Greggs plc Annual Report and Accounts 2019
Sharing a
great tasting,
record breaking,
award winning year
T H E N A T I O N ’ S
T H E N A T I O N ’ S
F A V O U R I T E
F A V O U R I T E
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shop
Customer numbers
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2019 will be a year to remember
for Greggs
Boris Johnson declared he was a fan
of our sausage rolls. Piers Morgan
called us “PC-ravaged clowns”.
Lewis Capaldi sang about his
undying love for Greggs. It all added
up to making us one of the most
talked about and admired brands
in the UK, which helped to make 2019
a record breaking year in many ways.
It saw us open our 2,000th shop, come
close to completing our manufacturing
investment programme, commission
a shiny new Distribution Centre in
Amesbury and (perhaps somewhat
surprisingly), it was one that saw us
become the champion of vegans and
flexitarians everywhere.
Although we’ve been serving more
and more customers in recent years,
thanks to the delivery of our business
plan, it was our award winning Vegan
Sausage Roll that got people thinking
differently about Greggs.
Contents
Strategic Report
Highlights
Business model and strategy
Chairman’s statement
Chief Executive’s report
Financial review
Directors’ Report
Board of Directors and Secretary
Governance report
Directors’ report
Audit Committee report
1
2
4
6
18
Directors’ remuneration report
Financial key performance indicators 24
Non-financial key performance
indicators
Risk management
Viability statement
Principal risks and uncertainties
26
28
29
30
Statement of Directors’
responsibilities
Accounts
Independent auditor’s report
Consolidated income statement
Consolidated statement of
comprehensive income
Balance sheets
Statements of changes in equity
Statements of cashflows
Notes to the consolidated accounts
Ten-year history
Financial calendar
Secretary and advisers
34
36
44
48
56
85
86
94
94
95
96
98
99
132
IBC
IBC
Cheers to
a record
breaking year
Since 1939 we’ve been on a roll making great tasting food,
people smile and life taste better.
In 2019 we turned 80 years young and celebrated in style.
An all-time record number of customers enjoyed, on average,
18 million products from our ovens and shelves every week.
Sales and profits broke all records, which meant we could pass
on some celebratory goodies to our biggest supporters.
Shareholders received
record returns, thanks
to a special dividend and
an impressive share price
The Greggs Foundation received
their biggest donation from
Company profits yet
Greggs colleagues earned
a record piece of the profit
share pie – and a surprise
thank you payment for
delivering our best year yet
And the
winner is…
The greatest accolade is when customers come back time and
time again. But everyone likes to be recognised for a job well
done. In 2019, we were honoured to receive lots of awards, mainly
because they’re a wonderful tribute to our hard working, brilliant
people. In December came the cherry on our Belgian Bun, when
we were voted Britain’s Most Admired Company1 by our industry
peers. Here’s a few of our other favourites:
Brand of the Year:
Marketing Week Marketing
Masters Awards
Innovative Company of the Year:
City AM Awards
Food to Go Operator of the Year:
IGD Awards
Making a Difference Award:
North East Children’s Cancer
Research Foundation’s
40th Anniversary Awards
Product Launch of the Year:
PETA Vegan Food Awards
1 Echo Research; Management Today Awards.
So much
more than
sausage rolls
We’ve come a long way since we started out 80 years ago, and
it’s time for us to celebrate who we are today – a modern food-
on-the-go brand that stands for so much more than sausage rolls.
While they will always be our best seller, we’re well on our way
to becoming the customers’ favourite for food-on-the-go across
the board, and here's the stats to prove it:
No.1 for sausage rolls
(both meat1 and vegan2)
and sandwiches3
No.2 for breakfast3
and lunch3
No.3 for coffee3
1 Source: Nielsen 2019
2 Source: NPD SnapMyEats 2019
3 Source: NPD Crest 2019
Celebrating
20 years of
Breakfast Clubs
For various reasons a lot of kids don’t get the right start to the day,
which is why we created our Breakfast Clubs back in 1999.
Over the last 20 years the programme has gone from strength
to strength, thanks to magnificent fundraising efforts by Greggs
colleagues, and the financial support of our partners:
Today there are 537 Breakfast
Clubs, serving wholesome, free
breakfasts to 36,000 children
every school day
In 2019, we donated 376,945
loaves of bread, helping to serve
over seven million breakfasts
2,000 shops
and counting
In August 2019 we reached a major milestone when we unwrapped
our 2,000th shop. The location is a multi-million pound transport
interchange in South Shields – which is fitting considering the
North East is where we started our journey 80 years ago. It’s also
a great example of how we're taking Greggs to where our customers
are and want us to be.
Manufacturing
quality in serious
quantity
With our latest Manufacturing Centres of Excellence created
in Enfield, Glasgow and Treforest, our teams have met a hungry rise
in demand, while also settling into their new centralised patterns.
Quality and consistency of product standards have never been
higher – and as for volumes, it’s been a record-breaking year across
all of our sites:
In 2019 Balliol in Newcastle
made 37 million more savouries,
compared to 2018
Manchester made
8.5 million more pizzas
Enfield made over
40 million bread rolls
Gosforth made an average
of 1.76 million doughnuts
per week
Leeds made over
14.5 million cream cakes
Glasgow made over 30 million
yum yums, big and small
Tackling health
Tackling Health started out as a local programme, delivered in just
15 of our Breakfast Club schools in the North East with Newcastle
Falcons. Today it is a nationwide project supported by Public
Health England, which thanks to the support of Premiership Rugby,
is encouraging thousands of children from our Breakfast Clubs to
make healthier food choices, and to get active through playing tag
rugby, with promising results:
During the 2018-19 season
Tackling Health was delivered
to nearly 15,000 children
up and down the country
94% of children surveyed
now want to take part in
more sport or activity
53% of children surveyed
now eat five or more pieces
of fruit and vegetables
a day, compared to 36%
at the beginning
Building our
future together
“One thing is certain: Our success is largely
due to the wonderful people who have
worked for Greggs over the years.”
Ian Gregg, Bread
Founded on simple, old-fashioned values that reflect family
traditions, our culture is best described as “the way our colleagues
feel about working for Greggs”. Considering they typically stay
with us for an average of at least six years, we must be doing
something right.
Following a period of significant change we’ve spent the last couple
of years talking and listening to colleagues, inviting them to reflect
on our culture. Together we concluded that our culture is alive and
thriving, and while our business has changed a lot in recent years,
we will never lose sight of what “Being Greggs means”…
Read more on page 37
Introducing The
Greggs Pledge
Greggs best kept secret is not the recipe for our iconic sausage roll, but our
commitment to doing the right thing. We have so much to be proud of, but
a climate emergency has been declared and we feel there is more we can
and should do to recognise that fact.
This has led to the launch of The Greggs Pledge – our vision for how we will
continue to offer great tasting, freshly prepared food at affordable prices,
while being a responsible business. One that customers can trust to do the
right thing on their behalf, and the planet's too.
Find out more about The Greggs Pledge on page 14
Next
Generation
Greggs
While we’ve come a long way over the last seven years, we’d like
to think the best is yet to come. Having centralised Greggs systems
and platforms we’ve only just reached the start line. The business
is in great shape and ready to launch the most exciting phase of
our strategy: Next Generation Greggs.
Our vision is to make Greggs even more accessible by building
a seamlessly-connected, data-driven, multi-channel experience
where customers can choose where, when and how they shop
with us. Building this vision means we will have to take our business
to a higher level in all areas – who said you can’t teach an old dog
new tricks!
Highlights
Find out more…
Underlying excluding
exceptional items
(see Note 4 on page 111)
Total including
exceptional items
Total sales
£1,167.9m
+13.5%
2018: £1,029.3m
£1,167.9m
+13.5%
2018: £1,029.3m
Company-managed shop like-for-like (LFL) sales growth
9.2%
2018: 2.9%
Pre-tax profit
9.2%
2018: 2.9%
£114.2m
+27.2%
2018: £89.8m
£108.3m
+31.1%
2018: £82.6m
Diluted EPS
89.7p
2018: 70.3p
Ordinary dividend
44.9p
2018: 35.7p
85.0p
2018: 64.5p
44.9p
2018: 35.7p
Notional return on capital employed
33.6%
2018: 27.4%
32.0%
2018: 25.2%
Progress in
delivering
our strategy
Read more on page 7
Our business
performance
Read more on page 6
Financial
performance
Read more on page 18
Corporate
governance
Detailed calculations of Alternative Performance Measures, not otherwise shown
in the income statement and related notes, are detailed on pages 132 and 133.
Read more on page 36
Greggs plc Annual Report and Accounts 2019
1
AccountsDirectors’ ReportStrategic Report
Business model and strategy
What we do
We are a modern food-on-the-go retailer that sells millions of sausage rolls every week (and lots of other great products too)
Manufacturing
Delivery
Shops
People
We make great tasting,
freshly prepared
food, that customers
can trust, in our
own bakeries
We move our products
from our bakeries to our
shops ourselves, which helps
us to keep our prices
as low as possible
We now have 2,050 modern
shops across the UK,
located where our customers
are, and want us to be
We have 25,000 amazing
people, working together
to provide our customers
with the best experience,
day in, day out
What makes us different
We are a much-loved and trusted brand that has been making life taste better for our customers, in many ways, for over 80 years
Purpose
Quality
Convenience
Value
Service
To make good, freshly
prepared food
accessible to
everyone
We want our products
to be the best
they can be
We want to be able
to serve customers
wherever, whenever and
however they choose
We offer great value
in an extremely
competitive
market place
How we do it
41% of our shops are
located outside
traditional shopping
locations
We are rolling out
delivery services across
the country, exclusively
with Just Eat
Our 537 Breakfast
Clubs serve
wholesome free
breakfasts to
36,000 children every
school day
1,700 organisations
regularly collect
unsold food from our
shops and bakeries
and distribute it to
people who need it
We care about where our
ingredients come from
and maintained ‘Tier 2’
status on the Business
Benchmark on Farm
Animal Welfare, for the
4th year running
Our manufacturing
investment programme
has taken product quality
and consistency
to new levels
Our breakfast deal
is one of the
most competitive
available, and we
are recognised as
Britain’s favourite
for bacon rolls
Our sandwich deal
and afternoon
pizza + drink offer
help us to deliver
great value across
the day
We provide
customers with fast
and friendly service,
fixing issues without
a fuss and rewarding
them for their loyalty
We serve over
6.5m customers
every week
Greggs Rewards
customers now
account for over
2% of sales
2
Greggs plc Annual Report and Accounts 2019
Strategic pillars
Best customer
experience
Fast and friendly service is a key reason why
customers choose Greggs. Great service is
not an easy thing to deliver under pressure,
and our shop teams do an amazing job.
Great tasting,
freshly prepared food
You cannot beat freshly baked, freshly
prepared food. Couple this with our great
tasting flavours, wholesome ingredients,
consistent quality and outstanding value,
and this is how to do food-on-the-go.
Competitive
supply chain
By owning our own supply chain, we can
make great tasting, freshly prepared food
affordable for everyone.
First class
support teams
We’ve invested heavily in leading-edge
systems. They equip our support teams to
provide the best service to their colleagues
and, ultimately, our customers.
Having a
positive impact
Behind the golden puff pastry and
freshly made sandwiches we’ve
always been committed to doing
the right thing.
Way back in the sixties we started
with our free pie ‘n‘ peas suppers
for older residents in Gateshead.
Today that spirit of having a positive
impact is alive and well at Greggs
in many different ways – whether
that’s for our local communities,
teams, customers, shareholders
or suppliers.
– Fair to the planet
We continue to hold the Carbon
Trust Standard. In 2019 we achieved
a 17 per cent reduction in intensity
by increasing efficiencies across
our operations.
– Fair shares
Since the 1980s we have shared
10% of our profits with the
people who delivered them:
our employees. In 2020, this
means there is a record pot of
£12.8 million to divvy up, along
with an additional £7 million
‘special thank you‘ payment for
delivering our best year yet.
Greggs plc Annual Report and Accounts 2019
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AccountsDirectors’ ReportStrategic Report
Chairman’s statement
A long-standing
record of
running the
business in the
right way for
the long term
4
Greggs plc Annual Report and Accounts 2019
Greggs exceptional
performance in 2019
comes after a multi-year
programme of change
and improvement. More
customers are recognising
the benefits of this and
are shopping with us
in increasing numbers.
Our colleagues have shown the resilience and
versatility necessary to deliver transformational
change across the business, and this has now
set us up for the next phase of growth. We will
embrace the opportunities this presents whilst
continuing to run the business in a responsible
manner, such that we deliver sustainable long-term
growth for the benefit of all stakeholders.
Overview
Greggs delivered a record performance in 2019.
We started the year with very strong growth
in customer visits and sustained these higher
customer numbers throughout the year,
demonstrating that increased awareness of what
Greggs has to offer has translated into customer
loyalty. Cash generation has been very strong,
allowing us to self-fund the significant investment
programme that will enable further growth, whilst
also increasing shareholder and other stakeholder
returns. Given the crucial role that our colleagues
have played in this success it is entirely appropriate
that we have been able to reward them for an
exceptional performance whilst still enhancing
returns to shareholders.
Our people and values
Greggs vertically-integrated operating model
gives us the control and flexibility that are key to
our commercial success. Our people produce great
products, take care in transporting them, and deliver
outstanding service in our shops and support
operations. The culture of the business, and the
willingness of our teams to work together to deliver
an exceptional experience for customers, has always
been at the heart of Greggs success. The Board
recognises this and takes great care to ensure that
decisions it makes are consistent with the Company’s
long-term objectives and its values. The recent
44.9
pence, total
ordinary dividend
for the year, an
increase of 25.8%.
re-launch of the Company’s ‘Culture Statement’,
after extensive consultation with staff, is outlined
in the governance section of this report. This is
a good example of the importance we place on
the cultural underpinnings of the business; a key
element in being able to deliver our strategy.
Behind the scenes at Greggs significant
programmes of change have been delivered and
continue to be undertaken. These have affected
the roles of many of our people and I have huge
admiration for the manner in which our 25,000
colleagues have dealt with this while, at the same
time, delivering a record performance. I would like
to record my personal thanks to them all on behalf
of the Company and its shareholders.
The Board
In 2019 we welcomed Kate Ferry, CFO of TalkTalk,
to the Board as a Non-Executive Director,
succeeding Allison Kirkby as Audit Committee
Chair. This was part of an ongoing succession plan
for the Board that aims to deliver continuity and
maintain a broad range of talents and experience
that reflect the needs of the business. As part of
this planning process, upon re-election as Directors
at the AGM, Helena Ganczakowski will take on the
role of chairing the Remuneration Committee from
Sandra Turner, who will continue to act as Senior
Independent Director, and Peter McPhillips will
become our designated Non-Executive Director
in relation to engagement with colleagues.
During the year the Board continued to oversee
the major investments being made in our internal
supply chain and core systems infrastructure, but
increasingly turned its attention to the manner in
which these platforms can be used to meet changing
consumer needs in a digital age. Understanding
these trends, and the consumer insights that explain
the very strong growth in Company sales in the year,
has been important as we shape future plans.
As you will see from the governance section on
pages 36 to 47, the Board continues to make a
significant effort to listen to the views of employees.
This helps to ensure that Non-Executive Directors’
contributions to Board discussions are well informed,
supporting open and constructive dialogue with the
management team.
Risk management continues to be an important area
of focus for the Board. In 2019 the Board spent a
significant amount of time examining the Company’s
approach to the management of allergens and its
preparedness for the various scenarios relating to
the UK’s exit from the European Union.
Further details of the Board’s work are included in the
governance and committee sections of this report.
Dividend
Our dividend policy targets a progressive ordinary
dividend, normally two times covered by earnings, with
further surplus cash being returned to shareholders
as appropriate. This was the case in 2019 when we
were able to return £35.5 million of surplus cash
by way of a special dividend. Our Finance Director,
Richard Hutton, outlines the expected application
of the distribution policy in more detail in the
financial review on pages 18 to 22.
In line with its progressive ordinary dividend policy,
the Board intends to recommend at the Annual
General Meeting a final dividend of 33.0 pence
per share (2018: 25.0 pence), giving a total ordinary
dividend for the year of 44.9 pence (2018: 35.7 pence),
an increase of 25.8 per cent.
Looking ahead
Notwithstanding the tough conditions that continue
to affect the UK retail sector, and uncertainties that
remain in the global economy such as the potential
impact of Coronavirus, Greggs has made a strong
start to the new year, attracting more customer
visits as consumers become increasingly aware of
the breadth, quality and value of our offer. We have
invested in the infrastructure to compete in the
growing UK food-on-the-go market and see great
opportunities ahead as we embrace new channels
that will extend our reach.
The relationship between business and society
has been a matter of public debate recently, and
we recognise that Greggs has a part to play by
approaching business in the responsible manner
it has become known for. ‘The Greggs Pledge’ is
our vision of how we will continue to play our part
and ensure that customers can trust us to act
responsibly on their behalf. This continues a
long-standing record of running the business in
the right way for the long term and, I believe, will
maintain our competitiveness for the future as it
has done in the past.
With a strong balance sheet and cash flow, a clear
strategy, dedicated and motivated employees and
positive trading momentum we are looking ahead at
future challenges and opportunities with confidence.
Ian Durant
Chairman
3 March 2020
Greggs plc Annual Report and Accounts 2019
5
AccountsDirectors’ ReportStrategic Report Chief Executive’s report
Looking
ahead
to the
future
6
Greggs plc Annual Report and Accounts 2019
2019 was an exceptional
year of progress for
Greggs, during which we
experienced a sustained
increase in customer visits
as increased awareness and
appreciation of our brand
gathered momentum.
Our exceptional performance was founded on the
transformational changes that we have made across
our multi-year strategic investment programme
to focus on growth in the food-on-the-go market.
Customer visits began to build during 2018 and
then stepped up again, with the successful launch
of our new vegan product lines in January 2019
receiving widespread media coverage. As a team
we were particularly proud to see the progress
made as Greggs received recognition in several
industry awards, including ‘Britain's Most Admired
Company 2019’ in the Management Today awards.
In 2019 we continued to make good progress
with the remaining elements of our business
transformation programme, whilst starting to
invest in the new areas that will provide growth
opportunities in the years ahead. The business
remains highly cash-generative and has been able
to self-fund investment whilst also making a special
dividend payment to shareholders and a one-off
£300 ‘thank you’ to our colleagues in January 2020.
In addition, I am delighted to announce another
record annual profit share payment of £12.8 million,
which will benefit all qualifying employees.
As we approach the end of this transformational
phase in our strategic roadmap we can look
forward with confidence to the next stage in our
journey as we build on this platform with the launch
of our ‘Next Generation Greggs’ programme aimed
at increasing customer loyalty, choice and access to
Greggs across multiple channels at all times of day.
£300
‘thank you’
payment for each
of our 25,000
colleagues.
Financial performance
Total sales grew 13.5 per cent to £1,167.9 million
in 2019. Within this, Company-managed shop
like-for-like sales (defined on page 132) grew
by a record 9.2 per cent.
Despite significant increases in wage and
pension costs the strong sales growth in 2019
converted to improved profitability, which has
allowed us to accelerate investment in initiatives
that will benefit future periods. Underlying
pre-tax profit, excluding exceptional items,
grew by 27.2 per cent to £114.2 million (2018:
£89.8 million). Including exceptional items,
pre-tax profit grew to £108.3 million.
Market background
Market conditions for general retail remain
very challenging, with rising costs and fragile
consumer confidence combining with a
continued shift to online shopping, resulting
in downward pressure on high street footfall.
In contrast the food-on-the-go sector, estimated
at £24 billion and increasing by 3.7% in 2019
(source: NPD Crest FY2019), is benefiting from
high employment levels and growth in consumers’
disposable incomes. This has supported
continuing growth in customer demand for the
convenience of ‘food for now’ rather than ‘food
for later’. Weather patterns in 2019 were also
more consistent than had been the case in 2018.
Greggs continues to reach further into the
food-on-the-go sector with more exposure
to workplace and travel locations, and less
dependence on shopping catchments. We
have also continued to diversify and increase
resilience by extending early trading for
breakfast and broadening our appeal by
developing our reputation across food and
drink categories complementary to our
traditional bakery range.
Our success in growing customer numbers
over the past six years has been almost entirely
driven by one channel to market – ‘walk in’
customers seeking food and drink from a
conveniently located shop. We estimate that
this single channel approach has enabled us to
obtain circa five per cent share of the food-on-
the-go market, leaving us with considerable
scope for market share gain as we invest
in increasing customer loyalty, choice and
multichannel access to Greggs wherever,
whenever and however consumers choose.
Delivering our strategy
Greggs draws on its heritage in fresh bakery to
compete successfully in the food-on-the-go
market. Our purpose is to make good, freshly
prepared food accessible to everyone with
the aim of becoming the customers’ favourite
for food-on-the-go. We are also committed to
conducting our business in a responsible manner
and, in doing so, having a positive impact on
people’s lives.
Our strategic roadmap describes our journey from
a national bakery brand where the majority of shops
were in high street locations to a leading food-on-
the-go retailer operating across diversified
locations and dayparts, with a modernised supply
chain and technology infrastructure.
We have made great progress towards these aims.
The reappraisal of Greggs as a food-on-the-go
brand is reflected in consumer ratings, with
strong increases in the rate of ‘consideration’, and
‘purchase intent’ over the last three years (source:
YouGov BrandIndex). Alongside our market-
leading position in traditional bakery we are now
number one for sandwiches, number two for
breakfast and lunch, and third in the UK out-of-
home coffee market (source: NPD Crest, share of
visits, FY2019). Whilst sausage rolls remain our
signature product our appeal extends well beyond
this, with a breadth of range offering hot and cold
food and drink options for all times of the day.
The transformation programme that supports our
future plans is nearing completion and will deliver
the technological platform to manage a modern
food-on-the-go business, along with capacity
in our supply chain to support our medium-term
growth plans. Having this platform puts us in
a position to start to extend our service to
customers looking for something more than
our core ‘grab-and-go’ offer.
The next stage of this journey will see us continue
to grow the size and quality of the shop estate
to more than 2,500 shops whilst also adopting
a multichannel approach to increase customer
access to Greggs. Our strategic plan focuses on
four pillars, which have not changed; however
in this next stage the objective ‘Developing new
ways for customers to access our offer’ becomes
the key focus, with customer experience moving
to the fore.
Greggs plc Annual Report and Accounts 2019
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AccountsDirectors’ ReportStrategic Report Chief Executive’s report continued
1. Best customer experience
2,050
Shops trading at
the end of the year
Customer expectations are changing rapidly
in the food-on-the-go market, with digital
technology providing access to greater
convenience and better service.
In 2019 we trialled developments in digital loyalty,
‘click and collect’ options, home delivery and
bespoke ordering. All of these extend our appeal
beyond our core ‘grab-and-go’ service and
overcome customer obstacles to choosing Greggs
that will enable us to attract new visits and build
market share.
We have seen sufficiently encouraging results in
these stand-alone trials to embark on a strategic
programme of investment, which will bring these
channels together on an integrated platform
centred on our Greggs Rewards digital loyalty
scheme. Whilst this is in development we have
pressed ahead with the roll-out of our delivery
service in an exclusive partnership with Just Eat,
which will provide national coverage of major
cities this year.
In the ‘grab-and-go’ channel fast and friendly
service continues to be a key reason why customers
choose Greggs. Great service is not an easy thing
to deliver under pressure and our shop teams
do an amazing job. Our investments in process
and systems, together with the benefits of our
best-practice programme ‘The Greggs Way’, are
now being seen in speed of service, availability
and shop productivity. Further gains are available
in our shop operations as we benefit from process
improvement and standardisation. New channels
will require new solutions but the extent and
variety of our estate will allow us to match shop
to channel in order to best serve catchment areas
– not all shops will be required to offer a service
in all channels.
In addition to the development of these digital
channels we have also pushed ahead with
opportunities to grow demand for our existing offer
by trading later into the evening. Once again this
will not be appropriate for all shops but our trials
Next Generation Greggs:
Best customer experience
As digital technology sweeps through the food-on-the-go
market, making Greggs more accessible and providing the
best customer experience must take priority in the next
phase of our strategy.
With customer expectations rising we will work hard to become
a seamlessly connected, data driven, multi-channel brand that can
serve customers wherever, whenever and however they choose.
– Greggs Delivery will be rolled out across the UK in partnership
with Just Eat
– Greggs Rewards will become a single touchpoint for all of our
digital channels
– Click & Collect will help customers to jump the queue and
guarantee we have their favourite product waiting for them,
made the way they want it
8
Greggs plc Annual Report and Accounts 2019
have shown we can move forward in high customer
traffic locations. Delivery roll-out will also provide
further opportunities for shops to trade later.
Marketing has played a key role in driving brand
consideration with our team receiving widespread
recognition and winning Brand of the Year at the
Marketing Week Masters awards for the success
of our vegan product launch campaigns. We have
invested in our insight and digital marketing
capabilities to develop further the Greggs
Rewards app and put customer data at the
heart of our decision making and customer
communication strategy.
Our shops
Relocating and upgrading our shop estate to be
better suited to the food-on-the-go market has
been a crucial part of our strategic transformation.
We continue to see significant potential for further
growth in shop numbers as we target catchments
where Greggs is still not available, as well as
optimising our existing estate footprint. Whilst our
supply chain plans are designed to build capacity
for 2,500 UK shops we see greater opportunity than
this and are bringing forward our plans to invest
in additional production capacity, particularly in
savouries, to meet increased demand and prepare
for the next phase of development of the business.
Convenience is the key consideration when
customers choose where to shop for food-on-the-
go. Being within easy reach for customers when they
need us is a prerequisite and we are working hard
to increase shop numbers in order to provide good
access as well as introducing a delivery service from
more of our locations. In 2019 we opened 138 new
shops (including 45 franchise units) and closed 41,
growing the estate to 2,050 shops trading as at
28 December 2019, 302 of which are franchised
shops operated by partners in travel and other
convenience locations. In August we celebrated
the landmark opening of our 2,000th shop at South
Shields interchange in South Tyneside.
We have a strong pipeline of new shop openings
for 2020 and expect to add around 100 net
new shops in the year, including around 40 with
franchise partners. We will continue to focus
on increasing our presence in travel, leisure and
work-centred catchments. As recognition of our
brand for food-on-the-go grows, new pipeline
opportunities are opening up, allowing us to
extend our reach further into locations such as
drive-thru, railway stations, airports and major
supermarkets. At the end of 2019, 41 per cent
of our shop estate was located in travel, leisure
and work-centred catchments and we expect
this proportion will continue to rise as we expand
and relocate our estate.
As we develop our reputation for coffee we are
pursuing an additional growth opportunity in
the provision of a fully-seated offer. We currently
have 160 shops offering a food-led coffee shop
experience with average sales in these units
significantly ahead of the Group average. With
falling costs of retail space we will be seeking to
extend and relocate shops in appropriate locations
to reach further into this part of the market.
The need to refurbish our shops continues to
be relatively modest thanks to the substantial
investments made to transform legacy bakery
shops to our food-on-the-go format. We completed
57 refurbishments and franchise partners refurbished
a further nine units. In the year ahead we expect
to complete the transformation of 90 remaining
bakery-format shops as we consider what level
of investment is needed to meet demand in new
channels before embarking on the next phase
of shop refurbishment.
“Eventually, there will be one shop which will have
a drive-thru lane, a queue of people who have
walked in as normal, a queue of people who
ordered on their phone and have come to collect,
and a queue of people with helmets on to pick up
deliveries. Some of our shops will have all those
queues happening at the same time and so we’ve
got to think about how we manage them all quickly,
seamlessly and with a smile. If we can do that,
we’ve got a winning formula.”
Roger Whiteside
Greggs plc Annual Report and Accounts 2019
9
AccountsDirectors’ ReportStrategic Report Chief Executive’s report continued
2. Great tasting freshly prepared food
No.1
Brand for
sandwiches
on-the-go
Greggs’ products are differentiated by the way
that we freshly prepare food each day in our
shops and offer outstanding value for good
quality, great tasting food-on-the-go.
Making good, freshly prepared food accessible
to everyone is embedded in our core purpose as
a brand. Our outstanding value meal deals set us
apart from the competition and have increased in
popularity as awareness of them grows. Quality is
the other essential ingredient, and over the years
we have developed a market-leading reputation
for bakery products adapted to food-on-the-go.
We own our supply chain and our transformational
investment programme is now delivering even
better, more consistent quality products at
outstanding value-for-money prices. At the same
time, we are building a reputation in new areas
that create more reasons to visit Greggs, meeting
food-on-the-go needs at all times of the day.
Bakery food-on-the-go
Bakery food-on-the-go remains at the core of
our offer and we have seen strong growth in this
area as we attract new customers and increase
visit frequency. Our mission here is to make these
products the best they can be from a quality and
nutritional perspective, whilst recognising they
must retain their essential taste characteristics.
Innovation in these categories, such as the
development of vegan versions of our best sellers,
has attracted new customers and driven broader
brand consideration.
Complementary categories
As our reputation as a food-on-the-go brand
grows, customers are increasingly willing to
consider us for other food and drink categories
which broaden our appeal throughout the day.
Even though they remain our signature item Greggs
is now so much more than just sausage rolls.
Last year we became the number one brand for
sandwiches-on-the-go and number three for coffee
(source: NPD Crest, share of visits, FY2019). The
combination of these strengths contributes to
our position as the number two brand for both
breakfast and lunch (source: NPD Crest).
Product innovation
Product development plays a key role in driving
quality, sustainability, menu variety and brand
appeal. Our programme of investment to centralise
bakery production enables us to move more quickly
to improve quality and reformulate products to
achieve sustainability objectives. An example of this in
2019 was our success in reducing the sugar content
of our sweet bakery range by 20 per cent, one year
ahead of the Public Health England target date.
The development of vegan options for customers
has been our most successful product initiative in
recent years. Customers are increasingly seeking
alternatives to meat and dairy, and we see further
opportunities to provide them with vegan-friendly
versions of our best-selling lines such as our vegan
steak bake and vegan doughnut that were launched
in January 2020.
Further opportunities exist to grow our offer in
coffee and hot drinks as customers increasingly
expect the breadth of range offered by our
competitors. We are about to begin the next phase
of investment in coffee machines which will increase
our capability in these areas.
10
Greggs plc Annual Report and Accounts 2019
Hot food is another key area of opportunity and
we have invested in the roll-out of hot food
cabinets, extending our offer to 500 locations.
Hot and cold menu balance is a key attribute of
a resilient food-on-the-go model and enables us
to broaden our appeal at all times of day by adding
to our existing hot sandwich range and extending
meal deal options.
Healthy eating options also have a key role to play
in our strategy. We have examined the market and
determined that demand for healthy eating food
will not support a national chain of food-on-the-
go shops offering only these types of product.
Nevertheless, we want to encourage customers
to eat more healthily and we know that convenient
access is the key component in their decision-
making for food-on-the-go. We have, therefore,
committed to offering healthy food-on-the-go
options through our ‘Balanced Choice’ range,
alongside our traditional offer, so that our customers
have convenient access and full information to be
able to make balanced dietary choices on the go.
Customer food allergies are both a critical area
of risk concern and an opportunity to provide
better choice and service. Greggs joined others
in recommending to Government that food-on-
the-go providers should provide full labelling
on shop-produced sandwiches to make it easier
for customers to make informed choices. This
will require significant changes to our in-shop
sandwich-making processes and we are preparing
to trial our proposed solution in the first half of
2020. At the same time growth in demand for
products such as gluten-free and vegan will require
operational changes throughout our supply chain
and shop activities but will make it easier for the
growing number of customers making these
choices to shop with Greggs.
Next generation Greggs:
Great tasting, freshly prepared food
As a responsible retailer
we see bakery products as
savoury and sweet treats.
When customers fancy a treat
we want to make sure they
choose Greggs because, put
simply, we offer the best quality
at the best value.
– Building on the success of our
manufacturing investment
programme, to take product
quality and consistency to the
next level
We will therefore continue to
improve our product offer by:
– Taking the salt, fat, sugar and
calories as low as we can
– Achieving Tier 1 on the Business
Benchmark on Farm Animal
Welfare by 2025
We will also build on our
reputation for breakfast, coffee,
hot food and vegetarian/
vegan food, and continue to
encourage customers to make
healthier food choices by
giving them more Balanced
Choice options.
Making sure we have the
right menu across our range,
at all times of day, is key to
becoming the customers’
favourite for food-on-the-go.
20%
Reduction in sugar content achieved across
our sweet bakery range, one year ahead
of the Public Health England target date
Greggs plc Annual Report and Accounts 2019
11
AccountsDirectors’ ReportStrategic Report Chief Executive’s report continued
3. Competitive supply chain
2019 was another year of major change
and significant progress in our investment
programme to support shop growth by
increasing logistics capacity and consolidating
our manufacturing operations.
Once complete, in 2021, this will provide
capacity for around 2,500 shops and is already
delivering improvements to product quality
and competitiveness.
The larger elements of this programme delivered
in 2019 were:
– The opening of our new distribution centre
at Amesbury in Wiltshire.
– Development of our doughnut manufacturing
platform at our Gosforth Park bakery in
Newcastle upon Tyne to include topping
and filling of products.
– Successful commissioning of an automated
roll plant at our Enfield bakery.
– Creation of a vegan-friendly production facility
for doughnuts at our Treforest bakery.
efficiencies in our new centralised supply chain
structure. The first of these is the construction
of an automated frozen distribution facility at our
Balliol Park distribution centre in Newcastle, which
will increase productivity and reduce our reliance
on third-party providers. As our warehousing
operations become less dependent on in-time
production, further efficiency gains become
obtainable in our picking and logistics operation,
reducing space requirements and opening up
shop delivery windows.
Our original planning horizon had targeted supply
chain capacity for 2,500 shops; however the recent
step-up in sales of our savoury products will require
us to bring forward our longer-term plans to increase
capacity in our Balliol Park manufacturing facility.
This work will begin in 2020 with the introduction
of further automation on existing production lines
whilst we plan for the construction of an additional
line, which will occupy the space made available
once we replace the existing cold store.
In the year ahead we will embark on the final stage of
the investment plan, the conversion of our Birmingham
site to become a dedicated distribution centre.
As we approach completion of our supply chain
transformation programme new investment
opportunities are opening up to unlock further
Given the scale of change in 2019 I must take
this opportunity again to praise our supply chain
teams who have worked tirelessly to effect all
of this whilst maintaining full supplies to meet our
strongly increasing sales. Their efforts were justly
recognised in February when they were named
`Bakery Manufacturing Company of the Year’
at the Food Manufacturing Excellence Awards.
Next Generation Greggs:
Competitive supply chain
Becoming the customers’ favourite for food-on-the-go wouldn’t be
possible on the decentralised, traditional bakery model we were
running just seven years ago. And while our £100 million supply chain
investment programme will not fully complete until 2021, we can see
exciting opportunities to build capacity and introduce new efficient
ways of working. These include:
– Expanding the production capacity, and building a new 32-metre high robotic
freezer facility at our Savoury Centre of Excellence in Newcastle upon Tyne
– Changing the way we pick product to become more efficient
It’s not just front of house where the exciting opportunities exist.
12
Greggs plc Annual Report and Accounts 2019
4. First class support teams
Our investment programme to modernise
our core business processes and IT systems is
now close to completion, with SAP deployment
now in place in most areas of the business.
The remaining challenge is to complete the
roll-out of SAP to a number of our logistics
and manufacturing sites, which will complete
in 2021 alongside the conversion of our
Birmingham bakery.
In 2019 we made great progress with the migration
of the majority of our payroll processes to SAP
and the introduction of self-service functionality for
our people to manage aspects of their own data.
The SAP solution for supply chain was introduced
successfully at our new Amesbury distribution
site and at our Balliol Park manufacturing and
distribution site in Newcastle upon Tyne.
In the second half of the year we increased
investment to develop our digital capabilities
in preparation for the next phase of our strategic
journey – ‘Next Generation Greggs’ – developing
Greggs Rewards as our customer hub for
a multi-channel offer.
Next Generation Greggs:
First class support teams
As we complete the rollout of leading edge systems to our supply
chain, our first class support teams will turn their focus to the
development of a multi-channel digital blueprint, for both front
and back of shop.
This will enable us to serve customers wherever, whenever and
however they choose.
One example of this is our goal to develop an app that is a single
point of contact for customers to shop however they choose.
It will seamlessly integrate all of our digital capabilities: Greggs
Rewards, Click & Collect, Greggs Delivery and e-commerce.
It will also be a two-way information hub, allowing us to provide
information on allergens, our menu and shop locations, and the
customer can give feedback or reach customer care.
Greggs plc Annual Report and Accounts 2019
13
AccountsDirectors’ ReportStrategic Report Chief Executive’s report continued
5. Greggs and sustainability
Greggs has a long-standing tradition and
reputation as a socially responsible business
and we have always sought to conduct our
business in a way that has a positive impact
on people’s lives.
We are proud of our record but we also recognise
that customers are increasingly aware of the impact
of economic activity on society and the environment
and are becoming more demanding when making
consumption choices. We recognise that more
needs to be done to make business more
sustainable and that we must play our part and
show leadership in areas that really matter to our
customers. To that end we have engaged with
our employees to agree how we can raise our
ambitions, to move faster and reach further with
our own sustainability goals aligned to those
identified by the United Nations. The result of this
engagement exercise is ‘The Greggs Pledge’
programme, which will be set out in our first ever
Sustainability Report to be published this year.
Meanwhile, we have not stood still during 2019,
making good progress across our existing
sustainability objectives.
Next Generation Greggs: The Greggs Pledge
It’s our duty as a responsible business to stand for more
than just profit. The Greggs Pledge is about how we can do
more to help people, protect the planet, and work with our
partners to change the world for the better. Based on the
UN’s Sustainable Development Goals, The Greggs Pledge
commits us to achieving the following goals by 2025:
5.
6.
7.
8.
1.
2.
3.
4.
1,000 school Breakfast Clubs
50 community shops – a hub for surplus food redistribution and
community support
25% less packaging
500 eco-friendly shops
14
Greggs plc Annual Report and Accounts 2019
100% renewable energy
30% of our food offer will provide customers
with healthier choices
Food waste will be 25% lower than in 2018
A workforce that is truly representative
of the communities in which we operate
A brave new responsible sourcing strategy
9.
10. Tier 1 in the BBFAW Animal Welfare standard
To find out more about our 2020 objectives please visit
corporate.greggs.co.uk. Our 2020 Sustainability Report
will be available later in the year.
We aim to use energy efficiently
and minimise waste
Customer concern over the environmental impact
of the economy has grown, with the threat posed
by global warming ever present in the media.
Plastic in particular has become a key focus and we
have responded by reducing the use of single-use
plastic by 350 tonnes in 2019. We have done so
by replacing plastic bags with paper bags, plastic
cutlery with sustainable wooden cutlery, plastic
packaging with cardboard packaging, plastic
gift cards with paper-based cards and plastic
lifting sheets with reusable tongs. Not all these
alternatives perform as well as the plastic version,
but we ask our customers to tolerate some
inconvenience for the sake of the environment.
Coffee cups also remain a target for further
reduction and improved recycling. Our reusable
cup, which offers customers a 20 pence discount
on any hot drink, is increasingly popular and we are
working with industry peers to develop sector-wide
improvements in the way we manage coffee cup
usage and disposal.
We were also proud to partner with Refill UK,
becoming their largest partner to provide free
drinking water for the increasing number of
customers refilling their own bottles.
Most of our customers take their purchases away
with them and a minority do not dispose of their
waste packaging responsibly so we aim to play
our part by supporting national environmental
initiatives, including Keep Britain Tidy’s Great
British Spring Clean for the third year running.
We, like others, recognise the urgency needed
to address climate change. We continue to
hold the Carbon Trust Standard in recognition
of our work on carbon efficiencies and our
Environmental Management System is certificated
to ISO 14001:2015. We continue to trial technologies
and initiatives aimed at reducing our carbon footprint
in a bid to target a carbon-neutral impact, and
achieved a 17 per cent reduction in intensity in
2019. In addition, we now procure the majority
of our electricity requirements from renewable
schemes, helping us to achieve an overall reduction
in intensity of 63 per cent.
We encourage healthier
food-on-the-go choices
Obesity is another growing crisis in society that
we are determined to play our part in addressing.
In a world where our customers lead increasingly
busy lives, convenience often rules in their food
choices. Greggs exists to provide our customers
with convenient access to food and drink on the
go, and we want them to have product choices
and clear information to help them make good,
well-informed decisions. We provide calorie and
nutritional information for all our products either
on shelf or through our website and mobile
application. We were the first UK food-on-the-go
brand to introduce traffic light labelling on its
website and app and, in 2019, rolled it out to
our own-label crisps and drinks. Diabetes UK
highlighted Greggs as an example of good practice
as part of their Food Upfront Pledge, which we
engaged with.
Our ‘Balanced Choice’ range launched six years
ago offers products with fewer than 400 calories
and good nutritional content and because of our
wide distribution this has established itself as one
of the strongest selling ranges of lower calorie
food in the market. Whilst we remain committed
to selling our traditional bakery products, we have
worked hard over many years to make these
products the best they can be whilst remaining
true to their great tasting heritage.
We are active supporters of campaigns to promote
healthier eating, promoting the 400-600-600
campaign led by Public Health England and the
‘Pledge for Veg’ in partnership with the Food
Foundation. We were also proud supporters of
the British Nutrition Foundation’s ‘Healthy Eating
Week’, a campaign that encourages UK school
children and workplaces to focus on healthy eating
and drinking, and physical activity.
Finally, we have worked with the Greggs
Foundation to introduce primary school children
across the UK to good nutrition and sporting
activity through the ‘Tackling Health’ programme
in partnership with Premiership Rugby. Following
a successful first year, in which this initiative was
delivered to 15,000 children, 94 per cent of
those surveyed said they wanted to take part in
more sport or activity having taken part in the
programme, and 53 per cent now eat five or more
pieces of fruit and vegetables a day, compared
to 36 per cent at the beginning.
Greggs plc Annual Report and Accounts 2019
15
AccountsDirectors’ ReportStrategic Report Chief Executive’s report continued
We care about where our
ingredients come from
Customers are showing greater interest in where
their food comes from and we have continued to
improve our sourcing to meet these preferences.
All of the tea, coffee, hot chocolate, orange juice,
apple juice and bananas we sell are certified
Fairtrade and the premium paid for these products
over the last 15 years has enabled farmers to invest
£4.4 million into their farms and communities.
We source our ingredients from sustainable sources
and maintained a ‘Tier 2’ standing in the Business
Benchmark on Farm Animal Welfare for the
fourth year running. Greggs is one of only eight
companies to have moved up three tiers in the
BBFAW rankings since they were established in
2012, and we currently lead the restaurant and
bars sector.
