greencore.com G r e e n c o r e G r o u p p l c A n n u a l R e p o r t a n d A c c o u n t s 2 0 1 0 Bringing Convenience to Greencore Group plc No. 2 Northwood Avenue Northwood Business Park Santry Dublin 9 Tel: +353 1 605 1000 Fax: +353 1 605 1099 Annual Report and Accounts 2010 Welcome About Greencore Greencore Group plc is a leading convenience food business with an annual turnover in excess of €850m. It has manufacturing facilities in the United Kingdom and in the United States and employs over 7,400 people. Greencore Vision Our vision is to be a leading international food company delivering convenient, premium-quality meal and snack solutions to retailers and foodservice providers at prices the majority of today’s consumers can afford every day. greencore.com G r e e n c o r e G r o u p p l c A n n u a l R e p o r t a n d A c c o u n t s 2 0 1 0 Bringing Convenience to Greencore Group plc No. 2 Northwood Avenue Northwood Business Park Santry Dublin 9 Tel: +353 1 605 1000 Fax: +353 1 605 1099 Annual Report and Accounts 2010 Welcome About Greencore Greencore Group plc is a leading convenience food business with an annual turnover in excess of €850m. It has manufacturing facilities in the United Kingdom and in the United States and employs over 7,400 people. Greencore Vision Our vision is to be a leading international food company delivering convenient, premium-quality meal and snack solutions to retailers and foodservice providers at prices the majority of today’s consumers can afford every day. Highlights Financial • • • • • • 1 of ¤856.0m, an increase of 6.9%. 2 from continuing operations1 of ¤59.7m, an increase of 17.6%. 2 from continuing operations1 of 7.0%, an increase of 63bps. Group sales from continuing operations Group operating profit Group operating margin A 31.8% reduction, year on year, in Group net debt to ¤193.4m from ¤283.5m at the end of FY09. Final dividend of 4.5 cent per share (FY09: 4.5 cent) resulting in a total dividend for the year of 7.5 cent per share (FY09: 7.5 cent per share). Adjusted EPS 3 of 16.7 cent compared to 17.4 cent in FY09. Strong performance in Convenience Foods division 1 of ¤784.5m ahead of FY09 by 10.7%. 2 in continuing businesses1 increased by 21.1% to ¤54.1m. 2 by 60 bps to 6.9% in continuing businesses1. 1 growth, operating profit1,2 growth and margin1,2 expansion. • • • • Sales in continuing businesses Operating profit Improvement in operating margin A year of excellent sales - - Benefit of lower UK manufacturing capacity. - - Growth in US sales by 18%. Further delivery on the Group’s lean and operating efficiency programmes. Supportive consumer trends of increased ‘at home’ and ‘on the go’ food consumption. Portfolio change and other business highlights • • Following three strategic disposals for an aggregate total consideration of ¤142.3m emerged at the end of FY10 as a leaner, more focused convenience foods group with two key geographies, the UK and the US. - Malt disposal completed on 26 March 2010. - Water business disposal completed on 26 March 2010. - Continental European convenience food business disposal completed on 20 August 2010. Remaining Ingredients & Property activity trading satisfactorily and representing less than 10% of Group sales and operating profit post the disposal of Malt. 4 the Group 1 2 3 4 Continuing operations comparisons exclude disposed activities (Malt in the Ingredients & Property division and Water and the Continental businesses in the Convenience Foods division). Before exceptional items and acquisition related amortisation. Before exceptional items, pension finance items, acquisition related amortisation, FX on inter-company and certain external loan balances and the movement in the fair value of all derivative financial instruments and related debt adjustments. Including deferred amounts and portion of pension liabilities transferred. 856.0 800.9 Revenue 1 ¤m 2010 2009 +6.9% Revenue 1 by division 92% Convenience Foods 8% Ingredients & Property Operating profit 1,2 ¤m 2010 2009 59.7 50.8 +17.6% Operating profit 1,2 by division 91% Convenience Foods 9% Ingredients & Property Adjusted EPS 3 (cents) 2010 2009 16.7 17.4 –4.0% Group Revenue: ¤856m Convenience Food Revenue: ¤785m Ingredients & Property Revenue: ¤71m Employees: 7,444 Our Past 2000: • Acquisition of Roberts Group Ltd. (frozen savouries and desserts) 2001: • Acquisition of Hazlewood Foods plc 2002: • Disposal of non-core Hazlewood businesses 2004: • Consolidation of Chilled Foods and Ambient & Frozen Foods divisions to become Greencore Convenience Foods 2006: • Last sugar site at Mallow closed • Acquisition of Oldfields sandwich facility in Bow 2007: • Acquisition of Sushi San, sushi manufacturer in Crosby • Acquisition of the leading foodservice desserts manufacturer Ministry of Cake • Acquisition of Ross’s ambient grocery brand 2008: • Greencore enter US market with acquisition of Home Made Brand Foods in Boston 2009: • Disposal of Drummonds • Greencore’s second US facility opened in Cincinnati Our Present 2010: • Disposal of Greencore Malt, Water and Continental Our US Locations Shareholder and Other Information Greencore Group plc is an Irish registered company. Its ordinary shares are quoted on the Irish Stock Exchange and the London Stock Exchange. Greencore has a level 1 American Depositary Receipts (ADR) programme for which the Bank of New York acts as depositary (Symbol: GNCGY). Each ADR share represents four Greencore ordinary shares. Shareholding Statistics as at 7 December 2010 Number of holders % Number 5,598 3,954 721 351 150 41 25 55 51.4 36.3 6.6 3.2 1.4 0.4 0.2 0.5 Ordinary shares Number 2,079,469 8,896,655 5,098,974 5,390,808 7,309,429 6,591,192 9,119,862 163,270,468 % 1.0 4.2 2.5 2.6 3.5 3.2 4.4 78.6 10,895 100.0 207,756,857 100.0 Stockbrokers Goodbody Stockbrokers Ballsbridge Business Park Ballsbridge Dublin 4 Investec Securities 2 Gresham Street London EC2V 7QP UK American Depositary Receipts The Bank of New York 101 Barclay Street 22nd Floor – West New York NY 10286 USA Website www.greencore.com Range of shares held 0 – 1,000 1,001 – 5,000 5,001 – 10,000 10,001 – 25,000 25,001 – 100,000 100,001 – 250,000 250,001 – 500,000 Over 500,000 Financial Calendar Record date for 2010 final dividend Annual General Meeting Payment date for 2010 final dividend Half yearly financial report Financial year end Interim Management Statement Interim dividend payment Preliminary announcement of results 3 December 2010 31 January 2011 1 April 2011 May 2011 30 September 2011 August 2011 October 2011 November 2011 Advisors and Registered Office Company Secretary Conor O’Leary ACIS Registered Office No. 2 Northwood Avenue Northwood Business Park Santry Dublin 9 Auditor KPMG 1 Stokes Place St Stephen’s Green Dublin 2 Registrar and Transfer Office Computershare Investor Services (Ireland) Limited Heron House, Corrig Road Sandyford Industrial Estate Dublin 18 Solicitors Arthur Cox Earlsfort Centre Earlsfort Terrace Dublin 2 Slaughter and May One Bunhill Row London EC1Y 8YY UK Eversheds Bridgewater Place Water Lane Leeds LS11 5DR UK You can also view this report online at http://ar2010.greencore.com/ Highlights Financial • • • • • • 1 of ¤856.0m, an increase of 6.9%. 2 from continuing operations1 of ¤59.7m, an increase of 17.6%. 2 from continuing operations1 of 7.0%, an increase of 63bps. Group sales from continuing operations Group operating profit Group operating margin A 31.8% reduction, year on year, in Group net debt to ¤193.4m from ¤283.5m at the end of FY09. Final dividend of 4.5 cent per share (FY09: 4.5 cent) resulting in a total dividend for the year of 7.5 cent per share (FY09: 7.5 cent per share). Adjusted EPS 3 of 16.7 cent compared to 17.4 cent in FY09. Strong performance in Convenience Foods division 1 of ¤784.5m ahead of FY09 by 10.7%. 2 in continuing businesses1 increased by 21.1% to ¤54.1m. 2 by 60 bps to 6.9% in continuing businesses1. 1 growth, operating profit1,2 growth and margin1,2 expansion. • • • • Sales in continuing businesses Operating profit Improvement in operating margin A year of excellent sales - - Benefit of lower UK manufacturing capacity. - - Growth in US sales by 18%. Further delivery on the Group’s lean and operating efficiency programmes. Supportive consumer trends of increased ‘at home’ and ‘on the go’ food consumption. Portfolio change and other business highlights • • Following three strategic disposals for an aggregate total consideration of ¤142.3m emerged at the end of FY10 as a leaner, more focused convenience foods group with two key geographies, the UK and the US. - Malt disposal completed on 26 March 2010. - Water business disposal completed on 26 March 2010. - Continental European convenience food business disposal completed on 20 August 2010. Remaining Ingredients & Property activity trading satisfactorily and representing less than 10% of Group sales and operating profit post the disposal of Malt. 4 the Group 1 2 3 4 Continuing operations comparisons exclude disposed activities (Malt in the Ingredients & Property division and Water and the Continental businesses in the Convenience Foods division). Before exceptional items and acquisition related amortisation. Before exceptional items, pension finance items, acquisition related amortisation, FX on inter-company and certain external loan balances and the movement in the fair value of all derivative financial instruments and related debt adjustments. Including deferred amounts and portion of pension liabilities transferred. 856.0 800.9 Revenue 1 ¤m 2010 2009 +6.9% Revenue 1 by division 92% Convenience Foods 8% Ingredients & Property Operating profit 1,2 ¤m 2010 2009 59.7 50.8 +17.6% Operating profit 1,2 by division 91% Convenience Foods 9% Ingredients & Property Adjusted EPS 3 (cents) 2010 2009 16.7 17.4 –4.0% Group Revenue: ¤856m Convenience Food Revenue: ¤785m Ingredients & Property Revenue: ¤71m Employees: 7,444 Our Past 2000: • Acquisition of Roberts Group Ltd. (frozen savouries and desserts) 2001: • Acquisition of Hazlewood Foods plc 2002: • Disposal of non-core Hazlewood businesses 2004: • Consolidation of Chilled Foods and Ambient & Frozen Foods divisions to become Greencore Convenience Foods 2006: • Last sugar site at Mallow closed • Acquisition of Oldfields sandwich facility in Bow 2007: • Acquisition of Sushi San, sushi manufacturer in Crosby • Acquisition of the leading foodservice desserts manufacturer Ministry of Cake • Acquisition of Ross’s ambient grocery brand 2008: • Greencore enter US market with acquisition of Home Made Brand Foods in Boston 2009: • Disposal of Drummonds • Greencore’s second US facility opened in Cincinnati Our Present 2010: • Disposal of Greencore Malt, Water and Continental Our US Locations Shareholder and Other Information Greencore Group plc is an Irish registered company. Its ordinary shares are quoted on the Irish Stock Exchange and the London Stock Exchange. Greencore has a level 1 American Depositary Receipts (ADR) programme for which the Bank of New York acts as depositary (Symbol: GNCGY). Each ADR share represents four Greencore ordinary shares. Shareholding Statistics as at 7 December 2010 Number of holders % Number 5,598 3,954 721 351 150 41 25 55 51.4 36.3 6.6 3.2 1.4 0.4 0.2 0.5 Ordinary shares Number 2,079,469 8,896,655 5,098,974 5,390,808 7,309,429 6,591,192 9,119,862 163,270,468 % 1.0 4.2 2.5 2.6 3.5 3.2 4.4 78.6 10,895 100.0 207,756,857 100.0 Stockbrokers Goodbody Stockbrokers Ballsbridge Business Park Ballsbridge Dublin 4 Investec Securities 2 Gresham Street London EC2V 7QP UK American Depositary Receipts The Bank of New York 101 Barclay Street 22nd Floor – West New York NY 10286 USA Website www.greencore.com Range of shares held 0 – 1,000 1,001 – 5,000 5,001 – 10,000 10,001 – 25,000 25,001 – 100,000 100,001 – 250,000 250,001 – 500,000 Over 500,000 Financial Calendar Record date for 2010 final dividend Annual General Meeting Payment date for 2010 final dividend Half yearly financial report Financial year end Interim Management Statement Interim dividend payment Preliminary announcement of results 3 December 2010 31 January 2011 1 April 2011 May 2011 30 September 2011 August 2011 October 2011 November 2011 Advisors and Registered Office Company Secretary Conor O’Leary ACIS Registered Office No. 2 Northwood Avenue Northwood Business Park Santry Dublin 9 Auditor KPMG 1 Stokes Place St Stephen’s Green Dublin 2 Registrar and Transfer Office Computershare Investor Services (Ireland) Limited Heron House, Corrig Road Sandyford Industrial Estate Dublin 18 Solicitors Arthur Cox Earlsfort Centre Earlsfort Terrace Dublin 2 Slaughter and May One Bunhill Row London EC1Y 8YY UK Eversheds Bridgewater Place Water Lane Leeds LS11 5DR UK You can also view this report online at http://ar2010.greencore.com/ Greencore Group plc Annual Report and Accounts 2010 1 Our UK & Ireland Locations Contents Overview Highlights Greencore at a Glance Chairman’s Statement IFC 2 4 O v e r v i e w Business Review Chief Executive’s Review Strategy Key Performance Indicators Divisional Review – Convenience Foods Divisional Review – Ingredients & Property Financial Review Principal Risks and Uncertainties Corporate Responsibility Review Board of Directors Corporate Governance Directors’ Report Corporate Governance Report Report on Directors’ Remuneration Statement of Directors’ Responsibilities 8 9 11 14 17 20 24 26 32 34 37 40 46 Key Convenience Foods Ingredients & Property Office Locations Group Fast Facts • • • A leading international producer of convenience food with operations in the UK and the US. Strong market positions in the UK convenience food market across sandwiches, chilled prepared meals, chilled sauces and soups, ambient sauces and pickles, cakes and desserts and Yorkshire puddings. Extending presence outside the UK with an emerging convenience foods business in the US. Financial Statements Independent Auditor’s Report Group Statement of Accounting Policies Group Income Statement Group Statement of Recognised Income and Expense Group Balance Sheet Group Cash Flow Statement Group Statement of Changes in Equity Notes to the Group Financial Statements Company Statement of Accounting Policies Company Balance Sheet Notes to the Company Financial Statements Shareholder and Other Information 48 50 61 62 63 64 65 67 108 110 111 IBC B u s i n e s s R e v i e w C o r p o r a t e G o v e r n a n c e F i n a n c i a l S t a t e m e n t s 2 Greencore Group plc Annual Report and Accounts 2010 At a Glance Convenience Foods division Food to Go Prepared Meals Chilled Sauces and Soups Grocery One of the UK’s leading sandwich manufacturers, also producing prepared salads and sushi, with four state-of-the-art facilities and a UK direct to store van distribution service. A major manufacturer of chilled prepared meals and a leading producer of quiche and savoury flans in the UK, with three well invested facilities. A leading supplier of chilled sauces and soups. Our facility at Bristol provides both own label and branded products for retailers across the UK. One of the UK’s leading manufacturers of ambient grocery products, producing a wide range of both branded and customer own-brand sauces, pickles, dressings and condiments. Frozen Foods Cakes and Desserts Foodservice One of the UK’s leading suppliers of frozen Yorkshire puddings, Toad in the Hole and filled Yorkshire puddings, under both brand and customer own label. A major producer of celebration cakes and a leading supplier of Christmas cakes, operating from one of Europe’s leading cakes and desserts facilities. Through the Ministry of Cake facility in Taunton, Greencore is a leading supplier of frozen desserts to the UK foodservice industry. Greencore Group plc Annual Report and Accounts 2010 3 Greencore “the ingredients” Food to Go Prepared Meals Chilled Sauces & Soups Grocery Frozen Foods Foodservice Cakes & Desserts North America The Convenience Foods division... provides a wide range of chilled, frozen and ambient foods to major retail and foodservice customers in the UK, the US, and Ireland. O v e r v i e w B u s i n e s s R e v i e w C o r p o r a t e G o v e r n a n c e F i n a n c i a l S t a t e m e n t s North America With two facilities in the US, Greencore manufactures and supplies a range of branded and customer own-brand chilled convenience foods, including sandwiches, entrees, quiche and salads. Edible Oils A leading Irish trader and distributor of vegetable oils and fats to the food manufacturing and associated sectors. Molasses An importer and distributor of cane and beet molasses for animal feed and industrial use. Property A specialist team set up to maximise the value of the Group’s surplus property assets. y t r e p o r P & s t n e i d e r g n I 4 Greencore Group plc Annual Report and Accounts 2010 Chairman’s Statement Ned Sullivan “ The Group delivered a good performance overall with an adjusted EPS3 of 16.7 cent compared to 17.4 cent in FY09 with the initially dilutive impact of the disposal of Malt substantially offset by strong growth in convenience foods earnings.” Dividend per share: 7.5c Increase in Group operating profit 1,2: 17.6% 1 Continuing operations comparisons exclude disposed activities (Malt in the Ingredients & Property division and Water and the Continental businesses in the Convenience Foods division). 2 Before exceptional items and acquisition related amortisation. 3 Before exceptional items, pension finance items, acquisition related amortisation, FX on inter-company and certain external loan balances and the movement in the fair value of all derivative financial instruments and related debt adjustments. Including deferred amounts and portion of pension liabilities transferred. 4 5 Before disposal related costs and working capital adjustments. Summary of Performance The Group delivered a good performance overall with an adjusted EPS3 of 16.7 cent compared to 17.4 cent in FY09 with the initially dilutive impact of the disposal of Malt substantially offset by strong growth in convenience foods earnings. A key highlight of the year was the successful disposal programme with the Group’s Malt, Water and Continental convenience food businesses disposed of for an aggregate total consideration of ¤142.3m4, including cash received on completion of ¤129.4m5, with an aggregate surplus on disposal of ¤2.3m. Convenience Foods trading was very strong in the year with operating profit2 from continuing operations1 21.1% ahead of FY09. The Group exited FY10 as a focused, strong performing convenience foods business with 31.8% less net debt than at the end of September 2009. Net debt was ¤193.4m on 24 September 2010 compared to ¤283.5m at the end of the previous financial year. The Convenience Foods division had a very strong year benefiting from overall market growth, positive consumer trends with a sustained trend of the consumer eating more food at home, with a switch from dining out, and a tighter capacity environment in the UK. Focused announce that Eric Nicoli had been co-opted to the Board as a Non-Executive Director. Also, in May 2010 Caroline Bergin resigned as Group Company Secretary to take up an opportunity outside the Group and Conor O’Leary was appointed to replace her as Group Company Secretary. On behalf of the Board I would like to thank Caroline for her outstanding service to the Group over nineteen years and our best wishes for her future career. I also wish Conor every success in his new role. On 3 December 2010 Tony Hynes retired from the Board. Tony has been an outstanding contributor to Greencore and to the Board since his appointment in 2001 during a period of significant change in our company, our markets, our portfolio and our leadership team. I would like to thank Tony sincerely for his valued input, dedication and expertise, which have contributed greatly to the development of the Group. The board wishes Tony well for the future. Later this month, Geoff Doherty will step down from our Board as he moves on to take up the position of Chief Financial Officer at Kingspan plc. Geoff has made an enormous contribution to Greencore as Group Financial Controller, Group Development Director and latterly as Group Chief Financial Officer. He is a special talent and I would like to both thank him for his impact and wish him well in his future career. Dividend and Outlook The Board of Directors is recommending a final dividend of 4.5 cent per share (FY09 final dividend of 4.5 cent per share) bringing the total dividend for the year to 7.5 cent. Divisional sales from continuing operations1 of ¤784.5m were 10.7% ahead of the prior year with most category businesses experiencing a strong growth in volume year on year. Operating profit2 from continuing operations1 of ¤54.1m increased by 21.1%. The operating margin2 from continuing operations1 increased by 60 basis points to 6.9% when compared with FY09, reflecting the benefits of volume growth, operating efficiency measures and productivity growth in the period. A key highlight of the performance during the year was the resurgence in chilled ready meals with the Group’s sales growing by 22% due to growth with existing customers as well as the addition of a significant new ready meal customer during the year. The Ingredients & Property division, which now represents less than 10% of Group activity, had a solid performance in the year in a challenging trading environment in which the division recorded an operating margin1,2 of 7.8%. A Strategy in Action The financial year under review was a year of significant progress in the Group’s execution of its strategy as a focused convenience foods group. A strong operating performance was delivered with excellent growth recorded in sales, margin and profitability. As well as this, the business disposals during the year made compelling sense both financially and strategically and have ideally placed the Group for the next stage of its development in convenience foods. Changes to Board of Directors and Group Company Secretary In February 2010, Gerald Corbett retired from the Board. Gerald’s wise counsel was hugely valued by the Board during a period of over five years as a Non-Executive Director in a time of significant change for the Group. The Board would like to thank Gerald for his enormous contribution to its deliberations during that period. In May 2010, we were delighted to Greencore Group plc Annual Report and Accounts 2010 5 Trading in the early part of FY11 is encouraging albeit sales growth is at more modest levels than that recorded during FY10. We continue to experience buoyant demand for our convenience food offerings across our category businesses. Ingredient inflation is more pronounced now than it was a year ago although it is currently at levels at which we are maintaining our portfolio margin with good traction to date on attaining selling price increases. The Group’s bank interest expense is expected to be significantly lower in FY11 reflecting the full year impact associated with the Group’s FY10 disposals and the related debt restructuring initiatives. The Group made enormous progress in FY10 in sharpening its portfolio focus with the disposals of Malt, Water and the Continental convenience foods business. The Group entered the new financial year as a growing, high performing convenience foods group. The proposed merger of Greencore and Northern Foods plc, as announced and recommended by both Boards on 17 November 2010, represents an unrivalled opportunity for both groups to create a scale food business with a strong team, well invested manufacturing facilities, an excellent portfolio of private label and branded food activities and a strategy to create significant shareholder value over the coming years. Ned Sullivan Chairman 9 December 2010 O v e r v i e w B u s i n e s s R e v i e w C o r p o r a t e G o v e r n a n c e F i n a n c i a l S t a t e m e n t s 6 Greencore Group plc Annual Report and Accounts 2010 Development Learning Quality The Group has a Learning and Development Strategy, which maps out initiatives that support the development of our people at all levels. The key elements of the strategy are: •• •our performance management PRIDE: programme, that sets personal development plans and maps delivery against Greencore values as well as personal and business objectives. •• •• Lean Greencore Leadership Academy: a Group-wide programme that provides a holistic approach to building food manufacturing capability in our people through recognised lean manufacturing tools and world-class standards. •• •• Emerging Leaders Programme: • a programme which identifies future senior leaders within the business, providing necessary training and development over an eighteen to twenty-four month period. •• New starter induction and training: an induction programme for all new starters ensuring that they have the right qualifications and food hygiene training required to do their job and to maximise their potential. Greencore Group plc Annual Report and Accounts 2010 7 O v e r v i e w B u s i n e s s R e v i e w C o r p o r a t e G o v e r n a n c e F i n a n c i a l S t a t e m e n t s 8 Greencore Group plc Annual Report and Accounts 2010 Chief Executive’s Review Patrick Coveney Introduction Our Consumer I am pleased to report to you on a year of significant progress for Greencore, a year in which a strong trading performance was delivered together with a step change in the progression of the Group’s development agenda. Trading conditions during the year were broadly positive with consumers adjusting to, and settling down in, a new set of economic conditions together with a reasonably benign raw material pricing environment for much of the year. The progress made in FY10, and the factors which will drive our business in FY11 and beyond, reflect the combination of our strategy, our portfolio, our people, our well invested facilities and, importantly, lining these up to deliver our targeted returns on capital. Our Strategy Our strategy is a simple one – to win in convenience foods. The performance in FY10 highlights, whilst there is plenty more to do, that our business is winning in its key categories. Winning in this context means growing and underpinning our leading market positions by making excellent food for a margin which gives us an appropriate return on capital. Our customers consistently recognise this and an example I am proud to highlight is our ambient cooking sauces category recently winning ‘The Grocer Own Label Supplier of the Year Award’ in the ambient meal category. This example reflects the ‘good food’ passion evident in every part of our business within our overall strategy of winning in convenience foods. Following the consumer recovery which was first evident in the second half of FY09, FY10 was a year in which consumer behaviour strongly underpinned demand for our portfolio offering. More importantly, there is strong evidence that many of the lifestyle changes and food consumption patterns seen in the last eighteen months are now embedded with consumers adjusting to a new economic environment. In particular, the macro trends of increased consumption of food on the go, as well as at home, strongly support demand for our food offering. Our task daily is to supply our customers and consumers with an innovative, quality food proposition at a price they can afford to pay. The sales growth1 of 10.7% we recorded in FY10 in convenience foods, significantly ahead of market growth of 7.5% in the same period, is testament to the performance of our business in meeting the needs of our customers and consumers. We do not take anything for granted on this agenda with our markets constantly changing and our need to be immediately responsive to changes in tastes and preferences. We continually work with our customers to pre-empt these trends. In our key UK and US markets we believe the consumer environment, currently and for as far out as we can reasonably see, is positive for our portfolio and our job is to ensure that we continue to innovate and deliver a food proposition that consumers will buy week in week out. Our Portfolio “ I am pleased to report to you on a year of significant progress for Greencore, a year in which a strong trading performance was delivered together with a step change in the progression of the Group’s development agenda.” 1 Continuing operations comparisons exclude disposed activities (Malt in the Ingredients & Property division and Water and the Continental businesses in the Convenience Foods division). 2 Before exceptional items and acquisition related amortisation. The breadth of our portfolio is such that we can supply almost any meal proposition for any part of the day. Greencore’s portfolio stretches across sandwiches, salads, sushi, chilled ready meals, quiche, Yorkshire Pudding, ambient cooking sauces and a range of cakes and desserts. This portfolio delivered 10.7% sales growth1 and 21% operating profit growth1,2 in FY10. This breadth and balance enables us to offer an overall food solution as opposed to being ‘just a sandwich’ or ‘just a meals’ business whilst affording us significant benefits due to broader scale. Invariably, as with any portfolio in a given year some businesses will do better than others and our portfolio breadth helps us capture overall market growth in convenience food consumption. Strategy Greencore Group plc Annual Report and Accounts 2010 9 Goal To win in Convenience Foods UK To lead in UK Convenience Foods US To lead in selected regions of US Convenience Foods • Strategy in the UK. Our plans are to: • Drive value from our existing well invested assets and demonstrated capability. Get closer still to our consumers and customers to anticipate and fully meet their category needs. Enhance the robustness and depth of our teams a cross all functions and businesses. Create an organisation that believes in itself, takes pride in what it does, is agile and responsive to market changes and is positioned for future growth. Remember that we are a food company – we must champion great food! • • • Strategy in the US. Our plans are to: • • • • Take the time to really understand the market and build enduring relationships with our consumers, customers, regulators, suppliers and colleagues. Embed a leadership team and operating model that has the ambition, capability and headroom to develop and operate, in time, a scale business. Continue to hit the demanding operational and commercial milestones that we have in place. Put in place the right development plan – one that gives us the asset footprint we need, maintains momentum and delivers for shareholders in the long-term. Culture Underpinning everything is the imperative to strengthen our culture, our organisation and our capability. ‘People matter’ in every industry, but perhaps most of all in food. Today we have pockets of excellence in particular functional areas but there is much more to do and we are ‘on the case’. Greencore “the recipe for success” O v e r v i e w B u s i n e s s R e v i e w C o r p o r a t e G o v e r n a n c e F i n a n c i a l S t a t e m e n t s 10 Greencore Group plc Annual Report and Accounts 2010 Chief Executive’s Review (continued) Our People The industry that we are in, whilst simple in many ways, is enormously complex in others. In some of our category businesses we assemble raw ingredients into a finished food proposition for consumption within forty eight hours of manufacture. We have to ‘get it right’ at every critical step along the way from sourcing and supply chain to safe manufacture, logistics and customer relationship management. The fact that we do this consistently is testament to the quality of the people we have in Greencore. We invest in our people at every level of the business with training initiatives such as our ‘Lean Academy’ and ‘Emerging Leaders Programme (ELP)’ among the many programmes successfully operating in Greencore. Underpinning all of this is the imperative to strengthen our culture, our organisation and our capability. ‘People matter’ in every industry, but perhaps most of all in food. Today we have pockets of excellence in particular functional areas but there is much more to do on this agenda and we are actively on the case. Our Well Invested Facilities Manufacturing is a core and key competence at Greencore. We strive to obtain competitive advantage through having the lowest per unit manufacturing cost in our key manufacturing sites. To this end scale matters and, by way of example, our Manton Wood manufacturing facility is the largest fresh sandwich facility globally and our Selby facility is the largest cooking sauce facility in Europe. This scale enables us to invest in the best people, technology and processes to produce great food and continually offer optimal per unit costs to our customers. Our Profitability and Returns on Capital I am pleased to report the third successive year of improvement in the Group’s operating margin1,2. This reflects the ‘connection’ of the various facets which drive returns as I have referred to above. Group operating profit1,2 increased by 17.6% in FY10 to ¤59.7m with the operating margin1,2 of 7% increasing by 63 basis points. Over the past three years we have been on a steady path of margin expansion and now, whilst continually targeting improvement, believe our margin represents a more appropriate return on our invested capital. The improvement in margin has been delivered through operating leverage, our performance management culture and also from a set of 200+ separate efficiency initiatives driven through the business at any point in time in a framework of continuous improvement. Margin management in Greencore is about achieving an appropriate balance of returns on capital and delivering a food proposition competitively to our customers. Our pre-tax return on capital in FY10 was 14.1%. Disposals It is only right that I pay tribute to the management teams and employees of our former Malt, Water and Continental businesses. These are good businesses sold for an excellent aggregate consideration of ¤142.3m3 to owners with strategies which are much closer to their activities than Greencore’s. I thank them sincerely for their contribution to Greencore in the past and wish them, together with their new owners, every success for the future. “ I am very excited about the prospects for Greencore and it is an honour to be its Chief Executive. The future is bright for the business in any scenario now that it has the right combination of portfolio, people, balance sheet and strategy.” 1 Continuing operations comparisons exclude disposed activities (Malt in the Ingredients & Property division and Water and the Continental businesses in the Convenience Foods division). 2 Before exceptional items and acquisition related amortisation. 3 Including deferred amounts and portion of pension liabilities transferred. The Future I am very excited about the prospects for Greencore and it is an honour to be its Chief Executive. The future is bright for the business in any scenario now that it has the right combination of portfolio, people, balance sheet and strategy. We will continue to build on this and will never accept the status quo as ‘our lot’. I am acutely conscious at the time of writing that we have recommended the merger of our business with Northern Foods plc. This has the potential to deliver for shareholders in so many ways and will, if approved by both sets of shareholders, present a new area of opportunity. In conclusion, I would like to thank all of our stakeholders for their enduring support and efforts in a very busy year, including those of our employees and leaders, our customers and our investors. Patrick Coveney Chief Executive 9 December 2010 measuring up... Greencore Group plc Annual Report and Accounts 2010 11 Key Performance Indicators The Group uses a set of headline key performance indicators to measure the performance of its operations. Although separate measures, the relationship between all four is also monitored. In addition, other performance indicators are measured at individual business unit level. 01. Return on Capital Employed Capital is defined as the sum of the book value of shareholders’ equity plus comparable net debt3 but excluding investment property and pension scheme assets or deficits net of deferred tax with the returns measure expressed as operating profit1,2 including share of associates. The Group’s return on capital in FY10 was 14.1% (FY09: 10.2%). 02. Sales Growth Group sales1 from continuing businesses increased by 6.9% in FY10. In our Convenience Foods division, the Group measures weekly sales growth. In FY10 we recorded 10.7% growth1 from continuing businesses. In the Ingredients & Related Property division, we track monthly sales. In FY10 we recorded a 22.5% sales decline on continuing businesses1, albeit this activity now represents a very small proportion of Group sales. Return on Capital Employed 2010 2009 14.1% 10.2% +390bps Group Sales 1 (¤m) 2010 2009 6.9% 856.0 800.9 03. Operating Margin The Group’s operating margin1,2 in FY10 was 7.0% compared to 6.3% in FY09. In Convenience Foods the operating margin1,2 was 6.9% compared to 6.3% in FY09. Operating Margin 1,2 7.0% +63bps 04. Free Cash Flow The Group’s free cash measure is net cash flow from operating activities after capital expenditure but before exceptional items and pension deficit funding. Group continuing1 free cash was ¤82.5m in FY10 or 138% of Group operating profit1,2 of ¤59.7m. Free Cash Flow ¤82.5m 138% of Group operating profit2 1 Continuing operations comparisons exclude disposed activities (Malt in the Ingredients & Property division and Water and the Continental businesses in the Convenience Foods division). 2 Before exceptional items and acquisition related amortisation. 