ANNUAL REPORT AND
ACCOUNTS 2022
STRONG FINANCIAL PERFORMANCE
IN A TRANSFORMATIONAL YEAR
12
Chief Executive’s review
18
Acquisition
and disposals
INCHCAPE BRINGS TOGETHER
ITS PEOPLE AND TECHNOLOGY
TO ACCELERATE THE AMBITIONS
OF MOBILITY COMPANIES
Through our unique expertise, our technology,
our data and our advanced analytics, we
provide the platform to help the world’s
leading mobility companies grow.
Our plug-and-play distribution platform
connect the products of mobility brands
with end-consumers. Our capabilities span
product planning and pricing, import and
logistics, brand and marketing to operating
digital sales and aftermarket channels.
STRATEGIC REPORT
2 Our business model
5 Our strategy
8
Investment case
10 Chairman’s welcome
12 Chief Executive’s review
16
Facing into the future
18 Acquisitions and disposals
20 Stakeholder engagement
26 Key performance indicators
28 Operating and financial review
37 Responsible Business
44
Task Force on Climate-related
Financial Disclosures
56 Non-financial information statement
59 Risk management
CORPORATE GOVERNANCE REPORT
70 Chairman’s statement
76 Governance at a glance
78 Board of Directors
85 Nomination Committee Report
88 Audit Committee Report
94 CSR Committee Report
96 Directors’ Report on Remuneration
117 Directors’ Report
FINANCIAL STATEMENTS
124 Independent auditor’s report
to the members of Inchcape plc
136 Consolidated income statement
137 Consolidated statement
of comprehensive income
138 Consolidated statement
of financial position
139 Consolidated statement
of changes in equity
140 Consolidated statement
of cash flows
141 Accounting policies
150 Notes to the financial statements
206 Alternative performance
measures
209 Five year record
210 Company statement
of financial position
211 Company statement
of changes in equity
212 Accounting policies
215 Notes to the Company
financial statements
OTHER INFORMATION
228 Shareholder information
12
Chief Executive’s review
28
Operating and
financial review
HIGHLIGHTS
Financial KPIs
Revenue
Non-financial KPIs
BEVs sold
£8.1bn
2021: £6.9bn2
1.8%
2021: 1.2%
Adjusted operating
margin1
Reduction in Scope 1 and
Scope 2 GHG emissions
5.1%
2021: 4.1%2
24%
Profit before tax and
adjusting items1
Reputation.com
score
£373m
2021: £249m2
671
2021: 642
Free cash flow1
£380m
2021: £274m2
Women in Senior
Leadership positions³
22%
2021: 18%
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Return on capital
employed!
41%
2021: 28%2
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Responsible
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Our financial metrics
Metric
Gross Profit
£m
Use of metric
1,325.3
Direct profit contribution
from Value Drivers (e.g.
Vehicles and Aftersales)
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Less: Segment operating
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Adjusted operating profit¹
410.8
Less: adjusting items in
net operating expenses
Operating Profit
Less: Net Finance
Costs and JV losses
Profit before tax
(10.5)
400.3
(67.2)
333.1
Add back: adjusting items
in net operating expenses
Add back: adjusting items
in net finance costs
10.5
29.6
Adjusted profit Before Tax¹ 373.2
Profit generated
by the Group
Statutory measure
of Operating Profit
Statutory measure of profit
after the costs of financing
the Group
1. APM (alternative performance measure), see page 206.
2. Restated, see page 142.
3. Includes the Group Executive Team and its direct reports, see page 121.
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
1
OUR BUSINESS MODEL: DIFFERENTIATED DISTRIBUTION
“BRINGING MOBILITY TO THE
WORLD’S COMMUNITIES –
FOR TODAY, FOR TOMORROW
AND FOR 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
£8.1bn
Revenue
175+
Years of successful
international trade
50+
Brand partners
19,000¹
Employees
OUR DISTRIBUTION
VALUE CHAIN
Inchcape’s value chain
comprises six key elements
which provide full spectrum
‘Differentiated Distribution’
services for our original
equipment manufacturer
(OEM) partners.
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.
1. Product planning
Using our local market
expertise to inform
certification and vehicle
ordering decisions (model
types and specifications).
4. 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.
2. Logistics
Operating comprehensive
post-factory connections
to deliver vehicles and parts
in our markets.
5. Retail services
Bringing our omni-channel
platform to customers to
deliver world-class, digital-
first experiences across our
OEM and market portfolio.
3. Brand and marketing
Proposition development, brand
positioning (including price
setting) and national marketing,
aimed at maximising market
share for our partners.
6. Aftermarket services
Distribution of parts, and
customer and vehicle lifecycle
management including
aftersales services via the
omni-channel retail network.
1. Total as at 31 December 2022, including
~4,500 Derco employees
2
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
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OUR GLOBAL REACH
6
Continents
40+
Countries and geographies worldwide
REVENUE SPLIT BY REGION
Retail
Europe & Africa
Americas
Asia Pacific (APAC)
RETAIL
Australia
Poland
UK
3
markets
£2.3bn
EUROPE & AFRICA
£2.0bn
Belgium
Bulgaria
Estonia
Finland
Greece
Latvia
Lithuania
Luxembourg
North Macedonia
Poland
Romania
Djibouti
Ethiopia
Kenya
14
markets
AMERICAS
£1.5bn
ASIA PACIFIC (APAC)
£2.3bn
Argentina
Barbados
Bolivia
Chile
Colombia
Costa Rica
Ecuador
El Salvador
Guatemala
Panama
Peru
Uruguay
12
markets
Brunei
Guam
Hong Kong
Indonesia
Macau
Saipan
Singapore
Thailand
Australia
New Zealand
10
markets
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
3
OUR BUSINESS MODEL: OEM PARTNERSHIPS
OUR LONG-STANDING
PARTNER RELATIONSHIPS
Among Inchcape’s competitive advantages are the duration
and strength of our relationships with mobility companies.
We can trace our involvement with the automotive industry almost as far back
as its inception, but our direct OEM partnerships began in the 1960s when we
started working with Toyota. Since then we have fostered and maintained
close relationships with some of the world’s leading automotive manufacturers,
adding new brands as we have expanded, and bringing further long-standing
relationships into our portfolio through acquisitions. A recent example of this is
the acquisition of Ditec in Chile in 2022 which brought with it a partnership
with Volvo extending to over 60 years.
Brand partnerships
page online:
www.inchcape.
com/our-
approach/
brand-partners/
OUR BRAND RELATIONSHIPS:
Seven automotive groups and
brands comprise our longest-standing
partnerships*, in years of relationship:
52
Jaguar
Land Rover
35
Mercedes-Benz
33
BMW Group
55
Toyota
46
Suzuki
34
Volkswagen
Group
30
Subaru
Corporation
* You can read more about these brand
relationships in highlight pages throughout
this report
4
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
OUR STRATEGY
ACCELERATING
OUR AMBITION
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
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Our world, our industry and
our business are experiencing
unprecedented change.
This change represents a
significant opportunity for
Inchcape to grow in
three ways.
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. 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. 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.
3. 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.
1. Develop the Culture and Capabilities
we need to build on our core strengths
of executional excellence and
automotive knowledge, blending
these with the digital, technological
and process capabilities needed to
succeed in the future.
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 37 to 42.
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
5
OUR STRATEGY CONTINUED
OUR STRATEGIC
GROWTH OPPORTUNITIES
DISTRIBUTION EXCELLENCE:
Annual new car volume (units)
Global
90m
Typical distribution
markets1
17m
Large markets
typically
insourced by
OEMs, e.g.,
China, US, UK,
Brazil, Mexico
17m
Global Distribution Opportunity:
17 million vehicles are sold in markets
best suited to Inchcape – often
smaller, more complex and harder
to reach. Whilst Inchcape is the global
leader, it only has a 2% share of the
global distribution market1. Inchcape
has significantly expanded its footprint
in recent years, but there is still a huge
opportunity to capture a greater
share of the industry.
Organic growth: Inchcape is exposed
to higher growth markets with low
motorisation rates2. Inchcape has a
strong record of driving market share
gains for automotive brands, and is
expected to continue following its
investment in digital and data
capabilities.
Inorganic growth: The combination
of Inchcape’s strong financial position,
extensive OEM relationships and
broad geographic footprint makes
it the obvious distribution partner for
ambitious automotive brands, with
significant opportunities to drive
further industry consolidation.
Expansion
opportunities
in markets
best suited to
Inchcape
Inchcape
markets
wordlwide
Inchcape volumes
1. Defined as those markets with annual new car volumes of less than 1m units
2. Number of vehicles per capita
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
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Channel Management
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Brand &
Marketing
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 have
accelerated the speed of our transformation.
We have developed 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 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. DXP (Digital eXperience Platform) is
now active in 36 OEM markets (including multiple
OEM partners in single markets), with more in the
pipeline. DAP (Digital Analytics Platform) provides
advanced analytics and machine learning,
leveraging our data and driving smarter, faster
and better business decisions. You can read more
on page 17.
6
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
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VEHICLE LIFECYCLE SERVICES:
Vehicle lifecycle value profit split3
Initial user
(0-4 years)
Subsequent
users
(4+ years)
75%
Total profit
pool
3x
Initial
user
phase
25%
New Opportunities
The initial user phase, where Inchcape
has strong presence, accounts for
25% of the total profit pool for each
vehicle’s life. 75% of the profit turns
up from year 4 onwards, and this
segment is currently underserved
by Inchcape. This is the focus of
the Vehicle Lifecycle Services
growth driver.
Currently
underserved
by Inchcape
3: Analysis shows the split of profit attainable over an average vehicle’s life, and assumes four different owners during that period.
The analysis captures the vehicle sales, finance & insurance commission and the aftersales services (including independent aftermarket)
%
Finance &
Insurance
Aftermarket
Trade-in
Currently underserved by Inchcape
New vehicle
import
Lifetime
profits
1st sale
25%
75%
2nd sale
3rd sale
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.
Including our branded used concept, bravoauto,
the global used car excellence platform (UCX)
is now live and rolled out in 30 locations in eight
markets worldwide.
bravoauto uses proprietary best practices and
standardised technology, which plugs 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 Digital Parts Platform to connect parts
distributors with workshops, which is planned
for launch in 2023.
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
7
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
MARGIN
EXPANSION
Leverage our global scale
to improve profitability
Actively pursuing higher
margin activities
CONSOLIDATION
OPPORTUNITIES
We are a leader with a
c.2% share of global
distribution
Market consolidation
expected to accelerate
STRONG
ORGANIC GROWTH
Exposure to high-growth
markets
History of market
outperformance
ATTRACTIVE
SHAREHOLDER RETURNS
Dividend payout: 40%
Track record of share
buybacks
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 November 2021 (>90% profits derived outside of the UK).
2. Per annum, within five years.
WHY INVEST?
INCHCAPE IS THE GLOBAL LEADER, WITH AN AMBITION TO CONTINUOUSLY GROW
GLOBAL MARKET LEADER
A RESPONSIBLE BUSINESS
DIGITAL & DATA LEADER
>40
markets covering
six continents
50.3%
sites switched to
renewable energy supply
The leading automotive distributor
in a highly fragmented global
market
Growth ambition underpinned
by our ESG strategy: Responsible
Business
• Presence across >40 markets;
• Responsible Business is integral
covering six continents
• We are the leader with c.2%
share of the global distribution
market
• Market consolidation is
expected to accelerate
to our Accelerate strategy
• Established four priority areas:
Planet, People, Places, Practices
• Due consideration for all
stakeholders
36
markets now live with DXP (Digital
eXperience Platform)
Our digital and data capability is a
significant competitive advantage
• Created a leading digital
and analytical platform
• Global scale, and internal
capability a key differentiator
• Our technological progress
is impressing OEM brands
8
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
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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
1
INVEST IN THE
BUSINESS
Capex for organic
growth and
technological
investment
2
DIVIDENDS
Policy: 40% annual
payout of basic
adjusted EPS (pre
adjusted)
3
VALUE
ACCRETIVE M&A
Disciplined
approach to
valuation
4
SHARE
BUYBACKS
Consider
appropriateness
of share buybacks
£450m capex spend
(<1% of sales)
£560m of dividends
£1.9bn of distribution
acquisitions
£440m of share
buybacks
Cumulative
2016 to 2022
STRONG BALANCE SHEET NET DEBT TO EBITDA OF MAX 1x (PRE IFRS16)
ATTRACTIVE FINANCIALS
GROWING BRAND PRESENCE
NEW OPPORTUNITIES
C.25%
ROCE
>50
OEM brands in our portfolio
Deliver value through organic
growth, consolidation and
cash returns
Expanding the reach of our
plug-and-play global distribution
platform
• Distribution markets have higher
growth prospects than average
• Well invested operating model
a catalyst for further expansion
• Leveraging our global scale
to improve profitability
• Highly attractive returns (c.25%
ROCE) and capital allocation
• Existing portfolio of >40 OEM
brands; continuing to add
new partners
75%
of a vehicle’s lifetime value
in higher margin activities
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
• Constantly sharing expertise
our existing footprint
across the Group
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
9
CHAIRMAN’S WELCOME
NIGEL STEIN
CHAIRMAN
A YEAR
OF IMPRESSIVE
STRATEGIC
PROGRESS
DEAR SHAREHOLDERS
AND STAKEHOLDERS
This has been another good year for
Inchcape. Not only reporting a strong
financial performance, but making
impressive progress against the Company’s
Accelerate strategy. On Shareholders’
behalf I would like to thank all Inchcape
colleagues around the world for their hard
work in achieving this. We are building
an even stronger Inchcape for the future.
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INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
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Performance
The impressive financial performance,
which exceeded the level expected
at the start of the year, was achieved
without the contribution of our
business in Russia, previously a
sizeable part of the Group. Following
the invasion of Ukraine in February
2022, management took decisive
action to exit the Russian market,
selling our business to the local
Inchcape management team in April.
Performance across most of the
Groups’ markets was strong, with the
business in the Americas particularly
so. Due to good margin management
significantly increased profits were
achieved in spite of strong inflationary
headwinds, particularly in Europe.
Acquisitions
As the year ended, we completed
the acquisition of Derco, the largest
independent automotive distributor
in Latin America which will significantly
enhance our presence in the region.
It also brings additional fast growing
Chinese brands into the Inchcape
portfolio. This has long been a key
strategic goal as we expect to see
Chinese OEMs increasing their
market share globally.
Our expansion in Latin America,
which as a region is expected to
show above average future growth
in vehicle sales, also achieves a
long-term goal of rebalancing our
historic profit reliance on Asia, in
particular Singapore and Hong Kong.
That said, Asia remains a very
important market and we were
pleased to announce the acquisition
of CATS in the Philippines in early
January 2023.
Distribution Excellence
Distribution Excellence is another
key pillar of the Accelerate strategy.
The progress on improving our digital
offering to give customers the best
possible experience has been truly
remarkable, with our two digital
delivery centres in Colombia and the
Philippines contributing strongly. We
are rapidly deploying these systems
across our major markets and expect
to see the benefits flowing in the
near future.
Vehicle Lifecycle Services
We are also increasing our business
in Vehicle Lifecycle Services, retaining
vehicles and owners in our network
after the typical historic period of three
years from sale. During the year, the
Group has seen significant expansion
in used vehicle sales under the new
bravoauto brand, with a number
of branches opened in selected
Inchcape markets using Group
best-in-class systems, processes
and skills.
Automotive trends
The automotive market globally is
recovering, with 2023 expected to
show increased supply from most
OEMs. In many markets, electric
vehicles, both battery electric and
hybrid, are in strong demand and we
expect to see growth accelerate. In
choosing our partners and acquisition
targets, Inchcape looks to represent
winning OEMs in the new “electrified”
world as well as aligning our customer
and service offerings around digital
and connected vehicles.
ESG and Responsible Business
Electrification is particularly important
in enabling the automotive industry
to achieve its carbon neutral goals.
Under the Planet pillar of our
Responsible Business agenda,
Inchcape has been working hard
to define our plans for achieving this
to offer our OEM partners the lowest
carbon route to market.
Our own Scope 1 and 2 goals have
been set, which include substantial
short- and long-term reductions.
Scope 3, which relates almost entirely
to the vehicles we sell, is taking time
to pin down as several OEMs have yet
to publish substantive information on
their own plans. We continue to keep
this under close review.
Board changes
The Board had increased
engagement throughout 2022,
with eight additional meetings held
to consider the Derco acquisition
and the disposal of the Group’s
operations in Russia. I am grateful
to my colleagues for their
contribution of additional time
and for their expertise generally.
We are delighted that Byron Grote
joined the Board from 3 January 2023
bringing a wealth of experience
gained at several major international
businesses. We are also very pleased
that, as part of the Derco transaction,
Juan Pablo Del Río joined the Board
bringing his substantial experience of
both the Latin American automotive
market and business generally in
the region. These are two areas of
expertise we had previously identified
as desirable when planning our future
Board membership.
Gijsbert de Zoeten resigned from
the Board in November 2022. We
thank him for the contribution he has
made over the last three years. Adrian
Lewis, Group Financial Controller, was
appointed as Acting Chief Financial
Officer following Gijsbert’s departure.
John Langston, who has served on
the Board for nine years will step down
at the 2023 Annual General Meeting
(AGM). We are most grateful to John
for his enormous contribution to the
Board over those years, including
acting as a very effective Audit Chair
and providing wise counsel generally
to both Executives and Non-Executive
Directors. Sarah Kuijlaars will assume
the role of Audit Chair from the end
of the May AGM.
Dividend
Based on the strong performance in
the year, the Board is recommending
that the Company maintains its policy
of paying a dividend of 40% of annual
basic adjusted EPS. This would result
in a overall dividend payment for
the year of 21.3p.
In light of the Derco acquisition,
the Board has no short term plans to
restart its share buyback programme,
instead concentrating on paying
down debt and freeing capacity
for further expansion.
Looking forward
Inchcape looks very well positioned
to continue its success. We are
confident that whilst the economic
environment in some markets remains
uncertain, the strength of our business
model, the geographic spread of
global operations, combined with
the hard work of Inchcape colleagues
across the Group, and some added
momentum from acquisitions will
support the Group’s future progress.
NIGEL STEIN
CHAIRMAN
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
11
GROUP CHIEF EXECUTIVE’S REVIEW
DUNCAN TAIT
GROUP CEO
STRONG
FINANCIAL
PERFORMANCE IN A
TRANSFORMATIONAL
YEAR
I’m pleased to report the Group delivered
a strong performance during 2022 and
made substantial progress with our two
strategic growth priorities: Distribution
Excellence and Vehicle Lifecycle
Services. In 2022 we completed the
transformational acquisition of Derco,
extending our leadership in automotive
distribution in the highly attractive and
fast-growing Americas region, and
providing a platform for us to capture
more of a vehicle’s lifetime value.
12
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
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We also saw developments during the
year that contributed to a challenging
environment – the war in Ukraine, a
return to inflation, rising interest rates,
and continuing supply constraints
across the globe.
Set against this backdrop, I’m
delighted at how the Group
maintained the momentum we gained
in 2021, with our teams delivering both
our commercial objectives and our
purpose of bringing mobility to the
world’s communities – for today, for
tomorrow and for the better.
Performance
Inchcape delivered another strong
set of results in 2022, with double-digit
growth across all regions. Continued
strong consumer demand, following a
prolonged period of supply shortages,
and fantastic operational execution
from our teams has driven growth in
revenue, profit and cash.
Group revenue for the year was
£8.1bn, an increase of 18% on 2021.
We delivered adjusted profit before
tax of £373m, an increase of 50% on
2021 driven by top line growth and
improved operating margins. We also
reported free cash flow of £380m, up
39% on last year, further strengthening
our cash position.
I believe our success over the past
year demonstrates the strength of
our strategy and platform which is
powered by the unique expertise of
our people, our suite of cutting-edge
technology products, and our
advanced data analytics approach.
Strategic development
In last year’s report, I described
how we had been rolling out our
Accelerate strategy across the Group.
At the time of our last capital markets
day in November 2021 we had just
over a one per cent share of our
target market of 17 million vehicles.
As we set out to be the undisputed
number one distribution company
in our industry, we have, through
organic growth, the addition of
new OEM partners, and market
consolidation, positioned ourselves to
achieve market share of two per cent.
We’ve continued to develop and
roll out our omni-channel platform
(known as DXP for Digital eXperience
Platform). This provides customers
with a seamless customer experience
however they choose to interact with
us, and is rolling out to more markets,
with more mobility company partners
all the time.
Our Digital Analytics Platform (DAP)
provides advanced analytics and
machine learning, leveraging our
data and driving smarter, faster and
better business decisions. DAP is now
capable of optimising 70% of our
revenue streams around the world,
contributing to a better experience
for our customers and improved
financial performance for the Group
and our OEM partners.
Another important part of our
technological transformation is our
digital delivery centres (DDCs). Over
the year, we’ve doubled the number
of ‘Inchcapers’ working in our DDCs
in Colombia and the Philippines. Now,
some 1,000 people are providing
24/7 services and solutions, further
enhancing our digital delivery
capability.
Vehicle Lifecycle Services is about
maximising the profitability of a
vehicle in the stages of its life after
its first sale, through used resale,
servicing, parts and finance and
insurance products. During 2022,
we’ve taken some big strides towards
our VLS ambitions, especially in used
vehicles through our global Used Car
Excellence (UCX) programme and
in building our bravoauto brand.
I’m pleased with the progress we’re
making with bravoauto, which is now
live in nine markets across Europe,
APAC and the Americas. It’s a
digital-first proposition in which we
are building momentum in volumes
adding great value for our customers
and revenues for the Group.
We’ve also made good progress
with our digital parts platform, which
is planned for launch in 2023.
The Group’s digital transformation is
fundamental to our future success,
given the changing nature of our
industry – not only in the rise of electric
vehicles (EVs), but in the changing
expectations of customers.
People want more of a digital
experience, both in terms of buying
and ownership of vehicles. We see this
wherever we deploy DXP, for example,
resulting in a rise in customer
satisfaction scores. Similarly, OEMs
know digital is vital for the future of
our industry and want to partner
with businesses that are making
the right investments.
Equally, I believe there’s nobody
better placed than Inchcape to help
OEMs introduce new technology to
our markets. We’re helping brands
to operate in new markets where
there’s very little public charging
infrastructure, such as in Chile with
Porsche and Volvo. With others we are
helping accelerate their EV ambitions
through investing in servicing
capacity and supporting customers
to install home-charging facilities.
Business development
We continue to focus on markets
that have high growth potential; and
during 2022 we further expanded our
distribution footprint. We agreed deals
that increase our existing geographic
and brand footprint, while giving us
access to new markets and brand
partners.
At the end of 2022, we completed
our transformational acquisition of
Derco. The combination of our two
businesses has created the number
one independent distributor in the
Americas, bringing together two
companies with complementary
portfolios of OEM partners and
aligned cultures.
It’s an important step in our ambitious
growth journey. The enlarged business
will provide exciting opportunities for
our colleagues, OEM partners, dealers
and customers. You can read about
the acquisition in detail on pages
24 to 25.
We also acquired a 70% stake in
Ditec, the distributor of Porsche, Volvo
and Jaguar Land Rover in Chile. This
has broadened our growing footprint
in the Americas and added Porsche
and Volvo – two leading premium
brands – to our list of OEM partners.
During the year we acquired the
ITC Group, owner of Interamericana
Trading Corporation (ITC) and
Simpson Motors from the Simpson
Group. The acquisition gives us entry
into the Caribbean, further building
on our presence in the Americas.
It also strengthens our geographic
reach with Suzuki, Mercedes-Benz
and Subaru, while broadening our
OEM relationships, with the addition
of Chrysler and other Stellantis brands.
We have further pursued growth with
EV-first brands, enhancing our offering
in established markets. In Hong Kong
and Macau, we have partnered with
Great Wall Motor’s ORA brand of
EV-only cars and in Belgium and
Luxembourg we were awarded the
exclusive sales contract for BYD.
In February 2022 we announced the
disposal of our remaining retail-only
business in Russia, selling to our
management team in the market.
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
13
GROUP CHIEF EXECUTIVE’S REVIEW
CONTINUED
Responsible business
In last year’s report, I described how
we had developed our Responsible
Business plan. It focuses on our ‘4Ps’ of
responsible business – Planet, People,
Places and Practices – and reaches
into those areas of our operations
where we can make a positive
difference for our stakeholders.
Over the past year, we’ve focused
on bedding in our plan. Much to my
delight, it’s been embraced positively
by our people and our partners,
which has been evident wherever
I’ve travelled to meet our teams.
Our work to make a difference for the
planet includes reducing our Scope 1
and 2 CO2 emissions. I’m pleased to
report that we’re ahead of our
targets, and you can read more
about this in our TCFD report on
pages 44 to 54.
If we’re going to fully realise our
Accelerate ambitions, we need
brilliant people inside our company –
and we know that brilliant people
want to work for leading responsible
businesses. This is why the People
aspect of our Responsible Business
plan is an important factor in how
successful we are in attracting and
retaining talent at Inchcape. We have
continued our Women into Leadership
programme with further cohorts in
2022 and ran Inclusive Leadership for
all our senior leadership population
(the Group Executive Team and
its direct reports). We will have
completed this for the next level
of management by the end of
Q1 this year.
Our Places agenda is all about being
a good company where we operate.
It’s been hugely rewarding to see
what we’re doing – for example, in
some of the markets we operate in
we’re working with local communities
to provide disabled people with
prosthetic limbs. Our safe driving
programme is another example
of how we’re contributing to
communities around the world.
The Practices aspect of our
Responsible Business Plan is critical
for us in topics such as our Codes
of Conduct, bribery and corruption,
and money laundering, all of which
enables us to protect our people,
our business and our partners’ brand
equity. Equally, I believe OEMs want
to know they’re working with partners
who are committed to their own
responsibility agenda, such as having
health and safety programmes that
look after both employees and
customers. We continue to perform
well in this regard; for example, by
achieving ISO 45001 at the end of
2022 for our own global health and
safety systems.
Overall, I’m pleased at the progress
we’re making as a responsible
business. As ever though, it’s work in
progress – there’s much more for us to
do, so we can make even more of a
positive difference within the markets
in which we operate. You can read
more about our progress in these
areas in our Responsible Business
report on pages 37 to 42.
Our people
As I described earlier, having brilliant
people inside our company is
fundamental to making Accelerate
a success. There’s absolutely no doubt
the Inchcape team has delivered for
our OEM partners, shareholders and
other stakeholders during 2022.
I would like to thank all our colleagues
for the contributions they’ve made
during the year, both as individuals
and within the teams that have
collectively helped us achieve
another strong performance.
I would also like to thank my
colleagues on the Executive team
for their leadership and teamwork
during the last year. I am delighted
to welcome Liz Brown to the Group
Executive Team in the new position of
Chief Strategy Officer. Liz joined us in
February 2023 with a remit to lead the
future development of our strategy,
as well as leading our strategic OEM
relationships. You can read more
about Liz on page 81.
Looking ahead
Inchcape has a diverse portfolio
and revenue streams, strong balance
sheet and disciplined approach to
investment; in the face of a global
cost-of-living crisis and rising interest
rates, these provide the foundation
of our resilience and long-term
sustainability.
In this context, and that of a
transitioning mobility industry, I’m more
certain than ever that Accelerate is
the right strategy for the Group. It’s
evident in how our OEM partners are
supportive of our consolidation
activities. It’s evident in how consumers
are responding to what we’re doing
with DXP and bravoauto.
The year ahead will see us working
hard on integrating Derco into
Inchcape in the Americas. We’ve
made a strong start, but we must
make sure we deliver on our
commitments to Derco, our partners,
our people and our shareholders.
14
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
Another important task for 2023 will
be to further bring our VLS initiatives
to life. This will include operational
improvements and growth in
bravoauto, for example, and focusing
on the continued development and
launch of our digital parts platform.
We continue to focus on the medium-
term outlook outlined at our capital
markets day:
•
•
Distribution Excellence:
mid-to-high single digit profit
CAGR plus M&A
Vehicle Lifecycle Services:
>£50m of incremental profit
Inchcape is a business with great
momentum and an exciting future.
With a clear strategy, we are well-
positioned to capitalise on further
opportunities for organic growth
and market consolidation, and I am
confident we will continue to deliver
sustainable long-term value for all
our stakeholders.
Directors’ approval of the
Strategic Report
The 2022 Strategic Report, from
pages 2 to 67, were reviewed and
approved by the Board of Directors
on 22 March 2023
DUNCAN TAIT
GROUP CEO
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KEY
READING
Investment case
P8
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.
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.
INVESTMENT PROPOSITION:
DELIVERING SUSTAINABLE GROWTH AND CASH RETURNS
CAPITAL ALLOCATION POLICY:
HIGHLY ATTRACTIVE AND DISCIPLINED
MARGIN
EXPANSION
Leverage our global scale
to improve profitability
Actively pursuing higher
margin activities
CONSOLIDATION
OPPORTUNITIES
We are a leader with a
c.2% share of global
distribution
Market consolidation
expected to accelerate
STRONG
ORGANIC GROWTH
Exposure to high-growth
markets
History of market
outperformance
ATTRACTIVE
SHAREHOLDER RETURNS
Dividend payout: 40%
Track record of share
buybacks
1
INVEST IN THE
BUSINESS
Capex for organic
growth and
technological
investment
2
DIVIDENDS
Policy: 40% annual
payout of basic
adjusted EPS (pre
adjusted)
3
VALUE
ACCRETIVE M&A
Disciplined
approach to
valuation
4
SHARE
BUYBACKS
Consider
appropriateness
of share buybacks
£450m capex spend
(<1% of sales)
£560m of dividends
£1.9bn of distribution
acquisitions
£440m of share
buybacks
Cumulative
2016 to 2022
MEDIUM TERM
FINANCIAL OUTLOOK1
Distribution Excellence:
Mid-to-high single digit profit CAGR plus M&A
Vehicle Lifecycle Services:
>£50m incremental profit contribution2
STRONG BALANCE SHEET NET DEBT TO EBITDA OF MAX 1x (PRE IFRS16)
1. Based on constant exchange rates as at November 2021 (>90% profits derived outside of the UK).
2. Per annum, within five years.
WHY INVEST?
INCHCAPE IS THE GLOBAL LEADER, WITH AN AMBITION TO CONTINUOUSLY GROW
GLOBAL MARKET LEADER
A RESPONSIBLE BUSINESS
DIGITAL & DATA LEADER
ATTRACTIVE FINANCIALS
GROWING BRAND PRESENCE
NEW OPPORTUNITIES
>40
markets covering
six continents
50.3%
sites switched to
renewable energy supply
The leading automotive distributor
in a highly fragmented global
market
Growth ambition underpinned
by our ESG strategy: Responsible
Business
• Presence across >40 markets;
• Responsible Business is integral
covering six continents
• We are the leader with c.2%
share of the global distribution
market
• Market consolidation is
expected to accelerate
to our Accelerate strategy
• Established four priority areas:
Planet, People, Places, Practices
• Due consideration for all
stakeholders
36
markets now live with DXP (Digital
eXperience Platform)
Our digital and data capability is a
significant competitive advantage
• Created a leading digital
and analytical platform
• Global scale, and internal
capability a key differentiator
• Our technological progress
is impressing OEM brands
C.25%
ROCE
>50
OEM brands in our portfolio
Deliver value through organic
growth, consolidation and
cash returns
Expanding the reach of our
plug-and-play global distribution
platform
• Distribution markets have higher
growth prospects than average
• Well invested operating model
a catalyst for further expansion
• Leveraging our global scale
to improve profitability
• Highly attractive returns (c.25%
ROCE) and capital allocation
• Existing portfolio of >40 OEM
brands; continuing to add
new partners
75%
of a vehicle’s lifetime value
in higher margin activities
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
• Constantly sharing expertise
our existing footprint
across the Group
Derco acquisition
P24
8
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
9
EXPANDING OUR CAPABILITIES
DERCO ACQUISITION
Extending Inchcape’s global leadership in automotive distribution
As outlined in our Accelerate strategy (see pages 5 to 7), the global automotive market presents significant
opportunities for Inchcape to consolidate in the distribution market. Despite being the biggest independent
automotive distributor, we had been tracking at around 1% of the 17 million vehicle volume addressable
market. Accelerating acquisitions in this fragmented market is a key part of our growth strategy.
The Group announced its proposed acquisition of Derco in July 2022. Prior to Inchcape‘s acquisition, Derco,
a family-founded and privately owned company, was the largest independent automotive distributor in Latin
America with revenue in 2022 of £2.2bn. Following shareholder and market regulatory approval, the deal
completed on 31 December 2022, and the core focus for 2023 is on integrating our operations in the Americas.
EXISTING PORTFOLIO:
KEY FACTS
£2.2bn
~4,500
revenue (2022)
colleagues
4
11
markets1
OEM brands
150k
new vehicles
329
locations
distributed
~30% operated by Derco
1. Bolivia, Chile, Colombia and Peru
FIND OUT MORE
Scan to view the 2022
Interim Results webcast
and presentation
A STRATEGIC AND ACCRETIVE
ACQUISITION
Strong
topline growth
prospects
• Increases exposure to higher
growth markets
• Leverage combined scale
to capture more vehicle
lifetime value
Margin
upside
• Derco is margin accretive
for the Group
• Significant opportunity
for synergies
Distribution
consolidation
• Significantly increases
Inchcape’s distribution scale
• Global automotive distribution
remains highly fragmented
SIGNIFICANT SHAREHOLDER
VALUE CREATION
Financial
profile
• The transaction is expected
to accelerate growth and
be margin accretive
Earnings
impact
• 15%+ EPS accretion in 2023;
20%+ accretive in 2024
• Up to £60m of one-off cash
cost of delivering synergies
(over two years)
Value
creation
• ROIC expected to exceed
project cost of capital in third
full year following completion
New
opportunities
• Leverage broader network
• Leverage partnerships with
financers and GFV1 product
knowledge
• Leverage Inchcape’s Digital
and Data capabilities
1. GFV = guaranteed future value (also commonly referred to as “PCP”)
“ We are delighted to welcome the Derco team to
Inchcape. The combination with Derco is a transformative
and unique opportunity to accelerate our global
distribution business. In addition to delivering substantial
shareholder value, the acquisition will provide exciting
opportunities for our colleagues, OEM partners, dealers
and consumers, and is another great example of
Inchcape’s Accelerate strategy in action.”
DUNCAN TAIT
Group CEO
GUATEMALA
COSTA RICA
PANAMA
BARBADOS
EL SALVADOR
COLOMBIA
ECUADOR
PERU
BOLIVIA
CHILE
URUGUAY
ARGENTINA
OUR LOCATIONS
Inchcape
Argentina
Barbados
Chile (headquarters)
Colombia
Costa Rica
Ecuador
El Salvador
Guatemala
Panama
Peru
Uruguay
Derco
Bolivia
Chile (headquarters)
Colombia
Peru
The acquisition of Derco
extends our global leadership
in auto distribution and makes
Inchcape the largest
independent distributor in
Latin America. It also almost
doubles Inchcape’s share
of the 17 million addressable
market to around 2%.
Derco brands
• Changan
• Chevrolet
• Citroen
• DS Automobiles
• Great Wall
• Haval
• Jac Motors
• Joylong
• Mazda
• Renault
• Suzuki
24
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
25
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Operating
and financial
review
P28
OPERATING AND FINANCIAL REVIEW
ADRIAN LEWIS
ACTING CHIEF FINANCIAL OFFICER
GREAT
STRATEGIC,
FINANCIAL AND
OPERATIONAL
PROGRESS
I am pleased to present the Operating and
Financial Review for 2022, a year in which the
Group has continued to make substantial
strategic, operational and financial progress.
2022 was a transformational year for the Group
as we made great strides with our strategy,
further shifting our portfolio towards distribution
and developing our vehicle lifecycle services
offering.
Fantastic operational execution from all our
teams drove growth in revenue and profit,
and another year of excellent cash flow.
The Group delivered a great set
of results in 2022, with all regions
contributing positively and driving
growth across our key financial
and non-financial metrics.
During the year, consumer
demand remained robust against
the backdrop of vehicle supply
constraints, which supported our
performance during the year. We
saw a gradual improvement in supply
through the year, which helped an
acceleration of our revenue growth.
During the period of supply-demand
imbalance, we experienced elevated
levels of vehicle profitability (new and
used), although this normalised during
the second half of the year.
Underpinning this is the quality of
our people and the strength of our
business model. This enabled the
Group to accelerate performance
together with increased geographic
diversification, which will continue
to drive resilience amid economic
uncertainties.
The combination of the Group’s
distribution expertise, digital and data
capabilities, and strong financial
position makes us the consolidator
of choice in the highly fragmented
automotive distribution industry. In
2022 we continued to expand our
distribution business through bolt-on
acquisitions in the Americas, further
contract wins and the exciting
acquisition of Derco, an important
milestone in the execution of our
Accelerate strategy. The pipeline
for future M&A remains healthy.
In addition to a strong revenue and
profit outturn, the Group’s resolute
focus on cash resulted in a record
level of free cash flow of £380m,
versus the previous record of £314m
in 2017. As we look ahead, the
acquisition of Derco will provide
opportunities for us to deploy our
own practices and processes to
drive working capital efficiencies
and additional cash-flow generation.
Following the completion of the
acquisition of Derco in December
2022, the Group’s net debt position
was £378m. Given the pipeline of
M&A opportunities and our current
leverage position, we have paused
share buybacks, but will continue
to review the appropriateness in line
with our capital allocation policy. The
Group’s proposed dividend in relation
to 2022 is 28.8p, up from 22.5p in 2021.
The Group launched Accelerate in
2021, and we have made fantastic
progress against our ambitions to
extend our leadership in automotive
distribution, and to capture more of
a vehicle’s lifetime value. While we
are excited about our progress so far,
we will maintain our capital allocation
discipline, and remain focused on
delivering benefits to all stakeholders.
ADRIAN LEWIS
ACTING CHIEF FINANCIAL OFFICER
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HIGHLIGHTS
Revenue
£8.1bn
2021: £6.9bn1
Adjusted operating margin2
£5.1%
2021: 4.1%1
KEY PERFORMANCE INDICATORS
Our results are stated at actual exchange rates. However, to enhance
comparability we also present year-on-year changes in sales and adjusted
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 adjusting items.
2022
20211
% change
reported
constant
FX2
% change
organic3
% change
Key financials (continuing operations)
Revenue
Adjusted Operating Profit1
£8,133m £6,901m
£411m £281m
+18%
+46%
+16%
+41%
+15%
Adjusted Operating Margin1
5.1%
4.1% +100bps
+90bps
Profit before tax and adjusting items1
Adjusted Profit Before Tax1
Adjusted Basic EPS1
Dividend Per Share
Free Cash Flow1
Statutory financials
£373m £249m
72.0p
28.8p
46.3p
22.5p
£380m £274m
+50%
+56%
+28%
+39%
Operating Profit (continuing operations) £400m £181m
Profit Before Tax (continuing operations)
£333m £149m
Total (loss)/profit for the year
Basic EPS (continuing operations)
£(6)m £122m
61.1p
20.3p
1. Restated to adjust for the disposal of the remaining business in Russia which has been reported as
a discontinued operation, see page 142
2. These measures are Alternative Performance Measures, see pages 206 to 207
3. Organic growth is defined as revenue growth in operations that have been open for at least a year
at constant foreign exchange rates
£373m
2021: £249m1
Free cash flow2
£380m
2021: £274m1
Return on capital employed1
41%
2021: 28%1
Dividend per share
28.8p
2021: 22.5p
28
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
29
Responsible
Business
P37
SUZUKI
Locations
Distribution:
Argentina, Barbados+, Bolivia,
Chile, Colombia, Costa Rica,
Panama, Peru, Singapore
We have a partnership with Suzuki now
extending to 46 years, significantly expanding
this relationship in 2018, and adding to our
established South America platform with
our first move into Central America and then
the Caribbean. In 2022 we completed the
acquisition of Derco, adding Suzuki to our
operations in Chile, Colombia and Peru,
and adding Boliva to the portfolio.
RESPONSIBLE BUSINESS
DRIVING WHAT MATTERS
Being a responsible business is reflective of our purpose and a fundamental
part of our strategy, mapping the way Inchcape creates 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 use to respond to what is important to meet
the needs of their local stakeholders.
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PEOPLE
PRACTICES
PLACES
PLANET
• Inclusion and Diversity
• Safety and Wellbeing
• Talent and Skills
• Strengthening our
governance policies
• Reflecting our position
as an international plc
• Safe mobility
• Inclusive mobility
• Social mobility
• Mapping the risks and
opportunities of climate
change
• Setting GHG targets
• Reducing waste
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36
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
37
People pillar: R U OK Day, September 2022
Inchcape Australia
Places pillar: Movilizando Corazones prosthetics donation programme,
Inchcape Colombia
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
15
FACING INTO THE FUTURE
EMBRACING CHANGES
TO OUR INDUSTRY
CHANGING
MACRO
TRENDS
CHANGING
AUTOMOTIVE
INDUSTRY
CHANGING
CONSUMER
DYNAMICS
FOCUS ON
ENVIRONMENT
& SOCIETY
Geopolitical
uncertainties
Supporting regulatory
changes; managing
through varying economic
conditions
CASE trends
Growing EV penetration;
rise of mobility as a service
Consumer habits
Catering to different
vehicle ownership models
and buying decision
criteria
Emissions
Low emission vehicles and
corporate greenhouse gas
reductions expected
Supply chain disruption
Shortages of products due
to geopolitical tensions,
different restrictions, or
other reasons
Supply shortages
Semi-conductors, battery
raw materials, and other
shortages differentiating
between OEMs
Retail trends
Expectations for a
personalised digitally
integrated experience
through omni-channel
platforms
Circular economy
Resource scarcity and
waste prevention key
considerations
Risk of inflation and/
or recession
Consumer spending
erosion, interest rates
changes, increasing cost
of goods
Route to market
Helping OEMs get even
closer to customers and
new markets
Consumer confidence
Higher interest rates and
lower disposal income
impacts discretionary
spend
Employee expectations
Workforce looking for
purpose-driven employers
How is Inchcape responding?
Strong business model and
a diversified OEM portfolio
has proven resilient in
turbulent times
We provide OEMs with a
solution in lower volume
and high growth potential
emerging markets
Our digital and data
capabilities allow us to
better understand
consumers and cater to
their needs, optimising their
experience
Solid Responsible Business
agenda implemented
across our markets
Geographically diverse
footprint means we are well
placed to navigate the
current macroeconomic
climate
Our purpose is to bring
mobility to the world’s
communities…
We continue to manage
our inventory through
planning processes,
leveraging data analytics
Our expertise supports
customers throughout the
buying journey and their
ownership lifecycle
We are a forward-thinking
purpose-driven employer,
leveraging our global scale
develop talent
for today…
for tomorrow…
and for the better.
16
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
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DIGITAL AND DATA:
INTEGRAL TO INCHCAPE’S
GROWTH AMBITIONS
Inchcape’s proposition, both for mobility company partners and customers, is underpinned by our suite
of cutting-edge technology solutions and our advanced data analytics approach. These are the building
blocks from which we design customer experiences for the markets in which we and our partners want to
succeed. The bespoke solutions on our platform seamlessly connect the products of mobility companies
to digital and physical sales channels, service specialists and very importantly, customers.
DIGITAL
EXPERIENCE
PLATFORM
OMNI-CHANNEL
Digital Experience Platform (DXP) is our digital touchpoint with customers. It
provides a fully functional digital showroom and links with dealerships to deliver
a seamless omni-channel experience, which customers tell us is a priority for
them. It has been built on a platform that has the ability to scale quickly into
new markets and add new OEM brands.
Providing consumers with
a fully functioning digital
showroom
Built on a platform with
the ability to scale, quickly,
to new markets
Enables the capture of
significant customer and
vehicle data
MORE
CUSTOMERS
+24%
marketable
customers
Marketable customers:
Digital customers opting
into marketing comms
IMPROVED
EFFICIENCIES
+15%
sales conversion
Sales conversion:
Proportion of marketable
customers translating into
a vehicle order
HIGHER
GROWTH
>1%
outperformance
Outperformance:
New vehicle volume
growth versus the market
DATA
ANALYTICS
PLATFORM
DATA ANALYTICS
Data Analytics Platform (DAP) is all about predictive analytics and business
intelligence – combining this with DXP gives us significant advantages over our
distribution competitors. The team has now built algorithms and analytics tools
to support both vehicle and parts sales and operational planning (S&OP),
aftersales churn prediction and lead scoring to focus sales teams on genuine
‘hot’ leads.
Central capability to
drive better local and
global decisions
Using predictive analytics
to facilitate business
intelligence
Globally integrated data
repository, addressing the
entire value chain
MORE
CUSTOMERS
+26%
service bookings
Aftersales churn-
prediction algorithm
IMPROVED
EFFICIENCIES
+30%
time spent on
genuine hot leads
Lead scoring algorithm
HIGHER
GROWTH
+10%
parts revenue
Parts S&OP predictive
analytics
Data and digital are integral to
Inchcape’s growth ambitions and
a key enabler of the Accelerate
strategy.
FIND OUT MORE
Scan to view the
Spotlight on Digital
& Data webinar
MORE CUSTOMERS
IMPROVED
EFFICIENCIES
HIGHER GROWTH
DISTRIBUTION
EXCELLENCE
• 1%+ outperformance
of new car volumes
• Mid to high single digit
profit CAGR
• Further consolidation
and expansion
VEHICLE LIFECYCLE
SERVICES
• At least double used
car volumes
• Digital Parts Platform:
operational and
profitable
• >£50m incremental
profit contribution
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
17
ACQUISITIONS AND DISPOSALS
OPTIMISING OUR PORTFOLIO
Inchcape’s focus on building and maintaining close and long-standing
OEM partnerships provides the foundation for our ability to execute
strategic and accretive growth through acquisition.
Inchcape has accelerated industry
consolidation since focusing on
distribution expansion in 2016. Since
then we have developed 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,
while optimising our retail footprint
through select disposals. 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 and proven
integration capabilities in their
partnerships. Key factors in achieving
this 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 CONTRACT ADDITIONS IN 2022
OEMs
Markets
New
Existing
Bolivia
Haval
ORA
Porsche
Renault
Volvo
Joylong
DS
BYD
Changan
Chevrolet
Geely
JAC
Jaguar Land Rover
Mazda
Suzuki
Colombia
Chile
Ecuador
Peru
Belgium
Luxembourg
Revenue
+£2.3bn
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
• ‘Responsible Business’
programme
• Opportunity to professionalise
processes
REBALANCING OUR PORTFOLIO IN FAVOUR OF DISTRIBUTION SINCE 2016
2016
2017
2018
2019
2020
2021
2022
Today
Total
Number of
distribution deals
2
2
3
3
5
5
5
25
Distribution
revenue added1
Retail revenue
disposed
£400m £100m £250m £150m £200m £200m £2.3bn
£3.6bn
(£70m) (£80m) (£90m) (£600m) (£570m) (£300m) (£730m)
(£2.4bn)
1. Shows revenue reported in the last full financial year prior to Inchcape’s ownership (e.g. Derco acquired on 31 December 2022, and ‘revenue added’ is the
£2.2bn generated in the year ending December 2022)
18
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
TOYOTA MOTOR
CORPORATION
(TMC)
Locations
Distribution:
Belgium, Brunei, Bulgaria, Djibouti,
Ethiopia, Greece, Guam, Hong
Kong, Luxembourg, Macau, North
Macedonia, Saipan, Romania,
Singapore, Chile and Colombia
Retail:
UK
Our partnership with Toyota is the longest in
our portfolio, with 55 years of representation
as a distributor in geographies that reach from
South East Asia to East Africa and from Europe
to the Americas. This long-standing partnership
extends to both passenger and commercial
vehicles, a segment that we have expanded
more recently in South America.
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INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
19
STAKEHOLDER ENGAGEMENT
FORGING STRONG
RELATIONSHIPS
STAKEHOLDER
ORIGINAL EQUIPMENT
MANUFACTURERS (OEMS)
CUSTOMERS
EMPLOYEES
SHAREHOLDERS
COMMUNITIES
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
• Long-term commercial sustainability
and business viability
• Trusted partnerships
• Brand protection
• Health and safety
• Environment, social, and
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
Management
Management
• Regular top-to-top executive
• Daily reporting of customer feedback
• Launch of new Codes of Conduct
• Regular dialogue with institutional
• Market-specific activity co-ordinated
management meetings
• Market level operational meetings
• Pan-market brand development.
Board
• Major brand partner deep dive
review annually
• Regular feedback from Group CEO.
on reputation.com
• Analysis of sales force customer
journey management platform
• Ongoing surveys at market level
• Provide advice and knowledge on
a day to day basis.
Board
• Update on the customer satisfaction
analytics from reputation.com at
each meeting.
• New strategic partnership with Great
Wall Motor Company Limited, and
BYD, a leading EV manufacturer
• Expansion of distribution network
in the Americas, adding Porsche,
Volvo and Jaguar Land Rover.
• Customer omni-channel platform
rolled out to 36 markets with 13 OEMs
• Reputation.com: Total reviews in 2022:
85,200 up 22% on 2021. Average rating
was 4.8/5 up from 4.7/5 in 2021.
OUTCOMES
AND PROGRESS
20
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
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.
• Strategy
• Strategy
• Local employment
• Reward, training and development,
• Company purpose and values
• Health and safety, including local
diversity and inclusion
• Strong approach to health and
safety – duty of care
• Financial performance and strength
environmental concerns, e.g. waste
of balance sheet
• Capital allocation
disposal
• Community activities, e.g. support
• Company purpose and values
• Responsible Business/ESG
of local charities
• Long-term commercial sustainability
• Long-term commercial sustainability
• Road safety campaigns in some
• Security of employment stemming
and business viability
markets
from business viability
• Responsible employer
• Key developments in the business and
• Responsible approach to local law
issues we are facing
and regulations
• Employee engagement survey
• One Inchcape performance
management framework
• Employee intranet
• Employee engagement forums
Board
• Employee engagement surveys
and action plans
• Designated Non-Executive Director
• Annual Board visit
investors (roadshows and
conferences)
• Capital Markets Day, investor
webinars, and financial results
• Annual Report and plc website
Board
• AGM and Derco acquisition EGM
• Chairman’s periodic one-to-one
meetings
• Committee member interaction
• Consultation with employees on the
• Held over 200 investor meetings
2022 Remuneration Policy
during 2022
• Held four employee forums in 2022
• Consultation with shareholders on
• Employee engagement event in
Santiago facilitated by the
the 2022 Remuneration Policy
• 99.9% votes in favour for Derco
designated Non-Executive Director
acquisition at EGM
• Three day leadership strategy event
• Launched the ‘In the Driving Seat’
held in November in Austin, Texas
investor webinar series
Management
at local level
communities
Board
• Group-level support for extraordinary
events affecting our market
• Updates on community activities
included in regional market updates
from CEOs
• Around 19,000 people employed in
over 40 countries and geographies
• Strong levels of local community
involvement including road safety
campaigns and inclusive mobility
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
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E
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.
• Strategy
• Reward, training and development,
diversity and inclusion
• Strong approach to health and
safety – duty of care
• Company purpose and values
• Long-term commercial sustainability
• Security of employment stemming
from business viability
• Responsible employer
• Strategy
• Company purpose and values
• Financial performance and strength
of balance sheet
• Capital allocation
• Responsible Business/ESG
• Long-term commercial sustainability
• Local employment
• Health and safety, including local
environmental concerns, e.g. waste
disposal
• Community activities, e.g. support
of local charities
• Road safety campaigns in some
and business viability
markets
• Key developments in the business and
• Responsible approach to local law
issues we are facing
and regulations
Management
Management
Management
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S
• Regular dialogue with institutional
• Market-specific activity co-ordinated
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 services
• Long-term commercial sustainability
• World renowned automotive brands
HOW WE ENGAGE
Management
Management
• Regular top-to-top executive
• Daily reporting of customer feedback
and business viability
• Trusted partnerships
• Brand protection
• Health and safety
• Environment, social, and
governance (ESG).
• 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).
management meetings
• Market level operational meetings
• Pan-market brand development.
Board
• Major brand partner deep dive
review annually
• Regular feedback from Group CEO.
Board
on reputation.com
• Analysis of sales force customer
journey management platform
• Ongoing surveys at market level
• Provide advice and knowledge on
a day to day basis.
• Update on the customer satisfaction
analytics from reputation.com at
each meeting.
Wall Motor Company Limited, and
BYD, a leading EV manufacturer
• Expansion of distribution network
in the Americas, adding Porsche,
Volvo and Jaguar Land Rover.
rolled out to 36 markets with 13 OEMs
• Reputation.com: Total reviews in 2022:
85,200 up 22% on 2021. Average rating
was 4.8/5 up from 4.7/5 in 2021.
OUTCOMES
AND PROGRESS
• New strategic partnership with Great
• Customer omni-channel platform
• Consultation with employees on the
• Held over 200 investor meetings
2022 Remuneration Policy
during 2022
• Held four employee forums in 2022
• Employee engagement event in
Santiago facilitated by the
designated Non-Executive Director
• Three day leadership strategy event
held in November in Austin, Texas
• Consultation with shareholders on
the 2022 Remuneration Policy
• 99.9% votes in favour for Derco
acquisition at EGM
• Launched the ‘In the Driving Seat’
investor webinar series
• Launch of new Codes of Conduct
• Employee engagement survey
• One Inchcape performance
management framework
• Employee intranet
• Employee engagement forums
Board
• Employee engagement surveys
and action plans
• Designated Non-Executive Director
• Annual Board visit
investors (roadshows and
conferences)
• Capital Markets Day, investor
webinars, and financial results
• Annual Report and plc website
Board
• AGM and Derco acquisition EGM
• Chairman’s periodic one-to-one
meetings
• Committee member interaction
at local level
• Group-level support for extraordinary
events affecting our market
communities
Board
• Updates on community activities
included in regional market updates
from CEOs
• Around 19,000 people employed in
over 40 countries and geographies
• Strong levels of local community
involvement including road safety
campaigns and inclusive mobility
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
21
STAKEHOLDER ENGAGEMENT CONTINUED
SHAREHOLDER ENGAGEMENT CYCLE
Area
Shareholder engagement cycle 2022 Matters raised
Q1 Trading
• FY21 results presentation with Q&A and
Annual Report & Accounts
• FY21 investor roadshow
• Investor conferences
• Intention to exit from Russia announced
• 2021 performance and 2021 final dividend
• Further insight into key areas of our
business that form part of our “Accelerate”
strategy
Subsequent feedback/engagement
• Key areas of focus: Russia exposure,
strategic progress including Digital and
Data, OEM relationships, inflation and M&A
Russia
Q2 Trading
AGM
Webinar
• Impact of the disposal of Russian
• Pleased to see the Board act decisively
on 15 March 2022
operations
with consideration for various stakeholders
• Q1 trading update with Q&A
• Investor conferences
• 2022 AGM held on 19 May 2022
• Performance during the first quarter of
2022 and completion of exit from Russia
• Appreciation for swift and clean exit from
Russia
• No issues were raised by shareholders
• All resolutions passed with over 90% of
• Launched first webinar for our “In the
• Focus on the Group’s fastest growing
Driving Seat” series with a “Spotlight on
the Americas”
region, and the growth prospects going
forward within Distribution Excellence
and Vehicle Lifecycle Services.
votes in favour
• Positive engagement from investors and
analysts; appreciated the deep-dive on
the region showing its evolution/growth
Q3 Trading
• Interim results and presentation with Q&A
• Investor roadshow and conferences
• 2022 interim performance and dividend
• Key area of focus was the Derco
Remuneration • Consultation with shareholders on
• ESG metrics, pension alignment and
proposed 2023 Remuneration Policy
continued use of two long term
incentive plans
acquisition which was well received
• Positive feedback that policy is working
well. Caution advised on the use of ESG
metrics. Further information on page 99
Derco
• Derco acquisition announced on 28 July
• Proposal of the Derco acquisition
• Further information on page 21
2022
Q4 Trading
• Q3 trading update with Q&A
• Investor roadshow
• Performance during the third quarter
• Key areas of focus were inflationary
of 2022
• Update to our FY22 outlook
headwinds, vehicle supply, interest rates,
and demand trends across our markets
Webinar
• Hosted our second webinar for our “In the
Driving Seat” series with a “Spotlight on
Digital & Data”
• Progress the Group has made on its digital
and data journey and how it is integral
to the Group’s growth ambitions
• Positive engagement from investors and
analysts; appreciated insights on how
integral digital and data is to the business
Derco
• Derco acquisition circular sent to
• No matters were raised by shareholders
• The resolution passed with 99.99% of
shareholders. EGM held on 16 December
2022
votes in favour. Transaction completed
on 31 December 2023
• In response to investor feedback on understanding further key areas of our business, we launched our “In the Driving Seat” series.
We hosted our first webinar in Q2 on “Spotlight on Americas”, and in Q4 our second one in the series “Spotlight on Digital & Data”.
INCHCAPE AMERICAS HAS GROWN
SIGNIFICANTLY SINCE 2016
A GLOBAL DIGITAL INFRASTRUCTURE,
DRIVING SMARTER DECISIONS
Revenue 20211 (pre-Derco)
£1.2bn
2016: £160m
OEM brands
BMW*
Fuso
25
Mini
Porsche
BMW Motorrad*
Geely
BYD
Hino
Rolls Royce
Changan
Jac Motors
Subaru
Chrysler
Diechi
DFSK
Doosan
Jaguar
Jeep
Suzuki
Volvo
Land Rover
Western Star
Mack
Freightliner
Mercedes-Benz
Markets
12
Argentina
Costa Rica
Panama
Barbados (+)*
Ecuador
Peru*
Chile*
El Salvador
Uruguay
Colombia
Guatemala
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
• Enables the capture
of significant customer
and vehicle data
Data analytics platform
Predictive analytics and
business intelligence
• Central capability to drive
better local and global
decision
• Using predictive analytics
to facilitate business
intelligence
• Globally integrated data
repository, addressing
the entire value chain
Our global tech capability
Inchcape Digital Architecture:
a single common global
technology stack
Digital Delivery Centres:
our internal digital delivery
capability
FIND OUT MORE
Scan to view the Inchcape
Americas webinar
FIND OUT MORE
Scan to view the Spotlight on
Digital & Data webinar
1. 2021 revenue pro forma for acquisitions announced up until 30 June 2022 pre-Derco
+ Indicates the base of the core distribution operations which also serves as other neighbouring islands
* part of the Inchcape business in 2016
22
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
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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 makes today will affect the
success of the Group in the longer term. When making such
decisions, the Board considers what value will be created
for shareholders, if the appropriate resources are available,
how current and future employees will be affected 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 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 59 to 66 for further details.
