MAKING MARSTON’S THE PLACE TO BE Marston’s PLC Annual Report and Accounts 2017 A Snapshot of 2017 • Revenue and earnings growth; proft growth in all trading segments. • Proft before tax on a statutory basis £100.3 million. • Improving quality of pub estate. • Market leading beer business continues to demonstrate growth. • Full year dividend up 3% to 7.5 pence per share. Dividend cover maintained at 1.9 times. • Well positioned for growth in 2018. MORE ONLINE This year we have incorporated material information on our community involvement and our people into our main narrative report. More case studies about Marston’s ‘The Place to Be’ and additional Corporate Responsibility information can be found on our website. www.marstons.co.uk/investors/strategy www.marstons.co.uk/responsibility For a full year end press release, preliminary results presentation, and webcast, visit: www.marstons.co.uk/investors STRATEGIC REPORT APPROVAL The Strategic Report, outlined from the inside front cover to page 38 incorporates: A Snapshot of 2017, At a Glance, Our Business Model, Resources and Relationships underpinning our Business Model, Our Marketplace, Chairman’s Statement, Chief Executive’s Statement, Our Strategy, Our Key Performance Indicators, Our Risks and Risk Management, Our Principal Risks and Uncertainties, Group Operating and Financial Review and Corporate Responsibility. By order of the Board Ralph Findlay Chief Executive Offcer 30 November 2017 | Marston’s PLC Annual Report and Accounts 2017 UNDERLYING* REVENUE (£m) £992.2m up 10% 782.9 787.6 845.5 905.8 992.2 2013 2014 2015 2016 2017 UNDERLYING* OPERATING PROFIT (£m) £174.5m up 1% 168.2 156.1 165.4 172.7 174.5 2013 2014 2015 2016 2017 UNDERLYING* PROFIT BEFORE TAX (£m)˜ £100.1m up 3% 86.9 82.9 90.9 97.3 100.1 2013 2014 2015 2016 2017 UNDERLYING* EARNINGS PER SHARE (p) 14.2p up 2% 12.1 11.7 12.8 13.9 14.2 2013 2014 2015 2016 2017 TOTAL DIVIDEND PER SHARE (p) 7.5p up 3% 6.4 6.7 7.0 7.3 7.5 2013 2014 2015 2016 2017 * The underlying results refect the performance of the Group before exceptional and other adjusting items. The Directors consider that these fgures provide a useful indication of the underlying performance of the Group. On a statutory basis proft before tax was £100.3 million (2016: £80.8 million) and earnings per share were 14.2 pence (2016: 12.7 pence). A reconciliation between the underlying results and the statutory numbers can be found in the Group Income Statement on page 75. Δ In the prior period the net interest on the net defned beneft asset/liability was presented within underlying items. This has now been represented within non- underlying items to better refect the nature of this item and to be consistent with the current period presentation. Our Ambition is to make Marston’s The Place to Be... OUR PEOPLE We want to recruit, retain and develop the best people in the industry. OUR CUSTOMERS We want our customers to visit us and then come back time and time again. OUR SHAREHOLDERS We want to attract long- term investors who believe in and support our strategy. More on page 18 More on page 16 More on pages 13 – 19 We’ve been running pubs and brewing beer in one form or another for over 180 years. It’s a heritage that we’re hugely proud of, but a lot has changed in this time. As markets and customer needs continue to evolve and change, we’re adapting with them so that our products, services and teams continue to be the best they can possibly be. Our business has grown over time and we now own a wide range of industry-leading assets – from pubs to brands – which are the result of investment decisions that support our clear and consistent strategy. We have more than 14,500 employees at over 1,600 pubs, inns, breweries, depots and offices across the UK with a culture that is focused on delivering a great customer experience.We do this at the same time as working towards our stated financial objectives. In 2017, we have continued to embed our ambition, purpose and ways of working to inspire, engage and enable our people to ensure we are all aspiring to the same standards and making Marston’s The Place to Be. CONTENTS STRATEGIC REPORT A Snapshot of 2017 Our Ambition At a Glance Our Business Model Resources and Relationships underpinning our Business Model Our Marketplace Chairman’s Statement Chief Executive’s Statement Our Strategy Our Key Performance Indicators Our Risks and Risk Management Our Principal Risks and Uncertainties Group Operating and Financial Review Corporate Responsibility GOVERNANCE Chairman’s Introduction Corporate Governance Report Board of Directors Nomination Committee Report Audit Committee Report Directors’ Remuneration Report Annual Statement by Chairman Remuneration Summary 2017 Annual Report on Remuneration Directors’ Report Statement of Directors’ Responsibilities FINANCIAL STATEMENTS IFC 1 2 4 6 8 10 11 13 20 22 25 28 35 40 41 42 48 50 53 53 55 56 63 66 68 69 75 75 Five Year Record Independent Auditors’ Report to the Members of Marston’s PLC Group Income Statement Group Statement of Comprehensive Income 76 Group Cash Flow Statement 77 Group Balance Sheet 78 Group Statement of Changes in Equity 79 Notes 109 Company Balance Sheet Company Statement of Changes in Equity 110 111 Notes ADDITIONAL INFORMATION Information for Shareholders Glossary Pub-restaurants and lodges completed during the period 121 123 124 Marston’s PLC Annual Report and Accounts 2017 | 1 Strategic Report | Governance | Financial Statements | Additional Information At a Glance The Place to Be... across the nation We have five operating segments, as set out below, which reflect different customer profiles, flexible operating models, products and services. More detailed information about each reporting segment can be found in our Group Operating and Financial Review on pages 28 to 34. Underlying Revenue by Segment 2017 £992.2m Destination and Premium Taverns Leased Brewing % 44 25 6 25 Underlying operating proft by segment 2017 £174.5m Destination and Premium Taverns Leased Brewing % 51 32 15 15 Group Services has a 13% (£24m) impact on underlying operating profts by segment. Underlying revenue Movement 2016* Underlying operating proft Movement 2016* Underlying revenue Movement 2016* Underlying operating proft Movement 2016* Underlying revenue Movement 2016* Underlying operating proft Movement 2016* Underlying revenue Movement 2016 Underlying operating proft Movement 2016 £438.0m +4.5% £419.0m £88.9m +2.3% £86.9m £246.7m +3.4% £238.5m £57.0m +0.7% £56.6m £54.6m (0.7)% £55.0m £27.1m +0.7% £26.9m £252.9m +30.8% £193.3m £25.5m +9.9% £23.2m DESTINATION AND PREMIUM • Family dining and great value in • Attractive, often iconic, town a relaxed pub environment centre and suburban locations • Main Destination formats include: Marston’s ‘Two for One’, ‘Milestone Rotisserie’, ‘Milestone Carvery’, and ‘Generous George’ • Pitcher & Piano and Revere pubs offer premium food and drink • 1,269 rooms across 62 pubs with eight new lodges added during the year 397 1,269 TAVERNS • Community pubs with a more • Strong community engagement, traditional pub ambience • Includes franchised pubs, managed pubs and tenancies often with entertainment, sports teams and games 806 LEASED • Distinctive pubs with a high degree • Our partnership approach attracts of independence • Longer term agreements that attract skilled entrepreneurs who develop their own businesses the right lessee and provides business support 365 • Local approach to beer brand management • Publican National Cask Ale Supplier of the Year • Brand collaboration and contract services 6 BREWING • A blend of traditional heritage, innovative development and contemporary breweries • A wide portfolio of beers with appeal for all types of drinker and to suit any occasion • National distribution network delivering to customers across the UK GROUP SERVICES • Our Group Services team provides a range of functional services that support and connect the wider businesses, including IT, HR, Finance, Retail Systems, Company Secretariat, Legal Risk and Compliance. 2 | Marston’s PLC Annual Report and Accounts 2017 * The segmental revenue and operating proft for 2016 have been restated to refect the movement of pubs between segments. National coverage with a growing high quality estate We operate across the UK and are focused on expanding a high quality estate, which we continue to strengthen through organic development of pub-restaurants and franchise-style pubs, including planned new-builds, investment in lodges and Premium bars that widen our appeal. Our six breweries and 13 depots supply and distribute a wide portfolio of beers to our estate, supermarkets and other pub and leisure businesses across the nation. MARSTON’S ESTATE 2017 SCOTLAND KEY Destination and Premium 18 173 Rooms Taverns Leased Brewing NORTH OF ENGLAND 98 253 101 1 219 MIDLANDS 133 398 184 2 359 28 77 29 159 WALES 120 78 51 3 359 SOUTH OF ENGLAND Marston’s PLC Annual Report and Accounts 2017 | 3 Strategic Report | Governance | Financial Statements | Additional Information Our Business Model Our core business is running great pubs and brewing great beer which delivers robust and sustainable returns.We operate in a fast-moving and fiercely competitive market so we need to stand out from the crowd. Overview We offer our customers a great experience, whether that’s in one of our pubs, our rooms or enjoying one of our beers. We have a broad range of formats and menus across our pub estate that cater for all occasions. The different operating models provide fexibility in maximising the return from each pub. Adjacent lodges broaden our offering and increase the potential for greater returns in our pubs. In addition to brewing our own portfolio of beers, our beer business also brews on behalf of other businesses and offers a variety of other products and services from the exclusive supply of top world beers to an industry-leading national supply and distribution service. All of this is underpinned by our investment in our people and our approach to the way that we work. Our people strategy focuses on connecting employees to the Group strategy, raising performance through clear objective setting and review, and creating a competitive advantage through: • recruiting and developing the best teams; • encouraging and exploring ways to innovate and improve our customer’s experience; • creating a fun and welcoming place for our customers, employees and our business partners. We maintain a strong fnancial discipline across the business to ensure that our growth is sustainable and maximises long-term returns from our assets. All of our activities are supported by a central team focused on delivering growth through the strategic, fnancial and governance framework. 4 | Marston’s PLC Annual Report and Accounts 2017 HOW WE GENERATE REVENUE Destination and Premium Our biggest contributor of proft comes from the sites under our direct management: from the sale of food and drink, accommodation and gaming machine income. Food accounts for 59% of sales in our Destination pubs and 31% of sales in Premium Pubs and Bars. Taverns These are typically drinks-led pubs, with food accounting for 16% of sales. For those managed externally, they generate rental income from the licensed property. Leased These pubs are managed independently and so our earnings come from the rent of the property, drink sales and gaming machine income. Brewing We generate most of our earnings in the beer business from the sale of own beer and exclusive licensed brands within our own pubs and to other customers. We also export our beers directly, and via third parties, to over 65 countries. Premium beer accounts for 72% of the beer we brew and 86% of our beers are sold externally of which over 50% is to major supermarkets. Building on our heritage and expertise, we have evolved our business and expanded into new markets: our successful contract services business brews and bottles ales on behalf of other businesses and our national distribution network delivers to over 9,500 customers across the UK. HOW WE ADD VALUE FOOD WE BREW GREAT BEER DRINK WE RUN GREAT PUBS ROOMS 8 6 % 7 2 % PREMIU M A L E o f b e er brewed is sold e x t e r a lly n BEER FOOD/DRINK PUBS ROOMS • Own-brewed beers reflect and strengthen our regional provenance, increase brand awareness and footfall into our pubs and bars • Ability to offer a complete customer package for brewing, bottling and distributing • A wider range of licensed brands strengthens our craft ale and lager credentials • Proven acquisition capability provides platform for further opportunities • Development of branding and format clarity has enabled fast and coherent food and drink innovation • ‘Create your own’ sharing platters broadens the appeal to customers • Different models provide flexibility in selecting the best way to operate each pub • Increasing our lodge offer adjacent to well- positioned pubs • Market-leading pub- restaurant designs and offers tempt increased spend per head • Room guests provide an increased contribution from drinking and eating in our pubs • Higher-margin premium and craft drinks development • Flexibility of formats to suit • Well-appointed rooms at customer demand budget prices • Economies of scale from Group buying power • Identifying opportunities for • Premium rooms command expansion into new locations higher room rates HOW WE MEASURE VALUE MARKET SHARE OF PREMIUM ALE NUMBER OF MAIN MEALS SERVED NEW-BUILD PUB-RESTAURANTS AND LODGES COMPLETED LIKE-FOR-LIKE SALES VERSUS MARKET (DESTINATION AND PREMIUM) AVERAGE PROFIT PER PUB EMPLOYEE ENGAGEMENT AND ENABLEMENT CROCCE / FREE CASH FLOW (FCF) / UNDERLYING EARNINGS PER SHARE (EPS) For further information see page 20 Marston’s PLC Annual Report and Accounts 2017 | 5 Strategic Report | Governance | Financial Statements | Additional Information Resources and Relationships underpinning our Business Model Our competitive advantage comes from the behaviours and skills of our people and the quality of the assets we invest in our business. Resources Resource QUALITY ESTATE How this supports value creation Activity during the year Risks • New-build programme • Higher quality of earnings • 19 pubs/bars and 8 lodges built • Business continuity • Lodge developments • Improved proft per pub • Development of Marston’s • IT • Managed and franchised • Enhanced customer experience • Investment in in-pub technology Inns website • 33 conversions to franchise • Piloting a new EPOS system • Regulatory ENGAGED COLLEAGUES Number of employees: • Pub business: 13,081 • Beer business: 1,463 • Support: 278 People strategy: • Recruit the best • Invest in training and development • Engage and empower • Our Ways of Working • Development of performance • Our people • It’s the team that differentiates us and talent tools • Apprenticeship programme • Health, safety and food hygiene • Enhanced customer experience • Talent Academy online • Training • Employee survey • Focus on recognition VALUED AND RECOGNISED BRANDS • Six breweries • Recognised category leader with • Acquisition of Charles Wells • Business continuity • 13 own-brand families • Portfolio of local and national brands • Licensed brands • 13 distribution depots • Contract services operation major national customers Beer Business • Focus on growth part of the • Investment in people beer market and innovation • National trading footprint • Value adding partnerships in licensed brands and supply chain • Major new partnerships with Punch, Hawthorn Leisure and Brakspear • Investment in distribution, warehousing and systems to improve effciencies in meeting customer demand • Regulatory • Health and safety • IT INNOVATION AND INSIGHT • Drink • Food • Service • Supports value for money and • Increased premiumisation • Regulatory quality of experience of range • Retains and attracts customers • Increased healthy range • IT • Our people • Opportunities identifed by monitoring market trends • Menus pairing food and drink • Collaborations between pub and beer teams to maximise the customer experience FINANCIAL CAPITAL • Mix of debt and equity • Gearing policy • Flexibility to invest in assets to maximise long-term returns • See Group Operating and Financial Overview for details • Financial covenants and accounting controls • IT 6 | Marston’s PLC Annual Report and Accounts 2017 Relationships WHO BENEFITS FROM OUR BUSINESS MODEL Our business model depends on strong relationships with key stakeholders that also benefit from the way we do business. In our corporate responsibility section on page 35, we expand on our approach to, and relationship with our customers, our people, suppliers, the community and our environmental impact. CUSTOMERS OUR PEOPLE THE ENVIRONMENT INVESTORS • We keep our customers • United by a clear purpose • Operating a sustainable • Focus on increasing return at the heart of everything we do: – Aiming to improve customer satisfaction at all times. – Offering choice and menus to suit all occasions. – Offering good value for money. – Continual food and drink development. – Aiming to provide market-leading support, advice and innovation for our partners. and set of values. • Engaged and enabled employees create a happy workplace. • As a responsible business we are committed to updating and training our people on a regular basis, offering both formal and self-development courses. • A rewarding career with benefits clearly linked to performance. and responsible business. on capital investment. • Reducing our impact through investment in energy-saving technology and recycling: – Emissions CO2 tonnes per £100,000 of turnover 2017: 13.72 (2016: 15.09). – In 2017, 76% of pub waste was recycled (2016: 63%). • Strategy of sustainable growth reflected through progressive dividend policy. • Long-term debt financing structure underpinning freehold asset base. • A strong governance framework facilitates disciplined decision making, targeted support and monitoring of Group performance. SUPPLIERS COMMUNITY GOVERNMENT • Long-term relationships give security to invest and expand. • Fair and transparent terms and conditions with maximum 60 days’ payment. • Protecting our reputation – accredited member of FTSE4Good. • Creating employment in local communities and contributing to local social initiatives: • Collection and payment of a wide range of taxes. • Engagement with government health initiatives and signed up to UK Government Public Health. • Encouraging innovation – ‘Pub is the Hub’ sponsor. and development. – Responsible drinking promotions. – Annual Give Back Week participated in by head office teams and pubs to raise charitable funds. Marston’s PLC Annual Report and Accounts 2017 | 7 Strategic Report | Governance | Financial Statements | Additional Information Our Marketplace We operate in a competitive marketplace, which presents both immediate challenges and long-term opportunities. Our market and consumer insight helps to support our strategic and investment decisions. Eat Our pubs offer something for everyone, from healthy options, to traditional favourites and emerging culinary trends. Drink Our pubs offer a broad range of drinks to suit all customer occasions. Our beer business offers a varied portfolio of brands that appeal to all types of drinkers. Stay Marston’s Inns provide great value accommodation in convenient locations adjacent to our pubs. 8 | Marston’s PLC Annual Report and Accounts 2017 TRENDS • An increasing demand for great value, yet high quality food. • Eating out has become less formal with customers looking for more interactive and social dining experiences and increased snacking. • Broadening customer base with a growth in younger consumers who eat out most frequently. • Widespread discounting as a means of encouraging visits. CHALLENGES • Ensuring that children’s menus provide healthy and nutritious options as well as something fun and exciting to eat. • Providing exciting choices for healthy options and restricted diets. • Appealing to a multi-generational customer base without resorting to discounting which affects proftability. • Customers expect more from a food and drink occasion. Experience is not just entertainment, but service style and communication. • Healthy eating versus eating-out indulgences and the ability to swap items and customise a dish to make it healthier. • Tailoring communications to customers based on their preferences, without holding too much personal data. • An increase in demand for customers’ differing dietary needs; from vegan to vegetarian dishes as well as ‘free from’. TRENDS • Pubs are no longer just about selling drinks CHALLENGES • Meeting customer demands for but about delivering authentic experiences and creating memories in a home from home. premiumisation and ‘drinking less but better’ and delivering a quality experience. • As consumer spending remains cautious, visits to the pub are decreasing and volume consumption of beer is declining. • Giving customers a compelling reason to visit a pub by providing something that they can’t get at home in a great fun environment. • Customers continue to drink less but seek a more premium experience and brand awareness is still important. • The rising obesity levels among adults and children and the increased levels of diabetes has driven a demand for lower sugar and soft drinks, particularly on occasions that involve food. • Ensuring our range of drinks remains relevant and appealing for different occasions and customer groups whilst managing the impact of regulations like the Soft Drinks Industry Levy. • Too much new product development could food the market and not meet the differing needs of consumers and customers. TRENDS • In 2017 75% of adults planned a staycation, up from 70% last year. Short breaks and UK city breaks are increasingly popular, consumers are looking for great value accommodation. • The choice, availability and quality of letting rooms is increasing in the UK. • Inbound tourism has increased because of the weakness of the pound, resulting in an increase in overseas visitors to the UK. • Undersupply in secondary market towns. CHALLENGES • Appealing to both business and leisure guests. • Increasing competition from peer to peer room rentals like Airbnb. • Attracting international visitors to regional towns. • Meeting customer expectations of a quality experience at an attractive price. OPPORTUNITIES • To offer everyday value within our core menu pricing, not constant discounting. • Identifying the core customers and occasions for different pub types to appeal to the next generation of pub goers. • Informality in eating, less strict meal times with more snacking and grazing. • Improving our in-pub and out of pub communications to encourage premiumisation and deliver richer experiences. • Customers who receive communications that are tailored to them, are twice as likely to interact with that brand as generic communications. • By understanding our customers and why they visit different types of pubs we can deliver an appropriate range of dishes giving them the choice to eat more healthily when they want to. OPPORTUNITIES • Leveraging Marston’s expertise in brewing and retailing beers to ensure that we have the best offer in the market place and new products which are different to the competition, delivered by passionate and knowledgeable teams. • Using the wide drinks range available in our pubs to encourage new and more frequent consumption, choosing us over the competition. • Innovation and development of drinks offer to meet changing customer demands. • Ensuring that the soft drink and no-alcohol range within our pubs delivers an equal experience for customers. OUR RESPONSE • All menus feature low calorie meals, healthy switches, vegan and vegetarian dishes and provide further nutritional information online. • Our menus focus on delivering pub classics alongside more adventurous and specialist dishes, and emerging culinary trends. • Our children’s meals come with at least one of your fve a day. In Carvery we are trialling a menu that encourages children to build their meal starting with vegetables frst. • Our range of sharing platters supports the social drinks occasion in our community pubs. • All marketing campaigns consider what value can be included to reward our customers. Discounting is very occasional and is only reactive to market opportunities. OUR RESPONSE • We are working closely with partner suppliers to reduce sugar in the soft drinks we serve. • We are using our drinks ranges to provide genuine reasons to visit our pubs, from market leading quality ales, non-alcoholic beers, cocktail offerings, gin and beer festivals. • We make drink/food pairing suggestions throughout our rotisserie menu to emphasise our brewing heritage and expertise in drinks. • Our in-house beer quality team and our ‘best in glass’ training programme focuses our pub teams on selling great quality drinks to our customers. Eating-out sales growth 2.8 2.0 1.7 10.5 8.7 2.6 2015 2016 2017 2015 2016 2017 Market % Marston's % Premium packaged ales (own ale) (Composite barrels) 213,597 225,901 236,539 2015 2016 2017 OPPORTUNITIES • Creating an environment that suits our customers’ needs whether for business or leisure. OUR RESPONSE • Using technology to target our digital social promotional activity to specifc catchment areas and customer types per Marston’s Inn. • Investing in new hotels in towns and cities • Developing a brand new booking platform to Revenue per available room (RevPAR) £33.51 £36.15 £37.74 throughout the UK to meet customer demand. • Improving the quality of facilities offered to provide a value-for-money experience. bring our functionality and user experience in line with hotel best practice. • Increasing our understanding of our guests, their experiences and preferences through a guest feedback programme. • Focusing our capital expenditure programme on the parts of the customer experience that matter most. 2015 2016 2017 Marston’s PLC Annual Report and Accounts 2017 | 9 Strategic Report | Governance | Financial Statements | Additional Information Chairman’s Statement “We have delivered record underlying turnover, 10% higher than last year. This strong growth reflects the success of our pub development plans, the acquisition of the Charles Wells beer business in June 2017, and increased distribution for our beer brands.” Roger Devlin Chairman RESULTS STRATEGY AND BREXIT OUR PEOPLE AND THE BOARD We have delivered record underlying turnover of £992.2 million, 10% higher than last year. This strong growth refects the success of our pub development plans, the acquisition of Charles Wells Beer Business (CWBB) in June 2017, and increased distribution for our beer brands. However, our fnancial performance was impacted by a variety of market pressures including higher costs, increased competition, and weakening consumer confdence. Many of the higher costs were outside our control – for example, the minimum living wage increase, the Apprenticeship Levy, higher business rates, and food and energy cost infation. We believe however that we have exercised good cost discipline, and the fact that Marston’s is a long-established pub and brewing business with an excellent reputation for service, quality and value, with strong freehold asset backing, enabled us to increase underlying proft before taxation by 3% to £100.1 million (£100.3 million on a statutory basis, up 24%), with a 2% increase in underlying earnings per share to 14.2 pence (14.2 pence on a statutory basis, up 12%). DIVIDEND I am pleased to recommend a fnal dividend of 4.8 pence per share, an increase of 2.1%, which brings the full year dividend to 7.5 pence per share, an increase of 2.7% in line with the growth in earnings. Dividend cover is maintained at 1.9 times. For the new fnancial year we have trimmed our openings programme to 15 new pubs and bars, and six lodges, recognising that there is greater political and economic uncertainty than was the case a year ago. I believe however that the principal elements of our strategy, as described on page 12, continue to be appropriate for current market conditions. Since 2010 our strategy has been consistent and has delivered signifcant improvements in performance. Average proft per pub has increased 70%, brewing proft has increased 60% and our return on capital on £2 billion of mainly freehold assets has also steadily improved. Cash dividend payments have increased by 34%, and we have returned around £300 million to shareholders through dividend payments. Our fnancing is long term, at fxed rates of interest, and has a manageable repayment profle. Since 2010 fxed charge cover – the ratio of profts to interest and rent on leasehold properties – has increased from 2.3 to 2.6 times, representing a signifcant improvement in our ability to service all of our debt obligations, including leases. In summary, Marston’s is in a stronger position than it was in 2010 in the aftermath of the fnancial crisis. Clearly, Brexit is a cause of current political and economic uncertainty. There are specifc risks to our sector around the status of EU workers as approximately 4% of our employees are from the EU, and we urge that their right to live and work in the UK should be protected. Overall however we respect the UK’s democratic choice, and will embrace change as we make the most of the opportunities that may arise, and we will mitigate any downsides. Our people have worked extremely hard to achieve these results, and in particular to integrate CWBB. I thank them all for their commitment and support. I would like to thank Nick Backhouse, who will stand down as Non-executive Director after the AGM in January. Nick joined the Board in February 2012, and chaired the Audit Committee. I also thank Peter Dalzell, Managing Director of Marston’s Inns & Taverns, who left the business in September 2017 after 22 years’ service. Matthew Roberts joined as Non-executive Director in March 2017 and will succeed Nick as Chair of the Audit Committee. OUTLOOK Our strategy aims to provide excellent service and value to our customers, as well as rewarding careers to our employees. By getting these basics right we believe we will create value for our shareholders over the long term. We have been disappointed that, although our investment and developments have generated returns in line with targets and above our cost of capital, 2017 has been a poor year in terms of share price performance. The Board has considered the reasons for this carefully, and we believe that it largely refects wider market uncertainty or sector concerns rather than our own results or confdence in the future. We have nevertheless responded by adopting a more cautious approach to investment for the time being, but we are still targeting growth in 2018 and beyond. Roger Devlin Chairman 10 | Marston’s PLC Annual Report and Accounts 2017 Chief Executive’s Statement “We have achieved strong revenue growth and higher earnings, despite increasing employment and property costs. Our business has been transformed in recent years with a significant improvement in the quality of both our pub and beer businesses.” Ralph Findlay Chief Executive Officer Underlying proft before tax was up 2.9% to £100.1 million (2016: £97.3 million), principally refecting the contribution from new pubs and bars and the strong Brewing performance. Basic underlying earnings per share for the period of 14.2 pence per share (2016: 13.9 pence per share) were up 2.2% on last year, refecting a lower tax rate in the period, and despite the higher number of shares following the equity issuance referred to above. On a statutory basis, proft before tax was £100.3 million (2016: £80.8 million) and earnings per share were 14.2 pence per share (2016: 12.7 pence per share). The year-on-year change principally refects the positive movement in the fair value of interest rate swaps in the period. Net debt at the period end was £1,329 million (2016: £1,269 million), with the differential driven by working capital from CWBB described above and the timing of new-site expenditure. Net debt excluding property leases is in line with last year. Since the year end we have recovered £15 million of the debtors arising from CWBB. GROUP OVERVIEW We are pleased to report growth in earnings in each of our trading divisions despite the subdued trading experienced across the sector over the summer. We continued our track record for outperformance in each of our pub businesses for the third year in succession and we continued to grow market share in our leading beer business. STRATEGY AND MARKET Our results, summarised below, demonstrate the continued validity of our strategy, with growth in revenue and earnings despite challenging market conditions in the second half year which have been well documented. They also demonstrate the resilience of our business model through operating across all elements of the pub market, investing in accommodation and continuing to grow our beer business which now accounts for around 15% of earnings, having risen from 10% in 2007. We remain focused on delivering sustainable growth and maximising return on capital, with six key components to our strategy. More information on each strategic pillar is set out on pages 13 to 19. KEY EVENTS In June we acquired CWBB for an initial cash consideration of £55 million, plus working capital and fair value adjustments of £36 million. The acquisition was funded through a £76 million equity raise in May. The business incorporates a portfolio of well-known brands including Bombardier, Young’s and McEwan’s ale, together with the UK distribution rights for Estrella Damm, the Catalan lager. The acquisition is consistent with our strategy of focusing on premium beer brands with local provenance, as well as providing opportunities for growth in the developing free trade market. Additionally, the acquisition further strengthens Marston’s presence in London and the South East and presents a platform to expand our beer business into Scotland. The integration continues to proceed as planned and we expect to deliver synergies of £2 million in fnancial year 2018 and total synergies of £4 million by 2019, in line with previous guidance. During the year the Group also acquired a small package of pubs from Whitbread, to further enhance our Destination and Premium estate for a consideration of £13 million with a refurbishment investment of £3 million. In addition, in May, we acquired three Pointing Dog premium bars for a total consideration of £8 million. The proft contribution of these acquisitions was minimal in 2017 as we undertook a refurbishment programme. FINANCIAL OVERVIEW Total underlying revenue increased by 9.5% refecting the acquisition of CWBB, the contribution from new openings and pub acquisitions and positive like-for-like sales in our pub business. Group operating margins were in line with guidance but behind last year refecting increased costs in Destination and Premium, the continued impact of converting pubs from tenancy to franchise and the short-term dilution impact of the CWBB acquisition which operates at a lower margin than our existing beer businesses ahead of the synergies to be generated in the next fnancial year. Marston’s PLC Annual Report and Accounts 2017 | 11 Strategic Report | Governance | Financial Statements | Additional Information Chief Executive’s Statement continued OUR PURPOSE AND VALUES 2017 has seen the ongoing integration and adoption of Marston’s ambition, purpose and values (our Ways of Working) across the business. Employee processes and touchpoints, such as our appraisal, recognition, training and development, and induction, to name a few, have now been updated and aligned, helping our people to connect with our values and play their part in making our purpose become a reality. Employees continue to positively embrace all three elements, proactively bringing them to life and linking to them through roadshows, conferences, divisional newsletters and noticeboards, supported by Group-wide communications and support materials. It’s important that we continue to keep these front of mind and present in our daily tasks so they become present in all aspects of the Marston’s experience and deepen our unique culture. Great strides have been made to focus on our ambition to make Marston’s ‘The Place to Be’ to ensure our people are not only aware of the business strategy, but also understand how they can personally contribute to business success. In fact the annual employee survey showed a 10% increase in employees understanding the part they play in helping the Group achieve its plans and goals, which is a signifcant improvement and achievement. By continuing to encourage our people to work as one team, demonstrate that they care, celebrate our successes and dream big, we know both they and our customers will feel the beneft. Our purpose Helping our people and customers feel good by keeping them at the heart of all we do. Our purpose is supported by our six strategic pillars which are listed below. More detailed information on each pillar is set out on the following pages. 1 2 3 4 5 6 Operating a high quality pub estate Targeting pub growth Increased investment in rooms Offering the best consumer experience: quality, service, value and innovation Leadership in the UK beer market Ensuring people are at the heart of our business Our values (Ways of Working) We are one team – one Marston’s team, trusted to make the right decisions and play our part. WE CARE We care – we take time to listen, understand and do the right things for our customers. WE ARE ONE TEAM WE CELEBRATE We celebrate – when we do something really well, we shout about it and have fun celebrating. WE DREAM BIG We dream big – together we strive to make Marston’s ‘The Place to Be’ and exceed expectations. 12 | Marston’s PLC Annual Report and Accounts 2017 Our Strategy 1 Operating a high quality pub estate STRATEGIC PRIORITY To ensure we have the right consumer offer by having a pub estate with fexible operating models that cater for a broad range of customers. OUR KPIs • Like-for-like sales versus market • Number of main meals served • Average proft per pub • Employee engagement and enablement 2017 update We operate a pub estate that caters for a broad range of customers, with fexible operating models. As a consequence we ensure that we have the right consumer offer, accompanied by the most appropriate operating model, to maximise sales and profts for each individual pub. The key elements of this are listed in the next column. DESTINATION AND PREMIUM – 397 PUBS Our Destination pubs offer family dining and great value in a relaxed pub environment. We aim to retain strong pub values while refecting modern tastes and trends in a fast moving and competitive market. Our Pitcher & Piano bars and Revere bars and pubs offer premium food and drink in attractive, often iconic town centre and suburban locations. TAVERNS – 806 PUBS Our community pubs are great ‘locals’ with a more traditional pub ambience in strong locations. The contribution of the licensee, together with strong community engagement, are critical to the success of the pub with entertainment, teams and games often at the heart of the pub’s activities. LEASED – 365 PUBS These distinctive pubs beneft from a high degree of independence and committed licensees. The leased model, with longer- term assignable agreements, attracts skilled entrepreneurs who build value through developing their own businesses. We contribute through our expertise in attracting the right lessee, dealing in a fair manner and providing business support. Average proft per pub 2012 Proft +52% 2017 Proft £73k Destination and Premium Taverns Leased % 36 47 17 £111k Destination and Premium Taverns Leased % 51 33 16 ‘The Place to Be’… Bringing our town centre bars back to life Historically, many of our town centre bars were shoehorned into different formats, whether or not it was the right decision.We now have a team that is dedicated to rejuvenating these bars. To achieve our vision of ‘hosting every social occasion’, we need to give customers a reason to visit and ensure our operators have the right tools to do this. A number of sites had remained un- invested for a long time and with no shortage of ideas for innovation the team focused on the ideas that would really help each site ‘come back to life’, get customers through the door and produce a fnancial beneft. The Calder and Hops in Wakefeld (formerly The Gate) had lacked meaningful investment for a long period of time.To put it frmly back on the Wakefeld map it needed a complete overhaul and the introduction of lots of talking points! This was achieved with a new colour-changing lighting system for inside and outside signage, full digital ‘point of sale’, bookable spaces with champagne tables and fridges in booths and, in keeping with Marston’s brewing heritage, a cask ale cellar was installed as part of the back bar visual. As a result of the investment, cask ale sustainability has doubled from two lines per week to four. Sales have increased by over £4k net per week, and return on investment is 54%. Marston’s PLC Annual Report and Accounts 2017 | 13 Strategic Report | Governance | Financial Statements | Additional Information Our Strategy continued In recent years we have invested in, and developed our skills and expertise in our Premium pub business, comprising Pitcher & Piano and Revere. We are seeking to selectively expand the estate through both new-site development and acquisition. In 2017 we completed 19 pubs and bars in the Destination and Premium estate. In addition, we acquired the three-pub Pointing Dog Group in May and six pubs from Whitbread in June. As described later in the report, we expect to open 15 pubs and bars in 2018. DEVELOPMENT OF THE FRANCHISE MODEL We pioneered the introduction of franchise- style agreements in the pub sector. We believe that the franchise operating model in community pubs creates the best experience for our customers and is the most fexible and attractive model for licensees. It is our intention to convert most of our pubs in the Taverns business to this model over time and we continue to review the feasibility of rolling out the franchise model into the Destination estate. During the year we have taken operational responsibility for 22 pubs from New River Retail. These pubs will be operated under our franchise model on a 15 year lease arrangement. ‘The Place to Be’... Countryside pub conversions: Accent We have some beautiful country pubs in areas where the demographics do not support conversion to a Revere pub and the building is too iconic for our standard branding within the Destination estate. Accent is our newest operating format: a great authentic countryside or village pub that is supported by all the hearty food you would expect from a great British country pub, augmented with some exciting twists.The bar celebrates Marston’s legendary range of ales but also adds more niche wines and spirits to tempt experimentation! We needed something to maximise the value of these fantastic locations and with a 27% return on investment the frst four have launched to great local acclaim.You also can’t underestimate the local delight at having a building transformed into the hub of the community. Accent works really well where we have hotel rooms upstairs and we have developed those rooms to keep tradition with the building below whilst keeping prices aimed at every-day travellers. We have four more Accent conversions planned before March 2018 and a pipeline of 30 in the next three years. 2 Targeting pub growth STRATEGIC PRIORITY The new-build programme remains our key growth driver. Our strategy has evolved to capitalise upon other opportunities for expansion where the returns create signifcant shareholder value. OUR KPIs • New-builds completed • Underlying EPS • FCF • CROCCE • Average proft per pub 2017 update NEW PUBS AND BARS In our Destination business, we have opened over 200 pub-restaurants in the last ten years, representing around 60% of the current Destination estate. These pubs offer family dining at reasonable prices and generate high turnover, with target sales of around £25,000 per week and a food sales mix of around 60%. Competition and differentiation are key considerations. We operate in a market with signifcant investment in casual dining, fast food and restaurants, therefore our pub-restaurant investment is targeted in areas that are less exposed to intense competition, particularly outside London and city centres. We beneft from the broad appeal of the “pub” brand which occupies a unique position in the market and has demonstrated longevity. 14 | Marston’s PLC Annual Report and Accounts 2017 3 Increased investment in rooms STRATEGIC PRIORITY To enhance pub proftability by expanding our rooms offer. OUR KPIs • Lodges completed • Like-for-like sales versus market • FCF • CROCCE 2017 update Accommodation acts as a highly complementary income stream to an existing pub. Organic room income has been consistently strong with growth in both sales and RevPAR for each of the last four years and we anticipate similar trends in the future with growth in leisure and business visitors. We operate around 1,250 rooms across our Destination and Premium pub estate, including 22 lodges. During the year we opened eight lodges and expect to open six during 2017/18 including our largest lodge to date in Ebbsfeet. NEW LODGES Looking forward, we expect accommodation to be increasingly important to our investment plans, and we are acquiring sites for development this year and thereafter. The combination of pub-restaurant with an adjacent lodge is attractive in the context of increasing business and leisure travel. • Average proft per pub NUMBER OF ROOMS • Underlying EPS Lodges Other Destination pubs Premium Taverns 2017 679 426 124 40 2016 371 418 124 40 Year 2017 2016 2015 2014 Total number of rooms RevPAR Year on year Occupancy 1269 953 797 722 £37.74 £36.15 £33.51 £29.78 4.4% 7.9% 12.5% 14.5% 74.1% 73.3% 71.8% 69.4% ‘The Place to Be’... Growing our rooms business Marston’s Inns is a rapidly growing part of our pub business with sales increasing over the past 12 months. We added 300 rooms last year through extensions and new-build lodges. There will be further expansion in the 2017/18 fnancial period including the eagerly awaited arrival of our 100-bed fagship lodge in Ebbsfeet. We now stretch from Peterhead, in Northern Scotland, to Exeter with 63 other sleeping locations in between! Our existing lodges were in 11% sales growth for the 2016/17 fnancial period as awareness of our offer increased and we grew both occupancy and price. We stay very true to our ‘eat well, sleep well’ mantra; all of our lodges are located by a great Marston’s pub and we know that pub hospitality is key to our success.This is demonstrated by signifcant ancillary sales for our pubs where we open new lodges. To maximise the ‘eat well, sleep well’ aim we have developed a new ‘less corporate feel’ room which embodies warmth and style and this will launch in Nottingham in early 2018. Mindful of the growing importance of room sales we have appointed two new senior members of the team: an operations manager and a marketing and revenue manager.They will drive operational consistency and sales opportunities to help us maximise the return on our investment. Marston’s PLC Annual Report and Accounts 2017 | 15 Strategic Report | Governance | Financial Statements | Additional Information Our Strategy continued We are also utilising the benefts of the integrated model, with our pub and brewing teams working closely together to improve our understanding of the drinks category and deliver growth across the Group. Following the acquisition of CWBB, there are excellent opportunities to develop the drinks range further. In addition to the excellent cask ale brands, there are signifcant retail opportunities through extending the distribution of Estrella Damm and Founders. Initiatives such as “Masters of Cask” and “Drinks Doctors” between the teams are helping to defne optimum ranging in our pubs and enhance the category knowledge in our Brewing sales teams. SERVICE We measure service on a pub-by-pub basis through a combination of internal and external mechanisms. We are in the process of investing signifcantly in high speed broadband and state-of-the-art EPOS equipment which will provide us with better customer information, improved service and are expected to contribute to proft improvement in 2018. We continue to make focused developments in our digital plans, having developed in house: “Sentifeed” a social media listening tool, “Tap-In” an app-based customer loyalty scheme and “Nudge” an application to develop engagement and performance of our pub teams. Although in the early stages of implementation, all three are providing positive results. VALUE Value for money is a key element of our offer. We do not aim to offer the lowest prices in the market but aim to offer a fantastic experience that represents great value for money. Our approach to pricing is to offer “everyday” pricing rather than recourse to heavy discounting and vouchering activity, which has been prevalent in the sector. We believe this approach is preferred by our customers and demonstrated by our continued outperformance of the market over the last three years. 4 Offering the best consumer experience: quality, service, value and innovation STRATEGIC PRIORITY Providing a premium experience in an informal setting at any time of the day and ensuring our offer remains attractive to customers. OUR KPIs • Number of main meals served • Like-for-like sales versus market • Employee engagement and enablement 2017 update QUALITY OF FOOD AND DRINK Given the pace of change and competition in the sector, we prioritise quality and target a food offer with appeal spanning a broad range of age groups. As previously reported, we have introduced Pizza Kitchens, Milestone Rotisserie and Smokehouse into our pub estate as well as updating traditional pub offers such as the Carvery to ensure they are relevant to all customers, young and old. We continue to develop our offers to ensure we can remain attractive to all customers both now and in the future. In 2016/17 we have introduced new concepts including Firebrand, a new Grill & Pizza offer, and Accent, a premiumised offer with broad demographic appeal, which are intended to enhance the experience for our customers whilst continuing to offer everyday value. Similarly, we are seeing constant change in trends in beer, wines, spirits and non- alcoholic drinks. Growth in premium drinks continues, with strong consumer interest in new brands and styles, including non- alcoholic drinks. In our Taverns business we are creating the community pubs of the future, incorporating changes to the drinks category to ensure our community pubs are attractive to younger customers, without alienating our more traditional clientele. 16 | Marston’s PLC Annual Report and Accounts 2017 ‘The Place to Be’... Carvery menu relaunch Delighting around 2,500 guests per week at 60 locations nationwide, Milestone Carvery is one of the best loved and most successful pub-restaurant formats in the Destination portfolio. The latest Milestone Carvery menu launched with a striking new design, a bold selection of new dishes and an energised team more enthusiastic than ever about delivering outstanding customer service and sales growth. Our approach to menu development is to focus on quality and consistency on the traditional carvery deck, and innovate in the “non-carvery” section of the menu by serving a unique carvery angle on a range of familiar pub classics. The big change this autumn was to add a range of limited edition seasonal specials with a twist – offering guests an innovative alternative to the typical festive fayre options of roast turkey and Christmas pudding, creating a true point of difference. Alongside an Italian herb porchetta, a mouth-watering fruity salmon dish and a butternut squash steak vegetarian option, not to mention a festive Camembert sharer and an irresistible cookie fondant for two, the breakaway star of the new menu is the “Yorkie Pud Wrap”… a full roast dinner inside a burrito style Yorkshire Pudding wrap. In our market place it is very unusual for something new to break in to the top 20 dishes, even more so in Milestone Carvery where over half of our guests choose the carvery itself. So it’s amazing that within four weeks we sold 8,500 wraps – ranking 7th most popular dish by volume! 