SSP Group plc Annual Report and Accounts 2024
The best part of the
journey
Our journey
SSP Group plc | Sustainability Report 2024
to a sustainable future
We are the food travel
experts. Present in
37 countries globally, we
design, create and operate
restaurants, bars, cafés,
lounges and convenience
retail outlets in locations
where people are on
the move.
Contents
Corporate governance report
89 Letter from the Chair
90 Governance at a glance
92 Board of Directors
94 Expanding Board expertise
95 Group Executive Committee
96 Governance framework
97 Division of responsibilities
98 How the Board operates
99 Board activities in the year
100 Interacting with our Stakeholders
101 A message from our ENED
102 How the Board monitors
and assesses culture
104 Board decision-making in action
105 Compliance with the UK
Corporate Governance Code
108 Nomination Committee Report
118 Audit Committee Report
126 Remuneration Committee Report
156 Directors’ Report
160 Directors’ responsibility statement
Financial statements
162 Independent auditor’s report
to the members of SSP Group plc
170 Consolidated income statement
171 Consolidated statement of other
comprehensive income
172 Consolidated balance sheet
173 Consolidated statement of changes
in equity
174 Consolidated cash flow statement
175 Notes to consolidated financial
statements
207 Company balance sheet
208 Company statement of changes
in equity
209 Notes to Company financial statements
221 Glossary
222 Company information
Strategic report
07 Chair’s statement
09 CEO’s statement
12
Understanding the travel F&B market
16
Our business model
18
Our strategy
32 Key performance indicators
34 Regional reviews
42 Financial review
53 Stakeholder engagement
and Section 172 statement
64 Our net-zero transition
and climate risk management
72 Risk management and principal risks
85 Viability statement
87 Non-financial and sustainability
information statement
Overview
01
Our 2024 highlights
02 Our global footprint
03 Leading market positions
04 A clear strategy for growth and returns
05 Investment case
Navigating through this report
This report is interactive. Click on the section
you would like to go to via the top navigation.
Additionally, you can use the tool icons
below to move through our report or find
further information on our website or
Sustainability Report.
Visit our website
for further
information
Find additional
information on
other pages within
this report
Catch up with our latest news and
learn more about us on our website:
www.foodtravelexperts.com
Our Sustainability Report complements this report.
You can find it on our website:
www.foodtravelexperts.com/sustainability
£205.9m
IFRS reported operating profit
25%
reduction in Scope 1 and 2
greenhouse gas (GHG) emissions
intensity (per £m revenue),
from our 2019 base year
£3.4bn
revenue
c.15%
increase in colleague numbers
10.0p
underlying pre-IFRS 16 EPS
3.4p
IFRS reported EPS
c.360
units won or retained
2
new markets entered
4.4/5.0
Global customer feedback score
Our 2024 highlights
Building a better business
Corporate governance
Financial statements
Strategic report
Overview
01
SSP Group plc Annual Report 2024
Our global footprint
supported by a diverse portfolio of brands
Brands to meet our customers’ and clients’ needs
We have a wide portfolio of brands, including our
own and those we franchise. These cater to a variety
of customer needs – from well-known grab ‘n’ go
sandwich shops and cafés to casual dining
restaurants and bespoke high-end concepts.
Cafés and bakeries
Casual dining restaurants
Bars
Quick-serve restaurants
Lounges
Convenience retail
Read more about our customer
proposition on pages 21-22.
Our teams around the world
specialise in bringing great food
and beverage experiences to our
customers across 37 countries.
A global presence
We operate units in around 625 locations across
four operating regions (or reportable segments):
• North America
• Continental Europe
• UK & Ireland (UK & I)
• Asia Pacific and Eastern Europe & Middle East
(APAC & EEME)
c.49,000
colleagues
c.3,000
units
37
countries
c.625
locations across the world
Read more about our regions
on pages 34-41.
Corporate governance
Financial statements
Strategic report
Overview
02
SSP Group plc Annual Report 2024
Read more about the trends impacting our market
on pages 12-15.
Leading market positions
in a sector that benefits from long-term structural growth
The market in which
we operate has strongly
rebounded, and we predict
it to grow significantly
over the next decade.
Our clients are the owners of the airports,
railway stations and other locations where we
serve our customers – the people who buy the
food and beverages we sell. While our commercial
relationships are with our clients, we have a
mutual interest in delighting customers with
quality and choice.
We operate in a highly fragmented market,
where the top four players have under half of
total revenues, and there is a long tail of local and
single-brand participants. In this global market,
our share represents c.15%.
The travel sector benefits from long-term
structural growth trends, and we have significant
exposure to the airport sector, where passenger
numbers are growing rapidly.
We expect market growth to be driven by
out-of-home eating (including ‘on the move’);
investment in infrastructure in railway stations
and airports, leading to an increase in F&B
establishments; the continued move away from
providing complementary food and drink on
flights; and rising incomes in India and emerging
markets across Southeast Asia, and therefore
rapidly increasing propensity to travel.
Air travel now exceeds 2019 levels in almost all
markets globally, with Asia recovering at a slower
pace. Looking forward, we expect that passenger
levels in Air and Rail will have recovered from
2019 levels by 2025. The structural growth is
particularly visible in Air, where passenger levels
are expected to grow at a 3.3% rate in Europe,
2.4% in North America and 5.7% in Asia between
2025 and 2035.¹
The global travel F&B market2
Sector split
£23bn
SSP
Avolta F&B
Areas
Lagardère
Other
SSP market share
15%
3 These areas includes hospitals and shopping centres, in-flight
catering, MSAs, non-travel convenience retail and on-board
rail catering.
Air
c.70%
percentage of our business in the air sector
Rail
c.25%
percentage of our business in the rail sector
Other
c.5%
percentage of our business in other areas3
1
Source: ACI World Airport Economics Database 2023-2052;
Oxford Economics, internal estimates.
2 SSP FY24, Avolta F&B FY24, Areas FY24, Lagardère internal estimates.
Passenger levels (% of 2019)1
Air
Rail
Europe
Asia
North America
Europe
2019
2025
2035
2030
Growth rates
2025-35
100
100
100
100
112
101
116
114
126
110
117
161
137
142
202
158
2.4%
1.5%
5.7%
3.3%
Corporate governance
Financial statements
Strategic report
Overview
03
SSP Group plc Annual Report 2024
A clear strategy for growth and returns
underpinning the delivery of our purpose and vision
best part of
the journey
Our purpose is to be the
and our vision is to be the
world’s best travel food and
beverage company.
Read more about our strategy on page 18.
Our values play a key role in enabling us to be
the best part of the journey. We developed them
in consultation with our teams across the world.
They guide our culture, behaviours and decisions,
to ensure we act in the best interests of our
stakeholders, the environment and our business.
We are one team
We are results focused
We all make a difference
We are bold
We celebrate success
Our strategy
To deliver our purpose and vision, we are focused on growing our market-leading positions in the food travel sector in global markets. Our strategy is
to accelerate revenue growth, including like-for-like and new business growth, which we convert efficiently to drive profit, cash and economic returns.
We execute this by:
Prioritising high-growth
markets
Enhancing business
capabilities to drive
growth and performance
Driving operational
efficiencies
• Increase focus on air channel
• Accelerate growth in North America
and targeted Asia Pacific and EEME
• Grow selectively in the UK and Europe
Progress
37%
FY 2023
39%
FY 2024
% sales delivered in North America
and APAC & EEME
Progress
+9%
FY 2024
LFL% vs FY 2023
Progress
72.2%
72.7%
Gross profit
30.5%
30.0%
Labour costs % to sales
FY 2023
FY 2024
• Develop great customer propositions
• Digitise the customer experience
• Support our people and culture
• Build a sustainable business
• Deliver our Value Creation Plan to drive
productivity and efficiency
• Optimise commercial, purchasing
and supply chain operations
• Use technology and automation to simplify
tasks and enhance productivity
Underlying pre-IFRS 16
Corporate governance
Financial statements
Strategic report
Overview
04
SSP Group plc Annual Report 2024
Investment case
creating sustainable value
An experienced leadership
team, a diverse global
presence, dedicated
colleagues and a focus
on delivering operational
excellence across our
business, with sustainability
at its heart, underpin our
investment case.
Effective deployment
of capital to deliver
returns
Significant presence
in structurally
growing markets
• Operating in an industry
with long-term structural
growth trends.
• Exposure greatest to air and
leisure travel where trends
are more favourable.
• A secured pipeline of new
contracts to deliver new
business growth and returns.
• Deep experience and specialist
expertise in a complex
operating environment.
• Diverse client base, typically
seeking large tenders, coupled
with many long-standing
relationships.
• Flexible and extensive brand
portfolio, which we constantly
enhance to meet different
client requirements.
• Disciplined use of capital.
• Business model focused
on delivering growth and
maximising returns.
• Clear priorities for capital
allocation between organic
and inorganic growth and
dividend payments.
• Strong free cash flows
to provide ability to invest,
de-lever and return cash
to shareholders.
• Seeking to deliver compounding
growth and shareholder returns.
Strong balance
sheet position
Operational
capability and
efficiency
Read more about the growth in our
markets on page 3 and 12.
Read more about our brands and
clients on pages 21-22.
Read more about our financial
performance on pages 42-52.
Read more about our financial
performance on pages 42-52.
9%
Like-for-like growth
8%
Growth from net gains
and acquisitions
0.60%
Operating margin accretion
>20% IRR
Expansionary capex into new contracts
17.7%
ROCE
1.7x
Leverage, within our target range
of 1.5-2.0x
Underlying pre-IFRS 16
Corporate governance
Financial statements
Strategic report
Overview
05
SSP Group plc Annual Report 2024
07 Chair’s statement
09 CEO’s statement
12
Understanding the travel F&B market
16
Our business model
18
Our strategy
32 Key performance indicators
34 Regional reviews
42 Financial review
53 Stakeholder engagement
and Section 172 statement
64 Our net-zero transition
and climate risk management
72 Risk management and principal risks
85 Viability statement
87 Non-financial and sustainability
information statement
Strategic report
In this section, we show how our business
model creates value for all of our stakeholders,
how our strategy drives performance and how
we have embedded our commitment to
sustainability across our operations.
Several trends impact our sector
and business. We monitor and adapt
to these trends to meet ever-changing
stakeholder expectations.
18-31
16-17
12-15
Our strategy is to accelerate revenue
growth, including like-for-like and new
business growth, which we convert
efficiently to drive profit, cash and
economic returns.
We rely on our well-established
performance framework to create
shareholder value. Our disciplined approach
to financial management continues to
support sustainable business growth.
Market overview
Our business model
Our strategy
Corporate governance
Financial statements
Strategic report
Overview
06
SSP Group plc Annual Report 2024
Dear Shareholders,
This past year, we have made significant progress
against our strategy and in building a better SSP,
and on behalf of the Board, I’d like to thank the
Group Executive and the entire SSP team for their
dedication and commitment in delivering our
purpose of being the best part of the journey.
We have continued to expand our business in
the markets and channels that offer the highest
opportunity for future growth, particularly in
North America and Asia Pacific. High growth
markets now contribute 60% of our group
operating profit and more than 70% of our
business is now in the air travel sector. Allied to
this we have been successful in re-negotiating
and extending a significant proportion of our
contract base, deferred from the Covid-19 period,
as well as mobilising our pipeline of new contracts.
We have also made very meaningful progress
strengthening our competitive advantages
including building strong, relevant propositions
for today’s consumer as well as re-investing in
our core UK rail estate, and digital and technology
platforms. The progress made on all these fronts
gives us an excellent platform to deliver long-term
sustainable growth and returns.
Overall, our year-on-year performance
demonstrates encouraging strategic and financial
progress. Our earnings per share, which includes
a benefit from non-recurring income offsetting
a number of headwinds, was delivered at 10p
compared to 7.1p last year, notwithstanding profit
challenges in Continental Europe. Geographically,
three of our four regions have delivered well.
In North America, we have materially increased
our presence to now 55 airports and
approximately 420 units. We have done this
through a combination of organic growth and
through the integration of three value-creating
and strategically important acquisitions.
At the same time, we have delivered significant
improvements in margin to levels ahead of our
pre Covid-19 performance. Our UK division is
on a strong growth and performance trajectory,
supported by much enhanced customer
propositions and the investment in our rail estate,
as evidenced by strong client and customer
reputation scores. Across APAC and EEME, we
entered two new markets (Saudi Arabia and New
Zealand), and acquired ARE in Australia, tripling
the size of our business there.
This year, our operational performance in
Continental Europe has fallen well short of our
expectations. There was continued strong trading
in Spain and Mediterranean holiday destinations.
However, in Northern Europe, there has been
significant work undertaken to renew and
extend large parts of the contract base and
mobilising new contracts. While this has set us
up well for long-term growth, in the short term
this – in combination with a number of operational
performance challenges and other external
headwinds – has impacted the delivery of
earnings and free cash flow in the year. Delivering
an improvement in performance in Continental
Europe has been a significant focus, and the Board
is satisfied that we are now deploying a strong
action plan to address the challenges. Having taken
action to change leadership, with new regional
CEO Satya Menard driving this recovery plan, we
are confident we will see marked improvements
in performance in FY25 and into the medium term.
Returns to shareholders
and balance sheet strength
In delivering for our stakeholders, the
Board has considered a range of factors in
recommending a final dividend of 3.5p, including
the Company’s performance in the year, our
continued positive financial expectations and
the long-term resilience of the Group.
Despite the significant investments we have made
in both organic growth and M&A, we delivered
leverage at year-end of 1.7x (net debt vs EBITDA),
within our target leverage range of 1.5 to 2x.
People and Culture
At SSP, we are committed to fostering and
developing our talent, driving organisational
effectiveness and creating a positive colleague
experience and sense of belonging. These are
core to underpinning a culture of high-
performance throughout the Group. This year,
having welcomed a new Chief People Officer,
Ann-marie Murphy, to the business, we have
refreshed our People Strategy to link it more
closely to performance and ensuring we live our
purpose of being the best part of the journey.
Embedding sustainability
We have continued to make good progress
against our sustainability targets. Our chefs have
demonstrated real innovation to develop more
sustainable and nutritious menu offerings that
benefit both people and the planet, and we’ve
once again exceeded our target for 30% of our
own brand meals to be plant-based or vegetarian.
I’m particularly excited about our partnership
with Klimato to measure, track and reduce the
climate impact of our recipes. We also continued
to make good progress on reducing food waste
and transitioning to sustainable packaging, with
95% of our own brand packaging free of
unnecessary single-use plastics. All of this not
only supports our net-zero journey, but also
importantly drives better business performance.
More can be found in our Sustainability Report,
also published today.
Chair‘s statement
This past year, we have made
significant progress against
our strategy and in building
a better SSP.
Corporate governance
Financial statements
Strategic report
Overview
07
SSP Group plc Annual Report 2024
Governance
Our strategy is underpinned by a commitment
to operate to high standards of corporate
governance, accountability and transparency
and the Board is responsible for ensuring this
is the case.
The Board maintains oversight of areas material
to the delivery of our strategy. Examples of
strategic decisions in the year include acquiring
the ARE business in Australia, the expansion of
our footprint into New Zealand and the issue
of additional USPP debt.
We have also continued to strengthen the risk
management and compliance functions across
the Group in anticipation of the growing tide of
regulation facing our industry and the market
more broadly.
Remuneration
As discussed above, our performance in
Continental Europe underdelivered against
expectations leading to EBITDA and EPS
outturns for the group towards the lower end of
the expectations set at the beginning of the year.
Based on our remuneration framework, which
also strips out any benefits from unbudgeted M&A
and other one-offs, this resulted in a nil payout
against these elements. While performance did
not reflect the outcome we collectively set out
to achieve, it does not detract from the evident
year-on-year performance improvement.
In response to the increasing visibility we have
on future business performance and our desire to
deliver strong financial outcomes, the Committee
has reviewed the Remuneration Policy, seeking
input from shareholders, to ensure it continues
to best support our strategy while incentivising
our top talent. As such, we are proposing changes
both to the metrics used in our Annual Bonus
Plan and to the form of our long-term incentive
arrangements, where we are reintroducing a
Performance Share Award, to replace our current
Restricted Share Awards. These revised incentive
arrangements seek to closely align stretching
financial targets with long-term incentives.
Details can be found in the Remuneration Report
on pages 126-155.
Looking ahead
We are confident that we have the right
strategy to deliver long-term growth and returns
for investors and we will continue to pursue this,
expanding the business through organic growth
into high-growth markets and selectively into
mature markets, with no new M&A planned
in the near term, investing in our competitive
advantages – led by a strong customer proposition
– and driving strong operational execution to
enhance margins.
We have made significant investments to grow
and enhance our business over the past two years.
A tightened strategic agenda will now focus on
driving profitability and delivering the returns on
those investments, ensuring performance better
reflects the value inherent within our business.
A contributor to this will be our profit recovery
plan for Continental Europe.
The next twelve months are pivotal, and we
enter the next financial year with optimism and
a strong confidence in our Executive Team to lead
from the front to deliver on the commitments
we have made.
We look forward to hosting our next AGM on
28 January 2025. Further information is available
in the Notice of Meeting which is available on
our website.
Mike Clasper
Chair
2 December 2024
Chair‘s statement continued
Corporate governance
Financial statements
Strategic report
Overview
08
SSP Group plc Annual Report 2024
CEO’s statement
Overview
We compete in markets that offer attractive
long-term prospects, driven by favourable
demographics, wealth creation and supply-side
factors. Our strategy has been to optimise these
opportunities through a combination of growing
in the right channels, markets, and formats and
by deploying SSP’s proven operating capabilities
and competitive advantages. We have focused
on increasing our presence in higher-growth
geographies within travel food and beverage,
while more selectively growing in our mature
markets of the UK and Continental Europe.
We have continued to build on our capabilities to
drive like-for-like growth across all of our markets,
focusing on enhancing our proposition to meet
customer demands and embracing the benefits
of digitisation.
A heightened investment in our business
over the last two years has both strengthened
our foundations and accelerated our growth
trajectory. We have made important investments
in our offer, capabilities, infrastructure and store
refurbishments to enhance our customer, client
and operating proposition. Over the past two
years, we’ve opened around 350 new units in
our prioritised high-growth markets and added
115 units with annualised revenues of c.£215m
through M&A. Our North American and APAC &
EEME markets, where we work with joint venture
partners, now represent 40% of Group sales and
60% of Group operating profit. Our extensive
renewal programme represented approximately
half of our capital spend, heightened by the catch
up of renewals from the Covid-19 period. The
programme has meant we have renewed c.30%
of our base estate in the last two years, extending
our average contract remaining tenure from
4 years in 2022 to 6 years at the end of FY2024,
significantly enhancing the visibility and returns
profile of our business.
Three of our four regions are now performing
well, with North America and APAC & EEME
delivering significant growth and our UK business
demonstrating strong progress. We are
disappointed by the operating and financial
performance in Continental Europe, specifically
Northern Europe, which has deteriorated against
our expectations through the year and weighed
on earnings and cashflow. We are accelerating
our profit recovery plan in this region.
As we now move into the next stage of delivery,
a tightened strategic agenda will focus on driving
profitability and delivering the returns on our
investments, ensuring our operating and financial
performance better reflects the intrinsic value
within our business. As part of this, we will reduce
year-on-year capital expenditure and reduce the
pace of new business development. We also
anticipate no near-term M&A activity. To drive
returns, we are taking action on underperforming
units and driving the pace of profitability on units
as they mature. Across our operating cost base,
we have a laser focus on delivering our Value
Creation Plan, with specific programmes to
enhance gross margins, build labour efficiency
and reduce overheads. Aligned to this, we are
taking very specific actions to enhance our
profitability and returns in Continental Europe,
both in 2025 and the medium-term. While our
tightened focus is aligned to delivering returns,
we will, as ever, continue to enhance our customer
proposition and capabilities to drive profitability
through like-for-like sales growth.
Our strategy is the right one, we have confidence
in its delivery and our model positions us to
deliver sustainable growth and value creation
for our shareholders. In the medium term, we
expect that the combination of attractive and
structurally growing markets, our capabilities
and propositions for driving like-for-like growth,
and our ability to drive efficiencies and margin
enhancement will result in a cash generative
model that delivers both compounding growth
and shareholder returns.
Performance
We delivered a good full year performance,
driven particularly by a strong second half.
Full year revenue was £3.4bn, a 17% increase
on last year on a constant currency basis.
This was driven by strong like-for-like sales of
9%, benefitting from the continued recovery in
passenger numbers, particularly in the air sector,
as well as our stronger customer offer and digital
proposition. We also delivered net contract gains
of 4%, with an additional benefit of 4% from
acquisitions. Underlying pre-IFRS 16 operating
profit was £206m, with the impact of trading
headwinds offset by non-recurring income.
This performance represented a 32% increase
year on year on a constant currency basis and
a 70 bps increase in operating margin.
A strong focus on cash and working capital
resulted in pre-IFRS 16 net debt at £593m and
leverage at 1.7x (net debt to underlying EBITDA,
on a pre-IFRS 16 basis). Including a non-recurring
benefit on the interest and tax lines of our income
statement, we delivered an increased EPS level
for the year of 10 pence.
Driving forward this growth
strategy has required a
significant step up in capital
investment over the last two
years, and we are fully focused
on delivering strong returns
from this.
Corporate governance
Financial statements
Strategic report
Overview
09
SSP Group plc Annual Report 2024
CEO’s statement continued
Given the seasonality of our business, much
of our profitability is delivered in the second half
of the year, and in particular, the fourth quarter.
Our second half revenue was up 16% with
like-for-like sales up 7% year on year, against a
strong comparable period in 2023, and operating
profit (pre-IFRS16) was up 35% year on year,
all on a constant currency basis.
Including a benefit from acquisitions, full year
revenue was delivered at the upper end of the
planning assumption range that we set for the
year and operating profit was at the lower end of
the range. Stronger than expected contributions
from North America and the APAC & EEME
regions (where we operate with joint venture
partners) partially offset the operating profit
performance in Continental Europe. However,
the mix of profitability, with a greater share
coming from businesses where we work with joint
venture partners, impacted the flow through to
Group earnings and cashflow in the year.
Three of our four regional divisions – North
America, APAC & EEME and the UK – delivered
at or ahead of our performance expectations this
year. However, the performance in Continental
Europe was below our expectations and this has
impacted the delivery of EPS and free cash flow.
While some parts of the business, notably Spain
and Mediterranean holiday destinations, traded
well, the region was impacted by a number of
external headwinds as well as operational and
execution challenges. In Germany, profitability
is being impacted by a weaker economy and by our
motorway service station of which we have agreed
a phased exit completing in 2026. Structurally, the
slower recovery in the rail sector (compared to Air),
which accounts for approximately a third of the
region, was compounded by industrial action
impacting rail passenger numbers, most notably
in France and Germany. The extensive renewal
and mobilisation programme, predominantly
in our Nordic markets, has benefited our long-term
business by broadly maintaining market share and
enhancing our remaining contract term, but, given
the scale of the disruption and pre-opening costs
incurred, we are not yet delivering the operating
margins we would anticipate at maturity. Finally,
over the summer, execution and performance was
behind our expectations notably around the Paris
Olympics. We planned for a step up in demand
through July and August, increasing our staffing
levels accordingly, however the demand did not
come through as expected, as non-Olympic
tourists and commuters stayed away from Paris
and the dwell times in rail stations during the
Games contracted. It was not then possible to fully
mitigate both the loss of revenue and associated
labour costs.
In response to the performance challenges
in Continental Europe, we have taken decisive
action and have in place a five-point recovery plan.
We acted to change the leadership and appointed
a new regional CEO, Satya Menard, based in Paris,
who joined in September. Satya is leading and
driving the actions that will underpin delivery
of our recovery into 2025 and the medium-term.
The plan includes an intensified and expedited
focus on optimising the performance of the large
number of new and refurbished units that we
have opened this year, a more streamlined senior
leadership structure and lower cost operating
model across the whole region, actions to reduce
the cost base through optimisation of food, labour
and overheads and the continued roll out of digital
solutions, disciplined management of our German
MSA business ahead of our contracted exit by
2026, and a continued focus on driving like-for-like
sales across the business through enhanced
customer offers, particularly in Rail.
As we look towards FY25, the anticipated
improvement in operating profit performance
in Continental Europe, where we do not operate
with joint venture partners, is expected to flow
directly through to earnings and cashflow.
Strategic update
Our investments into new business gains and
M&A have allowed us to grow in North America,
India, Australia, and the Middle East – all
geographies forecasted to benefit from
significant structural passenger growth in the
medium and long term. For example, in North
America, we completed the full integration of
three recent acquisitions, with profits and returns
in line with expectations, and we now operate in
53 of the 200 busiest airports in North America.
In Asia Pacific, we won an important new contract
at the new Noida Airport (near Delhi) in India,
and we entered the New Zealand market for
the first time. We announced and completed
the acquisition of ARE in Australia, which gave
us more than 60 additional outlets across seven
airports. We also significantly expanded our
presence in the Middle East, mobilising 21 new
units in Saudi Arabia at Riyadh and Jeddah airports.
We exited China at the beginning of the year to
focus on markets where we can make more value
for shareholders.
We have invested to strengthen our UK and
European businesses – including renewing and
extending important parts of our contract base,
for example at Liverpool Airport, London
Heathrow, Tenerife North and South, Frankfurt
Airport, Oslo Airport and Marseille Airport.
We are focused on optimising the performance
of these units to deliver returns as quickly as
possible and will continue a disciplined and
targeted approach to growth going forward.
Alongside this we’ve deepened our capabilities,
putting us in a more competitive position to drive
like-for-like sales and secure new business. We
continued to improve our customer propositions
in terms of the owned and franchised brands we
offer, the quality of products we serve and the
formats we develop, and this year we launched
a number of exciting new restaurants and bars
to market including The Independent at Brisbane
Airport, Aster & Thyme at Newcastle Airport
and Guy Fieri’s Flavortown Kitchen + Bar at
Newark Airport. We have invested in our Upper
Crust brand, with a new menu and new look visual
identity, which will roll out more fully next year.
We also enhanced our lounge offer, opening
Skala Lounge at Larnaca Airport in Cyprus and
the Kyra Lounge in Hong Kong.
With regards to digital technology, we accelerated
our roll out of Order@Table, digital signage and
kiosks to improve the customer experience and
drive greater average transaction value. In terms
of our people agenda, we have placed an increased
focus on organisational effectiveness, ensuring
we have the right structures in place to drive
performance and returns in FY25. Finally, we made
good progress against our sustainability targets,
with highlights this year including implementing
customer-focused carbon labelling for selected
brands in the UK and UAE and launching our
new Responsible Marketing Principles. This year
also saw us collaborating much more closely with
brand partners and clients, positioning SSP as
a ‘partner of choice’ to collaborate on shared
sustainability goals.
Corporate governance
Financial statements
Strategic report
Overview
10
SSP Group plc Annual Report 2024
CEO’s statement continued
As ever, it is critical that we are an efficient and
value-enhancing business, and we have made
good progress to further our Value Creation Plan
with a number of efficiency initiatives, such as the
roll out of our Workforce Management System in
the UK, the digitisation of our back-office systems,
our continued partnership with Too Good to Go to
reduce waste, as well as menu optimisation and
equipment standardisation in our units globally.
