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 0 2
The taste of the
nation
Fernwood House, Clayton Road, Jesmond, Newcastle upon Tyne NE2 1TL.
www.greggs.co.uk
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2
GREGGS PLC ANNUAL REPORT AND ACCOUNTS 2002
GREGGS PLC ANNUAL REPORT AND ACCOUNTS 2002
NATIONWIDE COVERAGE
MISSION, VISION AND VALUES
C O N T E N T S
Our Business. Greggs plc is the UK’s leading retailer specialising in sandwiches,
savouries and other bakery-related products, with a particular focus on takeaway food and
catering. We continue to show significant growth and now have over 1,200 retail outlets,
trading under the Greggs and Bakers Oven brands.
Our Vision and Purpose. Our vision is to be Europe’s finest bakery-related retailer.
Our purpose is the growth and development of a thriving business, operating with integrity,
for the benefit and enjoyment of our people, customers and shareholders alike.
Our Strategy. Our people will be enabled, within overall guidance from the centre,
1
2
6
FINANCIAL REVIEW
CHAIRMAN’S STATEMENT
MANAGING DIRECTOR’S REPORT
12 DIRECTORS’ REPORT
14
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
15
REPORT OF THE INDEPENDENT AUDITORS
16 GROUP PROFIT & LOSS ACCOUNT
to work towards the successful attainment of world-class standards. To achieve this, the
17 GROUP BALANCE SHEET
focus will be on:
18
PARENT COMPANY BALANCE SHEET
A Great Place to Work: we will place major emphasis on promoting a culture
19 GROUP CASH FLOW STATEMENT
that encourages personal development, leadership qualities and creativity.
Enjoyable Experience: we will deliver customer satisfaction by offering great-
tasting food at unbeatable value to the highest standards of food safety.
20
ACCOUNTING POLICIES
22 NOTES TO THE ACCOUNTS
This will be achieved from shops that provide friendly and efficient service in
35 DIRECTORS’ REMUNERATION REPORT
attractive surroundings.
Business Excellence: our people will seek continuous improvement in their areas
of responsibility, enabling them to make a real and lasting contribution to the
objectives of the company.
40 CORPORATE GOVERNANCE
43 CORPORATE SOCIAL RESPONSIBILITY
44
TEN YEAR HISTORY
Challenging Targets: we will strive to achieve a turnover of £1 billion by 2010
44 DIRECTORS & ADVISERS
through continued core growth and the acquisition of new units, taking us to
45
SHOP ALLOCATION
over 1,700 shops.
Caring for the Community: our emphasis on social responsibility will encourage
even greater involvement in local charity activities and social projects, and a
strengthened focus on protecting the environment.
Our Values. As a people-focused business, we aim to be enthusiastic and supportive
in all that we do, open, honest and appreciative, and to treat everyone with fairness,
consideration and respect.
G R E G G S
S H O P N U M B E R S
Scotland
Gosforth
Cumbria
Yorkshire
North West
Midlands
Treforest
South East
TOTAL
2 0 0 2
125
112
51
112
125
129
91
228
973
2 0 0 1
118
112
50
102
120
119
81
203
905
B A K E R S OV E N
S H O P N U M B E R S
Scotland
North
Midlands
South
TOTAL
TOTAL GROUP
2 0 0 2
32
49
85
63
229
2 0 0 2
1,202
2 0 0 1
33
51
88
67
239
2 0 0 1
1,144
45
F I N A N C I A L R E V I E W
EPS
DIVIDEND
Pence
210
200
190
180
170
160
150
140
130
120
110
100
90
80
70
60
50
40
30
20
10
0
1985
1986
1987 1988 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001
2002
GREGGS PLC ANNUAL REPORT AND ACCOUNTS 2002
F I N A N C I A L C A L E N DA R
Announcement of results
and dividends
Half year
Full year
Dividends
Interim
Final
Annual report
to shareholders
Early August
Early March
Mid October
Late May
Early April
Annual General Meeting
16 May 2003
F I N A N C I A L H I G H L I G H T S
2002
£’m
2001
£’m
422.6
377.6
36.7
24.7
32.7
22.8
Turnover
Pre-tax profits
Post-tax profits
Shareholders’ funds
120.0
103.6
Capital expenditure
42.1
27.4
Pence
Pence
Earnings per share
205.5
190.2
Dividend
per ordinary share
72.5
65.0
1
GREGGS PLC ANNUAL REPORT AND ACCOUNTS 2002
CHAIRMAN’S STATEMENT
In my first report as Chairman, it is pleasing to note that continued satisfactory progress during
2002 has made this the Group’s eleventh consecutive year of profit, earnings and dividend
growth. This success has been based above all on a culture of putting people first that goes right
back to Greggs’ roots as a family bakery. Attentiveness to the needs of our employees and
customers has been the key to almost 40 years of successful expansion which have taken Greggs
from a single shop to a nationwide market leader with over 1,200.
RESULTS
BUSINESS HIGHLIGHTS
Sales in 2002 increased by 11.9 per cent to £422.6 million. This included
The Group traded satisfactorily throughout the year, with like-for-like sales growth
like-for-like sales growth of 6.4 per cent, driven by continued strong demand for
slowing as expected in the second half, as we encountered comparison with the
takeaway food.
exceptionally strong performance achieved in the latter part of 2001. The Greggs
Operating profit increased by 11.8 per cent to £35.3 million, despite the substantial
brand maintained its good progress, with particularly strong performances in the
increase in insurance costs that was experienced across the food and retail sectors,
South East, Midlands and Scotland. A year of record capital investment saw us
and interest receivable rose by £0.2 million to £1.3 million. Pre-tax profit advanced
increase the pace of new shop openings, adding a net 58 stores to give a total of
by 12.0 per cent to £36.7 million. Basic earnings per share were 205.5 pence,
1,202 at the year end. We also made substantial investments in production facilities
a rise of 8.0 per cent, reflecting an increase in the Group’s tax charge following the
to support the growth of our retail operations. Mike Darrington provides a more
exhaustion of credits relating to prior years.
detailed commentary on these and other trading and business development issues
DIVIDEND
in his report on pages 6 - 10.
The Board recommends a final dividend of 49.0 pence per share (2001: 44.0 pence),
THE BOARD
an increase of 11.4 per cent. Together with the interim dividend of 23.5 pence, paid
I succeeded Ian Gregg as Chairman on 2 August 2002, having joined the Board
in October 2002, this makes a total for the year of 72.5 pence (2001: 65.0 pence),
on 1 March. I am delighted that Ian has agreed to remain on the Board as a
a rise of 11.5 per cent. The Board remains committed to a progressive dividend
non-executive director for the time being, providing us with continued access to
policy which seeks to provide shareholders with increases in their income broadly
his unequalled expertise. We are seeking to add to the number of independent
in line with the underlying growth of earnings per share over the medium term.
non-executive directors on the Board.
Subject to the approval of the Annual General Meeting, the final dividend will be
paid on 23 May 2003 to shareholders on the register at 22 April 2003.
2
“It’s really good coffee.”
3
GREGGS PLC ANNUAL REPORT AND ACCOUNTS 2002
“It’s great value
and the
kids love it.”
PEOPLE
PROSPECTS
I have greatly enjoyed getting to know Greggs and its people, visiting bakeries and
Trading since the start of the new year has been satisfactory, with like-for-like sales
shops in many of the divisions since my appointment to the Board. One cannot fail
in the first nine weeks up 5.2 per cent. Results to date are in line with our budgets,
to be impressed by the hard work and commitment that is shown by all our staff,
and ahead of the comparable period last year.
and also by the fact that they take pleasure as well as pride in what they do.
Since the year end we have opened our first two shops outside the UK, at Leuven
The continued growth of the business directly reflects the efforts of all our 17,524
and Antwerp in Belgium, and plan a controlled trial of the Greggs format in that
employees and I would like to thank them on behalf of the Board for their
country which will involve a small number of additional openings in the months ahead.
contribution to another successful year.
The main thrust of our expansion will continue to be in the UK where we plan to
add a further 45 new units, net of closures. We will also make significant further
investments in UK manufacturing capacity, to keep pace with our retail expansion.
Greggs is the market leader in a growing sector, with strong brands, proven formats
and exceptional people. Despite further cost pressures we believe that the Group is
well placed to achieve another year of satisfactory progress in 2003.
Derek Netherton, Chairman
7 March 2003
4
5
GREGGS PLC ANNUAL REPORT AND ACCOUNTS 2002
MANAGING DIRECTOR’S REPORT
This year we passed several important milestones, achieving turnover of over £400 million for the
first time and opening our 1,200th shop. We also undertook the preparatory work that permitted
the opening of our first shop outside the UK early in 2003. We further refined the strategic mission
and vision through which we aim to achieve continued growth in the years ahead. Ian Gregg
stepped down as Chairman of the Group in August after a remarkable 38 years of service.
TRADING PERFORMANCE
As the Chairman has noted, the Group made satisfactory progress during the year.
Greggs of Cumbria, created during the year through the rebranding of our 50
We had anticipated from the outset that like-for-like sales growth would slow as the
Birketts shops in the Lake District and adjoining counties, responded positively to the
year progressed, given the exceptionally strong performance achieved in the second
adoption of the new fascia. This was the final phase of our programme to create a
half of 2001. Our expectations were duly met, with like-for-like sales growth averaging
single and cohesive Greggs brand nationwide. We now have a strong platform for the
6.4 per cent over the year as a whole, comprising increases of 7.6 per cent in the
more unified promotion of the Greggs proposition and brand across the UK, in which
first half (24 weeks) and 5.4 per cent in the second half. The weather was more
we will be assisted by the new advertising agency we appointed during the year.
favourable in the first half than the second, but we would consider it fairly average
for our business over the year as a whole. Lower levels of consumer traffic on the
high street in the run-up to Christmas are also assumed to have contributed to
slower like-for-like sales progress in the final weeks of the year, when we achieved
growth of just over 4 per cent.
Core volumes grew by 4.5 per cent in the first half and 2.9 per cent in the second,
making an increase of 3.6 per cent over the year as a whole. Price increases
averaging 2.8 per cent over the year were again driven primarily by product upgrades,
though we also recovered cost increases in a number of areas including wages and
insurance, where our premiums rose by some £1.7 million or 82.0 per cent.
Including the benefit of new shop openings in the current and prior year, total sales
BAKERS OVEN BRAND
Like-for-like sales in the four Bakers Oven divisions grew by 3.8 per cent in the first
half and 1.8 per cent in the second, making a 2.7 per cent increase over the year.
Core volume performance remained disappointing, declining by 0.4 per cent in the
first half and 1.3 per cent in the second, and so averaging 0.9 per cent for the year.
There was a small reduction in Bakers Oven’s contribution to Group operating profit.
Bakers Oven South continued to make satisfactory progress during the year, but
the North and Scotland remained problematic. We have made a number of
appointments to strengthen the management in these regions, including the transfer
of proven, senior people from the Greggs divisions.
rose by 13.2 per cent in the first half and 11.0 per cent in the second, making an
RETAIL PROFILE
overall increase of 11.9 per cent for the year.
In the light of their relative performances, we have naturally concentrated our retail
Operating profit grew by 11.8 per cent to £35.3 million, net interest receivable
development programme on driving the successful Greggs brand, both by extending
rose by £0.2 million to £1.3 million, and pre-tax profit increased by 12.0 per cent
its geographic reach and by converting existing units to our new and more
to £36.7 million.
GREGGS BRAND
The nine Greggs divisions remained the key drivers of Group sales and profits.
Like-for-like sales grew by 8.8 per cent in the first half and 6.6 per cent in the second,
including core volume uplifts of 6.1 and 4.3 per cent respectively.
This produced a like-for-like sales increase of 7.6 per cent for the year, including
core volume growth of 5.1 per cent.
The Enfield and Twickenham divisions, now combined as Greggs South East, again
made particularly pleasing progress, and Greggs of the Midlands also performed strongly.
Greggs of Scotland, already our most profitable division, achieved another record result.
takeaway-focused shop format.
In total we opened 82 new shops during the year and closed 24, giving us a net
increase of 58 to 1,202 outlets by 28 December 2002. This was slightly ahead of
our target. There were 973 Greggs and 229 Bakers Oven shops at the year end,
compared with 905 and 239 respectively twelve months earlier. We completed
58 comprehensive shop refurbishments and 17 minor refits during the year.
The combination of new openings and refurbishments gave us a total of 295 new
format Greggs stores at the year end, comprising 30 per cent of the chain, compared
with 19 per cent in December 2001.
6
“It’s our favourite fast food.
We love it!
You cannot beat the
chicken pasties.”
Ant and Dec
7
“The staff are great.
Very friendly.”