Further information on the significant decisions taken by
the Board during the year are given in the Corporate
Governance Report on page 82.
The Responsible Business framework: Driving What Matters,
which is owned and delivered by our colleagues around
the Group, sets out what responsible business means for
Inchcape under four pillars, People, Places, Practices and
Planet. Please see pages 37 to 42 for further information.
The pillars focus on the issues that are important to our
employees, our communities, ensuring ethical business
conduct, and the environment. The data points give the
Board context for what the potential consequences of
long-term decisions will be.
Interests of employees
A major transaction such as the Derco acquisition will bring
uncertainty for employees in both businesses, as there is a
likelihood that some roles are duplicated and/or become
redundant. The Board took these impacts into consideration
during the decision making process and, while it is always
a difficult decision to remove roles, the Board agreed
becoming part of a larger global organisation will also offer
career development opportunities for Derco employees.
A comprehensive change management and
communications plan was put in place including a series
of townhalls to explain the acquisition process, start the
on-boarding programme, and to provide an opportunity
for employees to express their views.
Further information on engagement with employees, any
outcomes where applicable, and decisions which have
affected employees, are given throughout this report.
Fostering business relationships
Our OEM relationships are of paramount importance to
the achievement of the Accelerate strategy and the length
of these relationships is testament to their strength. When
considering acquisitions and new partnerships which are
fundamental to achieve the Group’s purpose of bringing
mobility to the world’s communities – for today, for
tomorrow and for the better the Board considers whether
the combination of Inchcape and the OEM will be a good
strategic and cultural fit.
The Derco acquisition brought five new OEM brands to
the Inchcape Group. When reaching its decision on the
acquisition, the Board considered the OEM brand portfolio
as a whole, agreeing a programme of engagement with
both current and new OEM brand partners to ensure
strategies and expectations are aligned.
Impact of communities and the environment
The Planet pillar assesses the impact the automotive industry
has on the environment and the impact of climate change
upon our business by focusing on understanding the Group’s
climate related risks and opportunities and Scope 1,2 and 3
emissions. During the year, the Board considered whether it
was appropriate to set emissions reduction targets for Scope
3, which account for 99.97% of the Groups’ total footprint.
Ultimately the Board decided not to set science-based
Scope 3 targets due to the complexities of achieving targets
where we have limited control. However, this will be reviewed
on a regular basis by the Board who are committed to
tackling the impacts of climate change. Please see pages
44 to 54 for further information.
High standards of business conduct
It is important to the Board to maintain a reputation for high
standards of business conduct. This is taken into account by
the Board when making material decisions, i.e. acquisitions,
joint ventures and remuneration outcomes.
During the decision-making process for the Derco acquisition
the Board reviewed the due diligence findings, management
and external advisor reports, and its reputation locally. The
Derco business is well respected, with a strong culture that is
similar to Inchcape’s. However, there are always integration
and business plan risks associated with acquisitions.
Therefore, the Board approved a set of 11 key controls which
can be implemented from day one to mitigate those risks.
Shareholders
Engagement is a key tool for taking into account the views
of shareholders. During 2022, the Remuneration Committee
Chair and the Chairman carried out a shareholder
consultation on the proposed remuneration policy which
will be put to shareholder vote at the Annual General
Meeting in May 2023. The feedback received from investors
provided valuable input for the Committee, especially
around introducing a carbon reduction related ESG target
into the long-term incentive plans. Further details are given
on page 99.
The Board approved a range of activities designed to
enhance shareholder value, including dividend policy,
share buyback programme and the acquisition of Derco,
which was overwhelmingly approved by shareholders at
the EGM in December 2022 with 99.99% of votes in favour.
Further information on how the Derco acquisition will create
shareholder value is given on pages 24 to 25.
All shareholders are invited to attend the Annual General
Meeting and have the opportunity to speak or ask questions
to the Board members.
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
23
EXPANDING OUR CAPABILITIES
DERCO ACQUISITION
Extending Inchcape’s global leadership in automotive distribution
As outlined in our Accelerate strategy (see pages 5 to 7), the global automotive market presents significant
opportunities for Inchcape to consolidate in the distribution market. Despite being the biggest independent
automotive distributor, we had been tracking at around 1% of the 17 million vehicle volume addressable
market. Accelerating acquisitions in this fragmented market is a key part of our growth strategy.
The Group announced its proposed acquisition of Derco in July 2022. Prior to Inchcape‘s acquisition, Derco,
a family-founded and privately owned company, was the largest independent automotive distributor in Latin
America with revenue in 2022 of £2.2bn. Following shareholder and market regulatory approval, the deal
completed on 31 December 2022, and the core focus for 2023 is on integrating our operations in the Americas.
EXISTING PORTFOLIO:
KEY FACTS
£2.2bn
~4,500
revenue (2022)
colleagues
4
11
markets1
OEM brands
150k
new vehicles
329
locations
distributed
~30% operated by Derco
1. Bolivia, Chile, Colombia and Peru
FIND OUT MORE
Scan to view the 2022
Interim Results webcast
and presentation
24
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
A STRATEGIC AND ACCRETIVE
ACQUISITION
Strong
topline growth
prospects
• Increases exposure to higher
growth markets
• Leverage combined scale
to capture more vehicle
lifetime value
Margin
upside
• Derco is margin accretive
for the Group
• Significant opportunity
for synergies
Distribution
consolidation
• Significantly increases
Inchcape’s distribution scale
• Global automotive distribution
remains highly fragmented
SIGNIFICANT SHAREHOLDER
VALUE CREATION
Financial
profile
• The transaction is expected
to accelerate growth and
be margin accretive
Earnings
impact
• 15%+ EPS accretion in 2023;
20%+ accretive in 2024
• Up to £60m of one-off cash
cost of delivering synergies
(over two years)
Value
creation
• ROIC expected to exceed
project cost of capital in third
full year following completion
New
opportunities
• Leverage broader network
• Leverage partnerships with
financers and GFV1 product
knowledge
• Leverage Inchcape’s Digital
and Data capabilities
1. GFV = guaranteed future value (also commonly referred to as “PCP”)
“ We are delighted to welcome the Derco team to
Inchcape. The combination with Derco is a transformative
and unique opportunity to accelerate our global
distribution business. In addition to delivering substantial
shareholder value, the acquisition will provide exciting
opportunities for our colleagues, OEM partners, dealers
and consumers, and is another great example of
Inchcape’s Accelerate strategy in action.”
DUNCAN TAIT
Group CEO
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GUATEMALA
COSTA RICA
PANAMA
BARBADOS
EL SALVADOR
COLOMBIA
ECUADOR
PERU
BOLIVIA
CHILE
URUGUAY
ARGENTINA
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
25
OUR LOCATIONS
Inchcape
Argentina
Barbados
Chile (headquarters)
Colombia
Costa Rica
Ecuador
El Salvador
Guatemala
Panama
Peru
Uruguay
Derco
Bolivia
Chile (headquarters)
Colombia
Peru
The acquisition of Derco
extends our global leadership
in auto distribution and makes
Inchcape the largest
independent distributor in
Latin America. It also almost
doubles Inchcape’s share
of the 17 million addressable
market to around 2%.
Derco brands
• Changan
• Chevrolet
• Citroen
• DS Automobiles
• Great Wall
• Haval
• Jac Motors
• Joylong
• Mazda
• Renault
• Suzuki
KEY PERFORMANCE INDICATORS
Link to Strategy
Remuneration
– see pages 69
to 116 for
performance
measures
MEASURING PROGRESS
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 pages 206 to 207 provides definitions of KPIs and other alternative
performance measures.
FINANCIAL KPIS
Revenue
£8.1bn
2021: £6.9bn2
2022
2021
2020
2019
2018
£8.1bn
£6.9bn
£6.8bn
£9.4bn
£9.3bn
Definition
Consideration receivable from the sale of goods
and services. It is stated net of rebates and any
discounts, and excludes sales related taxes.
Adjusted
operating
margin1
5.1%
2021: 4.1%2
Profit before tax
and adjusting
items1
£373m
2021: £249m2
2022
2021
2020
2019
2018
2.4%
5.1%
4.1%
4.0%
4.3%
Definition
Operating profit from continuing operations
(before adjusting items) divided by sales.
2022
2021
2020
2019
2018
£249m
£128m
£373m
£326m
£351m
Definition
Represents the profit made after operating
and interest expense excluding the impact
of adjusting items and before tax is charged.
Free cash flow1
£380m
2021: £274m2
2022
2021
2020
2019
2018
£380m
£274m
£177m
£213m
£289m
£279m
Return on capital
employed1
41%
2021: 28%2
Definition
Net cash flows from operating activities, before
adjusting cash flows, less net capital expenditure
and dividends paid to non-controlling interests.
41%
28%
2022
2021
2020
2019
2018
12%
22%
22%
Definition
Operating profit (before adjusting 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.
2022 performance
The Group has delivered £8.1bn, up 15%
organically (excluding currency effects and
net M&A) and up 18% reported versus prior
year. This has been driven by robust consumer
demand following a prolonged period of
supply shortages.
Why we measure
A key metric of operational efficiency, ensuring
we are leveraging our scale to translate sales
growth into profit.
2022 performance
Operating margin is 5.1%, up 100bps versus
2021. This is owing to a combination of higher
vehicle gross margins, driven largely by the
combination of robust consumer demand
and supply shortages.
Why we measure
A key driver of delivering sustainable growth
and growing earnings to shareholders.
2022 performance
In 2022 this increased 50% to £373m, reflecting
the strong improvement in revenue and
operating profit.
Why we measure
A key driver of the Group’s ability to fund
inorganic growth and to make distributions
to shareholders.
2022 performance
The Group delivered free cash flow (FCF)
of £380m, an increase of 39% on 2021 and
representing a conversion of operating profit
of 92%, exceeding the long-term average
of 60-70%.
Why we measure
ROCE is a measure of the Group’s ability to
drive better returns for investors on the capital
we invest.
2022 performance
ROCE for the period was 41%, compared to
28%2 for the equivalent period last year. This
increase was primarily driven by the recovery
in Group profits.
1. Alternative performance measure, see page 206.
2. Restated, page 142.
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INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
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Over the year we have introduced a number of new Non-financial KPIs which align to our business model as part of our
Accelerate strategy and “Driving What Matters” plan. Our focus on the customer whilst operating responsibly is at the heart
of our business model. This is a fundamental to our strategy, and maps the way Inchcape creates sustainable value for all
our stakeholders.
Link to Strategy
Distribution
People
Planet
NON-FINANCIAL KPIS
2018
BEV’s sold
1.8%
2021: 1.2%
Reduction in
Scope 1 and
Scope 2 GHG
emissions
24%
Reputation.com
Score
671
2021: 642
Women in
Senior Leadership
positions
22%
2021: 18%
[XX]%
[XX]%
1.2%
0.8%
1.8%
2019
2022
2021
2020
Definition
% of battery electric vehicles (BEV)
2018
sold. BEV’s are fully battery powered
and run on electric power.
2019
£XXbn
£XXbn
2020
2021
2022
£XXbn
£XXbn
24%
Definition
Aggregate Scope 1 and Scope 2
GHG emissions in 2022 vs 2019 base.*
For further information on TCFD see
pages 44 to 54
* 2019 figures have been restated to reflect
relevant disposals, acquisitions and data
rectification
2022
2021
2020
2019
2018
671
642
566
522
475
Definition
A measure of the end customer
experience in our dealerships (both
distribution and retail), using Google
Business Profiles star ratings among
other metrics. Score up to 1000.
2022
2021
22%
18%
Definition
Percentage of women in top three
bands, which includes the Group
Executive Team and its direct
reports.
Please see page 121 for more
information, including a complete
breakdown of the gender diversity
within the Group.
Why we measure
This is a new KPI in 2022. A core element of our strategy is
the deployment of Battery Electric Vehicles (BEV’s), which
underpins our core business model and is fundamental
to the long-term sustainability of the business.
2022 performance
We continue to make progress on increasing the number
of BEV’s sold. As part of our Responsible Business Plan we
will continue to see growth in this trend, particularly in our
developed markets.
Why we measure
This is a new KPI in 2022. Reducing the emissions over
which we have the greatest degree of control is a key
sustainability priority for the Group. We have set targets for
Scopes 1 and 2 using Science Based Targets Methodology
with the aim of reducing our emissions by 46% by 2030 and
achieving net zero by 2040.
2022 Performance
Scope 1 and 2 emissions were reduced by 9,800 tonnes
measured on a market basis and by 8,700 tonnes on
a location basis against the 2019 revised baseline. This is
included in the strategic element of the CEO bonus –
please see pages 96 to 116 for further details.
Why we measure
Customer reputation score is a measure we introduced
in 2018 which provides a commercially relevant customer
experience measure using Google Business Profiles and
monitors customer sentiment.
2022 Performance
Adoption of Reputation.com is at an all-time high and
we see this through our strong increase in 2022. We have
been focusing on improving the things within our control,
ensuring data accuracy, and helpful, timely responses
to customer input, whilst offering a high level of service
in our dealerships around the world.
Why we measure
This is a new KPI in 2022. The Women into Leadership
programme aims to target no less than 90% progression
to a new role (at the same level or promoted) within 24
months of programme completion and to increase the
proportion of women in senior positions from 18% to 30%
by the end of 2025.
2022 Performance
Since the programme inception, six cohorts have
launched covering all geographic regions, with 45 women
completing the pilot programme in 2021 and a further 45
women completing the 2022 programme. Mentoring was
also added to the 2022 programme.
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
27
OPERATING AND FINANCIAL REVIEW
ADRIAN LEWIS
ACTING CHIEF FINANCIAL OFFICER
GREAT
STRATEGIC,
FINANCIAL AND
OPERATIONAL
PROGRESS
I am pleased to present the Operating and
Financial Review for 2022, a year in which the
Group has continued to make substantial
strategic, operational and financial progress.
2022 was a transformational year for the Group
as we made great strides with our strategy,
further shifting our portfolio towards distribution
and developing our vehicle lifecycle services
offering.
Fantastic operational execution from all our
teams drove growth in revenue and profit,
and another year of excellent cash flow.
28
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
The Group delivered a great set
of results in 2022, with all regions
contributing positively and driving
growth across our key financial
and non-financial metrics.
During the year, consumer
demand remained robust against
the backdrop of vehicle supply
constraints, which supported our
performance during the year. We
saw a gradual improvement in supply
through the year, which helped an
acceleration of our revenue growth.
During the period of supply-demand
imbalance, we experienced elevated
levels of vehicle profitability (new and
used), although this normalised during
the second half of the year.
Underpinning this is the quality of
our people and the strength of our
business model. This enabled the
Group to accelerate performance
together with increased geographic
diversification, which will continue
to drive resilience amid economic
uncertainties.
The combination of the Group’s
distribution expertise, digital and data
capabilities, and strong financial
position makes us the consolidator
of choice in the highly fragmented
automotive distribution industry. In
2022 we continued to expand our
distribution business through bolt-on
acquisitions in the Americas, further
contract wins and the exciting
acquisition of Derco, an important
milestone in the execution of our
Accelerate strategy. The pipeline
for future M&A remains healthy.
In addition to a strong revenue and
profit outturn, the Group’s resolute
focus on cash resulted in a record
level of free cash flow of £380m,
versus the previous record of £314m
in 2017. As we look ahead, the
acquisition of Derco will provide
opportunities for us to deploy our
own practices and processes to
drive working capital efficiencies
and additional cash-flow generation.
Following the completion of the
acquisition of Derco in December
2022, the Group’s net debt position
was £378m. Given the pipeline of
M&A opportunities and our current
leverage position, we have paused
share buybacks, but will continue
to review the appropriateness in line
with our capital allocation policy. The
Group’s proposed dividend in relation
to 2022 is 28.8p, up from 22.5p in 2021.
The Group launched Accelerate in
2021, and we have made fantastic
progress against our ambitions to
extend our leadership in automotive
distribution, and to capture more of
a vehicle’s lifetime value. While we
are excited about our progress so far,
we will maintain our capital allocation
discipline, and remain focused on
delivering benefits to all stakeholders.
ADRIAN LEWIS
ACTING CHIEF FINANCIAL OFFICER
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HIGHLIGHTS
Revenue
£8.1bn
2021: £6.9bn1
Adjusted operating margin2
£5.1%
2021: 4.1%1
KEY PERFORMANCE INDICATORS
Our results are stated at actual exchange rates. However, to enhance
comparability we also present year-on-year changes in sales and adjusted
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 adjusting items.
2022
20211
% change
reported
% change
constant
FX2
% change
organic3
Key financials (continuing operations)
Revenue
Adjusted Operating Profit1
£8,133m £6,901m
£411m £281m
+18%
+46%
+16%
+41%
+15%
Adjusted Operating Margin1
5.1%
4.1% +100bps
+90bps
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Profit before tax and adjusting items1
Adjusted Profit Before Tax1
£373m
2021: £249m1
Free cash flow2
£380m
2021: £274m1
Return on capital employed1
41%
2021: 28%1
Dividend per share
28.8p
2021: 22.5p
Adjusted Basic EPS1
Dividend Per Share
Free Cash Flow1
Statutory financials
£373m £249m
72.0p
28.8p
46.3p
22.5p
£380m £274m
+50%
+56%
+28%
+39%
Operating Profit (continuing operations) £400m £181m
Profit Before Tax (continuing operations)
£333m £149m
Total (loss)/profit for the year
Basic EPS (continuing operations)
£(6)m £122m
61.1p
20.3p
1. Restated to adjust for the disposal of the remaining business in Russia which has been reported as
a discontinued operation, see page 142
2. These measures are Alternative Performance Measures, see pages 206 to 207
3. Organic growth is defined as revenue growth in operations that have been open for at least a year
at constant foreign exchange rates
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
29
OPERATING AND FINANCIAL REVIEW
CONTINUED
PERFORMANCE REVIEW
Performance review: full year 2022
The Group delivered another great
set of results in 2022, driven by growth
across both Distribution and Retail
segments. Our performance was
driven by growth of new vehicles,
underpinned by robust consumer
demand and price-mix tailwinds
against a backdrop of supply
shortages, and a solid contribution
from used vehicles, which benefited
from unprecedented pricing-levels
and our roll-out of bravoauto. While
revenue growth was skewed towards
the second-half, as we lapped the
trough for supply, profit was split more
evenly due to a combination of
margin normalisation, with improving
vehicle supply, set-up costs related
to new OEM relationships and an
increase in investment in VLS in the
second-half.
Over the course of the year, the
Group generated revenue of £8.1bn,
adjusted operating profit of £411m
and free cash flow of £380m.
Group revenue of £8.1bn rose 18%
year-on-year reported and 16% in
constant currency. The growth rate
is supported by the addition of
new distribution businesses in the
Americas and in APAC. There was
no contribution from Derco to our
FY22 financial performance. It is
worth noting that the comparative
period includes the results of our
St. Petersburg operation which was
disposed towards the end of 1H21.
On an organic basis, excluding
currency effects and net M&A,
revenue increased by 15%, driven by
a combination of continued volume
recovery and price-mix tailwinds.
The Group delivered an adjusted
operating profit of £411m, up 46%
year-on-year reported and 41% in
constant currency. The profit growth
reflects the topline increase and
the year-on-year operating margin
improvement.
Adjusted profit before tax (PBT)
of £373m (2021: £249m) reflects
the improvement in revenue and
operating profit. The net interest
expense of £37m (2021: £33m) rose
versus the prior year due to higher
cost of financing.
During the reporting period adjusting
items amounted to an expense of
£40m (2021: £100m). This was primarily
driven by one-off costs related to
acquisitions and the disposal of
Russia (£28m) and non-cash, non-
operational losses arising from the
adoption of hyperinflation accounting
(Ethiopia; £30m), partially offset by
other operating items (£18m).
The highly cash-generative nature of
our business model was evident with
record free cash flow generation of
£380m (2021: £274m) – this represents
a conversion of adjusted operating
profit of 92% (2021: 97%), exceeding
the long-term average of 60-70%. In
2022 we saw a net working capital
inflow of £75m primarily as a result
of a rebound in the level of inventory
financing, which more than offset the
rise in inventory levels (following last
year’s trough reached in Q4) and
an expected increase in receivables.
As we look ahead the Group’s free
cash flow conversion is expected
to normalise towards its historic
range of 60-70%.
Other notable elements of the cash
flow bridge include: net acquisitions
and disposals, which amounted to
an outflow of £412m (primarily relating
to the acquisition of Derco, as well
as other acquisitions in the Americas:
Ditec and Simpson Motors, and
includes the first tranche of cash
received in relation to our Russia
disposal), dividend payments of
£89m and an outflow of £70m related
to our share buyback programmes.
The Group closed the reporting
period in an adjusted net debt
position of £378m (excluding lease
liabilities), which compares to
adjusted net cash of £379m at the
end of December 2021, and £439m
as at 30 June 2022.
The movement primarily relates to
the acquisition of Derco (cash-out
and net debt acquired). On an IFRS 16
basis (including lease liabilities), we
ended the period with net debt of
£877m (December 2021: net funds of
£55m). Adjusted Return on capital
employed over the period was 41%,
compared to 28% for the equivalent
period last year. The increase was
driven by the growth in Group profits
on stable capital employed. Following
the dilutionary effect of acquisitions
we expect this will normalise to c.25%.
Fourth quarter 2022
Group revenue for the fourth quarter
was £2.1bn, up 32% reported. On an
organic basis revenue increased
22%, compared to +16% in Q3 – the
step-up in growth was primarily owing
to lapping the trough for supply which
impacted the fourth quarter of 2021.
In Distribution, the fourth quarter
was the strongest quarter of the year,
underpinned by organic growth
and some contribution from M&A
(Americas and Asia). On an organic
basis revenue increased 25%,
following an 18% increase in Q3. The
sequential step-up in organic growth
was driven by the improvement
in vehicle supply that was most
prominent in Australasia.
In Retail, revenue increased 14%
organically, following a 11% increase
in Q3. The improvement in revenue
growth was owing to a higher volume
of new (due to better vehicle supply)
and used vehicles (bravoauto), while
Aftersales performance continued
to be solid.
Derco acquisition
The Group completed the £1.3bn
acquisition of Derco on 31 December
2022, funded by £400m cash and
£600m of new debt. The transaction
increased Group leverage 0.6x Net
Debt/EBITDA1 (pre IFRS 16), with
deleveraging supported by the
highly cash generative nature of the
business. Derco did not contribute
to the Groups financial performance
in 2022. Revenue was £2.2bn (2021:
£1.9bn) with an adjusted operating
profit of £192m (2021: £237m). We
expect Derco will generate an
operating margin towards the
top-end of the range of a typical
automotive distribution business
(5-7%), before recurring synergies.
The transaction is expected to deliver
annualised recurring synergies of
at least £40m, with the significant
majority delivered by the end of
2024. There are opportunities to
drive significant revenue synergies,
which are as yet unquantified. These
will require one-off cash costs of up
to £60m over two years.
30
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
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DISTRIBUTION
The Distribution segment
reported revenue of £5.9bn
increasing 26% year-on-year,
with all regions growing
versus the prior year.
The combination of an excellent
topline performance and higher
margins drove adjusted operating
profit¹ of £363m (2021: £246m).
Adjusted operating margin¹ rose
90bps to 6.2%.
Our regional disclosure has been
aligned with the Group’s
Management responsibilities and
reporting structure. In the second
half of 2022, in preparation for our
acquisition of Derco, the Americas
moved to be managed as a single
region (under Romeo Lacerda), and
Africa was combined with the Europe
region (under Glafkos Persianis).
APAC, which includes both Asia
and Australasia, continues to be
managed by Ruslan Kinebas.
APAC revenue was up 9% year-on-
year with adjusted operating profit1
REGIONAL BREAKDOWN
APAC
Europe & Africa
Americas
rising 28%. In Asia, the improvement
versus the prior year was due to the
positive contribution from our smaller,
newer and more developing markets
(e.g. Guam, Saipan, Brunei,
Indonesia). In the case of Hong Kong,
pandemic related restrictions
weighed on our first-half results, but
performance in the second-half
improved markedly and at the
beginning of 2023 the border with
China was reopened, which may
signal the trough of the market. In
Singapore our performance
continues to be impacted by lower
availability of vehicle licences (with
volumes 70% below the peak in 2017).
Our current expectation is that
licence availability will begin to
improve in late-2023. The trends across
the rest of Asia continued be solid,
with revenue and profit above both
the prior year and the first-half of 2022.
In terms of our newest distribution
businesses (JLR in Indonesia, and
commercial vehicles and machinery
in Micronesia), the performance of
both has exceeded our expectations.
In Australasia, our performance
was helped by a gradually improving
supply situation (vehicle supply was
at its highest in Q4) and favourable
price-mix. Volumes, revenue and
profit reached a three year high in the
fourth quarter, supported by broad-
based performance (across New,
Used and Aftermarket) and the
benefits of our cost-restructuring.
Europe & Africa revenue was up 28%
year-on-year with adjusted operating
profit1 rising 44%. In Europe, growth
was driven by the improvement in
vehicle supply (>20% increase in new
vehicle volume) coupled with robust
demand. This resulted in us gaining
share in each of our largest markets
(i.e. Belgium, Greece, Romania).
While vehicle supply continued to
improve towards the end of the year,
order banks remain at record levels
and will provide an underpin in
2023 as we navigate a changeable
economic backdrop. Performance
across the halves was broadly
consistent in terms of revenue,
although some strategic investments
(e.g. bravoauto) in the second-half
resulted in slightly lower margins. In
Africa, revenue and profit improved
in the second-half, supported by
higher vehicle volumes and
Aftermarket resilience.
Americas revenue grew 60% year-on-
year (with new businesses contributing
more than 20% to growth), driving
adjusted operating profit1 up 98%.
The Americas delivered excellent
performance across all major
markets, notably in Chile, Columbia
and Peru. This was driven by a
combination of robust consumer
demand and a shortage of vehicle
supply which supported pricing and
margins, particularly in the first-half.
In the second-half, we saw a step-up
in revenue owing to higher new and
used vehicle volumes. While margins
returned to a more normal level
(6-6.5%), in line with the improvement
in vehicle volumes, overall profitability
was broadly evenly split. During the
first-half we acquired two distribution
businesses (Simpson Motors and
Ditec), which we indicated would add
an aggregate c.£250m of annualised
revenue, and both businesses have
contributed meaningfully in 2022.
At the end of the fourth quarter we
purchased Derco, the largest
distributor in Latam, which will provide
a step-change to our presence in
the region. For more information on
the region please visit our website
where you can watch a replay of our
webinar: ‘In the driving seat: Spotlight
on Americas’, outlining our growth
to date, strategic priorities and our
confidence in the region’s growth
prospects over the medium and
long term.
Revenue
2022
2021
Adjusted operating profit1
5,868.8
2022
363.3
4,671.7
2021
246.0
Adjusted
operating margin1
6.2%
5.3%
1. Operating profit and operating margin stated pre adjusting items.
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
31
OPERATING AND FINANCIAL REVIEW
CONTINUED
RETAIL
Following a proactive
disposal programme, the
Retail segment only includes
the results of the UK and
Poland franchise dealerships
and our bravoauto business
in these markets.
From the start of 2023, in the UK
certain manufacturers will change
the way they sell new vehicles
(choosing to sell directly to consumers
via dealer groups), and as such
Inchcape will only recognise a
handling-fee (not the selling price of
the vehicle). The estimated impact of
this change on Inchcape’s reported
Retail revenue is a c.£200m reduction.
The impact on operating profit is
expected to be negligible.
1. Operating profit and operating margin stated
pre adjusting items
Retail delivered organic revenue
growth of 10% and adjusted
operating profit1 rose 34%, resulting
in an operating margin of 2.1%. While
vehicle supply improved gradually
throughout the year (we saw
sequentially higher new vehicle
volumes every quarter) this lagged
demand, which remained solid.
We continued to invest in and
expand our bravoauto business,
which is performing as per our plan.
As anticipated, our Used car business
has started to see profitability
normalise, consistent with the
reduction in used car prices. We
reported an operating margin of
1.5% in the second-half, with the
reduction owing to normalising
vehicle profitability and our
investment in bravoauto.
REGIONAL BREAKDOWN
Total Retail (UK & Poland)
Revenue
2022
2021
Adjusted operating profit1
2,263.9
2022
47.5
2,229.2
2021
35.4
Adjusted
operating margin1
2.1%
1.6%
1. Operating profit and operating margin stated pre adjusting items.
32
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Other financial items
Adjusting items: In 2022, we have
reported a pre-tax charge of £40m
(2021: charge of £100m) in respect of
adjusting items. This includes benefits
of £20m, following the change from
RPI to CPI for pension increases, and
£13m in respect of disposal proceeds
from Russia. This was offset by £42m
relating to acquisition related costs,
primarily in relation to the acquisition
of the Derco group and a net
monetary loss of £30m upon
application of hyperinflationary
accounting in Ethiopia. Further details
can be found in note 2 of the financial
statements.
Net financing costs: Reported net
finance costs were £67m (2021: £33m).
This includes the net monetary loss
on adoption of hyperinflationary
accounting in Ethiopia of £30m, noted
above as an adjusting item. Adjusted
net finance costs were £37m (2021:
£33m) with the increase versus the
prior year due to higher cost of
financing. The interest charge is stated
on an IFRS 16 basis and excluding
interest relating to leases our Reported
net finance costs were £57m (2021:
£23m). In 2023 the Group anticipates
net finance costs of c.£110m, based
on prevailing interest rates, with the
step-up versus 2022 reflecting higher
rates and financing of Derco.
Tax: The effective tax rate for the
year is 29.5% (2021: 43.4%), and the
underlying effective tax rate on
adjusted profit before tax is 26.1%
(2021: 25.4%). The increase in the
underlying effective tax rate includes
the impact of a change in the
Group’s profit mix resulting in more
profit arising in markets with higher
corporate tax rates. Following the
acquisition of Derco, and reflecting
the greater profit contribution from
markets with higher corporate tax
rates, the Group’s underlying effective
tax rate is expected to be between
27% and 28%.
VALUE DRIVERS
Non-controlling interests: Profits
attributable to our non-controlling
interests were £5m (2021: £5m). 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 30% share in Ditec in Chile,
a 10% share of Subaru Australia and
6% of the Motor Engineering
Company of Ethiopia.
Dividend: The Board has declared
a final ordinary dividend of 21.3p per
ordinary share which is subject to the
approval of shareholders at the 2023
Annual General Meeting, and if
approved will be paid in June 2023.
This follows an interim dividend of
7.5p, and takes the total dividend in
respect of FY22 to 28.8p. The Dividend
Reinvestment Plan is available to
ordinary shareholders and the final
date for receipt of elections to
participate is 26 May 2023.
Capital expenditure: During 2022,
the Group incurred net capital
expenditure of £59m (2021: £40m),
consisting of £69m of capital
expenditure (2021: £65m) and £10m
of proceeds from the sale of property
(2021: £25m). 2022 net capital
expenditure includes £2m related
to Russia, incurred prior to its disposal.
In 2023, we continue to expect net
capital expenditure of less than 1%
of Group sales.
Financing: As at 31 December 2022,
the committed funding facilities of
the Group comprised a syndicated
revolving credit facility of £700m (2021:
£700m), sterling Private Placement
loan notes totalling £210m (2021:
£210m), a bridge facility of £350m
(2021: £nil) and a term facility of
£250m (2021: £nil). As at 31 December
2022, the bridge and term facilities
were fully drawn and the syndicated
revolving credit facility was undrawn
(2021: undrawn).
Pensions: As at 31 December 2022, the
IAS 19 net post-retirement surplus was
£93m (2021: £82m), with the increase
driven largely by movements in
corporate bond yields over the period
affecting the discount rate assumption
used to determine the value of
scheme liabilities and the pension
indexation gain treated as an adjusting
item, partially offset by lower than
expected returns on scheme assets.
In line with the funding programme
agreed with the Trustees, the Group
made additional cash contributions
to the UK pension schemes amounting
to £2m (2021: £6m).
Acquisitions: In 2022 the Group
continued to further expand its
distribution footprint, completing six
deals during the year. This includes
the acquisitions of Ditec and Simpson
Motors in the Americas region during
the second quarter, and several new
contract wins over the course of the
year (Geely in Ecuador, ORA in Hong
Kong and Macau, BYD in BeLux). The
Group completed its acquisition of
Derco on 31 December 2022, resulting
in a cash-outflow of £407m and the
assumption of Derco’s closing net
debt (£522m) – which reflects the
closing position of the balance sheet
upon completion. The purchase price
included the issuance of 39 million new
Inchcape shares (valued at c.£280m
in July 2022 when the transaction
terms were agreed). In light of the
deal-timing, it was agreed that the
pre-completion dividend owed to
the Del Río family and the acquisition
of minority shareholdings (£270m in
total) would occur during 2023.
Discontinued operations: During
the year, the Group agreed the sale
of its remaining retail-only operations
in Russia. In 2022, the operations
generated revenue of £237m and
operating profit of £21m. This has
been classified within discontinued
operations. The total loss reported
was £241m, where we realised £99m
of accumulated foreign exchange
losses upon disposal.
We provide disclosure on the value drivers behind the Groups gross profit. This includes:
• Gross profit attributable to Vehicles: New Vehicles, Used Vehicles and the associated income from finance and insurance
products; and
• Gross profit attributable to Aftersales: Service and Parts
Vehicles
2022
2021
Aftersales
883.5
2022
682.8
2021
441.8
375.2
We operate across the automotive value chain, and during the year we generated 33% of gross profit through Aftersales
(2021: 35%). In 2019 Aftersales accounted for 39% of Group gross profit. The reduction since 2019 reflects the greater gross
profit contribution from vehicles as volumes improved and the benefit from higher vehicle gross margins.
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
33
OPERATING AND FINANCIAL REVIEW
CONTINUED
REGIONAL BUSINESS MODELS
DISTRIBUTION
Americas
Country
Argentina
Barbados1
Bolivia
Chile
Colombia
Costa Rica
Ecuador
El Salvador
Guatemala
Panama
Peru
Uruguay
Brands
Subaru, Suzuki
Chrysler, Daimler Trucks, Dodge, Freightliner, Fuso, Isuzu, JCB, Jeep, John Deere, Mercedes-Benz, Mitsubishi, Subaru,
Suzuki, Western Star
Changan, Chevrolet, JAC Motors, Joylong, Renault, Mazda, Suzuki
BMW, BMW Motorrad, DFSK, Changan, Geely, Great Wall, Haval, Hino, JAC Motors, Jaguar, Land Rover, Mazda,
MINI, Porsche, Renault, Rolls Royce, Subaru, Suzuki, Volvo
Citroen, DFSK, Dieci, Doosan, DS Automobiles, Hino, Jaguar, Land Rover, Mack, Mercedes-Benz, Subaru, Suzuki
Changan, JAC Motors, Suzuki
Freightliner, Geely, Mercedes-Benz, Western Star
Freightliner, Mercedes-Benz, Western Star
Freightliner, Geely, Mercedes-Benz, Western Star
Suzuki
BMW, BMW Motorrad, BYD, Changan, Citroen, DFSK, Great Wall, Haval, Hino, Mazda, MINI, Renault, Subaru, Suzuki
Freightliner, Fuso, Mercedes-Benz
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 Construction, Kohler, Lexus, New Holland, Toyota, Western Star
Daihatsu, Hino, Jaguar, Land Rover, Lexus, Maxus, ORA, Toyota
Jaguar, Land Rover
Daihatsu, Hino, Jaguar, Land Rover, Lexus, ORA, 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 & Africa
Country
Belgium
Bulgaria
Estonia
Finland
Greece
Latvia
Lithuania
Luxembourg
North Macedonia
Poland
Romania
Djibouti
Ethiopia
Kenya
RETAIL
Country
Australia3
Poland
UK
Brands
BYD, 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
BYD, Lexus, Toyota
Lexus, Toyota
Jaguar, Land Rover
Lexus, Toyota
BMW, Komatsu, Toyota
BMW, Hino, Komatsu, New Holland, Suzuki, Toyota
BMW, BMW Motorrad, Jaguar, Land Rover
Brands
Isuzu Ute, Jeep, Kia, Mitsubishi, Volkswagen
BMW, BMW Motorrad, MINI
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.
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INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
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JAGUAR
LAND ROVER
Locations
Distribution:
Colombia, Estonia, Finland,
Hong Kong, Indonesia, Latvia,
Lithuania, Kenya, Macau, Poland,
Thailand
Retail:
UK
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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 in
12 markets on four continents.
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
35
SUZUKI
Locations
Distribution:
Argentina, Barbados+, Bolivia,
Chile, Colombia, Costa Rica,
Panama, Peru, Singapore
We have a partnership with Suzuki now
extending to 46 years, significantly expanding
this relationship in 2018, and adding to our
established South America platform with
our first move into Central America and then
the Caribbean. In 2022 we completed the
acquisition of Derco, adding Suzuki to our
operations in Chile, Colombia and Peru,
and adding Boliva to the portfolio.
36
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
RESPONSIBLE BUSINESS
DRIVING WHAT MATTERS
Being a responsible business is reflective of our purpose and a fundamental
part of our strategy, mapping the way Inchcape creates 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 use to respond to what is important to meet
the needs of their local stakeholders.
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PEOPLE
PRACTICES
PLACES
PLANET
• Inclusion and Diversity
• Safety and Wellbeing
• Talent and Skills
• Strengthening our
governance policies
• Reflecting our position
as an international plc
• Safe mobility
• Inclusive mobility
• Social mobility
• Mapping the risks and
opportunities of climate
change
• Setting GHG targets
• Reducing waste
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People pillar: R U OK Day, September 2022
Inchcape Australia
Places pillar: Movilizando Corazones prosthetics donation programme,
Inchcape Colombia
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
37
RESPONSIBLE BUSINESS
CONTINUED
PEOPLE
Our colleagues 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 deliver our future success.
Progress highlights in our People pillar during 2022
1. Inclusion
& Diversity
• Defined and executed our Global
Inclusion & Diversity Framework
• Delivery of our bespoke Inclusive
Leadership Programme to all senior
leaders globally
• Implemented a global senior
recruitment supplier reset on
inclusion and diversity
• Provided opportunities for
colleagues to share their
experiences and learn through
our global Inclusion & Diversity
awareness days
READ MORE see page 121
for a breakdown of the
Group’s gender diversity.
2. Safety and
Wellbeing
• Launched, promoted and
embedded Lifeworks EAP
Programme
• Progressed our approach to flexible
working across our regions
3. Talent and
Skills
• Launched and embedded our
Global Women into Leadership
Programme
• All regions provided opportunities
for early careers, including
graduate, internship,
apprenticeship and work
experience programmes
Over the past year we have built
the foundations we need to create
a culture where people of all
backgrounds and experiences can
be themselves in a safe environment
and become equipped with the skills
for today and tomorrow. To do this,
we’ve rolled out programmes, built
communities and created
opportunities for our colleagues to
come together to learn, progress
and feel a sense of belonging at
Inchcape. Every action that has been
taken is linked to a key milestone for
our business to ensure our pillar has
a meaningful impact for our people.
Colin Christie
MD Australasia and
People pillar leader
38
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
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SPOTLIGHT FOR 2023
INCLUSIVE LEADERSHIP
LIFEWORKS
WOMEN INTO
LEADERSHIP
At the start of 2022 we began
our global Inclusive Leadership
Programme for all our leadership
populations.
The programme has been delivered
to our Global Executive Team and
top 600 leaders across the business.
The programme is designed to
enable our leaders to learn more
about inclusion and diversity, build
trust and psychological safety,
involve and integrate diverse
perspectives and make
demonstrable commitments to
grow an inclusive culture within
their teams and beyond.
The programme consists of a series
of workshops and coaching pods
which are supplemented with pre
and post session learning and
actions. Learning was measured
before and after the programme
to evaluate its impact and found:
• 76% of leaders reported they now
have the tools to check bias and
ensure it does not play a role in
the decisions they make (increase
from 52% pre-programme)
• 92% of leaders reported they now
have the skills to encourage team
members to discuss inclusion and
exclusion experiences (increase
from 70% pre-programme)
The webinars were hosted by senior
leaders who openly shared their
experience of mental health and
wellbeing and engaged over
1,150 colleagues across all regions.
Team leaders were provided with
toolkits to share more about
LifeWorks and an opportunity to
check-in and talk with their teams
about overall wellbeing. A total
of 360 talks took place involving
approximately 12,000 colleagues.
Over the past year we have
embedded our employee
assistance programme, LifeWorks,
across all our markets to ensure our
colleagues have access to support
for mental, physical, social and
financial wellbeing. Our global
celebration of World Mental Health
Day 2022 provided an opportunity
to further promote LifeWorks and
raise awareness, advocate against
stigma and take steps to support
better mental health for everyone.
All colleagues were invited to
a series of LifeWorks webinars
showcasing how colleagues and
their families can use the platform
to better support their lives.
The Women into Leadership
Programme was developed in 2021
to provide continuous opportunity
for professional and personal
growth of Inchcape’s female talent.
This global programme is sponsored
at an executive level by Ruslan
Kinebas (CEO, APAC). Since the
programme inception, six cohorts
have launched covering all
geographic regions, with 45 women
completing the pilot programme
in 2021 and a further 45 women
completing the 2022 programme.
20% of our 2021 Women into
Leadership cohorts have been
promoted since their programme
completion in March 2022.
Guest speakers are a key feature
of the programme and include
women from our two most senior
leadership levels. Also incorporated
into the 2022 Programme is an
introduction to Inchcape’s female
Plc Board Non-Executive Directors
who share their life and career
experiences and top tips.
Mentoring was also added to
the 2022 programme, following
feedback from the previous cohorts
about the desire to ‘pay it forward’
and the value that mentoring can
bring. The 2021 pilot cohorts have
now become mentors to current
programme participants.
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
39
RESPONSIBLE BUSINESS
CONTINUED
PRACTICES
As a global business we have huge opportunities, but also a great sense of our responsibilities.
Being an ethical organisation depends on everyone and at Inchcape we will continue to
update and strengthen our practices to ensure our colleagues always do what is right.
Progress highlights in our Practices pillar during 2022
1. Codes of
Conduct
3. Whistleblowing
• We have refreshed and translated
the employee Code of Conduct,
and retrained all our people
• We refreshed the communication
of our whistleblowing contact
channel, Speak Up!
• A Supplier Code of Conduct was
• We are committed to completing
introduced, communicated
internally and to our suppliers,
and hosted on inchcape.com
all investigations and communicate
the results within three months,
reporting the number of cases
quarterly to our regional leadership
2. Framework
for Reporting
• We have updated external
reporting statements on Anti-Money
Laundering, Anti-Bribery & Corruption
and Anti-Trust/ Competition policies
on inchcape.com, in the Annual
Report and on our employee
intranet
4. Policies
• Group policies have been
translated into local languages
and made available on the intranet
• Policy Principles established to
support consistency in creation
of both global and local policies
We operate in over 40 markets
worldwide, most of which have their
own regulations, different tax regimes
and varying levels of corporate
governance. Our aim is to respect
all the national jurisdictions in which
we operate while, of course, applying
our own controls and the rules that
govern Inchcape globally as a
UK-based multi-national plc. The
Practices pillar seeks to strengthen
our policies and codes of conduct
so they reflect our position as an
organisation with world-class
standards. At the same time, we seek
to guide and protect our people to
ensure they know how to do business
ethically and responsibly, whatever
role they play in Inchcape’s success.
Rodrigo Schmidt
Legal & Regulatory Compliance
Director, Inchcape Americas and
Practices pillar leader
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PLACES
At Inchcape we want to make a positive contribution to the communities in which we
operate, and the Places pillar focuses on improving mobility and quality of life in the
communities in which we operate by working in three areas.
Progress highlights in our Places pillar during 2022
1. Safe
Mobility
Group-wide safe driving awareness
and training initiatives have been
introduced for employees, alongside
market-level road safety agency
partnerships targeting employees,
customers and public on safe use
of roads. These include
• BMW Driving Academy in Europe
and the Americas
• Primary student education on road
safety in Greece
• Partnerships with government
institutions to deliver driver training
in Colombia
• Partnerships with Singapore Road
Safety Council and Australian Road
Safety Foundation
2. Inclusive
Mobility
We are supporting and sponsoring
initiatives in several markets to enable
physical mobility and better access
for people living with disabilities,
including
INCHCAPE TALENT
HOTBED
In 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. In
inclusive mobility, we support people
with disabilities to access appropriate
mobility solutions to improve their
quality of life. And, in social mobility,
we develop local projects and
initiatives that support and enable
equality of opportunity for young
people; for example through
internship, apprenticeship, technical
education and female education.
Our responsible business plan would
not be complete without considering
our contribution to our communities.
Julian Martini
Head of Group HR and
Places pillar leader
• Partnerships with prosthetic limb
solutions for amputees in Europe
with Prosfit, and the Americas with
the Fundafe Foundation
• In Australia, sponsors of the Lifeline
Mobile Cafe for mental health
services and crisis support
• Supply of retrofitted transport
solution for the disabled with
TOUCH Community Services
3. Social
Mobility
We provide local NGOs with
sponsorship of transport for families
and communities in need, and build
partnerships with educational
institutions to support underprivileged
and underrepresented groups
• Focus on women technician
training programme in Colombia
• UK and Hong Kong programmes to
support food banks and ‘meals on
wheels’ for underprivileged families
during cost of living crisis
Colombia’s Digital Delivery
Center’s Outreach Initiative
Inchcape’s Digital Delivery Center
Colombia established a programme
to provide opportunities for women
and people with disabilities, as
under-represented groups in
digital and tech roles, to access
technological training. The six
week programme is dedicated
to providing free software
development training, financial
aid and the opportunity to join the
business after completion. The aim
of the programme is to contribute
to the academic and professional
development in Colombia, partner
with foundations focused on
women and people with disabilities
and create a sustainable approach
to attracting diverse communities
into the business.
Throughout 2022, 27 people have
graduated from the programme,
22 of which were women (with one
cohort solely focused on female
talent). 22 participants have been
recruited back into the business
full-time and 16 of these people
are women.
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
41
RESPONSIBLE BUSINESS
CONTINUED
PLANET
As a company, we are aware both of the impact our industry has upon the environment
and also the likely impact of climate change upon our business. Within the planet pillar,
we are working on both of those areas.
Progress highlights in our Planet pillar during 2022
When we think about the Planet pillar,
we are mostly thinking about climate
change. This is by far the most urgent
and important environmental
challenge that we face both as
a business and as a society.
Understanding climate change risks
and opportunities means that we can
be well prepared for them and this
gives confidence to our stakeholders
that we can rise to the challenges
presented by climate change. Our
journey to become a Responsible
Business is well underway, and the
Planet pillar is key to our strategy.
Mike Bowers
Group General Counsel and
Chief Sustainability Officer
1. Understanding,
reporting and acting
upon climate
change risks and
opportunities
• We have undertaken a Group-wide
exercise to understand our climate
change risks and opportunities
• We quantified the potential impacts
of our most important risks to
incorporate into our financial
planning
• We are now reporting in line with
requirements of the Task Force on
Climate Related Financial
Disclosure (TCFD) in our Annual
Report (see pages 44 to 54)
2. Scope 1 and 2
greenhouse
gas emissions
• We have set science-based targets
for scopes one and two with the
aim of halving emissions by 2030
and achieving net zero by 2040
• We have switched to renewable
sources of electricity in UK, Australia
and most of Europe
• We have reduced our scope one
and two emissions by 19,996 tCO2e
against our 2019 baseline
(unrevised)
3. Addressing our
value chain
GHG emissions
• We have completed mapping
our value chain emissions which
provides the baseline for us to
address our scope three emissions
and use our influence, where we
can, to help to reduce them
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INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
Since signing our first distribution contracts
with Mercedes-Benz in 2019 in Uruguay and
Ecuador, in January 2020 we became the
distributor for Mercedes-Benz passenger
vehicles in Colombia. We have since
continued our consolidation and are now
Mercedes’ number one distribution partner
in Latin America.
MERCEDES-BENZ
Locations
Distribution:
Barbados+, Colombia, Ecuador,
El Salvador, Guam+, Guatemala,
Uruguay
Retail:
UK
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
43
STRATEGIC REPORTFINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT
TASK FORCE ON CLIMATE-RELATED FINANCIAL DISCLOSURES
MOBILISING OUR BUSINESS IN
RESPONSE TO CLIMATE CHANGE
We recognise that climate change is seriously affecting our planet. As the planet continues
to warm it will have consequences for how, and where, we do business. As we take actions
to combat the most serious effects of climate change, we will encounter new risks and
opportunities as a result. In this section, we set out how we are responding to the urgent
and important issue of climate change.
Our response to climate change comprises three pillars:
• understanding, reporting and acting upon our climate
change risks and opportunities (CROs);
• reducing our Scope 1 and Scope 2 greenhouse
gas emissions; and
• addressing our value chain (Scope 3) greenhouse
gas emissions.
Understanding, reporting and acting upon our CROs
Our stakeholders depend upon us to understand how
man-made climate change, and the efforts of society
to limit the effects of that climate change, will affect our
business. In 2021, we undertook a comprehensive exercise
to identify our most important CROs under a range of
different scenarios. This year, we have built upon that work
and sought to quantify the potential impacts of our five
most significant CROs under a 1.5°C warming and 4°C
warming scenario. The results of that analysis are set out
on pages 50 to 51. We have embedded the outputs from
that analysis into our strategic planning and financial
forecasting and identified a series of mitigation
and adaptation measures to address each CRO.
Reducing our Scope 1 and Scope 2 greenhouse gas
emissions
We have set a target to reduce our Scope 1 and Scope 2
emissions by 46% by 2030 with 2019 as the baseline year.
This is consistent with a 1.5°C warming world under the
Science Based Targets initiative. Our aim, consistent with
our Accelerate strategy, is to be the lowest carbon route
to market for our OEM partners.
During the year, we have made good progress in reducing
our Scope 1 and Scope 2 emissions by switching to
renewable sources of electricity, investing in on-site
renewables and reducing our energy usage. We provide
more details on page 53.
Addressing our value chain (Scope 3) greenhouse gas
emissions
In 2022, we established our Scope 3 GHG footprint. This
has enabled us to understand the principal sources of
our Scope 3 emissions and, therefore, what we can do to
reduce those emissions. We believe that no-one is better
placed than Inchcape to help our OEM partners make
the transition to a low carbon future and we will take
three sets of actions:
• reduce those emissions within our direct control as
quickly as possible;
• seize opportunities to partner with OEMs that are able
to offer our customers lower emissions vehicles; and
• support our customers, teams and OEM partners in
making the transition.
44
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
In line with the UK Listing Rules, we confirm that the
disclosures included in the 2022 Annual Report and
Accounts are consistent with the recommendations of the
Task Force on Climate Related Financial Disclosures (TCFD).
This section contains the relevant disclosures or otherwise
provides cross-references where the disclosures are located
elsewhere in the report.
This year, our disclosure is consistent with the TCFD
recommendations except for the disclosure of an Internal
Carbon Price (ICP), which we explain in the metrics and
targets section on page 54. We have also not quantified
the potential financial impact for Risk 4 and Opportunities
1 & 2 in this disclosure because the data is not yet
sufficiently robust enough. We have therefore concluded
that such analysis would not lead to better informed
decision making at this stage, but we expect to build
on these strong foundations in future disclosures
GOVERNANCE
Board’s oversight of climate related risks and opportunities
This year, the Board has specifically considered two areas
of focus. First, it has considered the work undertaken to
quantify the Group’s principal CROs. The Board will further
consider this analysis in the context of its strategy
discussions in 2023. Second, the Board has reviewed the
assessment of the Group’s Scope 3 footprint and the
actions that we can take to reduce that footprint. In each
case, the Board has been supported by external specialists
with appropriate levels of experience and expertise.
Further, as climate change becomes ever more relevant,
it permeates an increasing number of Board conversations.
For example, when considering a new OEM partnership,
or an acquisition opportunity, the Board will consider how
the OEM or business in question is equipped to manage
the transition to a low carbon economy.
Other climate-related issues considered by the Board
during the year include the:
• EV response strategy which has been developed for
the APAC region. This will inform the development of
a Group-wide EV response strategy;
• EV safety impact requirements which have been
developed to build on industry and OEM advice; and
• material climate-related risks and opportunities which
are incorporated into the list of principal risks and the
emerging climate related risks.
Role of the Committees in assessing climate
change impacts
The Board delegates the oversight of certain aspects of
climate change to its Committees. Where climate-related
issues have been considered at Committee level, updates
are given to the full Board following each meeting.
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GOVERNANCE FRAMEWORK
BOARD
The Board has ultimate responsibility for overseeing strategic climate-related matters; however,
it delegates certain areas to its committees
Key activities:
• Engaged with the
finance teams in
relation to both the
KPIs and risk
evaluation work so
that each element
was understood in
their proper
context
• Led the
quantification of
CROs agreeing the
CRO shortlist,
climate scenario
options and
approach to the
quantification of
transition and
physical risks
CSR
COMMITTEE
GROUP
EXECUTIVE
TEAM
AUDIT
COMMITTEE
Oversight, monitoring, targets, KPIs
TCFD WORKING GROUP
Defining actions, reporting, disclosure
FINANCE
STRATEGY
RISK
LEGAL
Embedding processes to identify, monitor and mitigate CROs
Key Activities:
• Agreed Scope 1 & 2
reporting framework
• Quantification of
CRO impacts on
impairment models
• Established our
Scope 3 footprint.
Key Activities:
• Developed our EV
response plan, EV
operating model
and EV playbook
• Monitor the
changing EV
environment.
Key Activities:
• Integrated climate
risks into the Group’s
ERM framework
• Escalate and
monitor principal
and emerging
climate risks.
Key Activities:
• Developed KPIs for
Scope 1,2 and 3 with
the regional Planet
teams.
• Developed strategic
climate reporting for
the annual report.
The CSR Committee considers climate change at each
meeting, usually three each year, as part of its oversight
of the Planet workstream. Please see pages 94 to 95
for further details.
The Audit Committee reviews the impact of climate
change when considering significant accounting
judgements, the viability of the Group, and during its
assessment of the Group’s significant and emerging risks.
Please see pages 88 to 93 for further details. The Board
and the Committees delegate responsibility for assessing
and monitoring climate-related risks to the Group Executive
Team (GET), which is chaired by the Group CEO.
Management’s role in assessing and managing
risks and opportunities
The GET analysed the CRO quantification and Scope 3
footprint prior to the findings being presented to the CSR
Committee and Board, in addition, the GET also 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;
• business development – assessment of current and future
OEM partners’ new energy vehicle line up and market
infrastructure;
• customers – considering the changing consumers
preferences and needs both for product and
purchasing process;
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
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TASK FORCE ON CLIMATE-RELATED FINANCIAL DISCLOSURES
CONTINUED
• legal/regulatory framework – assessment of governments
making commitments to reduce carbon emissions in
markets where we operate; and
• investor relations – consideration of climate change
impacts on access to capital.
The GET monitors the Group’s approach to climate through
each of these areas and reviews progress against any
targets set such as carbon emissions reduction. All updates
are discussed and considered by the GET to enable them
to develop understanding of the issues and provide input
before papers are submitted to the Board and its
committees for their review.
Duncan Tait, Group Chief Executive, is the Board Director
with ultimate responsibility for climate change related
issues, with support from the GET. Mike Bowers, Group
General Counsel and Planet Workstream lead has been
appointed Chief Sustainability Officer and is the GET
member responsible for climate change related issues.
The TCFD Working Group (TCFD Group) meets on a
quarterly basis and comprises the Group General Counsel,
Group Company Secretary, Group Financial Controller,
Head of Internal Audit and Risk Manager. Its remit is to
monitor governance around CROs, continuing
identification and verification of CROs, and ensuring the
CROs 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 AND RISK MANAGEMENT
Strategy introduction
Climate-related risks and opportunities are an integral
consideration when developing and setting our strategic
direction. We recognise that there are risks and
opportunities from a low carbon transition that feed into
our strategic planning and understand that climate
change has a very real impact on the communities and
livelihoods of our customers. Therefore, we are using our
position to enable and deliver on a low carbon transition,
which will build resilience in our business and protect our
planet. A core element of our strategy is the deployment
of Electric Vehicles (EVs), which underpins our core business
model and is fundamental to the long-term sustainability
of the business.
Identification of CROs affecting the Accelerate strategy
In 2021 we undertook a full value chain analysis at a
business unit level and in 2022 our markets completed a
risk questionnaire every six months, which considers new
legislation, OEM ambitions, competitor capabilities and
the market EV status. Key exposures are reviewed by
conducting workshops and interviews with a range
of stakeholders across strategy, finance and risk
management.
IDENTIFICATION AND ASSESSMENT OF CLIMATE-RELATED RISKS AND OPPORTUNITIES
192
potential CROs
identified
10
CROs
continued
5
CROs
shortlisted
1
2
3
Identification
In 2021 we undertook a CRO exercise
consisting of a top-down by group,and
bottom-up by each business unit, exercise
to identify potential climate risks in our
business and value chain.
Assessment
We assessed our long list of CROs to develop
a shortlist to focus on and explore through
scenario analysis. Each risk and opportunity
is qualitatively rated for likelihood, velocity
and potential impact.
Prioritisation
Using the outputs of our assessment we
shortlisted our CROs for quantified scenario
analysis. This process concluded that some
CROs have a low financial impact and other
can be combined with adjacent risks.
4
Quantified financial impact
Explored through scenario analysis.
Find out more
on page 50
46
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
We have evaluated the implications of climate risks
and opportunities across the following time periods:
• Short term (up to 2025): a three-year period aligns with
our viability assessment and incorporates the actions
needed to achieve our short-term targets.
• Medium-term (up to 2030): up to 2030 is chosen to align
with our interim climate-related targets.
• Long term (2030-2050): aligns with our long-term climate-
related targets.
Transition risks are viewed as risks associated with changes
to the way markets operate that may result from regulation
or consumer habits as we transition to a low carbon
economy.
Physical risks are the exposure of our assets or value chain to
physical hazards caused by the effects of climate change.
Transition risks are the most material climate-related issue
to our business. We identify these risks and opportunities
through:
• regulatory horizon scanning, senior leadership and their
teams are accountable for identifying regulatory risk
and incorporating these into the existing risk register; and
• assessment of key external forces such as market,
technology, and political and social trends that could
affect the business or our reputation. Our strategy team
specifically recognises climate change as an external
force linked to market and technology risks.
Our exposure to physical risk is identified and monitored
through our scenario analysis. We assess the impact of
six different acute hazards against our assets out to 2050.
We screened our site for insured value, stock value and
exposure to physical hazards using climate models.