We recognise that driving forward this growth
strategy has required a significant step up in
capital investment over the last two years,
and we are fully focused on delivering strong
returns from this.
Looking ahead
While we face into continued macroeconomic
and political uncertainty, we believe that demand
for travel will remain resilient and is well set for
near and long-term structural growth. As we look
ahead to FY25, we will have a tighter agenda with
a critical focus on enhancing efficiency to drive
profitability, simplifying and streamlining our
structures and processes and driving the
expected returns from the elevated levels
of recent investment.
With a granular operating plan to build margins,
profitability, cashflow, and further improve our
leverage, our focus in FY25 is all on delivery
and we are confident in our capability to do this.
Most importantly, this will be seen in Continental
Europe where the set of current and planned
actions will drive enhanced returns. Allied to
the delivery of our financial aspirations, we have
strengthened the alignment of reward to the
delivery of stretching financial targets based
on EPS, ROCE and TSR.
We look to next year and beyond with confidence
as we continue to see significant opportunities
for SSP to drive compounding long-term growth
and returns, and on behalf both of myself and our
Executive Team, I would like to thank our c.49,000
dedicated colleagues around the world for all
their efforts, our clients and brand partners for
their ongoing support and commitment to us,
and our Board for its guidance over the year.
Patrick Coveney
Group Chief Executive Officer
2 December 2024
Corporate governance
Financial statements
Strategic report
Overview
11
SSP Group plc Annual Report 2024
Understanding the travel F&B market
Continued growth in global travel
There was significant growth in passenger
numbers in 2024, with global air passenger traffic
reaching 2019 levels or beyond in most regions,
notably +11% in the Middle East and +4.2% in
North America.¹ Demand for travel in Europe also
remained strong in the year, with European flight
traffic and overnight stays continuing to grow
above 2023 levels.²
In Asia Pacific, overall, passenger levels in the
region in the first half of 2024 were 18% higher
than at the same time in 2023.³ Chinese travellers
are back to being the biggest spenders on
international travel within the region, although
the country’s passenger numbers are yet to
recover to 2019 levels.⁴
This growth in travel is expected to continue. ACI
predicts that global passenger traffic in 2024 will
represent 104% of 2019 levels, with an estimated
9.5bn passengers passing through the world’s
airports this year, representing a 10% growth
on 2023 levels. Its forecasts suggest a steady
compound annual growth rate of +4.3%
between 2023 and 2042.⁵
In Rail, passenger levels continued to recover, albeit
at a slower pace and are not yet back to pre-Covid
levels due to the adoption of hybrid working
patterns. In the UK, the number of passenger
journeys increased by 16% compared to 2023.⁶
In Europe, all countries reported increases in the
number of passengers transported by rail in 2023
compared with 2022.⁷
Overall, travel remains resilient, particularly for
younger generations (millennials and Gen Zs) and
more affluent demographics. Despite the impact
of inflationary pressures, travel is still high on the
list of priorities for people who want to spend
their discretionary income, and 66% of travellers
are more interested in travel now than they were
pre-Covid-19.8
Travel behaviours are changing
Leisure, domestic and short-haul travel have
been the biggest contributors to the growth of
overall air travel. Though business travel has yet
to recover to pre-Covid-19 levels, in the past year,
a new trend called ‘bleisure’ travel has emerged,
in other words, extending a business trip into a
holiday or remote working opportunity. In 2024,
there was a notable increase in extended stays,
averaging nearly five days compared to four days
in 2019.⁹ As more people can work flexibly, they
can extend leisure trips into remote working days,
and prolong their holiday stays.
Additionally, traditional holiday times and
destinations are evolving, with shoulder seasons
becoming more significant. Travellers have been
increasingly choosing to travel just before or after
the peak summer holiday season (May-June and
September-October) and to new destinations
to avoid crowds, higher costs and increasing
temperatures. Demographic changes in the
traveller population are driving this shift, with
more retirees and households without children
travelling for leisure. A boom of new travel
destinations is pushing tourism in countries like
the UAE and Saudi Arabia. In 2023, Saudi Arabia
witnessed a 56% increase in inbound visitor
arrivals and a 71% rise in domestic arrivals
compared to 2019.¹0
Strong demand for food and drink in travel
Leisure travellers are driving spend in the travel
sector, which has been less affected by pressures
on consumer spending than many other
consumer sectors.¹1
The rise in leisure travellers means dwell times
are longer, and they are more likely to spend time
in the departure area before a flight. For many,
their holiday starts at the airport. The combination
of this, coupled with the reduction of in-flight F&B
offerings on short-haul flights, means customers
are more likely to spend time consuming food and
drink at the airport.
In 2024, Food and Beverage was the highest
growing non-aeronautic revenue for airports
compared to 2021.¹2 More than 50% of customers
we surveyed as part of our Food Travel Insights
Survey see eating and drinking at the airport as
an important part of their journey. Additionally,
more than 80% said they were more likely to buy
food and drink at the airport, with a growing
proportion seeking out more ethical and
sustainable food.¹³
Trends impacting our sector
Several trends influence
and impact our sector and
our customers. We monitor
and adapt to these trends
to meet ever-changing
stakeholder expectations.
1
ACI World Traffic Report, as presented on 28 August 2024.
2 Mastercard Economics Institute, Travel Trends 2024:
Breaking Boundaries.
3 ACI World Traffic Report, as presented on 28 August 2024.
4 Skift State of Travel Report, 2024.
5 ACI World Airport Traffic Forecasts, 2023-2052.
6 Office of Rail and Road, 2024.
7 Eurostat, Railway passenger transport statistics, September 2024.
8 McKinsey ConsumerWise Sentiment Data (UK, Germany, Spain, Italy
and France), May 2024.
9 Mastercard Economics Institute, Travel Trends 2024:
Breaking Boundaries.
10 Skift State of Travel Report, 2024.
11 Skift State of Travel Report, 2024.
12 ACI World KPI Economic Report 2017-2024, as presented
on 28 August 2024.
13 SSP Food Travel Insights Survey, 2022.
Corporate governance
Financial statements
Strategic report
Overview
12
SSP Group plc Annual Report 2024
Understanding the travel F&B market continued
Key customer trends
There are a number of trends shaping customers’
attitudes and behaviours. These trends are
constantly evolving and so too is the way we
respond to them.
‘Experience economy’
1
McKinsey, The State of Tourism and Hospitality, 2024.
2 CNN, How Taylor Swift’s ‘The Eras Tour’ is changing travel,
28 November 2023.
Consumers, specifically millennials and Gen Z, are
willing to spend money on experiences, including
travel and food, rather than material items, which
is driving demand. 52% of Gen Z say they splurge
on experiences vs 29% of baby boomers.¹ In this
‘experience economy’, consumers seek out unique
and memorable experiences that offer points of
connection and engage multiple senses.
People are also travelling more for music and
sports events. This year, we saw the impact of
global events such as the Taylor Swift Eras Tour
and the 2024 European Football Championship.
For example, the Eras Tour is estimated to have
created long-tail effects on tour destinations
where fans decided to enjoy a holiday after
attending the concert.² Across Sweden and
Australia, we witnessed a c.20% uplift in sales in
our units as a result of tour concerts which took
place in Stockholm, Sydney and Melbourne.
How we are responding
• Providing a truly local experience: We create
unique concepts that celebrate authentic
experiences and provide a ‘sense of place’,
such as Maison Yellow at Marseille Airport,
which celebrates the cocktail drink typical
of the French city across its menu and design.
We are also building units with striking
designs celebrating local landmarks, such
as KL twin towers in our Hard Rock Café
in Kuala Lumpur.
• Creating experience-led concepts: We
design concepts that provide customers
with an exciting experience that goes beyond
F&B. At BrewDog at Gatwick Airport (UK)
and Sky Gamerz at Seattle Airport (USA),
we installed screens, arcade and video
games which customers can enjoy while
having a drink. In our Travel Club Lounge at
Kuala Lumpur Airport (Malaysia), travellers
can experience our golf simulator as they
wait for their flight.
Corporate governance
Financial statements
Strategic report
Overview
13
SSP Group plc Annual Report 2024
Key customer trends continued
Health and wellbeing
Understanding the travel F&B market continued
How we are responding
• Encouraging healthier choices: We
developed ‘A Better Choice’ iconography
to help customers choose options that
meet their dietary needs or preferences.
The icons are available in Bahrain, Finland,
Norway, Sweden and Thailand. In the US, we
use nutritional icons to indicate ‘vegetarian’,
‘plant-based’ or ‘below 600 calories’ menu
items. Across our own brands, 35% of the
meals we offer are plant-based or vegetarian
and our ‘People & Planet Menu Framework’
provides guidelines for our culinary teams
to develop healthier options.
• Launching our Responsible Marketing
Principles: We developed new Responsible
Marketing Principles to better protect our
customers from vague or misleading claims.
Now launched globally, these principles help
ensure clear, accurate and evidence-based
customer communications, particularly
when marketing to children and teens
and for health and green claims.
Consumers increasingly take a holistic approach
to health, seeking products that support them
mentally and physically. They are more aware
of the importance of a healthy diet, with 67%
of customers in our Food Travel Insights Survey
saying they want healthy food and drink options
when travelling.¹ They want to make healthier
food choices, reducing the amount of sugar,
calories, salt and alcohol in their diets while
allowing for indulgence.
This ‘health-conscious’ approach is now key for
customers looking for nourishing whole foods
aligned with their healthier lifestyle choices. They
want transparent and clear nutritional information
to make informed decisions when selecting food
options that meet diverse dietary needs and,
importantly, food that is appealing and tastes good.
Read our Responsible Marketing Principles
on our website.
The acceleration of digital
The accelerated use of technology has increased
consumer demand for products and services that
simplify and speed up their experience. Travellers
are largely connected and rely on their devices
during their journey. They expect to browse,
order, and pay using their mobile.
The digital revolution is reshaping behaviours and
expectations, driven by more affordable technology,
rapid advancements in artificial intelligence (AI)
and the rise of tech-savvy generations.
While the level of digital adoption varies in the
hospitality and restaurant sectors within the travel
industry, digital technology is driving significant
transformation through AI. From streamlined
mobile ordering and personalised dining
experiences to the integration of Order at Table
(OAT) and self-service kiosks, technology is
enhancing convenience and efficiency for travellers.
How we are responding
• Improving our customer experience through
digital technology: We are simplifying the
customer journey by building units that put
digital at the core of their experience. For
example, installing digital screens to inform
customers of their waiting time or using AI
to pitch more relevant menu options through
digital ordering. We also continue to roll out
digital ordering and payment systems,
including OAT, across our units globally.
Read more about how we are digitising our customer
experience on pages 25-26.
1
SSP Food Travel Insights Survey, 2022.
Corporate governance
Financial statements
Strategic report
Overview
14
SSP Group plc Annual Report 2024
Our journey
SSP Group plc | Sustainability Report 2024
to a sustainable future
Sustainability and climate action
We are acutely aware of the social and
environmental impacts associated with the food,
travel and aviation sectors. However, we see this
as an opportunity to collaborate to drive positive
change, making the airport experience more
sustainable for everyone.
The effects of climate change and biodiversity
loss are being observed worldwide, with 2023
officially confirmed as the hottest year on record
and 2024 set to exceed it.¹ The next few years will
be critical for widespread collaboration by all
stakeholders, including governments, businesses,
consumers, NGOs and communities.
People are becoming increasingly conscious
of how their choices and purchases impact the
environment, people and their local and global
communities. As a result, many are actively seeking
to reduce their environmental footprint by choosing
brands and products that align with their values.
Eco-fatigued consumers, overwhelmed by vague
and unclear messaging, now expect corporations
to provide unambiguous evidence-based claims
of their sustainability impacts.
These growing climate concerns drive regulatory
changes, shift consumer preferences and drive
greater corporate accountability and transparency
around the main environmental and social risks
and impacts.
How we are responding
• Progressing our net-zero transition plan:
We continue to make progress against our
ambitious science-based target to achieve
net-zero GHG emissions by 2040, from our
2019 base year. With the vast majority of
our footprint relating to Scope 3 food
emissions, we have stepped up our menu
decarbonisation initiatives. These included
our partnership with Klimato, a digital
platform to calculate, monitor and
communicate the climate impact of our
own-brand recipes in the UK and United
Arab Emirates.
• Preparing for new and emerging ESG
regulation: We are preparing for the
new EU Deforestation Regulation (EUDR),
which takes effect from the end of 2025
and the upcoming Corporate Sustainability
Reporting Directive (CSRD). In relation to
CSRD, our current focus is on completing our
double materiality assessment.
Understanding the travel F&B market continued
Key customer trends continued
1
World Meteorological Organization, State of the Global Climate 2023,
The year 2024 set to end up as the warmest on record, Copernicus
Climate Change Service, 2024.
2 Edelman Trust Barometer, 2024.
Our Sustainability Report complements this report.
Find it on our website:
www.foodtravelexperts.com/sustainability
The need for value
More than 70% of consumers still worry
about inflation and job loss². Most consumers
have continued to adjust their purchasing habits
in response to high prices, even though levels
of inflation have fallen more recently.
Even though people who travel by air tend to be
more affluent than the rest of society, they’re still
looking for good value for money when purchasing
food and drink in a travel setting.
How we are responding
• Evolving our brand portfolio to adapt to
different needs: We constantly evolve our
brand portfolio to respond to the needs of
different customers, especially those who
may be more cost-conscious. For example, in
Germany we operate a number of BackWerk
units, a brand that offers low-cost options
in rail stations across the country. This year,
we also further developed our partnership
with Pret, offering high-quality products
at a reasonable price.
• Adapting our menus to propose options
for different budgets: We optimise our
menus to include more affordable options,
alongside more premium items. Our ‘good,
better, best’ approach means we propose
options that suit different budgets.
Corporate governance
Financial statements
Strategic report
Overview
15
SSP Group plc Annual Report 2024
Our business model
Delivering sustainable value for all stakeholders
Our five competitive advantages
What we do and how we deliver on being the best part of the journey
1
Leading market positions
We have leading positions in some of the
most attractive travel food and beverage market
sectors. Our extensive brand portfolio and
established management and operational teams
across 37 countries underpin our position.
2
Food travel expertise
We provide a compelling proposition for clients
and customers based on our culinary expertise.
Our proposition includes a deep understanding
of our customers’ desires, an extensive offering
of brands and concepts to meet their needs, and
expert knowledge of operating in complex and
logistically demanding travel environments.
3
Long-term client relationships
The owners and operators of airports and railway
stations are our main clients. We also have a
presence in other non-travel locations including
hospitals and shopping centres. We have excellent,
long-standing relationships with many clients and
have high success rates in retaining our contracts.
4
Skilled and engaged colleagues
Our c.49,000 colleagues have a broad range
of skills and experience spanning the food and
beverage, travel and retail industries. In all our
markets, the business is led by dedicated senior
management teams focused on business
development, sales, finance, marketing and
operations, largely comprised of local nationals.
5
Local insight and international scale
Our robust local presence means we understand
our customers’ tastes and needs and maintain
close relationships with clients and brand partners,
creating a ‘sense of place’ in our units. The deep
knowledge we possess of each market in which
we operate is enhanced by our relationships
with JV partners in select countries across Asia
Pacific, EEME and the USA. Our global presence
also gives us scale and additional expertise.
We have years of specialist know-how in travel environments with a highly complex operating model.
What we do
Set up the right brands and concepts
in the right locations
Understanding our client and customer needs
We commission surveys and access industry
research to understand our customers’ needs.
Our understanding means we can develop
innovative concepts and brands aligned with
their requirements. These insights inform our
customer proposition as we develop concepts
adapted to the passengers’ needs by
geographies and customer segments.
Developing tailored food
and beverage solutions
Customer insights ensure we tailor our offer
to each travel location we serve. Our extensive
brand portfolio includes brands we own and
brands we franchise, from local heroes to
international brands. We specialise in ‘travelising’
menus, bringing quality food and beverages to
those on the move across six formats: cafés
and bakeries, convenience retail, casual dining
restaurants, quick-serve restaurants, bars
and lounges.
How we do it
Deliver the best food and beverage
experiences in travel
Supplying food and beverage solutions
with integrity
We primarily source the food we serve and
the products we sell from local suppliers and
wholesalers, and have long-standing relationships
with many of these. We are committed to
sourcing our products and ingredients with
due care for the environment and the people
involved in their production and manufacture.
Providing operational excellence
and superior customer service
We operate F&B units within our clients’ travel
locations, delivering efficiency and performance
to clients, brand partners and colleagues.
Our high-quality food service standards help
us maintain and extend existing contracts and
win new business.
Corporate governance
Financial statements
Strategic report
Overview
16
SSP Group plc Annual Report 2024
Sustainable,
high growth
and returns
L
ik
e
-f
o
r
-l
i
k
e
r
e
v
e
n
u
e
g
r
o
w
t
h
N
e
w
b
u
s
i
n
e
s
s
d
e
v
e
l
o
p
m
e
n
t
g
e
n
er
a
t
io
n
C
a
s
h
fl
o
w
c
o
n
v
e
r
si
o
n
P
r
o
fi
t
Creating long-term sustainable growth and returns – our performance model
The value we create for our stakeholders
We rely on our well-established performance framework to create shareholder value.
Our disciplined approach to financial management continues to support sustainable business growth.
Read more about our strategy on pages 18-31.
Find out more about how we engage
with our stakeholders on pages 53-63.
Customers
By offering high-quality products and brands, with
a broad range of choice to meet diverse preferences.
4.4/5.0
customer feedback score as
measured by Reputation tool
3.97/5.0
score in Colleague
Engagement Survey
17.7%
return on capital employed
£750m
total concession fees paid
c.100
JV partners globally
c.80
new brand partners this year
c.10 years
average length of relationship
with key distributors
5%
reduction in absolute Scope 1
& 2 GHG emissions vs. 2019
Colleagues
By being a great place to work where everyone
can fulfil their potential.
Investors and lenders
By generating sustainable long-term profitable
growth and returns.
Clients
By delivering exceptional service to their passengers.
Joint venture (JV) partners
By sharing the profit that we generate through
our joint operations.
Brand partners
By providing exposure to a wider range of customers,
particularly in markets where they don’t operate.
Suppliers
By building long-lasting and mutually beneficial
relationships across our supply chain.
Communities, NGOs and society
By providing job opportunities, charitable support,
food donations and sustainability initiatives.
Government and regulators
By supporting local economies and contributing our
experience and expertise to areas of policy development.
Our business model continued
Corporate governance
Financial statements
Strategic report
Overview
17
SSP Group plc Annual Report 2024
Our strategy
Strategy overview
To deliver our purpose and vision, we are focused on growing our market-leading positions in the food travel sector in global markets.
Our strategy is to accelerate revenue growth, including like-for-like and new business growth, which we convert efficiently to drive profit, cash and economic returns.
Our strategy drives our performance framework
Our disciplined approach to financial management continues to enable us to grow our business sustainably.
Prioritising high-growth
markets
Enhancing business
capabilities to drive
growth and performance
Driving operational
efficiencies
Priorities:
• Increase focus on air channel
• Accelerate growth in
North America and targeted
Asia Pacific and EEME
• Grow selectively in the
UK and Europe
Associated KPIs:
• Revenue
• Like-for-like revenue
• Net gains
• Return on Capital Employed
Priorities:
• Develop great customer
propositions
• Digitise the customer experience
• Support our people and culture
• Build a sustainable business
Associated KPIs:
• Revenue
• Like-for-like revenue
• Net gains
• Colleague engagement score
• Customer feedback score
• Women in senior leadership roles
• Scope 1 and 2 GHG emissions
Priorities:
• Deliver our Value Creation Plan to
drive productivity and efficiency
• Optimise commercial, purchasing
and supply chain operations
• Use technology and automation
to simplify operations and
enhance productivity
Associated KPIs:
• Underlying profit margin
• Underlying operating profit
• Leverage
• Free cash flow
• Return on Capital Employed
• Underlying EPS
Read more about our KPIs on pages 32-33
and risks on pages 72-84.
Key to associated risk
Increasing Stable Decreasing
Associated risks:
Geopolitical and
macroeconomic events
Information security
Competition
landscape
Health and safety
Product safety
and quality
Expansion into
new markets
Sustainability
Supply chain and
product cost inflation
Legal and regulatory
compliance
Realisation of returns
on capital invested
People
Availability of labour
and wage inflation
Read more
on pages 21-28.
Associated risks:
Geo-political and
macroeconomic events
Competition
landscape
Expansion into
new markets
Supply chain and
product cost inflation
Legal and regulatory
compliance
Realisation of returns
on capital invested
People
Availability of labour
and wage inflation
Read more
on pages 19-20.
Associated risks:
Information security
Supply chain and
product cost inflation
Realisation of returns
on capital invested
People
Availability of labour
and wage inflation
Read more
on pages 29-31.
Corporate governance
Financial statements
Strategic report
Overview
18
SSP Group plc Annual Report 2024
Our strategy continued
Prioritising high-growth markets
For the past two years, we have taken
advantage of market dynamics to grow
our footprint, prioritising our resources and
investment towards high growth opportunities,
both in terms of channels and geographies.
Highlights from 2024
• 39% of our sales delivered in North America
and APAC & EEME regions.
• Entered two new high growth markets,
Saudi Arabia and New Zealand.
• Announced the acquisition of a stake in a new
JV, which will mark our entry into Indonesia.
• Completed the three acquisitions in North
America and one in Australia.
Priorities for 2025
• Drive returns on the elevated levels
of capital investment.
• Target selective growth opportunities.
• Integrate M&A activities.
• Optimise our new unit openings.
c.90%
of new business wins in Air
39%
of Group sales delivered in North America
and APAC & EEME
We have been evolving our business to one that is
more focused on the air sector and geographically
skewed to high-growth markets.
In terms of channel mix, the future growth and
returns of our business will be principally driven
by air, which benefits from a number of attractive
structural growth trends globally (see page 3).
Geographically, the strong opportunity of growth
in the air channel is expected to be in North
America, Asia and the Middle East.
Throughout the past two years, we have chosen
to invest to grow in these markets, both through
new contracts as well as infill M&A, primarily in
North America, where we have a relatively low
market share and a unique business model. We
have also targeted expansion in the Asia Pacific
and Middle East regions, where we frequently
operate with JV partners giving us access to local
knowledge, brands and concepts, and relationships
with clients and governments.
In the second half of the year, we began to shift
our focus towards integrating the businesses we
had already acquired and driving returns from
these investments.
As at the end of 2024, 39% of Group sales
originated from our North America and APAC
and EEME divisions, compared to 37% in FY23
and 32% in FY22.
This year, we delivered net gains of 4%
and a further 4% in revenue growth from
our acquisitions.
We have a strict process governing our approach
to investments and capital allocation. For this
reason, we are primarily focused on growing
organically, as this is where we typically see the
highest returns. In FY24, selective infill M&A
opportunities also strengthened our positions
in key markets.
Through the guidance of our Group Investment
Committee, which reviews any investment of
more than £100k, we invest in contracts with the
right strategic fit and that are expected to deliver
financial returns in line with our criteria, which
includes a 3-4 year discounted payback. With
regards to M&A, we have strict investment
hurdles and expect each investment to deliver
IRR’s in excess of 15%.
A rigorous investment process focused on returns
Approach to investment appraisal and
post-investment reviews unchanged from
pre-Covid period
Investment appraisal process
• All project spend (>£100k) reviewed
by the Group Investment Committee.
• Consistent models and benchmarks
used across all Group investments.
• Projects frequently refined over
multiple stages to optimise returns
(including detailed capex appraisal).
• Typically seeking c.3-4 year discounted
paybacks and minimum hurdle rate of
20% post-tax IRR for organic projects.
Post-investment review cycle
• Approach embedded for over 10 years.
• Investment models re-run with latest
trading and P&L data, actual capex and
updated forecasts for sales growth.
• On average target hurdle rates
comfortably exceeded.
• 2024 reviews (first post-Covid)
– had results consistent with history.
Read more about our market trends on pages 12-15.
Corporate governance
Financial statements
Strategic report
Overview
19
SSP Group plc Annual Report 2024
New business wins and retentions
We saw good new business growth across the
whole of the Group in FY24, with a particular focus
on growth across North America, Asia Pacific, India
and the Middle East, with approximately c.80%
of our new business wins in these fast-growing
regions. This included contract wins at Sarasota
Airport and Spokane Airport in the USA – both
new airport clients for SSP – and Noida Airport
in India, a recently constructed airport near Delhi.
We also won new business giving us entry into
four new markets, with contract wins in Riyadh
and Jeddah airports (Saudi Arabia) and
Christchurch Airport (New Zealand) – which are
already operational – and Sofia Airport (Bulgaria)
and Vilnius Airport (Lithuania), where we will start
operations next year. Additionally, we announced
the acquisition of a stake in a new JV, which will
mark our entry into Indonesia.
At the same time, we continued to deliver good
retention rates on contracts across Continental
Europe and the UK. For example, we had renewals
on high value contracts at a number of airports,
including Oslo (Norway) where we retained our
overall position at the airport and Liverpool
John Lennon (UK). In addition, we expanded
our presence in important leisure-driven
destinations, including in several Greek islands
and in Spain at Mallorca, and Tenerife South and
North, which secures our business at the latter
airport beyond 2030. We also secured business
at Menorca Airport for the first time.
Our strategy continued
Prioritising high-growth markets continued
A year of good new business growth
Selective M&A
In addition to organic expansion, we allocated
capital to support growth through disciplined
M&A, which has served to provide entry into new
markets and sites and gain market scale. This year,
we deployed our M&A spend in the strategic
regions that combine structural growth with
our ability to generate returns.
In 2024, we completed a number of important
acquisitions, including the ARE business in
Australia (see case study), the final airport (Denver)
of the Midway Concessions deal, which largely
completed in FY23, Mack II, in which we acquired
8 units at Atlanta Airport and ECG Venture Capital
in Canada. More information can be found in the
North America regional review.
2025 Priorities
Through FY25, we will focus on driving
profitability and delivering the returns on our
investments, ensuring our operating and financial
performance better reflects the intrinsic value
within our business. As we mobilise our new
business pipeline and our recently opened and
renewed units, our focus is on optimising their
operating and financial performance.
As we deliver the expected returns from our
recent heightened investment, which has been
a function of post-Covid catch up and a more
intense period of renewals and maintenance,
we are planning for a lower level of capital
expenditure in the year ahead.
With regards to M&A, we will be focused on
continuing to integrate the businesses we acquired
and delivering on the business case and we do not
anticipate any further near-term M&A activity.
Consistent with our strategy of accelerating
growth in Asia Pacific, in May 2024 we acquired
Airport Retail Enterprises Pty Ltd (‘ARE’) in
Australia. ARE’s portfolio of 62 outlets at the
time, principally bars, casual dining restaurants
and cafés across seven Australian airports,
was highly complementary to SSP’s existing
operations. As a result of the acquisition, we
gained entry into four new airports: Canberra,
Gold Coast, Townsville and Mount Isa.
Following the acquisition, we had a team of
c.2,400 colleagues operating c.100 units across
11 of the largest 19 airports in Australia.
