Delivering Better Nutrition
Glanbia plc Annual Report and Financial Statements 2024
Glanbia is a Better Nutrition company.
Leveraging our unique capabilities,
we develop world-class performance
and lifestyle nutrition brands, along
with innovative nutritional and
functional ingredient solutions.
Find us online
Our online report
This copy of the statutory annual report of Glanbia plc for the year ended 4 January 2025 is not presented in the
European Single Electronic Format (“ESEF”) 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.
@Glanbia
The Glanbia Group comprises: Glanbia Performance Nutrition,
Glanbia Nutritionals and our Joint Venture. We offer an
incredible breadth of expertise in nutrition. We work with global
food and beverage companies and sell our award-winning and
market-leading products in over 100 countries worldwide.
Nutrition
FOR MORE INFORMATION, SEE OUR
BUSINESS MODEL ON PAGES 18-19.
At Glanbia, we capitalise on our leading market positions,
operational excellence and innovation capabilities. Our agile
business model enables us to consistently deliver value
to all our stakeholders.
Performance
FOR MORE INFORMATION, SEE OUR
CFO REVIEW ON PAGES 34-39.
Glanbia continues to evolve and grow. We are focused
on continuous innovation across our portfolio of great
brands and ingredients.
Innovation
FOR MORE INFORMATION,
SEE OUR OPERATIONS REVIEW
ON PAGES 26-33.
1
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
Strategic Report
Highlights
02
At a glance
04
Investment case
06
Group Chairman’s statement
08
Chief Executive Officer’s review
10
Strategy
12
Market trends and growth drivers
16
Our Business Model
18
Key performance indicators
20
Our culture and values
24
Operations review
26
Chief Financial Officer’s review
34
Sustainability
42
Risk management
64
Principal risks and uncertainties
70
Directors’ Report
Corporate Governance Report
80
Board of Directors and
Senior Management
82
Audit Committee Report
104
Sustainability Committee Report
112
Nomination and Governance
Committee Report
116
Remuneration Committee Report
120
Statutory information and
Forward-looking statement
140
Directors’ Responsibility Statement
154
Financial Statements
Independent Auditor’s Report
157
Group financial statements
168
Notes to the financial statements
173
Company financial statements
230
Notes to the Company
financial statements
232
Other Information
Glossary of non-IFRS
performance measures
236
Shareholder information
245
Contacts
249
Contents
2
Glanbia plc | Annual Report and Financial Statements 2024
“We outperformed on all our
mid-term Group financial
targets in 2024, including
adjusted earnings per share,
return on capital employed and
operating cash conversion.”
Hugh McGuire
Chief Executive Officer
Highlights 2024
Financial highlights1
(based on continuing operations)
Revenue
$3.8bn
2023: $3.6bn (reported $5.4bn)2
+5.8%2,3
Adjusted EPS ($)
140.03c
2023: 131.37c
+6.6%3 / +6.8%4
EBITDA (pre-exceptional)
$551.3m
2023: $493.4m
+11.7%3 / +11.8%4
Basic EPS ($)
63.21c
2023: 130.41c
-51.5%3 / -52.0%4
Profit after tax
$164.7m
2023: $347.7m
decrease of $183.0m
OCF conversion
88.0%
2023: 90.4%
decrease of 240bps
Return on Capital Employed
12.4%
2023: 12.2%
+20bps
Net debt
$436.0m
2023: $248.7m
increase of $187.3m
1.
Definitions and explanation of the key performance indicators and non-IFRS performance measures can be found in the key performance indicators
(“KPIs”) and glossary sections on pages 20-21 and 236-244.
2. For comparability purposes, commentary on revenue and EBITDA margins for the Glanbia Nutritionals segment and the Group is presented on a pro forma
basis reflecting the change in commercial arrangements associated with the Group’s US joint venture. Refer to the glossary on pages 236-244 for the
reconciliation between 2023 reported and pro forma numbers.
3. Reported currency
4. Constant currency
3
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
Health and safety: lost time
incident rate (“LTIR”)
0.92
reduced performance versus 2023
Scope 1 & 2 greenhouse gas
(“GHG”) emissions
7.5%
reduction versus 2023
Employee engagement score
73 pts
increase of 1 point versus 2023
Non-financial highlights
Avg. Adj. EPS
growth2
5-10%
Adj. EPS
growth2
+6.8%
Avg. OCF
conversion
+80%
OCF
conversion
88.0%
Avg.
ROCE
10-13%
ROCE
12.4%
CMD metrics1 2023-2025
Metrics delivered in 2024
1
Glanbia Group ambition targets as per Capital Market’s Day (“CMD”) November 2022.
2
Constant currency.
4
Glanbia plc | Annual Report and Financial Statements 2024
At a glance
Our purpose is to deliver better nutrition
for every step of life's journey. We employ
more than 5,700* people across 32
countries and our brands and ingredients
reach millions of people every day.
*Including joint venture operations.
Delivering
Better Nutrition
Serving growing
consumer trends
Our purpose and our newly refreshed 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.
Focus on healthy living
With the focus of healthy living shifting
towards prevention, consumers
are increasingly choosing food and
beverages based on their health
benefits, nutritional value, functionality,
energy-boosting properties and support
for immunity.
Protein demand
The functional and nutritional benefits
of protein are now recognised by a wide
consumer set.
Holistic approach to health
Consumers are taking a more holistic
approach to health, spending more on
nutrition, fitness, sleep and mindfulness.
Sustainability focus
Consumers are increasingly interested
in learning about ingredient sourcing
and gaining a deeper understanding
of the food system. Customers desire
sustainability to be an integral part of
the supply chain.
READ MORE
P16-17
Passion for our
customers & consumers
Performance matters
Respect for people
Find a better way
Win together
Sense of fun
Our purpose
Our culture & values
Our culture & values
Our markets
READ MORE
P24-25
5
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
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.
Glanbia’s success is
built on the talent of
our people
Our people
READ MORE
P24-25
Routes to market
Nutrition focused
brands and ingredients
READ MORE
P26-33
Consumer branded
products
by Glanbia Performance Nutrition (“GPN”)
#1 global sports nutrition brand1
#1 global seller of whey protein powder1
Portfolio of leading brands in
performance and lifestyle nutrition.
Specialty nutritional
ingredients
by Glanbia Nutritionals (“GN”)
#1 US supplier of whey protein isolate2
#2 global leader in custom premix solutions2
#1 supplier of American-style cheddar cheese2
Leading provider of specialised solutions in
premix micronutrients, proteins and flavours.
2024 revenue
$2.0bn
2024 revenue growth
+10.9%
3,4
2024 revenue
$1.8bn
2024 revenue growth
+0.5%
3
3. Constant currency
4. Based on 2023 pro forma
1.
Source: Euromonitor
2. Source: Industry estimates
Better
Nutrition
6
Glanbia plc | Annual Report and Financial Statements 2024
Investment case
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. Our core
strategy is focused on delivering
growth through our Better Nutrition
portfolio of brands and ingredients.
2.
Innovation
supporting
consumer
trends through
brands and
ingredients
In today’s world, consumers
are seeking authentic brands
and ingredients that focus on
performance, healthy lifestyles and
boosting immunity. Consumers are
taking personal accountability for
their own health and wellbeing. We
are supporting them on this journey
through continuous innovation of
our brands and ingredients.
3.
Transformation
Our group-wide transformation
programme aims to drive
efficiencies and support Glanbia’s
next phase of growth through three
focused divisions: Performance
Nutrition, Health & Nutrition and
Dairy Nutrition. This programme
focuses on operating model
optimisation, unlocking supply
chain efficiencies, accelerating
digital transformation and ongoing
portfolio evaluation.
What sets
us apart?
Our key strengths and unique
competitive advantage will
drive sustainable growth.
READ MORE
P12-17
READ MORE
P16-17
READ MORE
P14
7
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
4.
Financial
capacity
We have a strong balance sheet, a
proven record of earnings growth
and cash conversion, all facilitating
investment and shareholder
returns. 92% of Group EBITDA 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.
5.
Sustainable
operations
Our sustainability strategy has
been fully integrated into our
business model and targets.
Our sustainability strategy sets
ambitious goals across our priority
areas: emissions, waste, water
usage 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.
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.
READ MORE
P34-39
READ MORE
P42-63
READ MORE
P24-25
8
Glanbia plc | Annual Report and Financial Statements 2024
Group Chairman’s statement
Focused on
performance
Dear Shareholder,
2024 was another year of evolution for
our company, in which we delivered
against our targets and continued to
work towards our strategic objectives,
building on the progress of past years.
Like many organisations, we experienced
continued macroeconomic volatility
including inflation and rising input
costs as well as geopolitical and trade
uncertainty. Many of these challenges
look set to persist and intensify as we look
ahead to 2025, however, Glanbia is well
positioned to navigate these challenges.
We had a number of changes to our
senior leadership team during the year,
with Hugh McGuire taking up the role
of Group Chief Executive Officer on
1 January 2024. The Board is supportive
of Hugh’s commitment to the Company’s
strategy, which seeks to create and
sustain long-term shareholder returns
while building a responsible Company,
guided by a strong sense of purpose.
Financial performance
In 2024 Glanbia delivered against
our key financial metrics, including
adjusted Earnings Per Share (“EPS”),
operating cash conversion and return
on capital employed. The Group
delivered 6.8% adjusted EPS growth on
a constant currency basis, with strong
operational and financial results despite
a challenging macro environment.
We continue to evolve our “Better
Nutrition” strategy (see pages 12-15),
and the fundamental growth drivers
underpinning our business remain
unchanged – see pages 16-17.
Strategy
During the year, the Group continued to
evolve its portfolio with the acquisition
of Flavor Producers, which provides
flavours and extracts to the food and
beverage industries, with a focus on
natural and organic ingredients. The
acquisition is consistent with Glanbia’s
strategy of acquiring complementary
businesses to grow our Better Nutrition
platforms. Flavor Producers significantly
expands our flavours offering, bringing
new capabilities in the attractive and
“Delivering Better
Nutrition” is our
purpose. We bring
this to life through
our portfolio of
award-winning
brands and
ingredients, as well
our commitment
to our people
and planet.”
The financial and non-financial value
created for our stakeholders by this
model makes Glanbia both highly
resilient and sustainable. We share more
detail on our stakeholder engagement on
pages 44-45.
growing natural and organic flavours
market which are aligned with long-term
consumer trends.
Following a detailed strategy process, we
commenced a Group-wide transformation
programme. This programme supports our
ambition to maximise long-term value for
shareholders. The programme supports
the design of a new fit for purpose
operating model for Glanbia, with three
divisions - Performance Nutrition, Health
& Nutrition and Dairy Nutrition. The
programme will also focus on delivering
supply chain efficiencies, accelerating
digital transformation and continually
evaluating our portfolio, which includes
exiting non-core businesses.
Our strategic objectives will continue
to focus on growing our core brands
and nutritional ingredients, optimising
our business by improving operational,
commercial, sustainability and financial
performance and by maintaining
a disciplined approach to capital
allocation. We achieve this by adhering
to our core values and acting consistently
in line with our purpose.
Donard Gaynor
Group Chairman
Glanbia plc
9
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
250
300
50
200
0
150
100
2020
€95m
€172m
€258m
€190m
€198m
2021
2022
2023
2024
Cumulative Dividends Paid €429m and Share Buybacks €484m
€17m
€91m
€174m1
€100m
€102m
€78m
€81m
€84m
€90m
€96m
We are committed to achieving our
ambitious Environmental, Social and
Governance (“ESG”) goals.
Further details on our sustainability
strategy – “Better Nutrition, Better
World” – can be found on pages 42-43.
Shareholder returns
We have a proven cash generative
business model. In line with our capital
allocation policy, we returned €102
million to shareholders via our buyback
programmes in 2024. In a further
testament to the strength of the business,
the Board believes it is appropriate for
Glanbia to deliver a strong dividend for
2024. The Board is recommending a final
dividend of 23.33 euro cent per share
for the year ended 4 January 2025. This
brings the total dividend per share for
the year to 38.97 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.
Board and leadership changes
Our evolution as a Company was
accompanied by a transition in our
senior leadership, with Hugh McGuire
taking up the position of Group CEO on
1 January 2024. Wendy Chang Smith was
appointed to the role of Chief Digital
and Transformation Officer in March
2024 and joined the Group Operating
Executive at the same time. Steve
Yucknut, CEO GPN, retired from Glanbia
at the end of 2024. As part of our new
reporting structure, Monica McGurk was
appointed CEO of GPN Americas and
Andy Shaw was appointed CEO GPN
International, both reporting to Hugh
McGuire. Both Monica and Andy joined
the Group Operating Executive effective
1 January 2025.
In line with the Company’s relationship
agreement with Tirlán Co-operative
Society Limited, Gerard O’Brien and Tom
Phelan were appointed to the Board of
Glanbia with effect from 1 June 2024, in
place of Patrick Murphy and Brendan
Hayes, who retired on 1 May 2024 and
31 May 2024, respectively. Dan O’Connor
will retire from the Board at our next
Annual General Meeting (“AGM”). On
behalf of the Board, I would like to warmly
thank Dan, Brendan and Patrick for their
contributions to Glanbia and to wish
them the very best for the future.
Senan Murphy joins the Board as an
Independent Non-Executive Director,
effective at the end of the Company’s
next AGM. Senan brings significant
experience to the Board and reflects
Glanbia’s ability to continue to attract
high calibre Independent Directors.
There were also a number of changes
to the composition of our Committees
during 2024, which are discussed in more
detail in the Nomination and Governance
Committee Report on pages 116-119.
Chairman retirement
After almost twelve years with Glanbia
and over four years as Group Chairman,
I have informed the Board that I intend
to retire from my role as Group Chairman
and step down from the Board of Glanbia
at the conclusion of the 2026 AGM. Until
then, I remain fully committed to Glanbia
and to delivering for all our stakeholders.
Employee engagement
Glanbia continued to make good
progress on our people and engagement
agenda in 2024. A key highlight during
the year was the launch of our newly
refreshed values, which have been rolled
out across our organisation, unifying
Glanbia under one set of shared values.
I have been honoured to serve as the
Group’s first dedicated Workforce
Engagement Director since 2018. I was
delighted to be succeeded in this
role by Gabriella Parisse, effective
1 November 2024.
We continued our focus on workforce
engagement, meeting with hundreds of
our Glanbia colleagues at all levels and at
various sites globally throughout the year.
This included employee engagement
sessions in Chicago and Dublin, townhalls
and roadshows as well as our global
leadership conference in Killarney,
Ireland. These sessions provided two-way
direct dialogue on a range of priorities
and topics including equity and inclusion,
wellbeing, communication, career
progression and more. The engagement
sessions provided rich feedback which
were considered by the Board as we set
priorities for 2025 and beyond.
Summary
On behalf of the Board, I extend my
gratitude to all our colleagues around the
world for their unwavering commitment,
hard work and resilience. Your passion
for delivering Better Nutrition and your
commitment to Glanbia’s values are the
driving forces behind our Company’s
continued and future success.
We have a superb organisation with
a very strong culture. There are many
strengths on which we can build for the
future - great brands and ingredients,
well positioned in fast-growing markets; a
well-established footprint in key markets;
and a talented and committed workforce.
With these strengths, I believe that
Glanbia can continue to deliver attractive
levels of growth over both the short and
the long-term to meet the needs of all our
stakeholders.
Donard Gaynor
Group Chairman
Dividends paid and share buybacks
5-year history of dividends paid and share buybacks
Dividends Paid (€m)
Share Buyback (€m)
1.
One-off incremental Share Buyback programme executed in 2022 utilising Tirlán sales proceeds
10
Glanbia plc | Annual Report and Financial Statements 2024
Chief Executive Officer’s review
Delivering
Better Nutrition
Dear Shareholder,
In my first full year as CEO, it has been a
privilege to work with our great people on
our purpose of delivering Better Nutrition.
I am pleased to report that the business
delivered a strong performance in 2024,
demonstrating the strength of our Better
Nutrition brands and ingredients portfolio.
This performance was powered by strong
volume growth across our portfolio and in
particular by our protein growth brands
Optimum Nutrition and Isopure, as well as
our premix and protein solutions.
Despite an uncertain macro environment
and increasing whey input costs in the
second half of the year, we achieved
many successes in 2024. However the
challenges of whey price inflation and
other macroeconomic uncertainties
will continue into 2025. Glanbia’s
fundamental strengths including our
market leading positions, talented teams
and strong financial position ensure that
we are well positioned to manage these
challenges and deliver long-term growth.
Delivering our Better
Nutrition strategy
In 2024 we outperformed on all of our
mid-term Group financial metrics,
delivering on adjusted EPS, return on
capital employed and operating cash
conversion. We will continue to evolve our
“Better Nutrition” strategy (see pages
12-15), but the fundamentals remain
unchanged – global macro trends around
health and wellness continue to drive
significant consumer demand in our core
categories and our portfolio of great
brands and ingredients supports these
trends. (See pages 16-17.)
Growth remains my top priority and I
am pleased with our 2024 performance.
The Group achieved 6.8% adjusted
EPS growth, constant currency, with
strong operational and financial results
despite a competitive and inflationary
environment. Pre-exceptional profit
rose to $310.3 million, an increase of
4.1% reported.
Cash flow generation is a key strength for
Glanbia. In 2024 we delivered operating
cash conversion of 88.0%, enabling us
to increase the dividend by 10% and
packaging design in US retail channels.
The new packaging highlights the protein
and flavour attributes more clearly, to
broaden our appeal to new consumers.
We launched a number of product
innovations, including new flavours of
our flagship Gold Standard Whey protein
powder, as well as new Amino Energy
offerings. We are particularly pleased
with the global performance of Optimum
Nutrition Creatine, which delivered very
strong growth across all channels.
Isopure continued its growth momentum.
Our ‘Add Less. Do More’ campaign is
performing well and aims to further
increase household penetration. Isopure
benefited from product reformulation
and new branding which aims to drive
consumer appeal and connect the
different product offerings within the
Isopure brand family.
GPN delivered good EBITDA growth of
$23.1 million, an increase of 8.3% constant
currency over prior year. This was driven
by lower whey input costs in the first half
and a continued focus on revenue growth
management initiatives. Overall, EBITDA
margins were very strong at 16.9%, an
increase of 120 basis points over prior year.
return €102 million to shareholders
via share buybacks. We expect future
growth will be a blend of organic growth
and acquisitions. We are ambitious for
accretive M&A given our current debt
facilities of approximately $1.3 billion.
We will continue to focus on our strategic
priorities (see pages 12-15) and maintain
investment in the business, particularly
the key enablers to drive growth.
Glanbia Performance Nutrition
In 2024, Glanbia Performance Nutrition
delivered revenue growth of 0.5%
and EBITDA growth of 8.3%, constant
currency. We are particularly pleased
with the performance of Optimum
Nutrition and Isopure, both of which
delivered double digit volume growth.
Optimum Nutrition continued its global
momentum, delivering revenue growth
of 7.5%, constant currency. As a leading
brand in the category, we are focused
on driving recruitment, broadening
the brand’s appeal through education,
broad media reach and partnerships.
We continued to grow household
penetration and expand the brand’s
physical availability. During the third
quarter, we began rolling out new
Hugh McGuire
CEO
Glanbia plc
11
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
Glanbia Nutritionals
In 2024, Glanbia Nutritionals delivered
pro forma revenue growth of 10.9%
and EBITDA growth of 16.5%, constant
currency.
Our Nutritional Solutions (“NS”) pro forma
revenue grew by 14.0%, constant currency.
Volume growth was fuelled by a good
performance in our premix and protein
solutions businesses, while the price decline
came largely from the impact of year-over-
year market pricing. Demand remains
strong in our priority end use markets
of vitamins, minerals and supplements
(“VMS”), active lifestyle and functional
beverages, with sustained demand from
customers for fortification and high-protein
healthy snacking.
The functional beverage category is
growing well in international markets,
particularly EMEA, and there is good
demand for our high-protein crisp
offerings into bar and cereal applications.
We continue to invest in innovation to
ensure Glanbia has the best solutions to
meet the growing needs of consumers and
customers. NS EBITDA was $200 million,
up 27.2% constant currency. EBITDA
margins are strong at 19.8%, an increase of
200 basis points versus last year.
In April 2024, we completed the acquisition
of Flavor Producers for $300 million.
Flavor Producers is a leading flavour
platform in the US, providing flavours
and extracts to the food and beverage
industry. Together with Foodarom, Flavor
Producers enhances our scale and flavour
technologies – supported by strong
innovation capabilities particularly in
natural and organic offerings.
US Cheese pro forma revenue increased
by 8.1% in 2024 and EBITDA decreased by
14.7% to $45.9 million due to dairy market
dynamics and lapping procurement
benefits in the prior year.
Group transformation
As announced on 6 November 2024, we
commenced a Group-wide transformation
programme to drive efficiencies across the
new operating model and support the next
phase of growth through three focused
divisions: Performance Nutrition, Health &
Nutrition and Dairy Nutrition.
The programme is a three year initiative
expected to generate annual cost savings
of at least $50 million by 2027. These
savings will be allocated to reinvestment
in the business and profitability
improvement. The programme will deliver
across four areas:
1. Operating model optimisation
The new operating model is designed to
further simplify the business, increase
focus on high-growth end-use markets
and provide greater insight into our
value drivers and growth opportunities.
Health & Nutrition comprises the premix
solutions and flavours platforms. Dairy
Nutrition combines the US Cheese and
NS protein portfolios and will operate as
a standalone business with a dedicated
leadership team from 1 July, with the goal
of optimising profits and returns as a
leading dairy business.
“The new structure is
designed to further
streamline our
business, sharpen
our focus on our end
use markets and
position ourselves
for the next phase
of growth”
2. Unlocking supply chain efficiencies
From a supply chain perspective, we
identified further efficiency opportunities
to be unlocked by consolidating the
Performance Nutrition and Health &
Nutrition supply chain organisations,
particularly across manufacturing,
procurement and quality.
3. Accelerating digital transformation
As part of our digital transformation
journey, we identified opportunities to
improve business processes, accelerate
growth through commercial excellence
and enhance productivity across
the Group through centralising and
outsourcing the delivery of support
functions.
4. Ongoing portfolio evaluation
As part of our portfolio review and to
ensure the Group can focus on high-
growth opportunities, we evaluated the
role of our Benelux Direct-to-Consumer
e-commerce business, Body & Fit,
and our weight management brand
SlimFast, making the decision to exit both
businesses. We will continue to evaluate
the Group’s broader portfolio with a focus
on delivering sustainable and profitable
growth.
Sustainable operations
Our global sustainability programme,
“Better Nutrition, Better World” is a core
part of our strategy. Our sustainability
commitments allow us to minimise our
impact on the planet, make a positive
impact on society and ensure sustainable
long-term performance. We continued to
improve our environmental performance
during the year. The focus for 2025 will be
to continue to deliver on our commitments
(see pages 42-63) and transparently report
upon our progress as we align with the
EU Corporate Sustainability Reporting
Directive (“CSRD”).
Our valued people
During my first year as CEO, I have taken
great pride in the dedication and talent
of our teams. People are our greatest
asset and we continue to evolve our talent
leadership through new experienced talent
and developing internal capability to build
high-performance teams that can drive
our growth agenda. I am delighted to have
Wendy Chang Smith as Chief Digital and
Transformation Officer, Monica McGurk
as CEO Americas for GPN and Andy Shaw
as CEO International for GPN, join our
Leadership team and I will continue to
evolve this team over the course of 2025.
I would like to personally thank Steve
Yucknut, who retired at the end of 2024, for
his great support and dedication to GPN
over the past ten years.
Our culture is a powerful combination of
our values and our purpose in delivering
better nutrition. During the year, we
launched a refreshed set of shared values
across the Group, with input from internal
and external stakeholders and more then
200 colleagues across the organisation.
Our values define who we are and also the
behaviours that are important to us, and
helps create a culture that is innovative,
entrepreneurial and performance focused.
We will continue to deliver on our
comprehensive people agenda supported
by our new HR operating model as outlined
by our Chief People Officer Sue Sweem on
pages 24-25 and I look forward to working
with our talented teams to deliver on our
growth agenda.
Looking to the future
We operate in exciting categories with
leading market positions, outstanding
teams and a strong financial capability
position. There is no doubt that we will
have challenges to manage in 2025,
including unprecedented whey protein
market dynamics, which we expect to
be transitory, but we are confident we
can navigate these challenges and that
transforming our business and investing
for long-term sustainable growth will help
position us well for the future.
I am focused on driving the growth of
Glanbia and fully committed to our
purpose of delivering better nutrition.
Hugh McGuire
Chief Executive Officer
12
Glanbia plc | Annual Report and Financial Statements 2024
En
a
bl
er
s
Better
Nutrition
D
is
ci
pl
in
e
d
c
a
pi
ta
l
al
lo
c
at
io
n
G
ro
w
t
h
e
c
o
re
O
p
t
im
is
e
o
u
r
b
u
si
n
e
ss
Strategy
Delivering
our vision
Our purpose: To deliver better nutrition for every
step of life’s journey.
Our unique portfolio of brands and ingredients addresses thriving health and wellness trends.
When people feel better, stronger and more nourished, they live better. We deliver better nutrition using insight and science-led
innovation to create healthier products that meet the ever-evolving needs of our consumers and customers.
Our strategy
Our strategic priorities will help us to achieve our ambitions and to harness Glanbia’s global growth potential.
We will continue to develop our key enablers, our world-class strategic capabilities and our strong assets.
SEE OUR BUSINESS MODEL ON PAGES 18-19.
Sustainable
operations
READ MORE P42-63
Avg. Adj. EPS
growth2
5-10%
Adj. EPS
growth2
+6.8%
Avg. OCF
conversion
+80%
OCF
conversion
88.0%
Avg. ROCE
10-13%
ROCE
12.4%
Powerful
consumer
trends
READ MORE P16-17
Culture
and talent
READ MORE P24-25
Disciplined
financial
management
READ MORE P34-39
CMD metrics1 2023-2025
Metrics delivered in 2024
1
Glanbia Group ambition targets as per Capital Market’s Day (“CMD”) November 2022.
2
Constant currency.
13
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
KPIs
Adjusted EPS ($)
140.03c
+6.8% constant currency
GPN revenue
$1.8bn
+0.5% constant currency
GN revenue
$2.0bn
+10.9% constant currency1
Key risks
• Macroeconomic headwinds and
geopolitical uncertainties including
tariffs and key ingredient pricing
volatility impacting demand; and
• Competitor promotional activity
or unexpected rapid changes in
consumer behaviour.
FOR MORE INFORMATION
ABOUT RISK, SEE PAGES 64-77.
Link to remuneration
• Adjusted Earnings Per Share is a
performance target in both the annual
incentive and Long Term Incentive Plan
(“LTIP”) for Executive Directors and
Group Operating Executive;
• Business segment EBITA forms part of
the annual incentive for the CEOs of
GPN and GN;
• GPN branded revenue growth forms
part of the annual incentive of the
CEOs of GPN; and
• NS volume revenue growth forms
part of the annual incentive of the
CEO of GN.
FOR MORE INFORMATION
ABOUT REMUNERATION,
SEE PAGES 120-139.
Grow the core
Our core brands and nutritional ingredients are leaders in
categories that are driven by strong health and wellness trends.
Better Nutrition – Strategic priority #1
Our strategy
Capture global potential of billion dollar Optimum
Nutrition brand;
Build North America’s branded lifestyle nutrition platform;
Continue to scale our international business; and
Continue to innovate our core brands and ingredients.
2024 progress
• GPN revenue growth of 0.5%
constant currency, with strong
growth in Optimum Nutrition and
healthy lifestyle portfolio;
• GN NS volume growth of 3.6%;
• Optimum Nutrition revenue growth
of 7.5% constant currency;
• Scaled international business
delivering 2.3% revenue growth,
constant currency;
• Continued to invest in innovation
and capacity; and
• Expanded capabilities with the
acquisition of Flavor Producers.
Looking ahead to 2025
• Drive distribution and visibility for
Optimum Nutrition while relentlessly
recruiting performance-driven
consumers in and outside the
category;
• Accelerate the growth of GPN’s
healthy lifestyle portfolio;
• Scale our international business in
strategic markets; and
• Capture proteins growth with
active lifestyle nutrition consumers
through enhanced proprietary
solutions.
1.
Based on 2023 pro forma.
S T R A T E G Y I N A C T I O N
Optimum Nutrition
beyond $1 billion
Optimum Nutrition is the world’s
number one sports nutrition
brand, sold in over 100 countries
and with annual revenue well
in excess of $1bn. The Optimum
Nutrition product portfolio caters
to a range of performance needs
and occasions and includes 100%
Gold Standard Whey – the world’s
number one protein powder – as
well as Amino Energy, Serious Mass
and Creatine.
14
Glanbia plc | Annual Report and Financial Statements 2024
S T R A T E G Y I N A C T I O N
New operating model
We have commenced a multi-year
group-wide transformation programme
to drive efficiencies and support the next
phase of growth. This includes setting
up a new operating model, delivering
productivity initiatives, accelerating digital
transformation and further optimising
our portfolio. This programme includes a
new operating model with three focused
divisions: Performance Nutrition, Health
& Nutrition and Dairy Nutrition. We are
targeting annual cost savings of at least
$50 million by 2027. These actions are
designed to drive focus, unlock value and
position Glanbia for its next phase of
growth.
Strategy continued
KPIs
Adjusted EPS ($)
140.03c
+6.8% constant currency
Employee engagement score
73 points
+1 point
Increase in point score for employees who
said they were happy working at Glanbia
Carbon emission reduction
7.5%
Scope 1 & 2 GHG emissions reduction
versus 2023
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 64-77.
Link to remuneration
• Adjusted Earnings Per Share is a
performance target in both the annual
incentive and LTIP for Executive
Directors and Group Operating
Executive;
• Development of talent is a personal
objective of Executive Directors and
the Group Operating Executive; and
• Short-Term Incentive Plan (“STIP”) and
LTIP incentives for Executive Directors
and the Group Operating Executive
include measurable metrics aligned to
our strategic road map to deliver on
our ESG targets.
FOR MORE INFORMATION
ABOUT REMUNERATION,
SEE PAGES 120-139.
Optimise
our business
Improving the operational, commercial, sustainability and financial performance of
our business to maximise returns and long‑term value.
Better Nutrition – Strategic priority #2
Our strategy
Science-led innovation;
Refine business and operating model;
Optimise opportunities for margin expansion; and
Digital transformation.
2024 progress
• Continued to leverage our deep
innovation capability across
our Better Nutrition brands and
ingredients;
• Increased investment in marketing
and capabilities to support growth
agenda;
• Implemented new commercial
arrangements related to our US
joint venture; and
• Appointed a Chief Digital and
Transformation Officer to unlock
opportunities for digitisation and
automation.
Looking ahead to 2025
• Drive innovation in GPN and
Health & Nutrition;
• Commenced a group-wide
transformation programme to
drive efficiencies across the new
operating model and support the
next phase of growth; and
• Enhance productivity and drive
efficiencies across operations
through our transformation
programme.
15
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
S T R A T E G Y I N A C T I O N
Progressive
shareholder returns
Our strong cash generation and available
debt facilities provide us with significant
capacity to fund future growth
opportunities. We have clear capital
allocation priorities, with a balanced
approach to investing in the business
and providing returns to shareholders.
Our progressive dividend policy has
a targeted dividend payout ratio of
25%-35%. We supplement this with
further returns to shareholders via share
buyback programmes and in 2024
€102 million was returned in that way.
KPIs
OCF conversion
88.0%
2023: 90.4%
ROCE
12.4%
2023: 12.2%
Net debt
$436.0m
2023: $248.7m
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 64-77.
Link to remuneration
• OCF conversion is a performance
target in the annual incentive for
Executive Directors and the Group
Operating Executive; and
• ROCE is a performance target in the
LTIP for Executive Directors and the
Group Operating Executive.
FOR MORE INFORMATION
ABOUT REMUNERATION,
SEE PAGES 120-139.
Disciplined
capital allocation
Prioritising long‑term value through the focused allocation and reallocation
of capital.
Better Nutrition – Strategic priority #3
Our strategy
Accretive M&A;
Balance between investment and return of capital
to shareholders;
Focus on cash generation; and
Portfolio optimisation.
2024 progress
• Acquired Flavor Producers, a
leading flavour platform in the US;
• Transitioned to new commercial
arrangements associated with the
Group’s joint venture operations;
• Delivered strong cash generation
with 88.0% (2023: 90.4%) operating
cash conversion;
• Net debt: adjusted EBITDA 0.81
(2023: 0.50) and adjusted EBIT:
adjusted net finance cost 16.7
(2023: 38.1); and
• Increased dividend by 10%
and returned €102 million
to shareholders via share
buyback programmes.
Looking ahead to 2025
• Pursue other margin accretive
strategic M&A opportunities to
complement the current portfolio;
• Maintain progressive capital
allocation strategy through
mechanisms such as dividends and
share buyback programmes; and
• Identify opportunities to reallocate
capital and maximise growth.
16
Glanbia plc | Annual Report and Financial Statements 2024
Market trends and growth drivers
Relentless focus
on consumers
Nutrients for
health & wellness
Our focus on
sustainability
READ MORE
P42-63
Global sports nutrition
market size
$28bn
Source: Euromonitor, Glanbia
analysis.
Global consumers who try
to have a positive impact
on the environment through
everyday actions
45%
Source: Euromonitor Voice of the
Consumer: Sustainability Survey
Performance nutrition
Fitness is no longer an occasional activity: it is
now a lifestyle choice. A growing focus on active
lifestyles, and a greater understanding of the link
between diet, exercise and health is driving strong
demand for sports nutrition products across a range
of convenient formats. Active lifestyles are lived at
various levels of intensity from weekend warriors
to high-performance athletes - all being driven by
measurable goals.
Improve physical and cognitive health
Today’s consumers are increasingly aware of the
importance of nutrition in improving their overall
health and wellbeing. We are searching for better,
healthier and smarter nutritional and functional
ingredients that fit our lifestyles. A desire for
improved health and physical wellness is driving
the demand for functional and nutritional foods
and beverages that are high in fibre and protein or
fortified with key dairy ingredients.
Sustainability
Consumers want high-quality, high-performance
products that are designed and produced
sustainably. They value brands and ingredients that
make sustainable living easier and more accessible.
US consumers who now
consider wellness a top or
important priority in their
everyday lives
82%
Source: McKinsey Future of
Wellness Survey
READ MORE
P26-33
READ MORE
P26-33
17
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
How we are meeting this market need
Market-leading portfolio of brands
and ingredients
GPN’s Optimum Nutrition brand is the #1 sports nutrition brand in the world and has
pioneered performance nutrition for over 35 years. The brand is built on authenticity and
trust and we are enhancing our reach and relevance for a wider range of consumers through
increased marketing and activation.
GN NS has a decades-long history of nutritional product leadership, developing solutions to
help both performance athletes and everyday enthusiasts build muscle, accelerate recovery
and increase endurance. We are the #1 US supplier of whey protein isolate supplying key
market segments including performance nutrition. We create functional and nutritional
solutions to improve the quality, performance, nutritional value, texture and taste of many
foods, beverages and supplements.
How we are meeting this market need
Brands and ingredients to make life healthier
GPN has a dedicated portfolio of healthy lifestyle brands that support consumers’ nutrition
journeys. Isopure provides everyday nutrition with a commitment to purity, simplicity and
quality through products made with necessary ingredients only. think! offers high-protein
low-sugar bars for consumers looking for healthy on-the-go snacking options. Amazing Grass
provides a range of green superfood powders for consumers looking to supplement their
plant-based nutrition.
GN NS offers nutritional solutions to help people live more healthy and energetic lives. From
healthier hearts and bones, to better immune health, to increasing or maintaining muscle, our
science-based solutions target a broad spectrum of benefits. We are always innovating new
ingredients and formulations to help keep people at their best.
How we are meeting this market need
Better Nutrition, Better World
Guided by our strong purpose and values, we continue to drive the integration of our
sustainability programme across the business.
Our sustainability strategy focuses on our people, our planet and our performance. We are
tackling topics that are most material to our business and stakeholders and translate our
overall sustainability efforts into tangible results that enable us improve the environmental,
societal and economic impact of our products.
Together with our suppliers, partners and people, we are committed to delivering our
sustainability targets while meeting the nutritional needs of our customers and consumers.
Glanbia’s market
position
Optimum Nutrition
#1
sports nutrition brand in the world.
GN NS
#1
US supplier of whey protein isolate.
Glanbia’s market
position
GPN is the world’s
#1
sports nutrition company.
GN NS is the world’s
#2
global leader in custom
premix solutions.
18
Glanbia plc | Annual Report and Financial Statements 2024
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 performance and lifestyle
nutrition brands and nutritional ingredients.
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
En
a
bl
er
s
Better
Nutrition
D
is
ci
pl
in
e
d
c
a
pi
ta
l
al
lo
c
at
io
n
G
ro
w
t
h
e
c
o
re
O
p
t
im
is
e
o
u
r
b
u
si
n
e
ss
Delivery of our strategy
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.
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.
Responsible sourcing
By working with our suppliers and implementing
appropriate due diligence steps, we ensure we
procure responsibly, 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 invest in world-class marketing tools to
build GPN’s brands and sustain our leadership
positions in GN. Supported by dedicated
communication channels, customer partnership/
collaboration, education programmes and events,
including GPN’s Sports Nutrition School.
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.
READ MORE
P12-15
19
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
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 US
supplier of whey protein isolate and
#2 global leader in 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.
READ MORE P26-33
Protein expertise and know-how
We have a deep understanding of protein and its
applications across nutritional sports brands and
ingredient solutions.
READ MORE P26-33
Capital management
Glanbia has a strong track record of efficient
capital allocation and reallocation to areas we
see opportunity for growth.
READ MORE P38-39
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 2024.
READ MORE P24-25
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.
$1.2bn
ON brand revenue in 2024
People
We invest in our people and their careers, providing
development opportunities, competitive rewards
and benefits.
$578.9m
Employee benefits for the wholly-owned Group in 2024
Suppliers
We partner with suppliers to ensure long-term,
mutually beneficial relationships. We have an active risk
assessment programme in place. In 2024, over 5,400
suppliers were risk assessed using the EcoVadis IQ Plus
module, equating to in excess of 95% of total spend.
95%
In 2024, in excess of 95% of total spend was risk assessed
Environment
We continue to focus on climate initiatives and have
committed to a 50% reduction in Scope 1 & 2 carbon
emissions by 2030.
7.5%
Scope 1 & 2 carbon emissions reduction in 2024 versus 2023
Communities
We contributed and donated time and money
to support causes in our local communities.
$1.2m
Raised to support charitable donations in 2024
Investors
Our dividend policy has a target dividend payout ratio
of 25%-35%. In addition, shareholders were returned
€102 million in 2024 under share buyback programmes.
€198.1m
Returned to shareholders via dividends and buybacks in FY 2024
20
Glanbia plc | Annual Report and Financial Statements 2024
Key performance indicators
Revenue
$3.8bn
(2023: $3.6bn (reported $5.4bn))1
+5.8% constant currency1
+5.8% reported currency1
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 2024, revenue was $3.8 billion (2023 pro forma:
$3.6 billion), an increase of 5.8% on a pro forma
reported and constant currency (“cc”) basis on
2023. Revenue increase was driven by volume
growth of 2.3%, pricing decline of 0.5%,
contribution from acquisitions of 2.0% and a
positive 53rd week adjustment of 2.0%.
Revenue volume growth2
2.3%
(2023: -0.5%)
GPN 2.9% (2023: -0.6%)
Constant currency revenue
volume growth
GN NS 3.6%1 (2023: -3.3%)
Pro forma constant currency revenue
volume growth
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 Business Unit to understand the brand
growth within GPN and the components of
volume growth in NS within GN.
Performance
Overall volumes increased by 2.3%1 in 2024
versus 2023 pro forma. Volumes in GPN and GN
NS increased by 2.9% and 3.6%1 respectively.
Volume growth was driven by Optimum Nutrition
and Isopure brands in GPN and premix and
proteins in GN.
EBITDA3
$551.3m
(2023: $493.4m)
+11.8% constant currency
+11.7% reported currency
Strategic relevance
Earnings Before Interest, Tax, Depreciation and
Amortisation (“EBITDA”), pre-exceptional items,
is the key performance measure for the
wholly-owned segments of the Group. The
exclusion of depreciation and amortisation aids
comparability between our segments.
EBITDA 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.
Performance
EBITDA was $551.3 million in 2024, an increase of
11.7% reported currency and up 11.8% cc. GPN’s
EBITDA increased by 8.3% cc versus 2023, while
EBITDA margins were up 120bps to 16.9%. GN
EBITDA increased by 16.5% cc with EBITDA
margins up 60bps versus 2023 to 12.1%,
comprising EBITDA margins in NS of 19.8% (2023:
17.8%) and US Cheese of 4.5% (2023: 5.7%).
Profit after tax
– continuing operations
$164.7m
(2023: $347.7m)
Strategic relevance
Profit after tax is the measure of the profit
generated by the Group for the year, post tax
and post exceptional items.
Performance
Profit after tax from continuing operations
comprises pre-exceptional profit of $310.3 million
(2023: $298.1 million) and exceptional costs of
$145.6 million (2023: exceptional credit of $49.6
million). The exceptional charges in the year
predominantly related to non-cash impairments
in the GPN business.
Basic Earnings Per Share ($)
– continuing operations
63.21c
(2023: 130.41c)
-52.0% constant currency
-51.5% reported currency
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
Basic EPS – continuing operations was 63.21
cent, a reported decrease of 51.5% (52.0% cc),
driven by non-cash related exceptional items
during the year.
1.
For comparability purposes, commentary on revenue and EBITDA margins
for the Glanbia Nutritionals segment and the Group is presented on a pro
forma basis reflecting the change in commercial arrangements associated
with the Group’s US joint venture. Refer to the glossary on pages 236-244
for the reconciliation between 2023 reported and pro forma numbers.
2. Performance condition of Glanbia’s Annual Incentive Scheme.
3. Both EBITDA and OCF are presented on a pre-exceptional basis.
4. Performance condition of Glanbia’s Long-Term Incentive Plan.
5. GHG emissions reduction in Scope 1 and 2 in comparison to prior year result
(2023). Refer to page 55 for operational control GHG emissions breakdown
by Scope and performance since 2018 base year.
6. Results relate to sites under Glanbia’s operational control. Includes Group’s
wholly-owned operations and MWC-Southwest Holdings LLC joint venture
operations.
Financial KPIs
21
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
Adjusted Earnings Per Share
($) – continuing operations2,4
140.03c
(2023: 131.37c)
+6.8% constant currency
+6.6% reported currency
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 6.6% reported (+6.8% cc) to 140.03
cent, due to continued growth in profitability
of the wholly-owned business, net of reduced
profitability in the joint venture.
Return on Capital Employed
– continuing operations4
12.4%
(2023: 12.2%)
+20bps
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
20bps to 12.4% (2023: 12.2%). This increase was
primarily due to the continued growth in
profitability arising from the successful
execution of the Group’s strategy.
OCF conversion2,3
88.0%
(2023: 90.4%)
Strategic relevance
Operating Cash Flow (“OCF”) conversion 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 88.0% in 2024 (2023:
90.4%) which is ahead of the 80% OCF
conversion target for the year.
Carbon emissions5
-7.5%
Objective
Decarbonise our operations supply
in line with the Science Based Target
initiative (“SBTi”) commitment and
future-proofing of organisation
and our value chain.
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.
Performance
In 2024 we reduced Scope 1 and 2 greenhouse
gas (“GHG”) emissions in our operations by
7.5% from the previous reporting year (2023).
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.
Health and safety6
0.92
Lost Time Incident Rate (“LTIR”)
Objective
Maintain the highest possible global
safety standards using LTIR and
sites with no Lost Time Case (“LTC”)
as key benchmarks.
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 North
American Industry Codes (“NAIC”) benchmark
and reduced severity of injuries, by progression
of the LTIR are established global measures
of safety performance. Glanbia aspires to
zero LTC and all sites achieving and
maintaining a minimum of industry benchmark
performance for lost time injuries.
Performance
In 2024 Group LTIR was 0.92/200,000 hours,
behind the 2023 performance of
0.43/200,000 hours, but still well below
our NAIC food industry benchmark of
1.20 (2023: 1.20). 67% of reporting locations
had zero LTC, improving on our 2023
performance (2023: 55%). Sites below the
NAIC performance maintain robust
improvement plans, which are supported and
monitored by leadership.
Employee engagement score
73
Objective
Measure employee engagement
and listen to our team members
to understand where we have
opportunities to improve.
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 2024 ‘Your Voice’ survey, overall
engagement score was up 1 point with scores
increasing across most Business Units and
continued positive momentum on focus
areas, for example, wellbeing, action taking
and growth. We were pleased to see a 2
percentage point increase in participation
to 82% reflecting employees trust and
engagement in finding a better way together.
Non-Financial Metrics (“NFM”)
22
Glanbia plc | Annual Report and Financial Statements 2024
In this section
Our culture and values
24
Operations review
26
Chief Financial Officer’s review
34
We use insight and science-led innovation to
create healthier, smarter nutrition products that
meet market trends and consumer expectations.
Our global network of 19 innovation and collaboration centres helps us
meet our customers’ and our brands’ ambitions through partnership
and co-innovation.
Powered by Innovation
READ MORE
P26-33
Number of innovation and
collaboration centres globally
GN
GPN
17
2
23
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
24
Glanbia plc | Annual Report and Financial Statements 2024
Our culture and values
Q What are your key highlights for 2024?
2024 was another year of evolution and progress on our people
agenda. Transformation continued to be a theme as we focused
on embedding and refining our HR operating model while also
supporting the rollout of our digital transformation programme.
Building the right talent and capabilities to accelerate Glanbia’s
growth continued to be a key focus, while ensuring that our
culture supports this. Our values refresh and rollout was another
important initiative this year. Our annual ‘Your Voice’ survey
is a key measure of employee sentiment as well as a helpful
diagnostic of our culture. Response rates increased this year as
did our overall engagement score. Wellbeing was a priority area
from our engagement survey in the prior year so it was rewarding
to see this area show marked improvement in 2024, moving from
an area of opportunity to an area of strength today.
Q What makes Glanbia’s culture stand out?
Glanbia’s culture is grounded in a powerful combination of
people and purpose. I believe that our shared commitment
to delivering better nutrition and to our core company values
creates a culture that is innovative, entrepreneurial and
performance-oriented but which strikes a balance of working
hard with having some fun along the way.
This strong culture has been crucial to enabling our growth
journey over the last number of years and has helped us to
establish a solid foundation that empowers our people as the key
value drivers of our organisation, as well as enabling us to attract
and retain top talent.
Q How and why have Glanbia’s values changed
this year?
Over the last number of years, our organisation has changed
tremendously. As we look to the next stage of our growth journey,
it was really important to our leadership that we have one shared
set of values across the business. Our values not only define who
we are but serve as a common thread that unites Glanbia under
a single set of guiding behaviours.
With that in mind, last year we began a process to explore a
refresh of our values, to align with the organisation we are today.
We undertook a comprehensive process, encompassing
stakeholder interviews, listening sessions and focus groups,
gathering input from more than 200 colleagues at every level of
our organisation. Through the refresh, we endeavoured to keep
the essence of what makes Glanbia so special, unifying us under
one set of shared values. I think we captured this very well.
Q What actions were taken to embed these
values?
It was key for us to ensure that our values are embedded into
our everyday ways of working. In 2024, we focused on three
areas - building awareness of our refreshed values; defining
the behaviours associated with those values and incorporating
them into our performance management process; and finally,
refreshing our values ambassador network to bring the right
balance of global harmonisation and local autonomy to bring our
values to life in ways that are meaningful for employees.
Q What are your priorities for the year ahead?
Transformation will continue to be an area of focus in 2025 as
we aim to ensure that Glanbia is prepared for our next stage of
growth. We will work on embedding change, while focusing on
optimisation and partnering to deliver a consistent employee
experience in an efficient way.
Implementing a talent strategy that attracts and develops
a diverse, future-ready pipeline of talent to accelerate our
growth, drives high performance to deliver results and enables
compelling careers to drive engagement and retention is another
important priority. Our talent base is already strong and we are
focused on continuing to develop this further.
Q&A with our
Chief People Officer,
Sue Sweem
Engagement score
73
(+1 from prior year)
Gender representation in
the organisation
Agree with the
statement
‘I feel proud to
work at Glanbia’
76
(+1 from prior year)
GPN
2,163
GN
2,952
Joint Venture
676
Total Group employees in 2024:
5,791 across 32 countries
62%
Male
38%
Female
25
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
Passion for our
customers & consumers
We strive to surpass expectations
and promote better nutrition
and healthier lifestyles through
our innovative, high-quality food
and nutritional solutions and our
authentic and unique brands.
We focus on understanding and
anticipating the needs of our
customers and consumers, ensuring
that every product we create is of
the highest quality.
Respect for people
We care for our people, partners
and communities. We foster an
inclusive culture where every
employee can thrive and reach
their full potential.
We are dedicated to creating a
supportive environment where
everyone feels valued, respected
and empowered to contribute
their best.
Win together
We believe in diversity and our
collective team strengths make
us stronger than our individual
contributions. We collaborate
and build meaningful relationships
because together we are more.
We value diverse perspectives and
we recognise every team member’s
contribution, enabling us to achieve
greater success together than we
could individually.
Find a better way
We relentlessly pursue continuous
improvement and seek better
solutions to positively impact our
business and the environment.
We aspire to work smarter with
a creative mindset.
We encourage our team to
explore innovative ideas that drive
efficiency and sustainability in all
aspects of our business.
Sense of fun
We strike a balance of working
hard and being competitive with
having some fun along the way.
We recognise and celebrate
our successes.
We believe that this approach
fuels creativity and productivity,
making our workplace a vibrant
and dynamic space for everyone.
Performance
matters
We are committed to delivering
performance and shareholder
value through our drive for growth,
entrepreneurial mindset and
dedication to safety, excellence,
quality and teamwork.
We believe that by fostering a
culture of continuous improvement
and innovation, we can achieve
outstanding results together.
Our values underpin our business and how we work, bringing focus to what we expect from one
another and serving as the foundation of our strong culture.
Living our values
26
Glanbia plc | Annual Report and Financial Statements 2024
Glanbia
Performance
Nutrition
Our brands
Optimum Nutrition (“ON”) is the world’s
number one sports nutrition brand. Our
portfolio also features healthy lifestyle
brands including Isopure and think!. Each
brand in our portfolio plays a distinct
role, resonating with different consumer
segments with an interest in optimising
their performance and wellbeing.
Our products span a range of
convenient formats such as powders,
capsules, tablets, drinks and bars and are
available globally via online platforms,
mass‑market retailers and specialty
channels.
Innovation is central to our success.
By fostering a culture of creativity and
continuous improvement, we are able to
develop and launch new products that
set us apart from the competition.
Our focus on innovation ensures that our
brands remain relevant and appealing
to consumers - driving growth and
strengthening our market presence.
Financial performance 2024
2024 was a year of solid execution as
we continued to deliver against our four
strategic pillars: capturing the global
potential of our $1 billion ON brand;
building a lifestyle nutrition platform
in North America; accelerating growth
in priority international markets; and
maximising the omnichannel opportunity.
GPN revenue increased by 0.5% in 2024.
This was driven by volume increases of
2.9%, price decrease of 4.2% and the
impact of the 53rd week of 1.8%. The
volume increase was largely driven by
the protein growth brands, Optimum
Nutrition and Isopure, both of which
delivered double digit volume growth.
Optimum Nutrition, which represents 66%
of GPN revenue, continues to strengthen
its brand to drive global distribution and
velocities. Pricing was negative largely as
a result of promotional activity and some
tactical price reductions during the year
as a result of an increased competitive
environment.
GPN EBITDA increased by 8.3% versus
prior year to $305.4 million and EBITDA
margin increased by 120 basis points
to 16.9%. This was driven by lower
input costs in the first half of the year,
continued focus on revenue growth
management initiatives, operating
efficiencies and margin optimisation,
somewhat offset by rising input costs in
the second half of the year.
GPN performance overview
$m
FY 2024
FY 2023
Reported
Change
Constant
currency
change
Revenue
1,806.7
1,795.6
+0.6%
+0.5%
EBITDA
305.4
282.3
+8.2%
+8.3%
EBITDA margin
16.9%
15.7%
+120 bps
Commentary on percentage movements is on a constant currency basis throughout
and includes the impact of the 53rd week.
Performance highlights
Revenue increase of 0.5% with an increase of 2.9% in volume, a
decrease of 4.2% in pricing and an increase from the impact of
the 53rd week of 1.8%;
Optimum Nutrition, the number one global brand in the sports
nutrition sector, delivered revenue growth of 7.5% which was
driven by volumes increasing 10.4%, pricing decreasing 4.9% and
an increase of 2.0% from the impact of the 53rd week;
EBITDA margin of 16.9%, an increase of 120bps versus 2023.
Revenue
$1.8bn
2023: $1.8bn
EBITDA (pre-exceptional)
$305.4m
2023: $282.3m
EBITDA margin
16.9%
2023: 15.7%
Operations review
sports nutrition
brand globally
#1
Glanbia Performance Nutrition has a leading portfolio of sports nutrition and healthy
lifestyle brands. Our mission is to inspire people everywhere to achieve their performance
and healthy lifestyle goals. We achieve this through our commitment to innovation, quality,
responsible sourcing, advocacy and brand building.
27
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
Isopure is a premium healthy lifestyle brand featuring a range of Protein
Powder and Protein Ready-to-Drink products. Isopure is built on purity –
the highest standards of protein made with the simplest of ingredients,
without sacrificing taste, and appeals to an increasingly broad range of
consumers who are looking for clean, high quality protein supplements
that help them keep in shape. Launched in 1998, Isopure can be found
in online and offline channels in the US, has an established presence in
Mexico and India and enjoyed strong growth in all markets in 2024.
Isopure is reinvigorated via its “Add Less. Do More.” campaign and
has partnered with a number of lifestyle personalities including Molly
Sims and Tiffani Thiessen. Isopure recently benefitted from a new and
improved product formulation to enhance taste and is about to launch
a new pack design to reinforce its purity and premium positioning.
Case Study
Total growth
78%
Powders
+5%
10%
RTE
-7%
8%
RTD
-15%
4%
Other
-15%
GPN FY 2024 revenue overview
Total growth
35%
FDMC
+1%
33%
Online
+4%
20%
Distributor
-2%
12%
Specialty
-6%
Total growth
64%
Americas
-0.5%
36%
International
+2.3%
Isopure’s accelerating growth
By region
By channel
By format
28
Glanbia plc | Annual Report and Financial Statements 2024
Americas
GPN Americas revenue decreased by
0.5%, with strong growth in the Optimum
Nutrition and Isopure brands offset
by declines in other portfolio brands,
primarily driven by SlimFast. Optimum
Nutrition continues to strengthen its
consumer position and delivered
US consumption growth of 0.4%¹, building
International
GPN International, which represents 36%
of GPN revenue, grew revenue by 2.3%.
Growth across the region was driven by
strong volume growth in the Optimum
Nutrition brand across key priority
markets, including solid growth in Asia.
Operations review continued
Glanbia Performance Nutrition
on a strong comparative period. This
was driven by growth in the online and
FDM channels offset by declines in
the specialty channel and competitive
dynamics in the club channel in the
second half. The healthy lifestyle portfolio
saw US consumption growth of 3.3%¹
across the think!, Isopure and Amazing
Grass brands.
Optimum Nutrition and McLaren –
A world class performance partnership
In 2024, Optimum Nutrition became the
Official Performance Nutrition partner
of the McLaren Formula One team.
In addition to brand visibility on driver
and pit crew clothing, Optimum Nutrition
partnered with McLaren to produce an
exclusive content series called “Optimum
Nutrition: Unlocked” that featured on
social channels and captured the role
that nutrition plays for a Formula One
team. In September, the Optimum
Nutrition McLaren Human Performance
Centre was opened at the McLaren
headquarters in Woking, England which
will be used as a venue for content
production and supporting McLaren
employees in their performance efforts.
The partnership was also brought to life
at retail via the Optimum Nutrition “Hot
Laps” programme that gave consumers
a chance to experience a lap of the
Dubai Grand Prix in a McLaren car.
McLaren enjoyed a highly successful
season, capturing six grand prix wins,
21 podiums in total and winning the
Constructors Championship for the first
time in 26 years.
Case Study
1. Consumption growth is US measured 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 28 December 2024.
29
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
Fuelling growth for Optimum Nutrition in China
Optimum Nutrition has rapidly grown
its global presence and market share
in China, the second largest world
economy and one of the fastest growing
markets for sports nutrition. Optimum
Nutrition offers a full portfolio range
including whey protein, whey protein
isolate, gainer, creatine, energy and
other supplements through well-
designed route-to-market cross-
border importation as well as local
manufacture. Optimum Nutrition is
widely available in all mainstream
channels such as online marketplaces
(Tmall, JD & PDD) and membership
stores (Sam’s club & Costco). With
the enormous growth of TikTok,
Optimum Nutrition also extended its
footprint into social-commerce to drive
category education and new consumer
recruitment through live stream and
influencer content.
Our brand building and consumer
acquisition initiatives during the year
were instrumental in driving growth and
expanding awareness. A partnership
with the superhit TV show Physical 100
allowed Optimum Nutrition to reach a
broad audience, while our participation
in Spartan Race events showcased the
brand’s alignment with strength and
endurance. Additionally, a dynamic
basketball integrated marketing
campaign featuring China’s men’s
national team players connected
Optimum Nutrition to passionate
sports communities across the country.
Optimum Nutrition also engaged local
TikTok influencers to further drive brand
awareness and connect with a digitally
savvy consumer base.
Through these initiatives, Optimum
Nutrition continues to deepen its
connection with Chinese consumers,
solidifying itself as a premium lifestyle
choice for those pursuing fitness and
peak performance.
Case Study
30
Glanbia plc | Annual Report and Financial Statements 2024
Glanbia
Nutritionals
Operations review continued
US Cheese performance highlights:
Revenue¹ increase by 8.1%.
EBITDA decrease by 14.7% to $45.9 million.
GN divisional performance overview
FY 2024
FY 2023
$m
Revenue
EBITDA
Margin %
Revenue¹
EBITDA
Margin %1
Nutritional Solutions
1,007.7
200.0
19.8%
885.4
157.3
17.8%
US Cheese
1,025.3
45.9
4.5%
948.8
53.8
5.7%
Total GN
2,033.0
245.9
12.1%
1,834.2
211.1
11.5%
Commentary on percentage movements is on a constant currency basis throughout
and includes the impact of the 53rd week.
NS performance highlights:
Revenue¹ increase of 14.0% with volume growth of +3.6%.
EBITDA margin¹ of 19.8%, an increase of 200 basis points
versus 2023.
Pricing growth of 0.4%, an increase of 2.3% from the impact of
the 53rd week and an increase of 7.7% from acquisitions.
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 our customers
to outperform the 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 2024
GN NS revenue increased by 14.0% in 2024.
This was driven by 3.6% increase in volume,
0.4% increase in price, 2.3% increase as
a result of the impact of the 53rd week
and 7.7% increase driven by the impact
of acquisitions. The volume increase was
driven by a good performance in the premix
solutions and proteins businesses. The price
increase was driven by strong dairy market
pricing, somewhat offset by negative
premix pricing.
global leader
in custom
premix solutions
US supplier of
whey protein
isolate
#2
#1
Revenue
$2.0bn
2023: $1.8bn1
EBITDA (pre-exceptional)
$245.9m
2023: $211.1m
EBITDA margin
12.1%
2023: 11.5%1
Glanbia Nutritionals is a leading innovation and solutions partner to the global food and
nutrition industry. GN Nutritional Solutions (“GN 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.
1
For comparability purposes, commentary on revenue and EBITDA margins is presented on a pro
forma basis henceforth, reflecting the change in commercial arrangements associated with the
Group’s US joint venture operations. Refer to the glossary on pages 236 to 244 for the reconciliation
between 2023 reported and pro forma numbers.
31
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
The acquisition of Flavor Producers, which
was completed in April 2024, significantly
expands GN NS’s flavours offering in the
attractive and growing natural and organic
flavours market and is performing well.
GN NS EBITDA was $200.0 million, a 27.2%
increase versus prior year. EBITDA margin
increased by 200 basis points to 19.8%
primarily as a result of stronger dairy
pricing within the proteins business.
US Cheese revenue increased by 8.1% in
2024. This was driven by a 0.1% increase in
volume, a 5.8% increase in price and a 2.2%
increase as a result of the impact of the
53rd week. Price increases were primarily as
a result of dairy market pricing.
US Cheese EBITDA decreased by 14.7%
to $45.9 million due to market dynamics
and lapping procurement benefits in the
prior year.
New operating model in 2025
From 2025 onwards, GN will be split into
two new segments – Health & Nutrition
and Dairy Nutrition. The Health & Nutrition
segment will primarily incorporate the
premix solutions and flavours platforms,
with the Dairy Nutrition segment focusing
on cheese and dairy ingredients and
will comprise the portfolios of protein
solutions (currently in NS) and US Cheese,
as well as being the commercial partner
for the Group’s joint venture MWC-
Southwest Holdings LLC.
Joint Venture – MWC-Southwest Holdings LLC
$m
2024
2023
Change
Share of joint venture’s profit after tax
0.1
12.5
(12.4)
The Group’s share of joint ventures’ profit after tax pre-exceptional items
decreased by $12.4 million to $0.1 million, largely driven by higher input costs
as a result of unfavourable market pricing dynamics.
Case Study
Our global R&D footprint includes 17 innovation and collaborations centres.
Our innovation and collaboration centres
• Create an optimal setting to collaborate with customers
and accelerate the product development cycle;
• Contain the latest technologies and prototyping
equipment for scale-up to develop products that have a
competitive advantage in the marketplace; and
• Provide our customers access to a breadth of scientific
knowledge and intellectual property making it possible
to optimise nutrition, flavour and texture in finished
applications.
Driving excellence through expertise
• Our scientists specialise in food formulations, food
chemistry, nutrition, taste and in creating the ideal
prototypes.
• We have a deep protein chemistry knowledge which
has resulted in a broad portfolio of solutions for Ready-
to-Drink beverages, Ready-to-Mix beverages, high
protein cereals, handheld snacks, fresh dairy and bakery
applications.
• We are experts in developing vitamin and mineral solutions
for food applications and have developed encapsulation
technologies that extend the shelf life of vitamins and
other ingredients that may be susceptible to degradation
while unused.
• We create and optimise flavours for food products. Our
flavourists take into account processing parameters,
nutrient composition and shelf-life conditions when
creating and optimising flavours.
As we continue to expand our significant ingredients
portfolio, we are capitalising on our deep understanding and
synergistic portfolio impact of having flavour, premix and
proteins to create new products that match market trends
and expectations and deliver an optimal eating experience.
Innovation through R&D:
connecting us to our customers
1. Health & Nutrition segment
• Premix solutions
• Flavours platforms
2. Dairy Nutrition segment
• US cheese
• NS protein
32
Glanbia plc | Annual Report and Financial Statements 2024
Functionally optimised ingredients technologies
Our innovative technologies are used to improve the functionality of nutrients in our customers’ food, beverage and
supplement products.
1
NutraShield® Technology
Vitamin and mineral encapsulation retains nutritional
benefit of vitamins and minerals that are released upon
ingestion and absorbed for better nutrition.
4
Gummy Technology
New formulation technology that limits vitamin and
bioactive ingredient loss in gummy formats.
2
Beverage Technology
ProTherma© and BevWise© provide protein powders
that disperse exceptionally well in heat and different
pH conditions respectively, while maintaining the full
integrity of the protein.
5
Flavour Technology
Deep flavour chemistry to understand flavour and food
interactions to optimise flavour in finished products.
Flavourists create flavour systems that complement the
application and provide a sensory result that consumers
want to experience again.
3
High Protein Extrusion Technology
Technology to replace sugar found in hand held snacks
and cold cereals with protein and fibre, while maintaining
the crunch, taste, texture and flavour.
6
Bar Technology
Bar technologies create the right texture
and nutritional profile for dairy and non-dairy
nutritional bars.
Case Study
1
5
3
6
1
4
5
3
5
5
1
2
Ready to Mix
Beverages
Confectionary
Applications
High Protein
Cereals
Nutritional
Bars
Operations review continued
Glanbia Nutritionals
33
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
Acquisition of
Flavor Producers
“M&A is an important part of our
growth strategy and this transaction
represents a further opportunity to
scale our business, unlock synergies
and acquire unique and
complementary capabilities.”
Brian Phelan
CEO Glanbia Nutritionals
Executing on our M&A strategy
to build scale in flavours
In April 2024, we made a significant investment to scale up
our flavours offering with the acquisition of Flavor Producers,
one of the largest independent suppliers of natural and
organic flavours in the US.
The Flavor Producers acquisition expands our production scale
and footprint in the US, complementing our existing presence
in North America and Europe, allowing us to rapidly formulate
and supply bespoke flavours to better serve our global
customer base.
Flavor Producers brings a 40-year legacy of innovation with a
focus on natural and organic flavours, aligned with long-term
consumer trends for clean-label, health-focused products.
Flavor Producers serves a diverse roster of customers from
major corporates to emerging high-growth brands and its
orientation towards beverage and nutritional supplement
categories complements our existing customer base in
custom premix and protein solutions.
With a library of over 30,000 proprietary flavours and
best-in-class formulation capabilities, Flavor Producers’
expertise in product development enhances our ability to
deliver holistic multi-ingredient applications for our customers.
This significant investment further underlines our commitment
to continue building and strengthening our business through
acquisition, a key pillar of our growth strategy.
Production sites
3
across the US
R&D and innovation personnel
37
Acquisition overview
Annual revenue
$84m
Case Study
34
Glanbia plc | Annual Report and Financial Statements 2024
Chief Financial Officer’s review
Strong performance
and increased
shareholder returns
EBITDA (pre-exceptional)
$551.3m
(2023: $493.4m)
+11.7% reported currency
+11.8% constant currency
Profit after tax – continuing operations
$164.7m
(2023: $347.7m)
-52.6% reported currency
-53.1% constant currency
Adjusted EPS – continuing operations ($)
140.03 cent
(2023: 131.37 cent)
+6.6% reported currency
+6.8% constant currency
Basic EPS – continuing operations ($)
63.21 cent
(2023: 130.41 cent)
-51.5% reported currency
-52.0% constant currency
OCF conversion
88.0%
(2023: 90.4%)
OCF as % of EBITDA
Dividend payout ratio
30.1%
(2023: 29.2%)
Dividend per share as a % of adjusted EPS
ROCE – continuing operations
12.4%
(2023: 12.2%)
+20bps
Dear Shareholder,
Glanbia delivered a strong financial performance in 2024, with
adjusted EPS growth of 6.8% constant currency. The Group
returned €102 million to shareholders via our share buyback
programmes and also increased dividends by 10%.
A combination of volume growth and operational efficiencies
enabled the Group to successfully navigate volatile market
conditions, delivering earnings in line with market guidance, while
continuing to evolve the Group’s strategic agenda.
The Group amended the commercial arrangements associated
with its US joint venture effective 1 January 2024. Under the
new commercial terms, in accordance with IFRS 15, Glanbia
recognises commissions earned on the sale of joint venture
products, whereas previously Glanbia recorded the gross value
of revenues and corresponding cost of sales on joint venture
products sold.
For comparability purposes the table below re-presents the
reported and pro forma revenue and EBITDA margin for 2023
to reflect the change in the Group’s commercial arrangements
between Glanbia Nutritionals and its US joint venture, as if
the terms were effective from the beginning of 2023. Refer to
the Glossary on pages 236 to 244 for a detailed reconciliation
between 2023 reported and pro forma numbers.
Pro forma Revenue and EBITDA Margin
$m
2024
Reported
2023
Reported
2023
Pro forma
adjustment
2023
Pro forma
Revenue
GPN
1,806.7
1,795.6
–
1,795.6
GN
2,033.0
3,629.8
(1,795.6)
1,834.2
Group Revenue
3,839.7
5,425.4
(1,795.6)
3,629.8
EBITDA (pre-exceptional)
GPN
305.4
282.3
–
282.3
GN
245.9
211.1
–
211.1
Group EBITDA
551.3
493.4
–
493.4
EBITDA margin (pre-exceptional)
GPN
16.9%
15.7%
–
15.7%
GN
12.1%
5.8%
570bps
11.5%
Group EBITDA margin
14.4%
9.1%
450bps
13.6%
35
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
Revenues increased by 5.8% on a pro forma constant currency
basis to $3.8 billion with EBITDA (before exceptional items)
of $551.3 million achieved, representing an increase of 11.8%
constant currency (11.7% reported) over prior year. The Group
reported adjusted EPS of 140.03 cent (all continuing operations),
an increase of 6.8% constant currency (6.6% reported) on prior
year. Basic EPS from continuing operations of 63.21 cent was
achieved (2023: 130.41 cent), a decrease of 52.0% constant
currency (51.5% reported) primarily due to non-cash impairments
in the Glanbia Performance Nutrition business.
OCF was strong at $485.1 million converting 88.0% of EBITDA into
OCF, against a target of 80% conversion. Free cash flow (“FCF”)
for the year was $402.5 million.
The Group’s portfolio continued to evolve with the acquisition
of Flavor Producers, which expanded our flavour offerings,
bringing new capabilities in the attractive and growing natural
and organic flavours market, which are aligned with long-term
consumer trends. As part of its portfolio review and to ensure
focus on high growth opportunities, the Group has evaluated the
role of its Benelux Direct-to-Consumer e-commerce business,
Body & Fit, and its weight management brand SlimFast, making
the decision to exit both businesses. The Group continues
to evaluate its broader portfolio with a focus on delivering
sustainable and profitable growth.
Share buyback activity continued during 2024, returning
€102 million to shareholders in the year. With confidence
in the strong cash generation abilities of the organisation,
two €50 million programmes were completed in 2024 and a
third €50 million programme commenced in December 2024.
The Board has further authorised an additional €100 million in
share buybacks for 2025 as an effective mechanism to return
value to shareholders. In addition, the Board is recommending a
final dividend of 23.33 €cent per share, representing a dividend
payout of 30.1% of adjusted EPS in respect of 2024.
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. The current
debt facilities of approximately $1.3 billion and the Group’s ability
to generate cash position the Group well with the capacity to
finance future investments and progress the strategic growth
agenda.
ROCE from continuing operations increased by 20 basis points to
12.4% (2023: 12.2%), 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.
Looking ahead
As announced on 6 November 2024, Glanbia has commenced
a group-wide transformation programme to drive efficiencies
across the Group’s new operating model and support the next
phase of growth through three focused divisions: Performance
Nutrition, Health & Nutrition and Dairy Nutrition.
Health & Nutrition comprises the premix solutions and flavours
platforms and will focus on high-growth priority end-use
markets. Dairy Nutrition combines the US Cheese and Nutritional
Solutions protein portfolios and will operate as a standalone
business with a dedicated leadership team from 1 July, with the
goal of optimising profits and returns as a leading dairy business.
The new operating model is designed to further simplify the
business, increase focus on high-growth end-use markets, and
provide greater insight into Glanbia’s value drivers and growth
opportunities.
The programme is a three year initiative expected to generate
annual cost savings of at least $50 million by 2027. These savings
will be allocated across a mix of reinvestment into the business
and profitability improvement.
2024 Income statement review
The 2024 results are for the 53 week period ended 4 January
2025 while 2023 comparatives are for the 52 week period ended
30 December 2023.
Revenue and EBITDA
Revenue and EBITDA are key performance indicators (“KPIs”) for
the Group. In particular the Group focuses on revenue, volumes
and EBITDA margins to assess underlying performance. Details
of these KPIs are set out below.
The Group has adopted EBITDA as a key performance measure
from 2024. This aligns with industry standards.
$m
2024
Pro forma
2023
Pro forma
change
Pro forma
constant
currency
change1
Revenue
GPN
1,806.7
1,795.6
0.6%
0.5%
GN
2,033.0
1,834.2
10.8%
10.9%
Group Revenue
3,839.7
3,629.8
5.8%
5.8%
EBITDA (pre-exceptional)
GPN
305.4
282.3
8.2%
8.3%
GN
245.9
211.1
16.5%
16.5%
Group EBITDA
551.3
493.4
11.7%
11.8%
EBITDA margin (pre-exceptional)
GPN
16.9%
15.7%
120 bps
120 bps
GN
12.1%
11.5%
60 bps
60 bps
Group EBITDA margin
14.4%
13.6%
80bps
80bps
1.
References to constant and reported currency percentage movements
herein are based on 2023 pro forma.
Revenue
Revenue increased in 2024 by 5.8% versus prior year on a
constant currency basis to $3.8 billion, driven by volume increase
of 2.3%, pricing declines of 0.5%, impact of 53rd week 2.0% and
M&A related increase of 2.0%. Further details on revenue by
Business Unit is set out overleaf.
36
Glanbia plc | Annual Report and Financial Statements 2024
Chief Financial Officer’s review continued
Glanbia Performance Nutrition
FY23
FX
FY23 cc
Volume
Price
53rd week
FY24
$0m
$300m
$600m
$1,000m
$1,300m
$1,600m
$2,000m
2.2m
2.9%
(4.2%)
$1,795.6m
$1,797.8m
1.8%
$1,806.7m
GPN revenue increased by 0.5% constant currency (0.6%
reported) in 2024. This was driven by volume increases of 2.9%,
price decrease of 4.2% and the impact of the 53rd week of
1.8%. The volume increase was largely driven by the protein
growth brands, Optimum Nutrition and Isopure, both of which
delivered double digit volume growth. Optimum Nutrition,
which represents 66% of GPN revenue, continues to strengthen
its brand to drive global distribution and velocities. Pricing
was negative largely as a result of promotional activity and
some tactical price reductions during the year as a result of an
increased competitive environment.
GPN Americas revenue decreased by 0.5%, with strong growth
in the Optimum Nutrition and Isopure brands offset by declines
in other portfolio brands, primarily driven by SlimFast. Optimum
Nutrition continues to strengthen its strong consumer position
and delivered US consumption growth of 0.4%1, building on a
strong comparative period. This was driven by strong growth
in the online and FDM channels, offset by declines in the
specialty channel and competitive dynamics in the club
channel in the second half. The healthy lifestyle portfolio saw
US consumption growth of 3.3%1 across the think!, Isopure and
Amazing Grass brands.
GPN International, which represents 36% of GPN revenue, grew
revenue by 2.3%. Growth across the region was driven by strong
volume growth in the Optimum Nutrition brand across key
priority markets, including strong growth in Asia.
Glanbia Nutritionals
Glanbia Nutritionals (“GN”) revenues increased by 10.9%
constant currency (10.8% reported) driven by volume increases of
1.7%, price increases of 3.2%, M&A related increases of 3.7% and
2.3% increase from 53rd week.
Nutritional Solutions
$0m
$250m
$500m
$750m
$1,000m
$1,250m
(1.7)
3.6%
0.4%
$885.4m
$883.7m
7.7%
2.3%
$1,007.7m
FY23
FX
FY23 cc
Volume
Price
FY24
53rd
week
Acquisitions
GN NS revenue increased by 14.0% in 2024. This was driven by
3.6% increase in volume, 0.4% increase in price, 2.3% increase as
a result of the impact of the 53rd week and 7.7% increase driven
by the net impact of acquisitions. The volume increase was driven
by a good performance in the premix solutions and proteins
businesses. The price increase was driven by strong dairy market
pricing, somewhat offset by negative premix pricing.
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 28 December 2024.
US Cheese
FY23
FX
FY23 cc
Volume
Price
FY24
$0m
$200m
$400m
$600m
$800m
$1,000m
$1,200m
53rd week
(0.0m)
5.8%
0.1%
$948.8m
2.2%
$1,025.3m
$948.8m
US Cheese revenue increased by 8.1% in 2024. This was driven by
0.1% increase in volume, 5.8% increase in price and 2.2% increase
as a result of the impact of the 53rd week. Price increases were
primarily as a result of dairy market pricing.
EBITDA (pre-exceptional)
EBITDA before exceptional items increased 11.8% constant
currency (11.7% reported) to $551.3 million (2023: $493.4 million)
with strong EBITDA growth in both GPN and GN. EBITDA margin
in FY 2024 was 14.4% compared to 13.6% in 2023, representing an
increase of 80 basis points.
GPN EBITDA increased by 8.3% constant currency versus prior
year to $305.4 million and EBITDA margin increased by 120
basis points to 16.9%. This was driven by lower input costs in
the first half of the year, continued focus on revenue growth
management initiatives, operating efficiencies and margin
optimisation, somewhat offset by rising input costs in the second
half of the year.
GN NS EBITDA was $200.0 million, a 27.2% constant currency
increase versus prior year. EBITDA margins increased by
200 basis points to 19.8% primarily as a result of stronger
dairy pricing within the proteins business. US Cheese EBITDA
decreased by 14.7% to $45.9 million due to market dynamics and
lapping procurement benefits in the prior year.
Net finance costs (pre-exceptional)
$m
2024
2023
Change
Finance income
5.4
9.8
(4.4)
Finance costs
(32.2)
(22.1)
(10.1)
Net finance costs
(26.8)
(12.3)
(14.5)
Net finance costs (pre-exceptional) increased by $14.5 million
to $26.8 million (2023: $12.3 million). The increase was primarily
driven by an increase in the Group’s average net financial
indebtedness during 2024 due to the acquisition of the Flavor
Producers business, as well as the full year impact of higher
interest charges on $169 million of bank borrowings which were
re-fixed at higher interest rates in late 2023. The Group’s average
interest rate was 4.60% (2023: 2.0%). Glanbia operates a policy of
fixing a significant proportion of its interest rate exposure.
Share of results of joint ventures (pre-exceptional)
$m
2024
2023
Change
Share of profits of joint ventures
0.1
12.5
(12.4)
The Group’s share of joint ventures’ profit after tax
(pre-exceptional) decreased by $12.4 million to $0.1 million,
largely driven by higher input costs as a result of unfavourable
market pricing dynamics.
37
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
Income taxes
$m
2024
2023
Change
Income taxes
43.3
44.7
(1.4)
Exceptional tax credit
15.8
1.8
14.0
Income taxes (pre-exceptional)
59.1
46.5
12.6
Effective tax rate
16.0%
14.0%
2%
The 2024 pre-exceptional tax charge increased by $12.6 million to
$59.1 million (2023: $46.5 million). This represents an effective tax
rate, excluding joint venture, of 16.0% (2023: 14.0%). The tax credit
related to exceptional items is $15.8 million (2023: credit of $1.8
million) and relates primarily to the impairment of the SlimFast
Americas cash generating unit. The Group currently expects that
its effective tax rate for 2025 will be in the range of 14% to 16%.
Exceptional items
$m – continuing operations
2024
2023
Group-wide transformation programme
(note 1)
18.0
6.0
Acquisition and integration costs (note 2)
5.7
–
Pension related costs (note 3)
0.3
2.5
Net gain on disposal/exit of operations
(note 4)
–
(56.3)
Impairment of non-core assets held for
sale (note 5)
46.0
–
Impairment of intangible assets (note 6)
91.4
–
Total
161.4
(47.8)
Exceptional tax credit
(15.8)
(1.8)
Total exceptional charge/(gain) –
continuing operations
145.6
(49.6)
$m – discontinued operations
2024
2023
Exceptional charge after tax from
discontinued operations (note 7)
–
3.2
Total exceptional charge/(gain) in the year
145.6
(46.4)
1. Group-wide transformation programme: During 2023 the
Group commenced a number of initiatives to realign support
functions and optimise structures to more efficiently support
business operations and growth. On 6 November 2024, a
group-wide transformation programme was announced to drive
efficiencies across the new operating model and support the
next phase of growth. This multi-year programme is focused
on driving efficiencies across the Group’s operating model and
supply chains while leveraging the Group’s digital transformation
capabilities.
During 2024, the Group incurred costs of $18.0 million
(2023: $6.0 million) primarily related to advisory fees and
people related costs.
2. Acquisition and integration costs: These costs relate to the
transaction and integration costs associated with the Flavor
Producers business.
3. Pension related costs: These costs relate to the restructure of
certain legacy defined benefit pension schemes in the UK. Final
wind up is anticipated in 2025.
4. Net gain on disposal/exit of operations: The prior year net
gain related primarily to disposals of the UK and EU Leprino
Foods (formerly known as Glanbia Cheese) joint ventures and
a small US bottling facility (Aseptic Solutions) which were
previously designated as held for sale.
5. Impairment of non-core assets held for sale: The charge
relates to fair value adjustments to reduce the carrying value of
assets held for sale to recoverable value. The assets relate to the
Benelux Direct-to-Consumer (“DTC”) online branded business
(Body & Fit Sportsnutrition B.V.). Following the completion of a
portfolio review, these assets and liabilities were determined to
be non-core and a decision was made to divest of them, resulting
in the designation as held for sale at year end. A process of
disposal has commenced and a sale is expected to be executed
in FY 2025.
6. Impairment of intangible assets: In accordance with IAS 36
Impairment of Assets, the Group is required to assess goodwill
and other intangible assets for impairment. Accordingly,
impairment reviews are performed annually, or more frequently
if there is an indication that the carrying amount may not be
recoverable. A non-cash impairment charge of $91.4 million
has been recognised during the year in respect of the SlimFast
Americas cash generating unit reflecting continuing challenges
in the weight management category impacting the brand’s
performance. Subsequent to year end the Directors approved the
commencement of a sales process for the SlimFast brand.
7. Exceptional charge after tax from discontinued operations:
Prior year charge related to the crystallisation of certain
contingent costs associated with the Group’s divestment of
Tirlán Limited.
Profit after tax
$m
2024
2023
Change
Profit after tax –
continuing operations
164.7
347.7
(183.0)
Loss after tax –
discontinued operations
–
(3.2)
3.2
Profit after tax for the year
164.7
344.5
(179.8)
Profit after tax from continuing operations comprises pre-
exceptional profit of $310.3 million (2023: $298.1 million). The
$12.2 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 the joint venture, and an increase in net
finance costs.
Exceptional charges after tax of $145.6 million in the year
predominantly related to non-cash impairments in the GPN
business. In the prior year, exceptional gains of $46.4 million
mainly related to profit on disposal of UK and EU Leprino Foods
joint ventures.
Profit after tax and exceptionals for the year was $164.7 million
compared to $344.5 million in 2023, comprising continuing
operations of $164.7 million (2023: $347.7 million).
38
Glanbia plc | Annual Report and Financial Statements 2024
Chief Financial Officer’s review continued
Earnings Per Share
$
2024
2023
Change
Constant
Currency
Change
Basic EPS
63.21c
129.21c
(51.1%)
(51.5%)
– continuing
63.21c
130.41c
(51.5%)
(52.0%)
– discontinued
–
(1.20c)
100%
100%
Adjusted EPS
140.03c
131.37c
6.6%
6.8%
– continuing
140.03c
131.37c
6.6%
6.8%
– discontinued
nil
nil
nil
nil
Basic EPS from continuing operations decreased by 51.5%
reported versus prior year, driven by exceptional charges
predominantly related to non-cash impairments in the
GPN business.
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 6.8%
constant currency (6.6% reported) in the year, all from continuing
operations.
Foreign exchange
Group results are impacted by year-on-year fluctuations in
exchange rates versus the US dollar. Key non-US dollar currencies
for the Group during the year were euro and pound sterling, for
which average and year-end rates were as follows:
Average
Year-end
1 US dollar =
2024
2023
2024
2023
euro
0.9246
0.9247
0.9710
0.9050
Pound sterling
0.7827
0.8043
0.8058
0.7865
Cash flow and capital allocation
Cash flow generation and conversion
$m
2024
2023
EBITDA (pre-exceptional)
551.3
493.4
Movement in working capital (pre-
exceptional)
(37.5)
(25.0)
Business-sustaining capital expenditure
(28.7)
(22.5)
Operating cash flow
485.1
445.9
Net interest and tax paid
(65.7)
(51.8)
Payment of lease liabilities
(23.7)
(19.9)
Dividend from related parties
5.0
32.0
Other inflows/(outflows)
1.8
(16.4)
Free cash flow
402.5
389.8
Strategic capital expenditure
(58.4)
(51.7)
Dividends paid to Company shareholders
(104.4)
(97.2)
Share buyback (purchase of own shares)
(111.4)
(108.7)
Payment for acquisition of businesses/
subsidiaries
(297.0)
(72.2)
Exceptional cash paid
(22.7)
(13.5)
Loans/investment in related parties
–
67.8
Proceeds on disposal of non-core
businesses
–
132.0
Net cash flow
(191.4)
246.3
Exchange translation
2.4
(5.5)
Cash acquired on acquisition
1.7
0.5
Net debt movement
(187.3)
241.3
Opening net debt
(248.7)
(490.0)
Closing net debt
(436.0)
(248.7)
Operating Cash Flow (“OCF”) is a Group KPI guided to the market
and is an element of Executive Director and senior management
remuneration. The Group’s OCF was $485.1 million in the year
(2023: $445.9 million) and represents a strong cash conversion on
EBITDA of 88.0% (2023: 90.4%). The OCF conversion target for the
year was 80%.
