SSP Group Annual Report 2015

Plain-text annual report

SSP Group plc Annual Report and Accounts 2015 foodtravelexperts.com Strategic report Contents SSP at a glance Strategic report 1 About us 2 Chairman’s statement 3 Chief Executive’s statement 4 Our marketplace 6 Our business model 10 Our strategy 11 Key performance indicators 12 Risk management and principal risks 18 Financial review 22 Sustainability report Corporate governance 26 Board of Directors 28 Corporate governance report 32 Audit Committee report 36 Statement by the Chairman of the Remuneration Committee 37 Annual report on remuneration 44 Directors’ remuneration policy 51 Directors’ report 56 Statement of Directors’ responsibility Financial statements 57 Independent auditor’s report 60 Consolidated income statement 61 Consolidated statement of other comprehensive income 62 Consolidated balance sheet 63 Consolidated statement of changes in equity 64 Consolidated cash flow statement 65 Notes to consolidated financial statements 95 Company balance sheet 96 Notes to the Company financial statements 103 Company information SSP is a leading operator of food and beverage outlets in travel locations across 29 countries in the United Kingdom, Europe, North America, Asia Pacific and the Middle East. We create and operate a broad range of outlets from quick service to fine dining and serve, on average, one million customers each day. As ‘The Food Travel Experts’ we provide a variety of food and drink products to a broad range of customers in the travel environment. We have a deep understanding of our diverse customer base; our insights into food and beverage trends mean we have created an extensive range of brands and concepts that we can run in operationally demanding, high-volume travel locations. We operate more than 300 brands globally through an extensive portfolio of c.2,000 outlets, including coffee shops, sandwich bars, bakeries, casual and fine-dining restaurants, as well as convenience and retail outlets. Our scale 29 countries c.2,000 units c.1,000,000 customers daily c.600 sites c.30,000 employees SSP Group Annual Report and Accounts 2015 Strategic report 1 Revenue £1,832.9m Constant currency increase +4.9% +3.3% +3.7% +4.0% +4.3% £1,721.0m +5.7% £1,737.5m +1.0% £1,827.2m +5.2% £1,827.1m Flat £1,832.9m +0.3% +4.3% (year on year at constant currency) 2011 2012 2013 2014 2015 y c n e r r u c l a u t c A Underlying operating profit† £97.4m Constant currency increase * +21.7% +15.4% +20.8% +17.6% y c n e r r u c l a u t c A £57.0m * 2011 £66.7m +17.0% 2012 £88.5m +12.3% £97.4m +10.1% £78.8m +18.1% 2013 2014 2015 † Underlying operating proﬁt excludes exceptional items and amortisation of acquisition-related intangible assets. * Not provided as not directly comparable following the Group’s transition from UK GAAP to IFRS in 2011. +17.6% (year on year at constant currency) Our brands We have a broad portfolio of international and local proprietary brands tailored specifically to the travel environment, as well as bespoke concepts which we have created in collaboration with clients, brand partners and leading chefs. 2 Strategic report Chairman’s statement A strong performance in 2015 I am pleased to report that the Group performed strongly in 2015. In this, our first full year as a listed company, we capitalised on the positive underlying trends in our markets to deliver growth in revenue of 4.3% and underlying operating profit of 17.6% (both on a constant currency basis), and an increase in earnings per share of 19.4% (on a proforma basis). We continued to invest in the business to deliver sustainable growth in the future, increasing capital expenditure, and strengthening central, regional and local teams to support the implementation of our strategy. At the same time, we further reduced our net debt, as a result of the strongly cash generative nature of our business. We also announced a number of major contract wins in the year, which will extend our presence in the important North American and Asia Pacific markets, and further strengthen and diversify our leading market positions. Dividend Given the Group’s strong performance, and in line with the progressive policy outlined at the time of our IPO, the Board proposes to pay a final dividend of 2.2 pence per share (subject to shareholder approval at the Annual General Meeting on 4 March 2016), making a total dividend for the year of 4.3 pence per share. Sustainability SSP is committed to operating sustainably in its markets, and in our last report we undertook to give more detail on how we do this and how we measure our performance. This is set out on pages 22 to 25. Our initiatives are wide-ranging, and whilst there is further work to be done, I believe we made good progress in 2015. Board composition There have been two changes to the Board during the year. In June, following the sale of the remainder of EQT IV Limited’s shareholding, Per Franzén, EQT’s nominated director, resigned as a non-executive director. In July, we were delighted to welcome Per Utnegaard to the Board as a non-executive director. His significant management experience in a number of senior pan-European and global positions, as well as his substantial knowledge of the international airport sector, will be highly complementary to the balance of skills on our Board. Our employees and stakeholders The Group’s strong performance reflects the dedication of the Group’s employees and their skills, experience and commitment, as well as the relationships we have built with our customers, clients, suppliers, business partners and shareholders. On behalf of the Board, I would like to thank all of them for their continued support over the past year. Outlook I believe that SSP is well positioned to take advantage of the significant opportunities available in its markets, and the Board looks forward to the coming year with optimism. Vagn Sørensen Chairman 25 November 2015 SSP Group Annual Report and Accounts 2015 3 Chief Executive’s statement Overview The Group delivered a good performance in the year, driven by like-for-like sales growth, new contract openings across the world and the continued successful implementation of our programme of operational improvements. We are continuing to invest in the growth and development of the business and to bring exciting new brands and concepts to our clients and customers. We are particularly pleased by the strong performances in North America and Asia Pacific, and the good progress of our strategic initiatives in the UK. Whilst the picture in Continental Europe remains mixed, we are encouraged by the improved operational performance in many of our larger countries. Strong financial results The Group delivered a strong financial performance in 2015, with underlying operating profit increasing by 17.6% (on a constant currency basis) to £97.4m, and with an increase in the operating margin of 50 basis points. Profit growth was driven by the strong revenue growth and also encouraging progress in our wide-ranging programme to optimise gross margins and improve operating efficiency. Total revenue increased by 4.3% on a constant currency basis, comprising like-for-like sales growth of 3.7% and net contract gains of 0.6%. Like-for-like sales grew by around 3% in the first three quarters of the year and by 5.2% in the fourth quarter. The very strong performance in the fourth quarter was as a result of increased air passenger numbers in the UK and Continental Europe over the summer. Net contract gains strengthened in the second half of the year to 1.6%, bringing the full-year growth to 0.6%, with important new openings around the globe, including those at Toronto, Orlando and Nice airports. We delivered strong free cash flow of £54.7m, after investing £80.7m of capital expenditure, which was a £4.7m increase on the prior year. In addition to this, we invested £5.1million in acquiring 32 Heberer bakery outlets in Germany, helping us to strengthen our offer there. Net debt reduced by £51.3m to £319.8m, driven by the strength of the free cash flow and the impact of currency translation. The pipeline of new contracts is encouraging and during the year we won a number of significant new contracts, including those at Shenyang, Tampa, Montreal and Luxembourg airports. We expect these sites to open progressively over the next two to three years. Summary and outlook The Group delivered a strong financial performance in the year, with good like-for-like sales growth, net gains and improvement in operating margin. The new financial year has started in line with our expectations and the pipeline of new contracts is encouraging, although it is always difficult to predict the precise timing of the opening of these new units. Whilst a degree of uncertainty always exists around passenger numbers in the short term, the geographical and sectoral diversity in our business, together with the significant structural growth opportunities and our programme to deliver operational improvements, leave us well placed to continue to deliver both to our customers and our shareholders. Kate Swann Chief Executive Officer 25 November 2015 Strategic report4 Strategic report Our marketplace Our operations are managed on a regional basis, and are primarily focused on the airport and railway station markets. During 2015, 54.0% of our revenues were generated in the air sector and 39.5% in the rail sector. We estimate that our core market (comprising food and beverage sales in airports and railway stations) was valued at approximately £13.8bn in 2013*. The travel food and beverage market is highly fragmented with the top three players (of which we are one) accounting for approximately 29% of the global market (on the basis of this valuation). The air and rail food and beverage markets beneﬁt from a number of long-term structural growth drivers: • the increasing propensity to travel, driven by increasing GDP and disposable incomes; • ongoing trends towards eating out of home and eating on the move; and • investment in travel infrastructure, with increasing focus on the provision of food and beverage oﬀerings in travel hubs to drive additional commercial revenue streams. SSP Group Annual Report and Accounts 2015 Strategic report 5 Air Global air passenger numbers have more than doubled over a 20-year period, reaching 5.5bn by 2012, with an average annual growth rate of 4.7%. Historically, this long-run growth in passenger numbers has been resilient, even in the face of major events that have impacted air travel, such as 9/11 or the SARS virus. Airport Council International (ACI) expects air passenger volumes to double again in the next two decades, with an average annual growth rate of 4.1% expected for the period 2012 to 2031. This growth is underpinned by a number of factors, including: rising disposable incomes (particularly in the developing markets, driven by the emergence of a more aﬄuent middle class); the increasing globalisation of business; investment in airline capacity, in particular by low-cost carriers which have driven prices down and stimulated demand; and investment in airport infrastructure, most notably in developing markets. As a consequence, growth in passenger numbers is forecast over the medium term in all our geographic markets, with annual increases expected to be strongest in the Asia Paciﬁc region (6.7%) and Middle East and Africa (5.5%). However, passenger growth is also anticipated in our major geographies of Europe (3.4%) and North America (2.3%). Furthermore, spend per passenger has been boosted by a number of speciﬁc factors, including the rapid development of the low-cost airlines, which have limited provision of food and beverage for passengers, and the scaling back of on-board catering services by the major ﬂagship carriers. Rail Rail passenger numbers in the European market were estimated to be approximately 10.7bn* in 2013 and have increased at an average annual rate ranging from 1.7% to 3.6% in the decade to 2013 in our key European rail markets (i.e. UK, France, Germany and Sweden). Growth in passenger numbers is forecast to continue in the medium term, rising at between 1.6% and 1.8% in these markets. The key driver of this growth is expected to be further investment in rail infrastructure by European governments, alongside various policies to encourage passengers to switch from road transport to rail in order to reduce road congestion and to address environmental concerns. As a consequence, signiﬁcant expansion of rail track is planned across Europe, including the completion of major high speed rail lines which are expected to increase capacity to 16,000km by 2020 (an additional 5,000km compared with 2011). In addition, investment in new train capacity and the replacement of existing train ﬂeets is planned, which is expected to drive an increase in passenger numbers. Source air: World Bank Development Indicators (WDI), ACI Global Traﬃc Forecast. Source rail: Euromonitor, 2010-2020 CAGR based on EU Energy Trends Report. *Company estimate based on third-party market research commissioned for the SSP IPO (March 2014). The core market includes airports and railway stations around the world but excludes rail in North America. 6 Strategic report Our business model Our business model is focused on meeting the food and beverage needs of our clients and customers in the complex and challenging travel environment. We are able to achieve this through a combination of international scale and local expertise. Our proposition to clients is ‘The Food Travel Experts’ which has helped us achieve our leading market position and retain our clients over the long term. It will also provide a strong platform for proﬁtable growth in the future. This business model is founded on ﬁve key elements: Leading market positions 1 5 Experienced management team Local insight and international scale 2 4 Long-term client relationships Food travel expertise 3 SSP Group Annual Report and Accounts 2015 Strategic report 7 SSP presence 1 2 Leading market positions We have leading positions in some of the most attractive sectors and regions of the travel food and drink market. These sectors have a number of long-term structural growth drivers, such as increasing passenger volumes and rising spend per passenger and are supported by clients increasingly seeking to develop and commercialise their sites. We have outlets in 29 countries around the world; from the UK to Australia. We have experienced and established teams in all of these countries. Local insight and international scale We combine local insight into markets and customers with international scale and expertise. A strong local presence enables us to understand local customers’ tastes and needs, as well as allowing us to maintain close relationships with clients and brand partners. Our international reach enables us to beneﬁt from economies of scale, such as in procurement and corporate functions and systems, as well as being able to share best practice across regions, countries and sites. 8 Strategic report Our business model continued 3 4 5 Food travel expertise We provide a compelling proposition for both clients and customers based on our food travel expertise, which includes a deep understanding of customers’ food and beverage needs, an extensive range of brands and concepts, a track record of innovation, and operational expertise in logistically demanding travel environments. Our reputation for understanding the changing needs of the customer is strong. Long-term client relationships Our principal clients are the owners and operators of airports and railway stations, with airport and railway station locations generating over 90 per cent of our revenues in 2015. Other clients include hospitals, leisure centres and shopping centres. We can demonstrate an ability to win, build and maintain strong, profitable long-term client relationships. We have longstanding relationships with many of our clients, and have maintained high success rates in retaining our contracts. Experienced management team Our senior management team has deep experience, and is supported by high-quality local management. They have substantial expertise within the travel food and beverage market and broader retail industry. SSP Group Annual Report and Accounts 2015 Strategic report 9 10 Strategic report Our strategy Our strategy is focused on creating long-term sustainable value for our shareholders, delivered through ﬁve key levers. We made further progress on each of these levers in the year: unnecessary duplication of products and ingredients in our supply chain. Waste and loss management has been an area of focus this year, and we are now seeing the beneﬁts of our investments in systems and resources to manage these areas more eﬀectively, particularly in the larger countries. In all of these areas we have invested in both central and local resources to drive gross margin more directly. This includes a stronger purchasing team, more recipe development chefs and a new central waste and loss prevention team with regional specialists supporting them. 4. Running an eﬃcient and eﬀective organisation We have made good progress in our multi-year programme to improve operating margin. Labour costs (including central labour) contributed 10 basis points, or 40 basis points on an underlying basis when adjusted for additional costs in 2015 of being a publicly- quoted company. We continue to develop systems to better align labour to sales demand and hence optimise service levels and labour costs. We have begun to develop a more standardised, systematised process to ensure that labour forecasting and scheduling becomes a core competence. In addition to labour scheduling and forecasting we continue to explore other areas where technology can drive greater eﬃciency. For example, we have made good progress installing cash-counting machines and digital point of sale systems. We continue to see many good opportunities for further improvement in this area. We also delivered eﬃciencies in our management of overheads, which contributed a further 20 basis points improvement to operating margin. 5. Optimising investment We continue to invest in further resources and improved capability to support business development and the implementation of best practice across the Group. We have strengthened the business development teams in North America and the Rest of the World and invested in dedicated teams to oversee capital projects and concept design. We have also strengthened our teams dedicated to category management, labour scheduling and the management of waste and loss. We have also recruited new central resource for capital procurement, as well as construction and property directors in our key countries. 1. Driving our like-for-like sales growth We are focused on the food and beverage market in travel locations, which beneﬁts from long term structural growth. We aim to use our retail skills and broad portfolio of brands to drive proﬁtable like-for-like sales, ensuring that we beneﬁt from the positive trends in these markets. We continue to make good progress on rolling out our ‘retailing basics’ programme, which is increasingly gaining traction and supporting growth in like-for-like sales. Our focus in the year has been on category management disciplines, and in particular on range management and menu composition. As part of this programme we have introduced new ranges into a number of our core brands, such as Upper Crust. We continue to carry out work to improve our product merchandising and promotional oﬀer, and have made further progress in testing price elasticity in key categories and sectors. 2. Growing proﬁtable new space In the year, net contract gains were +0.6%, with stronger growth in the second half of the year at 1.6%, as we passed the anniversary of a lost on-board rail contract in the UK. This good performance was driven by new unit openings, including those at Houston and Orlando airports in North America, at Nice and Stavanger airports in Continental Europe, at Stansted Airport in the UK, and in the Rest of the World at Sydney and Hobart airports in Australia. We continue to focus on retaining proﬁtable contracts and our contract renewal rate in 2015 was in line with our plan. We had a strong year in terms of business development, winning important new contracts across the globe, including those at Shenyang Taoxian International Airport in China, Tampa and Montreal airports in North America, and Luxembourg Findel Airport in Continental Europe. We have further strengthened our portfolio of brands and concepts adding new names such as Pret A Manger, James Martin Kitchen, Maison Pradier and Maan Coﬀee. 3. Optimising gross margins We increased gross margin by 50 basis points year-on-year, although this included the beneﬁt of the loss of a major on-board rail contract and the strong air sales in the ﬁnal quarter. Adjusting for these eﬀects, the comparable improvement in gross margin was around 30 basis points. We continue to make progress with our initiatives to maximise the purchasing beneﬁts of our international scale, and we have entered into a number of international supplier deals during the year, for example in crockery, glassware, bakery packaging and sugar sachets. Our programme of range and recipe rationalisation and simpliﬁcation is also progressing well and we continue to eliminate SSP Group Annual Report and Accounts 2015 Strategic report 11 Key performance indicators Revenue (actual currency) £1,832.9m Year-on-year revenue growth (constant currency) 2014: £1,827.1m 4.3% 2014: 4.0% +5.7% +1.0% +5.2% Flat +0.3% 4.9% 3.3% 3.7% 4.0% 4.3% £1,721.0m £1,737.5m £1,827.2m £1,827.1m £1,832.9m 2011 2012 2013 2014 2015 2011 2012 2013 2014 2015 Deﬁnition Revenue represents amounts for catering and retail goods and services sold to customers excluding value added tax and similar items. Comment Total revenue grew by 0.3% to £1,832.9m (at actual exchange rates). The overall impact on revenue of the movement in currencies (primarily the Euro, Norwegian Krone and Swedish Krona) was 4.0%. Deﬁnition Revenue at constant currency eliminates the impact of foreign exchange rates on reported revenue. Constant currency is based on average 2014 exchange rates weighted over the ﬁnancial year by 2014 results. Comment Revenue increased by 4.3% in 2015 on a constant currency basis, comprising like-for-like growth of 3.7% and net contract gains of 0.6%. Like-for-like sales increase 3.7% Underlying operating profit £97.4m 2014: 3.3% 2014: £88.5m 4.8% 2.7% 4.3% 3.3% 3.7% * +17.0% +18.1% +12.3% +10.1% 2011 2012 2013 2014 2015 £66.7m £78.8m £88.5m £97.4m 2012 2013 2014 2015 57.0m 2011 Deﬁnition Like-for-like sales represent revenues generated in an equivalent period in each ﬁnancial year in outlets which have been open for a minimum of 12 months and occupy a similar sales area. Comment Like-for-like sales growth of 3.7% reﬂected strong growth in most regions, notably in the airport business, driven by increasing passenger numbers in most territories. Deﬁnition Underlying operating proﬁt represents revenue less operating costs excluding exceptional items and amortisation of acquisition-related intangible assets. Comment Underlying operating proﬁt increased by 17.6% on a constant currency basis and by 10.1% at actual exchange rates to £97.4m. Underlying operating profit margin 5.3% Underlying operating cash ﬂow £70.9m 2014: £83.3m 2014: 4.8% 3.3% 3.8% 4.3% 4.8% 5.3% * +51.3% -20.0% +24.3% -14.9% £83.8m £67.0m £83.3m £70.9m £55.4m 2011 2012 2013 2014 2015 2011 2012 2013 2014 2015 Deﬁnition Underlying operating proﬁt margin represents underlying operating proﬁt as a percentage of revenue. Comment Underlying operating proﬁt margin increased by 50 basis points to 5.3% reﬂecting strong like-for-like sales growth and further encouraging progress in our programmes to improve operational eﬃciency. Deﬁnition Underlying operating cash ﬂow represents net cash ﬂow from operations after capital expenditure, tax and net cash ﬂow to and from minorities and associates. It excludes exceptional costs. Comment Underlying operating cash ﬂow was £70.9m, a decrease of £12.4m compared to the prior year. However, this was after a higher level of capital investment (+£4.7m) and the £5.1m cost of the acquisition of Heberer bakery outlets in Germany. * Not provided as not directly comparable following the Group’s transition from UK GAAP to IFRS from 2011. 12 Strategic report Risk management and principal risks The management of risks is delegated through the business with a variety of committees responsible for reviewing and managing the procedures. We recognise that they are designed to manage rather than eliminate the risk of failure to achieve business objectives. They can only provide reasonable and not absolute assurance against material errors, losses, fraud or breaches of law and regulations. The Board has established processes that meet the requirements of the UK Corporate Governance Code. These processes include having clear lines of responsibility, documented levels of delegated authority and appropriate operating procedures. The role of management is to implement the Board’s policies on risk and control and provide assurance on compliance with these policies. The Group’s risk management framework Internal Audit • Assurance activities Board The Board has overall responsibility for our system of internal controls and risk management policies and is also responsible for reviewing their effectiveness. Top down • Oversight and leadership of risk management approach • Overall responsibility for risk • Receives regular risk updates and management and internal controls. reports. Audit Committee The Audit Committee reviews procedures that relate to risk management processes and financial controls. The assessment of controls and risk management processes provide a reasonable basis for the Board to make proper judgements on an ongoing basis as to the financial position and prospects of the Group. The Chairman of the Audit Committee reports to the Board on any matters that have arisen from the Audit Committee’s review of the way risk management and internal control processes have been applied. This includes insights from its review of the reports of the internal and external auditors. • Supports the Board by reviewing risk management processes and financial controls. • Receives and reviews detailed risk registers. Risk Committee The Risk Committee operates under the management of the Audit Committee. It is not a Board committee and is made up of executives only. The Committee is chaired by the Chief Financial Officer and comprises the Group General Counsel, the Group Financial Controller, Director of Business Controls, senior representatives from Deloitte, which acts as internal auditor to the Group, and other key colleagues where necessary. • Reviews risk registers periodically. • Takes action, as agreed and documented in the registers. • Meets quarterly. • Identifies new risks for inclusion in the registers. • Reviews operational risks, controls and KPIs on an ongoing basis. Business Controls • Coordinates the risk management process. • Holds meetings with risk owners across the business. • Updates risk registers, assesses risk ratings and documents mitigating controls. Businesses • Local risk registers and risk maps. Bottom up • Identification, assessment, mitigation and escalation of risk 13 Internal controls framework Regional and country management are responsible for implementing internal control and risk management practices within their own businesses and for ensuring compliance with the Group’s policies and procedures. • the Board considers social, environmental and ethical matters in relation to the Group’s business and assesses these when reviewing the risks faced by the Group; further information regarding environmental and ethical matters is available on pages 22 to 25; and During 2015, the Directors reviewed the effectiveness of the Group’s system of controls, risk management and high-level internal control processes. These reviews included an assessment of internal controls, in particular operational and compliance controls and their effectiveness, supported by reports from the internal auditor, as well as the external auditor on matters identified in the course of its statutory audit work. • the Group has established and rolled out a Code of Conduct, a Whistleblowing Policy and an Anti-bribery Policy, all of which are refreshed on an ongoing basis. Training has been provided to the Board and to the senior management covering the obligations and behaviours of the UK listed company, including those on compliance, insider dealing and market abuse. Anti-bribery training for all applicable staff levels has been rolled out. Risk management framework The Group’s risk management framework is designed to ensure that material business risks throughout the business are identified and effectively managed on an ongoing basis. The Board confirms that there is an ongoing process for identifying, evaluating and managing significant risks faced by the Group. This process was in place throughout 2015 and up to the date of approval of this annual report and meets the requirements of the guidance produced by the Financial Reporting Council. The Audit Committee has kept under review the effectiveness of the system of internal control and has reported regularly to the Board. The key features of the risk management process are as follows: • the Group conducts an annual risk assessment and maintains country and regional risk registers. A top down Group risk register is maintained covering risks to the overall Group. Risks are evaluated in respect of their potential impact and likelihood. The regional/country registers, covering the assessment of risk as well as current and future mitigation activities, are discussed by the Executive Committee and key risks are presented to the Risk Committee and the Audit Committee; • the Board discusses and agrees the principal risks that are included in the annual report; and • a risk management action plan is put in place to further enhance the Group’s risk management capability. The Audit Committee supports the Board by regularly reviewing the effectiveness of the Group’s system of internal control. There were no changes to the Group’s internal control over financial reporting that occurred during the year ended 30 September 2015 that have materially affected, or are reasonably likely to materially affect, the Group’s reported financial position. The key elements of the internal control environment in relation to the financial reporting process are as follows: • review of the Group’s strategic plans and objectives by the Board on an annual basis; • a detailed budget is produced annually in accordance with our financial processes and reviewed and approved by the Board. Operational reports are provided to Executive Management on a weekly and monthly basis and performance against the budget is kept under regular review in accordance with the Group’s financial procedures manual. The Chief Executive reports to the Board on performance and key issues as they arise; • the Audit Committee assists the Board in the discharge of its duties regarding the Group’s financial statements, accounting policies and maintenance of proper internal business, operational and financial controls. The Committee provides a direct link between the Board and the internal and external auditors through regular meetings; • the Board has formal procedures in place for approval of client contracts, capital investment and acquisition projects, with clearly designated levels of authority, supported by post investment review processes for selected acquisitions and capital expenditure; • each country is required to submit a Controls Self-Assessment confirmation to verify its compliance with the controls set over core processes. This must be signed off by senior management before being submitted to Group; SSP Group Annual Report and Accounts 2015Strategic report14 Risk management and principal risks continued The following table summarises the principal risks and uncertainties to which the Group is exposed, and the actions taken to mitigate those risks and uncertainties: Risks Mitigating factors Strategic development The Group’s strategy involves expanding its business in developing markets, including Asia Pacific and Eastern Europe & the Middle East. The Group prioritises its investment in new contracts as part of the ongoing review of its global pipeline, and the prioritisation of its capital investment and resources. Client relationships Senior management capability and retention The Group may not be successful in winning new contracts on commercially acceptable terms, or may win new contracts but fail to mobilise and operate them successfully in these territories. The Group’s operations are dependent on the terms of airport and railway station concession agreements and on its ability to retain existing concession contracts and win new contracts either from its existing or new clients. The Group’s clients may turn to alternative operators, cease operations, terminate contracts with the Group or increase pricing pressure on the Group. The Group has strengthened the management team in Asia Pacific, USA and Eastern Europe & Middle East, especially in business development and operations. The Group’s local management structures in all its major geographies allow it to maintain strong relationships with its clients and monitor performance in close partnership with its clients’ management teams. The Group has now established a ‘contact strategy’ with key stakeholders at clients to establish and/or maintain ongoing relationships. The Group also has an annual online and interview-based client survey to ensure that any concerns are being addressed. Furthermore, the Group proactively seeks to invest in, extend and enhance its offers in its key locations, working in conjunction with its clients. The performance of the Group depends on its ability to attract, motivate and retain key employees. The skills developed in our business are highly attractive to other companies, who regularly target them for recruitment. The Group may not have sufficient management capability at a senior level (e.g. country leadership) to execute the planned operational efficiency programmes and support the growth and development of the business. The Group continues to review key roles and succession plans in country and at the centre. The Group carries out an annual talent mapping exercise to identify candidates for future roles. The Group Remuneration Committee monitors the levels of remuneration for senior management and seeks to ensure that they are designed to attract, retain and motivate the key personnel to run the Group effectively. Business environment The Group operates in the travel environment where external factors such as the general economic climate, levels of disposable income, weather, changing demographics and travel patterns could all impact both passenger numbers and consumer spending. There is a risk that the Group is unable to or is poorly placed to respond to these external events. Changing business model Changing client requirements, such as splitting tenders across two or more providers, favouring local brand operators or partnering directly with brand owners, may adversely affect the Group’s business. Brand portfolio The Group’s success is dependent in large part upon its ability to maintain its portfolio of proprietary brands as well as the brands of its franchisors, and the appeal of those brands for clients and customers. The loss of any significant partner brands, the inability to obtain rights to new brands over time or the diminution in the appeal of partner brands or the Group’s proprietary brands could impair the Group’s ability to compete effectively in tender processes and ultimately have a material adverse effect on the Group’s business. The Group monitors the performance of individual business units and markets regularly. The executive management team reviews detailed weekly and monthly information covering a range of KPIs, and monitors progress on key strategic projects. Specific short and medium-term actions are taken to address any trading performance issues which are monitored on an ongoing basis. The Group also conducts extensive customer research to understand current levels of customer satisfaction and gathers feedback on changing consumer requirements. The Group has in place a clear ‘SSP Value Proposition’ that it presents to the client to address this risk. The Group Chief Commercial Officer works closely with the country management teams to enhance and clarify SSP’s proposition to its clients. SSP’s ‘contact strategy’ with key stakeholders of its clients helps to mitigate this risk. The Group carries out extensive customer research into passengers’ needs and continually analyses market trends in order to enhance its brand and concept portfolio on an ongoing basis. The Group has a dedicated brands team to work with its partner brands on a day-to-day basis. Strategic report15 Risks Mitigating factors Intensified competition Competition intensifies as the Group’s competitors become more sophisticated and direct more resources to the preparation of bids and take a more aggressive position on commercial terms when bidding for contracts. This could put pressure on the Group’s profitability and reduce the availability and attractiveness of contracts. Expansion in developing markets The Group operates business directly in a number of developing markets, including Asia Pacific and Eastern Europe & the Middle East. Political, economic and legal systems and conditions in these countries are generally less predictable than in countries with more developed institutional structures, subjecting the Group to additional reputational, legal and compliance risks of doing business in such economies. Implementation of efficiency programmes The change programmes fail to deliver benefits e.g. labour efficiency and improvements in wastage and loss. The Group has clear internal benchmarking and investment appraisal processes to evaluate tender proposals and to ensure that the Group is able to make a competitive offer, as well as meet its investment criteria. The Group has developed high-quality ‘business-to- business‘ marketing collateral to clearly lay out benefits of working with SSP, which it shares with the clients to help them better understand SSP’s proposition from both quantitative and qualitative aspects. The Group has clearly defined authorisation procedures for all contract investment to ensure that it is consistent with the objectives set by the Board, and fully considers and evaluates the risks inherent in expansion into new locations and territories. The Group works with in-house and external advisors to ensure risks of doing business in developing markets are identified and where possible mitigated before entering those markets. Risk of working in developing markets is also discussed by the Group Risk Committee and the Group Audit Committee. The Group has completed detailed evaluation and planning for its major change programmes. Specialist expertise has been recruited into the business where required, both at a Group and a country level. The Group provides central support with regional CEOs and CFOs to facilitate appropriate country actions based on key performance indicators linked to margin management. Group IT also provides support for project management and implementation using agreed standard business processes and controls. The Group continually reviews and updates its business continuity plans for its supply chain, IT disaster recovery and its information security policies and practices to ensure that it meets the changing landscape. Cyber threats Tax strategy The Group becomes exposed to cyber threats e.g. Payment Card Industry Data Security Standards (PCIDSS), information security. Risk that reputation is damaged if customers, clients and/or suppliers believe that SSP is engaged in aggressive or abusive tax avoidance. The Group has a tax management policy that is based on Board guidance to adopt a low-risk tax strategy. The Group also faces other risks that are operational, financial and regulatory in nature. These risks are summarised below: Operational