ARE ‘s proven capability in designing and
operating large format bars and casual dining
restaurants, its deep relationships with East
Coast airports and iconic Australian brands,
and the opportunity for combined efficiencies
underpin the anticipated returns on this
acquisition. The integration to form a cohesive
business under a single management team is
progressing well and performance is in line
with expectations.
Strategy in action
EXPANDING OUR AUSTRALIAN FOOTPRINT WITH ARE ACQUISITION
Corporate governance
Financial statements
Strategic report
Overview
20
SSP Group plc Annual Report 2024
Our strategy continued
Enhancing business capabilities to drive growth and performance
c.3,000
units globally
4.4/5.0
customer feedback score
Our deep customer insights, food travel
expertise, extensive portfolio of brands and
innovative concepts help us deliver leading
food and retail propositions aligned to our
clients’ needs and goals.
Highlights from 2024
• Increased our global ‘Reputation’ customer
feedback score from 4.2/5.0 to 4.4/5.0.
• Partnered with c.80 new brands.
• Won more than 25 FAB awards, the leading
industry awards for the travel F&B sector.
• Expanded our presence in lounges, now
totalling c.40 lounges across 13 markets.
• Opened convenience retail stores in four
new markets.
Priorities for 2025
• Further rollout of our ‘Reputation’
measurement tool across our markets.
• Continue to refresh our own brands.
• Identify potential new brand partners
to enhance our customer proposition.
• Continue to develop our retail and lounge
capabilities globally.
We have strengthened our internal capabilities
to drive competitive advantage, mainly by
continually improving our concepts and brands,
maximising the potential of our digital solutions,
engaging and developing our people and
embedding sustainability in our business practices.
This approach helps us attract new business and
increase like-for-like sales, which in FY24
increased by 9% year-on-year.
Developing great customer propositions
Our customers are at the heart of our decision-
making. We deliver our purpose of being the best
part of their journey by using our knowledge and
expertise to develop formats and concepts that
offer customers quality food and beverages and
an excellent overall experience. Delivering our
purpose helps retain existing business with our
clients and win new business. It also drives
like-for-like revenues through increasing
penetration rates and ticket spend. Customers’
direct feedback anchors our ability to respond to
their desires. We use our ‘Reputation’ tool – now
across 15 markets – to monitor customer feedback
across areas including food quality, customer
service and speed of service. Enhancing our
proposition has led to customer feedback score
improvements from 4.2 last year to 4.4 out of 5.0
this year.
Diversifying our formats
We know our customers are increasingly
looking for unique and memorable experiences.
Continuing to innovate and develop new formats
with ‘travelised’ menus is central to providing great
experiences. We have been doing this by launching
exciting concepts and developing new formats.
We have made significant progress developing
our lounge and convenience retail offer.
We now operate around 250 retail units globally.
We continued to roll out our SSP-owned retail
concept Point across three new markets –
Thailand, Iceland, Switzerland – to bring ‘freshly
made food to go’ to the convenience sector. From
an initial presence in the Nordics, we now operate
around 40 Point units. In UK convenience retail,
where we have significant capability through
M&S, we invested in a renewal programme behind
this brand (see UK & I regional review on pages
38-39), and expanded our own brand Café Local,
a travel-focused café and retail concept we
developed for regional rail stations. In addition,
we entered the convenience retail space in North
America, opening 12 convenience retail stores
across four airports.
We have also scaled up our lounge offer.
For example, we opened the Skala Lounge at
Larnaca International Airport (Cyprus) and the
Kyra Lounge at Hong Kong International Airport.
These new concepts aim to elevate customers’
lounge experience, with premium services tailored
to different travellers’ needs, including families,
solo leisure travellers and business travellers.
Strengthening partnerships with clients
and brand partners
Brand partners are central to our success,
and we partner with some of the world’s biggest
international names as well as local favourites.
These important relationships depend on trust,
and we work to sustain and build long-term
relationships. Brand partners trust us to
effectively tailor their offer to the specific
and changing needs of the traveling customer.
Corporate governance
Financial statements
Strategic report
Overview
21
SSP Group plc Annual Report 2024
Our strategy continued
Enhancing business capabilities to drive growth and performance continued
Developing great customer propositions continued
In 2024, we started working with new brand
partners, including Wagamama in India and
Bo&Mie in France. As part of our recent wins
at Riyadh and Jeddah airports (Saudi Arabia),
we also secured new partnerships with several
well-known brands, including French high-end
bakery brand Eric Kayser, British restaurant
Pizza Express and Crêpeaffaire, a family-owned
London-based crepe concept. We also continued
to develop our existing partnerships, such as with
Pret A Manger, launching the brand in Greece and
strengthening the brand’s presence in Saudi Arabia
with openings across Jeddah and Riyadh Airports.
Developing innovative concepts
This year, we opened several new bars, restaurants,
cafés and stores worldwide. We have continued
to innovate and develop our proposition to
improve customers’ experiences. For example,
we launched Eastward Long Island Kitchen in the
USA and The Independent in Australia. In the UK,
we built on the successful launch of our Juniper
brand at Gatwick Airport by opening a further
five premium bars and restaurants in Newcastle,
Manchester, Liverpool, London City and
Heathrow airports. In June, we opened The Vinery
at Heathrow Airport, a premium wine bar and
restaurant featuring a 360-degree digital screen
to showcase the food and drink offer by daypart.
We also opened a number of new food courts,
allowing customers easy access to a number of
brands in a single location. New openings included
those at Marseille Airport (France), Zayed
International Airport (UAE) and Sky Market
at Stockholm Arlanda Airport (Sweden),
to complement our existing offer.
Refreshing our own brands
Ensuring our brands keep up with the latest
customer trends and stay aligned with the needs
of our customers is essential to the success of our
business. We listen carefully to what our clients
and their customers want and seek opportunities
to bring new ideas to the market alongside our
established brands, which have stood the
test of time.
This year, we conducted a programme to refresh
some of our most important own brands, starting
with Upper Crust. Based on customer feedback,
we refreshed and made improvements to our
menu and range at more than 30 units and started
our refurbishment programme. We also developed
a new brand identity which included revitalising
the logo, brand colours and brand style, as well as
key design elements such as a new display counter,
allowing us to showcase and sell a larger range
of our signature baguettes.
In addition, we renewed our Point brand, a retail and
hot food outlet as mentioned earlier in this section.
To prepare the concept for a global rollout, and
following a global audit, we refreshed the brand
to reflect the changing needs of customers in a
travel retail environment. As well as a fresh new
look and feel, we now focus on bringing the
‘freshness’ quality to the forefront of our stores,
making it easier to shop the products that matter
most for our customers and that drive our sales.
We have put significant effort into strengthening
our restaurants and bars offer in the past year.
This has included partnering with new brands as
well as enhancing our own in-house expertise to
ensure we effectively deploy the right concepts
in the right location and maximise returns.
For example, in the UK, we built on the success of
Juniper & Co, a premium bar launched at Gatwick
Airport in 2022, by developing the Juniper ‘family’
of brands, in effect establishing a blueprint
which follows our existing operating model.
This blueprint enables us to replicate our Juniper
offer, premium service and set up, while allowing
for flexibility in terms of menu, suppliers, range
and design. This helps us deliver a sense of place
and offer a ‘bespoke’ concept to our customers
while creating an efficient and replicable model,
maintaining a consistent operational and
commercial execution.
In the past year, the blueprint has been rolled out
across UK airports with the openings of Aster
& Thyme at Newcastle Airport and Sable & Co
at Liverpool Airport, among others.
Strategy in action
ENHANCING OUR BAR OFFER IN THE UK
Corporate governance
Financial statements
Strategic report
Overview
22
SSP Group plc Annual Report 2024
Our strategy continued
Enhancing business capabilities to drive growth and performance continued
Supporting our people and culture
People are at the core of our business, and
we’re committed to delivering our Global People
Promise: to the best part of YOUR journey.
Highlights from 2024
• Achieved an engagement score of 3.97/5.0
in our Colleague Engagement Survey.
• Increased net colleague numbers by 15%.
• Created and delivered our bespoke and agile
high potential leaders programme, Ignite.
• Maintained 39% of senior leadership roles
held by women.
Priorities for 2025
• Embed new global People Plan focused
on talent development, organisational
effectiveness, and culture and engagement.
• Embark on a new project to define a high
performance culture and behaviours.
• Conduct tailored Pulse surveys to measure
engagement.
• Launch Employee Value Proposition and
develop a leading people experience where
everyone feels they can belong.
c.15%
increase in colleague numbers
3.97/5.0
score in our Colleague Engagement Survey
Our people are firmly at the heart of our vision
to be the world’s best travel food and beverage
company. By focusing on attracting, developing
and engaging our talent, we have strengthened
our organisational capability. In addition, we
have continued our journey to foster a culture
of belonging, providing a better experience for
our people – and by extension, our customers.
Safety and wellbeing
We are committed to protecting the safety
and wellbeing of our colleagues, customers,
and clients. Our focus is on embedding a culture
of safety throughout our business and giving our
colleagues the tools and information they need to
stay safe. This includes prioritised action planning
across our priority areas (global standards,
compliance, training, digital transformation)
and more rigorous safety metrics reporting.
In the past year, we continued to improve safety
incident reporting practices following the rollout
of a new reporting app and our serious incident
escalation procedures. To support this, we
implemented a new digital safety dashboard with
standardised metrics and accident categories
and published guidance to support clear and
transparent safety reporting. By the end of 2024,
our global average Lost Time Incident Frequency
Rate (LTIFR)¹ was 1.43, below the travel and
hospitality industry standard of 2.5.
Establishing a safe, caring culture underpins
our organisational ethos. This has been supported
by the rollout of a new safety induction training
module available globally, backed up by additional
health and safety training by our markets.
comply with all government requirements and
guidelines. We maintain the highest food safety
standards, aligned to the Hazard Analysis
Critical Control Point management system,
an internationally recognised standard.
Attraction and retention
Attracting and retaining top talent is key to
our success and growth in today’s competitive
market. Our workforce grew by 15% in the past
year, driven by our business growth in new
markets including the Middle East and Asia
Pacific, and integrating c.1,600 colleagues from
the ARE business in Australia, as well as c.1,300
in North America.
This year, we continued the rollout of our global
people system, SuccessFactors, and enhanced
our careers website, which now acts as a central
hub to access our global vacancies. Data tools and
insights available through SuccessFactors have
helped us measure success and become more
efficient across our recruitment strategies
(see case study on page 25).
Ensuring our teams reflect the communities
we serve is important, which is why we have
introduced more inclusive hiring practices into
our recruitment process. For example, our
training on unconscious bias and inclusive hiring
with recruitment teams in the UK included new
guidance in our seasonal recruitment toolkit.
However, attracting talent is just the first step.
To build a high-performing, engaged workforce,
we must invest in developing that talent.
Read more about how our digital people system drives
efficiencies on page 31.
For example, in the Nordics, we launched
gamified training for our operations colleagues,
and we launched online health and safety learning
modules for colleagues in the UK & Ireland and
Group. In Australia and New Zealand, we began
a trial with SafetyCulture, a global organisation
that provides mobile-based safety reporting,
to implement daily opening and closing checklists,
incident reporting and unit cleanliness inspections.
Additionally, we strengthened our annual
self-assessment programme for all our markets
this year with a new global assessment to review
market compliance against our global safety
standards and key metrics, informing action
plans in 2025.
To raise awareness of the importance of safety,
we plan regular colleague communications and
internal campaigns, raising awareness,
encouraging collaboration and showcasing best
practice in workplace safety and health. This year,
on World Safety Day, we raised awareness about
the impact of climate change on food safety.
Safety extends to the products we serve. For
customer safety, we support our colleagues to
ensure they are fully trained and our processes
Read more about employee safety and wellbeing
on pages 45-47 of our 2024 Sustainability Report.
1
LTIFR measures the number of injuries that lead to time off work
for colleagues, calculated per 200,000 hours worked.
Corporate governance
Financial statements
Strategic report
Overview
23
SSP Group plc Annual Report 2024
Training and development
Our learning and development programme aims
to educate, engage and help colleagues to feel
confident in their work.
This year, our principal focus was on building
strong and effective leaders. Our aim is to connect
our leaders with their strengths, driving loyalty
and high performance. For example, we created
and delivered Ignite, a bespoke and agile
high-potential leaders programme, in which c.60
colleagues took part. Additionally, to support our
objective of having a strong pipeline of internal
successors, we designed a new and improved
approach to succession planning and a user-
friendly talent and succession module in our
new people system, SuccessFactors.
It’s imperative that our training and development
offer is accessible to everyone. So, this year, we
relaunched SSP Academy, our e-learning platform
offering more than 2,500 courses, certifications
and resources, providing on-demand training
content to everyone. We also launched our new
e-learning partnership with Big Think+, which gives
access to curated video content from authors,
business executives, coaches and athletes.
Additionally, in the Nordics, Switzerland and Austria,
we partnered with Attensi, a world-renowned
gamification training platform, where teams learn
through a series of online games and competitions
on a bespoke app. In Switzerland, we estimated
savings of £107k ($142k) in training hours across
a two-month period following the introduction of
the platform. Our Attensi training has been played
nearly 500k times across the seven countries it
is used in and in the Nordics, the app counts more
than 4,000 SSP users.
Engagement
We want our people to feel they have a say and
that we listen to them. This year, we ran our second
Colleague Engagement Survey with Gallup and
had a 4 percentage point increase in participation,
reaching a 80% response rate while maintaining
our engagement score of 3.97/5.00 (vs. 3.98/5.0
in 2023). Importantly, we’ve conducted one-to-one
coaching with our leaders in each region to help
them understand their results and develop richer
local action plans. We developed tools to train our
managers in engagement and the daily habits it
requires. In response to the feedback received,
we have already put some actions in place to
improve our onboarding process, encourage
colleague recognition and improve our
development initiatives for unit managers.
For example, in North America, we started piloting
a mentoring programme to support restaurant
managers. In Spain, we introduced a formal
colleague recognition programme to foster
a culture of performance and development.
We also conducted several colleague ‘listening’
activities across the Group, such as the ENED
international programme of team meetings. We
improved our collaboration with the European
Works Council to have productive two-way
conversations and explore how to solve our
sickness and absence challenges.
Read more about how we’re engaging with our colleagues
on page 42 of our Sustainability Report.
‘Belong at SSP’
Creating an environment of belonging where
everyone can truly be themselves is core to our
beliefs and future business success. We aim to
create an inclusive workplace that values and
develops each colleague’s unique skills and
perspectives and reflects the communities
we serve, including our clients and customers.
In FY24, the uptake in local and regional activities
was high and helped bring our Diversity, Equity
and Inclusion Framework, ‘Belong @SSP’, to life.
Throughout the year, we created and delivered
key Belong moments (such as International
Women’s Day and Pride) with supportive regional
toolkits to aid local implementation.
We weaved the language of ‘Belong@SSP’ into
wider communications and highlighted local best
practice, which celebrated inclusivity in action.
A core element of our approach is attracting
and retaining diverse talent, beginning with our
leadership teams. Gender diversity continued
to progress; we proudly continue to have gender
parity at Board level, exceeding the Board
diversity target that the FTSE Women Leaders
Review set at 40% while also meeting the Parker
Review Board ethnicity target. As at the end of
FY24, 39% of our Group Executive Committee
and their direct reports were female, with a target
to achieve 40% by 2025.
Our inclusion councils, colleague-led networks
and communities across our global business help
raise awareness of Diversity, Equity & Inclusion
(DE&I) issues, while embedding DE&I into our
culture and ways of working. We have eight
networks globally, including our Global Women’s
Leaders Network, UK multicultural network
iVIBE and APAC Women’s Network.
Read more about our ‘Belong’ Strategy on page 43
of our Sustainability Report.
Our strategy continued
Enhancing business capabilities to drive growth and performance continued
Supporting our people and culture continued
Corporate governance
Financial statements
Strategic report
Overview
24
SSP Group plc Annual Report 2024
Our strategy continued
Enhancing business capabilities to drive growth and performance continued
Supporting our people and culture continued
Digitising the customer experience
We further rolled out our global people system,
SuccessFactors, in four markets, bringing us to a
total of 10 markets using the system. As a result
we made significant efficiency improvements
in our recruiting, onboarding and people data
management processes. SuccessFactors
centralises all our people data and processes
in one system, so colleagues can take control
of their data and line managers oversee their
team’s administrative tasks more efficiently.
This year, we also relaunched our training
platform, ‘The SSP Academy’, so colleagues can
access all their learning through one central hub,
which can be found within SuccessFactors.
With automated posting and a streamlined
careers website, SuccessFactors has made it
easier and quicker to fill our vacancies, especially
during peak season. Since launching, more than
350,000 job applications have come through our
systems, and the average time to hire has
reduced by around 50% in the six markets where
SuccessFactors has been live since 2023.
Since the beginning of FY25, we have launched
SuccessFactors to a further eight markets, with
more to come during the year, and more
functionalities (such as performance
management) to be introduced.
Strategy in action
IMPROVING OUR COLLEAGUE EXPERIENCE WITH OUR DIGITAL
PEOPLE SYSTEM, SUCCESSFACTORS.
We have continued to roll out customer-facing
digital solutions that drive like-for-like sales
and improve the customer journey.
Highlights from 2024
• Increased the number of digital ordering
points, with now over 700 units equipped
with digital ordering and payment systems.
• Implemented digital wait time screens.
• Deployed the DigiPoS programme to around
35% of our global estate to update the
software and hardware in our units.
Priorities for 2025
• Continue to drive efficiency through
automation and the standardisation of our
digital payment systems, through DigiPoS.
• Continue the rollout of OAT and self-serve
kiosks across our estate.
• Increase our use of analytics and data
insights to better respond to customer
demand and improve the customer journey.
+20%
ATV via digital ordering solutions
vs traditional tills
Consumers are increasingly looking for digital
products and services that simplify and speed up
their experience. This is especially true of travelling
consumers, who are more time constrained than
those in a high-street setting and for whom speed
and convenience is more important. They see
digital as an important component in simplifying
their journey, and one in five travelling consumers
want to be able to order digitally.¹
Digital order and pay solutions
Digital order and payment solutions help
overcome the time pressure associated with
travel and ultimately, give our customers back
control over their journey.
Recognising this, we continued to leverage
digital solutions to reduce their wait times and to
improve convenience. In particular, we progressed
the rollout of digital ordering and payment
solutions, including OAT technologies, kiosks
and self-serve systems.
This year, we equipped c.200 additional units
with digital ordering solutions, bringing us to
more than 700 units equipped globally. In North
America, we now have 50% of our units equipped
with such solutions.
We’ve adapted the type of technology to
our unit formats. In some of our casual dining
restaurants, not only have we continued to install
OAT systems, but we also installed kiosks for
our grab ‘n’ go offering, giving customers the
option to quickly purchase takeaway food to
have in the departures lounge or on the plane.
c.700
units equipped with digital ordering systems
1
SSP Food Travel Insights Survey, 2022.
Corporate governance
Financial statements
Strategic report
Overview
25
SSP Group plc Annual Report 2024
In some of our newer food courts, we’ve installed
kiosks allowing customers to choose from a
variety of brands through one central order point.
The Mezz in Dublin is a good example of this.
We also continued to integrate AI into our
digital ordering solutions to drive sales. Using AI
on OAT and kiosks allows us to suggest add-ons
to customers, ensuring the most relevant items
are proposed first, based on analysis from
previous customers’ purchases.
We also introduced waiting time displays on
digital screens outside several of our units so
travellers can plan and assess how much time
they can dedicate to their F&B travel experience.
These provide live information to customers and
help them make a decision based on the time they
have before boarding (see case study on the
right). Additionally, we installed digital menu
screens in our units to promote popular menu
items and keep the menu propositions relevant
to customers depending on the time of the day.
Around 800 of our units are now equipped with
these screens.
On the front-of-house side, we continued to
deploy our point-of-sale technology to enhance
the colleague experience and improve speed
of service for our customers. Around 35% of
our units are now equipped with these new
DigiPOS tills. In Germany, we also trialled tills
equipped with customer-facing digital screens
(Screen@till), which display offers (including meal
deals) and promotions on products and brands.
Promoting best practices in digital
It’s important that best practice in digital is
shared across the Group, and throughout the
past year, we have developed a recommended
approach to the rollout of digital customer
solutions. This includes digital playbooks that
guide our markets on how to enhance their
existing digital solutions and/or successfully
roll out new ones. We also report and track our
progress using shared KPIs to maximise the
outputs of our digital channels globally.
Enhancing digital performance and penetration
The impact of the digitisation of the customer
experience has been reflected in our sales,
penetration and customer feedback. The
optimisation of our digital solutions contributed to
significant sales growth, with digital ordering ATV
outperforming tills by 20% on a global average.
The share of sales made through digital ordering
solutions has continued to grow. We’ve seen our
global share of digital sales increase by over two
percentage points compared to last year.
Read more about how we are digitising our internal
systems to drive efficiencies on page 31.
Our strategy continued
Enhancing business capabilities to drive growth and performance continued
Digitising the customer experience continued
Our customers are more time constrained than
those in a high-street setting. To help passengers
manage their time before boarding a flight,
we’ve installed screens outside of our units that
indicate the live wait times for our restaurants.
The screens keep our customers informed in real
time and help them to decide whether they have
time to sit down or if they would prefer to order
as a takeaway. In partnership with the airport,
we also display the times required to access the
different gates so passengers can plan their
journey ahead before choosing to visit our unit.
Using our existing digital ordering technology,
we track the orders placed digitally and the time
it took to serve them to predict the waiting time
for the unit in question. The data is updated
every three minutes, ensuring the information
relayed is always the most up to date.
The screens at Arlanda and Helsinki Airports
have proven popular among customers and are
appreciated by our clients, who see it as a key
component to improve the passenger
experience.
Strategy in action
SIMPLIFYING THE CUSTOMER JOURNEY WITH WAIT TIME DISPLAYS
IN THE NORDICS
Corporate governance
Financial statements
Strategic report
Overview
26
SSP Group plc Annual Report 2024
Our strategy continued
Enhancing business capabilities to drive growth and performance continued
Building a sustainable business
Sustainability is an important strategic priority
and crucial for our long-term success. We aim
to deliver positive impact for our business while
uniting stakeholders to promote a sustainable
food travel sector.
Highlights from 2024
• Implemented new Responsible Marketing
Principles, setting out our commitments
and providing a global framework for our
businesses to follow.
• Implemented Klimato carbon recipe
assessments and menu carbon labelling
for selected brands in the UK and UAE.
• Joined the Slave-Free Alliance and started
an independent gap analysis of our approach
to managing human rights risks across our
business operations and supply chains.
Priorities for 2025
• Implement new supply chain due diligence
procedures to prepare for the upcoming
EU Deforestation Regulation.
• Align our net-zero targets and transition plan
with the Science Based Targets initiative’s
(SBTi) new Forest, Land and Agriculture
(FLAG) sector standard.
• Complete a double materiality assessment to
prioritise ESG issues across an ever-widening
set of topics, as part of our preparations for
the EU Corporate Sustainability Reporting
Directive (CSRD).
Our Sustainability Strategy
See our 2024 Sustainability Report for detailed
information on our strategy, targets and performance.
Find details of our net-zero transition and progress,
and climate risk management on pages 64-71.
Our strategic approach
Our Sustainability Strategy has three key
strategic areas: Product, Planet and People.
Within these sit our 10 commitments focused
on the most material issues for our business and
stakeholders, supported by clear and measurable
targets to 2025, along with our 2032 and 2040
science-based net-zero targets.
While united under our global Sustainability
Strategy, our decentralised business model
enables each region and market to tailor their
approach to these commitments, adapting to
unique local circumstances and environments.
This flexibility enables us to deliver meaningful,
local impact on a global scale.
As we approach the 2025 deadline for the
majority of our targets, we are pleased to have
made strong progress this year, full details of
which can be found in our Sustainability Report.
Highlights include:
• Exceeding our target for 30% of our own
brand meals to be plant-based or vegetarian.
• Reaching 80% of hot beverages from
sustainably certified sources such as
Fairtrade and Rainforest Alliance.
• Successfully eliminating unnecessary
single-use plastics from 95% of our own
brand packaging, with 97% reusable,
recyclable or compostable.
• Increasing the proportion of eggs for our
own brands from cage-free sources by
13 percentage points to 61% in total –
excluding our six markets in Asia, where
sourcing cage-free eggs is very challenging,
our 2024 global performance is 80%.
Our journey
SSP Group plc | Sustainability Report 2024
to a sustainable future
35%
of meals offered by our own brands
are plant-based or vegetarian
97%
of our own brand packaging is reusable,
recyclable or compostable
Harnessing our core strengths to deliver impact
We leverage our core strengths and capabilities
across our business to help us achieve our
sustainability commitments. By tapping into our
rich customer insights and culinary expertise, we
create delicious, nutritious and more sustainable
food and beverage offerings. At the same time,
our focus on operational excellence drives
efficiency and significantly reduces waste.
Our strong relationships with clients, brand and
JV partners mean we can collaborate on mutual
sustainability goals, data sharing, net-zero
transition plans, learnings and best practices.
As more clients and partners set ambitious
sustainability targets, we expect to see even
greater collaboration.
Our digital transformation also increasingly
supports our sustainability goals. For example,
our global SAP implementation enables better
tracking of ingredients, products, materials and
waste at every stage across the business.
Our partnership with Klimato helps our UK and
UAE teams explore how to achieve incremental
GHG emissions reductions in our food offerings
while maintaining profitability (see the case study
on the following page).
Corporate governance
Financial statements
Strategic report
Overview
27
SSP Group plc Annual Report 2024
Governance
P
r
o
d
u
c
t
P
l
a
n
e
t
P
e
o
p
l
e
Supporting business performance
Our approach to sustainability is delivering clear
commercial benefits, bringing value through cost
savings and efficiencies and enhancing colleague
engagement and retention. It is also fast
becoming a key differentiator, positioning SSP
as a ‘partner of choice’ for clients and brands.
Our clients increasingly include sustainability
criteria in the tendering process. In 2024, the
strength of our approach was an essential factor
in our contract renewal at Oslo Airport (Norway)
and new contract win for Sofia Airport (Bulgaria).
Many of our clients are also setting high standards
for their operators in areas such as sustainable
menu offerings, energy efficiency, waste
management and sustainable packaging. They also
want to collaborate with us on specific initiatives.
In the UK, for instance, we worked with Network
Rail to pilot a surplus food redistribution scheme
with Olio, the food sharing app, for our units in
Waterloo station in London. At Hong Kong
International Airport, we are working with
our client who has partnered with Food Angel
to collect surplus food from participating units
and redistribute it to those in need.
Enhancing our sustainability capabilities
We are developing a knowledgeable and
passionate workforce to achieve our sustainability
goals. Led by our Group Head of Sustainability,
our Group Sustainability team functions as a centre
of expertise, offering direction and technical
support for our network of sustainability leads
in our central functions, regions and markets.
In our UK&I, APAC and EEME regions, we have
dedicated regional heads of sustainability, while
in Continental Europe and North America,
sustainability leads are integrated into senior
purchasing, culinary and commercial roles. This
approach helps balance specialist sustainability
knowledge and clear operational responsibilities.