5 Leadership in the UK beer market STRATEGIC PRIORITY To provide a portfolio of market- leading brands to meet consumer demand for local provenance and taste, focused on the growth segments of the market. OUR KPIs • Market share of premium cask ale • Market share of premium packaged ale 2017 update The UK beer market is evolving with consumers seeking a wider choice of beers with local provenance and taste, including craft beers. The off-trade continues to grow, with the strongest growth in the premium bottled ale segment and the craft beer category. Our established strategy is well-positioned in respect of these trends. We have evolved our business signifcantly with pro forma operating profts (accounting for a full year of CWBB and synergies) almost double that from ten years ago, exploiting the market trends starting with the acquisition of Refresh in 2008 which increased our scale and expertise in the off-trade, and the acquisitions of Ringwood, Jennings and the Thwaites’ beer business, which strengthened our local footprint. The acquisition of CWBB will further consolidate our leading position in this regard. We have a wide portfolio of beers from our own six breweries, a national distribution network and a local approach to beer brand management. Around 1 in 4 premium bottled ales and 1 in 5 premium cask ales in the UK are Marston’s brands. Premium ales now account for around 72% of sales and the mix of sales to the off-trade is 53%. Our position as category leaders has been recognised across the industry, further evidenced by the number of national awards we received over the year. Our own annual publications, the Cask Ale Report and Premium Bottled Ale Report, continue to be highly valued by both our on-trade and off- trade customers, for insight into current and future market trends. Our largest brand, Hobgoblin, is the most followed beer brand on social media, and in a recent YouGov survey, Hobgoblin was voted the third most recognised beer brand in the UK, behind two global beer brands. It remains after 10 years “The Unoffcial Beer of Halloween”. We also revitalised the Marston’s beer brand in 2017, repositioned to be more attractive to younger consumers under the marketing banner “From Burton with Love”. Although it remains early days, the consumer feedback has been strong and we have gained new national listings for “61 Deep” Pale Ale and “Pearl Jet” Stout. Two brands from our recent acquisitions have also received national marketing awards, with both Bombardier “March To Your Own Drum” and Wainwright “Find Your Mountain” achieving awards at the Beer and Cider Marketing Awards. Outside our own ale brands, collaboration brands also form part of our strategy. We have the UK licences for Estrella Damm, Shipyard, Warsteiner, Kirin, Erdinger, Krusovice and Founders brands and in cider we have the licence for Kingstone Press Cider. All have performed extremely well in the year, and of particular note, Shipyard is now the number one draught craft beer in the UK. We have a highly experienced and talented brewing and logistics team, who ensure that we are operating at maximum cost effciency. In addition, we undertake extensive contract services work on behalf of a broad range of competitors who also recognise the benefts of working in partnership with us. In 2016 we invested in additional warehousing at the Marston’s Brewery in response to the growth in our own brands and our contract business. During the year we entered into a fve year agreement to become the exclusive distributor to Punch B, comprising a portfolio of c.1,355 leased and tenanted pubs nationwide, in addition to a similar contract to exclusively distribute to Hawthorn Leisure’s c.250-strong pub estate in England and Wales. Since the year end we have entered an agreement to be the exclusive distributor to the Brakspear Pub Company with effect from November 2017. As well as driving strong organic growth, we have successfully integrated the acquisition of Thwaites’ beer business into the organisation, with earnings slightly ahead of our expectations, and the transformation of Wainwright into one of our fastest growing brands. ‘The Place to Be’... Arena Racing Company contract In February 2017, Marston’s agreed terms with Arena Racing Company (ARC) in an exclusive deal to supply ale, lager, cider and stout to its 15 racecourses across the country. With ARC having a major footprint in the UK’s racing industry, this was a high profle deal involving sponsorship of race days and the opportunity to take customers out for a great day’s racing. The success of our proposition to ARC was largely twofold: • Our frst point of difference, in contrast to the standard deals in the industry: we offered ‘differential ranging’, that is, the right product for the right racecourse.What might work for Newcastle as a brand range is not necessarily right for Brighton. We were able to do this because of our extensive product range being a mixture of own ale, licensed brands and other third party products. • Secondly, we offered devolvement of the decision-making process to the local Business Development Manager. This meant that each racecourse would be looked after by a local person who had a personal vested interest in the success of that course. A simple but rare proposition for such a large account. Whilst only part way though our frst year of supply Marston’s was nominated in two categories at the recent National Racecourse Catering Awards, winning “Most Effective Brand at a Racecourse”. Marston’s PLC Annual Report and Accounts 2017 | 17 Strategic Report | Governance | Financial Statements | Additional Information Our Strategy continued Over the last year, we’ve worked hard to improve our Performance, Career and Development Review (PCDR) process to make sure that our people have absolute clarity about what they need to achieve and how they need to achieve it. However, improving the process is just part of the story, we’ve worked even harder to upskill our people to ensure that when they go through the different stages of this process, they are having quality conversations, feedback and direction that will really drive individual and business performance. We’ve also made it easier than ever for our people to access the training and development they need and want by launching a new online training portal, also available as an app for our front-line team members. It’s called the ‘Marston’s Talent Academy Online’ and it’s designed to support a blended approach to our training and development, offering both formal courses, as well as employee self-development. This further enhances our commitment to training which sees just over 40% of our workforce receiving formal training. Attracting new people to work with us is also key to our future success, which is why we’ve continued to focus on enhancing our established apprenticeship programme. We’ve been busy developing and introducing apprenticeships across our entire business to increase our pipeline of talent across pub, brewery, logistics and Group service roles. We have developed 304 apprentices this year so far and are on track to train a total of just over 450 by the end of the year. In October, the National Apprenticeship Service highly commended our apprenticeship provision as part of the National Apprenticeship Awards 2017. We continue to strive to make Marston’s ‘The Place to Be’ for our existing and prospective employees by providing an experience that’s attractive and fulflling for our people and benefcial for our business. Our gender diversity chart is shown on page 47 6 Ensuring people are at the heart of our business STRATEGIC PRIORITY If our people feel good and enjoy what they do, our customers will feel the benefts, enjoying and buying more of our products more frequently. OUR KPIs • Employee engagement and enablement • Like-for-like sales versus market • Number of main meals served 2017 update Marston’s employs around 14,500 people and, although many businesses claim that ‘people are our most important asset’, it is the case that nothing makes a bigger difference to our business than our people. At Marston’s we know if we develop and inspire our people, they will grow our business. It’s their passion for customer service and quality products that makes our business successful – that’s why our shared purpose is to keep our people at the heart of all we do. Key to unlocking the potential of our people is to engage and unite them through our Ways of Working, while also enabling them by providing skills, tools and environments so they can play their part and contribute. As such, we measure both engagement and enablement of our people through our employee survey and whilst our scores are signifcantly above the comparator group, we continually develop our work in this critical area. One of the highlights of this year’s survey is a signifcant improvement in employee alignment to our overall goals and a notable increase in awareness of the possible career opportunities at Marston’s. 18 | Marston’s PLC Annual Report and Accounts 2017 ‘The Place to Be’... Investing in apprenticeships At Marston’s we now train over 450 apprentices across our pubs every year. We see the importance and value of providing high quality apprenticeships, accessible and relevant at every level, with clear progression pathways to develop the skills, knowledge and behaviours of our people. Our people challenges In our pubs… We operate in a highly competitive and expanding market place with new casual dining outlets opening all the time. Recruiting and retaining talent is a signifcant challenge, particularly in back of house roles such as head chefs. In our breweries and supply chain… Here at Marston’s, we have an ageing engineering workforce in our breweries: 60% are over the age of 50, of which 77% are over 60, refecting the national shortage of skilled engineers. How apprenticeships are helping In our pubs We are part of the Trailblazer Employer Groups for hospitality with our new apprentices all enrolled on the new national standards. One in three of our pubs have an apprentice and three out of four apprentices complete their apprenticeship. Apprenticeships are open to both new and existing team members and are aligned to our ways of working. Our four year chef development apprenticeship programme demonstrates how a young person can progress to become a Head Chef. Investing in apprenticeships continued In our breweries and supply chain… The new Mechatronics standard: a multi-skilled engineering apprenticeship scheme, will support our skilled pipeline for those critical hard-to-fll roles. In August 2017 four 17 year old apprentices started their four year journey with us and the 2018 intake is already in the planning stages! As part of the Brewing Trailblazer Employer Group we are developing industry specifc standards such as a Drinks Dispense Technician. Over 100 applications for our Warehouse to Wheels two year apprenticeship programme were received in under a week. Apprentices on this programme work towards gaining their fork lift truck licence, followed by an LGV licence as part of learning the traditional role of a dray, delivering our products to our customers. The journey doesn’t end here… We will continue to evolve our apprenticeship offer, embracing the new standards being developed and continuing to meet the needs of our people and our business and the industry challenges we face. CURRENT TRADING AND OUTLOOK Trading in the current fnancial year is in line with our plans. Pub like-for-like sales and beer volumes have been in growth for the period, up to the date of this report. Albeit early in the year, there have not been any material changes to market conditions that would impact on our expectations for the full year. With regard to cost guidance for 2018 there are no material changes to the cost trends highlighted previously. We have protected a signifcant proportion of our cost base through long-term relationships with suppliers and fxed price contracts, actively managing the risk to our margins. As set out in our October trading update, we have identifed cost savings of approximately £5 million per annum demonstrating that we are alert to opportunities to mitigate ongoing cost increases. We anticipate underlying operating margins in our pub business to be slightly below those achieved in 2017. In summary, we are targeting further growth in the current fnancial year, refecting organic growth and the rollover beneft of the CWBB and pub acquisitions described above, and to make progress against our key fnancial objectives. Ralph Findlay Chief Executive Officer OUR FUTURE PLANS • Our new-build programme for 2018 will feature an integrated pub-lodge design and our largest lodge to date (100+ rooms) opens in Ebbsfleet in early 2018. • Continuing evolution of our pub offers with the expansion of new concepts: Firebrand, a Grill & Pizza offer, and Accent, a premiumised offer to a wider audience. • We have created a new World Beers team, working with some of the best brand owners, focused on extending the range of premium products available to our customers – including US craft beers such as Founders and European premium beers such as Estrella Damm. • Further collaborations between our pub and brewing teams to optimise our drinks range and enhance category knowledge in our sales teams, using initiatives such as ‘Masters of Cask’ and ‘Drinks Doctors’. • In-pub technology: in addition to rolling out our new state-of-the-art EPOS system, we are investing more in our understanding of how customers engage with our pubs and lodges across multiple channels so that we can target our digital social promotional activity to specific catchment areas and customer types. • To complement the development of our internal talent, we are looking to increase our activities to attract talented people by maximising our progress on the people agenda. We are specifically using the work we have done on establishing our Ambition, Purpose and Ways of Working as a basis for recruitment campaigns, developing our employer brand and therefore making Marston’s ‘The Place to Be’ for external recruits. • We take the privacy of personal data very seriously and, in recognition of forthcoming legislation (GDPR), we are enhancing the way we protect the data we hold without constraining our digital innovation. ALLOCATION OF GROWTH CAPITAL In 2018, we expect to open 15 pubs and bars and six lodges. We believe that investment in new pubs and bars continues to create shareholder value, and remains an important component of our strategy to achieve organic growth. The site pipeline remains strong and we will maintain the current pace of site acquisition to continue similar levels of expansion beyond 2018. Marston’s PLC Annual Report and Accounts 2017 | 19 Strategic Report | Governance | Financial Statements | Additional Information Our Key Performance Indicators We have a range of financial and non-financial KPIs to help us stay focused on our strategy and align remuneration to performance. More on our strategy on page 13 More on our principal risks on page 25 More on our Remuneration Report on page 53 Our six strategic pillars 1 2 3 Operating a high quality pub estate Targeting pub growth Increased investment in rooms 4 5 6 Offering the best consumer experience: quality, service value and innovation Leadership in the UK beer market Ensuring people are at the heart of our business Financial KPIs Average proft per pub Why we have chosen this KPI A measure of our success in creating quality pubs that match customers’ needs. How it links to Strategy, Risk and Remuneration Pillars 1, 2 and 3 Risk – market/operational and regulatory Impacts bonus measure of Group proft CROCCE Why we have chosen this KPI A key driver of shareholder value and refects progress made on investments, disposals and proftability of our core estate. How we calculate CROCCE is shown on page 34. How it links to Strategy, Risk and Remuneration Pillars 2 and 3 Risks – business continuity and regulatory Annual bonus and Long Term Incentive Plan (LTIP) measure Free cash fow (FCF) Why we have chosen this KPI A measure of cash generated and available to reinvest in the business, return to shareholders in the form of dividend or repay debt. FCF is the operating cash fow of the business after tax and interest are deducted. How we calculate FCF is shown on page 34. Underlying earnings per share (EPS) Why we have chosen this KPI A widely-used proftability and valuation measure. How it links to Strategy, Risk and Remuneration Pillars 2 and 3 Risks – business continuity, regulatory and fnancial covenants LTIP measure How it links to Strategy, Risk and Remuneration Pillars 2 and 3 Risks – business continuity and regulatory Impacts bonus measure of Group proft 20 | Marston’s PLC Annual Report and Accounts 2017 £100k £108k £111k 2015 2016 2017 10.8% 10.9% 10.7% 2015 2016 2017 £89.6m £111.2m £103.1m 2015 2016 2017 12.8p 13.9p 14.2p 2015 2016 2017 Non-Financial KPIs New-build pub-restaurants and lodges completed Why we have chosen this KPI The programme is a key driver of proft and returns growth within our business. Our plan is to open at least 15 pubs and bars and six lodges per annum. How it links to Strategy, Risk and Remuneration Pillars 2 and 3 Risks – regulatory, health and safety, IT and fnancial covenants Impacts bonus measure of Group proft Like-for-like sales versus market (Destination and Premium) Why we have chosen this KPI Our aim is to make Marston’s ‘The Place to Be’ and the best way to measure this is to compare our like-for-like sales performance against the market (based on the Coffer Peach Business Tracker). How it links to Strategy, Risk and Remuneration Pillars 1, 3, 4 and 6 Risks – IT and our people Impacts bonus measure of Group proft Number of main meals served Why we have chosen this KPI A key volume indicator of growth in food sales, it provides the foundation from which increased spend per head can be achieved through starters, desserts and coffee. How it links to Strategy, Risk and Remuneration Pillars 1, 4 and 6 Risks – market/operational, regulatory, health and safety, IT and our people 3 6 8 25 22 19 2015 2016 2017 2015 2016 2017 Lodges Pub-restaurants 1.6% 2.5% 0.8% 2015 2016 2017 36.9m 38.8m 37.5m 2015 2016 2017 Market share of premium ale Why we have chosen this KPI We seek to maintain our lead in the premium cask and packaged ale market through innovation, quality and range of beers. This measure allows us to compare our relative performance to competitors. We have changed the bottled ale measure to packaged ale to include cans, which better refects the market we operate in. How it links to Strategy, Risk and Remuneration Pillar 5 Risks – regulatory and health and safety 19% 20% 21% 18% 20% 20% Employee engagement and enablement Why we have chosen this KPI We believe that engagement and enablement are inextricably linked and essential to our ongoing success. If our employees are engaged with us and our strategy and enabled to contribute and deliver, this will result in a positive work environment, great customer service and improved business performance. How it links to Strategy, Risk and Remuneration Pillars 1, 4 and 6 Risks – health and safety and our people 2015 2016 2017 2015 2016 2017 Packaged Cask 76% 73% 77% 76% 68% 2016 68% 2017 65% 2016 65% 2017 Engagement Enablement In Spring 2016 we undertook an improved employee survey process, measuring both engagement and enablement across our business. Benchmark As this process is signifcantly different to past survey data, we are not able to provide any direct like-for-like comparisons for 2015, however, we have also included data for the ‘UK Norm’ from the Korn Ferry Hay Group Engagement Survey, to provide a comparison. Marston’s PLC Annual Report and Accounts 2017 | 21 Strategic Report | Governance | Financial Statements | Additional Information Our Risks and Risk Management OUR APPROACH TO RISKS Managing risks effectively is essential for business growth and adding value to our Group. Risks represent both threats and opportunities. The threats can be external to the Group, often demanding new ways of conducting business, for instance legislative changes or cyber attack. Internally generated risks also occur, necessitating a strong environment of internal controls in order to identify changes, assess their impact and, if required, respond rapidly. We recognise that opportunities created by risks within our market sector are constantly occurring. In order to respond to these opportunities our business takes advantage of its existing strengths to continually improve upon its operations to meet changes in consumer preferences, high levels of customer service, and excellence in people development. We constantly survey how the business can utilise technological improvements, and identify how future economic factors and changes in legislation impact us. Key actions in 2017: Future steps for 2018: • Appointment of a new Head of • Continuing preparations for the Internal Audit to direct more focus on auditing and greater independence. start of the General Data Protection Regulation (GDPR) on 25 May 2018. • The Internal Audit function has been broadened to cover a wider remit, consolidating corporate auditing, pub fnancial auditing and pub compliance testing. • Cyber protection has been consolidated and expanded. • Storage of personal data has been mapped and processes have been established to continually monitor and record where it is stored. • Additional network resilience between our sites. • Further development of crisis plans to refect internal site changes and external threats. • More effcient use of our internal auditors, by training and expanding their scope. • More detailed cross referencing between internal audits and the key risks within the Corporate Risk Register. • Compliance testing to have a greater focus upon processes which have changed. LEVELS OF GOVERNANCE OVER RISK S S E S I N U 1. B G A N A 2. M C O N T R O L MANAGEMENTRESPO N SIBILIT E M E N T C OMMITTEERESPON SIBILIT Y Y R A N C E : ERM INTERNAL A U DIT U S S 3. A D G R O UP COMMITTE E S: O V E R S I G H T 5. A U D I T COMMITTE A N D BOARD E N A XECUTIV E E 4. 22 | Marston’s PLC Annual Report and Accounts 2017 LEVEL 1 LEVEL 2 LEVEL 3 Management committee responsibility Both the PLC Exec and the Marston’s Beer Company (MBC) Board meet regularly to consider how to implement the actions required for Marston’s to achieve its business objectives, our Ways of Working, and manage its risks and opportunities. Our Operational Directors within the PLC Exec and the MBC Board take ownership of the business strategy, direct the business to meet operational and fnancial targets, and design internal controls to reduce risks. To achieve this they must fundamentally understand the risks which impact the business. Information on risks is collected through internal processes and external sources, and directs how management respond to changing conditions impacting upon the business. Both management committees consider, communicate and implement the strategic directions and decisions on risk management made by the Board. Business controls – management responsibility Our managers across the business are responsible for identifying risks, communicating risks and developing responses which mitigate these risks to a level which is acceptable for the business. Senior management are responsible for monitoring and reporting upon the effectiveness of the controls. The managers’ assessment of the effectiveness of the key business controls is facilitated by Internal Audit and reported to the Board on an annual basis. The key features of the internal control system are: • A clearly defined management structure. The Group operates within a clear set of policies previously agreed with the Board and the PLC Executive Committee (PLC Exec). Such policies ultimately manage the criteria within which the business accepts risk. Authority is delegated through the business to ensure that management is empowered to operate effectively within a system of governance approved by the Board. Changes to policies occur, normally at the instigation of management, in response to either new threats, legislation or new opportunities; • Embedding risk management into day-to- day activities and our Ways of Working; • Ensuring that our operations abide by all applicable laws and regulations; • Systems that support continual improvement by reporting on effectiveness, recognising weaknesses, and by encouraging, and rewarding, achievement; • A detailed formal budgeting process for all Group activities, with the annual Group budget and projections for future years being formally approved by the Board; • Established procedures for planning, approving and monitoring capital expenditure and major projects which have risk management embedded within them; • Board approval is needed for all major investment, divestment and strategic plans and programmes; • At each meeting the Board reviews financial and non-financial progress towards the Group’s goals. Control systems are designed to manage rather than eliminate risk. By their nature, such systems provide only a reasonable and not absolute defence against material errors, losses, fraud or breaches of the law. Assurance: ERM/Internal Audit The Group Risk team comprises of the Corporate Risk Director and the Internal Audit Function. The Corporate Risk Director has a reporting line to the Group Secretary who sits on the PLC Exec. In addition the Corporate Risk Director and Head of Internal Audit have access to all the PLC Exec members and meet with the Audit Committee Chairman independently on a regular basis. Enterprise Risk Management (ERM) The Corporate Risk Director operates an enterprise wide risk management process in order to identify, monitor and report those risks which are key to achieving the Group’s strategic objectives. The key risks and controls, and their ownership, are continually monitored and, more formally assessed during bi-annual meetings with our managers across the business. The risks are documented in a corporate risk register, access to which is appropriately shared with the managers who own those risks. We use common risk management tools and language to engender cross-functional consistency and measurement across the Group. The effectiveness of the controls at reducing risk to an acceptable level is considered by and reported to the Audit Committee. Levels of insurance cover are managed by the Corporate Risk Director with the authority of the Board and in consultation with external advisers. Internal Audit The Internal Audit function is managed by the Head of Internal Audit, reporting to the Corporate Risk Director, and is independent from the operations of the Group. The internal audit strategy is risk based, and focuses its attention upon the greatest risks to the Group. The strategy has been approved by the Audit Committee and aims to provide a suffcient level of assurance regarding the strength of the control environment as well as supporting continual improvement in risk management. The internal audit plan is prepared by the Head of Internal Audit. The plan takes into consideration the key risks within the business, areas of increased risk and the regularity of the areas tested. The Head of Internal Audit consults with the PLC Exec and the Risk & Compliance Committee regarding areas of concern which require additional assurance. Resource and expertise is sought from an audit co-source for individual projects. The budget for internal audit is submitted by the Head of Internal Audit for approval by the PLC Exec and the Audit Committee. The internal audit projects are planned with the assistance of senior management and the results are reported back to the business, the Risk & Compliance Committee and the Audit Committee. Marston’s PLC Annual Report and Accounts 2017 | 23 Strategic Report | Governance | Financial Statements | Additional Information Our Risks and Risk Management continued LEVEL 4 LEVEL 5 Audit Committee The Audit Committee is responsible for understanding the effectiveness of the internal controls over risk. The Committee reviews the work of the Group Risk team and the levels of assurance gained regarding the strength of the controls. Assurance is gained from internal audit projects, external auditors and other independent sources where appropriate. The Committee approve the internal audit strategy and the internal audit plan. Board The Board is ultimately responsible for the Group’s framework of governance, internal control and risk management. The mitigation of risk is delegated to the Executive Directors and other senior management. The Board is responsible for ensuring that management review and communicate the effectiveness of the internal controls. The Board is also responsible for understanding the principal risks faced by the Group, its risk appetite and the Viability Statement. Management reporting to the Board must be in suffcient detail for the Board to assess their risk appetite in the context of the risks and opportunities, and to make informed decisions in order for Marston’s to accomplish its strategic objectives. The Board has performed a robust assessment of the principal risks faced by the Group, taking into account the ability of the Group to achieve its strategic objectives. Viability Statement The Directors regularly undertake an assessment of the prospects of the Group by reference to its current and historical fnancial performance, the current fnancial position, and the principal risks described on the following pages. In addition, the Board annually reviews the Group strategy, which incorporates fve year fnancial projections of trading performance, cash fows and fnancing requirements. In recent years the Group has performed strongly, delivering growth whilst transforming both the pub and beer divisions into businesses well placed to meet future market challenges. During the period the Group entered into a new £320 million bank facility to the fnancial period 2021/22 providing our unsecured fnancing requirements for the next fve years. In addition a further £61 million of property lease fnancing has been secured during the period demonstrating the attractiveness of the Group’s pub estate expansion plans to debt providers and a further tranche of property lease fnancing has been forward committed for January 2018.The Group continues to have strong headroom against the fnancial covenants underpinning the fnancing structure, with maintained fxed charge cover. The Board has assessed the viability of the Group over a fve-year period, which is consistent with their strategy review process.Whilst acknowledging that the principal risks all have the potential to affect future performance, with the mitigation plans in place, none of them are considered likely to threaten the viability of the business over the fve-year period. Based on this review, the Directors confrm that they believe that the Group will continue to be operationally and fnancially viable over the fve-year period. Executive and Group committees: oversight Marston’s operates a number of committees in order to focus Senior Management attention upon particular areas of risk: PLC Executive Committee (PLC Exec) (chaired by the Chief Executive Officer) The members of the PLC Exec are responsible for the implementation of strategy, carrying out actions directed by the Board, monitoring performance and overseeing risk management and internal controls. Actions required are communicated to the senior managers within the divisions of the Group. Risk & Compliance Committee (chaired by the Group Secretary) • The Committee tracks the emergence of new legislation, potential impact on the business and Marston’s response to compliance. • Reviews and challenges the identification of the principal risks. • Considers the alignment of audit and compliance testing with the risks. • Conducts a focused examination of areas where risks are significantly changing. Data Security Committee (chaired by the Group Secretary) The protection of personal and commercial data is considered. Network protection is reported. Policies are reviewed to maximise best practice by staff. Preparations for GDPR are reported upon. Corporate Responsibility Committee (chaired by the Corporate Risk Director) The ethical approach by the Group is considered in all respects. The Committee defnes the ethical priorities for the Group, and oversees the actions and targets associated with them. The Committee considers the reputation, risks and opportunities arising from adopting such priorities. Business Continuity Steering Committee (chaired by the Corporate Risk Director) The resilience of the Group to events outside of its control are considered, as well as lessons learned from actual incidents or scenario tests. The Committee considers the threats to operations and the dependency risk the Group may have in connection with partnership processes, resources, sites and suppliers. 24 | Marston’s PLC Annual Report and Accounts 2017 Our Principal Risks and Uncertainties Our principal risks, as shown on the chart below, are assessed in terms of impact and likelihood. The assessment takes into account controls operated by management to reduce the risk. Risks are not static: an arrow indicates if there is currently any pressure on a particular risk to change. Higher priority risks are those which currently present more of a challenge for the business to mitigate. Risk likelihood and impact High impact Low impact Key Market/ operational Health and safety Financial IT Continuity A reminder of our six strategic pillars: 1 Operating a high quality pub estate 2 Targeting pub growth Our people Regulation 3 Increased investment in rooms Low likelihood High likelihood Priority Higher priority 4 Offering the best consumer experience: quality, service, value and innovation 5 Leadership in the UK beer market 6 Ensuring people are at the heart of our business The following risks are, in the opinion of the Board, the principal risks which affect Marston’s. It is not intended to be a complete analysis of all risks and may change over time. Market/Operational Marston’s turnover is dependent upon being able to offer, and attract, our customers to an enjoyable experience of high quality at the right price. It is reliant upon attracting back existing customers and winning new customers. Key strategic pillars affected: 4 5 Movement: The UK market faces increased uncertainty which is making consumers nervous. The economic drivers for our customers in the near future could be employment uncertainty, depreciation in the value of sterling and infation. This creates a risk for our Group in attracting customers and setting prices at an appropriate level. However, these conditions also present an opportunity to gain market share from other operators who cannot manage the risk as effectively. The risk Potential impact Mitigation Reduction in sales or heavy discounting in order to attract customers. That our pubs, brands or services fail to attract customers, do not refect changing customer preferences, or offer poor service or quality. Equally there is a risk that our prices become uncompetitive. • Customer satisfaction surveys, market and consumer insight data. • Continual analysis of sales performance data of individual sites and by pub format. • Pricing strategy and cost control. • Investment, location and design of our pubs. • Structure of our teams is aligned with our pub formats. Further mitigating actions are set out in Our Marketplace on pages 8 to 9 Marston’s PLC Annual Report and Accounts 2017 | 25 Strategic Report | Governance | Financial Statements | Additional Information Our Principal Risks and Uncertainties continued Business continuity Marston’s operations depend upon supplies of goods and services often from single sources. Key strategic pillars affected: 1 4 5 Movement: Marston’s recognises the disruptive effect of events outside of the Group’s control, that impact upon our ability to manage operations. In 2018 we will perform detailed audits of resilience at a selection of our major suppliers’ sites. This work will be followed by a wider programme of visits to be conducted by our Group Risk team. The risk Potential impact Mitigation Disruption to key suppliers, particularly those closely involved with our day-to-day activities (logistics, food, drink), or shortage of commodities could signifcantly impact Marston’s operations. Disruption to trade impacting upon proft. • Continual assessment of suppliers’ resilience and capacity. • Site visits to our suppliers to assess crisis planning. • Contingencyplanning identifying how products or services can be substituted. Regulatory Marston’s activities are predominantly within heavily regulated areas: alcohol licensing, food hygiene, alcohol production, transport and property. Key strategic pillars affected: 2 3 5 6 Movement: The Pubs Code introduced in 2016 increased the legislative requirements for Marston’s across a range of areas when dealing with retailers, tenants and lessees. Any future increases in the National Minimum Wage or National Living Wage above infation could impact the Group. In 2018 we will complete our preparations for GDPR to ensure all personal data is being held and processed in a manner compliant with new legislation. The Risk & Compliance Committee will continue to track and report to the PLC Exec the Group’s ongoing compliance and preparations for any legislation, regulation and reporting requirements. Health, safety and food hygiene Key strategic pillars affected: 2 4 5 6 Movement: The number of personal accidents reduced this year in our operating divisions, continuing the trend of a reduction in personal accidents over recent years. Our busy and evolving working environment continues to be a challenge. For 2018 we have taken steps to invest in more resource for health and safety and repositioned its management within the Group in order to accommodate the need for greater specialisation. At Marston’s food hygiene has been consistently and rigorously controlled. 26 | Marston’s PLC Annual Report and Accounts 2017 The risk Potential impact Mitigation Changes in regulation impacting upon the cost of business or obstructing growth. Increased regulation directly affecting Marston’s, or our suppliers, could increase the cost of compliance. • Maintain excellent levels of compliance through policies, training and monitoring. • Robust health and safety management systems. • Active consultation with Government, trade bodies and the BBPA. • Tracking legislative changes and adapting operations. The risk Potential impact Mitigation Breaches of health and Signifcant damage to safety or food hygiene regulations now attract increased media attention and higher penalties. reputation. • Health, safety and hygiene management systems embedded. • Dedicatedhealth and safety managers seeking continuous improvement. • Documented, regular inspections. • Training of our people. • Escalation of potential safety threats to senior management. Information technology Our business activity is very reliant upon the Group’s IT network to communicate, operate effectively, serve our customers, process transactions and report on results. Key strategic pillars affected: 4 5 6 Movement: Global cyber risk has evolved and the theft of personal data is becoming more common, ‘ransomware’ attacks are now more widespread and sophisticated. Marston’s has conducted ‘penetration testing’ on its network for many years. Specifc cyber risk reviews have been conducted in recent years on IT security by independent teams. We have invested in additional network and device monitoring functionality. In 2018 we plan to enhance central control over remote devices and to engage more with our people to encourage greater awareness of cyber threats and their role in protecting our IT network and data. Our people Marston’s operates in a very competitive environment; as a result the achievement of its strategic objectives relies heavily upon the quality of its people. Key strategic pillars affected: 1 4 5 6 Movement: The sustained growth in our business has allowed for improvements in training programmes and given more opportunity for our people to progress. Our Performance, Career and Development Review (PCDR) cycle has brought a common approach across the Group enhancing the dialogue regarding expectation, achievement, development and career ambition. In 2018 PCDR will be embedded further. The risk Potential impact Mitigation Threats to IT are both external and internal and could result in a network outage, loss, theft or corruption of data or denial of service. Reduction in the effectiveness of operations, business interruption and loss of proft. Regulatory fne as a result of the loss of data. • Anti-virus and frewall protection. • Access control, password protection and IT policy adherence. • Network controls and monitoring. • Penetration testing and remediation. • Backup procedures. • Data recovery plans and rehearsals. The risk Potential impact Mitigation Failure to attract or retain the best people. Financial targets and strategic objectives are not met. • Trainingand induction programmes. • Further development of Marston’s Ways of Working. • PCDR. • Employeeengagement and enablement survey. Financial covenants, pension fund deficit and accounting controls The Group’s fnancial system handles a large number of transactions accurately and securely. Accurate reporting is key to running the business effectively and in compliance with our fnancial covenants. Key strategic pillars affected: 1 2 3 5 Movement: There are strong controls mitigating this risk to a low level. There has been no change in the risk since last year. The risk Potential impact Mitigation Breach of the covenants with our lenders. Inadequate funding of the pension scheme. Incorrect reporting of fnancial results. Unauthorised transactions. Loss of investor confdence and reputational damage. Potential loss as a result of fraud. Breach of covenants resulting in additional fnancial and operating restrictions. • Detailedmanagement accounts, budgets and forecasts. • Constant monitoring of fnancial ratios. • Audit and authority levels. • Segregationof duties and access controls. • Monitoringpension investment yields and contribution levels. Marston’s PLC Annual Report and Accounts 2017 | 27 Strategic Report | Governance | Financial Statements | Additional Information Group Operating and Financial Review Andrew Andrea Chief Financial and Corporate Development Officer • Underlying proft before tax up 3% to £100.1 million • Operating cash fow up 17% to £213.6 million, offset by initial working capital impact from CWBB • Pro forma leverage down 0.1 times to 4.7 times, fxed charge cover unchanged at 2.6 times demonstrating our maintained balance sheet strength Underlying revenue Underlying operating proft Margin Destination and Premium 438.0 419.0 88.9 2017 £m 2016* £m 2017 £m 2016* £m 86.9 2017 % 20.3 Taverns Leased Brewing 246.7 238.5 57.0 56.6 23.1 54.6 55.0 27.1 26.9 49.6 252.9 193.3 25.5 23.2 10.1 2016* % 20.7 23.7 48.9 12.0 Group Services – – (24.0) (20.9) (2.4) (2.3) Group 992.2 905.8 174.5 172.7 17.6 19.1 * The segmental revenue and profts for 2016 have been restated to refect the movement of pubs between segments. GROUP Total underlying revenue increased by 9.5% refecting the acquisition of the Charles Wells Beer Business (CWBB), the contribution from new openings and pub acquisitions and positive like-for-like sales in our pub business. As anticipated, Group operating margins were behind last year refecting increased costs in Destination and Premium, the continued impact of converting pubs from tenancy to franchise and the short-term impact of the CWBB acquisition which operates at a lower margin than the underlying beer business ahead of the synergies to be generated in the next fnancial year. Underlying operating proft of £174.5 million (2016: £172.7 million) was up 1.0%. Underlying proft before tax was up 2.9% to £100.1 million (2016: £97.3 million), principally refecting the contribution from new pubs and bars and the strong Brewing performance. Basic underlying earnings per share for the period of 14.2 pence per share (2016: 13.9 pence per share) were up 2.2% on last year, refecting a lower tax rate in the period and the higher number of shares following the equity issuance referred to in the Chief Executive’s Statement on page 11. On a statutory basis, proft before tax was £100.3 million (2016: £80.8 million) and earnings per share were 14.2 pence per share (2016: 12.7 pence per share). The year-on-year change principally refects the positive movement in the fair value of interest rate swaps in the period. Operating cash fow of £213.6 million is £30.8 million higher than last year principally refecting higher creditors. This is offset in part by the initial working capital impact of the CWBB acquisition. Cash Return on Cash Capital Employed (CROCCE) of 10.7% was slightly below last year as a result of the timing of the acquisitions and new openings. In 2018 our CROCCE will beneft from the anticipated synergies from CWBB and the full year benefts of the pub acquisitions described in the Chief Executive’s Statement on page 11. Central costs as a proportion of turnover were broadly in line with 2016, absolute costs increased refecting infationary pay increases, the impact of both the apprenticeship and pub code levies, and higher training and IT costs. 28 | Marston’s PLC Annual Report and Accounts 2017 Destination and Premium Overview: Larger food-led managed pubs, premium bars and restaurants, accommodation Customer proposition: Marston’s Two for One, Generous George, Milestone Rotisserie, Milestone Carvery, Pitcher & Piano, Revere Typical customers: Value seekers or those looking for a premium experience KEY FACTS 2017 397 pubs and bars (2016*: 377) 449,000 average pints sold per week (2016*: 439,000) 11,517 employees (2016*: 10,817) £88.9m underlying operating proft representing 51% of underlying Group operating proft (2016*: £86.9m) * The segmental revenue and proft for 2016 have been restated to refect the movement of pubs between segments. OUR MEDIUM-TERM STRATEGY 2017 PERFORMANCE Total revenue increased by 4.5% to £438.0 million refecting the continued strong performance of our new-build pub- restaurants and growth in like-for-like sales. Underlying operating proft of £88.9 million was up 2.3% (2016: £86.9 million). Proft per pub is up 1.0% compared to last year. Total like-for-like sales were 0.9% above last year. Reported operating margin of 20.3% is slightly below last year, refecting anticipated cost increases in labour, business rates and energy costs. Priorities for 2017/18 • Developing our food offers • Building pubs and accommodation • Increasing premium offers Focus Objectives Progress • Estate development: high quality national estate • Continue to grow by at • Over 150 pub-restaurants least 15 sites per annum opened since 2009 • Offers a range of trading formats, brands and rooms • Consumer focus on value for money • Continue to develop formats and concepts • Food sales make up 59% of sales in Destination • Continue to improve service and standards through investment in our pubs and our people • Like-for-like sales and margin growth in last five years RISK MITIGATION Economic pressure on our market Economic change, changing consumer sentiment and levels of discretionary spend. Rising costs for our business Possible infation increases in the National Minimum Wage and the National Living Wage. Operating margin Appropriate margin control to drive proftability. Ensuring that our pub offers are correctly priced, of the right quality, and our service is at a high standard. Diversifying our business to take advantage of opportunities, for example: building lodges alongside our pubs. Cost control and setting prices appropriately to maintain margins. Protecting our cost base through long-term relationships with our suppliers and fxed price contracts. Our new-builds are predominantly freehold and not exposed to future rising rent costs. Ensuring our offer is competitive, innovative and valued by our customers. Cost control disciplines imposed and their effectiveness monitored. Marston’s PLC Annual Report and Accounts 2017 | 29 Strategic Report | Governance | Financial Statements | Additional Information Group Operating and Financial Review continued Taverns Overview: Community pub estate of smaller managed, franchised and tenanted pubs Customer proposition: Great locals with a licensee who connects with their community Typical customers: Those wanting to drink, socialise and be entertained KEY FACTS 2017 806 pubs and bars (2016*: 816) 1.1m average pints sold per week (2016*: 1.2m) 1,274 employees (2016*: 1,232) £57.0m underlying operating proft representing 32% of underlying Group operating proft (2016*: £56.6m) * The segmental revenue and proft for 2016 have been restated to refect the movement of pubs between segments. OUR MEDIUM-TERM STRATEGY 2017 PERFORMANCE Total revenue increased by 3.4% to £246.7 million, principally refecting the continued conversion of pubs to our franchise model. Operating proft was up 0.7% on last year refecting growth in the core business offset by disposals. Proft per pub was up 2.0% on last year. In our managed and franchised pubs like- for-like sales were up 1.6%. Operating margin was 0.6% below last year at 23.1%, refecting the impact of franchise conversions. Priorities for 2017/18 • Build on innovation of consumer offers and capital investment • Attract the best partners and managers • Deliver the best partner and customer experiences Focus • Great pubs at the heart of their local community • Commitment to always improving customer experiences • Offer innovation in drink, food, entertainment and design • Agreements to suit all, low barriers to entry and working in partnership Objectives • Build a stable business through a balance of agreements – managed or franchised • Outperform the marketplace – clear focus on drinks • Target licensee stability rate at 90% Progress • 687 pubs managed or franchised • Like-for-like sales growth outperforming the market • Year-on-year improvements in licensee stability RISK MITIGATION Economic pressure on our customers Increasing squeeze on customer spend. Rising business costs for our operators Increasing payroll costs for our operators. Infation on food and drink is likely to continue to rise. Maintaining a good balance between wet-led and food-led pubs. A pub estate catering for a broad range of customers. Responding to business data and developing new marketing initiatives. Business insight provided by our Area Managers, data analysis to identify margin trends in order to protect and grow proftability. Protecting our cost base through long-term relationships with our suppliers and fxed price contracts. Increasing competition Growth in the number of openings and increased investment in our market sector. Increasing levels of price discounting used by competitors to drive turnover. Data analysis of customer sentiment in order to adjust our offer to meet consumer demand. A marketing strategy that takes advantage of digital opportunities to increase interaction with our customers. 30 | Marston’s PLC Annual Report and Accounts 2017 Leased Overview: Independently-run pubs Customer proposition: Exceptional service and high quality offers from skilled entrepreneurs Typical customers: Those looking for a different and individual offer KEY FACTS 2017 365 pubs and bars (2016*: 366) 330,000 average pints sold per week (2016*: 346,000) 90% licensee stability rate (2016: 91%) £27.1m underlying operating proft representing 15% of underlying Group operating proft (2016*: £26.9m) * The segmental revenue and proft for 2016 have been restated to refect the movement of pubs between segments. OUR MEDIUM-TERM STRATEGY 2017 PERFORMANCE Total revenue decreased by 0.7% to £54.6 million and underlying operating proft of £27.1 million was up 0.7% on last year. The performance of the core estate was strong with rental income per pub up 2.0%. Operating margin of 49.6% was up 0.7%, refecting a higher mix of rental income and sales from premium products. Proft per pub was up 2.0% on last year. Priorities for 2017/18 • Maintain targeted investment to drive growth • Continue focus on recruitment, training and developing strong relationships Focus • Stable estate run by high quality entrepreneurs Objectives • Target licensee stability Progress • Retention rate at 90% rate of 90% • Flexible agreements, • Growth through purchasing power and pub experience offers support and choice stable relationships • Sustainable income through quality estate and strong support • Rental income growing • Strong investment returns RISK MITIGATION Economic pressure on our lessees’ businesses Discretionary spend choices by our customers could become more restricted. Support by our Area Managers through their oversight of our lessees’ business strategies, commercial initiatives, marketing opportunities and suggestions regarding cost control. Additional regulation Changes in Government regulation increasing the cost of doing business, putting additional cost on smaller operators. Anticipation of legislative changes and support given by our Area Managers. Support for the BBPA to lobby for the business interests of our lessees. Operating margin pressures on our lessees Infationary pressure, as well as increases in energy levies and beer duty. Future increases in the National Minimum Wage and the National Living Wage. Support given to our lessees by our Area Managers to adapt models that can sustain their businesses through periods of rising infation. Marston’s PLC Annual Report and Accounts 2017 | 31 Strategic Report | Governance | Financial Statements | Additional Information Group Operating and Financial Review continued Brewing Overview: Six breweries producing a wide portfolio of cask, keg and packaged beers Key brands: Hobgoblin, Pedigree, Wainwright, Bombardier, Banks’s, Ringwood, Jennings, Brakspear Typical customers: Discerning and knowledgeable drinker at home and away from home (in pubs, clubs and bars) KEY FACTS 2017 6 breweries (2016: 5) 5.5m 1,479 employees (2016: 1,155) £25.5m average pints brewed per week (2016: 4.3m) underlying operating proft representing 15% of underlying Group operating proft (2016: £23.2m) OUR MEDIUM-TERM STRATEGY 2017 PERFORMANCE Total revenue increased by 30.8% to £252.9 million, principally refecting the acquisition of CWBB in June and continued growth in ale volumes in the core business excluding CWBB. Underlying operating proft increased by 9.9% to £25.5 million. Operating margin of 10.1% was below last year refecting the CWBB business which has historically operated at a lower margin. We would expect margins to recover as synergies are delivered in 2017/18. Priorities for 2017/18 • To build on market leadership in premium packaged ale • Complete the integration of CWBB • Continue to drive class leading innovation using consumer insight Focus • Four national brands: Pedigree, Hobgoblin, Wainwright and Bombardier • Strengthening presence in regional markets with Banks’s, Jennings, Mansfield, Ringwood, Brakspear and Eagle • Premium cask and packaged ale • Innovation driven by relevant consumer insight Objectives • To be the UK’s number one drinks supplier with category leadership in premium cask and packaged • To develop new brands that are relevant to the current and future consumer • Continue to drive value from authenticity and provenance from our six regional breweries and licensed brands Progress • Number one position in premium packaged and canned ale maintained and extended • Expansion of craft portfolio • Winner of ‘Best National Cask Ale Supplier’ for the fourth successive year • New partnership with Estrella Damm for the UK licence RISK MITIGATION Margin erosion Our on-trade customers are sensitive to margin erosion, particularly as a result of the price differential with the off-trade. Market changes The continual rise in the take home market. Rising costs Infationary pressure upon our margin. Offering our on-trade customers a wide and innovative product range, refreshed and valued by their customers, at a price which supports margin growth in their business. Our wide portfolio of beers including craft beers. High levels of service to our on-trade customers. Our business model has the fexibility and capacity to respond to changing demand, for instance the increasing demand for our beer to be supplied in bottles rather than barrels. Matching input costs to sales price changes to maintain margin. Protecting our input costs by entering into long-term purchase contracts where advantageous at fxed prices. 