In 2019 we became a member of the Roundtable
on Sustainable Palm Oil (RSPO). All of the palm oil
used in our products meets RSPO standards, and
has done since 2014.
We are proud to have held a Good Egg Award from
Compassion in World Farming since 2014 for using
free-range whole/shell eggs and are delighted to
confirm that from September 2019 all of our liquid
egg purchases now also come from eggs laid by
cage-free hens.
We share our success with
the community around us
Greggs is a national brand with a local culture.
Our teams take enormous pride in their connection
with, and support for, the local communities in
which we operate. Redistributing unsold food
is one way in which we can help, and by the end
of 2019 more than 1,700 organisations were
regularly collecting unsold food from our shops
and bakeries, however many charities do not have
the infrastructure and controls needed to manage
temperature-controlled foods safely. Therefore,
in 2019 we re-launched an initiative first conceived
by Greggs in the 1970s, to redistribute surplus food
ourselves through our own chain of ‘outlet shops’
sited in low income community locations. These
outlets sell safe second-day food at very low
clearance prices, and are proving very popular.
In the year ahead we plan to open several more
to add to our existing chain of ten.
16
Greggs plc Annual Report and Accounts 2019
Each year we donate at least one per cent of profits
to the Greggs Foundation and this, along with
support from our customers, colleagues and
partners, has enabled the charity to invest over
£3 million in 2019 in a wide range of initiatives that
improve the quality of life in our local communities.
These included the award-winning Greggs
Breakfast Club programme, which celebrated
its 20th anniversary in 2019. With support from
97 partners, this programme now provides over
36,000 free wholesome breakfasts every school
day to children in over 537 primary schools; that’s
seven million breakfasts across the school year.
We also fundraise for other charities that our
people and customers feel passionate about,
including the Poppy Appeal and of course our
long-standing support for BBC Children in Need,
where in 2019 we were delighted to hit the magic
£1 million mark for this great cause once again.
We are also proud supporters of the North of
England Children’s Cancer Research charity and
are the main sponsor of its annual Children’s
Cancer Run. Having supported the event since its
conception in 1982, we were delighted to accept
a ‘Lifetime Achievement Award’ at the charity’s
40th anniversary celebration.
We are committed to creating
a great place to work
Deeply embedded in the Greggs culture, and
a fundamental source of our enduring success as a
brand, is the way our colleagues feel about working
for Greggs. We have worked hard to preserve their
loyalty and affection whilst making transformational
changes to our business model in recent years. We
have engaged with our teams across the business
to reflect on what ‘being Greggs’ means and are
confident that our culture and values are alive and
thriving and as fit for purpose now as they have
ever been. Our Employee Opinion Survey provides
us with the best insight to understand employee
sentiment and the feedback remains at sector-
leading levels. Our engagement score for 2019
increased once more and now stands at 84 per cent.
Whilst we can be proud of our reputation as an
employer we recognise that we have room for
improvement, particularly in the area of diversity.
In this respect we are committed to making
improvements by challenging ourselves to meet
the criteria of the externally-accredited National
Equality Standard. One area of focus in recent
years has been our commitment to supporting
progression for women in management.
Our gender pay gap improved marginally in 2019
to 17.6 per cent, however this statistic is dominated
by the disproportionate number of women working
in our shops. Female representation on the Board
stands at 43 per cent, placing us 22nd in the FTSE
250 in the Hampton-Alexander report, but falls
to 22 per cent at Operating Board level. Our key
opportunity lies in supporting women to progress
their careers and to that end we have created a
women’s leadership development group to help
build a diverse pipeline for the future.
We recognise our responsibilities as a major
employer and seek to extend employment
opportunities for hard-to-reach people who find
it difficult to break out of unemployment through
our Fresh Start programme. One area where we
have been active for several years has been our
work with ex-offenders where we have provided
support in prisons and employed over 100 people
on release, many of whom have stayed and gone
on to progress with us.
Critical to our culture is recognition of our
colleagues as stakeholders in our business
alongside our shareholders. Employees are
encouraged to become shareholders through
share investment schemes, and around 3,500
choose to do so. We also have a long tradition
of sharing ten per cent of our profits with
employees each year and in March 2020 we will
be sharing another record £12.8 million with our
people as a result of our performance in 2019.
In addition, we were delighted to make a special
payment of £7 million as a one-off ‘thank you’
for their contribution to an exceptional
business performance.
Outlook for 2020
We made a very strong start to 2020 in January,
but have seen a significant impact on sales growth
as a result of the storms that have affected the
UK in February. Overall, in the nine weeks to
29 February 2020, Company-managed shop
like-for-like sales grew by 7.5 per cent, and total
sales were up 11.7 per cent. The flooding that
resulted from the storms temporarily closed our
supply site in Treforest, South Wales, and our teams
there and across the business have done a terrific
job in re-establishing operations.
As previously indicated, cost increases are likely to
present a stronger-than-normal headwind in 2020,
with wages and pork commodities driving cost
inflation. We intend to invest some of the margin
generated by our strong performance in 2019
to protect customers from these costs.
Demand for food-on-the-go continues to grow
and we are investing in opportunities to develop
further market share. Nevertheless, there is some
uncertainty in the outlook, particularly given the
potential impact of Coronavirus. This aside, we
expect to make year-on-year progress and will do
so from a strong financial position, supporting our
investment for further growth whilst also delivering
good returns for all stakeholders. Our expectations
for the year remain unchanged.
Roger Whiteside OBE
Chief Executive
3 March 2020
Greggs plc Annual Report and Accounts 2019
17
AccountsDirectors’ ReportStrategic Report Financial review
In a strong
financial
position
18
Greggs plc Annual Report and Accounts 2019
Greggs’ financial
performance in 2019
was record-breaking on
many fronts. These results
reflect the benefits of
our multi-year investment
programme and the
operational leverage
arising from very strong
sales growth.
The resulting cash generation has allowed
us to bring forward investment in the growth
opportunities that lie ahead whilst also
rewarding both employees and shareholders
with improved returns.
Revenue
Operating profit
(excluding exceptional
items and property
profits)
Property profits
Operating profit
(excluding exceptional
items)
Finance expense
Profit before taxation
(excluding exceptional
items)
Profit margin (excluding
exceptional items)
Exceptional items
Profit before taxation
2019
£m
IFRS 16 basis*
2018
£m
IAS 17 basis*
1,167.9
1,029.3
120.0
0.7
120.7
(6.5)
114.2
9.8%
(5.9)
108.3
89.1
0.7
89.8
(0.0)
89.8
8.7%
(7.2)
82.6
* 2019 results are presented following the adoption of IFRS 16
(lease accounting); 2018 figures are as previously reported
(i.e. not restated, see below for further details).
9.2%
growth in
like-for-like sales
Sales
Total Group sales for the 52 weeks ended
28 December 2019 were £1,167.9 million (2018:
£1,029.3 million), an increase of 13.5 per cent.
Sales in Company-managed shops with more
than one calendar year’s trading history (‘like-for-
like’) grew by 9.2 per cent to £987.8 million
(2018: £904.7 million).
Profit
Underlying profit before tax excluding exceptional
items was £114.2 million (2018: £89.8 million),
an increase of 27.2 per cent. This included
a £0.7 million contribution from property disposals
(2018: £0.7 million).
Including exceptional items, pre-tax profit was
£108.3 million (2018: £82.6 million).
Impact of IFRS 16 adoption
These are the first full-year results that the
Company has published since the adoption of
IFRS 16 (lease accounting). The balance sheet at
28 December 2019 now recognises ‘right-of-use
assets’ of £272.7 million and lease liabilities totalling
£275.7 million. In the income statement rent costs
have been replaced by a straight-line depreciation
charge of £50.8 million on right-of-use assets and
an interest charge of £6.6 million. As disclosed in
our 2018 annual report, we expected that the
adoption of IFRS 16 would increase reported
operating profit by £2.6 million but reduce full-year
profit before tax by £4.2 million in 2019, when
compared with the previous method of accounting
for leased assets. These results reflect this impact.
As a result of adoption of the ‘modified approach’
to transition, the 2018 comparative results have
not been restated.
Profit margin
Profit margin, including finance expenses but before
exceptional items, was 9.8 per cent (2018: 8.7 per
cent). Including exceptional items, the profit margin
was 9.3 per cent (2018: 8.0 per cent).
Gross margin before exceptional items increased
year-on-year to 64.7 per cent (2018: 63.7 per cent).
The improvement reflected the benefits of the
programme of investment in our internal
manufacturing operations, plus the impact of
strong volume growth in own-produced products.
Including exceptional items, gross margin was
64.2 per cent (2018: 63.1 per cent).
Distribution and selling costs reflected the
operational gearing inherent in our shop costs,
with the cost ratio improving to 49.0 per cent
(2018: 49.9 per cent). Although wage rates have
increased significantly property lease costs have
been more benign and the strong growth in
like-for-like sales has not been matched by
equivalent costs. Additionally, the adoption of IFRS
16 has reduced the ratio by 0.2 per cent. The
growth in the administrative expenses ratio to
5.3 per cent (2018: 5.1 per cent) reflected provision
for incentive costs associated with the Company’s
strong performance in the year.
In 2019 we continued to drive actions to make the
business simpler and more efficient, and in doing
so again partially mitigated the impact of cost
inflation on the business. In 2019 we delivered
savings of £9.9 million (2018: £7.4 million) through
procurement, waste reduction, and operational
efficiency initiatives. Wage cost inflation continued
to be a headwind and this will be the case again
in 2020 as we manage the impact of National
Living Wage increases. In addition, we have been
experiencing significant increases in the cost of
pork, a key ingredient for a number of our products.
This is likely to continue in the year ahead as global
markets react to constrained supply. In the year
ahead we expect wage and salary cost inflation of
around four per cent, whilst cost inflation on food
inputs could be in the region of seven per cent.
Exceptional items
Our major investment programme, designed
to reshape our internal supply chain for future
growth, commenced in 2016 and is on schedule to
complete in 2021. We expect the total exceptional
cash costs of this change programme, excluding
any associated property disposal gains, to be in the
region of £27.0 million, with a further £4.0 million
charge in respect of non-cash costs (accelerated
depreciation and asset write-offs). Total charges
so far amount to £28.7 million and we expect
a further £2.3 million charge across 2020/2021.
Activity in 2019 included further work on the
consolidation of doughnut manufacturing at
our Gosforth Park bakery in Newcastle upon
Tyne, roll production at our Enfield bakery and
the commissioning of a national facility for the
production of fresh cream products at our
Leeds bakery. The exceptional charge in relation
to this programme was £5.9 million in 2019
(2018: £5.9 million).
Greggs plc Annual Report and Accounts 2019
19
AccountsDirectors’ ReportStrategic Report Financing charges
There was a net financing expense of £6.5 million
in the year (2018: £0.0 million) reflecting the interest
charge on lease liabilities following the adoption
of IFRS 16 and the funding position of the defined
benefit pension scheme, offset by interest received
and exchange gains and losses. In the year ahead
we expect to incur a financing expense of around
£7.0 million relating to the interest charge on lease
liabilities and the small net liability of the pension
scheme at the start of the year.
Taxation
The Company has a simple corporate structure,
carries out its business entirely in the UK and
all taxes are paid there. We aim to act with
integrity and transparency in respect of our
taxation obligations.
Excluding the effect of exceptional items,
the Group’s underlying effective tax rate was
19.6 per cent (2018: 20.3 per cent). The overall tax
rate for the year including exceptional items was
19.7 per cent (2018: 20.4 per cent). The year-on-year
reduction in the effective rate primarily reflected
a relative reduction in the impact of disallowed
expenses as the Company generated higher levels
of profit.
We expect the effective rate for 2019 to be around
20.25 per cent and that the effective rate going
forward will be around 1.5 per cent above the
headline corporation tax rate. This is principally
because of disallowed expenditure such as
depreciation on non-tax-deductible qualifying
properties and costs of acquisition of new shops.
In 2020 the larger company payment regime for
UK Corporation Tax will change with the result that
instalments are effectively brought forward by six
months. The impact on cash flow for Greggs is
anticipated to be an additional outflow of around
£11.0 million in the first half of 2020.
Financial review continued
The total exceptional charge for the year was
£5.9 million (2018: £7.2 million), comprised
as follows:
27.2%
Increase in underlying
profit before tax
2019
£m
2018
£m
Supply chain restructuring:
– redundancy costs
provision/(release)
– transfer of operations
– property-related
Cash costs of supply chain
restructuring
– depreciation and asset
write-offs
Net supply chain
restructuring charge
GMP equalisation past
service costs
Release of prior years’
exceptional
– property-related
0.7
5.0
0.1
5.8
0.1
5.9
–
–
Total exceptional items
5.9
(0.2)
4.9
0.5
5.2
0.7
5.9
1.7
(0.4)
7.2
There were no exceptional property gains in the
year in respect of the supply chain restructuring
programme. Our vacant Twickenham site is under
contract for sale subject to certain conditions.
Should this progress to completion then any
resultant profit will be treated as an exceptional
gain. Proceeds to date from property disposals
associated with this programme have totalled
£1.5 million and we continue to expect the ultimate
total proceeds arising from site disposals to be
close to £20 million, in line with those anticipated
in our investment plan.
The Board considered the treatment of the
£7.0 million special ‘thank you’ payment to
employees and concluded that it should not
be classified as exceptional given its inherent
relationship to the strength of the underlying
result for the year. It is, however, one-off
in nature and not expected to be repeated.
In 2019 the total cash impact of exceptional items
was a net outflow of £9.1 million (2018: £9.0 million
cash outflow). We expect the 2020 cash outflow
in respect of exceptional items to be c.£3.0 million.
20
Greggs plc Annual Report and Accounts 2019
27.6%
Increase in diluted
earnings per
share excluding
exceptional items
Earnings per share
Diluted earnings per share before exceptional items
were 89.7 pence (2018: 70.3 pence), an increase
of 27.6 per cent. Basic earnings per share before
exceptional items were 91.0 pence (2018: 71.1
pence). Including exceptional items diluted
earnings per share were 85.0 pence (2018: 64.5
pence) and basic earnings per share were 86.2
pence (2018: 65.2 pence).
Dividend
The Board recommends a final ordinary dividend
of 33.0 pence per share (2018: 25.0 pence).
Together with the interim dividend of 11.9 pence
(2018: 10.7 pence) paid in October 2019, this makes
a total ordinary dividend for the year of 44.9 pence
(2018: 35.7 pence), an increase of 25.8 per cent.
This is in line with our progressive dividend policy
and is covered two times by diluted earnings per
share before exceptional items. In line with our
policy on special distributions, as outlined below
under ‘Cash flow and capital structure’, we paid
a special dividend of 35.0 pence in October 2019.
Subject to the approval of shareholders at the
Annual General Meeting, the final dividend will
be paid on 21 May 2020 to shareholders on the
register on 17 April 2020.
Balance sheet
Capital expenditure
We invested a total of £86.0 million (2018: £73.0
million) in capital expenditure during 2019. The
total included £36.0 million for development and
maintenance of our retail estate and £7.8 million
in respect of development and maintenance of
our IT infrastructure. Investment in our supply
chain totalled £42.2 million as we opened our
latest distribution centre at Amesbury in Wiltshire,
began investment in our new automated cold
store, and continued to consolidate our previously
decentralised regional bakery operations.
Depreciation and amortisation on property,
plant and equipment in the year was £59.9 million
(2018: £55.9 million). As noted above a further
£50.6 million (2018: £nil) of depreciation was
charged in respect of right-of-use assets as a
result of the adoption of IFRS 16 (lease accounting).
The investment for growth in our supply chain
capacity will continue in 2020 as we develop
the distribution capacity of our Treforest and
Birmingham sites, and increase manufacturing
capacity at our Balliol Park savoury production
facility in Newcastle upon Tyne, whilst continuing
construction of an automated cold store on the
same site. We will also continue to expand our
shop estate, investing in around 100 new
Company-managed shops alongside further
openings with franchise partners. Overall, we plan
capital expenditure of around £100 million in 2020.
The investment programme to transform our supply
chain is expected to complete in mid-2021 and is
already delivering net benefits ahead of our initial
plan. Product quality and consistency has improved
and the net supply cost in 2019, when compared
with the 2015 base, is £9.5 million lower. This compares
favourably with the £7.0 million net efficiency
expected from the investment programme.
We intend to continue to grow net shop numbers
at a rate of c.100 per year, with a gross opening
rate of around 100 Company-managed shops
driving the capital expenditure requirement. The
requirement for capital expenditure to refurbish
our existing shops will increase in the coming years,
as we come out of the current low point in the
refurbishment cycle. Supply chain expenditure on
our transformation programme will reduce but we
intend to invest in further manufacturing capacity
in order to meet demand for our iconic savoury
products. Overall, we expect the medium-term
capital expenditure requirement to be around
£90 million per annum.
Working capital
Group net current liabilities increased to
£66.4 million at the end of 2019 (2018: £4.5 million).
This was due to the adoption of IFRS 16 with
£48.8 million of lease liabilities being included
in current liabilities in 2019. We held a relatively
high cash balance at the end of 2019 thanks to
the strong financial performance and some delays
in the anticipated phasing of capital expenditure.
Inventory levels rose by £3.1 million and receivables
fell by £4.5 million in the year.
Greggs plc Annual Report and Accounts 2019
21
AccountsDirectors’ ReportStrategic Report Cash flow and capital structure
The net cash inflow from operating activities after
lease payments in the year was £169.5 million
(2018: £136.1 million). At the end of the year the
Group had net cash and cash equivalents of
£91.3 million (2018: £88.2 million).
Given the significant growth in the business in
recent years the Board believes that, going forward,
it is appropriate to target a year-end net cash
position of around £50.0 million, to allow for
seasonality in our working capital cycle. The current
cash position is clearly above this level, reflecting
the strength of performance in 2019 and the
Company’s requirements for capital expenditure
and tax payments in 2020. It is, however, likely that
a proportion of the current cash position will be
surplus to requirements under existing plans. Given
the current outlook uncertainties we are keeping
these plans under active review and, in line with our
existing policy, will consider declaration of a special
dividend at the time of the interim results in
July 2020.
Richard Hutton
Finance Director
3 March 2020
Financial review continued
Pension scheme liability
The net liability shown on the balance sheet for the
Company’s closed defined benefit pension scheme
decreased to £0.6 million (2018: £8.4 million). The
Company made a £5.0 million special contribution
to the scheme in the year in support of the trustee’s
strategy to adopt a more liability-driven investment
approach, with the ultimate aim of achieving a
future buy-out of the scheme’s liabilities. In 2019
the assets of the scheme gained in value, though
this was largely offset by changes in the actuarial
assumptions used in accounting for the scheme,
particularly a weakening of the discount rate used
to value the scheme’s liabilities. The scheme will
next undergo a full actuarial revaluation in 2020.
Return on capital
We manage return on capital against
predetermined targets and monitor performance
through our Investment Board, a management
committee where all capital expenditure is subject
to rigorous appraisal before and after it is made.
For investments in new shops we target an average
cash return on invested capital of 25 per cent, with
a hurdle rate of 22.5 per cent, over an average
investment cycle of eight years. Other investments
are appraised using discounted cash flow analysis.
The performance of new shops opened in 2019
was very good, with average sales materially above
the level expected at the time of investment.
New shops opened in 2018 have also performed
particularly well and are showing excellent returns
for their level of maturity. We continue to see
particularly strong returns on the relocation of
shops within their existing catchments and will
continue to examine the opportunity to improve
the quality of our existing estate in this way.
In 2019, on an IFRS 16 basis, we delivered an overall
return on capital employed (ROCE, defined on
page 133) of 20.0 per cent excluding exceptional
items. On the pre-IFRS 16 basis the performance
in 2019 would have been reported as a ROCE of
33.6 per cent (2018, IAS 17 basis: 27.4 per cent),
reflecting the strength of performance in the year
relative to the capital base.
22
Greggs plc Annual Report and Accounts 2019
Strategic Report
Directors’ Report
Accounts
Greggs plc Annual Report and Accounts 2019
23
Financial key performance indicators
We use a number of financial and
non-financial measures to track
our progress against our strategy
Total sales growth:
13.5%
Like-for-like sales growth:
9.2%
13.5%
9.2%
Graph key:
Underlying
Including
exceptional items
7.0%
7.4%
7.2%
4.7%
4.2%
5.2%
3.7%
2.9%
2015
2016
2017
2018
2019
2015
2016
2017
2018
2019
The percentage year-on-year change in total sales for the Group.
Profit before tax (PBT):
£114.2m
m
3
7
£
m
3
7
£
.
m
3
0
8
£
.
m
1
5
7
£
.
m
8
1
8
£
.
m
9
1
7
£
.
m
8
9
8
£
.
m
6
2
8
£
m
2
.
4
1
1
£
m
3
.
8
0
1
£
2015
2016
2017
2018
2019
Reflects the performance of the Group before taxation impacts
and the underlying measure excludes any exceptional items
arising in the year. Following the adoption of IFRS 16 in 2019 the
Group started using PBT as a KPI rather than operating profit
as PBT includes the full cost of the Group’s property leases.
24
Greggs plc Annual Report and Accounts 2019
120
100
80
60
40
20
0
10
8
6
4
2
0
Compares year-on-year cash sales in our Company-managed
shops, excluding any shops which opened, relocated or closed in
the current or prior year. Like-for-like sales growth includes selling
price inflation and excludes VAT. The impact of shop refurbishment
is included in like-for-like sales growth. The calculation of these
figures can be found on page 133.
PBT margin:
9.8%
%
7
8
.
%
7
8
.
%
0
9
.
%
4
8
.
%
8
.
9
%
3
.
9
%
5
8
.
%
5
7
.
%
7
8
.
%
0
8
.
2015
2016
2017
2018
2019
Shows the PBT of the Group as a percentage of turnover.
The underlying measure excludes any exceptional items
arising in the year.
100
80
60
40
20
0
We use eight key financial performance indicators to monitor the performance of the Group against our strategy. The definition
of these KPIs and our performance over the last five years are detailed below. The profit, cash flow and ROCE KPIs have been
amended during 2019 to take account of the impact of IFRS 16. All of the non-GAAP measures (other than like-for-like sales growth)
detailed can be calculated from the GAAP measures included in the annual accounts. All of the underlying measures exclude the
exceptional items detailed in Note 4. Commentary on these KPIs is contained within the financial review:
Diluted earnings per share (pence):
Capital expenditure (£m):
89.7p
p
8
.
5
5
p
8
.
5
5
p
8
.
0
6
p
7
.
6
5
p
5
.
3
6
p
7
.
5
5
p
3
.
0
7
p
5
.
4
6
£86.0m
p
7
.
9
8
p
0
.
5
8
£80.4
£71.7
£70.4
£73.0
Graph key:
Underlying
£86.0
Including
exceptional items
Notional element
2015
2016
2017
2018
2019
2015
2016
2017
2018
2019
Calculated by dividing profit attributable to shareholders by the
average number of dilutive outstanding shares. The underlying
measure excludes any exceptional items arising in the year.
The total amount incurred in the year on investment in fixed assets.
Net cash inflow from operating
activities after lease payments (£m):
£169.5m
£117.6m
£116.9m
£103.7m
£136.2m
2015
2016
2017
2018
43.000000
36.857143
£169.5m
30.714286
24.571429
18.428571
12.285714
6.142857
0.000000
2019
Operating profit adjusted for the impact of non-cash items,
working capital movements and repayment of the principal
on lease liabilities. The calculation of these figures can be
found on page 133.
Return on capital
employed (ROCE):
32.1%
%
8
6
2
.
%
8
6
2
.
%
1
8
2
.
%
3
6
2
.
%
9
6
2
.
%
7
3
2
.
%
4
7
2
.
%
2
5
2
.
%
6
3
3
.
%
0
2
3
.
%
0
0
2
.
%
0
.
9
1
2015
2016
2017
2018
2019
Calculated by dividing profit before tax by the average total
assets less current liabilities for the year. The underlying measure
excludes any exceptional items arising in the year. The calculation
of these figures can be found on page 133. As the ROCE figure
is significantly impacted by the implementation of IFRS 16 an
additional notional figure has been calculated to highlight the
impact – the calculation of these figures can be found on page 133.
Greggs plc Annual Report and Accounts 2019
25
AccountsDirectors’ ReportStrategic Report
Non-financial key performance indicators
KPI
Our
commitment
2019 targets
Status
Champion
United Nations
Sustainable
Development Goals
Customer health
We encourage
healthier food-on-
the-go choices
Responsible
sourcing
We care about
where our
ingredients
come from
Community
We share our
success with the
people around us
– Reduce sugar by 20%
in line with the
Government’s Childhood
Obesity Plan (based
on 2015)
– Healthier Choice sales
to be 25% of our overall
sales mix by end of 2019
– Maintain Tier Two BBFAW
(Business Benchmark on
Farm Animal Welfare)
– Tackling health initiatives
to reach 250 schools
Environment
We aim to use
energy efficiently
and minimise waste
– Reduce our carbon
footprint intensity by
a further 2%
– Increase redistribution
of unsold food to 25%
People
We are committed
to creating a great
place to work
– Successfully deliver year
three of the National
Equality Standard
action plan
– Increase the frequency
of our Employee Opinion
Survey to twice yearly
1
2
Commercial
Director
3
GOOD HEALTH
AND WELL-BEING
Commercial
Director
12
RESPONSIBLE
CONSUMPTION
AND PRODUCTION
Finance
Director
11
SUSTAINABLE CITIES
AND COMMUNITIES
Property and
Business
Development
Director
13
CLIMATE
ACTION
Retail and
People
Director
10
REDUCED
INEQUALITIES
1 In 2019 Healthier Choice sales were 21.6% of the sales mix. Whilst this was below the stated target, partly due to the strong performance of our savoury category,
which was helped by the launch of the Vegan Sausage Roll, we remain committed to offering customers healthier choices.
2 We actually delivered a 29% increase year on year – equating to the biggest annual increase in tonnage delivered so far . Although we didn’t hit our target this is
still a fantastic result. It was achieved by working hard to identify good causes to donate unsold food to – by the end of 2019, we had 1,700 organisations regularly
collecting unsold food from our shops and bakeries.
Carbon footprint
We, like others, recognise the urgency needed to address
climate change. We continue to hold the Carbon Trust Standard
in recognition of our work on carbon efficiencies and our
Environmental Management System is certificated to ISO
14001:2015. In addition we disclose our GHG emissions through
the Carbon Disclosure Project (CDP). We continue to drive
efficiencies to further reduce our carbon footprint in a bid
to target a carbon-neutral impact and achieved a 17 per cent
reduction in (gross intensity) in 2019. Furthermore, as we now
procure electricity from renewable sources for 95 per cent of our
estate and generate renewable electricity from the photo-voltaic
arrays on our manufacturing sites, we achieved an overall
reduction in intensity of 63.9 per cent (compared with 2018).
26
Greggs plc Annual Report and Accounts 2019
As a result of the above, our net carbon
footprint for the 2019 financial year
was 41,577 tonnes of carbon dioxide
and equivalent gases (CO2e), with an
intensity of 35.76 tonnes of CO2e per
£million turnover.
Dual emissions reporting
Overall emissions have been presented
to reflect both location and market-
based methodologies, affecting both
Scope 1 and Scope 2 emissions.
Scope 1: All Scope 1 emissions have
been calculated using UK Government’s
GHG Conversion Factors for Company
Reporting 2019 for all sources.
Scope 2: 96 per cent of UK electricity is
covered by Green Tariff and PV renewable
sources, which meets all of the required
quality criteria; therefore 96 per cent of UK
electricity emissions have been reported
at zero emissions. The remaining UK
electricity has been reported at supplier-
specific emissions rate.
Global GHG emissions data
In line with Companies Act 2006 (Strategic
Report and Directors Report) Regulations
2013, we are reporting our greenhouse
gas (GHG) emissions as part of our annual
strategic report. Our GHG reporting year
is the same as our financial year from
30 December 2018 to 28 December 2019.
We have reported on all of the emission
sources which we deem ourselves to be
responsible for, as required under the
Companies Act 2006 (Strategic Report
and Directors Report) Regulations 2013.
These sources fall within our operation’s
control and financial boundaries and
include emissions from manufacturing,
retail and distribution sites and the
operation of our distribution fleet.
We do not have responsibility for
any emission sources that are outside
of our operational control.
The methodology used to calculate
our emissions is based on the UK
Government’s Environmental Reporting
Guidance (2013) and emissions factors
from UK Government’s GHG Conversion
Factors for Company Reporting (2019).
The 2019 emissions are verified by the Carbon Trust as part of the
review of our carbon footprint.
Gender of workforce*
We are proud of our reputation for bringing the best talent through the business regardless
of gender and that 68.8 per cent of our total workforce is female, almost half of our
management population is female and, of the seven Board posts, three are held by women.
Board
Senior Managers
Other Managers
All Employees
Female
Male
3
62
269
4
73
291
Total
7
135
560
17,149
7,776
24,930
* The ‘All employees’ total figure is greater than the sum of the female and male figures because we have
five employees whose gender is recorded as ‘Unknown’ or ‘Undeclared’ on our personnel database.
Location based emissions
Scope 1
Scope 1
Scope 2
Combustion of fuel & operations of facilities
Refrigerants
Electricity purchased for own use (inc PV Generated & green tariff)
Gross emissions
Gross intensity measure
Total scope 1+2 CO2e emissions
Tonnes of CO2e per £m turnover
Percentage change 2019 compared with 2018
Market Based Emissions
Scope 1
Scope 1
Scope 2
Combustion of fuel & operations of facilities
Refrigerants
Residual electricity
Total scope 1+2 emissions Total scope 1+2 CO2e emissions to account for use of
renewable energy
Intensity measurement
Tonnes of CO2e per £m turnover
Intensity percentage change accounting for renewable energy
Current reporting
year 2019
(tonnes of CO2e)
Comparison
year 2018
(tonnes of CO2e)
Base year
(2015)
33,155
5,513
57,294
95,962
82.54
33,245
31,509
6,282
4,360
61,938
89,375
101,465
125,244
99.32
149.86
(16.89%)
(44.92%)
33,155
5,513
2,909
41,577
35.76
33,245
31,509
6,282
4,360
59,477
88,907
101,208
124,776
99.07
149.29
2019 compared with 2018
(63.9%)
(76.05%)
Greggs plc Annual Report and Accounts 2019
27
AccountsDirectors’ ReportStrategic Report Risk management
Our risk
management
approach
We have well-established
risk management
processes embedded
within the business,
which enable us to identify,
evaluate, record, and
monitor significant risks.
Taking an appropriate level of risk is an inherent part of
any business, but in doing so we assess the likelihood
and impact of each risk arising.
The diagram below sets out our approach and shows
the various information flows. The responsibilities of
key participants within the risk management process
are summarised below:
Board of Directors/Audit Committee
– Ultimate responsibility for ensuring risks are
managed appropriately;
– Full annual review of the risk management process;
– Regular consideration of key strategic risks
and new and emerging risks; and
– Robust annual assessment of principal risks
as set out on the following page.
Risk Committee/Operating Board
– Quarterly detailed discussion of significant risks;
– Understanding the business’ exposure to risk;
– Supporting the implementation of the
Company’s risk management strategy;
– Identifying new and emerging areas of risk
to which the business may be exposed; and
– Escalating significant matters to Main Board,
via the Audit Committee.
Risk Manager
– Maintaining the corporate risk register;
– Supporting the Risk Committee to
operate effectively; and
– Ensuring adequate insurance is in place,
as determined by the Main Board.
Business Assurance function
– Providing independent internal audit coverage
of the business, reporting findings to Audit
Committee (a sub-Committee of Main Board);
– Oversight of the risk process; and
– Support for the whistleblowing process,
which allows staff to raise matters of concern.
Principal risks and uncertainties
The Directors have carried out a robust assessment of
the principal risks facing the Company. Set out below
are are those which are considered to present the most
significant threat to the business’ future development
or performance. The position described below is a
summary of the status at the date of the annual report.
Business Assurance function
Insured
risks
Functional
risks
Project
risks
Key
strategic
risks
Other
strategic
risks
New and
emerging
risks
Risk Manager
Risk Committee/Operating Board
Main Board/Audit Committee
28
Greggs plc Annual Report and Accounts 2019
Where appropriate, the impact of these
risks occurring has been considered
when devising the scenarios tested as
part of the financial viability statement,
set out below.
– The maintenance of a competitive,
differentiated offer to customers.
– Controls over, and mitigations
to the occurrence of principal
risks and uncertainties.
Additional risks and uncertainties, not
presently known to management or
deemed less material currently, may also
have an adverse effect on the business.
Further, the exposure to each risk will
evolve as we take mitigating actions,
or as new risks emerge.
In disclosing our risk exposures this year,
we have combined our reputational risks
into one overarching risk. We have also
combined the loss of production and
loss of distribution capacity into a single
risk of supply chain disruption. A new
risk has been added regarding allergen-
labelling legislation, since our shop-
based production results in greater
process risks than manufacturing on a
single site. We have also included a risk
relating to the impact of a pandemic on
our operations and customer demand.
The risks are grouped according to their
overriding theme, and are described
along with key mitigations, the strategic
pillars to which they are linked, and any
movement in net risk during the year.
Viability statement
The Directors have assessed the
Company’s prospects and viability taking
into account its current position, plans
and principal risks. The Company remains
cash-generative and has no debt other
than normal trading liabilities to creditors
and the obligations arising under
commercial leases. In assessing the
Company’s prospects the Board has
taken into account the following:
– The Company’s strong financial position
and cash-generative nature.
– The continued growth of out-of-home
eating and the alignment of the
Company’s offer to this growing market.
– The potential for further growth in
existing markets and investment plans
to support this.
In assessing the Company’s viability the
Board has considered potential scenarios
that have been envisaged to reflect the
occurrence of the principal risks that the
business faces. These include threats to
its operations and the supply of products,
such as a loss of production capacity,
and the occurrence of risks affecting
confidence in the Greggs brand.
In carrying out its assessment the Board
has reviewed the three-year operational
and financial plans to 2022. This is the
period over which the Board reviews
management’s business planning and sets
performance targets, and therefore the
Board believes that this is the most
appropriate timeframe over which to
make the viability assessment.
The Directors have carried out a robust
assessment of the principal risks facing
the Company, including those that
would threaten its business model, future
performance, solvency or liquidity.
The principal risks to which the Company
is exposed ultimately affect the ability
of its shops to trade successfully, either
through an interruption to supply or
because of a loss of confidence in the
Greggs brand. A significant loss of sales
would be particularly damaging given
the Company’s vertical integration in
that the cost of the internal supply chain
cannot be reduced quickly.
In order to stress-test the Company’s
financial resilience, scenarios were created
to simulate the impact arising from the
occurrence of the following principal risks:
1. A brand-damaging food scare resulting
in a significant one-year sales reduction
followed by gradual recovery of
confidence. In making assumptions the
Directors considered real examples of
companies in the food sector that had
experienced such issues.
2. The impact of a ten per cent annual
sales decline as a result of changing
shopping habits or consumer trends.
3. Temporary loss of production capacity
for the Company’s iconic pastry savoury
products and the consequences for
liquidity as capacity is restored.
4. The possible impact of Britain leaving
the EU’s free trade arrangements,
assuming the imposition of tariffs on
imports, disruption to the flow of goods
into the UK and a consumer downturn.
Scenario four above was applied as an
additional layer of risk, in order to test
how the impact of Britain leaving the
EU without a trading agreement would
affect the Company’s viability in the
other scenarios.
In each case the Directors reviewed
the mitigating actions that would be
necessary to protect the Company’s
liquidity. These included:
– Temporary suspension of dividend
payments in order to preserve cash
for operational use, including the
restoration of customer confidence
in the Greggs brand.
– Restriction of capital investment
whilst protecting essential
maintenance of infrastructure, taking
into account capital commitments
to major investment programmes.
– Addition of temporary financing
facilities, taking into account the
Company’s borrowing capacity.
– Drawing on the Company’s insurance
arrangements on the occurrence of
an insured risk.
The scenarios tested represent
more extreme circumstances than
the Company has ever experienced.
Based on the results of the analysis,
the Directors have a reasonable
expectation that the Company will
be able to continue in operation
and meet its liabilities as they fall
due over the three-year period of
their detailed assessment.
Greggs plc Annual Report and Accounts 2019
29
AccountsDirectors’ ReportStrategic Report Key mitigations
Change
Strategic pillars
All change activity has been phased, to avoid affecting the Company as a whole
wherever possible. Timelines and forecasts are clearly defined and agreed.
Progress against these is closely monitored and reported on a regular basis
to our Operating Board.
Strategic risk
Decrease
We have contingency plans for our supply sites, along with IT disaster recovery plans,
which are tested against simulated scenarios. We have identified alternative supply
sources for key ingredients and products, and periodically test these alternative routes.
Operational risk
Our property insurers advise on the design of new buildings and conduct annual
inspections of existing sites. We also believe that, to an extent, customers will choose
an alternative product if their first choice is not available, reducing our dependence
Increase
upon each individual product.
Our own contingency arrangements consider the implications of key systems or
ingredients being unavailable.
All third parties are vetted prior to engagement. Key supplier relationships are
managed by our central procurement team.
We offer attractive remuneration and benefit packages to reward our teams, along
with training and development opportunities. Our annual employee opinion survey
confirms high levels of engagement.
Operational risk
No change
We continually work towards streamlined and simplified processes and operations
No change
for our shop teams.
Operational risk
We have developed new centralised recruitment processes, making the application
journey easier for potential employees.
Risk management
Description
Business
transformation
Best customer experience
Great tasting, freshly prepared food
Our current business change programme continues, though it is now
nearing completion.
Expected timelines or savings may not be met, and there may be disruption
to operations for our customers.
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Supply chain disruption We continue to move towards more centralised production and larger distribution
centres of excellence, with a greater reliance on technology. As a result, the impact
of any operational failure on our shops and customers increases.
Management of third-
party relationships
As our reliance on third parties for services, ingredients or business support
increases, we become more exposed to their business interruption risks.
This could impact on our ability to produce, distribute or sell our products.
Ability to attract/
retain/motivate people
Market forces and the impact of Brexit may result in a shortage of available
workforce, particularly within our shops and specialist IT roles. The former may
be compounded by the relative complexity of our shop operations compared
with other retailers.
Damage to reputation
As the business’ profile grows, so does the impact of any reputational damage
due to a loss of customer trust. This could result from:
Procedures are in place throughout our supply sites and shops to ensure that food
safety is maintained.
• Sale of unsafe food;
• Products not meeting customer requirements; and
• Social media activity.
Compliance is monitored both internally and by regulators.
Routine checks are carried out to confirm the integrity of our products and ingredients.
No change
Strategic risk
Wider engagement with franchise partners and broadening the scope of our
operations could result in a loss of control over our brand.
We have robust crisis management procedures in place if required, and utilise
third-party support where this is appropriate.
Cyber and data security
As with all businesses, our data and systems are exposed to external threats
such as hackers or viruses. These could lead to data breaches, or disruption
to our operations.
System capacity
Our IT systems may have insufficient capacity to keep pace with the required rate
of change. Greater system integration and interconnectivity results in an increased
impact in the event of any process failure or technology outage.
All the processes described above are equally applicable to our franchise partners.
We actively monitor our networks and systems, including conducting regular
penetration testing. Training and awareness sessions are provided across the business.
Operational risk
No change
Our approach to information security is closely monitored by the Board.
Our development plans take into account the business’ ambitions, to provide
appropriate capacity.
We work closely with partners to provide additional capacity and technical expertise
when required. Contingency plans continue to evolve in response to system and
process changes.
Operational risk
No change
30
Greggs plc Annual Report and Accounts 2019
Description
Business
transformation
Our current business change programme continues, though it is now
nearing completion.
Expected timelines or savings may not be met, and there may be disruption
to operations for our customers.
Supply chain disruption We continue to move towards more centralised production and larger distribution
centres of excellence, with a greater reliance on technology. As a result, the impact
of any operational failure on our shops and customers increases.
Management of third-
party relationships
As our reliance on third parties for services, ingredients or business support
increases, we become more exposed to their business interruption risks.
This could impact on our ability to produce, distribute or sell our products.
Ability to attract/
retain/motivate people
Market forces and the impact of Brexit may result in a shortage of available
workforce, particularly within our shops and specialist IT roles. The former may
be compounded by the relative complexity of our shop operations compared
with other retailers.
Competitive supply chain
First class support teams
Key mitigations
Change
Strategic pillars
All change activity has been phased, to avoid affecting the Company as a whole
wherever possible. Timelines and forecasts are clearly defined and agreed.
Progress against these is closely monitored and reported on a regular basis
to our Operating Board.
Strategic risk
Decrease
We have contingency plans for our supply sites, along with IT disaster recovery plans,
which are tested against simulated scenarios. We have identified alternative supply
sources for key ingredients and products, and periodically test these alternative routes.
Our property insurers advise on the design of new buildings and conduct annual
inspections of existing sites. We also believe that, to an extent, customers will choose
an alternative product if their first choice is not available, reducing our dependence
upon each individual product.
Our own contingency arrangements consider the implications of key systems or
ingredients being unavailable.
All third parties are vetted prior to engagement. Key supplier relationships are
managed by our central procurement team.
We offer attractive remuneration and benefit packages to reward our teams, along
with training and development opportunities. Our annual employee opinion survey
confirms high levels of engagement.
Operational risk
Increase
Operational risk
No change
We continually work towards streamlined and simplified processes and operations
for our shop teams.
No change
Operational risk
We have developed new centralised recruitment processes, making the application
journey easier for potential employees.
Damage to reputation
As the business’ profile grows, so does the impact of any reputational damage
due to a loss of customer trust. This could result from:
Procedures are in place throughout our supply sites and shops to ensure that food
safety is maintained.
• Sale of unsafe food;
• Social media activity.
• Products not meeting customer requirements; and
Compliance is monitored both internally and by regulators.
Routine checks are carried out to confirm the integrity of our products and ingredients.
No change
Strategic risk
Wider engagement with franchise partners and broadening the scope of our
operations could result in a loss of control over our brand.
We have robust crisis management procedures in place if required, and utilise
third-party support where this is appropriate.
Cyber and data security
As with all businesses, our data and systems are exposed to external threats
such as hackers or viruses. These could lead to data breaches, or disruption
to our operations.
System capacity
Our IT systems may have insufficient capacity to keep pace with the required rate
of change. Greater system integration and interconnectivity results in an increased
impact in the event of any process failure or technology outage.
All the processes described above are equally applicable to our franchise partners.
We actively monitor our networks and systems, including conducting regular
penetration testing. Training and awareness sessions are provided across the business.
