Note: Spine set to 12.5mm. Please adjust if necessary
ANNUAL REPORT AND
ACCOUNTS 2021
I
N
C
H
C
A
P
E
A
N
N
U
A
L
R
E
P
O
R
T
A
N
D
A
C
C
O
U
N
T
S
2
0
2
1
STRATEGIC REPORT
2 Our business model
4 Our strategy
6 Chairman’s welcome
8 Chief Executive’s review
12 Facing into the future
14 Acquisition progress
16 Stakeholder engagement
20 Key performance indicators
22
24 Operating and financial review
33 Responsible Business
40
Task Force on Climate-related
Financial Disclosures
Investment case
46 Non-financial information statement
48 Risk management
GOVERNANCE
60 Chairman’s statement
68 Governance at a glance
70 Board of Directors
72 Corporate Governance Report
75 Nomination Committee Report
77 Audit Committee Report
82 CSR Committee Report
84 Director’s Report on Remuneration
104 Directors’ Report
FINANCIAL STATEMENTS
110 Independent auditor’s report to the
members of Inchcape plc
120 Consolidated income statement
121 Consolidated statement of
comprehensive income
122 Consolidated statement of financial position
123 Consolidated statement of changes in equity
124 Consolidated statement of cash flows
125 Accounting policies
136 Notes to the financial statements
186 Alternative performance measures
188 Five year record
189 Company statement of financial position
190 Company statement of changes in equity
191 Accounting policies
194 Notes to the Company financial statements
OTHER INFORMATION
206 Shareholder information
INCHCAPE IS ON AN
AMBITIOUS GROWTH JOURNEY
As the leading automotive distributor in a highly
fragmented global market, we have developed
a ‘plug-and-play’ distribution platform and
built our digital and data capability to create
a significant competitive advantage. We are
also uniquely positioned to capture more
of a vehicle’s lifetime value.
Our commitment to return shareholder value
through organic growth, consolidation and
cash returns will be delivered by our Accelerate
strategy and is underpinned by our Responsible
Business framework, ‘Driving What Matters’.
Our financial metrics
The following table shows the key profit measures that we use throughout this
report to most accurately describe operating performance and how they relate
to statutory measures.
Metric
Gross Profit
£m
Use of metric
1,140.9
Direct profit contribution from Value
Drivers (e.g. Vehicles and Aftersales)
Less: Segment operating expenses
Operating Profit (before exceptional items)¹
Less: exceptional items
Operating Profit
Less: Net Finance Costs
Profit before tax
Add back: exceptional items
Profit before tax and exceptional items¹
(812.8)
328.1
(101.2)
226.9
(32.1)
194.8
101.2
296.0
1. APM (alternative performance measure), see page 186
Profit generated by the Group
Statutory measure of Operating Profit
Statutory measure of profit after the
costs of financing the Group
HIGHLIGHTS
Revenue
£7.6bn
2020: £6.8bn
Free cash flow1
£289m
2020: £177m
Return on capital employed1
30%
2020: 12%
Dividend per share
22.5p
2020: 6.9p
OUR BUSINESS MODEL: DIFFERENTIATED DISTRIBUTION
“BRINGING MOBILITY TO THE
WORLD’S COMMUNITIES –
FOR TODAY, FOR TOMORROW
AND FOR THE THE BETTER”
Inchcape is the world’s leading independent automotive distributor,
operating in over 40 markets and geographies across Asia, Australasia
and the Pacific; the Americas; Africa; Europe and the UK
AT A GLANCE
Revenue
£7.6bn
40+Brand partners
175+Years of successful
international trade
14,500+
Employees
OUR VALUE CHAIN
Inchcape’s value chain comprises six key elements which provide
full spectrum ‘Differentiated Distribution’ services for our original
equipment manufacturer (OEM) partners:
Product planning Using our local market expertise to inform
certification and vehicle ordering decisions (model types and
specifications).
Logistics Operating comprehensive post-factory connections to
deliver vehicles and parts in our markets.
Brand and marketing Proposition development, brand positioning
(including price setting) and national marketing, aimed to maximise
market share for our partners.
Channel management Defining and building the optimal channels
to reach consumers and businesses covering network management,
digital, and omni-channel. This also includes selection and training
of independent dealers, and ongoing performance management.
Retail services Bringing our omni-channel platform to customers
to deliver world-class, digital-first experiences across our OEM and
market portfolio.
Aftermarket services Distribution of parts, and customer and
vehicle lifecycle management including aftersales services via
the omni-channel retail network.
Our value chain is differentiated from others by our investments
in digital customer experience, in data analytics, our global
connected platform – which enables us to deploy our processes
consistently worldwide – and deep local market expertise.
2
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
OUR GLOBAL REACH
6
Continents
1,000+
Distribution & retail
network locations
40+
Countries and geographies
worldwide
UNITED KINGDOM
25%
EUROPE
33%
AMERICAS & AFRICA
14%
ASIA PACIFIC (APAC)
28%
2021 revenue% split
OUR LONG-STANDING PARTNER RELATIONSHIPS
One of Inchcape’s core strengths is the length of our main OEM
relationships. Stretching back to the 1960s when we first began working
in partnership with Toyota, we have fostered and maintained close
relationships with some of the world’s leading automotive manufacturers,
as well as adding new partnerships with many others over the decades.
100+
years of automotive
experience
54
Toyota
33
Volkswagen
Group
51
Jaguar
Land Rover
32
BMW Group
44
Suzuki
34
Mercedes-Benz
29
Subaru
Corporation
Continuous years of operating with our seven core OEM partners
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
3
GOVERNANCEFINANCIAL STATEMENTSSTRATEGIC REPORT
OUR STRATEGY
SUPERCHARGING
OUR BUSINESS
Transforming Inchcape to accelerate our growth through
Distribution Excellence and Vehicle Lifecycle Services
OUR GROWTH DRIVERS:
DISTRIBUTION EXCELLENCE
VEHICLE LIFECYCLE SERVICES
OUR ENABLERS:
Culture and Capabilities
Digital, Data & Analytics
Efficient Scale Operations
Responsible Business
Our world, our industry and
our business are experiencing
unprecedented change.
This change represents
a significant opportunity
for Inchcape to grow
in three ways.
1. Generating more value from existing
markets and customers through route
to market transformation. Success in
providing OEMs with an omni-channel
route to market will mean we sell more
goods and services to consumers
while reducing the cost of taking a
vehicle to market for our partners.
2. Expanding into new and adjacent
areas, capturing more value from our
vehicles as well as others. This provides
opportunities for Inchcape to create
new solutions or take proven solutions
from other markets to capture a
greater part of the vehicle value chain.
digital, technological and process
capabilities needed to succeed
in the future.
3. Using our core capabilities and
market presence to expand and grow
in new markets and with new partners.
Manufacturers are now looking for
partners in the markets they choose
not to serve themselves, who have the
scale to be able to exploit technology
and data to deliver the omni-channel
solution consumers are demanding.
To realise these opportunities, we have
identified two strategic growth drivers,
Distribution Excellence and Vehicle
Lifecycle Services (see next page)
supported by three critical enablers:
1. Develop the Culture and
Capabilities we need to build on
our core strengths of executional
excellence and automotive
knowledge, blending these with the
2. Use Digital, Data and Analytics to:
create the consumer experience
relevant to each market based on
data driven insights; make the
business critical decisions that support
efficient and effective execution using
data; and ensure all of this data is
totally secure.
3. Develop Efficient Scale Operations
to standardise our back office and
core processes, and apply ‘one best
way’ to make us more efficient and
more successful.
This is underpinned by our Responsible
Business plan, ‘Driving What Matters’
which you can read about in detail
on pages 33-38.
4
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
DISTRIBUTION EXCELLENCE:
Aftermarket
Services
Product
Planning
I N C H C A P E
Retail
Services
Digital Customer
Experience
Data
Analytics
Logistics
Connected
Global
Platforms
Local
Market
Expertise
D
I
F
F
E
R
E
NTIA T E D D I
B
I
R
T
S
Channel Management
N
O
U TI
Brand &
Marketing
VEHICLE LIFECYCLE SERVICES:
%
Finance &
Insurance
Aftermarket
Trade-in
Currently underserved by Inchcape
New vehicle
import
Lifetime
profits
1st phase
%
25%
75%
2nd phase
%
3rd phase
%
Inchcape has long been a leading
automotive distribution partner to many
of the world’s best known and most
trusted automotive manufacturers. The
traditional routes to market, however,
have seen significant disruption in recent
years with far more of the customer
journey and experience moving online.
Additionally, the sector’s supporting
functions and capabilities are becoming
digitalised at pace. However, far from
seeing this evolution as a threat, we see
it as being in line with our ambition.
To realise the scale of our ambition we
need to accelerate the speed of our
transformation, developing a global
platform of connected systems and
capabilities combined with the
exceptional talent of our people
worldwide that together comprise our
proposition of Distribution Excellence.
The key to this lies in the development
of our globally connected platform of
digitalised processes and capability,
combining the strength and resilience
of a global business with tailored local
market offering and expertise. Having
developed, tested and rolled out our
proprietary omni-channel platform
(DXP), we have now extended from one
market and OEM to 27 markets and 11
OEMs with more in the pipeline. You can
read more about this and our Data
Analytics Platform (DAP) on page 13.
Our second growth driver is Vehicle
Lifecycle Services (VLS) which focuses
on how we expand the role we play
in the value chain through new and
complementary products and services.
We see significantly more value to be
unlocked from the second and third
phase of a vehicle’s lifecycle as from the
first, and our existing assets, relationships
and expertise provide us the platform
to capture more of this value.
The most significant near-term
opportunity comes from the creation
of a new global model for stand-alone
omni-channel used car retail. Branded
bravoauto and proven in the UK, this
platform is ready to be scaled and
rolled out to our markets globally.
Bravoauto will use best practices
and standardised technology in all
our markets and it will plug into our
advanced data analytics platform to
deliver an industry-leading customer
experience.
There is further value to be created
and captured from the total Car Parc
aftermarket by leveraging our
distribution and technological expertise
in the parts segment. The opportunity
we have identified is to modernise
the distribution of parts by creating a
platform to connect parts distributors
with workshops, which we now have
under development.
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
5
GOVERNANCEFINANCIAL STATEMENTSSTRATEGIC REPORT
CHAIRMAN’S WELCOME
A
LONG-TERM
TRUSTED
PARTNER
NIGEL STEIN
CHAIRMAN
DEAR SHAREHOLDERS AND STAKEHOLDERS
I am pleased to report a year of good
progress for Inchcape despite the continuing
impact of the pandemic across our markets.
This achievement reflected the hard work
and ingenuity shown by Inchcape
colleagues worldwide, who moved quickly
to adapt to changing local circumstances
while maintaining the Group-wide priorities
of safety and customer service. I thank
them most sincerely for their efforts.
6
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
In last year’s report, I referred to the
increasing pace of electrification of
automotive drivetrains. That pace
has accelerated and we are seeing
that in several key markets OEMs with
better electric vehicle (EV) offerings
are gaining share. We continue to
monitor the market closely and
remain confident that Inchcape’s
OEM partners, whilst not always being
“first to market”, have the technology,
capability and partnerships to bring
long-term success.
We have been keen to partner more
with winning Chinese brands who are
expanding into international markets
and were pleased to sign our first
distribution agreement with Geely
Auto in Chile, adding to our presence
in that market. This, and other
acquisitions announced during the
year, will broaden the Group’s profit
base across different geographies
reducing the historical reliance on
Asia, Singapore and Hong Kong
in particular.
Businesses in emerging markets often
come with additional political risk
which, as set out in the Group’s Risk
Management report, is part of the
Inchcape business model of
representing OEM partners in lower
volume global markets. The Board
carefully review the risk environment,
and its risk appetite, when considering
potential acquisitions.
Not withstanding the sale of the St.
Petersburg business during 2021, the
Board continues to closely monitor
developments in Russia to assess any
impact on our business in that market.
BOARD
We were delighted that Nayantara
Bali joined the Board in May, bringing
to Inchcape her experience and
insights of consumer markets in Asia.
We believe the Board greatly benefits
from having a Director based in that
important region.
Till Vestring who has served on the
Board for 10 years, will step down
at the 2022 Annual General Meeting
(AGM) having prolonged his tenure
to help induct Nayantara during
this time of Covid-19 restricted travel.
We are indebted to Till for the
farsighted and independent thinking
he has brought to the Board and
the excellent contribution he made
in his time at Inchcape.
As announced in January 2022, I am
also delighted that Sarah Kuijlaars
has joined the Board as a Non-
Executive Director. Sarah is currently
Chief Financial Officer at De Beers plc.
Further information is given in the
Nomination Committee Report
on page 75.
DIVIDENDS
Based on the strong financial
performance for the year, and
the unusual circumstances of last
year, the Board paid an interim
2021 dividend at a higher level than
its normal practice of one third of
the prior year dividend. We intend
to revert to the usual one third of
prior year dividend calculation
in future years.
The Group remains committed to a
dividend policy which pays out 40%
of net income per annum. We are
now pleased to recommend a final
dividend of 16.1p, bringing the total
dividend for the year to 22.5p.
SHARE BUYBACK
The extremely strong cash generation
of the Group also allowed us to restart
a share buyback programme in
August 2021 with a £100m buyback
completed in February 2022.
Our cash allocation strategy of
prioritising organic growth, dividends
and bolt-on acquisitions, before
returning surplus cash to shareholders,
remains in place.
FUTURE PROSPECTS
In the next few months, performance
seems likely to be restricted to some
degree by continuing supply chain
disruption and the potential impact
of the continuing pandemic.
The Board, however, remains very
confident in the Group’s medium
and long-term prospects, based on
the strength of its market positions
and successful implementation
of the Accelerate strategy.
Directors’ approval of the
Strategic Report
The 2021 Strategic Report, from
pages 2 to 58, were reviewed and
approved by the Board of Directors
on 25 February 2022
NIGEL STEIN
CHAIRMAN
One of the challenges faced in the
year was the disruption to automotive
supply chains caused by a shortage
of components, particularly
electronic chips, which progressively
impacted OEM vehicle production.
The inability of output to match
recovering demand held back our
sales but, combined with proactive
management of appropriate
discounts and product mix, led to
better margins on both new and
used vehicles.
Supply chain disruption seems likely
to continue and we expect to have
to live with a shortage of new vehicles
well into 2022.
As well as achieving a pleasing
financial out-turn, the Inchcape team
took important strides during the year
to improve the business for the future.
This included significantly enhancing
our digital capabilities to improve our
omni-channel customer experience,
to step-up our data analytics
capability and to streamline our
back-office processes. The latter is
important to our ability to successfully
integrate acquisitions, a key
opportunity for future growth.
STRATEGIC PROGRESS
The new “Accelerate” strategy was
launched with two key growth pillars:
Distribution Excellence – building on
the progress made through Ignite –
and VLS, in addition to continuing our
long-standing strategy of inorganic
growth through new contracts and
acquisitions. We believe this strategy,
which is set out in more detail on
pages 4 and 5, will put Inchcape
ahead of the competition – offering
OEM partners the most professional,
international and digital distribution
partner who they can trust to
represent them in fast growing,
developing markets.
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
7
GOVERNANCEFINANCIAL STATEMENTSSTRATEGIC REPORT
GROUP CHIEF EXECUTIVE’S REVIEW
DUNCAN TAIT
GROUP CEO
AN
OUTSTANDING
BUSINESS WITH
AN EXCITING
FUTURE
I am pleased to report on a year of significant
momentum for the Group. We’ve seen sharp
recovery, made great strategic progress and,
to a large extent, a return to some of the growth
trajectory more familiar to a pre-Covid Inchcape.
8
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
Additionally in 2021, we launched
our new strategy and our Responsible
Business plan, which you can read
more about below. In all, we can look
back on 2021 as a year of significant
recovery and progress that I am
confident will prove to be a
springboard to accelerated
performance and growth in the
years to come.
STRATEGIC DEVELOPMENT
In last year’s Report, I described how
we were embarking on a new phase
of the Group’s journey. With strong
foundations in place following a
period of growth and forward
momentum, our new strategy is all
about preparing the Group for the
future and has Distribution Excellence
and Vehicle Lifecycle Services (VLS)
at its heart.
We have called our new strategy
‘Accelerate’, and it will build on our
strong foundations through cutting-
edge digital technology and smart
use of data as described on page 13.
Over the past year, we’ve made
progress in rolling out Accelerate
across the Group. In particular, we’ve
advanced our digital capabilities in
a number of important areas.
Our omni-channel platform, (known
internally as DXP for Digital eXperience
Platform) offers customers a seamless,
continuous customer experience,
however they choose to interact with
us. At the start of the year, the
platform was available in just one
country. During 2021 we’ve extended
its availability to 27 markets, with 11
OEMs now live on the platform. The
initial signs are very exciting with the
platform driving significantly better
sales conversion rates.
DXP is part of a wider platform that
we’ve been further developing during
the past year. It spans a host of digital
capabilities that I believe can position
Inchcape as the undisputed number
one distribution partner of choice for
OEMs. DAP (our Digital Analytics
Platform) is another component of this
wider platform. It provides advanced
analytics and machine learning,
leveraging our data and driving
smarter, faster and better business
decisions which results in improved
performance across lead
management, customer retention
and pricing.
During 2021, we established two
digital delivery centres (DDCs) as we
embarked on our technological
transformation. There are already over
500 ‘Inchcapers’ working in the DDCs,
providing 24/7 services and solutions
which has significantly increased
our internal digital delivery capability.
In the year we also established our
Global Business Services in
partnership with Cognizant to
manage the majority of our
transactional finance operations and
enable smarter business partnering
within the finance function.
Collectively, these services are
helping the Group to be more
responsive and efficient, providing an
ecosystem of connected technology
– a ‘plug and play’ platform for our
OEM partners that facilitates their
preferred route to market. I firmly
believe this platform can help us
build a highly effective automotive
distribution capability and service
for automotive partners.
While Distribution Excellence is one
cornerstone of our Accelerate
strategy, the other is centred around
VLS which has untapped potential
for us across all our markets. This will
be all about placing more emphasis
on capturing the lifetime value of
both customers and vehicles.
Specifically, we have developed
an approach to maximising the
opportunity presented by the second
and third stages of a vehicle’s
lifecycle – in other words, its life
beyond the original sale as a new
vehicle. We’ll do this by providing an
aggregator service in markets where
the service doesn’t already exist;
something that fits with our well-
established approach of building
distribution businesses in small to
medium-sized markets. Our omni-
channel used vehicle platform,
bravoauto is now ready to scale and
is rolling out globally. This represents
an exciting new opportunity for us, as
does our digital parts platform which
is at an earlier stage of development
but will also accelerate during 2022.
BUSINESS DEVELOPMENT
In line with our focus on markets with
high growth potential, we continued
to further expand our distribution
footprint, agreeing deals that will
add annualised revenue of £200m.
In addition to leveraging our existing
geographic and brand footprint,
these deals will give us access to
new markets and brand partners.
In December 2021 we announced an
acquisition of a distribution business
in the Caribbean, a new territory for
the Group, where we will distribute
vehicles for Suzuki, Mercedes-Benz,
Subaru and Chrysler – a new OEM
brand partner in our portfolio.
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
9
Like businesses the world over, we
faced some uncertainty at the start
of the year because of the continued
challenges brought by the pandemic.
I am delighted to report, however,
that we recovered well, adapted to
new ways of working, and achieved
a performance during 2021 that
has exceeded expectations. It’s
testament to the resilience of our
business, and the determination
and ingenuity of our people, that
we performed ahead of the market
and we emerged with great optimism
for the future.
PERFORMANCE
The momentum we built coming out
of the most severe restrictions of 2020
propelled the business to an excellent
performance overall, thanks to the
hard work of our thousands of
colleagues around the world. Having
joined the Group during the first year
of the pandemic, seeing the resolve
and resilience of our people left me
in no doubt that we would quickly
thrive again, and I am delighted to
say this confidence was borne out
in our results.
Revenues were £7.6bn, an increase
of 12% on 2020 as we began our
recovery to pre-pandemic levels.
We delivered profit (before tax and
exceptional items) of £296m, a 131%
rise on the prior year and driven by
both strong execution and higher
vehicle gross margins. We were also
highly cash generative in the year,
booking free cash flow of £289m
which has resulted in the further
strengthening of our financial position.
We talked in our updates during the
year about the global shortage of
semiconductors which has affected
manufacturers’ post-pandemic
recovery. Although demand is high,
there’s a significant impact on the
supply of new vehicles and we are
expecting constraints to continue
well into 2022.
Despite the external challenges we
have seen in 2021, our teams
continued to deliver against
expectations every day. They also
continued to innovate at speed, to
build our capabilities in digital, and to
grow the business through acquisition
and contract wins.
GOVERNANCEFINANCIAL STATEMENTSSTRATEGIC REPORT
GROUP CHIEF EXECUTIVE’S REVIEW CONTINUED
During 2021 we also signed a global
strategic partnership with Geely
(initially launching in Chile). We
bolstered our presence in Guam
with the acquisition of a distributor
of commercial vehicles, and entered
a number of new markets: Indonesia
with Jaguar Land Rover; and
Guatemala with Mercedes-Benz.
Inchcape has now become
Mercedes’ largest distribution partner
in Central and South America.
Inchcape is already the leading
independent global automotive
distributor, and we are extending this
leadership with our investment in
technological capability. Our ‘plug
and play’ distribution platform will
help drive both organic and inorganic
growth within our current geographic
footprint and even faster expansion
in new markets, with both existing
and new partners.
RESPONDING TO AN
EVOLVING SECTOR
Our industry is changing rapidly, and it
is clear that electrification will play an
important role in the transformation
of the mobility industry. In the second
half of 2021, electric vehicle (EV) sales
and penetration accelerated in major
markets despite the economic crisis
caused by the Covid-19 pandemic.
While the consensus is that EVs
will spearhead the transformation from
use of the internal combustion engine,
we believe hybrid will continue to form
a major part of the transitional mix and
that hydrogen will also have a role to
play. The ‘e-volution’ is an exciting
development within our industry and
we are fully embracing the changes
that it’s bringing. Consequently, we’re
looking at a wide range of related
topics and opportunities, such as the
evolving nature of aftersales, re-skilling
our employees and developing
software that meets the needs of
EV-led mobility.
Climate change presents a number
of potential risks, as well as
opportunities, which are monitored
alongside changes in the developing
powertrain mix. Some of the factors
we consider include the varying pace
of EV adoption and infrastructure
development across the markets in
which we operate; the impact on
aftersales of EVs becoming dominant
in the market; and the evolution
of energy sourcing as we transition
to a significantly greater reliance
on renewables. You can read more
about this in our Task Force on
Climate-related Financial Disclosures
(“TCFD”) statement on pages 40-44.
RESPONSIBLE BUSINESS
We have made responsibility a
fundamental part of our Accelerate
strategy, underpinning our purpose
of bringing mobility to the world’s
communities – for today, for
tomorrow and for the better.
During 2021, we developed our
Responsible Business plan, called
‘Driving What Matters’, which focuses
on our ‘4Ps’ of responsible business –
Planet, People, Places and Practices.
Collectively, these topics reach into
those areas of our operations where
we can make a positive difference
for our stakeholders.
I believe what we are doing through
‘Driving What Matters’ will help create
a stronger Inchcape, supporting
sustainable growth and performance
in the future. You can read more
about our Responsible Business plan
on pages 33-38.
We have also developed a new set
of values for the Group as we seek
to deliver great experiences through
fresh thinking and working better
together. You can read more about
this on page 74.
OUR PEOPLE
I would like to pay tribute to and
thank all our colleagues for their
contributions individually and as
teams in a year of great progress
and delivery.
Our people will play an essential role
in helping us achieve the goals we’ve
set out in our Accelerate strategy.
Given the extent of the challenges
and opportunities presented by
our evolving sector, we have been
evaluating the capabilities our
people will need both now and
in the future. We have identified
data leadership as a crucial
capability, alongside our intent
to develop our workforce so it can
support our globally connected
distribution platform.
I would also like to thank my
colleagues on the Executive team for
their leadership and teamwork during
the last year. As we moved forwards
with the launch of Accelerate we
made some changes to the team,
bringing George Ashford into the
centre as Chief Transformation Officer.
With the departure of James Brearley
at the end of the year, George has
also taken temporary leadership of
the UK business. Ruslan Kinebas
succeeded George as CEO of APAC,
our most profitable region, and we
were delighted to welcome Romeo
Lacerda to lead Americas & Africa.
LOOKING AHEAD
The Group’s strong performance
in 2021 was supported by robust
consumer demand and high vehicle
gross margins (particularly in Retail),
largely due to vehicle supply
shortages. Looking ahead, our 2022
performance to date has seen
a continuation of the trends
experienced last year, although there
is ongoing uncertainty relating to
vehicle supply and the impact of
the pandemic. We expect the Group
to continue to make good progress
with its strategic priorities in 2022. The
strength of our business model and
financial position means Inchcape
is well placed to continue to grow
profits and generate cash, and we
are confident in the medium-term
outlook set out at the Capital Markets
Day in November:
• Distribution Excellence: mid-to-high
single digit profit CAGR plus M&A
• Vehicle Lifecycle Services: >£50m
of incremental profit
DUNCAN TAIT
GROUP CEO
10
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
OUR GROUP
EXECUTIVE TEAM
The Executive leadership is a global team of business leaders that combines a strong focus
on operational excellence with a wealth of experience in automotive and a wide range
of other industries, including FMCG, management services, utilities and finance. The Group
Executive Team (GET) drives the strategic vision and operational direction of the Company
on behalf of the Board.
DUNCAN TAIT
GROUP CHIEF EXECUTIVE
GIJSBERT DE ZOETEN
CHIEF FINANCIAL OFFICER
GEORGE ASHFORD
CHIEF TRANSFORMATION OFFICER
CEO UK (INTERIM)
MIKE BOWERS
GROUP GENERAL COUNSEL
HELEN CUNNINGHAM
CHIEF HUMAN RESOURCES OFFICER
RUSLAN KINEBAS
CEO APAC
MARK DEARNLEY
CHIEF DIGITAL OFFICER
GLAFKOS PERSIANIS
CEO EUROPE
ROMEO LACERDA
CEO AMERICAS & AFRICA
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
11
GOVERNANCEFINANCIAL STATEMENTSSTRATEGIC REPORT
FACING INTO THE FUTURE
EMBRACING CHANGES
TO OUR INDUSTRY
CHANGING AUTOMOTIVE
INDUSTRY
CHANGING CONSUMER
DYNAMICS
FOCUS ON
ENVIRONMENT
& SOCIETY
OEM AMBITIONS
Partners are expected to align with
long-term vision, including ESG goals.
RETAIL TRENDS
Expectations for a personalised
digitally integrated experience.
EMISSIONS
Low emission vehicles and corporate
greenhouse gas reductions expected
CASE TRENDS
Growing BEV/PHEV market supported
by regulation: rise of mobility as a
service
CONSUMER INSIGHT
Being smart with data and analytics
to create advantage
CIRCULAR ECONOMY
Resource scarcity and waste
prevention front of mind
ROUTE TO MARKET
Helping OEMs get even closer
to customers.
CONSUMER HABITS
Catering to different vehicle
ownership models.
EMPLOYEE EXPECTATIONS
Young workforce looking for
purpose-driven employers.
We provide OEMs with a solution
in lower volume and high growth
potential emerging markets
Our digital and data capabilities are
focused on the consumer experience
We are a forward-thinking
purpose-driven employer
We collaborate with OEMs to
help them reach their goals
Our expertise supports customers
throughout the buying journey and
their ownership lifecycle
We take our environmental
responsibilities seriously across
our markets
12
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
DIGITAL
EXPERIENCE
PLATFORM
OMNI-CHANNEL
Providing consumers with a fully
functioning digital showroom
Built on a platform with the ability
to scale, quickly, to new markets
DATA
ANALYTICS
PLATFORM
DATA ANALYTICS
Central capability to drive better
decisions across the Group
Capturing significant data for better
customer and vehicle lifecycle
management
Across almost every sector,
automotive retail trends and customer
dynamics are changing with more
of the experience people demand
being driven online – now between
85-95% of all automotive customer
journeys have a digital starting point.
The Digital Experience Platform,
or DXP, is Inchcape’s proprietary
omni-channel customer and dealer
platform, providing access to our
full range of configurable products
and services, from first search and
comparison through to aftersales
care. It enables any combination
of digital, in-person or blended
interactions from fully online purchase
with contactless delivery to combining
online reservation with test drives and
pickup in-store. This delivers a truly
omni-channel experience for both
our customers and our dealer staff.
The power of the platform lies in
connecting our people’s expertise,
the retail networks and our customers
with our Data Analytics Platform (see
below) and partnership with software
providers such as Salesforce, Google
and SAP. The platform collects data
from every type of customer
The automotive industry is
transforming rapidly and data
analytics has the opportunity to
deliver significant competitive
advantage. The enabler Data &
Digital is at the heart of Inchcape’s
Accelerate strategy, and we will use
analytics to improve every part of
our value chain from Vehicle Sales,
to Aftersales, to marketing and
operations.
Since we began work on the strategy,
we have developed a range of
predictive machine-learning
algorithms including:
• Lead scoring
• Demand forecasting
• Parts pricing
• Churn prediction and
• Sales promotion assessment
All these align with our growth drivers
of Distribution Excellence and VLS.
These use-cases have enabled us to
unlock the value of our data helping
us to drive up customer experience
and commercial performance.
Analytics allows us to gain greater
insight into all areas of our business.
It translates data into intelligence
that fuels our decision-making,
providing us not only with operational
improvements but also putting
Inchcape at a competitive
advantage.
interaction both on– and offline,
with which we then use predictive
modelling to analyse customer
behaviours. This supports both our
dealer networks and, crucially, our
OEM partners by delivering a customer
experience that anticipates their
needs and exceeds their expectations.
DXP is globally scalable – a factor
that is critical to its success. It can
be tailored to any market and OEM
partner, and can be deployed in
multiple languages and currencies.
The approach to roll-out has been
to ensure we develop the optimum
solution for each OEM, working closely
with them to make sure we have
the right brand experience for each
partner prior to implementing in
market. Since the start of 2021 we
have rapidly deployed DXP, building
from one market and OEM at the start
of the year (with Subaru in Australia,
where we developed the platform)
to our position by December: live
in 27 markets with 11 OEM partners.
The roll-out will continue in 2022 as
we bring more markets and OEMs
onto the platform.
We have now developed a globally
integrated data repository that feeds
DAP/DXP and other enterprise-level
initiatives, such as customer
experience dashboards and
regulatory compliance reporting.
This future-proofed data
management strategy has helped
us move away from legacy systems
with fragmented, local databases
that come with deployment and
scalability challenges. Thanks to
Inchcape’s DAP/DXP platforms both
distribution and customer experiences
are being reimagined to boost
experience and performance.
Inchcape has also developed new
ways of reaching customers and
for them to access services through
online/offline/hybrid channels.
Fusing digital, data and analytics,
the Company has improved its
decision-making abilities to offer
more digitalised and personalised
customer journeys. In fact, each
customer interaction is contextual
to each market because they are
all based on data-driven insights.
Inchcape’s digital empowerment has
also driven more customer traffic to
websites. With every visit we are able
to track and analyse the data so that
leads can be converted. It also helps
us increase aftersales value, improve
customer retention, and improve
their potential to purchase again.
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
13
GOVERNANCEFINANCIAL STATEMENTSSTRATEGIC REPORT
ACQUISITION PROGRESS
ACCELERATED GROWTH
THROUGH ACQUISITION
Inchcape’s focus on building and maintaining close and long-standing
OEM partnerships provides the foundation for our ability to execute
strategic and accretive inorganic growth through acquisition.
The Group is a proven consolidator in
a fragmented marketplace, which we
have accelerated since embarking
on a new strategy of expansion in
2016. In that time we have focused on
the development of a ‘plug and play’
distribution platform which has
resulted both in scale acquisitions
and important bolt-on deals, adding
new OEM partnerships, markets and
significant revenue to the business.
Our ambition is for Inchcape to
become the undisputed number
one distribution partner of choice
for automotive manufacturers, many
of which are looking for consolidation
in their partnerships. Key factors in
achieving this objective include: our
track record of successful integration;
investment in technology and digital
capabilities that can be deployed
at scale; our people’s capabilities
and approach to retaining key
management; and the firepower
we have available to execute deals
through a strong balance sheet
and disciplined approach to
capital allocation.
A NUMBER OF EXCITING DISTRIBUTION WINS IN 2021
OEMs
Markets
Geely
Chrysler
Kohler
Guatemala
Indonesia
Barbados +
New
Existing
Suzuki
Mercedes-Benz
Chile
Guam +
Jaguar
Land Rover
Subaru
Freightliner
(+) Centres of distribution operation serving broad local geography
Revenue
+£200m
OUR M&A FRAMEWORK:
Strategic
• Additive to existing brand footprint
• Broadens geographic reach
• Enhanced by Inchcape’s
distribution platform
Financial
• Focus on markets with higher
growth prospects
• Take a considered approach
to valuing targets
• ROIC > project WACC targeted
in years 2-4
Organisational
• Focus on retaining and nurturing
talent
• New ‘Responsible Business’
programme
• Opportunity to professionalise
processes
DISTRIBUTION DEALS HAVE ACCELERATED OVER THE PAST 5 YEARS
2010
2016
2017
2018
2019
2020
2021
Today
Number of deals
Revenue added
0
-
2
2
3
3
5
5
c.£400m c.£100m c.£250m c.£150m c.£200m c.£200m
14
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
TOYOTA MOTOR
CORPORATION (TMC)
Our partnership with Toyota is the longest in our portfolio,
with 54 years of representation as a distributor in
geographies that reach from South East Asia to East Africa
and from Europe to the Americas. Our partnership with
TMC includes all variations of our business model –
distribution with exclusive retail, such as in Hong Kong
and Singapore; distribution with a managed retail network,
such as Greece; and retail only, such as our operations
in the UK. The partnership extends to both passenger and
commercial vehicles, a segment that we have expanded
more recently in South America.
LOCATIONS
DISTRIBUTION
Belgium, Brunei, Bulgaria,
Djibouti, Ethiopia, Greece,
Guam, Hong Kong,
Luxembourg, Macau, North
Macedonia, Saipan, Romania,
Singapore, Chile & Colombia
(Hino only)
RETAIL
Russia, UK
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
15
FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORTSTRATEGIC REPORT
STAKEHOLDER ENGAGEMENT
FORGING STRONG
RELATIONSHIPS
STAKEHOLDER
ORIGINAL EQUIPMENT
MANUFACTURERS (OEMS)
CUSTOMERS
EMPLOYEES
SHAREHOLDERS
COMMUNITIES
HOW WE
CREATE VALUE
INTERESTS
We provide our OEM brand partners
with professional and efficient routes
to market for the post-factory
automotive chain
We provide access to automotive
ownership and support services
throughout the customer journey and
aim to deliver the best experiences
for customers in our industry globally
• Strategy
• Long-term commercial sustainability
and business viability
• Trusted partnerships
• Health and safety
• Environment, Social, Governance
(ESG)
• Access to vehicle products and
services
• World renowned automotive brands
• Specialist product and service
knowledge
• Customer service
• Aftersales
• Safe facilities
• Tailored experiences, both on-
and offline
• Business viability (for long-term
contracts, e.g. fleet management]
HOW WE ENGAGE
Management
Management
• Regular top to top executive
management meetings
• Market level operational meetings
• Pan-market brand development
Board
• Daily reporting of customer feedback
• Launch of new Codes of Conduct
• Regular dialogue with institutional
• Market-specific activity co-ordinated
on reputation.com
• Analysis of Salesforce customer
journey management platform
• Ongoing surveys at market level
• Brand partner deep dive review
Board
annually
• Presentations from OEM management
at Strategy Day
• Update on the customer satisfaction
analytics from reputation.com at
each meeting
OUTCOMES
AND PROGRESS
• Entered into a new global strategic
partnership with Geely Auto, one
of China’s leading vehicle
manufacturers
• Contracts agreed with new OEM
partners
• New distribution contracts including
the Caribbean focused on Barbados,
and Pacific island groups focused
on Guam.
16
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
• Customer omni-channel platform
rolled out to 27 markets with 11 OEMs
• Reputation.com: Total reviews in 2021:
81,362 up 89% on 2020. Average rating
was 4.7/5 up from 4.6/5 in 2020.
• Colleague communications
• During the year a mixture of virtual
• Around 14,500 people employed in
frequency and content enhanced
to drive better engagement during
period of extreme challenge for
individuals
and physical meetings were held
over 40 countries and geographies
with both potential shareholders and
• Strong levels of local community
existing shareholders, representing
63% of issued share capital
involvement reinforced during
pandemic with support initiatives
• Reviewed Colleague Experience
• Votes received from shareholders
Survey outputs for themes and insights
representing 92% of share capital
• Launched Employee Assistance
Programme to promote health
• Leadership communications
framework established to improve
top-down visibility, including
at the 2021 AGM
• In November the Group hosted a
Capital Markets Day with over 150
attendees (with both physical and
virtual attendance). A full replay of the
management townhalls and regular
event is available on the plc website
videos from Group CEO
We aim to enable every colleague
to achieve their personal goals at
Our objective is to deliver outstanding
We have a balanced approach to
returns on long-term investment based
engagement with the communities
each stage of the employee journey;
on a sustainable platform for growth,
in which we operate, empowering
to recognise and develop talent; and
disciplined approach to capital
ownership at local level with structural
to foster a socially conscious culture
allocation and cash returns through
support from Group
based on inclusion, empowerment and
dividends and share buyback
optimised potential through learning
• Reward, training and development,
• Strategy
• Local employment
diversity and inclusion
• Long-term commercial sustainability
• Health and safety, including local
• Strong approach to health and safety
and business viability
environmental concerns e.g. waste
– duty of care
• Strategy
• Company purpose and values
disposal
• Capital allocation
• Support of local communities
• Company purpose and values
• Financial returns and strength
• Responsible approach to local law
• Long-term commercial sustainability
of balance sheet
and regulations
• Security of employment stemming
• Investment in responsible business
from business viability
• Responsible employer
Management
• Employee Engagement Survey
• One Inchcape Performance
Management Framework
• Employee intranet
• Culture and Reward Forums
Board
Management
investors
• Webcasts
• Capital Markets Day
Board
• AGM
Management
at local level
communities
Board
• Annual Report and plc website
events affecting our market
• Group-level support for extraordinary
• Employee engagement surveys
• Capital Markets Day
and action plans
• Chairman’s periodic one-to-one
from CEOs
• Designated non-executive director
meetings
• Annual Board visit
• Updates on community activities
included in regional market updates
STAKEHOLDER
ORIGINAL EQUIPMENT
MANUFACTURERS (OEMS)
CUSTOMERS
EMPLOYEES
SHAREHOLDERS
COMMUNITIES
Inchcape’s success is dependent on the continued trust and support of all its stakeholders;
strong relationships that allow us to work with our key stakeholders are therefore fundamental
to the long-term success of the Group.
READ MORE by visiting www.inchcape.com
We aim to enable every colleague
to achieve their personal goals at
each stage of the employee journey;
to recognise and develop talent; and
to foster a socially conscious culture
based on inclusion, empowerment and
optimised potential through learning
Our objective is to deliver outstanding
returns on long-term investment based
on a sustainable platform for growth,
disciplined approach to capital
allocation and cash returns through
dividends and share buyback
We have a balanced approach to
engagement with the communities
in which we operate, empowering
ownership at local level with structural
support from Group
• Reward, training and development,
diversity and inclusion
• Strategy
• Long-term commercial sustainability
• Strong approach to health and safety
and business viability
– duty of care
• Strategy
• Company purpose and values
• Long-term commercial sustainability
• Security of employment stemming
• Company purpose and values
• Capital allocation
• Financial returns and strength
of balance sheet
• Investment in responsible business
• Local employment
• Health and safety, including local
environmental concerns e.g. waste
disposal
• Support of local communities
• Responsible approach to local law
and regulations
from business viability
• Responsible employer
HOW WE ENGAGE
Management
Management
Management
Management
Management
• Launch of new Codes of Conduct
• Employee Engagement Survey
• One Inchcape Performance
Management Framework
• Employee intranet
• Culture and Reward Forums
Board
• Employee engagement surveys
and action plans
• Designated non-executive director
• Annual Board visit
• Colleague communications
frequency and content enhanced
to drive better engagement during
period of extreme challenge for
individuals
• Reviewed Colleague Experience
Survey outputs for themes and insights
• Launched Employee Assistance
Programme to promote health
• Leadership communications
framework established to improve
top-down visibility, including
management townhalls and regular
videos from Group CEO
• Regular dialogue with institutional
• Market-specific activity co-ordinated
investors
• Webcasts
• Annual Report and plc website
• Capital Markets Day
at local level
• Group-level support for extraordinary
events affecting our market
communities
Board
Board
• AGM
• Capital Markets Day
• Chairman’s periodic one-to-one
meetings
• Updates on community activities
included in regional market updates
from CEOs
• Around 14,500 people employed in
over 40 countries and geographies
• Strong levels of local community
involvement reinforced during
pandemic with support initiatives
• During the year a mixture of virtual
and physical meetings were held
with both potential shareholders and
existing shareholders, representing
63% of issued share capital
• Votes received from shareholders
representing 92% of share capital
at the 2021 AGM
• In November the Group hosted a
Capital Markets Day with over 150
attendees (with both physical and
virtual attendance). A full replay of the
event is available on the plc website
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
17
HOW WE
CREATE VALUE
We provide our OEM brand partners
with professional and efficient routes
to market for the post-factory
automotive chain
We provide access to automotive
ownership and support services
throughout the customer journey and
aim to deliver the best experiences
for customers in our industry globally
INTERESTS
• Strategy
• Access to vehicle products and
• Long-term commercial sustainability
services
and business viability
• Trusted partnerships
• Health and safety
(ESG)
• Environment, Social, Governance
• Customer service
• World renowned automotive brands
• Specialist product and service
knowledge
• Aftersales
• Safe facilities
and offline
• Tailored experiences, both on-
• Business viability (for long-term
contracts, e.g. fleet management]
• Regular top to top executive
management meetings
• Daily reporting of customer feedback
on reputation.com
• Market level operational meetings
• Analysis of Salesforce customer
• Pan-market brand development
journey management platform
• Ongoing surveys at market level
Board
annually
• Brand partner deep dive review
Board
• Presentations from OEM management
analytics from reputation.com at
at Strategy Day
each meeting
• Update on the customer satisfaction
OUTCOMES
AND PROGRESS
• Entered into a new global strategic
• Customer omni-channel platform
partnership with Geely Auto, one
rolled out to 27 markets with 11 OEMs
of China’s leading vehicle
manufacturers
• Reputation.com: Total reviews in 2021:
81,362 up 89% on 2020. Average rating
• Contracts agreed with new OEM
was 4.7/5 up from 4.6/5 in 2020.
partners
• New distribution contracts including
the Caribbean focused on Barbados,
and Pacific island groups focused
on Guam.
GOVERNANCEFINANCIAL STATEMENTSSTRATEGIC REPORT
STAKEHOLDER ENGAGEMENT CONTINUED
S172 STATEMENT
The Directors have exercised their duties under the Companies Act 2006
throughout the year, including under Section 172, the duty to promote the
success of the Company while having regard for the factors under Sections
172(1)(a) to (f). These and other factors are taken into consideration by the
Directors when making decisions in their role as the Board of Inchcape plc.
CONSEQUENCES OF LONG-TERM DECISIONS
Many of the decisions the Board make today will affect
the success of the Group in the longer term, the most
significant of which is the Group’s strategy. Agreeing and
implementing the strategic direction means considering
how the Group will need to evolve in order to achieve
its purpose of bringing mobility to the world’s
communities – for today, for tomorrow and for the
better. By setting purpose and strategy, the Board can
ensure all outcomes are aligned with the Group’s culture.
Decisions made during the year with a long-term impact
include the transition to digital, expansion into new and
adjacent Vehicle Lifecycle Services and acquisitions of
new businesses. Please see pages 4 and 5 and pages
12 to 15 for further information.
When making these decisions the Board considers what
value will be created for shareholders, if the appropriate
resources are available, how current and future
employees will be impacted and what impacts these
decisions will have on communities and the environment
in which Inchcape operates. Consideration is also given
to the ‘what ifs’ as long-term decisions, by their nature,
contain a degree of uncertainty about what may
happen in the future. The management team provides
detailed analysis to the Board to aid in the decision-
making process via performance reporting, industry and
economic trends data, OEM ambitions, forecasting and
scenario planning. The Board also takes into account
global mega-trends and CASE (connected, autonomous,
shared, electric) trends when making decisions.
INTERESTS OF EMPLOYEES AND FOSTERING BUSINESS
RELATIONSHIPS
Due to the changing nature of the industry and the
evolution of strategy over the longer term the Board has
regard to the interests of employees to make sure they
have the training, skills and support to enable them to
deliver the Accelerate Strategy. The People pillar of the
plan is focusing on diversity and inclusion, safety and
wellbeing, and skills and talent, to future-proof our
people skills. Further information on engagements with
employees, and the outcomes, are given throughout
this report.
Our OEM relationships are of paramount importance
and the length of these relationships is testament to their
strength. The OEMs with which we partner are some of
the most foremost drivers of technological innovation
in the automotive industry, from advances in hybrid and
battery electric drivetrains to future mobility. All these
elements are taken into consideration by the Board when
considering acquisitions and new partnerships as they
will be fundamental to achieve the Group’s purpose.
The Digital Analytics Platform has enabled new ways
of reaching out to customers and the feedback
obtained from them allows us to continually improve
the customer journey.
IMPACT OF COMMUNITIES AND THE ENVIRONMENT
We developed the Driving What Matters plan (the Plan)
during 2021, as detailed on page 33. Two of its pillars,
Places and Planet, will assess the impact of the Group’s
operations on the community and the environment.
The Responsible Business framework was designed
collaboratively, and is owned and delivered by our
colleagues around the Group. Their input has shaped
the way we approach responsibility and set
out what responsible business means for Inchcape.
The CSR Committee, and the Board, will regularly review
progress against targets as the Plan matures alongside
monitoring the Group’s corporate responsibility,
sustainability and stakeholder engagement activities.
Please see page 85 for details of how responsible
business will be built into the remuneration structure.
The Board’s risk management procedures identify
the potential consequences of decisions in the short,
medium and long term so that mitigation plans can
be put in place to prevent, reduce or eliminate risks
to the business and wider stakeholders. Please see
pages 48 to 56 for further details.
HIGH STANDARDS OF BUSINESS CONDUCT
It is important to the Board to maintain a reputation for
high standards of business conduct. During 2021, the
Board approved the employee Code of Conduct which
sets out the ethical behaviours expected of all who work
for Inchcape. We also rolled out a new Supplier Code of
Conduct in 2021. This sets out the behaviours we expect
from our suppliers which, combined with our Policy
Statements on anti-bribery and corruption and modern
slavery, provide a strong governance framework in which
to do business. Both Codes of Conduct are available
at www.inchcape.com.
SHAREHOLDERS
We held a Capital Markets Day in November 2021, giving
investors the opportunity to learn about the Accelerate
strategy in detail and to give their views on financial
and operational performance and future prospects.
All shareholders are invited to attend the Annual General
Meeting and have the opportunity to speak or ask
questions to the Board members.
Please see pages 16 and 17 for further information
on stakeholder engagement.
18
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
JAGUAR LAND ROVER
Inchcape and Jaguar Land Rover’s partnership is one
of long standing, reaching back over 50 years in total.
We have continued our JLR growth story right up to the
present day, with distribution contracts awarded for
Thailand, Colombia, Kenya and Poland in recent years,
with the addition of Indonesia in 2021. We now represent
Jaguar and Land Rover as either a distributor or retailer
in 13 markets on four continents.
LOCATIONS
DISTRIBUTION
Colombia, Estonia, Finland,
Hong Kong, Indonesia, Latvia,
Lithuania, Kenya, Macau,
Poland, Thailand
RETAIL
Russia, UK
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
19
FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORTSTRATEGIC REPORT
KEY PERFORMANCE INDICATORS
MEASURING PROGRESS
KPI
REVENUE
OPERATING MARGIN2
PROFIT BEFORE TAX AND
FREE CASH FLOW2
RETURN ON CAPITAL
£7.6bn
2020: £6.8bn
4.3%
2020: 2.4%
2017
2018
2019
2020
2021
£9.0bn
£9.3bn
£9.4bn
£6.8bn
£7.6bn
2017
2018
2019
2020
2021
4.5%1
4.3%
4.0%
4.3% [XX]
2.4%
DEFINITION
Consideration receivable from
the sale of goods and services.
It is stated net of rebates and any
discounts, and excludes sales
related taxes.
Operating profit (before
exceptional items) divided by sales.
WHY WE MEASURE
Top-line growth is a key financial
measure of success.
2021 PERFORMANCE
The Group has delivered £7.6bn, up
21% organically (excluding currency
effects and net M&A) and up 12%
reported versus prior year. This has
been driven by volume recovery
and strong pricing. On a
comparable basis (adjusted for
currency and net M&A), Group
revenue was 3% below 2019.
A key metric of operational
efficiency, ensuring we are
leveraging our scale to translate
sales growth into profit.
Operating margin is 4.3%, up
190bps versus 2020. This is owing to
a combination of higher vehicle
gross margins, driven largely by the
combination of robust consumer
demand and supply shortages, and
the benefits of our cost-restructuring
programme.
EXCEPTIONAL ITEMS2
£296m
2020: £128m
2017
2018
2019
2020
2021
£382m1
£351m
£326m
£128m
£296m
£289m
2020: £177m
2017
2018
2019
2020
2021
£314m1
£279m
£213m
£177m
£289m
EMPLOYED2
30%
2020: 12%
2017
2018
2019
2020
2021
22%
22%
12%
30%1
30%
Represents the profit made after
operating and interest expense
excluding the impact of
exceptional items and before
tax is charged.
Net cash flows from operating
activities, before exceptional cash
flows, less net capital expenditure
and dividends paid to non-
controlling interests.
Operating profit (before
exceptional items) divided by the
average of opening and closing
capital employed where capital
employed is defined as net assets
add net debt/less net funds.
A key driver of delivering
sustainable growth and growing
earnings to shareholders.
A key driver of the Group’s ability to
fund inorganic growth and to make
distributions to shareholders.
ROCE is a measure of the Group’s
ability to drive better returns for
investors on the capital we invest.
In 2021 this increased 131% to
£296m, reflecting the strong
improvement in revenue and
operating profit.
The Group delivered free cash flow
(FCF) of £289m, an increase of 63%
on 2020 and representing a
conversion of operating profit of
88%, exceeding the long-term
average of 60-70%.
ROCE for the period was 30%,
compared to 12% for the equivalent
period last year. This increase was
primarily driven by the recovery
in Group profits.
1. 2017 is not comparable due to adoption of
IFRS 16 with effect from 1 January 2018.
2. Alternative performance measure, see page 186.
20
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
Key performance indicators (KPIs) provide insight into how the Board and Group Executive
Team monitor the Group’s strategic and financial performance, as well as directly linking
to the key measures for Executive remuneration. KPIs are stated in actual rates of exchange
and page 186 provides definitions of KPIs and other alternative performance measures.
KPI
REVENUE
OPERATING MARGIN2
£7.6bn
2020: £6.8bn
4.3%
2020: 2.4%
2017
2018
2019
2020
2021
£9.0bn
£9.3bn
£9.4bn
£6.8bn
£7.6bn
2017
2018
2019
2020
2021
4.5%1
4.3%
4.0%
4.3% [XX]
2.4%
PROFIT BEFORE TAX AND
EXCEPTIONAL ITEMS2
£296m
2020: £128m
FREE CASH FLOW2
RETURN ON CAPITAL
EMPLOYED2
£289m
2020: £177m
30%
2020: 12%
2017
2018
2019
2020
2021
£382m1
£351m
£326m
£128m
£296m
2017
2018
2019
2020
2021
£314m1
£279m
£213m
£177m
£289m
2017
2018
2019
2020
2021
22%
22%
12%
30%1
30%
DEFINITION
Operating profit (before
exceptional items) divided by sales.
Consideration receivable from
the sale of goods and services.
It is stated net of rebates and any
discounts, and excludes sales
related taxes.
Represents the profit made after
operating and interest expense
excluding the impact of
exceptional items and before
tax is charged.
Net cash flows from operating
activities, before exceptional cash
flows, less net capital expenditure
and dividends paid to non-
controlling interests.
Operating profit (before
exceptional items) divided by the
average of opening and closing
capital employed where capital
employed is defined as net assets
add net debt/less net funds.
WHY WE MEASURE
Top-line growth is a key financial
measure of success.
A key driver of delivering
sustainable growth and growing
earnings to shareholders.
A key driver of the Group’s ability to
fund inorganic growth and to make
distributions to shareholders.
ROCE is a measure of the Group’s
ability to drive better returns for
investors on the capital we invest.
In 2021 this increased 131% to
£296m, reflecting the strong
improvement in revenue and
operating profit.
The Group delivered free cash flow
(FCF) of £289m, an increase of 63%
on 2020 and representing a
conversion of operating profit of
88%, exceeding the long-term
average of 60-70%.
ROCE for the period was 30%,
compared to 12% for the equivalent
period last year. This increase was
primarily driven by the recovery
in Group profits.
2021 PERFORMANCE
The Group has delivered £7.6bn, up
21% organically (excluding currency
effects and net M&A) and up 12%
reported versus prior year. This has
been driven by volume recovery
and strong pricing. On a
comparable basis (adjusted for
currency and net M&A), Group
revenue was 3% below 2019.
A key metric of operational
efficiency, ensuring we are
leveraging our scale to translate
sales growth into profit.
Operating margin is 4.3%, up
190bps versus 2020. This is owing to
a combination of higher vehicle
gross margins, driven largely by the
combination of robust consumer
demand and supply shortages, and
the benefits of our cost-restructuring
programme.
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
21
GOVERNANCEFINANCIAL STATEMENTSSTRATEGIC REPORT
INVESTMENT CASE
SUSTAINABLE GROWTH
AND RETURNS
We have set ambitious targets to grow our business, responsibly,
seeking to create significant value for all of our stakeholders.
INVESTMENT PROPOSITION:
DELIVERING SUSTAINABLE GROWTH AND CASH RETURNS
CONSOLIDATION
OPPORTUNITIES
We are a leader with a c.1%
share of global distribution
Market consolidation
expected to accelerate
MARGIN
EXPANSION
Leverage our global scale
to improve profitability
Actively pursuing higher
margin activities
ATTRACTIVE
SHAREHOLDER RETURNS
Dividend payout: 40%
Track record of share
buybacks
STRONG
ORGANIC GROWTH
Exposure to high-growth
markets
History of market
outperformance
MEDIUM TERM
FINANCIAL OUTLOOK1
Distribution Excellence:
Mid-to-high single digit profit CAGR plus M&A
Vehicle Lifecycle Services:
>£50m incremental profit contribution2
1. based on constant exchange rates as at Nov-21 (>90% profits derived outside of the UK).
2. per annum, within five years.
INCHCAPE IS THE GLOBAL LEADER, WITH AN AMBITION TO BE BOTH BETTER AND BIGGER
THE LEADING AUTOMOTIVE
DISTRIBUTOR IN A HIGHLY
FRAGMENTED GLOBAL
MARKET
• Presence across >40 markets;
covering six continents
EXPANDING THE REACH
OF OUR PLUG-AND-PLAY
GLOBAL DISTRIBUTION
PLATFORM
• Well invested operating model
a catalyst for further expansion
OUR DIGITAL AND
DATA CAPABILITY IS A
SIGNIFICANT COMPETITIVE
ADVANTAGE
• Created a leading digital
and analytical platform
• We are the leader with c.1% share
of the global distribution market
• Market consolidation is expected
to accelerate
• Existing portfolio of >40 OEM
• Global scale, and internal
brands; continuing to add new
partners
• Constantly sharing expertise
across the Group
capability a key differentiator
• Our technological progress
is impressing OEM brands
22
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
In addition to our growth ambitions, the business is asset-light with a long history of
disciplined capital allocation and delivering highly attractive returns to shareholders.
CAPITAL ALLOCATION POLICY:
HIGHLY ATTRACTIVE AND DISCIPLINED
01
INVEST IN THE
BUSINESS
Capex for organic
growth and
technological
investment
02
DIVIDENDS
Policy: 40% annual
payout of basic
adjusted EPS (pre
exceptionals)
03
VALUE
ACCRETIVE M&A
Disciplined
approach to
valuation
04
SHARE
BUYBACKS
Consider
appropriateness of
share buybacks
£400m capex spend
(<1% of sales)
£470m of dividends
£620m of distribution
acquisitions
£370m of share
buybacks
Cumulative
2016 to 2021
STRONG BALANCE SHEET NET DEBT TO EBITDA OF MAX 1x (PRE IFRS16)
UNIQUELY POSITIONED
TO CAPTURE MORE OF A
VEHICLE’S LIFETIME VALUE
• Higher margin activities; accounts
for 75% of the profit-pool of a
vehicle’s life
• Currently significantly underserved
by Inchcape
• Clear opportunity to leverage
our existing footprint
GROWTH AMBITION
UNDERPINNED BY
OUR ESG STRATEGY:
RESPONSIBLE BUSINESS
• Responsible Business integral
to our Accelerate strategy
DELIVER VALUE THROUGH
ORGANIC GROWTH,
CONSOLIDATION AND
CASH RETURNS
• Distribution markets have higher
growth prospects than average
• Established priority areas: Planet,
• Leveraging our global scale
People, Places, Practices
to improve profitability
• Due consideration for all
stakeholders
• Highly attractive returns (c.25%
ROCE) and capital allocation
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
23
GOVERNANCEFINANCIAL STATEMENTSSTRATEGIC REPORT
OPERATING AND FINANCIAL REVIEW
GIJSBERT
DE ZOETEN
CHIEF FINANCIAL
OFFICER
WELL
PLACED FOR
OPPORTUNITIES
AHEAD
I am pleased to present our Operating and
Financial Review for 2021, a year in which
the Group has made substantial strategic
and operational progress.
Our teams’ relentless focus on strong execution
in all our markets drove a rebound of all our
key financial metrics. Of particular note was
the delivery of another year of excellent
cash flow generation.
24
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
The Group’s performance in 2021 was
excellent, amid continuing challenges
caused by the pandemic and supply
constraints across the globe. All our
regions saw an improvement in both
top line and profitability, with strong
demand for vehicles and aftersales
services, following the significant
disruption caused by Covid-19 in 2020.
It is a testament to the resilience of our
diverse business, and all our people,
that we successfully navigated
another year of uncertainty. Our
teams worked collaboratively, across
borders, to ensure we were making
the best possible business decisions.
Group revenue was supported by
strong consumer demand for both
new and used vehicles, and reduced
discounting as supply was tight,
particularly in the second half.
This favourable pricing dynamic
contributed to the strong profitability
out-turn, with the Group’s gross
margin at unprecedented levels.
At the start of the year we successfully
concluded our cost-restructuring
programme, which targeted a £90m
reduction of overheads. We are still
confident of retaining at least half
of these savings as volumes return
to pre-pandemic levels.
Our continued focus on cash
management drove another
excellent year of cash flow
generation, highlighting the cash
generative nature of the business
model. Over the course of the past
12 months we have added a number
of new distribution businesses to our
portfolio, and have a healthy pipeline
of opportunities. In line with our
capital allocation policy, this enabled
us to launch a £100m share buyback
programme in the middle of the year,
which is now complete.
With the Group’s net cash position
further improved, in addition to a
full-year dividend of 22.5p (final: 16.1p),
we have launched another £100m
share buyback programme to be
completed over the next 12 months.
During 2021, the Group launched
its new growth strategy, Accelerate,
which continues to put distribution
at the core of our business, and
extends our ambition to capture
more of a vehicle’s lifetime value.
We are embarking on this exciting
growth journey, while maintaining
our disciplined approach to capital
allocation, and as such remain
focused on delivering long-term
benefits to all of our stakeholders.
GIJSBERT DE ZOETEN
CHIEF FINANCIAL OFFICER
// It is a testament to
the resilience of our
diverse business, and
all our people, that we
successfully navigated
another year of
uncertainty.
I
F
N
A
N
C
A
L
I
KEY PERFORMANCE INDICATORS
Our results are stated at actual rates of exchange. However, to enhance comparability we also present year-on-year
changes in sales and operating profit in constant currency, thereby isolating the impact of translational exchange
rate effects. Unless otherwise stated, changes are expressed in constant currency and figures are stated before
exceptional items.
S
T
A
T
E
M
E
N
T
S
Key financials
Revenue
Operating profit (pre-exceptionals)1
Operating margin1
Profit before tax (pre-exceptionals)1
Basic EPS (pre-exceptionals)1
Dividend per share
Free cash flow1
Statutory financials
Operating profit / (loss)
Profit / (loss) before tax
Basic EPS
2021
2020³
% change
reported
% change
constant FX1
% change
organic2
£7,640m
£328m
4.3%
£296m
56.2p
22.5p
£289m
£6,838m
£164m
+12%
+100%
+15%
+120%
2.4%
+190bps
+200bps
+21%
£128m
23.1p
6.9p
£177m
+131%
+143%
+226%
+63%
£227m
£195m
30.0p
£(93)m
£(130)m
(36.0)p
1. These measures are alternative performance measures, see page 186.
2. Organic growth is defined as sales growth in operations that have been open for at least a year at constant foreign exchange rates.
3. Restated, see note on page 185.
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
25
GOVERNANCESTRATEGIC REPORT
OPERATING AND FINANCIAL REVIEW CONTINUED
PERFORMANCE REVIEW
Our performance in the year was
strong, with our Group revenue almost
back to pre-pandemic levels on
a comparable basis. While the
pandemic continued to cause
disruption across the globe, the
impact on the Group was less
pronounced than in 2020, as we had
adapted our business operations to
better manage in this environment.
The widely reported global supply-
chain issues had a more pronounced
impact in the second half. The
demand for vehicles and aftersales
remained strong throughout the
period, which created a supply-
demand imbalance, and led to
higher gross margins and profitability.
Over the course of the year, the
Group generated revenue of £7.6bn,
operating profit pre-exceptionals of
£328m and free cash flow of £289m.
Group revenue of £7.6bn rose 12%
year-on-year reported and 15% in
constant currency. The growth rate
was dampened by the disposal of
several retail businesses (including
sites in St. Petersburg, Russia), which
further reduced our standalone retail
revenue exposure by c.£0.3bn. In
terms of M&A, over the past 12 months
we secured five new distribution
agreements across both the Americas
and Asia, gaining entry into three new
markets. As well as broadening our
geographic footprint, we secured our
first distribution relationships with
Geely (Chile), and Chrysler (Barbados
and Caribbean).
On an organic basis, excluding
currency effects and net M&A,
revenue increased by 21%. The growth
was broad-based across all regions,
driven by a combination of volume
recovery and strong pricing. In 2020,
pandemic-related restrictions were
most pronounced during the second
quarter, and weighed significantly on
our performance. On a comparable
basis (adjusting for currency and
portfolio changes), the Group’s
revenue in 2021 was 3% below 2019.
Daimler Guatemala and a
commercial vehicle business in Guam)
and dividend payments of £52m. We
launched a £100m share buyback
programme in July, of which c.£80m
was complete by the end of the year.
The Group closed the reporting
period in a net cash position of
£379m (excluding lease liabilities),
which compares to £266m at the
end of December 2020, and £435m
as at 30 June 2021.
On an IFRS 16 basis (including lease
liabilities), we ended the period with
net funds of £55m (December 2020:
net debt of £67m).
Return on capital employed over the
period was 30%, compared to 12%
for the equivalent period last year.
The increase was primarily driven
by the recovery in Group profits,
and supported by our portfolio shift
towards distribution and asset
impairments in 2020 triggered
by the pandemic.
FOURTH QUARTER 2021
Group revenue for the fourth quarter
was £1.8bn, down 4% reported. On
an organic basis revenue increased
5%, compared to a 10% increase
in Q3 – with the lower growth rate
primarily owing to the shortage
of vehicles globally, amid low
vehicle production levels.
In Distribution, revenue increased 8%
organically, following a 20% increase
in Q3. In addition to lapping a tough
comparator, during Q4 most regions
were impacted by vehicle supply
constraints, although aftersales
performance proved resilient.
In Retail, while revenue was flat
year-on-year on an organic basis (Q3:
fell 2%), the comparable period was
impacted by pandemic related
restrictions. The shortage of vehicle
availability (both new and used) had
a meaningful impact on topline
performance.
The Group delivered an operating
profit pre-exceptional items of £328m,
up 100% year-on-year reported and
120% in constant currency. The strong
rebound reflects the topline increase
and the year-on-year margin
improvement. The 2021 out-turn
includes c.£10m of profit from our St.
Petersburg, Russia operations sold
towards the end of the first-half.
Profit before tax and exceptional
items (PBT) of £296m (2020: £128m)
reflects the strong improvement in
revenue and operating profit. The net
interest expense of £32m is £5m lower
than prior year primarily as a result of
lower inventory levels, which reduced
the related interest expense. Adjusting
for the impact of currency and
changes to our portfolio, profit before
tax and exceptional items is back to
2019 pre-pandemic levels (£296m).
During the reporting period, we
incurred exceptional charges of
£101m. The majority of the charge
relates to the £72m loss on the
disposal of a part of our Retail
operations in Russia, where we
realised £108m of accumulated
foreign exchange losses upon
disposal. In addition, we booked £13m
of restructuring costs, largely related
to the conclusion of our Covid-19 cost
restructuring programme, and £20m
of accelerated amortisation of
software assets (following a change
in accounting policy).
The highly cash-generative nature of
our business model was evident with
free cash flow generation of £289m
(2020: £177m) – this represents a
conversion of operating profit
pre-exceptionals of 88% (2020: 108%),
exceeding the long-term average of
60-70%. During the period we
benefitted from a net working capital
inflow of £44m, and lower net capital
expenditure (£40m), owing to
proceeds from the disposal of surplus
capital assets and the reallocation
of expenditure on intangible assets
to operating costs (due to a change
in accounting policy).
Other notable elements of the cash
flow bridge include: net acquisitions
and disposals, which amounted to an
inflow of £56m (proceeds from Retail
disposals offset by the acquisition of
26
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
DISTRIBUTION
The Distribution segment
saw revenue rise 27% year-
on-year, with all regions
growing versus the prior year.
The combination of an encouraging
topline and margin improvement
resulted in an operating profit¹ of
£246m (2020: £140m). The operating
margin rose 160bps to 5.3%.
Asia revenue grew 11% year-on-year,
and operating profit¹ rose 25%. While
countries continued to be impacted
by pandemic-related uncertainty,
all our markets delivered both topline
and profit growth in 2021. However,
the region remains significantly below
2019 levels owing to the vehicle
licence cycle in Singapore and
general softness in Hong Kong. During
the first half, Singapore benefitted
from greater availability of vehicle
licences (the government’s phasing
of missed licences over 12 months
concluded in June 2021), which did
not repeat in the second half. In 2022
we expect vehicle volumes in
Singapore to be broadly in line with
the run-rate observed in the second
half of 2021. In Hong Kong, the
business grew in 2021, although
volumes remain relatively subdued.
Performance across the rest of Asia
was solid, with an encouraging
revenue and profit outturn. Having
won the distribution rights for JLR in
Indonesia during Q2, towards the end
of the year we acquired a business
which distributes commercial vehicles
in Guam, further bolstering our
presence in the region.
Australasia revenue grew 19%
year-on-year, and operating profit¹
recovered considerably. The revenue
performance was supported by the
launch of the new Subaru Outback
and Forester models. This helped the
brand gain market share in the first
six months of the year, although this
momentum was disrupted by supply
shortages in the second half. The
combination of supply-chain
bottlenecks and various pandemic
related restrictions held back margin
recovery. Nevertheless, following a
number of actions, including an
adapted pricing strategy, the
introduction of innovative financing
products and a material reduction of
overheads, the business is structurally
stronger. We expect these
improvements will support margins
in the period ahead.
Europe revenue was up 36% year-on-
year, with operating profit¹ rising 72%.
While the pandemic continued to
cause uncertainty across markets,
demand remained robust. The
encouraging demand backdrop
supported performance, with revenue
and profits recovering towards 2019
levels, in spite of vehicle supply
constraints. The topline recovery was
in part driven by market share gains
in a number of markets, with a solid
contribution from new models e.g.
Toyota Yaris. Our newly acquired
JLR Poland business, was adversely
impacted by supply constraints,
although the launch of the new
Range Rover is expected to support
performance in 2022.
Americas & Africa revenue grew 44%
year-on-year, and operating profit¹
recovered to pre-pandemic levels as
margins rebounded. In the Americas,
robust consumer demand enabled us
to deliver positive growth across all
key markets, despite some pandemic
related disruptions. A combination
of the strong demand and pricing
environment, and our cost-
restructuring efforts have supported
the region’s performance such that
both 2021 revenue and profits are
above 2019 levels. Over the past
12 months the region has secured a
number of new distribution businesses,
which in aggregate will add c.£200m
of annualised revenue. In Africa, our
performance continues to be solid,
not least given the backdrop of a
challenging environment. Looking
further ahead, given the low
penetration of vehicles per capita in
the Americas & Africa region, we are
optimistic about the growth prospects
over the medium and long term.
REGIONAL BREAKDOWN
Asia
Australasia
Europe
Americas & Africa
Revenue
Operating profit1
Operating margin
2021
2020
2019
4,672
2021
246
3,820
2020
140
4,917
2019
333
5.3%
3.7%
6.8%
1. Operating profit and operating margin stated pre-exceptionals.
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
27
GOVERNANCEFINANCIAL STATEMENTSSTRATEGIC REPORT
OPERATING AND FINANCIAL REVIEW CONTINUED
RETAIL
The Retail segment saw
revenue rise 1% year-on-year,
or 19% on an organic basis
when adjusting for the Retail
disposals over the period.
contributed c.£110m of revenue and
c.£10m of profit to the year’s result.
As indicated at our Capital Markets
Day, as and when supply situation
normalises we expect margins will
trend towards c.1.5%.
Australasia: following a significant
disposal programme, which
concluded in 2020, we no longer
have a Retail segment in Australasia.
Supported by strong gross margins
and our cost mitigation measures,
we delivered operating profit¹ of £82m
(2020: £24m). The operating margin
was particularly strong at 2.8%.
UK & Europe delivered organic
revenue growth of 19% and operating
profit¹ rose significantly, resulting in an
operating margin of 2.8%. We
experienced solid demand for New
and Used Vehicles against a
backdrop of supply constraints. This
drove gross margins to unprecedented
levels across all three of our retail-only
markets in the UK, Russia and Poland.
The profit out-turn also benefitted from
a lower overhead base, following
the implementation of our cost-
restructuring programme. In the first
half of 2021, we disposed of our
operations in St. Petersburg which
REGIONAL BREAKDOWN
Asia
Australasia
UK & Europe
Revenue
Operating profit1
Operating margin
2021
2020
2019
2,968
3,018
4,463
2021
2020
2019
24
40
82
2.8%
0.8%
0.9%
1. Operating profit and operating margin stated pre-exceptionals.
28
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
OTHER FINANCIAL ITEMS
Exceptional items
During the year, we have incurred
exceptional charges of £101m (2020:
£257m). The charge arose largely
from the recycling of £108m of foreign
exchange losses previously
recognised in other comprehensive
income in relation to the disposal of
the Russia Retail business, partially
offset by gains on the disposal of other
retail businesses in the UK and Europe.
Additionally, there was £13m of
restructuring costs and £20m of
accelerated amortisation on software
assets. Further details can be found
in note three on page 194.
Net finance costs
Net finance costs were £32m (2020:
£37m). The decrease is largely due to
a reduction in the cost of financing
inventory following our retail disposals,
and the overall reduction in inventory
and associated inventory financing
following our S&OP improvements and
restrictions in supply globally. The
interest charge is stated on an IFRS 16
basis and, excluding interest relating
to leases, our net finance charge was
£21m compared to £23m in 2020.
Tax
The effective tax rate for the year is
24% before exceptional items (2020:
26%). Compared to the prior year, the
effective tax rate before exceptional
items benefits from improved
operational performance reducing
the adverse impact of unrecognised
losses. The effective tax rate for the
year, after exceptional items, is 37%
(2020: negative 7%), and is not
comparable to the prior year due
to the impact of the pandemic on
the Group’s performance in the
prior period.