32 | Marston’s PLC Annual Report and Accounts 2017 For the period ended 30 September 2017 the ratio of net debt before lease fnancing to underlying EBITDA was 4.8 times (2016: 4.8 times). On a pro forma basis (incorporating the post synergy EBITDA from CWBB) the leverage fgure is 4.7 times. It remains our intention to reduce this ratio over time, principally through EBITDA growth generated from our new-build investment programme. In May the Group raised £75.5 million from the issuance of 9.9% of the ordinary share capital of the Company to fund the acquisition of CWBB and the Whitbread pubs described in the Chief Executive’s Statement on page 11. PENSIONS The defcit on our fnal salary scheme was £5.4 million at 30 September 2017 which compares to the £34.0 million defcit at last year end. This movement is principally due to the fall in liabilities as a consequence of the increase in corporate bond yields. TAXATION FINANCING During the period the Group entered into a new £320 million bank facility to March 2022, with an additional £40 million accordion facility at improved terms. This facility, together with a long-term securitisation of approximately £806 million and the lease fnancing arrangements described below, provide us with an appropriate level of fnancing headroom for the medium term. The Group has suffcient headroom on both the banking and securitisation covenants and also has fexibility to transfer pubs between the banking and securitisation groups. In recent years, the Group has entered into lease fnancing arrangements which have a total value of £301 million as at 30 September 2017. This fnancing is a form of sale and leaseback agreement whereby the freehold reverts to the Group at the end of the term at nil cost, consistent with our preference for predominantly freehold asset tenure. The agreements range from 35 to 40 years and provide the Group with an extended debt maturity profle at attractive rates of interest. Unlike a traditional sale and leaseback, the associated liability is recognised as debt on the balance sheet due to the reversion of the freehold. Net debt excluding lease fnancing of £1,028 million at 30 September 2017 is in line with last year. Operating cash fow of £213.6 million is £30.8 million ahead of last year principally due to an increase in trade creditors, part of which relates to the acquisition of CWBB and offsets some of the acquisition working capital adjustment. Total tax contribution The underlying rate of taxation of 15.6% in 2017 (2016: 17.9%) is below the standard rate of corporation tax due to (i) signifcant deferred tax movements in the year at the future enacted rate of 17%, (ii) increased credits in respect of deferred tax on the Group’s property portfolio as a result of higher infation, and (iii) the cumulative deferred tax beneft of property disposals. NON-UNDERLYING ITEMS There is a net non-underlying credit of £0.2 million after tax (2016: charge of £6.9 million). This includes credits of £1.6 million in respect of the change in the rate assumptions used in calculating our onerous lease provisions and £6.4 million in respect of the mark-to-market movement in the fair value of certain interest rate swaps. These are offset by reorganisation and integration costs of £5.5 million, principally from the acquisition of CWBB, a £1.4 million write-off of the unamortised fnance costs in respect of our old bank facility and a charge of £0.7 million in respect of the net interest on the net defned beneft pension liability. The revenue of £19.1 million and expenses of £19.3 million in respect of the ongoing management of the remaining pubs from the portfolio disposal in December 2013 have also been included within non- underlying items. CAPITAL EXPENDITURE AND DISPOSALS Capital expenditure was £196.3 million in the year (2016: £143.7 million) including £111 million on new pubs including the pub acquisitions described in the Chief Executive’s Statement on page 11. We expect that capital expenditure will be around £150-155 million in 2018, including around £70-75 million for the construction of 15 pubs and bars and six lodges. In addition the acquisition cost of CWBB was £90.5 million. Cash proceeds of £61.2 million have been received from the sale of 41 pubs and other assets, including £38.4 million of leasing transactions. Disposal proceeds of around £45-50 million are anticipated in 2017/18. £431m Duty VAT Employee payroll taxes Business rates Employer payroll taxes Corporation tax Other £m 202 132 36 30 15 10 6 Marston’s PLC Annual Report and Accounts 2017 | 33 Strategic Report | Governance | Financial Statements | Additional Information Group Operating and Financial Review continued 10.3 40.2 108.4 2.7 DIVIDEND CONSIDERATIONS The proposed fnal dividend of 4.8 pence per share provides a total dividend for the year of 7.5 pence per share, and represents a 2.7% increase on 2016. Dividend cover was 1.9 times (2016: 1.9 times). In light of the Financial Reporting Council’s recommendations on disclosure in respect of dividend policy and sustainability, we have set out below the key considerations in establishing the dividend proposal. Dividend policy Our dividend policy remains to target consistent progressive increases in the dividend at a cover of around two times over the medium term. This policy has remained consistent in recent years and is annually reviewed by the Board. Distributable profit The Company balance sheet (page 109) demonstrates suffcient headroom in terms of available distributable profts for both current and future delivery of dividends under the policy stated above. Debt covenants The Group has suffcient headroom on its fnancing covenants for both current and future delivery of dividends. Viability Statement The dividend policy is underpinned by the Viability Statement shown on page 24. Subject to the approval at the Annual General Meeting on 23 January 2018, the fnal dividend will be paid on 29 January 2018. CALCULATION OF CROCCE CROCCE has been calculated as follows. For 2017 a weighted average net asset value has been used to refect the timing of acquisitions in the second half year. NON-CURRENT ASSETS: Goodwill Other intangible assets Balance £m Depreciation £m Revaluation £m Adjusted £m 230.3 67.6 6.8 230.3 74.4 Property, plant and equipment 2,360.7 196.6 (624.2) 1,933.1 Other non-current assets 10.3 CURRENT ASSETS: Inventories Trade and other receivables Assets held for sale LIABILITIES: Creditors* 40.2 108.4 2.7 (286.9) (286.9) CASH CAPITAL EMPLOYED 2,533.3 203.4 (624.2) 2,112.5 Weighted Average EBITDA CROCCE 2,001.9 213.7 10.7% *Creditors comprise trade and other payables, other non-current liabilities and provisions for other liabilities and charges. FREE CASH FLOW 2017 £m 213.6 0.3 (70.2) 0.3 (7.9) (33.0) 103.1 Net cash infow from operating activities Interest received Interest paid Proceeds from sale of own shares Arrangement costs of borrowings Working capital acquired Free Cash Flow KPI 34 | Marston’s PLC Annual Report and Accounts 2017 Corporate Responsibility A target driven approach Marston’s believes that Corporate Responsibility (‘CR’) plays an integral role in contributing to long-term growth, commercial viability and stable relationships with its stakeholders. During 2017 the CR Committee has focused upon a target driven approach, aligned with our CR priorities and to the business’s strategic objectives. This cross-functional working group meets several times per year to discuss our strategic framework and inform each other on progress made. With members from teams across the business such as brewing, procurement, risk and communications, the CR Committee is truly representative of the importance that corporate responsibility has for everyone in the business. We have previously assessed our CR strategy and set CR priorities aligned to the Group’s strategic objectives. This year has seen us implementing these objectives, establishing targets and making progress in focusing the business on integrating them across all areas. We continue to work with our key stakeholders to make sure our activity stays relevant and focused. With publishing our frst Modern Slavery Statement this year, we have made an important step towards demonstrating our commitment to go beyond compliance. WE REMAIN COMMITTED TO OUR FIVE CR PRIORITIES: We invest in our people We partner with suppliers who share our values We care about our customers’ wellbeing We celebrate our local communities We reduce our environmental impacts With these priorities in mind, we have formulated focus areas for each of the Marston's Group strategic objectives that guide the commercial side of our business: WE INVEST IN OUR PEOPLE WE PARTNER WITH SUPPLIERS WHO SHARE OUR VALUES WE CARE ABOUT OUR CUSTOMERS’ WELLBEING WE CELEBRATE OUR LOCAL COMMUNITIES WE REDUCE OUR ENVIRONMENTAL IMPACTS ENSURING PEOPLE ARE AT THE HEART OF OUR BUSINESS OFFERING THE BEST CONSUMER EXPERIENCE: QUALITY, SERVICE, VALUE AND INNOVATION STRATEGIC OBJECTIVES TARGETING PUB GROWTH INCREASED INVESTMENT IN ROOMS OPERATING A HIGH QUALITY PUB ESTATE LEADERSHIP IN THE UK BEER MARKET Apprenticeships Pub food supplier charter Healthy options on our menus Support for local charities Food recycling in our pubs AREAS OF FOCUS DURING 2016/17 Training in our pubs Improve our supplier audit programme Nutritional information Engagement and enablement Modern slavery Engagement with Drinkaware Head offce involvement with local charities Support teams’ individual contributions Energy consumption Recycling rates Marston’s PLC Annual Report and Accounts 2017 | 35 Strategic Report | Governance | Financial Statements | Additional Information Corporate Responsibility continued WE INVEST IN OUR PEOPLE Keeping people at the heart of our business is essential to our success, wherever they work in Marston’s. Every year we create new jobs within our new-build pubs and lodges and every year we track the engagement and enablement scores of our people. This is what makes Marston’s ‘The Place to Be’. That is why all our training and development programmes are built around customer service because, in our view, personal fulflment translates into customer satisfaction and long-term corporate success. We carefully track the numbers of our people achieving training levels in our pubs. This has been achieved through creating greater fexibility, allowing our people to complete much of their training at home through e-learning as well as on-site training. This year 6,000 people have been trained through the Marston’s Talent Academy Online. Over 450 apprentices have worked through our apprenticeship programme this year. For many of those apprentices, working at Marston’s has been their frst experience of full or part-time work. CR targets this year and how we have performed 1. Increase levels of training amongst our people There has been a signifcant increase in the completion of initial and refresher training programmes across all pub formats. 2. We continue to monitor our engagement and enablement score against other employer scores. We achieved an engagement score of 73% (2016: 76%) and an enablement score of 76% (2016: 77%). WE PARTNER WITH SUPPLIERS WHO SHARE OUR VALUES At Marston’s we recognise that our suppliers are an integral part of our success and proftability and we strive for long-term relationships with those who share our values. We have a robust tendering process which examines the company management, locations of production facilities, fnances, codes of ethics and accreditations. We have invested further this year in our process for registering contracts, renewal periods, data transfer and security. All our main food suppliers are either British Retail Consortium, or equivalent standard, approved, or audited independently on all aspects of hygiene, traceability, quality and ethical approach. Online we provide information on how we source food, ingredients, traceability, animal welfare and sustainability, particularly regarding meat, fsh and eggs. In 2017 we issued our frst statement on Modern Slavery and, since then, we have contacted 55 suppliers in order to understand their own policy regarding the employment conditions of staff in their supply chain. CR targets this year and how we have performed 1. Issue a supplier charter In 2017 we developed a Pub Food Supplier Charter which is now issued to all current and potential food suppliers and sets out our expectations regarding quality of product, traceability of ingredients, ethical approach, sustainable sourcing and employment rights. 2. Improve our supplier audits All of our brewery suppliers for key ingredients have been audited during the year as well as a third of our pub food suppliers. We have appointed a new service provider (Acoura) in order to improve on the number of suppliers audited and taken the opportunity to expand our audit protocol. Since the new audit protocol was launched in May we have scheduled or audited over 50% of our food supplier base. Talent Academy launch This year we launched the new Marston’s Talent Academy brand and online learning platform: Marston’s Talent Academy Online, delivering high quality, tailored, fexible learning for our pub team members at all levels. More detail on our people can be found at www.marstons.co.uk/responsibility 36 | Marston’s PLC Annual Report and Accounts 2017 Ethical and sustainable sourcing The bed linen in our lodges is purchased from The Fine Bedding Company which shares our values on the sustainability of their sources of supply and an ethical approach to production.We also partner with Brew Tea, founded in 2012, for a range of hot drinks offered in our P&P bars, Revere, Accent and Milestone Rotisserie pub-restaurants. Our English breakfast tea is 100% rainforest certifed. More detail of how we partner with our suppliers and our Modern Slavery statement can be found online at www.marstons.co.uk/responsibility WE CARE ABOUT OUR CUSTOMERS’ WELLBEING WE CELEBRATE OUR LOCAL COMMUNITIES We like to ensure that our guests have a great experience in our pubs and we offer a range of dishes that cater to various lifestyles, priorities and tastes, which assist in making informed choices. In the past year, we have deepened our engagement with key stakeholders and have made signifcant progress in broadening our menu choices. We continue to monitor consumer trends and collect customer feedback to ensure that our menus remain relevant to changing diets and lifestyles. As part of our continuing engagement with Public Health England we are working on sugar reduction in our dishes. All of our pub team members undertake food hygiene training. We have a robust independent audit programme that monitors health and safety standards and a documented food safety management system. A catering hotline for any food-related queries is available to our pub teams 365 days per year. Operating a high-quality pub estate requires responsible marketing of alcoholic beverages. This year we re-joined Drinkaware, a national initiative providing information and advice to consumers. CR targets this year and how we have performed 1. Broaden our range of healthy options on pub menus Our menus have been designed to offer a range of dishes with lower calorie and non-gluten options. Our breweries and pubs have a long and rich tradition of involvement with their communities. We recognise the importance of these local relationships to the success of our heritage beer brands and the long- term success of our pubs. Each year we actively involve ourselves in community events such as beer festivals, carnivals, coffee mornings, family fun days and carol services. We support many charities and fundraising activities within our communities. We donate to Pub is the Hub each year, which supports pubs diversifying within often small rural communities to incorporate local stores, play areas, postal services and libraries. We operate two charity schemes for our people to contribute to charitable causes from their pay and Marston’s matches those contributions each year. CR targets this year and how we have performed 1. Encourage our pubs to engage with their local communities Marston’s Give Back Week was again in operation this year, encouraging all our managed pubs to run activities to raise funds for charities of their choice. 2. To match any contributions made to charities by our people through the payroll Contributions made through both the Marston’s Inns and Taverns Charitable Trust and the Marston’s Employee Charitable Fund were matched. 2. Give more nutritional information to customers 3. For our people at head office to offer direct support to Specifcations maintained on all products used on our menus detailing ingredients, nutrition and allergen information. All core menus have an allergy app available providing allergen information on all menu items. 3. Maintain the level of test purchases and age verification checks All managed and franchised pubs receive at least one test purchase visit per annum. local charities Marston’s is a Founder Patron of The Way in Wolverhampton. This modern state-of-the-art Youth Zone, close to Marston’s head offce, has over 2,000 members. This year we participated in their ‘Get a Job’ campaign, helped young people with their CVs and interview preparation and decorated their Intervention Room. Developing Healthier menus Healthy menus: All of our core menus have nutritional information available online and include a range of dishes where we have controlled the calorie content and these are highlighted on menus. We endeavour to ensure that all of our menus have vegan options available. All of our Christmas 2017 menus have vegan options for each course. We have launched our frst dessert with less than 300 calories and fve-a-day fruit and vegetable portions are highlighted on our Children’s menus. Community involvement All of our breweries involve themselves in their local towns at fairs, open days, celebrations and seasonal events such as the Beertown Brewery Bash event in Burton. More detail about our customers’ wellbeing can be found online at www.marstons.co.uk/responsibility More detail of how we celebrate our local communities can be found online at www.marstons.co.uk/responsibility Marston’s PLC Annual Report and Accounts 2017 | 37 Strategic Report | Governance | Financial Statements | Additional Information Corporate Responsibility continued WE REDUCE OUR ENVIRONMENTAL IMPACT We aim to reduce our environmental impact. This impact is monitored constantly for our pubs, breweries and logistics operations. Across all of our operations approximately 140,000 tonnes of CO2 are emitted from energy use. The majority of this energy is used within our pubs for heating, cooking, refrigeration and lighting. In recent years we have reduced the energy demand in our pubs by investing in greater effciency: installation of LED lamps, voltage optimisation, heating controls and cellar cooling. This year we will install a new boiler at our Wolverhampton brewery which aims to reduce energy usage for production at the site by more than 20%. Marston’s takes its environmental responsibilities seriously, and continues to make good progress in implementing innovative technological solutions to reduce the use of resources, minimise waste and increase effciency. This year, we have achieved a 98% rate of glass recycling, compared to 89% in the previous year. CR targets this year and how we have performed 1. Increase food recycling Food recycling is now taking place in 73% of sites with a food offering (52% last year) and we are aiming for 80% next year. 2. Reduce CO2 emissions in relation to activity An increase in Group activity across our pub estate and our breweries has resulted in an overall increase in energy usage. However, carbon emissions have reduced due to our programme of installing LED lighting, cellar cooling, voltage optimisation and heat recovery systems. We have also benefted from a higher proportion of the UK’s energy supply coming from non-fossil fuels. 3. Recycle 70% of waste from pubs and inns where Marston’s provides waste services: Currently 76% of waste from our pubs is recycled, up from 63% last year through a bin rationalisation project. Next year we are expecting further improvement with a target of 80%. OUR FUTURE PLANS We invest in people • Expansion of our training courses available on Marston’s Talent Academy Online and the provision of our apprenticeship programme across the Group. • Further embedding of our PCDR process to ensure our people have absolute clarity about what they need to achieve and how they can work to achieve it. We partner with suppliers who share our values • To investigate a range of ethical sourcing issues with our suppliers. • Following the introduction of our Pub Food Supplier Charter, we will consider how similar expectations can be communicated to our other key suppliers. • Modern Slavery: we intend to extend the coverage of our supply chain base and publish a policy on Modern Slavery during the year. We care about our customers’ wellbeing • Work with our suppliers to identify ways in which the calorie content of our meals can be reduced. • Monitor consumer healthy eating trends and develop our menus accordingly. • Strive to support Drinkaware’s campaigns and initiatives. We celebrate our local communities • Encourage our teams to donate their time to support local charities. • Report more stories of how our teams support charities, fund raising events and local projects. • Look at engaging with the Onside Youth Zone charity nationally, particularly where they have youth centres in proximity to our pubs, breweries and depots. We reduce our environmental impact • Relaunch our Energy Heroes employee engagement programme. • Future technical initiatives: continue to install LED lighting in back of house areas, cellar temperature management and voltage optimisation. • Energy saving trials next year: building management systems and battery storage. • Reporting of water usage by site to be enhanced. • Achieve zero waste from our pubs to landfill. Diverting waste from landfll Awareness of our commitment to reduce waste going to landfll has increased amongst our pub teams following our ‘Wise up to Waste’ campaign this year. In addition, food collections from our pubs have increased dramatically since appointing a new contractor, UK WSL, in 2016. More detail about how we reduce our environmental impact can be found online at www.marstons.co.uk/responsibility 38 | Marston’s PLC Annual Report and Accounts 2017 GOVERNANCE Corporate Governance Report Board of Directors Nomination Committee Report Audit Committee Report Directors’ Remuneration Report Directors’ Report Statement of Directors’ Responsibilities 41 42 48 50 53 63 66 Marston’s PLC Annual Report and Accounts 2017 | 39 Strategic Report | Governance | Financial Statements | Additional Information UK Corporate Governance Code Compliance Statement The version of the Corporate Governance Code applicable to the current reporting period is the April 2016 UK Corporate Governance Code.The Code is available on the Financial Reporting Council’s website (www.frc.org.uk). Marston’s PLC was compliant with all relevant provisions of the Code during the reporting period under review. GOVERNANCE REPORT We have used the key themes of the Code to structure this report: 1. Leadership For our governance framework, management structure and roles see page 41 2. Effectiveness For details of this year’s Board evaluation, training and induction and diversity details see page 46 3. Shareholder Relations For details of our engagement with shareholders see page 49 4. Accountability Details of our internal processes and our Audit Committee’s report start on page 50 5. Remuneration Details of payments made to Directors are set out on pages 53 to 62 Chairman’s Introduction experience relevant to the Group, are set out on pages 42 to 43. BOARD AND COMMITTEE SUCCESSION As announced last year, following the retirement of Neil Goulden after the Annual General Meeting (‘AGM’) in January 2017, Carolyn Bradley assumed the role of Senior Independent Director and also became a member of the Remuneration Committee, and Catherine Glickman took over as Chair of the Remuneration Committee. Prior to the announcement of our 2016/17 results, we announced that Nick Backhouse will retire from the Board at the conclusion of the 2018 AGM. I would like to thank Nick on behalf of the Board for his valued contribution to Marston’s during his tenure with the Company. Nick will be succeeded as Chairman of the Audit Committee by Matthew Roberts. Carolyn Bradley will also join the Audit Committee from the same date. Further details on the Board’s composition are given on page 41. REMUNERATION POLICY The Policy approved by shareholders at the 2017 AGM applied throughout the year and all payments made to Directors during the year have been made in line with that Policy. Further details are provided in the Remuneration Report on pages 53 to 62. AUDIT As previously announced, during the year we conducted a formal tender of our external audit provider. Following a thorough process overseen by an internal panel, the Audit Committee recommended the appointment of KPMG as the next external auditor. It is the Board’s intention to appoint KPMG after the conclusion of the 2018/19 audit. The Audit Committee has continued to focus on the development of the internal audit strategy, with the appointment of a new Head of Internal Audit, and key deliverables from the internal audit plan for the year. During the year, as part of their normal monitoring procedures, the Financial Reporting Council (the ‘FRC’) reviewed the Group’s 2016 Annual Report and Accounts. I am pleased to report that no changes were required to our accounting policies, but we have enhanced our disclosures in certain areas of our 2017 Annual Report and Accounts. Further details are provided in the Audit Committee Report on pages 50 to 52. Roger Devlin Chairman 30 November 2017 Roger Devlin Chairman “Our governance framework continues to support the delivery of our strategic priorities and protect the interests of our stakeholders.” DEAR SHAREHOLDER We believe that good governance is fundamental to achieving our aim of making Marston’s ‘The Place to Be’ for our people, our customers and our shareholders. As a Board we are responsible for demonstrating the desired values and behaviours that we want to embed within the culture of our business. Our governance framework, set out on the following pages, supports the delivery of our strategic priorities and helps to protect the interests of all our stakeholders. The 2016 UK Corporate Governance Code (the ‘Code’) has applied throughout the reporting period under review and I am pleased to confirm that the Board considers it has fully complied with the main principles of the Code. This review, together with the reports that follow from each of the Nomination, Audit and Remuneration Committees, provides an overview of our key governance activities and practices during the period. BOARD EFFECTIVENESS The Board is mindful of the need for continuous review of its own effectiveness, in order to support the Group in its ambitions. Last year’s annual Board evaluation was conducted by Independent Audit, a corporate governance consultancy. Progress made during this year on the key points identified during last year’s evaluation to improve and develop the efficiency of the Board are set out on page 46. This year the Board have conducted a self-assessment evaluation by means of a questionnaire and individual meetings between myself and each member of the Board. The outcomes of both were discussed in detail at our October Board meeting and the agreed actions arising are summarised on page 46. Profiles of each Director, together with information on their 40 | Marston’s PLC Annual Report and Accounts 2017 Corporate Governance Report 1. Leadership GOVERNANCE FRAMEWORK The Board Principal Committees Audit, Nomination, Remuneration Supporting Committees Risk & Compliance, Business Continuity, Data Security, Corporate Responsibility Roles and Responsibilities Matters Reserved for the Board Committee terms of reference Assurance Internal controls, Auditing, Legal and regulatory compliance Making Marston’s The Place to Be Implementation of Strategy Monitoring performance Management Committees PLC Exec, Marston’s Beer Company Divisional Board, Disclosure Committee Enterprise wide risk management - Ways of Working The Board is collectively responsible to shareholders for the long-term success of the Group. Our governance framework allows the Group to operate within a set of prudent and effective controls by establishing roles and responsibilities, accountabilities and risk management processes thereby enabling the sustainable delivery of our strategic objectives. The principal decision-making body within the Group is the Board and the schedule of matters reserved to the Board sets out the extent of their responsibilities. This schedule is reviewed annually. Certain roles and responsibilities have been delegated by the Board to its principal Committees, with the Chairman of each Committee reporting to the Board on decisions and actions taken. The Terms of Reference for each Committee are reviewed annually by the Board to ensure they remain fit for purpose and comply with the provisions of the Code. THE SCHEDULE OF MATTERS RESERVED FOR THE BOARD Main matters relate to: strategy, major capital expenditure, acquisitions and disposals, capital structure and financial results, internal controls, governance and risk management, committee membership and terms of reference.The schedule, last reviewed in September 2017, is available on the Company’s website. The Management Committees meet on a regular basis to oversee the implementation of strategy and monitor performance. The Supporting Committees provide assurance to the Board on the operation of internal controls, auditing and compliance with legal and other regulatory obligations. This framework is supported and enabled by the risk management process (see page 22) and our Ways of Working (see page 12). BOARD COMPOSITION Our Board currently comprises eight Directors. In addition to the Chairman Roger Devlin, there are five Non-executive Directors and two Executive Directors. As previously announced, Nick Backhouse will retire from the Board at the conclusion of the 2018 AGM. He will be succeeded as Chairman of the Audit Committee by Matthew Roberts. When considering the need to appoint a new Director, the Nomination Committee considers the balance of skills, knowledge and experience on the Board to ensure it remains relevant, appropriate and effective. We consider all of our Non-executive Directors (NEDs) to be independent and the charts below portray the balance and tenure of the Board as at the date of this report. Balance between Executive and Non-executive Directors Male/female representation on the Board Tenure of Chairman and Non-executive Directors Chairman Non-executive Executive 1 5 2 Male Female 6 2 0–3 years 3–6 years 6+ years 1 4 1 Marston’s PLC Annual Report and Accounts 2017 | 41 Strategic Report | Governance | Financial Statements | Additional Information Board of Directors CHAIRMAN Roger Devlin Board Committees N* Independent Yes Appointed to the Board September 2013 Other appointments Chairman of SIS Independent Non- executive Director of the Football Association Past experience Previously Non- executive Director of National Express and RPS Group Previously Chairman of Principal Hayley Group, Porthaven Nursing Homes and Corporate Development Director at Hilton International EXECUTIVE DIRECTORS Ralph Findlay Chief Executive Offcer (CEO) Board Committees N Independent No Appointed to the Board May 1996 Initially appointed Finance Director in 1996 becoming CEO in 2001 Qualifed Chartered Accountant and Treasurer Andrew Andrea Chief Financial and Corporate Development Offcer (CFO) Independent No Appointed to the Board March 2009 Joined the Company in 2002 Qualifed Chartered Accountant Other appointments Non-executive Director at Portmeirion Group PLC Past experience Roles held at Guinness Brewing Worldwide, Bass Brewers Limited and Dolland & Aitchison Other appointments Non-executive Director and Chair of Audit Committee at Bovis Homes Group PLC Chair of Council and Pro Chancellor at Keele University Director of BBPA Past experience Roles held at Geest Plc and Bass Plc Key A N R * Audit Committee Nomination Committee Remuneration Committee Denotes Committee Chairman SENIOR INDEPENDENT DIRECTOR GROUP SECRETARY Carolyn Bradley Anne-Marie Brennan Board Committees N R Independent Yes Appointed to the Board October 2014 Past experience UK Marketing Director at Tesco Trustee of the DrinkAware Trust Other appointments Non-executive Director at Legal and General Group Plc Director of The Mentoring Foundation Trustee of Cancer Research UK Non-executive Director of Majid Al Futtaim Retail LLC Appointed as Secretary October 2014 Joined the Company in 1998 Qualifed Chartered Secretary and Chartered Accountant Skills directly relevant to our business model 50% Beer 50% Pubs 38% Rooms 50% of our Board have experience in beer businesses 50% of our Board have pubs and bar experience 38% of our Board have experience in hotels and lodges 42 | Marston’s PLC Annual Report and Accounts 2017 NON-EXECUTIVE DIRECTORS Matthew Roberts Catherine Glickman Board Committees A N Independent Yes Appointed to the Board March 2017 Other appointments Chief Financial Offcer of Intu Properties Plc Past experience Chief Financial Offcer of Gala Coral Group Limited Finance Director of Debenhams plc Board Committees N R* Independent Yes Appointed to the Board December 2014 Other appointments Member of the Institute of Personnel and Development Past experience Group HR Director of Genus Plc Group HR Director at Tesco Robin Rowland Nick Backhouse Board Committees A N R Independent Yes Appointed to the Board September 2010 Other appointments Chief Executive of YO! Sushi Limited Non-executive Director at Eathos Limited and Caffè Nero Group Limited ALMR Board Director Past experience Roles held at Whitbread Inns, The Restaurant Group Plc and Scottish & Newcastle Plc Board Committees A* N Independent Yes Appointed to the Board February 2012 Other appointments Senior Independent Director of Hollywood Bowl Group plc Director of Chichester Festival Theatre Fellow of the Institute of Chartered Accountants Past experience Senior Independent Director of Guardian Media Group Senior management positions in the pub, leisure and fnancial sectors Other relevant experience of our Board 63% Food 88% Retail 75% Leisure 75% Operational 50% Finance Marston’s PLC Annual Report and Accounts 2017 | 43 Strategic Report | Governance | Financial Statements | Additional Information Corporate Governance Report continued ROLES AND RESPONSIBILITIES There is a clear division of responsibility between the roles of the Chairman and the Chief Executive Officer (CEO) which are set out in writing and agreed by the Board. The key responsibilities for each Board member are set out below. CHAIRMAN SENIOR INDEPENDENT DIRECTOR NON-EXECUTIVE DIRECTORS Roger Devlin is responsible for: Carolyn Bradley is responsible for: • The operation, leadership and governance of the Board. • The effectiveness of the Board. • The agenda, style and tone of Board discussions with a particular focus on strategic matters. • Ensuring each Non-executive Director makes an effective contribution to the Board. • Ensuring through the Group Secretary that the Directors receive accurate, timely and clear information. • Acting as a ‘sounding board’ for the Chairman and an intermediary for the other Directors. • Acting as chairman if the Chairman is conflicted. • Leading the Non-executive Directors in their annual assessment of the Chairman’s performance and providing feedback. • Acting as a conduit to the Board for the communication of shareholder concerns when the normal channels have failed to resolve, or for when such contact would be inappropriate. The roles of Nick Backhouse, Catherine Glickman, Robin Rowland and Matthew Roberts are to: • Constructively challenge proposals on strategy. • Contribute to the development of longer-term strategy. • Meet with the Chairman, at least annually, without the Executive Directors being present. • Scrutinise management performance in the delivery of strategic objectives. • Monitor operational and financial performance. CHIEF EXECUTIVE OFFICER CHIEF FINANCIAL AND CORPORATE DEVELOPMENT OFFICER GROUP SECRETARY Ralph Findlay is responsible for: Andrew Andrea is responsible for: Anne-Marie Brennan is responsible for: • The performance of the Group in line with the strategies and objectives established by the Board and under powers delegated by the Board. • Ensuring the Board is supplied with information relevant to its strategic role. • Leading the Executive Directors and senior management in the operational and financial management of the business. • Providing clear and visible leadership in business conduct. • The effective and ongoing communication with shareholders. • Working with the CEO to develop and implement the Group’s strategic objectives. • Delivering the financial performance of the Group. • Ensuring that the Group remains appropriately funded to pursue its strategic objectives. • Investor relations activities (and communications to investors) with the CEO. • Ensuring effective information channels within the Board and its Committees, and between senior management and Non- executive Directors. • Advising on regulatory compliance and corporate governance. • Facilitating individual induction programmes for Directors and assisting with their development as required. • Communications with retail shareholders and organisation of the AGM. • Chairing the Risk & Compliance Committee and Data Security Committee. MANAGEMENT COMMITTEES The PLC Exec comprises of the CEO, CFO, Managing Director (MD) of Marston’s Beer Company (MBC), Group Estates Director, Group People Director, Group Secretary and the Operations Directors of each of the pub operating segments: Destination, Premium, Taverns and Leased. It meets monthly to review operational performance and controls; consider property proposals, capital investment and new initiatives; people development, and to approve internal policies and governance, and financial matters within the authority limits delegated by the Board. MBC has a separate management board owing to the breadth of operations within the division. The MBC Board comprises the MD, Director of Finance and Customer Services, Director of Brewing, Director of Logistics, Director of Sales (Free Trade), Director of Sales (National), Brands Marketing Director, Group People Director and the Head of Technology Services. The division’s strategy is presented to the PLC Board for approval each year and the extent of their autonomy is determined by this strategy and the Group’s financial authority limits. The MBC Board meets on a regular basis to review the operational performance of each channel, capital investment proposals, people development and strategic initiatives. 44 | Marston’s PLC Annual Report and Accounts 2017 BOARD AGENDA AND ACTIVITIES DURING THE YEAR The Board’s agenda comprises a combination of regular business matters and a forward agenda of other specific matters for consideration. The agenda for each meeting is prepared by the Group Secretary and agreed with the Chairman and CEO. This ensures sufficient time is devoted to key business matters at the appropriate time and the agenda remains flexible to accommodate the addition of any specific items for discussion as required. Standing items and regular reports cover the Group’s financial position, risk management, regulatory compliance and consumer insight. Updates on activities across each operating division and performance against targets are reported to the Board in a monthly summary of key business operations. Board papers are circulated in advance of each meeting to ensure that Directors have sufficient time to review them before the meeting. Items considered during the period include: Strategy Annual strategy day Customer Focus and Business Operations Leadership and People Development Governance Lodge development and expansion Key personnel succession planning Effectiveness of Board and Committees Annual plan Retail systems update Appraisal and career development assessment process Acquisition of pubs package Health, safety and food hygiene review Apprenticeships programme Acquisition of Charles Wells beer business Pubs Code update Financing proposals Corporate responsibility strategy and update Refinancing main bank facility MBC strategy Annual insurance renewal Matters Reserved for the Board and delegated authorities Group risks and risk management review Assessment of key business and financial controls Fair, balanced and understandable review of Annual Report and Accounts New auditor appointment Modern Slavery Statement Shareholder Focus Review of results announcements and Annual Report and Accounts Dividend proposals Going concern and Viability Statement review AGM preparation Non-pre-emptive cash placing of ordinary shares Shareholder feedback and perceptions Investor feedback BOARD AND COMMITTEE MEETING ATTENDANCE The Board met nine times during the year, allowing sufficient opportunities to effectively challenge and monitor the Group’s progress against its strategic objectives and within the governance framework. The three principal Committees of the Board deal with financial and risk matters, remuneration and succession planning. Each has its own terms of reference which are regularly reviewed and updated by the Committee before they are considered and approved by the Board. Reports from each Committee can be found on pages 48, 50 and 53. The table below shows each Director’s attendance throughout the year: Name Board Nomination Audit Remuneration 2017 STRATEGY DAY – ON THE AGENDA Andrew Andrea Nick Backhouse Carolyn Bradley1 Peter Dalzell2 Roger Devlin Ralph Findlay 9/9 9/9 9/9 8/9 9/9 9/9 Catherine Glickman 9/9 Neil Goulden3 Robin Rowland Matthew Roberts4 3/4 9/9 5/5 – 2/2 2/2 – 2/2 2/2 2/2 – 2/2 2/2 – – 2/3 – – – 4/4 1/1 4/4 – 4/4 – – – – – 1/1 4/4 3/3 1. Carolyn Bradley joined the Remuneration Committee with effect from 24 January 2017. 2. Peter Dalzell stepped down from the Board with effect from 29 September 2017. 3. Neil Goulden retired from the Board on 24 January 2017. 4. Matthew Roberts was appointed as a Director with effect from 1 March 2017. The annual strategy day enables the Board to focus in-depth on the strategy, progress and implementation. In 2017, a number of senior managers attended the Strategy Day to present proposals on their areas of responsibility, helping to inform the debate around the continued development of strategy. Once again the Board were joined for dinner by a number of senior managers from across the business, enabling Non-executive Directors to engage, discuss and debate with those in attendance. The key themes of the Strategy Day comprised: • General market trends, regulatory challenges, performance and priorities. • Five year financial plan, capital allocation and corporate opportunities. • Evolution of property development expertise. • Progress and plans in developing the digital strategy for Marston’s pubs. • Organisational and behavioural change in operating pubs. Marston’s PLC Annual Report and Accounts 2017 | 45 Strategic Report | Governance | Financial Statements | Additional Information Corporate Governance Report continued 2. Effectiveness Commitment Significant commitments of the Directors held outside of Marston’s are disclosed prior to appointment and on an ongoing basis where there are any changes. Actual and potential conflicts of interest are regularly reviewed. The Board has authority, under the Articles of Association, to authorise potential conflicts of interest and to impose any limits or conditions it sees fit. All of our Directors are required to allocate sufficient time to the Group to discharge their responsibilities effectively and this is reviewed by the Chairman as part of the annual evaluation process. BOARD EVALUATION SUMMARY Evaluation The Code recommends that an annual evaluation of the effectiveness of the Board and its Committees is conducted and that this process is externally facilitated at least every third year. Last year’s evaluation was conducted by Independent Audit, an external corporate governance consultancy, and progress made against key action points is summarised below. This year’s annual Board evaluation was carried out internally; a questionnaire was circulated to all Board members and this formed the basis of individual meetings between the Chairman and each Director. The discussion covered the constitution and conduct of the Board, the contribution of each Director and the structure of the Board Committees. The Chairman concluded that the current composition of the Board is appropriate, meetings are conducted in an open and honest manner and with greater levels of constructive challenge. Each Director is considered to own their individual specialism and make an effective contribution to meetings. The Board Committee structure is working well and the NEDs will continue to meet informally with the CEO being invited on occasions. Agreed action points, together with an update on progress against the action points from the 2015/16 evaluation are shown below: Our 2016 recommendations Update Our 2017 recommendations • Bi-annual dinners with the Leadership Group. • The Board hosted two dinners with senior • Senior management to attend Board managers during the year. meetings on a regular basis. • NEDs to meet three times per year without • NEDs met three times during the year the Executive Directors. without the Executive Directors. • Future presentations requested on employee and customer feedback. • NEDs to provide more constructive and rigorous challenge that will be minuted for regular review. • Future Board presentations will have greater clarity of purpose. • Minuted challenges from the NEDs are followed up on a regular basis. • Board meetings to be held at our pubs and brewery sites when practicable. • The Board and presenters are briefed on the purpose and desired outcomes from presentations. • NEDs to meet 2-3 times per annum without the Executive Directors; the CEO to be invited occasionally. • A more rigorous approach to risk reviews will be adopted to ensure the framework reflects the processes and remains relevant and robust. • A forward calendar of internal meetings and events will be circulated to allow NEDs greater opportunity to interact with the business. • Electronic Board papers to be offered • Organisational changes have been made to the risk management process and a restructure of Health and Safety management is underway. Proposals are being developed to deepen Board engagement with specific risk scenarios. • A forward calendar of internal events has been circulated. in addition to a hard copy option. • The majority of Board members now receive their Board papers electronically. • Strategy Day papers to adopt a more rigorous review of evidence-based data to support proposals. 