Our sustainability learning programme helps
to embed sustainability into our daily operations
and decision-making processes through training,
guidance materials, sharing best practices from
across our global business and ongoing
engagement and support.
Looking ahead
As we enter the final year of our 2025 targets, we
are focused on delivering our plans and achieving
the targets that we set three years ago while also
exploring ways to further evolve our strategy and
targets. And we will, of course, continue our focus
on further embedding a sustainability mindset
into the way we do business and leveraging our
partnerships to support industry-wide change.
We have begun work on a double materiality
assessment as part of our preparations for CSRD.
This materiality process brings together all parts
of the global business and stakeholders from
across our value chain to consider sustainability
impacts, risks and opportunities across an
ever-widening set of topics.
Industry recognition and awards in 2024
We are proud to have been recognised externally
for our efforts, as demonstrated below:
Group: Stakeholder Disclosure of the Year in
the Chartered Governance Institute UK & Ireland
Awards for our 2023 Annual Report.
India: Asia Sustainability & Environmental
Initiative of the Year at the Moodie Davitt Food &
Beverage (FAB) Awards for Travel Food Services’
sustainability programme in India.
Spain: Best ESG Award at our airport client’s
Enjoy Aena Awards, which recognised excellence
among the brands that operate in Aena’s network
of 64 airports worldwide.
UAE: Global Sustainability & Environmental
Initiative of the Year at the FAB Awards for
our collaboration with Klimato.
UK: Sustainability Award at the Menu Innovation
and Development Awards (MIDAS) for our menu
at Hithe’s in London City Airport, developed using
climate-impact data from Klimato.
USA: Greenest Airport Contractor and
Green Employee Leader Award at the Green
Restaurants Association (GRA) Awards for being
the airport contractor with the most GRA
Certified Green Restaurants®.
Our strategy continued
Enhancing business capabilities to drive growth and performance continued
Building a sustainable business continued
The best lever we have for reducing food-related
GHG emissions for our own brands is by adapting
our recipes and menu offerings. To support this,
we have partnered with Klimato to calculate,
communicate and reduce the climate impact
of our food offerings.
Having piloted Klimato in the UK and UAE
in 2023, we expanded it across both markets
in 2024. This included integrating Klimato
assessments into new product development
processes and menu reviews, and using the
insights to identify opportunities to adjust
recipes or redesign menus to reduce emissions.
For example, in the UK, we refined our Soul + Grain
range using Klimato insights, achieving a c.15%
reduction in the carbon footprint of food sold
while maintaining profitability.
Strategy in action
A RECIPE FOR NET ZERO
Corporate governance
Financial statements
Strategic report
Overview
28
SSP Group plc Annual Report 2024
Our strategy continued
Driving operational efficiencies
We are committed to operating an efficient
business to maximise our sales effectively
into profit and cash.
Highlights from 2024
• Rolled out our global people system
SuccessFactors into four new markets.
• Launched our Workforce Management
system across the UK.
• Further rolled out cloud-based energy
meters – known as automated meter readers
(AMRs) – with c.500 AMRs now in use across
six markets.
• Rolled out our SAP finance, inventory and
cash management systems across the
Nordics and commenced the programme
in other markets.
Priorities for 2025
• Drive programme of initiatives to grow
profitability and margins across key regions.
• Implement standardised store blueprint
templates across our different unit formats
to deliver consistent operational standards.
• Conduct commercial deep dives in selected
units to identify commercial improvement
opportunities.
• Continue the rollout of our Workforce
Management System.
• Conduct detailed back of house reviews
to identify productivity opportunities and
ensure quality and consistency of our offer.
4
Overhead efficiencies
2
Supply chain and procurement
1
Gross margin optimisation
3
Labour productivity
• Installation of smart energy meters
• Installation of cloud-based energy
management systems
• Equipment investment to drive productivity
• Zero-based cost management
• Controlling inflation
• Supplier and product rationalisation
• Productivity improvements
• Distribution levers review
• Franchise spend management
• Make or Buy
• Specification and recipe reviews
• Menu engineering
• Pricing
• Recipe reviews
• Inflation management
• Commercial deep-dives in major locations
• Improving product availability
• Lower food waste
• Digital rollout
• Labour scheduling reviews
• Retention programmes
• Global HR information system rollout
• Workforce Management
Running efficient operations is a core SSP
competency and deeply embedded in our culture.
We aim to optimise gross margins and leverage
the international scale of our business by paying
rigorous attention to managing the key costs of
food and beverage, labour and overheads.
6%
pre-IFRS 16 underlying operating profit margins
£205.6m
Pre-IFRS 16 underlying operating profit
We focus on the following areas to maintain an efficient business:
Corporate governance
Financial statements
Strategic report
Overview
29
SSP Group plc Annual Report 2024
Our strategy continued
Driving operational efficiencies continued
Gross margin optimisation
This past year, we conducted a broad commercial
and category management review programme
to maximise sales and profitability across the
Group. Pricing initiatives were a vital component
of this pillar. We explored various market pricing
opportunities, focusing on price elasticity and
promotions. Our category analysis included
reviewing our ranges to follow our Good, Better,
Best approach, proposing options for different
budgets. We also redesigned our menus to keep
our ranges tight, aiming to rationalise and
standardise them. Globally, we reviewed our
menus to ensure we have the most efficient and
fit-for-purpose product lists, removing duplicates.
As part of this, in North America, we started
piloting an AI pricing tool. We also reviewed our
list of suppliers and distributors to ensure we can
centralise product sourcing and reduce logistics
and warehousing costs.
We worked with our own brands and partners
to implement standardised sizes and products
through our supply chain, leading to more
consistency and efficiency. This included
standardising portion sizes and packaging.
In addition, in North America, we continued to
standardise our kitchen equipment in our central
production units, helping to increase time and
resource efficiencies while keeping a high-quality
offer and increasing the speed of service and
check times.
Across 12 markets, to support our efforts on
waste management, we renewed our partnership
with Too Good To Go, the social impact company
behind the world’s largest marketplace app for
surplus food. In 2024, we sold over 843,000
Too Good To Go bags, preventing an estimated
843 tonnes of food from being wasted.
Supply chain and procurement
Our ability to drive efficiencies across our
operations became crucial following high levels
of inflation. We continue to collaborate with
suppliers to mitigate the impact of cost pressures.
This year, we made great progress in bringing
price increases down to low single digits in most
of our markets, working closely with our suppliers
across the world. We continued to track the
impact on inflation to drive reactive measures
as we see fit.
Additionally, to improve our speed of service
and ensure consistency in quality, we have been
analysing the difference between in-house
production and bought in options. In Sweden,
in our retail grab ‘n’ go, we decided to switch to
buying in some of our items to allow for greater
choice and quality while giving us access to
innovative products. This helped reduce our labour
and overhead costs (such as energy and waste)
and contributed to simplifying our operations
and supply chain. In areas of production that we
intend to keep in house, we have started investing
in equipment and tools to improve labour
efficiencies including automatic dosing and
sushi-making machines. For example, we invested
in an in-house bakery in Finland that we use to
bake our cinnamon buns.
We’re continuing to
implement efficiency initiatives
across our markets, building
robust foundations to help us
grow margins and run an
efficient business.
Sukh Tiwana
Group Chief Procurement Officer
In 2022, we relaunched our Value Creation Plan,
which supports the delivery of strong profit
conversion and underpins our ability to leverage
our scale, promote best practice and drive
operational margin improvements.
Throughout 2024, we continued to implement
efficiencies across our markets, building robust
foundations for the programme. We’ve been
coupling more traditional efficiency initiatives
with new innovative projects that help us grow
margins and run an efficient business. We expect
to see material results from this in the next
financial year.
Corporate governance
Financial statements
Strategic report
Overview
30
SSP Group plc Annual Report 2024
Our strategy continued
Driving operational efficiencies continued
Labour productivity
As noted, we further rolled out our global
people system, SuccessFactors, in four markets,
bringing us to a total of 10 markets using the
system. This helped us make significant efficiency
improvements in our recruiting, onboarding and
people data management processes (see case
study page 25).
In the UK, we launched our Workforce Management
system which fully digitalises the management of
rotas and labour scheduling, ensuring it is aligned
with expected passenger demand.
We also continued to digitise our back-office
systems, with the introduction of a new SAP
system this year in Finland, Denmark, Norway and
Sweden. It replaces our inventory and operational
cash management systems, further improving
efficiency and enabling better controls.
Focusing on back-of-house efficiencies, we
reviewed our time-of-day scheduling, delivery
and production frequency to fully maximise
efficiencies while maintaining product quality and
availability. At Stockholm Arlanda Airport (Sweden),
we realigned labour usage and reduced costs in
production through actions such as replacing an
à la carte service kitchen with a more industrial
pattern production system and merging two
central processing units to reduce labour strain.
As part of the upgrade of our internal systems,
we launched our new workforce management
system in the UK, the UKG Pro workforce
management software. The new system is a
forecasting and labour scheduling tool available
to all managers to allocate shifts and plan for
busy periods in their units. The new tool is fully
digital and includes automated scheduling
which uses our colleague’s data and preferences
to create the most optimised shifts. It enables
managers to allocate staff according to the
expected passenger levels and plan for small
windows of increased demand instead of default
fixed shifts. Additionally, the workforce
management system enables flexibility in
staffing. Rotas can be easily changed to adapt
to last minute changes in colleague availability.
This helps managers deal with absence and
staff shortages.
The system has helped drive efficiencies,
ensuring we have resources available at the
proper time for colleagues to meet peak trading
numbers. The tool was first piloted at Gatwick
Airport and Victoria Station, and quickly
followed by a wider rollout across the UK.
Strategy in action
IMPLEMENTING WORKFORCE MANAGEMENT DIGITAL TOOLS IN THE UK
Overhead efficiencies
We’ve also continued to make efficiencies within
our units, including the continued rollout of AMRs.
We now receive data from over 500 AMRs across
six markets, to monitor our energy consumption,
supporting our net-zero strategy and driving
significant energy cost savings. Additionally,
several markets upgraded to more energy efficient
equipment models, such as refrigeration units and
heating ventilation and air conditioning (HVAC)
systems. We are also constantly reviewing our
kitchen equipment to ensure it is best-in-class,
fit for purpose and supports labour utilisation in
our units. We do this by keeping up with the latest
techniques and technology.
2025 Priorities
Aligned to the overarching commitment to
deliver the expected returns on our recent period
of heightened investment, we have set a clear
action plan for margin development, in particular
in our Continental Europe division where margin
performance has been challenged. Early-stage
implementation of these actions is underway
and we are already seeing benefits in line with
our expectations.
While there is significant work to do in Continental
Europe, we are continuing to drive operational
efficiencies across all our regions and markets,
driving leverage benefits across our expanded
footprint and ensuring our operating model
delivers the returns on investment we expect.
Corporate governance
Financial statements
Strategic report
Overview
31
SSP Group plc Annual Report 2024
Revenue (actual currency: £m)
Like-for-like revenue (constant currency: %)
Net gains (constant currency: %)
Free cash flow (actual currency: £m)
Underlying operating profit/(loss) (£m) and margin (%)
Leverage
Key performance indicators
2024
2023
2022
2021
2.9%
2020
0.4%
6.4%
8.2%
4.0%
2024
2023
2022
2021
-211.7
2020
-209.0
-14.8%
-25.1%
163.7
5.4%
205.6
6.0%
30.3
1.4%
2024
2023
2022
2021
-7.0
2020
-2.9
1.4
1.7
2.1
2024
2023
2022
2021
1,433.1
2020
834.2
3,009.7
3,433.2
2,185.4
+37.7%
+14.1%
-48.7%
-41.8%
+162%
2024
2023
2022
2021
-50.8%
2020
-41.0%
+31.5%
+8.8%
+154.7%
2024
2023
2022
2021
-394.9
2020
-58.1
-124.9
-232.5
52.0
Financial KPIs
(see pages 50-52 for reconciliations to IFRS measures)
Definition
Revenue represents amounts
for catering and retail goods
and services sold to customers
excluding value added tax and
similar items.
Comment
Total revenue increased by 14%
to £3,433m driven by net gains
and like-for-like sales.
Link to our strategy
Definition
Like-for-like revenue represents
revenues generated in an
equivalent period in each financial
year for outlets open for at least
12 months.
Comment
Like-for-like revenue growth was
9%, driven by growth in passenger
numbers in the air sector.
Link to our strategy
Definition
Net gains represents the revenue
in outlets open for less than
12 months, including acquisitions.
Prior period revenues for closed
outlets are excluded from
like-for-like sales and classified
as contract losses.
Comment
Net gains improved to 8% due to
the impact of recent acquisitions.
Link to our strategy
Definition
Underlying operating profit/(loss)
represents revenue less operating
costs. Underlying operating profit
margin represents underlying
pre-IFRS 16 operating profit
as a % of revenue.
Comment
Underlying operating profit margin
improved to 6%, driven by trading
performance, including the impact
of non-recurring benefits.
Link to our strategy
Definition
Free cash flow represents net cash
flow from operations after capital
expenditure, tax and net cash flow
to and from non-controlling
interests and associates.
Comment
Free cash outflow was £233m,
an increase from the prior year
relating to higher capex and
acquisitions spend.
Link to our strategy
Definition
Leverage represents the ratio
of underlying pre-IFRS 16 EBITDA
to pre-IFRS 16 net debt at the end
of the year.
Comment
Leverage increased from 1.4x
to 1.7x primarily due to higher
capex and acquisitions spend.
Link to our strategy
Link to our strategy:
Prioritising high-growth markets
Enhancing business capabilities
to drive growth and performance
Driving operational efficiencies
Corporate governance
Financial statements
Strategic report
Overview
32
SSP Group plc Annual Report 2024
Colleague engagement score (%)
Women in senior leadership roles (%)
Scope 1 and 2 GHG emissions (tonnes of CO2e)
Underlying pre-IFRS 16 earnings per share (EPS) (p/share)
Customer feedback score (out of 5)
Key performance indicators continued
2024
2023
2022
2021
n/a
2020
75.1%
80%
80%
76.5%
2024
2023
2022
2021
3.6
2020
3.4
4.2
4.4
3.9
2024
2023
2022
2021
22%
2020
31%
37%
39%
36%
2024
2023*
2022*
2021*
145,757
2019*
base year
59,918
95,539
138,932
109,623
2024
2023
2022
2021
-45.4
2020
-31.9
7.1
10.0
-4.5
Financial KPIs continued
Non-financial KPIs
Definition
Gallup Q12 engagement index score.
This is a widely used employee
engagement survey consisting
of 12 questions designed to assess
various aspects of a colleague’s
workplace experience, such as
level of job satisfaction, quality of
relationships with colleagues and
managers, and sense of purpose
at work. This is the second year we
are using the Gallup methodology.
Comment
Previous years’ results before
2023 were based on % of positive
responses. In 2024, we achieved
a Q12 index score of 3.97/5.00
(c.80%).
Link to our strategy
Definition
Group Executive Committee and
their direct reports (including CEO
and Deputy Group CEO and CFO
and their direct reports). In 2023,
we committed to achieving a target
of 40% of our Group Executive
Committee and their direct reports
being women by 2025.
Comment
In 2024, 39% of our senior
leadership roles were held
by women.
Link to our strategy
Definition
We use an external provider,
Reputation, to measure feedback
on a consistent basis across
the business. Our Reputation score
is calculated based upon online
reviews including Google and
Tripadvisor ratings.
The score encompasses data
from the 15 countries in which
Reputation is live.
Comment
We achieved the score of
4.4/5.0, our highest score
in the last five years.
Link to our strategy
Definition
Absolute Scope 1 and Scope 2
(market-based) tonnes of carbon
dioxide equivalent (CO2e).
Comment
In 2024, Scope 1 and 2 emissions
intensity (per £m revenue) reduced
by 25% from our 2019 base year,
while absolute emissions reduced
by 5%. Compared to 2023, there
was a 45% increase in absolute
emissions, driven by business
growth and data improvements.
Link to our strategy
*Restated from previously reported figures.
Definition
Underlying pre-IFRS 16 earnings
per share is calculated by dividing
the result for the year attributable
to ordinary shareholders, adjusted
for non-underlying items, by the
weighted average number of
ordinary shares outstanding
during the year.
Comment
Underlying pre-IFRS 16 EPS
increased to 10.0p per share
primarily as a result of the
improvements in operating profit.
Link to our strategy
Read more about our financial performance in the Financial Review
on pages 42-52.
You can find all our GHG performance data, as well as details of our net-zero
transition, climate risk management and restatements on pages 64-71.
You can find our progress against our diversity targets
in the Sustainability Report.
Link to our strategy:
Prioritising high-growth markets
Enhancing business capabilities
to drive growth and performance
Driving operational efficiencies
Return on capital employed (constant currency: %)
2024
2023
2022
2021
-24.5%
2020
-29.8%
17.0%
17.7%
1.4%
Definition
Return on capital employed is
defined as underlying pre IFRS 16
operating profit, adjusted for
Associates and Non-controlling
interests divided by average
capital employed.
Comment
ROCE increased from 17.0% in
2023 to 17.7% primarily as a result
of the increase in operating profit
including the impact of non-
recurring benefits.
Link to our strategy
Corporate governance
Financial statements
Strategic report
Overview
33
SSP Group plc Annual Report 2024
It has been another year of strong
growth for North America. In the past
year, we’ve entered 12 new airports and
fully integrated the three businesses we
acquired. We also continued to improve
the customer experience by improving
speed of service, and our use of
standardised kitchen equipment,
menu optimisation and workforce
management systems has resulted in
margin enhancements. It has been a
positive year for our region, and I want
to thank the entire SSP America team
for their passion and commitment.
Michael Svagdis
Chief Executive Officer, North America
North America
Key brands
Regional highlights
Regional reviews
c.55
locations
£80m
operating profit
£814m
revenue
£88m
underlying operating profit
c.420
units
c.8,600
colleagues
Corporate governance
Financial statements
Strategic report
Overview
34
SSP Group plc Annual Report 2024
Regional reviews continued
Market overview and context
North America is a large and fast-growing
food and beverage market, driven by passenger
growth and increasing demand for casual dining
food and beverage spaces in airports. We are
present in the air channel in North America,
where we see considerable opportunities
to grow our market share.
In 2024, we expanded our operations in the region
by completing the acquisitions of the Midfield
Concessions and ECG businesses in addition to
the acquisition of eight units at Atlanta Airport
– the busiest airport in North America. We now
have a presence in 53 of the top 200 airports
in North America, which includes almost half
of the top 80 airports in the region.
We are experts in partnering with well-known
brands to give passengers a ‘taste of place’ in the
airport locations we serve. In 2024, we also entered
the convenience retail space in four airports.
Performance
Full year revenue of £813.9m increased by
25.8% on a constant currency basis, including
like-for-like growth of 6.1% and contributions
from new space of 19.7%, including acquisitions
of 11.7%. At actual exchange rates full year
revenue increased by 21.7%.
During the first half, the sales growth in North
America remained very strong, running 29.4%
above the prior year on a constant currency basis.
During the second half, sales increased by 23.0%
year on year on a constant currency basis, with
like-for-like growth of 4.7% continuing the
moderated run-rate from the second quarter.
Read more about financial performance
in the Financial Review pages 42-52.
Share of global SSP revenue
North
America
24%
Channel mix
Air 100%
Rail 0%
Other 0%
SUCCESSFUL INTEGRATION OF THREE NEW BUSINESSES
Over the course of the past eighteen months,
we announced and completed the acquisitions
of three businesses in North America: Midfield
Concessions (40 units across seven airports),
ECG (five units across two airports) and Mack II
(eight units at Atlanta Airport). Our priority since
then has been to integrate the businesses,
moving them onto our systems and supporting
existing colleagues undergoing the transition
to SSP America.
The integration was led by SSP America’s Chief
Commercial Officer, with a dedicated team
seconded from key departments. This team
was responsible for converting existing systems
to the SSP way of working, in particular our SAP
system, procurement contracts, workforce
management, commercial programmes and
digital systems, such as kiosks and our
Order at Table solutions.
Integration, which took a period of four to
six months for each business, is now completed,
we’ve transitioned c.1,300 new colleagues to the
SSP team, and the new businesses are achieving
their expected returns on investment.
North America case study
North America continued
Corporate governance
Financial statements
Strategic report
Overview
35
SSP Group plc Annual Report 2024
c.300
locations
£11m
operating profit
£1,207m
revenue
£39m
underlying operating profit
c.1,250
units
c.14,300
colleagues
Regional highlights
This was a challenging year for the division,
as we faced a number of headwinds that
impacted our performance and challenged
our margins. Despite this, as a result of the
hard work of our colleagues and our strong
client relationships, we have had a busy
year of new business mobilisation as we
successfully retained contracts across
key locations and important wins in
new markets. With the majority of key
contracts now secure and built across
the region, our focus is on working as
a team to drive profitability and returns
on our significant investment across
the region, while continuing to delight
our customers.
Satya Menard
Chief Executive Officer, Continental Europe
Continental Europe
Key brands
Regional reviews continued
Corporate governance
Financial statements
Strategic report
Overview
36
SSP Group plc Annual Report 2024
EXPANDING OUR PRESENCE IN SPAIN WITH
WINS IN THE BALEARIC AND CANARY ISLANDS
Our Spanish business delivered a solid
performance this year, capitalising on strong
leisure travel in the region. In 2024, we won
several contracts in the Balearic and Canary
Islands, including in the important tourist hubs
of Mallorca, Menorca and Tenerife. At Tenerife
South, we won contracts to operate eight units,
including a food court offering a selection of
international, Mediterranean and Spanish foods.
As part of the win, we are expanding our existing
Burger King units, with our airside location set
to become the largest Burger King in any
Spanish airport.
At Tenerife North, we retained all of our business
and won two additional contracts, a testimony
to our successful operations on the island.
We also expanded our footprint in the Balearic
Islands with contracts to operate 10 units at
Menorca and Mallorca airports, including
introducing the international chicken brand
Popeyes for the first time both in a Spanish
airport and on the island of Tenerife.
Continental Europe case study
Regional reviews continued
Market overview and context
Continental Europe is SSP’s biggest division by
sales, accounting for 35% of our global revenue.
We have a considerable presence in many
European markets, including Spain, France,
Belgium, Luxembourg, Italy, the Netherlands,
Germany, Austria, Switzerland, Norway, Sweden,
Denmark, Finland, Iceland and Estonia.
Across Continental Europe, Air accounts for most
of the business with 59% of sales in this channel
and 32% from the rail channel. In Germany,
we also operate across motor services areas;
however, given performance challenges, we have
taken the decision to exit the channel within the
next 18 months.
Performance
Full year revenue of £1,207.4m increased by
8.6% on a constant currency basis, including
like-for-like growth of 5.9% and contributions
from net contract gains of 2.7%. At actual
exchange rates full year revenue increased
by 6.2%.
Revenues grew strongly during the first
six months of the year, up by 10.6% year on year
on a constant currency basis, with like-for-like
sales growth of 8.7%.
During the second half year, sales growth of
7.1% included a stronger contribution from net
gains (3.8%) reflecting new openings in Spain,
France and Italy. Like-for-like growth was softer
however at 3.3%, and below our expectations
for the summer, notably in France, where the
Paris Olympics had a negative impact on travel
and passenger dwell times, and in Germany,
where we saw weak trading in our MSA business
over the peak summer season.
Read more about financial performance
in the Financial Review pages 42-52.
Share of global SSP revenue
Continental
Europe 35%
Channel mix
Air 59%
Rail 32%
Other 9%
Continental Europe continued
Corporate governance
Financial statements
Strategic report
Overview
37
SSP Group plc Annual Report 2024
c.175
locations
£74m
operating profit
£893m
revenue
£79m
underlying operating profit
c.470
units
c.8,200
colleagues
Regional highlights
Regional reviews continued
Key brands
UK & Ireland
2024 was a landmark year for
UK & Ireland, having opened more
than 100 new or refreshed outlets.
This included the rebrand of 50% of our
legacy SSP Pumpkin brand to Café Local,
and the refurbishment of a third of our
M&S and Starbucks estate, leading
to strong like-for-like sales growth.
In addition, we opened new partner brand
outlets, BrewDog and The Breakfast
Club, both welcome additions to our
portfolio. We also made great progress
on our sustainability agenda, reducing
food waste, and invested in tools,
systems and training to drive
margin enhancements.
Kari Daniels
Chief Executive Officer, UK & Ireland
Corporate governance
Financial statements
Strategic report
Overview
38
SSP Group plc Annual Report 2024
REFRESHING OUR M&S STORES ACROSS THE UK
We have a long-standing relationship with
M&S Food, successfully operating more than
50 stores across the UK & Ireland. As well as
opening new stores, we started a renewal
programme across our portfolio of M&S stores
to modernise our offer and enhance the customer
journey. During the year, we refreshed 18 of our
M&S stores, including our flagship store at
Waterloo station.
We updated the stores’ look and feel with new
lightning, signage and flooring. The update of the
proposition, which included the introduction of
new in-store bakeries and new self-service tills,
was a significant part of the refresh. As part
of the refresh, we reviewed the space and layout
of the stores and optimised customer flows to
adapt to the specific needs of passengers.
Since the refresh, we have seen a 5% sales
uplift across the refreshed stores (compared
to the non-refreshed stores) while the weekly
sales at our Waterloo store have surpassed
expectations, with c.30% LFL sales growth
compared to last year. Around 15 additional
units will be refreshed in FY25.
UK & Ireland case study
Regional reviews continued
Share of global SSP revenue
Channel mix
UK and
Ireland 26%
Air 42%
Rail 53%
Other 5%
Market overview and context
SSP is a leading food and beverage provider in
UK and Ireland travel locations. Just over 50%
of our business comes from the rail channel,
with the remainder from air and other locations.
We operate at some of the region’s biggest
railway stations and airports, including
international hubs such as St Pancras
International station, London Heathrow
Airport and Dublin Airport.
Alongside our F&B offer, we have significant
capability in convenience retail through more
than 50 M&S operations and have improved our
proposition across our regional rail estate with
the rollout of Café Local. We also provide an
on-board rail F&B through Rail Gourmet.
Performance
Full year revenue of £892.5m increased by 15.5%
on a constant currency basis, including like-for-like
growth of 11.4% and contributions from net
contract gains of 4.1%. At actual exchange rates
full year revenue increased by 15.4%.
During the first half year, sales increased by
19.6% on a constant currency basis, including
very strong like-for-like sales growth of 14.7%
and a contribution of 4.9% from net gains.
In the second half, underlying UK trading in both
the air and rail channels remained robust, with
like-for-like sales growing by 8.9% and net gains
contributing a further 3.7% to sales growth. This
strong like-for-like performance was driven by
increasing passenger numbers in the air channel,
an ongoing lower level of disruption in the rail
channel and by strong operational execution
during the peak summer trading period.
Read more about financial performance
in the Financial Review pages 42-52.