3 Comparable net debt comprises current and non-current borrowings less cash and cash equivalents and excludes the impact of the fair value or derivative financial instruments and related debt adjustments. O v e r v i e w B u s i n e s s R e v i e w C o r p o r a t e G o v e r n a n c e F i n a n c i a l S t a t e m e n t s 12 Greencore Group plc Annual Report and Accounts 2010 Inspiration Expertise Innovation We are passionate about good food To succeed we must understand and meet the needs of consumers. With the help of market insight and an awareness of global food trends our development chefs are constantly seeking to develop new and exciting products that fulfil and exceed consumer needs. Greencore Group plc Annual Report and Accounts 2010 13 O v e r v i e w B u s i n e s s R e v i e w C o r p o r a t e G o v e r n a n c e F i n a n c i a l S t a t e m e n t s 14 Greencore Group plc Annual Report and Accounts 2010 Divisional Review Convenience Foods Prepared meals sales increase 22% Overall The division had a very strong year, growing sales, profitability and margin. We have seen a significant shift in consumer behaviour over the past twelve months with an increase in ‘at home’ consumption and a buoyant recovery in food to go notable trends. Additionally, consumers have responded well to new innovation and development initiatives with a return of some consumers who had retreated from certain categories, such as prepared ready meals, now attracted back to the market. As referred to previously, the capacity environment in the UK has improved with an overall market reduction in invested capital in chilled food over the last two years. We continue to build the overall portfolio margin benefiting from category mix, operating leverage and ongoing efficiency initiatives. Food to Go Largest Category Business Food to Go is our largest category business comprising fresh sandwiches, salads and sushi. The ‘down trading’ to cheaper sandwiches which was a feature of the market a year ago has now reversed with market value growth exceeding volume growth in the final quarter. We continued to grow share in the major multiples in the year by driving the category management agenda for retailers and delivering successful NPD and innovation. An example of this is our ‘Made Today’ range of baguettes and salads which are made daily after midnight using freshly prepared ingredients. This is positioned to directly compete against high street sandwich bars. “ The division had a very strong year, growing sales, profitability and margin. We have seen a significant shift in consumer behaviour over the past twelve months with an increase in ‘at home’ consumption and a buoyant recovery in food Prepared Meals 22% Increase in Sales Our Prepared Meals business comprises two core categories, chilled ready meals (CRM) and quiche. As highlighted previously this year, the performance of our Prepared Meals business was significantly ahead year on year for three key reasons. Firstly, consumers have been attracted back to the category driven by strong NPD and promotional activity. Consumers are reducing their out of home dining frequency and increasing food consumption at home whilst still needing convenience. Secondly, the customers we serve are performing better than the overall market. In partnership with our customers we have been investing in a category rejuvenation process for over twelve months and are now winning share with both existing and new customers who in turn are attracting more consumers. The CRM market grew in volume by 7.7% in the 52 weeks to 3 October 2010 with Greencore growing its prepared meals sales by 22% in the same period. A third factor is capacity. For many years the ability to earn an economic return in the CRM category was hampered by excess manufacturing capacity. There have been six factory closures since 2008 which have gone some way towards restoring the supply/demand balance in the category. to go notable trends.” Greencore Group plc Annual Report and Accounts 2010 15 Foodservice Desserts – Ministry of Cake Sales Volume Growth of 6% We are the UK’s number one foodservice desserts player with a market share of approximately 20% and the business had a good trading year recording sales volume growth of 6%. We continue to build scale trading relationships and have the number one selling dessert lines in Punch Taverns, Greene King, Café Nero and Makro. US Convenience Foods Sales Growth of 18% Our US business recorded sales growth of 18% in FY10 with food to go volume being a key driver of this growth. Significant investment in factory, operating and business improvement processes was carried out in FY10, the cost of which has impacted the comparison against the profitability recorded in FY09. The Group has recorded cumulative sales growth of 53% since FY08, the year in which we made our platform acquisition of Home Made Brand Foods. US retailers continue to seek a fresh in-store prepared foods solution and the growth we have experienced is reflective of this trend. From a standing start in FY08, we have attained number one market positions in the North Eastern US in the fresh manufactured sandwiches and leaf salads markets with number two positions in the same territory in chilled entrees and chilled quiche. Growth Grocery SKU Rationalisation Programme Completed Our Grocery business comprises ambient cooking sauces, pickles and salad dressings. Greencore has a leading market position in the UK private label cooking sauces market. This market grew by 5.7% in volume in the year to 3 October 2010. An important aspect of FY10 was the completion of the SKU rationalisation programme to eliminate non-economic product lines, in particular a scaling back of our contract packing business. At the end of FY10, the category had 470 SKUs, focused on the core categories of cooking sauces, pickles and table sauces, down from 1,257 SKUs in FY07. As a result returns and profitability have improved significantly over the same period. Cakes and Desserts 5.1% Increase in Sales Volumes Our Cakes and Desserts business had a satisfactory year in a difficult environment. The category has been impacted by the challenges of excess industry capacity, a more pronounced level of raw material inflation than in other categories and a higher level of promotional activity. The UK ambient cake market grew in volume by 1.6% in the year to 3 October 2010 with Greencore growing its volumes by 5.1% in the same period. This was driven in particular by growth in our celebration cakes business which grew by 11.9% in FY10 reflecting innovation with existing customers and the delivery of a new customer. Chilled Sauces & Soups 15% Sales Growth We have significant positions in the UK manufacture of chilled sauces and chilled soup. The chilled sauce market declined in value by 1% with chilled soups growing in value by 11% in the year to 3 October 2010. Our business recorded a strong performance in FY10 with sales increasing by 15% driven by a 57% year on year increase in soup volumes transforming our market position to number one in UK private label soup. This was driven by innovation, investment in new capacity and the delivery of a new customer. Frozen Foods Strong Market Share Our Frozen Yorkshire Pudding business had a solid year in an environment of increased competition from a branded competitor and significant promotional activity. Unfortunately, a fire occurred at our manufacturing facility in Leeds in March but the Group had adequate insurance cover in place to cover losses associated with business interruption and to restore the plant. The first of two ovens has been commissioned with the second scheduled for commissioning by the end of Q1 in FY11. The key category driver of frozen baked Yorkshire puddings grew in value by 2% in the year to 3 October 2010 with our business decreasing in value by 2% due to the impact of the fire. We retain a strong market share in this category and will have a new, well invested, facility on completion of the second oven commissioning in the early part of 2011. Continuing operations comparisons exclude the Water and the Continental businesses that were disposed of during the year. 1 2 Before exceptional items and acquisition related amortisation. Sales1 (¤m) 2010 2009 Operating Profit1,2 (¤m) Operating Margin 784.5 708.6 2010 2009 54.1 44.7 2010 2009 6.9% 6.3% +10.7% +21.1% +60bps O v e r v i e w B u s i n e s s R e v i e w C o r p o r a t e G o v e r n a n c e F i n a n c i a l S t a t e m e n t s 16 Greencore Group plc Annual Report and Accounts 2010 Divisional Review Convenience Foods (continued) US Convenience Foods (continued) A significant re-fit of our Newburyport facility is now substantially complete which will enhance capability to a comparable manufacturing standard to our UK facilities as well as increasing capacity. We continue to search for suitable bolt-on acquisition opportunities but to date have not identified a target which reflects the right combination of category competence, manufacturing capability and valuation. We have sufficient capacity at our upgraded Newburyport and Cincinnati facilities to meet market growth for the next two years and on that basis have a reasonable timeframe in which to progress our next development move. Continental Convenience Foods Disposed of in August 2010 Our Continental convenience foods business was disposed of in August 2010. Its activities, which comprised 7% of divisional sales in FY09, have been disclosed as discontinued due to the Group’s full withdrawal from the Continental convenience food market. This market, and specifically the categories in which we had a competence, lacked appropriate scale and had no customer or operational overlap with the rest of the Group’s convenience foods activities. of 18% in FY10 with food to go volume “ Our US business recorded sales growth being a key driver of this growth.” 1 Continuing operations comparisons excludes the Malt businesses that were disposed during the year. 2 Before exceptional items and acquisition related amortisation. Chilled Sauces and Soups sales growth 15% Water Disposed of in March 2010 The Group’s Water business was disposed of in March 2010 and its results have been disclosed as a discontinued activity. Greencore Group plc Annual Report and Accounts 2010 17 Divisional Review Ingredients & Property Ingredients & Property Less than 10% of Group Activity Ingredients & Property represents less than 10% of overall Group activity following the disposal of Malt. The performance of Malt, previously reported within this division, has been separately disclosed as a discontinued activity. The Group’s remaining Ingredients & Property activity recorded a solid year in difficult market conditions. An operating profit of ¤5.6m was recorded compared to a profit of ¤6.1m in FY09 reflecting reduced molasses and edible oils volumes in the year. Malt Disposed of in March 2010 Malt was disposed of on 26 March 2010 and as a consequence the FY10 performance reflects its contribution for half the financial year compared to a full year in FY09. The overall malt margin was maintained due to carry-over volumes on long-term agreement contracts entered into in previous years. Ingredients & Property operating profit ¤5.6m Sales1 (¤m) 2010 2009 Sales (¤m) 71.5 2010 90.6 92.2 2009 217.2 -22.5% -58% Operating Profit1,2 (¤m) Operating Profit 2 (¤m) 2010 2009 -8.0% 5.6 6.1 2010 8.6 2009 -58% Operating Margin 1,2 Operating Margin 2 2010 2009 7.8% 6.6% 2010 2009 +120bps +/-0% 20.5 9.4% 9.4% O v e r v i e w B u s i n e s s R e v i e w C o r p o r a t e G o v e r n a n c e F i n a n c i a l S t a t e m e n t s 18 Greencore Group plc Annual Report and Accounts 2010 Less Waste Common Sense Efficiency We set, measure and monitor highly ambitious targets. To stand out in a highly competitive market Greencore needs to ensure that its manufacturing processes are efficient. Our world-class ‘Lean Greencore’ programme delivers efficiency throughout the organisation. Greencore Group plc Annual Report and Accounts 2010 19 O v e r v i e w B u s i n e s s R e v i e w C o r p o r a t e G o v e r n a n c e F i n a n c i a l S t a t e m e n t s 20 Greencore Group plc Annual Report and Accounts 2010 Financial Review Geoff Doherty Overview The EUR/GBP exchange rate did not significantly impact year on year comparisons of the reported results in FY10 versus FY09. The average EUR/ GBP rate was £0.864 compared to £0.881 in FY09, positively impacting the year on year comparison of our Income Statement by 2.0%. Group sales from continuing operations1 were ¤856.0m, an increase of 6.9%. Group operating profit2 from continuing operations1 was ¤59.7m, an increase of 17.6%. The Group operating margin2 on continuing operations1 was 7.0% compared to 6.3% in FY09. The Group result for FY10 was a profit of ¤34.5m compared to a loss of ¤8.4m in FY09. Capital Structure The Group employs a combination of debt and equity to fund its operations. At the end of FY10 the total capital employed in the Group was ¤425.6m (FY09: ¤496.3m). Capital employed is defined as the sum of the book value of shareholders’ equity plus comparable net debt but excluding investment property and pension scheme assets or deficits. The Group’s primary source of incremental capital, outside of the capital markets, is its cash flow from operations1 which was ¤96.9m, before exceptional items, during FY10. The Group funds its acquisition activity from a combination of cash flow and available headroom within committed bank facilities. All acquisitions are made within internally prescribed Group net debt to EBITDA targets both on acquisition and within eighteen months of acquisition. As at 24 September 2010, the Group’s net debt was ¤193.4m which represented 2.3 times EBITDA, comfortably within the Group’s key debt covenant. At 24 September 2010, the Group had committed facilities of ¤496.3m with maturity dates at various dates to October 2015. ¤335.9m of our facilities are provided by a group of international banks with the remainder being private placement notes. Bank Debt and Interest Payable The Group’s bank interest payable in FY10 was ¤25.3m, a ¤3.0m reduction on the FY09 charge of ¤28.3m. The composition of the charge in FY10 was interest payable of ¤21.5m, commitment fees for undrawn facilities of ¤2.3m and an amortisation charge in respect of facility arrangement fees of ¤1.5m. As a consequence of the Group’s disposal programme, the Group restructured its debt in the second half of FY10. Firstly, to match assets and liabilities, ¤110m of borrowings were repaid with an equivalent GBP amount re-borrowed. Secondly, due to the Group’s lower level of ongoing debt, a portion of the Group’s fixed interest rate contracts were settled for a sum of ¤9.6m. This settlement cost had been fully provided for in the Group’s Financial Statements and represented an acceleration of amounts which would have been paid in future years as interest payable. As a result of this, interest payable in the second half of FY10 of ¤11.4m was ¤4.7m, or 29%, lower than the ¤16.0m charge in the second half in FY09. Furthermore, the full year FY11 interest payable, including commitment fees and facility fee amortisation, is expected to be approximately ¤19.0m. Average net debt, as is customary and having regard to the seasonal profile of our business and our customers’ and suppliers’ working capital profile, is forecast to be approximately ¤75m higher than net debt at the end of the financial year which is a seasonally low point. Operating profit by division (¤m) 54.1 44.7 59.7 50.8 20.5 5.6 6.1 8.6 & P r o p e r t y I n g r e d e n t s i M a l t ( D i s c o n t i n u e d ) T o t a l ( C o n t i n u n g ) i F o o d s C o n v e n e n c e i 2010 2009 “ In headline terms, there was a strong Group performance with a 17.6% increase in operating profit 1,2 and 6.9% increase in sales 1. Group net debt has reduced 32% year on year to ¤193.4m.” Greencore Group plc Annual Report and Accounts 2010 21 32% Reduction in Net Debt Taxation Bank Interest Payable (¤m) 28.3 25.3 19.0 2009 2010 2011 (projected) Non-Cash Finance Charges The Group’s net non-cash finance charge in FY10 was ¤2.2m (¤19.6m in FY09). The change in the fair value of derivatives and related debt adjustments was a non-cash prospective charge of ¤1.8m at the end of September 2010 (¤20.4m at the end of September 2009) reflecting, in the main, the significant reduction in interest rates and the associated impact of marking to market on the Group’s fixed interest rate swaps. The non-cash pension financing charge of ¤0.3m was less than the credit in FY09 of ¤1.2m reflecting a reduction in interest rates and the lower expected returns on pension assets. The charge in respect of the increase in the present value of assets and liabilities held was ¤0.2m (FY09: ¤0.4m). The Group’s effective tax rate in FY10 was 17% including the tax impact associated with pension finance items, which is higher than the full year effective tax percentage of 16% in FY09. This reflects the change in the profile of Group profits following the disposals in FY10. Net Exceptional Gain An exceptional gain of ¤2.3m was recorded in FY10 on the disposal of the Group’s Malt, Water and Continental businesses as set out below: • • a gain of ¤12.4m was recorded on the disposal of Malt (a surplus on disposal of ¤16.6m was recognised before the reclassification, with no impact on net assets, to the Income Statement of foreign currency translation losses of ¤4.2m previously written off to reserves). a loss of ¤5.7m on the disposal of Water (a loss of ¤2.6m was recognised before the reclassification, with no impact on net assets, to the Income Statement of foreign currency translation losses of ¤3.1m previously written off to reserves). • a loss of ¤4.5m was recorded on the disposal of the Group’s Continental convenience foods business. Net Exceptional Gain (¤m) 12.4 2.3 (5.7) (4.5) Malt Water Continental Total 2010 Earnings per Share3 Adjusted earnings per share3 for FY10 were 16.7 cent compared to 17.4 cent in FY09. Continuing1 adjusted earnings per share for FY10 were 13.3 cent. This is based on a weighted average number of ordinary shares for the year of 204.5m (FY09: 202.7m). The adjusted earnings per share calculation is stated before exceptional items, fair value items, intercompany foreign exchange, pension finance items and amortisation of acquisition related intangibles. Adjusted Basic Earnings per Share 3 (cents) 2010 2009 -4.0% 16.7 17.4 1 2 3 Continuing operations comparisons exclude disposed activities (Malt in the Ingredients & Property division and Water and the Continental businesses in the Convenience Foods division). Before exceptional items and acquisition related amortisation. Before exceptional items, pension finance items, acquisition related amortisation, FX on inter-company and certain external loan balances and the movement in the fair value of all derivative financial instruments and related debt adjustments. O v e r v i e w B u s i n e s s R e v i e w C o r p o r a t e G o v e r n a n c e F i n a n c i a l S t a t e m e n t s 22 Greencore Group plc Annual Report and Accounts 2010 Financial Review (continued) Defined Benefit Pension Liability (¤m) Pensions 499.8 447.0 118.4 99.9 (347.1) (381.4) Liabilities Assets Net liabilities 2010 2009 The fair value of total plan assets relating to the Group’s defined benefit pension schemes (excluding associates) increased to ¤381.4m at 24 September 2010 from ¤347.1m at 25 September 2009. The present value of the total pension liabilities for these schemes increased to ¤499.8m from ¤447.0m over the same period. This is reflected in an increase in the net pension deficit (before related deferred tax) to ¤118.4m at 24 September 2010 (from a net pension deficit of ¤99.9m at 25 September 2009). The net pension deficit was ¤90.8m after related deferred tax at 24 September 2010 (from a deficit of ¤75.5m after related deferred tax at 25 September 2009). The key driver of the increase in liabilities year on year is a reduction in corporate bond yields which is the interest rate required under IAS 19 to calculate pension liabilities. All defined benefit pension scheme plans are closed to future accrual and the Group’s pension policy with effect from 1 January 2010 is that future service for current employees and new entrants is provided under defined contribution pension arrangements. Cash Flow and Net Debt Net debt at 24 September 2010 was ¤193.4m, a reduction of ¤90.1m or 31.8% on last year’s ¤283.5m. A key driver of the year on year net debt reduction was disposal proceeds of ¤129.4m before working capital adjustments and transaction costs. A net cash inflow (pre exceptional items) from operating activities1 of ¤96.9m was recorded compared to an inflow of ¤75.5m in FY09. Capital expenditure of ¤24.6m was incurred in the year. Interest costs of ¤28.9m were paid in the year with dividends to equity holders of ¤12.4m. A cash amount was incurred of ¤9.6m on settling a portion of the Group’s fixed interest rate contracts. The translation of the GBP and USD components of the Group’s debt negatively impacted net debt at September 2010 by ¤9.1m versus the prior year. ¤193.4m, a reduction of ¤90.1m or “ Net debt at 24 September 2010 was 31.8% on last year’s ¤283.5m.” Greencore Group plc Annual Report and Accounts 2010 23 O v e r v i e w B u s i n e s s R e v i e w C o r p o r a t e G o v e r n a n c e F i n a n c i a l S t a t e m e n t s Net debt (¤m) 283.5 193.4 2009 2010 Financial Control and Risk In FY08, we implemented a new set of financial control procedures, performance measures and monitoring controls to significantly improve the control environment of the Group. We widened the definition of what is meant by control to all functions of the business rather than examining and monitoring through the finance function in isolation. An element of compensation for our senior business leaders is directly connected to the maintenance of a strong control environment. In addition, we established a Risk Management Group (RMG) to identify and monitor key Group risks supported by a programme of work approved by, and reporting periodically to, the Group Board’s Audit Committee. On an ongoing basis, the Group’s financial control environment is subjected to continual review by the Group’s finance function with a particular focus on finance talent to ensure the Group’s financial control environment is maintained. Additionally, individual businesses are measured against each other internally and there is continual measuring of all key controls. Geoff Doherty Chief Financial Officer 9 December 2010 1 Continuing operations comparisons exclude disposed activities (Malt in the Ingredients & Property division and Water and the Continental businesses in the Convenience Foods division). 2 Before exceptional items and acquisition related amortisation. 3 Before exceptional items, pension finance items, acquisition related amortisation, FX on inter-company and certain external loan balances and the movement in the fair value of all derivative financial instruments and related debt adjustments. 24 Greencore Group plc Annual Report and Accounts 2010 Principal Risks and Uncertainties Risks Description of Risks Measures to Reduce Risks Strategic Risks Competitor Activity Expansion Commercial Risks Changes in Consumer Behaviour and Demand Loss of Key Customer Relationships The Group operates in highly competitive markets, particularly within the Convenience Foods division. Significant product innovations, technical advances or the intensification of price competition could adversely affect the Group’s results. In order for the Group to continue its strategy of expansion, it is necessary that it identifies and pursues suitable acquisition targets or greenfield development sites and integrates these successfully into the Group’s existing operations in an efficient and sustainable manner. In common with other food industry manufacturers, unforeseen changes in food consumption patterns and/or amendments to government legislation regarding the composition of food products may impact the Group. In addition, demand for a number of the Group’s products can be adversely affected by the global economic recession. The Group benefits from close commercial relationships with a number of key customers. The loss of any of these key customers, or a significant worsening in commercial terms, could result in a material impact on the Group’s results. Commodity Price/Input Cost Fluctuations The Group’s cost base can be affected by fluctuating raw material and energy prices. Operational Risks Food Safety, Environmental and Health and Safety As a producer of convenience foods and ingredients, Greencore is subject to general market related risks, including product contamination and general food scares. In addition, Greencore is subject to rigorous and constantly evolving regulations and legislation in the areas of environmental protection and employee health and safety. The Group invests in research and development and ensures that the introduction of both new products and improved production processes places the Group at the forefront of its chosen markets. The Group also continually works to streamline its cost base to ensure it remains competitive. Senior Group Management engage in a robust, formal and thorough process for identifying, measuring and deciding on the suitability of potential acquisitions or ‘greenfield’ development sites. The Group works closely with its customers to adapt to changing consumer trends and invests in innovation and new product development to ensure regulatory, customer and consumer requirements are addressed. The Group invests significant resources to maintain deep, multi-level relationships which drive value and minimise risk for both itself and its key customers. The Group continues to focus on customers outside the grocery multiple retail channel and the exploration of other geographic markets such as in the US where the Group has continued to expand its service offering during the year. The Group maintains a strong commercial focus on purchasing, process and cost improvement to manage and mitigate these risks. In addition, the Group adopts strategies that diversify risk, thereby improving the positioning of its businesses and the defensibility of its margins. The Group maintains a strong technical function which sets high standards for hygiene, health and safety systems and environmental controls. The Group also regularly audits supplier facilities to ensure both product traceability and compliance with Group standards. In addition, Greencore closely monitors emerging issues in an ever-changing regulatory environment to address increasing compliance requirements, particularly in the areas of health and safety, emissions and effluent control. Greencore Group plc Annual Report and Accounts 2010 25 Risks Description of Risks Measures to Reduce Risks Operational Risks (continued) Loss of Manufacturing Capability Loss of Key Personnel Financial Risks Interest Rates, Foreign Exchange Rates, Liquidity and Credit Employee Retirement Obligations Other Property Development The loss of a significant manufacturing/ operational site through fire, natural catastrophe, act of vandalism or critical plant failure could potentially have a material impact on the Group. The ongoing success of the Group is dependent on attracting and retaining high quality senior management and staff who have the ability to effectively manage the Group’s operations in a period of economic stability and in a downturn. In the multi-currency and multi-national trading environment in which the Group operates, there are inherent risks associated with fluctuations in both foreign exchange rates and interest rates. In addition, in the current economic climate, the Group’s credit rating and its related ability to obtain funding for future development and expansion are specific risks. The Group’s defined benefit pension funds are exposed to the risk of changes in interest rates and the market values of investments, as well as inflation and the increasing longevity of scheme members. The recent volatility in world-wide equity markets has brought the risk of employee retirement obligations to the fore. The Group mitigates these risks through robust security and comprehensive operational disaster recovery plans. In addition, the Group undertakes regular reviews of all sites with external insurance and risk management experts, with these reviews being aimed at improving the Group’s risk profile. The Group mitigates the risk associated with loss of key personnel through robust succession planning, strong recruitment processes, long-term management incentives and retention initiatives. The risks are actively managed by the Group’s Treasury Department. The Treasury function operates within the framework of strict Board-approved policies and procedures which are explained further in Note 23 to the Group Financial Statements. These risks are mitigated by paying appropriate contributions into the funds and through balanced investment strategies which are designed to avoid a material worsening of the current surplus or deficit in each fund. In addition, the Group has closed off a number of its significant defined benefit pension schemes to new members. The assumptions used in calculating the funding position of the pension funds are shown in detail in Note 28 to the Group Financial Statements. The Group has a considerable land-bank for future development. The value of this holding is directly related to the macro- economic environment in Ireland and the UK, the successful environmental clean-up of the brownfield sugar factory sites and the nature and timing of any zoning and subsequent planning permission obtained. The Group manages these opportunities and the related risks through a clear property development strategy, the centralisation of all property development related issues under the Chief Financial Officer, the employment of property specialists with significant industry experience, detailed site-specific plans and regular engagement with the Board. O v e r v i e w B u s i n e s s R e v i e w C o r p o r a t e G o v e r n a n c e F i n a n c i a l S t a t e m e n t s 26 Greencore Group plc Annual Report and Accounts 2010 Corporate Responsibility Review Introduction Greencore takes seriously its duty to conform to the laws and regulations in the jurisdictions in which it operates. It is fully committed to maintaining good corporate responsibility. We have a duty to treat colleagues fairly and to protect the health and safety of colleagues, consumers and the communities we operate in. The following review is based on Greencore’s culture and values which shape the way Greencore does business. The review covers the following areas: Workplace, which includes health and safety; Environment; Marketplace and Local Communities. Corporate Responsibility Strategy Learning & Development Strategy PRIDE Greencore Academy Environmental Management Carbon Footprint Workplace “A great place to work” Health & Safety Excellence Caravan Young Enterprise Environment “A passion to reduce the Group’s environmental impact” Communities “Making a positive impact on our communities” Waste & Recycling Marketplace “A proactive approach to colleague, customer and consumer welfare” Water & Effluent Food Safety Ethical Management Health & Nutrition Strategy Seriously Good FareShare Greencore Group plc Annual Report and Accounts 2010 27 Learning & Development Strategy PRIDE Greencore Academy Workplace Health & Safety Excellence PRIDE Greencore Academy PRIDE is Greencore’s performance management programme that sets individual personal development plans and maps delivery against Group values and personal and business objectives. PRIDE has cascaded throughout the organisation, including shop-floor colleagues. A highly innovative electronic version of PRIDE (ePRIDE) including 360 degree feedback was launched in 2010 to help facilitate the process and this has been rolled out across the business. Learning & Development Strategy Greencore has a clearly defined learning and development strategy, which maps out career development opportunities and the required development support for all of its colleagues. A number of tools and systems are in place to support the individual development plans including an online learning management system (‘Learning Zone’) and e-learning suites at a number of Greencore’s facilities. All new starters undergo a formal induction programme ensuring that they understand all of the requirements to be successful at Greencore and their obligations in the area of food hygiene training required to do their job effectively. Colleagues who do not have English as their first language are offered language training. Additional support in the form of translated documentation and signage is also provided, where appropriate. Greencore has an Emerging Leaders Programme, which identifies and provides targeted training for future senior leaders within our business. In 2010, twelve colleagues completed this eighteen month programme. The Lean Greencore Leadership Academy, now in its fifth year, is a company-wide programme, which provides a holistic approach to building effective leadership skills and food manufacturing capability in our people using recognised lean manufacturing methods and world-class standards. These tools have been rolled out across the business including engineering and environment and the impact of these new initiatives is monitored through a specially designed dashboard. Lean Greencore is supported by a dedicated team within the Group which is constantly developing the tools and individual skills to ensure that Lean Greencore truly is world class. Health & Safety Excellence Greencore, as a HSE FOILE group, prides itself on working to the highest safety standards in the industry. We have committed to the HSE pledge on health and safety management, and we also support the HSE/TUC led Food Manufacturing Forum through the “Recipe for Safety” initiative and the National Food Manufacturing Conference. The health, safety and well-being of our people and visitors to our facilities are of the utmost importance to Greencore. Full financial year end statistics demonstrate a fall in all accidents of 10.8% (Financial year 2009-2010). Our business categories have dedicated risk managers, who report to both the site management as well as the Group Health & Safety Manager, Tom Chambers. Greencore has recently invested in a behavioural safety programme which was developed “by our people for our people” and is being piloted at our Selby facility. We are particularly proud that Tom Chambers has been appointed to the Institution of Occupational Safety & Health council for a three year term commencing from the November AGM. He has also spent the last three years working as Vice Chair of the IOSH Group Management Committee (GMC) helping to introducing a performance management system for groups across the manufacturing sector. Ongoing training and education is provided to ensure that our risk managers meet acceptable national competence standards, including sponsorship to third level and postgraduate level degrees in health and safety management. O v e r v i e w B u s i n e s s R e v i e w C o r p o r a t e G o v e r n a n c e F i n a n c i a l S t a t e m e n t s Two of our managers successfully graduated this year with a fully sponsored MSc from Portsmouth University. Excellence is recognised internally with an awards scheme presented at our national SHE conference which celebrates internal achievement whilst sharing best practice. We also fund a graduate entry scheme for future risk managers and have just appointed the latest incumbent in September. Greencore also participates in a wide range of training with our insurers and the leading accreditation body, SGS. In August all ten Greencore SHE managers who participated in the Advanced EMS/ISO 14001 Lead Auditor Course, organised by SGS, passed with ‘Excellent’ or ‘Good’ assessments. As part of our continuous programme we conduct health, safety, environmental and machinery safety audits across our facilities, alongside independent certification audits to both ISO 14001 and OHSAS 18001 2007 – the industry standards for effective management health and safety and environmental management. All Greencore sites in the UK provide occupational health monitoring ensuring consistent standards and best practice is maintained. In the US we are working to best industrial practice. Property management has always been a priority for Greencore with insurers recognising Greencore building and refurbishment practices as amongst the best in the sector. 28 Greencore Group plc Annual Report and Accounts 2010 Environmental Management Carbon Footprint Environment Waste & Recycling Water & Effluent Environmental Management Greencore is committed to growing its business in an environmentally responsible and sustainable manner. Greencore’s Lean Environment Programme has been rolled out across the Group and is now implemented across the majority of our UK sites. Each programme commences with a twelve week cycle incorporating training, data collection, problem solving and implementation. So far the project has stimulated some excellent projects ranging from simple solutions to more complex investments, ultimately driving greater efficiencies and delivering environmental improvements. Carbon Footprint Greencore continues to work on a number of initiatives to actively measure and reduce our absolute carbon footprint and our relative carbon intensity. We continue our partnership with Carbon Action Yorkshire with the aim of reducing greenhouse gas emissions in the Yorkshire and Humber region. In 2010 Greencore registered with the Carbon Disclosure Project, a global organisation that encourages organisations to measure and disclose their greenhouse gas emissions and climate change strategies. Details of Greencore’s carbon footprint can be found below. This information follows the guidelines and principles of the WBCSD/WRI Greenhouse Gas Protocol and covers our Scope 1 & 2 emissions, incorporating fossil fuels, transport fuel, refrigerants and electricity related data. Waste & Recycling Greencore’s focus is on the elimination and minimisation of waste at source. We actively encourage source segregation of waste to facilitate the reuse and recycling of materials. Greencore is committed to eliminating the use of landfill as a disposal route and actively seeks more sustainable solutions for unavoidable waste. In 2010 Greencore reduced waste to landfill by 28% and now has eleven sites that send zero waste to landfill, versus five sites this time last year. Having been a signatory of the original Courtauld Commitment in 2008, Greencore signed up to Phase 2 (Courtauld Commitment 2) in 2010, which moves away from solely weight-based targets and aims to achieve more sustainable use of resources over the entire lifecycle of products, throughout the whole supply chain. Water & Effluent Greencore continues to promote the efficient use of water and to encourage water conservation methods at all of its facilities. We aim to minimise material losses to drain, to reduce the environmental impact of authorised discharges from our facilities and to utilise effluent plants to ensure compliance where required. In recent years effluent plants have been installed at our facilities in Hull and Manton Wood, with further investments and trials at our Prepared Meals facilities at Warrington and Kiveton. One particular water efficiency project at our Chilled Sauces & Soups facility in Bristol has generated 840 tonnes in water savings per week. Greencore Group Carbon Footprint 2009/10 119,363 tonnes CO2e (Scope 1 & 2 emissions) Fossil Fuels Electricity Transport Refrigerants Greencore Group plc Annual Report and Accounts 2010 29 Ethical Management Ethical sourcing, animal welfare and concerns around sustainability are increasingly entering the mainstream of food retailing. Greencore has been a long-standing member of SEDEX, an organisation which not only monitors Greencore’s ethical performance but also that of our suppliers. In addition to the ethical audits conducted by our customers, Greencore has also developed and launched its own ethical self audit for all its sites. Greencore has also signed up to the Greenpalm Certification Scheme, which is a certificate trading programme designed to tackle the environmental and social problems created by the production of palm oil. Food Safety Health & Nutrition Strategy Ethical Management Marketplace Our key achievements and activities in 2010 include: • Continued commitment to working towards FSA 2010 targets in the UK with 98% of UK products already compliant and plans in place for those that do not yet meet the targets. • • • • • • • • 79% of Greencore products in the UK already meet the FSA 2012 salt targets. Continued development of a nutrition strategy and related policies. A structured approach to measuring and reporting nutrition targets. Greencore has become a member of the East Midlands Platform on Food, Physical Activity and Health which aims to tackle issues related to obesity in the region in support of the National campaign Change4Life. Greencore is also an active member of the IGD Industry Nutrition Strategy Group (INSG) and the Nutritionists in Industry (NII) group. customer nutritionists Strong links with in order to track and monitor and help deliver customer nutritional policies, activities and opportunities. No hydrogenated vegetable oils, industrially added trans fats or genetically modified organisms are used in UK Greencore products. basic nutrition training Established programme now in place for Greencore employees. Food Safety Food safety is critical to Greencore. We aim to be industry leading in this area and continue to invest in our people and our facilities to ensure that the highest standards are upheld. Greencore has technical experts at all of its sites, who report to the local site management teams, as well as to the Group Technical Director. Internal and external audits are regularly conducted. At our UK Convenience Foods facilities in the UK there were 2,217 internal audits, 108 external audits and in excess of 366,000 internal and external taste panels. All of our UK sites are accredited with the highest British Retail Consortium ‘grade A’ standard. Furthermore in 2010 Greencore conducted 198 supplier audits. During the past year Greencore Technical Executive, Martin Ford, has taken over the chair of the Chilled Food Association’s (CFA) Technical Committee. Greencore Group Technical Director, Helen Sisson, retired as Chair of the CFA after an unprecedented third term and Greencore holds the chair of the CFA Product Group. Health & Nutrition Strategy As a leading food manufacturer Greencore has a responsibility to ensure that it provides healthy food choices to both its customers and its people. Health and nutrition remain key areas of focus, which is why Greencore employs a dedicated Group Nutritionist. This Group nutritionist works with Greencore’s new product development and technical teams as well as our customers and external bodies to help deliver health and nutrition targets. The external bodies include the Chilled Food Association, the Food Standards Agency and IGD, where Greencore plays an active role on the various committees and working groups. “ Food safety is critical to Greencore. We aim to be industry leading in this area and continue to invest in our people and our facilities to ensure that the highest standards are upheld.” O v e r v i e w B u s i n e s s R e v i e w C o r p o r a t e G o v e r n a n c e F i n a n c i a l S t a t e m e n t s 30 Greencore Group plc Annual Report and Accounts 2010 Young Enterprise Caravan Communities Seriously Good FareShare Caravan Seriously Good Greencore is a supporter of Caravan, the charity which currently supports more than 1,500 former industry workers who have fallen on hard times. Several Greencore colleagues participate in the various Caravan committees and actively promote and support the efforts of Caravan throughout the organisation. This is done through raising awareness, participation at sponsored events and donating food products for hampers, which are distributed to the beneficiaries at Christmas. Young Enterprise It is important for Greencore to support young people in the community, which is why Greencore continues to support Young Enterprise, a charity which aims to build a connected world of young people from 4 to 24 years old, business volunteers and educators, inspiring each other to succeed through enterprise. A number of Greencore colleagues regularly volunteer at local schools and Greencore has also sponsored programmes for primary school children. In addition Greencore organises site visits and food demonstrations to promote careers in the food industry. Greencore continues to support Comic Relief through its range of Seriously Good cooking sauces, which were developed together with Gordon Ramsay. At least 10p from each jar sold is donated to Comic Relief. So far Seriously Good has raised in excess of £200,000, which goes towards supporting disadvantaged and vulnerable people in the UK and in some of the world’s poorest countries. FareShare Greencore has started working with FareShare, a UK charity which aims to address food poverty and food waste by providing surplus ‘fit for purpose’ food products to organisations which work with disadvantaged people. In the past year FareShare has contributed to providing more than 6.7 million meals, whilst at the same time minimising the amount of surplus food going to landfill. Further details of our company values, our corporate responsibility and codes of business practice can be found on our website at www.greencore.com. Local Communities Greencore is aware of the impact that it can have on its local communities and takes this responsibility seriously. Across our site locations we work with a number of local schools, sports clubs and community organisations, providing sponsorships and support for fundraising events. We support and encourage the fundraising activities of colleagues, who participate in various activities including sponsored runs, cycle rides and five-a-side football to raise funds and awareness for charity. We are currently providing work experience at our Bow facility to a recently qualified Health and Safety Manager through a shadowing scheme where the individual is given a funded three month place to further strengthen their academic skill with a hands on approach. Dublin Simon Community During 2010 we launched an initiative to provide free sandwiches to homeless shelters in Dublin operated by the Dublin Simon Community. Greencore Group plc Annual Report and Accounts 2010 31 Corporate Responsibility Review Our Values 1. Performance matters… • • • • • • We expect and reward results. We never accept the status quo and we continuously seek a better way. We always do what we say we will do. We set, measure and monitor highly ambitious targets. We maintain the highest manufacturing/technical standards. We adhere to a strict financial rigour. 