Motorpoint Group
Annual Report 2023

Plain-text annual report

There’s no car like a Motorpoint car Motorpoint Group PLC | Annual Report and Accounts 2023 A B O U T U S Car buying made easy M O T O R P O I N T I S T H E U K ’ S L E A D I N G R E TA I L E R O F N E A R LY N E W V E H I C L E S . Making car buying easy has been our purpose for 25 years. It’s the reason why we have such a rich history of adapting to the needs of our customers and continually innovating to deliver the best car buying experience possible. Decades of putting our customers at the centre of everything we do has given us an unparalleled understanding of what people want when they buy a car. This is why we believe so strongly in giving our customers unrivalled Choice, Value, Service and Quality, There’s no car like a Motorpoint car. For the latest investor relations, visit our website: www.motorpointplc.com/investor-relations/why-invest/ C O N T E N T S Strategic Report 03 2023 highlights 04 06 08 10 12 14 16 18 20 23 24 29 33 50 58 62 67 73 At a glance Investment case Our business and our market The Car Buyer’s Champion Our customers’ journey Market overview How we deliver value Chair’s statement Chief Executive’s statement Key performance indicators Our strategy Section 172 statement Environmental, Social and Governance (ESG) Task Force on Climate related Financial Disclosures (‘TCFD’) Financial review Risk management Principal risks and uncertainties Non-financial information statement Governance 76 Board of Directors 78 79 82 86 90 92 94 102 109 114 Introduction to governance Corporate governance report Audit Committee report Nomination Committee report ESG Committee report Remuneration Committee report Remuneration policy Annual report on remuneration Directors’ report Statement of directors’ responsibilities Financial Statements 116 Independent auditors’ report 122 123 124 125 126 154 155 156 160 161 162 Consolidated statement of comprehensive income Consolidated balance sheet Consolidated statement of changes in equity Consolidated cash flow statement Notes to the consolidated financial statements Company balance sheet Company statement of changes in equity Notes to the company financial statements Alternative performance measures (’APMs’) Glossary Shareholder information & advisers Motorpoint Group PLC | Annual Report and Accounts 2023 0 1 GovernanceStrategic ReportFinancial Statements 0 2 Motorpoint Group PLC | Annual Report and Accounts 2023 2 0 2 3 H I G H L I G H T S F I N A N C I A L H I G H L I G H T S Record turnover £1,440.2m Online revenues £660.5m Vehicles sold 89.7k Units sold online 60% Loss before taxation £(0.3)m Gross profit per retail unit £1,300 Vehicles sourced from customers 23.8% 2023 2022 2023 2022 2023 2022 2023 2022 £1,440.2M £1,322.3M £660.5M £624.9M 89.7K 97.7K 60% 60% 2023 £(0.3)M 2022 £21.5M 2023 2022 £1,300 £1,446 Market share 0–4 year old car market1 3.5% Average share 30 min drive time from store Ninth consecutive year in “The UK’s Best Companies To Work For”2 8.9% Top 100 Net Promoter Score (‘NPS’) 84 Our 20th store opened in Ipswich in May 2023 20 stores 1. Based on data produced by the Society of Motor Manufacturers and Traders (‘SMMT’). 2. As per the results from The UK’s Best 100 Companies To Work For. Motorpoint Group PLC | Annual Report and Accounts 2023 0 3 GovernanceStrategic ReportFinancial Statements AT A G L A N C E O U R P U R P O S E Our purpose is to make car buying easy. We’re here to help our customers buy the car they want, in the way they want. There’s no car like a Motorpoint car. O U R V I S I O N Our Vision is to be the Car Buyer’s Champion, trusted to deliver unrivalled Choice, Value, Service and Quality. P E O P L E P O W E R E D At our heart we are a people powered business and it is our talented people who help customers when purchasing a vehicle from Motorpoint – giving them the advice they’re looking for, ensuring everything is to the standard they expect and developing new innovations, products and services that constantly improve the purchasing process. This is evidenced by our industry leading NPS ratings. Find out more on pages 40 - 47 O M N I C H A N N E L A N D C U S T O M E R C E N T R I C By focusing on making car buying easy for our customers, we have been able to create the very best omnichannel experience – one that combines the convenience and benefits of buying online, Home Delivery and Reserve and Collect with an extensive nationwide retail network ensuring high levels of quality, service and support. Find out more on page 8 0 4 Motorpoint Group PLC | Annual Report and Accounts 2023 There’s no car like a Motorpoint car Our medium term strategy is to grow revenue to more than £2bn. Expand wholesale and E-commerce channels Expanding our E-commerce Auction4Cars.com platform and grow new supply channels. Increase customer acquisition and retention Increasing investment in our customer proposition, marketing capability and leveraging our data. Led by online sales and fulfilment capacity increase in new markets. Rapidly upscaling our E-commerce capability Substantial increase in technology, data and marketing investment. Operational efficiency through technology and innovation Further automation and technology investment as sales migrate to E-commerce channels. Underpinned by a commitment to: Stakeholder engagement Our People and Culture Our Communities and the Environment Governance Risk Management pages 29 - 32 pages 40 - 47 pages 44 - 45 pages 75 - 114 pages 62 - 72 Motorpoint Group PLC | Annual Report and Accounts 2023 0 5 GovernanceStrategic ReportFinancial Statements I N V E S T M E N T C A S E What makes us different Our omnichannel approach gives customers the choice of buying cars through our store network or online, or increasingly, through a combination of both channels. 25 years of customer insight and innovation Retail sales of nearly new vehicles – focused on those under four years and less than 30,000 miles Always low prices delivering great value Trade sales through digital auction site for vehicles not meeting our retail criteria Nationwide store network Buying cars direct from customers Inventory management, vehicle reconditioning, logistics and store operations expertise 0 6 Motorpoint Group PLC | Annual Report and Accounts 2023 Digital transformation providing opportunities for growth Customers prefer to buy used cars on an omnichannel basis, combining digital channels with physical touchpoints Relentless focus on E-commerce Increasing shift to online provides operating model opportunities Website improvements boosting traffic Significant investments in technology and marketing Expanding digitally led car buying service Motorpoint Group PLC | Annual Report and Accounts 2023 07 GovernanceStrategic ReportFinancial Statements O U R B U S I N E S S A N D O U R M A R K E T A Group focused on growth through two distinct brands M O T O R P O I N T A U C T I O N 4 C A R S . C O M Our retail offer of nearly new cars that are mostly under four years old and have completed less than 30,000 miles provides customers with an omnichannel purchasing journey combining online with 20 retail stores nationwide (at the time of publication of this report). We also offer a large range of commercial vehicles under the Motorpoint brand. Auction4Cars.com, a business to business entirely online auction marketplace platform, allows an efficient and quick route for sale of part exchange vehicles which do not fall into our nearly new retail criteria. <4 years <30,000 miles >4 years >30,000 miles Online & in store Nearly new consumer vehicles Light commercial vehicles Online only Wholesale vehicles C O N S U M E R O M N I C H A N N E L #1 Value retailer 84 NPS 25 Years as a leading player in the nearly new market Low Cost base £130 Lowest online average buyers’ fees 0 8 Motorpoint Group PLC | Annual Report and Accounts 2023 Motorpoint Group PLC | Annual Report and Accounts 2023 0 9 GovernanceStrategic ReportFinancial Statements T H E R E ’ S N O C A R L I K E A M O T O R P O I N T C A R Our vision is to be the Car Buyer’s Champion, trusted to deliver unrivalled Choice, Value, Service and Quality C H O I C E V A L U E Choice for our customers means not only the model and price range of available vehicles we stock, but also the options through which they can view, purchase, and take delivery of their vehicle such as Same Day Driveaway, Home Delivery or Contactless Collections. We are able to secure the best stock at competitive prices and we pass those savings on to our customers ensuring we offer stand out vehicles at unbeatable prices. We are also able to offer market leading financing options and extended warranties for our customers. 555 makes and models in stock 99.5% of vehicles priced Good, Great or Low on AutoTrader in FY23 S E R V I C E Q U A L I T Y We are car people, not sales people, and are passionate about helping our customers get the right car. We know that our customers care equally about what they drive and the price they pay, and that they can get a car however they like – in store or online. Our customers receive Feefo Platinum award winning customer service wherever and however they choose to buy their car. Motorpoint Quality Standard sits at the core of our operations, ensuring we deliver the highest levels of quality of nearly new vehicles and customer service along the entire customer journey. Our cars are rigorously checked from engine to exhaust by our experts, and sold under warranty. 84 Net Promoter Score O U R P E O P L E Our people are at the heart of our business, not least in ensuring the quality of the customer experience; this is why we are determined to continually focus on our team engagement. Find out more on pages 40 - 47 1 0 Motorpoint Group PLC | Annual Report and Accounts 2023 1 0 Motorpoint Group PLC | Annual Report and Accounts 2023 11 GovernanceStrategic ReportFinancial Statements O U R C U S T O M E R S ’ J O U R N E Y We make car buying easy by being online and in store E A S Y T O F I N D I N S T O R E Store locations Customer agents within stores O N L I N E Website enhancements to help find the right car – by lifestyle, by budget B E N E F I T S Extensive choice Great value – Motorpoint Price Promise 1 2 Motorpoint Group PLC | Annual Report and Accounts 2023 We have invested in creating a deeply embedded digital and retail omnichannel customer journey that gives the car buyer the choice of how to buy their next car in a way that fits their lifestyle. E A S Y T O E A S Y T O B U Y / V I E W S E L L Y O U R C A R E A S Y T O C O L L E C T E A S Y T O C O N T A C T Diverse and vast range of stock to browse and test drive Enthusiastic team to help customer through the sales process Quality, service and fulfilment support both online and in store Same day driveaway Home delivery Reserve and collect Buy online, collect in store Handover done in less than 30 mins 360° virtual tour of the vehicle and gallery of images with technical specifications Digital end to end journey Finance completed in privacy of own home and with access to all information Competitive part exchange prices Flexible finance options Car buying service available Payment made within minutes of deal being agreed Award winning customer service 7 day exchange guarantee High quality and standards guaranteed Motorpoint Group PLC | Annual Report and Accounts 2023 1 3 GovernanceStrategic ReportFinancial Statements M A R K E T O V E R V I E W The Group has made good progress on its strategic objectives, delivering record revenues, whilst executing on its investment strategy for growth, despite difficult macroeconomic conditions which have impacted profitability. Significant improvement of our market share in nearly new vehicles despite a fall in used car sales. Revenues £1,440.2m 2023 2022 £1,440.2M £1,322.3M Market share (0–4 year old vehicles) 3.5% 2023 2022 3.1% 3.5% Size of market (0–4 year old vehicles; source: SMMT) 1.55m 2023 2022 1.55M 1.87M Car market Motorpoint’s core proposition is the sale of nearly new cars and commercial vans which are up to four years old and have covered fewer than 30,000 miles. We monitor available market statistics, notably from the SMMT (Society of Motor Manufacturers and Traders), which give us transaction volumes for target market cars but do not include recorded mileage. We therefore use the transaction volumes as a proxy for our available market. The used car market continued to be influenced by the knock-on effect of the chip shortages limiting new car production. The exceptional inflation experienced in the previous year subsided in FY23, and we generally saw a return to more normal levels of slight month on month deflation. The exception related to Electric Vehicles, where we experienced accelerated depreciation in the second half of FY23, which impacted our margins. Towards the end of FY23, our new car supply started to improve. This provided the opportunity to source more vehicles directly, and this trend is expected to continue in FY24. 17% shrinkage in 0–4 year old market compared to FY22 (source: SMMT) 14 Motorpoint Group PLC | Annual Report and Accounts 2023 Consumer confidence During FY23 consumers faced rising inflation and interest rates which resulted in increased uncertainty, and the resultant downturn inevitably impacted financial performance. Despite this slowdown in demand, coupled with supply challenges for most of FY23, we still managed to significantly grow our share of the market. Based on our customer data, the use of digital services is becoming universal amongst car buyers. Some degree of physical connection continues to be preferred by most customers to provide reassurance and trust in their purchase. In other words, UK consumers prefer to buy used cars and ancillary services on a cross channel basis, using digital channels and physical touchpoints interchangeably on their purchase journey. Looking forward, we expect the supply pressures to further ease, although it is more difficult to predict the economic conditions. The war in the Ukraine unfortunately continues, although we may expect softening in interest rates and inflation as the year progresses. Whilst this may be welcome, there is likely to be continued pressure on discretionary spending power and consumer sentiment. However, Motorpoint, through its price leadership, will continue to offer the best value to customers and has a strong track record of demonstrating resilience in a downturn. “ The best customer service ever” Trustpilot, Motorpoint website, April 2023 23.8% cars retailed purchased directly from consumers 1,494 Big increase in the sale of Electric Vehicles (2022: 631) 89.7k vehicles sold, inc 32.4k via Auction4Cars.com platform Motorpoint Group PLC | Annual Report and Accounts 2023 1 5 GovernanceStrategic ReportFinancial Statements H O W W E D E L I V E R VA L U E Agility, culture, efficiency Our strength lies in our ability to be agile and responsive – in our people and our culture, and in our constant focus on improving operational efficiencies across our digital platforms and retail network. Investment in technology is delivering operational efficiency. Key strengths and resources New stores and growth opportunity We can open wherever we see a market opportunity; speed and scale are in our control. Existing dealerships tend to be cheaper to fit out. Breadth of stock On average 40 brands are available in store or online, spanning all the leading makes and models, sourced from multiple channels. All stock is available nationally. Retail product offer Our retail proposition continues to be 100% on nearly new cars and commercial vans; our product offering is supported by providing finance packages to our customers through our finance partners as well as offering warranty, insurance and paint protection products. Operational control We have no external restrictions. Proprietary IT systems can be built; we have bespoke values led development and team engagement programmes; marketing can be via any channel or into any geography; our modest showroom fit out costs support Motorpoint’s value proposition. Financing We are free to negotiate for the most competitive terms on the external market. Car buying Our service allows us to purchase cars direct from consumers. Depending on their age, cars can either be sold through Motorpoint (thus providing a further supply chain route), or via the Auction4Cars.com platform. Underpinned by our values Our operating model is focused on putting our employees first. This means empowering our team and giving them the skills and confidence to champion the customer. We achieve this through living our core values and team commitments. 1 6 Motorpoint Group PLC | Annual Report and Accounts 2023 How we deliver for our customers Retail stores Our retail stores offer sales, light vehicle preparation and a large display area. All stores offer refreshment and lounge facilities to enhance our customers’ experience and comfort. Locations are generally positioned for ease of access and located within close proximity of a large population. Our digital contactless purchase process allows customers the option to complete their vehicle purchase in store or online, visit our store to collect their vehicle, and drive away in under 30 minutes. Wherever possible, we are looking to automation to speed up the customer journey. ETAIL S T O R Home delivery Our customers can choose a vehicle, arrange finance, purchase and have it delivered to them, without having to leave their home. S E R H O M E D E L I V E R Y E R Retail websites We constantly innovate to deliver outstanding customer service and we have a nationwide Home Delivery service with a 14 day money back guarantee to all online customers. Our website allows us to maintain a convenient and trusted user experience as customer preferences evolve. E B I L T W A SITES Our upgraded imaging and vehicle specification details provide customers with substantial information on the vehicle they are researching or buying, enhancing the conversion to sale on our website. MyMotorpoint, our customer portal, allows customers to complete all documentation requirements online, enabling Home Delivery and faster handovers in store. This is proving popular with our customers. S GE X C H AN Part exchanges Motorpoint generally sells vehicles with less than 30,000 miles, and less than four years old, to retail customers. Vehicles in excess of this mileage and age purchased from a customer as part exchange are sold through our wholesale E-commerce platform Auction4Cars.com. T E R A P This platform provides invaluable live data on the latest valuation of vehicles sold through Auction4Cars.com and allows us to offer the best price to our customers for their part exchange. Proud We are proud of what we do, how we do it and the people who make it happen. We stand out from the crowd and are proud to work as part of Team Motorpoint. Happy We enjoy what we do and we show it – a smile is contagious and our teams wear them naturally with pride. A happy team makes for a better working environment which in turn translates to a great customer experience. Supportive We have a one team ethos and understand that together we achieve more. We are a united team focused on a common goal and vision and will always help our customers and colleagues alike #drivingdreams®. Honest This applies to our teams, investors and customers. Courage and honesty are the vehicles for positive change and Team Motorpoint has embraced this. Motorpoint Group PLC | Annual Report and Accounts 2023 17 Strategic ReportFinancial StatementsGovernance C H A I R ’ S S TAT E M E N T Motorpoint is focused on growth and transformational improvement I N T R O D U C T I O N I have been with Motorpoint for 17 months and am impressed by what the Group has achieved against a challenging macroeconomic and industry backdrop. To have delivered record revenues of £1,440.2m and increased market share to 3.5% in its target market of 0–4 year old vehicles is to be commended. The company faced rising financing costs, constrained stock availability and pricing shocks to Electric Vehicle inventory, but nevertheless was able to continue to make a number of important strategic investments. Although greater yearly profitability was expected early in the year, our stated goal has been to invest in growth and new strategic capabilities to the extent possible while remaining profitable. Although the company eventually made a small loss in a difficult trading environment, I am pleased with the progress made. I have highlighted below my thoughts on the current landscape of the UK’s used car market, strengths of the Motorpoint model, and why I believe there is an opportunity for Motorpoint to continue gaining market share and, as the UK economy normalises, substantially grow profit. Market context The UK used car market is highly fragmented among branded new car franchises, local and regional used car dealers, and emerging online companies. The industry’s car sales practices are fairly entrenched, organised around a physical store model with high costs, and generally not favoured or well trusted by consumers compared to other retail shopping experiences. The supply side of the used car market is similarly unchanged for most used car dealers. It has traditionally been limited to part exchanges, purchases off lease, bulk purchases from OEM manufacturers and rental fleets, and purchases from a wholesale trade marketplace. Both sides of the market, sales and supply, have recently experienced intensified competition. New car franchises have shifted more attention to used cars to cover for lower new car production, new online-only sales models have emerged, and constrained used car supply has caused all players to compete more aggressively for stock from all sources. The growth of the online channel and use of contemporary technology presents an opportunity, at least in theory, to disintermediate the used car market by selling direct to consumers through a lower cost, higher service model, by buying direct from consumers or via new online marketplaces, and by building brand leadership and market share through aggressive marketing. Used car competitors can respond to this opportunity in a range of ways, from building a basic-catalogue type website to spending massive money on technology and marketing on “ As Motorpoint continues to improve its omnichannel customer experiences and data-driven processes, and to invest in more effective marketing and store expansion, its brand awareness, market share, sales and profits should rise, creating a substantially bigger and more profitable business.” John Walden Chair 1 8 Motorpoint Group PLC | Annual Report and Accounts 2023 Value creation Motorpoint is today one of the best operators in the UK’s used car market, as measured by its strong margin per car sold while simultaneously providing a lowest price promise, and industry leading NPS. With over 25 years of experience, it has proven its superior pricing models and market-leading efficiency in inventory management, vehicle re-conditioning, logistics and store operations. Motorpoint is using technology to further reduce costs across business processes and operations, including to reflect the cost saving opportunities in stores and call centres from increased consumer take-up of Motorpoint’s improved digital services. In the near term we expect the market for used cars in the UK to continue to be difficult due to, among other things, softened consumer demand, limited stock availability and high financing costs. However, we believe Motorpoint will emerge from the current depressed consumer market a more efficient and competitive business having made progress on multiple key strategic initiatives in technology, marketing, and its digital and physical channels. Over the long term we will make further investments, offset to a degree by efficiencies across the business. As Motorpoint continues to improve its omnichannel customer experiences and data-driven processes, and to invest in more effective marketing and store expansion, its brand awareness, market share, sales and profits should rise, creating a substantially bigger and more profitable business. I would like to thank all of my colleagues at Motorpoint, at our Head Office and across the UK network, for their continued hard work and commitment. Whilst the current macroeconomic environment and car industry pose challenges for our company and UK consumers face significant uncertainty, I remain excited by the opportunity in front of us and confident that Motorpoint is well positioned to deliver significant shareholder value in the long term. John Walden Chair 14 June 2023 an online only model in hopes that scale can eventually cover central costs and show profit. We believe that Motorpoint and its strategic approach are uniquely positioned to become a leader in this changing used car market and thereby grow revenues and profit substantially. Customer proposition Based on our customer data, the use of digital services is becoming universal amongst car buyers and sellers. However, some degree of physical connection continues to be preferred by most customers to provide reassurance and trust in the transaction. In other words, UK consumers prefer to buy used cars and ancillary services on a cross-channel basis, using digital channels and physical touchpoints interchangeably in their purchase journey. Similarly, consumers prefer a cross-channel approach to selling their cars, as online sources provide pricing and other data while a physical connection is required to validate and collect the vehicle. Motorpoint, as an omnichannel retailer, is perfectly positioned to serve this need and is developing integrated consumer journeys to provide a digital channel, store sales and service channel, and home delivery and collection options, underpinned by sophisticated data, that allows customers to learn, shop and build confidence and trust in their purchase or sale and helps Motorpoint know just what degree of assistance is needed at each stage of the journey. This innovative customer experience, coupled with Motorpoint’s price and service offer, should provide a leading proposition in the market. Growth Motorpoint has seen its market share grow with increased brand awareness. Importantly, we also see this awareness grow where we have a local store presence. Where Motorpoint has stores and has deployed targeted marketing programmes, its mature market share of 0–4 year old vehicles is 8.9% compared to 3.5% nationally. The profitability profile of a Motorpoint store is also favourable. Historically, in a normalised economic environment a new store turns profitable in its second year and at maturity can generate profit in excess of £2m-£3m per annum. With ongoing improvements to its digital and store customer experiences, and expanded and improved marketing, we believe that Motorpoint’s mature and national market shares can be higher and its timeline to maturity accelerated. Motorpoint has stores in 20 market regions and believes up to 25 markets are targets for future stores, leaving ample growth opportunity. With national brand awareness, a strong digital offer and an expanded network of service points, we would expect market share outside of store catchments to grow as well. Motorpoint Group PLC | Annual Report and Accounts 2023 1 9 GovernanceStrategic ReportFinancial Statements C H I E F E X E C U T I V E ’ S S TAT E M E N T There is a significant opportunity for Motorpoint to become a larger, highly profitable market leader Good progress against strategic objectives, with strong advancements in technology, store expansion and resultant market share growth. I N T R O D U C T I O N Overview During FY23, we continued to execute on our investment strategy to offer our customers a truly holistic experience when it comes to purchasing a used car, with guaranteed access to our outstanding price leadership proposition. I am pleased that we achieved record revenue of £1,440.2m, up 8.9% on FY22, of which £660.5m was derived from E-commerce sales (FY22: £624.9m). This was helped by vehicle mix and inflation, but we also achieved meaningful market share gains in a smaller market due to investment in new geographical areas, digital and technology capability, and price leadership. As previously highlighted, we experienced a number of headwinds in FY23, which impacted profitability. Rapidly rising inflation, consumer uncertainty and worldwide vehicle supply chain challenges are significantly affecting the used car market. For example, the market for our 0–4 year old sector has fallen from a pre Covid high of 2.45m sales per annum to 1.55m. In addition, higher interest rates also resulted in lower finance commissions where we chose not to pass the full cost increases onto customers, and our interest costs of £7.1m more than doubled from FY22. “ We are the UK’s leading omnichannel used vehicle retailer, investing for significant, profitable long term growth.” Mark Carpenter Chief Executive Officer 2 0 Motorpoint Group PLC | Annual Report and Accounts 2023 I N T R O D U C T I O N 84 Net Promoter Score In a year we have stocked over 555 models 8.9% market share within 30-minute drive time of a store (0–4 year old car market) Margins were also eroded by the well-documented fall in Electric Vehicle prices in the latter part of FY23 with as much as a 30% reduction in stock values over a four month period. These factors influenced the reduction in profitability, resulting in a loss before taxation of £0.3m, down from a profit of £21.5m in FY22. Despite these headwinds we consciously continued to execute our planned investment in strategic objectives, which cost an incremental £6.1m in FY23. We have worked hard during the year to manage non- strategic costs, and headcount at year end had dropped to 794 (FY22: 928), even with the opening of new stores. Our cash position has improved significantly since the end of FY22, despite the lower profitability. Net cash, excluding lease liabilities, at year end was £5.6m (as set out on page 160), compared to net debt of £(21.2)m in FY22. This was largely due to the use of the stocking facilities, which allowed full repayment of the £29.0m revolving credit facility during the first few months of FY23. We believe that there is a significant opportunity for Motorpoint to become a larger, highly profitable market leader in a changing and fragmented market. This will involve investments over time in data-driven technology, digital and store customer experiences, and growth including marketing and store expansion. In the shorter term, the business is expected to benefit from the increase in new car registrations, therefore expanding supply. Strategy update In June 2021, we announced our objectives to significantly increase our rate of growth, with the aim of at least doubling FY20 revenue to over £2bn in the medium term by: • Growing our E-commerce revenue to over £1bn by substantially increasing investment in marketing, technology and data. • Opening 12 new sales and collection stores to service revenue growth, increasing investment in the customer proposition, and expanding our supply channels. • Leveraging our E-commerce platform Auction4Cars.com to accommodate new supply channels and to launch our marketplace offering. Increasing operational efficiency through further automation and technology investment as customers migrate to E-commerce channels. • As a result of our strong performance in key strategic areas, the Group has made good progress on these targets. Since the objectives were announced, the Group has benefitted from high vehicle inflation and car mix, increasing the average selling price per vehicle; however, challenges in availability and then weaker demand in the used car market has materially hindered unit sales growth. In the year, our share of the 0–4 year old market increased to 3.5% (FY22: 3.1%, and from 2.4% when the strategy was launched), whilst market share within 30 minute drive time of a store increased to 8.9% (FY22: 7.7%). There is clear correlation between market share and unprompted brand awareness. Two more new stores opened successfully in FY23, namely Edinburgh and Coventry. Both are in strategically significant regions, and we are pleased with their performance. Ipswich, our 20th store, opened in May of this year. While difficult trading conditions remain, we will pause our new store rollout programme, as we concentrate on investment that offers the best near term return. During FY23, we have made rapid progress enhancing our digital capability. We are seeing the benefits of hiring an experienced Chief Digital Officer, who has built up an in-house digital team, with a significant increase in digital sales leads. We also opened our new state-of-the-art Tech Hub in Manchester to help us attract the best talent in the digital industry as we enhance our online presence. Our website has been subject to much investment, and now includes a new, lifestyle inspiring landing page, improved search workings, imagery, product information, drop down functionality and a more premium look and feel. In addition, work has been progressing quickly on integrating marketing platforms, SEO enhancements, targeted brand awareness and communication, Motorpoint Group PLC | Annual Report and Accounts 2023 2 1 GovernanceStrategic ReportFinancial Statements C H I E F E X E C U T I V E ’ S S TAT E M E N T C O N T I N U E D and eCRM capability. These enhancements are all designed to improve the customer journey and increase efficiency. We continually enhance the way in which we use data to make informed decisions, particularly with regard to how we price vehicles. Our capability has been bolstered with the introduction of Tom Tang who joined Motorpoint as Chief Technology Officer in March. Tom has over 20 years of experience in technology leadership with his recent roles as CIO, Alliant Energy, Sainsbury’s and Argos. Tom is an advocate of the benefits of AI capabilities which benefit both the customer and employee. A key focus for the business has been the use of automation to improve efficiency, whether it be making things easier for customers in store and on the website or automating back office functions. Automation progress will further accelerate as Tom settles into the business. The investment that we undertook in FY23 was to build a market leader. This included future-proofing the business, providing us with enhanced technology capabilities to improve our customer proposition and automation to drive efficiencies, both of which help us to withstand tougher market conditions. The Group is now better positioned for the future, and we are in a position to scale back on our investment spend, utilising these new capabilities, and focus only on pursuing the most impactful strategic investments. Customers As we innovate our omnichannel customer experiences, our highly engaged team continued to deliver our market leading proposition of Choice, Value, Service and Quality to our loyal customers with an unerring focus on customer satisfaction. Our NPS for sold vehicles remains at a record high 84. and in store customer journey. The focus currently is on improving customer experience, and how we can serve them even better, linking their in store experience to online research. How customers shop with us is becoming increasingly interchangeable between channels. Our team Our operating model of how our employees and stakeholders interact, the Motorpoint Virtuous Circle, combined with our Values of Proud, Happy, Honest and Supportive continue to provide a robust framework for explaining how we get things done and what factors to consider when decisions are required. During the year, we introduced new and improved tools to help us attract and retain the best talent including a new careers website and e-applicant tracking system, an onboarding tool and a powerful internal communication platform. We are already seeing the benefits of attracting top talent and we were pleased to receive an increased number of applicants for positions at our new store in Ipswich. We believe that the engagement of our team is directly correlated to our customer satisfaction, and we sponsor multiple initiatives to enhance their experience with Motorpoint. Our ‘One Big Dream’ initiative has been a huge success, with our people using two paid hours per month for their own fulfilment. We are proud to have again been selected in the UK’s 100 Best Companies to Work For, our ninth consecutive selection. At my senior team level, with the introduction of Kal Singh, Chief Operating Officer, in December and more recently, Tom Tang, Chief Technology Officer, in March, I believe that all the building blocks are now in place to further accelerate our strategic objectives. During FY23, we introduced Project One, which is Group wide, and looks at how Motorpoint will operate in the future to seamlessly join our online Environmental, Social and Governance (‘ESG’) The Group has made significant progress on its ESG strategy. The 2 2 Motorpoint Group PLC | Annual Report and Accounts 2023 ESG Committee is fully operational and has been instrumental in setting out appropriate ESG targets. We want to be viewed as the most environmentally friendly used car retailer. During FY23 we have had a specific focus on ‘GHG emissions and reductions’, ‘recycling, waste recovery and reductions’, and ‘energy use, conservation and reductions’. We delivered a 7.3% reduction in energy usage per square foot compared to FY22, and waste to landfill was practically zero (0.2%). Also, water consumption fell by 15.4% in the year. Working towards these targets has seen us make good progress in data availability, visibility, and awareness across the business. Throughout FY23 we have remained committed to energy management, championing this through internal communication channels which promote and incentivise energy efficiency. From an Electric Vehicle (EV) standpoint, FY23 saw us make substantial progress upgrading our estate to support this expanding part of the market. We sold 137% more EVs this year compared to FY22. Outlook As already mentioned, rising inflation and interest rates, consumer uncertainty and vehicle supply challenges significantly affected the used car market and impacted our financial performance in FY23. However, Motorpoint has a strong track record of demonstrating financial resilience in a downturn, with market share gains and an ability to effectively manage cash resources. This ability will allow the Group to continue investing prudently in our strategic objectives. The Group expects to emerge in a normalised market as a leaner and more valuable business ready to seize a significant opportunity. Our short term focus is on cash conservation by increasing margin and lowering our cost base, which will improve profitability. Mark Carpenter Chief Executive Officer 14 June 2023 K E Y P E R F O R M A N C E I N D I C AT O R S It’s important that we measure our performance N O N - F I N A N C I A L K P I S Estimated sales from digital leads4, 8 21.1k 2023 2022 21.1K 19.3K F I N A N C I A L K P I S 1 Revenues (£m)2 £1,440.2m Gross profit (£m)2 £85.7m Market share (0–4 year old market)4 3.5% 2023 2022 £1,440.2M £1,322.3M 2021 £721.4M 2020 2019 £1,018.0M £1,058.7M 2023 2022 2021 2020 2019 £85.7M £106.3M £62.5M £78.9M £79.9M 2023 2022 2021 3.5% 3.1% 2.4% Gross profit per retail unit (Loss) / Profit before tax (£m)2 Net Promoter Score3 £1,300 £(0.3)m 2023 2022 2021 2020 2019 £1,300 2023 £(0.3)M £1,446 2022 £21.5M £1,254 2021 £9.7M £1,152 £1,150 2020 2019 £18.8M £22.2M 84 2023 2022 2021 2020 2019 84 84 83 81 78 Net Cash/(Debt) (£m)2, 5 ROCE2, 7 Number of stores at year end6 £5.6m 17.3% 2023 £5.6M 2023 17.3% £(21.2)M 2022 2021 6.0M 2020 £0.8M 2022 2021 2020 2019 £13.8M 2019 74.6% 52.7% 96.5% 96.2% 1 Definitions of terms can be found in the 5 Cash less borrowings, excluding lease Glossary on page 161. liabilities (as set out on page 160). 