Summary of Inchcape’s CROs
The table on pages 50 to 51 sets out the five prioritised
CROs affecting the Accelerate strategy.
We have disclosed the financial impact, up to 2030, of our
CROs as low, medium and high impact, which is aligned
to our risk rating criteria as defined by our risk management
framework.
We have not specifically quantified the long-term impacts
of EV transition due to the inherent uncertainty of the extent
of the CRO.
In comparison, data sets and assumptions for carbon taxes
and physical risks are more readily available so have been
disclosed to 2050.
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Likelihood
To assess the likelihood of a CRO, we
considered the alignment between
the outcome under a 1.5ºC scenario,
4ºC scenario and current policies.
Each risk is then categorised as very
high, high, medium or low.
Velocity
Our assessment at the time in
which the exposure to each CRO
is expected. The purpose of this
measure is to assess how fast external
pressures are changing. Velocity was
assessed across the defined short,
medium and long-term horizons
Potential impact
The potential impact was determined
which qualitatively categorised CROs
and considered technology trends,
supply/demand projections, impact to
revenue and impact to our cost base.
Risks
1. Misalignment 4. Margin pressure
2. Aftersales
3. Carbon tax
5. Physical risks
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TASK FORCE ON CLIMATE-RELATED FINANCIAL DISCLOSURES
CONTINUED
Risk management process
Our organisation manages and monitors CROs through both a top-down and bottom-up process. For each risk our markets
consider the impact and risk appetite to determine the target risk level. To achieve this, they provide their strategic response
for mitigation and adaptation to each risk. On a quarterly basis our risk management team holds a risk review with each
market to understand their risks, monitor movements and determine if risks are pervasive across markets, which may require
aggregation of risk impacts. We then overlay how climate change will affect the risk. Our risk thresholds are defined by
geography (market, region and Group) or strategic importance (project, programme and portfolio). Risks are categorised
dependent on their impact, considering more than just financial risk and each criteria overlaps so risks are escalated/
demoted accordingly.
The Group defines our risk appetites as risk-averse, risk tolerant and risk seeking. The appetite for each specific risk is decided
by the Group. For more detail see page 61.
To monitor and manage risks, each risk is assigned a risk owner and action owners. The risk owner is accountable for the
risk and holds action owners to account for progressing actions that move the risk to its target level. For further information
please see the Risk Management report on pages 59 to 66.
SCENARIO ANALYSIS
We employ climate scenario analysis to help understand the potential financial impacts to our business, in its current state,
from our short-listed CROs under two scenarios. Our 1.5°C scenario is characterised by accelerated intervention and is used
to assess our exposure to higher impacts from a transition to a low carbon economy. Our 4°C scenario assumes greater
impacts from physical risks. Combining the outputs of both will inform the key areas where our response must focus.
Please see the below table which outlines our scenario assumptions.
SCENARIOS
IPCC RCP 2.6
IEA NZE
NGFS Net Zero
IPCC RCP 8.5
1.5ªC aligned
• Higher transition risk
• Lower physical risks
• Strong government
intervention.
1.5ªC aligned
• Additionally to RCP 2.6,
includes a granular
accelerated EV
transition.
1.5ªC aligned
• Additionally to RCP 2.6,
4ªC aligned
• Low government
includes a disorderly and
orderly carbon price
assumptions.
intervention
• BAU emission increases
• Lower transition risks
• Higher physical risks.
Key: IEA NZE: International Energy Agency Net Zero, NGFS Net Zero: Network for greening the financial system, IPCC: Intergovernmental Panel on Climate Change
RPC: Representative Concentration Pathway
The IEA NZE scenario was selected due to the additional detail specific to the transport sector. This granularity is critical
because the transition from ICE to EVs is significant to our business. The NGFS Net Zero scenario was used to assess our
exposure to carbon taxes because it includes regional carbon prices which vary significantly across our markets. It enables
comparison between orderly and disorderly scenarios using the same sources, and there is transparency over the key policy
changes that drive modelling assumptions. Further details of the NGFS Net Zero scenarios are publicly available.
Scope of analysis
Transition risks
To scope markets for our analysis we set a financial threshold for coverage. We included the markets with a significant
contribution to our operating profit until we had coverage which was >70% of overall operating profit. This helped us filter
markets and compare the relativity of these financial impacts.
CROs were assessed at either:
• a market-level and aggregated up to determine the financial exposure; or
• due to data constraints, we assessed the risk exposure at a global level.
We are taking steps to enable detailed quantification in future reporting.
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INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
Climate risk
Misalignment
Aftersales
Carbon tax
Margin pressure
BEV (Battery Electric Vehicles)
ICE (Internal Combution Engine)
Level of granularity
Markets included
Market-level (>10% of operating profit
by market coverage in scope)
Australia, Belgium, Chile, Hong Kong,
Luxembourg, Singapore, and UK
Global-level
A shift from conventional ICE to BEV
could potentially develop new
aftersales services specifically targeted
for BEV. Despite uncertainty over how
new revenue streams could evolve
over time, our analysis showed
potential cashflows are expected to
be more significant for BEV than for ICE
vehicles due to additional weight and
cost of electric components, albeit less
regular in occurrence.
Market-level
All markets
Physical risks
Physical risk analysis considered the impact of six key acute hazards, including coastal inundation, surface water flooding,
riverine flooding, extreme wind, forest fire and extreme heat. A screening of 590 sites by hazard type, insured value, stock
value and gross profit was completed to determine those sites that are financially significant. The screening filtered the sites
down to 23. For these sites we investigated the likelihood and severity of each hazard to provide an overview of the
potential asset and stock value at risk, and the impact to operations.
The map below identifies the most material sites and the relative exposure under the RCP 8.5 pathway, which represents
a high emissions scenario, exceeding 4°C.
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Extreme heat
SINGAPORE
Surface water
flooding
GUAM
Extreme heat
PERU
Extreme heat
CHILE
Riverine
flooding
ETHIOPIA
Extreme heat
DOCKLANDS
AUSTRALIA
Riverine flooding
CLYDE GESSEL PLACE
AUSTRALIA
Surface water flooding
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TASK FORCE ON CLIMATE-RELATED FINANCIAL DISCLOSURES
CONTINUED
RISKS
Risk
Description
Summary
1
Misalignment
between
OEM and
markets on
BEVs leads to
market share
decline
2
Reduction
in aftersales
revenue for
BEVs
3
Carbon tax
costs
4
Transition to
BEVs leads
to pressure
on distributor
margins
5
Physical
risk – direct
impact to
property and
inventories
from extreme
weather
events
Misalignment between
the speed at which our
OEM partners transition
their model line-up to
BEVs and the pace of
adoption in the markets
in which we operate. This
misalignment may mean
that we lose market share.
Analysis showed the risk of
misalignment is greatest in
the short to medium term
in the APAC region but is
expected to disappear
by 2050.
Due to a reduced number
of moving parts in a BEV
compared to an ICE
vehicle we may experience
a reduction in revenue
generated from the existing
aftersales services we offer
around repair, maintenance
and replacement of parts.
Our analysis indicated
this may affect our retail
businesses more than our
distribution businesses.
Governments are likely to
use carbon taxation as a
mechanism to decarbonise
the economy. Despite
expected variation in
carbon tax policy across
countries we anticipate
carbon taxation will affect
all markets. We analysed
this risk across our Scope 1
and 2 emissions.
An accelerated EV
transition could affect
certain cost drivers for
our OEM partners until
cost parity is reached
between BEVs and ICE
vehicles, which in turn
could lead to potential
downwards pressure.
on distributor margins.
However, where there is
the potential for current
prices to be maintained for
BEV vehicles, the impact
on gross margins can be
mitigated or maintained
Exposure to climate-
related physical risks can
expose our property and
inventory to potential
damage. It can also lead
to business interruption
at our sites causing lost
revenue. Our 590 sites were
screened against six acute
physical hazards. We then
calculated our exposure for
our 23 most material sites.
Scenario Financial impact
Short Med Long
IEA NZE
1.5°C
Med High N/A
4°C
Low Low
IEA NZE
1.5°C
Low Low N/A
4°C
Low Low
Strategic response and resiliency
Measurement
As part of our broader strategy, our ambition is
to form new partnerships with pure EV entrants
to expand our OEM portfolio. We have taken
proactive steps in 2022 to achieve this by
partnering with OEMs such as BYD and Ora.
This will help offset any potential misalignment
identified with our current portfolio.
We are actively taking measures to facilitate
the EV transition through:
• providing consumers with the option of a BEV
alternative for every ICE model;
• facilitating EV charging through product
packages to enable customers to switch to EVs;
• providing consumers knowledge of quantified
carbon footprint savings for choosing BEV.
Metric:
NEV sales as
a % of new
vehicle sales
Sensitivity:
% Revenue
CAGR
% Gross margin
% Long-term
growth rate
The low-impact outcome from this risk is
largely driven by the relatively low global BEV
volume in comparison to ICE in 2030 in a 1.5°C
scenario. However, this exposure may affect
us in the long term as global BEV volumes
increase. Therefore, we are considering an
expansion of our proposition for aftersales
services to include new BEV-specific services.
Potential services could include battery
diagnostics and transportation for end-of-life
(EoL) batteries. These additional services could
help offset any potential impact to revenue
reduction from aftersales services.
Metric:
% of AFS
revenue
attributable
to NEV
Sensitivity:
% Revenue
CAGR
% Gross margin
% Long-term
growth rate
Low Med High Our analysis considers our targets and presents
Metric:
NGFS
1.5°C
orderly
NGFS
1.5°C
dis-
orderly
Med High High
4°C
Low Low Low
reduced impact if we take action. Based on
these findings we are actively implementing
decarbonisation levers across Scope 1 and
2 to ensure we meet our interim target of 46%
reduction by 2030 and net zero by 2040. This
includes switching to renewable electricity
supply and installation of solar panels at our
larger sites. Our strategy acknowledges a
faster decarbonisation can help avoid the risk
of high carbon tax costs.
IEA NZE
1.5°C
4°C
N/A N/A N/A
N/A N/A N/A Our analysis indicates that the impacts of
margin pressure may be offset due to the
disparity of price between BEVs and ICE
vehicles. We actively monitor margins at the
market level and our Accelerate Strategy
is designed to address this risk by providing
a compelling offering to our OEM partners
(Distribution Excellence), capturing additional
vehicle profit pools (Vehicle Lifecycle Services)
and enabling expansion into new, margin-
accretive markets through M&A. We have not
quantified the potential impact as the data
is not sufficiently robust, and therefore we
concluded that such analysis would not lead
to better informed decision making.
Scope 1 & 2
absolute
Sensitivity:
% Revenue
CAGR
% Gross margin
Metric:
Gross margin
Sensitivity:
% Average
gross margin
RCP 2.6
1.5°C
4°C
Low Low Low
Low Low Low Our analysis showed low impacts across our
physical assets with the highest risk exposure
from surface water floods in Singapore.
However, this resulted in low impact due to
the low financial significance and existing
insurance policies in place to mitigate the
risk. To mitigate risk for future sites from new
acquisitions. We will include physical risk
assessments in our consideration of organic
and inorganic growth opportunities
Metric:
% sites at risk
from physical
hazards
Sensitivity:
% Revenue
CAGR
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Scenario Financial impact
Short Med Long
IEA NZE
1.5°C
N/A N/A N/A
4°C
N/A N/A
Strategic response and resiliency
Measurements
As part of our broader strategy, our ambition
is to consider forming new partnerships with
pure EV entrants to add to our OEM portfolio.
We have not quantified the overall opportunity
from alignment due to a lack of robust data,
however we assess the financial opportunity
presented from new OEM partnerships within
specific markets on a case by case basis.
Metric:
NEV sales as
a % of new
vehicle sales
Sensitivity:
% Revenue
CAGR
% Gross margin
% Long-term
growth rate
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N/A N/A N/A We are facilitating the choice of a BEV among
Metric:
IEA NZE
1.5°C
4°C
N/A N/A
consumers in our retail business by increasing
consumer knowledge of the benefits of BEVs
and expanding our aftersales services to
facilitate BEV adoption for the customer. The
potential size of opportunity has not been
quantified due to a lack of robust data and
significant uncertainties in how the aftersales
market could evolve. However work is ongoing
to consider how we can expand our aftersales
proposition with new BEV-specific services
and we will continue to monitor changes to
aftersales market dynamics.
% of AFS
revenue
attributable
to NEV
Sensitivity:
% Revenue
CAGR
% Gross margin
% Long-term
growth rate
OPPORTUNITIES
Opportunity
Description
Summary
1
Alignment
between OEM
and markets
on EVs leads to
market share
increase
2
Increase in
aftersales
revenue for BEV
In markets where there
is a rapid shift towards
EVs, there is potential
to capture market share
where supply of EVs from
our OEM partners keeps
pace with BEV adoption
rates. In a 1.5°C scenario,
the accelerated EV
transition increases this
potential opportunity,
with our analysis showing
this opportunity is most
significant in the near-
term where the disparity
between different levels
of EV supply from OEMs
is greatest.
A shift from conventional
ICE to BEV could
potentially develop
new aftersales services
specifically targeted for
BEV. Despite uncertainty
over how new revenue
streams could evolve
over time, our analysis
showed potential cash
flows are expected to
be more significant for
BEV than for ICE vehicles
due to additional weight
and cost of electric
components, albeit less
regular in occurrence.
The sensitivities applicable to each of the risks and opportunities can be found on page 169 (note 11) of this report
Key:
Distribution Excellence
Financial impact key:
Low impact:
impact to revenue <£100m
Vehicle Lifecycle Services
Medium impact:
impact to revenue £100m – £200m
High impact:
impact to revenue >£200m
Estimates for the potential financial impact of climate risks are indicative at this stage, with significant uncertainties in
their underlying assumptions. We aim to build on this analysis going forwards, improving on the robustness of data and
assumptions where available. The likelihood of all risks manifesting concurrently is very low, so the aggregation of potential
impacts would represent an extremely unlikely scenario
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
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TASK FORCE ON CLIMATE-RELATED FINANCIAL DISCLOSURES
CONTINUED
ACCELERATING CHANGE: OUR PLAN TO TRANSITION
The TCFD recommends that companies design and
disclose a transition plan that sets out the key steps to
deliver on their targets. Throughout the year we have
deepened our understanding of the climate risks and
opportunities that affect our business and we recognise
the need to act now. During 2022, we have built a plan
to reduce GHG emissions supported by short, medium,
and long-term actions.
Our transition plan is commensurate with our Accelerate
Strategy and describes how we will transition and continue
to grow a sustainable and climate resilient business.
Our Accelerate strategy relies upon two strategic growth
drivers; Distribution Excellence, and Vehicle Lifecycle
Services. Within Distribution Excellence, our OEM partners
recognise the need to transition and are looking for
partners to support them on their journey. Our plan:
• targets decarbonisation of our operations to become
our OEM partners’ lowest carbon route to market; and
• looks for ways to help our OEM partners achieve a faster
and more robust transition to lower emission vehicles.
Our approach to our different sources of emissions
Our emissions are split across Scopes 1, 2 and 3, which can
be further divided into direct (within our control) or indirect
(limited control). Initially, we are prioritising those areas over
which we have direct control, and those areas in which
we can partner with our industry to drive decarbonisation.
Direct control over Inchcape’s emissions
We have direct control across our Scope 1, 2 and a small
portion of our Scope 3 emission categories, e.g. waste and
business travel. For these areas we are taking direct action
to reduce our emissions so that we can facilitate a faster
transition and be our OEMs’ lowest carbon route to market.
We have set targets across our Scope 1 and 2 GHG
emissions using the SBTi methodology. We are committed to
a 46% reduction in absolute scope one and two emissions
from our 2019 footprint (adjusted for disposals) by 2030 and
to achieve Net Zero by 2040. This is aligned with a 1.5° C
temperature pathway scenario.
We are going to achieve these targets through meeting
recently developed executive level objectives related to
our climate strategy. For example, our regional CEOs have
been assigned energy intensity reduction targets of 5% year
on year. We have taken steps to reduce our Scope 1 and 2
emissions footprint which has decreased by 24% from the
2019 revised baseline. Our case studies and Planet section
outline a selection of our emission reduction initiatives, such
as producing our own power and switching to
renewable energy sources. In 2023, in the Americas, we
are rolling out 15 projects related to Scope 1 and 2
emissions including solar panel installations, replacement
of vehicle fleets to PHEVs/BEVs, and controlling our fossil fuel
consumption. For Scope 3, the Americas are also initiating
three projects related to waste, recycling, and water
reduction consumption.
Indirect control – transitioning with partners
A significant portion of our emissions come from the use
of the products we sell and the goods and services we
purchase – these emissions require collaboration with
our OEM partners. This year we mapped our indicative
emissions trajectory to 2030 using OEM partner targets
(based on currently published OEM plans) to understand
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INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
expected changes in our emissions profile over time. We
have considered this trajectory in the context of science-
based target requirements. The results suggested that OEM
decarbonisation activities are not expected to yield the
necessary emissions reductions required to meet our
potential science-based targets on either an absolute or
intensity basis. The key challenges identified in our emissions
profile to 2030 can be summarised as follows:
• absolute emissions for passenger vehicles are expected
to remain relatively stable post 2023, with organic vehicle
volumes growth largely offsetting emissions intensity
improvements from BEV uptake and grid
decarbonisation;
• our HGV sales are a significant driver of emissions, and
of growth in emissions; and
• the methodology used by the Science Based Targets
initiative to set targets for our OEM partners, who are
categorised as part of the transport category, differs from
that applied to Inchcape which falls under the
consumer-retail category.
We plan to further our work with various stakeholders to
develop potential frameworks for target setting and will
review our plans on an ongoing basis. However the Board
has agreed on the following actions for 2023:
• Develop and grow our BEV vehicle offerings within
our portfolio: ICE vehicles have been central to road
transport for many years. However, new technology
is needed to decarbonise the sector. BEVs provide an
alternative means of power that is not contingent on
burning fossil fuels, but dependent on the supply of
electricity. The emissions intensity of BEV vehicles will also
fall as economies and power grids decarbonise. So, while
BEVs are not a perfect solution for low carbon transport
today, they do offer an alternative form of transport that
can be decarbonised in line with national energy supply.
By embracing the BEV transition, and increasing our
revenue from BEVs, we also reduce our portfolio average
emissions intensity per unit sold – as compared with our
portfolio today. We will also continue to monitor our OEM
targets and achievements of those targets over time. We
will measure progress of our BEV transition by tracking the
percentage of NEVs sold (refer to the table on page 54).
• Support our customers, teams and OEM partners on
the transition: As our sector undergoes unprecedented
disruption from the EV transition, we are developing new
solutions for our customers. One of our short-term
objectives is to support customers and our sales teams to
overcome obstacles in BEV adoption, such as charging
solutions, range anxiety, affordability and lack of
familiarity with the product. We are educating our sales
teams and customers so that we can offer a BEV product
when it is right for the customer. When our local sales
teams engage with customers, we are seeing positive
outcomes for the customer and our business – see
educating customers about electric vehicle alternatives
on page 53. To address short-term affordability concerns,
we will seek to develop financing solutions for customers
purchasing BEVs that are competitive with the purchase
of ICE vehicles.
• Understand what would be required for us to set an
SBT: Investigate the identified methodology disparities
to setting Scope 3 science based targets.
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HOW WE ARE DRIVING
ACTION TO REDUCE
EMISSIONS
EDUCATING
CUSTOMERS
ABOUT
ELECTRIC
VEHICLE
ALTERNATIVES
A SWITCH TO
RENEWABLE
ENERGY
SOURCES
50.3%
sites switched
to renewable
suppliers
PRODUCING
OUR OWN
POWER
24
sites across the UK
with rooftop solar
PV systems
PARTNERSHIPS
TO DRIVE
E-MOBILITY
10%
of all parking
spaces to have
charging points
At the beginning of 2021 our BMW Poland stores launched
an initiative to offer an EV alternative to each customer who
comes to the dealership to view new vehicles. The initiative
was instigated to access new profit pools in line with OEM
priorities and to reduce the impact on the planet. Upskilling
and educating our teams has been advantageous in
positioning our brand and helping employees understand
the benefits of EVs. Customers to whom we show a new
perspective appreciate one key thing: they see that we
are looking for solutions and offer products that they have
not thought about before.
As of 2022, our electricity supply has been sourced through
100% renewable contracts for our sites across Australia and
the UK, and most of Europe, saving as much as 9,000 tonnes
of CO2e emissions each year. We have switched 50.3% of our
sites to renewable suppliers; our long-term goal is to switch
to renewable energy in as many regions where options allow.
In regions where switching to renewable energy is limited we
are investing in increasing energy efficiency through
installation of LED lighting and switching company fleets to
low emission vehicles.
We are actively investing to reduce our Scope 2 emissions
through on-site renewable generation and have begun to
roll out solar photovoltaic (PV) systems across our sites. We
trialled the installation of PV systems across three of our UK
sites and experienced significant savings in grid energy
usage. We now have 24 sites across the UK with rooftop
solar PV systems that have the ability to generate 4.5 MWh
of power and save around 35% off our energy bills. We
anticipate higher cost savings because of higher energy
prices. A small example to show how we are building a
resilient business for the future while doing some good
for the planet.
Borneo Motors Singapore (BMS) has announced a
partnership with Singapore Power Group (SP) to develop
an electric vehicle (EV) sharing programme in the upcoming
Tengah New Town. The programme is expected to begin
in July 2023. BMS will supply vehicles to the scheme while
SP plans to install charging points in 10% of all parking
spaces. Both BMS and SP will use the programme to collect
and analyse data on a range of factors such as driving
patterns, electrified vehicle consumption patterns and
electrified vehicle preferences. This will enable us to better
understand user behaviour and anticipate evolving
demands to optimise future e-mobility programmes.
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
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TASK FORCE ON CLIMATE-RELATED FINANCIAL DISCLOSURES
CONTINUED
METRICS AND TARGETS
In 2021 we established our GHG reduction target, to reduce our Scope 1 and 2 emissions by 46% by 2030. This year we have
made substantial progress to improve the maturity of our climate data and have undertaken detailed analysis to understand
our exposure to CROs, which informed the development of our strategic response. When developing our response, we have
identified the metrics to measure our progress; with these metrics we can determine the time frames that are achievable
for our business and then identify appropriate targets. Improving the quality of our data and quantifying our CROs has
enabled us to assess possible transition pathways that will support us to set targets and outline the time frame to deliver
on our response. We aim to disclose this in our next reporting year.
Our direction of travel is clear in our strategy and the Group uses a variety of metrics to measure the current and potential
impact of our climate related risks and opportunities, including GHG emissions and business specific metrics. Our metrics
are laid out across the seven cross-industry metric categories defined by the TCFD and 2022 is the first year of reporting.
During 2023 we will be exploring options for a physical risk metric and internal carbon pricing.
Table identifying key metrics, targets and dates used to measure progress against the transition plan
Metric category
Status
Metric
FY22 actual Objective
GHG emissions
Physical risk
Capital deployment
Remuneration
Transition risk
Opportunities
Total emissions (tCO2e) 218,517
% of sites at 100%
renewable electricity
50.3%
To track the reduction in our
emissions, improvements in our
energy efficiency and generation
of our own renewable power
Energy intensity by
revenue (tCO2e/£m)
26.9
We do not have physical risk metric in place
% of capex towards
climate initiatives
10.8%
To demonstrate the level of
investment we are committing
towards climate to achieve our
strategy
Scope 1 and 2
emissions (tCO2e)
30,805
Incentivising leadership to deliver
emissions reductions
% of NEV sold
% of NEV sold
1.8%
1.8%
-% of NEV sold
-% of NEV sold
Internal carbon pricing
We do not have an internal carbon pricing in place
Key
Metric in place
No metric in place
All data is market-based.
GHG emissions
Direct GHG emissions are from our operations through combustion of fuels (Scope 1). We also purchase energy from the
grid (Scope 2) and have indirect GHG emissions throughout the value chain mainly because of our purchase of goods,
consumer use of vehicles and transportation, which together make up more than 95% of our total Scope 3 emissions.
We are acting across all three Scopes and working closely with our partners to reduce GHG emissions for our business,
our customers and our value chain. Please see pages 119 to 120 for our Streamline Energy and Carbon Emission reporting
(SECR). We report our GHG emissions according to the Greenhouse Gas Protocol, published by the WBCSD and the WRI.
We also disclose our energy intensity per square foot. This metric measures our energy efficiency and will track the impact
of our energy saving initiatives. We chose to do this as we recognise that until the grid consists of 100% low carbon energy
supply, the renewable energy we purchase reduces the renewable energy remaining on the grid for other users and may
not have the decarbonisation effect at an economy level.
REDUCTION TARGETS FOR SCOPE 1 AND 2
SCOPE 3 FOOTPRINT
Year
2019 (baseline)
2019 (revised baseline*)
2021
2022
Target
Scope 1 and 2 emissions (tCO2e)
50,801
40,598
32,949
30,805
27,331
* reflects relevant disposals and data rectification
All data is market-based.
We have calculated the Group’s Scope 3 emissions profile
for the 2019 baseline, the vast majority of which are directly
related to our OEM partners activities and account for
99.97% of our total emissions footprint at a total of 18.7m
tCO2e.
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BMW GROUP
Locations
Distribution:
Chile, Estonia, Guam, Kenya,
Latvia, Lithuania, Peru
Retail:
Poland, UK
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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 retail operations of
BMW Group’s brands in UK and Poland.
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
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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.
• Our Health and Safety (H&S)
framework is designed to ensure
employees comply with relevant
environmental legislation.
• The Group has set science based
targets for Scope 1 and 2 emissions.
Each region has developed its own
policies in order to achieve these
targets.
• Energy efficiency policies are also
We aim to ensure we have a safe
operating environment with an
inclusive and diverse culture and the
best talent and skills for our future
success.
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.
• Our I&D framework demonstrates
• Employment policies are
our commitment to helping address
the barriers preventing full
participation for marginalised
groups.
• Our H&S framework is designed
to protect the health and safety
of employees.
implemented at local level.
• Our Code of Conduct provides
The Planet Charter is set out on page
42 and manages climate-related
issues, carbon performance metrics
and responsible resource use. Our
policies are designed to help us
pursue activities that influence us
and our suppliers to reduce their
carbon footprints.
guidance on the ethical behaviour
we expect from all employees.
• Our Whistleblowing Policy provides
guidance to employees to raise
concerns without fear of reprisal.
Our People Charter is stated on page
38 focusing on health and safety,
training, culture, reward, and I&D.
All employee related policies were
reviewed and updated where
necessary during 2022.
implemented at local level and are
designed to protect employees’
human rights.
• Our Modern Slavery statement
describes the actions taken in
respect of our supply chain.
Our policies set out our commitment
to human rights and the steps taken
to assess the risk of slavery.
Modern slavery training is rolled out to
those employees whose roles and
remit require additional focus in this
area.
Our Modern Slavery statement is
available at www.inchcape.com
reinforcing an ethical business culture.
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 our Driving What Matters plan.
The Board and Group Executive Team
review certain policies on an annual
basis, such as our Tax Strategy Policy,
Risk Policy, and Delegated Authorities
Policy. Other polices are overseen
at regional and local level by the
subsidiary management teams.
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Non-financial information
People
Practices
Places
Planet
Where to find more information
Responsible Business
framework – pages 38 to 39
Responsible Business
framework – page 40
Responsible Business
framework– page 41
CSR Committee Report
– pages 94 to 95
Risk Management Report
– pages 59 to 67
Directors’ Report
– pages 118 to 121
Audit Committee Report
– pages 88 to 93
Responsible Business
framework– page 42
TCFD – pages 44 to 54
Risk Management Report
– pages 59 to 66
Directors’ Report
– pages 119 to 120
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 to 4. The Group’s KPIs are stated on pages 26 and 27. Principal risks are given on pages 61 to 66.
SOCIAL MATTERS
ANTI-BRIBERY AND
CORRUPTION
Social matters cover a vast range of
potential issues including responsible
business policies. Our policies set
out our commitment to high social
standards and the requirements for
our supply chain. We have in place
the following Group-wide policies:
• Tax strategy.
• Data protection/data privacy.
• Competition/anti-trust.
• Privacy policy.
• Conflicts of interest policy.
The Group’s tax strategy is available
at www.inchcape.com
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 our Driving What
Matters plan.
Our Places Charter is set out on page
41 outlining sustainable procurement,
responsible approach to tax, and
supporting vulnerable customers.
It is important that the Group operates
to high ethical standards and
complies with all applicable laws.
Employees and supply chain partners
are made aware of the Group’s
strategy and how their behaviours
affect delivery and they are expected
to work in line with the Group’s values.
To support this the Group has in place
the following policy statements which
detail the expected conduct of our
employees and supply chain:
• Anti-bribery and corruption.
• Anti-money laundering.
The policy statements are available
at www.inchcape.com and set out
the risk assessment, procedures,
due diligence, communications,
and monitoring involved from any
instances of bribery, corruption, or
fraud being reported. The findings
of any investigations are then
reported to the Audit Committee.
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 is delivered 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
reflects our Accelerate strategy
and Driving What Matters plan
by setting out the behaviours
and conduct expected from all
employees and contains ethical
decision-making guidance
highlighted through ‘Live It’
examples.
It is available in 18 languages
and is accompanied by an online
training module. All employees
are expected to complete the
training every two years, in
addition to an annual re-
attestation confirming they 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
and a separate Supplier Code of
Conduct 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 2022
57
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.
Locations
Distribution:
Argentina, Australia, Chile,
Colombia, New Zealand, Peru
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RISK MANAGEMENT
ACCELERATING
RISK MANAGEMENT
Well-managed risk-taking lies at the heart of our ambition to be the undisputed number one
distribution partner for automotive manufacturers, the employer of choice for current and
future employees and the stock of choice for our investors.
In the last year, the Group’s risk landscape has continued
to be challenged by a number of issues including declining
macro-economic conditions, geo-political unrest,
continued supply chain disruption and electric vehicle (EV)
supply and demand issues. Throughout these challenges,
we remained focused on the delivery of our business
transformation agenda and managing the associated
risks while continuing to successfully embed, enhance
and mature the overall risk management framework into
the wider business.
In delivering our Accelerate strategy we have made
several significant investments in new businesses during
2022, our most recent and significant to date being the
acquisition of Derco. The combination of our two
businesses brings the opportunity to create better value
and more efficient routes to market within the Americas
for our OEM partners and drive revenue and customer
satisfaction. The enlarged business will also expose the
Group to new risk factors. 2023 will see harmonisation of
risk management practices for the expanded Americas
region to ensure we remain focused on the risks that
matter in delivering our integration plans and synergies
while ensuring a fit-for-future operational framework to
deliver the priorities for the region.
APPROACH TO RISK MANAGEMENT AND INTERNAL CONTROL
Our approach to risk management is clearly integrated
within our decision making. It has been designed to ensure
we assess the risks we need to take in order to remain
successful and to grow, and we use the available evidence
to manage those risks as effectively as possible. Effective
risk management is therefore essential to executing our
Accelerate strategy and achieving sustainable
shareholder value.
We believe that effective risk management starts with the
right conversations to drive better business decisions. Our
primary focus is to identify and embed mitigating actions
for significant risks that could affect our current or future
performance, and/or our reputation. Our risk management
efforts aim to be holistic and integrated, bringing together
risk management, internal controls, and responsible
business, ensuring that our activities across this agenda
focus on the risks that could have the greatest impact.
Inchcape deploys three lines of defence to manage risk
which is overseen by the Board and its Committees.
Accountability for managing risk is, however, fully
embedded across our business. Each region and function
undertakes quarterly risk assessments, establishes mitigation
plans and monitors risk on a continual basis. These risks are
consolidated into our Group’s principal risks, emerging risks
and risk appetite and are reviewed by the Group Executive
Team and Board twice per year. The effectiveness of the
risk management and internal control systems are reviewed
at least annually by the Audit Committee.
CLIMATE CHANGE RISKS AND OPPORTUNITIES
Critical success factors for our business are becoming the
lowest carbon route to market for our OEM partners and
for our stakeholders to have confidence we are here for
the long term. Understanding, reporting, and acting
responsibly upon our climate related risks and opportunities
is our goal to ensuring the environmental sustainability
of our operations and to manage any potential climate
change impacts on our business and performance.
The Group’s responsible business agenda is fully aligned
to the above and requires the effective identification and
management of our climate related risks and opportunities
(CROs). 2022 saw our CRO management strengthen, and
we have integrated the identification of CROs into our risk
management programme and will continue to embed
and mature the methodology going forward. Through
this process we have affirmed that our key CROs are
appropriately linked to several of our principal risks.
‘EV transition’ (see Risk L) remains a moderate risk to the
Group as we continue to seek alignment between the
supply of electric vehicles and changing market
conditions. The changing market conditions combined
with our OEMs’ transition to electrified drivetrains are putting
pressure on margins. This ‘margin pressure’ (see Risk G)
could lead to new routes to market or new business models
with lower margins.
The Group’s Accelerate strategy has been designed to
address these issues. However, potential new and external
emerging risk factors relating to the availability,
sustainability and ethical sourcing of rare earth materials
used in the production of EV batteries remain and, in some
cases, have been exacerbated by the macro events of
2022. High energy costs, the ability for electrical grids to
answer spikes in demand, and the high costs at charging
points might make other powertrains more cost-effective.
These emerging risks form part of our ‘watch list’.
Climate change is also increasing potential physical risks,
such as intense flooding, severe storms and heat stress.
A Group-wide business continuity strategy has been
designed to address these should they eventuate.
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RISK MANAGEMENT
CONTINUED
RISK MANAGEMENT FRAMEWORK
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.
• Implements strategy, policies,
procedures and controls.
• Primary responsibility for risk
identification and assessment.
• Manages risks on a day-to-day
basis.
• Corporate functions.
• Sets policies and procedures.
• Monitors risks and controls.
• Oversees risk improvement
programmes.
• Independent assurance.
• Tests the design and
effectiveness of policies,
procedures and controls
implemented by the 1st and
2nd lines.
During 2022, the Board, Audit Committee and Group Executive Team reviewed the following topics relating to the Group’s
principal risks:
Board
Audit Committee
Group Executive Team
Q1
Q2
Q3
Q4
Cyber;
Legal and regulatory risks; and
Viability: financial impacts of
distribution agreements
Internal controls (financial
reporting, fraud, technology
systems risks)
Strategy: disruptive trends and
EV transition
Cyber security; and
Internal controls (financial
reporting, fraud, technology
systems risks)
Financial forecasts: supply chain
disruption; and
Health, safety and environment
Internal controls (financial
reporting, fraud, technology
systems risks)
CROs quantification and Scope 3
footprint;
Principal and emerging risks;
Risk appetite; and
Strategy: M&A programme
delivery
Cyber security;
Internal controls (financial
reporting, fraud, technology
systems risks); and
Risk management effectiveness
M&A integration;
People (talent review) and culture;
Principal and emerging risks; and
Strategy: M&A, Distribution
Excellence, Vehicle Lifecycle
Services
Digital and Global Business
Services programme;
Finance and insurance;
People (talent review) and culture;
Planet;
Principal and emerging risks; and
Regulatory compliance
Cyber security;
Health, safety and environment;
People (talent review) and culture;
Principal and emerging risks; and
Strategy: agency, EV, OEMs, and
route to market
CRO quantification and Scope 3
footprint;
Principal and emerging risks; and
Risk appetite
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PRINCIPAL RISKS
The Group’s principal risks are summarised in the heatmap below. 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. No risks were removed from the list of principal risks during 2022. One new risk
was added during 2022 relating to macro-economic conditions (cost inflation and economic slowdown).
Risk appetite
Risk appetite is the level of risk
Inchcape is willing to accept in pursuit
of achieving its objectives. It is a
cornerstone of the Group’s approach
to risk management and is determined
by the Board. This definition provides
direction to all areas of the Group on
acceptable levels of risk and where
further remediation is required to
reduce the risk to acceptable levels.
The Board has considered its risk
appetite in relation to the Group’s
principal risks in July and November
2022. 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.
A – Cyber security incident
B – Supply chain disruption
C – Covid-19
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
I – Change delivery
J – People: future skills
K – New market entrants: new business
models or technology
L – EV transition risks
N – Loss of technology systems
P – Foreign exchange volatility
R – Macro-economic conditions
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
HEATMAP OF PRINCIPAL RISKS
H
G
F
A
L
E
B
R
O
N
P
C
J
I
D
M
K
Q
l
a
c
i
t
i
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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
RISKS TO OPERATIONAL EXCELLENCE
RISKS TO STRATEGIC GROWTH
A Cyber security incident
D
People: engagement, retention
B
Supply chain disruption
G Margin pressure (changing route
C Covid-19
E
F
Political risk/social unrest
HSE: health, safety or
environmental incident
O Financial reporting, fraud
N Loss of technology systems
Q Legal and regulatory compliance
P
Foreign exchange volatility
R Macro-economic conditions: (cost
inflation, economic slowdown)
to market, incentives)
H OEM: loss of distribution contract
I
J
K
Change delivery (benefits on time,
to budget)
People: future skills
New market entrants: new
business models or technology
L
EV transition risks
M Acquisition ROI
Key:
No new or additional action;
risk accepted at current level
New or additional action
required and started
Increasing
Decreasing
Movement to next category
Climate
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
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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) HSE: HEALTH, SAFETY
OR ENVIRONMENTAL
INCIDENT
Development of new technology
platforms and digital capabilities form
an integral part of our Accelerate
strategy. These initiatives continue to
be delivered at pace and benefits are
already being realised by the business.
However, the continued digitalisation of
our business also increases the likelihood
of cyber attacks, which, if successful,
could result in confidential data being
compromised, significant business
disruption, reputational damage and/or
financial loss.
Mitigating actions
• Multi-year security improvement
programme underway as an integral
component of Accelerate.
• Existing cyber security measures,
including policy, asset management,
risk assessment, access control,
protective technologies, DR plans.
Disruption to product availability
has continued across the business
throughout 2022 and has primarily
been driven by the lack of timely, cost
effective, sustainable and successful
procurement of essential components
and rare earth minerals required in
the vehicle manufacturing process.
The impacts of these shortages include
reduction in distribution volumes, a
shortage of vehicles for sale as well
as delays or cancellations of customer
orders. This risk is expected to continue
well into 2023 and beyond and is being
mitigated by sales and operations
planning, inventory optimisation and
effective margin management.
Mitigating actions
• Close management and monitoring
of margins.
• OEM portfolio management and
close liaison with our OEM partners.
• Sales and operation planning
procedures.
• Inventory management and planning
processes.
The business includes the operation of
vehicles, machinery and other manual
activities, resulting in a risk of serious
injury or fatality to our colleagues.
Additionally, the use and disposal
of harmful substances and chemicals
poses a risk to the environment and
colleagues. The Group is aware of
the impacts that remote working,
transformation project pressures and
organisational restructuring could have
on the mental and physical wellbeing
of our colleagues. The Group has
implemented a wide variety of
mitigations to reduce harm to our
colleagues and the environment
through initiatives that provide
appropriate support and training
to colleagues.
Mitigating actions
• Ongoing implementation of HSE
programmes.
• Monitoring of HSE function, including
tracking of KPIs and action plans
• Roll-out of executive due diligence
programme.
• Mandatory Annual HSE training.
• Regular review of performance by
GET and Board.
• Evaluation and remediation of risks
related to EVs underway.
Overall HSE business performance is on
track with a variety of Group-wide and
regional specific action plans in place
to further enhance the procedures
and culture throughout Inchcape.
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:
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G) MARGIN PRESSURE
R) MACRO-ECONOMIC
CONDITIONS
Geopolitical uncertainties, supply
chain disruption, risk of high inflation,
and risk of recession, are likely to lead
to a global economic slowdown and
reduced consumer confidence and
demand. Additionally, increasing
interest rates might make financing
for new cars less affordable and slow
down sales.
Mitigating actions
• Management and monitoring of
cost base.
• Financial budgeting and forecasting.
• Cash flow and margin management.
• Review potential cost base
efficiencies.
• Maintaining and increasing our
geographic diversification as well
as our diversified OEM portfolio
(OEM origin, segments, positioning
and more).
Our OEM partners continue to innovate
and develop new ranges of EVs in
response to climate change. Currently,
EVs carry increased R&D and production
costs and thus may offer decreased
margins comparative to internal
combustion engines (ICE). However,
the Group’s view is that over time, as the
technology and production capability
and capacity relating to EVs matures,
margins in the medium-term will
normalise.
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, as well
as exploring new EV-related profit
pools; and
• through expanded M&A, enabling
our growth into new, margin-accretive
markets and with potentially new
OEM partners.
Risk level with current mitigation
Risk level with current mitigation
Impact:
Major
Likelihood:
Possible
Trend:
Impact:
Moderate
Likelihood:
Almost
certain
Trend:
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
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RISK MANAGEMENT
CONTINUED
OTHER PRINCIPAL RISKS
The following principal risks were also identified:
Ref #
Risk title
C
Covid-19
pandemic
DRE,
VLS,
M&A
Description and impact
Trend
Key mitigating actions
The materiality of this risk has reduced
significantly as markets continue to lift
restrictions. The risk remains on the profile due to
China’s recent rapid lifting of its restrictions which
have resulted in a surge of infections that could
affect global supply chains. The re-emergence
of the new variants in markets is unpredictable,
and may lead to a subsequent delayed
economic recovery. Although restrictions are
being lifted across the globe, a worsening
situation may again affect 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.
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.
Key skills are increasingly in demand as
economies return to growth.
The Group operates in markets where there may
be greater volatility in the political, economic
and social environment, for example in, and
adjacent, to: Ethiopia, Hong Kong, and Latin
America. This may threaten the safety of our
employees and disrupt business operations.
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.
People:
engagement
and retention
DRE,
VLS,
M&A
Political risk/
social unrest
DRE,
VLS,
M&A
Loss of
Distribution
Contract
Change
delivery
DRE,
VLS,
M&A
Success of the Group’s strategic transformation
priorities are dependent on the delivery of a
number of key enabling programmes.
People:
future skills
DRE,
VLS,
M&A
There is a risk that we lack the capacity and
risk mitigation to deliver on these key enabling
programmes on time, with quality, within budget
while realising the expected benefits.
As we continue our business transformation
journey, we will require appropriate new
skills and capabilities. These new skills and
capabilities relate particularly to change
management, leadership skills, used car
retailing, digital marketing, M&A and data
analytics. The demand for these skills is high
across many industries thus impacting our
ability recruit and retain talent.
D
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H
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The range of local market measures that
were introduced at the start of the pandemic
remain ready and available for use in the event
of changing levels of infection and trading
restrictions. This includes but is not limited to:
• 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.
• Employee wellbeing frameworks, programmes
and support.
• Enhanced career development programmes
and talent reviews.
• Reformed change management and
retention initiatives.
• 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.
The Group’s current strategy, Accelerate, is
designed to mitigate this risk in the following
ways:
• through a compelling offering to our OEM
partners known as Distribution Excellence;
• through Vehicle Lifecycle Services which
enables us to capture more value from the
vehicle lifecycle while reducing dependency
on specific contracts; and
• maintaining and increasing (through M&A)
our geographic diversification as well as
our diversified OEM portfolio (OEM origin,
segments, positioning).
• 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.
• Risk and issue management.
• Oversight by Steering Committees and
reporting to senior management.
• Development of in-house capability (Digital
Delivery Centres).
• Strategic resource planning and recruitment.
• Training and development programmes,
e.g. digital academies.
• Salary benchmarking.
• Company profile and branding.
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Ref #
Risk title
Description and impact
Trend
Key mitigating actions
K
New market
entrants
DRE
L
EV transition
DRE
There is a risk that new or existing competitors
may enter our markets with new business models
and/or new technology which could result in
a decline in revenue or a gradual reduction
of margins. Examples include the growth of
direct online retail, subscription/rental models,
mobility solutions or combined EV and charging
packages.
There is a risk of lost market share due to
misalignment between market uptake of EVs
driven by new or changing legislation or tax
incentives and OEM EV supply. Risk that we do
not develop optimum operating models relating
to EV demand and supply in various markets
as not achieving optimum ROI on EV related
investments.
M
Acquisition
ROI
M&A
Loss of
technology
systems
(non–cyber)
DRE,
VLS,
M&A
Inorganic growth continues to underpin the
significant role in growing the Group’s profit
before tax. As we continue to accelerate
M&A activity, we recognise the risk of failure to
optimise value creation and ROI targets through
effective integration of new acquisitions into the
Group.
The Group is dependent on a range of complex
and diverse technology systems. There is a risk
that we do not have timely or reliable access to
such business-critical information or information
systems. This could be due to issues such as
systems outages, software glitches, hardware
failure, system complexity and capacity or
ineffective change management.
N
O
Financial
reporting
and fraud
DRE,
VLS,
M&A
The Group may be subjected to the risk of
inaccurate or delayed financial reporting,
or fraud. This risk may be exacerbated
through new ways of working following the
reorganisation of some aspects and functions
as the transition completes and matures.
P
Foreign
exchange
DRE,
VLS,
M&A
The Group operates a geographically diverse
structure with transactions occurring in multiple
currencies, therefore the Group is exposed to
the risk of adverse currency fluctuations which
can impact financial results. The Group’s
results and asset values are translated back to
GBP from local market currencies for reporting
consolidation, which can result in year-on-year
fluctuations in asset values.
• Existing value proposition: digitilisation
and enhanced omni-channel offering.
• Monitoring of competitor activity.
• Brand profile and service levels.
• Diversification of brand relationships,
geographies and revenue streams.
• 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.
• Brand diversification – contracts with new
OEM partners.
• Market-level risk assessment of EV
infrastructure, legislative plans; OEM partner
and competitive capability.
• Strong relationship and regular
communication to ensure optimal EV
allocation from our OEM partners.
• Reposition the brand in the market to
mitigate risk.
• Pipeline of opportunities.
• Experienced M&A teams at Group and in
Regions.
• M&A playbook.
• Integration playbook.
• Post-merger reviews and audits.
• Board review of larger transactions.
• Consolidation of existing systems into SaaS
with availability service level agreements
continues.
• Cloud-hosting, physical and technical security
in place with active system monitoring.
• Incident management, disaster recovery and
continuity plans.
• Back-up and restoration procedures in place.
• IT general controls in place and audited.
• Crisis management training and simulations
undertaken.
• Group Code of Conduct and relevant training.
• 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.
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RISK MANAGEMENT
CONTINUED
OTHER PRINCIPAL RISKS CONTINUED
Ref #
Risk title
Description and impact
Trend
Key mitigating actions
Q
Legal,
regulatory
compliance
DRE,
VLS,
M&A
The Group operates in diverse markets across
the globe. This risk relates to our ability to meet
the requirements of local laws and regulations
and contracts in those diverse markets.
Anti-bribery and corruption, data protection,
competition, anti-money laundering and the
distribution and sale of finance and insurance
remain key legal and regulatory obligations
for the Group.
Other areas of risk pertain to the terms of
our distribution and retail contracts and
contractual risks assumed during acquisitions.
• 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
The identification of emerging risks is achieved through several ways which include: the strategic replanning process;
external publication analysis (including peer reviews and OEM risk disclosures); review of risk studies and publications;
the regular cadence of risk committees and Board meetings and risk-related discussions and analysis (which all form part
of the revised risk management framework implemented last year). Through regular consideration and monitoring of these
emerging risks early on, we can effectively respond to potential threats by preparing contingency plans, implementing
mitigants or adjusting our operations and Group strategy as required.
Climate change-related
Macro-economic
Technological
Other
Reporting regulation
compliance
Liquidity of smaller OEMs – post
Covid-19
Growth of connected/autonomous
vehicles and risk of cyber attacks
Developing and growing new
OEM relationships
Vehicle-related legislation
European energy crisis
Growth of shared mobility
New pandemic
Rare-earth materials and
battery supply shortages
Potential increases in labour costs
may impact profitability
Government car restrictions
Retrenchment of consumer credit
Changing technology vendor landscape
Regional conflicts disrupt
semiconductor supply
Growth and volatility of Bitcoin and market
uptake
Ukraine conflict expands into
Inchcape markets
Extreme weather patterns
International tax reforms
Hybrid and remote working
impacting company culture
Changing consumer trends relating
to vehicle purchase
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VIABILITY
STATEMENT
The Directors have assessed the viability of the Group
by reference to the Group’s current financial position, its
recent performance and forecasts of future performance,
its business model (pages 2 to 4), strategy (pages 5 to 7)
and the principal risks and mitigating factors (pages 61 to
66). The Group’s continued viability is dependent upon the
continuation of its relationships with OEMs with many OEM
contracts having terms of less than three years; three years
is a key timeline for new car changeover in mature retail
markets with good personal finance penetration; and the
number of Units in Operation (UIO) up to three years old is a
key driver of our aftersales business. However, as illustrated
in the diagram below, a variety of other time horizons is
also relevant to the management of the business.
The Directors have determined three years to be the
most appropriate period for the viability assessment as
they believe it strikes a balance between the different
time horizons which are used to manage the business
and is a reasonable period for a shareholder to expect
a distribution business to be assessed over.
Process and scenarios considered
Our financial planning process incorporates an Annual
Operating Plan (AOP) for the next financial year (2023),
together with financial forecasts/models for the remaining
years covered by the Viability Assessment. These financial
forecasts consider the Group’s profitability, gearing, cash
flows and other key financial metrics over the period to
December 2025. 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, including TCFD risk considerations, unlikely
but realistic worse-case scenarios are created and their
impact projected onto the three-year projections. These
risks are (i) loss of a material Distribution contract, (ii) a
major cyber incident, (ii) digital disruption to our markets
1 Year
Viability
(3 years)
5 years
and pricing, (iv) supply chain disruption and (v) further
Covid-19 restrictions. 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, 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 models assume that a portion of uncommitted
inventory financing facilities is also 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.
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 185 to 186.
Longer-term prospects
The following factors are considered both in the formulation
of the Group’s strategic plan, and in the longer-term
assessment of the Group’s prospects:
• the principal risks and uncertainties faced by the Group,
as well as emerging risks as they are identified, including
any supply chain shortages, and the Group’s response
to these;
• the prevailing economic climate and global economy,
and changing customer behaviours;
• the inclusion of known acquisitions; and
• any opportunities through operational simplification
and leveraging technology.
Viability statement
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 122.
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
+
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
67
VOLKSWAGEN
GROUP
Inchcape has had a 30+ year
partnership with VW Group, representing
the core VW brands as well as the
performance marque Porsche in the UK.
In 2022 we secured our first distribution
market with Porsche in Chile.
Locations
Distribution: Chile
Retail: UK
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GOVERNANCE
70 Chairman’s Statement
76 Governance at a glance
78 Board of Directors
85 Nomination Committee Report
88 Audit Committee Report
94 CSR Committee Report
96 Directors’ Report on Remuneration
117 Directors’ Report
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CORPORATE GOVERNANCE REPORT
CHAIRMAN’S STATEMENT
NIGEL STEIN
CHAIR
DEAR SHAREHOLDERS AND
STAKEHOLDERS
I am pleased to present the Corporate
Governance Report for the year ended
31 December 2022. 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.
Board changes
As noted last year, Till Vestring left the Board in May 2022
after 10 years’ service. John Langston, who has been with
the Board since July 2013, will retire from the Board ahead
of the Annual General Meeting in May 2023. I would like
to thank Till and John for their strong contribution and the
sound advice provided to the Board over the years and
I wish John a long and happy retirement. As announced
in January 2023, Sarah Kuijlaars will assume the role of
Audit Committee Chair in May 2023.
I am delighted that Byron Grote and Juan Pablo Del Río
joined the Board as Non-Executive Directors at the start
of 2023. Byron has extensive corporate experience across
a range of leading international businesses. Having
previously been Chief Financial Officer at BP plc between
2002 to 2011, Byron is currently Senior Independent Director
at Tesco plc, Non-Executive Director at InterContinental
Hotels Group plc, and Deputy Chairman of the Supervisory
Board at Akzo Nobel N.V.
Juan Pablo has been appointed to the Board as part of
the Derco acquisition. Juan Pablo is currently a member
of the board of directors of Cruzados S.A.D.P. (a company
with shares listed on the Santiago Stock Exchange) and
is chairman of Sodimac S.A., a position he has held
since 1986.
Gijsbert de Zoeten resigned from the Board in November
2022. Adrian Lewis, Group Financial Controller, has been
appointed as Acting Chief Financial Officer and the
recruitment process has commenced.
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Derco acquisition
The Board spent a significant amount of time discussing the
Derco acquisition during the year. Details of the acquisition
are given throughout this report and the Board believes the
acquisition presents a unique opportunity to accelerate
our global distribution business and deliver substantial
shareholder value.
Climate change
The impact of climate change continues to dominate
the agenda for both businesses and governments around
the world. We are continuing on our journey to reduce our
impact and during the year the focus was on performing
quantified scenario analysis for the most material climate
related risks and opportunities.
Progress has been made on the Scope 1 and 2 emissions
targets set last year, with a reduction of over 19,000 tonnes
through a variety of initiatives. At the beginning of this year,
the Board reviewed the Group’s Scope 3 footprint which has
enabled us to understand the principal source of our Scope
3 emissions. To reduce these emissions the Board agreed to
the actions detailed below but concluded that it was not
appropriate to set reduction targets for Scope 3 emissions
at the current time. This position will be reviewed annually.
• Reduce those emissions within our direct control as
quickly as possible;
• Seize opportunities to partner with OEMs that are able
to offer customers lower emissions vehicles; and
• Support our customers, colleagues and OEM partners
in making the transition to a low carbon future.
Employee engagement
I am delighted that the Board was able to visit our business
in Chile in October 2022. The event gave my fellow Directors
the opportunity to see our operations first hand and to
meet our overseas colleagues face to face. An excellent
employee engagement session was held by Alex Jensen,
Chair of the CSR Committee, further details of which can
be found on page 95.
Jane Kingston, Chair of the Remuneration Committee, also
held two employee forums during the year, one covering
reward principles and one to consult on our proposed
remuneration policy. Further details are given on page 97.
Governance landscape
The Board, and the Audit Committee, will keep updated
of the developments expected under the proposed audit
and governance reforms and will report as appropriate
in next years’ Annual Report and Accounts.
Looking forward
I would like to take this opportunity to thank all our
Inchcape colleagues for their hard work during the year
which has contributed to our great performance against
the backdrop of continued uncertainty. I thank you for
your support in 2022 and look forward to the coming year.
NIGEL STEIN
CHAIRMAN
Compliance with the UK Corporate Governance Code
The 2022 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. The Corporate Governance
Report on pages 70 to 122, describes how we applied the principles of the Code throughout the year and gives references
where key content can be found elsewhere in the Annual Report and Accounts.
We have complied with all Code provisions throughout the year ended 31 December 2022 except for Code provision 38,
where the pension contribution rates for executive directors, or payments in lieu, should be aligned with those available
to the workforce. Since the last Remuneration Policy was introduced in 2020, the UK pension offering has been simplified in
a standardised defined contribution plan (from a mix of defined benefit and defined contribution arrangements). As such
the contribution rate is now estimated to be approx. 7% to 7.5%. Our Group Chief Executive (CEO) received a pension
allowance of 10% of salary which was set at his appointment in 2020 and was in line with the blended rate applicable
to other UK employees at the time.
Under the proposed Remuneration Policy, to be put to shareholders at the AGM in May, newly appointed Executive
Directors will receive a pension contribution rate of 7% of salary, in line with UK employees. For the incumbent CEO,
his pension allowance will be frozen at the current value, as an interim step, and reduce to 7% after 31 December 2023.
Board leadership and Company purpose
Board’s role
The Board is collectively responsible for defining, approving, and monitoring the Accelerate
strategy to ensure it delivers long-term sustainable success within a fast-changing
environment.
The Directors use their judgement and objectivity, supported by a structured governance
framework, which enables the Board to operate effectively, generating value for shareholders,
and contributing 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 2022.
FURTHER READING
Strategy
– pages 5 to 7
Director biographies
– pages 78 to 79
Matters reserved
for the Board
– www.inchcape.com
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Purpose, values and culture
The Group’s purpose is underpinned by the Accelerate strategy and Responsible Business
Plan. In order to operate effectively, it is important that the appropriate culture is embedded
throughout the business, and this is approached in several ways:
FURTHER READING
Strategy
– pages 5 to 7
• Code of Conduct;
• A designated Non-Executive Director responsible for workforce engagement;
• Whistleblowing hotline;
• Remuneration policies and practices;
• Setting appropriate financial targets and monitoring performance against targets
Employee
engagement
– page 21
Responsible Business
– pages 37 to 42
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throughout the year;
• Employee engagement survey; and
• Delegated authorities.
THE ONE INCHCAPE VALUES & BEHAVIOURS
We
deliver
Great
experiences
Fresh
thinking
Better
together
We deliver great experiences through fresh thinking and working better together
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
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CORPORATE GOVERNANCE REPORT
CONTINUED
Board leadership and Company purpose continued
Resources and controls
The Board reviews performance against strategic targets throughout the year and reviews
certain key performance indicators to ascertain whether the necessary resources are in place
to achieve the Group’s strategic aims. Through its governance structure, 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
Principal risks
– pages 62 to 66
Internal controls
– pages 91 to 92
Engagement
The Company has a broad group of clearly defined stakeholders and engages with them
via a variety of channels allowing the Board to understand what issues are important to
stakeholders. The Chair of the CSR Committee is the designated Non-Executive Director
responsible for engagement with the workforce.
FURTHER READING
Stakeholder
engagement
– pages 20 to 22
Workforce policies
The Code of Conduct, among other policies, sets out the behaviours expected of our
employees and ensures policies remain aligned to culture and support long-term success.
Other policies include health and safety, anti-bribery and corruption, inclusion and diversity,
and whistleblowing, which are all available in multiple languages. The Board recognises the
importance of a two-way flow of communication and the importance of employees having
the facilities to raise matters of concern, via the whistleblowing hotline. Any whistleblowing
claims are integrated with case management software to support efficient and effective
investigation, remediation and reporting.
FURTHER READING
Responsible Business
– pages 37 to 42
Non-financial
information
statement
– pages 56 to 57
Division of responsibilities
The role of the Chairman
The Chairman is responsible for the leadership of the Board and is separate from the role of
Group Chief Executive. He sets meeting agendas designed to encourage constructive debate
and promote a culture of openness and inclusion. He oversees that all Directors receive
accurate, timely, and clear information. The Chairman is considered independent.
FURTHER READING
Board evaluation
– page 83
Composition of the Board
As at 31 December 2022, the Board comprised of the Chairman, one Executive Director,
and six Non-Executive Directors. The Group Chief Executive is responsible for developing the
Group’s strategy, running the day-to-day operations, reporting to the Board on performance,
implementing strategy, managing risk and internal control, and engaging with shareholders.