Non-controlling interests
Profits attributable to our non-
controlling interests were £5m (2020:
£3m). The Group’s non-controlling
interests comprise a 40% holding in
PT JLM Auto Indonesia, a 33% share in
UAB Vitvela in Lithuania, a 30% share
in NBT Brunei, a 30% share in Inchcape
JLR Europe, a 10% share of Subaru
Australia and 6% of the Motor
Engineering Company of Ethiopia.
Financing
As at 31 December 2021, the
committed funding facilities of the
Group comprised a syndicated
revolving credit facility of £700m
(2020: £700m) and sterling Private
Placement loan notes totalling £210m
(2020: £210m). As at 31 December
2021, none of the £700m syndicated
revolving credit facility was drawn
(£nil as at 31 December 2020).
Acquisitions
In 2021 the Group continued to further
expand its distribution footprint,
completing four deals during the year.
Towards the end of the fourth quarter
the Group agreed terms to acquire
an additional distribution business:
Simpson Motors in the Caribbean.
The deal remains subject to
customary conditions, and upon
completion (anticipated in the first
half of 2022) we expect an aggregate
cash outflow of c.£60m.
Pensions
At 31 December 2021, the IAS 19 net
post-retirement surplus was £82m
(2020: £20m), with the increase driven
largely by a rise in the discount rate
used to determine the value of
scheme liabilities. In line with the
funding programme agreed with the
Trustees, the Group made additional
cash contributions to the UK pension
schemes amounting to £4m (2020:
£4m). Discussions with the Trustees of
the Inchcape Motors Pension Scheme
in respect of the actuarial valuation
as at 5 April 2019 were finalised during
the first half of the year and the Group
has agreed to contribute an
additional £3m per annum to the
scheme over the next seven years.
Dividend
The Board has declared a final
dividend of 16.1p per ordinary share
which will be paid on 21 June 2022 to
shareholders on the register at close
of business on 13 May 2022. This follows
an interim dividend of 6.4p, and takes
the total dividend in respect of FY21
to 22.5p (2020: 6.9p). The Dividend
Reinvestment Plan is available to
ordinary shareholders and the final
date for receipt of elections to
participate is 27 May 2022.
Cash flow and net debt
The Group generated free cash flow
of £289m (2020: £177m) driven primarily
by an improvement in profitability,
the level of working capital and
continued careful capital allocation.
After the proceeds received from our
Retail disposals, as well as the
acquisition of the Distribution business
in Guatemala and Morrico in Guam,
the Group had net cash excluding
lease liabilities of £379m (2020: £266m).
Including lease liabilities (IFRS 16), the
Group had net funds of £55m (2020:
net debt of £67m).
Capital expenditure
During 2021, the Group incurred net
capital expenditure of £40m (2020:
£35m), consisting of £65m of capital
expenditure and £25m of proceeds
from the sale of property. In 2022,
we continue to expect net capital
expenditure of less than 1% of
Group sales.
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
29
GOVERNANCEFINANCIAL STATEMENTSSTRATEGIC REPORT
OPERATING AND FINANCIAL REVIEW CONTINUED
VALUE DRIVERS
We provide disclosure on the value drivers behind our gross profit (pre-exceptional). This includes:
• Gross profit attributable to Vehicles: New Vehicles, Used Vehicles and the associated F&I (Finance & Insurance) income; and
• Gross profit attributable to Aftersales: Service and Parts.
Group
Vehicles
Aftersales
Total
2021
£m
2020
£m
% change
reported
% change
constant FX
749.5
391.4
1,140.9
516.9
372.5
889.4
45%
5%
28%
50%
10%
33%
We operate across the automotive value chain, and during the year we generated 34% of gross profit through Aftersales,
compared to 42% in 2020. This reflects the rebound in vehicle sales from the prior year, when sales were significantly
disrupted as a result of the pandemic.
RECONCILIATION OF FREE CASH FLOW¹
Net cash generated from operating activities
Add back: Payments in respect of exceptional items
Net cash generated from operating activities, before exceptional items
Purchase of property, plant and equipment
Purchase of intangible assets
Proceeds from disposal of property, plant and equipment
Net capital expenditure
Net payment in relation to leases
Dividends paid to non-controlling interests
Free cash flow
2020²
£m
(27.4)
(14.5)
6.7
2021
£m
(48.5)
(16.1)
24.6
2021
£m
377.0
12.0
389.0
(40.0)
(57.0)
(3.0)
289.0
Included within free cash flow are movements where prior approval is required to transfer funds aborad, as described in note 19 on page 165.
1. APM (alternative performance measure), see page 186
2. Restated, see note on page 185
RETURN ON CAPITAL EMPLOYED1
Operating profit (before exceptional items)
Net assets
Less (net cash) / add net debt
Capital employed
Effect of averaging
Average capital employed
Return on capital employed
1. APM (alternative performance measure), see page 186.
2. Restated, see note on page 185.
30
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
2021
£m
328.1
1,130.5
(54.7)
1,075.8
26.0
1,101.8
29.8%
2020²
£m
249.2
24.3
273.5
(35.2)
(56.7)
(4.3)
177.3
2020²
£m
164.1
1,061.2
66.5
1,127.7
200.0
1,327.7
12.4%
REGIONAL BUSINESS MODELS
DISTRIBUTION
AMERICAS & AFRICA
Country
Argentina
Barbados1
Chile
Colombia
Costa Rica
Ecuador
El Salvador
Guatemala
Panama
Peru
Uruguay
Djibouti
Ethiopia
Kenya
Brands
Subaru, Suzuki
Chrysler, Freightliner, FUSO, Isuzu, JCB, Jeep, John Deere, Mercedes-Benz, Subaru, Suzuki, Western Star
BMW, BMW Motorrad, DFSK, Geely, Hino, MINI, Rolls Royce, Subaru
DFSK, Dieci, Doosan, Hino, Jaguar, Land Rover, Mack, Mercedes-Benz, Subaru
Changan, JAC, Suzuki
Freightliner, Mercedes-Benz, Western Star
Freightliner, Mercedes-Benz, Western Star
Freightliner, Mercedes-Benz, Western Star
Suzuki
BMW, BMW Motorrad, BYD, DFSK, MINI, Subaru
Freightliner, Fuso, Mercedes-Benz
BMW, Komatsu, Toyota
BMW, Hino, Komatsu, New Holland, Suzuki, Toyota
BMW, BMW Motorrad, Jaguar, Land Rover
1. Distribution agreements for these brands across a range of Caribbean islands, centred on Barbados
APAC
Country
Brunei
Guam2
Hong Kong
Indonesia
Macau
Saipan
Singapore
Thailand
Australia
Brands
Lexus, Toyota
BMW, Chevrolet, Freightliner, Hyundai, Kohler, Lexus, Mercedes-Benz, New Holland, Toyota
Daihatsu, Ford, Hino, Jaguar, Land Rover, Lexus, Maxus, Toyota
Jaguar, Land Rover
Daihatsu, Ford, Hino, Jaguar, Land Rover, Lexus, Maxus, Toyota
Toyota
Hino, Lexus, Suzuki, Toyota
Jaguar, Land Rover
Citroen, Peugeot, Subaru
New Zealand
Subaru
2. Distribution agreements for these brands across a range of Pacific islands, centred on Guam
EUROPE
Country
Belgium
Bulgaria
Estonia
Finland
Greece
Latvia
Lithuania
Luxembourg
North Macedonia
Poland
Romania
RETAIL
Country
Australia³
Poland
Russia
UK
Brands
Lexus, Toyota
Lexus, Toyota
BMW, BMW Motorrad, Ford, Jaguar, Land Rover, Mazda, MINI
Jaguar, Land Rover, Mazda
Lexus, Toyota
BMW, BMW Motorrad, Ford, Jaguar, Land Rover, Mazda, MINI
BMW, BMW Motorrad, Ford, Jaguar, Land Rover, Mazda, MINI, Rolls Royce
Lexus, Toyota
Lexus, Toyota
Jaguar, Land Rover
Lexus, Toyota
Brands
Isuzu Ute, Jeep, Kia, Mitsubishi, Volkswagen
BMW, BMW Motorrad, MINI
Audi, BMW, Jaguar, Land Rover, Lexus, MINI, Rolls Royce, Toyota, Volvo
Audi, BMW, Jaguar, Land Rover, Lexus, Mercedes-Benz, MINI, Porsche, Smart, Toyota, Volkswagen
3. Following scale disposal of retail businesses in Australia, Retail is no longer reported as a separate segment in APAC.
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
31
GOVERNANCEFINANCIAL STATEMENTSSTRATEGIC REPORT
SUZUKI
We have a partnership with Suzuki stretching over 40 years,
significantly expanding this relationship in 2018 through
acquisition and the awarding of distribution contracts in
Costa Rica and Panama. This expansion added to our
established South America platform with our first move
into Central America and in 2021 we added Barbados
and several Caribbean islands to our portfolio.
LOCATIONS
DISTRIBUTION
Argentina, Barbados+, Costa
Rica, Panama, Singapore
+ Indicates the base of care distribution
operations which also serves
neighbouring islands.
32
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
RESPONSIBLE BUSINESS
DRIVING WHAT MATTERS
Being a responsible business is a fundamental part of our strategy, mapping
the way Inchcape will create sustainable value for all our stakeholders.
Developing our approach to responsible business is central
to our future plans at Inchcape. We know it will provide
measurable benefits to Inchcape, bringing us closer to
our customers and partners: it will make Inchcape a more
rewarding and safer place to work; it will help us recruit,
engage and retain the best talent; and it will ensure we
remain a trusted partner to the OEMs with whom we work.
These elements are fundamental to the successful delivery
of our Accelerate strategy and to ensuring Inchcape’s
sustainability for the long-term.
We are united with the interests of all our stakeholders in
the need to play our role in making a positive contribution
to the communities in which we operate, for our people,
for society and for the planet. For Inchcape though, being
a responsible business extends into other key areas of our
operations where we can make a positive difference to
our stakeholders: by improving inclusion and diversity in
our organisation, as well as full accessibility for our
customers; by ensuring the safety and supporting the
health and wellbeing of our employees; and in supporting
mobility and economic development in the communities
in which we operate.
To deliver this requires us to have a plan that is supported
with a robust framework. Our ‘Driving What Matters’ plan
has been designed collaboratively with our markets, for
ownership and delivery by our teams, locally. The plan
concentrates on our 4Ps (or pillars) of Responsible Business
– Planet, People, Places, and Practices.
Mindful of the need to reflect the different laws, regulations,
and cultures where we operate, we have designed a
global framework with workstream charters that local
markets will use to respond to what is important to meet
the needs of their local stakeholders.
PEOPLE
PLACES
PRACTICES
PLANET
• Prioritising safety and
wellbeing
• Creating an inclusive and
diverse colleague base
• Having a positive impact
on local communities
• Supporting safer roads
• Facilitating mobility
solutions for those with
disabilities
• Strengthening our
governance policies
reflecting our position
as an international plc
• Mapping the risks and
opportunities of climate
change
• Setting GHG targets
• Reducing waste
KEY MILESTONES ACHIEVED IN FY21
NEXT STEPS
• Global workstreams established for each pillar
• Science based targets set: reducing scope 1 and 2
emissions by 46% by 2030 in line with a 1.5ºC target
• Climate-related risks and opportunities identified
• Workstreams started on Inclusion & Diversity and
wellbeing
• TCFD aligned reporting in 2021 ARA
• 2022 priorities towards our science-based targets
– Switch to renewable tariffs;
– Invest in solar PV; and
– Reduce base energy usage.
• Scope 3 emissions to be considered in 2022
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
33
GOVERNANCEFINANCIAL STATEMENTSSTRATEGIC REPORT
RESPONSIBLE BUSINESS CONTINUED
PEOPLE
INCLUSION & DIVERSITY
• Create an inclusive environment
and diverse colleague base
SAFETY & WELLBEING
• Ensure the safety and wellbeing
of our people
TALENTS & SKILLS
• Equip the organisation with the
skills and capability to establish
and sustain Inchcape in being
a commercially successful
Responsible Business
CURRENT PRIORITIES AND INITIATIVES
• Inclusive Leadership Programme
Current focus for the People pillar is on establishing our Inclusion
and Diversity frameworks, narrative and internal communication.
This comprises our Inclusive Leadership Programme for which
we are targeting rollout to 100% of our senior leadership population
(c.75 employees) by end of June 2022. Stage two will be to the
next level of management (c.400 employees total) by end Q1 2023.
• Lifeworks Employee Assistance Programme
Under Safety and Wellbeing, we launched the Lifeworks Employee
Assistance Programme which was completed in December 2021,
use of which is being tracked monthly and success will be measured
in wellbeing questions in future employee experience surveys.
• Women in Leadership Programme
We launched our Women in Leadership Programme in 2021
with three pilot cohorts and will run three further cohorts in 2022
with satisfaction measurement as well as retention and progression
as measures of success.
CREATE AN INCLUSIVE
ENVIRONMENT AND DIVERSE
COLLEAGUE BASE
We believe differences drive ideas
and innovation. We will create an
organisation that actively attracts,
recruits and develops people across
all aspects of diversity, that reflects
our customer base and the
communities in which we operate.
An organisation that actively enables
every person to feel valued and fully
contribute, generating the broadest
breadth in contribution, ideas and
thinking to business performance
and decision making.
ENSURE THE SAFETY AND WELLBEING
OF OUR PEOPLE
We believe the physical and mental
wellbeing of our people is paramount
to the success of Inchcape. We will
make sure every person both feels
safe and is safe at work. We’ll make
sure they are able to raise concerns,
doubts and fears – and that we listen,
take action and help them when
needed, so we can support their
mental health and wellbeing.
EQUIP THE ORGANISATION WITH
THE SKILLS AND CAPABILITY TO
ESTABLISH AND SUSTAIN INCHCAPE
IN BEING A COMMERCIALLY
SUCCESSFUL RESPONSIBLE BUSINESS
We believe that providing continuous
opportunities for professional and
personal growth will guarantee our
collective success as a responsible
business. We will develop and source
skills, capabilities, behaviours and
mindsets that enable every person,
team and Inchcape as a whole to
succeed, delivering in a sustainable
way as a truly responsible business;
for our people, for our customers, for
the communities in which we operate
and for our planet.
34
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
INCLUSION AND DIVERSITY
Our employees are at the heart of the People pillar of our ‘Driving What Matters’ plan,
which aims to ensure we have a safe operating environment with an inclusive and
diverse culture as well as the best talent and skills to power our future success.
Our vision for Inclusion & Diversity (I&D) is to reflect the
world’s communities across Inchcape. We believe the
more voices, experiences and backgrounds we include
at Inchcape, the more we will all thrive. To achieve this
vision we created our first I&D Framework in 2021.
Our I&D Framework sets out the guiding principles and
foundational actions we will take:
– Colleague Voice: a series of structured forums have
been set up so that the conversation and action on
Inclusion & Diversity is influenced by our colleagues.
– Knowledge and Understanding: we are building a suite
of tools, development, learning and practical guidance
to help to reduce bias and drive more inclusive decisions
across the business.
– Visibility and Progress: we are creating global I&D
standards through policy development and have
committed to tracking and measuring the performance
of our programmes on I&D.
– Campaigns and Events: our programme of global I&D
campaigns and events empower us to raise awareness
and celebrate I&D progress together.
Our I&D Framework will evolve as we continue to embed
the actions and it will enable us to develop global priorities
alongside providing the opportunity for local markets to
tailor initiatives to the needs of their communities.
EMPLOYEE EXPERIENCE SURVEY
Understanding what our employees think about the business and their
experience as ‘Inchcapers’ is critical to driving performance, maintaining
the highest standards of safety and wellbeing, and attracting and retaining
the best available talent. In 2021 we ran a full survey and some of the high
level results are shown below.
Improved scores on all key engagment metrics
100
90
80
70
60
50
40
30
20
10
0
81 79
91 90
83
80
62
59
64
61
Response rate
Total
Experience
Employee
Satisfaction
Intention
to stay
How likely to
recommend
2021
2019
We focus on four key engagement metrics: Total
Experience, Employee Satisfaction, Intention to Stay,
and How Likely to Recommend (Inchcape as a place
to work). All global key engagement measures were up
with Intention to Stay and How Likely to Recommend
both very strong. 73% of employees provided over
13,000 verbatim comments for analysis
SURVEY CATEGORIES IN ORDER OF PERCEIVED
IMPORTANCE TO EMPLOYEES
Category
My Reward
Work Environment, Working
Practices & Tools
My Team & Colleagues
My Role
My Manager
My Learning
vs
2019
Category
+8
Leadership Team
+1
+3
–
+4
+2
Working from home*
Way we do things
Wellbeing
Organisation
My Career Development
Employee
Communication*
vs
2019
+8
N/A
+8
-3
+2
+1
N/A
OUTCOMES
Sentiment analysis of verbatim comments was combined
with quantitative results to produce consolidated insights.
While this gave some strong indication of potential action
points, it was critical to properly digest, discuss and share,
expanding on the insights with further focus groups and
linking to the strategy.
Culture focus groups including one-to-one discussions with
the Executives took place with findings incorporated as an
organisational health check overlay; this was then shared
to help shape regional and functional action plans.
Improvement action plans were completed and “you said,
we heard, we will improve” communications took place
after final results were shared with the Group Executive
and Board in November.
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
35
GOVERNANCEFINANCIAL STATEMENTSSTRATEGIC REPORT
RESPONSIBLE BUSINESS CONTINUED
PLACES
SAFE MOBILITY
• An advocate for safer roads
INCLUSIVE MOBILITY
• Support people with disabilities to
access mobility solutions
SOCIAL MOBILITY
• Supporting equal opportunities
through education, training access
and social levelling up
CURRENT PRIORITIES AND INITIATIVES
• Community activities
There is currently a wide range of community-based activity taking
place across all markets, including support for S.O.S. Children’s
Village and the Red Cross as well as Safe Drive mobility training
to employees and their relatives in our Africa and Central
America markets.
• Road safety campaigning
Our first internal road safety campaign rolled out in December and
a key initiative in 2022 will be to develop externally facing campaigns
and potentially partnerships with relevant bodies and organisations.
SAFE MOBILITY
Inchcape promotes the safe use of
roads with the objective of becoming
a strong and visible advocate for
reduced road accidents and deaths
across all markets in which we
operate. We will support and promote
safe driving through sponsorship of
educational programmes, awareness
creation and campaigns on safe use
of roads. We will also partner with
relevant bodies, stakeholders and
advocates to develop and implement
accident prevention initiatives and
support emergency responses to
save lives on the roads. We will aim
to develop and roll-out a proprietary
digital engagement platform
dedicated to promoting Safe
Mobility globally.
INCLUSIVE MOBILITY
We will support people with disabilities
to access the right mobility solutions
through sponsorship and promotion of
specific initiatives in our markets. We
will also support key programmes that
promote activities and topics such
as sports, education, skills acquisition
and health of those with disabilities.
We will also ensure all Inchcape
facilities and operations provide full
and inclusive access to mobility for all.
SOCIAL MOBILITY
We will develop specific global
and local projects and initiatives
that support and enable equal
opportunities for young people;
for example through internship,
apprenticeship, technical education
and female education. Focus of
such programmes will be on the less
privileged and/or disadvantaged
young people in communities in
which we operate to give those
selected a better chance to live, grow
and realise their potential. Inchcape
will be a key proponent of upward
mobility for all by helping and being
seen to help young people out of
poverty and deprivation.
36
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
PRACTICES
CODES OF CONDUCT (EMPLOYEES
AND SUPPLIERS
• Everyone knows what is expected
of them
FRAMEWORK FOR REPORTING
(EXTERNAL STATEMENTS)
• Ensure transparency and ethical
behaviour
WHISTLEBLOWING
• Drive integrity and responsibility
POLICIES
• Clear and consistent communication
and access
CURRENT PRIORITIES AND INITIATIVES
• Employee Code of Conduct
In line with the launch of our Accelerate strategy and Driving
What Matters plan, we updated the Employee Code of Conduct,
launched, distributed and trained the workforce to a target of 95%
of all employees. The Code has been made available in 19 official
languages spoken in Inchcape markets to ensure understanding
across all employee groups.
• Supplier Code of Conduct
We also developed and rolled out our first Supplier Code of Conduct
to ensure consistency of approach within our third-party supplier
community.
• Speak Up!
Additionally, our Speak Up! whistleblowing hotline and other
contact channels were refreshed and rolled out to all employees
and suppliers, with communications extended to our corporate
website to ensure accessibility to any stakeholders that may need
to raise concerns.
STRENGTHEN CODES OF CONDUCT
We believe in a culture where
everyone knows what is expected
of them. We will make sure we are
an organisation that has a strong,
clear code of conduct ensuring
compliance with laws, such as
those on respecting human rights,
environmental protection, labour
relations and financial accountability.
An organisation where everyone
knows what is expected of them and
helps us to make ethical decisions,
with clear processes for identifying
misconduct.
PROVIDE A FRAMEWORK
FOR REPORTING
We believe transparency drives
ethical responsible behaviour. We will
ensure we make appropriate external
statements of our approach to
compliance in a given policy area
through the Group’s website and
Annual Report.
ENSURE A ROBUST LEGAL
AND REGULATORY SYSTEM
We believe trust reinforces our bond
with our stakeholders. We will maintain
the high legal and regulatory
standards vital to building confidence
and trust with all our stakeholders.
We will publish a set of guidelines and
rules to comply with Inchcape goals
in relation to good practices and laws.
COMMUNICATION
We will ensure that we communicate
our policies and controls effectively
and consistently and that colleagues
are given access to training where
required. Our InControl Standards risk
management framework will enable
long-term growth protecting the
fundamentals that underpin the
Group’s success.
WHISTLEBLOWING
We believe all colleagues should
be able to report their concerns in
confidence and drive responsible
behaviour. We will create a culture of
integrity by empowering colleagues
to make the right choices. We will give
colleagues clarity and transparency
over all polices and enable a
confidential method of reporting.
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
37
GOVERNANCEFINANCIAL STATEMENTSSTRATEGIC REPORT
RESPONSIBLE BUSINESS CONTINUED
PLANET
CLIMATE CHANGE IMPACT
• Understand risks to and opportunities
for Inchcape
GREENHOUSE GAS EMISSIONS
• Set science based targets for
Inchcape (scopes 1 and 2)
• Support OEM partners in their
reduction efforts
• Influence non-OEM suppliers to
reduce their carbon footprint
WASTE AND RECYCLING
• Reduce impact of waste
HELPING OUR OWN PEOPLE
ACHIEVE THEIR OWN CARBON
REDUCTION GOALS
• Educate our own people
CURRENT PRIORITIES AND INITIATIVES
• Planet Pillar
Scopes 1 and 2 remain the key focus of the Planet workstream,
where we can make the biggest contribution to our stated target
of 46% reduction in emissions by 2030 (in line with 1.5°C). Scope 1
focus is to increase the proportion of new energy vehicles in the
share of our owned fleet and to reduce the amount of fossil fuel
used in our operations.
• Reduce electricity consumption
In scope 2, we are increasing the proportion of our electricity sourced
from renewable tariffs as well as installing and measuring peak power
output from on-site renewables such as solar pv, ground- and air-
sourced heat pumps and implementing energy efficiency measures
to reduce our overall electricity consumption where possible.
• Reduce emissions
During 2022, we aim to develop an understanding of our scope 3
emissions, both up- and downstream, and are focusing on measuring
and improving the proportion of waste recycled.
• Climate change projects
In order to understand the risks and opportunities associated with
climate change, a project was carried out in 2021, to enable us
to report in line with recommendations under the TCFD. Further
information is given on pages 40 to 44.
WE WILL UNDERSTAND THE RISKS
AND OPPORTUNITIES FOR OUR
BUSINESS THAT WILL ARISE AS
A RESULT OF CLIMATE CHANGE
We will report on those risks and
opportunities regularly and
transparently so that all our
stakeholders can have confidence
that we are safeguarding their
interests over the long-term.
WE WILL MEASURE AND REPORT
ON OUR DIRECT AND INDIRECT
GREENHOUSE GAS EMISSIONS
We will set science-based targets
for our scope 1 and scope 2 emissions
and take the measures necessary
to meet those targets.
WE WILL SUPPORT OUR OEM
PARTNERS IN THEIR EFFORTS
TO REDUCE GREENHOUSE
GAS EMISSIONS
Where appropriate, we will make sure
we comply with their building and
energy management policies. We will
actively promote the sales of vehicles
with lower emissions.
WE WILL DEAL RESPONSIBLY WITH
THE WASTE THAT WE PRODUCE
AS A BUSINESS
As a minimum, we will comply with
all applicable laws and regulations.
We will progressively increase the
amount of waste products that we
recycle in order to reduce our impact
upon the planet over time.
WE WILL INFLUENCE OUR NON-OEM
SUPPLIERS TO REDUCE THEIR
CARBON FOOTPRINT
We will incorporate environmental
considerations into our decision-
making processes and favour
suppliers that set ambitious science-
based targets for their greenhouse
gas emissions.
WE WILL EDUCATE OUR PEOPLE
We will show our people the ways
in which they can contribute to
reducing their impact upon the
planet in both their working lives and
their personal lives. Our leadership
teams will model those behaviours.
38
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
MERCEDES-BENZ
In 2019 we signed our first distribution contracts with
Mercedes-Benz for both passenger and commercial
vehicles in Uruguay and Ecuador, followed by a further
agreement in January 2020 to become the distributor
for Mercedes-Benz passenger vehicles in Colombia.
During 2020 and 2021 we continued our consolidation
and are now Mercedes’ number one distribution partner
in Latin America.
LOCATIONS
DISTRIBUTION
Barbados+, Colombia,
Ecuador, El Salvador, Guam+,
Guatemala, Uruguay,
RETAIL
UK
+ Indicates the base of care distribution
operations which also serves
neighbouring islands.
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
39
FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORTSTRATEGIC REPORT
TASK FORCE ON CLIMATE-RELATED FINANCIAL DISCLOSURES
CLIMATE CHANGE
Climate change is the biggest environmental threat faced by the world today
and every business is affected in numerous ways.
The Paris Agreement sets out an
international ambition to hold
the increase in global average
temperature well below 2°C above
pre-industrial levels, and to pursue
efforts to limit this to 1.5°C. Governments
are looking to businesses for help to
keep global temperatures within a
safe range. UK listed companies are
now required to report in line with the
recommendations set out in the Task
Force on Climate-Related Financial
Disclosures (TCFD).
This section of the Annual Report sets
our disclosures in compliance with the
10 of the 11 TCFD recommendations
and recommended disclosures
as required by LR9.8.6R. The
recommendation on the assessment
of the resilience of the Group’s strategy
will be carried out during 2022, and will
be reported in the next year’s Annual
Report and Accounts. Please see
page 44 for further information.
TCFD PROJECT
The Company engaged the Carbon
Trust, an independent sustainability
consultant, to assist the Group in
analysing climate-related risks and
opportunities over the short, medium
and long-term. The project began
in January 2021, with the purpose
of identifying climate-related risks
and opportunities and assessing
how these may impact strategic
and financial planning.
A range of stakeholders within the
business were invited to participate
in the project. Initial workshops were
facilitated by the Carbon Trust to
educate colleagues on climate-risk
and initiate discussion regarding the
areas of exposure for the Group. The
Carbon Trust also interviewed regional
market heads, and other senior
leaders, investor relations, strategy,
finance, and risk management teams.
The findings from these interviews
informed our initial list of climate-
related risks and opportunities
(“CCR&Os”), and shaped our
approach.
GOVERNANCE
Duncan Tait, Group Chief Executive,
is the Board Director with ultimate
responsibility for climate-related
issues, with the support from the
Group Executive Team (GET).
The Group’s response to climate
change has been scheduled as a
regular agenda item for either the
BOARD
ULTIMATE
RESPONSIBILITY
CSR
COMMITTEE
GROUP
EXECUTIVE
TEAM
AUDIT
COMMITTEE
TCFD WORKING GROUP
FINANCE
STRATEGY
RISK
LEGAL
40
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
OVERSIGHT
MONITORING
TARGET SETTING
KPI
DEFINING
ACTIONS,
REPORTING AND
DISCLOSURE
Responsible for embedding
processes to identify, monitor
and mitigate climate risks
and opportunities
Board or one of its Committees (as
appropriate) to cover impacts upon
the business of climate change; and
the impact of the business upon the
environment.
The Audit Committee, who meet
four times a year, considers emerging
and significant risks throughout the
year which include climate-related
risks. The Audit Committee also
reviews the impact of climate
change when considering significant
judgements such as impairment
of goodwill, plant, property and
equipment etc. as part of the
reporting of financial information.
See page 77 for further details.
The CSR Committee, which met
four times during 2021, has oversight
of the Driving What Matters plan,
which comprises four pillars: People,
Places, Planet, Practices. The Planet
workstream has three principal areas
of focus which include understanding,
reporting and acting upon CCR&Os.
Where climate-related issues have
been considered at Committee level,
updates are given to the full Board
following each meeting.
The Board and the CSR Committee
delegate responsibility for assessing
and monitoring climate-related risks
to the GET, who considered climate-
related issues as part of the following
discussions:
• Design of strategy – considering our
strategic choices through a climate
change lens;
• Implementation of Risk
Management framework – related
oversight of how climate-related
risks are being continually assessed
at regional level;
• Financial planning – impact of
climate on future cash flows and
impairment; and
• Business development – assessment
of current and future OEM partners’
new energy vehicle line up and
market infrastructure.
The TCFD Working Group (TCFD
Group) meets on a quarterly basis
and comprises the Group General
Counsel, Group Company Secretary,
Head of Internal Audit, Risk Manager,
the Group Financial Controller,
Head of Investor Relations, Group
Head of Strategy and the Group
Strategy Manager.
The remit of the TCFD Group is to
monitor the governance around
CCR&Os, continuing identification and
verification of CCR&Os, and ensuring
the CCR&Os are considered in context
of strategy and financial performance.
The TCFD Group agrees action plans
to improve disclosure under each of
the recommended areas with progress
tracked at each meeting.
STRATEGY
The most material climate change
risk that we face is where there is a
misalignment between the speed
at which our OEM partners are able
to transition their model line up to
New Energy Vehicles (NEVs) and the
pace of adoption of NEVs in the
markets in which we operate.
It is plausible that in some of our
markets NEV adoption will outpace
the speed at which our OEM partners
are able to produce NEVs at scale or
vice versa. In those instances we may
experience periods of market share
loss. However, we remain confident
that these impacts will be short-lived
as the resilience of our strategy is
built on:
• having decades of experience of
delivering successful market entries
for OEMs, and introducing their
latest vehicle innovations.
• expertise in our markets, with
domain expertise in regulation,
government policy, understanding
consumer preferences and
infrastructure readiness.
• fostering long-term relationships
with the world’s leading OEMs,
who are investing and innovating
to ensure they have a vehicle
line-up which will meet consumer
preferences
• working in close collaboration with
our OEM partners across our regions
and markets, ensuring the most
appropriate vehicle line-ups. This
requires careful planning regarding
the suitability of particular vehicle
powertrains, when to introduce new
vehicle technologies, and ensuring
vehicles will meet local-market
homologation requirements..
In setting our strategic direction we
concluded that we have relationships
with OEMs that will successfully
navigate the energy transition.
We are also actively engaged in
discussions with newer OEM entrants
(e.g. those manufacturing only
battery EVs), which, if successful,
will support a further broadening
of our brand footprint.
Please see the table on page 42
for further information on our climate-
related risks and opportunities.
RISK MANAGEMENT
Regional and Group risk
management committees monitor
and manage risks as part of the
continuous risk management process.
Climate-related risks are identified
and assessed within the Group’s Risk
Management Framework. Climate
change is not drawn out as a stand
alone risk due to its broad nature;
however, the impact of climate
change is a key element in several
principal risks including EV supply and
demand, and supply chain disruption.
Principal risks are those which are
considered to have a material
financial or strategic impact on
the business.
We have developed actions plans
to embed climate-related assessment
and management throughout the
Group and to improve climate-related
processes and decision making.
Further information on how risks are
identified, assessed and managed
can be found in the Risk Management
Report on pages 48 to 56.
In addition to the risk management
process, climate-related risks are
considered as part of the strategic
and financial planning process
which is monitored by the TCFD
Working Group.
Establishing climate-related risks
and opportunities
To determine the risks identified,
a value chain/business model
approach was taken, combining
desk-based research findings and
learnings from the interviews to
develop the longlist of 192 risks.
Scenario data was then brought into
the prioritisation assessment.
Structuring the longlist development
in this way ensured the potential risk
of being biased/led by scenario data
availability was minimised. Of the 192
risks identified, 119 were taken through
the likelihood, velocity and materiality
analysis. A threshold was applied
to determine which risks would
be shortlisted.
The GET spent time reviewing the
findings to establish which risks and
opportunities are the most relevant
taking into account both likelihood
and impact. The team also
considered how the risks are currently
being built into strategic thinking
and how they will be considered on
an on-going basis. Additionally, they
established a process for identifying
and assessing CCR&Os in the future.
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
41
GOVERNANCEFINANCIAL STATEMENTSSTRATEGIC REPORT
TASK FORCE ON CLIMATE-RELATED FINANCIAL DISCLOSURES CONTINUED
SUMMARY OF KEY FINDINGS AND COMPARATIVE
IMPORTANCE OF RISKS
Our most significant risk is a potential misalignment between
model line-up in a given geography and the pace of
EV adoption in that market. Conversely, close alignment
presents opportunities. Physical risks are less pronounced
than transition risks and manifest over longer-term.
A
B
I
J
G
H
D
F
E
C
Highly
consistent
outcome
under all
scenarios
E
R
O
C
S
D
O
O
H
I
L
E
K
I
L
Only
expected
under
extreme
scenarios
Expected to occur
beyond 2030
VELOCITY SCORE
Expected to occur
before 2025
A Reduced market share as NEV vehicles
commercialised
B Water stress related interruption
to servicing
C Drought related interruption
to servicing
D H&S impacts from increased heat stress
E Aftersales impact from reduced EV
lifecycle and maintenance
F Direct impacts to property and
inventories from flooding
G Market share impacts from misalignment
between OEM and market on EV
H Carbon tax costs from logistics
I
EV availability constraints due to rare
earth metals
J Direct impacts to property and
inventories from wildfire
Key
Physical
risk
Transition
risk
Bubble size represents materiality
colour coded by risk type
Increasing
impact
CLIMATE RELATED RISKS AND OPPORTUNITIES
The CCR&Os detailed below are considered to have the most significant impact on the Group over the short, medium
and long-term.
Type
Description
Length
Impact on strategy and financial planning
Transition risk –
Market
Market share impact
from misalignment between
OEM and market on EV
Short and
Medium-term
Transition risk –
Technology
Aftersales impact from EV
lifecycle and maintenance
Medium and
long-term
Transition Risk –
Policy and legal
Tax levied on the carbon
emissions required to produce
goods and on logistics
Medium and
long-term
Transition risk –
Technology
EV availability constraints due
to rare earth metals
Medium to
long-term
Physical Risk –
Extreme weather
event
Transition
Opportunity –
Market
Energy source
opportunity
Disruption to operations
and supply due to flooding,
wildfires and drought, and
impact from water stress
EV-enablement partner to
position Group to partner with
OEMs as they transition to EV
Energy savings from global
greenhouse gas emission
reduction targets/resource
efficiency
Medium and
long-term
Medium-term
42
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
When evaluating investment opportunities, we consider the speed
at which the geography is moving to EV adoption and the pace at
which our OEM partners are transitioning their product pipeline from
ICE to EV. This is likely to be the most material risk to strategy.
We have considered the Infrastructure required on company
premises for EV aftersales. A reduced number of moving parts in
EV could lead to reduced sales of secondary and replacement
components. As the percentage of EV sales is still relatively low,
this will not impact aftersales in the near term.
Carbon taxes could increase cost of operations (including transport
and logistics) and of parts and vehicles with potential impact on
size of market. We continue to monitor the likelihood of carbon taxes
impacting costs.
We have not seen any supply chain disruption attributable to this
issue and, in the event of battery shortage, would apply the usual
measures we would take to deal with any supply chain issues. This is
an emerging risk which is kept under review.
Extreme weather events and water stress could result in an increase
in the costs of mitigation measures i.e. relocating sites and insurance
costs. We have concluded that this will not be a direct impact in
the near-term. However, we continue to monitor this closely.
We can leverage our scale, and our growing experience, to help
our OEM partners manage the transition in the markets in which
we operate.
Short, medium
and long-term
Setting science-based targets for our scope 1 and scope 2
emissions drives us to reduce our base energy usage. In doing so,
we can also generate significant cost savings.
CCR&O DEVELOPMENT METHODOLOGY
To help us quantify our CCROs, we used data from the following sources:
• Representative Concentration Pathways (RCP): Defined emission pathways, which can be input into global climate
models to derive the physical climate futures;
• Shared Socioeconomic Pathways (SSP): Contain a narrative about what the world looks like from a socioeconomic
perspective, including qualitative assumptions on important elements, such as technology transfer, global cooperation,
societal preferences, and the paradigm underpinning global development; and
• International Energy Agency (IEA): model focused on production and demand for fossil fuel.
There are benefits and limitations to each set of scenario data which we have considered, along with availability of
modelled data, when selecting the appropriate scenario for the parameter data. The public scenarios use different
underlying assumptions. RCP and SSP scenarios have been developed to be interoperable together in climate models;
however, this is not possible with IEA models. The scenarios are broadly grouped for analysis under the follow categories:
below 2°C, current policy (3°C) and 4°C.
Below 2 degrees scenarios
RCP
SSP
IEA
IEA
IPCC Climate Scenario:
RCP 2.6
Complementary
socioeconomic pathway:
SSP 1
Sustainable Development
Scenario: SDS
Net Zero Emissions: NZE
Average global
temperature increase
by 2050*: 1.6 ± 0.3°C
Average global
temperature increase by
2100*: 1.6 ± 0.4°C
Average global
temperature increase by
2100*: 1.5 ± 0.15°C
Average global
temperature increase
by 2100*: 1.5
The pathways grouped in the below 2°C scenario are those considered to be consistent with this outcome and a low
carbon transition towards a net-zero global economy in the second half of the 21st century. As with most low carbon
transition scenarios this pathway requires significant development of negative emissions options by 2100 to keep
temperatures to this 2°C limit. The 2°C scenario shown below sets out a rapid decarbonisation pathway in line with
the Paris Agreement that limits peak warming compared to pre-industrial times.
Current policies scenarios
RCP
SSP
IEA
IPCC Climate Scenario:
RCP 4.5
Complementary
socioeconomic pathway:
SSP 2
Stated Policy Scenario: SPS
Average global
temperature increase by
2050*: 2.0 ± 0.3°C
Average global
temperature increase
by 2100*: 2.4 ± 0.5°C
Average global
temperature increase by
2100*: 2.4 ± 0.5°C
The current policies scenarios represents an intermediate scenario in which temperatures are more likely than not to
exceed 2°C, with significant resultant impacts to global climate systems. As part of the wider scenario development,
this IEA scenario considers existing climate and energy policies. This pathway involves significant decarbonisation in
the second half of the 21st Century.
Worst case scenarios
RCP
SSP
IPCC Climate Scenario:
RCP 8.5
Average global
temperature increase
by 2050*: 2.6 ± 0.4°C
Complementary
socioeconomic pathway:
SSP 5
Average global
temperature increase by
2100*: 4.3 ± 0.7°C
Under the worst-case scenarios, existing climate and energy policies are unsuccessful. These pathways will result in
significant increases in global GHG emissions without constraint. Under these warming scenarios physical risks are expected
to intensify substantially, whilst transition risks associated with policy changes are less likely to be present. Data for the
parameters was collected externally from the latest climate models for the above scenarios including:
• Physical Climate Models;
• EA World Energy Model;
• Integrated Assessment Models
• Specific reports for regional/sectoral projections, including the World Bank report on the Growing Role of Minerals
and Metals, the IEA’s report Global EV Outlook 2021 and McKinsey’s Shared Mobility report; and
• Review of relevant academic research papers including the IPCC’s 5th Assessment Report, the Physical Science Basis
and those referenced in the footnotes of this section.
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
43
GOVERNANCEFINANCIAL STATEMENTSSTRATEGIC REPORT
TASK FORCE ON CLIMATE-RELATED FINANCIAL DISCLOSURES CONTINUED
The nature of assessing CCR&Os
means that the assessment
undertaken is not without its
limitations. Some of the key challenges
through the process were associated
with the estimation of financial
materiality and use of climate
projections in the prioritisation of risk.
Furthermore, availability of physical
risk projections through established
climate models is limited (in some
cases) thus limiting the conclusion
that can be drawn related to these
risk factors. Additionally, there were
challenges in acquiring the relevant
financial data at suitable granularity
for use in materiality calculations.
Risks were assessed on the basis of:
Likelihood – the probability of a
climate-related risk or opportunity
taking place, considering outcomes
across all scenarios assessed. The
direction of travel of each relevant
scenario parameter was assessed
(i.e. whether under each scenario,
a parameter is projected to increase,
decrease, or not change).
• For transition risks and opportunities,
projections based on current
commitments and trends were
compared to the accelerated
transition aligned to a 2°C, Paris
Agreement aligned scenario.
• For physical risks and opportunities
this projection based on current
commitments and trends was
compared to a scenario with failure
of climate mitigation actions and
correspondingly high emissions.
We assessed likelihood using the
following categorisations:
• Very high – Strong alignment
between current policies and 2°C
scenario (transition risks) or worst-case
scenario pathways (physical risks);
• High – Good alignment between
current policies and 2°C or worst-
case scenario pathways, but 2°C
more ambitious and worst-case
more accelerated;
• Medium – Much greater change
expected under 2°C or worst-case
scenario, but trends are
directionally the same; and
• Low – Only expected under a 2°C
or worst-case scenario pathway
and not part of current trends/
trajectories.
Velocity – assessing the time period in
which the exposure to each CCR&O
is expected to become significantly
different to today. The purpose of this
measure is to assess how fast external
pressures are changing. Velocity was
assessed using the following time
horizons;
• Short-term – before 2025;
• Medium-term – between 2025 and
2030; and
• Long-term – beyond 2030.
Materiality – The annual financial
impact of each identified CCR&O
was estimated. The process for
assessing financial materiality started
with a collection and extrapolation of
relevant financial data. Subsequently,
the analysis focused on determining
the relationship between the scenario
parameter assigned to each CCR&O
and the impacted value driver from
the CCR&O. To understand and
compare the relevant materiality of
these financial impacts, thresholds
were developed based on the risk
management financial materiality
thresholds.
We carried out a high level
quantification exercise to assess the
potential materiality of each risk in
the longlist compared to one another.
This enabled us to rank risks to inform
shortlisted risks for further detailed
quantification in the future.
METRICS AND TARGETS
During the year, the GET and the
Board agreed to set science based
targets to reduce absolute scope 1
and scope 2 emissions by 46% by 2030
from a 2019 base year.
REDUCTION TARGETS FOR
SCOPE 1 & 2
Baseline
2020*
2021
Target
50,801
53,119
45,674
27,331
*
the figures for 2020 have been restated to
include a correction on vehicle fuel which
was incorrectly classified as scope 3 during
that reporting period.
To deliver the reduction in emissions,
regional plans have been agreed
which focus on the following
measures:
• Switching to renewable tariffs;
• Install solar PVs were possible;
• Implementing energy efficiency
measures;
• Increase the number of NEVs in
our owned fleet; and
• Reduce the amount of fossil fuel
in our operations
We will target net zero for scope 1 and
scope 2 emissions by no later than
2040 and are developing short-term
objectives to drive near-term actions.
During 2022, we will measure our
scope 3 emissions and assess
appropriate reduction targets. Further
details will be disclosed in next year’s
Annual Report and Accounts.
ASSESSING THE RESILIENCE OF
OUR STRATEGY
Over the next 12 months we will assess
the financial impacts and identify
responses to manage outcomes by:
• Performing a deep dive analysis
on priority CCR&Os to incorporate
into financial planning;
• Develop metrics to monitor existing
CCR&Os;
• Apply agreed scenarios to assess
how impacts play out and affect
KPIs and financial metrics;
• Carry out an assessment of the
resilience of the organisation
strategy, taking into consideration
different climate-related scenarios;
and
• Identify additional high-level
responses to protect and enhance
value creation.
44
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
LOCATIONS
DISTRIBUTION
Chile, Estonia, Guam, Kenya,
Latvia, Lithuania, Peru
RETAIL
Poland, Russia, UK
BMW GROUP
Our partnership with BMW Group is over 30 years strong
and has been a key focus for consolidated growth,
especially in the Baltic region where we now represent
the brand in all three countries: Estonia, Latvia and
Lithuania. In 2020 we were awarded the Distribution
contracts for MINI in Chile and for MINI and BMW Motorrad
(the brand’s motorcycle division) in Peru, consolidating
our position in those markets. As well as holding Distribution
contracts in South America, we also have significant
operations of BMW Group’s brands in our Retail-only
markets: UK, Poland and Russia.
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
45
FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORTSTRATEGIC REPORT
NON-FINANCIAL INFORMATION STATEMENT
NON-FINANCIAL
INFORMATION STATEMENT
ENVIRONMENTAL
MATTERS
EMPLOYEES
HUMAN RIGHTS
Environmental matters are considered
as part of the Planet pillar of the
Driving What Matters plan.
• The Health and Safety (H&S)
framework is designed to ensure
employees comply with relevant
environmental legislation.
Our employees are at the heart of
the People pillar of the Driving What
Matters plan, which aims to ensure we
have a safe operating environment
with an inclusive and diverse culture
and the best talent and skills for our
future success.
• The Group has set science based
• The Inclusion and Diversity
targets for scope 1 and 2 emissions.
Each region has developed their
own policies in order to achieve
these targets.
framework was developed on 2021.
• The H&S framework is designed to
protect the health and safety of
employees.
• Energy efficiency policies are also
• The Code of Conduct provides
implemented at local level .
The Planet Charter, which was
developed in 2021 is given on page 38.
guidance on the ethical behaviour
we expect from all employees.
• The whistleblowing policy provides
guidance to employees to raise
concerns without fear of reprisal.
The People Charter, which was
developed in 2021 is given on page 34.
We embrace, support and respect
the human rights of everyone we work
with and we comply with appropriate
human rights legislation in the
countries in which we operate.
• Employment policies are
implemented at local level and are
designed to protect employees’
human rights.
• The Modern Slavery statement
describes the actions taken in
respect of our supply chain.
Modern slavery training is rolled out
to those employees whose roles
and remit require additional focus
in this area.
The Modern Slavery statement is
available at www.inchcape.com.
POLICY IMPLEMENTATION
To ensure effective implementation of
our policies we communicate clearly
through employee induction, the
Group-wide intranet, updates and
briefings and via the Practices pillar of
the Driving What Matters plan.
The GET and the Board review certain
policies on an annual basis, such as
the Tax Strategy Policy, Risk Policy and
Delegated Authorities Policy. Other
polices are overseen at regional and
local level by the subsidiary
management teams.
46
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
Non-financial information
People
Places
Planet
Practices
Where to find more information
Responsible Business Report –
pages 34 and 35
CSR Committee Report –
pages 82 and 83
Directors’ Report – pages 106
and 107
Responsible Business Report –
page 36
Responsible Business Report –
page 38
TCFD – pages 40 to 44
Risk Management Report –
pages 48 to 55
Directors’ Report – page 106
Responsible Business Report –
page 37
Risk Management Report –
pages 48 to 55
The non-financial reporting requirements contained in sections 414CA and 414CB of the Companies Act 2006 are addressed in this section and by means of cross
reference. The Group’s business model is given on pages 2 and 3. The Group’s KPIs are stated on pages 20 and 21. Principal risks are given on page 50.
SOCIAL MATTERS
ANTI-BRIBERY AND
CORRUPTION
Social matters cover a vast range of
potential issues including responsible
business policies. We have in place
the following Group-wide policies:
• Tax strategy.
• Data protection/data privacy.
• Competition/anti trust.
It is important that the Group operates
to high ethical standards and
complies with all applicable laws.
To support this the Group has in place
the following policy statements:
• Anti-bribery and corruption.
• Anti-money laundering.
The Group’s tax strategy is available
at www.inchcape.com
The policy statements are available
at www.inchcape.com.
Social matters can also include the
impact on the communities in which
we operate. We do not have a global
policy covering community matters
as any initiatives are championed at
local level. Social matters form part
of the Places pillar of the Driving What
Matters plan.
The Places Charter, which was
developed in 2021, is given on
page 36.
Code of Conduct training is rolled
out to all employees, and bespoke
training, such as anti-bribery and
corruption, anti-tax evasion facilitation
and modern slavery are rolled out to
those employees whose roles and
remit require additional focus and
expertise in these areas.
The Internal Audit function monitors
policy implementation. Our
whistleblowing helpline, Speak Up!,
enables employees to raise concerns
confidentially and without fear of
reprisal, including non-compliance
with policies and procedures.
CODE OF CONDUCT
The Group’s Code of Conduct
was refreshed in 2021 to reflect the
Accelerate strategy and the Driving
What Matters plan and was
reviewed and approved by the
GET and the Board. The Code sets
out the behaviours and conduct
expected from all employees and
contains ethical decision-making
guidance highlighted through
‘Live It’ examples.
It is available in 19 languages and is
accompanied by an online training
module. Employees are expected
to complete the training every
two years, with senior managers
confirming on an annual basis that
they, and their teams, are aware
of and fully understand the Code.
New joiners are expected to
complete the Code of Conduct
training within four weeks of joining
the business. Where employees
do not have access to a computer,
they are made aware of the Code
through various non-digital means.
It is important to the Board to
maintain a reputation for high
standards of business conduct.
During 2021, the Board also
approved a new Supplier Code
of Conduct which sets out the
behaviours we expect from our
suppliers. The Supplier Code of
Conduct aligns with the Group’s
Policy Statements on anti-bribery
and corruption and modern slavery,
providing a strong governance
framework in which to do business.
READ MORE Both Codes of
Conduct are available at
www.inchcape.com.
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
47
GOVERNANCEFINANCIAL STATEMENTSSTRATEGIC REPORT
RISK MANAGEMENT
ACCELERATING
RISK MANAGEMENT
Our industry is transforming on an unprecedented scale. Structural changes are underway,
with new routes to market opening up. Digitalisation is removing barriers to entry and enabling
us, and our competitors, to rapidly scale up business models and enter new sectors of our
value chain. Climate change is driving the transformation of vehicle drivetrains and presents
us with a wider set of opportunities and new risks.
A CHANGING BUSINESS
ENVIRONMENT
Consumers expect the same levels
of convenience, service and online
interaction in automotive that they
have experienced elsewhere. The
post-pandemic economic rebound
is testing supply chains in all sectors
around the globe, including
automotive. The potential for the
rapid growth of shared ownership
models, fully autonomous vehicles
and fully connected cars remains,
even if they still lie some way ahead.
Within Inchcape, we are responding
to these changes by deploying our
refreshed strategy – Accelerate – at
pace. This is transforming our value
protection, core processes and
back-office activities. Our stakeholders
expect Accelerate to be executed
responsibly, and ethically, with due
care for our people, our planet,
and the places in which we operate.
More than ever, our approach to risk
management and internal control
needs to reflect these trends while
actively supporting the rapid
deployment of Accelerate and our
Responsible Business agenda. In 2021,
we launched a refreshed enterprise
risk management programme to
do just that – to focus on the risks
that matter.
Using the updated approach, our
operating companies, Group functions
and major change programmes
conducted risk assessments and action
planning for the most significant risks to
the delivery of the Accelerate strategy
and to their related objectives and
plans. The Group Executive Team
and the Board reviewed the Group’s
Principal and Emerging Risks and Risk
Appetite in July and November 2021.
Table 1: How the changing external and internal business environment is reflected in our risk profile
Changes in the business environment
Related principal risk(s) (see page 50)
Related emerging risks (see page 55)
Accelerating digitalisation and
disruptive automotive trends
(Connected vehicles; autonomous
driving; shared mobility; electrification)
Climate change
Electric vehicle supply and demand;
People: future skills
Shared mobility; technology vendor
landscape; maintaining new OEM
relationships
Electric vehicle supply and demand;
margin pressure; health, safety,
environment
Availability of rare earth materials;
government restrictions on car usage;
extreme weather patterns; developing
and growing new OEM relationships
Consumer expectations of service
and digital capability
Change delivery
Covid-19
Deployment of Accelerate – our
refreshed strategy
Growing economic recovery
Covid trading restrictions; health,
safety environment; political risk
foreign exchange volatility
Change delivery; acquisition ROI
Supply chain disruption; People:
retention; skills; foreign exchange
volatility
Future pandemic (increased frequency
or severity)
Inflation and interest rate growth, incl.
salary; inflation; economic slowdown
Increased pressure on OEM margins
and structural changes in the route
to market
Loss of a distribution agreement; margin
pressure; new market entrants; change
delivery
Developing and growing new
OEM relationships
People:
– New ways of working;
– War for talent (as economies recover)
People: engagement, retention;
People: future skills; health, safety,
environment
Stakeholder expectations of a
responsible business
Electric vehicle supply and demand;
People: engagement, retention; health,
safety, environment; political risks; legal
and regulatory compliance; fraud
People: inclusion and diversity
People: inclusion and diversity
48
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
OUR APPROACH TO RISK MANAGEMENT
AND INTERNAL CONTROL
Inchcape deploys three lines of defence to manage risk, overseen by
the Board and its Committees. During 2021, we refreshed our approach to
Enterprise Risk Management and embedded the new framework for internal
control. Our Risk Management framework brings this and other data points
together to provide a summary view of risk and control. The Executive and
Board review the Group’s Principal and Emerging Risks and Risk Appetite
twice per year. The Audit Committee reviews the effectiveness of the systems
of risk management and internal control at least annually.
BOARD, AUDIT
COMMITTEE AND
GROUP EXECUTIVE TEAM
Sets strategy; sets risk appetite;
reviews principal and emerging
risks twice per year; reviews
system of risk management
and internal control.
RISK, CONTROL
AND ASSURANCE
DATA
1ST LINE
2ND LINE
3RD LINE
• Front line business
operations.
• Implement
strategy, policies,
procedures and
controls.
• Primary
responsibility for risk
identification and
assessment.
• Manage risks on a
day-to-day basis.
• Corporate
functions.
• Independent
assurance.
• Set policies and
• Tests the design
procedures.
• Monitor risks and
controls.
• Oversee risk
improvement
programmes.
and effectiveness
of policies,
procedures and
controls
implemented by
the 1st and 2nd lines.
RISK APPETITE
A cornerstone of the Group’s
approach to risk management is
the Board’s determination of its risk
appetite. This definition provides
direction to all areas of the Company
on acceptable levels of risk and when
further action should be taken to
reduce risk. In July and November,
the Board considered its risk appetite
in relation to each of the Group’s
principal risks. Risks were allocated
to one of three acceptable levels
of exposure (aligned to the risk
heatmap), indicating tolerable
levels of risk:
HIGHER APPETITE FOR RISK
We are prepared to (or may have
to) accept elevated levels of risk
exposure (even after mitigation is
applied). We will tolerate these risks
being in the upper
dark blue area of the heatmap.
B – Supply chain disruption
C – Covid-19
I – Change Delivery
M – Acquisition ROI
MEDIUM APPETITE FOR RISK
We are prepared to accept moderate
levels of risk in this area (after mitigation is
applied). We aim to keep these risks in the
mid-blue area of the heatmap. We will
take action to reduce risk levels if they are
above the mid-grey area of the heatmap.
D – People: engagement, retention
E – Political risk/social unrest
G – Margin pressure
H – OEM: Loss of distribution contract
J – People: future skills
K – New market entrants: new business
models or technology
L – EV: Supply and demand
N – Loss of technology systems (non-cyber)
P – Foreign exchange volatility
LOW APPETITE FOR RISK
We have little appetite for risk exposure in
these areas. We aim to keep these risks no
higher that the lower light-grey area of the
heatmap. We will take action to reduce risk
levels if they are above the light-grey area.
F – HSE: Health, safety or environmental
incident
O – Financial reporting, fraud
Q – Legal and regulatory compliance
PRINCIPAL RISKS
The Group’s principal risks are
summarised in the heatmap on
page 50.
An updated heatmap (5x5) and set of
rating scales were introduced in 2021.
Increases or decreases are based
on business assessments of risk trends,
rather than direct comparisons to
previous risk scores.
Risks are shown on a ‘net’ basis,
taking into account existing mitigation
measures.
The following risks were removed from the list of principal risks during 2021:
2020 Principal Risk – Removed
Commentary
Brexit
Risk materialised without significant
impact.
Credit retrenchment impacts demand Risk was linked with the economic
impacts of Covid-19, which have
not materially impacted the supply
of credit. Risk reduced. Monitored
as a potential emerging risk.
Portfolio optimisation
Growth in mobility solutions
Risk reduced in light of the improved
performance of Retail businesses and
redefined strategic priorities in the
Group’s Accelerate strategy.
The growth of these solutions was
slowed by Covid-19. Risk reduced.
Monitored as a potential emerging risk.
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
49
GOVERNANCEFINANCIAL STATEMENTSSTRATEGIC REPORT
CLIMATE CHANGE RISKS
AND OPPORTUNITIES
Managing our climate-related risks
and opportunities (CCR&Os) supports
delivery of our Accelerate strategy
and forms part of our Responsible
Business agenda (see page 33).
In 2021, working with a specialist
external advisor, we completed
an initial assessment of CCR&Os,
indentifying approximately 200
physical and transition risks and
opportunities. In addition, we
benchmarked our current practices
for identifying, assessment and
managing CCR&Os against good
practices in a range of industries,
including specialist distribution
and automotive.
In the near-term, the Company may
face commercial risks as it seeks to
accurately align the supply of electric
vehicles with changing market
demand (see Principal risk L, ‘EV
supply and demand’). In addition,
the transition to electric vehicles may
temporarily put pressure on margins
achieved per EV, as our OEM partners
invest to make the switch to an
electrified drivetrain. This margin
pressure (see risk ‘G’) could be passed
onto our businesses, or it could lead
to the development of new routes
to market or (lower margin) business
models. The Accelerate strategy
is designed to address these issues.
Over the medium to longer-term,
there are potentially emerging supply
chain risks relating to the availability
of rare earth materials for EV batteries;
and increased physical risks in the
forms of more frequent or intense
flooding, wildfire and heat stress.
These medium to longer-term risks
cannot yet be quantified with
certainty and form part of our list
of emerging risks. The Company is
reviewing its business continuity
arrangements to address these and
other events, should they materialise.
The output from this initial work is
being integrated into our Enterprise
Risk Management framework, such
that CCR&Os can be re-assessed
repeatedly each year.
RISK MANAGEMENT CONTINUED
The following risks have been redefined during 2021:
2020 Principal Risk
Digitisation
Disruption: go to market model
Electrification
2021 Principal Risk
Change Delivery
New market entrants with
new business models
EV Supply and Demand
Legal and regulatory change
Legal/regulatory compliance*
*This change is incorporated as an underlying cause of compliance risks.
HEATMAP OF PRINCIPAL RISKS
(‘Net’ risk position with existing mitigation)
H
G
F
O P
I
L
J
K
M N
Q
A
C
D
E
B
l
a
c
i
t
i
r
C
r
j
o
a
M
e
t
r
a
e
d
o
M
r
o
n
M
i
l
T
C
A
P
M
I
i
a
m
n
M
i
Rare
Unlikely
Possible
Likely
Almost
certain
LIKELIHOOD
A
B
C
D
E
F
Cyber security incident
Supply chain disruption
Covid-19
People: engagement, retention
Political risk/social unrest
HSE: Health, safety or
environmental incident
G Margin pressure
H
I
OEM: loss of Distribution contract
Change Delivery
J
K
L
M
N
O
P
Q
People: future skills
New market entrants: new
business models or technology
EV supply and demand
Acquisition ROI
Loss of technology systems
(non-cyber)
Financial reporting, fraud
Foreign exchange volatility
Legal/ regulatory compliance
Key:
Risk to operational delivery
Risk to strategic growth
New/redifined
Increasing
Decreasing
Climate
50
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
Cyber security risks remain a priority
for the Group. In 2021, the Group
launched a multi-year security
improvement programme,
recognising the constantly-changing
nature of the threat and the
importance of technology to the
Group in the future.
Risks of supply chain disruption
have increased and are expected
to continue well into 2022. The Group
has well-established planning
procedures and the strength of our
OEM relationships has enabled the
Company to offset volume impacts
through margin improvements, to
date. Despite these measures, we
expect headwinds from product
shortages and further volatility
through 2022.
The risk of further Covid-19 business
interruption and trading restrictions
remains material, although we
recognise some reduction in this risk
as vaccination programmes take
effect and we continue to improve
our ability to trade in the current
environment.
Climate change underlies two of
our principal risks, both related to
the electrification of the drivetrain.
As markets ultimately transition to
electric vehicles (EVs), all distributors
and retailers will be challenged to
align EV supply with changing
market demand. The increased
costs of EV transition will need to be
recovered, potentially through a
reordering of routes to markets and
different business models, which may
lead to temporary pressures on our
margins. The changing climate
presents a larger set of emerging risks
(see page 55).
We continue to expand our focus
on mental health within our Health,
Safety and Environmental (HSE)
programme, as our colleagues
around the globe manage disrupted
ways of working in light of the
pandemic. This risk will remain a
priority as the Group works through
a multi-year programme of
improvement and cultural change
(in all areas of HSE).
The potential for disruption from a
range of political risks is increasing
in Africa, Europe and Russia, and Asia.
Contingency measures are in place.
As we go through a period of
accelerated business change,
we may experience a heightened
people risks. This may be in the form
of challenges to secure the skill sets
needed for our future business; or
reduced engagement and increased
attrition as change is delivered
and workload increases. This is
exacerbated by increased
competition for the best talent
as economies recover. The Group
regularly monitors employee
engagement levels and develops
action plans. Updated mental health
programmes have been introduced
and are subject to continual review
and improvement to address
emerging issues.
The materialisation of any of the risks
shown on the heatmap could have
an adverse effect on the Group’s
results or financial condition. If more
than one of these risks occur, the
combined effect may be
compounded. Various strategies are
employed to reduce these inherent
risks to an acceptable level. These
are summarised in the tables on the
following pages. The effectiveness
of these mitigation strategies can
change over time, for example with
the acquisition or disposal of
businesses. Some of these risks remain
beyond the direct control of
management. The Risk Management
programme, including risk
assessments, can therefore only
provide reasonable but not absolute
assurance that risks are managed
to an acceptable level.
In addition to regular reviews of strategy and operational performance (and associated risks), our governance committees
have reviewed the following topics relating to the Group’s Principal Risks:
Board
Audit Committee
Group Executive Team
January
Legal and regulatory risks; Cyber;
Covid-19; Strategy: Disruptive
industry trends; Acquisition ROI
n/a
February/
March/April
Viability: Loss of distribution
agreement and cyber (financial
impacts)
Internal controls (fraud, financial
reporting, technology systems risks)
May
July
Health, safety, environment;
Strategy: disruptive trends, EV
supply and demand
Cyber security; Internal controls
(fraud, financial reporting,
technology systems risks)
Principal and Emerging Group
Risks; Risk Appetite; Financial
forecasts: supply chain disruption
Internal controls (fraud, financial
reporting, technology systems risks)
September/
October
Health, safety, environment
n/a
November/
December
Strategy: Disruptive industry
trends, change volume and major
programme delivery; Principal
and Emerging Group Risks; Risk
Appetite; Climate-related risks and
opportunities
Effectiveness of risk management;
Internal controls (fraud, financial
reporting, technology systems
risks); Cyber security
Change delivery; Covid-19
People update; Climate (carbon
emissions; risk assessment);
Change delivery; Acquisition ROI
(M&A)
Health, safety, environment;
Supply chain; People: future skills
Climate-related risks and
opportunities; Principal and
Emerging Group Risks; Risk
Appetite; Cyber; Change Delivery
Health, safety, environment;
People risks (employee survey);
Supply chain disruption
(semiconductors); Cyber security;
Legal and regulatory compliance;
Change delivery; People: future
skills; Climate (carbon emissions)
Principal and Emerging Group
Risks; Risk Appetite; Change
delivery; People
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
51
GOVERNANCEFINANCIAL STATEMENTSSTRATEGIC REPORT
RISK MANAGEMENT CONTINUED
PRINCIPAL RISKS
Of the principal risks assessed, the following have the highest relative impact or likelihood
scores and are assessed as the most significant ‘net’ risks, after mitigation has been applied.
A) CYBER SECURITY
INCIDENT
B) SUPPLY CHAIN
DISRUPTION
F) HEALTH, SAFETY,
ENVIRONMENT
[No leaf]
DRE, VLS,
M&A
[No leaf]
DRE, VLS,
[Leaf]
DRE, VLS,
M&A
K
L
N
Disruptions to product availability have
increased in all businesses, driven by
a worsening shortage of a range of
components, including semiconductors.
This has led to reduced distribution
volumes, a shortage of vehicles
available for sale and delays or
cancellations of customer orders.
Some of these shortages have been
exacerbated by Covid-19 and the
growing global economic recovery,
however, others are structural in nature.
Disruption and component shortages are
expected to continue throughout 2022.
MITIGATING ACTIONS
• Close liaison with our OEM partners.
• Inventory planning processes.
• Close monitoring and management
of margins.
These measures have to date enabled
us to largely manage these disruptions,
although the risk will remain material
throughout 2022.
As we invest in our digital capability,
gather and hold more data and rely
ever more heavily on technology
platforms, we open up new
opportunities for cyber attacks, many
of which are well-funded and well-
organised. Attacks can be aimed at
accessing confidential data, extracting
money, or causing business interruption.
The Group is developing new
technology platforms and digital
capabilities, which underpin our
Accelerate strategy.
MITIGATING ACTIONS
• Benchmarking exercise.
• Multi-year security improvement
programme launched as an integral
component of Accelerate, our
refreshed strategic plan.
• Chief Information Security Officer
appointed.
The initial phase of work has established
the Group’s cyber security strategy and
resourcing and has introduced tactical
measures to reduce malware, DDoS and
phishing exposures. Training has been
delivered to the Board and Group
Executive Team, and to managers
throughout the organisation. Immediate
next steps include the development
of enhanced asset inventories; more
detailed risk assessments and
improvements to the business continuity
plan and disaster recovery capability
in 2022.
The Group’s activities include manual
activities and the operation of
machinery and vehicles, sometimes in
confined spaces. These activities expose
our colleagues to the risk of serious or
fatal injury. The use of and disposal of
chemicals and other substances risks
harm to the environment. Our
colleagues’ mental and physical
wellbeing could be harmed as a result
of continued remote working, workload,
organisational restructuring or as a result
of external factors.
The Group places significant emphasis
on the wellbeing of our employees and
this is reflected in the relatively high
priority given to this risk in our assessment
method. In the longer-term, this risk may
be exacerbated by the physical risks
presented by a changing climate
e.g. extreme weather events.
MITIGATING ACTIONS
• Ongoing implementation of a series
of 10 Group-wide risk mitigation.
programmes.
• Common set of HSE KPIs.
• Standardised technology platform
to provide a consistent view of HSE
performance.
• Regular review of performance by
Group Executive Team and Board.
These programmes are designed to
cover our highest risk areas, including
the management of hoists, traffic,
chemicals and electricals, along with
working at height. This year, additional
focus has been placed on mental
health and management of contractors.
All of these HSE programmes are
applied to newly acquired operations,
where performance is monitored as
soon as practical post-completion.
RISK LEVEL WITH CURRENT
MITIGATION
RISK LEVEL WITH CURRENT
MITIGATION
RISK LEVEL WITH CURRENT
MITIGATION
Impact:
Major
Likelihood:
Likely
Trend:
Impact:
Moderate
Likelihood:
Almost
certain
Trend:
Impact:
Major
Likelihood:
Possible
Trend:
52
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
G) MARGIN PRESSURE
[Leaf]
DRE
H) LOSS OF A
DISTRIBUTION
CONTRACT
[No leaf]
DRE
A
F
In response to a changing climate,
our OEM partners are developing new
ranges of electric vehicles (EVs). For most
manufacturers, EVs are more costly
to produce and offer lower margins
compared to vehicles powered by
internal-combustion engines (ICE). Our
OEM partners are having to invest heavily
in retooling to develop new models and
platforms. In some cases, EVs may not
be profitable at all. It may take several
years for this situation to improve.
As EV market share grows, supported by
government incentives, there is a risk
that lower margins will be available to
all participants in the value chain,
including distributors and retailers, such
as Inchcape.
MITIGATING ACTIONS
The Group’s refreshed strategy,
Accelerate, is designed to address this
risk in three ways:
• Through a compelling offering to our
OEM partners known as Distribution
Excellence by transforming the route
to market via the development of
a consistent, technologically-
advanced, low-cost, low-carbon
distribution and retail offering;
• Through Vehicle Lifecycle Services
– enabling the Group to capture new
sources of value throughout the
vehicle and customer lifetime; and
• Through expanded M&A, enabling
our growth into new, margin-accretive
markets and with potentially new
OEM partners.
The Group has individual distribution
contracts, several of which have been
in place for many years. The loss of
such contracts would have a significant
impact on revenue and profit, as well
as future growth opportunities. The
cancellation of a number of smaller
contracts at the same time could have
a similar impact. The underlying factors
which could contribute to this risk may
include:
• Unattractive value proposition for
OEM partners;
• Failure to meet OEM standards;
• Non-compliance with the terms
of distribution agreements;
• Failure to deliver growth strategy;
• New competitors;
• Major operational incident, e.g.
cyber incident, fraud.
MITIGATING ACTIONS
The Group’s refreshed strategy,
Accelerate, is designed to address this
risk in three ways:
• Through a compelling offering to our
OEM partners known as Distribution
Excellence – transforming the route
to market via the development
of a consistent, technologically-
advanced, low-cost, low-carbon
distribution and retail offering;
• Through Vehicle Lifecycle Services –
enabling the Group to capture new
sources of value throughout the
vehicle and customer lifetime (and
potentially offsetting the impact of
a loss of any one contract); and
• Through expanded M&A, diversifying
our contract base across more markets
and potentially more OEM partners.
RISK LEVEL WITH CURRENT
MITIGATION
RISK LEVEL WITH CURRENT
MITIGATION
Impact:
Major
Likelihood:
Possible
Trend:
Impact:
Major
Likelihood:
Rare
Trend:
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
53
GOVERNANCEFINANCIAL STATEMENTSSTRATEGIC REPORT
RISK MANAGEMENT CONTINUED
OTHER PRINCIPAL RISKS
The following principal risks were also identified:
Ref #
Risk title
Description and impact
Trend
Key mitigating actions
C
Covid-19
pandemic
DRE,
VLS,
M&A
The possibility of continued or more severe
incidences of Covid-19, along with continued
restrictions on movement and commercial
trading. The re-emergence of the new variants
in markets is unpredictable, and may lead to
a subsequent delayed economic recovery. A
worsening of the current situation may again
impact the Group’s global trading performance
and cash flows. It may lead to increased
pressure on margins; reduced capital availability
for both the Company and for our customers;
and supply chain interruptions. This risk remains
material, but has been reduced to reflect the
deployment of vaccination programmes and
our increased experience in operating through
periods of restricted movement or trading.
Following the global pandemic and the business
transformation underway, there is a risk of
increased wellbeing issues (driven by workload
and working arrangements) and of ‘change
fatigue’. As economies return to growth, there
will be increased competition for key skills.
The Group operates in markets, where there may
be greater volatility in the political, economic
and social environment, for example in, and
adjacent to: Latin America, Russia, Ethiopia and
Hong Kong. This may threaten the safety of our
employees and disrupt business operations.
Delivery of our strategic priorities is rapidly
transforming many aspects of our business. There
is a risk that we lack the capacity to deliver the
total portfolio of business change at pace while
maintaining expected performance levels.
Success depends on delivery of a number of
enabling programmes, including improving our
omni-channel; data and analytics capabilities;
and back office and customer-facing systems
capabilities. If these programmes are affected
it could result in delays or increased costs.