Business interruption The travel environment is vulnerable to acts of terrorism or war, an outbreak of pandemic disease, or a major and extreme weather event or natural disaster which could reduce the number of passengers in travel locations. Supply chain The interruption or loss of supply of core category products from a key supplier to our units may affect our ability to trade, whilst quality of supply issues may also impact the Group’s reputation and its ability to trade. SSP has business continuity plans in place including liaison with authorities and clients in key locations to ensure that contingency plans are in place. The Group also has comprehensive insurance at both global and local levels with leading insurers to cover, among other things, property damage, business interruption, public and product liability, employer’s liability, workers’ compensation, Directors’ and Officers’ liability, motor and other cover as required by local laws and regulations. This cover is reviewed on an annual basis. The Group conducts risk assessments of all of its key suppliers to identify alternatives and develop contingency plans in the event that any of these key suppliers fail. The Group has contractual and other relationships with numerous third parties in support of its business activities. None of these arrangements are individually considered to be essential to the business continuity of the Group, as most of the Group’s purchasing is managed at a local level. SSP Group Annual Report and Accounts 2015Strategic report16 Risk management and principal risks continued Risks Mitigating factors Operational continued Food commodity price inflation A substantial element of the Group’s cost base Technology and infrastructure systems Financial Interest rate risk Currency risk Liquidity and debt covenants comprises food and drink products and raw materials. As such, the profitability of the Group’s contracts will depend on its management of its cost of goods, which also determines its ability to offer competitive pricing to its customers while maintaining sufficient margins. The failure of key operational IT systems could cause interruption to the trading of the business. Advances in technologies or alternative methods of delivery, including advances in vending technology, mobile payments, digital marketing and customer loyalty programmes, could have a negative effect on the Group’s business if the Group is not able to respond adequately to these technological challenges. The Group seeks to manage cost inflation through: pricing reviews; menu management to substitute ingredients in response to any forecast shortages and cost increases; and continuing to drive greater purchasing efficiencies through supplier negotiations, rationalisation and compliance. All IT programmes of any significance are authorised and overseen by the Chief Information Officer and project managed using well-recognised development methodologies and protocols. The Group is exposed to fluctuations in interest rates on its loan balances. Although the functional currency of the Group is Sterling, the Group’s operating cash flows are transacted in a number of different currencies. The Group’s principal currencies of operation are Sterling, the Euro, the US Dollar, the Swedish Krona and the Norwegian Krone. The Group is subject to currency exchange risk including translation risk and economic risk. The Group maintains a balance of fixed and floating rate debt so that the risks associated with increases in interest rates are mitigated through the use of interest rate swaps. The Group’s policy in managing this financial currency risk is to use foreign currency denominated borrowings to ensure that interest costs arise in currencies which reflect the operating cash flows, thereby minimising net cash flows in foreign currencies. The Group needs continuous access to funding in order to meet its trading obligations and to support investments. There is a risk that the Group may be unable to obtain the necessary funds when required or that such funds will only be available on unfavourable terms. The Group has put in place long-term borrowings in various currencies to meet its demand for funds. In addition, the Group has access to a revolving credit facility should such demands arise at short notice. The Group’s treasury department maintains an appropriate level of funds and facilities to meet each year’s planned funding requirement. The Group’s borrowing facilities include a requirement to comply with certain specified covenants in relation to the level of net debt and interest cover. A breach of these covenants could result in the Group’s borrowings becoming repayable immediately. Compliance with the Group’s biannual debt covenant is monitored on a monthly basis based on the management accounts. Sensitivity analysis using various scenarios is applied to forecasts to assess their impact on covenants. Strategic report17 Legal and regulatory Compliance Food safety Labour laws and unions Risks Mitigating factors The laws and regulations governing the Group’s industry have become increasingly complex across a number of jurisdictions and a wide variety of areas, including, among others, food safety, labour, employment, immigration, security and safety, health and safety, competition and antitrust, consumer protection (including data protection), environment, licensing requirements and related compliance. The Group is also required to comply with applicable data protection laws and regulations in many of the jurisdictions in which it operates. As a UK company, the Group is required to comply with the provisions of the UK Bribery Act, as well as the local anti-bribery and anti-corruption laws in the territories in which it operates. The Group has processes in place to ensure compliance with local laws and regulations. Depending on the nature of complexity in a country, the Group may obtain external advice to supplement the in-house legal and compliance team. The Group has a Code of Conduct and Anti-bribery and Anti-corruption Policy in place and anti-bribery training has been rolled out internationally. The Group’s procedures under the policy include regular reporting by the businesses into the Risk Committee. Compliance is monitored by Internal Audit and the Risk Committee on an ongoing basis and all alleged breaches of the Code of Conduct and policy are investigated. The preparation of food and the maintenance of the Group’s supply chain require a base level of hygiene, temperature maintenance and traceability, and expose the Group to possible food safety liability claims and issues, such as the risk of food poisoning. The Group has food safety controls and procedures in place that are embedded in the Group’s operations. These are monitored by country management teams on a regular basis and appropriate action is taken if any issues are identified. Approximately 35% of the Group’s employees are subject to collective bargaining agreements, principally in France, Germany, Spain, Denmark, Finland, Norway, Sweden and the United States. The Group is also subject to minimum wage requirements and mandatory health care subsidisation in some of the jurisdictions in which it operates, notably North America, the United Kingdom and China. Training sessions are also held in country to ensure compliance with these procedures. The Group works proactively as union contracts and collective bargaining agreements expire or are re-negotiated from time to time to put in place measures to minimise the risk of less favourable terms to the Group. Viability statement In accordance with provision C.2.2 of the UK Corporate Governance Code, published by the Financial Reporting Council in September 2014 (the ‘Code’), the Directors have assessed the prospects and the longer-term viability of the Group. The Directors’ assessment has been made with reference to the Group’s current position and prospects, the Group’s strategy, the Board’s risk appetite and the Group’s principal risks and how these are managed, as detailed in the Strategic report. In particular, the Directors have carried out a robust assessment of the Group’s principal risks and those that would threaten the Group’s business model, future performance, solvency and liquidity. The Directors have determined that three years is an appropriate period over which to provide its viability statement, as this is consistent with the Group’s Medium Term Plan, which was approved by the Board in July 2015. The Medium Term Plan, which reflects the strategy and associated principal risks of the various business units across the Group, is underpinned by a detailed financial model which is based on a variety of assumptions about the key drivers of revenue, profit, capital expenditure and cash flow. The plan is stress tested to provide the Board with assurance as to the Group’s viability under a number of scenarios, for example in the event of a severe downturn in trading. These stress tests include one that uses as its reference point the 2008/09 financial crisis, when global economic conditions adversely impacted both passenger volumes and the spending habits of customers, leading to a rapid and unprecedented drop in like-for-like sales, and one that envisages an external event that has a significant impact on the travel sector for a number of months. The Medium Term Plan review is supported by regular Board briefings provided by the business unit heads, which consider both the market opportunity and the associated risks and mitigating factors. These risks are also reviewed as part of the Board’s annual risk assessment process. Based on this assessment, the Directors have a reasonable expectation that the Group will be able to continue in operation and meet its liabilities as they fall due over the three-year period to September 2018. Going concern In addition, based on the detailed cash flow projections discussed above, as well as the stress-tested scenarios considered, the Directors are confident that the Group will be able to operate within its banking covenants and has sufficient liquidity levels for the next 12 months from the date of this report. Accordingly, the Directors believe it is appropriate to prepare the Annual Report and Accounts on a going concern basis. See page 54 for further detail. SSP Group Annual Report and Accounts 2015Strategic report18 Financial review “We’ve delivered a good set of results in our first full year post IPO. Our cash generation has been healthy, and we’ve continued to strengthen our balance sheet.” Jonathan Davies, Chief Financial Officer Group performance Revenue Underlying operating profit Underlying operating margin 2015 £m 1,832.9 97.4 5.3% 2014 £m 1,827.1 88.5 4.8% Reported 0.3% 10.1% +0.5% Change constant currency 4.3% 17.6% LFL 3.7% Revenue Full-year revenue increased by 4.3% on a constant currency basis, comprising like-for-like sales growth of 3.7% and net contract gains of 0.6%. At actual exchange rates, total revenue grew by 0.3%, to £1,832.9m. Like-for-like sales growth of 3.7% reflects the growth in passenger travel and the positive impact of rolling out our strategic initiatives. Net gains for the year contributed 0.6% to revenue growth, with stronger growth in the second half of the year of 1.6% as we passed the anniversary of the lost on-board rail contract in the UK. Trading results from outside the UK are converted into sterling at the average exchange rates for the year. The overall impact on revenue of the movement of foreign currencies (principally the Euro, US Dollar, Swedish Krona and Norwegian Krone) in 2015 compared to the 2014 average was -4.0%. Underlying operating profit Underlying operating profit increased by 17.6% on a constant currency basis, and by 10.1% at actual exchange rates to £97.4m. The underlying operating profit margin improved by 50 basis points to 5.3%, reflecting good like-for-like sales growth and further encouraging progress on our programmes to improve operational efficiency. A reconciliation of underlying operating profit to profit/ (loss) before and after tax is provided in note 3 to the financial statements. Gross margin increased by 50 basis points year-on-year, or approximately 30 basis points on a comparable basis, after adjusting for the impact of the lost on board rail contract and the benefit of the stronger air sales in the fourth quarter. This improvement in gross margin offset an increase in concession fees, which rose by 50 basis points, or approximately 30 basis points on a comparable basis (again, after adjusting for the two items referred to above). Labour costs improved by 10 basis points in the year, or 40 basis points excluding the impact of the additional costs of being a listed company (mainly share-based payment schemes), and overheads reduced by 20 basis points. Operating profit Operating profit was £92.2m, reflecting an adjustment for the amortisation of acquisition-related intangible assets of £5.2m (2014: £5.3m) , all of which relate to the acquisition of the SSP business in 2006. Operating profit in 2014 of £40.0m also reflected adjustments for exceptional redundancy and restructuring costs of £9.5m and costs in respect of the Initial Public Offering (IPO) of £33.7m in aggregate; there were no such exceptional costs in 2015. Strategic report19 Regional performance UK Revenue Underlying operating profit Underlying operating margin 2015 £m 727.2 52.7 7.2% 2014 £m 720.5 40.0 5.6% Reported 0.9% 31.8% +1.6% Change constant currency 1.4% 32.2% LFL 3.7% Revenue increased by 1.4% on a constant currency basis, comprising like-for-like growth of 3.7% and net contract losses of 2.3%. offset by some important new openings, for example at Stansted Airport. Like-for-like growth was strong in the air sector, driven by continued growth in UK airport passenger numbers, with particularly strong passenger growth in the fourth quarter, and the successful ongoing roll out of strategic initiatives. Net contract losses were primarily a consequence of the previously reported loss of a rail on-board catering contract part-way through 2014 and the closures of outlets at some of the major London stations, which are being redeveloped. These impacts were partially Underlying operating profit for the UK increased by 32.2% at constant currency to £52.7m and the operating margin increased by 160 basis points to 7.2%. Profit growth was helped by a £5.9m fall in depreciation, mainly arising from the retirement of fixed assets relating to earlier periods. Excluding the impact of lower depreciation, this strong performance was driven by the like-for-like sales growth and the continued roll-out of our operating efficiency initiatives, of which the UK continues to be a major beneficiary. Continental Europe Revenue Underlying operating profit Underlying operating margin Revenue increased by 3.3% on a constant currency basis, comprising like-for-like growth of 1.6% and net contract gains of 1.7%. Like-for-like sales were driven by good growth in the air sector, notably in the Nordic countries and in Spain, and ongoing progress in the roll-out of our retail initiatives in a number of the major countries. The trading environment in the rail businesses in France and Germany remains challenging, with consumer spending weak. Net contract gains were up 1.7%, reflecting some important new contracts, including at Nice Côte d’Azur International Airport in France and Stavanger and Haugesund airports in Norway. We have also renewed and expanded our contract at Charles de North America Revenue Underlying operating profit Underlying operating margin 2015 £m 749.7 53.5 7.1% 2014 £m 803.5 57.4 7.1% Reported (6.7%) (6.8%) Flat Change constant currency 3.3% 5.0% LFL 1.6% Gaulle Airport in Paris, which from February 2016 will operate under a 50/50 joint venture with our client, Aéroports de Paris. In addition to contract wins, in September we acquired 32 Heberer bakery outlets in travel locations in Germany. Underlying operating profit increased by 5.0% on a constant currency basis to £53.5m. Growth was driven by like-for-like sales in the air sector and improvements in the operating performance. The underlying operating margin was unchanged at 7.1%, benefiting from the good progress on our operating efficiency initiatives, which helped to mitigate the impact of the weak like- for-like rail sales in both France and Germany. 2015 £m 201.6 3.5 1.7% 2014 £m 168.0 (0.1) (0.1%) Reported 20.1% n/a +1.8% Change constant currency 14.3% n/a LFL 7.8% Revenue increased by 14.3% on a constant currency basis, comprising like-for-like growth of 7.8% and net contract gains of 6.5%. Like-for-like sales were driven by strong growth in airport passenger numbers and were helped by the transfer of additional Delta passengers into Terminal 4 at New York’s JFK International Airport and a good contribution from the major new contracts opened in 2014, most notably, at Phoenix Sky Harbor International Airport. Net contract gains reflected the full-year impact of new openings in 2014, including outlets at Phoenix, JFK, San Diego and Sacramento airports, and from the new openings at Toronto, Houston and Orlando airports during 2015. The pipeline of new business continues to be healthy, with a number of new contract wins announced during the year, including those at Tampa, Montreal and Boston airports. Underlying operating profit was £3.5m, compared with a loss of £0.1m in 2014, and underlying operating margin improved to 1.7%, driven by strong like-for-like growth and good progress on a number of productivity initiatives. SSP Group Annual Report and Accounts 2015Strategic report 20 Strategic report Financial review continued Rest of the world Revenue Underlying operating profit Underlying operating margin 2015 £m 154.4 14.6 9.5% 2014 £m 135.1 12.7 9.4% Reported 14.3% 15.0% 0.1% Change constant currency 13.0% 13.7% LFL 11.1% Revenue increased by 13.0% on a constant currency basis, comprising like-for-like growth of 11.1% and net contract gains of 1.9%. Net contract gains were stronger in the second half (+3.2%), principally due to the new openings in Australia, at Sydney and Hobart airports. Like-for-like sales reflected very strong passenger growth across most of the region throughout the year, albeit we saw a slight softening in the rate of passenger growth in China in the second half. Underlying operating profit increased by 13.7%, on a constant currency basis, driven by the strong sales growth. The underlying operating margin increased by 10 basis points to 9.5%, reflecting the strong like-for-like sales, but offset by the impact of the pre- opening costs of the new contracts. Share of profit from associates The Group’s share of profit from associates increased by £0.1m to £1.6m, reflecting increased profits in airport business joint ventures, net of reduced profit in train on-board joint ventures due to the full- year impact of the disposal of the Group’s minority shareholding in Momentum Services Ltd. Net finance costs Underlying net finance costs of £17.0m reduced by £11.2m compared to the prior year, principally due to lower average levels of net debt. This primarily reflected the significant repayment of borrowings following the IPO in July 2014. In July, we completed an ‘amend and extend’ of our existing debt facilities, securing a 12-month extension of the term and a slight reduction in the margin paid . Taxation The Group’s tax charge for the year was £16.5m (2014: £14.3m), equivalent to an effective tax rate of 21.5% on the reported profit before tax. The tax charge benefited from the recognition of certain deferred tax assets, made possible because of improving profitability. Non-controlling interests The non-controlling interests’ share of after tax profits increased by £2.8m to £6.9m. This increase primarily reflected the growth and improved profitability of our North America business, where our business partners will often have a minority interest in individual contracts, and the very strong profit growth in some of our joint ventures in the Middle East and Asia. Earnings per share Underlying earnings per share, which excludes the impact of exceptional items and the amortisation of intangible assets arising on the acquisition in 2006 of the SSP business, was 12.3 pence per share. This is lower than the 13.3 pence per share reported in 2014, although the two are not comparable due to a significant increase in the number of shares in issue following the IPO in July 2014. Underlying earnings per share increased by 19.4% on a proforma basis (calculated as if post-IPO financing had been in place throughout the year and using the post-IPO number of shares in issue). Reported earnings per share was 11.2 pence per share (2014: a loss of 10.7 pence per share). Dividends The Directors are proposing a final dividend of 2.2 pence per share (2014: £nil), which is subject to shareholder approval at the Annual General Meeting. If approved, this will result in a total dividend per share for the year of 4.3 pence, consistent with the Board’s intentions as stated in the IPO prospectus for an initial payout ratio of approximately 30 to 40% of annual underlying profit. The final dividend will be paid, subject to shareholder approval, on 16 March 2016 to shareholders on the register on 19 February 2016. The ex-dividend date will be 18 February 2016. Cash flow Underlying operating profit Depreciation and amortisation Working capital Capital expenditure Net tax Net cash flow to minorities/associates Acquisition of business Share-based payments Underlying operating cash flow Net finance costs Free cash flow Exceptional costs Dividend paid Other Net cash flow 21 2014 £m 88.5 75.7 12.7 (76.0) (15.7) (2.4) _ 0.5 83.3 (25.1) 58.2 (6.7) _ - 51.5 2015 £m 97.4 72.9 5.3 (80.7) (17.3) (5.5) (5.1) 3.8 70.8 (16.1) 54.7 (12.0) (10.0) (1.0) 31.7 The Group delivered free cash flow of £54.7m (2014: £58.2m), driven by the growth in operating profit, and after increased investment in the business. Working capital improved by £5.3m during the year. This was after the reversal of a number of large payments (c £7m) at the end of the 2014 financial year, which fell into the 2015 financial year. These had contributed to the exceptional working capital performance in 2014, when we generated £12.7m of cash. Capital expenditure increased by £4.7m to £80.7m, reflecting the larger new opening programme in 2015. Spend on acquisitions in the year was £5.1m, representing the acquisition of 32 Heberer bakery outlets in the travel channel in Germany. Cash dividends to minorities, net of dividends received from associates, increased to £5.5m (2014: £2.4m) primarily reflecting growth in the North America business, carried out by partly owned subsidiaries, while taxes paid increased by £1.6m to £17.3m. Net finance costs paid of £16.1m were substantially lower than in 2014, mainly as a result of lower average net debt as a result of the refinancing associated with the Group’s IPO in July 2014. Exceptional costs of £12.0m reflected amounts accrued in 2014, but paid in this year, principally in respect of the IPO. The dividend paid of £10.0m reflected the cost of the 2015 interim dividend of 2.1p per share. No dividend was paid in the 2014 financial year. Overall, the Group generated net cash flow of £31.7m during the year. Balance sheet and net debt The Group’s balance sheet strengthened in the year, with year-end net debt reducing to £319.8m (2014: £371.1m) and net assets increasing to £291.7m (2014: £250.4m). Opening net debt (1 October 2014) Net cash flow Impact of foreign exchange rates Other Closing net debt (30 September 2015) £m (371.1) 31.7 20.3 (0.7) (319.8) The reduction in net debt of £51.3m was driven by the net cash flow generation of £31.7m and a benefit from movements in foreign currencies against Sterling compared to 2014, principally the effect of the strengthening of Sterling against the Euro and the Swedish Krona and Norwegian Krone. Leverage reduced during the year, leaving net debt: EBITDA at the year-end at 1.9x, compared with 2.3x at the end of the prior year. We have delivered a strong financial performance in our first full year post IPO, with good sales and margin growth. We have generated healthy cash flow and continued to strengthen our balance sheet, providing capacity for future growth. Jonathan Davies Chief Financial Officer 25 November 2015 SSP Group Annual Report and Accounts 2015Strategic report22 Strategic report Sustainability report We believe that a commitment to sustainability makes good business sense. We aim to responsibly manage those environmental and social issues which have been identiﬁed as material to our business, and to do this in a way which also supports the Group’s overall commercial strategy. SSP Group Annual Report and Accounts 2015 Strategic report 23 Accountability for sustainability is integrated into our management structures, with a named member of the Executive Committee responsible for each of the four elements of our programme; Marketplace, People, Environment and Community. The Group Board regularly reviews progress on the implementation of our strategy. This report provides a summary of our sustainability activity. More detail, together with relevant policies, is available at www.foodtravelexperts.com. Marketplace We are committed to providing quality products and services to our customers, and to ensuring the safety and sustainability of those products, and of the supply chain behind them. Our customers Customer focus is one of our core business values and we expect our employees to understand our customers’ needs, making their satisfaction our priority. Our global digital platform ‘Eat on the Move’ allows customers to tell us their thoughts via smart phones or other devices to help us understand where we’re doing well and how we can improve. As a leading food and beverage provider, we have a responsibility to oﬀer our customers choice and include healthier options within our product range. We focus our work on SSP’s own brands, where we have control over product ranges and customer messaging. During the year, we have been working closely with the Queen Elizabeth University Hospital Glasgow to develop a product range which is low in salt, sugar and fat and meets the UK NHS healthy eating guidelines. Sustainable and ethical sourcing We are committed to ensuring that the products we sell are from sustainably managed sources and that the people producing these goods are fairly treated. We have formalised our responsible sourcing policy, which outlines the approach we expect our purchasing and menu development teams across the world to take. We are committed to maintaining high standards of animal welfare and endorse the ‘Five Freedoms’ concept proposed by the Farm Animal Welfare Council. Our Rail Gourmet business holds a Good Egg Award from Compassion in World Farming in recognition of its commitment to only source cage-free eggs. During the year, we have also reviewed all of our ﬁsh purchasing to ensure that we remove any ﬁsh that is on the Marine Conservation Society’s Fish to Avoid List. We are dedicated to buying coﬀees and teas which are certiﬁed as having been produced in accordance with ethical and sustainable standards, for example, under the Fairtrade or Rainforest Alliance certiﬁcation schemes. We are making good progress towards this objective, with around 90% of coﬀee and tea sold in proprietary brands now from Fairtrade or Rainforest Alliance sources. 24 Strategic report Sustainability report continued As a global business we purchase a wide range of products from a large supply base, spread across many countries, however we also recognise the importance of supporting local producers, especially for fresh produce and meat. In the UK, our Rail Gourmet business has developed relationships with a network of small companies along train routes where it operates, bringing great quality food and beverages to customers, while also helping to promote and support these regional businesses. Our Code of Conduct, which is aligned to the Ethical Trading Initiative’s Base Code, outlines the standards we expect our suppliers to work towards. In line with the requirements of the 2015 Modern Slavery Act, we are developing our systems to monitor and manage any modern slavery risks within our supply chain. People Our employees are core to our business success and we invest in our people to enable them to reach their full potential, as well as providing a positive, non-discriminatory and safe working environment. Employee engagement and recognition It is important to us that our employees are fully engaged with the business strategy and objectives. We achieve this through regular employee brieﬁngs and through updates via our enterprise social network, SSP Connections. In the UK, staﬀ can provide feedback to us via the Your Shout forum and our recognition platform Celebrate!, which allows employees to send an e-badge to a colleague to recognise great behaviour and performance. Learning and development Our bespoke learning and development programmes have been tailored to meet the needs of the individual, their team and the operating business. The SSP Academy, our online learning system, oﬀers more than 6,000 training programmes and has more than 10,000 active users across the Group. Some of our training programmes for Unit Managers and above are aligned to universities, giving our employees the opportunity to achieve an externally-recognised qualiﬁcation at the end of their training. Our apprenticeship programmes operate in our UK and German businesses. In the past year, we have seen more than 300 apprentices complete their qualiﬁcations in the UK. We now plan to launch a chef apprenticeship programme, responding to the current national skills shortage in the UK and creating a pipeline for qualiﬁed chefs for the business. As part of our recruitment strategy, we work with community groups to bring young people from disadvantaged communities into the workplace, providing them with pre-employment training, work experience and permanent jobs. In the UK, we work with organisations such as The Prince’s Trust and the King’s Cross Partnership and we run similar programmes that operate across the Group. For example, in China we are working with the China Development Research Foundation to give work experience to young people from rural areas and, in France, we work in partnership with Ecole de La Deuxième Chance to support people returning to work. Equal opportunities and diversity We have a comprehensive Equality and Diversity Policy, which outlines our expectation that all our employees should be treated with respect and work in an environment in which all employees can realise their potential, free of harassment and discrimination in any form. We provide training and guidance to all employees to ensure their understanding and compliance with this policy. In addition, we also seek to support minority groups within our business, for example, through SSP America’s programme to increase internal promotions from minority groups through mentoring and apprenticeships and by creating employee support networks. Disabled persons Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staﬀ becoming disabled, SSP Group Annual Report and Accounts 2015 SSP Group Annual Report and Accounts 2015 Strategic report Strategic report 25 every eﬀort is made to ensure that their employment with the Group continues and that appropriate training is arranged. It is the policy of the Group that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees. Employees by gender Board of Directors Senior management All employees Male 86% (6) Female 14% (1) 77% (64) 23% (21) 47% (13,618) 53% (15,644) Health and safety We are committed to maintaining high standards of health and safety for our employees and our customers at all times. All employees complete regular training on health and safety, and we monitor performance against key safety performance indicators. Environment We are reducing the environmental impacts of our operations, recognising that greater environmental eﬃciency can also make good business sense. In the majority of our locations, we do not purchase utilities or services ourselves, so we continue to work with our clients to improve the quality of environmental impact data and look for ways to improve. Global greenhouse gas emissions data 2014/15 2013/14 Tonnes of CO2e Percentage of carbon footprint Tonnes of CO2e 6,572 8% 11,026 76,069 92% 62,052 Scope 1 emissions Combustion of fuel and operation of facilities Scope 2 emissions Electricity, heat, steam and cooling purchased for own use Total 82,641 100% 73,078 Intensity measurement Total emissions reported above normalised per £ of turnover 45.09 grams/£ 40.0 grams/£ Scope and methodology We have reported on all of the emission sources required under the Companies Act 2006 (strategic report and Directors’ report) Regulations 2013. These sources fall within our consolidated ﬁnancial statements. This data covers the continuing activities undertaken by our retailing operations worldwide. The methodology applied to data gathering and analysis is consistent with the Greenhouse Gas Protocol Corporate Accounting and Reporting Standard for Scope 1 and Scope 2 emissions and the DEFRA Environmental Reporting Guidelines, including mandatory greenhouse gas emissions reporting guidance. A full documentation of the methodology used, including collection of data from worldwide operations, exclusions of any non-material emission sources, emission factors used and assumptions made is available upon request. Reducing our carbon footprint The largest contributor to our carbon footprint is the electricity and gas used to light and power our outlets and we have been working hard to establish systems to collate consumption data centrally and share good practice on energy eﬃciency across our global business. Our LED lighting replacement programmes in the UK, Europe and the Rest of the World, are delivering savings in both emissions and operating cost. In the UK, we have trialled the use of smart meters, enabling us to closely monitor energy usage and identify any spikes quickly. We have also been testing more energy-eﬃcient refrigeration systems. We regularly look for opportunities to reduce the transport miles associated with delivering our products. Our business in the United Arab Emirates sources organic produce from local farmers, supporting regional suppliers and also reducing CO2 emissions from transport. In the year ahead, we plan to review our fresh produce sourcing to increase the use of seasonal produce, helping to reduce airfreight and, in many cases, costs. Reducing our waste to landﬁll Reducing waste is a priority for our business. Across our global operations, we have systems in place to recycle packaging and waste cooking oil. In our Hong Kong business, for example, more than 700 litres of waste cooking oil has been converted into biodiesel. We have been conducting a number of trials to look at ways to reduce food waste. SSP America’s WasteTrax project is targeting waste reductions in various ways, including closer monitoring of waste volumes, reducing waste during food preparation and better segregation and recycling/donation of waste and unsold food. This is a complex area but we are working hard to ﬁnd an approach that will enable us to make signiﬁcant reductions in the amount of food that is thrown away. Community As a leading food service provider, it is appropriate that our community investment should focus on projects promoting healthy eating. We are working in partnership with the Children’s Food Trust, a UK registered charity, that aims to improve the food our children eat. SSP is funding a pilot to establish Let’s Get Cooking Clubs in 10 further education colleges in the Greater London area. 16-18 year olds in each college attend four sessions, to learn how to cook simple and healthy meals, how to budget for food, and how to use up leftovers and avoid waste. In the UK, our employees and customers have been raising funds for Cancer Research and we have seen almost £500,000 raised for the charity over the past two years. Going forward, the SSP Foundation (registered charity no. 1163717) will be the focus for our fundraising activity. The Foundation will work with partner charities on projects to promote healthy eating; and support employee-nominated charities in the communities where SSP operates. Our hope is that the Foundation’s grants will support a wide range of relevant good causes in our local communities across the UK. Approved by the Board and signed on its behalf by: Kate Swann Chief Executive Oﬃcer 25 November 2015 26 Board of Directors Vagn Sørensen Chairman Kate Swann Chief Executive Officer Jonathan Davies Chief Financial Officer Jonathan has been the Chief Financial Officer of SSP since its formation within Compass Group in 2004. Board Committees: None Previous experience: Jonathan began his career in the food industry with Unilever plc, before joining OC&C, the strategic management consultancy, in 1987. Over the following eight years he was part of its rapid growth and development from a start-up to becoming a leading international consulting firm. In 1995 Jonathan joined Safeway plc, where he was responsible for strategy and planning, before becoming Finance Director on the Executive Board between 1999 and 2004. He has a degree in Chemistry from Oxford University and an MBA from INSEAD Business School, France. Vagn joined the SSP Board as Chairman in June 2006. Kate joined SSP as Chief Executive Officer in September 2013. Board Committees: Member: Nomination Committee Board Committees: None Previous experience: Vagn was the President and Chief Executive Officer of Austrian Airlines Group from 2001 to 2006 and held various senior commercial positions and served as Deputy Chief Executive Officer with SAS Scandinavian Airlines System. He has served as the Chairman of the Association of European Airlines and as a member of the Board of Governors of the International Air Transport Association. Current external appointments: Vagn is a Senior Industrial and Investment Advisor to EQT Partners. He is Chairman of Scandic Hotels AB, Automic Software GmbH and a board member of Air Canada, Royal Caribbean Cruises Limited, Lufthansa Cargo AG, Braganza AS, F L Smidth & Co A/S, Nordic Aviation Capital A/S, TDC A/S, TIA Technology A/S, DFDS A/S and Bureau van Dijk BV. In addition, Vagn is a consultant Senior Advisor to Morgan Stanley in the Nordic region. He has a M.Sc. in Economics and Business Administration from Aarhus Business School in Denmark. Previous experience: Kate began her retail career with Tesco plc before working with some of the UK’s best-known companies, including Homepride Foods, Coca-Cola Schweppes and Dixons Retail plc. She then joined Homebase (part of the Home Retail Group), ultimately in the role of Managing Director, and in 2000 was made Managing Director of Argos. Kate joined WH Smith plc as Chief Executive Officer in 2003. In 2012 she received both The Daily Telegraph award for Business Leader of the Decade at the National Business Awards and the Institute for Turnaround Chairman’s Special Award for exceptional and extraordinary performance in the transformation of WH Smith. Current external appointments: Kate has been a Non-Executive Director at Babcock International Group plc since 2011. Kate graduated from the University of Bradford in 1986 with a BSc in Business Management and received an honorary doctorate from the university in 2007 where she is now Chancellor. She is also a member of the advisory Board to the Selfridges Group. Corporate governance 27 John Barton Senior Independent Non- Executive Director Ian Dyson Independent Non-Executive Director Per Utnegaard Independent Non-Executive Director Denis Hennequin Independent Non-Executive Director John joined SSP as an independent Non-Executive Director in April 2014. Ian joined SSP as an independent Non-Executive Director in April 2014. Per joined the SSP Board as an independent Non-Executive Director in July 2015. Denis joined the SSP Board as an independent Non-Executive Director in February 2014. Board Committees: Chairman: Nomination Committee, Remuneration Committee Member: Audit Committee Previous experience: John has served as Chairman of Cable & Wireless Worldwide plc, Brit