The Senior Independent Director acts as a sounding board for the Chairman, serving as an
intermediary to other Board members. The Senior Independent Director leads the annual
appraisal of the Chairman’s performance with the other Non-Executive Directors.
FURTHER READING
Director biographies
– pages 78 to 79
Committee terms
of reference
– www.inchcape.com
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Role of the Non-Executive Directors
The Non-Executive Directors are appointed to provide a wide range of skills, knowledge,
and experience to supply context to the matters being debated, and the decisions needed
to achieve the Accelerate strategic goals.
The Non-Executive Directors are required to allocate sufficient time to the Company to
discharge their responsibilities. Board dates are agreed two years in advance and time
commitment expected is reviewed annually to ensure Directors are able to plan their time
accordingly. Directors must obtain prior approval from the Board before taking on another
directorship to avoid over-boarding.
FURTHER READING
Board skills
– page 77
Director biographies
– pages 78 to 79
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
Composition, succession and evaluation
Appointments to the Board and succession planning
Ensuring there is the right mix of Board Directors is a key element of the succession planning
process. The Nomination Committee reviews the skills matrix and tenure of Directors on a
regular basis to ensure its succession plan remains aligned with the natural rotation of Directors
off the Board, and the strategic objectives of the Group in the longer term.
The Nomination Committee engages external search consultancies when searching for Board
position candidates.
FURTHER READING
Board skills
– page 77
Nomination
Committee
– pages 85 to 87
Skills, experience and knowledge of the Board
The Directors must possess the skills, experience and knowledge to support and challenge
management in the execution of the Accelerate strategy and to provide sound advice and
insight on material issues.
FURTHER READING
Board skills
– page 77
The Committee considers breadth of perspective on the Board can only be achieved by
appointing Directors from a diverse range of backgrounds and takes into account gender,
ethnicity and professional experience when considering suitable candidates.
Nomination
Committee
– pages 85 to 87
Board evaluation
The Directors provide feedback on how the Board operates, its culture and effectiveness
during the evaluation process. During 2022, the Board carried out an internal evaluation. 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.
FURTHER READING
Board evaluation
– page 83
Notice of Meeting
– www.inchcape.com
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
73
CORPORATE GOVERNANCE REPORT
CONTINUED
Audit, risk and internal control
Internal and external audit
The Chair of the Audit Committee reports to the Board on the independence and
effectiveness of internal and external audit functions and the integrity of the financial
statements throughout the year.
The Audit 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.
FURTHER READING
Audit Committee
Report – pages 88
to 93
Non-Audit Services
– pages 93
Fair, balanced and understandable
The Board reviews the Annual Report and Accounts, 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 objective and there are no omissions.
The Board also ensures that the narrative reporting is consistent with the financial statements.
FURTHER READING
Audit Committee
Report – pages 88
to 93
Risk management and internal controls
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 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.
On behalf of the Board, the Audit Committee carries out a review of the effectiveness of
internal control. Any significant control failings or weaknesses are reported to the Board, along
with a detailed review of the findings and mitigation plans being put in place. The Board will
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.
FURTHER READING
Risk Management
– pages 59 to 67
Audit Committee
Report – pages 88
to 93
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Remuneration
Policies and practices
The Chair of the Remuneration Committee reports to the Board on its oversight of the
remuneration policy, practices and processes throughout the year. The Remuneration
Committee ensures the remuneration policy is designed to support the successful delivery
of the Accelerate strategy, and is aligned to the Group’s purpose and values.
FURTHER READING
Directors’ Report on
Remuneration
– pages 96 to 116
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 scheme, 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 which are stretching yet realistic, with discretion to
adjust formulaic bonus and PSP outcomes and expanding the circumstances in which malus
and clawback can be applied.
Linking strategy to the performance measures used balances predictability and
proportionality by ensuring outcomes do not reward poor performance in the short and
long-term. The Directors’ Remuneration Policy is consistent with Inchcape’s culture therefore
driving behaviours which promote the long-term success of Inchcape.
Procedure for developing remuneration
The Remuneration Committee has delegated responsibility for setting the Executive Directors’
remuneration under the shareholder-approved Directors’ Remuneration Policy. This policy is
reviewed every three years to ensure it remains fit for purpose, aligns with stakeholder
expectations, and promotes appropriate behaviours. The Committee is supported by external
advisors to provide guidance on best practice. The Committee consults with shareholders
prior to the policy being put to shareholder vote to ensure their interests are supported.
FURTHER READING
Directors’ Report on
Remuneration
– pages 96 to 116
Exercising independent judgement
The Remuneration Committee is made up of independent Non-Executive Directors. When
agreeing Executive remuneration outcomes, the Committee uses its independent judgement
to reach decisions taking into account financial performance, personal objectives, wider
business context, and the longer term impacts.
FURTHER READING
Directors’ Report on
Remuneration
pages 96 to 116
No Executive Director is involved in deciding their own remuneration or in determining
remuneration outcomes.
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
75
CORPORATE GOVERNANCE REPORT
CONTINUED
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
• Engagement
• Climate Oversight
Delegated authorities:
COMMITTEE
REPORT
on pages 88 to 93
COMMITTEE
REPORT
on pages 96 to 116
COMMITTEE
REPORT
on pages 85 to 87
COMMITTEE
REPORT
on pages 94 to 95
Delegated
authorities:
Risk oversight
InControl
Standards
Group Risk
Committee
Investment
Committee
Delegated
authorities:
Oversight of
Group capital
expenditure
BOARD ATTENDANCE
The table below shows the Board and Committee meetings held during the year.
Board
Audit
Committee
CSR
Committee
Nomination
Committee
Remuneration
Committee
Scheduled
Ad hoc
Scheduled
Ad hoc
Scheduled Scheduled
Ad hoc
Scheduled
Ad hoc
Nayantara Bali*
Jerry Buhlmann
Gijsbert de Zoeten*
Alex Jensen
Jane Kingston
Sarah Kuijlaars*
John Langston
Nigel Stein
Duncan Tait
Till Vestring*
7/7
7/7
6/6
7/7
7/7
6/6
7/7
7/7
7/7
3/3
7/8
8/8
7/7
8/8
8/8
8/8
8/8
8/8
8/8
4/4
4/4
0/2
2/2
4/4
4/4
2/2
2/2
3/3
3/3
3/3
3/3
3/3
1/2
2/2
2/2
2/2
2/2
2/2
2/2
2/2
1/1
2/2
2/2
2/2
2/2
1/1
2/2
2/2
1/1
2/2
2/2
2/2
2/2
3/3
1/1
3/3
3/3
2/2
* Sarah Kuijlaars joined the Board on 21 January 2022, Till Vestring left the Board on 19 May 2022, and Gijsbert de Zoeten resigned from the Board in
November 2022. Nayantara Bali was unable to join one additional Board meeting due to a prior engagement.
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KEY ACTIVITIES AND DECISIONS OF THE BOARD
Ad hoc meetings were held in March, April, and June to discuss the Derco acquisition and the disposal of the Group’s
operations in Russia, and in November to consider the resignation of the Chief Financial Officer.
January
February
Strategy
Day
May
• 2022 Annual
Operating Plan
• M&A strategy
• Regional update:
Americas & Africa
• Board evaluation
feedback
• Investor Relations
• Final dividend and
Annual Report
• Insurance review
• Tax strategy
• Risk Policy
• NED remuneration
• Derco acquisition
• Global economic
• Annual General
review
• Strategic progress
• Distribution Excellence
• EV Response Plan
• OEM route to market
• M&A pipeline
Meeting
• 3 + 9 forecast
• Treasury Policy
review
• Pension update
July
September
October
November
• Investor Relations
• Propose interim
dividend
• Half year risk review
• Regional update: UK
• Conflict of interest
• Derco acquisition
announcement
• Environment, Health,
and Safety
• Regional update:
APAC
• Digital strategy
• Overseas Board
visit To Chile
• M&A pipeline
• Regional update:
Americas
• Investor Relations
• 3 + 9 forecast, 2023 Operating Plan
• Regional update: Europe & Africa
• Strategy review
• Succession planning
• Full year risk review
• Derco acquisition documents
BOARD SKILLS
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. These skills will be enhanced in 2023 following the appointments
of Byron Grote and Juan Pablo Del Río to the Board.
What we bring
• Automotive
• Digital
• Emerging markets
• Finance
• Remuneration
• Retail
• Technology
Skills being enhanced
in 2023
• Automotive
• Diversity
• Emerging markets
• Multinational business
• Regulatory
• Sustainability
Future succession priorities
• Automotive
• Finance
• Environmental, social, and
corporate governance
• Technology
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CORPORATE GOVERNANCE REPORT
CONTINUED
BOARD OF
DIRECTORS
The Board is collectively responsible for agreeing and
continually reviewing the Accelerate strategy to ensure
it delivers long-term sustainable success. The Board is
also responsible for ensuring the appropriate resources
are in place to deliver the strategic objectives.
Nigel Stein
CHAIRMAN
Duncan Tait
GROUP CHIEF EXECUTIVE
Nayantara Bali
NON-EXECUTIVE DIRECTOR
Appointed – October 2015
Appointed – July 2020
Appointed – May 2021
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 CSR and Remuneration 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. Duncan
is also a Non-Executive Director at Agilisys.
Committee membership – CSR Committee.
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). Nayantara is also an
independent director of Torrent Pharma,
and a Non-Executive Director of Starhub.
Committee membership – CSR and
Nomination Committees.
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 40
years’ experience in the media and
advertising industries. He was formerly CEO
of Dentsu Aegis Network and Aegis Group
plc. Jerry is currently Chairman of Dept,
Croud Limited, and Hybrid. Jerry is also
a member of the Supervisory Board of
ServicePlan GmBH, and a Senior Advisor
to management consultants OC&C.
Committee membership – Audit, CSR,
Nomination, and Remuneration
Committees.
Skills and experience – Alex was regional
CEO Mobility and Convenience 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 and Remuneration
Committees.
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 the Nomination Committee.
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P
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LENGTH OF SERVICE
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BOARD MEMBERS
1
The Directors recognise the benefits of
diversity and the value that this brings
to the organisation in terms of skills,
knowledge, and experience.
1
2
Sarah Kuijlaars
NON-EXECUTIVE DIRECTOR
Juan Pablo Del Río Goudie
NON-EXECUTIVE DIRECTOR
LENGTH OF SERVICE
LENGTH OF SERVICE
Appointed – January 2022
Appointed – January 2023
1
Skills and experience – Sarah is currently
Chief Financial Officer of De Beers plc.
Sarah was previously CFO of Arcadis NV
and prior to this, she was 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 was previously a
Non-Executive Director at Aggreko plc.
Sarah has a Mathematics degree from
Oxford University and is a Fellow of the
Chartered Institute of Management
Accountants.
Committee membership – Audit and
Nomination Committees.
Skills and experience – Juan Pablo served
on the board of the Derco group until its
acquisition by Inchcape in 2022. He is
currently on the board of Cruzados S.A.D.P.
(a company with shares listed on the
Santiago Stock Exchange) and is chairman
of Sodimac S.A, a position he has held
since 1986. He was a member of the board
of directors of Falabella S.A., a company
with shares listed on the Santiago Stock
Exchange, between 2015 and 2020 and
has held a number of senior leadership
roles across a range of companies within
the automotive, retail and real estate
sectors in Latin America.
Committee membership – Nomination
Committee.
1
2
6
0 to 3 years
NATIONALITY
3 to 6 years
NATIONALITY
6 to 9 years
9+ years
1
1
8
British
ETHNICITY
Chilean
ETHNICITY
Singaporean
1
NATIONALITY
0 to 3 years
1
3 to 6 years
1
6 to 9 years
9+ years
8
ETHNICITY
British
Chilean
1
Singaporean
9
GENDER
Asian
White
John Langston
NON-EXECUTIVE DIRECTOR
Byron Grote
NON-EXECUTIVE DIRECTOR
Appointed – August 2013
Appointed – January 2023
9
6
Skills and experience – John has corporate
finance, accounting and international
experience acquired in senior financial
roles in the engineering sector. John is
a chartered accountant and 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.
Committee membership – Chair of Audit
Committee and member of the
Nomination Committee.
Skills and experience – Byron has extensive
experience across a range of leading
international businesses at Board level.
Having previously been Chief Financial
Officer at BP plc between 2002 to 2011,
Byron is currently Senior Independent
Director at Tesco plc, Non-Executive
Director at InterContinental Hotels Group
plc, and Deputy Chairman of the
Supervisory Board at Akzo Nobel N.V.
Byron has previously served on the Boards
of Anglo-American plc, Standard
Chartered plc, and Unilever plc.
Committee membership – Audit, CSR,
Nomination, and Remuneration
Committees.
Asian
GENDER
White
GENDER
6
Female
Male
Female
Male
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CORPORATE GOVERNANCE REPORT
CONTINUED
GROUP
EXECUTIVE
TEAM
The Group Executive Team (GET) drives the Accelerate
strategy and is responsible for the day-to-day operations
of the Group. It is a global team of business leaders that
combines a strong focus on operational excellence with a
wealth of experience in a wide range of industries, including
automotive, fast-moving consumer goods, management
services, utilities and finance.
Duncan Tait
GROUP CHIEF EXECUTIVE
George Ashford
CEO UK
Appointed – July 2020
Appointed – October 2006
Duncan joined the Group in 2020, bringing
with him a wealth of digital and data
experience which is a key enabler of the
Accelerate strategy. Duncan has overseen
the implementation of DXP, the omni-
channel customer and dealer platform,
which provides access to a full range of
products and services, from first search and
comparison through to aftersales care, and
DAP, a range of data analytics designed
to deliver competitive advantage.
Since his appointment, the Group has also
entered into strategic partnerships with
Great Wall Motors, BYD and Geely,
manufacturers which will bring exciting
EV ranges, aligning with the Group’s
Responsible Business agenda.
George joined the Group in 2006 and
since that time has held several senior
positions including CEO Toyota Belgium
and CEO APAC. In 2021 George was also
appointed Chief Transformation Officer
with responsibility for overseeing the
implementation of the Accelerate strategy
and business transformation. George left
the Asia region in 2021 and was appointed
as CEO UK. His extensive distribution and
retail experience is beneficial in leading this
crucial business. He also continues to lead
both the global Used Car strategy and the
OEM relationship strategy. George is the
executive lead for Inchcape Enabled,
which focuses on building a disability
confident business by removing barriers
and increasing accessibility.
Mike Bowers
GROUP GENERAL COUNSEL AND
CHIEF SUSTAINABILITY OFFICER
Appointed – October 2015
Mike joined the Group in 2015 as Group
General Counsel. He is a leading
contributor to the Group’s M&A strategy
playing a significant role in the acquisitions
of Derco, Grupo Rudleman, Indumotora,
ITC, and Simpsons Motors, which significantly
reshaped the business over the last seven
years. Mike is also instrumental in
reinforcing and strengthening legal and
regulatory compliance across the Group.
Mike was appointed Chief Sustainability
Officer in 2023 and leads the Group’s
response to climate change, helping us to
deliver on our aim to be the lowest carbon
route to market for our OEM partners.
Helen Cunningham
CHIEF HUMAN RESOURCES OFFICER
Mark Dearnley
CHIEF DIGITAL OFFICER
Ruslan Kinebas
CEO APAC
Appointed – September 2020
Appointed – October 2020
Appointed – October 2015
Helen joined the Group in 2016 and has
held various positions as HR Director in the
UK, Emerging Markets, and Americas &
Africa. Helen was appointed as Chief HR
Officer in 2020 bringing a combination
of deep functional expertise and strong
operational leadership to this key central
role. She has developed significant M&A
capability within the business over several
step-change acquisitions, working directly
with our OEM partners, effectively
onboarding new teams and leaders,
and integrating businesses. She is also the
Executive leader for the People workstream
of the Driving What Matters plan with
responsibility for inclusion and diversity,
safety and wellbeing, and talent.
Mark Dearnley joined Inchcape as Chief
Digital Officer in 2020 with responsibility
for digital transformation which is critical
to the success of the Accelerate strategy.
To support the digital strategy, Mark
has been instrumental in establishing
Inchcape Digital, which focuses to deliver
the Distribution Excellence and VLS
programmes supported by the newly
formed Digital Delivery Centres based in
Colombia and the Philippines. Inchcape
Digital rolled out DXP and DAP globally,
supports GBS and SAP, and is introducing
new solutions including Digital Parts
Platform and bravoauto.
Ruslan Kinebas joined Inchcape in 2015 as
CEO Emerging Markets before becoming
CEO Americas & Africa in 2019. During his
tenure, Ruslan oversaw the acquisition of
multiple distribution businesses including
Mercedes-Benz distribution in Uruguay,
Ecuador and Colombia. Ruslan also
oversaw expansion in the African region
with the addition of Jaguar Land Rover
distribution in Kenya. In 2021, Ruslan was
appointed CEO APAC, where he also has
responsibilty for the Digital Parts Strategy
under Distribution Excellence. Ruslan is
Executive sponsor for the Women into
Leadership programme, which develops
female colleagues throughout the
organisation and into leadership roles.
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Romeo Lacerda
CEO AMERICAS
Adrian Lewis
ACTING CHIEF FINANCIAL OFFICER
Appointed – September 2021
Appointed – November 2022
Romeo joined Inchcape in 2021 as CEO
Americas & Africa. Since joining the Group,
Romeo has overseen the acquisition of
Ditec, ITC, and Simpson Motors which have
strengthened the Group’s geographic
reach and broadens its OEM relationships,
with the addition of Chrysler to its list of
brand partners. In addition, the Group has
acquired Derco, the largest automotive
distributor in Latin America, increasing
scale in the Americas with a footprint on
over 30 OEM brands in 12 markets creating
a significant region in one geography.
Adrian joined Inchcape in 2015, initially
as CFO for the Emerging Markets region
where he played a leading role, with the
Indumotora acquisition and integration,
at the time Inchcape’s most significant
acquisition for many years. Adrian
subsequently moved to Singapore as CFO
for Asia Pacific, Inchcape’s most profitable
region. In October 2020, Adrian returned
to the UK to lead the finance function
as Group Financial Controller. Prior to
Inchcape Adrian held various senior
finance roles at Tesco.
Adrian is a CIMA qualified chartered
accountant.
Glafkos Persianis
CEO EUROPE & AFRICA
Liz Brown
CHIEF STRATEGY OFFICER
Appointed – April 2020
Appointed – February 2023
Glafkos joined Inchcape in 2020 as CEO
Europe with responsibility for Continental
and Northern Europe and Russia (prior
to Inchcape exiting the region in 2022).
Glafkos was instrumental in the
appointment of Inchcape as BYD’s sales
and aftersales partner in Belgium and
Luxembourg. BYD is the world’s leading
manufacturer of New Energy Vehicles
(NEVs) and power batteries and will
provide an online and offline network for
both sales and aftersales services. Also
in 2022, Glafkos assumed responsibility
for operations in Africa, a strategically
important region for the Group offering
long-term sustainable growth in the
markets of Ethiopia, Djibouti and Kenya.
Liz has over twenty years’ experience
in consulting, investment, telecoms and
FMCG and joined Inchcape from Diageo,
the global drinks manufacturer and
distributor, where she held the role of
Group Strategy Director and Global Head
of Business Development. Liz also had
overall responsibility for Diageo’s start-up
acceleration business, Distill Ventures,
developing a portfolio of successful new
businesses which resulted in several
successful acquisitions into Diageo. Prior
to Diageo, Liz held strategic and senior
roles at Currys plc, Royal Bank of Scotland
Group plc and LEK Consulting LLC.
GENDER BALANCE IN
SENIOR MANAGEMENT
Improving Inclusion and Diversity
(I&D) at senior leadership level is
a key focus of the GET and the
Board, with a target to increase
the proportion of women leaders
to at least 30% by the end of
2025. To help achieve this target,
the Women into Leadership
Programme was developed in
2021 to provide professional and
personal growth for Inchcape’s
female high potential talent and
to strengthen our succession
pipelines. Please see page 39
for further details.
In 2022, an external recruitment
supplier reset took place for
Executive hires, to identify the
best-fit providers and solutions
who could contribute actively
to our I&D agenda and our
continued drive for a broader
diverse mix of colleagues. During
this process, providers were asked
to provide:
• Their company policy and
approach on commitment
to I&D.
• Details of the I&D training that
their teams have gone through.
• What diversity information is
collected from candidates.
• Demonstrable evidence of the
method and process of sourcing
a diverse range of candidates.
In 2023, we will follow-up with an
annual review to measure the
impact of our decisions and the
supplier’s contribution to our
I&D goals.
The appointment of Liz Brown as
Chief Strategy Officer in February
2023 is a key senior appointment
for the Group and demonstrates
the ongoing commitment to
improving diversity. Liz joined
the GET on appointment.
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
81
CORPORATE GOVERNANCE REPORT
CONTINUED
PRINCIPAL DECISIONS IN 2022
Derco acquisition
In addition to the scheduled Board meetings, eight ad hoc Board meetings were held during the year to consider the
acquisition of Derco. The meetings were structured to allow the Board members to consider all aspects of the transaction
covering:
• Introduction and overview of the Derco business and its shareholders.
• Valuation, transaction terms and structure: investor perspectives, business plan review, synergy analysis, valuation, impact
on leverage.
• Geopolitical analysis, industry and OEM brand portfolio.
• Class 1 transaction: general duties of Directors, obligations for Directors of a listed company, UK Corporate Governance
Code 2018 and risk mitigation.
• Transaction process, financial projections, synergy assessment.
• Valuation/financing and impact on the Group and key transaction terms.
• Board approval of the transaction.
The meetings were attended by the Group’s external advisors who provided guidance and independent advice throughout
the process. After announcing the intention to acquire Derco, members of the Board held meetings with shareholders
accounting for 60% of our share register. Investor reaction to the deal has been very supportive, with Derco viewed as
a good strategic fit. Further details of the Derco business can be found in the Strategic Report on pages 24 and 25.
Russia disposal
As announced in 2022, the Group decided to exit its Russian operations due to the conflict with Ukraine. Working in
conjunction with our OEM partners the Board agreed to transition our Russian business in full compliance with international
and local regulations and with the aim of safeguarding the continuing employment of our colleagues. The Company’s
operations in Russia was a Retail-only operation, and during 2021 it disposed of its St. Petersburg operations.
The GET engaged with both Toyota and BMW, the largest OEM partners in the region, before agreeing to the transaction.
Following the start of the conflict, all OEMs eventually ceased production and shipments to Russia, and the lack of new
vehicles entering the country would lead to a gradual unwinding of the business as supply diminishes. The management
team in Russia remained extremely professional during the transaction which also affected our other Northern European
regions such as Poland, the Baltics and Romania. The Group Chief Executive held townhall meetings with our European
markets on the decision to make the sale.
The Board discussed the situation in detail noting the need to have regard for employees in both the Russian business
and neighbouring countries and how the decisions made will affect them, the expectation of investors and OEM brands
partners, and the risk of setting a precedent as historically the Group operates in markets with potential political uncertainty.
The Board also discussed the sale of the St. Petersburg business in 2021, noting the strategic intent had been to sell the entire
Russian operations if an appropriate buyer had been identified. The Board considered the financial impact noting early
2022 trading was strong; however, with no new inventory the business would likely be sustainable for three to six months
without any cash injection or working capital facilities. There were inevitably losses with selling the Russian operation due
to FX and impairment. The exit scenarios were considered in detail with an exit from Russia ultimately resulting in transferring
ownership or ceasing to trade. The Board agreed that whatever the outcome the fair treatment of employees remains
paramount, taking into account the investor and market view, and guidance from the UK Government.
Pension
In May 2022, the Board approved a package of measures to be made to a UK subsidiary pension scheme. Historically
this scheme was made up of four sections which were operated on an individual sectionalised basis, was a mixture of
final salary and cash balance schemes and was aligned with a mixture of RPI and CPI. It was agreed to:
• Merge three of the individual sections of the scheme.
• Align the inflation index used in the scheme to be CPI across all inflation-linked benefits.
• Enhance the security provided to scheme members by giving access to the covenant of the subsidiary in the form
of a guarantee.
This package of measures was to the benefit of both the scheme members and the Company as it improves the funding
position of the scheme overall, reduces investment risk, enhances scheme members’ security, and reduces the time period
within which the scheme will become fully funded on a solvency basis.
In order to formalise the Company’s approach to pensions decision-making, in line with the requirements of the Pension
Schemes Act 2021, terms of reference were incorporated for the Group’s Pension Committee along with a Governance
manual to document day-to-day operational responsibilities. A DC Governance Committee was also set up to ensure
the DC Schemes are appropriately governed, including a focus on matters such as delivering best member outcomes
and ESG matters.
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Culture and engagement
The Board monitors and assesses the indicators of culture throughout the Group by:
• Regular meetings with management as part of the Board’s annual agenda and one-to-ones with key senior leaders;
• Reviewing the outcomes of the employee engagement survey;
• Reviewing People and Capability metrics including voluntary turnover, leadership development programmes, employee
assistance programmes, Code of Conduct compliance, and health and safety statistics;
• Whistleblowing reports and follow up actions; and
• Independent assurance via external advisors.
A broad range of workforce engagement mechanisms are in place with a feedback loop to ensure the Board is able
to assess the culture of the organisation. The Chair of the CSR Committee is the designated Non-Executive Director with
responsibility for workforce engagement and further details of the engagement session carried out in 2022 is given on
page 95.
The Board has delegated oversight of the Company’s whistleblowing arrangements to the Audit Committee but retains
overall responsibility and receives updates on cases as appropriate.
The Company has a framework of values and behaviours that underpin the Group’s purpose to ensure that the strategy
and culture of the Company are aligned. The new One Inchcape Values and Behaviours Framework was rolled out across
the Group in January 2022. The framework supports the successful delivery of the Accelerate strategy by improving the way
we do things to drive business performance.
BOARD EVALUATION
2021 Board Evaluation outcomes
Board
CSR Committee
Nomination
Committee
All Board members received training on TCFD, response to electric vehicle developments, market
supply shortages and global inflation affecting pricing. This has helped enhance the Board’s
knowledge on recent industry and regulatory movements.
The Board enhanced its understanding of ESG issues during the year through external updates on
where ESG is heading, why it matters and key trends. From 2023, all Committee Chairs will attend one
CSR Committee annually to improve ESG synergy and transparency when making decisions at Board
level.
The Nomination Committee reviewed its succession criteria to enable more focused assessment of
candidates. Sarah Kuijlaars and Byron Grote, come from financial positions at public companies to
help steer the Audit Committee when John Langston retires in May 2023. The Board acquired further
representation of global operations and regional markets through the appointment of Juan Pablo Del
Río, whose first-hand knowledge of the automotive industry and South American markets strengthens
the Board’s understanding of operations.
2022 Board Evaluation
An internal evaluation of the Board was conducted by
the Chairman in 2022 which involved all Board members
completing an anonymous questionnaire covering areas
such as strategy, knowledge, succession, risk, culture,
and effectiveness. The results of the questionnaire were
considered by the Board to agree actions for 2023.
The evaluation showed that Board members feel their
experiences and contributions are valued, and any
challenges made are constructive. Communication
between Board members and senior management is
open with strong working relationships resulting in an
optimal collaborative environment enabling timely
resolution of issues.
When considering the knowledge, skills and experience
of the Board, the appointments of Byron Grote and Juan
Pablo Del Río in 2023 will add new perspectives which will
enhance the Board’s expertise and knowledge of finance
and Latin American markets however with the departure
of John Langston in May 2023, automotive experience
will be a key area for future appointments. In addition,
given the Company’s focus on digital and technology,
the primary expertise in this area is seen at GET level rather
than on the Board itself, which will also be a consideration
for Board appointees.
The Board believes there is the right level of focus on
succession and diversity, with good progress made on
identifying and developing future talent overall however
continued focus on improving representation of minority
groups on the Board and at executive level will be key
in 2023.
The assessment shows that the Board continues to operate
effectively; however, there is still a strive for continuous
improvement.
Areas of improvement for 2023 include:
• Improved Board training on industry and regulatory
environments;
• Increased ESG knowledge and considerations when
making decisions;
• More representation of automotive experience; and
• Continue focus on succession planning for Board,
GET and senior leaders to meet diversity requirements.
The 2023 Board review process will be externally facilitated,
with details of the evaluation being reported in next year’s
annual report and accounts.
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CORPORATE GOVERNANCE REPORT
CONTINUED
WOMEN INTO
LEADERSHIP
Jane Kingston
NON-EXECUTIVE DIRECTOR
“ If our people feel they are valued
for who they are, they are more
likely to feel at home and will stay
with us and make great
contributions.”
Nayantara Bali
NON-EXECUTIVE DIRECTOR
“ To transform the future of mobility
we need to have the best of all
genders working with us.”
Alex Jensen
NON-EXECUTIVE DIRECTOR
“ I advised women to build the
confidence to move out of their
comfort zone and to do so
deliberately in order to create
broader opportunities.”
Q. Why did you want to speak at
Q. What role does Women into
the Women into Leadership
programme?
JK. It was a great opportunity to
connect with colleagues across
all parts of the Group. Having
learnt and seen a lot of change
over a long career, I wanted to
share my thoughts and insights
with colleagues as they develop
their own careers. I am always
pleased to talk about the
transition into NED roles and
explain how the Board works
and the role it fulfils.
Leadership play in Inchcape?
JK. I am delighted to observe the
way Inclusion and Diversity is
really valued as of core
importance to how we operate
and what we do. I think we are
going the extra mile to make this
a core living value and that all
comes down to leadership.
Q. What advice did you give the
participants of the programme?
JK. Be brave and build yourself a
broad platform to have choices
in the long-term. When you need
it, ask for support – that is a
strength.
Q. Why did you want to speak
at the Women into Leadership
programme?
NB. It is always useful to hear from
people who have shared
challenges and opportunities.
Listening to other women talk
about how they navigated these
can inspire new possibilities.
Q. What role does Women into
Leadership play in Inchcape?
NB. All leadership programmes are
important within businesses – and
when there are emerging
diversity groups looking to forge
their own path which may be
different from previously
established leadership models,
it is important to give women
the tools and encouragement
to develop their own path.
Q. What advice did you give the
participants of the programme?
NB. To be ambitious and not be shy
to express that ambition. Also to
never stop learning.
Q. How will greater gender diversity
benefit Inchcape?
NB. If we are to access the best
talent available then to transform
the future of mobility we need
to have the best of all genders
working with us.
Q. How will greater gender diversity
AJ. Women can be under-
benefit Inchcape?
AJ. You get better outcomes with
more diverse teams, because
you recruited from 100% of the
talent pool to find the best
candidate and because team
decisions are tested with a wider
range of views. Leaders that are
willing to slow down to challenge
biases, are willing to listen to
different views that might
challenge their own, willing to
work hard to align the team. By
focusing on diversity, Inchcape
will emerge stronger and better.
Q. What role does the Women into
Leadership programme have
within Inchcape?
represented at certain levels and
job types. This may be because
of biases in ourselves, in others,
in processes and structures, and
in society. I think programmes like
this create awareness of these
hidden biases and empower
women to take charge of their
own careers, build confidence
and networks. It is about ensuring
that individuals can flourish so
that Inchcape can flourish.
Q. Why did you want to speak at
the programme?
AJ. I wanted to play a part in sharing
my own experiences and insights
about how to navigate some of
the trickier career moments.
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NOMINATION COMMITTEE REPORT
NIGEL STEIN
CHAIR
DEAR SHAREHOLDER
I am pleased to present the report of
the Nomination Committee for the year
ended 31 December 2022. The aim of this
report is to provide an overview of how the
Committee has discharged its responsibilities
during the year.
Board composition and succession planning continues
to be the main focus of the Committee with two new
Directors recruited during 2022. Sarah Kuijlaars joined in
January 2022 and Byron Grote who joined in January 2023.
In addition, Juan Pablo Del Río joined the Board following
the successful acquisition of Derco. John Langston will retire
from the Board in May 2023 and I would like to thank John
for his contribution and wise counsel during his time with
Inchcape and to welcome our new Board members.
In recruiting Sarah and Byron, the Committee reviewed the
mix of skills and experience of the current Board members
taking into account any gaps which would arise following
the departure of John. As such, the Committee agreed
that strong financial and UK listed company experience
was essential.
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 will assume the role of Audit Committee
Chair following John Langston’s retirement.
Membership
Nigel Stein (Chair)
Nayantara Bali
Jerry Buhlmann
Alex Jensen
Jane Kingston
Sarah Kuijlaars*
John Langston
Till Vestring**
Number of
meetings held/
attendance
Ad hoc
meetings held/
attendance
2/2
2/2
2/2
2/2
2/2
2/2
2/2
1/1
2/2
2/2
2/2
2/2
2/2
1/1
2/2
1/1
* Sarah Kuijlaars joined the Committee on 21 January 2022.
** Till Vestring left the Board on 19 May 2022.
The Committee’s terms of reference can be found at
www.inchcape.com/responsibility/governance.
Byron was previously Chief Financial Officer at BP plc
between 2002 to 2011 and is currently Audit Committee
Chair at Tesco PLC and Akzo Nobel N.V. and a Non-
Executive Director at InterContinental Hotels Group plc.
He has also served as Non-Executive Director of Standard
Chartered plc, Anglo American plc and Unilever plc.
Sarah and Byron’s extensive financial and international
experience have strengthened the existing Board’s skill set
as well as providing experienced voices as part of the
Audit Committee.
Juan Pablo Del Río was appointed to the Board in January
2023 following the successful acquisition of Derco. Prior to
this Juan Pablo served on the Board of Derco and brings
a wealth of knowledge and experience of the business
and Latin American markets to the Board.
Following Sarah, Byron and Juan Pablo’s appointments,
the Nomination Committee believes the current
composition is a good fit for the Board to optimally perform
for the benefit of its members and ensures that the Board
and its Committees remain well equipped with the skills
and capabilities needed to drive the future success at
Inchcape. The Nomination Committee continues to
consider suitable candidates should any vacancies arise
unexpectedly or where it could be deemed that another
Non-Executive Director would enhance the performance
and experience of the Board.
Gijsbert de Zoeten resigned from the Board in November
2022. The recruitment process for a new Chief Financial
Officer has commenced.
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CONTINUED
Looking ahead, the Committee is focused on the long-term
succession of the Board and the need to integrate more
diversity at executive level.
The recruitment consultants used for Board appointments
are aware that gender and ethnic diversity are key factors
when recruiting Board members and the Group is putting
in place various initiatives and programmes to reach the
leadership goals.
PRINCIPAL DECISIONS IN 2022
This includes programmes such as the Women into
Leadership programme and the graduate programme.
Further information can be found in the Responsible
Business Report on pages 37 to 42.
NIGEL STEIN
CHAIR OF THE NOMINATION COMMITTEE
Skills, experience,
and diversity
The Committee reviews the Board Skills Matrix throughout the year. The matrix sets out the
skills and experience of each Board member which the Committee reviews in the context
of the Accelerate strategic aims in the medium and longer term.
Succession planning
Independence
Election or re-election by
shareholders at the AGM
The Committee has discussed gender diversity at the Board and Group Executive Team
level, noting diversity is an increasingly important area of focus for investors and a clear plan
is needed to address this area. Several initiatives are in place for the Company to work
towards improving gender diversity in leadership roles, including the Women into Leadership
programme which has a target of no less than 90% progression to a new role (at the same
level or promoted) with 24 months of programme completion, and to increase the
proportion of women in senior positions from 18% to 30% by the end of 2025.
The Committee reviews length of service and recommends to the Board the appointment
of Non-Executive Directors (NEDs) for a further three-year term as and when they arise. It is
usual for Board members to serve nine years on the Board and length of service is a key
factor when looking at succession planning. However, a Director may resign before they
have completed nine years’ service. In these circumstances, a longlist of potential
candidates is continually kept up to date so the appointment process can begin
immediately to fill vacancies as they arise.
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.
The Committee assesses the Non-Executive Directors’ independence on appointment and
throughout the year. Non-Executive Directors are required to inform the Committee of any
situation which could impair their independence and report on any potential conflicts of
interest at each meeting.
Over half of the Board, excluding the Chairman, are Non-Executive Directors who are
considered to be independent under the Code. Under Code provision 10, the criteria for
Director independence states a tenure over nine years could impair a Director’s
independence. During 2022, John Langston served his tenth year with Inchcape; however,
the Board is satisfied that despite having over nine years’ service, John continues to
demonstrate independent character, judgement and objectivity, and this continued
service has not impaired his independence. John will step down from the Board prior to
the AGM in May 2023.
Juan Pablo Del Río is not considered independent due to his close family relationship with
the Derco business and the family shareholding. Please see page 87 for further details.
In line with the UK Corporate Governance Code, all Board Directors will be subject to
election or re-election annually at the Company’s Annual General Meeting. The Company
has agreed, subject to certain terms and conditions including the family owners maintaining
at least a 7% shareholding in the Company, that a Derco family Director will continue to be
nominated for reappointment until and including at the Company’s Annual General
Meeting in 2026.
Time commitment and
policy on multiple Board
appointments
Non-Executive Directors must have the time necessary to devote to the role. The Committee
reviews the expected time commitment on a regular basis and also implements a policy
on multiple Board appointments to limit the possibility of a Director being ‘over-boarded’.
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Diversity policy statement
We value diversity in the broadest sense including,
but not limited to, age, gender, ethnicity, sexual
orientation, disability, or educational, professional
and socio-economic backgrounds. The objective
of ensuring a diverse board is to provide fresh
perspectives which enrich our decision making and
the aim of the policy statement is to reflect this ethos.
The Board’s policy on diversity is a verbally agreed
principles-based policy and applies to the Board and
its committees. The policy is implemented during the
nomination process where all aspects of diversity
are valued along with the range of skills, experience
and knowledge needed to enable the Board to
make the right decisions to achieve the objectives
of the Accelerate strategy and to create long-term
sustainable success.
The importance of Board diversity is clearly understood
by our recruitment consultants and is built into the
process of succession planning and recruiting
Executive and Non-Executive Directors. The Board
remains dedicated to achieving gender parity and
greater representation of diverse ethnic backgrounds
and considers all aspects of diversity to be relevant
when considering appointments to the Board or its
committees.
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.
As at 31 December 2022, at least 40% of the Board are
female and at least one member of the Board is from
a minority ethnic background. However, the target to
have a female Chair, CEO, SID or CFO by the end of
2025 as recommended under LR.9.8.6 (ii) has not yet
been met. This requirement is and will be factored into
any Board recruitment process.
The data on Board and Executive diversity is given
in the Directors’ Report on page 121.
Director independence
The Board includes an appropriate combination of
Executive Directors and Non-Executive Directors, with over
half the Board considered independent. No one individual
or small group of individuals dominates the Board’s
decision making.
Provision 10 of the Code sets outs circumstances “which
are likely to impair, or could appear to impair” a Director’s
independence. We set out in the 2021 Annual Report
and Accounts, the Board’s view as to why it considered
Till Vestring to be independent prior to his departure in
May 2022.
John Langston completed nine years’ service in August
2022 and will step down from the Board prior to the AGM in
2023. John agreed to stay on the Board while we recruited
two new Non-Executive Directors, Sarah and Byron, who
both joined the Audit Committee upon appointment.
John has been instrumental in their induction to the Audit
Committee and the Board felt that his continued service
allowed a smooth transition for these important roles.
Juan Pablo Del Río is not considered independent as he
has a significant shareholding in the Company, and has
close family ties with some of the Company’s senior
employees. The Company acknowledges that Juan Pablo
Del Río is not independent but the rationale behind the
Derco acquisition, as stated in pages 24 and 25, are of
tremendous benefit to the Company with the acquisition
dramatically increasing our scale in the fast growth
Americas region, bolstering our presence in several existing
markets, and will secure Bolivia as a new Inchcape
distribution market. Derco also brings a fantastic set of
highly complementary OEM relationships, including
deepening our decades-long relationship with Suzuki, and
broadens our brand footprint in the markets, with Mazda,
Changan, JAC, Renault, Great Wall, and Haval. As a result
of this Juan Pablo will have no voting authority when it
comes to making decisions about the Derco subsidiaries.
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 longlist of potential
candidates with the consultant. From this, a shortlist 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.
Odgers Berndtson were appointed to assist with the
recruitment of Sarah Kuijlaars and Lygon Group were
appointed to assist with the recruitment of Byron Grote.
Odgers Berndtson and Lygon Group 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.
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
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AUDIT COMMITTEE REPORT
JOHN LANGSTON
CHAIR
DEAR SHAREHOLDER
I am pleased to present the Audit Committee
Report for the year ended 31 December
2022. 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.
Mergers and acquisitions (M&A)
M&A continues to be a cornerstone of the Group’s
Accelerate strategy with the Group acquiring the ITC
Group and Ditec in the Americas and Morrico in Guam, in
addition to several distribution wins. Such expansion has led
the Committee to review procedures over the initial IFRS 3
provisional accounting for new acquisitions, challenging
management where appropriate and seeking the opinion
of the auditor on the accounting judgements.
The acquisition of Derco is a transformative and unique
opportunity to accelerate our global distribution business
and deliver shareholder value. As such the Committee
considered the financial information contained in the
circular to shareholders in detail, including the historical
financial information, principal accounting judgements
and synergies prior to the General Meeting. Commencing
with Derco, integration of new businesses to the InControl
Standards Framework (ICS) will be a key focus for 2023 and
the Committee will monitor the implementation of the
control environment.
Exit of Russian operations
Exiting the Group’s Russian operations was also a key
consideration for the Committee during the year. The
Committee considered this a significant issue and further
information on the Committee’s judgements in relation
to this matter is given on page 90.
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Membership
John Langston (Chair)
Jerry Buhlmann*
Jane Kingston*
Sarah Kuijlaars
Number of
meetings held/
attendance
Ad hoc
meetings held/
attendance
4/4
4/4
2/2
4/4
2/2
0/2
2/2
* Jane Kingston left the Committee in May 2022. Jerry Buhlmann was unable
to join the additional meetings due to prior engagements.
The Committee’s terms of reference can be found at
www.inchcape.com/responsibility/governance.
Global Business Solutions
The implementation of the Global Business Services
organisation (GBS), which began in 2021, continued during
the year. Following a GBS Programme Assurance review
carried out by the Internal Audit team, the Committee
spent time assessing the action plans developed to
address control gaps and continue to monitor progress
against plans to ensure that appropriate resources and
governance processes are in place to manage the risks.
Climate change
As part of our TCFD work and general planning work,
climate change considerations have been factored
into financial forecasting and the associated impairment
assessment. Climate change will manifest in many
ways and we have considered the key risks, such as:
misalignment (EV demand vs EV availability in the relevant
markets), carbon tax, physical risks and margin pressures.
Further details are given in the TCFD Report on pages 44
to 54 and in the Financial Statements on page 143.
Financial Reporting Council (FRC) letter
A letter was received from the FRC, following a review of
the 2021 Annual Report and Accounts, where a specific
question was raised in relation to the accounting treatment
of share buybacks, alongside a number of additional
points noted in an appendix. The FRC review is based on
our Annual Report and Accounts and does not benefit from
detailed knowledge of our business or an understanding
of the underlying transactions entered into. However, it is
conducted by staff of the FRC who have an understanding
of the relevant legal and accounting framework.
The FRC supports continuous improvement in the quality
of corporate reporting and recognises that those with more
detailed knowledge of our business, including the Audit
Committee and auditors, may have recommendations
for future improvement, consideration of which we would
encourage.
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The Company responded to explain the accounting
treatment used and to confirm the points raised would be
addressed in the 2022 Annual Report and Accounts. The
FRC noted the repurchase agreement and closed the
enquiry after we explained that, as of 31 December 2021,
we had a contractual right to terminate the arrangement
without giving notice and without any penalty.
Cyber security
The current cyber threat landscape increased significantly
during the year, influenced by political turmoil and the
conflict in Ukraine. The Committee spent time reviewing the
Group’s response plan to tighten global cyber security
controls in order to protect the business from these risks.
I am also pleased to report that following the approval
of a three-year cyber security plan last year to improve
the Group’s National Institute of Standards and Technology
(NIST) cyber security benchmarking assessment, Inchcape
reached the proposed 2.2 NIST target, globally and in
all regions.
JOHN LANGSTON
CHAIR OF THE AUDIT COMMITTEE
PRINCIPAL DECISIONS IN 2022
Financial reporting
Fair, balanced, and
understandable
Risk management
Internal controls
Whistleblowing
Internal audit
The Committee’s work focused on checking the appropriate accounting treatment for, and
disclosures of, the issues considered. The Committee carried out its work using information
supplied by management, the external auditor and other advisors as appropriate. The
Committee members bring their experience and knowledge to the deliberations which
results in the collective view being expressed to the Board.
The Committee approved the move away from the columnar format of presentation to
a simple two column approach that presents the income statement on an IFRS basis with
a reconciliation between IFRS and non-GAAP measures of performance shown below
the income statement.
The Committee considered key audit issues, accounting treatment and judgements in
relation to the financial statements. Management was challenged on the assumptions
used and the judgements that have been applied, with assurances given from both
external and internal sources. The Committee assessed whether this Annual Report
and Accounts was fair, balanced and understandable.
The Committee reviewed the principal and emerging risks, assessing the appropriateness
of the risk management framework and carrying out a robust assessment of principal risks.
Emerging risks and the process used to identify them were monitored. The Committee
reviewed the risk profile, any changes to the risks, major whistleblowing reports, and any
mitigating plans implemented by management. Further details of the Group’s approach
to risk management and its Principal Risks is given on pages 59 to 67.
The Committee undertook a deep dive into the Group’s reconciliation processes to ensure
expected controls had been designed and were operating effectively. Where required,
management worked with the GBS team to provide further analysis on transactions to
ensure processes were strengthened across the Group and management aligned to the
control standards.
The new platform to host the InControl Standards was rolled out enabling the ICS entity
hierarchies and structures to be refreshed to fully align with local structures, business types,
systems and locations following completion of recent M&A activities. Markets refreshed
their ICS compliance self-assessment and the Committee monitored compliance rates.
The Committee reviewed the progress of the roll out throughout the year and self-assessed
compliance scores.
The Committee received regular reports from the Group Internal Controls (GIC) on the
process for mapping the Groups IT General Controls (ITGCs) to our new global digital
platforms which commenced in the second half of the year. GIC is working with the Cyber
Security Team to ensure the new ITGC accountability structure rollout also aligns with NIST
standards and requirements adopted by the Group.
The Committee received updates on cases reported during the year, reviewing themes
and trends of reported cases. 127 whistleblowing reports were received from the Speak Up!
hotline, in addition to 175 separate cases being reported to regional HR teams, which shows
that there is awareness of the process. Most cases are originating from Latin America, and
are employee related.
Material cases were reviewed in detail with the Committee monitoring follow-up action
plans and resolution.
The Committee reviewed, approved and monitored:
• the 2022 Internal Audit plan;
• progress against the plan;
• the status of open audit issues; and
• mitigation plans for any internal control failings.
Auditor effectiveness
The Committee reviewed the report from the external auditors, assessing the auditor’s
approach to, and findings in relation to, the audit to assess independence and objectivity.
Materiality, scope and fees for the annual audit plan were agreed. Updates on upcoming
corporate reform and other regulatory topics were regularly received throughout the year.
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Significant issues considered by the Committee during the year
Impairment – see notes 11 to 13 on pages 169 to 176
Impairment reviews are carried out annually in respect of goodwill and indefinite life assets, and if there is an indicator
of impairment, reviews are implemented more frequently. In addition, other intangible assets, 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. This is a judgemental process which requires 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 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, the Audit Committee concluded that
management’s impairment reviews of non-financial assets were appropriate and that a net reversal impairment of £7.2m
relating to property, plant and equipment, and right-of-use assets, in Australia and the UK should be recognised for the
financial year ending 31 December 2022.
Disposal of Russian operations – see note 29 on pages 202 to 203
As a consequence of the Ukraine conflict, the Group agreed to dispose of its operations in Russia to the local
management team. The sale price of c£63m has been deferred over five years and certain rights have been put in place
designed to protect the Group’s ability to receive the deferred consideration. Four key judgements were required in
relation to the accounting and reporting of the disposal relating to: the recognition of the transaction as a disposal;
reporting of the business disposed of as a discontinued operation; the date on which the Russian Group was
deconsolidated; and the amount recognised in relation to the disposal proceeds.
The Committee focused on the following issues:
• whether the Group had control over the operations and the date in which control had passed to the local
management team;
• whether the business was considered to be a discontinued operation; and
• the significant estimation uncertainty in relation to the valuation of the deferred consideration given the ability
to receive funds from Russia.
To determine the amount to be recognised the Committee took into consideration:
• application of discounting to provide present value at the date of disposal;
• the ability of the local management team to meet the payments which is dependent on the future performance
of the Russian Group; and
• the Group’s ability to receive the proceeds due to restrictions in place.
The Committee concluded that the disposal constituted a transfer of control under IFRS10 and the disposal represented
a discontinued operation. The Committee also concluded that the fair value of the deferred consideration to be nil given
the uncertainty.
Adjusting items – see note 2 on pages 155 and 156
In response to guidance issued by the FRC, and following challenge from the external auditor, management undertook
a review of items referred to as exceptional items in the financial statements. The Group has historically presented
separately certain items of profit or loss and other comprehensive income, which it considers relevant to understanding
the Group financial performance, as additional lines to the minimum lines required to be set out in the income statement.
These have been referred to as ‘exceptional items’ and measures of profit before exceptional items are considered to be
key measures of reported performance and disclosed as Alternative Performance Measures (APMs) in the Annual Report
and Accounts.
The Committee reviewed various options in relation to future reporting of items which are excluded from the Group’s APM,
debating the advantages and disadvantages of each consideration. The Committee concluded that it would be
appropriate to amend the description applied to such items and that they be amended. The Committee believes a
description such as ‘adjusting items’ had the ability to provide a broader measure of alternative performance over time,
where items may be excluded across multiple periods in order to provide investors with a more meaningful measure of
the underlying performance of the Group. The Committee also approved the Group’s policy on adjusting items to reflect
the changes in terminology.
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Structure of 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.
Jane Kingston stepped down from the Committee in
May 2022 following the successful appointment of Sarah
Kuijlaars to the Board.
Only members of the Committee are entitled to attend
Committee meetings. Other regular attendees at the
invitation of the Committee include the Chairman, Group
Chief Executive, Chief Financial Officer, Group Financial
Controller, Group Head of Internal Audit, Group General
Counsel, Group Tax Director, and representatives from
the external auditor.
Financial reporting
The Committee reviews with both management and
the external auditor the appropriateness of the half year
and annual financial statements, taking into account:
• The quality and acceptability of accounting policies
and practices;
• Material areas in which significant judgements have
been applied or 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.
The Company’s business model and strategy are set out on
pages 2 to 7, a statement of the Directors’ responsibilities is
set out on pages 121 to 122 which includes the going
concern statement.
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;
• management teams have the correct focus on those
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.
Internal control
The Internal Control framework encompasses controls
relating to financial reporting processes, preparation
of consolidated Group accounts, operational and
compliance controls and risk management processes.
InControl Standards
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.
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.
Monitoring the effectiveness of the risk management
and internal control systems
The Audit Committee considers reports from the Group
Head of Internal Audit at each meeting covering Internal
Audit, Internal Controls and Risk Management functions.
The reports provide:
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• update on the control framework;
• management’s self assessment of controls and risk
management;
• self-assessment compliance scores;
• identified control gaps and status of management
actions;
• assurance from management on the effectiveness
of the risk management and internal control system
and compliance with policies; and
• whistleblowing and other incidents
A report on open ICS actions is provided in addition to
the status of actions arising from the External Auditors
Management Letter which are monitored to closure by
the regional controls teams.
There was a significant increase in self assessed controls
compliance across all regions over the last year with ICS
being implemented for new businesses and functions –
Indonesia, Inchcape Digital and the Digital Delivery
Centres. Over 1,200 control gaps were closed by the
business with the majority of reported outstanding ICS gaps
in newer markets within Europe and the Americas. Overall
ICS compliance scores remain consistent at 88%, with good
progress being made across most regions.
This information enables the Committee to assess the
effectiveness of internal controls on an ongoing 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 ensure
they are aware of the risk management and control
environment. Board members are also able to attend
Committee meetings should they wish and the Audit
Committee Chair 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 2022 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.
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.
Management responded positively creating additional
governance and oversight however a proactive review of
all operational and financial areas by the regional internal
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INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
controls team, recommunication of the code of conduct
and additional deep dives by the compliance officer into
themes arising is required. The Group’s whistleblowing
process aligns with the EU Whistleblowing Directive.
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.
The Audit Committee and a selection of senior employees
carried out an effectiveness review on the internal audit
function in 2022 through an anonymous questionnaire. The
feedback had been broadly positive with no overarching
issues to report. Areas of focus for improvement were
relayed to the Head of Internal Audit and an appropriate
action plan has been agreed to implement these.
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 was the lead audit partner
for this year’s audit and will now rotate after serving five
years. Dave Griffin will become the lead audit partner
for 2023.
The Company confirms that it complied with The Statutory
Audit Services for Large Companies Market Investigation
(Mandatory Use of Competitive Tender Processes and Audit
Committee Responsibilities) Order 2014 for the financial
year under review.
Auditor effectiveness, independence and objectivity
Ensuring that the external audit process 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
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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 receives 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 auditor’s 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 whether 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 monitors its independence and ensures
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 its audit
effectively and that the auditor is independent and
objective.
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 following non-audit fees incurred with
Deloitte were:
Regulatory services
Permitted non-audit services
2022
£’000
5,421
819
2021
£’000
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123
The Group incurred fees of £5.4m relating to the audit
of the historical financial information for the acquisition
of Derco, with the associated public opinion that was
included in the circular to shareholders.
There were total costs of £0.8m in respect of permitted
non-audit services, which included £0.6m in connection
with Derco, namely the provision of a private comfort
package to the Board and sponsors in relation to profit
forecasts. This increased the ratio of permitted non-audit
services to audit fees to 0.23:1 for the Group and 0.59:1 for
the UK for 31 December 2022. Full details are shown in Note
3d of the notes to the financial statements on page 157.
The Group remained within the Audit Committee approved
ratio of audit to non-audit fees throughout 2022.
Audit fees paid to the auditor
Fees paid for services provided by Deloitte (three-year
average) were:
Audit fees
2022
£’000
3,524
2021
£’000
3,365
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CSR COMMITTEE REPORT
ALEX JENSEN
CHAIR
DEAR SHAREHOLDER
I am pleased to present the report of the CSR
Committee for the year ended 31 December
2022. The aim of this report is to provide an
overview of how the Committee has
discharged its responsibilities and should
be read in conjunction with the Responsible
Business Report on pages 37 to 42 and
the TCFD Report on pages 44 to 54.
Driving What Matters plan (Plan)
2022 has been another busy year for the Group as it
continues to embed the Plan which underpins the
Accelerate strategy. The Plan tackles the ESG risks and
opportunities facing the Group and was developed
alongside the Accelerate strategy. It underpins the Group’s
purpose under four pillars: People, Places, Planet, and
Practices. The focus of each strategic pillar creates a
stronger Company, supporting sustainable growth and
performance in the future. Further information on each
pillar is given in the Responsible Business Report.
ESG landscape
The Committee took steps to increase its knowledge of the
ESG landscape during the year with a detailed session from
external advisors, which was also attended by the Audit
Committee and Remuneration Committee chairs. This
included a review of the ESG landscape and where it is
heading, the impact of ESG on key stakeholders, legal
and regulatory trends, an overview of a transition strategy,
and ESG and executive remuneration.
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INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
Membership
Alex Jensen (Chair)
Nayantara Bali
Jerry Buhlmann
Nigel Stein
Duncan Tait
Till Vestring*
Number of
meetings held/
attendance
3/3
3/3
3/3
3/3
3/3
1/2
* Till Vestring left the Board on 19 May 2022. Till missed one CSR Committee
meeting due to illness.
The Committee’s terms of reference can be found at
www.inchcape.com/responsibility/governance.
Planet pillar and the Group’s approach to climate
change
As with most businesses, climate continues to be an
important area of focus and the Group set ambitious
Scope 1 and 2 targets in 2021 of 46% reduction in emissions
by 2030. The Committee reviewed the initiatives being
carried out globally noting that any measures put in place
will take time to show in GHG emissions figures; however,
measuring inputs will give confidence that the right actions
are being taken by the Group.
In addition, a Group-wide project to ascertain total Scope
3 emissions was completed during the year in conjunction
with the Carbon Trust. The project team consisted of
employees from across the Group who provided data
on the Group’s upstream and downstream activities to
ascertain the size of the Group’s overall emissions
landscape. The Board as a whole reviewed the findings
and agreed the following actions:
• reduce those emissions within our direct control as
quickly as possible;
• seize opportunities to partner with OEMs that are able
to offer our customers lower emissions vehicles; and
• support our customers, colleagues and OEM partners
in making the transition to a low carbon future.
People pillar and the Group’s approach to Inclusion
& Diversity (I&D)
I am also pleased to report that good progress has been
made on I&D with programmes and initiatives on Inclusive
Leadership, Women into Leadership and the Employee
Assistance Programme. Further details are given in the
Responsible Business Report.
Health, safety, and the environment (HSE) is also of
paramount importance to the Group and the Committee
reviews management’s progress against agreed HSE
priorities during the year. The Committee also reviewed
the processes in place in the event of a serious incident
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to ensure that HSE culture and practices are cascaded
through the organisation as appropriate and that the
HSE culture and practices are well understood.
Workforce engagement
We have built upon our first employee forum on culture
from 2021 and I was delighted to be able to hold an
in-person employee session in Santiago during the Board’s
overseas board visit.
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. Feedback from the forum
was provided to the Board so they could hear the views
of the Group’s employees.
ALEX JENSEN
CHAIR OF THE CSR COMMITTEE
PRINCIPAL ACTIVITIES IN 2022
Driving What Matters plan
People
Places
Practices
Planet
Workforce engagement
Health, Safety, and
Environment (HSE)
The Committee reviewed the global framework and priorities, and assessed performance
against targets for each of the key pillars: People, Planet, Places and Practices. In addition,
the Committee also considered the global communications plan for 2022 designed to foster
employee engagement on a wide range of key issues via global and regional townhalls,
leadership meetings, colleague events and regular mailings. The Committee reviewed the
initiatives, and achievement of key performance indicators, under each of the Responsible
Business pillars:
• Percentage of employees participating in the Inclusive Leadership Programme.
• Action plans in place to increase colleague experience scores of a positive work
environment, wellbeing and ways of working.