As we transform our business, we need new skills
and capabilities, relating to digital marketing
and data analytics; M&A; used car retailing;
change management and leadership skills.
These skills are in demand across many industries
and may be harder to recruit and retain.
New competitors may enter our markets with
new business models and/or new technology,
leading to a fall in revenue or a gradual
degradation of margins. Examples include the
growth of direct online retail, subscription/rental
models, mobility solutions or combined EV and
charging packages.
A range of local market measures were
introduced in 2020, enabling us to respond
to changing levels of infection and trading
restrictions. This included:
• The formation of dedicated pandemic
response teams;
• Measures at all sites to reduce infection risk;
• Working from home rules;
• A wellbeing programme to support colleagues
through the pandemic and increased
frequency of employee surveys and customer
communications;
• Enhanced monitoring of working capital;
• Delayed discretionary spend where needed to
reflect market conditions; and
• Accelerated roll-out of digital trading
capabilities.
• Employee experience surveys followed
by analysis and action planning at senior
management level.
• Wellbeing programmes and support.
• Enhanced career development programmes.
• Pay and reward reviews and benchmarking.
• Close monitoring of political situation in higher-
risk markets.
• Business continuity planning.
• Collaboration with OEM partners on stock
allocation flexibility.
• Expansion of digital trading capabilities.
• Oversight by the Group’s Transformation
Committee, supported by Portfolio
Management tool to track status.
• Ongoing reviews and reprioritisation of
initiatives to ensure focus on strategic
imperatives.
• Programme and project management,
supported by consistent software tool.
• Risk and issue management.
• Oversight by Steering Committees and
reporting to senior management.
• Development of in-house capability (Digital
Delivery Centres).
• Strategic resource planning & recruitment.
• Training & development programmes, e.g.
digital academies.
• Salary benchmarking.
• Existing value proposition: digitisation and
enhanced omnichannel offering.
• Cost efficiencies and economies of scale
passed to end consumers.
• Monitoring of competitor activity.
• Brand profile and service levels.
• Diversification of brand relationships,
geographies and revenue streams.
People:
engagement
and retention
DRE,
VLS,
M&A
Political risk/
social unrest
Change
delivery
DRE,
VLS,
M&A
DRE,
VLS,
M&A
People:
future skills
DRE,
VLS,
M&A
New market
entrants
DRE
D
E
I
J
K
L
EV Supply and
Demand
DRE
Risk of misalignment between market uptake of
EVs and OEM EV supply leading to lost market
share if we are unable to meet demand, or
conversely, to increased costs if we stock EVs for
which there is not yet demand.
Redefined
• Monitoring of emerging EV-related legislation
in each market.
• Close liaison with OEMs to understand their
ambitions and feedback on the EV readiness
of individual markets.
54
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
Ref #
Risk title
Description and impact
Trend
Key mitigating actions
M
N
O
Acquisition
ROI
M&A
Loss of
technology
systems
(non–cyber)
DRE,
VLS,
M&A
Financial
reporting
and fraud
DRE,
VLS,
M&A
P
Foreign
exchange
DRE,
VLS,
M&A
Q
Legal,
regulatory
compliance
DRE,
VLS,
M&A
Inorganic growth will form an increasingly
important role in growing the Group’s PBT. As
M&A activity accelerates, future transactions
may become larger and more complex. M&A
activity will be undertaken in regions which may
have had relatively little exposure to this.
The Group relies on a diverse and complex
range of technology systems, some of which
have been operating for a number of years.
These systems may be prone to interruption
or failure, e.g. due to issues such as hardware
failure, software glitches, systems complexity or
capacity or the management of changes.
The Group may be subject to fraud or its
financial reports may be misstated either in
error or deliberately. The Group is currently
reorganising aspects of its financial reporting
and control arrangements. Once established,
these new ways of working will provide a
more robust environment, with reduced risk.
There is, however, an inherent and temporarily
increased risk of delayed or inaccurate
reporting, or fraud during the transition.
With a geographically diverse structure and
transactions in multiple currencies, Inchcape
is exposed to movements in exchange rates
differences which affect results. Exposures exist
particularly in Australia (AUD vs JPY) , Ethiopia
(ETB vs USD) and in South America (JPY and
USD vs CLP). Additionally, our results and
asset values are translated back from local
currencies to GBP for consolidated reporting,
which can lead to year-on-year fluctuations in
asset values.
This risk relates to our ability to meet the
standards required in our diverse markets.
Key legal and regulatory obligations relate
to anti-bribery and corruption, privacy,
competition, anti-money laundering and the
distribution and sale of finance and insurance
products. Other areas of risk relate to the terms
of our distribution and retail contracts; and
contractual risks assumed during acquisitions.
• Pipeline of opportunities.
• Experienced M&A teams at Group and
in Regions.
• M&A playbook.
• Post-merger reviews and audits.
• Board review of larger transactions.
• Consolidation of existing systems.
• Physical and logical security in place with
active monitoring for core systems.
• Cloud-hosting, incident management, disaster
recovery and continuity plans.
• IT General Controls in place and audited.
• Availability criteria in service level agreements.
• Established financial control framework.
• Defined programme of work to document
controls and owners through the transition.
• Monthly monitoring of control performance.
• Change management and staff retention
arrangements to enable a smooth transition.
• Established Group and Regional Shared
Service Governance including Stage Gate
sign off; Internal Audit Assurance Reviews;
Group and Regional Controls oversight.
• Treasury policy and hedging strategies.
• Central treasury function and regional treasury
centres (in relevant regions).
• Monthly monitoring of foreign exchange
impacts and hedging positions.
• Group-wide Code of Conduct, with
associated training.
• Market-level policies and procedures,
supported by Group-wide policies for higher
risk areas.
• Nominated legal representative and/or
retained counsel in major markets to monitor
existing and emerging legislation.
• Online training for specific regulations.
EMERGING RISKS
Emerging risks have been identified in a number of ways: through our strategic re-planning process; through analysis of external publications (including
peer and OEM risk disclosures); through dedicated risk studies (e.g. climate risk and opportunity assessments); and through the regular discussions
and analysis which take place as part of our updated risk management framework, including with the Board. By considering and monitoring we can
appropriately respond to such risks, preparing contingency plans or adjusting our operations and Group strategy as required.
Climate-change related
Macro-economic
Technological
Other
Reporting regulation
compliance
Interest rate rises
CASE: growth of connected and
autonomous vehicles
Developing and growing new
OEM relationships
Vehicle-related legislation
Cost inflation, incl. salary costs
CASE: growth of shared mobility
New pandemic
Rare-earth materials and
battery supply shortages
Economic slowdown
Changing technology vendor landscape
Regional conflicts disrupt
semiconductor supply
Government car restrictions
Retrenchment of consumer credit
Increased automation of cyber attacks
Extreme weather patterns
International tax reforms
Growth of Bitcoin usage in markets
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
55
GOVERNANCEFINANCIAL STATEMENTSSTRATEGIC REPORT
RISK MANAGEMENT CONTINUED
VIABILITY STATEMENT
The Directors have assessed the viability of the Group
by reference to the Group’s current financial position,
its recent and historical performance, current forecasts of
future performance, its business model (page 2), strategy
(page 4) and the principal risks and mitigating factors
(page 48). The Board regularly reviews the Group’s
performance, cash flow projections and funding
requirements to ensure that the Group has sufficient
liquidity to fulfil its financial obligations. The diagram below
illustrates the variety of relevant time horizons.
The Directors consider three years to be the most
appropriate period for the viability assessment as it strikes
a balance between the different time horizons used to
manage the business and for which detailed financial
forecasts exist, and is a reasonable period for a shareholder
to expect a distribution business to be assessed.
Our financial planning process incorporates an Annual
Operating Plan (AOP) for the next financial year, together
with financial forecasts/models for the remaining years
covered by the Viability Assessment. These financial
forecasts/models consider the Group’s profitability,
gearing, cash flows and other key financial metrics over
the period to December 2024. These metrics are subjected
to sensitivity analysis, in which a number of the main
underlying assumptions are adjusted and tested to
consider alternative risk-based scenarios. Using the Group’s
most significant risks, unlikely but realistic worse-case
scenarios are created and their impact projected onto the
three-year projections. The scenarios modelled were as
follows: (i) a major cyber incident in a core market resulting
in business interruption (loss of revenue and gross profit) and
remedial costs (additional operating expenses) in 2022; (ii)
further periods of Covid-19 restrictions similar in nature and
impact to those seen both in late 2020 and early 2021,
impacting half of the Group’s markets simultaneously for
a period of time in 2022; (iii) a reduction in new vehicle
sales due supply chain disruption, impacting gross profit in
the second half of 2022 and the first half of 2023; (iv) the loss
of material distribution arrangements from the beginning
of 2023 impacting both profits and working capital; and
(v) digital disruption to our markets and pricing impacting
margins in our Aftersales business in 2023 and 2024.
These risks have been modelled individually and
concurrently, i.e. assuming all five materialise during the
three-year period. Modelling these risks tests the Group’s
ability to withstand a material reduction in revenue
(distribution contract loss, supply chain risks, and Covid-19
restrictions); a material degradation in margins (digital
disruption) and the impact of an unexpected operational
expense (cyber attack). The viability scenario also assumes
that a portion of uncommitted inventory financing facilities
is withdrawn. The testing recognises that some mitigating
actions would remain available to management to
partially mitigate the impact of these risks, including
reductions in operational and capital expenditure and
shareholder returns.
In the most severe scenario modelled, the test indicates
that the Company would not breach the single financial
(interest) covenant on its committed facilities. Details of the
Company’s financing arrangements can be found in note
23 to the financial statements on pages 168 to 169.
Based on the outcomes of the scenarios and considering
the Group’s financial position, and principal risks, the
Directors 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. The
Directors’ statement regarding the adoption of the going
concern basis for the preparation of the financial
statements can be found on page 125.
1 Year
Viability
(3 years)
5 years
10 years
Detailed financial
forecasts
Currency hedging
Succession planning
Target Setting for Long Term Incentive plans
New vehicle replacement in
mature markets
Impairment
modelling
Strategic planning
Financing considerations
Average remaining lease life
Investment planning
Pension obligations
56
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
+
LOCATIONS
DISTRIBUTION
Argentina, Australia, Chile,
Colombia, New Zealand, Peru
SUBARU
Inchcape’s Distribution partnership with Subaru
is one of the most important in our portfolio and an
example of the close collaboration between the Group
and our brand partners. We distribute and operate the
brand in Australia, maintaining Subaru’s highest share
globally in that market. Subaru was the OEM brand
central to our first significant expansion in South America
in 2016 which has helped to create a platform for further
growth in the region.
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
57
FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORTSTRATEGIC REPORT
LOCATIONS
RETAIL
UK, Russia
VOLKSWAGEN GROUP
Inchcape has a retail-only partnership with VW Group and
represents the core VW brands as well as the performance
marque Porsche. Our VW Group relationship extends
to over 30 years and we are present today as a Retail
operator in the UK and Russia.
58
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
GOVERNANCE
60 Chairman’s Statement
70 Board of Directors
72 Corporate Governance Report
84 Directors’ Report on Remuneration
104 Directors’ Report
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
59
FINANCIAL STATEMENTSSTRATEGIC REPORTGOVERNANCE
CORPORATE GOVERNANCE
CHAIRMAN’S
STATEMENT
DEAR SHAREHOLDERS AND
STAKEHOLDERS
I am pleased to present the Corporate
Governance Report for the year ended
31 December 2021. The next few sections
explain how the Board and its Committees
have discharged their duties throughout
the year and I hope you find it informative.
LOOK BACK OVER 2021, ACCELERATE STRATEGY,
RESPONSIBLE BUSINESS
As the automotive industry continues to undergo a period
of immense change, the Board focused on the refreshed
Accelerate strategic plan which was rolled out across the
Group in 2021. The Board spent time agreeing the activities
required to achieve our strategic ambition and defining
the financial benefits we anticipate Accelerate will deliver.
Further information on the Board’s decisions can be found
on page 72 and details of the Accelerate strategy are
given on pages 4 and 5.
Also rolled out in 2021, was the Driving What Matters plan
(Plan) which was developed alongside the Accelerate
strategy and underpins our purpose. The Plan is built on
four strategic pillars: People, Places, Planet and Practices.
The Plan has a global workstream for each of the pillars
whose remit is to identify key priority actions in both the
short, medium and longer term. The CSR Committee has
updated its terms of reference and will have oversight of
performance against objectives, reporting to the Board
on progress throughout the year.
I am excited by both the Accelerate strategy and the
Plan and the enthusiasm by which they have both been
adopted by our colleagues. It is by delivering this holistic
approach to our ambitions that we can achieve our
purpose and deliver long-term value for stakeholders.
60
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
BOARD CHANGES
Nayantara Bali joined the Board as a Non-Executive
Director in May 2021. Nayantara is currently director and
co-owner of ANV Consulting Pte, a boutique management
consultancy and has held several senior global positions
during her career at Procter & Gamble giving her extensive
international skills and knowledge. Nayantara is based
in Singapore. As announced in January 2022, I am also
delighted that Sarah Kuijlaars has joined the Board as a
Non-Executive Director. Sarah is currently Chief Financial
Officer and Executive Director of De Beers plc and was
previously a Non-Executive Director at Aggreko plc.
I am sure both Nayantara and Sarah will be valuable
additions to the Board during this period of change for
the industry.
Till Vestring prolonged his tenure to assist with the
recruitment process and induction on Nayantara which
we are grateful. However, he intends to step down at
the 2022 AGM and I would like to thank him for his excellent
contribution to the Board and to the Company.
TASK-FORCE ON CLIMATE RELATED FINANCIAL
DISCLOSURES (TCFD)
TCFD reporting became mandatory for UK listed
companies in 2021 and the Board has spent time assessing
how climate change will impact the business over the
coming years. This is of increasing focus, and of upmost
importance, with urgent action needed by governments,
businesses and individuals alike. Various aspects of the
impact of climate change have been a topic of
conversation by the Board for many years as we have
discussed the move to alternative powertrains and what
this will mean for our OEM brand partners, our customers,
our employees and of course our business model over the
longer term. However, the work carried out during the year
to enable us to comply with the recommendations of TCFD
have helped focused our thoughts on our business model
vulnerabilities, and resilience, and how these can be
managed effectively in the long-term. Climate related
issues will be considered by the Board on an ongoing
basis as the rapidly evolving subject progresses over time.
Further details are given on pages 40 to 44.
LOOKING FORWARD
At the beginning of 2022, continuing supply chain
disruption and the impact of new strains of Covid-19
may impact performance, however, the Board remains
confident that we will be able to deliver success over the
longer term. The Accelerate strategy, and the Plan, which
are now fully embedded within the Group underpin a
strong sense of purpose to bringing mobility to the world’s
communities – for today, for tomorrow and for the better.
I would like to take this opportunity to thank all our
Inchcape colleagues for their hard work during the year.
Their strenuous effort and resilience have contributed to
our great performance against the backdrop of continued
uncertainty.
I thank you for your support in 2021 and look forward
to the coming year.
NIGEL STEIN
CHAIRMAN
COMPLIANCE WITH THE UK CORPORATE GOVERNANCE CODE
The 2021 Annual Report and Accounts is prepared with reference to the 2018 UK Corporate Governance Code (Code)
which is published by the Financial Reporting Council (FRC) and available at www.frc.org.uk. We have complied with
the Code throughout the year ended 31 December 2021. Under Code provision 10, the criteria for director independence
is set out. The reasons why the Board is satisfied that Till Vestring remains independent, despite having served on the Board
for 10 years, are outlined on pages 75 and 76. Our compliance statement, along with the Corporate Governance Report
on pages 72 to 108, describes how we apply the principles of the Code.
BOARD LEADERSHIP AND COMPANY PURPOSE
BOARD’S ROLE
PURPOSE, VALUES
AND CULTURE
The Board is collectively responsible for defining,
approving, and monitoring the Group’s strategy to ensure
it delivers long-term sustainable success.
The Directors’ judgement and objectivity enable the
Board to operate effectively within a structured
governance framework to:
• Assist in the delivery of strategy;
• Promote long-term sustainability;
• Generate value of shareholders; and
• Contribute to wider society.
If a Director has a concern about the running of the
Company which cannot be resolved, it would be
recorded in the Board minutes. No such concerns arose
during 2021.
FURTHER READING
STRATEGY – pages 4 to 5
DIRECTOR BIOGRAPHIES –
page 70.
REMUNERATION STRUCTURE
THAT SUPPORTS STRATEGIC AIMS
– pages 84 to 103
MATTERS RESERVED FOR
THE BOARD –
www.inchcape.com
FURTHER READING
STRATEGY – pages 4 to 5
RESPONSIBLE BUSINESS PLAN
– pages 33 to 38
CULTURE FORUM AND EMPLOYEE
ENGAGEMENT– pages 74 and 83
RECRUITMENT AND INDUCTION
PROCESS – pages 75 to 76
The Group’s purpose is underpinned by the Accelerate
strategy and Responsible Business plan. A global
communication programme was rolled out during 2021
to ensure that all employees understand the behaviours
expected of them.
In order to operate effectively, it is important that the
appropriate culture is embedded throughout the
business and this is approached in several ways:
• Code of Conduct;
• Whistleblowing hotline;
• Remuneration policies and practices;
• Setting appropriate financial targets and monitoring
performance against targets throughout the year;
• Employee engagement survey; and
• Delegated authorities.
Alex Jensen, the designated Non-Executive Director
responsible for workforce engagement, held a forum
with a group of employees from various regions and roles
to enable two-way dialogue on understanding the
culture of the organisation.
We are committed to adapting our operations to help
tackle climate change and have launched sustainability
targets for 2030.
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
61
STRATEGIC REPORTFINANCIAL STATEMENTSGOVERNANCE
CORPORATE GOVERNANCE CONTINUED
BOARD LEADERSHIP AND COMPANY PURPOSE CONTINUED
RESOURCES AND
CONTROLS
The Board is responsible for ensuring that the appropriate
people are employed to deliver the strategic objectives
and that they have the resources available in order to
do so.
The Board also ensures that the necessary controls,
processes and procedures are in place to drive a strong
ethical culture to facilitate the delivery of the strategy.
FURTHER READING
STRATEGIC REPORT –
pages 2 to 58
PRINCIPAL RISKS –
pages 48 to 56
INTERNAL CONTROLS –
pages 79 to 80
ENGAGEMENT
Inchcape has a broad group of clearly defined
stakeholders and the Board engage with each of them
on a regular basis through a variety of channels. This
engagement allows the Board to understand what issues
are important to stakeholders.
FURTHER READING
STAKEHOLDER ENGAGEMENT
– pages 16 to 18
SECTION 172 STATEMENT –
page 18
WORKFORCE
POLICIES
A new Code of Conduct was rolled out in 2021 which
sets out the behaviours expected of our employees
and ensures our policies remain aligned to culture and
support long-term success. Other polices include health
and safety, anti-bribery and corruption, inclusion and
diversity framework, and whistleblowing.
Speak Up!, the Group’s externally hosted whistleblowing
line, is a compliance and ethics reporting solution which
allows both hotline and web reporting capabilities in
multiple languages, integrated with case management
software to support efficient and effective investigation,
remediation and reporting.
FURTHER READING
RESPONSIBLE BUSINESS REPORT
– pages 33 to 38
NON-FINANCIAL INFORMATION
STATEMENT– pages 46 to 47
REMUNERATION COMMITTEE
– pages 84 to 103
62
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
DIVISION OF RESPONSIBILITIES
THE ROLE OF THE
CHAIRMAN
COMPOSITION
OF THE BOARD
FURTHER READING
BOARD EVALUATION OUTCOMES
– page 73
FURTHER READING
DIRECTOR BIOGRAPHIES –
pages 70 to 71
COMMITTEE TERMS OF
REFERENCE – www.inchcape.com
The Chairman is responsible for the leadership of the
Board and is separate from the role of Group Chief
Executive Officer. He sets the strategic agendas which
are designed to encourage constructive debate and
promote a culture of openness and inclusion.
He was considered independent on appointment and
continues to be.
The Chairman is also mindful of the need for the Directors
to receive information which is accurate, timely and
clear, and is supported by the Group Company
Secretary.
As at 31 December 2021, the Board was comprised of two
Executive Directors, six Non-Executive Directors and the
Chairman. All Non-Executive Directors are considered
independent. None of the Directors or their connected
persons have, or have had, a material relationship with
the Company or any of its subsidiaries. Non-Executive
Directors receive a fee only and do not participate in
shares award schemes or the pension scheme.
The Executive Directors are responsible for developing
the Group’s strategy, leading the Group Executive Team,
running the day-to-day operations, managing risk and
implementing controls, engaging with stakeholders, and
reporting to the Board on progress against objectives.
The Senior Independent Director acts as a sounding
board for the Chairman, to serve as an intermediary to
other Board members and is available to shareholders
should they wish. The Senior Independent Director leads
the annual Non-Executive DIrectors only meeting during
which they appraise the performance of the Chairman.
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
63
STRATEGIC REPORTFINANCIAL STATEMENTSGOVERNANCE
CORPORATE GOVERNANCE CONTINUED
DIVISION OF RESPONSIBILITIES CONTINUED
ROLE OF THE NON-
EXECUTIVE
DIRECTORS
FURTHER READING
BOARD SKILLS MATRIX AND
MEETING ATTENDANCE TABLE–
page 69
DIRECTOR’S BIOGRAPHIES
– pages 70 to 71
MATTERS RESERVED FOR THE
BOARD – www.inchcape.com
The Non-Executive Directors have a wide range of
skills and experience which enable them to provide
independent and strategic advice, and to
constructively challenge management. An explanation
of the contribution of each Director is given in the 2022
Notice of Annual General Meeting, which is available
on our website.
The time expected is set out in the letter of
appointment, which is available for inspection at the
Company’s registered office and at the Annual General
Meeting. The Non-Executive Directors are required to
allocate sufficient time to the Company to discharge
their responsibilities and Board dates are agreed two
years in advance to ensure that Directors are able to
plan accordingly and for other commitments to be
taken into account. Non-Executive Directors are
informed of the time commitment expected from them
upon appointment and this is reviewed annually to
ensure that the time expected is still relevant in light of
the Company’s strategic agenda. The Board’s policy on
multi-board appointments requires Directors to obtain
prior approval from the Nomination Committee and the
Board before taking on another directorship where the
additional demand will be assessed to ensure that all
Directors are able to allocate sufficient time to the role.
COMPANY
SECRETARY
The Group Company Secretary supports the Board by
providing advice on the governance framework and
ensuring that the appropriate policies and procedures
are in place to allow it to function effectively.
FURTHER READING
MATTERS RESERVED FOR THE
BOARD – www.inchcape.com
64
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
COMPOSITION, SUCCESSION AND EVALUATION
APPOINTMENTS TO
THE BOARD AND
SUCCESSION
PLANNING
Ensuring there is the right mix of individuals on the Board
to support, and challenge, management, to avoid
group think and to make the right decisions to facilitate
the long-term success of the Group is a key element
of the succession planning process.
FURTHER READING
NOMINATION COMMITTEE
– pages 75 to 76
BOARD DIVERSITY POLICY
– page 76
SKILLS, EXPERIENCE
AND KNOWLEDGE
OF THE BOARD
The Nominations Committee engages external search
consultancies when searching for Board position
candidates. Appointments to the Board are agreed by
the Nomination Committee to be put to the Board for
approval.
The Nomination Committee regularly reviews the tenure
of each Board member and the skills matrix ensuring
the Board’s succession plan remains aligned with the
natural rotation of Directors off the Board and the
strategic objectives of the business. When appointing
Directors to the Board, the Nomination Committee
considers the longer-term strategic objectives and the
skills and experience needed to deliver these
successfully.
The Committee considers breadth of perspective on
the Board which can only be achieved by appointing
directors from a diverse range of backgrounds, with the
range, experience and skills to achieve the strategic
aims.
The Board consists of several Board members from
outside the traditional UK plc environment, which adds
to diversity of thought. The Board believes it has a good
balance of new and longer-serving Directors.
FURTHER READING
BOARD TENURE – page 68
BOARD SKILLS MATRIX – page 69
NOMINATION COMMITTEE
– pages 75 to 76
BOARD EVALUATION
The Directors provide feedback on how the Board
operates, its culture and effectiveness during the
evaluation process.
During 2021, the Board considered the areas of focus
following the external evaluation in 2020 and carried
out an internal evaluation consisting of an online
questionnaire covering:
FURTHER READING
SECTION 172 STATEMENT
– page 18
NOMINATION COMMITTEE
REPORT – pages 75 to 76
• Board effectiveness;
• Knowledge and contribution;
• Succession planning; and
• Committee performance.
The specific reasons why the Board considers that
each Director’s contribution is, and continues to be,
important to the Company’s long-term sustainable
success may be found in the Notice of Annual General
Meeting. The Board recommends that shareholders
vote in favour of the re-election or election of all the
Directors at the 2022 Annual General Meeting.
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
65
STRATEGIC REPORTFINANCIAL STATEMENTSGOVERNANCE
CORPORATE GOVERNANCE CONTINUED
AUDIT, RISK AND INTERNAL CONTROL
INTERNAL AND
EXTERNAL AUDIT
FAIR, BALANCED
AND
UNDERSTANDABLE
RISK MANAGEMENT
AND INTERNAL
CONTROLS
FURTHER READING
AUDIT COMMITTEE REPORT
– pages 77 to 81
FURTHER READING
AUDIT COMMITTEE REPORT
– pages 77 to 81
FURTHER READING
RISK MANAGEMENT REPORT
– pages 48 to 56
AUDIT COMMITTEE REPORT
– pages 77 to 81
The Board delegates responsibility for ensuring the
independence and effectiveness of internal and
external audit functions and the integrity of the
financial statements. The Chair of the Audit Committee
reports to the Board following each meeting.
The Committee regularly meets with the auditor without
the presence of management to discuss any areas of
concern they might have. John Langston, Chair of the
Audit Committee, also meets with the Chief Financial
Officer and Head of Internal Audit in one-to-one
meetings which enable him to fully understand the
key issues ahead of Committee meetings.
The Board reviews the Annual Report and Accounts
as a whole, the interim financial statements and the
trading updates prior to publication to ensure that
they provide a fair, balanced and understandable
assessment of the Group’s position and prospects.
The Board considers the weight given to published
information to ensure that it is balanced and there are
no omissions. The Board also ensures that the narrative
reporting is consistent with the financial statements.
The Group has a system of risk management and
internal control which is designed around an
established three lines of defence model. This model
engages management teams, corporate functions
and independent assurance to manage risk, which is
overseen by the Board and its Committees.
The Board approved the Risk Policy in January 2021,
reviewed the Risk Management Framework in July and
November and agreed its risk appetite in respect of
the principal risks at the half year. At the November
meeting, the Board also carried out a robust
assessment of the emerging and principal risks.
See pages 48 to 55 for the Principal Risks.
The risk management and internal control processes
are designed to manage rather than eliminate the
risk of failure to achieve business strategic objectives.
In establishing and reviewing the system of internal
control, the Directors have regard for the nature and
extent of relevant risks, the likelihood of loss being
incurred and the costs of control. The system can only
provide reasonable but not absolute assurance against
material misstatement or loss and cannot eliminate
business risk.
The Audit Committee carry out a review of the
effectiveness of internal control, on behalf of the Board,
with any significant control failings or weaknesses
reported to the Board, with a detailed review of the
findings and mitigation plans being put in place. The
Board monitor progress against plans until it is satisfied
that the matter has been resolved appropriately.
The Directors are satisfied that the Group’s risk
management and internal control systems accord with
the FRC’s guidance on Risk Management, Internal
Control and Related Financial and Business Reporting.
66
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
REMUNERATION
POLICIES AND
PRACTICES
PROCEDURE FOR
DEVELOPING
REMUNERATION
FURTHER READING
DIRECTORS’ REPORT ON
REMUNERATION
– pages 84 to 103
FURTHER READING
DIRECTORS’ REPORT ON
REMUNERATION
– pages 84 to 103
The Board has delegated responsibility for oversight
of remuneration policies and practices to the
Remuneration Committee. The Chair of the
Remuneration Committee reports to the Board
following each meeting.
When setting Executive remuneration, the
Remuneration Committee takes into account purpose,
strategy, and responsible business and is designed to
promote the long-term success of the Company. The
Remuneration Committee oversee Executive Directors
receiving a pension contribution of 10% of salary,
which is aligned to the UK employee average.
There is a clear procedure in place to develop the
remuneration policy. The Remuneration Committee
has delegated responsibility for setting the Executive
Directors’ remuneration under the shareholder-
approved Directors’ remuneration policy, as well as
the Chairman of the Board and the wider workforce.
No Director determines their own remuneration.
The Committee is supported by external advisors to
provide guidance on best practice and consults with
shareholders prior to a policy renewal to ensure their
interests are supported. No Executive Director is
involved in deciding the remuneration outcome.
EXERCISING
INDEPENDENT
JUDGEMENT
The Remuneration Committee is made up of only
independent Non-Executive Directors. When agreeing
Executive remuneration outcomes, the Committee uses
its independent judgement to reach its decisions taking
into account financial performance, personal
objectives, wider business context and the longer-term
impacts.
FURTHER READING
DIRECTORS’ REPORT ON
REMUNERATION
– pages 84 to 103
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
67
STRATEGIC REPORTFINANCIAL STATEMENTSGOVERNANCE
CORPORATE GOVERNANCE
GOVERNANCE
AT A GLANCE
GOVERNANCE STRUCTURE
THE BOARD OF INCHCAPE PLC
Collectively responsible for the long-term success of the Company
Audit
Committee
Remuneration
Committee
Group Executive
Team
Nomination
Committee
CSR
Committee
• Financial Reporting
• Risk Management
• Internal Control
• Remuneration Policy
• Incentive Plans
• Performance Targets
• Group Strategy
• Operational
Management
• Board Composition
• Diversity
• Succession Planning
• Responsible Business
• Workforce
Engagement
Delegated authorities:
COMMITTEE
REPORT
on page 77
COMMITTEE
REPORT
on page 84
COMMITTEE
REPORT
on page 75
COMMITTEE
REPORT
on page 82
Group Risk
Committee
Investment
Committee
Delegated
authorities:
Oversight of
Group capital
expenditure
Delegated
authorities:
Risk oversight
InControl
Standards
OUR BOARD
LENGTH OF SERVICE
GENDER
NATIONALITY
RESIDENCE
4
2
1
2
0 to 3 years
3 to 6 years
6 to 9 years
9+ years
6
Female
Male
3
1
1
1
2
6
7
British
Dutch
German
Singaporean
Singapore
United Kingdom
68
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
BOARD ATTENDANCE
The table below shows the Board and Committee meetings held during the year
Board
Scheduled/
Attended
Audit
Committee
Scheduled/
Attended
Remuneration
Committee
Scheduled/
Attended
Nomination
Committee
Scheduled/
Attended
CSR
Committee
Scheduled/
Attended
Nayantara Bali*
Jerry Buhlmann
Gijsbert de Zoeten
Rachel Empey**
Alex Jensen
Jane Kingston
John Langston
Nigel Stein
Duncan Tait
Till Vestring
4/4
7/7
7/7
2/2
7/7
7/7
7/7
7/7
7/7
7/7
* Nayantara Bali joined the Group on 27 May 2021.
** Rachel Empey left the Group on 30 April 2021.
4/4
1/1
3/3
4/4
3/3
3/3
3/3
3/3
1/1
2/2
1/1
2/2
2/2
2/2
2/2
2/2
2/2
4/4
4/4
4/4
4/4
4/4
COMMITTEE HIGHLIGHTS
NOMINATION COMMITTEE
AUDIT COMMITTEE
• Review of skills, experience and
• Reviewed the Group’s enterprise
diversity on the Board.
risk management system.
• Appointment of Nayantara Bali
• Reviewed the Group’s climate
and Sarah Kuijlaars as Non-
Executive Directors.
• Monitored Board members’
independence and other
commitments to avoid
overboarding.
change risks TCFD disclosure plan.
• Bi-annual review of the global
cyber security plan and
monitoring progress against
improvement plan.
• Review of the Global Business
Services transformation
programme.
CSR COMMITTEE
REMUNERATION COMMITTEE
• Oversight of the Group’s
Responsible Business plan.
• Approved the Driving What
Matters plan.
• Reviewed and approved the
Group’s climate change risks
and opportunities.
• Agreed the scope 1 and scope 2
science-based emissions
reduction targets.
• CSR Committee Chair attended
employee townhalls and chaired
employee forum on culture.
• Set executive and senior
management bonus targets and
approved the grant of long-term
incentives for 2021.
• Approved salary increases for
Executive Directors, Group
Executive Team and wider
workforce employees.
• Approved remuneration
package for newly appointed
Group Executive Team members.
• Remuneration Committee Chair
hosted an employee forum
on reward.
BOARD SKILLS MATRIX
The Board recognises the
importance of the right mix of
skills, experience and diversity
to deliver the Group’s strategic
objectives and contribute
towards long-term success.
3
3
FINANCE
DIGITAL/TECHNOLOGY
AUTOMOTIVE/RETAIL
EMERGING MARKETS
REMUNERATION
4
4
5
DEVELOPMENT
OF BOARD SKILLS
PROFILE
The review of skills and
experience on the Board provides
input into the Board’s succession
planning process. As the digital
transformation of the automotive
industry continues, the Board
has focused on increasing the
digital skillset on the Board.
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
69
STRATEGIC REPORTFINANCIAL STATEMENTSGOVERNANCE
CORPORATE GOVERNANCE
CONTINUED
BOARD OF
DIRECTORS
The Board is collectively responsible for agreeing and
continually reviewing the Accelerate strategy to ensure
that it delivers long-term sustainable success. The Board
is also responsible for ensuring that the appropriate
resources are in place to deliver the strategic objectives.
NIGEL STEIN
CHAIRMAN
DUNCAN TAIT
CHIEF EXECUTIVE OFFICER
GIJSBERT DE ZOETEN
CHIEF FINANCIAL OFFICER
Appointed – October 2015
Appointed – July 2020
Appointed – August 2019
Skills and experience – Nigel was
Chief Executive of GKN plc until his
retirement in December 2017. He has
a wide range of international,
general management and finance
experience gained in various roles at
GKN plc and also has experience in
the automotive and manufacturing
sectors. Nigel is also a Non-Executive
Director of James Hardie Industries
plc and is a chartered accountant.
Committee membership – Chair of
the Nomination Committee and
member of the Remuneration and
CSR Committees.
Skills and experience – Duncan was
on the Board of Fujitsu Ltd, a global
technology services company with
responsibility for EMEIA & Americas,
a business with $10bn turnover and
35,000 people. He has significant
international experience, holding
senior roles at Unisys, Hewlett
Packard and Compaq in a
technology focused career
of over 30 years.
Other appointments – Duncan
is also a Non-Executive Director
at Agilisys.
Skills and experience – Gijsbert was
CFO at LeasePlan Corporation NV,
the international fleet management
and mobility services company.
Previously, Gijsbert has held a range
of senior financial and operational
roles at Unilever plc over 27 years,
including his six-year position as
the CFO of Unilever Europe.
Other appointments – Gijsbert is
also a member of the supervisory
board of Technical University Delft.
70
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
JERRY BUHLMANN
SENIOR INDEPENDENT DIRECTOR
ALEX JENSEN
NON-EXECUTIVE DIRECTOR
JANE KINGSTON
NON-EXECUTIVE DIRECTOR
Appointed – March 2017
Appointed – January 2020
Appointed – July 2018
Skills and experience – Jerry has over
30 years’ experience in the media
and advertising industries. He was
formerly CEO of Dentsu Aegis
Network and Aegis Group plc.
Jerry is Non-Executive Chair of
Croud and Hybrid Ltd, Non-
Executive Director of Serviceplan
Group and Tulchan Limited, and
Senior Advisor for OC&C’s TMT
Practice.
Committee membership – Audit,
Remuneration, CSR and Nomination
Committees.
Skills and experience – Alex was CEO
Mobility and Convenience, Europe
and Southern Africa at bp plc. She
led the region’s fleet, retail and
convenience food business across
14 countries. Alex joined bp plc in
1991 and held roles based in the
UK and China. She graduated from
Oxford University with a degree
in Chinese, holds a Masters from
Stanford and is on the Board of
the charity Mind.
Committee membership – Chair of
the CSR Committee and member
of the Nomination Committee.
Skills and experience – Jane served
as Group Human Resources Director
for Compass Group plc from 2006
until her retirement in 2016. Jane
also held senior positions at Enodis
plc, Blue Circle plc (now Lafarge SA)
and Coats Viyella plc. Jane
has significant remuneration
experience and is Remuneration
Committee Chair of Spirax-Sarco
Engineering plc.
Committee membership – Chair
of Remuneration Committee and
member of Audit and Nomination
Committees.
JOHN LANGSTON
NON-EXECUTIVE DIRECTOR
TILL VESTRING
NON-EXECUTIVE DIRECTOR
NAYANTARA BALI
NON-EXECUTIVE DIRECTOR
Appointed – August 2013
Appointed – September 2011
Appointed – May 2021
Skills and experience – John has
corporate finance, accounting and
international experience acquired in
senior financial roles in the
engineering sector. He is an
experienced Non-Executive Director
who has a strong governance
background and was the Audit
Committee Chair of Rexam plc until
its sale to Ball Group in 2016.
John is a chartered accountant.
Committee membership – Chair
of Audit Committee and member
of Nomination Committee.
Skills and experience – Till is an
Advisory Partner with Bain & Co,
based in Singapore. He has
extensive experience advising
multinationals on growth strategy
across Asia and leading Asian
companies on strategy, M&A
and organisation. Till is also
a Non-Executive Director
of Keppel Corporation.
Skills and experience – Nayantara
is director and co-owner of ANV
Consulting Pte. She previously
held several senior management
positions in Procter & Gamble.
Nayantara holds a Bachelor of Arts
in Economics and a Post Graduate
Diploma in Business Management
from the Indian Institute of
Management (Ahmedabad).
Committee membership – CSR,
Remuneration and Nomination
Committees.
Nayantara is an independent
director of Torrent Pharma, and a
Non-Executive Director of Starhub.
Committee membership – CSR
and Nomination Committees.
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
71
STRATEGIC REPORTFINANCIAL STATEMENTSGOVERNANCE
CORPORATE GOVERNANCE REPORT
PRINCIPAL DECISIONS IN 2021
Accelerate Strategy
The Board spent time debating the five-year plan required
to deliver the Accelerate strategy. The Board’s discussions
focused on industry and macro trends which create both
risks and opportunities for the Group, the underlying
assumptions used to drive growth, and the strategic
initiatives which contribute to the strategic ambition.
The Board were fully informed of stakeholder considerations
and impacts by both management and external
consultants. Key considerations included:
• Customer expectations and the move to online;
• Electrification which is a fundamental component of our
original equipment manufacturer (OEM) brand partners
agenda and other connected, autonomous, shared,
electric elements which will have an impact on our
suppliers in the longer term;
• The culture and capabilities needed to deliver the
strategic ambition and how this will impact our
colleagues; and
• How the strategy will be delivered sustainably and
how the business will contribute towards a cleaner
energy world.
The Board approved the strategic framework in May 2021
with the global strategy launch in September 2021.
Responsible Business
The Driving What Matters plan was developed alongside
the Accelerate strategy and underpins the Group’s
purpose. During the year the Board, along with the CSR
Committee, discussed the strategic priorities of the plan,
and how these activities create value by supporting
Accelerate.
The Board were able to give consideration to the impact
on stakeholders by reviewing the ‘Discovery Report’
which was commissioned to get an understanding of
OEM ambitions, customer expectations, the employee
experience and the requirements of shareholders and
other regulatory bodies.
The four strategic pillar approach built on People, Places,
Planet and Practices was endorsed by the Board and the
CSR Committee, with four global workstreams established
to identify key priorities and targets. Each workstream has
developed a charter to tackle the sustainability challenges
facing business, our society, and our planet.
Global Business Services
During the year, the Board approved the establishment of
a Global Business Services organisation (GBS). The
implementation of GBS is necessary to transform the way
the finance functions work, standardise and consolidate
core accounting processes, add additional controls and
introduce a platform that supports rapid M&A integration,
which are key features of the strategic enabler to create
efficient scale operations.
The Board considered the GBS business case which
included the identification of the preferred solution, the
vendor selection process and the GBS solution design.
When regarding the impact to stakeholders, the Board
largely considered these impacts to be positive for OEMs,
customers and suppliers, due to the increased efficiency of
processes and for shareholders, with increased value in the
longer-term. However, it was clear to the Board that there
could be negative impacts on employees whose jobs are
affected by the transition to GBS. The Board reviewed the
detailed transition plan and risk mitigation approach to
ensure business continuity.
72
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
Throughout the transition, a two-way communications
and ongoing engagement plan was put in place. A key
principle was to actively listen to, and act on, feedback
from colleagues throughout all phases and to support the
various market finance teams across all regions. The strategy
recognised the need to provide multiple communication
channels to suit every audience, such as meetings, round
table events, leadership communications, forums and
videos, embracing the latest digital technology where
possible. Every effort to ensure that colleagues involved
in the changes, and especially those whose employment
was impacted by the transition, were to be treated fairly,
consistent with the Group’s values, and in accordance
with local employment law. The engagement programme
resulted in a high retention rate throughout the first phases
of the project. The Board also agreed that the Internal
Audit team would carry out a GBS Programme Assurance
review to give assurance over the robustness of overall
governance, project delivery, people and change
management, cost monitoring and risk management.
The Audit Committee reviewed the internal audit reports
during the year.
Despite these challenges, the Board and management
believe that transitioning to a GBS organisation provides
a competitive advantage for the long-term.
Business Development
A key element of the Accelerate strategy is the growth
opportunities through M&A. During the year, the Board
approved several new acquisitions including distribution in
Indonesia, Daimler distribution in Guatemala, a partnership
with Geely in Chile, and acquisition of ITC and Simpsons
Motors in the Caribbean. Building and maintaining strong
OEM relationships is critical to the Group’s growth strategy
and continuous engagement via top to top and regional
meetings with OEM partners allows opportunities to be
explored. For each transaction, the Board received
detailed reports from the M&A team, and external
consultants covering areas such as:
• Economic outlook;
• Market and reputational risks;
• Climate related ambitions for both OEM and market;
• Brand performance;
• Strategic rationale; and
• Business integration plans.
These reports allow the Board to make considered
judgements on the impact to stakeholders. When
considering acquisitions the Board pays particular
attention to the OEM relationship, employees whose roles
will be affected by the changes, the culture and reputation
of the business being acquired and the communities in
which the OEMs operate. In relation to the recent
acquisitions, the Board weighed up the OEM’s stated
ambition for transitioning to EV, the CO2 emissions plans,
the current and future infrastructure expectations, and
the regulatory direction within each market.
In April 2021, the Board agreed the disposal of its retail
operations in St Petersburg. This decision is aligned with the
Group’s strategy to focus on global distribution ambitions.
During the process, management engaged with the OEM
brand partners who confirmed their understanding of the
strategic rationale and gave their support for the
transaction. The Board also considers the impact on
employees and whether they will be treated fairly under
new ownership.
PROGRESS FROM 2020 BOARD EVALUATION
Board
The Board made sure that it had sufficient time to focus on the refreshed strategy and its oversight
of purpose by scheduling time to review at the January, February, May, and November meetings.
The Board increased its awareness of the broader environmental, social, and governance (ESG)
agenda during the year and formally incorporated ESG considerations into its decisions on strategy,
risk and performance. Oversight of climate related impacts will be considered at least annually with
regular updates provided throughout the year by the CSR Committee.
Strategic Report pages 2 to 56.
Responsible Business Report page 33.
CSR Committee
The Committee determined its scope and remit and re-defined its terms of reference to ensure
appropriate oversight of the Responsible Business agenda.
Workforce engagement was improved with the designated Non-Executive Director attending
employee townhalls and facilitating an employee forum on Culture.
Climate change reporting was added to the agenda with external consultants providing an overview
of the impacts to the business and what actions are needed to enable the Group to meet its reporting
obligations.
Responsible Business Report page 33.
CSR Committee Report on page 82.
Nomination
Committee
The Committee continued to focus on diversity both at Board level and throughout the organisation.
The composition of the Board remained a priority with the appointment of two Non-Executive
Directors.
Nomination Committee Report on page 75.
OUTCOME OF 2021 EVALUATION
A evaluation of the Board is carried out each year with
an external review every third year. In 2020, the Board
evaluation was an external review consisting of interviews
with the members of the Board, Group Executive Team,
external auditor and remuneration consultants, as well
as Board and Committee meetings being observed.
Progress made from the outcome of the 2020 evaluation
is reported above.
The internal Board evaluation in 2021 consisted of an
online questionnaire for each Board member to complete.
anonymously. The questionnaire covered strategy,
knowledge and contribution, succession planning, risk
management, workforce culture, and committee
effectiveness. The Directors were invited to give further
comment when answering the questions to provide
additional insight into the effectiveness of the Board.
The results of the questionnaire were collated into a report
which was then discussed at a Board meeting to agree
outcomes to focus on in 2022.
The overall impression from this evaluation is that the Board
is one of unity and respect, which functions well. The Board
feels there is sufficient engagement with stakeholders to be
comfortable of a rounded view and that the current
strategy has an appropriate balance between short and
long-term success. The Board’s considerations on the
impact on ESG matters when making decisions has
increased in importance and will be further integrated into
decision making in 2022.
Board members feel that their experience and
contributions are valued and welcomed. Unanimous
agreement was given to the open communication both
within Board meetings and between Board members and
senior management, particularly during the volatile
Covid-19 climate, enabling an optimal collaborative and
constructive environment. This transparency results in the
ability to challenge and support decisions leading to
quality discussion where everyone has the opportunity
to express themselves.
The Board feels that there is the right level of focus on
succession and diversity, with good progress made on
identifying and developing future talent. There needs to be
a continued focus on enhancing representation of minority
diversity groups in senior management to ensure the
Company is leading in best practice. Clearer criteria for
assessing potential successors is desired ahead of future
Board appointments where a sound understanding of the
automotive industry and use of digital and technology
data is seen as important. Being a global company, over
time it will be important to build a balance of UK and
non-UK Directors to enhance foreign market representation.
Overall the Board is satisfied with the risk management
processes and believe that these are effective and
functioning well. Whilst progress with technology usage has
excelled, care needs to be taken when evaluating digital
risks as this is an evolving area of the business and it is
imperative that the Company is well positioned to adapt
to such changes.
On culture and workforce engagement, it is viewed
that the Company deals with any breaches of rules and
conduct sufficiently and that the increase of workforce
engagement on wider Company issues has proved
insightful and will develop further as time progresses.
The assessment showed that there is a solid platform of
competences, however, there is still a strive for continuous
development by the directors. Areas of improvement to be
built upon throughout 2022 include:
• Improved Board training/induction with greater emphasis
on the industry and regulatory environment;
• Greater focus on ethnic diversity at senior management
level;
• Review of succession criteria to enable more focused
assessment of candidates;
• Seek further Board representation of global operations/
regional markets; and
• Continued focus on ESG issues and ensuring they are
sufficiently considered during Board decision making.
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
73
STRATEGIC REPORTFINANCIAL STATEMENTSGOVERNANCE
CORPORATE GOVERNANCE REPORT CONTINUED
FOCUS ON CULTURE
The cultural tone within the Group guides employee
decision making and interactions. It is important to
the Board that an open, honest and inclusive culture
is in place to encourage employees to make a positive
contribution to achieve the Company’s purpose.
With the global launch of the Accelerate strategy in 2021,
the Board also approved a refreshed Code of Conduct.
The benefits of the Code include:
• Behaviour: sets out desired behaviours;
• Risk Mitigation: in event of misconduct/wrongdoing;
• Central guide and reference: supports day-to-day
decision making;
• Ethical dilemmas: empowers employees to handle
ethical dilemmas; and
• Reference point: for locating relevant services and
other resources related to ethics within the Group.
The Board has further agreed a set of key performance
indicators (KPIs) to monitor compliance:
• Roll-out of new Code – 95% compliance by year-end
2021;
• New joiners – training completed within first four weeks
of joining;
• Awareness – senior leaders to confirm on an annual
basis, that they, and their team members, are aware
of the Code; and
• Ongoing training – current employees to complete
training every two years.
The Board also approved policy statements in respect
of anti-bribery and corruption, competition, anti-money
laundering, and data protection and privacy which
demonstrate the Group’s approach to compliance,
provides transparency for stakeholders and clear
guidance for colleagues, is drafted in line with
Accelerate strategy and Company purpose and the
Board’s defined risk appetite.
The Board monitors and assesses the indicators culture
throughout the organisation via:
• Regular meetings with management both as part
of the Board’s annual agenda and one-to-ones with
key senior leaders;
• Reviewing the outcome of the employee engagement
survey (EES);
• Reviewing People and Capability metrics including
voluntary turnover, leadership development
programmes, employee assistance programme,
code of conduct compliance, and health and
safety statistics;
• Whistleblowing reports and follow up actions;
• Promptness of payments to suppliers; and
• Independent assurance via external advisors.
Through reviewing compliance with the Code of
Conduct, reports on the indicators of culture listed
above, and from feedback from employee forums, the
Board is satisfied that the Company’s culture is aligned
with its purpose, values and strategy and no corrective
action has been taken during 2021.
ONE INCHCAPE VALUES & BEHAVIOURS
The new values framework was developed during 2021,
and rolled out in January 2022, to support the delivery
of Accelerate and the achievement of the Company’s
purpose. An evolution of the previous Drive5 framework,
the new One Inchcape Values & Behaviours was
74
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
introduced following several culture workshops, results of
the EES, and a review of brand and OEM offering which
was supported by analysis from external consultants.
Aligned to the Accelerate strategy, the One Inchcape
Values and Behaviours are:
• We deliver;
• Great experiences;
• Fresh thinking; and
• Better together.
These Values & Behaviours are to be used as a guide
for everyone in Inchcape, across all levels and locations
of our organisation, to drive business performance by
improving how we do things. The intention is to build
them into how we work and how we recognise great
performance. By doing this, we will continue to lead
our industry and make Inchcape a stronger and more
rewarding place to work.
THE ONE INCHCAPE VALUES
& BEHAVIOURS
We
deliver
Great
experiences
Fresh
thinking
Better
together
We deliver great experiences through fresh thinking
and working better together
EMPLOYEE CULTURE FORUM
In January 2022, Alex Jensen hosted an employee
forum focusing on culture. The forum was attended by
employees from across the UK, Europe, Africa and the
Americas. The attendees were from a broad range of
backgrounds and functions, with length of service
spanning 28 years with the business to newly appointed
employees who have been with the business for a few
months. Alex Jensen, in her role as Chair of the CSR
Committee and designated Non-Executive Director
(under Provision 5 of the UK Corporate Governance
Code), facilitated the meeting and updated the Board
on the views of the workforce.
The forum consisted of interactive questions and
discussions followed by a Q&A session and covered
topics such as:
• What words come to mind when you think of our
company’s culture?
• What are your thoughts on the new company values?
The feedback obtained from colleagues was
overwhelmingly positive, with many commenting on how
initiatives such as these are a good reminder that they
work for a global company representing many brands.
As an outcome of the forum, it was agreed that the
subject matters to be discussed at employee forums
would be chosen by the employees so they represent
matters which are truly important to them. The attendees
also gave their input on the new values before they were
rolled out across the Group, which they described as
clear, modern, aspiring and aligned to Accelerate.
NOMINATION
COMMITTEE
REPORT
DEAR SHAREHOLDER
I am pleased to present the report of the
Nomination Committee for the year ended
31 December 2021 which aims to set out
how we have discharged our duties
during the year.
NIGEL STEIN
CHAIR
MEMBERSHIP
Nigel Stein (Chair)
Jerry Buhlmann
Nayantara Bali*
Rachel Empey**
Alex Jensen
Jane Kingston
John Langston
Till Vestring
2/2
2/2
1/1
1/1
2/2
2/2
2/2
2/2
* Nayantara Bali joined the Group in May 2021.
** Rachel Empey left the Group on 30 April 2021.
The Committee’s terms of reference can be found at
www.inchcape.com/governance.
ALLOCATION OF TIME SPENT (%)
50
30
20
Board composition
Corporate governance
Succession planning
Board composition and succession planning continues
to be the main focus of the Committee. 2021 saw several
changes, with the appointment of Nayantara Bali and the
departure of Rachel Empey.
Nayantara Bali joined the Board following the AGM in
May 2021 and is co-owner and director of ANV Consulting,
a boutique management consultancy specialising in
leveraging data analytics, Prior to this, Nayantara was with
Procter & Gamble for over 28 years holding several senior
regional and global positions based in Singapore, Thailand,
and India.
Rachel Empey left the Board in April 2021 to join the
supervisory board of BMW Group in Germany and I would
like to thank her for the strong contribution she made to the
Board over the past five years. We began the recruitment
process to find a successor during 2021 and had a clear
idea of the skills and attributes required to support the
achievement of the strategic goals in the short and
longer-term.
Number of
meetings held/
attendance
Ad hoc
meetings held/
attended
2/2
2/2
0/0
1/1
2/2
1/1
2/2
2/2
Following a rigorous search process, I am delighted
that Sarah Kuijlaars joined the Board as a Non-Executive
Director in January 2022. Sarah is currently Chief Financial
Officer and Executive Director of De Beers plc and was
previously a Non-Executive Director at Aggreko plc. Sarah
was also previously CFO of Arcadis NV, deputy CFO at
Rolls-Royce Holdings plc, and has held a number of senior
financial leadership roles during a 25-year career at
Royal Dutch Shell plc. Sarah’s extensive financial and
international experience will both strengthen and
complement the existing Board’s skill set.
Till Vestring completed nine years’ service in 2020,
however, agreed to remain on the Board to assist with the
recruitment of Nayantara Bali, and to provide additional
support for Ruslan Kinebas who assumed the role of CEO
APAC in April 2021. As we were unable to travel for the
majority of 2021, Till’s support in the recruitment process and
the onboarding of Nayantara has been invaluable as they
are both based in Singapore. Till will remain a member of
the Board before he intends to step down at the 2022 AGM.
NIGEL STEIN
CHAIR OF THE NOMINATION COMMITTEE
DIRECTOR INDEPENDENCE
Provision 10 of the Code sets outs circumstances which
“which are likely to impair, or could appear to impair”
a director’s independence. During 2021, Till did not:
• Act as employee of the Group within the last five years;
• Have a material business relationship with the Group
within the last three years;
• Receive additional remuneration from the Company
(apart from his basic remuneration);
• Participate in the Company’s share option or
performance-related pay schemes;
• Become a member of the Company’s pension scheme;
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
75
STRATEGIC REPORTFINANCIAL STATEMENTSGOVERNANCE
APPOINTMENT PROCESS
An external recruitment consultant is appointed to assist
with the recruitment of directors. The Chairman will develop
an appropriate job specification, and set out any other
desirable attributes, and agree a long-list of potential
candidates with the consultant. From this, a short-list is
agreed, and the interview process begins. Potential
candidates meet with the Chairman, Senior Independent
Director and other Board members. Once a preferred
candidate has been identified, the Committee makes its
recommendation to the Board for approval. During the
recruitment process a comprehensive assessment is carried
out to evaluate each candidate’s capability, strengths and
personal attributes needed to complement and enhance
the skills, experience and knowledge of the Board members.
Korn Ferry was appointed to assist with the recruitment of
Nayantara Bali and Odgers Berndtson was appointed to
assist with the recruitment of Sarah Kuijlaars. Korn Ferry and
Odgers Berndtson are signatories of the Voluntary Code of
Conduct for Executive Search Firms and neither firm has any
other connection to the Company or any individual director.
DIVERSITY POLICY STATEMENT
We value diversity in the broadest sense, including but
not limited to, gender, race, social and ethnic
backgrounds, skills, industry experience, professional
and educational backgrounds. We believe increasing
diversity adds fresh perspectives which enrich our
decision making and the aim of the policy is to reflect
this ethos. The Board’s policy on diversity is a verbally
agreed principles-based policy. The importance of
Board diversity is clearly understood by our recruitment
consultants and is built into the process of succession
planning and external hires. We continue to consider
all aspects of diversity in our nomination process while
also appointing candidates with the skills and
experience that are necessary for the continuing
growth of our operations.
The Board remains dedicated to meeting
recommendations set-out in the Hampton-Alexander
and Parker reviews and has an overall ambition of
achieving gender parity and greater representation
of diverse ethnic backgrounds over time.
With the appointment of Nayantara Bali in May 2021
and Sarah Kuijlaars in January 2022 , the Board has
40% female representation and 10% diverse ethnic
representation therefore has exceeded the minimum
diversity requirements of both the Hampton-Alexander
and Parker reviews.
The Board’s philosophy on diversity is also reflected
throughout Inchcape and the business has continued
to strive for increased diversity of all identities,
backgrounds and experiences across its workforce
and is building a more inclusive environment where
everyone believes they can belong, be themselves
and succeed. For more information on workforce
inclusion and diversity see page 35.
CORPORATE GOVERNANCE REPORT CONTINUED
• Have close family ties with any of the Company’s
advisers, directors or senior employees;
• Hold cross-directorships or have significant links with
other directors through involvement in other companies
or bodies;
• Represent a significant shareholder; or
• Chair any Committee meeting.
There were no agreements or relationships which could
compromise Till’s ability to hold management to account.
By serving the Board whilst we looked to appoint two new
Non-Executive Directors – which has since taken place – Till’s
continued service was in the best interests of the Company
and its stakeholders. The Committee is satisfied that despite
having over nine years’ service, Till continues to demonstrate
independent character, judgement and objectivity, and
Till’s continued service has not impaired his independence.
The Board ensures, through the Nomination Committee,
that Board composition is kept under review, that
appropriate succession plans are in place, that the
independence of Non-Executive Directors is not
compromised and that they have the time and resources
necessary to devote to the role.
SKILLS, EXPERIENCE AND DIVERSITY
The Committee recognises the importance of the right mix
of skills, experience and diversity to deliver the Accelerate
strategy. With digital, data, analytics and cyber security
as key enablers for Distribution Excellence and the
acceleration of omni-channel, this remains a key skill
area for the Board. Experience and knowledge were
strengthened during the year with the appointment of
Nayantara Bali who also brings international experience.
During the year the Committee:
• Carried out a review of skills, experience and diversity;
• Reviewed the length of service and re-appointment
following three-year term;
• Assessed the Non-Executive Directors’ independence;
• Recommended election and re-election at the AGM;
and
• Approved the policy on multi-board appointments.
SUCCESSION PLANNING
When considering succession planning, the Committee
looks at length of service in addition to the required skills
and experience. It is usual practice for Non-Executives to
complete nine years’ service and the succession planning
process takes this into account to ensure the continual
refreshment of the Board. However, a director may resign
before they have completed nine years’ service. In these
circumstances, a long-list of potential candidates is
continually kept up to date so the appointment process
can begin immediately to fill vacancies as they arise.
During the year the Committee recommended the
appointment of Nayantara Bali to the Board for approval
and continued the search for a Non-Executive Director
to fill the current vacancy.
The performance of the Group Executive Team is
considered by the Board as a whole during the annual
organisational health check and the Non-Executive
Directors discuss succession planning for senior leadership
during the year without the presence of executive
management. There were several changes to the
executive team, including internal moves and external
hires, during 2021. George Ashford assumed the role of
temporary CEO of the UK business and Romeo Lacerda
was appointed as CEO of Americas & Africa.
76
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
AUDIT
COMMITTEE
REPORT
JOHN LANGSTON
CHAIR
MEMBERSHIP
John Langston (Chair)
Jerry Buhlmann**
Rachel Empey*
Jane Kingston*
Number of
meetings held/
attendance
Ad hoc
meetings held/
attendance
4/4
4/4
1/1
3/3
1/1
0/1
1/1
0/0
* Jane Kingston joined the Committee in May 2021 following the departure
of Rachel Empey on 30 April 2021.
** Jerry Buhlmann was unable to attend the additional meeting due to
a prior engagement.
The Committee’s terms of reference can be found at
www.inchcape.com/governance.
ALLOCATION OF TIME SPENT (%)
10
10
40
Corporate governance
Cyber security
External audit
20
Financial reporting
Internal audit,
controls and risk
20
DEAR SHAREHOLDER
I am pleased to present the Audit
Committee Report for the year ended
31 December 2021. The aim of this report is to
provide an overview of how the Committee
has discharged its responsibilities during the
year and to highlight the significant issues
considered by the Committee.
CLIMATE CHANGE
Tackling the impacts of climate change is critical for UK
companies and the Committee spent time during the year
reviewing the direct consequences using best estimates,
both positive and negative, of climate change in so far as
it relates to impairment. A preliminary risk assessment was
carried out ahead of the broader project to calculate risks
and opportunities. Further details can be found in the
TCFD report on pages 40 to 44.
The Committee spent time reviewing the electric vehicle (EV)
impact on going concern and viability assessments, specific
analysis of goodwill and distribution assets in markets with
a lower EV offering and/or infrastructure and the impact
of the transition to EVs on aftersales. The Committee also
considered the incorporation of climate risks into the risk
management process. Further details are given on page 50.
CYBER SECURITY
Following the appointment of a Chief Information Security
Officer in 2021, the Committee approved a three-year
cyber security plan and a target to improve the Group’s
National Institute of Standards and Technology (NIST)
cyber security benchmarking assessment. The Committee
reviewed the progress made against the plan, any cyber
incidents or near misses, the remediation plans in place
and approved the cyber security programme for 2022.
The Committee will monitor the cybersecurity programme
on a six-monthly basis.
GLOBAL BUSINESS SERVICES
As detailed on page 72, the Group commenced a
major finance transformation programme during the year.
The Internal Audit team carried out a GBS Programme
Assurance review reporting to the Committee on its findings
and key recommendations. The Committee challenged
the management team on the control gaps identified and
sought the views of the external auditor on the programme,
and was satisfied that management have taken swift
action to start remediating the actions arising from the
internal audit report. The Committee will continue to
monitor the programme to ensure the risks are being
appropriately managed.
CORPORATE REFORM
During the year the Committee received briefings on the
proposed changes to the regulatory framework and how
these could impact the Audit Committee and Board. As
yet, the Government have not confirmed which changes
will be put in place; however, a steering group has been
formed to manage any new frameworks for the financial
reporting control environment.
JOHN LANGSTON
CHAIR OF THE AUDIT COMMITTEE
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
77
STRATEGIC REPORTFINANCIAL STATEMENTSGOVERNANCE
CORPORATE GOVERNANCE REPORT CONTINUED
SIGNIFICANT ISSUES CONSIDERED BY THE COMMITTEE DURING THE YEAR
Impairment – see note 11 to 13 on pages 153 to 160
Impairment reviews are carried out annually in respect of goodwill and indefinite life assets, and if there is an indicator
of impairment, reviews are carried out on a more frequent basis. In addition, other intangible assets, property, plant
and equipment, including site assets, and right-of-use assets are reviewed for impairment if events or circumstances
indicate that the carrying value may not be recoverable. This is a judgemental process which requires assessing
whether there is an indicator of impairment, estimating future cash flows based on future business prospects,
determining long-term growth rates and discount rates. It is the Committee’s view that management’s approach to
impairment is robust, based on reliable supporting data supplied by external sources, and with appropriate challenge
from the external auditor. The Audit Committee focused on the following aspects of the impairment:
• The Committee debated the cash flow projections used to calculate the value in use, considering whether these
reflect a reasonable expectation of future performance;
• The Committee considered how management had determined the discount rates and long-term growth rates;
• The Committee discussed the impact of climate change, including electrification on impairment and the impact
of electric vehicles on aftersales;
• The Committee assessed the reliability of data provided by external advisors and independent specialists used in
key assumptions; and
• The Committee also discussed the appropriateness of the disclosures to be made in the Annual Report to satisfy itself
that they provided users of the financial statements with sufficient information to understand the judgements made
by the Group.
After considering all available information and reviewing the findings and supporting evidence from Deloitte LLP, the
Committee concluded that management’s impairment reviews of non-financial assets were appropriate and that
a net impairment credit of £0.6m relating to goodwill, indefinite-life intangible assets, property, plant and equipment
and right-of-use assets should be recognised for the financial year ending 31 December 2021.
Software as a service – see note 35 on page 185
The IFRS Interpretations Committee (IFRS IC) recently issued two agenda decisions on cloud computing arrangements:
one in 2019 which considered whether a customer received a software asset at the start of a contract or received a
service over the term of the contract; and the second in 2021 considered how a customer should account for
configuration or customisation costs when an intangible asset is not recognised – that is, where the customer receives
a service over the term of the contract. Although the IFRS IC agenda decisions have not resulted in either a new
standard, an amendment to an existing standard or a new interpretation, they do provide guidance/clarification
as to how existing standards should be interpreted/applied and the IFRS IC has noted that agenda decisions may result
in a change in accounting policy. The Audit Committee considered the key judgements needed to be made as part
of the assessment, the conclusions reached and the corresponding consequences for the Group. The Committee
considered:
• The IFRIC guidance;
• The assessment of asset or service contract;
• Accounting treatment of costs of configuration and customisation;
• Changes in accounting policy;
• The impact of the guidance on plans to migrate the Group’s existing ERP applications to a cloud-based solution;
• The financial statement implications from a change in accounting policy; and
• The resulting statutory accounting, transfer pricing and tax implications of the Group accounting outcome.
The Audit Committee is of the view that management’s assessment of the Group’s software applications, and whether
they should be regarded as an asset or a service is appropriate. The Audit Committee sought assurance from Deloitte
LLP that they concur with this approach. The Audit Committee will keep software as a service under review as
guidance and best practice develop in this area.
Indefinite life of assets – see note 11 on pages 153 to 156
The Group’s principal intangible assets, recognised on the Group balance sheet, are distribution agreements with
manufacturers acquired as part of a business combination. A value has been attributed to those distribution
agreements on acquisition in accordance with IFRS 3, Business Combinations. The Group’s policy is to assign these
assets an indefinite useful life in accordance with IAS 38, Intangible Assets. The Audit Committee considered whether it
is appropriate to continue to assign an indefinite useful economic life to these assets, based on the current events and
circumstances of the Group and our relationships with the relevant OEMs and whether they still support the assumption
of an indefinite life. The Committee considered:
• The expected usage of the distribution agreements by the Group and whether it could be managed efficiently
by another management team;
• Typical lifecycles for similar agreements and public information on estimates of useful lives of similar assets that
are used in a similar way;
• The stability of the automotive industry and the relevant brand partners and changes in the market demand for
the products or services covered by the agreements; and
• The period of control over the agreement and legal or similar limits on their use.
The Audit Committee concluded that the assignment of an indefinite useful life to the Group’s distribution agreements
is appropriate as per the requirements set out in IAS 38.
78
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
STRUCTURE OF THE COMMITTEE
Jane Kingston joined the Audit Committee during the year following the departure of Rachel Empey, whilst the search for
a new Non-Executive Director commenced. Jane will step down from the Committee following the successful appointment
of Sarah Kuijlaars as announced in January 2022. Sarah joined the Audit Committee upon appointment to the Board. Sarah
is currently CFO of De Beers and has held several senior finance positions during her career. Sarah’s extensive financial and
international experience will both complement and strengthen the Committee.
John Langston is a qualified chartered accountant and Sarah Kuijlaars is a Fellow of the Chartered Institute of Management
Accountants. Both are considered to have recent and relevant financial experience. In addition, the Committee as a
whole has competence in the sector in which the Company operates.
Only members of the Committee are entitled to attend Committee meetings. However, the Chairman, Group Chief
Executive Officer, Chief Financial Officer, Group Financial Controller and Group Head of Internal Audit attend the
Committee meetings along with the external auditor. Other senior executives, such as the Group Tax Director and Group
General Counsel, attend during the year to present to the Committee.
FINANCIAL REPORTING
The role of the Committee in relation to financial reporting
is to review with both management and the external
auditor the appropriateness of the half year and annual
financial statements, taking into account:
RISK MANAGEMENT
The Audit Committee has delegated responsibility for
ensuring that:
• There is an appropriate mechanism in place to identify
the risks the Group faces;
• The quality and acceptability of accounting policies
• Management teams have the correct focus on those
and practices;
• Material areas in which significant judgements have
been applied or where significant issues have been
discussed with the external auditor;
• The clarity of the disclosures and compliance with
financial reporting standards and relevant financial and
governance reporting requirements including the Code;
• Any correspondence from regulators in relation to the
Group’s financial reporting; and
• Reviewing assumptions and providing assurance to
support the long-term viability statement.
FAIR, BALANCED AND UNDERSTANDABLE
The Audit Committee also carries out its own assessment of
the financial statements, and the Annual Report as a whole,
and is satisfied that it provides the necessary information
for shareholders. The Committee considered whether the
information given in the financial statements is a true
reflection of the narrative reporting throughout the Annual
Report and Accounts, whether the key performance
indicators give a true indication of the health of the business
and if the issues considered of significant risk by both the
external auditor and the Committee are aligned.
The processes and procedures in place to satisfy the Board
of the integrity of the financial and narrative statements
include a robust disclosure verification process, monthly
financial performance updates, and meetings with the
internal and external audit functions without the presence
of management.
A statement of the Directors’ responsibilities is set out on
pages 104 to 108, going concern statement is set out
on page 125 and the strategy and business model are
set out on pages 2 to 5.
During the year the Committee:
• Considered all key audit issues, accounting treatment
and judgements in relation to the financial statements;
• Where risks were identified, either in relation to processes,
key transactions or employees the Board undertook a
deeper review of matters, challenging management to
improve the control environment and tighten processes;
• Challenged management on the assumptions used and
the judgements that have been applied, with assurances
given from both external and internal sources; and
• Assessed whether the Annual Report and Accounts
were fair, balanced and understandable.
risks and the action plans in place to mitigate or respond
to those risks;
• A compliance programme is in place in all markets
that meets or exceeds external benchmarks and is
appropriate in terms of legal requirements, content,
sector, cost and resources;
• Internal controls are appropriate, well designed and
operating consistently across the Group to manage risk
effectively; and
• The Group’s whistleblowing programme is appropriately
managed to reduce the risk of fraud or respond quickly
and decisively in the event the Group falls victim to fraud.
Reports are provided at each meeting, detailing the risk
environment to allow the Committee to monitor and assess
the effectiveness of the Group’s risk management
approach.
During the year the Committee:
• Monitored the principal and emerging risks;
• Assessed the appropriateness of the risk management
framework and carried out a robust assessment of
principal risks;
• Monitored the emerging risks and the process used
to identify them;
• Reviewed the risk profile and any changes to the risks;
• Climate-related risks and the TCFD reporting
recommendations; and
• Major whistleblowing reports and any mitigating plans
implemented by management.
INTERNAL CONTROL
The Internal Control framework encompasses all controls
including those relating to financial reporting processes,
preparation of consolidated Group accounts, operational
and compliance controls and risk management processes.
InControl Standards
The InControl Standards (ICS) are designed to enable
management to establish, assess and enhance strong
and consistent risk and control governance. The framework
is regularly reviewed and updated in line with emerging
Group risks, in response to emerging internal audit issues,
and following any investigation activity.
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
79
STRATEGIC REPORTFINANCIAL STATEMENTSGOVERNANCE
CORPORATE GOVERNANCE REPORT CONTINUED
The standards form part of the broader control environment
consisting of:
• Culture and behaviours;
• Code of Conduct;
• Group, regional and local policies and procedures,
including legal and regulatory compliance;
• Delegation of authorities;
• Risk management process; and
• Roles and responsibilities.
The ICS has been designed to mitigate the most significant
risks across the Group providing robust governance and
a sound controls framework to ensure:
• Reliability of financial reporting;
• Effectiveness and efficiency of operations; and
• Compliance with applicable laws and regulations.
They are also there to help protect us from:
• Fraud and misappropriation of cash and assets; and
• Material error in the financial statements.
The central and regional Internal Controls teams support
the business by providing the framework, tools and training,
and ongoing support to embed the ICS across the business
which in turn enables management to monitor the
effectiveness of controls in the business and to implement
actions plans where improvement is required. The Internal
Control function is separate from the Internal Audit function
and works with management teams to design controls that
are proportionate to the level of risk, supported by systems
and easy to follow.
The Audit Committee receives reports from the Group
Head of Internal Audit at each meeting covering Internal
Audit, Internal Controls and Risk Management. The reports
provide an update on the control framework, compliance
scores, status of management actions and control gaps.