46 | Marston’s PLC Annual Report and Accounts 2017 RE-ELECTION OF DIRECTORS With the exception of Nick Backhouse all Directors will offer themselves for re-election at the AGM. Details of each Director serving on the Board at the date of this Report are set out on pages 42 to 43 and shall be set out to shareholders in the papers accompanying the re-election resolutions for the AGM. The Board is of the opinion, supported by the Nomination Committee, that each Director continues to make an effective and valuable contribution and demonstrates commitment to his or her role. partner also provided a briefing ahead of Matthew’s first Audit Committee meeting. Matthew has also met with the Head of Treasury and the new Head of Internal Audit. The Group Secretary advises the Board on all governance matters and makes herself available to all Directors for advice and services. If necessary, Directors may seek independent professional advice at the Company’s expense in the performance of their duties. DIVERSITY POLICY The Board, through the CEO, takes overall responsibility for diversity and equality across the Group. Catering for the preferences of our many different customers is fundamental to our business and therefore it is essential that we consider diversity in our decision-making process. Our Ways of Working are shared throughout Marston’s: we recruit the best people, invest in our people and put people first – whether that’s the Marston’s team, our customers or our suppliers. We do not discriminate in any way, always seeking to appoint the candidate that best fits the role, regardless of gender, race or background. We have a Whistleblowing Policy, the purpose of which is to ensure that our people feel secure when raising any concerns they may have without any adverse effect on their career and development at Marston’s. Further details of Marston’s approach to diversity and our equal opportunities policy can be found on our website at www.marstons.co.uk Gender diversity Number of employees at 30 September 2017 8 2 6 49 11 14,822 7,653 38 7,169 Directors Senior Managers Total employees Female Male TRAINING AND DEVELOPMENT As part of the 2017 Board evaluation, the Chairman conducted individual development reviews with each Director. Part of the Chairman’s role is to ensure the effectiveness of the Board and, as such, he takes responsibility for ensuring that Directors continually update their skills, knowledge and familiarity with the Group. Where specific training needs are identified these are incorporated into the Board forward agenda or a personal development plan if appropriate. The Group provides the resources to meet relevant development requirements for individual Directors as and when required and it will continue to review development initiatives for Directors. The NEDs attend a number of external technical seminars run by professional advisers and the Group Secretary continues to monitor the need for briefings and updates on compliance and regulation. During the year, for example, the Board received an update on the Group’s compliance with the Pubs Code regulations. To be able to continue to constructively challenge proposals on strategy and contribute to the ongoing development and implementation, the NEDs spend time with the Executive Directors and other senior managers as well as visiting a range of pubs and brewery outlets. NEDs are also encouraged to engage with our people across the business to further enhance their understanding of the business. Induction programmes are tailored for each individual Director when joining the Board. A comprehensive information pack is compiled covering an explanation of the Group’s financing structure, relevant statutory and regulatory guidance notes including, for example, the UK Corporate Governance Code, the Company’s Share Dealing Policy and guidance on Directors’ duties. Also included are Group policies, structure charts, matters reserved for the Board and Committee terms of reference. An induction programme will include site visits and meetings with relevant colleagues and advisers. As part of his introduction to the Group, Matthew Roberts undertook tours of Banks’s Brewery in Wolverhampton and Wychwood Brewery in Witney, with the MD of MBC and local management teams to understand how the beer business operates. He also received a summary overview of the pubs division to understand the challenges they face and visited a number of pubs with senior management to reinforce the briefings. Further meetings took place with the CEO and CFO, to hear about investor feedback and City sentiment, with the Group Secretary to assess how the Company is governed and with the Corporate Risk Director to understand the main corporate risks to the business and how they are monitored and managed. The external audit Marston’s PLC Annual Report and Accounts 2017 | 47 Strategic Report | Governance | Financial Statements | Additional Information Nomination Committee Report Roger Devlin Chairman of the Nomination Committee DEAR SHAREHOLDER This year has seen some changes to the Board. As a consequence of the restructuring of our pub operations, Peter Dalzell left the Board and, as previously disclosed, Nick Backhouse our Audit Committee Chairman, will retire from the Board with effect from the AGM in January 2018. At its November meeting, the Nomination Committee considered the key roles affected by this and, as previously announced, Matthew Roberts will assume the role of Chairman of the Audit Committee following Nick’s retirement. Carolyn Bradley will join the Audit Committee from the same date. The Nomination Committee has considered the skills and experience required to support the Board and Group in the context of strategy, the current climate and longer- term succession planning. As a result the Committee has recommended and the Board has accepted that no additional Directors are required at this stage. In the interests of future refreshment and succession planning, the Committee will however continue to have regard to suitable candidates for future appointments. DIVERSITY POLICY Our approach to diversity is unchanged: we continue to take note of the guidance provided and we require any search agency that we engage to have signed up to their industry’s Voluntary Code of Conduct addressing gender diversity. We will continue to make appointments on the basis of merit and, as such, have not set a specifc target for numbers of female Directors. However, we do recognise the benefts that greater diversity can bring and take into account such factors when considering any particular appointment. Currently, two of Marston’s eight Board Directors are female. MEMBERSHIP Roger Devlin (Chairman) Ralph Findlay Nick Backhouse Carolyn Bradley Catherine Glickman Neil Goulden (until 24 January 2017) Robin Rowland Matthew Roberts (from 20 July 2017) OUR RESPONSIBILITIES – Ensure the Board and its Committees have the right balance of skills, knowledge and experience. – To plan for the orderly succession of Directors to the Board and other senior managers. – To identify and nominate suitable candidates for Executive and Non- executive Director vacancies having regard to, amongst other factors, the benefits of diversity, including gender diversity. ATTENDEES Other Executive Directors, senior management and external advisers may be invited to attend meetings. TERMS OF REFERENCE Full terms of reference of the Committee can be found in the Investors section of the Company’s website. KEY ACTIVITIES DURING THE REPORTING YEAR – Ensuring that succession planning is aligned with the ongoing leadership requirements of the business. – Refreshment of committees and appointment of Audit Committee Chairman following the retirement of Nick Backhouse. – Reviewing the contribution and tenure of each Director before recommending for re-election by shareholders. – Considering future succession planning for the Board. RE-ELECTION AND EVALUATION The Committee considered the time required from each Non-executive Director, their effectiveness and the experience brought to the Board. Noting that Nick Backhouse will be retiring from the Board in January 2018, I believe that the tenure of the remaining Board members provides the right balance, together with their broad range of skills and relevant experience. In accordance with our terms of reference, the Committee has also considered its own effectiveness during the year. This allows the Committee to formally review the way we work and whether our strategy for discharging our duties remains appropriate. The Committee is satisfed that it continues to perform its duties in accordance with its terms of reference. Having discussed the personal effectiveness and commitment with each Director in individual meetings, I have concluded that the performance of each Board member continues to be effective and I therefore recommend to you the re-election of each Director standing for re-election at the 2018 AGM. CHANGES IN EXECUTIVE MANAGEMENT As previously mentioned, Peter Dalzell left the business at the end of the year as a result of an internal restructuring. The Board has noted its appreciation to Peter for his 22 years of service to the Group. The Committee has considered whether a Board containing two Executive Directors is appropriate and suffcient. The rationale for the restructuring was to create a leaner structure with more agility and greater pace by removing a management layer. To ensure good visibility into operations and accountability for performance, non-Board members will be invited to attend Board meetings from time to time. On this basis and in view of the current economic climate the Committee is currently satisfed that the Board will continue to effectively discharge its duties with two rather than three Executive Directors. The Committee will keep this under review. Roger Devlin Chairman of the Nomination Committee 48 | Marston’s PLC Annual Report and Accounts 2017 DEVELOPING THE NON-EXECUTIVE TEAM Senior Independent Director In January, Carolyn Bradley took over as Senior Independent Director from Neil Goulden when he retired from the Board. During the remainder of this year, Carolyn has met with advisers to better understand the key areas of focus for our major stakeholders. After the announcement of our results, Roger Devlin and Carolyn will arrange meetings with our top investors to gain direct insight and feedback on the Group. Carolyn brings to the role her experiences gained from her time at Tesco as well as her other Non-Executive roles. Separately, Carolyn has met with Deloitte, remuneration advisers to the Remuneration Committee, as part of her induction in becoming a member of that Committee. Remuneration Committee Chairman Also in January, Catherine Glickman assumed the role of Remuneration Committee Chairman. With her extensive experience in human resources at Genus and Tesco, Catherine has the right skillset to succeed Neil Goulden. During the year, Catherine has spent time with the Group Secretary, Group People Director and Deloitte to understand the Group’s approach to remuneration as well as matters currently subject to consultation and external factors relevant to a group of our size and complexity. Catherine works closely with the Group People Director and Company Secretariat to drive the Committee agenda and ensure decisions are relevant and appropriate for the Group. Audit Committee Chairman and membership The Committee considered the composition and chairmanship of the Audit Committee for when Nick Backhouse steps down from the Board at the conclusion of the AGM in January 2018. Matthew Roberts is a Chartered Accountant and current CFO at Intu Properties Plc, and as such has strong current and relevant fnancial experience that leaves him well placed to take over as Chairman of the Audit Committee after the AGM. Although Matthew only joined the Board in March, he has already made a valuable contribution to the role of the Audit Committee. To ensure that the Audit Committee remains compliant with the Code, Carolyn Bradley will become a member following the AGM. 3. Shareholder relations We want Marston’s to be the place for long- term investors who support our strategy. Engagement with our shareholders is essential, supporting their understanding and confdence in the development and implementation of the medium and longer- term strategy of the Group. The investor relations programme focuses on institutional shareholders, fund managers and analysts and is managed by the Executive Directors. The CEO and CFO meet with private client fund managers on a quarterly basis to discuss strategy, performance, management and governance, within the constraints of information which is already publicly available. The key topics discussed with investors each year are: • Current market conditions and consumer behaviour. • A review of the pub and beer strategy, including future expansion plans. • A review of performance in the year. • Understanding the cost outlook. • A review of financing and covenants. This year, there was an additional discussion of the rationale behind the CWBB acquisition and the equity fnancing of the transaction. Formal written feedback from analysts and institutional shareholders is received twice each year following meetings with the CEO and CFO and this is reviewed by the Board to ensure that shareholder views and any issues of concern are heard by all Directors. The Chairman and Senior Independent Director make themselves available for meetings with the Company’s major institutional investors each year but none were taken up this year. The Group Secretary oversees communication with private individual shareholders on behalf of the Board. The investor section of the Marston’s website is the key source of information available to all shareholders and provides share price information, results presentations and announcements, fnancial calendars and general information on the business. The Annual Report and Accounts is the main communication tool providing a comprehensive review of the business, details of our governance arrangements and annual results. All shareholders have the opportunity to communicate directly with the Board of Directors at the Company’s AGM. Prior to the formal business of the AGM the CEO presents an update on recent trading performance and developments in the business. Shareholders are able to ask questions during the meeting, followed by an opportunity to meet with the Directors on an informal basis. All of our Directors attend the AGM and the Chairman of the Board and each Committee are available to answer shareholder questions during the formal business of the meeting. The senior management team also attend and meet with shareholders before and after the meeting thus providing an opportunity for a deeper engagement. The voting on all resolutions at the AGM is conducted by way of a poll. This is to allow all shareholders who are present in person, by proxy or unable to attend, to vote on all resolutions in proportion to their shareholding. The Company releases the results of voting, including proxy votes on each resolution, on its website on the next business day at www.marstons.co.uk/investors and announces them through a Regulatory News Service. Details of the 2018 AGM are set out in the separate Notice of Meeting. Analysis of shareholder register by investor type Private client fund managers Private investors Institutional investors % 29.41 11.17 59.42 Shareholder engagement summary: key communication channels Institutional shareholders and analysts Private client fund managers Private shareholders • Rolling investor relations programme. • Quarterly meetings with CEO and CFO. • AGM with full Board and senior • Bi-annual written feedback received. • Chairman and Senior Independent Director available to meet with our largest shareholders. management present. • Annual Report and Accounts and website. • Group Secretary oversees communication on behalf of the Board. Marston’s PLC Annual Report and Accounts 2017 | 49 Strategic Report | Governance | Financial Statements | Additional Information Audit Committee Report 4. Accountability Fair, balanced and understandable assessment It is a requirement of the Code that the Board should consider whether the Annual Report and Accounts, taken as a whole, is fair, balanced and understandable. To support this assessment, comprehensive reviews are undertaken at regular intervals throughout the year-end process by senior management. The preparation of the Annual Report and Accounts is coordinated by the Company Secretariat team with signifcant input from the Finance team and support from other contributing colleagues across the Group. Drafts of each section of the Annual Report and Accounts are submitted to Board meetings prior to publication, allowing suffcient time to review and provide an opportunity for challenge and discussion, ahead of approving the fnal documents. In addition, the external Auditors review the consistency between the narrative reporting and fnancial disclosures. Compliance Marston’s Risk & Compliance Committee, a supporting committee within our governance framework, monitors all areas of legal and regulatory compliance across the Group. The Committee meets quarterly, and includes representatives from across the business, in order to consider the impact of any emerging areas of legislation, the effectiveness of our internal systems and challenges to current compliance processes. Risks and internal controls The Group’s approach to risk management, systems and internal controls is explained as part of the Strategic Report on pages 22 to 24. Nick Backhouse Chairman of the Audit Committee DEAR SHAREHOLDER As Chairman of the Audit Committee, I am pleased to present the Audit Committee’s Report for the period ended 30 September 2017. The Committee is comprised of three NEDs, all of whom are independent. Each Committee member contributes their own fnancial and business experience to effectively assess the external and internal audits of the Group and the internal control and risk management systems. The Board is satisfed that both Matthew Roberts and I meet the requirements of the Code as having recent and relevant fnancial experience. Throughout the year, we have continued our focus on the integrity of fnancial reporting and internal controls, challenging and debating the reports, statements and fndings presented to us. In addition, we continue to monitor changes in regulation and the potential impact on the Group’s fnancial reporting and assurance processes. The Committee has reviewed the assurance process and risk management framework to ensure that it remains appropriate and provides a robust assessment of the principal risks to the business. This review and assessment is further supported by the internal audit function where, this year, we have appointed a new Head of Internal Audit, reporting to the Corporate Risk Director. The Committee has worked closely with both in developing the internal audit strategy and the detailed audit plan for the next 12 months. The strategy and plan provide independent and objective assurance using a risk-based methodology targeted to help the business achieve its strategic objectives. Having reviewed the external audit process, the Committee believes that PricewaterhouseCoopers (PwC) continue to provide an effective audit service and recommends their re-appointment to shareholders. As previously mentioned, the Group conducted a full tender of the external audit during the year and it is our intention to appoint KPMG at the conclusion of the FY19 audit. Details of the tender process and the timing of the appointment of the new external auditor are set out on page 52. During the year, the Company received a request for information from the Financial Reporting Council (FRC) in respect of the 2015/16 Annual Report and Accounts. Having explained all matters raised to the satisfaction of the FRC no adjustments to prior periods are required. The review was helpful in highlighting certain areas that would beneft from clearer communication and, as a result of the review, we have included additional disclosure in this year’s Annual Report and Accounts. Further details are set out on page 52. Finally, I should like to take this opportunity to say that I have thoroughly enjoyed serving on the Board and Audit Committee of Marston’s for the last six years and, when I hand over the chairmanship of the Audit Committee to Matthew Roberts after the 2018 AGM, I am confdent that the fnancial scrutiny and challenge will continue to ensure Marston’s remains focused on maximising its return on capital investment and delivering sustainable growth. Nick Backhouse Chairman of the Audit Committee 50 | Marston’s PLC Annual Report and Accounts 2017 TERMS OF REFERENCE Full terms of reference of the Committee can be found in the Investors section of the Company’s website www.marstons.co.uk KEY ACTIVITIES DURING THE REPORTING YEAR • Reviewing the main corporate risks and the outcomes from testing the systems and processes for managing and mitigating those risks. The Committee has satisfied itself that the Risk Management Framework provides sufficient assurances. • Approving a viability statement that assesses the prospects of the Group over an appropriate period. The Committee considers that the Group’s existing five year financial planning horizon makes that time period most appropriate. • Considering the Annual Report and Accounts and Interim Results prior to review by the Board. • Development of the Internal Audit strategy, review of the Internal Audit plan and appointment of a new Head of Internal Audit. • Review of accounting policies and standards, and ongoing preparation for the new lease accounting standard (effective 2020). • Adoption of a policy on the provision of non-audit services by the external Auditors. • Review of compliance with the Pubs Code Regulations. SIGNIFICANT FINANCIAL JUDGEMENTS In recommending the Interim Results and Annual Report and Accounts to the Board for approval, the Committee reviewed in particular the accounting for and disclosure of the following key matters: Valuation of the estate. • The Committee considered management’s view of the carrying value of property assets at the period end based on a consideration of market indicators and other possible triggers of impairment in value since the last external valuation of the entire property portfolio in 2015. The Committee are satisfied with the methodology and agree with management’s view that there are no significant impairments or fair value uplifts required to the property estate, noting that the next valuation will be undertaken in 2017/18. The Committee are also satisfied that the valuation policy remains appropriate. Accounting for the acquisition of the Charles Wells Beer Business. • The Committee reviewed management’s valuation methods for the acquired assets and liabilities of the Charles Wells Beer Business, noting in particular the methodology applied to the brands and working capital. The Committee support the accounting approach, acknowledging that the Company has twelve months in which to finalise these numbers. Non-underlying items. • The Committee noted the importance of maintaining consistent and appropriate treatment of items disclosed as non- underlying to maintain comparability of performance year on year. Taking into account the quality of earnings, the Committee are satisfied that the treatment is consistent with prior periods and the Group’s accounting policy. The Committee also noted the classification of certain property-related transactions and concurred with management’s treatment. MEMBERSHIP Nick Backhouse (Chairman) Robin Rowland Matthew Roberts (from 1 March 2017) Neil Goulden (until 24 January 2017) OUR RESPONSIBILITIES • Reviewing the integrity of the Group’s financial statements including the Interim Results and the Annual Report and Accounts. • Reviewing the effectiveness of the internal controls and risk management system. • Reviewing the Group’s systems for detecting fraud, preventing bribery and allowing employees to raise concerns in a safe and confidential manner. • Overseeing the relationship with the external Auditors, specifically reviewing and approving their fees and the terms of engagement. • Considering and recommending the appointment of new external Auditors. • Reviewing and monitoring the external Auditors’ objectivity and independence and the effectiveness of the audit process. ATTENDEES The Corporate Risk Director and external Auditors attend each meeting. Other individuals, such as the CEO and CFO are usually invited to attend all or part of the Committee’s meetings. COMMITTEE MEETINGS The Corporate Risk Director attends each Committee meeting providing ongoing assurance and regular updates on the Group’s main risks and the scope and fndings of internal audit. A number of standing items were reviewed by the Committee during the period including an updated Whistleblowing Policy, matters arising from internal audits and compliance and legal developments. Marston’s PLC Annual Report and Accounts 2017 | 51 Strategic Report | Governance | Financial Statements | Additional Information – The Company continues to value the current relationship with PwC. The new regulations require an audit tender every ten years and a rotation of auditors at least every 20 years. Under the transitional rules Marston’s is required to appoint new auditors no later than 2021. The Board accepted the recommendation of the Audit Committee and approved the intention to appoint KPMG as the Company’s new external auditor after the conclusion of the 2018/19 audit. FINANCIAL REPORTING COUNCIL REVIEW OF 2015/16 ANNUAL REPORT AND ACCOUNTS During the year, the FRC reviewed the Group’s 2015/16 Annual Report and Accounts as part of their normal ongoing role in monitoring the quality of corporate reporting and compliance with reporting requirements. Correspondence was concluded within a short timeframe and no changes in accounting were deemed necessary. However, the FRC did highlight a relatively small number of areas where they felt that the disclosures in the Annual Report and Accounts could be enhanced, and consequently these have been addressed in the current year’s Annual Report and Accounts. The FRC has requested that we advise shareholders that their review provides no assurance that the Annual Report and Accounts are correct in all material respects, as its purpose is not to verify the information provided, but to consider compliance with reporting requirements. As such, the FRC and its offcers, employees and agents accept no liability for any reliance on its review by third parties, including but not limited to shareholders and investors. Audit Committee Report continued AUDITORS AUDIT TENDER The external Auditors attend each meeting, which allows the Committee the opportunity to review and challenge the integrity of the Group’s fnancial reports. The external Auditors also present their audit strategy, fndings and conclusions in respect of the Annual Report and Accounts and Interim Results. In addition, at least once a year, the external Auditors meet the Committee without any Executive Director present to provide an opportunity for open dialogue and feedback. In assessing the work of the external Auditors, the Committee continues to be satisfed with the scope of their work and their effectiveness, and recommends their re-appointment to the Board. The Committee has satisfed itself that the independence and objectivity of the external Auditors, and the safeguards to protect it, remain strong noting the following: • The external Auditors conduct an annual review of their independence identifying all services provided to the Group and assessing whether the content and scale of such work is a threat to their independence. • The Committee accepts that some non-audit work is most appropriately undertaken by the external Auditors. The Committee’s terms of reference and policy on non-audit services set out what is permissible and where such work is expected to be in excess of a specified amount, the Chairman of the Audit Committee must approve the work. Both documents are available on the corporate website. Below that amount, the CFO has authority to approve such work once he is satisfied that the Auditors are the most appropriate providers. In 2016/17 PwC were engaged to assist in a data mapping exercise undertaken by the Group. The Group has used other accounting firms for some non-audit work. In each case, consideration is given to the need for value for money, experience and objectivity required in the particular circumstances. • The audit partner is changed at least once every five years. Mark Smith was appointed during the 2012/13 financial reporting period and will rotate off after the 2016/17 financial year and be replaced by Andrew Lyon for the period until handover to KPMG. Fees paid to the external Auditors are disclosed in Note 3 of the Financial Statements on page 86. As previously stated, the Group conducted a tender of its external audit this year. Prior to the commencement of the formal tender process, the Audit Committee Chairman and CFO met with relevant individuals from the other ‘Big 4’ and certain ‘mid-tier’ audit frms to assess the suitability of the various potential service providers. At the end of this process the Audit Committee concluded that EY, KPMG and Deloitte should be invited to formally tender. The current auditors, PwC, were excluded from the process due to the length of their tenure which prevents them continuing after 2020. The tender process was managed by the Head of Group Tax and each of the frms receiving a formal invitation to tender were offered access to a data room, brewery and pub visits, an information gathering day with senior management, as well as sessions with the Audit Committee Chairman, the CFO and the current audit partner from PwC. The written tender submissions were considered by a panel of fve before receiving a presentation from each of the three frms. The panel was comprised of the Audit Committee Chairman, the CFO, the Group Financial Reporting Manager, the Group Secretary and the Head of Group Tax. The panel assessed the written tender document and presentations based on the key criteria that had been circulated at the start of the process to all participating parties. The criteria covered effectiveness and effciency, business understanding, transition arrangements, independence and governance and fees. The panel considered that each of the frms demonstrated the ability to meet all of the criteria with the only distinguishable point being the panel’s assessment of how effectively Marston’s could work with each frm. On this point the panel and the Audit Committee were unanimous in recommending the appointment of KPMG. The Committee then considered the timing of the appointment and for the reasons set out below, they recommended that the change to KPMG be effective after the conclusion of the 2018/19 audit. – The new lease accounting standard, IFRS 16, applies from 2019/20 and, given the extensive nature of the changes arising from implementation of this standard, this represents an appropriate accounting break. Over the next two years the Company will be working to ensure that it is suitably prepared for the implementation of this new standard with regular reviews by KPMG; – The external property valuation in 2018 necessitates a more extensive audit in what would otherwise be the auditor transition year; 52 | Marston’s PLC Annual Report and Accounts 2017 Directors’ Remuneration Report Annual Statement Catherine Glickman Chairman of the Remuneration Committee DEAR SHAREHOLDER In this, my frst year as the Remuneration Committee Chairman and on behalf of the Board, I am pleased to present our report for the period ended 30 September 2017. Being a member of the Board and Remuneration Committee for two years has given me the opportunity to learn about the business and the approach to remuneration. I support the responsible approach for which Marston’s is known. We aim to ensure that our Executive Directors’ rewards are aligned with the interests of shareholders through the achievement of the Group’s strategic objectives. We believe that variable pay should only be earned for achievement against objective stretching targets. Bonus targets and longer term performance metrics are set at challenging levels, whilst also being mindful not to encourage excessive risk taking. These were the principles underpinning our remuneration policy put to shareholders at the Annual General Meeting held on 24 January 2017: I am encouraged by the level of shareholder support, with 97.88% of votes cast in favour of the new Directors’ Remuneration Policy. The policy became effective from the close of the 2017 AGM and the following pages describe how the policy has been applied in 2016/17. Rather than reproduce the full policy, in the Annual Remuneration Report, we have provided extracts from the policy alongside its implementation during the year. The full policy can be found on pages 49 to 56 of the 2016 Annual Report and Accounts and is also available in the Governance section of our website (www.marstons.co.uk/ investors/company-profle). The 2016 Annual Report on Remuneration and the resolution to approve amendments to our Long Term Incentive Plan also received very high levels of support with over 99% of votes cast in favour of both resolutions. We will continue to engage with our shareholders and hope we can rely on your continuing support. If you would like to contact me directly to discuss any aspect of our policy or this report then please email me at remunerationchair@marstons.co.uk. I will also be available to answer your questions at our AGM on 23 January 2018. REVIEW OF THE YEAR Performance Within their respective Chairman’s and Chief Executive’s statements earlier in the Annual Report and Accounts, both Roger and Ralph have reported on the key achievements of our business for the year, namely record underlying turnover of £992.2 million and an increase of 2.9% in our underlying proft before taxation to £100.1 million. These results were achieved against a background of Brexit, increasing cost pressures, increased competition and subdued trading, particularly over the summer months. Pay and performance outcomes Annual bonus 2016/17 The 2.9% increase in underlying Group proft versus 2016 is above the bonus threshold. The return on capital outturn of 10.7% is 0.2% above the CROCCE base. Based on these results, a bonus of 22.65% of salary would have been earned, although the Committee exercised discretion to reduce the bonus awarded to Ralph Findlay and Andrew Andrea to 20% of salary being mindful of continuing our careful management of costs. This also applies to employees in the Group bonus scheme who will receive 20% of their individual bonus opportunity. Peter Dalzell left the business before the year end and details of his bonus (which equated to approximately 5% of salary) are set out on page 60. LTIP 2013/14 Award vesting The vesting estimate for the 2013/14 LTIP Award, as reported in the 2016 Remuneration Report, was 21%. In June 2017 the Committee confrmed this vesting outcome, consisting of a 16% contribution from the CROCCE performance measure and 5% from the relative TSR performance measure. When confrming the outturn, the Committee considered the unexpected and signifcant impact of the Brexit vote on the Company’s share price. The Brexit vote signifcantly disrupted exchange rates which saw a positive beneft for those companies with signifcant overseas earnings and, conversely, a negative impact for those companies with predominantly domestic earnings. The Committee deemed it appropriate to exercise its discretion as regards the relative TSR element, but to limit the vesting to the threshold level (25%, resulting in a 5% award in relation to this element). This approach applied to all LTIP participants including the senior management population. The decision to exercise discretion is not taken lightly and the Committee has previously used its discretion to lapse LTIP awards and reduce annual bonus pay-outs even when formulaic application of the performance conditions would result in vesting and/or greater payments. For example, the 2012/13 LTIP lapsed in October 2016, even though the formulaic application of the performance conditions would have resulted in vesting at 41.7%, and the 2016/17 bonus was reduced. The Committee will continue to consider the use of discretion on a case-by-case basis, being mindful of any impact on the wider workforce and general market and trading conditions. When the 2013/14 LTIP award was granted, the base fgure for the CROCCE performance measure was originally set at 10.8%, based on CROCCE for 2012/13. This fgure was disclosed in the 2014 Directors’ Remuneration Report and was calculated on the basis of a 53 week reporting period. This was subsequently rebased to refect a 52 week period to enable comparisons to be made on a like-for-like basis, and the rebased fgure of 10.5% was applied to the LTIP awards granted in 2013/14. This base fgure also applies to the 2014/15, 2015/16, 2016/17 LTIP awards and will apply to the 2017/18 LTIP awards. Board change We announced on 5 September 2017 that, following a senior management reorganisation, Peter Dalzell would step down from the Board on 29 September 2017 and his employment with the Group ended as a result of redundancy. The Remuneration Committee reviewed and approved the remuneration arrangements in connection with Peter Dalzell leaving the business, details of which are set out on page 60. In approving these arrangements, the Committee had regard to Peter’s service with the Group for over 22 years, the support he provided during that period and his instrumental role in growing our pubs business. All such payments are consistent with our current Directors’ Remuneration Policy. Other key activities of the Committee during the year • Approval of the final Directors’ Remuneration Policy proposed to shareholders at the 2017 AGM, in particular the inclusion of a two year holding period, following engagement with and feedback from our major shareholders. • Consideration of pay review proposals for the Executive Directors, as outlined above. • 2017 bonus proposals and 2013/14 LTIP award vesting, as outlined above. • Approval of SAYE and LTIP grants. • Review of Executive Directors and senior management shareholdings in the Company, in the context of shareholding guidelines. Marston’s PLC Annual Report and Accounts 2017 | 53 Strategic Report | Governance | Financial Statements | Additional Information Annual Statement continued MEMBERSHIP Catherine Glickman (Chairman from 24 January 2017) Carolyn Bradley Robin Rowland Neil Goulden (Chairman until 24 January 2017) OUR RESPONSIBILITIES The Committee is responsible for setting the framework and policy for Executive Directors’ remuneration and, within that framework, for determining the remuneration packages for the Executive Directors and the Chairman. The Committee also approves the design and pay-outs of annual and long-term incentives awards. In addition, we take note of any major changes in employee beneft structures applicable to the wider workforce and review pension provision and remuneration trends across the Group. ATTENDEES The Committee receives advice from a number of different sources. This helps to inform decision making and ensures the Committee is aware of pay and conditions in the Group as a whole, and conditions in the wider market. Ralph Findlay, CEO, has attended each meeting during the year to provide advice in respect of the remuneration of the other Executive Directors. Ralph is not in attendance for any discussions regarding his own remuneration. The Group Secretary, Anne-Marie Brennan, and the Group People Director, Catherine Taylor, have also attended each meeting during the year and provide advice to the Committee. Deloitte LLP (Deloitte) were appointed by the Committee in 2003 and are retained as an independent adviser to the Committee and attend meetings as and when required. Deloitte is a member of the Remuneration Consultants Group and, as such, voluntarily operates under the Code of Conduct in relation to executive remuneration consulting in the UK. Deloitte received fees amounting to £9,500 during the year in respect of advice given to the Committee, and also provided advice during the year in relation to the operation of the Company’s share plans. TERMS OF REFERENCE The Committee’s terms of reference are reviewed annually and can be found in the Governance section of the Company website (www.marstons.co.uk/investors/ company-profle). Looking forward to 2017/18 Pay award effective 1 October 2017 The Committee reviewed the salaries paid to Executive Directors and, taking into account the current economic climate, an increase in base salaries of 2% was approved, which was in line with the average salary increases across the Group. The Chairman’s fees were last reviewed in 2015. However, in consideration of the current economic climate and increasing pressure on costs, the Chairman expressed a preference for his fees not to be reviewed at this time. The Committee agreed that the Chairman’s fees should remain unchanged. No changes will be made to the Non- executive Directors’ fees for 2017/18. Incentive remuneration for 2017/18 No changes are proposed to the Directors’ annual bonus and LTIP opportunities for 2017/18, and further information is given on pages 57 to 59. To better align the performance periods, vesting dates and release dates for LTIP awards, it is proposed that with effect from the 2017/18 LTIP awards we will move to granting after the announcement of the full year results. Therefore, the 2017/18 LTIP awards are intended to be granted in December 2017. Committee focus for 2017/18 The Committee intends to conduct a detailed and thorough review of the current performance metrics for both the annual and long-term elements of variable pay to ensure they remain relevant and appropriate in relation to achieving the Group’s strategic objectives. Any changes to metrics would be carefully considered and, if material, would be the subject of a consultation with shareholders. We are aware of the developing regulatory environment on pay in the UK and internationally – we will continue to monitor this over the coming year. Specifcally, in response to the consultations on corporate governance reform, the Committee will also consider how it can support the facilitation of greater employee engagement and consultation on remuneration matters. Catherine Glickman Chairman of the Remuneration Committee 54 | Marston’s PLC Annual Report and Accounts 2017 Remuneration Summary 2017 Principles • Ensure remuneration arrangements support sustainable growth and strategic objectives of the Group • Substantial part of the incentive package for Executive Directors is delivered in the Company’s shares to ensure interests are aligned with shareholders • Ensure Director and senior management salaries are set with reference to the wider workforce Component Time horizon Key features Implementation in 2016/17 2017 2018 2019 2020 2021 2022 Basic salary and core benefts Annual bonus Deferred element of bonus Long-Term Incentive Plan (LTIP) Share ownership policy Outcomes Andrew Andrea Peter Dalzell* Ralph Findlay Refects scope of the role; to recruit and retain calibre required; and reviewed in context of wider Group 2.0% increase in salary in 2017 Benefts package unchanged Maximum 100% of salary Committee discretion Clawback provision for up to two years Payments in excess of 40% usually deferred into shares 20% bonus awarded Peter Dalzell received a bonus of 5% Bonus awarded less than 40%, no deferral into shares Maximum annual award is 150% Normal maximum is 125% Malus and clawback provisions apply 2014/15 LTIP will lapse on the third anniversary of grant Awards of 125% of salary granted during the period 200% of salary for CEO 100% of salary for other Executive Directors 336% for Ralph Findlay, CEO 115% for Andrew Andrea, CFO 77% for Peter Dalzell*, MD Marston’s Inns and Taverns Fixed Basic salary and core benefts 2017 2016 2017 2016 2017 2016 £450,303 £411,732 £387,694 £380,494 £694,903 £680,944 Variable Annual bonus £72,600 £132,400 £15,000 £122,000 £108,400 £212,400 Long term incentives - £0 £73,566 £1,314 £63,825 £0 Total £522,903 £617,698 £404,008 £566,319 £803,303 £114,976 £1,008,320 * Peter Dalzell stepped down from the Board with effect from 29 September 2017. HOW WE PERFORMED AGAINST OUR OBJECTIVES Annual bonus for 2016/17 Performance metric Link to strategy Weighting Threshold Target Maximum Actual % of salary Underlying Group proft before taxation Return on capital These measures refect the Group’s business priorities that underpin our six strategic pillars 67% £97.3m £103.8m £110.3m £100.1m 14.4% 33% 10.5% 10.9% 11.3% 10.7% 8.25% Potential bonus Actual bonus LTIP vesting in 2016/17 (2014/15 LTIP Award) 22.65% 20.0% Performance metric Link to strategy Weighting Base Threshold On-target 50% vesting Maximum 100% vesting Actual % LTIP vesting CROCCE Free cash fow Relative TSR These refect the sum total of our strategy and ultimately determine the success of the Group 40% 40% 20% 10.5% Base+0.25% Base+0.5% Base+1.0% 10.7% £300m Base+7.5% Base+15.0% Base+30.0% £303.9m – Median – Upper quintile Below median 0% 0% 0% See page 20 of our Strategic Report for more information on our KPIs See pages 13 to 19 of our Strategic Report for more information on our strategy Marston’s PLC Annual Report and Accounts 2017 | 55 Strategic Report | Governance | Financial Statements | Additional Information Annual Report on Remuneration This part of the Directors’ Remuneration Report sets out how we have implemented our remuneration policy during the period ended 30 September 2017. The policy was proposed to shareholders at the 2017 AGM and has applied since the close of that meeting. EXECUTIVE DIRECTORS Single total figure of remuneration Period ended 30 September 2017 Andrew Andrea Peter Dalzell1 Ralph Findlay Salary £ 363,000 311,000 542,000 Benefts £ 14,703 14,666 17,403 Bonus £ 72,600 15,000 108,400 Long-term incentives2 £ 0 1,314 0 Pension £ 72,600 62,028 135,500 Total £ 522,903 404,008 803,303 1. Peter Dalzell stepped down from the Board with effect from 29 September 2017. The table above, includes his remuneration for the period ended 30 September 2017. Information in relation to other payments made to Peter Dalzell are included on page 60. 2. The long-term incentives fgure for the period ended 30 September 2017, for Peter Dalzell, relates to the grant of SAYE options. Period ended 1 October 2016 Andrew Andrea Peter Dalzell Ralph Findlay Salary £ 331,000 305,000 531,000 Benefts £ 14,494 14,494 17,194 Bonus £ 132,400 122,000 212,400 Long-term incentives restated1 £ 73,566 63,825 114,976 Pension £ 66,238 61,000 132,750 Total £ 617,698 566,319 1,008,320 1. Restated to refect the price at vesting for the 2013/14 LTIP as referred to on page 58. The long-term incentives fgure for the period ended 1 October 2016 also includes £1,819 for Andrew Andrea in respect of SAYE options granted in that period, as disclosed in the Directors’ Remuneration Report for that period. Individual elements of remuneration Fixed elements Base Salary Directors’ Remuneration Policy Base salary is a core element of fxed remuneration, refecting the size and scope of the role. Base salary is usually reviewed annually by the Committee and fxed for the fnancial year. Salary increases are reviewed in the context of salary increases across the wider Group. For 2017/18, the basic salary increase for Executive Directors is 2% which is in line with the average salary increases across the Group. The base salaries for the individual Executive Directors are as set out below: Andrew Andrea Ralph Findlay Benefts Directors’ Remuneration Policy 2017/18 base salary £370,260 £552,840 2016/17 base salary £363,000 £542,000 Increase 2% 2% Executive Directors receive benefts in line with market practice which are set at a level which the Committee considers appropriate against the market. The single fgure table above shows the taxable value of benefts received by the Executive Directors in the period and comprises car allowance, private medical insurance and life assurance. Retirement benefts Directors’ Remuneration Policy Executive Directors are eligible to participate in the defned contribution pension scheme and, if a member before closure of the scheme, the defned beneft scheme. In appropriate circumstances, Executive Directors may take a salary supplement instead of contributions into a pension plan. The pension fgures shown in the single fgure table above represents the cash value of pension contributions received by the Executive Directors. This includes any salary supplement in lieu of a Company pension contribution. 56 | Marston’s PLC Annual Report and Accounts 2017 Pension entitlements: Executive Directors (excluding the Chief Executive Offcer) may receive contributions of up to 20% of base salary under the defned contribution pension scheme, an equivalent taxable cash allowance or a combination of the two (up to 20% of base salary). • Defined contribution scheme. No contributions were made into the Group Personal Pension Plan (GPPP) on behalf of Andrew Andrea during the year (due to changes in the pension annual allowance). For the period ended 30 September 2017, Andrew Andrea received a cash supplement of 20% in lieu of pension contributions. • Cash supplement. Ralph Findlay was previously a member of the defined benefit scheme and has opted to no longer accrue future benefits. For the period ended 30 September 2017, Ralph Findlay received a cash supplement of 25% as a salary supplement in lieu of pension contributions. In line with the Remuneration Policy, Peter Dalzell received a cash supplement of 20%, in lieu of pension contributions. • Defined benefit scheme. Ralph Findlay accrued benefits in the defined benefit scheme which closed to future accrual in 2014. Peter Dalzell left Marston’s on 29 September 2017 and became a deferred member on this date. Details are shown in the table below: Peter Dalzell Ralph Findlay Accrued pension at 30.09.17 £ 81,404 111,030 Accrued pension at 30.09.16 £ 80,593 109,862 Normal retirement age 65 60 Early retirement can be taken from age 55 provided the Group gives its consent. The accrued pension will then be reduced to take account of its early payment. On Ralph Findlay’s death, before retirement, a spouse’s pension is payable equal to 50% of his pension plus a lump sum equal to his contributions (including those made via salary sacrifce). On death after retirement the spouse’s pension payable is 60% of the member’s pre- commutation pension, for both Peter Dalzell and Ralph Findlay. Variable elements Annual Bonus and Deferred Bonus Plan Directors’ Remuneration Policy The Annual Bonus plan rewards performance against annual targets which support the strategic direction of the Group. Compulsory deferral into shares aligns Executive Directors with shareholder interests and provides a retention element. The usual maximum annual bonus opportunity is 100% of base salary. At least 50% of the award is based on fnancial performance measures. The balance of the bonus opportunity is based on fnancial measures and/or the delivery of strategic/individual objectives. Any bonus earned in excess of 40% of the maximum award is usually payable in shares in the Company which will be deferred for a period of three years. With the exception of our pub managers, feld-based sales and operations teams, all bonus arrangements within the Group have the same structure and payout mechanism, though the maximum potential award, expressed as a percentage of salary, varies between different employee groups. Payments are calculated based upon achieving or exceeding pre-set targets for both Group proft and return on capital. Sales and operations teams have additional elements within their bonus schemes linked to segmental and individual performance. Bonuses to Executive Directors and the senior management team are based on performance against pre-set targets for both Group proft (two thirds) and return on capital (one third). 2016/17 Outturn Executive Directors could earn a bonus equivalent to 50% of base salary for on-target performance. Above this, the award increases on a linear basis up to a maximum of 100% of base salary. If the target performance is not achieved then there is a linear reduction in the award using, in the case of the proft measure, the prior period performance as a base. The Directors consider that the future Group proft and return on capital targets are commercially sensitive matters as they provide competitors with insight into our business plans and expectations and therefore they should remain confdential to the Group until the performance period has ended. The targets and actual performance for 2016/17 are set out below: 2016/17 Underlying Group proft before taxation Return on capital Potential Actual award Threshold £97.3m1 10.5%2 Target Maximum Actual % of salary Opportunity £103.8m 10.9% £110.3m 11.3% £100.1m 10.7% 14.4% 8.25% 22.65% 20.0%3 67% 33% 100% 1. The threshold Underlying Group proft before taxation is 2015/16’s actual outturn, which has been restated. In the prior period the net interest on the net defned beneft asset/liability was presented within underlying items. This has now been represented within non-underlying items to better refect the nature of this item and to be consistent with the current period presentation. 2. The threshold for return on capital is the same as the CROCCE base used for the LTIP performance metric. 3. Bonuses of 20% of salary were awarded to Ralph Findlay and Andrew Andrea. Details of the bonus awarded to Peter Dalzell are set out on page 60. The bonuses earned are below the level at which deferral applies and, accordingly, no amounts earned have been deferred. 2017/18 opportunity No changes are proposed to the annual bonus scheme for 2017/18 and the Committee will continue to disclose how the bonus payout delivered relates to performance against the targets on a retrospective basis. Marston’s PLC Annual Report and Accounts 2017 | 57 Strategic Report | Governance | Financial Statements | Additional Information Annual Report on Remuneration continued Long Term Incentive Plan Directors’ Remuneration Policy The Long Term Incentive Plan (LTIP) incentivises Executive Directors to deliver against the Group’s strategy over the longer term. Long-term performance targets and share-based remuneration support the creation of sustainable shareholder value. Awards vest dependent on the achievement of performance targets, normally over a three year performance period. The normal maximum award size will be up to 150% of base salary in respect of any fnancial year. Awards for 2017/18 will be granted at the level of 125% of salary and it is currently intended that awards will continue to be made at this level. Vested awards granted in respect of 2016/17 and later years are normally subject to an additional holding period of two years before being released to participants. Malus and clawback provisions apply. At its discretion, the Committee may award dividend equivalents to refect dividends that would have been paid on vested awards under the LTIP from the end of the performance period until the date of release. The value of long-term incentives included in the single fgure table on page 56 comprises the value of LTIP awards that vest in respect of the fnancial period and the value of SAYE options granted in the period. Vesting in respect of performance during 2016/17 (2014/15 LTIP Award) LTIP awards granted in 2014/15 were subject to the achievement of the metrics in the following table. Although the formal vesting date is not until June 2018, the performance measures have not been achieved and the awards will lapse. CROCCE FCF Relative TSR Weighting Base Threshold at 25% On-target 50% vesting Maximum 100% vesting Actual Vesting 40% 40% 20% 10.5% £300m – Base +0.25% Base +7.5% Median Base +0.5% Base +15% Base +1.0% Base +30% – Upper quintile 10.7% £303.9m Below median 0% 0% 0% • CROCCE removes any potential distortions from subjective decision on depreciation policy and asset revaluation. • FCF is set as a three-year cumulative amount. The operating cash flow of the business is more closely aligned to operating performance than a simple leverage ratio and reflects the cash which is available to reinvest to increase returns, to pay down debt or to pay dividends. • Relative TSR: the Remuneration Committee believe that a wider comparator group is a more robust and realistic way of measuring how shareholders value the Company. The maximum award has been set at the upper quintile level recognising our commitment to ensuring there are demanding performance targets in place. LTIP 2013/14 Award vesting The Committee deemed it appropriate to exercise its discretion as regards the relative TSR performance measure element, but to limit the vesting to the threshold level (25% vesting of the 20% of the awards based on relative TSR, resulting in 5% of the total award vesting in relation to the relative TSR measure). In June 2017, the Committee confrmed the 21% estimated vesting for the 2013/14 LTIP award, as follows: CROCCE FCF Relative TSR Weighting 40% 40% 20% Base Threshold at 25% On-target 50% vesting 10.5%1 Base +0.25% Base +0.5% Base +15% £300m - - Base +7.5% Median Maximum 100% vesting Actual Base +1.0% Base +30% 10.9% £249.4m Upper quintile See note 2 below Estimated vesting 40% of CROCCE element (16% of total award) 0% of FCF element 25% of TSR element (5% of total award) 21% of total award 1. The base fgure for the CROCCE performance measure was originally set at 10.8%, as reported when the grant of the awards was discussed in the 2014 Directors’ Remuneration Report. It was based on CROCCE for 2012/13 which was calculated on the basis of a 53 week period. This was subsequently rebased to refect a 52 week period to enable comparisons to be made on a like-for-like basis, and the rebased fgure of 10.5% was applied to the LTIP awards granted in 2013/2014 and subsequent awards. 2. In June 2017, when confrming the proposed outturn, the Committee considered the unexpected and signifcant impact of the Brexit vote on the Company’s share price. The Brexit vote signifcantly disrupted exchange rates which saw a positive beneft for those companies with signifcant overseas earnings and, conversely, a negative impact for those companies with predominantly domestic earnings. The Committee deemed it appropriate to exercise its discretion as regards the relative TSR performance measure element, but to limit the vesting to the threshold level (25% of the 20% relating to relative TSR, resulting in 5% of the total award vesting in relation to the relative TSR measure). In the 2016 Directors’ Remuneration Report, the value included in the single fgure of remuneration table assumed an estimate of 21% vesting and a share price equal to the average share price over the last quarter of the fnancial period ended 1 October 2016. In the single fgure table on page 56 of this report, the estimate has been updated to refect a price of £1.239, being the price on 26 June 2017, the date of vesting. 58 | Marston’s PLC Annual Report and Accounts 2017 Granted during 2016/17 LTIP awards granted during 2016/17 were as follows: Andrew Andrea Peter Dalzell Ralph Findlay Percentage of salary 125% 125% 125% Number of shares 362,709 310,751 541,566 Face value at grant1 £453,749 £388,750 £677,499 % of award vesting at threshold 25% 25% 25% Performance period Holding period Financial periods 2016/17 – 2018/19 Financial periods 2019/20 –2020/21 1. Calculated using the mid-market share price at date of grant of £1.251. The Committee reviewed the base numbers and performance conditions associated with each metric and agreed that they remain appropriate and challenging and that the base amounts are suffciently stretching without encouraging undue risk. Therefore, the same performance conditions and targets apply as for previous awards and set out on page 58. 