• Percentage of diverse shortlists submitted for senior recruitment.
• Percentage of progression into new roles (sideways or promotion) with 24 months of
completion of Women into Leadership programme.
• Percentage of interns benefitting from Early Careers programme.
• Number of partnerships with local road safety agencies to reduce employee accidents.
• Sponsorship of one programme to advance mobility for those living with disability per
market.
• Engagement with local non-governmental organisations to provide transport for
underprivileged families and communities.
• Percentage of employees completing Code of Conduct training.
• Publication of external policy statements for anti-bribery and corruption, anti-money
laundering and counter terrorist financing, anti-trust, and data privacy.
• Monitor reduction in Scope 1 and Scope 2 emissions.
• Review and assess Scope 3 footprint.
• Assess the climate change risks and opportunities and approve the TCFD disclosures.
Further information on the initiatives rolled out during the year, and the achievement
of targets, can be found in the Responsible Business Report on pages 37 to 42.
An employee engagement session was attended by colleagues from a wide range of roles
within the business, including several employees who joined the Group via the Ditec
acquisition. The session began with an overview of the regional pulse survey results which
showed that career development and support received high scores, whereas pay and skills
scored lower.
A general discussion followed and several key themes emerged including evolution
of strategy, data & digital and diversity. There was a detailed discussion on the Derco
integration plan which will impact many employees in the region during 2023.
Feedback to the Board included:
• improvement in the cascading of important messages from the top down;
• greater clarity of the Group’s digital strategy; and
• keep up the momentum of the I&D initiatives.
In addition, the Remuneration Committee Chair, Jane Kingston held two remuneration-
focused forums for employees including a consultation on the proposed remuneration
policy. Further details can be found on page 97.
The Committee reviews progress against six HSE priorities at each meeting covering:
• HSE risk profile reviews;
• EV safety procedures;
• cultural HSE survey;
• HSE due diligence programme;
• HSE contract management system; and
• mandatory HSE training.
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DIRECTORS’ REPORT ON
REMUNERATION
JANE KINGSTON
CHAIR
DEAR SHAREHOLDER
On behalf of the Board, I am pleased
to present the Directors’ Report on
Remuneration (DRR) for the year ended
31 December 2022. The aim of this report
is to demonstrate how the Committee has
discharged its duties during the year and
I hope you find it informative.
I would like to welcome Alex Jensen who joined the
Committee in May and to thank Till Vestring for his valued
contribution over the years. Alex is also Chair of the CSR
Committee and her knowledge and guidance will be
of particular importance as we begin to consider the
introduction of stretching ESG targets into our reward
structure.
PROPOSED REMUNERATION POLICY (POLICY)
The Committee undertook a review of the current
remuneration policy, and its implementation, to ensure
that it continues to support the business, the Accelerate
strategy, and meets the expectations of shareholders and
other stakeholders. During the review, the Committee
also considered recent developments in market practice,
the applicability of alternative long-term incentive
arrangements, and the range of performance measures
available to Inchcape.
Our current policy has operated broadly unchanged
since 2011. The policy has received strong support from
shareholders over this period, reinforced the evolution
of our Ignite and Accelerate strategies and has delivered
reward outcomes aligned with the performance of the
business and the returns received by shareholders. We
believe that the current policy continues to meet these
objectives; as such we are proposing only minor changes
to the policy and its implementation at this time.
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Membership
Jane Kingston (Chair)
Jerry Buhlmann
Alex Jensen*
Nigel Stein
Till Vestring*
Number of
meetings held/
attendance
Ad hoc
meetings held/
attendance
3/3
3/3
1/1
3/3
2/2
2/2
2/2
2/2
2/2
n/a
*Alex Jensen joined the Committee in May 2022, following
Till Vestring’s retirement from the Board.
The Group Chief Executive Officer, Chief Financial Officer,
Chief HR Officer, Group Reward and Pensions Director, and
the remuneration advisors, Ellason LLP, also attend the
Remuneration Committee meetings as required.
The main components of the policy are base salary, pension
and benefits, annual bonus, Performance Share Plan (PSP),
Co-Investment Plan (CIP), and Save As You Earn (SAYE), and
in-post and post-exit shareholding requirements.
Shareholder consultation
During the course of the remuneration policy review we
consulted with 20 of our largest shareholders, representing
over two-thirds of our issued share capital, as well as proxy
advisors. We met with or received feedback from 13
investors representing c.48% of our issued share capital
as well as the proxy advisors. We also consulted with
employees to explain the remuneration policy and input
their views into this process. Please see page 99 for
further information.
In general, shareholders gave us positive feedback that
our remuneration policy is fit for purpose and pay is well
aligned with performance. Reviewing the overall
remuneration structure, including the continued use of
both PSP and CIP; the Committee continues to believe
it supports the Accelerate strategy, encouraging senior
leaders to buy the Group’s shares, demonstrating their
long-term confidence (nearly two thirds of variable pay
opportunity is based on long-term performance). The
aggregate long-term opportunity (CIP and PSP) of 280% is
within market range for comparable-sized companies and
is supported by the setting of stretching targets which have
demonstrated a good track record of aligning pay with
performance.
We were also able to take feedback on our evolving
approach to ESG metrics in our incentive framework,
together with an emerging nuance to pensions alignment
both of which are detailed in this report.
I would like to thank all our shareholders who responded
for their constructive advice and suggestions, and support
for the Group and its management.
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Alignment of pension rates
Since the policy was last approved in 2020, the UK pension
offering has been simplified and is now a standardised
defined contribution plan (from a mix of defined benefit
and defined contribution arrangements). As such, the
contribution rate for UK employees is now estimated to
be approx. 7% – 7.5% of salary. Our Group Chief Executive
(CEO) receives a cash allowance in lieu of pension of
10% of salary. This was set on appointment in 2020 and
was in line with the blended rate applicable to other UK
employees at the time.
As part of the policy review we explained the position
above to our shareholders and asked for their feedback.
Those shareholders we spoke to appreciated our situation,
and our desire not to reduce the CEO’s contribution rate
before the UK average has been determined. However,
they indicated that they would like a plan to achieve
alignment over time. Consequently, the Committee agreed
that under the new remuneration policy, new Executive
Directors will be offered a maximum pension contribution
rate of 7% of salary. Our incumbent CEO, Duncan Tait
volunteered to freeze his allowance at the current £ value
as an interim step, and bring the pension contribution rate
down to 7% of salary after 31 December 2023.
Reflecting our ESG priorities in our incentive framework
Our current remuneration policy provides flexibility (within
certain bounds) around the choice of performance
measures to be used for our incentive arrangements. In
flight PSP/CIP awards are currently based 40% on ROCE;
40% on cumulative EPS and 20% on cash conversion.
A core part of our Accelerate strategy is our Responsible
Business framework; “Driving What Matters”, which focuses
on four key pillars of Planet, People, Places and Practices.
Under the Planet pillar we set science-based targets to
reduce Scope 1 and 2 emissions last year, and this year
we have been embedding these targets within the
business. Accountability for delivering on this is currently
reflected in the strategic objective element of the annual
bonus. See page 110.
As part of its review of ESG metrics, the Committee
considered whether carbon reduction targets should be
introduced into the PSP and CIP in 2023, given the Group’s
focus on reducing its Scope 1 and 2 emissions, and we
spoke with shareholders about this during the policy review.
Whilst shareholders were broadly supportive of carbon
reduction metrics, they cautioned the need to ensure
that any targets set are stretching, robust and reliable.
Reflecting on this feedback, and mindful that our
approach and ambition on carbon reduction is likely to
evolve further, we have decided to keep the carbon
reduction target within the annual bonus for 2023. This will
enable us to set robust carbon reduction targets at a later
date based on the latest available data, to continue to
drive performance improvements in this area, which we
see as a key area of value for the business and a
differentiator in our proposition to the OEMs. However,
as with the current policy, we will retain flexibility to allow
us to use ESG metrics for future PSP and CIP cycles.
ENGAGEMENT WITH THE WORKFORCE
In 2022, I chaired an employee forum focusing on
Executive and employee reward at Inchcape. The APAC
forum consisted of a range of employees from the business
and focused on the reward principles, incentive schemes
measures, reward structures for Executive Directors,
senior leaders, management, and employees, and
why these differ.
Alongside shareholder consultation, I also consulted on
the proposed remuneration policy with colleagues from
across the Group, as many features of the short and long
term arrangements for Executive Directors flow down the
organisation. Our colleagues gave us helpful feedback
particularly on the implementation of our long term
incentives, including the need for improved communications
on progress vs three year PSP targets, and expressed interest
in the development of a relevant carbon metric (and
whether this should be relative to the market/competitors
or absolute), and in our shareholders views on the
proposed policy.
WIDER WORKFORCE REMUNERATION
The Group continues to strengthen its processes to provide
internal governance and support to our businesses to
ensure a fair and consistent approach to pay and rewards.
The Committee received regular updates and is pleased
to support management on the approach being taken to
workforce reward in a challenging economic environment.
We operate in many countries where inflation has been
high during 2022 and careful consideration has been given
to inflationary forecasts and local market conditions when
conducting the annual salary review process. In addition,
the UK recognised that the current inflationary environment
has had a greater impact on certain colleagues so a
one-off payment of £300 was paid in August 2022 to all
UK colleagues below a certain band or with a salary
below £50,000.
BUSINESS PERFORMANCE AND REMUNERATION
OUTCOMES FOR 2022
As detailed in the Strategic Report and Operating and
Financial Review on pages 2 to 34, The Group delivered
revenue of £8.1bn, adjusted profit before tax of £373m,
EPS of 72p (basic adjusted), and adjusted ROCE of 41%.
M&A adjustments to performance targets
Following the disposal of the Russian business and the
acquisition of Derco in 2022, performance targets were
adjusted for the 2022 bonus and 2020 PSP/CIP as well as the
2021 and 2022 PSP/CIP. This is consistent with the approach
the Committee has used previously for M&A activity. The
adjusted targets can be found on pages 111 to 112.
2022 bonus
The 2022 bonus was based on a matrix of PBT and revenue,
with outcomes exceeding the stretch targets resulting in a
payout 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. As a result, Duncan Tait received a bonus
of 150% of salary. Please see pages 109 and 110 for
further details.
2020 PSP/CIP
Due to the volatility in the share price in early 2020, the
Committee reviewed the number of shares to be awarded
at the time of grant to ensure it would not result in a
considerably higher number of shares being granted
compared to the previous year (which would potentially
result in windfall gains on vesting). To mitigate this, a 10%
reduction was applied to the number of shares granted
to Executive Directors, Group Executive Team (GET), and
other senior managers to ensure that the awards better
reflected the shareholder experience.
The Committee also considered whether the outcome
at vesting was appropriate in the context of underlying
business performance, including the amount attributable
to share price appreciation over the period. The
Committee concluded that share price performance has
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
97
REMUNERATION
AT A GLANCE
SUMMARY OF GROUP FINANCIAL
PERFORMANCE IN 2022
£8.1bn
Revenue
41%
Adjusted ROCE
£373m
72p
Adjusted Profit Before Tax
EPS (basic adjusted)
PAY SCENARIOS AND OUT-TURN
FOR 2022
CEO total remuneration (£’000s)
£5,628
62%
£4,470
52%
£4,087
£2,113
27%
29%
28%
22%
£914
100%
43%
20%
16%
Minimum
On-target
Maximum
Maximum
+ 50% share
price increase
2022
actual pay
out-turn
Fixed remuneration
Annual bonus
Long-term incentives (CIP and PSP)
2022 actual pay out-turn
CORPORATE GOVERNANCE REPORT
CONTINUED
been supported by strong absolute and relative
financial performance and is satisfied that given
the upfront reduction to the number of shares at
the time of grant, the Executive Directors will not
benefit from windfall gains on vesting.
The 2020 awards will vest based on EPS, ROCE
and cash performance over the three years
ending 31 December 2022. The three-year
cumulative EPS (40% of award) was 150p, the
three year average ROCE (40% of award) was
26% and the three year average cash
conversion (20% of award) was 97%, resulting
in the 2020 LTIPs vesting at 60% of maximum.
2023 salary increases
The Committee reviewed the CEO’s salary in
early 2023 and approved an increase of 5%,
consistent with that approved for other
members of the senior leadership team
and below the 6% increase offered to the
UK workforce. The Chairman and the non-
executive directors received a fee increase
of 4% per annum.
DEPARTURE OF CHIEF FINANCIAL OFFICER
Gijsbert de Zoeten resigned from the Group
in November 2022. He will not receive a bonus
for 2022 and all long-term incentive awards
granted to him will lapse in accordance with
the plan rules. The Chief Financial Officer role
is currently being filled on an interim basis by
a member of our Group Executive Team who
is not a main Board Director. Further details
are given on page 116.
OVERALL REMUNERATION
The Committee is satisfied that the total
remuneration received by the Executive
Directors in 2022 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.
LOOKING FORWARD
The Committee is committed to ensuring
remuneration arrangements continue to
support the Accelerate strategy, and align
pay with performance and the interests of
stakeholders. Our priorities in 2023 will be to:
• further evolve ESG priorities in the incentive
framework;
• implement CEO pension alignment;
• agree new CFO remuneration package; and
• support as necessary the successful
integration of Derco into the Group.
We hope to have your support at the
upcoming AGM.
JANE KINGSTON
CHAIR OF THE REMUNERATION COMMITTEE
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2022 BONUS
Revenue*
Adjusted PBT*
Threshold
£6.7b
Stretch
£7.7b
Target
£7.1b
Actual
£8.0b
Threshold
£246m
Stretch
£301m
Target
£274m
Actual
£362.7m
* Targets and performance shown at constant currency rates during the year
REMUNERATION POLICY SNAPSHOT
Base salary
– attract, retain and motivate talent
PSP
– provide reward for long-term success
Bonus
– reward achievement of strategic goals
CIP
– reinforce long-term success and
Pension
– to help plan for the future
facilitate share ownership
SAYE
– encourage share ownership
In-post shareholding
– align executive and shareholder
Post-exit shareholding
– reinforce long-term alignment of
experience
executive and shareholder experience
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SHAREHOLDER CONSULTATION
The views of our shareholders are very important to
us and feedback and guidance are key inputs in
formulating the remuneration policy.
At the start of the policy review process interviews were
held with Board members and senior executives to get
their views on the current structure. This feedback was
reported to the Committee who formulated the revised
remuneration policy. A summary of the policy changes
was sent to our largest shareholders who were invited
to meet with the Chair of the Remuneration Committee
to give their views.
Responses were received from investors who were
generally supportive of the proposed policy and
meetings were held with several shareholders to
discuss their views.
Outcomes from investor feedback included:
• comfort with both the PSP and CIP as it was felt that
they align with strategy and appropriately reward
Executive Directors for performance;
• acknowledgement of the pension misalignment
which has arisen since pensions were aligned at the
last policy review, with a preference that a clear plan
to align with the workforce be put in place; and
• caution recommended when setting carbon reduction
targets to ensure they are robust, meaningful and
appropriately stretching.
These comments were considered by the Committee
and incorporated into the final remuneration policy
as described in this report.
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
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CORPORATE GOVERNANCE REPORT
CONTINUED
PART 1 —
DIRECTORS’
REMUNERATION POLICY
This section of the report sets out the remuneration policy that the Committee will put to
shareholders for approval at the Annual General Meeting to be held on 18 May 2023 and,
if approved, will be effective from that date.
The policy is fundamentally the same as the existing policy approved by shareholders at the 2020 AGM, with only minor
changes to the wording used to describe the policy to provide greater clarity around its implementation. This includes
the revised approach on executive pensions and clarity on the approach to benefit provision. In considering the shape
of the policy, the Committee considered how remuneration can best be structured to reinforce the Company’s short-
and long-term goals, consulted major shareholders and took into account developments in market practices and investor
guidance since the last policy was adopted in 2020.
Alignment of the remuneration policy
This Committee has considered the remuneration policy in the context of provision 40 of the UK Corporate Governance
Code. See page 75 for further details.
• Clarity – The Committee regularly engages with shareholders, Executives, governance advisors and employees,
to explain the approach to remuneration
• Simplicity – The objective of the remuneration elements, and link to strategy, are laid out in the table below
• Risk – There is a mix of fixed and variable pay, and long and short term measures to mitigate risk. Incentive awards
are also subject to malus and clawback provisions.
• Predictability – The vesting of bonus and long-term incentives is based on targets linked to the business strategy.
The possible pay outcomes under various scenarios are given on page 104.
• Proportionality – The Committee assesses performance at the end of each period taking into account internal
and external context to ensure payouts are appropriate and to help avoid payment for poor performance
• Alignment to culture – There is an appropriate mix of financial and non-financial measures to reinforce the
Company’s purpose and values.
Remuneration policy for Executive Directors
Operation and performance metrics
Opportunity
Element
Base Salary
Annual Bonus
Objective and
link to strategy
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.
To motivate and
reward for the
achievement of
the Company’s
strategic annual
objectives.
Salaries are normally reviewed annually and any increases typically
take effect from 1 April of each year.
Adjustments to salary will take account of:
• increases awarded across the Group as a whole, and conditions
elsewhere in the Group;
• experience and performance of the individual;
• pay levels at organisations of a similar size, complexity and type; and
• changes in responsibilities or scope of the role.
Based at least 70% on annual financial performance. Financial
measures may include (but are not limited to) revenue and profit. Non-
financial measures may include strategic measures directly linked to
the Company’s priorities.
Any annual bonus earned above 100% of salary is paid in shares which
are automatically invested in the CIP.
Bonus payouts are subject to malus and clawback provisions.
Performance
Share Plan (PSP)
To provide a
meaningful
reward to senior
executives linked
to the long-term
success of the
business.
PSP awards normally vest after three years subject to meeting
performance measures linked to the Group’s strategic priorities, which
may vary year on year and continued employment.
Vested awards will be subject to an additional two-year holding period.
Any dividends paid would accrue over the vesting period and would
be paid only on those shares that vest. Dividends can be paid in cash
or shares. Current practice is for dividends to be paid as shares.
PSP awards are subject to malus and clawback provisions.
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INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
There is no prescribed
maximum salary level or
salary increase. Salary
increases are not expected
to exceed the average
increase for colleagues in
the country in which the
Executive is based, unless:
• a change in scope or
complexity of role applies
• or in other exceptional
circumstances.
150% of salary maximum
payable for achieving
stretch performance against
all measures.
50% of maximum payable
for target performance.
10% of maximum payable
for entry level performance.
Normal PSP opportunities
will be 180% of salary.
Award levels are subject
to a maximum individual limit
of 300% of salary.
Threshold level performance
will result in 25% vesting of
the PSP award.
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Element
Co-investment
Plan (CIP)
Objective and
link to strategy
To encourage
Executive share
ownership and
reinforce long-
term success.
Save As You Earn
(SAYE)
To encourage
share ownership.
Pension
Other benefits
To provide
market
competitive
pension benefits
where it is cost-
effective and
tax-efficient to
do so.
To provide
market
competitive
benefits where it
is cost-effective
and tax-efficient
to do so.
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.
Operation and performance metrics
Opportunity
Any bonus earned over 100% of salary will be paid in shares which will
be automatically invested in the CIP. These shares can be withdrawn
before the end of the three-year holding period only in very limited
circumstances at the discretion of the Remuneration Committee.
Further voluntary investments may be made up to the investment limit.
Matching shares are granted for each invested share whether
automatic or voluntary, voluntary investment shares can be withdrawn
at any time but the entitlement to a match would be lost if the invested
shares are withdrawn before the end of the relevant three-year vesting
period.
CIP awards normally vest after three years subject to meeting
performance measures linked to the Group’s strategic priorities,
which may vary year on year, and continued employment.
For awards granted to the Executive Directors, vested awards will be
subject to an additional two-year holding period.
Any dividends paid would accrue over the vesting period and would
be paid only on those shares that vest. Dividends can be paid in
cash or shares. Current practice is for dividends to be paid as shares.
CIP awards granted are subject to malus and clawback provisions.
UK employees are able to make monthly savings, in accordance
with the terms of the HMRC approved plan. At the end of the savings
period, the funds are used to purchase shares under option. As this is
an all-employee scheme and Executive Directors participate on the
same terms as other employees, the acquisition of shares is not subject
to the satisfaction of a performance target.
Executive Directors are eligible to receive employer contributions to
the Company’s pension plan (which is a defined contribution plan)
or allowance in lieu of pension benefits.
The policy is for the Executive Directors’ pensions on appointment
to be aligned with that of the workforce.
Benefits currently include (but are not limited to):
• company cars;
• medical care; and
• life assurance premiums.
Executive Directors may become eligible for other benefits in the
future where the Committee deems it appropriate. Where additional
benefits are introduced for the wider workforce the Executive Director
may participate on broadly similar terms.
Executive Directors may be reimbursed for all reasonable expenses
and the Company may settle any tax incurred in relation to these.
Where an Executive Director is required to relocate to perform their
role, they may be provided with reasonable benefits as determined
by the Committee in connection with this relocation.
Executive Directors are required to accumulate shares equivalent
to a shareholding worth 200% of base salary. This is expected to be
normally achieved within five years from the date of appointment.
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.
The post exit holding requirement applies to share-based incentive
awards granted to the Executive Directors (shares purchased through
own funds are excluded).
Enforcement is facilitated through the vesting of share-based
incentive awards into nominee accounts.
Executive Directors may
invest up to an overall
maximum of 50% of salary.
Maximum match of 2:1,
threshold of 0.5:1.
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.
Executive Directors are
entitled to an employer
contribution or allowance
aligned to the rate
applicable to employees
in the country in which they
are based. For UK based
Executive Directors, this is
currently 7% of salary.
The incumbent CEO’s
pension will be capped at
£82,748, until 31 December
2023 after which his rate will
be 7% of salary.
There is no formal
maximum prescribed value
for benefits. It is anticipated
that the cost of benefits
will not normally exceed
5% of salary.
However, the Committee
retains the discretion to
approve a higher cost in
exceptional circumstances
(e.g. relocation)
n/a
n/a
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
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CONTINUED
Notes to the policy
Payments from existing awards
Executive Directors are eligible to receive payment from any award made prior to appointment to the Board or the
approval and implementation of the remuneration policy detailed in this report.
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 financial objectives. A mix of strategic measures will continue to
be selected each year to reinforce the Group’s strategic objectives.
The Committee believes that EPS 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 control
of 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.
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 be achievable only for truly outstanding performance. Please see pages 111 to 112
for further details on the target ranges.
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. Furthermore, TSR is considered too sensitive to external market factors when measured over only
a three-year performance period, which would reduce its efficacy as an LTIP measure; the use of internal financial and
non-financial metrics is preferred, given their more direct reinforcement of Inchcape’s strategy and culture. However,
flexibility is provided in the policy to enable the Committee to review annually the performance metrics used for the annual
bonus and PSP/CIP to ensure they remain fit for purpose and continue to support the strategy and meet the expectations
of shareholders. Different performance measures may apply for future award cycles
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.
Committee discretions
The Committee operates the Group’s various incentive plans in accordance with the relevant plan rules, the Listing Rules
and applicable legislation where relevant. To ensure effective operation of the plans, the Committee retains a number
of discretions which are consistent with standard market practice, and include (but are not limited to) the following:
• selecting the participants in the incentive plans;
• determining the timing of grant of incentives;
• determining the size of grants and/or payments of incentives (within the limits set out in the Policy and rules of each plan);
• selecting performance measures and their weightings, and setting of targets for the discretionary incentive plans from
year to year;
• determining the extent of incentive vesting based on the assessment of performance;
• overriding formulaic annual bonus outcomes, and PSP/CIP vesting outcomes, taking account of overall or underlying
Company performance;
• determining the ‘good leaver’ status for leavers and where relevant, the extent of vesting in the case of share-based
plans and the application of any post-vesting holding period;
• determining whether malus and clawback shall be applied to any award in the relevant circumstances and, if so,
the extent to which they shall be applied;
• determining the treatment of incentives in exceptional circumstances such as a change of control, in which the
Committee would act in the best interests of the Group and its shareholders;
• making appropriate adjustments required in certain circumstances (e.g. rights issues, corporate restructuring events,
variation of capital and special dividends); and
• application and enforcement of the in-post and post-exit shareholding guidelines.
The Committee also has the discretion to adjust the performance conditions 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 would be fully explained to shareholders in the relevant Annual Report on
Remuneration. If the discretion is material and upwards, the Committee would consult with major shareholders in advance.
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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.
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. Explicit in-post and post-employment shareholding guidelines apply to
Executive Directors only, although share ownership is encouraged at lower levels.
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 currently to be 7% to 7.5% of salary. At the time of appointment of the current CEO the workforce pension was
assessed to be 10% of salary. As set out on page 101, future executive appointments to the Board will be provided with a
pension allowance in line with the workforce rate and transitional arrangements are in place to align the CEO to the current
rate available UK employees after 31 December 2023.
Remuneration policy for Non-Executive Directors
Objective and link to
strategy
To provide fair
remuneration, reflecting
the time commitment
and responsibilities of
the role.
Operation and performance metrics
Opportunity
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.
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.
Non-Executive Directors may be reimbursed for all reasonable
business-related expenses and the Company may settle any
tax incurred in relation to these.
Fee levels are normally reviewed annually, with any
adjustments typically effective from 1 April each year.
Additional fees are payable for acting as Senior Independent
Director and as Chair of any of the Board’s Committees
(excluding the Nomination Committee), or similar, or where a
material additional time commitment is required.
The Chairman’s fee is determined by the Remuneration
Committee and the fees for other Non-Executive Directors are
determined by the Chairman and the Executive Directors.
Non-Executive Directors may elect to receive up to 20% of their
net fees as Company shares.
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).
Nayantara Bali
Jerry Buhlmann
Alex Jensen
Jane Kingston
Sarah Kuijlaars
John Langston
Nigel Stein
27 May 2021
1 March 2017
29 January 2020
25 July 2018
21 January 2022
1 August 2013
8 October 2015
One month
One month
One month
One month
One month
One month
Six months
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, and a consultation on the revised remuneration policy during 2022. Further details are given on page 97.
The remuneration policy is published in the Annual Report and Accounts and is available to all employees to review.
The Remuneration Committee is available to answer any questions employees may have about the policy or to provide
clarification on any remuneration matters via the employee forum, HR team or Company Secretary. Elements of the
policy such as bonus and long-term incentive plans are cascaded as appropriate through the organisation.
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
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CONTINUED
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. During 2022, the Company carried out a shareholder consultation in respect of the revised
remuneration policy. Further information is given on page 99.
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 chart below shows the remuneration that the CEO 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. The CFO resigned in November 2022, and the recruitment process for a new executive is underway. Therefore
performance scenarios for this role are not given.
Duncan Tait – Group Chief Executive
Total remuneration (£’000s)
£5,908
62%
22%
16%
Maximum
with share
price growth
£4,692
52%
28%
20%
£956
100%
£2,216
27%
29%
43%
Minimum
On-target
Maximum
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 2023
• Benefits– as provided in the single figure table on page 108
• Pension– £82,748 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
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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 receive employer contributions
to the Company’s pension plan (which is a defined contribution
plan) or a cash allowance in lieu of pension benefits; contribution
rates (as a % of salary) to be aligned to those available at the time
of appointment to the majority of colleagues in the country in
which the Executive Director is based.
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. In the year of
appointment, the Committee retains the discretion to set different
performance measures, taking into account the responsibilities of
the individual, and the point in the financial year that they joined
the Company.
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.
up to 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
intended not to
exceed 400% of
salary
The Committee will consider on a case by case basis if all or some
of the variable remuneration forfeited on leaving a previous
employer will be ‘bought out’.
If the Committee decides to provide a ‘buyout’, the award will be
structured on a comparable basis, taking into account the method
of payment, any performance conditions attached, time to vesting
and, if applicable, the share price at the time of buyout.
The Committee retains the discretion to make use of the relevant
Listing Rule to facilitate the use of a share-based award.
n/a
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 103. 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.
However, the Company retains discretion to make other reasonable payments. For example, to settle reasonable 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), to provide outplacement services or,
in the case of departure due to ill health, to extend medical benefits for a period post employment.
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.
The table on page 106 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.
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
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CORPORATE GOVERNANCE REPORT
CONTINUED
Component
Circumstance
Treatment
Annual bonus
Resignation.
Bonus will lapse.
The bonus will only be paid to the extent the targets set at the
beginning of the year have been achieved.
Unless the Committee determines otherwise, any bonus payment
will be pro-rated for time served during the year.
At the discretion of the Committee, payments may be made in
cash only with no deferral.
The bonus will be paid only 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.
Payment will usually be made in cash only with no deferral.
Unvested awards will lapse on date of leaving or such earlier
date as the Committee may determine following the giving of
notice. Any vested awards can be exercised.
Any unvested awards will be assessed for performance, and
unless the Committee determines otherwise, time pro-rated.
Death, ill-health,
redundancy, sale
of the employer
or business out of
the group or any
other reason which
the Committee
may, in its absolute
discretion permit (e.g.
retirement).
Change of control.
PSP and CIP
Resignation.
Death, ill-health,
redundancy, sale
of the employer
or business out of
the group or any
other reason which
the Committee
may, in its absolute
discretion permit (e.g.
retirement).
Payment/vesting date
(if relevant)
Not applicable.
At the normal time
unless the Committee
determines otherwise.
At the normal time
unless the Committee
determines otherwise.
Not applicable.
At the normal release
date (save where
the Committee has
discretion to determine
otherwise or the rules
provide otherwise). The
two-year holding period
will remain in force,
unless the Committee in
its absolute discretion,
determines otherwise.
Change of control.
Any unvested awards will be assessed for performance, and
unless the Committee determines otherwise, time pro-rated.
At the time of change
of control.
In relation to the Save As You Earn (SAYE) plan, as a UK tax-advantaged plan, where an Executive Director leaves or a
change of control occurs, the treatment of any outstanding options will be in line with the plan rules and HMRC guidance.
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
Date of contract
1 June 2020
Notice period
12 months
Unexpired term
To retirement
The Company may at its discretion, and in certain circumstances, pay a sum equal to the outstanding notice period.
Service contracts are available to view at the Company’s registered office.
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INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
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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 2022 and how it will be implemented
in the financial year to 31 December 2023.
PRINCIPAL DECISIONS MADE BY THE COMMITTEE
Proposed
remuneration policy
Long-term
incentive targets
M&A adjustments
2022 bonus
2023 salary review
GET Remuneration
Pension
The Committee agreed the new remuneration policy to be put to shareholders at the 2023
AGM taking into account the views of shareholders, governance advisors, senior executives
and employees. The Committee gave careful consideration to the continued use of the
CIP, agreeing to retain the plan alongside the PSP as it believes the plans are well
understood in the business. The aggregate award opportunity is unchanged, is within
market range and is supported by stretching performance targets, and the purchase of
shares by executives under the CIP demonstrates confidence in our long-term strategy and
aligns their interests with those of shareholders.
The Committee considered the performance targets of the PSP and CIP, agreeing the
same targets should be used for both the PSP and CIP as this aligns participants around
the core strategic objectives, ensures consistent behaviours and avoids unnecessary
complexity. During the year, the Committee:
• agreed the performance targets for the 2022 PSP/CIP;
• assessed and approved the achievement of performance targets for the 2020 PSP/CIP;
taking into account whether there were any windfall gains;
• monitored the targets for the in-flight PSP/CIP; and
• agreed the performance targets for the 2023 PSP/CIP.
Please see pages 111 to 112 for details.
Following the disposal of the Russian business and the acquisition of Derco in 2022,
performance targets were adjusted for the 2022 bonus, 2020 PSP/CIP as well as the 2021
and 2022 PSP/CIP. This is consistent with the approach the Committee has used previously
for M&A activity. The adjusted targets can be found on pages 111 to 112.
The Committee approved the achievement of the performance targets for the 2022 bonus
plan not only against the formulaic outcome but taking into account the wider business
context. Please see pages 109 to 110 for details of the performance achieved in 2022 and
the resulting bonus outcomes.
The Committee took into consideration inflationary forecasts and local market conditions
when assessing the annual salary review process, noting that the current inflationary
environment has more impact on lower paid employees. After assessing the relative
impacts carefully, and taking into account the additional payment being given to
UK employees, the Committee agreed a 5% increase for the CEO, with the average
UK increase being 6%, in addition to a one-off cost of living payment.
The Committee reviewed, and approved, the remuneration packages for members of the
GET taking into account pay for employees across the Group and in the relevant regional
markets, and benchmarking carried out by its remuneration advisors.
Following a review of the UK pension offering, the Committee assessed the pension
contributions for Executive Directors. Please see page 97 for further details of alignment
of pension rates.
Wider workforce
remuneration
The Committee considered the reward landscape for the wider workforce including total
bonus outcomes, the achievement of regional financial targets, and the distribution of
performance outcomes for personal objectives.
Chairman’s fees
The Committee approved a 4% fee increase for the Chairman.
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
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CORPORATE GOVERNANCE REPORT
CONTINUED
Single total figure of remuneration (audited)
The table below sets out the total remuneration received by the Directors for the year ended 31 December 2022:
Base salary/
fees(a)
£’000
Taxable
benefits(b)
£’000
Single-year
variable(c) £’000
Multiple-year
variable(d)
£’000
Pension(e)
£’000
Total
£’000
Total Fixed(a+b+e)
£’000
Total
variable(c+d)
£’000
Name
2022
2021 2022
2021
2022
2021 2022
2021 2022
2021
2022
2021 2022
2021
2022
2021
Current Executive Directors
Duncan Tait
820
795
Current Non-Executive Directors*
Nigel Stein
343
333
Nayantara Bali
Jerry Buhlmann
Alex Jensen
Jane Kingston
Sarah Kuijlaars
John Langston
65
85
79
82
62
82
38
83
75
78
–
78
Former Directors**
Gijsbert de
Zoeten
Till Vestring
487
25
514
63
Total
2,130 2,057
4
4
–
–
–
–
–
–
4
3
–
–
–
–
–
–
21
–
29
21
–
28
1,241
1,176
1,940
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
778
–
–
–
–
–
–
–
–
–
–
1,241 1,954
1,940
* Sarah Kuijlaars joined in January 2022.
** Till Vestring left in May 2022 and Gijsbert de Zoeten resigned in November 2022.
–
–
–
–
–
–
–
–
–
–
–
82
79
4,087 2,054
906
878
3,181
1,176
–
–
–
–
–
–
–
–
–
–
–
–
–
–
347
336
347
336
65
85
79
82
62
82
38
83
75
78
–
78
65
85
79
82
62
82
38
83
75
78
–
78
49
–
51
–
557 1,364
557
25
63
25
586
63
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
778
–
131
130
5,471 4,169 2,290 2,215
3,181 1,954
a. Base salary/fees.
b. Taxable benefits comprise car allowance, medical cover and mileage allowance.
c. Payment for performance under the annual bonus, including amounts paid in shares.
d. The 2022 figure for the CEO includes the 2020 PSP and CIP which will vest in June 2023 based on performance over a three-year period from 1 January 2020
to 31 December 2022. These awards are subject to an additional two-year holding period and therefore will be released in 2025. The figures have been valued
using the three-month average share price from 1 October 2022 to 31 December 2022 of 789p. Actual performance against targets is given on page 111.
The value includes a movement of £665,321, which was due to an increase in share price over the period, and £88,712 in respect of dividend shares accrued
over the performance period. The figure will be revised in next year’s DRR to reflect the share price on the date of vesting.
e. Duncan Tait and Gijsbert de Zoeten received a pension allowance of 10% of salary. See page 112 for further details.
The Committee is mindful that the CEO’s single figure emoluments for FY22 is high relative to the prior two years, but this
reflects the first vesting under the PSP and CIP since his appointment three years ago, combined with strong underlying
performance warranting a maximum bonus payout.
Base salary
Salaries are reviewed annually and typically take effect from 1 April each year. The quantum of total Executive
remuneration was reviewed against relevant size and sector peers. In considering the level of increase to be awarded,
the Committee also took into account the remuneration arrangements for the wider workforce and, in particular, the salary
increases for other UK employees. Given the current inflationary environment and the increased variable opportunity
available to the senior executives, the Committee felt that it was appropriate to award a lower level of increase to the
Chief Executive Officer for 2023 than the average UK workforce rate.
The salaries for 2021, 2022 and 2023 are set out below:
Name
Duncan Tait
UK average workforce increase
Chairman and Non-Executive Directors’ fees
Role
Chairman
Senior Independent Director
Non-Executive Director
01-Apr-21
(or date of
appointment
if later)
01-Apr-22
01-Apr-23
£799,500
£827,483
£868,900
–
–
–
% increase
in 2023
5%
6%
01-Apr-21
01-Apr-22
01-Apr-23
% increase
£334,560
£346,270
£360,120
£83,025
£63,550
£85,930
£65,774
£89,367
£68,405
4%
4%
4%
The Chairman and the Non-Executive Directors received a fee increase of 4% per annum. When considering the fee
increase, benchmarking and the current inflationary environment were taken into account. There is no change to the
additional fees for chairing a committee, which are £17,000 for the Chair of the Audit and Remuneration Committees
and £14,000 for the Chair of the CSR Committee.
108
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
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.
2022 bonus
For 2022, 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. Any bonus earned above 100% of salary is deferred
and invested into the CIP.
Financials (80% of total bonus)
Revenue and profit before tax are structured as a matrix such that failure to deliver threshold in either metric leads to
no bonus being achievable in the other.
• 10% of maximum for this element is payable for threshold performance.
• 50% of maximum is payable where both metrics achieve target performance.
• To achieve the maximum award, stretch performance would be required against both metrics.
• Intervening points are calculated using the matrix anchor points shown below.
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Revenue
Stretch
£7.7bn
Target
£7.1bn
Threshold
£6.7bn
20%
13%
10%
60%
50%
30%
100%
80%
60%
£246m
£274m
£301m
Threshold
Target
Stretch
Profit before tax
Achievement of financial targets (80% of total bonus or 120% of salary)
In 2022, revenue performance was £8bn and adjusted profit before tax was £362.7m. Actual performance for determining
bonus outcomes has been calculated using constant currency rates during the year, the same that are used to set the
bonus targets. This approach helps ensure that the bonus is linked to underlying financial performance.
Measure
Revenue
Adjusted profit before tax
Threshold
£6.7bn
£246m
Targets
Target
£7.1bn
£274m
Stretch
performance
Actual
Matrix outcome
% of maximum
Matrix outcome
% of total bonus
£7.7bn
£301m
£8.0bn
£362.7m
100%
80%
Adjustments made during the year
The revenue and profit before tax targets for 2022 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. Following the disposal
of the Russian business in 2022, which affected both revenue and PBT, the performance targets were adjusted to remove
the contribution from the Russian operations to allow like for like comparison. This is consistent with the approach the
Committee has used previously for M&A activity.
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
109
CORPORATE GOVERNANCE REPORT
CONTINUED
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 2022
bonus and the resulting outcomes, which have been independently verified by the Head of Internal Audit.
Duncan Tait
Strategic
objective and
% weighting of
bonus
Digital Leadership
10%
Objective details
Outcome
Successfully deploy
Digital Dealer software to
50 independent dealers
across three OEMs
Develop and deploy DXP
direct to one market.
Build Vehicle
Lifecycle strategy
5%
Open 15 new bravoauto
stores in five markets
Bring Planet
commitments
to life
5%
Scope 1 and 2 reduced by
at least 9,000 tonnes
Outcome % of
salary
15%
7.5%
7.5%
Digital Dealer Software was deployed to 56 Independent
dealers in 2022. Six OEMs were covered.
The Digital Direct (DXP) Solution was deployed to one
major market in December 2022. Test scripts were
validated and aligned to the intended solution.
22 bravoauto stores were opened in 2022 taking the
cumulative total to 30 stores as of 31 December 2022.
Of the 22 stores – five were opened in H1 and 17 in H2.
The stores were opened in eight markets – Australia,
Belgium, Colombia, Estonia, Poland, Romania, Thailand,
and the UK.
A formal GHG Climate Reporting Process and
Methodology is used to calculate annual carbon
savings based on an agreed model including various
data sources including emissions, energy, natural gas,
company vehicles, purchased electricity and travel
indicators. The data confirmed the Group’s 2022 carbon
saving ambition had been met with a 9,800-tonne
adjusted outturn.
Agree plan for Scope 3
with Board
The Group Scope 3 footprint was calculated during the
year and the findings used by the Board to develop its
approach to setting Scope 3 reduction targets.
Overall 2022 bonus outcome
The Committee concluded that the overall bonus outcome was reflective of the Company’s strong financial and
operational performance and therefore did not make any discretionary adjustments. As a result the Committee approved
the overall 2022 bonus as follows:
Duncan Tait
Financial
targets
outcome (% of
salary)
Strategic
targets
outcome (% of
salary)
Total
outcome (% of
salary)
Total
bonus
£
120%
30%
150%
£1,241,224
Any bonus earned above 100% of salary is deferred and invested into the CIP, and as a result one third of the total 2022
bonus for Duncan Tait will be subject to mandatory deferral into the CIP.
Annual bonus for 2023
The maximum annual bonus opportunity in 2023 will remain unchanged from previous years at 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,
including a stretching carbon reduction target linked to the Group’s responsible business framework. 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 2023 targets 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.
110
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
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PSP and CIP awards vesting in respect of the year
In 2020, awards were granted under the PSP and CIP schemes which vested dependent on certain performance targets
measured over three years to 31 December 2022. These awards are also subject to an additional post-vest two-year
holding period. The performance targets were set prior to the outbreak of the Covid-19 pandemic and no adjustments were
made for this. Consistent with the Committee’s previous approach for material M&A activity, the EPS targets were adjusted
for the disposal of the Russian business in 2022. No adjustment was made for the ROCE or cash conversion targets as the
impact was immaterial.
2020 PSP/CIP performance targets
Three-year EPS cumulative growth p.a. (40% weighting)*
Vesting %
Three-year average ROCE (40% weighting)
Unexpired term
Less than 162p
162p
184p
0%
25%
100%
Less than 16.5%
16.5%
20.5%
0%
25%
100%
Between 162p and 184p
Straight line basis
Between 16.5% and 20.5%
Straight line basis
Cash conversion (20% weighting)
Less than 55%
55% to 70%
70%
Vesting %
0%
25%
100%
Between 55% and 70%
Straight line basis
* the pre-adjusted EPS targets were 169p – 191p.
Vesting of 2020 PSP/CIP awards
Over the 2020-2022 performance period, cumulative EPS of 150p, three-year average ROCE of 26% and cash conversation
of 97% 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
Cash conversion
40%
40%
20%
0%
100%
100%
60%
Performance measure
Wtg.
Vesting outcome (% of element)
EPS
ROCE
Cash conversion
40%
40%
20%
0%
100%
100%
60% vesting
The Remuneration Committee considered the outcome in the context overall business performance. The Committee did
not exercise any discretion. As a result, the following awards will vest:
Duncan Tait
PSP
CIP
Number of
shares/options
under award
Number of
shares/options
vesting
Number of
shares/options
lapsing
Estimated
value of awards
vesting*
Vesting date
Grant date
2 June 2020
26 June 2020
251,342
139,682
150,805
83,809
100,537
2 June 2023
£1,189,853
55,873 26 June 2023
£661,254
*Estimated value calculated using the three-month share price average from 1 October 2022 to 31 December 2022 of 789p.
As noted on page 97, the number of shares under award was reduced by 10% at the time of grant to reflect the volatility
in the share price at the time. The Committee reviewed the vesting outcome, taking into account the financial and share
price performance of the business over the period and was satisfied that given the upfront reduction in the award level,
no further adjustment was required at vesting.
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
111
CORPORATE GOVERNANCE REPORT
CONTINUED
PSP and CIP awards granted during the year
During 2022, PSP awards were granted at 180% of salary and under the CIP, the Executive Directors invested 50% of salary
(including mandatory bonus deferral) and were granted a matching award of 100% of salary respectively. All awards
granted to Gijsbert de Zoeten during the year lapsed on his date of resignation. The performance targets for the PSP/CIP
are detailed below. The targets have been adjusted to reflect the impact of the acquisition of Derco and the disposal
of the Russian business.
2022 PSP/CIP*
Three-year cumulative EPS (40% weighting)
Vesting %
Three-year average ROCE (40% weighting)
Unexpired term
Less than 197p
197p
217p
0%
25%
100%
Less than 21%
21%
26%
0%
25%
100%
Between 197p and 217p
Straight line basis
Between 21% and 26%
Straight line basis
Cash conversion (20% vesting)
Less than 50%
50%
65%
Vesting %
0%
25%
100%
Between 50% and 65%
Straight line basis
* The pre-adjusted targets were EPS 184p – 208p and ROCE 23% – 28%.
Threshold level performance will result in 25% of the 2022 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
Duncan Tait
PSP
CIP
8 April 2022
6 May 2022
650.00p
706.00p
222,342
£1,445,223 Jan 2022 – Dec 2024
Apr 2025 – Apr 2026
116,711
£823,980 Jan 2022 – Dec 2024 May 2025 – Nov 2025
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).
Long-term incentives for 2023
The Committee reviewed the performance measures for PSP and CIP agreeing that targets will 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 250p
250p
290p
0%
25%
100%
Less than 21%
21%
26%
0%
25%
100%
Between 250p and 290p
Straight line basis
Between 21% and 26%
Straight line basis
Cash conversion (20% vesting)
Less than 60%
60%
70%
Vesting %
0%
25%
100%
Between 60% and 70%
Straight line basis
Pension
Duncan Tait received a pension contribution of 10% of salary during 2022. Since the policy was last approved in 2020, the
UK pension offering has been simplified and is now a standardised defined contribution plan (from a mix of defined benefit
and defined contribution arrangements). As such the contribution rate for UK employees is now estimated to be approx.
7% - 7.5% of salary. Consequently, the Committee agreed that under the new remuneration policy, new Executive Directors
will be offered a maximum pension contribution rate of 7% of salary. Duncan Tait volunteered to freeze his allowance at
the current £ value as an interim step, and bring the pension contribution rate down to 7% after 31 December 2023.
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INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
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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 2022 or at the
date of leaving if earlier.
Share awards held
Options held
Shares held at
31 December
2022
Subject to
performance
conditions
Subject to
deferral
Subject to
performance
targets
Duncan Tait
Gijsbert de Zoeten*
Nigel Stein
Jerry Buhlmann
Nayantara Bali
Alex Jensen
Jane Kingston
Sarah Kuijlaars*
John Langston
Till Vestring*
114,845
106,934
66,834
15,233
0
1,034
3,500
8,000
10,397
48,480
1,013,515
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
0
0
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
Subject to
deferral
4,774
0
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
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
* Sarah Kuijlaars joined on 20 January 2022, Till Vestring left on 19 May 2022, Gijsbert de Zoeten resigned on 27 November 2022 and all unvested awards lapsed at
that date.
There have been no changes to the number of shares held by the Directors between 31 December 2022 and 22 March 2023.
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 held 114% of salary as at 31 December 2022, using the
average share price from 1 October 2022 to 31 December 2022 of 789p. His date of appointment was June 2020.
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. The application of this requirement will be
at the Committee’s discretion (which will be waived only in exceptional circumstances). Gijsbert de Zoeten is required to
hold 19,493 shares for two years from 27 November 2022, his date of resignation. These shares were subject to mandatory
deferral into the CIP from his 2021 bonus.
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
% change for 2022
Salary
Benefits
Bonus
Salary
Benefits
Bonus
Salary
Benefits
Bonus
Executive Directors
Duncan Tait
Gijsbert de Zoeten
Non-Executive
Directors
Nigel Stein
Jerry Buhlmann
Alex Jensen
Jane Kingston
John Langston
Till Vestring
Nayantara Bali
Sarah Kuijlaars
Average pay
based on
senior management
n/a
3%
2%
0%
0%
0%
0%
0%
n/a
n/a
n/a
0%
0%
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
- 100%
2.5%
3.8%
0%
-90%
100%
100%
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
2.5%
2.5%
2.5%
2.5%
2.5%
2.5%
0%
n/a
0%
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
3.5%
3.5%
3.5%
3.5%
3.5%
3.5%
3.5%
3.5%
3.5%
3.5%
0%
0%
5.5%
-100%
0%
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
3.16%
0%
- 82.91%
3.28%
0%
73.2%
5.78%
0%
9.5%
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, while also providing data that is readily available on a matched
sample basis. These employees also participate in bonus schemes of a similar nature to the Executive Directors and
therefore remuneration will be similarly influenced by Company performance.
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
113
CORPORATE GOVERNANCE REPORT
CONTINUED
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. Strong business
performance in 2022 is reflected in the pay-out under the annual bonus. The reportable remuneration also includes the
vesting of PSP and CIP awards at 60% of maximum, which are the first awards capable of vesting to the CEO since he joined
in 2020.
Financial year
2022
2021
2020
2019
Calculation
methodology
P25 (Lower
quartile)
P50 (median)
P75 (Upper
quartile)
C
C
C
C
154:1
75:1
40:1
67:1
109:1
55:1
28:1
48:1
74:1
38:1
19:1
32:1
Consistent with previous years, calculation methodology C was used.
Full-time equivalent remuneration was calculated for all UK employees as at 31 December 2022 using the single total
figure valuation methodology, with two amendments: using 2021 bonus outcomes as a proxy for 2022 bonus outcomes
and excluding SAYE grants. The employees at the 25th, 50th and 75th percentile (P25, P50, P75) were identified. The total
remuneration for 2022 of the three employees identified was updated after the year-end to include any annual bonus
and SAYE values (if applicable).
This method was chosen as it is in line as much as possible with methodology A which is the Government’s preferred
approach while 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
2022
2021
2020
2019
Salary
Basic salary (£’000)
Total remuneration (£’000)
Basic salary (£’000)
Total remuneration (£’000)
Basic salary (£’000)
Total remuneration (£’000)
Basic salary (£’000)
Total remuneration (£’000)
CEO
£820
£4,087
£799
£2,054
£759
£939
£757
£1,639
P25
£23
£26
£22
£28
£23
£24
£15
£24
P50
£16
£38
£26
£37
£32
£33
£28
£34
P75
£41
£55
£21
£54
£34
£49
£28
£52
For 2022, the employee at P50 is a Sales Representative who has a high variable pay mix. During the year, the pay mix for Sales
Representatives was reviewed with pay in 2023 rebalanced towards fixed pay. The Committee is satisfied that the overall
picture presented by the 2022 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.
114
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
I
S
T
R
A
T
E
G
C
R
E
P
O
R
T
G
O
V
E
R
N
A
N
C
E
I
F
N
A
N
C
A
L
I
S
T
A
T
E
M
E
N
T
S
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 2021 to 2022.
Relative importance of spend on pay (£m)
£475.1
(+2%)
£485.5
£52.2
(+70%)
£88.7
£80.5
(-14%)
£69.5
Dividend
Share buyback
2021
2022
Employee remuneration*
from continuing operations
* The 2021 comparative figure has been restated due to an error in classification.
The Directors are proposing a final dividend for 2022 of 21.3p per share (2021: 22.5p).
Pay for performance
The graph below shows the Total Shareholder Return (TSR) of the Company over the 10-year period to 31 December 2022.
The FTSE 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 2022.
Value of £100 invested at 31 December 2012
Value (£)
300
250
200
150
100
50
0
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
Inchcape PLC
FTSE 250
Group Chief
Executive
2013
2014
CEO single figure
of remuneration
(£’000)
André Lacroix
4,400
5,265
Stefan Bomhard
Duncan Tait
n/a
n/a
n/a
n/a
2015
2941
2016
n/a
2017
n/a
2018
n/a
2019
n/a
2,906
1,403
3,006
2,430
1,522
2020
n/a
4712
2021
n/a
n/a
2022
n/a
n/a
n/a
n/a
n/a
n/a
n/a
468
2,054
4,087
Annual bonus
outcome
(% of maximum)
LTI vesting3
outcome
(% of maximum)
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
60 %
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 and ‘enhanced’ PSP.
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 0.8:1 match for each share invested into the 2019 CIP.
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
115
CORPORATE GOVERNANCE REPORT
CONTINUED
Shareholder context
The table below shows the advisory vote on the Remuneration Report at the 2022 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
98.71%
1.29%
100%
330,127,731
4,322,329
334,450,060
10,553
334,460,613
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
Gijsbert de Zoeten resigned on 27 November 2022. In line with policy he did not receive a bonus for 2022 and all unvested
CIP and PSP awards lapsed. He will receive payment of salary and benefits in accordance with the terms of his contract
of employment, this being 12 months salary with the amount payable based on an annual salary of £536,682, an annual
private medical contribution of £2,012, an annual car allowance of £14,520 (plus annual petrol allowance of £1,500), and
an annual pension contribution of £53,668. These payments are made on a monthly basis.
Payments to past Directors
No payments were made to past Directors in 2022.
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.
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 2022.
Advisors to the Committee
Ellason LLP was appointed as the independent remuneration advisor to the Committee effective 1 January 2021 following
a tender process. Ellason LLP was paid a fee of £99,080 for its services relating to directors’ remuneration during 2022. Ellason
LLP did not provide advice or services to the Company on any others matters.
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 (this can be found at www.remunerationconsultantsgroup.com).
None of the individual Directors has 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
116
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
DIRECTORS’ REPORT
DIRECTORS’ REPORT
The Directors’ Report for the year ended 31 December 2022 comprises pages 117 to 122 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 57; principal risks and uncertainties on pages 59 to 67; a description of the
Board’s activities and the structure of its Committees is given on page 76; and, a description of the Group’s internal control
framework is given on pages 91 to 93;
Corporate governance statement
The statement of compliance with the UK Corporate Governance Code 2018 (Code) is given on page 71. 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 70 to 116.
Board of Directors
The Directors of the Company below were in office during the year and up to the date of signing the financial statements:
I
S
T
R
A
T
E
G
C
R
E
P
O
R
T
G
O
V
E
R
N
A
N
C
E
Nayantara Bali
Jerry Buhlmann
Juan Pablo Del Río (joined January 2023)
Jane Kingston
Byron Grote (joined January 2023)
John Langston
Alexandra Jensen
NIgel Stein
Duncan Tait
I
F
N
A
N
C
A
L
I
S
T
A
T
E
M
E
N
T
S
Gijsbert de Zoeten (resigned November 2022)
Sarah Kuijlaars (joined January 2022)
Till Vestring (left May 2022)
In accordance with the Code, all current Directors except for John Langston will stand for election or re-election at the
Annual General Meeting (AGM) on 18 May 2023. 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 (Articles), the Code, the Companies Act 2006 and related
legislation. The Articles are available on the Company’s website. The Articles were not amended during the year.
Subject to the Articles, the Code and relevant legislation, the business of the Company is managed by the Board which
may exercise all the powers of the Company.
Shareholders
Engagement with shareholders is important to the Company so that we are able to understand the key issues of
importance to them and get their views on the business. Any updates regarding the business, including presentations
by the Group Chief Executive, are available on the Group’s website so that all shareholders have access to the same
Company information at the same time. Further information on stakeholder engagement can be found on pages 20 to 22.
As our 20 largest shareholders own over 65% 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.
Conflicts of interest
The Articles permit the Board to authorise any matter which would otherwise involve a Director breaching their 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 Articles 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 year ended 31 December 2022 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 2022 are shown on pages 124 to 228.
The level of distributable reserves is sufficient to pay a dividend.
The Board recommends a final ordinary dividend of 21.3p per ordinary share. If approved at the 2023 AGM, the final
ordinary dividend will be paid on 19 June 2023 to shareholders registered in the books of the Company at the close of
business on 12 May 2023.
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
117
DIRECTORS’ REPORT
CONTINUED
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 2022, the Company’s issued share capital of £37,449,403 comprised 374,494,030 ordinary shares of 10p.
On 4 January 2023, 38,513,102 ordinary shares of 10p each in the capital of the Company were issued in connection with
the acquisition of the Derco group. Following the allotment of these shares, the issued share capital of the Company stood
at 413,007,132 ordinary shares.
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.
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 19 May 2022, the Company was authorised to make market purchases of up to 38,166,226
ordinary shares (representing approximately 10% of its issued share capital).
In the year ended 31 December 2022, the Company purchased for cancellation, 9,357,908 ordinary shares of 10p each
at a cost of £69.5m, representing 2.5% of the issued share capital as at that date.
The Directors have authority to issue and allot ordinary shares pursuant to article 9 of the Articles 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
Notifications received by the Company in accordance with DTR 5 are published on a Regulatory Information Service and
are available on the Company’s website. During the year, the Company had been notified of the following interests
amounting to more than 3% of the Company’s issued share capital pursuant to the Financial Conduct Authority’s Disclosure
and Transparency Rules.
Shareholder
abrdn plc
Cerro Mayo SpA*
DT Huillinco SpA*
Peñuelas Corp SpA*
JPMorgan Asset Management Holdings Inc
Polaris Capital Management LLC
BlackRock Inc
The Capital Group Companies Inc
As at 31 December 2022
As at 22 March 2023
Number of voting rights
held
Percentage of voting
rights held
Number
of voting rights held
Not disclosable
<5%
Not disclosable
0
0
0
16,563,569
15,693,793
18,780,708
19,200,206
0%
0%
0%
4.42%
4.02%
5.01%
5.03%
12,837,700
12,837,700
12,837,702
Not disclosable
15,762,376
Not disclosable
20,597,812
Percentage of
voting rights
held
<5%
3.11%
3.11%
3.11%
<5%
3.82%
<5%
4.99%
* Under the Derco acquisition, the Derco family owners received newly issued ordinary shares, resulting in them owning over 9.3% of the Company’s share capital.
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 (Trust) and, as such, are deemed to be interested in any ordinary shares held by the Trust.
At 31 December 2022, the Trust’s shareholding totalled 344,009 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.
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 2022 is shown in the Directors’ Report on Remuneration on page 113. There have been
no changes to the interests or number of shares held by each Director between 31 December 2022 and 22 March 2023.
118
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
I
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A
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E
G
C
R
E
P
O
R
T
G
O
V
E
R
N
A
N
C
E
I
F
N
A
N
C
A
L
I
S
T
A
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E
M
E
N
T
S
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 185.
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 2022, or was entered into during the year for any
Director and/or connected person (2021: none).
Other information – Listing Rules
The information required to be disclosed by LR 9.8.4R can be found on the pages set out below:
Section Information
1
2
4
5
6
7
8
9
10
11
12
13
14
Interest capitalised
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
Shareholder waiver of future dividends
Agreements with controlling shareholders
Page
Not material to the Group
115 (Historical TSR performance)
112
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
118
118
Not applicable
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 4, 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.
Principal financial risk factors
These risks are shown on pages 61 to 66.
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 187 to 195.