This information enables the Committee to assess the
effectiveness of internal controls on an on-going basis. The
external auditor also provides an annual report on control
improvement recommendations and other observations
which allows the Committee to assess effectiveness annually.
The reports are available to all Board members to allow
them to keep informed, and other Board members are also
able to attend any Committee meetings should they wish.
However, the Audit Committee also provides an update on
the control and risk environment to the full Board following
each Committee meeting.
Any significant control failings or weaknesses are reported
to the Board, with a detailed review of the findings and
mitigation plans being put in place. The Board monitors
progress against plans until it is satisfied that such matters
are resolved appropriately. The Board has determined that
there were no significant failings or weaknesses identified
during the review of risk management and internal control
processes during the year and further confirms that these
systems were in place during 2021 and to the date of this
report. The Board is satisfied that the control environment
was materially effective during the course of the year.
WHISTLEBLOWING
The Group Head of Internal Audit reports to the Committee
at each meeting on fraud and whistleblowing claims that
have been received since the last Audit Committee
meeting, and significant currently open issues. The new and
open cases which are reported to the Committee are those
of sufficient significance to warrant attention, however, a list
of all reports is also provided to the Committee along with
a breakdown by market, report type and source.
80
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
The Audit Committee Chair reports to the Board on any
significant issues or resolutions made by the Committee
following each meeting. All Directors have full access to the
whistleblowing reports and other Audit Committee papers.
During the year the Committee:
• Received updates on cases reported during the year;
• Reviewed themes and trends of reported cases;
• Reviewed the detailed briefings on material cases; and
• Monitored follow-up action plans and resolution.
INTERNAL AUDIT
The aim of the Internal Audit function is to provide
independent and objective risk-based assurance for the
Group by bringing a systematic and disciplined approach to
evaluate the effectiveness of risk management, governance
and control. An annual programme of audit activity is
approved by the Audit Committee; this is flexed if required
throughout the year in accordance with the risk profile
of the organisation and any subsequent amendments
are discussed in detail and agreed by the Committee.
The function carries out audits across a selection of Group
businesses, functions and programmes which include the
management of risks and controls over financial,
operational, IT and other compliance areas, such as GDPR
and anti-bribery and corruption.
The Internal Audit function, led by the Group Head of
Internal Audit, consists of appropriately qualified and
experienced employees with an in-depth understanding
of the business culture, systems, and processes. The Group
Head of Internal Audit reports to the Audit Committee and
has direct access to, and has regular meetings with, the
Audit Committee Chair, prepares formal reports for Audit
Committee meetings on the activities and key findings of
the function and reports on progress against mitigation
plans. The purpose, authority and responsibility of Internal
Audit are defined in the Internal Audit Charter, which the
Committee reviews annually.
During the year the Committee:
• Approved the 2021 Internal Audit plan;
• Monitored progress against the plan;
• Approved the Internal Audit Charter;
• Reviewed status of open issues; and
• Monitored mitigation plans for any internal control failings.
EXTERNAL AUDIT
Following an audit tender process during 2017, Deloitte LLP
was appointed as the Group’s auditor with shareholder
support for the appointment given at the 2018 Annual
General Meeting. Anna Marks is the lead audit partner and
has been in position since the appointment of Deloitte LLP.
The Company confirms that it complied with the provisions
of the Competition and Markets Authority’s Order for the
financial year under review.
Auditor effectiveness, independence and objectivity
Ensuring that the external auditor provides a high quality
audit is a key activity of the Audit Committee as a high
quality audit provides stakeholders with assurance that the
financial statements give a true and fair view. The
Committee carries out its assessment on an ongoing basis
by considering its interactions with the auditor, its
observations of the auditor and the relationship between
the Audit Committee, the auditor and management.
The Committee encourages a culture of open
communication and debate and the Committee believes
that it is able to ask questions on key issues and to
challenge when it feels more information is needed. The
Committee also looks at how management responds to
requests from the auditor and carefully reviews the auditor’s
findings and recommendations.
When the auditor supports management’s approach, the
Committee considers the evidence supplied by the auditor
to support its decision to ensure that the auditor is not
compromised and remains objective.
The auditor also meets with the Committee without the
presence of management on a regular basis, usually
following each meeting. This gives the auditor an
opportunity to confirm its view that management are
addressing any issues raised appropriately or to raise any
concerns they may have.
External evidence of the quality of the audit is also vital in
assisting the Committee in its review of the effectiveness
of the audit.
FACTORS CONSIDERED TO ASSESS QUALITY OF THE
EXTERNAL AUDIT
Mindset and culture
The ethical and professional principles adhered to by
the auditor; whether the auditor has any personal or
commercial interests in the Group; and how they have
demonstrated high standards of independence, integrity,
objectivity and challenge throughout the year.
Skills, character and knowledge
The auditing skills of the audit team; level of knowledge of
the automotive distribution and retail industry possessed by
the audit team; the auditor’s understanding of its obligations
to users of the financial statements; and ability to challenge
where appropriate whilst maintaining strong relationships.
Quality control
The processes the auditor has in place to identify and
address risks to the audit and assessing the steps taken
to complete the annual audit plan.
Feedback from business
The Committee receive feedback from management on
the quality of the auditor’s delivery, communication and
interaction with the various finance teams across the Group,
which is communicated back to the external auditor.
The auditors’ report to the Committee sets out the audit plan,
materiality, scoping, the risk assessment process, significant
risks, other areas of focus, the purpose of the report and
responsibility statement. The Committee reviews at each
stage of the audit to ensure that it is satisfied that the audit
plan is appropriate, if the auditor is meeting its obligations,
and to agree any changes to the audit if they arise.
Deloitte continually monitor their independence and ensure
that appropriate safeguards are in place including but not
limited to the rotation of senior partners and staff and the
involvement of other partners and staff to carry out reviews
of the work performed and to otherwise advise if necessary.
After considering all of the above elements, the conclusion
of the Committee is that the auditor carried out their audit
effectively and that the auditor is independent and
objective.
During the year the Committee:
• Reviewed the report from the external auditor in relation
to the 2020 Annual Report and Accounts;
• Assessed the auditor’s approach to, and findings in
relation to, the audit to assess independence and
objectivity;
• Agreed materiality, scope and fees for the annual
NON-AUDIT SERVICES
Implementing a Non-Audit Services Policy (Policy) is also
key to ensuring the independence of the external auditor.
The Policy for non-audit services sets out the permitted and
non-permitted non-audit services as well as the approval
levels required by the Audit Committee and is designed
to ensure that the external auditor’s objectivity is not
compromised by earning a disproportionate level
of fees for non-audit services or by performing work that, by
its nature, may compromise the auditor’s independence.
However, using advisors who have an understanding of the
Group’s business can be a benefit and the Committee will
consider non-audit services supplied on an ongoing basis.
The Group’s Policy on non-audit services to be provided by
the Group’s auditor defines two types of non-audit services
that may be performed:
• Regulatory services, which are services undertaken as
auditor or reporting accountant which are outside the
scope of the statutory audit but which are consistent
with the role of statutory auditor; and
• Permitted non-audit services, which are services that
the auditor may be permitted to undertake subject
to the appropriate level of approval.
The aggregate fees incurred for permitted non-audit
services relative to the audit fee should not exceed 70%
of the average audit fee over the previous three years,
with such cap applicable to both Group and UK audit fees.
The provision of permitted non-audit services will only be
approved by the Audit Committee if:
• Engagement of the auditor to provide the services does
not impair the independence or objectivity of the
external auditor;
• The skills and experience of the external auditor make
it the most suitable supplier of the non-audit service;
• The auditor does not have a conflict of interest due
to a relationship with another entity; and
• The aggregate fees incurred for permitted non-audit
services relative to the audit fee do not exceed 70%
of the average audit fee over the previous three years.
Permitted non-audit services above a certain level are
approved on a case-by-case basis by the Audit
Committee.
The fees for permitted non-audit services relate to the audit
of processes for payments and receipts in Russia, local tax
audit in El Salvador, review opinion on 2020 financial
statements for the Group’s Dutch subsidiary, review of the
interim financial statements and a turnover certificate in
Hong Kong. The Group remains within the Audit Committee
approved ratio of audit to non-audit fees.
The following non-audit fees incurred with Deloitte were:
Regulatory services
Permitted non-audit services
2021
£’000
–
123
2020
£’000
25
349
The ratio for audit/non-audit work for the year ended
31 December 2021 is 0.03:1. Full details are shown in note 3d
of the notes to the financial statements (page 142).
AUDIT FEES PAID TO THE AUDITOR
Fees paid for services provided by Deloitte (three-year
average) were:
2021
£’000
3,524
2020
£’000
3,365
audit plan; and
Audit fees
• Received updates on upcoming corporate reform
and other regulatory topics.
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
81
STRATEGIC REPORTFINANCIAL STATEMENTSGOVERNANCE
CORPORATE GOVERNANCE REPORT CONTINUED
CSR
COMMITTEE
REPORT
ALEX JENSEN
CHAIR
MEMBERSHIP
Alex Jensen (Chair)
Nayantara Bali*
Jerry Buhlmann
Nigel Stein
Duncan Tait
Till Vestring
Number of
meetings held/
attendance
4/4
2/2
4/4
4/4
4/4
4/4
* Nayantara Bali joined in May 2021.
The Committee’s terms of reference can be found at
www.inchcape.com/governance.
DEAR SHAREHOLDER
I am pleased to present the report of
the CSR Committee for the year ended
31 December 2021. The aim of this report
is to provide an overview of how the
Committee has discharged its responsibilities
during the year
My first year as Chair has seen enormous progress in
the Group’s ESG journey, with the implementation of the
Driving What Matters plan, a Group-wide project with
the assistance of the Carbon Trust to establish the climate-
related risks and opportunities which could have an impact
on the Accelerate strategy, and the setting of ambitious
scope 1 and scope 2 emissions reduction targets.
Excellent progress has been made during 2021, and I would
like to thank colleagues for their dedication and hard work
in moving the ESG agenda forward. As we look to the
future, the Committee will monitor the scope 3 project,
as we begin to understand the overall emissions landscape
both downstream and upstream.
During 2021, we held the first employee forum on culture.
The level of openness and engagement from the
attendees and the continued passion and motivation
demonstrated is a testament to the healthy corporate
culture within the organisation. We plan to have more
employee forums during 2022, to enable the Board to hear
the views of the Group’s employees on a range of topics
which are important to them.
Following the Board evaluation in 2020, the Committee
spent time during the year discussing its remit beyond the
current terms of reference, the interplay with the Board and
its other Committees, and how it can enhance the Board’s
deliberations on ESG matters. As ESG matters become of
increasing importance we will work with the Remuneration
and Audit Committees to ensure appropriate oversight
and will report to the Board on all aspects to aid the
Board’s decision making process.
ALLOCATION OF TIME SPENT (%)
ALEX JENSEN
CHAIR OF THE CSR COMMITTEE
10
30
30
Corporate governance
30
CSR strategy
Health & Safety
Workforce engagement
82
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
DRIVING WHAT MATTERS PLAN
The Plan was developed alongside the Accelerate strategy
and underpins the Group’s purpose. The focus of each
strategic pillar will create a stronger Company, supporting
sustainable growth and performance in the future.
Under People, the aim is to have a safe operating
environment and an inclusive and diverse culture, with
the right talent and skills for future success.
Places focuses on the communities in which Inchcape
operates to support road safety and enable more inclusive
mobility. It also supports social mobility, initially focusing
on career development opportunities for the less privileged
in our communities.
The Planet workstream is looking at the Group’s impact
on the environment, and the impact of climate change
on the Group’s business model and future viability.
Practices focuses on the ethical culture within the business
and how this is understood by employees.
The Driving What Matters plan impacts many areas and the
Committee works closely with the other Board committees
where there is a crossover of responsibilities.
During the year the Committee:
• Reviewed the framework and activation plan for
embedding responsible business into the Group;
• Considered the insights and ideas from the Group’s
employees on each of the four pillars;
• Reviewed the materiality matrix and stakeholder
engagement process; and
• Agreed the priorities and governance structure for the
Driving What Matters plan.
The Committee updated its terms of reference to ensure
that it has appropriate oversight of the Plan. The terms
define the scope and remit of the Committee and are
available on the website www.inchcape.com.
CLIMATE CHANGE
Climate change has also been a significant topic for the
Committee during the year. Members of the Planet
workstream completed a project with the Carbon Trust on
the Taskforce on climate related financial disclosures (TCFD).
Following on from the Board’s review of climate change
risks and opportunities, the Committee carried out a review
of stakeholder benchmarking and gap analysis to
understand the Group’s current position and to identify
priority recommendations to improve disclosure, and to
agree a pathway of future steps alongside current actions
to meet the requirements of the UK’s listing rules.
During the year the Committee:
• Determined whether the Responsible Business framework
supported, and helped progress, the Accelerate
strategy;
• Increased its awareness and knowledge of the TCFD
recommendations and climate change issues;
• Agreed expectations for the TCFD programme and what
inputs would add value;
• Increase knowledge of science-based targets and
understanding of the importance of setting targets for
the Group;
• Approved science-based targets for scope 1 and 2, and
approved plan for reviewing scope 3 targets in 2022; and
• Agreed goal of putting climate aligned strategy that
mitigates risks, capitalises on opportunities and
ambitiously reduces the Group’s own impacts.
WORKFORCE ENGAGEMENT
As the designated Non-Executive Director for workforce
engagement (DNED), I attended several employee
townhalls which were held virtually. The townhalls gave me
an opportunity to see how employee engagement worked
in practice and it was positive to see such a supportive,
and transparent forum led by the Group Chief Executive,
Duncan Tait. Employees are encouraged to ask any
questions on any topics and the responses were detailed
and informative.
The role of DNED is relatively new and as such is evolving.
We have not been able to have face-to-face meetings so
any engagement has been virtual. This has the benefit of
being able to reach a wider range of employees but time
zone differences have meant that engagement has been
split between regions. The Committee, and the Board,
however believe this is the most effective mechanism for
engaging with the workforce given the structure and
spread of the Group’s operations.
Obtaining the views of employees is a vital source of insight
and information and it is proposed that forums will be held
on a regular basis covering a wide range of issues.
In addition to the culture forum detailed below, Jane
Kingston also held a reward forum with a group of UK-
based employees to get their views on Executive
remuneration and the UK reward structure as a whole.
Further details can be found on page 85.
CULTURE FORUM
In January 2022, I hosted an employee forum on culture,
with the support from the Group Talent and Organisational
Design Director.
The Group has undergone a significant amount of change
in recent years, with the appointment of a new CEO and
CFO since 2019, the implementation of the Accelerate
strategy, the fast paced digital advances, including a
finance change programme, and the acquisition of various
new businesses. All of these can impact a company’s
culture both positively and negatively so it was felt that
an employee forum on culture would give the Board an
indication of the current culture and whether that was
aligned to Company’s purpose. This also coincided with
the development of the new values framework and
attendees were asked for their input into the ‘One
Inchcape’ values and behaviours. Please see page 74
for further details.
The Board, the Group Executive Team and senior
management pride themselves on creating a culture
of openness and this was evident during the forum. The
attendees were comfortable in expressing their views, both
positive and negative, in a constructive manner. The forum
consisted of interactive questions followed by open
discussion where we discussed a myriad of topics including:
• What words come to mind when you think of Inchcape’s
culture;
• How leadership performed during the pandemic;
• How wellbeing is considered by senior management;
• Language barriers which arise in a global organisation;
• What career development actually means and how
it can be achieved; and
• What is the ‘way we do things’ at Inchcape.
I update the Board on the forum and any outcomes,
to allow additional perspective and insights which are
not always clear from the results of employee engagement
surveys.
HEALTH & SAFETY
The HSE risk management programmes are in place
across all regions with solid improvement across all key
performance indicators. A cultural shift is emerging as
safety in its broadest meaning becomes more prominent
with regular meetings and discussions driving awareness,
engagement and ownership. The HSE reporting tool now
gives the Committee and the Board oversight of
compliance, with regular updates given to the Board
throughout the year.
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
83
STRATEGIC REPORTFINANCIAL STATEMENTSGOVERNANCE
CORPORATE GOVERNANCE REPORT CONTINUED
DIRECTORS’
REPORT ON
REMUNERATION
DEAR SHAREHOLDER
On behalf of the Board, I am pleased
to present the Directors’ Report on
Remuneration (DRR) for the year ended
31 December 2021.
JANE KINGSTON
CHAIR
MEMBERSHIP
Jane Kingston (Chair)
Jerry Buhlmann
Nigel Stein
Till Vestring
Number of
meetings held/
attendance
Ad hoc meetings
held/attendance
3/3
3/3
3/3
3/3
1/1
1/1
1/1
1/1
Other regular attendees at meetings at the invitation of
the Committee include the Group Chief Executive Officer,
Chief Financial Officer, Chief HR Officer, Group Reward
and Pensions Director, and the external independent
remuneration advisor Ellason LLP.
ALLOCATION OF TIME SPENT (%)
40
20
40
Corporate governance
Executive remuneration
Incentives
2021 presented just as many challenges as we experienced
in 2020, with many of our markets impacted by pandemic
related restrictions, especially in the first half of the year.
However, drawing on all we learnt in 2020, the business has
performed remarkably well as we have learned to operate
effectively in the continuing uncertainty of the Covid-19
world and throughout 2021 the Company did not furlough
any employees.
Where we have seen restrictions, we have found ways to
continue to operate to meet customers’ needs, receiving
orders remotely and delivering directly to the customer’s
home. This was further enabled by the significant progress
made on our digital capabilities allowing us to trade in
a near normal way for both new and used vehicles
and providing a seamless, more convenient customer
experience.
In addition, we have found Covid-19 safe ways to operate
our aftersales businesses despite the restrictions across
some of our markets. All the above, together with the
diversity of OEMs and revenue streams, and the launch of
the Accelerate strategy which added renewed spirit within
the organisation, has led to very strong results for the year
ended 31 December 2021.
Once again, our employees have shown dedication and
resilience throughout the year, for which we thank everyone.
BUSINESS PERFORMANCE AND REMUNERATION
OUTCOMES FOR 2021
Targets for the 2021 bonus and long-term incentive plans
were set by the Committee in the context of Covid-19’s
continuing and uncertain impact on business
performance, taking into account the reasonably
foreseeable impact of disruption during the year.
As noted above, in all markets we found ways to trade
successfully though the Covid-19 restrictions, with higher
new and used vehicle prices supporting revenue and
stronger margins resulting in a high level of profitability
and gross margins have exceeded historical averages
(most notably in used cars).
84
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
The Group delivered revenue of £7.6bn, profit before tax
of £296m, EPS of 56.2p (basic adjusted), and ROCE of 30%
which have resulted in the following outcomes:
2021 BONUS
The 2021 bonus was based on a matrix of PBT and revenue,
with results exceeding the stretch targets resulting in a
pay-out at the maximum level for the financial elements of
the bonus. Strong progress was also made on the strategic
objectives which account for 20% of the annual bonus
opportunity. Duncan Tait received a bonus of 147% of salary
and Gijsbert de Zoeten received a bonus of 150% of salary.
Please see pages 96 and 97 for further details.
2019 PSP/CIP
The 2019 awards vested based on EPS and ROCE
performance over the three years ending 31 December
2021. Under the EPS component (60% of the award), the
threshold growth of 4% p.a. was not achieved. The ROCE
component (40% of the award), however, will vest in full
as the three-year ROCE average, of 21.5%, is above the
maximum target of 20.5%. Therefore, the 2019 LTIP will vest
at 40% of maximum.
Neither Duncan Tait nor Gijsbert de Zoeten were granted
awards under the 2019 PSP or CIP.
The Committee is satisfied that the total remuneration
received by the Executive Directors in 2021 appropriately
reflects the Company’s performance over the year and,
as such, no discretion was exercised by the Committee to
adjust the bonus or long-term incentive outcomes.
WIDER WORKFORCE REMUNERATION
The Committee receives a broad review of wider workforce
remuneration trends and plans at the start of each year
and considers this to be important and relevant context
for the pay decisions it makes regarding the Executive
Directors and senior managers. The review includes analysis
of the workforce norms for the major markets in which we
operate, together with an overview of the annual review
process and notice of any material changes to benefits
and incentive arrangements.
ENGAGEMENT WITH THE WORKFORCE
In October 2021, I chaired an employee forum which
focused on executive and employee reward at Inchcape.
The forum consisted of a range of Group and UK
colleagues from a range of Group and UK employees to
get a broad range of perspectives. The reward forum was
limited to UK personnel as these teams are part of the same
pay structure and tax regime as the Executive Directors,
although the forum will be expanded to international
teams in the future.
The forum gave me an opportunity to converse with
employees, get a clear understanding of their views on
remuneration and also to give them an understanding
of the role and responsibilities of the Board and the
Remuneration Committee; this exercise has been
especially relevant as we prepare for our three-year
remuneration policy review in 2022.
Topics discussed included:
• The Board and its role at Inchcape – Executive and
Non-Executive Directors;
• Executive and senior manager reward arrangements
and corporate governance framework;
• Structures of reward at Inchcape – why there are
differences at different levels; and
• Wider workforce remuneration policies including pay
scales and long-term incentives.
We gained valuable insights from employees whose
feedback included the importance of further work on
gender pay gap issues, the value of employee vehicle
purchase plans and the availability for EVs, and an interest
in a personalised reward statement for employees.
ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG)
METRICS REFLECTED IN REMUNERATION PLANS
The Driving What Matters plan, the Group’s responsible
business framework, focuses on four pillars: People, Places,
Planet and Practices. The plan has been developed
alongside the Accelerate strategy and underpins the
Company’s purpose of bringing mobility to the world’s
communities – for today, for tomorrow and for the better.
Further information can be found on pages 33 to 38.
Please see page 97 for details of the strategic objective for
Duncan Tait relating to the responsible business framework.
The science-based reduction targets for scope 1 and 2
GHG emissions have been adopted by the Group and we
will begin assessing scope 3 emissions during 2022. The
Remuneration Committee is following progress on this and
executive accountability will be reflected in the personal
goal element of the 2022 bonus plan. At this stage, the
Committee believes it is premature to embed such goals
in the PSP awards but will consider this further as part of
the policy review ahead of the 2023 AGM.
APPLICATION OF THE REMUNERATION POLICY FOR 2022
2022 SALARY
The Committee approved a salary increase of 3.5% for
the Executive Directors, which is in line with the UK average
salary increase. The salary increases will take effect from
1 April 2022.
2022 BONUS
The bonus matrix of revenue and profit before tax will
continue to apply for the 2022 performance year. The
maximum annual bonus opportunity remains unchanged
at 150% of salary. 80% is based on financial measures and
20% on personal objectives.
2022 PSP/CIP
The 2022 PSP and CIP performance measures will continue
to be based on EPS, ROCE and cash conversion. Awards
will be granted at 180% of salary under the PSP and a
matching award of up to 100% of salary under the CIP.
Please see page 99 for further details.
LOOKING FORWARD
The current remuneration policy was approved by
shareholders at the AGM in May 2020 and as required under
the regulations a new remuneration policy will be submitted
to shareholders for approval at the AGM in May 2023.
During 2022, the Committee will undertake a review of the
policy to ensure that it continues to support the business,
the new Accelerate strategy, and meets the expectations
of shareholders and other stakeholders. As part of this
review, the Committee will engage with colleagues
representing the Group, and will consult with major
shareholders in advance of any changes to the policy
being proposed.
JANE KINGSTON
CHAIR OF THE REMUNERATION COMMITTEE
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
85
STRATEGIC REPORTFINANCIAL STATEMENTSGOVERNANCE
CORPORATE GOVERNANCE REPORT CONTINUED
REMUNERATION
AT A GLANCE
SUMMARY OF
GROUP FINANCIAL
PERFORMANCE IN 2021
£7.6bn
Revenue
£296m
PBT
30%
ROCE
56.2p
EPS
MEASURES USED
FOR ANNUAL
BONUS (%)
MEASURES USED
FOR LONG-TERM
INCENTIVE PLANS (%)
20
40
40
40
60
Profit before tax
Revenue
Objectives
REVENUE*
EPS
ROCE
Threshold
£6.3b
Stretch
£7.3b
Target
£6.8b
PROFIT BEFORE TAX*
Threshold
£170m
Stretch
£230m
Target
£200m
* Targets and performances shown at constant currency rates during year.
Actual
£7.8b
Actual
£308m
SHARE OWNERSHIP POLICIES
DUNCAN TAIT
99%
GIJSBERT DE ZOETEN
159%
DETAILS OF CURRENT HOLDINGS can be found on page 99
The Executive Directors are required
to hold a fixed number of shares
equivalent to 200% of base salary.
They have five years from the date
of appointment to reach this
shareholding.
Duncan Tait and Gijsbert de Zoeten
held 99% and 159% of salary
respectively as at 31 December
2021, using the share price as at
31 December 2021 of 909.5p.
86
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
REMUNERATION COMMITTEE SNAPSHOT
Jane Kingston has chaired the
Committee since July 2019.
All members of the Remuneration
Committee are independent
Non-Executive Directors. The
Committee reviewed its composition
during the year with no changes
being made to its membership
in 2021.
The Remuneration Committee
reviewed the 2020 LTIP awards,
determined no bonus was payable
for 2020, set 2021 bonus targets for
the Executive Directors and Group
Executive Team, and approved the
grant of long-term incentives in 2021.
During the year, the Committee
approved salary increases for the
Executive Directors and Group
Executive Team members, and
approved updated share plan
rules for the CIP and PSP.
The Committee will continue to
review ESG measures to include in
long-term structures to ensure such
measures are appropriate for the
business, are transparent and are
measured robustly.
The Remuneration Committee
Chair hosted a colleague forum to
engage with the wider workforce
on executive and senior manager
reward arrangements. More sessions
will continue in 2022 which will widen
its focus and include a boarder
selection of employees.
The Remuneration Committee’s
terms of reference can be found
online at: www.inchcape.com.
Following a review of the terms
of reference during the year,
no changes were made.
HOW THE POLICY WILL BE APPLIED IN 2022
SALARY
PENSION CONTRIBUTION
• From 1 April 2022, the CEO will
receive a salary of £827,483
and the CFO will receive a salary
of £536,682.
• The average UK salary increase
was 3.5%.
SHARE PLANS
• The CEO and CFO will receive
a PSP award of 180% of salary.
• The CEO and CFO will be invited
to participate in the 2022 SAYE
scheme.
• The CEO and CFO received a
bonus of 147% and 150% of salary
respectively, in line with policy,
47% of salary for the CEO and
50% of salary for the CFO will
automatically be invested in the
co-investment plan and be
eligible for a 2:1 match (subject
to performance).
• Executive Directors will receive
a pension contribution of 10%
of salary which is in line with
the UK workforce average.
ANNUAL BONUS
• 80% of the 2022 bonus will be
based on a financial
performance matrix of revenue
and profit before tax with the
remaining 20% of the bonus
based on strategic objectives.
LTIP PERFORMANCE TARGETS
• The performance measures for
PSP and CIP will continue to be
based on EPS (40%), ROCE (40%)
and cash conversion (20%).
• The ranges reflect current
performance expectations
over the next three years.
.
PAY SCENARIOS AND
OUT-TURN FOR 2021
CEO total remuneration (£’000s)
£5,440
62%
£4,321
52%
£2,042
27%
29%
43%
£833
100%
28%
22%
£2,054
20%
16%
Minimum On-target Maximum Maximum
with share
price growth
2021
Actual
pay
out-turn
CFO total remuneration (£,000’s)
£3,546
61%
£2,820
51%
£1,342
27%
29%
44%
£590
100%
28%
22%
£1,364
21%
17%
Minimum On-target Maximum Maximum
with share
price growth
2021
Actual
pay
out-turn
Fixed remuneration
Annual bonus
Long-term incentives
(PSP and CIP)
2021 actual pay outturn
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
87
STRATEGIC REPORTFINANCIAL STATEMENTSGOVERNANCE
CORPORATE GOVERNANCE REPORT CONTINUED
PART 1 —
DIRECTORS’
REMUNERATION POLICY
This section of the report sets out a summary of the policy that was approved by shareholders
at the Annual General Meeting held on 21 May 2020. The full policy can be found in last year’s
annual report or at www.inchcape.com
ALIGNMENT OF THE REMUNERATION POLICY
This section outlines how clarity, simplicity, risk, predictability, proportionality and alignment to culture were addressed
when reviewing the current remuneration policy and its implementation as required under provision 40 of the UK
Corporate Governance Code.
• The Committee believes that the disclosure of the remuneration arrangements is transparent with clear rationale
provided on implementation and changes to policy. The Committee remains committed to consulting with
shareholders and other key stakeholders on the policy and its application.
• The Committee believes the performance measures used in the long-term incentive plans, along with those in
the bonus, also aid simplicity due to the clear alignment to Inchcape’s strategy, and are familiar to all stakeholders.
• The Committee has ensured that remuneration arrangements do not encourage and reward excessive risk taking
by setting targets to be stretching yet realistic, with discretion to adjust formulaic bonus and PSP outcomes and
expanding the circumstances in which malus and clawback can be applied.
• The link to strategy of the performance measures used and the setting of targets balances predictability and
proportionality by ensuring outcomes do not reward poor performance in the short and long-term. The policy is
consistent with Inchcape’s culture as well as strategy, therefore driving behaviours which promote the long-term
success of Inchcape.
SUMMARY OF THE REMUNERATION POLICY FOR EXECUTIVE DIRECTORS
Element
Objective and link to strategy
Opportunity
Base salary
To pay a competitive salary which attracts, retains
and motivates talent to make decisions which
drive the Company’s strategy and create value
for stakeholders.
Increases are not expected to exceed the average increase for
senior management, unless a change in scope or complexity
of role applies.
Annual bonus
To motivate and reward for the achievement
of the Company’s strategic annual objectives.
150% of salary maximum payable for achieving stretch
performance against all measures.
Performance
Share Plan (PSP)
To provide a meaningful reward to senior executives
linked to the long-term success of the business.
The use of performance shares enables the delivery
of median pay for median performance and upper
quartile pay for upper quartile performance.
75% of salary payable for target performance.
15% of salary payable for entry level performance.
Normal PSP opportunities will be 180% of salary.
Award levels are subject to an individual limit of 300% of salary.
Threshold level performance will result in 25% vesting of the
PSP award.
Co-Investment
Plan (CIP)
To encourage executive share ownership and
reinforce long-term success.
Executive Directors may invest up to an overall maximum
of 50% of salary. Maximum match of 2:1, threshold of 0.5:1.
Save As You Earn
(SAYE)
Pension
To encourage share ownership
Maximum matching award is therefore 100% of salary in
any year, and threshold matching award is 25% of salary.
Participation limits are those set by the UK tax authorities from
time to time.
To provide market competitive pension benefits
where it is cost-effective and tax-efficient to do so.
Executive Directors are entitled to a cash supplement of up to
10% of salary.
Other benefits
To provide market competitive benefits where
it is cost-effective and tax-efficient to do so.
It is not anticipated that the costs of benefits provided will
materially exceed 5% of salary for existing Executive Directors.
In-post
shareholding
guidelines
Post-exit
shareholding
guidelines
To encourage share ownership and alignment
of executive interest with those of shareholders.
To reinforce long-term alignment of executive
interests with those of shareholders post-termination.
88
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
The Committee retains the discretion to approve a higher cost
in exceptional circumstances (e.g. relocation).
Executive Directors are required to hold a fixed number of shares
equivalent to 200% of base salary. They have five years from the
date of appointment to reach this shareholding.
A departing Executive Director is required to maintain a
shareholding for two years post-termination, set at the lower of
the actual shareholding on exit and the in-post shareholding
guideline.
SUMMARY OF THE REMUNERATION POLICY FOR EXECUTIVE DIRECTORS CONTINUED
NOTES TO THE POLICY
Payments from existing awards
Executive Directors are eligible to receive payment from
any award made prior to the approval and implementation
of the remuneration policy detailed in this report. Such
awards include vested but unexercised options.
Selection of performance measures and target setting
The annual bonus measures have been selected to
incentivise sustainable growth in profits. The matrix structure
continues to provide a balanced focus between
commercial and cash initiatives. A mix of strategic
measures will continue to be selected each year to
reinforce the Group’s strategic objectives.
The Committee believes that EPS (adjusted) and ROCE
continue to be suitable measures of long-term performance
for the Group. EPS is consistent with the Group’s long-term
strategy focusing on sustainable growth while ROCE
supports the Group’s cash initiatives of controlling working
capital and capital expenditure. When ROCE is used in
combination with EPS, it ensures there is a balance
between growth and returns. The cash conversion measure
reflects the criticality of cash generation for Inchcape,
which is required to support its continued evolution.
Performance targets are set to be stretching and
achievable, taking into account the Company’s strategic
priorities and the economic environment in which the
Company operates.
The Committee has considered the use of other
performance measures to reinforce the Company’s
long-term objectives, including relative TSR. However, given
the diversity of the Group’s operations, it would be difficult
to set a relevant and robust comparator group for assessing
relative TSR performance and there would be some
difficulty in cascading appropriately down the organisation.
Targets are set taking into account a range of reference
points including the strategy and broker forecasts for the
Group. The Committee believes that the performance
targets set are appropriately stretching, set to reward for
outperformance of the market and that the maximum
will only be achievable for truly outstanding performance.
Please see pages 98 to 99 for further details on the
target ranges.
The Committee retains discretion to adjust the annual
bonus outcome up or down to ensure that it is a fair
reflection of the Group’s underlying performance. The
Committee also has the ability to adjust the number of
shares vesting under the PSP and CIP to ensure it is a fair
reflection of underlying performance during the
performance period.
The Committee also has the discretion to adjust the
performance conditions for long-term incentive plans in
exceptional circumstances, provided the new conditions
are no tougher or easier than the original conditions.
Any discretion exercised by the Committee in the
adjustment of performance conditions will be fully
explained to shareholders in the relevant Annual Report on
Remuneration. If the discretion is material and upwards, the
Committee will consult with major shareholders in advance.
Malus and clawback
These provisions allow the Committee in certain
circumstances (such as gross misconduct or a material
misstatement of the Group financial statements,
reputational damage or corporate failure) the discretion to:
• Reduce bonus, PSP and/or CIP;
• Cancel entitlement of bonus;
• Prevent vesting of the PSP and/or CIP; or
• Allow the Company within two years of payment/vesting
of award to claim back up to 100% of the award.
Participants are informed about the malus and clawback
conditions on their bonus at the start of each year and are
required to confirm acceptance of malus and clawback
provisions on their PSP and CIP awards upon grant.
Composition of remuneration arrangements
A significant proportion of Executive Directors’ pay is variable, long-term and remains ‘at risk’ (i.e. subject to malus and
clawback provisions). Charts are based on maximum payout scenarios for Executive Directors.
FIXED VS. VARIABLE (%)
21
79
Fixed: base salary, benefits and pension
Variable: annual bonus, PSP and CIP
SHORT-TERM VS. LONG-TERM (%)
37
63
Short-term: fixed plus annual bonus paid as cash
Long-term: PSP, CIP and annual bonus deferred into CIP
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
89
STRATEGIC REPORTFINANCIAL STATEMENTSGOVERNANCE
CORPORATE GOVERNANCE REPORT CONTINUED
Remuneration policy for other employees
Our approach to salary reviews is consistent across the
Group with consideration given to the level of responsibility,
experience, individual performance, salary levels in
comparable companies (using remuneration surveys,
where appropriate) and the Company’s ability to pay.
Senior employees participate in an annual bonus scheme
which has similar performance targets to those of the
Executive Directors. Below this level, local incentive
schemes are in place for management and non-
management employees. Opportunities and performance
conditions vary by country and organisational level, with
business unit-specific metrics incorporated where
appropriate. Commission-based arrangements are also
operated for certain roles.
REMUNERATION POLICY FOR NON-EXECUTIVE DIRECTORS
Senior managers also receive PSP awards while
participation in the CIP is limited to Executive Directors,
Group Executive Team members and the next level of
executives (c. 20 individuals). Performance conditions are
consistent for all participants while award sizes vary by
organisational level. In-post share ownership guidelines
apply to Executive Directors.
All UK employees are eligible to participate in the SAYE
scheme on the same terms.
Pension and benefits arrangements are tailored to local
market conditions, and so various arrangements are in
place for different populations within the Group. The Group
has calculated the average equivalent pension
contribution across UK employees to be 10% of salary.
Objective and link to
strategy
To provide fair
remuneration, reflecting
the time commitment
and responsibilities of
the role.
Operation and performance metrics
Opportunity
Non-Executive Directors receive a fixed fee and do not
participate in any incentive schemes or receive any other
benefits, except the Chairman who receives medical cover.
Fee levels are reviewed regularly, with any adjustments
effective immediately after the review is approved.
Additional fees are payable for acting as Senior Independent
Director and as Chair of any of the Board’s Committees
(excluding the Nomination Committee).
The Chairman’s fee is determined by the Remuneration
Committee and the fees for other Non-Executive Directors are
determined by the Executive Directors.
Non-Executive Directors may elect to receive up to 20% of their
net fees p.a. as Company shares.
Appropriate adjustments may be made
to fee levels, taking account of:
• increases awarded across the Group as
a whole and conditions elsewhere in the
Group;
• Fee levels within organisations of a similar
size, complexity and type; and
• Changes in complexity, responsibility or
time commitment required for the role.
Fees paid to Non-Executive Directors are within the limits approved by shareholders. This limit, currently at an aggregate of
£1,200,000, was last approved by shareholders at the 2021 AGM.
NON-EXECUTIVE DIRECTORS’ TERM OF APPOINTMENT
The Non-Executive Directors are appointed for an initial three-year term which can be terminated by either party on one
month’s notice (six months for the Chairman).
Jerry Buhlmann
Nayantara Bali
Alex Jensen
Jane Kingston
John Langston
Nigel Stein
Till Vestring
01 March 2017
27 May 2021
29 January 2020
25 July 2018
01 August 2013
08 October 2015
01 September 2011
One month
One month
One month
One month
One month
Six months
One month
CONSIDERATION OF CONDITIONS ELSEWHERE IN
THE GROUP
The Committee reviews and approves all remuneration
arrangements for the Group Executive Team and the
Group Company Secretary. The Committee also reviews
the pay budgets and benefit structures across the general
population which are considered when determining
remuneration for Executive Directors and the Group
Executive Team.
The Company has a diverse, international spread of
businesses as well as a wide variety of roles, from petrol
pump attendants and valeters through to Chief Executives
of our individual businesses. Pay levels and structures
therefore vary to reflect local market conditions. The Chair
of the Remuneration Committee facilitated an employee
forum on executive remuneration during 2021, and will
continue to engage with employees in this manner at least
annually.
The remuneration policy is published in the Annual Report
and Accounts and is available to all employees for their
review. The Remuneration Committee is available to
answer any questions employees may have about the
policy or to provide clarification on any remuneration
matters. Elements of the policy are cascaded down the
organisation such as bonus and long-term incentive plans.
The policy also aligns the pension contribution for newly
appointed Executive Directors with the UK employee
average which is currently 10% of salary.
CONSIDERATION OF SHAREHOLDER VIEWS
When determining remuneration, the Committee takes into
account the guidelines of representative investor bodies
and proxy advisors and shareholder views.
The Committee is always open to feedback from
shareholders on remuneration policy and arrangements.
We are committed to undertaking shareholder consultation
90
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
in advance of any proposed changes to remuneration policy, as evidenced by our consultation in 2020 with shareholders
representing 70% of the Company’s issued share capital. The Committee will continue to monitor trends and developments
in corporate governance and market practice to ensure the structure of executive remuneration remains appropriate.
PERFORMANCE SCENARIOS
The charts below show the remuneration that Executive Directors could expect to obtain based on varying performance
scenarios. These illustrations are intended to provide further information to shareholders regarding the pay-for-performance
relationship. However, actual pay delivered will be influenced by actual changes in share price and the vesting periods of
awards.
Duncan Tait – Group Chief Executive
Total remuneration (£’000s)
Gijsbert de Zoeten – Chief Financial Officer
Total remuneration (£’000s)
£5,628
62%
£4,470
52%
£2,113
27%
29%
28%
22%
£914
100%
43%
20%
16%
£3,674
61%
£2,922
51%
£1,391
27%
29%
44%
£613
100%
28%
22%
21%
17%
Minimum On-target Maximum Maximum
with share
price growth
Minimum On-target Maximum Maximum
with share
price growth
Fixed remuneration
Annual bonus
Long-term incentives (PSP and CIP)
Notes on the performance scenarios:
Element
Assumptions
Fixed
remuneration
• Total remuneration comprises base salary, benefits and pensions
• Base salary – effective from 1 April 2022
• Benefits– as provided in the single figure table on page 95
• Pension– 10% cash in lieu of pension
Minimum
On-target
Maximum
Maximum with share price growth
Variable pay Annual bonus No payout
CIP
No vesting
Target payout (50% of
maximum)
Assumes full voluntary
investment
Maximum payout
Threshold match of 0.5:1
Maximum vesting
PSP
No vesting
Threshold vesting (25% of
maximum)
Maximum vesting
Maximum vesting + 50% share
price growth
Maximum vesting + 50% share
price growth
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
91
STRATEGIC REPORTFINANCIAL STATEMENTSGOVERNANCE
CORPORATE GOVERNANCE REPORT CONTINUED
APPROACH TO RECRUITMENT REMUNERATION
External appointments
When appointing a new Executive Director, the Committee may make use of any of the existing components of
remuneration, as follows:
Component
Base salary
Pension
Benefits
Annual bonus
PSP
CIP
Other
Approach
The base salaries of new appointees will be determined by
reference to the scope of the role, experience of the individual,
pay levels at organisations of a similar size, complexity and type,
pay and conditions elsewhere in the Group, implications for total
remuneration, internal relativities and the candidate’s current base
salary.
New appointees will be eligible to participate in the Group’s
pension plan and receive a cash supplement on similar terms to
Executive Directors appointed after 2019.
New appointees will be eligible to receive normal benefits
available to senior management, including (but not limited to)
company cars, medical care, life assurance and relocation
allowance.
The annual bonus described in the policy table will apply to new
appointees with the relevant maximum being pro-rated to reflect
the proportion of employment over the year.
Maximum annual grant
value
n/a
n/a
n/a
150% of salary
New appointees will be granted awards on the same terms as other
Executive Directors as described in the policy table.
300% of salary
New appointees will be granted awards on the same terms as other
Executive Directors as described in the policy table.
100% of salary
The combined
maximum is not
intended to exceed
400% of salary
The Committee will consider on a case-by-case basis if all or some
of the incentives forfeited on leaving a previous employer will be
‘bought-out’.
n/a
If the Committee decides to buy-out forfeited awards, the award
will be structured on a comparable basis, taking into account any
performance conditions attached, time to vesting and share price
at the time of buy-out.
The Committee retains the discretion to make use of the relevant
Listing Rule to facilitate such a buy-out.
NOTES TO RECRUITMENT REMUNERATION POLICY
In determining the appropriate remuneration for a new Executive Director, the Committee will take into consideration
all relevant factors to ensure that arrangements are in the best interests of the Group and its shareholders.
INTERNAL APPOINTMENTS
In cases of internal promotions to the Board, the Committee will determine remuneration in line with the policy for external
appointees as detailed above. Where an individual has contractual commitments made prior to their promotion to
Executive Director level, the Company will continue to honour these arrangements. Incentive opportunities for employees
below Board level are typically no higher than for Executive Directors.
NON-EXECUTIVE DIRECTORS
In recruiting a new Non-Executive Director, the Committee will use the policy as set out in the table on page 90. A base fee
in line with the prevailing fee schedule would be payable for Board membership, with additional fees payable for acting as
Senior Independent Director or as Chair of the Audit, Remuneration and CSR Committees as appropriate.
EXIT PAYMENT POLICY, SERVICE CONTRACTS AND CHANGE OF CONTROL
The Company’s policy is to limit severance payments on termination to pre-established contractual arrangements.
In addition, the Company retains discretion to settle any other amount reasonably due to the Executive Director, for
example, to meet legal fees incurred by the Executive Director in connection with the termination of employment, where
the Company wishes to enter into a settlement agreement and the individual must seek independent legal advice.
In the event that the employment of an Executive Director is terminated, any compensation payable will be determined
in accordance with the terms of the service contract between the Company and the employee as well as the rules of
any incentive plans. When considering exit payments, the Committee reviews all potential incentive outcomes to ensure
they are fair to both shareholders and participants.
92
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
The table below summarises how the awards under the annual bonus, PSP and CIP are typically treated in specific
circumstances, with the final treatment remaining subject to the rules of the relevant plans (subject to any Committee
discretion):
Component
Circumstance
Treatment
Payment/vesting date
(if relevant)
Annual bonus
Resignation.
Bonus will lapse unless the date of leaving is after the year end
and the individual is not serving their notice period. The bonus
will only be paid to the extent the targets set at the beginning of
the year have been achieved.
Either the end of the
performance period
or at the Committee’s
discretion.
Death, ill-health,
redundancy,
retirement or any
other reason which
the Committee
may, in its absolute
discretion, permit.
Change of control.
PSP and CIP
Resignation.
Death, ill-health,
redundancy,
retirement (CIP
only) or any other
reason which the
Committee may, in its
absolute discretion,
permit.
Change of control.
The bonus will only be paid to the extent the targets set at the
beginning of the year have been achieved.
Any bonus payment will be pro-rated for time served during
the year.
Unvested awards will lapse on date of leaving. Any vested
awards can be exercised.
Any unvested awards will be pro-rated for time and
performance.
Either the end of the
performance period
or at the Committee’s
discretion.
Either the end of the
performance period
or at the Committee’s
discretion.
At the normal release
date (save where
the Committee has
discretion to determine
otherwise or the rules
provide otherwise).
Any unvested awards will be pro-rated for time and
performance.
At the time of change
of control.
SERVICE CONTRACTS
The Company’s policy is for Executive Directors’ service contract notice periods to be no longer than 12 months, except
in exceptional circumstances. All current contracts contain notice periods of 12 months.
Name
Duncan Tait
Gijsbert de Zoeten
Date of contract
1 June 2020
27 August 2019
Notice period
12 months
12 months
Unexpired term
To retirement
To retirement
The Company may terminate an Executive Director’s contract by paying a sum equal to base salary and, in certain
circumstances, benefits including pension and life assurance, company car and entitlement to holiday pay for the
12-month period. Executive Directors’ service contracts are available to view at the Company’s registered office.
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
93
STRATEGIC REPORTFINANCIAL STATEMENTSGOVERNANCE
CORPORATE GOVERNANCE REPORT CONTINUED
PART 2 —
ANNUAL REPORT
ON REMUNERATION
The following section provides details of how the Company’s remuneration policy was
implemented during the financial year to 31 December 2021 and how it will be implemented
in the financial year to 31 December 2022.
THE PRINCIPAL DECISIONS MADE BY THE COMMITTEE:
LONG-TERM INCENTIVE TARGETS
The impact of Covid-19 on the Group’s performance continued into 2021, creating unprecedented levels of uncertainty
and volatility of outcomes. The difficulty in forecasting how the measures would perform created a risk that predictions
may lead to outcomes which do not fairly represent underlying business performance over the period. When considering
whether the proposed targets were challenging enough, the Committee spent time discussing internal forecasts, and
investor expectations, the stakeholder experience, and stress-testing specific scenarios. The Committee made the decision
to delay setting the targets for the PSP and CIP to May 2021, to ensure that the latest and most accurate information around
external market dynamics was used.
The Committee approved the following performance measures for the PSP and CIP awards granted in 2021:
• The relative weighting on EPS, ROCE and FCFC remained unchanged at 40:40:20 respectively;
• EPS targets were set as a pence range of 133p to 150p;
• ROCE targets were increased from 16.5% to 20.5%, to 19% to 23%;
• The FCFC range remained at 55% to 70%; and
• Grant sizes remained as per the approved Remuneration Policy.
Please see page 98 for details of the performance target outcomes for the awards granted in 2019, and page 99 for
the performance targets for the 2022 long-term incentive awards.
2021 BONUS
The Committee considered the possibility of intermittent lockdowns, the roll-out of the vaccine in each market, and the
potential of new strains of the virus impacting the Group’s ability to conduct business in 2021. As such, the potential Covid-19
impact was included in the AOP figures agreed by the Board which was reflected in the performance volatility in the
threshold and maximum levels used for the 2021 Bonus Plan. The Committee agreed that the bonus matrix be amended
for 2021 to broaden the ranges around Plan to +/- 7.5% on Revenue and +/- 15% on PBT, with the broader range reflecting
the differing scenarios which could present over the financial year.
Please see page 96 for details of the performance achieved in 2021 and the resulting bonus outcomes.
EXECUTIVE DIRECTOR’S REMUNERATION
2021 salary review
As disclosed in last year’s Annual Report and Accounts, Duncan Tait received a salary increase of 2.5% and Gijsbert de
Zoeten received a salary increase of 3.8% with effect from 1 April 2021. The increase for Gijsbert de Zoeten was above
the average workforce increase as the Committee agreed that this was appropriate to reflect the significant additional
responsibilities the CFO has in his role and also his performance and contribution to the business to date.
2022 salary review
The Committee approved a salary increase of 3.5% for each of the Executive Directors. This is in line with the average
UK workforce increase.
GROUP EXECUTIVE REMUNERATION
The Committee reviewed, and approved, the remuneration packages for members of the Group Executive Team taking
into account pay for employees across the Group and in the relevant regional markets.
WIDER WORKFORCE REMUNERATION
The Committee considered the reward landscape for the wider workforce including total bonus outcomes for all
senior management, the achievement of regional financial targets, and the distribution of performance outcomes
for personal objectives.
94
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
SINGLE TOTAL FIGURE OF REMUNERATION (AUDITED)
The table below sets out the total remuneration received by the Directors for the year ended 31 December 2021:
Base salary/
fees(a)
£’000
Taxable
benefits(b)
£’000
Single-year
variable(c)
£’000
Multiple-year
variable(d)
£’000
Pension(e)
£’000
Other(f)
£’000
Total
£’000
Total
Fixed(a+b+e+f)
£’000
Total
variable(c+d)
£’000
Name
2021 2020 2021 2020
2021 2020 2021 2020 2021 2020 2021 2020 2021 2020 2021 2020
2021 2020
Current Executive
Directors
Duncan Tait
Gijsbert de
Zoeten
795
416
4
3
1,176
514
461
21 194
778
Current
Non-Executive Directors
Nigel Stein
333
277
Nayantara Bali*
Jerry Buhlmann
Alex Jensen
Jane Kingston
John Langston
Till Vestring
Former Directors**
Stefan Bomhard
Rachel Empey
38
83
75
78
78
63
–
21
–
70
48
67
65
63
343
55
3
–
–
–
–
–
–
–
–
2
–
–
–
–
–
–
10
–
–
–
–
–
–
–
–
–
–
Total
2,078 1,865
28 209
1,954
0
0
–
–
–
–
–
–
–
–
–
0
0
0
–
–
–
–
–
–
–
–
–
0
0
0
–
–
–
–
–
–
–
–
–
79
46
51
49
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
114
–
0 130
209
0
0
–
–
–
–
–
–
–
–
–
0
3 2,054
468
878
468
1,176
3 1,364
707
586
707
778
–
–
–
–
–
–
–
4
–
336
279
336
279
38
83
75
78
78
63
–
21
–
70
48
67
65
63
471
55
38
83
75
78
78
63
–
21
–
70
48
67
65
63
471
55
–
–
–
–
–
–
–
–
–
10 4,190 2,293 2,236 2,293
1,954
0
0
–
–
–
–
–
–
–
–
–
0
* Nayantara Bali joined in May 2021.
** Stefan Bomhard left in June 2020 and Rachel Empey left in April 2021.
a. Base salary/fees for 2020 include the voluntary 20% pay cut taken by the Directors during the year.
b. Taxable benefits comprise car allowance, medical cover and mileage allowance. In 2020, Gijsbert de Zoeten received a relocation allowance of £173,904.
No relocation payments were received in 2021.
c. Payment for performance under the annual bonus, including amounts paid in shares.
d. Neither Duncan Tait nor Gijsbert de Zoeten received PSP or CIP awards in 2019, hence no value is given for multi-year variable.
e. Gijsbert de Zoeten and Duncan Tait received a pension supplement of 10% of salary.
f. The 2020 figure for both Duncan Tait and Gijsbert de Zoeten includes the value of the 2021 SAYE and is based on the embedded value at date of grant.
BASE SALARY
Salaries are reviewed annually and typically take effect from 1 April each year. The quantum of total executive
remuneration was reviewed against four comparator groups: retailers, distributors, companies of a similar market cap,
and companies with similar revenues, consistent with the benchmarking exercise conducted in prior years.
The salaries for 2020, 2021 and 2022 are set out below:
Name
Duncan Tait
Gijsbert de Zoeten
UK average workforce increase*
01-Apr-20
(or date of
appointment if
later)
£780,000
£499,550
–
% increase
01-Apr-21
% increase
01-Apr-22
% increase
–
3.0%
3.18%
£799,500
£518,333
–
2.5%
3.8%
3.28%
£827,483
£536,682
–
3.5%
3.5%
3.5%
* As set out in last year’s report, Gijsbert de Zoeten was awarded a salary increase of 3.8% in April 2021, in recognition of the additional responsibilities undertaken
following the departure of the Group Strategy Director and reflecting his performance and contribution to the business since his appointment.
* The average increases for 2020 and 2021 were for Group employees only. The average increase for 2022 is the average increase for UK employees.
CHAIRMAN AND NON-EXECUTIVE DIRECTORS’ FEES
In 2021, the Chairman received a fee of £334,560 per annum, the Senior Independent Director received a fee of £83,025 per
annum, and the Non-Executive Directors’ received a fee of £63,550 per annum with an additional fee of £15,000 per annum
for the Chair of the Audit and Remuneration Committee and £12,000 per annum for the Chair of the CSR Committee.
With effect from 1 April 2022, the fees will be increased by 3.5%. The Chairman fee will be £346,270 per annum, the Senior
Independent Director’s fee will be £85,930 per annum, and the Non-Executive Directors’ fee will be £65,774 per annum.
The additional fees for chairing a committee will increase to £17,000 for the Chair of the Audit and Remuneration
Committee and £14,000 for the Chair of the CSR Committee.
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
95
STRATEGIC REPORTFINANCIAL STATEMENTSGOVERNANCE
CORPORATE GOVERNANCE REPORT CONTINUED
ANNUAL BONUS
The annual bonus is based on annual financial measures and strategic objectives. The measures are selected to incentivise
sustainable growth and the financial measures, based on a matrix of revenue and profit before tax, are designed to provide
a balanced approach. The strategic objectives are selected each year to reinforce the Group’s strategic priorities and
include personal objectives linked to the delivery of the strategy.
The principles for setting the bonus framework are such that it:
• Drives the desired behaviours underpinned by our performance drivers;
• May be easily cascaded through the organisation to reinforce alignment of our collective goals; and
• Has clear measures and targets.
2021 BONUS
For 2021, 80% of the bonus was based on financial performance via a matrix of revenue and profit before tax with the
remaining 20% of the bonus based on strategic objectives, therefore linking an individual’s bonus outcome to their
contribution to the Accelerate strategy. The maximum opportunity for the Executive Directors was 150% of salary,
which is payable for achieving stretch performance against all measures.
Duncan Tait received a bonus of 147% of salary and Gijsbert de Zoeten received a bonus of 150% of salary.
The structure of the 2021 bonus
Up to 80% of total bonus or 120% of salary is earned according to the following matrix of financial measures (%s are
of salary):
Revenue
Stretch
Target
Threshold
24%
16%
12%
Threshold
72%
60%
36%
Target
Profit before tax
120%
96%
72%
Stretch
Up to 20% of the total bonus, or 30% of salary, is earned for the achievement of strategic objectives.
ACTUAL PERFORMANCE AGAINST BONUS TARGETS
Achievement of financial targets (80% of total bonus or 120% of salary)
In 2021, revenue performance was £7.8bn and profit before tax was £308m. The table below provides further detail on
the revenue and profit before tax targets.
Actual performance for determining bonus outcomes has been calculated using the same currency rates as used to set
the bonus targets. This approach helps ensure that the bonus is linked to underlying financial performance.
Measure
Revenue
Profit before tax
Threshold
£6.3bn
£170m
Targets
Target
£6.8bn
£200m
Stretch
£7.3bn
£230m
Actual performance
Outcome for element
of bonus % of salary
£7.8bn
£308m
120%
Adjustments made during the year
The revenue and profit before tax targets for 2021 were adjusted to take into account strategic acquisitions and disposals
during the year, to ensure target and performance outcomes were assessed on a like-for-like basis.
96
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
Achievement of strategic targets (20% of total bonus, or 30% of salary)
We provide as much detail below as commercially appropriate on the objectives linked to the strategic element of the 2021
bonus and the resulting outcomes.
Executive Director Objective
Weighting (%)
Further details on objectives
Duncan Tait
Strategy
10%
Omni-channel
solutions
5%
Responsible
Business
5%
Gijsbert de
Zoeten
Finance
transformation
10%
Overheads
10%
Develop and launch Inchcape’s new strategy
• Ensure this strategy is bought into and supported by all stakeholders
including OEMs and employees.
• Put in place initiatives to build future revenue streams that support
the Company’s strategy to take share in the under-served vehicle
lifestyle.
Conclusion:
The strategy has been extremely well received and is being
executed across the Group. Inchcape is making strong progress in
distribution excellence and building out the VLS businesses.
Ensure Inchcape is a leader in route to market
transformation
• Achieve this by accelerating our omni-channel solution both in
terms of the number of OEMs and functionality of the technology.
• Improve Inchcape’s ability to drive data-driven decision making via
data analytics.
Conclusion:
• DxP has been successfully deployed to a number of markets
positioning Inchcape as a recognised leader.
Determine and scope the responsible business
strategic priorities and ensure they adhere to regulatory
requirements
• Specifically oversee the setting of scope 1 & 2 targets for carbon
reduction.
• Ensure external reporting is relevant and compliant with TCFD
mandatory reporting requirements.
• Develop an informed view regarding scope 3 target for carbon
reduction.
• Engage all stakeholders in Inchcape’s Responsible Business
strategy. Ensure that investors are informed at the capital markets
day (CMD).
Conclusion:
• The Responsible Business plan is in place and each region has an
execution plan.
• The Planet workstream has set CO2 reduction targets for scope 1
and 2 and these were communicated at the CMD.
Lead the finance function to the next level with the
delivery of key milestones of the finance transformation
project
• Complete partner selection and contract, establish change
management plan and transition to new model.
Conclusion:
The finance function is performing extremely well and the ambitious
Global Business Services (GBS) programme is delivering ahead of
expectations.
Maintain strong cost controls as per plan
Conclusion:
• The GBS programme is being successfully rolled out and is on track
to deliver savings and strong cost controls maintained across the
Group.
Outcome at % of
salary (%)
15%
7.5%
4.5%
15%
15%
ANNUAL BONUS FOR 2022
The maximum annual bonus opportunity in 2022 will remain unchanged from previous years and will be 150% of salary.
For the Executive Directors, 80% of the bonus will be based on a financial performance matrix, linked to revenue and profit
before tax, and 20% of the bonus will be based on specific, measurable objectives that relate to the Group’s strategy.
For target performance, the payout will be 50% of the maximum bonus opportunity.
Given the close link between performance targets, the longer-term strategy, and the advantage this may give competitors,
the 2022 targets for the Executive Directors are not disclosed in this report because of their commercial sensitivity. The
Committee intends to publish the financial targets and provide more details of the strategic measures in next year’s
Directors’ Remuneration Report.
PSP AND CIP AWARDS VESTING IN RESPECT OF THE YEAR
In 2019, awards were granted under the PSP and CIP schemes which vested dependent on certain performance targets
measured over three years to 31 December 2021. These awards are also subject to an additional post-vest two-year
holding period.
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
97
STRATEGIC REPORTFINANCIAL STATEMENTSGOVERNANCE
CORPORATE GOVERNANCE REPORT CONTINUED
2019 PSP/CIP performance targets
Three-year EPS growth p.a. (60% weighting)
Vesting %
Three-year average ROCE (40% weighting)
Unexpired term
Less than 4%
4%
12%
0%
25%
100%
Less than 16.5%
16.5%
20.5%
0%
25%
100%
Between 4% and 12%
Straight line basis
Between 16.5% and 20.5%
Straight line basis
VESTING OF 2019 PSP/CIP AWARDS
Over the 2019-2021 performance period an EPS growth of -6.6% and three-year average ROCE of 21.5% were achieved,
which resulted in the following vesting outcomes:
Award
PSP
Total (overall vesting outcome
of PSP)
Award
CIP
Total (overall vesting outcome
of CIP)
Performance measure
Wtg.
Vesting outcome (% of element)
EPS
ROCE
60%
40%
0%
100%
40%
Performance measure
Wtg.
Vesting outcome (% of element)
EPS
ROCE
60%
40%
0%
100%
40% = 0.8:1 match
Neither Duncan Tait or Gijsbert de Zoeten received PSP or CIP awards in 2019 and the awards granted to the former CEO
and CFO lapsed when they left the company.
PSP and CIP awards granted during the year
During 2021, PSP awards were granted at 180% of salary and under the CIP, the Executive Directors invested 50% of salary
and were granted a matching award of 100% of salary respectively. The performance targets for the 2021 PSP/CIP grants
are as follows:
2021 PSP/CIP
Three-year cumulative EPS (40% weighting)
Vesting %
Three-year average ROCE (40% weighting)
Unexpired term
Less than 133p
133p
150p
0%
25%
100%
Less than 19%
19%
23%
0%
25%
100%
Between 133p and 150p
Straight line basis
Between 19% and 23%
Straight line basis
Cash conversion (20% vesting)
Less than 55%
55%
70%
Vesting %
0%
25%
100%
Between 55% and 70%
Straight line basis
Threshold level performance will result in 25% of the 2021 PSP and CIP awards vesting.
Date of grant
Share
price
(p)1
Number of
shares/options
awarded
Face value
at grant2
Performance period
Exercise period3
7 June 2021
7 June 2021
790.00p
790.00p
182,210
£1,439,459 Jan 2021 – Dec 2023 Jun 2024 – Jun 2025
101,228
£799,701 Jan 2021 – Dec 2023 Jun 2024 – Dec 2024
Duncan Tait
PSP
CIP
Gijsbert de Zoeten
PSP
CIP
7 June 2021
7 June 2021
790.00p
790.00p
118,176
65,653
£933,590 Jan 2021 – Dec 2023 Jun 2024 – Jun 2025
£518,659 Jan 2021 – Dec 2023 Jun 2024 – Dec 2024
1. Mid-market share price on date of grant.
2. Face value has been calculated using the share price at date of grant.
3. The awards are structured as a nil-cost option. Any shares vesting and exercised under the PSP and CIP (net of tax) are required to be held [until the fifth
anniversary of grant).
98
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
LONG-TERM INCENTIVES FOR 2022
The Committee reviewed the performance measures for PSP and CIP agreeing that targets will continue to be based
on EPS (40%), ROCE (40%) and cash conversion (20%). The ranges reflect current performance expectations over the
next three years.
Three-year cumulative EPS (40% weighting)
Vesting %
Three-year average ROCE (40% weighting)
Unexpired term
Less than 184p
184p
208p
0%
25%
100%
Less than 23%
23%
28%
0%
25%
100%
Between 184p and 208p
Straight line basis
Between 23% and 28%
Straight line basis
Cash conversion (20% vesting)
Less than 50%
50%
65%
Vesting %
0%
25%
100%
Between 50% and 65%
Straight line basis
PENSION
Duncan Tait and Gijsbert de Zoeten receive a pension contribution of 10% of salary, which is aligned to the UK
employee average.
EXECUTIVE SHARE OWNERSHIP AND DIRECTORS’ INTERESTS (AUDITED)
The table below shows the total number of shares, options and awards held by each Director at 31 December 2021.
Share awards held
Options held
Shares held at
31 December
2021
Subject to
performance
conditions
Subject to
deferral
Subject to
performance
targets
Duncan Tait
Gijsbert de Zoeten
Nigel Stein
Jerry Buhlmann
Nayantara Bali(1)
Rachel Empey(2)
Jane Kingston
John Langston
Till Vestring
Alex Jensen
82,665
86,063
66,834
15,233
0
6,760
3,500
9,326
47,796
1,034
674,462
470,365
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
1. Nayantara Bali joined the Board on 27 May 2021.
2. Rachel Empey left the Board on 30 April 2021.
0
0
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
0
0
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
Subject to
deferral
4,774
4,774
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
Vested
but not yet
exercised
Guideline met
0
0
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
No
No
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
There have been no changes to the number of shares held by the Directors between 31 December 2021 and 25 February 2022.
SHARE OWNERSHIP POLICIES
The Executive Directors are required to hold a fixed number of shares equivalent to 200% of base salary. They have five years
from the date of appointment to reach this shareholding. Duncan Tait and Gijsbert de Zoeten held 99% and 159% of salary
respectively as at 31 December 2021, using the share price as at 31 December 2021 of 909.50p.
A departing Executive Director is required to maintain a shareholding for two years post-termination, set at the lower of
the actual shareholding on exit and the in-post shareholding guideline. Enforcement of this is facilitated through a holding
requirement for Executive Directors applied to share-based incentives awards from 2020 onwards. The application of this
requirement will be at the Committee’s discretion (which will be applied only in exceptional circumstances).
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
99
STRATEGIC REPORTFINANCIAL STATEMENTSGOVERNANCE
CORPORATE GOVERNANCE REPORT CONTINUED
PERCENTAGE CHANGE IN BOARD REMUNERATION
The table shows the percentage change in Board remuneration, compared with the average percentage change in
remuneration for senior management. For the purposes of this disclosure, remuneration comprises salary, benefits (excluding
pension) and annual bonus only.
% change for 2020
% change for 2021
Salary
Benefits
Bonus
Salary
Benefits
Bonus
Executive Directors
Duncan Tait
Gijsbert de Zoeten
Non-Executive Directors
Nigel Stein
Jerry Buhlmann
Nayantara Bali
Rachel Empey
Jane Kingston
John Langston
Till Vestring
Alex Jensen
n/a
3%
2%
0%
n/a
0%
0%
0%
0%
0%
n/a
0%
0%
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
- 100%
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
2.5%
3.8%
2.5%
2.5%
0%
2.5%
2.5%
2.5%
2.5%
2.5%
Average pay based on
senior management
3.16%
0%
- 82.91%
3.28%
0%
-90%
100%
100%
0%
n/a
n/a
n/a
n/a
n/a
n/a
n/a
0%
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
73.2%
1. Change in salaries and fees are shown as difference between position at April 2020 against April 2021 when scheduled annual review takes place.
2. Change in Gijsbert de Zoeten’s benefits was due to relocation support being available for 12 months in the prior year (2020). This has now ceased. Taxable
benefits comprise of car allowance, medical cover and mileage allowance.
3. No bonus awards were made in 2020 due to the financial gateway not being achieved. In line with performance outcomes for FY2021, bonus awards are being
made at 73.2% of total salary for Band 2 & 3 senior managers.
As Inchcape plc has no direct employees, employees representing the most senior executives have been selected as this
group is large enough to provide a robust comparison, whilst also providing data that is readily available on a matched
sample basis. These employees also participate in bonus schemes of a similar nature to Executive Directors and therefore
remuneration will be similarly influenced by Company performance.
CEO PAY RATIO
The CEO pay ratio is based on comparing the CEO’s pay to that of Inchcape’s UK-based employee population, a large
proportion of whom are in customer-facing roles in retail outlets with remuneration which is commission-driven. The
Committee anticipates that the ratios are likely to be volatile over time, largely driven by the CEO’s incentive outcomes
which are dependent on Group-wide results whereas employee pay variability will be primarily driven by UK market
conditions.
The ratios have increased year-on-year due to the increase in the reportable remuneration for the CEO which includes
a bonus pay out of 147% of salary reflecting strong business performance in 2021.
Financial year
2021
2020
2019
Calculation
methodology
P25 (Lower
quartile)
P50 (median)
P75 (Upper
quartile)
C
C
C
75:1
40:1
67:1
55:1
28:1
48:1
38:1
19:1
32:1
Consistent with 2019 and 2020, calculation methodology C was used.
Full-time equivalent remuneration was calculated for all UK employees using the single total figure valuation methodology,
with [two amendments: using 2020 bonus outcome as a proxy for 2021 bonus outcomes and excluding SAYE grants. The
employees at the 25th, 50th and 75th percentile (P25, P50, P75) were identified. The total remuneration for 2021 of the
three employees identified was updated after the year-end to include any annual bonus and SAYE values (if applicable).
100
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
This method was chosen as it is in line as much as possible with methodology A which is the government’s preferred
approach whilst taking account of operational constraints. The Committee is satisfied that the selected employees
are representative.
The table below sets out the remuneration details for the individuals identified:
Year
2021
2020
2019
Salary
Basic salary (£’000)
Total remuneration (£’000)
Basic salary (£’000)
Total remuneration (£’000)
Basic salary (£’000)
Total remuneration (£’000)
CEO
£799
£2,054
£759
£939
£757
£1,639
P25
£22
£28
£23
£24
£15
£24
P50
£26
£37
£32
£33
£28
£34
P75
£21
£54
£34
£49
£28
£52
The Committee is satisfied that the overall picture presented by the 2021 pay ratios is consistent with the reward policies for
Inchcape’s UK employees. The Committee takes into account these ratios when making decisions around the Executive
Director pay packages, and Inchcape takes seriously the need to ensure competitive pay packages across the
organisation.
RELATIVE IMPORTANCE OF SPEND ON PAY
The chart shows the percentage change in total employee pay expenditure and shareholder distributions (i.e. dividends
and share buybacks) from 2020 to 2021.
Relative importance of spend on pay (£M)
(+4%)
£535.0
£513.0
£52.2
£31.4
£0
Dividend
Share buyback
Employee remuneration
(+156%)
£80.5
2020
2021
The Directors are proposing a final dividend for 2021 of 16.1p per share (2020: 6.9p).
DILUTION LIMITS
During the year, options and awards granted under the Group’s incentive plans were satisfied on exercise by market
purchase shares. Dilution limits are monitored throughout the year by the Committee and the Company complies with
the limits set by the Investment Association.
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
101
STRATEGIC REPORTFINANCIAL STATEMENTSGOVERNANCE
CORPORATE GOVERNANCE REPORT CONTINUED
Issued share capital as at 31 December 2021
All schemes – 10% over 10-year rolling period
Remaining headroom for all schemes
Executive schemes – 5% over a 10-year rolling period
Remaining headroom for executive schemes
384m
38m
21m
19m
6m
PAY FOR PERFORMANCE
The graph below shows the Total Shareholder Return (TSR) of the Company over the 10-year period to 31 December 2021.
The FTSE Mid 250 Excluding Investment Trust Index has been chosen as the most suitable comparator group as it is the
general market index in which the Company appears. The table below details the Group Chief Executive’s single figure
remuneration and actual variable pay outcomes over the same period.
Historical TSR performance
Growth in the value of a hypothetical £100 holding over the 10 years to 31 December 2021.
Value of £100 invested at 31 December 2011
Value (£)
450
400
350
300
250
200
150
100
50
0
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
Inchcape PLC
FTSE Mid 250 Excluding Investment Trust Index
CEO single figure
of remuneration
(£’000)
Annual bonus
outcome
(% of maximum)
LTI vesting3
outcome
(% of maximum)
Group Chief
Executive
2012
2013
2014
André Lacroix
2,165
4,400
5,265
2015
2941
2016
n/a
2017
n/a
2018
n/a
2019
n/a
Stefan Bomhard
Duncan Tait
n/a
n/a
n/a
n/a
n/a
n/a
2,906
1,403
3,006
2,430
1,522
n/a
n/a
n/a
n/a
n/a
2020
n/a
4712
468
2021
n/a
n/a
2,054
68%
48%
100% 56.8% 40.3%
67.6% 38.5%
n/a6
0%
100%
100%
66%
68%
n/a4
n/a5
79.6%
58%
40%
n/a7
n/a8
1. The amount for André Lacroix reflects remuneration received until he left the Group in March 2015.
2. The amount for Stefan Bomhard reflects remuneration received until he left the Group in June 2020.
3. LTI includes CIP, ‘normal’ PSP, ‘enhanced’ PSP and options prior to 2013.
4. Neither André Lacroix nor Stefan Bomhard received a vested award under the 2013 PSP or CIP. However, for those participants who did receive an award,
65.5% of the 2013 normal PSP vested and there was a 1.31 match for each share invested into the 2013 CIP.