2 The KPIs for FY19 have been restated 6 Number of open stores at year end. following the adoption of IFRS 16 in FY20. 3 The 2021 data is based on H2 of that year, which is considered to be more representative due to lockdowns during the COVID-19 pandemic. 4 Data not tracked on a like by like basis for the full five year period. 7 Operating profit relative to the average of opening and closing net assets (as set out on page 160). 8 Based on number of reservations, test drives, and enquiries originating from digital channels. 19 2023 2022 2021 2020 2019 19 17 14 13 12 Two new stores opened in FY23 taking our total stores up to 19, and a 20th store opened in May 2023, improving national coverage. Motorpoint Group PLC | Annual Report and Accounts 2023 2 3 GovernanceStrategic ReportFinancial Statements O U R S T R AT E G Y The Car Buyer’s Champion Our strategy remains to grow revenue to more than £2bn in the medium term. This will be delivered by continued focus on our customer, ensuring we meet their needs and demands online while delivering the highest levels of service, quality and support through our growing nationwide retail network. “ The strategy has proven successful despite challenging headwinds. As a consequence of the fall in new car production, our market has shrunk, although we continue to take a greater share of our available market.” Mark Carpenter Chief Executive Officer 2 4 Motorpoint Group PLC | Annual Report and Accounts 2023 Good progress was made in the year against the four pillars of our strategy. Rapidly upscaling our E-commerce capability • Experienced CTO joined in March 2023 • New tech roles recruited, with focus on developers and the cloud • Future roadmap for our tech stack • Data science solutions delivered enhancing marketing performance, and supply and demand insights • Digital journey improvements • including the development of a full end to end purchase journey on our website Improved email engagement metrics, such as higher click through and lower unsubscribe rates • More frequent and targeted email communication • New tech hub launched in Manchester store – help attract best talent Expand wholesale and E-commerce channels • Further investment in infrastructure, technology and brand marketing • Car buying service is a fully automated digital first operation • Website enhancements to improve customer journey • Auction4Cars.com operates as an automated digitally led marketplace • Low purchase fees for dealers Increase customer acquisition and retention • Appointment of a brand new position, Customer Excellence Director • Two new stores in FY23 and a further store in May 2023 • Share of voice growth and improved brand awareness • Price leadership maintained • Growth in MyMotorpoint • accounts Increased product choice for customers • Focus on social media • Project One launched to further improve customer experience at all touchpoints • New brand advertising campaign launched in December 2022 Operational efficiency through technology and innovation • Further development of QC app to measure preparation efficiency • Prep time improvement from 9.4 days to 8.3 days (0–4 year old cars) • Automated payments solution launched • New telephony collaboration platform launched • Enhancements to encourage customers to complete journey online, freeing up time for employees • Headcount fall supported by automation and customer self-serve Motorpoint Group PLC | Annual Report and Accounts 2023 2 5 GovernanceStrategic ReportFinancial Statements O U R S T R AT E G Y C O N T I N U E D S T R A T E G Y P E R F O R M A N C E F O R 2 0 2 3 Upscaling our E-commerce capability Investment into our technology, data, E-commerce capability will accelerate future growth Motorpoint’s visibility in Google’s search listings is up over 176% year on year, capitalising on investment in the website, content and marketing teams. Link to strategy Rapidly upscaling our E-commerce capability Operational efficiency through technology and innovation FY23 highlights • Impact of recruitment of experienced Chief Digital Officer and new Chief Technology Officer joined in March 2023 • New technology capability building; focus on product development, engineering and cloud • Data science increasingly driving business • decisions Insight driven paid media strategy based on key data sources, to drive cost efficiencies and deliver growth • More frequent and targeted email communications and digital activity • Digital & Tech Hub launched in Manchester store – will support and attract the best talent in a range of digital roles • Recruitment of a new Digital Marketing Director and a team of digital marketing experts covering a range of channels including paid search, Search Engine Optimisation (‘SEO’), email, digital PR and social media • Build of an in-house content production team, covering everything including content writers, editors and video producers High performance digital team now embedded Digital Marketing • In-housing of team drives advanced thinking and techniques • Significant reduction in operating costs compared to outside agencies Product • Opportunities to increase sales, improve customer excellence and generate business efficiencies • Reduction in development time through product owners partnering with engineering teams • Development of new site features and functionality to create seamless online and offline Customer Experience Content and Design • Content team recruited to drive SEO through written • and video content In-house User Experience and User Interface teams recruited to test and enhance Customer Experience 21.1k Estimated sales from digital leads 2022: 19.3k +12.5% Mobile traffic Year on year Q4 growth 2 6 Motorpoint Group PLC | Annual Report and Accounts 2023 S T R A T E G Y P E R F O R M A N C E F O R 2 0 2 3 Growing our market share Creating a true omnichannel experience for customers Market share growth as customers repeat purchase at a location and brand awareness increases in new regions. Link to strategy Increase customer acquisition and retention FY23 highlights • New brand proposition launched in December 2022 focusing on our product quality and unbeatable prices – There’s no car like a Motorpoint car • Multichannel awareness driving campaign launched on Christmas Day • Six new market area locations since October 2021 (at time of publication of report) • New branches accelerate market share in new markets • Price leadership linked to significant market • outperformance Increased product choice for customer (SKU unique mix over 80%) • EVs sold up 137% compared to FY22 8.9% market share (within 30 mins) • Customer Board introduced – to enhance customer experience and KPIs • Project underway to establish how Motorpoint will operate in a future omnichannel world – best service, best customer experience, seamless website and branch experience; remuneration packages modified to drive market share further 3.5% Market share (0–4 year old car market) 2022: 3.1% 20 Stores nationwide (at time of publication of this report) Motorpoint Group PLC | Annual Report and Accounts 2023 2 7 GovernanceStrategic ReportFinancial Statements O U R S T R AT E G Y C O N T I N U E D S T R A T E G Y P E R F O R M A N C E F O R 2 0 2 3 Operational excellence Operational efficiency through technology and innovation Link to strategy Operational efficiency through technology and innovation FY23 highlights • Efficiency improvements in store, preparation and back office functions • Automation supporting headcount reduction, despite increases in digital capability and new stores • Ongoing review of remaining manual processes to establish what can be automated, along with customer self-serve • Further development of QC app helped time taken to prepare a car by 12% from previous year • Store LFL headcount reduction following automation and customer self-serve • Company-wide procurement review launched providing cost saving benefits • As well as website enhancement, projects include Salesforce CRM, IT hardware refresh, networks upgrades and new Collaboration platform to enhance customer service 12% reduction in preparation time on 0–4 year old cars in FY23 2 8 Motorpoint Group PLC | Annual Report and Accounts 2023 S E C T I O N 1 7 2 S TAT E M E N T Our stakeholders at the heart of our model The Board has a duty to promote the long term, sustainable success of the Company and of the wider Group. The baseline duty is set out in section 172 of the Companies Act 2006, but in reality, it is broader and the Board considers a wide range of statutory and other factors within its decision making process. Board decision making will always encompass: • the likely consequences of any decision in the long term and the risks to the Group and its stakeholders; the interests and wellbeing of our people and the communities where we are present; the impact of our vehicles and business on the environment and the need to ‘decarbonise’; the Group’s relationships with its customers and suppliers; and the importance of our reputation for integrity and high standards of business conduct. • • • • Motorpoint believes that a key mechanism in ensuring that it makes good long term and sustainable decisions is open, two way dialogue with all our key stakeholders. We believe that understanding the perspective and needs of our stakeholders is vital to the Group’s success. Good governance, our business ethics and integrity are essential to continue to be an attractive company for our investors, employer for our employees, partner for our suppliers and retailer for our customers. We have a code of conduct in place for all employees, which sets out our expectations for ethical behaviour and responsible decision-making. We also have a dedicated customer care team that is focused on ensuring that our customers are satisfied with the service we provide. In addition to this, we have also established several community initiatives to support the local communities in which we operate. We recognise that our success as a business is closely linked to the wellbeing of the communities in which we operate, and we are committed to being a responsible, sustainable member of our local communities. We regularly review our policies and procedures to ensure that they are in line with our obligations under Section 172 and that they continue to effectively take into account the needs of all our stakeholders. This Section 172 statement signposts in more detail some of the key ways in which we have engaged with stakeholders across the year ended 31 March 2023 and built confidence in the sustainability of their relationship with the Group. It should be read in conjunction with: • • • • • • the Chair’s statement on pages 18 and 19 the Chief Executive’s statement on pages 20 to 23 the ESG report on pages 33 to 49 the Chief Financial Officer’s review on pages 58 to 61 the Risk landscape from pages 62 to 72 the Governance and related reports from pages 76 to page 114 Motorpoint Group PLC | Annual Report and Accounts 2023 2 9 GovernanceStrategic ReportFinancial Statements S E C T I O N 1 7 2 S TAT E M E N T C O N T I N U E D E N G A G I N G W I T H O U R S T A K E H O L D E R S Engaging and understanding the needs of our key stakeholders has never been more important and is critical to the Board’s decision making. Stakeholder Why we engage How we engage Outcomes and how feedback reaches the Board Our people We have an experienced, diverse and dedicated workforce which we recognise as a key asset of our business. Therefore, it is important that we continue to develop the right environment and Company culture to encourage and create opportunities for individuals and teams to realise their full potential. • b-Heard annual engagement survey twice a year, February and September • Conducted a DEI survey in September 2022 • Launched Workplace – our new internal communications platform – to improve communication between teams and across the business • b-Heard results and annual people plan presented to the Board at January Board meeting • Have held various SLT sessions on DEI, with an external DEI specialist, creating our strategy and SLT commitments • Continued to offer health and wellbeing initiatives with mental, physical and financial support • We have set up a designated • We committed to ensuring we pay session for all stores and team members to receive dedicated monthly time with the Senior Leadership Team (‘SLT’), driving more engagement across the whole business with the SLT • Training and talent development programmes that are now a mix of in person and online • Monthly SLT/CEO listening groups called “Ask me Anything” carried out across the country • Designated NED (Non Executive Director) overseeing workforce engagement and ensuring updates are provided to the rest of the Board • Direct feedback sought on a regular basis via NPS (84 in FY23), Feefo (Platinum rate) and Google reviews • Monitoring/reporting of sales, footfall, website traffic and internet search analyses • Dedicated customer care team • Social media and websites • Project launched to improve all aspects of customer journey • Direct contact in stores at least the Real Living Wage • People reports at scheduled Board meetings • Annual pay review and reports to the Remuneration Committee who approved an additional “Cost of Living” pay review in January 2023 • We’ve invested in salary levels in key strategic areas of the business and raised the Motorpoint living wage in line with the national living wage pages 40 - 47 • High NPS score • Strong repeat and referral business • Use of data to better understand customer needs, and addressing these • Customer research is informing the development of a vehicle and customer data profile • Standard terms of business and regular supplier meetings • Contingency planning should there be a failure in the supply chain • CEO and Senior Management Team focus on supply chain challenges arising from expanding into new channels and suppliers • Supplier and distributor onboarding due diligence (financial, quality, business integrity and compliance, component supply, modern slavery, etc) • Ongoing management of supplier relationships • Procurement review undertaken to assess how we improve efficiency • Engaging with a broad range of suppliers and regular transition between channels, with a similar level of flexibility in our product offering • Further strengthening of supply chain team and processes Our customers Our suppliers and partners We’re here to help our customers buy the car they want, in the way they want. Our Choice, Value, Service and Quality proposition is reliant on having the right partnerships to enable us to deliver for customers. We have an unerring focus on customer satisfaction. It is crucial that we develop and maintain strong working relationships with our suppliers, so we can enhance the efficiency of our business and create value, and make sure we treat suppliers in line with our values and ethical standards. We continually assess our supplier and partner network, and leverage both internal and external expertise to ensure appropriate relationships and fair economics. 3 0 Motorpoint Group PLC | Annual Report and Accounts 2023 Stakeholder Why we engage How we engage Our communities Our employees care deeply about our communities. As a responsible employer, we want to contribute to the economic development and sustainability of our communities. Our shareholders Our environment As a company with a premium listing on the London Stock Exchange’s Main Market, we need to communicate clearly and effectively with our existing and prospective shareholders to develop their understanding of how the Group’s businesses are managed to generate sustainable returns and long term success. Through channels such as climate change and increasing legislative requirements, the natural environment affects many aspects of what we do. Our own materiality research also shows that the importance of environmental concerns rated highly among our other stakeholders. As a business, we need to do what we can to support our environment to ensure a sustainable business. • We have appointed a Sponsorship, Partnership and Charity Manager who leads our community activity and investment initiatives • We hold a number of partnerships and subscriptions to support underrepresented groups e.g. Automotive 30% Club (Gender), Stonewall (LGTBQIA+), 55 Redefined (Age) • Entered into partnerships to create better gender balance within the automotive industry • Commitment to invest in the successful and sustainable delivery of careers and education for young people in our local communities • All team members are entitled to paid time off to support volunteering in the community • Annual Report • Consultation with lead investors and voting advisory organisations • RNS announcements • Annual General Meeting • Investor presentations • Corporate website • Roadshows arranged twice a year to engage with investors • Investors have the opportunity to visit stores and meet a range of employees • Expanded monitoring of our GHG emissions and ongoing reduction/ offsetting activities to support our efforts to reduce the impact of our emissions • Continuous monitoring of our waste and implementation of improvements to reduce waste to landfill while increasing our overall recycling • Engagement with third parties who provide expertise • Ongoing implementation and exploration of water saving projects • Continued consideration into reduction and offset of our indirect environmental footprint, such as products sold Outcomes and how feedback reaches the Board • Awards and recognition • Sponsorship and volunteering by employees • Continuing with our community focused partnerships which cement our contribution to the economic development and sustainability of these communities • Raising funds for local charities close to our stores across the UK • We support payroll giving to allow team members to support charities that are important to them, many of which will be local pages 44 - 45 • The Board is provided with regular feedback on investors’ views and market developments • Face to face and virtual meetings with investors • We issued regular trading updates via the RNS facility to update the market on the financial performance of the business • Our websites (www.motorpointplc.com and www.motorpoint.co.uk) provide a broad range of information and data • Monthly reporting on shareholder trading • ESG Committee at PLC level to oversee ESG matters • Environment is a key pillar of the ESG Committee • Sustainability Manager whose role includes the implementation of environmental projects • Formal ESG strategy in place with three key areas linked to our environment • Environmental performance measures included in annual report including waste and GHG emissions pages 34 - 39 Motorpoint Group PLC | Annual Report and Accounts 2023 3 1 GovernanceStrategic ReportFinancial Statements S E C T I O N 1 7 2 S TAT E M E N T C O N T I N U E D H O W W E M A D E O U R K E Y D E C I S I O N S Below we set out how we considered the interests and needs of stakeholders in two of our key decisions this year. Decision 1: Cost of living support Recognising the challenges facing many of our employees due to the cost of living crisis, it was agreed to bring forward the increase in base salaries to be in line with the Real Living Wage from 1 April 2023 to 1 January 2023. In bringing forward this pay increase, we considered: The long term effect Our people are a key asset to the success of the business, and supporting them through the cost of living crisis will help to retain talent in the business. Affected stakeholder groups Customers and consumers The retention of our talent leads to a better customer experience, and increases the level of repeat purchases due to stronger relationships. Employees It was recognised that the cost of living crisis was impacting many colleagues in the business, and the Board considered various ways in how to best support those through this challenging period. Bringing forward the increase to the Real Living Wage would allow employees to benefit immediately from an increase to their pay. It was noted that progression opportunities would also be created to support career development pathways. Investors Investors are increasingly focusing on the alignment of executive pay and the wider workforce, and have shown their support for companies who are introducing cost of living measures. Decision 2: Continued investment into stores As part of our strategy to increase market share and boost our omnichannel approach, we took the decision to open new stores in Edinburgh and Coventry, taking our number of stores nationwide to 19 at year end. A further store in Ipswich opened in May 2023 bringing our total stores up to 20. In opening these stores, we considered: The long term effect Growing our market share and increasing our brand awareness will allow us to deliver long term sustainable and profitable growth. Affected stakeholder groups Customers and consumers The locations of our new stores mean that we are able to be closer to customers and increases the number who live within a 30 minute drive. This helps to give greater choice when deciding on their next car purchase. Employees Our continued investment to deliver on our strategy helps to motivate our employees across the business, demonstrating the long term view being taken despite the challenging environment currently being faced. Investors The new stores help to accelerate market share in new markets, supporting our growth strategy as customers purchase at new locations and brand awareness increases. This increase in market share will lead to longer term sustainable and profitable growth. Community Each of our stores engages with a local charity that resonates not only with the staff of that store, but also with the local community. Opening new stores allows us to further deliver on our social impact and supports our charity strategy. 3 2 Motorpoint Group PLC | Annual Report and Accounts 2023 E N V I R O N M E N TA L , S O C I A L A N D G O V E R N A N C E D r i v i n g s u s t a i n a b i l i t y : “ Our commitment to ESG is a key consideration in all decisions we take at Team Motorpoint” Mark Carpenter Chief Executive Officer Our commitment to sustainability and responsible corporate citizenship has been a focus point in the year with the aim of Environment, Social and Governance (‘ESG’) to be considered in everything we do. We take this responsibility very seriously and the Board’s ESG committee oversees all work that we do in this area. In this section, you will find a comprehensive overview of our ESG initiatives, strategies and achievements over the past year, as well as our plans for the future. We believe that ESG performance is not only important for the long term success of our business, but also for the betterment of society and the environment as a whole. Environment FY23 Summary: An overview of the targets we set in the year and our progress towards them alongside key changes and further steps we aim to take in future years. Waste management: An overview of our waste management strategies, including our approach to reducing, reusing and recycling waste. We will also report on our progress towards our waste reduction targets and provide information on how we are working to minimise our impact on the environment. Pages 34 – 35 Page 35 Energy and water usage: We recognise the importance of minimising our use of natural resources and are committed to reducing our carbon footprint. This section will provide data on our energy and water usage, as well as an overview of our initiatives to reduce our consumption and improve our efficiency. Pages 35 - 36 Emissions data: We understand that the automotive sector is a significant contributor to greenhouse gas emissions, and we are committed to playing our part in reducing this impact. In this section, we will provide data on our emissions from our operations across our Scope 1, 2 and 3 footprint. Pages 36–39 Social Governance Social responsibility: We believe that social responsibility is a key component of our ESG performance, and we are committed to supporting our team members, customers and the communities in which we operate. This section will provide an overview of our social initiatives including our commitment to diversity and inclusion, community outreach and employee wellbeing. Governance: We recognise that good governance is essential for building a sustainable and responsible business. In this section, we will provide an overview of our governance framework, including our approach to risk management, board composition and diversity, and ethical business practices as well as our TCFD aligned disclosures. Pages 40– 47 Pages 48 – 49 Motorpoint Group PLC | Annual Report and Accounts 2023 3 3 GovernanceStrategic ReportFinancial Statements E N V I R O N M E N TA L , S O C I A L A N D G O V E R N A N C E C O N T I N U E D E N V I R O N M E N T FY23 Summary During FY23 we had a specific focus on the following three environmental factors: • GHG emissions and reductions • Recycling, waste recovery and reductions • Energy use, conservation and reductions This year, we set ambitious targets focusing on the core aspects of the environment that are most important to our stakeholders. Our goals were to achieve a 10% reduction in like for like energy usage vs FY22; and achieve zero waste to landfill by the end of FY23. We are pleased with the progress made against the targets in the year, full details can be found on page 35. Working towards these targets has led us to make great strides in improving data availability. We now calculate regular footprints internally for periodic reporting and track energy and water usage monthly on a store by store basis. During FY23 we adopted our first internal intensity ratio as a KPI for monitoring our emissions and driving sustainable business growth. The metric is defined as our total Scope 1 & 2 and Business Travel divided by the total floor area of the business (tCO2e/floor Area – sq ft). This metric helps us deliver more accurate like for like comparisons with previous years and is disclosed in our SECR statement later in this section. While we strive to make improvements and reduce the impact of the business on the environment, we have also ensured we adhere to the relevant regulatory standards and compliance obligations. The third phase of the Government’s energy saving opportunities scheme (‘ESOS’) was successfully undertaken during FY23 and was complete early in FY24. In addition, we now have fully aligned with the Task Force on Climate related Financial Disclosures (‘TCFD’). Finally, in line with our prior year reporting we continue to adhere to the SECR requirements. Throughout FY23 we have remained committed to energy management, championing this through our internal communication channels promoting and incentivising energy efficiency throughout our organisation. While FY22 saw some infrastructure changes such as the completion of our switch to LED lighting, FY23 has seen us focus on data accuracy, reporting and targeted engagement resulting in our successful reduction in like for like energy usage against FY22. We have also enhanced the governance in this area with our Board level ESG Committee conducting several meetings in the year, chaired by Adele Cooper, as well as an internal ESG Committee continuing to meet regularly, actioning and delivering governance over our key ESG priorities. 3 4 Motorpoint Group PLC | Annual Report and Accounts 2023 Despite the volume of new store openings and refurbishments, our continued partnership with Go-Green ensured that we reduced our waste to landfill figure to a minimal level. Additionally, we have increased the percentage of waste recycled to 85.6% indicating our steady progress towards pushing our waste up the waste hierarchy to minimise its impact on the environment which in turn has impacted the waste recovered percentage which reflects the higher proportion of waste recycled in the period. Total waste figures Total Waste Kg Waste / sq ft Percentage waste recycled Percentage waste recovered Percentage waste to landfill FY23 FY22 1,062.9t 948.2t 1.28 85.6% 14.2% 0.2% 1.24 81.0% 18.1% 0.9% Energy usage During FY23, our use of electricity increased by 9.8% owing to our increased footprint as well as increased consumption due to the increase in EV charging points in the business. Whilst electricity has been a challenge, we have seen a steady decline in our reliance on gas supplies with some examples of gas supply point usage dropping to almost zero in FY23. We have seen a 10.5% reduction in total gas usage vs FY22, leading overall to a 0.3% increase in total energy usage, which is a pleasing result given the overall increase in the portfolio of stores in the business. This overall reduction equates to a like for like 7.3% reduction in our usage when compared to the relative square footage of the business year on year, which represents good progress against our stretch target of 10% like for like reduction in FY23. Total electricity and gas usage Total Electricity kWh Total Gas kWh Total Energy kWh / sq ft FY23 FY22 % change 5,269,331 4,799,812 3,811,120 4,256,690 9,080,451 9,056,502 10.94 11.80 +9.8% -10.5% +0.3% -7.3% Also core to our ESG framework is the need to adapt to customers as buying trends move to favour more sustainable products. Whilst Electric Vehicle (‘EV’) sales had well documented challenges in FY23 we still expect increased demand for EVs in the future. This not only extends to adapting to a rise in the EV market, but also making sure we stay ahead of any incentives that local authorities currently offer, or may offer in the near future. FY23 saw us make substantial steps to upgrading our infrastructure to support the market for EVs. We installed charging stations at our vehicle preparation centres to alleviate our reliance on the national EV charging network. Additionally, our Coventry branch now has customer EV chargers live, and we plan to install additional charging stations at further stores, including Ipswich. In addition to our own internal improvements, we have continued to work closely with local authorities to support customers in making environmentally conscious decisions. Our Birmingham and Oldbury stores continue to operate as the exclusive dealerships for Birmingham City Council’s scrappage scheme, offering people working in the clean air zone the chance to scrap their old car and receive £2,000 credit towards a compliant vehicle or a mobility credit. Waste management During FY23, we continued to prioritise our efforts towards improving our data capture, resulting in the ability to complete a full year on year comparison for the first time thanks to our continued partnership with Go-Green. We experienced an increase in total waste generated compared to FY22, due to the expansion of our activities through new store openings and store refurbishments conducted in the year. The store refurbishments also led to an increase in waste generated per square foot of the business compared to FY22, as these activities generate a higher amount of waste than business as usual operations. Motorpoint Group PLC | Annual Report and Accounts 2023 3 5 GovernanceStrategic ReportFinancial Statements E N V I R O N M E N TA L , S O C I A L A N D G O V E R N A N C E C O N T I N U E D Energy Saving Opportunities Scheme (‘ESOS’) ESOS is a mandatory energy assessment scheme for organisations in the UK that meet the qualification criteria. The Environment Agency is the UK scheme administrator, with all ESOS reports submitted to them directly. Organisations that qualify for ESOS must carry out ESOS assessments every four years. These assessments are audits of the energy used by their buildings, industrial processes and transport to identify cost- effective energy saving measures. Following its introduction in 2014, the scheme is currently in its third phase of reporting with the compliance period starting from 31 December 2022. We have already met this deadline and the report generated contains a number of potential areas for us to focus on, assisting with our journey to net zero. Water use and reduction Invoiced water usage is now tracked monthly, on a per location basis. This is a significant data improvement over previous years and will help us on our path with actionable data to help us use water more sustainably across our operations. During FY23 we achieved a 15.4% reduction in total water usage across the business. One of the factors in achieving this water reduction has come from our work with HSG UK who were appointed in FY22. This year we have benefitted from reduced consumption, with the added benefit of utility bill savings and an improved washroom experience for our people and our customers. During FY23 we surveyed our Sheffield and Derby stores. The findings showed that the urinals operated on a standard fill and flush system, which usually flush in 15-minute intervals, adding up to 96 flushes per day. We compared this to HSG’s Ureco system which reduces flushes to 4 per day, potentially saving over 300,000 litres of water per year, per cistern. Furthermore, we discovered that urinal blockages were not unusual and could be eradicated by Ureco’s patented design. As such, we completed a business wide rollout during the second quarter this year and as a result we have seen our average monthly water usage drop by from 2,150 m3 in FY22, to 1,820 m3 in FY23. “ Invoiced water usage is now tracked monthly, on a per location basis. This is a significant data improvement over previous years.” Emissions data Greenhouse Gas emissions and reductions As highlighted by our ESG materiality assessment, GHG emissions and reductions are the highest priority area of focus for the business. The increased data accuracy and reporting with regards to our energy usage directly corresponds to our GHG emissions, and as such we have been tracking our Scope 1 and Scope 2 emissions periodically to enable reporting at relevant forums such as the ESG Committee. In addition to periodic calculations for our direct emissions, FY23 has seen us look at the wider Motorpoint value chain. In line with our TCFD commitments in FY22, we have calculated our applicable categories of Scope 3 emissions. Streamlined Energy and Carbon Report (SECR) FY23 This SECR information report has been compiled in line with the March 2019 BEIS 'Environmental Reporting Guidelines: Including streamlined energy and carbon reporting guidance', and the EMA methodology for SECR Reporting for all measured emissions from activities which the organisation has financial control over. The carbon figures have been calculated using the BEIS 2022 carbon conversion factors for all fuels. 