The increase in OCF versus prior year relates primarily to higher
EBITDA of $57.9 million across the business, partially offset by a
modest increase in working capital outflow of $12.5 million and
an increase in business-sustaining capex of $6.2 million.
The Group’s FCF amounted to $402.5 million versus $389.8 million
in the prior year. The increase was primarily due to an increase in
OCF which was partially offset by higher interest payments and
lower dividends received from joint ventures.
Capital allocated for the benefit of shareholders includes
regular dividend payments of $104.4 million (2023: $97.2 million).
Acquisition spend relates primarily to the acquisition of Flavor
Producers for an initial consideration of $299.7 million.
Group financing
Financing measures
2024
2023
Net debt ($m)
436.0
248.7
Net debt: adjusted EBITDA
0.81 times 0.50 times
Adjusted EBIT: adjusted net finance cost
16.7 times 38.1 times
The Group’s financial position continues to be strong. At year
end 2024, net debt was $436.0 million (2023: $248.7 million), an
increase of $187.3 million from prior year and the Group had
committed debt facilities of $1.3 billion (2023: $1.3 billion) with
a weighted average maturity of 3.8 years (2023: 4.7 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 0.81 times
(2023: 0.50 times) and interest cover was 16.7 times (2023: 38.1
times), both metrics remaining well within financing covenants.
Capital expenditure
Cash outflow relating to capital expenditure in the year
amounted to $87.1 million (2023: $74.2 million), including
$28.7 million of business-sustaining capital expenditure and
$58.4 million of strategic capital expenditure. Key strategic
projects completed in 2024 include ongoing capacity
enhancement, business integrations and IT investments to drive
further efficiencies in operations.
Dividends
The Board is recommending a final dividend of 23.33 €cent
per share which brings the total dividend for the year to 38.97
€cent per share, a 10% increase on the prior year. This total
dividend represents a payout ratio of 30.1% of 2024 adjusted
EPS which is in line with the Board’s target dividend payout ratio
of 25% to 35%. The final dividend will be paid on 2 May 2025 to
shareholders on the share register on 21 March 2025.
Dividend per Share and Payout Ratio
10
20
50
0
40
30
2020
2021
2022
2023
2024
38.97c
35.43c
32.21c
29.28c
26.62c
38.97c
35.43c
32.21c
29.28c
26.62c
30.1%
29.2%
31.0%
33.6%
36.1%
Dividend Per Share
Dividend Payout Ratio
39
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
Share buyback
Share buyback activity continued during 2024, returning €102
million to shareholders in the year. With confidence in the
strong cash generation abilities of the organisation, the Board
has further authorised an additional €100 million in share
buybacks for 2025 as an effective mechanism to return value to
shareholders.
Return on Capital Employed
2024
2023
Change
Return on Capital Employed
– continuing operations
12.4%
12.2%
+20bps
ROCE increased in 2024 by 20 basis points to 12.4%. This increase
was primarily due to the continued growth in profitability of
the wholly-owned business, as well as operational efficiencies
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.
Sustainability
Glanbia as an organisation is focused on delivering against
our stated commitments and integrating sustainability within
our strategic decisions. This includes enhancing our reporting
capabilities and related Sustainability Reporting Framework
to meet the EU Corporate Sustainability Reporting Directive
requirements, coming into effect for Glanbia in financial
year 2025.
We continued to progress our sustainability agenda, including
the effective management of the evolving regulatory
environment globally.
During 2024, the Group agreed Sustainability Linked Loan (“SLL”)
status for all its bilateral Revolving Credit Facilities amounting
to $729 million. The loan agreements now incorporate annual
targets in relation to four separate environmental metrics,
namely, Emissions, Water usage, Packaging and Waste
throughout the remaining life of the facilities.
Further details on our sustainability performance can be found
on page 42-63.
Investor relations
Glanbia has a proactive approach to shareholder engagement
with the Annual General Meeting (“AGM”) being a key event
annually. In 2024, an in person AGM was held on 1 May at the
Newpark Hotel in Kilkenny, Ireland. All details relating to the AGM
were published on the Company’s website: www.glanbia.com/
agm.
In 2024, the Group engaged with shareholders and investors
through a series of strategic activities. These included a
shareholder consultation on resolution 6 (remuneration policy),
which was put to the AGM in May 2024. It also included several
investor roadshows and media briefings following the Group’s
full year and half year results, providing opportunities for direct
engagement and communication. Additionally, the Group held
an investor day in the United States, which included a tour of
Glanbia Performance Nutrition’s production plant in Aurora,
Illinois, and provided an update on key brands within the Glanbia
Performance Nutrition portfolio.
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 website: www.glanbia.com.
Audit tender
In compliance with the regulations mandating public interest
entities to tender their audits every ten years, the Board
commenced an audit tender process in 2024 to select the
Group’s next statutory auditor effective FY 2026. The Audit
Committee recommended EY as the Group’s statutory auditor
to the Board, which it has approved. Subject to approval at
the AGM, EY will be appointed as our new statutory auditor
commencing from 4 January 2026.
Annual General Meeting (“AGM”)
Glanbia plc’s AGM will be held on Wednesday, 30 April 2025, at
11.00 a.m. at Killashee Hotel, Kilcullen Road, Naas, Co. Kildare,
W91 DC98, Ireland.
Mark Garvey
Chief Financial Officer
40
Glanbia plc | Annual Report and Financial Statements 2024
In this section
Sustainability
42
Risk management
64
Principal risks and uncertainties
70
Working together with our stakeholders and
focusing on the areas where we have the highest
impact, we strive to contribute positively to the
environment and society in which we operate.
Our sustainability strategy “Better Nutrition, Better World” focuses on
the three pillars: our planet, our people and our performance. Within this
section we outline our commitments and related performance against these
pillars. We also highlight the steps we are taking to meet the associated
increased reporting and transparency requirements in preparation for the
EU Corporate Sustainability Reporting Directive (“CSRD”).
Sustainable operations
READ MORE
P42-43
41
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
42
Glanbia plc | Annual Report and Financial Statements 2024
Better
Nutrition
Sustainability
Global group strategy
Our strategic priorities are supported by the following enablers:
• Powerful consumer trends
• Culture and talent
• Disciplined financial management
• Sustainable operations
In this section, we outline our main sustainability commitments, actions, and the
2024 financial year mandatory sustainability reporting requirements. This includes
disclosures relating to the EU Non-Financial Reporting Directive, EU Taxonomy
for Sustainable Activities, and Taskforce for Climate-related Financial Disclosures
(“TCFD”) Report.
The 17 United Nations Sustainable Development Goals (“SDGs”) aim to address
global issues like poverty, injustice, and climate change. Our business aims to
create measurable value and contribute positively to society. While all 17 SDGs are
important, we focus on six where we can make the biggest impact. More details
on how we manage our key sustainability topics and how we contribute to the UN
SDGs are included in our separate Sustainability Report, published on our website
glanbia.com.
In preparation for the EU Corporate Sustainability Reporting Directive (“CSRD”)
due to come into effect for Glanbia for financial year 2025, we aligned our separate
Sustainability Report with the associated standards, where possible. This includes
publishing the results of our double materiality assessment.
Performance
Objective:
Fostering sustainable growth
through a culture of environmental
and social responsibility, strong
governance, and accountability,
while striving for the highest
standards of business ethics.
We are a trustworthy business
with trusted brands.
Planet
Objective:
Along with growing our business
we will reduce our impact on
the environment in the areas of
emissions, water, nature and waste.
People
Objective:
We are dedicated to building an
inclusive culture that empowers our
employees and positively impacts
people across all our activities,
from workers in our value chain
through to our valued consumers.
We believe people are the key to
growing sustainably and supporting
our consumers ongoing nutritional
requirements.
Our sustainability strategy
“Better Nutrition, Better World”
supports our global goals.
At Glanbia, our mission is to provide better nutrition throughout
your life. We believe it’s our duty to protect the planet for future
generations. That’s why we created our “Better Nutrition,
Better World” sustainability strategy. This plan helps us grow
responsibly while caring for the environment and society.
It focuses on three sustainability pillars: Planet, People,
and Performance.
43
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
Goals:
• Embed environmental, social and
governance (“ESG”) responsibilities
and culture across our business to
drive incremental change to meet our
wider “Better Nutrition, Better World”
objectives.
• Conduct business ethically and with
strong governance, resulting in growth
with integrity.
• Invest in markets and technologies
to drive innovation and growth, while
adhering to our environmental targets.
Relevant UN Sustainable
Development Goals:
Goals:
• Reducing our greenhouse gas (“GHG”)
emissions across our operations and
our value chain, in line with globally
recognised expectations.
• Enhancing water stewardship and
nature conservation across our
operations and our value chain.
• Optimising resource use and
minimising waste by promoting
circularity in our value chain, whilst
continuously refining our own
operations.
Relevant UN Sustainable
Development Goals:
Our strategic enablers
Focus areas
Powerful
consumer
trends
Culture
and
talent
Disciplined
financial
management
Sustainable
operations
Reducing
GHG emissions
Water stewardship and
nature conservation
Circular economy
Our strategic enablers
Focus areas
Powerful
consumer
trends
Culture
and
talent
Disciplined
financial
management
Sustainable
operations
ESG governance
Business ethics
Innovation investment
Goals:
• Foster an inclusive and diverse culture
that supports employee growth and
wellbeing, while ensuring a safe and
healthy working environment.
• Ensure fair and safe working
conditions for all workers in our value
chain.
• Ensure robust product safety and
transparency to maintain consumer
trust and wellbeing.
Relevant UN Sustainable
Development Goals:
Our strategic enablers
Focus areas
Powerful
consumer
trends
Culture
and
talent
Disciplined
financial
management
Sustainable
operations
Inclusive culture
Health & safety
Food quality and
safety
44
Glanbia plc | Annual Report and Financial Statements 2024
Sustainability continued
Our engagement with stakeholders
One of our core values is ‘Respect for People’.
Valuing all our stakeholders is at Glanbia’s core
and builds a better business.
To support this core value Glanbia aims to create trusted relationships through effective
engagement and understanding the needs of all our stakeholders. We reflect the outcomes
of this engagement within our sustainability strategy and related actions.
The Board is aware that the Group’s actions and decisions impact all our stakeholders, and it
ensures that there is regular dialogue with stakeholders, carried out by those most relevant to the
stakeholder group or issue, and discussed appropriately in the boardroom. For more information
see pages 89-90.
Employees
Regular and ongoing
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.
Read more
Pages 58-59
Key topic
• Group strategic agenda/
priorities
• Safety and support at work
• Smart (flexible) working
• Diverse and inclusive
workplaces
• Career development
• Reward framework
How we engage
• 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 townhalls
• Engagement and regular
pulse surveys
• Connection to the Board
through a dedicated Workforce
Engagement Director
• Employee Resource Groups
• ‘Speak Up’ and Whistleblowing
procedures
• Monitoring of actions to
address topics raised by
employees
• Regular on-site initiatives,
including Wellbeing Week
Outcome
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
73 points (up 1 point since 2023).
• 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 and act as our
customers’ most valued
partner, creating a world of
sustainable nutrition.
Read more
Pages 26-33
Key topic
• 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
How we engage
• Customer relationship
development – key account
managers, R&D insights and
brand teams
• Company websites &
social media
• Formal market research
• Exhibitions
• Product information
on packaging
• Customer surveys
• GPN Sports Nutrition School
Outcome
Engaging with our consumers
means we enable them to
achieve their lifestyle and
nutrition goals. We bring strong
market insights and ensure the
supply of quality product to our
customers
• The Optimum Nutrition (“ON”)
brand is one of the world’s
most awarded, most reviewed,
and most nominated sports
nutrition brands by consumers.
• ON is a $1bn brand consistently
achieving strong Net Promotor
Scores.
• Gold Standard Whey tub was
assigned ‘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.
45
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
Local communities
Our committed focus is on
the wellbeing and prosperity
of the communities directly
affected by our activities
within our operational
regions, supply chains,
and employment areas.
Read more
Pages 61 and 90
Key topic
• Economic development of
the communities in which
we operate
• ESG impact on local
communities
How we engage
• GPN Sports Nutrition School
• Employee volunteering
programme
• Ongoing dialogue and funding
of community and charitable
organisations
• Providing safe and inclusive
workplaces
• Building sustainable supply
chains
• Delivering programmes to
support health and wellbeing
Outcome
Strong and positive
community relationships
Engagement with our local
communities in 2024 extended
from creating satisfying work to
helping to improve the lives of
those people who live close to our
operations.
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.
Read more Page 89
Key topic
• Strategic agenda/priorities
• Governance performance
• Portfolio evolution through
organic growth, acquisitions,
and divestments
• ESG agenda and priorities
How we engage
• Investor meetings
and conferences
• Regular publicly available
performance and strategy
updates
• Perception survey
• Annual general meeting
• One-to-one meetings and calls
• Climate Disclosure Project
(“CDP”) reporting
• Key investor rating assessments
Outcome
Trust and engagement from
the shareholder and investor
community
Engagement with investors helps
us understand their expectations
of our strategic agenda, risk
management, financial and ESG
performance. During 2024,
investor focus continued around
the Group’s strategic direction,
performance, emissions
reduction, and employee
engagement.
Suppliers, joint venture
and business partners
By partnering and engaging
with our suppliers and joint
venture partner, and
establishing trusted business
partnerships within our value
chain, we enable them to
meet our high standards in
food safety and quality,
business ethics, labour, human
rights, and the environment.
Read more
Pages 61 and 90
Key topic
• Responsible sourcing and
use of raw materials
• Long-term, sustainable
partnerships
• Positive environmental and
social impact
• Ethical business conduct
How we engage
• Supplier surveys and audits
• Contractual meetings
• Tenders
• Information requests
• E-tendering platforms
• Assessment and due diligence
• Membership of industry
associations
• Membership on industry
expert panels
• Communication of Group
policies
Outcome
Partnering with
our suppliers, joint venture
partner, and business partners
to make sustained positive
impacts in the value chain
We engage with suppliers to
develop a responsible and
sustainable supply chain to
deliver innovative and
sustainable products. During
2024, we engaged with our
suppliers specifically on driving
improvements across our
sustainability priority areas.
Other stakeholders
Through active engagement
with governments, non-
governmental organisations
(“NGOs”) and group
representatives of silent
stakeholders such as nature,
we can share valuable insights
gained as a global nutrition
business 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.
Read more Page 90
Key topic
• 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
How we engage
• Industry associations
• Briefings & direct meetings
• Multistakeholder forums
• Participating in relevant calls
for information
• One-to-one meetings
• Participation in relevant events
Outcome
Engagement with
other stakeholders
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.
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.
46
Glanbia plc | Annual Report and Financial Statements 2024
1. Climate governance
Board’s oversight on climate-related
risks and opportunities
The Board has actively overseen the
Group’s sustainability strategy, with
a clear focus on climate action and
performance. This includes regular
updates from senior leadership, such as
the Senior Vice President of Sustainability
and the Head of ESG Governance and
Reporting, on the Group’s climate goals,
strategies, and disclosures. Climate
change impacts are integrated into
the broader strategic decision-making
process, including major capital
expenditures and business acquisitions.
The Board monitors progress against
climate-related targets through
detailed reports from the Sustainability
Committee. Additionally, climate-related
metrics are considered in the Group’s
financial and business planning cycles,
with specific attention to Scope 1, 2 and
3 emissions strategies as these, along
with water and waste performance, were
identified as key mitigants to the risks
explored through our scenario analysis.
Management’s role
The Chief Executive Officer and Executive
team (Group Operating Executive)
oversee sustainability performance
and execute the Group’s strategic
plans. The CEO of Glanbia Nutritionals
holds overall ownership of Glanbia’s
sustainability strategy reflecting GN’s
significant manufacturing footprint.
The Chief Financial Officer ensures
compliance with reporting requirements
and integrates ESG metrics into
capital acquisitions. The Operations
Steering Committee, includes senior
leadership from operations, engineering,
sustainability and procurement. This
committee evaluates and manages
sustainability performance. Key
agenda items include updates on
performance against targets, progress
on decarbonisation initiatives, and
evaluation of climate-related risks and
opportunities. Management provided
regular reports to the Sustainability
Committee on climate change matters
through formal reports, meeting four
times during the year. Furthermore,
executive remuneration policy is aligned
with sustainability goals, incorporating
metrics for carbon reduction and other
environmental targets. For further
information refer to the Sustainability
Committee Report on page 112.
Planet
Along with growing our business we will reduce our impact on the environment in the areas of
emissions, water, nature and waste.
1.
Climate
governance
2. Strategic impact
3. Scenario
analysis and risk
management
4. Metrics and targets
At Glanbia, sustainability and environmental stewardship is at the core of our operations.
This section of our annual report, “Planet,” outlines our ongoing efforts and achievements in
reducing our environmental impact. We align our reporting with the Environmental, Social,
and Governance (“ESG”) standards, ensuring transparency and accountability in our practices.
Glanbia recognises that measuring,
managing, and reporting environmental
impact is critical not only for the planet
and communities where we work but also
for our future growth.
Our Task Force on Climate-related
Financial Disclosures (“TCFD”) Report,
provides a comprehensive overview
of how we manage climate-related
risks and opportunities and concludes
with the analyses of our Scope 1, 2 and
3 greenhouse gas (“GHG”) emissions,
water usage, waste management, and
packaging initiatives. These areas are
critical to our sustainability strategy
and reflect our dedication to creating a
positive environmental impact.
Task Force on Climate-related
Financial Disclosures Report
We identified and assessed our
climate-related risks and opportunities
and continue to monitor and embed
these impacts within our governance,
operations, 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 TCFD
recommendations.
This statement applies to the parts of
the business over which Glanbia has
operational control. This includes both
the Group’s wholly-owned operations and
the MWC-Southwest Holdings LLC joint
venture operations where Glanbia plc has
authority to introduce and implement
operating policies in accordance with our
sustainability strategy.
Our disclosure follows four key pillars,
summarised below:
Sustainability continued
Planet
47
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
2. Strategic impact
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 our
sustainability strategy, which includes
setting Scope 1, 2 and 3 carbon emission
reduction targets and creating robust
roadmaps for their delivery.
In the Sustainability Committee Report
on page 112 we describe the Board
and related Committees’ oversight of
climate-related risks and opportunities
and the role of management in assessing
these. In the Risk Management Report on
page 64, we explain how climate-related
risk is integrated into the risk processes
that operate throughout the Group.
Included on page 66 in the ‘Identifying
and assessing climate related risks
and opportunities’ 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 50-51
we describe the potential impacts of such
risks and opportunities under different
scenarios and page 52 outlines resilience
measures and actions to mitigate risks
and capitalise on opportunities.
Focus on climate impact
Our purpose is to deliver better nutrition
for every step of life’s journey and
integrating our sustainability strategy
and commitments is a key lever to
accelerate our performance in the
markets we operate in. We continuously
review our climate commitments,
aligning with a science-based approach
and focusing on delivering our stated
targets in the areas of GHG emissions
reduction, freshwater use reduction,
improved waste management and
packaging circularity.
We are focused on three priorities aligned
with our growth ambition:
• Optimise the business: Driving
operational efficiency, reducing
environmental impact, and improving
financial performance to ensure
sustainability.
• Grow the core: Innovating and
collaborating with customers to
anticipate market trends and create
sustainable products that meet
nutritional needs.
• Disciplined capital allocation:
Investing in areas that enhance
our expertise, align with climate
commitments, and reflect evolving
climate and regulatory trends.
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
socioeconomic 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
In 2024, Glanbia again partnered with
the Carbon Trust, an independent
sustainability consultant 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. This
evaluation forms part of the wider Group
Risk Management Framework. Refer to
page 64.
As part of this process, we assessed
our business readiness to respond to
such risks and reviewed our mitigation
measures and strategic plans to support
our resilience assessment. Refer to page
52 for details on our key resilience factors
and page 49 for details on the potential
opportunity impacts we are monitoring.
Included on the next page is a table
which summarises table of the climate
risk areas assessed.
Functional Workstreams
Group Operating Executive
Glanbia plc Board
Remuneration Committee
Sustainability Committee
Audit Committee
Energy
Water
Waste
Packaging
Procurement
Sustainability Operations Steering Committee
Climate-related governance
48
Glanbia plc | Annual Report and Financial Statements 2024
Sustainability continued
Planet continued
Assessing climate-related risks
and opportunities
In 2024, we assessed our climate-related
risks and opportunities to deepen our
understanding of how they might impact
our business, operations, and strategy.
We partnered with the Carbon Trust
to run various scenarios using climate
science and scenario data.
This comprehensive modelling approach
quantified the potential financial
implications of identified climate-related
risks and opportunities on Glanbia’s
operations and broader value chain.
Transition risks and opportunities were
assessed to a 2033 timeframe, while
physical risks were modelled up to 2050
due to their longer-term impact.
This analysis provided a critical
evaluation of Glanbia’s most significant
climate-related risks and opportunities.
It enabled us to prioritise these
risks, determine their materiality,
identify critical risk hotspots, assess
our business’s readiness to address
these challenges, explore potential
opportunities, and evaluate our current
strategies and business continuity plans
against defined scenarios.
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/consumer behaviour
due to sustainability concerns and how
this impacts the dairy market. We closely
monitor this risk through our consumer
insights team and direct engagement
with our customers, including
questionnaires and data requests
through our commercial management
teams. The insights team uses a number
of strategies to track end-consumer
sentiment and emerging trends toward
dairy, which then feed into our overall
product strategy and research and
development pipeline.
For the assessment of this risk in our
scenario modelling we have looked at how
a shift to a vegetarian diet by consumers,
in an effort to reduce climate impact, may
impact our sales in the dairy market.
Reputation
Glanbia partners with leading global food
and beverage brands and retailers, all
of which have their own climate change
commitments. These brands increasingly
seek partners who can adapt to the
shifting customer requirements and
help them achieve their targets. Failing
to take adequate action on climate
change could harm our reputation and
damage our commercial and stakeholder
relationships, presenting a potential
reputational and commercial risk.
In our modelling we looked at how not
aligning with our customers Scope 3
reduction targets could impact our business.
Policy
The risk of current and emerging
regulations is a key climate consideration
monitored by Glanbia. This includes
regulations and policies which have a
direct impact such as carbon taxes.
In our risk assessment we have modelled
the impact of increased energy prices due
to carbon taxes, the impact of regulation
on dairy farmers to reduce methane
emissions and regulations concerning
consumer packaging specifications.
Technology
Our assessment of technology risk
focuses on the required investment in
operational decarbonisation to fulfil our
stated Scope 1 and 2 emission reduction
targets and we integrated these
requirements into our business strategy.
As a result, we did not include this risk
area within our scenario modelling,
instead we classified the actions
associated with it as a key mitigant to the
market and policy risks identified.
Physical risk
As part of our risk assessment process,
we considered a range of physical risks,
across the time horizons, which could
potentially impact our operations and
supply chain. These risks include 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,
we evaluated the risk exposure to these
specific climate hazards. We identified
a small number of sites that have an
exposure to increasing heat, with water
stress identified as the most significant
physical risk. The three sites of Clovis,
New Mexico, Twin Falls, Idaho, and
Carlsbad, California are classified as
having the highest water risk and as a
result we consider related risks within
our business continuity management.
We continue to monitor all our sites with
regular World Resources Institute (“WRI”)
aqueduct analysis, the latest completed
in quarter four 2024.
For the scenario risk assessment we
modelled heat stress impacting dairy
productivity and milk yields, along with
the potential impact on crop yields which
are used for feeding dairy cows.
In addition, we assessed how water stress
(and associated rising cost of water utilities)
could impact the cost of operations across
our highest water usage facilities in North
America, with specific focus on one of our
largest dairy facilities in New Mexico, which
is located in an area of high-water stress.
Climate-related risks
TCFD Category
Risk area(s)
Most relevant
time horizon
Business readiness
assessment
Transition
Market
Changing customer/consumer behaviour
Medium
In plan
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
Acute
Impact of extreme weather on dairy supply
Long
Monitored
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.
49
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
Business
as usual
Low
emissions
High
emissions
High
Low
Physical risk
High
Low
Opportunity
Proactively addressing climate change presents significant opportunities for Glanbia. By adopting sustainable practices, we can
enhance our brand reputation, align with customer preferences for low-emission and sustainable products, and gain a competitive
edge. Innovation in supply chain and agricultural practices can lead to cost savings and improved resource efficiency. Investing in climate
resilience allows us to mitigate risks and capitalise on new market opportunities. Embracing these opportunities can drive long-term growth.
The climate-related opportunities presented in the table below are examples where we see potential benefits to the business and
ultimately to our customers as we support them with their climate commitments.
Opportunity
Description
Potential Impact
Time horizon*
Resource
efficiency
Impact of resource
usage efficiency
on operating costs
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.
Short-medium
Market
Delivery of lower
carbon products
As we execute our emission reduction commitments, together with detailed primary
data associated with our value chain, we become the supplier of choice for our
customers to deliver low carbon products, leading to expanded reach and sales growth.
Short-medium
Energy source
Anaerobic
digestor
investment
As part of decarbonising the value chain, opportunities exist to support
farmers through investment in renewable energy technologies with
downstream value chain partners. Securing carbon reductions within the value
chain is a cost-effective solution to long-term reduction targets.
Medium-long
*see page 48 for definition
3. Scenario analysis and risk management
We examined our business under various scenarios, modelling different climate pathways to assess potential climate-related risks
and opportunities (“CROs”). A bespoke model was created for each risk and opportunity, incorporating relevant economic factors such
as price and demand. We selected two scenarios; a “current policies” scenario (business as usual) and a stress scenario (see below)
which tests extreme transition or physical risks. This analysis evaluates hypothetical outcomes based on various future states and
assumptions, not as a forecast or prediction.
Scenarios:
Current policies:
Business as usual, includes all climate policies pledged by
countries under the Paris Agreement, even if they are not yet
implemented.
Stress scenarios:
Transition risk: time horizon considered-up to 2033
Low emissions, ambitious low-carbon transition, typically
aligned with Net Zero or 1.5 degrees Celsius targets. Leads to
high transition risk but lower physical risk than current policies.
Physical risk: time horizon considered-up to 2050
High emissions, limited action taken to reduce global emissions
lead to significant increase in temperatures. Scenarios typically
aligned with 3-4 degrees Celsius increase. Leads to high
physical risk but lower transition risk than current policies.
Approach
CRO specific scenario parameters
(e.g. Carbon price) available from
external sources.
Matched to affected assets value
drivers; internal data and sectoral
statistics.
Financial impact calculated;
how value drivers change with changes
to scenario parameters.
Assumptions
Business model – there will be no significant changes to the Glanbia business model or facilities.
Acquisitions – in our model there are no further acquisitions or divestments.
Growth – growth has been kept flat to better isolate the impact of the scenarios applied.
Targets – we achieve our publicly stated targets under emissions, water, waste and packaging.
Sources – we used various sources, including Network for Greening the Financial System (“NGFS”) and WRI, as well as academic sources and informed assumptions.
Transition risk
50
Glanbia plc | Annual Report and Financial Statements 2024
Sustainability continued
Planet continued
Scenario analysis outcome
Transition risk
TCFD category/risk
Driver
Impact
Methodology for
risk calculation
How we manage the risk
Market
End consumers
changing their diets to
decrease their carbon
footprint.
In the current policies scenario, consumer
preference shifts away from meat, increasing
demand for dairy and eggs, leading to revenue
growth by 2050. In the stress scenario, however,
consumers substitute animal proteins with
plant-based alternatives, resulting in a decline
in dairy consumption.
Assumptions for the modelling came from
the WRI ‘Creating a Sustainable Food Future’
Report.
The current policies scenario sees a moderate increase in
dairy related revenue as people shift away from meat and
replace it with dairy protein.
The stress scenario identifies a potential reduction in
revenues. Within the scenario reducing emissions in
line with our Science Based Target commitments and
the assumption that this will bring emissions from dairy
products to a level that is acceptable to our consumers
was incorporated into the model. As a result, the impact on
dairy related revenues is expected to be largely negated,
resulting in an estimated impact that is low.
We monitor the above 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). We are currently
seeing a robust market for our existing product offerings.
We acknowledge that consumer trends may evolve over
time, and recognise there is a market opportunity. Refer to
‘Opportunities’ analysis on the next page for further details.
Reputation
Customers with Science
Based Targets (“SBTs”),
opting for alternative
suppliers if Glanbia
does not decrease
emissions in line with
our SBT commitments.
Customers that have adopted or will adopt SBTs
may shift away from Glanbia’s products if the
Company does not decarbonize in line with their
targets. In the current policies scenario, this
represents customers requiring a 25% reduction
in their Scope 3 emissions. In the stress scenario
this figure rises to a 31% reduction required.
In both scenarios if we fail to meet our reduction targets,
revenue from customers with SBTs would fall as they have
to look elsewhere to achieve their reductions.
Our mitigation is the delivery of our SBTs for our Scope
1 & 2 reduction target; along with the Scope 3 reduction
targets which are currently being revised in line with the
Paris Agreement. Successful execution of this strategy
is expected to reduce the residual impact to low in both
scenarios.
We will continue to engage with our strategic customers on
emissions reductions project opportunities.
Policy
Climate regulation
on dairy.
Risk that stricter methane regulations may
increase decarbonisation costs for farmers. It
is modelled by estimating the cost of methane
(“CH₄”) abatement, based on reductions in
CH₄ emissions in the Network for Greening
the Financial System (“NGFS”) scenarios:
Nationally determined contributions (“NDCs”)
(current policies) and “Net Zero 2050” (stress).
This approach captures the financial impact
from regulatory pressure to reduce methane
emissions and assumes constant milk and whey
procurement for Glanbia.
The costs identified in both scenarios are part of the
upstream value chain. To assess the extent of the impact
Glanbia would need to consider the potential level of
government support, farmers ability to absorb margin
reduction and the availability of other forms of assistance.
As these scenarios are tied to regulatory measures, they
will impact the entire US industry. This makes cost pass-
through a likely mitigation strategy for both farmers and
processors, provided the product remains ‘affordable and
nutritious’. The estimated impact on Glanbia is regarded
as low.
Given the importance of public policy supports in scaling
emissions reductions, Glanbia continues to assess the
implications of the new US government.
Policy
Higher fuel and energy
prices as a result of
government policy,
such as a carbon tax.
Or regulatory and
market changes.
Using NGFS scenario ‘NDCs’ for the current
policies scenario and NGFS ‘Net Zero 2050’
as the stress scenario we applied applicable
increases to fuel costs as they relate to our own
logistics and our third party logistics, assuming
the same level of fuel usage. We also applied
the same scenarios for energy prices across our
current energy spend, assuming consumption
does not change from current levels.
The financial impact generated by both scenarios is
expected to be low for logistics when mitigation actions are
considered.
Mitigation actions include optimising our own logistics
operations and considering fleet electrification where
suitable. For third-party logistics, we will prioritise
low-carbon transport options from our partners where
available and optimise logistics operations. Both actions
will contribute to the Scope 3 emissions reduction target,
see page 54.
Our Scope 1 & 2 target to reduce emissions by 50% by 2030
will help mitigate rising energy prices. This will be achieved
through energy efficiency projects, energy management
and energy procurement efforts.
These actions are expected to reduce the impact of rising
energy prices to low.
Policy
Sustainable trends
in packaging.
Both the current policies and stress scenarios
modelled the higher cost of increasing the
recyclability and the post-consumer recycled
(“PCR”) content of our consumer packaging
in GPN and in related GN packaging, with the
stress scenario looking at an even greater
PCR content requirement. The incremental
cost assumptions were supplied by internal
procurement sources.
The assessed impact under both scenarios is expected
to be low. This risk is further mitigated by a dedicated
sustainable packaging working group. The group
focuses on areas such as packaging redesign, pilot refill
programmes and procurement initiatives for packaging
supply. These actions will help us apply innovative solutions
to maximise results, while minimising costs.
Revenue
Operating costs
Driver impact
51
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
Physical risk
TCFD category/risk
Driver
Impact
Methodology for
risk calculation
How we manage the risk
Chronic & Acute
Effect of temperature
increases (both acute
and chronic) on key
aspects of Glanbia’s
dairy supply chain.
Separate models were constructed to evaluate
the impact of increased temperatures on our
dairy supply chain.
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.
Scenario data come from NGFS Climate Impact
Explorer tool, as well as a variety of academic
sources, including to estimate yields’ sensitivity
to weather and temperature changes.
Under both scenarios, the effects are expected to
materialise over a longer term horizon beyond 2033.
Quantifying these impacts is challenging due to the
inherent uncertainty surrounding 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 and the milk and cheese market conditions in
which Glanbia operates. However, Glanbia recognises the
potential for tipping points in the longer term. Prolonged
physical impacts could make dairy production unviable at
the farm level, affecting milk supply and costs.
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.
Acute
The risk of growing
water scarcity
affecting water
procurement costs.
The impact of increasing water scarcity
in certain regions due to droughts, rising
temperatures, heatwaves, and growing water
demand, affecting water availability in most
US states. This reduction in water availability
is likely to drive up water prices, impacting
Glanbia’s operational costs. Scenario data
comes from WRI Aqueduct Water Atlas with
the model applying elasticity of water price
increases, to changes in water stress levels.
The expected increase in cost from water utilities under
both scenarios is not considered significant in our own
operations at our sites in the areas at water risk.
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, including our
high priority site in Clovis, New Mexico which is located in a
high-water risk area.
Opportunities
TCFD category
Driver
Impact
Methodology for
opportunity calculation
How we manage the opportunity
Energy source
Carbon credit and clean
energy markets.
Both opportunities are of high relevance to
Glanbia as they can be generated through the
use of Anaerobic Digesters (“ADs”) which some
Glanbia sites are currently using. The focus of
the modelling is on the generation of carbon
credits through the avoided emissions resulting
from AD both directly at Glanbia sites and
indirectly at farms. We assume that the value
of the carbon credits grow proportionally to the
NGFS carbon prices.
There is an opportunity to leverage carbon credits
through ADs, however it is important to note that regulation
around carbon credit markets is still uncertain and depends
on the market being used.
AD is an important component in decarbonising both our
operations and supply chain. We are working through the
potential for on farm adoption and the optimisation of our
AD investments at our manufacturing sites, including the
potential for carbon credit generation in what is a rapidly
evolving space.
Markets
Shift towards lower
emission sources of
protein and vegetarian/
vegan diets.
Assumptions for the modelling came from
the WRI ‘Creating a Sustainable Food Future’.
The scenarios modelled the opportunity for
increased revenue from plant-based products
due to sustainability concerns. In the current
policies scenario, a positive impact is seen as
end consumers move away from meat and
substitute part of their protein intake with
processed plant-based products. In the stress
scenario, consumers substitute animal proteins
with non-processed whole foods like pulses
and soy.
The current policies scenario recognises the potential of
our product offerings to capitalise on a shift to plant-based
proteins. We can either achieve this through established
sports nutrition brands such as ON or through our wellness
brands such as Isopure and Amazing Grass alongside our
Nutritional Solutions offerings.
Our teams actively monitor customer sentiment, ensuring
we are well positioned to respond to market changes.
The stress scenario shows no opportunity in our current
offering as the consumers move to unprocessed whole
foods (such as legumes and pulses).
52
Glanbia plc | Annual Report and Financial Statements 2024
Sustainability continued
Planet continued
The impact of climate change on
our financial statements
When preparing our Financial
Statements, we evaluated the potential
impacts of climate change risks. We
found that these risks do not significantly
affect our financial reporting judgements
and estimates. Consequently, there is no
impact on the valuations of the Group’s
assets and liabilities as at 4 January
2025. For more details, please refer
to pages 173 and 203 in the financial
statements.
Resilience and associated
strategic actions
We continuously assess the
organisation’s resilience, considering the
climate-related risks and opportunities
it faces. Under current policies and
stress scenarios, in the short to medium
term, Glanbia is sufficiently-protected
against climate-related risks that could
affect the value chain, thanks to its
market position, business partnerships,
contractual relationships and both
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
in the previous sections, including risks
associated with changing consumer
behaviour and shifting customer
requirements.
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.
Environment and technology needs
are key to our strategy and guide our
investment decisions.
Innovation and market
Glanbia’s growth strategy incorporates
innovative business models and
expertise. We take pride in our ability
to swiftly meet the diverse nutritional
needs of our customers and consumers.
We recognise the commercial value in
aligning with a low-carbon transition.
Our strong brand portfolio, with a
loyal customer base, offers a variety of
ingredient choices.
Our market insight teams enhance our
capacity to adapt to shifting consumer
trends and evolving market dynamics by
developing new branded products and
ingredients. For instance, we created a
range of non-dairy protein alternatives
under our leading consumer brand ON
and our Amazing Grass product lines and
offer plant based nutritional solutions to
our business to business customers.
Further along the value chain, our
extensive geographical presence,
diverse customer base, and wide range
of channels and products help mitigate
risks associated with specific categories
or market segments, fostering innovation
across multiple end-use markets.
Physical risk insights
Our physical risk assessment provided
valuable insights into the long-term risks
across our operations and supply chain,
highlighting areas for further analysis
and monitoring. Actions taken include
consideration of climate-related risks
into business continuity planning for
higher-risk sites and reviewing public
policies, particularly focusing on water
stress areas.
We recognise that long-term
climate pattern shifts and increased
incidence of extreme weather events
could significantly impact the dairy
supply chain. This necessitates close
monitoring, such as ongoing WRI water
risk assessments, to ensure existing
mitigation measures remain effective
and that our strategic and operational
plans are prepared to address these
challenges.
Dairy partnership
Our dedicated milk procurement and
dairy economics teams support our
dairy suppliers by closely monitoring
production levels and supplier trends.
We adopt a partnership approach
with our dairy suppliers to enhance
and build resilience.
Responsible sourcing
To manage potential future risks to the
availability of key commodities due to
regional climatic impacts, our global
procurement and responsible sourcing
commitments are crucial. This involves
analysing single-source suppliers,
profiling risks in sourcing regions, and
using third-party risk assessments like
EcoVadis to support our evaluations.
Future focus
Glanbia understands the importance
of assessing the impact of climate
change on our business and strategy.
Our disclosures help stakeholders
comprehend the potential risks and
opportunities of climate change in the
short, medium, and long term.
As a global nutrition business, we
acknowledge the connections between
food systems and the planet’s health, as
well as the future impacts of a changing
climate. We are committed to managing
our impacts, particularly regarding our
Scope 1 and 2 emission targets. Our
decarbonisation plan includes shifting to
100% renewable electricity procurement
(Scope 2) by 2028 and reducing on-site
emissions (Scope 1) through operational
efficiencies and capital investment.
For more information on our targets
and progress, refer to page 53 for how
these metrics form part of our strategic
response to the identified risks.
We also recognise the significant impact
of our Scope 3 emissions, which make up
approximately 98% of our total emissions.
We developed a roadmap to meet our
Scope 3 commitments.
The following sections detail the
commitments and actions of the
functional workstreams to address
emissions, water, and waste and include
specific metrics and performance
indicators we use to manage these areas.
Additionally, we acknowledge the need
for further investigation into nature-
related impacts in 2025, recognising this
area requires more focused work.
53
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
Emissions (tCO2e)
350,000
300,000
250,000
200,000
100,000
150,000
50,000
0
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
Our commitment
Glanbia is dedicated to integrating
climate-related considerations into its
business strategy and operations. The
Group has set ambitious greenhouse
gas (“GHG”) emissions reduction
targets validated by the Science
Based Targets initiative (“SBTi”) in
line with the Paris Agreement. These
targets include significant reductions
in Scope 1 and 2 emissions, with a
focus on energy efficiency, renewable
energy procurement and operational
optimisation. Glanbia’s commitment
is reflected in its Long-Term Incentive
Plan for Executive Directors, which
aligns executive remuneration with
sustainability metrics, including GHG
emission reduction.
Progress 2024
In 2024, Glanbia made substantial
progress towards its emissions reduction
goals. The Group continued to integrate
energy management systems into
dairy processing sites’ operations,
implemented various efficiency projects
to optimise natural gas and electricity
consumption, and followed its renewable
electricity procurement strategy which
includes green energy contracts with
local utilities and certified Green-e
Renewable Energy Certificates (“RECs”)
purchasing. These efforts allowed cutting
Scope 1 and 2 and biogenic emissions
by 14% vs 2018 base year, with recent
reductions primarily relating to Scope 2
related emissions that decreased by
49% vs 2018 baseline.
As Glanbia’s decarbonisation plan includes
significant Scope 1 reductions over the next
five years, our team of internal experts
has been conducting feasibility studies
and developing a number of business
cases aimed at phasing down fossil fuels
consumption, as natural gas used at
our processing sites forms the majority
of the Group’s Scope 1 emissions. These
projects include equipment upgrades and
introduction of new technology.
Overall, Glanbia is on track to meet
its 2030 Scope 1 and 2 and biogenic
emissions reduction target which is
a part of our SBTi-validated climate
commitment.
Actions 2025
The Group will continue to focus on
reducing Scope 1 and 2 emissions through
the introduction of new technologies and
the sustainable execution of its renewable
electricity procurement strategy.
Key initiatives include the deployment of
advanced energy management systems
in more of our manufacturing sites,
optimisation of production processes to
minimise energy loss, and the integration
of energy-efficient technologies during
equipment upgrades and replacements,
such as industrial heat pumps.
To strengthen our renewable electricity
commitment, we aim to further explore
on-site renewable electricity generation
options and potential partnerships with
local utilities allowing Glanbia to put
additional green energy into the mix.
Glanbia is committed to achieving its
near-term GHG emissions reduction
targets through existing asset
replacement cycles and strategic capital
spend. The Company is also evaluating
potential options for setting long-term
decarbonisation targets beyond 2030, on
which we will provide an update in the next
two years.
4. Metrics and targets
GHG emissions
Strategic goals
Reducing our GHG emissions
across our operations and our
value chain, in line with globally
recognised expectations.
Scope 1 & 2 and
biogenic emissions
Targets
50%
absolute reduction in operations’
emissions by 2030 vs 2018 baseline
100%
renewable electricity by 2028
Decarbonisation Plan 2030 for Scope 1 & 2 and biogenic, aligned with 1.5 degrees Celsius SBTi target1
1.
GHG emissions adjusted for organisational changes including footprint of the acquisitions contracted by Glanbia in FY 2024. 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. Site-specific averages were used to estimate energy consumption where primary data was incomplete.
2.
In 2021, a new-to-world dairy processing facility was commissioned in Michigan, resulting in an absolute Scope 1 and 2 GHG emissions increase, which will be eliminated
by 2025 in line with the Board-approved decarbonisation plan.
Scope 1
Scope 2
Biogenic
Rebaseline 1.5 degrees Celsius
54
Glanbia plc | Annual Report and Financial Statements 2024
Our commitment
In 2024, the Board approved an
accelerated ambition for Scope 3
decarbonisation, aligning with the latest
scientific consensus and the Forest, Land
and Agriculture guidance (“FLAG”) from
the SBTi. Our value chain assessments
demonstrate that dairy emissions,
classified under SBTi as FLAG, continue
to represent the most material source.
Since setting a Scope 3 ambition in 2021
our business model has evolved and
as a result, our revised ambition also
includes a target to reduce our non-FLAG
emissions, primarily relating to non-dairy
ingredient sourcing and transportation.
Progress 2024
To support our strategic review, we
conducted value chain emissions
modelling across our entire supply chain,
which informed our revised SBTi ambition.
Dairy remains the most material
contributor to our Scope 3 emissions and
our work on emissions reduction primarily
involved detailed on-farm footprinting
and economic analysis assessments.
Reflecting the evolution of our business,
the value chain assessment identified
non-dairy ingredients and transportation
emissions as material to our non-FLAG
ambition, necessitating collaboration
with logistics providers and engagement
with material suppliers. This work resulted
in the creation of both FLAG and non-
FLAG decarbonisation roadmaps.
Actions 2025
In 2024, the Board approved our
accelerated ambition based on the
assumption that all stakeholders,
including governments, are taking action
and supporting the economic transition.
Over the next five years, tackling Scope 3
emissions is a significant undertaking.
In 2025, for FLAG emissions we aim to:
• Improve value chain data for better
monitoring, validation, and reporting;
• Continue on-farm assessments;
• Partner with joint venture partners
for robust farm roadmaps;
• Execute our US Department of
Agriculture funded project on Idaho
farms to incentivise emissions
reduction technologies; and
• Assess through our industry
association engagement the US
government policies that support
decarbonisation.
For non-FLAG emissions, we will:
• Partner with material suppliers to
assess emissions data for product life
cycle assessments.
• Partner with transport suppliers to
track emissions reduction progress.
Impact area
Units
20241
53rd week
adjustment2
LFL
2024
20233
2018 base
year value3
Change vs
base year
Scope 1
tonnes CO2e
144,609
-2,729
141,880
144,041
116,993
21%
Scope 2
tonnes CO2e
67,985
-1,283
66,702
86,074
131,820
-49%
Biogenic emissions
tonnes CO2e
15,626
-295
15,331
11,944
10,174
51%
Scope 1 & 2
tonnes CO2e
212,593
-4,011
208,582
230,115
248,813
-16%
Total Scope 1 & 2 and biogenic
emissions
tonnes CO2e
228,219
-4,306
223,913
242,058
258,987
-14%
Renewable electricity
%
71%
–
71%
62%
38%
33%
Total electricity consumed
MWh
360,706
-6,806
353,900
350,906
279,256
27%
Total energy consumed
MWh
1,222,176
-23,060
1,199,116
1,186,943
949,718
26%
Energy intensity
KWh/Kg produced
0.80
–
0.80
0.78
0.84
-6%
Total renewable energy
MWh
346,195
-6,532
339,663
284,593
164,211
107%
Impact area
2023 (base year)
value, tonnes CO2e
Total Scope 3
11,288,218
Scope 3 FLAG (Dairy sourcing)
8,455,553
Scope 3 Non FLAG
2,607,649
Other Scope 3 excluded from targets
225,016
Metric tables footnotes
1.
In 2024, we changed our reporting approach to include cut-off adjustments to align with our financial reporting year, prior year comparatives were not adjusted.
2.
The Group’s performance in 2024 was recorded over a 53 week period, whereas the prior year was a 52 week period. The 53rd week adjustment is to allow for consistent
comparison of the metric. For the understanding of the reader, commentary related to metric performance is on a like-for-like basis, excluding the impact of the 53rd week.
3.
Base year and prior year values adjusted for acquisitions and disposals, in accordance with the GHG Protocol.
4. FLAG target follows SBTi FLAG Sector Pathway with a boundary on dairy sourcing including milk and dairy derivatives, subject to SBTi validation in 2025. Non-FLAG target follows
SBTi Absolute Contraction Pathway, subject to SBTi validation in 2025
5.
Water stress/risk areas identified based on WRI Aqueduct assessment completed for Glanbia facilities in 2024, with the exception of the recently acquired Flavor Producers sites.
The acquired sites will be risk-assessed in 2025.
Emissions and energy metrics
Scope 3 emissions
Targets
30%*
absolute reduction in FLAG⁴ emissions
associated with dairy sourcing by 2030
25%*
absolute reduction in non-FLAG⁴ emissions
by 2030
* Subject to SBTi validation in H1 2025.
Sustainability continued
Planet continued
55
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
Impact Area
Units
2024¹
53rd week
adjustment2
LFL
2024
2023³
2021 Base
Year Value3
Change vs
base year
Freshwater withdrawals
mL
5,664
-107
5,557
5,417
5,631
-1.3%
Freshwater intensity
L/Kg produced
3.69
-
3.69
3.58
3.80
-2.9%
Freshwater intensity (high-water stress areas)5 L/Kg produced
4.20
-
4.20
4.14
4.12
2.1%
Water consumption
mL
1,533
-29
1,504
1,574
-
-
Water consumption (high-water stress areas)5 mL
1,510
-28
1,481
1,551
-
-
Water recovered
mL
5,448
-103
5,345
5,503
-
-
Water recovered (high-water stress areas)5
mL
4,363
-83
4,280
4,385
-
-
Water and nature-related impacts
Water use and consumption metrics
Strategic goals
Enhancing water stewardship
and nature conservation across
our operations and our value
chain.
Targets
Freshwater withdrawals
10%
reduction in freshwater use
by 2025 (vs 2021 baseline)
At Glanbia, we recognise the critical
importance of nature-related impacts
within our operations, our value chain,
and the broader environment. We
are committed to understanding
and mitigating our impact on natural
ecosystems.
In 2024, we conducted our first
comprehensive study on nature-related
impacts through a Taskforce on Nature-
related Financial Disclosures (“TNFD”)
initiative, supported by the Carbon
Trust. This study identified gaps in our
understanding and highlighted areas
where we can enhance our contributions
to nature. In 2025, we will further analyse
the TNFD study results and determine
next steps.
Additionally, acknowledging the
significant harmful role of deforestation,
we are committed to pursuing
deforestation-free supply chains for our
key commodities.
Nature-related impacts
Our commitment
At Glanbia, we are dedicated to
sustainable water management.
Our Environmental Policy focuses
on reducing freshwater use and
maximising water reuse. The policy
outlines our commitment to efficient
water management across all our
manufacturing sites, especially
in areas facing high water stress.
Progress 2024
In 2024, on a like-for-like basis, freshwater
usage remained below baseline but
offtrack against target to reduce
freshwater use by 10% by the end of 2025.
Headwinds to progress include, improved
milk fat and protein components that
reduce the amount of recoverable
water, product mix where higher protein
ingredients are more water intense, along
with necessary operational changes.
We formed a specialised engineering
team to identify water reduction
opportunities at key dairy manufacturing
sites. This team, supported by third-
party engineers, prioritised projects on
increasing water recyclability, improving
condensate recovery, enhancing water
recovery from milk, and optimising
cleaning processes.
From a strategic perspective, we utilised
the WRI Aqueduct water risk assessment
tool in a refreshed analysis of water
stress levels across the Group, including
our recent acquisitions and updated
our water risk and impact mapping.
This allowed for better monitoring and
visibility of current and future risks.
Actions 2025
We will continue focusing on water
efficiency and recovery to support
meeting our target reduction. We
mobilised the dedicated team who
supported the highly impactful water
reduction progress of our site in Clovis,
New Mexico from 2015 to 2020, the team
will focus on implementing the most
effective projects as informed by on-site
assessments.
Looking beyond 2025, we will maintain
rigorous scrutiny at our most critical
sites, informed by the WRI Aqueduct
assessment, to identify future water-
saving opportunities. Our ongoing efforts
will maximise water reuse and recycling,
reduce freshwater consumption, and
ensure a sustainable water supply for
Glanbia’s operations.
56
Glanbia plc | Annual Report and Financial Statements 2024
Case Study
Our commitment:
GPN is dedicated to achieving
100% recyclability, reusability, or
compostability of consumer packaging
by 2030. In 2024, GPN reached 84%
recyclability by weight, up from 76%
in 2023. Our leadership team regularly
reviews progress and integrates
these targets into remuneration
assessments. We collaborate with
industry associations and NGOs like The
Sustainable Packaging Coalition and
How2Recycle to ensure our packaging
designs meet recyclability standards. We
also monitor global regulations to guide
our efforts and ensure compliance.
Glanbia continuously focuses on efficient
resource management, reducing
operational waste generation at source,
as well as recovering and recycling every
type of waste that cannot be avoided. We
are committed to progressing our journey
to TRUE Zero Waste Certification for all
production facilities.
Progress 2024
Consumer packaging: In 2024, Optimum
Nutrition and Isopure brands led our
sustainable packaging efforts. All rigid
containers within these brand portfolios
are now widely recyclable, and Isopure
introduced a store-drop off recyclable
pouch. We incorporated 51% post-consumer
recycled content in European shake bottles,
added tethered caps, and added clear
disposal instructions to ensure the effective
capture and circularity of these packaging
formats. We are phasing out PVC tamper-
evident bands, aiming to eliminate 33 metric
tonnes of plastic by 2026. This change will
Consumer packaging & waste
Strategic goals
Optimising resource use and
minimising waste by promoting
circularity in our value chain
whilst continuously refining our
own operations.
Targets
Consumer packaging
100%
recyclable, reusable or
compostable by 2030
Waste
100%
Glanbia sites achieving TRUE
Zero Waste certification by 2025⁴
Sustainability continued
Planet continued
Isopure sustainable
packaging
In 2023, GPN partnered with How2Recycle®
to simplify recycling through standardised
labelling, enhancing transparency of
recyclability claims. In 2024, Isopure became
the first GPN brand to display these labels
on all rigid containers, earning “Widely
Recyclable” designations. The sustainability
team then focused on other formats, switching
the 32g Protein ready-to-drink product
from glass to fully recyclable plastic bottles,
reducing the carbon footprint. Isopure also
launched a 28-serve Collagen powder in
a recyclable pouch with “Store Drop-Off”
instructions. These initiatives represent the
first steps toward enhancing sustainable
packaging, focusing on improving the
recyclability of large bags and films used in
sachets and stick packs.
Consumer packaging & waste metrics
Units
2024
2023
Total waste generated
tonnes
361,9951
347,504
Waste diverted from landfill and incineration
%
97.9%
97.5%
Food waste recovered
%
99.9%2
99.9%
Packaging recyclability rate by weight
%
84%3
76%
1.
Total relates to calendar year, therefore 53rd week adjustment is not required.
2.
Food waste recovered through diversion to animal feed, anaerobic digestion, and recycling.
3
Recyclability percentage result represents the total weight of recyclable consumer packaging over the total weight
of packaging on consumer sales in the year.
4.
Based on 2021 operational control boundary.
be reflected on all North American and
European SKUs in early 2025.
Waste: TRUE Zero Waste certification is
underway at all operational sites. Eight
sites achieved silver and gold certifications
in 2024. Seven sites are on track to be
certified in 2025 with some currently
having their applications submitted and
undergoing third party auditors’ review.
As part of our commitment to reduce food
waste by 50% by 2030, we launched a
dedicated initiative aiming to update our
roadmap in 2025. In 2024, 99.9% of our food
waste was repurposed to animal feed, with
the rest going to anaerobic digestion and
other recovery options including natural
fertiliser production.
Actions 2025
Consumer packaging: Our sustainable
packaging group continues to develop and
design solutions for challenging packaging
formats, focusing on large bags, BSN red
tubs, and ready-to-eat films. We will also
explore plastic alternatives and increase
the use of post-consumer recycled content
where feasible. Our commitment to
sustainable packaging remains strong and
we are on track to meet our 2030 goal.
Waste: With all sites that were in our 2021
baseline set to achieve TRUE Zero waste
certification, 2025 will focus on delivering
against our target. We will embed the
related programme requirements across
our sites to maintain sufficient waste
diversion rates and achievement of TRUE
qualification credits. We will also develop
an updated strategy to tackle food waste
and loss which, including cross-functional
actions to achieve more efficient planning,
sourcing, storage and logistics.
57
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
Task Force on Climate-related Financial Disclosures (“TCFD”) Index
The below table summarises where we addressed the four areas of TCFD focus, with 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 p64-67; Audit Committee
Report p106-107; Sustainability Committee Report p113-115;
Corporate Governance Report p96-97
Management’s role
Chief Executive Officer’s review p11; Risk management
section p65; Sustainability Committee Report p113-115
Strategy
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 p46-51
Impact on business, strategy and
financial planning
TCFD Report p46 and p52, Sustainability section p53-56;
Sustainability Committee Report p113-114
Resilience of strategy considering
different climate-related scenarios
TCFD Report p49-52
Risk
management
Disclose how the organisation
identifies, assesses, and manages
climate-related risks and opportunities
Climate-related risks and opportunities identification
and assessment
TCFD Report p47-48, Risk management section p64-73;
Audit Committee Report p105-107;
Sustainability Committee Report p113-114
Climate-related risk and opportunities management
TCFD Report p49-52; Risk management section p64;
Audit Committee Report p105-106;
Sustainability Committee Report p112-115
Integration of processes into overall
risk management
Risk management section p64-73; Audit Committee Report
p105-107; Sustainability Committee Report p114-115
Metrics and
targets
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 p53-56
Scope 1, Scope 2, and, if appropriate,
Scope 3 greenhouse gas (“GHG”)
emissions and the related risks
Sustainability section p53-54;
Key Performance Indicators p21
Targets to manage risks, opportunities,
and performance against targets
Sustainability section p53-56;
Remuneration Committee Report p130-133
58
Glanbia plc | Annual Report and Financial Statements 2024
Sustainability continued
People
People
We are dedicated to building an inclusive culture that empowers our employees and impacts people
positively across all our activities, from workers in our value chain through to our valued consumers.
Our Diversity, Equity and Inclusion
(“DE&I”) ambition is to nurture a diverse
workforce where every person is valued
for their unique perspectives, driving
business growth through innovation,
creativity and a deep understanding
of the markets we serve. We celebrate
individuality and respect the unique
contributions of each person. Respect for
people is a core value and we are actively
working towards advancing diversity,
fostering inclusion and embedding equity
into our culture. To have the greatest
impact, we need a diverse community of
inspired colleagues who bring forth the
best ideas, experiences and perspectives
as we develop the nutrition of tomorrow.
We measure our employees’ sense of
belonging and their sentiment around
equal opportunity in our annual ‘Your
Voice’ survey.
Our inclusion score – a combination of
employee sentiment around belonging
and equal opportunity – improved +1 point
this year. We continued to make progress
on our inclusion goals in 2024, focusing on
improving representation and supporting
our Employee Resource Groups.
We refreshed our strategy in 2024,
refocusing our ambitions around three
key pillars of workforce, workplace and
community. Our next phase of work will
involve building out detailed action plans
against each of these pillars.
Whilst we recognise the progress
already made, we know there is more to
do. Alongside progressing our female
representation at management levels
ambition (+2% in 2024) we must also
focus on achieving our ambitions across
all aspects of diversity.
Fostering inclusion
Strategic pillars
Workforce
Our long-term ambition is to achieve
representation that reflects the diversity of
the communities and consumers we serve.
Workplace
All employees will feel equally valued, heard
and able to contribute fully within an
inclusive culture. Individuality will be
acknowledged and celebrated.
Our ambition will be brought to life through
internal communication, education and
engagement activities.
Community
Our policies and practices will ensure we
maintain an adequate living wage and the
protection of basic human rights for all
employees.
We will maintain external partnerships
with organisations that can further our
culture of belonging. We will pursue
appropriate external recognition.
Strategic goals
Foster an inclusive and diverse
culture that supports employee
growth and wellbeing, while
ensuring a safe and healthy
working environment.
Results
70 (+1)
Inclusion index
42% (+2%)
Female representation at management level
59
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
At Glanbia, every voice matters. Our
listening strategy is an ongoing process
designed to ensure we hear from our
employees at key moments that matter,
empowering us to continuously evolve
and improve, ensuring we can find a
better way together.
We are proud to have strong employee
engagement levels right across our
organisation. We are proud that our 2024
“Your Voice” survey had 82% participation,
an increase of 2% on the previous year, as
well as a significant increase in the number
of employee comments recorded, an
indication of employee trust in the survey.
People managers have digital access to
their team’s engagement data, enabling
faster action planning and focusing on
their specific opportunity areas.
Our overall engagement score was
73 points, increasing +1 point versus the
prior year. Our employees continue to
express high levels of pride in working
for Glanbia with an 83 score on ‘I would
recommend Glanbia products to a friend
or family member.’
Wellbeing (+1 point) was identified as an
area of opportunity for 2023 and has
shown marked improvements across
the organisation, moving to an area of
strength in our engagement survey in
2024. Employee wellbeing was supported
through a range of initiatives including
smart working, supportive employee
policies on topics including family leave
and engaging in on-site activities, such
as Wellbeing Week which were held
throughout 2024.
Looking ahead to 2025, continuing to
make progress in communications across
all levels of the organisation will be a
priority area, as well as continuing to
focus on employee wellbeing.
Strategic goals
We aim to foster an engaging
and inclusive culture where
every employee has a voice,
feels valued, and has the
opportunity to thrive and
reach their full potential.
Results
73 (+1)
Engagement score
68 (+1)
Wellbeing score
Employee Engagement and Wellbeing
83
Would recommend Glanbia products to a
friend or family member score
Glanbia is committed to the growth
of employees by providing a variety of
development opportunities to meet their
potential.
Effective career and talent management
is essential for attracting and retaining
talent to support Glanbia’s growth
and for sustaining high employee
engagement levels.
We are intentionally investing in building
future-ready capabilities and talent by
focusing on attracting high potential and
successor talent, accelerating diverse
and emerging talent and building people
leader and coaching capability.
We continue to offer a range of best-in-
class tailored programmes aligned to our
leadership capability model, including
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.
Our career growth tools ‘MyLearning’
and ‘MyCareer’ continue to enable our
people to gain the skills, leadership
capabilities and career pathways to be
future-ready. In 2024, over 19,000
courses were completed by employees
in our Learning Management System
(“LMS”) in areas including management,
communication and technology skills,
enabling all employees to continue to
build skillsets that will enable career
growth and progression. Overall, our
learning platform was accessed by more
than 4,000 employees during the year.
In 2024, we also launched our first global
Development Days campaign with a
theme of ‘Engage, Enrich, Energise’. This
was an entire week dedicated to career
development, learning and sharing
knowledge.
Our Development Days initiative featured
focused content on career development
training for people leaders on coaching
their employees to uncover their
strengths, clarify aspirations and connect
to Glanbia’s needs; talent assessments
for employees; leadership panels and
external speakers on creating a career
brand. Over 900 colleagues attended
various Development Days sessions,
with high employee satisfaction ratings
recorded.
Enabling future growth through talent development
Strategic goals
Creating a future-ready Glanbia
with the capabilities to enable
our business and our people to
thrive and grow.
Results
19,000
Courses completed
900
Employees attended the Development Days
initiative
60
Glanbia plc | Annual Report and Financial Statements 2024
NAIC Average Food Manufacturing
3.5
4.0
1.5
3.0
0
2.5
1.0
2.0
0.5
2024
2023
1.60
1.93
NAIC Average Food Manufacturing
1.8
2.0
0.8
1.6
0
1.4
0.6
1.0
0.2
2024
2023
0.4
1.2
0.43
0.92
Health and safety benchmarking – food manufacturing
Total Recordable Incident Rate (“TRIR”)¹
Lost Time Incident Rate (“LTIR”)²
Glanbia’s 2024 TRIR score was 1.93, up from 1.60 in 2023 but still
substantially better than the NAIC Food Manufacturing Average of 4.0.
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’s 2024 LTIR was 0.92, up from last year (0.43). Glanbia's score is
significantly better than the NAIC Food Manufacturing Average of 1.2.
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 fundamental principles and rights
at work. To achieve this we continually
work to the two core principles of “Zero
Harm” and “Business Excellence”.
These principles are inextricably linked,
supported by management system
structures designed to reinforce this
approach and mindset. A strong
health and safety culture, supported
by our “Zero Harm” mindset, is driven
by management and employees at all
levels. All employees are empowered
to challenge unsafe work conditions or
practices. We support this by having
a safety committee, which includes
members from all levels of the business
across all our operational sites.
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 that appropriate training is
provided and tailored to people’s roles.
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 was 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.
In 2024, the Audit Committee received
regular updates on health and safety
related incidents including the corrective
actions taken.
Our progress and key initiatives
While we recognise that there is no
acceptable level of accident or injury, we
experienced no fatalities (2023: 0) or life
changing/critical injuries (2023: 0) during
the year.
For 2024, our Lost Time Incident Rate
(“LTIR”) was 0.92 (2023: 0.43), while the
Group’s Total Recordable Incident Rate
(“TRIR”) was 1.93 (2023: 1.60). The 2024
performance remained much better than
the industry benchmark NAIC (“North
American Industry Code”), see chart
below. One of the drivers for the increase
in rates is the acquisitions that were
integrated into Group reporting in 2024.
In relation to the 30 manufacturing and
warehouse sites across GN and GPN, 20
locations had no lost time case in 2024,
while 13 locations had no recordable
injury. Furthermore, we had zero lost
time incidences in all laboratories, R&D
centres, and administrative/corporate
offices globally.
Health and safety
Strategic goals
Ensure fair and safe working
conditions for all workers
in our value chain.
Targets
Zero Harm
Non-negotiable target
of zero critical injuries
Sustainability continued
People continued
61
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
Our value chain
Workers in the value chain
Responsible sourcing
The shared mission statement of
Glanbia’s procurement teams is to
“create value for all stakeholders
through responsible procurement”.
This involves sourcing products and
services in an ethical, sustainable and
socially conscious way. We achieve
this by driving greater awareness and
understanding across our procurement
teams of responsible sourcing practices,
actively engaging with suppliers,
applying responsible sourcing criteria
to our supplier selection decisions and
incorporating responsible sourcing
principles into our Global Procurement
Policy, supported by appropriate
risk assessment and due diligence
procedures.
This includes setting clear expectations
of our suppliers in relation to complying
with the laws and regulations of the
countries in which they operate, including
those relating to human rights, labour,
food safety, environment and health and
safety regulations. These requirements
are communicated through our Group
Code and separate Supplier Code of
Conduct and supported by the Group
procurement policy and associated
management system. Our management
system includes risk assessment,
due diligence and related approval
and onboarding criteria and supplier
engagement requirements. Glanbia
has a related internal training and
communication programme established
tailored to role requirements to support
above processes. Our standard supplier
terms and conditions and contracts also
reflect these requirements.
Glanbia uses EcoVadis IQ Plus which is
a tool for performing risk analysis on our
active suppliers. Based on the results of
this risk analysis, Glanbia carries out a
deeper risk verification analysis using the
EcoVadis Ratings Platform on suppliers
that are deemed Very High (1%), High
(16%) and Medium High (28%) Risk¹. The
EcoVadis methodology evaluates a
company’s ESG management system
through its policies, actions and results,
focusing on environment, labour and
human rights, ethics and sustainable
procurement. The platform helps us
benchmark against our industry, reduce
risk, drive performance and improve
environmental and social outcomes by
collaborating with our suppliers on ESG
performance.
1.
Percentages based on rolling 12 month total spend
at the time of the bi-annual risk assessment was
ran (September 2024).
To prevent and mitigate against adverse
impacts, Glanbia reviews the corrective
action plans associated with the
EcoVadis Ratings Platform and engages
with its suppliers to assist improvement
on key areas. We use EcoVadis Ratings
to track the completion of corrective
actions and understand the average
performance of our network year-on-
year. This allows us to compare our
performance to the average score of
the EcoVadis network in the Labor &
Human Rights theme. It helps us monitor
and demonstrate improvements in our
supply chain’s protection of workers. To
strengthen value chain oversight, Glanbia
has additional procedures, including a
dedicated Speak Up line and community
engagement forums that are actively
monitored and reviewed.
In recognition of the interdependence of
our dairy facilities and milk suppliers, there
are dedicated structures in place including
Glanbia Farm Relationship Managers
and active participation and support
of industry best practice programmes.
These include U.S. Dairy Net Zero Initiative
(“NZI”), Innovation Center for U.S. Dairy,
The U.S. Dairy Stewardship Commitment
(which demonstrates action against key
sustainability targets) and U.S. National
Milk Producers Federation (“NMPF”)
and their Farmers Assuring Responsible
Management (“FARM”) programmes.
We acknowledge the importance of
transparent reporting. We annually
publish our Modern Slavery Statement,
participate in Sedex and Ecovadis
scorecards for our sites and align with
the related Global Reporting Initiative
disclosure requirements within our
Sustainability Report, available on our
website glanbia.com.
Giving back
We support our local communities
by focusing on areas aligned with our
purpose of delivering better nutrition,
through monetary and product donations
as well as non-commercial sponsorships
for not-for-profit organisations,
community groups and volunteering.
Glanbia recognises the importance
of communities within our value chain.
Glanbia is proud of its longstanding
relationships with partners across its
supply chain and operating contexts.
Reflecting our purpose of delivering
better nutrition, Glanbia recognises
and defines “our communities” as those
encompassing the geographic areas in
which we operate, source raw materials
and employ individuals.
Developing and supporting the
communities where we operate is
embedded in our values. We create
jobs, engage in transparent dialogues
with local stakeholders and support
vulnerable communities.
In 2024, we continued to take action to
create a positive social and economic
impact, initiatives included GN’s Annual
Charity Challenge which raised $330,000
for local organisations in Idaho, Michigan
and New Mexico, ranging from food banks,
senior centres, mental health services
to community resource centres. GPN
sponsored the Northern Illinois Food Bank
Fight Hunger race. In Ireland, we continued
our partnership with Breast Cancer
Ireland, sponsoring the Great Pink Run
which raised €660,000 for research into
innovative treatments for breast cancer.
Members of the Glanbia team in Idaho who participated in the annual charity
challenge, raising funds for local community causes.
62
Glanbia plc | Annual Report and Financial Statements 2024
Food safety and quality
At Glanbia, food safety and quality are
fundamental to our core values. We
have a dedicated team of over 400
professionals committed to upholding
the highest standards of quality, food
safety, and regulatory compliance across
our diverse portfolio of products. These
commitments to quality and food safety
underscore the trust we’ve built with
our customers and consumers. In 2024,
Glanbia achieved zero publicly reportable
critical incidents across the organisation.
To ensure these high standards, Glanbia
developed its Glanbia Quality System
(“GQS”), a comprehensive programme
governing food safety and quality
throughout the Company. A core
element of the GQS is its robust system
of checks and balances, designed to
verify and validate that all programme
components function as intended. This is
achieved through a combination of self-
assessment, internal audits, and external
reviews.
Each of our manufacturing sites
undergoes annual audits using
internationally recognised schemes,
such as the Global Food Safety Initiative
(“GFSI”) and National Sanitation
Foundation (“NSF”). We are proud that
100% of our manufacturing sites have
attained certification under either GFSI
or NSF standards. We hold the same food
safety and quality standards for all our
co-manufacturers that manufacture our
products.
Nutrition
Our Nutrition promise: we create
products and solutions to help our
customers and consumers achieve their
health and nutrition goals. This focuses
on the impact of our nutritional branded
products and ingredient solutions on our
consumers and customers.
To achieve this we have a number of
focus areas for both the GPN and GN
business:
Marketing, labelling and education:
Product quality and safety is supported
by effective marketing and labelling.
How we market our products and
educate consumers around their usage
is integral to customer experience and
user benefits. 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
product details to help them manage
communications with stakeholders and
align with internal 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.
We publish internal guidelines and
resources created in collaboration with
our global education, legal, regulatory,
scientific affairs, DE&I and brand
teams, which set clear guardrails for
our teams when considering any type of
communication development, activation
and execution.
These efforts include providing
transparent information about nutritional
values and ingredients, educating
through our food-first approach and GPN
Sports Nutrition School, ensuring ethical
and truthful marketing, and respecting
diversity in all communications.
Ingredient solution innovation towards
better nutrition products: Within GN, our
ingredient innovation and collaboration
centres help customers design nutritious
products and improve the nutritional
profiles of their end products. We have a
global footprint of 17 customer-focused
innovation and collaboration centres.
Three sites are designed to go from
concept to commercialisation (Kilkenny
in EMEA, Singapore in ASPAC, and
Twin Falls in North America). The other
sites specialise in other areas of food
formulation, pre-mix and flavours.
Customer collaborations are central
to moving from concept to prototype
and understanding the needs of large-
scale manufacturing. We run pilot plant
equipment that mimic some of the large
scale processing so that we can do rapid
prototyping with customers. We can
formulate a complete solution as we have
scientists who work across processing,
flavour, formulation and applications.
Consumer and end users
100%
% of sites that maintained a
globally recognised third party
certificate for food safety &
quality
Strategic goals
Ensure robust product safety
and transparency to maintain
consumer trust and wellbeing.
Sustainability continued
People continued
63
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
Strategic goals
To embed a sustainability
mindset and culture across
the business to support our
wider “Better Nutrition, Better
World” strategy execution.
Conduct business ethically
and invest in markets and
technologies to drive innovation
and growth while adhering to
our environmental and social
commitments.
To embed our approach, Glanbia’s
“Better Nutrition, Better World” strategy
is embedded and overseen by the
Board and respective Committees, and
integrated via the Group Operating
Executive and Senior Leadership
Team into all aspects of the business.
Implementation is carried out through
cross-functional teams and dedicated
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 page 115.
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, 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 108.
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
• Environment section – p53-57
• Responsible sourcing – p61
• Sustainability Committee report – p112-115
• Task Force on Climate-related Financial
Disclosures (TCFD) Report – p46-57
• Risk management – p64-77
Employee matters
• Culture and engagement
• Group code of conduct
• Whistleblowing policy
• Diversity, equity and inclusion policy
• Health and safety policy
• Employee engagement survey – p59
• Whistleblowing and fraud – p108
• UK Corporate Governance Code – p83 and 103
• Diversity, equity and inclusion – p58
• Health and safety – p60
Social matters
• Education initiatives
• Community support
• Food safety and quality policy
• GPN sports nutrition school – p62
• Community and charity support – p61
• Food safety and quality – p62
Human rights
• Anti-slavery and human trafficking statement
• Supplier code of conduct
• Human rights policy
• See page 108 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 108 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 – p70-77
Description of the business model
• Business model – p18-19
Non-financial key performance indicators (KPIs)
• Key performance indicators – p21
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 144-153 for Glanbia’s consolidated disclosure in accordance with the EU Taxonomy Regulation.
Performance
Fostering sustainable growth through a culture of environmental and social responsibility, strong
governance and accountability, while striving for the highest standards of business ethics.
64
Glanbia plc | Annual Report and Financial Statements 2024
Risk management
Managing our risks
2024 presented a volatile and fast-
moving risk landscape globally.
Heightened political volatility from
major elections, was compounded
by the ongoing geopolitical conflicts
in the Middle East and Ukraine.
Tensions between the US and China
further contributed to the increased
uncertainties in the global economy.
Economic vulnerabilities remain in 2025,
with the potential to create headwinds to
the Group’s performance. The Group will
need to remain alert to changes in these
risks that may impact the delivery of the
Group’s strategic objectives.
The effects of the geopolitical and
macroeconomic volatility on the business
are explained in various sections of the
Strategic Report. Consequently, the
below disclosures should be read in
conjunction with the narrative included
in the Chief Executive Officer’s review,
Chief Financial Officer’s review and
Operations review, to provide an overall
understanding of the risks, economic
uncertainties and challenges anticipated
to continue into 2025.
Assessment of the effectiveness of risk
management and internal controls
The Audit Committee, on behalf of the
Board, oversees 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, reporting 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. Input from all levels of
the business ensures the Group remains
adaptable to the constantly evolving
operating environment. An overview
of the Group’s risk management and
internal control framework is outlined in
the diagram below.
Navigating a dynamic
risk landscape
Audit
Committee
Risk
awareness
Sustainability
Committee
Risk
ownership
Group Operating
Executive
Risk
monitoring
Group
Internal Audit
Risk
reporting
Governance supported through:
Senior Leadership Team driven by:
Risk identification
Risk mitigation
Risk prioritisation
Risk assessment
Risk monitoring
Risk reporting
Our Strategic Priorities
Our Purpose
Our Values
Our Code
Disciplined capital
allocation
Grow
the core
Optimise our
business
Board underpinned by:
Top Down Risk
Including the
identification
and mitigation
of emerging risks
Bottom Up Risk
at Business
Unit and Group
functional level
Including the
identification
and mitigation of
emerging risks
65
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
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 2024,
we held board positions in all such entities.
The Board conducted formal half year and full year reviews 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 70 to 77, effectively describe the nature
and extent of the Group’s principal risks. These reviews are supplemented with quarterly risk dashboard updates to the Board
throughout the year. The Board is satisfied that its risk management systems and internal control processes are effective.
Group Operating Executive
The Group Operating Executive forum as outlined in the Corporate Governance Report on pages 96 to 97 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). During the year, the Group
revised its risk scoring methodology moving from a three
point scale to a five point scale to align with how the Group
assesses the financial impact of its climate change risks.
There are no changes to how we report our principal risks
and uncertainties on pages 70 to 77 as a result of the new risk
scoring methodology;
• 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 utilising both internal and external sources.
The Audit Committee and Board perform bi-annual
reviews of these reports, with quarterly Board principal
risk dashboard reviews and interim updates received from
management as required.
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 2024 and to date in 2025, the
Committee received updates from Senior Executives
and detailed presentations from Group functional leads
including Sustainability, Financial Reporting, Health &
Safety, Food Safety and Quality, Legal, 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.
Sustainability Committee
The Sustainability Committee assists the Board in defining
and reviewing the Group’s strategy relating to environmental
sustainability matters. The Committee is responsible for
monitoring and reviewing current and emerging environmental
sustainability trends, potential risks, relevant international
standards and legislative requirements, identifying potential
impacts to the Group and determining how these are
incorporated into the Group’s policies and objectives. With the
EU Corporate Sustainability Reporting Directive (“CSRD”) set
to apply to the Group in FY 2025, the Audit Committee and the
Sustainability Committee held a joint meeting with regard to
sustainability matters to facilitate increased awareness and to
help ensure effective compliance with the Directive.
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 non-financial management
system;
• Bi-annual control self-assessment and management
representation letter processes;
• Post-acquisition completion and capex project reviews;
• Business continuity management simulation exercises;
• 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.
66
Glanbia plc | Annual Report and Financial Statements 2024
Identifying and assessing
climate related risks and
opportunities (“CROs”)
The identification, assessment and
management of climate-related risks
follow the Group’s risk management
framework. As part of the framework,
the Group has a clear approach for
defining risk appetite and guidance to
support the assessment of materiality
in identifying climate-related risks. 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 and do
not impede the Group’s ongoing success.
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 of GN having overall
ownership of the sustainability strategy.
The CEO of GN is supported in this work
by the Group Operating Executive as
outlined on page 46.
In line with the Group’s risk management
framework, the climate risk and
opportunity themes were assessed
for likelihood, velocity and materiality
(impact) using the same methodology
applied for other risks. This work,
supported by third-party experts and
executive-led workshops, helped identify
and define a focused set of risks for
detailed analysis.
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 Sustainability Committee supports
the Group’s ongoing commitment to our
environmental sustainability strategy.
For further details on our approach
to managing climate change and the
related risks and opportunities, refer to
pages 46 to 57.
The Group incorporates insights
from TCFD CRO reporting, including
identification, prioritisation (likelihood
and velocity) and financial quantification
(materiality), after accounting for
mitigation measures. Key outputs of this
process are summarised within the TCFD
report on pages 46 to 52 and assessed
through the Group risk register process.
The risk register includes the estimated
likelihood, velocity and financial
materiality of the CROs assessed on
an inherent and residual risk basis,
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’. 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.
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 climate governance, strategic impact,
scenario analysis and risk management
and metrics and targets as outlined on
pages 46 to 57.
The Group’s management, in
collaboration with The Carbon Trust,
conducted a comprehensive climate
change risk assessment for the parts of
the business under Glanbia’s operational
control. The identified CROs were
prioritised based on their likelihood,
velocity and estimated financial
materiality (before considering any
mitigation measures). The scenario
analysis, conducted under both a
“current policies scenario” and “stress
scenarios”, was refreshed during the
year, drawing on climate science and
scenario planning, to identify any new
or significant changes that could have
a potential impact on our business,
operations and/or strategy. This
process allows us to continue to better
understand and respond to the potential
impacts from physical climate change
risks and opportunities associated
with the transition to a decarbonised
economy.
Climate change risks are also considered
when assessing other principal risks
including, but not limited to: economic
and industry, market disruption, supply
chain 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 unlikely to materially impact
its short-term viability and identified
key climate risk themes requiring close
monitoring. Glanbia 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 2024 in relation
to our climate impact. Full details of our
TCFD disclosures can be found on pages
46 to 57.
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
Emerging risks with the potential to
impact our longer-term success are
also considered to ensure we plan
appropriately to respond to them over
time. These risks are integrated into the
risk assessment process and identified
by management through their risk
register submissions, discussions with
external advisors, horizon scanning and
staying updated on market, regulatory
and industry changes. The Audit
Committee and Board also review top
external emerging risks during the bi-
annual reviews of Group summary risk
management reports, including items
such as global election outcomes on
the geopolitical situation, key ingredient
price volatility, implications of artificial
intelligence (“AI”) and the occurrence
of extreme weather events and natural
disasters.
Identifying our principal
risks and uncertainties
The Directors 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 64 to 67.
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 may 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
Risk management continued
67
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
discussed and considered by the Board
throughout the year. By assessing these
interconnections, the Board can identify
and mitigate these risks before they
materialise. This analysis also supports
our assessment of the Group’s viability,
as discussed in the long-term viability
statement on pages 68 to 69.
Risk benchmarking is also completed,
which includes a review of external risk
publications and emerging risk trends
against the Group’s risk landscape.
In 2024, discussions considered the
consequences of geopolitical tensions,
political volatility from major global
elections, macroeconomic uncertainties,
key ingredient price volatility, the
evolving ESG regulatory landscape,
rapid technological advancements,
particularly in AI, and persistent global
cyber security control threats.
Principal risks and uncertainties
Changes to risks during the year
The Directors reviewed the Group’s
principal risks and uncertainties
and determined that the risks and
uncertainties, which are summarised
in the risk profile table above, remain
relevant and unchanged from the risks
reported in last year’s Annual Report.
While no new principal risks were
identified and no changes were observed
in risk trends, the Group continues to
navigate a dynamic and rapidly changing
risk landscape. The Group has effectively
managed the evolving risk environment in
2024 and continues to develop mitigation
measures to address these challenges in
the year ahead.
The following risks continue to trend as
increasing in nature:
• Geopolitical risk – the geopolitical
situation remains fragile. The ongoing
war in Ukraine, regional conflicts in
the Middle East, tensions in the South
China Sea and Taiwan and increased
economic competition between the
US and China continue to create
uncertainties and market volatility.
The Board is closely monitoring
tensions in key trading regions, where
any potential conflict, economic
sanctions or trade rulings could
impact Glanbia’s growth objectives.
• Economic and industry risk – while the
macroeconomic outlook stabilised as
recession risks declined, vulnerabilities
persist due to geopolitical tensions,
the increased risk of tariff wars,
geoeconomic fragmentation and slow
global growth leaving many countries
vulnerable to economic shocks. The
Group will continue to monitor these
and any other adverse changes in
economic conditions, which may
increase the cost of living and disrupt
demand through a slowdown in
consumer spending.
• Market disruption risk – although
inflationary pressures are easing, they
remain persistent and vulnerable to
negative impacts from geopolitical
tensions, particularly with regard to
the introduction of tariffs between
the US and some of its key trading
partners and unpredictable climate
conditions, which may drive prices
higher. Given the potential for a
combination of external factors to
influence this position, continued
action is being taken by the Group
to mitigate remaining inflationary
pressures and competitor challenges.
• Climate change risk – continues to
trend upwards due to the evolving
climate landscape, volatile 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 57.
• Cyber security and data protection
risk – continues to rise as rapid
technological advancements
and the adoption of emerging
technologies, such as AI, introduce
new cyber security vulnerabilities,
which are constantly evolving and
becoming more sophisticated.
The remaining principal risks continue
to trend as stable due to the mitigation
activities in place by the Group as
outlined on pages 70 to 77.
The Group actively manages these and
all other risks, inclusive of emerging risks,
through its risk management and internal
control processes.
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 2 to 77. 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 continues therefore 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 34 to 39;
• 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
Strategic/External
Technological
Operational/Regulatory
Financial
Mainly external risks associated
with our operating environment
Geopolitical
Economic and industry
Market disruption
Customer concentration
Climate change
The systems we use to drive the
business and the data they hold
Digital transformation
Cyber security and data
protection
The people and processes we
use to power our business model
Talent management
Health and safety
Supply chain
Product safety
and compliance
Acquisition/integration
Our financial status
and internal controls
Taxation changes
Risk trend
Increasing
Stable
Decreasing
68
Glanbia plc | Annual Report and Financial Statements 2024
Risk management continued
• The general macroeconomic
environment volatility, the ongoing
geopolitical tensions and war, climate
change, the recoverability of trade
receivables, inventory and other
assets.