Insurance Holdings plc and Wellington Underwriting plc. He was previously Senior Independent Director of WH Smith plc and Hammerson plc. He was also the Chief Executive of insurance broker JIB Group plc from 1984 to 1997. After JIB’s merger with Lloyd Thomson in 1997, he became Chairman of the combined group, Jardine Lloyd Thompson Group plc, until 2001. Current external appointments: John was appointed to the Board of easyJet as Chairman in May 2013 and is also Chairman of Next plc. He is also a director of Matheson & Co., Limited. John is a qualified chartered accountant and received an MBA from Strathclyde University. Board Committees: Chairman: Audit Committee Member: Nomination Committee, Remuneration Committee Board Committees: Member: Remuneration Committee, Audit Committee Board Committees: Member: Nomination Committee, Remuneration Committee, Audit Committee Previous experience: Denis began his career at The McDonald’s Corporation, becoming President of McDonald’s Europe in 2005 where he was responsible for 6,600 restaurants in 40 countries. He was Chairman and Chief Executive Officer of Accor S.A., the worldwide hotel group, until 2013. Current external appointments: Denis is currently a Non- Executive Director of Eurostar International Limited and the John Lewis Partnership. His other directorships include EIL Hospitality Ltd, The Green Jersey Limited and Cojean Limited. Previous experience: He was formerly Chief Executive Officer of Punch Taverns plc, Group Finance & Operations Director at Marks & Spencer Group plc and Finance Director of The Rank Group plc. Prior to this he was Group Financial Controller of Hilton Group plc. He joined Hilton from Le Meridien, a division of Forte Group plc, where he had been Finance Director. Ian was a Non-Executive Director of Misys plc until September 2005. His early career was spent with Arthur Andersen, where he qualified as a chartered accountant in 1986 and was promoted to a Partner of the firm in 1994. Current external appointments: Ian is Senior Independent Director of Betfair Group plc and ASOS plc and Non-Executive Director of Intercontinental Hotels Group plc and Punch Taverns plc. Previous experience: Per’s previous roles include Group Wholesale Director and a member of the Group Board at Alliance UniChem plc, Senior Vice President, Corporate Business Development at Danzas Holding Ltd. (a subsidiary of Deutsche Post AG) and various senior positions at TNT Post Group. Between 2004 and 2013 he was also a Non-Executive Director at Berendsen plc. Current external appointments: Per has been a member of the Board of Swissport International Ltd since 2007. He has been its Vice Chairman since August 2015 and was previously its Group President and CEO. Per has been Non-Executive Director of Palletways Group Ltd since 2008 and a Board Member of Envirotainer AB since 2010. Per has been Chairman of the Executive Board of Bilfinger SE since June 2015. SSP Group Annual Report and Accounts 2015Corporate governance28 Corporate governance report UK Corporate Governance Code compliance Responsibility for good governance lies with the Board. The Board is accountable to shareholders and is committed to the highest standards of corporate governance as set out in the UK Corporate Governance Code published in September 2014 (together the ‘Code’). The Code can be found on the Financial Reporting Council website at www.frc.org.uk. This corporate governance report, together with the Directors’ remuneration report set out on pages 36 to 50, describes how the Board has applied the main principles of good governance set out in the Code during the year under review. Compliance statement It is the Board’s view that for the year ended 30 September 2015 the Company has complied with all of the principles set out in the Code other than in relation to the independence of the Chairman, as Vagn Sørensen was not independent at the time of his appointment (provision A.3.1 of the Code). The Directors believe that this non-compliance is justified, as a result of Vagn’s knowledge of the Group’s business, his experience in the industry and the continuity his service provides. How we govern the Company Our governance structure comprises the Board and various committees (detailed below), supported by the Group’s standards, policies and controls, which are described in more detail in this report. The Board Composition As at 30 September 2015, and as at the date of this report, the Board of Directors was made up of seven members, comprising the Chairman, two Executive Directors and four Non-Executive Directors. Per Franzén, EQT’s nominated director, resigned on 18 June 2015 as a Non-Executive Director of the Company following the sale of EQT IV Limited’s shareholding in the Company as announced on 28 May 2015. John Barton, Ian Dyson, Per Utnegaard and Denis Hennequin are considered by the Board to be independent of management and free of any relationship which could materially interfere with the exercise of their independent judgement. The Board considers that each of the Non- Executive Directors brings their own senior level of experience, gained in each of their own fields. Biographical details of each of the Directors currently in office are shown on pages 26 and 27. The Company’s policy relating to the terms of appointment and the remuneration of both Executive and Non-Executive Directors is detailed in the Directors’ remuneration report which is on pages 36 to 50. The Board meets regularly during the year, as well as on an ad hoc basis, as required by business need. The Board met six times between 1 October 2014 and 30 September 2015 and attendance at these meetings is shown in the table on page 29. Each Director is also proposing to attend the AGM to answer shareholder questions. Responsibilities The Board manages the business of the Company and may, subject to the Articles of Association and applicable legislation, borrow money, guarantee, indemnify, mortgage or charge the business, property and assets (present and future) and issue debentures and other securities and give security, whether outright or as a collateral security, for any debt, liability or obligation of the Company or of any third party. The Board has a formal schedule of matters reserved for its decision, although its primary role is to direct the strategic development of the Group. In addition, the Board sets the Group’s values and standards and ensures that it acts ethically and that its obligations to its shareholders are understood and met. The Board may delegate any of its powers to any committee consisting of one or more Directors. The Board has established a procedure for Directors, if deemed necessary, to take independent professional advice at the Company’s expense in the furtherance of their duties. Every Director also has access to the General Counsel and Company Secretary, who is charged with ensuring that Board procedures are followed and that good corporate governance and compliance are implemented throughout the Group. Together with the Chief Executive Officer and the General Counsel and Company Secretary, the Chairman ensures that the Board is kept properly informed and is consulted on all issues reserved to it. Board papers and other information are distributed at times to allow Directors to be properly briefed in advance of meetings. The roles of Chairman and Chief Executive Officer are separate and clearly defined in accordance with the division of responsibilities set out in writing and agreed by the Board. Director effectiveness and training In accordance with best practice, the Chairman addresses the developmental needs of the Board as a whole, with a view to further developing its effectiveness as a team, and ensures that each Director refreshes and updates his or her individual skills, knowledge and expertise. Meetings between the Non-Executive Directors, both with and without the presence of the Chief Executive Officer, are scheduled in the Board’s annual programme. Board meetings are also held at Group business locations to help all Board members to gain a deeper understanding of the business. This also provides senior managers from across the Group with the opportunity to present to the Board, as well as to meet the Directors on more informal occasions. Succession planning is a matter for the whole Board, rather than for a committee. The Company’s Articles of Association provide that at every Annual General Meeting, each Director shall retire and seek re-election. New Directors may be appointed by the Board, but are subject to election by shareholders at the first opportunity after their appointment, as is the case with all Directors. The Articles of Association limit the number of Directors to not less than two save where shareholders decide otherwise. Non-Executive Directors are normally appointed for an initial term of three years which is reviewed and may be extended for a further three years. Corporate governance29 A formal, comprehensive and tailored induction is given to all Non-Executive Directors following their appointment, including visits to key locations within the Group and meetings with members of the Executive Board and other key senior executives. The induction also covers a review of the Group’s governance policies, structures and business, including details of the risks and operating issues facing the Group. John Barton is the Company’s Senior Independent Director. His role includes providing a sounding board for the Chairman and acting as an intermediary for the Non-Executive Directors, where necessary. The Board believes that John Barton continues to have the appropriate experience, knowledge and independence to continue in this role. The Chairman ensures that the Board maintains an appropriate dialogue with shareholders. Board effectiveness A performance evaluation of the Board and of its committees is carried out annually to ensure that they continue to be effective and that each of the Directors demonstrates commitment to his or her respective role and has sufficient time to meet his or her commitment to the Company. Overall, the Board considers each Director to be effective and that both the Board and its committees continue to provide effective leadership and exert the required levels of governance and control. The Board will continue to review its procedures, effectiveness and development in the year ahead. Conflicts of interest As part of their ongoing development, the Executive Directors may seek one external non-executive role on a non-competitor board, for which they may retain the remuneration in respect of the appointment. In order to avoid any conflict of interest, all appointments are subject to the Board’s approval and the Board monitors the extent of Directors’ other interests to ensure that its effectiveness is not compromised. Each Director has a duty under the Act to avoid a situation in which he or she has or can have a direct or indirect interest that conflicts or possibly may conflict with the interests of the Company. This duty is in addition to the obligation that he or she owes to the Company to disclose to the Board his or her interest in any transaction or arrangement under consideration by the Company. The Company’s Articles of Association authorise the Directors to approve such situations and to include other provisions to allow conflicts of interest to be dealt with. The Board follows an established procedure when deciding whether to authorise an actual or potential conflict of interest. Only independent Directors (i.e. those who have no interest in the matter under consideration) will be able to take the relevant decision, and in taking the decision the Directors must act in good faith and in a way they consider will be most likely to promote the Company’s success. Furthermore, the Directors may, if appropriate, impose limits or conditions when granting authorisation. Any authorities are reviewed at least every 15 months. The Board considered and authorised each Director’s reported actual and potential conflicts of interest at its September 2015 Board meeting. Committees of the Board The Board has established a number of committees to assist in the discharge of its duties and the formal Terms of Reference for the principal committees, approved by the Board and complying with the Code, are available from the General Counsel and Company Secretary. Their Terms of Reference are reviewed annually and updated where necessary. Membership and details of the principal committees are shown on pages 30 and 31. The General Counsel and Company Secretary acts as Secretary to all Board committees. Meeting attendance The following table shows the attendance of Directors at meetings of the Board, Audit, Nomination and Remuneration Committees in the year ended 30 September 2015: Name John Barton Jonathan Davies Ian Dyson Per Franzén (Note 1) Denis Hennequin Vagn Sørensen Kate Swann Per Utnegaard (Note 2) Board 6 of 6 6 of 6 6 of 6 4 of 4 6 of 6 6 of 6 6 of 6 2 of 2 Audit Committee Nomination Committee Remuneration Committee 5 of 5 – 5 of 5 – 5 of 5 – – 2 of 2 2 of 2 – 2 of 2 1 of 1 2 of 2 2 of 2 – – 3 of 3 – 3 of 3 – 3 of 3 – – 1 of 1 The table shows the number of meetings attended out of the number of meetings that each Director was eligible to attend. Directors who are not members of individual Board committees have also been invited to attend one or more meetings of those committees during the year. Notes: 1. Per Franzén resigned as a Non-Executive Director 0n 18 June 2015 and ceased to be a member of the Nomination Committee. 2. Per Utnegaard was appointed as a Non-Executive Director on 1 July 2015, when he also became a member of the Audit Committee and Remuneration Committee. SSP Group Annual Report and Accounts 2015Corporate governance30 Corporate governance report continued Nomination Committee Key responsibilities The Nomination Committee reviews the structure, size and composition of the Board and its committees and makes recommendations with regard to any changes considered necessary in the identification and nomination of new Directors, the reappointment of existing Directors and appointment of members to the Board’s committees. It also assesses the roles of the existing Directors in office to ensure that there continues to be a balanced Board in terms of skills, knowledge, experience and diversity. The Nomination Committee reviews the senior leadership needs of the Group to enable it to compete effectively in the marketplace. The Nomination Committee also advises the Board on succession planning for Executive Director appointments, although the Board itself is responsible for succession generally. The Nomination Committee’s key objective is to ensure that the Board comprises individuals with the necessary skills, knowledge and experience to ensure that it is effective in discharging its responsibilities. Membership as at 30 September 2015 John Barton (Chairman) Ian Dyson Denis Hennequin Vagn Sørensen Per Franzén resigned as a Non-Executive Director on 18 June 2015 and ceased to be a member of the Nomination Committee on that date. Meetings held in 2015 financial year: two Board appointments process The Company adopts a formal, rigorous and transparent procedure for the appointment of new Directors and senior executives with due regard to diversity and gender. Prior to making an appointment, the Nomination Committee will evaluate the balance of skills, knowledge, independence, experience and diversity on the Board and, in the light of this evaluation, will prepare a description of the role and capabilities required, with a view to appointing the best placed individual for the role. In identifying suitable candidates, the Nomination Committee: • uses open advertising or the services of external advisors to facilitate the search; • considers candidates from different genders and a wide range of backgrounds; and • considers candidates on merit and against objective criteria ensuring that appointees have sufficient time to devote to the position, in light of other significant commitments. In the year ahead, the Nomination Committee will continue to assess the Board’s composition and how it may be enhanced and will consider diversity (gender and experience) and geographic representation and use independent consultants as appropriate to ensure a broad search for suitable candidates. Remuneration Committee Key responsibilities The Remuneration Committee is responsible for making recommendations to the Board on remuneration policy for the Chairman, Executive Directors and senior management. Membership as at 30 September 2015 John Barton (Chairman) Ian Dyson Denis Hennequin Per Utnegaard (appointed 1 July 2015) Meetings held in 2015 financial year: three The Directors’ remuneration report is set out on pages 36 to 50 and includes details of the Remuneration Committee’s activities during the year and the remuneration policy. The Chairman of the Remuneration Committee will attend the AGM to respond to any shareholder questions that might be raised on the Remuneration Committee’s activities. Corporate governance 31 Audit Committee Key responsibilities The Audit Committee is responsible for assisting the Board with the discharge of its responsibilities in relation to financial reporting, including reviewing the Group’s annual and half-year financial statements and accounting policies, internal and external audits and controls, reviewing and monitoring the scope of the annual audit and the extent of the non-audit work undertaken by external auditors, advising on the appointment of external auditors and reviewing the effectiveness of the internal audit, internal controls, whistleblowing and fraud systems in place within the Group. Membership as at 30 September 2015 Ian Dyson (Chairman) John Barton Denis Hennequin Per Utnegaard (appointed 1 July 2015) Meetings held in 2015 financial year: five The Audit Committee’s report is set out on pages 32 to 35 and includes details of the Audit Committee’s responsibilities and activities during the year. The Chairman of the Audit Committee will attend the AGM to respond to any shareholder questions that might be raised on the Audit Committee’s activities. Other Committees Executive Committee The Executive Committee is not a Board committee but is the key management committee for the Group and is made up of executives and senior management. The Executive Committee meets regularly and is responsible for developing the Group’s strategy and capital expenditure and investment budgets and reporting on those areas to the Board for approval, implementing Group policy, monitoring financial, operational and quality of customer service performance, health and safety, purchasing and supply chain issues, succession planning and day-to-day management of the Group. Risk Committee The Risk Committee is responsible for risk management. It is not a Board committee and is made up of executives only. It meets quarterly and reports to the Audit Committee. Further details of the Risk Committee are set out in the Strategic report on pages 12 and 13. Communicating with shareholders The Company places considerable importance on communication with its shareholders, including its private shareholders. The Chief Executive Officer and the Chief Financial Officer are closely involved in investor relations supported by the Group’s investor relations function, which has primary responsibility for day-to-day communication with investors. The views of the Company’s major shareholders are reported to the Board by the Chief Executive Officer and the Chief Financial Officer, as well as by the Chairman, and are discussed at its meetings. The Board recognises the importance of promoting mutual understanding between the Company and its shareholders through a programme of engagement. It is intended that this will include the maintenance of a regular dialogue between the Board and senior management and major shareholders. The AGM provides an opportunity for all shareholders to meet the Group’s Directors and to hear more about the strategy and performance of the Group. Shareholders are encouraged to attend the AGM and to raise any questions at the meeting or in advance, using the email address shown in the AGM pack which is sent to shareholders. The primary method of communication with shareholders is by electronic means, helping to make the Company more environmentally friendly by reducing waste and pollution associated with the printing and posting of its annual report. The SSP Group Annual Report and Accounts 2015 is available to all shareholders and can be accessed via the Company’s website at www.foodtravelexperts.com. The Group’s annual and interim results are also published on the Company’s website, together with other announcements and documents issued to the market, such as trading updates and presentations. Enquiries from shareholders may also be addressed to the Group’s investor relations function through the contacts provided on the Group’s website. The Notice of AGM is circulated to shareholders at least 20 working days prior to such meeting and it is Company policy not to combine resolutions to be proposed at general meetings. All shareholders are invited to the Company’s AGM, at which they have the opportunity to put questions to the Board, and it is standard practice to have the Chairman of the Audit, Nomination and Remuneration Committees available to answer questions. The results of proxy voting for and against each resolution, as well as abstentions, are announced to the London Stock Exchange and are published on the Company’s website shortly after the meeting. SSP Group Annual Report and Accounts 2015Corporate governance 32 Dear Shareholder I am pleased to report on the activities of the Audit Committee (the ‘Committee’) for the year ended 30 September 2015. During the year, the Committee members formally met five times and, in line with the terms of reference, focused on protecting the interests of the shareholders with regard to the integrity of the financial reporting, audit, risk management and internal controls. The Committee receives independent assurance from the Group’s Internal Audit function, which is outsourced to Deloitte and also receives updates from the external auditors across a wide range of issues in support of their respective oversight responsibilities. The Committee is further supported by the Risk Committee. The Committee comprises myself and three other independent Non-Executive Directors – John Barton, Denis Hennequin and Per Utnegaard (appointed 1 July 2015). As Chairman, I have recent and relevant financial experience through my past roles as a CEO and CFO of publicly quoted companies. The expertise and experience of the members of the Audit Committee is summarised on pages 26 and 27. Helen Byrne (Company Secretary) acts as Secretary to the Committee. The Committee also invites the Chairman of the Board, the Chief Executive, the Chief Financial Officer, the Group Financial Controller and the Group Director of Business Controls, together with senior representatives from the internal and external auditors, to attend each meeting although, from time to time, the Committee reserves time for discussions without invitees being present. Other senior management are invited to present such reports as are required for the Committee to discharge its duties. The Committee holds private sessions with the external and internal auditors without management present, and I meet privately with both internal and external auditors. I provide regular updates to the Board on the key issues discussed at the Committee’s meetings and will attend the AGM to respond to any shareholder questions that might be raised on its activities. During the year the Committee: • reviewed the Group’s risk assessment, with particular focus on the risks which were deemed to have increased , either in likelihood or impact, along with the supporting action plans to mitigate the risks; • reviewed the Group’s internal financial control and risk management systems, whistleblowing arrangements and other audit and risk-related arrangements to assist the Board in fulfilling its responsibilities relating to the effectiveness of those systems. It also reviewed a number of detailed reports on the internal controls and risk management processes within the business units; • evaluated the performance of both internal and external auditors; • reviewed and monitored the external auditor’s independence and objectivity and the effectiveness of the audit process; • conducted an external audit tender process and made recommendations to the Board on the appointment of the auditors and the audit fee; • continued to challenge the assumptions and judgements made by management in determining the half-year and full- year financial results of the Group and to assess for appropriateness their disclosure in the financial statements; and • considered in detail the accounting policy for exceptional and one-off items and supplier rebates. Corporate governanceAudit Committee report33 Terms of reference The terms of reference of the Committee can be found at www.foodtravelexperts.com. Risk management and internal control The Board has overall responsibility for risk management and the system of internal control and for reviewing their effectiveness. The Committee oversees the risk management process and provides oversight of internal controls on the Board’s behalf. The system of internal control is designed to manage rather than eliminate the risk of failure to achieve business objectives and can only provide reasonable and not absolute assurance against material misstatement or loss. The Board has established a clear organisational structure with defined authority levels. The day-to-day running of the Group’s business is delegated to the Executive Directors of the Group. The Executive Directors meet with both operational and finance management on a monthly basis. Key financial and operational measures are reported on a monthly basis and are measured against both budget and reforecasts in these meetings. The Group maintains Group and regional/country level risk registers which outline the key risks faced by the Group including their impacts and likelihood along with relevant mitigating controls and actions. On an annual basis, regional and country management teams are required to update local risk registers and risk maps to ensure that the key strategic, operational, financial and accounting risks in each location are captured and prioritised according to likelihood and impact and to identify the risk management activities for each risk. The regional and country risk registers are used in conjunction with input from the Executive Committee to update the Group risk register. The Risk Committee and Executive Committee review the assessment of risk, as well as current and future mitigation activities, at both Group and regional/country level. A summary of this review is presented to the Committee annually. The principal risks and uncertainties which are currently judged to have the most significant impact on the Group’s long-term performance are set out on pages 14 to 17. The Committee reviewed the effectiveness of the Group’s financial controls and system of internal control by reviewing the scope of work and reports of the internal and external auditor. The Committee also reviewed the risk assessment process and Group, regional and country risk registers during the year. Internal audit Internal audit plays an important role in assessing the effectiveness of internal controls by a programme of reviews based on a continuing assessment of business risk across the Group. Deloitte acts as internal auditor to the Company and the partner responsible is a permanent member of the Risk Committee and reports directly to the Audit Committee. Internal audit is in regular dialogue with regional Chief Financial Officers. Where control deficiencies are noted, Deloitte will perform follow-up reviews and visits. The Audit Committee meets regularly with Deloitte to review and progress the Group’s internal audit plan. The relevant audit plan and procedures are aimed at addressing financial risk management objectives and providing coverage of the risks identified in the regional and country risk registers. The internal audit plans have been prepared in accordance with standards promoted by the Chartered Institute of Internal Auditors. The Committee continues to monitor the effectiveness of internal audit plans in accordance with the Group’s ongoing requirements. The Committee considered the output from the 2015 annual internal audit programme of assurance work, reviewed management’s response to the matters raised and ensured that any action was timely and commensurate with its level of risk, whether real or perceived. There were no significant weaknesses identified in the year that would materially impact the Group as a whole, but a number of recommendations were acted upon within the Group to strengthen in-place controls or risk-mitigating actions. The Committee remains satisfied that the Group’s system of internal controls works well. The Committee determines the adequacy of the performance of the internal auditor through the quality and depth of findings and recommendations. During 2015, the Committee also carried out an assessment of Deloitte using questionnaires completed by senior finance personnel both at Group and in country, along with key members of the legal and tax departments. The survey covered areas such as their position and organisation, purpose and remit, process management, people and knowledge and performance and communication. The survey indicated overall satisfaction with Deloitte’s interaction with local teams and their understanding of the business and issues it faces. The Committee was satisfied with Deloitte’s responses to the points raised in the survey. SSP Group Annual Report and Accounts 2015Corporate governance34 Audit Committee report continued Anti-bribery and whistleblowing SSP has a Group-wide Anti-bribery and Corruption Policy to comply with the Bribery Act 2010 and it periodically reviews its procedures to ensure continued effective compliance in its businesses around the world. The Group’s Whistleblowing Policy provides the framework to encourage and give all employees confidence to ‘blow the whistle’ and report irregularities. Employees are encouraged to raise concerns with designated individuals, including the Executive Directors or the Chairman of the Audit Committee. The Audit Committee monitors this policy and reviews annually the number of matters reported and the outcome of any investigations. The Audit Committee will periodically review the Group’s policies and procedures for preventing and detecting fraud, its systems, controls and policies for preventing bribery, its code of corporate conduct and business ethics and its policies for ensuring that the Group complies with relevant regulatory and legal requirements. The Committee receives updates on bribery and fraud trends and activity in the business, if any, at least twice a year, with individual updates being given to the Committee, as needed, in more serious cases of alleged bribery, fraud or related activities. During the year we also reviewed the effectiveness of the Group’s implementation of its anti-bribery and corruption policies. External audit The effectiveness and the independence of KPMG, the Group’s external auditor, are key to ensuring the integrity of the Group’s published financial information. Prior to the commencement of the audit, the Committee reviewed and approved the audit plan to gauge whether it was appropriately focused. KPMG presented to the Committee its proposed plan of work which was designed to ensure there are no material misstatements in the financial statements. The Committee considered the accounting, financial control and audit issues reported by the auditors that flowed from the audit work. At the conclusion of the 2014 audit, the Committee carried out an assessment of KPMG. This was supported by the results of discussions with individual Committee members and questionnaires completed by senior finance personnel both at Group and in country, along with key members of the legal and tax departments. The survey covered areas such as communication, the audit approach and scope, the calibre of the audit teams, technical expertise and independence. The survey indicated overall satisfaction with the services provided by KPMG and the Committee was satisfied with KPMG’s responses to the points raised in the survey. Audit tender The Committee considered the FRC proposals concerning audit tenders and decided to tender the audit during this year as KPMG had been in place since 2006 and the audit partner was required to rotate in the following year. During the year a Working Committee, nominated by the Committee, undertook the audit tender process. The team comprised the Chairman of the Audit Committee, the Group CEO, the Group CFO and the Group Financial Controller. At the beginning of the process, we approached four firms to assess their interest in participating in the audit tender and their ability to perform the audit, and to confirm their independence. Subsequently, three audit firms took part in the tender process. They were given access to management across the Group to assist them in understanding our business, our finance and accounting function and our accounting policies. In July 2015, each firm submitted a proposal document that included an audit plan and approach with particular focus on key risks faced by the Group. Presentations were made to the Working Committee in August and September 2015. After consideration of each firm with the Committee’s requirements including proposed approach, experience in the sector and technical capability, the Working Committee nominated KPMG as external auditor. The Committee carefully considered the results of the audit tender process and supported this conclusion and, in September 2015, recommended to the Board that KPMG be appointed the auditor to the Group. A proposal to appoint KPMG as external auditor will be put to shareholders for approval at the 2016 AGM. Auditor independence and non-audit services policy The Audit Committee has adopted a formal policy governing the engagement of the auditor to provide non-audit services, taking into account the relevant ethical guidance on the matter. This policy is reviewed annually by the Committee. The policy describes the circumstances in which the auditor may be engaged to undertake non-audit work for the Group. The Committee oversees compliance with the policy and considers and approves requests to use the auditor for non-audit work. Recognising that the auditor is best placed to undertake certain work of a non-audit nature, the engagements for non-audit services that are not prohibited are subject to formal review by the Committee based on the level of fees involved. Non-audit services that are pre- approved are either routine in nature with a fee that is not significant in the context of the audit, or are audit-related services. Details of fees payable to the auditor are set out in note 5 on page 73. In 2015, non-audit fees represented 20% of the audit fee. KPMG also complied with the independence requirements as set out by the APB Ethical Standards for Reporting Accountants. The external auditor reported to the Committee on its independence from the Group. The Committee is satisfied that KPMG has adequate policies and safeguards in place to ensure that auditor objectivity and independence are maintained. Corporate governance35 Financial reporting As part of our work to ensure the integrity of the financial reporting, the Committee focused on the following during the year: • Goodwill and intangible assets: The Group has a significant goodwill balance, representing consideration paid in excess of the fair value of the identified net assets acquired relating to the 2006 acquisition of the SSP business through the purchase of various Compass Group plc subsidiaries by various subsidiaries of SSP Group. The net assets acquired include intangible assets relating to the Group’s own brands and franchise rights in respect of third-party brands which were determined at the date of acquisition. The Audit Committee recognises that there is a risk that a business can become impaired, for example, due to market changes. As a result the Group monitors carrying values of goodwill and intangibles to ensure that they are recoverable and any specific indicators of goodwill or intangible impairment are discussed by the Executive Directors with both operational and financial management. The carrying value of goodwill is subject to impairment testing, on an annual basis. The carrying values of goodwill and intangible assets are reviewed on the identification of a possible indicator of impairment, to ensure that the carrying values are recoverable. This testing, including the key assumptions and sensitivity analysis, is reviewed by the Chief Financial Officer and the Group Financial Controller. After reviewing reports from management and consulting, where necessary, with the external auditor, the Audit Committee is satisfied that the financial statements appropriately address the critical judgements and key estimates, both in respect to the amounts reported and the disclosures provided. The Audit Committee agrees with management that no impairment needs to be recognised. • Taxation: The Group operates in and is subject to income taxes in a number of jurisdictions. Management is required to make judgements and estimates in determining the provisions for income taxes and the amount of deferred tax assets and liabilities recognised in the consolidated financial statements. The Audit Committee recognises that management judgement is required in determining the amount and timing of recognition of tax benefits and an assessment of the requirement for provisions against the recognition of such benefits. The Committee reviewed the Group’s tax strategy and received reports and presentations from the Head of Tax highlighting the principal tax risks that the Group faces, the tax strategy and the judgements underpinning the provisions for potential tax liabilities. The Committee also reviewed the results of the external auditor’s assessment of provisions for income taxes and deferred tax assets and liabilities and, having done so, was satisfied with the key judgements made by management. • Viability statement: The Committee agreed the parameters of, and reviewed a report to support the viability statement as presented on page 17 of the strategic report. • Fair, balanced and understandable financial statements An intrinsic requirement of a group’s financial statements is for the Annual Report and Accounts to be fair, balanced and understandable. The co-ordination and review of the Group-wide input into the Annual Report is a sizeable exercise performed within an exacting timeframe, which runs alongside the formal audit process undertaken by the auditor. The process to ensure that the Committee, and then the Board, are satisfied with the overall fairness, balance and clarity of the document has been underpinned by: • guidance issued to contributors at operational level; • a verification process dealing with the factual content of the reports; and • comprehensive review by the Directors and the senior team. Ian Dyson Chairman, Audit Committee 25 November 2015 SSP Group Annual Report and Accounts 2015Corporate governance 36 Statement by the Chairman of the Remuneration Committee Dear Shareholder I am delighted to present our Directors’ remuneration report for the financial year ended 30 September 2015 which comprises this statement and the Annual Report on Remuneration on pages 37 to 43. Our remuneration policy was approved by shareholders at our 2015 AGM. The Remuneration Committee (the ‘Committee’) has continued to operate in accordance with that policy during the 2015 financial year. The Committee is satisfied that the policy remains appropriate, and no changes to the policy are proposed for 2016. The Policy is provided on pages 44 to 50 for information only. Key decisions and pay outcomes for the year ended 30 September 2015 Following a review in the year, our Executive Directors’ base salaries were increased by 