2. People matter… • • • We believe that people make the difference. We treat one another with respect and dignity. Individuals at all levels of the business feel valued and valuable. We provide ample opportunities for professional growth and development. 3. Passion about what we do… • • • • We maintain the highest levels of customer-focused service. The quality of our products is the best in the industry. We have fun and enjoy the work we do. We are passionate about good food. 4. Responsibility matters… • • • We ruthlessly leave responsibility with the people/at the level where it can be best exercised. We treat Greencore’s resources (i.e. money/time/reputation) as if they were our own. We maintain the highest levels of ethics and integrity. O v e r v i e w B u s i n e s s R e v i e w C o r p o r a t e G o v e r n a n c e F i n a n c i a l S t a t e m e n t s 32 Greencore Group plc Annual Report and Accounts 2010 Board of Directors 1. GP Doherty, B Comm, FCA Chief Financial Officer (Aged 39) He was appointed Chief Financial Officer and Chief Executive of the Group’s property and agribusiness activities with effect from February 2008. He joined the Board in July 2005 and has previously held the positions of Group Development Director and Group Financial Controller. Prior to joining Greencore, he was Group Financial Controller of IWP International plc and worked in the accountancy practices of PricewaterhouseCoopers and BDO Simpson Xavier. On 29 July 2010, we announced Mr Doherty’s intention to resign to become Chief Financial Officer of Kingspan plc. He will step down from the Board and leave the Company on 31 December 2010. 2. C O’Leary, ACIS Group Company Secretary (Aged 41) He was appointed Group Company Secretary in June 2010 having served as Deputy Secretary since 2005. Prior to joining Greencore in 2001, he held senior company secretarial roles in Glanbia and Cable and Wireless. 3. DS Walker, BSc Chief Executive, Convenience Foods UK (Aged 38) She was appointed Chief Executive, Convenience Foods UK and joined the Board in April 2009. She joined Greencore in June 2004 as Managing Director of Greencore’s Chilled Sauces and Soups category and in October 2006 was appointed Managing Director of Food To Go, the largest convenience food category within the Group. Prior to joining Greencore she held a number of senior positions within the chilled foods industry and was Divisional Managing Director of Hibernia Foods plc and convenience food sales and Marketing Director of Hazlewood Foods plc prior to it being acquired by Greencore. 4. JT Herlihy*, B Comm, FCA Non-Executive Director (Aged 43) He joined the Board in March 2009. He is Vice President of Global Ad Operations at Google and head of Google Ireland. Previously, he held senior management positions at global technology companies including First Data (US and EMEA), Epiphany (US and Asia-Pacific), and Oracle Corporation (US and EMEA). 5. EF Sullivan*, B Comm, MBS Chairman (Aged 62) He joined the Board in March 2002 and became Chairman in February 2003. He was previously Group Managing Director of Glanbia plc and, prior to that, held a number of senior positions with Grand Metropolitan plc in London and Dublin. He is Chairman of McInerney Holdings plc and Eircom Limited and was the first Chairman of An Bord Bia (The Irish Food Board). 6. PA McCann* Non-Executive Director (Aged 59) He joined the Board in November 2003. He is Chief Executive of Maldron Hotels and was formerly Chief Executive of Jurys Doyle Hotel Group plc, a position he held from 2000 until 2006. He is also a Non-Executive Director of EBS Building Society and the Irish Heart Foundation. 2. 4. 6. 1. 3. 5. Greencore Group plc Annual Report and Accounts 2010 33 Board Committees Audit Committee EL Nicoli* PG Kennedy* DM Simons** JT Herlihy* Nomination Committee PF Coveney PA McCann** DM Simons* EF Sullivan* Option and Remuneration Committee * Denotes Non-Executive Director Denotes Chairman of Committee ** PG Kennedy** JT Herlihy* DA Sugden* EF Sullivan* 9. AM Hynes Chief Operating Officer (Aged 59) 11. DA Sugden*, BSc, FCA Non-Executive Director (Aged 59) 7. PF Coveney, B Comm, M Phil, D Phil Chief Executive Officer (Aged 40) He was appointed Chief Executive with effect from March 2008. He joined the Board in September 2005 and has previously held the position of Chief Financial Officer for the Group. Prior to joining Greencore, he was a partner with McKinsey & Company, serving as managing partner of McKinsey Ireland. He was elected a member of the Council of the Dublin Chamber of Commerce where he now serves as Deputy Vice President. 8. EN Nicoli*, CBE, BSc Non-Executive Director (Aged 60) He has held the position of Chief Operating Officer since April, 2001 and joined the Board in December 2001. He was previously Managing Director of Green Isle Foods Limited, part of Northern Foods plc. Prior to joining Green Isle, he held senior management positions in China, France and Ireland with Essilor International, the worldwide ophthalmic optics group. On 3 December 2010, we announced Mr Hyne’s resignation from the board. 10. DM Simons*, CBE, BSc Econ, FCMA Non-Executive Director (Aged 63) He was appointed to the Board in May 2010. He is Chairman of Vue Entertainment Limited and a senior partner of Sunningdale Capital LLP. Previously he was Chief Executive of United Biscuits (Holdings) plc from 1991 until 1999, and Chairman and Chief Executive of EMI Group plc until 2007. He was appointed to the Board in July 2004. Previously, he was Chairman of Littlewoods Shop Direct Group Limited for five years and Chief Executive of Somerfield plc for seven years. He has held many senior executive and non-executive positions in major UK and International retail companies. He joined the Board in April 2002. He is a Chairman of Findel plc and a non-executive director of Mouchel plc. He is a former Chairman of BPP Holdings plc and MSB International plc. Prior to that, he was Group Chief Executive of Geest plc and Group Finance Director of Spear & Jackson International plc. 12. PG Kennedy*, BA, FCA Non-Executive Director (Aged 52) He joined the Board in November 2008. He is a Director of Elan plc as well as being Chairman of its Audit Committee, and during the year was appointed as a Director of Anglo Irish Bank and is also Chairman of its Audit Committee. In addition, he is a Director of Friends First Holdings Ltd. He is also Chairman of a number of private companies. Previously he was Group Director of Finance and Enterprise Technology at Allied Irish Banks plc and a member of its main board together with subsidiary boards in the USA and Poland. Prior to that, he was Group Vice-President of Nortel Networks Europe, having started his management career at Deloitte and Touche. He served on the Board of the Industrial Development Authority of Ireland for ten years until he retired in December 2005. 8. 10. 12. 7. 9. 11. O v e r v i e w B u s i n e s s R e v i e w C o r p o r a t e G o v e r n a n c e F i n a n c i a l S t a t e m e n t s 34 Greencore Group plc Annual Report and Accounts 2010 Directors’ Report Introduction The Directors submit their Report and Financial Statements for the year ended 24 September 2010. Principal Activities and Review of Business Greencore is a leading international producer and supplier of convenience foods and ingredients to consumer, industrial and foodservice markets. Detailed commentaries on the Group’s performance for the year are contained in the Chairman’s Statement, the Chief Executive’s Review, and the Divisional and Financial Reviews. The principal subsidiary and associated undertakings are listed in Note 37 to the Group Financial Statements. Results for the Year The results of the Group for the year are set out in the Group Income Statement. The profit for the year after taxation and exceptional charges was ¤34.5 million (2009: loss of ¤8.4 million). Dividends An interim ordinary dividend of 3.0c (2009: 3.0c) per share was paid on 30 September 2010. The Directors recommend the payment of a final ordinary dividend of 4.5c (2009: 4.5c) per share. Subject to shareholders’ approval, this dividend is to be paid on 1 April 2011 to shareholders who were on the register of members at 5.00pm on 3 December 2010. Share Capital During the year, 31,733 ordinary shares were issued under the Company’s Share Option and Sharesave schemes and 2,208,982 ordinary shares were issued under the Company’s Scrip Dividend scheme. The Directors are currently authorised to issue a further 90,388,060 ordinary shares under an authority that was conferred on them at the Annual General Meeting held on 11 February 2010. This authority will expire on 10 February 2015. Additionally, at the forthcoming Annual General Meeting, shareholders are being asked to approve, until the day following the Annual General Meeting to be held in 2012, the Directors’ power to disapply the strict statutory pre-emption provisions relating to the issue of new equity for cash. The disapplication will be limited to the allotment of equity securities in connection with any rights issue or any open offer to shareholders and the allotment of shares in lieu of dividends, and the allotment of shares up to an aggregate nominal value equal to 5 per cent of the nominal value of the Company’s issued share capital. At the Annual General Meeting held in February 2010, shareholders passed a resolution to give the Company, or any of its subsidiaries, the authority to purchase up to 10 per cent of its own shares. At the Annual General Meeting to be held on 31 January 2011, shareholders are being asked to renew this authority until the date of the Annual General Meeting to be held in 2012 or 12 August 2012, whichever is the earlier. The Directors do not have any current intention to exercise the power to purchase the Company’s own shares. Under the Articles of Association of the Company no person shall be entitled to acquire shares representing 30 per cent or more of the Company’s issued share capital or (alone or with any associate or associates) to control the exercise of 30 per cent or more of the votes which are ordinarily exercisable in all circumstances at general meetings of the Company. This restriction cannot be amended without the consent of the holder of the special share in the capital of the Company. The special share is owned by the Minister for Agriculture and Food, on behalf of the Irish State. This gives the owner certain rights, inter alia, in relation to the amendment of the Company’s Articles of Association, the maximum size of shareholdings in the Company, the sugar quota and sugar producing assets formerly used by the Company. Future Developments The Group showed further growth and development during the year. Future prospects are outlined in the Chairman’s Statement, the Chief Executive’s Review, and the Divisional and Financial Reviews. Greencore Group plc Annual Report and Accounts 2010 35 Principal Risks and Uncertainties As with any large Group, Greencore faces a number of risks and uncertainties. Individual business unit management teams primarily drive the process by which individual risks and uncertainties are identified, these teams being best placed to identify significant and emerging risks and uncertainties in their businesses. The output from this process feeds into the regular management reporting structures. Risks and mitigating controls, common across all categories, are managed and reviewed at Group level. Risks identified and associated mitigating controls are subject to review as part of the Group’s health and safety, technical compliance and operational/financial audit programmes. Under Irish company law (Regulation 37 of the European Communities (Companies: Group Accounts) Regulations 1992, as amended), the Group is required to give a description of the principal risks and uncertainties which it faces. These principal risks are set out on pages 24 and 25. Further detail in relation to the Group’s internal controls is included on pages 37 to 39 of this report. Details of the Group’s financial risk management policies are set out in Note 23 of the Group Financial Statements. Details of the Group’s key performance indicators are set out on page 11. Directors In accordance with the Articles of Association of the Company, Mr PF Coveney and Mr DA Sugden retire from the Board by rotation at the forthcoming Annual General Meeting. Mr Coveney and Mr Sugden, being eligible, offer themselves for re-appointment. Mr Coveney will have completed his second three year term and Mr Sugden will have completed his third three year term. Although Mr Sugden will have completed his third three year term, he offers himself for re-appointment for a one year term or until completion of the proposed merger with Northern Foods plc. In April, 2010 Mr EL Nicoli was appointed to the Board. In accordance with the Articles of Association of the Company Mr Nicoli will retire at the forthcoming Annual General Meeting and, being eligible, will offer himself for re-appointment. In accordance with the Articles of Association of the Company, having completed his second three year term, Mr Corbett retired from the Board in February 2010. Mr Hynes resigned from the Board in December 2010. Mr Doherty will resign from the Board on 31 December 2010. The Board recommends the appointment of the Directors seeking re-appointment as they continue to be effective and demonstrate commitment to the role. Directors’ Interests in Share Capital at 24 September 2010 The interests of the Directors and Group Company Secretary in the shares of the Company are set out in the Report on Directors’ Remuneration. The Directors and Company Secretary have no beneficial interests in any of the Group’s subsidiary or associated undertakings. Significant Shareholdings At 9 December 2010, the Company has been advised of the following notifiable interests in its ordinary share capital: Shareholder Polaris Capital Management, LLC Letko, Brosseau & Associates Inc. Artemis Investment Management Limited Gartmore Investment Management Limited No. of interests in ordinary shares 30,483,455 23,388,508 14,130,723 7,875,378 % of issued capital 14.67% 11.26% 6.8% 3.79% Apart from these holdings, the Company has not been notified at 9 December 2010 of any interest of 3% or more in its ordinary share capital. Corporate Governance O v e r v i e w B u s i n e s s R e v i e w C o r p o r a t e G o v e r n a n c e Statements by the Directors in relation to the Company’s application of corporate governance principles, compliance with the provisions of Section 1 of the 2008 Combined Code on Corporate Governance, the Group’s system of internal controls and the adoption of the going concern basis in the preparation of the Financial Statements are set out on pages 37 to 39. The Report on Directors’ Remuneration is set out on pages 40 to 45. F i n a n c i a l S t a t e m e n t s 36 Greencore Group plc Annual Report and Accounts 2010 Directors’ Report (continued) Corporate Responsibility The Group views corporate responsibility as an integral part of the organisation’s culture and always strives to ensure it is acting in the best interests of all related parties and stakeholders. Group policies and implementation systems are set out on pages 26 to 31. Research and Development The Group continued its research and development programme in relation to its principal activities during the year. Further information is contained in the reviews on pages 14 to 17 and in Note 2 of the Group Financial Statements. Taxation Status So far as the Directors are aware, the Company is not a close company within the meaning of the Tax Consolidation Act. Events Since the Year-End There have been no significant events affecting the Group since the year-end other than the recommended merger of equals with Northern Foods plc to create Essenta Foods and the acquisition of a US sandwich business as disclosed in Note 38 to the Group Financial Statements. Accounting Records The Directors believe that they have complied with the requirements of Section 202 of the Companies Act 1990 with regard to books of account by employing accounting personnel with appropriate expertise and by providing adequate resources to the financial function. The books of account of the company are maintained at No.2 Northwood Avenue, Northwood Business Park, Santry, Dublin 9. Auditor The auditor, KPMG, Chartered Accountants, continues in office in accordance with Section 160 (2) of the Companies Act 1963. Notice of Annual General Meeting and Special Business Notice of the Annual General Meeting, together with details of special business to be considered at the meeting, is set out in a separate circular which is enclosed with the Annual Report. On behalf of the Board EF Sullivan Director Dublin 9 December 2010 GP Doherty Director Greencore Group plc Annual Report and Accounts 2010 37 Corporate Governance Report Corporate governance is concerned with how companies are managed and controlled. The Directors are committed to the highest standards of corporate governance. This statement explains how the Group has applied the principles set out in Section 1 of the FRC Combined Code on Corporate Governance 2008 (the Code) adopted by the Irish and London Stock Exchanges. The Board believes it has complied fully with the Code and that it has complied throughout the financial year ended 24 September 2010 with the provisions where the requirements are of a continuing nature. Board of Directors The Board is responsible for the leadership and control of the Company. The Board is currently made up of three Executive and seven Non-Executive Directors. Biographical details are set out on pages 32 and 33. The Board considers that, between them, the Directors bring the range of skills, knowledge and experience necessary to lead the Company. All the Directors bring independent judgement to bear on issues of strategy, performance, resources, key appointments and standards. The Board has determined that each of the Non-Executive Directors is independent. Each has no material interest or other relationship with the Group. The Board agrees a schedule of regular meetings to be held in each calendar year and also meets on other occasions as necessary. Meetings are held at the head office in Dublin, as well as at the offices of the Group’s operating subsidiaries. There is an agreed list of matters which the Board has formally reserved to itself for decision, such as approval of the Group’s commercial strategy, trading and capital budgets, Financial Statements, Board membership, major acquisitions and disposals, major capital expenditure, risk management and treasury policies. There is an agreed procedure for Directors to take independent legal advice, at the expense of the Company, in the furtherance of their duties as Directors of the Company. The Group has a policy in place which indemnifies the Directors in respect of legal action taken against them. All Directors have access to the advice and services of the Company Secretary, who is responsible for ensuring that Board procedures are followed. The appointment and removal of the Company Secretary is a matter for the Board as a whole. All Directors receive regular Group Management Accounts and reports and full Board papers are sent to each Director in sufficient time before Board meetings. Any further supporting papers and information are readily available to all Directors on request. The Board papers include the minutes of all Board committee meetings held since the previous Board meeting and the Chairman of each committee is available to give a report on the committee’s proceedings at Board meetings, if appropriate. The Board has a formal process whereby each Director and the Group Company Secretary individually meets the Chairman annually to review individual Director performance, the conduct of Board meetings, the performance of the Board and its committees, and the general corporate governance of the Group. In addition, the Chairman meets at least once annually with the Non-Executive Directors without the Executive Directors being present. The roles of Chairman and Chief Executive are separate and there is a clear division of responsibilities between them which is set out in writing and has been approved by the Board. The Board has delegated responsibility for the management of the Group, through the Chief Executive, to executive management and the Chief Executive is accountable to the Board for all authority so delegated. The Board has acknowledged that there should be a recognised senior member of the Board, known as the ‘Senior Independent Director’, and that the position should be rotated among the Non-Executive Directors, all of whom are independent. Patrick McCann is currently the Senior Independent Director. Mr McCann is available to shareholders who have concerns that cannot be addressed through the Chairman, Chief Executive or Chief Financial Officer. As part of the performance evaluation process, the Non-Executive Directors, led by the Senior Independent Director, meet annually without the Chairman present to appraise the Chairman’s performance, having taken the views of the Executive Directors and the Company Secretary into account. In view of the substantial Board changes following completion of the proposed merger it was felt that the annual review of Board performance be deferred. Board Committees The Board has established an effective committee structure to assist in the discharge of its responsibilities. The committees and their members are listed on page 33 of this report. All committees of the Board have written terms of reference dealing with their authority and duties delegated by the Board. The terms of reference are available on the Group’s website at www.greencore.com, and can be accessed through the Corporate Governance section. Membership of the Audit and Option and Remuneration Committees is comprised exclusively of Non-Executive Directors. The Company Secretary acts as secretary to each of these committees. The Audit Committee reviews the accounting principles, policies and practices adopted in the preparation of the Interim Statements, the Half Yearly Financial Report and the Annual Group and Company Financial Statements. The Committee also discusses with the Group’s external auditor the results and scope of their audit. In addition, it reviews the scope and performance of the Group’s internal audit function and the cost effectiveness, independence and objectivity of the external auditor. The Committee assists the Board in meeting its obligations under the Combined Code on Corporate Governance in the areas of risk assessment and internal controls. The external auditor is invited to attend Committee meetings, along with the Chief Executive, the Chief Financial Officer and the Head of the Risk Management Group. The external auditor and the Head of the Risk Management Group have the opportunity to meet with the members of the Committee alone at least once a year. The Group has a policy governing the conduct of non-audit work by O v e r v i e w B u s i n e s s R e v i e w C o r p o r a t e G o v e r n a n c e F i n a n c i a l S t a t e m e n t s 38 Greencore Group plc Annual Report and Accounts 2010 Corporate Governance Report (continued) Board Committees (continued) the auditor. The engagement of the external auditor to provide any non-audit services must be pre-approved by the Committee where the fee exceeds 20% of the audit fee. During the financial year to 24 September 2010, fees paid in relation to non-audit related services totalled ¤990,000 (2009: ¤665,000) in respect of KPMG in Ireland, the external auditor, and ¤1,799,000 (2009: ¤713,000) in respect of KPMG in other countries. During the financial year, Deloitte replaced KPMG as tax advisor to the Group. The Committee has determined that Mr JT Herlihy, Mr PG Kennedy, Mr EL Nicoli and Mr DM Simons have recent and relevant financial experience and, therefore, satisfy the requirements of the Code. Mr David M Simons is Chairman of the Audit Committee. The Nomination Committee is responsible for proposing to the Board any new appointments, whether of Executive or Non-Executive Directors of the Company. To facilitate the search for suitable candidates, the Committee uses the services of independent consultants. Appointments to the Board are approved by the Board as a whole. In so doing, the Board considers the balance of skill, knowledge and experience on the Board which is necessary to allow it to meet the strategic vision for the Group. Newly appointed Directors are subject to election by shareholders at the Annual General Meeting following their appointment. Excluding any such newly appointed Directors, one third of the Board is subject to re-election each year. Non-Executive Directors are normally appointed to the Board for an initial term of three years, renewable with the Board’s agreement for a further term of three years but subject to re-election by shareholders on the normal rotation basis. Subject to the unanimous request of the Board, a Director may go forward to seek election for a third three year term. The terms and conditions of appointment of Non-Executive Directors are available for inspection at the Company’s registered office, during normal office hours, and at the Annual General Meeting of the Company. An induction programme to the Group is arranged for all new Directors, including visits to the trading operations of subsidiaries. Mr Patrick A McCann is Chairman of the Nomination Committee. The Option and Remuneration Committee operates the Group’s Deferred Bonus Scheme, Share Option Schemes, Sharesave Schemes and Long-Term Incentive Schemes. It is responsible for determining the remuneration packages of the Executive Directors and senior management and for making recommendations in regard to the Chairman’s and Directors’ fees which are fixed by the Board on the authority of the shareholders. Where necessary, the Committee consults with remuneration consultants. The Group’s remuneration policy for Executive Directors and details of Directors’ remuneration are contained in the Report on Directors’ Remuneration on pages 40 to 45. Mr Gary P Kennedy is Chairman of the Option and Remuneration Committee. Attendance at scheduled Board and Board committee meetings during the year ended 24 September 2010 was as follows: GMN Corbett* PF Coveney GP Doherty JT Herlihy AM Hynes*** PG Kennedy PA McCann EL Nicoli** DM Simons DA Sugden EF Sullivan DS Walker Board Audit A 4 8 8 8 8 8 8 3 8 8 8 8 B 4 8 8 7 8 8 8 3 8 8 8 8 A 2 – – 2 – 4 – 1 4 – – – B 2 – – 1 – 3 – – 4 – – – Nomination B A Option and Remuneration B A – 1 – – – – 1 – 1 – 1 – – 1 – – – – 1 – 1 – 1 – 1 – – 3 – 2 – – – 3 3 – 1 – – 3 – 2 – – – 2 3 – * Mr Corbett resigned from the Board on 11 February 2010. ** Mr Nicoli was appointed to the Board on 14 May 2010. *** Mr Hynes resigned from the Board on 3 December 2010. Column A indicates the number of scheduled meetings held during the period in which the Director was a member of the Board and/or committee. Column B indicates the number of scheduled meetings attended during the period in which the Director was a member of the Board and/or committee. Communication with Shareholders The Company has regular dialogue with institutional and major shareholders throughout the year, other than during close periods. All Directors are available to meet with such shareholders throughout the year. The Company also encourages communication with shareholders throughout the year and welcomes their participation at general meetings. The views of the shareholders and the market in general are communicated to the Board on a regular basis, as are expressed views on corporate governance and strategy, as well as the outcome of analyst and broker briefings. Analyst reports on the Company are also circulated to the Board members on a regular basis. The Group’s website, www.greencore.com, provides the full text of the Annual Reports, Interim Management Statements, Half Yearly Financial Reports and presentations to analysts and investors. These can be accessed through the Investor Relations section of the website. Stock Exchange announcements are also made available in the Investor Relations section of the website, after release to the Stock Exchange. Greencore Group plc Annual Report and Accounts 2010 39 All Board members attend the Annual General Meeting and are available to answer questions. Separate resolutions are proposed on substantially different issues, and the agenda of business to be conducted at the Annual General Meeting includes a resolution to receive and consider the Annual Report and Financial Statements. The chairmen of the Board’s committees are available at the Annual General Meeting. Notice of the Annual General Meeting, together with the Annual Report and Financial Statements, are sent to shareholders at least twenty working days before the meeting, and details of the proxy votes for and against each resolution and the number of abstentions are announced after each vote on a show of hands. Going Concern The Directors, after making enquiries, have a reasonable expectation that the Company, and the Group as a whole, have adequate resources to continue operating for the foreseeable future. For this reason, the going concern basis continues to be adopted in preparing the Financial Statements. Internal Control The Board has overall responsibility for the Group’s system of internal control, for reviewing its effectiveness and for confirming that there is a process for identifying, evaluating and managing the significant risks for the achievement of the Group’s strategic objectives. This process has been in place throughout the financial year up to the date of the approval of the Annual Report and Financial Statements, accords with the Turnbull guidance and is regularly reviewed by the Board. This system of internal control is designed to manage rather than eliminate the risk of failure to achieve business objectives and can only provide reasonable and not absolute assurance against material misstatement or loss. The systems involve the Board considering the following: • • • • • the nature and extent of the risks facing the Group; the extent and categories of risks it regards as acceptable for the Group to bear; the likelihood of the risk concerned materialising; the Group’s ability to reduce the incidence and impact on its business of risks that do materialise; and the costs of operating particular controls relative to the benefits thereby obtained in managing related risks. The risks faced by the Group are reviewed regularly with management and with the Board’s Audit Committee whose terms of reference require it to conduct an annual assessment and make a report to the Board on (a) the nature and extent of the significant risks facing the Group, (b) the design, operation and monitoring by management of internal control systems and the adequacy and frequency of reports from management to the Board, and (c) whether they give a balanced assessment of the significant risks and the effectiveness of the system of internal control in managing those risks. The key elements of the system are as follows: • • • • • • • the Corporate Manual, which includes a statement of corporate values, is distributed throughout the Group; clearly defined organisation structures and lines of authority; corporate policies for financial reporting, treasury and financial risk management, information technology and security, project appraisal and corporate governance; annual budgets and three year business plans for all operating units, identifying key risks and opportunities; monitoring of performance against budgets and reporting thereon to the Directors on a regular basis; a Risk Management Group which reviews key business processes and controls; and an Audit Committee which approves plans and deals with significant control issues raised by internal or external audit. In order to ensure the necessary focus on the control environment, the Group has determined that it will incentivise the continuous improvement of the internal control environment so as to embed it within the organisation. Accordingly, these improvements form part of performance review of individuals. This includes managing directors as well as finance teams. In accordance with the process outlined above, the Board has satisfied itself on the effectiveness of the internal control systems in operation and it has approved the reporting lines to it to ensure the ongoing effectiveness of the internal controls and reporting structures. Finally, the Directors, through the use of appropriate procedures, systems and the employment of competent persons, have ensured that measures are in place to secure compliance with the Company’s obligation to keep proper books of account. The books of account are kept at the registered office of the Company. Compliance The Board is committed to maintaining high standards of Corporate Governance and supports the principles advocated by the 2008 Combined Code of Corporate Governance issued by the Financial Reporting Council (“the Code”) and in the period under review the Company complied with the Code provisions. O v e r v i e w B u s i n e s s R e v i e w C o r p o r a t e G o v e r n a n c e F i n a n c i a l S t a t e m e n t s 40 Greencore Group plc Annual Report and Accounts 2010 Report on Directors’ Remuneration The Option and Remuneration Committee The Option and Remuneration Committee of the Board consists of Non-Executive Directors of the Company. The terms of reference of the Option and Remuneration Committee include the determination of the remuneration packages for Executive Directors and senior management and recommendations on Non-Executive Directors’ fees. Further details are set out below and membership of the Committee is set out on page 33. Remuneration Policy The main aim of the Group’s remuneration policy is to pay the Executive Directors competitively taking into consideration the remuneration practices of other international companies of similar size and scope, the current economic climate and the need to ensure that Directors are appropriately remunerated and motivated to perform in the best interests of shareholders. The Option and Remuneration Committee obtains external advice on remuneration in comparable companies, as necessary, and has given full consideration to Schedule A to the Code. The main elements of the remuneration package for Executive Directors are basic salary and benefits, a performance related annual bonus, a deferred bonus plan, pension benefits and participation in a share option plan. Mercer Human Resource Consulting Limited (Mercer) was appointed as remuneration advisors to the Committee in 2006. Mercer provides advice on remuneration policy and philosophy, benchmarking exercises for executive Directors, and remuneration packages based on current market trends, and has been retained to review pension arrangements for Senior Executives in light of the Board’s decision to close all defined benefit arrangements to future accrual. Mercer, separately, through its retirement business, provides administration, consulting and actuarial services in relation to the various occupational pension schemes sponsored by the Group. The Option and Remuneration Committee does not consider there to be any conflict of interest in Mercer acting both for the Group and the pension trustees. In addition Deloitte was appointed during the financial year to undertake a review of executive remuneration arrangements, to ensure that such arrangements are effectively structured to retain key management. Deloitte separately provide tax services and the Option and Remuneration Committee do not consider there to be any conflict of interest in this regard. Basic Salary The salaries of Executive Directors are reviewed annually having regard to the job size, responsibility levels, personal and Group performance and competitive market practice. Performance Related Annual Bonus and Deferred Bonus Plan The following principles have been adopted as a framework for evaluating changes to executive remuneration. The remuneration arrangements for Executive Directors are designed: • • • • to support the business strategy; to align the financial interests of executives and shareholders; to provide market competitive reward opportunities for performance in line with expectations; and to have competitive compensation packages to attract and retain managers of the highest calibre. The annual performance related bonus scheme ensures that: • • • budgeted performance targets are clearly defined and stretching; the maximum annual performance-related bonuses are competitive with peer group companies of the Group; and 75% of performance targets are weighted towards financial targets with a 25% weighting for personal and strategic goals. The current incentive plan for Senior Executives operates by deferring half the annual bonus earned into Company shares calculated at market value, to be held by a trustee for the benefit of individual participants for three years without any additional performance requirements or matching. The shares vest after three years but will be forfeited should an executive voluntarily leave the Group within the three year time period subject to normal “good leaver” provisions. Greencore Group plc Annual Report and Accounts 2010 41 The rationale for implementing this type of plan includes the retention of key executives, aligning pay with short-term performance, simplifying the current arrangements and aligning executives’ interests with shareholders’ interests through deferral of part of the bonus into shares. Not all eligible executives will necessarily receive an award in any single year and no executive will receive awards from the option plan in the same year as they receive the benefit of a deferred bonus. The incentive plan for senior executives was adopted by the Board for the financial year ended 26 September 2008 and subsequent financial years. Performance Share Plan At the Annual General Meeting in 2004, shareholders approved the introduction of a new long-term incentive scheme for senior executives described as a Performance Share Plan (“the Plan”). The Plan is for senior executives who are best placed to maximise shareholder value and operates on the basis of the making of conditional share awards using Greencore shares as the underlying unit of value. In the financial year to 24 September 2010, no conditional awards were made to any executive. Share Option Schemes The Group operates share option and sharesave schemes that are based on approvals by shareholders in 1991, 1994 and 2001. It is Group policy to grant options under the Share Option Scheme to key executives across the Group to encourage identification with shareholders’ interests. Options have been granted to some 260 executives to date. Non-Executive Directors do not participate in the scheme. Under the 1991 and 1994 schemes, basic options cannot be exercised before the expiration of three years from the date of grant and then only if the Company’s earnings per share has grown, over three years, at least to the same extent as the growth in the Consumer Price Index (CPI) over the same period. Second tier options cannot be exercised before the expiration of five years from the date of grant, and only then if the Company’s earnings per share growth over five years has been such as to place the Company in the top quartile of companies listed on the Irish Stock Exchange by reference to growth in earnings per share over the same period. A further provision is that second tier options shall be exercisable if the Company’s earnings per share growth over the relevant period are greater by not less than 10% on an annualised basis than the increase in the CPI over that period. Under the 2001 scheme, basic options can only be exercised where there has been an increase in the earnings per share of the Company of at least the increase in the CPI over a three year period plus 5% compounded per annum and second tier options can only be exercised where: (i) there has been an increase in the earnings per share of the Company of at least the increase in the CPI over a five year period plus 10% compounded per annum; and (ii) the rate of increase in the earnings per share of the Company places it at the top quartile of a table of growth rates of earnings per share of comparative companies over that period. In the financial year to 24 September 2010 no second tier option grants were awarded to any executive and currently there are no such options outstanding. The Group encourages eligible employees to save in order to buy shares in the Company. The sharesave schemes provide a means of saving and give employees the opportunity to become shareholders. To date, approximately 3,000 employees have been granted options under the sharesave schemes. O v e r v i e w B u s i n e s s R e v i e w C o r p o r a t e G o v e r n a n c e F i n a n c i a l S t a t e m e n t s 42 Greencore Group plc Annual Report and Accounts 2010 Report on Directors’ Remuneration (continued) Directors’ and Company Secretary’s Share Interests The beneficial interests of the Directors and Group Company Secretary (including their respective family interests) who held office at 24 September 2010 in the share capital of the Company were as follows: Directors PF Coveney GP Doherty JT Herlihy AM Hynes PG Kennedy PA McCann EL Nicoli DM Simons DA Sugden EF Sullivan DS Walker Group Company Secretary C O’Leary Ordinary Shares At 24/09/2010 404,500 37,000 – 58,798 17,701 42,000 – 50,000 17,500 22,365 56,623 At 25/09/2009 (Or date of appointment if later) 404,500 37,000 – – 58,798 10,000 42,000 50,000 17,500 22,365 56,623 – – Following the year end, Mr Tony Hynes acquired 730 ordinary shares in the capital of the Company and Ms Di Walker acquired 1,059 ordinary shares in the capital of the Company. On 4 December 2010, Mr Patrick Coveney, Mr Geoff Doherty and Mr Tony Hynes received 109,342 ordinary shares, 85,910 ordinary shares and 113,847 ordinary shares respectively under the Deferred Bonus Plan Awards scheme. There were no other changes in the interests of Directors and the Group Company Secretary between 24 September 2010 and 9 December 2010. The Directors and Group Company Secretary have no beneficial interests in any of the Group’s subsidiary or associated undertakings. Deferred Bonus Plan Awards Executive Directors PF Coveney GP Doherty AM Hynes DS Walker Group Company Secretary C O’Leary Initial allocation of shares 382,096 491,522 687,988 245,633 315,978 161,572 239,239 271,156 125,257 170,525 273,661 63,462 Market price on award date ¤ 0.916 1.38 1.30 0.916 1.38 0.916 1.38 1.30 0.85 1.38 1.30 1.30 Holding period 03/12/2008 – 03/12/2011 01/12/2009 – 01/12/2012 01/12/2010 – 01/12/2013 03/12/2008 – 03/12/2011 01/12/2009 – 01/12/2012 03/12/2008 – 03/12/2011 01/12/2009 – 01/12/2012 01/12/2010 – 01/12/2013 09/12/2008 – 09/12/2011 01/12/2009 – 01/12/2012 01/12/2010 – 01/12/2013 01/12/2010 – 01/12/2013 Greencore Group plc Annual Report and Accounts 2010 43 Directors’ and Company Secretary’s Share Options Details of movements on outstanding options over the Company’s ordinary share capital and those granted during the year are set out below. Outstanding options are exercisable on dates between 2010 and 2018: Number of Options PF Coveney Basic Sharesave GP Doherty Basic Sharesave AM Hynes Basic Sharesave DS Walker Basic Sharesave C O’Leary Basic Sharesave At start of year (Or date of appointment if later) Granted during year Exercised or lapsed during year At end of year Weighted average exercise price at 24 Sep 2010 420,000 20,880 350,000 20,880 500,000 – – – – – – – 150,000 – – 10,431 35,000 20,880 115,000 – – – – – – – – – – – 420,000 20,880 ¤3.41 ¤0.88 350,000 20,880 ¤3.21 ¤0.88 500,000 – ¤2.80 – 150,000 Stg£4.89 10,431 Stg £0.87 150,000 20,880 ¤1.61 ¤0.88 There were no changes in the interests of the Directors and the Group Company Secretary between 24 September 2010 and 9 December 2010. Share Options Options outstanding under the Company’s share option and sharesave schemes at 24 September 2010 amounted to 8,835,902 ordinary shares (2009: 8,214,433) made up as follows: Share option schemes Sharesave scheme Basic tier Ireland UK Pension Benefits No. of ordinary shares 6,070,000 256,055 2,509,847 8,835,902 Price range ¤0.80 – ¤4.89 ¤0.88 – ¤3.95 Stg£0.87 – Stg£3.01 Normal dates exercisable 2010 – 2019 2010 – 2015 2010 – 2017 Messrs. Coveney, Doherty and Hynes participated in the Greencore Group Pension Scheme (“the Greencore Scheme”) with different accrual rates. In the case of Mr Hynes his accrual rate was designed to provide one third of pensionable earnings at retirement and in the case of Messrs. Coveney and Doherty it provides one sixtieth for each year of pensionable service. The Greencore Scheme was closed to future accrual from 31 December 2009. Ms Walker is a member of the Hazlewood Foods Retirement Benefit Scheme (“HFRB”) which provides one sixtieth for each year of pensionable service subject to an earnings cap. The HFRB Scheme was closed with effect from 31 December 2009. O v e r v i e w B u s i n e s s R e v i e w C o r p o r a t e G o v e r n a n c e F i n a n c i a l S t a t e m e n t s 44 Greencore Group plc Annual Report and Accounts 2010 Report on Directors’ Remuneration (continued) Directors’ Pensions The following table sets out the pension benefits earned by Directors during the year together with the transfer value of the increases in accrued benefits under the Greencore Scheme and the HFRB Scheme. 