Long-term viability statement
Assessment of prospects
In accordance with the Listing Rule 6.6.6R
(3) of the Financial Conduct Authority
(“FCA”) and Euronext Dublin Listing
Rule 6.1.11 (1), the Directors assessed the
viability of the Group and its ability to
meet its liabilities as they fall due over
a period extending to 2027. 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 2024. 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 Flavor Producers,
which is consistent with Glanbia’s
strategy of acquiring complementary
businesses to grow its Better Nutrition
platforms.
• Completion of a €102 million share
buyback programme and the
continuing execution of a further
€50 million share buyback programme
due to complete in June 2025. Share
buyback programmes support the
Board’s confidence in the strength
of the Group’s financial position.
The Board has further authorised
an additional €100 million in share
buybacks for 2025.
• Net debt at year end increased by
$187.3 million versus the prior year,
primarily due to the net impact of
M&A activity, returns to shareholder
and dividends from joint ventures.
The net debt to adjusted EBITDA
was 0.81 times (2023: 0.50 times)
and interest cover was 16.7 times
(2023: 38.1 times), both metrics remaining
well within financing covenants.
See the Chief Financial Officer’s
review on pages 34 to 39 for more detail.
(b)The Group’s strategy and business
model
• The Group continues to focus on
growing its core brands and nutritional
ingredients, optimising our business
by improving operational, commercial,
sustainability and financial
performance and by maintaining
a disciplined approach to capital
allocation.
• The strategic agenda continues
to progress with the acquisition of
Flavor Producers and decision to
exit its Benelux Direct-to-Consumer
e-commerce business, Body & Fit,
and its weight management brand,
SlimFast . The Flavor Producers
acquisition significantly expands
Nutritional Solutions’ (“NS”) flavours
offering, bringing new capabilities in
the attractive and growing natural
and organic flavours market, which
are aligned with long-term consumer
trends.
• Clearly articulated business model
with well-defined Group growth
targets focused on building GPN top
line growth and driving earnings to
2027 from GPN and NS. To further
streamline the business, the Group
announced its intention to create
a new operating model in 2025,
separating its Glanbia Nutritionals
business into two new segments:
Health & Nutrition and Dairy Nutrition,
as outlined on page 11 of the Chief
Executive Officer’s review and on page
35 of the Chief Financial Officer’s
review.
• New commercial terms associated
with our US joint venture effective
1 January 2024 as disclosed in Note 2
to the Financial Statements.
• Clear focus on and prioritisation of the
development of a diverse and talented
team which remains central to our
strategy.
• The Group continues to focus on
driving growth across our portfolio
of great brands and ingredients, with
all key strategic capital expenditure
projects on track.
• Customer demand has sustained with
sequential improvement in volumes
across GPN and NS.
• Good progress against the stated
environmental, social and governance
objectives as outlined in Our culture
and values on pages 24 to 25,
Sustainability on pages 42 to 63,
Sustainability Committee Report on
pages 112 to 115, and Nomination and
Governance Committee Report on
pages 116 to 119.
• Ambition to grow through both organic
investment and acquisition activity,
within a framework of clear capital
allocation priorities.
See the Group’s business model
on pages 18 to 19 and strategy on
pages 12 to 15 for more detail.
(c) Principal risks related to the
Group’s business
See pages 70 to 77 for a detailed
description of each of the Group’s
principal risks, including climate change
risk, related mitigation measures and
2025 focus areas.
Assessment of viability
The Directors’ assessment of the Group’s
viability was made with reference to the
2024 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 64 to
77. The Directors carried out a robust
assessment of the consolidated financial
forecast for the current year and
financial projections for future years
to 2027 during its strategy and budget
review session in December 2024, with
due consideration to the actual and
potential consequences of the ongoing
geopolitical tensions, heightened
political volatility from major global
elections, macroeconomic uncertainties,
key ingredient pricing volatility and
the likelihood of unpredictable climate
conditions 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 70 to
77, could materially impact the Group’s
performance, solvency or liquidity; and
69
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
• 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
pages 46 to 52.
These considerations include external
factors as discussed in this section,
particularly in our key areas of operation;
currency exchange rate movements,
principally the USD/euro and USD/
Sterling pound rate; increased tariffs and
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.
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, the
conflicts in Middle East, 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
2027, 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.
70
Glanbia plc | Annual Report and Financial Statements 2024
Link to strategic priorities (see pages 12 to 15)
Grow the core
Optimise our business
Disciplined capital allocation
Risk trend
Increasing
Stable
Decreasing
Strategic/External Risks
Geopolitical
Geopolitical events and
developments may have
the potential to create
global or regional
instability that could
impact on our growth
objectives.
Trend
Potential impact
Political instability, civil disturbance, conflicts,
wars, 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.
Mitigation
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.
Trend
Potential impact
Deterioration in economic growth or consumer
confidence, or significant currency movements may
impact performance and the achievement of growth
targets.
Mitigation
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.
Trend
Potential impact
Continued inflationary pressures above expectations,
key ingredient pricing volatility, or higher tariffs 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.
Mitigation
Continued 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 continues to focus 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.
Trend
Potential impact
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.
Mitigation
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.
The Board regularly reviews its exposure, including credit
exposure, to individual customers and considers the impact
of acquisitions where relevant.
Principal risks and uncertainties
71
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
Developments in 2024
The Board regularly evaluates different geopolitical scenarios and their
potential impact on the business as part of strategy discussions. This
approach allows the Board to develop proactive strategies and responses
for various situations.
Management continues 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 regularly update the Board and
Audit Committee on segment performance during 2024. This included
consideration of geopolitical impacts, where appropriate.
2025 focus areas
The Group will closely monitor geopolitical tensions where any potential
conflict, economic sanctions or trade rulings could impact the growth
objectives of the Group.
The Group will continue to monitor the potential impact of the major election
outcomes on the geopolitical environment and global economy. This has
already resulted in short-term uncertainty, particularly with regard to the risk
of increased tariffs, 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.
Developments in 2024
While the global economy has demonstrated unexpected resilience during
the year, vulnerabilities continue to remain exacerbated by the ongoing
geopolitical tensions, increased threat of tariffs, major global elections,
market volatility and slow pace of global growth which could impact many
countries susceptible to economic shocks.
The Group continued monitoring the situation and navigated and mitigated
the potential impact to the business where possible through activities such
as promotional activity and careful management of prices.
2025 focus areas
The macroeconomic environment remains uncertain prompting ongoing
review throughout 2025. The Group will proactively assess and implement
mitigating actions to address challenges such as the threat of increased
tariffs impacting inflation and putting further pressure on the cost of living and
disrupting demand through a slowdown in consumer spending.
Management will carefully manage any potential rise in trade restrictions and
increased tariffs within our operating regions, which may impact external
demand and consumer confidence.
Developments in 2024
The Group announced its intention to create a new operating model in 2025,
separating its Glanbia Nutritionals business into two new segments – Health
& Nutrition and Dairy Nutrition. The new structure is designed to further
simplify the business, increase focus on high-growth end use markets and
provide greater insight into Glanbia’s value drivers and growth opportunities.
Following the completion of a portfolio evaluation the Board decided to exit
its Benelux Direct-to-Consumer e-commerce business, Body & Fit, and its
weight management brand, SlimFast. The decision to exit the non-core Body
& Fit business resulted in an exceptional item charge of $46.0 million.
A non-cash impairment charge of $91.4 million was recognised during
the year in respect of the SlimFast Americas business which reflects the
continuing challenges in the diet category which have impacted the brand’s
performance.
The impact of high inflationary pressures and supply chain volatility were
largely mitigated by the ongoing monitoring of consumption and elasticity
effects. Prices were carefully managed and to date, customer demand has
remained robust.
Marketing spend has continually focused on the areas/brands where
recovery momentum is strong. The Group successfully navigated the
volatility in dairy markets with our core dairy activities performing
reasonably well during the year.
2025 focus areas
While inflation has reduced in the majority of our core markets it remains
persistent and vulnerable to potential negative impacts from geopolitical
tensions and tariffs that could contribute to further inflationary pressures.
Given the potential for a combination of external factors to influence this
position, continued action is being taken by the Group to mitigate remaining
inflationary pressures, competitor challenges and key ingredient price
volatility. The impact of any changes in price will be continuously assessed for
elasticity effects.
The Group will continue investing in in-house capabilities, supplemented
by external market research, to assess trends in key markets and provide
accurate, relevant data to management teams for decision-making.
The Group will monitor the implementation of the new operating model for
Glanbia Nutritionals, together with wider Group transformation activities to
enable the Group to be well positioned to capitalise on potential future market
growth opportunities.
Developments in 2024
Continued assessment of the impacts of channel shifts by consumers
and the financial strength of our customer base, through our dedicated
consumer insights and analytics teams who continued to enhance our
monitoring and consumer intelligence capabilities.
Continued focus on cash collection and closely monitored the credit
exposures in 2024 as customers continue to navigate the macroeconomic
environment challenges.
2025 focus areas
The Group will continue to monitor and invest in relationships with current
customers, especially those that make up a significant concentration of
our sales. 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.
72
Glanbia plc | Annual Report and Financial Statements 2024
Strategic/External Risks 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.
Trend
Potential impact
Changes in government policy, regulation,
technologies and occurrence of extreme weather
conditions, may impact the Group’s operations and
profitability or influence consumer preferences.
Failure to comply with regulatory reporting
requirements and environmental incident reporting
regulations may cause reputational damage.
Mitigation
A sustainability 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 and sustainability 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 42 to 57.
•
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 SBTi.
Technological Risks
Digital
transformation
The risk of the Group
implementing an
ineffective digital
strategy.
Trend
Potential impact
A failure to adopt new technologies and/or potential
negative consequences associated with integrating
digital technologies within the business may impact
our targeted growth.
Mitigation
A Chief Digital & Transformation Officer was appointed to
the Group Operative Executive to ensure that the Group’s
global support functions are structured to efficiently deliver
high value business services.
Each core business function and corporate services
function have aligned digital roadmaps that are currently
being implemented, while the overall governance process
remains, including IT investment committees, technical
architecture reviews and internal audits.
Dedicated project teams with project sponsors from
the business functions are accountable for material
transformation projects with appropriate governance and
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.
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.
Trend
Potential impact
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.
Mitigation
A dedicated Information Security team is in place to
manage security 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 cyber security 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.
Link to strategic priorities (see pages 12 to 15)
Risk trend
Increasing
Stable
Decreasing
Principal risks and uncertainties continued
Grow the core
Optimise our business
Disciplined capital allocation
73
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
Developments in 2024
Continued investment in enhancing data and reporting capabilities with
primary focus on complying with the EU CSRD which will apply to the Group
in financial year 2025. During the year, Management continued preparation
work to ensure effective compliance with the directive.
The Group published its second Sustainability Report in accordance with the
Global Reporting Initiative (“GRI”) standards in 2024. Progress on Scope 1 and
Scope 2 emissions is on track and to support our Scope 3 strategic review,
the output of Glanbia’s emission modelling across our entire supply chain
was presented to the Board during the year. For more information on the
developments and progress made on the environment topic, please refer to
the Sustainability report on pages 42 to 57.
Information sessions were provided to both the Audit and Sustainability
Committees in January 2024 and January 2025. 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 CSRD reporting.
The Board approved an accelerated ambition for Scope 3 decarbonisation,
aligning with the latest scientific consensus and the Forest, Land and
Agriculture guidance (“FLAG”) from the SBTi. This is based on the assumption
that all stakeholders, including governments, are taking action and
supporting the economic transition.
Carried out a TCFD financial quantification scenario analysis exercise during
FY 2024.
2025 focus areas
The Group will continue advancing efforts to meet upcoming CSRD disclosure
requirements and evolving ESG legislation while further embedding the
Group’s sustainability strategy across the business.
The Group remains committed to supporting customers’ sustainability
ambitions, particularly by providing carbon emissions data and assurances
on ingredient sourcing risks to also help them meet public-facing targets.
The Audit and Sustainability 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.
Developments in 2024
The Group continues to enhance its upgraded enterprise resource planning
(“ERP”) system by harmonising processes, embedding automation and
incorporating machine learning across operations. Key initiatives include
rolling out SAP Fiori to Finance and publishing generative AI usage guidelines
for employees.
Continued fraud and cyber security exercises with vulnerability scans
implemented across all eCommerce sites.
Successfully delivered strategic projects for new system implementation
in front, middle and back office. The 2024 programme of work included
projects for business functions and acquisition integrations. Key programs
on Glanbia’s digital roadmap continued to advance.
Launched Glanbia’s Digital Academy offering small bite-sized learning
modules on a variety of digital topics to educate employees and support
the Group’s ongoing digital transformation journey.
2025 focus areas
The Group continues advancing the Empower@Glanbia programme
to drive digital transformation across functions like Finance, HR and IT.
The programme is focused on standardising, globalising and simplifying
processes, and leveraging automation to enhance efficiency.
Continue to assess the potential benefits and risks associated with emerging
AI capabilities as part of digital transformation and cyber risk activities.
Continue to progress the Tirlán and Leprino segregation and separation
of IT infrastructure and applications from the Group in line with the agreed
transition agreements.
Accelerate core digital transformation projects to help ensure the Group is well
positioned to capitalise on future growth opportunities. The 2025 programme
of work will focus on advancing the digital roadmap in our front, middle and
back office in 2025.
Developments in 2024
Cyber risk dashboards were developed and reported regularly to the Board
via quarterly risk dashboard updates.
The Group’s AI policy and generative AI usage guidelines were published
to govern the development, deployment and safe, responsible and ethical
use of generative AI within the Group. The Group Ransomware policy was
updated and presented to the Audit Committee for review.
Continued to rollout phishing simulations across the Group targeting high-
risk internet users, phishing training in operation and physical security tokens
for remote access continues to be deployed. Introduced a cyber security
awareness campaign, publishing a series of articles to help employees
recognise potential threats and reduce the risk of successful cyber-attacks.
Continued to report on cyber security and anti-fraud controls against the
US Department of Commerce and National Institute of Standards and
Technology Cyber security Framework to evaluate over the effectiveness
of the Group’s cyber security controls, ransomware prevention, threat
detection capabilities and response plans.
Glanbia does not use the product affected by the CrowdStrike incident.
Although some of our cloud services were impacted, they were limited
to non-core functions such as administrative tasks, and a resolution was
promptly implemented.
2025 focus areas
Continue progress on the effective integration of our IT systems and related
Group monitoring controls within our recent acquisitions.
Complete the integration of the Watson business within the Group’s
information technology infrastructure.
Cross-functional teams will continue to ensure IP is protected through IT
security measures, patent applications and related control procedures
Continue to rollout our multi‑factor authentication to all employees.
Ongoing cyber security 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.
Continue to execute fraud and cyber security reviews and vulnerability scans
across all eCommerce sites.
Continue to evolve our compliance program as we progress in the journey
of outsourcing partners via project Empower in the new Glanbia Enterprise
Solutions function.
74
Glanbia plc | Annual Report and Financial Statements 2024
Operational/Regulatory Risks
Talent
management
The ability to attract,
develop, engage and
retain appropriately
qualified talent is
critical if the Group is
to continue to compete
effectively.
Trend
Potential impact
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.
Mitigation
The Group’s purpose, vision and refreshed 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, culture and engagement, and total reward.
Our smart working hybrid model continues to operate
effectively across the Group.
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.
Trend
Potential impact
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.
Mitigation
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.
Trend
Potential impact
A significant geopolitical, pandemic event or extreme
weather condition 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 a combination of dairy market
volatility and/or inflationary impact.
Mitigation
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.
Principal risks and uncertainties continued
Link to strategic priorities (see pages 12 to 15)
Risk trend
Increasing
Stable
Decreasing
Principal risks and uncertainties continued
Grow the core
Optimise our business
Disciplined capital allocation
75
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
Developments in 2024
Continued the successful implementation of Grow@Glanbia, the Group’s
multi-year HR transformation programme aimed at fostering a future-
ready, people centred organisation and cultivating a high-performance
culture.
“Development Days” were introduced and rolled out, offering a dedicated
session focused on career development, learning and knowledge sharing.
This initiative combines webinars and in-person workshops to ensure every
employee has the opportunity to thrive and reach their full potential.
Focused and effective management successfully navigated the challenges
of a competitive labour market during the year.
Enhanced leave policies were introduced in 2024 to support and prioritise the
wellbeing of our employees on topics such as family leave.
Global employee resource groups continued to operate and expand.
Launched the newly refreshed values in 2024, which have been rolled out
across the Group.
2025 focus areas
Effectively manage the implementation of the Group’s transformation
objectives which address the changing needs of the organisation post the
divestment of Glanbia Ireland and Glanbia Cheese, and the need for the
organisation to adapt to changing external factors such as the pace of
technological change and customer expectations.
Continue to monitor the evolving talent retention risks driven by inflationary
pressures and remote working options and digital transformation activities.
Continue 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.
Continue to invest in our leadership capability upskilling, including tailored
programmes, such as Leading the Glanbia Way, our foundational programme
that introduces leadership capabilities and our Values behaviours, and we
have invested in a digital platform to meet the learning needs of all of our
employees. We continue to assess our talent pool through a robust talent
assessment process to identify key talent and to prioritise their accelerated
development for future roles.
Developments in 2024
The Audit Committee received an update on health and safety incidents
that occurred during the year, including in the Group’s joint venture, and the
corrective actions taken.
Continued progress in our mission towards ‘Zero Harm’ and other health and
safety initiatives during the year as outlined on page 60. Glanbia had zero
fatalities or life changing/critical injuries during the year.
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.
All acquisitions are now integrated into the Group’s non-financial reporting
system and will be included in 2025 dashboards.
2025 focus areas
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:
•
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 future acquisitions will continue to be a core focus.
•
Implementing effective corrective actions to address any improvement
opportunities identified.
Developments in 2024
Continued deployment of significant management effort to prevent supply
chain disruptions.
Continuous review of future supply, demand and expected pricing of raw
materials through key supplier relationships to ensure resources were
available at competitive prices.
Appropriate safety stocks for core raw materials are in place and continued
monitoring of raw material delay risks are considered with alternative
sources of supply identified.
2025 focus areas
Continue to monitor the potential impacts of geopolitical tensions, tariffs,
geoeconomic fragmentation, extreme weather events, the ESG regulatory
landscape and remaining impacts of 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.
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.
Continue to engage with our supply base to ensure sustainability of supply at a
level of pricing that is both commercial and competitive.
76
Glanbia plc | Annual Report and Financial Statements 2024
Operational/Regulatory continued
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.
Trend
Potential impact
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.
Mitigation
The global reporting tool and core Glanbia Quality
Standards (“GQS”) programme is 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.
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.
Trend
Potential impact
Actual performance of the acquired business
below expected performances and the diversion of
management attention to integration efforts could
result in significant value destruction.
Mitigation
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.
Financial Risk
Taxation
The Group’s tax position
may be impacted by
legislative changes to
local or international
tax rules; or weaknesses
in the operating
effectiveness of our
systems of operation.
Trend
Potential impact
The Group may be exposed to increased tax liabilities.
Mitigation
The Group employs a team of tax professionals with diverse
and extensive experience to ensure global compliance with
legislative requirements.
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.
Principal risks and uncertainties continued
Link to strategic priorities (see pages 12 to 15)
Risk trend
Increasing
Stable
Decreasing
Principal risks and uncertainties continued
Grow the core
Optimise our business
Disciplined capital allocation
77
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
Developments in 2024
Continued to maintain robust quality and auditing standards with routine
Sustainability and Audit Committee reporting.
Continued effective oversight of third-party manufacturing qualifications
and ongoing compliance with Glanbia’s food safety performance standards.
Close monitoring of critical incident trends to ensure effective root cause
analysis and implementation of appropriate corrective and preventive
actions from previous incidents. In 2024, Glanbia achieved zero publicly
reportable critical incidents across the organisation.
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.
Multi-function Corporate Business Continuity Management simulation
exercise performed.
2025 focus areas
Maintaining standards as we integrate new acquisitions and optimise
our supply chain globally by encompassing a mix of owned and contract
manufacturer facilities.
Ensuring all sites achieve or maintain a globally recognised food safety
certification in 2025. The Food Safety Auditing programme will continue in
2025.
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.
Developments in 2024
The Group completed the acquisition of the Flavor Producers business, a
leading US-based flavour platform, for a total purchase consideration of
$299.7 million as disclosed in Note 34 to the Financial Statements.
Completed the valuation exercise of the B2B bioactive ingredients business
of Pantheryx acquired in quarter four 2023 as disclosed on Note 34 to the
Financial Statements.
Continued to integrate our ERP system into acquisitions as part of the IT
roadmap.
The Audit Committee continued to assess the impairment review of goodwill
and intangibles, including an assessment of the current global economic
environment, as outlined on page 109.
Announced the separation of the GN business into two new segments
– Health & Nutrition and Dairy Nutrition to further simplify the business,
increase focus on high-growth end use markets and provide greater insight
into Glanbia’s value drivers and growth opportunities.
2025 focus areas
Glanbia appointed a Chief Strategy Officer to the Group Operating Executive
to facilitate in leading Project Evolve, our Group-wide transformation
programme, which will support the design of a new, fit-for- purpose operating
model to support Glanbia’s next stage of growth.
The Board will continue to review the Group’s overall portfolio as part of its
strategic review processes, evaluate potential acquisition opportunities
to expand the portfolio, drive growth and assist the Group to achieve its
ambition.
Acquisition integration and post-acquisition review processes will continue to
be monitored through Board and/or Audit Committee reviews. The ongoing
rollout of the Group ERP system, SAP, across all new acquisitions is viewed by
the Board as a key enabler for maintaining an effective and consistent control
environment across the Group.
The Audit Committee will continue to review the impairment testing
methodology, including inputs, assumptions, sensitivity analysis and results of
any material businesses performing below expectations.
Developments in 2024
The Committee received a presentation from our external advisors on the
operating effectiveness of our systems of operation.
The Audit Committee also continued to receive a detailed management
presentation on our tax structures and controls, including Pillar II related
impacts, the status of tax audits, the ongoing management of our current
operations, overview of the global tax environment and evolving tax
legislation.
2025 focus areas
Management will continue to monitor developments in international tax
legislation, with a focus on maintaining the Group’s compliance with legislative
requirements, including the requirements under the Pillar II 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 and ensure compliance with relevant tax laws across its
jurisdictions. Proactive engagement with tax authorities, when appropriate,
will also continue.
78
Glanbia plc | Annual Report and Financial Statements 2024
In this section
Corporate Governance Report
80
Board of Directors and
Senior Management
82
Audit Committee Report
104
Sustainability Committee Report
112
Nomination and Governance
Committee Report
116
Remuneration Committee Report
120
Statutory information and
Forward-looking statement
140
Directors’ Responsibility Statement
154
Directors’
Report
We ensure sustainable growth and
accountability through robust governance,
ESG integration, effective risk management,
strategic succession planning and remuneration
linked to business performance.
Governance
79
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
80
Glanbia plc | Annual Report and Financial Statements 2024
Corporate Governance Report
Introduction from the Group Chairman
Donard Gaynor
Group Chairman
Our commitment to
robust governance
continues to support
our strategic
objectives
Dear Shareholder,
On behalf of the Board, it is my pleasure
to present this Corporate Governance
Report for the year ended 4 January
2025 which describes how we apply the
main principles of good governance as
set out in the UK Corporate Governance
Code and the Irish Corporate Governance
Annex (together the Codes). Maintaining
and promoting high standards of
governance is critical to delivering the
Group’s strategy and fostering long-term
sustainable success for our shareholders.
It is also a vital element of an effective
Board, whose primary role is to uphold
robust corporate governance.
The Board is responsible for the overall
conduct of the Group’s business, its
strategic direction and its organisational
culture, ensuring these are aligned to the
Group’s values. We ensure that strong
corporate governance standards and
processes are embedded throughout the
Group, enabling oversight of strategy,
operations, risk and control; fostering
appropriate challenge; supporting robust
decision-making; and providing guidance
to senior management.
The Board has dedicated significant
time in recent years to evolving the
Group’s strategy and delivering strategic
priorities. This included detailed
discussions with management on our
strategic priorities and dedicated Board
meetings focused on strategy. The
Board will continue to allocate time to
overseeing the implementation of our
strategy, including detailed updates from
management teams throughout the year.
Site and market visits also provide an
important opportunity for the Directors
to meet with members of the workforce
who are implementing our strategy.
Further details on our strategy
can be found on pages 12 to 21.
Leadership succession
and Board refreshment
Hugh McGuire was appointed Chief
Executive Officer of Glanbia, Executive
Director and member of the Development
Committee, effective 1 January 2024.
Gerard O’Brien and Tom Phelan joined
the Board on 1 June 2024 as nominees of
Tirlán Co-operative Society Limited (the
“Society”), replacing Patrick Murphy and
Brendan Hayes who retired on 1 May 2024
and 31 May 2024 respectively.
Management and
Committee changes
Steve Yucknut retired as CEO of Glanbia
Performance Nutrition Limited on
31 December 2024. Monika McGurk was
appointed CEO, Glanbia Performance
Nutrition Americas and Andy Shaw was
appointed CEO, Glanbia Performance
Nutrition International, effective
“Maintaining and promoting the highest
standard of corporate governance is
essential to supporting the delivery of
our strategy.”
81
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
1 January 2025, both reporting to Hugh
McGuire. Monica and Andy have also
joined the Group Operating Executive.
Wendy Smith was appointed Chief Digital
& Transformation Officer and joined the
Group Operating Executive on 1 March 2024.
There were a number of changes to the
composition of the Committees during
2024. These are discussed in detail in the
Nomination and Governance Committee
Report on pages 116 to 119.
Sustainability
Sustainability remains a core focus
for the Group. We are committed to
delivering better nutrition sustainably
and to achieving our ambitious ESG
goals, updated in 2024. The revised
targets were developed to meet the
latest sector specific guidance from the
Science Based Targets initiative (“SBTi”).
Further details can be found
on pages 112 to 115.
Corporate Governance
In 2024, the Board reviewed and updated
the matters reserved for the Board
and the terms of reference for each
of the Group’s principal Committees.
Governance procedures were
strengthened by approving a formal
conflicts of interest policy and publishing
a Board charter, outlining the Board’s
structure, operations and procedures.
It acts as a navigational tool to support
the Board in fulfilling its corporate
governance duties and strategic
leadership and seeks to support ethical
decision-making, boost transparency
and promote robust governance.
The Board continued to monitor
developments in corporate governance
generally, which included an overhaul of
the UK listing rules, establishing a more
flexible disclosure based framework.
The most fundamental change was
the replacement of the premium and
standard listing segments with a new
single category of ‘Equity Shares in
Commercial Companies’ (ESCC) and
the creation of a new international
secondary listing category aimed at
non-UK companies with a primary listing
on a non-UK market. This new category
gives non-UK companies the flexibility
to avail of a reduced UK compliance
framework provided they are subject to
the rules of their primary listing without
any exemptions.
Also in 2024, Euronext Dublin overhauled
their listing rules and introduced a new
Irish Corporate Governance Code, closely
modelled on the UK code, with some
additional flexibility.
As Glanbia has limited trading volumes
in the UK, we propose to transfer our
listing to the international secondary
listing category to provide us with
the flexibility to apply the Irish Code.
Subject to approval of the Financial
Conduct Authority, this will be put to the
shareholders for consideration at the
forthcoming AGM.
Stakeholder engagement
Stakeholder engagement and
understanding the views of our
stakeholders is a core part of my role.
During 2024, representatives of the Group
held meetings with shareholders and
attended investor conferences in the UK,
Europe and the USA. Meetings were held
face-to-face where possible and included
an investor event at our GPN facility in
Chicago, Illinois, USA. These meetings
allowed the Board to share priorities
and gather shareholder views on topics
including Board composition, succession
planning, strategy, capital allocation,
sustainability and remuneration.
Further details are set out
on pages 44 to 45.
Culture
The success of Glanbia derives from
the efforts, expertise and collaboration
of our employees. The oversight and
development of the Group’s culture is a
priority for the Board. The Board received
a number of updates during 2024 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. Our Employee Resource
Groups (“ERGs”) seek to ensure that all
employees can bring their true selves to
work and thrive. Our ERGs play a valuable
role in providing a vehicle for Glanbia to
listen to employees and to address any
needs and barriers they may face.
For more on our culture and values
see pages 24 to 25 and 90 to 91.
Employee engagement
Employee engagement is key to a strong
internal culture and allows us to gain a
better understanding of what matters
to our employees. I was proud to act
as the Group’s dedicated Workforce
Engagement Director until 1 November
2024 when Gabriella Parisse succeeded
me in this role. We continue to adapt new
engagement strategies, ways of working
and leadership development approaches
based on employee feedback. We hosted
a number of employee roadshows where
our senior management met employees.
These events provided an opportunity
to engage and exchange ideas with our
people.
In 2024, Glanbia conducted an employee
engagement survey which showed strong
overall performance and highlighted
opportunities for improvement. 82% of
the Group’s employees participated in
the survey which was very encouraging.
For more on our employee
engagement see pages 59 and 90.
Board review
In 2024, an internally facilitated
performance review of the Board, its
Committees and individual Directors
was undertaken following the external
review completed in December 2023.
The outcome of this review was positive.
Further information on the review process
and results can be found on page 99.
Looking ahead
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.
The Board and Committees have
received updates in anticipation of
the commencement of the codes and
plans are in place within the Group to
ensure continued code compliance. 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.
Our 2025 Annual General Meeting
(“AGM”) will be held on 30 April 2025
at 11.00 a.m. at Killashee Hotel, Naas,
Co. Kildare, Ireland. I encourage all
shareholders to either attend the AGM
personally or use their proxy vote.
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.
com 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 we could not continue to
deliver the high standard of excellence
for which Glanbia is known.
Donard Gaynor
Group Chairman
82
Glanbia plc | Annual Report and Financial Statements 2024
Current Board of Directors and Senior Management
Group Chairman, Executive Directors and Secretary
Donard Gaynor
Group Chairman and
Non-Executive Director
Hugh McGuire
Chief Executive Officer
and Executive Director
Mark Garvey
Chief Financial Officer
and Executive Director
Date of appointment
12 March 2013
1 January 2024
12 November 2013
Board tenure/tenure
Eleven full years
Six full years
(over each of his terms)
Eleven full years
Skills and expertise
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.
Experience
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
SC
RC
DC
DC
SC
Leading
by example
Key
AC
Audit
Committee
DC
Development
Committee
NGC
Nomination and
Governance
Committee
RC
Remuneration
Committee
SC
Sustainability
Committee
Chair
83
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
Liam Hennigan
Group Secretary and
Head of Investor Relations
4 April 2022
Two full years
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.
Governance in action
Key strategic decisions are made by the Board of Directors
The Board is responsible for setting the strategic direction of the Group and for overseeing the
execution of Group’s strategy in order to create shareholder value. The Board considered the
Group’s strategy at a number of meetings throughout the year and held dedicated strategy-
focused meetings in May and October 2024. The Board receives regular updates on progress
against strategic key performance indicators as well as key markets in which the Group
operates.
Discussion themes during the sessions included:
• an overview of financial projections;
• review of performance of recent acquisitions; and
• consideration of growth drivers of the Group, considering the Group’s key assets, end
markets and consumer trends.
Strategic acquisition
In April 2024, the Group acquired 100% of the voting equity interests of Aroma Holding
Company, LLC, which owns Flavor Producers, a leading flavour platform in the US, providing
flavours and extracts to the food and beverage industries, with a focus on organic and
natural ingredients. The transaction is consistent with the Group’s strategy of acquiring
complementary businesses to grow its Better Nutrition platforms. The acquisition of Flavor
Producers significantly expands the Group’s flavour offering, bringing new capabilities in the
natural and organic flavours market which are aligned with long-term consumer trends.
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
4 January 2025, 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 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.
Following the appointment of Paul Duffy
and Kimberly Underhill to the Committee on
1 May 2024, membership of the Committee
comprises the Group Chairman, Róisín
Brennan, Dan O’Connor, Paul Duffy and
Kimberly Underhill, a majority of whom are,
effective 1 May 2024, independent. While
both the Group Chairman and Mr O’Connor’s
tenures on the Board have exceeded nine
years, the Board is satisfied that they
demonstrate independence of character
and judgement.
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 Group Chairman of the
Company on 8 October 2020, having been
appointed to the Board on 12 March 2013.
The Board believes that the extension of the
Group Chairman’s tenure until the conclusion
of the 2026 AGM, which was approved in
February 2025, is warranted to facilitate
continued effective succession planning
and the development of a diverse Board.
The Group Chairman’s performance
is reviewed 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 judgment.
A description of how we have applied
the principles and detailed provisions
of the Codes is set out in this Corporate
Governance report.
84
Glanbia plc | Annual Report and Financial Statements 2024
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
Date of appointment
1 January 2021
1 March 2021
1 August 2022
Board tenure/tenure
Four full years
Four full years
Two full years
Skills and expertise
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 and has
significant strategic and brand
experience.
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.
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. Róisín 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, Róisín 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, a
Director of Hostelworld Group plc
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.
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, Ilona 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.
Key external appointments
Non-Executive Director of Ryanair
Holdings plc, Musgrave Group plc
and Dell Bank International DAC.
Non-Executive Director of
Hostelworld Group plc, W.A. Baxter
& Sons and Chairman of Irish
Children’s Museum CLG.
Non-Executive Director of Corbion
N.V.
Committee memberships
DC
NGC
RC
AC
DC
NGC
RC
AC
DC
SC
Key
AC
Audit
Committee
DC
Development
Committee
NGC
Nomination and
Governance
Committee
RC
Remuneration
Committee
SC
Sustainability
Committee
Chair
85
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
Jane Lodge
Non-Executive Director
Dan O’Connor
Non-Executive Director
Gabriella Parisse
Non-Executive Director
Kimberly Underhill
Non-Executive Director
1 November 2020
1 December 2014
1 June 2023
1 August 2022
Four full years
Ten full years
One full year
Two full years
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.
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.
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. Jane
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. Dan 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. Dan 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.
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.
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.
AC
DC
RC
DC
NGC
SC
DC
AC
DC
NGC
RC
86
Glanbia plc | Annual Report and Financial Statements 2024
Current Board of Directors and Senior Management continued
Non-Executive Directors nominated by the Society
John G Murphy
Non-Executive Director
nominated by the Society
Gerard O’Brien
Non-Executive Director
nominated by the Society
Tom Phelan
Non-Executive Director
nominated by the Society
Date of appointment
29 June 2010
1 June 2024
1 June 2024
Board tenure/tenure
14 full years
Less than one year
Less than one year
Skills and expertise
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 industry and experience in
the governance and strategic
management of a global nutrition
business gained from his tenure on
the Board of Tirlán Co-operative
Society Limited.
Extensive knowledge of the global
food industry and experience in
the governance and strategic
management of a global nutrition
business gained from his tenure on
the board of Tirlán Co-operative
Society Limited.
Experience
John G Murphy manages his own
agricultural business in Co. Wexford,
Ireland. John was appointed
Chairman of Tirlán Co-operative
Society Limited on 8 October 2020.
John has completed a Diploma in
Corporate Direction from University
College Cork.
Gerard O’Brien manages his
own agricultural business in Co.
Waterford, Ireland. He has served
on the board of Tirlán Co-operative
Society Limited since 2019 and was
appointed Vice-Chairman of Tirlán
Co-operative Society Limited in
May 2024. Gerard has completed
a Diploma in Corporate Direction
from University College Cork.
Tom Phelan manages his own
agricultural business in Co. Laois,
Ireland. He has served on the
board of Tirlán Co-operative
Society Limited since 2021 and was
appointed Vice-Chairman of Tirlán
Co-operative Society Limited in
May 2024.
Key external appointments
Chairman of Tirlán Co-operative
Society Limited.
Vice-Chairman of Tirlán
Co‑operative Society Limited.
Vice-Chairman of Tirlán
Co‑operative Society Limited.
Committee memberships
SC
Key
AC
Audit
Committee
DC
Development
Committee
NGC
Nomination and
Governance
Committee
RC
Remuneration
Committee
SC
Sustainability
Committee
Chair
87
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
Senior Management, Group Operating Executive
Ian Doyle
Chief Corporate
Development Officer
Monica McGurk
CEO
Glanbia Performance
Nutrition Americas
Brian Phelan
CEO
Glanbia Nutritionals
4 January 2022
1 January 2025
1 January 2004
Three full years
Less than one year
Twenty one full years
A deep knowledge of international
corporate finance with extensive
experience negotiating and
structuring complex acquisitions,
divestitures, investments and
partnerships.
Strong people leader with depth
leading growth, commercial
capabilities including innovation/
R&D, marketing, sales, revenue
growth management – strategy,
and performance improvement.
Strong track record in insights and
analytics, digital and eCommerce.
Extensive tenure in the food and
beverage industry.
Experienced Chief Executive
Officer who has extensive strategic,
commercial and corporate
development experience. Strong
leadership qualities acquired from a
successful career within Glanbia.
Ian Doyle is Chief Corporate
Development Officer and is
responsible 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.
Monica was appointed CEO of
Glanbia Performance Nutrition
Americas on 1 January 2025, having
held the role of President GPN
Americas upon joining the Group
in 2024. Prior to joining Glanbia,
Monica spent more than 25 years
in the consumer goods industry
with a focus in food and beverage.
She has held senior executive P&L
and functional positions across
Tropicana Brands Group, Kellogg,
Tyson Foods and The Coca-Cola
Company, and was previously a
partner with McKinsey & Company.
Monica holds an MBA and MA in
Education from Stanford University,
USA.
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.
None.
Independent Director – Bunge
None.
88
Glanbia plc | Annual Report and Financial Statements 2024
Current Board of Directors and Senior Management continued
Senior Management, Group Operating Executive continued
Andy Shaw
CEO
Glanbia Performance
Nutrition International
Wendy Smith
Chief Digital & Transformation
Officer
Sue Sweem
Chief Human Resources Officer
Date of appointment
1 January 2025
1 March 2024
1 December 2021
Board tenure/tenure
Less than one year
One full year
Three full years
Skills and expertise
Significant commercial experience
with a particular focus on business
transformation, performance
improvement and commercial
operations. Extensive tenure in
the food and beverage industry.
Significant finance experience
with a particular focus on business
transformation and leveraging
digitisation and automation to
accelerate long-term growth.
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.
Experience
Andy was appointed CEO of Glanbia
Performance Nutrition International
on 1 January 2025 having held
the position of President, Glanbia
Performance Nutrition EMEA and
ASPAC. Andy joined the Group
in 2019 as President, Glanbia
Performance Nutrition Europe
and this role expanded in 2021
to cover ASPAC. Prior to joining
Glanbia, Andy held a number of
commercial and marketing roles
in GlaxoSmithKline and spent 14
years with Red Bull, holding senior
leadership roles in Europe and the
US, including Managing Director,
Iberia and Managing Director,
UK. Andy holds a BA in Commerce
from Napier University, Edinburgh,
Scotland.
Wendy Smith was appointed Chief
Digital & Transformation Officer
on 1 March 2024 having previously
held the position of Chief Financial
Officer, Glanbia Performance
Nutrition. Prior to joining Glanbia,
Wendy held senior finance positions
with Amazon, Kellogg, Johnson &
Johnson and Proctor and Gamble,
working in the US, Europe and Asia,
where several of her previous roles
included digital and transformation
responsibilities. She holds a
Bachelor of Science (Mathematics)
and Masters degree in Business
Administration (Finance) from
Brigham Young University, USA.
Sue Sweem is Chief Human
Resources Officer and has
responsibility for the strategic
leadership of Group Human
Resources within Glanbia.
Previously, Sue was Chief People
Officer for Glanbia Performance
Nutrition from 2015 to 2021 and
held other HR positions in Glanbia
Performance Nutrition 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.
Key external appointments
None
None.
None.
Key
AC
Audit
Committee
DC
Development
Committee
NGC
Nomination and
Governance
Committee
RC
Remuneration
Committee
SC
Sustainability
Committee
Chair
89
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
Shareholder engagement
Effective communication with shareholders is a key priority to ensure that our shareholders are aware of the Group’s business
environment, strategy, business model, performance and sustainability commitments. The views of our shareholders help to
inform the strategic decision making of the Board. To ensure we build a culture that fosters open and successful relationships
with our shareholders, the Group devotes considerable time and resources each year to shareholder engagement. The
Group Chairman, Senior Leadership Team, and Investor Relations team actively engage with the investment community and
shareholders to discuss key issues such as strategy, sustainability, capital allocation, remuneration, and governance. During
2024, the Group engaged regularly with individual shareholders and the investment community through in-person and virtual
investor conferences, roadshows, and at 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. The Company’s AGM also provides
an opportunity for the Directors to deliver presentations and to answer questions from shareholders, both institutional and
individual. Results releases, presentations, share price information and news releases are accessible to all shareholders on the
Group’s website, www.glanbia.com. A brief outline of the nature of the activities undertaken by our Investor Relations team in
2024 is set out below.
First Quarter 2024
• 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.
• Attended key sector industry conferences,
affording members of the senior management
team the opportunity to engage with key
investors and analysts.
Third Quarter 2024
• Released the half year results, along with
accompanying presentation, webcast and
conference call.
• Investor roadshows were held following the
release of formal announcements.
• Attended a number of industry conferences
to engage with shareholders.
Second Quarter 2024
• Released the Q1 Interim Management
Statement, along with accompanying
presentation, webcast and conference call.
• Held the 2024 Annual General Meeting.
• Completed a shareholder consultation on
Resolution 6 of the 2024 AGM (remuneration
policy), further details of which are contained
on page 121.
Fourth Quarter 2024
• Released the Q3 interim management
statement along with accompanying
presentation, webcast and conference call.
• Held an investor day in the United States
which included a tour of Glanbia Performance
Nutrition’s production plant in Aurora, Illinois
and an update on key brands within the
Glanbia Performance Nutrition portfolio.
• Attended a number of industry conferences
to engage with shareholders.
2024 Shareholder engagement
90
Glanbia plc | Annual Report and Financial Statements 2024
Corporate Governance Report continued
Board Leadership and Company Purpose
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, 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 2024 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 9 and 59.
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 external
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 customers’ and consumers’ needs by collaborating with
our customers and listening to consumers’ needs. 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 focus
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 26 to 33.
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 page 45.
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.
For more information see page 45.
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 page 45.
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. In 2024, Glanbia launched
an updated set of values to anchor our shared culture and focus
on our growth ambition. Our values of: Passion for our Customers
& Consumers, Performance Matters, Respect for People, Find
a Better Way, Win Together and Sense of Fun are the code by
which the Group operates both internally and externally.
For more information see page 4 and 24 to 25.
91
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
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 ‘Speak-
Up’ system;
- 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, townhalls,
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 24 to 25.
Our leadership conference took place in Killarney, Ireland and was attended by members of our Board of Directors.
92
Glanbia plc | Annual Report and Financial Statements 2024
A
n
a
ly
s
e
d
a
t
a
a
n
d
s
h
a
r
e
r
e
s
u
lt
s
c
h
a
n
g
e
I
m
p
l
e
m
e
n
t
pl
a
n
n
i
n
g
A
c
ti
o
n
E
m
p
lo
y
e
e
s
u
r
v
e
y
s
w
i
n
s
C
e
l
e
b
r
a
t
e
Corporate Governance Report continued
Board Leadership and Company Purpose continued
Q Why have you decided to take on the role of
Workforce Engagement Director?
I have always had an interest in employee engagement and I
am pleased to have been appointed as the Group’s dedicated
Workforce Engagement Director on 1 November 2024. Actively
engaging with employees is essential to understanding the
culture in which they thrive, ultimately driving the Group’s long-
term success. Our people are our most important asset and I
want to use my skills and experience to help Glanbia be a place
where its employees succeed.
Q Why are employee engagement sessions
important to you?
During the past year, I had the opportunity to attend a number
of employee engagement sessions with the previous Workforce
Engagement Director, Donard Gaynor, and spend face-to face
time with our people across sites in Ireland and the US. It was
wonderful to see our employees demonstrate passion and pride
in the Company, its brands and our collaborative culture.
I saw the value of meeting employees from different functions,
levels and regions of the workforce. The sessions were open and
constructive, enabling employee views to be considered in Board
discussions and decision-making. 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.
These sessions also provide an opportunity to engage with
leaders, test culture and engagement, and bring valuable
perspectives to the boardroom. In my visits, I specifically take the
opportunity to understand if our people are aware of Speak Up,
our policy to ensure there is a route beyond local management
and leadership to raise concerns and issues. Speak Up is an
important mechanism to ensure employees will feel comfortable
to raise concerns even in the most sensitive of situations.
For more information on Speak Up, see page 61.
I am looking forward to continuing these sessions in 2025 and
giving employees a forum to raise views, opinions, and concerns
with me.
Q What are some of the key themes from the 2024
“Your Voice” survey results?
Participation in the survey increased again in 2024 with a
response rate of 82%, 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. I am particularly pleased
with the strong feedback around changes that have been
implemented in the wellbeing space which includes the recent
changes made to our employee pension scheme in Ireland.
Our people continue to be interested in developments around
career progression and continued learning which is encouraging
and we were delighted to host the Group’s first Development
Days initiative - a week dedicated to career development in
September 2024.
Gabriella Parisse
Non-Executive Director and Workforce Engagement Director
Responding to our
employees needs
Q&A with Gabriella Parisse,
Non-Executive Director and
Workforce Engagement Director
93
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
Meeting attendance for the Board and Committees established under the UK Corporate Governance Code
Board meetings are the main forum for Directors to debate, review and challenge strategic, operational and governance matters
concerning the Group. Board meeting agendas are set through a collaborative process between the Group Chairman, CEO and Group
Secretary. Detailed planning is undertaken to create an annual Board agenda programme to ensure that strategic, operational
financial, cultural and governance items are discussed at appropriate times during the year. The Group Chairman ensures adequate
time is allocated to allow effective discussion and to ensure a balance is maintained between reporting, approvals, strategy and
governance. Details of Director attendance at meetings held in 2024 are set out in the table below.
Director
Full years on
the Board
Scheduled
Board Meetings
Audit
Committee
Nomination and
Governance Committee
Remuneration
Committee
D Gaynor
11
8/8
5/5
7/7
R Brennan
4
8/8
5/5
7/7
P Duffy1
4
8/8
7/7
3/3
7/7
M Garvey
11
8/8
I Haaijer
2
8/8
6/7
B Hayes2
11
3/3
J Lodge
4
8/8
7/7
7/7
H McGuire
6
8/8
J Murphy
14
8/8
P Murphy3
12
2/2
D O’Connor
10
8/8
5/5
G O’Brien4
less than 1
5/5
G Parisse
1
8/8
T Phelan5
less than 1
4/5
K Underhill6
2
8/8
7/7
3/3
7/7
1
P Duffy was appointed to the Nomination and Governance Committee on 1 May 2024
2
B Hayes retired from the Board on 31 May 2024
3
P Murphy retired from the Board on 1 May 2024
4
G O’Brien was appointed to the Board on 1 June 2024
5
T Phelan was appointed to the Board on 1 June 2024
6
K Underhill was appointed to the Nomination and Governance Committee on 1 May 2024
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 cybersecurity and determining the Group’s risk profile and risk appetite;
• Review the performance of the Group in light of its strategic objectives, business plans and budgets and ensuring that any necessary
corrective action is taken, if required;
• Approval of acquisitions, disposals, share buybacks and other transactions outside delegated limits;
• Financial reporting and controls, including approval of the half year results, interim management statements and full year results,
approval of the Annual Report and Financial Statements, approval of any significant changes in accounting policies or practices
and ensuring maintenance of appropriate internal control and risk management systems;
• 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 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;
• Dividend policy, including annual review of the dividend policy and declaration of the interim dividend and recommendation of the
final dividend;
• Review of the Group’s overall corporate governance arrangements;
• 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.
94
Glanbia plc | Annual Report and Financial Statements 2024
Corporate Governance Report continued
Board Leadership and Company Purpose continued
Key Board activities
The Board is responsible for promoting the long-term sustainable success of the Group to generate value for its shareholders 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.
Key Board Considerations
Strategy and performance
• The Board had a strong focus on shareholder value creation and returns.
• The Board sets and reviews the Group’s strategic direction through a
programme of work which includes dedicated strategy days.
• In August 2024, the Board reiterated full year guidance of 5% to 8%
growth in adjusted EPS. This guidance was also reiterated in the Q3 IMS.
• The Board approved a group wide transformation programme to drive
efficiencies across the new operating model and support the next phase
of growth through three focused divisions: Performance Nutrition,
Health & Nutrition and Dairy Nutrition. The new operating model is
designed to further simplify the business, increase focus on high growth
end use markets and provide greater insight into Glanbia’s value drivers
and growth opportunities.
Further details
are available on
pages 12-17.
M&A activity
• The Board considered, approved and completed the acquisition of
the business of flavours platform, Flavor Producers, in April 2024.
The acquisition is consistent with the Group’s strategy of acquiring
complementary businesses to grow its Better Nutrition business.
• As part of a portfolio review, the Group evaluated the role of the Body & Fit
and SlimFast brands. A decision to exit Body & Fit was made by the Board
prior to year end and it was classified as held for sale. The decision to exit
the SlimFast brand was made by the Board subsequent to year end.
• The Development Committee and the Board continue to review the
Group’s portfolio and the M&A market and provides regular updates
on potential acquisition opportunities.
Further details
are available on
pages 35 and 94.
Change in US joint venture
commercial arrangements
• On 16 August 2023, the Group announced that it had amended the
commercial arrangements associated with its US joint venture. Under
the new commercial terms, the Group recognises 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 came into effect for FY 2024 and it impacts the recognition and
presentation of revenues and cost of sales for the 2024 financial year.
Further details
are available on
page 34.
Share buyback programmes
• In February 2024, the Group announced a share buyback programme of
€100 million and the first tranche of €50 million was completed in June
2024. The second tranche of €50 million was completed in December
2024.
• In November 2024, the Group announced an additional €50 million
buyback programme which commenced on 16 December 2024.
Further details
are available
in Note 23 to
the Financial
Statements.
Board size
and composition
• Patrick Murphy and Brendan Hayes retired from the Board on 1 May 2024
and 31 May 2024 respectively.
• Gerard O’Brien and Tom Phelan were appointed to the Board as Society-
nominated Directors on 1 June 2024.
• Paul Duffy and Kimberly Underhill joined the Nomination and
Governance Committee on 1 May 2024.
Further details
are available on
pages 80-81.
Sustainability
strategy
• In December 2024, the Board approved an accelerated ambition for
Scope 3 decarbonisation. The revised targets were developed to meet
the latest sector-specific guidance from the Science Based Targets
initiative (“SBTi”).
• The Board continued to progress the Group’s sustainability agenda
including the effective management of the evolving regulatory
environment globally.
Further details
are available on
pages 42-63.
Culture
• The Board continues to set the culture and values of the Group and
views these as integral to everything it does.
• The Board oversaw the rollout of our annual employee engagement
survey which saw 82% participation.
• The Board approved the outcomes of a project to review and establish
new cultural values to align with the organisation we have become
today, which launched in June 2024.
• The Board reviewed gender pay gap progress as part of annual
reporting in this area.
Further details
are available on
page 24-25.
95
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
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 placed an increased emphasis on employee engagement,
awareness and impact, and numerous events were held by our ERGs
throughout the year in this regard.
Further details
are available on
page 58.
Capital investment
• Glanbia’s total investment in capital expenditure (tangible and intangible
assets) was $87.1 million (2023: $74.2 million). Strategic investment
totalled $58.4 million and included ongoing capacity enhancement,
business integrations and IT investments to drive further efficiencies in
operations.
Further details
are available on
page 38.
Financial
• The Board approved the Group budget, the financial strategy of the
business, the half and full year results announcements and interim
management statements.
• Following a formal tender process, the Board approved the appointment
of EY as the Group’s statutory auditor effective FY 2026, subject to
approval as an advisory non-binding resolution at the 2026 AGM.
Further details
are available on
pages 34-39.
Risk management and
internal controls
• The Board reviewed the Group’s principal risks and considered emerging
risks which could impact the Group’s strategy.
• The Board received regular updates on health and safety, IT security
and updates from the Audit Committee on the critical areas of risk.
• Ongoing cybersecurity awareness continued through regular IT
awareness communications, information security training and other
initiatives to keep employees updated on new and emerging IT threats.
See page 72.
• The Board reviewed the Group’s compliance training completion rate.
Further details
are available on
page 64-77.
Dividend payments
• The Board is recommending a final dividend of 23.33 €cent per share
(FY 2023: 21.21 €cent per share) which brings the total dividend for the
year to 38.97 €cent per share, representing an increase of 10% for the
prior year. The final dividend will be paid on 2 May 2025 to shareholders
on the register of members as at 21 March 2025. This reflects our
continued strong performance and our commitment to a progressive
dividend policy.
Further details
are available on
pages 38 and 141.
Operational visits
• It has been the Board’s practice to hold a number of site visits at some of
our key 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 and future plans.
• In June 2024 the Board met in Chicago, Illinois, US which provided
an opportunity to meet with local employees, develop a deeper
understanding of the Group’s customers and the US market.
Further details
are available on
page 98.
Digital innovation
• The Board receives regular updates from the Group’s Chief Digital &
Transformation Officer to remain informed of the digital solutions being
developed by teams across Glanbia. Understanding the opportunities
and challenges of digitisation will help the Board continue to assess the
Group’s approach in this area and strengthen its oversights of digital
engagement and skills.
Further details
are available on
page 95.
Governance
• The Board received recommendations from the Group’s principal
Committees on key policies and matters reviewed in depth by these
Committees for Board decision.
• The Board reviewed and updated its matters reserved for the Board
together with the terms of reference for each of the Group’s principal
Committees.
• The Board considered recent developments in corporate governance
best practice, particularly changes to the UK Corporate Governance
Code and the introduction of the Irish Corporate Governance Code
to ensure the Group is in a position to ensure compliance with the
applicable guidance.
Further details
are available on
pages 80-103.
Employee benefits
• The Group introduced enhanced leave policies to support and prioritise
the wellbeing of our employees.
Further details
are available on
pages 59 and 75.
Board review
• In line with our agreed triennial cycle, an internal Board review was
conducted in 2024, following the externally-facilitated 2023 review.
The review covered agreed areas of focus which were identified in
the 2023 review.
Further details
are available on
pages 99 and 101.
96
Glanbia plc | Annual Report and Financial Statements 2024
Corporate Governance Report continued
Corporate governance framework
A description of the Governance Framework as at 4 January 2025 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.
Experience and skills of the Non-Executive Directors
The below matrix sets out the expertise of the Non-Executive Directors, mapped to the specific skills required of the Board to support
the Group’s long-term success.
Food and
beverage
industry
Leadership
and
management
Finance
Strategic
planning
Brand
experience
Change
management
Corporate
transactions
Corporate
governance
International
business
development Sustainability
Donard Gaynor
Róisín Brennan
Paul Duffy
Ilona Haaijer
Jane Lodge
John G Murphy
Gerard O’Brien
Dan O’Connor
Gabriella Parisse
Tom Phelan
Kimberly Underhill
Group Operating Executive
This Group is comprised of the two Executive Directors, the CEO of Glanbia
Performance Nutrition Americas, the CEO of Glanbia Performance
Nutrition International, the CEO of Glanbia Nutritionals, the Chief Digital &
Transformation Officer, 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 strategic 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.
CEO
Board
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.
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. The Committee also
reviews and monitors the
Group’s Diversity, Equity and
Inclusion policy and strategy.
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.
Sustainability
Committee
Key activities: oversight of
the Group’s environmental
sustainability programme
and strategy, monitors
progress against key
performance indicators
and external index results,
overseeing progress on
environmental sustainability
commitments and targets.
Development
Committee
Key activities: assist the
Board in assessing new
corporate development
opportunities.
Group management
97
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
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
open debate between Executive and Non-Executive Directors
and promotes the highest standards of corporate governance.
• 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.
Non-Executive Directors
• Provide independent insight and support to the Group
Chairman in instilling the appropriate culture, values and
behaviours in the Group.
• 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 ensure that there
are robust financial controls and systems of risk management.
• Determine and agree the framework and policy for Executive
remuneration.
• Oversee Board 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 the Board and Non-Executive
Directors.
• Provides support and guidance to the Board and the Group
Chairman, and acts as an intermediary for Non-Executive Directors.
• Manages the publication of results and investor engagement.
Composition
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 flow 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 effectively. Board
papers are published typically seven days prior to each
meeting to ensure the Board has sufficient time to review and
consider the papers 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 the business segment
CEOs 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, Nomination and
Governance, Remuneration, Sustainability 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, with the
option for Directors to attend remotely by exception. In the
event that a Director is unable to attend a meeting, they are
given an opportunity to make their views known to the Group
Chairman or the Chief Executive Officer prior to the meeting.
In addition to formal meetings, the Group Chairman and Chief
Executive Officer maintain regular contact with all Directors.
The Group Chairman also holds informal meetings or calls with
Non-Executive Directors, without any of the Executives being
present, to discuss issues affecting the Group, as appropriate.
All Directors have access to the Group Secretary and Head of
Investor Relations, who is responsible for advising the Board on
all governance matters.
98
Glanbia plc | Annual Report and Financial Statements 2024
Corporate Governance Report continued
Composition, succession and review
Board structure
The Board, who bring experience from a diverse range of
industries, including 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.
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. As at 4 January 2025,
females represented over 62% 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 116 to 119.
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.
Gerard O’Brien and Tom Phelan joined the Board on 1 June 2024
and received an extensive and thorough induction involving one-
to-one meetings with the Group Chairman, the Chief Executive
Officer, 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 2024, Gerard and Tom met with each member of the
Group Operating Executive team as part of their induction
process, visited a number of the Group’s manufacturing plants in
the US and met with US based management within GPN and GN.
Governance in action
Board visits
In June 2024, the Board visited Chicago, Illinois. During
the visit, the Directors met with management from
a number of Glanbia sites as well as employees from
various Business Units. The Board also received tours
at a number of retail stores offering Glanbia products,
including Costco and Walmart. These visits provide
an important opportunity for the Board to meet with
customers, management teams and the wider workforce
and to gain a deeper understanding of key operations.
During these visits, the Board focused on several key
issues, including strategic objectives and progress
against them, employee engagement, culture and safety.
Overall, these visits provide real insight into the culture
and operation of the business and valuable opportunity
for the Board to engage with the businesses, see
first-hand the Group’s operations, gain a deeper
understanding of their operations, opportunities and
challenges. The insights gained assist in informing the
Board’s wider decision making and ensure that the Group
continues to support the growth and success of the
businesses within it. Opportunities to visit our operations
globally are important 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.
99
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
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
such as risk management and strategy. 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.
The Group Secretary and Head of Investor Relations in
conjunction with Glanbia’s advisers, monitor legal and
governance developments. 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.
Directors are also invited to identify areas in which they would
like additional information or training, following which the Group
Secretary and Head of Investor Relations will arrange for the
necessary resources to be put in place. In 2024, a number of
the Board received a number of specialist briefings including
on the topic of artificial intelligence and its implications for the
Group which was delivered by a leading technology consulting
firm and an in-depth overview on current US consumer trends,
facilitated by a leading consumer research agency. 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.
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 its holding was reduced
below 30%. In accordance with the then Listing Rules of Euronext
Dublin and 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 the then Euronext Dublin and
FCA Listing Rules (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 shared services including IT 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 pages 118-119.
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. The Group also has a conflicts of interest
policy in place to assist with effectively identifying, disclosing
and managing any actual, potential or perceived conflicts of
interest that may arise.
Board effectiveness 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 facilitated internally in line with
our agreed three-year performance review cycle. The review
focused on assessing the outcomes and actions from the 2023
independent external review by Board Excellence. In addition
to evaluating the progress on these recommendations, the
Board and its Committees discussed their 2024 performance.
Concluding that they were operating effectively, they agreed on
new focus areas for 2025.
Review process
The process that was followed for the 2024 review and
the conclusions of the review are set out on page 101.
100 Glanbia plc | Annual Report and Financial Statements 2024
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 (“SID”). In 2024 the Board
conducted a review of the Group 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
Each of the Directors is subject to annual re-election by
shareholders. Accordingly, each of the Directors, excluding Dan
O’Connor, who will retire at the conclusion of the 2025 AGM, will
seek election or re-election at the 2025 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 4 January 2025
The following tables set out the information required to be disclosed under Provision 23 of the Code and FCA Listing Rule 6.6.6(10) as
set out in Annex 1 to UK LR 6, as at 4 January 2025. 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%. Composition of the board, its diversity
and the diversity of the Group as a whole is kept under close review.
Gender identity
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
Men
8
62%
3
5
62%
Women
5
38%
1
3
38%
Not specified/prefer not to say
–
–
–
–
–
Ethnic background
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
White British or other White (including minority-white groups)
13
100%
4
7
88%
Mixed/Multiple Ethnic Groups
–
–
–
–
–
Asian/Asian British
–
–
–
1
12%
Black/African/Caribbean/Black British
–
–
–
–
–
Other ethnic group, including Arab
–
–
–
–
–
Not specified/prefer not to say
–
–
–
–
–
Corporate Governance Report continued
Composition, succession and review continued
101
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
Findings
The review found that good progress had been made
against the findings of the external review completed
in December 2023. In particular, the review noted the
effectiveness of the strengthened approach to strategic
planning and collaboration with the Group Operating
Executive. Refinement of Board materials was also
highlighted as an area of improvement.
The review found that the Board is operating to very
high standards. A particular strength of the Board lies in
its composition of high-calibre individuals, who bring a
diverse range of experiences to the Group and who are
actively engaged with the business. Communications
within the Board and between the Independent Non-
Executive Directors and the Group Operating Executive
are open and constructive. 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 2025.
A review of the performance and effectiveness of each of
the Board’s Committees was also undertaken, 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’s effectiveness, governance and performance.
Following the presentation of the evaluation report, the
Board identified the following areas of focus for 2025:
• Execution of the Group’s strategy including overseeing
the implementation of the revised operating model
and Group-wide transformation programme;
• Succession planning and talent development to
ensure seamless transition of key roles and continued
development of our talent pipeline; and
• Continued focus on risk management and risk
mitigation.
In 2025, an internal review facilitated by the Group
Chairman will be conducted, focusing on progress
against the key objectives identified following the
2024 review.
Scope
The Group Chairman, Group Secretary
and Head of Investor Relations agreed
the scope and process of the review
would be to (i) explore the progress
made on the findings from the
externally facilitated review completed
in December 2023; and to (ii) conduct
a broader review of Board and
Committee performance in line with
the requirements of the Code.
Questionnaire
All Board members, the Group
Operating Executive, and the Group
Secretary and Head of
Investor Relations were requested
to complete an online confidential
questionnaire. All responses were
anonymised.
Independent
Non-
Executive
Director
meetings
The Group Chairman held a meeting
with each Independent Non-Executive
Director to complete the review of their
performance and to explore in more
detail any concerns or feedback.
Analysis
Questionnaires were reviewed by
the Group Chairman, the Senior
Independent Director (“SID”) and the
Group Secretary and Head of
Investor Relations, followed by the
preparation of a report highlighting
progress against the FY 2024 focus
areas.
Executive
Director
& Chair
review
The Group Chairman held a private
meeting with the Non-Executive
Directors only, to consider the
Executive Directors’ performance
during the year. The SID led the
evaluation of the Group Chairman and
held a private meeting with the Non-
Executive Directors to consider his
performance during the year.
Report
The final report was shared with the
Board in advance of the December
2024 board meeting, at which the
report was discussed and 2025 focus
areas were identified.
Board review model
102 Glanbia plc | Annual Report and Financial Statements 2024
Corporate Governance Report continued
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 64 to 77.
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 77.
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 pages 67-68.
Long-term viability statement
In accordance with the Code and Listing Rule 6.6.6R(3) of the
FCA Listing Rules and Euronext Dublin Listing Rule 6.1.11(1), 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
2027, 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 68 to 69.
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 68 to 69.
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 106 to 107.
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 154.
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 the Remuneration Policy and the
work of the Remuneration Committee can be obtained
in the Remuneration Report.
103
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
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 2024 the Group was subject to the Codes. Our Corporate
Governance Statement can be found on page 83.
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 and the Irish Corporate
Governance Code, 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, Nomination and Governance, Remuneration and
Sustainability 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 77. 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.
UK Corporate Governance Code
pages
Board Leadership and Company Purpose
82-96
Division of Responsibilities
97
Composition Succession and Review
97-101
Audit Risk and Internal Controls
102, 104-111
Remuneration
120-139
Irish Corporate Governance Annex
pages
Board Composition
97-101
Board Appointments
97-101
Board Review
101
Board Election or Re-election
100, 140
Audit Committee
104-111
Remuneration
120-139
Section 1373 Companies Act 2014
pages
Applicable Codes
83
Departures from the Codes
83
Risk Management and Internal Control
64-77
Takeover Regulations
142
Shareholder Information
245-248
Board and Committees
80-139
104 Glanbia plc | Annual Report and Financial Statements 2024
Audit Committee Report
Paul Duffy
Audit Committee Chair
Committee members and Committee tenure
Appointed to
the Committee
Number of full
years on the
Committee
P Duffy (Chair)
17 Jun 21
3
J Lodge
20 Jan 21
4
I Haaijer
17 Aug 22
2
K Underhill
17 Aug 22
2
See pages 84-85 for more information on current Audit Committee members.
Maintaining effective
internal control and
risk oversight
Terms of reference
The full terms of reference of the Audit
Committee, which were reviewed and
updated during the year, 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 and other formal
announcements relating to the Group’s
financial performance.
Reviewing and reporting to the Board
the significant financial reporting issues
and judgements applied 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 on whether the
Annual Report and Financial Statements,
taken as a whole, is fair, balanced and
understandable.
Assisting the Board in monitoring and
reviewing the effectiveness of the Group’s
risk management and internal control
framework and assessing the emerging
and principal risks facing the Group.
Reviewing specialist reports to identify
issues that may have a material impact
to the Group, monitoring key IT and
cyber security initiatives and overseeing
the Group’s compliance to relevant
sustainability 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.
Reviewing the effectiveness of the
statutory audit process, taking into
consideration relevant regulatory
requirements.
Reviewing and monitoring the statutory
auditor’s independence and objectivity
and implementing the Group Auditor
Relationship and Independence Policy.
Conducting the audit tender process and
making recommendations to the Board
about the appointment, re-appointment
and removal of the Group’s statutory
auditor.
Approving the statutory auditor’s terms
of engagement and remuneration.
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.
Allocation of time
Risk management and internal controls
Financial and corporate governance activities
Audit tender process
Statutory audit
Internal audit
Other
105
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
Dear Shareholder,
As Chair of the Audit Committee, I am
pleased to present the Committee’s
report for the year ended 4 January
2025. This report provides an overview
of the Committee’s principal activities
during the year, our role in maintaining
the integrity of the Group’s published
financial information, an update on
the audit tender process conducted
during the year and our priorities for the
upcoming year.
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
106 to 110.
The Audit Committee also supports
the Board in monitoring and reviewing
the effectiveness of the Group’s risk
management and internal control
framework and for ensuring a robust
assessment of the emerging and
principal risks. Together with the
Board, the Audit Committee closely
monitors 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 continued to be affected by
macroeconomic volatility and persistent
geopolitical uncertainty.
The Audit Committee, together with
management, assessed the Group’s
approach to identifying and assessing
climate-related risks and opportunities
and confirmed that it aligns with the
recommendations of the TCFD as
detailed on pages 46 to 52. The Audit
Committee also reviewed the impact of
climate-related matters on the Group’s
accounting judgements, disclosures
and financial statements, as outlined in
Note 2, and found them to be consistent
with our TCFD disclosures. The Audit
Committee continues to actively oversee
the regulatory environment to ensure
the Group provides stakeholders with
consistent, comparable and reliable
reporting information on ESG matters.
This includes overseeing and monitoring
the Group’s preparation to comply
with the Corporate Sustainability
Reporting Directive (“CSRD”) reporting
requirements which will become
applicable to Glanbia in financial year
(“FY”) 2025.
Engagement
In fulfilling its key oversight responsibilities,
the Audit Committee engaged regularly
with management, Group Internal Audit
(“GIA”) and the statutory auditor to
ensure the consistent provision of timely
and accurate information. Details of our
engagement with the GIA function and the
statutory auditor, including how the Audit
Committee has reviewed and monitored
the external auditor’s independence,
objectivity and effectiveness, as well as
the appropriateness of the provision of
non-audit services to the Group in line
with the Group Auditor Relationship and
Independence Policy, can be found on
pages 108 to 110.
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 update
As highlighted in last year’s Audit
Committee report, in compliance with
the regulations mandating public interest
entities (“PIEs”) to tender their audits
every ten years, the Board commenced
an audit tender process in 2024 to select
the Group’s next statutory auditor
effective FY 2026. This proactive step to
undertake the tender process in 2024
allows adequate preparation time for
an effective transition and helps ensure
cooling-in period requirements are
adhered to. Full details of the tender
process and timeline are provided on
pages 110 to 111.
I oversaw the tender process on behalf of
the Audit Committee and ensured that
it was conducted in a fair and objective
manner. I met with both tender participant
audit firms and multiple meetings took
place between the tender participants
and senior management across the Group.
Audit quality, the participant teams’
credentials, experience and performance
in the tender process and the service
approach were all key factors in the
selection of the successful participant.
Ultimately, the Audit Committee
recommended EY as the Group’s
statutory auditor to the Board, which it
has approved. Subject to approval at the
2026 AGM, EY will be appointed as our
new statutory auditor commencing from
4 January 2026.
Priorities for 2025
The Audit Committee’s key priorities for
2025 remain largely aligned with 2024
and 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 the impairment
methodology, inputs, assumptions,
sensitivity analysis and results;
• ensuring the Group’s transformation
programme is effectively managed
and that the effectiveness of the
Group’s internal control and risk
management procedures are
maintained;
• overseeing the effective
implementation of the new financial
consolidation technology;
• overseeing preparations to report
under CSRD through effective
oversight of established processes;
• monitoring the Group’s principal risks
and uncertainties including potential
negative ripple effects of continued
macroeconomic uncertainties, persistent
geopolitical tensions and rapidly
accelerating technological changes;
• 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;
• evaluating and analysing the
impacts of the revised UK Corporate
Governance Code (“the Code”) and
the new Irish Corporate Governance
Code, effective from FY 2025 and
overseeing the preparatory work to
ensure compliance with Provision 29 of
the Code, effective from FY 2026;
• ensuring EY effectively shadow Deloitte’s
FY 2025 year end audit process;
• overseeing GIA’s compliance to the
new Global Internal Audit Standards
effective from FY 2025; 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
In 2024, the terms of reference for the
Audit Committee were reviewed and
updated. 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.
On behalf of the Audit Committee,
Paul Duffy
Audit Committee Chair
106 Glanbia plc | Annual Report and Financial Statements 2024
Audit Committee Report continued
Governance
Committee membership
The Audit Committee was in place
throughout 2024. 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 84 to 85
and page 96.
Meetings
The Audit Committee meets 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
2025 to review the findings from the
audit of the 2024 Financial Statements.
The Group Chief Audit Executive 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 104.
The Audit Committee met seven times
during the year ended 4 January 2025.
The Chief Executive Officer, Chief
Financial Officer, Group Secretary
and Head of Investor Relations, Group
Chief Audit Executive, 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 as
are individuals with specialist technical
knowledge when required to provide a
deeper insight on agenda items related
to the Group’s principal risks.
In line with the prior year, a joint
Sustainability Committee and Audit
Committee session was held in January
2025 focussed on current and future
sustainability reporting obligations, the
Group’s Double Materiality Assessment
(“DMA”) process; sustainability; food
safety and quality; and health and safety
performance and risk updates.
Audit Committee key activities
Financial reporting and significant
financial judgements
As part of the Audit Committee’s role,
the Committee reviewed 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;
• the appropriateness of the change
in income statement format and
the recognition and presentation
of revenue and cost of sales as a
result of the change in commercial
arrangements between the Group and
its US joint venture as disclosed in Note
2 to the Financial Statements;
• compliance with financial reporting
standards and corporate governance
requirements including compliance
with climate-related disclosures; and
• significant areas in which estimation
or judgement had been applied in
the preparation of the Financial
Statements including the definition of
Cash Generating Units (“CGUs”).
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, the
owners of the business and its report can
be found on pages 157 to 167.
As outlined in our accounting policies
on page 175, 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
2023 and 2024 and the Audit Committee
is satisfied that this is appropriate and
consistent with the Group’s policy in this
area. The table on page 109 sets out
the 2024 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 2024 Annual
Report and Financial Statements and the
half-year results and were satisfied with
the adequacy of the disclosures.
Geopolitical risk
The Audit Committee supported the
Board in closely monitoring the risks
associated with persistent geopolitical
uncertainty. Any further escalations,
economic sanctions or trade rulings due
to geopolitical tensions could impact the
growth objectives of the Group. These
include the ongoing conflict in the Middle
East; Russia’s invasion of Ukraine; and
tensions between the US and China which
have the potential to evolve into more
widespread economic or armed conflict
in the South China Sea and/or Taiwan.
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
and the Board will also closely monitor
the potential impact of geoeconomic
fragmentation resulting from global
election outcomes. The impact of the
above on the Group’s principal risks
is discussed in the Risk Management
Report on pages 64 to 77.
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
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
107
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
2024 Annual Report to ensure that
the criteria of fair, balanced and
understandable have been achieved;
• together with the Sustainability
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, understandable and
provides the information necessary for
shareholders to assess the Group and
the Company position, performance,
business model and strategy.
Regulators and our financial reporting
As in prior years, during the year, the
Group received various correspondence
from the Irish Auditing and Accounting
Supervisory Authority (“IAASA”) in
respect of the Group’s Annual Report
and Financial Statements for the year
ended 30 December 2023 and the half
year results ended 29 June 2024, outlining
a number of areas on which it required
further information. The Company
provided the necessary information
requested and IAASA acknowledged the
cooperation received from the Directors
and management in responding to the
queries raised.
UK and Irish corporate governance
During the year, the Audit Committee
received presentations from the statutory
auditor and GIA on the key updates and
the potential impact of the revised UK
Corporate Governance Code and the new
Irish Corporate Governance Code on the
Group. Although applicable changes will
not affect the Group until FY 2025 and FY
2026 reporting, the Group has evaluated
their impact, with a principal focus
on monitoring our controls to ensure
effective compliance.
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 67 to 69. 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
2024 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 68 to 69.
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 GIA 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 64 to 77 sets out the detailed
steps in the process and the Group’s
principal risks. The Audit Committee’s risk
management focus during 2024 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 70
to 77;
• continued focus on developing a
detailed understanding of the risks
within each of the core functions,
our improvement opportunities and
areas of emerging risk exacerbated
by the macroeconomic volatility and
persistent geopolitical uncertainty;
• reviewing and approving the half-year
and year-end risk reports, including
cyber security IT risk updates;
• receiving risk presentations from a
number of Group functional leads,
including Group Tax on the Group’s
approach to ensuring compliance
with evolving taxation legislation,
including the Pillar II requirements.
The Committee also received a
presentation from PwC on the
effectiveness of the Group’s operation
of its contract services model
and broader regulatory taxation
developments. The Audit Committee
Chair updated the Board on its
functional lead discussions on each
occasion;
• reviewing the disclosures on 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 46 to 52;
• received an update on health and safety
incidents that occurred during the year,
including in the Group’s joint venture,
and the corrective actions taken;
• 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 46 to 57 and accounting policy
Note 2 to the Financial Statements.
The Audit Committee was provided
with an update on the legislative
and external reporting requirements
including double materiality and
climate-related risk disclosures;
• reviewing and assessing the Group’s
change in US joint venture commercial
arrangements, which impacted the
recognition and presentation of
revenues and cost of sales from 2024;
• receiving updates from Group Finance
on progress with the implementation
of the Group’s new consolidation tool,
which became effective from FY 2025;
• a consideration of the detailed
Business Unit performance updates
on Group investments and the
impairment review methodology and
outcomes outlined in Note 16 to the
Financial Statements;
• receiving updates from management
and the statutory auditor on
developments with regard to the
revised UK Corporate Governance
Code and new Irish Corporate
Governance Code;
• receiving updates from the Group Chief
Audit Executive outlining areas of non-
compliance with Group policies and
control deficiencies identified during
the year and management actions to
address the weaknesses noted;
• assessing the Group’s risk
management and internal control
systems in line with the FRC 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.
108 Glanbia plc | Annual Report and Financial Statements 2024
Audit Committee Report continued
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 Chief Audit
Executive makes the necessary
arrangements to complement the in-
house team;
• reviewed the GIA 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 Chief Audit Executive 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
the GIA function performs its work in
accordance with its Charter; and
• received an update on the results of GIA’s
internal quality assessment, prepared
as part of the QAIP with no material
issues arising. The next external quality
assessment of the GIA function is not
due until 2027, which will be under the
new Global Internal Audit Standards
(“Standards”).
The Institute of Internal Auditors released
the Standards on 9 January 2024 which
became effective on 9 January 2025.
The Audit Committee received an update
on the internal readiness assessment,
prepared by GIA, and related actions
to implement the Standards, including
updating the internal audit charter,
manual, methodologies, strategy and
related performance objectives. Training
on the effective implementation of the
Standards was performed across the
internal audit team. Discussions were
also held with the Audit Committee and
senior management regarding their
responsibilities and essential conditions
under the Standards, as well as how they
can collaborate to maintain an effective
internal audit function.
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 Chief Audit Executive 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 risks. 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 effective 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 is available on the Company’s
website www.glanbia.com and on the
Group’s intranet. The Audit Committee
receives regular 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. The Group’s Anti-Bribery &
Corruption Policy and Code of Conduct
were refreshed during the year to ensure
they remain relevant. The updated
policies will be communicated to all Group
employees and will also be available on
the Company’s website. The Group also
launched harassment prevention training
and continued to implement code of
conduct training to all employees to help
ensure we continue to do business in a
responsible manner.
Management, with the support of GIA,
has continued to enhance the existing
fraud risk management policies and
processes, to ensure a robust fraud
prevention programme is implemented
across the Group. During the year a fraud
risk assessment was completed and
approved by the Audit Committee.
The Audit Committee concluded, and
confirmed to the Board, that it was
satisfied 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.
109
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
2024 significant financial reporting judgements and disclosures
The areas considered and the actions taken by the Audit Committee in relation to the 2024 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
definition of CGUs and
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 prepared by the Group’s third party specialist advisor, KPMG,
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 CGUs and is satisfied that the 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, 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 uncertainty,
macroeconomic volatility and climate change on the Group’s businesses and valuation assumptions;
• Following the completion of a portfolio review, it was determined that the assets and liabilities of the
Benelux DTC online branded business (Body & Fit Sportsnutrition B.V.) were non-core and a decision was
made to divest these assets, resulting in their designation as held-for-sale at year end. This resulted in
an impairment charge of $46.0 million recognised during the year; and
• As part of the Committee’s consideration of the impairment of assets in accordance with IAS 36, it
reviewed the non-cash impairment charge of $91.4 million recognised during the year in respect of the
SlimFast Americas CGU. The Committee agreed with this impairment charge as it reflects continuing
challenges in the weight management category which have impacted the brand’s performance. A
decision to exit the SlimFast brand was made by the Board of Directors subsequent to the year end.
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 2024 are included in Note 6
to the Financial Statements; and
• The Committee reviewed the assets and liabilities held for sale which relate to fair value adjustments to
reduce the carrying value of the Benelux DTC online branded business (Body & Fit Sportsnutrition B.V.)
assets to recoverable value. The Committee is satisfied that following the completion of a portfolio review,
these assets and liabilities are correctly determined to be non-core and a Board decision was made to
divest of them, resulting in the correct designation as held-for-sale at year end.
Revenue recognition
Revenue recognition is
a risk given the inherent
complexity of IFRS 15
accounting requirements,
the nature of some
customer relationships and
the adjustments recorded
to ensure that the basis of
year-end rebate provisions
are appropriate.
• The Audit Committee considered in detail the changes to the commercial arrangements associated with
the Group’s joint venture partner, which impact the recognition and presentation of revenues and cost of
sales during the year and in subsequent years;
• 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; and
• 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.
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.
110 Glanbia plc | Annual Report and Financial Statements 2024
Audit Committee Report continued
Review of statutory auditor
The Audit Committee reviews and
monitors the statutory auditor’s
independence and objectivity, the
provision of non-audit services and
the effectiveness of the external audit
process. During the year, the Audit
Committee reviewed the approach and
scope of the annual audit work to be
undertaken by Deloitte Ireland LLP, 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:
• Accounting and Regulatory updates
(e.g., IAASA, FRC and IFRS technical
updates) and commentary including the
investor and regulator expectations of
corporate reporting; and
• Update on International Tax Reform -
Pillar II.
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 2023
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.
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 2024, 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 of the
Audit Committee meetings in 2024 and
to date in 2025 with the exception of the
Audit Committee meeting held in 2024
to assess the audit tender participants;
• 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.
Audit tender process
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 in accordance with the regulatory
requirements for PIEs. 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. As disclosed in last
year’s Audit Committee Report, an audit
tender process commenced in 2024 to
help facilitate an appropriate transition
process and to ensure that the incoming
statutory auditor complies with the relevant
independence requirements.
The audit tender process was conducted
in accordance with the FRC’s Audit
Committees and the External Audit:
Minimum Standard and guided by the FRC’s
2017 guidelines, Audit Tenders: Notes on Best
Practice. The Audit Committee Chairman
led and oversaw the audit tender process,
with operational matters being delegated
to the audit tender project managers
under the guidance of the Group CFO. All
members of the Audit Committee were also
involved throughout the tender process.
A number of audit firms were considered
for participation in the audit tender
process. While audit firms outside of the
Big Four were considered, on balance,
the Committee did not believe that their
expertise and geographic presence
would enable them to deliver a global
audit to meet the Group’s needs. Deloitte
and PwC were also precluded from the
audit tender process for independence
reasons. As a result, two firms – KPMG and
EY – participated in the tender process,
following the approval of this approach by
the Audit Committee and the Board.
Ultimately, the Audit Committee
recommended to the Board that EY be
appointed as the Group’s next statutory
auditor from FY 2026. The Board
accepted this recommendation and
appointed EY as the statutory auditor
for the year commencing 4 January 2026
with effect from the conclusion of the
AGM in 2026. This appointment will be put
to shareholders in 2026 as a non-binding
resolution for their approval at the AGM.
A detailed auditor transition plan will be
agreed between Glanbia, Deloitte and
EY, details of which will be disclosed in our
2025 Audit Committee Report.
111
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
Audit tender process timeline
March to August 2024
The Audit Committee announced its intention to initiate a tender process in the 2023 Audit Committee Report. To facilitate
the process, a project team was established, led by the Audit Committee Chairman, and consisting of the Group CFO,
Group Financial Controller and Group Chief Audit Executive. Under the guidance of the Audit Committee Chairman and the
Group CFO, operational matters were delegated to the Group Financial Controller and Group Chief Audit Executive, such as
managing the day-to day tender process, including coordinating logistics, acting as direct contacts for tender participants
and handling administrative tasks. The Audit Committee reviewed and approved the evaluation criteria to be used as part of
the tender process.
The project team reviewed the request for information (“RFI”) and request for proposal (“RFP”) documentation. The RFI
requested key information from tender participants to assess how well their capabilities align with Glanbia plc requirements
and to gain insights into their audit approach, including the availability of specialist audit resources in each of the key
locations in which the Group operates.
Based on the responses received, the RFP letters and supporting documents were issued to both tender participants
including items such as scope, assessment criteria and timing. The Group Financial Controller and the Group Chief Audit
Executive met with both tender participants to provide an overview of the tender process. During these meetings, key
evaluation criteria, including audit quality, lead partners’ experience, industry knowledge, geographic reach, specialist
resources, fees and audit team composition in terms of experience, diversity and seniority were communicated.
The Audit Committee was kept updated on progress with the tender including both tender participant’s affirmation of their
ability to become independent by the required dates.