5. Stefan Bomhard did not receive an award under the 2014 PSP or CIP. However, for those participants who did receive an award, 86.5% of the normal PSP vested
and there was a 1.73:1 match for each share invested into the CIP.
6. Stefan Bomhard did not receive a bonus in 2019.
7. Neither Stefan Bomhard nor Duncan Tait received a vested award under the 2018 PSP or CIP. However, for those participants who did receive an award, 28.5%
of the 2018 PSP vested and there was a 0.57:1 match for each share invested into the 2018 CIP.
8. Duncan Tait did not receive an award under the 2019 PSP or CIP. However for those participants who did receive an award, 40% of the PSP vested and there
was a 0.08:1 match for each share invested into the 2019 CIP.
102
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
SHAREHOLDER CONTEXT
The table below shows the advisory vote on the Remuneration Report at the 2021 AGM:
For (including discretionary)
Against
Total votes cast (excluding votes withheld)
Votes withheld
(Total votes cast including votes withheld)
The table below shows the binding vote on the remuneration policy at the 2020 AGM:
For (including discretionary)
Against
Total votes cast (excluding votes withheld)
Votes withheld
(Total votes cast including votes withheld)
Total number
% of
of votes
votes cast
98.61%
1.39%
100%
357,761,605
5,054,989
362,816,594
12,806
362,829,400
Total
of votes
% of
votes cast
94.50%
5.50%
100%
323,620,872
18,822,513
342,443,385
4,359,434
346,802,819
Withheld votes are not included in the final proxy figures as they are not recognised as a vote in law.
EXIT PAYMENTS DURING THE YEAR
No exit payments were made to Directors during the year.
PAYMENTS TO PAST DIRECTORS
No payments were made to past Directors in 2021.
OTHER DIRECTORSHIPS
The Executive Directors are generally permitted to take one non-executive directorship as long as it does not lead to
conflicts of interest or undue time commitment and is approved in advance by the Nomination Committee and the Board.
Gijsbert de Zoeten is a member of the supervisory board of Technical University Delft, for which he received a fee of €17,651
during 2021.
Duncan Tait currently serves as a non-executive director on the board of Agilisys Ltd for which he received a fee of £25,000
during 2021.
ADVISORS TO THE COMMITTEE
Ellason LLP was appointed as the independent remuneration advisor to the Committee effective 1 January 2021 following
a tender process and was paid a fee of £66,613 for its services during the year.
Ellason LLP is a signatory to the Remuneration Consultant Group’s Code of Conduct which sets out guidelines to ensure that
any advice is independent and free of undue influence (which can be found at www.remunerationconsultantsgroup.com).
None of the individual Directors have a personal connection with Ellason LLP.
The Committee is satisfied that the advice it receives is objective and independent and confirms that Ellason LLP does not
have any connection with the Company that may impair their independence. The Committee’s advisors attend
Committee meetings as required and provide advice on remuneration for executives, analysis of the remuneration policy
and regular market and best practice updates. The advisors report directly to the Committee Chair. Fees are charged
at an hourly rate in accordance with the terms and conditions set out in the relevant engagement letter.
The Directors’ Report on Remuneration was approved by the Board and has been signed by Jane Kingston on its behalf.
JANE KINGSTON
CHAIR OF THE REMUNERATION COMMITTEE
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
103
STRATEGIC REPORTFINANCIAL STATEMENTSGOVERNANCE
DIRECTORS’ REPORT
DIRECTORS’ REPORT
The Directors’ Report for the year ended 31 December 2021
comprises pages 104 to 108 of this report (together with
sections incorporated by reference).
Information required in the Management Report under
DTR 4.1.8R can be found in the following sections: a review
of the business and future developments on pages 2 to 39;
principal risks and uncertainties on pages 48 to 56; a
description of the Group’s internal control framework is
given on pages 79 and 80; a description of the Board’s
activities and the structure of its Committees is given on
pages 60 to 103.
CORPORATE GOVERNANCE STATEMENT
The statement of compliance with the 2018 UK Corporate
Governance Code is given on page 61. The Code is
published on the Financial Reporting Council’s website
www.frc.org.uk. Information required under DTR 7 is given
in the Corporate Governance Report on pages 68 to 103.
BOARD OF DIRECTORS
The Directors of the Company who were in office during
the year and up to the date of signing the financial
statements were:
Nayantara Bali – joined May 2021
Jerry Buhlmann
Gijsbert de Zoeten
Rachel Empey – left April 2021
Alexandra Jensen
Jane Kingston
Sarah Kuijlaars – joined January 2022
John Langston
Nigel Stein
Duncan Tait
Till Vestring
In accordance with the 2018 UK Corporate Governance
Code, all Directors will stand for election or re-election at
the Annual General Meeting (AGM) on 19 May 2022. The
Chairman has reviewed the performance of each Director
and is satisfied that each continues to be effective and
demonstrates commitment to the role. The appointment
and replacement of Directors is governed by the
Company’s Articles of Association (the Articles), the UK
Corporate Governance Code, the Companies Act 2006
and related legislation.
Subject to the Articles, the UK Corporate Governance
Code and relevant legislation, the business of the
Company is managed by the Board which may exercise
all the powers of the Company.
SHAREHOLDERS
Engaging with our shareholders is important to the
Company so that we are able to understand their views on
the business and the key issues of importance to them. Any
updates regarding the business, including presentations by
the CEO, are available on the Group’s website so that all
shareholders have access to the same Company
information at the same time.
104
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
As the top 20 shareholders own over 70% of the business,
shareholder consultations, such as the remuneration policy,
are carried out with this group. Extending the consultation
to all shareholders would not be cost effective, and
shareholders not involved in the consultation process are
encouraged to use the AGM forum to express their views
either by asking questions or voting on the relevant
resolutions.
A dedicated email was put in place during the pandemic to
allow shareholders to contact the Board members with any
questions if they are unable to attend the AGM in person.
This resource will remain in place to allow all shareholders to
engage with the Company on any matters of interest to them.
CONFLICTS OF INTEREST
The Articles of Association permit the Board to authorise
any matter which would otherwise involve a Director
breaching his duty under the Companies Act 2006 to avoid
conflicts of interest. When authorising a conflict of interest,
the Board must do so without the conflicted Director
counting as part of the quorum. In the event that the
Board considers it appropriate, the conflicted Director
may be permitted to participate in the debate but will be
permitted neither to vote nor count in the quorum when
the decision is being agreed. The Directors are aware that
it is their responsibility to inform the Board of any potential
conflicts as soon as possible and procedures are in place
to facilitate disclosure.
DIRECTORS’ INDEMNITY
A qualifying third-party indemnity (QTPI), as permitted by
the Company’s Articles of Association and sections 232
and 234 of the Companies Act 2006, has been granted
by the Company to each of the Directors of the Company.
Under the provisions of the QTPI the Company undertakes
to indemnify each Director against liability to third parties
(excluding criminal and regulatory penalties) and to pay
Directors’ costs as incurred, provided that they are
reimbursed to the Company if the Director is found guilty
or, in an action brought by the Company, judgment is given
against the Director. The indemnity has been in force for
the financial year ended 31 December 2021 and until the
date of approval of this report.
RESULTS AND DIVIDENDS
The Group’s audited consolidated financial statements
for the year ended 31 December 2021 are shown on pages
120 to 205. The level of distributable reserves is sufficient to
pay a dividend.
The Board recommends a final ordinary dividend of 16.1p
per ordinary share. If approved at the 2022 AGM, the final
ordinary dividend will be paid on 21 June 2022 to
shareholders registered in the books of the Company
at the close of business on 13 May 2022.
The Company may, by ordinary resolution, declare a
dividend not exceeding the amount recommended by the
Board. Subject to the Companies Act 2006, the Board may
pay interim dividends when the financial position of the
Company, in the opinion of the Board, justifies its payment.
SHARE CAPITAL
As at 31 December 2021, the Company’s issued share
capital of £38,392,923.80 comprised 383,929,238 ordinary
shares of 10.0p. Holders of ordinary shares are entitled to
receive the Company’s Report and Accounts, to attend
and speak at General Meetings and to appoint proxies and
exercise voting rights. The shares do not carry any special
rights with regard to control of the Company. The rights are
set out in the Articles of Association of the Company.
RESTRICTIONS ON TRANSFER OF SECURITIES
There are no restrictions or limitations on the holding of
ordinary shares and no requirements for prior approval
of any transfers. There are no known arrangements under
which financial rights are held by a person other than
the holder of the shares. Shares acquired through the
Company share schemes rank pari passu with the shares
in issue and have no special rights.
AUTHORITY TO PURCHASE SHARES
At the Company’s AGM on 27 May 2021, the Company was
authorised to make market purchases of up to 39,860,597
ordinary shares (representing approximately 10.0% of its
issued share capital).
In the year ended 31 December 2021, the Company
purchased for cancellation, 9,422,455 ordinary shares of
10.0p each at a cost of £80.5m, representing 2.45% of the
issued share capital as at that date as part of the share
buyback programme announced in July 2021.
The Directors have authority to issue and allot ordinary shares
pursuant to article 9 of the Articles of Association and
shareholder authority is requested at each AGM. The Directors
have authority to make market purchases for ordinary shares
and this authority is also renewed annually at the AGM.
INTERESTS IN VOTING RIGHTS
During the year, the Company had been notified of the
following interests pursuant to the Financial Conduct
Authority’s Disclosure and Transparency Rules. The
information below was correct at the date of notification.
It should be noted that these holdings are likely to have
changed since notified to the Company. However, further
notification of any change is not required until the next
threshold is crossed.
DIRECTORS’ INTERESTS
The table showing the beneficial interests, including family
interests, in the ordinary shares of the Company of the
persons who were Directors at 31 December 2021 is shown
in the Directors’ Report on Remuneration on page 99. There
have been no changes to the number of shares held by
Directors between 31 December 2021 and 25 February 2022.
CHANGE OF CONTROL
The Company is not party to any significant agreements
that would take effect, alter or terminate upon a change
of control of the Company following a takeover bid apart
from certain of the Group’s third-party funding
arrangements which would terminate upon a change
of control of the Company, such as the Group’s revolving
credit facility agreement. Further details are given in note
23 to the financial statements on page 168.
The Group’s relationships with its OEM brand partners are
managed at Group level, but the relevant contracts are
entered into at a local level with day-to-day management
being led by each operating business. Certain of the
contracts may terminate on a change of control of the
local contracting company.
The Company does not have agreements with any Director
or employee providing compensation for loss of office or
employment that occurs because of a takeover bid,
except for provisions in the rules of the Company’s share
schemes which may result in options or awards granted
to employees to vest on a takeover.
TRANSACTIONS WITH DIRECTORS
No transaction, arrangement or agreement, other than
remuneration, required to be disclosed in terms of the
Companies Act 2006 and IAS 24, ‘Related Parties’ was
outstanding at 31 December 2021, or was entered into
during the year for any Director and/or connected person
(2020: none).
OTHER INFORMATION – LISTING RULES
For the purposes of LR 9.8.4 R, the information required to
be disclosed by LR 9.8.4 R can be found on the pages set
out below:
Section Information
Page
Number
of shares
Date
notified
Percentage
notified
Shareholder
The Capital Group
Companies Inc
19,200,206
16/02/2022
abrdn plc
25,560,314
26/10/2021
Polaris Capital
Management LLC
15,693,793
13/09/2021
Mr George Horesh
15,258,133
08/09/2021
5.03%
6.60%
4.02%
3.90%
Source TR-1 notifications. These are updated on the Company’s website.
RESTRICTIONS ON VOTING RIGHTS
There are no restrictions on voting rights.
EMPLOYEE BENEFIT TRUST
The Executive Directors of the Company, together with
other employees of the Group, are potential beneficiaries
of the Inchcape Employee Trust (the “Trust”) and, as such,
are deemed to be interested in any ordinary shares held
by the Trust. At 31 December 2021, the Trust’s shareholding
totalled 349,149 ordinary shares.
In respect of LR 9.8.4R(12) and (13), the trustee of the Trust
agrees to waive dividends payable on the shares it holds
for satisfying awards under the various share plans.
1
2
4
5
6
7
8
9
10
11
12
13
14
Not material to
the Group
102 (TSR graph)
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Interest capitalised
99
Publication of unaudited
financial information
Details of long-term incentive
schemes
Waiver of emoluments
by a director
Waiver of future emoluments by
a director
Non pre-emptive issues of equity
for cash
Non pre-emptive issue by a
major subsidiary undertaking
Parent participation in a placing
by a listed subsidiary
Contracts of significance
Provision of services by a
controlling shareholder
Shareholder waiver of dividends 105
105
Shareholder waiver of
future dividends
Agreements with controlling
shareholders
Not applicable
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
105
STRATEGIC REPORTFINANCIAL STATEMENTSGOVERNANCE
DIRECTORS’ REPORT CONTINUED
STREAMLINED ENERGY AND CARBON REPORTING REGULATIONS (SECR)
We collect data for all material emissions for which we deem ourselves to be responsible and look for ways in which to
minimise our footprint. Data is collected for two key performance indicators – Scope 1, our use of gas and fuel in vehicles
we own and Scope 2, our global energy usage.
Methodology
Our carbon footprint is calculated by gathering monthly and quarterly energy consumption data. The methodology used
to calculate the Group’s greenhouse gas emissions is based on the GHG Protocol Corporate Accounting and Reporting
Standard, and Mandatory Greenhouse Gas Reporting in line with HM Government guidance. The methodology uses
conversion factors as published by the Department for Business, Energy and Industrial Strategy in 2021 and international
electricity emission factors as published in the International Energy Agency’s ‘CO2 Emissions from Fuel Combustion (2021
edition)’.
Data collection and reporting period
Data has been collected for all markets from 1 January 2021 to 31 December 2021. The level at which we report is by
business unit for each market. This covers our retail operations, distribution operations and business service operations,
which fall within our operational control boundary.
Intensity ratio
The Group’s intensity ratio is revenue per tonne of CO2e. This allows for a fair comparison over time of CO2e emissions given
the growth trajectory envisaged for the Group and cyclical variations in business activity. As required under the SECR
regulations the following information relates to the energy consumed in our operations. The list of UK entities is given on
page 204.
2020
2021
UK & Offshore
Global* UK & Offshore
Global*
Total Energy Consumption – Used for Emissions Calculation (kWh)
42,598,399
143,020,042
42,956,543
148,226,980
Gas Combustion Emissions, Scope 1 (tCO2e)
Purchased Electricity Emissions, Scope 2 (tCO2e)
Vehicle Fuel Combustion Emissions, Scope 1 (tCO2e)
Vehicle Fuel Combustion Emissions, Scope 3 (tCO2e)
Purchased Heat, Steam and Cooling Emissions, Scope 2 (tCO2e)
Total Gross Reported Emissions (tCO2e)
Revenue (£m)
Intensity Ratio: Revenue (tCO2e/£m)
1,849
11,457
0
10,403
0
24,309
1.98
12,284
5,574
41,092
6,453
10,866
0
112,090
6.84
16,393
2,486
6,100
0
9,151
0
5,746
37,078
2,850
9,561
0
17,807
131,867
1.89
9,400
7.64
17,260
Energy efficiency measures
As reported last year, no specific new energy efficiency measures were taken during 2020, to provide a comparison
however during 2021, the energy management programme continued, including monitoring and targeted reporting
of energy consumption on a daily basis at the majority of sites. Through the service provided by our energy consultants,
the energy management programme we run enables us to identify and address any consumption issues as and when
they arise, allowing us to eliminate unnecessary energy waste. Energy efficiency measures introduced in 2021 include:
• The installation of solar panels, totalling 493 kWH, at three sites by the end of 2021. This will save around 160 tonnes
in CO2 per year. In 2022, we have funding to install solar panels to every freehold property owned in the UK.
• Feasibility study and lighting plan is in progress to identify opportunities for the roll-out of LED lighting to the whole
of the UK estate.
• Three new Jaguar Land Rover sites planned in 2022 will be the first in our UK estate to be ‘gas free’ with alternatives
to as heating to be employed such as air and ground source heat pumps.
• We are replacing older heating, ventilation, and air conditioning control units with newer programmable controls
to allow us to reduce the temperature swings and to set auto off times to avoid units running out of hours, including
PIR and LUX sensors on lighting so they only turn on as and when someone is present, and light is needed.
EMISSIONS REDUCTIONS TARGETS
During 2021, the Group set emissions reduction targets for scope 1 and scope 2. Further details are given in the Responsible
Business Report on page 38.
EMPLOYEES AND EMPLOYEE INVOLVEMENT
The Company is committed to a policy of treating all its colleagues and job applicants equally. We are committed to
the employment of people with disabilities and will interview those candidates who meet the minimum selection criteria.
We provide training and career development for our employees, tailored where appropriate to their specific needs,
to ensure they achieve their potential. If an individual becomes disabled while in our employment, we will do our best
to ensure continued development in their role, including consulting them about their requirements, making appropriate
adjustments and providing suitable alternative positions.
Successfully delivering the Accelerate strategy requires to evolve both what we do and how we do things. This includes
continuing to build the winning culture we need to help deliver on our ambitions, a culture that is built through effective
teamwork, fresh thinking, a focus on delivery, and putting our customers at the centre of everything we do.
106
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
In support of this, we have developed our new
performance framework, called the One Inchcape
Values & Behaviours. This framework sets out the values
and behaviours we all need to live by at Inchcape. We
have developed One Inchcape over the last couple of
months based on research and testing with colleagues.
The Company has various employee policies in place
covering a wide range of issues, such as family friendly
policies, employment rights and equal opportunities.
Policies are implemented at a local level and comply
with any relevant legislation in that market. All policies
are available on the Group’s intranet and compliance
is monitored at local level.
The Group’s bonus and long-term incentive schemes are
designed to encourage involvement in the Company’s
performance. UK employees are eligible to join the SAYE
scheme, which is offered annually. Further details can
be found in the Directors’ Report on Remuneration on
pages 84 to 103.
EMPLOYEE COMMUNICATION
Townhall meetings are held in each market on a regular
basis and also following the release of any financial
updates by the Company. The townhall meetings provide
employees with information on the Group’s performance
and provide an opportunity for consulting employees on
new initiatives or other matters that concern them. The
Group’s global intranet, iConnect, also provides a means
of communicating important issues to employees.
The employee experience survey is the primary tool for
obtaining the views of employees and the results of the
survey are reported to the CSR Committee on an annual
basis. The Chair of the CSR Committee is the designated
Director for communicating the views of employees to the
Board and she reports the findings to the Board following
each meeting.
The consultation enables the Board to gain an
understanding of how the employee experience is
perceived and what actions can be taken to enhance
this experience so employees feel challenged, excited,
engaged and supported in their roles.
Further details can be found in the CSR Committee Report
on pages 82 and 83.
DIVERSITY
The breakdown of the number of female and male
employees who were (i) Directors of the Company, (ii)
senior managers and (iii) employees of the Company
as at 31 December 2021 is as follows:
Board
Senior
Male
Female
6
66.7%
60
82.2%
3
13
33.3%
17.8%
Total
9
73
All employees
10,766
74%
3,786
26% 14,553*
*one employee was non-defined
The Nomination Committee is responsible for succession
planning on the Board and as such considers the
recommendations of the Hampton-Alexander review
and Parker review as part of the recruitment process. The
Nomination Committee ensures that a broad mix of suitable
candidates is put forward for consideration for vacancies.
As at 31 December 2021, the Company complies with
the recommendations of the Hampton-Alexander review
to have 33.3% female representation and the Parker review
to have one board member of ethnic minority. With the
appointment of Sarah Kuijlaars in January 2022, we now
have 40% female representation on the Board.
BUSINESS RELATIONSHIPS
Having positive relationships with our OEM brand partners,
our main suppliers, and our customers is imperative for
the long-term success of the Company. Our OEM brand
partner relationships are key to every part of our value
chain and the length of these relationships, which are
given on page 3, is testament to this strength.
We provide access to automotive ownership and support
services throughout the customer journey and aim to
deliver the best experiences for customers in our industry
globally. The Board and management engage with
customers through:
• Receiving daily reporting of customer feedback on
www.reputation.com;
• Analysing sales force customer journey management
platform; and
• Ongoing surveys at market level.
Further detail on engagement with our customers can
be found on pages 16.
CULTURE
Please see page 74 for further information on how the
Board monitors culture.
PRINCIPAL FINANCIAL RISK FACTORS
These risks are shown on pages 48 to 56.
FINANCIAL INSTRUMENTS
The information required under Schedule 7 of the Large
and Medium-sized Companies and Groups (Accounts and
Reports) Regulations 2008 in respect of financial instruments
is given in note 24 to the financial statements on pages 170
to 178.
BRANCHES OUTSIDE THE UK
The Company does not have any branches outside the UK.
EVENTS AFTER THE REPORTING PERIOD
On 15 February 2022, the Group’s contract with a broker
to purchase its own shares completed. A further 2,189,677
shares were repurchased, at a cost of £19.5m, and
subsequently cancelled during this period. An amount of
£0.2m equivalent to the nominal value of the cancelled
shares, has been transferred to the capital redemption
reserve.
POLITICAL DONATIONS
The Company did not make any political donations in 2021
and does not intend to make any political donations in 2022.
DIRECTORS’ RESPONSIBILITIES
The Directors are responsible for preparing the Annual
Report and the financial statements in accordance with
applicable law and regulation.
Company law requires the Directors to prepare financial
statements for each financial year. Under that law the
Group financial statements have been properly prepared
in accordance with United Kingdom adopted international
accounting standards and International Financial
Reporting Standards (IFRSs) as issued by the International
Accounting Standards Board (IASB)’ and parent company
financial statements in accordance with United Kingdom
Generally Accepted Accounting Practice (United Kingdom
Accounting Standards, comprising FRS 101 “Reduced
Disclosure Framework”, and applicable law).
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
107
STRATEGIC REPORTFINANCIAL STATEMENTSGOVERNANCE
The Directors considered the key messages contained
in the Strategic Report along with the disclosures made
throughout to ensure that they are consistent, transparent
and a true reflection of the business. The Directors also
reviewed supporting documentation which addresses
specific statements made in the report and the evidence
to support those statements.
Following this review, the Directors consider, when taken
as a whole, that the Annual Report and Accounts is fair,
balanced and understandable and provides the
information necessary for shareholders to assess the
Company’s position and performance, business model
and strategy.
GOING CONCERN
Having assessed the principal risks and the other matters
discussed in connection with the viability statement on
page 56, the Directors consider it appropriate to adopt
the going concern basis of accounting in the financial
statements for the next 12 months.
AUDITOR AND DISCLOSURE OF INFORMATION TO THE
AUDITOR
The auditor, Deloitte LLP, has indicated its willingness to
continue in office. A resolution to reappoint Deloitte as
auditor will be proposed at the AGM.
So far as the Directors are aware there is no relevant audit
information of which the Company’s auditor is unaware.
The Directors have taken all the steps that they ought to
have taken as Directors in order to make themselves aware
of any relevant audit information and to establish that the
Company’s auditor is aware of that information.
ANNUAL GENERAL MEETING
The AGM will be held at 11.00 a.m. on Thursday, 19 May
2022 at The Royal Automobile Club, 89 Pall Mall, London
SW1Y 5HS. The notice convening the meeting and the
resolutions to be put to the meeting, together with the
explanatory notes, are given in the Circular to all
shareholders.
The Directors’ Report was approved by the Board and
has been signed by the secretary of the Company.
TAMSIN WATERHOUSE
GROUP COMPANY SECRETARY
DIRECTORS’ REPORT CONTINUED
Under company law the Directors must not approve the
financial statements 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 the profit or loss of the Group and
parent company for that period. In preparing the financial
statements, the Directors are required to:
• Select suitable accounting policies and then apply them
consistently;
• State whether applicable United Kingdom Accounting
Standards have been followed, subject to any material
departures disclosed and explained in the financial
statements; and
• Make judgements and accounting estimates that are
reasonable and prudent; and prepare the financial
statements on the going concern basis unless it is
inappropriate to presume that the Group and parent
company will continue in business.
The Directors are responsible for keeping adequate
accounting records that are sufficient to show and explain
the Group and parent company’s transactions and
disclose with reasonable accuracy at any time the
financial position of the Group and parent company and
enable them to ensure that the financial statements and
the Directors’ Remuneration Report comply with the
Companies Act 2006 and, as regards the Group financial
statements, Article 4 of the IAS Regulation.
The Directors are also responsible for safeguarding the
assets of the Group and parent company and hence for
taking reasonable steps for the prevention and detection
of fraud and other irregularities.
The Directors are responsible for the maintenance and
integrity of the parent company’s website. Legislation
in the United Kingdom governing the preparation and
dissemination of financial statements may differ from
legislation in other jurisdictions.
The Directors 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 and parent company’s
performance, business model and strategy.
Each of the Directors, whose names and functions are listed
in the Board of Directors, confirm that, to the best of their
knowledge:
• The parent company financial statements, which have
been prepared in accordance with United Kingdom
Generally Accepted Accounting Practice (United
Kingdom Accounting Standards, comprising FRS 101
“Reduced Disclosure Framework”, and applicable law),
give a true and fair view of the assets, liabilities, financial
position and loss of the Company;
• The Group financial statements, which have been
properly prepared in accordance with United Kingdom
adopted international accounting standards and
International Financial Reporting Standards (IFRSs) as
issued by the International Accounting Standards Board
(IASB), give a true and fair view of the assets, liabilities,
financial position and profit of the Group; and
• The Directors’ Report includes a fair review of the
development and performance of the business and the
position of the Group and parent company, together
with a description of the principal risks and uncertainties
that it faces.
108
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
FINANCIAL
STATEMENTS
110 Independent auditor’s report to the members of
Inchcape plc
120 Consolidated income statement
121 Consolidated statement of comprehensive income
122 Consolidated statement of financial position
123 Consolidated statement of changes in equity
124 Consolidated statement of cash flows
125 Accounting policies
136 Notes to the financial statements
186 Alternative performance measures
188 Five year record
189 Company statement of financial position
190 Company statement of changes in equity
191 Company accounting policies
194 Notes to the Company financial statements
OTHER INFORMATION
206 Shareholder information
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
109
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF INCHCAPE PLC
REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS
1. OPINION
In our opinion:
• the financial statements of Inchcape plc (the ‘parent company’) and its subsidiaries (the ‘Group’) give a true and fair
view of the state of the Group’s and of the parent company’s affairs as at 31 December 2021 and of the Group’s profit for
the year then ended;
• the Group financial statements have been properly prepared in accordance with United Kingdom adopted international
accounting standards and International Financial Reporting Standards (IFRSs) as issued by the International Accounting
Standards Board (IASB);
• the parent company financial statements have been properly prepared in accordance with United Kingdom Generally
Accepted Accounting Practice, including Financial Reporting Standard 101 “Reduced Disclosure Framework”; and
• the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements which comprise:
• the consolidated income statement;
• the consolidated statement of comprehensive income;
• the consolidated and parent company statements of financial position;
• the consolidated and parent company statements of changes in equity;
• the consolidated statement of cash flows;
• the accounting policies; and
• the related notes 1 to 35 to the consolidated financial statements and the related notes 1 to 14 to the parent company
financial statements.
The financial reporting framework that has been applied in the preparation of the Group financial statements is applicable
law, United Kingdom adopted international accounting standards and IFRSs as issued by the IASB. The financial reporting
framework that has been applied in the preparation of the parent company financial statements is applicable law and
United Kingdom Accounting Standards, including FRS 101 “Reduced Disclosure Framework” (United Kingdom Generally
Accepted Accounting Practice).
BASIS FOR OPINION
2.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law.
Our responsibilities under those standards are further described in the auditor’s responsibilities for the audit of the financial
statements section of our report.
We are independent of the Group and the parent company in accordance with the ethical requirements that are relevant
to our audit of the financial statements in the UK, including the Financial Reporting Council’s (the ‘FRC’s’) Ethical Standard
as applied to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these
requirements. The non-audit services provided to the Group and parent company for the year are disclosed in note 3 to the
financial statements. We confirm that we have not provided any non-audit services prohibited by the FRC’s Ethical
Standard to the Group or the parent company.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
110
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
3.
SUMMARY OF OUR AUDIT APPROACH
Key audit matters
The key audit matters that we identified in the current year were:
• Central America goodwill and indefinite-life intangible asset impairment
• UK site impairment
Within this report, key audit matters are identified as follows:
Newly identified
Increased level of risk
Similar level of risk
Decreased level of risk
Materiality
The materiality that we used for the Group financial statements was £14.6m which equates
to 5% of statutory profit before tax and exceptional items including net acquisition costs.
In making our judgement we considered the focus of the users of the financial statements as well
as a range of benchmark metrics such as profit before tax, revenue and net assets, before selecting
5% of profit before tax and exceptional items including net acquisition costs as the benchmark for
determining materiality (2020: 1% of net assets).
In 2020, we used net assets as the benchmark for determining materiality. This was due the volatility
in profit when compared to previous years, resulting from the impact of the Covid-19 pandemic on
the Group’s operations and consumer demand in the markets in which the Group operates. We have
reverted back to the use of a profit-based benchmark in determining materiality in the current year,
due to the stabilisation of the Group’s profit metrics.
Scoping
We conducted our work in 12 countries (2020: 18 countries), engaging 12 (2020: 18) component
audit teams.
The reporting units where we conducted our audit work accounted for 76% (2020: 90%) of the
Group’s revenue, 78% (2020: 90%) of the Group’s profit before taxation and exceptional items
and 80% (2020: 90%) of the Group’s net assets.
In the prior year we had identified a key audit matter relating to Goodwill impairment in the UK,
which is no longer a key audit matter because it was fully impaired in 2020.
Significant
changes in
our approach
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
111
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF INCHCAPE PLC CONTINUED
4. CONCLUSIONS RELATING TO GOING CONCERN
In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting
in the preparation of the financial statements is appropriate.
Our evaluation of the directors’ assessment of the Group’s and parent company’s ability to continue to adopt the going
concern basis of accounting included:
• Understanding the Group’s processes and related controls over the assumptions in the going concern assessment;
• Assessing the Group’s available committed borrowing facilities;
• Evaluated the reasonableness of the projections and the appropriateness of the sensitivities performed by management;
• Assessing the impact of global supply chain constraints due to semi-conductor shortages, Covid-19 and political
uncertainties on the forecast cashflows;
• Engaging our modelling specialists to perform consistency checks and integrity checks over the going concern model,
including checking for mathematical and clerical accuracy;
• Evaluating the accuracy and completeness of the covenant calculation within the model;
• Testing the consistency of the forecast cash flows with the forecasts prepared for the impairment models;
• Performing additional sensitivity scenario analysis; and
• Assessing the disclosures relating to going concern in the financial statements.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions
that, individually or collectively, may cast significant doubt on the Group’s and parent company’s ability to continue as
a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
In relation to the reporting on how the Group has applied the UK Corporate Governance Code, we have nothing material
to add or draw attention to in relation to the directors’ statement in the financial statements about whether the directors
considered it appropriate to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant
sections of this report.
KEY AUDIT MATTERS
5.
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the
financial statements of the current period and include the most significant assessed risks of material misstatement (whether
or not due to fraud) that we identified. These matters included those which had the greatest effect on: the overall audit
strategy; the allocation of resources in the audit; and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion on these matters.
112
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
5.1. Central America goodwill and indefinite-life intangible asset impairment
Key audit matter
description
Account balances: Intangible assets. Refer to the Audit Committee report on page 77, the
Critical accounting judgements and sources of estimation uncertainty in the Accounting
policies section on page 134, note 2 Exceptional items on page 140 and note 11 Intangible
assets on page 153.
In addition to goodwill of £116.3 million (2020: £119.0 million) the Group has distribution agreements
of £239.0 million (2020: £246.6 million) which are classified as indefinite-life intangible assets.
£24.8 million (2020: £37.6 million) of the goodwill is allocated to Central America and £65.8 million
(2020: £52.2 million) of the value of the distribution agreements relates to the exclusive right to
distribute Suzuki vehicles in Costa Rica and Panama.
The goodwill and distribution agreement assets were recognised after the acquisition of the
Grupo Rudelman business in 2018. Since acquisition, political instability, in Costa Rica in particular,
has impacted demand for vehicles in that market.
Management performed impairment reviews on the Suzuki CGU and then the Central America Group
of CGUs, which resulted in an impairment of £12.9 million against the goodwill (2020: £6.2 million) and a
£12.9 million reversal of impairment against the distribution agreement (2020: £31.2 million impairment).
There continues to be uncertainty over market level performance in the short term given the ongoing
supplier constraints, as a result of semi-conductor shortages and Covid-19 and there is continuing
uncertainty over the strength and timing of the recovery of the market.
As noted on page 56, management’s financial planning process incorporates an Annual Operating
Plan (“AOP”) for the next financial year (2022), together with financial forecasts/models for the
remaining years based on external market benchmarks. When determining recoverable amount
cash flows are discounted using a discount rate and long-term growth rate determined by
management’s expert.
Management’s forecast is reliant upon continued supply of vehicles into the market. As noted
within note 11, the cash flows used within the impairment models are based on assumptions which
are sources of estimation uncertainty and small movements in these assumptions could lead to
a further impairment.
Although the penetration of electric vehicles in each market is currently low, in Costa Rica as part
of its ‘National Decarbonization Plan’ there are commitments to move to full electrification of its
transport network by 2050.
Our procedures in response to the key audit matter identified included:
• Obtaining an understanding of relevant controls, including Group oversight and management
review controls, over the preparation and use of cash flow forecasts used in the impairment reviews;
• Assessing the integrity of the models used by management including reviewing their mechanical
accuracy;
• Assessing management’s historical forecasting accuracy by comparing budgets to actuals;
• Benchmarking management’s assumptions against views of internal industry experts, reputable
third-party industry growth forecasts, publications, news articles, government legislation and
economic data;
• Challenging management’s analysis through comparison to external market data and considering
contradictory evidence of the risks and opportunities arising from the transition to electric vehicles
and the impact this has on forecast future cash flows;
• Evaluating the competence, capabilities and objectivity of management’s expert who were
engaged to determine the discount rate and long-term growth rate used;
• Engaging with our internal fair value specialists to independently evaluate the appropriateness
of inputs and methodology used in determining the discount rates used;
• Assessing the impact of global supply chain constraints due to semi-conductor shortages
and Covid-19 has on the forecast cashflows;
• Performing sensitivities in order to challenge the reasonableness of management’s assumptions;
and
• Assessing the appropriateness of management’s disclosures.
How the scope
of our audit
responded to the
key audit matter
Key observations
We concluded that the judgements management have made are reasonable.
There are uncertainties which remain, particularly the strength of the recovery in demand for vehicles
and aftersales services after the impact of the Covid-19 pandemic. Furthermore, the ongoing supply
shortage of semi-conductors, in what has historically been a volatile market, and the risks and
opportunities resulting from the transition to electric vehicles add to this uncertainty.
We are satisfied that the Group’s disclosures in the Critical accounting judgements and sources of
estimation uncertainty in the Accounting policies section and note 11 Intangible assets appropriately
highlight these uncertainties.
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
113
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF INCHCAPE PLC CONTINUED
5.2. UK site impairment
Key audit matter
description
Account balances: Intangible assets, property, plant and equipment and right-of-use assets.
Refer to the Audit Committee report on page 77, the Critical accounting judgements and
sources of estimation uncertainty in the Accounting policies section on page 134, note 2
Exceptional items on page 140, note 11 Intangible assets on page 153, note 12 Property, plant
and equipment on page 157 and note 13 Right-of-use assets and Lease liabilities on page 159.
How the scope
of our audit
responded to the
key audit matter
The Group has goodwill of £116.3 million (2020: £119.0 million), property, plant and equipment of
£548.0 million (2020: £569.8 million) and right-of-use assets of £261.4 million (2020: £257.3 million).
£nil (2020: £nil) of the goodwill, £209.5 million (2020: £203.6 million) of property, plant and equipment
and £59.9 million (£73.6 million) of right-of-use assets relate to the UK.
The UK automotive retail market continues to be subject to volatility, principally caused by the
semi-conductor shortage and continued COVID-19 disruption.
In line with IAS 36 “Impairment of assets” management performed an impairment indicator
assessment for the UK sites and where an indicator of impairment existed, an impairment review
was performed.
The estimation of the recoverable amount requires management to assess the ‘value in use’ of the
individual sites. This is particularly judgemental due to the forecasting of future cash flow assumptions,
and accordingly we determined these to be the key estimates in management’s determination of
the level of impairment charge to record. Given the impact of the continued automotive disruption,
forecasting demand for vehicles and aftersales services in the short and medium term is particularly
uncertain. Furthermore, with the announcement that the sale of new petrol and diesel vehicles will be
banned from 2030, the electrification of the UK’s car parc adds further complexity to forecasting cash
flows. Management also engaged specialists to assess the fair values of some of its sites which showed
indicators of impairment and may not be supported by value in use. In line with the accounting
standard, the impaired assets were written down to the higher of its value in use or fair value less
cost to sell.
Our procedures in response to the key audit matter identified included:
• Obtaining an understanding of relevant controls, including Group oversight and management
review controls, over the preparation and use of cash flow forecasts used in the impairment reviews;
• Assessing the completeness of management’s impairment indicators assessment;
• Assessing the integrity of the models used by management including reviewing their
mechanical accuracy;
• Assessing management’s historical forecasting accuracy by comparing budgets to actuals;
• Benchmarking management’s assumptions against views of internal industry experts, reputable
third-party industry growth forecasts, publications, news articles, government legislation and
economic data;
• Challenging management’s analysis through comparison to external market data and considering
contradictory evidence of the risks and opportunities arising from the transition to electric vehicles
and the impact this has on forecast future cash flows;
• Evaluating the competence, capabilities and objectivity of management’s expert for both discount
rate and property valuations;
• Engaging our internal real estate valuation specialists to assist in assessing valuation reports
prepared by management’s expert;
• Involving internal fair value specialists to independently evaluate the appropriateness of inputs
and methodology used in determining the discount rates used;
• Assessing the impact of global supply chain constraints due to semi-conductor shortages
and Covid-19 has on the forecast cashflows;
• Performing sensitivities in order to challenge the reasonableness of management’s assumptions;
and
• Assessing the appropriateness of management’s disclosures.
Key observations
We concluded that the judgements management has made are reasonable.
There are sources of estimation uncertainty which remain, particularly the strength of the recovery
in demand for vehicles and aftersales services after the impact of the Covid-19 pandemic, the risks
and opportunities resulting from the transition to electric vehicles and in the short term, supply
chain disruption.
We are satisfied that the Group’s disclosures in the Critical accounting judgements and sources of
estimation uncertainty in the Accounting policies section, in note 11 Intangible Assets, note 12
Property, plant and equipment and note 13 Right-of-use-assets and lease liabilities appropriately
highlight these uncertainties.
114
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
6. OUR APPLICATION OF MATERIALITY
6.1. Materiality
We define materiality as the magnitude of misstatement in the financial statements that makes it probable that the
economic decisions of a reasonably knowledgeable person would be changed or influenced. We use materiality
both in planning the scope of our audit work and in evaluating the results of our work.
Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:
Materiality
Basis for
determining
materiality
Rationale for the
benchmark
applied
Group financial statements
Parent company financial statements
£14.6 million (2020: £10.7 million)
£6.0 million (2020: £9.0 million)
Our materiality was determined on the basis
of 5% of profit before tax and exceptional items
including net acquisition costs. In the prior year,
materiality was determined on the basis of 1.0%
of net assets and equated to 8.3% of profit
before tax and exceptional items.
Profit before tax and exceptional items
including net acquisition costs is £292.6 million
which shows a marked improvement from the
2020 position as the impact of COVID-19 is
reduced (2020: £123.4 million and 2019: £323.8
million). Therefore, we consider it appropriate
to revert back to a profit-based benchmark
for materiality, as this is a key metric for users
of the financial statements.
Parent company materiality equates to 1.0%
of net assets.
In the prior year parent company materiality
equated to 1.1% of net assets.
As the Company is non-trading, operates primarily
as a holding company for the Group’s trading
entities, and is not profit orientated, we consider
the net asset position to be the most appropriate
benchmark to use.
Profit before tax and
exceptional items
including net
acqusition costs
£292.6m
Group materiality
£14.6m
Component materiality range
£2.3m – £6.0m
Audit Committee
reporting threshold £0.7m
6.2. Performance materiality
We set performance materiality at a level lower than materiality to reduce the probability that, in aggregate,
uncorrected and undetected misstatements exceed the materiality for the financial statements as a whole.
Performance
materiality
Basis and
rationale for
determining
performance
materiality
Group financial statements
Parent company financial statements
70% (2020: 70%) of Group materiality
70% (2020: 70%) of parent company materiality
We set our performance materiality after considering:
• our cumulative experience from prior year audits, including the low value of misstatements
identified in prior periods and management’s willingness to correct any misstatements identified;
• our risk assessment, including our understanding of the entity and its environment and the impact
of Covid-19 on the financial statements; and
• our assessment of the Group’s overall control environment.
6.3. Error reporting threshold
We agreed with the Audit Committee that we would report to the Committee all audit differences in excess of £0.7 million
(2020: £0.5 million), as well as differences below that threshold that, in our view, warranted reporting on qualitative grounds.
We also report to the Audit Committee on disclosure matters that we identified when assessing the overall presentation
of the financial statements.
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
115
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF INCHCAPE PLC CONTINUED
AN OVERVIEW OF THE SCOPE OF OUR AUDIT
Identification and scoping of components
7.
7.1.
In selecting the components which are in scope for audit procedures to be performed as part of the Group audit,
we consider:
• the inherent risk in each of the markets that the Group operates;
• the Group’s control environment;
• the significance of identified risks in each of the components;
• the financial significance of the component to the Group’s revenue, profit/loss and net assets; and
• the nature of any acquisitions and disposals within the year.
We conducted our work in 12 (2020: 18) countries, engaging 12 (2020: 18) component audit teams. Changes in the number
of components identified were driven by the disposal of certain of the Group’s operations, as well as acquisitions and
changes in the relative prominence and risk of other components within the Group.
Our significant components which were subject to full audit procedures, consistent with the prior year, were in Australia,
Chile, Colombia, Ethiopia, Hong Kong, Russia, Singapore and the UK. Our components performed audits of specific
account balances in Costa Rica, Poland, Romania and Peru.
As noted on page 72, during the year, the Board approved the establishment of a Global Business Services organisation
(“GBS”). We considered the impact of this on our audit, noting that the transition was completed in some markets towards
the end of the year, with management retaining a number of their finance team members in the affected components.
We therefore retained our audit approach to use component teams in the relevant markets. Our component teams
assessed the impact on the control environment and processes before and after the transition and performed additional
audit procedures where these had changed significantly.
The range of component materialities applied, excluding the parent company, is £2.3 million to £6.0 million (2020: £1.9 million
to £9 million). The reporting units where we conducted our audit work accounted for 76% (2020: 90%) of the Group’s
revenue, 78% (2020: 90%) of the Group’s profit before taxation and 80% (2020: 90%) of the Group’s net assets.
REVENUE
PROFIT BEFORE TAX
NET ASSETS
24%
8%
22%
9%
20%
12%
68%
69%
68%
Full audit scope
Full audit scope
Full audit scope
Specified audit procedures
Specified audit procedures
Specified audit procedures
Review at group level
Review at group level
Review at group level
7.2. Working with other auditors
We engaged component auditors from Deloitte member firms to perform procedures at these components under our
direction and supervision. This approach also allows us to engage local auditors who have appropriate knowledge of
local regulations to perform the audit work. We issued detailed instructions to the component auditors and held planning
meetings, interim update meetings and year end close meetings with each component team. In the continued response
to the Covid-19 pandemic which limits our ability to make component visits, frequent calls were held between the Group
and component teams throughout the year and remote access to relevant documents was provided. A dedicated senior
member of the Group audit team was assigned to facilitate an effective and consistent approach to component oversight,
which focused on their audit work over key judgements.
In addition to the work performed at a component level the Group audit team also performed audit procedures on the
parent company and consolidated financial statements, corporate activities such as treasury and pensions, goodwill and
indefinite-life intangible asset impairments, litigation provisions, the consolidation, going concern assessment and financial
statement disclosures. The Group audit team also performed analytical reviews on out-of-scope components.
7.3. Our consideration of the control environment
A part of our overall audit procedures, we have considered the control environment of the Group including the
understanding of the key Information Technology (IT) controls in place designed to address the IT risks faced by the Group
and how these relate to the entity’s financial reporting processes.
Due to the nature of the IT structures of the Group we have not adopted a single centralised approach to auditing IT
controls across the Group and across global locations. As such, whilst our IT audit work continues to be co-ordinated by our
116
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
UK Group team, we have utilised component teams to test locally operated IT controls in audit relevant business units round
the world, with the scope of IT work driven by local audit requirements and the maturity of the local control environment.
During the year, the transition to GBS across certain regions of the business commenced. We along with our component
teams considered the impact on the control environment and processes before and after the transition and performed
additional audit procedures where these had changed significantly.
Some components adopted a control reliance approach for certain business processes.
7.4. Our consideration of climate-related risks
As part of our audit procedures, we have considered the potential impact of climate change on the Group’s business
and its financial statements.
The Group continues to develop its assessment of the potential impacts of climate change which is currently premised
upon three scenarios; a low carbon scenario, a current policies scenario and a high carbon scenario, as explained
in the Strategic Report on pages 40 to 44.
As a part of our audit, we have obtained management’s climate-related risk assessment and held discussions with the
management to understand the process of identifying climate-related risks, the determination of mitigating actions and
the impact on the Group’s financial statements. Management has considered that climate change is not expected to
have a significant impact on short-term forecasts, have applied these adjustments to the outer years in the impairment
models. Whilst at this stage there is significant uncertainty regarding what the long-term impact of climate change
initiatives may be on the markets in which Inchcape operate in, the forecasts reflect managements assessment of their
best estimate made in the financial statements as explained in note 11 on page 154.
We performed our own qualitative risk assessment of the potential impact of climate change on the Group’s account
balances and classes of transaction and did not identify any reasonably possible risks of material misstatement. Our
procedures were performed with the involvement of our climate change and sustainability specialists and included
reading disclosures included in the Strategic Report to consider whether they are materially consistent with the financial
statements and our knowledge obtained in the audit.
8. OTHER INFORMATION
The other information comprises the information included in the annual report, other than the financial statements and
our auditor’s report thereon. The directors are responsible for the other information contained within the annual report.
Our opinion on the financial statements does not cover the other information and, except to the extent otherwise
explicitly stated in our report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other information is materially
inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears
to be materially misstated.
If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether
this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed,
we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
RESPONSIBILITIES OF DIRECTORS
9.
As explained more fully in the directors’ responsibilities statement, the directors are responsible for the preparation of the
financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors
determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether
due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the Group’s and the 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 the directors either intend to liquidate the Group or the parent company or to cease
operations, or have no realistic alternative but to do so.
10. AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with
ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these financial statements.
A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at:
www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
EXTENT TO WHICH THE AUDIT WAS CONSIDERED CAPABLE OF DETECTING IRREGULARITIES, INCLUDING FRAUD
11.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with
our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent
to which our procedures are capable of detecting irregularities, including fraud is detailed below.
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
117
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF INCHCAPE PLC CONTINUED
11.1. Identifying and assessing potential risks related to irregularities
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance
with laws and regulations, we considered the following:
• the nature of the industry and sector, control environment and business performance including the design of the Group’s
remuneration policies, key drivers for directors’ remuneration, bonus levels and performance targets;
• results of our enquiries of management, internal audit, in-house legal counsel and the audit committee about their own
identification and assessment of the risks of irregularities;
• any matters we identified having obtained and reviewed the Group’s documentation of their policies and procedures
relating to:
– identifying, evaluating and complying with laws and regulations and whether they were aware of any instances
of non-compliance;
– detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected
or alleged fraud;
– the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations;
• the matters discussed among the audit engagement team including significant component audit teams and relevant
internal specialists, including tax, fair value, real estate, pensions, financial instruments and IT specialists regarding
how and where fraud might occur in the financial statements and any potential indicators of fraud; and
• understood the process by which management understood and identified fraud risk factors across the business,
paying particular attention to any specific fraud risk factors identified and tailoring our audit response accordingly.
As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation
for fraud and identified the greatest potential for fraud in the judgements related to Central America goodwill and
indefinite-life intangible asset impairment as well as UK site impairment. In common with all audits under ISAs (UK),
we are also required to perform specific procedures to respond to the risk of management override.
We also obtained an understanding of the legal and regulatory frameworks that the Group operates in, focusing on
provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures
in the financial statements. The key laws and regulations we considered in this context included the UK Companies Act,
Listing Rules, pensions legislation and tax legislation.
In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial
statements but compliance with which may be fundamental to the Group’s ability to operate or to avoid a material
penalty. These included the Group’s environmental regulations.
11.2. Audit response to risks identified
As a result of performing the above, we identified UK site impairment and Central America goodwill and indefinite-life
intangible asset impairments as key audit matters related to the potential risk of fraud. The key audit matters section of our
report explains the matters in more detail and also describes the specific procedures we performed in response to those
key audit matters.
In addition to the above, our procedures to respond to risks identified included the following:
• reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with
provisions of relevant laws and regulations described as having a direct effect on the financial statements;
• enquiring of management, the audit committee and in-house legal counsel concerning actual and potential litigation
and claims;
• performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material
misstatement due to fraud;
• reading minutes of meetings of those charged with governance, reviewing internal audit reports and reviewing
correspondence with HMRC; and
• in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries
and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of
a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the
normal course of business.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members
including internal specialists and significant component audit teams and remained alert to any indications of fraud or
non-compliance with laws and regulations throughout the audit.
REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS
12. OPINIONS ON OTHER MATTERS PRESCRIBED BY THE COMPANIES ACT 2006
In our opinion the part of the directors’ remuneration report to be audited has been properly prepared in accordance
with the Companies Act 2006.
In our opinion, based on the work undertaken in the course of the audit:
• the information given in the strategic report and the directors’ report for the financial year for which the financial
statements are prepared is consistent with the financial statements; and
• the strategic report and the directors’ report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Group and the parent company and their environment obtained
in the course of the audit, we have not identified any material misstatements in the strategic report or the directors’ report.
118
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
13. CORPORATE GOVERNANCE STATEMENT
The Listing Rules require us to review the directors’ statement in relation to going concern, longer-term viability and that
part of the Corporate Governance Statement relating to the Group’s compliance with the provisions of the UK Corporate
Governance Code specified for our review.
Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the
Corporate Governance Statement is materially consistent with the financial statements and our knowledge obtained
during the audit:
• the directors’ statement with regards to the appropriateness of adopting the going concern basis of accounting and any
material uncertainties identified set out on page 108;
• the directors’ explanation as to its assessment of the Group’s prospects, the period this assessment covers and why the
period is appropriate set out on page 56;
• the directors’ statement on fair, balanced and understandable set out on page 79;
• the board’s confirmation that it has carried out a robust assessment of the emerging and principal risks set out on
page 66;
• the section of the annual report that describes the review of effectiveness of risk management and internal control
systems set out on page 79; and
• the section describing the work of the audit committee set out on page 77.
14. MATTERS ON WHICH WE ARE REQUIRED TO REPORT BY EXCEPTION
14.1. Adequacy of explanations received and accounting records
Under the Companies Act 2006 we are required to report to you if, in our opinion:
• we have not received all the information and explanations we require for our audit; or
• 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 financial statements are not in agreement with the accounting records and returns.
We have nothing to report in respect of these matters.
14.2. Directors’ remuneration
Under the Companies Act 2006 we are also required to report if in our opinion certain disclosures of directors’ remuneration
have not been made or the part of the directors’ remuneration report to be audited is not in agreement with the
accounting records and returns.
We have nothing to report in respect of these matters.
15. OTHER MATTERS WHICH WE ARE REQUIRED TO ADDRESS
15.1. Auditor tenure
Following the recommendation of the audit committee, we were appointed by the members on 25 May 2018 to audit
the financial statements for the year ending 31 December 2018 and subsequent financial periods. The period of total
uninterrupted engagement including previous renewals and reappointments of the firm is four years, covering the years
ending 31 December 2018 to 31 December 2021.
15.2. Consistency of the audit report with the additional report to the audit committee
Our audit opinion is consistent with the additional report to the audit committee we are required to provide in accordance
with ISAs (UK).
16. USE OF OUR REPORT
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.
As required by the Financial Conduct Authority (FCA) Disclosure Guidance and Transparency Rule (DTR) 4.1.14R, these
financial statements form part of the European Single Electronic Format (ESEF) prepared Annual Financial Report filed on
the National Storage Mechanism of the UK FCA in accordance with the ESEF Regulatory Technical Standard ((‘ESEF RTS’).
This auditor’s report provides no assurance over whether the annual financial report has been prepared using the single
electronic format specified in the ESEF RTS.
ANNA MARKS FCA
SENIOR STATUTORY AUDITOR
For and on behalf of Deloitte LLP
Statutory Auditor
London, UK
25 February 2022
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
119
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
CONSOLIDATED INCOME STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2021
Revenue
Cost of sales
Gross profit
Net operating expenses
Operating profit / (loss)
Share of profit after tax of joint
ventures and associates
Profit / (loss) before finance
and tax
Finance income
Finance costs
Profit / (loss) before tax
Tax
Profit / (loss) for the year
Profit / (loss) attributable to:
– Owners of the parent
– Non-controlling interests
Basic earnings / (loss)
per share (pence)
Diluted earnings / (loss)
per share (pence)
1. See note 35.
Notes
1, 3
3
14
6
7
8
9
9
Before
exceptional
items
2021
£m
Exceptional
items
(note 2)
2021
£m
Before
exceptional
items
2020
(restated)1
£m
Total
2021
£m
7,640.1
(6,499.2)
1,140.9
(812.8)
328.1
–
–
–
(101.2)
(101.2)
7,640.1
6,837.8
(6,499.2)
(5,948.4)
1,140.9
(914.0)
226.9
889.4
(725.3)
164.1
Exceptional
items
(note 2)
2020
(restated)1
£m
–
(11.6)
(11.6)
(245.5)
(257.1)
Total
2020
(restated)1
£m
6,837.8
(5,960.0)
877.8
(970.8)
(93.0)
–
–
–
–
–
–
328.1
12.5
(44.6)
296.0
(71.6)
224.4
(101.2)
–
–
(101.2)
(1.3)
(102.5)
226.9
12.5
(44.6)
194.8
(72.9)
121.9
117.0
4.9
121.9
30.0p
29.6p
164.1
14.4
(51.0)
127.5
(33.7)
93.8
(257.1)
–
–
(257.1)
24.2
(232.9)
(93.0)
14.4
(51.0)
(129.6)
(9.5)
(139.1)
(142.0)
2.9
(139.1)
(36.0)p
(36.0)p
The notes on pages 138 to 185 are an integral part of these consolidated financial statements.
120
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2021
Profit / (loss) for the year
Other comprehensive income / (loss):
Items that will not be reclassified to the consolidated income statement
Changes in the fair value of equity investments at fair value through other
comprehensive income
Defined benefit pension scheme remeasurements
Deferred tax recognised in consolidated statement of comprehensive income
Items that may be or have been reclassified subsequently to the consolidated
income statement
Cash flow hedges
– Fair value movements
Exchange differences on translation of foreign operations
Recycling of foreign currency reserve
Current tax recognised in consolidated statement of comprehensive income
Deferred tax recognised in consolidated statement of comprehensive income
Other comprehensive income / (loss) for the year, net of tax
Total comprehensive income / (loss) for the year
Total comprehensive income / (loss) attributable to:
– Owners of the parent
– Non-controlling interests
1. See note 35.
Notes
2021
£m
121.9
2020
(restated)1
£m
(139.1)
15
5
17
26
26
26
17
1.6
58.2
(0.4)
59.4
18.5
(104.3)
108.2
(2.3)
(0.5)
19.6
79.0
200.9
196.8
4.1
200.9
(2.7)
14.8
(2.5)
9.6
(4.7)
(42.8)
(8.4)
0.3
(0.9)
(56.5)
(46.9)
(186.0)
(189.3)
3.3
(186.0)
The notes on pages 138 to 185 are an integral part of these consolidated financial statements.
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
121
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2021
Non-current assets
Intangible assets
Property, plant and equipment
Right-of-use assets
Investments in joint ventures and associates
Financial assets at fair value through other comprehensive
income
Derivative financial instruments
Trade and other receivables
Deferred tax assets
Retirement benefit asset
Current assets
Inventories
Trade and other receivables
Financial assets at fair value through other comprehensive
income
Derivative financial instruments
Current tax assets
Cash and cash equivalents
Assets held for sale and disposal group
Total assets
Current liabilities
Trade and other payables
Derivative financial instruments
Current tax liabilities
Provisions
Lease liabilities
Borrowings
Liabilities directly associated with the disposal group
Non-current liabilities
Trade and other payables
Provisions
Deferred tax liabilities
Lease liabilities
Borrowings
Retirement benefit liability
Total liabilities
Net assets
Equity
Share capital
Share premium
Capital redemption reserve
Other reserves
Retained earnings
Equity attributable to owners of the parent
Non-controlling interests
Total equity
1. See note 35.
Notes
2021
£m
2020
(restated)1
£m
1 January 2020
(restated)1
£m
11
12
13
14
15
24
16
17
5
18
16
15
24
19
20
21
24
22
13
23
20
21
22
17
13
23
5
25
26
27
394.1
548.0
261.4
4.9
4.8
3.0
45.4
67.4
135.3
1,464.3
1,134.7
324.1
0.2
24.6
9.0
596.4
2,089.0
4.8
2,093.8
3,558.1
(1,548.3)
(31.9)
(63.0)
(34.9)
(56.5)
(7.6)
(1,742.2)
–
(1,742.2)
(63.2)
(23.4)
(68.1)
(267.6)
(210.0)
(53.1)
(685.4)
(2,427.6)
1,130.5
38.5
146.7
142.1
(227.1)
1,008.7
1,108.9
21.6
1,130.5
425.8
569.8
257.3
2.4
3.6
–
49.2
70.5
101.0
1,479.6
1,216.2
369.6
0.2
13.3
20.6
481.2
2,101.1
31.2
2,132.3
3,611.9
(1,610.3)
(42.4)
(65.0)
(26.8)
(58.5)
(6.1)
(1,809.1)
(7.7)
(1,816.8)
(69.3)
(19.8)
(79.1)
(274.3)
(210.0)
(81.4)
(733.9)
(2,550.7)
1,061.2
39.4
146.7
141.2
(248.2)
962.8
1,041.9
19.3
1,061.2
554.4
695.1
313.3
4.3
6.9
–
38.7
60.9
78.7
1,752.3
1,566.9
512.3
0.2
16.2
21.6
423.0
2,540.2
149.4
2,689.6
4,441.9
(1,996.4)
(27.4)
(82.4)
(23.0)
(56.8)
(50.1)
(2,236.1)
(106.1)
(2,342.2)
(77.2)
(12.9)
(96.7)
(296.0)
(270.0)
(69.2)
(822.0)
(3,164.2)
1,277.7
40.0
146.7
140.6
(190.4)
1,120.5
1,257.4
20.3
1,277.7
The notes on pages 138 to 185 are an integral part of these consolidated financial statements. The consolidated financial
statements on pages 120 to 185 were approved by the Board of Directors on 25 February 2022 and were signed on its behalf by:
Duncan Tait, GROUP CHIEF EXECUTIVE
Gijsbert de Zoeten, CHIEF FINANCIAL OFFICER
122
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2021
At 1 January 2020
Adjustment for IFRIC
(“SaaS”)
At 1 January 2020
(restated)1
(Loss) / profit for the year
(restated)1
Other comprehensive
loss for the year
(restated)1
Total comprehensive loss
for the year (restated)1
Hedging gains and
losses transferred to
inventory
Share-based payments,
net of tax
Share buyback
programme
Dividends:
– Owners of the parent
– Non-controlling
interests
At 1 January 2021
(restated)1
Profit for the year
Other comprehensive
income for the year
Total comprehensive
income for the year
Hedging gains and
losses transferred to
inventory
Share buyback
programme
Purchase of own shares
by the Inchcape
Employee Trust
Transactions with non-
controlling interests
Dividends:
Notes
Share
capital
£m
40.0
Share
premium
£m
Capital
redemption
reserve
£m
Other
reserves
(note 26)
£m
Retained
earnings
(note 27)
£m
Total
equity
attributable
to owners of
the parent
£m
146.7
140.6
(190.4)
1,141.4
1,278.3
Non-
controlling
interests
Total
shareholders’
equity
£m
20.3
£m
1,298.6
35
–
–
–
–
(20.9)
(20.9)
–
(20.9)
40.0
146.7
140.6
(190.4)
1,120.5
1,257.4
20.3
1,277.7
–
–
–
–
–
(0.6)
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
0.6
–
–
–
–
(142.0)
(142.0)
2.9
(139.1)
(59.3)
12.0
(47.3)
(59.3)
(130.0)
(189.3)
0.4
3.3
(46.9)
(186.0)
1.5
–
–
–
–
–
–
3.7
1.5
3.7
(31.4)
(31.4)
–
–
–
–
–
–
–
–
–
–
–
1.5
3.7
(31.4)
–
–
(4.3)
(4.3)
39.4
146.7
141.2
(248.2)
962.8
1,041.9
19.3
1,061.2
4,17
25
10
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
0.9
–
–
–
–
–
117.0
117.0
4.9
121.9
22.0
57.8
79.8
(0.8)
79.0
22.0
174.8
196.8
4.1
200.9
(0.9)
–
(0.9)
10.0
10.0
(80.5)
(80.5)
(6.2)
(6.2)
–
–
–
–
(0.9)
10.0
(80.5)
(6.2)
–
–
1.2
1.2
(52.2)
(52.2)
–
(52.2)
–
–
(3.0)
21.6
(3.0)
1,130.5
–
–
–
–
–
–
– Owners of the parent
10
– Non-controlling
interests
At 31 December 2021
38.5
146.7
142.1
(227.1) 1,008.7
1,108.9
1. See note 35.
The notes on pages 138 to 185 are an integral part of these consolidated financial statements.
Share-based payments include a net tax credit of £1.6m (current tax charge of £nil and a deferred tax credit of £1.6m)
(2020 – net tax credit of £0.4m (current tax charge of £nil and a deferred tax credit of £0.4m)).
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
123
Share-based payments,
net of tax
4,17
25
(0.9)
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2021
Cash generated from operating activities
Cash generated from operations
Tax paid
Interest received
Interest paid
Net cash generated from operating activities
Cash flows from investing activities
Acquisition of businesses, net of cash and overdrafts acquired
Net cash inflow from sale of businesses
Net cash inflow from disposal of investments in joint ventures and associates
Purchase of investment in joint ventures and associates
Purchase of property, plant and equipment
Purchase of intangible assets
Proceeds from disposal of property, plant and equipment
Proceeds from disposal of intangible assets
Payments made before the commencement date of a lease
Receipt from finance sub-lease receivables
Net cash generated from investing activities
Cash flows from financing activities
Share buyback programme
Purchase of own shares by the Inchcape Employee Trust
Cash inflow from Covid Corporate Financing Facility
Repayment of Covid Corporate Financing Facility
Cash outflow from other borrowings
Payment of capital element of lease liabilities
Transactions with non-controlling interests
Equity dividends paid
Dividends paid to non-controlling interests
Net cash used in financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents at beginning of the period
Effect of foreign exchange rate changes
Cash and cash equivalents at the end of the year
Cash and cash equivalents consist of:
– Cash at bank and cash equivalents
– Short-term deposits
– Bank overdrafts
– Cash at bank and cash equivalents included in disposal groups held for sale
Notes
28a
29
29
23
23
10
28b
19
19
23
20
2021
£m
469.2
(63.8)
12.2
(40.6)
377.0
(20.2)
76.2
–
(2.6)
(48.5)
(16.1)
24.6
–
(2.5)
2.3
13.2
(80.5)
(6.2)
–
–
(12.7)
(59.3)
1.2
(52.2)
(3.0)
(212.7)
177.5
476.3
(65.0)
588.8
501.8
94.6
(7.6)
–
588.8
2020
(restated)1
£m
333.2
(51.8)
13.9
(46.1)
249.2
(31.5)
71.8
2.0
–
(27.4)
(14.5)
6.7
0.2
–
0.7
8.0
(32.1)
–
99.6
(99.6)
(66.1)
(57.4)
–
–
(4.3)
(159.9)
97.3
379.2
(0.2)
476.3
378.5
102.7
(6.1)
1.2
476.3
1. See note 35.
The notes on pages 138 to 185 are an integral part of these consolidated financial statements.
124
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
ACCOUNTING POLICIES
GENERAL INFORMATION
Inchcape plc is a public company limited by shares, domiciled and incorporated in the UK, and registered in England and
Wales. The address of the registered office is 22a St James’s Square, London, SW1Y 5LP. The nature of the Group’s operations
and principal activities are set out in note 1 and on pages 1 to 58.
The Group consolidated financial statements have been properly prepared in accordance with United Kingdom adopted
accounting standards and International Financial Reporting Standards (IFRSs) as issued by the International Accounting
Standards Board (IASB) and with those parts of the Companies Act 2006 applicable to companies reporting under UK
adopted IFRS.
Accounting convention
The consolidated financial statements have been prepared under the historical cost convention, except for financial assets
at fair value through other comprehensive income, and those financial assets and financial liabilities (including derivative
instruments) held at fair value through profit or loss, which are measured at fair value.
Going concern
Based on the Group’s cash flow forecasts and projections, the Board is satisfied that the Group will operate within the level
of its committed facilities for the foreseeable future. For this reason, the Board continues to adopt the going concern basis in
preparing its financial statements. In assessing whether the Group is a going concern, the ongoing implications of Covid-19
have been considered together with measures taken to mitigate its impact on the Group. In making this assessment, the
Group has considered available liquidity in relation to net debt and committed facilities, the Group’s latest forecasts for
2022 and 2023 cash flows, together with adjusted scenarios. The forecasts used reflect the latest view on the economic
impact of Covid-19 on the markets in which the Group operates, with a key emphasis on the latest Group forecasts for 2022
and 2023.
Committed bank facilities and Private Placement borrowings totaling £910m, of which £210m was drawn at 31 December
2021, are subject to the same interest cover covenant based on an adjusted EBITA measure to interest on consolidated
borrowings measured on a trailing 12-month basis at June and December.
The latest Group forecasts for 2022 and 2023 indicate that the Group is expected to be compliant with this covenant
throughout the forecast period and have sufficient liquidity to continue operating throughout that period.
A range of sensitivities has been applied to the forecasts to assess the Group’s compliance with its covenant requirements
over the forecast period. These sensitivities included:
• further periods of Covid-19 restrictions similar in nature and impact to those seen both in the second half of 2020 and the
first half of 2021, impacting half of the Group’s markets simultaneously for a period of time in 2022;
• a reduction in New and Used vehicle sales due to a short-term shortage of semi-conductor chips, reducing gross profit
in the second half of 2022 and the first half of 2023;
• an appreciation in sterling against the Group’s main trading companies; combined with
• working capital sensitivities.
In a scenario where all of the above sensitivities occur at the same time, the Group has modelled the possibility of the
interest cover covenant being breached in 2022 and 2023. With the interest cover covenant measured on a trailing
12-month basis, the sensitised forecasts indicate that the Group is not expected to breach any covenants and would be
compliant with the interest cover requirements at June 2022 and throughout the forecast period. Additionally, under
these circumstances, the Group expects to have sufficient funds to meet cash flow requirements. In a scenario where such
restrictions impacted half of the group markets simultaneously for a period of 24 months, the Group is forecasted to be
compliant with the interest cover covenant.
Additionally, reverse stress test scenario analysis has been conducted to assess the scenarios in which the Group would
breach its covenant or have insufficient funds to meet cash flow requirements. One such scenario was to model more
severe trading restrictions in all markets simultaneously with the impact comparable to those experienced in the Group’s
markets in the first half of 2020, which amounts to a material cessation in operations and revenue. Under this scenario,
the Group could sustain such restrictions for a period of approximately four months before breaching the interest cover
covenant, but even in this circumstance, would still have sufficient liquidity. We deem this circumstance to be highly unlikely
due to the geographic diversity of the Group’s operations and our increased ability to trade digitally.
Therefore, the board concluded that the Group will be able to operate within the level of its committed facilities for the
foreseeable future. The directors consider it appropriate to adopt the going concern basis of accounting in preparing
the financial statements for the year ending 31 December 2021.
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
125
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
ACCOUNTING POLICIES CONTINUED
NEWLY ADOPTED ACCOUNTING POLICIES
From 1 January 2021, the following standards became effective in the Group’s consolidated financial statements:
• Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 – Interest rate benchmark reform – Phase 2; and
• Amendments to IFRS 16 – Covid-19 Related Rent Concessions beyond 30 June 2021.
The impact of adopting the amendments to IFRS 9, IAS39, IFRS7, IFRS4 and IFRS16 as a result of interest rate benchmark
reform is described below. The adoption of the amendments due to IFRS 16 COVID-19 Related Rent Concessions beyond
30 June 2021 has not led to any changes to the Group’s accounting policies or had any other material impact on the
financial position or performance of the Group.
Additionally, due to an IFRS Interpretations Committee’s agenda decision on ‘Software as a Service’ (‘SaaS’) arrangements,
the Group’s accounting policy has changed relating to the capitalisation of software costs. The impact on the Group’s
accounting policy is further discussed below.
All other accounting policies have been applied consistently throughout the reporting period. The Group has not early
adopted other standards, amendments to standards or interpretations that have been issued but are not yet effective.
INTEREST RATE BENCHMARK REFORM
The Group has adopted the ‘interest rate benchmark reform’ amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 in the
current financial year.
The Group had a number of contracts in the UK with OEM’s that make reference to LIBOR. At the end of the reporting period
all contracts in scope for amendment had been renegotiated to use the Sterling Overnight Index Average (SONIA) based
rate. We will continue to monitor the renegotiation of vehicle funding arrangements throughout the Group that make
reference to other Interbank Offered Rates (IBOR) based rates which did not expire during the reporting period.
Our syndicated rolling credit facility incurred interest charged upon a LIBOR based rate. This was renegotiated during 2021
to SONIA. The Group have a total of £nil drawdown on the facility as at 31 December 2021.
SOFTWARE AS A SERVICE – ACCOUNTING FOR CONFIGURATION AND CUSTOMISATION COSTS
The Group has changed its accounting policy related to the capitalisation of certain software costs. This change follows
the IFRS Interpretations Committee’s agenda decisions published in April 2021 and relates to the capitalisation of costs of
configuring or customising application software under ‘Software as a Service’ (‘SaaS’) arrangements.
The Group’s accounting policy has historically been to capitalise costs directly attributable to the configuration and
customisation of such arrangements as intangible assets on the balance sheet. Following the adoption of the IFRIC agenda
guidance, current SaaS arrangements were identified and assessed to determine if the Group had control of the software.
For those arrangements where it was determined that the Group did not have control of the developed software, to the
extent that the services were considered distinct from the access to the software, the Group derecognised the intangible
asset previously capitalised. Amounts paid to the supplier for implementation and customisation services that cannot be
performed by third parties, are amortised over the underlying contract period.
The change in accounting policy has resulted in a reduction in the value of the intangible assets recognised as at 1 January
2020 and 31 December 2020 by £23.5m and £24.4m respectively. The comprehensive income reported for the year ended
31 December 2020 has reduced by £1.9m on account of a corresponding increase in operating expenses within
administrative expenses. A third balance sheet as at 1 January 2020 has been presented in accordance with IAS 1 to
disclose the impact of the change. See note 35 for further details.