2017/18 awards It is intended to make awards under the LTIP in 2017/18 based on the same performance metrics as 2016/17. Awards will be granted at the level of 125% of salary. To better align performance periods, vesting and release dates, it is proposed that these awards will be granted in December 2017, and that awards in future years will similarly be granted following the announcement of the full year results. In view of the new lease accounting standard that will be effective for accounting periods beginning on or after 1 January 2019 and the, as yet, uncertain impact of that standard on the Group, the Remuneration Committee will monitor and review the performance metrics over the 2017/18 LTIP award performance period to ensure they remain appropriate and fair. SAYE For the period ended 1 October 2016 for Andrew Andrea, the long-term incentive value, shown in the single fgure table, includes the value of SAYE options granted based on the fair value of the options at grant. For the period ended 30 September 2017 for Peter Dalzell, the long-term incentive value, shown in the single fgure table, includes the value of SAYE options granted based on the fair value of the options at grant. NON-EXECUTIVE DIRECTORS Directors’ Remuneration Policy Non-executive Directors’ fees are usually reviewed every two years and are set at a level that refects market conditions and is suffcient to attract individuals with appropriate knowledge and experience. Fees are based on the level of fees paid to Non-executive Directors serving on Boards of similar-sized UK-listed companies and the time commitment and contribution expected for the role. Non-executive Directors receive a basic fee and an additional fee for further duties (for example chairmanship of a Committee or Senior Independent Director responsibilities). Total remuneration (Chairman and Non-executive Directors) Roger Devlin Nick Backhouse Carolyn Bradley1 Catherine Glickman2 Neil Goulden3 Matthew Roberts4 Robin Rowland Base Fee Committee Chairman 187,500 50,000 50,000 50,000 15,720 29,167 50,000 – 7,000 – 4,136 1,886 – – SID – – 4,136 – 1,886 – – 2016/17 Total 187,500 57,000 54,136 54,136 19,492 29,167 50,000 2015/16 Total 187,500 54,000 46,500 46,500 59,000 – 46,500 1. Carolyn Bradley became the Senior Independent Director on 24 January 2017. 2. Catherine Glickman became Chairman of the Remuneration Committee on 24 January 2017. 3. Neil Goulden stepped down from the Board on 24 January 2017. 4. Matthew Roberts was appointed as a Non-executive Director on 1 March 2017. Fees The Chairman’s fees were last reviewed by the Committee in 2014/15 and the Committee reviewed these during 2016/17 in line with its usual review timetable. The Chairman’s fee was not increased in 2016/17 and, in consideration of the current economic environment the Chairman has expressed a preference for his fee not be reviewed, so his fee will remain unchanged for 2017/18. Non-executive Directors’ fees, other than the Chairman, are determined by the Board and are reviewed every two years. These fees were last reviewed by the Board in 2015/16. The fee structure shown below has applied for Non-executive Directors since 1 October 2016 and will remain unchanged for 2017/18: Basic fee Additional fee for: Chairmanship of the Audit Committee Chairmanship of the Remuneration Committee Senior Independent Director £50,000 £7,000 £6,000 £6,000 The maximum authority for Non-executive Directors’ fees (in aggregate), as outlined in our Articles of Association, is £750,000 a year, and was approved by shareholders at our 2017 AGM. Marston’s PLC Annual Report and Accounts 2017 | 59 Strategic Report | Governance | Financial Statements | Additional Information Annual Report on Remuneration continued Interests in ordinary shares The benefcial interests of the Non-executive Directors and their connected persons in the share capital of the Company are shown below: Roger Devlin Nick Backhouse Carolyn Bradley Neil Goulden1 Catherine Glickman Matthew Roberts2 Robin Rowland As at 30.09.17 As at 01.10.16 150,000 25,000 25,000 268,000 50,000 25,000 52,083 150,000 25,000 25,000 268,000 25,000 – 52,083 1. Neil Goulden stepped down from the Board on 24 January 2017. His interests in ordinary shares are shown as at that date. 2. Matthew Roberts was appointed as a Non-executive Director on 1 March 2017. PAYMENTS TO PAST DIRECTORS AND PAYMENT FOR LOSS OF OFFICE No payments were made to past Directors during the period. As announced on 5 September 2017, Peter Dalzell stepped down from the Board on 29 September 2017 and his employment with the Group ended as a result of redundancy, following a senior management re-organisation. In accordance with our current Directors’ Remuneration Policy, as approved by shareholders at the 2017 AGM, Peter has been treated as a ‘good leaver’ by reason of redundancy. Details of Peter’s remuneration throughout 2016/17 are set out in the single fgure of remuneration table on page 56. A summary of the remuneration arrangements in connection with Peter leaving the business, consistent with the Directors’ Remuneration Policy and authorised by the Committee, is provided below. • £390,757 representing 12 months’ contractual notice entitlement (base pay and benefits); • £12,225 Statutory Redundancy Payment; • £15,000 bonus payment having regard to the fact that Peter is a ‘good leaver’ and taking into account his contribution to the business during the bonus period in question and the performance against the relevant measures, on a cautious basis. The bonus of c.5% of salary, compared with a bonus for each of Ralph Findlay and Andrew Andrea of 20% of salary. In line with the Directors’ Remuneration Policy, no deferral was applied to the bonus. The bonus earned is included in the single total figure of remuneration on page 56; • £5,000 Outplacement Consultancy support; • £1,000 plus VAT legal fees; • Peter is also treated as a ‘good leaver’ for the purpose of his entitlement to vested and unvested LTIPs under the 2014 LTIP plan rules and SAYE. His unvested LTIP awards are subject to the normal performance conditions which will be assessed over the ordinary performance periods and awards will vest and be released (where applicable) at the ordinary dates. Any awards that vest will be pro-rated to reflect the proportion of the performance period that elapsed whilst still employed by the Group. The awards are summarised below. Award 2015/2016 2016/2017 Date of Grant Number of shares Performance Period Vesting Date 21 June 2016 21 June 2017 257,080 310,751 October 2015 – September 2018 October 2016 – September 2019 June 2019 June 2020 (released September 2021) As with the LTIP awards held by the other Executive Directors, Peter Dalzell’s 2014/15 award will lapse. Time pro-rating percentage 66% 33% RELATIVE IMPORTANCE OF SPEND ON PAY The table below demonstrates the relative importance of the Group’s expenditure on total employee pay compared to dividend payments to shareholders. Dividend payments Total employee pay1 1. Excluding non-underlying items. 2017 2016 £47.5m £215.1m £41.9m £201.0m change 13.4% 7.0% 60 | Marston’s PLC Annual Report and Accounts 2017 CHANGE IN CEO AND EMPLOYEE PAY The table below shows the percentage change in the salary, benefts and annual bonus for the CEO between the current and previous fnancial period, compared to the wider workforce, excluding pub staff. The Committee believes this provides a more appropriate comparison as the majority of pub-based staff have their remuneration rate set by statute rather than the market. CEO Wider workforce Salary Benefts Annual bonus 2% 2% 21% 21% (50%) 9% Performance graph This graph shows the value, at 30 September 2017, of £100 invested in the Company on 6 October 2008 compared to the value of £100 invested in the FTSE All Share Index. The FTSE All Share Index has been selected as a comparator because the Company is a member of that index. Marsto ’s Net TSR FTSE All Share Net TSR £ 350 300 250 200 150 100 50 6 October 2008 3 October 2009 2 October 2010 1 October 2011 29 September 2012 5 October 2013 4 October 2014 3 October 2015 1 October 2016 30 September 2017 CEO REMUNERATION OVER THE SAME PERIOD 2016/17 2015/16 2014/15 2013/14 2012/13 2011/12 2010/11 2009/10 2008/09 Total remuneration £803,303 £1,008,3201 £876,788 £1,121,294 £937,312 £815,690 £974,784 £826,677 £640,190 Annual bonus 20% 40% 40% 25% 0% 40% 46% 40% 0% LTIP vesting 0% 21% 0% 41.9% 44.2% 0% 0% 0% 0% 1. Restated to refect the updated single total fgure of remuneration as set out on page 56. SHAREHOLDER VOTING The following table sets out actual voting outcomes in respect of the remuneration related resolutions at the Annual General Meeting held on 24 January 2017. Approval of the Directors’ Remuneration Policy Approval of the Annual Report on Remuneration Approval of amendments to the Long Term Incentive Plan Votes for % of vote Votes against % of vote Votes withheld 80,921,034 82,129,038 82,481,120 97.88% 99.26% 99.76% 1,753,514 608,771 202,573 2.12% 0.74% 0.24% 1,214,429 1,151,170 1,205,288 EXTERNAL APPOINTMENTS FOR EXECUTIVE DIRECTORS Executive Directors are permitted to take up external appointments, subject to approval by the Board, and are allowed to retain any fees received. Ralph Findlay is a Non-executive Director of Bovis Homes Group PLC and during the year he received fees of £56,667. Andrew Andrea was appointed as a Non-executive Director of Portmeirion Group Plc with effect from 20 June 2017 and received fees of £9,130. Marston’s PLC Annual Report and Accounts 2017 | 61 Strategic Report | Governance | Financial Statements | Additional Information Annual Report on Remuneration continued SUPPLEMENTARY SCHEDULES Shareholding guidelines Directors’ Remuneration Policy In order to further align the interests of Executive Directors with those of shareholders, the Committee applies shareholding guidelines. These guidelines provide that the Chief Executive Offcer is required to hold shares with a value equal to two times’ salary and other Executive Directors are required to hold shares with a value equal to one time’s salary. To achieve these holdings Directors are required to retain any vested shares from the LTIP, net of tax, until the guidelines are satisfed. Shares subject to vested LTIP awards which are in a holding period count towards this guideline (on a net of assumed tax basis). Directors’ share interests As at 30 September 2017, Andrew Andrea held in excess of 100% of base salary, Peter Dalzell held 77% and Ralph Findlay held in excess of 200% of base salary in shares based on the closing mid-market price of an ordinary share on the last business day of the fnancial period. Executive Directors’ share interests as at 30 September 2017 Andrew Andrea Peter Dalzell1 Ralph Findlay Shares owned outright Share options At 30.09.17 At 01.10.16 292,773 171,531 1,290,475 262,179 144,315 1,104,862 Not subject to performance 24,492 23,801 7,438 Subject to performance 889,871 788,509 1,386,969 Target % holding 100% 100% 200% Actual % holding 115% 77% 336% 1. Peter Dalzell stepped down from the Board with effect from 29 September 2017. His interests in ordinary shares are shown as at that date. Executive Directors’ interests in share options as at 30 September 2017 Andrew Andrea Peter Dalzell1 Ralph Findlay SAYE LTIP SAYE LTIP SAYE LTIP Brought Forward 01.10.16 12,396 12,096 210,777 275,748 248,167 278,995 – 7,438 6,617 – 187,585 245,302 220,678 257,080 – 7,438 337,653 441,892 397,831 447,572 – Grant date 2014 2016 2013 2014 2015 2016 2017 2014 2015 2017 2013 2014 2015 2016 2017 2014 2013 2014 2015 2016 2017 Granted – - – – – – 362,709 – – 16,363 – – – – 310,751 – – – – – 541,566 Exercised/ Vested Cancelled/ Lapsed – – – 57,907 – – – - – – – 51,513 – – – - – 92,797 – – – – – 210,777 217,841 – – – – 6,617 – 187,585 193,789 – – – – 337,653 349,095 – – – Carried Forward 30.09.17 12,396 12,096 0 0 248,167 278,995 362,709 7,4382 0 16,363 0 0 220,678 257,080 310,751 7,4382 0 0 397,831 447,572 541,566 Exercise Price Vesting Date Release Date 1.21 1.24 1.21 1.36 1.10 1.21 2019 2021 2016 2017 2018 2019 2020 2017 2018 2020 2016 2017 2018 2019 2020 2017 2016 2017 2018 2019 2020 – – – – – – 2021 – – – – – – – 2021 - - - - - 2021 1. Peter Dalzell stepped down from the Board with effect from 29 September 2017. His interests in share options are shown as at that date. 2. The 2014 SAYE option has matured but had not been exercised as at the date of the report. There have been no changes to the Directors’ share interests and interests in share options between 30 September 2017 and 27 November 2017 (being the latest practical date prior to the date of this report). Service contracts and letters of appointment Executive Directors’ contracts are on a rolling 12 month basis and are subject to 12 months’ notice when terminated by the Company and six months’ notice when terminated by the Director. The current Non-executive Directors, including the Chairman, do not have a service contract and their appointments, whilst for a term of three years, may be terminated at any time. All Non-executive Directors have letters of appointment and their appointment and subsequent re- appointment is subject to annual approval by shareholders. Further details on current serving Directors’ service contracts and letters of appointment are available at www.marstons.co.uk in the Investors section. 62 | Marston’s PLC Annual Report and Accounts 2017 Directors’ Report This section contains additional information which the Directors are required by law and regulation to include within the Annual Report and Accounts. This section along with the information from the Chairman’s Statement on page 10 to the Statement of Directors’ Responsibilities on page 66 constitutes the Directors’ Report in accordance with the Companies Act 2006. STRATEGIC REPORT The Company is required by the Companies Act to include a Strategic Report in this document. The information that fulfls the requirements of the Strategic Report can be found on the inside front cover to page 38, which is incorporated in this report by reference. CORPORATE GOVERNANCE STATEMENT The Corporate Governance Statement as required by the Financial Conduct Authority’s Disclosure Guidance and Transparency Rules (DTR) 7.2.1 is set out on page 40 and is incorporated into this report by reference. RESEARCH AND DEVELOPMENT In-house research and development is undertaken alongside work with the British Beer and Pub Association (BBPA) and Brewing Research International. Other sources of data include CGA: On Trade Market and State of Nation and IRI Off Trade Market. We produce our own On Trade and Off Trade ale reports into the market on an annual basis. CAPITAL STRUCTURE Details of the Company’s issued share capital and of the movements during the period are shown in note 28 to the fnancial statements on page 105. The Company has one class of ordinary shares and one class of preference shares. On a poll vote, ordinary and preference shareholders have one vote for every 25 pence of nominal value of ordinary and preference share capital held in relation to all circumstances at general meetings of the Company. The issued nominal value of the ordinary shares and preference shares is 100% of the total issued nominal value of all share capital. There are no specifc restrictions on the size of a holding nor on the transfer of shares, which are both governed by the general provisions of the Articles of Association and prevailing legislation. The Directors are not aware of any agreements between holders of the Company’s shares that may result in restrictions on the transfer of securities or on voting rights. Details of employee share schemes are set out in note 27 to the fnancial statements on pages 104 to 105. Where shares are held on behalf of the Company’s share schemes, the trustees have waived their right to vote and to dividends. No person has any special rights of control over the Company’s share capital and all issued shares are fully paid. Under the Articles of Association, the Directors have authority to allot ordinary shares subject to the aggregate set at the 2017 Annual General Meeting (AGM). The Company was also given authority at its 2017 AGM to make market purchases of ordinary shares up to a maximum number of 57,595,999 shares. Similar authority will again be sought from shareholders at the 2018 AGM. With regard to the appointment and replacement of Directors, the Company is governed by its Articles of Association, the UK Corporate Governance Code, the Companies Act 2006 and related legislation. The Articles may be amended by special resolution of the shareholders. The powers of the Directors are further described in the Corporate Governance Report on pages 41 to 47. DIRECTORS Biographies of the Directors currently serving on the Board are set out on pages 42 and 43. Changes to the Board during the period are set out in the Corporate Governance Report on page 41. Details of Directors’ service contracts are set out in the Directors’ Remuneration Report on page 62. In accordance with the requirements of the UK Corporate Governance Code all Directors will offer themselves for re-election at the AGM on 23 January 2018, other than Matthew Roberts who will offer himself for election following his appointment to the Board on 1 March 2017 and Nick Backhouse who will retire from the Board following the 2018 AGM. CHANGE OF CONTROL There are a number of agreements that take effect after, or terminate upon, a change of control of the Company, such as commercial contracts, bank loan agreements, property lease arrangements and employee share plans. None of these are considered to be signifcant in terms of their likely impact on the business as a whole. Furthermore, the Directors are not aware of any agreements between the Company and its Directors or employees that provide for compensation for loss of offce or employment that occurs because of a takeover bid. DIVIDENDS ON ORDINARY SHARES An interim dividend of 2.7 pence per ordinary share was paid on 4 July 2017. The Directors recommend a fnal dividend of 4.8 pence per ordinary share to be paid on 29 January 2018 to shareholders on the register on 15 December 2017. This would bring the total dividend for 2016/17 to 7.5 pence per ordinary share (2016: 7.3 pence per ordinary share). The payment of the fnal dividend is subject to shareholder approval at the AGM. PREFERENCE SHARES The preference shares carry the right to a fxed cumulative preferential dividend at the rate of 6% per annum payable in June and December. Further details are given in note 19 on page 97. MAJOR INTEREST IN COMPANY SHARES Notifcations of the following voting interests in the Company’s ordinary share capital had been received by the Company (in accordance with Chapter 5 of the DTR). The information shown below was correct at the time of disclosure. However, the date received may not have been within the current fnancial reporting period and the percentages shown (as provided at the time of disclosure) have not been re-calculated based on the issued share capital at the period end. It should also be noted that these holdings may have changed since the Company was notifed, however, notifcation of any change is not required until the next notifable threshold is crossed. Marston’s PLC Annual Report and Accounts 2017 | 63 Strategic Report | Governance | Financial Statements | Additional Information Directors’ Report continued No further notifcations have been received by the Company between 30 September 2017 and 27 November 2017 (being the latest practical date prior to the date of this report). Ordinary shares of 7.375 pence each Shareholder The Capital Group Companies, Inc Brewin Dolphin Dimensional Fund Advisors LLP Royal London Asset Management Limited As at 30 September 2017 34,423,328 28,448,600 29,565,208 23,030,587 % of voting rights 6.01% 4.94% 4.66% 3.99% The Company also discloses the following information, obtained from the Register of Members, for the preference shares: Preference shares Shareholder Fiske Nominees Ltd Mrs HM Medlock George Mary Allison Ltd Mr PF and Dr K Knowles Mr GAL Southall and Mr N Aston Mrs H Michels Mr R Somerville Hargreave Hale Nominees Ltd % of preference share voting rights 45.40% 13.88% 7.33% 5.81% 3.81% 3.67% 3.67% 3.60% Number 34,048 10,407 5,500 4,356 2,855 2,750 2,750 2,700 INSURANCE AND INDEMNITIES The Company maintains Directors’ and Offcers’ Liability Insurance in respect of legal action that might be brought against its Directors and Offcers. In accordance with the Company’s Articles of Association and to the extent permitted by law, the Company has indemnifed each of its Directors and other Offcers of the Group against certain liabilities that may be incurred as a result of their position within the Group. These indemnities were in place for the whole of the period ended 30 September 2017 and as at the date of the report. There are no indemnities in place for the beneft of the Auditors. EMPLOYEE INFORMATION The average number of employees within the Group is shown in note 5 to the fnancial statements on page 88. Apart from ensuring that an individual has the ability to carry out a particular role, we do not discriminate in any way. We endeavour to retain employees if they become disabled, making reasonable adjustments to their role and, if necessary, look for redeployment opportunities within the Group. We also ensure that training, career development and promotion opportunities are available to all employees irrespective of gender, race, age or disability. The Group is committed to keeping employees informed of business performance and our strategy, aiming to drive engagement and ensure employees are enabled. We do this in a variety of ways from presentations of the interim and annual results by senior management, to video and email messages from our CEO. In addition, there are a range of internal communication channels including newsletters, magazines, apps and briefngs to keep employees abreast of developments. Employees’ views are sought through regular engagement surveys across the Group and action plans are put in place to respond to issues arising. Employees are also encouraged to participate in the Company’s SAYE scheme. HUMAN RIGHTS Marston’s is committed to respecting and upholding human rights within our business and also within our supply chain. However, Marston’s does not currently have a separate human rights policy. MODERN SLAVERY STATEMENT Our Modern Slavery Act disclosure is available on our website www.marstons.co.uk/responsibility/modern-slavery-statement. ENVIRONMENTAL POLICY AND MANDATORY GREENHOUSE GAS EMISSIONS REPORTING Our approach to corporate responsibility is closely correlated with our Group’s strategic objectives. One of our key corporate priorities is to reduce environmental impacts. We recognise the importance of this priority to the long-term proftability of the business and operating a high quality estate. Many of the environmental initiatives we adopt reduce our impact upon the environment as well reducing expenditure on energy and utilities in the long term. Each year Marston’s produces a Corporate Responsibility Report providing information on the many aspects of our corporate values, available at www.marstons.co.uk. The report includes detailed information on our environmental performance by business area including energy consumption, water usage, waste volumes and recycling rates. 64 | Marston’s PLC Annual Report and Accounts 2017 Water usage has been reduced by installing water management systems in our managed pubs and franchised estate. For many years we have been increasing the percentage of waste being recycled across the Group (2017: 71.8%, 2016: 69.4%). Last year we appointed a new waste collection service provider and have since increased signifcantly the number of sites receiving segregated food collections (2017: 529 of our managed and franchised pubs recycle food waste, 2016: 346). Electricity and gas reported emissions have remained stable with last year, both years benefting from relatively mild weather conditions. Increases in energy as a result of business activity, for instance more food cooked in our kitchens and more production in our breweries, have been largely offset by energy effciencies, mild weather and an increasing proportion of our UK energy coming from non-fossil fuel energy sources. This year we have continued to achieve considerable reductions in energy usage by replacing the lighting in the public areas of our managed and franchised pubs with LED lighting. In addition we have also been installing LED lighting in our back of house areas. Other projects this year have included using ambient air to cool our cellars rather than air conditioning, voltage optimisation, heating control systems and heat recovery systems. Fuel Types Electricity and gas Petrol and diesel Refrigerants – breweries Refrigerants – pubs LPG Greenhouse Gas Emissions Intensity Ratio: CO2e tonnes per £100,000 of turnover Notes: 2017 CO2e tonnes 118,848 11,972 43 5,109 2,457 2017 13.72 2016 CO2e tonnes 117,171 11,665 65 4,179 2,511 2016 15.09 1. We report on all the measured emissions sources required under the Companies Act 2006 (Strategic Report and Directors’ Reports) Regulations 2013. 2. Data collected is in respect of the year ended 31 March 2017, the period for which our carbon emissions are reported under the Carbon Reduction Commitment Energy Effciency Scheme. POLITICAL DONATIONS Our policy is not to make any donations for political purposes in the UK or to donate to EU political parties or incur EU political expenditure. FINANCIAL INSTRUMENTS The disclosures required in relation to the use of fnancial instruments by the Group together with details of our treasury policy and management are set out in note 25 to the fnancial statements on pages 100 to 102. AUDITORS PricewaterhouseCoopers LLP have indicated their willingness to continue as Auditors and their re-appointment has been approved by the Audit Committee. Resolutions to re-appoint them and to authorise the Audit Committee to determine their remuneration will be proposed at the 2018 AGM. Details of the audit tender are set out on page 52. GOING CONCERN The Group’s business activities, together with the factors likely to affect its future development, performance and position are set out in the Strategic Report. The fnancial position of the Group is described on pages 28 to 34. In addition, note 25 to the fnancial statements on pages 100 to 102 includes the Group’s objectives, policies and processes for managing its exposures to interest rate risk, foreign currency risk, counterparty risk, credit risk and liquidity risk. Details of the Group’s fnancial instruments and hedging activities are also provided in note 25. The Board has a reasonable expectation that the Group and the Company have adequate resources to continue in operational existence for the foreseeable future. Accordingly, the fnancial statements set out on pages 75 to 108 and 109 to 119 have been prepared on the going concern basis. ANNUAL GENERAL MEETING The AGM of the Company will be held at Wolverhampton Wanderers Football Club, Molineux Stadium, Waterloo Road, Wolverhampton WV1 4QR at 12 noon on 23 January 2018. The notice convening the meeting, together with details of the special business to be considered and explanatory notes for each resolution, is distributed separately to shareholders. It is also available in the shareholder section of our website at www.marstons.co.uk/investors where a copy can be viewed and downloaded. By order of the Board Anne-Marie Brennan Group Secretary 30 November 2017 Company registration number: 31461 Marston’s PLC Annual Report and Accounts 2017 | 65 Strategic Report | Governance | Financial Statements | Additional Information Statement of Directors’ responsibilities in respect of the financial statements The Directors are responsible for preparing the Annual Report and Accounts and the fnancial statements in accordance with applicable law and regulation. Company law requires the Directors to prepare fnancial statements for each fnancial year. Under that law the Directors have prepared the Group fnancial statements in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union and Company fnancial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (FRS 102), and applicable law). Under company law the Directors must not approve the fnancial statements unless they are satisfed that they give a true and fair view of the state of affairs of the Group and Company and of the proft or loss of the Group for that period. In preparing the fnancial statements, the Directors are required to: • select suitable accounting policies and then apply them consistently; • state whether applicable IFRS as adopted by the European Union have been followed for the Group financial statements and United Kingdom Accounting Standards, comprising FRS 102, have been followed for the Company financial statements, subject to any material departures disclosed and explained in the financial statements; • 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 Company will continue in business. The Directors are responsible for keeping adequate accounting records that are suffcient to show and explain the Group and Company’s transactions and disclose with reasonable accuracy at any time the fnancial position of the Group and Company and enable them to ensure that the fnancial statements and the Directors’ Remuneration Report comply with the Companies Act 2006 and, as regards the Group fnancial statements, Article 4 of the IAS Regulation. The Directors are also responsible for safeguarding the assets of the Group and 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 Company’s website. Legislation in the United Kingdom governing the preparation and dissemination of fnancial 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 Company’s performance, business model and strategy. Each of the Directors, whose names and functions are listed on page 42 to 43 confrm that, to the best of their knowledge: • the Company financial statements, which have been prepared in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 102, and applicable law), give a true and fair view of the assets, liabilities and financial position of the Company; • the Group financial statements, which have been prepared in accordance with IFRS as adopted by the European Union, give a true and fair view of the assets, liabilities, financial position and profit of the Group; and • the Strategic Report together with the Directors’ Report includes a fair review of the development and performance of the business and the position of the Group and Company, together with a description of the principal risks and uncertainties that it faces. In the case of each Director in offce at the date the Directors’ Report is approved: • so far as the Director is aware, there is no relevant audit information of which the Company’s auditors are unaware; and • they have taken all the steps that they ought to have taken as a Director in order to make themselves aware of any relevant audit information and to establish that the Company’s auditors are aware of that information. Ralph Findlay Chief Executive Officer 30 November 2017 Andrew Andrea Chief Financial and Corporate Development Officer 66 | Marston’s PLC Annual Report and Accounts 2017 FINANCIAL STATEMENTS Five Year Record Independent Auditors’ Report Group Accounts Notes to the Group Accounts Company Accounts Notes to the Company Accounts 68 69 75 79 109 111 Marston’s PLC Annual Report and Accounts 2017 | 67 Strategic Report | Governance | Financial Statements | Additional Information Five Year Record Underlying revenue Underlying proft before taxation Non-underlying items Proft/(loss) before taxation Taxation* Proft/(loss) after taxation 2013 (Restated) (53 weeks) £m 782.9 86.9 (19.4) 67.5 (10.6) 56.9 2014 (52 weeks) £m 787.6 82.9 (142.1) (59.2) 8.5 (50.7) 2015 (52 weeks) £m 845.5 90.9 (59.6) 31.3 (8.0) 23.3 2016 (52 weeks) £m 905.8 97.3 (16.5) 80.8 (7.8) 73.0 2017 (52 weeks) £m 992.2 100.1 0.2 100.3 (15.6) 84.7 Net assets 841.9 759.0 782.9 752.1 931.4 Earnings/(loss) per ordinary share Non-underlying items Underlying earnings per ordinary share 10.0p 2.1p 12.1p (8.9)p 20.6p 11.7p 4.1p 8.7p 12.8p 12.7p 1.2p 13.9p 14.2p – 14.2p Dividend per ordinary share 6.4p 6.7p 7.0p 7.3p 7.5p * Taxation includes the tax on non-underlying items together with non-underlying credits of £2.4 million in 2016 and £3.1 million in 2013 in respect of the change in corporation tax rate and a non- underlying credit of £4.1 million in 2016 in respect of the additional tax relief claimed for previous periods following the agreement of the tax treatment of certain items with HM Revenue & Customs. 68 | Marston’s PLC Annual Report and Accounts 2017 Independent Auditors’ Report to the Members of Marston’s PLC REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS Our opinion In our opinion, • Marston’s PLC’s Group fnancial statements and Company fnancial statements (the “fnancial statements”) give a true and fair view of the state of the Group’s and of the Company’s affairs as at 30 September 2017 and of the Group’s proft and cash fows for the 52 week period (the “period”) then ended; • the Group fnancial statements have been properly prepared in accordance with IFRS as adopted by the European Union; • the Company fnancial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland”, and applicable law); and • the fnancial statements have been prepared in accordance with the requirements of the Companies Act 2006 and, as regards the Group fnancial statements, Article 4 of the IAS Regulation. We have audited the fnancial statements, included within the Annual Report and Accounts (the “Annual Report”), which comprise: the Group and Company Balance Sheets as at 30 September 2017; the Group Income Statement and the Group Statement of Comprehensive Income, the Group Cash Flow Statement, and the Group and Company Statements of Changes in Equity for the period then ended; and the notes to the fnancial statements, which include a description of the signifcant accounting policies. Our opinion is consistent with our reporting to the Audit Committee. Basis for opinion We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities under ISAs (UK) are further described in the Auditors’ responsibilities for the audit of the fnancial statements section of our report. We believe that the audit evidence we have obtained is suffcient and appropriate to provide a basis for our opinion. Independence We remained independent of the Group in accordance with the ethical requirements that are relevant to our audit of the fnancial statements in the UK, which includes the FRC’s Ethical Standard, as applicable to listed public interest entities, and we have fulflled our other ethical responsibilities in accordance with these requirements. To the best of our knowledge and belief, we declare that non-audit services prohibited by the FRC’s Ethical Standard were not provided to the Group or the Company. Other than those disclosed in note 3 to the fnancial statements, we have provided no non-audit services to the Group or the Company in the period from 2 October 2016 to 30 September 2017. Our audit approach Overview Materiality • Overall Group materiality: £5.0 million (2016: £4.9 million), based on 5% of proft before tax and non- underlying items. • Overall Company materiality: £20.1 million (2016: £18.1 million), based on 1.75% of net assets. Audit scope • Audit performed at the level of the consolidated Group. • Valuation of the estate (notes 1, 12 and 18) (Group and Company). • Accounting for the acquisition of the beer business of Charles Wells (notes 4 and 35) (Group). • Disclosure of items as ‘non-underlying’ (notes 1 and 4) (Group). Areas of focus Marston’s PLC Annual Report and Accounts 2017 | 69 Strategic Report | Governance | Financial Statements | Additional Information Independent Auditors’ Report to the Members of Marston’s PLC continued The scope of our audit and our areas of focus As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the fnancial statements. In particular, we looked at where the Directors made subjective judgements, for example in respect of signifcant accounting estimates that involved making assumptions and considering future events that are inherently uncertain. As in all of our audits we also addressed the risk of management override of internal controls, including evaluating whether there was evidence of bias by the Directors that represented a risk of material misstatement due to fraud. Key audit matters Key audit matters are those matters that, in the auditors’ professional judgement, were of most signifcance in the audit of the fnancial statements of the current period and include the most signifcant assessed risks of material misstatement (whether or not due to fraud) identifed by the auditors, including those which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team. These matters, and any comments we make on the results of our procedures thereon, were addressed in the context of our audit of the fnancial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. This is not a complete list of all risks identifed by our audit. Key audit matter How our audit addressed the key audit matter Valuation of the estate (notes 1, 12 and 18) – Group and Company We focus on the Directors’ annual assessment of the carrying value of land and buildings because properties are a signifcant item on the balance sheet and there are complex and subjective assumptions used in the valuations, including the future expected performance of pubs and multiples applied. A full external valuation of the estate was undertaken during FY15. In FY17 management have undertaken an exercise to identify if there have been any impairment triggers or changes in market conditions, including property based transactions both within the market place and the Marston’s estate, which would indicate changes in property valuation. The absence of any such triggers or changes in market conditions supports the carrying value of the Group’s property portfolio as at the balance sheet date. Accounting for the acquisition of the beer business of Charles Wells (notes 4 and 35) – Group In FY17 the Group completed the acquisition of the beer business of Charles Wells, for a cash consideration of £55 million and an additional working capital adjustment of £36 million. Accounting for the acquisition involved judgements in relation to the identifcation and valuation of the assets and liabilities to be recognised, particularly in respect of the acquired brands. The value of the acquired brands, which was calculated by management, included estimates about future earnings and current market multiples. We reviewed the Directors’ annual assessment and examined their assumptions therein, utilising internal specialists to validate the conclusions reached. We have taken into account the impact of any changes in macroeconomic conditions, individual pub performance and recent market transactions and their associated multiples. We found the assumptions adopted to be appropriate and consistent with our knowledge of the business. We evaluated the various aspects of the accounting for the acquisition. We assessed the provisional fair value adjustments and the consequent calculation of the residual goodwill arising on the transaction. We tested the brand values calculated by management by understanding the appropriateness of the methodology used and auditing inputs such as actual revenue and margins for each respective brand. We evaluated the brand valuation in the context of the rationale for the acquisition and the objectives of the accounting framework. We found that the brand valuation was consistent with the application of industry practices and market transactions. We attended closing inventory counts at two locations, Bedford and Greenford, to confrm the existence of the inventory acquired. We evaluated the fair value ascribed to the acquired assets and liabilities by challenging management’s assessment of the acquired inventory and accounts receivable by reference to Marston’s experience in recovering debtors and the margins on other beer brands. We found these to be reasonable. 70 | Marston’s PLC Annual Report and Accounts 2017 Disclosure of items as ‘non-underlying’ (notes 1 and 4) – Group We assessed the appropriateness of the Group’s accounting policy and whether those items disclosed as non-underlying were consistent with the accounting policy and the approach taken in previous accounting periods. We found the Group’s accounting policy to be appropriate and the classifcation of items to be consistent with the accounting policy. The fnancial statements include certain items which are disclosed as ‘non-underlying’ such as the results arising from the ongoing management of the portfolio of pubs subject to disposal in FY14, movements in the fnancial assumptions used in determining the onerous lease provisions, reorganisation, relocation and integration We also considered an appropriate threshold to apply to non- costs (principally comprising non-recurring costs incurred in relation underlying items based on the fnancial statement line items that were to the acquisition of the beer business of Charles Wells), movements in the fair value of interest rate swaps, the net interest on the net defned beneft asset/liability and the write-off of unamortised fnance costs. Management have included these items as non- underlying using the criteria explained in their accounting policy which is disclosed in note 1 to the fnancial statements. affected. For example, certain property related items are considered by management to have a higher threshold for disclosure as non- underlying. We concluded that the thresholds adopted are appropriate in the circumstances. We assessed whether other non-recurring items should have been classifed as non-underlying and discussed this with the Directors and the Audit Committee. We confrmed that all signifcant items meeting the criteria in the Group’s accounting policy had been identifed and that the treatment was consistent year on year. We focused on this area because non-underlying items are not defned by IFRS as adopted by the European Union and it therefore requires judgement by the Directors to identify such items. Consistency in identifying and disclosing items as non-underlying is important to maintain comparability of the current period results with previous periods. How we tailored the audit scope We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the fnancial statements as a whole, taking into account the structure of the Group and the Company, the accounting processes and controls, and the industry in which they operate. The Group is structured along four business lines being Destination and Premium, Taverns, Leased and Brewing, supported by Group Services. The Group fnancial statements are a consolidation of subsidiaries and special purpose entities, principally comprising the Group’s operating businesses, property companies, securitisation vehicles, holding companies and an insurance company. In establishing the overall approach to the Group audit we considered the consolidated trial balance for the Group as a whole and designed our audit testing for each fnancial statement line item based on the size and nature of the transactions and balances that are aggregated to form that line item and our assessment of the risk of material misstatement. We used our professional judgement to determine the nature and extent of testing required over each line item in the fnancial statements. Materiality The scope of our audit was infuenced by our application of materiality. We set certain quantitative thresholds for materiality. These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures on the individual fnancial statement line items and disclosures and in evaluating the effect of misstatements, both individually and in aggregate on the fnancial statements as a whole. Based on our professional judgement, we determined materiality for the fnancial statements as a whole as follows: Group fnancial statements Company fnancial statements Overall materiality £5.0 million (2016: £4.9 million). £20.1 million (2016: £18.1 million). How we determined it 5% of proft before tax and non-underlying items. 1.75% of net assets. Rationale for benchmark applied We believe that proft before tax and non- underlying items is the primary measure used by the shareholders in assessing the performance of the Group and is a generally accepted auditing benchmark. The exclusion of items classifed as non- is the most appropriate basis upon which to underlying is consistent with previous periods and practice within the sector. Marston’s PLC holds some of the pubs relating to the non-securitised business. These properties are then occupied by Marston’s Trading Limited. As such it is considered that the net asset balance determine materiality. For each component in the scope of our Group audit, we allocated a materiality that is less than our overall Group materiality. The range of materiality allocated across components was between £0.2 million and £5.0 million. We agreed with the Audit Committee that we would report to them misstatements identifed during our audit above £0.2 million (Group audit) (2016: £0.2 million) and £0.9 million (Company audit) (2016: £0.9 million) as well as misstatements below those amounts that, in our view, warranted reporting for qualitative reasons. Marston’s PLC Annual Report and Accounts 2017 | 71 Strategic Report | Governance | Financial Statements | Additional Information Independent Auditors’ Report to the Members of Marston’s PLC continued Going concern In accordance with ISAs (UK) we report as follows: Reporting obligation Outcome We are required to report if we have anything material to add or draw attention to in We have nothing material to add or to draw attention respect of the Directors’ statement in the fnancial statements about whether the Directors considered it appropriate to adopt the going concern basis of accounting in preparing the fnancial statements and the Directors’ identifcation of any material uncertainties to the Group’s and the Company’s ability to continue as a going concern over a period of at least twelve months from the date of approval of the fnancial statements. to. However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the Group’s and Company’s ability to continue as a going concern. We are required to report if the Directors’ statement relating to going concern in accordance with Listing Rule 9.8.6R(3) is materially inconsistent with our knowledge obtained in the audit. We have nothing to report. REPORTING ON OTHER INFORMATION The other information comprises all of the information in the Annual Report other than the fnancial statements and our auditors’ report thereon. The Directors are responsible for the other information. Our opinion on the fnancial statements does not cover the other information and, accordingly, we do not express an audit opinion or, except to the extent otherwise explicitly stated in this report, any form of assurance thereon. In connection with our audit of the fnancial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the fnancial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If we identify an apparent material inconsistency or material misstatement, we are required to perform procedures to conclude whether there is a material misstatement of the fnancial statements or a material misstatement of the other information. 