September to November 2024
As part of the tender process, the Group CFO, along with the heads of key Group functions (Group Finance, Group Secretariat,
Group ESG, Group IT and Shared Services, Group Treasury and Group Tax) together with the GN and GPN finance management
teams, met the tender participants. During these meetings, the Group provided an overview of the business, outlined key
functions’ roles and responsibilities, set expectations and highlighted critical areas relevant to the audit. These presentations were
conducted at sites in Ireland and the US and included production and research and development facility tours. This provided the
tender participants with valuable insights into the Group’s business and operations while also allowing the Group to assess their
capabilities. Both participants received the same information and had equal opportunities to meet with key personnel, ensuring a
transparent and fair process.
One-to-one meetings were held between the Audit Committee Chair and each tender participant audit firm to ensure their
clear understanding of the Audit Committee’s expectations for the incumbent statutory auditor.
Following these meetings, formal written proposals were received and assessed against our evaluation criteria.
The Audit Committee received updates on the status of the tender process throughout this period, including an overview of
the site visits and management meetings held.
December 2024
The project team reviewed the deliverables received from both participant firms and prepared a summary presentation to
the Audit Committee in advance of the Committee receiving direct presentations from each participant firm.
In December 2024, both tender participants presented to the Audit Committee in person. The presentations were also
attended by the Group Chairman, Senior Independent Director, Group CEO, Group CFO, Group Secretary and Head of
Investor Relations, Group Financial Controller and Group Chief Audit Executive.
The Audit Committee then considered the audit firms based on critical success factors such as experience, competence and
audit quality, including the ability to appropriately challenge management on technical issues. While the Audit Committee
were of the opinion that both audit firms were capable of delivering a high-quality audit for Glanbia, following careful
deliberation, the Audit Committee identified EY as the preferred statutory auditor recognising their mix of quality, skills and
experience that aligns with the Group’s needs.
112 Glanbia plc | Annual Report and Financial Statements 2024
Sustainability Committee Report
Dan O’Connor
Sustainability Committee Chair
Committee members and Committee tenure
Appointed to
the Committee
Number of full
years on the
Committee
D O’Connor (Chair)
1 Sep 22
2
D Gaynor
17 Jun 21
3
I Haaijer
1 Sep 22
2
J G Murphy
17 Jun 21
3
M Garvey
30 Dec 23
1
See pages 82-86 for more information on current
Sustainability Committee members.
Integrating
sustainability across
Glanbia
Key responsibilities
Assisting the Board in defining and
regularly reviewing the strategy of the
Group relating to environmental and
sustainability 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 environmental and
sustainability matters, ensuring they
remain effective and up to date and
consistent with good industry practice.
Providing oversight of the Group’s
management of environmental and
sustainability matters and compliance
with relevant legal and regulatory
requirements, including applicable rules
and principles of corporate governance,
and recognised international standards.
Monitoring and reviewing current
and emerging environmental and
sustainability trends, potential risks,
relevant international standards and
legislative requirements, and identifying
how these are likely to impact on the
strategy, operations, and reputation of
the Group; and determining whether
and how these are incorporated into
or reflected in the Group’s policies and
objectives.
Reviewing the quality and integrity
of internal and external reporting of
Environmental, Social and Governance
(“ESG”) matters and performance, with
input to be obtained from other Board
Committees as required, to ensure
that the Group provides appropriate
information, complies with reporting
obligations, 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
on the activities and remit of the
Sustainability Committee.
Terms of reference
The full terms of reference of the Sustainability 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.
113
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
Dear Shareholder,
As Chair of the Sustainability Committee,
I am pleased to present the Committee’s
report for the year ended 4 January 2025.
In recognition of the importance
of Glanbia’s understanding and
management of our impact on
the environment and society, our
Sustainability Committee is operating
to provide the Group with supports, and
rigorous challenge on environmental
and sustainability matters. This includes
the Group’s impact on the natural
environment and our response to climate
change including greenhouse gas
emissions, energy consumption, nature
impacts, water utilisation, deforestation,
efficient use of resources, the reduction of
waste, and the environmental impact of
the Group’s supply chain.
This report outlines our activities
in support of this aim, and how we
have discharged the responsibilities
delegated to the Sustainability
Committee by the Board. This report
should be read in conjunction with the
Sustainability section on pages 42-63.
The Group’s sustainability strategy,
“Better Nutrition, Better World”, sets
out our clear priorities based on the
most material environmental impacts
to our business and stakeholders. The
Committee formally met four times last
year. At each meeting, the Committee
received an update on our environmental
performance.
Climate change
A joint session of the Sustainability
and Audit Committees was held on
30 January 2025, which included a
sustainability training session presented
by a third-party expert. The relevant
sustainability annual report disclosures
including our Task Force on Climate-
related Financial Disclosures (“TCFD”)
Report was presented to the Committee.
Climate change is noted as one of the
Group’s principal risks reviewed by the
Audit Committee as part of the Group Risk
Management Framework, which reflects
the integration of the management of our
most material sustainability topics.
The 2024 TCFD report pages 46-52
outlines and evaluates the potential
impacts of climate-related risks and
opportunities that face the business and
the wider value chain, under a number
of climate scenarios. This supported the
Committee in assessing our resilience
and current strategy. In 2024, the
Committee was updated on progress
made against the decarbonisation
plan for Scope 1 and 2 carbon emissions
reduction pathway to 2030. This aided
the Committee in understanding the
impacts of these measures, which have
also been incorporated into the Group’s
strategic plan. These include the Group
energy procurement strategy and energy
efficiency projects.
The Committee recognises the
materiality and importance of reducing
our Scope 3 dairy and non-dairy
emissions while acknowledging its
inherently complex and challenging
nature, as these emissions relate to those
generated in our value chain. In 2024,
the Board approved an accelerated
ambition for Scope 3 decarbonisation
based on the current assumptions that
all stakeholders, including governments,
are taking action and supporting
the economic transition. Glanbia will
continue to assess and monitor through
our industry association engagement
the US government policies that support
decarbonisation. The revised targets
were developed to meet the latest
scientific consensus requiring global
acceleration, using the sectoral guidance
from the Science Based Targets initiative
(“SBTi”).
For our dairy-related emissions, Glanbia
follows a partnership approach. With
suppliers and the wider dairy industry, we
developed a reduction pathway model,
building on the work progressed during
2023. This included on-farm emissions
foot printing, informing farm specific
recommended solutions, developing
an economic impact model assessing
the viability and cost effectiveness of
greenhouse gas emissions interventions
and associated market value. Outside of
dairy, value chain ingredient emissions
analysis and transportation emissions
mapping were also completed. In 2025,
we are committed to publishing this
decarbonisation plan for a Scope 3
carbon emission reduction pathway
to 2030 based on these core elements.
The Committee recognises this
decarbonisation plan as a significant
step forward towards managing our
most significant environmental impact
and meeting our accelerated targets.
Regulatory reporting
The Committee endorses the importance
of greater transparency and consistency
in reporting to meet stakeholders
requirements. The Committee was
updated on the steps taken to
ensure readiness for these reporting
requirements, with particular focus
on the EU Corporate Sustainability
Reporting Directive (“CSRD”). For FY 2024,
the Company is reporting in accordance
with the EU Non-Financial Reporting
Directive as implemented in Ireland.
Within our separate Sustainability Report
we have also incorporated many of
the changes introduced by the CSRD,
although these requirements only apply
to the Company in respect of its next
annual report.
During 2024, Glanbia carried out a double
materiality assessment in conjunction
with third party experts, the results of
which were presented during the joint
committee meeting in January 2025. This
is acknowledged as an important step
in Glanbia’s preparation for reporting
under CSRD, where our most material
ESG impacts, risks and opportunities
are identified. In line with previous
years, Glanbia will publish a separate
Sustainability Report, which will be
published online in March 2025.
Priorities for 2025
• Monitoring the progress made against
our stated commitments, with a focus
on our Scope 3 delivery, and wider
value chain impacts.
• Supporting the development of the
Group’s sustainability reporting,
including required process and system
enhancements, in the context of the
increased reporting regulations, in
particular those relating to the CSRD.
• Further enhancing of our
understanding of the impact of
climate and nature-related risks and
opportunities.
Membership
The Committee comprises of myself as
Chair, the Chief Financial Officer, and
three Non-Executive Directors including
the Group Chairman. Two members
constitute a quorum. The Deputy
Group Secretary acts as secretary to
the Committee. At the request of the
Committee, members of the Executive
Committee, senior management team
and external advisers may be invited
to attend all or part of any meeting, as
and when appropriate. As Chair, I report
to the Board after each meeting on the
nature and content of our discussion,
recommendations, and any actions to be
taken.
Review of Sustainability
Committee performance
The Committee assessed its performance
covering its terms of reference,
composition, procedures, contribution
and effectiveness. As a result of that
assessment, the Board and Committee
are satisfied that the Sustainability
Committee is functioning effectively and
is meeting its terms of reference.
Finally, I will retire at the upcoming
Annual General Meeting and to take this
opportunity to express my gratitude to
my fellow Committee members for their
support.
Dan O’Connor
Sustainability Committee Chair
114 Glanbia plc | Annual Report and Financial Statements 2024
Sustainability Committee Report continued
TCFD – Governance
Oversight of climate change impact
The Board has overseen the continued
evolution of our business to fulfil this
purpose, including the review and
approval of the Group’s sustainability
strategy and commitments. These
commitments encompass a clear focus
on climate action and the Board has
ongoing oversight of performance and
strategies to deliver on these. The Board
and its Committees also assess how the
Group is responding to climate-related
risks and opportunities, as part of the
overall risk management process.
Execution of the strategy is the
responsibility of the Group Operating
Executive, supported by the Group Senior
Leadership Team. Glanbia evaluates and
manages our sustainability performance,
including actions relating to climate-
related risks and opportunities, through
our senior leadership structures including
our Operations Steering Committee.
The committee comprises of the
respective Business Unit Chief Operating
Officers and the Sustainability,
Engineering and Procurement Senior
Leadership.
The following were key agenda items
during 2024:
• Updates on performance against
stated targets.
• Progress made on approved
initiatives to support delivery of our
decarbonisation plan.
• Update on evaluated impact of
potential climate-related risks and
opportunities identified.
• Presentation of the Sustainability Risk
Register, incorporating all climate-
related risks identified.
The Board and/or its relevant Committees
received four dedicated updates from
senior leadership, including the Senior Vice
President of Sustainability and the Head of
ESG Governance and Reporting including
on the Group’s performance on its climate
goals and strategy, climate-related risks
and opportunities, and our climate-related
disclosures.
Climate change and
remuneration
Glanbia’s remuneration approach
ensures that executive remuneration is
aligned to the Group’s purpose, culture
and values, supports strategy and
promotes the long-term success of the
Company. The Long-Term Incentive
Plan (“LTIP”) for Executive Directors and
senior leaders reflects this through the
three key areas of growth, return, and
sustainability.
The incentive plan considers core
sustainability metrics linked to our
sustainability strategy. The metrics used
include carbon reduction, specifically
the progress towards our science-based
targets on Scope 1 and 2 emissions,
freshwater reductions, and consumer
packaging recyclability rates.
More details on this can be found in
the Remuneration Committee Report on
pages 120-139.
For further details on Group
Governance, see our Corporate
Governance Report on pages 80-103.
Case Study
Understanding Glanbia’s sustainability
impacts risks and opportunities
In preparation for the EU Corporate Sustainability Reporting
Directive reporting requirements, Glanbia conducted a
Double Materiality Assessment (“DMA”) with reference to
European Sustainability Reporting Standard guidelines.
Double materiality means assessing both: the “impact” of
Glanbia’s activities on society and the environment (the
inside-out perspective) and the “risks and opportunities”
that sustainability issues pose Glanbia’s financial
performance (the outside-in perspective).
This assessment identified the Glanbia specific material
sustainability topics, and related impacts, risks and
opportunities (“IROs”), to guide our sustainability reporting.
The Audit and Sustainability Committees jointly reviewed
the output of this process, (steps outlined below), on
30 January 2025.
Double Materiality Assessment
Understanding
the Context
Business Model
Outline and Value
Chain Mapping
Peer benchmarking
and media analysis
Stakeholder
identification
Identification
of the Actual and
Potential IROs
Identification and
refinement of topics
and potentially
material IROs
Impact Assessment
(Impacts)
Engagement with
external stakeholders
Issuance of
Impact Materiality
Assessments
Validation of impacts
scoring with experts
Financial Assessment
(Risks & Opportunities)
Validation of financial
materiality with experts
Results and Reporting
Approval of materiality
assessments by senior
leadership
Finalisation of material
topics and IROs
Assessment of
Material IROs
115
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
Board
• Considered and approved the strategic plans as part of the annual update process, taking into consideration the
integration of climate change related actions.
• Considered and approved the Group’s risk appetite.
• Received regular updates on material sustainability matters from the respective Committee Chairs.
• Approved revised terms of reference for all Board committees to streamline Glanbia’s approach to sustainability strategy
implementation, accountability and monitoring.
Further details on page 93
Remuneration
Committee
• Considered and finalised appropriate ESG related targets for inclusion in the Group’s Performance Share Plan.
This included a specific component related to decarbonisation and gender diversity.
Further details on page 130
Sustainability
Committee
• Received and considered updates on the Group’s sustainability and climate-related targets, actions and performance.
• Considered updated Scope 3 SBTi targets and the related decarbonisation pathway proposal.
• Oversaw the FY 2024 Sustainability Reporting, including the TCFD financial quantification exercise and double materiality
assessment.
Further details on page 113
Nomination &
Governance
Committee
• Actively reviewed and monitored the structure, size, composition, and balance of skills on the Board.
• Received and considered updates on social sustainability matters including updates on our people strategy
which includes diversity, equity and inclusion (“DE&I”) training and development and, employee engagement.
Further details on page 117-119
Audit
Committee
• Received and considered regular updates on the Group’s principal and emerging risks and uncertainties, including those
that could threaten the Group’s business model, future performance, solvency or liquidity. This included the impact of
climate-related risks on the Group’s accounting judgements, disclosures, processes and financial statements.
• Received and considered updates on Health & Safety, Food Safety & Quality, and Business Conduct activities, including
our whistleblowing procedures.
• Reviewed and approved the output of the double materiality assessment jointly with the Sustainability Committee.
Further details on pages 106-108
Principal activities during 2024
116 Glanbia plc | Annual Report and Financial Statements 2024
Nomination and Governance Committee Report
Donard Gaynor
Nomination and Governance Committee Chair
Committee members and Committee tenure
Appointed to
the Committee
Number of full years
on the Committee
D Gaynor (Chair)
12 Dec 14
10
R Brennan
20 Jan 21
4
P Duffy
1 May 24
Less than 1 full year
D O’Connor
12 Dec 14
10
K Underhill
1 May 24
Less than 1 full year
See pages 82-85 for more information on current Nomination and Governance
Committee members.
Building talent
for the future
Board Gender
as at 4 January 2025
Male – 62%
Female – 38%
Board Independence
excluding the Group Chairman
as at 4 January 2025
Independent – 50%
Non-independent – 50%
Terms of reference
The full terms of reference of the
Nomination and Governance Committee
can be found on the Group’s website:
www.glanbia.com or can be obtained
from the Group Secretary and Head of
Investor Relations.
Key responsibilities
Assessing the composition, structure
and size (including skills, knowledge,
experience and diversity) of the Board
and its Committees and making
recommendations on appointments and
reappointments to the Board.
Planning for the orderly succession of
new Directors to the Board and of senior
management, taking into account the
challenges and opportunities facing
the Group, together with the variety of
expertise and diversity required on the
Board.
Keeping up to date and fully informed
about strategic issues and commercial
changes affecting the Group and the
market in which it operates.
Keeping under review the leadership
needs of the Group, both executive and
non-executive, with a view to ensuring
the continued ability of the Group to
compete effectively in the market place.
Reviewing the talent capability across
the Group.
Keeping the extent of Directors’ other
interests under review to ensure that
the effectiveness of the Board is not
compromised.
Overseeing the performance review of
the Board, its Committees and individual
Directors.
Keeping under review corporate
governance developments with the aim
of ensuring that the Group’s governance
policies and practices continue to be in
line with best practice.
Ensuring that the corporate governance
code(s) applicable to the Company are
observed and implemented.
Reviewing the disclosures and
statements made in the Directors’ Report
to the shareholders.
Reviewing the results of the Board
performance review.
Monitoring relevant social matters
related to the Group’s interactions with
stakeholders and communities within
which the Group operates.
117
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
Dear Shareholder,
On behalf of the Board and the
Nomination and Governance Committee
(the “Committee”), I am pleased to
present the Nomination and Governance
Committee report for the year ended
4 January 2025. Good governance and
responsible, balanced leadership are
critical to the Group’s success and to
creating both long-term shareholder
value and a strong, sustainable culture.
In 2024, the Committee reviewed its
terms of reference and expanded its key
responsibilities to include monitoring
the Group’s social agenda and its
interactions with its stakeholders and
communities within which it operates.
The Committee also had a busy year
continuing its focus on succession
planning and overseeing changes to the
Board and its Committees.
Board appointments
Hugh McGuire was appointed as Chief
Executive Officer and an Executive
Director on 1 January 2024. Further
information around the process for the
CEO appointment was set out in the 2023
annual report.
The Committee welcomed the
appointment of Gerard O’Brien and
Tom Phelan, who joined the Board as
nominees of Tirlán Co-operative Society
Limited (the “Society”) on 1 June 2024,
replacing Patrick Murphy and Brendan
Hayes who retired from the Board on
1 May 2024 and 31 May 2024, respectively.
I would like to sincerely thank Patrick
and Brendan for their contribution to the
Board during their tenure.
There were also a number of changes
to the composition of the Group’s
Committees in 2024. Further details are
set out on page 80-81 and 93.
Biographical details for the Board
of Directors are set out on pages 82-86.
Succession planning
The Committee had a busy year
focusing on succession planning, and
overseeing a number of changes in senior
management. We considered long-
term succession planning and the skills
required to ensure continued growth
and a strong internal successor pool
for leadership roles within the business.
The Board continues to emphasise
appropriate skills and experience in
Board recruitment while factoring in all
forms of diversity.
We believe that Board members
should bring a blend of expertise and
skills with a variety of perspectives, to
facilitate constructive discussions and
effective, balanced decision-making. The
Committee continuously reviews Board
composition, evaluating its balance
and performance, and recommending
new Directors and Committee
members to ensure an appropriate
mix of independence, skills, knowledge,
experience, and diversity. This ensures the
Board and its Committees can effectively
discharge their responsibilities and
maintain comprehensive oversight.
We consider the current size and
composition of the Board to be
appropriate and that the Board as a
whole has the appropriate blend of
skills, knowledge and experience, from
a wide range of industries, regions and
backgrounds, necessary to effectively
lead the Group.
The Board skills matrix on
page 96 provides valuable insights
into our collective and individual
strengths on the Board.
Culture and values
Glanbia’s values are at the heart of our
business and culture. It is essential that
the Board, each individual Director,
our senior leadership team and our
wider workforce share these values.
We believe in leading by example, and
it is a paramount responsibility of the
Committee to oversee the review of the
Board to ensure these values are being
maintained and encouraged in every
facet of our business.
Attracting and retaining strong, diverse
talent aligned to Glanbia’s culture is vital
for our strategy’s success. Our culture
significantly contributes to long-term
success for our stakeholders, making
effective internal talent management
critical to preserving Glanbia’s unique
culture.
The Committee was proud to work with
the wider Board this year to oversee the
development and launch of refreshed
Glanbia values to reflect the business we
are today. The Committee plays a key
role in embedding a positive culture by
ensuring that our succession planning
and appointment process identifies
candidates who exemplify our values.
Our induction and training programmes
and the annual performance review
process promote these values among our
Directors and employees.
Further details on our Values are set
out on pages 24-25.
Board review
As part of our ongoing commitment to
improvement and in line with the Code,
we conduct an independent, externally
coordinated Board evaluation every three
years, with the most recent one in 2023.
During the interim years, the evaluation
process is conducted internally. The 2024
internal review focused on assessing the
progress made since the comprehensive
externally facilitated process in 2023.
Detailed information on the review
process, a summary of the Board review
outcomes and the areas of focus for 2025
are provided on page 101.
Chairman retirement
After almost 12 years with Glanbia and
over four years as Group Chairman, I
have informed the Board that I intend to
retire from my role as Group Chairman
and step down from the Board of Glanbia
at the conclusion of the 2026 AGM. Until
then, I remain fully committed to Glanbia
and to continuing to deliver for all our
stakeholders.
Committee aims for 2025
In 2025, the Committee will continue to
monitor the composition and balance
of the Board to ensure our leadership
comprises the appropriate diversity of
skills, knowledge and experience, in line
with the future needs of the business. The
Senior Independent Director will lead a
process to identify my successor.
Additionally, we will stay updated on
corporate governance developments,
including the changes arising from the
significant overhaul of the Irish and UK
listing rules.
The following pages provide further
details on the roles and responsibilities
of the Committee and its governance
duties.
On behalf of the Nomination and
Governance Committee
Donard Gaynor
Nomination and Governance
Committee Chair
118 Glanbia plc | Annual Report and Financial Statements 2024
Nomination and Governance Committee Report continued
Board composition and diversity
The Committee oversees the Board’s
composition, leadership, and succession
planning to ensure the Group maintains
an effective board that upholds the
highest standards of governance for a
globally diverse business. The Board’s
role is to promote the Group’s long-term
sustainable success and generate value
for shareholders. The Board collectively
possesses significant and relevant
international industry experience,
ensuring a balanced mix of skills,
knowledge, and experience, as outlined
in the Code. Under the Relationship
Agreement dated 5 May 2021, Tirlán Co-
operative Society Limited (the “Society”)
has the right to nominate three Directors
to the Board. The Company does not
use either external search consultancy
or open advertising in respect of these
appointments.
As of 4 January 2025, the Board
comprised 13 members. The Committee
will continue to review both the size and
composition of the Board.
Ensuring a culture that supports our
strategy is critical to our success. The
Committee continues to drive the DE&I
agenda, promoting a corporate culture
that is diverse, equitable, and inclusive,
in alignment with the Group’s purpose,
values and strategy. We strongly believe
that diversity at all levels, including the
Board, is a key driver of business success.
Our objective is for everyone across our
operations to feel respected, valued,
and included. We recruit talented Board
members with the right mix of skills,
capabilities, and market knowledge,
looking across all sectors and non-
traditional talent pools, and requiring
diversity on our shortlists.
Details of our Board diversity policy
are on page 98. In 2020, the Group
set a target that at least 50% of the
Independent (of the Society) Non-
Executive Directors would be female
as new appointments are made.
As of 4 January 2025, 38% of Board
members, including the position of
Senior Independent Director, are held
by females (representing 62.5% of the
Independent (of the Society) Non-
Executive Directors). While the Group
did not meet the FCA Listing Rule
target of having at least one Director
from a minority ethnic background as
at 4 January 2025, gender and ethnic
diversity will remain a focus for future
Board recruitment.
Succession planning
The Board, with the assistance of the
Committee, prioritises oversight of
succession planning. The Committee
leads a formal and transparent process
for all Board appointments, ensuring
orderly succession and the development
of effective Directors and management
to deliver long-term shareholder value.
The Committee also focuses on senior
management leadership needs, regularly
receiving updates from the Chief Human
Resources Officer on the management
succession pipeline. The Committee is
satisfied that the Group is proactive
in developing future leaders and that
effective succession plans for Directors
and senior management are in place
to ensure that the Group can continue
to implement its strategy and compete
effectively, while fostering Glanbia’s
culture and values.
Time commitment
The Board benefits from the experience
and perspective that its Directors
bring to the Group from other external
appointments that they may hold.
Board members are required to devote
adequate time to performing their
duties which includes preparation for
and attendance at Board meetings,
attendance at training and development
sessions and visits to our sites. Prior to
appointment, potential independent
Non-Executive Directors are required to
disclose details of their other significant
commitments to ensure that they have
adequate capacity to commit to the
position. Existing Directors are required
to obtain approval of the Nomination
and Governance Committee, prior to
accepting any significant additional roles.
During the year, the Board approved
the appointment of Mr. Paul Duffy as a
Non-Executive Director of Hostelworld
Group plc, with effect from 2 May
2024. Mr. Duffy was also appointed a
member of the Audit Committee, the
Nomination Committee and Chair of the
Remuneration Committee of Hostelworld
Group plc.
In considering whether a Director has
sufficient time to commit to their role,
the Committee has regard to regulatory
and Code requirements, as well as key
investor and proxy advisor guidelines. For
the year ended 4 January 2025, the Board
is satisfied that none of the Directors
are over-committed and that each
dedicates sufficient time to fulfil their
responsibilities effectively.
Committee changes
Paul Duffy and Kimberly Underhill
were appointed to the Nomination and
Governance Committee on 1 May 2024.
Workforce Engagement Director
On 1 November 2024, Gabriella Parisse
succeeded Donard Gaynor as Workforce
Engagement Director. In her role,
Gabriella continues to enhance Board
involvement in workforce engagement
by gathering and communicating
employees’ views to the Board, ensuring
these perspectives inform discussions
and decision-making. Details of the
Workforce Engagement Director’s
engagements with employees during
2024 are set out on page 92.
Regular matters
A number of regular matters were
considered by the Committee in
accordance with its terms of reference,
such as:
Review of Non-Executive Directors’
independence in accordance with the
guidance in the Codes
The Board review considered the
independence of each of the Non-
Executive Directors, taking into
account their integrity, objectivity
and contribution to the Board and its
Committees. A rigorous internal review
was conducted for Non-Executive
Directors serving more than six years.
The Board is of the view that the following
behaviours are essential for a Non-
Executive Director to be considered
independent:
• provides an objective, robust
and consistent challenge to the
assumptions, beliefs and views of
senior management and the other
Directors;
• questions intelligently, debates
constructively and challenges
rigorously and dispassionately;
• acts at all times in the best interests of
the Company and its shareholders; and
• has a detailed and extensive
knowledge of the Company and the
Group’s business and of the market
as a whole which provides a solid
background with which they can
consider the strategy of the Company
and the Group objectively and help the
Executive Directors develop proposals
on strategy.
The Board also gives due regard to
applicable legislation. The Board and the
Committee believe that all Non-Executive
Directors demonstrated the essential
characteristics of independence and
brought independent challenge and
deliberations to the Board.
119
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
The reviews took into consideration
the fact that Donard Gaynor (who was
independent on his appointment as
Group Chairman), Dan O’Connor, and
John G Murphy have each served on the
Board for more than nine years, a factor
the Codes state could be relevant to
the determination of a Non-Executive
Director’s independence. The Codes
also make it clear, however, that a
Director may be considered independent
notwithstanding these facts. This reflects
the Board’s view that independence is
determined by the Director’s character
as set out above. Nevertheless, Donard
Gaynor (who was independent on
appointment), Dan O’Connor and the
Non-Executive Directors nominated by
the Society are not considered by the
Board to be independent for the purposes
of the Codes.
Extension of tenure
The Board remain unanimous in its view
that the Group Chairman continues to
provide strong, objective and effective
leadership to the Board notwithstanding
that he has served on the Board for more
than nine years. The Board believes that
the extension of the Group Chairman’s
tenure until the conclusion of the
2026 AGM is warranted to facilitate
effective succession planning and the
development of a diverse board.
Election or re-election of Directors
The Committee continues to be of the
view that all Directors seeking re-election
should be re-elected to the Board at
the Company’s AGM. Accordingly, all
Directors, with the exception of Dan
O’Connor, are seeking election or re-
election at the 2025 AGM. The Group
Chairman has confirmed that each of the
Directors seeking election or re-election
continue to be effective members
of the Board and demonstrate their
commitment to their responsibilities.
The Committee assessed the Non-
Executive Directors’ time commitment
considering both the time required
for Glanbia Board and Committee
appointments and the number and
nature of the Directors’ external
commitments. All Non-Executive
Directors continue to demonstrate that
they have sufficient time to devote to
their role on the Board.
Committee performance
The Committee assessed its
performance covering its terms of
reference, composition, procedures,
contribution and effectiveness. The Board
and Committee are satisfied that the
Committee is functioning effectively and
continues to meet its terms of reference.
This view was supported by the internal
review of the Board and its Committee
completed in 2024.
120 Glanbia plc | Annual Report and Financial Statements 2024
Remuneration Committee Report
Jane Lodge
Remuneration Committee Chair
Committee members and Committee tenure
Appointed to
the Committee
Number of full
years on the
Committee
R Brennan
20 Jan 21
4
P Duffy
17 Jun 21
3
D Gaynor
13 May 14
10
J Lodge (Chair)
14 Dec 20
4
K Underhill
1 Aug 22
2
See pages 82-85 for more information on the current
Remuneration Committee members.
Focusing on our
strategic objectives
and sustaining
performance
Terms of reference
The Remuneration Committee terms of
reference were reviewed and approved
by the Committee during 2024 and can
be found on the Group’s website: www.
glanbia.com or obtained from the Group
Secretary and Head of Investor Relations
(“Group Secretary”).
Key responsibilities
Determine and agree with the Board the
framework and policy for remuneration of
the Executive Directors and other Senior
Executives including the Group Secretary,
as required, considering the strategic
rationale for the policy, structures and
metrics.
Oversee remuneration design and target
setting of annual and long-term incentive
arrangements, to ensure comprehensive
linkages between performance and
reward and to incentivise delivery of
Group strategy.
Determine, within the agreed policy,
individual total compensation packages
for the Executive Directors and other
Senior Executives including the Group
Secretary annually, and consider as
appropriate internal and external
measures.
Determine the compensation for the
Chairman of the Board.
Determine any employee share-based
incentive awards and any performance
conditions to be used for such awards.
Consider and approve Executive
Directors’ and other Senior Executives’
including the Group Secretary total
compensation payable including
consideration of the exercise of discretion
to adjust formulaic incentive outturn.
Determine the achievement of
performance conditions for vesting of
Annual and Long-Term Incentive Plans
(“LTIP”).
Review and understand Group reward
policies and practices including the
alignment of incentives and rewards with
culture.
Ensuring engagement with the workforce
to explain how executive remuneration
aligns with wider Company pay policies.
Engaging with shareholders as deemed
appropriate to explain and seek feedback
on proposed changes in approach to the
compensation of the Executive Directors.
Preparing the Remuneration Committee
Report annually.
121
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
Dear Shareholder,
On behalf of the Board and the
Remuneration Committee, I am pleased
to present the Directors’ Remuneration
Committee Report for the year ended
4 January 2025.
This report provides a summary of
the Committee’s activities during the
year, the operation of the Directors’
Remuneration Policy (the “Policy”) during
2024, its continued effectiveness in
driving strong alignment between pay
and performance, and the approach for
2025. The Committee remains focused
on ensuring our remuneration framework
supports Glanbia’s strategic priorities
and aligns with shareholder interests.
Business performance 2024
As noted in the Group Chairman’s
statement, 2024 was a strong year under
the leadership of our new Group Chief
Executive Officer (Group “CEO”) Hugh
McGuire, with good revenue growth
across our portfolio of 5.8% constant
currency, further streamlining our
business with the announcement of the
separation of Glanbia Nutrition into
two segments, Health & Nutrition and
Dairy Nutrition and adjusted EPS growth
of 6.8% constant currency. Increased
performance was delivered across all our
key metrics, EBITDA grew by 11.8% with
margin improvement from 13.6% to 14.4%
alongside increases to our operating
cash flow and ROCE. These results were
delivered against a challenging market
backdrop and on top of an already high
base as a result of excellent performance
in prior years, including 2023 adjusted
EPS growth of 20.5% constant currency.
It is within this context that the
Committee reviewed the incentive
outturn to which I refer further below.
2024 AGM and engagement
with shareholders
At our AGM on 1 May 2024, our Policy
received approval from 72% of the votes
cast by shareholders. The only change to
our Policy was the inclusion of a retention
award for our Group Chief Financial
Officer (Group “CFO”). This retention
award was subject to engagement with
our largest shareholders in September
and October 2023. The Committee
is grateful for the engagement and
feedback received from shareholders
and is satisfied with the level of support
received at our AGM. The Committee
understood, based on its engagement,
that a small number of shareholders
would find it difficult to support the
proposals and the AGM voting outcome
was in line with our expectations.
The UK Corporate Governance Code
provides that when 20 per cent or more
of votes are cast against a resolution,
the Company should take action to
understand the reasons behind the result.
I engaged with our largest shareholders
to offer a further opportunity to provide
feedback on any concerns they may
have with our new Policy. However,
reflecting the extensive feedback prior
to the proposals being finalised, we
received only one response to our offer
of engagement which confirmed their
earlier concerns and an understanding
of the Committee’s rationale in making
the award.
The Committee was clear from its
engagement earlier in 2023 that
shareholders are overwhelmingly
supportive of Mark Garvey as an
exceptional Group CFO and a critical
member of the management team and
understood the rationale for the retention
award. The Committee also understood
that given the unusual nature of retention
awards and the fact performance and
shareholder alignment is achieved
through the award of shares and not
additional performance targets, a small
number of shareholders felt unable to
support the proposal.
Noting that no further concerns were
raised as a result of the post AGM
engagement and given the level of
support for the new policy, the retention
award for our Group CFO has been made.
Remuneration in respect of 2024
Workforce remuneration
When reviewing the Executive Directors’
salaries, the Committee takes into
account the Company’s salary budgets
for key geographies and continues
to align the increases for Executive
Directors’ salaries to no more than
those of the wider workforce, where
appropriate. The Committee also reviews
the wider Company incentive plan design,
which is broadly consistent throughout
the organisation, including having the
same performance measures under
both the short and long term incentive
plans for executives and other eligible
employees.
In reviewing various aspects of
workforce remuneration during the
year, the Committee noted a number of
improvements to the remuneration of
the broader workforce over the course
of 2024, including our GN and GPN
businesses both undertaking a review of
starting rates for their hourly populations
with investments made at a number of
our sites.
Executive Director base salary, benefits
and pension
Our Group CEO was appointed on a
base salary of €1,000,000, whilst the
base salary of our Group CFO increased
by 4.0% to €658,336. This compared to
average wider workforce increases of
between 4.0% and 4.4% across the US,
Ireland and the UK.
Pension contributions at 12% of salary
and benefits remained unchanged.
2024 annual incentive
The annual incentive for the Group CEO
and Group CFO remained at 250% and
200% of salary, respectively, with 50%
of the incentive outcome deferred into
shares in accordance with Policy. Annual
incentive measures and weightings
for 2024 were unchanged from 2023
and comprised 70% financial targets
(adjusted EPS and Cash Conversion, with
a 50% and 20% weighting respectively),
strategic (20% weighting) and ESG
measures (10% weighting – split evenly
between female hiring and female
turnover).
The Group delivered a strong
performance against the financial
targets for 2024, with both adjusted EPS
and Cash Conversion exceeding target
performance with outcomes of 65.5%
and 87% of maximum, respectively.
With respect to the ESG measures,
both the female hiring and voluntary
female turnover targets were exceeded,
resulting in maximum vesting for both
elements. The Committee recognises the
exceptional performance which has been
delivered in this area, reflecting a number
of successful internal initiatives.
The Executive Directors made excellent
progress against their strategic
objectives resulting in an outcome of 98%
and 97% of maximum, respectively.
The formulaic outcome of the annual
incentive was 79.75% of maximum for
the Group CEO and 79.55% of maximum
for the Group CFO. The Committee was
comfortable that the formulaic outcome
reflected performance delivered and
there were no factors that required
the exercise of discretion to adjust the
formulaic outcome. Full details on the
targets and related performance can be
found on page 130-131. 50% of the annual
incentive earned is deferred into shares
with 30% released after two years and
the remaining 20% after three years.
122 Glanbia plc | Annual Report and Financial Statements 2024
Remuneration Committee Report continued
2022 share awards vesting
The vesting of the 2022 LTIP is determined
by performance over the three-year
performance period to 4 January 2025,
measuring adjusted EPS Growth (40%
weighting), Group ROCE (40% weighting),
and ESG sustainability metrics (20%
weighting).
The formulaic vesting outcome for both
the Group CEO and Group CFO for the
2022 share awards is 100% of maximum
reflecting robust performance from 2022
across all three measures. Adjusted EPS
growth at 14.74% and ROCE at 11.89% and
our reduction in scope 1 & 2 emissions all
excel at the top end of the target range.
The Committee carefully considered the
formulaic outcomes and concluded that
they are appropriate, noting EPS over the
performance period of 2022 to 2024 as
a genuine reflection of the Company’s
underlying performance and no
discretionary adjustments are required.
The 2022 share awards will not vest
before 11 May 2025, the third anniversary
of grant. Full details of the targets and
related performance can be found on
page 132.
2024 share awards
The 2024 LTIP grants of 150% of salary
for both Executive Directors were
made during the year. The metrics
and weightings are unchanged from
2023 and are Group adjusted EPS
(40%), Group ROCE (40%), Scope 1&2
emissions reduction (10%) and recyclable
packaging (10%). Further details are set
out in this report.
2025 operation of Remuneration
Policy
Executive Director fixed remuneration
The base salary increases for both the
workforce and our Executive Directors
will be determined later in the year and to
the extent made will be disclosed in next
year’s Remuneration Committee Report.
2025 annual incentive
The maximum annual incentive
opportunity for 2025 remains at 250%
and 200% of salary for the Group
CEO and Group CFO, respectively. The
performance metrics and weightings
also remain the same as for 2024, being
50% adjusted EPS, 20% Cash Conversion,
20% strategic objectives and 10% ESG
measures. The targets for the annual
incentive are commercially sensitive and
will be disclosed retrospectively in next
year’s Remuneration Committee Report.
2025 share awards
2025 share awards as in prior years
will be granted at 150% of salary for
both the Group CEO and Group CFO.
Performance and vesting will also be
determined by the same key Group
performance metrics that applied to the
2024 award. The Committee has reduced
the weighting to our ESG metrics, noting
the excellent progress that continues
to be made against our longer term
sustainability goals and enabling an
increase in weighting to adjusted EPS
growth, reflecting our critical focus on
financial performance. The weightings
for 2025 are adjusted EPS (50%), ROCE
(40%), ESG scope 1 & 2 emissions (5%)
and ESG packaging (5%). We continue to
review the most appropriate ESG metrics
with support from the Sustainability
Committee and for 2025 we continue our
focus on Scope 1 & 2 as well as packaging.
Details of the targets are set out on
page 136.
Non-Executive Director
remuneration
During the year an extensive review
of our Group Chairman and Non-
Executive Director fees was carried
out taking into account the significant
time commitment, experience and
responsibilities of these Directors and
the market rates across the markets
where we operate and compete for
talent. The fees for Non-Executive
Directors are determined by the Group
Chairman and the Executive Directors
and I refer to them here for completeness.
The fee for a Committee Chair is being
increased alongside the introduction
of a separate fee for our Workforce
Engagement Director, noting this role has
previously been carried out by our Group
Chairman who receives an all-inclusive
fee. Some adjustments are also being
made to the fee to recognise time spent
travelling to meetings. These moderate
increases in fee levels recognise the time
commitment, skills and responsibilities of
our Non-Executive Directors. Increases to
the fee for our Group Chairman and the
base fees for the Non-Executive Directors
will be determined later in the year and to
the extent made will be disclosed in next
year’s Remuneration Committee Report.
Conclusion
2024 represented another year of strong
performance for Glanbia against the
backdrop of some challenging market
conditions.
The Committee is satisfied that the Policy
operated as intended during the year,
effectively incentivising our executive
team and supporting the delivery of the
Group’s strategic priorities. However,
we remain cognisant, given Glanbia’s
international presence, particularly in the
competitive US market, of the challenges
this creates for our remuneration
structures. While no changes are planned
for 2025, the Committee will continue
to evaluate the competitiveness of our
approach to ensure it supports the
Group’s strategic priorities and talent
retention, which are critical to our
business performance and shareholder
returns, and will consult with our largest
investors, to the extent any changes are
considered appropriate to our current
policy.
I am available through our Group
Secretary and Head of Investor Relations
if you wish to engage with me prior to
our 2025 AGM. I look forward to receiving
your support at the AGM for the advisory
shareholder resolution to approve this
Annual Statement and our Annual Report
on Remuneration.
Jane Lodge
Remuneration Committee Chair
123
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
At a glance: Individual Executive Remuneration for the year ended 4 January 2025 (Audited)
CEO (H McGuire )
CFO (M Garvey)
Base salary
€1,000,000 (on appointment)
€658,336 (4.0%) increase
Benefits
Car allowance and medical/life assurance
Car allowance, medical/life assurance and tax
equalisation
Pension
12% of salary (cash in lieu of pension)
12% of salary
Short-Term Incentive Plan (“STIP”)
Measures
Adj. EPS (50%), Cash Conversion (20%), strategic objectives (20%), and ESG measures (10%)
Maximum opportunity
250% of salary
200% of salary
Achievement
€1,993,750 (79.75% of max)
€1,047,412 (79.55% of max)
Structure
50% of bonuses earned deferred into shares – 30% released after year 2, 20% released after year 3
Long-Term Incentive Plan (“LTIP”)
Measures 2024 award
Adj. EPS (40%), Group ROCE (40%) and ESG measures (20%)
Award level 2024 award
150% of salary
150% of salary
Achievement 2022 award
€1,042,605 (100% of max)
€1,044,401 (100% of max)
Structure
Paid in shares, subject to two-year post vesting holding period
Other Policy elements
Shareholding requirements
250% of salary
200% of salary
50% of shares vesting under the annual bonus and LTIP must be retained until achieved
Post-employment
shareholding requirements
The lower of shares actually held and 100% of salary for the first year after ceasing to be an Executive
Director and 50% of salary for the second year
Section A: Directors remuneration policy 2024 - 2026
Under Section 1110M of the Irish Companies Act 2014, the Company is required to obtain shareholder approval of its Directors’
Remuneration Policy every four years, or sooner if material changes are required. UK regulations, which the Company follows as a
matter of best practice, where practicable, require a new policy to be brought to shareholders every three years, or sooner if material
changes are required.
The decision-making process to develop the 2024–2026 Remuneration Policy and operation of Policy is set out in the Chair’s Annual
Statement on Remuneration for both the 2023 and 2024 Remuneration Committee Reports and the section below on Remuneration
Committee Governance and is incorporated into the Remuneration Policy by reference.
The 2024–2026 Remuneration Policy was approved at the 2024 AGM and will apply for a three-year period or until an earlier change
in Policy is required. The Committee may, under Irish law, extend the Policy by one year and seek shareholder approval to a new Policy
after a four-year period.
Remuneration strategy, policy, and purpose
The Remuneration Policy has been developed to attract, retain and motivate executives to ensure that they perform in the best
interests of the Group and its shareholders by growing and developing the business over the long-term. Performance-related elements
of remuneration are designed to form an appropriate portion of the overall remuneration package of Executive Directors and link
remuneration to business performance and individual performance, while aligning their interests with those of shareholders.
The Policy focuses on incentivising the successful implementation of our corporate strategy, consistent with our risk management
framework. This strategy aims to deliver sustainable, superior earnings growth, solid financial stewardship and total shareholder return
for our shareholders over the long-term through the strong performance of high-quality and committed leadership, critical to the future
development of the Group. The Group Key Performance Indicators (“KPI”s), which are detailed on pages 20 and 21, underpin the selection
of performance criteria used within the incentive arrangements.
Factors considered when developing the Remuneration Policy
The Remuneration Committee considered the following factors when developing the Directors’ Remuneration Policy:
•
Clarity – all elements of the Policy and its implementation are set out clearly in the Directors’ Remuneration Report.
•
Simplicity – the Policy is simple and straightforward with the structures used being common across listed companies.
•
Risk – the Policy has been developed so that incentive structures discourage inappropriate risk taking through use of long-term incentives, the
balance of measures used to determine variable remuneration outcomes and through features such as shareholding requirements and malus
and clawback.
•
Predictability – the Policy has been constructed to have clear limits on the variable remuneration payable, with the scenario chart later in this
report providing illustrative examples of how the Policy may operate in practice.
•
Proportionality – there is a sensible balance between fixed and variable pay, and variable remuneration is appropriately structured to
sustainable long-term performance.
•
Alignment to culture – through the assessment of financial and non-financial performance, executives are incentivised to achieve performance
in a way that aligns to Glanbia’s values and culture.
124 Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Remuneration Policy table
The following table sets out the different elements of remuneration for the Executive Directors. The Remuneration Policy was approved
with an advisory non-binding shareholder resolution at the 2024 AGM.
Element
Objective
Description, Performance Measures and Maximum Value
Base salary (fixed)
Annual fixed pay
Provide competitive base pay
which reflects market value of
role, job size, responsibility and
individual skills and experience.
Set by reference to the relevant market median of Europe and US based companies
on an external independent evaluation of the role against appropriate peer
companies.
Reviewed annually by the Remuneration Committee. Any reviews, unless reflecting a
change in role or increased complexity, usually take effect from the commencement
of the relevant financial year.
While there is no maximum increase or maximum salary amount, increases as
a percentage of salary will normally be aligned to those of the wider workforce,
although the Remuneration Committee may determine that it is appropriate to make
higher increases than this, for example, but not limited to, where there is an increase
in role including responsibilities and complexities.
Pension (fixed)
Retirement benefit
Provide market-aligned,
affordable and sustainable
retirement benefits.
Determined as a percentage of base salary.
Pension contribution aligned to the workforce in the country of appointment, which is
currently 12% of salary in Ireland.
Other Benefits (fixed)
Provide competitive benefits
which recognise market value of
role, job size and responsibility.
Determined in consideration of the level of responsibilities and local market practice.
Benefits to include but not limited to, car allowance, medical/life assurance, tax
equalisation payments and accommodation/relocation or other business-related
allowances where appropriate.
Short-Term Performance
Related Incentive (variable)
Incentivise Executive Directors
to achieve specific performance
goals and personal
performance objectives which
are linked to the Group’s
business plans during a one-
year period.
Ensure greater linkage of
remuneration to performance.
Ensure greater linkage to
long-term sustainability
and alignment to Group Risk
Management Policy.
Alignment with shareholders
and/or share value growth.
The annual incentive scheme rewards achievement of specific short-term annual
performance metrics.
The Group CEO and the Executive Directors can earn 125% and 100% of base salary
at target performance, respectively, and up to 250% and 200% of base salary,
respectively, for maximum performance. Annual bonus starts to accrue at 0% for
threshold performance.
In relation to strategic targets, the structure of the target will vary based on the
nature of the target set and it will not always be practicable to set targets using a
graduated scale. Vesting may therefore take place in full if specific criteria are met in
full.
The majority of the STIP will be based on financial metrics. The Remuneration
Committee reviews and determines the metrics, weightings and calibration of
targets annually, taking into account the business planning process and the strategic
priorities of the business. The Remuneration Committee has the discretion to adjust
the formulaic vesting outcome if it deems it appropriate.
50% of any annual incentive earned is deferred into shares and once the appropriate
taxation and social security deductions have been made, invested in shares in the
Company. The shares are subject to a holding period, 30% is released after 2 years,
and 20% after 3 years.
Deferred incentives are subject to malus and clawback (for a period of two years
following this investment) to the extent determined by the Remuneration Committee
as outlined in Note 1 on page 125.
Remuneration Committee Report continued
125
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
Element
Objective
Description, Performance Measures and Maximum Value
Long-Term Performance
Related Incentive (variable)
LTIP under which shares
are granted in the form of
a provisional allocation of
shares for which no exercise
price is payable
To align the interests of
Executive Directors and
shareholders through a long-
term share-based incentive
linked to share ownership and
holding requirements.
To focus on greater alignment
with shareholders, long-term
retention and reward for
sustainable performance.
Long-term incentive individual annual share award level cannot exceed 150% of base
salary.
The majority of the LTIP will be based on financial metrics. The Remuneration
Committee reviews and determines the performance metrics and weightings
annually, ensuring that they support the strategic priorities of the business.
For all financial performance metrics, 25% vests at threshold performance and 100%
vests at maximum with straight line vesting between these points.
In relation to strategic targets the structure of the target will vary based on the nature
of the target set, and it will not always be practicable to set targets using a graduated
scale. Vesting may therefore take place in full if specific criteria are met in full.
The extent of vesting shall be dependent on the level of achievement, measured
over a three-year period, of the relevant performance conditions. The Remuneration
Committee has the discretion to select different performance criteria (including
the measures, their weighting and calibration) where deemed appropriate for new
long-term incentive awards to ensure they continue to reflect the strategic priorities
of the business. The performance conditions for each award will be disclosed in the
Directors’ Remuneration Report which will be subject to a shareholder non-binding
advisory vote.
The Remuneration Committee has the discretion to adjust the formulaic vesting
outcome if it deems it appropriate and a share award shall not vest unless the
Remuneration Committee is satisfied that the Group’s underlying financial
performance has shown a sustained improvement in the period since the date of
grant.
Executive Directors will be required to hold shares received pursuant to the vesting of
share awards for a minimum period of two years post vesting subject to sales to meet
taxes. Share awards are subject to malus and clawback (during the two-year holding
period following vesting) to the extent determined by the Remuneration Committee
as outlined in Note 1 below.
Retention Award
One-off retention award
made to the Group Chief
Financial Officer
To retain the Group Chief
Financial Officer.
One-off conditional award of shares to the Group CFO. The award is equal to 100%
of base salary. The number of shares subject to the award was determined using the
Glanbia plc volume weighted average share price for the month of December 2023.
The award is subject to a two year vesting period commencing on 1 January 2024 with
vesting subject to the Group CFO being an Executive Director on 31 December 2025.
The vested shares are subject to a one-year post vesting holding period, subject to
sales to meet taxes.
Save for the specific terms detailed above, the general terms and conditions for the
LTIP will apply to the retention award, including in relation to malus and clawback,
corporate events, leaver provisions and the terms and conditions that cannot be
amended to the recipient’s advantage without shareholder approval, as outlined in
Note 1 below.
Shareholding Requirement
Minimum share ownership
requirements to be built
up over time through the
retention of vested incentive
awards
Ensure a greater alignment with
shareholders’ interests.
Executive Directors are required to build a shareholding through retaining 50% of
shares vesting under the annual bonus and LTIP (subject to sales to meet taxes) until
shareholding requirement is achieved.
The Group CEO is required to build and maintain a shareholding of 250% of base
salary and other Executive Directors are required to build up and maintain a
shareholding of 200% of base salary.
Post-Employment
Shareholding Requirement
Minimum share ownership
requirements to be built
up over time through the
retention of vested incentive
awards
Ensure a greater alignment with
shareholders’ interests
The lower of shares actually held and 100% of salary for the first year following
cessation of employment and 50% of salary for the second year with Remuneration
Committee discretion to amend the requirement in exceptional circumstances.
Applies to the Group CFO to incentive awards granted from 2022 and to other
Executive Directors from the date of appointment and for all Executive Directors, not
to shares purchased from the executive’s own funds.
Requirement is to retain 50% of vested LTIPs and bonus shares (after sales to meet
taxes) until sufficient shares held to meet post-employment requirement.
Note 1: Malus and clawback - the Remuneration Committee may, at any time within two years of a share award or annual deferred incentive vesting, determine that
malus and clawback shall apply if the Remuneration Committee determines that there was a material misstatement of the financial statements of the Company
upon which the performance targets were assessed or an erroneous calculation was made in assessing the extent to which performance targets were met, if an
award holder is found guilty, or pleads guilty, to a crime which causes reputational damage; or an award holder is guilty of serious misconduct or gross negligence
which causes loss or reputational damage, or where corporate failure or failure in risk management has occurred.
126 Glanbia plc | Annual Report and Financial Statements 2024
Executive Director employment conditions
The Remuneration Committee adopts a transparent framework when making Board appointments of either external or internal
candidates.
Recruitment policy
When recruiting new Executive Directors, the Group’s policy is to provide an appropriate remuneration package to attract the right
calibre of individuals taking into account the skills and experience appropriate to the role being filled, and taking into account cost
and remuneration across the Group, including other senior executives, and that offered by other international food and nutritional
companies and other companies of similar size and complexity. New Executive Directors will generally be appointed on remuneration
packages with the same structure and pay elements as described in the table below. Each element of remuneration to be included in
the package offered to a new Executive Director would be considered.
Element
Description
Base salary (fixed)
Base salary levels will be set in consideration of the skills, experience and expected contribution to the
role, the current salaries of other Executive Directors in the Group and current market levels for the role.
Pension (fixed)
Pension contribution will be aligned to the workforce in the country of appointment unless there is specific
market practice in the country of appointment and where for the recruitment of the right candidate it
is considered necessary by the Remuneration Committee for the executive to participate in retirement
benefits applicable to their local market and in line with relevant scheme rules and Company practice.
Other benefits (fixed)
Will be considered in light of relevant market practice for the role, the benefit received by the candidate in
current role and the provisions in place for other Executive Directors.
Short-Term Performance
Related Incentive (variable)
The maximum level of short-term variable remuneration which may be granted to a new recruit is 250%
(total maximum variable remuneration is 400%, annual and long-term variable). This excludes any buyout
share awards that might arise.
The Remuneration Committee will consider whether it is appropriate for the new recruit to participate
in the same annual incentive plan applicable to the current Executive Directors. If this is considered
appropriate, the same financial measures, weighting, pay out scale and target and maximum incentive
opportunity (as a percentage of base salary) which apply to the existing Executive Directors will generally
apply to the new recruit.
Long-Term Performance
Related Incentive (variable)
The maximum level of long-term variable remuneration which may be granted to a new recruit is 150%
(total maximum variable remuneration is 400%, annual and long-term variable). This excludes any buyout
share awards that might arise.
The award of long-term incentives will depend on the timing of the appointment and where this fits into
the typical annual grant cycles.
In addition to the above, when appointing an Executive Director, all other aspects of the Remuneration Policy such as malus and
clawback and shareholding requirements will apply.
In exceptional circumstances or where the Remuneration Committee determines that it is necessary for the recruitment of key
executives, the Remuneration Committee reserves the right to offer additional cash and/or share-based payments to take into account
remuneration relinquished including incentive awards forfeited when leaving the former employer which would reflect as far as possible
the nature (delivery vehicle), time horizons and performance requirements attached to that remuneration.
The Remuneration Committee’s approach to this matter is to carry out a detailed review of the awards or other remuneration element
which the individual will lose and calculate the estimated value of them. In doing so, the Remuneration Committee will consider the
vesting period; the award exercise period if applicable; whether the awards are cash or share-based; performance-related or not; the
former employer’s recent performance and pay out levels and any other factors the Remuneration Committee considers appropriate.
If a buyout share award is to be made, the structure and level will be carefully designed and will generally reflect and replicate the
previous awards as accurately as possible. The award will be made subject to appropriate clawback provisions in the event that the
individual resigns, or their employment is terminated within a certain time frame.
For an internal appointment, any variable pay element awarded in respect of the prior role may be allowed to pay out according to its
terms, adjusted as relevant to take into account the appointment. In addition, any ongoing remuneration obligations existing prior to
appointment (which are inconsistent with the Policy as disclosed herein) may continue, provided they are disclosed to the Remuneration
Committee and in the Annual Report on Remuneration. The Remuneration Committee may also, if it considers it appropriate and in the
best interests of the Group and its shareholders, realign existing incentive awards to the Director’s Remuneration Policy applicable at
the time of appointment.
Executive Director service agreements
The Group’s policy is to provide rolling service contracts with a 12 month notice period. The Group CEO, Hugh McGuire and the Group
CFO Mark Garvey, service agreements have a rolling 12 month notice period. The Group retains the sole right to terminate with payment
in lieu of 12 months’ notice, or part thereof, at any time.
Employment contracts for Executive Directors do not provide for any compensation for loss of office beyond payments in lieu of notice
and therefore, except as may otherwise be required by Irish law, the amount payable under the contract upon termination is limited
to a maximum of 12 months’ remuneration. If so required, the Group reserves the right to make necessary payments in settlement of a
Director’s statutory employment rights.
Remuneration Committee Report continued
127
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
The incumbent Group CFO has an additional 12 month restrictive covenant agreement which was introduced in 2019 and is in addition
to the contract of service and notice period. This restrictive covenant agreement was put in place under the 2018-2021 Remuneration
Policy, and was grandfathered into the 2022-2024 policy and our new 2024-2026 policy. This agreement was necessary as a matter
of law and aligned to market practice in Ireland to ensure enforceability of non-compete obligations. The Remuneration Committee
will ensure that careful consideration is given to the remuneration payable on any termination of employment including whether an
Executive Director is required to work his or her notice period to minimise the total cost of severance.
All new appointments will have restrictive covenant agreements incorporated into their service contracts with no additional payment in
respect of these.
Exit pay policy
The Group’s exit pay policy for the variable pay of Executive Directors is as follows:
• STIP awards – STIP awards will vest pro rata to reflect the performance period that was worked and the performance outcomes
achieved, in accordance with plan rules with the Remuneration Committee applying its discretion to allow all or part of STIP award to
vest. STIP payments will normally be made at the usual time;
• LTIP awards – In the event an Executive Director leaves before an award vests for reasons of death, redundancy, injury, ill health
or disability, retirement with the agreement of the Remuneration Committee or any other reason approved by the Remuneration
Committee, LTIP awards lapse unless the Remuneration Committee exercises its discretion to allow all or some of the Executive
Director’s awards to vest taking into account pro-rating for service and the extent to which the performance conditions of the award
are met (save in the case of death or if the circumstances are sufficiently exceptional as determined by the Remuneration Committee
where the Remuneration Committee may reduce the pro-rating and vest awards earlier than the normal time). The Remuneration
Committee may at any time prior to vesting, in its absolute discretion, revoke any determination to permit awards to vest where an
Executive Director breaches a protective covenant. For all other leavers awards will lapse: in the event of a takeover, merger, scheme
of arrangement or other similar event involving a change of control of the Company or a demerger of a substantial part of the
Group, or a special dividend, or an event which has the effect of materially changing the Group’s business, or an Executive Director’s
employment with the Group terminates by reason of a transfer of his/her employment to an entity outside the Group or other similar
events that affects the Group’s shares to a material extent, share awards under the 2018 LTIP will vest early, subject to normal
restrictions on sale and the pro-rating of the share awards to reflect the reduced period of time between the commencement of the
performance period and the early vesting; and
• The Remuneration Committee can decide not to apply restrictions on sale or pro rata a share award if it regards it as inappropriate to
do so in the particular circumstances; and other payments, such as legal or other professional fees, relocation or outplacement costs,
payments to settle legal claims may be paid if it is considered appropriate and is at the absolute discretion of the Remuneration
Committee.
Policy on external Board appointments
The long-standing policy of allowing Executive Directors to hold external Non-Executive Directorships with the prior approval of the
Remuneration Committee will continue. The Remuneration Committee considers that external directorships provide the Group’s
Executive Directors with valuable experience that is of benefit to Glanbia. The Remuneration Committee believes that it is reasonable
for the individual Executive Director to retain any fees received from such appointments, given the additional personal responsibility
that this entails.
Remuneration below Executive Directors
The Group’s remuneration principles and the Policy underpin remuneration practice across the Group. Below the level of the Executive
Directors, similar principles and policy framework, as outlined in the preceding pages, cascade as far as possible, taking account of
seniority and relevant local market practice.
The table below outlines the reward elements which apply to employees across the Group depending on their level of seniority and
market location.
Element
Description
Base salary (fixed)
Set by reference to role responsibilities relative to the relevant local market based on external
independent market data against appropriate peer companies. Reviewed annually in consideration of
personal performance with any change of pay approved by a member of the Group Operating Executive
(and by the Remuneration Committee for senior executives falling under its remit).
Pension (fixed)
Employees participate in retirement benefits applicable to their local market and in line with relevant
scheme rules and Company practice.
Other benefits (fixed)
Employees participate in other benefits applicable to their local market and in line with relevant rules and
Company practice. Other benefits may include car benefit, illness benefit, medical insurance, relocation
expenses/payments.
Short-Term Performance
Related Incentive (variable)
The annual incentive potential is based on appropriate and specific Group or Business Unit measures, as
determined by the Remuneration Committee. For designated senior executives, deferral of the proportion
of the annual incentive earned once the appropriate taxation and social security deductions have been
made will be invested in shares in the Company and delivered over three years following investment.
Long-Term Performance
Related Incentive (variable)
The LTIP is focused on key Group financial metrics aligned to the awards made to the Executive Directors.
The Remuneration Committee may also assign a portion of the share award as restricted stock over
the performance period with annual vesting of restricted stock awards to ensure incentive awards are
aligned to market practice and remain competitive in the markets in which Glanbia operates.
128 Glanbia plc | Annual Report and Financial Statements 2024
Consideration of employment conditions elsewhere in the Group
The Remuneration Committee considers all employees across the Group when establishing and implementing policy for Executive
Directors. Senior and high-performing individuals within the organisation are invited to participate in both annual and long-term
incentive arrangements. Similar to the Executive Directors, incentives are calibrated to provide appropriate rewards only on the
achievement of superior performance. In addition, senior executives below Board level may be eligible to participate in restricted stock
awards as part of the annual LTIP grant.
The Remuneration Committee has not previously consulted directly with employees when formulating Executive Director pay policy.
However, it does solicit and take into account information provided by the Group Human Resources function and the independent
external advice from its Remuneration Advisers. During 2024 there has been engagement with employees to explain how executive
remuneration aligns with the wider Company policy.
Gabriella Parisse is the designated Non-Executive Director for workforce engagement and had the opportunity to meet with employees
at all levels of the organisation during 2024 across various conferences, engagement sessions and townhalls held in Ireland and the
US. These integral sessions provided a forum for the Workforce Engagement Director to share detailed global priorities as well as
engagement survey updates that focused on key Board initiatives that centre on equity, inclusion, communication and wellbeing. Those
who attended the sessions were highly engaged and were positive in their view of the Company’s efforts to address concerns raised via
the engagement survey, the facilitation of hybrid working through the smart working programme and the ability to make connections
in-person through coordinated site activities being appreciated. An overview was also provided on the remit of Board committees on
remuneration, audit and ESG oversight and an emphasis was placed on the Board’s keen desire to hear the voice of the employee and to
take that into account when decisions were being made.
Elements of remuneration for Non-Executive Directors
The Remuneration Policy for the Group Chairman and Non-Executive Directors is set out below.
Element
Objective
Description
Annual fees
Recognise market value of
role, job size, responsibility
and reflects individual skills
and experience.
Set by reference to market rates based on an external independent
evaluation of comparator companies of a similar scale and complexity.
Includes a base fee for the role of Non-Executive Director and additional
fees reflecting responsibilities for chairmanship of a committee of the
Board and Senior Independent Director, additional fees as appropriate for
other roles and increased time commitments. The Group Chairman fee is
reviewed from time-to-time by the Remuneration Committee and other
Non-Executive Director fees are reviewed by the Board. Any reviews usually
take effect from 1 January in the relevant year.
The Group Chairman receives a single all-encompassing fee.
Travel allowance
To recognise the additional
time commitment associated
with travel on Company
business.
Set by reference to market rates where comparable allowances are paid
and taking into account the associated time commitment.
A travel allowance may be structured as appropriate from time to time,
taking into account the location of the Non-Executive Director and
travel commitments, including but not limited to an annual allowance,
an allowance per meeting and different allowances payable for Non-
Executives based in different continents.
Benefits and expenses
Reimburse role-based
expenses incurred during
performance of the duties of
the role.
No additional benefits are provided other than direct expenses relating to
the role. Such expenses may include travel in the course of the role for the
Group and any tax payable in respect of the reimbursement grossed up if
appropriate.
The Non-Executive Directors do not have service contracts but have letters of appointment detailing the basis of their appointment.
The Non-Executive Directors do not have periods of notice and the Group has no obligation to pay compensation when their
appointment terminates in accordance with their letters of appointment. They are subject to annual re-election at the AGM of the
Company.
Remuneration Committee Report continued
129
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
Section B: Annual Report on Remuneration
Remuneration Committee Governance
The Remuneration Committee comprises the Group Chairman who was independent on appointment and four Independent Non-
Executive Directors, of whom two members constitute a quorum.
The Group CEO, Group CFO and Chief Human Resources Officer attend Remuneration Committee meetings by invitation only and as
necessary. No Director or member of the Group Operating Executive is involved in considering their own remuneration, they absent
themselves when their remuneration is discussed. The Group Secretary and Head of Investor Relations acts as secretary to the
Remuneration Committee.
Remuneration best practices
The Remuneration Committee complies with all relevant reporting and legislative requirements applicable to an Irish incorporated
company with a primary listing on Euronext Dublin. With a secondary Equity Shares (“ESCC”) category listing on the London Stock
Exchange, the Remuneration Committee has also resolved on a voluntary basis to align, to the extent it considers possible and
appropriate having had regard to Irish law, the Directors’ Remuneration Policy and remuneration reporting with UK remuneration best
practices including the regulations applicable to UK incorporated and listed companies.
The Remuneration Committee receives independent external advice on executive remuneration from Korn Ferry, a member of the
Remuneration Consultants Group and signatory to its Code of Conduct, who were appointed as Remuneration Advisers in 2019 following
a competitive selection process in the same year. Korn Ferry, who do not have any connection with any Directors of the Company,
provide advice to the Remuneration Committee which supports robust and sound decision making. The Remuneration Committee is
satisfied that its remuneration advisers act independently. Korn Ferry fees for advising the Remuneration Committee during 2024 were
€115,000.
The Remuneration Committee is committed to strong and effective engagement with its stakeholders and to provide remuneration
reporting disclosures that effectively explain our remuneration decisions. The Remuneration Committee continues to actively listen and
incorporate, as far as possible, the views of the stakeholders.
Executive Directors’ Remuneration 2024
Executive Director Remuneration Payments 2024
Fixed Pay
Annual Incentives
Long-term
Incentives
Executive Directors
Full
Year
Base
salary
€’000
Pension
contribution
€’000
Other
benefits1
€’000
Annual
incentive
(payable
in cash)2
€’000
Annual
incentive
(deferred
shares)3
€’000
Long-term
incentive4,5
€’000
Total
fixed
pay
€’000
Total
variable
pay
€’000
Total
€’000
H McGuire
2024
1,000
–
212
997
997
1,043
1,212
3,037
4,249
M Garvey
2024
658
79
66
524
524
1,044
803
2,092
2,895
2023
633
76
67
625
625
1,852
776
3,102
3,878
1.
Other benefits include car allowance, medical/life assurance, tax equalisation payment to M Garvey in respect of the DC pension contribution in Ireland, taxable
cash in lieu of pension payments of 12% of salary.
2. This reflects the proportion of the annual incentive payable in cash to Executive Directors in respect of performance for full year 2023 and 2024 performance.
3. 50% of the annual incentive will be deferred, with 30% being released after 2 years and 20% after 3 years.
4. For 2023, this reflects the value of the 2021 share award which vested on 21 May 2024. The vesting value has been updated from the 2023 Remuneration Report
with the actual share price on vesting. For 2024, this reflects the value of the 2022 share award which will not vest before 11 May 2025, where the performance
period ended on 4 January 2025. The gross value of the 2022 award is calculated using the official closing share price on 3 January 2025 (last day of trading for the
2024 financial year) of €13.50. Vested awards are held for a 2-year period from the date of vest.
5. For 2024 this reflects the vest of H McGuire’s 2022 LTIP award, at which time he held the position of GPN CEO.
130 Glanbia plc | Annual Report and Financial Statements 2024
Fixed Remuneration 2024
Base salary 2024
The Group CEO’s base salary was set on appointment. The base salary of the Group CFO increased by 4.0% to €658,336, effective
1 January 2024, which was lower than the increase for the broader employee population.
Pension 2024
Both Executive Directors received pension contributions equal to 12% of salary with the Group CEO receiving a cash payment in lieu of
pension and the Group CFO participating in a defined contribution retirement plan.
Other benefits 2024
Other benefits include a car allowance, medical/life assurance and for the Group CFO who holds Irish and US citizenships, a tax
equalisation in respect of defined contribution (“DC”) pension contributions in Ireland. All benefits are subject to normal deductions per
the relevant regulations.
Annual Incentive 2024
The table below summarises the 2024 annual incentive targets, weightings and outcomes.
Measure
Weighting
Threshold
Target
Maximum
Achievement as a
% of maximum
Achievement
outcome
Adjusted EPS
50%
134.87
139.04
143.21
65.5%
32.75%
140.03
Group OCF
20%
75%
80%
90%
87.0%
17.40%
88.0%
ESG – Female Hiring %
5%
40%
45%
48%
100.0%
5.00%
55.20%
ESG – Voluntary Female Turnover %
5%
11%
10%
8%
100.0%
5.00%
7.2%
Strategic – Group CEO
20%
98.00%
98.0%
19.60%
Strategic – Group CFO
20%
97.00%
97.0%
19.40%
Outcome – Group CEO
79.75%
Outcome – Group CFO
79.55%
Group CEO
Group CFO
Overall outcome (% of salary)
199.38%
159.10%
Annual incentive award
EUR 1,993,750
EUR 1,047,412
1.
The 2024 adjusted EPS outcome was 140.03 $cent adjusted to 140.34 $cent when the impact of the acquisition during the year was excluded.
2. The 2024 OCF outcome was 88.0% adjusted to 87.4% when the impact of the acquisition during the year was excluded.
Key Strategic Objectives 2024
Strategic objectives are aligned with the Group strategy reflecting the Executive Director’s personal contribution to organisational
effectiveness, the execution of the strategic growth plan and driving innovation capability. The Group CEO proposed the strategic
performance objectives for the Group CFO, with the Group CEO’s strategic objectives proposed by the Group Chairman and all
objectives approved, monitored during the year and scored by the Remuneration Committee.
Group CEO
Hugh McGuire
Measure/Objective
Weighting %
Performance Assessment
Achievement %
Objective 1 – Deliver key growth initiatives
for GPN including brand revenue and
consumption growth in ON.
7%
A strong year for margin performance at GPN with above
guidance achievement of 16.9%. Solid double-digit growth for
ON and good clarity brought in year to the growth engines for
GPN & portfolio priorities.
6%
Objective 2 – Deliver key growth initiatives
for GN including volume and margin
growth.
7%
GN NS volume growth was in line with guidance to market
at 3.6% and included strong EBITDA margins well ahead
of guidance at 19.8%. There is a clear path forward on the
development of the GN business as we enter 2025 with
the split of the business into Dairy Nutrition and Health &
Nutrition segments.
7%
Objective 3 – Deliver key growth initiatives
for Group including focus on margin
delivery and EPS growth.
5%
Delivered EPS growth of 6.8% in line with guidance to market.
Significant investor engagement across the year both
individually and at conferences, with a successful analyst event
held in October.
5%
Remuneration Committee Report continued
131
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
Measure/Objective
Weighting %
Performance Assessment
Achievement %
Objective 4 – Team development.
10%
Facilitated leadership team development and succession
planning with the appointment of a number of roles to the Group
Operating Executive, the Chief Digital & Transformation Officer
and with the retirement of the GPN CEO an opportunity arose to
elevate the leadership appointment of CEO GPN Americas and
CEO GPN International. In addition, a Chief Strategy Officer has
been named to join the Group Operating Executive in 2025.
10%
Objective 5 – Drive Group growth strategy
through intentional portfolio assessment.
10%
Strategic portfolio review completed and approved by the Board
with clear output for future growth. The split of GN into two
segments and communication to the market was a key outcome.
Capital allocation decisions well executed, through
a combination of organic growth, M&A activity and share
buybacks.
10%
Objective 6 - M&A: build out pipeline that
supports the growth strategy.
6%
Flavor Producers acquisition completed in April and will be a
dedicated platform within GN. Development of pipelines for both
businesses continued with emphasis on portfolio strategy into
the future.
6%
Objective 7 - Digital Transformation
5%
Business case signed off and executed, with internal
communication completed in year.
5%
Total achievement
50%
49%
Group Chief Financial Officer
Mark Garvey
Measure/Objective
Weighting %
Performance Assessment
Achievement %
Objective 1 – Investor Relations: develop
and execute plans.
4%
Important strategic progress across multiple engagements,
with successful analyst event in October. Broadened investor
relations engagement to include additional senior leaders within
the business which was welcomed and will continue to elevate
the engagement in 2025.
4%
Objective 2 – Finance Team Development.
8%
Significant internal successions within the finance teams in 2024,
the GN CFO, GPN CFO and the Group Financial Controller roles
were filled by internal candidates. Strong pipelines for talent
succession have been built with broader functionality.
8%
Objective 3 – Transformation: ensure
significant Transformation initiatives are
supported and implemented.
5%
Continued to navigate a successful Tirlán transition and
provided key support to Executive colleagues in the launch and
progression of digital transformational activities and projects.
5%
Objective 4 – Functional Finance
Developments.
3%
Strong delivery here including a robust tender process for
auditor appointment.
3%
Objective 5 – Group Strategy and Portfolio
evolution.
6%
Key thought partner on the evolution of the Group strategy
including the GN segmentation and clarity on the growth
engines.
6%
Objective 6 - M&A: delivery of acquisitions
that support the growth strategy.
5%
Flavor Producer acquisition was completed and well received.
Continues to support on GN segmentation and other M&A
activity.
5%
Objective 7 - Margin Improvement Plan.
3%
Deliberate and successful focus on cost efficiencies across the
entire organisation through strategy review to coincide with
transformation of announced growth structure.
3%
Objective 8 - Group Infrastructure & Costs.
6%
Good progress made over the course of the year with respect to
cost efficiencies across the Group with continued optimisation
into 2025.
4.8%
Total achievement
40%
38.8%
132 Glanbia plc | Annual Report and Financial Statements 2024
Vesting of 2022 Long-Term Incentive Share Awards
The 2022 share awards granted on 11 May 2022 had a three-year performance period (2022 to 2024) which ended on 4 January 2025.
Performance against the targets set has been measured and independently verified by external advisers on behalf of the Remuneration
Committee with vesting as follows:
Measure
Weighting
Threshold
Maximum
Outcome as a %
of maximum
Weighted outcome
Group EPS
40%
4% CAGR
9% CAGR
100.0%
40.00%
14.74%
Group ROCE
40%
8%
11%
100.0%
40.00%
11.89%
Group ESG
20%
100.0%
20.00%
Scope 1 & 2 Emissions
20% Reduction
<29% Reduction
30%
Outcome
100.0%
•
LTIP targets for the three-year performance period normally include the impact of acquisitions and disposals to determine vesting. Following the completion of
the disposal of the Company’s interest in Glanbia Ireland in 2022, and given the exceptional nature of the disposal the Remuneration Committee considered the
impact when setting LTIP targets for 2022 and determined that the 2021 adjusted EPS for continuing operations would be the base for assessing performance
over the three-year period.
•
FY2021 Group adjusted EPS for continuing operations of 92.05 cents (USD) has been restated on a constant currency using 2024 translation rates. Adjusted
EPS is calculated as the profit attributable to the equity holders of the Company before exceptional items and intangible asset amortisation and impairment
(excluding software amortisation) net of related tax, divided by the weighted average number of ordinary shares in issue during the year excluding ordinary
shares purchased by the Group and held as own shares. FY 2024 Group adjusted EPS is 140.03 cents. The EPS performance condition is measured using constant
currency to reflect more accurately underlying earnings performance and remove any distortionary effect of currency volatility.
•
Group ROCE is defined as the Group’s earnings before interest, and amortisation (net of related tax) plus the Group’s share of the results of joint ventures after
interest and tax divided by capital employed. Capital employed comprises the sum of the Group’s total assets plus cumulative intangible asset amortisation and
impairment less current liabilities and deferred tax liabilities excluding all borrowings and lease liabilities, retirement benefit assets, cash and acquisition related
contingent consideration and contract options. It is calculated by taking the average of the relevant opening and closing balance sheet amounts. In years where
the Group makes significant acquisitions or disposals, the ROCE calculation is adjusted appropriately, to ensure the acquisition or disposal are equally time
apportioned in the numerator and the denominator.
The vesting of the share awards granted to Executive Directors in 2022 which will not vest before 11 May 2025 is as follows:
Executive Directors
Total number of
shares awarded
Number of
shares to vest
in 2025
Percentage
outcome %
Value at grant
of the shares
vesting (A)
Change in value
over vesting
period of share
vesting (B)
Total vesting
value (A+B) ¹
H McGuire
77,230
77,230
100%
€916,720
€125,885
€1,042,605
M Garvey
77,363
77,363
100%
€918,299
€126,102
€1,044,401
1.
This reflects the value of share awards expected to vest in 2025 with a three-year performance period ended on 4 January 2025. The total vesting values have
been estimated using the official closing share price on 3 January 2025 (last day of trading for FY 2024) of €13.50. The value at grant of the shares vesting was
€11.87 being the mean between the high and low of a Glanbia plc share on 10 May 2022 (being the last day of trading on the Euronext Dublin before the grant of the
award on 11 May 2022), which was the value used to determine the number of shares of the 2022 award.
Long-Term Incentive Plan share awards 2023 and 2024
Details of the 2024 LTIP awards made to the Group CEO and Group CFO on 7 May 2024 are as follows:
Executive Director
Type of award
Basis of award
Face value of award 1
Number of shares under
award
End of performance period
H McGuire
Conditional award
150% of salary
€1,503,625
84,759
2 January 2027
M Garvey
Conditional award
€1,028,299
57,965
1.
Face value calculated using a share price of €17.74 being the mean between the highest and lowest share price on the date of grant.
As set out in the 2023 Remuneration Report, the following retention award was made to the Group CFO on 14 June 2024:
Executive Director
Type of award
Basis of award
Face value of award 1
Number of shares under
award
End of vesting period 2
M Garvey
Conditional award
100% of salary
€658,171
42,545
31 December 2025
1.
Face value calculated using a share price of €15.47 being the volume weighted average Glanbia plc share price for the month of December 2023.
2. Award subject to a further post vesting 12 month holding period.
Remuneration Committee Report continued
133
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
The performance conditions and weightings for all outstanding share awards are set out in the following table.
2023 Performance Measures Financial Period 2023 – 2025
2024 Performance Measures Financial Period 2024 – 2026
Performance Condition
Weighting %
of max
Vesting 0%
Vesting 25%
(Threshold)¹
Vesting 100%
(Maximum)¹
Weighting %
of max
Vesting 0%
Vesting 25%
(Threshold)¹
Vesting 100%
(Maximum)¹
Group EPS
Three-year adjusted EPS
40%
< 5% CAGR
= 5% CAGR ≥ 10% CAGR
40%
< 5% CAGR
= 5% CAGR ≥ 10% CAGR
Group ROCE
40%
< 10%
= 10%
≥ 13%
40%
< 10%
= 10%
≥ 13%
ESG measures
20%
See table below
20%
See table below
1.
Straight line vesting between threshold performance and maximum performance for Group EPS and ROCE.
Achievement against financial performance conditions is determined on a constant currency basis to reflect more accurately
underlying earnings performance and remove any distortionary effect of currency volatility. LTIP performance targets are set with
future acquisitions in mind and are therefore reflective of the expected impact acquisitions may have on key performance conditions.
This approach acknowledges the strategic importance of acquisitions to the Group’s long-term performance and strategy.
ESG measures
2023 – 2025 LTIP (20% weighting)
Weighting
Vesting 0%
Vesting 25%
(Threshold)
Vesting 100%
(Maximum)
Scope 1 & 2 emissions (reduction vs 2022 base year)
10%
<26%
26%
31%
Water (reduction vs 2021 base year)
5%
<8%
8%
11%
Packaging (% of packaging that is recyclable)
5%
<75%
75%
87%
2024 – 2026 LTIP (20% weighting)
Weighting
Vesting 0%
Vesting 25%
(Threshold)
Vesting 100%
(Maximum)
Scope 1 & 2 emissions (reduction vs 2023 base year) 1
10%
<32%
32%
43%
Packaging (% of packaging that is recyclable)
10%
<82%
82%
88%
1.
The 2023 DRR called out the base year for scope 1 & 2 emissions as 2022, this has been corrected to 2023.
Adjusted EPS performance
The graph illustrates the adjusted Earnings per Share (EPS) performance of the Group over the performance period of the three
preceding years 2022 - 2024.
2022
140.03
131.37
109.57
2023
2024
100
160
40
20
0
140
80
120
60
Adjusted EPS Outcome 2022
Adjusted EPS Outcome 2023
Adjusted EPS Outcome 2024
134 Glanbia plc | Annual Report and Financial Statements 2024
Group CEO total remuneration
The table below sets out the remuneration received by the Group CEO.
2015
2016
2017
2018
2019
2020
2021
2022
2023
20242
Total Remuneration
€’000
2,631
3,133
3,229
3,466
1,5771
2,310
3,459
6,313
8,647
4,249
Annual Incentive
achieved as a %
of maximum
81.2%
90.5%
71.6%
92.8%
0.0%1
36.3%
97.7%
88.2%
98%
79.8%
Long-term Incentives
achieved as a %
of maximum
74.98%
81.07%
76.79%
58.13%
17.64%
21.0%
21.6%
65.9%
100%
100%
1.
S Talbot voluntarily waived the entire 2019 annual incentive which would have otherwise resulted in a Total Remuneration earned in 2019 of €2.104 million. Annual
Incentive earned in 2019 was 33.4% of maximum.
2. S Talbot was Group CEO from 2015-2023 and was succeeded by H McGuire as Group CEO in 2024.
Directors shareholdings
As at 4 January 2025 the Executive Directors share ownership against the guidelines was as follows:
Executive Directors
Shares held as at
4 January 2025
% of base salary
based on market
value as at
4 January 20251
Shareholding
guideline
H McGuire
282,232
423%
250%
M Garvey
281,671
642%
200%
1.
The market values were estimated using the official closing price of a Glanbia plc share on 3 January 2025 (being the last day of trading on the Euronext Dublin
before year end 4 January 2025) of €13.50.
Other disclosures
Dilution
Share awards granted under the 2018 LTIP and the Annual Deferred Incentive are satisfied through the funding of employee benefit
trusts which acquire shares in the market. The Company’s employee benefit trusts held 1,343,532 shares at 04 January 2025.
Payments to past Directors and payment for loss of office
There are no payments for loss of office, and no payments to past Directors, other than already disclosed in this Report.
Remuneration Committee Report continued
135
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
Change in remuneration of Directors compared to employees
The table below shows the percentage change in total remuneration using the single figure methodology for the last four financial years
for the Directors of the Company and the average of all permanent employees of the Group on a full-time equivalent basis. For the
purpose of this disclosure the Group is defined as all employees of wholly-owned entities in US and Ireland who are deemed to be most
representative of the global workforce.
2020-20241
Total
remuneration
2024
€’000
Total
remuneration
2023
€’000
Total
remuneration
2022
€’000
Total
remuneration
2021
€’000
Total
remuneration
2020
€’000
Change
in total
remuneration
% 2023 to
2024
Change
in total
remuneration
% 2022 to
2023
Change
in total
remuneration
% 2021 to
2022
Change
in total
remuneration
% 2020 to
2021
Executive Directors
Group
CEO6
Earned
4,249
8,647
6,313
3,497
2,310
-50.9%
37.0%
80.5%
51.4%
Group
CFO
Earned
2,895
3,878
2,922
1,822
1,238
-25.4%
32.7%
60.4%
47.2%
Non-Executive Directors5
D Gaynor
360
346
335
325
150
4.0%
3.3%
3.1%
116.7%
P Ahern3
–
15
43
43
43
–
-65.1%
0%
0%
R Brennan
110
93
90
85
–
18.3%
6%
40.8%
–
P Duffy
110
106
100
71
–
3.8%
6%
40.8%
–
B Hayes3
41
69
43
43
43
-40.6%
60.5%%
0%
0%
I Haaijer
97
93
38
–
–
4.3%
144.7%
0%
0%
J Lodge
110
106
103
93
14
3.8%
2.9%
10.8%
564.3%
JG Murphy
97
69
43
43
56
40.6%
60.5%
0%
-23.2%
J Murphy3
–
15
43
43
10
–
-65.1%
0%
330.0%
P Murphy3
33
69
43
43
45
-52.2%
60.5%
0%
-23.2%
G O’Brien2
56
–
–
–
–
0%
–
–
–
T Phelan2
56
–
–
–
–
0%
–
–
–
D O’Connor
110
106
103
95
95
3.8%
2.9%
8.4%
0%
K Underhill
127
123
50
–
–
3.3%
146%
–
–
G Parisse
127
72
–
–
–
76.4%
0%
–
–
Average
remuneration on
full-time equivalent
basis Employees of
the Group4
90
89
91
84
81
1.1%
-2.2%
8%
4%
1.