8
GREGGS PLC ANNUAL REPORT AND ACCOUNTS 2002
PRODUCT PROFILE
The well-established trend to takeaway food categories continued to drive our sales
launched successfully across the Group in 2002, included a ham and cheese bake
across the Group, led by savouries and sandwiches and supported by complementary
and an egg and bacon breakfast savoury for Greggs, and a cheese and onion
products such as drinks. Cakes and confectionery products again remained fairly
crumble topped bake for Bakers Oven. In addition, the centre houses one of the
stable as a proportion of our trade, while the traditional bakery staples such as
world’s most advanced laboratories for microbiological testing of products and
bread and rolls continued to decline.
STRATEGIC PRINCIPLES
Greggs plc has been built on simple principles: motivating and empowering people
to deliver enjoyable, value-for-money products and provide great customer service.
Our key strategic principles are outlined in our Mission Statement inside the front
cover of this report, and I am pleased to report that we made progress in each of
our key target areas during 2002.
ingredients, equipped to provide exceptionally rapid results that ensure our
attainment of the highest possible standards of food safety. During the year this
laboratory became the first such facility in the UK to be audited to ensure compliance
with the International Standard ISO 17025.
As well as monitoring the sales performance of each and every product line,
we also talk directly to our customers and listen to what they have to say.
Increasing investment in customer surveys is providing valuable feedback which
will ensure that the next generation of products and shops is even more enjoyable
‘A Great Place to Work’. We want our people to enjoy their work and to derive
and attuned to our customers’ changing needs.
real satisfaction from what they do. A major employee opinion survey was
conducted in February 2002, the results of which were generally positive, and we
are working hard on the areas for improvement that it highlighted. All our managers
across the Group are committed to building a positive culture that is founded on
simple values: being enthusiastic and supportive, open, honest and appreciative,
and treating everyone with fairness, consideration and respect. 360° feedback is
being undertaken to monitor the effectiveness of our approach, beginning with the
executive directors and our most senior managers.
We aim to create the best possible working conditions for our people, and our new
shop formats are designed to improve standards for employees as well as customers.
Similarly, we devise improvements in working practices, such as the making of
sandwiches, which are designed to make these everyday tasks more enjoyable as
‘Business Excellence’. Listening to our employees and acting on their suggestions
is central to our philosophy. Through effective two-way communication, we will
ensure that all our people understand our corporate goals and can make a real
contribution to their realisation. This is backed by our commitment to simplifying
every area of the business as far as possible. Best practice in products and service
standards is increasingly shared across the business, aided by the research and
development work undertaken at the Group Technical Centre. In parallel, we are
placing ever increasing focus on the development and promotion of our two
distinct national brands. Systematic targeting, benchmarking and progress
measurement are all being pursued with ever-increasing professionalism, to ensure
the attainment of our long term strategic objectives.
well as more efficient.
‘Challenging Targets’. We are striving to achieve a turnover of £1 billion by the
Opportunities for personal development are provided as widely as possible, and all
end of the current decade. This will require not only the further expansion of our
our employees are encouraged to develop their leadership qualities and to use
shop base, to over 1,700 shops, but also the achievement of continued like-for-like
their individual initiative, while adhering to the strict company-wide policies that are
sales growth through our established outlets. Everything we are doing in the
necessary to ensure the safe preparation and handling of food.
management of the business is designed to ensure that all our people are working
During the year all of our most senior managers benefited from a visit to some
together towards these goals. In the longer term, we see potential for at least 2,000
businesses in the USA which are considered world leaders in customer service
shops under our existing brands in the UK, and have already begun to examine the
and in the creation of an environment and culture in which people can truly
potential for our products and retail concepts on the Continent.
enjoy their work.
Although we recognise that much remains to be done, we were pleased to achieve
recognition of our efforts to make working at Greggs an enjoyable experience when
we featured for the first time in the The Sunday Times ‘The 100 best companies
to work for in the UK’ survey, published in February 2003.
‘Caring for the Community’. One of the founding principles of our business has
been a care for the communities in which we operate. We have a long-standing
commitment to contributing in areas of deprivation, notably through the Greggs
Trust through which we channel the bulk of our charitable contributions, which
totalled £379,000 this year. The Greggs Breakfast Clubs which featured in last year’s
‘Enjoyable Experience’. The continuous introduction of new and improved products
annual report have continued to expand successfully, and now operate in over
is an important driver of like-for-like sales growth. Development work is undertaken
40 primary schools. We are determined to remain at the forefront in exercising
both by our divisional teams and by the new Group Technical Centre in Balliol Park,
corporate responsibility not only in the social arena, but also in our care and
Newcastle upon Tyne. Outstanding new products devised at Balliol Park, and
consideration for the environment.
9
GREGGS PLC ANNUAL REPORT AND ACCOUNTS 2002
CAPITAL INVESTMENT
IAN GREGG
Capital expenditure during 2002 was a record £42.1 million, comprising £18.4 million
Ian Gregg is a very special man, as all who know him inside and outside the business
in new shops and refurbishments and £23.7 million in land, buildings and plant
can testify. He joined the family firm on the unexpected death of his father in 1964
including a substantial investment in a freehold site in west London for the further
and led it up to its flotation 20 years later. During that period he grew the company
development of our business in the South East. We also invested £3.5 million in a
from a single shop in Gosforth, Newcastle upon Tyne, to a multi-divisional chain
new cold store adjacent to our central savouries unit at Balliol Park. This new facility
with over 300 outlets. From the outset he endowed Greggs with the fundamental
was completed on schedule and in line with our budget, and has worked successfully
principles of putting people first, on which our success has undoubtedly been based.
to plan since it opened in October 2002. Its provision has enabled us to improve
Equally remarkably, given his founding role and his undoubted entrepreneurial skills,
the utilisation of our existing savouries production capacity, increasing efficiency and
Ian readily stepped back from day-to-day management of the business on my
effecting substantial savings in external storage costs. We are continuing to develop
appointment in 1984, and has given me exemplary support as a non-executive
plans for the construction of a second savouries unit to ensure that we have the
Chairman. On behalf of everyone in Greggs, I would like to thank him for his unique
facilities to meet continuing strong demand for these products.
and outstanding contribution over his 38 years in the chair and look forward to his
During 2003 we expect to invest around £40.0 million in the business, opening
continued contribution as a non-executive director.
some 45 new shops net of closures, continuing our rolling refurbishment
campaign, and adding to our production capacity in Enfield, Birmingham, Leeds,
PEOPLE
Manchester and Edinburgh.
We have written at length in this year’s report about the importance we attach to
putting people first, notably in my earlier comments on our strategic principles.
CASH FLOW AND BALANCE SHEET
To those words I would merely like to add that the continued success of the
The strongly cash generative nature of the Group enabled us to fund our record
business remains a reflection of the quality of all our people. Once again, I would
capital expenditure programme from our own resources, with only a small net
like to thank everyone for their individual contributions to meeting the expectations
cash outflow during the year. At 28 December 2002 we had net cash on the
of our customers and shareholders.
balance sheet of £28.6 million, compared with £30.0 million at the end of 2001.
CORPORATE GOVERNANCE
CONTINENTAL EUROPE
We are committed to continuous improvement and raising of standards. In that
Although Greggs has the potential to expand successfully in the UK for many years
context, we continue to strive for good standards of corporate governance. I feel,
to come, we feel that it is important to examine the scope for future growth in
however, that the ever-increasing bureaucracy and the proportion of Board time
other countries. As previously outlined, we have therefore been researching
associated with this area is beginning to impact adversely on the time that can actually
Continental markets for a number of years. During 2002 we decided that our first
be devoted to the running of businesses in the interests of shareholders. It is a matter
overseas trial would take place in Belgium, and appointed a local manager who
of sensible balance.
spent some months in the UK familiarising himself with the Greggs culture and
operational style. We have undertaken extensive consumer research and trials, and
OUTLOOK
our first two shops opened at Leuven and Antwerp early in 2003, offering a
mixture of local specialities and standard Greggs product lines. We will refine and
develop our range and concept in the light of continuing consumer feedback, and
will open a further one or two shops in Belgium as the first stage of our trial. This is
a very closely controlled and low-risk venture, in which we expect to invest some
£500,000 of capital in the current year. If the trial proves successful, we will expand
our shop base with the aim of developing local production capabilities once we
have reached a critical mass of around 20 shops. We expect this business to be
profitable in four to five years’ time.
As the Chairman has noted, we have made a positive start to the current year.
The outlook for ingredient costs is benign, though we anticipate a further £1.8 million
increase in our insurance costs. Greggs has always focused on achieving long term
growth by building a simple business that strives to be the best in its field. Application
of these principles has enabled us to attain market leadership in the growing market
for bakery-related takeaway food in the UK, with a potent national brand, and will
help us towards our ambitious targets for further growth in the years ahead.
Mike Darrington, Managing Director
7 March 2003
10
“The bread’s
fantastic, I eat the
fresh sandwiches
every day.”
11
GREGGS PLC ANNUAL REPORT AND ACCOUNTS 2002
DIRECTORS’ REPORT
The directors have pleasure in presenting their annual report and the audited
DIRECTORS AND THEIR INTERESTS
accounts for the 52 weeks ended 28 December 2002. The comparative period is
The names of the directors in office during the year together with their relevant
the 52 weeks ended 29 December 2001.
interests in the share capital of the Company (as defined in the Companies Act
PRINCIPAL ACTIVITIES
The principal activity of the Group is the retailing of sandwiches, savouries and other
bakery related products with a particular focus on takeaway food and catering.
The majority of products sold are manufactured in house.
RESULTS AND DIVIDENDS
1985) at 28 December 2002 and 29 December 2001 are set out in note 6 to the
accounts. Details of directors’ share options are set out in the Directors’
Remuneration Report on pages 35 to 39.
On 1 March 2002 Derek Netherton was appointed a non-executive director.
Trustee holdings of ordinary shares with no beneficial interest include 214,567 shares
held by the Greggs Employee Benefit Trust to which certain directors are trustees.
Sales for the financial year excluding VAT were £422,600,000, an increase of
In accordance with the Company’s Articles of Association, Malcolm Simpson,
£45,044,000 or 11.9% over the previous financial year. Group profit before
Ian Gregg, Sonia Elkin and Susan Johnson retire from the Board by rotation
taxation amounted to £36,666,000, an increase of 12.0% over the previous
and, being eligible, offer themselves for re-election. Malcolm Simpson has a service
financial year.
agreement determinable in normal circumstances by not less than one years’ notice
An interim dividend of 23.5p per ordinary share was paid on 4 October 2002 and
from the Company, or not less than six months’ notice from Malcolm Simpson,
the directors propose a final dividend of 49.0p payable on 23 May 2003 leaving
Ian Gregg, Sonia Elkin and Susan Johnson do not have service agreements (in common
profit for the financial year to be retained of £16,116,000 (2001: £15,146,000).
with the other non-executive directors).
BUSINESS REVIEW
CORPORATE GOVERNANCE
A review of the business during the year and an outline of future developments are
A separate report on corporate governance is set out on pages 40 to 43.
given in the Chairman’s statement and Managing Director’s report on pages 2 to 10.
FIXED ASSETS
SUBSTANTIAL SHAREHOLDINGS
At 7 March 2003 the only notified interests of substantial shareholdings in the
In the opinion of the directors the market value of all of the Group’s properties is
issued share capital of the Company were:
not significantly different from their historical net book amount.
Percentage of issued share capital, %
A.J. Davison (as trustee of various settlements)
Aviva plc
J.A. Wardropper (as trustee jointly with A.J. Davison)
FMR Corporation
Prudential plc
Mrs G.V. Richardson and family
Legal and General Investment Management Limited
8.90
7.01
5.43
5.05
4.80
4.44
3.02
12
GREGGS PLC ANNUAL REPORT AND ACCOUNTS 2002
EMPLOYMENT POLICIES
CHARITABLE CONTRIBUTIONS
We are committed to promoting policies which ensure that employees and those
The Group is a member of the ‘Per Cent’ Club. Charitable donations of £379,000
who seek to work for us are treated equally regardless of sex, marital status, creed,
were made by the Group during the year, including £282,000 to Greggs Trust.
colour, race or ethnic origin.
Greggs Trust also received donations from employees under Give As You Earn
It is our policy to give full and fair consideration to applications for employment by
of £50,000, from major shareholders of £129,000 and income from investments
people who are disabled, to continue wherever possible the employment of staff
of £174,000. These funds were used by Greggs Trust in pursuance of its main
who become disabled and to provide equal opportunities for the career development
objective, to alleviate the effects of poverty and social deprivation in the areas
of disabled employees.
where the Company trades.
The number and dispersion of the Group’s operating locations make it difficult,
but essential, to communicate effectively with employees. Communication with our
shop staff is principally through the operational structure of shop area and divisional
management. We communicate with our bakery staff by regular briefings and
letters. All staff receive a copy of divisional and Group gazettes.
The Group operates Profit Sharing and Savings Related Share Option Schemes to
encourage its employees to identify with its corporate objectives.