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 based on these responsibilities. With respect to the Strategic Report, Directors’ Report and Corporate Governance Report, we also considered whether the disclosures required by the UK Companies Act 2006 have been included. Based on the responsibilities described above and our work undertaken in the course of the audit, the Companies Act 2006, (CA06), ISAs (UK) and the Listing Rules of the Financial Conduct Authority (FCA) require us also to report certain opinions and matters as described below (required by ISAs (UK) unless otherwise stated). Strategic Report and Directors’ Report In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic Report and Directors’ Report for the period ended 30 September 2017 is consistent with the fnancial statements and has been prepared in accordance with applicable legal requirements. (CA06) In light of the knowledge and understanding of the Group and Company and their environment obtained in the course of the audit, we did not identify any material misstatements in the Strategic Report and Directors’ Report. (CA06) Corporate Governance Statement In our opinion, based on the work undertaken in the course of the audit, the information given in the Corporate Governance Report (on pages 41 to 47) about internal controls and risk management systems in relation to fnancial reporting processes and about share capital structures in compliance with rules 7.2.5 and 7.2.6 of the Disclosure Guidance and Transparency Rules sourcebook of the FCA (“DTR”) is consistent with the fnancial statements and has been prepared in accordance with applicable legal requirements. (CA06) In light of the knowledge and understanding of the Group and Company and their environment obtained in the course of the audit, we did not identify any material misstatements in this information. (CA06) In our opinion, based on the work undertaken in the course of the audit, the information given in the Corporate Governance Report (on pages 41 to 47) with respect to the Company’s corporate governance code and practices and about its administrative, management and supervisory bodies and their committees complies with rules 7.2.2, 7.2.3 and 7.2.7 of the DTR. (CA06) We have nothing to report arising from our responsibility to report if a corporate governance statement has not been prepared by the Company. (CA06) 72 | Marston’s PLC Annual Report and Accounts 2017 The Directors’ assessment of the prospects of the Group and of the principal risks that would threaten the solvency or liquidity of the Group We have nothing material to add or draw attention to regarding: • The Directors’ confrmation on page 22 of the Annual Report that they have carried out a robust assessment of the principal risks facing the Group, including those that would threaten its business model, future performance, solvency or liquidity. • The disclosures in the Annual Report that describe those risks and explain how they are being managed or mitigated. • The Directors’ explanation on page 24 of the Annual Report as to how they have assessed the prospects of the Group, over what period they have done so and why they consider that period to be appropriate, and their statement as to whether they have a reasonable expectation that the Group will be able to continue in operation and meet its liabilities as they fall due over the period of their assessment, including any related disclosures drawing attention to any necessary qualifcations or assumptions. We have nothing to report having performed a review of the Directors’ statement that they have carried out a robust assessment of the principal risks facing the Group and statement in relation to the longer-term viability of the Group. Our review was substantially less in scope than an audit and only consisted of making inquiries and considering the Directors’ process supporting their statements; checking that the statements are in alignment with the relevant provisions of the UK Corporate Governance Code (the “Code”); and considering whether the statements are consistent with the knowledge and understanding of the Group and Company and their environment obtained in the course of the audit. (Listing Rules) Other Code Provisions We have nothing to report in respect of our responsibility to report when: • The statement given by the Directors, on page 66, that they consider the Annual Report taken as a whole to be fair, balanced and understandable, and provides the information necessary for the members to assess the Group’s and Company’s position and performance, business model and strategy is materially inconsistent with our knowledge of the Group and Company obtained in the course of performing our audit. • The section of the Annual Report on pages 50 to 52 describing the work of the Audit Committee does not appropriately address matters communicated by us to the Audit Committee. • The Directors’ statement relating to the Company’s compliance with the Code does not properly disclose a departure from a relevant provision of the Code specifed, under the Listing Rules, for review by the auditors. Directors’ Remuneration In our opinion, the part of the Directors’ Remuneration Report to be audited has been properly prepared in accordance with the Companies Act 2006. (CA06) RESPONSIBILITIES FOR THE FINANCIAL STATEMENTS AND THE AUDIT Responsibilities of the Directors for the fnancial statements As explained more fully in the Statement of Directors’ responsibilities set out on page 66, the Directors are responsible for the preparation of the fnancial statements in accordance with the applicable framework and for being satisfed that they give a true and fair view. The Directors are also responsible for such internal control as they determine is necessary to enable the preparation of fnancial statements that are free from material misstatement, whether due to fraud or error. In preparing the fnancial statements, the Directors are responsible for assessing the Group’s and the 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 Company or to cease operations, or have no realistic alternative but to do so. Auditors’ responsibilities for the audit of the fnancial statements Our objectives are to obtain reasonable assurance about whether the fnancial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ 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 infuence the economic decisions of users taken on the basis of these fnancial statements. A further description of our responsibilities for the audit of the fnancial statements is located on the FRC’s website at: www.frc.org.uk/ auditorsresponsibilities. This description forms part of our auditors’ report. Use of this report This report, including the opinions, has been prepared for and only for the Company’s members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing. Marston’s PLC Annual Report and Accounts 2017 | 73 Strategic Report | Governance | Financial Statements | Additional Information Independent Auditors’ Report to the Members of Marston’s PLC continued OTHER REQUIRED REPORTING Companies Act 2006 exception reporting 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 Company, or returns adequate for our audit have not been received from branches not visited by us; or • certain disclosures of Directors’ remuneration specifed by law are not made; or • the Company fnancial statements and the part of the Directors’ Remuneration Report to be audited are not in agreement with the accounting records and returns. We have no exceptions to report arising from this responsibility. Appointment Following the recommendation of the Audit Committee, we were appointed by the members on 27 January 2003 to audit the fnancial statements for the period ended 27 September 2003 and subsequent fnancial periods. The period of total uninterrupted engagement is 15 years, covering the periods ended 27 September 2003 to 30 September 2017. Mark Smith (Senior Statutory Auditor) for and on behalf of PricewaterhouseCoopers LLP Chartered Accountants and Statutory Auditors Birmingham 30 November 2017 74 | Marston’s PLC Annual Report and Accounts 2017 Group Income Statement For the 52 weeks ended 30 September 2017 Revenue Operating expenses Operating proft Finance costs Finance income Movement in fair value of interest rate swaps Net fnance costs Proft before taxation Taxation Proft for the period attributable to equity shareholders Earnings per share: Basic earnings per share Basic underlying earnings per share Diluted earnings per share Diluted underlying earnings per share Note 2, 3, 4 3 2, 4 6 6 4, 6 4, 6 4, 7 9 9 9 9 Underlying items £m 992.2 (817.7) 174.5 (74.8) 0.4 – (74.4) 100.1 (15.6) 84.5 2017 Non- underlying items £m 19.1 (23.2) (4.1) (2.1) – 6.4 4.3 0.2 – 0.2 Total £m 1,011.3 (840.9) 170.4 (76.9) 0.4 6.4 (70.1) 100.3 (15.6) 84.7 14.2p 14.2p 14.1p 14.0p Group Statement of Comprehensive Income For the 52 weeks ended 30 September 2017 Proft for the period Items of other comprehensive income that may subsequently be reclassifed to proft or loss Gains/(losses) arising on cash fow hedges Transfers to the income statement on cash fow hedges Tax on items that may subsequently be reclassifed to proft or loss Items of other comprehensive income that will not be reclassifed to proft or loss Remeasurement of retirement benefts Unrealised surplus on revaluation of properties Reversal of past revaluation surplus Tax on items that will not be reclassifed to proft or loss Other comprehensive income/(expense) for the period Total comprehensive income for the period Underlying items £m 905.8 (733.1) 172.7 (75.9) 0.5 – (75.4) 97.3 (17.4) 79.9 2016 Non- underlying items £m 31.5 (40.3) (8.8) – 0.7 (8.4) (7.7) (16.5) 9.6 Total £m 937.3 (773.4) 163.9 (75.9) 1.2 (8.4) (83.1) 80.8 (7.8) (6.9) 73.0 12.7p 13.9p 12.6p 13.8p 2016 £m 73.0 (50.9) 11.3 2.0 (37.6) (56.3) 2.0 – 27.7 (26.6) (64.2) 8.8 2017 £m 84.7 35.7 10.7 (7.9) 38.5 21.8 2.3 (0.8) 0.2 23.5 62.0 146.7 Marston’s PLC Annual Report and Accounts 2017 | 75 Strategic Report | Governance | Financial Statements | Additional Information Group Cash Flow Statement For the 52 weeks ended 30 September 2017 Operating activities Underlying operating proft Depreciation and amortisation Underlying EBITDA Non-underlying operating items EBITDA Working capital movement Non-cash movements Decrease in provisions and other non-current liabilities Difference between defned beneft pension contributions paid and amounts charged Income tax paid Net cash infow from operating activities Investing activities Interest received Sale of property, plant and equipment and assets held for sale Purchase of property, plant and equipment and intangible assets Acquisition of subsidiary Movement in other non-current assets Transfer to other cash deposits Net cash outfow from investing activities Financing activities Equity dividends paid Interest paid Arrangement costs of bank facilities Arrangement costs of other lease related borrowings Issue of shares Purchase of own shares Proceeds from sale of own shares Repayment of securitised debt Repayment of bank borrowings Advance of bank borrowings Capital element of fnance leases repaid Advance of other lease related borrowings Net cash outfow from fnancing activities Net (decrease)/increase in cash and cash equivalents Note 31 31 8 30 2017 £m 174.5 39.2 213.7 (4.1) 209.6 38.8 (7.9) (9.1) (8.3) (9.5) 213.6 0.3 61.2 (196.3) (90.5) 0.7 (120.0) (344.6) (44.1) (70.2) (3.3) (4.6) 75.5 – 0.3 (28.4) (263.0) 280.0 (0.1) 57.9 – (131.0) 2016 £m 172.7 40.0 212.7 (8.8) 203.9 8.9 (7.9) (4.7) (7.6) (9.8) 182.8 0.7 45.9 (143.7) – 1.7 – (95.4) (40.8) (70.3) – (2.8) – (0.1) 0.9 (26.7) – 13.0 (0.1) 40.7 (86.2) 1.2 76 | Marston’s PLC Annual Report and Accounts 2017 Group Balance Sheet As at 30 September 2017 Non-current assets Goodwill Other intangible assets Property, plant and equipment Other non-current assets Deferred tax assets Current assets Inventories Trade and other receivables Other cash deposits* Cash and cash equivalents* Assets held for sale Current liabilities Borrowings* Derivative fnancial instruments Trade and other payables Current tax liabilities Provisions for other liabilities and charges Non-current liabilities Borrowings Derivative fnancial instruments Other non-current liabilities Provisions for other liabilities and charges Deferred tax liabilities Retirement beneft obligations Net assets Shareholders’ equity Equity share capital Share premium account Revaluation reserve Merger reserve Capital redemption reserve Hedging reserve Own shares Retained earnings Total equity 30 September 2017 £m Note 1 October 2016 £m 227.5 37.3 2,199.4 10.4 16.7 2,491.3 28.7 85.0 – 185.6 299.3 230.3 67.6 2,360.7 10.3 0.6 2,669.5 40.2 108.4 120.0 54.6 323.2 2.7 6.6 (148.8) (28.7) (256.1) (3.5) (3.3) (440.4) (1,354.9) (159.2) (0.6) (26.9) (76.6) (5.4) (1,623.6) 931.4 48.7 334.0 624.2 71.2 6.8 (127.2) (111.3) 85.0 931.4 (176.9) (38.0) (194.9) (3.6) (4.3) (417.7) (1,278.1) (202.7) (0.6) (34.5) (77.5) (34.0) (1,627.4) 752.1 44.4 334.0 623.1 – 6.8 (165.7) (113.7) 23.2 752.1 10 11 12 13 14 16 17 18 19 21 22 23 19 21 24 23 14 26 28 29 29 29 The fnancial statements on pages 75 to 108 were approved by the Board and authorised for issue on 30 November 2017 and are signed on its behalf by: Ralph Findlay Chief Executive Offcer 30 November 2017 * Other cash deposits includes £120.0 million drawn down under the liquidity facility (2016: £120.0 million included within cash and cash equivalents) and borrowings includes the corresponding liability (note 30). Marston’s PLC Annual Report and Accounts 2017 | 77 Strategic Report | Governance | Financial Statements | Additional Information Group Statement of Changes in Equity For the 52 weeks ended 30 September 2017 At 2 October 2016 Proft for the period Remeasurement of retirement benefts Tax on remeasurement of retirement benefts Gains on cash fow hedges Transfers to the income statement on cash fow hedges Tax on hedging reserve movements Property revaluation Property impairment Deferred tax on properties Total comprehensive income Share-based payments Issue of shares Sale of own shares Disposal of properties Tax on disposal of properties Transfer to retained earnings Dividends paid Total transactions with owners At 30 September 2017 Equity share capital £m 44.4 – – – – – – – – – – – 4.3 – – – – – 4.3 48.7 At 4 October 2015 Proft for the period Remeasurement of retirement benefts Tax on remeasurement of retirement benefts Losses on cash fow hedges Transfers to the income statement on cash fow hedges Tax on hedging reserve movements Property revaluation Deferred tax on properties Total comprehensive income/(expense) Share-based payments Purchase of own shares Sale of own shares Disposal of properties Tax on disposal of properties Transfer to retained earnings Dividends paid Total transactions with owners At 1 October 2016 Share premium account £m 334.0 – Revaluation reserve £m 623.1 – Merger reserve £m – – Capital redemption reserve £m 6.8 – – – – – – – – – – – – – – – – – – 334.0 Equity share capital £m 44.4 – – – – – – – – – – – – – – – – – 44.4 – – – – – 2.3 (0.8) 3.9 5.4 – – – (4.1) 0.7 (0.9) – (4.3) 624.2 – – – – – – – – – – 71.2 – – – – – 71.2 71.2 – – – – – – – – – – – – – – – – – 6.8 Share premium account £m 334.0 – – – – Revaluation reserve £m 616.0 – – – – Capital redemption reserve £m 6.8 – – – – – – – – – – – – – – – – – 334.0 – – 2.0 17.4 19.4 – – – (14.1) 2.7 (0.9) – (12.3) 623.1 – – – – – – – – – – – – – 6.8 Hedging reserve £m (165.7) – – – 35.7 10.7 (7.9) – – – 38.5 – – – – – – – – (127.2) Hedging reserve £m (128.1) – – – (50.9) 11.3 2.0 – – (37.6) – – – – – – – – (165.7) Own shares £m (113.7) – Retained earnings £m 23.2 84.7 Total equity £m 752.1 84.7 – – – – – – – – – – – 2.4 – – – – 2.4 (111.3) Own shares £m (118.7) – – – – – – – – – – (0.1) 5.1 – – – – 5.0 (113.7) 21.8 21.8 (3.7) – – – – – – 102.8 0.9 – (2.1) 4.1 (0.7) 0.9 (44.1) (41.0) 85.0 Retained earnings £m 28.5 73.0 (56.3) 10.3 – – – – – 27.0 0.4 – (4.2) 14.1 (2.7) 0.9 (40.8) (32.3) 23.2 (3.7) 35.7 10.7 (7.9) 2.3 (0.8) 3.9 146.7 0.9 75.5 0.3 – – – (44.1) 32.6 931.4 Total equity £m 782.9 73.0 (56.3) 10.3 (50.9) 11.3 2.0 2.0 17.4 8.8 0.4 (0.1) 0.9 – – – (40.8) (39.6) 752.1 Further detail in respect of the Group’s equity is provided in notes 28 and 29 to the fnancial statements. 78 | Marston’s PLC Annual Report and Accounts 2017 Notes For the 52 weeks ended 30 September 2017 1 ACCOUNTING POLICIES Basis of preparation These consolidated fnancial statements for the 52 weeks ended 30 September 2017 (2016: 52 weeks ended 1 October 2016) have been prepared in accordance with IFRS and IFRS Interpretations Committee (IFRS IC) and Standing Interpretations Committee interpretations adopted by the European Union and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS. The fnancial statements have been prepared under the historical cost convention as modifed by the revaluation of certain items, principally land and buildings, derivative fnancial instruments, retirement benefts and share-based payments. In the prior period provisions for other liabilities and charges were originally presented wholly within non-current liabilities in the balance sheet. Amounts due within one year have now been represented within current liabilities to better refect the timing of the amounts falling due and to be consistent with the current period presentation. In the prior period the net interest on the net defned beneft asset/liability was presented within underlying items. This has now been represented within non-underlying items to better refect the nature of this item and to be consistent with the current period presentation. At the time of approving the fnancial statements, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Thus the Directors continue to adopt the going concern basis of accounting in preparing the fnancial statements. New standards and interpretations The International Accounting Standards Board (IASB) and IFRS IC have issued the following new or revised standards and interpretations with an effective date for fnancial periods beginning on or after the dates disclosed below. These standards and interpretations have not yet been adopted by the Group. IFRS 2 Share-based Payment Amendments to clarify the classifcation and measurement of share-based payment transactions 1 January 2018 IFRS 4 Insurance Contracts Amendments regarding the interaction of IFRS 4 and IFRS 9 IFRS 9 Financial Instruments New accounting standard IFRS 10 Consolidated Financial Statements 1 January 2018 1 January 2018 Amendments regarding the sale or contribution of assets between an investor and its associate or joint venture Date deferred IFRS 15 Revenue from Contracts with Customers New accounting standard IFRS 16 Leases New accounting standard IFRS 17 Insurance Contracts New accounting standard IAS 7 Statement of Cash Flows Amendments as a result of the disclosure initiative IAS 12 Income Taxes Amendments regarding the recognition of deferred tax assets for unrealised losses IAS 28 Investments in Associates and Joint Ventures 1 January 2018 1 January 2019 1 January 2021 1 January 2017 1 January 2017 Amendments regarding the sale or contribution of assets between an investor and its associate or joint venture Long-term Interests in Associates and Joint Ventures (Amendments to IAS 28) Date deferred 1 January 2019 IAS 40 Investment Property Amendments to clarify transfers of property to, or from, investment property IFRIC 22 Foreign Currency Transactions and Advance Consideration 1 January 2018 1 January 2018 The IASB have also issued a number of minor amendments to standards as part of their Annual Improvements to IFRS. The Directors are considering the impact of the adoption of the above new standards, interpretations and amendments on the Group. In particular, the adoption of IFRS 16 ‘Leases’ is expected to have a signifcant impact on both the Group’s balance sheet and income statement. For leases where it is the lessee the Group will be required to recognise assets and liabilities in the balance sheet in the majority of cases and recognise depreciation and fnance costs in the income statement. Basis of consolidation The consolidated fnancial statements incorporate the fnancial statements of Marston’s PLC and all of its subsidiary undertakings. The results of new subsidiary undertakings are included in the Group accounts from the date on which control transferred to the Group or, in the case of disposals, up to the effective date of disposal. Transactions between Group companies are eliminated on consolidation. The Group has applied the purchase method in accounting for the acquisition of subsidiaries. The cost of an acquisition is measured as the fair value of the consideration paid and deferred. Identifable assets acquired and liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Acquisition costs are expensed as incurred. The excess of the cost of acquisition over the fair value of the Group’s share of the identifable net assets acquired is recorded as goodwill. If the cost of acquisition is less than the fair value of the Group’s share of the identifable net assets of the subsidiary acquired, the difference is recognised immediately in the income statement. The consolidated fnancial statements incorporate the results of Marston’s Issuer PLC and its parent company, Marston’s Issuer Parent Limited. Marston’s Issuer PLC was set up with the sole purpose of issuing debt secured on assets owned by the Group. Wilmington Trust SP Services (London) Limited holds the shares of Marston’s Issuer Parent Limited under a declaration of trust for charitable purposes. The rights provided to the Group through the securitisation give the Group power over these companies and the ability to use that power to affect its exposure to variable returns from them. As such the Directors of Marston’s PLC consider that these companies are controlled by the Group, as defned in IFRS 10 ‘Consolidated Financial Statements’, and hence for the purpose of the consolidated fnancial statements they have been treated as subsidiary undertakings. Marston’s PLC Annual Report and Accounts 2017 | 79 Strategic Report | Governance | Financial Statements | Additional Information Notes continued For the 52 weeks ended 30 September 2017 1 ACCOUNTING POLICIES (CONTINUED) Revenue and other operating income Revenue represents the value of goods (principally drink and food) and services (principally accommodation, gaming machines and third party brewing, packaging and distribution) supplied to customers, and rent receivable from licensed properties. Revenue from drink, food, accommodation, brewing, packaging and distribution is recognised at the point at which the goods or services are provided. Gaming machine income is recognised as earned. Rental income is recognised in the period to which it relates. Revenue is recorded net of discounts, intra group transactions, VAT and excise duty relating to the brewing and packaging of certain products. It is considered that, in respect of its franchised arrangements, the Group has exposure to the signifcant risks and rewards associated with the sale of goods and rendering of services and as such the total income from franchised pubs (i.e. from gaming machines, accommodation and the sale of food and drink) is included within the Group’s revenue. Other operating income mainly comprises rent receivable from unlicensed properties, which is recognised in the period to which it relates. Operating segments For segment reporting purposes the Group is considered to have fve distinguishable operating segments, being Destination and Premium, Taverns, Leased, Brewing and Group Services. This mirrors the Group’s internal reporting structure, and refects the different distribution channels, customer profles and nature of products and services provided within each segment. An element of Group Services’ costs is allocated to each of the trading segments. The operating segments set out in note 2 are consistent with the internal reporting provided to the chief operating decision maker. For the purposes of IFRS 8 ‘Operating Segments’ the chief operating decision maker has been identifed as the Executive Directors. Acquired businesses are treated as separate reporting segments, where material, until they have been fully integrated with the Group’s operating segments. Non-underlying items In order to illustrate the underlying trading performance of the Group, presentation has been made of performance measures excluding those items which it is considered would distort the comparability of the Group’s results. These non-underlying items comprise exceptional items and other adjusting items. Exceptional items are defned as those items that, by virtue of their nature, size or expected frequency, warrant separate additional disclosure in the fnancial statements in order to fully understand the underlying performance of the Group. As management of the freehold and leasehold property estate is an essential and signifcant area of the business, the threshold for classifcation of property related items as exceptional is higher than other items. Other adjusting items comprise the revenue and expenses in respect of the ongoing management of the remainder of the portfolio of pubs disposed of in the period ended 4 October 2014. The pubs subject to the management agreement no longer form part of the Group’s core activities and the Group does not have the ability to make strategic decisions in respect of them. As such it is considered appropriate to exclude the results of these pubs from the Group’s underlying results. Intangible assets Intangible assets are carried at cost less accumulated amortisation and any impairment losses. Intangible assets arising on an acquisition are recognised separately from goodwill if the fair value of these assets can be identifed separately and measured reliably. Amortisation is calculated on a straight-line basis over the estimated useful life of the intangible asset. Where the useful life of the asset is considered to be indefnite no annual amortisation is provided but the asset is subject to annual impairment reviews. Impairment reviews are carried out more frequently if events or changes in circumstances indicate that the carrying value of an asset may be impaired. Any impairment of carrying value is charged to the income statement. The useful lives of the Group’s intangible assets are: Acquired brands Lease premiums Computer software Development costs Indefnite Life of the lease 3 to 15 years 10 years Research and development expenditure All expenditure on the research phase of an internal project is expensed as incurred. Development costs are recognised as an intangible asset when the following conditions are met: • It is technically feasible to complete the intangible asset so that it will be available for use; • Management intends to complete the asset and use or sell it; • There is an ability to use or sell the asset; • It can be demonstrated how the asset will generate probable future economic benefts; • Adequate technical, fnancial and other resources to complete the development and to use or sell the asset are available; and • The expenditure attributable to the asset during its development can be reliably measured. Other development expenditure that does not meet these criteria is recognised as an expense as incurred. Development costs previously recognised as an expense are not recognised as an asset in a subsequent period. 80 | Marston’s PLC Annual Report and Accounts 2017 1 ACCOUNTING POLICIES (CONTINUED) Goodwill Goodwill arising on acquisitions is capitalised and represents the excess of the fair value of the consideration given over the fair value of the identifable net assets and liabilities acquired. Goodwill is not amortised but instead is reviewed for impairment on an annual basis, or more frequently if events or changes in circumstances indicate that the carrying value may be impaired. Any impairment is recognised immediately in the income statement. For the purposes of impairment testing, goodwill is allocated to cash generating units that are consistent with the Group’s operating segments. Property, plant and equipment • Freehold and leasehold properties are initially stated at cost and subsequently at valuation. Plant and machinery and fxtures, fttings, tools and equipment are stated at cost. • Depreciation is charged to the income statement on a straight-line basis to provide for the cost of the assets less their residual values over their useful lives. • Freehold and long leasehold buildings are depreciated to their residual values over 50 years. • Short leasehold properties are depreciated over the life of the lease. • Plant and machinery and fxtures, fttings, tools and equipment are depreciated over periods ranging from 3 to 15 years. • Own labour and interest costs directly attributable to capital projects are capitalised. • Land is not depreciated. Residual values and useful lives are reviewed and adjusted if appropriate at each balance sheet date. Properties are revalued by qualifed valuers on a suffciently regular basis using open market value so that the carrying value of an asset does not differ signifcantly from its fair value at the balance sheet date. Substantially all of the Group’s properties have been externally valued in accordance with the Royal Institution of Chartered Surveyors’ Red Book. These valuations are performed directly by reference to observable prices in an active market or recent market transactions on arm’s length terms. Internal valuations are performed on the same basis. The estate is reviewed for indication of impairment at each reporting date, using a process focusing on areas of risk and business performance throughout the portfolio to identify any exposure. Impairment losses are charged to the revaluation reserve to the extent that a previous gain has been recorded, and thereafter to the income statement. Surpluses on revaluation are recognised in the revaluation reserve, except to the extent that they reverse previously charged impairment losses, in which case the reversal is recorded in the income statement. Disposals of property, plant and equipment Proft/loss on disposal of property, plant and equipment represents net sale proceeds less the carrying value of the assets. Any element of the revaluation reserve relating to the property disposed of is transferred to retained earnings at the date of sale. Impairment If there are indications of impairment or reversal of impairment, an assessment is made of the recoverable amount. An impairment loss is recognised where the recoverable amount is lower than the carrying value of assets, including goodwill. The recoverable amount is the higher of value in use and fair value less costs to sell. Where there is an indication that any previously recognised impairment losses no longer exist or have decreased, a reversal of the loss is made if there has been a change in the estimates used to determine the recoverable amounts since the last impairment loss was recognised. The carrying amount of the asset is increased to its recoverable amount only up to the carrying amount that would have resulted, net of depreciation or amortisation, had no impairment loss been recognised for the asset in prior periods. The reversal is recognised in the income statement unless the asset is carried at a revalued amount. The reversal of an impairment loss on a revalued asset is recognised in other comprehensive income and increases the revaluation surplus for that asset. However, to the extent that an impairment loss on the same revalued asset was previously recognised in the income statement, the reversal of that impairment loss is recognised in the income statement. The depreciation charge is adjusted in future periods to allocate the asset’s revised carrying value, less any residual value, on a systematic basis over its remaining useful life. There is no reversal of impairment losses relating to goodwill. Acquired brands are reviewed for impairment on a portfolio basis. Leases Leases are classifed as fnance leases if the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classifed as operating leases. The cost of assets held under fnance leases is included within property, plant and equipment and depreciation is charged in accordance with the accounting policy for each class of asset concerned. The corresponding capital obligations under these leases are shown as liabilities. The fnance charge element of rentals is charged to the income statement and classifed within fnance costs as incurred. Rental costs under operating leases, including lease incentives, are charged to the income statement on a straight-line basis over the term of the lease. Similarly, income receivable under operating leases is credited to the income statement on a straight-line basis over the term of the lease. Obligations arising from sale and leaseback arrangements with repurchase options that do not fall within the scope of IAS 17 ‘Leases’ are classifed as other lease related borrowings and accounted for in accordance with IAS 39 ‘Financial Instruments: Recognition and Measurement’. Marston’s PLC Annual Report and Accounts 2017 | 81 Strategic Report | Governance | Financial Statements | Additional Information Notes continued For the 52 weeks ended 30 September 2017 1 ACCOUNTING POLICIES (CONTINUED) Inventories Inventories are stated at the lower of cost and net realisable value. Raw materials are valued on a ‘frst in, frst out’ basis, with the exception of hops which are valued at average cost. Finished goods and work in progress include direct materials, labour and a proportion of attributable overheads. Assets held for sale Assets, typically properties and related fxtures and fttings, are categorised as held for sale when the value of the asset will be recovered through a sale transaction rather than continuing use. This condition is met when the sale is highly probable, the asset is available for immediate sale in its present condition and is being actively marketed. In addition, the Group must be committed to the sale and completion should be expected to occur within one year from the date of classifcation. Assets held for sale are valued at the lower of carrying value and fair value less costs to sell, and are no longer depreciated. Financial instruments The Group classifes its fnancial assets in one of the following two categories: at fair value through proft or loss and loans and receivables. The Group classifes its fnancial liabilities in one of the following two categories: at fair value through proft or loss and other fnancial liabilities. The classifcation depends on the purpose for which the fnancial instruments were acquired. Management determines the classifcation of the Group’s fnancial instruments at initial recognition. Financial instruments at fair value through proft or loss Derivatives are categorised as fnancial instruments at fair value through proft or loss unless they are designated as part of a hedging relationship. The Group holds no other fnancial instruments at fair value through proft or loss. Loans and receivables Loans and receivables are non-derivative fnancial assets with fxed or determinable payments that are not quoted in an active market. The Group’s loans and receivables comprise trade receivables, other receivables, trade loans, other cash deposits and cash and cash equivalents in the balance sheet. Loans and receivables are carried at amortised cost using the effective interest method. Other fnancial liabilities Non-derivative fnancial liabilities are classifed as other fnancial liabilities. The Group’s other fnancial liabilities comprise borrowings, trade payables and other payables. Other fnancial liabilities are carried at amortised cost using the effective interest method. Financial assets are derecognised when the rights to receive cash fows from the investments have expired or have been transferred and the Group has transferred substantially all risks and rewards of ownership. The Group assesses whether there is objective evidence that a fnancial asset is impaired at each balance sheet date. It is, and has been throughout the period under review, the Group’s policy that no trading in fnancial instruments shall be undertaken. Derivative fnancial instruments The only derivative fnancial instruments that the Group enters into are interest rate swaps. The purpose of these transactions is to manage the interest rate risk arising from the Group’s operations and its sources of fnance. Derivatives are initially recognised at fair value on the date the derivative contract is entered into and are subsequently remeasured at their fair value at each balance sheet date. The method of recognising the resulting gain or loss depends on whether the derivative is designated as a hedging instrument. The effective portion of changes in the fair value of derivatives that are designated and qualify as cash fow hedges is recognised in other comprehensive income. The gain or loss relating to the ineffective portion is recognised immediately in the income statement within exceptional fnance income or costs. Gains or losses arising from changes in the fair value of derivatives which are not designated as part of a hedging relationship are presented in the income statement within exceptional fnance income or costs in the period in which they arise. The fair value of a hedging derivative is classifed as a non-current asset or liability when the remaining maturity of the hedged item is more than 12 months and as a current asset or liability when the remaining maturity of the hedged item is less than 12 months. The fair values of derivatives which are not designated as part of a hedging relationship are classifed as current assets or liabilities. Accrued interest is recognised separately in current assets or liabilities as appropriate. At the inception of a hedging transaction, the Group documents the relationship between hedging instruments and hedged items, as well as its risk management objectives and strategy for undertaking the hedging transaction. The Group also documents its assessment, both at hedge inception and on an ongoing basis, of whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in fair values or cash fows of hedged items. When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss existing in equity at that time remains in equity and is recognised when the forecast transaction is ultimately recognised in the income statement. When a forecast transaction is no longer expected to occur, the cumulative gain or loss that was reported in equity is immediately transferred to the income statement within exceptional fnance income or costs. Amounts that have been recognised in other comprehensive income in respect of cash fow hedges are reclassifed from equity to proft or loss as a reclassifcation adjustment in the same period or periods during which the hedged forecast cash fow affects proft or loss. 82 | Marston’s PLC Annual Report and Accounts 2017 1 ACCOUNTING POLICIES (CONTINUED) Trade receivables and other receivables Trade receivables and other receivables are recognised initially at fair value and subsequently measured at amortised cost less provision for impairment. A provision for impairment of trade receivables and other receivables is established when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of the receivables. Signifcant fnancial diffculties of the debtor, probability that the debtor will enter bankruptcy or fnancial reorganisation and default or delinquency in payments are considered indicators that the trade or other receivable is impaired. The amount of the provision is the difference between the asset’s carrying amount and the estimated future cash fows. The carrying amount of the asset is reduced through the use of an allowance account, and the amount of the loss is recognised in the income statement within other net operating charges. When a trade or other receivable is uncollectable, it is written off against the allowance account for trade or other receivables. Subsequent recoveries of amounts previously written off are credited against other net operating charges in the income statement. Trade loans In common with other major brewers, the Group makes trade loans to publicans who purchase the Group’s beer. These trade loans are classifed as other non-current assets in the balance sheet and are recognised initially at fair value and subsequently at amortised cost less provision for impairment. Signifcant trade loans are secured against the property of the loan recipient. Other cash deposits Cash held on deposit with banks with a maturity of more than three months at the date of acquisition is classifed within other cash deposits. Cash and cash equivalents Cash and cash equivalents include cash in hand and deposits on call with banks. Bank overdrafts are shown within borrowings in current liabilities. For the purpose of the cash fow statement, cash and cash equivalents are as defned above, net of outstanding bank overdrafts. Borrowings Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the income statement over the period of the borrowings using the effective interest method. Preference shares are classifed as liabilities. The dividends on these preference shares are recognised in the income statement as fnance costs. Borrowing costs are recognised as an expense in the period in which they are incurred, except for interest costs incurred on the fnancing of major projects, which are capitalised until the time that the projects are available for use. Trade payables and other payables Trade payables and other payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method. Employee benefts Pension costs for the Group’s defned beneft pension plan are determined by the Projected Unit Credit Method, with actuarial calculations being carried out at each period end date. Costs are recognised in the income statement within operating expenses and net fnance costs. The current service cost, past service cost and gains or losses arising from settlements are included within operating expenses. The net interest on the net defned beneft asset/liability is included within exceptional fnance costs/income and the administrative expenses paid from plan assets are included within fnance costs. Actuarial gains or losses arising from experience adjustments and changes in actuarial assumptions are recognised in full in the period in which they occur in the statement of comprehensive income. The return on plan assets, excluding amounts included in the net interest on the net defned beneft asset/liability, is also recognised in other comprehensive income. The asset/liability recognised in the balance sheet for the defned beneft pension plan is the fair value of plan assets less the present value of the defned beneft obligation. Where the fair value of plan assets exceeds the present value of the defned beneft obligation, the Group recognises an asset at the lower of the fair value of plan assets less the present value of the defned beneft obligation, and the present value of any economic benefts available in the form of refunds from the plan or reductions in future contributions to the plan. In the event that contributions payable under a minimum funding requirement are not available as a refund or reduction in future contributions after they are paid into the plan, a liability would be recognised to this extent when the obligation arises. Pension costs for the Group’s defned contribution pension plans are charged to the income statement in the period in which they arise. Post-retirement medical benefts are accounted for in an identical way to the Group’s defned beneft pension plan. Key management personnel Key management personnel are those who have authority and responsibility for planning, directing and controlling the activities of the Group. In the case of Marston’s PLC, the Directors of the Group are considered to be the only key management personnel. Current and deferred tax The current tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date and is measured at the amount expected to be paid to or recovered from the tax authorities. Deferred tax is provided in full, using the liability method, on all differences that have originated but not reversed by the balance sheet date, and which give rise to an obligation to pay more or less tax in the future. Differences are defned as the differences between the carrying value of assets and liabilities and their tax base. Deferred tax assets are recognised to the extent that it is probable that future taxable proft will be available against which the assets can be utilised. Marston’s PLC Annual Report and Accounts 2017 | 83 Strategic Report | Governance | Financial Statements | Additional Information Notes continued For the 52 weeks ended 30 September 2017 1 ACCOUNTING POLICIES (CONTINUED) Deferred tax is calculated using tax rates that are expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled. Provisions Provisions are recognised in the balance sheet when the Group has a present legal or constructive obligation as a result of a past event and it is probable that an outfow of economic benefts will be required to settle the obligation. When valuations of leasehold properties (based on future estimated income streams) give rise to a defcit as a result of onerous lease conditions they are recognised as provisions. These provisions are measured at the present value of the expenditure expected to be required to settle the obligation using a pre-tax rate that refects current market assessments of the time value of money and the risks specifc to the obligation. The key assumptions used in the discounted cash fow calculations are the discount and infation rates and the market rents, vacant periods and future trading income of the properties. Other contractual property costs are also recorded as provisions as appropriate. Share-based payments The fair value of share-based remuneration at the date of grant is calculated using the Black-Scholes option-pricing model and charged to the income statement on a straight-line basis over the vesting period of the award. The charge to the income statement takes account of the estimated number of shares that will vest. Non-vesting conditions are taken into account when determining the fair value of the Group’s share-based payments, and all cancellations of share-based payments, whether by the Group or by employees, are accounted for in an identical manner with any costs unrecognised at the date of cancellation being immediately accelerated. Own shares Own shares comprise treasury shares, and shares held on trust for employee share schemes, which are used for the issuing of shares to applicable employees. Own shares are recognised at cost as a deduction from shareholders’ equity. Subsequent consideration received for the sale of such shares is also recognised in equity, with any difference between the sale proceeds and the original cost being taken to equity. No income or expense is recognised in the performance statements on own share transactions. Dividends Dividends proposed by the Board but unpaid at the period end are recognised in the fnancial statements when they have been approved by the shareholders. Interim dividends are recognised when paid. Transactions and balance sheet items in a foreign currency Transactions in a foreign currency are translated to sterling using the exchange rate at the date of the transaction. Monetary receivables and payables are remeasured at closing day rates at each balance sheet date. Exchange gains or losses that arise from such remeasurement and on settlement of the transaction are recognised in the income statement. Translation differences for non-monetary assets valued at fair value through proft or loss are reported as part of the fair value gain or loss. Gains or losses on disposal of non-monetary assets are recognised in the income statement. Key assumptions and signifcant judgements IFRS requires the Group to make estimates and assumptions that affect the application of policies and reported amounts. Estimates and judgements are continually evaluated and are based on historical experience and other factors including expectations of future events that are believed to be reasonable under the circumstances. Actual results may differ from these estimates. The Group’s key assumptions and signifcant judgements are in respect of property, plant and equipment, retirement benefts, lease classifcation, non-underlying items, impairment, fnancial instruments and property lease provisions. Details of these assumptions and judgements are provided in the relevant accounting policy and detailed note to the fnancial statements as set out below. The following judgements (apart from those involving estimates) have had the most signifcant effect on amounts recognised in the fnancial statements. Property, plant and equipment • Valuation of properties (see accounting policy). Retirement benefts • Recognition of a retirement beneft surplus (see accounting policy). Lease classifcation • Judgements in respect of whether a lease has transferred substantially all the risks and rewards of ownership to the lessee, in particular whether the present value of the minimum lease payments amounts to at least substantially all of the fair value of the leased asset and whether the lease term is for the major part of the economic life of the asset (see accounting policy). Non-underlying items • Determination of items to be classed as non-underlying (see accounting policy). The following estimates and assumptions have a signifcant risk of causing a material adjustment to the carrying amount of assets and liabilities. Property, plant and equipment • Assets’ useful lives and residual values (see accounting policy). 84 | Marston’s PLC Annual Report and Accounts 2017 1 ACCOUNTING POLICIES (CONTINUED) Impairment • Assumptions made in the value in use calculation, in particular the pre-tax discount rate applied to cash fow projections and the growth rate used to extrapolate projected cash fows beyond one year budgets (notes 10 and 11). Retirement benefts • Actuarial assumptions in respect of the defned beneft pension plan, which include discount rates, rates of increase in pensions, infation rates and life expectancies (note 26). Financial instruments • Valuation of fnancial instruments that are not traded in an active market (note 25). Property lease provisions • Assumptions made in the discounted cash fow calculations, in particular the market rents, vacant periods, future trading income, infation rates and discount rates (see accounting policy). 2 SEGMENT REPORTING For segment reporting purposes the Group is considered to have fve distinguishable operating segments as follows: Segment Destination and Premium Taverns Leased Brewing Group Services Revenue Food and drink sales, accommodation and gaming machine income Food and drink sales, rent from licensed properties, accommodation and gaming machine income Drink sales, rent from licensed properties and gaming machine income Drink sales and third party brewing, packaging and distribution N/A Transfer prices between operating segments are on an arm’s length basis. Underlying revenue by segment Destination and Premium Taverns Leased Brewing Group Services Underlying revenue Non-underlying items Revenue Underlying operating proft by segment Destination and Premium Taverns Leased Brewing Group Services Underlying operating proft Non-underlying operating items Operating proft Net fnance costs Proft before taxation Other segment information Destination and Premium Taverns Leased Brewing Group Services Total * Excludes amounts relating to goodwill, deferred tax and fnancial instruments. 2017 £m 438.0 246.7 54.6 252.9 – 992.2 19.1 1,011.3 2017 £m 88.9 57.0 27.1 25.5 (24.0) 174.5 (4.1) 170.4 (70.1) 100.3 2016 £m 419.0 238.5 55.0 193.3 – 905.8 31.5 937.3 2016 £m 86.9 56.6 26.9 23.2 (20.9) 172.7 (8.8) 163.9 (83.1) 80.8 Additions to non-current assets* Depreciation and amortisation 2017 £m 152.9 25.2 4.4 18.2 7.4 208.1 2016 £m 101.0 22.6 5.0 10.5 8.1 147.2 2017 £m 15.6 8.1 1.5 10.5 3.5 39.2 2016 £m 15.1 8.4 1.7 10.2 4.6 40.0 Marston’s PLC Annual Report and Accounts 2017 | 85 Strategic Report | Governance | Financial Statements | Additional Information Notes continued For the 52 weeks ended 30 September 2017 2 SEGMENT REPORTING (CONTINUED) During the current period the Group changed the structure of its internal organisation in a manner that caused the composition of its operating segments to change. The results for the prior period have been restated to refect these changes. Geographical areas Revenue generated outside the United Kingdom during the period was £6.4 million (2016: £3.9 million). 3 REVENUE AND OPERATING EXPENSES Revenue Goods Services Revenue from services includes rent receivable from licensed properties of £17.1 million (2016: £19.1 million). Operating expenses Change in stocks of fnished goods and work in progress Own work capitalised Other operating income Raw materials, consumables and excise duties Depreciation of property, plant and equipment Amortisation of intangible assets Employee costs Hire of plant and machinery Other operating lease rentals Income from other non-current assets Impairment of freehold and leasehold properties Other net operating charges The amounts included in the line items above which have been classed as non-underlying are as follows: Change in stocks of fnished goods and work in progress Other operating income Raw materials, consumables and excise duties Employee costs Other operating lease rentals Other net operating charges PricewaterhouseCoopers LLP fees: Fees payable to the Company’s Auditors for the audit of the Company’s annual accounts Fees payable to the Company’s Auditors for other services to the Group: The audit of the Company’s subsidiaries Audit related assurance services Other non-audit services 2017 £m 945.4 65.9 1,011.3 2017 £m (1.8) (5.8) (8.7) 370.9 38.1 1.1 219.1 0.8 20.6 (0.2) 3.9 202.9 840.9 2017 £m 0.3 – 5.3 4.0 5.0 8.6 23.2 2017 £m 0.2 0.1 0.1 – 0.4 2016 £m 874.2 63.1 937.3 2016 £m (0.3) (4.9) (8.0) 324.9 38.3 1.7 203.5 0.8 22.4 (0.2) – 195.2 773.4 2016 £m – (0.1) 9.9 2.5 9.2 18.8 40.3 2016 £m 0.1 0.1 0.1 0.1 0.4 86 | Marston’s PLC Annual Report and Accounts 2017 4 NON-UNDERLYING ITEMS Exceptional operating items Impact of change in rate assumptions used for onerous lease provisions Reorganisation, relocation and integration costs Non-core estate disposal and reorganisation costs Proft on sale of surplus land for residential development Tax advisory fees Other adjusting operating items Results in respect of the ongoing management of pubs in the portfolio disposal Non-underlying operating items Exceptional non-operating items Net interest on net defned beneft asset/liability Write-off of unamortised fnance costs Movement in fair value of interest rate swaps Total non-underlying items 2017 £m (1.6) 5.5 – – – 3.9 0.2 0.2 4.1 0.7 1.4 (6.4) (4.3) (0.2) 2016 £m 4.4 3.8 1.7 (1.5) 0.5 8.9 (0.1) (0.1) 8.8 (0.7) – 8.4 7.7 16.5 Impact of change in rate assumptions used for onerous lease provisions The update of the discount rate assumptions used in the calculation of the Group’s onerous property lease provisions at the current period end resulted in a decrease of £1.6 million (2016: increase of £4.4 million) in the total provision. Reorganisation, relocation and integration costs During the current period the Group incurred reorganisation and integration costs of £4.6 million as a result of the acquisition of the beer business of Charles Wells. A head offce restructuring exercise was also undertaken in the current period incurring costs of £0.9 million. During the prior period the redevelopment of the Group’s head offce building in Wolverhampton was completed along with a reorganisation of certain head offce functions. Costs of £0.5 million were incurred in the prior period in respect of temporarily relocating to alternative premises nearby during the period of redevelopment and in undertaking the reorganisation. The Group also incurred reorganisation and integration costs of £3.3 million in the prior period as a result of the acquisition of the trading operations of Daniel Thwaites PLC’s beer division in the period ended 3 October 2015. Portfolio disposal of pubs During the period ended 4 October 2014 the Group disposed of a portfolio of 202 pubs and subsequently entered into a four year lease and fve year management agreement in respect thereof. A number of the pubs have since been removed from these arrangements by the purchaser. During the current period the Group has entered into new 15 year leases in respect of 22 of the properties and these have also been removed from the management agreement. The Group no longer has strategic control of the pubs still subject to the management agreement and they do not form part of its core activities. As such the results in respect of the ongoing operation and management of these pubs post disposal have been classifed as a non-underlying item, comprised as follows: Revenue Operating expenses 2017 £m 19.1 (19.3) (0.2) 2016 £m 31.5 (31.4) 0.1 Net interest on net defned beneft asset/liability The net interest on the net defned beneft asset/liability in respect of the Group’s defned beneft pension plan was a charge of £0.7 million (2016: credit of £0.7 million) (note 26). Write-off of unamortised fnance costs During the current period the Group entered into a new bank facility. As such the unamortised fnance costs relating to the previous facility have been written off. Movement in fair value of interest rate swaps The Group’s interest rate swaps are revalued to fair value at each balance sheet date. The movement in fair value of interest rate swaps which are not designated as part of a hedging relationship, and the ineffective portion of the movement in fair value of interest rate swaps which are accounted for as hedging instruments are both recognised in the income statement. The net gain of £6.4 million (2016: loss of £8.4 million) is shown as an exceptional item. Marston’s PLC Annual Report and Accounts 2017 | 87 Strategic Report | Governance | Financial Statements | Additional Information Notes continued For the 52 weeks ended 30 September 2017 4 NON-UNDERLYING ITEMS (CONTINUED) Impact of taxation The current tax credit relating to the above non-underlying items amounts to £0.9 million (2016: £1.7 million). The deferred tax charge relating to the above non-underlying items amounts to £0.9 million (2016: credit of £1.4 million). In addition, there is a non-underlying deferred tax credit of £nil (2016: £2.4 million) in relation to the change in corporation tax rate (note 7). During the prior period the Group agreed the tax treatment of certain items with HM Revenue & Customs. The tax credit of £4.1 million in respect of the additional tax relief claimed for previous periods was classifed as a non-underlying item along with the associated advisory fees of £0.5 million. Prior period non-underlying items During the period ended 5 October 2013 the Group commenced a restructuring of its pub estate and operating segments. Costs in respect of this restructuring were incurred in the prior period. During the prior period the Group sold a parcel of surplus land for residential development for £9.5 million realising a proft of £1.5 million on disposal. 