UK & Ireland continued
Corporate governance
Financial statements
Strategic report
Overview
39
SSP Group plc Annual Report 2024
c.95
locations
£80m
operating profit
£519m
revenue
£83m
underlying operating profit
c.880
units
c.17,000
colleagues
Regional highlights
Regional reviews continued
Key brands
Asia Pacific and
Eastern Europe
& Middle East
We made good progress against our financial and strategic agenda
this year, prioritising the high growth markets in Southeast Asia and
Oceania. We have seen substantial growth through new business
development and acquisitions and are pleased to have entered
New Zealand for the first time. This progress coincides with a specific
focus on our People Strategy, investing heavily in health and safety
and training and development. What we delivered is a testament
to the hard work of our people across our markets.
Jonathan Robinson
Chief Executive Officer, Asia Pacific
2024 was a year of significant business growth in EEME,
with the opening of around 30 new units in Saudi Arabia
and the UAE. We brought exciting new brands to the airport,
including Eric Kayser, Crêpeaffaire, and Pizza Express, which
are all new partners for SSP. This strong new business activity
has been coupled with a continued focus on operational
excellence and driving a profitable business.
Mark Angela
Chief Executive Officer, Eastern Europe & Middle East
Corporate governance
Financial statements
Strategic report
Overview
40
SSP Group plc Annual Report 2024
MOBILISING TWO NEW CONTRACTS IN SAUDI ARABIA
APAC & EEME case study
Regional reviews continued
We secured three major contracts this year
in Saudi Arabia through our joint venture SSP
Arabia: two new contracts in Riyadh totalling
10 units, which will give us presence in every
terminal in the airport and a contract at Jeddah
for 26 units covering major terminals at the
airport. This year, we mobilised around 20 units,
with more to follow next year. Saudi Arabia is
rapidly developing as it implements its the
Vision 2030 principles in all aspects of life in
the Kingdom, with the growth of tourism a key
driver. Saudi Arabia is an attractive long-term
growth market for SSP as the country expects
to welcome circa 150 million visitors by 2030.
Saudi Arabia already witnessed a 56% increase
in inbound visitor arrivals in 2023 (compared
to 2019).
The new contracts will deliver an extensive
brand line-up, including Pret A Manger,
Snowflake, Pizza Express, Ya! Salam, Café
Bateel and Jamie Oliver’s Kitchen, in addition to
Crêpeaffaire, Eric Kayser, Burger King and KFC,
which we already opened. We are pleased to be
debuting Aida and Caffè Nero to the Saudi Arabia
market for the first time.
Market overview and context
Our APAC and EEME division includes Eastern
Europe, Middle East, India, South East Asia, Hong
Kong, Australia and New Zealand. Our first entry
into the Asian market was into Thailand in 1995,
and we are now present in eight markets across
Asia Pacific, including India. Additionally, we
operate in eight markets in Eastern European
and the Middle East. A number of our operations
in the APAC & EEME region are operated as joint
ventures, with our largest being our joint venture
in India, Travel Food Services.
Our channel focus is predominantly in Air,
with a presence in c.75 airports. We also have a
successful lounge business in the region. During
the year, we made the significant acquisition of
ARE in Australia, and we also announced our entry
into new markets across the region including
Saudi Arabia, Bulgaria and Lithuania in EEME
and New Zealand and Indonesia in APAC.
Performance
Full year revenue of £519.4m increased by
28.0% on a constant currency basis, including
like-for-like growth of 16.6% and contributions
from net contract gains of 1.8% and from the
acquisition of the ARE business in Australia of
9.6%. At actual exchange rates full year revenue
increased by 20.6%. Revenue in the first half year
increased by 22.1% on a constant currency basis,
including like-for-like growth of 20.2% and a
contribution of 1.9% from net gains. During the
second half revenues grew by 32.6% on a
constant currency basis, comprising like-for-like
sales growth of 13.8%, net gains of 1.6% and a
17.2% contribution from the ARE acquisition.
The strong like-for-like growth was driven
primarily by Australia, Egypt and Hong Kong.
Read more about financial performance
in the Financial Review pages 42-52.
APAC & EEME continued
Share of global SSP revenue
Channel mix
Air 99%
Rail 1%
Other 0%
APAC &
EEME 15%
Corporate governance
Financial statements
Strategic report
Overview
41
SSP Group plc Annual Report 2024
Financial review
The Group’s revenues have
grown strongly across all regions
throughout the year.
Jonathan Davies
Deputy Group Chief Executive Officer
& Chief Financial Officer
Earnings per share
10.0p/share
underlying
pre-IFRS 16¹
3.4p/share
reported
Net debt
£592.5m
underlying
pre-IFRS 16¹
£1,681.6m
reported
Operating profit
£205.6m
underlying
pre-IFRS 16¹
£205.9m
Reported IFRS
2024 highlights
Group performance
Change
2024
£m
2023
£m
Actual
currency
(%)
Constant
currency
(%)
LFL
(%)
Revenue
3,433.2
3,009.7
14.1
17.0
8.8
Underlying operating profit
246.6
204.8
20.4
Pre-IFRS 16 underlying operating profit
205.6
163.7
25.6
32.5
Operating profit
205.9
166.8
23.4
Against a backdrop of ongoing macroeconomic and geopolitical uncertainty, demand for travel has
remained resilient and the Group’s revenues have grown strongly across all regions throughout the year.
Total Group Revenue of £3,433.2m increased by 14.1% at actual exchange rates compared to 2023
and by 17.0% on a constant currency basis. This constant currency revenue growth included like-for-like
growth of 8.8% and net new space growth of 8.2%, with the latter comprising 4.2% from organic net
contract gains and 4.0% from acquisitions.
During the first half year, revenues were 15.1% ahead of 2023 levels at actual exchange rates
and 18.8% ahead on a constant currency basis. This included strong like-for-like sales growth,
of 11.6%, reflecting a further recovery in passenger numbers and the strengthening of our customer
proposition, and was despite the impact of ongoing industrial action in Continental Europe. Net new
space growth added a further 7.2% to sales, comprising 4.4% from net contract gains across the
Group and 2.8% from acquisitions in North America.
During the second half year, revenues continued to grow strongly, increasing by 13.3% at actual
exchange rates compared to 2023 (15.6% on a constant currency basis). Like-for-like sales growth
remained robust at 6.5%, given the increasingly challenging prior year comparatives, with net new
space adding a further 9.1% (including a 4.7% contribution from acquisitions). Whilst this strong trading
momentum was very encouraging across the majority of our business, it was below our expectations
in Continental Europe, where demand in France was negatively impacted by the Paris Olympics and
in Germany where we saw weak trading in our MSA business over the peak summer period.
For the year as a whole, the like-for-like sales growth of 8.8% was driven in broadly equal measure by
the air and rail channels. However, while the growth in the air channel was delivered despite increasingly
challenging prior year comparatives, revenues in the rail sector have remained disappointing, with
passenger numbers still below pre-pandemic levels. Furthermore, the recovery in the rail channel
continued to be impacted by ongoing industrial action in the UK and Continental Europe.
1 See Alternative Performance Measures page 50-52.
Corporate governance
Financial statements
Strategic report
Overview
42
SSP Group plc Annual Report 2024
Financial review continued
Net new space contributed 8.2% to full year revenue growth versus 2023, primarily driven by a
strong contribution from North America (19.7%), which benefitted from a number of infill acquisitions
(including Midfield Concession business in June 2023, ECG Ventures in December 2023 and Mack II in
February 2024) and significant new business openings (notably at Chicago Midway, Seattle, Spokane
and Lubbock). The APAC & EEME division also contributed significant new space growth of 11.4%,
including a benefit from the ARE acquisition in Australia, which completed in early May 2024.
Trading results from outside the UK are converted into sterling at the average exchange rates for
the year. The overall impact of the movement of foreign currencies (principally the Euro, US Dollar,
Swedish Krona, Norwegian Krone, Indian Rupee, Egyptian Pound and Swiss Franc) in 2024 compared
to the 2023 average was -2.5% on revenue, -4.4% on EBITDA and -5.8% on operating profit.
Operating profit
The underlying operating profit was £246.6m, compared to £204.8m in the prior year. On a reported
basis under IFRS 16, the operating profit was £205.9m (2023: £166.8m), reflecting a charge of £40.7m
(2023: £38.0m charge) for non-underlying operating items.
On a pre-IFRS 16 basis, the Group reported underlying EBITDA of £342.9m (2023: £280.0m) and
underlying operating profit of £205.6m (2023: £163.7m). The underlying pre-IFRS 16 EBITDA margin
improved to 10.0% (2023: 9.3%) and the underlying pre-IFRS 16 operating profit margin improved to
6.0% (2023: 5.4%). On a constant currency basis, EBITDA of £358.8m and operating profit of £218.3m
were in the middle of the range of the Planning Assumptions we set out last year.
This significant year on year improvement in profitability was within the range of planning
assumptions set out in December 2023 and reflected strong profit growth across three of our regions:
North America, APAC & EEME and the UK. The results were, however, disappointing in Continental
Europe, with operating profit below the prior year, impacted by the slower recovery and disruption
due to industrial action in the rail sector and the scale of the new unit opening programme, mainly
associated with the renewal of contracts. The impact of these headwinds in Continental Europe was
broadly offset by a number of non-recurring benefits, as described further in the regional sections
later in the Financial Review. Whilst we met our planning assumptions at a Group level, a greater share
of operating profit came from businesses where we work with joint venture partners impacting flow
through to Group EPS and cashflow.
Non-underlying operating items
Items which are not considered reflective of the normal trading performance of the business, and
are exceptional because of their size, nature or incidence, are treated as non-underlying operating
items and disclosed separately. In the event that items are reversed in subsequent years, they are
recognised in underlying or non-underlying profit or loss based on their original classification.
Taxes follow the classification of the taxed items.
The non-underlying operating items included in the net charge of £40.7m are summarised below:
• Impairment of goodwill: as a result of past acquisitions, and in particular the creation of SSP by
the acquisition of the SSP business by EQT in 2006, the Group holds a significant amount of goodwill
on its consolidated balance sheet. This is allocated to cash generating units, and performance is
monitored on this basis. Goodwill impairment testing is carried out annually, or more frequently
if indicators of impairments have been identified, by comparing the value relating to each cash
generating unit with the net present value of its expected future cash flows. Following the most
recent reviews, a goodwill impairment of £9.6m was identified, comprising a £9.0m write down
in respect of the Swedish business and £0.6m in respect of China.
• Impairment of property, plant and equipment and right-of-use assets: the Group has carried
out impairment reviews where indications of impairment have been identified. These impairment
reviews compared the value-in-use of individual sites, based on management’s current assumptions
regarding future trading performance, to the carrying values of the associated assets. Following
these reviews, a charge of £23.4m has been recognised, which includes a net impairment of
right-of-use assets of £6.3m. This includes impairments recognised in the first half in Ireland and
Netherlands, and second half impairments principally in relation to Switzerland, Iceland, Bermuda
and Singapore.
• Gain on lease derecognition: the Group has recognised a credit relating to the renegotiation of a
concession contract in the APAC & EEME region, such that the contract now falls outside the scope
of IFRS 16. This has resulted in the derecognition of both the right of use asset and the lease liability,
with the net impact on the income statement being a £8.9m credit.
• Repayment of historical legal fees and release of legal provision: as a result of the successful
resolution of a legal matter we have recognised £6.5m in repaid legal fees in the year as well
as the release of a provision of £2.0m relating to the case.
• Transaction costs: the Group incurred transaction costs amounting to £10.8m during the year
covering the various acquisitions and other transactions completed and evaluated during the period
(2023: £2.2m)
• Restructuring costs: the Group has recognised a charge of £6.7m relating to its restructuring
programmes carried out in the head office and Continental Europe during the second half of the
year. The charge primarily relates to redundancy costs.
• Site exits costs: the Group has recognised a charge of £1.2m related to site exits in Ireland and Brazil.
• Other non-underlying expenses: other non-underlying items mainly relating to integration costs
amounted to £6.4m (2023: £7.1m).
Corporate governance
Financial statements
Strategic report
Overview
43
SSP Group plc Annual Report 2024
This section summarises the Group’s performance across its four operating segments.
For full details of our key reporting segments, please refer to note 3 on page 182.
North America
Change
2024
£m
2023
£m
Actual
currency
(%)
Constant
currency
(%)
LFL
(%)
Revenue
813.9
668.8
21.7
25.8
6.1
Underlying operating profit
87.6
68.2
28.4
Pre-IFRS 16 underlying operating profit
80.6
54.9
46.8
Operating profit
79.9
67.0
19.3
Full year revenue of £813.9m increased by 25.8% on a constant currency basis, including like-for-like
growth of 6.1% and contributions from new space of 19.7%, including acquisitions of 11.7%. At actual
exchange rates full year revenue increased by 21.7%.
During the first half, the sales growth in North America remained very strong, running 29.4% above
the prior year on a constant currency basis, including like-for-like growth of 7.9%, net contract gains
of 8.2%, and a 13.3% contribution from acquisitions, reflecting the Midfield Concessions acquisition in
June 2023, as well as smaller acquisitions early in FY24 in Canada and Atlanta. This like-for-like growth
was softer however in the second quarter, reflecting supply-side airline capacity constraints in several
airports, as well as stronger prior year comparatives.
During the second half, sales increased by 23.0% year on year on a constant currency basis, with
like-for-like growth of 4.7% continuing the moderated run-rate from the second quarter. New space
in the second half grew by 18.3%, including contributions from acquisitions of 10.5% and organic net
gains of 7.8%, with the latter including sales from important new openings in Chicago Midway, Seattle,
Spokane and Lubbock.
The underlying operating profit for the period was £87.6m, compared to £68.2m in the prior year, and
the reported operating profit was £79.9m (2023: £67.0m). Non-underlying operating items comprised
transaction costs totalling £6.0m and the impairment of Bermuda amounting to £1.7m.
On a pre-IFRS 16 basis, the underlying operating profit was £80.6m, which compared to £54.9m last
year, an increase of 46.8%, with the operating margin improving by 1.7% to 9.9%. This year on year
improvement was achieved despite the impact of very high levels of labour inflation across the year.
It also included a net benefit of approximately £3.5m from a number of non-recurring items in the
period, in particular the recognition of government support payments as a result of Covid-19.
Continental Europe
Change
2024
£m
2023
£m
Actual
currency
(%)
Constant
currency
(%)
LFL
(%)
Revenue
1,207.4
1,136.7
6.2
8.6
5.9
Underlying operating profit
39.1
51.9
(24.7)
Pre-IFRS 16 underlying operating profit
18.3
35.8
(48.9)
Operating profit
10.5
32.6
(67.8)
Full year revenue of £1,207.4m increased by 8.6% on a constant currency basis, including like-for-like
growth of 5.9% and contributions from net contract gains of 2.7%. At actual exchange rates full year
revenue increased by 6.2%.
Revenues grew strongly during the first six months of the year, up by 10.6% year on year on a constant
currency basis, with like-for-like sales growth of 8.7%, helped by an exceptional first quarter (11.5%),
which included a particularly strong performance in Spain, driven by strong passenger numbers during
the extended late-summer holiday season which stretched into the autumn. The second quarter then
saw softer growth, reflecting strengthening prior year comparatives as well as increased levels of
industrial action, particularly in the rail channel in Germany and France.
During the second half year, sales growth of 7.1% included a stronger contribution from net gains
(3.8%) reflecting new openings in Spain, France and Italy. Like-for-like growth was softer however
at 3.3%, and below our expectations for the summer, notably in France, where the Paris Olympics had
a negative impact on travel and passenger dwell times, and in Germany, where we saw weak trading
in our MSA business over the peak summer season.
The underlying operating profit for the period was £39.1m compared to £51.9m in the prior year, with a
reported operating profit of £10.5m (2023: £32.6m). Non-underlying operating items included a £9.0m
impairment of goodwill in Sweden following the renewal of a number of contracts in the air channel
at higher rents. In addition, non-underlying operating items included impairments of property, plant
and equipment (£10.1m) and right of use assets (£5.4m), primarily relating to sites in the Netherlands,
Iceland and Switzerland. They also included restructuring costs to streamline operations and reduce
overhead costs in the region.
Financial review continued
Regional performance
Corporate governance
Financial statements
Strategic report
Overview
44
SSP Group plc Annual Report 2024
On a pre-IFRS 16 basis, the underlying operating profit was £18.3m, which compared to £35.8m last
year, with the underlying operating margin falling to 1.5% (3.1% in 2023). As highlighted in our interim
results, this very disappointing year-on-year performance was significantly impacted in the first half
by high levels of renewal activity with related disruption and pre-opening costs in the air channel,
particularly in the Nordic countries, together with the greater levels of industrial action, principally
impacting the rail channel. In the second half, profit was impacted by pre-opening costs associated
with new openings in France and in Italy, and by the lower than anticipated demand associated with
the Olympics in Paris, which was exacerbated by the additional staff hired to meet the anticipated
increasing volumes. These impacts were partially mitigated by the recognition of Covid-19 related
support payments of £5.0m.
As we announced last December, we are now beginning a phased exit from our loss making MSA
business in Germany. This business continued to have a significant adverse impact on the overall
operating margin of the region, reporting underlying pre-IFRS 16 net operating losses of £3.8m, with
gross losses of £8.6m mitigated by the receipt of a one off landlord compensation payment of £4.8m.
Recognising the need for significant performance improvement, we are taking action to improve
the future profitability of the region, focusing on driving returns from the investment programme,
simplifying the leadership structure, reducing the cost base and turning around or exiting unprofitable
businesses. In September, a new CEO for Continental Europe was appointed, Satya Menard, who will
lead the profit recovery activity in 2025.
UK (including Republic of Ireland)
Change
2024
£m
2023
£m
Actual
currency
(%)
Constant
currency
(%)
LFL
(%)
Revenue
892.4
773.6
15.4
15.5
11.4
Underlying operating profit
79.4
66.1
20.1
Pre-IFRS 16 underlying operating profit
72.5
57.4
26.3
Operating profit
73.5
54.6
34.6
Full year revenue of £892.5m increased by 15.5% on a constant currency basis, including like-for-like
growth of 11.4% and contributions from net contract gains of 4.1%. At actual exchange rates full year
revenue increased by 15.4%.
During the first half year, sales increased by 19.6% on a constant currency basis, including very strong
like-for-like sales growth of 14.7% and a contribution of 4.9% from net gains. The like-for-like growth
reflected encouraging passenger numbers in the air channel and a further improvement in rail
passenger volumes as commuters continued to return to work in offices, as well as a slightly lower
incidence of strike action compared to last year.
In the second half, underlying UK trading in both the air and rail channels remained robust,
with like-for-like sales growing by 8.9% and net gains contributing a further 3.7% to sales growth.
This strong like-for-like performance was driven by increasing passenger numbers in the air channel,
an ongoing lower level of disruption in the rail channel and by strong operational execution during the
peak summer trading period. It also benefitted from a particularly good sales performance from the
Marks and Spencer Simply Food franchise operations.
The underlying operating profit for the UK was £79.4m compared to £66.1m in the prior year,
with a reported operating profit of £73.5m (2023: £54.6m). Non-underlying operating items included
impairments of property, plant and equipment (£4.0m) and right of use assets (£0.4m) as well as £0.6m
of site exit costs relating to our operations in Ireland and £0.8m other costs.
Financial review continued
Regional performance continued
Corporate governance
Financial statements
Strategic report
Overview
45
SSP Group plc Annual Report 2024
On a pre-IFRS 16 basis, the underlying operating profit was £72.5m, which compared to £57.4m
last year, an increase of 26.3%, with the underlying operating margin improving by 0.7% year on year
to 8.1%. The first half margin was impacted by disruption arising from the investment in new outlets
as part of an extensive renewal programme impacting a number of major airports. However, as this
pressure eased during the second half, we saw an improvement in the operating margin by 180 basis
points year-on-year, reflecting good profit conversion on the strong like-for-like sales growth in
the period. The operating profit included the benefit of one-off credits totalling £5.8m, comprising
government support payments from the Covid-19 period and client compensation payments (mainly
in respect of rent), which were broadly in line with the prior year. These partially mitigated the impact
of strikes (which we estimate decreased profit by c.£3m) and the pre-opening costs associated with
the substantial investment programme, which arose largely in the first half.
APAC and EEME
Change
2024
£m
2023
£m
Actual
currency
(%)
Constant
currency
(%)
LFL
(%)
Revenue
519.4
430.6
20.6
28.0
16.6
Underlying operating profit
82.7
71.0
16.5
Pre-IFRS 16 underlying operating profit
76.0
63.5
19.7
Operating profit
79.6
72.2
10.2
Full year revenue of £519.4m increased by 28.0% on a constant currency basis, including like-for-like
growth of 16.6% and contributions from net contract gains of 1.8% and of 9.6% from the acquisition
of the ARE business in Australia. At actual exchange rates full year revenue increased by 20.6%.
Revenue in the first half year increased by 22.1% on a constant currency basis, including like-for-like
growth of 20.2% and a contribution of 1.9% from net gains. This like-for-like growth was helped by a
strong recovery in passenger numbers across the region, and despite a slower than expected recovery
in Hong Kong where Chinese inbound passengers remain below pre-Covid-19 levels.
During the second half revenues grew by 32.6% on a constant currency basis, comprising like-for-like
sales growth of 13.8%, net gains of 1.6% and a 17.2% contribution from the ARE acquisition. The strong
like-for-like growth was driven primarily by Australia, Egypt and Hong Kong, with the latter seeing an
encouraging recovery in passenger numbers over the summer. The relatively modest level of net gains
reflected the deconsolidation of the Mumbai airport business (accounted for as an associate from
June), reducing year on year sales growth by approximately 8% in the half. Since the year end, sales
have continued to grow strongly with sales 38% up compared to the same period in FY24 on a
constant currency basis.
The underlying operating profit for the period was £82.7m, compared to £71.0m in the prior year, and
the reported operating profit was £79.6m (2023: £72.2m). Non-underlying operating items comprised
impairments of £1.3m, goodwill impairments of £0.6m, gains on derecognition of leases of £8.9m,
site exit costs of £0.6m, transactions costs of £4.1m and other non-underlying costs of £5.4m.
On a pre-IFRS 16 basis, the underlying operating profit was £76.0m, which compared to £63.5m
last year, an increase of 19.7%.
Financial review continued
Regional performance continued
Corporate governance
Financial statements
Strategic report
Overview
46
SSP Group plc Annual Report 2024
Share of profit of associates
The Group’s underlying share of profits of associates was £5.4m (2023: £7.2m), lower year on year
primarily as a result of preopening and other start-up losses in the Group’s new Extime joint venture
with Aeroport de Paris in France. On a reported basis, the share of profits of associates was £5.4m
(2023: £0.5m).
On an underlying pre-IFRS 16 basis, the Group’s share of profit from associates was £5.6m
(2023: £7.2m profit).
Net finance costs
The underlying net finance expense for the financial year was £95.0m (2023: £86.6m), which includes
interest on lease liabilities of £62.1m (2023: £53.1m). The reported net finance expense under IFRS 16
was £92.7m (2023: £79.2m).
On a pre-IFRS 16 basis, underlying net finance costs were slightly lower than the prior year at £32.9m
(2023: £33.5m). This out-turn was also lower than the guidance of c.£40m provided with our interim
results in May, principally driven by a non-recurring benefit of £6m arising from the timing of
recognition of interest income on money market deposits in India.
Taxation
The Group’s underlying tax charge for the period was £33.4m (2023: £29.1m), representing an effective
tax rate of 21.3% (2023: 23.2%) of underlying profit before tax. On a reported basis, the tax charge
for the period was £33.1m (2023: £32.0m) representing an effective tax rate of 27.9% (2023: 36.3%).
On a pre-IFRS 16 basis, the Group’s underlying tax charge was £34.8m (2023: £31.2m), equivalent
to an effective tax rate of 19.5% (2023: 22.7%) of the underlying profit before tax.
The Group’s tax rate is sensitive to the geographic mix of profits and losses and reflects a combination
of higher rates in certain jurisdictions, as well as the impact of losses in some countries for which no
deferred tax asset is recognised.
The underlying pre-IFRS 16 tax charge in the year has benefitted from a deferred tax credit of £18.2m
arising from the recognition of part of the significant deferred tax assets in relation to the Group’s US
operations, which have not previously been recognised. In light of recent acquisitions and strong net
contract gains in North America, the Group now considers that there is convincing evidence that the
US business has probable future taxable profits against which at least part of these significant losses
can be used, leading to the recognition of an asset in line with probable estimated taxable profits
forecast over the average remaining contractual term in the US business. This has been offset by
deferred tax assets derecognised in Belgium, Canada and Finland of £6.8m resulting in a net deferred
tax credit of £11.4m.
Non-controlling interests
The profit attributable to non-controlling interests was £58.1m (2023: £48.0m profit). On a pre-IFRS 16
basis the profit attributable to non-controlling interests was £63.5m (2023: £49.7m profit), with the
year-on-year increase reflecting strong year on year profit growth in our partially-owned subsidiaries
(operated with joint venture partners) in North America and APAC and EEME. An analysis of the
year-on-year increase in the pre-IFRS 16 non-controlling interest charge is set out in the table below:
On a pre-IFRS 16 basis
2024
£m
2023
£m
Year-on-year
change
(%)
North America
31.3
22.7
38%
APAC & EEME
– India
27.6
21.7
27%
– Other
4.6
5.3
89%
Group
63.5
49.7
28%
In North America, the year-on-year increase of 38% is below the increase in underlying pre-IFRS16
operating profit for the region of 47%, reflecting stronger profit growth in airports with lower
minority shareholdings. In addition we have seen stronger growth in Canada where we own 100%
of the business.
In India, the higher year on year charge includes a non-recurring impact of £3m from the higher profit
arising from the timing of recognition of interest income on money market deposits held there.
Financial review continued
Corporate governance
Financial statements
Strategic report
Overview
47
SSP Group plc Annual Report 2024
Earnings per share
The Group’s underlying earnings per share was 8.1 pence per share (2023: 6.2 pence per share),
and its reported earnings per share was 3.4 pence per share (2023: 1.0 pence per share).
On a pre-IFRS 16 basis the underlying earnings per share was 10.0 pence per share (2023: 7.1 pence per
share), representing year-on year growth of 40.8% at actual exchange rates. While the primary driver
of this year-on-year growth was the improvement in the underlying operating profit (increasing by
25.6% at actual rates), it also benefited from non-recurring reductions in the interest and tax charges
as noted earlier in this Financial Review. Nevertheless, based on current foreign exchange rates and
reflecting the constant currency guidance for operating profit as set out earlier, we anticipate further
strong earnings progression in the year ahead.
Dividends
In line with the Group’s stated priorities for the uses of cash and after careful review of its medium-term
investment requirements, the Board is proposing a final dividend of 2.3 pence per share (2023: 2.5 pence
per share), which is subject to shareholder approval at the Annual General Meeting. This full year
dividend combined with the interim dividend of 1.2 pence per share would bring the total FY24 dividend
to 3.5 pence per share, a payout ratio of 35% of the underlying pre-IFRS 16 earnings per share, which is
in the middle of our target payout range of 30-40%.
The final dividend will be paid, subject to shareholder approval, on 27 February 2025 to shareholders
on the register on 31 January 2025. The ex-dividend date will be 30 January 2025.
Free Cash flow
The table below presents a summary of the Group’s free cash outflow for 2024.