2010 PF Coveney GP Doherty AM Hynes DS Walker 2009 PF Coveney GP Doherty AM Hynes DS Walker Increase in accrued benefits 24 September during the Accrued benefit at Value of increase in accrued pension – net of employee year contributions ¤’000 ¤’000 7 9 8 1 54 71 183 2 Increase in accrued benefits during the Value of increase in accrued pension – net of employee year contributions ¤’000 ¤’000 2010 ¤’000 54 67 158 12 Accrued benefit at 25 September 2009 ¤’000 47 58 150 11 15 7 21 1 102 43 446 1 The actuarial values set out above represent the standard value of increases in accrued benefits payable at and from normal retirement age in respect of each Executive Director (that being sixty years of age), net of the amount of that Director’s own contribution during the year. Each Executive Director has an independent pension trust into which the Group makes defined contributions. Directors’ Service Contracts No Executive Director has a service contract extending beyond twelve months. Each Executive Director is entitled to terminate his/her employment with thirty prior days notice at any time within six months after a change in control of the Company if the executive has reasonable grounds to contend that such change in control has resulted or will result in the diminution of his/her powers, duties or functions in relation to the Company. If the executive’s contract is terminated in those circumstances the executive can seek a payment from the Company in settlement of all and any claims arising in those circumstances. The amount of the payment (subject to deduction of income tax) will be equal to the sum total of the basic salary and the bonus paid to the executive in the calendar year immediately preceding such termination. The Non-Executive Directors do not have service contracts but have letters of appointment. Greencore Group plc Annual Report and Accounts 2010 45 Directors’ Remuneration for the Year Ended 24 September 2010 Executive Directors PF Coveney GP Doherty AM Hynes**** DS Walker Non-executive Directors EF Sullivan GMN Corbett** JT Herlihy PG Kennedy PA McCann EL Nicoli*** DM Simons DA Sugden Total remuneration Fees ordinary ¤’000 Fees special ¤’000 Basic Pension salary contributions ¤’000 ¤’000 Other Performance bonus ¤’000 benefits* ¤’000 – – – – 50 20 48 48 48 18 48 48 328 328 – – – – 151 5 6 6 12 4 12 5 201 201 678 436 365 345 1,824 209 148 77 71 505 – – – – – – – – – – – – – – – – – – 48 41 36 40 165 – – – – – – – – – 644 414 345 667 – – – – – – – – – 1,824 505 165 2,070 2010 Total ¤’000 1,579 1,039 823 1,123 2009 Total ¤’000 1,163 757 609 414 201 25 54 54 60 22 60 53 529 5,093 208 62 27 43 68 – 62 62 532 3,475 2,070 4,564 2,943 Other benefits refer to health insurance, benefit in kind or car allowances. * * * Mr Corbett resigned as a Director on 11 February 2010. *** Mr Nicoli was appointed as a Director on 14 May 2010. **** Mr Hynes resigned as a Director on 3 December 2010. Share-Based Payments In addition to the above, the Executive Directors receive share options and Deferred Bonus Share awards. Full details of Directors’ share options are outlined on pages 41 to 43 of this Report. The related expense recognised in the Income Statement in the year, calculated in accordance with IFRS 2 Share-Based Payment in respect of options issued to Executive Directors under the Group Share Option Schemes and Sharesave Schemes, totalled ¤0.038 million (2009: ¤0.033 million). Full details of Deferred Bonus Plan Awards are outlined on pages 40 to 42 of this Report. The related expense recognised in the Income Statement in the year totalled ¤1.203 million (2009: ¤0.442 million). Average Number of Directors Average number of Executive Directors Average number of Non-Executive Directors 2010 2009 4 4 7 7 11 11 O v e r v i e w B u s i n e s s R e v i e w C o r p o r a t e G o v e r n a n c e F i n a n c i a l S t a t e m e n t s 46 Greencore Group plc Annual Report and Accounts 2010 Statement of Directors’ Responsibilities The Directors are responsible for preparing the annual report and Financial Statements in accordance with applicable laws and regulations. Irish company law requires the Directors to prepare Financial Statements for each financial year which give a true and fair view of the state of affairs of the Company and of the Group and of the profit or loss of the Group for that period. The Directors have prepared the Group Financial Statements in accordance with International Financial Reporting Standards as adopted by the European Union. The Directors have elected to prepare the Company Financial Statements in accordance with Generally Accepted Accounting Practice in Ireland (Irish GAAP), comprising the financial reporting standards issued by the Accounting Standards Board and published by the Institute of Chartered Accountants in Ireland together with the Companies Acts, 1963 to 2009. In preparing these Group Financial Statements the Directors are required to: • • • select suitable accounting policies and apply them consistently; make judgements and estimates that are reasonable and prudent; comply with applicable International Financial Reporting Standards as adopted by the European Union, subject to any material departures disclosed and explained in the Financial Statements; and • prepare the Financial Statements on the going concern basis, unless it is inappropriate to presume that the Group will continue in business. The Directors are also required by the Transparency (Directive 2004/109/EC) Regulations 2007 and the Interim Transparency Rules of the Irish Financial Services Regulations Authority to include a management report containing a fair review of the business and a description of the principal risks and uncertainties facing the Group. The Directors confirm that they have complied with the above requirements in preparing the Annual Report. The Directors are responsible for keeping proper books of account which disclose with reasonable accuracy at any time the financial position of the Company, and which enable them to ensure that the Financial Statements of the Group are prepared in accordance with applicable International Financial Reporting Standards as adopted by the European Union and comply with the provisions of the Companies Acts, 1963 to 2009, and Article 4 of the European Communities (International Financial Reporting Standards and Miscellaneous Amendments) Regulations 2005 (the “IAS Regulation”). They are also responsible for safeguarding the assets of the Company and the Group, and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The Directors are responsible for the maintenance and integrity of the website (www.greencore.com). Legislation in Ireland concerning the preparation and dissemination of Financial Statements may differ from legislation in other jurisdictions. Regulation 21 of SI 255/2006 “EC (Takeover Directive) Regulations 2006” For the purpose of Regulation 21 of SI 255/2006 “EC (Takeover Directive) Regulations 2006”, the information given under the following headings on pages 34 (Share Capital), 35 (Directors), 35 (Significant Shareholdings), 40 (Performance Related Annual Bonus and Deferred Bonus Plan), 41 (Performance Share Plan), 41 (Share Option Schemes), 42 (Directors’ and Company Secretary’s Share Interests), 43 (Share Options), 44 (Directors’ Service Contracts) and 45 (Share-Based Payments) are deemed to be incorporated in this part of the Directors’ Report. SI 277/2007 Transparency (Directive 2004/109/EC) Regulations 2007 As required by Statutory Instrument 277/2007 Transparency (Directive 2004/109/EC) Regulations 2007 the following sections of the Company’s Annual Report shall be treated as forming part of this report: 1. The Chairman’s Statement on pages 4 and 5 2. Divisional Review on pages 14 to 17 which includes a review of the external environment, key strategic aims and performance measures 3. Financial Review on pages 20 to 23 4. Principal risks and uncertainties on pages 24 and 25 5. Directors’ Corporate Governance Report on pages 37 to 39 6. Corporate Responsibility Review on pages 26 to 31 7. Directors’ Report on research and development on page 36 8. Details of Earnings per Ordinary Share on page 61 9. Details of shares re-purchased by the Company on page 100 10. Details of Derivative Financial Instruments on pages 88 to 93 Greencore Group plc Annual Report and Accounts 2010 47 SI 277/2007 Transparency (Directive 2004/109/EC) Regulations 2007 (continued) The Directors confirm that to the best of their knowledge, the Annual Report and the Group Financial Statements, prepared in accordance with applicable law and International Financial Reporting Standards as adopted by the EU, give, as at 24 September 2010: • • give a true and fair view of the assets, liabilities, financial position and the profit and loss of the Company and the undertakings included in the consolidation; include, taken as a whole, a fair review of the development and performance of the business and the position of the Company, and the undertakings included in the consolidation; and • give a description of the principal risks and uncertainties that they face. On behalf of the Board EF Sullivan Director Dublin 9 December 2010 GP Doherty Director O v e r v i e w B u s i n e s s R e v i e w C o r p o r a t e G o v e r n a n c e F i n a n c i a l S t a t e m e n t s 48 Greencore Group plc Annual Report and Accounts 2010 Independent Auditor’s Report to the members of Greencore Group plc We have audited the Group and Company financial statements (the ‘‘Financial Statements’’) of Greencore Group plc for the year ended 24 September 2010 which comprise the Group Income Statement, the Group Statement of Recognised Income and Expense, the Group and Company Balance Sheets, the Group Cash Flow Statement, the Group Statement of Changes in Equity, the Group and Company Statements of Accounting Policies and the related notes. These financial statements have been prepared under the accounting policies set out therein. This report is made solely to the Company’s members, as a body, in accordance with Section 193 of the Companies Act 1990. 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. Respective Responsibilities of Directors and Auditor The directors’ responsibilities for preparing the Annual Report and the Group Financial Statements in accordance with applicable law and International Financial Reporting Standards (IFRSs) as adopted by the EU, and for preparing the Company Financial Statements in accordance with applicable Irish law and the accounting standards issued by the Accounting Standards Board and promulgated by Chartered Accountants Ireland (Generally Accepted Accounting Practice in Ireland) are set out in the Statement of Directors’ Responsibilities on pages 46 and 47. Our responsibility is to audit the Financial Statements in accordance with relevant legal and regulatory requirements and International Standards on Auditing (UK and Ireland). We report to you our opinion as to whether the Group financial statements give a true and fair view in accordance with IFRSs as adopted by the EU, and have been properly prepared in accordance with the Companies Acts 1963 to 2009 and Article 4 of the IAS Regulation and whether, in addition, the Company Financial Statements give a true and fair view in accordance with Generally Accepted Accounting Practice in Ireland and have been properly prepared in accordance with the Companies Acts 1963 to 2009. We also report to you our opinion as to whether proper books of account have been kept by the Company; whether at the balance sheet date, there exists a financial situation requiring the convening of an extraordinary general meeting of the Company; and whether the information given in the Directors’ Report is consistent with the financial statements. In addition, we state whether we have obtained all the information and explanations necessary for the purposes of our audit and whether the Company Balance Sheet is in agreement with the books of account. We also report to you if, in our opinion, any information specified by law or the Listing Rules of the Irish Stock Exchange regarding directors’ remuneration and directors’ transactions is not disclosed and, where practicable, include such information in our report. We review whether the Corporate Governance Report and the Report on Directors’ Remuneration reflect the Company’s compliance with the nine provisions of the 2008 FRC Combined Code specified for our review by the Listing Rules of the Irish Stock Exchange, and we report if it does not. We are not required to consider whether the Board’s statements on internal control cover all risks and controls, or form an opinion on the effectiveness of the Group’s corporate governance procedures or its risk and control procedures. We read the other information contained in the Annual Report and consider whether it is consistent with the audited financial statements. The other information comprises only the Directors’ Report, the Chairman’s Statement, the Chief Executive’s Review, the Divisional Review, the Financial Review, the Principal Risks and Uncertainties, the Corporate Responsibility Review, the Corporate Governance Report and the Report on Directors’ Remuneration. We consider the implications for our report if we become aware of any apparent misstatements or material inconsistencies with the financial statements. Our responsibilities do not extend to any other information. Basis of Audit Opinion We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements. It also includes an assessment of the significant estimates and judgements made by the directors in the preparation of the financial statements, and of whether the accounting policies are appropriate to the Group’s and Company’s circumstances, consistently applied and adequately disclosed. We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements. Greencore Group plc Annual Report and Accounts 2010 49 Opinion In our opinion: • • • the Group Financial Statements give a true and fair view, in accordance with IFRSs as adopted by the EU, of the state of the Group’s affairs as at 24 September 2010 and of its profit for the year then ended; the Company Financial Statements give a true and fair view, in accordance with Generally Accepted Accounting Practice in Ireland, of the state of the Company’s affairs as at 24 September 2010; the Group Financial Statements have been properly prepared in accordance with the Companies Acts 1963 to 2009 and Article 4 of the IAS Regulation; and • the Company Financial Statements have been properly prepared in accordance with the Companies Acts 1963 to 2009. Other Matters We have obtained all the information and explanations which we consider necessary for the purposes of our audit. In our opinion proper books of account have been kept by the Company. The Company Balance Sheet is in agreement with the books of account. In our opinion the information given in the Directors’ Report is consistent with the financial statements. The net assets of the Company, as stated in the Company Balance Sheet, are more than half of the amount of its called-up share capital and, in our opinion, on that basis there did not exist at 24 September 2010 a financial situation which under Section 40 (1) of the Companies (Amendment) Act, 1983 would require the convening of an extraordinary general meeting of the Company. Chartered Accountants Registered Auditor Dublin, Ireland 9 December 2010 O v e r v i e w B u s i n e s s R e v i e w C o r p o r a t e G o v e r n a n c e F i n a n c i a l S t a t e m e n t s 50 Greencore Group plc Annual Report and Accounts 2010 Group Statement of Accounting Policies year ended 24 September 2010 Statement of Compliance The Group Financial Statements of Greencore Group plc 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 Acts, 1963 to 2009, applicable to companies reporting under IFRS and Article 4 of the IAS Regulation. The accounting policies applied in the preparation of the Group Financial Statements for the year ended 24 September 2010 are set out below. The IFRS adopted by the EU and applied by the Group in the preparation of these Financial Statements are those that were effective for the accounting period ending 24 September 2010. Basis of Preparation The Group Financial Statements, which are presented in euro, rounded to the nearest thousand (unless otherwise stated), have been prepared under the historical cost convention, as modified by the measurement at fair value of certain financial assets and financial liabilities including available for sale financial assets and derivative financial instruments. The carrying values of recognised assets and liabilities that are hedged are adjusted to record the changes in the fair values attributable to the risks that are being hedged. Share options and share awards granted to employees are recognised at fair value at the date of grant. The accounting policies set out below have been applied consistently by all the Group’s subsidiaries and associates and have been consistently applied to all years presented, unless otherwise stated. The preparation of the Financial Statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, as well as the disclosure of contingent assets and liabilities at the balance sheet date 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 those estimates. The Financial Statements of the Group are prepared for a 52 week period ended 24 September 2010. Comparatives are for the 52 week period ended 25 September 2009. The Balance Sheets for 2010 and 2009 have been prepared as at 24 September 2010 and 25 September 2009 respectively. The profit attributable to equity shareholders dealt with in the Financial Statements of the Company was ¤6.442m (2009: ¤32.410m). In accordance with section 148(8) of the Companies Act, 1963 and section 7(1A) of the Companies Amendment Act, 1986, the Company is availing of the exemption from presenting its individual profit and loss account, which forms part of the approved Financial Statements, to the Annual General Meeting and from filing it with the Registrar of Companies. New Standards and Interpretations IFRS 8 Operating Segments has been applied for the first time in identifying the Group’s reportable segments in the preparation of the Group Financial Statements for the year ended 24 September 2010. This has resulted in a change to the reportable segments presented by the Group as set out in Note 1. The amendment to IAS 40 Investment Property (resulting from the 2008 Annual Improvements to IFRSs) has been applied for the first time in the preparation of the Group Financial Statements the year ended 24 September 2010. This amendment changed the scope of the standard to include property being constructed or developed for future use as investment property. As a result, the Group’s land subject to remediation has been reclassified to investment property as set out in Note 15. IFRS 3 Business Combinations (2008) has been applied for the first time in accounting for business combinations that occur after 26 September 2009. The change in accounting policy has been applied prospectively and did not have any significant impact on the Group Financial Statements as there were no business combinations during the year ended 24 September 2010. The adoption of the other new standards (as set out in the 2009 Annual Report) that became effective for the Group’s Financial Statements for the year ended 24 September 2010 did not have any significant impact on the Group Financial Statements. The following interpretations issued by the International Financial Reporting Interpretations Committee (IFRIC) are effective for the first time in the current financial year and have been adopted with no significant impact on the Group’s result for the period or financial position: IFRIC 15 IFRIC 16 IFRIC 17 IFRIC 18 Agreements for the Construction of Real Estate Hedges of a Net Investment in a Foreign Operation Distributions of Non-Cash Assets to Owners Transfers of Assets from Customers 1 January 2009 1 October 2008 1 July 2009 1 July 2009 Greencore Group plc Annual Report and Accounts 2010 51 The IASB and the IFRIC have issued the following standards and interpretations with an effective date after the date of the Group Financial Statements, which the Group has not early adopted: New/Revised International Financial Reporting Standards Effective Date – periods beginning on or after IFRS 2 IFRS 3 IFRS 5 IFRS 7 IFRS 8 IFRS 9 IAS 1 IAS 7 IAS 17 IAS 24 IAS 27 IAS 34 IAS 32 IAS 36 IAS 39 Share-Based Payments – Amendments relating to group cash-settled share-based payment transactions Business Combinations – Amendments resulting from 2010 Annual Improvements to IFRSs Non-Current Assets Held for Sale and Discontinued Operations – Amendments resulting from 2009 Annual Improvements to IFRSs Financial Instruments: Disclosures – Amendments resulting from 2010 Annual Improvements to IFRSs – Amendments enhancing disclosures about transfers of financial assets Operating Segments – Amendments resulting from 2009 Annual Improvements to IFRSs Financial Instruments: Classification and Measurement (Not yet adopted by the EU) Presentation of Financial Statements – Amendments resulting from 2009 Annual Improvements to IFRSs – Amendments resulting from 2010 Annual Improvements to IFRSs Statement of Cash Flows – Amendments resulting from 2009 Annual Improvements to IFRSs Leases – Amendments resulting from 2009 Annual Improvements to IFRSs Related Party Disclosures – Revised definition of related parties Consolidated and Separate Financial Statements – Amendments resulting from 2010 Annual Improvements to IFRSs Interim Financial Reporting – Amendments resulting from 2010 Annual Improvements to IFRSs Financial Instruments: Presentation – amendments – Amendments relating to classification of rights issues Impairment of Assets – Amendments resulting from 2009 Annual Improvements to IFRSs Financial Instruments: Recognition and Measurement – amendments – Amendments resulting from 2009 Annual Improvements to IFRSs New/Revised International Financial Reporting Interpretations Committee (IFRIC) IFRIC 13 IFRIC 14 IFRIC 19 Customer Loyalty Programmes – Amendments resulting from 2010 Annual Improvements to IFRSs Amendments to IAS 19 – The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction Extinguishing Financial Liabilities with Equity Instruments (Not yet adopted by the EU) 1 January 2010 1 July 2010 1 January 2010 1 January 2011 1 July 2011 1 January 2010 1 January 2013 1 January 2010 1 January 2011 1 January 2010 1 January 2010 1 January 2011 1 July 2010 1 January 2011 1 February 2010 1 January 2010 1 January 2010 1 January 2011 1 January 2011 1 July 2010 The Directors anticipate that the adoption of the above standards and interpretations issued by the IASB or the IFRIC will not have a material impact on the Group Financial Statements. O v e r v i e w B u s i n e s s R e v i e w C o r p o r a t e G o v e r n a n c e F i n a n c i a l S t a t e m e n t s 52 Greencore Group plc Annual Report and Accounts 2010 Group Statement of Accounting Policies year ended 24 September 2010 (continued) Basis of consolidation The Group Financial Statements comprise the Financial Statements of the parent undertaking and its subsidiary undertakings, together with the Group’s share of the results of associated undertakings. Subsidiaries Subsidiary undertakings are included in the Group Financial Statements from the date on which control over the operating and financial policies is obtained, and cease to be consolidated from the date on which control is transferred out of the Group. Control exists when the Group has the power, directly or indirectly, to govern the financial and operating policies of an entity so as to obtain economic benefits from its activities. The existence and effect of potential voting rights that are currently exercisable or convertible are considered in determining the existence or otherwise of control. All inter-group transactions, balances and unrealised gains on transactions between Group undertakings are eliminated on consolidation. Unrealised losses are also eliminated except where they provide evidence of impairment. Associates An associate is an enterprise over which the Group is in a position to exercise significant influence through participation in the financial and operating policy decisions of the investee, but which is not a subsidiary or a jointly controlled entity. The Group’s share of the results, assets and liabilities of an associate are included in the Financial Statements using the equity method of accounting. Under the equity method of accounting, the investment in the associate is carried in the Balance Sheet at cost plus post-acquisition changes in the Group’s share of net assets of the associate, less distributions received, less any impairments in the value of the investment. The Group Income Statement reflects the Group’s share of the results after tax of the associate. The Group Statement of Recognised Income and Expense reflects the Group’s share of any income and expense recognised by the associate outside of profit or loss. Unrealised gains on the sale of assets between the Group and its associates are eliminated to the extent of the Group’s interest in the associate. Such gains are deducted from the Group’s equity, carried as deferred income and released to the Group Income Statement over the same period as depreciation is charged. Unrealised losses are also eliminated, unless the transaction provides evidence of an impairment of the asset transferred. When the Group’s share of losses of an associate equals or exceeds its interest in the associate, the Group does not recognise further losses unless the Group has incurred obligations or made payments on behalf of the associate. The Group ceases to use the equity method of accounting on the date from which it no longer has significant influence over the associate, or when the interest becomes held for sale. Revenue Recognition Revenue represents the fair value of the sale of goods and rendering of services to external customers, net of trade discounts and value added tax in the ordinary course of the Group’s activities. Revenue from the sale of goods is recognised when significant risks and rewards of ownership of the goods are transferred to the buyer, it is probable that the economic benefits will flow to the Group and the amount of revenue can be measured reliably, which generally arises on delivery or in accordance with specific terms and conditions agreed with customers. Revenue from the rendering of services is recognised in the period in which the services are rendered on the basis of services provided. Property, Plant and Equipment Property, plant and equipment is shown at cost less depreciation and any impairments. The cost of property, plant and equipment comprises its purchase price and any directly attributable costs. Depreciation is provided so as to write off the cost less residual value of each item of property, plant and equipment during its expected useful life using the straight line method over the following periods: Freehold and long leasehold buildings Plant, machinery, equipment, fixtures and fittings Freehold land is not depreciated 40 – 50 years 3 – 25 years Useful lives and residual values are reassessed annually. Subsequent costs incurred relating to specific assets are included in an 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. All other costs are charged to the Income Statement during the financial period in which they are incurred. The carrying amounts of property, plant and equipment are reviewed for impairment when events or changes in circumstances indicate that the carrying amounts may not be recoverable. When the carrying amount exceeds the estimated recoverable amount, the assets are written down to their recoverable amount. Greencore Group plc Annual Report and Accounts 2010 53 The recoverable amount of property, plant and equipment is the greater of fair value less costs to sell and value in use. In assessing value in use, estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Impairment losses are recognised in the Income Statement. An assessment is made at each reporting date as to whether there is any indication that previously recognised impairment losses may no longer exist or may have decreased. If such indication exists, the recoverable amount is estimated. A previously recognised impairment loss is reversed only if there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognised. If that is the case, the carrying amount of the asset is increased to its recoverable amount. That increased amount cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal is recognised in the Income Statement. Following the recognition or reversal 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. Gains or losses on the disposal of property, plant and equipment represent the difference between the net proceeds and the carrying value at the date of sale. Assets Held Under Leases Finance Leases Leases of property, plant and equipment, where the Group retains substantially all the risks and rewards of ownership are classified as finance leases. Finance leases are capitalised at the inception of the lease at the lower of the fair value of the leased item and the present value of the minimum lease payments. Each lease payment is allocated between the liability and finance charges so as to achieve a constant interest charge on the finance balance outstanding. The corresponding rental obligations, net of finance charges, are included in interest-bearing loans and borrowings, allocated between current and non-current as appropriate. The interest element of the finance cost is charged to the Income Statement over the lease period. Assets held under finance leases are depreciated over the shorter of their expected useful lives or the lease term, taking into account the time period over which benefits from the leased assets are expected to accrue to the Group. Operating Leases Leases, where a significant portion of the risks and rewards of ownership are retained by the lessor, are classified as operating leases. Payments made under operating leases, net of incentives received from the lessor, are charged to the Income Statement on a straight line basis over the period of the lease. Income earned from operating leases is credited to the Income Statement when earned. Business Combinations Acquisitions on or after 26 September 2009 The purchase method of accounting is used in accounting for the acquisition of businesses. In accordance with IFRS 3 Business Combinations, the cost of a business combination is measured as the aggregate of the fair values at the date of exchange of assets given and liabilities incurred or assumed in exchange for control. The assets, liabilities and contingent liabilities of the acquired entity are measured at their fair values at the date of acquisition. When the initial accounting for a business combination is determined provisionally, any adjustments to the provisional values allocated are made within twelve months of the acquisition date and are effected prospectively from the date of acquisition. Where a business combination agreement provides for an adjustment to the cost of a business acquired contingent on future events, the Group accrues the probable amount of any additional consideration payable in the cost of the acquisition as a liability at the acquisition date where this can be measured reliably. This amount is reassessed at each subsequent balance sheet date with any adjustments to the liability recognised in the Income Statement. To the extent that deferred purchase consideration and earn-out obligations are payable after one year from the date of acquisition, they are discounted at an appropriate interest rate and, accordingly, are carried at net present value in the Group Balance Sheet. An appropriate interest charge, at a constant interest rate on the carrying amount, adjusted to reflect material conditions, is reflected in the Income Statement over the earn-out period, increasing the value of the provision so that the obligation will reflect its settlement value at the time of maturity. Acquisitions on or before 25 September 2009 Where a business combination occurred on or before 25 September 2009 and the business combination agreement provides for an adjustment to the cost of a business acquired contingent on future events, the Group accrued the probable amount of any additional consideration payable in the cost of the acquisition as a liability at the acquisition date where this could be measured reliably. This amount is reassessed at each subsequent balance sheet date with any adjustments to the liability accounted for as adjustments to the cost of the acquisition and reflected in goodwill. O v e r v i e w B u s i n e s s R e v i e w C o r p o r a t e G o v e r n a n c e F i n a n c i a l S t a t e m e n t s 54 Greencore Group plc Annual Report and Accounts 2010 Group Statement of Accounting Policies year ended 24 September 2010 (continued) Goodwill Acquisitions on or after 26 September 2009 Goodwill represents the excess of the cost of an acquisition over the fair value of the Group’s share of the identifiable net assets of the acquired subsidiary at the date of acquisition. Any excess of the fair value of the net assets acquired over the cost of the acquisition (i.e. discount on acquisition) is credited to the Income Statement in the period of acquisition. Acquisitions on or before 25 September 2009 Goodwill represents the excess of the cost of an acquisition over the fair value of the Group’s share of the identifiable net assets of the acquired subsidiary at the date of acquisition. Any excess of the fair value of the net assets acquired over the cost of the acquisition (i.e. discount on acquisition) is credited to the Income Statement in the period of acquisition. Transaction costs, other than those associated with the issue of debt or equity securities, that the Group incurred in connection with business combinations were capitalised as part of the cost of acquisition. Subsequent Measurement Following initial recognition, goodwill is measured at cost less any accumulated impairment losses. On acquisition, goodwill is allocated to cash- generating units expected to benefit from the combination’s synergies. Goodwill is tested annually for impairment or more frequently if events or changes in circumstances indicate that the carrying value may be impaired. Any impairment is recognised immediately in the Income Statement. Goodwill arising on investments in associates is included in the carrying amount of the investment and any impairment of the goodwill is included in income from associates. Acquisition Related Intangible Assets An intangible asset, which is an identifiable non-monetary asset without physical substance, is capitalised separately from goodwill as part of a business combination to the extent that it is probable that the expected future economic benefits attributable to the asset will accrue to the Group and that its fair value can be measured reliably. The asset is deemed to be identifiable when it is separable (i.e. capable of being divided from the entity and sold, transferred, licensed, rented or exchanged, either individually or together with a related contract, asset or liability) or when it arises from contractual or other legal rights, regardless of whether those rights are transferable or separable from the Group or from other rights and obligations. Subsequent to initial recognition, intangible assets are carried at cost less any accumulated amortisation and any accumulated impairment losses. The carrying amounts of definite-lived intangible assets are reviewed for indicators of impairment at each reporting date and are subject to impairment testing when events or changes in circumstances indicate that the carrying values may not be recoverable. Any impairment charge is taken to the Income Statement. The amortisation of intangible assets is calculated to write off the book value of definite-lived intangible assets over their useful lives on a straight line basis on the assumption of zero residual value. Customer related intangible assets are amortised over periods ranging from twelve to fifteen years. Non-customer related intangible assets, such as brands, are amortised over periods between three and ten years. Computer Software Costs incurred on the acquisition of computer software and software licences are capitalised. Other costs directly associated with developing and maintaining computer software programmes are capitalised once the recognition criteria set out in IAS 38 Intangible Assets are met. Computer software is amortised over five years. Investments Financial fixed assets (other than cash equivalents, loans and receivables and derivatives) are classified as available for sale and are initially recognised at fair value, and fair valued at each balance sheet date. Unrealised gains and losses arising from changes in the fair value of investments classified as available for sale are recognised within equity in the available for sale investment reserve. When such investments are sold or impaired, the accumulated fair value adjustments are included in the Income Statement within finance income or costs as gains or losses from investments. Impairments are recognised in finance costs when a diminution in value is deemed to be significant and prolonged. Available for sale financial assets are classified as non-current assets, unless they are expected to be realised within twelve months of the balance sheet date. Greencore Group plc Annual Report and Accounts 2010 55 Investment Property Investment property is shown at cost less depreciation and any impairment. The cost of investment property comprises its purchase price and any costs directly attributable to bringing it into working condition for its intended use. Investment property is depreciated so as to write off the cost, less residual value, on a straight-line basis over the expected life of each property. Freehold buildings held as investment property are depreciated over their expected useful life, normally assumed to be 40-50 years. Freehold land is not depreciated. Rental income arising on investment property is accounted for on a straight-line basis over the lease term of the ongoing leases and is recognised within other income. In relation to the recognition of income on the disposal of property, income is recognised when there is an unconditional exchange of contracts, or when all necessary terms and conditions have been fulfilled. Discontinued Operations and Non-Current Assets Held for Sale A discontinued operation is a component of an entity that either has been disposed of, abandoned, or is classified as held for sale and: • • • represents a separate major line of business or geographical area of operation; or is part of a single coordinated plan to dispose of a separate major line of business or geographical area of operation; or is a subsidiary acquired exclusively with a view to resale. Classification as a discontinued operation occurs upon disposal, abandonment, or when the operations meet the criteria to be classified as held for sale. Non-current assets and disposal groups classified as held for sale are measured at the lower of the carrying amount and the fair value less costs to sell. Non-current assets and disposal groups are classified as held for sale if their carrying amounts will be recovered through a sale transaction rather than continued use. This condition is regarded as satisfied only when the sale is highly probable and the asset or disposal group is available for immediate sale in its present condition. Management must be committed to the sale, which should be expected to qualify for recognition as a completed sale within one year of the date of classification. Property, plant and equipment and intangible assets once classified as held for sale are not depreciated or amortised. Inventories Inventories are valued at the lower of cost and net realisable value. Cost is calculated based on first-in, first-out (FIFO) or weighted average as appropriate. Cost includes raw materials, direct labour expenses and related production and other overheads. Net realisable value is the estimated selling price, in the ordinary course of business, less costs to completion and appropriate selling and distribution expenses. Trade and Other Receivables Trade and other receivables are initially recognised at fair value and subsequently carried net of provision for impairment. A provision is made when there is objective evidence that the Group will be unable to recover balances in full. Balances are written off when the probability of recovery is assessed as being remote. Any trade and other receivables included in non-current assets are carried at amortised cost (i.e. adjusted for the time value of money). Cash and Cash Equivalents Cash and cash equivalents are initially recognised at fair value and subsequently carried at amortised cost. Cash and cash equivalents include cash in hand, deposits held on call with banks and other short-term highly liquid investments that are readily convertible to known amounts of cash, are subject to insignificant risk of changes in value and have an original maturity of three months or less. Trade and Other Payables Trade and other payables are initially recorded at fair value and subsequently at the higher of cost or payment or settlement amounts. Where the time value of money is material, payables are carried at amortised cost. O v e r v i e w B u s i n e s s R e v i e w C o r p o r a t e G o v e r n a n c e F i n a n c i a l S t a t e m e n t s 56 Greencore Group plc Annual Report and Accounts 2010 Group Statement of Accounting Policies year ended 24 September 2010 (continued) Provisions Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligation as a whole. A provision is recognised even if the likelihood of an outflow with respect to any one item included in the same class of obligation may be small. Where the Group expects some or all of a provision to be reimbursed, the reimbursement is recognised as a separate asset, but only when the reimbursement is virtually certain. The expense relating to any provision is presented in the Income Statement net of any reimbursement. A contingent liability is disclosed where the existence of an obligation will only be confirmed by future events, 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. Borrowings All loans and borrowings are initially recognised at cost, being the fair value of the proceeds net of issue costs associated with the borrowing. After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the effective interest method. Amortised cost is calculated by taking into account any issue costs and any discount or premium on settlement. Gains and losses arising on the settlement or cancellation of liabilities are recognised in finance income and finance costs as appropriate. Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least twelve months after the balance sheet date. Finance Income and Expense Finance income comprises interest income on funds invested (including available for sale financial assets), dividend income, gains on the disposal of available for sale financial assets, changes in the fair value of financial assets at fair value through profit or loss and gains on hedging instruments that are recognised in profit or loss. Interest income is recognised as it accrues in profit or loss, using the effective interest method. Dividend income is recognised in profit or loss on the date that the Group’s right to receive payment is established. Finance expense comprises interest expense on borrowings, unwinding of the discount on liabilities, impairment losses recognised on financial assets and losses on hedging instruments that are recognised in profit or loss. All borrowing costs are recognised in profit or loss using the effective interest method. Derecognition of Financial Assets and Liabilities Financial Assets A financial asset is derecognised when the Group no longer controls the contractual rights that comprise the financial asset, which is normally the case when the asset is sold or the rights to receive cash flows from the asset have expired, and the Group has not retained substantially all risks and rewards of ownership and has transferred control of the asset. Financial Liabilities A financial liability is derecognised when the obligation under the liability is discharged, cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability, and the recognition of a new liability with the result that the difference in the respective carrying amounts, together with any costs or fees incurred, is recognised in the Income Statement. Derivative Financial Instruments The activities of the Group expose it to the financial risks of changes in foreign exchange rates and interest rates. The Group uses derivative financial instruments such as forward foreign exchange contracts and interest rate swap agreements to hedge these exposures. Derivative financial instruments are initially recognised at fair value on the date a derivative contract is entered into and are subsequently remeasured at fair value. Greencore Group plc Annual Report and Accounts 2010 57 Derivatives are carried as assets when the fair value is positive and as liabilities when the fair value is negative. Derivative instruments which are not designated as effective hedging instruments (i.e. trading derivatives) are classified as a current asset or liability regardless of maturity. 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 twelve months and as a current asset or liability if the maturity of the hedged item is less than twelve months. The fair value of derivative instruments is determined by using valuation techniques. The Group uses its judgement to select the most appropriate valuation methods and makes assumptions that are mainly based on market conditions existing at the balance sheet date. For those derivatives designated as hedges and for which hedge accounting is desired, the hedging relationship is documented at its inception. This documentation identifies the hedging instrument, the hedged item or transaction, the nature of the risk being hedged and how hedge effectiveness will be measured throughout its duration. Such hedges are expected at inception to be highly effective in offsetting changes in fair values or cash flows of hedged items. For the purposes of hedge accounting, derivatives are classified as: • • • fair value hedges, when hedging the exposure of changes in the fair value of a recognised asset or liability; or cash flow hedges, when hedging the exposure to variability in cash flows that are either attributable to a particular risk associated with a recognised asset or liability, or a highly probable forecast transaction; or net investment hedges, when hedging the exposure to variability in foreign currency when translating investments in subsidiaries held in currencies other than the presentation currency of the Group. Any gains or losses arising from changes in the fair value of all other derivatives which are classified as held for trading are taken to the Income Statement and charged to finance income or expense. These may arise from derivatives for which hedge accounting is not applied because they are not designated as hedging instruments. The Group does not use derivatives for trading or speculative purposes. The treatment of gains and losses arising from remeasuring derivatives designated as hedging instruments depends on the nature of the hedging relationship, as follows: Fair Value Hedge In the case of fair value hedges which are designated and qualify for hedge accounting, any gain or loss arising from the remeasurement of the hedging instrument to fair value is reported in the Income Statement as finance costs. In addition, any fair value gain or loss attributable to the hedged risk is adjusted against the carrying amount of the hedged item and reflected in the Income Statement as finance costs. If the hedge no longer meets the criteria for hedge accounting, the adjustment to the carrying amount of the hedged item is amortised on an effective interest basis to the Income Statement with the objective of achieving full amortisation by maturity of the hedged item. Cash Flow Hedge Where a derivative financial instrument is designated as a hedge of the variability in cash flows of a recognised asset or liability, or a highly probable forecast transaction, the effective part of any gain or loss on the derivative financial instrument is recognised within equity in the hedging reserve, with the ineffective portion being reported in the Income Statement as finance costs. When a highly probable forecast transaction results in the recognition of a non-financial asset or liability, the cumulative gain or loss is removed from the hedging reserve in equity and included in the initial measurement of the non-financial asset or liability. Otherwise, the associated gains and losses that had previously been recognised within equity in the hedging reserve are transferred to the Income Statement as the cash flows of the hedged item impact the Income Statement. Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated, exercised, or no longer qualifies for hedge accounting. At that point in time, any cumulative gain or loss on the hedging instrument recognised within equity in the hedging reserve is kept in the hedging reserve until the forecast transaction occurs. If a hedged transaction is no longer anticipated to occur, the net cumulative gain or loss recognised within equity in the hedging reserve is transferred immediately to the Income Statement as finance costs. Net Investment Hedge Foreign currency differences arising on the retranslation of a financial liability designated as a hedge of a net investment in a foreign operation are recognised directly in equity in the foreign currency translation reserve, to the extent that the hedge is effective. To the extent that the hedge is ineffective, such differences are recognised in profit or loss. When the hedged part of a net investment is disposed of, the associated cumulative amount in equity is transferred to profit or loss as an adjustment to the profit or loss on disposal. O v e r v i e w B u s i n e s s R e v i e w C o r p o r a t e G o v e r n a n c e F i n a n c i a l S t a t e m e n t s 58 Greencore Group plc Annual Report and Accounts 2010 Group Statement of Accounting Policies year ended 24 September 2010 (continued) Taxation Current tax represents the expected tax payable on the taxable income for the year, using tax rates and tax laws enacted or substantially enacted at the balance sheet date, along with any adjustment to tax payable in respect of previous years. The Group provides in full for deferred tax assets and liabilities (using the liability method), arising from temporary differences between the tax base of assets and liabilities and their carrying amounts in the Financial Statements except where they arise from the initial recognition of goodwill or from the initial recognition of an asset or liability that at the date of initial recognition does not affect accounting or taxable profit or loss on a transaction that is not a business combination. Such differences result in an obligation to pay more tax or a right to pay less tax in future periods. A deferred tax asset is only recognised where it is probable that future taxable profits will be available against which the temporary differences giving rise to the asset can be utilised. Deferred tax assets and liabilities are not subject to discounting and are measured at the tax rates that are anticipated to apply in the year in which the asset is realised or the liability settled. Deferred tax is provided on temporary differences arising on investments in subsidiaries and associates, except where the timing of the reversal of the temporary difference can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future. Employee Benefits Wages, salaries, bonuses, social security contributions, paid annual leave and sick leave are accrued in the period in which the associated services are rendered by the employees of the Group. Termination benefits are payable when employment is terminated by the Group before the normal retirement date, or whenever an employee accepts voluntary redundancy in exchange for these benefits. The Group recognises termination benefits when it is demonstrably committed to either terminating the employment of current employees according to a detailed formal plan without the possibility of withdrawal, or providing termination benefits as a result of an offer made to encourage voluntary redundancy. Retirement Benefit Obligations Defined Contribution Pension Plans A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate defined contribution scheme. Obligations for contributions to defined contribution pension plans are recognised as an expense in the Income Statement as employee service is received. Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in future payments is available. Defined Benefit Pension Plans The cost of providing benefits under the Group’s defined benefit plans is determined separately for each plan, using the projected unit credit method by professionally qualified actuaries and arrived at using actuarial assumptions based on market expectations at the balance sheet date. These valuations attribute entitlement benefits to the current period (to determine current service cost), and to the current and prior periods (to determine the present value of defined benefit obligations). Past service costs are recognised in the Income Statement on a straight-line basis over the vesting period, or immediately if the benefits have vested. When a settlement (eliminating all obligations for benefits already accrued) or a curtailment (reducing future obligations as a result of a material reduction in the scheme membership or a reduction in future entitlement) occurs, the obligation and related plan assets are remeasured using current actuarial assumptions and the resultant gain or loss is recognised in the Income Statement during the period in which the settlement or curtailment occurs. The interest element of the defined benefit cost represents the change in present value of scheme obligations resulting from the passage of time, and is determined by applying the discount rate to the opening present value of the benefit obligation taking into account material changes in the obligation during the year. The expected return on plan assets is based on an assessment made at the beginning of the year of long-term market returns on scheme assets, adjusted for the effect on the fair value of plan assets of contributions received and benefits paid during the year. The expected return on plan assets and the interest cost is recognised in the Income Statement as finance income and cost respectively. Actuarial gains and losses are recognised, in full, in the Group Statement of Recognised Income and Expense in the period in which they occur. The defined benefit pension asset or liability in the Balance Sheet comprises the total, for each plan, of the present value of the defined benefit obligation (using a discount rate based on high quality corporate bonds), less any past service cost not yet recognised, less the fair value of plan assets out of which the obligations are to be settled directly. Fair value is based on market price information, and in the case of quoted securities is the published bid price. The value of a net pension benefit asset is the present value of any economic benefit the Group reasonably expects to recover by way of refund of surplus from the plan at the end of the plan’s life or reduction in future contributions to the plan. Greencore Group plc Annual Report and Accounts 2010 59 Employee Share-Based Payments The Group grants equity settled share-based payments to employees (through Executive Share Option Schemes, Employee Sharesave Schemes and a Deferred Bonus Plan). The fair value of these payments is determined at the date of grant and is expensed to the Income Statement on a straight-line basis over the vesting period. The fair value is determined using a trinomial valuation model, as measured at the date of grant, excluding the impact of any non-market conditions. Non-market vesting conditions are included in assumptions about the number of options that are expected to vest. At each balance sheet date, the Group revises its estimates of the number of options or awards that are expected to vest, recognising any adjustment in the Income Statement, with a corresponding adjustment to equity. To the extent that the Group receives a tax deduction relating to services paid for by means of share awards or options, deferred tax is provided on the basis of the difference between the market price of the underlying equity as at the date of the Financial Statements and the exercise price of the option. As a result, the deferred tax impact of share options will not directly correlate with the expense reported in the Income Statement. To the extent that the deductible difference exceeds the cumulative charge to the Income Statement, it is recorded in the Statement of Recognised Income and Expense. Proceeds received from the exercise of options, net of any directly attributable transaction costs, are credited to the share capital and share premium accounts. Foreign Currency Functional and Presentation Currency The individual Financial Statements of each Group entity are measured in the currency of the primary economic environment in which the entity operates (the functional currency). The Group Financial Statements are presented in euro, which is the Company’s functional and presentation currency. 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, and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies, are recognised in the Income Statement, except when deferred in equity as qualifying net investment hedges and qualifying cash flow hedges. Translation differences on non-monetary financial assets, such as equities classified as available for sale, are included in the available for sale reserve in equity. Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and are translated at the closing rate. Group Companies The Income Statement and Balance Sheet of Group companies that have a functional currency different from the presentation currency are translated into the presentation currency as follows: • • assets and liabilities at each balance sheet date are translated at the closing rate at the date of the balance sheet; income and expenses in the Income Statement are translated at the rates at the date of the transaction, normally estimated using average exchange rates; and • all resulting exchange differences are recognised as a separate component of equity. On consolidation, exchange differences arising from the translation of the net investment in foreign operations and on borrowings and other currency instruments designated as hedges of such investments, are taken to equity. When a foreign operation is sold, exchange differences that were recorded in equity are recognised in the Income Statement as part of the gain or loss on sale. Government Grants Government grants for the acquisition of assets are recognised at their fair value when there is reasonable assurance that the grant will be received and any conditions attached to them have been fulfilled. The grant is held on the Balance Sheet as a deferred credit and released to the Income Statement over the periods necessary to match the related depreciation charges, or other expenses of the asset, as they are incurred. O v e r v i e w B u s i n e s s R e v i e w C o r p o r a t e G o v e r n a n c e F i n a n c i a l S t a t e m e n t s 60 Greencore Group plc Annual Report and Accounts 2010 Group Statement of Accounting Policies year ended 24 September 2010 (continued) Research and Development Expenditure on research and development is recognised as an expense in the period in which it is incurred. An asset is recognised only when all the conditions set out in IAS 38 Intangible Assets are met. Segmental Reporting The Group reports segmental information by class of business and by geographical area. The Group’s primary reporting segment, for which more detailed disclosures are made is by class of business. On adoption of IFRS 8, the Group identified three reportable segments: (i) Convenience Foods, (ii) Ingredients & Property and (iii) Malt. Refer to Note 1 for further information. Exceptional Items Exceptional items are those that are separately disclosed by virtue of their nature or amount in order to highlight such items within the Group Income Statement and results for the year. Examples of such items may include significant restructuring programmes, profits or losses on termination of operations, litigation costs and settlements and significant impairments of assets. Group management exercises judgement in assessing each particular item which, by virtue of their scale or nature, should be highlighted and disclosed in the Group Income Statement and notes to the Group Financial Statements as exceptional items. Exceptional items are included within the Income Statement caption to which they relate and are separately disclosed in the notes to the Group Financial Statements. Minority Interests The interest of minority shareholders is stated at the minorities’ proportion of the fair values of the assets and liabilities recognised. Subsequently, any losses applicable to the minority interest in excess of the minority interest balance are allocated against the interest of the parent. Share Capital Ordinary Shares Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are taken as a deduction within equity, net of tax, from the proceeds. Treasury Shares Where the Company purchases its own equity share capital, the consideration paid is deducted from total shareholders’ equity and classified as treasury shares until such shares are cancelled or reissued. Where such shares are subsequently sold or reissued, any consideration received is included in total shareholders’ equity. Dividends Interim dividends payable are recognised as a liability of the Company when the Board of Directors resolves to pay the dividend and the shareholders have been notified in accordance with the Company’s Articles of Association. Final dividends of the Company are recognised as a liability when they have been approved by the Company’s shareholders. Critical Accounting Estimates and Assumptions Group management makes estimates and assumptions concerning the future in the preparation of the Group Financial Statements, which can significantly impact the reported amounts of assets and liabilities. The significant estimates and assumptions used in the preparation of the Group’s Financial Statements are outlined in the relevant notes. Group Income Statement year ended 24 September 2010 exceptional ¤’000 Notes 2010 Pre– Exceptional (Note 6) ¤’000 Greencore Group plc Annual Report and Accounts 2010 61 2009 As re-presented* Total exceptional ¤’000 ¤’000 Pre- Exceptional (Note 6) ¤’000 Total ¤’000 Continuing operations Revenue Cost of sales Gross profit Operating costs, net 1 855,952 (569,193) – 855,952 (569,193) – 800,894 (519,109) – (1,490) 800,894 (520,599) 286,759 – 286,759 281,785 (1,490) 280,295 2 (227,071) – (227,071) (231,029) (23,143) (254,172) Group operating profit/(loss) before acquisition related amortisation 59,688 Amortisation of acquisition related intangibles 13 (2,364) Group operating profit/(loss) Finance income Finance costs Share of profit of associates after tax Profit/(loss) before taxation Taxation 57,324 7 7 8 26,153 (53,665) 513 30,325 9 (5,415) Profit/(loss) for the period from continuing operations 24,910 – – – – – – – – – 59,688 50,756 (24,633) 26,123 (2,364) (2,101) – (2,101) 57,324 48,655 (24,633) 24,022 26,153 (53,665) 513 32,121 (79,962) 437 – – – 32,121 (79,962) 437 30,325 1,251 (24,633) (23,382) (5,415) (3,214) 3,353 139 24,910 (1,963) (21,280) (23,243) Discontinued operations Result from discontinued operations Profit/(loss) for the financial period Attributable to: Equity shareholders Minority interests Basic earnings/(loss) per share (cent) Continuing operations Discontinued operations Diluted earnings/(loss) per share (cent) Continuing operations Discontinued operations 10 3 30 11 11 7,297 2,253 9,550 18,784 (3,950) 14,834 32,207 2,253 34,460 16,821 (25,230) (8,409) 31,617 590 2,253 – 33,870 590 32,207 2,253 34,460 15,332 1,489 16,821 (25,230) – (9,898) 1,489 (25,230) (8,409) 11.9 4.7 16.6 11.7 4.6 16.3 (12.2) 7.3 (4.9) (12.2) 7.3 (4.9) * As re-presented to reflect the effect of discontinued operations – refer to Notes 1, 6 and 10 for further information. EF Sullivan Director GP Doherty Director O v e r v i e w B u s i n e s s R e v i e w C o r p o r a t e G o v e r n a n c e F i n a n c i a l S t a t e m e n t s 62 Greencore Group plc Annual Report and Accounts 2010 Group Statement of Recognised Income and Expense year ended 24 September 2010 Items of income and expense taken directly within equity Currency translation differences Current tax on currency translation differences Currency translation differences recycled to Income Statement on disposal Hedge of net investment in foreign currency subsidiaries Actuarial loss on Group defined benefit pension schemes Deferred tax on Group defined benefit pension schemes Cash flow hedges: Gain/(loss) taken to equity Transferred to Income Statement for the period Deferred tax on cash flow hedges Cash flow hedge losses recycled to Income Statement on disposal Net expense recognised directly within equity Group result for the financial period Total recognised income and expense for the financial year Attributable to: Equity shareholders Minority interests Total recognised income and expense for the financial year Notes 2010 ¤’000 2009 ¤’000 9 35 28 9 9 35 3,450 (1,520) – 7,232 – 286 (28,791) 4,223 61 1,766 (497) 108 – (5,391) 679 (49,431) 13,218 (1,691) 1,594 (65) (13,682) 34,460 (41,087) (8,409) 20,778 (49,496) 20,188 590 (50,985) 1,489 20,778 (49,496) Group Balance Sheet at 24 September 2010 ASSETS Non-current assets Intangible assets Property, plant and equipment Investment property Investments in associates Other receivables Derivative financial instruments Deferred tax assets Total non-current assets Current assets Inventories Trade and other receivables Derivative financial instruments Cash and cash equivalents Total current assets Total assets EQUITY Capital and reserves attributable to equity holders of the Company Share capital Share premium Reserves Minority interest in equity Total equity LIABILITIES Non-current liabilities Borrowings Retirement benefit obligations Other payables Provisions for liabilities Deferred tax liabilities Government grants Total non-current liabilities Current liabilities Borrowings Derivative financial instruments Trade and other payables Provisions for liabilities Current taxes payable Total current liabilities Total liabilities Total equity and liabilities EF Sullivan Director GP Doherty Director Greencore Group plc Annual Report and Accounts 2010 63 Notes 2010 ¤’000 2009 ¤’000 13 404,555 217,532 14 37,916 15 682 19 6,310 – 17 19,220 23 46,284 26 404,305 319,233 710 638 16,358 42,993 732,499 784,237 16 17 23 21 39,549 64,537 2,486 – 11,707 82,369 95,562 43,933 118,279 221,864 850,778 1,006,101 29 30 22 28 18 25 26 27 22 23 18 25 132,661 121,162 (77,820) 176,003 2,881 131,250 119,623 (82,156) 168,717 3,591 178,884 172,308 185,415 118,442 5,193 3,950 43,842 114 343,769 99,859 6,924 6,188 47,648 1,096 356,956 505,484 41,401 18,894 218,126 8,297 28,220 21 27,237 262,845 11,288 26,918 314,938 328,309 671,894 833,793 850,778 1,006,101 O v e r v i e w B u s i n e s s R e v i e w C o r p o r a t e G o v e r n a n c e F i n a n c i a l S t a t e m e n t s 64 Greencore Group plc Annual Report and Accounts 2010 Group Cash Flow Statement year ended 24 September 2010 Profit/(loss) before taxation Finance income Finance costs Share of profit of associates (after tax) Exceptional items – continuing Operating profit – continuing (pre-exceptional) Depreciation Amortisation of intangible assets Employee share option expense Amortisation of government grants Difference between pension charge and cash contributions Working capital movement Other movements Net cash inflow from operating activities before exceptional items Cash outflow related to exceptional items Interest paid Tax paid Operating cash flows from discontinued operations Net cash inflow from operating activities Cash flow from investing activities Dividends received from associates Purchase of property, plant and equipment Purchase of investment property Purchase of intangible assets Acquisition of undertakings and purchase of minority interest Disposal of undertakings and investment in associate Interest received Government grants received, net Investing cash flows from discontinued operations Net cash inflow/(outflow) from investing activities Cash flow from financing activities Ordinary shares purchased – own shares Drawdown of new bank facilities Decrease in bank borrowings Repayment of Private Placement Notes Decrease in finance lease liabilities Cash outflow arising from derivative financial instruments Dividends paid to equity holders of the Company Dividends paid to minority interests Net cash outflow from financing activities Net decrease in cash and cash equivalents Reconciliation of opening to closing cash and cash equivalents Cash and cash equivalents at beginning of year Translation adjustment Decrease in cash and cash equivalents Cash and cash equivalents at end of year * As re-presented to reflect the effect of discontinued operations – refer to Notes 1, 6 and 10 for further information. 2009 As re- Notes 2010 ¤’000 presented * ¤’000 30,325 (26,153) 53,665 (513) – 57,324 19,419 3,914 1,731 (38) (10,242) 24,642 187 96,937 (6,502) (28,863) (1,286) (13,632) (23,382) (32,121) 79,962 (437) 24,633 48,655 19,001 3,402 910 (116) (8,151) 8,806 3,005 75,512 (21,210) (30,317) (367) 18,253 46,654 41,871 537 (23,503) (1,146) – – (2,918) 104,772 1,000 – (2,832) 75,910 901 (23,269) (6,795) (4,940) 2,944 2,465 159 (10,556) (39,091) (2,000) – 113,908 (196,306) (50,118) – (19) (9,595) – (12,441) (1,300) 261,500 (318,604) (60) (24,998) (1,530) (157,871) (83,692) (35,307) (80,912) 31 31 10 19 27 10 24 24 24 24 30 21 24 24 21 43,933 3,081 (35,307) 139,040 (14,195) (80,912) 11,707 43,933 Greencore Group plc Annual Report and Accounts 2010 65 Group Statement of Changes in Equity year ended 24 September 2010 At 25 September 2009 Items of income and expense taken directly within equity Share capital ¤’000 Share premium ¤’000 Other reserves ¤’000 Retained earnings ¤’000 Total ¤’000 Minority interest ¤’000 Total equity ¤’000 131,250 119,623 (29,552) (52,604) 168,717 3,591 172,308 Currency translation differences Current tax on currency translation differences Tax on translation of cash flow hedge reserve Currency translation differences recycled to Income Statement on disposal of foreign operation Net investment hedge Actuarial loss on Group defined benefit pension schemes Deferred tax asset on Group defined benefit pension schemes Cash flow hedges fair value gains in period tax on fair value losses transfers to Income Statement tax on transfers to Income Statement recycled to Income Statement on disposal of operation Profit for the financial period – – – – – – – – – – – – – – – – – – – – – – – – – – Employee share option expense Settlement of grant Transfer on exercise, lapse or forfeit of share options Shares acquired by Deferred Share Awards Trust (a) Issue of shares Dividends – – – – 1,411 – – – – – 1,539 – 3,450 – 14 7,232 286 – – 61 (17) 1,766 (494) 108 – 1,731 (127) (298) (2,000) – – – (1,520) – 3,450 (1,520) 14 – – (28,791) 4,223 – – – – – 33,870 – – 298 – – (15,456) 7,232 286 (28,791) 4,223 61 (17) 1,766 (494) 108 33,870 1,731 (127) – (2,000) 2,950 (15,456) – – – – – – – – – – – – 590 3,450 (1,520) 14 7,232 286 (28,791) 4,223 61 (17) 1,766 (494) 108 34,460 – – – – – (1,300) 1,731 (127) – (2,000) 2,950 (16,756) At 24 September 2010 132,661 121,162 (17,840) (59,980) 176,003 2,881 178,884 At 26 September 2008 Items of income and expense taken directly within equity Currency translation differences Net investment hedge Actuarial loss on Group defined benefit pension schemes Deferred tax asset on Group defined benefit pension schemes Cash flow hedges fair value losses in period tax on fair value losses transfers to Income Statement tax on transfers to Income Statement Tax on translation of cash flow hedge reserve Loss for the financial period Employee share option expense Transfer on exercise, forfeit or lapse of share options that have vested Own Share Reserve reclassification (b) Issue of shares Dividends Acquisition of minority interests At 25 September 2009 Share capital ¤’000 Share premium ¤’000 Other reserves ¤’000 Retained earnings ¤’000 Total ¤’000 Minority interest ¤’000 Total equity ¤’000 129,641 118,961 (4,417) (4,947) 239,238 4,816 244,054 – – – – – – – – – – – – – – – – – – – – – – (5,391) 679 – – – (49,431) (5,391) 679 (49,431) – 13,218 13,218 (1,691) 473 1,594 (446) (92) – – – – – – (9,898) (1,691) 473 1,594 (446) (92) (9,898) – – – – – – – – – 1,489 (5,391) 679 (49,431) 13,218 (1,691) 473 1,594 (446) (92) (8,409) 910 – 910 – 910 – – 1,609 – – – – 662 – – (528) (20,643) – – – 528 20,643 – (22,717) – – – 2,271 (22,717) – – – – (1,530) (1,184) – – 2,271 (24,247) (1,184) 131,250 119,623 (29,552) (52,604) 168,717 3,591 172,308 O v e r v i e w B u s i n e s s R e v i e w C o r p o r a t e G o v e r n a n c e F i n a n c i a l S t a t e m e n t s 66 Greencore Group plc Annual Report and Accounts 2010 Group Statement of Changes in Equity year ended 24 September 2010 (continued) Other reserves Employee share option expense Transfer on exercise, lapse or forfeit of share options Settlement of grant Shares acquired by Deferred Share Awards Trust (a) 1,731 (298) (127) – – – – (2,000) At 24 September 2010 3,063 (23,443) 934 1,606 (17,840) At 25 September 2009 Items of income and expense taken directly within equity Currency translation differences Tax on translation of cash flow hedge reserve Currency translation differences recycled to Income Statement on disposal of foreign operation Net investment hedge Cash flow hedges fair value losses in period tax on fair value losses transfers to Income Statement tax on transfers to Income Statement recycled to Income Statement on disposal of operation At 26 September 2008 Items of income and expense taken directly within equity Currency translation differences Tax on translation of cash flow hedge reserve Net investment hedge Cash flow hedges fair value losses in year tax on fair value losses transfers to Income Statement tax on transfers to Income Statement Employee share option/awards expense Transfer on exercise, forfeit or lapse of share options 2008 Deferred Bonus Plan expense reclassification Own Shares Reserve reclassification (b) At 25 September 2009 Share options ¤’000 Own shares ¤’000 Capital conversion reserve fund ¤’000 Foreign currency translation reserve ¤’000 Hedging reserve ¤’000 Total ¤’000 1,757 (21,443) 934 (1,385) (9,415) (29,552) – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – (53) 14 3,503 – – – 7,232 286 61 (17) 1,766 (494) 108 – – – – – – – – – – – – – – Share options ¤’000 Own shares ¤’000 Capital conversion reserve fund ¤’000 Foreign currency translation reserve ¤’000 Hedging reserve ¤’000 982 (407) 934 (1,550) (4,376) – – – – – – – – – – – – – – 910 (528) 393 – 1,757 – – (393) (20,643) (21,443) – – – – – – – – – – – 327 (92) – (1,691) 473 1,594 (446) – – – – (5,718) – 679 – – – – – – – – 934 (1,385) (9,415) (29,552) 3,450 14 7,232 286 61 (17) 1,766 (494) 108 1,731 (298) (127) (2,000) Total ¤’000 (4,417) (5,391) (92) 679 (1,691) 473 1,594 (446) 910 (528) – (20,643) (a) Pursuant to the terms of the Deferred Bonus Plan, 1,425,832 shares were purchased by the Trustees of the Plan in the financial year ended 24 September 2010 at a cost of ¤2.0m. These shares are included in the Balance Sheet at cost of ¤2.0m. (b) In 1998, the Company re-purchased ordinary shares as set out in Note 29. A number of these shares were re-issued in 2004 and 2005. The reserve arising on the re-purchase of these ordinary shares in 1998 less the cost of the re-issue of the shares in 2004 and 2005 was reclassified to the Own Shares Reserve from Retained Earnings. Greencore Group plc Annual Report and Accounts 2010 67 Notes to the Group Financial Statements year ended 24 September 2010 1. Segment Information On adoption of IFRS 8, the Group identified three reportable segments: (i) Convenience Foods, (ii) Ingredients & Property and (iii) Malt. In the Annual Report for the year ended 25 September 2009, the Group presented two primary business segments: (i) Convenience Foods and (ii) Ingredients & Related Property. These reportable segments align with the Group’s internal financial reporting system and the manner in which the Chief Operating Decision Maker assesses performance and allocates the Group’s resources. The Group is organised around different product portfolios. The Convenience Foods reportable segment is the aggregation of two operating segments, Convenience Foods UK and Convenience Foods US and the Continent (“International Convenience Foods”). This segment derives its revenue from the production and sale of convenience food. Ingredients & Property represents the aggregation of ‘all other segments’ as allowed under IFRS 8 (IFRS 8 specifies that, where the external revenue of reportable segments exceeds 75% of the total Group revenue, it is permissible to aggregate all other segments into one reportable segment). The Ingredients & Property reportable segment derives its revenue from the distribution of vegetable oils and molasses and the management of the Group’s property assets. The Malt reportable segment represents the manufacture and sale of malt. The Chief Operating Decision Maker monitors the operating results of segments separately in order to allocate resources between segments and to assess performance. Segment performance is predominantly evaluated based on operating profit before exceptionals and acquisition related amortisation. Net finance costs and income tax are managed on a centralised basis, therefore these items are not allocated between operating segments for the purposes of the information presented to the Chief Operating Decision Maker and are accordingly omitted from the segmental information below. Intersegment revenue is not material and thus not subject to separate disclosure. Comparatives for the year ended 25 September 2009 have been restated to reflect the operating segments reported for the current year. During the year, the Group completed the disposal of its Malt business (“Greencore Malt”), its bottled water business (“Greencore Water”) and its Dutch based convenience foods business (“Greencore Continental”). In accordance with IFRS 5 Non-Current Assets Held for Sale and Discontinued Operations, the operations of Greencore Malt, Greencore Water and Greencore Continental are considered to be discontinued. Comparatives have been re-presented to reflect discontinued operations. Total revenue Less: Revenue from discontinued operations (Note 10) Convenience Foods 2009 2010 ¤’000 ¤’000 Ingredients & Property Malt (discontinued) Total 2010 ¤’000 2009 ¤’000 2010 ¤’000 2009 ¤’000 2010 ¤’000 2009 ¤’000 839,743 794,404 71,479 92,246 90,581 217,150 1,001,803 1,103,800 (55,270) (85,756) – – (90,581) (217,150) (145,851) (302,906) Revenue – continuing operations 784,473 708,648 71,479 92,246 – – 855,952 800,894 Total operating profit before exceptional items and acquisition related amortisation 53,999 46,354 5,565 6,073 8,550 20,500 68,114 72,927 Less: Operating loss/(profit) from discontinued operations Group operating profit before exceptional items and acquisition related amortisation – continuing operations Amortisation of acquisition related intangible assets Exceptional items Group operating profit/(loss) Finance income Finance costs Share of profit of associates after tax Profit/(loss) before taxation 124 (1,671) – – (8,550) (20,500) (8,426) (22,171) 54,123 44,683 5,565 6,073 (2,364) – (2,101) (12,062) – – – (12,571) 51,759 30,520 5,565 (6,498) – – 513 437 – – – – – – – – – – 59,688 50,756 (2,364) – 57,324 26,153 (53,665) 513 (2,101) (24,633) 24,022 32,121 (79,962) 437 30,325 (23,382) O v e r v i e w B u s i n e s s R e v i e w C o r p o r a t e G o v e r n a n c e F i n a n c i a l S t a t e m e n t s 68 Greencore Group plc Annual Report and Accounts 2010 Notes to the Group Financial Statements year ended 24 September 2010 (continued) 1. Segment Information (continued) Convenience Foods 2009 2010 ¤’000 ¤’000 Ingredients & Property Malt (discontinued) Total 2010 ¤’000 2009 ¤’000 2010 ¤’000 2009 ¤’000 2010 ¤’000 2009 ¤’000 Segment assets Assets Investments in associates Total assets 714,646 – 718,798 – 55,753 682 55,166 638 714,646 718,798 56,435 55,804 – – – 128,215 – 770,399 682 902,179 638 128,215 771,081 902,817 Reconciliation to Total Assets as Reported in the Group Balance Sheet Deferred tax assets Cash and cash equivalents Derivative financial instruments Total assets as reported in the Group Balance Sheet 46,284 11,707 21,706 42,993 43,933 16,358 850,778 1,006,101 Convenience Foods 2009 2010 ¤’000 ¤’000 Ingredients & Property Malt (discontinued) Total 2010 ¤’000 2009 ¤’000 2010 ¤’000 2009 ¤’000 2010 ¤’000 2009 ¤’000 Segment liabilities Liabilities 293,644 247,339 47,845 38,996 – 86,050 341,489 372,385 Reconciliation to Total Liabilities as Reported in the Group Balance Sheet Borrowings (current and non-current) Derivative financial instruments (current and non-current) Government grants Declared interim dividend Interest payable Income tax liabilities (current and deferred) Total liabilities as reported in the Group Balance Sheet 226,816 18,894 114 6,199 6,320 72,062 343,790 27,237 1,096 6,133 8,586 74,566 671,894 833,793 Other Segment Information Continuing operations Capital expenditure Depreciation included in segment result Amortisation of intangible assets Impairment of property, plant and equipment Convenience Foods 2009 2010 ¤’000 ¤’000 Ingredients & Property Total 2010 ¤’000 2009 ¤’000 2010 ¤’000 2009 ¤’000 28,920 22,487 2,583 19,146 3,914 – 17,656 3,402 62 273 – – 3,667 1,345 – 1,579 31,503 26,154 19,419 3,914 – 19,001 3,402 1,641 Convenience Foods 2009 2010 ¤’000 ¤’000 Ingredients & Property Malt (discontinued) Total 2010 ¤’000 2009 ¤’000 2010 ¤’000 2009 ¤’000 2010 ¤’000 2009 ¤’000 Discontinued operations Capital expenditure Depreciation included in segment result Amortisation of intangible assets Impairment of property, plant and equipment 804 1,614 59 – 1,612 2,464 24 230 – – – – – – – (417) 1,625 2,403 40 – 7,534 5,309 118 – 2,429 4,017 99 – 9,146 7,773 142 (187) Geographical Analysis The following is a geographical analysis of the segment information presented above. Total revenue Capital expenditure Segment assets Ireland UK Rest of World Total Group 2010 ¤’000 2009 ¤’000 2010 ¤’000 2009 ¤’000 2010 ¤’000 2009 ¤’000 2010 ¤’000 2009 ¤’000 96,203 147,395 782,205 788,192 123,395 168,213 1,001,803 1,103,800 2,260 30,617 6,164 27,633 21,956 4,039 7,180 33,932 35,300 76,164 689,378 736,433 51,086 90,220 771,081 902,817 2. Operating Costs, Net Distribution costs Administrative expenses Research and development Other operating costs Other operating income Total operating costs, net Exceptional charge (Note 6) Total operating costs, net * As re-presented to reflect the effect of discontinued operations – refer to Notes 1, 6 and 10 for further information. 