5 EMPLOYEES Employee costs Wages and salaries Social security costs Pension costs Share-based payments Termination costs A non-underlying charge of £4.0 million (2016: £2.5 million) is included in employee costs. Average monthly number of employees Bar staff Management, administration and production Key management personnel compensation Short-term employee benefts Termination benefts Share-based payments 2017 £m 194.0 15.2 7.4 0.9 1.6 219.1 2017 Number 11,572 2,547 2017 £m 2.2 0.4 0.2 2.8 2016 £m 181.8 13.6 6.8 0.4 0.9 203.5 2016 Number 11,125 2,376 2016 £m 2.4 – – 2.4 88 | Marston’s PLC Annual Report and Accounts 2017 6 FINANCE COSTS AND INCOME Finance costs Unsecured bank borrowings Securitised debt Finance leases Other lease related borrowings Other interest payable and similar charges Exceptional fnance costs Net interest on net defned beneft asset/liability Write-off of unamortised fnance costs Total fnance costs Finance income Deposit and other interest receivable Exceptional fnance income Net interest on net defned beneft asset/liability Total fnance income Movement in fair value of interest rate swaps Gain on movement in fair value of interest rate swaps Loss on movement in fair value of interest rate swaps Net fnance costs 7 TAXATION Income statement Current tax Current period Adjustments in respect of prior periods Credit in respect of tax on non-underlying items Non-underlying credit in relation to additional relief for prior periods Deferred tax Current period Adjustments in respect of prior periods Charge/(credit) in respect of tax on non-underlying items Non-underlying credit in relation to the change in tax rate Non-underlying credit in relation to additional relief for prior periods Taxation charge reported in the income statement Statement of comprehensive income Remeasurement of retirement benefts Impairment and revaluation of properties Hedging reserve movements Taxation charge/(credit) reported in the statement of comprehensive income 2017 £m 11.1 46.1 1.2 15.0 1.4 74.8 0.7 1.4 2.1 76.9 (0.4) (0.4) – – (0.4) (9.3) 2.9 (6.4) 70.1 2017 £m 10.7 (0.3) (0.9) – 9.5 6.1 (0.9) 0.9 – – 6.1 15.6 2017 £m 3.7 (3.9) 7.9 7.7 2016 £m 12.2 47.8 1.1 12.6 2.2 75.9 – – – 75.9 (0.5) (0.5) (0.7) (0.7) (1.2) (3.9) 12.3 8.4 83.1 2016 £m 13.9 (0.6) (1.7) (3.7) 7.9 4.2 (0.1) (1.4) (2.4) (0.4) (0.1) 7.8 2016 £m (10.3) (17.4) (2.0) (29.7) A deferred tax credit of £nil (2016: £8.4 million) relating to the change in corporation tax rate has been recognised in the statement of comprehensive income and is included in the above amounts. Marston’s PLC Annual Report and Accounts 2017 | 89 Strategic Report | Governance | Financial Statements | Additional Information Notes continued For the 52 weeks ended 30 September 2017 7 TAXATION (CONTINUED) The actual tax rate for the period is lower (2016: lower) than the standard rate of corporation tax of 19.5% (2016: 20%). The differences are explained below: Tax reconciliation Proft before tax Proft before tax multiplied by the corporation tax rate of 19.5% (2016: 20%) Effect of: Adjustments in respect of prior periods Non-underlying credit in relation to additional relief for prior periods Net deferred tax credit in respect of land and buildings Costs not deductible for tax purposes Other amounts upon which tax relief is available Impact of difference between deferred and current tax rates Impact of change in tax rate Current period taxation charge 2017 £m 100.3 19.6 (1.2) – (1.4) 0.7 (0.9) (1.2) – 15.6 2016 £m 80.8 16.2 (0.7) (4.1) (1.1) 0.4 (0.5) – (2.4) 7.8 The standard rate of corporation tax changed from 20% to 19% with effect from 1 April 2017. As such the Group’s profts for the current period have been taxed at an effective rate of 19.5%. The March 2016 Budget announced that the standard rate of corporation tax would change from 19% to 17% with effect from 1 April 2020. This change was substantively enacted in the Finance Act 2016 in September 2016. As such a non- underlying deferred tax credit of £2.4 million was recognised in the income statement in the prior period. Finance Bill 2017-19 includes draft legislation to restrict the deductibility of net interest costs from 1 April 2017. As the proposed changes had not been substantively enacted at the balance sheet date, their effects are not included in these fnancial statements. If the legislation had been substantively enacted by the balance sheet date, it is likely that the overall effect on these fnancial statements would not have been material. 8 ORDINARY DIVIDENDS ON EQUITY SHARES Paid in the period Final dividend for 2016 of 4.7p per share (2015: 4.5p) Interim dividend for 2017 of 2.7p per share (2016: 2.6p) 2017 £m 27.0 17.1 44.1 2016 £m 25.9 14.9 40.8 A fnal dividend for 2017 of 4.8p per share amounting to £30.4 million has been proposed for approval at the Annual General Meeting, but has not been refected in the fnancial statements. This dividend will be paid on 29 January 2018 to those shareholders on the register at close of business on 15 December 2017. 9 EARNINGS PER ORDINARY SHARE Basic earnings per share are calculated by dividing the proft attributable to equity shareholders by the weighted average number of ordinary shares in issue during the period, excluding treasury shares and those held on trust for employee share schemes. For diluted earnings per share, the weighted average number of ordinary shares in issue is adjusted to assume conversion of all dilutive potential ordinary shares. These represent share options granted to employees where the exercise price is less than the weighted average market price of the Company’s shares during the period. Underlying earnings per share fgures are presented to exclude the effect of exceptional and other adjusting items. The Directors consider that the supplementary fgures are a useful indicator of performance. 2017 2016 Basic earnings per share Diluted earnings per share Underlying earnings per share fgures Basic underlying earnings per share Diluted underlying earnings per share Basic weighted average number of shares Dilutive options Diluted weighted average number of shares 90 | Marston’s PLC Annual Report and Accounts 2017 Earnings £m 84.7 84.7 Per share amount p 14.2 14.1 84.5 84.5 14.2 14.0 Earnings £m 73.0 73.0 79.9 79.9 2017 m 596.9 4.8 601.7 Per share amount p 12.7 12.6 13.9 13.8 2016 m 574.6 6.0 580.6 10 GOODWILL Cost At 2 October 2016 Additions At 30 September 2017 Aggregate impairment At 2 October 2016 and 30 September 2017 Net book amount at 1 October 2016 Net book amount at 30 September 2017 Additions in the period relate to the acquisition of the beer business of Charles Wells (note 35). Cost At 4 October 2015 and 1 October 2016 Aggregate impairment At 4 October 2015 and 1 October 2016 Net book amount at 3 October 2015 Net book amount at 1 October 2016 £m 228.6 2.8 231.4 1.1 227.5 230.3 £m 228.6 1.1 227.5 227.5 Impairment testing of goodwill Goodwill has been allocated across the operating segments, and the value of the recoverable amounts allocated to those segments has been estimated and compared to the carrying amounts. Recoverable amounts are determined based on the higher of value in use and fair value less costs to sell. Goodwill has been allocated to operating segments based on the extent to which the benefts of acquisitions fow to that segment, as follows: Destination and Premium Taverns Leased Brewing 2017 £m 87.5 86.6 26.5 29.7 230.3 2016 £m 87.5 86.6 26.5 26.9 227.5 The key assumptions used in determining value in use are the pre-tax discount rate applied to the cash fow projections of 6% (2016: 6%) and the growth rate used to extrapolate the projected cash fows beyond the one year budgets of 2% (2016: 2%) in line with an expected long-term growth rate which is below the long-term average growth rate for the industry. Risk factors are considered to be similar in each of the Group’s operating segments. Other commercial assumptions relate to market growth, market share and net selling prices. These assumptions are based on historic trends adjusted for management estimates of future prospects. These estimates take account of economic forecasts, marketing plans, political factors and assessments of competitors’ strategy. The discount rate used is the Group’s weighted average cost of capital adjusted to refect market conditions. The above impairment tests demonstrated that the Group had substantial levels of headroom and as such no impairment of goodwill was required in the current or prior period. Marston’s PLC Annual Report and Accounts 2017 | 91 Strategic Report | Governance | Financial Statements | Additional Information Notes continued For the 52 weeks ended 30 September 2017 11 OTHER INTANGIBLE ASSETS Cost At 2 October 2016 Additions Acquisitions Net transfers to assets held for sale and disposals At 30 September 2017 Amortisation At 2 October 2016 Charge for the period Net transfers to assets held for sale and disposals At 30 September 2017 Net book amount at 1 October 2016 Net book amount at 30 September 2017 Acquired brands £m Lease premiums £m Computer software £m Development costs £m 32.1 – 30.0 – 62.1 – – – – 32.1 62.1 1.5 – – – 1.5 0.9 – – 0.9 0.6 0.6 11.1 1.4 – (1.8) 10.7 6.5 1.1 (1.8) 5.8 4.6 4.9 0.1 – – – 0.1 0.1 – – 0.1 – – Total £m 44.8 1.4 30.0 (1.8) 74.4 7.5 1.1 (1.8) 6.8 37.3 67.6 Acquired brands are initially recognised at their fair value on acquisition. Given the anticipated level of investment in acquired brands, and there being no legal or regulatory limits to their useful lives, they are regarded as having indefnite useful lives and no annual amortisation is provided. During the current period the Group acquired the Eagle portfolio of brands (note 35). Lease premiums classifed as intangible assets are those acquired with new subsidiaries. Acquired brands £m Lease premiums £m Computer software £m Development costs £m Cost At 4 October 2015 Additions Net transfers to assets held for sale and disposals At 1 October 2016 Amortisation At 4 October 2015 Charge for the period Net transfers to assets held for sale and disposals At 1 October 2016 Net book amount at 3 October 2015 Net book amount at 1 October 2016 32.1 – – 32.1 – – – – 32.1 32.1 1.7 – (0.2) 1.5 1.1 – (0.2) 0.9 0.6 0.6 10.3 1.4 (0.6) 11.1 5.5 1.6 (0.6) 6.5 4.8 4.6 Acquired brands relate to Brewing. The carrying value of acquired brands is split as follows: Wychwood Jennings Ringwood Thwaites Eagle 0.1 – – 0.1 – 0.1 – 0.1 0.1 – 2017 £m 13.6 2.8 2.9 12.8 30.0 62.1 Total £m 44.2 1.4 (0.8) 44.8 6.6 1.7 (0.8) 7.5 37.6 37.3 2016 £m 13.6 2.8 2.9 12.8 – 32.1 Impairment testing of acquired brands The carrying values of acquired brands are subject to annual impairment reviews. The recoverable amount of each brand is determined based on the higher of value in use and fair value less costs to sell. The fair value of each brand is determined by applying an appropriate earnings multiple to the anticipated future income generated by that brand. The key assumptions used in determining the value in use of each brand are a pre-tax discount rate of 6% (2016: 6%) and a long-term growth rate used to extrapolate cash fows beyond the cash fow projection period of one year of 2% (2016: 2%) in line with an expected long-term growth rate which is below the long-term average growth rate for the industry. These assumptions are based on historic trends adjusted for management estimates of future prospects, and take account of economic forecasts, marketing plans, political factors and assessments of competitors’ strategy. The discount rate used is the Group’s weighted average cost of capital adjusted to refect market conditions. The above impairment tests demonstrated that the Group had suffcient levels of headroom and as such no impairment of acquired brands was required in the current or prior period. 92 | Marston’s PLC Annual Report and Accounts 2017 12 PROPERTY, PLANT AND EQUIPMENT Cost or valuation At 2 October 2016 Additions Acquisitions Net transfers to assets held for sale and disposals Revaluation At 30 September 2017 Depreciation At 2 October 2016 Charge for the period Net transfers to assets held for sale and disposals Impairment At 30 September 2017 Net book amount at 1 October 2016 Net book amount at 30 September 2017 Cost or valuation At 4 October 2015 Additions Net transfers to assets held for sale and disposals Revaluation At 1 October 2016 Depreciation At 4 October 2015 Charge for the period Net transfers to assets held for sale and disposals At 1 October 2016 Net book amount at 3 October 2015 Net book amount at 1 October 2016 The net book amount of land and buildings is split as follows: Freehold properties Leasehold properties over 50 years unexpired Leasehold properties under 50 years unexpired Cost or valuation of land and buildings comprises: Valuation At cost Land and buildings £m Plant and machinery £m Fixtures, fttings, tools and equipment £m 2,018.8 146.5 19.6 (29.5) (1.7) 2,153.7 4.5 3.1 – – 7.6 2,014.3 2,146.1 61.9 9.5 5.7 (4.9) – 72.2 29.3 6.0 (4.5) – 30.8 32.6 41.4 320.3 50.7 0.2 (39.8) – 331.4 167.8 29.0 (39.2) 0.6 158.2 152.5 173.2 Land and buildings £m Plant and machinery £m Fixtures, fttings, tools and equipment £m 1,948.5 98.2 (29.9) 2.0 2,018.8 1.5 3.0 – 4.5 1,947.0 2,014.3 60.0 5.5 (3.6) – 61.9 27.2 5.3 (3.2) 29.3 32.8 32.6 302.0 42.1 (23.8) – 320.3 159.2 30.0 (21.4) 167.8 142.8 152.5 2017 £m 1,830.2 253.2 62.7 2,146.1 2017 £m 1,977.3 176.4 2,153.7 Total £m 2,401.0 206.7 25.5 (74.2) (1.7) 2,557.3 201.6 38.1 (43.7) 0.6 196.6 2,199.4 2,360.7 Total £m 2,310.5 145.8 (57.3) 2.0 2,401.0 187.9 38.3 (24.6) 201.6 2,122.6 2,199.4 2016 £m 1,715.9 244.6 53.8 2,014.3 2016 £m 1,937.0 81.8 2,018.8 If the freehold and leasehold properties had not been revalued, the historical cost net book amount would be £1,578.9 million (2016: £1,442.7 million). Cost at 30 September 2017 includes £43.4 million (2016: £17.3 million) of assets in the course of construction. Interest costs of £1.5 million (2016: £0.8 million) were capitalised in the period in respect of the fnancing of major projects. The capitalisation rates used ranged from 5% to 6% (2016: 5% to 6%). Marston’s PLC Annual Report and Accounts 2017 | 93 Strategic Report | Governance | Financial Statements | Additional Information Notes continued For the 52 weeks ended 30 September 2017 12 PROPERTY, PLANT AND EQUIPMENT (CONTINUED) The net proft on disposal of property, plant and equipment, intangible assets and assets held for sale was £12.5 million (2016: £8.1 million). A net proft on disposal of £12.5 million (2016: £7.6 million) has been included within the Group’s underlying results. The net proft on disposal net of disposal related impairments was £10.5 million (2016: £8.1 million). Capital expenditure authorised and committed at the period end but not provided for in the fnancial statements was £14.4 million (2016: £6.5 million). The net book amount of land and buildings held under fnance leases at 30 September 2017 was £36.3 million (2016: £28.4 million). The net book amount of land and buildings held as part of sale and leaseback arrangements that do not fall within the scope of IAS 17 ‘Leases’ was £337.9 million (2016: £291.2 million). Revaluation/impairment During the current and prior period various properties were reviewed for impairment and/or material changes in value. These valuation adjustments were recognised in the revaluation reserve or the income statement as appropriate. The impact of the revaluations/impairments described above is as follows: Income statement: Impairment Revaluation reserve: Unrealised revaluation surplus Reversal of past revaluation surplus Net (decrease)/increase in shareholders’ equity/property, plant and equipment 2017 £m (3.8) (3.8) 2.3 (0.8) 1.5 (2.3) 2016 £m – – 2.0 – 2.0 2.0 Fair value of land and buildings IFRS 13 ‘Fair Value Measurement’ requires fair value measurements to be recognised using a fair value hierarchy that refects the signifcance of the inputs used in the measurements, according to the following levels: Level 1 – unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 – inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 – inputs for the asset or liability that are not based on observable market data. The table below shows the level in the fair value hierarchy into which the fair value measurements of land and buildings have been categorised: Recurring fair value measurements Land and buildings: Specialised brewery properties Other land and buildings 2017 2016 Level 1 £m Level 2 £m Level 3 £m Total £m Level 1 £m Level 2 £m Level 3 £m Total £m – – – – 2,100.6 2,100.6 45.5 – 45.5 45.5 2,100.6 2,146.1 – – – – 1,989.0 1,989.0 25.3 – 25.3 25.3 1,989.0 2,014.3 There were no transfers between Levels 1, 2 and 3 fair value measurements during the current or prior period. The Level 2 fair values of land and buildings have been obtained using a market approach, primarily using earnings multiples derived from prices in observed transactions involving comparable businesses. Whilst there are two inputs to the fair value measurement of the public house assets, being the fair maintainable trade and the multiplier applied, it is considered that the most signifcant input relates to the multiplier which, being indirectly observable, is a Level 2 input. Thus it has been concluded that since the most signifcant infuence on the valuation is observable indirectly Level 2 is the most appropriate categorisation for these fair value measurements. The Level 3 fair values of the specialised brewery properties have been obtained using a cost approach. These breweries represent properties that are rarely, if ever, sold in the market, except by way of a sale of the business of which they are part, due to the uniqueness arising from their specialised nature, design and confguration. As such the valuation of these properties has been performed using the depreciated replacement cost approach, which values the properties at the current cost of replacing them with their modern equivalents less deductions for physical deterioration and all relevant forms of obsolescence and optimisation. The signifcant unobservable inputs to the Level 3 fair value measurements are: Current cost of modern equivalent asset Amount of adjustment for physical deterioration/obsolescence Sensitivity of fair value to unobservable inputs The higher the cost the higher the fair value The higher the adjustment the lower the fair value 94 | Marston’s PLC Annual Report and Accounts 2017 12 PROPERTY, PLANT AND EQUIPMENT (CONTINUED) Level 3 recurring fair value measurements At beginning of the period Additions Acquisitions Depreciation charge for the period At end of the period 2017 £m 25.3 0.8 19.6 (0.2) 45.5 2016 £m 25.0 0.6 – (0.3) 25.3 The Group’s properties are revalued by external independent qualifed valuers at least once in each rolling three year period. The last external valuation of the Group’s freehold and leasehold properties was performed as at 1 February 2015. The Group has an internal team of qualifed valuers and at each reporting date the estate is reviewed for any indication of signifcant changes in value. Where this is the case internal valuations are performed on a basis consistent with those performed externally. 13 OTHER NON-CURRENT ASSETS Trade loans At beginning of the period Additions Acquisitions Disposals, repayments and impairments At end of the period 2017 £m 10.4 2.5 0.6 (3.2) 10.3 2016 £m 12.1 2.0 – (3.7) 10.4 Other non-current assets are shown net of a provision of £2.4 million (2016: £2.3 million). 14 DEFERRED TAX Deferred tax is calculated on temporary differences between tax bases of assets and liabilities and their carrying amounts under the liability method using a tax rate of 17% (2016: 17%). The movement on the deferred tax accounts is shown below: Net deferred tax liability At beginning of the period Acquisitions Charged/(credited) to the income statement (Credited)/charged to equity: Impairment and revaluation of properties Hedging reserve Retirement benefts Share-based payments At end of the period Recognised in the balance sheet Deferred tax liabilities (after offsetting) Deferred tax assets (after offsetting) 2017 £m 60.8 1.4 6.1 (3.9) 7.9 3.7 – 76.0 2017 £m 76.6 (0.6) 76.0 2016 £m 89.0 – (0.1) (17.4) (2.0) (8.9) 0.2 60.8 2016 £m 77.5 (16.7) 60.8 The movements in deferred tax assets and liabilities (prior to the offsetting of balances within the same jurisdiction as permitted by IAS 12 ‘Income Taxes’) during the period are shown below. Deferred tax assets and liabilities are only offset where there is a legally enforceable right of offset and there is an intention to settle the balances net. Deferred tax assets have been recognised in respect of all tax losses and other temporary differences where it is probable that these assets will be recovered. Deferred tax liabilities At 2 October 2016 Acquisitions Charged/(credited) to the income statement Credited to equity At 30 September 2017 Accelerated capital allowances £m 27.9 (0.2) 2.5 – 30.2 Revaluation of properties £m 97.1 1.9 (0.8) (3.9) 94.3 Rolled over capital gains £m 4.4 – 1.7 – 6.1 Other £m 3.7 – 0.3 – 4.0 Total £m 133.1 1.7 3.7 (3.9) 134.6 Marston’s PLC Annual Report and Accounts 2017 | 95 Strategic Report | Governance | Financial Statements | Additional Information Notes continued For the 52 weeks ended 30 September 2017 14 DEFERRED TAX (CONTINUED) Deferred tax assets At 2 October 2016 Acquisitions Charged to the income statement Charged to equity At 30 September 2017 Net deferred tax liability At 1 October 2016 At 30 September 2017 Deferred tax liabilities At 4 October 2015 Charged/(credited) to the income statement Credited to equity At 1 October 2016 Deferred tax assets At 4 October 2015 Charged to the income statement (Credited)/charged to equity At 1 October 2016 Net deferred tax liability At 3 October 2015 At 1 October 2016 Pensions £m (5.7) – 1.1 3.7 (0.9) Tax losses £m (27.4) – 0.3 – (27.1) Hedging reserve £m (34.0) – – 7.9 (26.1) Accelerated capital allowances £m 30.3 (2.4) – 27.9 Revaluation of properties £m 115.4 (0.9) (17.4) 97.1 Rolled over capital gains £m 3.3 1.1 – 4.4 Pensions £m 3.0 0.2 (3.2) – Pensions £m – – (5.7) (5.7) Tax losses £m (30.4) 3.0 – (27.4) Hedging reserve £m (32.0) – (2.0) (34.0) 15 SUBSIDIARY UNDERTAKINGS Details of the Group’s subsidiary undertakings are provided in note 6 to the Company fnancial statements. 16 INVENTORIES Raw materials and consumables Work in progress Finished goods 17 TRADE AND OTHER RECEIVABLES Trade receivables Prepayments and accrued income Other receivables Other £m (5.2) (0.3) 1.0 – (4.5) Other £m 4.8 (1.1) – 3.7 Other £m (5.4) – 0.2 (5.2) 2017 £m 10.2 1.4 28.6 40.2 2017 £m 68.8 30.7 8.9 108.4 Total £m (72.3) (0.3) 2.4 11.6 (58.6) 60.8 76.0 Total £m 156.8 (3.1) (20.6) 133.1 Total £m (67.8) 3.0 (7.5) (72.3) 89.0 60.8 2016 £m 7.0 0.6 21.1 28.7 2016 £m 41.1 25.7 18.2 85.0 Trade receivables are shown net of a provision of £1.4 million (2016: £1.3 million). Other receivables are shown net of a provision of £3.3 million (2016: £2.5 million). The ageing analysis of trade receivables is as follows: Neither past due nor impaired 30 days or less 31 to 60 days Greater than 60 days 96 | Marston’s PLC Annual Report and Accounts 2017 2017 £m 44.9 9.6 10.0 4.3 68.8 2016 £m 31.4 5.1 1.7 2.9 41.1 17 TRADE AND OTHER RECEIVABLES (CONTINUED) Included within other receivables is an amount of £5.6 million (2016: £6.1 million), net of provision, which relates to amounts due from tenants of licensed properties. A signifcant proportion of this balance is greater than 60 days old. All of the Group’s trade receivables are denominated in pounds sterling. Included within trade receivables are balances which are past due at the balance sheet date but have not been provided for, as these are considered to be recoverable. These balances relate to established customers for whom there is no recent history of default. Trade receivables that are less than three months past due are not generally considered impaired unless there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of the receivables. At 30 September 2017 the value of collateral held in the form of cash deposits was £7.7 million (2016: £7.8 million). 18 ASSETS HELD FOR SALE Properties 2017 £m 2.7 2016 £m 6.6 In accordance with IFRS 5 ‘Non-current Assets Held for Sale and Discontinued Operations’, properties categorised as held for sale have been written down to their fair value less costs to sell. This is a non-recurring fair value measurement falling within Level 2 of the fair value hierarchy. These Level 2 fair values have been obtained using a market approach, and are derived from sales prices in recent transactions involving comparable properties. During the current and prior period, all properties classed as held for sale were reviewed for impairment or reversal of impairment. This review identifed an impairment of £0.1 million (2016: £nil) which has been recognised in the income statement. 19 BORROWINGS Current Unsecured bank borrowings Securitised debt Finance leases Other lease related borrowings Other borrowings Non-current Unsecured bank borrowings Securitised debt Finance leases Other lease related borrowings Preference shares 2017 £m (0.7) 29.5 0.2 (0.2) 120.0 148.8 2017 £m 277.7 776.3 27.6 273.2 0.1 1,354.9 2016 £m 29.2 27.8 0.1 (0.2) 120.0 176.9 2016 £m 232.0 805.8 20.5 219.7 0.1 1,278.1 Other lease related borrowings represent amounts due under sale and leaseback arrangements that do not fall within the scope of IAS 17 ‘Leases’. The Group has an option to repurchase each leased property for a nominal amount at the end of the lease. The leases have terms of 35 to 40 years and rents which are linked to RPI, subject to a cap and collar. Other borrowings represent amounts drawn down under the securitisation’s liquidity facility. During the period ended 4 October 2014 the facility’s provider, the Royal Bank of Scotland Group plc, had its short-term credit rating downgraded below the minimum prescribed in the facility agreement and as such the Group exercised its entitlement to draw the full amount of the facility and hold it in a designated bank account. The corresponding balance of £120.0 million held in the relevant bank account is included within other cash deposits (2016: £120.0 million in cash and cash equivalents). The Group has 75,000 (2016: 75,000) preference shares of £1 each in issue at the balance sheet date. The preference shares carry the right to a fxed cumulative preferential dividend at the rate of 6% per annum (they are also entitled to a non-cumulative dividend of 1% per annum provided that dividends of not less than £24,000 have been paid on the ordinary shares in that year). They participate in the event of a winding-up and on a return of capital and carry the right to attend and vote at general meetings of the Company, carrying four votes per share. All of the Group’s borrowings are denominated in pounds sterling. There were no instances of default, including covenant terms, in either the current or prior period. Marston’s PLC Annual Report and Accounts 2017 | 97 Strategic Report | Governance | Financial Statements | Additional Information Notes continued For the 52 weeks ended 30 September 2017 19 BORROWINGS (CONTINUED) Maturity of borrowings The maturity profle of the carrying amount of the Group’s borrowings at the period end was as follows: Due: Within one year In more than one year but less than two years In more than two years but less than fve years In more than fve years Gross borrowings £m 150.2 39.1 386.8 956.6 1,532.7 2017 Unamortised issue costs £m (1.4) (1.5) (3.9) (22.2) (29.0) Net borrowings £m 148.8 37.6 382.9 934.4 1,503.7 Gross borrowings £m 178.5 30.2 334.0 936.3 1,479.0 2016 Unamortised issue costs £m (1.6) (1.5) (2.3) (18.6) (24.0) Net borrowings £m 176.9 28.7 331.7 917.7 1,455.0 Fair value of borrowings The carrying amount and the fair value of the Group’s borrowings are as follows: Unsecured bank borrowings Securitised debt Finance leases Other lease related borrowings Other borrowings Preference shares Carrying amount 2017 £m 280.0 811.1 27.8 293.7 120.0 0.1 1,532.7 2016 £m 263.0 839.5 20.6 235.8 120.0 0.1 1,479.0 Fair value 2017 £m 280.0 808.4 27.8 293.7 120.0 0.1 1,530.0 2016 £m 263.0 845.9 20.6 235.8 120.0 0.1 1,485.4 The fair value of the Group’s securitised debt is based on quoted market prices and is within Level 1 of the fair value hierarchy. The fair values of all of the Group’s other borrowings approximate to their carrying amounts and are within Level 2 of the fair value hierarchy. 20 SECURITISED DEBT On 9 August 2005 £805.0 million of secured loan notes were issued in connection with the securitisation of 1,592 of the Group’s pubs held in Marston’s Pubs Limited. On 22 November 2007, a further £330.0 million of secured loan notes (tranches A4 and AB1) were issued in connection with the securitisation of an additional 437 of the Group’s pubs, also held in Marston’s Pubs Limited. The loan notes are secured over the properties and their future income streams and were issued by Marston’s Issuer PLC, a special purpose entity. On 15 January 2014 all of the AB1 notes were repurchased by the Group at par and immediately cancelled. During the period ended 30 September 2017, 32 (2016: 49) of the securitised pubs were sold to third parties, one pub (2016: none) was sold to other members of the Group and no pubs (2016: 4) were acquired from third parties. The carrying amount of the securitised pubs at 30 September 2017 was £1,269.8 million (2016: £1,251.8 million). The securitisation is governed by various covenants, warranties and events of default, many of which apply to Marston’s Pubs Limited. These include covenants regarding the maintenance and disposal of securitised properties and restrictions on the ability to move cash to other companies within the Group. The tranches of securitised debt have the following principal terms: Tranche A1 A2 A3 A4 B 2017 £m 60.3 214.0 200.0 181.8 155.0 811.1 2016 £m 79.5 214.0 200.0 191.0 155.0 839.5 Interest Floating Fixed/floating Fixed/floating Floating Fixed/floating Principal repayment period – by instalments 2017 to 2020 2020 to 2027 2027 to 2032 2017 to 2031 2032 to 2035 Expected average life 3 years 10 years 15 years 14 years 18 years Expected maturity date 2020 2027 2032 2031 2035 98 | Marston’s PLC Annual Report and Accounts 2017 20 SECURITISED DEBT (CONTINUED) The interest payable on each tranche is as follows: Tranche A1 A2 A3 A4 B Before step up 3 month LIBOR + 0.55% 5.1576% 5.1774% 3 month LIBOR + 0.65% 5.6410% After step up 3 month LIBOR + 1.375% 3 month LIBOR + 1.32% 3 month LIBOR + 1.45% 3 month LIBOR + 1.625% 3 month LIBOR + 2.55% Step up date July 2012 July 2019 April 2027 October 2012 July 2019 All foating rate notes are hedged in full by the Group using interest rate swaps whereby all interest payments are swapped to fxed interest payable. At 30 September 2017 Marston’s Pubs Limited held cash of £39.2 million (2016: £48.1 million), which was governed by certain restrictions under the covenants associated with the securitisation. In addition, Marston’s Issuer PLC held cash of £0.1 million (2016: £120.1 million) and other cash deposits of £120.0 million (2016: £nil) principally in respect of the amounts drawn down under the liquidity facility. 21 DERIVATIVE FINANCIAL INSTRUMENTS Interest rate swaps Current liabilities Non-current liabilities Details of the Group’s interest rate swaps are provided in note 25. 22 TRADE AND OTHER PAYABLES Trade payables Other taxes and social security Accruals and deferred income Other payables 23 PROVISIONS FOR OTHER LIABILITIES AND CHARGES Property leases At beginning of the period Released in the period Provided in the period Unwinding of discount Utilised in the period At end of the period Recognised in the balance sheet Current liabilities Non-current liabilities 2017 £m (28.7) (159.2) (187.9) 2016 £m (38.0) (202.7) (240.7) 2017 £m 113.6 30.1 98.3 14.1 256.1 2017 £m 38.8 (6.9) 3.5 0.5 (5.7) 30.2 2017 £m 3.3 26.9 30.2 2016 £m 88.2 28.1 63.2 15.4 194.9 2016 £m 41.5 (3.4) 5.5 0.9 (5.7) 38.8 2016 £m 4.3 34.5 38.8 When valuations of leasehold properties (based on future estimated income streams) give rise to a defcit as a result of onerous lease conditions they are recognised as liabilities in provisions. Other contractual property costs are also recorded as provisions as appropriate. Payments are expected to continue on these properties for periods of 1 to 52 years (2016: 1 to 76 years). The £1.6 million decrease (2016: £4.4 million increase) in the provision as a result of updating the discount rate assumptions used in the calculation has been classifed as a non-underlying item (note 4). 24 OTHER NON-CURRENT LIABILITIES Other liabilities 2017 £m 0.6 2016 £m 0.6 Marston’s PLC Annual Report and Accounts 2017 | 99 Strategic Report | Governance | Financial Statements | Additional Information Notes continued For the 52 weeks ended 30 September 2017 25 FINANCIAL INSTRUMENTS Financial instruments by category The accounting policies for fnancial instruments have been applied to the line items below: At 30 September 2017 Assets as per the balance sheet Trade receivables (before provision) Other receivables (before provision) Trade loans (before provision) Other cash deposits Cash and cash equivalents At 30 September 2017 Liabilities as per the balance sheet Derivative fnancial instruments Borrowings Trade payables Other payables At 1 October 2016 Assets as per the balance sheet Trade receivables (before provision) Other receivables (before provision) Trade loans (before provision) Cash and cash equivalents At 1 October 2016 Liabilities as per the balance sheet Derivative fnancial instruments Borrowings Trade payables Other payables Loans and receivables £m 70.2 12.2 12.7 120.0 54.6 269.7 Other fnancial liabilities £m – 1,503.7 113.6 14.1 1,631.4 Loans and receivables £m 42.4 20.7 12.7 185.6 261.4 Other fnancial liabilities £m – 1,455.0 88.2 15.4 1,558.6 Total £m 70.2 12.2 12.7 120.0 54.6 269.7 Total £m 187.9 1,503.7 113.6 14.1 1,819.3 Total £m 42.4 20.7 12.7 185.6 261.4 Total £m 240.7 1,455.0 88.2 15.4 1,799.3 Liabilities at fair value through proft or loss £m 28.7 – – – 28.7 Derivatives used for hedging £m 159.2 – – – 159.2 Liabilities at fair value through proft or loss £m 38.0 – – – 38.0 Derivatives used for hedging £m 202.7 – – – 202.7 Fair values of fnancial instruments The only fnancial instruments which the Group holds at fair value are derivative fnancial instruments, which are classifed as at fair value through proft or loss or derivatives used for hedging. IFRS 13 ‘Fair Value Measurement’ requires fair value measurements to be recognised using a fair value hierarchy that refects the signifcance of the inputs used in the measurements, according to the following levels: Level 1 – unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 – inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 – inputs for the asset or liability that are not based on observable market data. The table below shows the level in the fair value hierarchy into which fair value measurements have been categorised: Liabilities as per the balance sheet Derivative fnancial instruments 2017 2016 Level 1 £m – Level 2 £m 187.9 Level 3 £m – Total £m 187.9 Level 1 £m – Level 2 £m 240.7 Level 3 £m – Total £m 240.7 100 | Marston’s PLC Annual Report and Accounts 2017 25 FINANCIAL INSTRUMENTS (CONTINUED) There were no transfers between Levels 1, 2 and 3 fair value measurements during the current or prior period. The Level 2 fair values of derivative fnancial instruments have been obtained using a market approach and refect the estimated amount the Group would expect to pay or receive on termination of the instruments. The Group utilises valuations from counterparties who use a variety of assumptions based on market conditions existing at each balance sheet date. The fair values of all non-derivative fnancial instruments are equal to their book values, with the exception of borrowings (note 19). The carrying amount less impairment provision of trade receivables, other receivables and trade loans, and the carrying amount of trade payables and other payables, are assumed to approximate their fair values. Financial risk factors The Group’s activities expose it to a variety of fnancial risks: market risk (including interest rate risk and foreign currency risk), counterparty risk, credit risk and liquidity risk. The Group’s overall risk management programme focuses on the unpredictability of fnancial markets and seeks to minimise potential adverse effects on the Group’s fnancial performance. The Group uses derivative fnancial instruments to hedge certain risk exposures. Risk management is carried out by a central treasury department (Group Treasury) under policies approved by the Board. Group Treasury identifes, evaluates and hedges fnancial risks. The Board provides principles for overall risk management, as well as policies covering specifc areas, such as interest rate risk, credit risk, investment of excess liquidity and use of derivative and non-derivative fnancial instruments. Interest rate risk: The Group’s income and operating cash fows are substantially independent of changes in market interest rates, and as such the Group’s interest rate risk arises from its borrowings. Borrowings issued at variable rates expose the Group to cash fow interest rate risk. Borrowings issued at fxed rates expose the Group to fair value interest rate risk. The Group analyses its interest rate exposure on a dynamic basis. Various scenarios are simulated taking into consideration refnancing, renewal of existing positions, alternative fnancing and hedging. Based on these scenarios, the Group calculates the impact on the income statement of a defned interest rate shift. The scenarios are run only for liabilities that represent the major interest-bearing positions. The Group manages its cash fow interest rate risk by using foating-to-fxed interest rate swaps. Such interest rate swaps have the economic effect of converting borrowings from foating rates to fxed rates. Generally, the Group raises borrowings at foating rates and often swaps them into fxed rates that are lower than those available if the Group borrowed at fxed rates directly. Under the interest rate swaps, the Group agrees with other parties to exchange, at specifed intervals, the difference between fxed contract and foating rate interest amounts calculated by reference to the agreed notional amounts. If interest rates had been 0.5% higher/lower during the period ended 30 September 2017, with all other variables held constant, post-tax proft for the period would have been £0.7 million (2016: £0.6 million) lower/higher as a result of higher/lower interest expense. Interest rate swaps designated as part of a hedging arrangement The Group uses interest rate swaps to fx the interest rate payable on the foating rate tranches of its securitised debt (note 20). The notional principal amounts of these interest rate swap contracts at 30 September 2017 totalled £242.1 million (2016: £270.5 million). These interest rate swaps, including borrowing margins, fx interest at 6.2% and 6.1%. The movement in fair value recognised in other comprehensive income in the period was a gain of £46.4 million (2016: loss of £39.6 million). The movement in fair value recognised in the income statement in the period was a loss of £2.9 million (2016: gain of £3.9 million). Interest rate swaps not designated as part of a hedging arrangement On 22 March 2012 the Group entered into two forward starting interest rate swaps of £60.0 million each to fx the interest rate payable on the Group’s unsecured bank borrowings. These interest rate swaps previously fxed interest at 3.0% until 28 April 2016 and at 4.5% thereafter and were due to terminate on 28 April 2023. In the prior period the termination date of the swaps was extended to 30 April 2025 and the terms were amended to fx interest at 3.0% until 30 April 2018 and 4.5% and 4.6% thereafter. In total, the fair value of the two swaps at inception was £(18.9) million. The movement in fair value recognised in the income statement in the period was a gain of £9.3 million (2016: loss of £12.3 million). The interest rate risk profle, after taking account of derivative fnancial instruments, is as follows: Borrowings Floating rate fnancial liabilities £m 601.5 2017 Fixed rate fnancial liabilities £m 931.2 Floating rate fnancial liabilities £m 519.4 Total £m 1,532.7 2016 Fixed rate fnancial liabilities £m 959.6 Total £m 1,479.0 The weighted average interest rate of the fxed rate borrowings was 5.2% (2016: 5.3%) and the weighted average period for which the rate is fxed was 12 years (2016: 13 years). Foreign currency risk: The Group buys and sells goods denominated in non-sterling currencies, principally US dollars and euros. As a result, movements in exchange rates can affect the value of the Group’s income and expenditure. The Group’s exposure in this area is not considered to be signifcant. Counterparty risk: The Group’s counterparty risk in respect of its cash and cash equivalents and other cash deposits is mitigated by the use of various banking institutions for its deposits. There is no signifcant concentration of counterparty risk in respect of the Group’s pension assets, as these are held with a range of institutions. Marston’s PLC Annual Report and Accounts 2017 | 101 Strategic Report | Governance | Financial Statements | Additional Information Notes continued For the 52 weeks ended 30 September 2017 25 FINANCIAL INSTRUMENTS (CONTINUED) Credit risk: Credit risk is managed on a Group basis. Credit risk arises from credit exposure to customers, including outstanding receivables and committed transactions. If customers are independently rated, these ratings are used. Otherwise, if there is no independent rating, an assessment is made of the credit quality of the customer, taking into account its fnancial position, past experience and other factors. Individual credit limits are set based on internal or external ratings in accordance with limits set by the Board. The utilisation of and adherence to credit limits is regularly monitored. A provision for impairment of trade receivables, other receivables and trade loans has been estimated by management and is based on prior experience and known factors at the balance sheet date after taking into account collateral held in the form of cash deposits and fxtures and fttings. Receivables are written off against the provision for impairment when management considers that the debt is no longer recoverable. The Group has no signifcant concentration of credit risk in respect of its customers. The maximum exposure to credit risk at the reporting date is the carrying value of each class of receivable. Liquidity risk: The Group applies a prudent liquidity risk management policy, which involves maintaining suffcient cash, ensuring the availability of funding through an adequate amount of committed credit facilities and having the ability to close out market positions. Due to the dynamic nature of the underlying business, Group Treasury maintains the availability of committed credit lines to ensure that the Group has fexibility in funding. Management monitors rolling forecasts of the Group’s liquidity reserve (comprising undrawn borrowing facilities and cash and cash equivalents) on the basis of expected cash fow. In addition, the Group’s liquidity management policy involves maintaining debt fnancing plans, projecting cash fows and considering the level of liquid assets necessary to meet these, and monitoring balance sheet liquidity ratios against internal and external regulatory requirements. The Group’s borrowing covenants are subject to regular review. The tables below analyse the Group’s fnancial liabilities and non-settled derivative fnancial instruments into relevant maturity groupings based on the remaining period at the balance sheet date to the contractual maturity date. The amounts disclosed in the tables are the contractual undiscounted cash fows. At 30 September 2017 Borrowings Derivative fnancial instruments Trade payables Other payables At 1 October 2016 Borrowings Derivative fnancial instruments Trade payables Other payables Less than 1 year £m 212.1 14.5 113.6 14.1 354.3 Less than 1 year £m 240.2 14.2 88.2 15.4 358.0 Between 1 and 2 years £m 96.2 14.4 – – 110.6 Between 1 and 2 years £m 89.0 15.3 – – 104.3 Between 2 and 5 years £m 533.4 72.9 – – 606.3 Between 2 and 5 years £m 480.8 74.7 – – 555.5 Over 5 years £m 1,609.2 124.8 – – 1,734.0 Over 5 years £m 1,601.4 172.0 – – 1,773.4 Total £m 2,450.9 226.6 113.6 14.1 2,805.2 Total £m 2,411.4 276.2 88.2 15.4 2,791.2 26 RETIREMENT BENEFITS During the period the Group contributed to a funded defned beneft pension plan and a number of defned contribution pension plans. Defned contribution plans Pension costs for defned contribution plans are as follows: Defned contribution plans 2017 £m 7.4 2016 £m 6.8 Defned beneft plan The Marston’s PLC Pension and Life Assurance Scheme is a fnal salary pension plan which provides benefts to members in the form of a guaranteed level of pension payable for life. The plan closed to future accrual on 30 September 2014 and the link to future salary increases was also removed. The plan operates under the UK regulatory framework and is governed by a board of Trustees composed of plan participants and representatives of the Group. The Trustees make investment decisions and set the required contribution rates based on independent actuarial advice. The key risks to which the plan exposes the Group are as follows: • Volatility of plan assets • Changes in bond yields • Infation risk • Changes in life expectancy 102 | Marston’s PLC Annual Report and Accounts 2017 26 RETIREMENT BENEFITS (CONTINUED) The movements in the fair value of plan assets and the present value of the defned beneft obligation during the period were: At beginning of the period Interest income/(expense) Remeasurements: Return on plan assets (excluding interest income) Effect of changes in fnancial assumptions Cash fows: Employer contributions Administrative expenses paid from plan assets Benefts paid At end of the period Fair value of plan assets 2017 £m 543.4 12.3 (5.2) – 8.3 (0.8) (25.6) 532.4 2016 £m 482.7 17.5 59.3 – 7.6 (0.9) (22.8) 543.4 Present value of defned beneft obligation 2017 £m (577.4) (13.0) 2016 £m (467.7) (16.8) – 27.0 – – 25.6 (537.8) – (115.7) – – 22.8 (577.4) Net (defcit)/ surplus 2017 £m (34.0) (0.7) (5.2) 27.0 8.3 (0.8) – (5.4) 2016 £m 15.0 0.7 59.3 (115.7) 7.6 (0.9) – (34.0) Pension costs recognised in the income statement A charge of £0.7 million (2016: credit of £0.7 million) comprising the net interest on the net defned beneft asset/liability is included within exceptional fnance costs/income and a charge of £0.8 million (2016: £0.9 million) comprising the administrative expenses paid from plan assets is included within fnance costs. An updated actuarial valuation of the plan was performed by Mercer as at 30 September 2017 for the purposes of IAS 19 ‘Employee Benefts’. The principal assumptions made by the actuaries were: Discount rate Rate of increase in pensions – 5% LPI Rate of increase in pensions – 2.5% LPI Infation assumption (RPI) Infation assumption (CPI) Employed deferred revaluation Life expectancy for deferred members from age 65 (years) Male Female Life expectancy for current pensioners from age 65 (years) Male Female 2017 2.7% 3.1% 2.2% 3.1% 2.1% 2.1% 23.5 26.0 21.7 24.1 2016 2.3% 2.9% 2.1% 2.9% 1.9% 1.9% 23.4 25.9 21.7 24.0 Mortality assumptions are based on standard tables adjusted for plan experience and with an allowance for future improvement in life expectancy. The sensitivity of the defned beneft obligation to changes in the principal actuarial assumptions is: Discount rate Infation assumption Life expectancy Change in assumption 0.25% 0.25% One year Increase in assumption Decrease by 4.2% Increase by 2.3% Increase by 3.8% Decrease in assumption Increase by 4.5% Decrease by 2.3% Decrease by 3.7% The above sensitivity analyses have been determined by changing one assumption while holding all other assumptions constant. This is unlikely to be the case in practice as changes in some of the assumptions could be correlated. When calculating the above sensitivities the same method has been applied as when calculating the net defned beneft asset/liability in the balance sheet i.e. the present value of the defned beneft obligation calculated using the Projected Unit Credit Method. Plan assets are comprised as follows: Equities/Properties Bonds/Gilts Cash/Other Buy-in policy (matching annuities) 2017 £m 131.8 189.8 6.4 204.4 532.4 2016 £m 149.5 201.8 13.0 179.1 543.4 Marston’s PLC Annual Report and Accounts 2017 | 103 Strategic Report | Governance | Financial Statements | Additional Information Notes continued For the 52 weeks ended 30 September 2017 26 RETIREMENT BENEFITS (CONTINUED) The actual return on plan assets was a gain of £7.1 million (2016: £76.8 million). A proportion of the defned beneft obligation has been secured by a buy-in policy and as such this proportion of liabilities is matched by annuities. The Trustees of the plan hold a range of assets and are aiming to better align the cash fows from these to those of the plan. They are also working with the Group to de-risk their portfolio further. To this end changes to the allocation of assets have occurred during the current period. The Group is aiming to eliminate the plan’s funding defcit in the medium term. A schedule of contributions was agreed as part of the 30 September 2014 triennial valuation and contributions of £0.5 million per month are payable until 30 September 2018 as well as contributions in respect of the plan’s expenses. These contributions may continue until 2030 depending on the plan’s funding position. The Group has also agreed to pledge additional security for six years from 2015. The next triennial valuation will be performed as at 30 September 2017. The employer contributions expected to be paid during the fnancial period ending 29 September 2018 amount to £7.8 million. The weighted average duration of the defned beneft obligation is 17 years. Post-retirement medical benefts A gain of £nil (2016: £0.1 million) in respect of the remeasurement of post-retirement medical benefts has been included in the statement of comprehensive income. 27 SHARE-BASED PAYMENTS During the period there were three classes of equity-settled employee share incentive plans outstanding: (a) Save As You Earn (SAYE). Under this scheme employees enter into a savings contract for a period of three to seven years and options are granted on commencement of the contract, exercisable using the amount saved under the contract at the time it terminates. Options under the scheme are granted at a discount of 20% to the market price of the shares at the time of the invitation and are not subject to performance conditions. Exercise of options is subject to continued employment. (b) Deferred bonus. Under this scheme nil cost options are granted to eligible employees in lieu of a cash bonus. Exercise of options is subject to continued employment. (c) Long Term Incentive Plan (LTIP). Under this scheme nil cost options are granted that will only vest provided the participant satisfes the minimum shareholding requirement and performance conditions relating to earnings per share, return on capital, free cash fow and relative total shareholder return, as set out in the Directors’ Remuneration Report on pages 58 to 59 are met. In 2010, HM Revenue & Customs (HMRC) approved an Approved Performance Share Plan (APSP) to enable participants in the LTIP to beneft from UK tax effciencies. As such, awards made in 2010 and subsequent years may comprise an HMRC approved option (in respect of the frst £30,000 worth of an award) and an unapproved LTIP award for amounts in excess of this HMRC limit. A further share award (a linked award) is also provided to enable participants to fund the exercise of the approved option. This linked award is satisfed by way of shares held on trust but these additional shares are not generally delivered to the participant. Under these rules the LTIP options are still issued at nil cost to the employee. The tables below summarise the outstanding share options. SAYE: Outstanding at beginning of the period Granted Exercised Expired Outstanding at end of the period Exercisable at end of the period Range of exercise prices Weighted average remaining contractual life (years) Deferred bonus: Outstanding at beginning of the period Granted Outstanding at end of the period Exercisable at end of the period Exercise price 104 | Marston’s PLC Annual Report and Accounts 2017 Number of shares 2017 m 6.8 4.1 (0.4) (2.1) 8.4 1.4 76.1p to 136.0p 2.7 2016 m 6.4 2.2 (0.9) (0.9) 6.8 0.1 76.1p to 136.0p 2.8 Number of shares 2017 m 0.1 0.1 0.2 – – 2016 m – 0.1 0.1 – – Weighted average exercise price 2017 p 123.3 110.0 84.9 126.4 117.8 120.1 2016 p 120.9 124.0 105.1 125.8 123.3 109.2 Weighted average exercise price 2017 p – – – 2016 p – – – 27 SHARE-BASED PAYMENTS (CONTINUED) LTIP: Outstanding at beginning of the period Granted Exercised Expired Outstanding at end of the period Exercisable at end of the period Exercise price Number of shares 2017 m 6.3 2.4 (0.3) (2.4) 6.0 – – 2016 m 6.0 2.0 (0.7) (1.0) 6.3 – – Weighted average exercise price 2017 p – – – – – 2016 p – – – – – LTIP and deferred bonus options are exercisable no later than the tenth anniversary of the date of grant. The fair values of the SAYE, deferred bonus and LTIP rights are calculated at the date of grant using the Black-Scholes option-pricing model. The signifcant inputs into the model for all schemes unless otherwise stated were: Dividend yield % Expected volatility % Risk-free interest rate % Expected life of rights SAYE Deferred bonus LTIP 2017 5.5 to 5.6 19.7 to 20.5 0.2 to 0.4 2016 4.4 to 4.7 19.4 to 20.2 0.6 to 0.8 3 to 5 years 1 year 3 years 3 to 5 years 1 year 3 years The expected volatility is based on historical volatility over the expected life of the rights. The weighted average fair value of options granted during the period in relation to the SAYE was 9.5p (2016: 15.6p). The fair value of options granted during the period in relation to the deferred bonus scheme was 113.0p (2016: 143.3p). The fair value of options granted during the period in relation to the LTIP was 105.7p (2016: 128.9p). The weighted average share price for options exercised over the period was 120.5p (2016: 158.7p). The total charge for the period relating to employee share-based payment plans was £0.9 million (2016: £0.4 million), all of which related to equity-settled share-based payment transactions. After tax, the total charge was £0.9 million (2016: £0.3 million). 28 EQUITY SHARE CAPITAL Allotted, called up and fully paid Ordinary shares of 7.375p each: At beginning of the period Allotted At end of the period 2017 Number m 602.8 57.6 660.4 Value £m 44.4 4.3 48.7 2016 Number m 602.8 – 602.8 Value £m 44.4 – 44.4 In May 2017, the Group issued 57.6 million ordinary shares of 7.375p each. The net proceeds were £75.5 million and as the share issue qualifed for merger relief under section 612 of the Companies Act 2006, the excess of the net proceeds over the nominal value of the shares issued has been credited to a merger reserve rather than the share premium account (note 29). 