PAYMENTS TO SUPPLIERS
AUDITORS
In accordance with Section 384 of the Companies Act 1985, a resolution for the
re-appointment of KPMG Audit Plc as auditors of the Company will be proposed
at the forthcoming Annual General Meeting.
By order of the Board
ANDREW DAVISON, Secretary
Supplier credit is an extremely important factor in the success of the Group. Whilst
Greggs plc (CRN 502851)
the Group does not follow any code or standard on payment practice, payments
to suppliers are made in accordance with the Group’s normal terms and conditions
of business except where varied terms and conditions are agreed with individual
suppliers in which case these prevail. Where disputes arise we attempt to resolve
them promptly and amicably to ensure delays in payment are kept to a minimum.
The average creditor payment period for the Company and the Group at
Fernwood House
Clayton Road
Jesmond
Newcastle upon Tyne
NE2 1TL
28 December 2002 was 46 days (2001: 51 days).
7 March 2003
13
GREGGS PLC ANNUAL REPORT AND ACCOUNTS 2002
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
IN RESPECT OF THE PREPARATION OF ACCOUNTS
The directors are required by company law to prepare accounts for each financial
The directors have responsibility for ensuring that the Company keeps accounting
year which give a true and fair view of the state of affairs of the Company and the
records which disclose with reasonable accuracy at any time the financial position
Group at the end of the financial year and of the results for that period.
of the Company and which enable them to ensure that the accounts comply with
The directors consider that in preparing the accounts on pages 16 to 34,
the Companies Act 1985.
the Company has used appropriate accounting policies, consistently applied and
The directors have general responsibility for taking such steps as are reasonably
supported by reasonable and prudent judgements and estimates, and that all
open to them to safeguard the assets of the Group and to prevent and detect
accounting standards which they consider to be applicable have been followed.
fraud and other irregularities.
The accounts have been prepared on a going concern basis on the presumption
that the Group will continue in business.
14
GREGGS PLC ANNUAL REPORT AND ACCOUNTS 2002
REPORT OF THE INDEPENDENT AUDITORS
TO THE MEMBERS OF GREGGS PLC
We have audited the accounts on pages 16 to 34. We have also examined the amounts
BASIS OF AUDIT OPINION
disclosed relating to emoluments, share options and directors’ pension entitlements
We conducted our audit in accordance with Auditing Standards issued by the
which form part of the directors’ remuneration report on pages 35 to 39.
Auditing Practices Board. An audit includes examination, on a test basis, of evidence
This report is made solely to the Company’s members, as a body, in accordance
relevant to the amounts and disclosures in the accounts. It also includes an
with section 235 of the Companies Act 1985. Our audit work has been
assessment of the significant estimates and judgements made by the directors in the
undertaken so that we might state to the Company’s members those matters we
preparation of the accounts, and of whether the accounting policies are appropriate
are required to state to them in an auditor’s report and for no other purpose.
to the Group’s circumstances, consistently applied and adequately disclosed.
To the fullest extent permitted by law, we do not accept or assume responsibility to
We planned and performed our audit so as to obtain all the information and
anyone other than the Company and the Company’s members as a body, for our
explanations which we considered necessary in order to provide us with sufficient
audit work, for this report, or for the opinions we have formed.
evidence to give reasonable assurance that the accounts are free from material
RESPECTIVE RESPONSIBILITIES
OF DIRECTORS AND AUDITORS
misstatement, whether caused by fraud or other irregularity or error. In forming
our opinion we also evaluated the overall adequacy of the presentation of
The directors are responsible for preparing the Annual Report and the directors’
information in the accounts.
remuneration report. As described on page 14 this includes responsibility for
OPINION
preparing the accounts in accordance with applicable United Kingdom law and
In our opinion the accounts give a true and fair view of the state of affairs of the
accounting standards. Our responsibilities, as independent auditors, are established
Company and the Group as at 28 December 2002 and of the profit of the Group
in the United Kingdom by statute, the Auditing Practices Board, the Listing Rules of
for the 52 weeks then ended and have been properly prepared in accordance with
the Financial Services Authority and by our profession’s ethical guidance.
the Companies Act 1985.
KPMG Audit Plc
Chartered Accountants
Registered Auditor
Newcastle upon Tyne
7 March 2003
We report to you our opinion as to whether the accounts give a true and fair view
and whether the accounts have been properly prepared in accordance with the
Companies Act 1985. We also report to you if, in our opinion, the directors’ report
is not consistent with the accounts, if the Company has not kept proper accounting
records, if we have not received all the information and explanations we require for
our audit, or if information specified by law or the Listing Rules regarding directors’
remuneration and transactions with the Group is not disclosed.
We review whether the statement on page 40 reflects the Company’s compliance
with the seven provisions of the Combined Code specified for our review by the
Listing Rules 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, including the
corporate governance statement, and consider whether it is consistent with the
audited accounts. We consider the implications for our report if we become
aware of any apparent misstatements or material inconsistencies with the accounts.
15
GREGGS PLC ANNUAL REPORT AND ACCOUNTS 2002
GROUP PROFIT AND LOSS ACCOUNT
for the 52 weeks ended 28 December 2002
Turnover
Cost of sales
Gross profit
Distribution and selling costs
Administrative expenses
Operating profit
Net interest receivable and other income
Profit on ordinary activities before taxation
Taxation on profit on ordinary activities
Profit on ordinary activities after taxation
Dividends paid and proposed
Retained profit for the financial year
Basic earnings per share
Diluted earnings per share
Note
1
2
2
2
3
4
9
10
11
24
12
12
2002
£’000
422,600
(163,406)
259,194
(192,790)
(31,070)
35,334
1,332
36,666
(11,980)
24,686
(8,570)
16,116
205.5p
202.0p
2001
£’000
377,556
(147,468)
230,088
(172,711)
(25,780)
31,597
1,145
32,742
(9,933)
22,809
(7,663)
15,146
190.2p
187.7p
The Group’s operating profit for both the current and preceding financial year derives from continuing operations. There are no recognised gains or losses during the current and
previous year other than the profit for the year.
RECONCILIATION OF MOVEMENT IN CONSOLIDATED SHAREHOLDERS’ FUNDS
2002
£’000
24,686
(8,570)
16,116
4
291
16,411
103,554
119,965
2001
£’000
22,809
(7,663)
15,146
3
236
15,385
88,169
103,554
Profit for the financial year
Dividends
Retained profit for the financial year
New share capital
- nominal value
- share premium
Net addition to shareholders’ funds
Opening shareholders’ funds
Closing shareholders’ funds
16
GROUP BALANCE SHEET
at 28 December 2002
Fixed assets
Tangible assets
Investments
Current assets
Stocks
Debtors
Cash at bank and in hand
Note
£’000
13
15
16
17
6,330
11,740
28,635
46,705
Creditors: amounts falling due within one year
18
(64,943)
Net current liabilities
Total assets less current liabilities
Creditors: amounts falling due after more than one year
Provisions for liabilities and charges
Deferred tax
Capital and reserves
Called up share capital
Share premium account
Profit and loss account
Equity shareholders’ funds
19
21
22
23
24
28 December
2002
£’000
148,184
3,561
151,745
(18,238)
133,507
(119)
(13,423)
119,965
2,404
10,085
107,476
119,965
The accounts on pages 16 to 34 were approved by the Board of directors on 7 March 2003 and were signed on its behalf by
M.J. Darrington}Directors
M. Simpson
GREGGS PLC ANNUAL REPORT AND ACCOUNTS 2002
29 December
2001
£’000
£’000
124,123
3,563
127,686
6,275
12,406
30,027
48,708
(60,762)
(12,054)
115,632
(109)
(11,969)
103,554
2,400
9,794
91,360
103,554
17
GREGGS PLC ANNUAL REPORT AND ACCOUNTS 2002
PARENT COMPANY BALANCE SHEET
at 28 December 2002
Fixed assets
Tangible assets
Investments
Current assets
Stocks
Debtors
Cash at bank and in hand
Creditors: amounts falling due within one year
Net current (liabilities) / assets
Total assets less current liabilities
Creditors: amounts falling due after more than one year
Provisions for liabilities and charges
Deferred tax
Capital and reserves
Called up share capital
Share premium account
Profit and loss account
Equity shareholders’ funds
Note
£’000
28 December
29 December
2002
£’000
£’000
2001
£’000
14
15
16
17
6,330
28,270
28,553
63,153
18
(64,884)
19
21
22
23
24
127,358
8,751
136,109
102,739
8,753
111,492
6,275
30,737
29,872
66,884
(60,556)
(1,731)
134,378
(119)
(10,704)
123,555
2,404
10,085
111,066
123,555
6,328
117,820
(109)
(9,250)
108,461
2,400
9,794
96,267
108,461
The accounts on pages 16 to 34 were approved by the Board of directors on 7 March 2003 and were signed on its behalf by
M.J. Darrington} Directors
M. Simpson
18
GROUP CASH FLOW STATEMENT
for the 52 weeks ended 28 December 2002
Reconciliation of operating profit to net cash inflow from operating activities
Operating profit
Depreciation charges
Loss / (profit) on disposal of fixed assets
Release of government grants
Increase in stocks
Decrease / (increase) in debtors
Increase in creditors
Net increase in working capital
Net cash inflow from continuing operating activities
CASH FLOW STATEMENT
Net cash inflow from continuing operating activities
Returns on investments and servicing of finance
Interest received
Interest paid
Net cash inflow from returns on investments and servicing of finance
Taxation paid
Capital expenditure and financial investments
Purchase of tangible fixed assets
Disposal of tangible fixed assets
Disposal of investments
Net cash outflow from capital expenditure and financial investments
Equity dividends paid
Financing
Issue of ordinary share capital
Redemption of loan notes
Loan repayments
Net cash inflow / (outflow) from financing
Net (decrease) / increase in cash in the period
Further details regarding cash flows are given in note 26 to the accounts
GREGGS PLC ANNUAL REPORT AND ACCOUNTS 2002
£’000
2002
£’000
£’000
2001
£’000
31,597
14,907
(248)
(24)
4,186
50,418
50,418
1,145
(6,005)
35,334
16,813
260
(7)
3,155
55,555
55,555
1,332
(9,474)
(639)
(513)
5,338
1,354
(209)
(27,385)
1,888
-
(41,132)
(7,968)
(25,497)
(7,067)
239
(42)
(2,039)
295
(1,392)
(1,842)
11,152
(55)
666
2,544
1,361
(29)
(42,143)
1,009
2
295
-
-
19
GREGGS PLC ANNUAL REPORT AND ACCOUNTS 2002
ACCOUNTING POLICIES
The following accounting policies have been applied consistently in dealing with items which are considered material in relation to the Group’s accounts.
(a) BASIS OF ACCOUNTING
The accounts are prepared under the historical cost accounting rules and in accordance with applicable accounting standards. The requirements of all new accounting
standards and pronouncements adopted during the past year have been implemented where relevant.
(b) CONSOLIDATION
The consolidated accounts include the results of Greggs plc and its subsidiary undertakings for the period of 52 weeks ended 28 December 2002. The comparative period
is the 52 weeks ended 29 December 2001.
(c) DEPRECIATION
Depreciation is provided on the cost of tangible fixed assets before deducting government capital grants and after taking the estimated residual value into consideration.
Freehold and long leasehold properties are depreciated by equal instalments over a period of 40 years. No depreciation is provided on freehold land. Depreciation of
other tangible fixed assets is provided on a straight line basis as follows:
Short leasehold properties
Plant:
General
Computers
Motor vehicles
Delivery trays
Shop fixtures and fittings:
General
Electronic equipment
10%
10%
20% - 331/3%
20% - 25%
331/3%
10%
20%
(d) GOVERNMENT GRANTS
Grants received in respect of specific capital items are credited to deferred income and transferred to the profit and loss account in equal instalments over the estimated
average life of the relevant fixed assets. Grants which are related to the fulfilment of certain conditions or to the expiry of a period of time are also credited to deferred
income and are transferred to the profit and loss account in equal instalments over a period from the commencement of the project until these conditions are met.
(e) STOCKS
Stocks are stated at the lower of cost and net realisable value.
(f) TAXATION
The charge for taxation is based on the profit for the year and takes into account taxation deferred or accelerated because of timing differences between the treatment of
certain items for taxation and accounting purposes.
Deferred tax is recognised, without discounting, in respect of all timing differences between the treatment of certain items for taxation purposes and accounting purposes
which have arisen but not reversed by the balance sheet date, except as otherwise required by FRS 19.
20
GREGGS PLC ANNUAL REPORT AND ACCOUNTS 2002
(g) GOODWILL
Purchased goodwill arising in respect of acquisitions before 1 January 1998, when FRS 10: "Goodwill and Intangible Assets" was adopted was written off to reserves in the
year of acquisition. When a subsequent disposal occurs any related goodwill previously written off to reserves is written back through the profit and loss account as part of
the profit or loss on disposal.