2% effective 1 June 2015, in line with the average salary increases awarded to UK employees who are paid on a monthly basis. This resulted in base salaries of £765,000 for Kate Swann and £408,000 for Jonathan Davies . The Group delivered a strong financial performance in the year with good like-for-like sales, net gains and improvement in operating margin. There was continued progress against the Group’s strategic objectives, with new contract openings across the globe and the continued successful implementation of the programmes of operational improvements. Further information regarding the Group’s performance during the year can be found in the Strategic report on pages 1 to 25. Based on a combination of the financial performance of the business and personal performance achieved in the financial year, the Committee awarded an annual bonus of 200% of salary to Kate Swann and 100% of salary to Jonathan Davies. As a reminder, no awards under long-term incentive awards were due to vest in the year. Remuneration for the year ending 30 September 2016 The Committee will continue to apply the current remuneration framework during the year ending 30 September 2016. - The current salaries of Executive Directors will continue to apply from 1 October 2015 and we will review salaries with effect from 1 June 2016, in line with our usual timetable. - The annual bonus plan will operate on the same basis as in 2015. Awards will be primarily based on underlying Group operating profit performance, and will be subject to a multiplier based on individual performance. - As mentioned in our previous Directors’ remuneration report, other than new joiners, we did not grant any awards last year under the SSP Performance Share Plan as an award post IPO was made in July 2014. This year, we intend to grant a PSP award in November 2015 of 200% of salary to Kate Swann and 125% of salary to Jonathan Davies. These awards will be subject to performance over the three financial years to 30 September 2018. The performance measures for these awards will continue to be 75% EPS growth and 25% relative TSR performance. The TSR comparator group for awards to be made under the SSP Performance Share Plan in 2015 will largely be consistent with that for awards made in 2014, except to reflect the merger of companies in the TSR comparator group. - As mentioned last year, the UK Corporate Governance Code was revised in 2014. Malus and clawback provisions are now required on all performance-related components of pay. Our approved policy includes clawback and malus provisions for bonus and PSP awards to Executive Directors. We are therefore compliant with this aspect of the Code. I hope very much that shareholders will support the Committee’s continuing overall approach to remuneration and, on behalf of the Committee, I commend our report to you. John Barton Chairman of the Remuneration Committee 25 November 2015 Corporate governance 37 Annual report on remuneration Audited information The information presented in this report up until the end of page 39 is the audited section. Single total figure of remuneration The following table sets out the total remuneration for Executive Directors and Non-Executive Directors for the year ended 30 September 2015. All figures are for the full financial year unless otherwise stated. Salary and fees (a) Benefits (b) Pension (c) Annual bonus (d) Long-term incentives (e) Other (f) Total All figures shown in £000 2015 2014 2015 2014 2015 2014 2015 2014 2015 2014 2015 2014 2015 2014 Executive Directors Kate Swann* Jonathan Davies* Non-Executive Directors (g) Vagn Sørensen John Barton Ian Dyson Per Franzén (left 18 June 2015) John Barry Gibson (left 16 June 2014) Denis Hennequin Simon Marinker (left 16 June 2014) Per Utnegaard (appointed 1 July 2015) 735 395 211 117 66 23 15 4 264 85 74 25 1,500 440 400 98 175 65 55 32 70 19 17 10 – 15 45 – 18 16 11 – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – 1,513 493 89 19 349 99 1,900 538 – – – – – – – – – – – – – – – – – – – – – – – 3,807 2,565 4,547 – 1,393 903 1,637 – – – – – – – – 100 175 170 75 75 – 50 75 – – 65 55 32 94 92 10 – 65 45 – 93 16 11 – – 5,575 3,851 6,724 * Kate Swann and Jonathan Davies were appointed as Directors of the Company on 16 June 2014. Prior to 16 June 2014, they were employees of SSP Financing UK Limited. As such, the table above for 2014 shows their remuneration for the period from appointment as Directors to 30 September 2014. Notes to the table (a) Salary and fees – this represents the base salary or fees paid in respect of the relevant financial year. These figures are net of £20k for Kate Swann and £8k for Jonathan Davies in relation to salary sacrificed for annual leave. (b) Benefits – this represents the taxable value of all benefits paid in respect of the relevant financial year. Executive Directors’ benefits may include private healthcare (for the Executive and their family), car allowance or a company car, company fuel card and travel to and from work (including associated tax paid). (c) Pension – Executive Directors receive a cash allowance in lieu of pension contributions. Kate Swann received a cash allowance of 35% of salary per annum and Jonathan Davies received a cash allowance of 21% of salary per annum. No director accrues retirement benefits under money purchase or defined benefit schemes. (d) Annual bonus – this represents the annual bonus payable for the financial year. In 2014, the bonus disclosed relates to the period from appointment to the Board to 30 September 2014. (e) Long-term incentives – this represents the value of any long-term incentive awards with a performance period ending in the relevant year. No long-term incentive plan awards vested in 2014 or 2015. (f) Other – as disclosed in the 2014 accounts and the Company’s Prospectus, certain individuals received additional awards in recognition of their contribution to the successful admission of the Company onto the London Stock Exchange in 2014. Kate Swann received a cash award of £1,325,000 (from the Company) and an award of 1,181,862 shares (from the previous majority shareholder) on admission worth £2,482,000, based on the IPO offer price of 210p. Jonathan Davies received a cash award of £400,000 (from the Company) and an award of 472,746 shares (from the previous majority shareholder) on admission worth £993,000 based on the IPO offer price of 210p. (g) Non-Executive Directors – the Chairman receives a fee of £175,000 per annum. Other Non-Executive Directors receive a basic fee of £45,000 per annum. The Senior Independent Director, Chairman of the Audit Committee and Chairman of the Remuneration Committee each receive an additional £10,000 per annum per appointment. In 2014, the Chairman, Vagn Sørensen, received a fee of £100,000 and John Barton, Ian Dyson and Denis Hennequin each received a fee of £75,000 from the Company on admission to reward the work undertaken in preparing the Company for admission to the London Stock Exchange. They all used the post-tax amount of the fee to purchase shares in the Company upon admission. John Barry Gibson received a fee of £50,000 funded by the previous majority shareholder under a pre-existing entitlement. SSP Group Annual Report and Accounts 2015Corporate governance 38 Annual report on remuneration continued Additional disclosures in respect of the single figure table Base salary The base salaries of the Executive Directors are: Kate Swann Jonathan Davies From 15 July 2014 £750,000 per annum £400,000 per annum From 1 June 2015 £765,000 per annum £408,000 per annum Change 2% 2% Annual bonus The bonus for the 2015 financial year was primarily based on underlying Group operating profit performance. Any bonus earned in respect of underlying Group operating profit performance was subject to a multiplier based on an assessment of individual performance (including financial, personal and/or strategic objectives). If the individual performance rating is significantly below expectations, the Committee could decide not to award a bonus. Under this framework Kate Swann had the opportunity to receive an annual bonus up to a maximum of 200% of her base salary and Jonathan Davies had the opportunity to receive up to 125% of his base salary. Underlying Group operating profit performance in the year was £97.4m, which at 2015 financial year budget foreign exchange rates was £104.5m, slightly exceeding the maximum target of £103.8m. Based on this performance, and individual performance in the year, Kate Swann earned a bonus of 200% of salary and Jonathan Davies earned a bonus of 100% of salary. Scheme interests awarded during the financial year SSP Performance Share Plan awards No PSP awards were made in the 2015 financial year other than to new joiners as PSP awards were made following the Company’s admission to the London Stock Exchange in July 2014. Share Incentive Plan awards SSP encourages share ownership by the use of Matching Shares within an all-employee UK Share Incentive Plan (‘UK SIP’). Executive Directors were eligible to participate in the UK SIP on the same basis as other eligible employees. The table below provides details of Partnership Shares purchased by and Matching Shares awarded to the Executive Directors under the UK SIP during the year ended 30 September 2015. In addition, it shows any Dividend Shares purchased under the UK SIP from any dividends declared on the Partnership Shares or Matching Shares. Total SIP shares held at 1 October 2014 Partnership (a) Shares purchased Matching (b) Shares awarded Dividend (c) shares purchased Total SIP shares held at 30 September 2015 Kate Swann Jonathan Davies – – 338 338 338 338 2 2 678 678 (a) Partnership Shares purchased during the 2015 financial year at a price of between £2.88 and £3.05 per share. (b) Matching Shares awarded during the 2015 financial year at nil consideration. (c) Dividend Shares purchased during the 2015 financial year from the proceeds of dividends payable on SIP shares. Corporate governance 39 Payments for loss of office There have been no payments to Directors for loss of office in the 2015 financial year (2014: £nil). Statement of Directors’ shareholding and share interests Directors’ shareholdings and share ownership guidelines Shareholding guidelines require Executive Directors to build up over time a personal shareholding in the Company equivalent in value to 200% of salary for the CEO and 125% of salary for the CFO. Executives are encouraged to retain vested shares earned under the Company’s incentive plans until the shareholding guidelines have been met. The Chairman and each Independent Non-Executive Director are expected to build and then maintain a shareholding in the Company equivalent in value to 100% of their annual gross fee. The period over which the minimum shareholding must be built up is a three-year period, either from the date of admission (15 July 2014), or from the date of appointment if later. Director Kate Swann Jonathan Davies Vagn Sørensen John Barton Ian Dyson Denis Hennequin Per Utnegaard Shareholding requirement as a % of salary Shareholding as a % of salary achieved Shares owned outright at 30 September 2015 Interests in share incentive schemes, awarded subject to performance conditions at 30 September 2015 200% 125% – – – – – 1837% 979% 860% 268% 105% 128% – 4,602,478 1,308,842 493,147 57,142 18,928 18,928 – 714,286 238,096 – – – – – For the purposes of determining Executive Director shareholding requirements, the individual’s salary at the year-end and the share price at 30 September 2015 (305.30p) has been used. The interests in the share capital of the Company of the Directors are beneficial or are interests of a person connected with a Director. Interests in share incentive schemes subject to performance conditions relate to Performance Share Plan awards granted in July 2014. 75% of these awards may vest based on earnings per share (EPS) growth over the three-year period from 1 October 2014 to 30 September 2017. 0% of this element will vest if compound EPS growth is less than 7% p.a. over the period, 25% will vest for 7% p.a. and 100% will vest for EPS growth of 12% p.a., with vesting on a straight-line basis between these points. 25% of these awards may vest based on Relative TSR performance. SSP’s TSR will be calculated using the IPO offer price of 210p as the starting value. For constituents of the peer group a three-month average from 16 June 2014 will be used. TSR performance will be measured to the three months after the announcement of results for the financial year ending 30 September 2017. 25% of this element will vest for median performance and 100% will vest for upper-quartile performance, with vesting on a straight-line basis between these points. This is the end of the audited section of the annual report on remuneration. SSP Group Annual Report and Accounts 2015Corporate governance40 Corporate governance Annual report on remuneration continued Historical TSR performance As the Company is a constituent of the FTSE 250, the FTSE 250 Index provides an appropriate indication of market movements against which to benchmark the Company’s performance. The chart below summarises the Company’s TSR performance against the FTSE 250 Index over the 63-week period from admission on 15 July 2014 to 30 September 2015. TSR performance since admission R S T 140 135 130 125 120 115 110 105 100 95 90 Admission 30/09/2014 (15/07/2014) SSP Group plc FTSE 250 30/09/2015 Chief Executive Oﬃcer remuneration outcomes The table below summarises the Chief Executive Oﬃcer single ﬁgure for total remuneration, and the annual bonus payable and long-term incentive plan vesting levels as percentages of maximum opportunity for the 2015 ﬁnancial year. Chief Executive Oﬃcer Chief Executive Oﬃcer single ﬁgure of remuneration (£m) Annual bonus payable (as a % of maximum opportunity) Long-term incentive vesting out-turn (as a % of maximum opportunity) 2015 £2.6m 100% n/a 2014 £4.5m 100% n/a Total remuneration for 2014 includes additional awards of cash and shares made on admission by the Company and the previous majority shareholder. Percentage change in remuneration of the Chief Executive Oﬃcer and other employees The required disclosure of the remuneration of the Chief Executive Oﬃcer in the table on page 37 does not provide meaningful information to calculate the percentage change in remuneration between ﬁnancial years, as the Chief Executive Oﬃcer was appointed as a Director of SSP Group plc on 16 June 2014, part-way through the previous ﬁnancial year. As stated in the 2014 annual report we have therefore provided additional information in order for the required comparison to be made. On the annual salary review date of 1 June 2015, the Chief Executive Oﬃcer’s base salary increased by 2%, compared with average annual salary increases of 2% awarded to UK employees who are paid on a monthly basis. This population was chosen as a suitable comparator group because it is considered to be the most relevant in terms of employment location and remuneration structure. In addition, there were no changes made to the beneﬁts provided to the Chief Executive Oﬃcer in the year. 41 Relative importance of the spend on pay The table below shows the total spend on employee pay in 2014 and 2015, and the total expenditure on dividends. Total staff costs Dividends 2014 £542m £nil 2015 £542m £10m Percentage change nil n/a Fees from external directorships Kate Swann was a Non-Executive Director of Babcock International Group plc during the year and retained a fee of £56,500 in respect of that directorship for the year ended 30 September 2015. Jonathan Davies did not receive any fees from external directorships during the year. Implementation of remuneration policy in the year ending 30 September 2016 This section provides an overview of how the Committee is proposing to implement our remuneration policy in the year ending 30 September 2016. Base salary The Remuneration Committee considers a number of factors when reviewing the base salaries, including: • the individuals’ skills, experience and recent performance; • business performance; • affordability; • market practice for comparable roles at companies of a similar size and complexity; and • pay and conditions elsewhere in the Group. The table below shows base salaries at 1 October 2015. Kate Swann Jonathan Davies Base salary at 1 October 2015 £765,000 £408,000 Benefits The benefits received by each Executive Director will continue to include private healthcare (for the executive and their family), life insurance, car allowance or a company car, company fuel card and travel to and from work (including associated tax paid). Pension allowance The current Executive Directors will receive a cash allowance in lieu of pension. The table below shows the expected cash allowances for the year ending 30 September 2016. Kate Swann Jonathan Davies Cash allowance in lieu of pension (% of salary) 35% 21% Annual bonus The maximum annual bonus opportunity for Executive Directors for the year ending 30 September 2016 will remain 200% of base salary for the Chief Executive Officer and 125% of salary for the Chief Financial Officer. The structure of the annual bonus performance measures will remain unchanged. Bonuses for the year ending 30 September 2016 will use underlying Group operating profit as the primary financial target, with a multiplier based on the individual performance assessment. The Group operating profit targets are considered commercially sensitive so have not been disclosed. The Company will disclose the targets retrospectively when they are considered no longer commercially sensitive. SSP Group Annual Report and Accounts 2015Corporate governance 42 Annual report on remuneration continued Performance Share Plan The Committee is intending to make PSP awards in the 2016 financial year to Kate Swann and Jonathan Davies in respect of ordinary shares with a value set out below: Kate Swann Jonathan Davies Face value (£) Face value (% of salary) End of performance period £1,530,000 £510,000 200% 125% 30 September 2018 30 September 2018 The number of shares subject to an award will be calculated using the closing share price on the day before the award date. It is proposed the vesting of these awards be subject to two types of performance conditions as detailed below. 75% of the award – Earnings Per Share (EPS) growth over the three-year period from 1 October 2015 to 30 September 2018. 25% of the award – relative Total Shareholder Return (TSR) performance against a peer group of companies over the three- year period from 1 October 2015 to 30 September 2018. EPS – compound annual growth Percentage of the award vesting Relative TSR performance Percentage of the award vesting Less than 7% per annum 7% per annum 12% per annum or more 0% Below median 25% Median 100% Upper quartile 0% 25% 100% Straight-line vesting operates between these points. Straight-line vesting operates between these points. EPS growth will normally be calculated using actual foreign exchange rates. However, given the international nature of SSP’s business, in order to ensure that management performance during the performance period is appropriately rewarded, the Committee may make an adjustment upwards or downwards where there have been exceptional movements in foreign exchange rates during the performance period. The relative TSR comparator group will be consistent with that used for awards made in 2014 apart from to reflect the merger of Carphone Warehouse Group and Dixons to form Dixons Carphone as set out below. Autogrill Dunelm Group Inchcape Millennium & Copthorne Hotels Stagecoach Group Booker Group Elior InterContinental Hotels Group Mitchells & Butlers Tesco Enterprise Inns JD Sports Fashion Compass Group First Group J D Wetherspoon Debenhams Go-Ahead Group Dignity Greene King J Sainsbury Kingfisher N Brown Group National Express Next Ocado Group Dixons Carphone* Halfords Group Marks and Spencer Group The Restaurant Group Thomas Cook Group TUI Travel UDG Healthcare WHSmith Whitbread Domino’s Pizza Group Home Retail Group Marston’s Sports Direct International Wm Morrison Supermarkets * Following the merger of Carphone Warehouse Group and Dixons during the 2015 financial year, the combined company remains in the comparator group. Share Incentive Plan Awards Executive Directors will be eligible to participate in the UK SIP on the same basis as other eligible employees. Corporate governance 43 Non-Executive Director remuneration The Non-Executive Director fees are not expected to be reviewed in the coming year and therefore the fees will remain as outlined in the table below. Chairman of the Board Board member Additional fee for Senior Independent Director Additional fee for Chairman of Audit/Remuneration Committee 2015 fees £175,000 £45,000 £10,000 £10,000 Consideration by the Directors of matters relating to Directors’ remuneration The SSP Board entrusts the Remuneration Committee with the responsibility for setting the remuneration policy in respect of Executive Directors and senior executives and ensuring its ongoing appropriateness and relevance. In setting the remuneration for these groups, the Committee considers the pay and conditions of the wider workforce and roles in relevant geographies. Internal advice The Chief Executive Officer, Chief Financial Officer, the Group HR Director and the Company Secretary attend Committee meetings by invitation, other than when their personal remuneration is being discussed. The Company Secretary acted as secretary to the Committee. External advice During the year ended 30 September 2015, the Committee received independent advice on executive remuneration matters from Deloitte. Deloitte received £46,200 in fees for these services. Deloitte is a member of the Remuneration Consultants Group and, as such, voluntarily operates under the code of conduct in relation to executive remuneration consulting in the UK. During the year, Deloitte also provided the Company with internal audit services, consulting services, tax services and transaction-related services. The Committee appointed Deloitte to the role of independent advisor to the Committee. The Committee has reviewed the advice provided by Deloitte during the year and is comfortable that it has been objective and independent. The Committee has reviewed the potential for conflicts of interest and judged that there were appropriate safeguards against such conflict. Statement of shareholder voting Votes cast at the AGM in March 2015 in respect of the approval of the Directors’ remuneration policy and Directors’ remuneration report are given below: Votes for % for Votes against 329,917,672 92.38% 27,195,478 % against 7.62% Total shares voted % of Issued share capital voted 357,113,150 75.18% Votes withheld 1,354,493 342,937,941 98.04% 6,867,652 1.96% 349,805,593 73.64% 8,662,050 Resolution To approve the Directors' remuneration policy To approve the Directors' remuneration report Where shareholders voted against our policy, the Committee has sought to engage with them to understand their concerns as part of determining future policy. SSP Group Annual Report and Accounts 2015Corporate governance 44 Directors’ remuneration policy This part of the report sets out the Directors’ remuneration policy as determined by the Remuneration Committee (‘the Committee‘) and approved by shareholders at the 2015 Annual General Meeting. The scenario charts have been updated to reflect the application of the policy as at 30 September 2015, references to prior financial years have been updated to aid understanding and the list of Non-Executive Directors has been updated to reflect changes in the year. A copy of the shareholder-approved policy, including the scenario charts for 2014/2015 is in the Annual Report and Accounts 2014 which is available at www.foodtravelexperts.com in the Investors section. Key principles of remuneration policy The remuneration policy for the Directors of the Company is intended to help recruit and retain executives who can execute SSP’s strategy by rewarding them with appropriate compensation and benefit packages. The policy seeks to align the interests of Executive Directors with the performance of the Company and the interests of its shareholders. Our incentive arrangements are designed to reward performance against key financial and strategic performance objectives. Our aim is to reward management for delivering sustainable long-term performance and support the retention of critical talent. Future policy table The table below describes the policy in relation to the components of remuneration for Executive Directors and, at the bottom of the table, the policy for the Non-Executive Directors. Element and link to strategy Operation Maximum potential value Performance metrics Executive Directors Base salary A core element of the remuneration package used to recruit, reward and retain Executive Directors who can deliver our strategic objectives. Normally reviewed annually. The Remuneration Committee may, however, award an out-of- cycle increase if it considers it appropriate. Base salaries are set by the Committee taking into account a number of internal and external factors, including: • the individual’s skills, experience and performance; • the size and scope of the Executive Director’s role and responsibilities; • market positioning and inflation; and • pay and conditions elsewhere in the Group. None. Salary increases in percentage terms will normally be in line with increases awarded to other head office employees in the relevant geography, but may be higher in certain circumstances. The circumstances may include but are not limited to: • where a new Executive Director has been appointed at a lower salary, higher increases may be awarded over an initial period as the Executive Director gains experience in the role; • where there has been an increase in the scope or responsibility of an Executive Director’s role; • where a salary has fallen significantly below market positioning. There is no maximum increase or opportunity. Pension To provide an income following retirement and assist the Executive Director in building wealth for their future. The Company operates an approved defined contribution pension arrangement, to which the Company may make contributions. A cash allowance may be provided in lieu of pension contributions. Company contributions or cash allowance of up to 35% of base salary may be paid in respect of each financial year of the Company. None. Corporate governance 45 Element and link to strategy Operation Maximum potential value Performance metrics None. Car allowance of up to £13,000 per annum. The cost of insured benefits may vary from year to year depending on the individual’s circumstances, and therefore the Committee has not imposed any overall maximum value on the benefit. Other benefits To provide appropriate benefits as part of a remuneration package that assists in recruiting, rewarding and retaining Executive Directors. Each Executive Director receives a tailored benefits package including (but not limited to) private health insurance for themselves, their spouse and dependent children, annual health screening, smartphone (or similar devices), life assurance, business travel and permanent health insurance. Travel benefits, including car allowance, company car, driver, the cost of fuel for private mileage, insurance, maintenance and servicing and travel to and from work (including any associated tax and social security charges) may also be provided. In the event that an Executive Director is required by the Group to relocate, other benefits may include, but are not limited to, the costs of relocation, housing, travel and education allowances and subsistence costs. Expenses incurred in the performance of duties for the Group may be reimbursed or paid for directly by the Company, as appropriate, including any tax or social security charges due on the expenses. The Executive Directors are eligible to receive other benefits (such as a colleague discount card) on the same terms as other eligible employees of the Group. Annual bonus To reward performance on an annual basis against key annual objectives. Performance objectives will be determined by the Committee at the beginning of the financial year. The Committee will assess performance against these objectives following the end of the relevant financial year. Awards are delivered wholly in cash, and are paid once the results for the year have been audited. The Committee may claw back awards up to three years after vesting if the Group’s accounts have been materially misstated or there has been an error in the calculation of any performance conditions that results in overpayment. The maximum annual bonus opportunity is 200% of base salary per annum. For 2015/16 maximum annual opportunities are: • Chief Executive Officer, Kate Swann – 200% of salary per annum. • Chief Financial Officer, Jonathan Davies – 125% of salary per annum. Performance is measured relative to targets in key financial, operational and/or strategic objectives over the financial year. The measures selected and their weightings may vary each year according to the strategic priorities. Entitlement to bonus only starts to accrue at a minimum threshold level of financial and individual performance. Below this level, no bonus will be paid. To earn a maximum bonus there must be outperformance against stretching objectives. SSP Group Annual Report and Accounts 2015Corporate governance46 Directors’ remuneration policy continued Element and link to strategy Operation Maximum potential value Performance metrics The maximum award that may be made is up to 200% of salary per annum under the rules of the plan in respect of any financial year of the Company. Performance Share Plan (‘PSP’) The PSP rewards the delivery of Company performance and shareholder value over the longer term. The awards are share based to align the interests of Executive Directors with those of shareholders. Awards may be made to Executive Directors at the discretion of the Committee in the form of conditional share awards, nil-cost options, forfeitable shares or equivalent rights. Awards will normally be subject to performance conditions set by the Committee measured over a period of at least three years. Awards will vest following the end of the performance period. Awards (other than forfeitable shares) may incorporate the right to receive (in cash or shares) the value of dividends that would have been paid on the award shares that vest between the grant and vesting of awards, which will, unless the Committee determines otherwise, assume the reinvestment of those dividends in the Company’s shares on a cumulative basis. The Committee has the discretion to reduce the number of shares subject to unvested awards if, prior to vesting, there is a material misstatement in the Company’s annual financial statements, or a material failure of risk management, or serious reputational damage to a member of the Group or relevant business unit. The Committee may claw back awards up to three years after vesting if the Group’s accounts have been materially misstated or there has been an error in the calculation of any performance conditions that results in overpayment. It is currently anticipated that for PSP awards performance will be based on: • 25% on relative Total Shareholder Return (‘TSR’) • 75% on Earnings per Share (‘EPS’) If the minimum level of performance is not achieved then none of the award will vest and the award will lapse. For performance at the threshold levels 25% of the award will vest. The whole award will vest if the maximum level of performance, or above, is achieved. Long-term incentive performance conditions are reviewed on an annual basis, and may vary to ensure that they are aligned with the corporate strategy. The Committee would seek to consult with its major shareholders as appropriate on any proposed material changes. All-employee share plans Executive Directors may participate on the same basis as other employees. Participants can contribute up to the relevant limits set out in the country plan. None. Non-Executive Directors Fees To attract and retain Non- Executive Directors of the calibre required to oversee the development and execution of the Company’s strategy. None. The Chairman’s fees are determined by the Committee. The Non-Executive Directors’ fees are determined by the Board. The total fees for Non-Executive Directors, including the Chairman, will not exceed the maximum stated in the Company’s Articles of Association. The level of fees takes into account the time commitment, responsibilities, market levels and the skills and experience required. Non-Executive Directors normally receive a basic fee and an additional fee for specific Board responsibilities, including chairmanship or membership of Board committees or acting as the Senior Independent Director. Additional fees may be paid to Non-Executive Directors on a per diem basis to reflect increased time commitment in certain limited circumstances. Expenses incurred in the performance of non-executive duties for the Company may be reimbursed or paid for directly by the Company, as appropriate, including any tax and social security due on the expenses. Non-Executive Directors may be provided with benefits to enable them to undertake their duties. Notes to the tables on pages 44 to 46 The Company also operates a shareholding policy – details can be found on page 39 of this report. The PSP will be operated in accordance with the plan rules. In accordance with the rules of the PSP, any performance condition may be substituted or varied if the Committee considers it appropriate, provided that the amended performance condition is in its opinion reasonable and not materially less difficult to satisfy. The plan rules also provide for the adjustment of awards in the event of any variation of the Company’s share capital, capital distribution, demerger, special dividend or other event having a material impact on the value of shares. Malus applies where stated in the above table. Other elements of remuneration are not subject to recovery provisions. Under Kate Swann’s service contract, if her employment is terminated by the Company making a payment in lieu of notice and the Company subsequently discovers that there were grounds for her summary dismissal, Kate Swann may be required to make a repayment equal to the net of tax value of any payments, benefits or shares received under any relevant bonus or incentive plan. Corporate governance47 The Committee reserves the right to make any remuneration payments and payments for loss of office (including exercising any discretions available to it in connection with such payments) that are not in line with the policy set out above where the terms of the payment were agreed: (i) before the policy came into effect (including payments relating to the admission); or (ii) at a time when the relevant individual was not a Director of the Company and, in the opinion of the Committee, the payment was not in consideration for the individual becoming a Director of the Company. For these purposes, ‘payments’ include the Committee satisfying awards of variable remuneration and an award over shares is ‘agreed’ at the time the award is granted. Performance measures and targets Annual bonus Annual bonus metrics and targets are selected to incentivise Directors to meet objectives for the year and are chosen in line with the following principles: • The targets set for financial measures should be incentivising and appropriately stretching. Targets may be adjusted by the Committee to take into account significant capital transactions during the year. • There should be flexibility to change the measures and weightings year-on-year in line with the needs of the business. PSP Performance conditions and targets are determined by the Committee to reflect the Group’s strategy and having regard to market practice within the Company’s business sector. For 2014 and 2015 awards, the measures were selected taking into account that: • Earnings per Share is considered by the Company to be the best indicator of long-term performance • Total Shareholder Return is a key objective of most of our shareholders. Remuneration arrangements throughout the Group Differences in the policies for Executive Directors and other employees in the Group generally reflect differences in market practice taking into account role and seniority. The remuneration policies for Executive Directors and the senior executive team are generally consistent in terms of structure and the performance measures used. All eligible employees may participate in the Company’s all-employee share plans in the relevant territory. Illustrative scenario analysis The following charts show the potential split between the different elements of the Executive Directors’ remuneration under three different performance scenarios: ‘Minimum’, ‘Target’ and ‘Maximum’ (see table below). CEO: Kate Swann CFO: Jonathan Davies £4,159k 37% 37% 26% £2,246k 17% 34% 49% £1,099k 100% Long-term incentive Annual bonus Fixed pay £517k 100% £899k 14% 28% 58% £1,537k 33% 33% 34% Minimum Target Maximum Minimum Target Maximum Long-term incentive Annual bonus Fixed pay Component ‘Minimum’ ‘Target’ ‘Maximum’ Fixed remuneration Base salary Annual base salary for 2015/16 Pension Benefits Chief Executive Officer: 35% of salary; Chief Financial Officer: 21% of salary Taxable value of annual benefits provided in the year ended 30 September 2015 Annual bonus Maximum opportunity Chief Executive Officer: 200% of salary; Chief Financial Officer: 125% of salary Vesting 0% of maximum opportunity 50% of maximum opportunity 100% of maximum opportunity Performance Share Plan* Maximum opportunity Chief Executive Officer: 200% of salary; Chief Financial Officer: 125% of salary Vesting 0% vesting 25% vesting 100% vesting * Excludes share price growth and dividends. SSP Group Annual Report and Accounts 2015Corporate governance48 Directors’ remuneration policy continued Approach to recruitment remuneration In the event that the Group appointed a new Executive Director, remuneration would be determined in line with the following principles: • The Committee will take into account all relevant factors, including the calibre and experience of the individual and the market from which they are recruited, while being mindful of the best interests of the Group and its shareholders and seeking not to pay more than is necessary. • So far as practical the Committee will look to align the remuneration package for any new appointment with the remuneration policy set out in the table on page 47. • Salaries may be higher or lower than the previous incumbent, but will be set taking into account the review principles set out in the policy table. Where appropriate the salaries may be set at an initially lower level, with the intention of increasing salary at a higher than usual rate as the Executive Director gains experience in the role. For interim positions a cash supplement may be paid rather than salary (for example a Non-Executive Director taking on an executive function on a short-term basis). • To facilitate recruitment the Committee may need to ‘buy-out’ terms or remuneration arrangements forfeited on joining the Company. Any buy-out would take into account the terms of the arrangements, in particular, any performance conditions and the time over which they would vest. The overriding principle would be that the value of any replacement buy-out awards should be no more than the commercial value of awards that have been forfeited. The form of any award would be determined at the time and the Committee may make buy-out awards under LR 9.4.2 of the Listing Rules (for buy-out awards only). • The maximum variable pay opportunity in respect of recruitment (excluding buy-outs) comprises a maximum annual bonus of 200% of annual salary and a maximum PSP grant of 200% of annual salary, as stated in the policy table on page 47. The Committee retains the flexibility to determine that, for the first year of appointment, any annual incentive award within this maximum will be subject to such terms as it may determine. Where an Executive Director is appointed from within the Company or following corporate activity/reorganisation (for example, merger with another company), the