STANDARDS NOT EFFECTIVE AT THE BALANCE SHEET DATE
The following standards were in issue but were not yet effective at the balance sheet date. These standards have not yet
been early adopted by the Group, and will be applied for the Group’s financial years commencing on or after 1 January
2022:
• Annual Improvements to IFRS Standards 2018–2020;
• Amendments to IAS 16 – Property, Plant and Equipment – Proceeds before Intended Use;
• Amendments to IAS 37 – Onerous Contracts – Cost of Fulfilling a Contract;
• Amendments to IFRS 3 (May 2020) – Reference to the Conceptual Framework;
• IFRS 17 – Insurance Contracts;
• Amendments to IAS 1 – Classification of Liabilities;
• Amendments to IAS 1 Presentation of Financial Statements and IFRS Practice Statement 2: Disclosure of Accounting
Policies; and
• Amendments to IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors: Definition of Accounting
Estimates.
Management are currently reviewing the new standards to assess the impact that they may have on the Group’s reported
position and performance. Management do not expect that the adoption of the standards listed above will have a
material impact on the financial statements of the Group.
126
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
BASIS OF CONSOLIDATION
The consolidated financial statements comprise the financial statements of the parent company (Inchcape plc) and all of
its subsidiary undertakings (defined as those where the Group has control), together with the Group’s share of the results of
its joint ventures (defined as those where the Group has joint control) and associates (defined as those where the Group has
significant influence but not control). The results of subsidiaries are consolidated and the Group’s share of results of its joint
ventures and associates is equity accounted for as of the same reporting date as the parent company, using consistent
accounting policies.
The results of newly acquired subsidiaries are consolidated using the acquisition method of accounting from the date on
which control of the net assets and operations of the acquired company are effectively transferred to the Group. Similarly,
the results of subsidiaries disposed of cease to be consolidated from the date on which control of the net assets and
operations is transferred out of the Group.
The Group treats transactions with non-controlling interests as transactions with equity owners of the Group. For purchases
from non-controlling interests, the difference between any consideration paid and the relevant share acquired of the
carrying value of net assets of the subsidiary is recorded in equity. Gains or losses on disposals to non-controlling interests
are also recorded in equity.
Investments in joint ventures and associates are accounted for using the equity method, whereby the Group’s share of
post-acquisition profits or losses is recognised in the consolidated income statement, and its share of post-acquisition
movements in shareholders’ equity is recognised in shareholders’ equity. If the Group’s share of losses in a joint venture or
associate equals or exceeds its investment in the joint venture or associate, the Group does not recognise further losses,
unless it has contractual obligations or made payments on behalf of the joint venture or associate.
Intercompany balances and transactions and any unrealised profits arising from intercompany transactions are eliminated
in preparing the consolidated financial statements.
FOREIGN CURRENCY TRANSLATION
Transactions included in the results of each of the Group’s entities are measured using the currency of the primary
economic environment in which the entity operates (the functional currency). The consolidated financial statements are
presented in sterling, which is the functional currency of the parent company, Inchcape plc, and the presentation currency
of the Group.
In the individual entities, transactions in foreign currencies are translated into the functional currency at the rates of
exchange prevailing at the dates of the individual transactions. Monetary assets and liabilities denominated in foreign
currencies are subsequently retranslated at the rate of exchange ruling at the end of the reporting period. All differences
are taken to the consolidated income statement, except those exchange differences arising on long-term foreign currency
borrowings that form part of a net investment in a foreign investment, which on consolidation are taken directly to other
comprehensive income.
The assets and liabilities of foreign operations are translated into sterling at the rate of exchange ruling at the end of the
reporting period. The income statements of foreign operations are translated into sterling at the average rates of exchange
for the period. Exchange differences arising from 1 January 2004 are recognised as a separate component of shareholders’
equity. On disposal of a foreign operation, any cumulative exchange differences held in shareholders’ equity are
transferred to the consolidated income statement.
REVENUE AND OTHER INCOME
Revenue is measured at the fair value of consideration receivable, net of any discounts, rebates, trade allowances,
incentives, or amounts collected on behalf of third parties. It is recognised to the extent that the transfer of promised goods
or services to a customer has been satisfied and the revenue can be reliably measured. Revenue excludes sales-related
taxes and intra-group transactions. In practice this means that:
Revenue from the sale of goods is recognised when the obligation to transfer the goods to the customer has been satisfied
and the revenue can reliably be measured. The obligation to transfer goods to the customer is considered to have been
satisfied when the vehicles or parts are invoiced and physically dispatched or collected.
Revenue from the rendering of services to the customer is considered to have been satisfied when the service has been
undertaken.
Where the Group acts as an agent on behalf of a principal in relation to finance, insurance and similar products, the
associated commission income is recognised within revenue in the period in which the related finance or insurance
product is sold and receipt of payment can be assured.
Where a vehicle is sold to a leasing company and the Group undertakes to repurchase the vehicle for a specified value at
a predetermined date, the sale is not recognised on the basis that the possibility of the buyback being exercised is highly
likely. Consequently, such vehicles are retained within ‘property, plant and equipment’ in the consolidated statement of
financial position at cost and are depreciated to their residual value over the life of the lease. The difference between the
initial amounts received from the leasing company and the repurchase commitment is recognised as deferred income in
the consolidated statement of financial position and is released to the consolidated income statement on a straight-line
basis over the life of the lease. The repurchase commitment, which reflects the price at which the vehicle will be bought
back, is held within ‘trade and other payables’, according to the date of the commitment.
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
127
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
ACCOUNTING POLICIES CONTINUED
Where a vehicle is sold subject to a buyback commitment and the possibility of the buyback being exercised by the
customer is not highly likely as the buyback price set is below the expected market value, revenue is recognised in full when
the vehicle is sold. However, an estimate of the value of the buyback payments is deducted from revenue and deferred to
the balance sheet. Similarly, an estimate of the value of the vehicles to be returned is deducted from cost of sales and also
deferred to the balance sheet. These balances are considered to be contract liabilities.
Where additional services are included in the sale of a vehicle to a customer as part of the total vehicle package
(e.g. extended warranty, free servicing, roadside assistance, fuel coupons etc) and the Group is acting as a principal
in the fulfilment of the service, the value of the additional services is separately identified, deducted from consideration
receivable, recognised as deferred revenue on the balance sheet and subsequently recognised as revenue when the
service is provided, or recognised on an input basis with reference to the amount of time elapsed under the contract to
which the service relates. These balances are considered to be contract liabilities. The consideration allocated to
additional services is based on the relative stand-alone selling price of the additional services within the contract. The value
assigned to the additional service is set equal to the value of the additional service being provided, being the expected
cost to the entity plus an appropriate profit margin.
Amounts relating to accrued income are balances primarily due from manufacturers in relation to volume / target related
bonuses or commissions or warranty related where the work has been completed prior to being invoiced. Any amount
previously recognised as accrued income is reclassified to trade receivables at the point at which it is invoiced to the
customer.
Finance income is recognised when it is probable that the economic benefits will flow to the Group and the amount
of income can be measured reliably. It is accrued on a time basis by reference to the principal outstanding and at the
effective interest rate applicable.
Dividend income is recognised when the right to receive payment is established.
COST OF SALES
Cost of sales includes the expense relating to the estimated cost of self-insured product warranties offered to customers.
These warranties form part of the package of goods and services provided to the customer when purchasing a vehicle
and are not a separable product.
The Group receives income in the form of various incentives which are determined by our brand partners. The amount we
receive is generally based on achieving specific objectives, such as a specified sales volume, as well as other objectives
including maintaining brand partner standards which may include, but are not limited to, retail centre image and design
requirements, customer satisfaction survey results and training standards. Where incentives are based on a specific sales
volume or number of registrations, the related income is recognised as a reduction in cost of sales when it is reasonably
certain that the income has been earned. This is generally the later of the date the related vehicles are sold or registered
or when it is reasonably certain that the related target will be met. Where incentives are linked to retail centre image and
design requirements, customer satisfaction survey results or training standards, they are recognised as a reduction in cost
of sales when it is reasonably certain that the incentive will be received for the relevant period.
GOVERNMENT GRANTS AND ASSISTANCE
Grants received from governments are recognised when there is reasonable assurance that the conditions associated
with the grants have been complied with and the grants will be received. Grants for the reimbursement of operating
expenditure are deducted from the related category of costs in the income statement. Once a government grant is
recognised, any related deferred income is treated in accordance with IAS 20 ‘Accounting for Government Grants and
Disclosure of Government Assistance’.
SHARE-BASED PAYMENTS
The Group operates various share-based award schemes. The fair value at the date at which the share-based awards are
granted is recognised in the consolidated income statement (together with a corresponding credit in shareholders’ equity)
on a straight-line basis over the vesting period, based on an estimate of the number of shares that will eventually vest.
At the end of each reporting period, the Group revises its estimates of the number of awards that are expected to vest.
The impact of any revision is recognised in the consolidated income statement with a corresponding adjustment to equity.
For equity-settled share-based awards, the services received from employees are measured by reference to the fair value
of the awards granted. With the exception of the Group Save As You Earn scheme, the vesting of all share-based awards
under all schemes is solely reliant upon non-market conditions, therefore no expense is recognised for awards that do not
ultimately vest. Where an employee or the Company cancels an award, the charge for that award is recognised as an
expense immediately, even though the award does not vest.
FINANCE COSTS
Borrowing costs which are directly attributable to the acquisition, construction or production of a qualifying asset are
capitalised as part of the cost of that asset from the first date on which the expenditure is incurred for the asset and until
such time as the asset is ready for its intended use. A Group capitalisation rate is used to determine the magnitude of
borrowing costs capitalised on each qualifying asset. This rate is the weighted average of Group borrowing costs, excluding
those borrowings made specifically for the purpose of obtaining a qualifying asset.
All other borrowing costs are recognised as an expense in the period in which they are incurred.
128
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
INCOME TAX
The charge for current income tax is based on the results for the period as adjusted for items which are not taxed or are
disallowed. It is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting
period.
The accounting standard covering uncertain tax positions, IFRIC 23 ‘Uncertainty over Income Tax Treatments’, was adopted
by the Group from 1 January 2019. The Group recognises provisions for uncertain tax positions when it is not probable that
a tax authority will accept an uncertain tax treatment used, or proposed to be used, in its income tax filings. Uncertain tax
positions are assessed and measured using management’s estimate of the most likely outcome including an assessment
of whether uncertain tax positions should be considered separately or as a group. The Group recognises interest on late
paid taxes as part of financing costs, and any penalties, if applicable, as part of the income tax expense.
Deferred income tax is accounted for using the liability method in respect of temporary differences arising from differences
between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements.
Deferred tax liabilities are recognised for all taxable temporary differences and deferred tax assets are recognised to the
extent that it is probable that taxable profits will be available against which deductible temporary differences can be
utilised. Such assets and liabilities are not recognised if the temporary difference is due to goodwill arising on a business
combination, or to an asset or liability, the initial recognition of which does not affect either taxable or accounting income.
Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries, joint ventures
and associates, except where the Group is able to control the reversal of the temporary difference and it is probable that
the temporary difference will not reverse in the foreseeable future.
Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realised or the liability
is settled using rates enacted or substantively enacted at the end of the reporting period. Deferred tax is charged or
credited in the consolidated income statement, except when it relates to items credited or charged directly to
shareholders’ equity, in which case the deferred tax is also dealt with in shareholders’ equity.
Deferred tax assets and liabilities are only offset where there is a legally enforceable right of offset and there is an intention
to settle balances net.
The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner
in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and
liabilities.
EXCEPTIONAL ITEMS
The Group makes certain adjustments to the statutory profit measures in order to derive certain alternative performance
measures. Certain items which are material are presented as exceptional items within their relevant consolidated income
statement category. The separate reporting of exceptional items helps provide additional useful information regarding the
Group’s business performance and is used by management to facilitate internal performance analysis.
Management applies an exceptional items policy that is regularly discussed and approved by the Audit Committee. The
policy applied in identifying exceptional items is balanced when assessing gains and losses, clearly disclosed and applied
consistently from one year to the next.
Exceptional items are deemed to be those items that, in the judgement of the Group, need to be disclosed separately
by virtue of their nature, size or incidence. In determining the facts and circumstances, management considers key factors
such as:
• where the same category of items recurs each year and in similar amounts (for example, restructuring costs),
consideration is given as to whether such amounts should be included as part of underlying profit:
• where significant items are likely to be finalised over more than one year, the effect of such items is applied uniformly; and
• ensuring the treatment of favourable and unfavourable transactions are treated consistently.
Items that may be considered exceptional in nature include gains or losses on the disposal of businesses, restructuring of
businesses, acquisition costs, asset impairments and the tax effects of these items. Any reversal of an amount previously
recognised as an exceptional item would also be recognised as an exceptional item in a subsequent period.
BUSINESS COMBINATIONS AND GOODWILL
The acquisition of subsidiaries is accounted for using the acquisition method (at the point the Group gains control over a
business as defined by IFRS 3). The cost of the acquisition is measured as the cash paid and the aggregate of the fair values,
at the date of exchange, of other assets transferred, liabilities incurred or assumed, and equity instruments issued by the
Group in exchange for control of the acquiree. The consideration transferred includes the fair value of any asset or liability
resulting from a contingent consideration arrangement at the acquisition date.
Acquisition-related costs are expensed as incurred. The acquiree’s identifiable assets, liabilities and contingent liabilities
that meet the conditions for recognition under IFRS 3 are recognised at their fair value at the acquisition date. The Group
recognises any non-controlling interests in the acquiree on an acquisition-by-acquisition basis, either at fair value or at
the non-controlling interests’ proportionate share of the recognised amounts of acquiree’s identifiable net assets.
Goodwill represents the excess of the cost of acquisition of a business combination over the Group’s share of the fair value
of identifiable net assets of the business acquired at the date of acquisition. Goodwill is initially recognised at cost and
is held in the functional currency of the acquired entity and revalued at the closing exchange rate at the end of each
reporting period.
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
129
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
ACCOUNTING POLICIES CONTINUED
After initial recognition, goodwill is measured at cost less any accumulated impairment losses. At the date of acquisition,
the goodwill is allocated to cash generating units for the purpose of impairment testing and is tested at least annually for
impairment.
Gains and losses on disposal of a business include the carrying amount of goodwill relating to the business sold except for
goodwill arising on business combinations on or before 31 December 1997 which has been deducted from shareholders’
equity and remains indefinitely in shareholders’ equity.
OTHER INTANGIBLE ASSETS
Intangible assets, when acquired separately from a business (including computer software), are carried at cost less
accumulated amortisation and impairment losses. Cost comprises the purchase price from third parties as well as internally
generated development costs where relevant. Amortisation is provided on a straight-line basis to allocate the cost of the
asset over its estimated useful life, which in the case of computer software is three to eight years. Amortisation is recognised
in the consolidated income statement within ‘net operating expenses’. Software customisation and configuration costs
relating to software not controlled by the Group are expensed over the period such services are received.
Intangible assets acquired as part of a business combination are capitalised separately from goodwill if the benefit of the
intangible asset is obtained through contractual or other legal rights and the fair value can be measured reliably on initial
recognition. The principal intangible assets are agreements with manufacturers for the distribution of new vehicles and
parts, which represent the estimated value of distribution rights acquired in business combinations. Such agreements have
varying terms and periods of renewal and have historically been renewed without substantial cost. The Group therefore
expects these agreements to be renewed on a regular basis and accordingly no amortisation is charged on these assets.
The Group assesses these distribution rights for impairment on an annual basis.
Other intangible assets acquired in a business combination may include order books and customer contracts. These
intangible assets are amortised on a straight-line basis over their estimated useful life, which is generally less than a year.
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment is stated at cost less accumulated depreciation and impairment losses. Cost comprises
the purchase price and directly attributable costs of the asset and includes, where relevant, capitalised borrowing costs.
Depreciation is based on cost less estimated residual value and is included within ‘net operating expenses’ in the
consolidated income statement, with the exception of depreciation on ‘interest in leased vehicles’ which is charged to
‘cost of sales’. It is provided on a straight-line basis over the estimated useful life of the asset, except for freehold land which
is not depreciated. For the following categories, the annual rates used are:
Freehold buildings and long leasehold buildings
2.0%
Short leasehold buildings
Plant, machinery and equipment
Interest in leased vehicles
shorter of lease term or useful life
5.0% – 33.3%
over the lease term
The residual values and useful lives of all assets are reviewed at least at the end of each reporting period and adjusted
if necessary.
LEASES
The Group assesses whether a contract is, or contains a lease at inception of the contract. A lease conveys the right to
direct the use and obtain substantially all of the economic benefits of an identified asset for a period of time in exchange
for consideration.
THE GROUP AS A LESSEE
Lease liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present
value of the following lease payments:
• fixed payments (including in-substance fixed payments), less any lease incentives receivable;
• variable lease payment that are based on an index or a rate, initially measured using the index or rate as at the
commencement date;
• amounts expected to be payable by the Group under residual value guarantees;
• the exercise price of a purchase option if the Group is reasonably certain to exercise that option; and
• payments of penalties for terminating the lease, if the lease term reflects the Group exercising that option.
Lease payments to be made under reasonably certain extension options are also included in the measurement of
the liability.
The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined,
which is generally the case for leases in the Group, 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.
To determine the incremental borrowing rate, the Group:
• uses a build-up approach that starts with a risk-free interest rate by market and currency;
• applies a credit risk, based on yields of comparable entities, to the determined risk-free interest rate by market; and
• where applicable, makes adjustments specific to the lease, e.g. term, country, currency and security.
130
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
Lease liabilities are re-measured when there is a change in future lease payments arising from a change in an index or rate,
if there is a change in the estimate of the amount expected to be payable under a residual value guarantee, or if there is a
change in the assessment of whether a purchase, lease-term extension or termination option will be exercised. When lease
liabilities are re-measured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset
or recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.
Lease payments are allocated between principal and finance cost. The finance cost is charged to profit or loss over the
lease period to produce a constant periodic rate of interest on the remaining balance of the liability for each period.
Right-of-use assets are recognised at the commencement date of the lease. Right-of-use assets comprising mainly land
and buildings are measured at cost less accumulated depreciation and impairment losses. The costs include the amount
of the initial measurement of the lease liability, any lease payments made at or before the commencement date less lease
incentives received, any direct costs and an estimate of dismantling costs. The carrying amount is further adjusted for any
remeasurement of the lease liability. Depreciation is expensed to the income statement on a straight-line basis over the
lease term. The lease term includes the noncancellable period of lease together with any extension or termination options
that are reasonably certain to be exercised.
Payments associated with short-term leases and all leases of low-value assets (under £5,000) are recognised on a straight-
line basis as an expense in profit or loss. Short-term leases are leases with a lease term of 12 months or less. Low-value assets
comprise largely small items of office equipment.
THE GROUP AS A LESSOR
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risk and rewards of
ownership to the lessee. All other leases are classified as operating leases. Where the Group is an intermediate lessor, the
sublease classification is assessed with reference to the head lease right-of-use asset. Amounts due from lessees under
finance leases are recorded as receivables at the amount of the Group’s net investment in the lease. Finance lease income
is allocated to accounting periods so as to reflect a constant periodic rate of return on the Group’s net investment in the
lease. Rental income from operating leases is recognised on a straight-line basis over the lease term.
IMPAIRMENT OF NON-FINANCIAL ASSETS
Assets that are subject to amortisation or depreciation are reviewed for impairment whenever events or circumstances
indicate that the carrying amount may not be recoverable. Any impairment losses are included within ‘net operating
expenses’ in the consolidated income statement.
In addition, goodwill is not subject to amortisation but is tested at least annually for impairment. An impairment loss is
recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount, the latter being the
higher of the asset’s fair value less costs to sell and value in use. Value in use calculations are performed using cash flow
projections, discounted at a pre-tax rate which reflects the asset specific risks and the time value of money.
Non-financial assets, other than goodwill, which have previously been impaired, are reviewed for possible reversal of
the impairment at each reporting date.
INVENTORIES
Inventories are stated at the lower of cost and net realisable value. Cost comprises expenditure incurred in bringing
inventories to their present location and condition. Net realisable value represents the estimated selling price less all
estimated costs of completion and costs to be incurred in marketing, selling and distribution. Used vehicles are carried
at the lower of cost or fair value less costs to sell, generally based on external market data available for used vehicles.
Vehicles held on consignment are included within inventories as the Group is considered to have the risks and rewards
of ownership. The corresponding liability is included within ‘trade and other payables’.
Inventory can be held on deferred payment terms. All costs associated with this deferral are expensed in the period in
which they are incurred.
An inventory provision is recognised in situations where net realisable value is likely to be less than cost (such as
obsolescence, deterioration, fall in selling price). When calculating the provision, management considers the nature and
condition of the inventory, as well as applying assumptions around anticipated saleability, determined on conditions that
exist at the end of the reporting period. With the exception of parts, generally net realisable value adjustments are applied
on an item-by-item basis.
TRADE RECEIVABLES
Trade receivables are amounts due from customers for goods sold or services performed in the ordinary course of business.
These are recognised as current assets if collection is due in one year or less. If collection is due in over a year, they are
presented as non-current assets.
Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective
interest method, less provision for impairment. A provision for impairment is established based on an expected credit loss
model under IFRS 9. The amount of the provision is the difference between the asset’s carrying amount and the expected
value of the amounts to be received.
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
131
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
ACCOUNTING POLICIES CONTINUED
The provision for impairment of receivables is based on lifetime expected credit losses. Lifetime expected credit losses are
calculated by assessing historic credit loss experience, adjusted for factors specific to the receivable and company. The
amount of the loss is recognised in the consolidated income statement within ‘net operating expenses’. When a trade
receivable is not collectible, it is written off against the allowance account for trade receivables. Subsequent recoveries
of amounts previously written off are credited against ‘net operating expenses’ in the consolidated income statement.
TRADE PAYABLES
Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business.
These are classified as current liabilities if payment is due in one year or less. If payment is due at a later date, they are
presented as non-current liabilities.
Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the effective
interest method.
Trade payables include the liability for vehicles held on consignment, with the corresponding asset included within
inventories.
BORROWINGS
Borrowings are recognised initially at fair value, net of transaction costs incurred, and are subsequently stated at amortised
cost. Any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the
consolidated income statement over the period of the borrowings, using the effective interest method.
PENSIONS AND OTHER POST-RETIREMENT BENEFITS
The Group operates a number of retirement benefit schemes.
The major schemes are defined benefit pension funds with assets held separately from the Group. The cost of providing
benefits under the plans is determined separately for each plan using the projected unit credit actuarial valuation method.
The current service cost and gains and losses on settlements and curtailments are included in ‘cost of sales’ or ‘net
operating expenses’ in the consolidated income statement. Past service costs are similarly recognised in the consolidated
income statement. Administrative scheme expenses associated with the plans are recorded within ‘net operating
expenses’ when incurred, in line with IAS 19 (revised). Net interest income or interest cost relating to the funded defined
benefit pension plans is included within ‘finance income’ or ‘finance costs’, as relevant, in the consolidated income
statement.
Changes in the retirement benefit obligation or asset due to experience and changes in actuarial assumptions are
included in the consolidated statement of comprehensive income, as actuarial gains and losses, in full in the period in
which they arise.
Where scheme assets exceed the defined benefit obligation, a net asset is only recognised to the extent that an economic
benefit is available to the Group, in accordance with the terms of the scheme and, where relevant, statutory requirements.
The Group’s contributions to defined contribution plans are charged to the consolidated income statement in the period to
which the contributions relate.
The Group also has a liability in respect of past employees under post-retirement healthcare schemes which have been
closed to new entrants. These schemes are accounted for on a similar basis to that for defined benefit pension plans in
accordance with the advice of independent qualified actuaries.
PROVISIONS
Provisions are recognised when the Group has a present obligation in respect of a past event, when it is more likely than
not that an outflow of resources will be required to settle the obligation and where the amount can be reliably estimated.
Provisions are discounted when the time value of money is considered to be material, using an appropriate risk-free rate
on government bonds.
PRODUCT WARRANTY PROVISION
A product warranty provision corresponds to warranties provided as part of the sale of a vehicle and provide assurance
to the customer that the product will work as sold. Provision is made for the expected cost of labour and parts based on
historical claims experience and expected future trends.
LEASEHOLD PROPERTY PROVISION
A leasehold property provision is recognised when the Group is committed to certain leasehold premises for which it no
longer has a commercial use. It is made to the extent of the estimated future net cost, excluding the lease liability already
recognised under IFRS 16. A leasehold property provision is also recognised when there is future obligation relating to the
maintenance of leasehold properties. The provision is based on management’s best estimate of the obligation which forms
part of the Group’s unavoidable cost of meeting its obligations under the lease contracts.
LITIGATION PROVISION
A litigation provision is recognised when a litigation case is outstanding at the end of the reporting period and there
is a likelihood that the legal claim will be settled.
132
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
RESTRUCTURING PROVISION
A restructuring provision is recognised when a detailed formal plan for the restructuring has been developed and a valid
expectation has been raised in those affected that it will carry out the restructuring by starting to implement the plan or
announcing its main features to those affected by it. The measurement of a restructuring provision includes only the direct
expenditures arising from the restructuring which are those amounts that are both necessarily entailed by the restructuring
and not associated with ongoing activities of the Group.
DISPOSAL GROUP AND ASSETS HELD FOR SALE
Where the Group is committed to a plan to sell and is actively marketing a business and disposal is expected within one
year of the date of classification as held for sale, the assets and liabilities of the associated businesses are separately
disclosed in the consolidated statement of financial position as a disposal group. Assets and liabilities are classified as assets
held for sale if their carrying amount is to be recovered principally through a sale transaction rather than through continuing
use. Both disposal groups and assets and liabilities held for sale are stated at the lower of their carrying amount and fair
value less costs to sell.
SEGMENTAL REPORTING
Segment information is reported in accordance with IFRS 8 ‘Operating segments’, which requires segmental reporting to
be presented on the same basis as the internal management reporting. The Group’s operating segments are countries or
groups of countries and the market channels, Distribution and Retail. These operating segments are then aggregated into
reporting segments to combine those with similar characteristics. The accounting policies of the reportable segments are
the same as the Group’s accounting policies described in this note.
FINANCIAL INSTRUMENTS
The Group classifies its financial assets in the following categories: measured at amortised cost; measured at fair value
through profit and loss; and measured at fair value through other comprehensive income. Classification and subsequent
remeasurement depends on the Group’s business model for managing the financial asset and its cash flow characteristics.
Assets that are held for collection of contractual cash flows, where those cash flows represent solely payments of principal
and interest, are measured at amortised cost.
Measured at amortised cost includes non-derivative financial assets and liabilities with fixed or determinable payments that
are not quoted in an active market. Financial assets are included in current assets, except where the maturity date is more
than 12 months after the end of the reporting period. They are initially recorded at fair value and subsequently recorded at
amortised cost. Financial liabilities are included in current liabilities, except where the maturity date is more than 12 months
after the end of the reporting period.
Measured at fair value through profit and loss includes derivative financial assets and liabilities, which are further explained
below. They are classified according to maturity date, within current and non-current assets and liabilities respectively.
Measured at fair value through other comprehensive income includes certain financial assets at fair value such as bonds
and equity investments. These financial assets are included in current assets and liabilities, except where the maturity date
is more than 12 months after the end of the reporting period. Financial assets at fair value through other comprehensive
income are classified as non-current assets unless management intends to dispose of them within 12 months of the end
of the reporting period and are held at fair value.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents in the consolidated statement of financial position comprise cash at bank and in hand,
short-term bank deposits and cash and cash equivalents included in disposal groups held for sale.
Short-term bank deposits have a maturity of less than three months from the date at which the investment is acquired.
In the consolidated statement of cash flows, cash and cash equivalents comprise cash and cash equivalents, as defined
above, net of bank overdrafts.
OFFSETTING
Netting in the consolidated statement of financial position only occurs to the extent that there is the legal ability and
intention to settle net. As such, bank overdrafts are presented in current liabilities to the extent that there is no intention
to offset with the cash balance.
DERIVATIVE FINANCIAL INSTRUMENTS
An outline of the objectives, policies and strategies pursued by the Group in relation to its financial instruments is set out
in note 24 to the consolidated financial statements.
Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently
re-measured at their fair value. The method of recognising the resulting gain or loss depends on whether the derivative
is designated as a hedging instrument, and if so, the nature of the item being hedged. The Group designates certain
derivatives as:
• hedges of the fair value of recognised assets or liabilities or a firm commitment (fair value hedge); or
• hedges of a particular risk associated with a recognised asset or liability or a highly probable forecast transaction (cash
flow hedge).
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
133
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
ACCOUNTING POLICIES CONTINUED
FAIR VALUE HEDGE
Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recorded in the
consolidated income statement, together with any changes in the fair value of the hedged asset or liability that are
attributable to the hedged risk. The Group only applies fair value hedge accounting for hedging fixed interest risk on
borrowings and future fixed amount currency liabilities (on its cross-currency interest rate swaps). The gain or loss relating to
the effective portion of interest rate swaps hedging fixed rate borrowings and changes in the fair value of those borrowings
is recognised in the consolidated income statement within ‘finance costs’. The gain or loss relating to the ineffective portion
is also recognised in the consolidated income statement within ‘finance costs’.
CASH FLOW HEDGE
For cash flow hedges that meet the conditions for hedge accounting, the portion of the gains or losses on the hedging
instrument that is determined to be an effective hedge is recognised directly in other comprehensive income and the
ineffective portion is recognised within ‘net operating expenses’ in the consolidated income statement. When the hedged
forecast transaction results in the recognition of a non-financial asset or liability then, at the time the asset or liability is
recognised, the associated gains or losses that had previously been recognised in other comprehensive income are
included in the initial measurement of the acquisition cost or other carrying amount of the asset or liability. For all other cash
flow hedges, the gains or losses that are recognised in other comprehensive income are transferred to the consolidated
income statement in the same period in which the hedged forecast transaction affects the consolidated income statement.
FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME
Financial assets at fair value through other comprehensive income are primarily equity instruments that the Group has
elected to recognise the changes in fair value of in other comprehensive income. They are recognised initially at fair value
and are re-measured subsequently at fair value with gains and losses arising from changes in fair value recognised directly
in equity and presented in the Group statement of comprehensive income. Cumulative gains and losses on equity
instruments at fair value through other comprehensive income are not recycled to the Group income statement.
SHARE CAPITAL
Ordinary shares are classified as equity. Where the Group purchases the Group’s equity share capital (treasury shares),
the consideration paid is deducted from shareholders’ equity until the shares are cancelled, reissued or disposed of.
Where such shares are subsequently sold or reissued, any consideration received is included in shareholders’ equity.
DIVIDENDS
Final dividends proposed by the Board of Directors and unpaid at the year-end are not recognised in the consolidated
financial statements until they have been approved by the shareholders at the Annual General Meeting. Interim dividends
are recognised when they are paid.
CRITICAL ACCOUNTING JUDGEMENTS AND SOURCES OF ESTIMATION UNCERTAINTY
The preparation of financial statements in accordance with generally accepted accounting principles requires the use of
estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements
and the reported amounts of revenues and expenses during the reporting period. Although these estimates are based
on management’s best knowledge, actual results may ultimately differ from those estimates. The estimates and underlying
assumptions are reviewed on an ongoing basis. The Directors have made a number of estimates and assumptions
regarding the future, and made some significant judgements in applying the Group’s accounting policies. These are
discussed below:
SOURCES OF ESTIMATION UNCERTAINTY
The key assumptions about the future, and other key sources of estimation uncertainties at the reporting period end that
may have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities within in the next
period are discussed below:
IMPAIRMENT OF GOODWILL AND INDEFINITE LIFE INTANGIBLE ASSETS
In the year, an impairment charge of £12.9m against goodwill has been recognised in the income statement, offset by
a reversal of £12.9m against indefinite life intangible assets. The most significant judgement that could materially impact
the charge is in relation to the sensitivity of the assumptions applied to the value in use calculations performed over the
Americas – Suzuki CGU groups.
Goodwill and other indefinite life intangible assets are tested at least annually for impairment. When an impairment review
is carried out, the recoverable value is determined based on value in use calculations which require the use of estimates,
including projected future cash flows (see note 11).
The value in use calculations mainly use cash flow projections based on five-year financial forecasts prepared by
management. The key assumptions for these forecasts are those relating to volumes, revenue, gross margins, the level of
working capital required to support trading, discount rates, long-term growth rate and capital expenditure. For CGU groups
in the Americas & Africa reporting segment, cash flows after the five-year period are extrapolated for a further five years
using declining growth rates which reduces the year five growth rate down to the long-term growth rate appropriate for
each CGU or CGU group, to better reflect the medium-term growth expectations for those markets. A terminal value
calculation is used to estimate the cash flows after year 10 using these long-term growth rates. For all other markets,
a terminal value calculation is used to estimate the cash flows after year five.
134
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
The assumptions used in the value in use calculations are based on past experience, recent trading and forecasts of
operational performance in the relevant markets including the impact of Covid-19 and the UK trading arrangements with
the European Union. They also reflect expectations about continuing relationships with key brand partners and the impact
climate change may have on its operations. Whilst at this stage there is significant uncertainty regarding what the long-term
impact of climate change initiatives may be on the markets in which we operate, the forecasts reflect our best estimate.
PENSIONS AND OTHER POST-RETIREMENT BENEFITS – ASSUMPTIONS
Pension and other post-retirement benefit liabilities are determined based on the actuarial assumptions detailed in note 5.
A number of these assumptions require estimates to be made, including the rate of inflation and expected mortality rates.
These assumptions are subject to a review on an annual basis and are determined in conjunction with an external actuary.
The use of different assumptions could have a material effect on the value of the relevant liabilities and could result in a
material change to amounts recognised in the income statement over time. Key assumptions and sensitivities for post-
employment benefit obligations are disclosed in note 5.
PENSIONS – DISCOUNT RATE
The Group’s defined benefit obligations are discounted at a rate set by reference to market yields at the end of the
reporting period on high quality corporate bonds. Significant judgement is required when setting the criteria for bonds to
be included in the population from which the yield curve is derived. The most significant criteria considered for the selection
of bonds include the issue size of the corporate bonds, quality of the bonds and the identification of outliers which are
excluded. Key assumptions and sensitivities for post-employment benefit obligations are disclosed in note 5.
CRITICAL ACCOUNTING JUDGEMENTS
RIGHT-OF-USE ASSETS AND LEASE LIABILITIES – EXTENSION AND TERMINATION OPTIONS
In determining the lease term, management considers all facts and circumstances that create an economic incentive to
exercise an extension option, or not exercise a termination option. Extension options (or periods after termination options)
are only included in the lease term if the lease is reasonably certain to be extended (or not terminated).
The Group has several retail, distribution and office property lease contracts that include extension and termination options.
The Group applies judgement in evaluating whether it is reasonably certain whether or not to exercise the option to renew
or terminate the lease. All relevant factors are considered that create an economic incentive for it to exercise either the
renewal or termination, including: whether there are significant penalties to terminate (or not extend); whether any
leasehold improvements are expected to have a significant remaining value; historical lease durations; the importance of
the underlying asset to the Group’s operations; and the costs and business disruption required to replace the leased asset.
The assessment is reviewed if a significant event or a significant change in circumstances occurs which affects this
assessment and that is within the control of the lessee. Refer to note 13 for additional disclosures relating to leases.
EXCEPTIONAL ITEMS
The Directors believe that adjusted profit and earnings per share measures provide additional useful information to
shareholders on the performance of the business. These measures are consistent with how business performance is
measured internally by the Board and Executive Committee. The operating profit before exceptional items and profit before
tax and exceptional items measures are not recognised profit measures under IFRS and may not be directly comparable
with such profit measures used by other companies. The classification of exceptional items requires significant management
judgement after considering the nature and intentions of a transaction.
In the current year, management has exercised judgement in respect of the treatment of accelerated amortisation that
arose on existing software assets following a strategic decision to migrate existing ERP applications to a cloud-based
solution. The decision resulted in a change in the estimated useful life of the existing ERP assets that materially increased
the amortisation charge for the year. The incremental amortisation charge has been treated as an exceptional item in
accordance with the Group’s policy. The Group’s definitions of exceptional items are outlined within the Group accounting
policies and note 2 provides further details on current year exceptional items and their adherence to Group policy.
CLASSIFICATION OF VEHICLE FUNDING ARRANGEMENTS
The Group finances the purchase of vehicles using vehicle funding facilities provided by various lenders including the
captive finance companies associated with brand partners. In assessing whether the liabilities arising under these
arrangements should be classified within trade and other payables rather than as an additional component of the Group’s
net debt within borrowings, the Group considers a number of factors including whether the arrangement is a requirement
of the relationship with the OEM, in relation to specific, separately identifiable vehicles held as inventory and whether
payment terms are the shorter of the agreed terms of the arrangement or until the specific vehicle being funded is sold
to the end customer. Each agreement entered into has its own terms and conditions and determining whether a new or
renewed arrangement should be classified within trade and other payables requires significant management judgement.
See also note 21.
ASSIGNMENT OF AN INDEFINITE USEFUL LIFE TO DISTRIBUTION AGREEMENTS
The Group’s principal intangible assets relate to agreements with manufacturers for the distribution of new vehicles and
parts. These distribution agreements are assigned an indefinite useful life as though these agreements have limited terms,
they have historically been renewed by the Group without substantial cost and the Group’s history shows that OEMs have
not terminated our distribution agreements. Additionally, there are no known changes or events that would impact the
vehicle distribution environments in which the Group has such assets recognised. The Group therefore expects these
agreements to be renewed indefinitely and accordingly no amortisation is charged on these assets.
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
135
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS
1 SEGMENTAL ANALYSIS
The Group has five reportable segments which have been identified based on the operating segments of the Group that
are regularly reviewed by the chief operating decision-maker, which has been determined to be the Executive Committee,
in order to assess performance and allocate resources. Operating segments are then aggregated into reporting segments
to combine those with similar economic characteristics.
In 2020, following the disposal of the Group’s business in China and the Retail disposals in Australia in 2019, the management
and reporting of the previous Asia and Australasia regions changed to encompass the combination of these to form an
Asia Pacific (APAC) region. The Retail businesses in the APAC region which were disposed of in 2019 and 2020 were
maintained as a separate reportable segment. In 2020, this segment solely represents the disposed of businesses in Australia.
The Group reports the performance of its reporting segments after the allocation of central costs. These represent costs of
Group functions.
The following summary describes the operations of each of the Group’s reportable segments:
Distribution
APAC,
UK & Europe,
Americas & Africa
Exclusive distribution, sales and marketing activities of New Vehicles and Parts.
Sale of New and Used Vehicles together with logistics services where the Group
may also be the exclusive distributor, alongside associated Aftersales activities of
service, bodyshop repairs and parts sales
Retail
APAC,
UK & Europe
Sale of New and Used Vehicles, together with associated Aftersales activities of
service, bodyshop repairs and parts sales
2021
Revenue
Total revenue
Results
Operating profit before
exceptional items
Operating exceptional items
Operating profit after
exceptional items
Share of profit after tax of joint
ventures and associates
Profit before finance and tax
Finance income
Finance costs
Profit before tax
Tax
Profit for the year
Distribution
APAC
£m
UK &
Europe
£m
Americas
& Africa
£m
Total
Distribution
£m
APAC
£m
Retail
UK &
Europe
£m
Total
Retail
£m
Total
£m
2,146.9
1,476.4
1,048.4
4,671.7
–
2,968.4
2,968.4
7,640.1
127.8
41.4
76.8
246.0
–
82.1
82.1
328.1
(101.2)
226.9
–
226.9
12.5
(44.6)
194.8
(72.9)
121.9
The Group’s reported segments are based on the location of the Group’s assets. Revenue earned from sales is disclosed by
origin and is not materially different from revenue by destination. Revenue is further analysed as follows:
2021
UK
Australia
Russia
Rest of the world
Group
£m
1,894.3
1,003.6
852.8
3,889.4
7,640.1
136
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
1 SEGMENTAL ANALYSIS CONTINUED
2021
Segment assets and liabilities
Segment assets
Other current assets
Other non-current assets
Segment liabilities
Other liabilities
Net assets
Distribution
APAC
£m
UK &
Europe
£m
Americas
& Africa
£m
Total
Distribution
£m
APAC
£m
Retail
UK &
Europe
£m
Total
Retail
£m
Total
£m
428.9
256.4
336.1
1,021.4
(633.9)
(261.1)
(318.6) (1,213.6)
–
–
489.9
489.9
1,511.3
629.8
1,417.0
(407.6)
(407.6) (1,621.2)
(806.4)
1,130.5
Segment assets include net inventory, receivables and derivative assets. Segment liabilities include payables, provisions
and derivative liabilities.
2021
Other segment items
Capital expenditure:
– Property, plant and equipment
– Interest in leased vehicles
– Right-of-use assets
– Intangible assets
Depreciation:
– Property, plant and equipment
– Interest in leased vehicles
– Right-of-use assets
Amortisation of intangible assets
Impairment of goodwill
Reversal of impairment of
distribution agreements
Impairment of other
intangible assets
Impairment / (reversal of
impairment) of property, plant
and equipment
Impairment of right-of-use assets
Impairment of assets held for sale
Net provisions charged to the
consolidated income statement
Distribution
APAC
£m
UK &
Europe
£m
Americas
& Africa
£m
Total
Distribution
£m
APAC
£m
Retail
UK &
Europe
£m
Total
Retail
£m
Total
£m
10.7
1.8
29.1
4.1
7.7
2.0
25.3
11.5
–
–
0.1
–
0.3
–
5.1
2.0
1.6
4.6
3.7
0.2
4.7
13.2
–
–
–
0.4
–
–
10.7
3.0
12.4
0.1
7.8
2.8
7.2
0.3
9.3
3.4
12.9
28.2
3.9
38.5
11.5
18.6
2.5
39.3
28.1
12.9
(12.9)
(12.9)
0.1
0.2
0.3
0.6
1.5
8.0
0.7
0.9
1.5
21.7
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
21.2
21.2
–
6.2
4.3
11.4
–
10.6
4.9
–
–
–
–
6.2
4.3
11.4
–
10.6
4.9
–
–
–
49.4
3.9
44.7
15.8
30.0
2.5
49.9
33.0
12.9
(12.9)
0.2
(2.6)
(2.6)
(1.9)
0.2
–
5.7
0.2
–
5.7
1.1
1.5
27.4
Net provisions include inventory, trade receivables impairment and other liability provisions.
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
137
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
1 SEGMENTAL ANALYSIS CONTINUED
2020 (restated)1
Revenue
Total revenue
Results
Operating profit before exceptional
items
Operating exceptional items
Operating loss after exceptional
items
Share of profit after tax of joint
ventures and associates
Loss before finance and tax
Finance income
Finance costs
Loss before tax
Tax
Loss for the year
1. See note 35.
Distribution
APAC
£m
UK &
Europe
£m
Americas
& Africa
£m
Total
Distribution
£m
APAC
£m
Retail
UK &
Europe
£m
Total
Retail
£m
Total
£m
1,902.6
1,120.2
797.1
3,819.9
9.4
3,008.5
3,017.9
6,837.8
80.3
25.0
34.2
139.5
0.4
24.2
24.6
164.1
(257.1)
(93.0)
–
(93.0)
14.4
(51.0)
(129.6)
(9.5)
(139.1)
The Group’s reported segments are based on the location of the Group’s assets. Revenue earned from sales is disclosed by
origin and is not materially different from revenue by destination. Revenue is further analysed as follows:
2020
UK
Australia
Russia
Rest of the world
Group
2020 (restated)1
Segment assets and liabilities
Segment assets
Other current assets
Other non-current assets
Segment liabilities
Other liabilities
Net assets
1. See note 35.
£m
1,978.9
838.7
835.6
3,184.6
6,837.8
Distribution
APAC
£m
UK &
Europe
£m
Americas
& Africa
£m
Total
Distribution
£m
APAC
£m
Retail
UK &
Europe
£m
Total
Retail
£m
Total
£m
402.7
281.6
361.7
1,046.0
–
618.4
618.4
1,664.4
515.3
1,432.2
(602.1)
(295.8)
(299.3)
(1,197.2)
–
(566.4)
(566.4)
(1,763.6)
(787.1)
1,061.2
Segment assets include net inventory, receivables and derivative assets. Segment liabilities include payables, provisions
and derivative liabilities.
138
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
1 SEGMENTAL ANALYSIS CONTINUED
2020 (restated)1
Other segment items
Capital expenditure:
– Property, plant and equipment
– Interest in leased vehicles
– Right-of-use assets
– Intangible assets
Depreciation:
– Property, plant and equipment
– Interest in leased vehicles
– Right-of-use assets
Amortisation of intangible assets
Impairment of goodwill
Impairment of distribution
agreements
Impairment of other
intangible assets
Impairment of property, plant
and equipment
Impairment of right-of-use assets
Net provisions charged /
(credited) to the consolidated
income statement
1. See note 35.
Distribution
APAC
£m
UK &
Europe
£m
Americas
& Africa
£m
Total
Distribution
£m
APAC
£m
Retail
UK &
Europe
£m
Total
Retail
£m
Total
£m
6.0
2.3
10.4
6.1
9.5
3.1
28.5
6.3
11.1
–
2.4
0.7
3.4
2.6
4.0
0.1
4.7
3.2
–
–
9.2
0.1
3.5
2.0
9.3
0.8
10.6
2.1
6.2
17.6
3.1
17.3
10.7
–
22.8
4.0
43.8
11.6
17.3
31.2
31.2
5.7
1.2
1.5
8.4
9.7
24.7
1.2
–
1.4
0.2
12.3
24.9
–
–
–
–
–
–
–
–
–
–
–
–
–
9.9
–
5.3
4.2
13.1
0.1
10.4
3.0
80.2
9.9
–
5.3
4.2
13.1
0.1
10.4
3.0
80.2
27.5
3.1
22.6
14.9
35.9
4.1
54.2
14.6
97.5
–
–
31.2
9.4
9.4
17.8
30.4
8.4
30.4
8.4
42.7
33.3
15.9
4.7
11.8
32.4
–
(3.4)
(3.4)
29.0
Net provisions include inventory, trade receivables impairment and other liability provisions.
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
139
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
2 EXCEPTIONAL ITEMS
Goodwill and distribution agreement impairments (see note 11)
Other asset write-offs and impairments (see notes 11, 12 and 13)
Inventory and other provisions
Disposal of businesses (see note 29)
Restructuring costs
Acquisition of businesses
Accelerated amortisation
Other operating exceptional items
Total exceptional operating items before tax
Exceptional tax (see note 8)
Total exceptional items
Total exceptional items are analysed as follows:
Exceptional cost of sales
Exceptional net operating expenses
Exceptional tax (see note 8)
Total exceptional items
2021
£m
–
2.9
–
(67.3)
(13.3)
(3.4)
(20.1)
–
(101.2)
(1.3)
(102.5)
–
(101.2)
(1.3)
(102.5)
2020
£m
(128.7)
(94.3)
(11.9)
1.9
(28.4)
(4.1)
–
8.4
(257.1)
24.2
(232.9)
(11.6)
(245.5)
24.2
(232.9)
During the year, the Group disposed of businesses in the UK, Belgium & Luxembourg and Russia. The loss on disposal in
Russia relates to the sale of Toyota and Audi retail operations in St. Petersburg. The reported loss includes a loss of £108.0m
relating to the recycling of cumulative exchange differences previously recognised in other comprehensive income, as
required under IFRS. The disposal of retail sites in the UK and Belgium & Luxembourg have also been reported as exceptional
items as they form part of the Group-wide disposal of retail operations referred to above.
In 2020, due to the impact of Covid-19 on the Group’s operations a review of the Group’s cost base was initiated to identify
savings and plan longer-term changes to the way in which the Group operates. A proposal was approved by the Board for
a planned restructuring activity under which the Group incurred restructuring costs of £28.4m during 2020. These costs were
principally in relation to redundancy, consultancy and occupancy costs. In 2021, a further £13.3m of restructuring costs have
been recognised, mainly in relation to Group-wide transformation projects impacting both Finance and IT, encompassing
the potential for sharing back-office services and review of organisational structures and costs. These costs have been
reported as exceptional costs in line with the Group’s policy to report significant Group-wide restructuring impacting
multiple geographies and functions as an exceptional item.
In 2021, the Group started to migrate the Group’s existing ERP applications to a cloud-based solution. This was a strategic
decision to consolidate and upgrade the systems, improve speed and performance and facilitate centralised support
following the transformation of the Information Technology organisational structure. The new solution has been determined
to be Software as a Service (see Accounting Policies) and therefore the existing software assets no longer fall to be treated
as an asset under IAS 38 once the migration to the new solution has occurred. Consequently, the useful life of the existing
assets has been reassessed and the impact has been accounted for prospectively as a change in an estimate. This change
resulted in a significant increase in the amortisation recognised for software costs. Accordingly, the incremental
amortisation of £20.1m has been disclosed as an exceptional item in accordance with the Group’s policy.
During the year exceptional operating costs of £3.4m have been incurred in connection with the acquisition and
integration of businesses.
In 2020, due to Covid-19 and the temporary closure of operations across the Group’s many markets, impairment
assessments were carried out using cash flow forecasts updated for latest available market data and estimates of fair value
less costs of disposal. As a result of these reviews, the Group recognised goodwill impairment charges of £80.2m and £11.1m
in the UK and Australia respectively. Additionally, further impairment charges were recognised against the Americas – Suzuki
CGU of £6.2m and £31.2m against goodwill and distribution agreement assets respectively. Exceptional items also include
asset impairments and write-offs of £94.3m following an impairment review of certain site-based assets across the Group,
primarily in the UK, Australia and Russia.
In 2020, the Group also
• recognised additional inventory and other provisions of £11.9m, which were determined to be directly attributable
to the Covid-19 pandemic and therefore disclosed as an exceptional charge;
• continued to optimise its retail market portfolio and recognised an exceptional operating profit of £1.9m related
to the disposal of retail sites in the UK and Australia;
• incurred exceptional operating costs of £4.1m in connection with the acquisition and integration of businesses.
These primarily related to the Daimler businesses acquired in South America; and
• recognised exceptional other operating items of £8.4m including the recycling of a cumulative gain previously recorded
in OCI which arose due to the reorganisation of the ownership structure of the Group’s operations in the APAC region.
140
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
3 REVENUE AND EXPENSES
a. Revenue
An analysis of the Group’s revenue for the year is as follows:
Sale of goods
Provision of services
2021
£m
7,134.3
505.8
7,640.1
2020
£m
6,312.1
525.7
6,837.8
Sale of goods includes the sale of new and used vehicles and the sale of parts where they are sold directly to the customer.
Provision of services includes financial services, as well as labour and parts provided in servicing vehicles.
b. Analysis of net operating expenses
Net operating
expenses
before
exceptional
items
2021
£m
336.9
473.8
2.1
812.8
Exceptional
items
2021
£m
Net operating
expenses
2021
£m
–
33.9
67.3
101.2
336.9
507.7
69.4
914.0
Net operating
expenses
before
exceptional
items
2020
(restated)1
£m
375.0
348.6
1.7
725.3
Distribution costs
Administrative expenses
Other operating expenses /
(income)
1. See note 35.
c. Profit / (loss) before tax is stated after the following charges / (credits):
Depreciation of tangible fixed assets:
– Property, plant and equipment
– Interest in leased vehicles
– Right-of-use assets
Amortisation of intangible assets
Impairment of goodwill
(Reversal of impairment) / Impairment of distribution agreements
Impairment of other intangible assets
(Reversal of impairment) / Impairment of property, plant and equipment
Impairment of right-of-use assets
Impairment of assets held for sale
Impairment of trade receivables
(Profit) / loss on sale of property, plant and equipment
1. See note 35.
Exceptional
items
2020
£m
–
255.8
(10.3)
245.5
2021
£m
30.0
2.5
49.9
33.0
12.9
(12.9)
0.2
(1.9)
1.1
1.5
2.6
(4.8)
Net operating
expenses
2020
(restated)1
£m
375.0
604.4
(8.6)
970.8
2020
(restated)1
£m
35.9
4.1
54.2
14.6
97.5
31.2
17.8
42.7
33.3
–
2.8
0.9
Profit on the sale of property, plant and equipment in 2021 mainly relates to the sale of surplus assets in the UK and APAC
(2020 – loss on sale of property, plant and equipment of surplus assets in South America and the UK).
The Group has benefited from reduced tax regimes in 2021 in Singapore, the amounts received in the year were £0.7m.
In 2020, broader government Covid-19 support measures were available to the Group. The amounts received were £30.8m,
predominantly from the UK, Australia and Singapore governments. The Group did not benefit from the business rates holiday
for the retail sector in the UK (2020: £2.6m).
The Group has not made use of government-backed tax deferral schemes, resulting in a benefit to net cash generated
from operating activities of £nil (2020: £7.4m).
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
141
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
3 REVENUE AND EXPENSES CONTINUED
d. Auditor’s remuneration
During the year the Group (including its overseas subsidiaries) obtained the following services from the Group’s auditor
at costs as detailed below:
Audit services:
Fees payable to the Company’s auditor and its associates for the audit of the parent
company and the consolidated financial statements
Fees payable to the Company’s auditor and its associates for other services:
– The audit of the Company’s subsidiaries
– Audit related assurance services
– All other services
Total fees payable to the Company’s auditor
Audit fees – firms other than the Company’s auditor
e. Staff costs
Wages and salaries
Social security costs
Other pension costs
Share-based payment charge
2021
£m
2020
£m
0.7
2.9
0.1
0.1
3.8
0.1
2021
£m
468.2
42.1
16.6
8.4
535.3
0.6
3.1
0.3
0.1
4.1
0.1
2020
£m
443.7
41.6
24.3
3.3
512.9
Other pension costs correspond to the current service charge and past service cost in relation to defined benefit schemes
and contributions to the defined contribution schemes (see note 5).
Information on Directors’ emoluments and interests which forms part of these audited consolidated financial statements
is given in the Directors’ Report on Remuneration which can be found on pages 84 to 103 of this document. Information
on compensation of key management personnel is set out in note 32b.
f. Average monthly number of employees
Distribution
Retail
Total
2021
Number
2020
Number
2021
Number
2020
Number
2021
Number
2020
Number
APAC
UK & Europe
Americas & Africa
Total operational
Central & Digital
3,343
1,480
3,691
8,514
3,417
1,636
3,493
8,546
–
5,623
–
5,623
47
7,161
–
7,208
3,343
7,103
3,691
14,137
290
14,427
3,464
8,797
3,493
15,754
161
15,915
142
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
4 SHARE-BASED PAYMENTS
The terms and conditions of the Group’s share-based payment plans are detailed in the Directors’ Report on Remuneration.
The charge arising from awards granted under share-based payment plans was £8.4m (2020 – £3.3m), all of which was
equity-settled.
The Other Share Plan’s disclosures below include other share-based incentive plans for senior executives and employees.
The following table sets out the movements in the number of share options and awards during the year:
2021
Outstanding at 1 January
Granted
Exercised
Lapsed
Outstanding at 31 December
Exercisable at 31 December
2020
Outstanding at 1 January
Granted
Exercised
Lapsed
Outstanding at 31 December
Exercisable at 31 December
Weighted
average
exercise price*
Performance
Share Plan
Executive
Share
Option Plan
£4.31
5,384,155
£7.31
£5.38
1,656,719
(522,594)
£4.58
(1,551,230)
£4.53
£5.52
4,967,050
76,405
–
–
–
–
–
–
Save As You
Earn Plan
Other
Share Plans
2,784,768
977,123
346,367
459,655
(349,320)
(145,891)
(712,923)
(160,004)
2,068,892
1,130,883
38,901
4,221
Weighted
average
exercise price*
£5.11
£3.77
£5.39
£5.02
£4.31
£6.66
Performance
Share Plan
4,886,187
2,342,210
Executive
Share
Option Plan
Save As You
Earn Plan
Other
Share Plans
3,226
2,368,907
–
1,757,394
960,156
575,199
(167,162)
(357,861)
(3,224)
(50,589)
(1,486,381)
5,384,155
256,048
(2)
–
–
(1,290,944)
(391,070)
2,784,768
124,733
977,123
34,292
* The weighted average exercise price excludes nil cost awards made under the Performance Share Plan and Other Share Plans.
The weighted average remaining contractual life for the awards outstanding at 31 December 2021 is 2.3 years (2020 –
2.5 years).
The range of exercise prices for options outstanding at the end of the year was £3.77 to £7.31 (2020 – £3.77 to £6.66). See
note 25 for further details.
The fair value of options granted under the Save As You Earn Plan and Other Share Plans is estimated as at the date of
grant using a Black-Scholes option pricing model, taking into account the terms and conditions upon which the options
were granted. The fair value of nil cost awards granted under the Performance Share Plan and Other Share Plans is the
market value of the related shares at the time of grant. The following table lists the main inputs to the model for awards
granted during the years ended 31 December 2021 and 31 December 2020:
Performance Share Plan
Save As You Earn Plan
Other Share Plans
2021
2020
2021
2020
2021
2020
Weighted average share price
at grant date
Weighted average share price
at date of exercise
Weighted average exercise price*
£7.93
£7.78
n/a
£5.14
£8.35
£4.84
n/a
£8.18
£7.31
£4.46
£6.66
£3.77
£8.24
£5.71
£8.53
n/a
£4.88
n/a
Vesting period
Expected volatility
3.0 years
3.0 years
3.0 years
3.0 years
2.5 years
2.8 years
n/a
n/a
31.4%
31.4%
n/a
n/a
Expected life of award
3.0 years
3.0 years
3.2 years
3.2 years
2.5 years
2.8 years
Weighted average risk-free rate
Expected dividend yield
Weighted average fair value
per option
n/a
n/a
n/a
n/a
1.0%
3.8%
1.0%
3.8%
n/a
n/a
n/a
n/a
£7.93
£5.14
£2.15
£0.91
£8.24
£5.71
* The weighted average exercise price excludes nil cost awards made under the Performance Share Plan and Other Share Plans.
No options were granted under the Executive Share Option Plan in 2021 or 2020.
The expected life and volatility of the options are based upon historical data.
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
143
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
5 PENSIONS AND OTHER POST-RETIREMENT BENEFITS
The Group operates a number of pension and post-retirement benefit schemes for its employees in a number of its
businesses, primarily in the UK.
a. UK schemes: benefits, governance, cash flow obligations and investments
The Inchcape Motors Pension Scheme (‘IMPS’) in the UK is the Group’s main defined benefit pension scheme. It is comprised
of the Group, Motors, Normand and Cash+ sections. The Group, Motors and Normand sections provide benefits linked to
the final salary of members, are closed to new members and largely closed to future benefit accrual.
The Cash+ section is a defined benefit cash balance scheme. Following a consultation process with relevant employees
this section closed to future benefit accrual on 31 December 2020. From 1 January 2021 UK employees were offered
membership of the Inchcape Retirement Savings Plan, a defined contribution workplace personal pension scheme,
which is designed to comply with auto enrolment legislation.
The Group also operates the Inchcape Overseas Pension Scheme which is non-UK registered.
Benefit structure
Final salary schemes provide benefits to members in the form of a guaranteed level of pension payable for life. The level
of benefits provided depends on final salary at retirement (or leaving date, if earlier) and length of service. The Group bears
risks in relation to its final salary schemes, notably relating to investment performance, interest rates, inflation and members’
life expectancies. There is potential for these risks to harm the funding position of the schemes. If the schemes were to be
in deficit then additional contributions may be required from the Group. A number of exercises have been undertaken to
mitigate these key funding risks.
Cash balance schemes like Cash+ allow members to accrue a percentage of their earnings each year, which then grows
to provide a lump sum payment on retirement. Members have accrued benefits under this scheme with effect from
1 January 2013 up to 31 December 2020. The Group underwrites the investment and interest rate risk to normal retirement
age (65). Inflation and mortality risks associated with benefits are borne solely by the members.
Defined contribution schemes like the Inchcape Retirement Savings Plan, which commenced on 1 January 2021, see
members’ individual accounts credited with employee and employer contributions which are then invested to provide
a pension pot on retirement. The Group does not underwrite investment, or other risks for this plan.
Governance
Our UK schemes are registered with HM Revenue and Customs (“HMRC”) and comply fully with the regulatory framework
published by the UK Pensions Regulator.
IMPS is established under trust law and has a trustee board that runs the scheme in accordance with the Trust Deed and
Rules and relevant legislation. The trustee board comprises an independent sole trustee company appointed by the Group.
As part of good governance, the Group reviewed the provision of trustee services to IMPS and after a formal tender process
it was decided to move to a Sole Trustee model from June 2021. The Trustee is required to act in the best interest of the
members and have responsibility for the scheme’s governance. The Trustee consults with the Group over decisions relating
to matters such as funding and investments.
The Inchcape Retirement Savings Plan (a workplace personal pension scheme) has an external pension provider with its
own governance committee.
The Group also has some minor unfunded arrangements relating to post-retirement health and medical plans in respect
of past employees.
144
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
5 PENSIONS AND OTHER POST-RETIREMENT BENEFITS CONTINUED
Scheme specific cash obligation/investment detail
Inchcape Motors Pension Scheme
Group, Motors and Normand sections (closed sections)
The Group considers two measures of the pension deficit. The accounting position is shown on the Group balance sheet.
The funding position, calculated at the triennial actuarial valuation, is used to agree contributions made to IMPS. The
Trustee has finalised the latest actuarial valuations as at 5 April 2019 for the four sections of IMPS. As part of the valuation
process the Trustee and Group have agreed future levels of contributions required to be made by the Group to IMPS.
The last completed actuarial valuations for the Group, Motors and Normand sections were carried out at 5 April 2019
on a market-related basis and determined in accordance with the advice of the Scheme Actuary based on the defined
accrued benefit method. The actuarial valuation determined that the duration of the liabilities was approximately 17 years
and that an aggregate deficit of £18.3m existed . The Group currently contributes £0.6m p.a. towards the administrative
costs of running these sections. For the Normand section, the Group also currently pays deficit reduction contributions
of £1.2m p.a., rising by 3.0% p.a. up until 5 April 2025 (at which point the funding shortfall is expected to be eliminated).
During 2021, the Trustee, after taking expert advice and consulting with the Group, partially de-risked the investment
strategy on the Group and Motors section by selling certain growth assets with the proceeds being used to increase the
matching assets. Each section’s investment strategy sees it holding a proportion of its assets in matching assets (broadly
84% for the Group section, 60% for the Motors section and 46% for the Normand section) with the remainder in growth assets.
The matching assets are invested in a liability-driven investment solution complemented with absolute return bonds. They
are expected to hedge inflation and interest rate risk in a capitally efficient manner. The growth assets are invested in assets
that are expected to grow at rates significantly faster than each section’s liabilities and include equities, diversified growth
funds and property.
Cash+ section (closed section)
This scheme is a defined benefit scheme under which members accrued benefits up until 31 December 2020. The latest
actuarial valuation was carried out at 5 April 2019 on a market-related basis and determined in accordance with the
advice of the Scheme Actuary based on the projected unit method. The valuation showed a funding deficit of £17.6m, with
the Trustee expecting the shortfall to be removed by deficit recovery contributions and returns on the assets held. Under
the agreed Schedule of Contributions the Group will contribute approximately £2.8m p.a. in deficit recovery contributions
up until 5 April 2028 (at which point the funding shortfall is expected to be eliminated) and £0.2m p.a. towards the
administrative costs of running the scheme.
The investment strategy is to be 60% invested in diversified growth funds which are designed to grow at a rate significantly
faster than the liabilities, whilst spreading investment risk across a broad spectrum of asset classes. The remaining 40% is
split equally between multi-factor equities and emerging market multi-asset funds.
Inchcape Overseas Pension Scheme (closed section)
This scheme is managed from Guernsey and is subject to regulations similar to the UK. It is therefore reported under the
United Kingdom in this note. The latest triennial actuarial valuation for this scheme was carried out at 31 March 2018 and
determined in accordance with the advice of the Scheme Actuary based on the projected unit credit method. The
actuarial valuation determined that the duration of the liabilities was approximately 12 years and that the scheme was
approximately 77% funded on a prudent funding basis. To make good the funding deficit of £16.2m, it has been agreed
that deficit contributions of £1.5m p.a. will be paid by means of an annual lump sum for 10 years, ending with the payment
due in July 2029. The first payment at this new level was paid on 1 July 2020. Additional contributions in respect of expenses
of £0.2m per annum will also be made. The 31 March 2021 triennial actuarial valuation is currently ongoing.
b. Overseas schemes
There are a number of smaller defined benefit schemes overseas, the most significant being the Inchcape Motors Limited
Retirement Scheme in Hong Kong. In general, these schemes offer a lump sum on retirement with no further obligation to
the employee and assets are held in trust in separately administered funds. These schemes are typically subject to triennial
valuations. The overseas defined contribution schemes are principally linked to local statutory arrangements.
c. Defined contribution plans
The total expense recognised in the consolidated income statement is £14.5m (2020 – £5.9m). There are no outstanding
contributions at 31 December 2021 (2020 – nil).
d. Defined benefit plans
As the Group’s principal defined benefit schemes are in the UK, these have been reported separately from the overseas
schemes. For the purposes of reporting, actuarial updates have been obtained for the Group’s material schemes and these
updates are reflected in the amounts reported in the following tables.
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
145
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
5 PENSIONS AND OTHER POST-RETIREMENT BENEFITS CONTINUED
The principal weighted average assumptions used by the actuaries were:
Rate of increase in salaries
Rate of increase in pensions
Discount rate
Rate of inflation:
– Retail price index
– Consumer price index
– Medical inflation
United Kingdom
2021
%
n/a
3.2
1.8
3.4
2.5
6.0
2020
%
3.0
2.9
1.3
3.0
1.8
6.0
Overseas
2021
%
3.5
1.8
1.3
1.6
n/a
n/a
2020
%
3.5
1.6
0.6
1.5
n/a
n/a
Assumptions regarding future mortality experience are set based on published statistics and experience. For the UK
schemes, the average life expectancy of a pensioner retiring at age 65 is 22.6 years (2020 – 22.5 years) for current pensioners
and 23.9 years (2020 – 23.9 years) for current non pensioners. Most of the overseas schemes only offer a lump sum on
retirement and therefore mortality assumptions are not applicable.
The asset/(liability) recognised in the consolidated statement of financial position is determined as follows:
Total
2021
£m
2020
£m
(935.1)
1,018.6
(991.0)
1,013.0
Present value of funded
obligations
Fair value of plan assets
Net surplus/(deficit) in funded
obligations
Present value of unfunded
obligations
The net pension asset is analysed
as follows:
Schemes in surplus
Schemes in deficit
United Kingdom
Overseas
2021
£m
(898.0)
980.5
82.5
(0.5)
82.0
133.1
(51.1)
82.0
2020
£m
(949.7)
971.8
22.1
(0.5)
21.6
99.9
(78.3)
21.6
2021
£m
(37.1)
38.1
1.0
(0.8)
0.2
2.2
(2.0)
0.2
2020
£m
(41.3)
41.2
(0.1)
(1.9)
(2.0)
1.1
(3.1)
(2.0)
83.5
(1.3)
82.2
135.3
(53.1)
82.2
The amounts recognised in the consolidated income statement are as follows:
Current service cost
Past service cost
Scheme expenses
Interest expense on plan liabilities
Interest income on plan assets
United Kingdom
Overseas
Total
2021
£m
–
–
(1.5)
(12.2)
12.5
(1.2)
2020
£m
(17.1)
(0.4)
(1.4)
(16.6)
17.1
(18.4)
2021
£m
(2.1)
–
–
(0.2)
0.2
(2.1)
2020
£m
(0.9)
–
–
(0.6)
0.5
(1.0)
2021
£m
(2.1)
–
(1.5)
(12.4)
12.7
(3.3)
146
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
22.0
(2.4)
19.6
101.0
(81.4)
19.6
2020
£m
(18.0)
(0.4)
(1.4)
(17.2)
17.6
(19.4)
5 PENSIONS AND OTHER POST-RETIREMENT BENEFITS CONTINUED
The amounts recognised in the consolidated statement of comprehensive income are as follows:
Actuarial gains/(losses)
on liabilities:
– Experience (losses)/gains
– Changes in demographic
assumptions
– Changes in financial
assumptions
Actuarial gains on assets:
– Experience gains
United Kingdom
2021
£m
(3.7)
(6.5)
2020
£m
(4.1)
27.2
38.6
(100.1)
26.7
55.1
88.8
11.8
Overseas
2021
£m
0.7
–
1.7
0.7
3.1
2020
£m
0.5
–
Total
2021
£m
(3.0)
(6.5)
2020
£m
(3.6)
27.2
(2.0)
40.3
(102.1)
4.5
3.0
27.4
58.2
93.3
14.8
Analysis of the movement in the net asset/(liability):
At 1 January
Amount recognised in the
consolidated income statement
Contributions by employer
Actuarial gains recognised
in the year
Effect of foreign exchange rates
At 31 December
United Kingdom
Overseas
Total
2021
£m
21.6
(1.2)
6.5
55.1
–
82.0
2020
£m
14.3
(18.4)
13.9
11.8
–
21.6
2021
£m
(2.0)
(2.1)
1.1
3.1
0.1
0.2
2020
£m
(4.8)
(1.0)
1.0
3.0
(0.2)
(2.0)
2021
£m
19.6
(3.3)
7.6
58.2
0.1
82.2
Changes in the present value of the defined benefit obligation are as follows:
United Kingdom
Overseas
Total
At 1 January
Current service cost
Past service cost
2021
£m
(950.2)
–
–
Interest expense on plan liabilities
(12.2)
Actuarial gains/(losses):
– Experience (losses)/gains
– Changes in demographic
assumptions
– Changes in financial
assumptions
Contributions by employees
Benefits paid
Plan settlements
Effect of foreign exchange
rate changes
(3.7)
(6.5)
38.6
–
35.5
–
–
2020
£m
(873.3)
(17.1)
(0.4)
(16.6)
(4.1)
27.2
(100.1)
(0.3)
34.5
–
–
2021
£m
(43.2)
(2.1)
–
(0.2)
0.7
–
1.7
–
4.8
0.3
0.1
2020
£m
(47.8)
(0.9)
–
(0.6)
0.5
–
(2.0)
–
5.8
1.1
0.7
2021
£m
(993.4)
(2.1)
–
(12.4)
(3.0)
(6.5)
40.3
–
40.3
0.3
0.1
At 31 December
(898.5)
(950.2)
(37.9)
(43.2)
(936.4)
2020
£m
9.5
(19.4)
14.9
14.8
(0.2)
19.6
2020
£m
(921.1)
(18.0)
(0.4)
(17.2)
(3.6)
27.2
(102.1)
(0.3)
40.3
1.1
0.7
(993.4)
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
147
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
5 PENSIONS AND OTHER POST-RETIREMENT BENEFITS CONTINUED
Changes in the fair value of the defined benefit asset are as follows:
United Kingdom
Overseas
At 1 January
Interest income on plan assets
Scheme expenses
Actuarial gains:
– Experience gains
Contributions by employer
Contributions by employees
Benefits paid
Plan settlements
Effect of foreign exchange
rate changes
2021
£m
971.8
12.5
(1.5)
26.7
6.5
–
2020
£m
887.6
17.1
(1.4)
88.8
13.9
0.3
(35.5)
(34.5)
–
–
–
–
At 31 December
980.5
971.8
2021
£m
41.2
0.2
–
0.7
1.1
–
(4.8)
(0.3)
–
38.1
2020
£m
43.0
0.5
–
4.5
1.0
–
(5.8)
(1.1)
(0.9)
41.2
Total
2021
£m
1,013.0
12.7
(1.5)
27.4
7.6
–
(40.3)
(0.3)
2020
£m
930.6
17.6
(1.4)
93.3
14.9
0.3
(40.3)
(1.1)
–
1,018.6
(0.9)
1,013.0
At the end of the reporting period, the percentages of the plan assets by category were as follows:
Equities (quoted)
Equities (unquoted)
Corporate bonds (quoted)
Investment funds (quoted)
Government bonds
Investment funds (unquoted)
Other (quoted)
Other (unquoted)
United Kingdom
Overseas
Total
2021
1.9%
–
–
–
–
63.1%
–
35.0%
100%
2020
6.1%
–
–
–
–
58.1%
–
35.8%
100%
2021
52.5%
–
39.6%
–
0.3%
–
6.0%
1.6%
100%
2020
49.8%
–
40.8%
–
1.0%
–
2.2%
6.2%
100%
2021
3.8%
–
1.5%
–
–
60.8%
0.2%
33.7%
100%
2020
7.9%
–
1.7%
–
–
55.7%
0.1%
34.6%
100%
The investments shown as quoted equities and bonds are held through funds where the underlying investments of the fund
are quoted. Investment funds and other assets include equities, bonds, property, derivatives and liability driven investments.