Purchased goodwill (representing the excess of the fair value of the consideration given over the fair value of the separable net assets acquired) arising in respect of
acquisitions since 1 January 1998 is capitalised. Positive goodwill is amortised to nil by equal annual instalments over its estimated useful life.
Negative goodwill arising in respect of acquisitions since 1 January 1998 is included within fixed assets and released to the profit and loss account in the periods in which
the fair values of the non-monetary assets purchased on the same acquisition are recovered whether through depreciation or sale.
(h) LEASED ASSETS
The rental costs of properties and other assets acquired under operating leases are charged to the profit and loss account on a straight line basis over the term of the lease.
(i) PENSION COSTS
The Group operates defined benefit and defined contribution schemes for its employees. The assets of these funds are held by the Trustees of the schemes and are
entirely separate from those of the Group.
The amount charged to the profit and loss account in respect of the defined benefit scheme is based on actuarial estimates and is calculated to spread the cost of pensions
over employees’ working lives with the Group. The amount charged to the profit and loss account in respect of the defined contribution schemes represents the
contributions payable in respect of the accounting period.
(j) FINANCIAL ASSETS AND LIABILITIES
Changes in the value of financial instruments are disclosed in the notes to the accounts but are not reflected in the profit and loss account or the balance sheet.
(k) CASH AND LIQUID RESOURCES
Cash, for the purposes of the cash flow statement, comprises cash in hand and deposits repayable on demand, less overdrafts repayable on demand.
Liquid resources are current asset investments which are disposable without curtailing or disrupting the business and are either readily convertible into known amounts of
cash at or close to their carrying values or traded in an active market. Liquid resources comprise term deposits of less than one year (other than cash), government
securities and investments in money market managed funds.
(l) FOREIGN CURRENCY
Transactions in foreign currencies are recorded at the rate of exchange at the date of the transaction or, if hedged, at the forward contract rate. Monetary assets and
liabilities denominated in foreign currencies at the balance sheet date are reported at the rates of exchange prevailing at that date or, if appropriate, at the forward contract
rate. All exchange rate differences are included in the profit and loss account.
21
GREGGS PLC ANNUAL REPORT AND ACCOUNTS 2002
NOTES TO THE ACCOUNTS
1. Turnover
Turnover represents sales to customers less value added tax. The turnover arises from the Group’s principal activity and relates wholly to sales within the United Kingdom.
2. Employee profit sharing scheme
The total amount paid out under the Group’s employee profit sharing scheme is contained within the main cost categories as follows:
Cost of sales
Distribution and selling costs
Administrative expenses
3. Net interest receivable / (payable) and other income / (similar charges)
Interest receivable and similar income
Interest payable on bank loans
Interest receivable and similar income includes net exchange gains on foreign currency deposits of £165,000 (2001: £nil).
4. Profit on ordinary activities before taxation
This is stated after charging / (crediting):
Depreciation on tangible fixed assets:
owned
Loss / (profit) on disposal of fixed assets
Release of government grants
Auditors’ remuneration (group and parent company):
audit services (2002: including £7,000 in respect of internal audit advice)
non-audit fees paid to the auditor and its associates:
- corporation tax compliance
- current year
- prior years
- other taxation services
- pension schemes audit
- IT consultancy
2002
£’000
1,326
2,744
619
4,689
2002
£’000
1,361
(29)
1,332
2001
£’000
1,212
2,362
504
4,078
2001
£’000
1,354
(209)
1,145
2002
£’000
2001
£’000
16,813
14,907
260
(7)
(248)
(24)
94
25
21
4
12
-
84
25
42
26
10
25
Payments under operating leases – property rents
27,713
25,226
22
GREGGS PLC ANNUAL REPORT AND ACCOUNTS 2002
5. Share options
Contingent rights to the allotment of Ordinary Shares in the Company at future dates exist under the terms of the Company’s Savings Related Share Option Scheme and its Executive
Share Option Schemes. Details of these options at 28 December 2002 are as follows:
Options outstanding
at the end of the year
Date of grant
Price
September 1993
700p
2002
4,400
2001
11,900
September 1996
1355p
28,734
36,812
March 1999
26871/2p
89,846
93,350
April 1999
2098p
170,647
185,128
March 2000
17011/2p
143,200
145,000
April 2002
2821p
121,276
April 2002
3526p
8,800
-
-
Dates
exercisable
Three to ten years
after September 1993
Three to ten years
after September 1996
Three to seven years
after March 1999
June 2004 to
December 2004
Three to seven years
after March 2000
June 2005 to
December 2005
Three to seven years
after April 2002
Executive Share
Option Scheme 4
Executive Share
Option Scheme 5
Executive Share
Option Scheme 6
Savings Related Share
Option Scheme 4
Executive Share
Option Scheme 7
Savings Related Share
Option Scheme 5
Executive Share
Option Scheme 8
6. Directors’ share interests
The directors who served during the year and who were still in office at the end of the year and their interests in the share capital of the Company according to the register of
directors’ interests are as follows:
Mike Darrington
Malcolm Simpson
Ian Gregg (non-executive)
Stephen Curran (non-executive)
Sonia Elkin (non-executive)
Susan Johnson (non-executive)
Derek Netherton (non-executive) - appointed 1 March 2002
Ordinary shares of 20p
(Beneficial interest)
2002
70,440
79,323
2001
70,640
80,723
231,300
240,500
3,700
900
-
-
3,700
900
-
-
Ordinary shares of 20p
(Trustee holding with no beneficial interest)
2002
2001
214,567
243,168
214,567
214,655
243,256
214,655
-
-
-
-
-
-
-
-
The executive directors have a potential beneficial interest in the Greggs Employee Benefit Trust (note 15).
Details of directors’ share options and emoluments can be found in the Directors’ Remuneration Report on pages 35 to 39.
There have been no changes since 28 December 2002 in the directors’ interests noted above.
23
GREGGS PLC ANNUAL REPORT AND ACCOUNTS 2002
NOTES TO THE ACCOUNTS
continued
7. Pensions
a). Defined benefit scheme
The Company operates a defined benefit pension scheme, the Greggs plc 1978 Retirement and Death Benefit Scheme. The scheme funds are administered by trustees and are
independent of the Company’s finances. Contributions are paid to the scheme in accordance with the recommendations of an independent actuarial adviser.
The pension cost relating to the scheme is assessed in accordance with the advice of an independent qualified actuary using the attained age method. Actuarial valuations are carried
out triennially and the latest actuarial assessment of this scheme was at 6 April 2002. The assumptions which have the most significant effect on the results of the valuation are those
relating to the rate of return on investments and the rate of increase in salaries. It was assumed that the investment return would exceed salary increases by 2.0% per annum.
At the date of the latest actuarial valuation, the market value of the scheme’s assets was £33,334,400. The actuarial value of the scheme’s assets represented 87% of the benefits that
had accrued to members, after allowing for expected future increases in earnings. In view of this situation the Company has already made a one off contribution to the scheme and
has agreed to increase the funding rate, including employees contribution, to a total of 16.5% (previously 13.3%) of annual pensionable salary. In addition the Company has
undertaken regularly to review the funding position and intends to ensure that the scheme is adequately funded to meet its liabilities. The total pension cost to the Group of this
scheme, including the group life premium, was £2,400,000 for the year (2001: £1,798,000).
Whilst the Group continues to account for pension costs in accordance with Statement of Standard Accounting Practice 24 ‘Accounting for Pension Costs’ under FRS 17 ‘Retirement
Benefits’ the following transitional disclosures are required:
The actuarial valuation was updated to 28 December 2002, by an independent qualified actuary in accordance with the transitional arrangements of FRS 17. As required by FRS 17,
the defined benefit liabilities have been measured using the projected unit method and both the assets and liabilities include the value of those pensions in payment which are secured
with insured annuities.
The major assumptions used in this valuation were:
Inflation
Pension increases (LPI)
Salary growth
Discount rate
28 December
29 December
2002
2.4% pa
2.4% pa
3.9% pa
5.6% pa
2001
2.5% pa
2.5% pa
4.0% pa
5.8% pa
The assumptions used by the actuary are the best estimates chosen from a range of possible actuarial assumptions, which, due to the timescale covered, may not necessarily be borne
out in practice.
24
GREGGS PLC ANNUAL REPORT AND ACCOUNTS 2002
7. Pensions (continued)
Scheme assets
The fair value of the scheme’s assets, which are not intended to be realised in the short term and may be subject to significant change before they are realised, and the present value
of the scheme’s liabilities, which are derived from cash flow projections over long periods and thus inherently uncertain, were:
28 December
2002
Expected return
£’000
£’000
Expected return
£’000
Equities
Bonds
Other
7.4% pa
4.5% pa
4.5% pa
18,188
6,229
7,952
8.0% pa
4.8% pa
5.3% pa
20,908
7,125
6,034
32,369
(41,699)
(9,330)
2,799
(6,531)
29 December
2001
(restated)
£’000
34,067
(34,373)
(306)
92
(214)
Fair value of assets
Composed of :
Total fair value of assets
Present value of liabilities
Gross pension liability
Related deferred tax asset
Net pension liability
The present value of liabilities at 29 December 2001 has been restated from the value presented in the 2001 annual report following clarification of the treatment of benefits accrued
before 6 April 1997. An allowance has been made for the pensions payable for pre-April 1997 service to increase overall at rates lower than 3% pa. This has resulted in a reduction
of £1,219,000 in the net pension liability at 29 December 2001.
Over the year to 28 December 2002, contributions by the Company of £2,171,000 (2001: £1,852,000) were made to the scheme. It has been agreed with the trustees that employer’s
contributions from 6 April 2003 will be at the level of 9.9% of annual pensionable salary plus the cost of insuring death in service benefits and the cost of administration expenses.
The post retirement deficit under FRS 17 would have moved as follows during the year to 28 December 2002:
Post retirement deficit at 29 December 2001
Current service cost (employee and employer)
Contributions (employee and employer)
Other net finance income
Actuarial loss
Post retirement deficit at 28 December 2002
Year ended
28 December 2002
£’000
(306)
(2,513)
3,011
367
(9,889)
(9,330)
25
GREGGS PLC ANNUAL REPORT AND ACCOUNTS 2002
NOTES TO THE ACCOUNTS
continued
7. Pensions (continued)
The following amounts would have been included within operating profit under FRS17:
Current service cost (employer’s part only)
Past service cost
The following amounts would have been included as net finance income under FRS 17:
Expected return on pension scheme assets
Interest on post retirement liabilities
The following amounts would have been recognised within the statement of recognised gains and losses ("STRGL") under FRS 17:
Annual return less expected return on scheme assets
Experience losses arising on liabilities
Loss due to changes in assumptions underlying the present value of scheme liabilities
Actuarial loss recognised in the STRGL
Year ended
28 December 2002
£’000
1,673
-
1,673
Year ended
28 December 2002
£’000
2,419
(2,052)
367
Year ended
28 December 2002
£’000
(6,663)
(2,206)
(1,020)
(9,889)
(21%)
(5%)
(2%)
The above percentages show the STRGL components as a percentage of the end of year value of the scheme’s assets or liabilities as appropriate.
The scheme is now closed to new entrants and, under the method used to calculate pension costs in accordance with FRS 17, the cost as a percentage of covered pensionable
payroll will tend to increase as the average age of the membership increases.
The Group’s net assets, including the disclosed FRS 17 balance sheet item above, would be £113,434,000 at 28 December 2002.
b). Defined contribution schemes
The Company also operates defined contribution schemes for other eligible employees. The assets of the schemes are held separately from those of the Group. The pension cost
represents contributions payable by the Group and amounted to £942,000 in the year (2001: £893,000).
There were no material amounts outstanding to any of the schemes at the year end.
26
8. Employees
The average number of persons employed by the Group (including directors) during the year was as follows:
Management
Administration
Production
Shop
The aggregate payroll costs of these persons were as follows:
Wages and salaries
Social security costs
Other pension costs
9. Taxation on profit on ordinary activities
a). Analysis of charge in period at 30% (2001: 30%)
Current tax:
Corporation tax at 30.0% (2001: 30.0%)
- current year
Total current tax
Deferred tax
Origination and reversal of timing differences
- current year
- previous years
Total deferred tax
Tax on profit on ordinary activities
GREGGS PLC ANNUAL REPORT AND ACCOUNTS 2002
2002
No’s
643
306
2,610
13,498
17,057
2001
No’s
585
290
2,529
12,237
15,641
2002
£’000
2001
£‘000
156,568
142,530
10,171
3,477
9,135
2,691
170,216
154,356
2002
£’000
2001
£’000
10,526
8,827
10,526
8,827
1,454
-
1,316
(210)
1,454
11,980
1,106
9,933
27
GREGGS PLC ANNUAL REPORT AND ACCOUNTS 2002
NOTES TO THE ACCOUNTS
continued
9. Taxation on profit on ordinary activities (continued)
b). Factors affecting current tax charge for period
The tax assessed for the period is lower than the standard rate of corporation tax in the UK (30%). The differences are explained below:
Profit on ordinary activities before tax
Tax on profit on ordinary activities at UK standard rate of tax of 30% (2001:30%)
Effects of:
Capital allowances for period in excess of depreciation
Expenses not deductible for tax purposes
Lease rentals
Chargeable gains rolled over
Non-qualifying depreciation
Other
Current tax charge for period
10. Profit attributable to Greggs plc
2002
£’000
2001
£’000
36,666
32,742
11,000
9,823
(1,454)
(1,316)
147
-
(65)
758
140
208
(660)
(273)
789
256
10,526
8,827
Of the profit attributable to shareholders, £23,369,000 (2001: £22,534,000) is dealt with in the accounts of the parent company. The Company has taken advantage of the
exemption permitted by section 230 of the Companies Act 1985 from presenting its own profit and loss account.