normal policy would be to honour any legacy arrangements in line with the original terms and conditions. Where the recruitment requires relocation of the individual, the Committee may provide for additional costs and benefits. On the appointment of a new Chairman or Non-Executive Director, the remuneration package will be consistent with the policy set out above. Details of Directors’ service contracts Executive Directors Executive Directors have rolling service contracts. None of the existing service contracts for Executive Directors makes any provision for termination payments, other than for payment in lieu of notice. Kate Swann’s payment in lieu of notice would be calculated by reference to the base salary and pension contributions (or equivalent allowance) in respect of any unexpired portion of the notice period. This payment can be made in instalments over the notice period and can be reduced where alternative employment is commenced during the notice period. Any such payment to Kate Swann would be repayable (net of tax) if it was subsequently discovered that the Company would have been permitted to dismiss her summarily. Jonathan Davies’s payment in lieu of notice would be calculated by reference to the base salary in respect of any unexpired portion of the notice period. This payment can be made in instalments over the notice period and can be reduced where alternative employment is commenced during the notice period. Corporate governance 49 The Executive Directors’ service contracts contain provisions relating to salary, car allowance, pension arrangements, medical insurance, life insurance, business travel insurance, company car, holiday and sick pay, and the reimbursement of reasonable out of pocket expenses incurred by the Executive Directors while on company business. Kate Swann’s service contract includes the provision that she is entitled to participate in the annual bonus scheme. For any new Executive Directors appointed their participation in the Company’s incentive plans will be at the discretion of the Remuneration Committee. The following service contracts in respect of Executive Directors who were in office during the year are rolling service contracts and therefore have no end date: Kate Swann Jonathan Davies 15 July 2014 15 July 2014 9 months 9 months 12 months 12 months Date of commencement of contract Notice period for Director Notice period for Company Service contracts for new Executive Directors will be limited to nine months’ notice for the Director and 12 months’ notice for the Company. Chairman The terms of the Chairman’s appointment broadly reflect the terms of the three-year appointments of the Non-Executive Directors. The Chairman’s appointment can be terminated at any time upon written notice, resignation or in accordance with the articles of association of the Company. The Chairman receives no benefits from the office other than fees and reimbursement of expenses incurred in performance of his duties, including any tax due on the expenses. He is not eligible to participate in Group pension arrangements. Non-Executive Directors All Non-Executive Directors have been appointed on an initial term of three years, subject to renewal thereafter. All are subject to annual re-election by shareholders. The Non-Executive Directors have letters of appointment which can be terminated at any time upon written notice, resignation or in accordance with the articles of association of the Company. Non-Executive Directors receive no benefits from their office other than fees and reimbursement of expenses incurred in performance of their duties, including any tax due on the expenses. They are not eligible to participate in Group pension arrangements. Effective date of appointment letter Current term expires Vagn Sørensen John Barton Ian Dyson Denis Hennequin Per Utnegaard 15 July 2014 15 July 2014 15 July 2014 15 July 2014 1 July 2015 14 July 2017 14 July 2017 14 July 2017 14 July 2017 30 June 2018 Directors’ service contracts are kept for inspection by shareholders at the Company’s registered office. Payments to departing Directors In the event that the employment of an Executive Director is terminated, any compensation payable will be determined by reference to the terms of the service contract between the Company and the employee, as well as the rules of any incentive plans. The Committee may structure any compensation payments in such a way as it deems appropriate, taking into account the circumstances of departure. In the event of the Company terminating an Executive Director’s contract, the level of compensation would be subject to mitigation if considered appropriate. SSP Group Annual Report and Accounts 2015Corporate governance 50 Directors’ remuneration policy continued Payment in lieu of notice Annual bonus Performance Share Plan awards In the event of termination by the Company of an Executive Director’s employment, a payment in lieu of notice may be paid. This payment would be equal to a maximum of annual base salary and cash allowance in lieu of pension in respect of any unexpired portion of the notice period. This payment can be made in instalments over the notice period and can be reduced where alternative employment is commenced during the notice period. Executive Directors may, at the determination of the Committee, remain eligible to receive an annual bonus for the financial year in which they ceased employment. Any such bonus will be determined by the Committee, taking into account time in employment and performance. On cessation of employment, any outstanding unvested awards will lapse unless the participant dies or is deemed to be a ‘good leaver’ by the Committee in its discretion. Where the participant is deemed to be a ‘good leaver’, any outstanding unvested awards will normally continue and will vest at the normal vesting date to the extent the original performance conditions have been satisfied. Awards will normally, unless the Committee determines that an alternative proportion of the awards should vest, be pro-rated for the portion of the vesting period completed in employment. The Committee may, in exceptional circumstances, or if the participant dies, decide to allow awards to vest on cessation of employment subject to the Committee’s assessment of performance against the original performance conditions at that time or the Committee’s assessment of the likely achievement of the performance conditions over the original performance period. Awards will normally, unless the Committee determines that an alternative proportion of the awards should vest, be pro-rated for the portion of the vesting period completed in employment. Payments in relation to statutory rights The Company may pay an amount considered reasonable by the Remuneration Committee in respect of an Executive Director’s statutory rights. Payments required by law The Company may pay damages, awards, fines or other compensation awarded to an Executive Director by any competent court or tribunal or other payments required to be made on termination of employment under applicable law. Professional fees The Company may pay an amount considered reasonable by the Remuneration Committee in respect of fees for legal and tax advice, and outplacement support for the departing Executive Director. Award under LR 9.4.2 Were an award to be made under LR 9.4.2 then the leaver provisions would be determined at the time of award. Takeovers and other corporate events Under the PSP, on a takeover or voluntary winding-up of the Company, PSP awards will vest in accordance with the rules of the plan. Vesting would be determined by the Committee based on the proportion of the vesting period that has elapsed and the extent to which the performance conditions have been satisfied, although the Committee has the discretion to determine that such greater proportion as it considers appropriate of the awards should vest, including where it considers the level of shareholder returns is at a superior level. In the event of a variation of share capital, demerger, capital distribution or any other event having a material impact on the value of the shares, the Committee may determine that outstanding PSP awards shall vest on the same basis as set out above for a takeover. Alternatively the Committee may (with the consent of the acquiring company) decide that PSP awards will not vest on a corporate event but will be replaced by new awards over shares in the new acquiring company or another company determined by the acquiring company. Bonuses may be paid in respect of the year in which the change of control or winding up of the Company occurs, if the Committee considers this appropriate. The Committee may determine the level of bonus taking into account any factors it considers appropriate. Amendments The Committee may make amendments to the terms of the Company’s incentive plans in accordance with the rules of those plans (which were summarised for shareholders in the Company’s IPO prospectus). The Committee may make minor amendments to the policy set out above (for regulatory, exchange control, tax, administrative purposes or to take account of a change in legislation) without obtaining shareholder approval for that amendment. Consideration of conditions elsewhere in the Group In making remuneration decisions, the Committee also considers the pay and employment conditions elsewhere in the Group. When reviewing and setting Executive Director remuneration, the Committee takes into account the pay and employment conditions of Group employees. The Group-wide pay review budget is one of the key factors when reviewing the salaries of the Executive Directors. Although the Group has not carried out a formal employee consultation regarding Board remuneration, it does comply with local regulations and practices regarding employee consultation more broadly. Consideration of shareholder views In reviewing and setting remuneration, including that of Executive Directors, the Committee receives updates on investors’ views, and may from time to time engage directly with investors and/or investor representative organisations on remuneration topics as appropriate. These lines of communication ensure that emerging best practice principles are factored into the Committee’s decision-making. Corporate governance51 Directors’ report This section of the annual report includes additional information required to be disclosed under the Companies Act 2006 (the ‘Act’), the UK Corporate Governance Code (the ‘Code’), the Disclosure and Transparency Rules (the ‘DTRs’) and the Listing Rules of the Financial Conduct Authority. Certain information required to be included in the Directors’ report is included in other sections of this annual report, including: • The strategic report on pages 1 to 25; • The corporate governance report on pages 26 to 31; • The Audit Committee report on pages 32 to 35; and • The Directors’ remuneration report on pages 36 to 50. The sections referred to above provide an overview of the strategy, development and performance of the Company’s business in the year ended and as at 30 September 2015, together with information on the approach of the Company to Corporate Governance and the constitution, work and effectiveness of the Board and its principal committees. These sections are incorporated by reference into the Directors’ report. Corporate information and Listing on the London Stock Exchange The Company was incorporated and registered in England and Wales on 9 March 2006 as a private company limited by shares under the Companies Act 1985 with the registered number 5735966. On 4 July 2014, the Company was re-registered as a public limited company. The Company’s registered office and principal place of business is at 169 Euston Road, London NW1 2AE. On 15 July 2014, the entire issued ordinary share capital of the Company was admitted to the premium listing segment of the Official List of the Financial Conduct Authority and to unconditional trading on the London Stock Exchange plc’s main market for listed securities under the ticker ‘SSPG’ (admission). Dividends The Directors declared an interim dividend of 2.1p per share in the 2015 financial year amounting to £10m (2014: £nil). In addition, the Directors are recommending a final dividend of 2.2p per share amounting to £10.5m which will result in a total dividend of 4.3p for the year amounting to £20.5m (2014: £nil). The final dividend will be paid on 16 March 2016 to shareholders on the register of members as at the close of business on 19 February 2016, subject to approval of shareholders at the AGM to be held on 4 March 2016. The ex-dividend date will be 18 February 2016. Share capital At 30 September 2015 there were 475,113,354 Ordinary shares of 1p in issue, which are fully paid up and are quoted on the London Stock Exchange. Further information regarding the Company’s issued share capital and movements in the financial year can be found in note 21 to the financial statements on pages 86 and 87. Powers conferred on the Directors in relation to issuing or buying back shares Subject to applicable law and the Company’s articles of association the Directors may exercise all powers of the Company, including the power to authorise the issue and/or market purchase of the Company’s shares (subject to an appropriate authority being given to the Directors by shareholders in general meeting and any conditions attaching to such authority). The shareholders delegated the following powers in relation to the issuing or market purchase by the Company of its shares at the Company’s 2015 Annual General Meeting: • authority to allow shares for cash and/or sell treasury shares without having to offer such shares to existing shareholders in connection with a rights issue or with a nominal value of up to approximately 5% of the Company’s issued share capital; and • authority to make market purchases of its own shares, up to a maximum of approximately 10% of the Company’s issued share capital. These standard authorities will expire on 31 March 2016, or at the conclusion of the AGM in 2016, whichever is the earlier. The Directors will seek to renew the authorities at the 2016 AGM in accordance with the latest Pre-Emption Group Guidelines. To date, neither authority has been exercised. During the 2015 financial year, 113,400 Ordinary shares in the Company were issued to satisfy Matching Share awards under the Company’s UK SIP. However, these do not count against the authorities granted by shareholders in accordance with the Companies Act 2006. Rights and restrictions on shares and transfers of shares Certain restrictions, which are customary for a listed company, apply to the rights and transfers of Ordinary shares in the Company. The rights and obligations attaching to the Company’s Ordinary shares, in addition to those conferred on their holders by law, are set out in the Company’s Articles of Association, copies of which can be obtained from Companies House in the UK or by writing to the Company Secretary. The key points are summarised on the next page. SSP Group Annual Report and Accounts 2015Corporate governance 52 Directors’ report continued Ordinary shares Notice of meetings must be given to every shareholder and to any person entitled to a share unless the Articles of Association or the rights of the shares say they are not entitled to receive them from the Company. The Board can decide that only people who are entered on the register of members at the close of business on a particular day are entitled to receive the notice. On a show of hands at a general meeting every member present in person shall have one vote and, on a poll, every member present in person or by proxy shall have one vote for every ordinary share held. No shareholder holds Ordinary shares which carry special rights relating to the control of the Company. Deferred Ordinary shares On 3 March 2015, the Company purchased 1,156,863 deferred Ordinary shares of £1/1,156,863 each in the capital of the Company for a total consideration of £1 under the terms of a contract that was approved by shareholders at the Company’s AGM held on 3 March 2015. Dividends and distributions on winding up to shareholders Holders of Ordinary shares may receive interim dividends approved by Directors and dividends declared in general meetings. On a liquidation and subject to a special resolution of the Company, the liquidator may divide among members in specie the whole or any part of the assets of the Company and may, for such purpose, value any assets and may determine how such division shall be carried out. Transfers of Ordinary shares The Articles of Association place no restrictions on the transfer of Ordinary shares or on the exercise of voting rights attached to them except: (i) in very limited circumstances (such as a transfer to more than four persons) and (ii) where the Company has exercised its rights to suspend their voting rights or to prohibit their transfer following the omission by their holder or any person interested in them to provide the Company with information requested by it in accordance with Part 22 of the Act. Restrictions on transfers may apply where the holder is precluded from exercising rights by the Listing Rules, the City Code on Takeovers and Mergers or any other regulations. Dealings subject to the Model Code of the Listing Rules Pursuant to the Listing Rules, Directors and other persons discharging managerial responsibilities and certain employees require the approval of the Company to deal in the Ordinary shares of the Company. Exercise of rights of shares in employee share schemes Awards held by relevant participants under the Company’s various share plans carry no rights until the shares are issued. The Trustee of the Performance Share Plan does not seek to exercise voting rights on existing shares held in the employee trust. Notification of major shareholdings Information provided to the Company pursuant to the Disclosure and Transparency Rules (DTRs) is published on a Regulatory Information Service and on the Company’s website. As at 24 November 2015, being the last practical date before the signing of these accounts, the following notifications of major shareholdings of 3% or more have been received by the Company under DTR5. The holdings shown below are correct at the date of notification. It should be noted that these holdings may have changed since the Company was notified as notification of any change is not required until the next notifiable threshold is crossed. Name Old Mutual plc Artemis Investment Management LLP Marathon Asset Management LLP BlackRock, Inc. Legal & General Group plc Schroders plc APG Asset Management N.V. JP Morgan Asset Management (UK) Limited and JP Morgan Investment Management Inc Royal London Asset Management Limited GIC Private Limited No. of Ordinary shares and voting rights notified % of voting rights as at the date of this report 67,939,055 35,067,425 28,119,834 25,560,788 23,923,262 23,720,071 19,768,617 17,000,000 16,873,681 15,000,000 14.30% 7.38% 5.92% 5.38% 5.04% 4.99% 4.16% 3.58% 3.55% 3.16% Notifications were also received from EQT IV Limited and Permian Investment Partners, LP during the year to disclose they no longer held notifiable interests. Directors Particulars of the Directors in office at the date of this report are listed on pages 26 and 27. Each of the Directors held office throughout the year, with the following exceptions: • on 1 July 2015, Per Utnegaard was appointed as a Non-Executive Director of the Company; and • on 18 June 2015, Per Franzén, EQT’s nominated director, resigned as a Non-Executive Director of the Company, following the sale of EQT IV Limited’s shareholding in the Company as announced on 28 May 2015. Corporate governance53 Appointment and removal of Directors The Company may, by ordinary resolution of the shareholders of the Company at a general meeting, remove any Director from office and elect another person in place of a Director so removed from office following recommendation by the Nomination Committee in accordance with its terms of reference for approval by the Board. The processes for the appointment and replacement of Directors are governed by the Company’s Articles of Association, the Code, the Act, the Listing Rules and related legislation. In accordance with the Code, all Directors stand for election at the AGM following their appointment, and stand for re-election on an annual basis. Powers of the Directors Subject to the Articles of Association, the Act and related legislation, any directions given by special resolution and any relevant statutes and regulations, the business of the Company will be managed by the Board who may exercise all the powers of the Company. Directors’ interests The Directors’ interests in shares and options over Ordinary shares in the Company are shown in the Directors’ remuneration report on page 39. In line with the requirements of the Act, each Director has notified the Company of any situation in which he or she has, or could have, a direct or indirect interest that conflicts, or possibly may conflict, with the interests of the Company (a situational conflict). These were considered and approved by the Board in accordance with the Company’s Articles of Association in September 2015 and each Director was informed of the authorisation and any terms on which it was given. The Board has formal procedures to deal with Directors’ conflicts of interest. The Board reviews and, where appropriate, approves certain situational conflicts of interest that are reported to it by Directors, and a register of those situational conflicts is maintained and will be reviewed by the Board going forward. Directors’ indemnities The Company has made qualifying indemnity provisions, as defined by section 236 of the Act, for the benefit of its Directors during the financial year ended 30 September 2015 and which remain in force at the date of this report. In addition, Directors and Officers of the Company and its subsidiaries are covered by Directors’ and Officers’ liability insurance. Awards under employee share schemes Details of employee share schemes and awards made during the year and held by Executive Directors as at 30 September 2015 are set out in the Directors’ remuneration report on pages 36 to 50. Details of awards made during the year and held by employees as at 30 September 2015 under the Performance Share Plan are disclosed in note 22 to the consolidated financial statements on page 88. Controlling shareholders Any person who exercises or controls on their own or together with any person with whom they are acting in concert, 30% or more of the votes able to be cast on all or substantially all matters at general meetings of a company are known as ‘controlling shareholders’. The Financial Conduct Authority Listing Rules require companies with controlling shareholders to enter into a written and legally binding agreement, which is intended to ensure that the controlling shareholder complies with certain independence provisions. As at 30 September 2015, the Company had no controlling shareholders. Annual General Meeting All holders of Ordinary shares are entitled to attend the Company’s AGM and all holders of Ordinary shares on the register at the relevant record date are entitled to receive the Notice of AGM, which will be posted at least 20 working days before the AGM. They are also entitled to speak at general meetings of the Company, to appoint one or more proxies or, if they are corporations, corporate representatives, and to exercise voting rights. Shareholders may vote and appoint proxies electronically. The notice of meeting specifies deadlines for exercising voting rights and appointing a proxy or proxies to vote in relation to resolutions to be put to the AGM. The AGM will be held on 4 March 2016. The results of the voting on resolutions will be made available to shareholders on the Group’s website after the meeting. At the meeting, the Group Chief Executive Officer and the Chairmen of the Board Committees will also be present to answer questions on any matters relating to the Group’s business. Shareholders will also have an opportunity to meet Directors informally after the meeting. Change of control Contracts There are a number of contracts that allow the counterparties to alter or terminate those arrangements in the event of a change of control of the Company. These arrangements are commercially sensitive and confidential and their disclosure could be seriously prejudicial to the Group. Other agreements The Company does not have agreements with any Director or Officer that would provide compensation for loss of office or employment resulting from a takeover, except that provisions of the Company’s share plans may cause options and awards granted under such plans to vest on a takeover. SSP Group Annual Report and Accounts 2015Corporate governance54 Directors’ report continued The Company’s main credit facilities, being the committed bank facilities dated 16 June 2014 (as amended from time to time), contain a provision such that in the event of a change of control, if a lender so requires, and has notified the agent within 10 business days of the agent notifying the lenders of the event, the commitment of that lender will be cancelled and all outstanding amounts, together with accrued interest under that commitment, will become repayable, on the date notified in writing by the agent that the relevant commitment has been cancelled (where such date must be not fewer than 10 business days after the date of the notice). Articles of Association The Articles of Association of the Company may be amended by special resolution of the shareholders. Political donations The Company’s policy is not to make political donations. Neither the Company nor its subsidiaries, during the financial year ended 30 September 2015, made any political donation to a political party, other political organisation or independent election candidate, or incurred any political expenditure or made any contribution to a non-EU political party. The Company will propose to shareholders at this year’s AGM that a precautionary authority be granted up to £25,000 in aggregate. Details are included in the Notice of AGM. Greenhouse gas emissions The Board has identified and assessed the significant environmental, social and governance risks to the Company’s short- and long-term value, as well as the opportunities to enhance value that may arise from improving its environmental performance. The sustainability report on pages 22 to 25 reports on environmental matters, including the impact of the Group’s businesses on the environment, the Group’s annual quantity of greenhouse emissions in tonnes of carbon dioxide, the Group’s employees, and on social and community issues. Treasury and risk management The Group’s financial risk management objectives and policies, including its hedging policy, and the main risks arising from the Group’s financial assets and liabilities are summarised on page 16 and in note 24 to the consolidated financial statements on pages 89 to 93. Going concern The financial information has been prepared on a going concern basis, in support of which, the Board has reviewed the Group’s trading forecasts for the next 12 months. These forecasts, which include detailed cash flow projections, comprise assumptions as to sales and profit performance by segment and by month and take account of the normal seasonality profile of the business. As a result, the Directors are confident that the assumptions underlying their forecasts are reasonable and that the Group will be able to operate within its banking covenants and available liquidity headroom. Notwithstanding the above however, there remains a risk that a downturn in the global economy could result in passenger numbers and consumer spending in the travel market which are worse than the Board is currently envisaging. As a result, the Directors have also reviewed forecasts which include sensitivities that make allowance for this risk. Should such a scenario arise, the Directors are confident they have adequate liquidity and covenant headroom to ensure that the Group can meet its liabilities as they fall due for the foreseeable future. Accordingly, the Directors believe that it is appropriate to prepare this financial information on a going concern basis. In addition, in accordance with provision C.2.2 of the UK Corporate Governance Code, published by the Financial Reporting Council in September 2014, the Directors have assessed the prospects and viability of the Group over a longer period than the 12 months required by the Going Concern provision on page 17 of the Strategic report. Auditor The auditor KPMG, has indicated its willingness to continue in office and a resolution that it will be re-appointed will be proposed at the AGM. Corporate governance55 Statement of disclosure of information to auditor So far as each Director in office on the date of this report is aware, there is no relevant audit information of which the Company’s auditor is unaware and the Directors have taken all the steps which they ought to have taken as Directors to make themselves aware of any relevant audit information and to establish that the Company’s auditor is aware of that information. This confirmation is given and should be interpreted in accordance with the provisions of section 418 of the Act. Forward-looking statements These reports and financial statements contains certain forward-looking statements which are subject to assumptions, risks and uncertainties; actual future results may differ materially from those expressed in or implied in such statements. Many of these assumptions, risks and uncertainties relate to factors that are beyond the Company’s ability to control or estimate precisely. The forward-looking statements reflect the knowledge and information available at the date of preparation of this annual report, and will not be updated during the year. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout these Reports and Financial Statements and include statements regarding the current intentions, beliefs or expectations of the Directors or the Company concerning, among other things, the results of operations, financial condition, prospects, growth, strategies, and dividend policy of the Company and the industry in which it operates. In particular, the statements regarding the Company’s strategy and other future events or prospects are forward-looking statements. Nothing in this annual report should be construed as a profit forecast. Approved by the Board and signed on its behalf by: Helen Byrne General Counsel and Company Secretary 25 November 2015 SSP Group Annual Report and Accounts 2015Corporate governance 56 Corporate governance Statement of Directors’ responsibility in respect of the annual report and the financial statements The Directors are responsible for preparing the annual report and the Group and Parent Company financial statements in accordance with applicable law and regulations. Company law requires the Directors to prepare Group and Parent Company financial statements for each financial year. Under that law, they are required to prepare the Group financial statements in accordance with IFRSs as adopted by the EU and applicable law and have elected to prepare the Parent Company financial statements in accordance with UK Accounting Standards. Under company law, the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and Parent Company and of their profit or loss for that period. In preparing each of the Group and Parent Company financial statements, the Directors are required to: • select suitable accounting policies and then apply them consistently; • make judgments and estimates that are reasonable and prudent; • for the Group financial statements, state whether they have been prepared in accordance with IFRSs as adopted by the EU; • for the Parent Company financial statements, state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the Parent Company financial statements; and • prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and the Parent Company will continue in business. The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Parent Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Parent Company and enable them to ensure that its financial statements comply with the Companies Act 2006. They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities. Under applicable law and regulations, the Directors are also responsible for preparing a Strategic report, Directors’ report, Directors’ remuneration report and Corporate governance statement that complies with that law and those regulations. The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Group’s website. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. Responsibility statement of the Directors in respect of the annual financial report We confirm that to the best of our knowledge: • the Group and Parent Company financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Parent Company and the undertakings included in the consolidation taken as a whole; and • the strategic report/directors’ report includes a fair review of the development and performance of the business and the position of the issuer and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face. We consider the Annual Report and Accounts 2015, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Group’s position and performance, business model and strategy. By order of the Board Kate Swann Chief Executive Officer 25 November 2015 Jonathan Davies Chief Financial Officer 25 November 2015 Financial statements 57 Independent auditor’s report to the members of SSP Group plc only Opinions and conclusions arising from our audit 1. Our opinion on the financial statements is unmodified We have audited the financial statements of SSP Group plc for the year ended 30 September 2015 set out on pages 60 to 102. In our opinion: • the financial statements give a true and fair view of the state of the Group’s and of the Parent Company’s affairs as at 30 September 2015 and of the Group’s profit for the year then ended; • the Group financial statements have been properly prepared in accordance with International Financial Reporting Standards as adopted by the European Union; • the Parent Company financial statements have been properly prepared in accordance with UK Accounting Standards; and • the financial statements have been prepared in accordance with the requirements of the Companies Act 2006; and, as regards the Group financial statements, Article 4 of the IAS Regulation. 2. Our assessment of risks of material misstatement In arriving at our audit opinion above on the financial statements, the risks of material misstatement that had the greatest effect on our audit were as follows: a) Valuation of goodwill and indefinite life intangible assets (£609.7m) Refer to Audit Committee report on page 35, notes 1 and 2 on pages 67 and 70 and note 11 on pages 77 and 78. The risk • The Group carries significant goodwill and indefinite life intangible assets resulting from acquisitions of businesses in a wide range of geographical locations. The Group’s business is impacted by economic trends such as levels of discretionary travel and consumer spending. There is a risk that the Group’s goodwill balance may not be recoverable due to economic and political uncertainty and poor trading conditions. The Group’s assessment of impairment of goodwill and indefinite life intangible assets is based on discounted future cash flow analysis. Due to the inherent uncertainty involved in preparing cash flow projections, including the subjectivity in determining the underlying assumptions, this is one of the most judgemental areas of the audit. Our response In this area our audit procedures were as follows: • We challenged the assumptions for key inputs used by the Group in their forecasts, such as projected market growth, future capital expenditure levels, revenue growth rates, cost projections and inflation, by comparing them to external data, industry norms and our expectations based on our knowledge and experience of the Group. Additionally, our valuation specialists assisted us in assessing the appropriateness of the methodology and assumptions used by the Group. We applied sensitivities to key assumptions to assess their impact on the recoverability of the assets. • We evaluated the historical accuracy of the Group’s forecasts by comparing actual to budgeted results. • We corroborated our understanding of any adverse changes in the business, such as anticipated decline in trading, with the Group’s forecasts and considered whether or not such events had been appropriately captured in the impairment models. • We compared the results of the discounted cash flows against the Group’s market capitalisation, after adjusting for its debt, to determine if there were any significant differences requiring further investigation. • We also considered the adequacy of the Group’s disclosure of the key risks and whether that disclosure reflected the risks inherent in the valuation of goodwill and indefinite life intangible assets. b) Completeness, existence and accuracy of current and deferred tax (net current tax liability: £13.9m, net deferred tax asset: £1.9m) Refer to the Audit Committee report on page 35, notes 1 and 2 on pages 69 and 70, note 8 on page 75 and note 13 on pages 79 and 80. The risk The Group operates in numerous tax jurisdictions. The interpretation of tax law can be complex and judgemental. Differences in tax laws may have a significant impact on how the Group calculates its current and deferred tax liabilities. Additionally, the outcomes of tax audits and related tax provisions may be different to those anticipated by the Group. The amount and timing of recognition of deferred tax assets involves judgement, as it is based on specific considerations, such as the future profitability of the business in various jurisdictions, local tax law and availability of temporary differences, such as an excess of capital allowances over depreciation or tax losses. During the current year, the Group has, following a period of realising tax losses, begun to demonstrate tax profits in some jurisdictions indicating that deferred tax assets can be recovered. Therefore this is one of the key judgement areas on which our audit is focused. SSP Group Annual Report and Accounts 201558 Financial statements Independent auditor’s report to the members of SSP Group plc only continued Our response In this area, our audit procedures were as follows: • We used our own tax specialists to assist us in assessing and challenging the assumptions and judgement made by the Group. We considered all significant differences between the statutory and effective rates in each jurisdiction and assessed whether adjustments to accounting profit are in accordance with accounting standards and local laws. • We considered the tax provisions made by the Group and the underlying assumptions. • In assessing the Group’s calculations, we have used both our own knowledge of recent tax cases and, where available, external data on the pattern of recent local tax settlements. We have inspected correspondence with relevant tax authorities and any relevant transfer pricing documentation to determine whether the tax provisions made by the Group were reasonable. • In assessing the level of deferred tax asset balances recognised in the consolidated balance sheet, we compared the assumptions used in respect of future taxable income to the Group’s long-term forecasts and budget for the relevant jurisdictions. • We considered whether the improving performance in certain jurisdictions, where there were unrecognised deferred tax assets, amounted to convincing evidence sufficient to support the recognition of deferred tax assets. In addition to profitability, we also considered other factors, such as the expected timing of reversal of temporary differences, any restrictions in accessing such temporary differences, and other qualitative factors specific to each of the jurisdictions in question. • We also assessed the adequacy of the Group’s disclosures in respect of current and deferred taxes. 