Virtually all the equities and bonds held within the investment funds have prices in active markets. Derivatives, property
and liability driven investments can be classified as level 2 instruments.
The schemes had no directly held employer related investment during the reporting period. The schemes’ investment
managers may potentially hold a small investment in Inchcape plc either through index weightings or stock selection
(less than 0.5% of their respective fund values).
148
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
5 PENSIONS AND OTHER POST-RETIREMENT BENEFITS CONTINUED
The following disclosures relate to the Group’s defined benefit plans only.
e. Risk management
Asset volatility
Scheme liabilities are calculated on a discounted basis using a discount rate which is set with reference to corporate
bond yields. If scheme assets underperform this yield, then this will create a deficit. The combined schemes hold assets as
defensive assets (liability driven investment solutions, absolute return bonds and annuity policies) which mitigate significant
changes in yields, and active monitoring plans are in place to identify opportunities to increase the proportion of such
assets further when economically possible.
As the schemes mature, the Trustee reduces investment risk by increasing the allocation to defensive assets, which are
designed to better match scheme liabilities. However, the Trustee believes that due to the long-term nature of the scheme
liabilities, a level of continuing growth asset investment is an appropriate element of the long-term investment strategy.
Inflation risk
The majority of the Group’s defined benefit obligations are linked to inflation. Higher inflation will lead to higher liabilities,
although in the majority of cases there are caps on the level of inflationary increases to be applied to pension obligations.
The Group’s investment strategy across the schemes is to mitigate inflation risk through holding inflation-linked assets.
Life expectancy
Where relevant, the plans’ obligations are to provide a pension for the life of the member, so realised increases in life
expectancy will result in an increase in the plans’ benefit payments. Future mortality rates cannot be predicted with
certainty. All of the schemes conduct scheme-specific mortality investigations annually, to ensure the Group has a clear
understanding of any potential increase in liability due to pensioners living for longer than assumed.
f. Sensitivity analysis
The disclosures above are dependent on the assumptions used. The table below demonstrates the sensitivity of the defined
benefit obligation to changes in the assumptions used for the UK schemes. Changes in assumptions have an immaterial
effect on the overseas schemes.
Impact on the defined benefit obligation
Discount rate -0.25% (2020 – -0.5%)
Discount rate +0.25% (2020 – +0.5%)
RPI Inflation -0.25%
RPI Inflation +0.25%
CPI Inflation -0.25%
CPI Inflation +0.25%
Life expectancy + 1 year
United Kingdom
2021
£m
+38.5
-35.9
-12.0
+9.8
-10.5
+10.3
+46.9
2020
£m
+87.5
-77.1
-12.1
+12.6
-10.4
+11.0
+43.0
The above analysis is based on a change in an assumption while holding all other assumptions constant. In practice,
this is unlikely to occur, and changes in some of the assumptions may be correlated. The above variances have been
used as they are believed to be reasonably possible fluctuations.
g. Expected future cash flows
The Group paid approximately £6.5m to its UK defined benefit plans in 2021 under the prevailing Schedules of Contributions
(following the 5 April 2019 actuarial valuations for the Motors, Group, Cash+ and Normand sections of the Inchcape Motors
Pension Scheme and 31 March 2018 valuation for the Inchcape Overseas Pension Scheme). From 1 January 2021 (following
the closure of the Cash+ section to future benefit accrual on 31 December 2020) the Group pays ongoing employer
pension contributions into the Inchcape Retirement Savings Plan (a defined contribution plan).
The defined benefit obligations are based on the current value of expected benefit payment cash flows to members over
the next several decades. The average duration of the liabilities is approximately 17 years for the UK schemes.
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
149
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
6 FINANCE INCOME
Bank and other interest receivable
Net interest income on post-retirement plan assets and liabilities
Sub-lease finance income
Other finance income
Total finance income
7 FINANCE COSTS
Interest payable on bank borrowings
Interest payable on Private Placement
Finance costs on lease liabilities
Stock holding interest (see note 21)
Other finance costs
Total finance costs
2021
£m
11.5
0.3
0.6
0.1
12.5
2021
£m
7.8
6.3
10.6
14.1
5.8
44.6
2020
£m
11.6
0.4
0.5
1.9
14.4
2020
£m
6.5
6.6
13.9
18.5
5.5
51.0
The Group capitalisation rate used for general borrowing costs in accordance with IAS 23 was a weighted average rate for
the year of 2.0% (2020 – 2.0%).
8 TAX
Current tax:
– UK corporation tax
– Overseas tax
Adjustments to prior year liabilities:
– UK
– Overseas
Current tax
Deferred tax (see note 17)
Total tax charge
The total tax charge is analysed as follows:
– Tax charge on profit before exceptional items
– Tax charge/(credit) on exceptional items
Total tax charge
1. See note 35.
2021
£m
0.1
83.0
83.1
–
(4.8)
78.3
(5.4)
72.9
71.6
1.3
72.9
2020
(restated)!
£m
(0.7)
47.9
47.2
(4.8)
(2.7)
39.7
(30.2)
9.5
33.7
(24.2)
9.5
Details of the exceptional items for the year can be found in note 2. Not all of the exceptional items will be taxable/
allowable for tax purposes. Therefore, the tax charge on exceptional items represents the total of the current and deferred
tax on only those elements that are assessed as taxable/allowable.
Factors affecting the tax expense for the year
The effective tax rate for the year after exceptional items is 37.4% (2020 – -7.3% restated). The effective tax rate before the
impact of exceptional items is 24.2% (2020 – 26.4% restated). The weighted average tax rate is 25.4% (2020 – 25.8% restated).
The weighted average tax rate comprises the average statutory rates across the Group, weighted in proportion to
accounting profits and losses.
During the period, there was a net loss generated by the legal entities within the UK tax group. Given current forecasts,
no net deferred tax asset is recognised for the losses within the UK and this results in a higher overall tax expense than
expected.
In addition, tax audits in several overseas markets were successfully closed and so provisions in respect of these audits have
been released to offset the final assessed tax. The net result is a credit to the current tax charge, thus reducing the tax
expense for the period.
150
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
8 TAX CONTINUED
The table below explains the differences between the expected tax expense at the weighted average tax rate and the
Group’s total tax expense.
Profit/(loss) before tax
Profit/(loss) before tax multiplied by the weighted average tax rate of 25.4% (2020 – 25.8%)
– Permanent differences
– Non-taxable income
– Prior year items
– Derecognition/(recognition) of deferred tax assets
– Tax audits and settlements
– Taxes on undistributed earnings
– Other items (including tax rate differentials and changes)
– Goodwill impairment (see note 11)
– Acquisition and disposals of businesses
– Other asset write-offs and impairment (see notes 11, 12 and 13)
Total tax charge
1. See note 35.
2021
£m
194.8
49.5
9.0
(3.0)
(0.8)
7.9
(3.3)
1.6
(0.6)
3.8
8.9
(0.1)
2020
(restated)!
£m
(129.6)
(33.4)
8.1
(2.4)
(5.1)
27.6
(4.8)
1.6
(0.6)
20.5
(1.8)
(0.2)
72.9
9.5
Factors affecting the tax expense of future years
The Group’s future tax expense, and effective tax rate, could be affected by several factors including; the resolution of
audits and disputes, changes in tax laws or tax rates, the ability to utilise brought forward losses and business acquisitions
and disposals. In addition, a change in profit mix between low and high taxed jurisdictions will impact the Group’s future tax
expense.
The utilisation of brought forward tax losses or the recognition of deferred tax assets associated with such losses may also
give rise to tax charges or credits. The recognition of deferred tax assets, particularly in respect of tax losses, is based upon
an assessment of whether it is probable that there will be sufficient and suitable taxable profits in the relevant legal entity or
tax group against which to utilise the assets in the future. Judgement is required when determining probable future taxable
profits. In the event that actual taxable profits are different to those forecast, the Group’s future tax expense and effective
tax rate could be affected. Information about the Group’s tax losses and deferred tax assets can be found in note 17.
The Group has published its approach to tax on www.inchcape.com covering its tax strategy and governance framework.
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
151
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
9 EARNINGS PER SHARE
Profit/(loss) for the year
Non-controlling interests
Basic earnings/(loss)
Exceptional items
Adjusted earnings
Basic earnings/(loss) per share
Diluted earnings/(loss) per share
Basic Adjusted earnings per share
Diluted Adjusted earnings per share
2021
£m
121.9
(4.9)
117.0
102.5
219.5
30.0p
29.6p
56.2p
55.6p
2020
(restated)!
£m
(139.1)
(2.9)
(142.0)
232.9
90.9
(36.0)p
(36.0)p
23.1p
22.9p
2021
number
2020
number
Weighted average number of fully paid ordinary shares in issue during the year
391,136,363
394,448,982
Weighted average number of fully paid ordinary shares in issue during the year:
– Held by the Inchcape Employee Trust
(553,006)
(535,394)
Weighted average number of fully paid ordinary shares for the purposes of basic EPS
390,583,357
393,913,588
Dilutive effect of potential ordinary shares
4,506,362
2,616,104
Adjusted weighted average number of fully paid ordinary shares in issue during the year for
the purposes of diluted EPS
395,089,719
396,529,692
1. See note 35.
Basic earnings/(loss) per share is calculated by dividing the Basic earnings/(loss) for the year by the weighted average
number of fully paid ordinary shares in issue during the year, less those shares held by the Inchcape Employee Trust and
repurchased as part of the share buyback programme.
Diluted earnings/(loss) per share is calculated on the same basis as Basic earnings/(loss) per share with a further adjustment
to the weighted average number of fully paid ordinary shares to reflect the effect of all dilutive potential ordinary shares.
Dilutive potential ordinary shares comprise share options and other share-based awards.
Basic Adjusted earnings (which excludes exceptional items) is adopted to assist the reader in providing an additional
performance measure of the Group. Basic Adjusted earnings per share is calculated by dividing the Adjusted earnings
for the year by the weighted average number of fully paid ordinary shares in issue during the year, less those shares held
by the Inchcape Employee Trust and repurchased as part of the share buyback programme.
Diluted Adjusted earnings per share is calculated on the same basis as the Basic Adjusted earnings per share with a further
adjustment to the weighted average number of fully paid ordinary shares to reflect the effect of all dilutive potential
ordinary shares. Dilutive potential ordinary shares comprise share options and other share-based awards.
Information presented for diluted and diluted adjusted earnings per ordinary share uses the weighted average number
of shares as adjusted for potentially dilutive ordinary shares as the denominator, unless it has the effect of increasing the
profit or decreasing the loss attributable to each share.
10 DIVIDENDS
The following dividends were paid by the Group:
Interim dividend for the six months ended 30 June 2021 of 6.4p per share
(30 June 2020 of nil per share)
Final dividend for the year ended 31 December 2020 of 6.9p per share
(31 December 2019 of nil per share)
2021
£m
25.1
27.1
52.2
2020
£m
–
–
–
A final proposed dividend for the year ended 31 December 2021 of 16.1p per share is subject to approval by shareholders at
the Annual General Meeting and has not been included as a liability as at 31 December 2021.
The Group has sufficient distributable reserves to pay dividends to its ultimate shareholders. Distributable reserves are
calculated on an individual legal entity basis and the ultimate parent company, Inchcape plc, currently has adequate
levels of realised profits within its retained earnings to support dividend payments. At 31 December 2021, Inchcape plc’s
company-only distributable reserves were £308.4m. On an annual basis, the distributable reserve levels of the Group’s
subsidiary undertakings are reviewed and dividends paid up to Inchcape plc where it is appropriate to do so.
152
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
Effect of foreign exchange rate changes
At 31 December 2021
(12.5)
552.1
(24.2)
257.0
11 INTANGIBLE ASSETS
Cost
At 1 January 2020
Adjustment for IFRIC (“SaaS”)
At 1 January 2020 (restated)!
Businesses acquired
Additions
Disposals
Reclassifications
Reclassified to assets held for sale
Effect of foreign exchange rate changes
At 1 January 2021
Businesses acquired (see note 29)
Business sold
Additions
Disposals
Reclassifications
Retirements
Accumulated amortisation and impairment
At 1 January 2020
Adjustment for IFRIC (“SaaS”)
At 1 January 2020 (restated)1
Amortisation charge for the year
Impairment charge for the year
Disposals
Reclassifications
Reclassified to assets held for sale
Effect of foreign exchange rate changes
At 1 January 2021
Amortisation charge for the year (note 2)
Impairment (charge)/reversal for the year
Business sold
Disposals
Reclassifications
Retirements
Effect of foreign exchange rate changes
At 31 December 2021
Net book value at 31 December 2021
Net book value at 31 December 2020
1. See note 35.
Goodwill
£m
Distribution
agreements
£m
Computer
software
£m
594.1
–
594.1
1.2
–
–
–
–
(17.8)
577.5
17.7
(30.6)
–
–
–
–
261.1
–
261.1
14.2
–
–
–
–
2.1
277.4
3.8
–
–
–
–
–
(378.4)
–
(378.4)
–
(97.5)
–
–
–
17.4
–
–
–
–
(31.2)
–
–
–
0.4
(130.9)
5.0
(125.9)
(14.6)
(17.8)
1.4
(1.8)
0.3
1.7
(458.5)
(30.8)
(156.7)
–
(12.9)
30.6
–
–
–
5.0
(435.8)
116.3
119.0
–
12.9
–
–
–
–
(0.1)
(18.0)
239.0
246.6
(33.0)
(0.2)
4.1
2.4
0.4
2.2
3.0
232.0
(28.5)
203.5
(0.1)
14.9
(2.0)
1.9
(0.4)
(0.9)
216.9
1,071.8
–
(4.1)
15.8
(2.5)
(2.9)
(2.2)
(4.4)
21.5
(34.7)
15.8
(2.5)
(2.9)
(2.2)
(41.1)
216.6
1,025.7
Total
£m
1,087.2
(28.5)
1,058.7
15.3
14.9
(2.0)
1.9
(0.4)
(16.6)
(509.3)
5.0
(504.3)
(14.6)
(146.5)
1.4
(1.8)
0.3
19.5
(646.0)
(33.0)
(0.2)
34.7
2.4
0.4
2.2
7.9
(177.8)
(631.6)
38.8
60.2
394.1
425.8
Asset impairments total £0.2m (2020 – £146.5m which arose due to the impact of Covid-19 and subsequent temporary
closure of operations across the Group’s many markets are included within exceptional items in note 2). Further details
on the impairment of computer software are disclosed in note 12.
At 31 December 2021, assets under construction total £17.5m (2020 – £26.9m).
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
153
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
11 INTANGIBLE ASSETS CONTINUED
Goodwill and distribution agreements
Goodwill acquired in a business combination has been allocated to the cash generating units (CGUs) or group of CGUs
(hereafter collectively referred to as ‘CGU groups’) that are expected to benefit from the synergies associated with that
business combination.
Indefinite-life intangible assets, principally distribution agreements acquired in a business combination, are also allocated
to the CGUs or CGU groups that are expected to benefit from the cash flows associated with the relevant agreements.
These CGUs or CGU groups represent the lowest level within the Group at which the associated goodwill or indefinite-life
intangible asset is monitored for management purposes. The carrying amount of goodwill and indefinite-life intangible
assets has been allocated to CGU groups within the following reporting segments:
Reporting segment
CGU group
UK & Europe Distribution
Baltics – BMW
Americas & Africa
Distribution
APAC Distribution
Americas – Daimler
Americas – Hino/Subaru
Americas – Suzuki
Kenya
Singapore
Guam
Goodwill
2021
£m
Distribution
agreements
2021
£m
Total
2021
£m
Goodwill
2020
£m
Distribution
agreements
2020
£m
5.8
5.8
39.8
24.8
1.1
22.3
16.7
27.2
29.7
116.3
65.8
–
–
–
33.0
35.5
156.1
90.6
1.1
22.3
16.7
6.2
4.4
47.2
37.6
1.1
22.5
–
28.9
27.7
137.8
52.2
–
–
–
Total
2020
£m
35.1
32.1
185.0
89.8
1.1
22.5
–
116.3
239.0
355.3
119.0
246.6
365.6
In accordance with the Group’s accounting policy, goodwill and other indefinite-life intangible assets are tested at least
annually for impairment and whenever events or circumstances indicate that the carrying amount may not be
recoverable. Impairment tests were performed for all CGU groups during the year ended 31 December 2021.
The recoverable amounts of all CGU groups were determined based on the higher of the fair value less costs to sell and
value in use calculations. The recoverable amount is determined firstly through value in use calculations. Where this is
insufficient to cover the carrying value of the relevant asset being tested, fair value less costs to sell is also determined.
If the carrying amount of a CGU or CGU group exceeds its recoverable amount, an impairment loss is recognised and
allocated between the assets of the unit to reduce the carrying amount. This allocation is initially applied to any site-based
assets within a CGU based on the results of impairment testing performed over individual site CGUs and then to any
indefinite-life intangible assets. If a further impairment charge still remains, then to the carrying amount of any goodwill
allocated to the CGU or CGU group.
The value in use calculations mainly use cash flow projections based on five-year financial projections prepared by
management. The key assumptions for these projections are those relating to volumes, revenue, gross margins, overheads,
the level of working capital required to support trading and capital expenditure.
Forecast revenue is based on past experience and expectations for near-term growth in the relevant markets. Key
assumptions used to determine revenue are expectations of market size, represented by Total Industry Volume (“TIV”), Units
in Operation (“UIO”) and market share. Operating profits are forecast based on historical experience of gross and operating
margins, adjusted for the impact of changes to product mix and cost-saving initiatives that had been implemented at
the reporting date. Cash flows are forecast based on operating profit adjusted for the level of working capital required
to support trading and capital expenditure.
The assumptions used in the value in use calculations are based on past experience, recent trading and forecasts of
operational performance in the relevant markets including the impact of Covid-19 and the UK trading arrangements
with the European Union and expectations about continuing relationships with key brand partners. The calculations
also incorporate the expected impact of climate change. As set out on in the Task Force on Climate-Related Financial
Disclosures section (“TCFD”), commencing on page 40, several climate-related risks have been identified and assessed
as to their relevance and potential impact on the Group. Transition risks, as outlined by the TCFD, are considered to be
of greater risk in the medium to long-term, particularly in those markets where the Group acts as a distributor and the
potential future actions of an OEM partner are not aligned with that of the market.
An estimate of the impact of the transition to electric vehicles across our CGUs has been factored into the testing
performed. Using key data inputs available such as electric vehicle penetration forecasts and market maturity for such
vehicles in the markets in which we operate. These possible impacts are reflected in the impairment models through
adjustments to both market share and aftersales margin. Considering climate change is not expected to have a significant
impact on short-term forecasts, these adjustments have been applied to the outer years in the impairment models. Whilst at
this stage there is significant uncertainty regarding what the long-term impact of climate change initiatives may be on the
markets in which we operate, the forecasts reflect our best estimate.
154
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
11 INTANGIBLE ASSETS CONTINUED
For CGU groups in the Americas & Africa reporting segment, cash flows after the five-year period are extrapolated for
a further five years using declining growth rates which reduces the year five growth rate down to the long-term growth
rate appropriate for each CGU or CGU group, to better reflect the medium-term growth expectations for those markets.
A terminal value calculation is used to estimate the cash flows after year 10 using these long-term growth rates. For all other
markets, a terminal value calculation is used to estimate the cash flows after year five.
Cash flows are discounted back to present value using a discount rate specific to each CGU. The discount rates used are
calculated using the capital asset pricing model to derive a cost of equity which is then weighted with an estimated cost
of debt and lease liabilities based on an optimal market gearing structure. The Group uses several inputs to calculate a
range for each discount rate from which an absolute measure is determined for use in the value in use calculations.
Key inputs include benchmark risk free rates, inflation differentials, equity risk premium, country risk premium and a risk
adjustment (beta) calculated by reference to comparable companies with similar retail and distribution operations. Each
CGU’s weighted average cost of capital is then adjusted to reflect the impact of tax in order to calculate an equivalent
pre-tax discount rate.
Key assumptions used
Pre-tax discount rates and long-term discount rates used in the value in use calculations for each of the Group’s CGUs
are shown below:
Goodwill:
2021
UK Retail
Baltics
Pre-tax discount rate (%)
Long-term growth
rate (%)
–
–
6.9
2.1
Americas –
Daimler
Americas –
Hino/Subaru
Americas –
Suzuki
Kenya Singapore
Australia
Retail
Peugeot
Citroën
Australia
12.9
10.6
11.7
14.7
2.3
2.9
2.5
5.1
6.8
1.5
–
–
–
–
2020
UK Retail
Baltics
Americas –
Daimler
Americas –
Subaru/Hino
Americas –
Suzuki
Kenya
Singapore
Pre-tax discount rate (%)
Long-term growth
rate (%)
7.8
2.0
6.4
2.1
12.8
2.7
9.8
2.7
12.2
13.5
2.6
5.0
7.2
1.5
Australia
Retail
Peugeot
Citroën
Australia
10.3
10.3
2.0
2.0
Indefinite-life intangible assets:
2021
Pre-tax discount rate (%)
Long-term growth rate (%)
2020
Pre-tax discount rate (%)
Long-term growth rate (%)
Baltics –
BMW
Americas –
Daimler
Americas –
Hino
Americas –
Subaru
Americas –
Suzuki
6.9
2.1
12.9
2.3
11.9
3.1
11.0
3.1
11.7
2.5
Baltics –
BMW
Americas –
Daimler
Americas –
Hino
Americas –
Subaru
Americas –
Suzuki
6.3
2.1
12.8
2.7
12.1
2.9
9.7
2.7
12.2
2.6
Impairment
Americas – Suzuki
In 2020, the region was heavily affected by the impact of Covid-19, the resulting financial forecasts triggering an impairment
charge of £6.2m against goodwill and £31.2m against the Suzuki distribution agreement.
In 2021, trading momentum has been above management expectations with revenue tracking above 2020 levels and
profitability exceeding original projections as the region recovered from the pandemic. Based on the impairment
assessment carried out, forecast assumptions continue to expect the business to grow and improve its profitability over
the next five years. The forecasts applied in the model considered the historical performance achieved by the business,
the expected short-term impact of the semi-conductor chip shortage affecting the global automotive industry and the
potential impact of climate change on the market.
The impairment models for the Americas – Suzuki CGU have two contrasting outcomes. The assessment performed over
the Suzuki distribution agreement indicates an amount of headroom of £12.9m and therefore a partial reversal of the
charge taken in 2020 is required. Conversely, the goodwill model indicates a further impairment of goodwill is required of
£12.9m. This re-classification of impairment charges/reversals on the balance sheet is due to the forecast performance
of the Suzuki brand in the market relative to the other brands represented which form only a small component of the CGU.
The recoverable value of the CGU was determined based on value-in-use calculations, consistent with the approach used
as at 31 December 2020. Cash flows were discounted back to present value using a pre-tax discount rate of 11.7% (2020 –
12.2%) and resulted in the impairment of the goodwill balance of £12.9m and a partial reversal of the impairment of the
distribution agreement recognised in 2020 of £12.9m.
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
155
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
11 INTANGIBLE ASSETS CONTINUED
As at 31 December 2021, the recoverable amount of the CGU was £117.6m. The cash flows used within the impairment
models are based on assumptions which are sources of estimation uncertainty and small movements in these assumptions
could lead to a further impairment. Management have performed sensitivity analysis on the key assumptions in the
indefinite-life intangible asset impairment model using reasonably possible changes in these key assumptions.
Revenue CAGR (%)
Pre-tax discount rate (%)
Average gross margin (%)
Long-term growth rate (%)
Increase/
(decrease) in
assumption
Impairment
charge
£m
Impairment
credit
£m
(1.0%)/1.0%
1.0%/(1.0%)
(0.5%)/0.5%
(0.5%)/0.5%
(17.5)
(14.3)
(9.1)
(5.3)
20.3
18.6
9.1
7.1
Other CGUs
The Group’s value in use calculations are sensitive to a change in the key assumptions used. However, a reasonably
possible change in a key assumption will not cause a material impairment of goodwill or indefinite-life intangible assets
in any of the CGU groups.
Prior year impairments
UK Retail
In 2020, the UK Retail business was materially impacted by the Covid-19 pandemic with sites closed at the end of March
and only reopening again in June. The Group continued to reshape its Retail footprint through further disposals against
a backdrop of an uncertain outlook and forecasts for the business were updated for the goodwill impairment assessment
carried out in the period to 30 June 2020. The cash flows used for impairment testing were based on the latest short-term
forecasts for the business, covering a two-year period, and took into account historical performance and knowledge of the
current market, including the expected volume and gross margin impact from Covid-19. Cash flows beyond the forecast
initial period were extrapolated using externally sourced volume projections. Margin assumptions were largely aligned to
the prior year impairment exercise and our expectation of future performance, again supported by historical performance
and current market data available.
Cash flows were discounted back to present value using a pre-tax risk discount rate of 7.8%. The results of the impairment
review carried out indicated that the estimated recoverable value was now less than the carrying value of the assets
attributable to the UK Retail CGU group and an impairment charge of £80.2m was recognised, fully impairing the remaining
goodwill attributable to the UK Retail CGU group.
Australia Retail and Peugeot Citroën Australia
In 2020, the impact of Covid-19 on the Australian economy was severe and the country entered its first recession in 29 years
in the period. The Retail business, having undertaken significant restructuring through the disposal of selective Retail
operations that completed in February 2020, had expected to see an improvement in performance in 2020. The Peugeot
Citroën Distribution business was initially expected to deliver an improvement in performance in 2020 in light of recent
changes to operations within the country. However, the impact of Covid-19 materially affected both businesses, with a
decline in performance expected over the forecast period, due to a reduction in new car sales leading to a decline in the
car parc which, in turn, impacts higher margin aftersales.
The recoverable value of the two CGUs was determined based on value-in-use calculations. Cash flows were discounted
back to present value using a pre-tax discount rate of 10.3% and resulted in the full impairment of the goodwill balance
of £11.1m attributable to these two CGUs.
156
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
12 PROPERTY, PLANT AND EQUIPMENT
Cost
At 1 January 2020
Businesses acquired
Businesses sold
Additions
Disposals
Reclassifications
Transferred to/from inventory
Retirement of fully depreciated assets
Reclassified to assets held for sale
Effect of foreign exchange rate changes
At 1 January 2021
Businesses acquired (see note 29)
Businesses sold (see note 29)
Additions
Disposals
Reclassifications
Transferred to/from inventory
Retirement of fully depreciated assets
Reclassified to/from assets held for sale
Effect of foreign exchange rate changes
At 31 December 2021
Accumulated depreciation and impairment
At 1 January 2020
Businesses sold
Depreciation charge for the year
Impairment charge for the year
Disposals
Reclassifications
Transferred to/from inventory
Retirement of fully depreciated assets
Reclassified to assets held for sale
Effect of foreign exchange rate changes
At 1 January 2021
Businesses sold (see note 29)
Depreciation charge for the year
Impairment reversal for the year
Disposals
Reclassifications
Transferred to/from inventory
Retirement of fully depreciated assets
Reclassified to/from assets held for sale
Effect of foreign exchange rate changes
At 31 December 2021
Net book value at 31 December 2021
Net book value at 31 December 2020
Land and
buildings
£m
Plant,
machinery and
equipment
£m
763.2
0.3
(29.8)
13.9
(5.5)
(0.4)
–
–
(0.6)
(19.7)
721.4
–
(15.8)
24.9
(30.3)
–
–
(6.0)
(1.4)
(17.7)
675.1
(174.4)
0.6
(20.1)
(33.1)
2.4
–
–
–
–
3.1
265.1
(0.2)
(5.3)
13.6
(18.8)
(1.4)
4.4
(1.0)
(4.2)
(4.7)
247.5
0.5
(3.2)
24.5
(8.6)
2.9
(0.4)
(1.2)
(0.4)
(7.5)
254.1
(187.1)
1.8
(15.8)
(9.6)
14.3
1.7
(2.4)
1.0
3.5
2.8
(221.5)
(189.8)
4.7
(12.4)
1.9
11.5
–
–
6.0
(0.1)
5.6
1.7
(17.6)
–
8.1
(0.4)
0.2
1.2
–
4.8
Subtotal
£m
1,028.3
0.1
(35.1)
27.5
(24.3)
(1.8)
4.4
(1.0)
(4.8)
(24.4)
968.9
0.5
(19.0)
49.4
(38.9)
2.9
(0.4)
(7.2)
(1.8)
(25.2)
929.2
(361.5)
2.4
(35.9)
(42.7)
16.7
1.7
(2.4)
1.0
3.5
5.9
(411.3)
6.4
(30.0)
1.9
19.6
(0.4)
0.2
7.2
(0.1)
10.4
(204.3)
(191.8)
(396.1)
470.8
499.9
62.3
57.7
533.1
557.6
Interest
in leased
vehicles
£m
39.4
(0.1)
–
3.1
–
(0.1)
(22.7)
–
–
(0.2)
19.4
5.4
–
3.9
–
–
(6.6)
–
–
0.2
22.3
(11.1)
–
(4.1)
–
–
0.1
7.9
–
–
–
(7.2)
–
(2.5)
–
–
–
2.5
–
–
(0.2)
(7.4)
14.9
12.2
Total
£m
1,067.7
–
(35.1)
30.6
(24.3)
(1.9)
(18.3)
(1.0)
(4.8)
(24.6)
988.3
5.9
(19.0)
53.3
(38.9)
2.9
(7.0)
(7.2)
(1.8)
(25.0)
951.5
(372.6)
2.4
(40.0)
(42.7)
16.7
1.8
5.5
1.0
3.5
5.9
(418.5)
6.4
(32.5)
1.9
19.6
(0.4)
2.7
7.2
(0.1)
10.2
(403.5)
548.0
569.8
Included within the asset net impairment reversal of £1.9m is an impairment reversal of £2.9m and an impairment charge of
£1.0m. The impairment reversal primarily arose in the UK where, based on the recovery of site-based assets after the impact
of Covid-19, the calculated recoverable amount exceeded the impaired carrying value for several sites. (2020, £42.7m
charge which arose due to the impact of Covid-19 and subsequent temporary closure of operations across the Group’s
many markets), The impairment reversal has been reported as an exceptional item (see note 2).
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
157
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
12 PROPERTY, PLANT AND EQUIPMENT CONTINUED
Certain subsidiaries have an obligation to repurchase, at a guaranteed residual value, vehicles which have been legally
sold for leasing contracts. These assets are included in ‘interest in leased vehicles’ in the table above.
The book value of land and buildings is analysed between:
Freehold
Leasehold with over 50 years unexpired
Short leasehold
2021
£m
325.7
41.6
103.5
470.8
2020
£m
376.0
18.9
105.0
499.9
Land and buildings include properties with a net book value of £4.3m (2020 – £6.1m) that are let to third parties on a
short-term basis.
Borrowing costs of £nil were capitalised during the year (2020 – nil).
Impairment of computer software, property, plant and equipment and right-of-use assets
Computer software, property, plant and equipment and right-of-use assets are reviewed for impairment if events or
circumstances indicate that the carrying value may not be recoverable. When an impairment review is carried out, the
recoverable value is determined based on the higher of value in use calculations, which require estimates to be made of
future cash flows, or fair value less costs of disposal.
In light of the ongoing uncertainty due to the Covid-19 pandemic, the risk of impairment remains elevated for the Group.
As a result, based on the Impairment reviews carried out across the Group, impairment triggers were identified in a limited
number of markets and tests for impairment were carried out, where appropriate. As part of the assessment, the Group also
assessed whether there was any indication that previously recognised impairment losses for an asset no longer exists or may
have decreased which would result in an impairment reversal being recognised.
The approach to test computer software, property, plant and equipment and right-of-use assets for impairment was
consistent with the approach used to test goodwill and other indefinite-life intangible assets. The value in use calculations
use cash flow projections based on five-year financial forecasts prepared by management. The key assumptions for these
forecasts are those relating to volumes, revenue, gross margins, overheads, the level of working capital required to support
trading and capital expenditure. Where the value in use calculations did not support the carrying value of an asset, an
estimate for fair value less costs of disposal was determined by obtaining property valuations for the relevant locations.
The results of the testing indicated that net impairment reversals totalling £0.6m were required against site and other assets,
principally in relation to Retail businesses in the UK (2020 – UK, Australia and Russia).
Computer software
Property, plant and equipment
Right-of-use assets
At 31 December
2021
£m
0.2
(1.9)
1.1
(0.6)
2020
£m
17.8
42.7
33.0
93.5
158
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
13 RIGHT-OF-USE ASSETS AND LEASE LIABILITIES
The Group leases various retail dealerships, distribution and office properties, primarily in the UK, Australia, Hong Kong, South
America and Russia. Rental contracts are typically made for fixed periods of 2 to 25 years but may have extension options
as described in the accounting policies note. Lease terms are negotiated on an individual basis and contain a wide range
of different terms and conditions.
a. Amounts recognised on the balance sheet
Cost
At 1 January 2020
Businesses acquired
Additions
Lease payments at or before commencement date
Derecognition
Transferred to assets held for sale
Remeasurement
Effect of foreign exchange rate changes
At 1 January 2021
Businesses acquired (see note 29)
Business sold
Additions
Lease payments at or before commencement date
Derecognition
Remeasurement
Effect of foreign exchange rate changes
At 31 December 2021
Accumulated depreciation and impairment
At 1 January 2020
Depreciation charge for the year
Derecognition
Impairment charge for the year
Transferred to assets held for sale
Effect of foreign exchange rate changes
At 1 January 2021
Business sold
Depreciation charge for the year
Derecognition
Impairment charge for the year
Effect of foreign exchange rate changes
At 31 December 2021
Net book value at 31 December 2021
Net book value at 31 December 2020
Land and
buildings
£m
Other
£m
566.0
1.1
21.8
0.3
(20.1)
(4.1)
15.2
2.1
582.3
1.9
(9.7)
41.4
2.4
(31.9)
27.7
(17.9)
596.2
(254.6)
(53.1)
15.3
(33.3)
2.1
(2.9)
(326.5)
0.1
(48.5)
30.3
(1.1)
10.0
5.5
–
0.8
–
(2.0)
–
–
–
4.3
–
–
0.9
–
(2.5)
–
(0.3)
2.4
(3.6)
(1.1)
2.0
–
–
(0.1)
(2.8)
–
(1.4)
2.5
–
0.2
Total
£m
571.5
1.1
22.6
0.3
(22.1)
(4.1)
15.2
2.1
586.6
1.9
(9.7)
42.3
2.4
(34.4)
27.7
(18.2)
598.6
(258.2)
(54.2)
17.3
(33.3)
2.1
(3.0)
(329.3)
0.1
(49.9)
32.8
(1.1)
10.2
(335.7)
(1.5)
(337.2)
260.5
255.8
0.9
1.5
261.4
257.3
Asset impairments total £1.1m (2020 – £33.3m, of which £33.0m arose due to the impact of Covid-19 and subsequent
temporary closure of operations across the Group’s many markets and are included within exceptional items in note 2).
Further details on the impairment of right-of-use assets are disclosed in note 12.
Remeasurements of £27.7m were made to leases during the year, primarily in Northern Europe and APAC, due to either
a change in the lease term or a change in an index or rate applicable to the underlying lease (2020 – £15.2m, primarily
in the UK).
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
159
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
13 RIGHT-OF-USE ASSETS AND LEASE LIABILITIES CONTINUED
Lease liabilities
Current
Non-current
At 31 December
b. Amounts recognised in the consolidated income statement
Depreciation of right-of-use assets
Impairment of right-of-use assets
Finance costs on lease liabilities (included in finance costs)
Operating lease rentals – short-term leases
Operating lease rentals – variable lease payments
Rent concessions recognised
Sub-lease finance income (included in finance income)
Sub-lease income from right-of-use assets
c. Amounts recognised in the consolidated statement of cash flows
Lease interest paid
Payment of capital element of lease liabilities
2021
£m
2020
£m
56.5
267.6
324.1
58.5
274.3
332.8
2021
£m
49.9
1.1
10.6
3.7
0.8
(0.3)
(0.6)
(1.0)
2021
£m
10.5
59.3
2020
£m
54.2
33.3
13.9
3.3
2.2
(1.1)
(0.5)
(0.7)
2020
£m
14.2
57.4
160
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
14 INVESTMENTS IN JOINT VENTURES AND ASSOCIATES
Details of the interests held by the Group in joint ventures and associates can be found in note 14 to the Inchcape plc
Company financial statements on pages 198 to 205.
Amounts recognised in the statement of financial position in respect of joint ventures and associates are as follows:
At 1 January
Additions
Disposals
Effect of foreign exchange rate changes
At 31 December
Net assets of joint ventures and associates
Current assets
Total assets
Current liabilities
Total liabilities
Net assets
Results of joint ventures and associates
Revenue
Expenses
Loss before tax
Tax
Loss after tax of joint ventures and associates
Summarised financial information of joint ventures and associates
Opening net assets at 1 January
Loss for the year
Additions
Disposals
Other comprehensive (loss)/income for the year
Closing net assets at 31 December
Carrying value of interest in joint ventures and associates
2021
£m
2.4
2.6
–
(0.1)
4.9
2021
£m
23.0
23.0
(13.2)
(13.2)
9.8
2021
£m
0.1
(0.3)
(0.2)
0.1
(0.1)
2021
£m
4.9
(0.1)
5.3
–
(0.3)
9.8
4.9
2020
£m
4.3
–
(2.0)
0.1
2.4
2020
£m
5.3
5.3
(0.4)
(0.4)
4.9
2020
£m
–
–
–
(0.1)
(0.1)
2020
£m
8.7
(0.1)
–
(4.0)
0.3
4.9
2.4
During the year, the Group invested £2.6m in Inchcape Financial Services Australia Pty Ltd, a captive finance company.
As at 31 December 2021, no guarantees were provided in respect of joint ventures and associates’ borrowings (2020 – £nil).
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
161
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
15 FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME
At 1 January
Gains/(losses) recognised in other comprehensive income
Effect of foreign exchange rate changes
At 31 December
Analysed as:
Current
Non-current
Assets held are analysed as follows:
Equity securities
Other
2021
£m
3.8
1.6
(0.4)
5.0
2021
£m
0.2
4.8
5.0
2021
£m
4.8
0.2
5.0
2020
£m
7.1
(2.7)
(0.6)
3.8
2020
£m
0.2
3.6
3.8
2020
£m
3.6
0.2
3.8
‘Equity securities’ includes a 15% equity interest in Hino Motors Manufacturing Company SAS.
‘Other’ includes debentures that are not subject to interest rates and do not have fixed maturity dates. They are valued
by reference to traded market values.
16 TRADE AND OTHER RECEIVABLES
Trade receivables
Less: allowance for expected credit losses
Net trade receivables
Prepayments
Accrued income
Other taxation and social security
Other receivables
Current
Non-current
2021
£m
194.7
(11.6)
183.1
55.6
29.6
8.4
47.4
2020
£m
208.0
(10.4)
197.6
54.4
41.1
10.2
66.3
324.1
369.6
2021
£m
11.5
–
11.5
8.0
0.9
–
25.0
45.4
2020
£m
10.8
–
10.8
8.0
1.2
–
29.2
49.2
Other receivables includes buyback and indemnity assets, interest, sublease and other receivables.
Trade receivables representing amounts due from customers, including finance houses, OEMs, third-party dealers and
insurance companies are split by geographical location as follows:
UK & Europe
APAC
Americas & Africa
Less: allowance for expected credit losses
2021
£m
89.8
62.3
54.1
206.2
(11.6)
194.6
2020
£m
105.8
48.9
64.1
218.8
(10.4)
208.4
162
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
16 TRADE AND OTHER RECEIVABLES CONTINUED
At 31 December, the analysis of trade receivables is as follows:
2021
Gross trade receivables
Expected credit loss allowance
Net carrying amount
2020
Gross trade receivables
Expected credit loss allowance
Net carrying amount
Total
£m
206.2
(11.6)
194.6
Total
£m
218.8
(10.4)
208.4
Current
£m
102.0
(0.2)
101.8
Current
£m
118.4
(0.1)
118.3
Movements in the allowance for expected credit losses were as follows:
At 1 January
Charge for the year
Amounts written off
Business sold
Unused amounts reversed
Effect of foreign exchange rate changes
At 31 December
0 – 30 days
30 – 90 days
> 90 days
£m
48.0
(0.3)
47.7
£m
19.8
(0.5)
19.3
£m
36.4
(10.6)
25.8
0 – 30 days
30 – 90 days
> 90 days
£m
43.6
(0.4)
43.2
£m
20.8
(0.8)
20.0
2021
£m
(10.4)
(2.6)
0.4
0.1
0.2
0.7
£m
36.0
(9.1)
26.9
2020
£m
(8.7)
(2.8)
0.6
–
0.4
0.1
(11.6)
(10.4)
The expected credit loss for accrued income is immaterial (2020: immaterial).
Trade receivables are non-interest bearing and are generally on credit terms of 30 to 60 days. Trade receivables are only
written off where there is no reasonable expectation of recovery.
The concentration of credit risk with respect to trade receivables is very limited due to the Group’s broad customer base
across a number of geographic regions and the default loss percentage incurred by the Group has customarily been low
even if there have been significant changes in economic conditions experienced in markets in which the Group operates.
Trade receivables include amounts due from a number of finance houses in respect of vehicles sold to customers on
finance arranged through the Group. An independent credit rating agency is used to assess the credit standing of each
finance house. Limits for the maximum outstanding with each finance house are set accordingly.
As a consequence, the risk associated with trade receivable balances past due but not impaired is not expected to be
significant and as such does not contribute to a significant allowance for expected credit losses of receivables being
recognised.
The allowance for expected credit losses for trade receivables and accrued income is based on an expected credit loss
model that calculates the expected loss applicable to the receivable balance over its lifetime. For the Group, the simplified
approach under IFRS 9 is applied to all trade receivables and accrued income. Under this approach, the provision required
against receivables is calculated by considering the cash shortfall that would be incurred in various default scenarios for
prescribed future periods. Default rates are calculated initially by Inchcape’s markets considering historical loss experience
and applied to trade receivables within a provision matrix. The matrix approach allows application of different default rates
to different groups of customers with similar characteristics. These groups will be determined by a number of factors
including: the nature of the customer, the payment method selected and where relevant, the sector in which they operate.
The characteristics used to determine the groupings of receivables are the factors that have the greatest impact on the
likelihood of default. The rate of default increases once the balance is 30 days past due and subsequently in 30-day
increments.
Management considers the carrying amount of trade and other receivables to approximate to their fair value. Long-term
receivables have been discounted where the time value of money is considered to be material.
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
163
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
Pension
and other
post-
retirement
benefits
£m
Cash flow
hedges
£m
Share-
based
payments
£m
(4.2)
–
(4.2)
3.5
–
3.5
2.3
–
2.3
Tax
losses
£m
18.3
–
18.3
Accelerated
tax
depreciation
£m
Provisions
and other
timing
differences
£m
Distribution
agreements
£m
IFRS 16
£m
Total
£m
(5.0)
–
(5.0)
8.9
2.6
11.5
(73.0)
10.8
(38.4)
–
–
2.6
(73.0)
10.8
(35.8)
0.1
–
(1.5)
(2.8)
11.7
5.8
11.0
5.9
30.2
(2.8)
–
–
(1.7)
–
0.1
1.9
0.4
–
–
0.8
–
(0.7)
1.2
15.6
–
(0.3)
0.9
7.3
0.3
(0.2)
0.6
18.0
–
–
–
–
(3.0)
(0.5)
(1.0)
0.6
0.5
(63.0)
17.3
(8.6)
At 31 December 2020
(6.9)
(3.5)
–
2.0
(9.0)
11.9
9.8
(5.0)
(0.8)
5.4
17 DEFERRED TAX
Net deferred tax (liability)/asset
At 1 January 2020
Adjustment for IFRIC (“SaaS”)
At 1 January 2020 (restated)!
Credited/(charged) to
the consolidated income
statement
(Charged)/credited to
equity and other
comprehensive income
Businesses acquired/disposed
Effect of foreign exchange
rate changes
Credited/(charged) to
the consolidated income
statement
(Charged)/credited to equity
and other comprehensive
income
–
0.1
(0.5)
18.8
–
(0.2)
(2.1)
25.5
–
–
–
–
0.7
(0.5)
6.5
(0.7)
2.3
(61.5)
15.8
(0.7)
(13.1)
(0.5)
1.6
12.7
Businesses acquired/disposed
–
–
Effect of foreign exchange
rate changes
(0.1)
(0.2)
–
–
(0.4)
(0.6)
At 31 December 2021
(23.6)
1.2
4.8
18.3
1. See note 35.
164
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
17 DEFERRED TAX CONTINUED
Analysed as:
Deferred tax assets
Deferred tax liabilities
1. See note 35.
2021
£m
67.4
(68.1)
(0.7)
2020
(restated)!
£m
70.5
(79.1)
(8.6)
Measured at relevant local statutory rates, the Group has an unrecognised deferred tax asset of £39m (2020 – £35m)
relating to tax relief on trading losses. The unrecognised asset represents £160m (2020 – £167m) of losses which exist within
legal entities where forecast taxable profits are not probable in the foreseeable future.
The Group has unrecognised deferred tax assets of £44m (2020 – £30m) relating to capital losses. The asset represents
£177m (2020 – £154m) of losses at the standard rate of 25.0% (2020 – 19.0%). The key territory holding the losses is the UK.
No deferred tax is recognised on unremitted earnings of overseas subsidiaries on the basis that the Group can control the
timing of dividends. In addition, the majority of overseas reserves can now be repatriated to the UK with no tax cost. There
are a small number of territories that do not qualify for this treatment. This principally relates to Ethiopia where dividend tax
of £1.6m (2020 – £1.6m) is accrued based on current year after tax earnings.
The net deferred tax asset on provisions and other timing differences is principally made up of a deferred tax liability on
non-qualifying property £12.5m (2020 – £9.9m) offset by deferred tax assets on trade related accounting provisions in the
Group’s operating companies and computer software £38.0m (2020 restated – £27.9m).
The deferred tax liability on distribution agreements of £61.5m (2020 – £63.0m) has been recorded as a result of the business
acquisitions since 2016.
The deferred tax asset on tax trading losses of £18.3m (2020 – £15.6m) relates to territories and entities where future taxable
profits are considered probable.
18 INVENTORIES
Raw materials and work in progress
Finished goods and merchandise
2021
£m
46.9
1,087.8
1,134.7
2020
£m
45.7
1,170.5
1,216.2
Vehicles held on consignment which are in substance assets of the Group amount to £55.5m (2020 – £159.2m). These have
been included in ‘finished goods and merchandise’ with the corresponding liability included within ‘trade and other
payables’. Payment becomes due when title passes to the Group, which is generally the earlier of a period of up to six
months from delivery or the date of sale.
An amount of £48.4m (2020 – £54.4m) has been provided against the gross cost of inventory at the year end. The cost
of inventories recognised as an expense in the year is £6,278.1m (2020 – £5,656.1m). The write-down of inventory to net
realisable value recognised as an expense during the year was £0.9m (2020 – expense of £21.2m). All of these items have
been included within ‘cost of sales’ in the consolidated income statement.
19 CASH AND CASH EQUIVALENTS
Cash at bank
Short-term deposits
2021
£m
501.8
94.6
596.4
2020
£m
378.5
102.7
481.2
Cash and cash equivalents are generally subject to floating interest rates determined by reference to short-term
benchmark rates applicable in the relevant currency or market (primarily SONIA or the local equivalent). At 31 December
2021, the weighted average floating rate was 0.36% (2020 – 0.28%).
£71.8m (2020 – £81.2m) of cash and cash equivalents is held in Ethiopia where prior approval is required to transfer funds
abroad, and currency may not be available locally to effect such transfers.
At 31 December 2021, short-term deposits have a weighted average period to maturity of 10 days (2020 – 15 days).
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
165
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
20 ASSETS AND LIABILITIES HELD FOR SALE AND DISPOSAL GROUP
Assets held for sale
Assets directly associated with the disposal group
Assets classified as held for sale and disposal group
Liabilities directly associated with the disposal group
The assets and liabilities in the disposal group comprise the following:
Goodwill
Property, plant and equipment
Right-of-use assets
Cash and cash equivalents
Trade and other receivables
Inventories
Other assets
Assets directly associated with the disposal group
Trade and other payables
Lease liabilities
Other liabilities
Liabilities directly associated with the disposal group
2021
£m
4.8
–
4.8
–
2021
£m
–
–
–
–
–
–
–
–
–
–
–
–
2020
£m
7.5
23.7
31.2
(7.7)
2020
£m
–
5.4
2.2
1.2
0.9
13.7
0.3
23.7
(5.1)
(1.3)
(1.3)
(7.7)
Assets held for sale relate to surplus properties which are actively marketed with a view to sale.
Assets held for sale are stated net of an impairment charge of £1.5m which has been reported as a non-exceptional charge
in the income statement following the subsequent write-down of the asset to fair value less costs to sell.
21 TRADE AND OTHER PAYABLES
Trade payables
Payments received on account
Vehicle funding agreements
Other taxation and social security payable
Accruals
Deferred income
Other payables
Current
Non-current
2021
£m
166.6
93.6
851.0
40.3
280.3
78.5
38.0
2020
£m
147.8
82.5
1,013.8
32.0
211.0
78.3
44.9
1,548.3
1,610.3
2021
£m
–
1.8
–
–
2.3
51.6
7.5
63.2
2020
£m
–
2.4
1.9
–
1.9
54.8
8.3
69.3
Other payables includes buyback liabilities, deferred consideration, interest and other payables.
The Group finances the purchase of new vehicles for sale and a portion of used vehicle inventories using vehicle funding
facilities provided by various lenders including the captive finance companies associated with brand partners. Such
arrangements generally are uncommitted facilities, have a maturity of 180 days or less and the Group is normally required
to repay amounts outstanding on the earlier of the sale of the vehicles that have been funded under the facilities or the
stated maturity date. Related cash flows are reported within cash flows from operating activities within the consolidated
statement of cash flows.
Vehicle funding facilities are subject to SONIA-based (or similar) interest rates. The interest incurred under these
arrangements is included within finance costs and classified as stock holding interest (see note 7). At 31 December 2021,
amounts outstanding under vehicle funding facilities and on which interest was payable were subject to a weighted
average interest rate of 1.3% (2020 – 1.3%).
Management considers the carrying amount of trade and other payables to approximate to their fair value. Long-term
payables have been discounted where the time value of money is considered to be material.
166
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
21 TRADE AND OTHER PAYABLES CONTINUED
Included within deferred income are the following balances:
Extended warranties
Service packages
Other services
2021
£m
44.0
49.8
36.3
130.1
2020
£m
44.8
55.5
32.8
133.1
Revenue recognised in 2021 that was included in deferred revenue at the beginning of the year was £47.8m (2020 – £61.4m).
Extended warranties
Certain Group companies provide extended warranties to customers over and above those provided by the manufacturer
and act as the principal in the supply of the warranty service. The periods covered are up to six years and/or specific
mileage limits. A proportion of revenue is allocated to the extended warranty obligation and deferred to the balance
sheet. The revenue is subsequently recognised over time along with the costs incurred in fulfilling any warranty obligations.
Service packages
Certain Group companies provide service packages to customers as part of the total vehicle package. Where the Group
acts as principal, the value of the additional services is separately identified, deducted from revenue and recognised as
deferred income on the balance sheet. It is subsequently recognised as revenue when the service is provided or the
package expires.
Other services
Certain Group companies provide other services as part of the total vehicle package (e.g. roadside assistance, fuel
coupons etc). Where the Group acts as principal, the value of the additional services is separately identified, deducted
from revenue and recognised as deferred income on the balance sheet. It is subsequently recognised as revenue over
the period to which the service relates.
22 PROVISIONS
At 1 January 2021
Businesses acquired
Business sold
Charged to the consolidated income statement
Released to the consolidated income statement
Effect of unwinding of discount factor
Utilised during the year
Effect of foreign exchange rate changes
At 31 December 2021
Analysed as:
Current
Non-current
Product
warranty
£m
18.4
0.1
(0.1)
12.5
(0.8)
–
(1.3)
(1.2)
27.6
Leasehold
Litigation
£m
9.7
–
–
–
(1.0)
–
(0.3)
–
8.4
£m
2.4
–
(0.3)
1.8
(0.3)
–
(0.1)
(0.1)
3.4
Other
£m
16.1
0.2
–
12.9
(1.6)
0.1
(7.5)
(1.3)
18.9
2021
£m
34.9
23.4
58.3
Total
£m
46.6
0.3
(0.4)
27.2
(3.7)
0.1
(9.2)
(2.6)
58.3
2020
£m
26.8
19.8
46.6
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
167
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
22 PROVISIONS CONTINUED
Product warranty
Certain Group companies provide assurance warranties as part of the sale of a vehicle. These are not separable products.
The warranty periods covered are up to five years and/or specific mileage limits. Provision is made for the expected cost
of labour and parts based on historical claims experience and expected future trends. These assumptions are reviewed
regularly.
Leasehold
The Group is committed to certain leasehold premises for which it no longer has a commercial use. These are principally
located in the UK, Australia and Hong Kong. Provision has been made to the extent of the estimated future net cost,
excluding the lease liability recognised under IFRS 16. This includes taking into account existing subtenant arrangements.
The category also includes the future obligation relating to dilapidations of certain premises. The expected utilisation period
of these provisions is generally over the next 10 years.
Litigation
This includes a number of litigation provisions in respect of claims that have been brought against various Group
companies. The claims are generally expected to be concluded within the next three years.
Other
This category principally includes provisions relating to uncertain non-income taxes (VAT primarily) recognised on
acquisition of a business, residual values on leased vehicles and provisions relating to restructuring activities of £4.7m (2020
– £3.2m). Acquisition related provisions total £3.5m (2020 – £4.2m), of which there is an offsetting indemnity asset recognised
in trade and other receivables. Restructuring provisions relate to the estimated costs associated with transformation
projects, including the establishment of back-office services. These provisions are expected to be utilised within three years.
23 BORROWINGS
2021
Current
Bank overdrafts
Non-current
Private Placement
Total borrowings
Floating rate
Fixed rate
Weighted
average
effective
interest rate
Weighted
average
effective
interest rate
£m
7.6
–
7.6
%
–
–
–
£m
–
210.0
210.0
%
–
3.0
3.0
Total interest
bearing
£m
On which
no interest
is paid
£m
7.6
210.0
217.6
–
–
–
Bank overdrafts include £7.6m (2020 – £6.1m) held in cash pooling arrangements which have not been offset in the
consolidated statement of financial position (see note 24b).
Floating rate
Fixed rate
Weighted
average
effective
interest rate
Weighted
average
effective
interest rate
Total interest
bearing
£m
6.1
–
6.1
%
–
–
–
£m
–
210.0
210.0
%
–
3.0
3.0
£m
6.1
210.0
216.1
On which
no interest
is paid
£m
–
–
–
2020
Current
Bank overdrafts
Non-current
Private Placement
Total borrowings
2021
Total
£m
7.6
210.0
217.6
2020
Total
£m
6.1
210.0
216.1
Interest payments on floating rate financial liabilities are determined by reference to short-term benchmark rates applicable
in the relevant currency or market (primarily SONIA or the local equivalent).
At 31 December 2021, the committed funding facilities of the Group comprised a syndicated revolving credit facility of
£700m (2020 – £700m) and sterling Private Placement loan notes totalling £210m (2020 – £210m). At 31 December 2021,
£nil of the £700m was drawn down (2020 – £nil of £700m).
In February 2019, the Group entered into a syndicated revolving credit facility of £700m with an initial expiry date of
February 2024 and options, at lender discretion, to extend until 2026. Lenders approved the 1st extension option in
February 2020 resulting in the £700m commitment extending to 2025. Lenders with total commitments of £620m approved
the 2nd extension option in February 2021, resulting in £620m of commitments being further extended to 2026.
The £210m sterling Private Placement loan notes are held at amortised cost. They have a fair value of £222.0m (2020 –
£234.7m) calculated from discounted cash flow techniques obtained using discount rates from observable market data,
which is a level 2 valuation technique. The fair values of the Group’s other borrowings are not considered to be materially
different from their book value.
168
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
23 BORROWINGS CONTINUED
£nil of the Group’s bank loans are secured by term deposits placed under a standby letter of credit and related facility
arrangements (2020 – £nil). The Group’s bank overdrafts are secured by related offsetting cash balances held under
pooling arrangements. The Group’s remaining borrowings are unsecured.
In December 2016, the Group concluded a Private Placement transaction raising £210m to refinance existing US dollar
Private Placement borrowings which matured in May 2017. The amounts drawn under these facilities are as follows:
Maturity date
Amount drawn
Fixed rate coupon
May 2024
May 2027
May 2027
May 2029
£70m
2.85%
£30m
3.02%
£70m
3.12%
£40m
3.10%
The table below sets out the maturity profile of the Group’s existing borrowings that are exposed to interest rate risk.
2021
Fixed rate
Private Placement
Floating rate
Bank overdrafts
2020
Fixed rate
Private Placement
Floating rate
Bank overdrafts
Less than
1 year
£m
Between 1
and 2 years
Between 2
and 3 years
Between 3
and 4 years
Between 4
and 5 years
Greater than
5 years
Total interest
bearing
£m
£m
£m
£m
£m
£m
–
7.6
–
–
70.0
–
–
–
–
–
140.0
210.0
–
7.6
Less than
1 year
£m
Between 1
and 2 years
Between 2
and 3 years
Between 3
and 4 years
Between 4
and 5 years
Greater than
5 years
Total interest
bearing
£m
£m
£m
£m
£m
£m
–
6.1
–
–
–
–
70.0
–
–
–
140.0
210.0
–
6.1
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
169
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
24 FINANCIAL INSTRUMENTS
The Group’s financial liabilities, other than derivatives, comprise overdrafts, loan notes, trade and other payables and lease
liabilities. The main purpose of these instruments is to raise finance for the Group’s operations. The Group also has various
financial assets such as trade and other receivables, cash and short-term deposits which arise from its trading operations.
The Group’s primary derivative transactions include forward and swap currency contracts. The purpose is to manage the
currency and interest rate risks arising from the Group’s trading operations and its sources of finance. Group policy is that
there is no trading or speculation in derivatives.
The main risks arising from the Group’s financial instruments are interest rate risk, currency risk, credit risk and liquidity risk.
a. Classification of financial instruments
Measured
at fair value
through other
comprehensive
income
£m
Measured
at fair value
through profit
or loss
£m
Measured at
amortised
cost
£m
–
273.7
–
596.4
870.1
5.0
–
7.4
–
12.4
–
–
20.2
–
20.2
Total
£m
5.0
273.7
27.6
596.4
902.7
(1,346.8)
–
–
(1,346.8)
–
(10.5)
(21.4)
(324.1)
(217.6)
(1,888.5)
(1,018.4)
–
–
(10.5)
1.9
(31.9)
(324.1)
(217.6)
–
–
(21.4)
(1,920.4)
(1.2)
(1,017.7)
Measured
at fair value
through other
comprehensive
income
£m
Measured
at fair value
through profit
or loss
£m
Measured at
amortised
cost
£m
Total
£m
3.8
336.4
13.3
481.2
834.7
–
–
13.1
–
13.1
–
(1,395.5)
(34.9)
–
–
(34.9)
(21.8)
(42.4)
(332.8)
(216.1)
(1,986.8)
(1,152.1)
–
336.4
–
481.2
817.6
(1,395.5)
–
(332.8)
(216.1)
(1,944.4)
(1,126.8)
3.8
–
0.2
–
4.0
–
(7.5)
–
–
(7.5)
(3.5)
2021
Financial assets
Financial assets at fair value through other
comprehensive income
Trade and other receivables
Derivative financial instruments
Cash and cash equivalents
Total financial assets
Financial liabilities
Trade and other payables
Derivative financial instruments
Lease liabilities
Borrowings
Total financial liabilities
2020
Financial assets
Financial assets at fair value through other
comprehensive income
Trade and other receivables
Derivative financial instruments
Cash and cash equivalents
Total financial assets
Financial liabilities
Trade and other payables
Derivative financial instruments
Lease liabilities
Borrowings
Total financial liabilities
170
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
24 FINANCIAL INSTRUMENTS CONTINUED
b. Offsetting financial assets and financial liabilities
The following financial assets are subject to offsetting, enforceable netting arrangements and similar agreements:
Gross amounts
of financial
liabilities
set off in the
statement
of financial
position
£m
Net amounts of
financial assets
presented in
the statement
of financial
position
£m
Related amounts not set
off in the statement of
financial position
Financial
instruments
£m
Cash
collateral
received
£m
Gross amounts
of financial
assets
£m
27.6
596.4
624.0
13.3
481.2
494.5
–
–
–
–
–
–
27.6
596.4
624.0
13.3
481.2
494.5
(16.5)
(7.6)
(24.1)
(13.1)
(6.1)
(19.2)
–
–
–
–
–
–
Gross amounts
of financial
assets set off in
the statement
of financial
position
£m
Net amounts
of financial
liabilities
presented in
the statement
of financial
position
£m
Related amounts not set
off in the statement of
financial position
Financial
instruments
£m
Cash
collateral
paid
£m
Gross amounts
of financial
liabilities
£m
(31.9)
(7.6)
(39.5)
(42.4)
(6.1)
(48.5)
–
–
–
–
–
–
(31.9)
(7.6)
(39.5)
(42.4)
(6.1)
(48.5)
16.5
7.6
24.1
13.1
6.1
19.2
–
–
–
–
–
–
Net
amount
£m
11.1
588.8
599.9
0.2
475.1
475.3
Net
amount
£m
(15.4)
–
(15.4)
(29.3)
–
(29.3)
As at 31 December 2021
Derivative financial assets
Cash and cash equivalents
Total
As at 31 December 2020
Derivative financial assets
Cash and cash equivalents
Total
As at 31 December 2021
Derivative financial liabilities
Bank overdrafts
Total
As at 31 December 2020
Derivative financial liabilities
Bank overdrafts
Total
For the financial assets and liabilities subject to enforceable netting arrangements or similar agreements above, each
agreement between the Group and the counterparty allows for net settlement of the relevant financial assets and
liabilities. If the parties subject to the agreement do not elect to settle on a net basis, financial assets and liabilities will be
settled on a gross basis. However, each party to the netting agreement will have the option to settle all such amounts on a
net basis in the event of a default of the other party.
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
171
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
24 FINANCIAL INSTRUMENTS CONTINUED
c. Market risk and sensitivity analysis
Financial instruments affected by market risk include borrowings, deposits and derivative financial instruments. The Group
is not exposed to commodity price risk. The following analysis, required by IFRS 7, is intended to illustrate the sensitivity to
changes in market variables, being primarily UK interest rates and the Japanese yen exchange rate with both the Australian
dollar and Chilean peso.
The following assumptions were made in calculating the sensitivity analysis:
• changes in the carrying value of derivative financial instruments designated as cash flow hedges from movements in
interest rates are assumed to be recorded fully in equity;
• changes in the carrying value of derivative financial instruments designated as fair value hedges from movements in
interest rates have an immaterial effect on the consolidated income statement and equity due to compensating
adjustments in the carrying value of debt;
• changes in the carrying value of financial instruments not in hedging relationships only affect the consolidated income
statement; and
• all other changes in the carrying value of derivative financial instruments designated as hedges are fully effective with
no impact on the consolidated income statement.
d. Interest rate risk and sensitivity analysis
The Group’s interest rate policy has the objective of minimising net interest expense and protecting the Group from material
adverse movements in interest rates.
Instruments approved for the purpose of hedging interest rate risk include interest rate swaps, forward rate agreements and
options. The Group’s exposure to the risk of changes in market interest rates arises primarily from bank borrowings, supplier-
related finance and the returns available on surplus cash.
Interest rate risk table
The following table demonstrates the sensitivity of the Group’s profit before tax to a reasonably possible change in interest
rates on bank borrowings, supplier related finance and cash balances as at 31 December 2021 with all other variables held
constant.
2021
Sterling
Euro
Russian rouble
Australian dollar
US dollar
2020
Sterling
Euro
Russian rouble
Australian dollar
US dollar
Increase
in basis
points
Effect on profit
before tax
£m
75
50
500
100
75
75
50
500
100
75
(5.7)
0.6
(1.1)
2.8
0.8
(7.4)
0.1
0.8
3.0
0.3
172
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
24 FINANCIAL INSTRUMENTS CONTINUED
e. Foreign currency risk
The Group publishes its consolidated financial statements in sterling and faces currency risk on the translation of its earnings
and net assets, a significant proportion of which are in currencies other than sterling.
Transaction exposure hedging
The Group has transactional currency exposures, where sales or purchases by an operating unit are in currencies other than
in that unit’s reporting currency. For a significant proportion of the Group these exposures are removed as trading is
denominated in the relevant local currency. In particular, local billing arrangements are in place for many of our businesses
with our brand partners. The principal exception is for our business in Australia which purchases vehicles in Japanese yen
and our South and Central American businesses which purchase vehicles in Japanese yen and US dollars.
In this instance, the Group seeks to hedge forecast transactional foreign exchange rate risk using forward foreign currency
exchange contracts. The effective portion of the gain or loss on the hedge is initially recognised in the consolidated
statement of comprehensive income to the extent it is effective. When the hedged forecast transaction results in the
recognition of a non-financial asset or liability then, at the time the asset or liability is recognised, the associated gains or
losses that had previously been recognised in other comprehensive income are included in the initial measurement of the
acquisition cost or other carrying amount of the asset or liability.
For all other cash flow hedges, the gains or losses that are recognised in other comprehensive income are transferred to
the consolidated income statement in the same period in which the hedged forecast transaction affects the consolidated
income statement. Under IFRS 9 hedges are documented and tested for the hedge effectiveness on an ongoing basis.
Foreign currency risk table
The following table shows the Group sensitivity to a reasonably possible change in foreign exchange rates on its Japanese
yen financial instruments. In this table, financial instruments are only considered sensitive to foreign exchange rates when
they are not in the functional currency of the entity that holds them.
2021
Yen
Yen
2020
Yen
Yen
Increase/
(decrease) in
exchange
rate
Effect on
equity
£m
+10%
-10%
+10%
-10%
(0.0)
0.0
(0.1)
0.1
f. Credit risk
The amount due from counterparties arising from cash deposits and the use of financial instruments creates credit risk.
The Group monitors its credit exposure to its counterparties via their credit ratings (where applicable) and through its policy
of limiting its exposure to any one party to ensure that they are within Board approved limits and that there are no
significant concentrations of credit risk.
Group policy is to deposit cash and use financial instruments with counterparties with a long-term credit rating of A or
better, where available. The notional amounts of financial instruments used in interest rate and foreign exchange
management do not represent the credit risk arising through the use of these instruments. The immediate credit risk of these
instruments is generally estimated by the fair value of contracts with a positive value. Credit limits are reviewed regularly.
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
173
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
24 FINANCIAL INSTRUMENTS CONTINUED
The table below analyses the Group’s derivative assets, cash at bank and short-term deposits by credit exposure:
Credit rating of counterparty
Derivative
assets
£m
2021
Cash
at bank
£m
AA
AA-
A+
A
A-
BBB+
BBB
BBB-
BB+
B
B-
CCC+
No rating*
–
1.1
1.4
9.3
7.9
5.5
0.3
–
0.7
–
–
–
1.4
27.6
–
327.6
66.6
14.9
28.3
7.5
3.8
4.1
–
9.5
5.8
1.2
32.5
501.8
Short-term
deposits
£m
–
–
0.4
30.0
–
–
4.2
0.1
–
–
0.4
–
59.5
94.6
2020
Derivative
assets
£m
Cash
at bank
£m
Short-term
deposits
£m
–
1.6
0.4
8.0
2.0
–
–
0.7
–
–
–
–
0.6
13.3
0.6
261.7
18.9
9.2
20.7
4.1
23.9
1.4
–
6.6
5.5
1.2
24.7
378.5
–
–
–
20.0
–
–
6.9
–
–
–
–
–
75.8
102.7
* Counterparties in certain markets in which the Group operates do not have a credit rating.
For those counterparties which do not have a credit rating, where possible the Group works with partner banks with a local
presence to provide additional assurance. Additionally, the Group proactively repatriates cash through cash-pooling
arrangements, loans between Group companies and dividends as well as regularly monitoring the spread of counterparties
in country, notably in Ethiopia.
No credit limits were exceeded during the reporting period and management does not expect any losses from non-
performance by these counterparties.
The maximum exposure to credit risk for cash at bank, receivables and other financial assets is represented by their carrying
amount.
Total cash at bank of £501.8m (2020 – £378.5m) includes cash in the Group’s regional pooling arrangements which are offset
against borrowings for interest purposes. Netting of cash and overdraft balances in the consolidated statement of financial
position only occurs to the extent that there is the legal ability and intention to settle net. As such, overdrafts are presented
in current liabilities to the extent that there is no intention to offset with the cash balance.
Trade receivables include amounts due from a number of finance houses in respect of vehicles sold to customers on
finance arranged through the Group. An independent credit rating agency is used to assess the credit standing of each
finance house. Limits for the maximum outstanding with each finance house are set accordingly.
174
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
24 FINANCIAL INSTRUMENTS CONTINUED
g. Liquidity risk
Prudent liquidity risk management includes maintaining sufficient cash and marketable securities, the availability of funding
through an adequate amount of committed credit facilities and the ability to close out market positions. Due to the
dynamic nature of the underlying businesses, Group Treasury aims to maintain flexibility in funding by keeping committed
credit lines available.
The table below summarises the maturity profile of the Group’s financial assets and liabilities at 31 December 2021 based
on contractual expected undiscounted cash flows:
2021
Financial assets
Cash and cash equivalents
Trade and other receivables
Financial assets at fair value through other
comprehensive income
Derivative financial instruments
Financial liabilities
Interest bearing loans and borrowings
Lease liabilities
Trade and other payables
Derivative financial instruments
Net outflows
2020
Financial assets
Cash and cash equivalents
Trade and other receivables
Financial assets at fair value through other
comprehensive income
Derivative financial instruments¹
Financial liabilities
Interest bearing loans and borrowings
Lease liabilities
Trade and other payables
Derivative financial instruments¹
Net outflows
Between
3 to 12
months
£m
Between
1 to 5
years
£m
Less than
3 months
£m
593.1
200.2
–
1,097.4
1,890.7
3.3
45.5
0.2
1,135.0
1,184.0
(7.6)
(17.0)
(6.3)
(48.0)
(1,085.0)
(249.8)
(1,099.7)
(1,145.4)
(2,209.3)
(1,449.5)
(318.6)
(265.5)
–
26.3
–
126.5
152.8
(90.1)
(170.2)
(11.7)
(124.4)
(396.4)
(243.6)
Less than
3 months
£m
473.7
227.8
0.2
1,052.3
1,754.0
(6.1)
(17.7)
(1,140.9)
(1,063.8)
(2,228.5)
(474.5)
Between
3 to 12
months
£m
Between
1 to 5
years
£m
7.5
70.1
–
716.6
794.2
(6.3)
(49.8)
(241.3)
(734.5)
(1,031.9)
(237.7)
–
31.9
–
2.1
34.0
(92.1)
(174.4)
(12.9)
(2.1)
(281.5)
(247.5)
Greater than
5 years
£m
–
6.0
4.8
–
10.8
Total
£m
596.4
278.0
5.0
2,358.9
3,238.3
(144.1)
(149.8)
(248.1)
(385.0)
(0.3)
(1,346.8)
–
(2,369.5)
(294.2)
(4,349.4)
(283.4)
(1,111.1)
Greater than
5 years
£m
–
6.6
3.6
–
10.2
(148.5)
(171.5)
(0.4)
–
(320.4)
(310.2)
Total
£m
481.2
336.4
3.8
1,771.0
2,592.4
(253.0)
(413.4)
(1,395.5)
(1,800.4)
(3,862.3)
(1,269.9)
1. Derivative financial instruments line items have been restated to disclose the gross undiscounted cash flows.
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
175
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
24 FINANCIAL INSTRUMENTS CONTINUED
h. Fair value measurement
In accordance with IFRS 13, disclosure is required for financial instruments that are measured in the consolidated statement
of financial position at fair value. This requires disclosure of fair value measurements by level for the following fair value
measurement hierarchy:
• quoted prices in active markets (level 1);
• inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly (level 2); or
• inputs for the asset or liability that are not based on observable market data (level 3).