Operational risk
No change
Our approach to information security is closely monitored by the Board.
Our development plans take into account the business’ ambitions, to provide
appropriate capacity.
We work closely with partners to provide additional capacity and technical expertise
when required. Contingency plans continue to evolve in response to system and
process changes.
Operational risk
No change
Greggs plc Annual Report and Accounts 2019
31
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AccountsDirectors’ ReportStrategic Report
Risk management
Description
Allergen legislation
Best customer experience
Great tasting, freshly prepared food
Increased focus on allergens and associated legislation brings added complexity
to our operations.
We will provide full ingredient listings for our full sandwich range and all other relevant
product lines during 2020.
Key mitigations
Change
Strategic pillars
New processes and controls have been developed and tested in our shops to
ensure we meet legal requirements. Extensive training will ensure that our teams
New
are familiar with new working methods.
Compliance risk
Allergen complaints are investigated and action taken to address the root cause.
We have met the Government’s sugar reduction targets across our range and
are working towards meeting those for calories a year ahead of schedule.
Compliance risk
No change
In order to reduce our impact on the environment, we have further developed
our coffee cup recycling process, have replaced plastic carrier bags and cutlery,
and are planning further plastic reduction. 95% of our electricity comes from
renewable sources.
We have a system of due diligence controls and monitors in place, and our teams
are provided with extensive training on safe processes and procedures. Our audit
processes confirm whether proper procedures are being followed.
We have Primary Authority arrangements in place for Food Safety, Health & Safety,
and Fire Safety.
Compliance risk
No change
Other legislation
and taxation
New legislation may necessitate additional processes.
We input into the development of new regulations via engagement with
industry bodies.
Continued growing concern over the environment and health may drive the
introduction of additional levies and taxes.
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Significant fines for
non-compliance with
legislation
Large financial penalties could be imposed on the business for breaches of Food
Safety or Health & Safety legislation. Due to the number of shops we operate,
and the volume of customer transactions we handle on a daily basis, we may be
exposed to isolated incidents which fall below our expected standards and may
expose us to prosecution.
Impact of Brexit
There is continued uncertainty regarding changes to trading arrangements,
customs agreements, tariffs etc. This may give rise to increased costs.
Developments continue to be monitored, with regular review by our Operating Board.
Contingency arrangements have been developed where possible.
Strategic risk
No change
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E
s Impact of a pandemic
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c
a
f
A pandemic could have an adverse impact on our operations and the level
of demand for our products.
Our teams are preparing for different pandemic scenarios and following WHO
preventative guidelines.
Operational risk
New
We are maintaining a strong financial position in advance of potential disruption.
32
Greggs plc Annual Report and Accounts 2019
Description
Key mitigations
Change
Strategic pillars
Allergen legislation
Increased focus on allergens and associated legislation brings added complexity
to our operations.
We will provide full ingredient listings for our full sandwich range and all other relevant
product lines during 2020.
Competitive supply chain
First class support teams
New processes and controls have been developed and tested in our shops to
ensure we meet legal requirements. Extensive training will ensure that our teams
are familiar with new working methods.
Compliance risk
New
Allergen complaints are investigated and action taken to address the root cause.
We input into the development of new regulations via engagement with
industry bodies.
We have met the Government’s sugar reduction targets across our range and
are working towards meeting those for calories a year ahead of schedule.
Compliance risk
No change
In order to reduce our impact on the environment, we have further developed
our coffee cup recycling process, have replaced plastic carrier bags and cutlery,
and are planning further plastic reduction. 95% of our electricity comes from
renewable sources.
We have a system of due diligence controls and monitors in place, and our teams
are provided with extensive training on safe processes and procedures. Our audit
processes confirm whether proper procedures are being followed.
We have Primary Authority arrangements in place for Food Safety, Health & Safety,
and Fire Safety.
Compliance risk
No change
Impact of Brexit
There is continued uncertainty regarding changes to trading arrangements,
customs agreements, tariffs etc. This may give rise to increased costs.
Developments continue to be monitored, with regular review by our Operating Board.
Contingency arrangements have been developed where possible.
Strategic risk
No change
s Impact of a pandemic
A pandemic could have an adverse impact on our operations and the level
of demand for our products.
Our teams are preparing for different pandemic scenarios and following WHO
preventative guidelines.
Operational risk
New
We are maintaining a strong financial position in advance of potential disruption.
Other legislation
and taxation
New legislation may necessitate additional processes.
Continued growing concern over the environment and health may drive the
introduction of additional levies and taxes.
Significant fines for
non-compliance with
legislation
Large financial penalties could be imposed on the business for breaches of Food
Safety or Health & Safety legislation. Due to the number of shops we operate,
and the volume of customer transactions we handle on a daily basis, we may be
exposed to isolated incidents which fall below our expected standards and may
expose us to prosecution.
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Greggs plc Annual Report and Accounts 2019
33
AccountsDirectors’ ReportStrategic Report
Board of Directors and Secretary
IAN DURANT
Chairman
ROGER WHITESIDE OBE
Chief Executive
RICHARD HUTTON FCA
Finance Director
HELENA GANCZAKOWSKI
Non-Executive Director
KATE FERRY
Non-Executive Director
PETER MCPHILLIPS
Non-Executive Director
SANDRA TURNER
Non-Executive Director
JONATHAN JOWETT
Company Secretary and
General Counsel
Ian has a background in
international finance and
commercial management, with
experience in the retail, property,
hotels and transport sectors. His
career includes leadership roles
with the retail division of Hanson
and Jardine Matheson, Hongkong
Land, Dairy Farm International,
Thistle Hotels and SeaContainers
and as Finance Director of Liberty
International. Ian is an experienced
non-executive director of UK-listed
companies, having previously
served on the Boards of Westbury,
Home Retail Group and Greene
King. He was Chairman of Capital
and Counties Properties plc
between 2010 and 2018.
Appointed since
5 October 2011.
Independent
Yes
Richard qualified as a Chartered
Accountant with KPMG and gained
career experience with Procter
and Gamble before joining Greggs
in 1998.
Helena worked for Unilever for
23 years and held senior positions
in brand management and
marketing, including UK Marketing
Director and ultimately Head
of Global Agencies. Helena has
a PhD in Engineering from the
University of Cambridge.
Kate was appointed Chief Financial
Peter spent most of his executive
Sandra has been involved in the
Jonathan is a lawyer by profession
Officer of TalkTalk Group in October
career in food manufacturing,
retail sector throughout her career
and has held the position of
2017. Prior to joining TalkTalk, Kate
having held a number of executive
and was employed by Tesco PLC,
Company Secretary for a number
was a member of the Dixons
positions including Divisional
latterly as Commercial Director for
of FTSE 250 and FTSE Smallcap
Carphone plc Executive Committee,
Managing Director of Hillsdown
Tesco Ireland, from 1987 to 2009.
companies. His previous employers
originally joining the Carphone
Warehouse Group plc in 2010
as Corporate Affairs Director to
Holdings, Director of Terranova
(the chilled foods business
demerged from Hillsdown
facilitate the demerger from TalkTalk.
Holdings) and ultimately as UK
Prior to this she worked in sales
and marketing roles for Unilever
include Avon Cosmetics Limited,
SSL International plc, Wagon plc
and Wilkinson Sword.
and Bakkavor Group.
Roger began his career at Marks
and Spencer where he spent 20
years, ultimately becoming head
of its food business. He was then
one of the founding team of
Ocado, serving as Joint MD from
2000 to 2004. From 2004 to 2007
Roger led a successful turnaround
as Chief Executive of the Thresher
Group off-licence chain before
joining Punch Taverns, ultimately
becoming Chief Executive. Roger
was appointed as Chief Executive
of Greggs on 4 February 2013, and
awarded an OBE for services to
Women and Equality in the 2019
New Year Honours List.
Appointed since
17 March 2008 (Non-Executive
Director until 3 February 2013).
Appointed since
13 March 2006.
Appointed since
2 January 2014.
Independent
Yes
External appointments
External appointments
External appointments
External appointments
Chairman of DFS Furniture plc.
Trustee of Richmond Parish
Lands Charity.
Member of the Women’s
Business Council.
Non-Executive Director of Card
Factory plc.
Non-Executive Director and
Chair of the Audit Committee of
The Lakes Distillery Company plc.
Trustee Director of Business in
the Community.
Trustee of Greggs Foundation.
Trustee of The Alnwick Garden Trust.
Non-Executive Director of Croda
International Plc.
Owner and manager of a consulting
business working at a global level
with multi-national food businesses,
helping them to develop and
implement strategies.
Committee Membership
Audit, Remuneration and
Nominations Committee member.
What are you
most proud of?
MAKING PEOPLE
THINK DIFFERENTLY
ABOUT THE BRAND
BEING NAMED
BRITAIN’S MOST
ADMIRED COMPANY
OUR AMAZING
PEOPLE
OUR
EXCEPTIONAL
FINANCIAL
PERFORMANCE
34
Greggs plc Annual Report and Accounts 2019
Kate began her career in audit
with PricewaterhouseCoopers,
qualifying as a Chartered Account
before moving to Merrill Lynch
as a Director within the retail
sector equity research team, where
she spent the next ten years.
Managing Director of Uniq plc.
More recently, Peter was European
Chairman of Hain Celestial Group.
Appointed since
1 June 2019.
Independent
Yes
External appointments
CFO of TalkTalk Group
Appointed since
10 March 2014.
Independent
Yes
Appointed since
1 May 2014.
Independent
Yes
Appointed since
12 May 2010.
External appointments
External appointments
External appointments
Non-Executive Director of
Browns Food Group.
Non-Executive Director of
Jackson’s Bakery Limited.
Non-Executive Director
of Carpetright plc.
Non-Executive Director
of McBride plc.
Member of the British Retail
Consortium Policy Board.
Chair of the Trustees of the
Percy Hedley Foundation.
Non-Executive Director of Greene
Non-Executive Director of
King plc and Huhtämaki OYJ
Newcastle Hospitals NHS
(from 1 May 2019).
Foundation Trust.
Committee Membership
Committee Membership
Committee Membership
Committee Membership
Chair of Audit Committee;
Audit, Remuneration and
Nominations Committee member.
Remuneration and Nominations
Committee member.
Chair of Remuneration
Committee; Audit and
Nominations Committee member,
Senior Independent Director.
Secretary to Board and all
its Committees.
IAN DURANT
Chairman
ROGER WHITESIDE OBE
RICHARD HUTTON FCA
HELENA GANCZAKOWSKI
Chief Executive
Finance Director
Non-Executive Director
KATE FERRY
Non-Executive Director
PETER MCPHILLIPS
Non-Executive Director
SANDRA TURNER
Non-Executive Director
JONATHAN JOWETT
Company Secretary and
General Counsel
Ian has a background in
international finance and
commercial management, with
experience in the retail, property,
hotels and transport sectors. His
career includes leadership roles
with the retail division of Hanson
and Jardine Matheson, Hongkong
Land, Dairy Farm International,
Roger began his career at Marks
and Spencer where he spent 20
years, ultimately becoming head
of its food business. He was then
one of the founding team of
Ocado, serving as Joint MD from
2000 to 2004. From 2004 to 2007
Roger led a successful turnaround
as Chief Executive of the Thresher
Thistle Hotels and SeaContainers
Group off-licence chain before
and as Finance Director of Liberty
joining Punch Taverns, ultimately
International. Ian is an experienced
becoming Chief Executive. Roger
non-executive director of UK-listed
was appointed as Chief Executive
companies, having previously
of Greggs on 4 February 2013, and
served on the Boards of Westbury,
awarded an OBE for services to
Home Retail Group and Greene
Women and Equality in the 2019
King. He was Chairman of Capital
New Year Honours List.
Richard qualified as a Chartered
Helena worked for Unilever for
Accountant with KPMG and gained
23 years and held senior positions
career experience with Procter
in brand management and
and Gamble before joining Greggs
marketing, including UK Marketing
in 1998.
Director and ultimately Head
of Global Agencies. Helena has
a PhD in Engineering from the
University of Cambridge.
and Counties Properties plc
between 2010 and 2018.
Appointed since
5 October 2011.
Independent
Yes
Appointed since
17 March 2008 (Non-Executive
Director until 3 February 2013).
Appointed since
13 March 2006.
Appointed since
2 January 2014.
Independent
Yes
External appointments
External appointments
External appointments
External appointments
Chairman of DFS Furniture plc.
Member of the Women’s
Trustee of Richmond Parish
Lands Charity.
Business Council.
Non-Executive Director of Card
Factory plc.
Non-Executive Director and
Chair of the Audit Committee of
The Lakes Distillery Company plc.
Trustee Director of Business in
the Community.
Non-Executive Director of Croda
International Plc.
Owner and manager of a consulting
business working at a global level
with multi-national food businesses,
Trustee of Greggs Foundation.
helping them to develop and
Trustee of The Alnwick Garden Trust.
implement strategies.
Committee Membership
Audit, Remuneration and
Nominations Committee member.
Kate was appointed Chief Financial
Officer of TalkTalk Group in October
2017. Prior to joining TalkTalk, Kate
was a member of the Dixons
Carphone plc Executive Committee,
originally joining the Carphone
Warehouse Group plc in 2010
as Corporate Affairs Director to
facilitate the demerger from TalkTalk.
Kate began her career in audit
with PricewaterhouseCoopers,
qualifying as a Chartered Account
before moving to Merrill Lynch
as a Director within the retail
sector equity research team, where
she spent the next ten years.
Peter spent most of his executive
career in food manufacturing,
having held a number of executive
positions including Divisional
Managing Director of Hillsdown
Holdings, Director of Terranova
(the chilled foods business
demerged from Hillsdown
Holdings) and ultimately as UK
Managing Director of Uniq plc.
More recently, Peter was European
Chairman of Hain Celestial Group.
Sandra has been involved in the
retail sector throughout her career
and was employed by Tesco PLC,
latterly as Commercial Director for
Tesco Ireland, from 1987 to 2009.
Prior to this she worked in sales
and marketing roles for Unilever
and Wilkinson Sword.
Jonathan is a lawyer by profession
and has held the position of
Company Secretary for a number
of FTSE 250 and FTSE Smallcap
companies. His previous employers
include Avon Cosmetics Limited,
SSL International plc, Wagon plc
and Bakkavor Group.
Appointed since
1 June 2019.
Independent
Yes
External appointments
CFO of TalkTalk Group
Appointed since
10 March 2014.
Independent
Yes
Appointed since
1 May 2014.
Independent
Yes
Appointed since
12 May 2010.
External appointments
External appointments
External appointments
Non-Executive Director of
Browns Food Group.
Non-Executive Director of
Jackson’s Bakery Limited.
Non-Executive Director
of Carpetright plc.
Non-Executive Director
of McBride plc.
Member of the British Retail
Consortium Policy Board.
Chair of the Trustees of the
Percy Hedley Foundation.
Non-Executive Director of Greene
King plc and Huhtämaki OYJ
(from 1 May 2019).
Non-Executive Director of
Newcastle Hospitals NHS
Foundation Trust.
Committee Membership
Committee Membership
Committee Membership
Committee Membership
Chair of Audit Committee;
Remuneration and Nominations
Committee member.
Audit, Remuneration and
Nominations Committee member.
Chair of Remuneration
Committee; Audit and
Nominations Committee member,
Senior Independent Director.
Secretary to Board and all
its Committees.
BEING NAMED THE
NATION’S FAVOURITE
SANDWICH RETAILER
THE SUCCESS
OF THE VEGAN
SAUSAGE ROLL
REMOVING OVER
350 TONNES OF
PLASTIC FROM
OUR OPERATIONS
OPENING
OUR 2,000TH
SHOP
Greggs plc Annual Report and Accounts 2019
35
AccountsDirectors’ ReportStrategic Report Governance report – Chairman’s Introduction
The Board is
collectively
responsible for
the governance
and long-term
success of
your Company
Dear shareholder,
I am delighted that this has been another excellent
year for Greggs. The Board and I were particularly
pleased that this strong performance meant we
were able to reward our shareholders with a special
dividend, our staff with a thank you bonus and
former employees with additional funding for the
pension scheme.
Our success depends on our people. We have
spent a good deal of time in the past two years
reflecting on the Company’s culture, particularly
in the light of the changes that have taken place in
the organisation during the last five years. I believe
that our strong, open and positive culture is an
important factor in making a success of the many
changes required to enhance our competitiveness
and support the long-term sustainability of the
business and the value of the brand. Our culture
has been supported by a clear purpose, vision and
strategy, which we outline in the following pages,
and which is also reviewed in the strategic report
on pages 4 to 33.
I am pleased to report that the Board has
considered the views of our 25,000 employees in
a number of ways, including extensive engagement
by management and the innovation of Listening
Groups attended by Non-Executive Directors.
These groups will evolve with a format that works
best for Greggs. The annual Employee Opinion
Survey generated a notably high engagement
score, indicating a pleasingly high level of
emotional connection and commitment to the
Company. We report on these activities in more
detail below.
By combining customer insight with bright ideas
from our employees, we have been able to promise
real action on the issues that matter most to them.
We recently launched The Greggs Pledge, in
which we make ten commitments – aligned with
the UN Sustainable Development Goals – that
cover the biggest positive contributions we can
make to our planet and people.
The Board is collectively responsible for the
governance and long-term success of your
Company. This is vital for allowing and encouraging
Greggs management to flourish and deliver
success. This year we are particularly aware that
expectations around what companies should
report were significantly updated in the 2018 UK
Corporate Governance Code, which we complied
with throughout 2019, and we have updated our
approach accordingly.
In this report, from page 36 to 43, our aim is
to provide insight into how the Board fulfils its
stewardship responsibilities. This is followed by our
Section 172 Companies Act statement. I continue
to welcome feedback from all our stakeholders
on how we are doing in terms of our governance
and where we might improve our approach.
Thank you for your continued confidence in Greggs.
Ian Durant
Chairman
3 March 2020
Our Purpose:
To make great tasting, freshly prepared food available to everyone
Greggs is both a retailer and a manufacturer selling high quality,
freshly prepared food at affordable prices in our shops across
the UK. We also produce around 70 per cent of our food. Our
Company purpose, as defined during the strategic review that
was initiated when Roger Whiteside became Chief Executive
in 2013, reflects these two elements of our business model.
By celebrating our commitment to taste, freshness and
affordability, we motivate our colleagues to go to work
every day and give the best possible service to our millions
of customers.
Our Vision:
To be the customers’ favourite for food-on-the-go
In 2013, we set out to be ‘a winning brand in the food-on-the-
go market’ as we transitioned from being a traditional baker.
Our vision, like our products and our customers’ demands,
has evolved, and now Greggs aims to be the ‘customers’
favourite for food-on-the-go’. This gives us all something
to work towards in a competitive market.
However, we want to be the market leader while also being
a good corporate citizen. By setting new and stretching social
and environmental targets, and seeking external accreditation
for our activities, we believe we will give our customers even
more reasons to choose Greggs.
Our Values:
“Being enthusiastic and supportive in all that we do, open, honest and
appreciative, treating everyone with fairness, consideration and respect.”
To support our purpose and vision, we have held true to
the same set of values for over 15 years, which commit us
to “being enthusiastic and supportive in all that we do,
open, honest and appreciative, treating everyone with
fairness, consideration and respect”.
In 2018 we used the opportunity presented by significant
changes to our manufacturing footprint and the introduction
of new systems to review our Company values. The Board
believes these values are the cornerstone of Greggs culture
and success and wanted to ensure that they are still relevant
and clear to all of our team. As part of the review, some of
the Non-Executive Directors joined over 700 colleagues at
the annual management conference in January 2019 to hear
their views. We followed that up with a number of sessions
throughout the year, including a ‘hackathon’ style challenge,
where a smaller number of teams collaborated to capture the
ongoing essence of Greggs.
We have concluded that our culture is alive and thriving but could benefit from being expressed more clearly.
Being Greggs means that we are:
FRIENDLY
INCLUSIVE
RESPECTFUL
HONEST
HARDWORKING
APPRECIATIVE
Greggs plc Annual Report and Accounts 2019
37
AccountsDirectors’ ReportStrategic Report
750
Colleagues
present at the
Company’s annual
management
conference to
discuss the
business plans.
During the Company’s annual management
conference, the business plan for the coming
financial year is discussed with around 750
colleagues. The Chairman, and where possible
Non-Executive Directors, attend these sessions
and mix informally with staff from our shops, supply
chain and head office, listening to their views on
the Company’s plans for the coming year. The less
formal activities undertaken by all Board members
are complemented by the Company’s value of
honesty, and the expectation that colleagues are
always willing to share their opinions with the
Board. As well as these opportunities to speak
directly to Board members, a weekly bulletin is sent
to all shop staff and a quarterly bulletin to all bakery
employees to ensure that they feel fully informed
about the business’s current aims. The annual
Employee Opinion Survey, which has an excellent
rate of return, is another opportunity for all staff
to express their views.
We recognised that we could continue to build on
the existing channels for engagement, for example
when Ian Durant attended a Greggs Negotiating
Committee meeting in 2018, and in 2019 instigated
a series of ‘Listening Groups’. The purpose of
these sessions is to prompt Board debate and
allow informed discussion. The first of these was
attended by Peter McPhillips, who heard from
a number of experienced shop managers about
some of the day-to-day challenges that they face,
for example in relation to the recruitment, training
and induction of new team members. In the second
session Ian Durant and Helena Ganczakowski led
a discussion with a group of head office staff on
the work of the Remuneration Committee and how
executive remuneration is aligned with wider pay
policy. Feedback from the sessions has been good,
with attendees appreciating the opportunity to
hear from members of the Board other than the
Chief Executive and Finance Director, and more
are planned in 2020. Feedback from the Listening
Groups and all engagement with colleagues is
shared with all Board members and was debated
as part of the 2019 Board evaluation.
Governance report continued
Employee engagement
The Board’s communication channels with staff are
well established and extensive. Through collective
visits and meetings, informal shop visits and factory
floor walks, the views of the teams operating in
shops and bakeries are well known. The Company
recognises the benefits of union membership and
representation. The Chief Executive and the People
team provide the Board with regular updates
on discussions with unions as well as the formal
collective bargaining procedures which take place
during annual pay negotiations.
We have a well-established communication
channel with our union colleagues across both
retail and supply chain with a key series of meetings
happening throughout the year. Our relevant senior
management and people teams meet locally with
union representatives from our shops and across
the supply chain in order to ensure that discussions
can be held and decisions can be made at local
levels. These are known as our Joint Consultative
Committees and they are imperative forums for our
senior management teams in the business to hear
the views of our people. These meetings are held
every quarter. The JCCs then feed into our National
Partnership Forums which are again held every
quarter with a forum held in both retail and supply.
These forums are jointly chaired by our Head of
People and a Head of Retail/Supply Chain and
regularly have guests who will join the meetings to
listen to the views of our colleagues on pertinent
business issues.
Our Non-Executive Directors have also attended
these meetings in order to listen to the views of
colleagues. It is at these meetings that there is true
partnership and interaction with our colleagues and
implementation, problem solving and development
work will take place. Finally the Partnership Forums
will then feed into the Greggs Negotiating
Committee (GNC) where 16 union representatives
from around the business meet and we are joined
by a full-time official from the union. The GNC
meets at least six times per year and, at each
meeting, our Chief Executive attends to provide
a business update and takes questions and views
from our colleagues. As well as this on a rotation
basis a member of the Operating Board attends
each of the sessions and our Chairman and
Non-Executive Directors have also attended
this meeting to get feedback.
38
Greggs plc Annual Report and Accounts 2019
Investing in and rewarding
Greggs workforce
The Board recognises that reward plays a critical role
in colleague engagement and is fundamental to the
success of the Company. As a rule, the Company strives
to ensure that the rate paid to its shop staff is ahead of
the National Living Wage, and this is not restricted by
age. Greggs has been running a profit-sharing scheme
for decades, in which 10 per cent of the annual profits
are shared with employees. Our Sharesave Plan enables
colleagues to save money on a regular basis to buy
shares at a discounted rate. In 2019, following a year
of exceptional performance, the Board approved the
allocation of a further £7 million towards a thank you
payment for every employee, contingent on service
during the year, up to a maximum of £300 each.
Next Generation Greggs
As we set out earlier in the Annual Report on page 9, we will
continue to open new shops in food-on-the-go locations.
However, we believe growth will also come from adapting
to changing customer demand by developing our food
offering, opening up new channels like home delivery and
giving customers eating opportunities at all times of the day.
Whilst the Next Generation Greggs strategy presents significant
opportunities, it is not without risk as we seek to partner with
new organisations and develop new systems to do more. The
market we serve is growing and we believe taking these risks will
allow us to grow with it and build market share. As we innovate
and develop our offering with the market, whilst maintaining our
core retail strength, our model will continue to be sustainable
for the future.
Chairman's engagement with shareholders
The Chairman takes responsibility for ensuring that key shareholders are aware of and comfortable with the Board’s
approach to governance, networking widely across the institutional shareholder population, and meeting with larger
shareholders. In 2019, Ian accompanied Sandra Turner in her role as chair of the Remuneration Committee as we
consulted on the proposed new Remuneration Policy that we will be asking shareholders to approve at the AGM
in May. Ian also met several key shareholders to discuss broader governance issues and the Greggs approach.
Following key announcements the anonymised views of shareholders are reported to the Board by Hudson Sandler,
the Company’s financial communications consultants.
Details of the rest of the Board’s engagement with stakeholders more broadly are set out in the Section 172
Statement on pages 42 and 43.
Greggs plc Annual Report and Accounts 2019
39
AccountsDirectors’ ReportStrategic Report Governance report continued
Given this existing track record of employee
engagement by all Board members, during 2019
we did not adopt the option in paragraph five
of the UK Corporate Governance Code (‘the
Governance Code’) for a single director to be
responsible for this important area. We also feel
that the very good relationships that the Company
has with its recognised union representation means
that the creation of another ‘panel’ is not necessary.
The whole organisation is so clearly orientated
towards people that we want every member of
the Board to be engaging with colleagues, rather
than asking just one to undertake this responsibility.
In order to help co-ordinate this, the Board has
now designated Peter McPhillips as the responsible
Non-Executive Director, with effect from and
assuming his re-election as a Director at the
AGM on 13 May 2020.
In 2019, 94 per cent of employees responded to
our annual Employee Opinion Survey, which we
think is a superb return from over 2,000 locations
from Aberdeen to Bournemouth and almost
everywhere in between. We were really pleased
to see that our engagement score, which measures
our colleagues’ emotional connection and
commitment to the Company, had increased
by 2 per cent since 2018, and now stands at
84 per cent.
Division of responsibilities
The Board considers that the Chairman and all
of the Non-Executive Directors are independent.
Full details are set out below, and remuneration
is addressed in the Remuneration Report. Away
from the boardroom, the Chairman communicates
regularly with the Non-Executive Directors both
collectively and individually, giving them plenty
of opportunity to express their opinions and raise
any concerns that they may have.
Sandra Turner is the Senior Independent Director.
As well as chairing the Remuneration Committee,
Sandra chairs at least one meeting of the Non-
Executive Directors annually, without the Chairman
being present. There is a clear division of
responsibility between the Chairman and the
Chief Executive, and terms of reference for each
of the Board committees are in place having
been reviewed and revised to ensure they meet
the requirements of the Code. The precise
responsibilities of the Senior Independent Director
are set out in a role specification that has been
approved by the Nominations Committee and
the Board.
Board meetings are well attended, as the table
below shows:
Attendance
Ian Durant
Roger Whiteside
Richard Hutton
Helena Ganczakowski
Kate Ferry*
Peter McPhillips
Sandra Turner
Allison Kirkby**
* K Ferry appointed 1 June 2019.
** A Kirkby resigned 13 May 2019.
Main Board
Audit Committee
Remuneration
Committee
Nominations
Committee
6/6
6/6
6/6
6/6
3/3
6/6
6/6
3/3
–
–
–
4/4
2/2
4/4
4/4
2/2
–
–
–
5/5
3/3
5/5
5/5
2/2
4/4
–
–
4/4
3/3
4/4
4/4
1/1
All Directors have access to the Company Secretary, whose appointment and removal is one of the matters
reserved to the Board.
40
Greggs plc Annual Report and Accounts 2019
3/5
Non-Executive
Directors
are female.
Board composition
succession and evaluation
The Nominations Committee’s responsibilities are
set out in written terms of reference, available on
the Company’s website. Its primary responsibility
is to ensure plans are in place for orderly succession
to the Board and Operating Board. The Board
Chairman is chair of the Committee, and all
Non-Executive Directors are members. The Chief
Executive is a regular attendee at meetings, and
from time to time the Finance Director is also invited.
During the year, the Nominations Committee
oversaw the appointment of Kate Ferry as an
independent Non-Executive Director and Chair
of the Audit Committee, taking over from Allison
Kirkby, who stepped down from the Board following
the AGM in May. Following the selection of a
suitable search consultancy using an informal tender
process, the preparation of a role description and
interviews with candidates, a final recommendation
was made to the Board for her appointment.
The Nominations Committee has also been
reviewing the tenures of all Directors and has
prepared a succession timetable to cover the
coming five years. The Committee is currently
supported by Heidrick & Struggles out of its
London office. Based on a recommendation
from the Nominations Committee, each of the
Directors offers themselves for re-election.
The Board receives regular updates from the
Chief Executive on the performance of the
Operating Board, and a succession plan is tabled
so that the Board can see the talent pipeline
for each functional area.
Audit, risk and internal control
The report of the Audit Committee on
pages 48 to 55 contains details of the
Board’s approach to audit, risk and control
and should be read in conjunction with the
risk management disclosures on pages 28
to 33, incorporated by reference into this
governance report.
Board evaluation and focus
The Board conducts an annual evaluation of
its activities. As the last externally-facilitated
evaluation was in 2018, for 2019 the Board resolved
to undertake a less formal, yet nonetheless
robust, evaluation involving a series of strategic,
operational and governance questions used
to facilitate discussion. As a result, the Board
has agreed that in 2020 its focus should be on
succession planning to include a refreshed skills
analysis, continuing to develop stakeholder
engagement plans and the strategic move
to Next Generation Greggs, as set out at the
beginning of this Annual Report. The Board has
also committed to monitor plans to improve
allergen labelling, given that the provision of
information and protection to customers with
allergies has been identified as a key risk.
Women in management
The Board as a whole, rather than the Nominations
Committee, monitors the gender balance in the
Company. 69.0 per cent of our employees are
women, with female workers largely within retail
shops. We have a strong representation of women
at the most senior level, with three of the five
Non-Executive Board Directors being female,
placing us 22nd in the FTSE250. At Operating
Board level, excluding the two Executive Directors,
two out of seven are women and approximately
44 per cent of roles reporting into an Operating
Board director are held by women. The Company
is currently running an extensive Women’s
Development Programme, aimed at supporting
and encouraging females to reach the highest
levels of management. Our Chief Executive sits on
the Women’s Business Council and we are pursuing
improvement in diversity through participation in
the National Equality Standard. Further information
on our statutory gender reporting can be found
on page 27.
Remuneration
The Company’s response to the Code’s
requirements on remuneration is set out in
the remuneration report on pages 56 to 83.
Greggs plc Annual Report and Accounts 2019
41
AccountsDirectors’ ReportStrategic Report Governance report continued
Section 172 Companies Act 2006
This statement sets out how the Directors have approached and met their responsibilities under section
172 Companies Act 2006. To avoid repetition of many of the matters reported earlier in the governance
report, particularly in relation to employee engagement, those comments should be considered as
incorporated by reference into this statement. This report is presented in compliance with the Companies
(Miscellaneous Reporting) Regulations 2018 and the Governance Code. The Directors have a history of
regular engagement with stakeholders, including colleagues, customers, suppliers and shareholders. As was
reported last year, the Board undertook some analysis of its key stakeholders, and has since been keeping
a log of participation in order to be able to report to shareholders. A number of examples of interaction
with stakeholders are set out below.
Learnings
These sessions give effect to the Board’s policy
on diversity and encourage female colleagues to
achieve their full potential. The Directors are able
to see the female talent within the Company and to
form a view on the quality of succession planning.
Shop visits
Directors visit shops as part of formally organised
visits, usually accompanied by a senior member
of the Retail Management team, and are able
to talk to customers and staff. Such visits also
include opportunities to compare product
offerings and retail operations in competitors’
shops. Directors visit shops informally and
unaccompanied on a regular basis, providing
feedback to management on both positive
and negative findings from their visits.
Learnings
This gives Directors the opportunity to see
how the Company’s people policies operate
at shop floor level. It also allows Directors
to understand, for example, the impact that
operational changes needed to effect legal
requirements can have on the working life
of shop colleagues.
Customers
Ian and Helena attended a working session with
the whole customer and marketing team, in order
to better understand Greggs marketing philosophy
and sources of customer insight, and how these
inform the marketing strategy. To bring it to life,
the team presented a full Vegan Sausage Roll case
study where every team member talked through
their role in making the integrated campaign such
a success.
Learnings
Seeing how customer insight is gathered,
interpreted, and translated into a marketing
campaign enables Directors clearly to see the return
on the marketing investment. It links directly to the
Company’s vision to be the ‘customers’ favourite for
food-on-the-go’. Understanding the customer view
has helped the Non-Executive Directors scrutinise
and offer support to Next Generation Greggs.
People
As mentioned in the governance report, a rolling
programme of Listening Groups has commenced,
attended by at least one Non-Executive Director.
Learnings
A key strand of the Company’s sustainability
strategy is to ensure it is a great place to work.
Listening to colleagues is crucial for Directors
to understand what workforce plans need to be
in place, and the challenges faced by people
at every level of the organisation.
Women
Ian, Allison (before she stepped down from the
Board) and Helena all attended sessions of the
Women’s Development programme, sharing their
executive and non-executive career experiences as
part of encouraging women to attain the highest
levels of management.
42
Greggs plc Annual Report and Accounts 2019
Suppliers
The Commercial function holds regular ‘top-to-top’
meetings with key suppliers. The Chief Executive
has a standing invitation to attend such meetings.
Peter attended a meeting with the Company’s pork
supplier, to understand its strategic objectives,
Greggs role as a key customer, and the market
for pork products generally.
Learnings
The Company spends around 24 per cent of its
turnover on purchasing ingredients. Hearing from
key suppliers about the challenges they face allows
Directors to better understand the risks within
the supply chain.
Production
The Company usually organises at least one Board
meeting per year at a production and/or distribution
centre, where Directors are able to see new and
old production lines in action and experience
the changes made as part of the centralisation
programme that has been running for the last
five years. The Directors also get the opportunity
to meet shop floor production operatives and
management to hear of the challenges they face
and what they consider makes Greggs a great place
to work. We regret that a Board schedule change
prevented this from happening in 2019, but plan
to schedule such a meeting in 2020. Separately,
given his executive experience in food manufacturing,
Peter has visited a number of production centres
and attended a number of supply chain meetings
to support the team in the execution of the Supply
Chain strategy.
Learnings
Greggs is unusual for a retailer in that it also
produces around 70 per cent of the food it sells.
Visiting production facilities helps the Directors
to appreciate the production and logistical
complexities required to make daily deliveries
to over 2,000 shops.
Shareholders
Ian and Sandra have conducted an extensive
consultation exercise with key institutional
shareholders as part of the formulation of the new
Remuneration Policy which is due to be considered
by shareholders when they meet at the AGM
on 13 May 2020. The consultation exercise also
included communication with and feedback from
key proxy agencies, including ISS, Glass Lewis and
the Investment Association. Roger and Richard have
regular meetings with institutional shareholders,
both as part of an organised roadshow following
half and full year results announcements, and in
response to ad hoc requests from current and
prospective national and international institutional
investors. The AGM is well attended by around
70 individual shareholders. Tea and coffee are
served before the meeting, and Directors and
senior management mingle with attendees, who
also have the opportunity to visit a number of
stands providing information about, for example,
the Company’s sustainability activity and the
work of the Greggs Foundation. After the formal
meeting, attendees enjoy a sit-down Greggs
buffet lunch which includes old favourites and
new product offerings.
Learnings
In 2019, this included understanding how the
Company’s executive remuneration policy would
be received by a number of major institutional
shareholders and commentators.
Pensioners
The interests of members in the closed defined
benefit pension scheme are regularly considered
by the Board. Richard has met the defined benefit
pension trustees, and he maintains a strong working
relationship between the Company and the trustees.
There is also an annual informal meeting of former
senior managers, now enjoying retirement, who are
briefed on Company performance. It is proposed that
pension arrangements for current employees will be
the subject of a future Listening Group. As is referred
to in the Finance Director’s report on page 22, the
Company made a one-off payment of £5 million into
the defined benefit scheme to assist the scheme’s
trustee in its preparations for a buy-out of liabilities
when the funding level permits.
Learnings
The pension trustee is a significant creditor of
the Company, in the sense of the defined benefit
promise that has been made to employees.
By working with the trustees, the Company aims
to get the scheme to a state of independence
in the next 10-15 years.
These items are given as examples of the Directors’
application of the principles of s172 Companies Act
across the year, and is not an exhaustive list. With
ongoing guidance from the Company Secretary and
Board advisers, and by networking and monitoring
developments in stakeholder engagement and
the other aspects of the s172 duties, the Board will
continue to develop its approach.
Greggs plc Annual Report and Accounts 2019
43
AccountsDirectors’ ReportStrategic Report Governance report continued
Other disclosures
Directors and their interests
The names of the Directors in office during the year,
together with their relevant interests in the share
capital of the Company at 30 December 2018 and
28 December 2019 are set out in the Directors'
remuneration report on page 81. Details of the
Directors’ share options are set out in the Directors’
remuneration report on page 79.
Under the authority granted to them in the
Company’s articles of association, the Board has
considered carefully any situation declared by
any Director pursuant to which they have or might
have a conflict of interest and, where it considers
it appropriate to do so, has authorised the
continuation of that situation. In exercising their
authority, the Directors have had regard to their
statutory and other duties to the Company.
Directors’ indemnities and conflicts
As at the date of this report, indemnities are in
force under which the Company has agreed to
indemnify the Directors, to the extent permitted
by law, in respect of losses arising out of, or in
connection with, the execution of their duties,
powers or responsibilities as Directors of the
Company. The indemnities do not apply in
situations where the relevant Director has been
guilty of fraud or wilful misconduct.
MFS Investment Management
Blackrock Inc
Standard Life Aberdeen plc
Norges Bank
Additional information
– The information set out within the governance
report in pages 36 to 43 forms part of the
Directors’ report.
– Greenhouse gas emissions: All disclosures
concerning the Group’s greenhouse gas
emissions (as required to be disclosed under
the Companies Act 2006 (Strategic Report
and Directors’ Report) Regulations 2013 are
contained in the non-financial KPIs on page 27.
Authority to purchase shares
At the AGM on 21 May 2019, the shareholders
passed a resolution authorising the purchase
by the Company of its own shares to a maximum
of 10,100,000 ordinary shares of two pence each.
That authority had not been used as at
28 December 2019.
The authority remains in force until the conclusion
of the AGM in 2020 or 20 August 2020, whichever
is the earlier. It is the Board’s intention to seek
approval at the 2020 AGM for the renewal of
this authority.
44
Greggs plc Annual Report and Accounts 2019
Substantial shareholdings
At 3 March 2020 the only notified holdings of
substantial voting rights in respect of the issued
share capital of the Company (which may have
altered since the date of such notification, without
any requirement for the Company to have been
informed) were:
Number of shares
held
Percentage of
issued share
capital
10,029,195
5,093,306
4,215,395
3,037,358
9.915%
5.03%
4.167%
3.022%
Takeover directive information
Following the implementation of the European
Directive on Takeover Bids by certain provisions of
the Companies Act 2006, the Company is required
to disclose certain additional information in the
Directors’ Report. This information is set out below:
– The Company has one class of share in issue
being ordinary shares of two pence each. As
at 3 March 2020, there were 101,155,901 such
ordinary shares in issue. There are no shares in
the Company that grant the holder special rights
with regard to the control of the Company;
– At general meetings of the Company, on a show
of hands, every shareholder present in person
or by proxy has one vote only and, in the case
of a poll, every shareholder present in person
or by proxy has one vote for every share in the
capital of the Company held by him or her;
– The Company’s articles of association set out
the circumstances in which shares may become
disenfranchised. No shareholder is entitled,
unless the Directors otherwise determine, in
respect of any share held by him or her to be
present or vote at a general meeting either
personally or by proxy (or to exercise any other
right in relation to meetings of the Company)
in respect of that share in certain circumstances
if any call or other sum is payable and remains
unpaid, if the shareholder is in default in
complying with a duly served notice under
section 793(1) of the CA 2006 or if any
shareholder has failed to reply to a duly served
notice requiring him or her to provide a written
statement stating he or she is the beneficial
owner of the shares;
– A notice convening a general meeting can
contain a statement that a shareholder is not
entitled to attend and vote at a general meeting
unless his or her name is entered on the register
of members of the Company at a specific time
(not more than 48 hours before the meeting)
and if a shareholder’s name is not so entered
he or she is not entitled to attend and vote;
– Under the Company’s articles of association the
Directors may, in their absolute discretion, refuse
to register the transfer of a share in certified form
in certain circumstances where the Company has
a lien on the share (provided that the Directors
do not exercise their discretion so as to prevent
dealings in partly paid shares from taking
place on an open and proper basis), where a
shareholder has failed to reply to a duly served
notice under section 793(1) CA 2006 or if a
transfer of a share is in favour of more than four
persons jointly. In addition, the Directors may
decline to recognise any instrument of transfer
unless it is in respect of only one class of share
and is deposited at the address at which the
register of members of the Company is held (or
at such other place as the Directors may
determine) accompanied by the relevant share
certificate(s) and such other evidence as the
Directors may reasonably require to show the
right of the transferor to make the transfer. In
respect of shares held in uncertificated form the
Directors may only refuse to register transfers
in accordance with the Uncertificated Securities
Regulations 2001 (as amended from time to time);
– Under the Company’s code on dealings in
securities in the Company, persons discharging
managerial responsibilities and some other
senior executives may in certain circumstances
be restricted as to when they can transfer shares
in the Company;
– There are no agreements between shareholders
known to the Company which may result
in restrictions on the transfer of shares or
on voting rights;
– Where, under an employee share plan operated
by the Company, participants are the beneficial
owners of shares but not the registered owner,
the voting rights are normally exercised by the
registered owner at the direction of the participant;
– The Company’s articles of association may only
be amended by special resolution at a general
meeting of the shareholders;
– The Company’s articles of association set out
how Directors are appointed and replaced.