For supporting notes regarding 2020, 2021, 2022 and 2023 remuneration, reference should be made to the 2020, 2021, 2022 and 2023 Remuneration Reports.
2. Gerard O’Brien and Tom Phelan were appointed as Society nominations effective 1 June 2024.
3. Brendan Hayes and Patrick Murphy retired from the Board 31 May 2024 and 1 May 2024, respectively. Patsy Ahern and John Murphy retired from the Board 4 May 2023.
4. Average remuneration was determined based on workforce of wholly-owned entities in Ireland and the US, which is most representative of the global workforce.
5. Non-Executive Director fees were increased for FY 2024 by 4% save for (a) the Non-Executive Directors nominated by the Society fees were aligned with those of
other Non-Executive Directors effective 1 July 2024 and (b) certain other Non-Executive Directors Committee memberships changed during 2024. These changes
result in slightly larger increases than the overall 4% increase for 2024 because the increases in 2023 were not for a complete year.
6. S Talbot was Group CEO from 2015-2023 and was succeeded by H McGuire as Group CEO in 2024.
Group CEO to all-employee pay ratio
Whilst not a reporting requirement, a voluntary disclosure on Group CEO pay ratio is set out below. The disclosure is based on the
workforce of wholly-owned entities in Ireland and the US, which is most representative of the global workforce. Total remuneration
has been determined using the ‘single total figure’ methodology as it provides a like-for-like comparison between the Group CEO and
other employees. All elements of remuneration were calculated on a full-time and full-year equivalent basis and no adjustments or
assumptions were made by the Remuneration Committee.
The Committee notes that the median pay ratio for 2024 has decreased compared to 2023. This is primarily driven by the nature of the
Group CEOs’ remuneration structures rather than changes in wider workforce remuneration. The Remuneration Committee is satisfied
that the pay ratio is appropriate relative to the strong performance achieved during the year and is consistent with Glanbia’s reward
and progression policies. The Remuneration Committee is committed to ensuring that remuneration structures below Board level are
appropriate and enable the business to attract, retain, incentivise and reward our people – see page 128 for further details on our below
Board level remuneration arrangements.
Financial Year
P25 (Lower
Quartile)
P50
(Median)
P75 (Upper
Quartile)
Group CEO
(€’000)
2019
Total Remuneration Ratio
41
28
18
1,5771
2020
Total Remuneration Ratio
57
41
26
2,310
2021
Total Remuneration Ratio
86
62
39
3,497
2022
Total Remuneration Ratio
119
91
64
6,313
2023
Total Remuneration Ratio
160
121
86
7,949
2024
Total Remuneration (€’000)
51
67
95
4,249
Total Remuneration Ratio
83
63
45
–
Base Salary (€’000)
43
51
69
1,000
1.
In 2019 S Talbot was paid Total Remuneration of €1.577 million but earned €2.104 million. S Talbot voluntarily waived the entire 2019 annual incentive, 33.4% of maximum.
136 Glanbia plc | Annual Report and Financial Statements 2024
Implementation of policy in 2025
Salary, pension and benefits
The base salary increases for the Group CEO and Group CFO will be determined in line with the wider workforce later in the year and to
the extent made will be disclosed in next year’s Remuneration Committee Report.
Benefits are the same as for 2024.
2025 Annual incentive
The Annual Incentive opportunity for the Group CEO and Group CFO in 2025 is 250% and 200% of salary, respectively.
The Annual Incentive is based on the following measures:
Measure
Weighting
Group adjusted EPS
50%
Group Operating Cash flow
20%
Strategic objectives
20%
ESG
10%
The ESG measures in the 2025 annual incentive will continue to focus on increasing female representation.
Targets and performance against them will be disclosed in our 2025 Remuneration Committee Report.
2025 LTIP share awards
The 2025 share awards will be made at 150% of salary for both the Group CEO and Group CFO.
Executive Directors
Weighting
Vesting 0%
Vesting 25%
(Threshold)
Vesting 100%
(Maximum)
Group adjusted EPS
Three-year adjusted EPS CAGR
50%
< 4% CAGR
= 4% CAGR
≥ 9% CAGR
Group ROCE
40%
< 10%
= 10%
≥ 13%
Scope 1 & 2 emissions (reduction vs 2024 base year)
5%
<34%
34%
40%
Packaging (% of packaging that is recyclable)
5%
<93%
93%
97%
Application of Remuneration Policy for 2025
The chart below shows how the composition of each of the Executive Directors packages varies at different levels of performance
under the operation of the Remuneration Policy for 2025. The assumptions noted for “target” performance are provided for illustration
purposes only.
0
1000
2000
3000
4000
5000
6000
7000
€5,931
23%
48%
29%
€5,181
€3,112
€808
100%
€1,713
47.17%
38.42%
14.41%
€3,606
26%
42%
32%
€2,806
45%
13%
42%
€1,181
100%
€’000
Below
target
Target
Maximum
Below
target
Target
CEO
CFO
Maximum
Fixed Pay
Annual Bonus
LTIP
LTIP with 50% Share Price Growth
Remuneration Committee Report continued
137
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
Threshold
Target
Maximum
1. Assuming constant share price; and
2. Assuming 50% increase in share price
Fixed pay
Fixed pay, being base salary as at the 1st January 2025, pension allowances for the 2025 financial year and other
benefits taken from the single total figure for the prior year
Annual Incentives Nil
125% of salary for the Group CEO
100% of salary for the Group CFO
250% of salary for the Group CEO
200% of salary for the Group CFO
Long-term
incentives
Nil
25% vesting of share awards
37.5% of salary for Group CEO and Group CFO
100% vesting of share awards
150% of salary for Group CEO and Group CFO
Non-Executive Director fees
During the year there was a review of fee for the Group Chairman and Non-Executive Directors to ensure they took into account the
time commitment, skills and experience of the Non-Executive Directors as well as market rates. This review was supported by Ellason
LLP, who have no other connection with the Company. Careful consideration was also given to the time required to travel to meetings,
particularly given some of the Non-Executive Directors are travelling from other continents. Increases to the fee for the Group Chairman
and Non-Executive Director base fees will be considered later in the year and to the extent made will be disclosed in next year’s
Remuneration Committee Report. The fee for the Senior Independent Director and Committee Chairs is increased to €15,000, a fee for
the Non-Executive Director of Workforce Engagement is introduced (this role was previously held by the Group Chairman) and some
changes have been made to the travel allowance. A summary of the fee levels is provided below:
Role Fee
2025 €
2024 €
Group Chairman (all encompassing)
360,246
360,246
Role Base Fee
Non-Executive Director
96,782
96,782
Additional Role Fee
Senior Independent Director
15,000
13,442
Committee Chairs
15,000
13,442
Non-Executive Director for workforce engagement
7,000
-
International Travel Allowances per meeting
Non-Executive Directors for international travel of at least five hours
6,000
-
Non-Executive Directors for international travel less than five hours
2,000
-
Directors’ Remuneration Report results at 2024 AGM
Resolution to receive and consider the Directors’ Remuneration Report for the year ended 30 December 2023
For
%
Against
%
Total excluding
withheld
%
Withheld
%
Total including
withheld
%
159,891,039
98.61%
2,250,226
1.39%
162,141,265
100.00%
732
0.00%
162,141,997
100.00%
Directors’ Remuneration Policy results at 2023 AGM
Resolution to receive and consider the Directors’ Remuneration Policy 2024-2026
For
%
Against
%
Total excluding
withheld
%
Withheld
%
Total including
withheld
%
117,005,496
72.16%
45,136,256
27.84%
162,141,752
100.00%
245
0.00%
162,141,997
100.00%
Directors’ interests in shares in Glanbia plc
Tables A-B on the following pages gives details of the Directors’ interests in shares in Glanbia plc held by Directors and the Group
Secretary and Head of Investor Relations, and their connected persons as at 4 January 2025. The official closing share price on
3 January 2025 (last day of trading for the 2024 financial year) was €13.50 and the range during the year was €13.33 to €19.19. The
average price for the year was €13.93.
138 Glanbia plc | Annual Report and Financial Statements 2024
Table A: 2024 Directors remuneration
The salary, fees and other benefits pursuant to the remuneration package of each Director during the year were:
Date of Directorship
appointment (“App”)/
retirement (“Ret”)
Salary
€’000
Fees
€’000
Pension
contribution1
€’000
Other
benefits2
€’000
Annual
Incentive
paid in
cash3
€’000
Annual
Incentive
deferred
into
shares4
€’000
Long-term
Incentive5
€’000
2024
Total
€’000
2023
Total6
€’000
Executive Directors
H McGuire
1,000
–
–
212
997
997
1,043
4,249
–
M Garvey
658
–
79
66
524
524
1,044
2,895
3,878
S Talbot7
Ret 31 December 2023
3
–
–
1,061
–
–
1,311
2,375
8,647
2024
1,661
–
79
1,339
1,521
1,521
3,398
9,519
–
2023
1,777
–
76
584
2,026
2,026
6,036
–
12,525
Non-Executive Directors
D Gaynor
–
360
–
–
–
–
–
360
346
P Ahern
Ret 4 May 2023
–
–
–
–
–
–
–
–
15
R Brennan
App 1 January 2021
–
110
–
–
–
–
–
110
93
P Duffy
App 1 March 2021
–
110
–
–
–
–
–
110
106
I Haaijer
App 1 August 2022
–
97
–
–
–
–
–
97
93
B Hayes
Ret 31 May 2024
–
41
–
–
–
–
–
41
69
J Lodge
–
110
–
–
–
–
–
110
106
JG Murphy
–
97
–
–
–
–
–
97
69
J Murphy
Ret 4 May 2023
–
–
–
–
–
–
–
–
15
P Murphy
Ret 01 May 2024
–
33
–
–
–
–
–
33
69
D O’Connor
–
110
–
–
–
–
–
110
106
K Underhill
App 1 August 2022
–
127
–
–
–
–
–
127
123
G Parisse
App 1 June 2023
–
127
–
–
–
–
–
127
72
G O’Brien
App 1 June 2024
–
56
–
–
–
–
–
56
–
T Phelan
App 1 June 2024
–
56
–
–
–
–
–
56
–
2024
–
1,434
–
–
–
–
–
1,434
–
2023
–
1,282
–
–
–
–
–
–
1,282
Total 2024
1,661
1,434
79
1,339
1,521
1,521
3,398
10,953
–
Total 2023
1,777
1,282
76
584
2,026
2,026
6,036
–
13,807
1.
M Garvey participates in the Glanbia defined contribution plan with a DC contribution of 12% in 2024.
2. Other benefits include car allowance, medical/life assurance, tax equalisation payment to M Garvey in respect of DC pension contribution in Ireland, taxable cash
in lieu of pension payments of 12% of salary to H McGuire.
3. This reflects the proportion of the gross Annual Incentive (50% of total Annual Incentive) payable in cash to Executive Directors in respect of performance for full
year 2024.
4. This reflects the proportion of the gross Annual Incentive (50% of total Annual Incentive) which will be invested in shares. Following the deduction of appropriate
taxation and social security 30% will be retained for two years and 20% will be retained for three years.
5. This reflects the value of the 2022 share awards which will vest on 11 May 2025, earliest, the performance period for which ended on 04 January 2025. The gross
value is calculated using the official closing price of a Glanbia plc share on 03 January 2025 (being the last day of trading on the Euronext Dublin for the 2024
financial year) of €13.50. 2022 vested share awards will be held for a two year period from the date of vest.
6. 2023 Total Remuneration has been restated to update the value of the 2021 share awards to the value on the date of vest, 21 May 2024. The restated gross value is
calculated using the official opening share price on the date of vest of €17.90. 2021 vested share awards will be held for a two year period to May 2026.
7. Under non-solicitation and non-compete restrictive covenants which were put in place and formed part of our shareholder approved policy in 2018, Ms. Talbot will
receive 12 months’ base salary (€1,144,002) payable in 12 equal monthly instalments in arrears. The amount disclosed under “Other Benefits” reflects the portion
of the non-compete paid in FY 2024. There are no payments to Ms. Talbot in lieu of notice and total payments on stepping down from the Board do not exceed 12
months’ base salary. Ms. Talbot’s 2022 LTIP awards have been prorated for service and tested for performance, vested shares will be held for a two year period to
May 2027.
Details of Directors’ long-term awards expected to vest in respect of performance to 04 January 2025 are set out on page 132.
The cash in lieu of pension of the Executive Directors during the year was as follows:
Total annual
cash in lieu
of pension at
04 January
2025
€’ 000
H McGuire
120
2024
120
Remuneration Committee Report continued
139
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
Table B: Directors’ and Secretary’s interests in ordinary shares in Glanbia plc
Notes
As at
4 January 2025
Ordinary Shares
As at
31 December 2023
Ordinary Shares*
Directors
D Gaynor
10,000
10,000
H McGuire
1,2
282,232
219,931
R Brennan
4,000
4,000
P Duffy
12,000
6,930
M Garvey
1
281,671
207,667
I Haaijer
–
–
J Lodge
5,000
5,000
J G Murphy
11,849
11,849
G O’Brien
3
6,181
6,181
D O’Connor
15,000
7,680
G Parisse
–
–
T Phelan
3
11,400
11,400
K Underhill
–
–
639,333
490,638
Secretary
L Hennigan
4,048
8,968
*
or at date of original appointment to the Board if appointed during financial year.
1.
Executive Director.
2. Appointed 1 January 2024.
3. Appointed 1 June 2024.
Note: Apart from the interests set out above, the Directors and Secretary had no other interests in the shares / securities of the
Company or its Group undertakings at 4 January 2025.
The Directors and Secretary did not use their shares as security during 2024.
140 Glanbia plc | Annual Report and Financial Statements 2024
Statutory information and Forward-looking statement
Principal activities, strategy and business model
Glanbia plc is a Better Nutrition company, headquartered in Ireland, with people based in 32 countries worldwide.
The Group’s business model and strategy are summarised in the Strategic Report on pages 12-21.
The Group Chairman’s statement on pages 8-9, the Chief Executive Officer’s review on pages 10-11, the Operations review on pages
26-33 and the Chief Financial Officer’s review on pages 34-39 contain a review of the development and performance of the Group’s
business during the year, of the state of affairs of the business at 4 January 2025, of recent events and of likely future developments.
Information in respect of events since the year end is included in these sections and in Note 36 to the Financial Statements.
As set out on page 37, the Group reported a profit for the period of $164.7 million after exceptionals. Comprehensive reviews of the
financial and operating performance of the Group during 2024 are set out in the Chief Financial Officer’s review on pages 34-39 and in
the Operations review on pages 26-33. Key Performance Indicators are set out on pages 20-21. The treasury policy and the financial risk
management objectives of the Group are set out in detail in Note 30 to the Financial Statements. Our approach to our people, diversity,
equity and inclusion, and our stakeholders are discussed on pages 24-25, pages 44-45 and page 90 and sustainability is discussed on
pages 42-63.
Non-financial reporting statement
The Group complies with the European Union (Disclosure of Non-Financial and Diversity Information by certain large undertakings
and groups) Regulations 2017, S.I. No. 360 of 2017 (as amended). The table on page 63 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.
Process for appointment/retirement of Directors
In addition to the Companies Act 2014, the constitution of the Company contains provisions regarding the appointment and retirement
of Directors. At each Annual General Meeting (“AGM”) the constitution of the Company provides that each Director who has been in
office at the conclusion of each of the three preceding AGMs, and who has not been appointed or reappointed at either of the two
most recently held of those three meetings, shall retire from office; however in accordance with good corporate governance, all of the
Directors are subject to annual re-election. Each of the current Directors (excluding Dan O’Connor, who will retire at the conclusion
of the 2025 AGM) will retire at the 2025 AGM and, being eligible, offer themselves for election or re-election. The constitution of the
Company also allows the election and re-election of Independent Directors, where applicable, to be conducted in accordance with the
election provisions for Independent Non-Executive Directors in the United Kingdom Financial Conduct Authority (“FCA”) Listing Rules.
No person, other than a Director retiring by rotation, shall be appointed a Director at any general meeting unless they are
recommended by the Directors or, not less than seven nor more than 42 days before the date appointed for the meeting, notice
executed by a member qualified to vote at the meeting has been given to the Company of the intention to propose that person for
appointment. If a Director is also a Director of Tirlán Co-operative Society Limited (the “Society”), the constitution of the Company
provides that their appointment as a Director shall terminate automatically in the event of them ceasing to be a Director of the Society.
The constitution of the Company also contains provisions regarding the automatic retirement of a Director in certain other limited
circumstances.
Annual General Meeting
The Company’s 2025 AGM will be held on 30 April 2025 at 11.00 a.m. at Killashee Hotel, Kilcullen Road, Killashee, Naas, Co. Kildare,
Ireland. Full details of the 2025 AGM, together with explanations of the resolutions to be proposed, will be contained in the Notice of the
2025 AGM. The record date for the 2025 AGM will be determined in accordance with section 1087G and 1105 of the Companies Act 2014.
Powers of the Directors
The Directors are responsible for the management of the business of the Company and the Group and may exercise all powers of the
Company subject to applicable legislation and regulation and the constitution of the Company. At the 2024 AGM, the Directors were
given the power to issue new shares up to a nominal amount of €5,106,522.72. This power will expire on the earlier of the close of business
on the date of the 2025 AGM or 31 July 2025. Accordingly, a resolution will be proposed at the 2025 AGM to renew the Company’s
authority to issue new shares.
Consistent with the Statement of Principles issued by the Pre-Emption Group, as updated in November 2022, at the 2024 AGM, the
Directors were also given the power to:
i. dis-apply the strict statutory pre-emption provisions in the event of a rights issue or other pre-emptive issue or in any other issue
up to an aggregate amount equal to 10% of the nominal value of the Company’s issued share capital. This 10% limit includes any
treasury shares re-issued by the Company while this authority remains operable; and
ii. dis-apply the strict statutory pre-emption provisions for an additional 10% for specific transactions. The resolution gave the
Directors an additional power to allot shares on a non-pre-emptive basis and for cash up to a further 10% of the issued share capital
in connection with an acquisition or a specified capital investment which is announced contemporaneously with the issue, or which
has taken place in the preceding six month period and is disclosed in the announcement of the issue. The 10% limit includes any
treasury shares reissued by the Company while this authority remains operable.
These powers will expire on the date of the 2025 AGM or 31 July 2025, whichever is earlier. Accordingly, resolutions will be proposed at
the 2025 AGM to renew these authorities. At the 2024 AGM, the Directors were also given the power to buy back a maximum number of
26,489,128 ordinary shares at a minimum price of €0.06 each. The maximum price was an amount equal to 105% of the average of the
middle market quotations of the Company’s ordinary shares as derived from the Euronext Dublin Daily Official List for the five business
days immediately preceding the day on which such ordinary shares are contracted to be purchased. This power will expire at the earlier
of the conclusion of the 2025 AGM or 31 July 2025 and a resolution will be proposed at the 2025 AGM to renew this power. A special
resolution will be proposed at the 2025 AGM to renew the Company’s authority to acquire its own shares. At the 2024 AGM, shareholders
141
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
also authorised the maximum and minimum prices at which the Company may reissue off-market such shares as it may purchase.
This authority will expire at the earlier of the conclusion of the 2025 AGM or 31 July 2025 (whichever is earlier) and a resolution will be
proposed at the 2025 AGM to renew this authority.
Research and development
The Group is fully committed to ongoing technological innovation in all sectors of its business, providing integrated customer-focused
product development by leveraging our global technology capabilities and expertise. Expenditure on research and development
amounted to $36.4 million in 2024 (2023: $22.1 million) as disclosed in Note 5 to the Financial Statements.
Dividends
An interim dividend of 15.64 €cent per share was paid on 4 October 2024 (an aggregate of €40.6 million) to shareholders on the share
register at the close of business on 23 August 2024. The Directors propose a final dividend of 23.33 €cent per share which based on
the issued share capital at 18 February 2025 (being the latest practicable date prior to the signing of the Financial Statements) would
equate to (an aggregate of €59.8 million) bringing the total dividend in respect of 2024 to 38.97 €cent per share (an aggregate of
€100.5 million). Subject to shareholder approval, the final dividend will be paid on 2 May 2025 to shareholders on the share register
on 21 March 2025. The foregoing amounts paid are net of dividends waived by the Group’s Employee Trusts.
Total dividends paid during 2024 amounted to an aggregate of €96.1 million (being a final dividend of 21.21 €cent per share paid on
3 May 2024 (an aggregate of €55.5 million) and an interim dividend of 15.64 €cent per share paid on 4 October 2024 (an aggregate
of €40.6 million). The foregoing amounts paid are net of dividends waived by the Group’s Employee Trusts.
All dividend payments will be made by direct credit transfer into a nominated bank or financial institution. If a shareholder has not
provided their account details prior to the payment of the dividend, a shareholder will be sent the normal tax voucher advising a
shareholder of the amount of their dividend and that the amount is being held because their direct credit transfer instructions had
not been received in time. A shareholder’s dividends will not accrue interest while they are held. Payment will be transferred to a
shareholder’s account as soon as possible on receipt of their direct credit transfer instructions.
For the past number of years, dividends have been paid in sterling to shareholders whose address, according to the Company’s share
register, is in the UK (unless they have elected otherwise). On 15 March 2021 this structure changed and a default currency of euro is
applied to all new shareholders who come on to the Company’s share register, regardless of their registered address. Where an existing
shareholder holds shares in certificated (i.e. paper) form and has previously received sterling because their registered address is in
the UK or because they have previously elected to receive sterling, they will continue to receive sterling unless they elect otherwise. All
other shareholders, from 15 March 2021, will automatically be paid in euro unless a sterling currency election is made (including those
shareholders who hold their shares in uncertificated (i.e. dematerialised) form).
Shareholders holding their shares via the central securities depository operated by Euroclear Bank or CREST will receive dividends
electronically via such systems. To avail of these facilities, shareholders should follow the applicable rules and guidelines issued by the
operators of those systems from time to time.
Irish Dividend Withholding Tax (“DWT”) must be deducted from dividends paid by an Irish resident company, unless a shareholder is
entitled to an exemption and has submitted a properly completed exemption form to the Company’s Registrar. DWT is deducted at the
standard rate of Income Tax (25%). Non-resident shareholders located in countries with a double tax treaty with Ireland and certain
Irish companies, trusts, pension schemes, investment undertakings and charities may be entitled to claim exemption from DWT. Copies
of the exemption form may be obtained from the Company’s Registrar. Shareholders should note that DWT will be deducted from
dividends in cases where a properly completed form has not been received by the market deadline for the dividend. Individuals who are
resident in Ireland for tax purposes are not entitled to an exemption. If shares are held via Euroclear Bank or CREST, the owners of the
shares will need to contact the intermediary through whom the shares are held to ascertain arrangements for tax relief to be applied at
source.
Political donations
The Electoral Act, 1997 (as amended) requires companies to disclose all political donations over €200 in aggregate made during the
financial year. The Directors, on enquiry, have satisfied themselves that no payment or other donations in excess of this amount have
been made by the Group.
Issued share capital
At 4 January 2025 the authorised share capital of the Company was 350,000,000 ordinary shares of €0.06 each and the issued
share capital was 258,901,224 (2023: 265,071,533) ordinary shares of €0.06 each, of which circa 29.2% was held by the Society. All the
Company’s shares are fully paid up and quoted on Euronext Dublin and the London Stock Exchange. During the year, the Company
repurchased 6,230,309 ordinary shares as part of its share buyback programme. All of these shares repurchased during the year were
cancelled during the year, with the exception of 60,000 shares which did not settle until after the financial year end. These shares were
cancelled immediately following the year end.
Details of the Company’s share capital and shares under share award at 4 January 2025 are given in Notes 22 and 23, respectively, to
the Financial Statements.
142 Glanbia plc | Annual Report and Financial Statements 2024
Statutory information and Forward-looking statement continued
Share buyback
During FY 2024, the Company repurchased a total of 6,230,309 ordinary shares, returning a total of circa €102 million in cash to
shareholders. The table below sets out the ordinary shares repurchased under the buyback programme in FY 2024. See Note 23 to the
Consolidated Financial Statements for further details.
Month
Total number of
share buyback
purchases
Average price
paid per share
February 2024
115,245
16.65
March 2024
901,288
17.66
April 2024
738,825
17.81
May 2024
645,279
18.21
June 2024
384,729
18.87
July 2024
–
NA
August 2024
920,230
15.91
September 2024
709,574
15.82
October 2024
746,504
15.40
November 2024
858,095
14.72
December 2024
150,540
13.49
January 2025
60,000
13.51
Total FY 2024
6,230,309
16.51
Rights and obligations of ordinary shares
On a show of hands at a general meeting, every holder of ordinary shares present in person or by proxy and entitled to vote shall have
one vote. On a poll, every shareholder present in person or by proxy, shall have one vote for every ordinary share held. In accordance with
the provisions of the constitution of the Company, holders of ordinary shares are entitled to a dividend where declared or paid out of
profits available for such purposes. On a return of capital on a winding up, holders of ordinary shares are entitled to participate.
Restrictions on transfer of shares/votes
With the exception of restrictions on transfer of shares under the Group’s share schemes (while the shares are subject to such schemes),
there are no restrictions on the voting rights attaching to the Company’s ordinary shares (except as outlined below) or the transfer of
securities in the Company.
Certain restrictions on transfers of shares may from time to time be imposed by the Group’s share dealing rules and/or the Market
Abuse Regulation (EU) No 596/2014. Directors and certain employees are required to seek the Company’s approval to deal in its
shares. Additionally, members of the Group Operating Executive are required to hold a proportion of the value of their base salary in
shares. These shares may not normally be transferred during the individuals’ period in office and a short period thereafter, subject to
Remuneration Committee discretion to amend the requirement in exceptional circumstances. Where participants in a Group share
scheme operated by the Group are the beneficial owners of shares but not the registered owner, the voting rights are normally exercised
by the registered owner at the direction of the participants.
Article 2 of the constitution of the Company provides that any ordinary shares acquired by any person who is/was an employee of the
Group or any associate or joint venture (provided such person is neither a Director of the Company nor a Director of the Society) shall be
non-voting shares if such acquisition would, if not for this restriction on voting rights, cause such person to be deemed to have acquired
indirect control of the Company or to have to make an offer under Rule 9 of the Irish Takeover Panel Act 1997, Takeover Rules 2022.
Under the constitution of the Company, the Directors have the power to impose restrictions on the exercise of rights attaching to
share(s) where the holder of the share(s) fails to disclose the identity of any person who may have an interest in those shares. No person
holds securities in the Company carrying special rights with regard to control of the Company. The Company is not aware of any
agreements between holders of securities that may result in restrictions in the transfer of securities or voting rights.
Exercise of rights of shares in employee share schemes
As at 4 January 2025, 1,343,532 ordinary shares (2023: 2,368,126) were held in employee benefit trusts for the purpose of the Company’s
employee share schemes.
The Group’s employee benefit trusts have waived dividends due to them in respect of unallocated shares save a nominal amount.
The Trustees of the Group’s employee trusts do not seek to exercise voting rights on shares held in the employee trusts other than on the
direction of the underlying beneficiaries. No voting rights are exercised in relation to shares unallocated to individual beneficiaries.
Rights under the Shareholders’ Rights (Directive 2007/36/EC) Regulations 2009
Shareholder(s) have the right to ask questions related to items on the agenda of a general meeting and to receive answers, subject to
certain qualifications. Shareholder(s) holding 3% of the issued share capital of the Company, representing at least 3% of its total voting
rights, have the right to put items on the agenda and to table draft resolutions at AGMs. The request must be received by the Company
at least 42 days before the relevant meeting. Further details of shareholders’ rights under the Shareholders’ Rights (Directive 2007/36/
EC) Regulations 2009 will be contained in the Notice of the 2025 AGM.
Restrictions on voting deadlines
The notice of any general meeting shall specify the deadline for exercising voting rights and appointing a proxy or proxies to vote in
relation to resolutions to be proposed at the general meeting. The number of proxy votes for, against or withheld in respect of each
resolution is published on the Group’s website after the meeting.
143
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
Constitution of the Company
The Company’s constitution details the rights attaching to the shares; the method by which the Company may purchase or reissue
its shares, the provisions which apply to the holding of shares and voting at general meetings and the rules relating to the Directors,
including their appointment, retirement, election, re-election, duties and powers. A copy of the Company’s constitution can be obtained
from the Group’s website: www.glanbia.com.
Unless expressly specified to the contrary in the constitution of the Company, the Company’s constitution may be amended by special
resolution of the Company’s shareholders.
Change of control provisions
The Group has certain debt facilities which may require repayment in the event that a change in control occurs with respect to the Group.
In addition, the Company’s employee share plans contain change of control provisions which can allow for the acceleration of the
exercisability of share options and the vesting of share awards in the event of a change of control.
The Board is satisfied that no change of control has occurred in respect of these agreements.
Substantial interests
As at 4 January 2025, Tirlán Co-operative Society Limited held 75,537,305 ordinary shares in the capital of the Company, representing
29.2% of the issued share capital of the Company.
Contracts of significance
On 5 May 2021, the Company and the Society entered into an amended and restated relationship agreement, which was originally
entered into on 23 February 2021 (the “Relationship Agreement”). Under the Relationship Agreement, in 2023, the number of Directors
nominated by the Society reduced from five to three in a board comprising of 13 members, with eight other Non-Executive Directors
and two Executive Directors. When the Society’s holding in the Company fell below 30% on 13 September 2022, the provisions of the
Relationship Agreement terminated with the exception of the above provisions providing for the right of the Society to appoint Non-
Executive Directors.
In connection with disposal by the Company of its interest in Tirlán Limited (formerly Glanbia Ireland DAC) (“Tirlán”), certain agreements
were entered into by the Company and the Society, the principal terms and conditions of which were included in the circular sent to
shareholders on 1 February 2022 in respect of the Extraordinary General Meeting held on 25 February 2022 and is available to view on
www.glanbia.com/egm.
These agreements include:
• The Services Amendment Agreement between the Company, Tirlán and Glanbia Management Services Limited dated 7 December
2021; and
• Pensions Agreement between Glanbia, the Society, Glanbia Foods Ireland Limited and Tirlán dated 7 December 2021 in respect of
pension matters arising in the context of the Proposed Transaction.
Information required to be disclosed by FCA LR 6.6.1R
For the purposes of LR 6.6.1R, the information required to be disclosed by FCA LR 6.6.1R can be found in the following locations:
Section
Topic
Location
(1)
Interest capitalised and related tax relief
Financial Statements, Note 10
(2)
Publication of unaudited financial information
Not applicable
(3)
Details of long-term incentive schemes
Remuneration Committee Report
(4)
Waiver of emoluments by a Director
Not applicable
(5)
Waiver of future emoluments by a Director
Not applicable
(6)
Non pre-emptive issues of equity for cash
Not applicable
(7)
Item (6) in relation to major subsidiary undertakings
Not applicable
(8)
Parent participation in a placing by a listed subsidiary
Not applicable
(9)
Contracts of significance
Page 143
(10)
Provision of services by a controlling shareholder
Not applicable
(11)
Shareholder waivers of dividends
Page 142
(12)
Shareholder waivers of future dividends
Page 142
(13)
Agreement with controlling shareholders and independence provisions/undertakings
Not applicable
All the information cross-referenced above is hereby incorporated by reference into this Directors’ Report.
144 Glanbia plc | Annual Report and Financial Statements 2024
Statutory information and Forward-looking statement continued
Forward-looking statements
The Group has made forward-looking statements in this Annual Report that are based on management’s beliefs and assumptions and
on information currently available to management. Forward-looking statements include, but are not limited to, information concerning
the Group’s possible or assumed future results of operations, business strategies, financing plans, competitive position, potential
growth opportunities, potential operating performance improvements, the effects of competition and the effects of future legislation or
regulations. Forward-looking statements include all statements that are not historical facts and can be identified by the use of forward-
looking terminology such as the words ‘believe,’ ‘develop,’ ‘ensure’, ‘expect’, ‘arrive,’ ‘achieve,’ ‘anticipate,’ ‘maintain,’ ‘grow,’ ‘aim,’ ‘deliver,’
‘sustain,’ ‘should’, ‘should be’, ‘will be’ or the negative of these terms or similar expressions. Forward-looking statements involve risks,
uncertainties and assumptions. Actual results may differ materially from those expressed in these forward-looking statements. You
should not place undue reliance on any forward-looking statements. The risk factors included at pages 70-77 of this Annual Report
could cause the Group’s results to differ materially from those expressed in forward-looking statements. There may be other risks and
uncertainties that the Group is unable to predict at this time or that the Group currently does not expect to have a material adverse
effect on its business. These forward-looking statements are made as of the date of this Annual Report. The Group expressly disclaims
any obligation to update these forward-looking statements other than as required by law. The forward-looking statements in this Annual
Report do not constitute reports or statements published in compliance with any of Regulations 4 to 9 and 26 of the Transparency
(Directive 2004/109/EC) Regulations 2007 (as amended) or any equivalent provisions of the Disclosure and Transparency Rules of the FCA.
As an Irish-incorporated company, the Strategic Report does not constitute a strategic report for the purposes of the UK Companies Act
2006 (Strategic Report and Directors’ Report) Regulations 2013 and the Large and Medium-sized Companies and Groups (Accounts and
Reports) (Amendment) Regulations 2013, and the Remuneration Committee report does not constitute a remuneration report for the
purposes of the UK Large and Medium-sized Companies and Groups (Accounts and Reports) (Amendment) Regulations.
Subsidiary and associated undertakings/branches outside the State
A list of the principal subsidiary and associated undertakings and their activities including details of any branches of the Group outside
the State is included in Note 37 to the Financial Statements.
Consolidated disclosures pursuant to Article 8 Taxonomy Regulation
The below disclosure required by Article 8 of the EU Taxonomy Regulation forms part of the Group’s Non-Financial Reporting Directive
Statement.
Article 8 EU Taxonomy Regulation
The EU Taxonomy Regulation is a key component of the European Commission’s action plan to redirect capital flows towards a
more sustainable economy. It represents an important step towards achieving carbon neutrality by 2050 in line with EU goals as the
taxonomy is a classification system that defines criteria for economic activities that are aligned with a net zero trajectory by 2050 and
the broader environmental goals other than climate.
During 2023 the European Commission adopted the Environmental Delegated (Commission Delegated Regulation (EU) 2023/2486) Act
as well as the Delegated Act amending the Climate Delegated Act (Commission Delegated Regulation (EU) 2023/2485) bringing new
economic activities in scope for EU Taxonomy reporting under all six environmental objectives.
In the following section, in line with regulatory guidance, only the wholly-owned business is considered. This therefore excludes joint
venture and associates activities from our evaluation. We present the share of our Group turnover, capital expenditure (“Capex”) and
operating expenditure (“Opex”) for the reporting period 2024, which are associated with the six environmental objectives of the EU
Taxonomy. The results of the evaluation are disclosed in line with Art. 2 of the Art. 8 Delegated Act, (Disclosures Delegated Act 2021/2178).
The environmental objectives are as follows:
1. Climate change mitigation (“CCM”).
2. Climate change adaptation (“CCA”).
3. Sustainable use and protection of water and marine resources (“WTR”).
4. Transition to a circular economy (“CE”).
5. Pollution prevention and control (“PPC”).
6. Protection and restoration of biodiversity and ecosystems (“BIO”).
Glanbia activities
Following consideration of the EU Taxonomy Compass, peer review and after a thorough review involving external experts and all
relevant functions, we classified each business activity in line with the EU Taxonomy. The assessment was completed by reviewing the
economic activities description and NACE code definitions as referenced within the Climate Delegated Act (Commission Delegated
Regulation (EU) 2021/2139 amendments 2022/1214 & 2023/2485), Environmental Delegated Act (Commission Delegated Regulation (EU)
2023/2486) and subsequent amendments and annexes supplementing The Taxonomy Regulation (2020/852). The Group classified each
business activity as either:
Taxonomy non-eligible
An economic activity that is not described in the Climate/Environmental Delegated Acts
Taxonomy-eligible but not
environmentally sustainable
An economic activity which is described in the Climate/Environmental Delegated Acts and does
not meet the requirements associated with a Taxonomy-aligned economic activity
Taxonomy-aligned
Taxonomy-eligible and meets the defined Technical Screening Criteria consisting of substantially
contributing to at least one environmental objective and doing no significant harm to any of the
other environmental objectives, and is carried out in compliance with ‘Minimum Safeguards’
145
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
Our assessment determined, for the limited business activities we identified as Taxonomy-eligible, that most of them related to the
objective ‘climate change mitigation’ with one business activity classified as Taxonomy-eligible under ‘the transition to a circular
economy’. We avoided double counting between different environmental objectives by allocating our business activities to only climate
change mitigation in the disclosure tables. This reflects the Group’s actions in working towards our targets for the reduction of GHG
emissions.
Key Performance Indicators (“KPIs”)
The KPIs include Turnover, Capex and Opex calculations.
Please refer to the disclosure tables included below setting out our KPIs. We also assessed activities against the Complementary Climate
Delegated Act (2022/1214) and have not completed templates 1 to 5 as none of the activities listed in this Act are applicable to Glanbia.
Turnover KPI
Glanbia has not identified Taxonomy-eligible economic activities in relation to turnover generated during 2024, reflecting the fact
that Glanbia’s core activities of food manufacturing and processing are not listed activities within the Climate Delegated Act or
Environmental Delegated Act. We also undertook a review of turnover to evaluate if there was any revenue generated outside of our
core economic activities that would meet the activity description and no eligible turnover was identified during this review.
In line with last year, with no eligible turnover (numerator) and using a base of our total turnover (denominator) as reported in our
Consolidated Income Statement, we established the proportion of eligible turnover to be zero.
Capex KPI
Overall based on the review exercise carried out, 12.1% of the Group’s capital expenditure during the year met the eligibility criteria as
defined within the Climate Delegated Act and Environmental Delegated Acts, which is similar to the previous year.
In 2024 we identified a total of 10 eligible activities
• CE 4.1 – Provision of IT/OT data-driven solutions
Installation, update and upgrade of IT/OT data-driven solutions to enhance energy management and process efficiency.
• CCM 4.25 – Production of heat/cool using waste heat
Replacement and rerouting of systems to utilize waste heat (condensate recovery and heat reuse).
• CCM 5.1 – Construction, extension and operation of water collection, treatment and supply systems
Replacement of existing assets as part of the long-term maintenance of the systems across dairy processing plants.
• CCM 5.2 – Renewal of water collection, treatment and supply systems
Renewal of various water collection components, including panels, sewers and pipe systems.
• CCM 6.5 – Transport by motorbikes, passenger cars and light commercial vehicles
Leased vehicles.
• CCM 6.6 – Freight transport services by road
Leasing of freightliner trucks.
• CCM 7.2 – Renovation of existing buildings
Various building renovation projects across numerous sites.
• CCM 7.3 – Installation, maintenance and repair of energy efficient equipment
The projects involved the installation, replacement, maintenance, and repair of heating, ventilation, and air-conditioning (“HVAC”)
systems, water heating systems, and LED lighting systems, all featuring highly efficient technologies.
• CCM 7.5 – Installation, maintenance and repair of instruments and devices for measuring, regulation and controlling energy
performance of buildings.
Installation, maintenance, and repair of zoned thermostats, smart thermostat systems, and sensing equipment.
• CCM 7.7 – Acquisition and ownership of buildings
Ownership and leasing of buildings, with ongoing assessments to determine alignment with energy performance thresholds.
In conjunction with our engineering teams, site personnel and external experts we assessed the eligible list against the Technical
Screening Criteria (“TSC”) and minimum safeguards. Following the assessment, it was concluded that projects from the following
activities met the alignment criteria:
CCM 7.2 – Renovation of existing buildings
A renovation project at one operational site qualified as a major renovation based on area coverage and met all Do No Significant Harm
(“DNSH”) criteria, ensuring alignment with EU Taxonomy thresholds.
CCM 7.3 – Installation, maintenance and repair of energy efficiency equipment
Aligned projects include the installation of a high-efficiency water heater in the cafeteria at Glanbia’s main GPN facility and various LED
lighting projects and met all DNSH criteria, ensuring alignment with EU Taxonomy thresholds.
Do no significant harm (“DNSH”)
Climate change adaptation
We assessed the two activities in line with the TSC to which the DNSH criteria for climate change adaptation applies in the context of
the climate-related risks and hazards as outlined in Appendix A of the TSC. As a result of the review it was determined that for the sites
in question there were no material risks applicable. The climate-related risks were assessed using two global warming impact scenarios
RCP 2.6 and RCP 8.5 and current conditions.
146 Glanbia plc | Annual Report and Financial Statements 2024
Transition to a circular economy
We assessed one activity in line with the TSC to which the DNSH criteria for transition to a circular economy applies, ensuring that the
activities promote resource efficiency, waste reduction and the use of recycled materials where possible. Measures to minimise waste
generation and ensure proper waste management were verified, alongside actions to increase the use of durable, repairable and
recyclable materials. The review concluded that the activity complies with the DNSH criteria by supporting circular economy principles
and reducing the environmental impact of material use.
Pollution
We assessed the two activities in line with the TSC to which the DNSH criteria for pollution prevention and control, in the context of
focusing on ensuring that the activities do not lead to the manufacture, placing on the market, or use of hazardous substances as
defined in the EU Hazardous Substances Regulations. The new roof, LED lighting and water heating equipment installed and maintained
as part of these projects comply with safety and environmental standards, ensuring that no restricted substances are used in their
composition.
Minimum safeguards
The scope of the minimum safeguards covers the following four topics:
Human Rights
Glanbia has adopted a Human Rights policy that is grounded in universally recognised human rights standards including, UN Universal
Declaration of Human Rights, UN Guiding Principles on Business and Human Rights, International Labour Organisations Declaration
on Fundamental Principles and Rights at Work. We expect our supply chain partners to comply with the principles of this policy and to
adhere to our Supplier Code of Conduct.
Corruption and bribery
Glanbia has an Anti-Bribery and Corruption policy, which in conjunction with the Glanbia Code of Conduct outlines the expectations
for behaviour of all employees and associated persons. External and internal bribery risks are regularly assessed and appropriate
risk-based procedures are implemented, along with training for employees as appropriate to their activities and associated risks. We
operate a Speak Up policy and a 24 hour “safecall” hotline as a channel to raise concerns.
Taxation
Glanbia’s tax strategy is designed to ensure compliance with all legal and disclosure requirements across the jurisdictions in which the
Group operates as well as with the applicable legal and fiduciary duties of Directors and employees, and to support the delivery of the
Group’s strategy through the appropriate management of its tax affairs. Further information can be found at: www.glanbia.com/about/
corporate-governance/tax-strategy.
Fair competition
The Group’s Code of Conduct is read by all employees and a declaration of compliance is obtained once an online course has been
completed. There is a section in the Code of Conduct in relation to compliance with applicable competition laws. Additional training
takes place for senior managers and high-risk positions as and when appropriate.
Further information can be found at: www.glanbia.com/about/corporate-governance/our-policies.
Glanbia satisfies the requirements of the minimum safeguards in reference to the four topics above and has not been convicted in court
in cases related to human rights, corruption and bribery, taxation or fair competition. Moreover there has been no refusal to enter in a
dialogue or final statement on non-compliance from an OECD National Contact Point (“NCP”) for Responsible Business Conduct and no
not-responding to allegations by the Business & Human Rights Resource Centre (“BHRRC”).
Summary of 2024 aligned capex
Activity
Additions
to PP&E
Internally
generated or
purchased
intangibles
Right-of-use
assets
Total
Acquired
through
business
combinations
As part of a
capex plan
CCM 7.2
$1.0m
$1.0m
CCM 7.3
$0.2m
$0.2m
Total
$1.2m
–
–
$1.2m
–
–
Opex KPI
Glanbia’s primary business, which involves manufacturing and selling nutritional food and ingredient products, is currently outside
the scope of the EU Taxonomy classification system. After evaluating our operational expenditure as defined by the EU Taxonomy, we
found that it is not material to our business model. Therefore, we are exempt from disclosing the Opex KPI in accordance with Delegated
Regulation (2021/2178).
Accounting policy
The specification of the KPIs is determined in accordance with Annex I of the Disclosures Delegated Act (2021/2178). We determine the
Taxonomy-eligible but not environmentally sustainable and the Taxonomy-aligned KPIs in accordance with the legal requirements and
describe our accounting policy in this regard as follows:
Statutory information and Forward-looking statement continued
147
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
Turnover
The denominator used for the Turnover KPI is based on the total revenue recognised pursuant to International Accounting Standard
(“IAS”) 1, paragraph 82 (a) as reported in the Group Income Statement on page 168.
In determining the KPI for turnover, the proportion that is Taxonomy-aligned (numerator) and Taxonomy-eligible but not environmentally
sustainable (numerator) are each divided by the denominator.
Refer to note 2 ‘Accounting policies’ on page 175 which outlines the Group’s revenue recognition policy. Refer to note 5 ‘operating profit’
incorporating the ‘revenue’ line for the denominator value. The denominator includes total revenue recognised pursuant to International
Accounting Standard (“IAS”) 1, paragraph 82(a).
Capital expenditure
The denominator used for the Capex KPI consists of additions to tangible and intangible fixed assets during the financial year, before
depreciation, amortisation and any re-measurements, including those resulting from revaluations and impairments, as well as
excluding changes in fair value. It includes additions to fixed assets (IAS 16), intangible assets (IAS 38) and right-of-use assets (IFRS 16).
Additions resulting from business combinations are also included. Goodwill is not included in Total Capex as it is not defined in Annex I of
the Disclosures Delegated Act.
In determining the KPI for capex, the proportion that is Taxonomy-aligned (numerator) and Taxonomy-eligible but not environmentally
sustainable (numerator) are each divided by the denominator.
Refer to note 2 ‘accounting policies’ on pages 178-180 which outlines our property plant and equipment, intangible assets and leasing
accounting policies. A reconciliation to the denominator is provided below.
EU Taxonomy
Financial
Statements Ref.
2024
$m
2023
$m
PPE – Acquisitions
Note 14
11.2
11.4
PPE – Additions
Note 14
56.8
41.8
Intangible – Acquisitions
Note 16
127.0
17.8
Intangible – Additions
Note 16
32.8
32.2
Rights of Use – Acquisitions
Note 15
2.3
1.2
Rights of Use – Additions
Note 15
16.7
3.6
Capex Denominator
246.8
108.0
Operating expenditure
The denominator used for the Opex KPI consists of direct non-capitalised costs that relate to research and development, building
renovation measures, short-term lease, maintenance and repair, and any other direct expenditures relating to the day-to-day servicing
of assets of property, plant and equipment. This includes:
• Research and development expenditure recognised as an expense during the reporting period in our income statement, refer to
the second table in note 5 ‘operating profit’ where a specific line: ‘research and development costs’ is included. In line with our
consolidated financial statements (IAS 38.126), this includes all non-capitalised expenditure that is directly attributable to research or
development activities.
• The volume of non-capitalised leases was determined in accordance with IFRS 16 and includes expenses for short-term leases and
low-value leases (refer to note 15 ‘leasing’). Even though low-value leases are not explicitly mentioned in the Disclosures Delegated
Act, we have interpreted the legislation as to include these leases.
• Maintenance, repair and other direct expenditures relating to the day-to-day servicing of assets of property, plant and equipment
were determined based on the income statement general ledger accounts categorised as repairs and maintenance. Other direct
expenditures relates to spare parts and tools.
The denominator does not include expenditures relating to the day-to-day operation of property, plant and equipment such as; raw
materials, cost of employees operating the machine or electricity or fluids that are necessary to operate the property, plant and
equipment.
In determining the KPI for opex, the proportion that is Taxonomy-aligned (numerator) and Taxonomy-eligible but not environmentally
sustainable (numerator) are each divided by the denominator.
148 Glanbia plc | Annual Report and Financial Statements 2024
Proportion of turnover from products or services associated with Taxonomy-aligned economic activities – disclosure covering year 2024.
Financial year 2024
Year
Substantial contribution criteria
Economic activities(1)
Code(s)(2)
Turnover(3)
Proportion
of turnover
year N(4)
Climate
change
mitigation(5)
Climate
change
adaptation(6)
Water(7)
Pollution(8)
Circular
Economy(9)
Biodiversity(10)
USD
%
Y; N; N/EL
Y; N; N/EL
Y; N; N/EL
Y; N; N/EL
Y; N; N/EL
Y; N; N/EL
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1. Environmentally sustainable
activities (Taxonomy-aligned)
Activity
–
Turnover of environmentally
sustainable activities (Taxonomy-
aligned) (A.1)
–
0%
Of which Enabling
–
0%
%
%
%
%
%
%
Of which Transitional
–
0%
%
A.2 Taxonomy-Eligible but not
environmentally sustainable
activities (not Taxonomy-aligned
activities)
EL; N/EL
EL; N/EL
EL; N/EL
EL; N/EL
EL; N/EL
EL; N/EL
Activity
–
0%
Turnover of Taxonomy-eligible but
not environmentally sustainable
activities (not Taxonomy-aligned
activities) (A.2)
–
0%
%
%
%
%
%
%
A. Turnover of Taxonomy eligible
activities (A.1+A.2)
–
0%
%
%
%
%
%
%
B. TAXONOMY-NON-ELIGIBLE ACTIVITIES
Turnover of Taxonomy-non-
eligible activities
3,839.7
100%
TOTAL
3,839.7
100%
Statutory information and Forward-looking statement continued
149
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
DNSH criteria (’Does Not Significantly Harm’)
Minimum
safeguards(17)
Proportion of
Taxonomy aligned
(A.1.) or eligible
(A.2.) turnover,
year N-1(18)
Category
enabling
activity(19)
Category
transitional
activity(20)
Climate
change
mitigation(11)
Climate
change
adaptation(12)
Water(13)
Pollution(14)
Circular
Economy(15)
Biodiversity(16)
Y/N
Y/N
Y/N
Y/N
Y/N
Y/N
Y/N
%
E
T
%
%
%
E
%
T
%
%
%
150 Glanbia plc | Annual Report and Financial Statements 2024
Proportion of Capex from products or services associated with Taxonomy-aligned economic activities – disclosure covering year 2024.
Financial year 2024
Year
Substantial contribution criteria
Economic activities(1)
Code(s)(2)
Capex(3)
Proportion
of Capex
year N(4)
Climate
change
mitigation(5)
Climate
change
adaptation(6)
Water(7)
Pollution(8)
Circular
Economy(9)
Biodiversity(10)
USD
%
Y; N; N/EL
Y; N; N/EL
Y; N; N/EL
Y; N; N/EL
Y; N; N/EL
Y; N; N/EL
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1. Environmentally sustainable activities
(Taxonomy-aligned)
Renovation of existing buildings
CCM 7.2
1.0
0.4%
Y
N/EL
N/EL
N/EL
N/EL
N/EL
Installation, maintenance and repair of
energy efficiency equipment
CCM 7.3
0.2
0.1%
Y
N/EL
N/EL
N/EL
N/EL
N/EL
Installation, maintenance and repair of
charging stations for electric vehicles in
buildings (and parking spaces attached
to buildings)
CCM 7.4
-
-
Installation, maintenance and repair of
renewable energy technologies
CCM 7.6
-
-
Capex of environmentally sustainable
activities (Taxonomy-aligned) (A.1)
1.2
0.5%
0.5%
0.0%
0.0%
0.0%
0.0%
0.0%
Of which Enabling
0.2
0.1%
0.1%
0.0%
0.0%
0.0%
0.0%
0.0%
Of which Transitional
1.0
0.4%
0.4%
A.2 Taxonomy-Eligible but not
environmentally sustainable activities
(not Taxonomy-aligned activities)
EL; N/EL EL; N/EL EL; N/EL EL; N/EL EL; N/EL EL; N/EL
District heating/cooling
CCM 4.15
-
-
Provision of IT/OT data-driven solutions
CE 4.1
0.6
0.2%
N/EL
N/EL
N/EL
N/EL
EL
N/EL
Production of heat/cool using waste heat
CCM 4.25
0.7
0.3%
EL
N/EL
N/EL
N/EL
N/EL
N/EL
Construction, extension and operation
of water collection, treatment and
supply systems
CCM 5.1
0.1
0.0%
EL
N/EL
N/EL
N/EL
N/EL
N/EL
Renewal of water collection, treatment and
supply systems
CCM 5.2
0.4
0.2%
EL
N/EL
N/EL
N/EL
N/EL
N/EL
Anaerobic digestion of bio-waste
CCM 5.7
-
-
Transport by motorbikes, passenger cars
and light commercial vehicles
CCM 6.5
1.2
0.5%
EL
N/EL
N/EL
N/EL
N/EL
N/EL
Freight transport services by road
CCM 6.6
3.1
1.3%
EL
N/EL
N/EL
N/EL
N/EL
N/EL
Renovation of existing buildings
CCM 7.2
3.5
1.4%
EL
N/EL
N/EL
N/EL
N/EL
N/EL
Installation, maintenance and repair
of energy efficiency equipment
CCM 7.3
0.6
0.2%
EL
N/EL
N/EL
N/EL
N/EL
N/EL
Installation, maintenance and repair of
instruments and devices for measuring,
regulation and controlling energy
performance of buildings
CCM 7.5
0.0
0.0%
EL
N/EL
N/EL
N/EL
N/EL
N/EL
Acquisition and ownership of buildings
CCM 7.7
18.4
7.5%
EL
N/EL
N/EL
N/EL
N/EL
N/EL
Capex of Taxonomy-eligible but not
environmentally sustainable activities
(not Taxonomy-aligned activities) (A.2)
28.6
11.6%
11.4%
0.0%
0.0%
0.0%
0.2%
0.0%
A. Capex of Taxonomy eligible activities
(A.1+A.2)
29.8
12.1%
11.9%
0.0%
0.0%
0.0%
0.2%
0.0%
B. TAXONOMY-NON-ELIGIBLE ACTIVITIES
Capex of Taxonomy-non-eligible activities
217.0
87.9%
TOTAL
246.8
100.0%
Statutory information and Forward-looking statement continued
151
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
DNSH criteria (’Does Not Significantly Harm’)
Minimum
safeguards(17)
Proportion of
Taxonomy aligned
(A.1.) or eligible
(A.2.) Capex,
year N-1(18)
Category
enabling
activity(19)
Category
transitional
activity(20)
Climate
change
mitigation(11)
Climate
change
adaptation(12)
Water(13)
Pollution(14)
Circular
Economy(15)
Biodiversity(16)
Y/N
Y/N
Y/N
Y/N
Y/N
Y/N
Y/N
%
E
T
Y
Y
Y
Y
Y
Y
Y
0.0%
T
Y
Y
Y
Y
Y
Y
Y
0.0%
E
0.1%
E
0.6%
E
Y
Y
Y
Y
Y
Y
Y
0.7%
Y
Y
Y
Y
Y
Y
Y
0.7%
E
Y
Y
Y
Y
Y
Y
Y
0.0%
T
0.1%
0.0%
0.0%
0.8%
0.0%
0.1%
0.5%
1.1%
2.2%
0.1%
0.1%
5.4%
10.4%
11.1%
152 Glanbia plc | Annual Report and Financial Statements 2024
Proportion of Opex from products or services associated with Taxonomy-aligned economic activities – disclosure covering year 2024.
Financial year 2024
Year
Substantial contribution criteria
Economic activities(1)
Code(s)(2)
Opex(3)
Proportion
of Opexyear
N(4)
Climate
change
mitigation(5)
Climate
change
adaptation(6)
Water(7)
Pollution(8)
Circular
Economy(9)
Biodiversity(10)
USD
%
Y; N; N/EL
Y; N; N/EL
Y; N; N/EL
Y; N; N/EL
Y; N; N/EL
Y; N; N/EL
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1. Environmentally sustainable activities
(Taxonomy-aligned)
Activity
–
%
Opex of environmentally sustainable
activities (Taxonomy-aligned) (A.1)
–
%
%
%
%
%
%
%
Of which Enabling
–
%
%
%
%
%
%
%
Of which Transitional
–
%
%
A.2 Taxonomy-Eligible but not
environmentally sustainable activities
(not Taxonomy-aligned activities)
EL; N/EL
EL; N/EL EL; N/EL EL; N/EL EL; N/EL
EL; N/EL
Activity
–
%
Opex of Taxonomy-eligible but not
environmentally sustainable activities
(not Taxonomy-aligned activities) (A.2)
–
%
%
%
%
%
%
%
A. Opex of Taxonomy eligible activities
(A.1+A.2)
–
%
%
%
%
%
%
%
B. TAXONOMY-NON-ELIGIBLE ACTIVITIES
Opex of Taxonomy-non-eligible activities
59.7
100%
TOTAL
59.7
100%
Statutory information and Forward-looking statement continued
153
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
DNSH criteria (’Does Not Significantly Harm’)
Minimum
safeguards(17)
Proportion of
Taxonomy aligned
(A.1.) or eligible
(A.2.) Opex,
year N-1(18)
Category
enabling
activity(19)
Category
transitional
activity(20)
Climate
change
mitigation(11)
Climate
change
adaptation(12)
Water(13)
Pollution(14)
Circular
Economy(15)
Biodiversity(16)
Y/N
Y/N
Y/N
Y/N
Y/N
Y/N
Y/N
%
E
T
%
%
%
E
%
T
%
%
%
154 Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Responsibility Statement
The Directors are responsible for preparing the Annual Report and the Group and Company Financial Statements in accordance with
applicable law and regulations. Irish company law requires the Directors to prepare Financial Statements for each financial year. Under
that law, the Directors are required to prepare the Group Financial Statements in accordance with International Financial Reporting
Standards (“IFRS”) as adopted by the European Union and Article 4 of the IAS Regulation and elected to prepare the Company Financial
Statements in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101) as applied in accordance
with the provisions of the Companies Act 2014. Under Irish law, the Directors shall not approve the Group and Company Financial
Statements unless they are satisfied that they give a true and fair view of the assets, liabilities and financial position, of the Group and
Company respectively, as at the end of the financial year and of the profit or loss of the Group for the financial year and otherwise
comply with the Companies Act 2014.
In preparing these Group and Company Financial Statements the Directors are required to:
• select suitable accounting policies and then apply them consistently;
• make judgements and estimates that are reasonable and prudent;
• state that the Financial Statements comply with IFRS as adopted by the European Union and ensure the Financial Statements
contain the information required by the Companies Act 2014 and as regards the Company Financial Statements in accordance
with Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101) as applied in accordance with the provisions of the
Companies Act 2014; and
• prepare the Financial Statements on a going concern basis, unless it is inappropriate to presume that the Group and the Company
will continue in business.
The Directors are also required by the Transparency Directive (Directive 2004/109/EC) Regulations 2007 (as amended), the Central
Bank (Investment Market Conduct) Rules 2019, the Companies Act 2014, the Listing Rules issued by Euronext Dublin and the Disclosure
and Transparency Rules of the UK Financial Conduct Authority to prepare a Directors’ Report and reports relating to Directors’
remuneration and corporate governance and the Directors are required to include a management report containing, amongst other
things, a fair review of the development and performance of the Group’s business and of its position and a description of the principal
risks and uncertainties facing the Group.
The Directors are responsible for keeping adequate accounting records that are sufficient to:
• correctly record and explain the transactions of the Company;
• 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 Group and Company Financial Statements and the Directors’ Report comply with the
Companies Act 2014, and as regards the Group Financial Statements Article 4 of the IAS Regulation; and
• enable the Group and Company Financial Statements to be audited.
The Directors are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps
for the prevention and detection of fraud and other irregularities. The Directors are responsible for the maintenance and integrity of
certain corporate and financial information included on the Group’s website (www.glanbia.com). Legislation in Ireland concerning the
preparation and dissemination of Financial Statements may differ from legislation in other jurisdictions.
Each of the Directors, whose names and functions are listed on page 82 and pages 84-86 (current Directors) confirms that he/she
considers 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 position, performance, business model and strategy of the Company and the
undertakings included in the consolidation taken as whole. Each of the current Directors also confirms that to the best of each person’s
knowledge and belief:
• the Group Financial Statements prepared in accordance with IFRS as adopted by the European Union and the Company Financial
Statements prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101) and as applied in
accordance with the provision of the Companies Act 2014 give a true and fair view of the assets, liabilities and financial position and
profit or loss of the Company and the undertakings included in the consolidation taken as a whole; and
• the Directors’ Report contained in the Annual Report includes a fair review of the development and performance of the business and
the position of the Company and the undertakings included in the consolidation taken as a whole, together with a description of the
principal risks and uncertainties that they face.
Directors’ Report
The Directors’ Report for the purpose of the Transparency Directive (Directive 2004/109/EC) Regulations 2007 (as amended), the Central
Bank (Investment Market Conduct) Rules 2019, the Companies Act 2014, the Listing Rules issued by Euronext Dublin and the Disclosure
and Transparency Rules of the UK Financial Conduct Authority consists of pages 1-154.
On behalf of the Board
Donard Gaynor
Hugh McGuire
Mark Garvey
Directors
25 February 2025
155
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
In this section
Independent Auditor’s Report
157
Group financial statements
168
Notes to the financial statements
173
Company financial statements
230
Notes to the Company financial statements
232
Financial
Statements
156 Glanbia plc | Annual Report and Financial Statements 2024
157
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
Independent auditor’s report to the members of Glanbia plc
Report on the audit of the financial statements
Opinion on the financial statements of Glanbia plc (the ‘company’)
In our opinion the Group and Company financial statements:
• give a true and fair view of the assets, liabilities and financial position of the Group and Company as at 4 January 2025 and of the
profit of the Group for the financial period then ended; and
• have been properly prepared in accordance with the relevant financial reporting frameworks and, in particular, with the requirements
of the Companies Act 2014 and, as regards the Group financial statements, Article 4 of the IAS Regulation.
The financial statements we have audited comprise:
The Group financial statements:
• the Group income statement;
• the Group statement of comprehensive income;
• the Group balance sheet;
• the Group statement of changes in equity;
• the Group statement of cash flows; and
• the related notes 1 to 37, including material accounting policy information as set out in note 2.
The Company financial statements:
• the Company balance sheet;
• the Company statement of changes in equity; and
• the related notes 1 to 11, including material accounting policy information as set out in note 1.
The relevant financial reporting framework that has been applied in the preparation of the Group financial statements is the Companies
Act 2014 and IFRS Accounting Standards as issued by the International Accounting Standards Board (IASB) and as adopted by the
European Union (“the relevant financial reporting framework”). The relevant financial reporting framework that has been applied in the
preparation of the Company financial statements is the Companies Act 2014 and FRS 101 “Reduced Disclosure Framework” issued by the
Financial Reporting Council (“the relevant financial reporting framework”).
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (Ireland) (ISAs (Ireland)) and applicable law.
Our responsibilities under those standards are described below in the “Auditor’s responsibilities for the audit of the financial statements”
section of our report.
We are independent of the Group and Company in accordance with the ethical requirements that are relevant to our audit of the
financial statements in Ireland, including the Ethical Standard issued by the Irish Auditing and Accounting Supervisory Authority (IAASA),
as applied to public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Summary of our audit approach
Key audit
matters
The key audit matters that we identified in the current financial period were:
• Impairment of goodwill and other intangible assets
• Provisions for uncertain tax positions
• Revenue recognition – promotional arrangements
• Revenue recognition – change in US joint venture commercial arrangements
• Exceptional items
Within this report, any new key audit matters are identified with
and any key audit matters which are the same as the prior period identified with
.
Materiality
The materiality that we used for the Group in the current financial period was $16.5m, which was determined on the
basis of approximately 4.5% of profit before tax (PBT) excluding exceptional items.
The materiality that we used for the Company in the current financial period was €7.7m, which was determined on
the basis of approximately 1.4% of net assets.
Scoping
We followed a risk-based approach when performing our Group audit scoping. We focused primarily on the audit
work in 73 components which were subject to further audit procedures, where the extent of our testing was based on
our assessment of the associated risks of material misstatement at each individual component and the component
performance materialities.
We also carried out analytical procedures at the Group level to contribute to the overall audit evidence that the
Group financial statements are free from material misstatement and that audit risk for a significant class of
transaction, account balance or disclosure, has been reduced to an acceptably low level.
Significant
changes in
our approach
We have included a new key audit matter “Revenue recognition – change in US joint venture commercial arrangements” in
our audit report in the current financial period. This is an event driven matter in 2024 and relates to how the Group recognises
revenue in relation to products manufactured by its US joint venture and sold by the Group on behalf of such joint venture.
There were no other significant changes in our audit approach.
158 Glanbia plc | Annual Report and Financial Statements 2024
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the
preparation of the financial statements is appropriate.
Our evaluation of the directors’ assessment of the Group and Company’s ability to continue to adopt the going concern basis of
accounting included:
• We evaluated the design and determined the implementation of the relevant controls in place for the directors’ review of the budgets
and forecasts for a period of at least 12 months from the date of signing of the Annual Report and Financial Statements, including
reviewing their challenge of these;
• We evaluated the Group and Company’s financing arrangements, including the agreements in respect of the undrawn committed
bank facilities in place within the Group;
• We evaluated the directors’ assumptions including growth projections, input costs, pricing and marketing investment assumptions;
• We performed a look back analysis of the historical accuracy of forecasts prepared by management;
• We considered throughout the audit any contradictory information to the directors’ confirmation that the Group and Company is a
going concern, including evaluating whether the assumptions are realistic, achievable and consistent with the external and internal
environment; and
• We evaluated the completeness and accuracy of the disclosures made on pages 67-68 and 232 by reference to the understanding we
have obtained of the Group and Company’s financial performance during 2024, our assessment of the directors’ projections and our
reading of the Group and Company’s financing agreements.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that,
individually or collectively, may cast significant doubt on the Group and Company’s ability to continue as a going concern for a period of
at least twelve months from when the financial statements are authorised for issue.
In relation to the reporting on how the Group has applied the UK Corporate Governance Code, we have nothing material to add or draw
attention to in relation to the directors’ statement in the financial statements about whether the directors considered it appropriate to
adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this
report.
Independent auditor’s report to the members of Glanbia plc continued
159
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial
statements of the current financial period and include the most significant assessed risks of material misstatement (whether or not
due to fraud) we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in
the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Impairment of goodwill and other intangible assets
Key audit
matter
description
The Group’s goodwill and other intangible assets of $1,608.0m (2023: $1,537.3m), which are held across 13 (2023: 5)
individual Cash Generating Units (CGUs), represent approximately 42% of the Group’s total assets at period end.
During the current financial period, the Group reviewed their determination of CGUs, which resulted in individual
regional brands being identified as individual CGUs. This resulted in the number of CGUs increasing within the Glanbia
Performance Nutrition (GPN) segment from 4 CGUs in 2023 to 12 CGUs in 2024. There was no change to the CGUs
identified within the Glanbia Nutritionals segment.
In the current financial period, management recognised an intangible asset impairment of $91.4m, disclosed as an
exceptional item, in respect of the SlimFast Americas CGU within the GPN segment, on the basis of their value in use
computation. There were no other impairments noted in respect of management’s impairment review process.
In carrying out their impairment review, significant judgement is required by the directors in identifying indicators of
impairment, and estimation is required in determining the recoverable amount of the Group’s CGUs. There is a
significant risk that the net present value of future cashflows within certain CGUs (or groups of CGUs) will not be
sufficient to recover the Group’s carrying value of each CGU including goodwill and other intangible assets including
those with indefinite lives, leading to an impairment charge that has not been recognised in the financial statements.
The recoverable amount used in the impairment assessment is determined based on value in use calculations which rely
on directors’ assumptions and estimates of future trading performance. These assumptions and estimates may be
impacted by new risks and uncertainties arising from geopolitical factors, and other macro-economic factors such as
supply chain disruption, and inflationary and recessionary pressures, resulting in reduced headroom and potentially
impairment in the carrying value of goodwill and other intangible assets. The key assumptions utilised by the directors in
the impairment reviews are discount rates, cash flow projections and long-term growth rates.
Due to the high degree of judgement and increased audit effort, including the need to involve our fair value specialists,
we have identified this as a key audit matter.
Refer also to page 109 (Audit Committee Report), pages 179-180 (Intangible assets accounting policy), note 3 (Critical
accounting estimates and judgements) and note 16 (Intangible assets) to the financial statements.
160 Glanbia plc | Annual Report and Financial Statements 2024
How the scope
of our audit
responded to
the key audit
matter
We evaluated and challenged the judgements applied by the Group in determining the Group’s CGUs and groups of
CGUs (for Goodwill impairment testing) including the changes made to the identification of CGUs within the GPN
segment in the current financial period.
We evaluated the design and determined the implementation of relevant controls in respect of the impairment review
process and the budgeting process upon which the Group’s cash flow projections are based.
In conjunction with our valuation specialists, we evaluated the Group’s impairment review methodology applied by the
directors in preparing the value in use calculations.
We performed a retrospective review of assumptions used in prior period value in use calculations and compared these
to actual outturn.
We understood and challenged the underlying key assumptions within the Group’s impairment model by developing an
independent view of the discount rates and long-term growth rates where, in conjunction with our valuation specialists,
we benchmarked the rates used by the directors against market data and comparable organisations.
We obtained and challenged cash flow projections by comparing them to historic growth rates and the Group’s
strategic plans. We challenged and assessed the Group’s forecasts with reference to recent performance and macro-
economic factors such as climate, geopolitical factors, supply chain disruption, inflationary and recessionary pressures
and trend analysis including comparing recent historic CGU performance to budgets. We evaluated the directors’
sensitivity analysis and performed our own sensitivity analysis on the key assumptions used.
In respect of the impairment charge recognised in SlimFast Americas CGU within the GPN segment, we obtained and
challenged management’s value in use computation and the key assumptions within the CGU’s budget and strategic
plans in evaluating the impairment recognised in the current financial period. With the assistance of our valuation
specialists we evaluated the weighted average cost of capital rate in SlimFast Americas CGU within the GPN segment.
We challenged and assessed this CGU’s forecasts with reference to recent performance and management’s future
plans for the business.
Where we noted any significant reductions or increases in headroom for a CGU or group of CGUs since the prior period,
we gained an understanding of the reasons giving rise to the reduction/increase and performed additional procedures
to substantiate these reasons. We held discussions with the business unit controllers to understand the key inputs into
specific CGU budget assumptions to achieve the targets set in the strategic plans.
We evaluated the completeness and accuracy of the relevant disclosures in relation to goodwill and other intangible
assets for compliance with the relevant financial reporting framework.
Key
observations
We concurred with the directors’ conclusions from their annual impairment review, that there was no impairment of
goodwill or other intangible assets other than the amounts recognised in respect of the SlimFast Americas CGU within
the GPN segment.
Provisions for uncertain tax positions
Key audit
matter
description
The Group operates across numerous multinational jurisdictions, the most significant of which are Ireland and the US,
and are subject to periodic challenge by local tax authorities on a range of tax matters during the normal course of
business including transfer pricing, Group financing arrangements and transaction-related tax matters. In addition,
Pillar Two tax rules became effective for the Group during this financial period.
The directors apply significant judgement in assessing current and deferred tax risks and exposures in relation to the
interpretation of local and international tax laws, including new Pillar Two rules and guidance, tax rates and treaties
relating to worldwide provisions for uncertain tax positions.
As a result, there is a significant risk that tax authorities could have different interpretations to those of the directors,
resulting in potential misstatement of tax provisions.
Due to the high degree of auditor judgement and increased audit effort, including the need to involve our tax specialists,
we have identified this as a key audit matter.
Refer also to page 109 (Audit Committee Report), pages 177-178 (Income taxes accounting policy), note 3 (Critical
accounting estimates and judgements) and notes 11 (Income taxes) and 26 (Deferred taxes) to the financial statements.
Independent auditor’s report to the members of Glanbia plc continued
161
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
How the scope
of our audit
responded to
the key audit
matter
To obtain evidence over the appropriateness of the directors’ assumptions in determining provisions for uncertain tax
positions, we obtained an understanding of the Group’s tax strategy, tax operating models and correspondence with
various tax authorities during the current financial period.
We evaluated the design and determined the implementation of the relevant controls in respect of the tax risk
management process.
We also reviewed the directors’ assessment of related tax risks and exposures across the Group for the identification of
uncertain tax positions. In the current financial period, particular focus was placed on the Group’s interpretations of
Pillar Two tax rules and guidance and the related calculations of effective tax rates in relevant tax jurisdictions.
We engaged our Irish and International tax specialists as part of our audit team, including US tax specialists, to analyse
and challenge the appropriateness of the assumptions made by the directors in determining the current and deferred
tax provisions and any movements in those provisions on an annual basis.
We challenged and evaluated directors’ assumptions and estimates, including external advice obtained, in respect
of tax risks and related provisions. We focused particularly on the directors’ judgements made in relation to transfer
pricing models, interpretations of relevant tax laws, Group financing arrangements and the directors’ assessment
of likely outcomes for uncertain tax positions in key jurisdictions where the Group has significant trading operations.
We inspected relevant correspondence between the Group and various tax authorities.
We evaluated the completeness and accuracy of relevant current and deferred tax disclosures for compliance with the
relevant financial reporting framework.
Key
observations
We noted that there is inherent uncertainty and unpredictability in relation to the above tax matters, however, based on
the audit work performed as outlined above, we have concluded the directors’ judgement and measurement of
uncertain tax positions to be within an acceptable range of estimates.
Revenue recognition – promotional arrangements
Key audit
matter
description
The Group sells products to customers under a variety of contractual terms. The Group’s revenue arrangements are
predominantly straightforward and require little judgement to be exercised. However, in the GPN segment, discounts,
rebates and other promotional arrangements are a feature and revenue must be recognised net of these selling
arrangements.
At the period end, management estimates the level of discounts, rebates and other promotional arrangements to be
applied to its sales contracts. Judgement is required to determine the level of accruals required to settle these
arrangements with customers post period-end, which impacts the amount of revenue recognised in the period. We
have therefore pinpointed the significant presumed risk of fraud, including management bias, in revenue recognition to
period-end accrued rebates relating to selling arrangements, and the corresponding debit adjustment to revenue which
could be misstated either intentionally to achieve performance targets, or as a result of error.
Due to the judgements made by management in respect of discounts, rebates and other promotional arrangements,
this required extensive audit effort, and therefore we have identified this as a key audit matter.
Refer also to page 109 (Audit Committee Report), and page 175 (Revenue recognition accounting policy).
162 Glanbia plc | Annual Report and Financial Statements 2024
How the scope
of our audit
responded to
the key audit
matter
We obtained an understanding of the various revenue contracts and selling arrangements in place with customers
across all segments of the Group, and of the relevant internal controls and IT systems in place over the revenue
processes to determine if revenue was appropriately recognised to reflect the terms of contracts with customers.
We focused specifically on the GPN segment as these selling arrangements are a significant feature of the GPN
segment. We evaluated the design, determined the implementation and tested the operating effectiveness of relevant
controls in respect of discounts, rebates and other promotional arrangements applied to revenue contracts.
We discussed key contractual arrangements with management and obtained relevant documentation, including
documentation in respect of discounts, rebates and other promotional arrangements.
On a sample basis, we recalculated period-end accruals based on underlying contracts with customers and assessed
whether there was any evidence of management bias in key judgements made by management.
We also performed retrospective look-back analysis over changes to prior period estimates to challenge those
estimates, including assessing the amounts recorded for evidence of management bias.
Key
observations
We have no observations that impact our audit in respect of the amounts and disclosures related to revenue
recognition.
Revenue recognition – change in US joint venture commercial arrangements
Key audit
matter
description
The Group revised its commercial arrangements associated with its US joint venture and made related corresponding
changes with customers (including invoicing and terms and conditions of sale), effective from 1 January 2024. These
amendments changed the Group’s role to that of a sales agent to customers on behalf of the joint venture under IFRS 15
Revenue from Contracts with Customers, and it started recognising sales commission from 1 January 2024.
Due to the significant changes to revenue recognised by the Group and the related Group income statement
presentation as a result of these amendments, we have considered this as a key audit matter.
Refer also to page 109 (Audit Committee Report), note 3 (critical accounting judgements), page 173 (Change in US joint
venture commercial arrangements) and page 175 (Revenue recognition accounting policy).
How the scope
of our audit
responded to
the key audit
matter
We obtained the amended joint venture agreements, a sample of communications with third party customers (including
invoicing and terms and conditions of sale) and management’s assessment of the determination of the Group acting as
an agent on behalf of the joint venture under IFRS 15.
We specifically focused on the changes implemented in the joint venture agreements and the changes implemented to
communications with third party customers (including invoicing and terms and conditions of sale) on a sample basis,
in accordance with the requirements of IFRS 15.
We evaluated the completeness and accuracy of relevant disclosures related to the Group’s change in commercial
arrangements associated with its US joint venture in the current financial period for compliance with the relevant
financial reporting framework.
Key
observations
We have no observations that impact our audit in respect of the amounts and disclosures related to the Group’s change
in commercial arrangements associated with its US joint venture.
Exceptional items
Key audit
matter
description
The Group, in accordance with its accounting policy, classified a number of significant items of income and expense
totalling a net expense of $145.6m as exceptional items. These exceptional items primarily relate to impairment of
intangible assets (see impairment of goodwill and other intangible assets key audit matter), impairment of non-core
assets held for sale, reorganisation costs and the related tax impact of these exceptional items.
Earnings before interest, tax, depreciation and amortisation (EBITDA) is disclosed throughout the Annual Report and
Financial Statements on a pre-exceptional basis and is one of the Group’s key performance indicators.
The classification of items as exceptional affects adjusted earnings per share and is inherently judgemental. As a result,
there is a risk that items are not consistently classified and that normal trading expenses are disclosed as exceptional
items per the Group’s accounting policy, or are not adequately disclosed.
Because of the judgement made by the directors in respect of the classification of exceptional items and the impact on
the presentation of the Group income statement, we have identified this as a key audit matter.
Refer also to page 109 (Audit Committee Report), page 175 (Exceptional Items accounting policy), note 3 (Critical
accounting judgements and estimates) and note 6 (Exceptional items).
Independent auditor’s report to the members of Glanbia plc continued
163
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
How the scope
of our audit
responded to
the key audit
matter
We obtained an understanding of the process the directors undertook to identify and present exceptional items within
the Annual Report and Financial Statements. For each of these exceptional items, we audited the underlying
transactions giving rise to the charge or credit recognised.
We challenged the nature and classification of transactions as exceptional items in accordance with the Group’s
accounting policy, whilst also challenging whether the accounting policy for exceptional items is appropriate and has
been applied consistently with previous periods.
We evaluated the completeness and accuracy of the presentation and disclosures of exceptional items in the Group’s
financial statements in accordance with requirements of the relevant financial reporting framework.
Key
observations
We have no observations that impact our audit in respect of the amounts and disclosures related to exceptional items.
Our audit procedures relating to these matters were designed in the context of our audit of the financial statements as a whole, and not
to express an opinion on individual accounts or disclosures. Our opinion on the financial statements is not modified with respect to any
of the risks described above, and we do not express an opinion on these individual matters.
Our application of materiality
We define materiality as the magnitude of misstatement in the financial statements that makes it probable that the economic
decisions of a reasonably knowledgeable person would be changed or influenced. We use materiality both in planning the scope of our
audit work and in evaluating the results of our work.
Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:
Group financial statements
Company financial statements
Materiality
$16.5m (2023: $14.0m)
€7.7m (2023: €6.9m)
Basis for determining materiality
Approximately 4.5% of PBT excluding
exceptional items
Approximately 1.4% of net assets
Rationale for the benchmark applied
We have considered PBT excluding
exceptional items to be the critical
component for determining materiality
because it is the most important measure
for the users of the Group’s financial
statements and the impact of exceptional
items is excluded to avoid distortion of the
critical component on an annual basis.
As the Group’s parent entity, the Company
does not generate revenue but instead holds
investments in subsidiaries and incurs costs,
thus net assets are of most relevance to the
users of the Company financial statements.
Profit before tax
excluding exceptional
items $369m
Group materiality $16.5m
Component performance
materiality range $6.5m to $9.1m
Reporting threshold to those
charged with Governance $0.8m
We set performance materiality at a level lower than materiality to reduce the probability that, in aggregate, uncorrected and
undetected misstatements exceed the materiality for the financial statements as a whole.
Group financial statements
Company financial statements
Performance materiality
80% (2023: 80%) of Group materiality
80% (2023: 80%) of Company materiality
Basis and rationale for determining
performance materiality
In determining performance materiality, we considered the following factors:
• Our cumulative knowledge of the Group and Company’s control environment and the
quality of the control environment and our ability to rely on controls; and
• the nature, volume and size of misstatements (corrected and uncorrected) in the
previous audit.
We agreed with the Audit Committee that we would report to the Committee all audit differences in excess of $0.8m (2023: $0.7m),
as well as differences below that threshold that, in our view, warranted reporting on qualitative grounds. We also report to the Audit
Committee on disclosure matters that we identified when assessing the overall presentation of the financial statements.
164 Glanbia plc | Annual Report and Financial Statements 2024
An overview of the scope of our audit
We followed a risk-based approach when performing our Group audit scoping by obtaining an understanding of the Group and its
environment, including disposals and acquisitions that occurred during the current financial period, Group-wide internal financial
controls, identifying significant classes of transactions, account balances or disclosures and assessing the risks of material
misstatement at the Group level. Based on that assessment, we focused our Group audit scope primarily on the audit work in
73 components, which were subject to further audit procedures, where the extent of our testing was based on our assessment
of the associated risks of material misstatement at each individual component and component performance materialities.
Our audit work for all components was executed at levels of performance materiality applicable to each individual component which
ranged from $6.5m to $9.1m.
At the Group level, we performed audit work over a number of centralised areas including but not limited to audit procedures over
relevant IT systems. We also tested the consolidation process and carried out analytical procedures the Group level to contribute to
the overall audit evidence that the Group financial statements are free from material misstatement and that audit risk for a significant
class of transaction, account balance or disclosure, has been reduced to an acceptably low level.
The Group audit team exercised direction, supervision and review over the audit work performed by component audit teams in scope for
the Group audit. The Group audit team adopted a hybrid approach and held planning discussions in person and/or virtually with all the
component audit teams during the financial period and visited a number of locations in the US and Ireland as part of our audit planning.
In addition to our planning meetings, we sent detailed instructions to our component audit teams, included them in our team briefings,
discussed and provided input into their component level risk assessment, attended client planning and closing meetings, and, for
significant risks and judgemental areas, reviewed their audit working papers. Throughout the audit we had continuous interaction with
our component audit teams through meetings, status update calls and ad hoc queries.
The impact of climate change on our audit
In planning our audit, we considered the potential impacts of climate change on the Group and Company’s business and its financial
statements. The Group has set out in the Strategic Report on pages 42 to 63 its commitment to achieving reductions in Scope 1 and
Scope 2 greenhouse gas emissions (GHGs) and also reductions in Scope 3 GHGs by 2030 as well as its commitment to a number of other
shorter-term targets.
As a part of our audit, we have incorporated climate change into our risk assessment, including enquiries of management, to
understand how the impact of these commitments made by the Group in respect of climate change may impact the financial
statements and our audit. There was no impact of this work on our key audit matters.
We have read the disclosures of climate related information in the Annual Report and Financial Statements and considered whether it is
materially consistent with the financial statements and our audit knowledge.
Other information
The other information comprises the information included in the Annual Report and Financial Statements, other than the financial statements
and our auditor’s report thereon. The directors are responsible for the other information contained within the Annual Report and
Financial Statements.
Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our
report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with
the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such
material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement
in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude
that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Responsibilities of directors
As explained more fully in the Directors’ Responsibility Statement, the directors are responsible for the preparation of the financial
statements and for being satisfied that they give a true and fair view and otherwise comply with the Companies Act 2014, and for such
internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the Group and Company’s ability to continue as a
going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the
directors either intend to liquidate the Group and Company or to cease operations, or have no realistic alternative but to do so.
Independent auditor’s report to the members of Glanbia plc continued
165
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a
high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (Ireland) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
A further description of our responsibilities for the audit of the financial statements is located on IAASA’s website at: https://iaasa.ie/
publications/description-of-the-auditors-responsibilities-for-the-audit-of-the-financial-statements/. This description forms part of our
auditor’s report.
Extent to which the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our
procedures are capable of detecting irregularities, including fraud is detailed below.