3 6 Motorpoint Group PLC | Annual Report and Accounts 2023 “ As highlighted by our ESG materiality assessment, GHG emissions and reductions are the highest priority area of focus for the business.” The table below sets out Motorpoint’s emissions in FY23 with prior year comparatives: Total waste figures FY23 FY22* Total energy use covering electricity, gas, other fuels and transport (kWh) 11,892,362 10,862,971 Scope 1 emissions generated through combustion of gas (tCO2e) Scope 1 emissions generated through use of transportation (tCO2e) Scope 2 emissions generated through use of purchased electricity (tCO2e) Scope 3 emissions generated through business travel (tCO2e) Total Scope 1 & 2, Business Travel (tCO2e) Intensity ratio – Total Scopes 1 & 2, Business Travel (tCO2e/Floor Area – sq ft) 695.68 594.65 1018.98 157.38 2,466.69 0.00297 779.66 472.09 1019.14 265.10 2,535.99 0.00330 Note: Disclosures above are aligned with the SECR minimum mandatory requirements for quoted companies: Global Scope 1 emissions from combustion of gas / fuel for transport purposes and Global Scope 2 emissions from purchased energy. Additional disclosure of Scope 3 emissions from business travel or employee owned vehicles is included. Motorpoint plc operates within the UK only. * Our FY22 utility usage has been restated following reissued invoices by utility providers reflecting increased emissions. For reference the previously disclosed tCO2e for Scope 1 combustion of gas and Scope 2 emissions generated through the use of purchased electricity were 618.35 and 959.50 respectively, with the increased intensity ratio and total updated for the increased total emissions. Motorpoint Group PLC | Annual Report and Accounts 2023 3 7 GovernanceStrategic ReportFinancial Statements E N V I R O N M E N TA L , S O C I A L A N D G O V E R N A N C E C O N T I N U E D Our relative footprint decrease for combustibles and purchased energy in Scopes 1 and 2 reflects the success of our store sustainability forums, with engagement with store management to apply reduction strategies at their respective stores. Scope 3 emissions With GHG emissions being a priority focus under our ESG framework, a detailed understanding of our emissions is vital. Up until recently our focus has been on the emissions from our direct operations under Scope 1 and Scope 2 of the GHG protocol. While these emissions are more directly under our control, they offer only a snapshot of total emissions footprint as opposed to the emissions of our entire value chain under Scope 3. There are a total of 15 categories defined by the GHG protocol for Scope 3. Of these 15 categories, we have established that nine additional areas not in our SECR reported emissions above that are relevant to Motorpoint’s value chain. Based on these categories, we have calculated our emissions using the most appropriate method with the data available to us, recognising that reliable data for Scope 3 is a challenge and we are on a journey to improving our understanding in this area. Particular focus was put towards the calculation of emissions from products sold, as this category makes up the majority of our entire footprint across Scope 1, 2 and 3. For categories less material to the business due to their reduced totals of tCO2e, we have calculated them using a range of industry accepted data and estimates. Our SECR reported emissions for Scope 1 and 2, Business Travel decreased 2.7% from 2,540 tCO2e in FY22 to 2,467 tCO2e in FY23. On an intensity basis, taking into account the portfolio size of the business, our emissions intensity decreased by 10.0% from FY22 to FY23. As noted earlier in the energy usage section, our electricity consumption increased from 4,799,812 kWh in FY22 to 5,269,331 kWh in FY23. However, location based emissions associated with the purchase of electricity stayed consistent in tCO2e terms due to the lower UK emissions factor for grid electricity in 2022 compared to 2021. 3 8 Motorpoint Group PLC | Annual Report and Accounts 2023 A full breakdown of our category justification and calculation methods can be found on our investor website. Motorpoint Scope 1, 2 and 3 emissions Total Scope 1 emissions Total Scope 2 emissions Scope 3 emissions Category 1 Purchased Goods and Services Category 2 Capital Goods Category 3 Fuel and Energy Category 4 Upstream Transportation Category 5 Waste Category 6 Business Travel Category 7 Employee Commute Category 8 Upstream Leased Assets Category 9 Downstream Transportation Category 10 Processing of Sold Products Total category emissions Percentage of Motorpoint footprint 1,290 1,019 12,311 317 478 5,588 213 157 395 N/A 1,181 N/A 0.28% 0.22% 2.63% 0.07% 0.10% 1.19% 0.05% 0.03% 0.08% N/A 0.25% N/A Category 11 Use of Sold Products 445,954 95.11% Category 12 End of Life Treatment of Products Category 13 Downstream Leased Assets Category 14 Franchises Category 15 Investments Total Scope 3 N/A N/A N/A N/A N/A N/A N/A N/A “ For the first time in FY23, we set ambitious targets aimed at focusing on the core of the most important aspects of environment for our stakeholders.” Carbon offsetting In FY23 we have committed to offsetting our emissions disclosed via SECR for Scope 1 and 2 through purchasing carbon credits. Progress against targets: For the first time in FY23, we set ambitious targets aimed at focusing on the core of the most important aspects of environment for our stakeholders. These were: • achieve 10% reduction in like for like energy usage vs FY22; and • achieve zero waste to landfill by 466,595 99.5% the end of FY23. Total Scope 1, Scope 2 and Scope 3 emissions 468,904 100.0% As noted in our energy usage section, Motorpoint achieved a 7.3% reduction on a like for like basis with its energy usage. Whilst we are pleased with obtaining this result, we recognise there is more to do in this area and will be using the findings from the phase 3 of our ESOS report to support the continuation of this target moving forward. With respect to zero waste to landfill, we were pleased to achieve just 0.2% of our waste going to landfill, whilst narrowly above the 0% target, owing to necessary site refurbishments. We are confident we can continue to further reduce the waste going to landfill in FY24. Motorpoint Group PLC | Annual Report and Accounts 2023 3 9 GovernanceStrategic ReportFinancial Statements E N V I R O N M E N TA L , S O C I A L A N D G O V E R N A N C E C O N T I N U E D S O C I A L From the very beginning, Motorpoint has been a people focused business – and our team members have always been at the heart of our business model and our Virtuous Circle. We have always stood up to be the Car Buyer’s Champion, making sure our customers can buy a quality nearly new car with no hassle from a trusted business that does things in the right way. Then there are the communities that we work within. Wherever we do business, we want to bring high quality employment to the community through our team members and their families, but more than that we want to be a positive force for good, helping those less fortunate, supporting those starting out in life, facilitating opportunities and generally making sure that wherever we trade, the community is a better place for having Motorpoint nearby. Health & Safety The Board recognises that the highest levels of safety are required in order to protect our employees and customers. The Board believes that all incidents and injuries are preventable, and that all employees have the right to expect to return home safely at the end of every working day. This year we have appointed Callidus to provide comprehensive consultative support and advice to managers at all levels for health and safety matters across the Group. Callidus report monthly to the Board on all key health and safety issues. The Board requires that the Group systematically manages its health and safety hazards, sets objectives and monitors progress by regular measurement, audit and review. Managers and supervisors across all levels in the Group are responsible for managing the health and safety of their teams as part of promoting and embracing a positive health and safety culture. The Board emphasises the importance of individual responsibility for health and safety at all levels of the organisation, and expects employees to report potential hazards, to be involved in implementing solutions and to adhere to rules, procedures and Group policies. A key element in the continuous improvement of health and safety management is sharing best practice and lessons learnt from incidents across the Group and the wider industry. Accidents, incidents and near misses are investigated, with actions generated to prevent recurrence. To embed health and safety practices in the wider workforce, we ensure that all our employees receive health and safety training modules as part of a two year training cycle. Completion is monitored centrally and late completers are notified to their line manager on a monthly basis. Our people Our people have always been the heart of our business. Our achievements this year can be attributed to our talented teams who worked in line with our Values, demonstrating real resilience through a challenging year. Our people have made sure that our customers have continued to receive industry leading service as demonstrated by Feefo / Trustpilot; our preparation teams have looked after thousands of cars, ensuring that there’s no car like a Motorpoint car; and at Head Office, our teams have supported the wider business and accelerated our strategic digital transformation journey. Our approach to developing a high performing and inclusive culture is achieved through a number of initiatives and is explained on the following pages. 4 0 Motorpoint Group PLC | Annual Report and Accounts 2023 O U R P E O P L E – F Y 2 3 H I G H L I G H T S 73 Promotions 4.3 Glassdoor rating (out of 5) 794 Team members 97 Long Service Awards Spread across 5, 10, 15 and 20 years’ service awards 205 New hires “ Being able to share insight, networks and time with schools to help make their career services meaningful will deliver a more sustainable and positive landscape for everyone. Many young people, through no fault of their own, do not have the opportunity to experience what careers may exist for them and the Cornerstone Employers’ network can help change that.” Cat Moseley, Chief People Officer Our Values We are proud We are proud of what we do, how we do it and the people who make it happen – we stand out from the crowd and are proud to work as part of Team Motorpoint. We are supportive We have a one team ethos and understand that together we achieve more. We are a united team focused on a common goal and vision and will always help our customers and colleagues alike #drivingdreams®. We are happy We enjoy what we do and we show it – a smile is contagious and our teams wear them naturally with pride. A happy team makes for a better working environment which in turn translates to a great customer experience. We are honest We speak the truth and give honest feedback at all times; this applies to our teams, investors and customers. Courage and honesty are the vehicles for positive change and Team Motorpoint has embraced this. We do all of this together We are equal parts of the whole and we are stronger together. Our Values were updated and have been in place since 2018 and they continue to be a true reflection of how we work together at Motorpoint. In November 2021, we launched our Leadership Behaviours, demonstrating to leaders at all levels across the business what good leadership looks like at Motorpoint and what we, and our team members, expect from a Motorpoint Leader. These have been embedded across our processes to bring them to life and make sure that we keep these front of mind. Diversity, Equity and Inclusion We want everyone to be proud to work for Motorpoint. We want to make sure that there is respect for difference and there’s true inclusion at every level of our workforce, and for our customers, right across the UK. We believe that everyone should be welcomed and treated equitably by being given the same chance of success, whoever they are, whatever they do and wherever they’re from. An inclusive culture at Motorpoint is our aim, a culture where our values Happy, Honest, Supportive and Proud underpinned by working Together are more than words but are demonstrated by all of us each and every day. Diversity, Equity and Inclusion is a key enabler to achieving our strategic goals. The more diverse, equitable and inclusive we are, the more successful we will be at attracting, retaining and developing a diverse workforce. The more diverse, equitable and inclusive we are, the easier it will be for us to connect with and serve our diverse customers. Different perspectives allow us to make better decisions. Doing nothing in respect of being a diverse, equitable and inclusive company is not an option, and without it we limit our potential. This extends to our people, our customers, our investors and the wider communities we operate in. Everything we do is focused on making Motorpoint a place where everyone feels valued, respected, and supported to be their best – creating role models who display our values to each other and to our customers. Motorpoint Group PLC | Annual Report and Accounts 2023 41 GovernanceStrategic ReportFinancial Statements E N V I R O N M E N TA L , S O C I A L A N D G O V E R N A N C E C O N T I N U E D Our Approach to Diversity, Equity and Inclusion Our approach to which will enhance our strategy to create an even more inclusive culture of support and togetherness. Our Commitments 1. As a Senior Leadership Team we will lead by example. 2. We will create an inclusive culture. 3. We will attract, retain and develop a diverse Motorpoint team. 4. We will create more diverse voices around the senior leadership table. 5. We will create more customer and community connectivity. Cornerstone Employers’ network – continuing to support the next generation We continue to be a Cornerstone Employer for the Careers and Enterprise Academy. A Cornerstone Employer is a business that is invested in the successful and sustainable delivery of careers education for young people and commits to join a leadership group of local businesses to support the schools, colleges and young people in their area. We maintained our partnership and delivered a significant number of initiatives throughout the year, including the Open Doors programme (which gives young people the opportunity to take part in a series of sessions to gain an insight into our business, meet employees and complete work related tasks), reverse jobs fairs to improve employability skills, as well as a virtual employment project with Special Educational Needs and Disabilities (‘SEND’) students. We assumed the role of a lead employer for SEND schools and are proud of the work we have started doing with Project SEARCH as a Local Enterprise Adviser. Project SEARCH helps young people from across Derbyshire with different forms of learning disabilities to gain new skills as well as practical, work based experience through a structured personalised study programme as they look to make successful transitions from school to a productive adult life. In 2022, we appointed our first Early Careers Partner who is actively engaged in the Cornerstone network and has improved our activity in this area. In November for example we presented to nearly 300 pupils about the potential career opportunities offered by the automotive industry. Partnership with the Automotive 30% Club We have continued our membership and support of the Automotive 30% Club. The Automotive 30% Club undertakes a range of campaigning and lobbying work and has inspired many in the automotive industry to get behind a range of gender balance initiatives and educational programmes for young people regardless of gender. Members of 55 / Redefined We are members of 55 / Redefined who are a champion for the over 50s by challenging the status quo and advocating for age diversity, positivity and inclusion across all areas of life. 42 Motorpoint Group PLC | Annual Report and Accounts 2023 Gender Pay Gap The Gender Pay Gap is the difference between the average pay of men compared to the average pay of women, and is expressed as a percentage difference. In calculating these figures, the Mean figure is a sum of the hourly pay rate for all women in the organisation divided by the total number of women. We then repeat the process for men and the pay gap is the difference between the two. The Median gap is calculated by listing the hourly pay rates for each of the two groups and taking the middle amount (the median). We then subtract the median figure for the women’s group from the men’s, divide it by the men’s median hourly pay rate and multiply by 100 to get the percentage. Total Pay Gap Salary Pay Gap Mean Median 18.1% -1.8% 3.4% 0.2% Bonus Pay Gap 65.7% 28.2% Gender mix Senior Leadership Leadership Manager Team Member All employees Male 8 (73%) 27 (73%) 66 (72%) 518 (79%) 619 (78%) Female 3 (27%) 10 (27%) 26 (28%) 136 (21%) 175 (22%) Although we have made some great progress in closing our Gender Pay Gap through the development and recruitment of females into leadership roles, we acknowledge there is still some work to be done to further close our Gender Pay Gap. For comparison, the average median pay gap in the UK stands at 9.4%. We will continue to ensure equality across our key leadership roles; an area of opportunity is our Sales Executive demographic. As only 9.5% of our Sales Executives are female, the average hourly pay for this group sits within our Upper Quartile. All roles at Motorpoint are eligible for a performance related bonus which means that the vast majority of our team received a bonus in the last 12 months, irrespective of their gender. The bonus pay gap which we have reported can be related to the gender split across the quartiles, especially in the upper and upper middle quartiles, where bonus is relative to base salary and where fewer females occupy the highest earning roles. The Gender mix table sets our gender breakdown at various levels in the Company, including the breakdown for all employees, based on the 794 individuals employed as at 31 March 2023. Motorpoint Group PLC | Annual Report and Accounts 2023 4 3 GovernanceStrategic ReportFinancial Statements E N V I R O N M E N TA L , S O C I A L A N D G O V E R N A N C E C O N T I N U E D Our gender mix is in line with the wider automotive industry but we always want to improve and lead the industry, hence our involvement in the Automotive 30% Club and an increased focus on graduates and apprentices who generally provide a better gender mix for team members joining us. Motorpoint in the community This year we have significantly increased our support and involvement in the many communities in which we work. Local level This year we reworked our charity strategy. We realised that it was important to engage with a local charity per store that resonates not only with the staff of that store but also the local community. Working with 19 charities has not only increased the store team charity engagement but also built a greater relationship with Motorpoint and each of the communities. Charities were supported by event sponsorship support, enabling them to raise needed funds by actioning the event. As examples: St David’s Hospice has raised over £100k, Prince of Wales over £80k, Demelzas £20k, St Roccos, £25k, St Cuthberts £60k, and JPC farm £200k through our commitment to supporting them and event sponsorship. Arena tickets have been donated to various non associated store charities for their own fundraising activities with a collective total of over £2k raised. Our stores were offered as an event venue for their own events instead of us holding our own event raising funds for the charities. This was trialled at Christmas with Myton Hospice Coventry and Prince of Wales Hospice Castleford, both raising over £5k at the event with Motorpoint providing not only the venue but also the Santa’s grotto so additional funds could be raised through ticket sales. The Community Hero initiative was created, and run on social media where the public could vote for their local heroes to receive the prize on offer – Newport based foodbank was gifted Cardiff arena tickets, and 20 children were mascots at Peterborough FC. National level On a national level, all stores were listed as drop off locations for Operation Christmas Child. The public dropped off their donations for the Xmas Box appeal in store. The campaign was a huge success with 1,223 boxes being delivered to stores across the country and collected by the Samaritans. Next year we hope to amplify the campaign and encourage staff to get involved using their volunteer days at the various box sorting locations. Each quarter we now have a nominated charity on Workplace, our people community’s platform, where ticket raffle funds are sent. This has been a new initiative that has seen great support and as an example, we raised over £300 for African Adventures at the end of the year. 4 4 Motorpoint Group PLC | Annual Report and Accounts 2023 Charitable partner Sponsorships Birmingham Children’s Hospital St Cuthbert’s Hospice Pendleside Hospice Prince of Wales Hospice Yardley School Myton Hospice Burnley Golf Centre Snaith Football Team Derby County Community Trust Nottingham Lions Wheelchair Basketball St Columba’s Hospice Beatson Cancer Care Motorpoint Arena Nottingham Derby County Community Trust Panthers Ice Hockey Power Break Calderbraes Football Team Demelzas Childrens Hospice MPE Football Team St Ann’s Hospice St David’s Hospice Care Salvo Autism in Racing Newport FC Academy Victor Karlaker – Bristol Pitbulls Chloe Higgs – Ice Skater Birmingham Children’s Hospital Birmingham Hospital Rugby Team Sue Ryder Hospice Care Pompey in the community St Luke’s Hospice JPC Community Farm Maggies Cancer Care James Bulger Memorial Trust / St Roccos Hospice Elsecar Main Football Team Morristown Football Club Riley Powell – Pool Player Store Birmingham Birtley Burnley Castleford Chingford Coventry Derby Edinburgh Glasgow & Motherwell Maidstone Manchester Newport Oldbury Peterborough Portsmouth Sheffield Stockton on Tees Swansea Widnes “ This year we reworked our charity strategy. We realised that it was important to engage with a local charity per store that resonates not only with the staff of that store but also the local community.” Motorpoint Group PLC | Annual Report and Accounts 2023 4 5 GovernanceStrategic ReportFinancial Statements E N V I R O N M E N TA L , S O C I A L A N D G O V E R N A N C E C O N T I N U E D Team member level We recognise that our team members have busy lives and differing priorities outside of the workplace. Many of them will have causes that are close to their hearts and personal to them. To support them with this, we continue to offer all colleagues the opportunity to donate to these causes via Payroll Giving. Doing the right thing for our people At Motorpoint we believe that the combination of our focus on driving dreams, robust ESG credentials and our people and culture, not only differentiates us from our peers but also gives us a competitive advantage. We believe that Motorpoint is an amazing place to work but we constantly strive to become an even better place to work. The Virtuous Circle is at the very heart of the way we do business as we genuinely believe that if we get it right for our team members, they will get it right for our customers and that will create stronger performance for all of our stakeholders. We are very proud to have been listed in Best Companies’ ‘Best Places to Work’ list for nine consecutive years. To ensure that we maintain our focus on team member engagement and genuinely live our values Proud, Happy, Honest, Supportive and Together, we undertake a wide range of team member focused activities, some of which are as follows: Listening to our employees We have taken part in the Best Companies b-Heard survey for the last nine years and this gives us high quality feedback from our team members on what they like about working for Motorpoint and, more importantly, where we can improve. This year, we ran two surveys for the first time and we achieved a 1 Star (very good) accreditation. Of course, the important thing about an engagement survey are the actions that you take as a result of the feedback and at Motorpoint all areas of the business are expected to create an Action Plan based on their team feedback and are measured on delivery against those plans. Alongside the b-Heard survey, every manager in the business with more than three direct reports receives an individual management rating known as MC3. This provides feedback to every manager on how they Motivate, Consider, Converse and Care for their teams. This year we will also be combining the manager’s feedback with our new Leadership Behaviours and have completed a 360 review based on these behaviours for every manager in the business. Our aim is to ensure we are supporting our managers in becoming truly best in class leaders. As well as surveys, the Senior Leadership Team (‘SLT’) spend a significant amount of time in stores speaking to colleagues at all levels. This year we launched “Ask me Anything” listening sessions where members of the SLT held feedback sessions across the country helping us understand the issues faced by our team members and hence improved the experience for our team members and customers. Learning and development Following the pandemic, which impacted our Learning and Development (‘L&D’) activity during 2022 we have consolidated, reviewed and relaunched our learning and development offer for our team members. Our team members are the start of our Virtuous Circle and our ability to develop their skills, capabilities and their careers is a key part of the attraction of working for Motorpoint and ultimately will impact the service levels experienced by our customers. At Motorpoint we have developed a blended approach to learning and development to ensure we meet the many different L&D requirements of our diverse team base. We have online learning options for both mandatory training and to support developmental needs. We have a range of face to face options covering more leadership skills and we actively encourage a one to one coaching approach at a management level. 4 6 Motorpoint Group PLC | Annual Report and Accounts 2023 We are also increasing our focus on apprenticeships and early careers. This year we have appointed our first Early Careers partner whose aim is to rapidly expand our apprenticeship offer across the business. In a world where vehicle maintenance / preparation skills are in short supply we see this as a key part of our strategy to build a leading team. We are also developing apprenticeship offers across the business and functions. Wellbeing The wellbeing of our team members has always been important to us at Motorpoint. Happy and Supported are two of our Values and our focus on the Virtuous Circle means we are naturally concerned about how our colleagues are feeling emotionally, physically, mentally and financially. We have invested in mental health first aid (‘MHFA’) training and have made it compulsory for all managers in the business to be trained as well as training further team members in each of our sites to be able to offer support locally when needed. Our One Big Dream scheme gives the gift of time and flexibility, and allows an individual to take time out, once a month, fully paid, to do something that matters to them. In FY23 we offered over 20,000 hours of additional paid time off to our employees as part of this scheme. We only ask that employees do something that will genuinely drive their happiness. This benefit has received immensely positive feedback and has been used across an array of activities. The diversity of people’s selection demonstrates just how important it is to apply the flexibility to our employee benefits in order to have a real impact on personal wellbeing. We also give extra leave for birthdays, moving house and getting married. We continue to partner with Sovereign Healthcare to provide a 24-hour employee assistance programme for our team members. This provides a counselling hotline for team members with issues across a wide range of subjects that may be impacting their lives and gives potential access to face to face counselling if required. We also provide financial support via Sovereign Healthcare to all team members for key health treatment including optical support, physical therapy and dental care. We have recently relaunched our benefits platform My M.O.T. (Motorpoint Offers and Treats) and have upweighted our focus on wellbeing by offering our team members a wide range of benefits, discounts, access to materials and advice on physical, mental and financial wellbeing areas. Of course, one of the best ways to ensure our team members’ wellbeing is to provide high quality jobs that reward people well, providing fulfilling and enjoyable work in a supported environment with quality managers and leaders. This provides opportunities to grow and develop personally and professionally and that brings us all the way back to the Virtuous Circle and our Motorpoint Values. “A friendly, supportive, happy workplace culture that has values aligned with all employees that work here. Open to feedback and sharing ideas. The benefits are excellent – food purchased by Motorpoint every month, team nights out once a quarter, cheap car finance rates, a great Christmas party and excellent pay/Bonus package. Cycle to work and the healthcare package are also fab benefits. Motorpoint value you and anything that’s bothering you can be discussed on monthly 121s with manager. My wellbeing is put first and the onsite Mental Health First Aider is not something I’ve seen at any other places I’ve worked” Car Prep Service Agent – Glassdoor 17 January 2023 Motorpoint Group PLC | Annual Report and Accounts 2023 47 GovernanceStrategic ReportFinancial Statements E N V I R O N M E N TA L , S O C I A L A N D G O V E R N A N C E C O N T I N U E D G O V E R N A N C E We take our governance responsibilities seriously and are committed to promoting a culture within Motorpoint where everyone does the right thing and always acts with integrity, aligned with our shared values. We require all employees and third parties who act on our behalf to conduct business with integrity, and to take personal responsibility for ensuring that our commitment to sound and ethical business conduct is delivered. Whistleblowing We operate a confidential whistleblowing hotline which is available for all of our team and our suppliers, to give them the opportunity to raise any issues about dishonesty or malpractice within Motorpoint; the results of which are independently collated and submitted to the Risk and Compliance Committee. The Chief People Officer reports regularly to the Audit Committee on whistleblowing matters. Anti bribery and corruption Our anti bribery policies and anti money laundering policies were refreshed during the year following a review and were communicated to all employees. Motorpoint has a zero tolerance policy in respect of bribery and corruption. This extends to all business dealings and transactions, and includes a prohibition on offering or receiving inappropriate gifts or making undue payments to influence the outcome of business dealings. Employees are required to disclose offers of gifts, hospitality or other incentives with a value of more than £100. All employees receive communication of the relevant policies as part of the onboarding process and new versions are sent out if updated. The Group does not make political donations. Treating Customers Fairly Treating Customers Fairly (‘TCF’) is a regulatory requirement and applies to all regulated firms in the conduct of their business. The Financial Conduct Authority (‘FCA’) regards fair treatment of customers by firms as a key part of FCA regulation in the retail market. TCF is a core foundation of delivering our retail proposition of Choice, Value, Service and Quality, and is thereby fundamental to delivering long term business value. To this end, the Board has reviewed and maintained our Treating Customers Fairly and Vulnerable Customers policy. Through concerted focus, TCF has become an integral part of the culture and is subject to frequent and rigorous scrutiny within all forums that consider, inter alia, customer facing processes, employee remuneration, and product selection. We are committed to delivering the best possible service to our customers, with objectives across the business reflecting this aim. In particular, the following business areas are under constant review in light of changes to Motorpoint’s business model, customer requirements or the regulatory environment: • marketing practices, including promotional material; • sales processes, whether on site, via the contact centre or digital; • customer communication; • record keeping; and • complaints handling. A review and reporting environment has been developed to ensure that Motorpoint’s high expectations are met and that all systems, people and processes are supported to achieve our TCF objectives, including via: • qualitative quality controls, such as after sale customer interviews and mystery shoppers; • quantitative quality controls, such as cancellation rates for products within their cooling off period; and • ongoing training and support for our team, including personalised and scheduled refresher training. 