2024
£m
2023
£m
Underlying operating profit¹
205.6
163.7
Depreciation and amortisation
137.3
116.3
Exceptional operating costs
(16.6)
(17.8)
Working capital
(20.2)
(19.8)
Net tax payment
(26.0)
(19.6)
Capital expenditure²
(279.6)
(220.0)
Acquisitions, net of cash received
(138.9)
(41.2)
Net dividends to non-controlling interests and from associates
(34.5)
(46.0)
Net finance costs
(35.8)
(46.1)
Dividends
(29.5)
–
Other
5.7
5.6
Free cash outflow
(232.5)
(124.9)
1
Presented on an underlying pre-IFRS 16 basis (refer to pages 64 for details).
2 Capital expenditure is net of cash capital contributions received mainly from non-controlling interests in North America of £18.3m
(2023: £22.5m).
The Group’s net cash outflow during the year was £232.5m, an increase of £107.6m compared to a
£124.9m net cash outflow last year. This year-on-year change primarily reflected the higher levels of
capital expenditure in 2024, as well as the reinstatement of the dividend announced in December last
year. The net outflow in the year also included the impact of several acquisitions, as well as exceptional
transaction and other costs incurred during the year.
Capital expenditure was £279.6m, a significant increase compared to the £220.0m in the prior year,
reflecting the ongoing mobilisation of our new business pipeline, as well as a higher than usual level
of renewals and maintenance projects, many of which were put on hold as a function of Covid-19.
Looking forward, we are planning for capital expenditure of £230-240m in the year ahead, lower than
in 2024 as we have now completed our spending on the backlog of renewals from the Covid-19 period.
Financial review continued
Corporate governance
Financial statements
Strategic report
Overview
48
SSP Group plc Annual Report 2024
Acquisition costs of £138.9m included expenditure on the purchase of the ECG, Mack II, Denver and ARE
businesses during the year. The acquisition of a majority shareholding in the Taurus Gemilang business
in Indonesia, which we announced in May, completed at the end of November for a cash consideration
of £10m. Having executed these important infill acquisitions in order to accelerate our growth in
strategically important markets, our focus is now on integrating these operations and delivering the
planned returns. We therefore do not anticipate any further new infill acquisitions in the year ahead.
Although working capital benefited from further strong growth in sales across the year (up 14%
year on year at actual exchange rates), this was offset by the payment of the remainder of the Group’s
deferred liabilities from the Covid-19 period, amounting to approximately £40m, resulting in a net cash
outflow for the year of £20.2m. Going forward we anticipate our negative working capital to grow
broadly in line with sales, therefore contributing a modest cash inflow in 2025.
Net corporation tax payments of £26.0m were higher year on year (compared to £19.6m in 2023),
reflecting the Group’s increase in profitability over the last twelve months. However net cash flows paid
to non-controlling interests (net of receipts from associates) fell to £34.5m (from £46.0m in 2023).
Net finance costs paid of £35.8m were lower than in the prior year equivalent of £46.1m, which
included the payment of deferred interest liabilities in respect of the Group’s US Private Placement
notes following the Rights Issue in 2021.
Net debt
Overall net debt increased by £200.3m to £592.5m on a pre-IFRS 16 basis, largely reflecting
the free cash outflow in the year of £232.5m as detailed above. On a reported basis under IFRS 16,
net debt was £1,681.6m (30 September 2023: £1,420.9m), including lease liabilities of £1,089.1m
(30 September 2023: £1,028.7m).
Based on the pre-IFRS16 net debt of £592.5m at 30 September 2024, leverage (net debt/EBITDA)
was 1.7x, in the middle of our medium-term target range of 1.5-2.0x.
The table below highlights the movements in net debt in the period on a pre-IFRS 16 basis.
£m
Net debt excluding lease liabilities at 1 October 2023 (Pre-IFRS 16 basis)
(392.2)
Free cash flow
(232.5)
Impact of foreign exchange rates
23.8
Other¹
8.4
Net debt excluding lease liabilities at 30 September 2024 (Pre-IFRS 16 basis)
(592.5)
Lease liabilities
(1,089.1)
Net debt including lease liabilities at 30 September 2024 (IFRS 16 basis)
(1,681.6)
1
Other changes relate to the effect of the acquisition of the remaining 50% of our Brazilian joint venture unwinding the effects of prior year refinancing.
Financial review continued
Corporate governance
Financial statements
Strategic report
Overview
49
SSP Group plc Annual Report 2024
Alternative Performance Measures
The Directors use alternative performance measures for analysis as they believe these measures
provide additional useful information on the underlying trends, performance and position of the
Group. The alternative performance measures are not defined by IFRS and therefore may not be
directly comparable with other companies’ performance measures and are not intended to be
a substitute for IFRS measures.
1. Revenue measures
As the Group is present in 37 countries, it is exposed to translation risk on fluctuations in foreign
exchange rates, and as such the Group’s reported revenue and operating profit/loss will be impacted
by movements in actual exchange rates. The Group presents its financial results on a constant
currency basis in order to eliminate the effect of foreign exchange rates and to evaluate the underlying
performance of the Group’s businesses. The table below reconciles reported revenue to constant
currency sales.
(£m)
North
America
Continental
Europe
UK
APAC &
EEME
Total
2024 Revenue at actual rates
by region
813.9
1,207.4
892.4
519.4
3,433.2
Impact of foreign exchange
27.8
27.0
1.0
32.3
88.1
2024 Revenue at constant currency¹
841.7
1,234.4
893.5
551.7
3,521.1
2023 Revenue at actual rates by region
668.8
1,136.7
773.6
430.6
3,009.7
Constant currency sales growth
Which is made up of:
%
%
%
%
%
Like-for-like sales growth²
6.1
5.9
11.4
16.6
8.8
Net contract gains³,⁴
19.7
2.7
4.1
11.4
8.3
Total constant currency sales growth
25.8
8.6
15.5
28.0
17.0
Impact of exchange rates
(4.1)
(2.4)
(0.1)
(7.4)
(2.9)
Total actual currency sales growth
21.7
6.2
15.4
20.6
14.1
1
Constant currency is based on average 2023 exchange rates weighted over the financial year by 2023 results.
2 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. Like-for-like sales are presented on a constant currency basis.
3 Revenue in outlets which have been open for less than 12 months and prior period revenues in respect of closed outlets are excluded from
like-for-like sales and classified as contract gains. Net contract gains are presented on a constant currency basis.
4 The impact of acquisitions has been included in net contract gains.
2. Non-underlying profit items
The Group presents underlying profit/(loss) measures, including operating profit/(loss), profit/(loss)
before tax, and earnings/loss) per share, which exclude a number of items which are not considered
reflective of the normal trading performance of the business, and are considered exceptional because
of their size, nature or incidence. The table below provides a breakdown of the non-underlying items in
both the current and prior year.
Non-underlying items
IFRS 16
2024
£m
IFRS 16
2023
£m
Operating costs
Impairment of goodwill
(9.6)
(12.5)
Impairment of property, plant and equipment
(17.1)
(2.4)
Impairment of right-of-use assets
(6.3)
(3.2)
Contractual settlements
8.5
(4.7)
Site exit costs
(1.2)
(8.6)
Gain on derecognition of leases
8.9
2.7
Transaction costs
(10.8)
–
Restructuring costs
(6.7)
–
Other non-underlying costs
(6.4)
(9.3)
(40.7)
(38.0)
Share of associates
Impairment of investment in associate
–
(6.7)
Finance expenses
Debt refinancing & effective interest rate adjustments
2.3
7.4
2.3
7.4
Profit before tax
(38.4)
(37.3)
Taxation
Tax credit/(charge) on non-underlying items
0.3
(2.9)
Total non-underlying items
(38.1)
(40.2)
Further details of the non-underlying operating items have been provided in the Financial Review
section on page 13. Furthermore, a reconciliation from the underlying to the IFRS reported basis
is presented below:
2024 (IFRS 16)
2023 (IFRS 16)
Underlying
Non-underlying
Items
IFRS
Underlying
Non-underlying
Items
IFRS
Operating profit/(loss) (£m)
246.6
(40.7)
205.9
204.8
(38.0)
166.8
Operating margin
7.2%
(1.2)%
6.0%
6.8%
(1.3)%
5.5%
Profit/(loss) before tax (£m)
157.0
(38.4)
118.6
125.4
(37.3)
88.1
Earnings/(loss) p/share (p)
8.1
(4.7)
3.4
6.2
(5.2)
1.0
Financial review continued
Corporate governance
Financial statements
Strategic report
Overview
50
SSP Group plc Annual Report 2024
3. Pre-IFRS 16 basis
In addition to our reported results under IFRS we have decided to also maintain the reporting of our
profit and other key KPIs like net debt on a pre-IFRS 16 basis. This is because the pre-IFRS 16 profit is
consistent with the financial information used to inform business decisions and investment appraisals.
It is our view that presenting the information on a pre-IFRS 16 basis will provide a useful and necessary
basis for understanding the Group’s results. As such, commentary has also been included in the
Business Review, Financial Review and other sections with reference to underlying profit measures
computed on a pre-IFRS 16 basis.
A reconciliation of key underlying profit measures to ‘Pre-IFRS 16’ numbers is presented below:
Year ended 30 September 2024
Year ended 30 September 2023
Notes
Underlying
IFRS
£m
Impact of
IFRS 16
£m
Underlying
Pre-IFRS 16
£m
Underlying
IFRS
£m
Impact of
IFRS 16
£m
Underlying
Pre-IFRS 16
£m
Revenue
2
3,433.2
–
3,433.2
3,009.7
–
3,009.7
Operating costs
4
(3,186.6)
(41.0)
(3,227.6)
(2,804.9)
(41.1)
(2,846.0)
Operating
profit/(loss)
246.6
(41.0)
205.6
204.8
(41.1)
163.7
Share of profit
from associates
5.4
0.2
5.6
7.2
–
7.2
Finance income
5
19.1
–
19.1
17.0
–
17.0
Finance expense
5
(114.1)
62.1
(52.0)
(103.6)
53.1
(50.5)
Profit before tax
157.0
21.3
178.3
125.4
12.0
137.4
Taxation
(33.4)
(1.4)
(34.8)
(29.1)
(2.1)
(31.2)
Profit for the year
123.6
19.9
143.5
96.3
9.9
106.2
Profit
attributable to:
Equity holders
of the parent
64.9
15.1
80.0
49.6
6.9
56.5
Non-controlling
interests
58.7
4.9
63.6
46.7
3.0
49.7
Profit for
the period
123.6
19.9
143.5
96.3
9.9
106.2
Earning per share
(pence):
– Basic
3
8.1
10.0
6.2
7.1
– Diluted
3
8.1
9.9
6.2
7.0
Underlying operating profit is £41.0m lower on a pre-IFRS 16 basis, as adding back the depreciation
of the right-of-use assets of £236.1m does not fully offset the recognition of fixed rents of £(274.8)m
and the gain on derecognition of leases of £(2.3)m. Profit before tax is £21.3m higher on a pre-IFRS 16
basis as a result of adding back £62.1m in finance charges on lease liabilities and £0.2m on the share
of profit from associates. The impact of IFRS 16 on net debt is primarily the recognition of the lease
liability balance.
The tax effect of the net IFRS 16 impact is sensitive to the geographic mix of the IFRS 16 adjustments
which can differ year to year. The tax effect reflects a combination of higher tax rates in certain
jurisdictions, as well as the impact of temporary differences in some countries for which no deferred
tax asset is recognised.
Pre-IFRS 16 basis underlying EBITDA was a key measure of profitability for the Group in 2024.
A reconciliation to pre-IFRS 16 basis underlying operating profit for the period is presented below:
2024
£m
2023
£m
Pre-IFRS 16 underlying EBITDA
342.9
280.0
Depreciation of property, plant and equipment
(128.7)
(106.6)
Amortisation of intangible assets
(8.6)
(9.7)
Pre-IFRS 16 underlying operating profit
205.6
163.7
Financial review continued
Corporate governance
Financial statements
Strategic report
Overview
51
SSP Group plc Annual Report 2024
Furthermore, a reconciliation from pre-IFRS 16 underlying profit for the year to the IFRS profit after
for the year is as follows:
2024
£m
2023
£m
Pre-IFRS 16 underlying operating profit for the year
205.6
163.7
Depreciation of right-of-use assets
(236.1)
(194.5)
Fixed rent on leases
274.8
230.4
Gain on derecognition of leases
2.3
5.2
Non-underlying operating (costs)/profit (note 4)
(40.7)
(38.0)
Share of profit from associates
5.4
7.2
Non-underlying share of loss from associates
–
(6.7)
Net finance expense
(95.0)
(86.6)
Non-underlying finance income (note 5)
2.3
7.4
Taxation
(33.1)
(32.0)
IFRS Profit after tax
85.5
56.1
A reconciliation of underlying operating profit to profit before and after tax is provided as follows:
2024
£m
2023
£m
Underlying operating profit
246.6
204.8
Non-underlying operating costs (note 6)
(40.7)
(38.0)
Share of profit from associates
5.4
7.2
Non-underlying share of loss from associate
–
(6.7)
Finance income
19.1
17.0
Finance expense
(114.1)
(103.6)
Non-underlying finance income (note 8)
2.3
7.4
IFRS Profit before tax
118.6
88.1
Taxation
(33.1)
(32.0)
IFRS Profit after tax
85.5
56.1
4. Return on capital employed
The calculation of the Group’s return on capital employed (‘ROCE’) is set out below:
2024
£m
2023
£m
Capital employed
Net assets
383.2
322.1
Adjustments to exclude:
Net debt
592.5
392.2
Non-controlling interests share of equity
(156.0)
(95.9)
Tax assets and liabilities
(32.1)
(53.9)
Lease assets and liabilities
57.1
97.2
Other long term liabilities
48.1
42.5
Capital Employed
892.8
704.2
Average Capital Employed
798.5
663.4
Return
Underlying operating profit (pre IFRS 16 basis)
205.6
163.7
Non Controlling interests share excluded
(70.1)
(57.9)
Profit from Associates included
5.6
7.2
Adjusted Return
141.1
113.0
ROCE%
17.7%
17.0%
The calculation is used as a measure of the average capital that the Group has utilised to generate returns
to shareholders. Return is defined as underlying pre IFRS 16 operating profit, adjusted for Associates and
Non-controlling interests. Capital Employed is defined as Group Net Assets adjusted to exclude Net Debt,
tax assets and liabilities, lease and other long term liabilities and Non-controlling interests share of equity.
5. Liquidity and cashflow
Liquidity remains a key KPI for the Group. Available liquidity at 30 September 2024 has been computed
as £558.4m, comprising cash and cash equivalents of £254.8m, and undrawn credit facilities of £303.3m.
A reconciliation of free cashflow to underlying operating profit is shown on page 49.
Jonathan Davies
Deputy Group CEO and CFO
2 December 2024
Financial review continued
Corporate governance
Financial statements
Strategic report
Overview
52
SSP Group plc Annual Report 2024
Stakeholder engagement and Section 172 Statement
We define our stakeholders as those we affect
and those who affect us and categorise them into
nine stakeholder groups, as summarised on the
next page.
Listening to our stakeholders helps us better
understand their views and concerns, while enabling
us to respond to them appropriately. It gives us
valuable input into, and feedback on, our strategic
approach and helps ensure we take stakeholder
views into account in our decision-making.
We aim to maintain proactive, open dialogue with
stakeholders to meet evolving expectations as a
global business and to create shared value for our
business and stakeholders.
We engage with stakeholders at local, regional
and global levels, developing strong and positive
relationships that are central to our business
model. We keep our Board informed of stakeholder
views and have an ongoing programme of direct
stakeholder engagement, such as site visits,
meetings with our Board Chair, Mike Clasper,
listening sessions and activities that our
designated Non-Executive Director for workforce
engagement (ENED), Judy Vezmar leads.
Ensuring effective stakeholder engagement
Each year, the Board reviews and evaluates the
effectiveness of our engagement mechanisms.
This year’s review shows how we maintained
robust stakeholder engagement at Group and
market levels through various Board and business
channels, enabling us to gather and understand
stakeholder perspectives effectively. We are
making substantial progress in acting on these
insights and integrating them into decision-
making where appropriate.
In 2024, we also continued the well-established
practice of including a briefing note for all papers
presented to the Board, Board Committees and
Group Executive Committee. These briefing
notes identify the relevant stakeholder groups
affected by each agenda item and detail their
potential impacts. This practice has helped ensure
stakeholder considerations are consistently
factored into account in our decision-making
process. Additionally, the briefing notes also
requires a consideration of s172 matters.
In 2022, our sustainability materiality assessment
conducted by a specialist third party, identified
the most material ESG issues for our stakeholders.
In 2024, we started work on a double materiality
assessment, gathering inputs from our key
stakeholders and considering sustainability
impacts, risks and opportunities across a broad
range of topics. This assessment will help shape
the next evolution of our Sustainability Strategy.
Section 172 statement
A key element of the Board’s consideration
of s172 matters is the need to balance often
competing interests among our stakeholder
groups. Our engagement activity allows us to
better understand those competing priorities
and to assess the best course of action to
ensure long-term value is created.
In performing their duties during our 2024
financial year, the Directors have had regard
to the matters set out in Section 172 of the
Companies Act 2006 as appropriate, with the
principles underpinning the Board’s general
approach to decision-making.
Each Director of the Board confirms that, during
the year, they have acted in the way they consider,
in good faith, would be most likely to promote the
success of the Company for the benefit of its
members as a whole, and in doing so, has had
regard (among other matters) to the s172 matters
set out on the right.
You can find our progress against our diversity targets
on pages 114-115.
As a global business with
operations in 37 countries,
SSP has a diverse group
of stakeholders.
The likely consequences of any decision
in the long term
• Understanding the travel F&B market – pages 12-15
• Our business model – pages 16-17
• Our strategy – pages 18-31
• Board activities – pages 99-100
• Dividend policy – page 49
• Our 2024 Sustainability Report
The interests of the Company’s employees
• Our business model – pages 16-17
• Our strategy – pages 18-31
• Stakeholder engagement: colleagues – page 56
• A message from our ENED – page 101
• Board activities – pages 99-100
• Culture – pages 102-103
• Diversity, equity and inclusion – pages 114-115
• Succession planning – page 113
• Speak-up – pages 56, 72 and 103
• Our 2024 Sustainability Report
The need to foster the Company’s business
relationships with suppliers, customers and others
• Understanding the travel F&B market – pages 12-15
• Our business model – pages 16-17
• Our strategy – pages 18-31
• Stakeholder engagement – pages 53-63
and page 100
• Board activities – pages 99-100
• Our 2024 Sustainability Report
The impact of the Company’s operations
on the community and the environment
• Our strategy – pages 18-31
• Stakeholder engagement: colleagues – page 56
• Our 2024 Sustainability Report
• Board activities – pages 99-100
The desirability of the Company maintaining a
reputation for high standards of business conduct
• Understanding the travel F&B market – pages 12-15
• Our strategy – pages 18-31
• Non-financial and sustainability statement
– page 87
• Board activities – pages 99-100
• Risk management – pages 72-84
• Compliance and internal controls – page 123
• Our 2024 Sustainability Report
The need to act fairly as between members
of the Company
• Our strategy – pages 18-31
• Stakeholder engagement – pages 53-63
and page 100
• Annual General Meeting (AGM)
• Board activities – pages 99-100
Corporate governance
Financial statements
Strategic report
Overview
53
SSP Group plc Annual Report 2024
Customers
Why we engage
Understanding customer needs and trends
enables us to provide the food and beverage
choices they want.
Value created
Our high-quality products and brands, with a
broad range of food and beverage choices that
meet diverse preferences.
Colleagues
Why we engage
As a service provider, we are a people business
and our colleagues are crucial to our success.
Value created
A great place to work with an inclusive,
engaging and values-based culture where
everyone can fulfil their potential.
Brand partners
Why we engage
We collaborate with our partners to optimise
the brand offer for our clients and customers.
Value created
Exposure to a wider range of customers,
particularly in markets where brand partners
don’t have a high-street presence.
Suppliers
Why we engage
Good relationships with our suppliers are
essential to ensuring an efficient and secure
supply chain.
Value created
Long-lasting and mutually beneficial
relationships across our supply chain.
Clients
Why we engage
Our business success depends on retaining
and winning new space in our clients’
travel locations.
Value created
Delivering on mutual service and performance
goals, and offering a high-quality customer
experience for travellers.
Investors and lenders
Why we engage
We must understand the needs of those
who invest in and lend to SSP to maintain
their confidence.
Value created
Opportunity to generate attractive returns
on investment and sustainable long-term
profitable growth.
Communities,
NGOs and society
Why we engage
We play an important role in communities
where we operate, enabling us to act as a good
corporate citizen.
Value created
Job opportunities, charitable support and
food donations, and sustainability initiatives.
Governments
and regulators
Why we engage
We seek to be part of the debate that
shapes the regulatory environment in which
we operate.
Value created
Supporting local economies and contributing
our expertise to areas of policy development.
Find out more on page 55.
Find out more on page 58.
Find out more on page 61.
Find out more on page 56.
Find out more on page 59.
Find out more on page 62.
Find out more on page 57.
Find out more on page 60.
Find out more on page 63.
Joint venture (JV) partners
Why we engage
Good relationships with our JV partners
are key to enhance our operations, drive
performance and help grow our business.
Value created
By sharing the profit that we generate through
our joint operations.
Stakeholder engagement and
Section 172 Statement continued
Our stakeholder
groups at a glance
Corporate governance
Financial statements
Strategic report
Overview
54
SSP Group plc Annual Report 2024
Understanding customer needs and trends
allows us to provide the food and beverage
choices they want. Meanwhile, understanding
their views helps ensure we are delivering the
quality and service they expect.
Customers
Stakeholder engagement and
Section 172 Statement continued
Business engagement
We engage with and learn from our customers
in various ways, including:
• online reviews and customer care lines
providing direct feedback
• colleagues’ direct engagement and dialogue
with customers
• customer surveys, focus groups and online
communities
• global customer trend reports.
In 2024, we continued embedding our global
customer listening platform, Reputation, which
is now used across 15 markets and c.1,100 units.
The platform allows us to collect and respond
to real-time customer feedback to enhance our
products, brands and overall customer experience.
In partnership with an industry-leading provider,
we monitor global food and beverage trends and
innovations. In 2024, we received comprehensive
reports analysing how customer behaviour and
attitudes are evolving and how we should respond.
Board engagement
The Board receives regular updates on sales
performance, customer and market insights and
evolving trends from the Executive Directors and
Group Executive Committee. These updates help
the Board understand our customers and track
potential issues and opportunities. They also
received a detailed review and ‘teach in’ sessions
on Reputation scores and updates on the
Responsible Marketing Principles development
and rollout.
In addition, our Board Directors can experience
the customer journey first-hand during site and
market visits, including food tastings and trialling
new technology. For example, the Board visited
our units at Suvarnabhumi Airport during a visit
to Thailand, as well as units at Waterloo station
and Gatwick Airport in the UK.
Material issues raised in 2024
• Convenience, quality service and seamless
digital solutions.
• Quality products and value for money.
• Products and brands that enhance the
customer experience.
• Wellness, healthier food and dietary needs.
• Responsible marketing.
• Safety.
• Sustainability and environmental concerns.
Actions in 2024
Using insights from our 2023 global Food Travel
Insights Survey, we refreshed our Ritazza and
Upper Crust brands and developed a category
blueprint to enhance our food and beverage
propositions. In 2024, we also appointed category
specialists across essential areas including bars,
restaurants, and retail to collaborate across
markets, identify opportunities for elevating
customer experience, implement best practices
from category and travel sectors and enhance
local category expertise.
Recognising our ongoing responsibility for truthful,
transparent, ethical and legal communications to
our customers, we rolled out our new Responsible
Marketing Principles globally. We also continued
our ‘People and Planet Menu Framework’ global
rollout to help increase healthy and more
sustainable choices for customers.
Priorities for 2025
• Expand adoption of Reputation across our
remaining markets, leveraging the insights
gathered on food quality and service to
refine and elevate our international culinary
strategy, products, brands and overall
customer experience.
• Further integrate our customer insight tool,
Reputation, within market and function teams,
ensuring the customer insights consistently
guide and influence our decision-making.
• Continue to train colleagues on Responsible
Marketing Principles.
Stakeholder story
LISTENING TO OUR CUSTOMERS
THROUGH OUR GLOBAL
FEEDBACK TOOL
By accessing real time customer feedback,
we can better understand their perspective
and improve our offer, service and environment
to enhance the customer experience and
deliver on SSP’s purpose to be the best part
of the customer journey. Since 2021, SSP has
partnered with ‘Reputation’, an online platform
that aggregates customer reviews, and the star
ratings people write on Google and Tripadvisor,
across 15 markets, with more to be onboarded
in FY25.
SSP is a complex business with numerous
units across many brands on multiple sites.
Therefore, feedback is critical because
customer experiences can vary significantly.
The Reputation tool allows us to cut and analyse
the data to assess customer experience by
brand, unit, site or trend and theme. We can
then identify and rectify any issues our
customers are experiencing, allowing us to
correct these in the appropriate time frames.
The more feedback we have, the more we
can enhance our overall rating and improve
our reputation with customers and clients.
We currently average a score of 4.4 out of 5.0,
which is an increase from our score of 4.2 out
of 5.0 at the end of last year.
Corporate governance
Financial statements
Strategic report
Overview
55
SSP Group plc Annual Report 2024
Ensuring we have open engagement, where
we can listen and learn from our colleagues
and act on the insights they give us, is crucial
to developing our people strategy, nurturing
our culture and ensuring SSP is a great place
to work for everyone.
Colleagues
Stakeholder engagement and
Section 172 Statement continued
Business engagement
We engage with and listen to our people through
several channels:
• colleague Engagement Survey
• market and site visits by our Group Executive
Committee members to meet local colleagues
• group and regional town hall meetings and
listening sessions
• meetings with works councils, trade unions
and the European Works Council
• independently-managed Speak-Up channels
• colleague networks and communities, including
our Global Inclusion Council.
Our Colleague Engagement Survey is our
biggest listening exercise of the year, giving every
colleague the chance to share their opinions about
working for SSP and how we can improve. In 2024,
we conducted our second Global Colleague
Survey with survey provider, Gallup. 80% of our
colleagues completed the survey. Gallup measure
engagement using the ‘Q12 index’ which is a score
out of 5. We registered a score of 3.97.
Board engagement
Our designated Non-Executive Director for
workforce engagement (ENED), Judy Vezmar,
directly engages with a diverse spectrum of
colleagues around the business and provides
feedback to the Board to inform their
decision-making. In 2024, in addition to joining
works council meetings and regional townhalls,
Judy had six face-to-face listening sessions
with over 50 colleagues across three regions.
Read more on pages 100-101.
Other Board members met colleagues during site
and market visits. In 2024, this included a Board
visit to Thailand and to the UK business.
The Board receives regular safety reports and
detailed updates on workforce engagement,
including outcomes from the Colleague
Engagement Survey as well as yearly assessment
of our culture. The People Plan is presented
annually and the Board reviews a dashboard of
workforce-related matters twice a year along with
reports from our Speak-Up channels. Talent and
succession planning and DE&I discussions are also
held twice a year in the Nomination Committee.