11. Dividends
On ordinary shares of 20p
Interim paid: 23.5p (2001:21.0p)
Final proposed: 49.0p (2001:44.0p)
Total dividends: 72.5p (2001: 65.0p)
12. Earnings per share
2002
£’000
2001
£’000
2,782
5,788
8,570
2,477
5,186
7,663
Basic earnings per share are calculated on earnings after taxation of £24,686,000 (2001: £22,809,000) divided by the weighted average number of shares in issue for which
consideration is receivable during the year of 12,015,526 (2001: 11,993,371).
Diluted earnings per share are calculated using the same earnings as those used for basic earnings per share, and a weighted average number of shares of 12,220,091 (2001: 12,153,399).
This number includes 204,565 (2001: 160,028) shares being the dilutive effect of the share options in place at the year end.
28
GREGGS PLC ANNUAL REPORT AND ACCOUNTS 2002
Land and
buildings
£’000
Plant and
Shop fixtures
machinery
and fittings
£’000
£’000
Total
£’000
52,070
13,250
(755)
(721)
57,879
10,581
82,501
18,312
192,450
42,143
(4,202)
(7,271)
(12,228)
721
-
-
63,844
64,979
93,542
222,365
10,674
1,267
31,031
6,731
26,622
8,815
68,327
16,813
(311)
(3,457)
(7,191)
(10,959)
-
242
(242)
-
11,630
34,547
28,004
74,181
52,214
41,396
30,432
26,848
65,538
55,879
148,184
124,123
13. Group statement of tangible fixed assets
Cost
At 29 December 2001
Additions
Disposals
Reclassification
At 28 December 2002
Depreciation
At 29 December 2001
Charged in year
Disposals
Reclassification
At 28 December 2002
Net book amount
At 28 December 2002
At 29 December 2001
Included in land and buildings is an amount of £8,511,000 (2001: £1,218,000) in respect of freehold land which is not depreciated.
The net book amount of land and buildings comprises:
Freehold property
Shops
Bakeries
Other
Long leasehold property
Bakeries
Short leasehold property
Shops
2002
2001
£’000
£’000
£’000
£’000
14,396
31,087
6,115
15,242
20,578
4,965
51,598
264
352
52,214
40,785
149
462
41,396
29
GREGGS PLC ANNUAL REPORT AND ACCOUNTS 2002
NOTES TO THE ACCOUNTS
continued
14. Parent company statement of tangible fixed assets
Cost
At 29 December 2001
Additions
Disposals
Reclassification
At 28 December 2002
Depreciation
At 29 December 2001
Charged in year
Disposals
Reclassification
At 28 December 2002
Net book amount
At 28 December 2002
At 29 December 2001
Land and
buildings
£’000
Plant and
Shop fixtures
machinery
and fittings
£’000
£’000
Total
£’000
24,021
13,136
(705)
(721)
58,412
10,581
82,989
18,312
165,422
42,029
(4,202)
(7,271)
(12,178)
721
-
-
35,731
65,512
94,030
195,273
4,368
611
(276)
-
31,302
6,731
27,013
8,815
62,683
16,157
(3,458)
(7,191)
(10,925)
242
(242)
-
4,703
34,817
28,395
67,915
31,028
19,653
30,695
27,110
65,635
55,976
127,358
102,739
Included in land and buildings is an amount of £7,293,000 (2001: £nil) in respect of freehold land which is not depreciated.
The net book amount of land and buildings comprises:
2002
2001
£’000
£’000
£’000
£’000
7,397
16,922
6,208
7,838
6,146
5,058
30,527
149
352
31,028
19,042
149
462
19,653
Freehold property
Shops
Bakeries
Other
Long leasehold property
Bakeries
Short leasehold property
Shops
30
GREGGS PLC ANNUAL REPORT AND ACCOUNTS 2002
15. Investments
Group
Investments relate to shares in Greggs plc held by the trustees of the Greggs Employee Benefit Trust. This trust was established during 1988 to act as a repository of issued Company
shares which can be purchased either on the exercise of an option by employees under the Greggs Executive Share Option Schemes or by the trustees of the Greggs Employee
Share Scheme.
The trust holds 214,567 shares in Greggs plc (2001: 214,655). These are shown in the accounts at cost of £3,561,000 (2001: £3,563,000) and have a market value at 28 December
2002 of £6,947,000 (2001: £6,574,000).
The trust has registered a waiver in respect of dividends on these shares.
Parent Company
Interest in subsidiary undertakings
Shares at cost
Less: Amounts written off
Employee Benefit Trust
The Company’s subsidiary undertakings, which are all wholly owned, are as follows:
Charles Bragg (Bakers) Limited
Non-trading
Greggs (Leasing) Limited
Non-trading
Thurston Parfitt Limited
Dormant
Greggs Properties Limited
Property holding
Olivers (UK) Limited
Dormant
Olivers (UK) Development Limited *
Dormant
Birketts Holdings Limited
Non-trading
J R Birkett & Sons Limited *
Non-trading
Greggs Trustees Limited
Trustee
* held indirectly
16. Stocks
Raw materials and consumables
Work in progress
2002
£’000
2001
£’000
5,828
(638)
5,190
3,561
8,751
5,828
(638)
5,190
3,563
8,753
Group
Parent company
2001
£’000
4,865
1,410
6,275
2002
£’000
4,685
1,645
6,330
2001
£’000
4,865
1,410
6,275
2002
£’000
4,685
1,645
6,330
31
GREGGS PLC ANNUAL REPORT AND ACCOUNTS 2002
NOTES TO THE ACCOUNTS
continued
17. Debtors
Trade debtors
Amounts owed by subsidiary undertakings
Other debtors, including value added tax
Prepayments and accrued income
18. Creditors: amounts falling due within one year
Trade creditors
Corporation tax
Other taxes and social security costs
Other creditors
Accruals
Proposed final dividend
Deferred government grants
19. Creditors: amounts falling due after more than one year
Deferred government grants
20. Financial assets and liabilities
Group
Parent company
2001
£’000
484
-
5,383
6,539
2002
£’000
525
2001
£’000
484
16,530
18,331
3,910
7,305
5,383
6,539
2002
£’000
525
-
3,910
7,305
11,740
12,406
28,270
30,737
Group
Parent company
2002
£’000
2001
£’000
2002
£’000
2001
£’000
24,721
24,097
24,721
24,097
5,838
4,299
4,786
3,531
5,779
4,299
4,580
3,531
16,120
14,914
16,120
14,914
8,170
5,788
7
8,224
5,186
24
8,170
5,788
7
8,224
5,186
24
64,943
60,762
64,884
60,556
Group
Parent company
2002
£’000
119
2001
£’000
109
2002
£’000
119
2001
£’000
109
The Group’s activities are financed by cash at bank and short term investments which comprise cash placed on deposit.
During the year the Group has placed funds in a deposit account denominated in Euros in preparation for its anticipated expansion into Europe.
The Group’s treasury policy has as its principal objective the achievement of the maximum rate of return on cash balances whilst maintaining an acceptable level of risk.
Other than mentioned above there are no financial instruments, derivatives or commodity contracts used.
The Group considers that the interest rate and currency risks are not significant.
For the purposes of the following disclosures, short-term debtors and creditors have been excluded, as permitted by FRS13.
The Group’s financial assets comprise cash at bank. At 28 December 2002 the average interest rate earned on the closing cash balance was 3.5% (2001: 3.5%).
At 28 December 2002 the Group had no financial liabilities (2001: £nil). The Group has an overdraft facility of £10,000,000 of which £10,000,000 was undrawn at
28 December 2002 (2001: £10,000,000 undrawn).
The fair value of the Group’s other financial assets and liabilities is not materially different from their book values.
32
GREGGS PLC ANNUAL REPORT AND ACCOUNTS 2002
Group
Parent company
2002
£’000
2001
£’000
2002
£’000
2001
£’000
13,423
11,969
10,704
9,250
Group and
Parent company
2002
£’000
2001
£’000
5,000
5,000
2,400
2,397
4
3
2,404
2,400
Group and
Parent company
£’000
9,794
291
10,085
2002
£’000
91,360
16,116
107,476
Group
Parent company
2001
£’000
76,214
15,146
91,360
2002
£’000
96,267
14,799
111,066
2001
£’000
81,396
14,871
96,267
21. Provisions for liabilities and charges - deferred tax
The provision is in respect of:
Accelerated capital allowances
The movement in deferred tax is represented by the charge for the year.
22. Share capital
Authorised:
25,000,000 ordinary shares of 20p
Issued and fully paid:
Number of shares:
12,000,632
21,767
12,022,399
At 29 December 2001
Issued in respect of share options
At 28 December 2002
Details of outstanding share options are given in note 5.
23. Share premium account
At 29 December 2001
Premium arising on issue of shares in respect of share options
At 28 December 2002
24. Profit and loss account
At start of year
Retained profit for the year
At end of year
Cumulative goodwill written off resulting from acquisitions made prior to 1 January 1998 amounts to £3,275,000 (1999: £3,275,000).
33
GREGGS PLC ANNUAL REPORT AND ACCOUNTS 2002
NOTES TO THE ACCOUNTS
continued
25. Commitments
a). Capital commitments
Outstanding commitments for capital expenditure at 28 December 2002 not provided for in the accounts are as follows:
Contracted for
b). Operating lease commitments
Group
Parent company
2002
£’000
2001
£’000
2002
£’000
2001
£’000
2,689
2,161
2,689
2,161
At 28 December 2002 the Group and Company had annual commitments under operating leases on land and buildings as set out below:
Operating leases which expire:
Within one year
In the second to fifth years inclusive
After more than five years
2002
£’000
2001
£’000
1,195
6,749
18,954
26,898
1,213
5,882
16,690
23,785
The Group’s business is carried on through retail outlets which are subject to operating leases which include clauses for periodic rent reviews. The property commitments above are
stated at current rents.
26. Notes to the group cash flow statement
a). Reconciliation of net cash flow to movement in net funds
(Decrease) / increase in cash in the period
Cash outflow from decrease in debt
Movement in net funds in the period
Net funds at 29 December 2001
Net funds at 28 December 2002
b). Analysis of net funds
2002
£’000
2001
£’000
(1,392)
11,152
-
(1,392)
30,027
28,635
2,039
13,191
16,836
30,027
At 29
December
2001
£’000
Cash flow
Other changes
£’000
£’000
At 28
December
2002
£’000
Cash in hand and at bank
30,027
(1,392)
-
28,635
34
DIRECTORS’ REMUNERATION REPORT
Remuneration Committee
The names of the directors who have served on the Remuneration Committee of the
Board during the year are Ian Gregg (Chairman), Sonia Elkin, Stephen Curran and Derek
Netherton (with effect from August 2002). Mike Darrington and Andrew Davison have
assisted the Committee in their deliberations on directors’ remuneration.
The Remuneration Committee also received advice from Monks Partnership that
materially assisted the Committee in their consideration of matters relating to directors’
remuneration, benefits and incentives. Monks Partnership were selected and appointed
by the Committee.
General Policy on Directors’ Remuneration
The Company’s policy is to establish competitive remuneration packages for its directors
that will attract, retain and motivate individuals with appropriate skills and experience and
will best serve the interests of the Company, its shareholders and its employees.
Remuneration packages for executive directors are designed so as to reward them fairly
for their contributions within the range of benefits offered by other UK companies of
equivalent size and to recognise the unusually complex nature of the combined retail,
manufacturing and distribution operations of the Greggs business.
The Remuneration Committee aims to set basic salaries for executive directors at a level
broadly equivalent to median salaries for individuals holding similar positions in
comparable companies, with adjustment to reflect individual performance. Basic salaries
are normally re-set every three years unless a material change in the business warrants
earlier review. Basic salaries were last re-set in 2002, to take effect from 1 January 2003,
on the basis of advice and information as to levels of remuneration in comparable
companies provided by Monks Partnership. Between major reviews, basic salaries will
normally rise in line with rates of increase adopted elsewhere in the Greggs business.
The Remuneration Committee seeks to structure total benefits packages in a manner
which will align the interests of the executive directors with those of shareholders.