3. Our application of materiality and an overview of the scope of our audit The materiality for the Group financial statements as a whole was set at £10.0m, determined with reference to a benchmark of Group revenue of £1,832.9m of which it represents 0.5%. We consider revenue to be the most appropriate benchmark as it provides a more stable measure year on year than Group profit before tax. We report to the Audit Committee any corrected or uncorrected identified misstatements exceeding £0.5m in addition to other identified misstatements that warranted reporting on qualitative grounds. Of the Group’s 11 reporting components, nine were subject to an audit for Group reporting purposes and two to reviews. The latter were not individually financially significant enough to require an audit for Group reporting purposes, but did present specific individual risks that needed to be addressed. Together, these audits cover 84% of Group revenue, 79% of Group profit before tax and 78% of Group total assets. The Group audit team instructed component auditors as to the significant areas to be covered, including the relevant risks detailed above and the information to be reported back. The Group audit team approved the component materialities, which ranged from £0.2m to £8m, having regard to the mix of size and risk profile of the Group across the components. The work on 11 of the Group’s 15 components was performed by component auditors and the rest by the Group audit team. In 2015, the Group audit team visited eight of the 15 component locations. Video and telephone conference meetings were also held with these component auditors and the majority of the others that were not physically visited. At these visits and meetings, the findings reported to the Group audit team were discussed in more detail. 4. Our opinion on other matters prescribed by the Companies Act 2006 is unmodified In our opinion: • The part of the Directors’ remuneration report to be audited has been properly prepared in accordance with the Companies Act 2006; • The information given in the Strategic report and the Directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements. 5. We have nothing to report on the disclosures of principal risks Based on the knowledge we acquired during our audit, we have nothing material to add or draw attention to in relation to: • the Directors’ statement on page 17, concerning the principal risks, their management, and, based on that, the Directors’ assessment and expectations of the Group’s continuing in operation over the three years to 30 September 2018; or • the disclosures in note 1 of the financial statements concerning the use of the going concern basis of accounting. Financial statements 59 6. We have nothing to report in respect of the matters on which we are required to report by exception Under ISAs (UK and Ireland) we are required to report to you if, based on the knowledge we acquired during our audit, we have identified other information in the annual report that contains a material inconsistency with either that knowledge or the financial statements, a material misstatement of fact, or that is otherwise misleading. In particular, we are required to report to you if: • we have identified material inconsistencies between the knowledge we acquired during our audit and the Directors’ statement that they consider that the annual report and financial statements taken as a whole is fair, balanced and understandable and provides the information necessary for shareholders to assess the Group’s performance, business model and strategy; or • the Audit Committee report on pages 32 to 35 does not appropriately address matters communicated by us to the Audit Committee. Under the Companies Act 2006 we are required to report to you if, in our opinion: • adequate accounting records have not been kept by the Parent Company, or returns adequate for our audit have not been received from branches not visited by us; or • the Parent Company financial statements and the part of the Directors’ remuneration report to be audited are not in agreement with the accounting records and returns; or • certain disclosures of Directors’ remuneration specified by law are not made; or • we have not received all the information and explanations we require for our audit. Under the Listing Rules, we are required to review: • the Directors’ statements, set out on pages 17 and 54, in relation to going concern and the longer-term viability; and • The part of the Corporate Governance Statement on pages 26 to 55 of the Annual Report and Accounts relating to the Parent Company’s compliance with the 11 provisions of the 2014 UK Corporate Governance Code specified for our review. We have nothing to report in respect of the above responsibilities. Scope of report and responsibilities As explained more fully in the Directors’ responsibilities statement set out on page 56, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. A description of the scope of an audit of financial statements is provided on the Financial Reporting Council’s website at www.frc.org.uk/auditscopeukprivate. This report is made solely to the Parent Company’s members as a body and is subject to important explanations and disclaimers regarding our responsibilities, published on our website at www.kpmg.com/uk/auditscopeukco2014a, which are incorporated into this report as if set out in full and should be read to provide an understanding of the purpose of this report, the work we have undertaken and the basis of our opinions. Tudor Aw (Senior Statutory Auditor) for and on behalf of KPMG, Statutory Auditor Chartered Accountants 15 Canada Square London, E14 5GL 25 November 2015 SSP Group Annual Report and Accounts 201560 Financial statements Consolidated income statement for the year ended 30 September 2015 Revenue Operating costs Operating profit Share of profit of associates Loss on disposal of business Finance income Finance expense Profit/(loss) before tax Taxation Profit/(loss) for the year Profit/(loss) attributable to: Equity holders of the Parent Company Non-controlling interests Profit/(loss) for the year Earnings/(loss) per share (pence): – Basic – Diluted 2015 Underlying* £m 2015 Adjustments £m Notes 2015 Total £m 2014 Underlying* £m 2014 Adjustments £m 3 5 12 12 7 7 8 21 4 4 1,832.9 (1,735.5) 97.4 1.6 – 0.7 (17.7) 82.0 (16.9) 65.1 58.2 6.9 65.1 12.3 12.2 – (5.2) (5.2) – – – – (5.2) 0.4 (4.8) (4.8) – (4.8) 1,832.9 1,827.1 (1,740.7) (1,738.6) 92.2 1.6 – 0.7 (17.7) 76.8 (16.5) 60.3 53.4 6.9 60.3 11.2 11.2 88.5 1.5 – 0.8 (29.0) 61.8 (17.9) 43.9 39.8 4.1 43.9 13.3 13.3 – (48.5) (48.5) – (0.7) – (26.1) (75.3) 3.6 (71.7) (71.7) – (71.7) 2014 Total £m 1,827.1 (1,787.1) 40.0 1.5 (0.7) 0.8 (55.1) (13.5) (14.3) (27.8) (31.9) 4.1 (27.8) (10.7) (10.7) * Underlying operating profit and underlying profit exclude items that are considered to be exceptional in nature. In the prior period, these included redundancy and restructuring costs associated with a number of significant organisation changes and costs in respect of the IPO and associated refinancing. The underlying numbers also exclude non-cash accounting adjustments relating to amortisation of intangible assets arising on acquisition of the SSP business in 2006. Financial statements 61 Consolidated statement of other comprehensive income for the year ended 30 September 2015 Other comprehensive income/(expense) Items that will never be reclassified to the income statement: Notes 2015 £m 2014 £m Remeasurements on defined benefit pension schemes 19 3.6 (3.9) Items that are or may be reclassified subsequently to the income statement: Net gain on hedge of net investment in foreign operations Other foreign exchange translation differences Effective portion of changes in fair value of cash flow hedges Cash flow hedges – reclassified to the income statement Income tax credit/(charge) relating to items that have or may be reclassified Other comprehensive (expense)/income for the year Profit/(loss) for the year Total comprehensive income/(expense) for the year Total comprehensive income/(expense) attributable to: Equity holders of the Parent Company Non-controlling interests Total comprehensive income/(expense) for the year 21.5 (25.3) (9.2) 0.9 1.0 (7.5) 60.3 52.8 45.1 7.7 52.8 22.2 (15.7) (2.6) 7.0 (0.9) 6.1 (27.8) (21.7) (24.6) 2.9 (21.7) 21 SSP Group Annual Report and Accounts 2015 62 Financial statements Consolidated balance sheet for the year ended 30 September 2015 Non-current assets Property, plant and equipment Goodwill and intangible assets Investments in associates Deferred tax assets Other receivables Current assets Inventories Tax receivable Trade and other receivables Cash and cash equivalents Total assets Current liabilities Short-term borrowings Trade and other payables Tax payable Non-current liabilities Long-term borrowings Post-employment beneﬁt obligations Provisions Derivative ﬁnancial liabilities Deferred tax liabilities Total liabilities Net assets Equity Share capital Share premium Capital redemption reserve Other reserves Retained earnings Total equity shareholders’ funds Non-controlling interests Total equity Notes 10 11 12 13 15 14 15 16 17 18 17 19 20 24 13 21 21 21 21 21 2015 £m 212.7 632.1 5.4 11.4 26.6 888.2 26.0 0.7 89.5 134.7 250.9 1,139.1 2014 £m 201.9 659.0 4.6 2.5 27.9 895.9 24.4 0.5 89.1 133.3 247.3 1,143.2 (27.7) (29.8) (329.3) (340.8) (14.6) (9.2) (371.6) (379.8) (426.8) (474.6) (13.7) (16.0) (9.8) (9.5) (17.9) (11.6) (0.9) (8.0) (475.8) (513.0) (847.4) (892.8) 291.7 250.4 4.7 461.2 1.2 (6.3) 5.9 461.2 – 5.6 (190.6) (241.4) 270.2 21.5 291.7 231.3 19.1 250.4 These ﬁnancial statements were approved by the Board of Directors on 25 November 2015 and were signed on its behalf by: Jonathan Davies Chief Financial Oﬃcer Consolidated statement of changes in equity for the year ended 30 September 2015 Financial statements 63 At 1 October 2013 (Loss)/profit for the year Other comprehensive income/(expense) for the year Capital reduction Capital reorganisation Shares issued in the year Dividends paid to non-controlling interests Share-based payments (note 22) At 30 September 2014 Profit for the year Other comprehensive (expense)/income for the year Cancellation of deferred shares (note 21) (1.2) Capital contributions from non-controlling interests (note 21) Dividends paid to equity shareholders (note 9) Dividends paid to non-controlling interests (note 21) Share-based payments (note 22) – – – – Share capital £m 5.4 – – Share premium £m 642.9 – – (4.2) (642.9) 2.5 2.2 – – 5.9 – – – 461.2 – – 461.2 – – – – – – – Capital redemption reserve £m Other reserves1 £m Retained earnings £m Total parent equity £m Non- controlling interests £m – – – – – – – – – – – 1.2 – – – – (5.6) – 11.2 – – – – – 5.6 – (11.9) – – – – – (857.6) (31.9) (3.9) 647.1 (2.5) – – 7.4 (241.4) 53.4 3.6 – – (214.9) (31.9) 7.3 – – 463.4 – 7.4 231.3 53.4 (8.3) – – (10.0) (10.0) 19.8 4.1 (1.2) – – – (3.6) – 19.1 6.9 0.8 – 1.1 – Total equity £m (195.1) (27.8) 6.1 – – 463.4 (3.6) 7.4 250.4 60.3 (7.5) – 1.1 (10.0) – 3.8 – (6.4) (6.4) 3.8 – 21.5 3.8 291.7 At 30 September 2015 4.7 461.2 1.2 (6.3) (190.6) 270.2 1 The decrease of £11.9m (2014: increase of £11.2m) comprises a decrease to the translation reserve of £4.3m (2014: increase of £6.8m) and a decrease to the cash flow hedging reserve of £7.6m (2014: increase of £4.4m). See note 21 for further details. SSP Group Annual Report and Accounts 201564 Financial statements Consolidated cash ﬂow statement for the year ended 30 September 2015 Cash ﬂows from operating activities Cash ﬂow from operations Exceptional redundancy and restructuring costs Exceptional IPO-related costs Tax paid Net cash ﬂows from operating activities Cash ﬂows from investing activities Dividends received from associates Interest received Proceeds from disposal of business Purchase of property, plant and equipment Purchase of other intangible assets Acquisition of business Net cash ﬂows used in investing activities Cash ﬂows from ﬁnancing activities Proceeds from share issue (Repayment)/drawdown of borrowings under post-IPO debt facility Repayment of borrowings under pre-IPO debt facility Repayment of ﬁnance leases Reﬁnancing fee paid in the year Interest paid Dividends paid to equity shareholders Dividends paid to non-controlling interests Capital contribution from non-controlling interests Exceptional IPO-related costs Settlement of the obligations to the B1 investors Other transaction costs Net cash ﬂows used in ﬁnancing activities Net increase/(decrease) in cash and cash equivalents Cash and cash equivalents at beginning of the year Eﬀect of exchange rate ﬂuctuations on cash and cash equivalents Cash and cash equivalents at end of the year Reconciliation of net cash ﬂow to movement in net debt Net increase/(decrease) in cash in the year Cash outﬂow from decrease in debt and ﬁnance leases Decrease in net debt resulting from cash ﬂows Translation diﬀerences Other non-cash changes Decrease in net debt in the year Net debt at beginning of the year Net debt at end of the year Notes 23 5 12 10 11 27 9 21 21 5 2015 £m 179.4 (2.8) – (17.3) 159.3 0.9 0.7 – (78.1) (3.7) (5.1) 2014 £m 177.2 (6.7) (21.0) (15.7) 133.8 1.2 0.8 0.2 (72.8) (3.2) – (85.3) (73.8) – (27.9) 467.1 510.0 – (1,009.8) (1.2) (1.0) (16.8) (10.0) (6.4) 1.1 – (9.2) (71.4) 2.6 133.3 (1.2) 134.7 2.6 29.1 31.7 20.3 (0.7) 51.3 (1.2) – (25.9) – (3.6) – (32.0) (10.7) (106.1) (46.1) 182.1 (2.7) 133.3 (46.1) 501.0 454.9 43.9 0.5 499.3 (371.1) (870.4) 24 (319.8) (371.1) Financial statements 65 Notes to consolidated financial statements 1. Accounting policies 1.1 Basis of preparation SSP Group plc (the ‘Company’) is a company incorporated in the United Kingdom under the Companies Act 2006. The Group financial statements consolidate those of the Company and its subsidiaries (together referred to as the ‘Group’) and equity-account the Group’s interest in associates. These financial statements have been prepared in accordance with International Financial Reporting Standards (‘IFRS’) as adopted by the EU and the Companies Act 2006 applicable to companies reporting under IFRS. The financial statements are presented in Sterling, which is the Company’s functional currency. All information is given to the nearest £0.1 million. The financial statements are prepared on the historical cost basis, except in respect of the derivative financial instruments that are stated at their fair value. The accounting policies set out below have, unless otherwise stated, been applied consistently to all periods presented in these financial statements. 1.2 Going concern These financial statements have been prepared on a going concern basis. The Board has reviewed the Group’s trading forecasts for the next 12 months. These forecasts, which include detailed cash flow projections, comprise assumptions as to sales and profit performance by segment and by month and take account of the normal seasonality profile of the business. As a result, the Directors are confident that the assumptions underlying their forecasts are reasonable and that the Group will be able to operate within its banking covenants and available liquidity headroom. Notwithstanding the above, however, there remains a risk that a downturn in the global economy could result in passenger numbers and consumer spending in the travel market that are worse than the Board is currently envisaging. As a result, the Directors have also reviewed forecasts that include sensitivities that make allowance for this risk. Should such a scenario arise, the Directors are confident they have adequate liquidity and covenant headroom to ensure that the Group can meet its liabilities as they fall due for the foreseeable future. Accordingly, the Directors believe that it is appropriate to prepare these financial statements on a going concern basis. In addition, in accordance with provision C.2.2 of the UK Corporate Governance Code, published by the Financial Reporting Council in September 2014, the Directors have assessed the prospects and viability of the Group over a longer period than the 12 months required by the Going Concern provision. Further details of this assessment are provided on page 17 of the Strategic report. 1.3 Basis of consolidation The financial statements of the Group consolidate the results of the Company and its subsidiary entities, together with the Group’s attributable share of the results of associates. All intercompany balances and transactions, including unrealised profits and losses arising from intragroup transactions, have been eliminated in full. Subsidiaries Subsidiaries are entities controlled by the Group. Control is the power to direct the relevant activities of the subsidiary that significantly affect the subsidiary’s return so as to have rights to the variable return from its activities. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. Losses applicable to the non-controlling interests in a subsidiary are allocated to the non-controlling interests even if doing so causes the non-controlling interests to have a deficit balance. Associates and jointly controlled entities An associate is an undertaking in which the group has a long-term equity interest and over which it has the power to exercise significant influence. Associates are accounted for using the equity method and are initially recognised at cost (including transaction costs). The Group’s interest in the net assets of associates is reported as an investment on the consolidated balance sheet and its interest in their results is included in the consolidated income statement below the Group’s operating profit. The Group’s investment in associates includes goodwill identified on acquisition, net of any accumulated impairment losses. The consolidated financial statements include the Group’s share of the total comprehensive income and equity movements of equity-accounted investees, from the date that significant influence commences until the date that significant influence ceases. When the Group’s share of losses exceeds its interest in an equity-accounted investee, the carrying amount of the Group’s investment is reduced to nil and recognition of further losses is discontinued except to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of an investee. Investments in associates are reviewed for impairment whenever events or circumstances indicate that the carrying amount may not be recoverable. The impairment review compares the net carrying value with the recoverable amount, where the recoverable amount is the higher of the value in use calculated as the present value of the Group’s share of the associates’ future cash flows and its fair value less costs to sell. SSP Group Annual Report and Accounts 201566 Financial statements Notes to consolidated financial statements continued 1. Accounting policies continued 1.4 Foreign currency Transactions in foreign currencies are translated to the respective functional currencies of Group entities at the foreign exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are retranslated to the functional currency at the foreign exchange rate ruling at that date. Foreign exchange differences arising on translation are recognised in the income statement, except for differences arising on the retranslation of a financial liability designated as a hedge of the net investment in a foreign operation that is effective, or qualifying cash flow hedges, which are recognised directly in other comprehensive income. Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction. The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on consolidation, are translated to the Group’s presentation currency, Sterling, at foreign exchange rates ruling at the balance sheet date. The revenues and expenses of foreign operations are translated at an average rate for the period where this rate approximates to the foreign exchange rates ruling at the dates of the transactions. Exchange differences arising from this translation of foreign operations are reported as an item of other comprehensive income and accumulated in the translation reserve or non-controlling interest, as appropriate. When a foreign operation is disposed of, such that control, joint control or significant influence is lost, the entire accumulated amount in the foreign currency translation reserve, net of amounts previously attributed to non-controlling interests, is recycled to the income statement as part of the gain or loss on disposal. When the Group disposes of only part of its interest in a subsidiary that includes a foreign operation while still retaining control, the relevant proportion of the accumulated amount is reattributed to non-controlling interests. When the Group disposes of only part of its investment in an associate or joint venture that includes a foreign operation while still retaining significant influence or joint control, the relevant proportion of the cumulative amount is recycled to the income statement. Exchange differences arising from a monetary item receivable from or payable to a foreign operation, the settlement of which is neither planned nor likely in the foreseeable future, are considered to form part of a net investment in a foreign operation and are recognised directly in equity in the translation reserve. Foreign currency differences arising on the retranslation of a hedge of a net investment in a foreign operation are recognised directly in equity, in the translation reserve, to the extent that the hedge is effective. When the hedged part of a net investment is disposed of, the associated cumulative amount in equity is recycled to the income statement as an adjustment to the profit or loss on disposal. 1.5 Classification of financial instruments issued by the Group Financial instruments issued by the Group are treated as equity only to the extent that they meet the following two conditions: (a) they include no contractual obligations upon the Group to deliver cash or other financial assets or to exchange financial assets or financial liabilities with another party under conditions that are potentially unfavourable to the Group; and (b) where the instrument will or may be settled in the Company’s own equity instruments, it is either a non-derivative that includes no obligation to deliver a variable number of the Company’s own equity instruments or is a derivative that will be settled by the Company exchanging a fixed amount of cash or other financial assets for a fixed number of its own equity instruments. To the extent that this definition is not met, the proceeds of issue are classified as a financial liability. 1.6 Non-derivative financial instruments Non-derivative financial instruments comprise investments in equity and debt securities, trade and other receivables, cash and cash equivalents, loans and borrowings, and trade and other payables. Trade and other receivables Trade and other receivables are recognised initially at fair value. Subsequent to initial recognition, they are measured at amortised cost using the effective interest method, less any impairment losses. Trade and other payables Trade and other payables are recognised initially at fair value. Subsequent to initial recognition, they are measured at amortised cost using the effective interest method. Cash and cash equivalents Cash and cash equivalents comprise cash balances and short-term deposits. Bank overdrafts that are repayable on demand and form an integral part of the Group’s cash management are included as a component of cash and cash equivalents. Interest-bearing borrowings Interest-bearing borrowings are recognised initially at fair value less attributable transaction costs. Subsequent to initial recognition, interest-bearing borrowings are stated at amortised cost using the effective interest method. 1.7 Derivative financial instruments and hedging Derivative financial instruments Derivative financial instruments are recognised at fair value. The gain or loss on remeasurement to fair value is recognised immediately in the income statement. However, where derivatives qualify for hedge accounting, recognition of any resultant gain or loss depends on the nature of the item being hedged, as set out below. Financial statements 67 Cash flow hedges Where a derivative financial instrument is designated as a hedge of the variability in cash flows of a recognised asset or liability, or a highly probable forecast transaction, the effective part of any gain or loss on the derivative financial instrument is recognised directly in the cash flow hedging reserve. Any ineffective portion of the hedge is recognised immediately in the income statement. If a hedge of a forecast transaction subsequently results in the recognition of a financial asset or a financial liability, the associated gains and losses that were recognised directly in equity are recycled into the income statement in the same period or periods during which the asset acquired or liability assumed affects profit or loss, i.e. when interest income or expense is recognised. For cash flow hedges, other than those covered by the preceding two policy statements, the associated cumulative gain or loss is removed from equity and recognised in the income statement in the same period or periods during which the hedged forecast transaction affects profit or loss. Fair value hedges Where a derivative financial instrument is designated as a hedge of the variability in fair value of a recognised asset or liability or an unrecognised firm commitment, all changes in the fair value of the derivative are recognised immediately in the income statement. The carrying value of the hedged item is adjusted by the change in fair value that is attributable to the risk being hedged (even if it is normally carried at cost or amortised cost) and any gains or losses on remeasurement are recognised immediately in the income statement (even if those gains would normally be recognised directly in reserves). 1.8 Property, plant and equipment Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses. Where parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items of property, plant and equipment. Leases in which the Group assumes substantially all the risks and rewards of ownership of the leased asset are classified as finance leases. Leased assets acquired by way of a finance lease are stated at an amount equal to the lower of their fair value and the present value of the minimum lease payments at inception of the lease, less accumulated depreciation and accumulated impairment losses. Depreciation is charged to the income statement on a straight-line basis over the estimated useful lives of each part of an item of property, plant and equipment. Land is not depreciated. The estimated useful lives are as follows: • Freehold buildings 2% per annum • Leasehold land and buildings the life of the lease • Plant and machinery 8% to 33% per annum • Fixtures, fittings, tools and equipment 8% to 33% per annum 1.9 Business combinations Business combinations are accounted for using the acquisition method as at the acquisition date, which is the date at which control is transferred to the Group. 1.10 Acquisitions and disposals of non-controlling interests in subsidiary undertakings Acquisitions and disposals of non-controlling interests that do not result in a change of control are accounted for as transactions with owners in their capacity as owners and, therefore, no goodwill is recognised as a result of such transactions. The adjustments to non-controlling interests are based on a proportionate amount of the net assets of the subsidiary. Any difference between the price paid or received and the amount by which non-controlling interests are adjusted is recognised directly in equity and attributed to the owners of the Parent Company. 1.11 Goodwill and intangible assets Goodwill Goodwill is allocated to cash-generating units and is not amortised but is tested annually for impairment. Goodwill is stated at cost less any accumulated impairment losses. Other intangible assets Expenditure on internally-generated goodwill and brands is recognised in the income statement as an expense as incurred. Other intangible assets that are acquired by the Group are stated at cost less accumulated amortisation and accumulated impairment losses. Amortisation Amortisation is charged to the income statement on a straight-line basis over the estimated useful lives of intangible assets (between 7% and 11% per annum) unless such lives are indefinite. Intangible assets with an indefinite useful life and goodwill are systematically tested for impairment at each balance sheet date. Other intangible assets are amortised from the date they are available for use. 1.12 Inventories Inventories comprise goods purchased for resale and consumable stores and are stated at the lower of cost and net realisable value. Cost is calculated using the first in first out method. SSP Group Annual Report and Accounts 201568 Financial statements Notes to consolidated financial statements continued 1. Accounting policies continued 1.13 Impairment excluding inventories and deferred tax assets Financial assets (including receivables) A financial asset not carried at fair value through profit or loss is assessed at each reporting date to determine whether there is objective evidence that it is impaired. A financial asset is impaired (with a charge to the income statement) if objective evidence indicates that a loss event has occurred after the initial recognition of the asset, and that the loss event has had a negative effect on the estimated future cash flows of that asset, which can be estimated reliably. An impairment loss in respect of a financial asset measured at amortised cost is calculated as the difference between its carrying amount and the present value of the estimated future cash flows discounted at the asset’s original effective interest rate. Interest on the impaired asset continues to be recognised through the unwinding of the discount. When a subsequent event causes the amount of impairment loss to decrease, the decrease in impairment loss is reversed through the income statement. Non-financial assets The carrying amounts of the Group’s non-financial assets, other than inventories and deferred tax assets, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. For goodwill and intangible assets that have indefinite useful lives or that are not yet available for use, the recoverable amount is estimated each period at the same time. The recoverable amount of an asset or cash-generating unit (or ‘CGU’) is the greater of its value in use and its fair value less costs to sell. For the purpose of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets. Subject to an operating segment ceiling test, for the purposes of goodwill impairment testing, CGUs to which goodwill has been allocated are aggregated so that the level at which impairment is tested reflects the lowest level at which goodwill is monitored for internal reporting purposes. Goodwill acquired in a business combination is allocated to CGUs or groups of CGUs that are expected to benefit from the synergies of the combination. An impairment loss is recognised if the carrying amount of an asset or its CGU exceeds its estimated recoverable amount. Impairment losses are recognised in the income statement. Impairment losses recognised in respect of CGUs are allocated first to reduce the carrying amount of any goodwill allocated to the units, and then to reduce the carrying amounts of the other assets in the unit (group of units) on a pro rata basis. An impairment loss in respect of goodwill is not reversed. For other assets, an impairment loss is reversed only to the extent the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised. 1.14 Employee benefits Defined benefit plans A defined benefit plan is a post-employment benefit plan other than a defined contribution plan. The Group’s net obligation in respect of defined benefit plans is calculated separately for each plan by estimating the amount of future benefit that employees have earned in the current and prior periods, discounting the amount and deducting the fair value of any plan assets. The calculation of defined benefit obligations is performed annually by a qualified actuary using the projected unit credit method. When the calculation results in a potential asset for the Group, the recognised asset is limited to the present value of the economic benefits available in the form of any future refunds from the plan or reductions in future contributions to the plan. To calculate the present value of economic benefits, consideration is given to any applicable minimum funding requirements. Remeasurements of the net defined liability, which comprise actuarial gains and losses, the return on plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest), are recognised immediately in other comprehensive income. Net interest expense and other expenses related to defined plans are recognised in the income statement. When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to past service or the gain or loss on curtailment is recognised immediately in the income statement. The Group recognises gains and losses on the settlement of a defined benefit plan when the settlement occurs. Defined contribution plans A defined contribution plan is a post-employment benefit plan under which the employing company pays fixed contributions into a separate entity and will have no legal or constructive obligation to pay further amounts. Obligations for contributions to defined contribution pension plans are recognised as an expense in the income statement in the periods during which services are rendered by employees. Short-term benefits Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided. A liability is recognised for the amount expected to be paid under a short-term cash bonus if the employing company has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably. Financial statements 69 Share-based payments Equity-settled share-based payments to employees are measured at the fair value of the equity instruments at the grant date. The fair value excludes the effect of service and non-market-based vesting conditions. The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, with a corresponding adjustment to equity reserves, based on the Group’s estimate of equity instruments that will eventually vest. At each balance sheet date, the Group revises its estimate of the number of equity instruments expected to vest as a result of service and non- market-based vesting conditions. The impact of changes to the original estimates, if any, is recognised in the income statement such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to equity reserves. 1.15 Provisions A provision is recognised in the balance sheet when the Group has a present legal or constructive obligation as a result of a past event, that can be reliably measured and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a rate that reflects risks specific to the liability. 1.16 Segment information Segment information is provided based on the geographical segments that are reviewed by the chief operating decision maker. In accordance with the provisions of IFRS 8, the Group’s chief operating decision maker is the Board of Directors. The operating segments are aggregated if they meet certain criteria. Segment results include items directly attributable to a segment, as well as those that can be allocated on a reasonable basis. Unallocated items comprise mainly head office expenses, finance income, finance charges and income tax. No disclosure is made for net assets/liabilities as these are not reported by segment to the chief operating decision maker. 1.17 Revenue Revenue represents amounts for retail goods and catering services supplied to third party customers excluding discounts, value-added tax and similar sales taxes. Sale of goods Revenue is recognised at the point of sale of food, beverage and retail goods. Provision of catering services Revenue is recognised in the period in which services are provided. 1.18 Supplier income The Group enters into agreements with suppliers to share the costs and benefits of promotional activity and volume growth. Supplier incentives, rebates and discounts are recognised within cost of sales as they are earned. 1.19 Exceptional items Exceptional items are those that, in management’s judgment, need to be disclosed by virtue of their size, nature or incidence, in order to draw the attention of the reader and to show the underlying business performance of the Group more accurately. Such items are included within the income statement caption to which they relate, and are separately disclosed either in the notes to the consolidated financial statements or on the face of the consolidated income statement. 1.20 Lease payments Operating lease payments Payments made under operating leases are recognised in the income statement on a straight-line basis over the term of the lease. Lease incentives received are recognised in the income statement as an integral part of the total lease expense. Finance lease payments Minimum lease payments are apportioned between the finance charge and the reduction of the outstanding liability. The finance charge is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability. 1.21 Finance income and expense Finance income comprises interest receivable on funds invested, dividend income and net foreign exchange gains. Finance expense comprises interest payable, finance charges on shares classified as liabilities, finance lease charges recognised in the income statement using the effective interest method, the unwinding of the discount on provisions, and net foreign exchange losses that are recognised in the income statement. Interest income and interest expense are recognised in the income statement as they accrue, using the effective interest method. Dividend income is recognised in the income statement on the date the entity’s right to receive payment is established. Foreign currency gains and losses are reported on a net basis. 1.22 Taxation Tax on the profit or loss for the period comprises current and deferred tax. Tax is recognised in the income statement except to the extent that it relates to items recognised directly in equity, in which case, it is recognised in equity. Current tax is the expected tax payable or receivable on the taxable income or loss for the period, using tax rates enacted or substantively enacted at the balance sheet date, and any adjustment to tax payable in respect of previous periods. SSP Group Annual Report and Accounts 201570 Financial statements Notes to consolidated financial statements continued 1. Accounting policies continued 1.22 Taxation continued Deferred tax is provided on temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. No provision is made for the following temporary differences: the initial recognition of goodwill; the initial recognition of assets or liabilities that affect neither accounting nor taxable profit other than in a business combination; and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the balance sheet date. A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available, against which the temporary difference can be utilised. 1.23 IFRSs not yet applied There are no IFRS, IFRS Interpretations Committee interpretations or amendments that have been issued but are not yet effective that would be expected to have a material impact on the Group. 1.24 Changes in accounting policy and disclosures The accounting policies adopted are consistent with those of the previous period except for the following new and amended IFRSs adopted as of 1 October 2014: • IFRS 10 Consolidated Financial Statements • IFRS 11 Joint Arrangements • IFRS 12 Disclosure of Interests in Other Entities • IAS 27 (2011) Separate Financial Statements • IAS 28 (2011) Investments in Associates and Joint Ventures The adoption of these accounting standards has not had a significant impact on the consolidated financial statements of the Group. 2. Accounting estimates and judgements The preparation of the consolidated financial statements requires management to make estimates, judgements and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. These estimates and assumptions are based on historical experience and other factors that are believed to be reasonable under the circumstances. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying value of assets and liabilities within the next financial year are discussed below. Goodwill and intangible assets The Group recognises goodwill and intangible assets that have arisen through acquisitions. These assets are subject to impairment reviews to ensure that the assets are not carried above their recoverable amounts. For goodwill and indefinite life intangible assets, reviews are performed annually. For other intangible assets, reviews are performed if events or circumstances indicate that this is necessary. The recoverable amounts of CGUs or groups of CGUs have been determined based on value in use calculations. These calculations require the use of estimates and assumptions consistent with the most up-to-date budgets and plans that have been formally approved by the Board. The key assumptions used for the value in use calculations are set out in note 11 to these financial statements. Current and deferred tax The Group is required to determine the corporate tax provision in each of the many jurisdictions in which it operates. During the ordinary course of business, there are transactions and calculations for which the ultimate tax determination is uncertain. As a result, the Group recognises tax liabilities based on estimates of whether additional taxes and interest will be due. The recognition of tax benefits and assessment of provisions against tax benefits requires management judgement. In particular, the Group is routinely subject to tax audits in many jurisdictions, which by their nature are often complex and can take several years to resolve. Provisions are based on management’s interpretation of country specific tax law and the likelihood of settlement. To the extent that the outcome differs from the estimates made, tax adjustments may be required in future periods. The evaluation of recoverability of deferred tax assets requires judgements to be made regarding the availability of future taxable income. Management therefore recognises deferred tax assets only where it believes it is probable that such assets will be realised. Financial statements 71 3. Segmental reporting SSP operates in the food and beverage travel sector, mainly at airports and railway stations. Management monitors the performance and strategic priorities of the business from a geographic perspective, and, in this regard, has identified the following four key ‘reportable segments’: the UK, Continental Europe, North America and the Rest of the World (‘RoW’). The UK includes operations in the United Kingdom and the Republic of Ireland; Continental Europe includes operations in the Nordic countries and in Western and Southern Europe; North America includes operations in the United States and Canada; and RoW includes operations in Eastern Europe, the Middle East and Asia Pacific. The Group’s management assesses the performance of the operating segments based on revenue and underlying operating profit. Interest income and expenditure are not allocated to segments, as they are managed by a central treasury function, which oversees the debt and liquidity position of the Group. The non-attributable segment comprises costs associated with the Group’s head office function and depreciation of central assets. Revenue is measured in a manner consistent with that in the income statement. 2015 Revenue Underlying operating profit/(loss) 2014 Revenue Underlying operating profit/(loss) UK £m 727.2 52.7 UK £m 720.5 40.0 Continental Europe £m 749.7 53.5 Continental Europe £m 803.5 57.4 North America £m 201.6 3.5 North America £m 168.0 (0.1) RoW £m 154.4 14.6 RoW £m 135.1 12.7 Non- attributable £m – (26.9) Non- attributable £m – (21.5) Total £m 1,832.9 97.4 Total £m 1,827.1 88.5 Disclosure in relation to net assets and liabilities for each reportable segment is not provided as these are only reported on and reviewed by management in aggregate for the Group as a whole. Additional information Although the Group’s operations are managed on a geographical basis, we provide additional information in relation to revenue, based on the type of travel locations as follows: Turnover Air Rail Other 2015 £m 989.9 723.5 119.5 1,832.9 The following amounts are included in underlying operating profit: 2015 Depreciation and amortisation* 2014 UK £m (16.5) Continental Europe £m (31.0) North America £m (15.7) RoW £m (4.8) Non- attributable £m (4.9) 2014 £m 949.8 756.0 121.3 1,827.1 Total £m (72.9) Depreciation and amortisation* (22.4) (29.9) (14.0) (5.2) (4.2) (75.7) *Excludes amortisation of acquisition-related intangible assets. SSP Group Annual Report and Accounts 2015 72 Financial statements Notes to consolidated financial statements continued 3. Segmental reporting continued A reconciliation of underlying operating profit to profit/(loss) before and after tax is provided as follows: Underlying operating profit Adjustments to operating costs Share of profit from associates Loss on disposal of business Finance income Finance expense Profit/(loss) before tax Taxation Profit/(loss) after tax 2015 £m 97.4 (5.2) 1.6 – 0.7 (17.7) 76.8 (16.5) 60.3 2014 £m 88.5 (48.5) 1.5 (0.7) 0.8 (55.1) (13.5) (14.3) (27.8) The Group’s customer base primarily represents individuals or groups of individuals travelling through airports and railway stations. It does not rely on a single major customer; therefore additional segmental information by customer is not provided. 4. Earnings/(loss) per share Basic earnings/(loss) per share is calculated by dividing the result for the year attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the year. Diluted earnings/(loss) per share is calculated by dividing the result for the year attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the year adjusted by potentially dilutive outstanding share options. In accordance with IAS 33, the dilutive earnings per share are without reference to adjustments in respect of outstanding share options where the impact would be anti-dilutive. Underlying earnings per share is calculated the same way except that the result for the year attributable to ordinary shareholders is adjusted for specific items, as detailed below: Profit/(loss) attributable to ordinary shareholders Adjustments: Exceptional operating costs Amortisation of acquisition-related intangibles Loss on disposal of business Exceptional finance costs Tax effect of adjustments Underlying profit attributable to ordinary shareholders Basic weighted average number of shares Dilutive potential ordinary shares Diluted weighted average number of shares Earnings/(loss) per share (pence): – Basic – Diluted Underlying earnings per share (pence): – Basic – Diluted 2015 £m 53.4 – 5.2 – – (0.4) 58.2 2014 £m (31.9) 43.2 5.3 0.7 26.1 (3.6) 39.8 475,040,543 299,493,591 1,137,801 113,880 476,178,344 299,607,471 11.2 11.2 12.3 12.2 (10.7) (10.7) 13.3 13.3 The 2014 weighted average number of shares reflects the increase in share capital on 15 July 2014 as a result of a capital reorganisation completed in preparation for the IPO, together with the issue of new ordinary shares at IPO. 5. Operating costs Cost of food and materials: Cost of inventories consumed in the period Labour cost: Employee remuneration Overheads: Depreciation of property, plant and equipment Amortisation of intangible assets – software Amortisation of acquisition-related intangible assets Rentals payable under operating leases* Other overheads Exceptional operating costs Financial statements 73 2015 £m 2014 £m (604.3) (612.1) (541.7) (541.8) (68.0) (4.9) (5.2) (311.6) (205.0) – (1,740.7) (72.5) (3.2) (5.3) (301.8) (207.2) (43.2) (1,787.1) *The Group’s rentals payable consist of fixed and variable elements depending on the levels of revenue earned from the respective sites. The fixed element of rent payable during the year was £207.6m (2014: £199.9m) Adjustments to operating costs Redundancy and restructuring costs1 Costs in respect of the IPO2 Share-based payments3 Exceptional operating costs Amortisation of intangible assets arising on acquisition 2015 £m – – – – (5.2) (5.2) 2014 £m (9.5) (26.6) (7.1) (43.2) (5.3) (48.5) Underlying operating profit excludes items that are considered to be exceptional in nature. In the prior year, these included redundancy and restructuring costs associated with a number of significant organisation changes and costs in respect of the IPO and associated refinancing. In both years, it also excludes non-cash accounting adjustments relating to amortisation of intangible assets arising on the acquisition of the SSP business in 2006. In the current year, there are exceptional cash outflows of £12.0m (comprising £2.8m of redundancy and restructuring costs and £9.2m of IPO related costs) reflecting amounts accrued in 2014 but paid in 2015. The exceptional costs charged to operating profit in the prior year are detailed below: 1 The redundancy and restructuring costs were associated with a number of significant organisation changes. 2 Certain professional and advisory fees were incurred as part of the process of obtaining admission to list the Company’s shares on the London Stock Exchange through an Initial Public Offering (IPO). In addition, costs of £3.7m were recognised directly in equity (as a charge to share premium). 3 A charge of £7.1m was incurred in respect of an aggregate of 3,329,904 ordinary shares awarded by the Company’s previous majority shareholder to the Executive Directors and certain other members of management at the time of the Company’s admission to the London Stock Exchange. Auditor’s remuneration: Audit of these financial statements Audit of financial statements of subsidiaries pursuant to legislation Tax compliance services Non-audit services in relation to the IPO 2015 £m 0.2 0.6 0.2 – 1.0 2014 £m 0.2 0.6 0.2 2.1 3.1 Amounts paid to the Company’s auditor and its associates in respect of services to the Company, other than the audit of the Company’s financial statements, have not been disclosed as the information is required instead to be disclosed on a consolidated basis. SSP Group Annual Report and Accounts 2015 74 Financial statements Notes to consolidated financial statements continued 6. Staff numbers and costs The average number of persons employed by the Group (including Directors) during the year, analysed by category, was as follows: Operations Sales and marketing Administration The aggregate payroll costs of the Group were as follows: Wages and salaries Social security costs Other pension costs Share-based payments (note 22) 7. Finance income and expense Finance income: Interest income Total finance income Finance expense: Total interest expense on financial liabilities measured at amortised cost2,3 Net change in fair value of cash flow hedges utilised in the year Swap break costs1 Unwind of discount on provisions Net interest expense on defined benefit pension obligations Other Total finance expense Adjustments to finance expense: Swap break costs1 Additional consideration payable to B1 investors2 Other net interest credit3 Number of employees 2015 28,828 127 1,257 30,212 2014 27,813 475 1,169 29,457 2015 £m 2014 £m (470.3) (474.6) (57.5) (10.1) (3.8) (541.7) 2015 £m 0.7 0.7 (13.9) (0.9) – (1.3) (0.5) (1.1) (17.7) 2015 £m - - - - (57.4) (9.5) (0.3) (541.8) 2014 £m 0.8 0.8 (44.9) (3.0) (4.0) (1.6) (0.6) (1.0) (55.1) 2014 £m (4.0) (32.0) 9.9 (26.1) On 15 July 2014, the Company completed an IPO, as a result of which its shares were listed on the London Stock Exchange, and on the same day it restructured its debt facilities, resulting in the following items: 1 Interest rate swaps were terminated, resulting in an exceptional charge of £4.0m. 2 The Company paid £32.0m additional consideration as settlement of its obligations to its B1 investors (broadly, the providers of junior debt). 3 Unamortised fees of £4.6m relating to the Group’s pre-IPO financing arrangements were written off in full. At the same time, interest charges accrued in prior periods of £14.5m relating to an effective interest rate adjustment on the pre-IPO debt were credited to the income statement. 8. Taxation Current tax expense: Current year Adjustments for prior years Deferred tax expense: Origination and reversal of temporary differences Recognition of deferred tax assets not previously recognised Adjustments for prior years Total tax expense Financial statements 75 2015 £m (22.3) (1.4) (23.7) (1.2) 7.2 1.2 7.2 (16.5) 2014 £m (12.2) (0.1) (12.3) (1.9) – (0.1) (2.0) (14.3) Reconciliation of effective tax rate The tax expense for the year is different to the standard rate of corporation tax in the UK of 20.5% (2014: 22%) applied to the profit (2014: loss) before tax for the year. The differences are explained below: Profit/(loss) before taxation Tax (charge)/credit using the UK corporation tax rate of 20.5% (2014: 22%) Non-deductible expenses Effect of tax rates in foreign jurisdictions Withholding taxes Secondary and irrecoverable taxes Temporary differences for which no deferred tax was recognised Recognition of deferred tax assets not previously recognised Adjustments for prior years Exceptional operating and finance costs (non-deductible) Total tax expense Factors that may affect future tax charges 2015 £m 76.8 (15.7) (0.3) (1.4) (0.5) (2.0) (3.6) 7.2 (0.2) – (16.5) 2014 £m (13.5) 3.0 (1.4) 1.5 (0.6) (1.3) (2.9) – (0.2) (12.4) (14.3) The Group expects the tax rate in the future to be affected by the geographical mix of profits and the different tax rates that will apply to those profits, the use of brought forward tax losses and the outcome of tax audits. Reductions in the corporation tax rate in the UK from 23% to 21% (effective from 1 April 2014) and to 20% (effective from 1 April 2015) were substantively enacted on 2 July 2013. Further reductions to 19% (effective from 1 April 2017) and to 18% (effective from 1 April 2020) were substantively enacted on 26 October 2015. The Group has significant tax losses in certain jurisdictions, and these will be recognised in future periods as and when use is determined to be probable based on estimates of future profitability in those jurisdictions and the tax legislation applying at the relevant times. The Group is routinely subject to audit by tax authorities in the territories in which it operates, and, where appropriate, holds provisions for the potential tax liabilities that might arise. To the extent that the outcome differs from the estimates made, tax adjustments may be required in future periods. 9. Dividends An interim dividend of 2.1p per share, amounting to £10.0m was paid and recognised as a dividend in the year (2014: £nil). The proposed final dividend of 2.2p per share, totalling £10.5m (2014: £nil), is not included as a liability in these financial statements, and will be paid, subject to shareholder approval, on 16 March 2016 to shareholders on the register on 19 February 2016. SSP Group Annual Report and Accounts 2015 76 Financial statements Notes to consolidated ﬁnancial statements continued 10. Property, plant and equipment Cost At 1 October 2013 Additions Disposals Eﬀects of movements in foreign exchange Other movements At 30 September 2014 Additions1 Disposals Business acquisition Eﬀects of movements in foreign exchange Other movements At 30 September 2015 Depreciation At 1 October 2013 Charge for the period Disposals Eﬀects of movements in foreign exchange Other movements At 30 September 2014 Charge for the period Disposals Eﬀects of movements in foreign exchange Other movements At 30 September 2015 Net book value At 30 September 2015 At 30 September 2014 At 1 October 2013 Land, buildings and leasehold improvements £m Equipment, ﬁxtures and ﬁttings £m 102.2 12.7 (13.4) (2.1) 14.9 114.3 17.7 (12.3) – 2.6 3.6 125.9 (69.9) (11.8) 13.4 1.2 (5.5) (72.6) (12.7) 12.3 (1.1) – 638.0 60.1 (65.3) (24.4) (15.3) 593.1 60.4 (43.5) 1.2 (17.8) (1.5) 591.9 (460.3) (60.7) 65.3 16.9 5.9 (432.9) (55.3) 43.5 13.2 0.5 Total £m 740.2 72.8 (78.7) (26.5) (0.4) 707.4 78.1 (55.8) 1.2 (15.2) 2.1 717.8 (530.2) (72.5) 78.7 18.1 0.4 (505.5) (68.0) 55.8 12.1 0.5 (74.1) (431.0) (505.1) 51.8 41.7 32.3 160.9 160.2 177.7 212.7 201.9 210.0 1 Included in other movements in 2015 is £2.7m (2014: £nil) in respect of increases to the restoration costs provision (see note 20). At 30 September 2015, the net carrying amount of equipment, ﬁxtures and ﬁttings held under ﬁnance leases was £0.9m (2014: £1.6m). Depreciation for the year on these assets was £1.1m (2014: £1.4m). The leased equipment secures lease obligations. SSP Group Annual Report and Accounts 2015 Financial statements 77 11. Goodwill and intangible assets Indeﬁnite life intangible assets £m Deﬁnite life intangible assets £m Goodwill £m Software £m Cost At 1 October 2013 Additions Disposals Eﬀects of movement in foreign exchange Other movements At 30 September 2014 Additions Business acquisition Eﬀects of movement in foreign exchange Other movements At 30 September 2015 Amortisation At 1 October 2013 Charge for the period Disposals Eﬀect of movements in foreign exchange Other movements At 30 September 2014 Charge for the period Eﬀect of movements in foreign exchange Other movements At 30 September 2015 Net book value At 30 September 2015 At 30 September 2014 At 1 October 2013 Total £m 753.1 3.2 (0.1) (31.0) 0.4 725.6 3.7 4.3 (25.5) 0.6 708.7 (58.3) (8.5) 0.1 0.5 (0.4) (66.6) (10.1) 0.6 (0.5) 607.3 – – (30.5) – 576.8 – – (24.7) – 552.1 – – – – – – – – – – 57.9 – – (0.2) – 57.7 – – (0.1) – 57.6 – – – – – – – – – – 58.7 – – (0.4) – 58.3 – 4.3 (0.3) – 62.3 (37.1) (5.3) – 0.4 - (42.0) (5.2) 0.2 – 29.2 3.2 (0.1) 0.1 0.4 32.8 3.7 – (0.4) 0.6 36.7 (21.2) (3.2) 0.1 0.1 (0.4) (24.6) (4.9) 0.4 (0.5) (47.0) (29.6) (76.6) 552.1 576.8 607.3 57.6 57.7 57.9 15.3 16.3 21.6 7.1 8.2 8.0 632.1 659.0 694.8 Goodwill relates to the acquisition of the SSP business in June 2006 through the purchase of various Compass Group PLC subsidiaries by subsidiaries of the Company. The indeﬁnite life intangible assets relate to the Group’s own brands and the deﬁnite life intangible assets relate to franchise rights in respect of third-party brands. 78 Financial statements Notes to consolidated ﬁnancial statements continued 11. Goodwill and intangible assets continued Impairment tests for goodwill and indeﬁnite life intangible assets Goodwill and indeﬁnite life intangible assets are allocated to the Group’s CGUs identiﬁed according to operating segment. Details of goodwill and indeﬁnite life intangible assets allocated to CGUs or groups of CGUs are provided in the table below: UK Continental Europe North America Rest of the World Goodwill Indeﬁnite life intangible assets 2015 £m 169.0 307.0 12.5 63.6 552.1 2014 £m 169.0 332.7 11.8 63.3 576.8 2015 £m 55.5 2.1 – – 2014 £m 55.5 2.2 – – 57.6 57.7 The Group tests goodwill and indeﬁnite life intangible assets annually for impairment. This did not result in any impairment in the year (2014: £nil). The recoverable amount of all CGUs is determined based on value in use calculations. These calculations use cash ﬂow projections based on ﬁnancial budgets and forecasts approved by the Board, and include a terminal value based on expectations of growth thereafter. The key assumptions for these calculations are shown below: 2015 Growth rate applied beyond approved forecast period Discount rate Forecast period1 2014 Growth rate applied beyond approved forecast period Discount rate Forecast period1 UK Continental Europe North America 2.0% 7.0% 5 years 2.0% to 3.0% 7.0% to 9.9% 5 years 2.0% 7.0% 5 years UK Continental Europe North America 2.0% 8.1% 5 years 2.0% to 3.0% 7.5% to 8.5% 5 years 2.0% 7.5% 5 years RoW 5.0% 7.0% to 10.5% 5 years RoW 5.0% 7.5% to 11.5% 5 years 1The cash ﬂow forecast period is based on management’s three-year medium term plan, a further year of assumed growth, followed by a ﬁnal year showing a terminal value based on the rates as shown in the table above. The values applied to the key assumptions in the value in use calculations are derived from a combination of external and internal factors, based on past experience together with management’s future expectations about business performance. Sensitivity analysis A sensitivity analysis has been performed in assessing the recoverability of goodwill and indeﬁnite life intangible assets. For each operating segment, an increase of 0.5% in the discount rate or a decrease in the growth rate of 0.5% would not result in the carrying amount for any CGU or groups of CGUs exceeding its recoverable amount. Financial statements 79 12. Investments in associates The Group’s share of the results of its associates, all of which are unlisted, and its share of the aggregated assets and liabilities, are as follows: Assets Liabilities Revenue Profit The following table summarises the movement in investments in associates during the year: At beginning of the year Profits for the year Dividends received Disposal (see below) Currency adjustment At end of the year 2015 £m 13.4 (10.0) 38.7 1.6 2015 £m 4.6 1.6 (0.9) – 0.1 5.4 2014 £m 8.8 (6.5) 38.3 1.5 2014 £m 5.3 1.5 (1.2) (0.7) (0.3) 4.6 The financial information of the Group’s associates included in their own financial statements required by IFRS 12 Disclosure of Interests in Other Entities has not been presented as all the Group’s associates are immaterial individually and in aggregate. Details of the Group’s interests in associates are shown in note 39. In 2014, the Group sold its 49% share in each of Momentum Services Limited and Lounge Services SAS for a combined cash consideration of £0.2m, resulting in a loss on disposal of £0.7m. 13. Deferred tax assets and liabilities Recognised deferred tax assets and liabilities Deferred tax assets and liabilities are attributable to the following: Intangible assets Property, plant and equipment Provisions Tax loss carry forwards Other Deferred tax assets/(liabilities) Set-off Deferred tax assets/(liabilities) Movement in net deferred tax during the year: Intangible assets Property, plant and equipment Provisions Tax loss carry forwards Other Assets 2015 £m – 7.0 4.3 2.5 1.5 15.3 (3.9) 11.4 2014 £m – 4.2 0.6 3.0 0.1 7.9 (5.4) 2.5 Liabilities 2015 £m (8.2) (2.1) (0.1) – (3.0) (13.4) 3.9 (9.5) 2014 £m (8.9) (2.3) – – (2.2) (13.4) 5.4 (8.0) 1 October 2014 £m Recognised in the year £m Currency adjustment £m 30 September 2015 £m (8.9) 1.9 0.6 3.0 (2.1) (5.5) 0.7 2.9 3.6 (0.6) 0.6 7.2 – 0.1 – 0.1 – 0.2 (8.2) 4.9 4.2 2.5 (1.5) 1.9 SSP Group Annual Report and Accounts 2015 80 Financial statements Notes to consolidated financial statements continued 13. Deferred tax assets and liabilities continued Unrecognised deferred tax assets and liabilities Unrecognised deferred tax assets and liabilities in these financial statements are attributable to the following: Property, plant and equipment Tax losses Provisions Assets 2015 £m 18.6 77.0 6.9 102.5 2014 £m 18.0 72.9 5.9 96.8 Liabilities 2015 £m – – – – 2014 £m – – – – The above deferred tax assets have not been recognised either because of uncertainty over the future profitability of the relevant companies within the Group to which the deferred tax assets relate, or because the deferred tax assets relate to tax losses which are subject to restrictions on use or forfeiture, due, for example, to time restrictions, or change of ownership rules. £18.6m of the Group’s unrecognised deferred tax assets relate to the UK, with the balance relating to unrecognised deferred tax assets in overseas jurisdictions, mainly the US and certain countries in Europe. The largest proportion of the unrecognised deferred tax assets relate to brought forward losses in territories where operations have been loss-making for some time. Profitability forecasts for these territories are reviewed carefully and used as the basis for considering the recognition of deferred tax assets. No deferred tax liability has been recognised on the unremitted earnings of overseas subsidiaries and associates based on the current repatriation policy of the Group and the fact that, given the current tax regimes in the countries in which the Group operates, no withholding or other tax should arise should the Group choose to remit the earnings of those subsidiaries, or should associates choose to remit their earnings. As such, no deferred tax liability has been recognised in respect of undistributed earnings. 14. Inventories Food and beverages Other 15. Trade and other receivables Trade receivables Other receivables1 Prepayments and accrued income Of which: Non-current (other receivables) Current 2015 £m 21.6 4.4 26.0 2015 £m 34.5 32.0 49.6 116.1 26.6 89.5 1 Other receivables include long-term security deposits of £21.4m (2014: £24.8m) relating to some of the Group’s concession agreements. 16. Cash and cash equivalents Cash at bank and in hand Short-term bank deposits 2015 £m 88.0 46.7 134.7 2014 £m 20.4 4.0 24.4 2014 £m 33.5 50.5 33.0 117.0 27.9 89.1 2014 £m 86.0 47.3 133.3 17. Short-term and long-term borrowings Current liabilities Bank loans Finance leases Non-current liabilities Bank loans Finance leases Bank loans Financial statements 81 2015 £m (27.2) (0.5) (27.7) (425.6) (1.2) (426.8) 2014 £m (28.6) (1.2) (29.8) (473.3) (1.3) (474.6) • On 15 January 2015, the Group’s leverage met criteria required within its facility agreement to reduce the margin payable on debt in each of Facility A and Facility B by 0.25% per annum. • On 15 July 2015, the Group completed an amend and extend of its debt facilities, resulting in a further 0.50% per annum reduction in the margin payable on all drawn facilities and the debt was extended by an additional year. Furthermore, the Revolving Credit Facility was reduced from £75m to £50m. Arrangement fees associated with the amend and extend amounted to £1.0m. These costs were capitalised and offset against the amount of the bank loan in the year. The amend and extend is a renegotiation of existing debt and did not constitute a substantial modification as defined by IAS 39 Financial Instruments: Recognition and Measurement. • As at 30 September 2015, the Group had Facility A borrowings of £215.2m. This debt matures on 15 July 2020 and accrues cash-pay interest at LIBOR (or equivalent benchmark rate) plus a margin of 1.75% per annum as at 30 September 2015. During the year, the margin was approximately 2.24% per annum. Facility A debt requires a mandatory payment of 11.7% of the debt annually in July. In accordance with the facility agreement, the margin can fall in increments of 0.25% per annum to no lower than 1.25% per annum, should the Group meet the required criteria. • As at 30 September 2015, the Group had Facility B borrowings of £243.8m. This debt matures on 15 July 2020 and accrues cash-pay interest at LIBOR (or equivalent benchmark rate) plus a margin of 2.00% per annum at 30 September 2015. During the year, the margin was approximately 2.49% per annum. In accordance with the facility agreement, the margin can fall in increments of 0.25% per annum to no lower than 1.50% per annum, should the Group meet the required criteria. • As at 30 September 2015, the Group has a committed Revolving Credit Facility of £50m. This committed facility matures on 15 July 2020. This facility was undrawn throughout the financial year ended 30 September 2015. A commitment fee also applies to the facility. In accordance with the facility agreement, if drawn, the margin can fall in increments of 0.25% per annum to no lower than 1.00% per annum, should the Group meet the required criteria. • At 30 September 2015, the Group had interest rate swap contracts to hedge 90% of its floating interest rate exposure until July 2016, and then 75% until July 2019 (see note 24 for details of the Group’s interest rate profile). • Under the financing agreement, the Group has to comply with covenants relating to Net Debt cover and Interest cover. These covenants are tested bi-annually. Bank loans are shown net of unamortised arrangement fees totalling £6.2m at 30 September 2015 (2014: £6.4m). Finance lease liabilities Finance lease liabilities are payable as follows: Less than 1 year Between 1 and 5 years More than 5 years 2015 £m (0.5) (0.9) (0.3) (1.7) 2014 £m (1.2) (1.1) (0.2) (2.5) SSP Group Annual Report and Accounts 2015 82 Financial statements Notes to consolidated financial statements continued 18. Trade and other payables Trade payables Other payables Other taxation and social security Accruals and deferred income 2015 £m (89.4) (104.2) (14.7) (121.0) (329.3) 2014 £m (81.2) (118.1) (16.7) (124.8) (340.8) 19. Post-employment benefit obligations Group The Group operates a number of post-employment benefit schemes, including both defined contribution and defined benefit schemes. In respect of the defined contribution schemes, amounts paid during the year were £9.5m (2014: £8.6m) across the Group. There are no contributions outstanding at the balance sheet date. The principal defined contribution scheme is called the SSP Group Pension Scheme. The Group also operates a combination of funded and unfunded defined benefit schemes across Europe, the respective net plan liabilities of which are presented below: Funded schemes (see (a) below) Unfunded schemes (see (b) below) 2015 £m (5.2) (8.5) (13.7) 2014 £m (9.1) (8.8) (17.9) These defined benefit plans expose the Group to actuarial risks, such as longevity risk, currency risk, interest rate risk and market (investment) risk. The plans are administered by pension funds that are legally separate from the Group and are required to act in the best interests of the plan participants. The Group expects to pay £1.0m in contributions to its defined benefit plans in 2016. As at 30 September 2015, the weighted average duration of the defined benefit obligation was 20.7 years (2014: 20.9 years). Information disclosed below is aggregated by funded and unfunded schemes. (a) Funded schemes The Group operates funded schemes in the UK and Norway. In the UK, the Group operates the Rail Gourmet UK Scheme (‘RG scheme’), which is a final salary scheme and provides benefits linked to salary at retirement or earlier date of leaving service. The RG scheme covers permanent managerial, administrative and sales staff of Rail Gourmet UK Limited and is closed to new entrants. In June 2012, it was agreed with the Trustee of the RG scheme that, from 1 July 2012, the employing company contributions would remain at 13.5% of pensionable pay (with members paying 9%), from 1 July 2013 the employing company contributions would increase to 15% (with employees paying 10%) and, from 1 July 2014, the employing company contributions would increase to 16.5% (with employees paying 11%) until the results of the next formal actuarial review are known. The RG scheme was subject to its last full actuarial valuation by a qualified actuary as at 31 December 2010. In addition, the preliminary results of the actuarial valuation as at 31 December 2013 were made available to the Group before the year end. These results have been used by a qualified independent actuary in the valuation of the scheme as at 30 September 2015 for the purposes of IAS 19 (revised). Major assumptions used in the valuation of the funded schemes on a weighted average basis are set out below: Discount rate applied to scheme liabilities Rate of increase in salaries Rate of increase in pensions in payment Inflation assumption At the balance sheet date, scheme members were assumed to have the following life expectancies at age 60: Male pensioner now aged 60 Female pensioner now aged 60 Male pensioner now aged 40 Female pensioner now aged 40 2015 3.4% 2.8% 1.5% 2.8% 2015 26.4 29.0 26.6 29.6 2014 3.8% 3.2% 1.7% 3.2% 2014 26.1 28.6 26.8 29.7 Financial statements 83 Sensitivity analysis Changes at the reporting date to one of the relevant actuarial assumptions by 1%, holding other assumptions constant, would have affected the defined benefit obligation by the amounts shown below: As at 30 September 2015 Discount rate applied to scheme liabilities Rate of increase in salaries Rate of increase in pensions in payment Inflation assumption Mortality rates (change of 1 year) Defined benefit obligation Increase £m Decrease £m 5.6 (2.1) (6.0) (7.0) (1.1) Although the analysis does not take account of the full distribution of cash flows expected under the plans, it does provide an approximation of the sensitivity. The major categories of assets in the funded schemes and their percentage of the total scheme assets were: Equities, of which: – actively traded Property and infrastructure Fixed interest investments Cash Total assets related to: – RG scheme – Norway The fair value of the scheme assets and the present value of the scheme’s liabilities of the funded schemes were: Fair value of scheme assets Present value of funded liabilities Net pension liability The following amounts have been charged or credited in arriving at the profit (2014: loss) for the year: Current service cost (reported in employee remuneration) Net interest on pension scheme liabilities (reported in finance income and expense) Total amount charged 2015 33.7% 73.1% 14.6% 39.1% 12.6% 83.6% 16.4% 2015 £m 32.8 (38.0) (5.2) 2015 £m (0.5) (0.3) (0.8) (7.2) 1.8 4.4 5.7 1.1 2014 38.1% 72.7% 14.4% 38.0% 9.5% 81.2% 18.8% 2014 £m 34.6 (43.7) (9.1) 2014 £m (0.8) (0.4) (1.2) SSP Group Annual Report and Accounts 2015 84 Financial statements Notes to consolidated financial statements continued 19. Post-employment benefit obligations continued Changes in the present value of the scheme liabilities are as follows: Scheme liabilities at beginning of the period Current service cost Curtailment Employee contributions Interest on pension scheme liabilities Remeasurements: – arising from changes in financial assumptions – arising from changes in experience adjustments Benefits paid Currency adjustment Scheme liabilities at end of the period Changes in the fair value of the scheme assets are as follows: Scheme assets at beginning of the period Interest income Employer contributions Employee contributions Remeasurement: return on plan assets excluding interest income Benefits paid Currency adjustment Scheme assets at end of the period The following amounts have been recognised in other comprehensive income: Remeasurements 2015 £m (43.7) (0.5) - (0.1) (1.5) (1.5) 4.4 3.4 1.5 (38.0) 2015 £m 34.6 1.2 0.6 0.1 0.9 (3.4) (1.2) 32.8 2015 £m 3.8 2014 £m (39.5) (0.8) 0.6 (0.1) (1.7) (1.7) (2.8) 1.7 0.6 (43.7) 2014 £m 32.7 1.3 0.7 0.1 1.8 (1.7) (0.3) 34.6 2014 £m (2.7) (b) Unfunded schemes The principal unfunded scheme of the Group operates in Germany. To be eligible for the general plan, employees must complete five years of service and the normal retirement age for this plan is 65. Employees in Germany are also provided with a long-service (‘Jubilee’) award, which provides a month’s gross salary after the employee has worked a certain number of years of service. All unfunded schemes are valued in accordance with IAS 19 (revised) and have been updated for the period ended 30 September 2015 by a qualified independent actuary. The major assumptions (on a weighted average basis) used in these valuations were: Rate of increase in salaries Rate of increase in pensions in payment and deferred pensions Discount rate applied to scheme liabilities Inflation assumption At the balance sheet date, scheme members were assumed to have the following life expectancies at age 65: Pensioner now aged 65 Pensioner now aged 40 2015 2.2% 1.6% 2.1% 1.8% 2015 24.8 25.9 2014 2.0% 1.6% 2.1% 1.8% 2014 21.2 24.2 Financial statements 85 Sensitivity analysis Changes at the reporting date to one of the relevant actuarial assumptions by 1%, holding other assumptions constant, would have affected the defined benefit obligation by the amounts shown below: As at 30 September 2015 Discount rate applied to scheme liabilities Rate of increase in salaries Rate of increase in pensions in payment Inflation assumption Mortality rates (change by 1 year) Defined benefit obligation Increase £m Decrease £m 0.7 (0.4) (0.6) (1.0) (0.2) Although the analysis does not take account of the full distribution of cash flows expected under the plans, it does provide an approximation of the sensitivity. The present value of the scheme’s liabilities of the unfunded schemes was: Net pension liability The movement in the liability during the period was as follows: Deficit in the schemes at start of the period Current service cost Contributions Interest on pension scheme liabilities Remeasurements: – arising from changes in financial assumptions – arising from changes in experience adjustments Currency adjustment Deficit in the schemes at end of the period The following amounts have been charged in arriving at profit (2014: loss) for the year in respect of these schemes: Current service cost (reported in employee remuneration) Interest on pension scheme liabilities (reported in finance income and expense) Total amount charged The following amounts have been recognised directly to other comprehensive income: Remeasurements 2015 £m (8.5) 2015 £m (8.8) (0.1) 0.4 (0.2) – (0.2) 0.4 (8.5) 2015 £m (0.1) (0.2) (0.3) 2015 £m (0.2) (1.1) 0.2 0.5 0.7 0.2 2014 £m (8.8) 2014 £m (8.2) (0.1) 0.4 (0.2) (1.1) (0.1) 0.5 (8.8) 2014 £m (0.1) (0.2) (0.3) 2014 £m (1.2) SSP Group Annual Report and Accounts 2015 86 Financial statements Notes to consolidated ﬁnancial statements continued 20. Provisions At 1 October 2014 Created in the year Unwind of discount Utilised in the year At 30 September 2015 Represented by: Current Non-current Onerous contracts £m Restoration costs £m (4.3) (4.4) (0.4) 1.3 (7.8) (1.4) (6.4) (7.8) (7.3) (2.7) (0.9) 2.7 (8.2) (1.0) (7.2) (8.2) Total £m (11.6) (7.1) (1.3) 4.0 (16.0) (2.4) (13.6) (16.0) Provision for onerous contracts is made when the expected beneﬁts to be derived by the Group from a contract are lower than the unavoidable cost of meeting its obligations under the contract. The timing of the utilisation of these provisions is variable, dependent on the contract expiry dates, which vary between one and 10 years. Provision for restoration costs represents estimates of expected costs to be incurred in restoring a site to its original condition when it is vacated at the end of the lease term. These provisions will be utilised at the end of the lease terms, which vary between one and 10 years in length. 21. Capital and reserves Share capital and share premium Issued, called up and fully paid: Ordinary shares of £0.01 each Deferred ordinary shares of £1.00 each At 30 September 2014 Cancellation of deferred ordinary shares1 Ordinary shares issued in the year At 30 September 2015 Comprised of: Issued, called up and fully paid: Ordinary shares of £0.01 each Number of shares Share capital £m Share premium £m 474,999,954 1,156,863 476,156,817 (1,156,863) 113,400 475,113,354 4.7 1.2 5.9 (1.2) – 4.7 461.2 – 461.2 – – 461.2 475,113,354 4.7 461.2 1 The issued deferred ordinary share capital of the Company was cancelled in the year, resulting in an increase to the capital redemption reserve of £1.2m. Ordinary shares The Ordinary shareholders are entitled to receive notice of, attend, and speak at and vote at general meetings of the Company. Ordinary shareholders have one vote for each ordinary share held by them. Financial statements 87 Reserves Details of reserves (other than retained earnings) are set out below: At 1 October 2013 Net gain on hedge of net investments in foreign operations Current tax charge on gain on hedge of net investment in foreign operations Other foreign exchange translation differences Current tax credit on losses arising on exchange translation differences Effective portion of changes in fair value of cash flow hedges Cash flow hedges – reclassified to profit and loss Creation of capital redemption reserve (resulting from capital reduction) (see below) At 30 September 2014 Net gain on hedge of net investments in foreign operations Current tax charge on gain on hedge of net investment in foreign operations Other foreign exchange translation differences Current tax credit on losses arising on exchange translation differences Effective portion of changes in fair value of cash flow hedges Cash flow hedges – reclassified to profit and loss Tax credit on cash flow hedges Increase of capital redemption reserve (resulting from cancellation of shares) (see below) At 30 September 2015 Capital redemption reserve £m Translation reserve £m – – – – – – – – – – – – – – – – 1.2 1.2 (0.3) 22.2 (4.9) (14.5) 4.0 – – – 6.5 21.5 (4.4) (26.1) 4.7 – – – – 2.2 Cash flow hedging reserve £m (5.3) – – – – (2.6) 7.0 – (0.9) – – – – (9.2) 0.9 0.7 – (8.5) Total £m (5.6) 22.2 (4.9) (14.5) 4.0 (2.6) 7.0 – 5.6 21.5 (4.4) (26.1) 4.7 (9.2) 0.9 0.7 1.2 (5.1) Capital redemption reserve The cancellation of the deferred Ordinary shares in the year resulted in an increase to the capital redemption reserve of £1.2m. In 2014, a capital redemption reserve of £1 was created due to the cancellation of the then existing deferred Ordinary shares as part of a capital reorganisation in preparation for the IPO. Translation reserve The translation reserve comprises all foreign exchange differences arising since 1 October 2010, the transition date to IFRS, from the translation of the financial statements of subsidiaries with non-sterling functional currency, as well as from the translation of liabilities that hedge the Group’s net investment in foreign subsidiaries. Cash flow hedging reserve The hedging reserve comprises the cumulative net change in the fair value of the Group’s interest rate swaps. Non-controlling interests At beginning of the year Share of profit for the year Dividends paid to non-controlling interests Capital contribution from non-controlling interests Currency adjustment At end of the year 2015 £m 19.1 6.9 (6.4) 1.1 0.8 21.5 2014 £m 19.8 4.1 (3.6) – (1.2) 19.1 SSP Group Annual Report and Accounts 201588 Financial statements Notes to consolidated financial statements continued 22. Share-based payments The Group has granted equity-settled share awards to its employees under the Performance Share Plan (‘PSP’) and the UK Share Incentive Plan (‘UK SIP’). Details of the terms and conditions of each share-based payment plan and of the Group’s TSR comparator group are given in the Directors’ remuneration report on pages 36 to 50. In 2014, the Group incurred an exceptional charge of £7.1m in respect of an aggregate of 3,329,904 Ordinary shares awarded by the Company’s previous majority shareholder to the Executive Directors and certain other members of management at the time of the Company’s admission to the London Stock Exchange. Performance Share Plan The PSP awards are based on two independent performance conditions, which apply to separate numbers of shares under the award and are assessed independently. 