Branches outside the UK
The Company does not have any branches outside the UK.
Events after the reporting period
None.
Political donations
The Company did not make any political donations in 2022 and does not intend to make any political donations in 2023.
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 three key performance indicators – Scope 1 – our use of gas and fuel in vehicles
we own, Scope 2 – our global energy usage, and Scope 3 – other indirect emissions.
Data collection and reporting period
Data has been collected for all markets from 1 January 2022 to 31 December 2022. 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.
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
119
DIRECTORS’ REPORT
CONTINUED
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
pages 219 to 228.
Total Energy Consumption (Scope 1 and 2 emissions, and Scope
3 vehicle combustion, kWh)
31,548,424
263,707,725
42,956,543
115,639,761
2022
2021
UK & Offshore
Global
UK & Offshore
Global
Scope 1 Emissions (tCO2e)
Scope 1 Emissions (Fugitive, tCO2e)
Scope 2 Emissions (Location-based, tCO2e)
Scope 3 Emissions (Business Travel & Upstream Transport, tCO2e)
Total Scope 1 & 2 Emissions (Location-based, tCO2e)
Total Scope 1 & 2 Emissions (Market-based, tCO2e)
Total Scope 1, 2 & 3 Emissions (Location-based, tCO2e)
Total Scope 1, 2 & 3 Emissions (Market-based, tCO2e)
Revenue (£m)
Intensity ratio: Scope 1 and 2 Emissions (Location-based,
tCO2e/£m)
Intensity ratio: Scope 1 and 2 Emissions (Market-based,
tCO2e/£m)
Intensity ratio: Scope 1,2, and 3 Emissions (Location-based,
tCO2e/£m)
Intensity ratio: Scope 1,2, and 3 Emissions (Market-based,
tCO2e/£m)
3,617
216
2,886
2,975
6,503
3,624
9,477
6,599
2,029
3.2
1.8
4.7
3.3
17,002
2,791
22,223
187,713
39,225
30,805
226,937
218,517
8,133
4.8
3.8
27.9
26.9
2,486
–
3,689
9,221
6,175
2,486
15,395
11,706
1,894
3.3
1.3
8.1
6.2
9,752
–
27,277
82,068
37,028
32,949
119,097
115,018
6,787
7.0
6.4
19.1
18.5
GHG Protocol Corporate Accounting and Reporting Standard
GHG Protocol Corporate Value Chain Accounting and Reporting Standard
Methodologies used in calculation of disclosures
GHG Protocol Scope 2 Guidance
Energy efficiency measures
The Group’s energy management programme involves monitoring and targeted reporting of energy consumption on a
daily basis. All of our markets set action plans at the start of the year to identify and address any consumption issues as and
when they arise, allowing opportunities to eliminate unnecessary energy waste. All markets have energy saving measures
implemented which cover the installation of LED lighting where available, HVAC efficiency and thermostatic regulation.
Energy efficiency measures introduced in 2021 included:
• The installation of solar panels at three UK sites, saving around 160 tonnes in CO2 per year.
• Feasibility study and lighting plan to identify opportunities for the roll-out of LED lighting to all UK sites.
• Three UK sites became ‘gas free’ with alternatives to heating, such as air and ground source heat pumps.
• Replacing older heating, ventilation, and air conditioning control units with newer programmable controls to allow
reduction of temperature swings and to set auto-off times to avoid units running out of hours. This included PIR and LUX
sensors on lighting so they only turn on as and when someone is present, and light is needed.
These energy efficiency measures were developed further in 2022, which involved:
• Australia and all but one of our European markets have now switched to renewable electricity tariffs.
• The installation of solar panels and LED lightning across all of our UK sites.
• Installation of solar panels has started across Australia, Singapore and Thailand.
• Colombia and Peru have increased the number of electric and hybrid vehicles available in their fleets.
• Our markets in Greater China and Singapore have converted their fleets to include 70% and 30% low emission vehicles
respectively, and will continue this until the fleet only contains low emission vehicles.
Emissions reductions targets
During 2022, the Group set emissions reduction targets for Scope 1 and Scope 2. Further details are given in the Responsible
Business Report on page 42.
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 if required.
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Successfully delivering the Accelerate strategy requires us 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.
In support of this, our performance framework, called One Inchcape Values & Behaviours, sets out the values and
behaviours we all need to live by at Inchcape. The Company also 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 96 to 116.
Employee communication
Townhall meetings are held in each region 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 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 page 95.
Diversity
As required under LR9.8.6, the breakdown of the gender identity and ethnic background of those who were Directors of the
Company and executive management, as well as the gender identity of employees of the Company, as at 31 December
2022 is as follows:
Gender identity
or sex as at 31
December 2022
Men
Women
Not specified/prefer
not to say
Number
of Board
members
Percentage
of the Board
Number
of senior
positions on
the Board*
Number in
executive
management
Percentage
of executive
management
Number of all
employees
Percentage
of all
employees
4
4
0
50%
50%
0%
4
0
0
62
17
0
78%
22%
0%
10,675
3,932
3
73%
27%
<1%
Ethnic background as at 31 December 2022
White British or other White
Mixed/Multiple Ethnic Groups
Asian/Asian British
Black/African/Caribbean/Black British
Other ethnic group, including Arab
Not specified/prefer not to say
* includes CEO, CFO, SID and Chair
Number
of Board
members
Percentage
of the Board
Number of
senior
positions on
the Board*
Number in
executive
management
Percentage
of executive
management
7
0
1
0
0
0
87.5%
0%
12.5%
0%
0%
0%
4
0
0
0
0
0
34
0
7
0
3
35
43%
0%
9%
0%
4%
44%
The Board did not have at least one woman in the position of Chair, Chief Executive, Chief Financial Officer or Senior
Independent Director as at that date. The Nomination Committee is responsible for succession planning on the Board
and as such considers these targets during the recruitment process.
In 2022, we launched our first global HR system enabling our colleagues to self-identify their diversity information. This
involved a global review to assess what diversity questions are legally possible, culturally sensitive, and safe to include. The
review found that 24% of our markets can ask and collect ethnicity information from employees. The system was launched
in November 2022 with a series of communications encouraging colleagues to check and complete their profiles (including
ethnicity information) and each year we will roll-out communications and campaigns to encourage full disclosure in
markets where we can ask and collect ethnicity data.
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 2022
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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. The Directors are also responsible for disclosing with reasonable accuracy at any time
the financial position of the Group and parent company, and enabling 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.
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 67,
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. This confirmation is given and should be interpreted in accordance with the provisions of section 418 of the
Companies Act 2006.
Annual General Meeting
The AGM will be held at 11.00 a.m. on Thursday 18 May 2023 at the Institute of Directors, 116 Pall Mall, London SW1Y 5ED.
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 Group Company Secretary of the Company.
TAMSIN WATERHOUSE
GROUP COMPANY SECRETARY
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FINANCIAL
STATEMENTS
124 Independent auditor’s report to the members
of Inchcape plc
136 Consolidated income statement
137 Consolidated statement of comprehensive income
138 Consolidated statement of financial position
139 Consolidated statement of changes in equity
140 Consolidated statement of cash flows
141 Accounting policies
152 Notes to the financial statements
206 Alternative performance measures
209 Five year record
210 Company statement of financial position
211 Company statement of changes in equity
212 Company accounting policies
215 Notes to the Company financial statements
OTHER INFORMATION
228 Shareholder information
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
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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 2022 and of the Group’s loss for
the year then ended;
• the Group financial statements have been properly prepared in accordance with United Kingdom adopted international
accounting standards;
• 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 34 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 and United Kingdom adopted international accounting standards. 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
(Revenue and Expenses) 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.
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3.
SUMMARY OF OUR AUDIT APPROACH
Key audit matters
The key audit matters that we identified in the current year were:
• Central America indefinite-life intangible asset impairment;
• Acquisition accounting in respect of the Derco group; and
• Disposal of the Group’s operations in Russia.
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 £26.8 million which was
determined on the basis of 1.7% of net assets and equates to 5.3% of pro forma adjusted profit before
tax from continuing operations of the enlarged Group incorporating Derco as outlined in Note 29
(Acquisition and Disposals) to the financial statements.
We changed the benchmark used in determining materiality in the current year to net assets from
statutory profit before tax and adjusting items including net acquisition costs, which was used in the
prior year. The Group completed its acquisition of the Derco Group on 31 December 2022, resulting
in an increase to the consolidated statement of financial position of the enlarged Group with no
corresponding increase to the consolidated income statement for the year then ended. Therefore
we have concluded the use of a profit based benchmark to be inappropriate in the current year.
Scoping
The components which were either full or specified account balance scope in the current year
contributed 76% (2021: 76%) of the Group’s revenue, 76% (2021: 78%) of the Group’s adjusted profit
before tax from continuing operations and 80% (2021: 80%) of the Group’s net assets.
Significant
changes in our
approach
The most significant changes in our approach relate to the acquisition of the Derco Group and the
disposal of the Group’s operations in Russia, which have been identified as new key audit matters.
We have removed UK Site impairment as a key audit matter due to the return to profitability of the
UK retail business.
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INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
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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, including repayment terms and covenants for new
facilities drawn down during the year to fund the acquisition of Derco;
• Evaluating 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, inflation 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.
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5.1. Central America indefinite-life intangible asset impairment
Key audit matter
description
Account balances: Intangible assets. Refer to the Critical Accounting judgements and sources
of estimation uncertainty in the Accounting Policies section on page 150 and Note 11
(Intangible Assets) on page 172.
In addition to goodwill of £270.3 million (2021: £116.3 million) the Group has distribution agreements
of £857.7 million (2021: £239.0 million) which are classified as indefinite-life intangible assets.
£27.7 million (2021: £24.8 million) of the goodwill is allocated to the Central America group of cash
generating units (“CGU’s”) and £73.7 million (2021: £65.8 million) of the carrying value of the distribution
agreements relates to the exclusive right to distribute Suzuki vehicles in Costa Rica and Panama.
These goodwill and distribution agreement assets were recognised following 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. In the prior year, the annual impairment review resulted
in an impairment of £12.9 million against the goodwill and a £12.9 million reversal of impairment against
the distribution agreement.
In the current year, management performed annual impairment reviews on the Suzuki CGU and then
the Central America group of CGUs, which resulted in no further impairment or reversals. Current year
performance was better than budget resulting in a slight increase in forecast outlook, which was offset
by an increase in the discount rate in the current year, therefore headroom remained tight.
As noted on page 67, management’s financial planning process incorporates an Annual Operating
Plan (“AOP”) for the next financial year (2023), 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 advised by management’s
external expert.
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 there is continuing uncertainty over the
strength and timing of the recovery of the market. Furthermore, there is ongoing uncertainty over wider
macro-economic factors, including rising interest rates and inflation which impact future forecasts.
Management’s forecast is reliant upon the continued supply of vehicles into the market. As noted
within Note 11 (Intangible Assets), the cash flows used within the impairment models are based on
assumptions which are key sources of estimation uncertainty and small movements in these
assumptions could lead to a further impairment or reversal.
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 the transport
network by 2050. Management consider that the impact of electrification within the forecast period
has been factored within the underlying market forecasts.
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 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 reputable third-party industry growth forecasts,
publications, news articles, government legislation and economic data;
• Challenging management’s analysis of the impact of climate change through the use of our own
climate change specialists including challenge of the reasonableness of the assumptions applied
within the forecast period;
• Evaluating the competence, capabilities and objectivity of management’s expert who were
engaged to advise on the discount rate and long-term growth rate used;
• Engaging with our valuation specialists to independently evaluate the appropriateness of inputs
and the methodology used in determining the discount rates used;
• Assessing the impact of global supply chain constraints due to semi-conductor shortages on the
forecast cashflows;
• Performing sensitivities in order to challenge the reasonableness of management’s assumptions;
and
• Assessing the appropriateness of disclosures in Note 11 (Intangible Assets) and the associated
sensitivities applied.
How the scope
of our audit
responded to the
key audit matter
Key observations
Based on our audit procedures we are satisfied that the assumptions in the impairment models are
within an acceptable range.
We also consider the disclosures in the Critical accounting judgements and key sources of estimation
uncertainty within the Accounting Policies section and Note 11 (Intangible Assets) are appropriate.
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
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INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF INCHCAPE PLC CONTINUED
5.2. Acquisition accounting in respect of the Derco group
Key audit matter
description
Account balances: Various across the balance sheet. Refer to the Audit Committee report
on page 88, Note 2 (Adjusting Items) on page 156 and Note 29a (Acquisitions and Disposals)
on page 198.
As described in Note 29a (Acquisitions and disposals), the Group completed the acquisition of the
Derco Group on 31 December 2022 for a total initial consideration of £723.1 million, which consisted
of cash and equity shares.
The transaction has been accounted for in accordance with IFRS 3 ‘Business Combinations’. £130.6
million of goodwill and £592.5 million of other assets and liabilities have been recognised, including
£559.1 million of acquired intangible assets.
We have identified a key audit matter in relation to the completeness and valuation of separately
identifiable assets and liabilities recognised on acquisition, and the key assumptions underpinning the
provisional fair valuation assumptions such as the discount rate and longevity of asset life, which are
subject to change. The identified assets and liabilities that have been recognised are provisional, and
there is a measurement period of one year from the date of acquisition to adjust the provisional values
recognised from the business combination.
The Audit Committee’s discussion of this key audit matter is set out on page 88.
Our procedures in response to the key audit matter identified included:
• Obtaining an understanding of relevant controls, including management review controls, over
the determination of valuation assumptions used in the provisional fair value calculations;
• Engaging our valuation specialists to assess the completeness of identified assets and liabilities;
• Involving our valuation specialists to assess the valuation methodologies used to determine the
provisional value of identified assets;
• Challenging the recognition of acquired Original Equipment Manufacturer (“OEM”) agreements
as a single asset through the use of external market data;
• Engaging our valuation specialists in assessing key valuation assumptions;
• Challenging management’s key cash flow assumptions with reference to industry benchmarks and
historical performance; and
• Evaluating the relevant disclosures regarding the acquisition of Derco within Note 29a (Acquisitions
and Disposals).
How the scope
of our audit
responded to the
key audit matter
Key observations
Based on our audit procedures, we concluded that the key estimates underpinning the acquisition
accounting exercise in relation to the completeness and provisional valuation of separately
identifiable assets and liabilities recognised on acquisition, and the key assumptions underpinning
the provisional fair valuation assumptions, were reasonable.
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5.3. Disposal of the Group’s operations in Russia
Key audit matter
description
Account balances: Loss from discontinued operations. Refer to the Audit Committee report
on page 88 and Note 29b (Acquisitions and Disposals) on page 202.
As noted in Note 29b (Acquisitions and Disposals), in the first half of the year, the Group agreed the
sale of its remaining retail operations in Russia.
The business represented the Group’s remaining operation in Russia following the disposal of its St
Petersburg business during 2021. The Russian business has been reported in the current period as a
discontinued operation in accordance with IFRS 5 “Non-current Assets Held for Sale and Discontinued
Operations”.
A loss on disposal of £256.5m has been recorded, as disclosed within Note 29b (Acquisitions and
Disposals). Net assets disposed of totalled £154.6m, with disposal costs of £2.9m and a loss of £99.0m
arising from the recycling of the foreign currency translation reserve being recognised.
The sale consideration consisted of €75m, receivable over 5 years, with a call option to reacquire
the business in the future. There is judgement applied in: assessing the date on which control has
transferred and the measurement of the deferred consideration, which includes the credit risk
associated with the purchasers and the market risk of receiving cash from Russia given the sanctions
regimes in place. Reflecting the inherent uncertainty, no value has been ascribed to the deferred
consideration and call option on initial recognition.
In September 2022, the Group received the first instalment of €15m, and has been recorded within
Note 3b (Other operating income). There are uncertainties which remain on the ability to receive the
remaining €60m, and therefore the deferred consideration remains valued at £nil on the balance
sheet date.
Our procedures in response to the key audit matter identified included:
• Obtaining an understanding of relevant controls, including management review controls, over
the initial valuation of the deferred consideration and call option;
• Challenging the assumptions over the deferred consideration, which included assessing the
likelihood of expected cash flows and ability of the buyer to remit the proceeds and the discount
rate applied by comparison to independent, external market data;
• Assessing that the Russian business had been deconsolidated from the date control passed by
evaluating the relevant sale and purchase agreement (SPA);
• Considering contradictory evidence, including review of board minutes, to assess whether there
are any indicators that the Group had control over the Russian operations after 31 May 2022;
• Obtaining evidence to support the initial instalment received of €15m;
• Assessing the disposal against the criteria of IFRS 5 to evaluate whether it is appropriately classified
as a discontinued operation; and
• Evaluating the relevant disclosures regarding the disposal of the Russian business within Note 29b
(Acquisitions and Disposals).
How the scope
of our audit
responded to the
key audit matter
Key observations
Based on our audit procedures, we are satisfied that the Group’s disclosures in Note 29b (Acquisitions
and Disposals) in relation to the disposal of Russia operations were appropriate, including the
disclosure of uncertainties relating to the valuation of the deferred consideration.
We concluded that the judgements made were reasonable and supportable.
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INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF INCHCAPE PLC CONTINUED
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:
Group financial statements
Parent Company financial statements
£26.8 million (2021: £14.6 million)
£11.9 million (2021: £6.0 million)
Parent Company materiality equates to 1.0%
of net assets (2021: 1.0% of net assets).
As the Parent 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.
Group materiality
£27m
Component materiality range
£2m – £14m
Audit Committee reporting
threshold £0.9m (legacy
Group) and £1.3m
(enlarged Group)
Materiality
Basis for
determining
materiality
Rationale for
the benchmark
applied
Our materiality was determined on the basis
of 1.7% of net assets and equates to 5.3% of pro
forma adjusted profit before tax from continuing
operations of the enlarged Group incorporating
Derco as outlined in Note 29 (Acquisitions and
Disposals) to the financial statements. In the
prior year, materiality was determined on the
basis of 5% of adjusted profit before tax
including net acquisition costs which equated
to 1.3% of net assets.
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 adjusted profit before tax from continuing
operations and revenue, before selecting 1.7%
of net assets as the benchmark for determining
materiality.
As discussed in Section 3 “Materiality” on page
125, we changed the benchmark used in
determining materiality in the current year to
net assets due to the enlarged balance sheet
of the Group from the Derco group acquisition.
Net assets in the current year are £1,567.0 million,
which have increased from the 2021 position
£1,130.5 million due to the acquisition of the
Derco group on 31 December 2022.
Given the acquisition completed on 31
December, there was an increase to the
consolidated statement of financial position
but with no corresponding increase to the
consolidated income statement. We consider
it appropriate to change the benchmark used
in determining materiality in the current year
to net assets.
Net assets
£1,567m
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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
65% (2021: 70%) of Group materiality
70% (2021: 70%) of Parent Company materiality
In determining performance materiality, we considered the following factors:
• 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, its environment;
• our risk assessment arising from the consolidation of the newly acquired Derco group for the Group
financial statements; and
• our assessment of the Group and Parent Company’s overall control environments.
6.3. Error reporting threshold
We agreed with the Audit Committee that we would report to the Committee all audit differences in excess of £1.3 million
(2021: £0.7 million), with a lower threshold of £0.9 million used for the legacy Inchcape group, 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.
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.
The significant components which were subject to full audit procedures were in Australia, Chile, Colombia, Ethiopia, Hong
Kong, Singapore and the UK. Russia was no longer a significant component due to the Group disposing of its operations
in Russia during the year.
Our components performed audits of specific account balances in Belgium, Bolivia, Costa Rica, Greece, Peru, Poland
and Romania. Due to the acquisition of the Derco group, our component scope increased to include the audit of specified
balance sheet items within the acquired Derco group, which covered Bolivia, Chile, Colombia and Peru.
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 Group consolidation, going concern assessment and
financial statement disclosures. The Group audit team also performed analytical reviews on out-of-scope components.
The range of component materialities applied was £2.1 million to £13.5 million (2021: £2.3 million to £6.0 million). The reporting
units where we conducted our audit work accounted for 76% (2021: 76%) of the Group’s revenue, 76% (2021: 78%) of the
Group’s profit before taxation from continuing operations and 80% (2021: 80%) of the Group’s net assets.
REVENUE
PROFIT BEFORE TAX
NET ASSETS
24%
8%
24%
8%
76%
76%
20%
12%
80%
Full audit scope and specified
audit procedures
Full audit scope and specified
audit procedures
Full audit scope and specified
audit procedures
Review at group level
Review at group level
Review at group level
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
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INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF INCHCAPE PLC CONTINUED
7.2. Our consideration of the control environment
We have considered the control environment of the Group, which is also discussed within the Audit Committee Report
on page 91, and encompasses controls relating to the financial reporting process, preparation of consolidated Group
accounts, operational and compliance controls and risk management processes.
We have also considered 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. A number of steps have been taken by
management to consolidate and centralise key IT systems and support functions across the Group. Given this, we have
sought to mirror the consolidation and centralisation of the IT infrastructure in our testing of IT controls where applicable.
Whilst our IT audit work continued to be co-ordinated by our UK Group team, we have reduced the number of Deloitte
teams testing locally operated IT controls where common IT systems are now utilised.
This year represented the second year of the Group’s transition to the Global Business Services organisation (“GBS”).
We considered the ongoing impact of this on our audit, with our Group and component teams assessing the impact
on the control environment.
Whilst components had planned to take a control reliance approach for revenue, a SAP transition programme
implemented during the year limited the ability for certain components to do so and a fully substantive approach
was adopted in those locations.
7.3. Our consideration of climate-related risks
The Group is exposed to the impacts of climate change on its business and operations as highlighted in the Task Force
on Climate-Related Financial Disclosures (TCFD) report on page 50, viability statement on page 67, the principal risks
on page 61, and in Accounting Policies (climate change) on page 143.
We have obtained management’s climate-related risk assessment and held discussions with management and their
external advisors to understand the process of identifying and quantifying climate-related risks, the determination of
mitigating actions and the impact on the Group’s financial statements. We have engaged our climate specialists in
our assessment to consider broader industry and market-wide practice.
We completed an independent climate-based risk assessment in order to consider the potential impact of climate
change on the Group’s financial statements, incorporating both business specific knowledge and wider industry
awareness, including the extent to which they have been included in the Group’s forecast financial information. We used
this to assess the completeness of the Group’s identified risks and to develop audit procedures to respond to these risks, in
particular as part of our work in relation to store impairment and long-term viability, as well as considering climate-related
risks throughout our risk assessments on each financial statement account balance. Further details of our work in relation
to Central America indefinite-life intangible asset impairment are set out in our key audit matter in section 5.1 above.
In considering the disclosures presented as part of the Strategic Report, we engaged our climate specialists to assess
compliance with the TCFD requirements and the recommendations made by both the Task Force and FRC as set out in
their thematic reviews. We have also assessed whether these disclosures reflect our understanding of the Group’s approach
to climate.
7.4. Working with other auditors
We engaged component auditors from Deloitte member firms to perform procedures at the 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.
The Group audit team issued detailed instructions to the component auditors and, as a result of Covid-19 restrictions easing
across many parts of the world, we have resumed our component visits on a risk focused and rotational basis to oversee
the work performed by our component auditors.
In conjunction with the on-site 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 focused on overseeing the role of the component audit teams, so that a consistent audit approach is applied to
the operations in the Group’s UK and international businesses.
The audit visits and other communications by the Group audit team were timed to enable us to be involved during the
planning and risk assessment process in addition to the execution of detailed audit procedures. During our visits we
attended key meetings with component management and auditors, reviewed and challenged component auditor
working papers in the underlying audit files and component reporting. In addition, we attended component audit closing
calls and other key meetings with management throughout the audit process.
We held virtual planning meetings with our component teams on a regional basis, led by the Group audit team, and held
prior to commencement of our detailed audit work. The purpose of these planning meetings was to ensure a good level
of understanding of the Group’s businesses, its core strategy and a discussion of the significant risks and workshops on
our planned audit approach.
The Parent Company is located in the United Kingdom and audited directly by the Group audit team.
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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.
11.
EXTENT TO WHICH THE AUDIT WAS CONSIDERED CAPABLE OF DETECTING IRREGULARITIES, INCLUDING FRAUD
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with
our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent
to which our procedures are capable of detecting irregularities, including fraud is detailed below.
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, including those that are specific to the Group’s sector;
• 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 regarding how and where fraud might occur in the financial statements and any potential indicators
of fraud.
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
133
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF INCHCAPE PLC CONTINUED
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 indefinite-life intangible
asset impairment and 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 environmental regulations.
11.2. Audit response to risks identified
As a result of performing the above, we identified the Central America indefinite-life intangible asset impairment as a
key audit matter related to the potential risk of fraud. The key audit matters section of our report explains the matter in
more detail and also describes the specific procedures we performed in response to the key audit matter.
In addition to the above, our procedures to respond to risks identified included the following:
• reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with
provisions of relevant laws and regulations described as having a direct effect on the financial statements;
• enquiring of management, the audit committee and in-house 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;
• in relation to judgement in the UK site impairment, challenging management’s analysis and assumptions with the support
of our real estate and valuation specialists through comparison to external market data and considering contradictory
evidence; and performing sensitivities to challenge the reasonableness of management’s assumptions; 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.
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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 122;
• 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 67;
• the directors’ statement on fair, balanced and understandable set out on page 91;
• the board’s confirmation that it has carried out a robust assessment of the emerging and principal risks set out on page 89;
• the section of the annual report that describes the review of effectiveness of risk management and internal control
systems set out on page 91; and
• the section describing the work of the Audit Committee set out on page 89.
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 ended 31 December 2018 and subsequent financial periods. The period of total
uninterrupted engagement including previous renewals and reappointments of the firm is 5 years, covering the years
ended 31 December 2018 to 31 December 2022.
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 will 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
22 March 2023
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
135
CONSOLIDATED INCOME STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2022
Continuing operations
Revenue
Cost of sales
Gross profit
Net operating expenses
Operating profit
Share of loss after tax of joint ventures and associates
Profit before finance and tax
Finance income
Finance costs
Profit before tax from continuing operations
Tax
Profit for the year from continuing operations
(Loss)/profit from discontinued operations
Total (loss)/profit for the year
(Loss)/profit attributable to:
Owners of the parent
Non-controlling interests
Earnings per share from continuing operations attributable to the owners
of the parent
Basic earnings per share (pence)
Diluted earnings per share (pence)
(Loss)/earnings per share attributable to the owners of the parent
Basic (loss)/earnings per share (pence)
Diluted (loss)/earnings per share (pence)
Alternative performance measures:
Operating profit from continuing operations
Adjusting items within net operating expenses:
Restructuring costs
Acquisition and integration costs
Disposal of businesses
Accelerated amortisation and net impairment reversals
Gain on pension indexation
Adjusted operating profit from continuing operations
Share of loss after tax of joint ventures and associates
Adjusted profit before finance costs and tax from continuing operations
Net finance costs
Adjusting items within net finance costs:
Net monetary loss on hyperinflation
Adjusted profit before tax from continuing operations
Tax on adjusted profit
Adjusted profit after tax from continuing operations
Adjusted earnings per share from continuing operations
Basic adjusted earnings per share
Diluted adjusted earnings per share
Notes
1,3
3
14
6
7
8
29(b)
9
9
2
2
9
2022
£m
20211
£m
8,132.7
6,900.9
(6,807.4)
(5,842.9)
1,325.3
1,058.0
(925.0)
400.3
(0.6)
399.7
21.6
(88.2)
333.1
(98.2)
234.9
(241.1)
(6.2)
(11.2)
5.0
(6.2)
61.1p
54.6p
(3.0)p
(2.6)p
400.3
10.5
–
41.7
(14.2)
2.7
(19.7)
410.8
(0.6)
410.2
(66.6)
29.6
29.6
373.2
(97.3)
275.9
(876.7)
181.3
–
181.3
11.2
(43.7)
148.8
(64.6)
84.2
37.7
121.9
117.0
4.9
121.9
20.3p
20.1p
30.0p
29.6p
181.3
100.1
12.2
3.4
67.3
17.2
–
281.4
–
281.4
(32.5)
–
–
248.9
(63.1)
185.8
72.0p
64.3p
46.3p
45.8p
1. Comparative amounts have been adjusted to reflect the classification of the remaining business in Russia as a discontinued operation.
The notes on pages 141 to 205 are an integral part of these consolidated financial statements.
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INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2022
(Loss)/profit for the year
Other comprehensive income/(loss):
Items that will not be reclassified to the consolidated income statement
Retirement benefit schemes
– net actuarial (losses)/gains
– deferred tax on actuarial losses/(gains)
Items that may be or have been reclassified subsequently to the consolidated
income statement
Cash flow hedges
– net fair value gains
– tax on cash flow hedges2
Investments held at fair value
– net fair value (losses)/gains
Deferred tax on taxation losses
Foreign currency translation
Exchange differences on translation of foreign operations
Exchange differences on translation of discontinued operations
Recycling of foreign currency reserve
Adjustments for hyperinflation
Other comprehensive income for the year
Total comprehensive income for the year
Total comprehensive income attributable to:
– Owners of the parent
– Non-controlling interests
Notes
2022
£m
(6.2)
20211
£m
121.9
5
17
26
17
15
17
26
26,29(b)
26
26
(12.1)
0.4
(11.7)
8.7
(6.6)
(1.5)
0.4
132.4
18.7
99.0
48.6
299.7
288.0
281.8
270.7
11.1
281.8
405.2
(123.4)
58.2
(0.4)
57.8
18.5
(2.8)
1.6
–
(104.2)
(0.1)
108.2
–
21.2
79.0
200.9
196.8
4.1
200.9
163.3
37.6
I
S
T
R
A
T
E
G
C
R
E
P
O
R
T
G
O
V
E
R
N
A
N
C
E
F
I
N
A
N
C
A
L
I
S
T
A
T
E
M
E
N
T
S
Total comprehensive income/(loss) attributable to owners of Inchcape plc arising from
– Continuing operations
– Discontinued operations
1. Comparative amounts have been adjusted to reflect the classification of the remaining business in Russia as a discontinued operation.
2. Taxation in other comprehensive income in respect of cashflow hedges is comprised of a deferred tax charge of £9.3m (2021: charge of £0.5m) offset by
a current tax credit of £2.7m (2021: charge of £2.3m).
The notes on pages 141 to 205 are an integral part of these consolidated financial statements.
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
137
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2022
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
Non-current liabilities
Trade and other payables
Provisions
Derivative financial instruments
Deferred tax liabilities
Lease liabilities
Borrowings
Retirement benefit liability
Total liabilities
Net assets
Equity
Share capital
Share premium
Capital redemption reserve
Merger reserve
Other reserves
Retained earnings
Equity attributable to owners of the parent
Non-controlling interests
Total equity
Notes
2022
£m
2021
£m
11
12
13
14
15
24
16
17
5
18
16
15
24
19
20
21
24
22
13
23
21
22
24
17
13
23
5
25
26
26
27
1,174.0
736.8
419.2
22.2
3.3
17.3
53.4
80.0
103.8
2,610.0
2,375.8
816.8
0.2
36.9
40.8
1,064.2
19.0
4,353.7
6,963.7
(2,898.0)
(38.1)
(88.2)
(56.6)
(83.4)
(546.3)
(3,710.6)
(60.4)
(46.7)
(1.4)
(255.3)
(416.0)
(895.6)
(10.7)
(1,686.1)
(5,396.7)
1,567.0
37.6
146.7
143.0
315.8
69.3
820.4
1,532.8
34.2
1,567.0
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
4.8
2,093.8
3,558.1
(1,548.3)
(31.9)
(63.0)
(34.9)
(56.5)
(7.6)
(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
The notes on pages 141 to 205 are an integral part of these consolidated financial statements. The consolidated financial
statements on pages 136 to 140 were approved by the Board of Directors on 22 March 2023 and were signed on its behalf by:
DUNCAN TAIT
GROUP CHIEF EXECUTIVE
138
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
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E
P
O
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G
O
V
E
R
N
A
N
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E
F
I
N
A
N
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I
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A
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E
M
E
N
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S
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022
38.5
146.7
142.1
Share
capital
£m
39.4
Share
Premium
£m
146.7
Capital
redemption
reserve
£m
141.2
Notes
Merger
reserve
£m
Other
reserves
£m
Retained
earnings
£m
Total
equity
attributable
to owners of
the parent
£m
(248.2)
962.8
1,041.9
–
117.0
117.0
Non-
controlling
interests
Total
shareholders’
equity
£m
19.3
4.9
£m
1,061.2
121.9
At 1 January 2021
Profit for the year
Other comprehensive
income/(loss) for the year
Total comprehensive
income for the year
Hedging gains and losses
transferred to inventory
Share-based payments,
net of tax
4,17
Share buyback
programme
Purchase of own shares
by the Inchcape
Employee Trust
Transactions with non-
controlling interests
Dividends:
– Owners of the parent
10
– Non-controlling
interests
At 1 January 2022
(Loss)/profit for the year
Other comprehensive
income/(loss) for the year
Total comprehensive
income/(loss) for the year
Hedging gains and losses
transferred to inventory
Written put option
Shares to be issued
29
29
Non-controlling interests
on acquisition of
subsidiaries
Share-based payments,
net of tax
4,17
Share buyback
programme
Purchase of own shares
by the Inchcape
Employee Trust
Dividends:
– Owners of the parent
10
– Non-controlling
interests
25
(0.9)
25
(0.9)
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
0.9
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
0.9
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
315.8
–
–
–
–
–
–
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)
–
–
(227.1) 1,008.7
1,108.9
–
(11.2)
(11.2)
(3.0)
21.6
5.0
(3.0)
1,130.5
(6.2)
293.6
(11.7)
281.9
6.1
288.0
293.6
(22.9)
270.7
11.1
281.8
2.8
–
2.8
(13.6)
(13.6)
315.8
–
–
–
2.8
(13.6)
315.8
–
–
–
5.3
5.3
10.2
10.2
(69.5)
(69.5)
(3.8)
(3.8)
(88.7)
(88.7)
–
–
–
–
–
–
10.2
(69.5)
(3.8)
(88.7)
(3.8)
34.2
(3.8)
1,567.0
–
–
–
–
–
–
–
–
–
–
–
–
–
–
At 31 December 2022
37.6
146.7
143.0
315.8
69.3
820.4
1,532.8
The notes on pages 141 to 205 are an integral part of these consolidated financial statements. Share-based payments
include a net tax credit of £nil (2021: net tax credit of £1.6m (current tax charge of £nil and a deferred tax credit of £1.6m)).
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
139
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2022
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 (outflow)/inflow from sale of businesses
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
Payments made before the commencement date of a lease
Receipt from finance sub-lease receivables
Net cash (used in)/generated from investing activities
Cash flows from financing activities
Share buyback programme
Purchase of own shares by the Inchcape Employee Trust
Cash inflow from acquisition 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 generated from/(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
Notes
28(a)
29(a)
29(b)
25(b)
23
10
28(b)
19
19
23
2022
£m
618.8
(94.9)
17.0
(47.4)
493.5
(395.2)
(17.0)
(6.2)
(64.2)
(4.3)
10.0
(0.2)
1.7
(475.4)
(69.5)
(3.8)
600.0
(3.7)
(64.0)
–
(88.7)
(3.8)
366.5
384.6
588.8
76.7
1,050.1
640.7
423.5
(14.1)
1,050.1
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
The notes on pages 141 to 205 are an integral part of these consolidated financial statements.
140
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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 68.
The Group consolidated financial statements have been prepared in accordance with UK-adopted International Financial
Reporting Standards (IFRS) and the Companies Act 2006 applicable to companies reporting under 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
and the shortage of semi-conductor chips have been considered. In making this assessment, the Group has considered
available liquidity in relation to net debt and committed facilities, the Group’s latest forecasts for 2023 and 2024 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 including the newly acquired
Derco business, for 2023 and 2024.
Committed bank facilities, Private Placement borrowings amounting to £910m, of which £210m was drawn at 31 December
2022, and a new debt facility of £600m, comprised of a £250m term loan, and a £350m bridge facility, 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 2023 and 2024 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:
• a one-month period of Covid-19 restrictions in 2023, similar in nature and impact to those seen in the first half of 2021,
impacting all of the Group’s markets simultaneously;
• a reduction in New and Used vehicle revenue due to a shortage of semi-conductor chips, reducing gross profit from
May 2023 to April 2024;
• a general liquidity reduction impacting working capital from December 2022;
• with no mitigating actions applied in relation to the sensitivities described above.
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 2023 and 2024. 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 throughout the forecast period. Additionally, under these circumstances,
the Group expects to have sufficient funds to meet cash flow requirements.
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 2022.
NEWLY ADOPTED ACCOUNTING STANDARDS
From 1 January 2022, the following standards become effective in the Group’s consolidated financial statements:
• Amendments to IFRS 3 Business Combinations, reference to conceptual framework;
• Amendments to IAS 16 Property Plant & Equipment, proceeds before intended use;
• Amendments to IAS 37 Onerous Contracts, cost of fulfilling a contract; and
• Annual Improvements to IFRS Standards 2018-2020.
The adoption of the standards and interpretations listed above 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, except for the adoption
of IAS 29 Financial Reporting in Hyperinflationary Economies, which is discussed in further detail below.
The Group has not early adopted other standards, amendments to standards or interpretations that have been issued
but are not yet effective.
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 2023:
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
141
ACCOUNTING POLICIES CONTINUED
• IFRS 17 Insurance Contracts;
• Amendments to IFRS 17 Insurance Contracts: Initial Application of IFRS 17 and IFRS 9 Comparative Information;
• Amendments to IAS 12 Income Taxes relating to Deferred tax related to assets and liabilities arising from a single
transaction;
• Amendments to IFRS 4 Insurance Contracts when applying IFRS 9 Financial Instruments;
• Amendments to IAS 1 Presentation of Financial Instruments, classification of liabilities as current or non-current; 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.
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.
In accordance with IAS 1 Presentation of Financial Statements, the Group Consolidated Income Statement for the year
ended 31 December 2022 has been changed to present the results of the Group on a continuing operations basis, with
a single amount reported for the total results for discontinued operations. The total for discontinued operations comprises
the post-tax profit or loss of discontinued operations and the post-tax loss on disposal (see note 29).
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 and cash flows of foreign operations are translated into sterling at the average
rates of exchange for the period, except for subsidiaries in hyperinflationary economies that are translated at the closing
rate of exchange at the end of 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.
PRESENTATION OF COMPARATIVE AMOUNTS
Comparative amounts presented in the consolidated income statement, the consolidated statement of comprehensive
income and relevant notes have been adjusted to reflect the classification of the remaining business in Russia as a
discontinued operation.
DESIGNATION OF ETHIOPIA AS A HYPERINFLATIONARY ECONOMY
The Group financial statements include adjustments for hyperinflation, following the application of IAS 29 Financial
Reporting in Hyperinflationary Economies in relation to the Group’s operations with a functional currency of Ethiopian Birr.
142
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
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The Group’s consolidated financial statements include the results and financial position of its Ethiopian operations restated
to the purchasing power or inflationary measuring unit current at the end of the year, leading to a hyperinflationary loss
in respect of monetary items being reported in finance costs, and treated as an adjusting item. The results of the Group’s
Ethiopian operations have been translated at the closing exchange rate, as required by IAS 21 The Effects of Changes in
Foreign Exchange Rates for hyperinflationary foreign operations.
Whilst IAS 29 Financial Reporting in Hyperinflationary Economies is applied in individual financial statements as though the
relevant economy was always hyperinflationary, comparative amounts are not restated in consolidated amounts already
presented in a stable currency. The resulting difference in the opening Ethiopian net assets has been presented as a
translation adjustment in other comprehensive income.
The inflationary factors used by the Group are the official price indices published by the Central Statistical Agency of
Ethiopia. Hyperinflationary adjustments have been calculated using the price index prevailing at 31 December 2022,
which was a CPI index of 328.9 (31 December 2021: CPI index 245.8). The adjusted results and financial position of Ethiopia
were translated at the year-end closing rate before being included in the Group’s consolidated financial statements.
CLIMATE CHANGE
In preparing the Group’s financial statements consideration has been given to the impact of both physical and transition
climate related risks, as described in the Task Force on Climate-Related Financial Disclosures (TCFD) section on page 44.
Based on the TCFD recommendations, in 2022, the Group performed an assessment of the five most critical climate related
risks and opportunities that were considered to have a potential financial impact on the financial statements.
Climate scenario analysis was used as a tool to identify and assess a potential range of future outcomes, by capturing
different assumptions about policies and physical climate conditions. Scenario analysis was applied to the five most
material risks and opportunities, being the transition risk of misalignment, increased carbon tax, aftersales revenues, margin
pressure risk, and physical risks (due to the direct impacts to property and inventories from extreme weather conditions).
There is inherent uncertainty over the assumptions used within these scenarios and how they will impact the Group’s
operations, cash flows and profit projections.
The policy, technology and market changes in response to climate change are still developing, and consequently the
financial statements cannot capture all possible future outcomes as these are not yet known.
The climate-related estimates and assumptions were applied primarily to going concern, impairment of non-financial
assets, property plant and equipment, indefinite life intangible assets and provisions.
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 sale of goods
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. Consideration received in
advance of transfer of goods is recognised as deferred revenue on the balance sheet and is subsequently recognised
as revenue when the transfer of goods occurs.
Revenue from rendering of services
Revenue from the rendering of services to the customer is considered to have been satisfied when the service has been
undertaken.
Group acts as an agent
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.
Sales with a repurchase commitment
Where a vehicle is sold to a customer subject to a repurchase commitment and the possibility of the buyback being
exercised by the customer is highly likely, the transaction is recognised as a lease transaction with the Group acting as a
lessor. Consequently, such vehicles are recognised within ‘property, plant and equipment’ in the consolidated statement
of financial position at cost and are depreciated to their residual value over the period of the repurchase commitment.
The difference between the initial amounts received from the customer 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 arrangement. 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.
Where a vehicle is sold to a customer subject to a repurchase commitment and the possibility of the buyback being
exercised by the customer is not highly likely, revenue is recognised in full when the vehicle is sold, less the expected value
of the buyback payments to be made which is recorded as a liability in the consolidated statement of financial position.
Similarly, an estimate of the value of the vehicles to be returned is deducted from cost of sales and recognised as an asset
in the consolidated statement of financial position.
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
143
ACCOUNTING POLICIES CONTINUED
Sale of additional services
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.
Accrued income
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.
Dividend income
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 INCOME
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.
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.
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.
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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 recognises any penalties within income tax expense or other operating expenses
depending on whether the penalty is considered an income tax or not.
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.
ADJUSTING 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 adjusting items within their relevant consolidated income
statement category. The separate reporting of adjusting 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 adjusting items policy that is regularly discussed and approved by the Audit Committee. The
policy applied in identifying adjusting items is balanced when assessing gains and losses, clearly disclosed and applied
consistently from one year to the next.
Adjusting 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 adjusting in nature include gains or losses on the disposal of businesses, restructuring of
businesses, acquisition costs, asset impairments, recognition of monetary gains or losses on hyperinflation and the tax
effects of these items. Any reversal of an amount previously recognised as an adjusting item would also be recognised
as an adjusting 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 Business Combinations). 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 Business Combinations 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.
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.
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ACCOUNTING POLICIES CONTINUED
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 between one and ten years.
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 ‘leased vehicles, rental machinery and equipment’
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
shorter of lease term or useful life
Plant, machinery and equipment
5.0% – 33.3%
Leased vehicles, rental machinery and equipment
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.
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Lease liabilities are remeasured when there is a change in future lease payments as a result of a index or rate change, or 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. Additional
liability is also recognised where there a potential change in variable payment during term of the lease and lastly, where
new leases have been committed to but not yet commenced. When lease liabilities are remeasured 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. Impairment
losses are recognised on goodwill within the cash generating unit.
Non-financial assets, other than goodwill, which have previously been impaired, are reviewed for possible reversal of the
impairment at each reporting date. Impairment of inventories are considered separately. Impairment losses are recognised
against goodwill within the cash generating units before non-financial assets are impaired.
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.
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ACCOUNTING POLICIES CONTINUED
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 Financial Instruments. The amount of the provision is the difference between the asset’s carrying amount
and the expected value of the amounts to be received.
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 Employee Benefits (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.
Following the scheme merger which is now referred to as the ‘Combined section’, and sits alongside the Group section, a
change was made to the trustees deeds whereby it was stipulated, in the event of a wind any pension surplus belonging
to the group section would be returned to the Combined section in the first instance instead of being directly returned to
the principal employer. The group takes the view any surplus in the Combined section ultimately belongs to the Principal
employer, therefore judgement has been taken to recognise the pension surplus for the scheme in full.
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.
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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 Leases. 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.
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. Comparative amounts have been reclassified as
explained in note 1.
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.
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NOTES TO THE FINANCIAL STATEMENTS
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).
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
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
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working capital required to support trading, discount rates, long-term growth rate and capital expenditure. For all CGU
groups, 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.
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. 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. Key assumptions and sensitivities are disclosed in note 11.
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.
ADJUSTING 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 adjusting items and profit before
tax and adjusting 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 adjusting items requires significant management
judgement after considering the nature and intentions of a transaction. The Group’s definitions of adjusting items are
outlined within the Group accounting policies and note 2 provides further details on current year adjusting 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 2022
151
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
1 SEGMENTAL ANALYSIS
The Group has four 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 2022, following the acquisition of the Derco Group based in the Americas region, the distribution business based in Africa
is now reported and reviewed alongside existing distribution businesses in Europe, forming a combined segment of Europe
& Africa.
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
Europe & Africa
Americas
Retail
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, body shop repairs and parts sales.
Sale of New and Used Vehicles, together with associated Aftersales activities
of service, body shop repairs and parts sales in the UK and Europe.
2022
Revenue
Total revenue
Results
Adjusted operating profit
Operating adjusting items
Operating profit from continuing operations
Share of loss after tax of joint ventures and associates
Profit before finance and tax
Finance income
Finance costs
Profit before tax from continuing operations
Tax
Profit for the year from continuing operations
Distribution
APAC
£m
Europe &
Africa
£m
Americas
£m
Total
Distribution
£m
Retail
£m
Total
£m
2,341.5
2,047.5
1,479.8
5,868.8
2,263.9
8,132.7
163.1
90.0
110.2
363.3
47.5
410.8
(10.5)
400.3
(0.6)
399.7
21.6
(88.2)
333.1
(98.2)
234.9
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:
2022
UK
Australia
Rest of the world
Group
£m
2,029.1
1,136.4
4,967.2
8,132.7
The Group’s non-current assets by location comprise intangible assets, property, plant and equipment, right-of-use assets,
joint ventures and associates, and are analysed as follows:
2022
UK
Rest of the world
Group
£m
298.9
2,053.3
2,352.2
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1 SEGMENTAL ANALYSIS CONTINUED
2022
Segment assets and liabilities
Segment assets
Other current assets
Other non-current assets
Segment liabilities
Other liabilities
Total net assets
Distribution
APAC
£m
Europe &
Africa
£m
Americas
£m
Total
Distribution
£m
Retail
£m
Total
£m
619.6
477.4
1,945.3
3,042.3
440.0
3,482.3
917.0
2,564.4
(921.3)
(482.8)
(1,344.9)
(2,749.0)
(452.8)
(3,201.8)
(2,194.9)
1,567.0
Segment assets include net inventory, receivables and derivative assets. Segment liabilities include payables, provisions
and derivative liabilities.
2022 from continuing operations
Other segment items
Capital expenditure:
– Property, plant and equipment
– Leased vehicles, rental machinery and equipment
– Right-of-use assets
– Intangible assets
Depreciation:
– Property, plant and equipment
– Leased vehicles, rental machinery and equipment
– Right-of-use assets
Amortisation of intangible assets
(Reversal of impairment)/impairment of property, plant
and equipment
Impairment of right-of-use assets
Net provisions charged to the consolidated income
statement
Distribution
APAC
£m
Europe &
Africa
£m
Americas
£m
Total
Distribution
£m
Retail
£m
Total
£m
14.4
9.3
10.3
1.3
8.0
4.2
28.7
8.4
(0.5)
0.9
13.4
11.7
3.5
7.8
1.2
6.7
3.5
6.3
6.0
–
0.2
0.1
9.0
1.1
7.9
0.2
13.0
6.6
0.4
–
39.5
12.9
27.1
3.6
22.6
7.9
48.0
21.0
21.9
–
6.7
0.7
9.9
–
7.1
2.1
61.4
12.9
33.8
4.3
32.5
7.9
55.1
23.1
(0.1)
1.1
(9.0)
0.8
(9.1)
1.9
21.9
20.3
10.3
52.5
6.4
58.9
Net provisions include inventory, trade receivables impairment and other liability provisions.
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E
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INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
153
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
1 SEGMENTAL ANALYSIS CONTINUED
2021
Revenue
Total revenue
Results
Adjusted operating profit
Operating adjusting items
Operating profit from continuing operations
Share of profit after tax of joint ventures and associates
Profit before finance and tax
Finance income
Finance costs
Profit before tax from continuing operations
Tax
Profit for the year from continuing operations
Distribution
APAC
£m
Europe &
Africa
£m
Americas
£m
Total
Distribution
£m
Retail
£m
Total
£m
2,146.9
1,598.6
926.2
4,671.7
2,229.2
6,900.9
127.8
62.6
55.6
246.0
35.4
281.4
(100.1)
181.3
–
181.3
11.2
(43.7)
148.8
(64.6)
84.2
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
Rest of the world
Group
£m
1,894.3
1,003.6
4,003.0
6,900.9
The Group’s non-current assets by location comprise intangible assets, property, plant and equipment, right-of-use assets,
joint ventures and associates, and are analysed as follows:
2021
UK
Rest of the world
Group
2021
Segment assets and liabilities
Segment assets
Other current assets
Other non-current assets
Segment liabilities
Other liabilities
Net assets from continuing operations
Net assets from discontinued operations
Total net assets
£m
275.1
933.3
1,208.4
Distribution
APAC
£m
Europe &
Africa
£m
Americas
£m
Total
Distribution
£m
Retail
£m
Total
£m
428.9
299.3
293.2
1,021.4
384.1
1,405.5
621.4
1,352.8
(633.9)
(283.3)
(296.4)
(1,213.6)
(354.1)
(1,567.7)
(790.4)
1,021.6
108.9
1,130.5
Segment assets include net inventory, receivables and derivative assets. Segment liabilities include payables, provisions
and derivative liabilities.
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F
I
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A
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E
N
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44.1
3.9
44.6
15.6
27.2
2.5
47.3
32.0
12.9
(12.9)
0.2
(1.9)
1.1
1.5
25.1
2021
£m
2.9
(67.3)
(12.2)
(3.4)
(20.1)
–
–
(100.1)
–
(100.1)
(1.5)
(101.6)
1 SEGMENTAL ANALYSIS CONTINUED
2021 from continuing operations
Other segment items
Capital expenditure:
– Property, plant and equipment
– Leased vehicles, rental machinery and equipment
– Right-of-use assets
– Intangible assets
Depreciation:
– Property, plant and equipment
– Leased vehicles, rental machinery and equipment
– 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
Europe &
Africa
£m
Americas
£m
Total
Distribution
£m
Retail
£m
Total
£m
10.7
1.8
29.1
4.1
7.7
2.0
25.3
11.5
–
–
0.1
–
0.3
–
10.7
10.7
2.0
2.0
4.6
5.3
0.2
5.6
13.2
–
–
–
0.4
0.6
–
4.7
6.8
0.1
7.4
2.8
5.5
0.3
8.3
3.3
12.9
(12.9)
0.1
0.3
–
1.5
6.3
28.2
3.9
38.5
11.5
18.5
2.5
39.2
28.0
12.9
(12.9)
0.2
0.7
0.9
1.5
21.7
15.9
–
6.1
4.1
8.7
–
8.1
4.0
–
–
–
(2.6)
0.2
–
3.4
Net provisions include inventory, trade receivables impairment and other liability provisions.
2 ADJUSTING ITEMS
From continuing operations
Other asset impairment reversals (see notes 12 and 13)
Disposal of businesses (see note 29)
Restructuring costs
Acquisition and integration costs
Accelerated amortisation (SaaS)
Other income
Gain on pension indexation
Total adjusting items in operating profit
Adjusting items in finance costs:
Net monetary loss on hyperinflation
Total adjusting items before tax
Tax on adjusting items (see note 8)
Total adjusting items
2022
£m
9.9
1.4
–
(41.7)
(12.6)
12.8
19.7
(10.5)
(29.6)
(40.1)
(0.9)
(41.0)
Other asset impairment reversals of £9.9m primarily relate to property, plant & equipment and right-of-use assets in the
UK and Australia. They have been reported as an adjusting item which is consistent with the reporting of the original
impairment charge.
During the year operating costs of £41.7m have been incurred in connection with the acquisition and integration of
businesses. These costs have been reported as adjusting items to better reflect the underlying performance of the business.
These primarily relate to the acquisitions of the Derco group and ITC/Simpson Motors in the Caribbean. For more details
on acquisitions made during the year, please refer to note 29.
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 was determined to
be Software as a Service (SaaS) and therefore the existing software assets no longer fall to be treated as an asset under
IAS 38 Intangible Assets, once the migration to the new solution has occurred. Consequently, the useful life of the existing
assets was reassessed and the impact 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
£12.6m (2021: £20.1m) has been disclosed as an adjusting item.
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
155
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
2 ADJUSTING ITEMS CONTINUED
In the first half of the year, the Group disposed of its remaining operations in Russia and, at the time, management
concluded that the value of the expected proceeds from disposal was £nil. In the second half of the year, the Group
received proceeds of £12.8m which has been reported as other income within continuing operations as the subsequent
receipt does not alter the initial (and reassessed) conclusion that no consideration was expected.
With effect from 1 April 2022, the Trustee of the Inchcape Motors Pension Scheme now uses the Consumer Prices Index (CPI)
instead of Retail Prices Index (RPI) for those elements of pensions from the Group, Motors and Normand sections that are
increased in line with RPI. We have concluded that the change in indexation represents a plan amendment and the
impact of the change in benefits payable of £19.7m should be recognised in the income statement as a past service cost.
Considering the magnitude and nature of the item, the impact on the income statement has been reported as an
adjusting item.
During the year, Ethiopia was designated as a hyperinflationary economy as its three-year cumulative inflation rate
exceeded 100%. As a result, IAS 29 Financial Reporting for Hyperinflationary Economies, became effective for the year
ended 31 December 2022. The results and financial position of Ethiopia have therefore been restated to include the effect
of indexation and the resulting £29.6m net monetary loss on hyperinflation has been recognised within net finance costs
and reported as an adjusting item.
In the year to 31 December 2021, the Group:
• disposed of businesses in the UK, Belgium & Luxembourg and Russia. The loss on disposal in Russia related to the sale
of Toyota and Audi retail operations in St. Petersburg. The reported loss included a loss of £108.0m relating to the recycling
of cumulative exchange differences previously recognised in other comprehensive income, as required under IFRS;
• incurred adjusting operating costs of £3.4m in connection with the acquisition and integration of businesses. These
primarily related to the Daimler business acquired in Guatemala; and
• 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 £12.2m of restructuring
costs were 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.
3 REVENUE AND EXPENSES
a. Revenue
An analysis of the Group’s revenue for the year is as follows:
From continuing operations
Sale of goods
Provision of services
2022
£m
7,576.3
556.4
8,132.7
2021
£m
6,456.2
444.7
6,900.9
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
From continuing operations
Distribution costs
Administrative expenses
Other operating expenses/(income)
Net operating
expenses
before
adjusting items
2022
£m
385.1
512.4
17.0
914.5
Adjusting
items
2022
£m
Net operating
expenses
2022
£m
–
43.0
(32.5)
10.5
385.1
555.4
(15.5)
925.0
Net operating
expenses before
adjusting items
2021
(restated)1
£m
Adjusting items
2021
£m
354.4
418.1
4.1
776.6
–
32.8
67.3
100.1
Net operating
expenses
2021
(restated)1
£m
354.4
450.9
71.4
876.7
1. The 2021 comparative figures above for distribution costs and administrative expenses contains a reclassification restatement of £29.5m between the line items
resulting from a prior year error.
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3 REVENUE AND EXPENSES CONTINUED
c. Profit/(loss) before tax is stated after the following charges/(credits):
From continuing operations
Depreciation of tangible fixed assets:
– Property, plant and equipment
– Leased vehicles, rental machinery and equipment
– Right-of-use assets
Amortisation of intangible assets
Impairment of goodwill
Reversal of impairment of distribution agreements
Impairment of other intangible assets
Reversal of impairment of property, plant and equipment
Impairment of right-of-use assets
Impairment of assets held for sale
Impairment of trade receivables
Profit on sale of property, plant and equipment and intangibles
2022
£m
32.5
7.9
55.1
23.1
–
–
–
(9.1)
1.9
–
6.1
(2.1)
2021
£m
27.2
2.5
47.3
32.0
12.9
(12.9)
0.2
(1.9)
1.1
1.5
2.6
(5.0)
Profit on the sale of property, plant and equipment in 2022 mainly relates to the sale of surplus assets in APAC (2021: profit
on sale of property, plant and equipment of surplus assets in the UK and APAC).
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:
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
From continuing operations
Wages and salaries
Social security costs
Other pension costs (see note 5)
Share-based payment charge (see note 4)
2022
£m
2.7
4.6
5.4
0.8
13.5
0.1
2022
£m
445.4
34.7
(4.8)
10.2
485.5
2021
£m
0.6
2.9
0.1
0.1
3.7
0.1
2021
(restated)1
£m
419.4
33.9
13.4
8.4
475.1
1. The 2021 comparative figures above have been restated due to an error in classification.
Other pension costs correspond to the current and past service cost and contributions to the defined contribution schemes
(see note 5). Included in other pension costs is a £19.7m past service credit as a result of changing the basis of indexation for
the Inchcape Motors Pension Scheme from the Retail Prices Index (RPI) to the Consumer Prices Index (CPI).
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 96 to 116 of this document. Information
on compensation of key management personnel is set out in note 32b.
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
157
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
3 REVENUE AND EXPENSES CONTINUED
f. Average monthly number of employees
APAC
Europe & Africa
Americas
Total Distribution
Retail
Central & Digital
Total
2022
Number
2021
Number
3,402
1,566
3,972
8,940
3,662
896
3,343
1,480
3,691
8,514
4,245
290
13,498
13,049
Following the acquisition of the Derco group, total employees of the Group have increased by approximately 4,800
employees.