Directors can be appointed by the Board or by
the shareholders in a general meeting. At each
Annual General Meeting, any Director appointed
by the Board since the last Annual General
Meeting must retire from office but is eligible
for election by the shareholders. Furthermore,
the Board has resolved that, in line with
Corporate Governance Code (2018 revision),
all the Directors will be subject to annual
re-election by shareholders. Under the CA 2006
and the Company’s articles of association,
a Director can be removed from office by the
shareholders in a general meeting;
– The Company’s articles of association set out
the powers of the Directors. The business of
the Company is to be managed by the Directors
who may exercise all the powers of the Company
and do on behalf of the Company all such acts
as may be exercised and done by the Company
and are not by any relevant statutes or the
Company’s articles of association required
to be exercised or done by the Company in
general meeting, subject to the provisions of any
relevant statutes and the Company’s articles of
association and to such regulations as may be
prescribed by the Company by special resolution;
– Under the CA 2006 and the Company’s articles
of association, the Directors’ powers include
the power to allot and buy back shares in the
Company. At each Annual General Meeting,
resolutions are proposed granting and setting
limits on these powers;
– The Company is not party to any significant
agreements which take effect, alter or terminate
upon a change in control of the Company,
following a takeover bid; and
Greggs plc Annual Report and Accounts 2019
45
AccountsDirectors’ ReportStrategic Report report and accounts, taken as a whole, is fair,
balanced and understandable, and provides the
necessary information for shareholders to assess
the Company’s performance, business model,
and strategy.
A statement of Directors’ responsibilities in respect
of the preparation of accounts is given on page 85.
A statement of auditor’s responsibilities is given
in the report of the auditor on page 92.
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 (see basis of preparation on page 99). The
Board’s viability statement made in accordance with
Code provision C.2.2 can be found on page 29.
Policies
Freedom of association
At Greggs, we recognise the right of all employees
to freedom of association and collective bargaining.
Whilst we do not have a formal Freedom of Association
policy, the Company encourages all its employees
in bakeries, shops and offices to become, and
remain, members of a union.
Bribery and corruption
Greggs has an Anti-Bribery and Corruption policy
which applies to all employees and prohibits the
offering, giving, seeking or acceptance of any
bribe in any form to any person or company by
acting on its behalf, in order to gain an advantage
in an unethical way.
Business conduct
We have a specific policy that sets out the
standards of ethical behaviour that are expected of
all employees. All graded managers, and members
of the procurement department, are required to
make an annual confirmation of their compliance
with the policy.
Governance report continued
– There are no agreements between the Company
and its Directors or employees providing for
compensation for loss of office or employment
(whether through resignation, purported
redundancy or otherwise) that occurs because
of a takeover bid. Details of the Directors’
service agreements and terms of appointment
are set out in the Directors’ remuneration report
on pages 56 to 83. However, provisions in the
employee share plans operated by the Company
may allow options to be exercised on a takeover.
Employees
Applications for employment of disabled persons
are always fully considered, bearing in mind the
aptitudes of the applicant concerned. In the event
of members of staff being disabled every effort is
made to ensure that their employment within the
Company continues and that appropriate training
is arranged. It is the policy of the Company that
the training, career development and promotion
of disabled people should, as far as possible,
be identical to that of other employees.
Significant relationships
The Group does not have any contractual or other
relationships with any single party which are essential
to the business of the Group and, therefore, no such
relationships have been disclosed.
Accountability, audit
and going concern
The Board acknowledges its responsibility to present
a fair, balanced and understandable assessment
of the Company’s position and prospects. In order
to assist the Board to comply with the requirements
within the Governance Code, each year the Audit
Committee is requested to undertake an assessment
of the annual report and to make a recommendation
to the Board. This request has been enshrined
within the Audit Committee’s terms of reference,
which are available at corporate.greggs.co.uk.
The actions undertaken by the Audit Committee
in confirming its advice to the Board included the
consideration of a detailed review that has been
undertaken by the Head of Business Assurance and
reviewing the annual report as a whole to confirm
that it presents a fair, balanced and understandable
assessment. In considering the advice of the Audit
Committee, and having reviewed the annual report
including the contents of the strategic report on
pages 4 to 33, together with the statutory accounts
themselves, the Board duly considers the annual
46
Greggs plc Annual Report and Accounts 2019
Whistle-blowing
Our ‘whistle-blowing’ policy creates an environment
where employees are able to raise concerns without
fear of disciplinary action being taken against them
as a result of any disclosure. Any matters raised are
treated in confidence and an independent review
will be undertaken where it is appropriate. The
Chair of the Audit Committee is the designated first
point of contact for any concerns which cannot be
addressed through normal management processes.
Political donations
Greggs has a clear policy forbidding political
donations or contributions. This includes financial
and in-kind contributions made by the Company.
Disclosure of information
to the auditor
Each of the Directors who held office at the date
of approval of this Directors’ report confirms that,
so far as they are individually aware there is no
relevant audit information of which the Company’s
auditor is unaware and that they have taken all the
steps that they ought to have taken as a Director
to make themselves aware of any relevant audit
information and to establish that the Company’s
auditor is aware of that information.
By order of the Board
Jonathan D Jowett
Company Secretary
Greggs plc (CRN 502851)
Greggs House
Quorum Business Park
Benton Lane
Newcastle upon Tyne
NE12 8BU
3 March 2020
Greggs plc Annual Report and Accounts 2019
47
AccountsDirectors’ ReportStrategic Report Audit Committee report
The Committee
plays an
important part
in the governance
of the Company
48
Greggs plc Annual Report and Accounts 2019
Dear Shareholder
As Chairman of the Audit Committee, I am pleased to present
the report of the Audit Committee for the 52 weeks ended
28 December 2019.
I joined the Committee in June 2019 and spent time with
the Finance Director and his team, internal and external
audit and other members of senior management, in order
to understand the key matters Greggs faces. I am pleased
to see that the Committee plays an important part in the
governance of the Company with its principal activities
focused on the integrity of financial reporting, quality and
effectiveness of internal and external audit, risk management
and the system of internal control.
In this report, we aim to share some of the Committee’s
discussions from the year, providing insight regarding the
role of the Committee, the main matters considered by the
Committee during the year and the conclusions drawn.
We meet formally at key times within our reporting calendar
and the agendas for our meetings are designed to cover
all significant areas of risk over the course of the year and
to provide oversight and challenge to the key financial
judgements, controls and processes that operate within
the Company.
The Committee continues to keep its activities under review
in the light of regulatory developments and the emergence of
best practice. 2019 saw the introduction of IFRS 16 Leases and
these are the first full accounts prepared in accordance with
this standard. It has had a significant impact on the Company’s
accounts as described in more detail both within this report
and in the Notes to the accounts but I am very pleased that
the implementation has been executed successfully.
We expect fewer changes in 2020 in financial reporting terms
but key topics for consideration will be climate-related and
workforce-related reporting and the need to prepare for new
reporting requirements coming into force by 2022. As noted
in the body of my report we will be conducting an audit tender
during 2020 so this will also be a key matter for the Committee
during the year.
Overall, I am satisfied that the activities of the Committee
enable it to gain a good understanding of the key matters
impacting the Company during the year along with oversight
of the governance and operation of its key controls, and
ultimately to draw the conclusions set out in the following
report. I will be available at the AGM to answer any questions
about our work.
Kate Ferry
Chair of the Audit Committee
3 March 2020
– monitoring compliance with the Listing
Rules and the recommendations of the
Governance Code;
– overseeing the Company’s external and internal
auditors and reviewing the effectiveness and
objectivity of the audit process; and
– reporting to the Board on how it has discharged
its responsibilities.
Meetings during the year
The Audit Committee met four times during the
year. Details of Committee members’ attendance
are given on page 40.
The Committee normally invites the Company
Chairman, the Executive Directors, the Head of
Business Assurance and the external auditor to
attend its meetings. Time is set aside bi-annually
for discussion with the external auditor and with
the Head of Business Assurance, in each case in the
absence of all Executive Directors. The Committee
also has access to the Company’s management
team and to its auditor and can seek further
professional advice, at the Company’s cost, if
required. The Chair has regular contact with the
Finance Director, and internal and external auditors,
in addition to scheduled Committee meetings to
ensure that emerging issues are addressed. She also
has access to an audit partner independent of the
partner responsible for the audit.
Composition
The Audit Committee is comprised of the following:
Kate Ferry (Chair)
Helena Ganczakowski
Peter McPhillips
Sandra Turner
It is the practice of the Company for all
independent Non-Executive Directors to serve
as members of the Audit Committee. Allison
Kirkby retired from the Board at the Annual
General Meeting in May. Kate Ferry was
appointed as Director and Audit Committee
Chair on 1 June 2019.
Training is provided for any new members of the
Audit Committee by way of a thorough induction
process which includes access to the external
auditor, the Head of Business Assurance and
relevant members of management.
The Directors’ biographies on pages 34 and 35
detail the Committee members’ previous
experience and demonstrate that they have
experience individually in a range of disciplines
relevant to Greggs business. The Board
considers that Kate Ferry has recent and
relevant financial experience.
Role and responsibilities
The Terms of Reference of the Committee
can be accessed at: corporate.greggs.co.uk/
investor-centre/corporate-governance/Company-
documents.
The key responsibilities of the Audit Committee are:
– ensuring that the accounting and financial
policies of the Company are proper
and effective;
– assisting the Board in fulfilling its oversight
responsibilities by monitoring the integrity
of the accounts and information published
by the Company and reviewing significant
financial judgements contained in them;
– advising the Board on whether it believes the
annual report and accounts, taken as a whole,
is fair, balanced and understandable and
provides the information necessary for
shareholders to assess the Company’s position
and performance, business model and strategy;
– reviewing the internal financial controls and
the Group’s approach to risk management;
– overseeing whistle-blowing arrangements;
Greggs plc Annual Report and Accounts 2019
49
AccountsDirectors’ ReportStrategic Report Audit Committee report continued
Financial reporting
In 2019 the Audit Committee reviewed the 2018 annual report, interim results, preliminary results announcement and reports from
the external auditor on the outcome of their reviews and audits.
During the year, and up to the date of this report, the Committee considered key accounting issues and judgements and related
disclosures in the Group’s accounts. The significant areas of judgement considered by the Committee in relation to the accounts
for the 52 weeks ended 28 December 2019 are as follows:
Area of focus
Accounting for leases
Action taken
IFRS 16 Leases became effective for 2019 and was adopted
by the Group on 30 December 2018. As a result of this,
lease liabilities, representing the obligation to make lease
payments, are recognised on the balance sheet together
with corresponding right-of-use assets. In the income
statement rent costs have been replaced by a straight-line
depreciation charge on each right-of-use asset and an
interest charge that reduces over the lease term.
The Committee considered the accounting requirements of IFRS
16 when determining the accounting policies to be adopted in
respect of lease accounting, both on implementation and on an
ongoing basis. Particular attention was paid to the judgements
which are required to value lease liabilities, namely the adoption of
an appropriate discount rate and the determination of lease term.
Details of the approach are set out in the accounting policies on
pages 99 and 102.
At the end of 2019 the Group has recognised right-of-use
assets of £272.7 million and lease liabilities totalling £275.7
million. Charges to the income statement of £50.8 million in
respect of depreciation and £6.6 million in respect of interest
were recognised. The Group has applied the modified
approach to transition whereby initial right-of-use asset
values equal lease liabilities – comparative information has
therefore not been restated.
The Committee considers that the judgements made are
appropriate to the Group’s particular circumstances. They were
discussed with the external auditor in advance of their adoption.
The Committee continues to review and monitor developments
in this area to ensure that judgements made are up to date and
remain valid and that the approach adopted is still appropriate
to the Group’s circumstances.
Understanding and treatment of exceptional items
The accounts include exceptional items in the current year.
Total exceptional costs of £5.9 million were incurred in
2019 (2018: £7.2 million).
This relates to the restructuring of Supply Chain operations
(2018: £5.9 million) and in 2019 comprises mainly the
one-off costs associated with the transfer of activity
between sites as we consolidate our manufacturing
operations into centres of excellence. Costs in the prior
year related largely to redundancy – a full breakdown
for both years is given in Note 4 to the accounts.
The prior year also included an exceptional charge of £1.7
million in relation to the gender equalisation of guaranteed
minimum pensions (GMP) payable from our defined benefit
pension scheme. The judgements applied in recognising
this amount are noted below. The one-off nature of this
charge led to its disclosure as exceptional.
In addition, £0.4 million was credited to exceptional items
in 2018, being the release of prior years’ provisions relating
to the settlement of various property transactions.
The Committee considered the accounting requirements of IAS 1
relating to the separate disclosure of material items of income or
expense together with the FRC’s guidance on the subject, with
reference to:
i). the costs arising from the decision, announced in March 2016,
to invest in and reshape the Company’s supply chain in order
to support future growth;
ii). in 2018, the equalisation of GMP payable from our defined
benefit pension scheme; and
iii). the provision of £7.0m in 2019 for the special ‘thank you’
payment made to employees in January 2020.
The Committee ensured that consistent principles were
established (and agreed with the external auditor) early in the
process and that reporting is suitably clear. The Committee gave
careful consideration to the judgements made in the separate
disclosure of non-underlying items, both in respect of events
occurring in 2019 and also changes in circumstance in respect of
provisions relating to events from prior years, ensuring that the
annual report as a whole presents a balanced view, including the
presentation of GAAP and non-GAAP measures.
It concluded that separate disclosure should be made of charges
incurred in 2019 related to the supply chain investment programme
and those incurred in 2018 related to GMP equalisation but not the
charges in 2019 related to the ‘thank you’ payment to employees.
50
Greggs plc Annual Report and Accounts 2019
Area of focus
Action taken
Accounting for defined benefit pension schemes
The determination of the defined benefit pension obligation
depends on the selection of certain assumptions including
the discount rate, inflation rates and mortality rates.
The net liability held in relation to defined benefit
pension schemes at the end of 2019 was £0.6 million
(2018: £8.4 million). There was an exceptional charge
to the income statement in 2018 of £1.7 million.
The UK High Court ruled on 26 October 2018 in respect of
the gender equalisation of guaranteed minimum pensions
(GMPs) for occupational pension schemes. The judgment
requires equalisation between men and women for the
effect of unequal GMPs accrued between 1990 and 1997
and describes the applicable ways in which the benefit
entitlements should be equalised.
The ruling is expected to be appealed and so detailed
individual calculations have yet to be performed by the
scheme actuary. An estimate of the additional liability
has been incorporated in the accounting valuation of
the defined benefit obligation at 28 December 2019.
The resulting charge to the income statement was treated
as an exceptional item in 2018 as noted above. Any
difference between this estimate and the actual liability
will be recognised in other comprehensive income in the
year in which it is determined.
Fair, balanced and understandable
The Committee is responsible for advising the Board on
whether it believes the annual report and accounts, taken
as a whole, is fair, balanced and understandable.
Pension scheme liabilities are assessed on behalf of the Company
by independent actuaries. The Committee assessed the underlying
assumptions and concluded that they were appropriate and also
discussed the appropriateness of the assumptions with the
external auditor.
The Committee continues to monitor legal developments in
respect of GMP equalisation as discussed further in Note 4.
The Committee received a report from the Head of Business
Assurance who is not involved in the preparation of the annual
report and accounts and who conducted an independent review
of it. The following factors were considered during the course of
this review:
– ensuring that all the statements are consistent with one another;
– verifying that figures in the narrative sections are consistent
with the relevant financial detail;
– identifying any duplication of information;
– ensuring that the disclosure of non-underlying items is balanced;
– confirming that ‘bad news’ is included, as well as ‘good news’; and
– highlighting any inappropriate use of technical language or jargon
The Audit Committee considered the feedback from this report
alongside its own review of the annual report and accounts when
making its recommendation to the Board regarding fair, balanced
and understandable.
Greggs plc Annual Report and Accounts 2019
51
AccountsDirectors’ ReportStrategic Report Audit Committee report continued
Financial reporting continued
Area of focus
Going concern
The accounts continue to be prepared on a going
concern basis.
Viability
The Board is required to consider the period over which
it is able to conclude that the Company will remain viable,
having taken into account severe but plausible risks and
risk combinations.
Action taken
Information provided by the Finance Director regarding future
financial plans, risks and liquidity is presented to the Committee
to enable it to determine whether the going concern basis of
accounting remained appropriate.
The Committee reviewed and challenged the assumptions used
and concluded that the Board is able to make the going concern
statement on page 46 of the Directors’ report.
The Committee reviewed the process undertaken by management
to support and allow the Directors to assess the Group’s long-
term prospects and make its viability statement. The Committee
considered and provided input into the determination of which of
the Group’s principal risks and combinations thereof might have
an impact on the Group’s liquidity and solvency. In particular, the
possible impact of Britain leaving the EU’s free trade arrangements
was applied in combination with other principal risks.
The Committee reviewed the results of management’s scenario
modelling and the stress testing of these models. The Committee
reviewed and challenged the assumptions used and concluded
that the Board is able to make the viability statement on page 29
of the strategic report.
The Committee also considered other key accounting issues and related disclosures in the Group’s accounts as follows:
– whether any changes in accounting policy were required following changes in the business or in legislation;
– whether the Company’s tax policy remains appropriate;
– the impact of changes in accounting standards and their relevance, if any, to the Company; and
– reports from the Company Secretary and Finance Director which assess the Company’s compliance with the Listing Rules.
External audit
Assessing external audit effectiveness
The Audit Committee discussed and agreed the scope of the audit with the external auditor and agreed their fees in respect
of the audit.
The Committee reviewed the effectiveness of the external audit in line with the Financial Reporting Council’s ‘Practice aid for audit
committees’ (May 2015). It considered the results of external quality inspections by the Audit Quality Inspection Team on other
KPMG clients. It sought feedback from senior management, by way of a detailed questionnaire, in respect of the effectiveness
of the audit process with particular reference to audit planning, design, and execution.
The Committee also considered the effectiveness of the audit through the reporting from and communications with the auditor
and an assessment of the auditor’s approach to key areas of judgement and any errors identified during the course of the audit.
The Committee concluded that the audit was effective and that the relationship and effectiveness of the external auditor be kept
under review.
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Greggs plc Annual Report and Accounts 2019
Appointing the auditor and safeguards on non-audit services
The Committee’s policy on auditor appointment is to consider annually whether to conduct an audit tender for audit quality
or independence reasons. KPMG has been the Company’s auditor for more than 20 years. In order to comply with the Statutory
Audit Services for Large Companies Market Investigation (Mandatory use of Competitive Tender Process and Audit Committee
Responsibilities) Order 2014 the Company is required to change audit firms no later than the conclusion of the 2020 audit, which
it plans to do.
The Audit Committee has put in place a process to conduct an audit tender for the appointment of a new auditor. This will be
carried out during the summer of 2020 such that a recommendation can be made to the Board in the autumn, thereby giving the
preferred firm the opportunity to shadow KPMG (assuming they are reappointed) for the 2020 audit, before being recommended
to shareholders for appointment at the 2021 AGM.
It is the responsibility of the Committee to monitor the independence and objectivity of the external auditor (including the impact
of any non-audit work undertaken by it) and its suitability for reappointment.
The Company has a formal policy to ensure that the provision of non-audit services by the external auditor for non-audit work does
not compromise the auditor’s independence or objectivity. It monitors the level and type of non-audit fees on an annual basis and
ensures that the overall level of non-audit fees remains in line with current ethical guidance governing the accounting profession.
The Audit Committee favours a presumption that non-audit work will be awarded to a firm other than the audit firm unless there
is a good reason to use the auditor. An annual base plan for non-audit fees paid to the external auditor is agreed in advance
by the Audit Committee. Expenditure in accordance with this plan can then be committed without further referral to the
Audit Committee. Expenditure that is not included in the agreed plan is subject to strict authority limits and is reviewed by
the Committee.
All use of the external auditor for non-audit work must be reported to and approved by the Committee. In circumstances where
non-audit fees are significant relative to the audit fee an explanation would be provided in the subsequent Audit Committee
Report. In addition, the Audit Committee ensures that the external auditor has its own policies and is subject to professional
standards designed to safeguard their independence as auditor.
The Audit Committee has reviewed whether, and is satisfied that, the Company’s auditor, KPMG LLP, continues to be objective
and independent of the Company. KPMG LLP did perform non-audit services during 2019 for the Group but the Audit Committee
is satisfied that its objectivity was not impaired by such work.
In 2019, the charge to the income statement in respect of non-audit fees paid to KPMG LLP and related KPMG operations
amounted to £15,000 (which is 9 per cent of the audit fee for the year) and related to audit of turnover statements required
by shop landlords.
In 2019 there was also a charge to the income statement of £20,000 in respect of the audit of the 2018 accounts, which was agreed
with KPMG after the completion of the 2018 audit.
Reappointment of auditor
In accordance with Section 489 of the Companies Act 2006, a resolution for the reappointment of KPMG LLP will be proposed
at the forthcoming AGM.
Risk management and internal control
Internal Control
The Committee reviewed the Company’s internal control environment to satisfy itself that procedures are in place to ensure
that assets are well protected, authority levels for expenditure are clear, segregation of duties exists and performance is regularly
monitored. Processes are in place to ensure that key controls are being operated and compliance with these processes is the
subject of inspection by the Internal Audit team within the Business Assurance function, and subsequent review and oversight
by the Audit Committee.
Greggs plc Annual Report and Accounts 2019
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AccountsDirectors’ ReportStrategic Report Audit Committee report continued
Risk management and internal control continued
Whistle-blowing
The Company’s whistle-blowing policy is made available to all employees through the intranet, as well as via posters displayed
across the business. This gives information regarding how to raise a concern in strict confidence. Three reports were made during
the year, relating to staff behaviour and product theft. All events were reported directly to the Chair of the Audit Committee by
telephone. All instances have been investigated and appropriate action taken to resolve the concerns.
The Company’s whistle-blowing policy was reviewed and updated during the year, to ensure that it complies with latest best
practice. The revised policy was approved by the Audit Committee, and has been shared across the business via our intranet page.
Risk management process
The Audit Committee undertakes a review of the risk management process in the Group at least annually, as set out in its terms
of reference. The process is detailed on page 28, and has been reviewed by the Committee to confirm its appropriateness in light
of the risks identified. The key areas that the Committee has specifically considered are as follows:
Area of focus
Action taken
Financial reporting and control
Judgemental areas in the accounts are considered by the Committee, to provide
challenge to the process. The Committee has considered the Company’s approach
to lease accounting requirements under IFRS 16, and associated disclosures.
The Committee also inputs into the process to confirm the business’ viability and going
concern status.
Corporate tax compliance
Following a review by the Operating Board, the Audit Committee approved the
Company’s tax strategy for publication.
Business transformation
The Committee continues to receive reports on the Company’s transformation
programme, including the implementation of SAP into manufacturing sites and
payroll systems.
External auditor appointment
The Committee has approved the proposed tender process for the appointment
of a new external auditor.
Cyber risk and information security
New and emerging risks
The adequacy of the Company’s approach to cyber risk and information security
is considered at every Audit Committee meeting, by receiving a regular update
on activity and levels of risk.
The Audit Committee reviews areas of new and emerging risk as identified by the
business via the Risk Committee. It raises any other areas which it believes should
be documented within the Company’s risk register.
Review of principal risks
and uncertainties
The statement of principal risks and uncertainties was prepared by the Risk Committee,
based on its discussions during the year. The statement was then considered and
approved by the Audit Committee, ahead of its inclusion in the annual report.
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Greggs plc Annual Report and Accounts 2019
Internal Audit
The work of the Internal Audit function is set out in more detail within the principal risks and uncertainties statement on pages
28 to 33 of this annual report. The team is led by the Head of Business Assurance, supported by the Risk Manager, the Data
Protection Analyst and 16 auditors. The majority of the Audit team works across the Retail estate to provide assurance over the
Company’s retail operations.
The Audit Committee approves the annual plan for the team and monitors progress against that plan. The effectiveness of
the Internal Audit team and its level of resource are reviewed by the Committee at least annually. This review includes assessing
the delivery of the audit plan, considering the function’s output across the year, and evaluating colleague feedback received by
the team.
Committee effectiveness
Each year the Committee reviews critically its own performance, assisted by consideration of a series of questions, and considers
where improvements can be made.
Kate Ferry
Chair of the Audit Committee
3 March 2020
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AccountsDirectors’ ReportStrategic Report Directors’ remuneration report
We are aiming
to continue with
our transparent
and open
approach towards
remuneration
at Greggs.
Dear shareholders
I am pleased to present our remuneration report for 2019.
In line with best practice we are aiming to continue with our
transparent and open approach towards remuneration at
Greggs. We will continue to ensure that our report is clear,
simple and easy to read, providing explanations and rationale
to our decision making throughout the different sections of
the report.
The report is made up of three key sections:
– My annual Chair’s letter.
– Our three-year remuneration policy report, which sets
out a summary of the Directors’ remuneration policy for
all Directors of Greggs. This is our new policy for the three
years commencing 2020, that will be tabled at our AGM
to be held on 13 May 2020, to be formally agreed by
shareholders by way of a binding vote.
– Our annual remuneration report, split into two sections
that set out:
– how our remuneration policy will be implemented in 2020
in line with our new proposed three-year policy; and
– how our remuneration policy was implemented in 2019.
This is an audited section of the report outlining the
remuneration of the Company’s Executive and Non-
Executive Directors during the 52 weeks ended
28 December 2019.
The annual remuneration report will be subject to an advisory
shareholder vote at the 2020 AGM.
During 2019, the Committee undertook an extensive review
of the current policy, taking into close account the fact
that executive remuneration continues to be a key focus
for shareholders, as well as being a topic that is regularly
discussed in the public domain. As well as this, the Committee
has continued to assess the effectiveness of overall levels
of remuneration and the alignment with business strategy,
overall workforce remuneration, emerging market practice,
the revised UK Corporate Governance Code and the best
practice expectations of investors and others.
The Committee has also monitored and reviewed the
effectiveness of the current remuneration policy since it was
first approved by shareholders at the 2017 AGM and taken
into account a number of reference points, both internal
and external. Independent advice was also sought, where
appropriate, from the Committee’s advisers.
Remuneration policy
The new three-year remuneration policy consists of the following elements:
– fixed pay – base salary, pension and benefits; and
– variable pay – annual bonus (paid in both cash and deferred shares) and performance share plan (‘PSP’) measuring long-term
performance and delivered in shares.
The Committee believes that the current structure works well. It is simple and consistent, with pay outcomes dependent upon
performance linked to our business strategy as well as taking into account our wider workforce remuneration and specific culture.
It ensures a significant proportion of pay is delivered in shares to provide alignment with investors and incorporates best practice
features, including a two-year post-vesting holding period for PSP awards.
Our approach to remuneration has been developed against the backdrop of exceptional performance in delivery of the strategy.
Since announcing our five-year strategic plan in 2013, transforming the business from a traditional bakery into a modern food-on-
the-go-retailer, we have delivered excellent operational and financial performance. In the six years since 2013 our Company-
managed shop like-for-like sales have grown by 29.2 per cent and pre-tax profit (excluding exceptional items) has increased by
130 per cent, reflecting sales growth combined with significant savings arising from structural changes and investment in better
processes and systems. This is reflected in strong EPS growth (averaging 21 per cent p.a. since 2013).
Our new remuneration policy continues to strengthen the alignment between Executive Directors and shareholders to keep
the team focused on long-term, sustainable value creation for all stakeholders. We also believe that the growth of the business
and the performance of our senior team have made them potentially attractive targets for our competitors and we need to
ensure that Greggs is able to retain and recruit the senior talent needed as the business continues to grow. To mitigate this risk,
we are proposing some changes to our remuneration policy. These changes are appropriate to ensure that the team running
our business is appropriately incentivised going forward, whilst at the same time ensuring that the policy is sufficiently flexible
to remain applicable over the next three-year policy period.
Greggs carried out a full consultation with major institutional shareholders and proxy advisers with regards to the changes to the
policy. We are grateful for the time taken to consider our proposals and for the feedback received. The general message from
most of those consulted was that they were supportive of the direction of travel. In light of comments received, we made a number
of amendments to our proposals before reaching our final conclusions on the precise shape of the new policy.
The main changes to the policy are outlined below:
Annual Bonus The current policy allows for a maximum individual policy limit of 125 per cent of salary for the Chief Executive
and 90 per cent of salary for other Executive Directors. It is proposed that the individual policy limit will be increased to 150 per
cent of salary for the Chief Executive and 125 per cent of salary for the other Executive Directors. For 2020, however, bonuses will
be limited to 125 per cent of salary for the Chief Executive and to 100 per cent for the Finance Director. Under the current policy,
on-target performance currently delivers a 60 per cent pay-out; this will be reduced to no more than 50 per cent of the maximum
bonus potential. A formal discretionary override will be included in the policy, allowing the Remuneration Committee to apply full
discretion over the formulaic outcomes of incentive schemes. The trigger events for the recovery/withholding provisions have been
extended to cover corporate failure and reputational damage.
PSP The current policy allows for PSP awards of 115 per cent of salary for the Chief Executive and 95 per cent of salary for other
Executive Directors (150 per cent in exceptional circumstances). It is proposed that the new policy will provide for awards of 150
per cent of salary for the Chief Executive and 125 per cent of salary for other Executive Directors (with awards up to 150 per cent
possible in exceptional circumstances). It is proposed that for 2020 the Chief Executive will receive an award worth 150 per cent
of salary with the award for the Finance Director being set at 110 per cent of salary. We intend to increase the Finance Director’s
award to 125 per cent of salary in 2021. Similar to the annual bonus scheme, a formal discretionary override will be included in the
policy and the recovery/withholding provisions have been extended to cover corporate failure and reputational damage. We also
specify in the policy that dividend equivalents are payable in respect of any vested shares, in line with the PSP rules.
The Remuneration Committee is aware that the changes outlined above incorporate increases to reward opportunities under both
the annual bonus scheme and the PSP, and that there are understandable sensitivities around increasing executive pay levels in
the current political, economic and regulatory climate. However, the Committee wishes to ensure that the Executive Directors are
appropriately rewarded for their contributions to the next stage of the Company’s growth, and we have been concerned that the
pay opportunities under the existing policy no longer reflect what is appropriate or competitive for the leaders of a successful
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Remuneration policy continued
FTSE 250 company. We believe that the revised award levels are required to ensure that the policy is fit-for-purpose for the
next policy cycle and will ensure that Executive Directors are appropriately incentivised to deliver and drive the business forward
and are rewarded for success. As noted above, for 2020 we are not increasing all elements of pay for the Chief Executive and
the Finance Director to the maximum levels permitted under the new policy, but we wish to retain a suitable level of headroom.
It is also important that we have the right structure in place as part of our succession planning processes. Should we need to
recruit externally at senior levels during the policy period, we would like to have headroom in relation to the annual bonus and
PSP opportunities in order to be sufficiently competitive in the market.
Even taking into account the proposed increases, we believe that when compared against the market more broadly, the pay for
the Executive Directors remains at below mid-market levels and total remuneration is positioned appropriately, thus demonstrating
an ongoing focus on restraint.
In connection with the proposed increase to the PSP award levels under the proposed policy, there will be a resolution at the
2020 AGM to seek shareholder approval to increase the individual limits in the PSP rules from 115 per cent of salary (150 per cent
of salary in exceptional circumstances) to a limit of 150 per cent of salary for the Chief Executive and 125 per cent of salary for
other Executive Directors (with an exceptional circumstances limit for other Executive Directors of 150 per cent of salary).
Salary There are no proposed changes to the policy with regards to salaries for our Executive Directors in that we will continue
to pay salaries that will ensure that we attract and retain high-calibre individuals in order to promote the long-term success of the
business. In terms of the implementation of the policy, we are proposing a two-stage increase to the salary of the Finance Director,
as set out below.
Share retention guidelines Where an Executive Director does not have the required level of shares retained (200 per cent
of salary), then 50 per cent of their vested PSP and/or deferred bonus shares will be held until this requirement has been met.
This replaces the five-year time frame within which the shareholding guideline must be met.
For any new Executive Directors appointed there will be a two-year post-employment holding requirement at the level of the
shareholding guideline immediately prior to departure or the actual shareholding at departure. We are not introducing this
requirement for the current Executive Directors as we believe that their current PSP and deferred bonus awards provide a very
significant post-employment interest stretching out several years from the point of cessation of employment. For example, under
the PSP, early exercise of outstanding awards is not triggered in the event of departure (other than in genuinely exceptional
circumstances) and the two-year holding period remains in place for any vested awards. In the Chief Executive’s case, this would
mean that a substantial proportion of his wealth would remain linked to the performance of Greggs shares in the event of the
cessation of his employment (well in excess of the in-service requirement of 200 per cent of base salary, at the current share price).
In light of this position the Committee was not convinced of the need to apply a further post-employment shareholding
requirement on top of this for the existing Executive Directors.
Pension In order to comply with the UK Corporate Governance Code, our current Executive Directors will have their pension
contributions reduced to match the level of the percentage pension contribution of the majority of the workforce (currently
four per cent). This reduction will commence at the start of the 2021 financial year and take place over a five-year period. The
Remuneration Committee believes that this approach is a suitable way of gradually aligning Executive Director pensions with
the wider workforce, recognising the reduction to a contractual entitlement. All newly-appointed Executive Directors will have
their pension contributions aligned to the rate applying to the majority of the workforce at the time of their appointment.
Performance in 2019 and incentive payments
As disclosed last year, the annual bonus scheme for 2019 was set up with performance targets based on profit (50 per cent),
sales (20 per cent) and strategic objectives (30 per cent). As also disclosed, the strategic element incorporated measures linked
to costs savings (10 per cent), specific project delivery within the change management programme regarding processes and
systems (10 per cent) and specific project delivery within the supply chain restructuring programme (10 per cent).
We have delivered exceptional performance and the major investments we have made in recent years to make Greggs an
attractive choice for food-on-the-go are delivering. Consumers are responding very positively and we have seen increasing visits
from both new and existing customers. Both our profit and like-for-like sales growth have been driven by additional customer visits
with strong demand across our traditional ranges as well as the huge popularity of our now iconic vegan-friendly sausage roll.
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Greggs plc Annual Report and Accounts 2019
As a consequence of this phenomenal performance over the year, both the profit and sales elements of the bonus have been met
in full. The profit element resulted in the maximum of 50 per cent profit being achieved together with the maximum of 20 per cent
sales performance being achieved.
Cost pressures remain, particularly in labour cost growth, and we have worked hard to keep a tight control on costs with this
element of the bonus resulting in a pleasing 9.7 per cent (maximum ten per cent) being achieved. There was an equally strong
performance in the other strategic objectives that were set and we made good progress with both our systems and supply chain
change programmes. This resulted in 9.0 per cent bonus payment against a maximum of ten per cent for each of these strategic
elements. Overall, annual bonuses were paid at a level of 97.7 per cent of the maximum for both the Chief Executive and the
Finance Director. This equates to payments of 122 per cent (out of a maximum possible of 125 per cent) and 88 per cent (out of
a maximum possible of 90 per cent) of salary to the Chief Executive and Finance Director, respectively. Any element of the bonus
earned above 50 per cent of the maximum will be paid in shares and will be subject to a two-year holding period. In the context of
this exceptional year of performance, the Board agreed to make a special payment to all colleagues below the Board in recognition
of their crucial contribution to business success. All our colleagues shared in a one-off payment costing £7 million which was paid
at the end of January 2020 and was in addition to the annual profit share payment all our eligible colleagues receive.
Under the Performance Share Plan, awards made in May 2017 are due to vest in May 2020. These awards are based on average
annual EPS growth over the three years to 28 December 2019 and average annual ROCE over the three-year performance period
2017 to 2019. Average annual EPS growth of 17.4 per cent and average annual ROCE of 29.3 per cent resulted in both measures
being achieved at a rate of 100 per cent and the PSP award will vest in full.
The Committee is very comfortable that the outstanding level of performance achieved justifies vesting at the above level and
there has been no need to apply discretion to adjust the outcome.
Approach for 2020
With effect from 1 January 2020, the Committee agreed a salary increase of three per cent for the Chief Executive, in line with the
average increase for the workforce generally. The fees payable to the Chair and Non-Executive Directors increased by the same
amount with effect from the same date.
In the case of the Finance Director, the Committee believes that a higher increase in salary is required. This follows a review of
his total remuneration package during 2019, which confirmed that his pay is significantly below any sensible market benchmark
for the Finance Director of a high-performing FTSE 250 company. As a result, we are proposing a one-off, phased salary increase
for the Finance Director from £323,100 to £351,550 from 1 January 2020 and from £351,550 to £380,000 from 1 January 2021, with
the second stage of the increase subject to the Committee being satisfied with the Finance Director’s ongoing good performance.
While recognising that in percentage terms this represents a significant increase, we believe it is appropriate, fully justified by
performance and growth in role, and also restrained. Notwithstanding this increase, the Finance Director’s salary and total pay
remains below a mid-market pay level when compared to companies of a similar size and scope to Greggs. The salary increase and
our rationale for proposing it were discussed with shareholders during the consultation on the revised remuneration policy and we
were pleased to receive the support of the majority of those consulted, particularly following changes made to our initial proposal.
In terms of the annual bonus, the Committee believes that the current measures (profit, sales and strategic objectives) remain
appropriate and no changes are proposed to the measures or the mix. Financial targets for these measures for the 2020 bonus
have been set in line with the financial plan for the business for the year and the rolling strategic plan, and continue to be
stretching. We will also continue to require any bonus earned over 50 per cent of the maximum to be payable in shares and be
subject to a two-year holding period. The percentage pay out for on target performance for the profit and sales elements of the
bonus remains at 50 per cent with threshold performance remaining at a ten per cent pay out. Due to the commercial sensitivity
of the 2020 bonus targets they are not disclosed within this report, but will be disclosed retrospectively in next year’s report.
For the PSP, the Committee has considered the performance conditions and has determined that EPS and ROCE should continue
to apply with an equal weighting given to each. The Committee has ensured that targets have been set for the year ahead which
reflect the strategic plan and business outlook over the performance period. We fully appreciate that the target ranges must
be pitched appropriately, so that management can continue to build on the current strong business performance over the next
three-year period. However, we also need to recognise the exceptional nature of the Company’s performance through 2019 and
the challenges of maintaining growth at such levels.
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Directors’ remuneration report continued
Approach for 2020 continued
In recent years we have granted PSP awards with a target range requiring average annual EPS growth of five per cent for 25 per cent
of the award to vest, rising to 11 per cent for 100 per cent of the award to vest. We propose to maintain this EPS growth range for the
2020 grant. Taking into account that this growth will be measured from a base year (2019) of exceptional performance, and cognisant
of internal and external expectations of growth, we believe these targets represent a challenging but achievable incentive for
management for the years to come. We recognise that the proposed changes to the remuneration policy incorporate increases to
PSP award levels, and that some investors and proxy advisers expect performance targets to be increased in such circumstances.
We have not taken this approach given the considerable stretch inherent in materially increasing EPS from the current level, our
desire to ensure that the PSP targets are viewed as realistic by management, and our concerns that setting unachievably high
growth targets could incentivise inappropriate risk-taking.
For the ROCE portion of previous PSP awards, our approach has been to apply different target ranges which reflect the specific
circumstances of the business at the start of each performance period. For the 2019 grant, we set a target range of 24-28 per cent
(assessed on the basis of average annual ROCE over the performance period). These targets were set prior to the introduction
of IFRS 16, the accounting standard for leases which impacts Greggs reported results from 2019. For the PSP grant to be made in
2020, the proposed target range takes into account the impact of IFRS 16. On this basis, we have determined that average annual
ROCE of 18 per cent will result in vesting at a level of 25 per cent, rising to full vesting for average annual ROCE of 21 per cent.
These numbers are reflective of the adjustments to our reporting required for IFRS 16 purposes and we believe the target range
represents a challenging but achievable incentive equivalent in stretch to the range set for prior year awards.
Additional disclosures
We have updated our reporting to take into account the changes to the remuneration reporting regulations which apply to Greggs
for the first time this year. As required, we have disclosed the ratio of the pay of the Chief Executive to the employee base.
As required in the regulations, we confirm our belief that the median pay ratio for the year is consistent with the Company’s wider
pay, reward and progression policies affecting our employees. Our pay reflects the key market in which we operate although we
also support our colleagues with additional benefits. Changes to the basic salary of our Chief Executive have consistently been in
line with the base pay award given to our colleagues over the last five years. Although the variable pay of our Chief Executive has
increased in the last few years this is reflected in the increased Company value over the representative period and more specifically
in the exceptional business performance in 2019. We believe that there has been an excellent link between reward and
performance.
We also include additional disclosures to bring our reporting fully into line with the UK Corporate Governance Code, including
references to the Committee’s engagement with the wider workforce. We believe that our approach to executive remuneration
fully takes into account the Code’s focus on clarity, simplicity, risk, predictability, proportionality and alignment to culture. For
example, we operate simple remuneration schemes consistently year-to-year, which are explained clearly and transparently in
this Directors’ remuneration report. The typical award levels and potential payouts are disclosed in the remuneration policy and
it has been demonstrated in this statement how outcomes have been aligned with performance and strategy.
Concluding remarks
I hope that you will find this report transparent, clear and informative. The Committee has continued to ensure that executive
remuneration is closely aligned to the delivery of Greggs business strategy as well as remaining relevant to market and
best practice.
I look forward to receiving your support at this year’s AGM for the three resolutions covering our new remuneration policy,
the annual report on remuneration and the amendment to the PSP rules.
Yours faithfully
Sandra Turner
Chair of the Remuneration Committee
3 March 2020
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Greggs plc Annual Report and Accounts 2019
Remuneration policy report
This section of our report sets out the summary of the remuneration policy for all Executive and Non-Executive Directors at
Greggs. It explains the purpose and strategy of each element of the package and demonstrates how the policy will incentivise
Executive Directors to achieve sustainable long-term growth and value to best serve the interests of the Company, its
shareholders, its employees and customers.
The current Directors’ remuneration policy was approved by shareholders at our AGM on 19 May 2017 and became effective for
three years from that date. The policy outlined below is a new policy which will be put to a binding vote of shareholders at the
AGM to be held on 13 May 2020 and be effective from that date. A resolution to amend the PSP rules to increase the individual
limits will also be presented at the AGM.
The new policy was developed by the Remuneration Committee with input from its independent external advisers and was further
refined following a consultation exercise which took place during 2019 with major shareholders and the leading proxy agencies.
The policy for the remuneration of the Executive and Non-Executive Directors is set out in the tables below, with notes explaining
the changes from the policy approved in 2017:
Executive Directors
Element
Purpose and strategy
Operation
Base salary
To attract and retain
high-calibre individuals
in order to promote
the long-term success
of the business.
Reviewed and set annually in January.
Benchmarked periodically by the Committee against
the remuneration levels for executives in similar roles in
companies of a comparable size. Individual performance
and contribution are recognised in setting salary levels.