The performance-related elements of the executive directors’ remuneration packages,
under which executive directors can receive payments in total of up to 50% of their
basic salaries, consist of annual performance based cash bonuses and participation in the
Company’s Profit-Sharing Scheme (which distributes 10% of profits half-yearly to all
employees on the basis of a formula related to service and salary levels). Such bonus
payments are not pensionable. In addition, there will be occasional grants of options
over shares in the Company, pursuant to one or more of the share option schemes
operated through the Remuneration Committee. These include both Inland Revenue
approved and unapproved long-term share incentive schemes, designed to encourage
the executive directors and other employees to hold shares in the Company and to
enhance share values.
In accordance with the Joint Statement from the Investment Committees of the Association
of British Insurers and the National Association of Pension Funds, the total number of
new shares over which the Company may grant options is limited and the Company has
chosen to allocate most of the number available to the Company’s Savings Related Share
Option Scheme open to all employees, including executive directors. This has restricted
the number of new shares available to be allocated under the discretionary Senior Executive
Share Option Scheme under which the last grant of options (in which no executive
director participated) was made in 2002. The policy adopted by the Remuneration
Committee is that further grants of options will be awarded to executive directors under
the Senior Executive Share Option Scheme, only when it is necessary to ensure that the
value of options held is broadly in line with the median value of options held by directors
holding similar positions in comparable companies. Unless granted pursuant to the
all-employee Savings Related Share Option Scheme (under which options may be
offered at a discount to market price), all options granted to executive directors will be at
exercise prices at least equal to the market price of a share as at the date of grant.
GREGGS PLC ANNUAL REPORT AND ACCOUNTS 2002
The above policies enable the executive directors to receive potentially significant benefits
in addition to their basic salaries, but only if value has been created for shareholders.
The Remuneration Committee considers that, although the non-performance-related
elements of the executive directors’ remuneration packages are, rightly, substantial, the
performance-related elements are significant in terms of providing motivation to the
executive directors to improve shareholder value.
Fees payable to non-executive directors are set by a committee of the Board consisting
only of executive directors (Mike Darrington and Malcolm Simpson) who periodically
seek advice from external consultants as to the appropriate market rates applicable. Such
advice was last obtained in 2002 from Monks Partnership and formed the basis upon
which the fees payable in 2003 were set.
Policy on Performance Conditions
The performance conditions attaching to share options granted to the executive directors
under the Company’s Senior Executive Share Option Schemes have varied according to
the date of grant. Such conditions are set by the Remuneration Committee following
receipt of advice from external consultants as to prevailing market practice and in order
to set challenging performance objectives linked to shareholder return. The Remuneration
Committee intends that performance conditions will continue to be settled on this basis
and applied to any future grants of options to the executive directors under the discretionary
Senior Executive Share Option Schemes. Details of the performance conditions for options
currently outstanding are set out in the section headed ‘Share Options’ below.
Whether performance conditions attached to share options have been met is tested by
the Remuneration Committee, which compares the actual performance of the Company
with relevant published statistics and, if necessary, obtains advice from external consultants
in order to reach its conclusion. This ensures that no director is in a position to rule on
whether any performance condition applicable to his own options has been satisfied.
No performance conditions have been attached to options granted pursuant to the
Company’s Savings Related Share Option Scheme, which is available for all employees,
as the principal purpose of this scheme is to encourage employees at all levels within the
Company to participate in, and to understand better, the growth in value of the Company
and the rules of that scheme require that all options granted must be on the same terms.
Performance criteria in relation to the performance based annual cash bonuses payable
to the executive directors are set by the Remuneration Committee each year in accordance
with the general remuneration policy set out above.
Policy on Service Contract Notice Periods and Payments on Early Termination
The Company’s policy on the duration of directors’ contracts is that:
• existing executive directors should have service contracts terminable on one year’s
notice served by the Company or by six months notice served by the director.
Future executive directors would be engaged on terms necessary to secure individuals
of appropriate calibre, having regard to prevailing market conditions at that time;
• non-executive directors are appointed subject to the Company’s Articles of
Association, which require them to retire and to seek re-election at the first AGM
after appointment. Thereafter, one half of the Board (other than those appointed
since the last AGM), being those who have been longest in office since last re-
election, and any other director who has not been elected or re-elected at either
of the two preceding AGMs, must retire and seek re-election. The Nominations
Committee advises the Board as to whether a particular director, whose turn it is
to retire by rotation, should be nominated for re-election.
35
GREGGS PLC ANNUAL REPORT AND ACCOUNTS 2002
DIRECTORS’ REMUNERATION REPORT
continued
The policy on termination payments for executive directors is that the Company does
not normally make payments beyond its contractual obligations, including any payment in
respect of notice to which a director is entitled. In exceptional circumstances, an additional
ex-gratia payment may be considered, based on factors including the director’s past
contribution and the circumstances of the director’s departure.
The Company’s policy on notice periods changed at the end of 2002 when the executive
directors agreed (without receiving any compensation) to reduce their entitlement to
notice in all circumstances other than within 12 months following a change of control of
the Company from two years to one year. Should either of the existing executive
directors’ employment by the Company be terminated within 12 months following a
change of control of the Company, it has been agreed that he would be entitled to a
payment by way of liquidated damages calculated on the basis of a two year, rather than
one year, notice period. This provision was approved by the Remuneration Committee
in recognition of the special circumstances applicable to these executives, both of whom
have served the Company well for many years and who intend to continue to do so for
the rest of their working lives.
Non-executive directors would not normally be entitled to compensation for early
termination of their appointments prior to the date on which they would next be due to
retire by rotation, or if not re-appointed at such time.
In addition to the above arrangements, for 2003, the executive directors have been
awarded a performance based cash bonus such that the combined bonus to be received
by each of them under this arrangement and the Company’s Profit-Sharing Scheme will
be set according to a straight line graph, subject to confirmation by the Remuneration
Committee. By way of example as to how this graph would operate, if net profit per
share before tax (excluding any property profit) adjusted for the issue of any shares
during the period (other than those issued on the exercise of share options) for 2003 is
greater than that for 2002 by 10%, the total bonus will be 20% of basic salary. If such net
profit per share growth is greater than that for 2002 by 25%, the total bonus will be 50%
of basic salary. Total bonus payments are capped at 50% of basic salary.
Non-executive Directors
The non-executive directors do not have service contracts with the Company.
However, all of them do have letters of appointment. The terms of appointment of
each non-executive director require that they seek re-election on a regular basis in
accordance with the Articles of Association of the Company (see above). The fees
payable to the non-executive directors cover all normal duties. In exceptional circumstances,
where significant additional time commitment is required, the Board (or a duly authorised
committee) may award additional fees. No right of compensation exists where the office
is terminated, for whatever reason.
DIRECTORS’ SERVICE CONTRACTS
PERFORMANCE GRAPH
The graph below shows a comparison of the total shareholder return for the Company’s
shares for each of the last 5 financial years against the total shareholder return for the
companies comprised in the FTSE Mid 250 Index (excluding investment Trusts).
This index was chosen for this comparison because it includes companies of broadly similar
size to the Company.
Total Shareholder Return
400
350
300
250
200
150
100
50
0
0
0
1
o
t
d
e
s
a
b
e
R
7
9
-
n
a
J
7
9
-
y
a
M
7
9
-
p
e
S
8
9
-
n
a
J
8
9
-
y
a
M
8
9
-
p
e
S
9
9
-
n
a
J
9
9
-
y
a
M
9
9
-
p
e
S
0
0
-
n
a
J
0
0
-
y
a
M
0
0
-
p
e
S
1
0
-
n
a
J
1
0
-
y
a
M
1
0
-
p
e
S
2
0
-
n
a
J
2
0
-
y
a
M
2
0
-
p
e
S
FTSE 250 (ex-Invst Trusts) Greggs
Produced from information supplied by Thomson Financial, Datastream
Details of the directors’ service contracts or letters of appointment are as follows:
Executive Directors
Mike Darrington has a service contract with the Company. His continuous period of service
with the Company commenced on 15 July 1983.
Malcolm Simpson has a service contract with the Company. His continuous period of
service with the Company commenced on 24 April 1973.
Both Mike Darrington and Malcolm Simpson have provisions in their contracts which
enable them to be terminated by the Company on 12 months notice (in normal
circumstances) or by the executive on 6 months notice. In addition to their basic salaries,
each is entitled to participate in the Company’s profit sharing scheme available to all
employees and to a performance based cash bonus. They are also entitled to additional
benefits including the use of a motor car, private medical insurance, life assurance,
permanent health insurance and a contribution towards telephone expenses. The service
contracts contain a special provision which operates only in circumstances where the
executive director’s employment with the Company is terminated within 12 months
following a change of control of the Company. In those circumstances only they would
be entitled to a payment calculated on the basis of a two year notice period. They will
be entitled to a payment equal to their salary and the value of their other benefits
(including bonus) for the full two year notice period and are obliged to accept this in full
settlement of any claim they may have against the Company in respect of the termination
of their contract. Their entitlement to this payment will not be affected if they in fact are
able to reduce their loss by obtaining alternative employment during the normal notice
period. This provision was introduced when the executives’ notice periods in other
circumstances were reduced from two years to twelve months and are considered by the
Remuneration Committee to be appropriate in the case of executive directors who have
served the Company for 20 years and 30 years respectively and who intend to devote
the remainder of their working lives to the service of the Company.
36
GREGGS PLC ANNUAL REPORT AND ACCOUNTS 2002
DIRECTORS’ EMOLUMENTS AND COMPENSATION
The following table sets out details of the emoluments and compensation received in 2002 by each director (excluding pension contributions, details of which are set out below).
Executive
Mike Darrington
Malcolm Simpson
Non-executive
Derek Netherton
Stephen Curran
Sonia Elkin
Colin Gregg
Ian Gregg
Susan Johnson
TOTAL
Salary/fees
Estimated
value
of benefits
£
19,494
15,299
-
-
-
-
-
-
£
279,000
186,000
66,667
21,250
22,250
-
74,750
21,250
Annual
bonus and
profit share
£
Total 2002
Total 2001
£
£
71,815
47,876
370,309
249,175
359,847
244,202
-
-
-
-
-
-
66,667
21,250
22,250
-
74,750
21,250
-
20,250
21,250
7,180
71,500
20,250
671,167
34,793
119,691
825,651
744,479
The fees for Stephen Curran were paid to a third party.
The fees for Sonia Elkin reflect the fact that she is the Chairman of the Audit Committee and the Senior Independent Non-executive Director.
No part of the remuneration, other than the basic salaries of the executive directors, is taken into account when calculating pension benefits.
SHARE OPTIONS
The following table sets out details of the share options (all of which were granted at a nominal or nil cost to the executive director concerned) held by, or granted to, each director
during the year, according to the register of directors’ interests:
Mike Darrington
Malcolm Simpson
Number of options during year
At
At
29/12/01
Granted
Exercised
28/12/02
Exercise
price
£
Market
price at
date of
exercise
Gain on
exercise
5,000
18,000
199
27,900
3,500
12,000
199
18,600
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
5,000
13.55
18,000
26.875
199
20.98
27,900
17.015
3,500
13.55
12,000
26.875
199
20.98
18,600
17.015
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Date of
grant
Sep 96
Mar 99
Jun 99
Mar 00
Sep 96
Mar 99
Jun 99
Mar 00
Date from
which
exercisable
Sep 99
Mar 02
Jun 04
Mar 03
Sep 99
Mar 02
Jun 04
Mar 03
Expiry
date
Aug 03
Mar 06
Scheme
Executive
Executive
Dec 04
SAYE
Mar 07
Aug 03
Mar 06
Executive
Executive
Executive
Dec 04
SAYE
Mar 07
Executive
The executive directors also have a potential beneficial interest in the Greggs Employee Benefit Trust (see note 15 to the Accounts).
The grants awarded in 1996 under the Senior Executive Share Option Scheme were conditional upon the Company’s earnings per share increasing annually on an average over
a three year period by inflation plus 4%.
On each of the grants awarded in 1999 and 2000 under the Senior Executive Share Option Scheme, the exercise of one half of the options granted was made conditional upon the
growth in the Company’s earnings per share over the three years from grant being greater than the median earnings per share growth of the companies comprised in the FTSE Mid
250 index (excluding Investment Trusts). The other half of the options granted was conditional upon growth in the earnings per share of the Company being at least 10% above the
median earnings per share growth of such comparator companies within the same period.
No non-executive director has any options to acquire shares in the Company.
The mid-market price of ordinary shares in the Company as at 28 December 2002 was £32.375. The highest and lowest mid-market prices of ordinary shares during the financial
year were £40.025 and £28.625 respectively.
37
GREGGS PLC ANNUAL REPORT AND ACCOUNTS 2002
PENSIONS
Both of the executive directors earned pension benefits under the Greggs 1978 Retirement and Death Benefit Scheme, the Company’s defined benefit scheme, during the
period under review. This scheme, which currently requires a contribution of 5.7% of pensionable salary from members, provides for up to two-thirds of final pensionable salary,
dependant on length of service. Both of the executive directors also received contributions into the Company’s money purchase defined contributions pension schemes during
the period under review. No pension benefits were earned or accrued in respect of any non-executive director.