158
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
I
I
S
S
T
T
R
R
A
A
T
T
E
E
G
G
C
C
R
R
E
E
P
P
O
O
R
R
T
T
G
G
O
O
V
V
E
E
R
R
N
N
A
A
N
N
C
C
E
E
F
I
N
A
N
C
A
L
I
S
T
A
T
E
M
E
N
T
S
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 £10.2m (2021: £8.4m), 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:
2022
Outstanding at 1 January
Granted
Exercised
Lapsed
Outstanding at 31 December
Exercisable at 31 December
2021
Outstanding at 1 January
Granted
Exercised
Lapsed
Outstanding at 31 December
Exercisable at 31 December
Weighted
average
exercise price*
Performance
Share Plan
Save As You
Earn Plan
Other
Share Plans
£4.53
£6.00
£4.62
4,967,050
2,068,892
1,130,883
1,975,716
685,472
766,006
(473,051)
(435,285)
(198,516)
£5.17
(1,361,774)
(262,301)
(327,664)
£4.92
£4.59
5,107,941
2,056,778
1,370,709
166,168
45,291
11,895
Weighted
average
exercise price*
£4.31
£7.31
£5.38
£4.58
£4.53
£5.52
Performance
Share Plan
Save As You
Earn Plan
Other
Share Plans
5,384,155
2,784,768
1,656,719
346,367
977,123
459,655
(522,594)
(349,320)
(145,891)
(1,551,230)
(712,923)
(160,004)
4,967,050
2,068,892
1,130,883
76,405
38,901
4,221
* 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 2022 is 1.4 years (2021:
2.3 years).
The range of exercise prices for options outstanding at the end of the year was £3.77 to £7.31 (2021: £3.77 to £7.31). 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 2022 and 31 December 2021:
Performance Share Plan
Save As You Earn Plan
Other Share Plans
2022
2021
2022
2021
2022
2021
Weighted average share price at
grant date
Weighted average share price at
date of exercise
Weighted average exercise price*
£6.52
£7.13
n/a
£7.93
£7.78
n/a
£7.06
£8.35
£6.13
£7.28
£6.00
£8.18
£7.31
£7.42
n/a
£8.24
£8.53
n/a
Vesting period
Expected volatility
3.0 years
3.0 years
3.0 years
3.0 years
2.7 years
2.5 years
n/a
n/a
33.9%
31.4%
n/a
n/a
Expected life of award
3.0 years
3.0 years
3.2 years
3.2 years
2.7 years
2.5 years
Weighted average risk-free rate
Expected dividend yield
Weighted average fair value per
option
n/a
n/a
n/a
n/a
4.4%
3.5%
£6.52
£7.93
£1.78
1.0%
3.8%
£2.15
n/a
n/a
n/a
n/a
£6.13
£8.24
* 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 2022 or 2021.
The expected life and volatility of the options are based upon historical data.
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
159
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 and Combined sections. In the first half of 2022, IMPS completed a partial scheme merger and implemented a
change to the indexation of benefits. Following the partial scheme merger, the assets and liabilities of the Motors, Normand
and Cash+ sections are now pooled (referred to as the Combined Section). It is expected that this pooling of risks will
reduce volatility.
With effect from 1 April 2022, the Trustee of IMPS now uses the Consumer Prices Index (CPI) instead of Retail Prices Index (RPI)
for those elements of pensions from the Group, Motors and Normand sections that are increased in line with RPI. We have
determined that the change in indexation represents a plan amendment and the impact of the change in benefits
payable of £19.7m should be recognised in the income statement as a past service cost. Considering the magnitude
and nature of the item, the impact on the income statement has been reported as an adjusting item.
The Group also operates the Inchcape Overseas Pension Scheme which is non-UK registered.
Benefit structure
The Group, Motors and Normand sections, which provide benefits linked to the final salary of members, are closed to
new members and closed to future benefit accrual. 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.
The Cash+ section is a defined benefit cash balance scheme. 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. 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.
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.
Scheme specific cash obligation/investment detail
Inchcape Motors Pension Scheme
Group, Motors, Normand and Cash+ sections (closed sections)
The Group considers two measures of the pension deficit. The accounting position is shown on the Group’s balance sheet.
The funding position, calculated at the triennial actuarial valuation, is used to agree contributions made to IMPS. The last
completed actuarial valuations for the Group, Motors, Normand and Cash+ sections were carried out as at 5 April 2019 on
a market-related basis. As part of the valuation process the Trustee and Group agreed future levels of contributions required
to be made by the Group to IMPS.
For the Group, Motors and Normand sections the valuations were 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.
160
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
I
I
S
S
T
T
R
R
A
A
T
T
E
E
G
G
C
C
R
R
E
E
P
P
O
O
R
R
T
T
G
G
O
O
V
V
E
E
R
R
N
N
A
A
N
N
C
C
E
E
F
I
N
A
N
C
A
L
I
S
T
A
T
E
M
E
N
T
S
5 PENSIONS AND OTHER POST-RETIREMENT BENEFITS CONTINUED
For the Cash+ section, the valuation was 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.
Following the partial scheme merger and change in indexation, IMPS was no longer in a shortfall position, and the Group
and Trustee agreed that Group contributions to IMPS could cease with effect from April 2022.
Along with many other UK pension schemes, the sharp increase in UK government bond yields in September 2022 created
operational and liquidity challenges for IMPS. These challenges were successfully managed and the Scheme’s asset
strategy held up robustly during this volatile period and, as a result, its funding position remained strong. IMPS has met all
collateral requirements throughout 2022 and has maintained its current level of protection to movements in interest rates
and inflation, without the need for any additional support (e.g. cash loan for collateral purposes) from the Company.
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. would 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 £13.2m (2021: £11.3m). There are no outstanding
contributions at 31 December 2022 (2021: 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.
e. Recognition of Pension Surplus ‘IFRIC 14’
The Group is not required to recognise any additional liabilities in relation to funding plans, or limit the recognition of any
surpluses, as the Group retains an unconditional right to any future economic benefits available by way of future refunds
or reduction in contributions.
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
United Kingdom
2022
%
n/a
2.5
4.8
3.3
2.6
2021
%
n/a
3.2
1.8
3.4
2.5
Overseas
2022
%
3.4
3.6
1.8
2.4
n/a
2021
%
3.5
1.8
1.3
1.6
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 22.7 years (2021: 22.6 years) for current pensioners
and 24.0 years (2021: 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.
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
161
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
5 PENSIONS AND OTHER POST-RETIREMENT BENEFITS CONTINUED
The asset/(liability) recognised in the consolidated statement of financial position is determined as follows:
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
2022
£m
(571.5)
667.6
96.1
(0.4)
95.7
2021
£m
(898.0)
980.5
82.5
(0.5)
82.0
103.8
(8.1)
95.7
133.1
(51.1)
82.0
Overseas
2022
£m
(35.0)
33.3
(1.7)
(0.9)
(2.6)
–
(2.6)
(2.6)
2021
£m
(37.1)
38.1
1.0
(0.8)
0.2
2.2
(2.0)
0.2
Total
2022
£m
2021
£m
(606.5)
700.9
(935.1)
1,018.6
94.4
(1.3)
93.1
103.8
(10.7)
93.1
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
2022
£m
–
19.7
(1.8)
(18.5)
21.7
21.1
2021
£m
–
–
(1.5)
(12.2)
12.5
(1.2)
2022
£m
(1.7)
–
–
(0.5)
0.5
(1.7)
2021
£m
(2.1)
–
–
(0.2)
0.2
(2.1)
2022
£m
(1.7)
19.7
(1.8)
(19.0)
22.2
19.4
The amounts recognised in the consolidated statement of comprehensive income are as follows:
Actuarial (losses)/gains on
liabilities:
– Experience (losses)/gains
– Changes in demographic
assumptions
– Changes in financial
assumptions
Actuarial (losses)/gains on assets:
– Experience (losses)/gains
United Kingdom
2022
£m
2021
£m
Overseas
2022
£m
2021
£m
Total
2022
£m
(19.9)
0.2
312.3
(302.4)
(9.8)
(3.7)
(6.5)
38.6
26.7
55.1
1.7
–
1.7
(5.7)
(2.3)
0.7
–
1.7
0.7
3.1
(18.2)
0.2
314.0
(308.1)
(12.1)
162
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
83.5
(1.3)
82.2
135.3
(53.1)
82.2
2021
£m
(2.1)
–
(1.5)
(12.4)
12.7
(3.3)
2021
£m
(3.0)
(6.5)
40.3
27.4
58.2
I
I
S
S
T
T
R
R
A
A
T
T
E
E
G
G
C
C
R
R
E
E
P
P
O
O
R
R
T
T
G
G
O
O
V
V
E
E
R
R
N
N
A
A
N
N
C
C
E
E
F
I
N
A
N
C
A
L
I
S
T
A
T
E
M
E
N
T
S
5 PENSIONS AND OTHER POST-RETIREMENT BENEFITS CONTINUED
Analysis of the movement in the net asset/(liability):
United Kingdom
Overseas
Total
At 1 January
Amount recognised in the
consolidated income statement
Contributions by employer
Actuarial (losses)/gains recognised
in the year
Effect of foreign exchange rates
At 31 December
2022
£m
82.0
21.1
2.4
(9.8)
–
95.7
2021
£m
21.6
(1.2)
6.5
55.1
–
82.0
2022
£m
0.2
(1.7)
1.0
(2.3)
0.2
(2.6)
Changes in the present value of the defined benefit obligation are as follows:
United Kingdom
Overseas
At 1 January
Current service cost
Past service cost
Interest expense on plan liabilities
Actuarial (losses)/gains:
– Experience (losses)/gains
– Changes in demographic
assumptions
– Changes in financial
assumptions
Benefits paid
Plan settlements
Effect of foreign exchange rate
changes
2022
£m
2021
£m
(898.5)
(950.2)
–
19.7
(18.5)
(19.9)
0.2
312.3
32.8
–
–
–
–
(12.2)
(3.7)
(6.5)
38.6
35.5
–
–
At 31 December
(571.9)
(898.5)
Changes in the fair value of the defined benefit asset are as follows:
2022
£m
(37.9)
(1.7)
–
(0.5)
1.7
–
1.7
4.9
–
2021
£m
(2.0)
(2.1)
1.1
3.1
0.1
0.2
2021
£m
(43.2)
(2.1)
–
(0.2)
0.7
–
1.7
4.8
0.3
2022
£m
82.2
19.4
3.4
(12.1)
0.2
93.1
Total
2022
£m
2021
£m
19.6
(3.3)
7.6
58.2
0.1
82.2
2021
£m
(936.4)
(993.4)
(1.7)
19.7
(19.0)
(18.2)
0.2
314.0
37.7
–
(2.1)
–
(12.4)
(3.0)
(6.5)
40.3
40.3
0.3
(4.1)
(35.9)
0.1
(37.9)
(4.1)
(607.8)
0.1
(936.4)
United Kingdom
Overseas
At 1 January
Interest income on plan assets
Scheme expenses
Actuarial (losses)/gains:
– Experience (losses)/gains
Contributions by employer
Benefits paid
Plan settlements
Effect of foreign exchange rate
changes
2022
£m
980.5
21.7
(1.8)
(302.4)
2.4
(32.8)
–
–
2021
£m
971.8
12.5
(1.5)
26.7
6.5
(35.5)
–
–
At 31 December
667.6
980.5
2022
£m
38.1
0.5
–
(5.7)
1.0
(4.9)
–
4.3
33.3
2021
£m
41.2
0.2
–
0.7
1.1
(4.8)
(0.3)
–
38.1
Total
2022
£m
2021
£m
1,018.6
1,013.0
22.2
(1.8)
(308.1)
3.4
(37.7)
–
4.3
700.9
12.7
(1.5)
27.4
7.6
(40.3)
(0.3)
–
1,018.6
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
163
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
5 PENSIONS AND OTHER POST-RETIREMENT BENEFITS CONTINUED
At the end of the reporting period, the percentages of the plan assets by category were as follows:
Equities (quoted)
Corporate bonds (quoted)
Government bonds
Investment funds (unquoted)
Other (quoted)
Other (unquoted)
United Kingdom
Overseas
Total
2022
4.0%
–
–
74.6%
–
21.4%
100%
2021
1.9%
–
–
63.1%
–
35.0%
100%
2022
50.2%
42.0%
0.6%
–
7.2%
–
100%
2021
52.5%
39.6%
0.3%
–
6.0%
1.6%
100%
2022
6.2%
2.0%
–
71.0%
0.3%
20.5%
100%
2021
3.8%
1.5%
–
60.8%
0.2%
33.7%
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).
The following disclosures relate to the Group’s defined benefit plans only.
f. 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.
g. 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 -1% (2021: -0.25%)
Discount rate +1% (2021: +0.25%)
CPI Inflation -0.25%
CPI Inflation +0.25%
Life expectancy +1 year
United Kingdom
2022
£m
+80.9
-65.9
-9.1
+10.3
+24.7
2021
£m
+38.5
-35.9
-10.5
+10.3
+46.9
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.
164
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
5 PENSIONS AND OTHER POST-RETIREMENT BENEFITS CONTINUED
h. Expected future cash flows
The Group paid approximately £2.4m to its UK defined benefit plans in 2022 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). Following the partial scheme
merger and change in indexation, IMPS was no longer in a shortfall position, and the Group and Trustee agreed that Group
contributions to IMPS could cease with effect from April 2022.
From 1 January 2021 (following the closure of the Cash+ section to future benefit accrual on 31 December 2021) 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.
6 FINANCE INCOME
From continuing operations
Bank and other interest receivable
Net interest income on post-retirement plan assets and liabilities
Sub-lease finance income (see note 13(b))
Other finance income
Total finance income
7 FINANCE COSTS
From continuing operations
Interest payable on bank borrowings
Interest payable on Private Placement
Finance costs on lease liabilities (see note 13(b))
Stock holding interest (see note 21)
Net monetary loss on hyperinflation
Other finance costs
Total finance costs
Total finance costs are analysed as follows:
From continuing operations
Finance costs excluding adjusting finance costs
Finance costs reported as adjusting items
Total finance costs
2022
£m
17.1
3.2
0.6
0.7
21.6
2022
£m
12.1
6.3
9.9
18.8
29.6
11.5
88.2
2022
£m
58.6
29.6
88.2
2021
£m
10.2
0.3
0.6
0.1
11.2
2021
£m
7.8
6.3
9.7
14.1
–
5.8
43.7
2021
£m
43.7
–
43.7
In 2022, in accordance with IAS 29 Financial Reporting in Hyperinflationary Economies, the results and financial position
of the Group’s operations in Ethiopia have been restated to the purchasing power or inflationary measuring unit current
at 31 December 2022. Therefore, finance costs include the loss on hyperinflation in respect of monetary items, which is
also treated as an adjusting item.
I
I
S
S
T
T
R
R
A
A
T
T
E
E
G
G
C
C
R
R
E
E
P
P
O
O
R
R
T
T
G
G
O
O
V
V
E
E
R
R
N
N
A
A
N
N
C
C
E
E
F
I
N
A
N
C
A
L
I
S
T
A
T
E
M
E
N
T
S
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
165
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
8 TAX
This note only provides information about corporate income taxes under IFRS. The Group operates in over 40 markets
and territories across the world. The Group pays and collects many different taxes in addition to corporate income taxes
including: payroll taxes, value added and sales taxes, property taxes, product-specific taxes and environmental taxes.
Such taxes borne by the Group are included in profit before tax.
From continuing operations
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 adjusted profit before tax
– Tax charge on adjusting items
Total tax charge
2022
£m
–
110.5
110.5
–
(5.5)
105.0
(6.8)
98.2
97.3
0.9
98.2
2021
£m
0.1
74.5
74.6
–
(6.1)
68.5
(3.9)
64.6
63.1
1.5
64.6
Details of the adjusting items for the year can be found in note 2. Not all of the adjusting items will be taxable or deductible
for tax purposes. Therefore, the tax charge on adjusting items represents the total of the current and deferred tax on only
those elements that are assessed as taxable or deductible.
a. Factors affecting the tax expense for the year
The effective tax rate for the year is 29.5% (2021: 43.4%). The effective tax rate on adjusted profit before tax is 26.1% (2021:
25.4%). The weighted average tax rate is 22.7% (2021: 27.1%). The weighted average tax rate comprises the average statutory
rates across the Group, weighted in proportion to accounting profits and losses before tax. The weighted average tax rate
is higher than the UK corporation tax rate primarily due to the geographic profile of the Group.
During the year, there was a net profit generated by the legal entities within the UK group and thus brought forward losses
were utilised. However, given current forecasts, no net deferred tax asset is recognised for the remaining losses and other
temporary differences within the UK.
The total tax charge in the current year also includes the impact of IAS 29 Financial Reporting for Hyperinflationary
Economies in relation to the financial position of Ethiopia (see note 2).
The table below explains the differences between the expected tax charge at the weighted average tax rate and the
Group’s total tax charge.
From continuing operations
Profit before tax
Profit before tax multiplied by the weighted average tax rate of 22.7% (2021: 27.1%)
– Permanent differences
– Non-taxable income
– Prior year items
– (Recognition)/derecognition of deferred tax assets
– Tax audits and settlements
– Taxes on undistributed earnings
– Other items (including tax rate differentials and changes)
– Goodwill impairment charge/(reversal) for the year (see note 11)
– Acquisition and disposals of businesses
– Other asset impairment charge/(reversal) for the year (see notes 11, 12 and 13)
– Adjustments for hyperinflation
Total tax charge
166
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
2022
£m
333.1
75.6
13.7
(3.5)
(1.3)
(2.4)
1.7
1.6
(2.3)
–
3.9
(1.0)
12.2
98.2
2021
£m
148.8
40.3
8.9
(3.0)
(0.1)
9.1
(4.5)
1.6
(0.3)
3.8
8.9
(0.1)
–
64.6
I
I
S
S
T
T
R
R
A
A
T
T
E
E
G
G
C
C
R
R
E
E
P
P
O
O
R
R
T
T
G
G
O
O
V
V
E
E
R
R
N
N
A
A
N
N
C
C
E
E
F
I
N
A
N
C
A
L
I
S
T
A
T
E
M
E
N
T
S
8 TAX CONTINUED
b. Factors affecting the tax expense of future years
The Group’s future tax charge, and effective tax rate, could be affected by several factors including; the resolution of audits
and disputes, changes in tax laws or tax rates, repatriation of cash from overseas markets to the UK, 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 charge.
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.
In December 2021, the Organisation for Economic Co-operation and Development (‘OECD’) published its Pillar Two Model
Rules relating to global minimum taxation, expected to apply from 2024, which will impact the future taxation of large
multinationals such as Inchcape. The Group will continue to monitor the development and future implementation of these
rules. However, at this time and as currently drafted, they are not expected to have a material impact on the Group.
The Group has published its approach to tax on www.inchcape.com covering its tax strategy and governance framework
in accordance with Schedule 19 Finance Act 2016.
9 EARNINGS PER SHARE
(Loss)/profit for the year
Non-controlling interests
Basic earnings
Loss/(profit) for the year from discontinued operations
Basic earnings from continuing operations attributable to owners of the parent
Adjusting items
Adjusted earnings from continuing operations
Basic earnings/(loss) per share:
Basic earnings per share from continuing operations
Basic (loss)/earnings per share from discontinued operations
Total basic (loss)/earnings per share
Diluted earnings/(loss) per share:
Diluted earnings per share from continuing operations
Diluted (loss)/earnings per share from discontinued operations
Total diluted (loss)/earnings per share
Adjusted earnings per share from continuing operations:
Basic Adjusted earnings per share from continuing operations
Diluted Adjusted earnings per share from continuing operations
2022
£m
(6.2)
(5.0)
(11.2)
241.1
229.9
41.0
270.9
61.1p
(64.1)p
(3.0)p
54.6p
(57.2)p
(2.6)p
72.0p
64.3p
2021
£m
121.9
(4.9)
117.0
(37.7)
79.3
101.6
180.9
20.3p
9.7p
30.0p
20.1p
9.5p
29.6p
46.3p
45.8p
2022
number
2021
number
Weighted average number of fully paid ordinary shares in issue during the year
377,146,960
391,136,363
Weighted average number of fully paid ordinary shares in issue during the year:
– Held by the Inchcape Employee Trust
(749,751)
(553,006)
Weighted average number of fully paid ordinary shares for the purposes of basic EPS
376,397,209
390,583,357
Dilutive effect of potential ordinary shares
44,733,701
4,506,362
Adjusted weighted average number of fully paid ordinary shares in issue during the year for
the purposes of diluted EPS
421,130,910
395,089,719
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.
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
167
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
9 EARNINGS PER SHARE CONTINUED
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. In 2022, dilutive potential ordinary
shares also include the shares to be issued in connection with the acquisition of the Derco group (see notes 25 and 29).
Basic Adjusted earnings (which excludes adjusting 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.
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.
10 DIVIDENDS
The following dividends were paid by the Group:
Interim dividend for the six months ended 30 June 2022 of 7.5p per share (30 June 2021: 6.4p
per share)
Final dividend for the year ended 31 December 2021 of 16.1p per share (31 December 2020:
6.9p per share)
2022
£m
28.0
60.7
88.7
2021
£m
25.1
27.1
52.2
A final proposed dividend for the year ended 31 December 2022 of 21.3p 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 2022.
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 2022, Inchcape plc’s
company-only distributable reserves were £520.9m. 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.
168
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
11 INTANGIBLE ASSETS
Cost
At 1 January 2021
Businesses acquired
Business sold
Additions
Disposals
Reclassifications
Retirements
Effect of foreign exchange rate changes
At 1 January 2022
Businesses acquired (see note 29)
Business sold
Additions
Disposals
Retirements
Effect of foreign exchange rate changes
At 31 December 2022
Accumulated amortisation and impairment
At 1 January 2021
Amortisation charge for the year
Impairment (charge)/reversal for the year
Business sold
Disposals
Reclassifications
Retirements
Effect of foreign exchange rate changes
At 1 January 2022
Amortisation charge for the year (note 3)
Business sold
Disposals
Retirements
Effect of foreign exchange rate changes
At 31 December 2022
Net book value at 31 December 2022
Net book value at 31 December 2021
I
I
S
S
T
T
R
R
A
A
T
T
E
E
G
G
C
C
R
R
E
E
P
P
O
O
R
R
T
T
G
G
O
O
V
V
E
E
R
R
N
N
A
A
N
N
C
C
E
E
F
I
N
A
N
C
A
L
I
S
T
A
T
E
M
E
N
T
S
Indefinite-life
intangible
assets1
£m
Computer
software &
Other2
£m
Total
£m
277.4
3.8
–
–
–
–
–
(24.2)
257.0
592.9
–
–
–
–
28.0
877.9
(30.8)
–
12.9
–
–
–
–
(0.1)
(18.0)
–
–
–
–
(2.2)
(20.2)
857.7
239.0
216.9
1,071.8
–
(4.1)
15.8
(2.5)
(2.9)
(2.2)
(4.4)
216.6
25.6
(28.6)
4.3
(1.3)
(94.7)
10.3
132.2
(156.7)
(33.0)
(0.2)
4.1
2.4
0.4
2.2
3.0
(177.8)
(23.1)
27.5
0.9
94.7
(8.4)
(86.2)
46.0
38.8
21.5
(34.7)
15.8
(2.5)
(2.9)
(2.2)
(41.1)
1,025.7
758.4
(112.3)
4.3
(1.3)
(94.7)
77.7
1,657.8
(646.0)
(33.0)
(0.2)
34.7
2.4
0.4
2.2
7.9
(631.6)
(23.1)
111.2
0.9
94.7
(35.9)
(483.8)
1,174.0
394.1
Goodwill
£m
577.5
17.7
(30.6)
–
–
–
–
(12.5)
552.1
139.9
(83.7)
–
–
–
39.4
647.7
(458.5)
–
(12.9)
30.6
–
–
–
5.0
(435.8)
–
83.7
–
–
(25.3)
(377.4)
270.3
116.3
1. Indefinite-life intangible assets comprise distribution agreements and acquired brands for which there is no foreseeable limit to the period over which they are
expected to generate net cash inflows.
2. Included in computer software and other is acquired customer relationships.
There were no impairment charges or reversals during the year (2021: £0.2m). At 31 December 2022, computer software
under development was £6.2m (2021: £17.5m).
Goodwill and indefinite-life intangible assets
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 CGU groups that are expected to benefit from the cash flows associated with the relevant agreements.
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
169
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
11 INTANGIBLE ASSETS CONTINUED
These 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:
Goodwill
Retail
Europe & Africa Distribution
CGU group
UK – Retail
Baltics – BMW
Kenya
Americas – Daimler
Americas Distribution
Central America – Suzuki
Americas – Hino/Subaru/JLR/Volvo/Porsche1
APAC Distribution
Caribbean
Americas – Derco
Singapore
Guam
1. From 2022, the goodwill arising from the acquisition of the Ditec business has been included in this CGU group (see note 29a).
Distribution agreements
CGU group
Europe & Africa Distribution Baltics – BMW
Americas – Daimler
Americas – Hino/Subaru/JLR/Volvo/Porsche1
Americas Distribution
Central America – Suzuki
Caribbean
Americas – Derco
2022
£m
2.6
6.1
1.3
6.5
47.4
27.7
0.1
130.6
25.0
23.0
270.3
2022
£m
28.6
30.8
158.5
73.7
30.1
536.0
857.7
2021
£m
–
5.8
1.1
5.8
39.8
24.8
–
–
22.3
16.7
116.3
2021
£m
27.2
29.7
116.3
65.8
–
–
239.0
1. From 2022, the distribution rights to Porsche, Volvo and Jaguar Land Rover that were acquired as part of the acquisition of the Ditec business have been
included in this CGU group (see note 29a).
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 2022. The
recoverable amounts of the Group’s Americas – Derco CGU groups, including its identified assets and liabilities, were
determined based on fair value less costs of disposal due to the acquisition date coinciding with the reporting date.
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.
Site-based assets (property, plant and equipment and right-of-use assets) are first tested for impairment individually before
being included in the impairment tests as a component of the carrying value of a CGU group. If the carrying amount of
a CGU group exceeds its recoverable amount, an impairment loss is recognised and allocated between the assets of the
CGU group to reduce the carrying amount. This allocation is initially applied to the carrying amount of goodwill allocated
to the CGU group. If a further impairment charge still remains, then this is allocated to other assets in the CGU group on
a pro-rata basis.
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, based on external sources where appropriate. 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 expectations about continuing relationships with key brand partners.
170
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
11 INTANGIBLE ASSETS CONTINUED
The impact of climate change on the future cashflows has been considered. The group scenario analysis performed as
part of the Task Force Climate-Related Financial Disclosures (TCFD) report identified five prioritised risks and opportunities
in a 1.5°C and a 4°C scenario, and factored in to the impairment assessment where accurately quantifiable . Further details
on the climate change risks and opportunities can be found on pages 44 to 54.
For all CGU groups, 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 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.
Cash flows are discounted back to present value using a discount rate specific to each CGU group. 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.
The Group applies post-tax discount rates to post-tax cash flows as the valuation calculated using this method closely
approximates to applying pre-tax discount rates to pre-tax cash flows.
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 significant
CGU groups are shown below:
Goodwill:
2022
Pre-tax discount rate (%)
Long-term growth rate (%)
2021
Pre-tax discount rate (%)
Long-term growth rate (%)
Indefinite-life intangible assets:
2022
Pre-tax discount rate (%)
Long-term growth rate (%)
2021
Pre-tax discount rate (%)
Long-term growth rate (%)
Baltics
8.1
1.9
Americas –
Daimler
15.8
3.2
Americas –
Hino/Subaru/
JLR/Volvo/
Porsche
12.2
2.9
Baltics
6.9
2.1
Americas –
Daimler
Americas –
Hino/Subaru
12.9
2.3
10.6
2.9
Baltics –
BMW
Americas –
Daimler
Americas –
Hino
Americas –
Subaru
Americas –
JLR/Volvo/
Porsche
Central
America –
Suzuki
8.1
1.9
15.8
3.2
13.4
3.1
12.2
3.0
11.8
3.0
14.1
2.6
Baltics –
BMW
Americas –
Daimler
Americas –
Hino
Americas –
Subaru
Americas –
JLR/Volvo/
Porsche
Central
America –
Suzuki
6.9
2.1
12.9
2.3
11.9
3.1
11.0
3.1
–
–
11.7
2.5
Central
America –
Suzuki
14.1
2.6
Central
America –
Suzuki
11.7
2.5
Caribbean
13.6
3.0
Caribbean
–
–
I
I
S
S
T
T
R
R
A
A
T
T
E
E
G
G
C
C
R
R
E
E
P
P
O
O
R
R
T
T
G
G
O
O
V
V
E
E
R
R
N
N
A
A
N
N
C
C
E
E
F
I
N
A
N
C
A
L
I
S
T
A
T
E
M
E
N
T
S
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
171
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
11 INTANGIBLE ASSETS CONTINUED
Central America – Suzuki
In 2021, trading momentum was above management expectations with revenue tracking above 2020 levels and
profitability exceeding original projections as the region recovered from the Covid-19 pandemic. Based on the impairment
assessment carried out, forecast assumptions continued to expect the business to grow and improve its profitability over
the forecast period. 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
management’s best estimated of the consequences of the net risks and opportunities resulting from climate change.
The 2021 impairment models for the Central America – Suzuki CGU group had two contrasting outcomes. The assessment
performed over the Suzuki distribution agreement indicated an amount of headroom of £12.9m and therefore a partial
reversal of the charge taken in 2020 was required. Conversely, the goodwill model indicated a further impairment of
goodwill was required of £12.9m. This re-classification of impairment charges/reversals on the balance sheet was 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 group.
As at 31 December 2022, the recoverable amount of the CGU group was £155.8m. The recoverable value of the CGU group
was determined based on value in use calculations, consistent with the approach used as at 31 December 2021. Cash flows
were discounted back to present value using a pre-tax discount rate of 14.1% (2021: 11.7%).
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 for Central America – Suzuki using
reasonably possible changes in these key assumptions. The sensitivities have been selected based on the inherent business
volatility and the metrics that closely align to the consequences of climate change risks and opportunities detailed on
pages 44 to 54.
Revenue CAGR (%)
Average gross margin (%)
Pre-tax discount rate (%)
Long-term growth rate (%)
Increase/(decrease) in
assumption
Impairment
charge
£m
Impairment
credit
£m
(1.0%)/1.0%
(0.5%)/0.5%
1.0%/(1.0%)
(0.5%)/0.5%
(16.2)
(9.6)
(17.7)
(5.0)
18.2
9.6
22.8
5.6
Other CGUs
The Group’s value in use calculations are sensitive to a change in the key assumptions used. However, with the exception of
the Group’s business in the Baltics, 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 other CGU groups. The value in use calculations for the distribution
agreement in the Baltics currently exceed the carrying value by 25%. A 1.1% increase in the discount rate or a 2.0% reduction
in the long-term growth rate, while holding all other assumptions constant, would eliminate this headroom.
172
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
Plant,
machinery and
equipment
Leased
vehicles, rental
machinery and
equipment
Subtotal
12 PROPERTY, PLANT AND EQUIPMENT
Cost
At 1 January 2021
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 2022
Opening balance hyperinflation adjustment
Businesses acquired (see note 29)
Businesses sold (see note 29)
Additions
Disposals
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 2022
Accumulated depreciation and impairment
At 1 January 2021
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
Land and
buildings
£m
721.4
–
(15.8)
24.9
(30.3)
–
–
(6.0)
(1.4)
(17.7)
675.1
20.3
82.7
(63.4)
17.2
(8.8)
–
–
(19.5)
41.1
744.7
(221.5)
4.7
(12.4)
1.9
11.5
–
–
6.0
(0.1)
5.6
£m
247.5
0.5
(3.2)
24.5
(8.6)
2.9
(0.4)
(1.2)
(0.4)
(7.5)
254.1
13.9
33.8
(42.5)
46.4
(25.6)
–
(2.7)
(2.6)
24.4
299.2
(189.8)
1.7
(17.6)
–
8.1
(0.4)
0.2
1.2
–
4.8
At 1 January 2022
(204.3)
(191.8)
Opening balance hyperinflation adjustment
Businesses sold (see note 29)
Depreciation charge for the year
Impairment reversal for the year
Disposals
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 2022
Net book value at 31 December 2022
Net book value at 31 December 2021
(2.6)
28.6
(13.7)
8.3
2.5
–
–
5.9
(15.2)
(190.5)
554.2
470.8
(8.0)
12.5
(20.0)
0.8
24.6
–
2.7
0.6
(13.2)
(191.8)
107.4
62.3
£m
968.9
0.5
(19.0)
49.4
(38.9)
2.9
(0.4)
(7.2)
(1.8)
(25.2)
929.2
34.2
116.5
(105.9)
63.6
(34.4)
–
(2.7)
(22.1)
65.5
1,043.9
(411.3)
6.4
(30.0)
1.9
19.6
(0.4)
0.2
7.2
(0.1)
10.4
(396.1)
(10.6)
41.1
(33.7)
9.1
27.1
–
2.7
6.5
(28.4)
(382.3)
661.6
533.1
£m
19.4
5.4
–
3.9
–
–
(6.6)
–
–
0.2
22.3
–
59.6
–
12.9
–
(9.7)
–
–
2.8
87.9
(7.2)
–
(2.5)
–
–
–
2.5
–
–
(0.2)
(7.4)
–
–
(7.9)
–
–
3.8
–
–
(1.2)
(12.7)
75.2
14.9
I
I
S
S
T
T
R
R
A
A
T
T
E
E
G
G
C
C
R
R
E
E
P
P
O
O
R
R
T
T
G
G
O
O
V
V
E
E
R
R
N
N
A
A
N
N
C
C
E
E
F
I
N
A
N
C
A
L
I
S
T
A
T
E
M
E
N
T
S
Total
£m
988.3
5.9
(19.0)
53.3
(38.9)
2.9
(7.0)
(7.2)
(1.8)
(25.0)
951.5
34.2
176.1
(105.9)
76.5
(34.4)
(9.7)
(2.7)
(22.1)
68.3
1,131.8
(418.5)
6.4
(32.5)
1.9
19.6
(0.4)
2.7
7.2
(0.1)
10.2
(403.5)
(10.6)
41.1
(41.6)
9.1
27.1
3.8
2.7
6.5
(29.6)
(395.0)
736.8
548.0
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
173
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 ‘leased vehicles, rental machinery and equipment’ in the table above.
The book value of land and buildings is analysed between:
Freehold
Leasehold with over 50 years unexpired
Short leasehold
2022
£m
397.6
61.1
95.5
554.2
2021
£m
325.7
41.6
103.5
470.8
Land and buildings include properties with a net book value of £5.3m (2021: £4.3m) that are let to third parties on a short-
term basis.
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. 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 £7.2m were required against site and other assets,
principally in relation to UK and Australia (2021: £0.6m UK and Australia).
Computer software
Property, plant and equipment
Right-of-use assets
At 31 December
2022
£m
–
(9.1)
1.9
(7.2)
2021
£m
0.2
(1.9)
1.1
(0.6)
Included within the asset net impairment reversal of £9.1m is an impairment reversal of £9.7m and an impairment charge
of £0.6m. The impairment reversal primarily arose in the UK and Australia, 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.
Impairment reversals have been reported as adjusting items which is consistent with the treatment of the original
impairments (see note 2).
The presence of potential physical risks arising from climate change to the Group’s key operational sites in the short to
medium term has been reviewed and no assets have been impaired as a result of this exercise.
174
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
I
I
S
S
T
T
R
R
A
A
T
T
E
E
G
G
C
C
R
R
E
E
P
P
O
O
R
R
T
T
G
G
O
O
V
V
E
E
R
R
N
N
A
A
N
N
C
C
E
E
F
I
N
A
N
C
A
L
I
S
T
A
T
E
M
E
N
T
S
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,
and South America. 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 2021
Businesses acquired
Business sold
Additions
Lease payments at or before commencement date
Derecognition
Remeasurement
Effect of foreign exchange rate changes
At 1 January 2022
Opening balance hyperinflation adjustment
Businesses acquired
Business sold
Additions
Lease payments at or before commencement date
Derecognition
Remeasurement
Reclassified to assets held for sale
Effect of foreign exchange rate changes
At 31 December 2022
Accumulated depreciation and impairment
At 1 January 2021
Business sold
Depreciation charge for the year
Derecognition
Impairment charge for the year
Effect of foreign exchange rate changes
At 1 January 2022
Opening balance hyperinflation adjustment
Business sold
Depreciation charge for the year
Derecognition
Impairment charge for the year
Effect of foreign exchange rate changes
At 31 December 2022
Net book value at 31 December 2022
Net book value at 31 December 2021
Land and
buildings
£m
582.3
1.9
(9.7)
41.4
2.4
(31.9)
27.7
(17.9)
596.2
1.0
149.4
(25.1)
33.0
0.2
(22.4)
24.9
0.4
42.8
800.4
(326.5)
0.1
(48.5)
30.3
(1.1)
10.0
Other
£m
4.3
–
–
0.9
–
(2.5)
–
(0.3)
2.4
–
0.3
–
1.4
–
Total
£m
586.6
1.9
(9.7)
42.3
2.4
(34.4)
27.7
(18.2)
598.6
1.0
149.7
(25.1)
34.4
0.2
(1.2)
(23.6)
–
–
0.2
3.1
(2.8)
–
(1.4)
2.5
–
0.2
24.9
0.4
43.0
803.5
(329.3)
0.1
(49.9)
32.8
(1.1)
10.2
(335.7)
(1.5)
(337.2)
(0.1)
12.8
(55.3)
21.8
(1.9)
(24.8)
(383.2)
417.2
260.5
–
–
(0.9)
1.2
–
0.1
(1.1)
2.0
0.9
(0.1)
12.8
(56.2)
23.0
(1.9)
(24.7)
(384.3)
419.2
261.4
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
175
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
13 RIGHT-OF-USE ASSETS AND LEASE LIABILITIES CONTINUED
Asset impairment charges total £1.9m (2021: impairment charge of £1.1m). Further details on the impairment of right-of-use
assets are disclosed in note 12.
Remeasurements of £24.9m were made to leases during the year, primarily in the UK and APAC, due to either a change in
the lease term or a change in an index or rate applicable to the underlying lease (2021: £27.7m, primarily in Northern Europe
and APAC). Lease liabilities are also remeasured if there is a change in the assessment of whether a purchase, lease-term
extension or termination option will be exercised, exposure to potential variable lease payments during the life of the lease
together with any additional liability being present as a result of entering new lease commitments which have not
commenced as at the balance sheet date. All known exposure as at the balance sheet date has been captured in the
£24.9m of remeasurements.
Lease liabilities
Current
Non-current
At 31 December
b. Amounts recognised in the consolidated income statement
Depreciation of right-of-use assets
Impairment charge for 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
2022
£m
2021
£m
83.4
416.0
499.4
56.5
267.6
324.1
2022
£m
56.2
1.9
9.9
6.1
1.5
–
(0.6)
(1.7)
2022
£m
10.2
64.0
2021
£m
49.9
1.1
9.7
3.7
0.8
(0.3)
(0.6)
(1.0)
2021
£m
10.5
59.3
176
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
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 219 to 227.
Amounts recognised in the statement of financial position in respect of joint ventures and associates are as follows:
At 1 January
Businesses acquired (see note 29)
Additions
Share of loss after tax of joint ventures and associates
Share of other comprehensive income of joint ventures and associates
Effect of foreign exchange rate changes
At 31 December
Net assets of joint ventures and associates
Current assets
Non-current assets
Total assets
Current liabilities
Non-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
Businesses acquired
Additions
Other comprehensive income/(loss) for the year
Closing net assets at 31 December
Carrying value of interest in joint ventures and associates
2022
£m
4.9
11.0
6.2
(0.6)
0.5
0.2
22.2
2022
£m
169.3
15.8
185.1
(138.6)
(2.1)
(140.7)
44.4
2022
£m
–
(1.7)
(1.7)
0.5
(1.2)
2022
£m
9.8
(1.2)
22.0
12.4
1.4
44.4
22.2
I
I
S
S
T
T
R
R
A
A
T
T
E
E
G
G
C
C
R
R
E
E
P
P
O
O
R
R
T
T
G
G
O
O
V
V
E
E
R
R
N
N
A
A
N
N
C
C
E
E
F
I
N
A
N
C
A
L
I
S
T
A
T
E
M
E
N
T
S
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
During the year, the Group invested £6.2m in Inchcape Financial Services Australia Pty Ltd, a captive finance company.
As at 31 December 2022, no guarantees were provided in respect of joint ventures and associates’ borrowings (2021: £nil).
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
177
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
15 FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME
At 1 January
Businesses acquired
Net fair value (losses)/gains 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
2022
£m
5.0
0.1
(1.5)
(0.1)
3.5
2022
£m
0.2
3.3
3.5
2022
£m
3.2
0.3
3.5
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
‘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.
178
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
I
I
S
S
T
T
R
R
A
A
T
T
E
E
G
G
C
C
R
R
E
E
P
P
O
O
R
R
T
T
G
G
O
O
V
V
E
E
R
R
N
N
A
A
N
N
C
C
E
E
F
I
N
A
N
C
A
L
I
S
T
A
T
E
M
E
N
T
S
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
2022
£m
443.5
(17.2)
426.3
205.3
20.4
96.5
68.3
816.8
2021
£m
194.7
(11.6)
183.1
55.6
29.6
8.4
47.4
324.1
2022
£m
13.9
–
13.9
8.4
0.7
–
30.4
53.4
2021
£m
11.5
–
11.5
8.0
0.9
–
25.0
45.4
Other receivables includes buyback and indemnity assets, interest, sublease and sundry receivables. These relate to
premiums receivable from insurance companies, and rental and utilities deposits. The breakdown of other receivables
is as follows:
Buyback assets
Indemnity assets
Interest receivable
Sublease receivables
Other
Current
Non-current
2022
£m
12.0
9.1
1.0
1.6
44.6
68.3
2021
£m
9.9
10.0
0.3
1.7
25.5
47.4
2022
£m
8.0
–
–
13.5
8.9
30.4
2021
£m
6.9
–
–
14.2
3.9
25.0
Trade receivables representing amounts due from customers, including finance houses, OEMs, third-party dealers and
insurance companies are split by reporting segment as follows:
APAC
Europe & Africa
Americas
Retail
Less: allowance for expected credit losses
At 31 December, the analysis of trade receivables is as follows:
2022
£m
84.2
109.8
224.7
38.7
457.4
(17.2)
440.2
2021
£m
62.3
61.2
46.3
36.4
206.2
(11.6)
194.6
2022
Gross trade receivables
Expected credit loss allowance
Net carrying amount
2021
Gross trade receivables
Expected credit loss allowance
Net carrying amount
Total
£m
457.4
(17.2)
440.2
Total
£m
206.2
(11.6)
194.6
Current
£m
254.3
(2.1)
252.2
Current
£m
102.0
(0.2)
101.8
0 – 30 days
30 – 90 days
> 90 days
£m
109.5
(0.7)
108.8
£m
52.8
(0.8)
52.0
£m
40.8
(13.6)
27.2
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
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
179
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
16 TRADE AND OTHER RECEIVABLES CONTINUED
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
2022
£m
(11.6)
(6.1)
0.4
0.8
0.1
(0.8)
(17.2)
2021
£m
(10.4)
(2.6)
0.4
0.1
0.2
0.7
(11.6)
The expected credit loss for accrued income and other receivables is not significant.
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.
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 Financial Instruments 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 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.
180
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
I
I
S
S
T
T
R
R
A
A
T
T
E
E
G
G
C
C
R
R
E
E
P
P
O
O
R
R
T
T
G
G
O
O
V
V
E
E
R
R
N
N
A
A
N
N
C
C
E
E
F
I
N
A
N
C
A
L
I
S
T
A
T
E
M
E
N
T
S
17 DEFERRED TAX
Pension
and other
post-
retirement
benefits
£m
Cash flow
hedges
£m
Share-
based
payments
£m
Tax
losses
£m
Accelerated
tax
depreciation
£m
Provisions
and other
timing
differences
£m
Indefinite life
intangible
assets £m
Net deferred tax (liability)/asset
At 1 January 2021
(6.9)
1.9
1.2
15.6
7.3
18.0
(63.0)
IFRS 16
£m
17.3
Total
£m
(8.6)
2.0
(9.9)
11.9
9.1
(5.0)
(0.7)
3.9
(3.5)
–
–
–
–
0.9
(13.1)
(0.5)
1.6
12.7
–
–
–
–
(0.1)
(23.6)
(0.2)
1.2
–
–
–
4.8
–
(0.4)
(0.6)
18.3
–
–
–
0.1
(0.5)
18.8
0.7
–
0.1
(0.3)
(2.1)
25.5
–
–
–
–
(0.1)
1.5
–
–
–
0.7
0.1
(0.6)
6.5
(61.5)
(0.7)
15.8
2.3
(0.7)
–
–
–
–
(4.0)
(0.1)
–
(0.2)
(4.3)
(4.5)
(0.2)
1.1
0.4
(4.1)
12.1
0.4
1.6
6.8
(Charged)/credited to
the consolidated income
statement (continuing
operations)
(Charged)/credited to
the consolidated income
statement (discontinued
operations)
(Charged)/credited to equity
and other comprehensive
income
Businesses acquired
Business sold
Effect of foreign exchange
rate changes
At 1 January 2022
Adjustments for
hyperinflation
(Charged)/credited to
the consolidated income
statement (continuing
operations)
(Charged)/credited to
the consolidated income
statement
(discontinued operations)
Credited/(charged) to equity
and other comprehensive
income
Businesses acquired
Business sold
Effect of foreign exchange
rate changes
–
–
0.4
–
–
–
(9.3)
(0.1)
–
0.1
–
–
–
–
0.1
6.0
(0.3)
(0.1)
1.2
0.4
2.0
(1.3)
0.7
20.2
–
(19.5)
0.2
0.1
(8.6)
–
9.2
1.8
2.8
52.5
–
–
(0.1)
0.7
–
(8.5)
(157.4)
(0.9) (166.7)
–
(0.1)
0.6
(7.3)
0.3
(3.2)
(225.8)
16.4 (175.3)
2022
£m
80.0
(255.3)
(175.3)
2021
£m
67.4
(68.1)
(0.7)
At 31 December 2022
(27.7)
(8.3)
Analysed as:
Deferred tax assets
Deferred tax liabilities
Measured at relevant local statutory rates, the Group has an unrecognised deferred tax asset of £45m (2021: £39m) relating
to tax relief on trading losses. The unrecognised asset represents £174m (2021: £160m) of losses which exist within legal entities
where forecast taxable profits are not probable in the foreseeable future. Unrecognised tax losses totalling £7.3m (2021:
£3.1m) will expire within 5 years and £3.9m (2021: £nil) will expire in more than 5 years.
The Group has unrecognised deferred tax assets of £44m (2021: £44m) relating to capital losses. The asset represents
£177m (2021: £177m) of losses at the UK standard rate. The key territory holding the losses is the UK.
The Group has unrecognised deferred tax assets of £20m (2021: £26m) relating to other deductible temporary differences.
The deferred tax asset on tax trading losses of £20.2m (2021: £18.3m) relates to territories and entities where future taxable
profits are considered probable.
The net deferred tax asset relating to the UK group of companies remains unrecognised as at 31 December 2022. Therefore,
no deferred tax charges or credits are recorded in the consolidated income statement or consolidated statement of other
comprehensive income in relation to temporary differences arising in the period for these companies (2021: the deferred tax
charge on UK pension actuarial movements through other comprehensive income was offset by recognition of a deferred
tax credit on losses).
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
181
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
17 DEFERRED TAX CONTINUED
The net deferred tax asset on provisions and other timing differences is principally made up of a deferred tax liability on
non-qualifying property £9.6m (2021: £12.5m) offset by deferred tax assets on trade related accounting provisions and other
items in the Group’s operating companies £62.1m (2021: £38.0m).
The deferred tax liability of £225.8m (2021: £61.5m) on indefinite life intangible assets, comprising distribution agreements and
acquired brands, has been recorded as a result of the business acquisitions in the current and prior periods (see note 29).
Relevant tax laws largely exempt receipt of dividends from tax. A tax liability is more likely to arise in respect of withholding
taxes levied by overseas jurisdictions. No deferred tax liability has been recognised in respect of £188m (2021: £173m) of
post-acquisition unremitted earnings of subsidiaries because the Group controls the timing of the reversal of the temporary
difference and it is probable that the temporary difference will not reverse in the next 12 months. Deferred tax is provided
when there is an intention to distribute earnings and a tax liability arises. It is not practicable to estimate the amount of
unrecognised deferred tax liabilities in respect of these unremitted earnings.
18 INVENTORIES
Raw materials and work in progress
Finished goods and merchandise
2022
£m
82.0
2,293.8
2,375.8
2021
£m
46.9
1,087.8
1,134.7
Vehicles held on consignment which are in substance assets of the Group amount to £60.1m (2021: £55.5m). 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 £57.7m (2021: £48.4m) 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 £6,846.4m (2021: £6,278.1m). The write-down of inventory to net realisable
value recognised as an expense during the year was £1.8m (2021: expense of £0.9m). 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
2022
£m
640.7
423.5
1,064.2
2021
£m
501.8
94.6
596.4
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
2022, the weighted average floating rate was 3.0% (2021: 0.4%).
£91.4m (2021: £71.8m) 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 2022, short-term deposits have a weighted average period to maturity of 5 days (2021: 10 days).
20 ASSETS AND LIABILITIES HELD FOR SALE AND DISPOSAL GROUP
Assets classified as held for sale and disposal group
2022
£m
19.0
2021
£m
4.8
Assets held for sale relate to surplus properties in the United Kingdom and Australia which are actively marketed with a view
to sale.
In 2021, assets held for sale were stated net of an impairment charge of £1.5m which was reported as a non-adjusting
charge in the income statement following the subsequent write-down of the asset to fair value less costs to sell.
182
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
I
I
S
S
T
T
R
R
A
A
T
T
E
E
G
G
C
C
R
R
E
E
P
P
O
O
R
R
T
T
G
G
O
O
V
V
E
E
R
R
N
N
A
A
N
N
C
C
E
E
F
I
N
A
N
C
A
L
I
S
T
A
T
E
M
E
N
T
S
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
2022
£m
418.0
105.4
1,422.5
65.8
395.5
155.9
334.9
2021
£m
166.6
93.6
851.0
40.3
280.3
78.5
38.0
2,898.0
1,548.3
2022
£m
–
1.0
–
–
1.8
34.8
22.8
60.4
2021
£m
–
1.8
–
–
2.3
51.6
7.5
63.2
Other payables include a dividend liability of £208.3m due to the former owners of the Derco group which represents the
amount due in respect of a pre-completion dividend that remained unpaid at the balance sheet date and is due to be
paid in four instalments during 2023. Other payables also include a liability of £59.8m which represents a contractual liability
to minority shareholders in Derco group companies that was settled in early January 2023.
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 2022,
amounts outstanding under vehicle funding facilities and on which interest was payable were subject to a weighted
average interest rate of 3.7% (2021: 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.
Included within deferred income are the following balances:
Extended warranties
Service packages
Other services
2022
£m
45.3
57.5
87.9
190.7
2021
£m
44.0
49.8
36.3
130.1
Revenue recognised in 2022 that was included in deferred revenue at the beginning of the year was £77.1m (2021: £47.8m).
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. Included within other services is £54.3m that relates to amounts received from customers
for goods not yet delivered.
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
183
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
22 PROVISIONS
At 1 January 2022
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 2022
Product
warranty
Leasehold
Litigation
£m
27.6
4.7
–
22.5
(1.3)
–
(3.9)
1.6
51.2
£m
8.4
–
–
1.3
(0.9)
–
(0.1)
0.5
9.2
£m
3.4
1.1
(0.9)
2.5
(0.7)
–
(0.1)
0.2
5.5
Other
£m
18.9
5.1
(0.5)
22.8
(1.0)
0.1
(9.5)
1.5
37.4
Inflation and expected future movements in prices have been considered in calculating provisions where relevant.
Analysed as:
Current
Non-current
2022
£m
56.6
46.7
103.3
Total
£m
58.3
10.9
(1.4)
49.1
(3.9)
0.1
(13.6)
3.8
103.3
2021
£m
34.9
23.4
58.3
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 Leases. 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 and provisions relating to restructuring
activities of £2.5m (2021: £4.7m). Acquisition and disposal related provisions total £6.1m (2021: £3.5m), 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.
Climate change
The group has reviewed its provisions and concluded that no adjustments need to be made for climate change risks,
nor that any new provisions need to be recognised for climate-related matters.
184
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
I
I
S
S
T
T
R
R
A
A
T
T
E
E
G
G
C
C
R
R
E
E
P
P
O
O
R
R
T
T
G
G
O
O
V
V
E
E
R
R
N
N
A
A
N
N
C
C
E
E
F
I
N
A
N
C
A
L
I
S
T
A
T
E
M
E
N
T
S
23 BORROWINGS
2022
Current
Bank overdrafts
Bank loans
Non-current
Bank loans
Private Placement
Total borrowings
Floating rate
Fixed rate
Weighted
average
effective
interest rate
%
3.8%
6.1%
5.6%
4.0%
–
4.0%
4.2%
£m
14.1
63.1
77.2
625.0
–
625.0
702.2
Weighted
average
effective
interest rate
%
–
8.9%
8.9%
13.0%
3.0%
5.2%
7.5%
£m
–
469.1
469.1
60.6
210.0
270.6
739.7
Total interest
bearing
£m
On which
no interest
is paid
£m
14.1
532.2
546.3
685.6
210.0
895.6
1,441.9
–
–
–
–
–
–
–
Bank overdrafts include £14.1m (2021: £7.6m) 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
7.6
–
7.6
%
–
–
–
£m
–
210.0
210.0
%
–
3.0
3.0
£m
7.6
210.0
217.6
On which
no interest
is paid
£m
–
–
–
2021
Current
Bank overdrafts
Non-current
Private Placement
Total borrowings
2022
Total
£m
14.1
532.2
546.3
685.6
210.0
895.6
1,441.9
2021
Total
£m
7.6
210.0
217.6
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 2022, the committed funding facilities of the Group comprised a syndicated revolving credit facility of
£700m (2021: £700m), sterling Private Placement loan notes totalling £210m (2021: £210m), a bridge facility of £350m (2021:
£nil) and a term facility of £250m (2021: £nil). At 31 December 2022, the bridge and term facilities were fully drawn and the
syndicated revolving credit facility was undrawn (2021: undrawn).
In July 2022, the Group entered into a facilities agreement with two banks comprising a £350m bridge facility and a £250m
term loan facility. The bridge facility has an initial term of 12 months commencing from 29 December 2022, but the term is
extendable at Inchcape’s option by up to 12 months. The term loan has a term of 2 years commencing from 29 December
2022. The term and bridge facilities were fully drawn as at 31 December 2022 and have been disclosed as non-current
borrowings.
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 first extension option in February
2020 resulting in the £700m commitment extending to 2025. Lenders with total commitments of £620m approved the second
extension option in February 2021, resulting in £620m of commitments being further extended to 2026.
The Group’s bank loans are not secured by any term deposits placed under a standby letter of credit and related facility
arrangements (2021: £nil secured). 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 £210m sterling Private Placement loan notes are held at amortised cost. They have a fair value of £204.5m (2021:
£222.0m) 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.
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
185
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
23 BORROWINGS CONTINUED
The table below sets out the maturity profile of the Group’s existing borrowings that are exposed to interest rate risk.
2022
Fixed rate
Bank loans
Private Placement
Floating rate
Bank overdrafts
Bank loans
2021
Fixed rate
Private Placement
Floating rate
Bank overdrafts
Less than 1
year
£m
Between 1 and
2 years
£m
Between 2 and
3 years
£m
Between 3 and
4 years
£m
Between 4 and
5 years
£m
Greater than 5
years
£m
Total interest
bearing
£m
469.1
–
469.1
14.1
63.1
77.2
Less than 1
year
£m
–
7.6
58.5
70.0
128.5
–
625.0
625.0
0.4
–
0.4
–
–
–
0.4
–
0.4
–
–
–
0.4
100.0
100.4
–
–
–
0.9
40.0
40.9
–
–
–
529.7
210.0
739.7
14.1
688.1
702.2
Between 1 and
2 years
£m
Between 2 and
3 years
£m
Between 3 and
4 years
£m
Between 4 and
5 years
£m
Greater than 5
years
£m
Total interest
bearing
£m
–
–
70.0
–
–
–
–
–
140.0
210.0
–
7.6
186
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
I
S
T
R
A
T
E
G
C
R
E
P
O
R
T
G
O
V
E
R
N
A
N
C
E
F
I
N
A
N
C
A
L
I
S
T
A
T
E
M
E
N
T
S
24 FINANCIAL INSTRUMENTS
The Group’s financial liabilities, other than derivatives, comprise borrowings, 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. Cash flow hedge ineffectiveness can arise from changes to the timing and
amounts of forecasted cashflows of hedged items. Fair value hedge ineffectiveness can arise from different yield curves
linked to the hedged item and hedging instrument as well as changes to the counterparties credit risk.
The main risks arising from the Group’s financial instruments are interest rate risk, currency risk, credit risk and liquidity risk.
The Group does not hedge for inflation risk and has not hedged for cross-currency interest rates risk in recent years.
a. Classification of financial instruments
2022
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
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
Measured
at fair value
through other
comprehensive
income
£m
Measured
at fair value
through profit
or loss
£m
Measured at
amortised
cost
£m
–
520.5
–
1,064.2
1,584.7
3.5
–
23.9
–
27.4
–
–
30.3
–
30.3
Total
£m
3.5
520.5
54.2
1,064.2
1,642.4
(2,581.2)
–
–
(2,581.2)
–
(15.0)
(24.5)
(499.4)
(1,441.9)
(4,522.5)
(2,937.8)
–
–
(15.0)
12.4
(39.5)
(499.4)
(1,441.9)
–
–
(24.5)
(4,562.0)
5.8
(2,919.6)
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
5.0
273.7
27.6
596.4
902.7
–
–
20.2
–
20.2
–
(1,346.8)
(21.4)
–
–
(21.4)
(1.2)
(31.9)
(324.1)
(217.6)
(1,920.4)
(1,017.7)
–
273.7
–
596.4
870.1
(1,346.8)
–
(324.1)
(217.6)
(1,888.5)
(1,018.4)
5.0
–
7.4
–
12.4
–
(10.5)
–
–
(10.5)
1.9
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
187
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
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
54.2
1,064.2
1,118.4
27.6
596.4
624.0
–
–
–
–
–
–
54.2
1,064.2
1,118.4
27.6
596.4
624.0
(19.4)
(14.1)
(33.5)
(16.5)
(7.6)
(24.1)
–
–
–
–
–
–
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
(39.5)
(14.1)
(53.6)
(31.9)
(7.6)
(39.5)
–
–
–
–
–
–
(39.5)
(14.1)
(53.6)
(31.9)
(7.6)
(39.5)
19.4
14.1
33.5
16.5
7.6
24.1
–
–
–
–
–
–
Net
amount
£m
34.8
1,050.1
1,084.9
11.1
588.8
599.9
Net
amount
£m
(20.1)
–
(20.1)
(15.4)
–
(15.4)
As at 31 December 2022
Derivative financial assets
Cash and cash equivalents
As at 31 December 2021
Derivative financial assets
Cash and cash equivalents
As at 31 December 2022
Derivative financial liabilities
Bank overdrafts
As at 31 December 2021
Derivative financial liabilities
Bank overdrafts
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.