Salaries are paid monthly in cash.
No change to policy
Benefits
To support a competitive
remuneration package
in the marketplace.
Benefits include provision of a company car (or cash in lieu),
private medical health care, life assurance and permanent
health insurance.
Maximum opportunity
No maximum limit
is prescribed.
Key reference points
for salary increases
are market and
economic conditions
and, in line with our
values, the approach
to employee pay
throughout the
organisation.
No maximum limit
is prescribed,
particularly as the
cost of providing
insured benefits
fluctuates over time.
However, the
Committee monitors
on an annual basis
the overall cost of
the benefit provision.
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Remuneration policy report continued
Element
Purpose and strategy
Operation
Maximum opportunity
No change to policy
Pension
To support a competitive
remuneration package
in the marketplace and
ensure that pension
contributions are aligned
to the rate applying
to the majority of the
workforce over time.
Executive Directors can elect to either:
– participate in the Company defined contribution pension
scheme (up to a cap). Above the cap Executive Directors
receive a salary supplement; or
– take cash in lieu of this contribution paid as a supplement
to their salary on a monthly basis.
The Executive Directors are able to make this choice on an
annual basis.
All current Executive Directors will have their pension
contributions reduced over five years, commencing with
the financial year 2021. The reduction will be in equal
proportions until their contribution rate matches that
of the majority of the workforce.
Up to 22.5% of base
salary contribution
for the current Chief
Executive and up to
15% of base salary
for other Executive
Directors, but
reducing to the
percentage pension
contribution of the
majority of the
workforce over time.
All new Executive
Directors will
have their pension
contribution aligned
to the rate applying
to the majority of the
workforce.
Change to policy – All newly-appointed Executive Directors will have their pension contributions aligned to the rate applying
to the majority of the workforce (currently 4%).
The pension contributions of all current Executive Directors will reduce to that of the majority of the workforce over a five-year
period (as set out above).
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Greggs plc Annual Report and Accounts 2019
Maximum opportunity
Capped at 150% of
base salary for the
Chief Executive
and 125% of base
salary for other
Executive Directors.
On target
performance delivers
no more than 50%
of the maximum.
No more than
25% of the bonus
opportunity is
payable under
each element
for threshold
performance.
Element
Purpose and strategy
Operation
Annual bonus
(including profit
share)
To incentivise
achievement of annual
targets and objectives
consistent with the short
to medium-term strategic
needs of the business,
so as to encourage
sustainable growth
in the Company’s
operating profits.
The bonus will be based on a mix of business KPIs, with
operating profit being the largest component of the mix of
metrics and this will not be less than 50% of the overall mix.
Targets for each metric are set in advance and in line with
business planning objectives set by the Committee.
Each Executive Director is entitled to participate in the
Company’s profit-sharing scheme available to all employees.
The value of this is then deducted from their annual bonus
and is subject to the individual cap.
The Committee will use appropriate underpins for any
non-profit-based element of the annual bonus such that
payment under these elements may be scaled back
(potentially to zero), at the discretion of the Committee,
if the operating profit performance for the year is judged
to be running significantly below that required for the
achievement of the long-term strategy.
The Committee will be able to adjust the formula-driven
outcome from any bonus plan if, in the judgement of
the Committee, this does not reflect broader Company
performance or the shareholder experience, or the payment
level is otherwise inappropriate.
Any bonus paid in excess of 50% of the maximum will be
payable in shares, which (after any sales-to-pay tax and other
statutory deductions) must be held in the Employee Benefit
Trust for two years after receipt.
The dividends payable on deferred bonus shares are paid
to the individual as they fall due.
Recovery and withholding provisions allow the Company
to recoup annual bonus payments within three years in the
event of misstatement of performance, error, misconduct,
reputational damage or corporate failure where this has led
to an overpayment in the view of the Committee. There is
a flexible mechanism which allows the Company to withhold
outstanding deferred or future remuneration or recover the
overpayment direct from the individual concerned.
Change to policy – The current (2017) policy provides for a maximum bonus potential of 125% for the Chief Executive and
90% for all other Executive Directors. The revised policy increases this policy limit to 150% of salary for the Chief Executive
and 125% of salary for other Executive Directors.
On target performance currently delivers 60% of the maximum and it is proposed that this is reduced to 50% of the maximum
for the duration of the new policy period.
We have formally included within the policy the discretion available to the Committee to amend outcomes to ensure that
payments fully take into account the performance of the Company and the shareholder experience.
The recovery and withholding provisions in relation to the bonus have been extended and now cover corporate failure and
reputational damage.
These changes will ensure that the policy is fit for purpose for the next policy cycle and will ensure that we can recruit and
retain Executive Directors who are appropriately incentivised to drive the business forward and be rewarded for success.
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Element
Purpose and strategy
Operation
Performance
Share Plan (PSP)
To incentivise long-term
value creation, retention
of our talent and ensure
alignment of Executive
Directors’ and
shareholders’ interests.
Awards are granted under the PSP annually at the discretion
of the Committee.
Performance conditions will be based on appropriate financial
measures with targets being set for each metric which reflect
the strategic plan and business outlook over the respective
performance period. Performance will be measured over
a three-year period with an additional mandatory holding
period of two years for the vested shares (net of tax and
other deductions).
A PSP award holder will be entitled to a dividend equivalent
payment in respect of any vested shares.
The Committee will be able to adjust the formula-driven outcome
from the PSP if, in the judgement of the Committee, this does
not reflect broader Company performance or the shareholder
experience, or the vesting level is otherwise inappropriate.
Recovery and withholding provisions allow the Company
to recoup vested PSP awards within three years in the event
of misstatement of performance, error, misconduct,
reputational damage or corporate failure where this has led
to an overpayment in the view of the Committee. There is
a flexible mechanism which allows the Company to withhold
outstanding deferred or future remuneration, or recover the
overpayment directly from the individual concerned.
Maximum opportunity
150% of base
salary for the Chief
Executive and
125% of base salary
for other Executive
Directors (150%
of base salary
in exceptional
circumstances).
Threshold vesting at
25% of the maximum.
Changes to policy – The current (2017) policy provides for PSP awards at up to 115% of base salary for the Chief Executive and
95% of base salary for other Executive Directors, with awards of up to 150% of base salary in exceptional circumstances. It is
proposed that the revised policy will allow for awards of up to 150% of base salary for the Chief Executive and 125% of base
salary for the other Executive Directors (with awards for exceptional circumstances maintained at 150% of base salary for these
other Directors).
There will be greater flexibility to set performance conditions in line with the business strategy. The policy table no longer
explicitly refers to just EPS and ROCE.
We have formally included within the policy the discretion available to the Committee to amend outcomes to ensure that
payments fully take into account the performance of the Company and the shareholder experience.
The recovery and withholding provisions in relation to the PSP have been extended and now cover corporate failure and
reputational damage.
In line with the PSP rules an award holder will be entitled to a dividend equivalent payment in respect of any vested awards.
The Committee believes that these changes will ensure that the policy is fit for purpose for the next policy cycle and will ensure
that we can recruit and retain Executive Directors who are appropriately incentivised to drive the business forward and be
rewarded for success.
Savings-Related
Share Option
Schemes
(SAYE and SIP)
To encourage employees
at all levels within the
Company to understand
better and so participate
in the growth in value
of the Company.
No change to policy
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Greggs plc Annual Report and Accounts 2019
No performance conditions have been attached to options
granted pursuant to the Company’s SAYE and SIP Schemes,
which are available for all employees.
Executive Directors
may enter into a
contract to save up
to an agreed saving
limit in line with all
colleagues in the
business and HMRC
guidelines.
Element
Purpose and strategy
Operation
Share retention
guidelines
To further align the
interests of Executive
Directors with those of
shareholders.
Executive Directors are required to build up a shareholding
of 200% of base salary. Where an Executive Director has not
reached the required level, 50% of the shares vesting from
incentive schemes must be held until this requirement has
been met.
This is achieved through vested awards granted via the PSP
and deferred bonus shares.
For any new Executive Directors appointed following approval
of this policy there will be a two-year post-employment holding
requirement at the lower of the level of the shareholding guideline
immediately prior to departure or the actual shareholding
at departure.
Maximum opportunity
n/a
Proposed changes – Where an Executive Director does not meet the required shareholding guideline (200% of salary), then
50% of their vested PSP and/or deferred bonus shares will be held until this requirement has been met. The five-year timeframe
within which the shareholding guideline must be met has been removed.
For any new Executive Directors appointed there will be a two-year post-employment holding requirement at the level of the
shareholding guideline immediately prior to departure or the actual shareholding at departure if lower.
Non-Executive Directors
Element
Purpose and strategy
Operation
Non-Executive
Chairman and
Directors’ fees
To attract and retain high
quality and experienced
Non-Executive Chairman
and Directors.
The Chairman is paid an all-encompassing fee.
Non-Executive Directors are paid a basic fee and the Chairs
of the Main Board Committees and the Senior Independent
Director are paid an additional fee to reflect their additional
responsibilities.
These fees are usually reviewed and set annually. Additional
fees may be paid where there is a material increase in the
time commitments and responsibilities required of Non-
Executive Directors.
Non-Executive Directors are not eligible for pension scheme
membership, bonus or incentive arrangements.
They are entitled to reimbursement of reasonable business
expenses and tax thereon. They may also receive limited
travel or accommodation-related benefits in connection with
their role as a Director.
Maximum opportunity
There is no
prescribed
maximum.
Change to policy – The policy now provides some flexibility to make additional payments to Non-Executive Directors, where
there has been a material increase in their specific time commitments and responsibilities.
Choice of performance measures
The remuneration policy provides the Remuneration Committee with the flexibility to choose appropriate performance conditions
for the annual bonus scheme and for PSP awards, subject to the constraints set out in the table above. The choice of metrics will
depend upon the strategic focus for the Group at the time decisions around the awards are taken. The specific measures and the
targets used to assess performance will be disclosed in the Directors’ remuneration report on an annual basis.
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Difference in remuneration policy across the Group
The remuneration policy for the Executive Directors is designed having regard to the policy for employees across the Group
as a whole and wider workforce remuneration and related policies. While employees are not formally consulted on the terms of
Executive Director remuneration, the Remuneration Committee has engaged with a representative group of employees to explain
how remuneration for Directors aligns with wider Company pay policy.
There are differences in salary levels and in the levels of potential reward depending upon seniority and responsibility, although
a key reference point for executive salary increases is the average base pay increase across the general workforce. We also share
ten per cent of our profits annually with all eligible colleagues across the business.
A higher proportion of the Executive Directors’ remuneration package is delivered through performance-related pay and in
share-based form, which provides a good link to long-term Company performance. PSP participation extends below Board level,
and there is an additional share option scheme in place for certain other employees.
All colleagues with one-year’s service or more may participate in the SAYE scheme and in the SIP that are run annually. Under the
SAYE scheme, at the end of a three-year saving period, colleagues can buy Greggs shares at a discounted rate.
With the SIP, all colleagues may purchase Company shares from pre-tax salary subject to HMRC limits. After six months’ service
all colleagues are eligible to participate in the profit-sharing scheme in which they share ten per cent of our profits.
How shareholders’ views are taken into account
The Committee takes the views of shareholders seriously and these views are taken into account in shaping remuneration policy
and practice. Shareholder views are considered when evaluating and setting the remuneration strategy and the Committee
commits to consulting with key shareholders prior to any significant changes to the policy. The Committee consulted shareholders
and proxy agencies extensively in relation to the new policy and incorporated several points of investor feedback.
Policy discretion
The Committee will operate incentive plans in accordance with their respective rules, the Listing Rules and HMRC limits where
relevant. The Committee, consistent with market practice, retains discretion over a number of areas relating to the operation and
administration of certain plan rules. These include (but are not limited to) the following:
– who participates;
– the timing of the grant of award and/or payment;
– the size of an award (up to plan/policy limits) and/or a payment;
– discretion relating to the measurement of performance in the event of a change of control or reconstruction;
– determination of a good leaver (in addition to any specified categories) for incentive plan purposes and the treatment of leavers;
– adjustments required in certain circumstances (e.g. rights issues, corporate restructuring and special dividends); and
– the ability to adjust, but not waive, existing performance conditions for exceptional events so that they can still fulfil their
original purpose.
Legacy arrangements
For the avoidance of doubt, in approving this policy report, authority is given to the Company to honour any commitments entered
into with current or former Directors (such as the payment of a pension or the unwinding of legacy share schemes) that have been
disclosed to shareholders in previous remuneration reports. Details of any of these payments to former Directors will be set out
in the annual report on remuneration as they arise.
Policy on recruitment remuneration
The Committee will set a new Executive Director’s remuneration package in line with the Company’s approved policy at the time
of appointment. In arriving at a total package and in considering the quantum for each element of that package, the Committee
will take into account the skills and experience of the candidate, the market rate for a candidate of that experience as well as the
importance of securing the best available candidate.
Annual bonus and PSP awards will not exceed the policy maxima (not including any arrangements to replace forfeited deferred pay).
Participation in the annual bonus plan will normally be pro-rated for the year of joining. The Committee may make one-off additional
cash and/or share-based awards as it deems appropriate, and if the circumstances so demand, to take account of deferred pay forfeited
by an Executive Director on leaving a previous employer. Awards to replace deferred pay forfeited would, where possible, reflect the
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Greggs plc Annual Report and Accounts 2019
nature of awards forfeited in terms of delivery mechanism (cash or shares), time horizons, attributed expected value and performance
conditions. Other payments may be made in relation to relocation expenses and other incidental expenses as appropriate.
Any buyout awards would be made under existing arrangements where possible or as permitted under the Listing Rules.
In the case of an internal appointment, any variable pay element awarded in respect of the prior role would be allowed to pay
out according to its terms and any other ongoing remuneration obligations existing prior to appointment would continue.
For the appointment of a new Chairman or Non-Executive Director, the fee arrangement would be set in accordance with the
approved remuneration policy at that time.
Service contracts and policy on cessation
Executive Directors’ service contracts contain the following remuneration-related aspects:
Provision
Detailed terms
Remuneration
– Salary, pension and benefits;
– company car or cash allowance;
– private medical healthcare for the Director;
– permanent health insurance;
– participation in annual bonus and profit share (subject to scheme rules);
– participation in long-term incentive schemes or similar arrangements (subject to scheme rules); and
– life assurance.
Notice period
– The Chief Executive’s contract is terminable on 12 months’ notice served by either the Company or the Director;
– the Finance Director’s service contract is terminable on 12 months’ notice served by the Company or by six
months’ notice served by the Director; and
– any future Executive Directors’ service contracts will be terminable on up to 12 months’ notice served by
either party.
Termination
payment
– Payment in lieu of notice equal to any unexpired notice of termination given by either party; and
– payment in lieu shall not include:
– any bonus payment;
– any payment in respect of benefits which the Director would have been entitled to receive; and
– any payment in respect of any holiday entitlement that would have accrued during the period for which
the payment in lieu is made.
Details of the circumstances in which the Committee has the ability to exercise discretion with regards to
termination payments are set out below.
Under their service contracts, if notice is served the Executive Directors are entitled to salary, pension contributions and benefits
for their notice period save where a payment in lieu is to be made. The Company would seek to ensure that any payment is
mitigated by use of phased payments and offset against earnings elsewhere in the event that an Executive Director finds
alternative employment during his notice period. There are no contractual provisions in force other than those set out above
that impact any termination payment.
Areas where the Committee can exercise discretion with regards to termination payments are set out below:
– any right to annual bonus in the year of departure would lapse unless the individual is leaving in good leaver circumstances,
in which case a bonus may be payable pro-rated for that part of the year worked;
– deferred bonus shares must normally be retained in trust until the end of their two-year holding period, but may be released
early in exceptional circumstances, such as ill-health;
– any unvested awards held under the PSP will lapse at cessation, unless the individual is leaving in good leaver circumstances (defined
under the plan as death, injury, ill-health, disability, redundancy, retirement, their office or employment being with either a company
which ceases to be a Group member or relating to a business or part of a business which is transferred to a person who is not a Group
member, a change of control or any other reason the Committee so decides). In these circumstances, unvested awards will normally
vest at the normal vesting date (other than on death or where the Committee decides they should vest at cessation) subject to
performance conditions being met and scaling back in respect of actual service as a proportion of the total vesting period (unless the
Committee decides that scaling back is inappropriate). Vested awards will normally be subject to the mandatory two-year holding
period although the Committee will have discretion to waive this in exceptional circumstances; and
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– the Committee may agree to payment of disbursements such as legal costs and outplacement services if appropriate and
depending on the circumstances of cessation.
The table below sets out the details of the Executive Directors’ service contracts:
Director
Roger Whiteside
Richard Hutton
Date of contract
4 February 2013
7 April 2006
The service contracts are available for inspection during normal business hours at the Company’s registered office, and are
available for inspection at the AGM.
Expected value of the proposed annual remuneration package for Executive Directors
The following charts indicate the level of remuneration payable to Executive Directors in 2019 based on policy at ‘minimum’
remuneration, remuneration in line with ‘on target’ Company performance, and the maximum remuneration available.
Chief Executive – Roger Whiteside
£3,000,000
£2,500,000
£2,000,000
£1,500,000
£1,000,000
£500,000
0
£2,763,629
48%
£2,326,937
38%
£1,526,335
29%
24%
47%
£725,733
100%
31%
26%
31%
26%
Minimum
On target
Stretch
50%
share price
appreciation
PSP
Bonus
Fixed remuneration
Fixed remuneration:
– Salary
– Pension
– Benefits
Bonus
Performance Share Plan
Total
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Greggs plc Annual Report and Accounts 2019
Minimum
On target
Stretch
50% share price
appreciation
£582,256
£131,008
£12,469
£582,256
£131,008
£12,469
£582,256
£131,008
£12,469
£582,256
£131,008
£12,469
–
–
£363,910
£727,820
£727,820
£436,692
£873,384
£1,310,076
£725,733
£1,526,335
£2,326,937
£2,763,629
Finance Director – Richard Hutton
£1,600,000
£1,400,000
£1,200,000
£1,000,000
£800,000
£600,000
£400,000
£200,000
0
£1,341,875
43%
£1,148,522
34%
£779,395
25%
22%
53%
£410,267
100%
30%
26%
36%
31%
Minimum
On target
Stretch
50%
share price
appreciation
PSP
Bonus
Fixed remuneration
Fixed remuneration:
– Salary
– Pension
– Benefits
Bonus
Performance Share Plan
Total
Minimum
On target
Stretch
50% share price
appreciation
£351,550
£49,217
£9,500
£351,550
£49,217
£9,500
£351,550
£49,217
£9,500
£351,550
£49,217
£9,500
–
–
£175,775
£351,550
£351,550
£193,353
£386,705
£580,058
£410,267
£779,395
£1,148,522
£1,341,875
Assumptions used in the charts:
Base salary levels as at 1 January 2020.
The value of taxable benefits is based on the cost of supplying those benefits (as disclosed) for the 52 weeks ended 28 December 2019.
Bonus
Minimum remuneration – assumes no award is earned under the annual bonus plan.
On target remuneration – the annual bonus plan assumes the target level is reached for each of the elements, resulting in a pay-out of 50% of the maximum.
Maximum remuneration – assumes satisfaction of all performance conditions for all elements under the annual bonus plan and therefore full pay out.
PSP element is calculated as award percentage of base salary multiplied by the relevant vesting percentage. Share price movement and dividend accrual have been
excluded, other than in the 50 per cent share price appreciation model.
Minimum remuneration – assumes no vesting is achieved under the PSP.
On target remuneration – assumes 50 per cent vesting is achieved.
Maximum remuneration – assumes full vesting is achieved.
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Terms of appointment of Non-Executive Directors
Non-Executive Directors are appointed subject to the Company’s articles of association, retiring and seeking election at the first
AGM after appointment.
Thereafter, every Director will be subject to annual re-election by shareholders. The Nominations Committee advises the Board
as to whether Directors should be nominated for re-election. Non-Executive Directors are not entitled to compensation for early
termination of their appointments prior to the date on which they would next be due to offer themselves for election or re-election,
or if not reappointed at such time.
The following table shows the effective date of appointment for each Non-Executive Director:
Non-Executive Director
Ian Durant
Helena Ganczakowski
Peter McPhillips
Sandra Turner
Kate Ferry
Original date of appointment
5 October 2011
2 January 2014
10 March 2014
1 May 2014
1 June 2019
Current Non-Executive Directors are appointed on an understanding that the appointment will last for at least six years, but without
any commitment by either party.
All new Non-Executive Directors, from June 2019, are appointed for an initial term of three years unless terminated earlier by either
party giving to the other party three months’ written notice.
Annual remuneration report
Outlined below are the current Remuneration Committee members:
Member
Sandra Turner (Chair since appointment to the Board)
Allison Kirkby (left the Board on 21 May 2019)
Helena Ganczakowski
Peter McPhillips
Kate Ferry (from 1 June 2019)
Meeting attendance
5/5
2/2
5/5
5/5
3/3
All members are considered to be independent for the purpose of the UK Corporate Governance Code. The Company Secretary
acts as Secretary to the Committee.
Responsibility is delegated to the Remuneration Committee to ensure that an effective remuneration policy is in place for the
Chief Executive, other Executive Directors, the Chairman and senior management. It is the Committee’s role to design a policy
that ensures executive remuneration is aligned to the delivery of Greggs business strategy, and the alignment between our
Executive Directors and shareholders is strengthened whilst taking close account of the business strategy, current and emerging
market practice and the best practice expectations of institutional shareholders.
The Committee maintains an active dialogue with institutional investors and shareholder representatives on executive remuneration
matters. Although the Committee does not formally consult with employees on Directors’ pay policy, it has engaged with a representative
group of employees to explain how Executive Director remuneration aligns with wider Company pay policies. This process started
in early 2020 and will be developed further.
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Greggs plc Annual Report and Accounts 2019
Summary of Committee activity during 2019
During 2019 the Committee has, among other things:
– Approved the new three-year remuneration policy to be implemented as of 2020;
– Discussed and reviewed the new UK Corporate Governance Code and the new remuneration reporting regulations;
– Discussed and reviewed Directors’ salaries;
– Discussed and reviewed the fees for the Chairman;
– Discussed and reviewed the 2019 bonus percentage and the bonus metrics for the year ahead;
– Discussed and reviewed the targets for bonus and PSP for the year ahead;
– Approved grants under the share option scheme (to senior managers below Operating Board level);
– Approved the Company SAYE scheme;
– Engaged with investors with regard to the proposals for the new three-year remuneration policy; and
– Reviewed remuneration of all colleagues across Greggs
Structure and content of the Remuneration report
The remuneration report has been prepared in accordance with the provisions of the Companies Act 2006 (the Act) and
The Large and Medium-sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013 (the Regulations).
It also meets the requirements of the UK Listing Authority’s Listing Rules.
The Regulations also require our auditor to report to shareholders on the audited information within this remuneration report and
to state whether, in their opinion, the relevant sections have been prepared in accordance with the Act and the Regulations. The
auditor’s opinion is set out on pages 86 to 93 and we have indicated appropriately the audited sections of this remuneration report.
Remuneration advice
The Chief Executive along with Jonathan Jowett (Company Secretary and General Counsel), Roisin Currie (Retail & People Director)
and Emma Walton (Head of People) are normally invited to attend the Committee meetings in order to provide advice and support
to the Committee. During the year Korn Ferry supported the Committee.
Korn Ferry is a signatory to the Remuneration Consultants’ Code of Conduct in relation to executive remuneration consulting in
the UK.
The Committee reviewed the operating processes in place at Korn Ferry and is satisfied that the advice it receives is objective and
independent. Fees paid to Korn Ferry during the year were £63,000. Korn Ferry did not provide any other services to the Company
during 2019.
Shareholder dialogue
We will continue to engage with shareholders to understand any concerns they may have about our remuneration policy and
its implementation.
The voting outcome from the 2019 AGM reflected strong support from both individual and institutional shareholders, and the results are
outlined below:
For
Against
Total votes cast (excluding votes withheld)
Votes withheld
Total votes cast (including votes withheld)
Approve the remuneration report
Total number
of votes
% of votes cast
65,587,827
586,203
99.11%
0.89%
66,174,030
100.00%
162,775
66,336,805
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Shareholders were asked to approve the remuneration policy at the 2017 AGM and the results are outlined below:
For
Against
Total votes cast (excluding votes withheld)
Votes withheld
Total votes cast (including votes withheld)
Approve the remuneration policy
(vote at 2017 AGM)
Total number
of votes
% of votes cast
57,297,311
3,717,480
93.91%
6.09%
61,014,791
100.00%
170,679
61,185,467
How our remuneration policy will be implemented in 2020 – Executive Directors
The section below summarises the implementation of our remuneration policy for 2020.
Base salary 2020
The annual base salaries for the Executive Directors were reviewed with effect from 1 January 2020; increases and current salaries
are outlined below:
Director
Roger Whiteside (Chief Executive)
Richard Hutton (Finance Director)
Salary as at
1 January 2019
Salary as at
1 January 2020
£565,594
£323,100
£582,256
£351,550
% increase
3.0%
8.8%
The increase for our Chief Executive is in line with the average base salary increase for the workforce as a whole.
The rationale for the salary increase for the Finance Director is set out in the annual statement from the Chair of the Remuneration
Committee on page 59. As also disclosed in the statement, it is the Committee’s intention to make a further increase to the Finance
Director’s salary with effect from 1 January 2021, subject to his ongoing good performance in the role.
Pension contribution 2020
The pension contribution rates (both of which are cash in lieu) are:
Roger Whiteside
Richard Hutton
22.5%
14.0%
As explained in the annual statement from the Chair of the Remuneration Committee, the above pension contribution rates will
reduce to the wider workforce rate over a five-year period starting in the financial year 2021.
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Annual bonus 2020
The annual bonus opportunity for 2020 is outlined below:
Chief Executive
Finance Director
Maximum opportunity of 125% of base salary. Bonus in excess of 50% of maximum will be payable
in shares deferred for two years.
Maximum opportunity of 100% of base salary. Bonus in excess of 50% of maximum will be payable
in shares deferred for two years.
The bonus metrics are:
Measure
Weighting
Profit
50% of total
Sales
20% of total
Detail and link to strategy
Reflects the profit of the Group at an
underlying level before tax. This will
be based on meeting and exceeding
budget for the year.
Based on Company-managed shop
like-for-like sales excluding any
additional shops opened during the
bonus year.
Strategic objectives
30% of total
Detailed below.
The strategic objectives for each bonus cycle are based on measures which will provide a strong link to future value creation.
For the 2020 bonus there will be four strategic objectives, two, each relating to ten per cent of the bonus opportunity and
a further two, each relating to five per cent of the bonus opportunity. They are:
1. Cost savings (ten per cent of the measure)
2. Specific project delivery within our change programme regarding processes and systems with a target pay out (five per cent of
the of the measure) based on the implementation of a critical IT solution at a ‘combined (logistics and manufacturing)’ site and
a maximum (ten per cent of the of the measure) pay out being achieved with IT solutions implementations at an additional two
sites (logistics or manufacturing)
3. Roll out of a delivery operating model (five per cent of the measure)
4. Increasing the distribution of unsold food (five per cent of the measure)
The annual bonus is based on performance against a range of financial and strategic performance measures. This range of metrics
measures achievement of the Company’s key operational objectives. The Committee reviews the key performance indicators (KPIs)
each year and varies them as appropriate to reflect the priorities for the business in the year ahead. Where appropriate a sliding
scale of targets is set for each KPI to encourage continuous improvement, or sustained high performance with a maximum of ten
per cent bonus paid out for threshold performance for the profit and sales elements of the bonus.
There will be an underpin to the sales and strategic objectives elements of the bonus whereby any payment under these elements
may be scaled back (potentially to zero) at the discretion of the Committee, if the profit performance for the year is judged to be
running significantly below that required for the achievement of the long-term strategy.
Bonus targets for the forthcoming year are considered to be commercially sensitive and so have not been disclosed. Targets are
set at the start of the year by the Committee and are set using the out-turn and performance in the previous year, as well as the
business plan, to determine an appropriately stretching sliding scale. Retrospective disclosure of the targets and performance
against them will be made in next year’s annual report on remuneration.
PSP award 2020
PSP awards will be granted as follows:
Chief Executive
Finance Director
150% of base salary
110% of base salary
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Performance conditions will be based on an equal split of two different financial measures, EPS and ROCE (for discrete parts of an
award)*. EPS and ROCE are two of our eight strategic KPIs and together provide a rounded assessment of our overall profitability
against stretching targets set in line with the strategic plan and business outlook over the performance period. For these awards
the ROCE range has been set to ensure that the targets remain appropriate in light of our business strategy over the coming
three-year period. The EPS targets require the same level of growth as for last year’s award, albeit the base point from which
the growth is measured is higher than last year.
For the 2020 awards the target ranges will be as follows:
– The EPS* performance condition will require average annual growth of EPS of five to 11 per cent over three financial years
measured from the 2019 financial year end; and
– The ROCE* condition will require average annual ROCE over the three-year performance period (2020, 2021 and 2022) to be
in the range 18 to 21 per cent.
In both cases 25 per cent of an award will vest on achieving threshold performance and thereafter straight-line sliding scales will
apply until stretch performance is achieved.
In order to improve alignment of interest between Executive Directors and shareholders, a holding period is attached to vested
PSP awards granted in the policy period, requiring the vested shares to be held (net of tax and other deductions) for a further
two years.
How our remuneration policy will be implemented in 2020 – Non-Executive Directors
In order to ensure that no Director is involved in deciding his/her own remuneration, the fees payable to Non-Executive Directors
are set, after consultation with the Chairman, by a Committee of the Board consisting only of the Executive Directors. The fees
payable to the Chairman are set by the Remuneration Committee.
The Non-Executive Directors are paid an annual base fee and additional responsibility fees for the role of Senior Independent
Director (SID) or for chairing a Board Committee.
These fees are usually reviewed and set annually. Following a repositioning of fees during 2019 to ensure that they were
appropriate for the time commitment and comparable to similar businesses, the fees for Non-Executive Directors increased
by three per cent on 1 January 2020 in line with the average base salary increase for our whole workforce in 2020.
Details of the fees being paid to Non-Executive Directors in 2020 are set out below:
Name
Position
Base fee
Additional fee
Fee
Ian Durant
Kate Ferry
Helena Ganczakowski Non-Executive Director
Non-Executive Director
Peter McPhillips
SID and Chair of the Remuneration Committee
Sandra Turner
Chairman
Chair of the Audit Committee
£51,500
£51,500
£51,500
£51,500
£10,900
–
–
£10,900
£200,850
£61,800
£51,500
£51,500
£61,800
These fees may be subject to change during the year based on any change in responsibility or time commitment.
* EPS and ROCE are measured excluding exceptional items.
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Greggs plc Annual Report and Accounts 2019
How our remuneration policy was implemented in 2019 (audited)
Total remuneration payable for 2019 – Executive Directors
The following table presents the remuneration payable for 2019 (showing the equivalent figures for 2018) for the
Executive Directors.
Roger Whiteside
2019
2018
Richard Hutton
2019
2018
Pension
contribution
(including
salary in lieu)
£
Salary
£
Taxable benefits
£
Annual
incentives
(including
profit share)
£
Performance
Share Plan1, 2
£
Total
remuneration
£
565,594
549,120
127,259
123,552
12,469
12,483
690,732
406,349
1,134,026
633,093
2,530,080
1,724,597
323,100
313,689
44,021
41,397
12,090
17,193
284,102
167,133
535,141
281,292
1,198,454
820,704
Notes:
1 The value of the PSP award due to vest on 19 May 2020 is based on the forecast level of vesting (100%) and the value of the awards is based on the average share
price over the final three months of the financial year. This value will be trued up in the 2020 report to reflect the share price at the vesting date. The 2018 PSP value
has been restated and reflects the actual value of the awards that vested in March 2019, following the estimated value presented last year.
2 The amount of the 2019 PSP award value which is linked to share price appreciation is disclosed in the table on page 78.
Fees – Non-Executive Directors
The fees for Non-Executive Directors were as follows:
Ian Durant
Allison Kirkby*
Helena Ganczakowski
Peter McPhillips
Sandra Turner
Kate Ferry**
Per annum as of
1 July 2019
Per annum as of
1 January 2019
Actual paid 2019
Actual paid 2018
£195,000
n/a
£50,000
£50,000
£60,000
£60,000
£172,849
£52,815
£45,979
£45,979
£52,815
n/a
£183,925
£20,475
£47,990
£47,990
£56,408
£34,401
£167,815
£51,277
£44,640
£44,640
£51,277
n/a
The Chairman and Non-Executive Directors’ fees were reviewed in 2019, recognising the increase in time commitment and also
compared to market practice. After careful consideration the fees were increased as of 1 July 2019, as set out in the table above.
* Allison Kirkby left the Board on 22 May 2019
** Kate Ferry joined the Board on 1 June 2019
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Annual bonus 2019
The table below outlines the bonus performance conditions and payments to Executive Directors in respect of the 2019 scheme.
Measure
Strategic objective
Weighting
Entry
Target
Stretch
Actual
Profit (£)*
To deliver profit before tax (excluding
50%
£84.9m
£89.9m
£93.9m £117.6m*
%
50%
exceptional items and property profits)
Sales (%)
To deliver target increase in Company-managed
20%
2.3%
3.3%
4.3%
9.2%
20%
like-for-like sales
Strategic (£) Cost savings
Strategic
Supply chain reorganisation**
Strategic
Process and system
change delivery**
10%
10%
10%
£6.0m
£10.0m
–
£9.88m
Partially
achieved
Partially
achieved
Total weighting based on balanced scorecard
100%
9.7%
9.0%
9.0%
97.7%
* From 30 December 2018 the Company has implemented IFRS 16 Leases and has chosen to use the modified transition approach to the implementation of IFRS 16.
The comparative figures for 2018 have therefore not been restated and, as a result, the 2018 base figure for the bonus was determined on a different accounting
basis to the 2019 results.
The Remuneration Committee agreed when the 2019 bonus targets were set, that in order to provide transparency, the adjustment to be made to the 2019 profit
to bring it in line with the 2018 base figure would be determined in advance of performance against the targets being assessed. The adjustment figure is an increase
to profit before tax of £4.2 million giving an adjusted figure of £117.6 million.
** Further details of the supply chain reorganisation and process and system change delivery metrics are set out below:
Supply chain reorganisation (10%)
Metric
Minimum 5%
7.5%
Maximum 10%
Effective implementation of
supply chain reorganisation
in 2019
Full consolidation of doughnut
and cream production activity
into Centres of Excellence
Installation of one further
production platform
Installation of one further
production platform
The Committee considered performance against the targets set at the start of the year. The business was successful in
consolidating all doughnut bases and cream production into centres of excellence, with the distribution network implemented
to support these products. Additionally, the vast majority of doughnuts are now iced and filled by machine, although, as at the
year-end, hand finishing of two lines was required, in part due to exceptional levels of demand. In other areas, the business
successfully installed two further production platforms: a new bread line in Enfield and a further platform in Treforest. Taking
all these factors into account, the Committee determined that 90 per cent of this element of the bonus was payable. This led
to a payout at a level of nine per cent of the maximum ten per cent available.
Process and system change delivery (10%)
Metric
Minimum 5%
7.5%
Maximum 10%
Implementation of critical
IT systems with successful
operation and acceptance
into service
Implementation and
acceptance into service of
Balliol Manufacturing & Logistics
and the new payroll system
Implementation of one further
IT solution or site
Implementation of one further
IT solution or site
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Greggs plc Annual Report and Accounts 2019
The Committee considered performance against the targets set at the start of the year. Balliol Manufacturing & Logistics was
successfully implemented and introduced into service. Major IT solutions were introduced for salaried staff and the retail weekly
payroll, with rollout for the supply chain weekly payroll due in early 2020. In addition, new IT solutions were implemented in the
Amesbury and Enfield distribution centres. Taking all these factors into account, the Committee determined that 90 per cent of
this element of the bonus was payable. This led to a payout at a level of nine per cent of the maximum ten per cent available.
Bonus achieved for 2019
Roger Whiteside
Richard Hutton
As % of maximum
97.7%
97.7%
The portion of the bonus earned in excess of 50% of the maximum will be paid in shares.
Details of the shares awarded in 2019 for the 2018 bonus year are outlined below. These were awarded on 28 March 2019 and will
be released on 28 March 2021:
Director
Roger Whiteside
Richard Hutton
Number of shares
awarded
1,846
760
Performance Share Plan award for performance over 2017 to 2019
The PSP award granted in 2017 measured EPS performance by reference to the three financial years to 28 December 2019 and
average annual ROCE over the three-year performance period 2017 to 2019. The performance targets that were set, together with
the performance delivered, are set out in the table below.
Metric
Condition
Threshold target
Stretch target
5% p.a.
(12.5% vesting)
11% p.a.
(100% vesting)
Actual*
17.4%
% vesting
50%
Earnings per share
Normalised average
(50%)
ROCE (50%)
annual EPS**
growth of 5 –11%
per annum over
three financial
years.
Average annual
ROCE over
the three-year
performance
period.
23%
(12.5% vesting)
27%
(100% vesting)
29.3%
50%
* From 30 December 2018 the Company has implemented IFRS 16 leases and has chosen to use the modified transition approach. The comparative figures for 2018
have therefore not been restated and, as a result, the base figures for the 2017 PSP award were determined on a different accounting basis to the 2019 results. The
Remuneration Committee agreed during the year to make appropriate adjustments to reflect the impact of IFRS 16. The adjustment figure is an increase to profit
before tax of £4.2 million giving an adjusted figure of £118.4 million. The tax charge is increased by £0.9 million to give an adjusted profit after tax of £95.1 million.
For the calculation of ROCE the total assets less current liabilities will be reduced by £219.2 million to reflect the impact of the inclusion of right-of-use assets and
current lease liabilities.
** Normalised EPS is the Company’s reported earnings per share excluding exceptional items.
Total vesting
100%
Greggs plc Annual Report and Accounts 2019
77
AccountsDirectors’ ReportStrategic Report
Directors’ remuneration report continued
Annual remuneration report continued
The figures used for the measurement of PSP performance can be reconciled to the statutory accounts as follows:
EPS
Underlying profit before tax
Income tax
Underlying profit after tax
2019 as reported
(see page 94)
£m
IFRS 16
adjustments
£m
2019 for
PSP calculations
£m
114.2
(22.4)
91.8
4.2
(0.9)
3.3
118.4
(23.3)
95.1
Weighted average number of ordinary shares during the year (see note 9)
Underlying earnings per share
100,813,153
91.0p
100,813,153
3.3p
100,813,153
94.3p
When compared to the 2016 base EPS of 62.0p the 2019 adjusted figure of 94.3p gives an average annual increase of 17.4 per cent.
ROCE
Underlying profit before tax
Capital employed
Opening
Closing
Average
Return on capital employed
2019 as reported
(see page 94)
£m
114.2
559.3
580.1
569.7
20.0%
IFRS 16
adjustments
£m
4.2
(216.3)
(219.2)*
2019 for
PSP calculations
£m
118.4
343.0
360.9
352.0
33.6%
* This adjustment is based on forecasts made on transition and therefore cannot be reconciled to the accounts.
ROCE in 2017 and 2018 was 26.9% and 27.4% respectively and when combined with the adjusted figure for 2019 of 33.6% this
gives an average of 29.3%
These awards will vest on 19 May 2020.
The table below details the impact of share price appreciation on the value of this PSP award.
Executive
Roger Whiteside
Richard Hutton
Number of
shares at grant
Value at
grant1
Vesting
outcome
Number of
shares to vest
Estimated
value2
Value attributable
to share price
growth
57,303
27,041
£614,288
£289,880
100%
100%
57,303
£1,134,026
£519,738
27,041
£535,141
£245,262
Notes:
1 Based on a share price at grant of £10.72.
2 Based on a three-month average share price to 28 December 2019 of £19.79.
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Greggs plc Annual Report and Accounts 2019
Performance Share Plan Awards granted during 2019 are as follows:
Executive
Type of award
Basis of award
granted
Share price at
date of grant
(11 April 2019)
Number
of shares over
which award
was granted
Face value
of award
% of face value
that would vest
at threshold
performance
Roger Whiteside
115% of salary
£18.30
35,543
£650,437
Richard Hutton
Nil cost
options
95% of salary
£18.30
16,772
£306,927
25%
Vesting
performance
measurement
period
Three
financial
years to
1 January
2022
The target ranges for this award are as follows:
– EPS average annual growth of 5 to 11 per cent over three years from the 2018 financial year end.
– Average annual ROCE over the three-year performance period (2019, 2020 and 2021) to be in the range 24 to 28 per cent.
In both cases, 25 per cent of the award will vest on achieving threshold performance and thereafter straight-line sliding scales will
apply until stretch performance is achieved. A holding period is attached to vested PSP awards requiring the vested shares to be
held (net of tax) for a further two years.
Outstanding share awards
The following table sets out details of the PSP and savings-related share options (all of which were granted at a £nil cost to the
Executive Director concerned) held by, or granted to, each Executive Director during the year:
At
30 December
2018
number
Granted
number
Exercised
number
Lapsed
number
At
28 December
2019
number
Exercise
price
Date of
grant
Market price
of each share
at date of
grant
Date from
which
exercisable
Expiry
date
Scheme
Roger
Whiteside
Richard
Hutton
42,560
57,303
52,800
–
148
169
124
–
–
–
–
35,543
–
–
–
84
34,1291
–
–
–
1482
–
–
–
8,431
–
–
–
–
–
–
–
–
57,303
52,800
35,543
–
169
124
84
£nil Mar 16
£nil May 17
£nil Mar 18
Apr 19
£nil
Apr 16
£8.70
Apr 17
£8.07
Apr 18
£9.54
Apr 19
£14.84
£11.020 Mar 19 Mar 26
£10.720 May 20 May 27
£11.960 Mar 21 Mar 28
Apr 22
Apr 29
£18.300
Jun 19 Nov 19
Jun 20 Nov 20
Jun 21 Nov 21
Jun 22 Nov 22
153,104
35,627
34,277
8,431
146,023
18,910
27,041
24,916
–
148
169
124
–
–
–
–
16,772
–
–
–
84
15,1643
–
–
–
1482
–
–
–
3,746
–
–
–
–
–
–
–
71,308
16,856
15,312
3,746
–
27,041
24,916
16,772
–
169
124
84
69,106
£nil Mar 16
£nil May 17
£nil Mar 18
Apr 19
£nil
Apr 16
£8.70
Apr 17
£8.07
Apr 18
£9.54
Apr 19
£14.84
£11.020 Mar 19 Mar 26
£10.720 May 20 May 27
£11.960 Mar 21 Mar 28
Apr 29
Apr 22
£18.300
Jun 19 Nov 19
Jun 20 Nov 20
Jun 21 Nov 21
Jun 22 Nov 22
PSP
PSP
PSP
PSP
SAYE
SAYE
SAYE
SAYE
PSP
PSP
PSP
PSP
SAYE
SAYE
SAYE
SAYE
Notes:
1 The market value on the date of exercise was £22.360 and the resultant gain on exercise was £763,124.
2 The market value on the date of exercise was £21.560 and the resultant gain on exercise was £1,903.
3 The market value on the date of exercise was £18.370 and the resultant gain on exercise was £278,563.
Greggs plc Annual Report and Accounts 2019
79
AccountsDirectors’ ReportStrategic Report Directors’ remuneration report continued
Annual remuneration report continued
Options granted under the all-employee SAYE scheme are not subject to performance conditions.