4 8 Motorpoint Group PLC | Annual Report and Accounts 2023 The Consumer Duty The Consumer Duty is a suite of new regulations introduced by the FCA that set a higher standard for the treatment of consumers using financial services and products. The duty requires firms to put their consumers’ interests first, making it easier for them to make decisions in their best interests and receive good outcomes. The regulations go further than the TCF regulations and require all regulated firms to be compliant by 31 July 2023 for open products and services. The duty sets an overarching principle, cross cutting rules and requires implementation across four key outcomes. Below is an outline of the duty and a description of how Motorpoint governs its ongoing compliance with the duty. Motorpoint welcome the FCA’s new regulations. Whilst the Group’s FCA governance processes already in place in respect of TCF are aligned with much of the new legislation, a specific working group was formed in the year to address the new legislation and ensure that Motorpoint’s systems, processes and controls are appropriately in line with the new consumer duty. Area Description Motorpoint Governance The Consumer Principle This is the overarching principle that defines the purpose of all the new Consumer Duty regulation, that “firms must act to deliver good outcomes for retail customers”. The Cross Cutting Rules 1. ‘Acting in good faith’ (e.g. not taking advantage of any lack of knowledge on the consumer’s part). 2. ‘Avoiding foreseeable harm’ (e.g. performing affordability checks prior to application). 3. ‘Supporting consumers in achieving their financial objectives’ (e.g. providing a straightforward method of cancelling a product should it be in the customer’s interest to do so). Motorpoint has appointed a specific working group covering all aspects of the duty, led by the Customer Experience Director, with the work of the group reported to the Motorpoint PLC Board. The working group has worked with the business areas already highlighted in the TCF section to ensure that the governance and constant review are aligned with the cross cutting rules of the consumer duty. This has included a process mapping exercise ensuring complete coverage of the legislation. The Four Outcomes Product and services: The actions required for this outcome will differ depending on firm status as a manufacturer, co-manufacturer, or distributor. Overall, it requires firms to work to ensure the products and services they offer are right for the end consumer and consider any vulnerabilities their target market may have that can be accounted for. As a part of Motorpoint’s implementation plan for the consumer duty, a full review of the customer journey has taken place in the year to ensure all four outcomes are appropriately in line with the legislation. The working group has worked with the business to ensure that the customer journey remains under constant review and has a governance structure in place that ensures continued compliance with the legislation. Motorpoint has worked closely with its product suppliers (‘lenders’) for regulated consumer products and ensured that the findings from the lenders in respective of the consumer duty were included within our customer journey governance. Price and value: Firms should focus on the fair pricing of their products and offering value for money. Firms should review commission arrangements and for example, ensure they do not encourage the sale of products that are not in the consumer’s interest. Consumer understanding: The FCA feels the consumer is often placed at a disadvantage due to a lack of knowledge about the products or services a firm is selling, while the firm has the greater understanding. This outcome serves to make firms address this imbalance to allow consumers to make informed decision. This could take the form of providing further information in an easily digestible and accessible way when it is most relevant to the consumer. Consumer support: This outcome includes the numerous ways in which firms act to communicate with consumers and provide their services. There should be straightforward processes. The key message from the FCA here being that it should not be any more difficult to cancel, switch or complain about a product than it is to purchase it initially. Human rights Motorpoint conducts business in an ethical manner and adheres to policies which support recognised human rights principles. We continue to address the risks of modern slavery and human trafficking, with the Board debating and adopting the annual Anti Slavery Statement and raising awareness of the risks across the business. We work with our suppliers to protect workers from abuse or exploitation by communicating to them the terms of our Anti Slavery Statement and request their adherence to our policy. A statement of the Group’s compliance with the Modern Slavery Act 2015 can be found on the Group’s website at | www.motorpointplc.com Motorpoint Group PLC | Annual Report and Accounts 2023 4 9 GovernanceStrategic ReportFinancial Statements TA S K F O R C E O N C L I M AT E R E L AT E D F I N A N C I A L D I S C L O S U R E S ( ‘ T C F D ’ ) We support the Task Force on Climate related Financial Disclosures (‘TCFD’) and its recommendations and are making TCFD disclosures consistent with TCFD’s recommendations and recommended disclosures, in line with our prior year commitment and in consideration of the all sector guidance. We recognise that climate change is the most serious challenge to the global community, and we understand we have a role to play in reducing greenhouse gas emissions and striving for change in the industry. The effects of a transitioning economy will directly affect the motor industry throughout the value chain, evidenced by the UK Government’s commitment to the end of the sale of conventional new petrol and diesel cars by 2030. We are committed to continuously measuring and assessing the impacts of climate risks and opportunities across our operations, physical stores and supply chains. Our pathway to full disclosure is as follows: Progress in FY23 We have successfully completed our scenario planning exercise, modelling three scenarios using the IEA World Energy Outlook 2022, as well as a range of inputs and bespoke considerations for the specific risks that Motorpoint faces. We have also successfully materially assessed and disclosed the relevant Scope 3 emissions for Motorpoint. Roadmap for the future Our strategy on how to achieve a complete transition to a lower carbon operating model is still reaching maturity. We are exploring initiatives such as an ESG reporting framework, accreditation and fully aligned and integrated Science Based Targets, as well as the potential for a formal carbon reduction plan. 5 0 Motorpoint Group PLC | Annual Report and Accounts 2023 Governance Increased focus on climate related matters Board of Directors • • Review and approve climate related risks and principal risks • Quarterly reviews of climate related risks • Chris Morgan, CFO, climate related risk register owner Audit Committee • Provides twice yearly overviews of the risks facing the organisation, including climate change risk on the agenda • Reviewed Board paper in January 2023 containing climate related risks and opportunities, and planned TCFD disclosures Executive Risk and Compliance Committee • Delegated responsibility for identification, management and assessment of the Group’s risks • Quarterly reviews of the Group Risk Register • Quarterly reviews of the Group’s emerging risks • Review and management of climate related risks • Twice yearly review of the Group’s principal risks Environment, Social and Governance (‘ESG’) Committee • Established an ESG committee to be responsible for assessing the Group’s environmental sustainability strategy a) Describe the Board’s oversight of climate related risks and opportunities. The Board of Directors is ultimately responsible for the oversight of our climate related risks and opportunities impacting the Group. The Board’s oversight is supported by three committees who have delegated responsibility over various aspects of governing the Group’s climate related risks and opportunities. Climate related risks, including the risks of a transitioning economy as well as physical risks to Motorpoint sites and stores are integrated as a part of our risk management framework. A dedicated climate related risk register is maintained which is monitored and assessed at regular intervals. The Board has oversight of climate risks and opportunities through escalation via the Risk and Compliance Committee as noted in the diagram above. The Group Risk and Compliance Committee has a responsibility to monitor and oversee emerging risks and as such our climate risk register was reviewed at least quarterly by the Board and key management personnel in the year. As well as the Board, the Audit Committee provides twice yearly overviews of the risks facing the organisation, including climate change risk on the agenda. b) Describe management’s role in assessing and managing climate related risks and opportunities. Management’s role is to ensure that the day to day management of climate related risks and opportunities are delivered along with delivering the strategy with respect to offsetting our carbon output, in line with our roadmap to becoming a more sustainable business. Our Head of Sustainability is responsible for implementing the Group’s strategy in respect of water and waste management – key elements in our ambition to be a more sustainable business. In addition, our Head of Sustainability is responsible for the measurement and reporting of our GHG emissions, which are disclosed in line with SECR in the environment section of the annual report, pages 36 to 39. We have expanded our tracking of emissions in the year to include a full breakdown of our Scope 3 emissions. These can all be found on page 39. Our finance function is responsible for supporting the business in understanding the financial impact of the Group’s climate related risks and opportunities and has undertaken a high level financial analysis this year to help understand the potential effects on the Group’s assets and costs. Motorpoint Group PLC | Annual Report and Accounts 2023 51 GovernanceStrategic ReportFinancial Statements TA S K F O R C E O N C L I M AT E R E L AT E D F I N A N C I A L D I S C L O S U R E S ( ‘ T C F D ’ ) C O N T I N U E D All of the Group’s functions are responsible for implementing risk management practices as defined in the risk management framework, including in relation to climate related risks and opportunities. Strategy Our climate change strategy is underpinned by our desire to offset the carbon we produce and to be a responsible, sustainable organisation whilst also ensuring climate related risks are within appetite and opportunities are appropriately identified and maximised. We consider the short term horizon in line with our risk management framework to be the possibility of a risk event crystalising over any of the next three years. Medium term analysis is defined as an outward looking five years beyond the short term risk window. Long term analysis is defined as anything beyond the medium term window. During the year, the CFO continued as the risk owner for our climate risks and opportunities. a) Describe the climate related risks and opportunities the organisation has identified over the short, medium and long term. Following the integration of climate risk and opportunity this year into the Group’s risk management processes, we have assessed our risks and mapped them to our principal risks. The summarised climate related risk register can be found on pages 56 and 57. We have kept our short, medium and long term definitions consistent with the prior year, with short term risks being those that would crystalise within the next three years and medium risks being the five year window beyond short term risks. As such, our long term risks are those designated as eight years or more in the future. Our opportunities are disclosed below along with the applicable time frames: Area: Opportunity: Time Frame Competition and Market • Increased opportunity to take market share by being a leader on Choice, Value, Medium Quality and Service across zero emission vehicles. Supply Chain • Opportunity to maximise on an efficient, sustainable supply chain. Medium Technology • Opportunity to take advantage of new technology helping the business achieve Medium net zero across its Scope 1 & 2 emissions more quickly. Brand and Reputation Physical Locations • Opportunity to have a reputation for being a responsible, sustainable company Medium which will be increasingly important for consumers. • We expect an increased opportunity to be able to have a more sustainable Long footprint with new ways of running a store with sustainable energy generation, more efficient stores and an opportunity to consider nature reclamation and air pollution ideas in the stores of the future. The responsibility for maximising opportunities ultimately lies with the Board, with delegated responsibility to the ESG Committee for reporting on possible opportunities in these areas. All of the risks identified are within the scope of the Group’s emergent risk process and none of the risks identified were assessed as being material in the short term. This will be carefully monitored in line with the Group’s risk management processes and will be enhanced by the Group’s plans around scenario planning in the future. b) Describe the impact of climate related risks and opportunities on the organisation’s business, strategy and financial planning. During the year we undertook an exercise as a part of our financial planning looking at future cash flows across three IEA Global Energy Outlook Scenarios to ensure that our climate related risks had been considered for any increased costs when considering the value of our assets and future forecasts. The findings from this work were that when including these additional costs in future cash flows in respect of climate related risks across what the Board believe to be plausible outcomes, there was not a significant risk of impairment to our future operating model assets or any short term risk identified indicating a possible impairment over current assets. With respect to judgements made over the future business and strategy, the Group anticipates a natural shift in consumer choice towards alternately fuelled and Electric Vehicles (‘EVs’) in the medium term. We considered in our scenario analysis the risk of increased taxation and legal requirements should the Group fail to achieve its net zero ambitions as well as the physical risks of climate change to our physical store locations, based on an estimation of our future footprint. We note that our carbon footprint, when taking into account Scope 3 emissions, is disproportionately outweighed by the use of our sold products category, relating to the emissions of internal combustion engine vehicles. As a used car retailer, we need all manufacturers to improve their proposition on zero emission vehicles, so that we in turn can offer our customers the same Choice, Value, Service and Quality without compromising on product or convenience, noting that many customers still have concerns contemplating the switch to zero emission vehicles. 52 Motorpoint Group PLC | Annual Report and Accounts 2023 The Group has undertaken activity in the year to execute the prior year planning work on transition mitigations: Prior Year Plan Current Year Execution • Planning in place for increased electric charging points for customer convenience at our stores. • Our new Coventry and Ipswich stores have EV charging points installed for both customer use and in preparation. Rollout of charges at existing stores is underway. • Technicians trained and ready to prepare EVs. • All technicians including new team members in this role are trained to safely prepare EVs. Other impacts in respect of business and strategy can be seen on pages 56 and 57 in our climate risk and opportunities register which includes any current plans for risk mitigations across our business and strategy. c) Describe the resilience of the organisation’s strategy, taking into consideration different climate related scenarios including 2° or lower scenario Net Zero Emissions by 2050 scenario (NZE) Announced Pledges Scenario (APS) Stated Policies Scenario (STEPS) A scenario which sets out a pathway for the global energy sector to achieve net zero CO2 emissions by 2050. Our work on this low carbon transition scenario focuses on the rapid policy, regulatory, technological and market changes that will be required by 2030 to restrict emissions to a level which limits global warming to 1.5°C. A more conservative scenario benchmark for the future, removing the assumption that governments will reach all announced goals. This scenario takes account of existing policies and measures as well as those under development, ultimately leading to a world with increasing physical climate change impacts owing to warming increases beyond 2.0°C. A scenario which assumes that all climate commitments made by governments around the world, including nationally determined contributions and longer term net zero targets are met. This scenario aims to show the ambition gap, highlighting how close announced pledges get to the Paris 2015 target of limiting the increase in warming to 1.5°C. In this climate model, the warming impact is estimated to be in the bracket of IPCC assessed scenarios that limit warming to 2.0°C. We used our target operating model for 2030, which assumes we achieve our medium term growth goals and spread our footprint to 30 stores, in conjunction with the IEA assumptions and inputs in the ’IEA (2022), Global Energy and Climate Model’. This includes detailed input assumptions over GDP, population and technology changes as well as the specific elements relevant to Motorpoint under each scenario, including cost of energy and cost of carbon. The effects of each scenario are shown below. The IPCC Sixth Assessment Report on Mitigation of Climate Change, released in April 2022, assessed a large number of scenarios that led to at least a 50% chance of limiting the temperature rise to 1.5°C in 2100. The NZE Scenario trajectory is well within the envelope of these scenarios.’ IEA (2022), Global Energy and Climate Model, IEA, Paris https://www.iea.org/ reports/global-energy-and-climate-model, License: CC BY 4.0. j s e v i t c e b O d n a s n o i t i n i f e D s d o h t e M Motorpoint Group PLC | Annual Report and Accounts 2023 5 3 GovernanceStrategic ReportFinancial Statements TA S K F O R C E O N C L I M AT E R E L AT E D F I N A N C I A L D I S C L O S U R E S ( ‘ T C F D ’ ) C O N T I N U E D Net Zero Emissions by 2050 scenario (NZE) Announced Pledges Scenario (APS) Stated Policies Scenario (STEPS) Under the STEPS pathway, Motorpoint would see reduced risks of transition in the medium term, with offsetting costs likely to be much lower from avoidance of the modelled increases to the cost of carbon in the NZE and APS pathways. However, there would be greater physical risks to stores and supply chain. Our modelling in this scenario still assumes that Motorpoint would continue on its path to be a sustainable business, offsetting its carbon emissions and helping customers reduce their impact on the planet by in turn, reducing our own emissions. We would expect greater physical risks to Motorpoint’s stores in the long term both acute and chronic under this pathway. Possible mitigations may include strategic placement of future stores to factor in weather defences as well as continued detailed business continuity planning work. Assessing the inputs and outcomes of the APS pathway, Motorpoint would see increased risks of transition in the medium term from potentially increased costs of carbon offsetting, albeit much less significant than under the NZE pathway. In the medium term outlook for this scenario, we took the approach that Motorpoint’s current strategy for EV transition would be achieved, with a significant proportion of our sold products being zero emission vehicles by 2031. Under this scenario, Motorpoint would be on track for the announced pledges and as such, we assumed lower costs of offsetting (compared to ‘NZE’) would be required, factoring in an increase for the potential size of Motorpoint’s footprint based on the 2030 operating model. An acute risk of physical damage to sites would be greater than the NZE pathway albeit reduced in the long term compared to the STEPS scenario. We expect to mitigate this risk through physical defences and strategic planning over the location of our future stores. i t n o p r o t o M n o t c e ff E Assessing the inputs and outcomes of the NZE pathway, Motorpoint would see increasing risks of transition in the medium term, especially if the cost of carbon as modelled in the scenario cannot be mitigated through offsetting using voluntary carbon markets (‘VCMs’) or achieving natural net zero across Scope 1, 2 and 3 emissions. In the medium term outlook for this scenario, we took the approach of assuming Motorpoint would still be selling a small proportion ICE vehicles in 2030 and would not totally achieve zero emission vehicles sales until at least 2034. We also assumed that we would be mandated to offset any residual carbon still produced. We modelled offsetting at least as many tonnes of carbon as we did in 2021, as well as our Scope 3 emissions for the limited ICE vehicles sales still expected to be made, and factoring in the increased cost of carbon. We also factored in an increased cost of electricity, in line with the modelled price increases in the IEA ‘NZE’ scenario. As such, Motorpoint could expect greater carbon offsetting costs and energy costs which would increase operating expenditure. However, even in this scenario, the model showed that the business would be resilient enough to cope with increased costs of transition. In the long term under this pathway, we would expect the business to achieve significantly reduced Scope 3 emissions from greater (or total) proportion of sold products being zero emission vehicles which would ultimately mitigate the greatest portion of carbon required to be offset. Even in the NZE scenario an acute risk of physical damage to stores remains with effects of warming limited, not mitigated. We expect to mitigate this risk through physical defences and strategic planning over the location of our future stores. Our current store footprint is substantially low rated for flood risk. We expect that the chronic risk of sea level rises as a result of warming impacts to be reduced under this scenario. Medium term impact: Business area ‘NZE’ scenario risk STEPS pathway risk Impact of climate risks on our financial performance ‘NZE’ business area mitigations Use of sold products Carbon tax on Scope 3 emissions Physical damage to inventory from increased extreme weather events UK stores and preparation centres Carbon tax on Scope 1 and 2 emissions Flood risk A financial impact may manifest itself in an increased cost of compliance if Motorpoint cannot reduce its emissions in line with the pace of regulatory change Infrastructure work across stores and preparation centres to ready for increased zero emission vehicles Continued ESG strategy work to reduce Scope 1 & 2 emissions 5 4 Motorpoint Group PLC | Annual Report and Accounts 2023 Risk management During the year, the Board has discussed climate change related matters and identified both risks and opportunities for the effects of a transitioning economy as well as physical risks of climate change. These have been through a process of review from both the Group Risk and Compliance Committee and the Audit Committee. The ongoing management of Motorpoint’s climate risks is performed through the quarterly review of the Group’s risk in the Risk and Compliance Committee. This is informed by the work of the ESG Committee, who also meet quarterly. Our climate risks and opportunities are mapped to our principal risks and uncertainties, consistent with our approach to fully integrate climate change risk into our risk management practices. a) Describe the organisation’s process for identifying and assessing climate related risks. The process for identifying and assessing climate related risks is aligned with the Group Risk Management Framework. Climate related risks are within the scope of the Group’s emergent risk process which feeds from function level risk management as well as the Group Strategy. Where an emergent climate related risk is deemed to be material to Group strategy it will be included in the Group Risk Register. Group risks are subject to Group Risk and Compliance Committee, Senior Leadership Team (‘SLT’) and Board level review. The structure of our risk management at Motorpoint can be found in our risk management section of the annual report. b) Describe the organisation’s processes for managing climate related risks. During the year climate risks and opportunities were managed using a dual approach. Our journey towards being a more sustainable company, including our strategic goals of offsetting the carbon that we produce, is managed by the ESG Committee, chaired by Adele Cooper. The ESG Committee meets quarterly and ensures Motorpoint progresses on its journey of carbon offsetting and analysing our environmental impact. Climate related risks, including risks of a transitioning economy as well as physical risks to Motorpoint stores and preparation centres are integrated as a part of our emergent risk process, which is a part of our risk management framework. The risks on this register were all assessed to be ‘emerging’ and as such are monitored closely for the requirement to enter active mitigation strategies. The process for managing individual risks is to carefully monitor the impact assessment of these risks, with mitigating activities actioned should any risk be deemed significant and outside of Group risk appetite. All of the climate related risks identified in the register of emerging climate risks are related to the Group’s principal risks, which have their own wider controls and mitigating activities. As such, the climate related risks include mapping to the relevant principal risk. Details on mitigating activities for the Group’s principal risks is held within the principal risks and uncertainties (‘PRUs’) database. c) Describe how processes for identifying, assessing, and managing climate related risks are integrated into the organisation’s overall risk management. Risk measurement and assessment is defined in the risk management framework and all of our climate related risks were assessed in line with the defined criteria for assessing emerging risks to the business in the risk management plan. Ongoing management of risks is performed in line with our risks management framework. Where assessed to be above minimum risk recognition limits for a low rated risk (greater than 0% chance of crystallisation in the next three years and 2% or greater impact on key financial targets specific to that risk) and outside of appetite, steps are taken to agree mitigating actions to bring the risk exposure to within appetite. Our risk management framework states that risks are managed on an integrated basis throughout our organisation and as such, function level risk registers were updated during the year to ensure consideration of new and emerging risks, including climate related risks, where appropriate. Metrics and targets The Group has metrics and targets that facilitate the measurement of the Group’s impact on the environment and monitor performance against the Group’s ambition with respect to the carbon offset of operations. a) Disclose the metrics used by the organisation to assess climate related risks and opportunities in line with its strategy and risk management process. The Group’s strategy is underpinned by a desire to achieve carbon neutrality, and as such KPIs are monitored closely, helping inform the Group over its climate related risks. The metrics that the Group monitors are within the scope of the ESG Committee which provides oversight and governance. The day to day management of the Group’s metrics and targets are within the scope of the role of our Head of Sustainability who is responsible for the implementation of our ambitions in becoming a more sustainable business. Our KPIs have been updated in the year to more accurately track our emissions and impact on the environment, which is governed by the ESG Committee. The KPIs are: • KPI 1: GHG emissions (CO2 Scope 1 and 2) as disclosed in the SECR statement in the environment section. • KPI 2: Intensity Ratio as disclosed in the SECR statement in the environment section. In addition, the KPIs are used by Group Finance to aid its financial review of climate related risks. Motorpoint Group PLC | Annual Report and Accounts 2023 5 5 GovernanceStrategic ReportFinancial Statements TA S K F O R C E O N C L I M AT E R E L AT E D F I N A N C I A L D I S C L O S U R E S ( ‘ T C F D ’ ) C O N T I N U E D b) Disclose Scope 1, Scope 2 and, if appropriate, Scope 3 greenhouse gas (GHG) emissions, and the related risks Our Scope 1, 2 and appropriate Scope 3 emissions are disclosed in our environment section on pages 36 to 39. c) Describe the targets used by the organisation to manage climate related risks and opportunities and performance against targets The principal target for the organisation is in line with the strategy to reach net zero through carbon neutrality, for its Scope 1 and 2 emissions, and currently recognising that carbon offsetting has a role to play when considering the whole supply chain (Scope 3 emissions). As such, the KPIs disclosed above are measured carefully to ensure that in the future, the Group’s targets are met across Scope 1, 2 and 3 emissions. Risk classification Risk area Mapping to PRUs Transition Policy and Legal Regulatory and Compliance Timeframe Long Term Technology & Market Risks Competition, Market and Customers Long Term Increased costs from carbon offsetting or needing to enter VCMs to Medium Term Not meeting increased demand for electric and alternate fuelled vehicles Availability and Terms of Customer Finance Reputational Risks Brand and Reputation Medium Term People and Culture Competition, Market and Customers Physical Risks Acute Risks Supply Chain Disruption Medium Term Risk of action from climate action groups disrupting the business Long Term Extreme weather events could lead to site and inventory damage Chronic Risk Supply Chain Disruption Long Term 5 6 Motorpoint Group PLC | Annual Report and Accounts 2023 Risk description Risk of increased taxation as UK Government aims to meet its own climate change commitments. Key areas relating to Motorpoint include: increased taxes for energy, vehicle fuel taxes, waste and overall 'carbon tax' Policy changes deter need for private vehicle ownership support journey to net zero leading to loss of market share Customer finance availability is limited because alternative fuel cars are more expensive than traditional petrol / diesel cars in relation to earnings and lenders are not confident over battery degradation Customers lose confidence in the brand as Motorpoint does not respond effectively or urgently to public concerns over climate change Failure to attract and retain talent, if Motorpoint is not perceived to be a responsible company Failure to attract and retain investors / pressure from investors / shareholders if Motorpoint is not perceived to be a responsible company Extreme weather events could cause significant supply chain disruption affecting Motorpoint's ability to move cars quickly and efficiently Extreme weather events could increase competition for land use, affecting Motorpoint's ability to expand to new sites Material rise in sea levels leading to changed UK landscape: site relocation / supply chain alterations required Dynamic risk scoring Net zero by Announced Stated 2050 (1.5) policies 2.0-2.5 policies (>2.5) STEPS NZE              APS                           Risk classification Risk area Mapping to PRUs Transition Policy and Legal Regulatory and Compliance Timeframe Long Term Technology & Market Risks Competition, Market and Customers Long Term Medium Term Availability and Terms of Customer Finance Reputational Brand and Reputation Medium Term Risks People and Culture Competition, Market and Customers Risk description Risk of increased taxation as UK Government aims to meet its own climate change commitments. Key areas relating to Motorpoint include: increased taxes for energy, vehicle fuel taxes, waste and overall 'carbon tax' Policy changes deter need for private vehicle ownership Increased costs from carbon offsetting or needing to enter VCMs to support journey to net zero Not meeting increased demand for electric and alternate fuelled vehicles leading to loss of market share Customer finance availability is limited because alternative fuel cars are more expensive than traditional petrol / diesel cars in relation to earnings and lenders are not confident over battery degradation Customers lose confidence in the brand as Motorpoint does not respond effectively or urgently to public concerns over climate change Failure to attract and retain talent, if Motorpoint is not perceived to be a responsible company Failure to attract and retain investors / pressure from investors / shareholders if Motorpoint is not perceived to be a responsible company Physical Risks Acute Risks Supply Chain Disruption Medium Term Risk of action from climate action groups disrupting the business Long Term Extreme weather events could lead to site and inventory damage Chronic Risk Supply Chain Disruption Long Term Extreme weather events could cause significant supply chain disruption affecting Motorpoint's ability to move cars quickly and efficiently Extreme weather events could increase competition for land use, affecting Motorpoint's ability to expand to new sites Material rise in sea levels leading to changed UK landscape: site relocation / supply chain alterations required Key to risk scoring  High  Medium  Low Dynamic risk scoring Net zero by 2050 (1.5) Announced policies 2.0-2.5 NZE              APS              Stated policies (>2.5) STEPS              Motorpoint Group PLC | Annual Report and Accounts 2023 57 GovernanceStrategic ReportFinancial Statements F I N A N C I A L R E V I E W Record revenues in a challenging market Economic headwinds provided a challenge to profitability, but record revenues and progress against strategic objectives put us in a position for sustainable profitable growth. Group financial performance headlines Despite the fall in profitability, the Group experienced record revenue, which increased by 8.9% to £1,440.2m (FY22: £1,322.3m), with further strong market share gains. This growth was supported by new stores, an increase in more expensive premium models being sold, and vehicle price inflation. Gross profit was £85.7m (FY22: £106.3m). FY22 benefitted from the record used car inflation. In FY23 we invested in the customer to ensure we maintained our price leading position, in terms of low vehicle prices and taking a lower finance commission to offset APR increases. The latter part of FY23 was also impacted by retail price reductions to clear through the well publicised fall in Electric Vehicle values. (Loss) / Profit before taxation was £(0.3)m (FY22: £21.5m), reflecting the fall from record margins in FY22, a lower number of units sold due to a smaller market, increased strategic investment, losses from new store openings and higher interest costs. Despite the lower profitability net cash improved significantly. Net cash, excluding lease liabilities, at 31 March 2023 was positive £5.6m (as set out on page 160) (31 March 2022: net £21.2m negative, being £7.8m cash and £29.0m fully drawn down revolving credit facility). “ We are pleased to report record revenues and strong market share gains, whilst recognising the impact on profitability due to the challenging economic environment in the past year.” Chris Morgan Chief Financial Officer 5 8 Motorpoint Group PLC | Annual Report and Accounts 2023 Trading performance The Group has two key revenue streams, being (i) vehicles sold to retail customers via the Group's stores, call centre and digital channels, and (ii) vehicles sold to wholesale customers via the Group's Auction4Cars.com website. Revenue Gross profit Retail Revenue from retail customers was up 5.7% to £1,175.7m (FY22: £1,112.3m), with 57.3k vehicles sold (FY22: 62.9k). The number of vehicles sold is a consequence of the fall in size of our available market, as our share of this 0–4 year old market increased to 3.5% (FY22: 3.1%). Of the sales, 37.5% were sold online / digitally. Since re-opening post Covid, the majority of customers still prefer the store experience for their vehicle purchase. We purchased 5,016 vehicles directly from consumers and of these 3,387 were sold through the retail channel. £1,440.2m Total revenues (FY22: £1,322.3m) £(0.3)m (Loss) / Profit before tax (FY22: £21.5m) Retail customers Wholesale customers Total FY23 £m 1,175.7 74.5 FY22 £m 1,112.3 91.0 FY23 £m 264.5 11.2 FY22 £m 210.0 15.3 FY23 £m FY22 £m 1,440.2 1,322.3 85.7 106.3 Gross profit per retail unit for the financial year was £1,300 (FY22: £1,446). This reduction reflected investment in price leadership, both in terms of vehicle pricing and lower finance commissions, and the marking down of Electric Vehicles. Finance penetration increased to 56% (FY22: 52%). Our APR finance rates continue to be competitive despite an increase in October from 8.9% to 9.9%, and in January to 10.9% which reflected the increase in cost of finance. In FY23 we did not pass all of the cost of money increases to customers which demonstrated our price leadership but deflated gross margin. Our 18th (Edinburgh) and 19th (Coventry) stores opened in the autumn, and both are trading well. Ipswich opened in mid-May. Wholesale Wholesale units sold via Auction4Cars.com, which sells vehicles that have been part exchanged by retail customers, or directly purchased from consumers, was down against last year reflecting the fall in retail units. 