Identifying and assessing potential risks related to irregularities
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws
and regulations, we considered the following:
• the nature of the industry and sector, control environment and business performance including the design of the Group’s
remuneration policies, key drivers for directors’ remuneration, bonus levels and performance targets;
• the Group’s own assessment of the risks that irregularities may occur either as a result of fraud or error;
• results of our enquiries of management, internal audit, legal counsel, Company Secretary and the Audit Committee about their own
identification and assessment of the risks of irregularities;
• any matters we identified having obtained and reviewed the Group’s documentation of their policies and procedures relating to:
- identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-
compliance;
- detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud;
- the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations.
• the matters discussed among the audit engagement team including component audit teams and relevant internal specialists,
including tax, valuations, pensions, and IT specialists regarding how and where fraud might occur in the financial statements and any
potential indicators of fraud.
As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and
identified the greatest potential for fraud in the following area(s): ‘Revenue recognition – promotional arrangements’. In common with all
audits under ISAs (Ireland), we are also required to perform specific procedures to respond to the risk of management override.
We also obtained an understanding of the legal and regulatory frameworks that the Group operates in, focusing on provisions of those
laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The
key laws and regulations we considered in this context included the Companies Act 2014, UK Corporate Governance Code, Irish and UK
Listing Rules, pensions legislation, and tax legislation in Ireland and the United States.
In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but
compliance with which may be fundamental to the Group’s ability to operate or to avoid a material penalty. These included the food
safety and environmental regulations that the Group operates under.
Audit response to risks identified
As a result of performing the above, we identified ‘Revenue recognition – promotional arrangements’ as a key audit matter related to the
potential risk of fraud. The key audit matter section of our report explains the matter in more detail and also describes the specific
procedures we performed in response to that key audit matter.
In addition to the above, our procedures to respond to risks identified included the following:
• reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of
relevant laws and regulations described as having a direct effect on the financial statements;
• enquiring of management, the Audit Committee and in-house and external legal counsel concerning actual and potential litigation
and claims;
• performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material
misstatement due to fraud;
• reading minutes of meetings of those charged with governance, reviewing internal audit reports and reviewing correspondence with
relevant tax authorities; and
• in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other
adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and
evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members including
internal specialists and component audit teams, and remained alert to any indications of fraud or non-compliance with laws and
regulations throughout the audit.
166 Glanbia plc | Annual Report and Financial Statements 2024
Report on other legal and regulatory requirements
Opinion on other matters prescribed by the Companies Act 2014
Based solely on the work undertaken in the course of the audit, we report that:
• We have obtained all the information and explanations which we consider necessary for the purposes of our audit.
• In our opinion the accounting records of the Company were sufficient to permit the financial statements to be readily and properly
audited.
• The Company balance sheet is in agreement with the accounting records.
• In our opinion the information given in the directors’ report is consistent with the financial statements.
• In our opinion, those parts of the directors’ report specified for our review, which does not include sustainability reporting when
required by Part 28 of the Companies Act 2014, have been prepared in accordance with the Companies Act 2014.
Corporate Governance Statement required by the Companies Act 2014
We report, in relation to information given in the Corporate Governance Statement on pages 80 to 103 that:
• In our opinion, based on the work undertaken during the course of the audit, the information given in the Corporate Governance
Statement pursuant to subsections 2(c) and (d) of section 1373 of the Companies Act 2014 is consistent with the Company’s statutory
financial statements in respect of the financial period concerned and such information has been prepared in accordance with the
Companies Act 2014.
Based on our knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not
identified any material misstatements in this information.
• In our opinion, based on the work undertaken during the course of the audit, the Corporate Governance Statement contains the
information required by Regulation 6(2) of the European Union (Disclosure of Non-Financial and Diversity Information by certain large
undertakings and groups) Regulations 2017 (as amended); and
• In our opinion, based on the work undertaken during the course of the audit, the information required pursuant to section 1373(2)
(a),(b),(e) and (f) of the Companies Act 2014 is contained in the Corporate Governance Statement.
Corporate Governance Statement
The Listing Rules and ISAs (Ireland) require us to review the directors’ statement in relation to going concern, longer-term viability
and the part of the Corporate Governance Statement relating to the Group’s compliance with the provisions of the UK Corporate
Governance Code specified for our review.
Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate
Governance Statement is materially consistent with the financial statements and our knowledge obtained during the audit:
• the directors’ statement with regards the appropriateness of adopting the going concern basis of accounting and any material
uncertainties identified set out on pages 67 to 68 and page 232;
• the directors’ explanation as to its assessment of the Group’s prospects, the period this assessment covers and why the period is
appropriate pages 68 to 69;
• the directors’ statement on fair, balanced and understandable page 102;
• the board’s confirmation that it has carried out a robust assessment of the emerging and principal risks and the disclosures in the
annual report that describe the principal risks and the procedures in place to identify emerging risks and an explanation of how they
are being managed or mitigated pages 67 to 77;
• the section of the annual report that describes the review of effectiveness of risk management and internal control systems pages
64 to 66; and
• the section describing the work of the audit committee pages 104 to 111.
Matters on which we are required to report by exception
Based on the knowledge and understanding of the Group and Company and their environment obtained in the course of the audit,
we have not identified material misstatements in those parts of the directors’ report as specified for our review.
The Companies Act 2014 requires us to report to you if, in our opinion, the Company has not provided the information required by
Regulation 5(2) to 5(7) of the European Union (Disclosure of Non-Financial and Diversity Information by certain large undertakings
and groups) Regulations 2017 (as amended). We have nothing to report in this regard.
The Companies Act 2014 also requires us to report to you if, in our opinion, the Company has not provided the information required
by Section 1110N in relation to its remuneration report. We have nothing to report in this regard.
We have nothing to report in respect of the provisions in the Companies Act 2014 which require us to report to you if, in our opinion,
the disclosures of directors’ remuneration and transactions specified by law are not made.
Independent auditor’s report to the members of Glanbia plc continued
167
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
Other matters which we are required to address
We were appointed by Glanbia plc on 27 April 2016 to audit the financial statements for the financial period end date 31 December 2016.
The period of total uninterrupted engagement including previous renewals and reappointments of the firm is nine years, covering the
financial periods ended 31 December 2016 to 4 January 2025.
The non-audit services prohibited by IAASA’s Ethical Standard were not provided and we remained independent of the company in
conducting the audit.
Our audit opinion is consistent with the additional report to the audit committee we are required to provide in accordance with ISA
(Ireland) 260.
Use of our report
This report is made solely to the Company’s members, as a body, in accordance with Section 391 of the Companies Act 2014. Our audit
work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an
auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone
other than the Company and the Company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
Emer O’Shaughnessy
For and on behalf of Deloitte Ireland LLP
Chartered Accountants and Statutory Audit Firm
Deloitte & Touche House, Earlsfort Terrace, Dublin 2
25 February 2025
168 Glanbia plc | Annual Report and Financial Statements 2024
Group income statement
for the financial year ended 4 January 2025
2024
2023
Notes
Pre-
exceptional
$m
Exceptional
$m
(note 6)
Total
$m
Pre-
exceptional
$m
Exceptional
$m
(note 6)
Total
$m
Continuing operations
Revenue*
4
3,839.7
– 3,839.7
5,425.4
–
5,425.4
Cost of goods sold*
(2,674.3)
–
(2,674.3)
(4,301.3)
–
(4,301.3)
Gross profit
1,165.4
–
1,165.4
1,124.1
–
1,124.1
Selling and distribution expenses
(449.9)
–
(449.9)
(474.6)
(0.4)
(475.0)
Administration expenses
(238.3)
(26.9)
(265.2)
(228.1)
48.2
(179.9)
Net impairment gain on financial assets
5
1.0
–
1.0
2.6
–
2.6
Operating profit before intangible asset amortisation
and impairment
478.2
(26.9)
451.3
424.0
47.8
471.8
Intangible asset amortisation and impairment
16
(82.1)
(134.5)
(216.6)
(79.6)
–
(79.6)
Operating profit
396.1
(161.4)
234.7
344.4
47.8
392.2
Finance income
10
5.4
–
5.4
9.8
–
9.8
Finance costs
10
(32.2)
–
(32.2)
(22.1)
–
(22.1)
Share of results of joint ventures accounted for using the
equity method
17
0.1
–
0.1
12.5
–
12.5
Profit before taxation
369.4
(161.4)
208.0
344.6
47.8
392.4
Income taxes
11
(59.1)
15.8
(43.3)
(46.5)
1.8
(44.7)
Profit from continuing operations
310.3
(145.6)
164.7
298.1
49.6
347.7
Discontinued operations
Loss after tax from discontinued operations
33
–
–
–
–
(3.2)
(3.2)
Profit for the year
310.3
(145.6)
164.7
298.1
46.4
344.5
Attributable to:
Equity holders of the Company
24
164.7
344.4
Non-controlling interests
–
0.1
164.7
344.5
Earnings Per Share from continuing operations attributable to the equity holders of the Company
Basic Earnings Per Share (cent)
12
63.21
130.41
Diluted Earnings Per Share (cent)
12
62.45
128.67
Earnings Per Share attributable to the equity holders of the Company
Basic Earnings Per Share (cent)
12
63.21
129.21
Diluted Earnings Per Share (cent)
12
62.45
127.50
*Current period revenue and cost of goods sold are not comparable with those of the prior period. Refer to note 2 for details.
169
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
Notes
2024
$m
2023
$m
Profit for the year
164.7
344.5
Other comprehensive income
Items that will not be reclassified subsequently to the Group income statement:
Remeasurements on defined benefit plans, net of deferred tax
4.1
1.5
Revaluation of equity investments at FVOCI, net of deferred tax
23 –
0.2
Share of other comprehensive income of joint ventures accounted for using the equity
method, net of deferred tax
17
–
0.1
Items that may be reclassified subsequently to the Group income statement:
Currency translation differences
23
(5.5)
4.4
Currency translation difference arising on net investment hedge
23
(7.0)
3.5
Movement in cash flow hedges, net of deferred tax
23(c)
1.5
(2.9)
Share of other comprehensive income of joint ventures accounted for using the equity
method, net of deferred tax
17
(0.1)
(2.5)
Other comprehensive income for the year, net of tax
(7.0)
4.3
Total comprehensive income for the year
157.7
348.8
Attributable to:
Equity holders of the Company
157.7
348.7
Non-controlling interests
–
0.1
Total comprehensive income for the year
157.7
348.8
Group statement of comprehensive income
for the financial year ended 4 January 2025
170 Glanbia plc | Annual Report and Financial Statements 2024
Group balance sheet
as at 4 January 2025
Notes
4 January
2025
$m
30 December
2023
$m
ASSETS
Non-current assets
Property, plant and equipment
14
518.6
515.1
Right-of-use assets
15
87.0
88.3
Intangible assets
16
1,608.0
1,537.3
Interests in joint ventures
17
157.5
159.3
Other financial assets
18
0.9
2.6
Deferred tax assets
26
3.4
5.2
Retirement benefit assets
8
12.0
8.2
2,387.4
2,316.0
Current assets
Inventories
20
634.8
550.2
Trade and other receivables
19
391.5
501.8
Current tax receivable
17.0
17.4
Derivative financial instruments
29(a)
1.4
–
Cash and cash equivalents (excluding bank overdrafts)
21
417.0
413.7
1,461.7
1,483.1
Assets held for sale
33
25.4
–
1,487.1
1,483.1
Total assets
3,874.5
3,799.1
EQUITY
Issued capital and reserves attributable to equity holders of the Company
Share capital and share premium
22
129.3
129.7
Other reserves
23
168.3
172.1
Retained earnings
24
1,775.2
1,830.8
Total equity
2,072.8
2,132.6
LIABILITIES
Non-current liabilities
Borrowings
25
552.2
553.5
Lease liabilities
15
85.1
89.3
Retirement benefit obligations
8
1.0
1.0
Deferred tax liabilities
26
104.6
137.9
Provisions
27
4.3
4.3
747.2
786.0
Current liabilities
Trade and other payables
28
611.7
659.1
Borrowings
25
300.8
108.9
Lease liabilities
15
20.8
20.1
Current tax liabilities
101.9
67.3
Derivative financial instruments
29(a)
–
2.0
Provisions
27
10.7
23.1
1,045.9
880.5
Liabilities held for sale
33
8.6
–
1,054.5
880.5
Total liabilities
1,801.7
1,666.5
Total equity and liabilities
3,874.5
3,799.1
On behalf of the Board
Donard Gaynor
Directors
Hugh McGuire
Mark Garvey
25 February 2025
171
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
Attributable to equity holders of the Company
2024
Share capital
and share
premium
$m
(note 22)
Other
reserves
$m
(note 23)
Retained
earnings
$m
(note 24)
Total
$m
Non-
controlling
interests
$m
Total
$m
Balance at 31 December 2023
129.7
172.1
1,830.8
2,132.6
–
2,132.6
Profit for the year
–
–
164.7
164.7
–
164.7
Other comprehensive income
–
(11.1)
4.1
(7.0)
–
(7.0)
Total comprehensive income for the year
–
(11.1)
168.8
157.7
–
157.7
Dividends
–
–
(104.4)
(104.4)
–
(104.4)
Purchase of own shares
–
(129.8)
–
(129.8)
–
(129.8)
Cancellation of own shares
(0.4)
111.4
(111.0)
–
–
–
Share-based payment expense
–
18.2
–
18.2
–
18.2
Transfer on exercise, vesting or expiry of share-based
payments
–
7.5
(7.5)
–
–
–
Deferred tax on share-based payments
–
–
(1.5)
(1.5)
–
(1.5)
Balance at 4 January 2025
129.3
168.3
1,775.2
2,072.8
–
2,072.8
2023
Balance at 1 January 2023
130.2
167.9
1,686.2
1,984.3
8.4
1,992.7
Profit for the year
–
–
344.4
344.4
0.1
344.5
Other comprehensive income
–
2.7
1.6
4.3
–
4.3
Total comprehensive income for the year
–
2.7
346.0
348.7
0.1
348.8
Dividends
–
–
(97.2)
(97.2)
–
(97.2)
Purchase of own shares
–
(148.1)
–
(148.1)
–
(148.1)
Cancellation of own shares
(0.5)
109.2
(108.7)
–
–
–
Share-based payment expense
–
24.5
–
24.5
–
24.5
Transfer on exercise, vesting or expiry of share-based
payments
–
5.8
(5.8)
–
–
–
Deferred tax on share-based payments
–
–
2.1
2.1
–
2.1
Acquisition of NCI
–
–
8.2
8.2
(8.5)
(0.3)
Transfer to Group income statement
–
10.1
–
10.1
–
10.1
Balance at 30 December 2023
129.7
172.1
1,830.8
2,132.6
–
2,132.6
Group statement of changes in equity
for the financial year ended 4 January 2025
172 Glanbia plc | Annual Report and Financial Statements 2024
Notes
2024
$m
2023
$m
Cash flows from operating activities
Cash generated from operating activities before exceptional items
32(a)
531.6
491.4
Cash outflow related to exceptional items
(22.7)
(11.8)
Interest received
6.1
10.7
Interest paid (including interest paid on lease liabilities)
(31.3)
(22.0)
Tax paid
(40.5)
(40.5)
Net cash inflow from operating activities
443.2
427.8
Cash flows from investing activities
Payment for acquisition of subsidiary, net of cash acquired
(298.0)
(71.4)
Purchase of property, plant and equipment
(54.3)
(42.0)
Purchase of intangible assets
16
(32.8)
(32.2)
Proceeds from sale of property, plant and equipment
2.7
–
Dividends received from related parties
5.0
32.0
Proceeds from disposal/redemption of FVOCI financial assets
2.4
–
Proceeds from disposal of Leprino Foods (exceptional)
–
123.4
Proceeds on repayment of loans advanced to Leprino Foods EU Limited
35
–
71.3
Loans advanced to Leprino Foods EU Limited
35
–
(3.5)
Proceeds from disposal of assets and liabilities held for sale (exceptional)
–
8.6
Net cash outflow from discontinued operations
–
(1.7)
Net cash (outflow)/inflow from investing activities
(375.0)
84.5
Cash flows from financing activities
Purchase of own shares
23
(129.8)
(148.1)
Drawdown of borrowings
25/32(c)
672.8
140.8
Repayment of borrowings
25/32(c)
(673.3)
(271.6)
Payment of lease liabilities
32(c)
(23.7)
(19.9)
Payment for acquisition of NCI
–
(0.3)
Dividends paid to Company shareholders
13/24
(104.4)
(97.2)
Net cash outflow from financing activities
(258.4)
(396.3)
Net (decrease)/increase in cash and cash equivalents
25
(190.2)
116.0
Cash and cash equivalents at the beginning of the year
304.8
192.5
Effects of exchange rate changes on cash and cash equivalents
1.6
(3.7)
Cash and cash equivalents at the end of the year
21
116.2
304.8
Group statement of cash flows
for the financial year ended 4 January 2025
173
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
1. General information
Glanbia plc (the “Company”) and its subsidiaries (together the “Group”) is a leading global nutrition group with geographical presence in
regions that include Americas, Europe and Asia Pacific. The Company is a public limited company incorporated and domiciled in Ireland,
the number under which it is registered is 129933. The address of its registered office is Glanbia House, Kilkenny, R95 E866, Ireland. The
Company is the ultimate parent of the Group and its shares are quoted on the Euronext Dublin and London Stock Exchange.
The consolidated financial statements were approved and authorised for issue by the Board of Directors on 25 February 2025.
2. Accounting policies
The material accounting policies adopted in the preparation of the financial statements are set out below. These policies have been
consistently applied to all years presented by the Group and joint venture unless otherwise stated.
Basis of preparation
The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (‘IFRS’) and
their interpretations approved by the International Accounting Standards Board (‘IASB’) as adopted by the European Union (‘EU’) and
those parts of the Companies Act 2014, applicable to companies reporting under IFRS. The consolidated financial statements comply
with Article 4 of the EU IAS Regulation. IFRS adopted by the EU differs in certain respects from IFRS issued by the IASB. References to
IFRS hereafter refer to IFRS adopted by the EU.
The consolidated financial statements have been prepared under the historical cost convention as modified by use of fair values for
certain other financial assets, contingent consideration, put option liability, and derivative financial instruments.
The preparation of the consolidated financial statements in conformity with IFRS requires the use of estimates, judgements and
assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the
reported amounts of revenues and expenses during the reporting period. Although these estimates are based on management’s best
knowledge of the amount, event or actions, actual results ultimately may differ from these estimates. See note 3.
Amounts are stated in US dollar millions ($m) unless otherwise stated. These financial statements are prepared for the 53-week period ended
4 January 2025. Comparatives are for the 52-week period ended 30 December 2023. The balance sheets for 2024 and 2023 have been
drawn up as at 4 January 2025 and 30 December 2023 respectively.
The Going Concern Statement on pages 67 to 68 forms part of the Group financial statements.
Change in US joint venture commercial arrangements
Following an announcement on 16 August 2023, the Group amended the commercial arrangements between Glanbia Nutritionals and
its US joint venture effective 1 January 2024. Under the previous commercial terms, the Group was considered to be a principal under
IFRS 15 and consequently recorded the gross value of revenues and corresponding cost of sales on joint venture products sold. Under
the new commercial terms, the Group is considered to be an agent under IFRS 15 and recognises commissions earned on the sale of joint
venture products. The change in commercial terms has impacted the recognition and presentation of revenues and cost of sales from
2024 onwards only. Consequently, revenues, costs of sales, and corresponding transactional amounts with its joint venture in the current
year are not comparable with those of the prior year.
Change in Group income statement format
Certain line items on the Group income statement that were previously presented in the Operating profit note (cost of goods sold, gross
profit, selling and distribution expenses, administration expenses, net impairment gain on financial assets) have now been presented directly
on the Group income statement. Refer to the Group income statement for the amounts involved. There is no impact on reported profit or net
assets as a result of this change. This change supports the Group’s intention to simplify reporting to be more in line with peers.
Impact of climate related matters
The Group has considered the impact of climate change on the financial statements including the impairment of financial and non-
financial assets, the useful lives of those assets, and provisions, particularly in the context of the potential transition and physical risks
identified and assessed within Taskforce for Climate-related Financial Disclosure (TCFD) report and the associated mitigation plans in
place. In the prior year, the assessment concluded that climate change is not expected to have a significant impact on the viability of
the Group. The findings and conclusion of the assessment continue to be valid for the current year. See below for specific considerations
which were included in the assessment.
• The climate-related risk and opportunity (CRO) assessment to assess the potential impact of these risks and opportunities for the
Group did not indicate obsolete production methods, site locations or products. Consequently, management do not determine any
significant impact on the business, including operating or capital expenditure requirements, at this point in time.
• The impact of transition and physical risks identified and the potential impact on the carrying value of fixed assets and intangible
assets were specifically considered in the context of the estimated time horizon impact and output from the financial quantification
exercise carried out on each of the climate-related risks assessed. There was no significant impact to the carrying value of these
assets as recorded in the Group balance sheet.
• The Group considered our environmental commitments, including our carbon emission reduction targets, and the proposed
Scope 1 and 2 decarbonisation plan to 2030 and concluded that there was no significant provision requirements related to these
commitments or plans required.
In addition to the above considerations, we further considered the impact of climate change in the impairment testing of goodwill and
indefinite life intangibles for 2024. Refer to note 16 for further details.
Notes to the financial statements
for the financial year ended 4 January 2025
174 Glanbia plc | Annual Report and Financial Statements 2024
Notes to the financial statements continued
2. Accounting policies continued
Basis of consolidation
Subsidiaries
The consolidated financial statements incorporate the financial statements of the Company and its subsidiaries. Subsidiaries are
entities over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns
from its involvement with the entity and has the ability to affect those returns through its power over the entity.
Subsidiaries are consolidated from the date on which control is transferred to the Group and are no longer consolidated from the date
that control ceases. Profit or loss and each component of other comprehensive income (“OCI”) are attributed to the equity holders of
the Company and to the non-controlling interests (“NCI”). Inter-company assets and liabilities, equity, income, expenses and cash flows
relating to transactions between members of the Group are eliminated on consolidation.
Interests in joint ventures
Interests in joint arrangements are classified as either joint operations or joint ventures depending on the contractual rights and
obligations of each investor. The Group has assessed the nature of its joint arrangements and determined them to be joint ventures.
Interests in joint ventures are accounted for using the equity method of accounting. Under the equity method of accounting, interests
in joint ventures are initially recognised at cost. The Group’s share of joint ventures’ post acquisition profits or losses after tax are
recognised in the ‘Share of results of joint ventures accounted for using the equity method’ in the Group income statement. The Group’s
share of joint ventures post acquisition movement in reserves is recognised in the Group statement of comprehensive income.
The cumulative post acquisition movements are adjusted against the carrying amount of the investment less any impairment in value. Where
indicators of impairment arise, the carrying amount of the joint venture is tested for impairment by comparing its recoverable amount against
its carrying value.
Unrealised gains arising from transactions with joint ventures are eliminated to the extent of the Group’s interest in the entity. Unrealised
losses are similarly eliminated to the extent that they do not provide evidence of impairment of a transferred asset.
When the Group’s share of losses in a joint venture equals or exceeds its interest in the joint venture, the Group does not recognise
further losses unless the Group has incurred obligations or made payments on behalf of the joint venture.
When the Group ceases to have joint control, any retained interest in the entity is re-measured to its fair value at the date when joint
control is lost with the change in carrying amount recognised in the income statement. This may mean that amounts previously
recognised in other comprehensive income are classified to the Group income statement.
Foreign currency translation
Functional and presentation currency
Items included in the financial statements of each of the Group’s subsidiaries and joint ventures are measured using the currency of
the primary economic environment in which the entity operates (the functional currency). The consolidated financial statements are
presented in US dollar.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the date of the
transactions. Foreign exchange gains and losses resulting from the settlement of such transactions are recognised in the income
statement, except when deferred in equity as qualifying cash flow hedges or net investment hedges.
Monetary assets and liabilities denominated in foreign currencies are retranslated at the rate of exchange ruling at the reporting date.
Currency translation differences on monetary assets and liabilities are taken to the income statement, except when deferred in equity in
the currency translation reserve as (i) qualifying cash flow hedges or (ii) exchange gains or losses on long-term intra-group loans and on
net investment hedges.
Subsidiaries and joint ventures
The income statement and balance sheet of subsidiaries and joint ventures that have a functional currency different from the
presentation currency are translated into the presentation currency as follows:
• assets and liabilities at each reporting date are translated at the closing rate at the reporting date of the balance sheet;
• income and expenses in the income statement and statement of comprehensive income are translated at average exchange rates
for the year (unless this is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in
which case income and expenses are translated at the dates of the transactions); and
• all resulting exchange differences are recognised in other comprehensive income.
Resulting exchange differences are taken to a separate currency reserve within equity. When a foreign entity is disposed of outside the
Group, such exchange differences are recognised in the income statement as part of the gain or loss on disposal.
175
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
The principal exchange rates used for the translation of results and balance sheets into US dollar are as follows:
Average
Closing Rates
1 US dollar =
2024
2023
2024
2023
euro
0.9246
0.9247
0.9710
0.9050
Pound sterling
0.7827
0.8043
0.8058
0.7865
Business combinations
Goodwill and fair value adjustments arising on the acquisition of a foreign entity are denominated in the functional currency of the
foreign entity, recorded at the exchange rate at the date of the transaction and subsequently retranslated at the applicable closing rates.
Revenue recognition
The Group manufactures and sells performance nutrition and lifestyle nutrition products, cheese and dairy, and non-dairy nutritional
and functional ingredients. In general, there is one performance obligation relating to the sale of products in a contract with a customer.
Performance obligations are met at the point in time when control of the products has transferred to the customer, which is dependent
on the contractual terms with each customer. In most cases, control transfers to the customer when the products are dispatched or
delivered to the customer. Delivery occurs when the products have been delivered to the specific location. Refer to the ‘Change in US joint
venture commercial arrangements’ section within this note which outlines that Glanbia changed from acting as a principal to an agent in
the arrangements with its joint venture effective from 1 January 2024.
Rebates and discounts are provided for based on agreements or contracts with customers, agreed promotional arrangements and
accumulated experience using the most likely method. Judgement is exercised by management in the determination of quantum and
likelihood of rebates and discounts based on experience and historical trading patterns. Rebates and discounts are recorded in the
same period as the original revenue.
Generally, payment of the transaction price is due within credit terms that are consistent with industry practices, with no element of
financing. Thus, the Group does not adjust any of the transaction prices for the time value of money as a practical expedient as the
Group does not expect to have any contracts where the period between the transfer of the promised products to the customer and
payment by the customer exceeds one year.
Income statement format
Refer to the ‘Change in Group income statement format’ section within this note for details of a change in the Group income statement
for this reporting period.
Exceptional items
The Group has adopted an income statement format that seeks to highlight significant items within the Group results for the year. Such
items may include impairment of assets, including significant adjustments arising from the re-assessment of asset lives, adjustments
to contingent consideration, significant acquisition integration costs, restructuring costs including termination benefits, profit or loss
on disposal or termination of operations, significant reorganisation programmes that may span over a reporting period(s), significant
acquisition costs, litigation settlements, legislative changes, gains or losses on defined benefit pension plan restructuring, external
events including disasters relating to weather, pandemics, wars and other acts of God and natural disasters, and profit or loss on
disposal of investments. Certain items may span over a reporting period(s). Judgement is used by the Group in assessing the particular
items which by virtue of their scale and/or nature should be disclosed in the income statement and notes as exceptional items.
Segment reporting
The segments reported in note 4 reflect the Group’s organisation structure and the nature of the information reported to the Chief
Operating Decision Maker (“CODM”) who is identified as the Group Operating Executive.
In identifying the Group’s operating segments, management considered the following principal factors:
• the Group’s organisational structure, namely Glanbia Performance Nutrition, Glanbia Nutritionals and joint ventures
• how financial information is reported to the CODM
• existence of managers responsible for the components
• the nature of the component business activities; refer to note 4 for details
• the degree of similarity of products and services, and production processes
Finance income, finance costs and income taxes are not allocated to segments, as this type of activity is driven by central treasury and
taxation functions which manage the cash and tax position of the Group. Unallocated assets and liabilities primarily include tax, cash
and cash equivalents and borrowings. Where a material dependency or concentration on an individual customer would warrant disclosure,
this is disclosed in note 4.
176 Glanbia plc | Annual Report and Financial Statements 2024
Notes to the financial statements continued
2. Accounting policies continued
Finance income
Finance income is recognised in the income statement as it accrues using the effective interest rate method and includes net gains on
hedging instruments that are recognised in the income statement, and remeasurements of call options and contingent consideration.
Finance costs
Finance costs comprise interest payable on borrowings calculated using the effective interest rate method, net losses on hedging
instruments that are recognised in the income statement, facility fees, the unwinding of discounts on provisions, the interest expense
component of lease liabilities, and remeasurements of call options and contingent consideration.
General and specific finance costs that are directly attributable to the acquisition, construction or production of a qualifying asset are
capitalised during the period of time that is required to complete and prepare the asset for its intended use or sale. Qualifying assets
are assets that necessarily take a substantial period of time to get ready for their intended use or sale. Other finance costs are expensed
in the income statement in the period in which they are incurred.
Pension obligations
The Group operates various pension plans. The plans are funded through payments to trustee-administered funds. The Group has both
defined contribution and defined benefit plans.
Defined contribution pension
A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. The Group has no
legal or constructive obligation to pay further contributions if the fund does not hold sufficient assets to pay all employees the benefits
relating to employee service in the current and prior periods. The contributions are recognised as an employee benefit expense in the
income statement when they are due.
Defined benefit pension obligation
Defined benefit plans define an amount of pension benefit that an employee will receive on retirement, usually dependent on one or
more factors such as age, years of service and compensation.
The liability recognised in the balance sheet in respect of defined benefit pension plans is the present value of the defined benefit
obligation at the reporting date less the fair value of the plan assets. The defined benefit obligation is calculated annually by
independent actuaries using the projected unit credit method. The present value of the defined benefit obligation is determined
by discounting the estimated future cash outflows using interest rates of high-quality corporate bonds that are denominated in
the currency in which the benefits will be paid, and that have terms to maturity approximating to the terms of the related pension
obligation. The fair value of plan assets is based on market price information and in the case of quoted securities in active markets it is
the published bid price.
Remeasurement gains and losses arising from experience adjustments and changes in actuarial assumptions are recognised in the
period in which they occur, directly in other comprehensive income. They are included in retained earnings in the statement of changes
in equity and in the balance sheet. Remeasurements are not reclassified to the income statement in subsequent periods.
A curtailment arises when the Group significantly reduces the number of employees or employee entitlements covered by a plan. A past
service cost may be either a loss (when benefits are introduced or changed so that the present value of the defined benefit obligation
increases) or a gain (when benefits are withdrawn or changed so that the present value of the defined benefit obligation decreases).
A settlement occurs when an entity enters into a transaction that eliminates all further legal or constructive obligation for part or all of
the benefits provided under a defined benefit plan (other than a payment of benefits to, or on behalf of, employees in accordance with
the terms of the plan and included in the actuarial assumptions). The gain or loss on a settlement is the difference between:
(a) the present value of the defined benefit obligation being settled, as determined on the date of settlement; and
(b) the settlement price, including any plan assets transferred and any payments made directly by the entity in connection with the
settlement.
The deferred tax impact of pension plan obligations is disclosed separately within deferred tax assets.
Share-based payments
The Group operates a number of equity settled share-based compensation plans which include share award schemes which are open
to Executive Directors and certain senior managers.
The charge to the income statement in respect of share-based payments is based on the fair value of the equity instruments granted
and is spread over the performance period.
Awards under the 2018 Long-term incentive plan (2018 LTIP)
The fair value of the awards is calculated using discounted cash flows or the Monte Carlo simulation technique where the awards
contain both market and non-market vesting conditions. Where applicable, the market vesting condition is total shareholder return
(“TSR”) and, accordingly, the fair value assigned to the related equity instruments is adjusted so as to reflect the anticipated likelihood
at the grant date of achieving the market-based vesting condition. There are no revisions to the fair value at subsequent reporting dates
for changes in TSR estimates.
177
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
Awards under the 2019 Restricted share plan (2019 RSP)
The fair value of the awards is calculated using the discounted cash flow method. The awards typically contain only non-market vesting
and service conditions.
Awards under the Annual incentive deferred into shares scheme (AIDIS)
The fair value of shares awarded is determined in line with the Group’s Annual Incentive Scheme rules and equates with the cash value of
the portion of the annual incentive that will be settled by way of shares. The expense is recognised immediately in the income statement
with a corresponding entry to equity.
In respect of 2018 LTIP and 2019 RSP, non-market vesting and service conditions are included in assumptions about the number of
awards that are expected to vest. At each reporting date, the Group revises its estimates of the number of awards that are expected to
vest based on the non-market vesting and service conditions. It recognises the impact of the revision to original estimates, if any, in the
income statement with a corresponding adjustment to equity. The non-market based charge to the income statement is reversed where
awards do not vest because non-market performance conditions have not been met or where, subject to the rules of the scheme, an
employee in receipt of share awards leaves service before the end of the vesting period.
When the awards are exercised, the Company reissues shares from own shares and the fair value of the awards exercised is reclassified
from the share-based payment reserve to retained earnings.
Short-term employee benefits
Short-term employee benefits are expensed as the related service is provided. A liability is recognised for the amount expected to be
paid if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee
and the obligation can be estimated reliably.
Termination benefits
Termination benefits are payable when employment is terminated by the Group before the normal retirement date or whenever an
employee accepts voluntary redundancy in exchange for these benefits. The Group recognises termination benefits at the earlier of
the following dates: (i) when the Group can no longer withdraw the offer of those benefits; and (ii) when the entity recognises costs for
a restructuring that is within the scope of IAS 37 ‘Provisions, Contingent Liabilities and Contingent Assets’ and involves the payment of
termination benefits.
Income taxes
The tax expense for the period comprises current and deferred tax. Tax is recognised in the income statement except to the extent
that it relates to items recognised in other comprehensive income or directly in equity, in which case the tax is also recognised in other
comprehensive income or directly in equity, respectively.
A provision is recognised for those matters for which the tax determination is uncertain but it is considered probable that there will be a
future outflow of funds to a tax authority. The provisions are measured at the best estimate of the amount expected to become payable.
The assessment is based on the judgement of in-house tax experts, professional firms and previous experience of the Group. Further
detail on estimates and judgements are set out in note 3.
Current tax
Current tax is calculated on the basis of tax laws enacted or substantively enacted at the Group balance sheet date in countries where
the Group operates and generates taxable income, taking into account adjustments relating to prior years.
Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a
net basis, or to realise the asset and settle the liability simultaneously.
Deferred tax
Deferred tax is determined using tax rates and laws enacted or substantively enacted by the reporting date. Deferred tax is provided on
a non-discounted basis, using the balance sheet liability method, providing for temporary differences on the reporting date between
the tax bases of assets and liabilities and their carrying amounts in the financial statements. However, deferred tax is not accounted
for if it arises from initial recognition of an asset or liability in a transaction, other than a business combination, that at the time of the
transaction affects neither accounting nor taxable profit or loss and does not give rise to equal taxable and deductible temporary
differences. Deferred tax liabilities are not recognised to the extent they arise from the initial recognition of goodwill not having full tax
basis.
The carrying amount of a deferred tax asset or liability may change for reasons other than a change in the temporary difference itself.
Such changes might arise as a result of a change in tax rates or laws, a reassessment of the recoverability of a deferred tax asset or
a change in the expected manner of recovery of an asset or the expected manner of a settlement of a liability. The impact of these
changes is recognised in the income statement or in other comprehensive income depending on where the original deferred tax balance
was recognised.
178 Glanbia plc | Annual Report and Financial Statements 2024
Notes to the financial statements continued
2. Accounting policies continued
Deferred tax is provided on temporary differences arising on investments in subsidiaries and joint ventures except where the timing of the
reversal of the temporary difference can be controlled by the Group and it is probable that the temporary difference will not reverse in
the foreseeable future. Deferred tax assets are recognised to the extent that it is probable that future taxable profit will be available
against which the temporary differences can be utilised. Deferred tax assets and liabilities are offset when there is a legally enforceable
right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same tax authority and
the Group intends to settle its current tax assets and liabilities on a net basis.
Earnings Per Share
Earnings Per Share (“EPS”) represents the profit attributable to owners of the Company divided by the weighted average number of
ordinary shares in issue during the period excluding own shares.
Diluted EPS is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive
potential ordinary shares.
Property, plant and equipment
Cost
Property, plant and equipment (“PP&E”) is stated at cost less accumulated depreciation and impairment losses. Cost includes
expenditure that is directly attributable to the acquisition of the assets. Subsequent costs, for example the costs of major renovation,
are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future
economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably.
The carrying amount of any component accounted for as a separate asset is de-recognised when replaced. All other repairs and
maintenance are charged to the income statement during the reporting period in which they are incurred.
Gains and losses on disposals are determined by comparing proceeds with the carrying amount and are included in the income
statement. Borrowing costs directly attributable to the construction of property, plant and equipment which take a substantial period
of time to get ready for its intended use are capitalised as part of the cost of the assets.
Depreciation
Depreciation is calculated on the straight-line method to write off the cost less residual value of each asset over its estimated useful life
at the following rates:
%
Land
Nil
Buildings
2.5-5
Plant and equipment
4-33
Motor vehicles
20-25
Land and assets under construction are not depreciated. Residual values and useful lives are reviewed and adjusted if appropriate at each
reporting date.
Impairment
Carrying amounts of items of property, plant and equipment are reviewed at each balance sheet date to determine whether there is any
indication of impairment. An impairment loss is recognised whenever the carrying amount of an asset exceeds its recoverable amount.
Impairment losses are recognised in the income statement. Following the recognition of an impairment loss, the depreciation charge
applicable to the asset is adjusted prospectively in order to systematically allocate the revised carrying amount, net of any residual
value over the remaining useful life.
Leases
Right-of-use assets
The Group recognises right-of-use assets (“ROU assets”) at the commencement date of the lease (i.e. the date the underlying asset is
available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted
for any remeasurement of lease liabilities. The cost of right-of-use assets includes the initial amount of lease liabilities recognised, initial
direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. The recognised
right-of-use assets are generally depreciated on a straight-line basis over the shorter of its estimated useful life and the lease term. If the
Group is reasonably certain to exercise a purchase option, the right-of-use asset is depreciated over the underlying asset’s useful life.
Lease liabilities
At the commencement date of the lease, the Group recognises lease liabilities measured at the present value of lease payments to
be made over the lease term. The lease payments include fixed payments (including in-substance fixed payments) less any lease
incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value
guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Group
and payments of penalties for terminating a lease, if the lease term reflects the Group exercising the option to terminate. The variable
lease payments that do not depend on an index or a rate are recognised as an expense in the period on which the event or condition
that triggers the payment occurs.
179
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
In calculating the present value of lease payments, the Group uses the incremental borrowing rate (“IBR”) at the lease commencement
date if the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities
is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease
liabilities is remeasured if there is a modification, a change in the lease term, a change in the in-substance fixed lease payments or a
change in the assessment to purchase the underlying asset.
For leases of plant and equipment, and motor vehicles for which the Group is a lessee, it has elected not to separate lease and non-lease
components, and instead account for these as a single lease component.
Short-term leases and leases of low-value assets
The Group applies the short-term lease recognition exemption to its short-term leases i.e. those leases that have a lease term of
12 months or less from the commencement date and do not contain a purchase option. It also applies the lease of low-value assets
recognition exemption to leases of assets that are considered of low value. Lease payments on short-term leases and leases of low-
value assets are recognised as an expense on a straight-line basis over the lease term.
Impairment
Carrying amounts of items of right-of-use assets are reviewed at each balance sheet date to determine whether there is any
indication of impairment. An impairment loss is recognised whenever the carrying amount of an asset exceeds its recoverable amount.
Impairment losses are recognised in the income statement.
Intangible assets
Goodwill
Goodwill is initially recognised at cost being the excess of the aggregate of the consideration transferred and the amount of any
non-controlling interest in the acquired entity over the net identifiable assets of the acquired subsidiary or joint venture at the date of
acquisition. Goodwill on acquisition of subsidiaries is included within intangible assets. Goodwill associated with the acquisition of joint
ventures is not recognised separately and included within the interest in joint ventures under the equity method of accounting.
Following initial recognition, goodwill is carried at cost less accumulated impairment losses, if applicable. Goodwill impairments are not
reversed. Goodwill is not amortised but is subject to impairment testing on an annual basis and at any time during the year if an indicator
of impairment is considered to exist. The annual goodwill impairment tests are undertaken at a consistent time in each annual period.
Research and development costs
Research expenditure is recognised as an expense in the income statement as incurred.
Costs incurred on development projects (relating to the design and testing of new or improved products) are recognised as intangible
assets when it is probable that the project will be a success, considering its commercial and technological feasibility and costs can be
measured reliably. Development costs are amortised using the straight-line method over their estimated useful lives. The useful life is
typically three years.
Brands, customer relationships, recipes, know-how and other intangibles
Brands, customer relationships, recipes, know-how and other intangibles acquired as part of a business combination are stated at their
fair value at the date control is achieved.
Indefinite life brands are carried at cost less accumulated impairment losses, if applicable. Indefinite life brands are not amortised on an
annual basis but are tested annually for impairment. Indefinite life intangible assets are those for which there is no foreseeable limit to
their expected useful life. The classification of intangible assets as indefinite is assessed annually.
Definite life brands, customer relationships, recipes, know-how and other intangibles are amortised using the straight-line method over
their useful life as follows:
Years
Brands
3–40
Customer relationships
5–15
Recipes, know-how and other intangibles
2–15
The useful life used to amortise definite life brands, customer relationships, recipes, know-how and other intangibles relates to the
future performance of the assets acquired and management’s judgement of the period over which the economic benefit will be derived
from the assets.
The carrying values of definite life brands, customer relationships, recipes, know-how and other intangibles are reviewed for indicators
of impairment at each reporting date and are subject to impairment testing when events or circumstances indicate that the carrying
values may not be recoverable.
180 Glanbia plc | Annual Report and Financial Statements 2024
Notes to the financial statements continued
2. Accounting policies continued
Computer software
Computer software is stated at cost less accumulated amortisation and impairment losses. Costs incurred on the acquisition of
computer software are capitalised, as are costs directly associated with developing computer software programmes for internal use, if
they meet the recognition criteria of IAS 38 ‘Intangible Assets’. Computer software costs recognised as assets are amortised using the
straight-line method over their estimated useful lives, which is normally between five and 10 years.
Impairment of intangible assets
Goodwill and intangible assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment,
or more frequently if events or changes in circumstances indicate that they might be impaired. Other assets are tested for impairment
whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.
For the purposes of impairment testing, assets are grouped at the lowest level for which there are separately identifiable cash inflows
(cash generating units (“CGUs”)). An impairment is recognised in the income statement for the amount by which the carrying value of
the CGU exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and its value in
use. Value in use is determined as the discounted future cash flows of the CGU.
Inventories
Inventories are stated at the lower of cost and net realisable value.
Cost includes all expenditure incurred in the normal course of business in bringing the products to their present location and condition.
Cost is determined by the first-in, first-out (FIFO) method or by weighted average cost. The cost of finished goods and work in progress
comprises raw materials, direct labour, other direct costs and related production overheads (based on normal capacity). Costs of
inventories include the transfer from equity of any gains/losses on qualifying cash flow hedges which relate to purchases of raw
materials.
Net realisable value is the estimated selling price in the ordinary course of business, less all estimated costs of completion and selling
expenses. Allowance is made, where necessary, for aged, slow moving, obsolete and defective inventories.
Trade and other receivables, loans to joint ventures and financial assets at amortised cost
Trade and other receivables, loans to joint ventures and financial assets at amortised cost are classified and measured at amortised cost
as they are held to collect contractual cash flows which comprise solely payments of principal and interest, where applicable. They are
recognised initially at fair value plus transaction costs, except trade receivables that do not contain significant financing components
which are recognised at transaction price. They are subsequently measured at amortised cost using the effective interest method less
expected credit loss allowance.
The Group recognises an allowance for expected credit losses (“ECL”) for financial assets not held at fair value through profit or loss. For
credit exposures for which there has not been a significant increase in credit risk since initial recognition, ECL are provided for credit
losses that result from default events that are possible within the next 12 months. For those credit exposures for which there has been
a significant increase in credit risk since initial recognition or where there has been a credit impaired event, a lifetime expected loss
allowance is recognised, irrespective of the timing of the default.
The Group applies the IFRS 9 simplified approach to measure ECL which uses a lifetime expected loss allowance for all trade receivables.
A loss allowance for the amount of receivables that is subject to credit risk is estimated based on expected credit losses. To measure ECL,
historical loss rates are calculated based on historical credit loss experience. The loss allowance based on historical loss rates is adjusted
where appropriate to reflect current information and forward-looking information on macroeconomic factors, including the trading
environment of countries in which the Group sells its goods, which affect the ability of the debtors to settle the receivables.
The above financial assets are written off when there is no reasonable expectation of recovery such as a debtor failing to engage in a
repayment plan with the Group.
Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and in hand, and deposits held on call with banks. For the purposes of the Group
statement of cash flows, cash and cash equivalents consists of cash and cash equivalents net of bank overdrafts as bank overdrafts are
repayable on demand and they form an integral part of cash management.
Investments in equity instruments
The Group classifies and measures its investments in equity instruments at fair value. Changes in their fair value are recognised in
the income statement unless management has elected to present fair value gains and losses in OCI on an investment by investment
basis. When an election is made for an investment, there is no subsequent reclassification of fair value gains and losses related to the
investment to profit or loss following the derecognition of the investment. Dividends from such investments are recognised in profit or
loss when the Group’s right to receive payments is established.
Borrowings
Borrowings are recognised initially at fair value and subsequently stated at amortised cost.
181
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
Trade and other payables
Trade and other payables, other than put options over non-controlling interests, are recognised initially at their fair value and
subsequently measured at amortised cost which approximates to fair value given the short-term nature of these liabilities. These
amounts represent liabilities for goods and services provided to the Group prior to, or at the end of the financial year which are unpaid.
The amounts are unsecured and are usually paid within 30–90 days of recognition depending on the terms negotiated with suppliers.
Provisions, contingent liabilities and contingent assets
Provisions are recognised on the balance sheet when the Group has a constructive or legal obligation as a result of past events, it is
probable that an outflow of resources will be required to settle the obligation and the amount can be reliably estimated. Provisions
are not recognised for future operating losses. Provisions are measured using management’s best estimate of the present value of the
expenditure required to settle the present obligation at the end of the reporting period. The discount rate used to determine the present
value is a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The
increase in provision due to passage of time is recognised as an interest expense.
Provisions arising on business combinations are only recognised to the extent that they have qualified for recognition in the financial
statements of the acquiree prior to acquisition.
A contingent liability is not recognised but is disclosed where the existence of the obligation will only be confirmed by future events
or where it is not probable that an outflow of resources will be required to settle the obligation or where the amount of the obligation
cannot be measured with reasonable reliability. Contingent assets are not recognised but are disclosed where an inflow of economic
benefits is probable.
Derivative financial instruments
Derivatives are initially recorded at fair value and subsequently remeasured at their fair value at the reporting date. Derivative contracts
are recognised on the trade date, other than ‘regular way’ contracts for which settlement date accounting is applied.
The fair value of any foreign currency contracts or any commodities contract is estimated by discounting the difference between the
contractual forward price and the current forward price, using the market interest rate at the measurement date, for a time period equal to
the residual maturity of the contract. The fair value of any interest rate swap is estimated by discounting future cash flows under the swap,
using the market interest rates, at the measurement date, for time periods equal to the residual maturity of the contracted cash flows.
The method of recognising the resulting gain or loss depends on whether the derivative is designated as a hedging instrument and, if so,
the nature of the item being hedged. Changes in the fair value of any derivative instruments that do not qualify for hedge accounting
are recognised in the income statement. The Group adopts the hedge accounting model in IFRS 9.
The Group designates certain derivatives as either: (i) hedges of the fair value of recognised assets or liabilities or an unrecognised firm
commitment (fair value hedge); or (ii) hedges of a cash flow risk associated with the cash flows of recognised asset or liability or a highly
probable forecast transaction (cash flow hedge).
The Group documents at the inception of the transaction, the relationship between hedging instruments and hedged items, as well as its risk
management objective and strategy for undertaking various hedging transactions. The Group also documents its assessment, both at hedge
inception and half yearly, of whether the derivatives that are used in hedging transactions are effective in offsetting changes in fair values
or cash flows of hedged items.
The fair values of various derivative instruments used for hedging purposes are disclosed in note 29. The full fair value of a hedging
derivative is classified as a non-current asset or liability if the remaining maturity of the hedged item is more than 12 months, and as a
current asset or liability if the remaining maturity of the hedged item is less than 12 months.
Cash flow hedge
The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognised in OCI.
The gain or loss relating to the ineffective portion is recognised immediately in the income statement. Where option contracts are used to
hedge forecast transactions, the Group designates only the intrinsic value of the options as the hedging instrument. Gains or losses relating
to the effective portion of the change in intrinsic value of the options are recognised in the hedging reserve within equity. The changes in
the time value of the options that relate to the hedged item are recognised within OCI in the cost of hedging reserve within equity.
Amounts accumulated in equity are recycled in the income statement in the periods when the hedged item affects profit or loss (for
instance when the forecast sale that is hedged takes place). Where the hedged item subsequently results in the recognition of a non-
financial asset (such as inventory), the amounts accumulated in equity are included within the initial cost of the asset. The recycled gain
or loss relating to the effective portion of interest rate swaps hedging variable interest rates on borrowings is recognised in the income
statement within ‘finance income’. The recycled gain or loss relating to the effective portion of foreign exchange contracts is recognised
in the income statement. The recycled gain or loss relating to the time value and the effective portion of the intrinsic value of option
contracts are included within the initial cost of an asset.
182 Glanbia plc | Annual Report and Financial Statements 2024
Notes to the financial statements continued
2. Accounting policies continued
The Group discontinues hedge accounting only when the hedging relationship (or a part thereof) ceases to meet the qualifying criteria
(after rebalancing, if applicable). This includes instances when the hedging instrument expires or is sold, terminated or exercised. The
discontinuation is accounted for prospectively. Any gain or loss recognised in OCI and accumulated in cash flow hedge reserve at that time
remains in equity and is reclassified to the income statement when the forecast transaction occurs. When a forecast transaction is no
longer expected to occur, the gain or loss accumulated in the cash flow hedge reserve is reclassified immediately to the income statement.
Net investment hedge
Net investment hedges, including a hedge of a monetary item that is accounted for as part of the net investment, are accounted for
in a way similar to cash flow hedges. Gains or losses on the hedging instrument (for instance foreign currency borrowings) relating to
the effective portion of the hedge are recognised as OCI while any gains or losses relating to the ineffective portion are recognised
in the income statement. On disposal of the foreign operation, the cumulative value of any such gains or losses recorded in equity is
transferred to the income statement.
Financial guarantee contracts
Financial guarantee contracts are recognised as a financial liability at the time the guarantee is issued. The liability is initially measured
at fair value and subsequently at the higher of: the amount determined in accordance with the expected credit loss model under IFRS
9 Financial Instruments; and the amount initially recognised less, where appropriate, the cumulative amount of income recognised in
accordance with the revenue recognition policies set out above.
The fair value of financial guarantees is determined based on the present value of the difference in cash flows between the contractual
payments required under the debt instrument and the payments that would be required without the guarantee, or the estimated
amount that would be payable to a third party for assuming the obligations.
Share capital
Equity
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares are shown in equity as a
deduction from the proceeds. Repurchase of the Company’s own equity instruments is recognised and deducted from equity with a
transfer between the own shares reserve and retained earnings when they are cancelled. No gain or loss is recognised in profit or loss on
the purchase, sale, issue or cancellation of the Company’s own equity instruments.
Own shares
Where the Employee Share Trust and/or the Employee Share Scheme Trust (on behalf of the Company) purchases the Company’s equity
share capital, under the 2018 Long-term incentive plan, the 2019 Restricted share plan and the Annual incentive deferred into shares
scheme, the consideration paid is deducted from distributable reserves and classified as own shares until they are re-issued. Where such
shares are re-issued, they are re-issued on a first-in, first-out basis and the proceeds on re-issue of own shares are transferred from own
shares to retained earnings.
Dividends
Dividends on ordinary shares to the Company’s shareholders are recognised as a liability of the Company when approved by the
Company’s shareholders. Interim dividends are recognised when paid.
Proposed dividends that are approved after the balance sheet date are not recognised as a liability but are disclosed in the dividends note.
Business combinations
The Group uses the acquisition method of accounting to account for business combinations. The acquisition date is defined as the date the
Group gained control of the entity. The cost of the acquisition is measured at the aggregate of the fair value of the consideration given.
Upon acquisition, the Group assesses the assets acquired and liabilities assumed for appropriate classification and designation in
accordance with the contractual terms, economic circumstances and pertinent conditions as at the acquisition date. Identifiable
assets acquired, liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the
acquisition date except for deferred tax assets or liabilities and assets or liabilities related to employee benefit arrangements which
are recognised and measured in accordance with IAS 12 ‘Income Taxes’ and IAS 19 ‘Employee Benefits’ respectively. The fair value of the
assets and liabilities are based on valuations using assumptions deemed by management to be appropriate. Professional valuers are
engaged when it is deemed appropriate to do so.
Goodwill represents the excess of the aggregate of the consideration transferred and the amount of any non-controlling interest in the
acquired entity over the net identifiable assets acquired. If this is less than the fair value of the net assets of the subsidiary acquired, in
the case of a bargain purchase, the difference is recognised directly in the income statement.
If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the
Group reports provisional amounts for the items for which the valuation of the fair value of assets acquired and liabilities assumed is still
in progress. Those provisional amounts are adjusted during the measurement period of one year from the date control is achieved when
additional information is obtained about facts and circumstances which would have affected the amounts recognised as of that date.
183
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
Any contingent consideration to be transferred by the acquirer will be recognised at fair value at the acquisition date. Contingent
consideration is classified either as equity or a financial liability. Amounts classified as a financial liability are subsequently remeasured
to fair value, with changes in fair value recognised in the income statement.
Acquisition related costs are expensed as incurred in the income statement.
On an acquisition-by-acquisition basis, the Group recognises any non-controlling interest in the acquiree either at fair value or at the
non-controlling interest’s proportionate share of the acquiree’s net assets.
Non-current assets held for sale and discontinued operations
Non-current assets and disposal groups classified as held for sale are measured at the lower of the carrying value and the fair value less
costs to sell.
Non-current assets and disposal groups are classified as held for sale if their carrying amounts will be recovered through a sale
transaction rather than continued use. This condition is regarded as satisfied only when the sale is highly probable and the asset or
disposal group is available for immediate sale in its present condition. Management must be committed to the sale, which should be
expected to qualify for recognition as a completed sale within one year of the date of classification.
When the Group is committed to a sale plan involving disposal of a joint venture, the interest in the joint venture that will be disposed of is
classified as held for sale when the criteria described above are met. The Group then ceases to apply the equity method of accounting in
relation to the portion that is classified as held for sale.
A discontinued operation is a component of the entity that has been disposed of or is classified as held for sale and that represents a
separate major line of business or geographical area of operation, is part of a single coordinated plan to dispose of a separate major
line of business or geographical area of operation, or is a subsidiary acquired exclusively with a view to resale. The results of discontinued
operations are presented separately in the Group income statement. In addition, the comparative Group income statement and Group
statement of comprehensive income are re-presented as if the operation had been discontinued from the start of the comparative year.
Additional disclosures are provided in Note 33. All other notes to the financial statements include amounts for continuing operations,
unless indicated otherwise.
Adoption of new and amended standards
There were no new or amended standards that were effective for the Group during the financial year.
New and amended standards that are not yet effective
The Group has not applied new amendments to existing standards that have been issued but are not yet effective. The Group intends
to adopt these amended standards, if applicable, when they become effective. The Group is currently evaluating the impact of the
amendments and IFRS 18 on future periods.
Classification of Liabilities as Current or Non-current - Amendments to IAS 1 (EU effective date: on or after 1 January 2024)
The amendments clarify that liabilities are classified as either current or non-current, depending on the rights that exist at the end of
the reporting period. Classification is unaffected by the expectations of the entity or events after the reporting date (e.g. the receipt of a
waiver or a breach of covenant). The amendments also clarify what IAS 1 means when it refers to the ‘settlement’ of a liability.
Non-current Liabilities with Covenants - Amendments to IAS 1 (EU effective date: on or after 1 January 2024)
The amendments improve the information an entity provides when its right to defer settlement of a liability for at least twelve months
is subject to compliance with covenants. The amendments also respond to stakeholders’ concerns about the classification of such a
liability as current or non-current.
IFRS 18 – Presentation and Disclosure in Financial Statements (IASB effective date: on or after 1 January 2027)
IFRS 18 replaces IAS 1, carrying forward many of the requirements in IAS 1 unchanged and complementing them with new requirements.
IFRS 18 introduces new requirements to:
• present specified categories and defined subtotals in the statement of profit or loss.
• provide disclosures on management-defined performance measures (MPMs) in the notes to the financial statements.
• improve aggregation and disaggregation.
Other changes to IFRS have been issued but are not yet effective for the Group. However, they are either not expected to have a material
impact on the Group or they are not currently relevant for the Group.
3. Critical accounting judgements and estimates
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of
future events that are believed to be reasonable under the circumstances. The Group makes estimates and assumptions concerning the
future. The resulting accounting estimates may not equal the related actual results. Revisions to estimates are recognised prospectively.
The most significant judgements and key sources of estimation uncertainty identified in the preparation of these financial statements
are set out in this note. With the exception of retirement benefit obligations which are subject to market conditions, it is not expected
that there will be a material adjustment to the carrying value of assets and liabilities of the other outlined areas.
184 Glanbia plc | Annual Report and Financial Statements 2024
Notes to the financial statements continued
3. Critical accounting judgements and estimates continued
Judgements
Exceptional items
The Group considers that items of income or expense which are significant by virtue of their scale and/or nature should be disclosed
separately if the Group financial statements are to fairly present the financial performance and financial position of the Group. Determining
which transactions are to be considered exceptional in nature is often a subjective matter. However, circumstances that the Group believes
would give rise to exceptional items for separate disclosure are outlined in the accounting policy on exceptional items in note 2. Exceptional
items are included on the income statement line item to which they relate. In addition, for clarity, separate disclosure is made of all items in
one column on the face of the Group income statement.
US joint venture commercial arrangements
The Group is considered to be acting as an agent rather than a principal in the arrangements with joint ventures effective from 1 January
2024. The Group assessed the indicators of control within IFRS 15 to reach this conclusion. Refer to the ‘Change in US joint venture commercial
arrangements’ section and the revenue recognition policy within note 2 for further details.
Impairment testing of goodwill
Goodwill acquired in business combinations is allocated to the groups of cash generating units (“CGUs”) that are expected to benefit from
the business acquisition or, where appropriate, by recognition of a new CGU. The group of CGUs represents the lowest level within the Group
at which the associated goodwill is monitored for internal management purposes and are not larger than an operating segment. For the
purpose of impairment testing of goodwill associated with the Glanbia Performance Nutrition segment for the current financial year, individual
brands within the segment are grouped together at the regional level as it represents the lowest level within the Group at which the goodwill is
monitored for internal management purposes.
Estimates
Retirement benefit obligations
The Group operates a number of defined benefit pension plans in Ireland and the UK. The rates of contributions payable, the pension
cost and the Group’s total obligation in respect of defined benefit plans is calculated and determined by independent qualified
actuaries and updated at least annually. Refer to note 8 for the amounts associated with the Irish and UK plans.
The size of the obligation and cost of the benefits are sensitive to actuarial assumptions. These include demographic assumptions
covering mortality and longevity, and economic assumptions including price inflation, benefit and salary increases together with the
discount rate used. The Group disclose the UK defined benefit pension plan details separately from the Irish plans to identify the impact
of a change in UK assumptions on the Group’s defined benefit pension plans.
The discount rate is a highly sensitive input to the calculation of scheme liabilities. Sensitivity analysis has been completed to assess the
impact of a change in the discount rate used and other principal actuarial assumptions. Refer to note 8 for the sensitivity analysis.
Impairment testing of goodwill and indefinite life intangibles
The Group tests annually whether goodwill and indefinite life intangibles have suffered any impairment, in accordance with the
accounting policy stated in note 2. The recoverable amounts of CGUs have been determined based on value in use calculations. These
calculations require the use of estimates.
Goodwill and indefinite life intangible assets are tested for impairment using projected cash flows over a three year period. Discount rates are
based on the Group weighted average cost of capital adjusted for company risk factors and specific country risk. A terminal value assuming
2% growth into perpetuity is also applied. Refer to note 16 for the sensitivity analysis on the key assumptions used for calculating value in use of
the CGUs.
Additional information in relation to impairment testing is disclosed in note 16.
Income taxes
The Group is subject to income tax in numerous jurisdictions. Significant estimation is required in determining the worldwide provision
for income taxes. There are many transactions during the ordinary course of business for which the ultimate tax determination is
uncertain and the applicable tax legislation is open to differing interpretations. The Group takes external professional advice to help
minimise this risk. It recognises liabilities for anticipated tax authority reviews based on estimates of whether additional taxes will be
due, having regard to all information available on the tax matter. The Group engages with local tax experts to support the judgements
made where there is significant uncertainty about the position taken.
In determining any liability for amounts expected to be paid to tax authorities, the Group has regard to the tax status of the entities
involved, the external professional advice received, the status of negotiations and correspondence with the relevant tax authorities,
the best estimate of the amount expected to become payable, past practices of the tax authorities and any precedents in the relevant
jurisdiction. Where the final outcome of these tax matters is different from the amounts that were initially recorded, such differences will
impact the income tax and deferred tax provisions in the period in which such determination is made.
Deferred tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the unused
tax losses and unused tax credits may be utilised. The Group estimates the most probable amount of future taxable profits using
assumptions consistent with those employed in impairment calculations and taking into consideration applicable tax legislation in the
relevant jurisdiction.
Income taxes and deferred taxes are disclosed in notes 11 and 26 respectively.
185
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
4. Segment information
In accordance with IFRS 8 ‘Operating Segments’, the Group has identified Glanbia Performance Nutrition and Glanbia Nutritionals as
reportable segments as at 4 January 2025. Glanbia Performance Nutrition manufactures and sells sports nutrition and lifestyle nutrition
products through a variety of channels including specialty, online, Food, Drug, Mass, Club (FDMC), and distributor in a variety of formats,
including powders, Ready-to-Eat (bars and snacking foods) and Ready-to-Drink beverages. Glanbia Nutritionals manufactures and
sells cheese, dairy and non-dairy nutritional and functional ingredients, and vitamin and mineral premixes targeting the increased
market focus on health and nutrition.
All other segments and unallocated include both the results of joint ventures who manufacture and sell cheese and dairy ingredients and
unallocated corporate costs. These investees did not meet the quantitative thresholds for reportable segments in 2024 or 2023. Amounts
stated for joint ventures represents the Group’s share.
These segments align with the Group’s internal financial reporting system and the way in which the CODM assesses performance and
allocates the Group’s resources. Each segment is reviewed in its totality by the CODM. The CODM assesses the trading performance of
operating segments based on a measure of earnings before interest, tax, depreciation, amortisation and exceptional items. Given that
net finance costs and income tax are managed on a centralised basis, these items are not allocated between operating segments for
the purposes of the information presented to the CODM and are accordingly omitted from the detailed segmental analysis below.
2024
2023
Glanbia
Performance
Nutrition
$m
Glanbia
Nutritionals*
$m
All other
segments
and
unallocated
$m
Total
$m
Glanbia
Performance
Nutrition
$m
Glanbia
Nutritionals
$m
All other
segments
and
unallocated
$m
Total
$m
Segment results (pre-exceptional)
Total gross segment revenue
1,807.3
2,098.5
–
3,905.8
1,795.7
3,717.4
–
5,513.1
Inter-segment revenue
(0.6)
(65.5)
–
(66.1)
(0.1)
(87.6)
–
(87.7)
Revenue
1,806.7
2,033.0
–
3,839.7
1,795.6
3,629.8
–
5,425.4
Earnings before interest, tax,
depreciation, amortisation and
exceptional items (EBITDA)**
305.4
245.9
–
551.3
282.3
211.1
–
493.4
Share of results of joint ventures
accounted for using the equity
method
–
–
0.1
0.1
–
–
12.5
12.5
Segment assets and liabilities
Segment assets
1,700.9
1,525.1
648.5
3,874.5
1,859.6
1,285.1
654.4
3,799.1
Segment liabilities
378.8
355.5
1,067.4
1,801.7
394.7
403.5
868.3
1,666.5
Other segment information
Depreciation of PP&E
and ROU assets***
25.6
47.5
–
73.1
26.9
42.5
–
69.4
Amortisation of intangible assets
50.8
31.3
–
82.1
56.8
22.8
–
79.6
Exceptional charge/(gain)
139.8
1.1
20.5
161.4
3.4
2.2
(53.4)
(47.8)
Capital expenditure – additions
24.4
75.5
6.4
106.3
16.1
48.9
12.6
77.6
Capital expenditure – business
combinations
–
285.3
–
285.3
–
41.8
–
41.8
*
Current period revenue is not comparable with that of the prior period. Refer to note 2 for details.
** The Group moved to presenting EBITDA in lieu of EBITA in the current period to continue its ambition to simplify reporting to be more in line with its peers.
*** Includes depreciation of property, plant and equipment of $52.2 million (2023: $49.7 million), reversal of an impairment of property, plant and equipment of $1.0
million (2023: nil) and depreciation of right-of-use assets of $21.9 million (2023: $19.7 million) .
Revenue of $433.8 million is derived from an external customer within the Glanbia Nutritionals segment. Within the same segment in the
prior period, revenues from two external customers were $966.2 million and $771.3 million respectively.
186 Glanbia plc | Annual Report and Financial Statements 2024
Notes to the financial statements continued
4. Segment information continued
Segment earnings before interest, tax, depreciation, amortisation and exceptional items are reconciled to reported profit before
taxation and profit after taxation as follows:
Notes
2024
$m
2023
$m
Earnings before interest,tax,depreciation,amortisation and exceptional items (EBITDA)
551.3
493.4
Finance income
10
5.4
9.8
Finance costs
10
(32.2)
(22.1)
Share of results of joint ventures accounted for using the equity method
0.1
12.5
Exceptional items
6
(161.4)
47.8
Intangible asset amortisation
16
(82.1)
(79.6)
Depreciation of property, plant and equipment
14
(52.2)
(49.7)
Reversal of impairment of property, plant and equipment
14
1.0
-
Depreciation of right-of-use assets
15
(21.9)
(19.7)
Profit before taxation
208.0
392.4
Income taxes
11
(43.3)
(44.7)
Loss after tax from discontinued operations
–
(3.2)
Profit for the year
164.7
344.5
Geographical information
Revenue from external customers, and non-current assets, other than financial instruments, deferred tax assets, and retirement benefit
assets attributable to the country of domicile and all foreign countries of operation for which revenue/non-current assets exceed 10% of
total Group revenue/non-current assets are set out below.
Revenue from external customers in the table below and in the disaggregation of revenue by primary geographical markets table
below is allocated to geographical areas based on the place of delivery or collection of the products sold as agreed with customers as
opposed to the end use market where the product may be consumed.
2024
2023
Revenue
$m
Non-current
assets
$m
Revenue
$m
Non-current
assets
$m
Ireland (country of domicile)
45.7
1,064.4
18.0
821.4
US*
2,718.1
1,180.8
4,296.7
1,281.5
Other
– North America (excluding US)
115.0
5.6
106.6
6.3
– Europe (excluding Ireland)
471.3
108.9
473.0
178.7
– Asia Pacific
367.9
11.3
379.3
12.0
– LATAM
56.7
0.1
95.0
0.1
– Rest of World
65.0
–
56.8
–
3,839.7
2,371.1
5,425.4
2,300.0
Disaggregation of revenue
Revenue is disaggregated based on the Group’s internal reporting structures, the primary geographical markets in which the Group
operates, the timing of revenue recognition, and channel mix as set out in the following tables.
2024
2023
Glanbia
Performance
Nutrition
$m
Glanbia
Nutritionals*
$m
Total
$m
Glanbia
Performance
Nutrition
$m
Glanbia
Nutritionals
$m
Total
$m
Internal reporting structures
Nutritional Solutions
–
1,007.7
1,007.7
–
1,008.5
1,008.5
US Cheese
–
1,025.3
1,025.3
–
2,621.3
2,621.3
GPN Americas
1,161.0
–
1,161.0
1,166.7
–
1,166.7
GPN International
645.7
–
645.7
628.9
–
628.9
1,806.7
2,033.0
3,839.7
1,795.6
3,629.8
5,425.4
Primary geographical markets
North America
1,162.6
1,670.5
2,833.1
1,185.5
3,217.8
4,403.3
Europe
351.8
165.2
517.0
361.1
129.9
491.0
Asia Pacific
226.7
141.2
367.9
196.6
182.7
379.3
LATAM
21.7
35.0
56.7
13.6
81.4
95.0
Rest of World
43.9
21.1
65.0
38.8
18.0
56.8
1,806.7
2,033.0
3,839.7
1,795.6
3,629.8
5,425.4
Timing of revenue recognition
Products transferred at point in time
1,806.7
2,033.0
3,839.7
1,795.6
3,629.8
5,425.4
Products transferred over time
–
–
–
–
–
–
1,806.7
2,033.0
3,839.7
1,795.6
3,629.8
5,425.4
*
Current period revenue is not comparable with that of the prior period. Refer to note 2 for details.
187
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
Channel mix for Glanbia Performance Nutrition
2024
$m
2023
$m
Distributor
363.8
369.3
Food, Drug, Mass, Club (FDMC)
635.5
630.3
Online
599.5
576.3
Specialty
207.9
219.7
1,806.7
1,795.6
The disaggregation of revenue by channel mix is most relevant for Glanbia Performance Nutrition.
5. Operating profit
Operating profit is stated after (charging)/crediting:
2024
2023
Notes
Pre-
exceptional
$m
Exceptional
$m
Total
$m
Pre-
exceptional
$m
Exceptional
$m
Total
$m
Cost of inventories recognised as an expense
in cost of goods sold*
20
(2,163.8)
-
(2,163.8)
(3,850.7)
–
(3,850.7)
Employee benefit expense
7
(557.5)
(5.2)
(562.7)
(495.3)
(6.7)
(502.0)
Depreciation of property, plant and
equipment
14
(52.2)
-
(52.2)
(49.7)
–
(49.7)
Impairment of property, plant and
equipment
14
-
(2.0)
(2.0)
–
–
–
Profit/(loss) on disposal of property, plant
and equipment
32(a)
0.3
-
0.3
(1.2)
–
(1.2)
Reversal of impairment of property, plant
and equipment
14
1.0
-
1.0
–
–
–
Depreciation of right-of-use assets
15
(21.9)
-
(21.9)
(19.7)
–
(19.7)
Impairment of right-of-use assets
15
-
(0.9)
(0.9)
–
–
–
Amortisation of intangible assets
16
(82.1)
-
(82.1)
(79.6)
–
(79.6)
Impairment of intangible assets
16
-
(134.5)
(134.5)
–
–
–
Loss on disposal of intangible assets
32(a)
(0.5)
-
(0.5)
–
–
–
Research and development costs
(23.1)
-
(23.1)
(22.1)
–
(22.1)
Lease rentals
(3.8)
-
(3.8)
(4.2)
(0.1)
(4.3)
Net impairment gain on financial assets
1.0
-
1.0
2.6
–
2.6
Auditor’s remuneration
(2.6)
-
(2.6)
(2.3)
–
(2.3)
Net foreign exchange loss
(2.4)
-
(2.4)
(0.4)
–
(0.4)
*
Current period cost of inventories recognised as an expense in cost of goods sold is not comparable with that of the prior period. Refer to note 2 for details.
Total impairment charge in note 6 relates to total exceptional impairment charges in the above table. Group-wide transformation
programme charge in note 6 is recorded in the ‘Administration expenses’ line item in the Group income statement.
The following table discloses the fees paid or payable to Deloitte Ireland LLP, the Group auditor, and to other statutory audit firms in the
Deloitte network:
Statutory auditor
Other statutory auditor
network firms
2024
$m
2023
$m
2024
$m
2023
$m
The audit of the Group financial statements
1.4
1.3
1.2
1.0
Other assurance services
–
–
–
–
Tax advisory services
–
–
–
–
Other non-audit services
–
–
–
–
1.4
1.3
1.2
1.0
In addition to the above, Deloitte Ireland LLP and Deloitte network member firms received fees of $0.3 million (2023: $0.3 million) in
respect of the audit of the Group’s joint ventures.
188 Glanbia plc | Annual Report and Financial Statements 2024
Notes to the financial statements continued
6. Exceptional items
The nature of the total exceptional items is as follows:
Notes
2024
$m
2023
$m
Group-wide transformation programme
(a)
18.0
6.0
Acquisition and integration costs
(b)
5.7
–
Pension related costs
(c)
0.3
2.5
Net gain on disposal/exit of operations
(d)
–
(56.3)
Impairment of non-core assets held for sale
(e)
46.0
–
Impairment of intangible assets
(f)
91.4
–
Total
161.4
(47.8)
Exceptional tax credit
11
(15.8)
(1.8)
Total exceptional charge/(gain) from continuing operations
145.6
(49.6)
Exceptional charge after tax from discontinued operations
(g)
–
3.2
Total exceptional charge/(gain) after tax for the year
32(a)
145.6
(46.4)
Details of the exceptional items are as follows:
(a) Group-wide transformation programme: During 2023 the Group commenced a number of initiatives to realign support functions
and optimise structures to more efficiently support business operations and growth. On 6 November 2024, a group-wide
transformation programme was announced to drive efficiencies across the new operating model and support the next phase of
growth. This multi-year programme is focused on driving efficiencies across the Group’s operating model and supply chains while
leveraging the Group’s digital transformation capabilities.
During 2024 the Group incurred costs of $18.0 million (2023: $6.0 million) primarily related to advisory fees and people related costs.
(b) Acquisition and integration costs: These costs relate to the transaction and integration costs associated with the Flavor Producers
business.
(c) Pension related costs: These costs relate to the restructure of certain legacy defined benefit pension schemes in the UK. Final wind
up is anticipated in 2025.
(d) Net gain on disposal/exit of operations: The prior year net gain related primarily to disposals of the UK and EU Leprino Foods joint
ventures and a small US bottling facility (Aseptic Solutions) which were previously designated as held for sale.
(e) Impairment of non-core assets held for sale: The charge relates to fair value adjustments to reduce the carrying value of assets
held for sale to recoverable value. The assets relate to the Benelux Direct-To-Consumer (DTC) online branded business (Body & Fit
Sportsnutrition B.V.). Following the completion of a portfolio review, these assets and liabilities were determined to be non-core and a
decision was made to divest of them, resulting in the designation as held for sale at year end. A process of disposal has commenced
and a sale is expected to be executed in FY 2025.
(f) Impairment of intangible assets: In accordance with IAS 36 Impairment of Assets, the Group is required to assess goodwill and
other intangible assets for impairment. Accordingly, impairment reviews are performed annually, or more frequently if there is an
indication that the carrying amount may not be recoverable. A non-cash impairment charge of $91.4 million has been recognised
during the year in respect of the SlimFast Americas cash generating unit reflecting continuing challenges in the weight management
category impacting the brand’s performance. Subsequent to year end the Directors approved the commencement of a sales process
for the SlimFast brand.
(g) Exceptional charge after tax from discontinued operations: Prior year charge related to the crystallisation of certain contingent
costs associated with the Groups divestment of Tirlán Limited.
189
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
7. Employment
The aggregate payroll costs of employees (including Executive Directors) in the Group were:
Notes
2024
$m
2023
$m
Wages and salaries
467.0
415.8
Social insurance costs
41.5
32.6
Retirement benefit costs
– Defined contribution plans
8
17.0
14.4
– Defined benefit plans
0.6
1.5
17.6
15.9
Other compensation costs
– Private health insurance
31.8
28.4
– Share-based payment expense
9
18.2
24.5
– Company car allowance
2.8
2.4
52.8
55.3
578.9
519.6
Included within the aggregate payroll costs are exceptional items of $5.2 million (2023: $6.7 million) which include redundancy costs
of $1.7 million (2023: $4.3 million). Capitalised labour costs of $16.2 million (2023: $17.6 million) are included within the aggregate payroll
costs while the remaining post-exceptional costs of $562.7 million (2023: $502.0 million) are recognised as an expense (note 5).
The Directors’ remuneration information is shown on tables A and B on pages 138 to 139 in the Remuneration Committee Report.
The average number of employees, excluding the Group’s joint ventures, is analysed into the following reportable segments:
2024
2023
Glanbia Performance Nutrition
2,163
2,040
Glanbia Nutritionals
2,952
2,814
5,115
4,854
190 Glanbia plc | Annual Report and Financial Statements 2024
Notes to the financial statements continued
8. Retirement benefit obligations
Defined contribution pension plans
The Group has a number of defined contribution pension plans in operation. $17.0 million (2023: $14.4 million) was recognised in the Group
income statement during the year (note 7).
Defined benefit pension plans
Recognition in the Group balance sheet:
2024
$m
2023
$m
Non-current assets
Surplus on defined benefit pension plan
12.0
8.2
Non-current liabilities
Deficit on defined benefit pension plan
(1.0)
(1.0)
Net defined benefit pension plans asset
11.0
7.2
The Group operates defined benefit pension plans in the Republic of Ireland (“Ireland”) and the United Kingdom (“UK”). The defined benefit
pension plans in Ireland and the UK are administered by independent Boards of Trustees through separate trustee controlled funds. These
Boards are responsible for the management and governance of the pension plans including compliance with all relevant laws and
regulations. Each of the Group’s defined benefit pension plans operate under their respective regulatory frameworks and minimum funding
requirements in Ireland and the statutory funding objective in the UK. The UK pension plans comprise solely of pensioners and deferred
pensioners.
The defined benefit pension plans provide retirement and death benefits for the Group’s employees. The majority of the defined benefit
pension plans are career average pension plans, which provide benefits to members in the form of a guaranteed level of pension payable
for life. The level of benefits provided depends on members’ length of service and their average salary over their period of employment.
The contributions paid to the defined benefit pension plans are in accordance with the schedule of contributions agreed between the
Group and the Trustees of the relevant plans as recommended in the actuarial valuation reports or in subsequent actuarial advice.
The contributions are partly funded by the employees, where they are required to contribute a fixed percentage of pensionable salary,
and partly by the Group. The latest actuarial valuation reports for these plans, which are not available for public inspection, are dated
between 30 June 2018 and 1 January 2024.
In 2021, the Trustee Boards of two UK pension plans completed a buy-in transaction whereby the assets of the plans were invested in
a bulk purchase annuity policy with a UK pension insurance specialist. During 2023, the Trustee Boards completed a full buy-out of the
plans, following which the insurance company became responsible for the plan obligations, and the associated defined benefit assets
and matching defined benefit obligations were derecognised from the Group balance sheet.
The net UK pension liabilities at the end of the reporting period relate primarily to Guaranteed Minimum Pension equalisation (“GMPe”).
During 2023, there was a final contribution from the Group of $1.6 million in respect of these GMPe liabilities for a UK pension plan which
resulted in a charge to the income statement of $0.7 million.
The amounts recognised in the Group balance sheet and the movements in the net defined benefit asset over the year are detailed in
the following page. The net asset disclosed relates to funded plans. There are no unfunded plans.
191
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
2024
ROI
$m
UK
$m
Total
$m
Fair value of plan assets:
At the beginning of the year
106.8
0.4
107.2
Interest income
3.2
–
3.2
Recognised in profit or loss
3.2
–
3.2
Remeasurements
Return of plan assets in excess of interest income
0.7
–
0.7
Recognised in OCI
0.7
–
0.7
Exchange differences
(7.0)
–
(7.0)
Contributions paid by the employer
0.6
–
0.6
Contributions paid by the employee
0.3
–
0.3
Benefits paid
(10.3)
(0.2)
(10.5)
At the end of the year
94.3
0.2
94.5
Present value of obligations:
At the beginning of the year
(98.8)
(1.2)
(100.0)
Current service cost
(0.8)
–
(0.8)
Interest expense
(2.9)
(0.1)
(3.0)
Recognised in profit or loss
(3.7)
(0.1)
(3.8)
Remeasurements
Loss from experience adjustments
(0.4)
0.1
(0.3)
Gain from changes in financial assumptions
4.2
–
4.2
Recognised in OCI
3.8
0.1
3.9
Exchange differences
6.2
–
6.2
Contributions paid by the employee
(0.3)
–
(0.3)
Benefits paid
10.3
0.2
10.5
At the end of the year
(82.5)
(1.0)
(83.5)
Net asset/(liability)
11.8
(0.8)
11.0
2023
Fair value of plan assets:
At the beginning of the year
97.5
84.5
182.0
Interest income
3.6
3.3
6.9
Settlement loss*
–
(77.0)
(77.0)
Total amount recognised in profit or loss
3.6
(73.7)
(70.1)
Remeasurements
Return of plan assets in excess of interest income
3.8
(7.2)
(3.4)
Recognised in OCI
3.8
(7.2)
(3.4)
Exchange differences
3.6
2.9
6.5
Contributions paid by the employer
3.5
1.6
5.1
Contributions paid by the employee
0.3
–
0.3
Benefits paid
(5.5)
(7.7)
(13.2)
At the end of the year
106.8
0.4
107.2
Present value of obligations:
At the beginning of the year
(94.4)
(85.9)
(180.3)
Current service cost
(1.0)
–
(1.0)
Interest expense
(3.4)
(3.3)
(6.7)
Settlement gain*
–
76.3
76.3
Total amount recognised in profit or loss
(4.4)
73.0
68.6
Remeasurements
Gain/(loss) from experience adjustments
2.8
(0.8)
2.0
Gain from changes in demographic assumptions
–
1.5
1.5
(Loss)/gain from changes in financial assumptions
(4.6)
6.2
1.6
Recognised in OCI
(1.8)
6.9
5.1
Exchange differences
(3.4)
(2.9)
(6.3)
Contributions paid by the employee
(0.3)
–
(0.3)
Benefits paid
5.5
7.7
13.2
At the end of the year
(98.8)
(1.2)
(100.0)
Net asset/(liability)
8.0
(0.8)
7.2
*
Included in pension related costs (note 6).
192 Glanbia plc | Annual Report and Financial Statements 2024
Notes to the financial statements continued
8. Retirement benefit obligations continued
The fair value of plan assets at the end of the reporting period is as follows:
2024
2023
Quoted
$m
Unquoted
$m
Total
$m
%
Quoted
$m
Unquoted
$m
Total
$m
%
Equities
– Consumer
1.2
−
1.2
1
3.3
−
3.3
3
– Financials
1.7
−
1.7
2
2.5
−
2.5
2
– Information technology
1.9
−
1.9
2
3.9
−
3.9
4
– Other
4.9
−
4.9
5
7.8
−
7.8
7
Corporate bonds
– Investment grade
4.1
−
4.1
4
8.5
−
8.5
8
– Non investment grade
0.3
−
0.3
−
0.6
−
0.6
1
– Cash
−
−
−
−
0.1
−
0.1
−
Government bonds and gilts
28.4
−
28.4
30
16.3
−
16.3
15
Property
−
1.9
1.9
2
−
2.4
2.4
2
Cash
0.4
2.9
3.3
3
0.2
1.7
1.9
2
Investment funds
3.5
−
3.5
4
9.2
−
9.2
9
Annuities
−
43.2
43.2
47
−
50.4
50.4
47
Other
0.1
−
0.1
−
0.3
−
0.3
−
46.5
48.0
94.5
100
52.7
54.5
107.2
100
The plan assets at the end of the reporting period do not include any equities held in the Group, nor does the Group use or occupy any of
the plan assets.
Principal risks in the defined benefit pension plans
The Group is exposed to limited risk from the UK pension plans given that the net UK pension liabilities at the end of the reporting period
relate primarily to GMPe. Accordingly the most significant risk that the Irish pension plans are subject to are detailed below.
Investment risk
The pension liabilities are discounted using market yields on high-quality corporate bonds. If the return on plan assets is below this rate,
it will create a plan deficit. Currently, the pension plans hold investments in primarily annuities and government bonds and gilts. The
Trustees conduct investment reviews to take advice on asset allocation, taking into account asset valuations, liability durations, funding
measurements and an achievement of an appropriate return on assets.