29 OTHER COMPONENTS OF EQUITY The merger reserve of £71.2 million (2016: £nil) arose on the issue of ordinary shares in the current period and represents the difference between the nominal value of the shares issued and the net proceeds received (note 28). The capital redemption reserve of £6.8 million (2016: £6.8 million) arose on share buybacks. Own shares represent the carrying value of the investment in treasury shares and shares held on trust for employee share schemes (including executive share option schemes) as set out in the table below. The trustees of the schemes are Banks’s Brewery Insurance Limited, a wholly- owned subsidiary of Marston’s PLC, and Computershare Trustees (C.I.) Limited. Shares held on trust for employee share schemes Treasury shares 2017 2016 Number m 0.3 26.4 26.7 Value £m 0.5 110.8 111.3 Number m 0.6 26.8 27.4 Value £m 1.2 112.5 113.7 Marston’s PLC Annual Report and Accounts 2017 | 105 Strategic Report | Governance | Financial Statements | Additional Information Notes continued For the 52 weeks ended 30 September 2017 29 OTHER COMPONENTS OF EQUITY (CONTINUED) The market value of own shares held is £29.0 million (2016: £40.2 million). Shares held on trust for employee share schemes represent nil% (2016: 0.1%) of issued share capital. Treasury shares held represent 4.0% (2016: 4.4%) of issued share capital. Dividends on own shares have been waived. Capital management The Group considers its capital to comprise total equity (as disclosed on the face of the Group balance sheet) and net debt (note 30). In managing its capital the primary objective is to ensure that the Group is able to continue to operate as a going concern and to maximise return to shareholders through a combination of capital growth and distributions. The Group seeks to maintain a ratio of debt to equity that both balances risks and returns at an acceptable level and retains suffcient funds to comply with lending covenants, achieve working capital targets and meet investment requirements. The Board reviews the Group’s dividend policy and funding requirements at least once a year. 30 NET DEBT Analysis of net debt Cash and cash equivalents Cash at bank and in hand Financial assets Other cash deposits Debt due within one year Unsecured bank borrowings Securitised debt Finance leases Other lease related borrowings Other borrowings Debt due after one year Unsecured bank borrowings Securitised debt Finance leases Other lease related borrowings Preference shares Net debt Non-cash movements and deferred issue costs £m – – – – (0.1) (30.1) (0.2) – – (30.4) 1.3 29.5 (7.1) 4.4 – 28.1 (2.3) Cash fow £m (131.0) (131.0) 120.0 120.0 30.0 28.4 0.1 – – 58.5 (47.0) – – (57.9) – (104.9) (57.4) 2016 £m 185.6 185.6 – – (29.2) (27.8) (0.1) 0.2 (120.0) (176.9) (232.0) (805.8) (20.5) (219.7) (0.1) (1,278.1) (1,269.4) 2017 £m 54.6 54.6 120.0 120.0 0.7 (29.5) (0.2) 0.2 (120.0) (148.8) (277.7) (776.3) (27.6) (273.2) (0.1) (1,354.9) (1,329.1) Other borrowings represent amounts drawn down under the securitisation’s liquidity facility. During the period ended 4 October 2014 the facility’s provider, the Royal Bank of Scotland Group plc, had its short-term credit rating downgraded below the minimum prescribed in the facility agreement and as such the Group exercised its entitlement to draw the full amount of the facility and hold it in a designated bank account. The corresponding balance of £120.0 million held in the relevant bank account is included within other cash deposits (2016: £120.0 million in cash and cash equivalents). The amount drawn down can only be used for the purpose of meeting the securitisation’s debt service obligations should there ever be insuffcient funds available from operations to meet such payments. As such this amount is considered to be restricted cash. Included within cash and cash equivalents is an amount of £0.5 million (2016: £0.6 million) relating to a letter of credit with Royal Sun Alliance Insurance, an amount of £1.4 million (2016: £1.5 million) relating to a letter of credit with Aviva, and an amount of £7.7 million (2016: £7.8 million) relating to collateral held in the form of cash deposits. These amounts are also considered to be restricted cash. In addition, any other cash held in connection with the securitised business is governed by certain restrictions under the covenants associated with the securitisation (note 20). Reconciliation of net cash fow to movement in net debt (Decrease)/increase in cash and cash equivalents in the period Increase in other cash deposits Cash infow from movement in debt Change in debt resulting from cash fows Non-cash movements and deferred issue costs Movement in net debt in the period Net debt at beginning of the period Net debt at end of the period 106 | Marston’s PLC Annual Report and Accounts 2017 2017 £m (131.0) 120.0 (46.4) (57.4) (2.3) (59.7) (1,269.4) (1,329.1) 2016 £m 1.2 – (26.9) (25.7) 1.3 (24.4) (1,245.0) (1,269.4) 30 NET DEBT (CONTINUED) Reconciliation of net debt before lease fnancing to net debt Cash and cash equivalents Other cash deposits Unsecured bank borrowings Securitised debt Other borrowings Preference shares Net debt before lease fnancing Finance leases Other lease related borrowings Net debt 31 WORKING CAPITAL AND NON-CASH MOVEMENTS Working capital movement Increase in inventories (Increase)/decrease in trade and other receivables Increase in trade and other payables Non-cash movements Income from other non-current assets Movements in respect of property, plant and equipment, assets held for sale and intangible assets Share-based payments 2017 £m 54.6 120.0 (277.0) (805.8) (120.0) (0.1) (1,028.3) (27.8) (273.0) (1,329.1) 2016 £m 185.6 – (261.2) (833.6) (120.0) (0.1) (1,029.3) (20.6) (219.5) (1,269.4) 2017 £m (3.0) (4.9) 46.7 38.8 2017 £m (0.2) (8.6) 0.9 (7.9) 2016 £m (0.5) 4.4 5.0 8.9 2016 £m (0.2) (8.1) 0.4 (7.9) Further details of movements in respect of property, plant and equipment, assets held for sale and intangible assets are given in notes 11, 12 and 18. 32 OPERATING LEASES The Group as lessee The Group leases various properties and equipment under non-cancellable operating leases. The leases have various terms, escalation clauses and renewal rights. Future minimum lease rentals payable under non-cancellable operating leases are as follows: Due: Within one year In more than one year but less than fve years In more than fve years 2017 2016 Land and buildings £m 19.2 70.6 331.0 420.8 Other £m 0.6 0.6 – 1.2 Land and buildings £m 25.3 64.4 273.9 363.6 Other £m 0.4 0.3 – 0.7 The Group as lessor The Group leases a proportion of its licensed estate and other unlicensed properties to tenants. The majority of lease agreements have terms of 21 years or less and are classifed as operating leases. Future minimum lease rentals receivable under non-cancellable operating leases are as follows: Due: Within one year In more than one year but less than fve years In more than fve years 2017 2016 Land and buildings £m 18.5 58.9 77.8 155.2 Other £m – – – – Land and buildings £m 21.1 67.7 92.7 181.5 Other £m – – – – Marston’s PLC Annual Report and Accounts 2017 | 107 Strategic Report | Governance | Financial Statements | Additional Information Notes continued For the 52 weeks ended 30 September 2017 33 FINANCE LEASES The Group leases a number of properties under fnance leases. The leases have various terms, escalation clauses and renewal rights. Future minimum lease payments under fnance leases are as follows: Due: Within one year In more than one year but less than fve years In more than fve years Future fnance charges Present value of fnance lease obligations The present value of fnance lease obligations is as follows: Due: Within one year In more than one year but less than fve years In more than fve years Present value of fnance lease obligations 2017 £m 1.6 12.5 36.4 50.5 (22.7) 27.8 2017 £m 0.2 8.0 19.6 27.8 2016 £m 1.2 5.1 37.6 43.9 (23.3) 20.6 2016 £m 0.1 0.7 19.8 20.6 34 CONTINGENT LIABILITIES AND FINANCIAL COMMITMENTS On 9 August 2005 the Group entered into a Tax Deed of Covenant, which was amended on 22 November 2007, the primary objective of which was to ensure that the Group did not trigger a de-grouping liability comprising Capital Gains Tax (CGT) and Stamp Duty Land Tax (SDLT). This would arise in the event of Marston’s Pubs Limited being sold outside the Group, within six years of the relevant asset transfer date for CGT purposes, and within three years of the relevant asset transfer date for SDLT purposes. Due to the passage of time and changes in the statutory rate of corporation tax, the total potential de-grouping liability now stands at £2.3 million (2016: £3.6 million), of which £2.3 million (2016: £3.1 million) relates to CGT and £nil (2016: £0.5 million) relates to SDLT. The Group has issued a letter of credit in favour of Royal Sun Alliance Insurance totalling £0.5 million (2016: £0.6 million) and a letter of credit in favour of Aviva totalling £1.4 million (2016: £1.5 million) to secure reinsurance contracts. The letters of credit are secured on fxed deposits for the same amount. The Group has also entered into a Deed of Guarantee with the Trustees of the Marston’s PLC Pension and Life Assurance Scheme (‘the Scheme’) whereby it guarantees to the Trustees the ongoing obligations of the Group to contribute to the Scheme, and the obligations of the Group to contribute to the Scheme in the event of a debt becoming due under section 75 of the Pensions Act 1995 on the occurrence of either a Group company entering liquidation or the Scheme winding up. 35 CHARLES WELLS ACQUISITION On 2 June 2017, the Group acquired Bedford Canning Company Limited, containing the beer business of Charles Wells. The business incorporates a portfolio of well-known brands including Bombardier, Young’s and McEwan’s. The acquisition is consistent with the Group’s strategy of focussing on premium beer brands with local provenance, and provides further opportunities for growth in the developing free trade market. Additionally, the acquisition further strengthens the Group’s presence in London and the South East and presents a platform to expand into Scotland. The table below summarises the consideration paid, the provisional fair values of the assets acquired and liabilities assumed and the resulting goodwill. Brands Property, plant and equipment Trade loans Inventories Trade and other receivables Trade and other payables Deferred tax Goodwill Cash consideration 2017 £m 30.0 25.5 0.6 8.5 27.3 (2.8) (1.4) 2.8 90.5 None of the goodwill arising is expected to be deductible for tax purposes. Acquisition related costs of £0.6 million have been recognised within other net operating charges. If the acquisition date had been the beginning of the current period then the underlying revenue and proft of the Group for the current period would have been £1,070.9 million and £87.3 million respectively. Since acquisition the Group has integrated the operations of the acquired business into the Group’s existing operations. As a result it is impractical to isolate the revenue and proft of the acquired business that has been included in the Group statement of comprehensive income since the acquisition date. 108 | Marston’s PLC Annual Report and Accounts 2017 Company Balance Sheet As at 30 September 2017 Fixed assets Tangible assets Investments Current assets Debtors Amounts falling due within one year Amounts falling due after more than one year Cash at bank Creditors Amounts falling due within one year Net current assets Total assets less current liabilities Creditors Amounts falling due after more than one year Provisions for liabilities and charges Net assets Capital and reserves Equity share capital Share premium account Revaluation reserve Merger reserve Capital redemption reserve Own shares Proft and loss reserves Total equity 30 September 2017 £m Note 1 October 2016 £m 5 6 7 7 8 8 9 13 14 14 14 14 14 382.9 260.9 643.8 349.3 260.9 610.2 549.4 864.1 10.7 1,424.2 (769.5) 654.7 1,298.5 (121.5) (27.2) 1,149.8 48.7 334.0 77.3 71.2 6.8 (111.3) 723.1 1,149.8 566.3 818.7 12.9 1,397.9 (819.8) 578.1 1,188.3 (122.8) (29.9) 1,035.6 44.4 334.0 77.7 – 6.8 (113.7) 686.4 1,035.6 The proft of the Company for the 52 weeks ended 30 September 2017 was £81.1 million (2016: £72.8 million). The fnancial statements on pages 109 to 119 were approved by the Board and authorised for issue on 30 November 2017 and are signed on its behalf by: Ralph Findlay Chief Executive Offcer 30 November 2017 Company registration number: 31461 Marston’s PLC Annual Report and Accounts 2017 | 109 Strategic Report | Governance | Financial Statements | Additional Information Company Statement of Changes in Equity For the 52 weeks ended 30 September 2017 At 2 October 2016 Proft for the period Deferred tax on properties Total comprehensive income Share-based payments Issue of shares Sale of own shares Disposal of properties Transfer to proft and loss reserves Dividends paid Total transactions with owners At 30 September 2017 At 4 October 2015 Proft for the period Deferred tax on properties Total comprehensive income Share-based payments Purchase of own shares Sale of own shares Disposal of properties Tax on disposal of properties Transfer to proft and loss reserves Dividends paid Total transactions with owners At 1 October 2016 Equity share capital £m 44.4 – – – – 4.3 – – – – 4.3 48.7 Share premium account £m 334.0 – – – – – – – – – – 334.0 Equity share capital £m 44.4 – – – – – – – – – – – 44.4 Revaluation reserve £m 77.7 – 0.5 0.5 – – – (0.2) (0.7) – (0.9) 77.3 Share premium account £m 334.0 – – – – – – – – – – – 334.0 Merger reserve £m – – – – – 71.2 – – – – 71.2 71.2 Revaluation reserve £m 81.7 – 2.9 2.9 – – – (7.7) 1.6 (0.8) – (6.9) 77.7 Capital redemption reserve £m 6.8 – – – – – – – – – – 6.8 Capital redemption reserve £m 6.8 – – – – – – – – – – – 6.8 Own shares £m (113.7) – – – – – 2.4 – – – 2.4 (111.3) Own shares £m (118.7) – – – – (0.1) 5.1 – – – – 5.0 (113.7) Proft and loss reserves £m 686.4 81.1 – 81.1 0.9 – (2.1) 0.2 0.7 (44.1) (44.4) 723.1 Proft and loss reserves £m 651.3 72.8 – 72.8 0.4 – (4.2) 7.7 (1.6) 0.8 (40.8) (37.7) 686.4 Total equity £m 1,035.6 81.1 0.5 81.6 0.9 75.5 0.3 – – (44.1) 32.6 1,149.8 Total equity £m 999.5 72.8 2.9 75.7 0.4 (0.1) 0.9 – – – (40.8) (39.6) 1,035.6 110 | Marston’s PLC Annual Report and Accounts 2017 Notes For the 52 weeks ended 30 September 2017 1 ACCOUNTING POLICIES Company information Marston’s PLC is a public company limited by shares incorporated in England and Wales and domiciled in the UK. The registered offce is Marston’s House, Brewery Road, Wolverhampton, WV1 4JT. Basis of preparation These fnancial statements have been prepared in accordance with FRS 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ (FRS 102) and the requirements of the Companies Act 2006. The fnancial statements are prepared in sterling, which is the functional currency of the Company. Monetary amounts in these fnancial statements are rounded to the nearest £0.1 million. The fnancial statements have been prepared under the historical cost convention modifed to include the revaluation of freehold and leasehold properties and the holding of certain fnancial instruments at fair value. The principal accounting policies adopted are set out below. The Company is a qualifying entity for the purposes of FRS 102, as it prepares publicly available consolidated fnancial statements, which are intended to give a true and fair view of the assets, liabilities, fnancial position and proft or loss of the Group. The Company has therefore taken advantage of the exemptions from the following disclosure requirements in FRS 102: • Section 4 ‘Statement of Financial Position’ – Reconciliation of the opening and closing number of shares; • Section 7 ‘Statement of Cash Flows’ – Presentation of a statement of cash fows and related notes and disclosures; • Section 11 ‘Basic Financial Instruments’ – Carrying amounts, interest income/expense and net gains/losses for each category of fnancial instrument not measured at fair value through proft or loss, and information that enables users to evaluate the signifcance of fnancial instruments; • Section 33 ‘Related Party Disclosures’ – Compensation for key management personnel. These fnancial statements present information about the Company as an individual entity and not about its group. As permitted by section 408(3) of the Companies Act 2006, no proft and loss account has been presented for the Company. At the time of approving the fnancial statements, the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Thus the Directors continue to adopt the going concern basis of accounting in preparing the fnancial statements. Turnover Turnover represents rent receivable which is recognised in the period to which it relates. Current and deferred tax The tax currently payable is based on taxable proft for the period. Taxable proft differs from net proft as reported in the accounts because it excludes items of income or expense that are taxable or deductible in other periods and it further excludes items that are never taxable or deductible. The Company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date. Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profts. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax proft nor the accounting proft. The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that suffcient taxable profts will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited to proft or loss, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the Company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority. Fixed assets • Freehold and leasehold properties are stated at valuation or at cost. Fixtures, fttings, plant and equipment are stated at cost. • Depreciation is charged to the proft and loss account on a straight-line basis to provide for the cost of the assets less their residual values over their useful lives. • Freehold and long leasehold buildings are depreciated to their residual values over 50 years. • Short leasehold properties are depreciated over the life of the lease. • Fixtures, fttings, plant and equipment are depreciated over periods ranging from 3 to 15 years. • Interest costs directly attributable to capital projects are capitalised. • Land is not depreciated. Properties are revalued by qualifed valuers at least once in each rolling three year period, on an open market value basis. Substantially all of the Company’s properties have been externally valued in accordance with the Royal Institution of Chartered Surveyors’ Red Book. These valuations are performed directly by reference to observable prices in an active market or recent market transactions on arm’s length terms. Internal valuations are performed on the same basis. Marston’s PLC Annual Report and Accounts 2017 | 111 Strategic Report | Governance | Financial Statements | Additional Information Notes continued For the 52 weeks ended 30 September 2017 1 ACCOUNTING POLICIES (CONTINUED) When a valuation is below current carrying value, the asset concerned is reviewed for impairment. Impairment losses are charged to the revaluation reserve to the extent that a previous gain has been recorded, and thereafter to the proft and loss account. Surpluses on revaluation are recognised in the revaluation reserve, except to the extent they reverse previously charged impairment losses, in which case the reversal is recorded in the proft and loss account. Disposals of fxed assets Proft/loss on disposal of fxed assets represents net sale proceeds less carrying value of the assets. Any element of the revaluation reserve relating to the fxed assets disposed of is transferred to proft and loss reserves at the date of sale. Financial instruments The Company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its fnancial instruments. Financial instruments are recognised in the balance sheet when the Company becomes party to the contractual provisions of the instrument. Financial assets and liabilities are offset, with the net amounts presented in the fnancial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously. Basic fnancial assets Basic fnancial assets, which comprise amounts owed by Group undertakings, other debtors and cash and cash equivalents, are initially measured at the transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method. Other fnancial assets Derivatives, including interest rate swaps, are not basic fnancial assets and are accounted for as set out below. Financial assets, other than those held at fair value through proft and loss, are assessed for indicators of impairment at each reporting end date. Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the fnancial asset, the estimated future cash fows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash fows discounted at the asset’s original effective interest rate. The impairment loss is recognised in proft or loss. If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in proft or loss. Financial assets are derecognised only when the contractual rights to the cash fows from the asset expire or are settled, or when the Company transfers the fnancial asset and substantially all the risks and rewards of ownership to another entity. Financial liabilities and equity instruments are classifed according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities. Basic fnancial liabilities Basic fnancial liabilities, comprising amounts owed to Group undertakings, other creditors and borrowings, are initially recognised at the transaction price and subsequently carried at amortised cost using the effective interest method. Other fnancial liabilities Derivatives, including interest rate swaps, are not basic fnancial liabilities and are accounted for as set out below. Financial liabilities are derecognised when the Company’s contractual obligations expire or are discharged or cancelled. Derivatives The Company uses derivative fnancial instruments to hedge the Group’s exposure to fuctuations in interest rates. Derivative fnancial instruments are initially recognised in the balance sheet at fair value and are subsequently remeasured to their fair value at each balance sheet date. The Company has not designated any derivative fnancial instruments as hedging instruments and as such any gains or losses on remeasurement are recognised in the proft and loss account immediately. A derivative with a positive fair value is recognised as a fnancial asset, whereas a derivative with a negative fair value is recognised as a fnancial liability. Leases Leases are classifed as fnance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classifed as operating leases. Assets held under fnance leases are recognised as assets at the lower of the assets’ fair value at the date of inception of the lease and the present value of the minimum lease payments. The related liability is included in the balance sheet as a fnance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to the proft and loss account so as to produce a constant periodic rate of interest on the remaining balance of the liability. Rentals payable under operating leases, including any lease incentives received, are charged to the proft and loss account on a straight-line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefts from the leased asset are consumed. 112 | Marston’s PLC Annual Report and Accounts 2017 1 ACCOUNTING POLICIES (CONTINUED) Lease premiums received are recognised on a straight-line basis over the life of the lease. Obligations arising from sale and leaseback arrangements with repurchase options that do not fall within the scope of Section 20 ‘Leases’ of FRS 102 are classifed as other lease related borrowings and accounted for as secured loans on an amortised cost basis. Investments in subsidiaries Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in proft or loss. Provisions Provisions are recognised in the balance sheet when the Company has a present legal or constructive obligation as a result of a past event and it is probable that an outfow of economic benefts will be required to settle the obligation. The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the balance sheet date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value, using a pre-tax rate that refects current market assessments of the time value of money and the risks specifc to the obligation. When a provision is measured at present value the unwinding of the discount is recognised as a fnance cost in proft or loss in the period it arises. When valuations of leasehold properties (based on future estimated income streams) give rise to a defcit as a result of onerous lease conditions they are recognised as provisions. Other contractual property costs are also recorded as provisions as appropriate. Dividends Dividends proposed by the Board but unpaid at the period end are recognised in the fnancial statements when they have been approved by the shareholders. Interim dividends are recognised when paid. Preference shares Preference shares are treated as borrowings, and dividends payable on those preference shares are charged as interest in the proft and loss account. Group undertakings There is an intra group funding agreement in place between the Company and certain other members of the Group. This agreement stipulates that all balances outstanding on any intercompany loan account between these companies which exceed £1 are interest bearing at a prescribed rate. There is a 12.5% subordinated loan owed to the Company by Marston’s Pubs Limited and a deep discount bond owed by the Company to Banks’s Brewery Insurance Limited. No interest is payable on any other amounts owed by/to Group companies who are not party to the intra group funding agreement. All amounts owed by/to Group undertakings are unsecured and, with the exception of the subordinated loan and deep discount bond, repayable on demand. 2 JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY In the application of the Company’s accounting policies, the Directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods. Critical judgements The following judgements (apart from those involving estimates) have had the most signifcant effect on amounts recognised in the fnancial statements. Lease classifcation In determining whether a lease is classifed as an operating lease or fnance lease, judgements are required in respect of whether the lease has transferred substantially all the risks and rewards of ownership of the leased asset to the lessee, in particular whether the present value of the minimum lease payments amounts to at least substantially all of the fair value of the asset and whether the lease term is for the major part of the economic life of the asset. Key sources of estimation uncertainty The following estimates and assumptions have a signifcant risk of causing a material adjustment to the carrying amount of assets and liabilities. Tangible fxed assets The Company carries its freehold and leasehold properties at fair value. These properties are valued by external or internal valuers on an open market value basis, primarily using earnings multiples derived from prices in observed transactions involving comparable businesses. The estimation of the fair values requires a combination of assumptions, including future earnings and appropriate multiples. Marston’s PLC Annual Report and Accounts 2017 | 113 Strategic Report | Governance | Financial Statements | Additional Information Notes continued For the 52 weeks ended 30 September 2017 2 JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY (CONTINUED) The useful lives and residual values of the Company’s tangible fxed assets are estimated based on current property market trends, technological advancement, physical condition of the assets and expected future investment. These are reviewed annually and amended when necessary to refect current estimates. The annual depreciation charge is sensitive to changes in both the useful lives and residual values of the assets. The carrying amount of tangible fxed assets is shown in note 5 and the useful lives are shown in note 1. Property lease provisions The amount provided in respect of onerous property leases is dependent on a number of assumptions including market rents, vacant periods, future trading income, infation rates and discount rates. The assumptions made refect historical experience and current trends and rates. The amount provided for onerous property leases is shown in note 9. Valuation of interest rate swaps The Company’s interest rate swaps are held at fair value. The Company utilises valuations from counterparties who use a variety of assumptions based on market conditions existing at each balance sheet date. The fair values are highly sensitive to the inputs to the valuations, such as discount rates and yield curves. The carrying amount of the interest rate swaps is shown in note 10. 3 AUDITORS’ REMUNERATION Fees payable to the Company’s Auditors for the audit of the Company’s annual accounts are disclosed in note 3 to the Group fnancial statements. Fees paid to the Company’s Auditors for non-audit services to the Company itself are not required to be disclosed as the Group fnancial statements disclose such fees on a consolidated basis. 4 EMPLOYEES The average monthly number of people employed by the Company during the period excluding Directors was nil (2016: nil). 5 TANGIBLE FIXED ASSETS Cost or valuation At 2 October 2016 Additions Transfers from Group undertakings Disposals At 30 September 2017 Depreciation At 2 October 2016 Charge for the period Disposals At 30 September 2017 Net book amount at 1 October 2016 Net book amount at 30 September 2017 The net book amount of land and buildings is split as follows: Freehold properties Leasehold properties over 50 years unexpired Leasehold properties under 50 years unexpired Land and buildings £m 336.1 10.6 19.6 (0.7) 365.6 3.0 1.8 – 4.8 333.1 360.8 Fixtures, fttings, plant and equipment £m 29.0 3.8 4.6 (0.8) 36.6 12.8 2.5 (0.8) 14.5 16.2 22.1 2017 £m 261.6 76.7 22.5 360.8 Total £m 365.1 14.4 24.2 (1.5) 402.2 15.8 4.3 (0.8) 19.3 349.3 382.9 2016 £m 235.0 75.8 22.3 333.1 If the land and buildings had not been revalued, the historical cost net book amount would be £270.7 million (2016: £242.1 million). Interest costs of £nil (2016: £0.1 million) were capitalised in the period in respect of the fnancing of major projects. Capital expenditure authorised and committed at the period end but not provided for in the fnancial statements was £0.5 million (2016: £0.4 million). 114 | Marston’s PLC Annual Report and Accounts 2017 5 TANGIBLE FIXED ASSETS (CONTINUED) The net book amount of land and buildings held under fnance leases at 30 September 2017 was £28.7 million (2016: £28.4 million). The net book amount of land and buildings held as part of sale and leaseback arrangements that do not fall within the scope of Section 20 ‘Leases’ of FRS 102 was £136.4 million (2016: £135.5 million). The Company has charged properties with a value of £4.7 million (2016: £nil) in favour of the Marston’s PLC Pension and Life Assurance Scheme (the ‘Scheme’) as continuing security for the Group’s obligations to the Scheme. 6 FIXED ASSET INVESTMENTS Cost At 2 October 2016 Additions Disposals Capital contribution in respect of equity-settled share-based payments At 30 September 2017 Impairments At 2 October 2016 Charged in the period At 30 September 2017 Net book amount at 1 October 2016 Net book amount at 30 September 2017 Subsidiary undertakings £m 317.7 78.9 (78.9) 0.9 318.6 56.8 0.9 57.7 260.9 260.9 Marston’s PLC Annual Report and Accounts 2017 | 115 Strategic Report | Governance | Financial Statements | Additional Information Notes continued For the 52 weeks ended 30 September 2017 6 FIXED ASSET INVESTMENTS (CONTINUED) These fnancial statements are separate company fnancial statements for Marston’s PLC. The Company had the following subsidiary undertakings at 30 September 2017: Marston’s Estates Limited Marston’s Operating Limited Marston’s Pubs Limited Marston's Pubs Parent Limited Marston's Telecoms Limited Marston’s Trading Limited Banks’s Brewery Insurance Limited Bedford Canning Company Limited Marston’s Acquisitions Limited Marston's Issuer PLC Marston's Issuer Parent Limited Bluu Limited Brasserie Restaurants Limited Celtic Inns Holdings Limited Celtic Inns Limited Eldridge, Pope & Co., Limited English Country Inns Limited EP Investments 2004 Limited Fairdeed Limited Fayolle Limited John Marston's Taverners Limited Lambert Parker & Gaines Limited Mansfeld Brewery Limited Mansfeld Brewery Properties Limited Mansfeld Brewery Trading Limited Marston, Thompson & Evershed Limited Marston’s Property Developments Limited Osprey Inns Limited Pitcher and Piano Limited Porter Black (2003) Limited QP Bars Limited Refresh Group Limited Refresh UK Limited Ringwood Brewery Limited S.K. Williams Limited SDA Limited Sherwood Forest Properties Limited Sovereign Inns Limited The Gray Ox Limited The Wychwood Brewery Company Limited W&DB (Finance) PLC W. & D. plc Wizard Inns Limited Wychwood Holdings Limited Nature of business Property management Pub retailer and brewer Pub retailer Holding company Telecommunications Pub retailer and brewer Insurance Brewer Acquisition company Financing company Holding company Dormant Dormant Dormant Dormant Dormant Dormant Dormant Dormant Dormant Dormant Dormant Dormant Dormant Dormant Dormant Dormant Dormant Dormant Dormant Dormant Dormant Dormant Dormant Dormant Dormant Dormant Dormant Dormant Dormant Dormant Dormant Dormant Dormant Class of share Ordinary 25p Ordinary £1 Ordinary £1 Ordinary £1 Ordinary £1 Ordinary £5 Ordinary £1 Ordinary £1 Ordinary 25p Preference £1 Ordinary £1 Ordinary £1 Ordinary £1 Ordinary £1 Ordinary 1p Ordinary £1 Ordinary 50p Ordinary 50p Ordinary 1p ‘A’ Ordinary £1 Ordinary £1 Ordinary £1 Ordinary £1 Ordinary 25p Ordinary £1 Ordinary £1 Ordinary 25p Ordinary £1 Ordinary £1 Ordinary £1 Ordinary £1 Ordinary £1 Ordinary 1p Ordinary 10p Ordinary £1 Ordinary £1 Ordinary £1 Ordinary £1 Ordinary £1 Ordinary £1 Ordinary £1 Ordinary £1 Ordinary £1 ‘A’ Ordinary 1p Deferred 1p ‘A’ Ordinary 1p ‘B’ Ordinary 1p Proportion of shares held directly by Marston’s PLC 100% – – 100% 100% 100% 100% – 100% 100% – – – – 100% – – 100% – – – – – – 100% – – 100% – – – – – – – – – – – – – 100% 100% 100% 100% – – Proportion of shares held by the Group 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% – – 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% The registered offce of all of the above subsidiaries is Marston’s House, Brewery Road, Wolverhampton, WV1 4JT, with the exception of Banks’s Brewery Insurance Limited, Marston’s Issuer PLC and Marston’s Issuer Parent Limited. The registered offce of Banks’s Brewery Insurance Limited is PO Box 33, Maison Trinity, Trinity Square, St Peter Port, Guernsey, GY1 4AT. The registered offce of Marston’s Issuer PLC and Marston’s Issuer Parent Limited is Wilmington Trust SP Services (London) Limited, Third Floor, 1 King’s Arms Yard, London, EC2R 7AF. All subsidiaries have been included in the consolidated fnancial statements. Although the Group does not hold any shares in Marston’s Issuer PLC and its parent company, Marston’s Issuer Parent Limited, these companies are treated as subsidiary undertakings for the purpose of the consolidated fnancial statements as it is considered that they are controlled by the Group. Marston’s Issuer PLC was set up with the sole purpose of issuing debt secured on the assets of Marston’s Pubs Limited. Wilmington Trust SP Services (London) Limited holds the shares of Marston’s Issuer Parent Limited under a declaration of trust for charitable purposes. 116 | Marston’s PLC Annual Report and Accounts 2017 7 DEBTORS Amounts falling due within one year Amounts owed by Group undertakings Derivative fnancial instruments Prepayments and accrued income Other debtors Amounts falling due after more than one year 12.5% subordinated loan owed by Group undertaking 8 CREDITORS Amounts falling due within one year Amounts owed to Group undertakings Finance leases Other lease related borrowings Corporation tax Derivative fnancial instruments Accruals and deferred income Other creditors Amounts falling due after more than one year Finance leases Other lease related borrowings Preference shares Accruals and deferred income Other creditors 2017 £m 520.5 28.7 0.1 0.1 549.4 2017 £m 864.1 2017 £m 725.9 0.2 (0.1) 7.4 28.7 7.4 – 769.5 2017 £m 20.3 88.0 0.1 12.8 0.3 121.5 2016 £m 520.6 38.0 – 7.7 566.3 2016 £m 818.7 2016 £m 738.2 0.1 (0.1) 36.2 38.0 6.5 0.9 819.8 2016 £m 20.5 87.9 0.1 14.1 0.2 122.8 The preference shares carry a right to a fxed cumulative preferential dividend. They participate in the event of a winding-up and on a return of capital and carry the right to attend and vote at general meetings of the Company, carrying four votes per share. Other lease related borrowings represent amounts due under sale and leaseback arrangements that do not fall within the scope of Section 20 ‘Leases’ of FRS 102. The Company has an option to repurchase each leased property for a nominal amount at the end of the lease. The leases have terms of 35 to 40 years and rents which are linked to RPI, subject to a cap and collar. The amount falling due for payment after more than fve years from the balance sheet date on debts repayable by instalments was £107.9 million (2016: £108.0 million). Debts of £0.1 million (2016: £0.1 million) were repayable otherwise than by instalments after more than fve years from the balance sheet date. 9 PROVISIONS FOR LIABILITIES AND CHARGES At 2 October 2016 Released in the period Unwinding of discount Utilised in the period Adjustment for change in discount rate Transfers from Group undertakings Credited to proft and loss Credited to other comprehensive income At 30 September 2017 Deferred tax £m 23.5 – – – – 2.0 (1.4) (0.5) 23.6 Property leases £m 6.4 (0.6) 0.1 (2.1) (0.2) – – – 3.6 Total £m 29.9 (0.6) 0.1 (2.1) (0.2) 2.0 (1.4) (0.5) 27.2 Payments are expected to continue in respect of these property leases for periods of 1 to 27 years (2016: 1 to 28 years). Marston’s PLC Annual Report and Accounts 2017 | 117 Strategic Report | Governance | Financial Statements | Additional Information Notes continued For the 52 weeks ended 30 September 2017 9 PROVISIONS FOR LIABILITIES AND CHARGES (CONTINUED) Deferred tax The amount provided in respect of deferred tax is as follows: Excess of capital allowances over accumulated depreciation Property related items 10 FINANCIAL INSTRUMENTS Carrying amount of fnancial assets Measured at fair value through proft or loss Carrying amount of fnancial liabilities Measured at fair value through proft or loss 2017 £m 5.4 18.2 23.6 2017 £m 28.7 2017 £m 28.7 2016 £m 5.3 18.2 23.5 2016 £m 38.0 2016 £m 38.0 The only fnancial instruments that the Company holds at fair value are interest rate swaps. The fair values of the Company’s interest rate swaps are obtained using a market approach and refect the estimated amount the Company would expect to pay or receive on termination of the instruments. The Company utilises valuations from counterparties who use a variety of assumptions based on market conditions existing at each balance sheet date. 11 OPERATING LEASE COMMITMENTS At 30 September 2017 the Company had outstanding commitments for future minimum lease payments under non-cancellable operating leases as follows: Due: Within one year In more than one year and less than fve years In more than fve years 12 FINANCE LEASE OBLIGATIONS 2017 £m 7.0 22.8 60.7 90.5 2016 £m 14.9 23.7 59.4 98.0 The Company leases a number of properties under fnance leases. The leases have various terms, escalation clauses and renewal rights. Future minimum lease payments under fnance leases are as follows: Due: Within one year In more than one year and less than fve years In more than fve years Future fnance charges Present value of fnance lease obligations 13 EQUITY SHARE CAPITAL Allotted, called up and fully paid Ordinary shares of 7.375p each 14 RESERVES 2017 £m 1.3 5.0 36.4 42.7 (22.2) 20.5 2016 £m 1.2 5.1 37.6 43.9 (23.3) 20.6 2017 2016 Number m 660.4 Value £m 48.7 Number m 602.8 Value £m 44.4 The share premium account comprises amounts in excess of nominal value received for the issue of shares less any transaction costs. When freehold and leasehold properties are revalued any gains and losses are recognised in the revaluation reserve, except to the extent that a revaluation gain reverses a revaluation loss previously recognised in proft or loss or a revaluation loss exceeds the accumulated revaluation gains recognised in the revaluation reserve; such gains and losses are recognised in proft or loss. The associated deferred tax on revaluations is also recognised in the revaluation reserve. Amounts representing the equivalent depreciation are transferred to proft and loss reserves annually and the full amount is transferred on disposal of the associated property. 118 | Marston’s PLC Annual Report and Accounts 2017 14 RESERVES (CONTINUED) The merger reserve arose on the issue of ordinary shares in the current period and represents the difference between the nominal value of the shares issued and the net proceeds received. The capital redemption reserve arose on share buybacks. Details of own shares are provided in note 29 to the Group fnancial statements. 15 GUARANTEES AND CONTINGENT LIABILITIES The Company has entered into a Deed of Guarantee with Marston’s Trading Limited (‘Trading’) and the Trustees of the Marston’s PLC Pension and Life Assurance Scheme (‘the Scheme’) whereby it guarantees to the Trustees the ongoing obligations of Trading to contribute to the Scheme and the obligations of Trading to contribute to the Scheme in the event of a debt becoming due under section 75 of the Pensions Act 1995 on the occurrence of either Trading entering liquidation or the Scheme winding up. The Company has guaranteed the obligations of Trading under its banking facilities and the obligations of Marston’s Estates Limited under various property leases. Marston’s PLC Annual Report and Accounts 2017 | 119 Strategic Report | Governance | Financial Statements | Additional Information ADDITIONAL INFORMATION Information for Shareholders 121 Glossary Pub-restaurants and lodges completed during the period 123 124 120 | Marston’s PLC Annual Report and Accounts 2017 Information for Shareholders Annual General Meeting (AGM) The Company’s AGM will be held on 23 January 2018 at 12 noon at Wolverhampton Wanderers Football Club, Molineux Stadium, Waterloo Road, Wolverhampton WV1 4QR. Financial calendar Ex-dividend date for fnal dividend Record date for fnal dividend AGM and Interim Management Statement Final dividend payment date Half-year results Ex-dividend date for interim dividend Interim dividend payment date Full-year results 14 December 2017 15 December 2017 23 January 2018 29 January 2018 16 May 2018 May 2018 July 2018 21 November 2018 These dates are indicative only and may be subject to change. The Marston’s website Shareholders are encouraged to visit our website www.marstons.co.uk for further information about the Company. The dedicated Investors section on the corporate website contains information specifcally for shareholders including share price information, historical dividend amounts and payment dates together with this year’s (and prior years’) Annual Report and Accounts. Registrars The Company’s shareholder register is maintained by our Registrar Equiniti. If you have any queries relating to your Marston’s PLC shareholding you should contact Equiniti directly by one of the methods below: Online: www.shareview.co.uk – from here you will be able to securely email Equiniti with your query. Telephone: 0371 384 2274* Text phone: 0371 384 2255* By post: Equiniti, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA * Lines are open from 8.30am to 5.30pm (UK time), Monday to Friday, excluding English public holidays. Dividend payments By completing a bank mandate form dividends can be paid directly into your bank or building society account. Those selecting this payment method will beneft from receiving cleared funds in their bank account on the payment date, avoiding postal delays and removing the risk of any cheques being lost in the post. To change how you receive your dividends contact Equiniti or visit www.shareview.co.uk. Duplicate documents If you have received two or more sets of the documents concerning the AGM this means that there is more than one account in your name on the shareholder register, perhaps because either your name or your address appear on each account in a slightly different way. If you think this might be the case and would like to combine your accounts, please contact Equiniti. Moving house? It is important that you notify Equiniti of your new address as soon as possible. If you hold 1,500 shares or fewer, and reside in the UK, this can be done quickly over the telephone. However, for holdings greater than 1,500 shares your instruction will need to be in writing, quoting your full name, shareholder reference number (if known), previous address and new address. Electronic communications Changes in legislation in recent years allow the Company to use its corporate website as the main way to communicate with shareholders. Annual Report and Accounts are only sent to those shareholders who have opted to receive a paper copy. Registering to receive shareholder documentation from the Company electronically will allow shareholders to: • view the Annual Report and Accounts on the day it is published; • receive an email alert when the Annual Report and Accounts and any other shareholder documents are available; • cast their AGM votes electronically; and • manage their shareholding quickly and securely online, through www.shareview.co.uk. This reduces our impact on the environment, minimises waste and reduces printing and mailing costs. For further information and to register for electronic shareholder communications visit www.shareview.co.uk. Buying and selling shares in the UK If you wish to buy or sell Marston’s PLC shares and hold a share certifcate, you can: • use the services of a stockbroker or high street bank; or • use a telephone or online service. If you sell your shares in this way you will need to present your share certifcate at the time of sale. Details of Equiniti’s share dealing services may be obtained from www.shareview.co.uk or 0345 603 7037**. ** Lines are open Monday to Friday, 8.00am to 4.30pm for dealing and until 6.00pm for enquiries (UK time), excluding English public holidays. Marston’s PLC Annual Report and Accounts 2017 | 121 Strategic Report | Governance | Financial Statements | Additional Information Information for Shareholders continued Ordinary shares Range of shareholding 1–1,000 1,001–10,000 10,001–100,000 100,001–1,000,000 1,000,001+ Total Number of Holdings 3,705 4,336 1,082 210 107 9,440 % of Holdings 39.3 45.9 11.5 2.2 1.1 100.0 Number of Shares 1,524,435 16,589,320 29,812,288 71,811,464 540,624,687 660,362,194 % of Shares 0.2 2.5 4.5 10.9 81.9 100.0 An analysis of the register by shareholder type can be found in the Governance section on page 49. Company details Registered office: Marston’s House, Brewery Road, Wolverhampton, WV1 4JT Telephone:01902 711811 Company registration number: 31461 Investor queries: investorrelations@marstons.co.uk Auditors PricewaterhouseCoopers LLP, Cornwall Court, 19 Cornwall Street, Birmingham B3 2DT Advisers JP Morgan Cazenove, 20 Moorgate London EC2R 6DA Numis Securities Limited, The London Stock Exchange Building, 10 Paternoster Square, London EC4M 7LT NM Rothschild & Sons Limited, New Court, St Swithin’s Lane, London EC4N 8AL Solicitors Freshfeld Bruckhaus Deringer LLP, 65 Fleet Street London EC4Y 1HS Pinsent Masons LLP, 55 Colmore Row, Birmingham B3 2FF Shoosmiths LLP, 2 Colmore Square, 38 Colmore Circus Queensway, Birmingham B4 6BJ Squire Patton Boggs (UK) LLP, Rutland House, 148 Edmund Street, Birmingham B3 2JR Share fraud warning Share fraud includes scams where investors are called out of the blue and offered an infated price for shares they own or the opportunity to buy shares that often turn out to be worthless or non-existent. These calls come from fraudsters operating ‘boiler rooms’ that are mostly based abroad. While high profts are promised, those who buy or sell shares in this way usually lose their money. The Financial Conduct Authority (FCA) has found most share fraud victims are experienced investors who lose an average of £20,000, with around £200 million lost in the UK each year. If you are offered unsolicited investment advice, discounted shares, a premium price for shares you own, or free company or research reports, you should take these steps before handing over any money: Get the name of the person and organisation contacting you. Check the Financial Services Register at www.fca.org.uk/register to ensure they are authorised. Use the details on the FCA Register to contact the frm. Call the FCA Consumer Helpline on 0800 111 6768 if there are no contact details on the Register or you are told they are out of date. Search the FCA list of unauthorised frms and individuals to avoid doing business with. Remember, if it sounds too good to be true, it probably is. If you use an unauthorised frm to buy or sell shares or other investments, you will not have access to the Financial Ombudsman Service or Financial Services Compensation Scheme if things go wrong. If you are approached about a share scam you should tell the FCA using the share fraud reporting form at www.fca.org.uk, where you will fnd out about the latest investment scams. You can also call the Consumer Helpline on 0800 111 6768. If you have already paid money to share fraudsters you should contact Action Fraud on 0300 123 2040. 122 | Marston’s PLC Annual Report and Accounts 2017 Glossary ALMR The Association of Licensed Multiple Retailers BBPA British Beer & Pub Association – a body representing Britain’s brewers and pub companies BIS Department for Business, Innovation and Skills – Government department of economic growth Challenge 21 BBPA scheme to prevent underage sales – if a customer buying alcohol looks under the age of 21 they will be asked to provide proof of their age Challenge 25 Extension to Challenge 21 – scheme where customers will be asked to prove their age if they look under 25 CROCCE Cash Return on Cash Capital Employed – calculated by dividing EBITDA by the total capital invested CR Corporate Responsibility – businesses’ response to their impact on society CWBB Charles Wells beer business EBIT Earnings before interest and tax EBITDA Earnings before interest, tax, depreciation and amortisation EPOS Electronic point of sale EPS Earnings per share Export Anything sold outside the UK FCF Free Cash Flow – operating cash fow of the business after tax and interest FRC Financial Reporting Council – independent regulator Free trade Independently owned pubs and clubs FTSE4Good Ethical stock market indices launched in 2001, with inclusion based on a range of Corporate Responsibility criteria Give Back Week Internal annual charity activities across head offce and pubs LPG (emissions) Liquefed petroleum gas, used as a fuel in heating appliances, cooking equipment and vehicles MBC Marston’s Beer Company, internal division MIT Marston’s Inns and Taverns, internal division National on-trade Managed house pub groups, tenanted pub groups, brewers NED Non-executive Director NGCI Non gluten containing ingredient NPD New product development Off-trade Business with food and drink retailers, such as supermarkets (also known as take home) On-trade Business with hotels, bars, restaurants and pub companies Packaged Includes bottles and cans PBT Proft before tax PBA Premium bottled ale POS Point of sale eg: back bar runners, pump clips Relative TSR Total Shareholder Return, compared to the FTSE 250, excluding investment trusts RevPAR Revenue per available room ROC Return on Capital – a measure of how effectively we use the capital invested in our business Take home Supermarkets, cash and carry, convenience stores (also known as off-trade) The Pubs Code Statutory regulation effective 21 July 2016 TSR Total Shareholder Return – a combination of share price appreciation and dividends paid UKWSL UK Waste, business waste management services Ways of Working Marston’s values – principles that guide our expected behaviours and actions Marston’s PLC Annual Report and Accounts 2017 | 123 Strategic Report | Governance | Financial Statements | Additional Information Pub-restaurants and lodges completed during the period Scotland Midlands The Chain Runner and Lodge, Almondvale, Livingston EH54 6GA Pointing Dog & Duck, Bakewell DE45 1AQ The Spiral Weave, Kirkcaldy KY2 6QL The Harbour Spring, Peterhead AB42 3JL The Old Gatehouse, Lenzie G66 3UG The Jenny Burn, Oatlands G73 1SZ Tuck & Tanner, Nottingham NG5 9DD Oldmoor Lodge, Nottingham NG16 1QE Butlers Leap, Rugby CV21 3TX The White Rabbit, Bilston WV14 0DZ Blue Jay Derby Lodge, Derby DE21 7BH Highland Gate Lodge, Kildean Lodge, Stirling FK9 4TW Spread Eagle Lodge, Gailey, Wolverhampton ST19 5PN North South The Sacred Orchard, Nantwich CW5 6PF The Sarsen Stones, Farnborough GU14 0NA The Ten Lock Flight, Runcorn WA7 5AQ Foundry Project, Harrogate HG1 2BU White Hart, Godstone RH9 8DU Sidcup Place, Sidcup DA14 6BF The Original Pointing Dog, Cheadle Hulme SK8 7NE The Mitre, Oxford OX1 4AG Pointing Dog Clubhouse,Sheffeld S11 8PY Gunpowder Mill, Faversham ME13 8XE The Dancing Betty, Dalton Park, Murton SR7 9HZ The Spring River, Ebbsfeet DA10 0DF Eighteen Ten, Sheffeld S9 2LF The Mast & Rigging, Chatham Waters ME7 1RZ The Twelve Oars, Skegness PE25 2RJ The Charlie Purley, Bognor PO22 9SA The Mad Duke, Southport PR8 5HW The Station Garden, Didcot OX11 7TF The Eight-Foot Way, Sheffeld S6 1AB The Spindle & Thread, High Wycombe HP13 5XX Lobster Pot Lodge, Bridlington YO15 3NG Willows Lodge, Blackburn BB1 2NG Wales Lockkeeper Lodge, Worksop S80 1TJ Talardy Lodge, Talardy LL17 0HY Picture Reference Front Cover: The Dancing Betty, Murton Page 15: Green Dragon, Hull (bedroom) Page 3: The Mad Duke, Southport Page:29: Blue Jay, Derby Calder & Hops, Wakefeld Lord Collingwood, York Page 4: The Spiral Weave, Kirkcaldy The Red Lion, Brackley Page 8: Spread Eagle lodge, Gailey Page 13: Calder & Hops, Wakefeld Page 14: Green Dragon, Hull The Original Pointing Dog, Cheadle Hulme Page31: Old Beams, Stourport-on-Severn Cricketers Inn, Winchester Page 39: The Spring River, Ebbsfeet Back Cover: Spread Eagle lodge, Gailey The Original Pointing Dog, Cheadle Hulme 124 | Marston’s PLC Annual Report and Accounts 2017 Designed and produced by Radley Yeldar | ry.com This report has been printed on materials that are FSC Certifed and sourced from a mill which is ISO14001 accredited. The report is printed by an FSC and ISO14001 certifed printer, using vegetable oil based inks and an alcohol free process. MARSTON'S PLC Marston's House, Brewery Road, Wolverhampton WV1 4JT Telephone 01902 711811 Registered No. 31461