32.4k vehicles were sold via this purely online platform (FY22: 34.8k). Gross profit per wholesale unit was £346 (FY22: £440). Last year benefitted from the strong market conditions, and this year marks a return to more normal levels (FY21: £344). Motorpoint Group PLC | Annual Report and Accounts 2023 5 9 GovernanceStrategic ReportFinancial Statements F I N A N C I A L R E V I E W C O N T I N U E D Operating expenses Operating expenses decreased from £81.3m in FY22 to £79.2m. This fall is despite a planned uplift in strategic costs with further investments in digital, technology and new stores. These incremental costs amounted to £6.1m (FY22: £1.0m). Despite new stores and growth of the digital marketing team, overall headcount reduced 14.4% to 794, as we focus on efficiency in stores, preparation and head office. Energy usage per square foot fell 7.3% compared to last year. Overall property costs increased due to new locations and business rates (Government relief available in previous year). Marketing costs decreased from £18.9m to £14.0m. The early part of FY22 included increased marketing costs to support stores post lockdown. Other income Other income relates to the small gain on the sale and leaseback transactions during FY23 (no such transactions in FY22). Exceptional items There have been no exceptional items in the period (FY22: £Nil). Interest The Group’s net financial expense was £7.1m (FY22: £3.5m); the increase reflected the sharp rise in cost of borrowing, which materially impacted the funding of stock facilities. Total interest charges on the stocking facilities were £4.7m (FY22: £1.5m). Interest on lease liabilities of 2.0m (FY22: £1.7m) was incurred in the year. Interest on banking facilities was £0.4m (FY22: £0.3m). Taxation The tax charge in the period is for the amount assessable for UK corporation tax in the year net of prior year adjustments and deferred tax credits. The tax charge has reduced to £0.3m (FY22: £4.6m), reflecting lower profitability. Shares At 31 March 2023, 90,189,885 ordinary shares were outstanding, of which 1,686,307 were held in the Employee Benefit Trust. Earnings per share Basic and diluted earnings per share were both (0.7) pence (FY22: 18.7 pence). Dividends No dividend was paid in the period (FY22: £Nil) and the Board has not recommended a dividend (FY22: £Nil) while it focuses on investment to drive organic growth. Capital expenditure and disposals Cash purchases of property, plant and equipment, and intangible assets was £9.4m (FY22: £6.9m), and primarily related to bringing the new stores in Edinburgh and Coventry up to standard for opening, major refits at Newport and Burnley stores, and intangibles relating to software and website development. All new properties were leased. In the year, two sale and leaseback transactions were successfully completed. These were the Stockton-on-Tees store and the Peterborough preparation centre. The freeholds were sold gross for £5.0m and £4.8m and leased backed at annual rents of £350k and £265k respectively. Balance sheet Net assets remained broadly consistent with prior year at £38.9m. Working capital was proactively managed, with a significant improvement in the net cash position. Non-current assets were £75.2m (31 March 2022: £59.2m) and made up of £13.1m of property, plant and equipment, £58.4m right-of- use assets and intangible assets of £3.7m (31 March 2022: £10.9m, £46.7m, £0.6m and a deferred tax asset of £1.0m respectively). The Group currently owns one remaining freehold plot of land in Glasgow. All other properties are on leases of various lengths. The Group closed the period with £148.6m of inventory, down from £228.4m at 31 March 2022. Days in stock for the period improved to 51 days (FY22: 54 days). Although the record price inflation experienced in FY22 was not repeated, used vehicle prices generally remained high compared to historic levels. However, we did experience a significant fall in Electric Vehicle prices in the second half of FY23, which negatively impacted margin. At 31 March 2023, the Group had £195.0m (31 March 2022: £195.0m) of stocking finance facilities available of which £102.5m (31 March 2022: £147.0m) was drawn. The Group has available stocking facilities with Black Horse Limited of £120.0m, and £75.0m with Lombard North Central PLC. The Group also has a £35.0m facility with Santander UK PLC, split between £6.0m available as an uncommitted overdraft and £29.0m available as a revolving credit facility. This facility was extended in June 2023 for a further three years, with the option of two one-year extensions. At 31 March 2023, £Nil (31 March 2022: £29.0m) was drawn on this facility. 6 0 Motorpoint Group PLC | Annual Report and Accounts 2023 Capital structure and treasury The Group's objective when managing working capital is to ensure adequate working capital for all operating activities and liquidity, including comfortable headroom to take advantage of opportunities, or to weather short term downturns. The Group also aims to operate an efficient capital structure to achieve its business plan. The Group's long term funding arrangements consist primarily of the stocking finance facilities with Black Horse Limited and Lombard North Central (to a maximum of £195.0m) and an unsecured loan facility provided by Santander UK PLC, split between £6.0m available as an uncommitted overdraft and £29.0m available as a revolving credit facility. This loan facility with Santander UK PLC has been extended in June 2023 and will now expire in June 2026, with the option of two one-year extensions, if agreed by both parties. Chris Morgan Chief Financial Officer 14 June 2023 Trade and other receivables were £18.4m (31 March 2022: £13.6m). This increase related to timing of commissions due from Finance providers. Trade and other payables, inclusive of the stock financing facilities, have decreased to £143.8m (31 March 2022: £193.8m) primarily reflecting a reduction in the drawn down stocking facilities. The increase in total lease liabilities to £63.6m (31 March 2022: £52.8m) reflects the new store additions, along with the sale and leasebacks of Stockton-on-Tees and Peterborough preparation centre. Ipswich opened in May 2023. Cash flow Cash generated from operations was £41.3m inflow (FY22: £5.5m outflow). This reflected the large reduction in the value of inventory which more than offset the drop in creditors and lower operating profit. Other main items in the cash flow include: capital expenditure of £9.4m (FY22: £6.9m), payments to satisfy future employee share plan obligations of £0.7m (FY22: £5.0m), a net repayment of borrowings (RCF) of £29.0m (FY22: £Nil), principal lease repayments of £5.9m (FY22: £4.0m), interest payments of £7.1m (FY22: £3.5m) and tax payments of £1.1m (FY22: £2.3m). Net proceeds of £9.7m were received for the two sale and leasebacks. Motorpoint Group PLC | Annual Report and Accounts 2023 6 1 GovernanceStrategic ReportFinancial Statements R I S K M A N A G E M E N T Risk management: a key component of governance at Motorpoint, continuing to build on the strong foundation of our shared values Risk management is a key component of Motorpoint’s strategy. We recognise that effective risk management is essential to protecting our assets, maintaining our reputation, and ensuring the long term success of the Group. During the year we continued on our journey to level up risk management across the Group, including through a new training programme for all team members as well as focus and oversight from the Group Risk and Compliance Committee. We are committed to maintaining a strong and effective risk management framework underpinned by our core values: Happy, Honest, Supportive and Proud. Approach to risk management The Board is accountable for maintaining a policy of continuous identification and review of the principal risks facing the Group which could threaten its future performance or business model. On behalf of the Board, the Audit Committee reviews the effectiveness of Motorpoint’s risk management processes. Motorpoint’s risk management strategy is a key priority for the Group, with last year’s expansion of the Group Risk and Compliance Committee being firmly embedded in the year as a robust risk management practice. The Group Risk and Compliance Committee has delegated responsibility, from the Audit Committee, for formally identifying and assessing the Group’s risks annually, measuring them against a defined set of criteria, and considering the likelihood of occurrence and potential impact to the Group. The Group Risk and Compliance Committee is formed of the Executive Board, the Head of Internal Audit and Risk and risk owning Senior Leadership Team (‘SLT’) members. Risk management Plc Board • Risk appetite set by the Board • Overall responsibility for risk management Group strategy and objectives Group Risk and Compliance Committee • Delegated responsibility for risk management Functional management • Day to day risk management • Clear escalation routes in place Emerging risks Principal risk review Climate risk review Audit Committee Reviews effectiveness of risk management Finance IT Operations People 6 2 Motorpoint Group PLC | Annual Report and Accounts 2023 Risk management plays an integral part in the Group’s planning, decision making and management processes. All team members have a responsibility to ensure they understand the risks in their area of activity and that they implement and operate effective controls to manage the risks. The Group’s risk management approach is summarised as follows: 1. 2. 3. Identify potential risks through scanning the external environment, as well as internal processes and the Group strategy. Assess and assign a value to the risk to allow it to be prioritised. Assessing likelihood for gross (before controls) and net (after the effect of controls). Respond through planning future actions based on the current risk assessment and the target risk level (which will be in line with risk appetite). Risks can be transferred, terminated, tolerated or treated. 5. 4. Monitor the development of risks over time through tracking key risk indicators. Report back to the SLT and Board through the Group Risk and Compliance Committee to ensure risks are being managed in line with risk appetite. Emerging risks for Motorpoint: The Group’s risk profile is reported to the Executive Board for review and challenge, ahead of final review and approval by the Board. These principal risks are then subject to Board discussion during the course of the year, as appropriate. To drive continuous improvement across the business, the Group Risk and Compliance Committee monitors the suitability and adequacy of controls in place and the ongoing status of action plans against key risks quarterly, with a particular focus for those risks considered to be outside of the Group’s risk appetite. Emerging risks Embracing the findings from the FRC’s thematic review has been a key part of Motorpoint’s approach to risk management in the year, including the request for more detailed information about the process for identifying and assessing emerging risks. The Motorpoint Group Risk and Compliance Committee assumes responsibility for the identification and assessment of Motorpoint's emerging risks. Our strategy for emerging risks is as follows: Identification The following activities are completed to identify potential emerging risks: • Horizon scanning – including the review of construction and distribution media and attendance at industry forums by management, including members of the Group Risk and Compliance Committee. Findings and key messages are discussed as part of the agenda of the Group Risk and Compliance Committee. • External insights – using specialist third parties to identify new and changing risks such as upcoming changes to regulation. • Management meetings – regular Head of Internal Audit and Risk attendance at operational management meetings to discuss potential new risks. This is further supported through monthly business performance reviews conducted by the CEO and CFO to identify risks potentially materialising in business performance. Assessment and reporting Once identified, emerging risks are assessed as follows: • Identify and map out the core elements of the emerging risk, including ownership. • Hold workshops with risk owners to assess the level of the potential risk. Identify potential mitigating actions. • • Report on emerging risks to the Audit Committee. MONITOR REPORT Group risk register review by Risk and Compliance Committee IDENTIFY Identify risk ASSESS Assess gross risk Identify mitigating activities/ controls ASSESS Assess net risk RESPOND Plan future actions (if outside risk appetite) Document in risk register REPORT Functional risk register reviewed by risk owner (SLT member) Motorpoint Group PLC | Annual Report and Accounts 2023 6 3 GovernanceStrategic ReportFinancial Statements R I S K M A N A G E M E N T C O N T I N U E D E M E R G I N G R I S K S F O R M O T O R P O I N T: Risk and impact Commentary 1. Used car ownership is replaced by a subscription based service which offers convenience and cost predictability. We operate a highly flexible approach and business model. Whilst the Society of Motor Manufacturers and Traders (‘SMMT’) states that the case for private vehicle ownership remains strong, we are mindful that a potential adaptation in the future would not be out of reach for the business. Dynamic risk assessment Decreasing 2. Motorpoint does not adapt effectively to infrastructure requirements for increased demand for zero emission vehicles (and other climate related transition emergent risks). 3. Motorpoint does not adapt to new technologies surrounding autonomous vehicle driving. We are already upgrading infrastructure with increased charging points, training of our preparation team and ensuring that customers have all of the information required over the potential decision to purchase a zero emission vehicle. Decreasing Currently, the technology does not indicate a change to the ownership or change in the use case for private vehicles in the UK. As noted in the first emerging risk, we have a highly adaptable business model and would consider a range of mitigations should this risk increase in likelihood. Decreasing 4. New or existing suppliers choose to sell used vehicles directly to end users. We recognise that the barriers of entry to the market for some of the largest suppliers are lower than a start-up entity. However, we are confident that our market share would continue to grow by continuing to be first for Choice, Value, Service and Quality for our customers. Stable 5. An industry disrupter could find a way to sell a used car from person A to person B without taking ownership i.e. a connection charge / agent mechanism. We are confident that by continuing to invest in our brand and offering the best Choice, Value, Service and Quality for our customers that we would remain a trusted retailer for used cars. Stable Principal risks and uncertainties Details of our principal risks and uncertainties are shown on the following pages. This includes the key mitigating activities in place to address them. It is recognised that the Group is exposed to risks wider than those listed. We disclose those we believe are likely to have the greatest impact on our business at this moment in time and which have been subject to debate at recent Board or Audit Committee meetings. How the Board manages risk The Board and each of its delegated committees operate to a prescribed meeting agenda to ensure that all relevant risks are identified and addressed as appropriate. Key management information is reviewed to prescribe operating controls and performance monitoring against the Company’s strategy and business plans. 6 4 Motorpoint Group PLC | Annual Report and Accounts 2023 Changes to principal risks During FY23 the Group Risk and Compliance Committee and the Board continued with its role of managing the Group principal risks and where outside of appetite, setting out and monitoring mitigations to bring the risks within appetite. There were no new emerging or principal risks in the year confirmed by the Board and the Group Risk and Compliance Committee, although the Board has recognised that FY22’s ‘economic vulnerability’ risk required review and as such has been renamed to ‘business resilience’ in FY23. The key reason behind the change was to more accurately describe the risk faced by the Group; there are a number of external factors which could affect the Group wider than just an economic downturn or recession. The principal risk to mitigate is ensuring that the Group remains resilient in the face of any external challenge whether that is an economic downturn, pandemic or climate related physical risk crystallisation. With respect to climate change, the Group Risk and Compliance Committee actively manages and monitors climate change risk within the scope of its activities. This forms part of the continued commitment by the Board and the Committee to integrate the identification and ongoing management of climate risks with the Company’s risk management processes set out in the Group Risk Management Framework. The summary risk register in respect of climate change has been set out in our TCFD disclosure on pages 56 and 57. The register sets out how our specific climate risks relate to the principal risks. All of our climate change risks identified are being managed within the scope of our principal risks set out on pages 67 to 72. The Non-Executive Directors have particular responsibility for monitoring the financial and operating performance, to ensure that progress is being made towards our agreed goals. The Board’s responsibilities also include assessing the effectiveness of internal controls and the management of risk. The Board’s annual review of the effectiveness of risk management and internal controls During the year, the Board considered all strategic matters, received key performance information on operating, financial and compliance matters and reviewed the results of corresponding controls and risk management. The Board received from the Audit Committee and the Executive’s Group Risk and Compliance Committee timely information and reports on all relevant aspects of risk and corresponding controls. We reviewed all of our key Company policies and ensured that all matters of internal control received adequate Board scrutiny and debate. At Board meetings, and informally via the Chair, all Directors had the opportunity to raise matters of particular concern to them. There were no unresolved concerns in the year. We concluded that appropriate controls are in place and functioning effectively. The Board considers that the Group’s systems provide information which is adequate to permit the identification of key risks to its business and the proper assessment and mitigation of those risks. Based on the work of the Audit and Risk and Compliance Committees, the Board has performed a robust assessment to ensure that: (i) the principal risks and uncertainties facing the Group’s business have been identified and assessed and are aligned to the Group’s business strategies; and (ii) appropriate mitigation is in place. The Group operates a four lines of defence model across its internal controls. These are summarised as follows: 1st line Operational and management controls • Site management with appropriate team structure and dedicated leadership team reporting line • Visible, championed values and expected behaviours • Application of Company policies and procedures • Employee induction, training and ongoing support • Executive and leadership team oversight 2nd line Risk and compliance monitoring • Compliance and Data Protection Officers • Operational audit activity • Risk management framework • External specialists engaged to monitor and report on compliance operations 3rd line Internal audit • Open culture of challenge to existing processes and whistleblowing hotline • The work of internal audit, testing first and second lines of defence 4th line External assurance • The work of the external auditor and other independent external assurance providers Motorpoint Group PLC | Annual Report and Accounts 2023 6 5 GovernanceStrategic ReportFinancial Statements R I S K M A N A G E M E N T C O N T I N U E D Viability Statement In accordance with the UK Corporate Governance Code 2018, the Board has assessed the prospects of the Group over a period in excess of 12 months from the date of signing the Group Finance statements as required by the ‘Going Concern’ provision, by selecting a three year period to the end of FY26 which takes into account the Group’s current position and the potential impact of the principal risks and uncertainties as set out on pages 67 to 72. In making their assessment the Directors considered the Group’s current balance sheet and operational cash flows, the availability of facilities, and stress testing of the key trading assumptions within the Group’s plan. Three scenarios were modelled with the outcomes as follows: Scenario Base case Based upon the Group’s most recent approved forecasts. Sensitised A severe, plausible, downside scenario including reducing revenue (26% from base case) and incorporating an above inflation cost increase of 17% from base case. Reverse stress test A scenario created to model the circumstances required to breach the Group’s banking covenants within the viability period. The Board considered the potential impacts in preparing the stress test. The below scenario was analysed: Reducing revenue (33% decrease from the base case) and increasing fixed costs (32% increase over and above the forecasts in the base case). Outcome The Group is not in breach of any financial covenants and is not in a drawdown position on the RCF at the end of the viability period. Group is able to meet all forecast obligations as they fall due. The Group is not in breach of any financial covenants and is not in a drawdown position on the RCF at the end of the viability period. The Group is able to meet all forecast obligations as they fall due. This scenario is designed to result in a covenant breach within the assessed viability period. Management believes the combination of severe downsides to be remote, and that there are numerous mitigating factors over and above those built into the reverse stress test modelling, which the Board would consider to avoid a covenant breach. The selection of the assumptions for the sensitised case is inherently subjective, and whilst the Board considered these assumptions to reflect a downside scenario, the future impact of economic downturn, interest rate rises or inflating overhead costs is impossible to predict with absolute accuracy. Whilst the same applies to the reverse stress test, we note that this scenario is specifically designed to demonstrate the point at which the covenants breach during the viability period. The reverse stress test reflects, in the Board’s opinion, a remote circumstance and numerous mitigating factors could be implemented to avoid a covenant breach in this scenario. Scenario modelling has been considered throughout the year, and at year end, by management to formulate response options against moderate or severe downturns in sales volumes, potential margin pressures and possible cost challenges. Post year end, the Group maintained its available headroom by successfully extending its terms on its revolving credit facility, which stands at £29.0m. The Group also has an uncommitted overdraft facility of £6.0m, which remains in place and was undrawn at the year end. Both are until June 2026, with the option to extend for two further one year extensions if both parties are agreed. With respect to the Group’s stocking facilities these are unchanged from FY22 at £195.0m, which the Board deem appropriate given current market conditions over the stabilisation of vehicle price inflation. In the eventuality of a period of prolonged economic downturn resulting in material reductions in sales volume or prices as well as rising overhead costs, it is possible that the Group would need to negotiate changes to its current banking covenants, but such an extreme downturn is not currently considered plausible. The Group continues to consider and monitor further potential mitigation actions it could take to strengthen its cash position and reduce operating costs in the event of a more severe downside scenario. Such cost reduction and cash preservation actions would include but are not limited to: reducing spend on specific variable cost lines including marketing and store trading expenses; team costs, most notably sales commissions; pausing new stock commitments; and extending the period for which expansionary capital spend, dividends and share buybacks are suspended. The Group has continued to demonstrate a flexible approach to trading and despite the ongoing constriction in the supply of nearly new vehicles, which is expected to continue into FY24, we have been able to use our market position to access more stock to satisfy customer demand, both online and in store. The Directors have also made use of the post year end trading performance to reconfirm that no stores require an impairment provision. While only a short period has passed since the year end, this evidence does not suggest the need for further provisioning was required at year end. Based on this assessment, the Board confirms it has a reasonable expectation that the Group will be able to continue in operation and meet its liabilities as they fall due over the period to 31 March 2026. The Board has determined that the three year period constitutes an appropriate period over which to provide its Viability Statement. This is the period detailed in our Strategic Plan which we approve each year as part of the strategic review. Whilst the Board has no reason to believe the Group will not be viable over a longer period, given the inherent uncertainty involved we believe this presents users of the annual report and accounts with a reasonable degree of confidence while still providing a medium term perspective. 6 6 Motorpoint Group PLC | Annual Report and Accounts 2023 P R I N C I PA L R I S K S A N D U N C E R TA I N T I E S Risk and impact Mitigating controls Progress made in FY23 Competition, Market and Customers The UK vehicle market is highly competitive, and customers have a broad choice of retailers, some of which offer comparable products. The market continues to see consolidation and innovation, through which our competitors have progressed their propositions. Concurrently, customer expectations and buying patterns are evolving, with the traditional research and purchase channels becoming ever more influenced by digital media, peer recommendations and convenience. There is also a market risk identified in respect of climate change affecting consumer choice. Failing to stay ahead of the market or to adapt to changing customer behaviours faster than the competition could undermine our ability to meet our objectives. Brand and Reputation In order to maintain our position as the UK’s leading omnichannel used vehicle retailer we must continue to invest in engaging brand and digital marketing campaigns, as well as innovating the website experience, to ensure that Motorpoint is the primary destination for existing and new customers when starting their next vehicle purchase journey. Understanding the motivations and needs of our current and future customers is paramount. We recognise and welcome the fact that customers are looking for a trusted brand when buying a used car. Ensuring we can communicate at scale our industry leading proposition is vital to protect and position, especially in light of recent new entrants to the market. • Continue to offer an omnichannel proposition. • Continue to compete via our business model’s consistent focus on Choice, Value, Service and Quality; each of these cornerstones is built into the business operation and reporting. For example, customer satisfaction ratings are used in the calculation of all bonuses or commissions across the business. • Significant investment in bringing brand marketing, digital engineering, data insight capability in house to raise awareness of Motorpoint and meet customer needs, including with respect to EVs and climate change related data, such as emissions produced by cars that are sold. Investment in supply chain capacity and capability, and delivery of productivity improvements to enable us to compete effectively and allocate resource to growth driving activity. • • Commission regular customer insight reports to track performance against the market, competitors and other key indicators. • • Increased our market share in new areas through two new stores in the year, and a further store opened in May 2023. Increased brand awareness through renewed investment and re-positioning of our marketing strategy, including a new nationwide TV advert campaign. • Restructure of our internal sales reporting structure, including the appointment of three regional Retail Directors helping to drive the best outcomes for our customers. • With a focus on the quality of the vehicles we sell, • New distinctive website we launched a major new campaign to reinforce our brand positioning and raise brand awareness. Our new strapline will allow us to build on this investment and create a powerful point of difference versus the competition. • Following a strategic review, Motorpoint has taken the decision to invest significantly in its in house digital marketing capabilities rather than rely on an agency model. This improved capability has already started to deliver tangible results with improved campaign performance and ROI but also medium term strategic opportunities. • New roles in both Product Development and Product Design have enabled the business to increase the pace and complexity of new product features released on the website. With all aspects of the creative, design and build functions under the Company’s control, we fully believe we will be able to increase the opportunities to delight both new and returning customers. creative and functionality mean we can more effectively communicate our core value propositions of Choice, Value, Service and Quality. • Customer satisfaction, measured using the NPS system, sits at the heart of our operations and is subject to regular scrutiny across all levels of the business. • We closely monitor customer perceptions using both qualitative and quantitative feedback and respond quickly where possible. Dynamic Risk Assessment Increasing Decreasing Stable Motorpoint Group PLC | Annual Report and Accounts 2023 6 7 GovernanceStrategic ReportFinancial Statements P R I N C I PA L R I S K S A N D U N C E R TA I N T I E S C O N T I N U E D Risk and impact Mitigating controls Progress made in FY23 Brand and Reputation continued Well documented challenges around vehicle supply, finance and the transition to EVs mean we have to maintain an active dialogue on these subjects to inform and reassure our customers and when appropriate, enable customers to delve deeper either via our website or social channels. With reputation taking years to build but potentially days to lose, we recognise that we are always at risk of unwanted traditional and social media scrutiny which can negatively impact our reputation. • We recognise the importance of regularly assessing and testing the resilience of our internal and external communication protocols in the event of a ‘reputational PR’ incident. This approach is continuously under review and we are also looking at ensuring we have a robust business recovery communication framework in place. • New roles in Insight and Analytics, as well as new technology partners, have significantly increased our capability to unlock additional growth opportunities. Availability and Terms of Customer Finance • Continue to drive for the best outcome for the • Customer finance offering customer across our product range. • Constantly monitor the market and emerging trends. • Work in conjunction with our partners to keep our consumer credit offer relevant, competitive and viable. • Where possible reinvest in the quality of the customer offer, preferring to build its appeal rather than maximise our commission rates. held for a significant portion in the year despite increases in the cost of money. • FCA Consumer Duty controls review, working with partners to ensure our products provide the best possible outcome for our customers. Vehicle sales volumes rely on our customers being able to access affordable credit lines. As such, the Company is exposed to the risk of lending institutions reducing, terminating, or materially altering the terms and conditions on which they are willing to offer consumer credit to the Company’s customers. Commission income generated by the Company acting as a regulated credit broker could be impacted if either the number of such arrangements reduces, or the structure and amount of commissions earned is altered. 