3. Result for the Financial Period The result for the financial period has been arrived at after charging/(crediting) the following amounts: Depreciation: Owned assets Investment property Assets held under finance lease Amortisation of intangible assets Operating lease rentals: Premises, plant and equipment Auditor’s remuneration Audit of the Group Financial Statements Other assurance services Tax advisory services Other non-audit services Government grants released Rental income from investment properties Directors’ remuneration is shown in the Report on Directors’ Remuneration and in Note 36. Greencore Group plc Annual Report and Accounts 2010 69 2009 As re- 2010 ¤’000 presented * ¤’000 38,375 185,460 4,654 1,635 (3,053) 227,071 – 227,071 40,597 189,456 4,439 1,030 (4,493) 231,029 23,143 254,172 2010 ¤’000 2009 ¤’000 23,388 – 48 23,436 26,631 98 45 26,774 4,013 3,544 15,068 16,026 610 245 745 – – 675 75 590 1,600 1,340 (85) (116) (356) (263) O v e r v i e w B u s i n e s s R e v i e w C o r p o r a t e G o v e r n a n c e F i n a n c i a l S t a t e m e n t s 70 Greencore Group plc Annual Report and Accounts 2010 Notes to the Group Financial Statements year ended 24 September 2010 (continued) 4. Employment The average monthly number of persons (including Executive Directors) employed by the Group during the year was: Production Distribution Administration The staff costs for the year for the above employees were: Wages and salaries Social welfare costs Employee share option expense (Note 5) Pension costs – defined contribution plans (Note 28) Pension costs – settlement on disposal of defined benefit plan (Note 28) Pension costs – defined benefit plans (Note 28) Defined benefit interest cost (Note 28) Defined benefit expected return on plan assets (Note 28) Actuarial loss on Group defined benefit schemes recognised in the Statement of Recognised Income and Expense: Actual return less expected return on pension scheme assets (Note 28) Actuarial losses arising on the scheme liabilities (Note 28) Total included in the Statement of Recognised Income and Expense 2010 Number 2009 Number 5,936 633 875 7,444 6,187 602 858 7,647 2010 ¤’000 179,301 16,260 1,731 2,451 (6,646) – 1,316 194,413 25,669 (25,338) 2009 ¤’000 183,434 16,398 910 526 3,662 204,930 28,939 (30,015) 194,744 203,854 2010 ¤’000 21,293 (50,084) 2009 ¤’000 (37,606) (11,825) (28,791) (49,431) 5. Share-Based Payments Executive Share Option Scheme The Group’s employee share options are equity-settled share-based payments as defined in IFRS 2 Share-Based Payments. IFRS 2 requires that a recognised valuation methodology be employed to determine the fair value of share options granted. The charge recognised in the Income Statement of ¤0.094m (2009: ¤0.081m) was arrived at through applying a trinomial model, which is a lattice option-pricing model. To the extent that any options vest, they will ordinarily remain exercisable at any time up to ten years from the date of grant and are settled in equity through the issue of shares once exercised. The general terms and conditions applicable to the share options granted by the Group are addressed in the Report on Directors’ Remuneration. All conditions are non-market based. Options were granted over 1,035,000 ordinary shares on 30 November 2009. These awards will be exercisable, subject to the performance measurement targets being attained between 30 November 2012 and 30 November 2019, at an exercise price of ¤1.40. Options were granted over 780,000 ordinary shares on 3 June 2010. These awards will be exercisable, subject to the performance measurement targets being attained between 3 June 2013 and 3 June 2020, at an exercise price of ¤1.27. The weighted average fair value of share options granted during the year ended 24 September 2010 was ¤0.28. Options were granted over 1,690,000 ordinary shares on 3 December 2008. These awards will be exercisable, subject to the performance measurement targets being attained between 3 December 2011 and 3 December 2018, at an exercise price of ¤0.80. Options were granted over 30,000 ordinary shares on 9 June 2009. These awards will be exercisable, subject to the performance measurement targets being attained between 9 June 2012 and 9 June 2019, at an exercise price of ¤1.17. The weighted average fair value of share options granted during the year ended 25 September 2009 was ¤0.15. Greencore Group plc Annual Report and Accounts 2010 71 The following table illustrates the number and weighted average exercise prices of, and movements in, share options during the year under the plan: At beginning of year Granted Expired Forfeit At end of year Exercisable at end of year Range of Exercise Prices for the Share Option Plan At 24 September 2010 ¤0.01 – ¤1.00 ¤1.01 – ¤2.00 ¤2.01 – ¤3.00 ¤3.01 – ¤4.00 ¤4.01 – ¤5.00 At 25 September 2009 ¤0.01 – ¤1.00 ¤1.01 – ¤2.00 ¤2.01 – ¤3.00 ¤3.01 – ¤4.00 ¤4.01 – ¤5.00 2010 2009 Weighted average exercise price Number ¤ outstanding 2.64 5,350,000 1,720,000 1.34 2.84 (150,000) 2.53 (1,580,000) Number outstanding 5,340,000 1,815,000 (395,000) (690,000) 6,070,000 2.25 5,340,000 – – – Weighted average exercise price ¤ 3.38 0.81 3.56 3.07 2.64 – Weighted Weighted average exercise price average contract life years Number ¤ exercisable 8.19 9.31 1.20 5.56 6.86 6.46 9.19 7.91 1.95 6.43 7.85 6.01 0.80 1.34 2.68 3.41 4.89 2.25 0.80 1.17 2.72 3.39 4.89 2.64 – – – – – – – – – – – – Number outstanding 1,355,000 1,735,000 1,265,000 1,015,000 700,000 6,070,000 1,560,000 30,000 1,740,000 1,160,000 850,000 5,340,000 Sharesave Schemes The Group operates savings-related share option schemes in both Ireland and the UK. Options are granted at a discount of between 15% and 25% of the market price at the date of invitation over three, five and seven year savings contracts and options are exercisable during the six month period following completion of the savings contract. The charge recognised in the Income Statement of ¤0.299m (2009: ¤0.185m) was arrived at through applying a trinomial model, which is a lattice option-pricing model. During the year ended 24 September 2010, sharesave scheme options were granted over 9,864 shares and 793,471 shares, which will ordinarily be exercisable at an exercise price of ¤0.95 and Stg£0.90 respectively per share, during the period 1 July 2013 to 1 January 2014 for the three year scheme, 1 July 2015 to 1 January 2016 for the five year scheme and 1 July 2017 to 1 January 2018 for the seven year scheme. The weighted average fair value of share options granted during the year ended 24 September 2010 was ¤0.38. During the year ended 25 September 2009, sharesave scheme options were granted over 285,500 shares and 1,927,583 shares, which will ordinarily be exercisable at an exercise price of ¤0.88 and Stg£0.87 respectively per share, during the period 7 July 2012 to 7 January 2013 for the three year scheme, 7 July 2014 to 7 January 2015 for the five year scheme and 7 July 2016 to 7 January 2017 for the seven year scheme. The weighted average fair value of share options granted during the year ended 25 September 2009 was ¤0.31. O v e r v i e w B u s i n e s s R e v i e w C o r p o r a t e G o v e r n a n c e F i n a n c i a l S t a t e m e n t s 72 Greencore Group plc Annual Report and Accounts 2010 Notes to the Group Financial Statements year ended 24 September 2010 (continued) 5. Share-Based Payments (continued) Sharesave Schemes (continued) The following table illustrates the number and weighted average exercise prices (expressed in euro) of, and movements in, share options during the year under the Irish Sharesave Scheme. At beginning of year Granted Forfeit At end of year Exercisable at end of year Range of Exercise Prices for the Irish Sharesave Scheme (expressed in euro) 2010 2009 Weighted average exercise price Number ¤ outstanding 1.09 0.95 1.72 0.90 2.88 129,247 285,500 (95,680) 319,067 23,405 Weighted average exercise price ¤ 2.92 0.88 2.94 1.09 2.68 Number outstanding 319,067 9,864 (72,876) 256,055 2,451 At 24 September 2010 ¤0.01 – ¤1.00 ¤2.01 – ¤3.00 ¤3.01 – ¤4.00 At 25 September 2009 ¤0.01 – ¤1.00 ¤2.01 – ¤3.00 ¤3.01 – ¤4.00 Number outstanding 253,604 1,505 946 256,055 285,500 28,344 5,223 319,067 Weighted Weighted average exercise price average contract life years Number ¤ exercisable Weighted average exercise price ¤ 2.71 0.33 0.30 2.69 3.62 0.67 1.29 3.32 0.88 2.20 3.95 0.90 0.88 2.65 3.95 1.09 – 1,505 946 2,451 – 23,405 – 23,405 – 2.20 3.95 2.88 – 2.68 – 2.68 The following table illustrates the number and weighted average exercise prices (expressed in sterling) of, and movements in, share options during the year under the UK Sharesave Scheme. 2010 2009 At beginning of year Granted Exercised Forfeit At end of year Exercisable at end of year Weighted average exercise price Number Stg£ outstanding Weighted average exercise price Stg£ Number outstanding 2,555,366 793,471 (31,733) (807,257) 1.22 0.90 0.87 1.55 1,250,726 1,927,583 – (622,943) 2,509,847 1.02 2,555,366 39,824 2.08 216,738 2.21 0.87 – 2.13 1.22 1.98 Greencore Group plc Annual Report and Accounts 2010 73 Range of Exercise Prices for the UK Sharesave Scheme (expressed in sterling) At 24 September 2010 £0.01 – £1.00 £1.01 – £2.00 £2.01 – £3.00 £3.01 – £4.00 At 25 September 2009 £0.01 – £1.00 £1.01 – £2.00 £2.01 – £3.00 £3.01 – £4.00 Weighted average contract life years Weighted average exercise price Stg£ Number exercisable Weighted average exercise price Stg£ 3.47 1.42 1.94 1.87 3.32 4.16 1.16 1.86 2.11 3.54 0.88 1.77 2.20 3.01 15,116 4,131 – 20,577 1.02 39,824 0.87 1.74 2.16 3.01 1.22 – 60,025 156,713 – 216,738 0.87 1.85 – 3.01 2.08 – 1.66 2.10 – 1.98 Number outstanding 2,268,333 29,956 166,953 44,605 2,509,847 1,899,630 145,677 379,660 130,399 2,555,366 Deferred Bonus Plan Senior Executives participate in the Deferred Bonus Plan as outlined in the Report on Directors’ Remuneration. In accordance with this plan, half the annual bonus earned by participating Senior Executives is deferred into Company shares calculated at market value on the date of award, to be held by a trustee for the benefit of individual participants without any additional performance requirements or matching. The shares vest after three years but are forfeit should an executive voluntarily leave the Group within the three year time period, subject to normal ‘good leaver’ provisions. The charge recognised in the Income Statement of ¤1.338m (2009: ¤0.644m) was arrived at through applying a trinomial model, which is a lattice option-pricing model. On 1 December 2009, 1,866,065 awards were granted to senior executives of the Group under the Deferred Bonus Plan. A cumulative charge of ¤0.449m was recognised in the Income Statement in FY10. A charge amounting to ¤0.15m was included in the Group Financial Statements in FY09 in respect of the estimated 2009 charge related to these awards. On 3 December 2008, 1,458,412 awards were granted to senior executives of the Group under the Deferred Bonus Plan. A cumulative charge of ¤0.298m was recognised in the Income Statement in FY09. The following table illustrates the number and weighted average exercise prices of, and movements in, share awards during the year under the plan: At beginning of year Granted Forfeit At end of year Exercisable at end of year 2010 2009 Weighted average exercise price Number ¤ outstanding Weighted average exercise price ¤ – – – – – 307,246 1,458,152 – 1,765,398 – – – – – – Number outstanding 1,765,398 1,866,065 (423,007) 3,208,456 – On 1 December 2010, 2,033,281 awards were granted to senior executives of the Group under the Deferred Bonus Plan. A charge amounting to ¤0.246m relating to Executive Directors and ¤0.065m relating to other awards has been included in the Group Financial Statements in respect of the estimated 2010 charge related to these awards. The total fair value of the awards will be taken as a charge to the Income Statement over the vesting period of the awards. O v e r v i e w B u s i n e s s R e v i e w C o r p o r a t e G o v e r n a n c e F i n a n c i a l S t a t e m e n t s 74 Greencore Group plc Annual Report and Accounts 2010 Notes to the Group Financial Statements year ended 24 September 2010 (continued) 5. Share-Based Payments (continued) Deferred Bonus Plan (continued) The following two tables show the weighted average assumptions used to fair value the equity settled options granted in the Executive Share Option Scheme, the Sharesave Scheme and the Deferred Bonus Plan. 2010 Executive Share Option Sharesave Sharesave Sharesave 7 year Scheme 5 year 3 year Dividend yield (%) Expected volatility (%) Risk-free interest rate (%) Expected life of option (years) Share price at grant (¤) Exercise price (¤) Dividend yield (%) Expected volatility (%) Risk-free interest rate (%) Expected life of option (years) Share price at grant (¤) Exercise price (¤) 5.60% 37% 3.01% 10.00 1.35 1.34 Executive Share Option Scheme 9.10% 45% 3.50% 10.00 0.90 0.81 5.93% 56% 0.76% 3.50 1.27 1.10 5.93% 41% 2.08% 7.50 1.27 1.10 5.93% 47% 1.48% 5.50 1.27 1.10 2009 Sharesave 3 year Sharesave 5 year Sharesave 7 year 7.14% 51% 1.62% 3.50 1.15 0.96 7.14% 42% 2.41% 5.50 1.15 1.00 7.14% 37% 2.96% 7.50 1.15 1.01 Deferred Bonus Plan 5.43% 52% 2.04% 3.00 1.38 – Deferred Bonus Plan 9.13% 45% 3.50% 3.00 0.92 – The average share price during the year was ¤1.34 (2009: ¤1.08). The expected volatility is estimated based on the historic volatility of the Company’s share price over a period equivalent to the life of the relevant option. The risk-free rate of return is the yield on a government bond of a term consistent with the life of the option. The range of the Company’s share price during the year was ¤1.12 to ¤1.69. 6. Exceptional Items Exceptional items are those that, in management’s judgement, should be disclosed by virtue of their nature or amount. Such items are included within the Income Statement caption to which they relate and are separately disclosed in the notes to the Group Financial Statements. The Group reports the following exceptional items: Continuing operations Convenience Foods Ingredients & Property Tax on exceptional items Total continuing operations Discontinued operations (net of tax) Greencore Malt Greencore Water Greencore Continental Exit from sugar processing Legal settlement and related costs Total discontinued operations Total exceptional gains/(losses) * As re-presented to reflect the effect of discontinued operations – refer to Notes 1 and 10 for further information. 2009 As re- Notes 2010 ¤’000 presented * ¤’000 (f) (g) (a) (b) (c) (d) (e) – – – – – (12,062) (12,571) (24,633) 3,353 (21,280) 12,437 (5,674) – (4,510) – – – 2,253 2,253 (535) 417 (3,832) (3,950) (25,230) Greencore Group plc Annual Report and Accounts 2010 75 (a) Greencore Malt The Group completed the disposal of the Malt businesses on 26 March 2010. A profit on disposal of ¤12.4m was recognised in the Income Statement. This includes the recycle of ¤4.1m of cumulative foreign currency translation losses and ¤0.1m cash flow hedge losses, both of which were previously recognised in equity. The net impact of the disposal on the Group’s equity was an increase of ¤16.6m. During the prior period, the Group settled an insurance claim in relation to an incident at its malting facility at Ghlin, Belgium resulting in the recognition of an exceptional gain of ¤3.6m (¤2.4m net of tax) being the excess over previously anticipated receipts. Additionally, the Group took a charge of ¤2.9m related to grain/barley stocks associated with the poor harvest quality arising as a result of the extreme adverse 2008 weather conditions experienced during the harvest period. (b) Greencore Water The Group completed the disposal of its bottled water business on 26 March 2010. A loss on disposal of ¤5.7m was recognised in the Income Statement. This includes the recycle of ¤3.1m cumulative foreign currency translation losses, previously recognised in equity. The net impact of the disposal on the Group’s equity was a decrease of ¤2.6m. (c) Greencore Continental The Group completed the disposal of its Dutch based convenience foods business on 20 August 2010. A loss on disposal of ¤4.5m was recognised in the Income Statement. (d) Exit from Sugar Processing The Group exited its sugar processing business in 2006. In the prior year, a net gain of ¤0.4m arose on the disposal of previously impaired assets. (e) Legal Settlement and Related Costs During the prior year, the Group settled a historical outstanding claim relating to its previous sugar trading activities and recognised an exceptional charge of ¤3.8m in respect of both settlement and legal costs. (f) Convenience Foods During the prior year, the Group finalised its strategic review of the Frozen Desserts category. It was concluded that it should exit from this category, due to its tertiary market position, by closing its remaining facility. The Group also finalised its business restructuring programme resulting in head count reductions at business units. The total cost of this restructuring, which comprised principally asset write-offs and redundancy costs, was ¤12.1m (¤8.7m net of tax). (g) Ingredients & Property During the prior year, the Group determined that it would either close or sell its grain trading business at Drummonds. As a result of this decision, provisions of ¤12.3m were recognised to write assets down to fair value less costs to sell. The Group disposed of Drummonds on 26 June 2009 and an additional loss of ¤0.3m was recognised on disposal. O v e r v i e w B u s i n e s s R e v i e w C o r p o r a t e G o v e r n a n c e F i n a n c i a l S t a t e m e n t s 76 Greencore Group plc Annual Report and Accounts 2010 Notes to the Group Financial Statements year ended 24 September 2010 (continued) 7. Finance Costs and Finance Income Finance Costs Bank overdrafts and loans Other borrowings Interest on obligations under finance leases Interest on defined benefit pension scheme liabilities Unwind of discount on liabilities Fair value movement on hedged financial liabilities (Note 24) Fair value movement on fair value hedges (Note 24) Fair value movement on interest rate swaps not designated as hedges Fair value movement on forward foreign exchange contracts not designated as hedges Foreign exchange on inter-company balances and external loans where hedge accounting is not applied Finance Income Interest income on bank deposits Expected return on defined benefit pension scheme assets Gain on disposal of available for sale financial asset Unwind of discount on assets Net finance expense recognised in the Income Statement Recognised directly in equity Currency translation effects on foreign currency net investment Currency translation effect on foreign currency borrowings Effective portion of changes in fair value of cash flow hedges Net change in fair value of cash flow hedges transferred to Income Statement recognised in discontinued operations 2009 As re- 2010 ¤’000 presented * ¤’000 15,459 10,858 4 4 25,303 275 6,277 (6,377) 3,832 (1) (1,965) 17,346 13,610 28,208 440 30,031 (30,759) 21,566 444 (928) 53,665 79,962 (999) (25,046) – (108) – (26,153) 27,512 (2,681) (29,425) (15) (32,121) 47,841 3,450 286 61 1,766 5,563 (5,391) 679 (1,691) 1,594 (4,809) * As re-presented to reflect the effect of discontinued operations – refer to Notes 1, 6 and 10 for further information. 8. Share of Profit of Associates after Tax The Group’s share of profit of associates after tax is equity accounted and is presented as a single line item in the Group Income Statement. The Group’s share of net assets of associates is shown in Note 19. Group share of: Revenue Profit before finance costs Finance income/costs (net) Profit before taxation Taxation Profit after taxation (Note 19) 2010 ¤’000 2009 ¤’000 3,821 20,842 796 (55) 741 (228) 513 738 (84) 654 (217) 437 9. Taxation Continuing operations Current tax Corporation tax charge Overseas tax charge Total current tax (pre-exceptional) Deferred tax Origination and reversal of temporary differences Defined benefit pension obligations Effect of tax rate change Employee share options Total deferred tax Income tax expense (pre-exceptional) Tax charge on exceptional items Current tax Deferred tax Exceptional tax credit Total tax charge from continuing operations (pre-associates) Discontinued operations Current tax Deferred tax Income tax expense (pre-exceptional) Tax credit on exceptional items Current tax Total tax charge from discontinued operations Total tax charge for the year Current tax relating to items charged to equity Income tax relating to foreign exchange Deferred tax relating to items (charged)/credited to equity Actuarial loss on pension liability Cash flow hedges transferred to Income Statement Cash flow hedges fair value adjustments Cash flow hedge currency translation adjustment * As re-presented to reflect the effect of discontinued operations – refer to Notes 1, 6 and 10 for further information. Greencore Group plc Annual Report and Accounts 2010 77 2009 As re- 2010 ¤’000 presented * ¤’000 210 2,434 2,644 206 344 550 2,502 1,020 (664) – (87) 2,771 5,415 2,197 491 (24) 2,664 3,214 – – – (311) (3,042) (3,353) 5,415 (139) 3,115 (1,690) 1,425 (502) 4,012 3,510 – 1,217 1,425 4,727 6,840 4,588 1,520 – (4,223) – 497 – (2,206) (13,218) 446 (473) 92 (13,153) O v e r v i e w B u s i n e s s R e v i e w C o r p o r a t e G o v e r n a n c e F i n a n c i a l S t a t e m e n t s 78 Greencore Group plc Annual Report and Accounts 2010 Notes to the Group Financial Statements year ended 24 September 2010 (continued) 9. Taxation (continued) Reconciliation of Total Tax Expense The tax charge for the year can be reconciled to the profit/(loss) per the Income Statement as follows: Profit/(loss) for the year Total tax charge for the year Less: Share of profit of associates after tax Tax expense at Irish corporation tax rate of 12.5% Effects of: Expenses not deductible for tax purposes Differences in effective tax rates on overseas earnings Utilisation of tax losses Tax exempted earnings and earnings at reduced Irish rates Effect of rate change on deferred tax balance Other Total tax charge for the year 2010 ¤’000 34,460 6,840 (513) 40,787 2009 ¤’000 (8,409) 4,588 (437) (4,258) 5,098 (532) 3,197 2,163 92 (773) (664) (2,273) 5,814 (909) (164) (91) – 470 6,840 4,588 Factors That May Impact Future Tax Charges and Other Disclosures The Group has not provided deferred tax in relation to temporary differences applicable to investments in subsidiaries on the basis that the Group can control the timing and realisation of these temporary differences, and it is probable that the temporary difference will not reverse in the foreseeable future. No provision has been recognised in respect of deferred tax relating to unremitted earnings of subsidiaries as there is no commitment to remit earnings. The tax charge in future periods will be impacted by any changes to the corporation tax rate in force in the countries in which the Group operates. In the UK, the Finance Bill 2010 included a reduction in the rate of corporate income tax from 28% to 27% and this was substantially enacted on 21 July 2010. The rate reduction applies from 1 April 2011. Deferred tax balances must be recognised at the future tax rate applicable when the balance is expected to unwind. As such, the rate reduction to 27% is reflected in the closing deferred tax balance. The UK 2010 Emergency Budget announced further annual reductions in the corporate tax rate of 1% annually, reaching 24% on 1 April 2014. The finance bill did not include these additional rate reductions so they are not substantively enacted and therefore not reflected in the closing deferred tax balance. The Group is subject to income taxes in numerous jurisdictions. Significant judgement is required in determining the Group’s provision for income taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Group recognises liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made. Greencore Group plc Annual Report and Accounts 2010 79 10. Discontinued Operations The Group disposed of its interest in its malt, bottled water and Dutch based convenience foods businesses in 2010. These operations are considered, in management’s judgement, to be discontinued operations in accordance with IFRS 5 Non-Current Assets Held for Sale and Discontinued Operations. The respective profit and losses on the disposal of these businesses were recognised in the Group Income Statement within discontinued operations. The details of the profits/losses are set out in Note 6. Further details on the net assets of the businesses disposed of and consideration received are set out in Note 35. The revenue, results and cash flows of the Group’s discontinued operations (sugar processing, malt, bottled water and Dutch based convenience foods businesses) were as follows: 2010 Pre– Exceptional (Note 6) ¤’000 exceptional ¤’000 2009 As re-presented* Pre- Total exceptional ¤’000 ¤’000 Exceptional (Note 6) ¤’000 Revenue Cost of sales Operating costs, net Operating profit/(loss) Finance income and costs (net) Profit/(loss) before taxation Taxation Profit/(loss) from operations before gain on disposal Gain on disposal (Note 6) Gain from discontinued operations 145,851 (107,129) (30,296) 8,426 296 8,722 (1,425) 7,297 – 7,297 – – – – – – – – 2,253 2,253 145,851 (107,129) (30,296) 302,906 (223,412) (57,323) 8,426 296 8,722 (1,425) 7,297 2,253 9,550 22,171 123 22,294 (3,510) 18,784 – 18,784 Profit before taxation Net finance costs Exceptional items – discontinued Operating profit – discontinued (pre-exceptional) Depreciation Amortisation of intangible assets Amortisation of government grants Difference between pension charge and cash contributions Working capital movement Other movements Net cash (outflow)/inflow from operating activities before exceptional items Cash inflow related to exceptional items Interest paid Tax paid Net cash (outflow)/inflow from operating activities Cash flow from investing activities Purchase of property, plant and equipment Interest received Net cash outflow from investing activities Net (decrease)/increase in cash and cash equivalents * As re-presented to reflect the effect of discontinued operations – refer to Notes 1 and 6 for further information. Total ¤’000 302,906 (226,310) (57,575) 19,021 123 19,144 (4,727) 14,417 417 – (2,898) (252) (3,150) – (3,150) (1,217) (4,367) 417 (3,950) 14,834 2009 As re- 2010 ¤’000 presented * ¤’000 8,722 (296) – 8,426 4,017 99 (47) – (103) (30,771) 38 (18,341) 5,595 – – (886) – 19,144 (123) 3,150 22,171 7,773 142 (304) (11,772) 230 18,240 13 (13,632) 18,253 (2,832) – (10,639) 83 (2,832) (10,556) (16,464) 7,697 O v e r v i e w B u s i n e s s R e v i e w C o r p o r a t e G o v e r n a n c e F i n a n c i a l S t a t e m e n t s 80 Greencore Group plc Annual Report and Accounts 2010 Notes to the Group Financial Statements year ended 24 September 2010 (continued) 11. Earnings per Ordinary Share Basic earnings per ordinary share is calculated by dividing the profit attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the period, excluding ordinary shares purchased by the Company and held as treasury shares and shares held in trust in respect of the Deferred Bonus Awards Scheme. The adjusted figures for basic and diluted earnings per ordinary share are after the elimination of exceptional items, the effect of foreign exchange (FX) on inter-company balances and external loans where hedge accounting is not applied, the movement in the fair value of all derivative financial instruments and related debt adjustments, the amortisation of acquisition related intangible assets and the effect of pension financing. Profit/(loss) attributable to equity holders of the Company Exceptional items (post-tax) Fair value of derivative financial instruments and related debt adjustments where hedge accounting is not applied FX on inter-company balances and external loans where hedge accounting is not applied Amortisation of acquisition related intangible assets (net of tax) Pension financing, net (net of tax) Fair value of derivative financial instruments and related debt adjustments and pension financing included in discontinued operations Numerator for adjusted earnings per share calculation Result from discontinued operations – pre-exceptional Fair value of derivative financial instruments and related debt adjustments and pension financing included in discontinued operations Numerator for continuing adjusted earnings per share calculation Numerator for discontinued basic earnings per share Discontinued profit for the year Profit for the year from discontinued operations (pre-exceptional) Fair value of derivative financial instruments and related debt adjustments and pension financing included in discontinued operations Numerator for discontinued adjusted EPS Basic earnings/(loss) per ordinary share Continuing operations Discontinued operations Adjusted basic earnings per ordinary share Continuing operations Discontinued operations Denominator for earnings per share and adjusted earnings per share calculation Shares in issue at the beginning of the year (thousands) Treasury shares (thousands) Shares held by Trust (thousands) Effect of shares issued in period (thousands) Weighted average number of ordinary shares in issue during the year (thousands) 2009 As re- 2010 ¤’000 presented * ¤’000 33,870 (2,253) 3,731 (1,965) 1,584 (443) (345) 34,179 (7,297) (9,898) 25,230 21,282 (928) 1,471 (1,755) (218) 35,184 (18,784) 345 27,227 218 16,618 9,550 14,834 7,297 18,784 (345) (218) 6,952 18,566 2009 As re- 2010 cent presented * cent 11.9 4.7 16.6 13.3 3.4 16.7 (12.2) 7.3 (4.9) 8.2 9.2 17.4 2010 2009 208,333 (3,905) (1,641) 1,715 205,780 (3,905) (393) 1,234 204,502 202,716 Greencore Group plc Annual Report and Accounts 2010 81 Diluted Earnings per Ordinary Share Diluted earnings per ordinary share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. Employee share options, which are performance based, are treated as contingently issuable shares, because their issue is contingent upon satisfaction of specified performance conditions in addition to the passage of time. These contingently issuable ordinary shares are excluded from the computation of diluted earnings per ordinary share where the conditions governing exercisability have not been satisfied as at the end of the reporting period. Options over 5,635,988 (2009: 6,114,678) shares were excluded from the diluted EPS calculation as they were either antidilutive or contingently issuable ordinary shares which had not satisfied the performance conditions attaching at the end of the reporting period. Diluted earnings/(loss) per ordinary share Continuing operations Discontinued operations Adjusted diluted earnings per ordinary share 2009 As re- 2010 cent presented * cent 11.7 4.6 16.3 (12.2) 7.3 (4.9) 16.5 17.3 A reconciliation of the weighted average number of ordinary shares used for the purposes of calculating the diluted earning per share amounts is as follows: Denominator for diluted earnings per share and adjusted earnings per share calculation Weighted average number of ordinary shares in issue during the year (thousands) Dilutive effect of share options (thousands) Weighted average number of ordinary shares for diluted earnings per share (thousands) * As re-presented to reflect the effect of discontinued operations – refer to Notes 1, 6 and 10 for further information. 12. Dividends Paid and Proposed Amounts recognised as distributions to equity holders in the year: Equity dividends on ordinary shares: Final dividend of 4.5c for the year ended 25 September 2009 (2008: 8.21c) Interim dividend of 3.00c for the year ended 24 September 2010 (2009: 3.00c) Total Proposed for approval at AGM: Equity dividends on ordinary shares: Final dividend of 4.50c for the year ended 24 September 2010 (2009: 4.50c) 2010 2009 204,502 2,548 202,716 248 207,050 202,964 2010 ¤’000 2009 ¤’000 9,257 6,199 15,456 16,574 6,143 22,717 9,300 9,199 This proposed dividend is subject to approval by the shareholders at the Annual General Meeting and has not been included as a liability in the Balance Sheet of the Group as at 24 September 2010 in accordance with IAS 10 Events After the Balance Sheet Date. The proposed final dividend for the year ended 24 September 2010 will be payable on 1 April 2011 to shareholders on the Register of Members at 3 December 2010. O v e r v i e w B u s i n e s s R e v i e w C o r p o r a t e G o v e r n a n c e F i n a n c i a l S t a t e m e n t s 82 Greencore Group plc Annual Report and Accounts 2010 Notes to the Group Financial Statements year ended 24 September 2010 (continued) 13. Goodwill and Intangible Assets Year ended 24 September 2010 Opening net book amount Disposals Adjustments Currency translation differences Amortisation charge Closing net book amount At 24 September 2010 Cost Accumulated amortisation Net book amount Year ended 25 September 2009 Opening net book amount Additions Acquisitions Disposals Adjustments Transfers from property, plant and equipment, net** Currency translation differences Amortisation charge Closing net book amount At 25 September 2009 Cost Accumulated amortisation Net book amount Acquisition related intangible assets- Customer related ¤’000 Computer software and other intangibles ¤’000 Acquisition related intangible assets- * Non- customer related ¤’000 Total ¤’000 5,733 (365) – 482 (1,649) 8,901 – – 867 (947) 6,356 404,305 (1,619) (1,254) 97 – 5,785 401 (4,013) (1,417) Goodwill ¤’000 383,315 – 97 4,035 – 387,447 4,201 8,821 4,086 404,555 387,447 – 387,447 9,493 (5,292) 11,140 (2,319) 6,783 414,863 (10,308) (2,697) 4,201 8,821 4,086 404,555 385,646 – 940 – (13) – (3,258) – 383,315 4,276 2,393 – (25) – 1,055 (523) (1,443) 5,733 9,827 – – – – – 38 (964) 8,901 3,237 4,402 – – – – (146) (1,137) 402,986 6,795 940 (25) (13) 1,055 (3,889) (3,544) 6,356 404,305 383,315 – 383,315 12,195 (6,462) 5,733 10,127 (1,226) 8,901 7,747 (1,391) 413,384 (9,079) 6,356 404,305 * Non-customer related acquisition related intangibles represents all other acquisition related intangible assets, primarily brands. ** Transfers from property, plant and equipment are items of computer software previously carried as property, plant and equipment and which were reclassified to intangible assets in FY09. Goodwill acquired in business combinations is allocated at acquisition to the cash generating units (CGUs) that are expected to benefit from that business combination. A summary of the allocation of the carrying value of goodwill by segment is as follows: Convenience Foods Ingredients & Property 2010 ¤’000 2009 ¤’000 384,778 2,669 380,601 2,714 387,447 383,315 Greencore Group plc Annual Report and Accounts 2010 83 Impairment Testing and Goodwill Goodwill acquired through business combinations has been allocated to CGUs for the purposes of impairment testing based on the business unit into which the business will be assimilated. The recoverable amount of each CGU is based on a value in use computation. The cash flow forecasts employed for this computation are extracted from the 2011 budget document formally approved by the Board of Directors, and specifically exclude incremental profits and other cash flows stemming from future acquisitions. The 2011 forecast cash flows are projected forward for five years using the same assumptions. A terminal value reflecting inflation of 2% (but no other growth) is applied to the Year Five cash flows. A present value of the future cash flows is calculated using a discount rate of 8% (2009: 8%). Applying these techniques, no impairment arose in either 2010 or 2009. The key assumptions include management’s estimates of future profitability based on modest sales growth and inflation expectations, capital expenditure requirements including continuing investment, most particularly in prepared meals, food to go, grocery and the US, and working capital savings. The prior year assumptions were prepared on the same basis. The values applied to the key assumptions are derived from a combination of external and internal factors based on historical experience and take into account management’s expectation of future trends affecting the industry and other developments and initiatives in the business. Estimation of the carrying value of goodwill is a key judgmental estimate in the preparation of the Group Financial Statements. Adjustments to the goodwill allocated to Convenience Foods in relation to the acquisition of Sushi San in 2007 and Ministry of Cake in 2008 were recorded in 2009 and 2010. These adjustments arose due to the revision of the estimate of deferred contingent consideration payable to the former owners of these businesses. An adjustment to the goodwill allocated to Convenience Foods in relation to the acquisition of Home Made Brand Foods in 2008 was recorded in 2009. This adjustment arose due to the revision of the estimate of deferred contingent consideration that was ultimately paid to the former owners of the business and due to the finalisation of acquisition costs. The fair values of the assets acquired were determined provisionally as at 26 September 2008 and no changes to these values were recorded on finalisation in 2009. An adjustment to the goodwill allocated to Ingredients & Property in relation to the acquisition of the minority interest in Trilby Trading in 2009 was recorded in 2010. The adjustment arose due to the revision of the estimate of deferred contingent consideration payable to the former minority interest. Sensitivity Analysis If the estimated discount rate applied to the discounted cash flows had been 10% higher than management’s estimates, there would have been no requirement on the Group to recognise an impairment against goodwill. If the estimated cash flow forecasts used in the value in use computations had been 10% lower than management’s estimates, again there would have been no requirement on the Group to recognise any impairment against goodwill. O v e r v i e w B u s i n e s s R e v i e w C o r p o r a t e G o v e r n a n c e F i n a n c i a l S t a t e m e n t s 84 Greencore Group plc Annual Report and Accounts 2010 Notes to the Group Financial Statements year ended 24 September 2010 (continued) 14. Property, Plant and Equipment Year ended 24 September 2010 Opening net book amount Additions Disposals Reclassifications Currency translation differences Transfers to investment property* Depreciation charge Closing net book amount Plant and Land and buildings machinery ¤’000 ¤’000 Fixtures and fittings ¤’000 Capital work in progress ¤’000 140,356 9,118 (22,464) 2,144 7,115 (28,923) (3,521) 160,081 12,462 (66,124) 9,010 8,323 (75) (18,526) 9,383 1,964 (218) (5,194)** 87 – (1,389) 9,413 9,242 (3,028) (5,960) 212 (5,956) – Total ¤’000 319,233 32,786 (91,834) – 15,737 (34,954) (23,436) 103,825 105,151 4,633 3,923 217,532 * Transfers of assets under remediation to investment property on adoption of the amendments to IAS 40 Investment Property resulting from the 2008 Annual Improvements to IFRSs as described in the Group Statement of Accounting Policies. ** Reclassification of items of plant and machinery previously presented as fixtures and fittings. At 24 September 2010 Cost Accumulated depreciation Net book amount Year ended 25 September 2009 Opening net book amount Additions Disposals Reclassifications Currency translation differences Exceptional provision for impairment Transfers to intangible assets, net* Depreciation charge Closing net book amount At 25 September 2009 Cost Accumulated depreciation Net book amount 131,397 (27,572) 241,958 (136,807) 12,427 (7,794) 3,923 389,705 (172,173) – 103,825 105,151 4,633 3,923 217,532 159,591 2,170 (2,394) 2,144 (17,734) (26) – (3,395) 178,775 18,370 (2,979) 11,048 (21,655) (1,808) (1,055) (20,615) 140,356 160,081 12,108 3,063 (12) (1,759) (1,314) (37) – (2,666) 9,383 16,914 4,902 – (11,433) (970) – – – 367,388 28,505 (5,385) – (41,673) (1,871) (1,055) (26,676) 9,413 319,233 177,288 (36,932) 372,479 (212,398) 140,356 160,081 21,220 (11,837) 9,383 9,413 – 9,413 580,400 (261,167) 319,233 * Transfers to intangible assets are items of computer software previously carried as property, plant and equipment which were reclassified to intangible assets in FY09. Assets Held under Finance Leases The net book amount and the depreciation charge during the year in respect of assets held under finance leases and capitalised in property, plant and machinery are as follows: Cost Accumulated depreciation Net book amount Depreciation charge for the year 2010 ¤’000 – – – 48 2009 ¤’000 1,733 (916) 817 45 Greencore Group plc Annual Report and Accounts 2010 85 2010 ¤’000 710 1,146 – (710) – 34,954 – 1,816 – – 37,916 2009 ¤’000 808 (98) 710 37,916 – 37,916 1,956 (1,246) 710 15. Investment Property Opening net book amount Additions Disposals Transfers from property, plant and equipment * Currency translation differences Depreciation charge Closing net book amount Analysed as: Cost Accumulated depreciation Net book amount * Transfers of assets under remediation to investment property on adoption of the amendments to IAS 40 Investment Property resulting from the 2008 Annual Improvements to IFRSs as described in the Group Statement of Accounting Policies. The fair value of the Group’s investment properties at 24 September 2010 was ¤51.4m (2009: ¤2.4m). The valuation was carried out by the Group Property Director and was arrived at by reference to location, market conditions, status of planning applications and stage of completion of remediation where appropriate. Profit on disposal of property in the Ingredients & Property segment amounted to ¤2.0m (2009: ¤2.9m). Investment property at 24 September 2010 represents the Group’s land subject to remediation, upon which no depreciation is provided. 