Defined benefit scheme
The following table sets out the change in each director’s accrued pension in the Company’s defined benefit scheme during the year and his accrued benefits in the scheme at the
year end:
Accrued annual
Accrued annual
pension
pension
Increase in
entitlement at
entitlement at
age 65 as at
age 65 as at
accrued
pension
Increase in
accrued
pension
entitlement for
28 December
29 December
entitlement
the year net of
2002
£
92,410
91,152
2001
£
82,379
82,766
for the year
inflation of 1.7%
£
10,031
8,386
£
8,631
6,979
Date of
birth
8/3/42
15/10/41
Date service
commenced
15/8/83
24/4/73
Executive Director
Mike Darrington
Malcolm Simpson
Note 1: The pension entitlement shown is that which would be paid annually on retirement based on service to the end of the year, but excluding any statutory increases which
would be due after the year end.
Note 2: The inflation rate of 1.7% shown in the table above is that published by the Secretary of State for Social Security in accordance with Schedule 3 of the
Pensions Schemes Act 1993.
Executive Director
Mike Darrington
Malcolm Simpson
Cash equivalent
Contributions
transfer value as at
made by the director
Increase in the
cash equivalent
Cash equivalent
transfer value as at
29 December 2001
29 December 2001
transfer value since
28 December 2002
£
1,084,581
1,058,847
£
15,942
10,413
£
97,424
79,615
£
1,183,648
1,153,803
Note: cash equivalent transfer values have been calculated in accordance with Actuaries Guidance Note GN11.
The transfer values disclosed above do not represent a sum paid or payable to the individual director. Instead they represent a potential liability of the pension scheme.
Money purchase schemes
The Company has paid the following contributions to two of the Company’s money purchase schemes (the Greggs Bakeries (MJD) Retirement Benefit Scheme and the
Greggs Senior Executive Pension Scheme) for the benefit of executive directors during this financial year:
Contribution
Contributions in respect
in respect
of any other financial year
of 2002
£
67,800
9,267
but made in 2002
£
-
-
Total contributions
made during 2001
£
67,800
8,900
Director
Mike Darrington
Malcolm Simpson
38
GREGGS PLC ANNUAL REPORT AND ACCOUNTS 2002
APPROVAL BY SHAREHOLDERS
At the Annual General Meeting of the Company to be held on 16 May 2003, a resolution approving this report is to be proposed as an ordinary resolution.
This report was approved by the Board on 7 March 2003.
Signed on behalf of the Board
Ian Gregg, Director
Chairman of Remuneration Committee
7 March 2003
39
GREGGS PLC ANNUAL REPORT AND ACCOUNTS 2002
CORPORATE GOVERNANCE
The Combined Code
The Board recognises the importance of, and is committed to, high standards of corporate
governance and to integrity and high ethical standards in all of its business dealings.
The Board considers that it has complied throughout the period under review with the
principles of governance set out in Section 1 of the combined code on corporate
governance appended to the Listing Rules published by the UK Listing Authority
(“the Combined Code”), apart from the provisions relating to the length of executive
directors’ notice periods. During the period under review, the service contracts for both
of the executive directors contained a requirement that the Company give two years
notice of termination. With effect from 1 January 2003 the executive directors have
agreed (without compensation) to a reduction in their notice periods to one year, save
that they will be entitled to a payment by way of liquidated damages calculated by
reference to a two year notice period if termination takes place within 12 months
following a change of control of the Company. The Remuneration Committee considers
that such protection is reasonable for individuals who have given over 20 and 30 years
service respectively to the Company and who intend to continue to do so for the
remainder of their working lives.
The following statements describe how the relevant provisions of the Combined Code
are applied to the Company.
The Board
The Board, under the non-executive chairmanship of Derek Netherton, meets regularly
to discharge its duties. At these meetings, it reviews Group strategy, performance and
matters reserved for the Board. Whilst the executive responsibility for running the
Company’s business rests ultimately with the Managing Director, Mike Darrington,
the non-executive directors fulfil an essential role in that they ensure that the strategies
proposed by the executive directors are fully discussed and critically examined.
The Board is supplied in a timely manner with information in a form and of a quality
appropriate to enable it to discharge its duties and considers that it effectively leads and
controls the Company.
The Board currently comprises 2 executive and 5 non-executive directors as follows:-
Derek Netherton (Non-Executive Chairman), 58, spent his career in investment banking
and retired in 1996 from his position as joint head of corporate finance at J Henry
Schroder & Co. He is a non-executive director of Next plc, Hiscox plc, St James’s Place
Capital plc, Plantation & General Investments plc and Life Assurance Holding &
Corporation Limited. He was appointed to the Board on 1 March 2002 and was
appointed Chairman in August of the same year.
Mike Darrington (Managing Director), 61, qualified as a Chartered Accountant and then
spent 17 years with United Biscuits, latterly in General Management. During this time he
attended the PMD course at Harvard Business School. He joined Greggs in 1983 and
was appointed Managing Director in January 1984.
Malcolm Simpson (Finance Director), 61, qualified as a Chartered Accountant with what
is now KPMG and then worked for eight years within the finance department of Procter
and Gamble Limited. He joined the Company in 1973 and was appointed Financial
Director in 1975.
40
Stephen Curran, 59, joined the Board in 1981. He was appointed Chairman of
Candover Investments plc in May 1999, having previously been Chief Executive of
Candover since January 1991. Prior to joining Candover in May 1981, he was a
managing consultant with Coopers & Lybrand Associates and then an investment
manager with what is now Cinven. He is a non-executive director of Jarvis Hotels plc
and a number of unquoted companies.
Sonia Elkin OBE, 70, is a former CBI Director, responsible for its Regional organisation
and policy in relation to Smaller Firms. She was a Commissioner of the Manpower
Services Commission and served on a DTI committee on deregulation. She is a
member of the Review Committee of the Institute of Chartered Accountants. She joined
the Board in 1992, is Chairman of the Audit Committee and has been appointed as the
Senior Independent Non-Executive Director.
Ian Gregg OBE, 63, qualified as a solicitor before joining the Company as Executive
Chairman and Managing Director on the death of his father in 1964. He built the
business up from a single-shop operation to a multi-divisional specialist retailer with
almost 300 shops by the time of its successful flotation in 1984. Following the
appointment of Mike Darrington as Managing Director in January 1984, Ian continued in
the role of Executive Chairman until July 1993. He was then invited to become non-
executive Chairman in order that the Board could avail itself of his unequalled experience
of both the industry and the Company. Ian stepped down from the Chairman’s role in
August 2002.
Susan Johnson OBE, 45, was appointed to the Board in March 2000. She obtained an
MBA in 1993 after which she pursued a career in sales and marketing before being
appointed as Chief Executive of the Northern Business Forum. She is now an Executive
Director of Yorkshire Forward.
After carefully reviewing the guidance in the Combined Code, all of the non-executive
directors are considered by the Board to be independent of management and free from
any business or other relationship which would materially interfere with the exercise of
their independent judgement. As stated in the interim announcement issued on 2 August
2002, the Board is taking steps to add to the number of independent non-executive
directors on the Board.
The Company’s Articles of Association require that all directors must retire and seek
re-election at the first AGM following appointment. Thereafter, one half of the directors
(other than those appointed since the last AGM) being those who have been in office
longest since last re-election and any other director who has not been elected or
re-elected at either of the two preceding AGMs must seek re-election at each AGM.
All directors are able to receive training and to take independent professional advice at
the expense of the Company. They also have direct access to the Company Secretary.
All directors are appraised annually.
GREGGS PLC ANNUAL REPORT AND ACCOUNTS 2002
Board Committees
Accountability, Audit and Going Concern.
The Board delegates some of its activities to the following committees, each of which
has written terms of reference:
The Audit Committee consists of three independent non-executive directors (Sonia Elkin
– Chairman, Susan Johnson and Stephen Curran). It meets at least twice a year. Its main
functions are to endeavour to ensure (i) that the accounting and financial policies of the
Company are proper and effective; (ii) the integrity of the financial statements and
information published by the Company; and (iii) that the financial controls of the
Company are proper and effective. The Committee, in performing these functions,
reviews the annual and interim financial statements issued to shareholders, compliance
with financial reporting standards and the size and remit of the internal audit function.
The Committee also considers and makes recommendations to the Board in relation to
the independence and objectivity of the external auditors (including the impact of any
non-audit work undertaken by them) and their suitability for re-appointment.
The Committee determines the scope of the external audit in discussion with the external
auditors and agrees their fees in respect of the audit. The Committee normally meets
with the Finance Director and the external auditors in attendance, although time is set
aside annually for discussion between the Committee and the external auditors in the
absence of all executive directors.
The Remuneration Committee consists entirely of independent non-executive directors
(Ian Gregg – Chairman, Stephen Curran, Sonia Elkin and Derek Netherton). Its main
duties are to determine the basic salary, benefits in kind, terms and conditions of
employment, performance-related bonuses, share options and pension benefits of the
executive directors. In order to assist with these duties the Committee has, during 2002,
used the services of external consultants, Monks Partnership. The Committee is also
responsible for the operation of the Company’s share option schemes. The Directors’
Remuneration Report is set out on pages 35 to 39 of this Annual Report.
The Nominations Committee comprises Derek Netherton - Chairman, Mike Darrington
and Sonia Elkin. Its main functions are to review the balance and constitution of the
Board; to advise the Board as to whether directors retiring by rotation should be
nominated for re-election by the members; and to approve and manage the process for
setting the specification for all Board appointments, identifying candidates who meet that
specification and making recommendations to the Board in respect of all new Board
appointments.
Relations with shareholders.
There is regular dialogue with individual and institutional shareholders as well as general
presentations after announcement of the interim and preliminary results.
The AGM provides a forum for communication with investors, with the chairmen of the
Board and its committees available to answer any issues raised.
At the AGM, the balance of proxy votes cast for and against each resolution is indicated
after it has been dealt with on a show of hands. All substantial issues, including the adoption
of the annual report and accounts, are proposed at the AGM as separate resolutions.
The Board acknowledges its responsibility to present a balanced and understandable
assessment of the Company’s position and prospects. This is fulfilled by the statements
contained in the Chairman’s statement and Managing Director’s report, which supplement
the statutory accounts themselves. A statement of directors’ responsibilities in respect of
the preparation of accounts is given on page 14.
The Audit Committee has reviewed and is satisfied that the Company’s auditors, KPMG
Audit Plc, continue to be objective and independent of the Company. KPMG Audit Plc
does perform non-audit services for the Group but the Audit Committee is satisfied that
its objectivity is not impaired by such work (non-audit fees amounted to £62,000 during
2002 and related mainly to taxation compliance advice). The Company has an internal
audit function. This assists in its monitoring of systems of control and augments the
examination carried out by the external auditors.
After making enquiries, the directors have a reasonable expectation that the Group has
adequate resources to continue in operational existence for the foreseeable future. For
this reason, they continue to adopt the going concern basis in preparing the accounts.
Risk Management.
The Board is ultimately responsible for the Group’s system of internal control, which
covers all aspects of the business, and for reviewing its effectiveness. However, any such
system can only be designed to manage, rather than eliminate, the risk of failure to
achieve the Company’s objectives and, therefore, is only able to provide reasonable, and
not absolute, assurance against material misstatement or loss. The Directors regularly
review the risks to which the Company is exposed, as well as the operation and
effectiveness of the system of internal controls. This is an ongoing process, involving the
identification, evaluation and management of the significant risks faced by the Company.
Key systems of the internal control system, which have been in place during the whole
of the period under review, are:-
• Board of Directors
The Board takes a proactive approach to the management of all forms of risk, and
views risk management as a vital constituent of its role. The Board holds five
scheduled meetings a year. At each of these meetings the effectiveness of the controls
relating to the most significant risks (i.e. those which may restrict the Company’s
ability to meet its objectives) are monitored and reviewed. Remedial action is
determined where appropriate. For some key risks, where it is felt necessary,
specialist advice is sought from external agencies and professional advisers. The Board
also reviews, at least annually, the level and scope of insurance cover maintained
within the business. The Board receives regular reports from Management on
significant changes in the business and external environment which might affect the
risk profile. It has also set in place a system of regular hierarchical reporting which
provides for relevant details and assurances on the assessment and control of risks
to be given to it.
• Management Board
The Management Board, answerable directly to the Managing Director, is responsible
for implementing decisions of the Main Board and providing protection against
the major risks by various techniques, including sharing best practice, monitoring,
supervision and training.