Material issues raised in 2024
• Job opportunities, learning and development
and mobility.
• Job security, remuneration and benefits.
• Diversity, equity and inclusion.
• Health, safety and wellbeing.
• Cost of living.
• Sustainability, environmental and social impacts.
Actions in 2024
Drawing on the insights gathered from the 2024
global Colleague Engagement Survey, we identified
key areas for improvement and developed detailed
action plans in collaboration with our global senior
leadership teams. We cascaded the Colleague
Engagement Survey results at a regional, country,
site and team-level, with listening sessions
encouraging open discussions.
In the past 12 months, we implemented several
actions in response to our 2023 Colleague
Engagement Survey and ENED engagement
review. For example, we:
• strengthened our Measure, Listen, Act
programme
• continued developing our internal
communications platform VivaEngage
• developed learning opportunities with the
relaunch of our SSP Academy
• engaged colleagues on safety topics via
monthly campaigns and new training.
We also launched our Belong at SSP DE&I
strategy, updated our DE&I Policy and delivered
DE&I development workshops in five markets.
We increased our focus on engaging with
restaurant and store managers, bringing them
more prominently into our decision-making
process. In the USA, this meant including our
restaurant general managers in our Passion
Council Forum alongside operations directors.
Priorities for 2025
• Launch new global People Plan focused on
evolving our approach to leadership and talent.
• Continue to focus on initiatives to progress
our DE&I, safety, talent development and
engagement priorities.
• Conduct regionally tailored Pulse surveys
to measure engagement, in partnership
with Gallup.
• Continue our focus on supporting restaurant
and managers globally.
• Continue progressing our ENED engagement
plan throughout 2025.
Stakeholder story
CREATING A GLOBAL
INTERNAL COMMUNITY
THROUGH VIVAENGAGE
We continued to embed our internal social
media platform ‘Viva Engage’ by rolling out the
platform to our frontline colleagues. Colleagues
can access VivaEngage via desktop, web or
mobile device, allowing them to communicate,
collaborate and share knowledge, best practices
and learning from one another. It also allows
our senior leadership team to connect with
colleagues via comments, reactions and
resharing posts.
When the platform launched in May 2023,
all support function colleagues globally had
access to it. In 2024, we expanded access to
frontline colleagues in the UK, Ireland and the
Nordics. Doing so meant that team members
in units could access SSP news and updates
directly for the first time. We could also enable
two-way communication. This project has
improved collaboration and communication
with all colleagues, whether they are working
in our units or our support function offices
and is an important milestone in our journey to
digitise our colleague experience. We have seen
great engagement with VivaEngage and now
have over 15,000 active users and nearly
130 communities.
Corporate governance
Financial statements
Strategic report
Overview
56
SSP Group plc Annual Report 2024
We must understand the needs of those
who invest in and lend to SSP to maintain
their confidence and support. By fostering
strong relationships and maintaining open
lines of communication, investors and
lenders remain well-informed about our
performance, strategy and governance,
while enabling us to promptly respond
to any challenges or queries that arise.
Investors and lenders
Stakeholder engagement and
Section 172 Statement continued
Stakeholder story
OUR APPROACH
TO REMUNERATION
Recognising that SSP is in a different place
compared to when the Directors’ Remuneration
Policy was approved at the 2024 AGM, the
Remuneration Committee felt it was the right
time to consider returning to a performance-
based long-term incentive plan. Consequently,
Carolyn Bradley, Chair of the Committee, and our
Investor Relations team, engaged proactively
with a number of our top shareholders (covering
nearly 50% of our shareholder base) to review
potential plan structures and understand their
perspectives. The meetings were constructive,
discussing how we might align management
remuneration and shareholder interests and
experience. The vast majority of investors
were supportive of a change towards a more
performance-based plan, set with appropriately
stretching financial targets.
Following this engagement, the Committee is
proposing the reintroduction of a Performance
Share Award (PSA) to replace our current RSP.
The first award under the proposed plan will
be subject to EPS (50%), ROCE (25%) and TSR
(25%) performance conditions. These measures
were chosen based on alignment to the business
strategy and with consideration to the views
of our shareholders. More information can
be found on pages 126-155.
Business engagement
We engage with investors and lenders in various
ways, including:
• regular one-to-one, group calls, meetings
and presentations, led by the Group CEO
and Deputy Group CEO and CFO
• investor roadshows following preliminary
and interim results
• meetings with the Corporate Affairs
Director and Group Head of IR to attract
new investors and respond to questions
from existing investors
• regular meetings between the Group Treasurer
and credit rating agencies and banks to update
on performance and respond to queries
• engagement with investor ESG analysts
and rating agencies by the Corporate Affairs
Director, Chief People Officer and Group
Head of Sustainability.
Board engagement
Our Annual General Meeting gives the Board the
opportunity to present to attending shareholders
and answer their questions. Our Chair
participates in one-to-one meetings with
shareholders throughout the year. Our Board and
Chair also participate in investor meetings and
presentations, as required. For specific queries,
Board members join direct calls with investors.
This year, our Remuneration Committee Chair
led a remuneration consultation with our largest
shareholders regarding our long-term incentive
plans. The insights and feedback from this
process helped shape our final plan.
The Board, including our Chair and Remuneration
Committee Chair are consulted on relevant
issues including our sustainability policies
and contribute to feedback to proxy agencies
in advance of the AGM.
Our Board receives regular updates on shareholder
and lender activity from the relevant Directors,
members of the Group Executive Committee
and our brokers.
Material issues raised in 2024
• Ability to deliver full year EPS and cash
expectations.
• Performance of Continental Europe during
the year.
• Timing of returns on our recent capital
investment and infill M&A.
• Dynamics of cash generation, net debt
and leverage position.
Actions in 2024
We increased our level of engagement with
existing and potential investors in North America
and Europe through one-to-one meetings. And
we further engaged with investment analysts
to provide greater clarity on specific topics.
We increased the level of disclosure on key
profitability drivers, such as minority interests
and currency. We also gave additional income
statement guidance to improve investors’
understanding of the key drivers of our earnings
per share performance.
In 2024, we issued €240m of US Private Placement
Notes, strengthening our liquidity position and
regained a private Investment Grade rating from
DBRS, reflecting their assessment of our recovery
from Covid-19, with stronger business risk profile
and key financial metrics.
Priorities for 2025
• Continue proactive investor engagement,
meeting existing and potential investors and
showcasing our strengths and opportunities.
• Set appropriately clear and granular FY25
and medium-term expectations.
• Continue implementing our Sustainability
Strategy, policies and reporting to drive
improvements in ESG investor ratings
and benchmarks.
Corporate governance
Financial statements
Strategic report
Overview
57
SSP Group plc Annual Report 2024
Our business success depends on retaining
and winning new space in our clients’ travel
locations. By developing enduring
relationships and understanding our clients’
requirements, we can offer them tailored
solutions that drive revenue and ensure
we remain the operator of choice.
Clients
Stakeholder story
RENEWING OUR BUSINESS
WITH OSLO AIRPORT
Our partnership with Avinor in Norway has
endured for a quarter of a century, and we have
been operating at Oslo since before the new
airport opened in 1998. This year, we secured
a deal to renew our operations at Oslo Airport,
which welcomes more than half of all Norway’s
air passengers.
As part of the renewed contract, we will open
or refurbish 16 units, including internationally
recognised brands such as Starbucks and
O’Learys and several of our own well-known
food and beverage concepts such as Ritazza
and Barino, as well as outlets tailor-made for
Oslo Airport and inspired by the cuisine, history
and culture of the capital city. This includes
the upgraded coffee concept Parken, our new
wine bar Tigerstaden and Bjørn’s Backyard,
inspired by Oslo’s convivial backyard culture
and urban-style family life.
The refreshed portfolio has been carefully
selected in close coordination with Avinor
to helps us ensure that all travellers are
catered for and to improve the general
passenger experience.
Business engagement
We engage with clients in a variety of ways,
including:
• regular formal reviews and ongoing dialogue
as part of our day-to-day business
• tenders for new business, contract negotiations
and renewals
• client surveys
• industry conferences.
In 2024, we worked with a specialist agency to
conduct our Client Feedback Survey for the UK,
Ireland and the Netherlands. This provided a
holistic view of our clients’ loyalty and satisfaction
with SSP, how we are performing relative to our
competitors on key strategic priorities, and the
issues that are most important to our clients.
We also continued to step up our proactive
approach to engaging with our clients on
sustainability issues in 2024. For example, our
Heads of Sustainability for Group, UK&I and
APAC & EEME regions met with over 10 clients
in 6 markets.
We attended a number of industry events and
conferences, meeting with our clients and sharing
insights on sector trends and updates. In 2024,
this included the ACI Global Forum in the UAE,
the Australian Airport Retail & Commercial Forum
in Australia where our Group presented an update
on the latest customer trends, and the Airport
FAB conference in the USA.
Board engagement
The Board receives updates on client engagement
from the Executive Directors and Group Executive
Committee (including through the regular CEO
update). It is also regularly informed of Client
Feedback Surveys, business pipeline, including
any renewals, new wins or losses, and any client
or country specific issues or opportunities.
In addition, tenders of a certain size are reserved
for Board approval.
Board members met a number of our clients during
a market visit to Thailand. These meetings provide
an opportunity to discuss our strategic priorities.
Material issues raised in 2024
• Product quality, offer and menu range.
• Quality of management team and staff.
• Customer service, experience and satisfaction.
• Operational excellence, relationships and
working in partnership.
• Brand portfolio that delivers sustainable sales
and financial returns.
• Strong performance relative to competitors and
respective progress against strategic priorities.
• Product offer and customer experience
and satisfaction.
• Local presence, expertise and market
and customer insights.
• Sustainability and digital and innovation.
Actions in 2024
We continued to strengthen our client
relationships with our strong brand portfolio,
customer proposition and operational
performance.
In 2024, we achieved large contract wins and
renewals including Oslo Airport. We also started
working with over 20 new clients across the world,
including ones in new markets. For example, we
won contracts to start operating in New Zealand,
Bulgaria and Saudi Arabia.
Priorities for 2025
• Conduct additional client surveys.
• Continue to focus on our client relationships,
brand portfolio, customer insights and
operational performance to drive high retention
rates and to secure profitable new business.
• Ensure the continued delivery and progress
against our Sustainability Strategy and targets,
and collaborating with our clients to deliver
shared goals.
Stakeholder engagement and
Section 172 Statement continued
Corporate governance
Financial statements
Strategic report
Overview
58
SSP Group plc Annual Report 2024
We work with our JV partners to develop
businesses in regions where a partnership
is required, whether by regulation or
operating necessity.
Joint venture partners
Stakeholder story
A THREE-WAY PARTNERSHIP
TO CREATE A NEW LOUNGE
OFFER IN HK
We partnered with our Indian JV Travel Food
Services and Airport Dimensions, the global
specialists in creating airport lounges, to create
a new lounge at Hong Kong International Airport
(HKIA). The new lounge, called Kyra, is located
in the Central Concourse of the airport and
opened in the summer.
The joint venture brought together three
leading businesses, each with unique strengths
in crafting offers designed to enhance the
passengers’ experience. Our years of experience
in creating F&B offerings tailored to the travel
environment coupled with TFS’ and Airport
Dimensions’ skills in designing, developing and
operating lounges that cater for global travellers
helped us build a tailored lounge offer that will
enhance the customer experience at the airport.
HKIA continues to see a significant increase
in passengers, which made it the ideal location
to debut Kyra Lounge to meet ever-growing
market demand.
Stakeholder engagement and
Section 172 Statement continued
Business engagement
In North America and the APAC and EEME
markets, we frequently operate with joint venture
partners whose attributes include local knowledge,
access to brands and concepts, and relationships
with clients and government. These attributes
enable us to run the day-to-day business
operations more effectively as well as improving
our ability to win new business. Our JV partners
also contribute to the capital costs of expansion
in addition to taking a share of profitability.
Despite our lower equity stake, we treat our joint
venture businesses as wholly owned subsidiaries,
including them in regular trading and finance calls,
taking part in investment decisions and introducing
controls and risk frameworks.
We engage with JV partners in a variety of ways,
including:
• regular communication at Group and local
levels, including day-to-day contact to ensure
efficient operations
• regular trading and finance calls, and
engagement on controls and risk management
• trading and business reviews
• informal discussions, formal Board meetings
• training and business reviews, collaboration
to explore new business
• quarterly meetings with JV partners in the USA
• SSP-held conferences.
Board engagement
Our Board is kept informed of key developments
in JV partner relationships. For example, the
Board is updated on the status of major new
partners or extensions of existing arrangements.
They receive an overview of our partnerships
through updates from the relevant executive
team members.
The Board met with several JV partners during
its visit to Thailand, including partners from
India, Indonesia, Thailand and Philippines,
to better understand our partners’ drivers,
risks and opportunities.
Material issues raised in 2024
• Delivering brand standards, operational
excellence and a quality customer experience.
• Winning new business and renewals.
• Customer safety and food safety.
• Sustainability and environmental issues,
resource efficiency, including carbon, energy,
water and waste.
• Business ethics and corporate behaviour.
• Diversity, equity and inclusion.
Actions in 2024
We continued working with existing JV partners
in our markets across North America, EEME, Asia
Pacific and Europe to run day-to-day business
operations and win new business.
In 2024, we entered a new JV partnership with
Airport Dimensions and our existing JV partner,
TFS to offer travellers an exclusive lounge
destination at Hong Kong International Airport
and with Buhindi and Tasheel in Saudi Arabia.
We continued our strong, regular engagement
at all levels with our largest JV business, Travel
Food Services (TFS), in India, in partnership with
K Hospitality. In the USA, we conducted quarterly
meetings with JV partners, with engagement at
our annual USA Passion Conference to network,
develop relationships and set out joint priorities.
We also continued to develop JV partnerships
through our participation in the Federal Aviation
Administration’s Airport Concession Disadvantage
Business Enterprise Program (ACDBE), with
engagement at the Airport Minority Advisory
Council’s Airport Business Diversity Conference.
Priorities for 2025
• Develop existing JV relationships and work
with partners to drive returns and efficiencies.
• Explore opportunities for new collaborations,
particularly where such partnerships facilitate
entry into a new market.
Corporate governance
Financial statements
Strategic report
Overview
59
SSP Group plc Annual Report 2024
We maintain close relationships with
our partners to optimise the brand offer
for our clients and customers and to ensure
alignment with quality, performance and
sustainability standards. We work closely
to enable these brands, products and supply
chains to be introduced to the demands
of the food travel sector.
Brand partners
Stakeholder story
EXPANDING OUR PARTNERSHIP
WITH PRET A MANGER
In 2024, our partnership with fresh food and
organic coffee chain, Pret A Manger, continued
to develop, building on our near 10-year
partnership.
In addition to existing markets in which
we operate Pret A Manger, including France,
Belgium, Germany & Switzerland, we opened
six Pret A Manger units in Greece, a new market
for the brand. Our new locations include two
units in Athens Airport, as well as Kos, Mykonos,
Thessaloniki and Zakynthos.
We have worked closely with Pret A Manger’s
team on range localisation, tailored to the Greek
market, including a selection of Greek salads
and pastries, grab ‘n’ go pots (including feta
cheese with olive oil and oregano, tzatziki with
olive oil) complementing the core Pret A Manger
brand proposition.
As part of our recent contract wins in Saudi
Arabia, we will be opening five Pret A Manger
units across Jeddah and Riyadh Airports from
late 2024, which will represent the brand’s
first travel locations in this market.
Stakeholder engagement and
Section 172 Statement continued
Business engagement
We engage with brand partners in a variety
of ways, including:
• regular engagement with local brand partners
by local Business Development teams
• relationship management by the Group Brand
Portfolio team with international brand partners
such as Starbucks and Burger King
• regular engagement with international brands
on local contracts, upcoming tenders, potential
brand strategies, sustainability and digital
innovation led by Group Brand Portfolio team
• review and ongoing engagement on brand
partners’ evolving brand requirements
• Group level engagement on ESG.
Board engagement
Our Board is kept informed of key developments
in brand partner relationships. For example,
it is updated on the status of major new partners
or extensions of existing arrangements.
It receives an overview of our partnerships
through updates from the relevant executive
team members.
Our Board met with brand partners during its
strategy meeting in July, to better understand
their drivers, risks and opportunities, how they
view their partnership with SSP and how we can
work together to deliver improved service and
financial outcomes.
Material issues raised in 2024
• Delivering brand standards and a high-quality
customer experience through operational
excellence and digital innovations.
• Renewing existing business and securing
new locations.
• Customer safety/food safety.
• Sustainability, environmental issues
and resource efficiency.
• Business ethics/corporate behaviour.
• Diversity, equity and inclusion.
Actions in 2024
We established several new brand partnerships,
including Bo&Mie in France and Eric Kayser and
Pizza Express in Saudi Arabia. Meanwhile, we also
expanded our relationship with existing partners,
including Jamie Oliver in Malaysia, Popeyes in
Spain and Yo Sushi in Italy.
We also worked closely with our partner
Starbucks in the EMEA region to manage the
impact of protests and cost-of-living crisis.
We enhanced our collaboration with Pret A Manger
to support our outlet’s commercial performance
and supported the brand’s entry into Greece.
We also continued to engage with brand partners
on ESG topics. This year, we participated in two
workshops with Starbucks EMEA on sustainability
KPI tracking and ESG regulation. We also joined
an introductory meeting with Pret A Manger’s
new Head of Sustainability and two strategic
discussions with Jamie Oliver’s sustainability team.
We have increased our focus on digital, working
in close collaboration with our brand partners
to share best practice and implement innovative
technologies to enhance the customer
experience. We also implemented AI-powered
smart recommendation digital ordering kiosks.
Priorities for 2025
• Continue providing a consistent operational
delivery of brand standards.
• Continue to deliver high levels of contract
retention and new business for profitable
brand partners.
• Renew our franchise agreements with
profitable brand partners and securing new
relationships with tender winning brands.
• Continue to engage and collaborate with
key brand partners on shared sustainability
goals and ESG regulation compliance.
Corporate governance
Financial statements
Strategic report
Overview
60
SSP Group plc Annual Report 2024
Maintaining good supplier relationships with
open, ongoing dialogue is essential to ensure
an efficient and secure supply chain and to
understand customer trends.
Suppliers
Stakeholder story
ENGAGING OUR GLOBAL
PURCHASING LEADERS
Each year, we convene purchasing leaders from
across our global business to learn, engage, and
review strategic priorities.
This year, our event in Brussels, Belgium,
featured an intensive three-day agenda of
strategic brainstorming, best practice sharing,
and workshops on key priorities such as
managing inflation and developing value
creation plans.
Key experts led sessions on emerging
issues, including the role of AI in supply chain
management and new ESG regulations, such
as the EU’s Corporate Sustainability Due
Diligence Directive.
We also engaged with two major suppliers,
visiting their facilities to learn about their
sustainability initiatives. These included
efforts to reduce water and energy use and
innovations in sustainable packaging.
This event proved invaluable in enhancing our
purchasing teams’ knowledge and capabilities,
staying ahead of industry trends and
regulations, and setting the strategic direction
for 2025 and beyond.
Stakeholder engagement and
Section 172 Statement continued
Business engagement
We engage with our suppliers in a variety of ways,
including:
• regular formal and informal meetings, calls
and correspondence during tenders, contract
negotiations, onboarding and ongoing activities
• site visits and quality and performance reviews
• SSP-held supplier and leadership conferences.
We also continued our ethical trade programme,
engaging contracted suppliers to sign up to our
Supplier Code of Conduct, or to demonstrate their
own of equal or better standard, while conducting
our supplier human rights due diligence process.
This process includes risk assessments, reviews
and audits via the Supplier Ethical Data Exchange
(Sedex), a platform for storing, analysing, sharing
and reporting on ethical supply chain practices.
We also discuss the outcomes of ethical trade
audits with suppliers and monitor completed
or corrective actions for any issues identified.
Fond out more about our supply chain due diligence
on pages 48-49 of our 2024 Sustainability Report.
Board engagement
Our Board receives updates on suppliers from
the Executive Directors and Group Executive
Committee, including periodic updates on supply
chain risks and mitigations, including the impact
of any inflationary pressures.
In 2024, the Board approved the revised
Environment, Sourcing and Farm Animal Welfare
policy review and reviewed our approach to
managing modern slavery in our business
operations and supply chains as part of approval
of our annual Modern Slavery Statement.
The Board received updates on our approach
to third party risk management and proposals
to enhance supplier due diligence.
Material issues raised in 2024
• Pricing and inflationary pressures.
• Product quality and food safety.
• Logistics and supply chain disruption/product
availability.
• Sustainable ingredients.
• Plastic reduction in packaging.
• Animal welfare.
• Deforestation.
• Climate change/carbon emissions.
• Human rights, modern slavery and labour
practices.
Actions in 2024
In 2024, we updated our Environment, Sourcing,
and Farm Animal Welfare Policy to reflect our new
target for 100% of eggs for our franchise brands
to be from cage-free sources by 2030.
We continued to engage our contracted suppliers
to sign-up to our Supplier Code of Conduct or
demonstrate their own equal or better standard.
By the end of 2024, 76% of our contracted suppliers
had signed-up. We also further progressed our
human rights due diligence reviews for high-risk
contracted suppliers, including self-assessments
and on-site audits. By the end of 2024, the reviews
were completed on 66% of our high-risk suppliers.
As part of our preparations for the upcoming EU
Deforestation Regulation, our purchasing teams
in EU markets conducted engagement with
relevant suppliers to assess readiness for meeting
the due diligence requirements.
In addition, our Chief Procurement Officer,
along with local procurement teams, continued
to monitor the management and mitigation of
our response to supply chain pressures to ensure
disruption is kept to a minimum and prepare for
new legislations, including the EU’s Corporate
Sustainability Due Diligence Directive.
Priorities for 2025
• Continue to engage contracted suppliers
to sign-up to our Supplier Code of Conduct
and conduct due diligence reviews on
high-risk suppliers.
• Progress our engagement with suppliers to
support the delivery of our sustainability goals
and prepare for due diligence regulations.
• Continue to manage our inflation targets
and maximise product availability.
Corporate governance
Financial statements
Strategic report
Overview
61
SSP Group plc Annual Report 2024
We play an important role in the communities
where we operate and where many of our
colleagues and customers are based. Engaging
with and supporting these communities, as
well as NGOs, on key societal issues is integral
to being a responsible corporate citizen.
Communities,
NGOs and society
Stakeholder story
PARTNERING WITH
SLAVE-FREE ALLIANCE
Respect for human rights is fundamental
to our business and the communities we serve.
We are committed to upholding and protecting
these rights throughout our global operations
and supply chain.
To reinforce this commitment, in 2024 we
proudly became members of Slave-Free Alliance
(SFA), a global social enterprise dedicated to
eradicating modern slavery.
Addressing human rights issues requires
collective action. Through our membership, we
benefit from SFA’s specialist resources, support,
and growing network of like-minded companies.
This partnership represents a significant step
toward further safeguarding our operations and
supply chain from modern slavery and labour
exploitation and ensuring ethical practices
across our global operations. Our work with SFA
began with a gap analysis of our management
of human rights and labour exploitation issues.
Over the coming years, SFA will support us
in implementing the recommendations from
this analysis, helping us strengthen our
approach further.
Stakeholder engagement and
Section 172 Statement continued
Business engagement
We work with charities around the world, supporting
them through a combination of fundraising,
volunteering, cause-related marketing, financial
and food donations. As a food business, working
to alleviate food poverty in our local communities
is central to our approach. The SSP Foundation,
a UK-registered charity, provides yearly grants to
support projects tackling this crucial societal issue.
We also proactively engage with NGOs on
key issues, such as healthy sustainable diets,
animal welfare and human rights, to help ensure
our practices align with societal expectations
and to support us in meeting our commitments
and targets.
Find out more about how we support our communities
on pages 50-51 of our 2024 Sustainability Report.
Board engagement
Our Board is informed of key community and
NGO issues, and how we’re responding, through
updates from Group functions and Regional CEOs.
Our Group CEO is responsible for overseeing
our Community Engagement Policy and keeping
the Board advised on compliance.
Our Board is also informed of the SSP Foundation
work and grants. Several of our Board members
attended our annual SSP Foundation charity gala,
which raised c.£260,000 to fund projects to help
those experiencing food poverty in the UK.
Material issues raised in 2024
• Food poverty and food waste.
• Community support and charitable giving.
• Human rights and modern slavery.
• Healthy and sustainable diets.
• Animal welfare.
• Biodiversity loss and deforestation.
Actions in 2024
In 2024, we supported over 160 organisations
and projects to help alleviate food poverty and
address other local causes across 23 markets.
This included partnerships with food poverty
charities, like Action Against Hunger in France,
FareShare and Trussell in the UK, and Meals
on Wheels in the USA. In total, we contributed
£1.15 million to community programmes in 2024
through direct donations, indirect fundraising
and in-kind donations, such as of surplus food.
We continued our engagement with key NGOs
in 2024. This including meeting with Compassion
in World Farming, to discuss progress in aligning
with the Better Chicken Commitment and
Business Benchmark for Farm Animal Welfare
(BBFAW) standards. We also engaged with the
Food Foundation in the UK about sustainable
diets and, through our membership of the Future
Food Movement, connected with stakeholders
from the food and drink industry on key
sustainability topics for our sector.
Many of our local businesses partner and engage
with not-for-profit organisations, such as in
Norway where our business has been a member
of the UN Global Compact since 2021.
Priorities for 2025
• Continue our ongoing work with food poverty
charities across our regions, including
establishing new partnerships and projects
to support our local communities.
• Continue engaging with key NGOs on issues
such as animal welfare to support us in meeting
our commitments and raising standards across
our supply chain.
• Act on the recommendations from Slave-Free
Alliance gap analysis.
Corporate governance
Financial statements
Strategic report
Overview
62
SSP Group plc Annual Report 2024
We seek to be part of the debate that
shapes the regulatory environment in which
we operate. We contribute our experience
and expertise to relevant areas of policy
development and seek to support national
strategies and objectives, where appropriate.
Governments
and regulators
Stakeholder story
PREPARING FOR NEW AND
EMERGING ESG REGULATION
With increasing ESG regulations being enacted
around the world, we are proactively building
robust controls and capabilities to help ensure
we remain agile and able to meet current and
future obligations across the Group.
These include regulations that will impact our
global business at Group-level, such as the EU
Corporate Sustainability Reporting Directive
(CSRD), the EU Corporate Sustainability Due
Diligence Directive (CSDDD) and the proposed
UK Sustainability Reporting Standards. Further
regulations like the EU Deforestation Regulation
(EUDR) will impact multiple subsidiaries in the
EU. As part of our CSRD preparations, we are
currently undergoing a double materiality
assessment. Also, to prepare for EUDR, our
purchasing teams in the EU are engaging with
relevant suppliers and putting processes in
place to meet the due diligence requirements.
In addition, we partnered with a specialist
consultancy in 2024 to conduct regular ESG
regulatory horizon scanning. This will help
provide an ‘early warning’ system to better
integrate preparations into our strategic
plans and processes.