Interest rate risk
A decrease in corporate bond yields will increase plan liabilities, although this will be partially offset by an increase in the value of
the plans’ bond holdings. A change in the net defined benefit obligation as a result of changes in the discount rate leads to volatility
in the Group balance sheet, Group income statement and Group statement of comprehensive income. It also impacts the funding
requirements for the plans.
Inflation risk
A significant proportion of the benefits under the plans are linked to inflation, be it consumer price inflation or retail price inflation, which
in most cases are subject to a cap on annual increases. Although there are caps in force on inflation increases and the plans’ assets are
expected to provide a good hedge against inflation over the long term, higher inflation will lead to higher liabilities.
Longevity risk
The present value of the defined benefit obligation is calculated by reference to the best estimate of the life expectancy of plan
participants both during and after their employment. An increase in the life expectancy of the plan participants will increase the defined
benefit obligation.
193
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
Principal assumptions used in the defined benefit pension plans
The principal assumptions used for the purposes of the actuarial valuations were as follows:
2024
2023
ROI
UK
ROI
UK
Discount rate
3.45%
5.60%
3.20%
4.70%
Inflation rate
1.85% 2.80%-3.20%
2.00%
2.55%-3.10%
Future salary increases*
2.85%
0.00%
3.00%
0.00%
Future pension increases
0.00% 2.75%-3.05%
0.00%
2.55%-3.00%
Mortality rates (years)
– Male – currently aged 65 years old
22.0
20.2
22.1
20.7
– Female – currently aged 65 years old
24.5
22.4
24.4
22.9
– Male – reaching 65 years of age in 20 years’ time
23.4
21.2
24.3
21.7
– Female – reaching 65 years of age in 20 years’ time
25.9
23.6
26.4
24.1
*
The ROI defined benefit pension plans are on a career average structure therefore this assumption does not have a material impact. The UK defined benefit
pension plans comprise solely pensioners and deferred pensioners.
Assumptions regarding future mortality experience are set based on actuarial advice in accordance with published statistics and
experience in each territory.
Sensitivity analysis for principal assumptions used to measure plan liabilities
There are inherent uncertainties surrounding the financial assumptions adopted in calculating the actuarial valuation of the Group’s
defined benefit pension plans. The following table analyses, for the Group’s pension plans, the estimated impact on the plan liabilities
resulting from changes to key actuarial assumptions, with all other assumptions remaining constant. A sensitivity analysis has not been
provided for the UK pension plans for 2024 as their remaining liabilities at the reporting date relate to GMPe which are independent of
the assumptions.
The sensitivity analysis may not be representative of the actual change in the defined benefit obligation as it is unlikely that the change
in the assumptions would occur in isolation of one another as some of the assumptions may be correlated. The impact on the plan
liabilities has been calculated using the projected unit credit method, which is the same as that applied in calculating the defined
benefit obligation recognised in the Group balance sheet.
There have been no changes from the previous year in the methods used in preparing the sensitivity analysis.
2024
2023
Assumption
Change in assumption
Increase
$m
Decrease
$m
Increase
$m
Decrease
$m
ROI
Discount rate
0.50% movement
(4.7)
5.2
(6.0)
6.6
Inflation rate
0.50% movement
1.1
(1.0)
1.4
(1.3)
Mortality rate
1 year movement
2.3
(2.3)
2.7
(2.7)
Future salary increases*
Future pension increases**
2024
2023
ROI
Expected contributions to the defined benefit plans for the coming year ($m)
0.5
0.2
Weighted average duration of the defined benefit plans (years)
14 years
13 years
*
The ROI defined benefit pension plans are career average plans. As a result, future salary increases will not have a material impact on the plan liabilities.
** There are no future pension increases agreed in the material defined benefit pension plans.
194 Glanbia plc | Annual Report and Financial Statements 2024
Notes to the financial statements continued
9. Share-based payment expense
The Group operates various equity settled share-based payment arrangements which are described in this note. Further details of the
plans are available in the Remuneration Committee Report on pages 120 to 139.
The total cost recognised in the Group income statement is analysed as follows:
Notes
2024
$m
2023
$m
The 2018 Long-term incentive plan (2018 LTIP)
13.9
18.8
The 2019 Restricted Share Plan (2019 RSP)
1.2
1.8
The annual incentive deferred into shares scheme (AIDIS)
3.1
3.9
7/23/32(a)
18.2
24.5
2018 LTIP
For awards granted from 2022 to participants other than the Executive Directors and members of the Group Operating Executive
(“GOE”), 50% of the awards vest over a three year period based on the vesting conditions as described below. The remaining 50% vest
annually and evenly over three consecutive years following the grant based on service condition and personal objectives. For awards
granted to Executive Directors and members of the GOE, and previously granted awards, the awards vest over a three-year period
based on vesting conditions as detailed below.
The extent of vesting for awards granted from 2022 is determined based on a combination of performance metrics that comprised
of Group adjusted Earnings Per Share (“EPS”), Group Return on Capital Employed (“ROCE”), Environmental, Social and Governance
(“ESG”), and a service condition. For previously granted awards, the extent of vesting for awards is determined based on Group adjusted
EPS, Group ROCE, relative Total Shareholder Return (“TSR”) performance against the STOXX Europe 600 Food & Beverage index,
business segment EBITA and ROCE where applicable, a service condition, personal objectives, and ESG for the 2021 share awards where
applicable.
Vesting is determined on a straight line basis between threshold and maximum. There is a requirement to hold shares received pursuant
to the vesting of LTIP awards for a minimum period of two years post-vesting for members of the GOE (and one year otherwise for
awards granted before 2022).
The maximum annual award level is 150% of base salary. Awards lapse/expire by the fourth anniversary of the date of a grant.
2019 RSP
This scheme was introduced in 2019 to provide share awards to certain employees. The maximum award level is 150% of base salary. The
extent of vesting for awards outstanding is generally determined based on a service condition and personal objectives.
AIDIS
This scheme is an annual performance related incentive scheme for Executive Directors and members of the GOE. The fair value of AIDIS
was calculated as $3.1 million in 2024 (2023: $3.9 million) and equates to the cash value of the portion of the annual incentive that will be
settled by way of shares. The number of shares received is determined by the share price on the date of vest. Effective 2022, the Executive
Directors and members of the GOE are required to hold 60% of the shares received (net of any applicable taxes and social security) for a
period of two years and three years for the balance post vesting.
Details of awards granted under 2018 LTIP and 2019 RSP are as follows:
2024
2023
2018 LTIP
2019 RSP
2018 LTIP
2019 RSP
At the beginning of the year
4,053,445
181,348
4,595,659
279,990
Granted
1,057,127
212,955
1,403,396
23,397
Vested
(1,655,110)
(115,672)
(1,367,455)
(122,039)
Lapsed
(421,305)
(20,000)
(578,155)
–
At the end of the year
3,034,157
258,631
4,053,445
181,348
Weighted average fair value of awards granted
€16.96
€16.15
€12.69
€13.93
The assumptions used in the valuation of the awards granted under 2018 LTIP and 2019 RSP included:
2024 awards
2023 awards
2018 LTIP
2019 RSP
2018 LTIP
2019 RSP
Year of earliest vesting date
2025
2025-2027
2024
2024-2025
Share price at date of award
€17.89
€14.81-€18.27
€13.66
€13.47-€15.14
Expected dividend yield
1.98%
2.02%-2.39%
2.77%
2.13%-2.39%
195
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
10. Finance income and costs
Notes
2024
$m
2023
$m
Finance income
Interest income on cash and deposits
5.1
4.6
Interest income on swaps
0.3
4.0
Interest income on loans to joint ventures
–
1.0
Remeasurements of contingent consideration
–
0.2
Total finance income
5.4
9.8
Finance costs
Bank borrowing costs
(16.0)
(6.4)
Finance cost of private placement debt
(10.4)
(10.1)
Facility fees
(2.8)
(2.9)
Interest expense on lease liabilities
15
(3.0)
(2.7)
Total finance costs
(32.2)
(22.1)
Net finance costs
(26.8)
(12.3)
11. Income taxes
Notes
2024
$m
2023
$m
Current tax
Irish current tax charge
22.1
5.3
Adjustments in respect of prior years
0.1
(2.3)
Irish current tax for the year
22.2
3.0
Foreign current tax charge
50.5
47.0
Adjustments in respect of prior years
0.2
(5.8)
Foreign current tax for the year
50.7
41.2
Total current tax
72.9
44.2
Deferred tax
Deferred tax – current year
(28.3)
(5.2)
Adjustments in respect of prior years
(1.3)
5.7
Total deferred tax
26
(29.6)
0.5
Tax charge
43.3
44.7
The tax credit on exceptional items included in the above amounts is as follows:
Notes
2024
$m
2023
$m
Current tax credit on exceptional items
(1.0)
(1.8)
Deferred tax credit on exceptional items
(14.8)
–
Total tax credit on exceptional items for the year
6
(15.8)
(1.8)
The tax credit on exceptional items has been disclosed separately above as it relates to costs and income which have been presented as
exceptional.
196 Glanbia plc | Annual Report and Financial Statements 2024
Notes to the financial statements continued
11. Income taxes continued
The tax on the Group’s profit before tax differs from the theoretical amount that would arise applying the corporation tax rate in Ireland,
as follows:
2024
$m
2023
$m
Profit before tax
208.0
392.4
Income tax calculated at Irish rate of 12.5% (2023: 12.5%)
26.0
49.1
Earnings at non-standard Irish tax rate
1.1
0.9
Difference due to overseas tax rates (capital and trading)
1.4
(4.8)
Adjustment to tax charge in respect of previous periods
(1.0)
(2.3)
Tax on share of results of joint ventures accounted for using the equity method included in profit before tax
–
(1.6)
Difference due to permanent differences within exceptional items - non-deductible costs/(non-taxable
income)
10.2
(7.2)
Other reconciling items
5.6
10.6
Total tax charge
43.3
44.7
Details of deferred tax charged or credited directly to other comprehensive income during the year are outlined in note 26.
Factors that may affect future tax charges and other disclosure requirements
The total tax charge in future periods will be affected by any changes to applicable tax rates in force in jurisdictions in which the Group
operates and other relevant changes in tax legislation. The total tax charge of the Group may also be influenced by the effects of
corporate development activity and the resolution of uncertain tax positions where the outcome is different from the amounts recorded
(note 3).
The Group adopted the amendments to IAS 12 in the prior year. The IASB amended the scope of IAS 12 to clarify that the Standard
applies to income taxes arising from tax law enacted or substantively enacted to implement the Global Anti-Base Erosion (‘GloBE’)
rules published by the OECD (the ‘Pillar Two’ model rules) including tax law that implements qualified domestic minimum top-up taxes
described in those rules.
The amendments introduced a temporary exception to the accounting requirements for deferred taxes in IAS 12, so that an entity would
neither recognise nor disclose information about deferred tax assets and liabilities related to Pillar Two income taxes. The Group is
required to disclose that it has applied the exception and to disclose separately its current tax expense/(income) related to Pillar Two
income taxes.
The Group has applied the temporary exception contained in the amendments issued by the IASB from the accounting requirements
for deferred taxes in IAS 12. Accordingly, the Group neither recognises nor discloses information about deferred tax assets and liabilities
related to Pillar Two income taxes.
On 18 December 2023, the government of Ireland enacted Pillar Two income taxes legislation in Ireland, effective 1 January 2024, under
which Glanbia plc, the ultimate parent company of the Group, is required to pay to the Irish tax authorities top-up tax on the profits of its
subsidiaries with an effective tax rate of less than 15 per cent for each jurisdiction in which the Group operates, or it can elect to rely on
safe harbour criteria to exclude qualifying subsidiaries.
No current tax income or expense related to Pillar Two income taxes was recognised in the tax charge for the year ended 4 January 2025
(2023: nil).
197
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
12. Earnings Per Share
Basic
Basic Earnings Per Share is calculated by dividing profit after tax attributable to the equity holders of the Company by the weighted
average number of ordinary shares in issue during the year, excluding ordinary shares purchased by the Group and held as own shares
(note 23). The weighted average number of ordinary shares in issue used in the calculation of Basic Earnings Per Share is 260,554,311
(2023: 266,548,048).
Diluted
Diluted Earnings Per Share is calculated by adjusting the weighted average number of ordinary shares in issue to assume conversion of
all potential dilutive ordinary shares. Share awards are the Company’s only potential dilutive ordinary shares. The share awards, which
are performance based, are treated as contingently issuable shares, because their issue is contingent upon satisfaction of specified
performance conditions, as well as the passage of time. Contingently issuable shares are included in the calculation of Diluted Earnings
Per Share to the extent that conditions governing exercisability have been satisfied, as if the end of the reporting period were the end of
the vesting period.
2024
2023
Continuing
operations
Discontinued
operations
Total
Continuing
operations
Discontinued
operations
Total
Profit after tax attributable to equity holders
of the Company ($m)
164.7
–
164.7
347.6
(3.2)
344.4
Basic Earnings Per Share (cent)
63.21
–
63.21
130.41
(1.20)
129.21
Diluted Earnings Per Share (cent)
62.45
–
62.45
128.67
(1.17)
127.50
2024
2023
Weighted average number of ordinary shares in issue
260,554,311
266,548,048
Shares deemed to be issued for no consideration in respect of share awards
3,181,275
3,594,033
Weighted average number of shares used in the calculation of Diluted Earnings Per Share
263,735,586
270,142,081
13. Dividends
The dividends paid and recommended on ordinary share capital are as follows:
Notes
2024
$m
2023
$m
Equity dividends to shareholders
Final – paid EUR 21.21c per ordinary share (2023: EUR 19.28c)
60.2
57.6
Interim – paid EUR 15.64c per ordinary share (2023: EUR 14.22c)
45.2
39.9
Total
105.4
97.5
Reconciliation to Group statement of cash flows and Group statement of changes in equity
Dividends to shareholders
105.4
97.5
Waived dividends in relation to own shares
(0.6)
(0.3)
Dividend Withholding Tax refund
(0.4)
–
Total dividends paid to equity holders of the Company
24
104.4
97.2
Equity dividends recommended
Final 2024– proposed EUR 23.33c per ordinary share (2023: EUR 21.21c)
62.2
62.1
The amount of dividends recommended is based on the number of issued shares at year end (note 22). The actual amount will be based
on the number of issued shares on the record date (note 36).
198 Glanbia plc | Annual Report and Financial Statements 2024
Notes to the financial statements continued
14. Property, plant and equipment
Notes
Land and
buildings
$m
Plant and
equipment
$m
Motor
Vehicles
$m
Total
$m
Year ended 4 January 2025
Opening carrying amount
241.9
273.0
0.2
515.1
Exchange differences
(2.5)
(1.3)
–
(3.8)
Acquisitions
34
–
11.2
–
11.2
Additions
17.7
38.5
0.6
56.8
Depreciation charge
5/32(a)
(12.3)
(39.7)
(0.2)
(52.2)
Reclassification
0.1
(0.6)
0.5
–
Disposal of assets
(3.6)
(0.8)
–
(4.4)
Impairment reversal
5
1.0
–
–
1.0
Impairment
5
(1.8)
(0.2)
–
(2.0)
Transferred to assets held for sale
33
(2.8)
(0.3)
–
(3.1)
Closing carrying amount
237.7
279.8
1.1
518.6
At 4 January 2025
Cost
369.6
755.4
3.9
1,128.9
Accumulated depreciation and impairment
(131.9)
(475.6)
(2.8)
(610.3)
Carrying amount
237.7
279.8
1.1
518.6
Year ended 30 December 2023
Opening carrying amount
239.2
271.5
0.1
510.8
Exchange differences
0.9
0.9
0.2
2.0
Acquisitions
5.6
5.8
–
11.4
Additions
4.7
37.1
–
41.8
Depreciation charge
5/32(a)
(11.9)
(37.7)
(0.1)
(49.7)
Reclassification
3.4
(3.4)
–
–
Disposal of assets
–
(1.2)
–
(1.2)
Closing carrying amount
241.9
273.0
0.2
515.1
At 30 December 2023
Cost
385.5
736.9
3.5
1,125.9
Accumulated depreciation and impairment
(143.6)
(463.9)
(3.3)
(610.8)
Carrying amount
241.9
273.0
0.2
515.1
Included in the closing cost at 4 January 2025 is an amount of $24.5 million (2023: $56.0 million) incurred in respect of assets under
construction. Included in the cost of additions for 2024 is $0.3 million (2023: $0.8 million) incurred in respect of staff costs capitalised into
assets.
199
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
15. Leasing
The movement in right-of-use assets during the year is as follows:
Notes
Land and
buildings
$m
Plant and
equipment
$m
Motor
vehicles
$m
Total
$m
Year ended 4 January 2025
Opening carrying amount
81.3
3.9
3.1
88.3
Exchange differences
(0.7)
0.1
(0.1)
(0.7)
Acquisitions
34
2.3
–
–
2.3
Additions
9.0
3.6
4.1
16.7
Disposals
–
(0.2)
–
(0.2)
Remeasurements
4.2
0.9
(0.3)
4.8
Reclassification
(0.3)
–
0.3
–
Depreciation charge
4/5/32(a)
(16.3)
(3.1)
(2.5)
(21.9)
Impairment
5
(0.8)
–
(0.1)
(0.9)
Transferred to assets held for sale
33
(1.3)
–
(0.1)
(1.4)
Closing carrying amount
77.4
5.2
4.4
87.0
At 4 January 2025
Cost
140.9
12.9
10.7
164.5
Accumulated depreciation and impairment
(63.5)
(7.7)
(6.3)
(77.5)
Carrying amount
77.4
5.2
4.4
87.0
Year ended 30 December 2023
Opening carrying amount
91.8
5.3
3.6
100.7
Exchange differences
0.3
–
–
0.3
Acquisitions
1.1
0.1
–
1.2
Additions
0.6
1.3
1.7
3.6
Disposals
(1.3)
(0.1)
–
(1.4)
Remeasurements
3.6
–
–
3.6
Depreciation charge
5/32(a)
(14.8)
(2.7)
(2.2)
(19.7)
Closing carrying amount
81.3
3.9
3.1
88.3
At 30 December 2023
Cost
129.6
9.8
9.7
149.1
Accumulated depreciation and impairment
(48.3)
(5.9)
(6.6)
(60.8)
Carrying amount
81.3
3.9
3.1
88.3
Amounts recognised in the Group income statement included the following:
Notes
2024
$m
2023
$m
Depreciation charge of right-of-use assets
5
21.9
19.7
Impairment of right-of-use assets
5
0.9
–
Interest expense on lease liabilities
10
3.0
2.7
Expense relating to short-term leases
3.5
4.2
Expense relating to variable lease payments not included in lease liabilities
0.1
0.1
The total cash outflow for leases during the year was $29.1 million (2023: $24.9 million). At 4 January 2025, the Group was committed to
$1.1 million (2023: $0.8 million) for short-term leases. Income from subleasing was immaterial in the current and prior year.
Certain building leases contain extension options exercisable by the Group. As at 4 January 2025, undiscounted potential future
lease payments of $75.9 million (2023: $75.9 million) have not been included in lease liabilities because it is not reasonably certain that the
extension options, $71.8 million (2023: $72.3 million) of which relate to periods more than five years from the reporting date, will be availed
of. At 4 January 2025, the undiscounted future lease payments relating to leases that have not yet commenced which the Group is
committed to are $3.2 million (2023: $0.5 million). The effect of excluding future cash outflows arising from variable lease payments,
termination options, and residual value guarantees from lease liabilities is not material for the Group.
Lease liabilities shown in the Group balance sheet are as follows:
Notes
2024
$m
2023
$m
Current
20.8
20.1
Non-current
85.1
89.3
Total
30(c)/32(c)
105.9
109.4
Refer to note 30(b) for a maturity analysis of the undiscounted lease liabilities arising from the Group’s leasing activities.
200 Glanbia plc | Annual Report and Financial Statements 2024
Notes to the financial statements continued
16. Intangible assets
Notes
Goodwill
$m
Brands
and other
intangibles
$m
Software
costs
$m
Development
costs
$m
Total
$m
Year ended 4 January 2025
Opening carrying amount
727.4
699.5
88.2
22.2
1,537.3
Exchange differences
(4.3)
(2.4)
(3.7)
0.2
(10.2)
Acquisitions
144.8
127.0
–
–
271.8
Additions
–
–
19.3
13.5
32.8
Disposals
–
–
(0.2)
(0.3)
(0.5)
Amortisation
4/5/32(a)
–
(49.9)
(18.9)
(13.3)
(82.1)
Impairment
5
(30.8)
(95.4)
(8.3)
–
(134.5)
Transferred to assets held for sale
33
–
(6.2)
(0.2)
(0.2)
(6.6)
Closing carrying amount
837.1
672.6
76.2
22.1
1,608.0
At 4 January 2025
Cost
837.1
1,231.1
169.3
74.4
2,311.9
Accumulated amortisation and impairment
–
(558.5)
(93.1)
(52.3)
(703.9)
Carrying amount
837.1
672.6
76.2
22.1
1,608.0
Year ended 30 December 2023
Opening carrying amount
712.9
726.8
85.3
23.8
1,548.8
Exchange differences
3.1
1.4
2.5
–
7.0
Acquisitions
11.4
17.8
–
–
29.2
Additions
–
–
20.1
12.1
32.2
Disposals
–
–
–
(0.3)
(0.3)
Amortisation
4/5/32(a)
–
(46.5)
(19.7)
(13.4)
(79.6)
Closing carrying amount
727.4
699.5
88.2
22.2
1,537.3
At 30 December 2023
Cost
727.4
1,121.9
200.2
68.2
2,117.7
Accumulated amortisation and impairment
–
(422.4)
(112.0)
(46.0)
(580.4)
Carrying amount
727.4
699.5
88.2
22.2
1,537.3
The average remaining amortisation period for software costs is 4.4 years (2023: 4.0 years) and development costs is 1.9 years (2023: 1.8
years).
Approximately $12.6 million (2023: $12.8 million) of software additions during the year were internally generated which included $8.8
million (2023: $10.8 million) of staff costs capitalised. Approximately $13.5 million (2023: $12.1 million) of additions to development costs
during the year were internally generated which included $7.1 million (2023: $6.0 million) of staff costs capitalised.
201
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
Brands and other intangibles
Notes
Brands
$m
Customer
relationships
$m
Recipes, Know-
how
and other
$m
Total
$m
Year ended 4 January 2025
Opening carrying amount
482.8
168.9
47.8
699.5
Exchange differences
(2.0)
(0.3)
(0.1)
(2.4)
Acquisitions
34
8.0
17.0
102.0
127.0
Amortisation
(14.5)
(26.8)
(8.6)
(49.9)
Impairment
(73.6)
(21.8)
–
(95.4)
Transferred to assets held for sale
(6.2)
–
–
(6.2)
Closing carrying amount
394.5
137.0
141.1
672.6
At 4 January 2025
Cost
573.1
489.9
168.1
1,231.1
Accumulated amortisation and impairment
(178.6)
(352.9)
(27.0)
(558.5)
Carrying amount
394.5
137.0
141.1
672.6
Year ended 30 December 2023
Opening carrying amount
491.1
194.4
41.3
726.8
Exchange differences
1.1
0.3
–
1.4
Acquisitions
3.3
4.5
10.0
17.8
Reclassification
0.2
(0.1)
(0.1)
–
Amortisation
(12.9)
(30.2)
(3.4)
(46.5)
Closing carrying amount
482.8
168.9
47.8
699.5
At 30 December 2023
Cost
580.5
475.2
66.2
1,121.9
Accumulated amortisation and impairment
(97.7)
(306.3)
(18.4)
(422.4)
Carrying amount
482.8
168.9
47.8
699.5
Individually material intangible assets with definite useful lives
2024
2023
Carrying
amount
$m
Average
remaining
amortisation
period
Years
Carrying
amount
$m
Average
remaining
amortisation
period
Years
Brands
Glanbia Performance Nutrition – BSN
41.5
26
43.1
27
Glanbia Performance Nutrition – Isopure
53.8
30
55.6
31
Glanbia Performance Nutrition – think!
66.5
31
68.7
32
Glanbia Performance Nutrition – Amazing Grass
32.8
32
33.8
33
Glanbia Performance Nutrition – SlimFast North America
25.7
34
98.3
35
Glanbia Performance Nutrition – SlimFast International
19.8
34
20.4
35
Customer relationships
Glanbia Performance Nutrition – think!
22.1
4
28.3
5
Glanbia Performance Nutrition – Amazing Grass
19.2
7
21.9
8
Glanbia Nutritionals – Sterling Technology
27.2
12
29.5
13
Know-How
Glanbia Nutritionals – Flavours
97.4
15
–
–
During 2024, an indicator of impairment existed for the SlimFast Americas CGU which is part of the Glanbia Performance Nutrition
segment, due to underperformance of the brand in the region. The carrying values of the assets of the SlimFast Americas CGU were
reduced by $91.4 million ($69.6 million impairment of the brand, $21.8 million impairment of customer relationships) to their recoverable
value of $44.1 million as determined by a value in use computation, using a pre-tax discount rate of 9.41%. The amounts were included
as exceptional items (note 6). Subsequent to year end the Directors approved the commencement of a sales process for the SlimFast
brand. There were no impairments relating to intangible assets in 2023.
202 Glanbia plc | Annual Report and Financial Statements 2024
Notes to the financial statements continued
16. Intangible assets continued
Individually material indefinite life intangible assets
Carrying amount
2024
$m
2023
$m
Brands
Glanbia Performance Nutrition – Optimum Nutrition
122.7
122.7
As at the reporting date management reviewed the events and circumstances supporting the indefinite useful life assessment. The
brand is long established, continues to have a strong market presence with high customer recognition and there are no material legal,
contractual or other factors that limit its useful life. In addition, the likelihood that market based factors could truncate the brand’s life
is relatively remote because of the size, diversification and market share of the brand. It was determined that this asset will continue to
contribute indefinitely to the cash flows of the Group.
Impairment tests for goodwill and indefinite life intangibles
During 2024 the Group reviewed the judgements associated with CGU identification, in particular the determination that individual
brands within the Glanbia Performance Nutrition segment are combined into two regional CGUs namely Americas and International.
The conclusion of this review was that the individual regional brands are separate CGUs based on the independence of cash inflows.
Impairment testing of goodwill continues to be performed at the regional level as this represents the lowest level at which goodwill is
monitored for internal management purposes. Refer to note 3 for the critical accounting judgement made.
Goodwill acquired in business combinations is allocated to the groups of cash generating units (“CGUs”) that are expected to benefit
from the business acquisition or, where appropriate, by recognition of a new CGU. The group of CGUs represents the lowest level within
the Group at which the associated goodwill is monitored for internal management purposes and are not larger than the operating
segments determined in accordance with IFRS 8 ‘Operating Segments’.
A total of 13 (2023: 5) CGUs have been identified and these are grouped together for goodwill impairment purposes as follows:
2024
Number of
CGUs
2023
Number of
CGUs
Glanbia Performance Nutrition operating segment
Americas
6
1
International
6
3
Glanbia Nutritionals operating segment
Nutritional Solutions
1
1
Total
13
5
The groups of CGUs to which significant amounts of goodwill have been allocated and the associated discount rates used for
impairment testing as at 4 January 2025 and 30 December 2023 are set out below:
2024
2023
$m
Discount rate
$m
Discount rate
Americas
412.5
9.42%
412.5
8.33%
International
92.9
10.03%
65.2
7.97%
Nutritional Solutions
331.7
9.09%
176.5
8.25%
Direct-to-Consumer (Body & Fit)*
–
–
31.5
6.73%
Direct-to-Consumer (LevlUp)**
–
–
30.3
6.23%
At the end of the year
837.1
716.0
*
Designated as held for sale at year end (note 33).
** Added to the International group of CGUs in 2024 which aligns with the way in which management monitors operations.
The CGUs to which significant amounts of indefinite life intangibles have been allocated and the associated discount rates used for
impairment testing as at 4 January 2025 and 30 December 2023 are set out below:
2024
2023
$m
Discount rate
$m
Discount rate
Optimum Nutrition Americas
113.1
9.42%
113.1
8.33%
Optimum Nutrition International
9.6
10.03%
9.6
7.97%
At the end of the year
122.7
122.7
As at 4 January 2025, an amount of goodwill of $143.7 million associated with the Flavor Producers acquisition (note 34) has been
allocated to the Nutritional Solutions CGU for impairment purposes.
As at 30 December 2023, an initial amount of goodwill of $11.4 million associated with the PanTheryx acquisition was not allocated
to a CGU for impairment purposes. This was due to the acquisition accounting being performed on a provisional basis as the date of
acquisition was proximal to the reporting date. Upon the finalisation of the acquisition accounting in 2024, the final goodwill amount of
$12.5 million was allocated to the Nutritional Solutions CGU.
203
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
Key assumptions
The recoverable amount of goodwill and indefinite life intangibles allocated to a group of CGUs or CGU is determined based on a value
in use computation. The key assumptions for calculating value in use of the CGUs are discount rates, growth rates and cash flows as
described below.
As disclosed in note 2, specific consideration was given to the potential impact of the transition and physical risks associated with
climate change identified in our goodwill impairment assessment, including the estimated time horizon impact and output from the
financial quantification exercise carried out on each of the climate-related risks assessed, concluding that there was no significant
impact on the goodwill impairment assessment in the current year.
Discount rates
Refer to the table within this section for the pre-tax discount rates that are applied to the cash flow projections in the value in use
computations. The pre-tax discount rates are based on post-tax discount rates. The post-tax discount rates are based on each group
of CGUs or CGU’s weighted average cost of capital, calculated using the Capital Asset Pricing Model based on a set of publicly listed
comparable companies, including country risk premium and currency risk premiums that take into account the countries from where
the group of CGUs or CGU derives its cash flows and the currencies in which those cash flows are generated.
Growth rates
A terminal value of 2% growth into perpetuity was used to extrapolate cash flows beyond the budget and strategic plan period. This
growth rate does not exceed the long-term average growth rate for the industries in which each group of CGUs or CGU operates. The
application of the terminal value has taken account of the Group’s position, playing in large and growing markets which centre around
nutrition and healthy lifestyles.
Cash flows
The cash flow projections are based on three years of cash flows being, the 2025 budget formally approved by, and the strategic plan for
2026 and 2027 as presented to, the Board of Directors. These cash flows have been used in the impairment calculations.
In preparing the 2025 budget and strategic plan, management considered the Group’s history of earnings, past experience, and cash
flow generation. Management also considered external sources of information pertaining to estimated growth of the relevant market,
customer and consumer behaviours, competitor activity and developing trends in the industry which the group of CGUs or CGU operates
in. Business-sustaining capital expenditure and working capital requirements are estimated by assigning values to the investment
required to support the estimated future profitability taking into account historic investment patterns and past experience. The cash flow
projections exclude the impact of future development and acquisition activity.
Sensitivity analysis
The key assumptions underlying the impairment reviews are set out above. Sensitivity analysis has been conducted in respect of each
of the groups of CGUs or CGUs using the following sensitivity assumptions: 1% increase in the discount rate; 10% decrease in EBITDA
growth; and nil terminal value growth. In addition, to further consider the impact of climate change on operating costs and shorter
remaining useful lives of assets or the need for increased investment in technology to address climate challenges, higher cost of
manufacturing/sales beyond the budget and strategic plan period, and higher capital expenditure across all periods were considered
as part of the sensitivity analysis. Any reasonably possible change in the key assumptions on which the recoverable amounts are based
would not cause the aggregate carrying amount to exceed the aggregate recoverable amount of the groups of CGUs or CGUs.
204 Glanbia plc | Annual Report and Financial Statements 2024
Notes to the financial statements continued
17. Interests in joint ventures
The movement in the interests in joint ventures recognised in the Group balance sheet is as follows:
Notes
2024
$m
2023
$m
At the beginning of the year
159.3
225.3
Share of profit after tax (post-exceptional)
0.1
12.5
Share of OCI – remeasurements on defined benefit plan, net of deferred tax
24
–
0.1
Share of OCI – fair value movement on cash flow hedges, net of deferred tax
23(c)
(0.1)
(2.5)
Dividends received
35
(5.0)
(32.0)
Income tax movement
3.2
6.1
Transferred to assets held for sale*
–
(51.0)
Exchange differences
–
0.8
At the end of the year
157.5
159.3
*
Relates to the carrying amount of Leprino Foods which was translated using the exchange rate on 14 February 2023 when it was reclassified as held for sale.
The carrying amount of $52.2 million in note 33 is based on the exchange rate on 28 April 2023 when the sale transaction of Leprino Foods was completed.
The Group’s interests in joint ventures at the end of the reporting period represents the shareholding in MWC-Southwest Holdings LLC.
MWC-Southwest Holdings LLC was established in 2018 to hold 100% of the ownership interest in Southwest Cheese Company, LLC
(“Southwest Cheese”) and MWC (Michigan) LLC (“MWC”). Consequently, the Group owns 50% of MWC-Southwest Holdings LLC and
its two subsidiaries. The Group controls 50% of the voting rights and is entitled to appoint 50% of the total number of Directors to the
Board. Southwest Cheese and MWC are large scale manufacturers of premium quality block cheese and whey protein ingredients for
consumer foods markets internationally.
The joint venture has share capital consisting solely of membership interests or membership units. Decisions about the relevant
activities of the joint venture require unanimous consent of the Group and the joint venture partner. Refer to note 37 for further details of
the joint venture.
205
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
Summarised financial information for joint ventures accounted for using the equity method
Set out below is the summarised financial information for the Group’s joint ventures which are accounted for using the equity method.
The information reflects the amounts presented in the financial statements of the joint ventures reconciled to the carrying value of the
Group’s interests in joint ventures.
2024
$m
2023
$m
Summarised balance sheet (100%):
Non-current assets
709.3
745.9
Current assets
Cash and cash equivalents
8.7
19.2
Other current assets
293.6
229.3
302.3
248.5
Non-current liabilities
Borrowings
(450.0)
(475.0)
Other non-current liabilities
(7.9)
(7.7)
(457.9)
(482.7)
Current liabilities
Other current liabilities
(238.7)
(192.9)
(238.7)
(192.9)
Net assets (100%)
315.0
318.8
Net assets attributable to equity holders of the Company
315.0
318.8
Reconciliation to carrying amount:
Group’s share of net assets
157.5
159.4
Adjustment in respect of unrealised profit in stock to the Group
–
(0.1)
Carrying amount
157.5
159.3
Summarised income statement (100%):
Revenue
1,939.6
1,875.7
Depreciation
(43.4)
(42.6)
Amortisation
(2.5)
(2.5)
Interest expense
(20.8)
(24.1)
Tax
–
(0.8)
Profit after tax
0.1
28.7
Other comprehensive income
(0.1)
(5.3)
Total comprehensive income
–
23.4
Profit after tax attributable to equity holders of the Company
0.1
28.7
Total comprehensive income attributable to equity holders of the Company
–
23.4
Reconciliation to the Group’s share of total comprehensive income:
Group’s share of total comprehensive income
–
11.7
Adjustment in respect of unrealised profit on sales to the Group
0.1
–
Group’s share of total comprehensive income
0.1
11.7
Dividends received by Group
5.0
27.5
206 Glanbia plc | Annual Report and Financial Statements 2024
Notes to the financial statements continued
18. Other financial assets
Other financial assets comprise the following:
2024
$m
2023
$m
Equity instruments designated at FVOCI
The BDO Development Capital Fund
–
1.7
Others
0.9
0.9
Other financial assets
0.9
2.6
Other financial assets are classified as non-current assets, unless they are expected to be realised within 12 months of the reporting
date or unless they will need to be sold to raise operating capital.
The movement in other financial assets is as follows:
Notes
2024
$m
2023
$m
At the beginning of the year
2.6
2.3
Disposals/redemption
(1.6)
(0.1)
Fair value adjustment
23
–
0.3
Exchange differences
(0.1)
0.1
At the end of the year
0.9
2.6
19. Trade and other receivables
Notes
2024
$m
2023
$m
Current
Trade receivables
341.4
450.7
Less: loss allowance
30(b)
(9.7)
(10.0)
Trade receivables – net
331.7
440.7
Receivables from joint ventures
0.5
0.2
Receivables from other related parties
3.0
7.2
Value added tax
5.1
4.3
Prepayments
25.9
27.2
Other receivables
25.3
22.2
391.5
501.8
See note 32(b) for analysis of the movement in trade and other receivables. Information in relation to the fair value estimation process
and the Group’s credit risk is included in notes 29(b) and 30(b) respectively.
The currency profile of trade and other receivables is as follows:
US dollar
$m
euro
$m
Pound
sterling
$m
Australian
dollar
$m
Other
$m
Total
$m
At 4 January 2025
306.9
36.9
25.9
5.8
16.0
391.5
At 30 December 2023
405.3
42.2
33.6
5.2
15.5
501.8
Principal currencies in “other” include Canadian dollar, Indian rupee, New Zealand dollar, South African rand and Chinese yuan in the
current and prior period.
207
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
20. Inventories
2024
$m
2023
$m
Raw materials
226.6
167.0
Work in progress
19.1
19.0
Finished goods
348.8
326.5
Consumables
40.3
37.7
634.8
550.2
Recognition in the Group income statement:
Notes
2024
$m
2023
$m
Cost of inventories recognised as an expense in cost of goods sold*
5
2,163.8
3,850.7
Write down of inventory to net realisable value during the year
38.6
34.1
Previous write downs of inventories reversed during the year**
(10.9)
(15.7)
27.7
18.4
*
Current period cost of inventories recognised as an expense in cost of goods sold is not comparable with that of the prior period. Refer to note 2 for details.
** Previous write downs have been reversed as a result of increased sales prices in certain markets.
21. Cash and cash equivalents
Notes
2024
$m
2023
$m
Cash at bank and in hand
386.8
404.5
Short term bank deposits
30.2
9.2
Cash and cash equivalents in the Group balance sheet
417.0
413.7
Bank overdrafts used for cash management purposes
25
(300.8)
(108.9)
Cash and cash equivalents in the Group statement of cash flows
25
116.2
304.8
22. Share capital and share premium
Number
of shares
(thousands)
Ordinary
shares
$m
Share
premium
$m
Total
$m
At 31 December 2023
265,072
19.8
109.9
129.7
Cancellation of own shares
(6,171)
(0.4)
–
(0.4)
At 4 January 2025
258,901
19.4
109.9
129.3
At 1 January 2023
272,287
20.3
109.9
130.2
Cancellation of own shares
(7,215)
(0.5)
–
(0.5)
At 30 December 2023
265,072
19.8
109.9
129.7
The total authorised number of ordinary shares is 350 million shares (2023: 350 million shares) with a par value of €0.06 per share (2023:
€0.06 per share). All issued shares are fully paid, carry one vote per share and a right to dividends. The rights and obligations of the
ordinary shares and the restrictions on the transfer of shares and voting rights are provided in Other Statutory Information.
During 2024, 6.2 million (2023: 7.2 million) ordinary shares were cancelled on the share buyback programme (note 23(d)). The amount paid
to repurchase these shares was initially recognised in the own shares reserve and was transferred to retained earnings on cancellation.
208 Glanbia plc | Annual Report and Financial Statements 2024
Notes to the financial statements continued
23. Other reserves
Capital
and
merger
reserve
$m
note (a)
Currency
reserve
$m
note (b)
Hedging
reserve
$m
note (c)
Own
shares
reserve
$m
note (d)
Share-
based
payment
reserve
$m
note (e)
FVOCI
reserve
$m
note (f)
Total
$m
Balance at 31 December 2023
136.7
30.4
4.5
(37.5)
37.8
0.2
172.1
Currency translation differences
–
(5.5)
–
–
–
–
(5.5)
Net investment hedge
–
(7.0)
–
–
–
–
(7.0)
Revaluation – gross
–
–
0.8
–
–
–
0.8
Reclassification to profit or loss – gross
–
–
0.8
–
–
–
0.8
Deferred tax
–
–
(0.2)
–
–
–
(0.2)
Net change in OCI
–
(12.5)
1.4
–
–
–
(11.1)
Purchase of own shares
–
–
–
(129.8)
–
–
(129.8)
Cancellation of own shares
0.4
–
–
111.0
–
–
111.4
Share-based payment expense
–
–
–
–
18.2
–
18.2
Transfer on exercise, vesting or expiry
of share-based payments
–
–
–
33.1
(25.6)
–
7.5
Balance at 4 January 2025
137.1
17.9
5.9
(23.2)
30.4
0.2
168.3
Balance at 1 January 2023
136.2
12.6
9.7
(22.0)
31.4
–
167.9
Currency translation differences
–
4.4
–
–
–
–
4.4
Net investment hedge
–
3.5
–
–
–
–
3.5
Revaluation – gross
–
–
(6.5)
–
–
0.3
(6.2)
Reclassification to profit or loss – gross
–
–
(0.3)
–
–
–
(0.3)
Deferred tax
–
–
1.4
–
–
(0.1)
1.3
Net change in OCI
–
7.9
(5.4)
–
–
0.2
2.7
Purchase of own shares
–
–
–
(148.1)
–
–
(148.1)
Cancellation of own shares
0.5
–
–
108.7
–
–
109.2
Share-based payment expense
–
–
–
–
24.5
–
24.5
Transfer on exercise, vesting or expiry
of share-based payments
–
–
–
23.9
(18.1)
–
5.8
Transfer to Group income statement*
–
9.9
0.2
–
–
–
10.1
Balance at 30 December 2023
136.7
30.4
4.5
(37.5)
37.8
0.2
172.1
*
On disposal of foreign operations.
(a) Capital and merger reserve
The reserve includes capital reserve of $6.0 million (2023: $5.6 million) and merger reserve of $131.1 million (2023: $131.1 million) at the
reporting date.
The capital reserve comprises of a capital redemption reserve and a capital reserve which arose on the re-nominalisation of the
Company’s share capital on conversion to the euro. The reserve also includes $0.4 million (2023: $0.5 million) undenominated share
capital that arose on the cancellation of own shares during the year.
The merger reserve arose on the merger of Waterford Foods plc now named Waterford Foods DAC and Avonmore Foods plc now named
Glanbia plc in 1997. The merger reserve adjustment represents the difference between the nominal value of the issued share capital of
Waterford Foods DAC and the fair value of the shares issued by Glanbia plc.
$m
Share premium representing excess of fair value over nominal value of ordinary shares issued in connection with the
merger of Avonmore Foods plc and Waterford Foods plc
411.7
Merger reserve adjustment
(379.1)
Share premium and other reserves relating to nominal value of shares in Waterford Foods plc
98.5
At the beginning and end of the current and prior year
131.1
209
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
(b) Currency reserve
The currency reserve reflects the foreign exchange gains and losses arising from the translation of the net investment in foreign operations
and on borrowings designated as hedges of the net investment which are taken to equity. The movement in the US dollar foreign
exchange rate relative to euro from 0.9050 as at 30 December 2023 to 0.9710 as at 4 January 2025 is the primary driver of the movement
in the currency reserve in the year. When an entity is disposed of, the accumulated foreign currency gains and losses are recycled to the
income statement.
(c) Hedging reserve
The hedging reserve reflects the effective portion of changes in the fair value of derivatives that are designated and qualify as cash
flow hedges. Amounts accumulated in the hedging reserve are recycled to the income statement in the periods when the hedged item
affects income or expense, or are included in the initial cost of a hedged non-financial item, depending on the hedged item. The hedging
reserve also reflects the Group’s share of the effective portion of changes in the fair value of derivatives that are entered into by the
Group’s joint ventures (note 29(a)).
The movements on the hedging reserve for the years ended 4 January 2025 and 30 December 2023 are as follows:
Joint ventures
$m
Group
$m
Total
$m
Balance at 31 December 2023
5.0
(0.5)
4.5
Revaluation – gross
– Foreign exchange contracts (currency risk)
–
1.1
1.1
– Interest rate swaps (interest rate risk)
(0.1)
–
(0.1)
– Commodity contracts- (commodity price risk)
(0.3)
0.1
(0.2)
Recognised in OCI
(0.4)
1.2
0.8
Reclassification to profit or loss – gross
– Foreign exchange contracts (currency risk)
–
0.5
0.5
– Commodity contracts- (commodity price risk)
0.3
–
0.3
Reclassified from OCI to profit or loss
0.3
0.5
0.8
Deferred tax
–
(0.2)
(0.2)
Net change in OCI
(0.1)
1.5
1.4
Balance at 4 January 2025
4.9
1.0
5.9
Balance at 1 January 2023
7.3
2.4
9.7
Changes in fair value – gross
– Foreign exchange contracts (currency risk)
0.1
–
0.1
– Interest rate swaps (interest rate risk)
(3.6)
(3.0)
(6.6)
Recognised in OCI
(3.5)
(3.0)
(6.5)
Reclassification to profit or loss – gross
– Foreign exchange contracts (currency risk)
–
(0.3)
(0.3)
Reclassified from OCI to profit or loss
–
(0.3)
(0.3)
Deferred tax
1.0
0.4
1.4
Net change in OCI
(2.5)
(2.9)
(5.4)
Transfer to Group Income Statement
0.2
–
0.2
Balance at 30 December 2023
5.0
(0.5)
4.5
210 Glanbia plc | Annual Report and Financial Statements 2024
Notes to the financial statements continued
23. Other reserves continued
(d) Own shares reserve
The own shares reserve reflects the ordinary shares of Glanbia plc which are held in trust.
An Employee Share Trust was established in May 2002 to operate initially in connection with the Company’s Saving Related Share Option
Scheme and subsequently for the vesting of shares under the 2018 LTIP and 2019 RSP (note 9). The Trustee of the Employee Share Trust is
Computershare Trustees (Jersey) Limited, a Jersey based trustee services company. The dividend rights in respect of these shares have
been waived, save €0.001 cent per share. An Employee Share Scheme Trust was established in April 2013 to operate in connection with
the Company’s AIDIS. The Trustee of the Employee Share Scheme Trust is Glanbia Management Services Limited. The dividend rights in
respect of shares which have not vested have been waived.
From 2020 to 2024, the Group launched and completed several share buyback programmes. During 2024, the Group repurchased 6.2 million
(2023: 7.2 million) ordinary shares under the programmes which were subsequently cancelled (note 22).
The movement in own shares reserve is as follows:
2024
2023
Value
$m
Nominal value
$m
Number of
Shares
Value
$m
Nominal value
$m
Number of
Shares
At the beginning of the year
37.5
0.1
2,368,126
22.0
0.1
1,711,322
Purchased by Employee Share (Scheme) Trust
18.4
0.1
1,008,071
39.4
0.1
2,412,343
Purchased under share buyback
111.4
0.4
6,200,309
108.7
0.5
7,215,827
Allocated under Employee Share (Scheme) Trust
(33.1)
(0.1)
(2,032,665)
(23.9)
(0.1)
(1,755,539)
Cancelled under share buyback
(111.0)
(0.4)
(6,170,309)
(108.7)
(0.5)
(7,215,827)
At the end of the year
23.2
0.1
1,373,532
37.5
0.1
2,368,126
The shares purchased during the year and those held in trust are allocated to employees under the various share-based schemes. Shares
purchased under the share buyback programmes were cancelled. The shares acquired during the year represented an insignificant amount
of the total share capital at the beginning and end of the year. Shares purchased are deemed to be own shares in accordance with IAS 32
‘Financial Instruments’. The own shares at 4 January 2025 restrict distributable profits by $23.2 million (2023: $37.5 million) and had a market
value of $19.1 million (2023: $39.1 million).
(e) Share-based payment reserve
The share-based payment reserve reflects the equity settled share-based payment plans in operation by the Group (note 9).
(f) FVOCI reserve
Unrealised gains and losses arising from changes in the fair value of equity instruments measured at FVOCI are recognised in the FVOCI
reserve. On derecognition of such an equity instrument, the accumulated balances of an instrument associated with it is reclassified to
retained earnings.
24. Retained earnings
Notes
2024
$m
2023
$m
At the beginning of the year
1,830.8
1,686.2
Profit for the year attributable to equity holders of the Company
164.7
344.4
Other comprehensive income
– Remeasurements on defined benefit plans
4.6
1.7
– Deferred tax on remeasurements on defined benefit plans
26
(0.5)
(0.2)
– Share of remeasurements on defined benefit plans from joint ventures, net of deferred tax
17
–
0.1
4.1
1.6
Dividends
13
(104.4)
(97.2)
Cancellation of own shares
23(d)
(111.0)
(108.7)
Transfer on exercise, vesting or expiry of share-based payments
23
(7.5)
(5.8)
Deferred tax on share-based payments
26
(1.5)
2.1
Derecognition of NCI
–
8.2
At the end of the year
1,775.2
1,830.8
211
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
25. Borrowings
Notes
2024
$m
2023
$m
Non-current
Bank borrowings
177.2
178.5
Private placement debt
375.0
375.0
29(b)
552.2
553.5
Current
Bank overdrafts
21
300.8
108.9
Total borrowings
30(b)/30(c)
853.0
662.4
At the year-end, the Group had multi-currency committed term facilities of $1,273.0 million (2023: $1,320.7 million) of which $720.8 million
(2023: $767.2 million) were undrawn.
The maturity profile of borrowings, and undrawn committed and uncommitted facilities is as follows:
2024
2023
Borrowings
$m
Undrawn
committed
facilities
$m
Undrawn
uncommitted
facilities
$m
Borrowings
$m
Undrawn
committed
facilities
$m
Undrawn
uncommitted
facilities
$m
Less than 1 year
300.8
–
16.3
108.9
–
16.9
Between 1 and 2 years
–
–
–
-
–
–
Between 2 and 5 years
277.2
720.8
–
278.5
767.2
–
More than 5 years
275.0
–
–
275.0
–
–
853.0
720.8
16.3
662.4
767.2
16.9
The weighted average maturity of committed facilities is 3.8 years (2023: 4.7 years).
Bank borrowings
The Group has committed unsecured bank facilities maturing in 2027. They are borrowed at fixed and floating interest rates. At
4 January 2025, $169.0 million of bank borrowings denominated in USD are at fixed nominal interest rate of 4.35% (2023: $169.0 million
at 4.35%). The remaining bank borrowings are subject to interest rate changes, taking account of contractual repricing dates. Nominal
interest rates of these borrowings range primarily from 3.80%-3.83% (2023: 5.24%-6.37%). Floating interest rates are set at commercial
market rates for the respective currency and tenor plus a margin with borrowing tenors up to six months.
Private placement debt
At 4 January 2025, $175.0 million of private placement debt matures in December 2031, bears interest at a fixed 2.75% nominal interest
rate and is denominated in USD. $100.0 million of private placement debt facility matures in March 2028, bears interest at a fixed 2.49%
nominal interest rate and is denominated in USD and a further $100.0 million matures in March 2031, bears interest at a fixed 2.82%
nominal interest rate and is denominated in USD.
Bank overdrafts
Bank overdraft interest rates are variable and range from 3.16%-6.45% (2023: 4.15%-6.95%). At 4 January 2025, the Group had undrawn
uncommitted bank overdraft facilities of $11.4 million (2023: $11.9 million).
Guarantees
Financial liabilities are guaranteed by Glanbia plc. The Group has complied with the financial covenants of its borrowing facilities during
2024 and 2023 (note 30(a)).
212 Glanbia plc | Annual Report and Financial Statements 2024
Notes to the financial statements continued
25. Borrowings continued
Net debt is a non-IFRS measure which we provide to investors as we believe they find it useful. It is also used to calculate leverage under
the Group’s financing arrangements, as defined within covenants. Refer to the Financing measures section in the Glossary for more
details. Net debt comprises the following:
Notes
2024
$m
2023
$m
Private placement debt
375.0
375.0
Bank borrowings
169.0
169.0
Not subject to interest rate changes*
544.0
544.0
Bank borrowings
8.2
9.5
Cash and cash equivalents net of bank overdrafts
21
(116.2)
(304.8)
Subject to interest rate changes*
(108.0)
(295.3)
Net debt
30(a)
436.0
248.7
*
Taking into account contractual repricing dates at the reporting date.
The movement in net debt is as follows:
Notes
Cash and
short-term
bank deposits
$m
(note 21)
Overdrafts
$m
(note 21)
Borrowings
$m
Private
placement
debt
$m
Total
$m
At 31 December 2023
(413.7)
108.9
178.5
375.0
248.7
Drawdown of borrowings
32(c)
–
–
672.8
–
672.8
Repayment of borrowings
32(c)
–
–
(673.3)
–
(673.3)
Net change in cash and cash equivalents
(16.3)
206.5
–
–
190.2
Exchange differences
13.0
(14.6)
(0.8)
–
(2.4)
At 4 January 2025
(417.0)
300.8
177.2
375.0
436.0
At 1 January 2023
(467.9)
275.4
307.5
375.0
490.0
Drawdown of borrowings
32(c)
–
–
140.8
–
140.8
Repayment of borrowings
32(c)
–
–
(271.6)
–
(271.6)
Net change in cash and cash equivalents
58.9
(174.9)
–
–
(116.0)
Exchange differences
(4.7)
8.4
1.8
–
5.5
At 30 December 2023
(413.7)
108.9
178.5
375.0
248.7
The currency profile of net debt is as follows:
US
dollar
$m
euro
$m
Pound
sterling
$m
Other
$m
Total
$m
At 4 January 2025
Borrowings
(695.3)
(144.1)
(13.6)
–
(853.0)
Cash and cash equivalents (note 21)
212.4
110.3
24.8
69.5
417.0
(482.9)
(33.8)
11.2
69.5
(436.0)
At 30 December 2023
Borrowings
(561.4)
(81.7)
(9.5)
(9.8)
(662.4)
Cash and cash equivalents (note 21)
217.4
106.4
19.7
70.2
413.7
(344.0)
24.7
10.2
60.4
(248.7)
Principal currencies in “other” include Indian rupee, Chinese yuan and Canadian dollar in the current and prior period.
213
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
26. Deferred taxes
Recognition in the Group balance sheet:
2024
2023
Deferred tax
assets
$m
Deferred tax
liabilities
$m
Net
$m
Deferred tax
assets
$m
Deferred tax
liabilities
$m
Net
$m
Deferred tax assets/(liabilities) before offset
80.6
(181.8)
(101.2)
78.1
(210.8)
(132.7)
Offset of deferred tax
(77.2)
77.2
–
(72.9)
72.9
–
Deferred tax assets/(liabilities) after offset
3.4
(104.6)
(101.2)
5.2
(137.9)
(132.7)
The movement in the net deferred tax liability recognised in the Group balance sheet is as follows:
Notes
2024
$m
2023
$m
At the beginning of the year
(132.7)
(133.3)
Income statement credit/(charge)
11
29.6
(0.5)
Deferred tax (charge)/credit to other comprehensive income
– on remeasurement of defined benefit plans
24
(0.5)
(0.2)
– on disposal/redemption of FVOCI financial assets
23
–
(0.1)
– on fair value movements
23(c)
(0.2)
0.4
Deferred tax (charge)/credit to equity
– on share-based payments
24
(1.5)
2.1
Acquisition of subsidiaries and intellectual property
1.4
–
Exchange differences
2.7
(1.1)
At the end of the year
(101.2)
(132.7)
The movement in deferred tax assets during the year is as follows:
Retirement
benefit
obligations
$m
Other
employee
obligations
$m
Tax losses
$m
Lease
liabilities
$m
Other
$m
Total
$m
At 31 December 2023
3.9
16.5
6.5
38.2
13.0
78.1
(Charge)/credit to income statement
0.5
1.0
(4.6)
0.8
(0.5)
(2.8)
Charge to other comprehensive income
(0.5)
–
–
–
–
(0.5)
Charge to equity
–
(1.5)
–
–
–
(1.5)
Acquisition of subsidiaries and intellectual
property
–
0.1
4.0
1.2
2.5
7.8
Exchange differences
0.1
(0.5)
(0.2)
–
0.1
(0.5)
At 4 January 2025
4.0
15.6
5.7
40.2
15.1
80.6
At 1 January 2023
3.4
18.5
4.4
40.9
21.3
88.5
(Charge)/credit to income statement
0.8
(4.3)
1.9
(2.7)
(7.9)
(12.2)
Charge to other comprehensive income
(0.2)
–
–
–
(0.1)
(0.3)
Credit to equity
–
2.1
–
–
–
2.1
Exchange differences
(0.1)
0.2
0.2
–
(0.3)
–
At 30 December 2023
3.9
16.5
6.5
38.2
13.0
78.1
The movement in deferred tax liabilities during the year is as follows:
Accelerated tax
depreciation
$m
Fair value
gain
$m
Development
costs and other
intangibles
$m
Right-of-use
assets
$m
Other
$m
Total
$m
At 31 December 2023
(66.9)
–
(67.0)
(31.8)
(45.1)
(210.8)
Credit/(charge) to income statement
2.6
–
31.0
(1.3)
0.1
32.4
Charge to other comprehensive income
–
(0.2)
–
–
–
(0.2)
Acquisition of subsidiaries and intellectual
property
(0.4)
–
(4.8)
(1.2)
–
(6.4)
Exchange differences
0.1
–
0.5
–
2.6
3.2
At 4 January 2025
(64.6)
(0.2)
(40.3)
(34.3)
(42.4)
(181.8)
At 1 January 2023
(76.8)
(1.1)
(79.2)
(34.0)
(30.7)
(221.8)
Credit/(charge) to income statement
9.9
0.7
12.2
2.2
(13.3)
11.7
Credit to other comprehensive income
–
0.4
–
–
–
0.4
Exchange differences
–
–
–
–
(1.1)
(1.1)
At 30 December 2023
(66.9)
–
(67.0)
(31.8)
(45.1)
(210.8)
214 Glanbia plc | Annual Report and Financial Statements 2024
Notes to the financial statements continued
26. Deferred taxes continued
A deferred tax asset has been recognised on the basis that the realisation of the related tax benefit through future taxable profits is
probable. This includes deferred tax assets which are recognised for tax losses carried forward to the extent that realisation of the
related tax benefit through future taxable profits is probable.
At the balance sheet date, the Group has unused tax losses of $185.5 million (2023: $190.1 million) available for offset against future profits.
A deferred tax asset has been recognised in respect of $17.9 million (2023: $6.2 million) of such losses. No deferred tax asset has been
recognised in respect of the remaining $167.6 million (2023: $183.9 million) as it is not considered probable that there will be future taxable
profits available. Unrecognised tax losses include $68.1 million (2023: $86.2 million) of capital losses. All tax losses may be carried forward
indefinitely.
No deferred tax liability has been recognised on temporary differences of $64.9 million (2023: $50.5 million) relating to the unremitted
earnings of overseas subsidiaries as the Group is able to control the timings of the reversal of these temporary differences and it is
probable that they will not reverse in the foreseeable future. Temporary differences arising in connection with interest in equity accounted
investees are insignificant.
27. Provisions
Restructuring
and portfolio
related
re-organisation
$m
note (a)
Property
and lease
commitments
$m
note (b)
Legal and
operational
$m
note (c)
Total
$m
Balance at 31 December 2023 – non-current
–
4.3
–
4.3
Balance at 31 December 2023– current
7.3
2.5
13.3
23.1
Amount provided for in the year
1.8
–
2.1
3.9
Utilised in the year
(4.2)
(0.6)
(2.7)
(7.5)
Unused amounts reversed in the year
–
(0.1)
(8.0)
(8.1)
Unwinding of discount
–
0.1
–
0.1
Exchange differences
(0.3)
(0.2)
(0.3)
(0.8)
Balance at 4 January 2025
4.6
6.0
4.4
15.0
Non-current
–
4.3
–
4.3
Current
4.6
1.7
4.4
10.7
4.6
6.0
4.4
15.0
(a) The restructuring and portfolio related re-organisation provision relates to redundancies and also obligations that exist following the
divestment of Leprino Foods and Tirlán. The timing of the utilisation of these provisions is uncertain.
(b) The property and lease commitments provision relates to restoration provisions associated with right-of-use assets and to property
remediation works and related mitigating actions associated with a property previously owned by the Group. Due to the nature of
these items there is some uncertainty around the amount and timing of payments.
(c) The legal and operational provision relates to certain legal claims, insurance claims and other items that arise in the normal course
of business. Due to the nature of these items, there is some uncertainty around the amount and timing of payments.
See note 32(b) for analysis of the movement in provisions.
215
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
28. Trade and other payables
Notes
2024
$m
2023
$m
Current
Trade payables
30(b)
344.6
280.2
Amounts due to joint ventures
30(b)
23.5
115.7
Amounts due to other related parties
30(b)
12.3
8.3
Social insurance costs
5.9
7.6
Accrued expenses
225.4
247.3
611.7
659.1
See note 32(b) for analysis of the movement in current trade and other payables. See note 29(b) for information on the Group’s fair value
estimation process.
29. Derivatives and fair value of financial instruments
(a) Derivatives
2024
Assets
$m
2024
Liabilities
$m
2023
Assets
$m
2023
Liabilities
$m
Cross currency swaps – fair value through income statement
0.4
–
–
(1.5)
Foreign exchange contracts – cash flow hedges (currency risk)
1.0
–
–
(0.5)
1.4
–
–
(2.0)
Non-current
–
–
–
–
Current
1.4
–
–
(2.0)
1.4
–
–
(2.0)
Derivatives recognised at fair value through income statement
Included in cross currency swaps is a US dollar New Zealand dollar cross currency swap with notional amounts of $3.5 million and
NZ$6.0 million, a US dollar Australian dollar cross currency swap with notional amounts of $7.0 million and AU$11.0 million, and a US
dollar Canadian dollar cross currency swap with notional amounts of $2.9 million and CA$4.2 million accounted for at fair value. The
translation gain included in the income statement in respect of these swaps is $0.4 million.
At 30 December 2023, there was a US dollar euro cross currency swap with notional amounts of $59.3 million and €55.0 million. The
translation loss included in the 2023 income statement in respect of these swaps was $1.5 million.
Hedge accounting
The Group enters into hedge relationships when there is an economic relationship between the hedged item and the hedging
instrument. When the critical terms of the hedged item and hedging instrument are closely aligned for the prospective assessment of
effectiveness, a qualitative assessment is performed. In instances where changes occur to the hedged item which result in the critical
terms being no longer closely aligned, the Group uses the hypothetical derivative method to assess the ineffectiveness. A hedge ratio
of one to one is established as the quantities of the hedged item and the hedging instrument used to hedge that hedged item are the
same. Potential sources of ineffectiveness may include the timing and amounts of cash flows, and changes in credit risk of the hedging
instruments or hedged items.
Derivative assets and liabilities designated as cash flow hedges
Foreign exchange contracts
The Group may use foreign exchange contracts to hedge its future cash flow risk from movements in foreign exchange rates on foreign
denominated sales or purchases. Such contracts are generally designated as cash flow hedges. Weighted average hedged rate of
foreign exchange contracts (including forward points) as at 4 January 2025 is 1 US dollar = 0.8986 euro (2023: 1 US dollar = 0.9305 euro).
The notional principal amounts of the outstanding foreign exchange contracts as at 4 January 2025 were $14.4 million (2023: $17.6
million). All outstanding foreign exchange contracts will mature and be released to the income statement within 12 months of the
reporting date (2023: within 12 months of the reporting date).
Interest rate swaps
The Group may use floating to fixed interest rate swaps to hedge against its future cash flow risk from its exposure to variable rates
on its long-term borrowings with floating rates. There were no interest rate swaps outstanding at 4 January 2025 (2023: nil).
Commodity contracts
The Group may use commodity contracts to hedge its future cash flow risk from movement in milk prices. There were no outstanding
commodity contracts as at 4 January 2025 (2023: nil). All commodity contracts that were entered into during the period, if any, had expired as
at the end of the reporting period.
216 Glanbia plc | Annual Report and Financial Statements 2024
Notes to the financial statements continued
29. Derivatives and fair value of financial instruments continued
Changes in fair value recognised in other comprehensive income
Notes
2024
$m
2023
$m
Foreign exchange contracts
23(c)
1.1
–
Interest rate swaps
23(c)
–
(3.0)
Commodity contracts
23(c)
0.1
–
1.2
(3.0)
Reclassified from cash flow hedge reserve to the Group income statement
Foreign exchange contracts
23(c)
0.5
(0.3)
The reclassified amounts relating to foreign exchange contracts are recorded in the relevant line item in the income statement relating
to the hedged item (e.g. “Administration expenses”, “Revenue”, “Cost of goods sold”).
No material ineffectiveness was recognised in respect of the cash flow hedges in the current or prior year. If ineffectiveness had been
recognised, it would have been recorded in “Administration expenses” in the income statement.
Refer to note 23(c) for the balances in the cash flow hedge reserve. The maturity profile of the cash flows of the derivative financial
instruments is included in note 30(b).
Derivatives entered into by the joint venture
The Group’s joint venture enters into interest rate swaps, commodity contracts (e.g. butter and cheese) and foreign exchange contracts.
The Group’s share of the movement in the derivative financial instruments designated as cash flow hedges is recognised in other
comprehensive income and against the carrying value of the interest in the joint venture.
The movement recognised in other comprehensive income on interest rate swaps (note 23(c)) represents the Group’s share of the
movement in the interest rate swaps entered into by the joint venture. All movements are recognised against the carrying value of the
interest in the joint venture until repayment of the related bank borrowings.
Net investment hedge
A portion of the Group’s US dollar denominated borrowings with a nominal amount of $98.5 million (2023: $98.5 million) is designated as
a hedge of a portion of the net investment in the Group’s US dollar net assets amounting to $98.5 million (2023: $98.5 million). Therefore,
hedge ratio is 1:1. Refer to note 23 for the amounts recognised in other comprehensive income.
There was no ineffectiveness recognised in the income statement during the year (2023: nil). If ineffectiveness had been recognised, it
would have been recorded in “Administration expenses” in the income statement.
(b) Fair value of financial instruments
Fair value of financial instruments measured at amortised cost
Except as detailed in the following table the Group deemed that the carrying amounts of financial instruments measured at amortised
cost approximate their fair value due to their short term nature:
2024
2023
Notes
Carrying
amount
$m
Fair value
$m
Carrying
amount
$m
Fair value
$m
Financial liabilities
– Non-current borrowings
25
552.2
493.6
553.5
496.8
Fair value is estimated by discounting future contractual cash flows using current market interest rates from observable interest rates
at the end of the reporting period that are available to the Group for similar financial instruments (classified as level 2 in the fair value
hierarchy).
Group’s fair valuation process
The Group’s finance department includes a team that performs the valuations of financial assets and liabilities required for financial
reporting purposes. The valuation team reports to the Chief Financial Officer who in turn reports to the Audit Committee. Discussions
of valuation processes and results are held between the Chief Financial Officer and the Audit Committee. Level 3 fair values are
determined using external advisors as appropriate. Changes in Level 2 and Level 3 fair values are analysed at each reporting date.
As part of this discussion, the valuation team presents a report that explains the reasons for fair value movements.
In accordance with IFRS 13 ‘Fair Value Measurements’, the Group has disclosed the fair value of instruments by the following fair value
measurement hierarchy:
• quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1);
• inputs, other than quoted prices included in Level 1, that are observable for the asset or liability, either directly (that is, as prices) or
indirectly (that is, derived from prices) (Level 2); and
• inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (Level 3).
217
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
Fair value of financial instruments carried at fair value
The following table shows the fair values of financial instruments measured at fair value:
Notes
Fair value
hierarchy
2024
$m
2023
$m
Assets
Foreign exchange contracts – cash flow hedges
(a)
Level 2
1.0
–
Cross currency swaps – fair value through income statement
(b)
Level 2
0.4
–
Equity instrument designated at FVOCI – The BDO Development Capital Fund
(c)
Level 2
–
1.7
Liabilities
Foreign exchange contracts – cash flow hedges
(a)
Level 2
–
(0.5)
Cross currency swaps – fair value through income statement
(b)
Level 2
–
(1.5)
Contingent consideration payable – Flavor Producers, LLC
(d)
Level 3
–
–
(a) Fair value is estimated by discounting the difference between the contractual forward exchange rates and the current forward exchange rates (from observable
forward exchange rates at the end of the reporting period). The effect of discounting was insignificant in 2024 and 2023.
(b) Fair value is determined by reference to the current foreign exchange rates at the end of the reporting period.
(c) The investment in The BDO Development Capital Fund (note 18) is fair valued by reference to the latest quarterly report available to the limited partners.
(d) Refer to note 34 for a description of how the fair value of the contingent consideration relating to the Flavor Producers acquisition is estimated.
There were no transfers in either direction between Level 1 and Level 2 in 2024 and 2023. There was no movement in the carrying
amounts associated with Level 3 financial instruments during 2024. The movement in the prior period is as follows:
Contingent
consideration
$m
At 1 January 2023
(27.0)
Remeasurements
0.2
Settlements
26.8
At 30 December 2023
–
30. Capital and financial risk management
(a) Capital management
The Group’s objective when managing capital is to safeguard the Group’s ability to continue as a going concern while maximising the
returns to shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the overall cost of
capital. Total capital is calculated based on equity as shown in the balance sheet and net debt as follows:
Notes
2024
$m
2023
$m
Equity
2,072.8
2,132.6
Net debt
25
436.0
248.7
Total capital
2,508.8
2,381.3
In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to
shareholders, issue new shares, sell assets to increase or reduce debt or buy back shares. Any material adjustments to the capital structure
are approved by the Board of Directors. From time to time, the Group purchases its own shares on the market. These shares are primarily
intended to be used for issuing shares under the Group’s long-term and short-term incentive plans. Buy decisions are made on a specific
transaction basis by the Employee Benefit Trusts. From 2020 to 2024, the Group also launched and completed several share buyback
programmes. Any shares repurchased in the buyback programmes were cancelled.
The Group’s key financing measures are: net debt: adjusted EBITDA and adjusted EBIT: adjusted net finance cost ratios, as defined
within covenants.
218 Glanbia plc | Annual Report and Financial Statements 2024
Notes to the financial statements continued
30. Capital and financial risk management continued
At 4 January 2025, the Group’s net debt: adjusted EBITDA ratio was 0.81 times (2023: 0.50 times), which is deemed by management to
be prudent and within the Group’s financing covenants. Net debt: adjusted EBITDA is calculated as net debt at the end of the period
divided by adjusted EBITDA. Net debt is calculated as current and non-current borrowings less cash and cash equivalents. Adjusted
EBITDA is calculated in accordance with lenders’ facility agreements definitions which adjust EBITDA for items such as exceptional
items, dividends received from related parties, acquisitions or disposals and to reverse the net impact on EBITDA as a result of adopting
IFRS 16 ‘Leases’. Adjusted EBITDA is a rolling 12 month measure (a period of 12 consecutive months determined on a rolling basis with a
new 12 month period beginning on the first day of each month).
At 4 January 2025, the Group’s adjusted EBIT: adjusted net finance cost was 16.7 times (2023: 38.1 times) which is within the Group’s
financing covenants. Adjusted EBIT: adjusted net finance cost is calculated as earnings before interest and tax adjusted for the IFRS
16 ‘Leases’ impact on operating profit plus dividends received from related parties divided by adjusted net finance cost. Adjusted net
finance cost comprises finance costs plus borrowing costs capitalised into assets less adjustments including finance income/costs on
remeasurements of call options and contingent consideration and interest expense on lease liabilities. Adjusted EBIT and adjusted net
finance cost are rolling 12 month measures (a period of 12 consecutive months determined on a rolling basis with a new 12 month period
beginning on the first day of each month).
Further details on the covenants are outlined in the ‘Liquidity and cashflow risk’ section of this note and the ‘Financing measures’
section in the Glossary.
The Group’s capital position and information on the capital monitoring ratios are included in the monthly report issued to the Board of
Directors. The Group has no externally imposed capital requirements. No changes were made in the objectives, policies or processes for
capital management during 2024 and 2023.
(b) Financial risk management
The conduct of its ordinary business operations necessitates the Group holding financial instruments. The Group has exposure to the following
risks arising from financial instruments: market risk comprising of currency risk, interest rate risk, price risk, liquidity and cash flow risk, and
credit risk.
The Group does not enter into any financial instruments that give rise to a speculative position. The Group finances its operations by
a mixture of retained profits, medium-term committed borrowings and undrawn uncommitted borrowings. The Group borrows in the
major global debt markets in a range of currencies at both fixed and floating rates of interest, using derivatives where appropriate to
generate the desired effective currency profile and interest rate basis. Risk management, other than credit risk management, is carried
out by a central treasury department (“Group Treasury”) under policies approved by the Board of Directors. Group Treasury identifies,
evaluates and hedges financial risks in close co-operation with the Group’s Business Units. The Board of Directors provides written
principles for overall risk management, as well as, written policies covering specific areas such as currency risk, interest rate risk, price
risk, liquidity and cash flow risk, and credit risk, use of derivative and non-derivative financial instruments, and investment of excess
liquidity.
There has been no significant change during the financial year or since the end of the year to the types of financial risks faced by the
Group or the Group’s approach to the management of those risks.
Currency risk
While the Group reports its results in US dollar, it generates a proportion of its earnings in currencies other than US dollar, in particular
euro. As a result, currency movements, particularly movements in the US dollar/euro exchange rate, can affect the Group’s US dollar
balance sheet and income statement. Group Treasury monitors and manages these currency exposures on a continuous basis, using
approved hedging strategies and appropriate currency derivative instruments.
Sensitivity analysis
The following table demonstrates the sensitivity of profit before tax and total equity to movements in the US dollar/euro exchange rate
with all other variables held constant.
+/-5% change in US dollar/euro exchange rate
2024
$m
2023
$m
Impact on profit before tax*
-/+5.4
-/+4.9
Impact on total equity**
-/+6.8
-/+12.5
*
The impact on profit before tax is based on changing the US dollar/euro exchange rate used in calculating profit before tax for the period.
** The impact on total equity is calculated by changing the US dollar/euro exchange rate used in measuring the closing balance sheet.
The Group is exposed to transactional currency risk that arises from sales or purchases by an operating unit in currencies other
than the operating unit’s functional currency. Group companies are required to manage their foreign exchange risk against their
functional currency and spot and forward exchange contracts are primarily used to hedge currency risk exposure on foreign currency
denominated sales and purchases.
The notional principal amounts of the outstanding foreign exchange contracts as at 4 January 2025 were $14.4 million (2023: $17.6
million), which substantially covers the operating units currency exposure. Refer to note 29(a) for further details of the foreign exchange
contracts.
219
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
Interest rate risk
The Group’s objective is to minimise the impact of interest rate volatility on interest costs. This is achieved by determining a long-term
strategy against a number of policy guidelines, which focus on (i) the amount of floating rate indebtedness anticipated over such a
period and (ii) the consequent sensitivity of interest costs to interest rate movements on this indebtedness and the resultant impact
on reported profitability. The Group borrows at both fixed and floating rates of interest and can use interest rate swaps to manage the
Group’s resulting exposure to interest rate fluctuations.
The Group’s main interest rate risk arises from long-term borrowings with floating rates, due to the borrowings being periodically
contractually repriced within 12 months from the reporting date. These borrowings expose the Group to cash flow interest rate risk.
The Group policy is to maintain no more than one third of its projected debt exposure on a floating rate basis over any succeeding
12 month period with further minimum guidelines over the succeeding 24 and 36 month periods. The Group, on a continuous basis,
monitors the level of fixed rate cover dependent on prevailing fixed market rates, projected debt and market informed interest rate
outlook. Occasionally, the Group manages its cash flow interest rate risk by using floating to fixed interest rate swaps. Such interest rate
swaps have the effect of converting borrowings from floating rates to fixed rates. Under these interest rate swaps, the Group agrees
with other parties to exchange at specified intervals, the difference between fixed interest rate amounts and floating interest rate
amounts calculated by reference to the agreed notional amounts.
The exposure of the Group’s borrowings subject to interest rate changes taking into account contractual repricing dates at the end of the
reporting period is $8.2 million (2023: $9.5 million) (note 25). There were no interest rate swaps outstanding at 4 January 2025 (2023: nil).
Sensitivity analysis
The Group does not account for any fixed rate financial liabilities at fair value through profit or loss. Therefore a change in interest rates
at the reporting date would not affect profit or loss.
The table below demonstrates the sensitivity of profit before tax and total equity if market interest rates had been 1% higher or lower
with all other variables held constant:
+/-1% change in market interest rates*
2024
$m
2023
$m
Impact on profit before tax
-/+0.1
-/+0.1
Impact on total equity
-/+0.1
-/+0.1
*
Each incremental +/-1% change in market interest rates at 2024 year end would impact profit before tax and total equity by -/+$0.1m.
Price risk
Equity price risk
The Group’s objective is to minimise the price risk the Group is exposed to because of equity instruments held by the Group (note
18). These equity instruments are classified in the Group balance sheet as FVOCI. To manage its price risk arising from these equity
securities, the Group does not maintain a significant balance with any one equity. Diversification of the equity instruments held by the
Group must be done in accordance with the limits set by the Group. The impact of a 5% increase or decrease in equity indices across the
eurozone countries would not have any material impact on Group profit before tax or total equity.
Commodity price risk
Commodity price risk in the Group arises primarily from price fluctuations of commodities. The Group’s objective is to minimise
commodity price risk through entering into commodity options and future contracts for instance and the use of appropriate hedging
strategies. The Group enters into forward purchase and forward sale agreements in the normal course of business. Certain of these
contracts are deemed to be ‘own use’ as they were entered into in accordance with the Group’s expected purchase, sale or usage
requirements.
The impact of a 5% increase or decrease in commodity prices would not have any material impact on Group profit before
tax or total equity.
Liquidity and cash flow risk
The Group’s objective is to ensure that the Group does not encounter difficulties in meeting obligations associated with financial
liabilities that are settled by delivering cash or another financial asset.
In order to preserve the continuity of funding, the Group’s policy is that, at a minimum, committed facilities should be available at all
times to meet the full extent of its anticipated finance requirements, arising in the ordinary course of business, during the succeeding
12 month period. Refer to note 25 for details of the Group’s committed facilities.
When appropriate, surplus funds in the Group are transferred to Group Treasury through different methods including the repayment
of borrowings and dividends. These are then lent to Group companies, contributed as equity to fund Group operations, used to repay
external debt or invested externally. The Group does not use off-balance sheet special purpose entities as a source of liquidity or for
other financing purposes.
The Group uses cash flow forecasts to constantly monitor the funding requirements of the Group. Compliance with the Group’s financial
covenants is monitored continually based on statutory and management accounts and financial projections. All covenants have been
complied with in 2024 and 2023.
There is no significant concentration of liquidity risk.
Further analysis of the Group’s debt covenants is included in the Chief Financial Officer’s Review. For further details regarding the
Group’s borrowing facilities, see note 25.
220 Glanbia plc | Annual Report and Financial Statements 2024
Notes to the financial statements continued
30. Capital and financial risk management continued
The table below analyses the Group’s non-derivative and derivative financial liabilities, for which the contractual maturities are essential
for an understanding of the timing of the cash flows, into relevant maturity groupings based on the remaining period from the reporting
date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows.
Notes
Less than
1 year
$m
Between
1 and 2
years
$m
Between
2 and 5
years
$m
More than
5 years
$m
Total
$m
At 4 January 2025
Non-derivative financial liabilities
Trade payables
28
344.6
–
–
–
344.6
Amounts due to joint venture
28
23.5
–
–
–
23.5
Amounts due to other related parties
28
12.3
–
–
–
12.3
Lease liabilities
22.8
19.7
38.7
33.9
115.1
Interest-bearing borrowings
25
300.8
–
277.2
275.0
853.0
Projected interest payments on interest-bearing borrowings*
18.3
17.8
33.8
13.9
83.8
722.3
37.5
349.7
322.8
1,432.3
Derivative financial liabilities
–
–
–
–
–
At 30 December 2023
Non-derivative financial liabilities
Trade payables
28
280.2
–
–
–
280.2
Amounts due to joint ventures
28
115.7
–
–
–
115.7
Amounts due to other related parties
28
8.3
–
–
–
8.3
Lease liabilities
22.3
17.2
39.3
41.2
120.0
Interest-bearing borrowings
25
108.9
–
278.5
275.0
662.4
Projected interest payments on interest-bearing borrowings*
18.8
18.0
44.6
21.5
102.9
554.2
35.2
362.4
337.7
1,289.5
Derivative financial liabilities
2.0
–
–
–
2.0
* The Group uses the interest rates in effect at the year end to calculate the interest payments on the floating rate borrowings for the periods indicated.
Credit risk
The Group’s objective is to minimise credit risk which is managed on a Group basis. Credit risk is the risk of financial loss to the Group
if a customer or counterparty to a financial transaction fails to meet its contractual obligations. Credit risk arises from cash and cash
equivalents, credit exposures to customers, including outstanding receivables and committed transactions, and loans to joint ventures.
Other financial assets (note 18) are not material and accordingly, loss allowance of ECL is not material.
Financial assets subject to credit risk are written off when there is no reasonable expectation of recovery such as debtor failing to engage in
a repayment plan with a company. Subsequent recoveries of amounts written off are recognised in the Group income statement. The Group
does not expect any significant counterparty to fail to meet its obligations. The maximum exposure to credit risk is represented by the carrying
amount of each asset.
Cash and cash equivalents
In the international movement and placement of funds and execution of financial transactions, the risk of counterparty default
is managed by the Group’s policies requiring exposure to independently rated parties with long-term credit ratings of at least A3
(Moody’s) or A– (Standard & Poor’s). In the movement and placement of funds and execution of financial transactions in Ireland, the
Group’s policies accept exposure to independently rated parties with long-term credit ratings of at least Baa3 (Moody’s) or BBB–
(Standard & Poor’s). The Group’s cash and cash equivalents (note 21) at 4 January 2025 and 30 December 2023 were held within financial
institutions which complied with Group policy. Accordingly, the Group considers its cash and cash equivalents to be of low credit risk and
does not expect any expected credit loss in relation to them.
Trade receivables
The Group’s credit risk management policy requires that, where possible, all debt is insured with an external credit insurance underwriter.
The Group’s authorisation review includes external credit agency reports, the trading and financial history and position of the customer,
the business case, the country in which the customer operates and any other available information. The utilisation of credit limits is
actively managed and reviewed formally on an annual basis. Where the extension of credit is not appropriate, payment in advance is
required. No goods are dispatched on credit until the credit controller has authorised the application confirming all necessary procedures
have been complied with. Outstanding customer balances are regularly monitored and a review for indicators of impairment (evidence
of financial difficulty of the customer, payment default, breach of contract etc.) is carried out at each reporting date.
Goods are sold primarily subject to retention of title clauses, so that in the event of non-payment the Group may have a secured claim.
Where required, the Group holds appropriate security or liens in respect of trade and other receivables. The Group does not hold any
significant security or liens at the end of the year.
See note 19 for the carrying amount of the Group’s trade and other receivables.
221
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
At the end of the reporting period, the Group derecognised $45.0 million of certain trade receivables related to one customer through
the use of a limited receivables sale programme (2023: $35.0 million). This programme was entered into to partially mitigate but not fully
offset an increase in credit terms relating to these trade receivables. Under this programme, the Group has the option to sell certain
trade receivable invoices to a third-party financial institution. This third-party may accept this offer for sale by way of a non-recourse
payment to the Group (for face value of the receivables net of transaction fees), upon which the Group no longer retains any risks and
rewards in the receivables sold, resulting in the derecognition of these receivables from the Group balance sheet. The proceeds from
these sales of receivables are included in cash from operating activities in the Group statement of cash flows. The fair value of the
receivables equals to its amortised cost as they are transferred at the face value of the trade receivable invoices.
The Group applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance
for all trade receivables. To measure the expected credit losses, historical loss rates of operating units are calculated based on their
recent historical credit loss experience and applied to the operating units trade receivables at the reporting date. The loss allowance is
estimated based on historical loss rates and adjusted where appropriate to reflect current information and forward-looking information
on macroeconomic factors which affect the ability of the debtors to settle the receivables. The loss allowance recognised during the
year reflects current and forward-looking information including the trading environment in which the Group sells its goods.
The movement in the expected credit loss allowance for trade receivables is as follows:
Notes
2024
$m
2023
$m
At the beginning of the year
10.0
13.8
Increase in loss allowance recognised during the year
1.1
2.6
Receivables written off during the year as uncollectible
(1.3)
(1.2)
Unused amounts reversed
(0.1)
(5.2)
At the end of the year
19
9.7
10.0
The net decrease in loss allowance has been included within the income statement.