16. Inventories Raw materials and consumables Work in progress Finished goods and goods for resale 2010 ¤’000 18,008 793 20,748 39,549 2009 ¤’000 41,260 2,802 38,307 82,369 None of the above carrying amounts have been pledged as security for liabilities entered into by the Group. Inventory recognised within cost of sales (pre-exceptional continuing and discontinued) 546,049 604,743 17. Trade and Other Receivables Current Trade receivables Amounts receivable from associates Prepayments VAT Other receivables Subtotal – current Non-current Other receivables Total 2010 ¤’000 2009 ¤’000 40,901 – 3,948 5,115 14,573 67,605 12 12,142 4,302 11,501 64,537 95,562 6,310 – 70,847 – The fair value of current receivables approximates book value due to their size and short-term nature. Non-current receivables are discounted to present value or bear interest at market rates and accordingly represent fair value. The Group’s exposure to credit and currency risk and impairment losses related to trade and other receivables is disclosed in Note 23. O v e r v i e w B u s i n e s s R e v i e w C o r p o r a t e G o v e r n a n c e F i n a n c i a l S t a t e m e n t s 86 Greencore Group plc Annual Report and Accounts 2010 Notes to the Group Financial Statements year ended 24 September 2010 (continued) 18. Trade and Other Payables Current Trade payables Employment related taxes Other payables and accrued expenses VAT Declared interim dividend Subtotal – current Non-current Other payables Total The Group’s exposure to liquidity and currency risk is disclosed in Note 23. 19. Investments in Associates Share of associate’s balance sheet Current assets Non-current assets Current liabilities Non-current liabilities Net assets Carrying amount of associates At beginning of year Share of profit after tax of associate (Note 8) Dividends received Currency translation differences At end of year Details of the Group’s principal associates, all of which are unlisted, are shown in Note 37. 20. Available for Sale Financial Assets At beginning of year Fair value adjustment recognised in the Income Statement Disposal Currency translation differences At end of year 21. Cash and Cash Equivalents Cash at bank and in hand 2010 ¤’000 2009 ¤’000 125,196 3,245 83,480 6 6,199 172,276 5,096 77,860 1,480 6,133 218,126 262,845 5,193 6,924 223,319 269,769 2010 ¤’000 2009 ¤’000 1,432 190 (617) (323) 682 638 513 (537) 68 682 1,856 203 (1,195) (226) 638 1,244 437 (901) (142) 638 2010 ¤’000 2009 ¤’000 23 15 (36) (2) – – – – – – 2010 ¤’000 11,707 2009 ¤’000 43,933 Cash at bank earns interest at floating rates based on daily bank deposit rates. Short-term deposits are made for varying periods, between one day and one month, depending on the immediate cash requirements of the Group, and earn interest at the respective short-term deposit rates. The fair value of cash and cash equivalents equals the carrying amount. Note 24 includes details of the Group’s net debt at 24 September 2010. 22. Borrowings Non-current Bank borrowings Private Placement Notes Finance leases Subtotal – non-current Current Private Placement Notes Finance leases Subtotal – current Total borrowings The maturity of non-current borrowings is as follows: Between 1 and 2 years Between 2 and 5 years Over 5 years Greencore Group plc Annual Report and Accounts 2010 87 2010 ¤’000 2009 ¤’000 45,158 140,257 – 127,632 214,303 1,834 185,415 343,769 41,401 – – 41,401 21 21 226,816 343,790 2010 ¤’000 45,158 54,302 85,955 2009 ¤’000 140,392 127,088 76,289 185,415 343,769 The exposure of the Group’s borrowings to interest rate changes and the contractual repricing dates at the balance sheet date are as follows: 6 months or less 1 – 5 years Over 5 years 2010 ¤’000 86,559 54,302 85,955 2009 ¤’000 147,342 120,138 76,310 226,816 343,790 Bank Borrowings The Group’s bank borrowings are denominated in euro, sterling and US$ and bear floating rate interest, set at commercial rates based on a spread over EURIBOR, sterling LIBOR and US$ LIBOR, for periods ranging from one week to six months. At 24 September 2010, the Group’s borrowings comprised of US$60.0m with a final maturity in April 2012. At 24 September 2010, the Group had available ¤290.8m (2009: ¤289.2m) of undrawn committed borrowing facilities in respect of which all conditions precedent had been met. Uncommitted overdraft facilities undrawn at 24 September 2010 amounted to ¤10.3m (2009: ¤11.4m). Finance Leases The Group had finance leases for various items of property, plant and equipment. Future minimum lease payments under finance leases together with the present value of the net minimum lease payments are set out in Note 32. Private Placement Notes The Group’s Private Placement Notes were issued in October 2003 and comprise fixed rate debt of US$185m (the US$ Notes) and fixed rate debt of Stg£25m (the Stg£ Notes). The US$ Notes are all fixed rate and comprise of US$55m maturing in October 2010, US$30m maturing in October 2013 and US$100m maturing in October 2015. The fixed rates on these Notes range from 4.98% to 5.90%. These Notes have been swapped (using cross-currency interest rate swaps designated as fair value hedges under IAS 39 Financial Instruments: Recognition and Measurement) from fixed US$ to floating sterling rates, repricing semi-annually at commercial rates based on a spread over sterling LIBOR. The Stg£25m fixed rate Note has a rate of 6.19% and matures in October 2013. The average spread the Group paid on its bank borrowings and Private Placement Notes in the year ended 24 September 2010 was 1.54%. Guarantees The Group’s bank borrowings and Private Placement Notes are secured by guarantees from Greencore Group plc and cross-guarantees from various companies within the Group. The Group treats these guarantees as insurance contracts and accounts for them as such. O v e r v i e w B u s i n e s s R e v i e w C o r p o r a t e G o v e r n a n c e F i n a n c i a l S t a t e m e n t s 88 Greencore Group plc Annual Report and Accounts 2010 Notes to the Group Financial Statements year ended 24 September 2010 (continued) 23. Financial Risk Management Objectives and Policies The Group’s activities expose it to a variety of financial risks including interest rate risk, foreign currency risk, liquidity risk, credit risk and price risk. These financial risks are managed by the Group under policies approved by the Board of Directors. The Group uses derivative financial instruments, in particular foreign currency forward contracts, currency swaps and interest rate swaps, to manage certain of the financial risks associated with the underlying business activities of the Group and the financing of those activities. The principal financial risks are actively managed by the Group’s Treasury department. This department operates within strict Board approved policies and guidelines. On an ongoing basis, the Treasury department actively monitors market conditions with a view to minimising the exposure of the Group to changing market factors while at the same time minimising the volatility of the funding costs of the Group. Financial Assets and Liabilities Trade and other receivables Cash and cash equivalents Derivative financial instruments Bank borrowings Private Placement Notes Trade and other payables Loans and receivables ¤’000 FV through income statement ¤’000 Cash flow hedges ¤’000 2010 Financial liabilities at amortised cost ¤’000 Financial liabilities in fair value hedges ¤’000 Carrying value ¤’000 Fair value ¤’000 66,899 11,707 – – – – – – 2,812 – – – – – – – – – – – – (45,158) (29,471) (218,149) – – – – (152,187) – 66,899 66,899 11,707 11,707 2,812 2,812 (45,158) (44,879) (181,658) (180,489) (218,149) (218,149) The fair value of the financial liabilities held at amortised cost and the financial liabilities in fair value hedges have been calculated by discounting the expected future cash flows at prevailing interest rates and by applying period end exchange rates. Trade and other receivables Cash and cash equivalents Derivative financial instruments Bank borrowings Private Placement Notes Finance lease liabilities Trade and other payables Loans and receivables ¤’000 FV through income statement ¤’000 Cash flow hedges ¤’000 83,420 43,933 – – – – – – – (8,956) – – – – – – (1,923) – – – – 2009 Financial liabilities at amortised cost ¤’000 – – – (127,632) (47,082) (1,855) (264,105) Financial liabilities in fair value hedges ¤’000 – – – – (167,221) – – Carrying value ¤’000 83,420 43,933 (10,879) (127,632) (214,303) (1,855) (264,105) Fair value ¤’000 83,420 43,933 (10,879) (124,112) (204,558) (1,855) (264,105) Fair Value Hierarchy The table below analyses financial instruments carried at fair value, by valuation method. The different levels have been defined as follows; Level 1: Level 2: Level 3: quoted prices (unadjusted) in active markets for identical assets and liabilities inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices) inputs for the asset or liability that are not observable market data (unobservable inputs). Assets carried at fair value Cross-currency swaps – fair value hedges Liabilities carried at fair value Interest rate swaps – not designated as fair value hedges Forward foreign exchange contracts – not designated as cash flow hedges During the period, there were no transfers between the different levels. Level 1 ¤’000 Level 2 ¤’000 Level 3 ¤’000 Total ¤’000 – – – – – 21,706 21,706 (18,629) (265) (18,894) – – – – – 21,706 21,706 (18,629) (265) (18,894) Greencore Group plc Annual Report and Accounts 2010 89 Interest Rate Risk The Group’s exposure to market risk for changes in interest rates arises from its floating rate borrowings, cash and cash equivalents and derivatives. The Group’s policy is to optimise interest cost and reduce volatility in reported earnings. This is managed by reviewing the debt profile of the Group regularly on a currency by currency basis and by selectively using interest rate swaps to limit the level of floating interest rate exposure. At least 35% of debt is fixed rate in accordance with policy approved by the Board of Directors. Cash flow sensitivity analysis for floating rate debt The full year impact of both an upward and a downward movement in each applicable interest rate and interest rate curve by 100 basis points (assuming all the other variables remain constant) is shown below. Effect of a downward movement of 100 basis points (cost) On profit after tax 2009 2010 ¤’000 ¤’000 On equity 2010 ¤’000 2009 ¤’000 (5,767) (9,927) (5,767) (9,927) Effect of an upward movement of 100 basis points (gain) 5,289 8,736 5,289 8,736 Foreign Currency Risk The Group is exposed to currency risk as sales and purchases in certain businesses are denominated in currencies other than the functional currency of the entity concerned. The Group employs foreign currency forward contracts to economically hedge foreign exchange exposures arising from forecast transactions in foreign currencies. The Group’s trading entity exposures to foreign currency risk for amounts not denominated in the functional currency of the relevant entity at the balance sheet date were as follows (excluding borrowings and derivative financial instruments): Denominated in: Trade receivables Trade payables Cash and cash equivalents Gross balance sheet exposure EUR ¤’000 198 (963) (6) (771) 2010 USD ¤’000 778 (1,005) 436 GBP ¤’000 902 (582) 3,720 209 4,040 EUR ¤’000 2,529 (646) 5,477 7,360 2009 USD ¤’000 1,472 (287) 2,185 3,370 GBP ¤’000 1,778 (1,577) 100 301 Substantially all of these exposures are covered by forward foreign currency contracts. The Group operates internationally with the majority of its profits earned outside of Ireland. It has significant investments outside of Ireland with the largest single investment being in the UK. In order to protect the Group’s euro Balance Sheet and reduce cash flow risk, the Group has financed most of its investment in the UK by borrowing sterling. Although a portion of this funding is obtained by directly borrowing sterling, a significant element of the funding is achieved through US dollar borrowings converted to sterling using cross-currency swaps. During the period, the Group designated US$60m of US$ borrowings and £90m of sterling borrowings as hedges of its net investments in a US subsidiary and UK subsidiaries respectively. The foreign exchange gain of ¤0.286m arising on translation of the borrowings to euro at the balance sheet date was recognised in the translation reserve in shareholders’ equity. Sensitivity analysis for primary foreign currency risk A 10% strengthening of the euro exchange rate against the sterling or US$ exchange rates in respect of the translation of amounts not denominated in the functional currency of relevant entities into the functional currency of the relevant entities would increase profit after tax and equity by the amount shown below. This assumes that all other variables remain constant. A 10% weakening of the euro exchange rate against the sterling or US$ exchange rates would have an equal and opposite effect. Impact of 10% strengthening of euro vs sterling gain On profit after tax 2009 2010 ¤’000 ¤’000 521 2,784 On equity 2010 ¤’000 521 2009 ¤’000 1,107 Impact of 10% strengthening of euro vs dollar (cost)/gain (232) (785) 3,873 2,373 The effect on equity of a movement between euro and US$ would be offset by the translation of the net assets of the subsidiaries against which the US$ borrowings are hedged. The above calculations do not include the variability in Group profitability which arises on the translation of foreign currency subsidiaries’ financial statements to Group presentation currency. There were no sterling borrowings designated as hedges of the Group’s net investments in UK subsidiaries at 24 September 2010. O v e r v i e w B u s i n e s s R e v i e w C o r p o r a t e G o v e r n a n c e F i n a n c i a l S t a t e m e n t s 90 Greencore Group plc Annual Report and Accounts 2010 Notes to the Group Financial Statements year ended 24 September 2010 (continued) 23. Financial Risk Management Objectives and Policies (continued) Liquidity Risk The Group’s policy on funding capacity is to ensure that it always has sufficient long-term funding and committed bank facilities in place to meet foreseeable peak borrowing requirements with additional headroom of 30% over peak budget requirements. The Group also operates a prudent approach to liquidity risk management by spreading the maturities of its debt to long-term financing. The Treasury department actively monitors the funding requirements of the business. Cash requirements are managed centrally and reviewed on a daily basis. Excess funds are placed on short-term (less than one month) deposits while ensuring that sufficient cash is available on demand to meet expected operational requirements. The following are the carrying amounts and contractual liabilities of financial liabilities (including interest payments): 24 September 2010 Non-Derivative Financial Instruments Bank borrowings Private Placement Notes Trade and other payables Derivative Financial Instruments Interest rate swaps – not designated as fair value hedges Outflow Cross-currency swaps – fair value hedges Inflow Outflow Foreign currency forward contracts Inflow Outflow 25 September 2009 Non-Derivative Financial Instruments Bank borrowings Private Placement Notes Finance lease liabilities Trade and other payables Derivative Financial Instruments Interest rate swaps – not designated as fair value hedges Outflow Cross-currency swaps – fair value hedges Inflow Outflow Foreign currency forward contracts Inflow Outflow Carrying Contractual amount amount ¤’000 ¤’000 Period Period 1-6 months 6-12 months ¤’000 ¤’000 Period 1-5 years ¤’000 Period > 5 years ¤’000 (45,158) (48,500) (181,658) (205,007) (218,149) (218,149) (632) (46,195) (217,285) (635) (3,770) (400) (47,233) (155,042) (464) – – – (18,629) 21,706 (265) (20,873) (3,874) (2,827) (13,967) (205) 169,152 (148,008) 45,283 (40,611) 2,858 (1,421) 43,529 (33,433) 77,482 (72,543) 6,969 (7,618) 1,881 (2,269) 4,286 (5,269) 802 (80) – – Carrying Contractual amount amount ¤’000 ¤’000 Period Period 1-6 months 6-12 months ¤’000 ¤’000 Period 1-5 years ¤’000 Period > 5 years ¤’000 (127,632) (214,303) (1,855) (264,105) (164,284) (249,529) (6,795) (264,194) (2,812) (5,433) (68) (260,260) (2,684) (5,418) (49) (2,606) (158,788) (166,218) (388) (1,328) – (72,460) (6,290) – (24,365) 16,358 (2,872) (23,961) (4,817) (5,025) (13,959) (160) 193,438 (179,963) 4,302 (2,164) 4,302 (2,125) 110,860 (103,989) 73,974 (71,685) 125,329 (127,739) 98,825 (98,961) 15,205 (17,252) 11,299 (11,526) – – Gains and losses on foreign currency forward contracts are credited/charged to the Income Statement when the cash flows arise. Credit Risk Credit risk refers to the risk of financial loss to the Group if a counterparty defaults on its contractual obligations on financial assets held in the Balance Sheet. Risk is monitored both centrally and locally. The Group derives a significant proportion of its revenue from sales to a limited number of major customers. Sales to individual customers can be of significant value and the failure of any such customer to honour its debts could materially impact the Group’s results. The Group derives significant benefit from trading with its large customers and manages the risk by regularly reviewing the credit history and rating of all significant customers. The Group assessed the carrying value of other receivables based on management’s assessment of credit risk and knowledge of the counterparty. The amount was neither past due nor impaired at 24 September 2010. Greencore Group plc Annual Report and Accounts 2010 91 The maximum exposure to credit risk is represented by the carrying amount of each financial asset in the Balance Sheet: Trade receivables Other receivables Cash and cash equivalents Derivative financial instruments Carrying amount 2010 ¤’000 2009 ¤’000 40,901 20,883 11,707 21,706 67,605 11,501 43,933 16,358 Trade receivables 79% of revenue in the convenience foods segment is to the top five UK retailers. Revenue earned individually from four of these customers, ¤175.3m, ¤138.2m, ¤118.5m and ¤103.1m respectively, represents more than 10% of the Group’s revenue. The Group also manages credit risk through the use of a receivables purchase arrangement. Under the terms of this agreement the Group has transferred substantially all of the credit risk and control of the receivables, which are subject to this agreement, and accordingly ¤15.5m (2009: ¤14.1m) has been derecognised at year end. The maximum exposure to credit risk for trade receivables at the reporting date by geographic region was: Ireland United Kingdom Other Europe Rest of World Carrying amount 2010 ¤’000 2009 ¤’000 7,345 29,907 83 3,566 40,901 12,393 32,573 18,013 4,626 67,605 Ageing of trade receivables The aged analysis of trade receivables split between amounts that were neither past due nor impaired and amounts past due but not impaired at 24 September 2010 and 25 September 2009 were as follows: Neither past due nor impaired: Receivable within 3 months of the balance sheet date Past due but not impaired: Receivable between 1 and 6 months of the balance sheet date Receivable between 6 and 9 months of the balance sheet date Total 2010 ¤’000 2009 ¤’000 33,455 52,999 7,446 – 14,372 234 40,901 67,605 Trade receivables are in general receivable within 90 days of the balance sheet date, are unsecured and are not interest bearing. The figures disclosed above are stated net of provisions for impairment. The movements in the provision for impairment of receivables are as follows: At beginning of year Translation adjustment Eliminated on disposal Provided during year Written-off during year Recovered during year At end of year 2010 ¤’000 1,360 56 (551) 944 (821) (46) 942 2009 ¤’000 3,170 (170) (1,068) 475 (927) (120) 1,360 O v e r v i e w B u s i n e s s R e v i e w C o r p o r a t e G o v e r n a n c e F i n a n c i a l S t a t e m e n t s 92 Greencore Group plc Annual Report and Accounts 2010 Notes to the Group Financial Statements year ended 24 September 2010 (continued) 23. Financial Risk Management Objectives and Policies (continued) Credit Risk (continued) Cash and cash equivalents Exposure to credit risk on cash and derivative financial instruments is monitored by Group Treasury. It is Group policy that cash is only placed on deposit with institutions with a minimum short-term credit rating of A-1 with Standard & Poor’s or P-1 with Moody’s. The maximum exposure to credit risk for cash and cash equivalents by geographic location of financial institution was: Europe UK Ireland and other Carrying amount 2010 ¤’000 2009 ¤’000 350 7,837 3,520 11,707 9,646 27,441 6,846 43,933 Price Risk The Group purchases a variety of commodities which can experience significant price volatility. The price risk on these commodities is managed by the Group through the Group purchasing function. It is Group policy to minimise its exposure to volatility by adopting an appropriate forward purchase strategy. Derivative Financial Instruments Derivative financial instruments recognised as assets and liabilities in the Group Balance Sheet are analysed as follows: Current Interest rate swaps – not designated as hedges Forward foreign exchange contracts – not designated as cash flow hedges Cross-currency interest rate swaps – fair value hedges Non-current Cross-currency interest rate swaps – fair value hedges Total Current Interest rate swaps – not designated as hedges Forward foreign exchange contracts – cash flow hedges Forward foreign exchange contracts – not designated as cash flow hedges Non-current Cross-currency interest rate swaps – fair value hedges Total Assets ¤’000 2010 Liabilities ¤’000 Net ¤’000 – – 2,486 (18,629) (265) – (18,629) (265) 2,486 2,486 (18,894) (16,408) 19,220 19,220 – – 19,220 19,220 21,706 (18,894) 2,812 Assets ¤’000 2009 Liabilities ¤’000 Net ¤’000 – – – – (24,365) (1,923) (949) (24,365) (1,923) (949) (27,237) (27,237) 16,358 16,358 16,358 – – 16,358 16,358 (27,237) (10,879) Derivative instruments which are not designated as effective hedging instruments (i.e. trading derivatives) are classified as a current asset or liability regardless of maturity. 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 twelve months and as a current asset or liability if the maturity of the hedged item is less than twelve months. Greencore Group plc Annual Report and Accounts 2010 93 Cross-Currency Interest Rate Swaps The Group utilises cross-currency interest rate swaps to swap fixed rate US$ denominated debt of US$185m into floating rate sterling debt of Stg£111m. The floating rates are based on sterling LIBOR. These swaps are designated as fair value hedges under IAS 39 Financial Instruments: Recognition and Measurement. Interest Rate Swaps The Group utilises interest rate swaps, not designated as hedges under IAS 39 Financial Instruments: Recognition and Measurement, to swap floating rate euro, sterling and US$ liabilities into fixed rate euro, sterling and US$ liabilities respectively. The principal amounts of the Group’s borrowings which are swapped at 24 September 2010 total ¤50m, Stg£90m and US$45m (2009: total ¤105m, Stg£155m and US$45m). At 24 September 2010, the fixed interest rates vary from 3.04% to 5.70% (2009: 3.64% to 5.27%) and the floating rates are based on EURIBOR, sterling LIBOR and US Dollar LIBOR. At 24 September 2010, the maturity profile of the interest rate swaps ranged from 28 October 2010 to 28 October 2015. Forward Foreign Exchange Contracts The notional principal amounts of outstanding forward foreign exchange contracts at 24 September 2010 total ¤28.9m (2009: ¤102m). A net gain of ¤1.774m (2009: ¤0.23m) was recognised in the cash flow reserve in equity at 24 September 2010 on foreign exchange forward contracts designated as cash flow hedges under IAS 39 Financial Instruments: Recognition and Measurement, all of which has been recognised in the Income Statement for the year ended 24 September 2010. A gain of ¤0.591m (2009: ¤0.077m) has been recognised in the Income Statement, presented as part of discontinued operations, in respect of ineffective cash flow hedges in the period. No outstanding forward foreign exchange contracts are designated in cash flow hedges at 24 September 2010. 24. Analysis of Net Debt Reconciliation of Opening to Closing Net Debt Net debt is a non-IFRS measure which comprises current and non-current borrowings and the cross-currency interest rate swaps in fair value hedges related to the Private Placement Notes less cash and cash equivalents. It does not include other derivative financial instruments, but does include the proportion of the fair value of the hedging adjustment on the Private Placement Notes which is included in their carrying value on the Balance Sheet. The reconciliation of opening to closing net debt for the year ended 24 September 2010 is as follows: At 25 September 2009 ¤’000 Disposals ¤’000 Cash flow adjustment adjustments ¤’000 ¤’000 ¤’000 At 24 Hedge Translation September 2010 ¤’000 Cash and cash equivalents Bank borrowings Finance leases Private Placement Notes Cross-currency interest rate swaps – fair value hedges Total 43,933 (127,632) (1,855) (214,303) 16,358 (2,904) – 1,836 – – (32,403) 82,398* 19 52,522 (2,404) – – – (6,277) 6,377 3,081 76 – (13,600) 1,375 11,707 (45,158) – (181,658) 21,706 (283,499) (1,068) 100,132 100 (9,068) (193,403) * During the year, the Group used its bank borrowing facilities to draw down ¤113.9m. The Group used ¤110m of this drawdown to restructure its debt currency profile. The Group also repaid ¤196.3m of its bank borrowing facilities during the year. Cash and cash equivalents Bank borrowings Finance leases Private Placement Notes Cross-currency interest rate swaps – fair value hedges At 26 September 2008 ¤’000 139,040 (191,946) (1,925) (213,698) (15,346) Disposals ¤’000 (9,389) – – – – Cash flow adjustment adjustments ¤’000 At 25 Hedge Translation September 2009 ¤’000 ¤’000 ¤’000 (71,523) 57,104* 60 – – – – – (30,031) 30,759 (14,195) 7,210 10 29,426 945 43,933 (127,632) (1,855) (214,303) 16,358 Total (283,875) (9,389) (14,359) 728 23,396 (283,499) * The Group concluded a refinancing of existing bank borrowings which resulted in the repayment of existing facilities totalling ¤257.6m on 15 April 2009 and the draw down of ¤261.5m of new facilities on the same date. O v e r v i e w B u s i n e s s R e v i e w C o r p o r a t e G o v e r n a n c e F i n a n c i a l S t a t e m e n t s 94 Greencore Group plc Annual Report and Accounts 2010 Notes to the Group Financial Statements year ended 24 September 2010 (continued) 24. Analysis of Net Debt (continued) Comparable Net Debt Comparable net debt is a non-IFRS performance measure used by the Group as a key performance indicator. Comparable net debt comprises net debt excluding the impact of derivative financial instruments and fair value of the Private Placement Notes. The reconciliation of comparable net debt for the year ended 24 September 2010 is set out in the following table. At 25 September 2009 ¤’000 Disposals ¤’000 At 24 Translation September 2010 ¤’000 Cash flow adjustments ¤’000 ¤’000 Cash and cash equivalents Bank borrowings Finance leases Private Placement Notes Total 43,933 (127,632) (1,855) (198,241) (2,904) – 1,836 – (32,403) 82,398* 19 50,118 3,081 76 – (12,250) 11,707 (45,158) – (160,373) (283,795) (1,068) 100,132 (9,093) (193,824) * During the year, the Group used its bank borrowing facilities to draw down ¤113.9m. The Group used ¤110m of this drawdown to restructure its debt currency profile. The Group also repaid ¤196.3m of its bank borrowing facilities during the year. Cash and cash equivalents Bank borrowings Finance leases Private Placement Notes Total At 26 September 2008 ¤’000 139,040 (191,946) (1,925) (228,576) Disposals ¤’000 (9,389) – – – At 25 Translation September 2009 ¤’000 Cash flow adjustments ¤’000 ¤’000 (71,523) 57,104* 60 – (14,195) 7,210 10 30,335 43,933 (127,632) (1,855) (198,241) (283,407) (9,389) (14,359) 23,360 (283,795) * The Group concluded a refinancing of existing bank borrowings which resulted in the repayment of existing facilities totalling ¤257.6m on 15 April 2009 and the draw down of ¤261.5m on new facilities on the same date. Currency Profile The currency profile of net debt and derivative financial instruments at 24 September 2010 was as follows: Cash and cash equivalents Borrowings Derivative financial instruments USD ¤’000 4,175 (45,158) (2,572) EUR ¤’000 6,280 – 10,034 GBP ¤’000 Total ¤’000 1,252 (181,658) (4,650) 11,707 (226,816) 2,812 (43,555) 16,314 (185,056) (212,297) The currency profile of net debt and derivative financial instruments at 25 September 2009 was as follows: Cash and cash equivalents Borrowings Derivative financial instruments USD ¤’000 396 (37,633) (2,238) EUR ¤’000 20,439 (91,855) (10,895) GBP ¤’000 Total ¤’000 23,098 (214,302) 1,754 43,933 (343,790) (11,379) (39,475) (82,311) (189,450) (311,236) Interest Rate Profile The interest rate profile of net debt at 24 September 2010 was as follows: EUR STG USD The interest rate profile of net debt at 25 September 2009 was as follows: EUR STG USD 25. Provisions for Liabilities At beginning of year Provided in year Utilised in year Currency translation differences Unwind of discount to present value in the year At end of year Analysed as: Non-current liabilities Current liabilities Greencore Group plc Annual Report and Accounts 2010 95 Floating rate debt ¤’000 Fixed rate debt ¤’000 Total ¤’000 6,280 (23,134) 15,464 – (135,565) (56,448) 6,280 (158,699) (40,984) (1,390) (192,013) (193,403) Floating rate debt ¤’000 Fixed rate debt ¤’000 20,439 38,361 (6,446) (91,855) (213,207) (30,791) Total ¤’000 (71,416) (174,846) (37,237) 52,354 (335,853) (283,499) Remediation Deferred and contingent closure consideration ¤’000 ¤’000 9,803 193 (3,368) – – 6,628 Other ¤’000 7,106 300 (2,602) 473 183 Total ¤’000 17,476 509 (6,394) 473 183 567 16 (424) – – 159 5,460 12,247 2010 ¤’000 3,950 8,297 12,247 2009 ¤’000 6,188 11,288 17,476 Remediation and Closure Remediation and closure obligations and related costs arise primarily from the Ingredients & Property segment, and have been established to cover either a statutory or constructive obligation of the Group to carry out remedial works. Remediation amounts relate to irrevocable commitments in respect of programmes commenced and committed to in the Ingredients & Property segment, primarily related to the exit from sugar processing. The estimation of remediation and closure provisions is a key judgement in the preparation of the financial statements. A significant portion of the balance provided is not contracted and accordingly the timing of payments is subject to a degree of uncertainty. Substantially all costs are expected to have been incurred by September 2011. Deferred Contingent Consideration Deferred contingent consideration at 24 September 2010 and at 25 September 2009 represents the estimated amount payable in respect of the acquisition of the minority interest of Trilby Trading Limited. This amount becomes payable in March 2011. Deferred consideration arising on other acquisitions is included in other payables. Other Other provisions primarily consist of (a) provisions for leasehold dilapidations in respect of certain leases, relating to the estimated cost of reinstating leasehold premises to their original condition at the time of the inception of the lease as provided for in the lease agreement; and (b) provision for onerous contractual obligations for properties held under operating lease. It is anticipated that these will be payable within five years. O v e r v i e w B u s i n e s s R e v i e w C o r p o r a t e G o v e r n a n c e F i n a n c i a l S t a t e m e n t s 96 Greencore Group plc Annual Report and Accounts 2010 Notes to the Group Financial Statements year ended 24 September 2010 (continued) 26. Deferred Taxation The Group’s deferred tax assets and liabilities are analysed as follows: Property, Acquisition Retirement Derivative plant and financial intangibles obligations instruments equipment ¤’000 ¤’000 related benefit ¤’000 ¤’000 At beginning of year Income Statement charge (Note 9) Tax charged to equity (Note 9) Discontinued tax credit (Note 9) Disposals (Note 35) Currency translation differences and other (24,305) (2,456) – 1,690 6,659 (1,218) (3,531) 131 – – – 24 24,312 (1,020) 4,223 – (1,735) 1,864 538 – (497) – (41) – At end of year (19,630) (3,376) 27,644 Deferred tax assets (deductible temporary differences) Deferred tax liabilities 16,823 – 27,644 (taxable temporary differences) (36,453) (3,376) – Net deferred tax liability (19,630) (3,376) 27,644 – – – – * As re-presented to reflect the effect of discontinued operations – refer to Notes 1, 6 and 10 for further information. Employee share options ¤’000 50 87 – – – – Other ¤’000 (1,719) 487 – – (296) (805) 2009 As re- 2010 Total ¤’000 presented * Total ¤’000 (4,655) (2,771) 3,726 1,690 4,587 (135) (15,461) 378 13,153 (4,012) 155 1,132 (4,655) 137 (2,333) 2,442 137 1,680 46,284 42,993 – (4,013) (43,842) (47,648) 137 (2,333) 2,442 (4,655) No deferred tax asset is recognised in respect of certain tax losses incurred by the Group on the grounds that there is insufficient evidence that the assets will be recoverable. In the event that sufficient profits are generated in the relevant jurisdictions in the future, these assets may be recovered. The unrecognised deferred tax asset at 24 September 2010 was ¤18.2m (2009: ¤19.0m). No deferred tax asset is recognised in respect of certain capital losses incurred by the Group on the grounds that there is insufficient evidence that the assets will be recoverable. The unrecognised deferred tax asset at 24 September 2010 was ¤4.5m (2009: ¤4.5m). 27. Government Grants At beginning of year Received in year Amortised in year Disposals Repaid in year Currency translation differences At end of year 2010 ¤’000 1,096 – (85) (908) – – 11 6 2009 ¤’000 1,047 166 (116) (7) 114 1,096 Government grants received of ¤nil (2009: ¤0.692m) are repayable under certain circumstances as set out in the grant agreements. Greencore Group plc Annual Report and Accounts 2010 97 28. Retirement Benefit Obligations The Group operates either defined benefit or defined contribution pension schemes in all of its main operating locations. Scheme assets are held in separate trustee administered funds. Defined Contribution Schemes The total cost charged to income of ¤2.451m (2009: ¤0.526m) represents employer contributions payable to these schemes at rates specified in the rules of the schemes. At year-end, ¤0.386m (2009: ¤0.032m) was included in other accruals in respect of defined contribution pension accruals. Defined Benefit Schemes The Group operates four defined benefit schemes in the Republic of Ireland and previously the Group operated a scheme in the Netherlands (the Eurozone schemes). The Group also operates three defined benefit schemes in the UK (the UK schemes). The Projected Unit Credit actuarial cost method has been employed in determining the present value of the defined benefit obligation arising, the related current service cost and, where applicable, past service cost. Actuarial gains and losses and the associated movement in the deferred tax asset are recognised in retained income via the Statement of Recognised Income and Expense. Full actuarial valuations were carried out between 1 April 2007 and 1 April 2010. In general, actuarial valuations are not available for public inspection, however, the results of valuations are advised to the members of the various schemes. The size of the obligation is sensitive to judgmental actuarial assumptions. These include demographic assumptions covering mortality, economic assumptions covering price inflation, benefit increases, and the discount rate. The expected return on plan assets is also a key judgement. The principal actuarial assumptions were as follows: Rate of increase in pension payment Discount rate Inflation rate The expected long-term rates of return on the assets of the schemes were as follows: Equities Bonds Property Cash/other 2010 0%-3.00% 4.90%-5.20% 1.80%-3.00% 2009 0%-3.00% 5.60%-6.00% 2.00%-3.00% 2010 7.94%-8.50% 3.10%-5.07% 7.50% 1.00% 2009 8.05%-9.50% 3.80%-5.60% 8.50% 1.00% The expected long-term rate of return on scheme assets is calculated taking account of the available yield on fixed interest stock and allows for additional returns on the growth assets. Assumptions regarding future mortality experience are set based on information from published statistics and experience in all geographic regions and are selected to reflect the characteristics and experience of the membership of the relevant plans. In relation to the UK, this has been done by adjusting standard mortality tables to reflect recent research into mortality experience in the UK (S1N (YoB) MC tables combined with an underpin for improvements factors). The average life expectancy, in years, of a pensioner retiring at 65 is as follows: Male Female The Group does not operate any post-employment medical benefit schemes. 2010 years 20-26 23-28 2009 years 20-22 23-25 O v e r v i e w B u s i n e s s R e v i e w C o r p o r a t e G o v e r n a n c e F i n a n c i a l S t a t e m e n t s 98 Greencore Group plc Annual Report and Accounts 2010 Notes to the Group Financial Statements year ended 24 September 2010 (continued) 28. Retirement Benefit Obligations (continued) Sensitivity of Pension Liability to Judgmental Assumptions Assumption Discount rate Rate of inflation Rate of mortality Change in assumption Impact on scheme liabilities Increase/decrease by 0.5% Increase/decrease by 0.5% Members assumed to live 1 year longer Decrease/increase by 7.4% Increase/decrease by 4.9% Increase by 2.6% Market Value of the Assets of the Schemes Equities Bonds Property Cash/other Total market value at end of year Present value of scheme liabilities Deficit in schemes Deferred tax asset Net liability at end of year Defined Benefit Pension Assets and Liabilities as Analysed in the Group Balance Sheet Non-current liabilities 2010 ¤’000 211,781 139,737 16,819 13,039 2009 ¤’000 209,342 114,752 19,924 3,127 381,376 (499,818) 347,145 (447,004) (118,442) 27,644 (99,859) 24,312 (90,798) (75,547) 2010 ¤’000 2009 ¤’000 (118,442) (99,859) Expense Charged in the Group Income Statement in Respect of Defined Benefit Pension Schemes Current service costs (included in operating costs) Past service costs Total included in staff costs (Note 4) Interest cost Expected return on plan assets Total included in finance costs (continuing and discontinued) The total return on plan assets for the year was a gain of ¤4.045m (2009: loss of ¤7.591m). 