188
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
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 Financial Instruments: Disclosures, is
intended to illustrate the sensitivity to changes in market variables, being primarily UK interest rates and the Australian
dollar to Japanese yen exchange rate.
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 designated as net investment hedges from movements in the
US dollar to sterling exchange rate are recorded directly in equity;
• 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 the floating rate interest
payable on the Group’s 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 2022 with all other variables
held constant.
2022
Sterling
Euro
Chilean peso
Australian dollar
US dollar
2021
Sterling
Euro
Russian rouble
Australian dollar
US dollar
Increase
in basis
points
Effect on profit
before tax
£m
100
100
250
100
100
75
50
500
100
75
(9.9)
(0.4)
(3.2)
1.3
1.4
(5.7)
0.6
(1.1)
2.8
0.8
I
S
T
R
A
T
E
G
C
R
E
P
O
R
T
G
O
V
E
R
N
A
N
C
E
F
I
N
A
N
C
A
L
I
S
T
A
T
E
M
E
N
T
S
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
189
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
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 Financial Instruments, 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.
2022
Yen
Yen
2021
Yen
Yen
Increase/
(decrease) in
exchange
rate
Effect on
equity
£m
+10%
-10%
+10%
-10%
2.5
3.7
–
–
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.
190
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
I
S
T
R
A
T
E
G
C
R
E
P
O
R
T
G
O
V
E
R
N
A
N
C
E
F
I
N
A
N
C
A
L
I
S
T
A
T
E
M
E
N
T
S
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
2022
Cash
at bank
£m
343.3
56.0
33.1
82.5
11.4
7.7
5.5
–
13.8
0.4
–
–
Short-term
deposits
£m
0.2
40.1
102.1
134.0
–
–
72.7
–
–
–
–
–
11.6
2.5
11.2
14.6
6.3
1.4
0.8
1.6
–
–
–
–
4.2
54.2
87.0
640.7
74.4
423.5
Derivative
assets
£m
2021
Cash
at bank
£m
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
AA-
A+
A
A-
BBB+
BBB
BBB-
BB+
BB-
B
B-
CCC+
No rating*
* 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 £640.7m (2021: £501.8m) 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.
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
191
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
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 2022 based
on contractual expected undiscounted cash flows:
2022
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
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
Less than
3 months
£m
1,058.7
444.2
0.2
1,216.5
2,719.6
(171.6)
(23.3)
(1,991.7)
(1,211.5)
Between
3 to 12
months
£m
Between
1 to 5
years
£m
5.5
42.7
–
911.6
959.8
(448.4)
(67.4)
(561.5)
(940.9)
–
28.1
–
352.2
380.3
(911.9)
(245.8)
(27.9)
(348.8)
Greater than
5 years
£m
–
5.6
3.3
–
8.9
Total
£m
1,064.2
520.6
3.5
2,480.3
4,068.6
(42.6)
(1,574.5)
(213.8)
(550.3)
(0.1)
(2,581.2)
–
(2,501.2)
(3,398.1)
(2,018.2)
(1,534.4)
(256.5)
(7,207.2)
(678.5)
(1,058.4)
(1,154.1)
(247.6)
(3,138.6)
Less than
3 months
£m
593.1
200.2
–
1,097.4
1,890.7
(7.6)
(17.0)
(1,085.0)
(1,099.7)
(2,209.3)
(318.6)
Between
3 to 12
months
£m
Between
1 to 5
years
£m
3.3
45.5
0.2
1,135.0
1,184.0
(6.3)
(48.0)
(249.8)
(1,145.4)
(1,449.5)
(265.5)
–
26.3
–
126.5
152.8
(90.1)
(170.2)
(11.7)
(124.4)
(396.4)
(243.6)
Greater than
5 years
£m
–
6.0
4.8
–
10.8
(144.1)
(149.8)
(0.3)
–
(294.2)
(283.4)
Total
£m
596.4
278.0
5.0
2,358.9
3,238.3
(248.1)
(385.0)
(1,346.8)
(2,369.5)
(4,349.4)
(1,111.1)
192
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
I
S
T
R
A
T
E
G
C
R
E
P
O
R
T
G
O
V
E
R
N
A
N
C
E
F
I
N
A
N
C
A
L
I
S
T
A
T
E
M
E
N
T
S
24 FINANCIAL INSTRUMENTS CONTINUED
h. Fair value measurement
In accordance with IFRS 13 Fair Value Measurement, 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:
2022
2021
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
–
54.2
–
54.2
–
27.6
–
27.6
Financial assets at fair value
through other comprehensive
income
Liabilities
0.9
0.9
–
54.2
2.6
2.6
3.5
57.7
0.5
0.5
–
27.6
4.5
4.5
5.0
32.6
Derivatives used for hedging
–
(39.5)
–
(39.5)
–
(31.9)
–
(31.9)
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 2022.
The Group’s derivative financial instruments comprise the following:
Cross currency interest rate swaps
Forward foreign exchange contracts
Assets
Liabilities
2022
£m
4.4
49.8
54.2
2021
£m
–
27.6
27.6
2022
£m
–
(39.5)
(39.5)
2021
£m
–
(31.9)
(31.9)
The ineffective portion recognised in the consolidated income statement that arises from fair value hedges amounts to
£nil (2021: £nil). The ineffective portion recognised in the consolidated income statement that arises from cash flow hedges
amounts to £nil (2021: £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
(2021: 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 2022 are expected to be released to the consolidated income statement within
12 months of the end of the reporting period (2021: 12 months).
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
193
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
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.
2022
Hedging risk strategy
Notional/currency legs
Carrying amount net (liabilities)/assets
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
Weighted average hedge rate of outstanding deals (AUD/JPY)
Amounts recognised within net finance costs on profit and loss
Balance on cash flow hedge reserve (net of tax) at 31 December
2021
Hedging risk strategy
Notional/currency legs
Carrying amount net assets/(liabilities)
Maturity date
Hedge ratio
Description of hedged item
Current
Current
Non-current
Cash flow
hedges
3,107.8
(17.3)
Fair value
hedges
781.1
16.1
Cash flow
hedges
929.9
15.9
to Dec 2023
to Dec 2023
to Mar 2026
1:1
1:1
1:1
Highly probable
FX exposures
FX exposure on
balance sheet
positions
Highly probable
FX exposures
(20.0)2
20.0
85.671
–
2.8
25.7
(25.7)
n/a
25.7
–
12.92
(12.9)
90.20
–
–
Current
Current
Non-current
Cash flow
hedges
1,427.7
2.3
Fair Value
hedges
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
Change in fair value of outstanding hedging instruments since
1 January
Change in fair value of hedging item used to determine hedge
effectiveness
30.12
(30.1)
Weighted average hedge rate of outstanding deals
(AUD/JPY) 81.991
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)
8.2
n/a
(8.2)
–
3.02
(3.0)
(GBP/USD) 1.39
–
(3.0)
1. Outstanding deals predominantly relate to our business in Australia which purchases vehicles in Japanese yen.
2. Includes hedging derivatives for both actual and highly probable forecasted purchases. The movement presented in OCI only covers hedging derivatives
relating to highly probable forecasted purchases.
As at 31 December 2022, the accumulated balance of the cash flow hedge reserve was a loss of £2.8m (2021: loss of £6.2m).
The above changes in fair value of hedging instruments will include hedge positions taken up for future foreign currency
exposures and will also include amounts that would have been reclassified from the hedge reserve to the balance sheet
as at 31 December 2022.
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.
194
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
I
S
T
R
A
T
E
G
C
R
E
P
O
R
T
G
O
V
E
R
N
A
N
C
E
F
I
N
A
N
C
A
L
I
S
T
A
T
E
M
E
N
T
S
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 206.
Adjusted return on capital employed
2022
40.6%
2021
27.9%
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 Leases.
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/adjusted earnings before interest, tax, depreciation and amortisation.
*** Calculated as net debt/market capitalisation as at 31 December.
2022
459.3
n/a
28.6%
2021
114.4
n/a
n/a
Net debt as at 31 December 2022 includes debt used to acquire the Derco group together with acquired debt. As the
acquisition completed on 31 December 2022 and did not contribute to EBITDA in the year, then the ratio has been reported
as not applicable.
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
2022
Number
2021
Number
2022
£m
383,851,938
393,274,393
(9,357,908)
(9,422,455)
374,494,030
383,851,938
38.5
(0.9)
37.6
2021
£m
39.4
(0.9)
38.5
b. Share buyback programme
During 2022, the Company repurchased 9,357,908 of its own shares (2021: 9,422,455 shares) through purchases on the
London Stock Exchange, at a cost of £69.5m (2021: £80.5m). 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 (2021: £0.9m), equivalent to the
nominal value of the cancelled shares, has been transferred to the capital redemption reserve. Costs of £0.8m (2021: £ nil)
associated with the transfer to the Company of the repurchased shares and their subsequent cancellation have been
charged to the retained earnings reserve.
c. Substantial shareholdings
Details of substantial interests in the Company’s issued ordinary share capital received by the Company at 22 March 2023
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 2022, 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
45,291
1,109,249
248,162
653,940
1 May 2023
1 May 2024
1 May 2025
1 May 2026
Option price
(£)
4.59
3.77
7.31
6.00
Included within the retained earnings reserve are 344,009 (2021: 349,149 shares) 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 2022 was £2.7m (2021: £2.6m). The market
value of these shares at both 31 December 2022 and 22 March 2023 was £2.8m and £3.0m respectively (31 December 2021:
£3.2m; 24 February 2022: £2.5m).
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
195
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
25 SHARE CAPITAL CONTINUED
e. Issue of shares after the balance sheet date
On 4 January 2023, 38,513,102 ordinary shares of 10p each in the capital of the Company were issued in connection with
the acquisition of the Derco group. As at 31 December 2022, the acquisition had completed and, as at that date, the
shares that were issued on 4 January 2023 represented a liability to issue a fixed number of shares in exchange for fixed
financial assets. As such, they have been accounted for as an equity instrument (refer to note 29). Including the shares
issued in connection with the acquisition of the Derco group, issued share capital of the Group will amount to a total of
413,007,132 shares.
26 OTHER RESERVES
At 1 January 2021
Cash flow hedges:
– net fair value gains
– reclassified and reported in inventories
– tax on cash flow hedges
Investments held at fair value:
– net fair value gains
Transfers
Exchange differences on translation of foreign
operations
Exchange differences on translation of
discontinued operations
Recycling of foreign currency reserve
At 1 January 2022
Cash flow hedges:
– net fair value gains
– reclassified and reported in inventories
– tax on cash flow hedges
Investments held at fair value:
– net fair value losses
Deferred tax on taxation losses
Shares to be issued
Exchange differences on translation of foreign
operations
Exchange differences on translation of
discontinued operations
Recycling of foreign currency reserve
Adjustments in respect of hyperinflation
Merger reserve
£m
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
315.8
–
–
–
–
Fair value
through OCI
reserve
£m
(2.4)
Translation
reserve
£m
(225.7)
Hedging
reserve
£m
(20.1)
Total other
reserves
£m
(248.2)
–
–
–
1.6
0.7
–
–
–
–
–
–
–
(0.3)
(102.9)
(0.1)
108.2
18.0
(0.9)
(2.8)
–
(0.4)
–
–
–
18.0
(0.9)
(2.8)
1.6
–
(102.9)
(0.1)
108.2
(0.1)
(220.8)
(6.2)
(227.1)
–
–
–
(1.5)
–
–
–
–
–
–
–
–
–
–
–
–
130.9
18.7
99.0
45.9
73.7
7.4
2.8
(7.1)
–
0.3
–
–
–
–
–
7.4
2.8
(7.1)
(1.5)
0.3
315.8
130.9
18.7
99.0
45.9
(2.8)
385.1
At 31 December 2022
315.8
(1.6)
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.
The effect of foreign exchange rate changes includes a loss of £99.0m (2021: loss of £108.2m) 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.
The adjustments in respect of hyperinflation relate to the application of IAS 29 Financial Reporting in Hyperinflationary
Economies to the Group’s operations in Ethiopia. The indexation impact to opening share capital and retained earnings
of £45.9m (2021: £nil) has been included in translation reserves above.
196
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
I
S
T
R
A
T
E
G
C
R
E
P
O
R
T
G
O
V
E
R
N
A
N
C
E
F
I
N
A
N
C
A
L
I
S
T
A
T
E
M
E
N
T
S
26 OTHER RESERVES CONTINUED
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.
Merger reserve
As at 31 December 2022, the acquisition of the Derco group had completed and, as at that date, the consideration shares
that were issued on 4 January 2023 represented a liability to issue a fixed number of shares in exchange for fixed financial
assets. As such, these have been accounted for as an equity instrument and recognised in the other reserve (see also notes
25 and 29).
27 RETAINED EARNINGS
At 1 January
Total comprehensive (loss)/income attributable to owners of the parent for the year:
– (Loss)/profit for the year
– Actuarial (losses)/gains on defined pension benefits (see note 5)
– tax on actuarial losses/(gains)
Total comprehensive (loss)/income for the year
Written put option
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
28 NOTES TO THE CONSOLIDATED STATEMENT OF CASH FLOWS
a. Reconciliation of cash generated from operations
Cash flows from operating activities
Operating profit – continuing operations
Operating profit – discontinued operations
Adjusting items (see note 2)
Amortisation of intangible assets (including non-adjusting impairment charges)
Depreciation of property, plant and equipment (including non-adjusting impairment charges)
Depreciation of right-of-use assets (including non-adjusting impairment charges)
Profit on disposal of property, plant and equipment and intangibles
Impairment of held for sale assets
Gain on disposal of right-of-use assets
Gain on disposal of businesses
Share-based payments charge
(Increase)/decrease in inventories
(Increase)/decrease in trade and other receivables
Increase/(decrease) in trade and other payables
Increase in provisions
Pension contributions more than the pension charge for the year1
(Increase)/decrease in interest in leased vehicles
Payments in respect of operating adjusting items
Other non-cash items
Cash generated from operations
1. Includes additional payments of £2.2m (2021 – £3.7m).
2022
£m
1,008.7
(11.2)
(12.1)
0.4
(22.9)
(13.6)
10.2
(69.5)
(3.8)
(88.7)
2021
£m
962.8
117.0
58.2
(0.4)
174.8
–
10.0
(80.5)
(6.2)
(52.2)
820.4
1,008.7
2022
£m
2021
£m
400.3
20.5
10.5
10.3
32.4
58.3
(2.1)
–
(1.0)
(2.7)
10.2
(395.8)
(140.9)
617.7
30.2
(1.7)
(0.6)
(28.6)
1.8
618.8
181.3
45.6
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
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
197
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
28 NOTES TO THE CONSOLIDATED STATEMENT OF CASH FLOWS CONTINUED
b. Net debt reconciliation
Liabilities from financing activities
Assets
Net debt at 1 January 2021
Cash flows
Acquisitions
Disposals
New lease liabilities
Transferred to liabilities held for sale
Foreign exchange adjustments
Net funds at 1 January 2022
Cash flows
Acquisitions
Disposals
New lease liabilities
Foreign exchange adjustments
Borrowings
£m
(210.0)
12.7
(12.7)
–
–
–
–
(210.0)
(596.3)
(621.6)
–
–
0.1
Leases
£m
(332.8)
59.3
(1.9)
10.1
(68.3)
(1.3)
10.8
(324.1)
64.0
(173.7)
13.1
(58.4)
(20.3)
Sub-total
£m
(542.8)
72.0
(14.6)
10.1
(68.3)
(1.3)
10.8
(534.1)
(532.3)
(795.3)
13.1
(58.4)
(20.2)
Cash/bank
overdrafts
£m
476.3
121.5
(20.2)
76.2
–
–
(65.0)
588.8
796.8
Total
net debt
£m
(66.5)
193.5
(34.8)
86.3
(68.3)
(1.3)
(54.2)
54.7
264.5
(395.2)
(1,190.5)
(17.0)
–
76.7
Net debt at 31 December 2022
(1,427.8)
(499.4)
(1,927.2)
1,050.1
Net funds/(debt) is analysed as follows:
Cash and cash equivalents as per the statement of financial position
Borrowings – disclosed as current liabilities
Add back: amounts treated as debt financing
Cash and cash equivalents as per the statement of cash flows
Debt financing
Amounts to be treated as debt financing
Borrowings – disclosed as non-current liabilities
Lease liabilities
Debt financing
Net (debt)/funds
Add back: lease liabilities
Adjusted (net debt)/net cash
2022
£m
1,064.2
(546.3)
532.2
1,050.1
(532.2)
(895.6)
(499.4)
(1,927.2)
(877.1)
499.4
(377.7)
(3.9)
(58.4)
56.5
(877.1)
2021
£m
596.4
(7.6)
–
588.8
–
(210.0)
(324.1)
(534.1)
54.7
324.1
378.8
29 ACQUISITIONS AND DISPOSALS
a. Acquisitions
Acquisition of the Derco Group
On 31 December 2022, the Group acquired 100% of the share capital of Dercorp CL and merged a subsidiary company
with Dercorp Ex (together with Dercorp CL “Derco”). Derco is a multi-brand automotive distributor, and the largest
independent distributor by volume in Latin America, with a strong track record of profitable growth. Derco has significant
presence across four attractive markets of Chile, Peru, Colombia and Bolivia with long-standing partnerships with global
automotive brands such as Suzuki, Mazda, Chevrolet, Changan, JAC, Renault, Great Wall and Haval. The transaction has
been accounted for as a business combination and significantly expands the Group’s position in highly attractive and
fast growth markets within Latin America and is expected to deliver significant value creation through enhanced growth
prospects and the delivery of meaningful recurring synergies.
The consideration to acquire the share capital, valued at £723.1m, was satisfied by the issue of 38.5m new shares in the
Inchcape group and by £407.3m in cash. Final consideration is subject to the conclusion of completion accounts. The fair
value of the shares issued was based on the Inchcape plc closing share price at 30 December 2022 of 820p per share.
The shares were valued at approximately £280m at the announcement of the acquisition, based on the Company’s 20-day
volume-weighted average price (VWAP) up to and including 26 July. Given completion occurred on a non-business day,
the shares were not registered until 4 January 2023 and so the amounts relating to shares to be issued are classified within
other reserves in the consolidated statement of financial position at 31 December 2022. The issuing of shares will qualify
for merger relief.
The cash consideration of the acquisition was partly financed through the draw down, in December 2022, of a £350.0m
bridge facility and a £250.0m term loan facility, see note 23.
198
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
I
S
T
R
A
T
E
G
C
R
E
P
O
R
T
G
O
V
E
R
N
A
N
C
E
F
I
N
A
N
C
A
L
I
S
T
A
T
E
M
E
N
T
S
29 ACQUISITIONS AND DISPOSALS CONTINUED
Acquisition-related costs of £34.4m incurred in connection with the acquisition of Derco have been recorded within net
operating expenses in the consolidated income statement in the year ended 31 December 2022.
Details of the provisional fair values of the identifiable assets and liabilities as at the date of acquisition are set out below:
Assets and liabilities acquired, at provisional values1
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
Trade and other receivables
Deferred tax assets
Current assets
Inventories
Trade and other receivables
Derivative financial instruments
Current tax assets
Cash and cash equivalents
Current liabilities
Trade and other payables
Current tax liabilities
Provisions
Lease liabilities
Borrowings
Non-current liabilities
Provisions
Deferred tax liabilities
Lease liabilities
Borrowings
Net identifiable assets
Goodwill
Net assets acquired
Consideration comprises
Shares issued
Cash consideration
Total consideration
1. Given the proximity of the acquisition prior to the year end, the fair values of assets and liabilities acquired, as stated above, are provisional values.
Cash outflow to acquire businesses, net of cash and overdrafts acquired
Cash consideration
Less: Cash acquired
Net cash outflow
Total
£m
559.1
161.3
124.0
11.0
0.1
2.6
10.1
796.2
316.2
4.6
34.2
94.9
(562.8)
(21.0)
(5.6)
(19.5)
(531.6)
(4.0)
(173.5)
(118.3)
(85.5)
592.5
130.6
723.1
315.8
407.3
723.1
2022
£m
407.3
(94.9)
312.4
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
199
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
29 ACQUISITIONS AND DISPOSALS CONTINUED
The fair value and useful lives of identified intangible assets was estimated to be:
Distribution agreement
Brands
Customer relationships
Computer software
Fair value
£m
Useful life
Years
516.8
Indefinite
Indefinite
10
2 to 5
19.2
13.1
10.0
559.1
Provisional goodwill of £130.6m arose on the acquisition and is attributable to the anticipated future cash flows of the
acquired business and synergies expected to arise following integration with the Group’s existing businesses in South
America. Specifically, the goodwill represents the premium paid to expand the Group’s presence in this important market
and to create a scale Distribution platform across South America with attractive growth prospects. This provides a platform
to deliver growth and improved returns far quicker than would have been achievable through organic expansion. None of
the goodwill is expected to be deductible for tax purposes.
Intangible assets (not including goodwill) with provisional fair values of £559.1m were recognised at the date of acquisition,
including distribution agreements (£516.8m), brands (£19.2m) and customer relationships (£13.1m). The distribution
agreement and customer relationship intangible assets were valued using the multi period excess earnings (MEEM)
approach, while the brands were valued using the relief from royalty approach.
Right-of-use assets of £124.0m and lease liabilities of £137.8m have been recognised at the date of acquisition. The lease
liabilities are valued based on the assumption that the lease start date is equal to the acquisition date and discounting
future lease payments by the incremental borrowing rate at the acquisition date. The right-of-use asset is measured at
the same amount as the lease liability, adjusted to reflect terms which are favourable or unfavourable compared to
market terms.
The fair value of trade and other receivables includes trade receivables of £125.1m and £67.3m of other taxation assets.
The gross contractual amount receivable for trade receivables was £129.3m and the best estimate at the acquisition date
of the contractual cash flows not expected to be collected was £4.2m. The gross contractual amount receivable for other
taxation assets was equal to its fair value.
If the Derco Group had been acquired on 1 January 2022, the approximate revenue of the Group for the year ended
31 December 2022 would have been £10,380m and adjusted profit before tax would have been £510m. This information has
been estimated based on management information of the acquired businesses prior to the date of acquisition, adjusted
for known accounting policy differences and the impact of drawing down the related financing facilities from 1 January
2022. This pro forma information does not represent the results of the combined Group that actually would have occurred
had the acquisition taken place on 1 January 2022 and should not be taken to be representative of future results.
Other acquisitions
On 28 March 2022, to expand its distribution footprint in the Americas, the Group acquired 70% of Comercializadora Ditec
Automoviles S.A., acquiring the distribution rights to Porsche, Volvo and Jaguar Land Rover in Chile, for total consideration
of £15.0m. Distribution agreements with a provisional fair value of £28.0m were recognised at the date of acquisition.
Provisional goodwill of £2.7m arose on the acquisition. None of the goodwill is expected to be deductible for tax purposes.
On 29 April 2022, the Group acquired the entire share capital of ITC Group, a distributor of Suzuki, Mercedes-Benz, Subaru
and Chrysler brands in the Caribbean, from the Simpson Group. The total cash consideration paid was £61.4m. Distribution
agreements with a provisional fair value of £28.9m were recognised at the date of acquisition. Provisional goodwill of £0.1m
arose on the acquisition. These businesses were acquired to further expand the Group’s footprint with both existing and
new OEM partners and using our distribution business as a platform to capture more of a vehicle’s lifecycle value. Ditec
and ITC Group contributed £221.4m of revenue and £11.6m of profit before tax for the year ended 31 December 2022.
During the year, the Group also acquired businesses in Guam and the UK. The total cost of these acquisitions was £18.1m
and goodwill of £6.5m has been recognised.
200
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
29 ACQUISITIONS AND DISPOSALS CONTINUED
Assets and liabilities acquired, at provisional values1
Distribution agreements recognised on acquisition
Computer software
Property, plant and equipment
Right-of-use assets
Inventories
Trade and other receivables
Cash and cash equivalents
Other assets
Trade and other payables
Borrowings
Lease liabilities
Provisions
Other liabilities
Net identifiable assets
Less: Non-controlling interests
Goodwill
Net assets acquired
Consideration comprises
Cash consideration
Amounts payable to/(receivable from) seller
Total consideration
Ditec
£m
ITC Group
£m
Other
£m
28.0
0.1
3.6
16.6
23.9
14.5
6.0
0.9
(41.5)
(4.5)
(27.1)
–
(2.9)
17.6
(5.3)
2.7
15.0
14.2
0.8
15.0
28.9
2.4
2.2
9.1
19.0
19.0
6.3
–
(14.6)
–
(8.8)
(1.3)
(0.9)
61.3
–
0.1
61.4
62.8
(1.4)
61.4
–
–
9.0
–
2.6
–
–
–
–
–
–
–
–
11.6
–
6.5
18.1
18.1
-
18.1
1. Given these acquisitions are still in the measurement period, the fair values of assets and liabilities acquired, as stated above, are provisional values.
Cash outflow to acquire businesses, net of cash and overdrafts acquired
Cash consideration
Less: Cash acquired
Net cash outflow
Total
£m
56.9
2.5
14.8
25.7
45.5
33.5
12.3
0.9
(56.1)
(4.5)
(35.9)
(1.3)
(3.8)
90.5
(5.3)
9.3
94.5
95.1
(0.6)
94.5
2022
£m
95.1
(12.3)
82.8
The non-controlling interest has a written put option over its 30% equity ownership in the Ditec business. This permits the
holder to sell their shares to the Group at a price determined by an EBITDA driven formula during a three year period
post-acquisition. The amount that may become payable under the option on exercise is initially recognised at the present
value of the redemption amount within trade and other payables with a corresponding charge directly to equity. The
charge to equity is recognised separately as written put options over non-controlling interests. The liability is subsequently
remeasured through equity for any subsequent charges in value. In the event that the option expires unexercised, the
liability is derecognised with a corresponding adjustment to equity. At 31 December 2022, the put option value is estimated
as £14.1m.
Measurement period adjustments
During the year, adjustments have been made to decrease the fair value of assets and liabilities acquired in business
combinations in 2021 by £0.2m in addition to the increase in cash consideration of £0.5m.
I
S
T
R
A
T
E
G
C
R
E
P
O
R
T
G
O
V
E
R
N
A
N
C
E
F
I
N
A
N
C
A
L
I
S
T
A
T
E
M
E
N
T
S
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
201
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
29 ACQUISITIONS AND DISPOSALS CONTINUED
b. Disposals and discontinued operations
In the first half of the year, the Group agreed the sale of its remaining retail operations in Russia to management. The
business represented the Group’s remaining operation in Russia following the disposal of its St Petersburg business during
2021. The Russian operation is reported in the current period as a discontinued operation. Financial information relating
to the discontinued operation for the period to the date of disposal is set out below.
The price agreed for the sale of the Russian business was €76m (c£63m), to be satisfied over a period of five years in annual
instalments. Significant uncertainty exists with regards to the amount that will ultimately be recoverable given the precarious
outlook for the Russian economy and the uncertainty regarding the continued supply of vehicles and parts by the OEMs.
In estimating the amount to be recognised at the time of the disposal, management developed a number of scenarios for
the possible performance of the business. Probabilities were applied to these scenarios which indicated that some of the
receivable would be received over time. However, given the difficulties in remitting the proceeds and uncertainty over
whether this would change in the future, management concluded that the disposal proceeds should be recognised at £nil.
In the second half of the year, the Group received the first annual instalment from the sale of the Russian business of €15m
(£12.8m). This has been recorded as other income within the operating profit from continuing operations and has been
reported as an adjusting item. Management have subsequently reassessed the amount at which the remaining receivable
should be recorded at as at 31 December 2022. The outlook for the Russian economy remains precarious and there is
continued uncertainty with regards to the supply of vehicle and parts and the ability of the purchaser to remit the
instalments. Management therefore concluded that the value of the remaining instalments should be recognised at £nil
at 31 December 2022.
Financial performance and cash flow information
The financial performance and cash flow information presented below is for the five months ended 31 May 2022 and for the
12 months to 31 December 2021.
Revenue
Expenses
Operating profit
Finance (costs)/income
Profit before tax
Tax
Profit after tax of discontinued operation
Loss on disposal
(Loss)/profit from discontinued operation
Exchange differences on translation of discontinued operation
Other comprehensive (loss)/income from discontinued operation
Net cash inflow from operating activities
Net cash outflow from investing activities
Net cash outflow from financing activities
Net increase in cash generated from discontinued operation
Disposal proceeds, net of disposal costs
Net assets disposed of
(Loss)/gain on disposal before reclassification of foreign currency translation
reserve
Recycling of foreign currency translation reserve
(Loss)/gain on disposal
Russia
£m
(2.9)
(154.6)
(157.5)
(99.0)
(256.5)
Consideration received, net of disposal costs paid
Cash & cash equivalents disposed of
Net cash (outflow)/inflow on disposal of business
202
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
Russia
UK Retail
£m
9.8
(32.6)
(22.8)
£m
5.8
–
5.8
2022
£m
236.9
(216.4)
20.5
(0.3)
20.2
(4.8)
15.4
(256.5)
(241.1)
117.7
(123.4)
2022
£m
21.1
(2.3)
(1.4)
17.4
UK Retail
£m
5.8
2021
£m
739.2
(693.6)
45.6
0.4
46.0
(8.3)
37.7
–
37.7
(0.1)
37.6
2021
£m
21.2
(5.4)
(3.0)
12.8
Total
£m
2.9
(3.1)
(157.7)
2.7
–
2.7
(154.8)
(99.0)
(253.8)
Total
£m
15.6
(32.6)
(17.0)
29 ACQUISITIONS AND DISPOSALS CONTINUED
During the year, the Group also disposed of a retail site in the UK for £5.8m and received £0.2m of deferred proceeds from
sites disposed of in 2021.
None of these disposals were material enough to be shown as discontinued operations on the face of the consolidated
income statement as they did not represent a major line of business or geographical area of operations.
c. 2021 acquisitions and disposals
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 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.
In 2021, 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.
In 2021, 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.
None of these disposals were material enough to be shown as discontinued operations on the face of the consolidated
income statement as they did not represent a major line of business or geographical area of operations.
30 GUARANTEES AND CONTINGENCIES
Guarantees
Letters of credit
Contingent liabilities
2022
£m
120.5
21.5
10.7
152.7
2021
£m
25.8
20.0
6.4
52.2
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).
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 2022, there were 17 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. As previously reported,
the Supreme Court has returned the test case to the High Court to establish when the claimant in the test case could have
reasonably discovered its mistake about the UK tax treatment of such profits. The case has now been listed to be heard
by the High Court in November 2023. As at 31 December 2022, 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 been completed nor has Inchcape’s specific claim been heard by the Courts.
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INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
203
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
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
2022
£m
2.5
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
2022
£m
4.4
2021
£m
10.0
2021
£m
3.2
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
2022
£m
4.2
3.7
0.1
8.0
2021
£m
1.5
2.1
0.7
4.3
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
2022
£m
2.0
6.5
10.1
18.6
(3.5)
15.1
c. Repurchase commitments
The Group has entered into agreements with certain customers to repurchase vehicles for a specified value at a
predetermined date as follows:
Vehicles subject to repurchase commitments
2022
£m
98.2
Repurchase commitments represent the total repurchase liability on all vehicles where the Group has a repurchase
commitment. These commitments are largely expected to be settled over the next three years. £20.0m (2021: £18.4m)
of the above repurchase commitments are included within ‘trade and other payables’ in the consolidated statement
of financial position.
2021
£m
2.3
7.6
10.3
20.2
(4.3)
15.9
2021
£m
79.7
204
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
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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
Other income received from related parties
Transactions
Amounts outstanding
2022
£m
1.2
–
2021
£m
1.2
–
2022
£m
–
1.7
2021
£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.
(2021: £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
2022
£m
8.9
0.3
–
3.9
13.1
2021
£m
9.3
0.4
0.4
2.9
13.0
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 birr1
Euro
Hong Kong dollar
Russian rouble2
Singapore dollar
US dollar
* At 31 December
Average rates
Closing rates*
2022
1.78
2021
1.84
2022
1.77
2021
1.86
1,073.09
1,043.46
1,028.42
1,152.93
64.72
1.17
9.70
106.85
1.71
1.24
60.21
1.16
10.69
101.55
1.85
1.38
64.72
1.13
9.44
78.92
1.62
1.21
66.81
1.19
10.55
101.43
1.82
1.35
Note 1: In 2022, the results for Ethiopia are translated at the closing rate, rather than the average rate, as required by IAS 21
The Effects of Changes in Foreign Exchange Rates for hyperinflationary foreign operations.
Note 2: Average rates for the Russian rouble represent the average rates for the 5-month period ending 31 May 2022,
and the closing rates for the Russian rouble are as at the date of disposal of Russian operations.
34 EVENTS AFTER THE REPORTING PERIOD
On 17 January 2023, the Group announced the acquisition of a 60% controlling interest in the CATS group of companies,
a leading distributor of luxury vehicles in the Philippines. The acquisition is subject to customary conditions with completion
anticipated in the second half of 2023.
Byron Grote and Juan Pablo Del Rio were appointed to the Board of Directors in January 2023.
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
205
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 adjusting 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
adjusting items and on a continuing operations basis.
Adjusting 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. Adjusting items excluded from adjusted results can evolve from one financial
period to the next depending on the nature of adjusting items or one-off 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
Adjusted gross profit
Gross profit before adjusting 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).
Adjusted operating
profit
Operating profit before adjusting items.
Refer to the consolidated income statement.
A key metric of the Group’s business
performance.
Operating margin
Adjusted operating profit divided by revenue.
Adjusted profit before
tax
Adjusting items
Represents the profit made after operating and interest
expense excluding the impact of adjusting 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.
Adjusted earnings per
share
Represents earnings per share excluding the impact of
adjusting items
Refer to note 9.
Net capital expenditure Cash outflows from the purchase of property, plant and
Free cash flow
Return on capital
employed (ROCE)
Adjusted return on
capital employed
(ROCE)
Net (debt)/funds
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
adjusting cash flows, less normalised net capital
expenditure and dividends paid to non-controlling
interests.
Operating profit (before adjusting 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.
Operating profit (before adjusting 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, less the capital employed of
Derco, which was acquired on the last day of the year
and therefore did not contribute to operating profit
during the year.
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.
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 adjusting 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 useful to shareholders and investors
to understand the earnings attributable to
shareholders without the impact of adjusting
items.
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.
Adjusted ROCE is a measure of the Group’s
underlying 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.
206
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
Performance measure
Definition
Why we measure it
Adjusted (net debt)/net
cash
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.
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.
Constant currency %
change
Presentation of reported results compared to prior
period translated using constant rates of exchange.
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.
APM – Adjusted profit before tax (from continuing operations)
Gross Profit
Less: Segment operating expenses
Adjusted Operating Profit
Less: Adjusting items in net operating expenses
Operating Profit
Less: Net finance costs and JV losses
Profit Before Tax
Add back: Adjusting Items in net operating expenses
Add back: Adjusting items in net finance costs
Adjusted profit before tax
APM – Free cash flow (from continuing operations)
Net cash generated from operating activities
Add back: Payments in respect of adjusting items
Net cash generated from operating activities, before
adjusting 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
Less: Free cash flow from discontinued operations
Free cash flow from continuing operations
2022
£m
(64.2)
(4.3)
10.0
2022
£m
493.5
28.6
522.1
(58.5)
(62.5)
(3.8)
397.3
(17.4)
379.9
2022
£m
1,325.3
(914.5)
410.8
(10.5)
400.3
(67.2)
333.1
10.5
29.6
373.2
Restated
2021
£m
(48.5)
(16.1)
24.6
2021
£m
1,058.0
(776.6)
281.4
(100.1)
181.3
(32.5)
148.8
100.1
–
248.9
Restated
2021
£m
377.0
12.0
389.0
(40.0)
(59.5)
(3.0)
286.5
(12.8)
273.7
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INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
207
ALTERNATIVE PERFORMANCE MEASURES CONTINUED
APM – Return on capital employed (from continuing operations)
Operating profit
Adjusting items in net operating expenses
Adjusted operating profit
Net assets
Less: Net assets from discontinued operations
Net assets from continuing operations
Add net debt/less (net funds)
Add: net funds/(net debt) from discontinued operations
Capital employed – continuing operations
Effect of averaging
Average capital employed
Return on capital employed
APM – Adjusted return on capital employed (from continuing operations)
Capital employed – continuing operations
Less: Derco capital employed
Adjusted capital employed – continuing operations
Effect of averaging
Average adjusted capital employed
Adjusted return on capital employed
APM – Adjusted (net debt)/net cash
(Net debt)/net funds
Add back: lease liabilities
Adjusted (net debt)/net cash
APM – Adjusted earnings per share (from continuing operations)
Operating profit
Add: adjusting items in net operating expenses
Adjusted operating profit
Share of loss after tax of joint ventures and associates
Adjusted profit before finance and tax
Net finance costs
Add: adjusting items in net finance costs
Adjusted profit before tax
Tax on adjusted profit
Adjusted profit after tax
Less: minority interest
Adjusted earnings
Weighted average number of shares (m)
Dilutive effect
Basic adjusted earnings per share
Diluted adjusted earnings per share
208
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
2022
£m
400.3
10.5
410.8
1,567.0
–
1,567.0
877.1
–
2,444.1
(740.7)
1,703.4
24.1%
2,444.1
(1,383.1)
1,061.0
(49.2)
1,011.8
40.6%
2022
£m
(877.1)
499.4
(377.7)
2022
£m
400.3
10.5
410.8
(0.6)
410.2
(66.6)
29.6
373.2
(97.3)
275.9
(5.0)
270.9
376.4
44.7
72.0p
64.3p
2021
£m
181.3
100.1
281.4
1,130.5
(108.8)
1,021.7
(54.7)
(4.3)
962.7
45.4
1,008.1
27.9%
962.7
–
962.7
45.4
1,008.1
27.9%
2021
£m
54.7
324.1
378.8
2021
£m
181.3
100.1
281.4
–
281.4
(32.5)
–
248.9
(63.1)
185.8
(4.9)
180.9
390.6
4.5
46.3p
45.8p
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
Adjusted operating profit
Operating adjusting items
Operating profit/(loss)
Share of (loss)/profit after tax of joint ventures and
associates
Profit/(loss) before finance and tax
Net finance costs before adjusting items
Adjusting finance costs
Profit/(loss) before tax
Tax before tax on adjusting items
Tax on adjusting items
Profit/(loss) after tax
(Loss)/profit from discontinued operations
Non-controlling interests
(Loss)/profit for the year attributable to
owners of the parent
Basic:
– (Loss)/profit for the year attributable to owners
of the parent
– (Loss)/earnings per share (pence)
Adjusted (before adjusting items):
– Adjusted profit from continuing operations
– Adjusted earnings per share (pence)
Dividends per share – interim paid and final
proposed (pence)
Consolidated statement of financial position
Continuing operations
2022
£m
2021
£m
2020
£m
2019
£m
Total Group
2018
£m
8,132.7
6,900.9
6,837.8
9,379.7
9,277.0
410.8
(10.5)
400.3
(0.6)
399.7
(37.0)
(29.6)
333.1
(97.3)
(0.9)
234.9
(241.1)
(5.0)
281.4
(100.1)
181.3
–
181.3
(32.5)
–
148.8
(63.1)
(1.5)
84.2
37.7
(4.9)
164.1
(257.1)
(93.0)
–
(93.0)
(36.6)
–
(129.6)
(33.7)
24.2
(139.1)
–
(2.9)
373.1
75.5
448.6
0.3
448.9
(47.1)
–
401.8
(75.6)
2.5
328.7
–
(5.8)
398.6
(223.7)
174.9
0.1
175.0
(48.1)
(13.9)
113.0
(79.1)
5.5
39.4
–
(7.0)
(11.2)
117.0
(142.0)
322.9
32.4
(11.2)
(3.0)p
270.9
72.0
117.0
30.0p
180.9
46.3p
(129.6)
(36.0)p
127.5
23.1p
401.8
79.0p
326.3
59.9p
113.0
7.8p
350.6
63.8p
28.8p
22.5p
6.9p
26.8p
26.8p
Non-current assets
2,610.0
1,464.3
1,479.6
1,773.2
2,056.0
Other assets less (liabilities) excluding net (debt)/
funds
Capital employed
Net (debt)/funds
Net assets
Equity attributable to owners of the parent
Non-controlling interests
Total equity
(165.9)
2,444.1
(877.1)
1,567.0
1,532.8
34.2
1,567.0
(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
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INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
209
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2022
Notes
2022
£m
Non-current assets
Intangible assets
Property, plant and equipment
Investment in subsidiaries
Deferred tax assets
Trade and other receivables
Current assets
Current tax assets
Trade and other receivables
Cash and cash equivalents
Total assets
Current liabilities
Trade and other payables
Non-current liabilities
Trade and other payables
Borrowings
Total liabilities
Net assets
Equity
Share capital
Share premium
Capital redemption reserve
Merger reserve
Retained earnings
Total shareholders’ funds
3
4
5
10
6
6
7
8
8
9
12
2021
£m
2.6
0.6
1,565.3
8.5
210.4
1,787.4
5.3
6.1
0.9
12.3
1,799.7
–
–
2,347.1
9.8
210.4
2,567.3
9.6
7.0
3.9
20.5
2,587.8
(52.3)
(52.3)
(53.7)
(53.7)
(561.5)
(810.0)
(1,371.5)
(1,423.8)
1,164.0
(900.3)
(210.0)
(1,110.3)
(1,164.0)
635.7
37.6
146.7
143.0
315.8
520.9
1,164.0
38.5
146.7
142.1
–
308.4
635.7
The Company reported a profit for the financial year ended 31 December 2022 of £364.3m (2021: loss of £33.7m). The
financial statements on pages 210 to 227 were approved by the Board of Directors on 22 March 2023 and were signed on
its behalf by:
DUNCAN TAIT
GROUP CHIEF EXECUTIVE
Registered Number: 609782
Inchcape plc
210
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022
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 1 January 2022
Profit for the year
Total comprehensive income for
the year
Dividends
Share buyback programme
Net purchase of own shares by
the Inchcape Employee Trust
Share-based payments, net of
tax
Shares to be issued
At 31 December 2022
Notes
Share
capital
Share
premium
£m
39.4
£m
146.7
Capital
redemption
reserve
£m
141.2
13
12
13
12
–
–
–
(0.9)
–
–
–
–
–
–
–
–
–
–
–
0.9
–
–
38.5
146.7
142.1
–
–
–
(0.9)
–
–
–
–
–
–
–
–
–
–
–
–
–
0.9
–
–
–
37.6
146.7
143.0
Merger
reserve
£m
–
–
–
–
–
–
–
–
–
–
–
–
–
–
315.8
315.8
Retained
earnings
£m
472.6
Total
£m
799.9
(33.7)
(33.7)
(33.7)
(33.7)
(52.2)
(80.5)
(52.2)
(80.5)
(6.2)
(6.2)
8.4
308.4
8.4
635.7
364.3
364.3
364.3
364.3
(88.7)
(69.5)
(88.7)
(69.5)
(3.8)
(3.8)
10.2
–
10.2
315.8
520.9
1,164.0
Share-based payments include a net tax charge of £nil (2021: £nil).
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INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
211
ACCOUNTING POLICIES
GENERAL INFORMATION
These financial statements are prepared for Inchcape plc (the Company) for the year ended 31 December 2022. The
Company is the ultimate parent entity of the Inchcape Group (the Group) and acts as the holding company of the Group.
The parent company financial statements present information about the company as a separate entity and not about 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 2022
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 59 to 66.
In preparing these financial statements, the Company applies the recognition, measurement and disclosure requirements
of international accounting standards in conformity with the requirements of the Companies Act 2006, but makes
amendments where necessary in order to comply with Companies Act 2006 and has set out below where advantage
of the FRS 101 disclosure has been taken:
• 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); and
• The requirements in IAS 24, ‘Related party disclosures’ to disclose related party transactions entered into between
two or more members of a group.
212
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
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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. Non-monetary assets and liabilities
that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date
of the transaction. Non-monetary assets and liabilities denominated in foreign currencies that are stated at fair value
are retranslated to the functional currency at foreign exchange rates ruling at the dates the fair value was determined.
Foreign exchange differences arising on translation are recognised in the profit and loss account.
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.
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
213
ACCOUNTING POLICIES CONTINUED
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 141 to 151.
FINANCIAL GUARANTEES
Where the Company enters into financial guarantee contracts to guarantee the indebtedness of other companies within
its Group, the Company considers these to be insurance arrangements and accounts for them as such. In this respect, the
Company treats the guarantee contract as a contingent liability until such time as it becomes probable that the Company
will be required to make a payment under the guarantee.
214
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
NOTES TO THE FINANCIAL STATEMENTS
1 AUDITOR’S REMUNERATION
The Company incurred £0.1m (2021: £0.1m) in relation to UK statutory audit fees for the year ended 31 December 2022.
2 DIRECTORS’ REMUNERATION
Wages and salaries
Social security costs
Pension costs
2022
£m
2.6
0.5
0.1
3.2
2021
£m
3.3
0.5
0.1
3.9
Further information on Executive Directors’ emoluments and interests is given in the Directors’ Report on Remuneration
which can be found on pages 96 to 116.
3 INTANGIBLE ASSETS
Cost
At 1 January 2022
Retirement of fully amortised assets
At 31 December 2022
Accumulated amortisation and impairment
At 1 January 2022
Amortisation charge for the year
Retirement of fully amortised assets
At 31 December 2022
Net book value at 31 December 2022
Net book value at 31 December 2021
At 31 December 2022, there were no assets under development (2021: £nil).
4 PROPERTY, PLANT AND EQUIPMENT
Cost
At 1 January 2022
Retirement of fully depreciated assets
At 31 December 2022
Accumulated depreciation and impairment
At 1 January 2022
Depreciation charge for the year
Retirement of fully depreciated assets
At 31 December 2022
Net book value at 31 December 2022
Net book value at 31 December 2021
Computer
software
£m
25.9
(25.9)
–
(23.3)
(2.6)
25.9
–
–
2.6
Plant,
machinery
and
equipment
£m
1.8
(1.8)
–
(1.2)
(0.6)
1.8
–
–
0.6
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INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
215
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
5
INVESTMENT IN SUBSIDIARIES
Cost
At 1 January
Additions
Dissolution
At 31 December
Provisions
At 1 January
Dissolution
Impairment
At 31 December
Net book value
2022
£m
2021
£m
1,696.0
1,696.0
781.8
(75.9)
–
–
2,401.9
1,696.0
(130.7)
(130.3)
75.9
–
(54.8)
2,347.1
–
(0.4)
(130.7)
1,565.3
The Directors believe that the carrying value of the individual investments is supported by their underlying net assets.
During 2022, as part of the acquisition of the Derco group, the Company increased its investment in Inchcape International
Holdings Limited and Indigo Chile Holdings SpA.
Inchcape Finance (Ireland) Limited, a subsidiary of the company, was dissolved on 10 January 2022, and an impairment
charge of £0.4m was recognised against the Company’s investment in this subsidiary in 2021.
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
2022
£m
4.0
3.0
7.0
210.0
0.4
210.4
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 due within one year
Amounts owed to Group undertakings
Other creditors
Amounts owed to Group undertakings are interest free and repayable on demand.
Amounts due after more than one year
Amounts owed to Group undertakings
2022
£m
3.9
2022
£m
46.8
5.5
52.3
2022
£m
561.5
561.5
2021
£m
0.9
2021
£m
47.7
6.0
53.7
2021
£m
900.3
900.3
Amounts owed to Group undertakings are repayable between one and five years and bear interest at rates linked to
source currency base rates.
216
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
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9 BORROWINGS
Amounts due after more than one year
Private placement
Borrowings
2022
£m
210.0
600.0
810.0
2021
£m
210.0
–
210.0
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%
In July 2022, the Group entered into a facilities agreement with two banks comprising a £350m bridge facility and a £250m
term loan facility. The bridge facility has an initial term of 12 months commencing from the 29 December 2022, but the term
is extendable at Inchcape’s option by up to 12 months. The term loan has a term of 2 years commencing from 29 December
2022. The term and bridge facilities were fully drawn as at 31 December 2022 and have been disclosed as non-current
borrowings.
10 DEFERRED TAX
Net deferred tax asset/(liabilities)
At 1 January 2021
Credited to the income statement
At 1 January 2022
Credited to the income statement
At 31 December 2022
Tax losses
£m
–
8.5
8.5
1.3
9.8
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 2022 was £3.9m (2021: £0.9m), 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 £147.0m (2021: £119.0m).
12 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
383,851,938
393,274,393
(9,357,908)
(9,422,455)
374,494,030
383,851,938
38.5
(0.9)
37.6
2022
Number
2021
Number
2022
£m
2021
£m
39.4
(0.9)
38.5
b. Share buyback programme
During 2022, the Company repurchased 9,357,908 of its own shares (2021: 9,422,455 shares) through purchases on the
London Stock Exchange, at a cost of £69.5m (2021: £80.5m). 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 (2021: £0.9m), equivalent to the
nominal value of the cancelled shares, has been transferred to the capital redemption reserve. Costs of £0.8m (2021: £ nil)
associated with the transfer to the Company of the repurchased shares and their subsequent cancellation have been
charged to the retained earnings reserve.
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
217
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
12 SHARE CAPITAL CONTINUED
c. Substantial shareholdings
Details of substantial interests in the Company’s issued ordinary share capital received by the Company at 22 March 2023
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 2022, 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
45,291
1,109,249
248,162
653,940
1 May 2023
1 May 2024
1 May 2025
1 May 2026
Option price
(£)
4.59
3.77
7.31
6.00
Included within the retained earnings reserve are 344,009 ordinary shares (2021: 349,149 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 2022 was £2.7m (2021:
£2.6m). The market value of these shares at both 31 December 2022 and 22 March 2023 was £2.8m and £3.0m respectively
(31 December 2021: £3.2m; 24 February 2022: £2.5m).
e. Issue of shares after the balance sheet date
On 4 January 2023, 38,513,102 ordinary shares of 10p each in the capital of the Company were issued in connection with the
acquisition of the Derco group. As at 31 December 2022, the acquisition had completed and, as at that date, the shares
that were issued on 4 January 2023 represented a liability to issue a fixed number of shares in exchange for fixed financial
assets. As such, they have been accounted for as an equity instrument.
f. Share-based remuneration
During the year, Inchcape plc had two employees, the Group Chief Executive and the former 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 £0.7m (2021: charge of £1.2m), all of which is
equity-settled.
The weighted average exercise price of shares exercised during the period was £nil (2021: £0.10).
The weighted average remaining contractual life for the share options outstanding at 31 December 2022 is 1.3 years (2021:
2.3 years) and the weighted average exercise price for options outstanding at the end of the year was £4.79 (2021: £3.77).
13 DIVIDENDS
The following dividends were paid by the Company:
Interim dividend for the six months ended 30 June 2022 of 7.5p per share
(30 June 2021 of 6.4p per share)
Final dividend for the year ended 31 December 2021 of 16.1p per share
(31 December 2020 of 6.9p per share)
2022
£m
28.0
60.7
88.7
2021
£m
25.1
27.1
52.2
A final proposed dividend for the year ended 31 December 2022 of 21.3p 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 2022.
218
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
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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 2022 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 Pty Ltd
Trivett Tyres Pty Ltd
Inchcape Finance Australia Pty Limited
Inchcape Corporate Services Australia Pty Limited
Barbados
International Trading Centre, Warrens, St. Michael, Barbados, BB22026
Inchcape Caribbean Inc (formerly Interamericana Trading Corporation)
Inchcape (Barbados) Inc (formerly Simpson Motors 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
Bolivia
Avenue Cristobal de Mendoza No. 164 UV:14 Mzno:5 Bldg. Imcruz, Santa Cruz
Imcruz Comercial S.A.
Corporación de Inversiones Imcruz Corp. S.A.
Inversiones Piraí S.R.L.
Imcruz Corredores de Seguros S.R.L.
(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%
100%
100%
100%
100%
100%
100%
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
219
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
14 RELATED UNDERTAKINGS CONTINUED
Name and registered address
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
Cayman Islands
c/o JTC (Cayman) Limited P.O. Box 30745, 94 Solaris Avenue, 2nd Floor, Camana Bay, Grand Cayman,
KY1-1203
Interamericana Trading Corp.
Chile
Av. La Dehesa 265, Ciudad Santiago comuna Lo Barnechea Región Metropolitana
Mobility Services Chile SpA
Universal Motors SpA
Williamson Balfour Motors SA
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
Av. Raul Labbe #12981, comuna Lo Barnechea Región Metropolitana
Comercializadora Ditec Automoviles SA
Comercial Automoviles Raul Labbe SA
Alonso de Córdova 4125, office 403, Vitacura, Santiago
Dercorp CL SpA
Av. Americo Vespucio 1842, Quilicura, Santiago
Promac SpA
Importadora y Distribuidora Alameda SpA
Dercomaq SpA
Comesa S.A.
Inversiones Derco Internacional SpA
Derco Inversiones SpA
220
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
Percentage
owned
70%
70%
70%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
70%
70%
100%
100%
100%
100%
100%
100%
100%
14 RELATED UNDERTAKINGS CONTINUED
Name and registered address
Chile CONTINUED
Dercolatina SpA
Sociedad Corredora de Seguros Derco SpA
Derco Chile Repuestos SpA
Dercocenter SpA
Derco SpA
Sociedad Inmobiliaria SCR SpA
Servicios Operacionales Comerciales y Administrativos SpA (formerly known as Sociedad Comercializadora
de Motos S.A.)
Sociedad Comercializadora de Repuestos SpA
Colombia
Calle 99 N° 69c – 41 Bogotá
Inchcape Digital Delivery Centre Colombia S.A.S
Matrase S.A.S
Inchcape Colombia S.A.S
Inmobiliaria Inchcape Colombia S.A.S
BravoAuto S.A.S
Vuelta Grande a 150 metros de la Glorieta de Siberia via Cota-Chia CLIS BG34
Distribuidora Hino de Colombia SAS
Chía, Cundinamarca, Colombia
Derco Colombia S.A.S.
Derco Agencia de Seguros LTDA
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 Sociedad Agencia de Seguros SA
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
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.
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owned
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%
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
221
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
14 RELATED UNDERTAKINGS CONTINUED
Name and registered address
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
222
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
Percentage
owned
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
Future Motors (Macao) Ltd
Yat Fung Motors Ltd
Netherlands
I
S
T
R
A
T
E
G
C
R
E
P
O
R
T
G
O
V
E
R
N
A
N
C
E
F
I
N
A
N
C
A
L
I
S
T
A
T
E
M
E
N
T
S
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 2022
223
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
Lopez, Lopez & Associates, 53rd street Marbella, World Trade Center, 5th floor, suite 502,
Panama City
Isthmus Exchange S.A.
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
Av. Manuel Olguin 325, Santiago de Surco, Lima
Derco Perú S.A.
Dercocenter S.A.C.
Corporación Andina de Negocios S.A.
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.
224
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
Percentage
owned
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
70%
100%
14 RELATED UNDERTAKINGS CONTINUED
Name and registered address
Puerto Rico
Sabana Gardens Industrial Park Calle B Lotes 6 al 9a, Carolina, PR 00983 and PO Box 29718,
San Juan, PR 00929
K.I. Investments Inc.
Sabana Gardens Industrial Park Calle B Lotes 6 al 9a, Carolina, PR 00983 and PO Box 29718, San
Juan, PR 00924-0092
Millenium Sales and Services, Inc.
Inchcape Puerto Rico, Inc (formerly Suzuki del Caribe, Inc.)
Romania
Pipera Boulevard No 1, Voluntari, Ilfov, 077190
Inchcape Motors Srl
Toyota Romania Srl
Inchcape Broker de Asigurare Srl
Inchcape Bravoauto Srl
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
Tanzania
AFED Business Park, JK Nyerere Rd, PO.Box 21885, Dar Es Salaam
Inchcape Automotive Limited
Thailand
No. 4332 Rama IV Road, Prakhanong Sub-District, Klongtoey District, Bangkok
Inchcape (Thailand) Company Ltd
No. 2133 New Petchburi Road, Bangkapi Sub-District, Huaykwang District, Bangkok 10310
Inchcape Services (Thailand) Co Ltd
Turks and Caicos Islands
Market Place, Providenciales
Nagoya Marine & General Insurance Ltd.
I
S
T
R
A
T
E
G
C
R
E
P
O
R
T
G
O
V
E
R
N
A
N
C
E
F
I
N
A
N
C
A
L
I
S
T
A
T
E
M
E
N
T
S
Percentage
owned
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
225
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
Armstrong Massey (York) Ltd
Armstrong Massey Holdings Ltd (dissolved January 2023)
Autobytel Ltd
Chapelgate Motors Ltd
Ferrari Concessionaires Ltd
Gerard Mann 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
Inchcape KMG Ltd
Mann Egerton & Co Ltd
Nexus Corporation Ltd
Notneeded No. 144 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
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
Uruguay
Rambla Baltasar Brum 3028, Montevideo
Autolider Uruguay S.A.
226
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
(v)
(vi)
(vi)
Percentage
owned
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%
100%
14 RELATED UNDERTAKINGS CONTINUED
Name and registered address
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
Chile
Av. Americo Vespucio 1842, Quilicura, Santiago
Sociedad Comercial e Inmobiliaria Autoshopping S.A.
Sociedad Comercial Ecovalor S.A.
Av. Las Condes #11000, Oficina 301-A, Vitacura, Santiago
Sociedad de Creditos Automotrices S.A.
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%
Percentage
owned
50%
50%
50%
50%
50%
I
S
T
R
A
T
E
G
C
R
E
P
O
R
T
G
O
V
E
R
N
A
N
C
E
F
I
N
A
N
C
A
L
I
S
T
A
T
E
M
E
N
T
S
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
227
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
18 May 2023
Announcement of 2023 Interim Results
27 July 2023
228
INCHCAPE ANNUAL REPORT AND ACCOUNTS 2022
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