25% of the award is based on SSP’s Total Shareholder Return (‘TSR’) relative to a comparator group and 75% of the award is based on an Earnings Per Share (‘EPS’) performance condition. Expense in the year The Group incurred a charge of £3.8m in 2015 (2014: £0.3m) in respect of the PSP. Outstanding at beginning of the year Granted during the year Lapsed during the year Outstanding at end of the year Exercisable at end of the year Weighted average remaining contracted life (years) Weighted average fair value of awards granted (£) The exercise price for the PSP awards is £nil. 2015 Number of shares 4,559,220 291,653 (346,345) 4,504,528 – 2.1 1.90 2014 Number of shares – 4,573,489 (14,269) 4,559,220 – 3.1 1.86 Details of awards granted in the year The fair value of equity-settled awards granted in the year with the TSR performance condition was determined using an option pricing model (based on similar principles to a Monte Carlo model). The following inputs were used for the option pricing model: Weighted average share price at grant (£) Weighted average exercise price Expected volatility Expected life (years) Vesting period (years) Expected correlation between the share price of TSR comparators 2015 2.10 – 26% 3.6 3.6 25% Expected volatility was determined with reference to the historic volatility for the constituents of the Group’s TSR comparator group over a period commensurate with the expected life of the awards. Awards subject to EPS performance criteria have been valued with reference to the share price at the date of the award. UK Share Incentive Plan In December 2014, the Company issued the first invitations to eligible employees under the UK SIP, which is an all-employee share ownership plan. The UK SIP is a share-matching scheme which entitles participating employees to be given up to two free Ordinary shares (‘Matching shares’) for each SSP Group plc ordinary share purchased (‘Partnership shares’). Both the Partnership and Matching shares are placed in trust for at least a three-year period. For the period from January 2015 to December 2015, the actual entitlement to Matching shares was fixed at one Matching share for each Partnership share purchased. The Group incurred a charge of £0.1m in respect of the matching element of the UK SIP in 2015. SSP Group Annual Report and Accounts 2015 Financial statements 89 23. Cash ﬂow from operations Proﬁt/(loss)for the year Adjustments for: Depreciation Amortisation Share-based payments Loss on disposal of business Finance income Finance expense Share of proﬁt of associates Exceptional costs before tax Taxation Decrease/(increase) in trade and other receivables (Increase)/decrease in inventories Increase in trade and other payables, and in provisions Cash ﬂow from operations 24. Financial instruments (a) Financial assets and liabilities by category Financial assets Trade and other receivables (excluding prepayments and accrued income) Cash and cash equivalents Financial liabilities Bank loans Finance leases Derivative ﬁnancial instruments Trade and other payables (excluding other taxation and social security) Note 10 11 6 12 7 7 12 8 2015 £m 60.3 68.0 10.1 3.8 – (0.7) 17.7 (1.6) – 16.5 174.1 1.2 (1.4) 5.5 179.4 2015 £m 66.5 134.7 201.2 (452.8) (1.7) (9.8) (314.6) (778.9) 2014 £m (27.8) 72.5 8.5 0.3 0.7 (0.8) 29.0 (1.5) 69.3 14.3 164.5 (6.1) 0.4 18.4 177.2 2014 £m 84.0 133.3 217.3 (501.9) (2.5) (0.9) (324.1) (829.4) 90 Financial statements Notes to consolidated financial statements continued 24. Financial instruments continued (b) Fair values of financial assets and liabilities The fair values of all financial assets and financial liabilities by class, together with their carrying amounts shown in the balance sheet, are as follows: Loans and receivables Cash and cash equivalents Trade and other receivables Total loans and receivables Non-derivative financial liabilities measured at amortised cost Bank loans Finance lease liabilities Trade and other payables Total financial liabilities measured at amortised cost Derivative financial liabilities Interest rate swaps Total derivative financial liabilities Carrying amount 2015 £m 134.7 66.5 201.2 (452.8) (1.7) (314.6) (769.1) (9.8) (9.8) Fair value 2015 £m 134.7 66.5 201.2 (459.0) (1.7) (314.6) (775.3) (9.8) (9.8) Carrying amount 2014 £m 133.3 84.0 217.3 (501.9) (2.5) (324.1) (828.5) (0.9) (0.9) Fair value 2014 £m 133.3 84.0 217.3 (508.3) (2.5) (324.1) (834.9) (0.9) (0.9) Bank loans Fair value is calculated based on the present value of future principal and interest cash flows, discounted at the market rate of interest at the balance sheet date. Bank loans are categorised as Level 2 financial liabilities, whereby inputs, which are used in the valuation of these financial liabilities and have a significant effect on the fair value are observable, either directly or indirectly. Finance lease liabilities Fair value is based on the present value of the future lease payments, discounted at the rate implicit in the lease. Other non-derivative financial instruments (excluding bank loans) Due to the short-term nature of non-derivative financial instruments (excluding bank loans), the fair value is approximate to the carrying value. Derivative financial instruments Derivative financial instruments relate to interest rate swaps and are valued using relevant yield curves and exchange rates as at the balance sheet date. Fair value hierarchy All derivative financial liabilities are categorised as Level 2 under which the fair value is measured using the inputs other than quoted prices observable for the liability, either directly or indirectly. (c) Credit risk The Group’s concentration of credit risk in relation to trade receivables is not considered material. The balances relate to a number of customers for whom there is no recent history of default. The ageing of trade receivables at the balance sheet date was as follows: Total trade receivables Less: impairment provision for trade receivables Of which: Not yet due Overdue, between 0 and 6 months Overdue, more than 6 months Impairment provision for trade receivables 2015 £m 35.8 (1.3) 34.5 20.4 12.8 2.6 (1.3) 34.5 2014 £m 34.5 (1.0) 33.5 22.0 11.4 1.1 (1.0) 33.5 Financial statements 91 The movement in the allowance for impairment in respect of trade receivables during the year was as follows: At beginning of the year Charged in the year Utilised in the year Currency adjustment At end of the year 2015 £m (1.0) (0.4) 0.1 – (1.3) Other classes of assets in trade and other receivables do not include any impaired assets. (d) Credit quality of cash at bank and short-term deposits The credit quality of cash at bank and short-term deposits has been assessed by reference to Moody’s external ratings as follows: High grade Upper medium grade Medium grade Non-investment grade Unrated Cash in hand and in transit 2015 £m 24.2 86.4 2.8 1.5 1.3 116.2 18.5 134.7 2014 £m (1.0) (0.6) 0.5 0.1 (1.0) 2014 £m 25.3 76.6 4.7 2.2 1.0 109.8 23.5 133.3 (e) Financial risk management The main financial risks of the Group relate to the availability of funds to meet business needs, the risk of default by counterparties to financial transactions, and fluctuations in interest and foreign exchange rates. In this regard, the Treasury function is mandated by the Board to manage the financial risks that arise in relation to underlying business needs. The function has clear policies and operating parameters, and its activities are regularly reviewed by the Board to ensure compliance. The function does not operate as a profit centre and speculative transactions are not permitted. Financial instruments, including derivatives, are used on occasion to manage the main financial risks arising during the course of business. These risks are liquidity risk and market risk and are discussed further below: Liquidity risk The Group’s objective in managing liquidity risk is to ensure that it can meet its financial obligations as and when they fall due. In order to achieve this, the Treasury department maintains an appropriate level of funds and facilities to meet each year’s planned funding requirement. The following are the contractual maturities of financial liabilities including estimated interest payments: Non-derivative financial liabilities Bank loans Finance lease liabilities Trade and other payables Derivative financial liabilities Carrying amount £m Contractual cash flows £m 1 year or less £m 2015 1 to <2 years £m 2 to <5 years £m >5 years £m (452.8) (516.0) (40.6) (39.9) (435.5) – (1.7) (2.0) (0.6) (0.4) (0.6) (0.4) (314.6) (314.6) (314.6) – – – – Interest rate swaps used for hedging (9.8) (9.7) (2.2) (2.6) (4.9) (778.9) (842.3) (358.0) (42.9) (441.0) (0.4) SSP Group Annual Report and Accounts 2015 92 Financial statements Notes to consolidated financial statements continued 24. Financial instruments continued Liquidity risk continued Non-derivative financial liabilities Bank loans Finance lease liabilities Trade and other payables Derivative financial liabilities Interest rate swaps used for hedging Carrying amount £m Contractual cash flows £m (501.9) (2.5) (324.1) (0.9) (829.4) (583.6) (2.7) (324.1) (0.4) (910.8) 1 year or less £m (45.3) (1.3) (324.1) (1.0) (371.7) 2014 1 to <2 years £m (44.6) (0.5) – (0.3) (45.4) 2 to <5 years £m >5 years £m (493.7) (0.7) – 0.9 (493.5) – (0.2) – – (0.2) Market risk Market risk is the risk that changes in market prices, such as foreign exchange rates and interest rates, will affect the Group’s income or the value of its holdings of financial instruments. These are discussed further below. Currency risk Although the functional currency of the Group is Sterling, the Group’s operating cash flows are transacted in a number of different currencies. The Group’s policy in managing this financial currency risk is to use foreign currency denominated borrowings to ensure that interest costs arise in currencies that reflect the operating cash flows, thereby minimising net cash flows in foreign currencies. As the mix of foreign currency cash flows generated by the business changes over time, there may be a requirement to restructure borrowings (via financial instruments or other treasury products) to maintain this hedge. The Board reviews financial currency risk at least once a year. The currency profile of the cash balances of the Group at 30 September 2015 was as follows: Sterling Other currencies 2015 £m 57.8 76.9 134.7 2014 £m 55.8 77.5 133.3 The Group applies hedge accounting to cover the risk of foreign exchange differences arising between the functional currency of the foreign operation and the Group’s functional currency, i.e. Sterling. The designated exchange risk is the spot foreign exchange risk because the hedging instruments are not derivatives, but foreign currency-denominated bank loans. The fair value of the bank loans used as hedging instruments was £274.8m as at 30 September 2015 (2014: £312.7m). There was no ineffectiveness recognised in the income statement arising from hedges of net investments in foreign operations. No sensitivity analysis is provided in respect of currency risk as the Group’s currency exposure mainly relates to translation risk as discussed above. Interest rate risk The Group has entered into a series of interest rate swaps in order to hedge its interest rate exposure from its variable rate term loan facilities. The impact of all of these transactions is reflected in the table below. The interest rate and currency profile of the Group’s bank loans at 30 September 2015, after taking into account interest rate swaps and before adjustment for unamortised bank fees of £6.2m (2014: £6.4m), was as follows: Currency Sterling Euro US Dollar Swedish Krona Norwegian Krone Floating-rate liabilities Fixed-rate liabilities Total 2015 £m (18.4) (17.4) (3.1) (3.0) (4.0) (45.9) 2014 £m (19.6) (19.5) (3.1) (3.4) (5.3) (50.9) 2015 £m (165.7) (156.6) (28.0) (26.7) (36.1) (413.1) 2014 £m (176.0) (175.3) (27.8) (30.8) (47.5) (457.4) 2015 £m (184.1) (174.0) (31.1) (29.7) (40.1) (459.0) 2014 £m (195.6) (194.8) (30.9) (34.2) (52.8) (508.3) SSP Group Annual Report and Accounts 2015 Financial statements 93 Interest rate swaps All interest rate swap contracts exchanging ﬂoating-rate interest amounts for ﬁxed interest amounts are designated as cash ﬂow hedges to reduce the Group’s cash ﬂow exposure resulting from variable interest rates on borrowings. The interest rate swaps and the interest payments on the loan occur simultaneously and the amount accumulated in equity is reclassiﬁed to the income statement over the period that the ﬂoating rate interest payments on debt aﬀect the income statement. The fair value of the interest rate swaps was £9.8m as at 30 September 2015 (2014: £0.9m). In 2015, a debit of £9.2m (2014: debit of £2.6m) was recognised in other comprehensive income representing the eﬀective portion of changes in the fair value of the interest rate swaps in the year. There was no ineﬀectiveness recognised in the income statement in either year. In 2015, a credit of £0.9m in other comprehensive income arose on the reclassiﬁcation of the cumulative changes in fair value of the interest rate swaps to the income statement (see note 7). In the prior year, in the period to 14 July 2014, a credit of £3.0m arose in other comprehensive income relating to amounts reclassiﬁed to the income statement. On 14 July 2014, the interest rate swap agreements were terminated, resulting in a further credit of £4.0m in other comprehensive income on the reclassiﬁcation of the cumulative changes in fair value of the interest rate swaps to the income statement. Sensitivity analysis A change of 50 basis points in interest rates at the balance sheet date would have increased/(decreased) equity by the amounts in the table below. This is driven by changes in the carrying value of derivative ﬁnancial instruments. At 30 September 2015, these were in fully eﬀective hedge relationships and the movement would have had no impact on the income statement. This calculation assumes that the change occurred at the balance sheet date and has been applied to risk exposures existing at that date. In addition, all other variables, in particular, foreign currency rates, have been assumed to remain constant. Equity Increase Decrease 2015 £m 6.4 (4.2) 2014 £m 11.5 (11.2) (f) Capital management The Group’s policy is to maintain a strong capital base so as to maintain investor, creditor and market conﬁdence and to sustain future development. The Group’s capital is represented by the share capital and reserves (as set out in note 21), retained earnings, and net debt (see below). The funding requirements of the Group are met by a mix of medium-term borrowings, short-term borrowings (under its RCF) and available cash (as detailed in the table below). During the year, the Group continued to monitor covenant compliance and has passed comfortably the requirements in its borrowing facilities. As part of its banking arrangement, the Group has to comply with the ﬁnancial covenants relating to Net Debt Cover and Interest Cover. These covenants are tested bi-annually. As at 30 September 2015, the Group had a leverage of 1.9x underlying LTM (last 12 months) EBITDA (2014: 2.3x). The following table shows the movement in net debt of the Group during the year: Cash and cash equivalents Debt due within 1 year: Bank loans Finance leases Debt due after 1 year: Bank loans Finance leases Total At beginning of the year £m 133.3 (28.6) (1.2) (473.3) (1.3) (371.1) Cash ﬂow £m 2.6 27.9 1.2 – – 31.7 Non-cash changes £m Translation diﬀerences £m At end of the year £m – (1.2) 134.7 (27.2) (0.5) 26.9 0.1 (0.7) 0.7 – 20.8 – 20.3 (27.2) (0.5) (425.6) (1.2) (319.8) There were no changes to the Group’s approach to capital management during the year. 94 Financial statements Notes to consolidated ﬁnancial statements continued 25. Operating leases The Group leases a number of operating units under non-cancellable operating lease agreements. The leases have variable terms, escalation clauses and renewal rights. At the balance sheet date, the Group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows: Less than 1 year Between 1 and 5 years More than 5 years 26. Commitments Capital commitments at the end of the ﬁnancial year, for which no provision has been made, are as follows: Contracted for but not provided 27. Acquisition 2015 £m 227.1 651.9 300.3 1,179.3 2015 £m 53.8 2014 £m 207.6 537.6 180.9 926.1 2014 £m 47.0 On 1 September 2015, the Group acquired 32 outlets in Germany from Wiener Feinbäckerei Heberer GmbH for a cash consideration of EUR 7.0m, equal to £5.0m. The outlets sell bakery products in travel locations in Germany, with 30 of them located in railway stations and two in airports. The net assets acquired and the fair value adjustments are set out below: Property, plant and equipment Deﬁnite life intangible assets Finance lease liabilities Net assets acquired Cash consideration Associated legal costs Total acquisition cost Book value prior to acquisition £m Fair value adjustments £m Fair value to Group on acquisition £m 0.8 – – 0.8 0.4 4.3 (0.4) 4.3 1.2 4.3 (0.4) 5.1 5.0 0.1 5.1 In total, the acquisition contributed revenues of £1.1m and a net proﬁt after tax of £0.1m from the date of acquisition to 30 September 2015. The Group revenue and proﬁt after tax for the year ended 30 September 2015 would have been £1,848.3m and £61.3m respectively if the acquisition was assumed to have been made on 1 October 2014. Deferred tax liabilities of £1.3m were recognised in relation to the acquired intangible assets. Deferred tax assets of £1.3m were also recognised, to oﬀset the recognised deferred tax liabilities. 28. Related parties Remuneration of key management personnel The remuneration of the key management personnel of the Group is set out below in aggregate for each of the categories speciﬁed in IAS 24 Related Party Disclosures. The Group considers key management personnel to be the Chief Executive Oﬃcer, the Chief Financial Oﬃcer and the Non-Executive Directors. Short-term employee beneﬁts Post-employment beneﬁts Share-based payments 2015 £m (4.0) (0.4) (0.8) (5.2) 2014 £m (5.6) (0.3) (4.0) (9.9) Company balance sheet at 30 September 2015 Fixed assets Investments Current assets Debtors due within 1 year Liabilities falling due within 1 year Creditors Net current assets Net assets Capital and reserves Called up share capital Share premium account Capital redemption reserve Profit and loss account Total equity shareholders’ funds Financial statements 95 Notes 2015 £m 2014 £m 30 31 32 33 33 33 33 920.9 918.3 109.3 121.7 (5.4) 103.9 – 121.7 1,024.8 1,040.0 4.7 461.2 1.2 557.7 5.9 461.2 – 572.9 1,024.8 1,040.0 These financial statements were approved by the Board of Directors on 25 November 2015 and were signed on its behalf by: Jonathan Davies Chief Financial Officer SSP Group Annual Report and Accounts 2015 96 Financial statements Notes to the Company financial statements 29. Accounting policies SSP Group plc (the ‘Company’) is a company incorporated in the UK. The Company’s balance sheet and related notes present information about the Company as an individual undertaking and not about its Group. The separate financial statements are presented as required by the Companies Act 2006. Basis of preparation The balance sheet and related notes have been prepared in accordance with applicable United Kingdom accounting standards (‘UK GAAP’) under the historical cost accounting rules. The following accounting policies have been applied consistently in dealing with items which are considered material in relation to the Company’s balance sheet and related notes. The Company uses Sterling as its presentational and functional currency and all values have been rounded to the nearest £0.1 million unless otherwise stated. Under section s408 of the Companies Act 2006, the Company is exempt from the requirement to present its own profit and loss account. The Ioss for the financial year (2014: profit) is disclosed in note 33 to these accounts. The Company has no other recognised gains or losses in the current or preceding year and, therefore, no statement of recognised gains or losses is presented. Under FRS 1 (revised) ‘Cash Flow Statements’, the Company is exempt from the requirements to prepare a cash flow statement as its cash flows are included within the published consolidated cash flow statement of the Group (see page 64). The Company is also exempt under the terms of Revised FRS 8 ‘Related Party Disclosures’ from disclosing related party transactions with wholly-owned subsidiaries within the Group. Going concern SSP Group plc is the ultimate parent company of the SSP Group. The Company balance sheet has been prepared on a going concern basis, having regard to SSP Group’s trading forecasts for the next 12 months. See page 54 for consideration of the Group’s going concern basis. Investments Investments in subsidiaries are stated at cost less provision for impairment losses. Impairment The carrying values of the Company’s assets are reviewed for impairment when events or changes in circumstances indicate that the carrying amount of the fixed asset may not be recoverable. If any such indication exists, the asset’s recoverable amount is estimated. An impairment loss is recognised whenever the carrying amount of an asset exceeds its recoverable amount. When a subsequent event or change in circumstances causes the recoverable amount of an asset to increase, the decrease in impairment loss is reversed through the profit and loss account. Taxation The charge for taxation is based on the results for the year and takes into account taxation deferred because of timing differences between the treatment of certain items for taxation and accounting purposes. Tax is recognised in the profit and loss account except where it relates to items taken directly to equity, in which case it is recognised in equity. Deferred tax is recognised in respect of all timing differences between the treatment of items for taxation and accounting purposes which have arisen but not reversed by the balance sheet date, except as otherwise required by FRS 19. The Company has not adopted a policy of discounting deferred tax balances, as permitted by FRS 19. Deferred tax assets are recognised to the extent that it is regarded as more likely than not that they will be recovered. Share-based payment compensation The Company has granted equity-settled share awards to Group employees. Equity-settled awards are measured at fair value at grant date. The fair value of awards granted to employees of the Company is expensed on a straight-line basis over the vesting period, based on the Company’s estimate of the number of shares that will actually vest. The cost of awards to employees of subsidiary undertakings is accounted for as an additional investment in the employing subsidiary. Changes in accounting standards not yet applied Following the publication of FRS 100 Application of Financial Reporting Requirements by the Financial Reporting Council, being the standard setting body in the UK, the Company is required to change its accounting framework for its financial statements, which are currently prepared under UK GAAP, for the financial year commencing 1 October 2015. The Company is reviewing the different options and currently expects to prepare its accounts for the financial year commencing 1 October 2015 under either FRS 101 Reduced Disclosure Framework or FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland, which introduces a single standard based broadly on the IFRS for SMEs. 30. Investments in subsidiary undertakings Cost At 1 October 2014 Additions1 At 30 September 2015 Net book value: At 30 September 2015 At 30 September 2014 Financial statements 97 Shares in Group undertaking £m 918.3 2.6 920.9 920.9 918.3 1 The additions are in respect of the cost of share-based payments relating to employees of subsidiary undertakings. Impairment The Directors have assessed whether the Company’s fixed asset investments require impairment under the accounting principles set out in FRS11. In order to make this assessment, future cash flows were forecast for the next five years with growth rates of between 2% and 5% per annum thereafter. These cash flows were discounted by applying discount rates of between 7.0% and 10.5%. The values applied to the key assumptions are derived from a combination of external and internal factors based on past experience together with management’s future expectations about business performance. This assessment did not result in any impairment in 2015. It didn’t result in any impairment in 2014, enabling the Company to reverse an impairment provision. The absence of an impairment in 2014 reflected stronger cash flows than those that had been forecast in 2009 when the provision was created and a lower discount factor applied to the cash flows due to the reduction in the Company’s weighted average cost of capital following the IPO. 31. Debtors Due within 1 year Amount receivable from Group undertakings 32. Creditors Due within 1 year Accruals and deferred income 33. Capital and reserves Share capital and Share premium Issued, called up and fully paid: Ordinary shares of £0.01 each Deferred ordinary shares of £1.00 each At 30 September 2014 Cancellation of deferred ordinary shares1 Ordinary shares issued in the year At 30 September 2015 Comprised of: Issued, called up and fully paid: Ordinary shares of £0.01 each 2015 £m 109.3 2015 £m (5.4) 2014 £m 121.7 2014 £m – Share capital number of shares Share capital £m Share premium £m 474,999,954 1,156,863 476,156,817 (1,156,863) 113,400 475,113,354 4.7 1.2 5.9 (1.2) – 4.7 461.2 – 461.2 – – 461.2 475,113,354 4.7 461.2 1 The issued deferred ordinary share capital of the Company was cancelled in the year, resulting in an increase to the capital redemption reserve of £1.2m. SSP Group Annual Report and Accounts 2015 98 Financial statements Notes to the Company financial statements continued 33. Capital and reserves continued Reserves At 1 October 2013 Profit for the year Capital reduction Capital reorganisation Share-based payments Creation of capital redemption reserve (resulting from capital reduction) (see below) At 30 September 2014 Loss for the year Cancellation of deferred ordinary shares (see below) Dividends paid to equity shareholders Share-based payments At 30 September 2015 Capital redemption reserve £m Profit and loss account £m – – – – – – – – 1.2 – – 1.2 (431.5) 356.0 647.1 (2.5) 3.8 – 572.9 (9.0) – (10.0) 3.8 557.7 Total £m (431.5) 356.0 647.1 (2.5) 3.8 – 572.9 (9.0) 1.2 (10.0) 3.8 558.9 Capital redemption reserve The cancellation of the deferred ordinary shares in the year resulted in an increase to the capital redemption reserve of £1.2m. In 2014, a capital redemption reserve of £1 was created as part of a capital reorganisation in preparation for the IPO. Profit and loss account The Company’s loss for the financial year was £9.0m (2014: profit of £356.0m). The profit in 2014 includes a credit of £417.8m in respect of the reversal of impairment of the Company’s investment in subsidiaries and exceptional charges of £57.5m in respect of the IPO. Dividends An interim dividend of 2.1p per share, amounting to £10.0m was paid and recognised as a dividend in the year (2014: £nil). The proposed final dividend of 2.2p per share, totalling £10.5m (2014: £nil), is not included as a liability in these financial statements, and will be paid, subject to shareholder approval, on 16 March 2016 to shareholders on the register on 19 February 2016. 34. Employee share plans Awards over shares of the Company have been granted to employees of the Company under the Performance Share Plan (‘PSP’) and the UK Share Incentive Plan (‘UK SIP’). Details of the terms and conditions of each share-based payment plan and of the Group’s TSR comparator group are given in the Directors’ remuneration report on pages 36 to 50. PSP Outstanding at the beginning of the year Granted during the year Outstanding at the end of the year Exercisable at the end of the year Weighted average remaining contracted life (years) Weighted average fair value of awards granted (£) Expense recognised for the year (£m) The exercise price for the Performance Share Plan is £nil. Information on awards granted in the year can be found in note 22 to the Group accounts. UK SIP See note 22 to the Group accounts for information on awards granted under the UK SIP in 2015. 2015 Number of shares 1,269,901 82,792 1,352,693 – 2.1 1.89 1.1 2014 Number of shares – 1,269,901 1,269,901 – 3.1 1.86 0.1 Financial statements 99 35. Directors’ remuneration The remuneration of the Directors of the Company is disclosed in note 28 to the Group accounts and the Directors’ remuneration report on pages 37 to 43. 36. Related parties The Company has identified the Directors of the Company as related parties for the purpose of FRS 8 ‘Related Party Disclosures’. Details of the relevant relationships with these related parties are disclosed in the Directors’ remuneration report and note 28 to the Group accounts. 37. Contingent liabilities The Company is a member of a VAT group and, consequently, is jointly liable for the VAT group’s liability. The Company’s contingent liability at 30 September 2015 was approximately £5.5m (2014: £6.8m). In addition, the Company is a guarantor on Group borrowing facilities. The borrowings under the facility at 30 September 2015 were £459.0m (2014: £508.3m). The Company has also provided guarantees in relation to certain operating liabilities of operating subsidiaries. All such liabilities are expected to be paid by the relevant subsidiary in the normal course of business. 38. Other information The fee for the audit of the Company’s annual financial statements was £0.2m (2014: £0.2m). The average number of persons employed by the Company (including Directors) during the year was 33 (2014: 9). Total staff costs (excluding charges for share-based payments) were £8.7m (2014: £7.1m). SSP Group Annual Report and Accounts 2015100 Financial statements Notes to the Company ﬁnancial statements continued 39. Group companies In accordance with Section 409 of the Companies Act 2006, a full list of subsidiaries, associates and other investments (held directly and indirectly by the Company) at the year end are as disclosed below. Name Country of incorporation Principal activity (catering and/or retail concessions unless otherwise stated) Class and percentage of shares held (100% ordinary shares* unless otherwise stated) Subsidiaries (all of which are included in the Group consolidation): SSP Emirates LLC SSP Australia Catering Pty Limited SSP Österreich GmbH SSP Belgium SPRL Rail Gourmet Belgium NV Rail Gourmet Services Belgium NV Select Service Partner (Cambodia) Limited SSP Canada Airport Services Inc. SSP Canada Food Services Inc. Select Service Partner Hainan Co. Limited SSP Shanghai Co. Limited SSP Catering Cyprus Limited SSP Louis Airports Restaurants Limited Monarch A/S Select Service Partner Denmark A/S Select Service Partner Nordic A/S SSP Denmark Financing ApS SSP Egypt JSC Select Service Partner Eesti A/S Select Service Partner Finland Oy SSP Finland Financing Oy Bars et Restaurants Aéroport Lyon Saint Exupéry SAS Bars et Restaurants Aéroport de Province SAS Les Boutiques Bonne Journée SAS Abu Dhabi Australia Austria Belgium Belgium Belgium Cambodia Canada Canada China China Cyprus Cyprus Denmark Denmark Denmark Denmark Egypt Estonia Finland Finland France France France Les Buﬀets Boutiques Services des Autoroutes de France SAS France Les Buﬀets des Gares de France SAS Restaurants et Services d'Autoroutes SAS Société De Restauration Rapide Concédée Select Service Partner SAS Société D'Exploitation du Chalet de la Porte Jaune SAS SSP France Financing SAS SSP Orly SAS SSP Roissy 2 SAS Mitropa GmbH SSP Deutschland GmbH SSP Financing Germany GmbH SSP Premium Gastronomie GmbH Select Service Partner Restaurants Hellas SA Select Service Partner Asia Paciﬁc Limited Select Service Partner Hong Kong Limited SSP China Development Limited SSP Hungary Catering Kft RG Onboard Services (Ireland) Limited Select Service Partner Ireland Limited France France France France France France France France Germany Germany Germany Germany Greece Hong Kong Hong Kong Hong Kong Hungary Ireland Ireland 49% 1 49%1, 2 Inactive company Inactive company Inactive company Holding and Management Services company Holding company 60% Inactive company Holding company Holding company Holding company Inactive company Holding company Holding and Management Services company Holding company 3 SSP Group Annual Report and Accounts 2015 Financial statements 101 Name SSP Investment Financing Ireland Unlimited Company SSP Caribbean Jamaica Limited Rail Gourmet Netherlands BV SSP Nederland BV Rail Gourmet Togservice Norge AS Select Service Partner AS SSP Norway Financing AS Select Service Partner Russia LLC Country of incorporation Ireland Jamaica Netherlands Netherlands Norway Norway Norway Russia Select Service Partner (Singapore) Pte Limited Singapore Principal activity (catering and/or retail concessions unless otherwise stated) Class and percentage of shares* held (100% ordinary shares unless otherwise stated) Financing company 3 Inactive company Holding company 50% 1 Holding company Foodlasa, SL Select Service Partner SAU Select Service Partner Spain Financing SL SSP Airports Restaurants, SL Scandinavian Service Partner AB SSP Newco AB SSP Sweden Financing AB Rail Gourmet Holding AG Select Service Partner (Schweiz) AG SSP Taiwan Limited Select Service Partner Co. Limited Belleview Holdings Limited Belleview Limited Cretegame Limited Mille's Cookies (Franchise) Limited Millie's Cookies Limited Millie's Cookies (Retail) Limited Millie's Limited O.B.S. Services Limited Rail Gourmet Group Limited Rail Gourmet Intl Limited Rail Gourmet UK Holdings Limited Rail Gourmet UK Limited Select Service Partner Limited Select Service Partner Retail Catering Limited Select Service Partner UK Limited SSP Air Limited SSP Asia Paciﬁc Holdings Limited SSP Euro Holdings Limited SSP Financing Limited SSP Financing No. 2 Limited SSP Financing UK Limited SSP Group Holdings Limited Whistlestop Airports Limited Whistlestop Foods Limited Whistlestop Operators Limited Busy Bee Hartsﬁeld-Jackson Concessions, LLC Creative PTI, LLC Harry’s Airport 6 Spain Spain Spain Spain Sweden Sweden Sweden Switzerland Switzerland Taiwan Thailand UK UK UK UK UK UK UK UK UK UK UK UK UK UK UK UK UK UK UK UK UK UK UK UK UK US US US Holding company Inactive company Holding company Holding company Dormant company Dormant company Agency company Dormant company Agency company Agency company Dormant company Inactive company Holding company Dormant company Holding and Management Services company Agency company Dormant company Agency company Holding company Holding company Holding and Treasury company Financing company Holding and Management Services company Holding company Dormant company Agency company Agency company Inactive company Inactive company 49% 1 3 4 62.8%5 51% 102 Financial statements Notes to the Company ﬁnancial statements continued 39. Group companies continued Name Select Service Partner LLC SSP America BOS, LLC SSP America DFWI, LLC SSP America Gladco, Inc SSP America GSO, LLC SSP America Houston, LLC SSP America IAH 6 SSP America, Inc. SSP America Investments, LLC SSP America JFK, LLC SSP America LAX, LLC SSP America MCO, LLC SSP America Memphis, LLC SSP America Milwaukee, LLC SSP America Minneapolis, LLC SSP America MSN, LLC SSP America MSP, LLC SSP America PHX, LLC SSP America RDU, LLC SSP America SAN, LLC SSP America SFO, LLC SSP America SMF, LLC SSP America Tampa, LLC SSP America Texas, LLC SSP America Texas, Inc. SSP America (USA), LLC SSP Financing US, LLC SSP Four Peaks PHX, LLC Associates: Railrest SA 8 Cyprus Airports (F&B) Limited MCS A/S Avecra Oy 10 Qatar Airways SSP LLC 8 Aero Service Partners LLC 7 JDDA SSP 6, 8 SSP America BTR, LLC 11 Country of incorporation Principal activity (catering and/or retail concessions unless otherwise stated) Class and percentage of shares* held (100% ordinary shares unless otherwise stated) US US US US US US US US US US US US US US US US US US US US US US US US US US US US Belgium Cyprus Denmark Finland Qatar US US US Inactive company Inactive company Inactive company Inactive company Inactive company Inactive company Inactive company Inactive company Inactive company Inactive company Inactive company Inactive company Holding company 90% 68% 82% 77% 61.5% 51% 77.65% 62.8% 70% 60% Holding company Financing company 3 3 69.885%7 49% 29.988%9 50% 40% 49% 49% 49% 51% Inactive company * Ordinary Shares includes references to equivalent in other jurisdictions. 1 SSP has control as deﬁned by IFRS 10 Consolidated Financial Statements. 2 100% of the shares are held by Select Service Partner Co. Limited (Thailand). 3 Includes 100% of preference shares. 4 Holding held directly by the Company. 5 100% of the shares are held by SSP America RDU, LLC. 6 The principal place of business of the unincorporated entities listed above is 19465 Deerﬁeld Avenue, Suite 105, Landsdowne, VA 20176 USA. 7 90% of the shares are held by SSP America PHX, LLC. 8 These undertakings have a 31 December year end. 9 49.98% of the shares are held by SSP Louis Airports Restaurants Limited. 10 This undertaking has a 31 March year end. 11 SSP does not have control as deﬁned by IFRS 10 Consolidated Financial Statements. Subsidiaries exempt from audit The UK subsidiaries shown as dormant will take advantage of the audit exemption in Section 479 of the Companies Act 2006 for the year ended 30 September 2015. SSP Group Annual Report and Accounts 2015 Financial statements 103 Company information SSP Group plc 169 Euston Road London NW1 2AE +44 20 7543 3300 www.foodtravelexperts.com Investor relations +44 20 3714 5251 investor.relations@ssp-intl.com Media relations press.office@ssp-intl.com Recruitment www.sspcareers.com/UK Customer service www.eatonthemove.com 104 Notes 105 SSP Group Annual Report and Accounts 2015Corporate governanceSSP Group plc 169 Euston Road London NW1 2AE +44 (0)20 7543 3300 www.foodtravelexperts.com

Continue reading text version or see original annual report in PDF format above