2010 ¤’000 1,316 – 1,316 2010 ¤’000 25,669 (25,338) 331 2009 ¤’000 3,604 58 3,662 2009 ¤’000 28,939 (30,015) (1,076) Greencore Group plc Annual Report and Accounts 2010 99 Actuarial Losses Recognised in the Statement of Recognised Income and Expense Actual return less expected return on pension scheme assets Actuarial losses arising on the scheme liabilities Total included in the Statement of Recognised Income and Expense Cumulative Actuarial Loss Recognised in the Statement of Recognised Income and Expense At beginning of year Actuarial loss for the year At end of year Movement in the Fair Value of Plan Assets At beginning of year Expected return on plan assets Actuarial gains/(losses) on plan assets Settlement on disposal of operations Contributions by employers Contributions by members Benefits paid Currency translation differences At end of year Movement in the Present Value of Defined Benefit Obligations At beginning of year Current service costs Past service cost Interest cost Settlement on disposal of operations Actuarial loss Contributions by members Benefits paid Currency translation differences At end of year 2010 ¤’000 21,293 (50,084) 2009 ¤’000 (37,606) (11,825) (28,791) (49,431) 2010 ¤’000 (126,938) (28,791) 2009 ¤’000 (77,507) (49,431) (155,729) (126,938) 2010 ¤’000 347,145 25,338 21,293 (8,395) – 11,660 588 (26,014) 9,761 2009 ¤’000 386,610 30,015 (37,606) 12,117 2,045 (27,105) (18,931) 381,376 347,145 2010 ¤’000 2009 ¤’000 447,004 1,316 – 25,669 (15,041) – 50,084 588 (26,014) 16,212 454,700 3,604 58 28,939 11,825 2,045 (27,105) (27,062) 499,818 447,004 On the disposal of the malt businesses, ¤5.6m of the total consideration was used to fund the pension deficit in respect of active members which transferred to the purchaser. This transfer gave rise to a settlement gain of ¤6.6m, which is included in the profit on disposal of the malt businesses. O v e r v i e w B u s i n e s s R e v i e w C o r p o r a t e G o v e r n a n c e F i n a n c i a l S t a t e m e n t s 100 Greencore Group plc Annual Report and Accounts 2010 Notes to the Group Financial Statements year ended 24 September 2010 (continued) 28. Retirement Benefit Obligations (continued) History of Experience Adjustments Present value of defined benefit obligations Fair value of scheme assets Deficit in the schemes 2010 ¤’000 2009 ¤’000 2008 ¤’000 2007 ¤’000 2006 ¤’000 (499,818) 381,376 (447,004) 347,145 (454,700) 386,610 (573,097) 547,313 (591,520) 539,898 (118,442) (99,859) (68,090) (25,784) (51,622) Difference between the expected and actual return on scheme assets (¤’000) As a percentage of scheme assets 21,293 5.6% (37,606) 10.8% (150,778) 39.0% (11,972) 2.2% 2010 2009 2008 2007 Actuarial (losses)/gains on scheme liabilities (¤’000) As a percentage of the present value of scheme liabilities (50,084) 10.0% (11,825) 2.6% 86,074 18.9% Total recognised in Statement of Recognised Income and Expenses (¤’000) As a percentage of the present value of the scheme liabilities (28,791) 5.8% (49,431) 11.1% (64,704) 14.2% 18,736 3.3% 6,764 1.2% 2006 21,457 4.0% (10,270) 1.7% 11,187 1.9% The expected contributions payable to Group defined benefit schemes in 2011 are ¤12.5m. 29. Equity Share Capital 300,000,000 ordinary shares of 63c each 1 special rights preference share of ¤1.26 (a) 206,668,944 (2009: 204,428,229) ordinary shares of 63c each 3,904,716 ordinary shares of 63c each held as treasury shares (d) 1 special rights preference share of ¤1.26 (a) 2010 2009 Authorised Authorised ¤’000 ¤’000 189,000 – – 189,000 189,000 189,000 2010 Issued and fully paid ¤’000 2009 Issued and fully paid ¤’000 130,201 2,460 – – 128,790 2,460 132,661 131,250 (a) The special share is owned by the Minister for Agriculture and Food, on behalf of the Irish State. This gives the owner certain rights, inter alia, in relation to the shares, sugar quota and sugar producing assets of Irish Sugar Limited. (b) Details of share options granted under the Company’s Executive Share Option Scheme, savings-related share option schemes and the Deferred Bonus Plan and the terms attaching thereto are provided in Note 5 to the Group Financial Statements and in the Report on Directors Remuneration. (c) During the year 2,208,982 (2009: 2,553,869) shares were issued in respect of the scrip dividend scheme. (d) In 1998, the company re-purchased 4,906,250 ordinary shares. During the current year and the prior year none of these shares were re-issued. The remaining 3,904,716 shares are held as treasury shares and are not eligible for dividends or voting. Greencore Group plc Annual Report and Accounts 2010 101 Capital Risk Management The Group manages its capital to ensure that entities in the Group will be able to continue as going concerns while maximising return to stakeholders through the optimisation of the debt and equity balance. Capital is defined as the sum of the book value of shareholders’ equity plus comparable net debt but excluding land subject to remediation and pension scheme assets or deficits. The Group’s return on capital employed (ROCE) is calculated by dividing Group operating profit (pre-exceptional charges and amortisation of acquisition related intangibles) plus pre-tax profit from associates by capital for ROCE purposes as shown below. The Group monitors the return on capital of the Group as a key performance indicator. Book value of shareholders’ equity Comparable net debt (Note 24) Retirement benefit obligation (net of deferred tax asset) (Note 28) Capital Investment Property – land subject to remediation Capital for ROCE purposes Reconciliation of Movements on Equity Share Capital Share capital at beginning of year Shares issued during the year Share capital at end of year 30. Minority Interest At beginning of year Profit after tax Dividends paid to minorities Acquisitions At end of year 2010 ¤’000 178,884 193,824 90,798 2009 ¤’000 172,308 283,795 75,547 463,506 (37,916) 531,650 (35,391) 425,590 496,259 2010 ¤’000 131,250 1,411 132,661 2009 ¤’000 129,641 1,609 131,250 2010 ¤’000 3,591 590 (1,300) – 2,881 2009 ¤’000 4,816 1,489 (1,530) (1,184) 3,591 During 2009, the Group bought the minority interest shareholdings in two of its subsidiaries, Trilby Trading Limited and Encore Knockmore Limited. The total cash consideration for the shares was ¤1.1m with an additional deferred contingent element payable depending on future business performance. The difference between the book value of the share of net assets acquired at acquisition and the consideration and related costs was recorded as an adjustment to goodwill. 31. Working Capital Movement The following represents the Groups working capital movement for continuing activities: Inventories Trade and other receivables Trade and other payables 2009 As re- 2010 ¤’000 presented * ¤’000 5,973 (4,604) 23,273 24,642 16,553 14,228 (21,975) 8,806 The total cash outflow in the year in respect of prior years exceptional charges was ¤6.5m. The exceptional cash flow excludes the cash inflow on the disposal of the malt, bottled water and Dutch based convenience foods businesses. * As re-presented to reflect the effect of discontinued operations – refer to Notes 1, 6 and 10 for further information. O v e r v i e w B u s i n e s s R e v i e w C o r p o r a t e G o v e r n a n c e F i n a n c i a l S t a t e m e n t s 102 Greencore Group plc Annual Report and Accounts 2010 Notes to the Group Financial Statements year ended 24 September 2010 (continued) 32. Commitments under Operating Leases Operating Leases Future minimum rentals payable under non-cancellable operating leases at year end are as follows: Within one year After one year but not more than five years More than five years 2010 ¤’000 9,327 24,028 33,607 66,962 2009 ¤’000 11,896 28,739 43,756 84,391 Finance Leases Future minimum lease payments under finance leases, together with the present value of the net minimum lease payments, are as follows: Within one year After one year but not more than five years More than five years Total minimum lease payments Less: amounts allocated to future finance costs Present value of minimum lease payments 2010 Present value of payments ¤’000 2009 Minimum payments ¤’000 Present value of payments ¤’000 Minimum payments ¤’000 – – – – – – – – – – – – 117 388 6,290 6,795 (4,940) 1,855 21 6 1,828 1,855 – 1,855 Finance and operating lease commitments relate to property, plant and machinery and fixtures and fittings. 33. Capital Expenditure Commitments Capital expenditure that has been contracted for but not been provided for in the Financial Statements Capital expenditure that has been authorised by the Directors but not yet been contracted 2010 ¤’000 3,445 4,141 7,586 2009 ¤’000 1,809 423 2,232 34. Contingencies The Company and certain subsidiaries have given guarantees in respect of borrowings and other obligations arising in the ordinary course of the business of the Company and other Group undertakings. The Company and other Group undertakings consider these guarantees to be insurance contracts and account for them as such. The Company treats these guarantee contracts as contingent liabilities until such time as it becomes probable that a payment will be required under such guarantees. Pursuant to the provisions of Section 17, Companies (Amendment) Act, 1986, the Company has guaranteed the liabilities of certain subsidiary undertakings in the Republic of Ireland for the financial year ended 24 September 2010 and as a result, such subsidiary undertakings have been exempted from the filing provisions of Section 7, Companies (Amendment) Act, 1986. Various subsidiaries of the Group are subject to legal proceedings. Provisions for anticipated settlement costs and associated expenses arising from legal and other disputes are made where a reliable estimate can be made of the probable outcome of the proceedings. The Group has provided security to the Government of Ireland for the purpose of facilitating the receipt of restructuring aid as provided for in Commission Regulation (EC) No 968/2006. The security is in the form of a bank guarantee and amounts to ¤9.4m (2009: ¤9.4m). The guarantee becomes payable if the Group does not complete one or more of its commitments under the restructuring plan, at which time, that part of the aid granted in respect of the commitment concerned can be recovered from the Group. The Group continues to perform its commitments under its restructuring plan and accordingly, in the opinion of the Directors, the likelihood of repayment of any restructuring aid received is considered to be remote and therefore no provision has been recognised in the Group Financial Statements in respect of this guarantee. As part of the agreement to dispose of Greencore Malt, the Group provided a bank guarantee to Axéréal Union de Coopératives Agricoles for an amount of ¤10.0 million to guarantee the performance by the Group of its payment obligations in respect of any breach of warranty, indemnity or covenant under the disposal agreement in respect of any claim made by Axéréal Union de Coopératives Agricoles up to 26 March 2012. Greencore Group plc Annual Report and Accounts 2010 103 35. Disposal of Undertakings The Group disposed of its interest in its malt, bottled water and Dutch based convenience foods businesses in 2010. The respective profit and losses on the disposal of these businesses were recognised in the Group Income Statement within discontinued operations. The details of the disposals are set out in Note 6. As referred to in Note 6, the Group disposed of its interest in its grain trading business at Drummonds in 2009. The loss on disposal of this business was recognised in the Group Income Statement within continuing operations. The net assets of the businesses disposed of, the total consideration received and the portion of consideration consisting of cash and cash equivalents and the amount of cash and cash equivalents over which control was lost are as follows: Assets Intangible assets Property, plant and equipment Deferred tax assets Inventories Trade and other receivables Cash and cash equivalents Total assets Liabilities Borrowings Trade and other payables Derivative financial liabilities Government grants Deferred tax liabilities Total liabilities Total enterprise value Profit/(loss) on disposal Recycle of losses recorded in equity on foreign exchange and cash flow hedges Working capital adjustments Disposal related costs* Total consideration Reconciliation of consideration received to cash received Total consideration Deferred consideration Working capital adjustments received on completion Net consideration received on completion Disposal related costs paid Net cash inflow arising on disposal Satisfied by: Cash payments Cash and cash equivalents disposed of** Net cash inflow arising on disposal * Disposal related costs consists of pension curtailment gains and transaction costs. ** Cash and cash equivalents disposed of consist of both cash and cash equivalents and borrowings. The deferred consideration is receivable in March 2011, March 2012 and August 2013. 2010 ¤’000 2009 ¤’000 1,619 – 89,050 1,776 – 31,221 38,371 2,902 – 1,216 3,128 4,252 164,939 8,596 (5,601) (1,834) – (55,471) (158) – (908) – (6,363) – (64,734) (5,601) 100,205 2,995 (283) 2,253 7,340 – 16,071 – 16,387 – 142,256 2,712 142,256 2,712 (7,282) – (17,392) – 117,582 (12,810) – 2,712 104,772 2,712 105,840 (1,068) 104,772 12,101 (9,389) 2,712 O v e r v i e w B u s i n e s s R e v i e w C o r p o r a t e G o v e r n a n c e F i n a n c i a l S t a t e m e n t s 104 Greencore Group plc Annual Report and Accounts 2010 Notes to the Group Financial Statements year ended 24 September 2010 (continued) 36. Related Party Disclosures The principal related party relationships requiring disclosure in the Group Financial Statements under IAS 24 Related Party Disclosures pertain to the existence of subsidiaries and associates and transactions with these entities entered into by the Group and the identification and compensation of key management personnel as addressed in greater detail below. Subsidiaries and Associates The Group Financial Statements include the Financial Statements of the Company (Greencore Group plc, the ultimate parent) and its subsidiaries and associates. A listing of the principal subsidiaries and associates is provided in Note 37 of the Group Financial Statements. Sales to and purchases from, together with outstanding payables and receivables to and from, subsidiaries, are eliminated in the preparation of the Group Financial Statements in accordance with IAS 27 Consolidated and Separate Financial Statements. Amounts receivable from and payable to associates as at the balance sheet date are included as separate line items in the notes to the Group Financial Statements. Terms and Conditions of Transactions with Associates In general, sales to and purchases from associates are on terms equivalent to those that prevail in arm’s length transactions. The outstanding balances included in receivables and payables at the balance sheet date in respect of transactions with associates are unsecured, interest free and settlement arises in cash. No guarantees have been either requested or provided in relation to the associates company receivables and payables. Key Management Personnel For the purposes of the disclosure requirements of IAS 24 Related Party Disclosures, the term key management personnel (i.e. those persons having the authority and responsibility for planning, directing and controlling the activities of the Company), comprise the Board of Directors which manages the business and affairs of the Company. As identified in the Report on Directors’ Remuneration, the Directors, other than the Non-Executive Directors, serve as executive officers of the Company. Key management personnel compensation was as follows: Salaries and other short-term employee benefits Post-employment benefits Share-based payments 2010 ¤’000 4,588 505 1,241 6,334 2009 ¤’000 3,336 173 475 3,984 37. Principal Subsidiaries and Associated Undertakings Name of subsidiary Nature of business Percentage share Registered office Breadwinner Foods Limited* Food Processors 100 Greencore Advances Limited Finance Company Greencore Developments Limited Property Company Greencore Finance Limited Finance Company Greencore Funding Limited** Finance Company 100 100 100 100 Greencore Group UK Centre Midland Way Barlborough Links Business Park Barlborough Chesterfield S43 4XA No. 2 Northwood Avenue Northwood Business Park, Santry Dublin 9 No. 2 Northwood Avenue Northwood Business Park, Santry Dublin 9 No. 2 Northwood Avenue Northwood Business Park, Santry Dublin 9 P.O. Box 87, 22 Grenville Street St. Helier, Jersey JE4 8PX All the above companies are incorporated in the Republic of Ireland except those indicated with * which are incorporated within the United Kingdom, that marked ** which is incorporated in Jersey, and that marked *** which is incorporated in the USA. The principal country of operation of each company is the country in which it is incorporated. Name of subsidiary Greencore USA, Inc*** Nature of business Food Processors 100 Greencore UK Holdings plc* Holding Company 100 Hazlewood (Blackditch) Limited* Property Company 100 Hazlewood Convenience Food Group Limited* Food Processors 100 Hazlewood Convenience Group 1 Limited* Food Processors 100 Hazlewood Foods Limited* Holding Company 100 Hazlewood Grocery Limited* Food Processors 100 Irish Sugar Limited General Trading Company 100 Greencore Group plc Annual Report and Accounts 2010 105 Percentage share Registered office The Corporation Service Company 1209 Orange Street City of Willmington County of Newcastle Delaware USA Greencore Group UK Centre Midland Way Barlborough Links Business Park Barlborough Chesterfield S43 4XA Greencore Group UK Centre Midland Way Barlborough Links Business Park Barlborough Chesterfield S43 4XA Greencore Group UK Centre Midland Way Barlborough Links Business Park Barlborough Chesterfield S43 4XA Greencore Group UK Centre Midland Way Barlborough Links Business Park Barlborough Chesterfield S43 4XA Greencore Group UK Centre Midland Way Barlborough Links Business Park Barlborough Chesterfield S43 4XA Greencore Group UK Centre Midland Way Barlborough Links Business Park Barlborough Chesterfield S43 4XA No. 2 Northwood Avenue Northwood Business Park, Santry Dublin 9 O v e r v i e w B u s i n e s s R e v i e w C o r p o r a t e G o v e r n a n c e F i n a n c i a l S t a t e m e n t s All the above companies are incorporated in the Republic of Ireland except those indicated with * which are incorporated within the United Kingdom, that marked ** which is incorporated in Jersey, and that marked *** which is incorporated in the USA. The principal country of operation of each company is the country in which it is incorporated. 106 Greencore Group plc Annual Report and Accounts 2010 Notes to the Group Financial Statements year ended 24 September 2010 (continued) 37. Principal Subsidiaries and Associated Undertakings (continued) Name of subsidiary Ministry of Cake Limited* Nature of business Food Processors Percentage share Registered office 100 Oldfields Limited* Food Processors 100 Premier Molasses Company Limited Molasses Trading R & B (Bristol) Limited* Food Processors 50 100 Sushi San Limited* Food Processors 100 The Robert’s Group Limited* Food Processors Trilby Trading Limited Food Industry Suppliers United Molasses (Ireland) Limited* Molasses Trading 100 100 50 Greencore Group UK Centre Midland Way Barlborough Links Business Park Barlborough Chesterfield S43 4XA Greencore Group UK Centre Midland Way Barlborough Links Business Park Barlborough Chesterfield S43 4XA Harbour Road Foynes, Co. Limerick Greencore Group UK Centre Midland Way Barlborough Links Business Park Barlborough Chesterfield S43 4XA Greencore Group UK Centre Midland Way Barlborough Links Business Park Barlborough Chesterfield S43 4XA Midland Road Hunslet, Leeds, LS10 2RJ No. 2 Northwood Avenue Northwood Business Park, Santry Dublin 9 Duncrue Street Belfast BT3 9AQ All the above companies are incorporated in the Republic of Ireland except those indicated with * which are incorporated within the United Kingdom, that marked ** which is incorporated in Jersey, and that marked *** which is incorporated in the USA. The principal country of operation of each company is the country in which it is incorporated. Greencore Group plc Annual Report and Accounts 2010 107 38. Subsequent Events On 17 November 2010, the Group announced that it had reached agreement with the board of Northern Foods plc on the terms of a recommended merger of equals to create Essenta Foods. If the merger becomes effective, Northern Foods shareholders will receive 0.4479 of a new Greencore share for every Northern Foods share held by them. On this basis, Greencore Shareholders and Northern Foods Shareholders will each hold approximately 50% of the enlarged, fully diluted, share capital of the combined group. Greencore will be renamed Essenta Foods upon the merger completing. The Boards of Greencore and Northern Foods believe that the merger is a compelling prospect for both companies, creating a business which offers substantial benefits for shareholders, customers and employees. The Boards of Greencore and Northern Foods believe that the merger will: • • combine two highly complementary businesses to create an operator with an enhanced presence in the attractive private label convenience foods category with significant branded positions in Biscuits (Fox’s) and Frozen Pizzas (Goodfella’s); provide the ability to drive cost efficiencies and combine complementary customer bases and provide opportunities to deepen relationships with key customers; and • provide a stronger credit profile, which will help to ensure greater financial and strategic flexibility in future. The merger, which will be effected under the European cross-border mergers regime, will be carried out as a “merger by absorption” for the purposes of the relevant UK Cross-Border Mergers Regulations and a “merger by acquisition” for the purposes of the relevant Irish Cross-Border Mergers Regulations. It will result in Northern Foods’ assets and liabilities being transferred to Greencore by order of the Irish High Court and Northern Foods Shareholders receiving new Greencore shares in consideration for this transfer. The Boards of Greencore and Northern Foods reserve the right (with the consent of the UK Panel and/or the Irish Panel, as the case may be) to implement the merger by means of an alternate transaction structure if considered necessary or desirable. Subject to receipt of all applicable regulatory clearances and the satisfaction or waiver of all other conditions to the merger, it is expected that the merger will be completed during the second quarter of 2011. The initial accounting for the business combination is incomplete at the date of approval of the Group Financial Statements as the transaction has not completed. On 7 December 2010, the Group announced the acquisition of On A Roll Sales Inc. (“On a Roll”), a manufacturer of fresh sandwiches based in Brockton, south of Boston, Massachusetts. The Group obtained 100% control of On a Roll by way of asset purchase. The initial accounting for the business combination is incomplete at the date of approval of the Group Financial Statements due to the timing of the acquisition and, as a result, information is not available in respect of goodwill to be recognised, the acquisition-date fair value of consideration and the amounts of assets acquired and liabilities assumed to be recognised as at the acquisition date. 39. Board Approval The Group Financial Statements, together with the Company Financial Statements for the year ended 24 September 2010, were approved by the Board of Directors and authorised for issue on 9 December 2010. O v e r v i e w B u s i n e s s R e v i e w C o r p o r a t e G o v e r n a n c e F i n a n c i a l S t a t e m e n t s 108 Greencore Group plc 108 Greencore Group plc Annual Report and Accounts 2010 Annual Report and Accounts 2010 Company Statement of Accounting Policies year ended 24 September 2010 Accounting Standards The Company Financial Statements are prepared in accordance with accounting standards generally accepted in Ireland and with the Companies Acts, 1963 to 2009. Accounting Convention These Financial Statements are prepared under the historical cost convention. Profit and Loss The profit attributable to equity shareholders dealt with in the Financial Statements of the Parent Company was ¤6.442m (2009: ¤32.410m). In accordance with section 148(8) of the Companies Act, 1963 and section 7(1A) of the Companies Amendment Act, 1986, the Company is availing of the exemption from presenting its individual Profit and Loss Account to the Annual General Meeting and from filing it with the Registrar of Companies. Foreign Currency Foreign currency transactions are booked in the functional currency at the exchange rate ruling on the date of the transaction. Foreign currency monetary assets and liabilities are translated into the functional currency at rates of exchange ruling at the balance sheet date. Exchange differences are included in profit or loss for the year. Investments Investments in subsidiaries and associated undertakings are held at cost. 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. Depreciation Depreciation is calculated so as to write off the cost or valuation, less estimated residual value, of each fixed asset during its expected useful life using the straight line or reducing balance methods over the following periods: Plant, machinery, fixtures and fittings 3-25 years No depreciation is provided on freehold land. Employee Share Options The Company grants equity settled share-based payments and share awards to employees (through Executive Share Option and Share Award Schemes and employee Sharesave Schemes). In the case of these options, the fair value is determined using a trinomial valuation model, as measured at the date of grant. The fair value is expensed to the Profit and Loss Account on a straight-line basis over the vesting period, based on an estimate of the number of shares that will eventually vest. The proceeds received when options are exercised, net of any directly attributable transaction costs, are credited to share capital and share premium. Taxation Current tax represents the expected tax payable on the taxable income for the year, using tax rates and tax laws enacted or substantively enacted, at the balance sheet date along with any adjustment to tax payable in respect of previous years. Deferred tax is recognised in respect of all timing differences which have originated but not reversed at the balance sheet date where transactions or events that result in an obligation to pay more tax in the future, or a right to pay less tax in the future, have occurred at the balance sheet date. Timing differences are temporary differences between profit as computed for taxation purposes and profit as stated in the Financial Statements which arise because certain items of income and expenditure in the Financial Statements are dealt with in different periods for taxation purposes. Deferred tax assets are recognised to the extent which they are regarded as recoverable. Recoverability is assessed on the basis that more likely than not there will be suitable taxable profits from which the future reversal of the underlying timing differences can be deducted. Greencore Group plc Annual Report and Accounts 2010 109 Retirement Benefits Defined Contribution Pension Plans A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate defined contribution scheme. Obligations for contributions to defined contribution pension plans are recognised as an expense in the Profit and Loss Account as due. Any difference between the amounts charged to the Profit and Loss Account and contributions paid to the pension scheme are included in debtors or creditors in the Balance Sheet. Defined Benefit Pension Plan Pension benefits are funded over the employees’ years of service by way of contributions to a defined benefit scheme operated by the Company. Pursuant to paragraph 9 (b) of FRS 17, as the Directors of the Company are unable to determine the portion of the pension scheme assets and liabilities which relate to the employees of the Company, the Company has accounted for the contributions as if the scheme were a defined contribution scheme. Contributions to the plan are charged to the Profit and Loss Account as due. Any difference between the amounts charged to the Profit and Loss Account and contributions paid to the pension scheme are included in debtors or creditors in the Balance Sheet. Share Capital Ordinary Shares Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are taken as a deduction, within equity net of tax, from the proceeds. Treasury Shares Where the Company purchases the Company’s equity share capital, the consideration paid is deducted from the total shareholders’ equity and classified as treasury shares until they are cancelled. Where such shares are subsequently sold or reissued, any consideration received is included in total shareholders’ equity. Dividends Interim dividends payable are recognised as a liability of the Company when the Board of Directors resolves to pay the dividend and the shareholders have been notified in accordance with the Company’s Articles of Association. Final dividends of the Company are recognised as a liability when they have been approved by the Company’s shareholders. Cash Flow The Company has taken advantage of the exemption available to it under FRS 1 Cash flow Statements not to prepare a statement of cash flows. O v e r v i e w B u s i n e s s R e v i e w C o r p o r a t e G o v e r n a n c e F i n a n c i a l S t a t e m e n t s 110 Greencore Group plc Annual Report and Accounts 2010 Company Balance Sheet at 24 September 2010 Fixed assets Tangible assets Financial assets Current assets Debtors Cash at bank and in hand Creditors (amounts due within one year) Creditors Bank overdrafts and other short-term obligations Net current assets Total assets less creditors (amounts falling due within one year) Creditors (amounts due after more than one year) Net assets Capital and reserves Share capital Capital conversion reserve fund Share premium account Other reserves Profit and loss account Shareholders’ funds EF Sullivan Director GP Doherty Director Notes 2010 ¤’000 2009 ¤’000 1 2 1,358 97,501 98,859 1,422 112,539 113,961 3 870,370 3,821 875,872 1,291 874,191 877,163 4 504,355 515,960 – 3 504,355 515,963 369,836 361,200 468,695 475,161 – 6 468,695 475,155 5 6 6 6 6 132,661 934 121,162 (20,380) 234,318 131,250 934 119,623 (19,686) 243,034 468,695 475,155 Greencore Group plc Annual Report and Accounts 2010 111 Notes to the Company Financial Statements year ended 24 September 2010 1. Tangible Assets Cost At 25 September 2009 Additions At 24 September 2010 Depreciation At 25 September 2009 Charge for the year At 24 September 2010 Net book value At 24 September 2010 At 25 September 2009 2. Financial Assets Interest in subsidiary undertakings At beginning of year Movement in year At end of year Computer Fixtures software and fittings ¤’000 ¤’000 – 7 7 – – – 7 – Total ¤’000 1,452 27 1,479 30 91 121 1,452 20 1,472 30 91 121 1,351 1,358 1,422 1,422 2010 ¤’000 112,539 (15,038) 2009 ¤’000 112,643 (104) 97,501 112,539 The principal trading subsidiary and associated undertakings are set out in Note 37 to the Group Financial Statements. 3. Debtors Amounts falling due within one year Amounts owed by subsidiary undertakings* Other debtors Prepayments and accrued income * Amounts due from subsidiary undertakings are classified as current, as all inter-company receivables and payables are repayable on demand. 4. Creditors Amounts falling due within one year Amounts owed to subsidiary undertakings* Declared interim dividend Trade and other creditors Accruals 2010 ¤’000 2009 ¤’000 870,259 61 50 875,558 93 221 870,370 875,872 2010 ¤’000 491,883 6,199 2,183 4,090 2009 ¤’000 505,022 6,133 2,083 2,722 504,355 515,960 * Amounts due to subsidiary undertakings are classified as current, as all inter-company receivables and payables are repayable on demand. 5. Share Capital Details in respect of called-up share capital are presented in Note 29 of the Group Financial Statements. O v e r v i e w B u s i n e s s R e v i e w C o r p o r a t e G o v e r n a n c e F i n a n c i a l S t a t e m e n t s 112 Greencore Group plc Annual Report and Accounts 2010 Notes to the Company Financial Statements year ended 24 September 2010 (continued) 6. Equity Reserves At beginning of year Premium on issue of shares Employee share options expense Shares acquired by Deferred Share Awards Trust (a) Transfer on exercise, forfeit or lapse of share options that have vested Settlement of grant Profit for the financial year attributable to equity holders of the Company Dividends At end of year Capital conversion reserve fund ¤’000 934 – – – – – – – 934 2010 Own shares reserve ¤’000 (21,443) – – (2,000) – – – – Share premium ¤’000 119,623 1,539 – – – – – – Share option reserve ¤’000 Profit and loss account ¤’000 1,757 243,034 – – – 298 – 6,442 (15,456) – 1,731 – (298) (127) – – 121,162 (23,443) 3,063 234,318 (a) Pursuant to the terms of the Deferred Bonus Plan, 1,425,832 shares were purchased by the Trustees of the Plan in the financial year ended 24 September 2010 at a cost of ¤2.0m. These shares are included in the Balance Sheet at cost of ¤2.0m. 7. Retirement Benefits The Company operates a defined benefit pension scheme and a defined contribution scheme, with assets held in separate trustee administered funds. Some employees of the Company are members of a multi-employer defined benefit pension scheme, which is operated in conjunction with other Group companies. The defined benefit scheme is accounted for as if it were a defined contribution scheme on the grounds that the Company is unable to identify its share of the underlying assets and liabilities in the scheme on a consistent and reasonable basis. The defined benefit scheme of which some employees are members is not included on the Balance Sheet of the Company as it is not possible to determine the proportion of the assets and liabilities of the scheme that relates to the Company on a reasonable and consistent basis. A substantial number of deferred beneficiaries of the scheme were employees of entities that either no longer trade or are no longer owned by the Group. Total pension costs for the year amounted to ¤2.352m (2009: ¤0.293m) in respect of defined benefit schemes and ¤0.265m (2009: ¤0.103m) in respect of defined contribution schemes. At year-end, ¤0.04m (2009: ¤0.023m) was included in other accruals in respect of pension cost accruals. Disclosures in relation to this and all other Group defined benefit pension schemes are given in Note 28 to the Group Financial Statements. 8. Share-Based Payments The Company grants share options under various share option plans as detailed in the Report of the Directors. A charge of ¤1.226m (2009: ¤0.671m) was recognised in the Profit and Loss Account of the Company in respect of the employees of the Company. All disclosures relating to the plans are given in Note 5 to the Group Financial Statements. 9. Financial Guarantee Contracts Pursuant to the provisions of Section 17, Companies (Amendment) Act, 1986, the Company has guaranteed the liabilities of certain subsidiary undertakings in the Republic of Ireland for the financial year ended 24 September 2010. Where the Company has entered into financial guarantee contracts to guarantee the indebtedness of such subsidiaries, the Company considers these to be insurance contracts and accounts for them as such. The Company is party to cross guarantees on Group borrowings. These are treated as insurance contracts and accounted for as such. As part of the agreement to dispose of Greencore Malt, the Company provided a bank guarantee to Axéréal Union de Coopératives Agricoles for an amount of ¤10.0 million to guarantee the performance by the Company of its payment obligations in respect of any breach of warranty, indemnity or covenant under the disposal agreement in respect of any claim made by Axéréal Union de Coopératives Agricoles up to 26 March 2012. 10. Statutory Information During the period the average number of persons employed by the Company (excluding Non-Executive Directors) was 29 (2009: 29). Directors’ remuneration is disclosed in the Report on Directors’ Remuneration and in Note 36 to the Group Financial Statements. Auditor’s remuneration for the Company for the year is set at ¤50,000 (2009: ¤40,000). The Company has annual commitments under operating leases expiring after five years totalling ¤0.854m. Highlights Financial • • • • • • 1 of ¤856.0m, an increase of 6.9%. 2 from continuing operations1 of ¤59.7m, an increase of 17.6%. 2 from continuing operations1 of 7.0%, an increase of 63bps. Group sales from continuing operations Group operating profit Group operating margin A 31.8% reduction, year on year, in Group net debt to ¤193.4m from ¤283.5m at the end of FY09. Final dividend of 4.5 cent per share (FY09: 4.5 cent) resulting in a total dividend for the year of 7.5 cent per share (FY09: 7.5 cent per share). Adjusted EPS 3 of 16.7 cent compared to 17.4 cent in FY09. Strong performance in Convenience Foods division 1 of ¤784.5m ahead of FY09 by 10.7%. 2 in continuing businesses1 increased by 21.1% to ¤54.1m. 2 by 60 bps to 6.9% in continuing businesses1. 1 growth, operating profit1,2 growth and margin1,2 expansion. • • • • Sales in continuing businesses Operating profit Improvement in operating margin A year of excellent sales - - Benefit of lower UK manufacturing capacity. - - Growth in US sales by 18%. Further delivery on the Group’s lean and operating efficiency programmes. Supportive consumer trends of increased ‘at home’ and ‘on the go’ food consumption. Portfolio change and other business highlights • • Following three strategic disposals for an aggregate total consideration of ¤142.3m emerged at the end of FY10 as a leaner, more focused convenience foods group with two key geographies, the UK and the US. - Malt disposal completed on 26 March 2010. - Water business disposal completed on 26 March 2010. - Continental European convenience food business disposal completed on 20 August 2010. Remaining Ingredients & Property activity trading satisfactorily and representing less than 10% of Group sales and operating profit post the disposal of Malt. 4 the Group 1 2 3 4 Continuing operations comparisons exclude disposed activities (Malt in the Ingredients & Property division and Water and the Continental businesses in the Convenience Foods division). Before exceptional items and acquisition related amortisation. Before exceptional items, pension finance items, acquisition related amortisation, FX on inter-company and certain external loan balances and the movement in the fair value of all derivative financial instruments and related debt adjustments. Including deferred amounts and portion of pension liabilities transferred. 856.0 800.9 Revenue 1 ¤m 2010 2009 +6.9% Revenue 1 by division 92% Convenience Foods 8% Ingredients & Property Operating profit 1,2 ¤m 2010 2009 59.7 50.8 +17.6% Operating profit 1,2 by division 91% Convenience Foods 9% Ingredients & Property Adjusted EPS 3 (cents) 2010 2009 16.7 17.4 –4.0% Group Revenue: ¤856m Convenience Food Revenue: ¤785m Ingredients & Property Revenue: ¤71m Employees: 7,444 Our Past 2000: • Acquisition of Roberts Group Ltd. (frozen savouries and desserts) 2001: • Acquisition of Hazlewood Foods plc 2002: • Disposal of non-core Hazlewood businesses 2004: • Consolidation of Chilled Foods and Ambient & Frozen Foods divisions to become Greencore Convenience Foods 2006: • Last sugar site at Mallow closed • Acquisition of Oldfields sandwich facility in Bow 2007: • Acquisition of Sushi San, sushi manufacturer in Crosby • Acquisition of the leading foodservice desserts manufacturer Ministry of Cake • Acquisition of Ross’s ambient grocery brand 2008: • Greencore enter US market with acquisition of Home Made Brand Foods in Boston 2009: • Disposal of Drummonds • Greencore’s second US facility opened in Cincinnati Our Present 2010: • Disposal of Greencore Malt, Water and Continental Our US Locations Shareholder and Other Information Greencore Group plc is an Irish registered company. Its ordinary shares are quoted on the Irish Stock Exchange and the London Stock Exchange. Greencore has a level 1 American Depositary Receipts (ADR) programme for which the Bank of New York acts as depositary (Symbol: GNCGY). Each ADR share represents four Greencore ordinary shares. Shareholding Statistics as at 7 December 2010 Number of holders % Number 5,598 3,954 721 351 150 41 25 55 51.4 36.3 6.6 3.2 1.4 0.4 0.2 0.5 Ordinary shares Number 2,079,469 8,896,655 5,098,974 5,390,808 7,309,429 6,591,192 9,119,862 163,270,468 % 1.0 4.2 2.5 2.6 3.5 3.2 4.4 78.6 10,895 100.0 207,756,857 100.0 Stockbrokers Goodbody Stockbrokers Ballsbridge Business Park Ballsbridge Dublin 4 Investec Securities 2 Gresham Street London EC2V 7QP UK American Depositary Receipts The Bank of New York 101 Barclay Street 22nd Floor – West New York NY 10286 USA Website www.greencore.com Range of shares held 0 – 1,000 1,001 – 5,000 5,001 – 10,000 10,001 – 25,000 25,001 – 100,000 100,001 – 250,000 250,001 – 500,000 Over 500,000 Financial Calendar Record date for 2010 final dividend Annual General Meeting Payment date for 2010 final dividend Half yearly financial report Financial year end Interim Management Statement Interim dividend payment Preliminary announcement of results 3 December 2010 31 January 2011 1 April 2011 May 2011 30 September 2011 August 2011 October 2011 November 2011 Advisors and Registered Office Company Secretary Conor O’Leary ACIS Registered Office No. 2 Northwood Avenue Northwood Business Park Santry Dublin 9 Auditor KPMG 1 Stokes Place St Stephen’s Green Dublin 2 Registrar and Transfer Office Computershare Investor Services (Ireland) Limited Heron House, Corrig Road Sandyford Industrial Estate Dublin 18 Solicitors Arthur Cox Earlsfort Centre Earlsfort Terrace Dublin 2 Slaughter and May One Bunhill Row London EC1Y 8YY UK Eversheds Bridgewater Place Water Lane Leeds LS11 5DR UK You can also view this report online at http://ar2010.greencore.com/ greencore.com G r e e n c o r e G r o u p p l c A n n u a l R e p o r t a n d A c c o u n t s 2 0 1 0 Bringing Convenience to Greencore Group plc No. 2 Northwood Avenue Northwood Business Park Santry Dublin 9 Tel: +353 1 605 1000 Fax: +353 1 605 1099 Annual Report and Accounts 2010 Welcome About Greencore Greencore Group plc is a leading convenience food business with an annual turnover in excess of €850m. It has manufacturing facilities in the United Kingdom and in the United States and employs over 7,400 people. Greencore Vision Our vision is to be a leading international food company delivering convenient, premium-quality meal and snack solutions to retailers and foodservice providers at prices the majority of today’s consumers can afford every day.