The mid-market price of ordinary shares in the Company as at 28 December 2019 was £22.96. The highest and lowest mid-market
prices of ordinary shares during the financial year were £24.76 and £12.68, respectively.
Legacy defined benefit pension scheme (Audited)
The following table sets out the change in each Director’s accrued pension in the Company’s defined benefit pension scheme
during the year and their accrued benefits in the scheme at the year end:
Executive Director
Date of birth
Date service
commenced
Accrued annual
pension
entitlement as at
30 December
2018
£
Accrued annual
pension
entitlement as at
28 December
2019
£
Increase in
accrued pension
entitlement for
the year
£
Increase in
accrued pension
entitlement for
the year net of
inflation of
1.2694%
£
Transfer value
of increase in
accrued pension
entitlement for
the year
£
Richard Hutton
3 June 68
7 Jan 98
18,522
18,522
–
–
–
Notes:
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.
2 The inflation rate of 1.269 per cent shown in the table above is that published by the Secretary of State for Work & Pensions in accordance with Schedule 3 of the
Pensions Schemes Act 1993.
Richard Hutton
335,631
371,422
–
Cash equivalent transfer value as at
29 December 2018
£
Cash equivalent transfer value as at
28 December 2019
£
Increase in the cash equivalent transfer
value since 30 December 2018
£
Note:
Cash equivalent transfer values have been calculated in accordance with Actuaries Guidance Note GN11 and the increase is stated net of contributions made by the Director.
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.
The main features of the defined benefit pension scheme are:
– pension at normal retirement age of 1/60th of member’s final pensionable salary for each complete year and a proportionate amount for each additional
–
complete month of service from the date of joining the scheme until 5 April 2008 when the scheme was closed to future accrual;
choice of giving up part of the pension in exchange for a tax free cash sum subject to a limit of 25 per cent of the total value of the member’s benefits
under the scheme;
– pension payable in the event of ill health;
–
– normal retirement at age 65.
spouse’s pension on death; and
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Greggs plc Annual Report and Accounts 2019
Chief Executive pay compared to performance
The graph below shows a comparison of the total shareholder return for the Company’s shares for each of the last ten financial
years against the total shareholder return for the companies comprised in the FTSE 250 Index (excluding Investment Trusts) and
the FTSE 350 Index (excluding Investment Trusts).
These indices were chosen for this comparison because they include companies of broadly similar size to the Company.
800
700
600
500
400
300
200
100
0
D
e
c
-
0
9
D
D
D
D
D
D
D
D
D
D
e
c
-
1
0
e
c
-
1
1
e
e
e
e
e
e
e
e
c
-
1
2
c
-
1
3
c
-
1
4
c
-
1
5
c
-
1
6
c
-
1
7
c
-
1
8
c
-
1
9
FTSE 350
(excluding investment trusts)
FTSE 250
(excluding investment trusts)
Greggs
Remuneration outcomes for Chief Executive over last ten years
The table below shows the total remuneration figure for the Chief Executive over the same ten-year period as the graph above. The total
remuneration figure includes the annual bonus, pension and PSP/option awards which vested based on performance in those years.
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
Total remuneration £767,397 £707,245 £635,030 £1,011,381 £1,238,248 £2,462,193 £2,135,526 £1,676,652 £1,724,597 £2,530,080
Bonus (% of
max potential)
56.6%
38.6%
18.0%
20.0%
100.0%
93.7%
86.7%
64.3%
59.2%
97.7%
PSP/options
(% of max
potential)
n/a
0.0%
78.3%
n/a
n/a
100.0%
100.0%
100.0%
80.2%
100.0%
Directors’ shareholding and share interests (Audited)
Details of the shareholdings of each Executive Director as at 28 December 2019 and their interests in shares are detailed below
with the percentage holding calculated using the share price at that date. As stated in the Directors’ remuneration policy,
Executive Directors are required to build a shareholding equivalent in value to 200 per cent of basic salary:
Director
Roger Whiteside
Richard Hutton
Ian Durant
Allison Kirkby
Helena Ganczakowski
Peter McPhillips
Sandra Turner
Kate Ferry
Beneficially
owned at
28 December
2019
Beneficially
owned at
29 December
2018
Outstanding PSP
awards
Outstanding
option awards
% shareholding
achieved at
28 December
2019
150,306
89,218
11,700
n/a
1,100
1,000
1,000
–
222,666
82,591
11,700
1,600
1,100
1,000
1,000
–
145,646
68,729
–
–
–
–
–
–
377
377
–
–
–
–
–
–
610%
634%
n/a
n/a
n/a
n/a
n/a
n/a
There have been no changes since 28 December 2019 in the Directors’ interests noted above.
Greggs plc Annual Report and Accounts 2019
81
AccountsDirectors’ ReportStrategic Report Directors’ remuneration report continued
Annual Remuneration Committee report continued
Exit payments or payments to past Directors (Audited)
No payments for compensation or loss of office were paid to, or receivable by, any former Director.
External directorships
Executive Directors may take up one Non-Executive Directorship outside of the Company subject to the Board’s approval and
provided that such an appointment is not likely to lead to a conflict of interest. It is recognised that this can support a Director’s
development and enhance experience as well as benefit the Company. Executive Directors will be entitled to retain the fees of
such an appointment.
Roger Whiteside was appointed as Non-Executive Director of Card Factory plc effective from 4 December 2017. He retains the
fees that he earns. In 2019 this fee was £45,000.
Richard Hutton was appointed as Non-Executive Director of The Lakes Distillery Company plc effective from 1 June 2018.
He retains the fees that he earns. In 2019 this fee was £25,000.
Relative importance of spend on pay
The Committee is aware of the importance of pay across the business and the table below shows the expenditure and percentage
change in the overall spend on all colleague costs compared to other key financial indicators.
All colleague costs
Dividends
Retained profit (excluding exceptional items)
Corporation tax paid
* includes the impact of the special dividend paid in October 2019
2019
£m
410.3
72.1
91.8
20.3
2018
£m
368.3
33.1
71.6
16.1
% increase
11.4%
117.8%*
28.2%
26.1%
Percentage change in remuneration of Director undertaking role of Chief Executive
The table below sets out the percentage change in remuneration for the Chief Executive compared to the wider workforce. For this
purpose the wider workforce is defined as all full-time head office management colleagues as they too are entitled to receive benefits
and annual bonus awards.
Chief Executive
– Salary
– Benefits
– Performance pay
Average per colleague
– Salary
– Benefits*
– Performance pay
% change from
2018 to 2019
3.0%
(0.1%)
75.6%
3.2%
13.1%
85.5%
* The average employee benefits figure is based on tax year 2018/2019 for 2019 and tax year 2017/2018 for 2018.
Chief Executive pay ratio reporting
Outlined below is the ratio of the Chief Executive’s single figure of total remuneration for 2019 expressed as a multiple of total
remuneration for UK employees.
The three ratios referenced below are calculated by reference to the employees at the 25th, 50th and 75th percentile.
We additionally disclose the total pay and benefits and base salary of the employees used to calculate the ratios.
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Greggs plc Annual Report and Accounts 2019
In time, the table below will build to represent ten years of data:
Financial year
2019
Method
Option B
25th percentile pay ratio
Median pay ratio
75th percentile pay ratio
132:1
126:1
108:1
Full-year pay data for the 2019 financial year has been used to calculate the ratios.
The employee data used to calculate the ratios is as follows:
Total pay and benefits
Base salary
25th percentile
£19,151
£17,868
Median
£20,014
£18,385
75th percentile
£23,350
£21,544
The following adjustments have been made in order to calculate the figures above:
– We have used the assumption of a 40-hour week in order to calculate the hourly rate for the Chief Executive from the single
total remuneration figure (see page 81).
– As the hours our colleagues work vary week to week we have converted their hourly rate of pay into the equivalent 40-hour
week in order that this is directly comparable with the hourly rate for the Chief Executive.
Of the three options set out in the new legislation for calculating the Chief Executive pay ratio, we have opted to use Option B –
which uses Gender Pay Gap (GPG) data – to calculate the pay ratio. We believe the steady nature of our workforce ensures that
the representative group remains the same as those individuals who are identified through the GPG reporting process.
The individuals represented at the 25th, median and 75th percentile are all colleagues within our retail shops. The nature of our
workforce and demographics are such that we have over 80 per cent of our colleagues working in our front-line shop operations
which is characteristic of our sector.
As required in the regulations, we confirm our belief that the median pay ratio for the year is consistent with the Company’s wider
pay, reward and progression policies affecting our employees. Our pay reflects the key market in which we operate, although we
also support our colleagues with additional benefits such as profit share and SAYE participation. We also continue to support our
colleagues in an environment that is driven by our core culture and values. In the context of this exceptional year of performance,
the Board also agreed to make a special payment to all colleagues below the Board in recognition of their crucial contribution
to business success. All our colleagues shared in a one-off payment costing £7 million which was paid at the end of January 2020
and was in addition to the annual profit share payment all our eligible colleagues receive.
Changes to the basic salary of our Chief Executive have consistently been in line with the base pay award given to our colleagues
over the last five years. Although the variable pay of our Chief Executive has increased in the last few years this is reflected in the
increased Company value over the representative period and more specifically in the exceptional business performance in 2019.
Our colleagues who own shares in the business have benefited from this share price appreciation.
This report was approved by the Board on 3 March 2020.
Signed on behalf of the Board
Sandra Turner
Chair of Remuneration Committee
3 March 2020
Greggs plc Annual Report and Accounts 2019
83
AccountsDirectors’ ReportStrategic Report
“ Eventually, there will be one shop
which will have a drive-thru lane,
a queue of people who have walked
in as normal, a queue of people who
ordered on their phone and have
come to collect, and a queue of
people with helmets on to pick up
deliveries. Some of our shops will
have all those queues happening
at the same time and so we’ve got
to think about how we manage them
all quickly, seamlessly and with
a smile. If we can do that, we’ve
got a winning formula.”
84
84
Greggs plc Annual Report and Accounts 2019
Greggs plc Annual Report and Accounts 2019
Directors responsibilities
Statement of Directors’ responsibilities in respect of the annual report and accounts.
The Directors are responsible for preparing the Annual Report and the Group and Parent Company accounts in accordance with
applicable law and regulations.
Company law requires the Directors to prepare Group and Parent Company accounts for each financial year. Under that law they
are required to prepare the Group accounts in accordance with International Financial Reporting Standards as adopted by the
European Union (IFRSs as adopted by the EU) and applicable law and have elected to prepare the Parent Company accounts on
the same basis.
Under company law the Directors must not approve the accounts unless they are satisfied that they give a true and fair view of
the state of affairs of the Group and Parent Company and of their profit or loss for that period. In preparing each of the Group
and Parent Company accounts, the Directors are required to:
– select suitable accounting policies and then apply them consistently;
– make judgements and estimates that are reasonable, relevant and reliable;
– state whether they have been prepared in accordance with IFRSs as adopted by the EU;
– assess the Group and Parent Company’s ability to continue as a going concern, disclosing, as applicable, matters related
to going concern; and
– use the going concern basis of accounting unless they either intend to liquidate the Group or the Parent Company or to cease
operations, or have no realistic alternative but to do so.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Parent Company’s
transactions and disclose with reasonable accuracy at any time the financial position of the Parent Company and enable them to
ensure that its accounts comply with the Companies Act 2006. They are responsible for such internal control as they determine is
necessary to enable the preparation of accounts that are free from material misstatement, whether due to fraud or error, and have
general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent
and detect fraud and other irregularities.
Under applicable law and regulations, the Directors are also responsible for preparing a strategic report, Directors’ report, Directors’
remuneration report and corporate governance statement that comply with that law and those regulations. The Directors are
responsible for the maintenance and integrity of the corporate and financial information included on the Company’s website.
Legislation in the UK governing the preparation and dissemination of accounts may differ from legislation in other jurisdictions.
Responsibility statement of the directors in respect of the annual accounts
We confirm that to the best of our knowledge:
– the accounts, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets,
liabilities, financial position and profit or loss of the Company and the undertakings included in the consolidation taken as
a whole; and
– the strategic report and Directors’ report include a fair review of the development and performance of the business and the
position of the issuer and the undertakings included in the consolidation taken as a whole, together with a description of the
principal risks and uncertainties that they face.
We consider the annual report and accounts, taken as a whole, is fair, balanced and understandable and provides the information
necessary for shareholders to assess the Group’s position and performance, business model and strategy.
Roger Whiteside
Chief Executive
3 March 2020
Richard Hutton
Finance Director
Greggs plc Annual Report and Accounts 2019
85
AccountsDirectors’ ReportStrategic Report
Independent auditor’s report
to the members of Greggs plc
1. Our opinion is unmodified
We have audited the accounts of Greggs plc (‘the Company’) for the 52 weeks ended 28 December 2019 which comprise the
consolidated income statement, consolidated statement of comprehensive income, balance sheets, statements of changes in
equity, statements of cash flows and the related notes, including the accounting policies.
In our opinion:
– the accounts give a true and fair view of the state of the Group’s and of the Parent Company’s affairs as at 28 December 2019
and of the Group’s profit for the year then ended;
– the Group accounts have been properly prepared in accordance with International Financial Reporting Standards as adopted
by the European Union (‘IFRSs as adopted by the EU’);
– the Parent Company accounts have been properly prepared in accordance with IFRSs as adopted by the EU and as applied
in accordance with the provisions of the Companies Act 2006; and
– the accounts have been prepared in accordance with the requirements of the Companies Act 2006 and, as regards the Group
accounts, Article 4 of the IAS Regulation.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (‘ISAs (UK)’) and applicable law. Our responsibilities
are described below. We believe that the audit evidence we have obtained is a sufficient and appropriate basis for our opinion.
Our audit opinion is consistent with our report to the audit committee.
We were first appointed as auditor by the Company before 1984. The period of total uninterrupted engagement is for more than
the 36 financial years ended 28 December 2019. We have fulfilled our ethical responsibilities under, and we remain independent
of the Group in accordance with, UK ethical requirements including the FRC Ethical Standard as applied to listed public interest
entities. No non-audit services prohibited by that standard were provided.
Overview
Materiality: Group accounts
as a whole
Coverage
Key audit matters
Recurring risks
£5.0m (2018: £4.0m)
4.4% (2018: 4.5%) of normalised PBT
100% (2018:100%) of Group profit before tax
vs 2018
New: Valuation of lease liabilities
Valuation of defined benefit pension obligation
The impact of uncertainties due to the UK
exiting the European Union.
2. Key audit matters: including our assessment of risks of material misstatement
Key audit matters are those matters that, in our professional judgement, were of most significance in the audit of the accounts and
include the most significant assessed risks of material misstatement (whether or not due to fraud) identified by us, including those
which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the
engagement team. We summarise below the key audit matters, in arriving at our audit opinion above, together with our key audit
procedures to address those matters and, as required for public interest entities, our results from those procedures. These matters
were addressed, and our results are based on procedures undertaken, in the context of, and solely for the purpose of, our audit
of the accounts as a whole, and in forming our opinion thereon, and consequently are incidental to that opinion, and we do not
provide a separate opinion on these matters.
86
Greggs plc Annual Report and Accounts 2019
The risk
Our response
The impact
of uncertainties
due to the UK
exiting the
European Union
on our audit.
(Group and
Parent Company)
Refer to page 32
(principal risks),
page 29 (viability
statement), pages
48-55 (Audit
Committee
report), page 99
(accounting policy)
and page 108
(financial
disclosures).
Unprecedented levels of uncertainty
All audits assess and challenge the reasonableness
of estimates, in particular as described in valuation
of lease liabilities and valuation of defined benefit
pension obligation below, and related disclosures
and the appropriateness of the going concern
basis of preparation of the accounts. All of these
depend on assessments of the future economic
environment and the Group’s future prospects
and performance.
In addition, we are required to consider the
other information presented in the annual
report including the principal risks disclosure
and the viability statement and to consider
the Directors’ statement that the annual report
and accounts taken as a whole is fair, balanced
and understandable and provides the information
necessary for shareholders to assess the Group’s
position and performance, business model
and strategy.
Brexit is one of the most significant economic
events for the UK and its effects are subject
to unprecedented levels of uncertainty of
consequences, with the full range of possible
effects unknown.
We developed a standardised firm-wide approach
to the consideration of the uncertainties arising
from Brexit in planning and performing our audits.
Our procedures included:
– Our Brexit knowledge – We considered the
Directors’ assessment of Brexit-related sources
of risk for the Group’s business and financial
resources compared with our own
understanding of the risks. We considered
the Directors’ plans to take action to mitigate
the risks.
– Sensitivity analysis – When addressing
valuation of lease liabilities and valuation of
defined benefit pension obligation and other
areas that depend on forecasts, we compared
the Directors’ analysis to our assessment of
the full range of reasonably possible scenarios
resulting from Brexit uncertainty and, where
forecast cash flows are required to be
discounted, considered adjustments to discount
rates for the level of remaining uncertainty.
– Assessing transparency – As well as assessing
individual disclosures we considered all of the
Brexit related disclosures together, including
those in the strategic report, comparing the
overall picture against our understanding of
the risks.
Our results
– We found the resulting estimates and related
disclosures and disclosures in relation to going
concern to be acceptable. However, no audit
should be expected to predict the unknowable
factors or all possible future implications for
a company and this is particularly the case
in relation to Brexit.
Greggs plc Annual Report and Accounts 2019
87
AccountsDirectors’ ReportStrategic Report Independent auditor’s report continued
to the members of Greggs plc
2. Key audit matters: including our assessment of risks of material misstatement continued
The risk
Our response
Our procedures included:
– Sensitivity analysis: performing sensitivity
analyses over the assumptions and considering
the outcomes with reference to benchmarks
to identify the key assumptions affecting
the valuation;
– Our sector experience: evaluating assumed
lease terms with reference to contracts and
legal rights, as well as our understanding of
the facts and circumstances surrounding the
shop’s trade;
– Historical comparisons: comparing assumed
lease terms with actual terms of leases which
have expired or have been renewed during
the period;
– Tests of detail: corroborating the Group’s
credit risk assumption with reference to
correspondence with bankers;
– Benchmarking assumptions: comparing
the discount rates to market information
including gilts and corporate bonds; and
– Assessing transparency: Assessing the
adequacy of the Group’s disclosures about
the sensitivity of the valuation of lease
liabilities to changes in key assumptions.
Our results
– We found the valuation of lease liabilities
to be acceptable.
Valuation of
lease liabilities
(Group and
Parent Company)
(£275.7 million)
Refer to page 50
(Audit Committee
Report), pages
100-102
(accounting policy)
and pages 116-117
(financial
disclosures).
Subjective valuation
The Group has over 1,700 Company-managed
shops, the majority of which are leased. The Group
is required to recognise a lease liability in relation
to practically all of these leases. The calculation
of lease liabilities requires assumptions of the
lease term and the discount rate, each of which
can have a significant impact on the lease
liabilities recognised.
Judgement arises in determining the lease
term as this relies on assessing the likelihood
of continued use of the leased asset after the
contractually committed period – for example
in circumstances where the Group remains in
occupation using rights arising from the Landlord
and Tenant Act 1954.
Estimation uncertainty arises in respect of the
discount rate where the implicit rate in the lease
is not available, as is typical in the Group’s shop
leases. In those circumstances the Group bases the
discount rate on the incremental borrowing rate.
The incremental borrowing rate is an unobservable
input based on assumptions of the Group’s credit
risk and specific risks of leased assets.
Small changes in either of these assumptions
across a number of leases could lead to a material
change in the valuation of lease liabilities.
The effect of these matters is that, as part of our
risk assessment, we determined that the valuation
of lease liabilities has a high degree of estimation
uncertainty, with a potential range of reasonable
outcomes greater than our materiality for the
accounts as a whole. The accounts (pages 101
to 102) disclose the sensitivity estimated by
the Group.
88
Greggs plc Annual Report and Accounts 2019
The risk
Our response
Subjective valuation
Small changes in the assumptions and estimates
used to value the Group’s pension obligation
(before deducting scheme assets) would have a
significant effect on the Group’s and Company’s
net pension deficit.
The effect of these matters is that, as part of our
risk assessment, we determined that valuation
of the defined benefit pension obligation has
a high degree of estimation uncertainty, with
a potential range of reasonable outcomes
greater than our materiality for the accounts
as a whole. The accounts (note 21) disclose the
range/sensitivity estimated by the Group.
Our procedures included:
– Benchmarking assumptions: Challenging, with
the support of our own actuarial specialists, the
key assumptions applied, being the discount
rate, inflation rate, and mortality/life expectancy
against externally derived data; and
– Assessing transparency: Considering the
adequacy of the Group’s disclosures in respect of
the sensitivity of the deficit to these assumptions.
Our results
– We found the valuation of the pension obligation
to be acceptable (2018 result: acceptable).
Valuation
of defined
benefit pension
obligation
(Group and
Parent Company)
(£127.6 million;
2018: £113.5
million)
Refer to page 51
(Audit Committee
Report), page 105
(accounting policy)
and pages 123-128
(financial
disclosures).
3. Our application of materiality and an overview of the scope of our audit
Materiality for the accounts as a whole was set at £5.0m (2018: £4.0m), determined with reference to a benchmark of Group profit
before tax normalised to exclude exceptional items (as disclosed in note 4 to the accounts) of which it represents 4.4% (2018: 4.5%).
Materiality for the Parent Company accounts as a whole was set at £5.0m (2018: £4.0m) determined with reference to a benchmark
of Company profit before tax normalised to exclude exceptional items of which it represents 4.4% (2018: 4.5%).
We agreed to report to the Audit Committee any corrected or uncorrected misstatements exceeding £250,000 (2018: £200,000),
in addition to other identified misstatements that warranted reporting on qualitative grounds.
The Group audit team performed the audit of the Group as if it was a single aggregated set of financial information which covered
100% (2018: 100%) of total Group revenue, Group profit before tax and total Group assets. The audit was performed using the
materiality levels set out above. The Group team performed procedures on the items excluded from normalised Group profit
before tax.
Profit before tax
(before exceptional items)
£114.2m (2018: £89.8m)
Group Maternity
£5.0m (2018: £4.0m)
£5.0m
Whole accounts materiality
(2018: £4.0m)
Profit before tax
Group materiality
£250,000
Misstatements reported
to the audit committee
(2018: £200,000)
Greggs plc Annual Report and Accounts 2019
89
AccountsDirectors’ ReportStrategic Report Independent auditor’s report continued
to the members of Greggs plc
4. We have nothing to report on going concern
The Directors have prepared the accounts on the going concern basis as they do not intend to liquidate the Company or the
Group or to cease their operations, and as they have concluded that the Company’s and the Group’s financial position means that
this is realistic. They have also concluded that there are no material uncertainties that could have cast significant doubt over their
ability to continue as a going concern for at least a year from the date of approval of the accounts (‘the going concern period’).
Our responsibility is to conclude on the appropriateness of the Directors’ conclusions and, had there been a material uncertainty
related to going concern, to make reference to that in this audit report. However, as we cannot predict all future events or
conditions and as subsequent events may result in outcomes that are inconsistent with judgements that were reasonable at the
time they were made, the absence of reference to a material uncertainty in this auditor's report is not a guarantee that the Group
and the Company will continue in operation.
In our evaluation of the Directors’ conclusions, we considered the inherent risks to the Group’s and Company’s business model
and analysed how those risks might affect the Group’s and Company’s financial resources or ability to continue operations over the
going concern period. The risks that we considered most likely to adversely affect the Group’s and Company’s available financial
resources over this period were:
– The impact of a brand-damaging food scare on customer demand;
– The impact of a significant business continuity issue affecting the Group’s production facilities; and
– The impact of Brexit on the Group’s supply chain.
As these were risks that could potentially cast significant doubt on the Group’s and the Company's ability to continue as a going
concern, we considered sensitivities over the level of available financial resources indicated by the Group’s financial forecasts
taking account of reasonably possible (but not unrealistic) adverse effects that could arise from these risks individually and
collectively and evaluated the achievability of the actions the Directors consider they would take to improve the position should
the risks materialise. We also considered less predictable but realistic second order impacts, such as the impact of Brexit and the
erosion of customer or supplier confidence, which could result in a rapid reduction of available financial resources.
Based on this work, we are required to report to you if:
– we have anything material to add or draw attention to in relation to the Directors’ statement in Note 1 to the accounts on
the use of the going concern basis of accounting with no material uncertainties that may cast significant doubt over the
Group and Company’s use of that basis for a period of at least twelve months from the date of approval of the accounts; or
– the related statement under the Listing Rules set out on pages 46-47 is materially inconsistent with our audit knowledge.
We have nothing to report in these respects, and we did not identify going concern as a key audit matter.
5. We have nothing to report on the other information in the annual report
The Directors are responsible for the other information presented in the annual report together with the accounts. Our opinion
on the accounts does not cover the other information and, accordingly, we do not express an audit opinion or, except as explicitly
stated below, any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether, based on our accounts audit work, the
information therein is materially misstated or inconsistent with the accounts or our audit knowledge. Based solely on that work
we have not identified material misstatements in the other information.
Strategic report and Directors’ report
Based solely on our work on the other information:
– we have not identified material misstatements in the strategic report and the Directors’ report;
– in our opinion the information given in those reports for the financial year is consistent with the accounts; and
– in our opinion those reports have been prepared in accordance with the Companies Act 2006.
90
Greggs plc Annual Report and Accounts 2019
Directors’ remuneration report
In our opinion the part of the Directors’ remuneration report to be audited has been properly prepared in accordance with the
Companies Act 2006.
Disclosures of principal risks and longer-term viability
Based on the knowledge we acquired during our accounts audit, we have nothing material to add or draw attention to in relation to:
– the Directors’ confirmation within the viability statement (page 29) that they have carried out a robust assessment of the principal
risks facing the Group, including those that would threaten its business model, future performance, solvency and liquidity;
– the principal risks and uncertainties disclosures describing these risks and explaining how they are being managed and
mitigated; and
– the Directors’ explanation in the viability statement of how they have assessed the prospects of the Group, over what period
they have done so and why they considered that period to be appropriate, and their statement as to whether they have a
reasonable expectation that the Group will be able to continue in operation and meet its liabilities as they fall due over the
period of their assessment, including any related disclosures drawing attention to any necessary qualifications or assumptions.
Under the Listing Rules we are required to review the viability statement. We have nothing to report in this respect.
Our work is limited to assessing these matters in the context of only the knowledge acquired during our accounts audit. As we cannot
predict all future events or conditions and as subsequent events may result in outcomes that are inconsistent with judgements that
were reasonable at the time they were made, the absence of anything to report on these statements is not a guarantee as to the
Group’s and Company’s longer-term viability.
Corporate governance disclosures
We are required to report to you if:
– we have identified material inconsistencies between the knowledge we acquired during our accounts audit and the Directors’
statement that they consider that the annual report and accounts taken as a whole is fair, balanced and understandable and
provides the information necessary for shareholders to assess the Group’s position and performance, business model and
strategy; or
– the section of the annual report describing the work of the Audit Committee does not appropriately address matters
communicated by us to the Audit Committee.
We are required to report to you if the corporate governance statement does not properly disclose a departure from the eleven
provisions of the UK Corporate Governance Code specified by the Listing Rules for our review.
We have nothing to report in these respects.
6. We have nothing to report on the other matters on which we are required to report by exception
Under the Companies Act 2006, we are required to report to you if, in our opinion:
– adequate accounting records have not been kept by the Parent Company, or returns adequate for our audit have not been
received from branches not visited by us; or
– the Parent Company accounts and the part of the Directors’ remuneration report to be audited are not in agreement with
the accounting records and returns; or
– certain disclosures of Directors’ remuneration specified by law are not made; or
– we have not received all the information and explanations we require for our audit.
We have nothing to report in these respects.
Greggs plc Annual Report and Accounts 2019
91
AccountsDirectors’ ReportStrategic Report Independent auditor’s report continued
to the members of Greggs plc
7. Respective responsibilities
Directors’ responsibilities
As explained more fully in their statement set out on page 85, the Directors are responsible for: the preparation of the accounts
including being satisfied that they give a true and fair view; such internal control as they determine is necessary to enable the
preparation of accounts that are free from material misstatement, whether due to fraud or error; assessing the Group and Parent
Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and using the
going concern basis of accounting unless they either intend to liquidate the Group or the Parent Company or to cease operations,
or have no realistic alternative but to do so.
Auditor’s responsibilities
Our objectives are to obtain reasonable assurance about whether the accounts as a whole are free from material misstatement,
whether due to fraud or other irregularities (see below), or error, and to issue our opinion in an auditor’s report. Reasonable
assurance is a high level of assurance, but does not guarantee that an audit conducted in accordance with ISAs (UK) will always
detect a material misstatement when it exists. Misstatements can arise from fraud, other irregularities or error and are considered
material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken
on the basis of the accounts.
A fuller description of our responsibilities is provided on the FRC’s website at www.frc.org.uk/auditorsresponsibilities.
Irregularities – ability to detect
We identified areas of laws and regulations that could reasonably be expected to have a material effect on the accounts from our
general commercial and sector experience, through discussion with the Directors and other management (as required by auditing
standards), and discussed with the Directors and other management the policies and procedures regarding compliance with laws
and regulations. We communicated identified laws and regulations throughout our team and remained alert to any indications
of non-compliance throughout the audit.
The potential effect of these laws and regulations on the accounts varies considerably.
Firstly, the Group is subject to laws and regulations that directly affect the accounts including financial reporting legislation
(including related companies legislation), distributable profits legislation, taxation legislation and defined benefit pension
legislation and we assessed the extent of compliance with these laws and regulations as part of our procedures on the related
accounts items.
Secondly, the Group is subject to many other laws and regulations where the consequences of non-compliance could have
a material effect on amounts or disclosures in the accounts, for instance through the imposition of fines or litigation or the loss
of the Group’s license to operate. We identified the following areas as those most likely to have such an effect: Food Safety, Health
and Safety and Employment Law, recognising the nature of the Group’s activities. Auditing standards limit the required audit
procedures to identify non-compliance with these laws and regulations to enquiry of the Directors and other management and
inspection of regulatory and legal correspondence, if any. Through these procedures, we became aware of actual or suspected
non-compliance and considered the effect as part of our procedures on the related accounts items. The identified actual or
suspected non-compliance was not sufficiently significant to our audit to result in our response being identified as a key audit matter.
92
Greggs plc Annual Report and Accounts 2019
Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material
misstatements in the accounts, even though we have properly planned and performed our audit in accordance with auditing
standards. For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and
transactions reflected in the accounts, the less likely the inherently limited procedures required by auditing standards would
identify it. In addition, as with any audit, there remained a higher risk of non-detection of irregularities, as these may involve
collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. We are not responsible for
preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.
8. The purpose of our audit work and to whom we owe our responsibilities
This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act
2006. Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to
state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the Company and the Company’s members, as a body, for our audit work, for this report, or for
the opinions we have formed.
Nick Plumb
(Senior Statutory Auditor)
for and on behalf of KPMG LLP, Statutory Auditor
Chartered Accountants
Quayside House
110 Quayside
Newcastle Upon Tyne
NE1 3DX
3 March 2020
Greggs plc Annual Report and Accounts 2019
93
AccountsDirectors’ ReportStrategic Report Consolidated income statement
for the 52 weeks ended 28 December 2019 (2018: 52 weeks ended 29 December 2018)
2019
Excluding
exceptional
items
IFRS 16
£m
2019
Exceptional
items
(see Note 4)
IFRS 16
£m
1,167.9
(412.2)
755.7
(572.8)
(62.2)
120.7
(6.5)
114.2
(22.4)
91.8
91.0p
89.7p
–
(5.9)
(5.9)
–
–
(5.9)
–
(5.9)
1.1
(4.8)
(4.8p)
(4.7p)
Note
1
6
3-6
8
9
9
2019
Total
IFRS 16
£m
1,167.9
(418.1)
749.8
(572.8)
(62.2)
114.8
(6.5)
108.3
(21.3)
87.0
86.2p
85.0p
2018
Excluding
exceptional
items
IAS 17
£m
1,029.3
(373.4)
655.9
(513.2)
(52.9)
89.8
–
89.8
(18.2)
71.6
71.1p
70.3p
2018
Exceptional items
(see Note 4)
IAS 17
£m
–
(5.9)
(5.9)
0.4
(1.7)
(7.2)
–
(7.2)
1.3
(5.9)
(5.9p)
(5.8p)
2018
Total
IAS 17
£m
1,029.3
(379.3)
650.0
(512.8)
(54.6)
82.6
–
82.6
(16.9)
65.7
65.2p
64.5p
Revenue
Cost of sales
Gross profit
Distribution and selling costs
Administrative expenses
Operating profit
Finance expense
Profit before tax
Income tax
Profit for the financial year
attributable to equity
holders of the Parent
Basic earnings per share
Diluted earnings per share
At 30 December 2018 the Company implemented IFRS 16 Leases using the modified retrospective transition method. As a result
the comparative figures have not been restated and are presented on an IAS 17 basis.
Consolidated statement of comprehensive income
for the 52 weeks ended 28 December 2019 (2018: 52 weeks ended 29 December 2018)
Profit for the financial year
Other comprehensive income
Items that will not be recycled to profit and loss:
Remeasurements on defined benefit pension plans
Tax on remeasurements on defined benefit pension plans
Other comprehensive income for the financial year, net of income tax
Total comprehensive income for the financial year
Note
21
8
2019
IFRS 16
£m
87.0
3.0
(0.5)
2.5
89.5
2018
IAS 17
£m
65.7
1.0
(0.2)
0.8
66.5
94
Greggs plc Annual Report and Accounts 2019
Balance sheets
at 28 December 2019 (2018: 29 December 2018)
ASSETS
Non-current assets
Intangible assets
Property, plant and equipment
Right-of-use assets
Investments
Deferred tax asset
Current assets
Inventories
Trade and other receivables
Cash and cash equivalents
Total assets
LIABILITIES
Current liabilities
Trade and other payables
Current tax liability
Lease liabilities
Provisions
Non-current liabilities
Other payables
Defined benefit pension liability
Lease liabilities
Long-term provisions
Total liabilities
Net assets
EQUITY
Capital and reserves
Issued capital
Share premium account
Capital redemption reserve
Retained earnings
Total equity attributable to equity holders of the Parent
Note
10
12
11
13
14
15
16
17
18
19
11
22
20
21
11
22
23
23
Group
Parent Company
2019
IFRS 16
£m
16.8
353.7
272.7
–
3.3
646.5
23.9
27.1
91.3
142.3
788.8
(142.3)
(11.8)
(48.8)
(5.8)
(208.7)
(4.2)
(0.6)
(226.9)
(1.6)
(233.3)
(442.0)
346.8
2.0
13.5
0.4
330.9
346.8
2018
IAS 17
£m
2019
IFRS 16
£m
16.9
330.4
–
–
0.2
347.5
20.8
31.6
88.2
140.6
488.1
(126.5)
(10.0)
–
(8.7)
(145.2)
(4.7)
(8.4)
–
(0.7)
(13.8)
(159.0)
329.1
2.0
13.5
0.4
313.2
329.1
16.8
354.3
272.7
5.0
3.7
652.5
23.9
27.1
91.3
142.3
794.8
(150.0)
(11.8)
(48.8)
(5.8)
(216.4)
(4.2)
(0.6)
(226.9)
(1.6)
(233.3)
(449.7)
345.1
2.0
13.5
0.4
329.2
345.1
2018
IAS 17
£m
16.9
331.0
–
5.0
0.6
353.5
20.8
31.6
88.2
140.6
494.1
(134.2)
(10.0)
–
(8.7)
(152.9)
(4.7)
(8.4)
–
(0.7)
(13.8)
(166.7)
327.4
2.0
13.5
0.4
311.5
327.4
The accounts on pages 94 to 131 were approved by the Board of Directors on 3 March 2020 and were signed on its behalf by:
Roger Whiteside
Richard Hutton
Company Registered Number 502851
Greggs plc Annual Report and Accounts 2019
95
AccountsDirectors’ ReportStrategic Report Statements of changes in equity
for the 52 weeks ended 28 December 2019 (2018: 52 weeks ended 29 December 2018)
Note
21
8
Note
21
8
Attributable to equity holders of the Company
Issued
capital
IAS 17
£m
2.0
Share
premium
IAS 17
£m
13.5
Capital
redemption
reserve
IAS 17
£m
0.4
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
2.0
13.5
0.4
Retained
earnings
IAS 17
£m
283.3
65.7
0.8
66.5
5.2
(9.9)
2.0
(33.0)
(0.9)
(36.6)
313.2
Attributable to equity holders of the Company
Issued
capital
IFRS 16
£m
2.0
Share
premium
IFRS 16
£m
13.5
Capital
redemption
reserve
IFRS 16
£m
0.4
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
Retained
earnings
IFRS 16
£m
313.2
87.0
2.5
89.5
4.9
(11.8)
4.4
(72.1)
2.8
(71.8)
Total
IAS 17
£m
299.2
65.7
0.8
66.5
5.2
(9.9)
2.0
(33.0)
(0.9)
(36.6)
329.1
Total
IFRS 16
£m
329.1
87.0
2.5
89.5
4.9
(11.8)
4.4
(72.1)
2.8
(71.8)
2.0
13.5
0.4
330.9
346.8
Group
52 weeks ended 29 December 2018
Balance at 31 December 2017
Total comprehensive income for the year
Profit for the financial year
Other comprehensive income
Total comprehensive income for the year
Transactions with owners, recorded
directly in equity
Sale of own shares
Purchase of own shares
Share-based payment transactions
Dividends to equity holders
Tax items taken directly to reserves
Total transactions with owners
Balance at 29 December 2018
52 weeks ended 28 December 2019
Balance at 30 December 2018
Total comprehensive income for the year
Profit for the financial year
Other comprehensive income
Total comprehensive income for the year
Transactions with owners, recorded
directly in equity
Sale of own shares
Purchase of own shares
Share-based payment transactions
Dividends to equity holders
Tax items taken directly to reserves
Total transactions with owners
Balance at 28 December 2019
96
Greggs plc Annual Report and Accounts 2019
Parent Company
52 weeks ended 29 December 2018
Balance at 31 December 2017
Total comprehensive income for the year
Profit for the financial year
Other comprehensive income
Total comprehensive income for the year
Transactions with owners, recorded
directly in equity
Sale of own shares
Purchase of own shares
Share-based payment transactions
Dividends to equity holders
Tax items taken directly to reserves
Total transactions with owners
Balance at 29 December 2018
52 weeks ended 28 December 2019
Balance at 30 December 2018
Total comprehensive income for the year
Profit for the financial year
Other comprehensive income
Total comprehensive income for the year
Transactions with owners, recorded
directly in equity
Sale of own shares
Purchase of own shares
Share-based payment transactions
Dividends to equity holders
Tax items taken directly to reserves
Total transactions with owners
Balance at 28 December 2019
Note
7
21
8
Note
7
21
8
Attributable to equity holders of the Company
Issued
capital
IAS 17
£m
2.0
Share
premium
IAS 17
£m
13.5
Capital
redemption
reserve
IAS 17
£m
0.4
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
2.0
13.5
0.4
Retained
earnings
IAS 17
£m
281.6
65.7
0.8
66.5
5.2
(9.9)
2.0
(33.0)
(0.9)
(36.6)
311.5
Attributable to equity holders of the Company
Issued
capital
IFRS 16
£m
2.0
Share
premium
IFRS 16
£m
13.5
Capital
redemption
reserve
IFRS 16
£m
0.4
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
Retained
earnings
IFRS 16
£m
311.5
87.0
2.5
89.5
4.9
(11.8)
4.4
(72.1)
2.8
(71.8)
Total
IAS 17
£m
297.5
65.7
0.8
66.5
5.2
(9.9)
2.0
(33.0)
(0.9)
(36.6)
327.4
Total
IFRS 16
£m
327.4
87.0
2.5
89.5
4.9
(11.8)
4.4
(72.1)
2.8
(71.8)
2.0
13.5
0.4
329.2
345.1
Greggs plc Annual Report and Accounts 2019
97
AccountsDirectors’ ReportStrategic Report Statements of cash flows
for the 52 weeks ended 28 December 2019 (2018: 52 weeks ended 29 December 2018)
Group
Parent Company
Operating activities
Cash generated from operations (see below)
Income tax paid
Interest paid on lease liabilities
Net cash inflow from operating activities
Investing activities
Acquisition of property, plant and equipment
Acquisition of intangible assets
Proceeds from sale of property, plant and equipment
Interest received
Net cash outflow from investing activities
Financing activities
Sale of own shares
Purchase of own shares
Dividends paid
Repayment of principal on lease liabilities
Net cash outflow from financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents at the start of the year
Cash and cash equivalents at the end of the year
Note
6
17
17
2019
IFRS 16
£m
246.0
(20.3)
(6.6)
219.1
(85.4)
(3.7)
1.4
0.3
(87.4)
4.9
(11.8)
(72.1)
(49.6)
(128.6)
3.1
88.2
91.3
Cash flow statement – cash generated from operations
Note
10
12
11
12
21
6
8
21
2019
IFRS 16
£m
87.0
3.8
56.1
50.8
0.3
0.5
1.2
(0.5)
4.4
6.5
21.3
(3.1)
4.5
19.9
(1.7)
(5.0)
Profit for the financial year
Amortisation
Depreciation – property, plant and equipment
Depreciation – right-of-use assets
Impairment – property, plant and equipment
Impairment – right-of-use assets
Loss on sale of property, plant and equipment
Release of government grants
Share-based payment expenses
Finance expense
Income tax expense
Increase in inventories
Decrease in receivables
Increase in payables
Decrease in provisions
(Decrease)/increase in pension liability
Cash from operating activities
98
Greggs plc Annual Report and Accounts 2019
2018
IAS 17
£m
152.2
(16.1)
–
136.1
(61.4)
(5.2)
1.7
0.2
(64.7)
5.2
(9.9)
(33.0)
–
(37.7)
33.7
54.5
88.2
2018
IAS 17
£m
65.7
3.0
52.9
–
0.3
–
1.6
(0.5)
2.0
–
16.9
(2.1)
1.8
12.9
(4.0)
1.7
2019
IFRS 16
£m
246.0
(20.3)
(6.6)
219.1
(85.4)
(3.7)
1.4
0.3
(87.4)
4.9
(11.8)
(72.1)
(49.6)
(128.6)
3.1
88.2
91.3
2019
IFRS 16
£m
87.0
3.8
56.1
50.8
0.3
0.5
1.2
(0.5)
4.4
6.5
21.3
(3.1)
4.5
19.9
(1.7)
(5.0)
2018
IAS 17
£m
152.2
(16.1)
–
136.1
(61.4)
(5.2)
1.7
0.2
(64.7)
5.2
(9.9)
(33.0)
–
(37.7)
33.7
54.5
88.2
2018
IAS 17
£m
65.7
3.0
52.9
–
0.3
–
1.6
(0.5)
2.0
–
16.9
(2.1)
1.8
12.9
(4.0)
1.7
246.0
152.2
246.0
152.2
Notes to the consolidated accounts
Significant accounting policies
Greggs plc (‘the Company’) is a company incorporated and domiciled in the UK. The Group accounts consolidate those of the
Company and its subsidiaries (together referred to as ‘the Group’). The results of the associate are not consolidated on the grounds
of materiality. The Parent Company accounts present information about the Company as a separate entity and not about its Group.