The following table presents the Group’s assets and liabilities that are measured at fair value:
2021
2020
Level 1
Level 2
Level 3
£m
£m
£m
Total
£m
Level 1
Level 2
Level 3
£m
£m
£m
Total
£m
Assets
Derivatives used for hedging
–
27.6
–
27.6
–
13.3
–
13.3
Financial assets at fair value
through other comprehensive
income
Liabilities
0.5
0.5
–
27.6
4.5
4.5
5.0
32.6
0.5
0.5
–
13.3
3.3
3.3
3.8
17.1
Derivatives used for hedging
–
(31.9)
–
(31.9)
–
(42.4)
–
(42.4)
Level 1 represents the fair value of financial instruments that are traded in active markets and is based on quoted markets
price at the end of the reporting period.
The fair value of financial instruments that are not traded in an active market (level 2) is determined by using valuation
techniques which include the present value of estimated future cash flows. These valuation techniques maximise the use
of observable market data where it is available and rely as little as possible on entity specific estimates.
Level 3 primarily represents the Group’s equity interest in Hino Motors Manufacturing Company SAS (see note 15). Fair value
is based on discounted free cash flows, using the projection of annual income and expenses mainly based on historical
financial figures.
Derivative financial instruments are carried at their fair values. The fair value of forward foreign exchange contracts and
foreign exchange swaps represents the difference between the value of the outstanding contracts at their contracted rates
and a valuation calculated using the spot rates of exchange prevailing at 31 December 2021.
The Group’s derivative financial instruments comprise the following:
Forward foreign exchange contracts
Assets
2021
£m
27.6
2020
£m
13.3
Liabilities
2021
£m
(31.9)
2020
£m
(42.4)
The ineffective portion recognised in the consolidated income statement that arises from fair value hedges amounts to £nil
(2020 – £nil). The ineffective portion recognised in the consolidated income statement that arises from cash flow hedges
amounts to £nil (2020 – £nil).
Derivative financial instruments
The Group principally uses forward foreign exchange contracts to hedge purchases in a non-functional currency against
movements in exchange rates. The cash flows relating to these contracts are generally expected to occur within 12 months
(2020 – 12 months) of the end of the reporting period.
Net fair value gains and losses recognised in the hedging reserve in shareholders’ equity (see note 26) on forward foreign
exchange contracts as at 31 December 2021 are expected to be released to the consolidated income statement within
12 months of the end of the reporting period (2020 – 12 months).
176
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
24 FINANCIAL INSTRUMENTS CONTINUED
The below table illustrates the effects of hedge accounting on the consolidated statement of financial position and
consolidated income statement through detailing separately by risk category and each type of hedge the details of
the associated hedging instrument and hedged item.
2021
Hedging risk strategy
Notional/currency legs
Carrying amount net assets/(liabilities)
Maturity date
Hedge ratio
Description of hedged item
Change in fair value of outstanding hedging instruments since 1
January
Change in fair value of hedging item used to determine hedge
effectiveness
Current
Current
Non-current
Cash flow
hedges
Fair value
hedges
Cash flow
hedges
1,427.7
2.3
804.8
(9.6)
126.5
3.0
to Dec 2022
to Jun 2022
to Jan 2026
1:1
1:1
1:1
Highly
probable
FX exposures
FX exposures
on balance
sheet positions
Highly
probable
FX exposures
30.1
(30.1)
(8.2)
8.2
3.0
(3.0)
Weighted average hedge rate of outstanding deals
(AUD/JPY) 81.991
n/a (GBP/USD) 1.39
Amounts recognised within net finance costs on profit and loss
Balance on cash flow hedge reserve (net of tax) at 31 December
–
(3.2)
(8.2)
–
–
(3.0)
2020
Hedging risk strategy
Notional/currency legs
Carrying amount net liabilities
Maturity date
Hedge ratio
Description of hedged item
Current
Current
Non-current
Cash flow
hedges
1,056.0
(27.7)
Fair Value
Hedges
714.9
(1.4)
to Dec 2021
to Dec 2021
1:1
1:1
Highly
probable
FX exposures
FX exposures
on balance
sheet positions
–
–
–
–
–
–
–
–
–
–
–
Change in fair value of outstanding hedging instruments since 1
January
Change in fair value of hedging item used to determine hedge
effectiveness
(18.8)
18.8
Weighted average hedge rate of outstanding deals
(AUD/JPY) 76.691
Amounts recognised within net finance costs on profit and loss
Balance on cash flow hedge reserve (net of tax) at 31 December
–
(20.1)
1. Outstanding deals predominantly relate to our business in Australia which purchases vehicles in Japanese yen.
0.8
(0.8)
n/a
0.8
–
i. Capital management
The Group’s capital structure consists of equity and debt. Equity represents funds raised from shareholders and debt
represents funds raised from banks and other financial institutions. The primary objective of the Group’s management of
debt and equity is to ensure that it maintains a strong credit rating and healthy capital ratios in order to finance the Group’s
activities, both now and in the future, and to maximise shareholder value.
The Group manages its capital structure and makes adjustments to it in light of changes in economic conditions. Due to
the impact of Covid-19, some limited exceptions to policy are in place, to reflect the significant amount of cash the Group
currently holds, to increase the counterparty risk limits set for certain counterparties.
To maintain or adjust the capital structure, the Group may adjust the dividend payment to shareholders, return capital
to shareholders or issue new shares. The Directors consider the Group’s capital structure and dividend policy at least twice
a year prior to the announcement of results, taking into account the Group’s ability to continue as a going concern and the
requirements of its business plan.
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
177
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
24 FINANCIAL INSTRUMENTS CONTINUED
The Group uses return on capital employed ("ROCE") as a measure of its ability to drive better returns on the capital invested
in the Group’s operations. See alternative performance measures on page 186.
Return on capital employed
2021
29.8%
2020
12.4%
The committed bank facilities and Private Placement borrowings are subject to the same interest cover covenant based
on an adjusted EBITA measure to interest on consolidated borrowings. The Group is required to maintain a ratio of not less
than three to one and was compliant with this covenant throughout the year.
The Group monitors Group leverage by reference to three tests: Adjusted EBITA interest cover, the ratio of net debt to EBITDA
and the ratio of net debt to market capitalisation. The leverage tests are measured excluding the impact of IFRS 16.
Adjusted EBITA interest cover (times)*
Net debt to EBITDA (times)**
Net debt/market capitalisation (percentage)***
* Calculated as Adjusted EBITA/interest on consolidated borrowings.
** Calculated as net debt/earnings before exceptional items, interest, tax, depreciation and amortisation.
*** Calculated as net debt/market capitalisation as at 31 December.
2021
114.4
n/a
n/a
2020
97.2
n/a
n/a
25 SHARE CAPITAL
a. Allotted, called up and fully paid up
Issued and fully paid ordinary shares
(nominal value of 10.0p each)
At 1 January
Cancelled under share buyback
At 31 December
2021
Number
2020
Number
2021
£m
2020
£m
393,274,393
399,132,736
(9,422,455)
(5,858,343)
383,851,938
393,274,393
39.4
(0.9)
38.5
40.0
(0.6)
39.4
b. Share buyback programme
During 2021, the Company repurchased 9,422,455 (2020 – 5,858,343) of its own shares through purchases on the London
Stock Exchange, at a cost of £80.5m (2020 – £29.8m). The shares repurchased during the year were cancelled, with none
held within treasury shares at the end of the reporting period. An amount of £0.9m (2020 – £0.6m), equivalent to the nominal
value of the cancelled shares, has been transferred to the capital redemption reserve. Costs of £nil (2020 – £1.6m)
associated with the transfer to the Company of the repurchased shares and their subsequent cancellation have been
charged to the profit and loss reserve.
c. Substantial shareholdings
Details of substantial interests in the Company’s issued ordinary share capital received by the Company at 24 February 2022
under the provisions of the Companies Act 2006 have been disclosed in the significant shareholdings section of the
Corporate Governance Report.
d. Share options
At 31 December 2021, options to acquire ordinary shares of 10.0p each in the Company up to the following numbers under
the schemes below were outstanding as follows:
Number of ordinary shares of 10.0p each
Exercisable until
The Inchcape SAYE Share Option Scheme – approved
38,901
395,057
1,299,662
335,272
1 May 2022
1 May 2023
1 May 2024
1 May 2025
Option price
(£)
5.54
4.59
3.77
7.31
Included within the retained earnings reserve are 349,149 (2020 – 167,312) ordinary shares in the Company held by the
Inchcape Employee Trust, a general discretionary trust whose beneficiaries include current and former employees of the
Group and their dependants. The book value of these shares at 31 December 2021 was £2.6m (2020 – £1.0m). The market
value of these shares at both 31 December 2021 and 24 February 2022 was £3.2m and £2.5m respectively (31 December
2020 – £1.1m, 24 February 2021 – £1.2m).
178
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
26 OTHER RESERVES
At 1 January 2020
Cash flow hedges:
– Fair value movements
– Reclassified and reported in inventories
Other fair value movements
Tax on above items
Other currency translation differences
At 1 January 2021
Cash flow hedges:
– Fair value movements
– Reclassified and reported in inventories
Other fair value movements
Tax on above items
Transfers
Other currency translation differences
At 31 December 2021
1. See note 35.
Fair value
through OCI
reserve
£m
–
–
–
(2.7)
0.3
–
Translation
reserve
(restated)1
£m
(174.2)
Hedging
reserve
£m
(16.2)
Total other
reserves
(restated)1
£m
(190.4)
–
–
–
–
(51.5)
(4.8)
1.5
–
(0.6)
–
(4.8)
1.5
(2.7)
(0.3)
(51.5)
(2.4)
(225.7)
(20.1)
(248.2)
–
–
1.6
–
0.7
–
–
–
–
–
(0.3)
5.2
18.0
(0.9)
–
(2.8)
(0.4)
–
18.0
(0.9)
1.6
(2.8)
–
5.2
(0.1)
(220.8)
(6.2)
(227.1)
The effect of foreign exchange rate changes includes a loss of £108.2m (2020 – gain of £8.4m) on the sale and liquidation
of overseas subsidiaries that has been reclassified to the consolidated income statement in accordance with IAS 21 "The
effects of changes in foreign exchange rates".
Fair value through OCI reserve
For investments in equity instruments that are measured at fair value through other comprehensive income, changes in
fair value are recognised through OCI. Fair value movements are never recycled to the income statement, even if the
underlying asset is sold, impaired or otherwise derecognised.
Translation reserve
The translation reserve is used to record foreign exchange rate changes relating to the translation of the results of foreign
subsidiaries arising after 1 January 2004. It is also used to record foreign exchange differences arising on long-term foreign
currency borrowings used to finance or hedge foreign currency investments.
Hedging reserve
For cash flow hedges that meet the conditions for hedge accounting, the portion of the gains or losses on the hedging
instrument that are determined to be an effective hedge are recognised directly in shareholders’ equity. When the hedged
firm commitment results in the recognition of a non-financial asset or liability then, at the time the asset or liability is
recognised, the associated gains or losses that had previously been recognised in shareholders’ equity are included in
the initial measurement of the acquisition cost or other carrying amount of the asset or liability.
27 RETAINED EARNINGS
At 1 January
Adjustment for IFRIC (“SaaS”)
At 1 January (restated)1
Total comprehensive income/(loss) attributable to owners of the parent for the year:
– Profit/(loss) for the year
– Actuarial gains on defined pension benefits (see note 5)
– Tax charged to reserves
Total comprehensive income/(loss) for the year
Share-based payments, net of tax
Share buyback programme
Purchase of own shares by Inchcape Employee Trust
Dividends paid (see note 10)
At 31 December
1. See note 35.
2021
£m
962.8
–
962.8
117.0
58.2
(0.4)
174.8
10.0
(80.5)
(6.2)
(52.2)
2020
£m
1,141.4
(20.9)
1,120.5
(142.0)
14.8
(2.8)
(130.0)
3.7
(31.4)
–
–
1,008.7
962.8
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
179
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
28 NOTES TO THE CONSOLIDATED STATEMENT OF CASH FLOWS
a. Reconciliation of cash generated from operations
Cash flows from operating activities
Operating profit/(loss)
Exceptional items (see note 2)
Amortisation of intangible assets (including non-exceptional impairment charges)
Depreciation of property, plant and equipment (including non-exceptional impairment charges)
Depreciation of right-of-use assets (including non-exceptional impairment charges)
Profit on disposal of property, plant and equipment
Impairment of held for sale assets
Gain on disposal of right-of-use assets
Share-based payments charge
Decrease in inventories
Decrease in trade and other receivables
Decrease in trade and other payables
Increase in provisions
Pension contributions (more)/less than the pension charge for the year1
Decrease in interest in leased vehicles
Payments in respect of operating exceptional items
Other non-cash items
Cash generated from operations
1. Includes additional payments of £3.7m (2020 – £3.7m).
b. Net debt reconciliation
Liabilities from financing activities
Assets
Net debt at 1 January 2020
Cash flows
Acquisitions
Disposals
New lease liabilities
Transferred to liabilities held for sale
Foreign exchange adjustments
Net debt at 1 January 2021
Cash flows
Acquisitions
Disposals
New lease liabilities
Transferred to liabilities held for sale
Foreign exchange adjustments
Borrowings
£m
(276.3)
66.1
–
–
–
–
0.2
Leases
£m
(352.8)
57.4
(1.1)
–
(35.7)
1.0
(1.6)
Sub-total
£m
(629.1)
123.5
(1.1)
–
(35.7)
1.0
(1.4)
(210.0)
(332.8)
(542.8)
12.7
(12.7)
–
–
–
–
59.3
(1.9)
10.1
(68.3)
(1.3)
10.8
72.0
(14.6)
10.1
(68.3)
(1.3)
10.8
Net funds at 31 December 2021
(210.0)
(324.1)
(534.1)
Cash/bank
overdrafts
£m
379.2
55.3
(31.5)
73.5
–
–
(0.2)
476.3
121.5
(20.2)
76.2
–
–
(65.0)
588.8
180
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
2021
£m
2020
£m
226.9
101.2
13.1
30.9
51.0
(4.8)
1.5
(0.9)
8.4
36.3
29.7
(22.3)
10.5
(5.5)
3.9
(12.0)
1.3
469.2
(93.0)
257.1
14.2
35.3
54.0
–
–
(1.6)
3.3
351.0
124.4
(413.0)
5.1
3.3
15.9
(24.3)
1.5
333.2
Total
net debt
£m
(249.9)
178.8
(32.6)
73.5
(35.7)
1.0
(1.6)
(66.5)
193.5
(34.8)
86.3
(68.3)
(1.3)
(54.2)
54.7
28 NOTES TO THE CONSOLIDATED STATEMENT OF CASH FLOWS CONTINUED
Net funds/(debt) is analysed as follows:
Cash and cash equivalents as per the statement of financial position
Cash and cash equivalents included in disposal groups held for sale
Borrowings – disclosed as current liabilities
Cash and cash equivalents as per the statement of cash flows
Debt financing
Borrowings – disclosed as non-current liabilities
Lease liabilities
Debt financing
Net funds/(debt)
Add back: lease liabilities
Net cash
2021
£m
596.4
–
(7.6)
588.8
(210.0)
(324.1)
(534.1)
54.7
324.1
378.8
2020
£m
481.2
1.2
(6.1)
476.3
(210.0)
(332.8)
(542.8)
(66.5)
332.8
266.3
29 ACQUISITIONS AND DISPOSALS
a. Acquisitions
On 1 March 2021, the Group acquired the Mercedes-Benz passenger and commercial vehicles distribution operations
in Guatemala, and the distribution and retail of Freightliner Trucks in Guatemala and El Salvador, from Grupo Q, for a total
cash consideration of £5.5m. A distribution agreement with a fair value of £2.8m has been recognised at the date of
acquisition. The business was acquired to strengthen and further expand the Group’s partnership with Daimler-Mercedes-
Benz in Central and South America. Goodwill of £1.0m arose on the acquisition. None of the goodwill is expected to be
deductible for tax purposes.
On 1 December 2021, the Group acquired the full share capital of Morrico Equipment Holdings Inc, a distributor of new
and used heavy equipment vehicles, including Freightliner, Mercedes-Benz and Hyundai, in Guam and Micronesia for
a total cash consideration of £26.8m, including the settlement of £12.7m of debt acquired. The business was acquired
to expand the Group’s footprint into commercial vehicles in the region. Provisional goodwill of £16.5m arose on the
acquisition. The goodwill is expected to be deductible for tax purposes.
Revenue and profit contribution
Income statement items
Revenue recognised since the acquisition date in the consolidated income statement
Profit after tax since the acquisition date in the consolidated income statement
Total
£m
13.5
0.3
Other acquisitions
During the period, the Group acquired inventory assets from Star Motors SA de CV, a company registered in El Salvador, as
well as the Daimler Trucks North America distribution rights in Ecuador and the distribution rights to Daimler vans in
Colombia. The total cost of these acquisitions was £2.3m.
Cash outflow to acquire businesses, net of cash and overdrafts acquired
Cash consideration
Less: Cash acquired
Net cash outflow
2021
£m
21.9
(1.7)
20.2
2020
£m
31.5
–
31.5
In December 2021, the Group announced an agreement to acquire Interamericana Trading Corporation and Simpson
Motors, a business based in the Caribbean. The deal will expand Inchcape’s global footprint with entry into the Caribbean,
and will also strengthen the Group’s geographic reach with Suzuki, Mercedes-Benz and Subaru. The transaction remains
subject to customary conditions, including receipt of local regulatory approvals, with completion anticipated in H1 2022.
Measurement period adjustments
During the year, no adjustments have been made to the fair value of assets and liabilities acquired in business
combinations in 2020 (2020 – £0.7m).
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
181
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
29 ACQUISITIONS AND DISPOSALS CONTINUED
b. Disposals
During the year the Group continued to reduce its retail operations and disposed of its Toyota and Audi retail business
in St Petersburg, Russia, generating disposal proceeds of £109.6m. In Belgium, the Group disposed of three retail sites,
generating disposal proceeds of £1.9m and two sites in the UK, generating disposal proceeds of £10.1m. The Group also
disposed of its Retail business in Luxembourg in January 2021 for £4.5m.
Disposal proceeds, net of disposal costs
Net assets disposed of
Gain on disposal before reclassification of foreign currency
translation reserve
Recycling of foreign currency translation reserve
(Loss)/gain on disposal
Consideration received, net of disposal costs paid
Cash & cash equivalents disposed of
Net cash inflow on disposal of business
Russia Retail
UK Retail
£m
107.5
(71.3)
36.2
(108.0)
(71.8)
£m
9.4
(8.1)
1.3
–
1.3
Belgium &
Luxembourg
£m
6.4
(3.3)
3.1
0.1
3.2
Russia Retail
UK Retail
£m
107.5
(46.0)
61.5
£m
9.4
–
9.4
Belgium &
Luxembourg
£m
6.4
(1.1)
5.3
Total
£m
123.3
(82.7)
40.6
(107.9)
(67.3)
Total
£m
123.3
(47.1)
76.2
None of these disposals are material enough to be shown as discontinued operations on the face of the consolidated
income statement as they do not represent a major line of business or geographical area of operations.
c. 2020 acquisitions and disposals
On 24 March 2020, the Group acquired the Mercedes-Benz passenger car and private vans Distribution operations in
Colombia from Daimler Colombia S.A., for a total cash consideration of £27.1m. A distribution agreement with a fair value
of £14.2m has been recognised at the date of acquisition. The business was acquired to strengthen the Group’s partnership
with Daimler-Mercedes-Benz in South America and follows on from the acquisition on 2 December 2019 of Autolider, the
distributor of certain Daimler brands such as Mercedes-Benz passenger and commercial vehicles, Freightliner and Fuso
in Uruguay and Mercedes-Benz passenger and commercial vehicles in Ecuador.
On 31 July 2020, the Group was awarded the Daimler Distribution contract in El Salvador and entered into an asset
purchase agreement to acquire assets from the exiting distributor, with a cash purchase price at completion of £0.8m.
During the year, the Group also entered into distribution contracts with BMW to distribute the MINI and Motorrad brands in
Peru and the MINI brand in Chile. The total cost of these acquisitions was £3.6m. Total goodwill arising on the transactions
was £0.5m.
During 2020, the Group continued to optimise its UK Retail portfolio and disposed of 13 sites, generating disposal proceeds
of £59.5m. In Australia, two further sites in our Retail business were disposed of in February 2020, generating disposal
proceeds of £6.1m. The Group also received deferred consideration of £7.9m and incurred £0.4m of costs relating to the
disposal of Retail operations in China in 2019.
30 GUARANTEES AND CONTINGENCIES
Guarantees
Letters of credit
Contingent liabilities
2021
£m
25.8
20.0
6.4
52.2
2020
£m
(Restated)1
29.3
19.0
9.2
57.5
1. The comparative has been restated to remove guarantees incorrectly disclosed of £13.6m.
Letters of credit act as a guarantee, from one of the Group’s banking relationships to another bank, for payments made by
the Group to a specified third party.
The Group also has, in the ordinary course of business, commitments under foreign exchange instruments relating to the
hedging of transactional exposures (see note 24).
182
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
30 GUARANTEES AND CONTINGENCIES CONTINUED
Franked Investment Income Group Litigation Order
Inchcape is a participant in an action in the United Kingdom against HMRC in the Franked Investment Income Group
Litigation Order (“FII GLO”). As at 31 December 2021 there were 18 corporate groups in the FII GLO. The action concerns
the treatment for UK corporation tax purposes of profits earned overseas and distributed to the UK.
HMRC was previously granted leave to appeal a number of items at the Supreme Court. These appeals were dealt with
in two hearings and the judgments were handed down on 20 November 2020 and 23 July 2021. As previously reported,
the Supreme Court has returned the test case to the High Court to establish when the claimant could have reasonably
discovered the mistake about the UK tax treatment of such profits. No date has yet been set for the High Court hearing.
Therefore, resolution of the test case in the FII GLO remains incomplete. As at 31 December 2021, no further receipts have
been recognised in relation to the balance of Inchcape’s claim in the FII GLO due to the uncertainty of the eventual
outcome, given that the test case has not yet completed nor has Inchcape’s specific claim been heard by the Courts.
Other matter
We note that a class action has been brought against our subsidiary, Subaru (Aust) Pty Limited, in connection with the
global Takata airbag inflator recall. Subaru (Aust) Pty Limited has, with a number of other named defendants, agreed
to settle the matter, but this is still subject to court endorsement expected in early 2022. While the proposed settlement
sum is confidential, the Group’s liability under the proposed settlement is not material.
31 COMMITMENTS
a. Capital commitments
Contracts placed for future capital expenditure at the balance sheet date but not yet incurred are as follows:
Property, plant and equipment
2021
£m
10.0
b. Lease commitments
Operating lease commitments – Group as lessee
Future minimum lease payments for short-term leases under non-cancellable operating leases are as follows:
Within one year
2021
£m
3.2
2020
£m
12.7
2020
£m
2.8
Operating leases – Group as lessor
The Group has entered into non-cancellable operating leases on a number of its vehicles and certain properties.
These leases have varying terms, escalation clauses and renewal rights and are not individually significant to the Group.
Future minimum lease payments receivable under non-cancellable operating leases are as follows:
Within one year
Between one and five years
After five years
2021
£m
1.5
2.1
0.7
4.3
2020
£m
1.9
2.3
–
4.2
Sub-lease receivables – Group as lessor
The Group has entered into sub-leases for a number of properties and other assets. As the lease term represents a major
proportion of the underlying asset’s useful life, the associated right-of-use asset has been derecognised and replaced with
a sub-lease receivable. Future minimum lease payments receivable under sub-leases, together with the present value of
the net minimum lease payments receivable (included within trade and other receivables), are as follows:
Minimum lease payments receivable:
– Within one year
– Between one and five years
– After five years
Total minimum lease payments receivable
Less: Unearned finance income
Present value of sub-lease receivables
2021
£m
2.3
7.6
10.2
20.1
(4.3)
15.8
2020
£m
1.9
7.1
11.5
20.5
(4.8)
15.7
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
183
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
31 COMMITMENTS CONTINUED
c. Residual value commitments
The Group has entered into agreements with leasing companies and other third parties to repurchase vehicles for
a specified value at a predetermined date as follows:
Vehicles subject to residual value commitments
1. The comparative has been restated to include additional commitments previously undisclosed of £48.8m.
2021
£m
79.7
2020
£m
(Restated)1
77.8
Residual value commitments comprise the total repurchase liability on all vehicles where the Group has a residual value
commitment. These commitments are largely expected to be settled over the next three years.
Where the repurchase commitment is in respect of a vehicle sold by the Group, the repurchase commitment is included
within trade and other payables. Included within the above are £1.6m (2020 – £0.4m) of residual value commitments that
are included within ‘trade and other payables’.
32 RELATED PARTY DISCLOSURES
a. Trading transactions
Intra-group transactions have been eliminated on consolidation and are not disclosed in this note. Details of transactions
between the Group and other related parties are disclosed below:
Other income paid to related parties
Transactions
Amounts outstanding
2021
£m
1.2
2020
£m
1.2
2021
£m
–
2020
£m
–
All of the transactions arise in the ordinary course of business and are on an arm’s length basis. The amounts outstanding
are unsecured and will be settled in cash. There have been no guarantees provided or received for any related party
receivables. The Group has not raised any provision for doubtful debts relating to amounts owed by related parties (2020 –
£nil).
b. Compensation of key management personnel
The remuneration of the Board of Directors and the Executive Committee was as follows:
Wages and salaries
Post-retirement benefits
Compensation for loss of office
Share-based payments
2021
£m
9.3
0.4
0.4
2.9
13.0
2020
£m
4.9
0.3
0.9
0.5
6.6
The remuneration of the Directors and other key management is determined by the Remuneration Committee having
regard to the performance of individuals and market trends. Further details of emoluments paid to the Directors are
included in the Directors’ Report on Remuneration.
33 FOREIGN CURRENCY TRANSLATION
The main exchange rates used for translation purposes are as follows:
Australian dollar
Chilean peso
Ethiopian birr
Euro
Hong Kong dollar
Russian rouble
Singapore dollar
US dollar
Average rates
Year-end rates
2021
1.84
2020
1.87
2021
1.86
1,043.46
1,024.2
1,152.93
60.21
1.16
10.69
101.55
1.85
1.38
45.18
1.13
10.01
94.11
1.78
1.29
66.81
1.19
10.55
101.43
1.82
1.35
2020
1.78
973.00
52.91
1.12
10.59
101.21
1.81
1.37
184
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
34 EVENTS AFTER THE REPORTING PERIOD
On 15 February 2022, the Group’s contract with a broker to purchase its own shares completed. A further 2,189,677 shares
were repurchased, at a cost of £19.5m, and subsequently cancelled during this period. An amount of £0.2m, equivalent
to the nominal value of the cancelled shares, has been transferred to the capital redemption reserve.
35 RESTATEMENT FOLLOWING CHANGE IN ACCOUNTING POLICY RELATING TO THE RECOGNITION OF CONFIGURATION
AND CUSTOMISATION COSTS IN RESPECT OF SOFTWARE AS A SERVICE
The principal restatements as a result of the change in accounting policy are set out in the following tables. The tables
show the adjustments recognised for each individual line item as at 31 December 2020. Line items that were not affected
by the changes have not been included. As a result, the sub-totals and totals disclosed cannot be recalculated from
the numbers provided.
The impacts on the consolidated income statement are:
Net operating expenses
Operating loss
Loss before tax
Tax
Loss for the year
Year to
31 Dec 2020
£m
(969.4)
(91.6)
(128.2)
(9.0)
(137.2)
Year to
31 Dec 2020
(restated)
£m
(970.8)
(93.0)
(129.6)
(9.5)
(139.1)
IFRIC
£m
(1.4)
(1.4)
(1.4)
(0.5)
(1.9)
The impacts on the consolidated statement of financial position are:
Non-current assets
Intangible assets
Deferred tax
As at 1 Jan
2020
£m
577.9
58.3
As at 1 Jan
2020
(restated)
£m
As at 31 Dec
2020
£m
554.4
60.9
450.2
68.6
IFRIC
£m
(23.5)
2.6
As at 31 Dec
2020
(restated)
£m
425.8
70.5
IFRIC
£m
(24.4)
1.9
Net assets
1,298.6
(20.9)
1,277.7
1,083.7
(22.5)
1,061.2
Equity
Other reserves
Retained earnings
(190.4)
1,141.4
–
(190.4)
(20.9)
1,120.5
(248.5)
985.6
0.3
(22.8)
(248.2)
962.8
Total equity
1,298.6
(20.9)
1,277.7
1,083.7
(22.5)
1,061.2
The impacts on the consolidated statement of cash flows are:
Cash generated from operating activities
Cash generated from operations
Net cash generated from operating activities
Cash generated from investing activities
Purchase of intangible assets
Net cash generated from investing activities
Year to
31 Dec 2020
£m
338.8
254.8
Year to
31 Dec 2020
(restated)
£m
333.2
249.2
IFRIC
£m
(5.6)
(5.6)
(20.1)
2.4
5.6
5.6
(14.5)
8.0
Cash and cash equivalents at the end of the year
476.3
–
476.3
See note 1 for details of the change in accounting policies arising from the adoption of the IFRS Interpretations Committee’s
agenda decision on cloud computing arrangements.
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
185
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
ALTERNATIVE PERFORMANCE MEASURES
ALTERNATIVE PERFORMANCE MEASURES (APMS)
The Group assesses its performance using a variety of alternative performance measures which are not defined under
International Financial Reporting Standards. These provide insight into how the Board and Executive Committee monitor
the Group’s strategic and financial performance, and provide useful information on the trends, performance and position
of the Group.
The Group’s income statement and segmental analysis identify separately adjusted measures and exceptional items.
These adjusted measures reflect adjustments to IFRS measures. The Directors consider these adjusted measures to be an
informative additional measure of the ongoing trading performance of the Group. Adjusted results are stated before
exceptional items.
Exceptional items can include gains or losses on the disposal of businesses, restructuring of businesses, acquisition costs,
asset impairments and the tax effects of these items. Exceptional items excluded from adjusted results can evolve from
one financial period to the next depending on the nature of exceptional items or one off type activities.
Constant currency
Some comparative performance measures are translated at constant exchange rates, called ‘constant currency’
measures. This restates the prior period results at a common exchange rate to the current period and therefore excludes
the impact of changes in exchange rates used for translation.
Performance measure
Definition
Why we measure it
Gross profit before
exceptional items
Gross profit before exceptional items.
Refer to the consolidated income statement.
A key metric of the direct profit
contribution from the Group’s revenue
streams (e.g. Vehicles and Aftersales).
Operating profit before
exceptional items
Operating profit before exceptional items.
Refer to the consolidated income statement.
A key metric of the Group’s business
performance.
Operating margin
Operating profit (before exceptional items) divided
by revenue.
Profit before tax and
exceptional items
Exceptional items
Represents the profit made after operating and interest
expense excluding the impact of exceptional items
and before tax is charged. Refer to consolidated
income statement.
Items that are charged or credited in the consolidated
income statement which are material and non-
recurring in nature. Refer to note 2.
Net capital
expenditure
Free cash flow
Return on capital
employed (ROCE)
Net funds/(debt)
Net cash
Cash outflows from the purchase of property, plant
and equipment and intangible assets less the
proceeds from the disposal of property, plant and
equipment and intangible assets.
Net cash flows from operating activities, before
exceptional cash flows, less normalised net capital
expenditure and dividends paid to non-controlling
interests.
Operating profit (before exceptional items) divided
by the average of opening and closing capital
employed, where capital employed is defined
as net assets add net debt/less net funds.
Cash and cash equivalents less borrowings and lease
liabilities adjusted for the fair value of derivatives that
hedge interest rate or currency risk on borrowings.
Refer to note 28.
Cash and cash equivalents less borrowings adjusted
for the fair value of derivatives that hedge interest
rate or currency risk on borrowings and before the
incremental impact of IFRS 16 lease liabilities. Refer
to note 28.
Constant currency
% change
Presentation of reported results compared to prior
period translated using constant rates of exchange.
A key metric of operational efficiency,
ensuring that we are leveraging global
scale to translate sales growth into profit.
A key driver of delivering sustainable and
growing earnings to shareholders.
The separate reporting of exceptional
items helps provide additional useful
information regarding the Group’s
business performance and is consistent
with the way that financial performance
is measured by the Board and
the Executive Committee.
A measure of the net amount invested in
operational facilities in the period.
A key driver of the Group’s ability to
‘Invest to Accelerate Growth’ and to
make distributions to shareholders.
ROCE is a measure of the Group’s ability
to drive better returns for investors on the
capital we invest.
A measure of the Group’s net
indebtedness that provides an indicator
of the overall balance sheet strength.
A measure of the Group’s net
indebtedness that provides an indicator
of the overall balance sheet strength and
is widely used by external parties.
A measure of business performance
which excludes the impact of changes in
exchange rates used for translation.
Organic growth
Organic growth is defined as sales growth in operations
that have been open for at least a year at constant
foreign exchange rate.
A measure of underlying business
performance which excludes the impact
of acquisition and disposals in the period.
186
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
APMS: Reconciliation of income statement measures
Gross Profit
Add back: Exceptional items charged to gross profit
Gross Profit before exceptional items
Less: Segment operating expenses
Operating Profit (before exceptional Items)
Less: Exceptional items
Operating Profit/(Loss)
Less: Net Finance Costs
Profit Before Tax
Add back: Exceptional Items
Profit Before Tax & Exceptional Items
APMS: Reconciliation of cash flow measures
Net cash generated from operating activities
Add back: Payments in respect of exceptional items
Net cash generated from operating activities, before
exceptional items
Purchase of property, plant and equipment
Purchase of intangible assets
Proceeds from disposal of property, plant and equipment
Net capital expenditure
Net payment in relation to leases
Dividends paid to non-controlling interests
Free cash flow
APMS: Reconciliation of balance sheet measures
Operating profit/(loss)
Exceptional items
Operating profit (before exceptional items)
Net assets
Less (net funds)/add net debt
Capital employed
Effect of averaging
Average capital employed
Return on capital employed
Net funds/(net debt)
Add back: lease liabilities
Net cash
1. See note 35.
2021
£m
(48.5)
(16.1)
24.6
2021
£m
377.0
12.0
389.0
(40.0)
(57.0)
(3.0)
289.0
2021
£m
1,140.9
–
1,140.9
(812.8)
328.1
(101.2)
226.9
(32.1)
194.8
101.2
296.0
2020
(restated)!
£m
877.8
11.6
889.4
(725.3)
164.1
(257.1)
(93.0)
(36.6)
(129.6)
257.1
127.5
2020
(restated)!
£m
2020
(restated)!
£m
249.2
24.3
273.5
(35.2)
(56.7)
(4.3)
177.3
2020
(restated)!
£m
(93.0)
257.1
164.1
1,061.2
66.5
1,127.7
200.0
1,327.7
12.4%
2020
£m
(66.5)
332.8
266.3
(27.4)
(14.5)
6.7
2021
£m
226.9
101.2
328.1
1,130.5
(54.7)
1,075.8
26.0
1,101.8
29.8%
2021
£m
54.7
324.1
378.8
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
187
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
FIVE YEAR RECORD
The information presented in the table below is prepared in accordance with IFRS, as in issue and effective at that year
end date.
Consolidated income statement
Revenue
2021
£m
2020
£m
2019
£m
2018
£m
2017
£m
7,640.1
6,837.8
9,379.7
9,277.0
8,953.3
Operating profit before exceptional items
Operating exceptional items
Operating profit/(loss)
Share of profit after tax of joint ventures
and associates
Profit/(loss) before finance and tax
Net finance costs before exceptional items
Exceptional finance costs
Profit/(loss) before tax
Tax before exceptional tax
Exceptional tax
Profit/(loss) after tax
Non-controlling interests
Profit/(loss) for the year
Basic:
– Profit/(loss) before tax
– Earnings/(loss) per share (pence)
Adjusted (before exceptional items):
– Profit before tax
– Earnings per share (pence)
Dividends per share – interim paid and final
proposed (pence)
328.1
(101.2)
226.9
–
226.9
(32.1)
–
194.8
(71.6)
(1.3)
121.9
(4.9)
117.0
194.8
30.0p
296.0
56.2p
22.5p
164.1
(257.1)
(93.0)
–
(93.0)
(36.6)
–
(129.6)
(33.7)
24.2
(139.1)
(2.9)
(142.0)
(129.6)
(36.0)p
127.5
23.1p
373.1
75.5
448.6
0.3
448.9
(47.1)
–
401.8
(75.6)
2.5
328.7
(5.8)
322.9
401.8
79.0p
326.3
59.9p
398.6
(223.7)
174.9
0.1
175.0
(48.1)
(13.9)
113.0
(79.1)
5.5
39.4
(7.0)
32.4
113.0
7.8p
350.6
63.8p
406.6
(12.6)
394.0
–
394.0
(25.0)
–
369.0
(96.1)
2.7
275.6
(7.9)
267.7
369.0
64.6p
381.6
66.7p
6.9p
26.8p
26.8p
26.8p
Consolidated statement of financial position
Non-current assets
1,464.3
1,479.6
1,773.2
2,056.0
1,641.0
Other assets less (liabilities) excluding net
(debt) / funds
Capital employed
Net funds/(debt)
Net assets
Equity attributable to owners of the parent
Non-controlling interests
Total equity
(388.5)
1,075.8
54.7
1,130.5
1,108.9
21.6
1,130.5
(351.9)
1,127.7
(66.5)
1,061.2
1,041.9
19.3
1,061.2
(224.7)
1,548.5
(249.9)
1,298.6
1,278.3
20.3
1,298.6
(248.4)
1,807.6
(445.9)
1,361.7
1,338.4
23.3
1,361.7
(273.3)
1,367.7
80.2
1,447.9
1,427.3
20.6
1,447.9
188
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2021
Non-current assets
Intangible assets
Property, plant and equipment
Investment in subsidiaries
Deferred tax assets
Trade and other receivables – amounts falling due after more than one year
Current assets
Current tax assets
Trade and other receivables – amounts due within one year
Cash and cash equivalents
Total assets
Current liabilities
Trade and other payables – amounts falling due within one year
Non-current liabilities
Trade and other payables – amounts falling due after more than one year
Total liabilities
Net assets
Equity
Share capital
Share premium
Capital redemption reserve
Retained earnings
Total shareholders’ funds
Notes
3
4
5
10
6
6
7
8
9
12
2021
£m
2.6
0.6
2020
£m
8.1
1.5
1,565.3
1,565.7
8.5
210.4
1,787.4
5.3
6.1
0.9
12.3
1,799.7
(53.7)
(53.7)
(1,110.3)
(1,110.3)
(1,164.0)
635.7
38.5
146.7
142.1
308.4
635.7
–
210.5
1,785.8
2.6
6.5
1.1
10.2
1,796.0
(22.1)
(22.1)
(974.0)
(974.0)
(996.1)
799.9
39.4
146.7
141.2
472.6
799.9
The Company reported a loss for the financial year ended 31 December 2021 of £33.7m (2020 – a profit of £105.0m).
The financial statements on pages 189 to 205 were approved by the Board of Directors on 25 February 2022 and were
signed on its behalf by:
DUNCAN TAIT
GROUP CHIEF EXECUTIVE
GIJSBERT DE ZOETEN
CHIEF FINANCIAL OFFICER
Registered Number: 609782
Inchcape plc
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
189
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2021
At 1 January 2020
Profit for the year
Total comprehensive income
for the year
Dividends
Share buyback programme
Share-based payments, net of tax
At 1 January 2021
Loss for the year
Total comprehensive loss
for the year
Dividends
Share buyback programme
Net purchase of own shares by the
Inchcape Employee Trust
Share-based payments, net of tax
At 31 December 2021
Notes
Share
capital
£m
40.0
Share
premium
£m
146.7
Capital
redemption
reserve
£m
140.6
Retained
earnings
£m
395.7
Total
£m
723.0
13
12
13
12
–
–
–
(0.6)
–
39.4
–
–
–
(0.9)
–
–
–
–
–
–
–
–
–
–
0.6
–
105.0
105.0
105.0
105.0
–
(31.4)
3.3
–
(31.4)
3.3
146.7
141.2
472.6
799.9
–
–
–
–
–
–
–
–
–
0.9
–
–
(33.7)
(33.7)
(33.7)
(33.7)
(52.2)
(80.5)
(6.2)
8.4
(52.2)
(80.5)
(6.2)
8.4
38.5
146.7
142.1
308.4
635.7
Share-based payments include a net tax charge of £nil (2020 – £nil).
190
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
ACCOUNTING POLICIES
GENERAL INFORMATION
These financial statements are prepared for Inchcape plc (the Company) for the year ended 31 December 2021. The
Company is the ultimate parent entity of the Inchcape Group (the Group) and acts as the holding company of the Group.
BASIS OF PREPARATION
These financial statements were prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure
Framework (FRS 101).
The financial statements are prepared under the historical cost convention in accordance with the Companies Act 2006.
As permitted by Section 408 of the Companies Act 2006, no separate profit and loss account or statement of
comprehensive income is presented for the Company.
The Company does not have any critical accounting judgements. The valuation of the Company’s investments is a key
source of estimation uncertainty. The Company’s net assets were lower than its market capitalisation on 31 December 2021
and the estimates of the recoverable amounts of the individual investments were in excess of their carrying values. As a
result, no impairment has been reflected. Other sources of estimation uncertainty most applicable to the Company do not
give rise to a significant risk of material adjustment to the carrying value of the Company’s assets and liabilities.
The Directors of Inchcape plc manage the Group’s risks at a group level rather than an individual business unit or company
level. Further information on these risks and uncertainties, in the context of the Group as a whole, are included within the
Group disclosures on pages 48 to 56.
The following exemptions from the requirements of IFRS have been applied in the preparation of these financial statements,
in accordance with FRS 101:
• Paragraphs 45(b) and 46 to 52 of IFRS 2, ‘Share-based payment’ (details of the number and weighted average exercise
price of share options, and how the fair value of goods and services received was determined)
• IFRS 7, ‘Financial Instruments: Disclosures’
• Paragraphs 91 to 99 of IFRS 13, ‘Fair value measurement’ (disclosure of valuation techniques and inputs used for fair value
measurement of assets and liabilities)
• Paragraph 38 of IAS 1, ‘Presentation of financial statements’ comparative information requirements in respect of:
– paragraph 73(e) of IAS 16, ‘Property, plant and equipment’;
– paragraph 118(e) of IAS 38, ‘Intangible assets’ (reconciliations between the carrying amount at the beginning and
end of the period)
• The following paragraphs of IAS 1, ‘Presentation of financial statements’:
– 10(d) (statement of cash flows),
– 10(f) (a statement of financial position as at the beginning of the preceding period when an entity applies an
accounting policy retrospectively or makes a retrospective restatement of items in its financial statements, or when
it reclassifies items in its financial statements),
– 16 (statement of compliance with all IFRS),
– 38A (requirement for minimum of two primary statements, including cash flow statements),
– 38B-D (additional comparative information),
– 40A-D (requirements for a third statement of financial position),
– 111 (cash flow statement information), and
– 134-136 (capital management disclosures)
• IAS 7, ‘Statement of cash flows’
• Paragraph 30 and 31 of IAS 8, ‘Accounting policies, changes in accounting estimates and errors’ (requirement for
the disclosure of information when an entity has not applied a new IFRS that has been issued but is not yet effective)
• Paragraph 17 of IAS 24, ‘Related party disclosures’ (key management compensation)
• The requirements in IAS 24, ‘Related party disclosures’ to disclose related party transactions entered into between
two or more members of a group.
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
191
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
ACCOUNTING POLICIES CONTINUED
GOING CONCERN
Having assessed the principal risks and the other matters discussed in connection with the viability statement, the Directors
have considered it appropriate to adopt the going concern basis of accounting in preparing the financial statements,
as described in the Directors’ Report of the consolidated Group Financial Statements.
FOREIGN CURRENCIES
Transactions in foreign currencies are translated into the functional currency at the rates of exchange prevailing at the
dates of the individual transactions. Monetary assets and liabilities in foreign currencies are translated into sterling at closing
rates of exchange and differences are taken to the income statement.
FINANCE COSTS
Finance costs consist of interest payable on the Private Placement borrowing. Costs are recognised as an expense,
calculated using the effective interest rate method, in the period in which they are incurred.
INVESTMENTS
Investments in subsidiaries are stated at cost, less provisions for impairment.
IMPAIRMENT
The Company’s accounting policies in respect of impairment of property, plant and equipment, intangible assets and
financial assets are consistent with those of the Group. The carrying values of investments in subsidiary undertakings are
reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists,
then the asset’s recoverable amount is estimated.
The Company’s impairment policies in relation to financial assets are consistent with those of the Group, with additional
consideration given to amounts owed by Group undertakings. Any provision for impairment of receivables is based on
lifetime expected credit losses. Lifetime expected credit losses are calculated by assessing historical credit loss experience,
adjusted for factors specific to the receivable and company.
OTHER INTANGIBLE ASSETS
Intangible assets, when acquired separately from a business (including computer software), are carried at cost less
accumulated amortisation and impairment losses. Costs comprise purchase price from third parties as well as internally
generated development costs where relevant. Amortisation is provided on a straight-line basis to allocate the cost of
the asset over its estimated useful life, which in the case of computer software is between five and eight years. Software
customisation and configuration costs relating to software not controlled by the Group are expensed over the period
such services are received.
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment is stated at cost less accumulated depreciation and impairment losses. Cost comprises
the purchase price and directly attributable costs of the asset and includes, where relevant, capitalised borrowing costs.
Depreciation is provided on a straight-line basis to allocate the cost of the asset over its estimated useful life, which in the
case of computer hardware is five years.
DEFERRED TAX
Deferred income tax is accounted for using the liability method in respect of temporary differences arising from differences
between the tax bases of assets and liabilities and their carrying amounts in the financial statements.
Deferred tax liabilities are recognised for all taxable temporary differences and deferred tax assets are recognised to the
extent that it is probable that taxable profits will be available against which deductible temporary differences can be
utilised. Such assets and liabilities are not recognised if the temporary difference is due to goodwill arising on a business
combination, or to an asset or liability, the initial recognition of which does not affect either taxable or accounting income.
Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries, except where
the Company is able to control the reversal of the temporary difference and it is probable that the temporary difference
will not reverse in the foreseeable future.
Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realised or the liability
is settled using rates enacted or substantively enacted at the end of the reporting period. Deferred tax is charged or
credited in the income statement, except when it relates to items credited or charged directly to shareholders’ equity,
in which case the deferred tax is also dealt with in shareholders’ equity.
Deferred tax assets and liabilities are only offset where there is a legally enforceable right of offset and there is an intention
to settle balances net.
192
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
SHARE CAPITAL
Ordinary shares are classified as equity.
Where the Company purchases its own equity share capital (treasury shares), the consideration paid is deducted from
shareholders’ funds until the shares are cancelled, reissued or disposed of. Where such shares are subsequently sold
or reissued, any consideration received is included in shareholders’ funds.
DIVIDENDS
Final dividends proposed by the Board of Directors and unpaid at the year-end are not recognised in the financial
statements until they have been approved by the shareholders at the Annual General Meeting. Interim dividends are
recognised when they are paid.
SHARE-BASED PAYMENTS
The Company operates various share-based award schemes. The fair value at the date at which the share-based awards
are granted is recognised in the income statement (together with a corresponding credit in shareholders’ equity) on a
straight-line basis over the vesting period, based on an estimate of the number of shares that will eventually vest. At the end
of each reporting period, the Company revises its estimates of the number of awards that are expected to vest. The impact
of any revision is recognised in the income statement with a corresponding adjustment to equity.
For equity-settled share-based awards, the services received from employees are measured by reference to the fair value
of the awards granted. With the exception of the Save As You Earn scheme, the vesting of all share-based awards under all
schemes is solely reliant upon non-market conditions, therefore no expense is recognised for awards that do not ultimately
vest. Where an employee cancels a Save As You Earn award, the charge for that award is recognised as an expense
immediately, even though the award does not vest.
The issue of shares by the Company to employees of its subsidiaries represents additional capital contributions. When
these costs are recharged to the subsidiary undertaking, the investment balance is reduced accordingly.
FINANCIAL INSTRUMENTS
The Company’s policies on the recognition, measurement and presentation of financial instruments under IFRS 7 are
the same as those set out in the Group’s accounting policies on pages 125 to 135.
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
193
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS
1 AUDITOR’S REMUNERATION
The Company incurred £0.1m (2020 – £0.1m) in relation to UK statutory audit fees for the year ended 31 December 2021.
2 DIRECTORS’ REMUNERATION
Wages and salaries
Social security costs
Pension costs
2021
£m
3.3
0.5
0.1
3.9
2020
£m
1.4
0.2
0.2
1.8
Further information on Executive Directors’ emoluments and interests is given in the Directors’ Report on Remuneration
which can be found on pages 84 to 103.
3 INTANGIBLE ASSETS
Cost
At 1 January 2021
Disposals
At 31 December 2021
Accumulated amortisation and impairment
At 1 January 2021
Amortisation charge for the year
Disposals
At 31 December 2021
Net book value at 31 December 2021
Net book value at 31 December 2020
Computer
software
£m
29.9
(4.0)
25.9
(21.8)
(2.9)
1.4
(23.3)
2.6
8.1
At 31 December 2021, assets under construction total £nil (2020 – £4.9m).
During the year, the Company sold £2.6m of intangible assets, at book value, to Inchcape Digital Limited, another
Group company.
4 PROPERTY, PLANT AND EQUIPMENT
Plant,
machinery
and
equipment
£m
1.8
(0.3)
(0.9)
(1.2)
0.6
1.5
Cost
At 1 January 2021 and at 31 December 2021
Accumulated depreciation and impairment
At 1 January 2021
Depreciation charge for the year
At 31 December 2021
Net book value at 31 December 2021
Net book value at 31 December 2020
194
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
5
INVESTMENT IN SUBSIDIARIES
Cost
At 1 January
Additions
Disposals
At 31 December
Provisions
At 1 January
Disposals
Impairment
At 31 December
Net book value
2021
£m
2020
£m
1,696.0
–
–
1,711.0
17.4
(32.4)
1,696.0
1,696.0
(130.3)
(134.1)
–
(0.4)
(130.7)
1,565.3
3.8
–
(130.3)
1,565.7
The Directors believe that the carrying value of the individual investments is supported by their underlying net assets.
An impairment charge of £0.4m was recognised in the year against the Company’s investment in Inchcape Finance
(Ireland) Limited, a subsidiary that was dissolved on 10 January 2022.
6 TRADE AND OTHER RECEIVABLES
Amounts due within one year
Amounts owed by Group undertakings
Other debtors
Amounts due after more than one year
Amounts owed by Group undertakings
Other debtors
2021
£m
5.8
0.3
6.1
210.0
0.4
210.4
Amounts owed by Group undertakings that are due within one year consist of current account balances that are
interest free and repayable on demand, as well as intercompany loans that bear interest at rates linked to source
currency base rates.
Amounts owed by Group undertakings that are due after more than one year bear interest at rates linked to source
currency base rates.
7 CASH AND CASH EQUIVALENTS
Cash and cash equivalents
8 TRADE AND OTHER PAYABLES – AMOUNTS FALLING DUE WITHIN ONE YEAR
Amounts owed to Group undertakings
Other creditors
Amounts owed to Group undertakings are interest free and repayable on demand.
2021
£m
0.9
2021
£m
47.7
6.0
53.7
2020
£m
6.2
0.3
6.5
210.0
0.5
210.5
2020
£m
1.1
2020
£m
17.5
4.6
22.1
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
195
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
9 TRADE AND OTHER PAYABLES – AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
Amounts owed to Group undertakings
Private Placement
2021
£m
900.3
210.0
1,110.3
2020
£m
764.0
210.0
974.0
Amounts owed to Group undertakings are repayable between one and five years and bear interest at rates linked to
source currency base rates.
In December 2016, the Group concluded a Private Placement transaction raising £210m to refinance existing US dollar
Private Placement borrowings which matured in May 2017. The amounts drawn under these facilities are as follows:
Maturity date
Amount drawn
Fixed rate coupon
10 DEFERRED TAX
Net deferred tax asset/(liabilities)
At 1 January 2020
Credited/(Charged) to the income statement
At 31 December 2020
Credited to the income statement
At 31 December 2021
May 2024
May 2027
May 2027
May 2029
£70m
2.85%
£30m
3.02%
£70m
3.12%
£40m
3.10%
Accelerated
tax
depreciation
Other timing
differences
Tax losses
£m
3.8
(3.8)
–
8.5
8.5
£m
(0.2)
0.2
–
–
–
£m
2.0
(2.0)
–
–
–
Total
£m
5.6
(5.6)
–
8.5
8.5
Deferred tax assets recognised are supported by those future taxable profits of the UK tax group, headed by the Company,
which are associated with the reversal of taxable temporary differences.
11 GUARANTEES
The Company is party to composite cross guarantees between banks and its subsidiaries. The Company’s exposure under
these guarantees at 31 December 2021 was £0.9m (2020 – £1.1m), equal to the carrying value of its cash and cash
equivalents at the end of the period (see note 7).
In addition, the Company has given performance guarantees in the normal course of business in respect of the obligations
of Group undertakings amounting to £119.0m (2020 – £293.1m).
12 SHARE CAPITAL
a. Allotted, called up and fully paid up
2021
Number
2020
Number
2021
£m
2020
£m
Issued and fully paid ordinary shares (nominal value of
10.0p each)
At 1 January
Cancelled under share buyback
At 31 December
393,274,393
399,132,736
(9,422,455)
(5,858,343)
383,851,938
393,274,393
39.4
(0.9)
38.5
40.0
(0.6)
39.4
b. Share buyback programme
During 2021, the Company repurchased 9,422,455 (2020 – 5,858,343) of its own shares through purchases on the London
Stock Exchange, at a cost of £80.5m (2020 – £29.8m). The shares repurchased during the year were cancelled, with none
held within treasury shares at the end of the reporting period. An amount of £0.9m (2020 – £0.6m), equivalent to the
nominal value of the cancelled shares, has been transferred to the capital redemption reserve. Costs of £nil (2020 – £1.6m)
associated with the transfer to the Company of the repurchased shares and their subsequent cancellation have been
charged to the profit and loss reserve.
196
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
12 SHARE CAPITAL CONTINUED
c. Substantial shareholdings
Details of substantial interests in the Company’s issued ordinary share capital received by the Company at 24 February 2022
under the provisions of the Companies Act 2006 have been disclosed in the significant shareholdings section of the
Corporate Governance Report.
d. Share options
At 31 December 2021, options to acquire ordinary shares of 10.0p each in the Company up to the following numbers under
the schemes below were outstanding as follows:
Number of ordinary shares of 10.0p each
Exercisable until
The Inchcape SAYE Share Option Scheme – approved
38,901
395,057
1,299,662
335,272
1 May 2022
1 May 2023
1 May 2024
1 May 2025
Option price
(£)
5.54
4.59
3.77
7.31
Included within the retained earnings reserve are 349,149 (2020 – 167,312) ordinary shares in the Company held by the
Inchcape Employee Trust, a general discretionary trust whose beneficiaries include current and former employees of the
Group and their dependants. The book value of these shares at 31 December 2021 was £2.6m (2020 – £1.0m). The market
value of these shares at both 31 December 2021 and 24 February 2022 was £3.2m and £2.5m respectively (31 December
2020 – £1.1m, 24 February 2021 – £1.2m).
e. Share-based remuneration
Inchcape plc has two employees, the Group Chief Executive and the Chief Financial Officer.
The terms and conditions of the Company’s share-based payment plans are detailed in the Directors’ Report on
Remuneration.
The charge arising from share-based transactions during the year was £1.2m (2020 – credit of £0.3m), all of which is
equity-settled.
The weighted average exercise price of shares exercised during the period was £0.10 (2020 – £0.10).
The weighted average remaining contractual life for the share options outstanding at 31 December 2021 is 2.3 years
(2020 – 3.3 years) and the exercise price for options outstanding at the end of the year was £3.77 (2020 – £3.77).
13 DIVIDENDS
The following dividends were paid by the Company:
Interim dividend for the six months ended 30 June 2021 of 6.4p per share
(30 June 2020 of nil per share)
Final dividend for the year ended 31 December 2020 of 6.9p per share
(31 December 2019 of nil per share)
2021
£m
2020
£m
25.1
27.1
52.2
–
–
–
A final proposed dividend for the year ended 31 December 2021 of 16.1p per share is subject to approval by shareholders at
the Annual General Meeting and has not been included as a liability as at 31 December 2021.
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
197
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
14 RELATED UNDERTAKINGS
In accordance with Section 409 of the Companies Act 2006 a full list of subsidiaries, associates and joint ventures
as at 31 December 2021 is shown below:
Subsidiaries
Name and registered address
Argentina
Torre Catalinas Plaza, Av. Eduardo Madero 900 Piso 17, Buenos Aires
Distribuidora Automotriz Argentina SA
Inchcape Argentina SA
Australia
Level 2, 4 Burbank Place, Baulkham Hills, NSW 2153
AutoNexus Pty Ltd
Bespoke Automotive Australia Pty Ltd
Inchcape Australia Ltd
Trivett Automotive Retail Pty Ltd
Inchcape European Automotive Pty Ltd
SMLB Pty Ltd
Subaru (Aust) Pty Ltd
TCH Unit Trust
Trivett Automotive Group Pty Ltd
Trivett Bespoke Automotive Pty Ltd
Trivett Classic Garage Pty Ltd
Trivett Classic Group Finance Pty Ltd
Trivett Classic Holdings Pty Ltd
Trivett Classic Pty Ltd
Trivett Motorcycles Pty Ltd
Trivett P/L
Trivett Tyres Pty Ltd
Inchcape Finance Australia Pty Limited
Inchcape Corporate Services Australia Pty Limited
Belgium
Leuvensesteenweg 369, 1932 Sint-Stevens-Woluwe
Autoproducts NV
Car Security NV
Toyota Belgium NV/SA
Boulevard Industriel 198, 1070 Anderlecht
Garage Francorchamps SA
Inchcape Retail Belgium
Brunei
KM3.6, Jalan Gadong, Bandar Seri Begawan
Champion Motors (Brunei) Sdn Bhd
NBT (Brunei) Sdn Bhd
NBT Services Sdn Bhd
Bulgaria
163 Tsarigradsko Shosse Str, Sofia
Inchcape Brokerage Bulgaria EOOD
TM Auto EOOD
Toyota Balkans EOOD
198
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
(i)
(ii)
(iii)
(iv)
Percentage
owned
100%
100%
100%
100%
100%
100%
100%
100%
90%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
70%
70%
70%
100%
100%
100%
14 RELATED UNDERTAKINGS CONTINUED
Name and registered address
Chile
Av. La Dehesa 265, Ciudad Santiago comuna Lo Barnechea Región Metropolitana
Percentage
owned
Mobility Services Chile SpA
Universal Motors SpA
Williamson Balfour Motors SpA
Williamson Balfour SA
Ruta 5 Norte #19100 Ciudad Santiago comuna Lampa Región Metropolitana
Hino Chile SA
Inchcape Camiones y Buses Chile SA
Avda. las Condes 11774, Vitacura, Santiago
Inchcape Latam Internacional SA
Inchcape Automotriz Chile SA
Indigo Chile Holdings SpA
Av. vitacura #5410, Vitacura, Santiago
Inchcape Commercial Chile SA
Colombia
Calle 99 N° 69c – 41 Bogotá
Inchcape Inversiones Colombia S.A.S
Inchcape Digital Delivery Centre Colombia S.A.S
Matrase SAS
Praco Didacol SAS
Inmobiliaria Inchcape Colombia S.A.S
Vuelta Grande a 150 metros de la Glorieta de Siberia via Cota-Chia CLIS BG34
Distribuidora Hino de Colombia SAS
Cook Islands
First Floor, BCI House, Avarua, Rarotonga
IB Enterprises Ltd
Costa Rica
La Uruca, de la Pozuelo 200 metros oeste, frente al Hospital Mexico
Arienda Express SA
Inchcape Protection Express
Vehiculos de Trabajo SA
Vistas de Guanacaste Orquideas SA
Djibouti
Route de Venise – Djibouti Free Zone – PO Box 2645
Red Sea Automotive FZCO
Inchcape Djibouti Automotive Sarl
Ecuador
Av. 10 de Agosto N36-226 y Naciones Unidas, Quito, 170507
Autolider Ecuador S.A.S
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
199
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
14 RELATED UNDERTAKINGS CONTINUED
Name and registered address
El Salvador
Boulevard Luis Poma y Calle Llama del Bosque Pte. #1, Urb. Madreselva, Antiguo Cuscatlán, La Libertad
Inchcape El Salvador, S.A. de C.V.
Estonia
Läike tee 38, Peetri küla, Rae vald, Harjumaa 75312
Inchcape Motors Estonia OÜ
Ethiopia
Bole Sub City, Kebele 03, H.Nr. 2441, Addis Ababa
The Motor & Engineering Company Of Ethiopia (Moenco) S.C.
Finland
Ansatie 6 a C, 01740 Vantaa, Kotipaikka, Helsinki
Inchcape Motors Finland Oy
Inchcape JLR Finland Oy
Greece
48 Ethnikis Antistaseos Street, Halandri 15231
British Providence SA
Eurolease Fleet Services SA
Toyota Hellas SA
Polis Inchcape Athens SA
Guam
443 South Marine Corps Drive, Tamuning, Guam 96913
Atkins Kroll Inc
197 Ypao Road, Tamuning , Guam 96913
Morrico Holdings, Inc
Morrico Equipment LLC
Guatemala
20 Calle 10-91, Zona 10, Guatemala, Guatemala
Inchcape Guatemala SA
Honduras
Penthouse Edificio Torre Mayab, Colonia Loas del Mayab, Avenida Republica de Costa Rica, Tegucigalpa
Inchcape Honduras S.A.
Hong Kong
11/F, Tower B, Manulife Financial Centre, 223-231 Wai Yip Street, Kwun Tong, Kowloon, HK
British Motors Ltd
Crown Motors Ltd
Future Motors Ltd
Inchcape Finance (HK) Ltd
Inchcape Hong Kong Ltd
Inchcape Mobility Limited
Inchcape Motor Services Ltd
Mega EV Ltd
Nova Motors Ltd
200
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
Percentage
owned
100%
100%
94%
100%
70%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
14 RELATED UNDERTAKINGS CONTINUED
Name and registered address
Indonesia
Indomobil Tower, 19th Floor, JI. Mt Haryono no 11, Bidara Cina, Jakarta, Timur
PT JLM Auto Indonesia
Ivory Coast
01 BP 3893, Abidjan O1
Distribution Services Cote d’Ivoire SA
Toyota Services Afrique SA
Kenya
LR 1870/X/126, Ground Floor, Oracle Towers, Waiyaki Way, P.O. Box 2231-00606, Nairobi
Inchcape Kenya Ltd
Latvia
4a Skanstes Street, Riga, LV-1013
Baltic Motors Imports SIA
Inchcape Motors Latvia SIA
Inchcape JLR Baltics SIA
Lithuania
Laisves av. 137, Vilnius, LT-06118
UAB Autovista
UAB Inchcape Motors
Ozo str. 10A, Vilnius, LT-08200
UAB Krasta Auto
Macau
Avenida do Coronel Mesquita, No 48-48D, Edf. Industrial Man Kei R/C, Macau
Nova Motors (Macao) Ltd
Yat Fung Motors Ltd
Netherlands
Percentage
owned
60%
100%
100%
100%
100%
100%
70%
67%
67%
100%
100%
100%
Gustav Mahlerlaan 1212, 1081 LA Amsterdam, the Netherlands
Inchcape International Group BV
(i)
100%
New Zealand
Bell Gully, Level 22, Vero Centre, 48 Shortland Street, Auckland, 1010, New Zealand
Inchcape Motors NZ Ltd
North Macedonia
21 8th September Boulevard, 1000 Skopje
Toyota Auto Center DOOEL
100%
100%
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
201
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
14 RELATED UNDERTAKINGS CONTINUED
Name and registered address
Panama
Vía General Nicanor A. de Obarrio (Street 50), Plaza Bancomer
lIaother SA
Ilachile SA
Ciudad de Panamá, Vía Cincuentenario Andrés Mojica, Ave. 6ta B., Lote X 5B,
Corregimiento de San Francisco, Distrito de Panamá, Provincia de Panamá
Arrendadora Automotriz SA
Motors Japoneses SA
Sun Motors SA
Peru
Av. El Polo Nro. 1117, Santiago de Surco, Lima
Inchcape Motors Peru SA
Av. Republica de Panama Nro. 3330, San Isidro, Lima
IMP Distribuidora SA
Av. Morro Solar 812, Santiago de Surco, Lima
Autocar del Peru SA
Distribuidora Automotriz del Peru SA
Inchcape Latam Peru SA
Rentas e Inmobiliaria Sur Andina SA
Poland
Al. Prymasa Tysiąclecia 64, 01-424 Warszawa
Inchcape Motors Polska Sp z.o.o
Al. Karkonoska 61, 53-015 Wroclaw
Interim Cars Sp z.o.o
Ul. Lopuzanska 38 B, 02-232 Warszawa
Inchcape JLR Poland Sp. Z.o.o
Philippines
28F Robinsons Cyberscape Gamma, Topaz and Ruby Roads, Ortigas Center, San Antonio,
Pasig Cit, Second District, NCR, 1605
Inchcape Digital Delivery Center Philippines Inc.
Romania
Pipera Boulevard No 1, Voluntari, Ilfov, 077190
Inchcape Motors Srl
Toyota Romania Srl
202
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
Percentage
owned
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
70%
100%
100%
100%
14 RELATED UNDERTAKINGS CONTINUED
Name and registered address
Russia
Building 1, 18 2-ya Magistralnaya street, Moscow 123290
LLC Inchcape Management Services Rus
LLC Inchcape Holding
108811, Moscow, settlement Moskovskiy, block No34, property 2, bld. 1
LLC Inchcape T
10 Seslavinskaya Street, Moscow 121309
LLC Autoproject
36 Yaroslavskoe Shosse, Moscow 129337
LLC Borishof 1
195273, Saint-Petersburg, Rustaveli str., 31, Lit.A, apt.3
LLC Concord
Building 22, 18 2-ya Magistralnaya Street, Moscow 123290
LLC Musa Motors JLR
Saipan
San Jose Village, 1 Chalan Monsignor Guerrero, Saipan, 96950, Northern Mariana Islands
Atkins Kroll (Saipan) Inc
Singapore
2 Pandan Crescent, Inchcape Centre, Singapore 128462
Borneo Motors (Singapore) Pte Ltd
Century Motors (Singapore) Pte Ltd
Champion Motors (1975) Pte Ltd
Inchcape Automotive Services Pte Ltd
Inchcape Motors Private Ltd
Spain
C. De Don Ramon de la Cruz, 38, 28001 Madrid
Inchcape Inversiones España SLu
Thailand
No. 4332 Rama IV Road, Prakhanong Sub-District, Klongtoey District, Bangkok
Inchcape (Thailand) Company Ltd
Inchcape Services (Thailand) Co Ltd
Percentage
owned
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
203
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
14 RELATED UNDERTAKINGS CONTINUED
Name and registered address
United Kingdom
Inchcape Retail, First Floor, Unit 3140 Park Square, Solihull Parkway, Birmingham B37 7YN
Percentage
owned
Armstrong Massey (York) Ltd
Armstrong Massey Holdings Ltd
Autobytel Ltd
Chapelgate Motors Ltd
Ferrari Concessionaires Ltd
Gerard Mann Ltd
Inchcape East (Acre) Ltd
Inchcape Estates Ltd
Inchcape Motors International Ltd
Inchcape North West Ltd
Inchcape Retail Ltd
Inchcape Trade Parts Ltd
Inchcape Transition Ltd
Inchcape UK Corporate Management Ltd
James Edwards (Chester) Ltd
Inchcape KMG Ltd
Mann Egerton & Co Ltd
Mill Garages Ltd
Nexus Corporation Ltd
Normand Ltd
Northfield Garage (Tetbury) Ltd
Notneeded No. 144 Ltd
Packaging Industries Ltd
Smith Knight Faye Ltd
The Cooper Group Ltd
Tozer International Holdings Ltd
Tozer Kemsley Millbourn Automotive Ltd
22a St James’s Square, London, SW1Y 5LP
Inchcape Digital Ltd
Inchcape (Belgium) Ltd
Inchcape Corporate Services Ltd
Inchcape Finance plc
Inchcape Hellas Funding (unlimited)
Inchcape Investments (no 1) Ltd
Inchcape International Holdings Ltd
Inchcape JLR Europe Ltd
Inchcape Management (Services) Ltd
Inchcape Overseas Ltd
Inchcape Russia (UK) Ltd
Inchcape (Singapore) Ltd
St Mary Axe Securities Ltd
PO Box 33 Dorey Court Admiral Park St Peter Port GUERNSEY GY1 4AT
St James’s Insurance Ltd
4th Floor 115 George Street, Edinburgh EH2 4JN
Inchcape Investments & Asset Management Ltd
204
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
(v)
(vi)
(vi)
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
70%
100%
100%
100%
100%
100%
100%
100%
14 RELATED UNDERTAKINGS CONTINUED
Name and registered address
Uruguay
Rambla Baltasar Brum 3028, Montevideo
Autolider Uruguay S.A.
United States of America
The Corporation Company, 30600 Telegraph Road Bingham Farms, MI 48025
Baltic Motors Corporation
Joint ventures
Name and registered address
Australia
Level 6, 15 Talavera Road, Macquarie Park, NSW, 2113
Inchcape Financial Services Australia Pty Limited
Greece
48 Ethnikis Antistaseos Street, Halandri 15231
Tefin SA
Unless stated below, all holdings have one type of ordinary share capital:
(i) Ordinary A and Ordinary B shares
(ii) Ordinary shares, B Class shares, J Class shares and L Class shares
(iii) Ordinary shares and E Class shares
(iv) Ordinary shares, A Class shares, C Class shares, D Class shares and E Class shares
(v) Ordinary shares, Ordinary A shares and 8% non-cumulative redeemable preference shares
(vi) Ordinary shares and redeemable cumulative preference shares
Percentage
owned
100%
100%
Percentage
owned
50%
50%
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
205
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
SHAREHOLDER INFORMATION
REGISTERED OFFICE
Inchcape plc
22a St James’s Square
London SW1Y 5LP
Tel: +44 (0) 20 7546 0022
Fax: +44 (0) 20 7546 0010
Registered number: 609782
Registered in England and Wales
ADVISORS
Independent Auditor
Deloitte LLP
Chartered Accountants and
Statutory Auditor
SHARE REGISTRARS
Computershare Investor Services PLC
Registrar’s Department, The Pavilions
Bridgwater Road
Bristol BS99 7NH
Tel: +44 (0) 370 707 1076
SOLICITORS
Herbert Smith Freehills
CORPORATE BROKERS
Jefferies Hoare Govett
JP Morgan Cazenove
INCHCAPE ISA
Inchcape has established a Corporate Individual
Savings Account (ISA). This is managed by Equiniti Financial
Services Limited, Aspect House, Spencer Road, Lancing,
West Sussex BN99 6DA
Tel: 0870 300 0430
International callers:
Tel: +44 121 441 7560
More information is available at www.shareview.com
FINANCIAL CALENDAR
Annual General Meeting
19 May 2022
Announcement of 2022 Interim Results
28 July 2022
206
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2021
Note: Spine set to 12.5mm. Please adjust if necessary
This Report is printed on Essential Silk and Essential Offset
both of which are derived from sustainable sources.
The manufacturing paper mill and printer are registered to
the Environmental Management System ISO 14001 and are
Forest Stewardship Council (FSC) chain-of-custody certified.
The inks used are all vegetable oil based.
Design and production
INCHCAPE PLC
22A ST JAMES’S SQUARE
LONDON SW1Y 5LP
T +44 (0) 20 7546 0022
WWW.INCHCAPE.COM
REGISTERED NUMBER 609782
I
N
C
H
C
A
P
E
A
N
N
U
A
L
R
E
P
O
R
T
A
N
D
A
C
C
O
U
N
T
S
2
0
2
1