Trade receivables amounted to $341.4 million at 4 January 2025 (2023: $450.7 million) (note 19). Receivable balances that are neither past
due nor impaired amounted to $308.5 million (2023: $424.9 million). Past due information is reported to key management personnel for
credit risk management purposes. At 4 January 2025, trade receivables of $32.9 million (2023: $25.8 million) were past due and analysed
as follows:
2024
$m
2023
$m
Past due
Less than 30 days
20.5
15.4
1 to 3 months
4.1
3.9
4 to 6 months
1.7
1.3
Over 6 months
6.6
5.2
32.9
25.8
Less: expected credit loss allowance
(9.7)
(10.0)
Total
23.2
15.8
(c) Carrying amounts of financial instruments
Notes
2024
$m
2023
$m
Financial assets measured at amortised cost
Trade receivables and receivables from related parties
335.2
448.1
Financial liabilities measured at amortised cost
Borrowings
25
(853.0)
(662.4)
Trade payables and amounts due to related parties
(380.4)
(404.2)
Lease liabilities
15
(105.9)
(109.4)
(1,339.3)
(1,176.0)
Equity instruments designated at FVOCI
18
0.9
2.6
Net derivative asset/(liability)
1.4
(2.0)
(d) Offsetting financial assets and financial liabilities
Financial assets and liabilities are offset and the net amount is reported in the Group balance sheet where the Group has a legally
enforceable right to offset recognised amounts which is not conditional on the occurrence of a future event, and there is an intention to
settle on a net basis or realise the asset and settle the liability simultaneously.
The Group enters into derivative transactions under International Swaps and Derivatives Association (ISDA) master netting arrangements.
There is no offset to the amounts of derivative financial assets and derivative financial liabilities presented in the Group balance sheet.
222 Glanbia plc | Annual Report and Financial Statements 2024
Notes to the financial statements continued
31. Commitments and contingent liabilities
Commitments
Capital expenditure contracted for at the reporting date but not recognised in the Group financial statements is as follows:
2024
$m
2023
$m
Property, plant and equipment
6.1
7.2
Intangible assets
0.1
1.0
Contingent liabilities
Guarantees provided by financial institutions amounting to $6.8 million (2023: $7.3 million) are outstanding at 4 January 2025. The Group
does not expect any material loss to arise from these guarantees. The Group has contingent liabilities in respect of legal claims arising in
the ordinary course of business. It is not anticipated that any material liability will arise from these contingent liabilities other than those
provided for.
Any Irish registered wholly-owned subsidiary of the Company may avail of the exemption from filing its statutory financial statements
for the year ended 4 January 2025 as permitted by section 357 of the Companies Act 2014 and if an Irish registered wholly-owned
subsidiary of the Company elects to avail of this exemption, there will be in force an irrevocable guarantee from the Company in respect
of all commitments entered into by such wholly-owned subsidiary, including amounts shown as liabilities (within the meaning of section
357 (1) (b) of the Companies Act 2014) in such wholly-owned subsidiary’s statutory financial statements for the year ended 4 January
2025.
Within the scope of benefitting from the exemption related to the filing of the statutory financial statements for the financial year ended
31 December 2024 of Body & Fit Sportsnutrition B.V. and Glanbia Foods B.V. (the “Relevant Entities”), the Company has guaranteed the
liabilities ensuing from legal acts performed by the Relevant Entities, including all existing and future debts arising from legal acts
performed by the Relevant Entities from 1 January 2024, but also from legal acts performed previously, in accordance with and to the
extent as set out in section 2:403.1(b and f) of the Dutch Civil Code. Therefore, the Relevant Entities are exempt from the obligation to
publish their statutory financial statements and the obligations to file statutory financial statements has been fulfilled by means of the
publication of the declaration of consent and the declaration of liability.
Within the scope of benefitting from the exemption related to the filing of the statutory financial statements for the financial year
ended 31 December 2024 of the Luxembourg subsidiary, Glanbia Luxembourg SA, the Company has guaranteed the liabilities of this
subsidiary in respect of any losses or liabilities (as provided by Article 70 (c) of the Luxembourg Law of 19 December 2002 on the register
of commerce and companies and the accounting and annual accounts of undertakings) for the financial year ended 31 December 2024.
This subsidiary avails of the exemption from filing of their statutory financial statements, as permitted by Article 70 of the Luxembourg
Law of 19 December 2002 on the register of commerce and companies and the accounting and annual accounts of undertakings.
32. Cash flow information
(a) Cash generated from operating activities:
Notes
2024
$m
2023
$m
Profit for the year
164.7
344.5
Exceptional items
6
145.6
(46.4)
Income taxes
59.1
46.5
Profit before taxation
369.4
344.6
Share of results of joint ventures accounted for using the equity method
(0.1)
(12.5)
Finance costs
10
32.2
22.1
Finance income
10
(5.4)
(9.8)
Amortisation of intangible assets
16
82.1
79.6
Depreciation of property, plant and equipment
14
52.2
49.7
Depreciation of right-of-use assets
15
21.9
19.7
Reversal of impairment of property, plant and equipment
14
(1.0)
-
Share-based payment expense
9/23
18.2
24.5
Difference between pension charge and cash contributions
0.1
(2.7)
Net write down of inventories
27.7
18.4
Non-cash movement in/on:
– provisions
(2.1)
7.4
– allowance for impairment of receivables
(0.3)
(3.8)
– cross currency swaps
(1.5)
0.7
– other financial assets
(0.7)
-
(Profit)/loss on disposal of property, plant and equipment
5
(0.3)
1.2
Loss on disposal of intangible assets
5
0.5
-
Operating cash flows before movement in working capital
592.9
539.1
(Increase)/decrease in inventories
32(b)
(121.5)
191.2
Decrease/(increase) in trade and other receivables
32(b)
116.0
(91.1)
Decrease in trade and other payables
32(b)
(44.3)
(144.4)
Decrease in provisions
32(b)
(11.5)
(3.4)
Cash generated from operating activities before exceptional items
531.6
491.4
223
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
(b) The movement in working capital is as follows:
2024
Inventories
$m
(note 20)
Trade and other
receivables
$m
(note 19)
Trade and other
payables
$m
(note 28)
Provisions
$m
(note 27)
Total
$m
At 31 December 2023
550.2
501.8
(659.1)
(27.4)
365.5
Exchange differences
(7.7)
(4.4)
7.3
0.8
(4.0)
Arising on acquisition (note 34)
8.4
14.5
(8.2)
–
14.7
Loans/amounts payable to joint ventures, interest accruals,
capital creditors and other non-operating items
(37.6)
(4.4)
4.0
0.1
(37.9)
Movement in working capital
121.5
(116.0)
44.3
11.5
61.3
At 4 January 2025
634.8
391.5
(611.7)
(15.0)
399.6
2023
At 1 January 2023
750.5
404.8
(826.5)
(16.0)
312.8
Exchange differences
3.8
0.2
(4.6)
(0.5)
(1.1)
Arising on acquisition
5.6
2.4
(4.1)
–
3.9
Loans/amounts payable to joint ventures, interest accruals,
capital creditors and other non-operating items
(18.5)
3.3
31.7
(14.3)
2.2
Movement in working capital
(191.2)
91.1
144.4
3.4
47.7
At 30 December 2023
550.2
501.8
(659.1)
(27.4)
365.5
(c) Changes in liabilities arising from financing activities:
2024
Notes
Borrowings
$m
(note 25)
Private
Placement Debt
$m
(note 25)
Lease
liabilities
$m
(note 15)
Total
$m
At 31 December 2023
178.5
375.0
109.4
662.9
Drawdown of borrowings
25
672.8
-
-
672.8
Repayment of borrowings
25
(673.3)
-
-
(673.3)
Leases
-
-
18.6
18.6
Payment of lease liabilities
-
-
(23.7)
(23.7)
Acquisitions
34
-
-
2.3
2.3
Exchange differences
(0.8)
-
(0.7)
(1.5)
At 4 January 2025
177.2
375.0
105.9
658.1
2023
At 1 January 2023
307.5
375.0
122.5
805.0
Drawdown of borrowings
25
140.8
–
–
140.8
Repayment of borrowings
25
(271.6)
–
–
(271.6)
Leases
–
–
5.3
5.3
Payment of lease liabilities
–
–
(19.9)
(19.9)
Acquisitions
–
–
1.1
1.1
Exchange differences
1.8
–
0.4
2.2
At 30 December 2023
178.5
375.0
109.4
662.9
224 Glanbia plc | Annual Report and Financial Statements 2024
Notes to the financial statements continued
33. Assets and liabilities held for sale, and discontinued operations
Assets and liabilities held for sale
Notes
2024
$m
Inventories
9.3
Intangible assets
16
6.6
Trade and other receivables
5.0
Property, plant and equipment
14
3.1
Right-of-use assets
15
1.4
Assets held for sale
25.4
Trade and other payables
(6.3)
Lease liabilities
(2.3)
Liabilities held for sale
(8.6)
The assets and liabilities held for sale at 4 January 2025 relate to the Benelux Direct-to-Consumer (DTC) online branded business (Body & Fit
Sportsnutrition B.V.). Following the completion of a portfolio review, these assets and liabilities which are part of the Glanbia Performance
Nutrition segment were determined to be non-core and a decision was made to divest of them, resulting in the designation as held for sale at
year end. A process of disposal has commenced and a sale is expected to be executed in FY 2025.
An impairment of $46.0 million (note 6) was recognised as an exceptional charge in the income statement immediately prior to the
classification of the assets and liabilities as held for sale.
The prior year net exceptional gain on disposal/exit of operations in note 6 relates to the gain on disposal of Leprino Foods and Aseptic Solutions
which were both treated as held for sale prior to the disposal. The sale of Leprino Foods was completed on 28 April 2023 for an initial cash
consideration of $125.2 million (€114.0 million) and repayment of $71.3 million (€64.9 million) of shareholder loans. The gain of $60.3 million on
disposal of Leprino Foods is based on the $125.2 million received less working capital adjustments of $1.8 million, carrying amount of the asset
held for sale at 28 April 2023 of $52.2 million, costs of $2.8 million, and associated cumulative debit amounts recognised in other comprehensive
income of $8.1 million that were reclassified to the Group income statement. The divestment of Aseptic Solutions was completed on 6 March
2023. The gain on disposal of $0.4 million is based on $11.2 million consideration, less the carrying amount of the net assets held for sale of $9.3
million on the date of the transaction and costs associated with the transaction of $1.5 million.
The above divestments are not regarded as discontinued operations as they were not considered to be either separate major lines of business
or geographical areas of operations.
Discontinued operations
The loss from discontinued operations in the prior year relates to the disposal of Tirlán Limited on 1 April 2022. The charge of $3.2 million (note 6)
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.
225
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
34. Business combinations
On 26 April 2024, Glanbia acquired 100% of the voting equity interests of Aroma Holding Company, LLC which owns Flavor Producers,
LLC (“Flavor Producers”), via cash and contingent consideration as noted below. Flavor Producers is a leading flavour platform in the
US, providing flavours and extracts to the food and beverage industries, with a focus on organic and natural ingredients. The acquisition
is consistent with Glanbia’s strategy of acquiring complementary businesses to grow its Better Nutrition platforms. Flavor Producers
significantly expands Nutritional Solutions’ flavours offering, bringing new capabilities in the attractive and growing natural and organic
flavours market which are aligned with long-term consumer trends. The goodwill relates to the acquired workforce, the expectation that
the business will give rise to synergies across the Glanbia Nutritionals segment, will generate future sales beyond the existing
customer base, as well as the opportunity to expand the business into new markets, where there are no existing customers, and
further complements the recipes and know-how across the Glanbia Nutritionals segment. Of the goodwill recognised in respect of the
acquisition, the Group expects the full amount to be deductible for tax purposes.
Details of the net assets acquired and goodwill arising from the acquisition are as follows:
Notes
Total
$m
Cash paid
299.7
Contingent consideration
–
Total purchase consideration
299.7
Less: fair value of net assets acquired
(156.0)
Goodwill
143.7
The fair value of assets and liabilities arising from the acquisition are as follows:
Property, plant and equipment
14
11.2
Right-of-use assets
15
2.3
Intangible assets – customer relationships
16
17.0
Intangible assets – recipes and know-how
16
102.0
Intangible assets – brands
16
8.0
Inventories
32(b)
8.4
Trade and other receivables
32(b)
14.5
Cash and cash equivalents
1.7
Deferred tax asset
26
7.8
Trade and other payables
32(b)
(8.2)
Lease liabilities
32(c)
(2.3)
Deferred tax liability
26
(6.4)
Fair value of net assets acquired
156.0
The contingent consideration arrangement requires the Group to pay the sellers an earnout in 2025 if a pre-defined earnings threshold
is exceeded within a defined period post acquisition. Under the acquisition agreement, the undiscounted amount of future payments for
which the Group may be liable ranges from nil to $55.0 million.
The fair value of the contingent consideration was estimated by calculating the present value of the future expected payments and
was nil at period end. The main significant unobservable input in the calculation is the forecast EBITDA of Flavor Producers over the
relevant period. A 10% increase/decrease in the forecast EBITDA would not have a material effect on the fair value of the contingent
consideration.
The fair value of Flavor Producers trade and other receivables at the acquisition date amounted to $14.5 million. The gross contractual
amount for trade receivables due is $11.6 million, of which $0.5 million is expected to be uncollectible. Acquisition-related costs of
$5.4 million incurred primarily on professional fees are included in administrative expenses (exceptional).
Flavor Producers contributed $55.2 million of revenue and made a profit of $3.2 million before taxation and exceptional items for the
period from the date of acquisition to the reporting date. If the acquisition of Flavor Producers had occurred on 31 December 2023,
pro forma Group revenue and Group profit before taxation and exceptional items for the year ended 4 January 2025 would have been
$3,868.5 million and $374.7 million respectively.
The Group acquired the B2B bioactive ingredients business of PanTheryx, Inc. in 2023 for which the fair values of the net identifiable
assets were determined provisionally. Following the finalisation of the fair value of assets and liabilities during the measurement period,
goodwill increased by $1.1 million.
226 Glanbia plc | Annual Report and Financial Statements 2024
Notes to the financial statements continued
35. Related party transactions
Related parties of the Group include subsidiary undertakings, joint ventures, Tirlán Co-operative Society Limited (the “Society”) and its
subsidiaries (“Tirlán Co-operative Group”), Leprino Foods Company and key management personnel. A listing of the principal subsidiaries
and joint ventures is provided in note 37.
Tirlán Co-operative Group holds 29.2% (2023: 28.5%) of the issued share capital of the Company.
Refer to note 33 for the disposal of Leprino Foods, which were joint ventures of the Group up to 28 April 2023. From 29 April 2023, they
became other related parties to the Group. Accordingly transactions with them before and after the disposal are included within
“Transactions with joint ventures” and “Transactions with Leprino Foods” respectively.
Details of related party transactions are as follows:
2024
$m
2023
$m
Transactions with joint ventures*
Dividends received**
5.0
32.0
Sales of services***
51.9
12.8
Purchases of services
–
0.1
Purchases of goods***
23.2
1,806.9
Loans advanced to Leprino Foods
–
3.5
Repayment of loans advanced by Leprino Foods
–
71.3
Transactions with Tirlán Co-operative Group****
Dividends received
0.1
–
Dividends paid
30.1
27.4
Sales of goods
0.5
0.5
Sales of services
26.8
32.4
Purchases of services
0.3
0.8
Purchases of goods
64.5
61.3
Transactions with Leprino Foods*
Sales of services
2.4
2.0
*
The Group trades in the normal course of business with its joint ventures and Leprino Foods and provides management and administrative services to them.
** $4.5 million of the prior year figure relates to Leprino Foods.
*** Current year figures are not comparable with those of the prior year. Refer to note 2 for details.
**** The Group provides management and administrative services to the Society and is headquartered in a premises owned by the Society.
Receivables from and payables to joint ventures and other related parties as at the balance sheet date are included as separate line
items in notes 19 and 28 respectively. The outstanding balances included in receivables and payables at the balance sheet date in
respect of transactions with related parties are unsecured, interest free and settlement arises in cash. No guarantees have been given
or received in relation to related party receivables and payables. There were no loans to joint ventures outstanding at 4 January 2025
(2023: nil).
Key management personnel
The Board of Directors and Glanbia Operating Executive are deemed to be key management personnel for the purposes of IAS 24 as they
are responsible for planning, directing and controlling the activities of the Group. Key management personnel remuneration amounted to:
2024
$m
2023
$m
Salaries and other short-term employee benefits
8.9
9.2
Post-employment benefits
0.6
0.9
Share-based payment expense
7.9
10.3
Non-Executive Directors fees
1.6
1.4
19.0
21.8
In addition to the amounts disclosed above, remuneration related to a former director amounted to $1.6 million in 2024.
Dividends totalling $0.4 million (2023: $0.4 million) were received by key management personnel during the year, based on their personal
shareholdings in Glanbia plc. The Group through Employee Benefit Trusts reacquired Company shares from key management
personnel; the total number reacquired was 190,058 ordinary shares at an average price of €17.84 per share (2023: 198,201 ordinary
shares at an average price of €13.97 per share).
Retirement benefits of $0.1 million (2023: $0.3 million) were accrued in the year to one member of key management (2023: two) under a
post retirement defined benefit plan. Total retirement benefits accrued to key management under the post retirement defined benefit
plan are $2.3 million (2023: $5.9 million).
227
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
36. Events after the reporting period
See note 13 for the final dividend, recommended by the Directors. Subject to shareholder approval, this dividend will be paid on 2 May
2025 to shareholders on the register of members on 21 March 2025, the record date.
Subsequent to year end the Directors approved the commencement of a sales process for the SlimFast brand.
37. Principal subsidiaries and joint venture
The information outlined in section (a) below relates only to the principal undertakings in the Group at the reporting date. The Group has
availed of the exemption under section 316 of the Companies Act 2014. The information required under section 314 of the Companies Act
2014 (including a full listing of subsidiaries and joint venture undertakings) will be annexed to the Company’s Annual Return to be filed in
the Companies Registration Office in Ireland. All beneficial interests are in ordinary shares, membership interests or membership units.
All Group entities are wholly-owned subsidiaries, unless otherwise stated.
(a) Subsidiaries
Incorporated and operating in
Principal activity
Registered
office
Ireland
Alanfield Society Limited
Holding society
1
Glanbia AP Designated Activity Company
Financing
1
Glanbia Cheesip Limited
Research and development
1
Glanbia Estates Limited
Property and land dealing
1
Glanbia Finance International Designated Activity
Company
Financing
1
Glanbia Financial Services Unlimited Company
Financing
1
Glanbia GNPN Holding Limited
Holding company
1
Glanbia Holdfin Limited
Holding company
1
Glanbia Investchip Limited
Holding and managing receivables
1
Glanbia Investment Holding Limited
Holding company
1
Glanbia Management Services Limited
Management and general business services
1
Glanbia Nutritionals Limited
Nutritional ingredients
1
Glanbia Performance Nutrition Limited
Performance nutrition
1
Glanbia Property Holding Designated Activity Company Holding company
1
Glanbia Property Rentals Designated Activity Company Property lessor
1
Glanbia Support Services Limited
Holding company
1
Glanbia SMP Limited
Holding company
1
Glassonby Unlimited Company
Financing
1
Waterford Foods Designated Activity Company
Holding company
1
United States
of America
APS BioGroup, Inc.
Bioactive solutions
2
Flavor Producers, LLC 4
Flavours solutions
2
Foodarom USA, Inc.
Flavours solutions
2
Glanbia Business Services, Inc.
Business services
2
Glanbia (Delaware), Inc.
Holding company
2
Glanbia Foods, Inc.
Cheese and nutritional ingredients
3
Glanbia, Inc.
Holding company
2
Glanbia Nutritionals (NA), Inc.
Nutritional ingredients
2
Glanbia Nutritionals, Inc.
Nutritional ingredients
2
Glanbia Nutritionals Services, LLC
Management services (nutritional ingredients)
2
Glanbia Performance Nutrition (Manufacturing), Inc.
Performance nutrition
4
Glanbia Performance Nutrition (NA), Inc.
Performance nutrition
5
GPN Commercial, LLC
Performance nutrition
4
GPN SlimFast Commercial, LLC
Weight management solutions
4
Grass Advantage, LLC
Performance nutrition
4
KSF Acquisition Corporation
Weight management solutions
4
La Belle Associates, Inc.
Bioactive solutions
2
PacMoore Process Technologies, LLC
Nutritional ingredients
2
Sterling Technology, LLC
Bioactive solutions
2
228 Glanbia plc | Annual Report and Financial Statements 2024
Notes to the financial statements continued
Incorporated and operating in
Principal activity
Registered
office
Britain and
Northern Ireland
Glanbia Milk Limited
Management services
6
Glanbia Performance Nutrition (UK) Limited
Performance nutrition
6
Glanbia Performance Nutrition (UK Sales Division) Limited
Performance nutrition
6
Glanbia (UK) Limited
Holding company
6
Australia
Glanbia Performance Nutrition Pty Ltd
Performance nutrition
7
Brazil
Glanbia Marketing de Produtos de Nutrição e
Performance do Brasil Ltda ¹
Performance nutrition
8
Canada
Foodarom Group Inc. 1
Flavours solutions
9
Glanbia Nutritionals (Canada) Inc. 1
Nutritional ingredients
9
Glanbia Performance Nutrition Canada Inc. 1
Performance nutrition
9
China
Glanbia Nutritionals (Suzhou) Co., Ltd. 1
Nutritional ingredients
10
Glanbia Performance Nutrition Trading (Shanghai) Co.,
Ltd. 1
Performance nutrition
11
Glanbia (Shanghai) International Trading Co., Ltd. 1
Nutritional ingredients
12
Denmark
Nutramino Int. ApS 1
Performance nutrition
13
France
Glanbia Performance Nutrition France SAS 1
Performance nutrition
14
Germany
Foodarom Germany GmbH 1
Flavours solutions
15
Glanbia Nutritionals Deutschland GmbH 1
Nutritional ingredients
15
Glanbia Performance Nutrition GmbH 1
Performance nutrition
16
LevlUp GmbH ¹
Performance nutrition
17
India
Glanbia India Private Limited 2
Nutritional ingredients
18
Glanbia Performance Nutrition (India) Private Limited 2
Performance nutrition
19
Italy
Glanbia Nutritionals Italia Srl
Flavour solutions
20
Japan
Glanbia Japan K.K. 1
Nutritional ingredients
21
Korea (Republic of)
Glanbia Performance Nutrition Korea, LLC 1
Performance nutrition
22
Malta
Glanbia Maltfin Limited 1, 3
Financing
23
Mexico
Glanbia, S.A. de C.V. ¹
Nutritional ingredients
24
Glanbia Performance Nutrition S.A. de C.V. 1
Performance nutrition
25
Netherlands
Body & Fit Sportsnutrition B.V. 1
Performance nutrition
26
Glanbia Foods B.V. 1
Holding company
27
New Zealand
Glanbia Performance Nutrition (New Zealand) Limited 1
Performance nutrition
28
Philippines
Glanbia Performance Nutrition Philippines, Inc. 1
Performance nutrition
29
Portugal
Glanbia Nutritionals (Portugal), Sociedade Unipessoal
Lda. 1
Performance nutrition
30
Singapore
Glanbia Nutritionals Singapore Pte Limited
Nutritional ingredients
31
Glanbia Performance Nutrition Singapore Pte. Ltd
Performance nutrition
32
South Africa
Glanbia (Pty) Limited 1
Nutritional ingredients
33
Sweden
Nutramino AB 1
Performance nutrition
34
United Arab Emirates Glanbia Performance Nutrition DMCC 1
Performance nutrition
35
Uruguay
Glanbia (Uruguay Exports) SA 1
Nutritional ingredients
36
1.
The statutory year end of these subsidiaries is fixed at 31 December each year to comply with statutory requirements.
2. The statutory year end of these subsidiaries is 31 March, which coincides with the tax year in India.
3. Glanbia Maltfin Limited has a branch at 3500 Lacey Road, Downers Grove, IL 60515, United States.
4. Acquired in 2024.
The Group has no significant restrictions in relation to its ability to access or use the assets and settle the liabilities of its subsidiaries.
37. Principal subsidiaries and joint venture continued
229
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
(b) Joint venture
Incorporated and operating in
Principal activity
Registered
office
United States
of America
MWC-Southwest Holdings LLC
Holding company of two cheese and
nutritional ingredients companies
2
The Group has a 50% beneficial interest in MWC-Southwest Holdings LLC (note 17). The Group’s interest in Leprino Foods Limited and
Leprino Foods EU Limited was disposed of during 2023 (note 33). The Group’s interests in joint venture are subject to certain restrictions,
however these are not material.
Registered office
1
Glanbia House, Kilkenny, R95 E866, Ireland
2
Citco (Delaware) Inc., 222 Delaware Avenue, Suite 1010, Wilmington, New Castle 19801, United States
3
Corporate Creations Network Inc., 950 W. Bannock Street #1100 Boise, ID 83702, Ada County, United States
4
Corporate Creations Network, Inc., 1521 Concord Pike Suite 201 Wilmington, DE 1980, New Castle County, United States
5
Corporate Creations Network, Inc., 801 US Highway, 1 North Palm Beach, FL 33408, United States
6
2 North Park Road, Harrogate, HG1 5PA, United Kingdom
7
Level 10, 68 Pitt Street, Sydney NSW 2000, Australia
8
Rua Funchal, no. 411, 4th floor, suite 43-room 36, Vila Olimpia, São Paula, SP 04551-060, Brazil
9
1700-242 Hargrave Street, Winnipeg MB, R3C 0V1, Canada
10 No. 128 Fangzong Street SIP, Suzhou, Jiangsu Province, PRC 215025, China
11
Unit 01, 03-D, Nominal Floor 6 (Actual Floor 6), Office Building C, No. 610, Xujiahui Road, Huangpu District, Shanghai, China
12
Room 228, 2/F, Building 1, No. 239, Gang’ao Road, Shanghai New Free Trade Zone, China
13
Nybrogade 12, København K, 1203, Denmark
14
8, Avenue Hoche, 75008, Paris, France
15
Gewerbestrasse 3, 78359 Orsingen – Nenzingen, Germany
16
Mainzer Landstraße 41, 60329, Frankfurt am Main, Germany
17
Robert-Bosch-Breite 15, 37079 Gottingen, Germany
18
Ground Floor, No. 12/47, 7th Cross, Swimming Pool Extension, Malleshwaram, Bangalore KA, 560003, India
19
Allied House, Nelson Mandela Marg Pocket 10, Sector B, Vasant Kunj, New Delhi, DL 110070, India
20 Via Santa Valeria 52, Seregno (MB), 20831, Italy
21
Level 18, Yebisu Garden Place, Tower 4–20–3, Ebisu Shibuya-ku, Tokyo, Japan
22 Room 811, Fastfive, 503 Teheran-ro, Gangnam-gu, Seoul, Republic of Korea
23 Vision Exchange Building, Level 2, Territorials Street, Zone 1, Central Business District, Birkirkara, CBD 1070, Malta
24 Av. Prolongación Paseo de la Reforma No. 115–1006, Col. Paseo de las Lomas, C.P. 01330, Mexico
25 BLVD. Puerta de Hierro, 5153 Piso 2 INT 259 Col. Plaza Andares, Mexico
26 Mars 10, 8448CP, Heerenveen, Netherlands
27 Herikerbergweg 88, 1101 CM Amsterdam, Netherlands
28 C/–Martelli Mckegg, Level 20, HSBC Tower, 188 Quay Street, Auckland, 1010, New Zealand
29 WeWork RCBC Plaza, 30th and 31st Floor Yuchencgo Tower, 6819 Ayala Avenue cor. Buendia Avenue,Salcedo Village,
Makati City, 1227, Philippines
30 Calçada Nova de São Francisco, nº 10, 1º andar, 1200-300, Lisboa, Portugal
31
Helios, #03-03/04, 11 Biopolis Way, Singapore, 138667, Singapore
32 300 Beach Road, #35-06/07, The Concourse, 199555, Singapore
33 Stand 893, 7 Forbes Street, Midstream Estate – Windsor Gate, Brakfontein RD, Gauteng, 2192, South Africa
34 Östermalmstorg 1, 4 tr, 114 42, Stockholm, Sweden
35 Unit No: 1JLT-Nook-098, One JLT, Plot No: DMCC-EZ1-1AB, Jumeirah Lakes Towers, Dubai, United Arab Emirates
36 Copacabana Street, Block 26 – S 12, Médanos de Solymar City, Canelones, Uruguay
230 Glanbia plc | Annual Report and Financial Statements 2024
Company balance sheet
as at 4 January 2025
Notes
4 January
2025
€m
30 December
2023
€m
ASSETS
Non-current assets
Investments in subsidiaries
2
581.6
581.6
Other financial assets
3
0.3
1.8
Deferred tax assets
–
0.1
581.9
583.5
Current assets
Trade and other receivables
4
6.0
5.0
Cash at bank and in hand
15.1
13.1
21.1
18.1
Total assets
603.0
601.6
EQUITY
Issued capital and reserves attributable to equity holders of the Company
Share capital and share premium
5
458.6
459.0
Other reserves
11.2
4.3
Retained earnings
70.8
64.7
Total equity
540.6
528.0
LIABILITIES
Current liabilities
Bank overdraft
33.7
25.2
Provisions
0.6
0.6
Trade and other payables
6
28.1
47.8
Total liabilities
62.4
73.6
Total equity and liabilities
603.0
601.6
As permitted by section 304 of the Companies Act 2014, the Company is availing of the exemption from presenting its separate profit
and loss account in these financial statements and from filing it with the Registrar of Companies. The profit for the year dealt with in the
financial statements of the Company amounts to €211.2 million (2023: €185.1 million).
On behalf of the Board
Donard Gaynor
Directors
Hugh McGuire
Mark Garvey
25 February 2025
231
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
Company statement of changes in equity
for the financial year ended 4 January 2025
Share
capital
and share
premium
€m
(note 5)
Other reserves
Retained
earnings
€m
Total
Equity
€m
Capital
reserve
€m
Own
shares
€m
Share-
based
payment
reserve
€m
FVOCI
reserve
€m
Balance at 31 December 2023
459.0
6.1
(35.1)
33.1
0.2
64.7
528.0
Profit for the year
–
–
–
–
–
211.2
211.2
Other comprehensive income
–
–
–
–
–
–
–
Total comprehensive income for the year
–
–
–
–
–
211.2
211.2
Dividends
–
–
–
–
–
(96.1)
(96.1)
Purchase of own shares
–
–
(119.5)
–
–
–
(119.5)
Cancellation of own shares
(0.4)
0.4
102.1
–
–
(102.1)
–
Share-based payment expense
–
–
–
17.0
–
–
17.0
Transfer on exercise, vesting or expiry
of share-based payments
–
–
30.5
(23.6)
–
(6.9)
–
Total contributions by and distributions to owners
(0.4)
0.4
13.1
(6.6)
–
(205.1)
(198.6)
Balance at 4 January 2025
458.6
6.5
(22.0)
26.5
0.2
70.8
540.6
At 1 January 2023
459.4
5.7
(20.7)
27.1
–
74.8
546.3
Profit for the year
–
–
–
–
–
185.1
185.1
Other comprehensive income
– Revaluation – gross
–
–
–
–
0.3
–
0.3
– Deferred tax
–
–
–
–
(0.1)
–
(0.1)
Total comprehensive income for the year
–
–
–
–
0.2
185.1
185.3
Dividends
–
–
–
–
–
(89.8)
(89.8)
Purchase of own shares
–
–
(136.5)
–
–
–
(136.5)
Cancellation of own shares
(0.4)
0.4
100.1
–
–
(100.1)
–
Share-based payment expense
–
–
–
22.7
–
–
22.7
Transfer on exercise, vesting or expiry
of share-based payments
–
–
22.0
(16.7)
–
(5.3)
–
Total contributions by and distributions to owners
(0.4)
0.4
(14.4)
6.0
–
(195.2)
(203.6)
At 30 December 2023
459.0
6.1
(35.1)
33.1
0.2
64.7
528.0
Refer to note 23 of the Group financial statements for a description of the individual components in other reserves.
232 Glanbia plc | Annual Report and Financial Statements 2024
Notes to the Company financial statements
for the financial year ended 4 January 2025
1. Accounting policies
Basis of preparation
Glanbia plc (the “Company”) is a public limited company incorporated and domiciled in Ireland, the number under which it is registered
is 129933. The address of its registered office is Glanbia House, Kilkenny, R95 E866, Ireland.
These financial statements are prepared for the 53-week period ended 4 January 2025. Comparatives are for the 52-week period
ended 30 December 2023. The balance sheets for 2024 and 2023 have been drawn up as at 4 January 2025 and 30 December 2023
respectively. The financial statements were approved and authorised for issue by the Board of Directors on 25 February 2025.
The financial statements have been prepared under the historical cost convention, as modified by use of fair values for certain other
financial assets, and comply with the Companies Act 2014 and Financial Reporting Standard 101 Reduced Disclosure Framework (“FRS
101”). The Company has taken advantage of the following disclosure exemptions under FRS 101:
• a Cash Flow Statement and related notes;
• disclosures in respect of transactions with wholly-owned subsidiaries;
• disclosures in respect of capital management;
• the effects of new but not yet effective IFRS; and
• disclosures in respect of the compensation of key management personnel.
As the consolidated financial statements of the Company and its subsidiaries include the equivalent disclosures, the Company has also
availed of the following disclosure exemptions under FRS 101:
• IFRS 2 Share Based Payments in respect of group settled share based payments; and
• certain disclosures required by IAS 12 Income Taxes, IFRS 13 Fair Value Measurement and IFRS 7 Financial Instrument Disclosures.
The financial statements have been prepared in euro and presented in millions. The material accounting policies set out below have,
unless otherwise stated, been applied consistently to all periods presented in these financial statements.
Going concern
The Company is in a net current liabilities position at 4 January 2025. The Company and its subsidiaries (the “Group”) is profit-making
and cash generative, having made a profit after tax of $164.7 million and net cash inflow from operating activities was $443.2 million in
2024. The Company made a profit of €211.2 million in 2024 (2023: €185.1 million). The Group expects to continue to be profitable and cash
generative for at least 12 months from the date of approval of these financial statements based on approved budgets and strategic
plans. The Company has control over its subsidiaries, it can therefore direct its subsidiary entities to distribute or make available funds
to the parent company to ensure that the Company can repay its creditors as they fall due. The Directors have a reasonable expectation
that these funds will be available within the Group based on current budgets and strategic plans. Accordingly, the financial statements
of the Company for the financial year ended 4 January 2025 have been prepared on a going concern basis.
Investments in subsidiaries
Investments in subsidiaries are held at cost less, if any, accumulated impairment. The Company assesses investments for impairment
whenever events or changes in circumstances indicate that the carrying value of an investment may not be recoverable. If any
such indication of impairment exists, the Company makes an estimate of its recoverable amount. When the carrying amount of an
investment exceeds its recoverable amount, the investment is considered impaired and is written down to its recoverable amount. In the
opinion of the Directors the shares in the subsidiaries are worth at least the amounts at which they are stated on the balance sheet.
Other financial assets
The Company classifies and initially measures its investments in equity instruments at fair value and are subsequently adjusted to fair
value at each reporting date. If the market for a financial asset is not active or unquoted, the Company establishes fair value using valuation
techniques. The investment in The BDO Development Capital Fund was fair valued by reference to the latest quarterly report available to
the limited partners. Changes in their fair value are recognised in the profit and loss account unless management has elected to present
changes in fair value through other comprehensive income (“FVOCI”) on an investment by investment basis. When an election is made for
an investment, there is no subsequent reclassification of fair value gains and losses related to the investment to profit or loss following the
derecognition of the investment. Dividends from such investments are recognised in profit or loss when the Company’s right to receive
payments is established.
Financial assets are derecognised when the rights to receive cash flows from financial assets have expired or have been transferred and
the Company has transferred substantially all the risks and rewards of ownership.
Trade and other receivables and payables
Receivables and payables are recognised initially at fair value except trade receivables that do not contain significant financing
components which are recognised at transaction price. They are subsequently measured at amortised cost using the effective interest
method less any allowance for expected credit loss (“ECL”) for receivables.
Impairment
The Company applies the simplified approach under IFRS 9 to measure ECL which uses a lifetime expected loss allowance for all trade
receivables. A loss allowance for receivables is estimated based on expected credit losses. To measure ECL, historical loss rates are
calculated based on historical credit loss experience. The loss allowance based on historical loss rates is adjusted to reflect current
information and forward-looking information on macroeconomic factors if there is evidence to suggest these factors will affect the
ability of the counterparty to settle the receivables. Trade and other receivables are written off when there is no reasonable expectation
of recovery such as a debtor failing to engage in a repayment plan with the Company.
The Company’s intercompany receivables at 4 January 2025 amounted to €5.8 million (2023: €4.6 million). There is no material ECL in
respect of intercompany receivables as at 4 January 2025 or 30 December 2023.
233
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
Cash at bank and in hand
Cash includes cash, in any currency, in hand or deposited with financial institutions repayable without penalty on notice of not more than 24 hours.
Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity
as a deduction from the proceeds. Repurchase of the Company’s own equity instruments is recognised and deducted from equity with a
transfer between the own shares reserve and retained earnings when they are cancelled. No gain or loss is recognised in profit or loss on
the purchase, sale, issue or cancellation of the Company’s own equity instruments.
Own shares
Where the Employee Share Trust and/or the Employee Share Scheme Trust (on behalf of the Company) purchases the Company’s
equity share capital, under the 2018 Long-term incentive plan, the 2019 Restricted share plan, and the Annual incentive deferred into
shares scheme, the consideration paid is deducted from distributable reserves and classified as own shares until they are re-issued.
Where such shares are re-issued, they are re-issued on a first-in, first-out basis and the proceeds from the re-issue of own shares are
transferred from own shares to retained earnings.
Dividends
Dividends on ordinary shares to the Company’s shareholders are recognised as a liability of the Company when approved by the
Company’s shareholders. Interim dividends are recognised when paid. Proposed dividends that are approved after the balance sheet
date are not recognised as a liability but are disclosed in note 13 of the Group financial statements.
Borrowings
Borrowings are recognised initially at fair value and are subsequently stated at amortised cost.
Foreign currency translation
The functional and presentation currency of the Company is euro. Transactions in foreign currencies are translated at the rates of
exchange ruling at the transaction date. Monetary assets and liabilities denominated in foreign currencies are translated into euro at
the rates of exchange ruling at the balance sheet date, with a corresponding charge or credit to the profit and loss account.
Dividend income
Dividend income is recognised in the profit and loss account on the date the entity’s right to receive payment is established.
Share-based payments
The Company operates equity settled share-based payment arrangements. The arrangements include a long-term incentive plan
and a restricted share plan whereby share awards in the Company are granted to Executive Directors and senior management. The
Company also operates an annual incentive scheme whereby a portion of the annual incentive will be settled by way of shares. The
Company recharges the costs of these plans to its subsidiaries and the balances are settled in cash.
Taxation
The tax expense for the year comprises current and deferred tax. Tax is recognised in the profit and loss account except to the extent
that it relates to items recognised in other comprehensive income or directly in equity, in which case the tax is also recognised in other
comprehensive income or directly in equity, respectively.
A provision is recognised for those matters for which the tax determination is uncertain but it is considered probable that there will be a
future outflow of funds to a tax authority. The provisions are measured at the best estimate of the amount expected to become payable.
Current tax is calculated on the basis of tax laws enacted or substantively enacted at the balance sheet date in countries where the
Company operates and generates taxable income, taking into account adjustments relating to prior years.
Deferred tax is determined using tax rates and laws enacted or substantively enacted by the reporting date. Deferred tax is provided on
a non-discounted basis, using the balance sheet liability method, providing for temporary differences on the reporting date between the
tax bases of assets and liabilities and their carrying amounts in the financial statements. However, deferred tax is not accounted for if it
arises from initial recognition of an asset or liability in a transaction, other than a business combination, that at the time of the transaction
affects neither accounting nor taxable profit or loss and does not give rise to an equal taxable and deductible temporary differences.
Deferred tax liabilities are not recognised to the extent they arise from the initial recognition of goodwill not having full tax basis. Deferred
tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the temporary differences
can be utilised.
Critical accounting judgements and estimates
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations
of future events that are believed to be reasonable under the circumstances. There were no critical accounting estimates or significant
judgements used in the preparation of these financial statements for 2024.
234 Glanbia plc | Annual Report and Financial Statements 2024
2. Investments in subsidiaries
2024
€m
2023
€m
At the beginning and end of the year
581.6
581.6
Details of the Company’s principal subsidiaries are set out in note 37 of the Group financial statements.
3. Other financial assets
2024
€m
2023
€m
At the beginning of the year
1.8
1.6
Disposals/redemption
(1.5)
(0.1)
Fair value adjustment
–
0.3
At the end of the year
0.3
1.8
4. Trade and other receivables
2024
€m
2023
€m
Amounts owed by subsidiaries
5.8
4.6
Prepayments
0.2
0.4
6.0
5.0
5. Share capital and share premium
At 4 January 2025, share capital and share premium were €15.5 million (2023: €15.9 million) and €443.1 million (2023: €443.1 million)
respectively.
The movement in the share capital was due to cancellation of ordinary shares on the share buyback programme. The difference
between the Company and Group share premium is due to the merger of Waterford Foods plc now named Waterford Foods DAC and
Avonmore Foods plc now named Glanbia plc since 1997 and €0.2 million of issuance of shares in 2021.
6. Trade and other payables
2024
€m
2023
€m
Amounts owed to subsidiaries
11.6
33.3
Accruals
16.5
14.5
28.1
47.8
7. Contingent liabilities
Any Irish registered wholly-owned subsidiary of the Company may avail of the exemption from filing its statutory financial statements for
the year ended 4 January 2025 as permitted by section 357 of the Companies Act 2014 and if an Irish registered wholly-owned subsidiary
of the Company elects to avail of this exemption, there will be in force an irrevocable guarantee from the Company in respect of all
commitments entered into by such wholly-owned subsidiary, including amounts shown as liabilities (within the meaning of section 357 (1) (b)
of the Companies Act 2014) in such wholly-owned subsidiary’s statutory financial statements for the year ended 4 January 2025.
Within the scope of benefitting from the exemption related to the filing of the statutory financial statements for the financial year ended
31 December 2024 of Body & Fit Sportsnutrition B.V. and Glanbia Foods B.V. (the “Relevant Entities”), the Company has guaranteed the
liabilities ensuing from legal acts performed by the Relevant Entities, including all existing and future debts arising from legal acts
performed by the Relevant Entities from 1 January 2024, but also from legal acts performed previously, in accordance with and to the
extent as set out in section 2:403.1(b and f) of the Dutch Civil Code. Therefore, the Relevant Entities are exempt from the obligation to
publish its statutory financial statements and the obligations to file statutory financial statements has been fulfilled by means of the
publication of the declaration of consent and the declaration of liability.
Within the scope of benefitting from the exemption related to the filing of the statutory financial statements for the financial year
ended 31 December 2024 of the Luxembourg subsidiary, Glanbia Luxembourg S.A, the Company has guaranteed the liabilities of
this subsidiary in respect of any losses or liabilities (as provided by Article 70 (c) of the Luxembourg Law of 19 December 2002 on the
register of commerce and companies and the accounting and annual accounts of undertakings) for the financial year ended on
31 December 2024. This subsidiary avails of the exemption from filing of their statutory financial statements, as permitted by Article 70
of the Luxembourg Law of 19 December 2002 on the register of commerce and companies and the accounting and annual accounts of
undertakings.
The Group’s financial liabilities are guaranteed by the company. Expected credit loss allowance in relation to these guarantees is not material.
8. Related party transactions
During 2024, dividends of €27.8 million (2023: €25.3 million) were paid to Tirlán Co-operative Society Limited and its wholly-owned
subsidiaries based on their shareholding in the Company.
Notes to the Company financial statements continued
235
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
9. Auditor’s remuneration
The following table discloses the fees paid or payable to Deloitte Ireland LLP, the statutory auditor:
2024
€m
2023
€m
Statutory audit*
–
–
Other assurance services – audit of the Group financial statements
1.4
1.2
Tax advisory services
–
–
Other non-audit services
–
–
1.4
1.2
*
The audit fee for the Company is €47,000 (2023: €45,000).
10. Directors’ remuneration
2024
€m
2023
€m
Salaries and other short-term employee benefits
3.3
4.1
Post-employment benefits
0.2
0.4
Share-based payment expense
3.5
5.0
Non-Executive Directors fees
1.4
1.3
8.4
10.8
In addition to the amounts disclosed above, remuneration related to a former director amounted to €1.5 million in 2024 for loss of office.
There were no retirement benefits accrued in the current year to Directors’ under a post retirement defined benefit plan (2023: €0.2 million
to one Director). Total retirement benefits accrued to Directors’ under the post retirement defined benefit plan are nil (2023: €3.4 million).
11. Events after the reporting period
Refer to note 36 of the Group financial statements.
236 Glanbia plc | Annual Report and Financial Statements 2024
Glossary of non-IFRS performance measures
The Group reports certain performance measures including key performance indicators that are not defined under IFRS but which
represent additional measures used by the Board of Directors and the Glanbia Operating Executive in assessing performance and
for reporting both internally and to shareholders and other external users. The Group believes that the presentation of these non-
IFRS performance measures provides useful supplemental information which, when viewed in conjunction with our IFRS financial
information, provides readers with an enhanced understanding of the underlying financial and operating performance of the Group.
These non-IFRS performance measures may not be uniformly defined by all companies and accordingly they may not be directly
comparable with similarly titled measures and disclosures by other companies. None of these non-IFRS performance measures should
be considered as an alternative to financial measures drawn up in accordance with IFRS.
The principal non-IFRS performance measures used by the Group are defined below with a reconciliation of these measures to IFRS
measures where applicable. Please note where referenced “GIS” refers to Group income statement, “GBS” refers to Group balance
sheet, and “GSCF” refers to Group statement of cash flows. EBITDA and EBITA references throughout the annual report are on a pre-
exceptional basis unless otherwise indicated.
The definition of exceptional items and the analysis of exceptional items is disclosed in note 2 and note 6 of the Group financial
statements respectively.
While the Group reports its results in US dollar, it generates a proportion of its earnings in currencies other than US dollar, in particular
euro. Constant currency reporting is used by the Group to eliminate the translational effect of foreign exchange on the Group’s results.
To arrive at the constant currency year-on-year change, the results for the prior year are retranslated using the average exchange rates
for the current year and compared to the current year reported numbers. The principal average exchange rates used to translate results
for 2024 and 2023 are outlined in note 2 of the Group financial statements.
As announced on 16 August 2023, the Group has amended the commercial arrangements associated with its US joint venture effective
1 January 2024 (see note 2 of the Group financial statements for further details). Revenue for the Glanbia Nutritionals segment and total
revenue presented below is on a pro forma basis as if the terms of this amendment were effective from the beginning of 2023. Prior year
pro forma revenue numbers are provided for illustrative purposes and to aid comparability to 2024 reported revenue.
G 1. Revenue measures
G 1.1 Constant currency and like-for-like revenue change
GN and GPN like-for-like total revenue represents the sales increase/(decrease) year-on-year, excluding the incremental revenue
contributions from current year and prior year acquisitions and disposals, and the impact of a 53rd week (when applicable), on a pro
forma and constant currency basis.
Reference
2024
Reported
$m
2023
Reported
$m
2023
Pro forma
$m
2023
Constant
currency*
$m
Constant
currency
change
(G 1.2)*
%
Like-for-like
change
(G 1.2)*
%
Nutritional Solutions
Note 4
1,007.7
1,008.5
885.4
883.7
14.0%
4.0%
US Cheese
Note 4
1,025.3
2,621.3
948.8
948.8
8.1%
5.9%
Glanbia Nutritionals
Note 4
2,033.0
3,629.8
1,834.2
1,832.5
10.9%
4.9%
GPN Americas
Note 4
1,161.0
1,166.7
1,166.7
1,166.4
(0.5%)
(2.3%)
GPN International
Note 4
645.7
628.9
628.9
631.4
2.3%
0.4%
Glanbia Performance Nutrition
Note 4
1,806.7
1,795.6
1,795.6
1,797.8
0.5%
(1.3%)
Revenue
GIS
3,839.7
5,425.4
3,629.8
3,630.3
5.8%
1.8%
*
Based on pro forma figures.
G 1.2 Volume and pricing increase/(decrease)
Volume increase/(decrease) represents the impact of sales volumes within the revenue movement year-on-year, excluding volume from
acquisitions and disposals, and the impact of a 53rd week (when applicable), on a pro forma and constant currency basis.
Pricing increase/(decrease) represents the impact of sales pricing (including trade spend) within revenue movement year-on-year,
excluding acquisitions and disposals, on a pro forma and constant currency basis.
Reconciliation of volume and pricing increase/(decrease) to constant currency revenue change:
Volume
increase/
(decrease)
Price
increase/
(decrease)
Like-for-like
change
(G 1.1)
Acquisitions/
(disposals)
53rd week
adjustment
Constant
currency
revenue change
(G 1.1)
Nutritional Solutions
3.6%
0.4%
4.0%
7.7%
2.3%
14.0%
US Cheese
0.1%
5.8%
5.9%
–
2.2%
8.1%
Glanbia Nutritionals
1.7%
3.2%
4.9%
3.7%
2.3%
10.9%
Glanbia Performance Nutrition
2.9%
(4.2%)
(1.3%)
–
1.8%
0.5%
2024 increase/(decrease) % – revenue
2.3%
(0.5%)
1.8%
2.0%
2.0%
5.8%
237
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
G 2. EBITDA and EBITDA margin % (pre-exceptional)
EBITDA (pre-exceptional) is defined as earnings before interest, tax, depreciation (net of grant amortisation) and amortisation. Refer to
note 4 of the Group financial statements for the reconciliation of EBITDA (pre-exceptional) to IFRS measures.
EBITDA margin % (pre-exceptional) is defined as EBITDA (pre-exceptional) as a percentage of revenue. Refer to G 1 for revenue and
EBITDA (pre-exceptional) is disclosed below.
Reference
2024
Reported
$m
2023
Reported
$m
2023
Constant
currency
$m
Constant
currency
change
%
Nutritional Solutions
200.0
157.3
157.2
27.2%
US Cheese
45.9
53.8
53.8
(14.7%)
Glanbia Nutritionals
Note 4
245.9
211.1
211.0
16.5%
Glanbia Performance Nutrition
Note 4
305.4
282.3
282.1
8.3%
EBITDA (pre-exceptional)
Note 4, G 7.4
551.3
493.4
493.1
11.8%
G 3. EBITA (pre-exceptional)
EBITA (pre-exceptional) is defined as earnings before interest, tax and amortisation. EBITA (pre-exceptional) is one of the performance
conditions in Glanbia’s Annual Incentive Plan for Senior Management.
Reference
2024
$m
2023
$m
EBITDA (pre-exceptional)
G 2, G 7.4
551.3
493.4
Depreciation*
Note 5
(73.1)
(69.4)
EBITA (pre-exceptional)
478.2
424.0
*
Includes depreciation of property, plant and equipment of $52.2 million (2023: $49.7 million), reversal of an impairment of property, plant and equipment of $1.0 million
(2023: nil) and depreciation of right-of-use assets of $21.9 million (2023: $19.7 million).
238 Glanbia plc | Annual Report and Financial Statements 2024
G 4. Constant currency earnings per share (“EPS”) measures
G 4.1 Constant currency basic EPS
Basic EPS is an IFRS measure and defined in note 12 of the Group financial statements. Basic EPS has also been calculated on a
continuing basis in line with the presentation of continuing and discontinued operations in the GIS. Profit/(loss) after tax in this
performance measure refers to the amount attributable to equity holders of the Company.
Reference
2024
Reported
$m
2023
Reported
$m
2023
Constant
currency
$m
Profit after tax
GIS
164.7
344.4
347.7
Loss after tax – discontinued operations
GIS
-
3.2
3.2
Profit after tax – continuing operations
G 4.2
164.7
347.6
350.9
Weighted average number of ordinary shares in issue (thousands)
Note 12
260,554
266,548
266,548
Basic EPS (cent) – continuing operations
Note 12
63.21
130.41
131.65
Basic EPS (cent)
Note 12
63.21
129.21
130.45
Constant currency change – continuing operations
(52.0%)
Constant currency change
(51.5%)
G 4.2 Constant currency adjusted EPS
Adjusted EPS is defined as the profit after tax attributable to the equity holders of the Company, before exceptional items and intangible
asset amortisation and impairment (excluding software amortisation), net of related tax, divided by the weighted average number of
ordinary shares in issue during the year, excluding ordinary shares purchased by the Group and held as own shares (see note 23). The Group
believes that adjusted EPS provides useful information of underlying performance as it excludes exceptional items (net of related tax)
that are not related to ongoing operational performance and intangible asset amortisation, which allows for comparability of companies
that grow by acquisition to those that grow organically. Adjusted EPS has also been calculated on a continuing basis in line with the
presentation of continuing and discontinued operations in the GIS.
Adjusted EPS growth on a constant currency basis is one of the performance conditions in Glanbia’s Annual Incentive Plan and in Glanbia’s
Long-term Incentive Plan.
Reference
2024
Reported
$m
2023
Reported
$m
2023
Constant
currency
$m
Profit after tax from continuing operations
G 4.1
164.7
347.6
350.9
Exceptional charge/(gain) – continuing operations
GIS
145.6
(49.6)
(53.5)
Profit after tax from continuing operations (pre-exceptional)
310.3
298.0
297.4
Amortisation of intangible assets (excluding software amortisation)
net of related tax of $8.7 million (2023: $7.8 million, 2023 constant currency: $7.8 million) –
continuing operations
54.5
52.1
52.2
Adjusted net income – continuing operations
364.8
350.1
349.6
Loss after tax from discontinued operations
GIS
–
(3.2)
(3.2)
Exceptional charge – discontinued operations
GIS
–
3.2
3.2
Profit from discontinued operations (pre-exceptional)
GIS
–
–
–
Adjusted net income
364.8
350.1
349.6
Weighted average number of ordinary shares in issue (thousands)
Note 12
260,554
266,548
266,548
Adjusted EPS (cent) – continuing operations
140.03
131.37
131.17
Adjusted EPS (cent)
G 9
140.03
131.37
131.17
Constant currency growth – continuing operations
6.8%
Constant currency growth
6.8%
Glossary of non-IFRS performance measures continued
239
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
G 5. Financing measures
G 5.1 Net debt
Refer to note 30(a) and note 25 of the Group financial statements for the definition and composition of net debt at the end of the
reporting period respectively.
G 5.2 Net debt: adjusted EBITDA
Refer to note 30(a) of the Group financial statements for the definition of net debt: adjusted EBITDA.
Reference
2024
$m
2023
$m
Net debt
Note 25
436.0
248.7
EBITDA
G 2
551.3
493.4
Adjustments in line with lenders’ facility agreements
(15.6)
6.8
Adjusted EBITDA
535.7
500.2
Net debt: adjusted EBITDA
Note 30(a)
0.81 times
0.50 times
G 5.3 Adjusted EBIT: adjusted net finance cost
Refer to note 30(a) of the Group financial statements for the definition of adjusted EBIT: adjusted net finance cost.
Reference
2024
$m
2023
$m
Operating profit
GIS
234.7
392.2
Exceptional charge/(credit)
GIS
161.4
(47.8)
Operating profit (pre-exceptional)
G 6, GIS
396.1
344.4
Dividends received from related parties
GSCF
5.0
32.0
IFRS 16 adjustment – interest expense on lease liabilities
Note 10
(3.0)
(2.7)
Adjusted EBIT
398.1
373.7
Net finance costs
Note 10
26.8
12.3
Adjustments
(3.0)
(2.5)
Adjusted net finance cost
23.8
9.8
Adjusted EBIT: adjusted net finance cost
Note 30(a)
16.7 times
38.1 times
G 5.4 Average interest rate
The average interest rate is defined as adjusted net finance costs divided by the average net debt during the reporting period. Refer to
G 5.3 and G 5.2 for net finance costs and net debt respectively.
240 Glanbia plc | Annual Report and Financial Statements 2024
G 6. Return on capital employed (“ROCE”)
ROCE is defined as the Group’s earnings before interest, and amortisation (net of related tax) plus the Group’s share of the results of joint
ventures after interest and tax divided by capital employed. Capital employed comprises the sum of the Group’s total assets plus cumulative
intangible asset amortisation and impairment less current liabilities and deferred tax liabilities excluding all borrowings and lease liabilities,
retirement benefit assets, cash and acquisition related contingent consideration and contract options. It is calculated by taking the
average of the relevant opening and closing balance sheet amounts. ROCE has also been calculated on a continuing basis in line with
the presentation of continuing and discontinued operations in the GIS.
ROCE is one of the performance conditions in Glanbia’s Long-term Incentive Plan. See Remuneration Committee Report on pages 120 to
139 for more information.
Reference
2024
$m
2023
$m
Operating profit (pre-exceptional)
G 5.3
396.1
344.4
Tax on operating profit
(63.4)
(48.2)
Amortisation and impairment of intangible assets net of related tax of $13.7m (2023:
$12.7m) (pre-exceptional)
68.4
66.9
Share of results of joint ventures accounted for using the equity method (pre-exceptional)
GIS
0.1
12.5
Return – continuing operations
401.2
375.6
Loss after tax from discontinued operations
GIS
–
(3.2)
Exceptional charge – discontinued operations
GIS
–
3.2
Profit after tax from discontinued operations (pre-exceptional)
GIS
–
–
Return
401.2
375.6
Capital employed before adjustments
(a)
3,311.9
3,068.2
Adjustment for acquisitions
(b)
110.9
(23.4)
Adjustment for joint venture held for sale
(b)
–
(65.4)
Adjustment for disposal of assets held for sale
(b)
–
(9.8)
Capital employed after adjustments
3,422.8
2,969.6
Average capital employed – continuing operations
3,245.5
3,079.2
Average capital employed
3,245.5
3,079.2
Return on capital employed – continuing operations
12.4%
12.2%
Return on capital employed
12.4%
12.2%
(a) Capital employed before adjustments
Reference
2024
$m
2023
$m
Total assets
GBS
3,874.5
3,799.1
Current liabilities
GBS
(1,045.9)
(880.5)
Deferred tax liabilities
GBS
(104.6)
(137.9)
Liabilities held for sale
GBS
(8.6)
–
Less: cash and cash equivalents
GBS
(417.0)
(413.7)
Less: current financial liabilities (borrowings)
GBS
300.8
108.9
Less: short term lease liabilities
GBS
20.8
20.1
Less: retirement benefit assets
GBS
(12.0)
(8.2)
Plus: accumulated amortisation and impairment
Note 16
703.9
580.4
Capital employed before adjustments
3,311.9
3,068.2
(b) Adjustment for acquisitions, joint ventures and assets held for sale
In years where the Group makes significant acquisitions or disposals, the ROCE calculation is adjusted appropriately, to ensure the
acquisition or disposal are equally time apportioned in the numerator and the denominator. For information on acquisitions and assets
held for sale, refer to notes 34 and 33 respectively.
Glossary of non-IFRS performance measures continued
241
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
G 7. Cash flow measures
G 7.1 Operating cash flow (“OCF”)
OCF is defined as EBITDA (pre-exceptional) net of business-sustaining capital expenditure and working capital movements, excluding
exceptional cash flows.
Reconciliation of OCF to cash generated from operating activities before exceptional items:
Reference
2024
$m
2023
$m
Cash generated from operating activities before exceptional items
GSCF
531.6
491.4
Less: business-sustaining capital expenditure
G 7.4, G 12(b)
(28.7)
(22.5)
Non-cash items not adjusted in computing OCF:
– Share-based payment expense
Note 32(a)
(18.2)
(24.5)
– Difference between pension charge and cash contributions
Note 32(a)
(0.1)
2.7
– Other items
0.5
(1.2)
OCF
G 7.4
485.1
445.9
G 7.2 Free cash flow (“FCF”)
FCF is calculated as the net cash flow in the year before the following items: purchase of own shares under share buyback, strategic
capital expenditure, dividends paid to Company shareholders, loans/investments in related parties, exceptional costs paid, payment for
acquisition of subsidiaries, proceeds received on disposals. Refer to G 7.1 and G 7.4 for the reconciliation of FCF to GSCF.
G 7.3 Operating cash conversion (“OCF Conversion”)
OCF conversion is defined as OCF divided by EBITDA (pre-exceptional). OCF conversion is a measure of the Group’s ability to convert
adjusted trading profits into cash and is an important metric in the Group’s working capital management programme. The measure is a
key element of Executive Director and senior management remuneration.
G 7.4 Summary cash flow
The summary cash flow is prepared on a different basis to the GSCF and as such the reconciling items between EBITDA and net debt
movement may differ from amounts presented in the GSCF. The summary cash flow details movements in net debt while the GSCF
details movements in cash and cash equivalents. The reconciliations of various reconciling items in the summary cash flow to IFRS
information are presented separately in G 12 for a clear presentation of information.
Reference
2024
$m
2023
$m
EBITDA (pre-exceptional)
G 2
551.3
493.4
Movement in working capital (pre-exceptional)
G 12(a)
(37.5)
(25.0)
Business-sustaining capital expenditure
G 7.1, G 12(b)
(28.7)
(22.5)
Operating cash flow
G 7.1
485.1
445.9
Net interest and tax paid
G 12(c)
(65.7)
(51.8)
Payments of lease liabilities
GSCF
(23.7)
(19.9)
Dividends received from related parties
GSCF
5.0
32.0
Other inflows/(outflows)
G 12(d)
1.8
(16.4)
Free cash flow
402.5
389.8
Strategic capital expenditure
G 12(b)
(58.4)
(51.7)
Dividends paid to Company shareholders
GSCF
(104.4)
(97.2)
Loans/investment in related parties
G 12(e)
–
67.8
Purchase of own shares under share buyback
G 12(f)
(111.4)
(108.7)
Exceptional cash paid
G 12(g)
(22.7)
(13.5)
Acquisitions/disposals
G 12(h)
(297.0)
59.8
Net cash flow
(191.4)
246.3
Exchange translation
Note 25
2.4
(5.5)
Cash acquired on acquisition
Note 34
1.7
0.5
Net debt movement
(187.3)
241.3
Opening net debt
Note 25
(248.7)
(490.0)
Closing net debt
Note 25
(436.0)
(248.7)
242 Glanbia plc | Annual Report and Financial Statements 2024
G 8. Effective tax rate
The effective tax rate is defined as the pre-exceptional income tax charge divided by the profit before tax less share of results of joint
ventures.
Reference
2024
$m
2023
$m
Income tax
GIS
43.3
44.7
Exceptional tax credit
GIS
15.8
1.8
Income tax (pre-exceptional)
GIS
59.1
46.5
Profit before tax – continuing operations
GIS
208.0
392.4
Exceptional charge/(credit)
GIS
161.4
(47.8)
Profit before tax (pre-exceptional) – continuing operations
GIS
369.4
344.6
Less: share of results of joint ventures
GIS
(0.1)
(12.5)
369.3
332.1
Effective tax rate
16.0%
14.0%
G 9. Dividend payout ratio
Dividend payout ratio is defined as the US dollar equivalent annual dividend per ordinary share divided by the Adjusted EPS. US dollar
equivalent dividend is based on the actual dividend recommendation/payment in euro, retranslated to US dollar at the average
exchange rate in the year. The dividend payout ratio provides an indication of the value returned to shareholders relative to the Group’s
total earnings.
Reference
2024
2023
Adjusted EPS
G 4.2
$ 140.03c
$ 131.37c
Dividend recommended/paid per ordinary share in euro
€ 38.97c
€ 35.43c
Equivalent US dollar dividend translated at average rate for the year
$ 42.15c
$ 38.32c
Dividend payout ratio
30.1%
29.2%
G 10. Total shareholder return (“TSR”)
TSR represents the change in the capital value of a listed quoted company over a period, plus dividends reinvested, expressed as a plus
or minus percentage of the opening value. TSR was one of the performance conditions in Glanbia’s Long-term Incentive Plan.
G 11. Compound annual growth rate (“CAGR”)
The compound annual growth rate is the annual growth rate over a period of years. It is calculated on the basis that each year’s growth is
compounded.
Glossary of non-IFRS performance measures continued
243
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
G 12. Cash flow items
This section presents reconciliations of various reconciling items in the summary cash flow (G 7.4) to IFRS information.
(a) Movement in working capital
Reference
2024
$m
2023
$m
Movement in working capital
Note 32(b)
(61.3)
(47.7)
Net write down of inventories (pre-exceptional)
Note 32(a)
27.7
18.4
Non-cash movement in allowance for impairment of receivables
Note 32(a)
(0.3)
(3.8)
Non-cash movement in provisions
Note 32(a)
(2.1)
7.4
Non-cash movement on cross currency swaps
Note 32(a)
(1.5)
0.7
Movement in working capital (pre-exceptional)
G 7.4
(37.5)
(25.0)
(b) Capital expenditure
Business-sustaining capital expenditure: the Group defines business-sustaining capital expenditure as the expenditure required
to maintain/replace existing assets with a high proportion of expired useful life. This expenditure does not attract new customers or
create the capacity for a bigger business. It enables the Group to keep operating at current throughput rates but also keep pace with
regulatory and environmental changes as well as complying with new requirements from existing customers.
Strategic capital expenditure: the Group defines strategic capital expenditure as the expenditure required to facilitate growth and
generate additional returns for the Group. This is generally expansionary expenditure beyond what is necessary to maintain the Group’s
current competitive position.
Reference
2024
$m
2023
$m
Business-sustaining capital expenditure
G 7.1, G 7.4
(28.7)
(22.5)
Strategic capital expenditure
G 7.4
(58.4)
(51.7)
Total capital expenditure
(87.1)
(74.2)
Purchase of property, plant and equipment
GSCF
(54.3)
(42.0)
Purchase of intangible assets
GSCF
(32.8)
(32.2)
Total capital expenditure per GSCF
(87.1)
(74.2)
(c) Net interest and tax paid
Reference
2024
$m
2023
$m
Interest received
GSCF
6.1
10.7
Interest paid (including interest paid on lease liabilities)
GSCF
(31.3)
(22.0)
Tax paid
GSCF
(40.5)
(40.5)
Net interest and tax paid
G 7.4
(65.7)
(51.8)
(d) Other inflows/(outflows)
Reference
2024
$m
2023
$m
Share-based payment expense
Note 32(a)
18.2
24.5
Difference between pension charge and cash contributions
Note 32(a)
0.1
(2.7)
(Profit)/loss on disposal of property, plant and equipment
Note 32(a)
(0.3)
1.2
Profit on disposal of other financial assets
Note 32(a)
(0.7)
–
Loss on disposal of intangible assets
Note 32(a)
0.5
–
Purchase of own shares by Employee Share (Scheme) Trust
Note 23(d)
(18.4)
(39.4)
Proceeds from disposals/redemption of FVOCI financial assets
GSCF
2.4
–
Total other inflows/(outflows)
G 7.4
1.8
(16.4)
244 Glanbia plc | Annual Report and Financial Statements 2024
G 12. Cash flow items continued
(e) Loans/investments in related parties
Reference
2024
$m
2023
$m
Loans advanced to Leprino Foods EU Limited
GSCF
–
(3.5)
Proceeds on repayment of loans advanced to Leprino Foods EU Limited
GSCF
–
71.3
Total loans/investments in related parties
G 7.4
–
67.8
(f) Purchase of own shares
Reference
2024
$m
2023
$m
Purchase of own shares under share buyback
G 7.4
(111.4)
(108.7)
Purchase of own shares by Employee Share (Scheme) Trust
G 12(d)
(18.4)
(39.4)
Total purchase of own shares
GSCF
(129.8)
(148.1)
(g) Exceptional cash paid
Reference
2024
$m
2023
$m
Cash outflow related to exceptional items – operating activities
GSCF
(22.7)
(11.8)
Cash outflow related to exceptional items – investing activities
GSCF
–
(1.7)
Total exceptional cash paid
G 7.4
(22.7)
(13.5)
(h) Acquisitions/disposals
Reference
2024
$m
2023
$m
Payment for acquisition of subsidiaries
Note 34
(299.7)
(71.9)
Proceeds from disposal of property, plant and equipment
GSCF
2.7
–
Proceeds from disposal of Leprino Foods (exceptional)
GSCF
–
123.4
Proceeds from disposal of assets and liabilities held for sale (exceptional)
GSCF
–
8.6
Payment for acquisition of NCI
GSCF
–
(0.3)
Total acquisitions/disposals
G 7.4
(297.0)
59.8
Glossary of non-IFRS performance measures continued
245
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
Shareholder information
Stock exchange listings
The Company’s shares are listed on the main market of Euronext Dublin as well as having a listing on the Equity Shares (Commercial
Companies) category of the London Stock Exchange.
Managing your shareholding
Computershare Investor Services (Ireland) Limited (“Computershare”) maintains the Company’s register of members. Should a
shareholder have any queries in respect of their shareholding, they should contact Computershare directly using the contact details
provided below:
Contact details
Computershare Investor Services (Ireland) Limited, 3100 Lake Drive, Citywest Business Campus, Dublin 24, Ireland. Telephone number:
01 247 5349 (within Ireland), +353 1 247 5349 (outside Ireland), or by logging on to: www.investorcentre.com/ie/contactus.
2024
2023
Share price data
€
€
Share price as at financial year end
13.50
14.91
Market capitalisation as at financial year end
3,495m
3,952.2m
Share price movements during the year:
– high
19.19
16.04
– low
13.33
11.12
The current share price of Glanbia plc ordinary shares can be accessed at: https://www.glanbia.com/investors/share-price-
information/detailed-share-price.
Shareholder analysis
Geographic location*
Number of
shares held
% of total
Institutional
Ireland
163,931,203
63.3%
North America
32,894,686
12.7%
EU excluding Ireland
35,273,218
13.7%
UK
25,760,018
9.9%
Rest of world/other**
1,042,099
0.4%
*
This represents a best estimate of the number of shares held by geographic locations at 4 January 2025.
** Rest of world/other includes shareholders outside of the European Union, North America and the UK as well as shareholders below the geographical threshold.
Ireland – 63.3%
North America – 12.7%
EU excluding Ireland– 13.7%
UK – 9.9%
Rest of world/other – 0.4%
Share capital
At 4 January 2025 the authorised share capital of the Company was 350,000,000 ordinary shares at €0.06 each. The issued share
capital at 4 January 2025 was 258,901,224 (2023: 265,071,533) ordinary shares of €0.06 each, of which 29.2% was held by the Society. All
the Company’s shares are fully paid up and quoted on Euronext Dublin and the London Stock Exchange. During the year, the Company
repurchased 6,230,309 ordinary shares as part of its share buyback programme. All of the shares repurchased during the year were
cancelled during the year with the exception of 60,000 shares that did not settle until after the financial year-end. These shares were
cancelled immediately following the year-end.
Substantial shareholdings
As at 4 January 2025, Tirlán Co-operative Society Limited held 75,537,305 ordinary shares in the capital of the Company, representing
29.2% of the issued share capital of the Company.
246 Glanbia plc | Annual Report and Financial Statements 2024
Shareholder information continued
Employee share schemes
The Company operates a number of employee share schemes. At 4 January 2025, 1,343,542 ordinary shares were held in employee benefit
trusts for the purpose of the Group’s employee share schemes. While any shares in the Company are held by the Trustees, the Trustees
shall refrain from exercising any voting rights which may attach to the shares save that if the beneficial interest in any share has been
vested in any beneficiary the Trustees shall seek and comply with any direction from such beneficiary as to the exercise of voting rights
attaching to such shares.
Dividend payments direct to your bank account
An interim dividend of 15.64 €cent per share was paid in respect of ordinary shares on 4 October 2024.
Subject to shareholders’ approval, a final dividend of 23.33 €cent per share will be paid in respect of ordinary shares on 2 May 2025 to
shareholders on the register of members on 21 March 2025. All dividend payments will be made by direct credit transfer into a nominated
bank or financial institution. If a shareholder has not provided their account details prior to the payment of the dividend, a shareholder
will be sent the normal tax voucher advising a shareholder of the amount of their dividend and that the amount is being held because
their direct credit transfer instructions had not been received in time. A shareholder’s dividends will not accrue interest while they are
held. Payment will be transferred to a shareholder’s account as soon as possible on receipt of their direct credit transfer instructions.
Historically, dividends were paid in sterling to shareholders whose address, according to the Company’s share register, is in the UK (unless
they have elected otherwise). On 15 March 2021 this structure changed and a default currency of euro is applied to all new shareholders
who come on to the Company’s share register, regardless of their registered address. Where an existing shareholder holds shares in
certificated (i.e. paper) form and has previously received sterling because their registered address is in the UK or because they have
previously elected to receive sterling, they will continue to receive sterling unless they elect otherwise. All other shareholders will from
15 March 2021 automatically be paid in euro unless a sterling currency election is made (including those shareholders who hold their
shares in uncertificated (i.e. dematerialised form).
Shareholders holding their shares via the central securities depository operated by Euroclear Bank or CREST will receive dividends
electronically via such systems. To avail of these facilities, shareholders should follow the applicable rules and guidelines issued by the
operators of these systems form time to time.
Irish Dividend Withholding Tax (“DWT”) must be deducted from dividends paid by an Irish resident company, unless a shareholder is entitled
to an exemption and has submitted a properly completed exemption form to the Company’s Registrar. DWT is deducted at the standard
rate of Income Tax (25%). Non-resident shareholders located in countries with a double tax treaty with Ireland and certain Irish companies,
trusts, pension schemes, investment undertakings and charities may be entitled to claim exemption from DWT. Copies of the exemption
form may be obtained from the Company’s Registrar. Shareholders should note that DWT will be deducted from dividends in cases where
a properly completed form has not been received by the market deadline for the dividend. Individuals who are resident in Ireland for tax
purposes are not entitled to an exemption. If shares are held via Euroclear Bank or CREST, the owners of the shares will need to contact the
intermediary through whom the shares are held in order to ascertain arrangements for tax relief to be applied at source.
Electronic copies of current and past annual and half-yearly reports can be downloaded from the Glanbia website. Current and historic
share prices, news, updates and presentations may also be obtained. Shareholders may also register to receive future shareholder
communications electronically.
Shareholders may visit: https://www.glanbia.com/investors/shareholder-information for up-to-date investor information.
Electronic communications
The Transparency (Directive 2004/109/EC) Regulations 2007 recognises the growing importance of electronic communications.
The Group, therefore, provides documentation and communications to all shareholders via our website unless a shareholder has
specifically elected to receive a hard copy.
Using electronic communications enables fast receipt of documents, helps the environment by significantly reducing the amount
of paper used to communicate with shareholders and reduces associated printing, mailing and distribution costs.
Registered shareholders who hold their shares in dematerialised book-entry form (formerly certificated form) can also vote online
for the next Annual General Meeting (“AGM”) via: www.eproxyappointment.com. Holders of CREST Depository Interests (“CDIs”)
and/or participants of Euroclear Bank SA/NV (“Euroclear Bank”) system should refer to the voting arrangements with Euroclear Bank
on page 247.
247
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
Financial calendar
Announcement of 2024 Full Year Results
26 February 2025
Ex-dividend date
20 March 2025
Record date for dividend
21 March 2025
Expected latest time for return of voting instructions by CDI holders
24 April 2025
Record date for AGM
26 April 2025
Latest time for return of voting instructions by Euroclear Bank participants
28 April 2025
Latest time for return of voting instructions by registered shareholders
by post or via www.eproxyappointment.com
28 April 2025
AGM
30 April 2025
Dividend payment date
02 May 2025
AGM
The AGM will be held on 30 April 2025. The notice of meeting, together with details of the business to be conducted at the meeting will be
available 20 business days before the meeting on: www.glanbia.com/agm
The voting results for the 2025 AGM, including proxy votes and votes withheld will be available on our website shortly after the meeting at
the following address: www.glanbia.com/agm
Conditions for participating in a meeting
Every shareholder, irrespective of how many Glanbia plc shares they hold, has the right to attend, speak, ask questions and vote at the
AGM. Completion of a proxy form will not affect a shareholder’s right to attend, speak, ask questions and vote at the meeting in person.
The quorum for a general meeting of the Company is constituted by two persons entitled to vote upon the business of the meeting, each
being a shareholder or a proxy or corporate representative for a shareholder.
The right to participate in the AGM is subject to the registration of the shares prior to the date of the meeting (the record date). For the
2025 AGM the record date is to be determined in accordance with sections 1087G and 1105 of the Companies Act 2014.
Appointment of proxy
Where a shareholder is unable to attend the AGM in person, a proxy (or proxies) may be appointed to attend, speak, ask questions
and vote on their behalf. For this purpose a form of proxy is posted to all shareholders. Copies of these documents may be requested
by telephoning the Company’s Registrar on 01 247 5349 (within Ireland), 00353 1 247 5349 (outside Ireland), or by logging on to www.
investorcentre.com/ie/contactus or by writing to the Group Secretary and Head of Investor Relations at Glanbia plc, Glanbia House,
Kilkenny, Ireland.
Alternatively, a shareholder may appoint a proxy electronically, by visiting: www.eproxyappointment.com and submitting their proxy
details. They will be asked to enter the Control Number, the Shareholder Reference Number (“SRN”) and PIN and agree to certain terms
and conditions. The Control Number, the SRN and the PIN can be found on the top of the form of proxy.
How to exercise shareholders’ rights
Shareholders have several ways to exercise their right to vote at the AGM:
• by attending the AGM in person;
• by submitting a validly completed proxy form appointing the chair of the meeting or another person as a proxy to vote on their behalf;
• by visiting www.eproxyappointment.com and submitting their proxy details;
• via the Broadridge global proxy voting service if you hold CDIs via CREST;
• EB Participants may send electronic voting instructions to Euroclear Bank via SWIFT or to EasyWay Corporate Actions; or
• EB Participants may send a proxy voting instruction to Euroclear Bank to appoint a third party (i.e. other than Euroclear Nominees
Limited or the chairman of the meeting) to attend and vote at the AGM.
In the case of joint holders, the vote of the senior holder who tenders a vote, whether in person or by proxy, will be accepted to the
exclusion of the votes of the other registered holder(s) and, for this purpose, seniority will be determined by the order in which the names
stand in the register of members.
The passing of resolutions at a meeting of the Company, other than special resolutions, requires a simple majority. To be passed, a
special resolution requires at least 75% of the votes cast to be in favour of the resolution.
Voting Arrangements with Euroclear Bank
If you hold your interests in the Company’s ordinary shares through a participant account in the Euroclear Bank System you can either send:
• electronic voting instructions to Euroclear Bank via SWIFT or to EasyWay Corporate Actions; or
• a proxy voting instruction to Euroclear Bank to appoint a third party (other than Euroclear Nominees or the chair of the AGM) to
attend and vote at the AGM;
If you hold your interests in the Company’s ordinary shares as CDIs through CREST you can either send:
• electronic voting instructions to Euroclear Bank via Broadridge Financial Solutions Limited (“Broadridge”); or
• appoint a proxy via the Broadridge Global Proxy Voting service.
Persons who hold their interests in the Company’s ordinary shares as Belgian law rights through the Euroclear Bank System or as CDIs
should consult with their stockbroker or other intermediary at the earliest opportunity for further information on the processes and
timelines for submitting proxies and voting instructions for the AGM through the respective systems. For voting services offered by
custodians holding Irish corporate securities directly with Euroclear Bank, please contact your custodian.
248 Glanbia plc | Annual Report and Financial Statements 2024
Tabling agenda items
A shareholder, or a group of shareholders acting together, who hold at least 3% of the issued share capital of the Company, has the
right to put an item on the agenda of the AGM. In order to exercise this right, written details of the item to be included on the 2025 AGM
agenda together with a written explanation why the item is to be included on the agenda and evidence of the shareholding must be
received by the Group Secretary at Glanbia plc, Glanbia House, Kilkenny, Ireland or by email to groupsecretary@glanbia.com no later
than 19 March 2025 (i.e. 42 days before the AGM).
An item cannot be included on the AGM agenda unless it is accompanied by the written explanation and received at either of these
addresses by this deadline.
Tabling draft resolutions
A shareholder, or a group of shareholders acting together, who hold at least 3% of the issued share capital of the Company, has the right
to table a draft resolution for inclusion on the agenda of the 2025 AGM subject to any contrary provision in company law.
In order to exercise this right, the text of the draft resolution and evidence of shareholding must be received no later than 19 March 2025
(i.e. 42 days before the AGM) by post to the Group Secretary and Head of Investor Relations at Glanbia plc, Glanbia House, Kilkenny,
Ireland or by email to groupsecretary@glanbia.com. A resolution cannot be included on the 2025 AGM agenda unless it is received at
either of these addresses by this deadline. Furthermore, shareholders are reminded that there are provisions in company law which
impose other conditions on the right of shareholders to propose resolutions at the general meeting of a company.
How to ask a question before or at the meeting
The AGM is an opportunity for shareholders to put a question to the Group Chairman during the question and answer session. Before the
2025 AGM, a shareholder may also submit a question in writing by sending a letter and evidence of shareholding at least four business
days before the 2025 AGM (i.e. 24 April 2025) to the Group Secretary and Head of Investor Relations, Glanbia plc, Glanbia House,
Kilkenny, Ireland or by email to groupsecretary@glanbia.com.
Dividend rights
The Company may, by ordinary resolution, declare dividends in accordance with the respective rights of shareholders, but no dividend
shall exceed the amount recommended by the Directors. The Directors may also declare and pay interim dividends if it appears to them
that the interim dividends are justified by the profits of the Company available for distribution.
Distribution on winding up
If the Company shall be wound up and the assets available for distribution among shareholders shall be insufficient to repay the whole
of the paid up or credited as paid up share capital, such assets shall be distributed so that, as nearly as may be, the losses shall be borne
by shareholders in proportion to the capital paid up or credited as paid up at the commencement of the winding up on the shares held
by them respectively. Further if, in a winding up, the assets available for distribution among shareholders shall be more than sufficient
to repay the whole of the share capital paid up or credited as paid up at the commencement of the winding up, the excess shall be
distributed among shareholders in proportion to the capital at the commencement of the winding up paid up or credited as paid up on
the said shares held by them respectively.
Dematerialisation
Effective 1 January 2025, all securities in Irish issuers which are admitted to trading or traded on trading venues in the European
Economic Area have transitioned to a dematerialised format. This means that all shares and securities will now exist only in
electronic form, eliminating the need for paper share certificates to evidence share ownership. Further information is available at
www.glanbia.com/dematerialisation.
Shareholder information continued
249
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
Contacts
Group Secretary and Registered Office
Group Secretary and Head of Investor Relations
Glanbia plc
Glanbia House
Kilkenny
R95 E866
Ireland
Stockbrokers
J&E Davy
49 Dawson Street
Dublin 2
Ireland
Morgan Stanley & Co International plc
20 Bank Street
Canary Wharf
Floor 08
London
E14 4AD
United Kingdom
Barclays Bank plc
1 Churchill Place
Canary Wharf
London
E14 5HP
United Kingdom
Auditor
Deloitte Ireland LLP
Deloitte & Touche House
Earlsfort Terrace
Dublin 2
Ireland
Solicitors
Arthur Cox LLP
10 Earlsfort Terrace
Dublin 2
Ireland
Pinsent Masons
3 Colmore Circus
Birmingham
B4 6BH
United Kingdom
Principal Bankers
Allied Irish Banks, p.l.c.
The Governor and Company of the Bank of Ireland
Barclays Bank Ireland PLC
Danske Bank A/S, Irish Branch
Coöperatieve Rabobank U.A.
Citibank N.A., London Branch
BNP Paribas S.A, Dublin Branch
HSBC Continental Europe
Registrar
Computershare Investor Services (Ireland) Limited
3100 Lake Drive
Citywest Business Campus
Dublin 24
Ireland
250 Glanbia plc | Annual Report and Financial Statements 2024
Notes
251
Glanbia plc | Annual Report and Financial Statements 2024
Directors’ Report
Financial Statements
Other Information
Strategic Report
Notes
252 Glanbia plc | Annual Report and Financial Statements 2024
Notes
GLANBIA PLC
Glanbia House
Kilkenny
R95 E866
Ireland
Tel: +353 56 777 2200
Email: ir@glanbia.ie
WWW.GLANBIA.COM