The accounts were authorised for issue by the Directors on 3 March 2020.
(a) Statement of compliance
Both the Parent Company accounts and the Group accounts have been prepared and approved by the Directors in accordance
with International Financial Reporting Standards as adopted by the EU (‘adopted IFRSs’), IFRIC interpretations and the Companies
Act 2006 applicable to companies reporting under IFRS. On publishing the Parent Company accounts here together with the
Group accounts, the Company is taking advantage of the exemption in s408 of the Companies Act 2006 not to present its
individual income statement and related notes that form a part of these approved accounts.
(b) Basis of preparation
The accounts are presented in pounds sterling, rounded to the nearest £0.1 million, and are prepared on the historical cost basis
except the defined benefit pension asset/liability, which is recognised as the fair value of the plan assets less the present value
of the defined benefit obligation.
The Group’s business activities, together with the factors likely to affect its future development, performance and position
are set out in the Directors’ report and strategic report on pages 4 to 83. The financial position of the Group, its cash flows
and liquidity position are described in the financial review on pages 18 to 25. In addition, Note 2 to the accounts includes:
the Group’s objectives, policies and processes for managing its capital; its financial risk management objectives; details of
its financial instruments and hedging activities; and its exposures to credit risk and liquidity risk.
The Group chose not to restate business combinations prior to the IFRS transition date (1 January 2004), as no significant acquisitions
had taken place during the previous ten years. The Group’s policy up to and including 1997 was to eliminate goodwill arising upon
acquisitions against reserves. Under IFRS 1 and IFRS 3, such goodwill remains eliminated against reserves.
The accounting policies set out below have been applied consistently throughout the Group and to all years presented in these
consolidated accounts except if mentioned otherwise. From 30 December 2018 the Group adopted IFRS 16 Leases. A number
of other new standards were effective from 30 December 2018 but they do not have a material effect on the Group’s accounts.
The impact of the adoption of IFRS 16 is set out below.
IFRS 16 Leases
IFRS 16 introduced a single, on-balance sheet accounting model for lessees and sets out the principles for the recognition,
measurement, presentation and disclosure of leases. As a result, the Group, as a lessee, has recognised right-of-use assets
representing its rights to use the underlying assets, and lease liabilities representing its obligation to make lease payments.
Lessor accounting remains similar to previous accounting policies.
The Group has applied IFRS 16 using the modified transition approach (IFRS 16, c8(a), c8(b)(ii)), whereby the initial right-of-use
asset values were equal to the present value of the remaining lease payments, discounted at the Group’s incremental borrowing
rate at 30 December 2018. Accordingly the comparative information presented for 2018 has not been restated – i.e. it is presented
as previously reported under IAS 17 and related interpretations.
Changes to accounting policies
Details of the changes in accounting policies arising from the implementation of IFRS 16 are as follows:
Impact of IFRS 16 on accounts
The Group leases many assets including properties, cars and other equipment.
As a lessee, the Group previously classified leases as operating leases or finance leases based on its assessment of whether the
lease transferred substantially all of the risks and rewards of ownership. Under IFRS 16, the Group recognises right-of-use assets
and lease liabilities for most leases, except for short-term leases and leases of low-value assets.
Greggs plc Annual Report and Accounts 2019
99
AccountsDirectors’ ReportStrategic Report Notes to the consolidated accounts continued
Significant accounting policies continued
(b) Basis of preparation continued
Changes to accounting policies continued
At transition, for leases classified as operating leases under IAS 17, lease liabilities were measured in accordance with the
accounting policy set out in accounting policy (g), using the Group’s incremental borrowing rates as at 30 December 2018
which ranged from 2.25% to 2.78%. The weighted average rate used at 30 December 2018 was 2.41%. Right-of-use assets
were measured at an amount equal to the corresponding lease liability, adjusted for any prepaid or accrued lease payments.
Previously, the Group determined at the inception of a contract whether an arrangement was or contained a lease under IFRIC 4
Determining Whether an Arrangement contains a Lease. The Group now assesses whether a contact is or contains a lease based
on the new definition of a lease. Under IFRS 16, a contract is, or contains, a lease if the contract conveys a right to control the use
of an identified asset for a period of time in exchange for consideration.
On transition to IFRS 16, the Group has used the following practical expedients permitted by the standard:
– Applying a single discount rate to a portfolio of leases with reasonably similar characteristics.
– Allowing the standard to be applied only to contracts that were previously identified as leases under IAS 17 and IFRIC 4.
Therefore, the definition of a lease under IFRS 16 has been applied only to contracts entered into or changed on or after
30 December 2018.
– Applying the recognition exemptions for lease contracts that, at 30 December 2018, had a lease term of 12 months or less
and did not contain a purchase option, and lease contracts for which the underlying asset was of low value (‘low-value assets’).
Balance sheets
The impact on the balance sheets on transition is summarised below:
Right-of-use assets
Lease liabilities
Prepayments (included in right-of-use assets)
Accruals (included in lease liabilities)
30 December
2018
£m
266.3
(267.8)
(9.2)
10.7
0.0
The table below shows a reconciliation from the total operating lease commitment as disclosed at 29 December 2018 to the total
lease liabilities recognised in the accounts immediately after transition:
Operating lease commitment at 29 December 2018 as disclosed in the Group’s accounts (see Note 24)
Discounted using the incremental borrowing rates at 30 December 2018
Recognition exemption for leases of low-value assets/short-term leases
Payments due for periods beyond break clauses
Renewal assumptions for expired leases where renewal is assumed
Total lease liabilities recognised on 30 December 2018
30 December
2018
£m
164.7
(30.1)
(0.1)
92.5
40.8
267.8
The Group presents right-of-use assets separately in the consolidated balance sheet. The carrying amounts of right-of-use assets
are as below:
Balance at 30 December 2018
Balance at 28 December 2019
The Group presents lease liabilities separately in the consolidated balance sheet.
100
Greggs plc Annual Report and Accounts 2019
Property
£m
262.1
269.4
Plant and
equipment
£m
4.2
3.3
Total
£m
266.3
272.7
Income statement
The Group has recognised depreciation and interest costs in respect of leases that were previously classified as operating leases
in the income statement for the period, rather than rental charges. During the 52 weeks ended 28 December 2019, the Group
recognised £50.6 million of depreciation charges, £0.5 million of impairment on right-of-use assets and £6.6 million of interest
costs in respect of these leases.
Reserves
As the Group has chosen to implement IFRS 16 using the modified transition approach, whereby the initial right-of-use asset
values were equal to the present value of the remaining lease payments there is no impact on reserves at the date of transition.
Cashflow statements
Whilst the implementation of IFRS 16 is an accounting change only and does not impact cash flows it has necessitated some
recategorisation within the cash flow statements between operating and financing activities.
Going concern
Directors have reviewed the Company’s operational and investment plans for the next 12 months, along with the principal risks
and uncertainties that could affect these plans or threaten its liquidity. The key factors likely to affect future performance and the
Company’s exposure to risks are set out on pages 30 to 33 of the strategic report. In addition the financial review on pages 20
to 22 sets out the Company’s net cash position and continued strong cash generation.
After making enquiries, the Directors have a reasonable expectation that the Company and the Group have adequate resources to
continue in operational existence for the next 12 months. Accordingly, they continue to adopt the going concern basis in preparing
the annual report and accounts.
Key estimates and judgements
The preparation of financial information in conformity with adopted IFRSs requires management to make judgements, estimates
and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The
estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the
year in which the estimate is revised if the revision affects only that year, or in the year of revision and future years if the revision
affects both current and future years.
Determining the rate used to discount lease payments
At the commencement date of property leases the lease liability is calculated by discounting the lease payments. The discount
rate used should be the interest rate implicit in the lease. However, if that rate cannot be readily determined, which is generally the
case for property leases, the lessee’s incremental borrowing rate is used, being the rate that the individual lessee would have to
pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment
with similar terms, security and conditions. As the Group has no external borrowings from which to determine that rate, judgement
is required to determine the incremental borrowing rate to be used. At the start of each month a risk-free rate is obtained, linked
to the length of the lease and an adjustment is then made to reflect credit risk. For the lease liabilities at 28 December 2019
a 0.1 per cent change in the discount rate used would have adjusted the total liabilities by £1.0 million.
Determining the lease term of property leases
At the commencement date of property leases the Group normally determines the lease term to be the full term of the lease,
assuming that any option to break or extend the lease is unlikely to be exercised and it is not reasonably certain that the Group
will continue in occupation for any period beyond the lease term. Leases are regularly reviewed and will be revalued if it becomes
likely that a break clause or option to extend the lease is exercised.
Previously, the Group classified property leases as operating leases under IAS 17. The leases typically run for a period of ten or
15 years. In England, the majority of its property leases are protected by the Landlord and Tenant Act 1954 (‘LTA’) which affords
protection to the lessee at the end of an existing lease term.
Greggs plc Annual Report and Accounts 2019
101
AccountsDirectors’ ReportStrategic Report Notes to the consolidated accounts continued
Significant accounting policies continued
Determining the lease term of property leases continued
Key estimates and judgements continued
Judgement is required in respect of those property leases where the current lease term has expired but the Group remains in
negotiation with the landlord for potential renewal. Where the Group believes renewal to be reasonably certain and the lease is
protected by the LTA it will be treated as having been renewed at the date of termination of the previous lease term and on the
same terms as the previous lease. Where renewal is not considered to be reasonably certain the leases are included with a lease
term which reflects the anticipated notice period under relevant legislation. The lease will be revalued when it is renewed to take
account of the new terms. During the current year the financial effect of applying this judgement was an increase in recognised
lease liabilities and right-of-use assets of £41.3 million.
Treatment of items as exceptional
The accounts for both the current and the prior year include items which are material and unusual in nature and which are
considered to be of such significance that they require separate disclosure on the face of the income statement. These items
include the decision to invest in and reshape the Company’s supply chain, with a multi-year, known budget project, in order
to support future growth. Judgement is required in ensuring that only items that relate directly to this activity are separately
presented. In 2018 they also include the charge in respect of guaranteed minimum pension equalisation. Further details of items
treated as exceptional are given in Note 4.
Post-retirement benefits
The determination of the defined benefit obligation of the Group’s defined benefit pension scheme depends on the selection of
certain assumptions with significant estimation uncertainty including the discount rate, inflation rate, mortality rates, commutation
and guaranteed minimum pensions. Differences arising from actual experience or future changes in assumptions will be reflected
in future years. The key assumptions, sensitivities and carrying amounts for 2019 are given in Notes 4 and 21.
(c) Basis of consolidation
The consolidated accounts include the results of Greggs plc and its subsidiary undertakings for the 52 weeks ended 28 December 2019.
The comparative period is the 52 weeks ended 29 December 2018.
(i) Subsidiaries
Subsidiaries are entities controlled by the Company. The Company controls an entity when it is exposed to, or has rights to,
variable returns from its involvement with the entity and has the ability to affect those returns through its power over the
entity. The accounts of subsidiaries are included in the consolidated accounts from the date on which control commences
until the date on which control ceases.
(ii) Associates
Associates are those entities in which the Group has significant influence, but not control, over the financial and operating
policies. Significant influence is presumed to exist when the Group holds between 20 and 50 per cent of the voting power
of another entity unless it can be clearly demonstrated that this is not the case. At the year end the Group has one associate
which has not been consolidated on the grounds of materiality (see Note 13).
(iii) Transactions eliminated on consolidation
Intragroup balances, and any unrealised gains and losses or income and expenses arising from intragroup transactions,
are eliminated in preparing the consolidated accounts.
(d) Exceptional items
Exceptional items are defined as items of income and expenditure which are material and unusual in nature and which are
considered to be of such significance that they require separate disclosure on the face of the income statement. Any future
movements on items previously classified as exceptional will also be classified as exceptional.
(e) Foreign currency
Transactions in foreign currencies are translated at the foreign exchange rate ruling at the date of the transaction. Monetary assets and
liabilities denominated in foreign currencies at the balance sheet date are translated at the foreign exchange rate ruling at that date.
Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using the exchange
rate at the date of the transaction. Foreign exchange differences arising on translation are recognised in the income statement.
102
Greggs plc Annual Report and Accounts 2019
Intangible assets
(f)
The Group’s only intangible assets relate to software and the costs of its implementation which are measured at cost less
accumulated amortisation and accumulated impairment losses. Subsequent expenditure is capitalised only when it increases
the future economic benefits embodied in the specific asset to which it relates. All other expenditure is recognised in the
income statement as incurred.
Amortisation is recognised in the income statement on a straight-line basis over the estimated useful lives of intangible assets
from the date that they are available for use. The estimated useful lives are five to seven years.
Assets in the course of development are recategorised and amortisation commences when the assets are available for use.
(g) Leases
(i)
Lease recognition
At inception of a contract the Group assesses whether a contract is or contains a lease. A contract is, or contains, a lease if the
contract conveys a right to control the use of an identified asset for a period of time in exchange for consideration. To assess
whether a contract conveys the right to control the use of an identified asset, the Group uses the definition of a lease in IFRS 16.
For leases of properties in which the Group is a lessee, it has applied the practical expedient permitted by IFRS 16 and will
account for each lease component and any associated non-lease components as a single lease component.
(ii) Right-of-use assets
The Group recognises right-of-use assets at the commencement date of the lease. Right-of-use assets are measured at cost,
less accumulated depreciation and impairment losses and adjusted for any remeasurement of lease liabilities. The cost of
right-of-use assets includes the amount of lease liabilities recognised, adjusted for any lease payments made at or before the
commencement date, less any lease incentives received. Right-of-use assets are depreciated over the shorter of the asset’s
useful life or the lease term on a straight-line basis. Right-of-use assets are subject to, and reviewed regularly for, impairment.
Depreciation on right-of-use assets is included in selling and distribution costs in the consolidated income statement.
(iii)
Lease liabilities
At the commencement date of the lease, the Group recognises lease liabilities measured at the present value of the lease
payments to be made over the lease term. Lease payments include fixed payments less any lease incentives receivable
and variable lease payments that depend on an index or rate. Any variable lease payments that do not depend on an index
or rate are recognised as an expense in the period in which the event or condition that triggers the payment occurs.
In calculating the present value of lease payments, the Group uses its incremental borrowing rate at the lease commencement
date if the interest rate implicit in the lease is not readily determinable. Generally the Group uses its incremental borrowing
rate as the discount rate. As it has no external borrowings, judgement is required to determine an approximation, calculated
based on UK Government Gilt rates of an appropriate duration and adjusted by an indicative credit premium.
After the commencement date, the lease liability is increased to reflect the accretion of interest and reduced for lease
payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in
the lease term or a change in the fixed lease payments. Interest charges are included in finance costs in the consolidated
income statement.
(iv) Short-term leases and leases of low-value assets
The Group has elected not to recognise right-of-use assets and lease liabilities for short-term leases of machinery and
equipment that have a lease term of less than 12 months and leases of low-value assets. Lease payments relating to short-
term leases and leases of low-value assets are recognised as an expense on a straight-line basis over the lease term.
(v) Variable lease payments
Some property leases contain variable payment terms that are linked to sales generated from a shop. For individual shops,
up to 100 per cent of lease payments are on the basis of variable payments terms. These payments are recognised in the
income statement in the period in which the condition that triggers them occurs.
Greggs plc Annual Report and Accounts 2019
103
AccountsDirectors’ ReportStrategic Report
Notes to the consolidated accounts continued
Significant accounting policies continued
(vi) Operating lease payments
Payments under operating leases are recognised in the income statement on a straight-line basis over the term of the lease. Lease
incentives received are recognised in the income statement as an integral part of the total lease expense over the term of the lease.
(h) Property, plant and equipment
(i) Owned assets
Items of property, plant and equipment are stated at cost or deemed cost less accumulated depreciation (see below)
and impairment losses (see accounting policy (l)). The cost of self-constructed assets includes the cost of materials and
direct labour.
(ii) Subsequent costs
The cost of replacing a component of an item of property, plant and equipment is recognised in the carrying amount of the
item if it is probable that the future economic benefits embodied within the component will flow to the Group, and its cost
can be measured reliably. The carrying value of the replaced component is derecognised. The costs of the day-to-day servicing
of property, plant and equipment are recognised in the income statement as incurred.
(iii) Depreciation
Depreciation is provided so as to write off the cost (less residual value) of each item of property, plant and equipment during
its expected useful life using the straight-line method over the following periods:
Freehold and long leasehold buildings
Short leasehold properties
Plant, machinery, equipment, vehicles, fixtures and fittings
20 to 40 years
Ten years or length of lease if shorter
Three to ten years
Freehold land is not depreciated.
Depreciation methods, useful lives and residual values (if not insignificant) are reassessed annually.
(iv) Assets in the course of construction
These assets are recategorised and depreciation commences when the assets are available for use.
Investments
(i)
Non-current investments comprise investments in subsidiaries and associates which are carried at cost less impairment.
Current investments comprise fixed-term, fixed-rate bank deposits where the term is greater than three months.
Inventories
(j)
Inventories are stated at the lower of cost and net realisable value. Net realisable value is the estimated selling price in the ordinary
course of business, less the estimated costs of completion and selling expenses. The cost of inventories includes expenditure incurred
in acquiring the inventories and direct production labour costs.
(k) Cash and cash equivalents
Cash and cash equivalents comprises cash balances and call deposits with an original maturity of three months or less. Bank overdrafts
that are repayable on demand and form an integral part of the Group’s cash management are included as a component of cash
and cash equivalents for the purpose of the statement of cash flows.
Impairment
(l)
The carrying amounts of the Group and Company’s assets, other than inventories and deferred tax assets, are reviewed at each
balance sheet date to determine whether there is any indication of impairment. If any such indication exists, the asset’s recoverable
amount is estimated. Impairment reviews are carried out on an individual shop basis.
An impairment loss is recognised whenever the carrying amount of an asset exceeds its recoverable amount. Impairment losses
are recognised in the income statement. Impairment losses recognised in prior years are assessed at each reporting date and
reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed
only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined,
net of depreciation, if no impairment loss had been recognised.
104
Greggs plc Annual Report and Accounts 2019
(m) Non-current assets held for sale
Non-current assets that are expected to be recovered primarily through sale rather than through continuing use are classified
as held for sale. Immediately before classification as held for sale, the assets are remeasured in accordance with the Group and
Company’s accounting policies. Thereafter generally the assets are measured at the lower of their carrying amount and fair value
less cost to sell. Once classified as held for sale assets are no longer depreciated or amortised.
(n) Share capital and reserves
(i) Repurchase of share capital
When share capital recognised as equity is repurchased, the amount of the consideration paid, including directly attributable
costs, is recognised as a deduction from equity. Repurchased shares that are held in the employee share ownership plan are
classified as treasury shares and are presented as a deduction from total equity.
(ii) Dividends
Dividends are recognised as a liability when the Company has an obligation to pay and the dividend is no longer at the
Company’s discretion.
(iii) Distributable reserves
All Parent Company retained earnings are distributable and are the only such reserves.
(o) Employee share ownership plan
The Group and Parent Company accounts include the assets and related liabilities of the Greggs Employee Benefit Trust (‘EBT’). In both
the Group and Parent Company accounts the treasury shares held by the EBT are stated at cost and deducted from total equity.
(p) Employee benefits
(i) Short-term employee benefits
Short-term employee benefits are expensed as the related service is provided. A liability is recognised for the amount expected
to be paid if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided
by the employee and the obligation can be measured reliably.
(ii) Defined contribution plans
Obligations for contributions to defined contribution pension plans are recognised as an expense in the income statement
when they are due.
(iii) Defined benefit plans
The Company’s net obligation in respect of defined benefit pension plans is calculated by estimating the amount of future
benefit that employees have earned in return for their service in the current and prior periods; that benefit is discounted to
determine its present value, and the fair value of any plan assets (at bid price) is deducted. The Company determines the net
interest on the net defined benefit asset/liability for the period by applying the discount rate used to measure the defined
benefit obligation at the beginning of the annual period to the net defined benefit asset/liability.
The discount rate is the yield at the reporting date on bonds that have a credit rating of at least AA, that have maturity dates
approximating to the terms of the Company’s obligations and that are denominated in the currency in which the benefits
are expected to be paid.
Remeasurements arising from defined benefit plans comprise actuarial gains and losses and the return on plan assets
(excluding interest). The Company recognises them immediately in other comprehensive income and all other expenses
related to defined benefit plans in employee benefit expenses in the income statement.
When the benefits of a plan are changed, or when a plan is curtailed, the portion of the changed benefit related to past
service by employees, or the gain or loss on curtailment, is recognised immediately in profit or loss when the plan
amendment or curtailment occurs.
The calculation of the defined benefit obligation is performed by a qualified actuary using the projected unit credit method.
When the calculation results in a benefit to the Company, the recognised asset is limited to the present value of benefits
available in the form of any future refunds from the plan or reductions in future contributions and takes into account the
adverse effect of any minimum funding requirements.
Greggs plc Annual Report and Accounts 2019
105
AccountsDirectors’ ReportStrategic Report
Notes to the consolidated accounts continued
Significant accounting policies continued
(p) Employee benefits continued
(iv) Share-based payment transactions
The share option programme allows Group employees to acquire shares of the Company. The fair value of share options
granted is recognised as an employee expense with a corresponding increase in equity. The fair value is measured at grant
date, using an appropriate model, taking into account the terms and conditions upon which the share options were granted,
and is spread over the period during which the employees become unconditionally entitled to the options. The amount
recognised as an expense is adjusted to reflect the actual number of share options that vest except where forfeiture is only
due to share prices not achieving the threshold for vesting.
(v) Termination benefits
Termination benefits are expensed at the earlier of the date at which the Group can no longer withdraw the offer of these
benefits and the date at which the Group recognises costs for a restructuring. If benefits are not expected to be settled
wholly within 12 months of the reporting date they are discounted.
(q) Provisions
A provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated
reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined
by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money
and the risks specific to the liability.
(i) Restructuring
A provision for restructuring is recognised when the Group has approved a detailed and formal restructuring plan, and
the restructuring either has commenced or has been announced publicly. Future operating costs are not provided for.
(ii) Onerous leases
Provisions for onerous leases are recognised when the Group believes that the unavoidable costs of meeting the lease
obligations exceed the economic benefits expected to be received under the lease. Before a provision is established the
Group recognises any impairment loss on the associated assets.
(iii) Dilapidations
The Group provides for property dilapidations, where appropriate, based on the future expected repair costs required to
restore the Group’s leased buildings to their fair condition at the end of their respective lease terms, where it is considered
a reliable estimate can be made.
(r) Revenue
(i) Retail sales
Revenue from the sale of goods is recognised as income on receipt of cash or card payment. Revenue is measured net
of discounts, promotions and value added taxation.
(ii) Franchise sales
Franchise sales are recognised when goods are delivered to franchisees. Additional franchise royalty fee income, generally
calculated as a percentage of gross sales income, is recognised in line with the franchisees’ product sales in accordance with
the relevant agreement. Pre-opening capital fit-out costs are recharged to the franchisee and represent a key performance
obligation of the overall franchise sales agreement. These recharges are recognised as income on completion of the related
fit-out.
(iii) Wholesale sales
Wholesale sales are recognised when goods are delivered to customers.
106
Greggs plc Annual Report and Accounts 2019
(iv)
Loyalty programme/gift cards
Amounts received for gift cards or as part of the loyalty programme are deferred. They are recognised as revenue when the
Group has fulfilled its obligation to supply products under the terms of the programme or when it is no longer probable that
these amounts will be redeemed. No adjustment is made to revenue to reflect the fair value of the free items provided under
the loyalty scheme as these would be immaterial to the accounts. The costs of these free items are expensed as the products
are provided to the customer.
The nature, timing and uncertainty of revenues arising from the above transaction types do not differ significantly from
each other.
(s) Government grants
Government grants are recognised in the balance sheet initially as deferred income when there is a reasonable assurance that
they will be received and that the Group will comply with the conditions attaching to them. Grants that compensate the Group
for expenses incurred are recognised in the income statement on a systematic basis in the same periods in which the expenses
are incurred. Grants that compensate the Group for the cost of an asset are recognised in the income statement over the useful
life of the asset.
(t) Finance income and expense
Interest income or expense is recognised using the effective interest method.
Income tax
(u)
Income tax comprises current and deferred tax. Income tax is recognised in the income statement except to the extent that it relates
to items recognised directly in equity, in which case it is recognised in equity.
Current tax is the expected tax payable on the taxable profit for the year, using tax rates enacted or substantively enacted at the
balance sheet date, and any adjustment to tax payable in respect of previous years. The amount of current tax payable is the best
estimate of the tax amount expected to be paid that reflects uncertainty related to income taxes, if any. Taxable profit differs from
profit as reported in the income statement because some items of income or expense are taxable or deductible in different years
or may never be taxable or deductible.
Deferred tax is the tax expected to be payable or recoverable in the future arising from temporary differences between the
carrying amounts of assets and liabilities for financial reporting purposes and the amounts used in the calculation of taxable profit.
It is accounted for using the balance sheet liability method. The amount of deferred tax recognised is based on the expected
manner of realisation or settlement of the carrying amounts of assets and liabilities, using tax rates that are expected to apply
when the temporary differences reverse, based on rates enacted or substantively enacted at the balance sheet date.
Deferred tax is not recognised for the following temporary differences: the initial recognition of assets or liabilities in a transaction
that is not a business combination and that affects neither accounting nor taxable profit, and differences relating to investments
in subsidiaries to the extent that it is probable that they will not reverse in the foreseeable future.
A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which
the asset can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer
probable that the related deferred tax benefit will be realised.
(v) Research and development
The Company continuously strives to improve its products and processes through technical and other innovation. Such expenditure
is typically expensed to the income statement when the related intellectual property is not capable of being formalised or capitalised
within intangible assets.
Greggs plc Annual Report and Accounts 2019
107
AccountsDirectors’ ReportStrategic Report
Notes to the consolidated accounts continued
Significant accounting policies continued
(w)
IFRSs available for early adoption not yet applied
The following standards and amendments to standards which will be relevant to the Group were available for early adoption
but have not been applied in these accounts:
– Amendments to References to the Conceptual Framework in IFRS Standards (effective date 1 January 2020).
– Amendments to IFRS 3: Definition of a Business (effective date to be confirmed).
– Amendments to IAS 1 and IAS 8: Definition of Material (effective date 1 January 2020).
Their adoption is not expected to have a material effect on the accounts.
1. Segmental analysis
The Board is considered to be the ‘chief operating decision-maker’ of the Group in the context of the IFRS 8 definition. In addition
to its retail activities, the Group generates revenues from franchise and wholesale. However, these elements of the business are not
sufficiently significant to be ‘Reportable Segments’ in the context of IFRS 8.
Products and services – the Group sells a consistent range of fresh bakery goods, sandwiches and drinks in its shops and through
franchise partners. The Group also provides frozen bakery products to its wholesale customers.
Major customers – the majority of sales are made to the general public on a cash basis. A small proportion of sales are made on
credit to certain organisations, including wholesale customers and franchisees. These are included within the ‘Other’ column in the
table below.
Geographical areas – all results arise in the UK.
The Board regularly reviews the revenues and trading profit of each segment separately but receives information on overheads,
assets and liabilities on an aggregated basis consistent with the Group accounts.
Revenue
Trading profit*
Overheads including profit share
Operating profit before exceptional items
Finance expense
Profit before tax (excluding exceptional items)
Exceptional items (see Note 4)
Profit before tax
2018
Retail
Company-
managed
shops
£m
949.2
151.2
2018
Other
£m
80.1
14.4
2019
Retail
Company-
managed
shops
£m
2019
Other
£m
2019
Total
£m
1,073.8
94.1
1,167.9
191.2
19.9
211.1
(90.4)
120.7
(6.5)
114.2
(5.9)
108.3
2018
Total
£m
1,029.3
165.6
(75.8)
89.8
–
89.8
(7.2)
82.6
* Trading profit is defined as gross profit less supply chain costs and retail costs (including property costs) and before central overheads.
108
Greggs plc Annual Report and Accounts 2019
2. Financial risk management
Credit risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its
contractual obligations.
Retail sales represent a large proportion of the Group’s sales and present no credit risk as they are made for cash or card payments.
The Group does offer credit terms on sales to its wholesale and franchise customers. In such cases the Group operates effective credit
control procedures in order to minimise exposure to overdue debts.
Counterparty risk is also considered low. All of the Group’s surplus cash is held with highly-rated banks, in line with Group policy.
Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due.
The Group operates with net current liabilities and is therefore reliant on the continued strong performance of the retail portfolio
to meet its short-term liabilities. This is a well-established and proven business model. Any increase in short-term liquidity risk can
be mitigated by reducing capital expenditure. The model has been tested in various scenarios for the Group’s viability statement
which is included in the strategic report on page 29. The Group had significant cash resources at the year end.
Market risk
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the
Group’s income or the value of its holdings of financial instruments.
Market risk is not significant and therefore sensitivity analysis would not be meaningful.
Currency risk
The Group has no regular material transactions in foreign currency although there are occasional purchases, mainly of capital
items, denominated in foreign currency. Whilst certain costs such as electricity and wheat can be influenced by movements in
the US dollar, actual contracts are priced in sterling. In respect of those key costs which are volatile, such as electricity and flour,
the price may be fixed for a period of time in line with Group policy. All such contracts are for the Group’s own expected usage.
Interest rate risk
The Group has low exposure to interest rate risk. Interest only arises on its bank deposits and overdrafts. The calculation of the
Group’s lease liabilities and the defined benefit pension scheme liability would be impacted by fluctuations in interest rates –
see Notes 8 and 21.
Equity price risk
The Group has no significant equity investments other than its subsidiaries and associate. As disclosed in Note 21 the Group’s
defined benefit pension scheme has investments in equity-related funds.
Capital management
The Board defines capital as the equity of the Group. The Group has remained net cash positive with funding requirements
met by cash generated from retail operations. The Board considers that it is not currently appropriate to take on structural debt
given the leverage of the leasehold shop estate and working capital requirements. The Board’s policy on dividend levels is to
pursue a progressive ordinary dividend policy that pays due regard to the growth of earnings per share over the medium term,
the cash-generative nature of the business and the continuing determination to deliver value to shareholders. The Board would
expect to return any material level of surplus capital to shareholders, likely by way of a special dividend.
The Board reserves the option to purchase its own shares in the market dependent on market prices and surplus cash levels.
The trustees of the Greggs Employee Benefit Trust also purchase shares for future satisfaction of employee share options.
Greggs plc Annual Report and Accounts 2019
109
AccountsDirectors’ ReportStrategic Report Notes to the consolidated accounts continued
2. Financial risk management continued
Financial instruments
Group and Parent Company
All of the Group’s surplus cash is invested as cash placed on deposit or fixed-term deposits.
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 below there are no financial instruments, derivatives or commodity
contracts used.
Financial assets and liabilities
A financial asset is measured at amortised cost if it meets both of the following conditions:
– it is held within a business model whose objective is to hold assets to collect contractual cash flows; and
– its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal
amount outstanding.
The Group’s main financial assets comprise cash and cash equivalents and fixed-term deposits. Other financial assets include trade
receivables arising from the Group’s activities. These financial assets all meet the conditions to be recognised at amortised cost.
Other than trade and other payables, the Group had no financial liabilities within the scope of IFRS 9 as at 28 December 2019
(2018: £nil).
Fair values
The fair value of the Group’s financial assets and liabilities is not materially different from their carrying values. Financial assets and
liabilities comprise principally of trade receivables and trade payables and the only interest-bearing balances are the bank deposits
and borrowings which attract interest at variable rates.
Interest rate, credit and foreign currency risk
The Group has not entered into any hedging transactions during the year and considers interest rate, credit and foreign currency
risks not to be significant.
3. Profit before tax
Profit before tax is stated after charging/(crediting):
Amortisation of intangible assets
Depreciation of owned property, plant and equipment
Depreciation of right-of-use assets
Impairment of owned property, plant and equipment
Impairment of right-of-use assets
Loss on disposal of fixed assets
Release of government grants
Payments under operating leases
Research and development expenditure
2019
IFRS16
£m
3.8
56.1
50.8
0.3
0.5
1.2
(0.5)
–
0.3
2018
IAS17
£m
3.0
52.9
–
0.3
–
1.6
(0.5)
54.3
0.3
Auditor’s remuneration for the audit of these accounts amounted to £165,000 (2018: £164,000) and for other assurance services
£15,000 (2018: £15,000). Amounts paid to the Company’s auditor in respect of services to the Company, other than the audit of
the Company’s accounts, have not been disclosed as the information is required instead to be presented on a consolidated basis.
110
Greggs plc Annual Report and Accounts 2019
4. Exceptional items
Cost of sales
Supply chain restructuring – redundancy
– depreciation and asset write-off
– transfer of operations
– property-related
Distribution and selling
Prior year items
– property-related
Administrative expenses
Pension scheme
– guaranteed minimum pension equalisation
Total exceptional items
2019
£m
0.7
0.1
5.0
0.1
5.9
–
–
5.9
2018
£m
(0.2)
0.7
4.9
0.5
5.9
(0.4)
1.7
7.2
Supply chain restructuring
This charge arises from the decisions, announced in 2016 and 2017, to invest in and reshape the Company’s supply chain in order
to support future growth. In 2019 and 2018 the costs related to accelerated depreciation and the expenses incurred as a result of
further consolidation of manufacturing into dedicated centres of excellence, including additional running costs. The programme
of investment is due to be completed in 2021.
Prior year items
This relates to the movement on costs treated as exceptional in prior years and arises from the settlement of various
property transactions.
Guaranteed minimum pension equalisation
The charge arose from the recognition of a past service cost in respect of the equalisation of guaranteed minimum pension
(‘GMP’) benefits.
On 26 October 2018, the High Court handed down a judgment involving Lloyds Banking Group defined benefit pension schemes.
The judgment ruled that the schemes should equalise benefits for men and women in relation to GMP benefits. The judgment
has implications for many defined benefit schemes including that operated by the Company. We have worked with our actuarial
advisers to understand the implications of the judgment for the Greggs scheme and the £1.7 million pre-tax exceptional expense
reflects our best estimate of the effect on our reported pension liabilities.
The change in pension liabilities recognised in relation to GMP equalisation involves estimation uncertainty. Lloyds Banking Group
have appealed the High Court Judgment – this appeal is expected to be heard in 2020. These accounts reflect the best estimate
of the impact on pension liabilities; however that estimate reflects a number of assumptions. As the outcome of future court
hearings cannot be reliably predicted, it is not practical to quantify the extent of the estimation uncertainty but the best estimate
reflects the information currently available. The Directors will continue to monitor any further clarifications or court hearings arising
from the Lloyds case and consider the impact on pension liabilities accordingly.
In 2018 the Directors made the judgement that the estimated effect of GMP equalisation is a past service cost that should
be reflected through the income statement and that any subsequent change in the estimate should be recognised in other
comprehensive income. This judgement is based on the fact that the reported pension liabilities as at 30 December 2017
did not include any amount in respect of GMP equalisation.
Greggs plc Annual Report and Accounts 2019
111
AccountsDirectors’ ReportStrategic Report
Notes to the consolidated accounts continued
5. Personnel expenses
The average number of persons employed by the Group (including Directors) during the year was as follows:
Management
Administration
Production
Shop
The aggregate costs of these persons were as follows:
Wages and salaries
Compulsory social security contributions
Pension costs – defined benefit plan
Pension costs – defined contribution plans
Equity-settled transactions (including employer’s NI costs)
2019
Number
702
368
2,994
19,641
23,705
2019
£m
357.8
25.5
–
22.6
4.4
410.3
2018
Number
710
454
3,023
18,283
22,470
2018
£m
328.3
21.2
1.7
15.1
2.0
368.3
Note
21
21
21
In addition to wages and salaries, the total amount accrued 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
2019
£m
3.3
7.9
1.6
12.8
2018
£m
2.6
6.2
1.2
10.0
For the purposes of IAS 24 Related Party Disclosures, key management personnel comprises the Directors and the members of the
Operating Board and their remuneration was as follows:
2019
£m
2.9
0.1
2.3
0.4
3.0
8.7
2018
£m
2.8
0.1
1.3
0.3
1.2
5.7
Salaries and fees
Taxable benefits
Annual bonus (including profit share)
Post-retirement benefits
Equity – settled transactions
112
Greggs plc Annual Report and Accounts 2019
The following amounts are disclosed in accordance with Schedule 5 of the Large and Medium-Sized Companies and Groups
(Accounts and Reports) Regulations 2008.
Aggregate Directors’ remuneration
Aggregate amount of gains on exercise of share options
2019
£m
2.1
1.0
3.1
2018
£m
1.6
0.8
2.4
The number of Directors in the defined contribution pension scheme and in the defined benefit pension scheme during the year
was one (2018: one).
6. Finance expense
Interest income on cash balances
Foreign exchange loss
Interest on lease liabilities
Net interest related to defined benefit pension obligation
Note
21
2019
IFRS 16
£m
0.5
(0.2)
(6.6)
(0.2)
(6.5)
2018
IAS 17
£m
0.2
–
–
(0.2)
–
7. Profit attributable to Greggs plc
Of the Group profit for the year, £87.0 million (2018: £65.7 million) is dealt with in the accounts of the Parent Company. The Company
has taken advantage of the exemption permitted by s408 of the Companies Act 2006 from presenting its own income statement.
Greggs plc Annual Report and Accounts 2019
113
AccountsDirectors’ ReportStrategic Report Notes to the consolidated accounts continued
8. Income tax expense
Recognised in the income statement
Current tax
Current year
Adjustment for prior years
Deferred tax
Origination and reversal of temporary
differences
Adjustment for prior years
2019
Excluding
exceptional
items
£m
2019
Exceptional
items
£m
23.3
(0.1)
23.2
(0.2)
(0.6)
(0.8)
(1.1)
–
(1.1)
–
–
–
2019
Total
£m
22.2
(0.1)
22.1
(0.2)
(0.6)
(0.8)
Total income tax expense in income
statement
22.4
(1.1)
21.3
2018
Excluding
exceptional
items
£m
2018
Exceptional
items
£m
18.9
(0.6)
18.3
(0.2)
0.1
(0.1)
18.2
(0.9)
–
(0.9)
(0.4)
–
(0.4)
(1.3)
2018
Total
£m
18.0
(0.6)
17.4
(0.6)
0.1
(0.5)
16.9
Reconciliation of effective tax rate
The tables below explain the differences between the expected tax expense calculated at the UK statutory rate of 19 per cent
(2018: 19 per cent) and the actual tax expense for each year for both the total tax expense and the underlying tax expense,
excluding the effect of exceptional items.
Total tax expense
Profit before tax
Income tax using the domestic corporation tax rate
Items not (taxable)/deductible for tax purposes
Non-tax-deductible depreciation
Profit on disposal of non-tax-deductible assets
Adjustment for prior years
Total income tax expense in income statement
Underlying (excluding exceptional items)
Profit before tax
Income tax using the domestic corporation tax rate
Items not (taxable)/deductible for tax purposes
Non-tax-deductible depreciation
Profit on disposal of non-tax-deductible assets
Adjustment for prior years
Total income tax expense in income statement
2019
19.00%
(0.18%)
1.48%
–
(0.63%)
19.67%
2019
19.00%
(0.18%)
1.40%
–
(0.61%)
19.61%
2019
£m
108.3
20.6
(0.2)
1.6
–
(0.7)
21.3
2019
£m
114.2
21.7
(0.2)
1.6
–
(0.7)
22.4
2018
19.00%
0.26%
1.87%
(0.08%)
(0.62%)
20.43%
2018
19.00%
0.18%
1.73%
(0.08%)
(0.57%)
20.26%
2018
£m
82.6
15.7
0.2
1.6
(0.1)
(0.5)
16.9
2018
£m
89.8
17.1
0.2
1.6
(0.1)
(0.5)
18.3
A reduction in the rate of corporation tax from 19 per cent to 17 per cent with effect from 1 April 2020 was substantively enacted
on 6 September 2016. Any timing differences which reverse before 1 April 2020 are therefore expected to do so at 19 per cent and
any timing differences which exist at 1 April 2020 are expected to reverse at 17 per cent.
114
Greggs plc Annual Report and Accounts 2019
The Government has indicated that the rate of corporation tax may be maintained at 19 per cent rather than reducing to 17 per cent.
Should legislation reverting rates to 19 per cent be substantively enacted, any timing differences which exist at that point would
reverse at 19 per cent rather than 17 per cent and deferred tax balances would be revalued accordingly.
Tax recognised in other comprehensive income or directly in equity
Debit/(credit):
Relating to equity-settled transactions
Relating to defined benefit pension plans – remeasurement gains
2019
Current tax
£m
2019
Deferred tax
£m
–
–
–
(2.8)
0.5
(2.3)
2019
Total
£m
(2.8)
0.5
(2.3)
2018
Total
£m
0.9
0.2
1.1
The deferred tax movements in both the current and prior years relating to equity-settled transactions are in respect of share-based
payments and arise primarily as a result of fluctuations in share price in the year and the stage of maturity of existing schemes.
9. Earnings per share
Basic earnings per share
Basic earnings per share for the 52 weeks ended 28 December 2019 is calculated by dividing profit attributable to ordinary
shareholders by the weighted average number of ordinary shares in issue during the 52 weeks ended 28 December 2019
as calculated below.