6 8 Motorpoint Group PLC | Annual Report and Accounts 2023 Risk and impact Mitigating controls Progress made in FY23 Supply Chain Disruption Sales / profitability and customer satisfaction could be impacted by supply chain disruption or loss of access to key suppliers. This includes potential effects from increased risks in this area such as the continued situation in Ukraine, which could affect supply in the motor trade, as well as the impacts from the historic semiconductor supply issue. Potential long term threats in this area from climate related risks are also included within the scope of this risk. Business Resilience Failure to withstand the impact of an event or combination of events that significantly disrupts all or a substantial part of the Group’s sales or operations. This risk includes the risk of a lack of business resilience in the event of: external economic pressures and inflation causing significant reduction in UK Consumer spending, further risks of economic shutdowns from a new or resurgent pandemic, economic downturn due to global conflict causing material price rises and energy price increases, climate related disruption, and material cost inflation. • Use of a broad spread of supply channels, within each • Home delivery and of which are longstanding relationships. • Employment of an experienced buying team which is responsible for maintaining an efficient and effective supply chain. • Able to utilise our buying criteria within the scope of our retail proposition (age and mileage of vehicles) to access more supply if required. • Business continuity plans in place for all Motorpoint physical locations. • We seek to limit dependency on individual suppliers by actively managing key supplier relationships. market share proposition improved with two new stores opening in the year and a further store in May 2023, ensuring more target markets are within a 30 minute drive of a Motorpoint store. • Full procurement review undertaken in the year highlighting key areas for the business to be able to operate more efficiently. Investigative work reviewed on developing the sustainability of our supply chain. • • Negotiation with our main logistics provider, strengthening SLAs. • Internal control and risk management process in place to identify and manage risks (including emerging risks) that may impact the business. This includes horizon scanning for potential risks and early identification of mitigations against potential rising costs, falling sales volumes and business readiness in the event of shutdowns. • Conservative financial approach – resilience and flexibility built into the operating model, balanced levels of structural debt, low risk property portfolio and ‘value for money’ mentality. • Continued strength in the financial position of the Group through banking facility which was extended post year end. • Successful recruitment of a skilled COO targeting greater efficiency, and sustainable operating procedures. • Scenario planning work completed covering the business’s readiness for the impacts of climate change, including an anticipated increased demand for electric and alternatively fuelled vehicles. • Strong and united Board and Management team in place, experienced managers in key roles and committed colleagues. • Strong values – emphasising ’long term thinking’ and ‘acting like owners’ – which Board and senior management are required to role model, embedded in the business through recruitment and appraisal, and colleague communications. • Strong relationships maintained with key stakeholders • (shareholders, colleagues, customers, suppliers, community). Investment in the Motorpoint brand and diversity of routes to market provide flexibility through our omnichannel approach. • Business continuity plans in place and kept up to date for stores, operations and technology. • Forward planning by ESG Committee and Head of Sustainability to plan for potential climate related economic threats from increasing cost of carbon. Insurance cover in place to cover key risks, where applicable. Particular focus on cash flow management. • Expert third party advisers in place (e.g., corporate PR, • corporate, banking, legal) to assist. Dynamic Risk Assessment Increasing Decreasing Stable Motorpoint Group PLC | Annual Report and Accounts 2023 6 9 GovernanceStrategic ReportFinancial Statements P R I N C I PA L R I S K S A N D U N C E R TA I N T I E S C O N T I N U E D Risk and impact Mitigating controls Progress made in FY23 Finance and Treasury Growth constrained by lack of access to capital / financial resource. • Motorpoint uses a selection of finance facilities to • Actions continue fund its operations including a stock financing facility secured against its retail vehicle stock. • The Group has an uncommitted £6.0m overdraft and a £29.0m Revolving Credit Facility in place until June 2026. • A treasury policy and set of processes are in place to govern and control cash flow activities, including the investment of surplus cash. • Freight and energy prices are agreed in advance where applicable, to help mitigate volatility and aid margin management. • Forward looking cash flow forecasts and covenant tests are prepared to ensure that sufficient liquidity and covenant headroom exists. IT Systems, Data and Cybersecurity Operations impacted by failure to develop technology to support the strategy, lack of availability due to cyber attack or other failure, and reputational damage / fines due to loss of personal data. • Formal IT governance processes in place to cover all aspects of IT management. • Changes to IT services are managed through a combination of formal programmes for large and complex programmes, or bespoke iterative development methodologies for smaller scale changes. • A detailed IT development and security roadmap is in place, aligned to strategy. • Comprehensive third party support in place for relevant technologies. • Business continuity in place for all major systems and applications. • Regular vulnerability scans, annual penetration testing with systematic methodology to treat identified threats. • Business process, authorisation controls and access to sensitive transactions are kept under review. 70 Motorpoint Group PLC | Annual Report and Accounts 2023 to improve controls around stock and cash management including stock purchasing, forecasting and use of the stocking facilities. • Finance leading the actions from the procurement review undertaken in the year to ensure relationships with suppliers are as efficient and beneficial for the business as possible, with a number of opportunities explored for re-tenders. • Strong financial position of the Group through stocking facilities and extension of terms on the revolving credit facility. • Successful recruitment of a new and experienced CTO who joined in March 2023. • Significant investment in digital transformation is continuing, upgrading and replacing legacy systems. • Ongoing actions in respect of network refresh programme, hardware refresh programme and strengthening our change management controls. • Strengthened and renewed the data protection policy. • Group wide rollout of data protection training. • Recruitment of Information Security Manager. • Third party audits arranged for FY24 to confirm cyber and data privacy resilience. Risk and impact Mitigating controls Progress made in FY23 Regulatory and Compliance Fines, damages claims, and reputational damage could be incurred if we fail to comply with legislative or regulatory requirements, including consumer law, health and safety, employment law, GDPR and data protection and the Bribery Act. • Operational management are responsible for liaising with the Company Secretary and external advisers to ensure that new legislation is identified, and relevant action taken. • Training on the requirements of the Bribery Act and anti money laundering policies are in place for all relevant colleagues and policies are communicated to all suppliers. The Company also has various FCA permissions to carry on a range of regulated insurance and consumer credit activities from which it derives income. There is a risk that increased regulation or restrictions on the sales process or nature of these products would restrict the income available to the Company. People and Culture The success of the business could be impacted if it fails to attract, retain and motivate a diverse team of high calibre colleagues. Maintaining and evolving the culture of our business (embodied in our shared values) is essential to delivering our strategy and ensuring the long term sustainability of our business. • Whistleblowing procedure and independently administered helpline which enables colleagues to raise concerns in confidence. • Our commitment to becoming a truly amazing place to work and our application of our Virtuous Circle is our biggest defence, ensuring we have a highly engaged, high performing team and attrition is minimised. • Our commitment to Diversity, Equity and Inclusion has been reaffirmed in our SLT strategy and commitments. • The composition of the Executive Team is regularly reviewed by the Board to ensure that it is appropriate to deliver the growth plans of the business. • The Group’s Remuneration Policy detailed in this report is designed to ensure that high calibre executives are attracted and retained. Lock in of senior management is supported by awards under the Long Term Incentive Plan. • Monitoring of key risk indicators such as retention rate %, employee satisfaction through the b-Heard surveys. • Continued focus in the year from the Group Risk and Compliance Committee ensuring robust regular oversight and review of compliance matters by the SLT. Continued to conduct horizon scanning processes to identify changes in regulatory expectations. • Strengthened, renewed and thoroughly socialised data protection policy. • Refreshed and renewed anti bribery and anti corruption policies. • Group wide rollout of risk and control training. • Continued Group Board focus on Board and Executive Team succession and talent management. • The SLT has worked with an external consultant to develop our DEI strategy and have created their commitments to become an even more inclusive place to work. • New ATS and onboarding systems have strengthened our proposition, making us more attractive to candidates and provide a better experience to applicants. • Brought forward our living wage review and increased the Motorpoint living wage in line with the Real Living Wage foundation’s October 2022 review. • Further discount offered this year (10%) for the annual Share scheme programme to all employees. • Set up and launch of ‘Workplace’, our new engagement platform for all team members. Dynamic Risk Assessment Increasing Decreasing Stable Motorpoint Group PLC | Annual Report and Accounts 2023 7 1 GovernanceStrategic ReportFinancial Statements P R I N C I PA L R I S K S A N D U N C E R TA I N T I E S C O N T I N U E D Risk and impact Mitigating controls Progress made in FY23 Health, Safety and Welfare The risk that accidents, hazards or incidents are caused by unsafe practices at work, resulting in injury or death to customers, employees or third parties. • Health and safety training for all new starters, • with additional role specific training for employees in stores. Incident management processing to ensure major incidents are dealt with appropriately and problems are logged and actively progressed to resolution. • Undertake risk and control assessments to monitor compliance. • Continually monitor our mandatory regulatory • training to ensure that all colleagues are kept informed. Incidents are reported online, via a reporting tool. Line management deal with minor incidents. Major incidents are escalated to the SLT who are supported by third party expertise. • Risk assessment is managed in the following ways: line management in the stores have a number of online risk assessment checklists to verify the relevant controls are in place; and higher level risk assessments are carried out on workshop activities by an expert third party – including ‘Hand Arm Vibration’ and ‘Control of Substances Hazardous to Health’. • A separate, expert third party also carries out higher level risk assessments covering store transport safety, gates and barriers, as well as fire risk assessments. • Implemented new expert third party relationship to assist with managing our Health & Safety Risk, working alongside existing third party relationships. • Ongoing actions from six monthly insurance inspections of the Lifting Operations and Lifting Equipment Regulations and periodic inspection and maintenance under Provision and Use of Work Equipment Regulations. • Ongoing actions from incident reporting included within monthly Board submissions and also discussed within monthly Operations Manager Health and Safety Governance including deep dive into causations, issues arising / lessons learnt and best fit solutions. • Ongoing actions from strengthened and enhanced Fire Risk Assessment conducted across all stores in FY23. Dynamic Risk Assessment Increasing Decreasing Stable 7 2 Motorpoint Group PLC | Annual Report and Accounts 2023 N O N - F I N A N C I A L I N F O R M AT I O N S TAT E M E N T In accordance with section 414CB of the Companies Act 2006, the sections cross referred to in the table below are incorporated into this non-financial information statement. Environmental matters Company’s employees Social matters Stakeholder engagement: community and environment Streamlined Energy and Carbon Reporting 36 - 39 31 At a glance Our operating model begins with our team Our core values Our stakeholders Energy efficiency actions Going green 34 - 39 Winning culture Supporting employee wellbeing 35 46 - 47 In addition, our talent team are working on business projects focused on improving the sustainability of the business and our impact on the environment. Related principal risk: Brand and Reputation; Regulatory and Compliance 67, 71 The Company has various employee centric policies and guidance including: Employee Handbook; HR Policies including equal opportunities; anti bullying and harassment; whistleblowing; enhanced maternity leave; paternity leave; health, safety and welfare; data protection; and privacy. 41 4 - 5 17 30 46 Investing in our communities 44 - 45 Supporting great causes 44 - 45 Anti corruption and anti bribery matters 48 Related principal risk: Brand and Reputation; Economic Vulnerability; Regulatory and Compliance 67, 70, 71 Respect for human rights Real Living Wage Modern slavery Treating customers fairly 32 49 48 67, 71 48 71 Related principal risk: People and Culture; IT Systems, Data and Cybersecurity 70, 71 Related principal risk: Brand and Reputation; Regulatory and Compliance; People and Culture Anti corruption Whistleblowing hotline, anti corruption and anti bribery Related principal risk: Regulatory and Compliance Investment case 6 - 7 Non-financial KPIs 23 Business model 8 Motorpoint Group PLC | Annual Report and Accounts 2023 73 GovernanceStrategic ReportFinancial Statements 74 Motorpoint Group PLC | Annual Report and Accounts 2023 Governance 76 78 79 82 86 90 92 94 102 109 114 Board of Directors Introduction to governance Corporate governance report Audit Committee report Nomination Committee report ESG Committee report Remuneration Committee report Remuneration policy Annual report on remuneration Directors’ report Statement of directors’ responsibilities Motorpoint Group PLC | Annual Report and Accounts 2023 7 5 Financial StatementsStrategic ReportGovernance B O A R D O F D I R E C T O R S Experienced team delivering long term value A P P O I N T M E N T B A C K G R O U N D A N D C A R E E R E X T E R N A L R O L E S 76 Motorpoint Group PLC | Annual Report and Accounts 2023 John Walden Independent Non-Executive Chair and Chair of the Nomination Committee Mark Carpenter Chief Executive Officer N N E January 2022 April 2016 Mark was appointed as Chief Executive Officer in May 2013 following two years as CFO, and has almost 20 years’ experience in motor retail. Mark was previously Finance Director of Sytner Group Limited from 2005 to 2010. Prior to this, Mark was with Andersen, where he qualified as a Chartered Accountant. None John has held prior roles including chair of Naked Wines plc, chair of the Jersey parent company of Holland & Barrett International, and non-executive director of Celine Jersey Topco Ltd, the Jersey holding company of Debenhams. John was also an executive director at FTD Companies. John served as CEO of Argos and its parent company Home Retail Group plc, and has held several senior roles with Best Buy Co. including EVP and president of the internet division. John has been a driving force in omnichannel and consumer driven retailing, as well as leading digital and transformational change, both in the UK and US. Since March 2021, John has been the chair of SnowFox Topco Ltd, the Guernsey topco responsible for Yo Sushi. John is also the Founder of Inversion LLC. In March 2023, John was appointed as Independent Non-Executive Director and Non-Executive Chair Designate of ScS Group Plc, and will take on the role of Non-Executive Chair of ScS on 30 November 2023. A P P O I N T M E N T B A C K G R O U N D A N D C A R E E R E X T E R N A L R O L E S Committee membership key A Audit Committee R Remuneration Committee N Nomination Committee E ESG Committee Committee Chair Chris Morgan Chief Financial Officer Mary McNamara Senior Independent Non- Executive Director and Chair of the Remuneration Committee Adele Cooper Independent Non-Executive Director Keith Mansfield Independent Non-Executive Director and Chair of the Audit Committee E A R N E A R N E A R N E January 2021 Chris was appointed Chief Financial Officer in January 2021, and is also the Company Secretary for Motorpoint Group plc. Chris was formerly group finance director at Speedy Hire Plc. Prior to this Chris held senior finance leadership positions at Go Outdoors and Tesco, where he was latterly the finance director for the Czech Republic and Slovakia. Chris is a Fellow of the Institute of Chartered Accountants in England and Wales. None May 2016 (appointed as Senior Independent Director in October 2016) Mary was CEO of the commercial division and board director of the Banking Division at Close Brothers Group Plc. She spent 17 years with GE in a number of leadership roles, including CEO of the European Fleet Services business. Mary has also spent time with Skandia and 14 years at Harrods. Chair of the Remuneration Committee and member of the Nomination and Governance Committee of OSB Group plc. March 2020 May 2020 Adele has extensive marketing and senior leadership experience, having worked at some of the world’s leading technology companies, most recently at Pinterest from June 2015 to December 2019. While at Pinterest, Adele was responsible for the UK and Ireland, overseeing strategic, commercial and operational management. Prior to this, Adele has been with Facebook and Google in a lead global relationship role and a variety of regional and global lead roles in marketing and operations. Adele is Chief Revenue Officer at &Open and a Non- Executive director of Conjura Ireland Limited. Keith was appointed to the Board of Motorpoint Group Plc as Independent Non- Executive Director in May 2020. A Chartered Accountant by background, Keith brings extensive accountancy experience, having worked at PwC for over 30 years, during which time he served as Chair of PwC in London responsible for assurance, tax and advisory services. As a partner for 22 years, he has led services to public and private companies across a range of industry sectors. Keith is the Senior Independent Director of Tritax Eurobox plc, where he chairs the Audit Committee and is a member of the Management Engagement Committee and Nomination Committee. Keith is also the Senior Independent Director and Chair of the Audit Committee of Digital 9 Infrastructure plc, Chair of Albemarle Fairoaks Airport Limited and a Non-Executive director on the boards of Martins Investment Holdings Ltd, Martins Development Holdings Ltd and Martins Financial Holdings Ltd. Motorpoint Group PLC | Annual Report and Accounts 2023 7 7 Financial StatementsStrategic ReportGovernance I N T R O D U C T I O N T O G O V E R N A N C E Chair’s introduction D E A R S H A R E H O L D E R I am delighted to present my Corporate Governance review for Motorpoint for FY23. The aim of this report is to explain Motorpoint’s governance framework and outline how it was applied on a practical basis in the year under review. The past year has seen the Company have to contend with a number of economic headwinds, with the cost of living crisis and supply chain issues creating a number of challenges. As a Board, we are committed to delivering sustainable and profitable growth, and remain committed to the delivery of our strategy that is set out earlier in this report. Despite the challenges to profitability, we have made good progress against our strategic objectives, and are continuing to increase revenues and market share. As a Board, we are conscious that we are accountable to all our shareholders and must have regard to other stakeholders such as employees, customers, suppliers and the environment. We maintain an active dialogue with shareholders throughout the year and listen to views of representatives of investors and financial institutions. We also welcome the opportunity to answer shareholders’ questions at our 2023 Annual General Meeting (‘AGM’). ESG We are committed to an ESG agenda which aims to exceed our stakeholders’ expectations. The past year has continued to accelerate expectations for all companies to make good progress in this area, and our new ESG Committee has met twice to develop, implement and monitor our ESG strategy, as well as oversee and support stakeholder engagement on ESG matters. We look forward to further developing the Committee’s impact in the coming year. Board changes There have been no changes to the membership of the Board over the last year. Biographies for each of the current Directors are set out on pages 76 and 77. The progress in talent development and diversity can be found on page 87. “ T h e B o a rd i s c o m m i t te d to d e l i ve r i n g o u r s t ra te g i c p l a n u n d e r p i n n e d w i t h s t ro n g g ove r n a n c e .” John Walden Chair Compliance statements Throughout the year ended 31 March 2023, the Company has complied with all the provisions as set out in the 2018 Corporate Governance Code (the ‘2018 Code’) (a copy of which is available on the Financial Reporting Council’s website at www.frc.org.uk) except for two. Firstly, with respect to the CEO’s pension contributions. As set out in the Remuneration Committee report, under the new remuneration policy the CEO’s pension contributions will reduce from 10% to 3% of salary following the 2023 AGM, to be aligned with that of the workforce and comply with the 2018 Code. Secondly, with respect to consulting directly with the workforce on remuneration matters. In the coming year we will review our approach to engaging with employees on remuneration matters and in particular to explain how the pay for senior executives aligns to the pay practices for the workforce generally. Our effectiveness Every year we perform a review of the effectiveness of the Board. In early 2023, we commissioned an external Board effectiveness review with participation from all members of the Board. The findings show that the work we do as a Board and in our committees continues to be effective. Our review also confirmed that our focus in the coming year will be employee engagement, as well as succession planning for the Board and executive leadership and the implementation of our revised diversity, equity and inclusion strategy. Board priorities Our priorities for next year are very much focused around continuing to build sustainable and profitable growth in the Group, and delivering on our strategic plan underpinned with strong governance. John Walden Chair 14 June 2023 78 Motorpoint Group PLC | Annual Report and Accounts 2023 C O R P O R AT E G O V E R N A N C E R E P O R T Board leadership and purpose The role of the Board The Board sets the Company’s strategic aims and ensures that the necessary resources are in place to allow the Company’s objectives to be met, in a way that enables sustainable long term growth. It is also responsible for corporate governance and the overall financial performance of the Group. The Board establishes the Company’s culture, values and ethics and it is important that it models the required behaviours and standards, with all Directors devoting sufficient time and attention to their role. The current Board composition is the Chair, three independent Non- Executive Directors (including a Senior Non-Executive Director) and two Executive Directors. Roles and responsibilities The Chair’s role The Chair’s primary role is the leadership of the Board. They ensure that the Directors receive accurate, timely and clear information and are responsible for cultivating a boardroom culture of honesty and openness, which encourages debate, challenges where appropriate, and enables the Non-Executive Directors to make an effective contribution. The Chair sets the Board’s agenda and ensures sufficient time is allocated for the discussion of all agenda items. The Chair also consults with the Non- Executive Directors, in particular the Senior Independent Director, on matters of corporate governance and ensures all Directors are made aware of any major shareholders’ issues and concerns. The Board is satisfied that the Chair fulfils their responsibilities in enabling the Board to make sound decisions. Chief Executive Officer’s role The Chief Executive Officer (‘CEO’) is responsible for the day to day running of the Group’s business, including the development and implementation of strategy and decisions made by the Board, as well as the operational management of the Group. Chief Financial Officer’s role The Chief Financial Officer (‘CFO’) is responsible for the Group’s financial activities, including control, planning and reporting, and also contributes to the broader management of the Group’s business. The CFO supports the CEO with the development, implementation and tracking of the Group’s strategy. Senior Independent Director’s role The Senior Independent Director acts as a sounding board to the Chair and serves as an intermediary for the other Directors when necessary. The Senior Independent Director is available to shareholders to assist with addressing concerns that may arise and meets with the other Non- Executive Directors (excluding the Chair) at least once a year to review the performance of the Chair. The Senior Independent Director also meets with Non-Executive Directors without the Chair present at least annually and conducts the annual appraisal of the Chair’s performance, providing feedback to the Chair on the appraisal outputs. Independent Non-Executive Directors The Non-Executive Directors bring independence, and a broad mix of business skills, knowledge and experience to the Board. They provide an external perspective to Board discussions and are responsible for the scrutiny of the executive management on behalf of shareholders. The Non-Executive Directors constructively challenge Board discussions and help develop proposals on strategy. At least annually, the independent Directors meet without the presence of the Executive Directors. Non-Executive Directors monitor the reporting of performance and ensure that the Company is operating within the governance and risk framework approved by the Board. The Company Secretary’s role The Company Secretary ensures that effective communication flows between the Board and its committees and between senior management and the Non-Executive Directors. The Company Secretary is responsible for ensuring that the Board operates in accordance with the Company’s corporate governance framework. The appointment and removal of the Company Secretary is a matter for the whole Board. Matters reserved for the Board To retain control of key decisions and ensure that there is a clear division of responsibility between the Board and the day to day running of the business, the Board has a formal schedule of matters reserved for its decision. These reserved matters include financial reporting, investment appraisal and risk management. The matters were reviewed by the Board in July 2022 to ensure they were aligned with the 2018 Code. Board committees The Board operates several committees to support it in carrying out its duties. Further information about the work carried out by these committees can be found on the following pages: • Audit Committee (p.82) • Nominations Committee (p.86) • ESG Committee (p.90) • Remuneration Committee (p.92) Board focus during the year The Board holds a number of scheduled meetings each year, plus regular strategy sessions which are usually held off site. The meetings were held in a hybrid format this year, with some attended in person and others held virtually. Key areas of focus during the year were: Strategy • The Board reviewed progress against the Strategic Plan regularly during the course of the year Investor relations and communications • • Strategic growth opportunities such as the opening of new stores, technology and marketing investment, efficiencies and exploration of other growth opportunities Motorpoint Group PLC | Annual Report and Accounts 2023 79 Financial StatementsStrategic ReportGovernance C O R P O R AT E G O V E R N A N C E R E P O R T C O N T I N U E D Financial • Approved the full year results announcement and the annual report for the 2023 financial year. In doing so, the Board considers that the annual report, taken as a whole, is fair, balanced and understandable, and provides the information necessary for shareholders to assess the Group’s and Company’s position, performance, business model and strategy • Continued suspension of the payment of any dividends • Half year results, full year results and trading updates • Review of Group cash position and forecasting, and post year end the approval of the banking extension through to June 2026 • Monthly performance reporting and review Internal control and risk management • Performed the annual review of the effectiveness of internal control, risk identification and mitigation • Carried out a robust assessment of the emerging and principal risks facing the Group. Further information on these principal risks, the procedures in place to identify emerging risks and how these are being managed or mitigated can be found on pages 62 to 72 • Approved the Viability Statement as disclosed in the FY23 annual report, which sets out that the Group will be able to continue in operation and meet its liabilities as they fall due over the next three years. The Board deemed a three year period to the end of FY26 would be appropriate, taking into account the Group’s current position and the potential impact of the principal risks and uncertainties • Considered and approved the adoption of the going concern basis of accounting in preparing the half and full year results • Approved updates to the treasury policy People, talent and culture • Succession planning and talent development for all senior roles • Reviewed the results of the engagement survey • Ensured safe and comfortable working environments • • Reviewed the staffing structure and implemented associated rationalisation, resulting in 20 redundant posts Implemented a Restricted Share Award for eligible staff Implemented an SAYE Share Plan for eligible staff for the three year period commencing February 2023 • Governance, compliance and ethics • Approved AGM business such as the Notice of Meeting and related ancillaries • Commissioned an external Board evaluation, reviewed the report and recommendations and agreed an action plan • Assessed the independence of all Directors • Reviewed and updated the Terms of Reference for the Audit Committee, Remuneration Committee and ESG Committee Board independence and appointment terms The Board has reviewed the independence of each Non- Executive Director and considers each of them to be independent of management and free from business or other relationships that could interfere with the exercise of independent judgement. The Company meets the requirement under Provision 11 of the 2018 Code that at least half of the Board, excluding the Chair, are Non- Executive Directors whom the Board considers to be independent. The Board believes that any shares in the Company held personally by a member of the Board serves to align their interests with those of the shareholders. The CEO, Mark Carpenter, owns approximately 9.8% of the shares of the Company. Mark Carpenter was considered by his fellow Directors to be independent in character and judgement in performing his duties during the periods of their tenure in the year. The Board is fully confident that, in the very unlikely event of a conflict emerging between Mark Carpenter’s duties as a Director and his interests as a shareholder, he would absent himself from the Board discussions in question (and the Board would ensure that he does so). The terms and conditions of appointment of the Non-Executive Directors are contained within their Letters of Appointment. The terms of appointment for the Directors confirm they are expected to devote such time as necessary for the proper performance of their duties. The Board reviews and approves as necessary any additional external appointments the Directors may look to obtain. During FY23, John Walden was appointed to the board of ScS Group Plc, and will take on the role of Non-Executive Chair of ScS on 30 November 2023. Prior to this appointment, consideration was given to the potential impact this would have on his role as Chair of Motorpoint Group plc, and whether there was a risk of overboarding in line with current governance practice. It was deemed that there was no risk of overboarding and no concerns were identified with this appointment. The CEO and CFO do not currently have a non-executive directorship on any other listed company board. Board meetings The Board met regularly to discharge its duties effectively. Directors are provided with meeting papers approximately one week in advance of each Board or committee meeting. Members of the Senior Leadership Team are regularly invited to attend Board meetings to present on their specific area of responsibility. 