41
GREGGS PLC ANNUAL REPORT AND ACCOUNTS 2002
CORPORATE GOVERNANCE
continued
• Risk Committee
• Financial Reporting
A Risk Committee, consisting of the heads of each management function within the
business (including Health and Safety, Food Safety, Personnel, Production and
Purchasing), has responsibility for analysing, assessing, measuring and understanding
the Company’s risk environment, as well as devising a sound risk management
strategy for review and approval by the Board. The Risk Committee reports it findings
and important changes to the Board on a regular basis through personal presentation,
narrative reports and key performance indicators (internal and external to the
organisation). The Risk Committee also feeds the results of its assessments back into
the business planning for each division at least annually. The risks are assessed on a
regular basis across all functional areas but, in particular, the areas of Food Safety,
Health and Safety, information flow, asset protection and Regulatory Requirements.
• Policies and Procedures
Policies and procedures, covering control issues across all aspects of the business,
are defined and communicated to the respective managers and staff at all levels.
Adherence is monitored and reported upon on an ongoing basis.
• Health and Safety
The Company is committed to improving continuously the working environment with
the objective that accidents and work related ill health should be substantially reduced.
An occupational health strategy has been produced with Health and Safety Officers and
Occupational Nurses appointed in every Division. Targets are set and programmes
are devised to implement them. This approach involves a rigorous health assessment,
during which hazards are identified, risks assessed, control measures applied and
improvement actions agreed to manage residual risks to an acceptable level.
The Company operates a comprehensive financial control system that incorporates
Divisional Financial Controllers who have responsibility for financial management
within each Division. Each Divisional Financial Controller works closely with their
respective Divisional Managing Director to monitor performance at Divisional Board
level as against planned and prior year comparatives. In addition, assets and liabilities
are scrutinised at several levels on a regular basis and remedial action taken where
required. A comprehensive annual planning process is carried out which determines
expected levels of performance for all aspects of the business. Each Divisional
Financial Controller also reports directly to the Finance Director.
• Internal Audit
The internal audit function visits every Division at least once in every financial year
and reviews performance of the Division across a range of financial and non-financial
requirements, reporting findings to the relevant senior managers and direct to the
Audit Committee.
The Board confirms that it has reviewed the effectiveness of the system of internal
control (covering all controls, including financial, operational, compliance and risk
management), during the period under review.
42
GREGGS PLC ANNUAL REPORT AND ACCOUNTS 2002
CORPORATE SOCIAL RESPONSIBILITY
The Company has established an aspirational statement of values which clearly sets out
behaviours that are embraced by the Board and expected of all colleagues.
“We will be enthusiastic and supportive in all that we do, open, honest and
appreciative, treating everyone with fairness, consideration and respect.”
This has been communicated to all who work in the business and is becoming
embedded in the Company’s culture.
Our culture and values are built upon a foundation of awareness of our social responsibility.
Greggs is committed to making a positive difference for our customers, our people,
our suppliers and for the wider communities in which it operates.
Customers, people and suppliers
This positive difference will result from the increasing adoption of our values as a basis
for all of our activities. Our people are expected to use them as a reference point in
their relationships with each other and, in turn, with customers and suppliers.
• A group of dedicated staff work together for the benefit of the community by
organising the major annual fun run sponsored by Greggs of Gosforth in aid of
children’s cancer research. This has raised well over £2 million since its inception in
1983. A similar run is due to take place for the first time in Manchester in 2003.
• The Company’s investment of £500,000 in 2000 in the Newcastle Employment
Bond for a five year period, which is secured as to repayment by Northern Rock plc.
This investment is at zero rate of interest. The purpose of the investment is for all the
interest foregone to be used to help tackle long term unemployment in the
Newcastle area.
Although Greggs provides funding and makes time available for its staff to become engaged
in these community activities, the real credit is due to the staff themselves, at all levels,
for their voluntary commitment and for the inestimable benefit of what they achieve in
Greggs’ name.
The Environment
Our values act as a framework within which the business seeks to manage its activities
and are carefully considered in the setting of policies by which we operate and which,
in turn, affect the way in which we operate.
The Company recognises the importance of protecting our environment for future
generations and is committed to carrying out its activities with due consideration for the
adverse environmental impacts of its operations and in line with "Our Values".
In particular, this affects the areas of food safety and health and safety which are key areas
of focus for Greggs’ customers and people.
Wider Communities
Greggs also seeks to use these values in its relationships with the wider community and,
by doing so, have a beneficial effect on the lives of people generally, for example:
Charities
• On a nationwide basis, Greggs is a member of the "Per Cent" Club and made
charitable donations of £379,000 in 2002, the bulk of which was directed through
Greggs Trust.
• Greggs Trust is a registered charity, founded by Ian Gregg in 1987. Its main objective
is the alleviation of the effects of poverty and social deprivation in the areas where the
Company trades. Its income in 2002 was £635,000, derived partly from the Greggs
plc donation, staff fund-raising initiatives, (many staff fund raising activities, such as
Bakery open days, direct the proceeds to Greggs Trust), and donations received from
employees under Give As You Earn (the Company’s Payroll Giving Scheme).
The balance was received in the form of donations from major shareholders and
income from investments (including shares in Greggs plc) held by the Trust. Funds are
distributed by the Trustees and via the 13 staff Charity Committees operating across
the country, offering support to good causes within our trading areas.
• The Greggs Breakfast Club scheme is designed to get children in selected primary
schools off to a better start by providing them with free breakfasts. Greggs funds all of
the food, including providing fresh bread from the local Greggs shop, together with
the necessary equipment. Under the now well established model, Greggs staff work
with school teachers to encourage parents, grandparents and others to run the clubs,
including serving the breakfasts, thereby helping them to help others in their own
communities. There are already over 40 Greggs Breakfast Clubs and it is intended
that this will increase over time. The concept has been validated by external
independent research, which has shown that breakfast club attendance encourages
children to get to school on time and increases attentiveness in class.
Statement of Intent
Greggs plc has identified the key environmental impacts of its activities. We are committed
to an ongoing programme of continual reduction of any adverse impacts and prevention of
pollution consistent with our long term business objectives. In support of this policy the
Company intends that it will:
• Develop and implement a recognised Environmental Management System (EMS).
• Comply with all relevant environmental legislation, regulation and other requirements
applicable to the Company or to which the Company subscribes.
• Endeavour to reduce waste at source via the efficient use of resources and encourage
re-use and recycling of wastes.
• Work towards increasing energy efficiency at all its sites.
• Monitor and aim to improve the performance of vehicles owned by Greggs plc.
• Work towards ensuring that policies and procedures are in place so that accidents and
incidents with potential adverse environmental impact are controlled as far as is
reasonably practicable.
• Progressively make employees aware of the environmental issues relevant to their role
within Greggs plc.
• Take into account the adverse impact on the environment of any capital expenditure
project.
In order to manage these commitments the Company intends to set appropriate
objectives and targets, which will be monitored and reviewed regularly.
43
GREGGS PLC ANNUAL REPORT AND ACCOUNTS 2002
10 YEAR HISTORY
Turnover (£'000)
Profit on ordinary
activities before
taxation (£’000)
Shareholders’ funds
(£'000)
Earnings per share
(pence)
Adjusted earnings per share
(pence)
Dividend per share
(pence)
Cash generated
by operations (£'000)
(before dividends, tax and
capital expenditure)
Capital expenditure
(£'000)
Acquisition of Baker's Oven
(£'000)
Number of shops in
operation at year end
1993
1994
1995
1996
1997
1998
1999
2000
2001
2002
110,426
167,851
219,514
238,465
265,941
291,420
308,678
339,008
377,556
422,600
9,019
12,017
13,056
15,673
18,035
20,214
21,520
26,356
32,742
36,666
30,475
36,591
41,219
48,107
58,384
69,585
80,896
88,169
103,554
119,965
53.0
71.0
79.0
95.8
121.1
122.8
135.1
162.3
190.2
205.5
53.0
71.0
79.0
95.8
111.2
122.8
135.1
162.3
190.2
205.5
18.0
23.0
26.0
32.0
37.0
41.0
45.0
55.0
65.0
72.5
14,670
25,251
20,838
24,955
30,408
34,902
34,526
43,431
50,418
55,555
5,643
15,008
11,931
15,669
24,364
26,204
22,403
21,397
27,385
42,143
-
19,547
-
-
-
-
-
-
-
-
499
930
967
1,032
1,057
1,072
1,084
1,105
1,144
1,202
DIRECTORS
Derek Netherton (Non-executive chairman)†ø
Mike Darrington FCA (Managing)ø
Malcolm Simpson FCA (Financial)
Ian Gregg OBE (Non-executive)†
Steven Curran FCCA (Non-executive)*†
Sonia Elkin OBE (Non-executive)*†ø
Susan Johnson OBE (Non-executive)*
*Member of Audit Committee
†Member of Remuneration Committee
øMember of Nominations Committee
SECRETARY AND REGISTERED OFFICE
Andrew John Davison, Solicitor
Fernwood House
Clayton Road
Jesmond
Newcastle upon Tyne
NE2 1TL
44
Bankers
National Westminster Bank Plc
149 High Street
Gosforth
Newcastle upon Tyne
NE3 1HA
Merchant Bankers
SG Hambros
Corporate Finance Advisory
41 Tower Hill
London
EC3N 4SG
Auditors
KPMG Audit Plc
Quayside House
110 Quayside
Stockbrokers
UBS Warburg
1 Finsbury Avenue
London EC2M 2PA
Brewin Dolphin Securities Ltd
Commercial Union House
39 Pilgrim Street
Newcastle upon Tyne NE1 6RQ
Solicitors
Eversheds
Central Square South
Orchard Street
Newcastle upon Tyne NE1 3XX
Registrars
Capita Registrars
The Registry
Newcastle upon Tyne
34 Beckenham Road
NE1 3DX
Beckenham Kent BR3 4TU
GREGGS PLC ANNUAL REPORT AND ACCOUNTS 2002
GREGGS PLC ANNUAL REPORT AND ACCOUNTS 2002
NATIONWIDE COVERAGE
MISSION, VISION AND VALUES
C O N T E N T S
Our Business. Greggs plc is the UK’s leading retailer specialising in sandwiches,
savouries and other bakery-related products, with a particular focus on takeaway food and
catering. We continue to show significant growth and now have over 1,200 retail outlets,
trading under the Greggs and Bakers Oven brands.
Our Vision and Purpose. Our vision is to be Europe’s finest bakery-related retailer.
Our purpose is the growth and development of a thriving business, operating with integrity,
for the benefit and enjoyment of our people, customers and shareholders alike.
Our Strategy. Our people will be enabled, within overall guidance from the centre,
1
2
6
FINANCIAL REVIEW
CHAIRMAN’S STATEMENT
MANAGING DIRECTOR’S REPORT
12 DIRECTORS’ REPORT
14
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
15
REPORT OF THE INDEPENDENT AUDITORS
16 GROUP PROFIT & LOSS ACCOUNT
to work towards the successful attainment of world-class standards. To achieve this, the
17 GROUP BALANCE SHEET
focus will be on:
18
PARENT COMPANY BALANCE SHEET
A Great Place to Work: we will place major emphasis on promoting a culture
19 GROUP CASH FLOW STATEMENT
that encourages personal development, leadership qualities and creativity.
Enjoyable Experience: we will deliver customer satisfaction by offering great-
tasting food at unbeatable value to the highest standards of food safety.
20
ACCOUNTING POLICIES
22 NOTES TO THE ACCOUNTS
This will be achieved from shops that provide friendly and efficient service in
35 DIRECTORS’ REMUNERATION REPORT
attractive surroundings.
Business Excellence: our people will seek continuous improvement in their areas
of responsibility, enabling them to make a real and lasting contribution to the
objectives of the company.
40 CORPORATE GOVERNANCE
43 CORPORATE SOCIAL RESPONSIBILITY
44
TEN YEAR HISTORY
Challenging Targets: we will strive to achieve a turnover of £1 billion by 2010
44 DIRECTORS & ADVISERS
through continued core growth and the acquisition of new units, taking us to
45
SHOP ALLOCATION
over 1,700 shops.
Caring for the Community: our emphasis on social responsibility will encourage
even greater involvement in local charity activities and social projects, and a
strengthened focus on protecting the environment.
Our Values. As a people-focused business, we aim to be enthusiastic and supportive
in all that we do, open, honest and appreciative, and to treat everyone with fairness,
consideration and respect.
G R E G G S
S H O P N U M B E R S
Scotland
Gosforth
Cumbria
Yorkshire
North West
Midlands
Treforest
South East
TOTAL
2 0 0 2
125
112
51
112
125
129
91
228
973
2 0 0 1
118
112
50
102
120
119
81
203
905
B A K E R S OV E N
S H O P N U M B E R S
Scotland
North
Midlands
South
TOTAL
TOTAL GROUP
2 0 0 2
32
49
85
63
229
2 0 0 2
1,202
2 0 0 1
33
51
88
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The taste of the
nation
Fernwood House, Clayton Road, Jesmond, Newcastle upon Tyne NE2 1TL.
www.greggs.co.uk
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