Diluted earnings per share
Diluted earnings per share for the 52 weeks ended 28 December 2019 is calculated by dividing profit attributable to ordinary
shareholders by the weighted average number of ordinary shares, adjusted for the effects of all dilutive potential ordinary shares
(which comprise share options granted to employees), in issue during the 52 weeks ended 28 December 2019 as calculated below.
Profit attributable to ordinary shareholders
Profit for the financial year attributable to
equity holders of the Parent
Basic earnings per share
Diluted earnings per share
2019
Excluding
exceptional
items
IFRS 16
£m
91.8
91.0p
89.7p
2019
Exceptional
items
IFRS 16
£m
(4.8)
(4.8p)
(4.7p)
2019
Total
IFRS 16
£m
87.0
86.2p
85.0p
2018
Excluding
exceptional
items
IAS 17
£m
71.6
71.1p
70.3p
2018
Exceptional
items
IAS 17
£m
(5.9)
(5.9p)
(5.8p)
2018
Total
IAS 17
£m
65.7
65.2p
64.5p
Weighted average number of ordinary shares
Issued ordinary shares at start of year
Effect of own shares held
Weighted average number of ordinary shares during the year
Effect of share options in issue
Weighted average number of ordinary shares (diluted) during the year
2019
Number
2018
Number
101,155,901
(342,748)
101,155,901
(462,731)
100,813,153 100,693,170
1,161,042
1,505,456
102,318,609
101,854,212
Greggs plc Annual Report and Accounts 2019
115
AccountsDirectors’ ReportStrategic Report Notes to the consolidated accounts continued
10. Intangible assets
Group and Parent Company
Cost
Balance at 31 December 2017
Additions
Transfers
Balance at 29 December 2018
Balance at 30 December 2018
Additions
Transfers
Balance at 28 December 2019
Amortisation
Balance at 31 December 2017
Amortisation charge for the year
Balance at 29 December 2018
Balance at 30 December 2018
Amortisation charge for the year
Balance at 28 December 2019
Carrying amounts
At 31 December 2017
At 29 December 2018
At 30 December 2018
At 28 December 2019
Software
£m
Assets under
development
£m
20.7
1.5
1.6
23.8
23.8
2.5
2.6
28.9
6.8
3.0
9.8
9.8
3.8
13.6
13.9
14.0
14.0
15.3
0.8
3.7
(1.6)
2.9
2.9
1.2
(2.6)
1.5
–
–
–
–
–
–
0.8
2.9
2.9
1.5
Total
£m
21.5
5.2
–
26.7
26.7
3.7
–
30.4
6.8
3.0
9.8
9.8
3.8
13.6
14.7
16.9
16.9
16.8
Assets under development relate to software projects arising from the investment in new systems platforms.
11. Leases
Amounts recognised in the balance sheet
The balance sheet shows the following amounts relating to leases:
Group and Parent Company
Right-of-use assets
Land and buildings
Plant and equipment
2019
IFRS 16
£m
269.4
3.3
272.7
2018
IAS 17*
£m
–
–
–
116
Greggs plc Annual Report and Accounts 2019
Lease liabilities
Current
Non-current
The remaining contractual maturities of the lease liabilities, which are gross and undiscounted, are as follows:
2019
IFRS 16
£m
48.8
226.9
275.7
Less than one year
One to two years
Two to three years
Three to four years
Four to five years
More than five years
Total undiscounted lease liability
2019
IFRS 16
£m
51.0
48.5
42.5
35.8
31.9
94.6
304.3
2018
IAS 17*
£m
–
–
–
2018
IAS 17*
£m
–
–
–
–
–
–
–
Additions to right-of-use assets during the 52 weeks ended 28 December 2019 were £45.5 million.
Amounts recognised in the income statement
Depreciation charge on right-of-use assets
Land and buildings
Plant and equipment
Interest expense (included in finance cost)
Expense included for short-term leases (included in cost of sales and administrative expenses)
Expense related to lease of low-value assets that are not shown above as short-term leases
(included in administrative expenses)
Expense related to variable lease payments not included in lease liabilities (included in selling
and distribution)
2019
IFRS 16
£m
2018
IAS 17*
£m
48.9
1.9
50.8
6.6
2.2
0.2
0.2
–
–
–
–
–
–
–
*
In 2018 the Group recognised leases under IAS 17. For adjustments recognised on the implementation of IFRS 16 on 30 December 2018 see basis of preparation on
pages 99 to 102.
The total cash outflow for leases in 2019 was £56.2 million.
Greggs plc Annual Report and Accounts 2019
117
AccountsDirectors’ ReportStrategic Report Notes to the consolidated accounts continued
12. Property, plant and equipment
Group
Cost
Balance at 31 December 2017
Additions
Disposals
Transfers
Balance at 29 December 2018
Balance at 30 December 2018
Additions
Disposals
Transfers
Balance at 28 December 2019
Depreciation
Balance at 31 December 2017
Depreciation charge for the year
Impairment charge for the year
Impairment release for the year
Disposals
Balance at 29 December 2018
Balance at 30 December 2018
Depreciation charge for the year
Impairment charge for the year
Impairment release for the year
Disposals
Balance at 28 December 2019
Carrying amounts
At 31 December 2017
At 29 December 2018
At 30 December 2018
At 28 December 2019
Land and
buildings
£m
Plant and
equipment
£m
Fixtures
and fittings
£m
Assets under
construction
£m
147.2
6.1
(1.0)
0.8
153.1
153.1
12.2
(0.6)
1.6
137.2
26.6
(16.1)
7.2
154.9
154.9
28.1
(14.9)
0.5
306.7
33.1
(18.7)
–
321.1
321.1
36.0
(19.3)
–
166.3
168.6
337.8
40.0
4.3
–
–
(0.2)
44.1
44.1
4.6
–
–
(0.5)
48.2
107.2
109.0
109.0
118.1
93.5
11.8
0.1
–
(15.5)
89.9
89.9
13.3
0.5
–
(14.4)
89.3
43.7
65.0
65.0
79.3
146.4
36.8
0.4
(0.2)
(16.7)
166.7
166.7
38.2
0.4
(0.6)
(17.3)
187.4
160.3
154.4
154.4
150.4
8.0
2.0
–
(8.0)
2.0
2.0
6.0
–
(2.1)
5.9
–
–
–
–
–
–
–
–
–
–
–
–
8.0
2.0
2.0
5.9
Total
£m
599.1
67.8
(35.8)
–
631.1
631.1
82.3
(34.8)
–
678.6
279.9
52.9
0.5
(0.2)
(32.4)
300.7
300.7
56.1
0.9
(0.6)
(32.2)
324.9
319.2
330.4
330.4
353.7
Assets are reviewed for impairment on a regular basis and provision made where necessary. For shops where there is an indication
of impairment (assessed based upon shop performance), a discounted cashflow is calculated for each shop using historic cash flows,
which management considers a reasonable approximation of a forecast for future cash flows. These calculations take account of:
– attributable overheads;
– a zero per cent growth rate;
– the Group’s cost of capital of 5.4 per cent (which reflects the lease liabilities now recognised on the Group’s balance sheet
as a result of IFRS 16), as an approximation to that for each individual unit (given that the risks are not significantly different
as a result of geographical locations); and
– an appropriate assumption regarding the remaining lease term.
The net book value of the relevant assets attributable to the shop (including the right-of-use asset relating to the lease) is impaired
to the extent that the net present value of the cash flows is lower than the net book value.
Supply chain assets are impaired to their estimated recoverable amount which is generally deemed to be £nil.
118
Greggs plc Annual Report and Accounts 2019
During 2018, the Company exchanged contracts for the disposal of the vacant Twickenham site. The disposal is conditional on
a number of factors, including the applications for and successful grant of planning permission. As at the end of 2019 the timing of
the resolution of these factors remains uncertain and therefore this asset continues to be classified as non-current. At this stage the
total proceeds arising from supply chain site disposals are still expected to be in line with those anticipated in the investment plan.
Parent Company
Cost
Balance at 31 December 2017
Additions
Disposals
Transfers
Balance at 29 December 2018
Balance at 30 December 2018
Additions
Disposals
Transfers
Balance at 28 December 2019
Depreciation
Balance at 31 December 2017
Depreciation charge for the year
Impairment charge for the year
Impairment release for the year
Disposals
Balance at 29 December 2018
Balance at 30 December 2018
Depreciation charge for the year
Impairment charge for the year
Impairment release for the year
Disposals
Balance at 28 December 2019
Carrying amounts
At 31 December 2017
At 29 December 2018
At 30 December 2018
At 28 December 2019
Land and buildings
The carrying amount of land and buildings comprises:
Freehold property
Short leasehold property
Land and
buildings
£m
Plant and
equipment
£m
Fixtures
and fittings
£m
Assets under
construction
£m
147.7
6.1
(1.0)
0.8
153.6
153.6
12.2
(0.6)
1.6
166.8
40.3
4.3
–
–
(0.2)
44.4
44.4
4.6
–
–
(0.5)
48.5
107.4
109.2
109.2
118.3
137.7
26.6
(16.1)
7.2
155.4
155.4
28.1
(14.9)
0.5
307.2
33.1
(18.7)
–
321.6
321.6
36.0
(19.3)
–
169.1
338.3
93.7
11.8
0.1
–
(15.5)
90.1
90.1
13.3
0.5
–
(14.4)
89.5
44.0
65.3
65.3
79.6
146.8
36.8
0.4
(0.2)
(16.7)
167.1
167.1
38.2
0.4
(0.6)
(17.3)
187.8
160.4
154.5
154.5
150.5
8.0
2.0
–
(8.0)
2.0
2.0
6.0
–
(2.1)
5.9
–
–
–
–
–
–
–
–
–
–
–
–
8.0
2.0
2.0
5.9
Total
£m
600.6
67.8
(35.8)
–
632.6
632.6
82.3
(34.8)
–
680.1
280.8
52.9
0.5
(0.2)
(32.4)
301.6
301.6
56.1
0.9
(0.6)
(32.2)
325.8
319.8
331.0
331.0
354.3
Group
Parent Company
2019
£m
116.9
1.2
118.1
2018
£m
107.6
1.4
109.0
2019
£m
117.1
1.2
118.3
2018
£m
107.8
1.4
109.2
Greggs plc Annual Report and Accounts 2019
119
AccountsDirectors’ ReportStrategic Report Notes to the consolidated accounts continued
13. Investments
Non-current investments
Parent Company
Cost
Balance at 31 December 2017, 29 December 2018 and 28 December 2019
Impairment
Balance at 31 December 2017, 28 December 2018 and 28 December 2019
Carrying amount
Balance at 31 December 2017, 29 December 2018, 30 December 2018 and 28 December 2019
The undertakings in which the Company’s interest at the year end is more than 20 per cent are as follows:
Shares in
subsidiary
undertakings
£m
5.8
0.8
5.0
Charles Bragg (Bakers) Limited
Greggs (Leasing) Limited
Thurston Parfitt Limited
Greggs Properties Limited
Olivers (U.K.) Limited
Olivers (U.K.) Development Limited*
Birketts Holdings Limited
J.R. Birkett and Sons Limited*
Greggs Trustees Limited
Solstice Zone A Management Company Limited
Principal activity
Non-trading
Dormant
Non-trading
Property holding
Dormant
Non-trading
Dormant
Non-trading
Trustees
Non-trading
Address of
registered office
Proportion of
voting rights and
shares held
1
1
1
1
2
2
1
1
1
3
100%
100%
100%
100%
100%
100%
100%
100%
100%
28%
* held indirectly
1 Greggs House, Quorum Business Park, Newcastle upon Tyne, NE12 8BU.
2 Clydesmill Bakery, 75 Westburn Drive, Clydesmill Estate, Cambuslang, Glasgow, G72 7NA.
3 The Abbey, Preston Road, Yeovil, Somerset, BA20 2EN.
Solstice Zone A Management Company Limited was not consolidated on the grounds of materiality.
The Company’s subsidiary undertakings listed above were all entitled to exemption, under subsections (1) and (2) of s480
of Companies Act 2006 relating to dormant companies, from the requirement to have their accounts audited.
14. Deferred tax assets and liabilities
Group
Deferred tax assets and liabilities are attributable to the following:
Assets
Liabilities
Net
2019
£m
–
5.4
0.7
6.1
2018
£m
–
3.2
0.2
3.4
2019
£m
(2.8)
–
–
(2.8)
2018
£m
(3.2)
–
–
(3.2)
2019
£m
(2.8)
5.4
0.7
3.3
2018
£m
(3.2)
3.2
0.2
0.2
Property, plant and equipment
Employee benefits
Short-term temporary differences
Tax assets/(liabilities)
120
Greggs plc Annual Report and Accounts 2019
The movements in temporary differences during the 52 weeks ended 29 December 2018 were as follows:
Property, plant and equipment
Employee benefits
Short-term temporary differences
Balance at
31 December
2017
£m
Recognised
in income
£m
Recognised
in equity
£m
Balance at
29 December
2018
£m
(3.8)
4.1
0.5
0.8
0.6
0.2
(0.3)
0.5
–
(1.1)
–
(1.1)
(3.2)
3.2
0.2
0.2
The movements in temporary differences during the 52 weeks ended 28 December 2019 were as follows:
Balance at
30 December
2018
£m
Recognised
in income
£m
Recognised
in equity
£m
Balance at
28 December
2019
£m
Property, plant and equipment
Employee benefits
Short-term temporary differences
(3.2)
3.2
0.2
0.2
0.4
(0.1)
0.5
0.8
–
2.3
–
2.3
Parent Company
Deferred tax assets and liabilities are attributable to the following:
Property, plant and equipment
Employee benefits
Short-term temporary differences
Tax assets/(liabilities)
Assets
Liabilities
Net
2019
£m
–
5.4
0.7
6.1
2018
£m
–
3.2
0.2
3.4
2019
£m
(2.4)
–
–
(2.4)
2018
£m
(2.8)
–
–
(2.8)
2019
£m
(2.4)
5.4
0.7
3.7
(2.8)
5.4
0.7
3.3
2018
£m
(2.8)
3.2
0.2
0.6
The movements in temporary differences during the 52 weeks ended 29 December 2018 were as follows:
Property, plant and equipment
Employee benefits
Short-term temporary differences
Balance at
31 December
2017
£m
Recognised
in income
£m
Recognised
in equity
£m
Balance at
29 December
2018
£m
(3.4)
4.1
0.5
1.2
0.6
0.2
(0.3)
0.5
–
(1.1)
–
(1.1)
(2.8)
3.2
0.2
0.6
The movements in temporary differences during the 52 weeks ended 28 December 2019 were as follows:
Property, plant and equipment
Employee benefits
Short-term temporary differences
Balance at
30 December
2018
£m
Recognised
in income
£m
Recognised
in equity
£m
Balance at
28 December
2019
£m
(2.8)
3.2
0.2
0.6
0.4
(0.1)
0.5
0.8
–
2.3
–
2.3
(2.4)
5.4
0.7
3.7
Greggs plc Annual Report and Accounts 2019
121
AccountsDirectors’ ReportStrategic Report Notes to the consolidated accounts continued
15. Inventories
Raw materials and consumables
Work in progress
16. Trade and other receivables
Trade receivables
Other receivables
Prepayments
At 28 December 2019 the allowance for bad debts was immaterial.
The ageing of trade receivables that were not impaired at the balance sheet date was:
Not past due date
Past due 1-30 days
Past due 31-90 days
Group and Parent Company
2019
£m
19.4
4.5
23.9
2018
£m
15.2
5.6
20.8
Group and Parent Company
2019
£m
15.8
6.0
5.3
27.1
2018
£m
15.3
3.0
13.3
31.6
Group and Parent Company
2019
£m
14.5
1.1
0.2
15.8
2018
£m
11.4
3.9
–
15.3
The Group believes that any unimpaired amounts that are past due by more than 30 days are still collectable in full based on historic
payment behaviour and extensive analysis of customer credit risk. Based on the Group’s monitoring of customer credit risk, the Group
believes that no significant impairment allowance is necessary in respect of trade receivables not past due.
17. Cash and cash equivalents
Cash and cash equivalents
18. Trade and other payables
Trade payables
Amounts owed to subsidiary undertakings
Other taxes and social security
Other payables
Accruals
Advance payments from customers
Deferred Government grants
122
Greggs plc Annual Report and Accounts 2019
Group and Parent Company
2019
£m
91.3
2018
£m
88.2
Group
Parent Company
2019
£m
66.7
–
8.9
31.9
32.0
2.3
0.5
2018
£m
55.8
–
8.1
35.2
25.5
1.4
0.5
2019
£m
66.7
7.7
8.9
31.9
32.0
2.3
0.5
2018
£m
55.8
7.7
8.1
35.2
25.5
1.4
0.5
142.3
126.5
150.0
134.2
19. Current tax liability
The current tax liability of £11.8 million in the Group and the Parent Company (2018: Group and Parent Company £10.1 million)
represents the estimated amount of income taxes payable in respect of current and prior years.
20. Non-current liabilities – other payables
Deferred Government grants
Group and Parent Company
2019
£m
4.2
2018
£m
4.7
The Group has been awarded five Government grants relating to the extension of existing facilities and construction of new
facilities. The grants, which have all been recognised as deferred income, are being amortised over the weighted average of the
useful lives of the assets they have been used to acquire.
21. Employee benefits
Defined benefit pension plan
Scheme background
The Company sponsors a funded final salary defined benefit pension plan (the ‘scheme’) for qualifying employees. The scheme
was closed to future accrual in 2008 and all remaining employees who are still members of the scheme are now members of the
Company’s defined contribution scheme.
The scheme is administered by a separate Board of Trustees which is legally separate from the Company. The Trustees are
composed of representatives of both the employer and employees. The Trustees are required by law to act in the interest of all
relevant beneficiaries and are responsible for the investment policy with regard to the assets plus the day-to-day administration
of the benefits.
UK legislation requires that pension schemes are funded prudently. The last funding valuation of the scheme was carried out
by a qualified actuary as at 6 April 2017 and showed a surplus. The Company is currently not required to pay contributions
into the scheme.
Profile of the scheme
The defined benefit pension obligation includes benefits for former employees and current pensioners. Broadly, two-thirds of the
liabilities are attributable to deferred members and one-third to current pensioners.
The scheme duration is an indicator of the weighted average time until benefit payments are made. For the scheme as a whole,
the duration is approximately 18 years.
Investment strategy
The Company and Trustees have agreed a long-term strategy for reducing investment risk as and when appropriate. This includes
a policy to hold sufficient cash and bond assets to cover the anticipated benefit payments for at least the next five years so as to
improve the cashflow matching of the scheme’s assets and liabilities.
Defined benefit obligation
Fair value of plan assets
Net defined benefit pension liability
Group and Parent Company
2019
£m
(127.6)
127.0
(0.6)
2018
£m
(113.5)
105.1
(8.4)
Greggs plc Annual Report and Accounts 2019
123
AccountsDirectors’ ReportStrategic Report Notes to the consolidated accounts continued
21. Employee benefits continued
Defined benefit plan continued
Liability for defined benefit pension obligations
Changes in the present value of the defined benefit pension obligation are as follows:
Opening defined benefit pension obligation
Past service costs (see Note 4)
Interest cost
Remeasurement (gains)/losses:
– changes in mortality assumptions
– changes in financial assumptions
– experience
Benefits paid
Closing defined benefit pension obligation
Changes in the fair value of plan assets are as follows:
Opening fair value of plan assets
Net interest on plan assets
Remeasurement gains/(losses)
Company special contribution
Benefits paid
Closing fair value of plan assets
The costs charged in the income statement are as follows:
Interest expense on net defined benefit pension liability
The amounts recognised in other comprehensive income are as follows:
Remeasurement gains on defined benefit pension plans
Group and Parent Company
2019
£m
113.5
–
3.1
(0.9)
15.5
–
(3.6)
2018
£m
122.2
1.7
3.0
(0.6)
(5.4)
(4.1)
(3.3)
127.6
113.5
Group and Parent Company
2019
£m
105.1
2.9
17.6
5.0
(3.6)
127.0
Group
2019
£m
0.2
Group
2019
£m
3.0
2018
£m
114.7
2.8
(9.1)
–
(3.3)
105.1
2018
£m
0.2
2018
£m
1.0
Cumulative remeasurement gains and losses reported in the consolidated statement of comprehensive income since 28 December 2003,
the transition date to adopted IFRSs, for the Group and the Parent Company are net losses of £20.1 million (2018: net losses of
£23.1 million).
124
Greggs plc Annual Report and Accounts 2019
The fair value of the plan assets is as follows:
Equities – UK
Bonds
– overseas
– corporate
– government
Absolute return funds
Cash and cash equivalents/other
Principal actuarial assumptions (expressed as weighted averages):
Discount rate
Future salary increases
Future pension increases
Group and Parent Company
2019
£m
46.5
36.7
12.7
23.7
1.1
6.3
2018
£m
35.2
38.9
13.3
12.9
3.1
1.7
127.0
105.1
Group and Parent Company
2019
2018
1.95%
n/a
2.80%
n/a
1.7% – 2.45% 1.7% – 2.45%
Mortality assumption
Mortality in retirement is assumed to be in line with the S2PXA tables using CMI_2018 projections and a long-term rate of 1.25 per cent
per annum. Under these assumptions, pensioners aged 65 now are expected to live for a further 22.1 years (2018: 22.0 years) if they
are male and 23.7 years (2018: 23.9 years) if they are female. Members currently aged 45 are expected to live for a further 23.5 years
(2018: 23.4 years) from age 65 if they are male and for a further 25.2 years (2018: 25.4 years) from age 65 if they are female.
The sensitivities regarding the principal assumptions used to measure the scheme liabilities are set out below:
Discount rate
Inflation
Mortality rates
Change in assumption
Impact on scheme liabilities
0.1% increase
0.1% decrease
1 year decrease
£2.4 million decrease
£1.4 million decrease
£5.1 million decrease
The other demographic assumptions have been set having regard to latest trends in the scheme.
The triennial valuation of the scheme took place in April 2017. The outcome of that valuation was considered by the Trustees and
the Company and no requirement for future contributions was identified.
During 2019 the Company made a special contribution of £5 million in support of the strategy adopted by the Trustees to achieve
a buy-out of liabilities within ten years.
Defined contribution plan
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
£22.6 million (2018: £15.1 million) in the year.
Share-based payments – Group and Parent Company
The Group has established a Savings-Related Share Option Scheme, an Executive Share Option Scheme and a Performance
Share Plan.
Greggs plc Annual Report and Accounts 2019
125
AccountsDirectors’ ReportStrategic Report
Notes to the consolidated accounts continued
21. Employee benefits continued
Share-based payments – Group and Parent Company continued
The terms and conditions of the grants for these schemes are as follows, whereby all options are settled by physical delivery
of shares:
Executive Share
Option Scheme 14
Performance Share
Plan 3
Executive Share
Option Scheme 16
Performance Share
Plan 4
Performance Share
Plan 5
Executive Share
Option Scheme 17
Executive Share
Option Scheme 18
Executive Share
Option Scheme 18a
Performance Share
Plan 6
Performance Share
Plan 7
Executive Share
Option Scheme 19
Savings-Related
Share Option
Scheme 17
Performance Share
Plan 8
Executive Share
Option Scheme 20
Date of grant
Employees entitled
Exercise
price
Number
of shares
granted
Vesting conditions
Contractual
life
April 2009 Senior employees 356p 2,012,000 Three years’ service and EPS growth of 3-7%
10 years
March 2012 Senior executives
£nil
248,922
March 2013 Senior employees 480p 693,000
March 2013 Senior executives
£nil
305,592
March 2014 Senior executives
£nil
224,599
April 2014
Senior employees 500p 598,225
March 2015 Senior employees 1,022p 298,045
May 2015
Senior employee
1,056p 3,285
March 2015 Senior executives
£nil
146,174
March 2016 Senior executives
£nil
133,271
April 2016
Senior employees 1,088p 235,857
over RPI on average over those three years
Three years’ service, EPS annual compound
growth of 3-8% over RPI over those three years
and TSR position relative to an appropriate
comparator group
10 years
Three years’ service and EPS growth of 3-7%
over RPI on average over those three years
Three years’ service, EPS annual compound
growth of 3-8% over RPI over those three years
and TSR position relative to an appropriate
comparator group
10 years
10 years
Three years’ service, EPS annual compound
growth of 1-4% over RPI over those three years
and average annual ROCE of 15.5-17% over
those three years
10 years
Three years’ service and EPS growth of 1-4%
over RPI on average over those three years
Three years’ service and EPS growth of 1-7%
over RPI on average over those three years
Three years’ service and EPS growth of 1-7%
over RPI on average over those three years
Three years’ service, EPS annual compound
growth of 1-7% over RPI over those three years
and average annual ROCE of 19-21.5% over
those three years
10 years
10 years
10 years
10 years
Three years’ service, EPS average annual
growth of 2-8% over RPI over those three years
and average annual ROCE of 22-27% over those
three years
10 years
Three years’ service and EPS growth of 2-8%
over RPI on average over those three years
10 years
April 2016 All employees
870p 361,853
Three years’ service
3.5 years
May 2017
Senior executives
£nil
206,404
April 2017
Senior employees 1,033p 246,219
Three years’ service, EPS average annual
growth of 5-11% over those three years and
average annual ROCE of 23-27% over those
three years
10 years
Three years’ service and EPS growth of 5-11%
on average over those three years
10 years
126
Greggs plc Annual Report and Accounts 2019
Date of grant
Employees entitled
Exercise
price
Number
of shares
granted
Vesting conditions
April 2017 All employees
807p 403,560
Three years’ service
March 2018 Senior executives
£nil
190,943
Three years’ service, EPS average annual
growth of 5-11% over those three years and
average annual ROCE of 25-29% over those
three years
Contractual
life
3.5 years
10 years
March 2018 Senior employees 1,197p 228,923
Three years’ service and EPS growth of 5-11%
on average over those three years
10 years
April 2018 All employees
954p 335,482
Three years’ service
3.5 years
April 2019
Senior executives
£nil
128,534
April 2019
Senior employees 1,830p 140,913
Three years’ service, EPS average annual
growth of 5-11% over those three years and
average annual ROCE of 24-28% over those
three years
Three years’ service, EPS average annual
growth of 5-11% over those three years and
average annual ROCE of 24-28% over those
three years
10 years
10 years
April 2019 All employees
1,484p 230,604
Three years’ service
3.5 years
Savings-Related
Share Option
Scheme 18
Performance Share
Plan 9
Executive Share
Option Scheme 21
Savings-Related
Share Option
Scheme 19
Performance Share
Plan 10
Executive Share
Option Scheme 22
Savings-Related
Share Option
Scheme 20
The number and weighted average exercise price of share options is as follows:
Outstanding at the beginning of the year
Lapsed during the year
Exercised during the year
Granted during the year
Outstanding at the end of the year
Exercisable at the end of the year
2019
2018
Weighted average
exercise price
Number of
options
Weighted average
exercise price
Number of
options
690p
870p
697p
1200p
781p
546p
2,744,060
(200,762)
(700,853)
500,051
2,342,496
423,556
649p
889p
605p
786p
690p
548p
2,893,489
(109,157)
(795,620)
755,348
2,744,060
598,881
The options outstanding at 28 December 2019 have an exercise price in the range of £nil to £18.30 and have a weighted average
contractual life of 5.25 years. The options exercised during the year had a weighted average market value of £20.13 (2018: £11.80).
Greggs plc Annual Report and Accounts 2019
127
AccountsDirectors’ ReportStrategic Report Notes to the consolidated accounts continued
21. Employee benefits continued
Share-based payments – Group and Parent Company continued
The fair value of services received in return for share options granted is measured by reference to the fair value of share options
granted. The estimate of the fair value of the services received is measured based on the Black-Scholes model for all Savings-
Related Share Option Schemes and Executive Share Option Schemes and for Performance Share Plan options granted from
2014 onwards. The fair value per option granted and the assumptions used in these calculations are as follows:
Fair value at grant date
Share price
Exercise price
Expected volatility
Option life
Expected dividend yield
Risk-free rate
2019
2018
Performance
Share Plan
10 April 2019
Executive Share
Option Scheme
22 April 2019
Savings Related
Share Option
Scheme
20 April 2019
Performance
Share Plan
9 March 2018
Executive Share
Option Scheme
21 March 2018
Savings Related
Share Option
Scheme
19 April 2018
1726p
1830p
nil
28.06%
3 years
1.95%
0.75%
307p
1830p
1830p
28.06%
3 years
1.95%
0.75%
469p
1855p
1484p
28.07%
3 years
1.92%
0.64%
1103p
1196p
nil
27.39%
3 years
2.70%
0.87%
183p
1197p
1197p
27.39%
3 years
2.70%
0.87%
282p
1192p
954p
27.29%
3 years
2.70%
0.94%
The expected volatility is based on historical volatility, adjusted for any expected changes to future volatility due to publicly
available information. The historical volatility is calculated using a weekly rolling share price for the three-year period immediately
prior to the option grant date.
The costs charged to the income statement relating to share-based payments were as follows:
Share options granted in 2015
Share options granted in 2016
Share options granted in 2017
Share options granted in 2018
Share options granted in 2019
Total expense recognised as employee costs
2019
£m
–
0.3
1.9
1.5
0.7
4.4
2018
£m
0.2
0.8
0.6
0.4
–
2.0
128
Greggs plc Annual Report and Accounts 2019
22. Provisions
Balance at start of year
Additional provision
in the year:
– ordinary
– exceptional
Utilised in year:
– ordinary
– exceptional
Provisions reversed
during the year:
– ordinary
– exceptional
Balance at end of year
Included in current
liabilities
Included in non-current
liabilities
Group and Parent Company
2019
Dilapidations
£m
2019
National
insurance
£m
2019
Redundancy
£m
2019
Other
£m
2019
Total
£m
2018
Dilapidations
£m
2018
National
insurance
£m
2018
Redundancy
£m
2018
Other
£m
2018
Total
£m
2.8
0.8
3.5
2.3
9.4
2.9
1.2
7.2
2.1
13.4
1.1
–
(0.4)
–
(1.0)
(0.2)
2.3
1.5
0.8
2.3
2.1
–
(0.6)
–
–
–
2.3
1.7
0.6
2.3
0.8
0.7
(0.5)
(3.4)
–
–
1.1
1.1
–
1.1
–
–
(0.1)
–
(0.5)
–
1.7
4.0
0.7
(1.6)
(3.4)
(1.5)
(0.2)
7.4
1.5
5.8
0.2
1.7
1.6
7.4
1.0
–
(0.4)
(0.1)
(0.6)
–
2.8
2.6
0.2
2.8
–
–
(0.4)
–
–
–
0.8
0.7
0.1
0.8
–
–
–
(3.5)
–
(0.2)
3.5
3.5
–
3.5
1.7
–
(0.1)
–
(1.0)
(0.4)
2.3
1.9
0.4
2.3
2.7
–
(0.9)
(3.6)
(1.6)
(0.6)
9.4
8.7
0.7
9.4
The provisions at the end of the year relate to ordinary or exceptional activity as follows:
Ordinary
Exceptional
2.1
0.2
2.3
2.3
–
2.3
0.3
0.8
1.1
1.5
0.2
1.7
6.2
1.2
7.4
2.4
0.4
2.8
0.8
–
0.8
–
3.5
3.5
2.1
0.2
2.3
5.3
4.1
9.4
Dilapidation provisions have been made based on the future expected repair costs required to restore the Group’s leased buildings
to their fair condition at the end of their respective lease terms, where it is considered a reliable estimate can be made.
National insurance costs are provided in respect of future share options exercises.
The provision for redundancy costs arises from the supply chain restructuring described in Note 4.
The majority of all of the provisions are expected to be utilised within four years such that the impact of discounting would not
be material.
Greggs plc Annual Report and Accounts 2019
129
AccountsDirectors’ ReportStrategic Report Notes to the consolidated accounts continued
23. Capital and reserves
Share capital
In issue and fully paid at start and end of year – ordinary shares of 2p
Ordinary shares
2019
Number
2018
Number
101,155,901
101,155,901
The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share
at meetings of the Company.
Capital redemption reserve
The capital redemption reserve relates to the nominal value of issued share capital bought back by the Company and cancelled.
Own shares held
Deducted from retained earnings is £39.9 million (2018: £33.0 million) in respect of own shares held by the Greggs Employee Benefit
Trust. The Trust, which was established during 1988 to act as a repository of issued Company shares, holds 406,357 shares (2018:
560,866 shares) with a market value at 28 December 2019 of £9.3 million (2018: £7.1 million) which have not vested unconditionally
in employees. During the year the Trust purchased 547,713 (2018: 889,189) shares for an aggregate consideration of £11.8 million
(2018: £9.9 million) and sold 702,222 (2018: 832,538) shares for an aggregate consideration of £4.9 million (2018: £5.2 million).
The shares held by the Greggs Employee Benefit Trust can be purchased either by employees on the exercise of an option under the
Greggs Executive Share Option Schemes, Greggs Savings-Related Share Option Scheme and Greggs Performance Share Plan or by
the trustees of the Greggs Employee Share Scheme. The trustees have elected to waive the dividends payable on these shares.
Dividends
The following tables analyse dividends when paid and the year to which they relate:
2017 final dividend
2018 interim dividend
2018 final dividend
2019 interim dividend
2019 special dividend
2019
Per share
pence
2018
Per share
pence
–
–
25.0p
11.9p
35.0p
71.9p
22.0p
10.7p
–
–
–
32.7p
The proposed final dividend in respect of 2019 amounts to 33.0 pence per share (£33.2 million). This proposed dividend is subject
to approval at the Annual General Meeting and has not been included as a liability in these accounts.
2017 final dividend
2018 interim dividend
2018 final dividend
2019 interim dividend
2019 special dividend
130
Greggs plc Annual Report and Accounts 2019
2019
£m
–
–
25.3
12.0
35.3
72.6
2018
£m
22.2
10.8
–
–
–
33.0
24. Operating leases
Non-cancellable operating lease rentals are payable as follows:
Less than one year
Between one and five years
More than five years
2019
£m
Property
2019
£m
Equipment
2019
£m
Total
2018
£m
Property
2018
£m
Equipment
–
–
–
–
–
–
–
–
–
–
–
–
44.0
97.2
19.6
160.8
1.9
2.0
–
3.9
2018
£m
Total
45.9
99.2
19.6
164.7
The Group previously categorised the majority of its shop leases as operating leases. The leases typically run for a period of ten
years, with an option to renew the lease after that date. Lease payments are generally increased every five years to reflect market
rentals. For a small number of the leases the rental is contingent on the level of turnover achieved in the relevant unit; these
amounts are immaterial.
From 30 December 2018 the Group has recognised right-of-use assets and lease liabilities for these leases, except for short-term
and low-value leases. See Note 11 for further information.
25. Capital commitments
During the 52 weeks ended 28 December 2019, the Group entered into contracts to purchase property, plant and equipment
and intangible assets for £35.7 million (2018: £11.6 million), which are expected to be settled in the following financial year.
26. Related parties
Identity of related parties
The Group has a related-party relationship with its subsidiaries (see Note 13), Directors and executive officers and pension schemes.
Trading transactions with subsidiaries – Group
There have been no transactions between the Company and its subsidiaries or associates during the year (2018: none).
Trading transactions with subsidiaries – Parent Company
Dormant subsidiaries
Amounts owed to related parties Amounts owed by related parties
2019
£m
7.8
2018
£m
7.8
2019
£m
–
2018
£m
–
The Greggs Foundation is also a related party and during the year the Company made a donation to the Greggs Foundation
of £1.3 million (2018: £1.0 million), as well as passing on £0.4 million (2018: £0.7 million) raised from the sale of carrier bags and
£0.3 million (2018: £0.3 million) raised from the sale of products. The Greggs Foundation holds 300,000 shares in Greggs plc
and Richard Hutton, a Director of Greggs plc, is a trustee of the Greggs Foundation.
Transactions with key management personnel
Details of Directors’ shareholdings, share options, emoluments, pension benefits and other non-cash benefits can be found
in the Directors’ remuneration report on pages 56 to 83. Summary information on remuneration of key management personnel
is included in Note 5.
Greggs plc Annual Report and Accounts 2019
131
AccountsDirectors’ ReportStrategic Report Ten-year history
Turnover (£m)
Total sales growth (%)
Company-managed shop
20101
2011
662.3
0.6%
701.1
5.8%
2012
(as restated)2
2014
(as restated)1,3
2013
20151
2016
2017
2018
20195
734.5
762.4
806.1
835.7
894.2
960.0
1,029.3
1,167.9
4.8%
3.8%
5.7%
3.7%
7.0%
7.4%
7.2% 13.5%
like-for-like sales growth (%)
0.2%
1.4%
(2.7%)
(0.8%)
4.5%
4.7%
4.2%
3.7%
2.9%
9.2%
Profit before tax (‘PBT’)
excluding exceptional
items (£m)
PBT margin excluding
exceptional items (%)
Pre-tax exceptional
(charge)/ credit (£m)
Profit on ordinary activities
including exceptional items
and before tax (£m)
Diluted earnings per share
excluding exceptional items
(pence)
Dividend per share (pence)
52.5
53.1
50.9
41.3
58.3
73.1
80.3
81.7
89.8
114.2
7.9%
7.6%
6.9%
5.4%
7.2%
8.7%
9.0%
8.5%
8.7%
9.8%
–
7.4
1.4
(8.1)
(8.5)
–
(5.2)
(9.9)
(7.2)
(5.9)
52.5
60.5
52.4
33.2
49.7
73.0
75.1
71.9
82.6
108.3
37.3
18.2
38.8
19.3
38.3
19.5
30.6
19.5
43.4
22.0
55.8
48.64
60.8
31.0
63.5
32.3
70.3
35.7
89.7
79.96
Total shareholder return (%)
11.1% 13.0%
(6.1%)
0.6%
69.7%
87.1% (23.8%)
47.5%
(7.4%)
87.5%
Capital expenditure (£m)
45.6
59.1
46.9
47.6
48.9
71.7
80.4
70.4
73.0
86.0
Return on capital employed
(excluding exceptional
items) (%)
Number of shops in
operation at year end
25.9% 24.4%
21.3% 16.4%
22.4% 26.8%
28.1% 26.9%
27.4% 33.6%7
1,487
1,571
1,671
1,671
1,650
1,698
1,764
1,854
1,953
2,050
1 2009 and 2014 were 53 week years, impacting on total sales growth for that year and the year immediately following
2 Restated following the adoption of IAS 19 (Revised)
3 Restated to include revenue in respect of franchise fit-out costs
4
5
6
7 National return on capital employed – see page 133
Includes a special dividend of 20.0p
IFRS 16 Leases was implemented at the start of the financial year using the modified retrospective approach. Prior year comparatives have not been restated.
Includes a special dividend of 35.0p
All of the non-GAAP measures detailed above can be calculated from the GAAP measures included in the annual accounts with
the exception of those detailed below.
Calculation of alternative performance measures
Like-for-like (LFL) sales growth – compares year-on-year cash sales in our Company-managed shops, with a calendar year’s
trading history and is calculated as follows:
Current year LFL sales
Prior year LFL sales
Growth
LFL sales growth percentage
132
Greggs plc Annual Report and Accounts 2019
2019
£m
987.8
904.7
83.1
9.2%
2018
£m
876.3
851.7
24.6
2.9%
Return on capital employed – calculated by dividing profit before tax by the average total assets less current liabilities for
the year.
Profit before tax
Capital employed:
Opening
Closing
Average
Return on capital employed
2019
Underlying
IFRS 16
£m
2019
Including
exceptional items
IFRS 16
£m
2018
Underlying
IAS 17
£m
2018
Including
exceptional items
IAS 17
£m
114.2
108.3
89.8
82.6
559.3
580.1
569.7
20.0%
559.3
580.1
569.7
19.0%
313.3
343.0
328.2
27.4%
313.3
343.0
328.2
25.2%
Notional return on capital employed – calculated by dividing profit before tax by the average total assets less current liabilities
for the year and taking into account the pre-agreed adjustments in respect of IFRS 16 used by the Remuneration Committee for
determination of incentive outcomes (see page 78).
Underlying
Underlying profit before tax (see page 94)
Capital employed
Opening
Closing
Average
Return on capital employed
Including exceptional items
Profit before tax (see page 94)
Capital employed
Opening
Closing
Average
Return on capital employed
2019
As reported
£m
IFRS 16
adjustments
£m
114.2
4.2
(216.3)
(219.2)*
559.3
580.1
569.7
20.0%
2019
As reported
£m
108.3
IFRS 16
adjustments
£m
4.2
(216.3)
(219.2)*
559.3
580.1
569.7
19.0%
2019
Notional
£m
118.4
343.0
360.9
352.0
33.6%
2019
Notional
£m
112.5
343.0
360.9
352.0
32.0%
*This adjustment is based on forecasts made on transition and therefore cannot be reconciled to the accounts.
Net cash inflow from operating activities after lease payments – calculated by deducting the repayment of principal of lease
liabilities from net cash flow from operating activities
Net cash inflow from operating activities
Repayment of principal of lease liabilities
Net cash inflow from operating activities after lease payments
2019
IFRS 16
£m
219.1
(49.6)
169.5
2018
IAS 17
£m
136.1
–
136.1
Greggs plc Annual Report and Accounts 2019
133
AccountsDirectors’ ReportStrategic Report Notes
134
Greggs plc Annual Report and Accounts 2019
Greggs plc Annual Report and Accounts 2019
135
AccountsDirectors’ ReportStrategic Report Notes
136
Greggs plc Annual Report and Accounts 2019
Financial calendar
Announcement of results
Half year
Full year
Annual report posted to shareholders
Annual General Meeting
Late July
Early March
Early April
13 May 2020
Secretary and advisers
Secretary
Jonathan D Jowett, LL.M. Solicitor
Registered Office
Greggs House
Quorum Business Park
Newcastle upon Tyne
NE12 8BU
Registered number
502851
Bankers
Barclays Bank plc
Barclays House
5 St Ann’s Street
Quayside
Newcastle upon Tyne
NE1 3DX
Auditors
KPMG LLP
Quayside House
110 Quayside
Newcastle upon Tyne
NE1 3DX
Stockbrokers
UBS
5 Broadgate Circle
London
EC2M 2QS
Investec
2 Gresham Street
London
EC2V 7QP
Solicitors
Muckle LLP
Time Central
32 Gallowgate
Newcastle upon Tyne
NE1 4BF
Registrars
Link Asset Services
Bourne House
34 Beckenham Road
Beckenham
Kent
BR3 4TU
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Greggs plc
Company Registered Number 502851
corporate.greggs.co.uk