8 0 Motorpoint Group PLC | Annual Report and Accounts 2023 Board and committee attendance FY23 The Board has regular scheduled meetings throughout the year. Directors’ attendance at Board and committee meetings during the year is outlined below: Director Mark Carpenter Chris Morgan John Walden Mary McNamara Keith Mansfield Adele Cooper Board (9 meetings) Audit Committee (3) Nomination Committee (1) Remuneration Committee (6) ESG Committee (2) 9 9 9 9 9 9 – – – 3 3 3 1 – 1 1 1 1 – – – 6 6 6 2 2 – 2 2 2 Annual General Meeting The 2023 AGM will be held on 26 July 2023. The Notice convening the 2023 AGM will be circulated to shareholders separately, along with details on how shareholders can still raise questions to the Board in advance. We will ensure that shareholders are kept informed using the Notice of Meeting, our website, and relevant regulatory announcements in due course. Conflicts of interest The Company’s Articles of Association, in line with the Companies Act 2006, allow the Board to authorise any potential conflicts of interest that may arise and impose limits or conditions as appropriate. The Board has a formal process for the Directors to disclose any conflicts of interest and any decision of the Board to authorise a conflict of interest is only effective if it is agreed without the conflicted Director(s) voting or without their votes being counted. In making such a decision, the Directors must act in a way they consider in good faith will be most likely to promote the success of the Group. Independent advice The Directors may take independent professional advice, if necessary, at the Company’s expense. Board training and development Directors are continually updated on the Group’s business, the markets in which we operate and changes to the competitive and regulatory environments through presentations and briefings to the Board from Executive Directors and the Senior Leadership Team. Directors received briefings from the Company Secretary during the year on governance and compliance matters and relevant legislative changes. Relations with shareholders All shareholders have access to the Chair and the Senior Non- Executive Independent Director, who are available to discuss any questions which shareholders may have in relation to the running of the Company. The Board recognises the need to ensure that all Directors are fully aware of the views of major shareholders. Copies of all analysts’ research relating to the Company are circulated to Directors upon publication. The Company receives a monthly Investor Relations report which includes an analysis of the Company’s shareholder register. John Walden Chair 14 June 2023 Motorpoint Group PLC | Annual Report and Accounts 2023 8 1 Financial StatementsStrategic ReportGovernance A U D I T C O M M I T T E E R E P O R T Audit Committee Chair’s statement C O M M I T T E E G O V E R N A N C E Committee membership During the year the Committee comprised: • Keith Mansfield (Chair) • Adele Cooper • Mary McNamara The Committee met three times during the year and attendance is set out in the table on page 81. D E A R S H A R E H O L D E R I am pleased to present the report of the Audit Committee (the ‘Committee’) for FY23. The principal purpose of this report is to look back over the financial year ended 31 March 2023, and describe the Committee’s responsibilities and activities during the year. The Committee fulfils an important oversight role, monitoring the effectiveness of the Group’s system of internal control and risk management framework and reviewing the integrity of the Group’s financial reporting. The key objectives of the Committee are to review and report to the Board and shareholders on the Group’s financial reporting, internal control and risk management systems, and on the independence and effectiveness of the external auditor. “ M a n a g e m e n t p ro c e s s e s h ave c o n t i n u e d to s t re n g t h e n i n t h e ye a r t h ro u g h s t ro n g re c r u i t m e n t , a u to m a t i o n a n d t h e c o m p l e t i o n o f t h e G ro u p’s f i r s t fo r m a l i n te r n a l a u d i t p l a n – t h i s i s a m a j o r s te p fo r wa rd i n m a n a g i n g r i s k a n d i n te r n a l c o n t ro l fo r t h e  G ro u p.” Keith Mansfield Audit Committee Chair Risk management and internal control continues to be a priority topic for the Group, ensuring Motorpoint can respond with pace and robustly to economic uncertainty, requirement for digital transformation and an extremely competitive marketplace. Management processes have continued to strengthen in the year through strong recruitment, automation and the completion of the Group’s first formal internal audit plan – this is a major step forward in managing risk and internal control for the Group. The Audit Committee has reviewed the status of the Group’s plans for its first audit and assurance policy. Good progress has been made on the planning activity which includes assurance mapping and gathering the views from key stakeholders. A draft policy is expected in FY24 with a thorough review required before final publication. I would like to thank my colleagues in the Committee for their valued contributions during this year and also extend my thanks to our colleagues within the business who have continued to embrace the Group’s shared values, whilst also striving for greater efficiency and leaner ways of working in the context of an ever more competitive marketplace and increased economic uncertainty. 8 2 Motorpoint Group PLC | Annual Report and Accounts 2023 • Review the adequacy and security of the Company’s arrangements for its employees, contractors and external parties to raise concerns, in confidence, about possible wrongdoing in financial reporting or other matters • Review the effectiveness of risk management and internal control policies in relation to ESG matters • Monitor the statutory audit of the annual and the consolidated financial statements • Review significant financial reporting issues • Recommend to the Board the reappointment of the external auditor and approve their remuneration and terms of engagement • Monitor and review the external auditor’s independence and objectivity and the effectiveness of the external audit process, including considering relevant UK professional and regulatory requirements and the appropriateness of the provision by the auditors of non-audit services The terms of reference authorise the Committee to obtain independent legal or other professional advice at the Company’s expense. Committee composition and membership The Committee currently comprises three independent Non-Executive Directors. During the year, the following members served on the Committee: • Keith Mansfield (Chair) • Adele Cooper • Mary McNamara The Board believes that the members of the Committee as a whole have competence relevant to the sector in which the Group operates, gained from their respective external roles, previous and present. Biographical details of Committee members are set out on page 77. In particular, the Board has identified me as the member of the Committee having recent and relevant financial experience for the purposes of the 2018 Code. I have a wealth of accounting experience from my previous roles, having worked at PricewaterhouseCoopers LLP (‘PwC’) for 30 years. At the invitation of the Chair of the Committee, the CEO and CFO attended all meetings during the year in order to maintain effective and open communications. The external auditors, PwC, attend meetings of the Committee and have direct access to the Committee should they wish to raise any concerns outside of the formal Committee meetings. Similarly, the Head of Internal Audit attends for the specific portion of Committee meetings pertaining to internal audit, and has direct access to the Committee should internal audit need to raise any concerns outside of the formal context. Role of the Committee The role and responsibilities of the Committee are set out in its terms of reference which were updated in FY23 and are available on the Company’s website motorpointplc.com. The key objectives of the Committee are to review and report to the Board and shareholders on the Group’s financial reporting, internal control and risk management systems, and on the independence and effectiveness of the external auditor. Further details on the responsibilities of the Committee are listed below: • Monitor the integrity of the financial statements of the Company, including its annual and half yearly reports, preliminary announcements and any other formal statements relating to its financial performance, and review and report to the Board on significant financial reporting issues and judgements which those statements contain having regard to matters communicated to it by the auditor • Review the content of the annual report and accounts and advise the Board on whether, taken as a whole, it is fair, balanced, and understandable and provides the information necessary for shareholders to assess the Company’s performance, business model and strategy and whether it informs the Board’s statement in the annual report on these matters that is required under the Code • Keep under review the Company’s internal financial controls systems that identify, assess, manage and monitor financial risks, and other internal control and risk management systems • Review and approve the statements to be included in the annual report concerning internal control, risk management, including the assessment of principal risks and emerging risks, Viability Statement and going concern • Review reports from the internal audit function Motorpoint Group PLC | Annual Report and Accounts 2023 8 3 Financial StatementsStrategic ReportGovernance A U D I T C O M M I T T E E R E P O R T C O N T I N U E D Activities The Committee reviewed the following items since the last report: • Annual Report and Accounts to 31 March 2023 and half year results to 30 September 2022 • Chair met and had discussions with PwC as part of the audit process • External audit plan and review of effectiveness • Non-audit services policy (‘NAS’) and reached a general presumption that PwC is not best placed to offer NAS, so as to safeguard their independence • The Group’s prospects (going concern and viability) • Tax and treasury policy • Corporate risk assessment including review of the key risks, risk management activities and emerging risks • Findings from the external auditor on the FY23 year end audit • Findings from the work of Internal Audit Financial reporting The primary role of the Committee in relation to financial reporting is to review with both management and the external auditor, and report to the Board the appropriateness of the annual financial statements, considering amongst other matters: • Whether the annual report, taken as a whole, is fair, balanced and understandable, and provides the information necessary for shareholders to assess the Company’s performance, business model and strategy. The statement incorporating the conclusion of this assessment is included later in this section • The application of significant accounting policies and any changes to them • The methods used to account for significant or unusual transactions where different approaches are possible • Whether the company has adopted appropriate accounting policies and made appropriate estimates and judgements, taking into account the external auditor’s views on the financial statements • The clarity and completeness of disclosures in the financial statements and the context in which statements are made • All material information presented with the financial statements, including the strategic report and the corporate governance statements relating to the audit and to risk management In addition to the above, the Committee supports the Board in completing its assessment on the adoption of the going concern basis of preparing the financial statements. Furthermore, as part of the Committee’s responsibility to provide advice to the Board on the long term Viability Statement, the Committee performed a robust review of the process and underlying assessment of the Group’s longer term prospects made by management. Significant matters considered by the Committee in relation to the financial statements In the preparation and final approval of the financial statements, the Committee discussed with management the key sources of estimation and critical accounting judgements. The Committee considered the following significant issues in relation to the FY23 financial statements: • Inventory Valuation: Inventory is valued at the lower of cost and net realisable value. Margins on vehicles increased in FY22 due to a global shortage of semiconductors resulting in a reduction of the supply of new vehicles; this in turn pushed demand, and therefore price, up for used cars. There is a risk that the solving of supply shortages could lead to selling prices reducing below cost and so require a provision against inventory cost. Further, in the second half of FY23 the Group experienced a considerable drop in the value of Electric Vehicles. A provision is included based on historical and forecast sales and potential net realisable value. The Committee is comfortable based on performance subsequent to the year end that the level of inventory provision is appropriate. • Appropriate capitalisation of IT development costs in line with the criteria set out in IAS 38; in particular as this year the amounts increased, following the acceleration of technical strategic investment. The Committee is satisfied based on the substantiation of the requirements of IAS 38 that the appropriate accounting treatment was applied. Annual report The Committee has undertaken a review and assessment of the annual report in order to determine whether it can advise the Board that, taken as a whole, the annual report is fair, balanced and understandable, and provides shareholders with the information they need to assess the Company’s position, performance, business model and strategy. In doing this the Committee considered the following: • The description of the business is consistent with the Committee’s own understanding • The narrative of the strategic report fairly reflects the performance of the Group over the period reported on • That there is a clear and well articulated link between all areas of disclosure including going concern and viability • The findings from the external auditor as part of the FY23 year end audit All relevant issues relating to the Annual Report were fully discussed at the Committee meeting in June 2023. The Committee has concluded that the Annual Report, taken as a whole, is fair, balanced and understandable and that it can advise the Board as required by the 2018 Code and other relevant rules and regulations. 8 4 Motorpoint Group PLC | Annual Report and Accounts 2023 Going concern and Viability Statement The Company is required to include statements in its annual report relating to going concern and viability. The Committee reviewed and discussed with management and concluded that the financial statements can be prepared on a going concern basis and that there is a reasonable expectation that the Group will be able to continue in operation and meet its liabilities as they fall due over the next three years. The Directors assessed the prospects of the Group over a three year period, which reflects the budget and planning cycle adopted by the Group. The assessment of the Group’s prospects, together with the Group’s going concern and Viability Statement, are set out on pages 112 and 81 respectively of the report. Internal audit Following the successful expansion of the function with the appointment of the Head of Internal Audit and Risk in the prior year, the Group’s first internal audit plan was approved and carried out in FY23. A number of risk based reviews were undertaken by internal audit, establishing new independent third line assurance reports for the business and management agreed actions to address control weaknesses identified. Internal audit’s areas of review in FY23 included: • Balance sheet reconciliations controls audit • End-to-end audits of purchasing controls for both sourcing vehicles and all non-vehicle expenditure • Sales ledger control account controls audit • Inputs to payroll controls audit • Bank and cash procedures audit • The Committee assesses the audit plan • All Committee members, key members of management, those who regularly provide input into the Committee provide feedback on how well PwC performed the year end audit • The feedback and conclusions are discussed, along with the conclusion regarding specific audit risks, with an overall conclusion on audit effectiveness reached. Any opportunities for improvement are brought to the attention of the external auditor The Committee concluded that PwC provided an effective, independent and objective audit and that the Committee was therefore satisfied that it had obtained a high quality audit. The Committee agreed to recommend to the Board the reappointment of PwC as the Group’s external auditor and a resolution to this effect will be proposed at the 2023 AGM. Non-audit services To further safeguard the independence and objectivity of the external auditor, non-audit services provided by the external auditor are considered, and where appropriate authorised, by the Committee in accordance with a non-audit services policy. This policy limits the amount and type of services undertaken by our auditor. Permitted services are subject to a cap of 70% of the average of the fees paid for the statutory audits over a three year period. There were no non-audit fees for the year ended 31 March 2023. Keith Mansfield Audit Committee Chair 14 June 2023 The establishment of the function has been well received in the business and requests for third line assurance over controls have come from a wide range of business functions. The FY24 internal audit plan was approved in January 2023, covering a range of core audits over financial controls and a series of risk based reviews to be carried out across FY24. External auditor Independence There are a number of robust policies in place, all of which aim to safeguard the independence of the external auditor. In accordance with best practice, the external audit contract will be put out to tender every ten years, with the next retender due no later than the year ending 31 March 2027. In accordance with the Auditing Practices Board standards, the lead audit partner at PwC will be rotated every five years to ensure continuing independence. Mark Skedgel, the current audit partner, assumed this responsibility for the year ended 31 March 2020. There are no contractual obligations that restrict the Company’s choice of external auditor. External auditor effectiveness The Committee conducts an annual external audit effectiveness review each year which examines the auditor’s independence, the audit planning process, audit approach and delivery, audit team expertise and experience, resources, responsiveness and communication in respect of the financial year audit. In order to discharge this responsibility the Committee followed the process outlined below: • The terms, areas of responsibility, duties and scope of work of the external auditor as set out in the engagement letter are reviewed at the Committee meetings • The Committee discusses and agrees at the planning stage the draft list of specific audit risks Motorpoint Group PLC | Annual Report and Accounts 2023 8 5 Financial StatementsStrategic ReportGovernance N O M I N AT I O N C O M M I T T E E R E P O R T Nomination Committee Chair’s statement C O M M I T T E E G O V E R N A N C E Committee membership and attendance During the year the Committee comprised: • John Walden (Chair) • Adele Cooper • Keith Mansfield • Mary McNamara • Mark Carpenter (CEO) The Committee met once during the year and attendance is set out in the table on page 81. D E A R S H A R E H O L D E R I am pleased to present the report of the Nomination Committee (the ‘Committee’) for FY23. effective, and that the appropriate corporate governance standards and practices are in place. The Nomination Committee keeps under regular review the structure and composition of the Board and its committees and ensures that the Board and executive leadership has the appropriate balance of skills, expertise and experience to support the Company. In FY23, the Committee met once, where it received a recruitment update and discussed potential ways to help promote diversity within the Senior Leadership Team ('SLT'). There were no new Board appointments or resignations during the period and the Committee remains satisfied that the Board composition is balanced and “ D i ve r s i t y a n d i n c l u s i o n i s i m p o r t a n t to u s a n d w i l l re m a i n a key fo c u s fo r t h e C o m m i t te e i n t h e ye a r a h e a d .” John Walden Nomination Committee Chair Following the external board effectiveness review, the Board’s discussions identified a number of opportunities to help encourage a diverse and inclusive pipeline of executive and non-executive talent within the Company. This will be a key focus for the Committee in the upcoming year to ensure that momentum is maintained. The Committee is clear on the vision to promote and model an inclusive and supportive culture where every individual, of any identity, from any background, feels they can be their authentic self at work, and keeps those values front and centre of its work. Further details on diversity within the business can be found within the Strategic Report on pages 41 and 42. All Directors are subject to election or re-election to the Board by shareholders on an annual basis at the Company’s AGM. The Chair, on behalf of the Board, has confirmed each Director continues to be an effective member of the Board and will stand for re-election at the 2023 AGM. 8 6 Motorpoint Group PLC | Annual Report and Accounts 2023 Activities of the Committee During the year the main activities of the Committee were as follows: • Considered diversity within the SLT and discussed practical ways in which the Board could support the promotion of diversity and inclusion at senior levels Composition of the Board as at 31 March 2023 INED/Executive split Chair INED (excluding the Chair) Executive 1 3 2 Diversity and inclusion The Board recognises the importance of diversity and inclusion in the boardroom and seeks to recruit Directors with varied backgrounds, skills and experience. Appointments are made on merit and against objective criteria, taking account of the skills, experience and expertise of candidates. Committee responsibilities The Committee is responsible for: • Board composition: The Committee considers the balance of skills, diversity, knowledge and experience of the Board and its committees and reviews the Board’s structure, size and composition, including the time commitment required from Non- Executive Directors • Board and executive nominations: The Committee leads on the recruitment and appointment process for Directors and makes recommendations regarding any adjustments to the composition of the Board • Board and executive succession planning: The Committee proposes recommendations to the Board for the continuation in service of each Director and ensures that the Board is well prepared for changes to its composition and that appropriate succession plans are in place The Committee has formal terms of reference which are available on the Company’s website motorpointplc.com. The Financial Conduct Authority (FCA) has introduced new rules and targets which require listed companies to make disclosures in relation to gender and ethnic diversity at Board and executive management level. The targets are that at least 40% of the Board should be women, at least one of the senior Board positions should be a woman, and at least one member of the Board should be from an ethnic minority background. As at 31 March 2023, we comply with the senior Board position target, with the SID role being occupied by a woman, but have not achieved the target of the Board having 40% female representation or a board member from an ethnic minority. The Committee seeks to attract more women and people from an ethnic minority background onto the Board through a combination of targeted succession planning and the promotion of a culture that actively celebrates diversity throughout the Company. The tables below identify the gender identity and ethnic diversity of members of the Board and executive management. Reporting table on sex/gender representation Number of Board members Percentage of the Board Number of senior positions on the Board (CEO, CFO, SID, Chair) Number in Executive Management Percentage of Executive Management Men Women Not specified / prefer not to say 4 2 0 66% 34% 0% 3 1 0 5 1 0 83% 17% 0% Reporting table on ethnicity representation White British (or other White) Mixed / Multiple Ethnic Groups Asian / Asian British Black / African / Caribbean Black British Other ethnic group, including Arab Not specified / prefer not to say Number of Board members Percentage of the Board Number of senior positions on the Board (CEO, CFO, SID, Chair) Number in Executive Management Percentage of Executive Management 6 0 0 0 0 0 0 100% 0% 0% 0% 0% 0% 0% 4 0 0 0 0 0 0 4 0 2 0 0 0 0 66% 0% 34% 0% 0% 0% 0% As part of our commitment to Diversity, Equity and Inclusion we have a number of data collection points throughout the employee experience that allow us to measure how we are doing against our objective of having a truly diverse Motorpoint Group PLC | Annual Report and Accounts 2023 8 7 Financial StatementsStrategic ReportGovernance N O M I N AT I O N C O M M I T T E E R E P O R T C O N T I N U E D workforce and inclusive culture. This starts at the recruitment stage as we have an Applicant Tracking System which allows us to gather data on all applications. We will then also complete a right to work check for all hired employees and can capture data here. Finally, as part of this disclosure we have directly asked each member of the team how they identify within the outlined categories. The Board’s composition and size is kept under review by the Nomination Committee to retain an appropriate balance of skills, experience, diversity and knowledge of the Group. The Board also recognises the importance of diversity and inclusion at senior management level. The Group’s SLT is made up of eight members including the CEO and CFO. Information on initiatives on diversity and inclusion can be found in the People section of the Strategic Report on pages 41 and 42. Board and Committee Effectiveness Review The Board undertakes a formal evaluation of its performance, and that of each Director, on an annual basis. The principal committees of the Board also undertake an annual evaluation of their effectiveness in accordance with their terms of reference. In FY22 the Board identified four key action points arising from its self-evaluation and measured the steps taken throughout the year to achieve them. An update on progress in all four areas can be found in the table below. FY22 Issue/ Recommendation Stakeholder engagement Company secretarial support Quality of Board papers Externally facilitated Board evaluation Action Progress during FY23 Stakeholder engagement will be further enhanced through the development of a structured and suitable programme of events, meetings and / or forums to ensure regular, quality dialogue between the Board and stakeholders. Specific focus will be given to understanding stakeholder views on ESG matters to ensure alignment with the Company’s ESG strategy. The Board will regularly review the list of identified stakeholders to ensure it remains relevant. The Company Secretary has had varying levels of interim company secretarial support through the year. The level of support required will be monitored to ensure good governance practices are consistently followed. The new Chair and Company Secretary to review the information provided in operational reports to ensure that the quality of Board papers addresses the appropriate topics and has sufficient level of detail. A new format will be introduced for all Board papers to clearly identify the purpose, and the ask of Board members in each case. The Board determined that this recommendation had been achieved. The Board has engaged with a variety of stakeholders in FY23, including employees and shareholders, as well as through its work around ESG. The Board determined that this recommendation had been achieved. Company secretarial support has been outsourced, and the FY23 board evaluation demonstrated a significant improvement in the support provided. The Board determined that this recommendation had been achieved. A new format of Board papers was introduced in FY23 and has provided additional detail and context to Board discussions and decision making. External Board evaluation to be sought during FY23. The Board determined that this recommendation had been achieved. The Board commissioned an independent external board evaluation in February 2023, and agreed an action plan to address areas for development and help ensure continued improvement. 8 8 Motorpoint Group PLC | Annual Report and Accounts 2023 In line with its discussions the previous year, in early 2023 the Board commissioned an external evaluation of the Board and its committees by Indigo Independent Governance. As Indigo also provides governance services to Motorpoint, the Board agreed that the review would be carried out by a separate team at Indigo to maintain independence and ensure a truly external view. The evaluation covered a range of matters including the balance of contributions, quality of debate and constructive challenge, senior leadership succession, stakeholder engagement, the effectiveness of agenda planning and the quality and timeliness of meeting papers. The results of the review were circulated to members of the Board and its recommendations were discussed at the February 2023 Board meeting and actions were agreed and adopted at the March 2023 Board meeting. Three specific actions were identified for FY24, as set out in the below table. FY23 Issue/Recommendation Action Employee engagement A programme of on site Board and Strategy sessions to be held to allow the Directors to engage directly with local teams as well as the SLT. Succession planning Diversity, Equity and Inclusion Employee engagement updates to be scheduled at Board meetings. Nominations Committee and Board to be allocated the necessary time and resources to proactively consider succession planning strategies in the context of both the Board and executive leadership, with a focus on developing a pipeline of quality internal candidates. Further develop the Diversity, Equity and Inclusion strategy, and monitor how it is being implemented. Updates to be provided at Board and/or Committee meetings in FY24. Ensure that diversity is factored into the discussion on succession planning for Board and executive roles. The evaluation established that the Board remains satisfied that each Director contributes effectively to the Board and its committees. Election or re-election of Directors In compliance with the 2018 Code, all current Directors will stand for re-election at the forthcoming AGM. The Board has determined that all Directors standing for election or re-election at the AGM continue to be effective, hold recent and relevant experience, and continue to demonstrate commitment to the role. Biographical details of each Director standing for election or re-election will be set out in the Notice of AGM. John Walden Nomination Committee Chair 14 June 2023 Motorpoint Group PLC | Annual Report and Accounts 2023 8 9 Financial StatementsStrategic ReportGovernance E S G C O M M I T T E E R E P O R T ESG Committee Chair’s statement C O M M I T T E E G O V E R N A N C E Committee membership and attendance During the year the Committee comprised: • Adele Cooper (Chair) • Keith Mansfield • Mary McNamara • Mark Carpenter (CEO) • Chris Morgan (CFO) The Committee met twice during the year and attendance is set out in the table on page 81. D E A R S H A R E H O L D E R I am pleased to present the report of the ESG Committee (the ‘Committee’) for FY23. The principal purpose of this report is to look back over the financial year ended 31 March 2023 and describe the Committee’s responsibilities and activities during the year. The Committee, which first met in June 2022, oversees the development and implementation of the Group’s ESG strategy and monitors its performance in relation to ESG matters. “ P ro m i s i n g i n i t i a l p ro g re s s h a s b e e n m a d e by t h e C o m p a ny i n re l a t i o n to ES G, a n d f u r t h e r d eve l o p m e n t i s ex p e c te d a s t h e s t ra te g y c o n t i n u e s to b e ro l l e d o u t a c ro s s t h e b u s i n e s s .” Adele Cooper ESG Committee Chair During its inaugural year, the ESG Committee met twice, where it focused on reviewing and monitoring the Group’s new sustainability and diversity objectives and considered its effectiveness and areas for development following the external Board evaluation. Our measurement of our performance in relation to ESG goals has significantly improved over the last year and promising initial progress has been made. Further development is expected as the strategy continues to be rolled out across the business. Committee composition and membership The Committee currently comprises three independent Non-Executive Directors, the CEO and CFO. Only members of the Committee are entitled to attend the meetings. Key staff, such as the Head of Internal Audit and Risk, and Head of People, may be invited to attend for all or parts of any meeting, as and when appropriate. 9 0 Motorpoint Group PLC | Annual Report and Accounts 2023 • Make proposals to the Remuneration Committee regarding appropriate ESG related performance objectives for Executive Directors. Provide an assessment as to the outcomes of the ESG related performance objectives as at the end of the reporting period I would like to thank my colleagues in the Committee for their valued contributions, as well as extending my thanks to our colleagues within the business who have enthusiastically embraced the Group’s vision and aims in relation to ESG. Adele Cooper ESG Committee Chair 14 June 2023 Role of the Committee The role and responsibilities of the Committee are set out in its terms of reference, which were updated in January 2023 to more clearly clarify responsibilities and are available on the Company’s website motorpointplc.com. The key objectives of the Committee are to: • Assist the Board in overseeing the development and implementation of the Group’s ESG strategy and monitoring its performance in relation to ESG matters • Oversee and support stakeholder engagement on ESG matters including, but not limited to, understanding stakeholder reporting expectations • Review, prior to approval by the Board, the ESG matters to be presented in the Company’s annual report and monitor the integrity of these reports • Oversee and monitor the Group’s progress against any net zero, decarbonisation or other environmental, social or governance strategies Motorpoint Group PLC | Annual Report and Accounts 2023 9 1 Financial StatementsStrategic ReportGovernance R E M U N E R AT I O N C O M M I T T E E R E P O R T Remuneration Committee Chair’s statement C O M M I T T E E G O V E R N A N C E Committee membership and attendance During the year the Committee comprised: • Mary McNamara (Chair) • Adele Cooper • Keith Mansfield The Committee met five times during the year and attendance is set out in the table on page 81. • D E A R S H A R E H O L D E R I am pleased to present the Company’s Directors’ Remuneration Report for the financial year ended 31 March 2023. This report is split into two sections: • the Directors' Remuneration Policy, which describes the new remuneration policy for the next three years and which will be subject to a binding shareholder vote at the 2023 AGM; and the Annual Report on Remuneration, which includes the Chair's statement and sets out in detail how the remuneration policy has been applied in the year to 31 March 2023, as well as how the new policy will be applied in the forthcoming year. This section of the report will be subject to an advisory shareholder vote at the 2023 AGM. “ T h e b u s i n e s s e n c o u n te re d a n u m b e r o f w e l l d o c u m e n te d m a c ro e c o n o m i c h e a d w i n d s d u r i n g F Y2 3 , w h i c h re s u l te d i n s t re tc h i n g f i n a n c i a l t a rg e t s n o t b e i n g m e t . H o w eve r p ro g re s s h a s b e e n m a d e o n n o n -f i n a n c i a l t a rg e t s , i n p a r t i c u l a r t h e m a r ke t s h a re e l e m e n t h a s b e e n a c h i eve d , w h i c h i s a key c o m p o n e n t o f  o u r s t ra te g y.” Mary McNamara Remuneration Committee Chair 9 2 Motorpoint Group PLC | Annual Report and Accounts 2023 Proposed new Remuneration Policy The Remuneration Committee is responsible for setting and applying a remuneration policy which serves to provide appropriate levels of remuneration to the Senior Management Team. The goals of the policy are to provide appropriate reward for strong performance and quality leadership, to ensure the retention of key employees and to allow the Company to attract high quality candidates. The Committee values the views of the Company’s shareholders and considered guidance from shareholder representative groups in reviewing and determining the new policy, alongside the business strategy and market practice. As part of the consultation with respect to the proposed new remuneration policy, the Chair of the Committee reached out to seek the views of our largest shareholders on certain aspects of the policy including pension provision, annual bonus (opportunity and structure) and the level of restricted share awards. Following the consultation and consideration of the feedback received, it was decided that there should be no change to the policy for annual bonus or restricted share awards and so there is only one change to the policy, which is to reduce the CEO’s pension contribution from 10% to 3% of salary, to be aligned with that of the workforce. We are aware that the CEO’s salary and total package in particular still lags the market and will keep the packages for Executive Directors under review during this policy period. The new Directors’ Remuneration Policy can be found on page 94. The table below provides a summary of total remuneration for the Executive Directors for FY23. Performance for FY23 and remuneration outcomes The business encountered a number of well documented macroeconomic headwinds during FY23, which included higher interest rates and inflation, consumer uncertainty which reduced demand, supply chain challenges, a falling used vehicle market and lower gross margins due to Electric Vehicle value falls and lower finance commissions. These have culminated in our financial targets not being met for the FY23 annual bonus. However, some of the non-financial elements of the bonus plan have delivered performance above threshold targets and in particular the market share element has been achieved, which is a key component of our strategy. Overall, a bonus payout of 38.8% of maximum has been achieved. Whilst maintaining a focus on short term financial performance is important and we are disappointed to miss the stretching targets that were set, nonetheless it is appropriate to reward strong progress against the business strategy progress and the Committee is comfortable with this level of bonus payout. The Restricted Shares Award granted to the CEO and other senior management in August 2020 will vest in August 2023. This grant predated the CFO joining the business. We are satisfied that the performance underpin has been achieved over the three year performance period to 31 March 2023. In particular, management has made significant strategic progress in challenging market conditions and has grown market share substantially. Executives have also been aligned to the shareholder experience over the vesting period, with lower values on vesting as a result of the fall in share price. Therefore the Committee has determined that the award should fully vest and, for the CEO, 50% will vest in August 2023, 25% will vest in August 2024 and 25% will vest August 2025. Salary (£’000) Benefits (£’000) Pension (£’000) Bonus RSA Total (£’000) (£’000) (£’000) Mark Carpenter Chris Morgan 360 263 2 2 36 8 140 102 270 197 808 572 in the share price and considered whether a scale back of award level would be appropriate. However, the Committee noted that Executive Directors have shared the downside experience alongside shareholders through the lower value of shareholdings and historic Restricted Share Awards. The Committee therefore considers maintaining the award level will allow the Executive Directors to be appropriately incentivised to deliver long term shareholder value through the successful execution of the strategy. A robust performance underpin will apply, and for FY24 awards an element of the financial underpin will be based on long term ESG performance. We believe that Motorpoint’s approach to remuneration is appropriate, taking into account workforce remuneration outcomes and the wider stakeholder experience. The Committee therefore concluded it would not be necessary to exercise discretion to adjust any of the FY23 incentive outcomes. The Committee is satisfied that the remuneration policy operated as intended for FY23 and that no substantial changes are required for FY24 to the policy and its operation. On behalf of all of my colleagues on the Committee, I hope that you will support the resolution on the new Directors' Remuneration Policy and approve the annual report on Remuneration at this year’s AGM. Mary McNamara Remuneration Committee Chair 14 June 2023 We are proud to be a Real Living Wage ('RLW') employer and this year, to provide additional support to our lowest employees, we have brought forward the increase to the RLW from the recommended date of 1 April 2023 to 1 January 2023. Bonuses have been payable widely across the workforce. Application of the policy for FY24 Salary increases for both Executive and Non-executive Directors will be 3%, with the wider workforce receiving an increase of 5% of salary. The Chief Executive’s pension contribution will reduce from 10% of salary to 3% of salary, effective from the date of the 2023 AGM when the new remuneration policy takes effect. This will ensure that both the CEO and CFO pension contributions are aligned to the rate payable to the majority of the workforce. The annual bonus opportunity will remain at 100% of salary and is based on performance measures aligned to the business strategy. Whilst we still believe that there should be a significant element based on non-financial strategic measures, we have determined that the weighting on financial measures should be increased for FY24. Measures and their weightings for FY24 are as follows: PBT (25%), market share growth (25%), sales attributed to digital leads (20%) customer satisfaction (10%), employee engagement (10%), and in addition, we have introduced an environmental metric based on the reduction of Scope 1 & 2 emissions (10%). Restricted Share Awards will be made over shares equivalent to 75% of salary for both Executive Directors. The Committee recognises the recent weakness Motorpoint Group PLC | Annual Report and Accounts 2023 9 3 Financial StatementsStrategic ReportGovernance R E M U N E R AT I O N P O L I C Y This section of the report details the Remuneration Policy for Executive Directors. The policy set out below will, subject to shareholder approval, become effective from the 2023 AGM on 26 July 2023 and will apply for up to three years from this date. Compliance statement This report has been prepared in accordance with the provisions of the Companies Act 2006 and Schedule 8 of the Large and Medium sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013 (Regulations) and the subsequent amendments in 2018 and 2019. It also meets the requirements of the UK Listing Authority’s Listing Rules and the Disclosure and Transparency Rules. The sections of the Remuneration Report that are subject to audit are marked as Audited Information. The remaining sections of the Remuneration Report are not subject to audit. Decision making process for the determination, review and implementation of the policy The Committee sets the remuneration policy for Executive Directors and other Senior Executives taking into account the Company’s strategic objectives, shareholder expectations, the principles of the UK Corporate Governance Code and the remuneration policy for the wider workforce. The aim of the remuneration policy is to provide an appropriate pay structure for the Executive Directors and senior management, to ensure their retention and to continue to focus them on delivering strong financial performance. To manage any potential conflicts of interest, the Committee ensures that no individual is involved in discussions regarding their own remuneration arrangements. The implementation of the policy is considered each year by the Committee in light of the strategic priorities and the wider stakeholder experience whilst incentive targets are reviewed to check if they remain appropriate or need to be recalibrated. The Committee addresses the following factors when determining the remuneration policy and its implementation, as recommend by the UK Corporate Governance Code: Action Progress during FY23 Clarity – remuneration arrangements should be transparent and promote effective engagement with shareholders and the workforce. • The metrics used in our annual bonus have a direct link to our Company KPIs to ensure performance related remuneration supports and drives our strategy • Restricted Shares ensure senior management are focused on the long term sustainability and interests of the Company and all of its stakeholders • The Remuneration Committee consults with shareholders to explain and clearly set out any proposed changes to the policy and is committed to having an open and constructive dialogue with shareholders Simplicity – remuneration structures should avoid complexity and their rationale and operation should be easy to understand. • Our remuneration structure which consists of annual bonus and Restricted Shares, which are not subject to performance measures, is simple and easy to understand • The bonus is payable in cash. The Restricted Shares are the sole share based plan Risk – remuneration arrangements should ensure reputational and other risks from excessive rewards, and behavioural risks that can arise from target based incentive plans, are identified and mitigated. • The Committee has ensured that risks are identified and mitigated by the presence of: – discretion to override the formulaic outturn of incentives – clawback and malus provisions • Restricted Shares ensure Executives are not encouraged to make short term decisions but to deliver sustainable shareholder returns over the long term • Executives are encouraged to build significant shareholdings Predictability – the range of possible values of rewards to individual Directors and any other limits or discretions should be identified and explained at the time of approving the policy. • The scenario charts on page 99 set out the potential rewards available to the Executive Directors under three different performance scenarios, and in the case of a 50% share price increase in relation to the restricted shares Proportionality – the link between individual awards, the delivery of strategy and the long term performance of the Company should be clear. Outcomes should not reward poor performance. • Variable pay comprises the majority of the Executive Directors’ packages, with the individual limits and pay-out for different levels of performance set out in the policy and the scenario charts on page 99. The performance conditions used for the annual bonus are aligned to strategy and the targets are set to be stretching to reward for delivering above market returns in line with strategy • The Committee retains discretion to override the formulaic outturns of incentives if the payout does not reflect broader Company performance and other factors 9 4 Motorpoint Group PLC | Annual Report and Accounts 2023 Action Progress during FY23 Alignment to culture – incentive schemes should drive behaviours consistent with Company purpose, values and strategy. • The alignment of metrics to the medium and long term strategy ensures behaviours consistent with the Company’s purpose and values are being encouraged • The presence of clawback and malus provisions discourages behaviours that are not consistent with the Company’s purpose, values and strategy • The Committee reviews the wider workforce pay and policies to ensure there is alignment with the Executive Director policy and that remuneration is designed to support the Company’s people centric culture Changes to the Directors’ Remuneration Policy Following a detailed review of the remuneration policy and shareholder engagement, there is only one change proposed to the policy. The pension policy has been updated to reflect that Executive Directors may receive a pension contribution in line with the contribution available to the wider workforce (currently 3% of salary). The CEO’s pension will be aligned to this rate following the 2023 AGM, the date the new policy applies. Directors’ Remuneration Policy A breakdown of all elements of the Executive Remuneration Policy and an explanation of how they operate can be found in the table below: Purpose and link to strategy Operation Performance measurement Maximum opportunity B A S E S A L A R Y To aid the recruitment of Executive Directors of a suitable calibre for the role and to provide a core level of reward to reflect the duties required. B E N E F I T S To provide a market competitive benefits package for the executives to aid recruitment and retention. Base salaries will normally be reviewed annually by the Committee with any increases typically taking effect from 1 April each year. The benefits offered to Executive Directors comprise, but are not limited to, family medical insurance and company car. The Committee may offer an equivalent cash allowance instead if it feels it is more suitable. Other reasonable benefits may be offered as appropriate (including, in exceptional circumstances, relocation and/or disturbance allowances). Executive Directors may also be reimbursed for any reasonable expenses incurred in performing their duties, and any income tax payable thereon. Base salary levels are set at a level to reflect the experience, skills and responsibilities of the individual as well as the scope and scale of their role. Increases to base salary will take into account the performance of the individual and Company and external indicators such as inflation. Not applicable. While there is no maximum salary, increases will normally be in line with the typical level of increase awarded to other employees of the Group. The Committee may award increases above this level to ensure that the salaries appropriately reflect the role, responsibilities, performance and experience of the Directors. There is no maximum limit on the value of the benefits provided but the Committee monitors the total cost of the benefit provision on a regular basis. Motorpoint Group PLC | Annual Report and Accounts 2023 9 5 Financial StatementsStrategic ReportGovernance A pension contribution is payable in line with the pension available to the majority of the workforce, currently 3% of salary. The pension for the CEO will reduce from 10% of salary to 3% of salary from the 2023 AGM. 100% of salary. Normally 75% of salary. However, an individual maximum of 100% of salary may apply in exceptional circumstances. R E M U N E R AT I O N P O L I C Y C O N T I N U E D Operation Performance measurement Maximum opportunity Purpose and link to strategy P E N S I O N To provide market competitive pension arrangements for the executives and to aid recruitment and retention. Not applicable. Executive Directors are eligible for a contribution to the Group personal pension plan, or any other nominated personal pension fund. Where appropriate, Executive Directors may instead receive a cash allowance in lieu of formal pension contributions, or a combination of both. A N N U A L B O N U S To encourage improved financial and operational performance and align the interests of Directors with the short term Company strategy. Bonus payments are subject to the achievement of performance targets normally set over one financial year. Annual bonuses are payable at the sole discretion of the Committee. The Committee has discretion to adjust the formula driven outturn of the annual bonus calculation. All bonus payments are payable in cash and subject to appropriate recovery and withholding arrangements. Performance will normally be based on a mix of financial, operational and / or non-financial measures aligned to the strategic objectives of the business. Financial performance will usually be represented by PBT targets, although the Committee reserves the right to include other measures in support of the Company strategy as it sees fit. Stretching performance targets will be determined taking into account internal and external forecasts. For threshold performance up to 30% of maximum is payable. L O N G T E R M I N C E N T I V E S – R E S T R I C T E D S H A R E S To encourage improved financial and operational performance and align the interests of Directors with the long term Company strategy and the interests of shareholders through share ownership. Awards will normally be granted following the publication of the Company’s annual results each year. Restricted Shares may normally vest no sooner than 50%, 25% and 25% over three, four and five years from grant, subject to service, and subject to an underpinning financial performance condition. Awards are additionally subject to a post vesting holding period during which time vested shares may not be sold (other than for tax) before five years from grant. This holding period will continue post cessation of employment (to the extent that awards do not lapse). The Committee may determine that dividend equivalents will accrue over the vesting/ holding period. Vesting of awards is at the sole discretion of the Committee and the Committee may reduce the level of the award after grant and at vesting, if it considers that it is appropriate to do so. Restricted Shares are subject to recovery and withholding arrangements. In order for Restricted Shares to vest, the Remuneration Committee must be satisfied that business performance is robust and sustainable and that management has strengthened the business. In assessing this performance condition, the Committee will consider financial and non- financial KPIs, including ESG targets, as well as delivery against strategic priorities. To the extent it is not satisfied that this performance condition is met, the Committee may scale back the level of vested awards including to zero. This performance assessment will take place at the end of the third year. 9 6 Motorpoint Group PLC | Annual Report and Accounts 2023 Performance measurement Maximum opportunity Not applicable. In line with statutory limits. Not applicable. Not applicable. Purpose and link to strategy Operation A L L E M P L O Y E E S H A R E P L A N S To align the interests of Directors and other employees with those of the shareholders through share ownership. The Company has adopted employee share plans in which the Executive Directors are eligible to participate on the same terms as all other employees. S H A R E H O L D I N G G U I D E L I N E S To align the interests of Directors with those of the shareholders through share ownership. All Executive Directors are required to build and maintain a shareholding equivalent in value to 200% of their annual base salary. Until this guideline is met, Directors must retain half of any Restricted Shares that vest (after payment of tax and national insurance contributions) together with any shares deferred as part of the bonus (if applicable). Post cessation of employment, Executives will be required to retain the lower of the shareholding requirement (200% of salary) or the actual shares they hold on cessation of employment for a period of two years. Any voluntary purchases of shares by the Executives from the start of the previous policy period will be excluded from this requirement. The Committee has discretion to amend the requirement in certain circumstances as it considers appropriate. Choice of performance measures The Committee retains flexibility as to the choice of performance measures for future annual bonus awards. Measures will be selected as appropriate to reflect the business strategy and to ensure the delivery of sound financial performance. The current performance measures are disclosed in the annual report on remuneration, together with the link to the business strategy. The Committee sets appropriate and stretching targets for the annual bonus in the context of the Company’s business plan, trading environment and strategic plan. Incentive plan operation The Committee will operate the Company’s incentive plans according to their respective rules and consistent with normal market practice, the Listing Rules and HMRC rules where relevant, including flexibility in a number of regards. This includes timing of awards, dealing with leavers and making adjustments to awards following acquisitions, disposals, changes in share capital and other merger and acquisition activity. The Committee also retains the ability to adjust the targets and / or set different measures for the annual bonus plan if events occur which cause it to determine that the conditions are no longer appropriate and the amendment is required so that the conditions achieve their original purpose and are not materially less difficult to satisfy. The Committee may adjust the formula driven outturn of the annual bonus calculation in the event it considers that the outturn does not reflect underlying performance, overall shareholder experience or employee reward outcome. Recovery and withholding provisions may be operated at the discretion of the Committee in respect of awards granted under the annual bonus plan and Restricted Shares in certain circumstances (including where there is a material misstatement or restatement of audited accounts, an error in assessing any applicable performance condition or bonus outcome, or in the event of gross misconduct on the part of the participant, corporate failure, failure of risk management or reputational damage). Any use of the above discretions would, where relevant, be explained in the annual report on remuneration. Motorpoint Group PLC | Annual Report and Accounts 2023 97 Financial StatementsStrategic ReportGovernance R E M U N E R AT I O N P O L I C Y C O N T I N U E D Remuneration Policy for Non-Executive Directors The table below sets out how pay is structured for the Non-Executive Directors ('NEDs'). Purpose and link to strategy Operation Performance measurement Maximum opportunity Not applicable. Current fee levels are set out in the annual report on remuneration. Aggregate fee levels are subject to the maximum limit set out in the Articles of Association. F E E S To ensure a fair reward for services provided to the Company. NEDs receive a fixed base fee in cash or shares for their role on the Board, plus supplementary fees for additional responsibilities such as performing the role of SID, or chairing one of the Board Committees. The Non-Executive Chair receives a fixed fee only, and is not eligible for any additional responsibility fees. Fee levels are reviewed normally on an annual basis, and may be increased taking into account factors such as the time commitment and complexity of the role and market levels in companies of comparable size and complexity and other broadly comparable companies. Each NED will be entitled to be reimbursed for all reasonable expenses incurred by them in the course of their duties to the Company (plus amounts in respect of any tax payable), and has the benefit of indemnity insurance maintained by the Group on their behalf indemnifying them against liabilities they may potentially incur to third parties as a result of his / her office as Director. Where there has been a material increase in time commitment in the year, fees may be temporarily increased to reflect this. S H A R E O W N E R S H I P G U I D E L I N E S To align the interests of Directors with those of shareholders through share ownership. All NEDs are encouraged to build and maintain a shareholding equivalent in value to 100% of their annual fees. Not applicable. Not applicable. Reward scenarios The bar charts in this section detail how the composition of the Executive Directors’ remuneration package varies at different levels of performance. • Threshold includes fixed pay only (i.e. base salary, benefits and pension reducing to 3% of salary from the 2023 AGM for the CEO) • On target includes fixed pay, 60% of maximum bonus and full vesting of Restricted Shares • Maximum includes fixed pay, maximum bonus payout and full vesting of Restricted Shares • Maximum plus the impact of 50% share price appreciation on Restricted Shares Salary levels are effective as at 1 April 2023, and the value for benefits is the cost of providing those benefits in FY23. 9 8 Motorpoint Group PLC | Annual Report and Accounts 2023 No share price growth has been factored into the chart, except where indicated, and all amounts have been rounded to the nearest £1,000. £1,400,000 £1,200,000 £1,000,000 £800,000 £600,000 £400,000 £1,199,000 £1,013,000 £894,000 27% 35% 31% 25% £393,000 36% 31% £200,000 100% 44% 37% 34% £646,000 £754,000 27% £856,000 35% 31% 26% 43% £281,000 100% 36% 32% 37% 33% £0,000 Threshold On target Maximum Maximum with 50% share price appreciation Threshold On target Maximum Maximum with 50% share price appreciation Chief Executive Officer (Mark Carpenter) Chief Financial Officer (Chris Morgan) Fixed Pay Annual Bonus Restricted Shares Approach to recruitment remuneration In determining the remuneration package for a new Executive Director, the Committee takes into account the skills and experience of the individual, the market rate for a candidate of that experience and the importance of securing the individual. New Executive Director hires (including those promoted internally) will be offered packages in line with the policy in place at the time, except as noted below: • If it is considered appropriate to set the salary for a new Executive Director at a level which is below market, his or her salary may be increased in future periods to achieve the desired market positioning by way of a series of phased above inflation increases, subject to his or her continued development in the role. • Any bonus payment for the year of joining will normally be prorated to reflect the proportion of the period worked, and the Committee may set different performance measures and targets, depending on the timing and nature of the appointment. • The ongoing annual bonus and restricted shares opportunities will be in line with the limits set out in the policy table. • The Committee recognises that it may be necessary in some circumstances to provide compensation for amounts forfeited from a previous employer (‘buy out awards’). Any buy out awards would be limited to the value of remuneration forfeited when leaving the former employer and would be structured so as to be, to the extent possible, no more generous in terms of the key terms (e.g. delivery mechanism, time to vesting, expected value and performance conditions) than the incentive it is replacing. Where possible any such payments would be facilitated through the Company’s existing incentive plans, but, if not, the awards may be granted outside of these plans, as permitted under the Listing Rules, which allow for the grant of awards to facilitate the recruitment of an Executive Director. In the case of an internal appointment, any variable pay element awarded in respect of the prior role will be allowed to continue according to its original terms or adjusted as considered appropriate to reflect the new role. • Motorpoint Group PLC | Annual Report and Accounts 2023 9 9 Financial StatementsStrategic ReportGovernance R E M U N E R AT I O N P O L I C Y C O N T I N U E D External directorships Executive Directors are permitted to take on external non-executive directorships at other listed companies, though normally only one other appointment, to bring a further external perspective to the Group and help in the development of key individuals’ experience. In order to avoid any conflicts of interest, all appointments are subject to the approval of the Nomination Committee. Executive Directors are permitted to retain the fees arising from any appointments undertaken. Service contracts and payments for loss of office The terms of Directors’ service contracts and letters of appointments are available for inspection at the Company’s registered office. Director Executive Directors Mark Carpenter Chris Morgan Non-Executive Directors John Walden Mary McNamara Adele Cooper Keith Mansfield Date of contract / letter Date of expiry Notice period by Company or Director 12 May 2016 11 January 2021 N/A N/A 10 January 2022 10 January 2025 14 May 2019 14 May 2025 6 March 2020 6 March 2026 20 May 2020 20 May 2026 9 months 9 months 3 months 3 months 3 months 3 months The remuneration related elements of the current contracts for Executive Directors are as follows: Provisions Treatment Termination payment The Company may (at its discretion) elect to terminate the employment by making a payment in lieu of notice equivalent in value to the base salary which the Executive Director would have received during any unexpired period of notice. Mitigation The payment in lieu of notice will be payable in monthly instalments (subject to mitigation, i.e. reduced on a pound for pound basis if alternative employment / engagement is taken up during the payment period). Annual bonus There is no contractual right to any bonus payment in the event of termination although in certain circumstances the Committee may exercise its discretion to pay a bonus at the normal time for the period of active service and based on performance assessed after the end of the financial year. The holding period in respect of deferred shares, if applicable, will normally be retained. Share awards The default treatment for Restricted Shares under the Performance Share Plan rules is for all unvested awards to lapse in full on cessation. However, if the participant ceases to be an employee or a Director within the Group because of his / her death, injury, disability, retirement, redundancy, their employing company or the business for which they work being sold out of the Group or in other circumstances at the discretion of the Committee, then his / her award will normally vest on the original scheduled vesting date (except in the case of death, where the default position will be for the award to vest on cessation of employment). The default position in this case is that an award will vest subject to: (i) the assessment of the performance underpin over the measurement period; and (ii) the prorating of the award by reference to the period of time served in employment during the normal vesting period. However, the Committee can decide to allow early vesting and / or reduce or eliminate the prorating of an award if it regards it as appropriate to do so in the particular circumstances. Other Outstanding shares or awards under an all employee share plan will vest in accordance with the terms of the plan and HMRC legislation. The Committee may pay any statutory entitlements or settle or compromise claims in connection with a termination of employment, where considered in the best interest of the Company. Outplacement services and reimbursement of legal costs may also be provided. 1 0 0 Motorpoint Group PLC | Annual Report and Accounts 2023 Legacy arrangements In approving this Directors’ Remuneration Policy, authority is given to the Company to honour any commitments entered into with current or former Directors that have been disclosed to and approved by shareholders in previous remuneration reports. Details of any payments to former Directors will be set out in the annual report on remuneration as they arise. Consideration of pay conditions within the wider team When making decisions on executive remuneration, the Committee takes into account pay conditions for the Company as a whole, although it has not, to date, consulted directly with employees on this subject. The Committee will review its approach to engaging with employees on remuneration matters and in particular to explain how the pay for senior executives aligns to the pay practices for the workforce generally. The Group has a strong ‘team culture‘ and accordingly there is consistency in how packages are structured across the whole Senior Management team, with all Executive Directors and Senior Managers participating in the same annual incentive plan. However, there are some differences in the structure of the remuneration policy for the Executive Directors compared with other Senior Managers, which the Committee believes are necessary to reflect the different levels of responsibility. The two main differences are the increased emphasis on variable pay for Executive Directors and a greater focus on long term alignment (through additional holding periods for the long term incentive awards and minimum shareholding guidelines). Within the wider group, all employees receive salary, benefits and pension and are eligible to receive an annual bonus. Periodic reviews against market data are undertaken to ensure an appropriate cascade of remuneration throughout the Group. We are proud to be a Real Living Wage employer and this year, to provide additional support to our lower employees, we have brought forward the increase to the RLW from the recommended date of 1 April 2023 to 1 January 2023. Shareholder Views The Committee values the views of the Company’s shareholders and takes into account guidance from shareholder representative bodies. As part of the Remuneration Policy review, the Committee engaged with the largest shareholders and the proxy advisory bodies to understand their views on the proposed policy. Further details of this engagement are set out in the Annual Statement. Shareholder feedback received in relation to the AGM, as well as any additional feedback received during the year, is considered as part of the Company’s annual review. Motorpoint Group PLC | Annual Report and Accounts 2023 1 0 1 Financial StatementsStrategic ReportGovernance A N N U A L R E P O R T O N R E M U N E R AT I O N This part of the report has been prepared in accordance with Part 4 of The Large and Medium sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013 (as amended in 2018 and 2019) which amended The Large and Medium sized Companies and Groups (Accounts and Reports) Regulations 2008, and 9.8.6R of the Listing Rules. The annual report on remuneration, including the Chair's annual statement, will be put to an advisory shareholder vote at our 2023 AGM. Committee membership and attendance During the year the Committee comprised: Mary McNamara (Chair) Adele Cooper Keith Mansfield The Chair and CEO attend meetings by invitation but are not members of the Committee. The Committee met five times during the year and attendance is set out in the table on page 81. Advice to the Committee The Committee receives information and takes advice from inside and outside the Group. Internal support is provided by the Company Secretary. The CEO and any other Director or employee may be invited to attend Committee meetings by the Chair where relevant. No individual is present when matters relating to his or her own remuneration are discussed. Following a formal review by the Committee during 2020, Korn Ferry was appointed as adviser to the Committee. Korn Ferry is a signatory to the Remuneration Consultants’ Code of Conduct and has confirmed to the Committee that it adheres in all respects to the terms of the Code. Fees paid to Korn Ferry during the year were £38,108 (ex VAT), which reflected the applicable hourly rates agreed with Korn Ferry. The Committee is satisfied, following a discussion involving all the members of the Committee, that the advice it received is objective and independent. Korn Ferry did not provide any other services to the Company during the year. Remuneration in FY23 Directors’ single figure of remuneration (audited) The table below shows the aggregate emoluments earned by the Directors of the Company during FY23 and also sets out the comparative information for FY22. Mark Carpenter Chris Morgan John Walden Mary McNamara Adele Cooper Keith Mansfield Period FY23 FY22 FY23 FY22 FY23 FY224 FY23 FY22 FY23 FY22 FY23 FY22 Salary/fees (£’000) Benefits1 (£’000) Pension (£’000) Total fixed remuneration3 (£’000) RSA2 (£’000) Bonus (£’000) Total variable remuneration (£’000) Total (£’000) 360 350 263 255 200 144 58 53 49 40 52 47 2 2 2 2 0 0 0 0 0 0 0 0 36 35 8 8 0 0 0 0 0 0 0 0 398 387 273 265 200 144 58 53 49 40 52 47 270 262 197 191 0 0 0 0 0 0 0 0 140 329 102 240 0 0 0 0 0 0 0 0 410 591 299 431 0 0 0 0 0 0 0 0 808 978 572 696 200 144 58 53 49 40 52 47 1. Relates to provision of family private medical insurance. 2. The face value on grant of the RSA awards is shown in the table above as there are no performance conditions other than underpins tested on vesting. 3. This also includes the value of the discount offered in relation to the SAYE options granted during the year, which was worth £400. 4. From John Walden’s appointment on 10 January 2022, and includes a one-off fee of £100,000, the net amount of which has invested in Company shares. 1 0 2 Motorpoint Group PLC | Annual Report and Accounts 2023 Details of variable pay earned in the year (audited) Annual bonus Executive Directors were eligible for a maximum annual bonus payment of 100% of salary, subject to PBT, market share growth, customer and employment engagement measures, along with selected strategic objectives. The table below sets out the performance conditions and targets that were set in relation to FY23 and the performance achieved. Weighting Performance required Threshold Targert Stretch Payout of element (% of element weighting) Performance achieved 15% £20.5m £21.5m £23.65m £(0.3)m 0% +ve 80 +0.2% 82 +0.5% +0.44% 84 83.5 17.5% 15.6% 74.7 76.7 78.7 71.0 Budget Budget +10% Budget +20%

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