Stakeholder engagement and
Section 172 Statement continued
Business engagement
In line with regulatory requirements, we comply
with statutory reporting and data submission
requirements, such as our gender pay gap report,
payment reporting, modern slavery statement
and regular safety reporting. Where relevant,
we also participate in consultations, submissions
and government reviews. Many of our clients
around the world are government bodies and we
continue to proactively engage with them as part
of client engagement activities and participate
in our clients’ governmental programmes,
where relevant.
Board engagement
Our Board receives updates from the General
Counsel and other specialists including external
advisors on government and regulatory activities
and corporate governance updates. In 2024, this
included updated guidance on the new UK listing
regime, revised Corporate Governance Code and
ESG legislation and a review and approval of the
Group Tax Strategy.
This year, the General Counsel also updated our
Board on the progress of the ORR Market Study
into station catering.
Material issues raised in 2024
• Extent of competition in station catering.
• Business ethics and corporate behaviour.
• Human rights and modern slavery.
• Food safety and allergens.
• Labour market and skills shortages.
• Healthy lifestyle and dietary needs.
• Climate-related risks and opportunities.
• Biodiversity loss and deforestation.
• Plastics and sustainable packaging.
• Tax risk management and reporting.
Actions in 2024
This year, we participated in the ORR Market
Study on station catering in the UK, submitting a
response to the public consultation and otherwise
participated fully in the ORR’s review. We had
positive engagement and open dialogue with the
ORR throughout the process, organising visits to
our outlets to better inform them on the market
dynamics of the sector.
We conducted the annual review and approval
of our Group Tax Strategy.
In addition, we are also preparing for a growing
number of more stringent ESG regulations being
enacted around the world (see case study). To help
ensure we continue to meet our Group obligations,
we have evolved our existing Climate Risk Steering
Committee into a new Non-Financial Reporting
Steering Committee, to help monitor and respond
to the growing number of non-financial reporting
regulations and standards.
Priorities for 2025
• Continue to participate in, and support,
government-led roundtables and programmes,
where relevant.
• Ongoing monitoring of emerging regulation,
proposals and recommendations that could
impact our business and the food sector
in general.
• Update political donations register process
and implement a tech system to track these.
Corporate governance
Financial statements
Strategic report
Overview
63
SSP Group plc Annual Report 2024
Our net-zero transition and climate risk management
Climate change and the
transition to net zero
present a fundamental
challenge and strategic
priority for our business
and wider stakeholders.
We remain committed to
reducing our climate impact
while proactively building
our resilience to evolving
climate-related risks
and opportunities.
This approach supports our broader business
strategy and is integral to delivering sustained
long-term value for our stakeholders.
Reducing our climate impact is a key commitment
in our Group Sustainability Strategy and is
supported by two interrelated pillars:
• Our forward-looking net-zero transition plan,
outlining our pathway to reach net-zero GHG
emissions across our value chain by 2040,
from a 2019 base year.
• Our climate-risk management strategy to
identify, assess and manage climate-related
risks and opportunities, ensuring that we remain
resilient under various climate scenarios.
We are committed to providing clear, consistent and
comparable ESG and climate-related information
using internationally recognised frameworks,
including the Greenhouse Gas Protocol, the Science
Based Targets initiative (SBTi) Net Zero Standard
and the Task Force on Climate-related Financial
Disclosures (TCFD) framework.
Find our TCFD statement and approach to climate risk
in accordance with UK Listing Rule 6.6.6.R(8)
on pages 66-69.
Our net-zero transition plan
Our near-term (2032) and long-term (2040)
net-zero targets were validated by the SBTi in
August 2023. SBTi-approved targets are those
that meet the SBTi Net-Zero Standard, which
ensures the targets are credible, transparent
and consistent.
Our net-zero transition plan outlines our pathway
to achieve these targets, developed with the help
of external experts. The plan includes projected
emissions reductions that we aim to achieve
through key actions while also considering
increases due to business growth.
The first phase of our transition plan to 2032
focuses on actions we can control more directly.
This includes improving operational efficiencies
to reduce our direct emissions (Scope 1 and 2) and
adapting our own brand recipes and menu offerings
to reduce Scope 3 food-related emissions.
From 2032 to 2040, the second phase of our
plan will leverage the broader changes we expect
to see in global food systems and the travel
sector. For example, scaling up of regenerative
agriculture practices and developments in
innovative and consumer-acceptable alternatives
to animal proteins.
In light of the SBTi’s new Forest, Land and
Agriculture (FLAG) sector standard, we are in the
process of accounting for FLAG-related emissions
reductions and removals in our net-zero targets
and transition plan. We are also recalculating our
2019 base year to account for business acquisitions
in Australia, Canada and the USA. We plan to
submit the revised base year, transition plan and
targets to the SBTi for validation in early 2025.
Read the full details of our net-zero transition and progress
on pages 32-35 of our 2024 Sustainability Report.
Corporate governance
Financial statements
Strategic report
Overview
64
SSP Group plc Annual Report 2024
Our net-zero transition and climate risk management continued
Reducing operational emissions
We are making steady progress against our
near-term target to reduce absolute Scope 1 and 2
GHG emissions by 60% by 2032, from a 2019
base year.
By the end of 2024, our Scope 1 and 2 emissions
intensity (per £ million revenue) reduced by 25%
from 2019, while absolute emissions reduced
by 5%. Compared to 2023, absolute emissions
increased by 45%. This was primarily driven by
improvements in data quality and completeness
and by business growth, including the integration
of our acquisitions and commencing trading in
three new markets in 2024.
Scope 1 represents just 1% of our 2019 baseline.
While we’ve seen an overall increase in Scope 1
emissions compared to 2023, these were mainly
driven by data improvements. Vehicle emissions
have decreased by 12% thanks to our ongoing
transition away from petrol and diesel vehicles.
In 2024, 23% of our small fleet of c.400 vehicles
were hybrid, electric or powered with biofuels,
a 6% improvement from 2023.
To reduce Scope 2 emissions, which account
for 12% of our 2019 baseline, we are optimising
the design, equipment and operation of our units
for better energy efficiency. Investments in
building management systems and cloud-based
energy meters – known as automated meter
readers (AMRs) – are providing greater visibility
and control over consumption data and patterns,
driving informed data-driven decisions to
enhance energy performance. By the end of 2024,
over 500 AMRs were in use across six markets.
Overall, we saw a 6% reduction in electricity
consumption from 2019 and 1% reduction from
2023. Scope 2 location-based emissions have
reduced by 21% from 2019, and market-based
dropped by 23%.
Renewable energy is also crucial to our net
zero plan but, with most of our energy supplied
indirectly through our clients and landlords, we
depend on their renewable transitions. In 2024,
renewables made up 19% of our energy use globally.
Reducing value chain emissions
Nearly 90% of our 2019 footprint relates to
Scope 3 emissions in our value chain. Reducing
these emissions is a challenging undertaking.
From 2019, we have seen a 33% increase across
all Scope 3 emissions categories driven by
business growth, including our new acquisitions,
as well as improvements in data quality and
increases in emissions factors.
The best lever we have for reducing food-related
emissions for our own brands is by adapting our
recipes and menu offerings. This includes increasing
our range of meat-free options – by the end of
2024, 35% of meals offered by our own brands
were plant-based or vegetarian.
To support this, we have partnered with
Klimato in two markets – a platform to calculate,
communicate and reduce the climate impact of
food using a data-driven, science-based approach.
See the case study on page 28.
We also continue to work with suppliers
to explore novel proteins and lower-impact
products, such as beef from ex-dairy cows, and
to source more sustainable ingredients to drive
emissions reductions. By the end of 2024, 80%
of hot beverages for our own brands were from
sources certified by an independent sustainability
standard, such as Rainforest Alliance.
For our franchises, we support and benefit from
our brand partners’ efforts to reduce supply chain
emissions and to adapt their menu offerings to
include more sustainable choices.
Our initiatives to minimise food waste globally
also help reduce Scope 3 emissions. Our priority
is to prevent food waste from occurring in the
first place. This principle is embedded across
our operations, including smart ordering, efficient
inventory management, thoughtful recipe design,
optimised production practices and portion control.
We focus on redistributing edible surplus
food through food-saving apps, and donations
to charities and local communities. In 2024,
c.1,500 tonnes of food waste was diverted from
landfill through our redistribution, recycling and
composting schemes.
Find our GHG and sustainability data performance
charts and tables on pages 33, 70 and 71.
Scope 1, 2 and 3 GHG emissions explained
Scope 1, 2 and 3 are a way of categorising GHG
emissions across an organisation’s value chain:
• Scope 1 relates to direct emissions from
fuel burnt on-site (natural gas), fluorinated
gases (F-gases), CO2 and N2O gases, and
company vehicles.
• Scope 2 relates to indirect emissions
from the generation of purchased energy.
• Scope 3 relates to all indirect emissions
– not included in Scope 2 – that occur across
the value chain, including upstream supply
chain and downstream end use.
Strategy in action
SUSTAINABLE UNIT DESIGN
AND BUILD
In 2024, we trialled new Sustainable Build
Standards across five markets to better
measure and assess the circularity and
sustainability of our projects.
Helping to address both Scope 2 operational
and Scope 3 capital goods emissions, the
standards cover a range of criteria, including
materials sourcing, resource efficiency and
waste management. They are supported by
a practical tool for assessing sustainability at
the design stage and identifying opportunities
for improvement.
In 2025, we plan to further align these standards
with relevant brand partner standards and
integrate them into our governance process
as a consideration in reviewing and approving
build projects.
Corporate governance
Financial statements
Strategic report
Overview
65
SSP Group plc Annual Report 2024
Our net-zero transition and climate risk management continued
Task Force on Climate-related Financial
Disclosures (TCFD) statement
We have updated our governance, strategy, risk
management, metrics and targets to align with
TCFD recommendations to strengthen our climate
resilience. We have considered Section C Guidance
for All Sectors and Section E Supplemental
Guidance for Non-Financial Groups of the TCFD
Annex in developing this disclosure, recognising
that the process is still ongoing.
Now in our third year of reporting on climate
risks and opportunities, we continue to review our
approach to ensure it remains robust. We recognise
this is an evolving area, both in terms of the climate
science and new standards and regulations, and
are working to prepare for and incorporate these
developments into our approach.
Compliance Statement
Our disclosure is fully consistent with the
TCFD recommendations, apart from Metrics and
Targets (a), where we have partial alignment. We
are working towards full alignment, where possible,
in our next reporting cycle. For Governance see
page 66, Strategy see page 67, Risk Management
see page 68 and Metrics and Targets see page 70.
Find our TCFD index in our Sustainability Data Book.
How we govern climate risk
We have a well-established sustainability
governance framework in place to oversee our
Sustainability Strategy and performance, and
ESG and climate risk management.
Board oversight
Our Board were actively involved in developing
our Sustainability Strategy and targets in 2021,
including our net-zero ambition. They are
responsible for overseeing and reviewing our
Group Sustainability Strategy, targets and
Management responsibility
Our approach to climate-risk management is
embedded across each business function at both
the Group and regional levels, and is integrated
into our financial and business planning process.
The Group CEO holds overall responsibility for
delivering our Sustainability Strategy. Meanwhile,
our Corporate Affairs Director and Group Head of
Sustainability lead and coordinate its management
and delivery across the Group.
Our Deputy Group CEO and CFO oversees all risk
management processes, including those related
to climate. In addition, members of the Group
Executive Committee are responsible for
managing specific ESG-related risks and issues
and are accountable for delivery in their relevant
functions or regions.
The Board, Audit Committee, Group Executive
Committee (chaired by the Group CEO), and Risk
Committee (chaired by the Deputy Group CEO
and CFO) oversee sustainability and climate-
related matters. These bodies receive regular
updates and are actively involved in challenging
and assessing our response, management and
progress in addressing these issues.
Established in 2023, our Climate Risk Steering
Committee helps ensure that our climate-risk
management is integrated into our business
strategy, decision-making processes and financial
planning. It also oversees our alignment with TCFD
recommendations. The committee, chaired by our
Group Head of Financial Reporting, comprises
senior leaders from central functions.
In 2024, the committee expanded its
responsibility to cover all non-financial reporting
requirements, responding to evolving regulations
such as CSRD, the International Sustainability
performance at least twice a year, monitoring and
challenging our approach, while considering the
impacts of climate-related risks and opportunities.
In 2024, our first strategic sustainability update
provided a comprehensive assessment of the
external sustainability landscape. It highlighted
emerging risks, opportunities and upcoming
ESG-related regulations, such as the EU
Deforestation Regulation (EUDR) and Corporate
Sustainability Reporting Directive (CSRD).
The second update focused on our progress
against our commitments and targets, including
net-zero, while outlining our strategic plans for
the next two years. In addition, regional reviews
for the Board offered valuable insights into
sustainability progress across different markets.
To further embed climate-risk management into
our business, we have integrated climate-related
risks and opportunities into our strategy reviews,
medium-term planning, risk management and
budgeting processes. These processes are
regularly reviewed and approved by both
management and the Board.
In 2024, the Board also reviewed consolidated
medium-term plans for each region and
established business-wide strategic priorities
during a strategy day in July. In addition, the Audit
Committee evaluated our TCFD process, draft
disclosures and the Group Risk Register, including
the sustainability-related Principal Risk (outlined
on page 82), covering its impact, likelihood, and
mitigating actions.
We anticipate this structured approach will
continue in coming years.
Standard Board’s IFRS Sustainability Disclosure
Standards, and anticipated UK equivalents.
As a result, the committee was renamed the
Non-Financial Reporting Steering Committee.
The Group Sustainability Steering Committee,
established in 2022, is responsible for developing
functional programmes and supporting and
coordinating the delivery of the Sustainability
Strategy and targets across the business.
Chaired by the Group Head of Sustainability, the
committee meets quarterly and includes leaders
from central functions. The Group Sustainability
team also works closely with sustainability leads
in our regions and markets to develop action plans
and initiatives.
Two regional Heads of Sustainability for our
UK&I and APAC and EEME regions coordinate
strategic implementation across these diverse
geographies. In our Continental Europe and
North America regions, sustainability leads
are integrated into purchasing, culinary and
commercial roles. This approach helps ensure
a balance of specialist sustainability knowledge
and clear operational responsibilities.
Our business planning process involves all
regional and country CFO and finance directors,
who must consider the impact of climate-related
risks, opportunities and broader sustainability
commitments on their medium-term planning and
budgets. During the budgeting process, we gather
detailed data on investments into value creation
plans, including those linked to climate-related
risks and opportunities. Executive sponsors of
these plans track progress to ensure that the
allocated benefits are delivered. See the case
study on page 68 for further details.
Corporate governance
Financial statements
Strategic report
Overview
66
SSP Group plc Annual Report 2024
Climate scenarios: Expected upper and lower range of climate impacts and associated physical and transition risks
Net-zero scenario
Greater transitional risks
Climate inaction scenario
Greater physical risks
Global warming is limited to below 2°C above pre-industrial levels
(ideally 1.5°C).
Underpinned by a range of external scenario data, including:
• NGFS Net Zero 2050 scenario
• RCP1.9 and RCP2.6
• IEA Energy Technology Perspective Beyond 2°C Scenario
• CCC UK 6th Carbon Budget
Global temperatures rise by 3.5-4.5°C, with no climate change mitigation.
Underpinned by a range of external scenario data, including:
• NGFS Current Policies Scenario
• RCP8.5
• IEA Energy Technology Perspective Reference Technology Scenario
Our strategic approach to climate risk
We identify, assess, manage and review our
climate-related risks and opportunities as part
of our climate-risk management strategy. These
risks and opportunities, as well as our strategic
responses to each, are detailed on page 67.
Identifying and assessing risks and opportunities
In 2022, we worked with a specialist consultancy
to identify, quantify and prioritise our climate-
related risks and opportunities. We aimed to
define the risks that are most material based
on potential business impact, likelihood and
velocity. In consultation with senior leadership
teams, the Group Executive Committee and
the Risk and Audit Committees ratified these
risks and opportunities and subjected them
to a comprehensive scenario analysis to
understand materiality.
The material risks assessed include both transition
and physical risks that could have a significant
impact on our operations, strategy and financial
planning. Additionally, we identified key
opportunities that, if successfully realised, could
positively enhance our financial performance.
We commissioned analyses of each risk and
opportunity under two potential climate scenarios:
a net-zero pathway and a climate inaction scenario.
We aimed to understand and quantify the potential
financial impact across short-term (2025),
medium-term (2030) and long-term (2040) time
horizons. These time horizons are aligned with
our sustainability and net-zero targets.
The analysis drew upon internal and external
data sources, such as emerging regulatory
requirements related to climate, carbon pricing
projections, customer trends, potential future
surcharges on use of single-use plastics, business
growth forecasts and GHG emissions data across
Scopes 1, 2 and 3. For each risk and opportunity,
we assessed the potential level of impact if the
risk or opportunity is realised and the likelihood
of it occurring under each of the climate scenarios
and time horizons.
Assessing potential future implications
of climate risks
Our scenario analysis revealed that transition
risks are generally more material in the short-term,
while physical risks become more material in the
medium and long-term.
Under the net-zero scenario, the most material
transition risks we identified include:
• Increased energy and supply chain cost due
to rising carbon prices.
• Potential revenue reduction due to shifts
in travel trends, particularly in the UK and EU
markets, where passenger growth may slow.
• Reputational risk if we fail to meet our climate
commitments, as clients and stakeholders
increasingly expect strong climate action.
The opportunity to influence customer
preferences is more prominent under a net-zero
scenario, especially as our brand partners
accelerate their transition plans. Currently this
analysis only considers our own brands, suggesting
the potential for even greater opportunity if we
include partner brands.
In a climate inaction scenario, physical risks
become more material over the long term,
although some transition risks remain present:
• Physical risks could intensify, leading to reduced
crop yields and limited availability of crucial raw
materials such as wheat, coffee, tea, pulp and
potatoes. This would likely result in increased
purchasing costs.
• Reputational risk could still be significant even
under a climate inaction scenario, as expectations
around climate responsibility persist, especially
with many of our clients and partners having
already made climate commitments.
This analysis indicates that the transition to a
net-zero scenario presents greater financial risks
to our business resilience in the short to medium
term. However, we remain fully committed to our
net-zero target and recognise that preparing
for a higher-risk scenario is aligned with our
long-term strategic goals.
Our strategic responses to these risks
(see the table on page 69) highlight our approach
to mitigating the most material climate-related
risks and capitalise on the opportunities. This
reinforces our confidence that our strategy will
remain resilient, enabling us to consistently meet
our targets. However, given the unpredictable
nature of climate change, we recognise that this
modelling always carries an element of
unforeseen risk.
Our net-zero transition and climate risk management continued
Corporate governance
Financial statements
Strategic report
Overview
67
SSP Group plc Annual Report 2024
Our net-zero transition and climate risk management continued
Managing these risks and opportunities
We have integrated our material climate-related
risks and opportunities into our broader risk
management process. These are integrated into
our Principal Risks (see pages 79-84) and follow
the same review and approval process as all other
company risks. For example, Risk 5, which concerns
the reduced availability of climate-sensitive raw
materials due to extreme weather events and
chronic risks, is integrated into Principal Risk 8,
which addresses broader supply chain disruptions
(see page 82).
In 2024, we updated our Risk Management
Framework and conducted a comprehensive
review of all Principal Risks. This review did not
result in significant changes to our disclosed
sustainability risks.
At a local level, we delegate local risk
identification and management to our regional
teams. Each region has a dedicated risk
committee, chaired by the Regional CEO and
attended by the executive team, which meets
quarterly. Our regional risk registers provide
enhanced visibility and oversight of key risks,
helping to identify emerging risks and inform
Group-wide Principal Risks.
This approach enables us to maintain strong
focus on risk exposures and drive action to
mitigate, transfer, accept and/or control key risks.
It ensures our budgets account for operational
or regional risks and opportunities through
our existing business planning process.
Learn more about our risk management and
Principal Risks on pages 72-84 and about the impact
of climate-related risk considerations on our financial
statements on page 181.
Reviewing our risks and progress
We routinely review our climate-related risks and
opportunities to ensure they remain up to date.
In 2024, our Non-Financial Reporting Steering
Committee reviewed our existing material risks
and opportunities to consider any changes needed
in light of external factors, internal mitigation
efforts and any financial or regional risks identified
through our business planning process.
The Audit Committee also reviewed our climate-
related risks as part of its role in approving the
company’s accounts.
Given the evolving nature of sustainability
legislation and non-financial reporting
requirements, the committee concluded that
any further changes to our risks, opportunities
or processes should be aligned with upcoming
legislative timeframes.
To support this, we have begun work on a
double materiality assessment which considers
sustainability risks, impacts and opportunities
that are material to the business from a financial
standpoint, as well as those issues that are
material from an environmental or impact
perspective. This assessment will not only help
prepare us for future reporting requirements
but is also key to informing our strategy and
supporting us in prioritising efforts in an
ever-widening ESG landscape.
Strategy in action
Strategy in action
TRANSITIONING TO
SUSTAINABLE PACKAGING
Transitioning to sustainable packaging is a
key commitment in our Sustainability Strategy
and we’re working to eliminate unnecessary
single-use plastics and make all our own brand
packaging reusable, recyclable or compostable
by 2025. This is also an area where we are facing
increasing legislation and taxes on plastic use
across many markets.
By the end of 2024, 95% of our own brand
packaging was free of unnecessary single-use
plastics. While we have made strong progress,
some plastics regulations are broader in scope,
and so we continue to identify opportunities to
further reduce overall plastic use and increase
our use of recycled plastics.
For example, in the UK, we are working with
our major packaging supplier, Bunzl, to conduct
a detailed assessment of our plastic footprint
associated with our purchases, including
packaging and other items such as gloves,
cloths and bin bags. The assessment revealed
that, in 2024, 41% of our purchases by weight
contain plastic (-4% compared to 2023).
Of this, 27% is made from recycled plastic
(+7% compared to 2023).
Using these insights, we are now focusing our
efforts on increasing recycled content within
our plastic usage.
TRACKING FINANCIAL BENEFITS
OF SUSTAINABILITY PROJECTS
As part of our value creation process,
in 2024, we introduced a system to capture
and monitor the specific financial benefits
of project-based investments, including those
related to sustainability. This enables us to
gain centralised visibility into the return on
investment for each project as it is deployed
by our country teams. By tracking progress
across related projects, we can help ensure
the delivery of the expected benefits.
Many of these investments are linked to
climate-related opportunities or focused
on mitigating climate risk. Examples include
implementing automated meter readers
to provide real-time tracking of energy
consumption and utilising cloud-based energy
management systems to control heating and
air conditioning more efficiently.
Corporate governance
Financial statements
Strategic report
Overview
68
SSP Group plc Annual Report 2024
Our net-zero transition and climate risk management continued
Our material climate-related risks and opportunities
Risk/opportunity
Level of likelihood/impact
Our strategic response
Scenario
Short term
(2025)
Medium term
(2030)
Long term
(2040)
Risk 1 (transition):
Increased energy and key raw
materials costs due to introduction
of carbon pricing or taxes in regions
with our operations and supply chain.
1.5-2°C
H
H
H
Our primary goal is to achieve net-zero GHG emissions to mitigate this risk. We have asked teams to
identify any legal, financial or sustainability risks in our updated regional risk registers. No significant
risks related to carbon pricing were identified. While we have seen an increase in the cost of goods,
this is largely attributed to inflation rather than directly to carbon pricing.
3.5-4.5°C
M
M
M
Risk 2 (transition):
Risk of legislation preventing the
sale of single-use plastic products
or products in plastic packaging.
1.5-2°C
L
L
M
In line with our commitment to sustainability, we aim to eliminate unnecessary single-use plastics
and ensure all our own-brand packaging is reusable, recyclable, or compostable by 2025. To support
this, we updated our guidance on what constitutes unnecessary single-use plastics and completed
two key tenders, eliminating a significant volume of plastic for hot beverage lids and paper bags.
3.5-4.5°C
L
L
L
Risk 3 (transition):
Risk of changes in travel
trends leading to reduced
passenger numbers.
1.5-2°C
L
H
H
Our business planning process incorporates passenger numbers and travel trends to inform
medium-term financial strategies. We continue to rely on client volume projections and anticipate
passenger growth under all scenarios. This year, we used Airport Council International (ACI World)
forecasts to refine regional estimates.
3.5-4.5°C
L
L
L
Risk 4 (transition):
Risk of reputational impact, resulting
in loss of clients and a drop in revenue
from failure to realise sustainability
commitments and decarbonise our
operations and supply chain in line
with net-zero expectations.
1.5-2°C
M
H
H
Sustainability forms a critical part of our strategy and focuses on the most material issues for
our business and stakeholders, supported by clear and measurable targets. We continue to step
up our proactive approach to engaging with our clients on sustainability issues. In 2024, our Heads
of Sustainability for Group, UK&I and APAC and EEME regions met with over 10 clients in six markets.
In our 2024 UK client survey, four out of five clients acknowledged our strong progress in sustainability,
with both air and rail clients rating our sustainability strategy and performance above that of our
competitors. The strength of our approach was also an essential factor in our contract renewal
at Oslo Airport (Norway) and new contract win for Sofia Airport (Bulgaria).
3.5-4.5°C
L
H
H
Risk 5 (physical):
Reduced availability of climate
sensitive raw materials due to
increased frequency of extreme
weather events and chronic risks.
1.5-2°C
M
M
M
With operations in 37 countries, our ingredients and raw materials are sourced through diverse global
supply chains. As part of our risk mitigation, every country is required to have substitute suppliers for
core products in case of disruptions. This forms part of an overarching contingency plan, which may
include reducing product ranges during severe supply shortages. Additionally, we have completed
tenders on key climate-sensitive raw materials, such as coffee and paper bags, further strengthening
our sourcing resilience.
3.5-4.5°C
M
H
H
Opportunity 1:
Opportunity to grow potential
revenues from ‘climate-conscious
customers’, including taking
advantage of diversifying markets
and changing customer demands.
1.5-2°C
M
M
M
Our Sustainability Strategy includes targets that both encourage and meet evolving customer demands.
These include our target for at least 30% of meals offered by our own brands to be plant-based or
vegetarian and for all coffee, tea, hot chocolate and fish/seafood for our own brands to be from
sources certified to sustainability standards by 2025. In 2024, we introduced carbon labelling for
selected brands in two markets to help climate-conscious customers understand the carbon impact
of our products.
3.5-4.5°C
L
L
L
Key: L: Low (<£5m); M: Medium (£5m-£20m); H: High (>£20m)
Corporate governance
Financial statements
Strategic report
Overview
69
SSP Group plc Annual Report 2024
Our net-zero transition and climate risk management continued
Our supporting metrics and targets
Our Sustainability Strategy sets out several
targets and KPIs that address our climate-related
impacts. These include our near-term (2032) and
long-term (2040) GHG emissions reductions
targets, as well as targets and metrics for other
inter-related areas such as energy, product
sourcing, packaging and waste.
We do not have external metrics and targets
on Risk 3 or Risk 5, as these are commercially
sensitive, but we monitor and manage both risks
through internal KPIs and build them into our
business planning and functional budgets.
We are currently conducting a new double
materiality assessment to help define the next
evolution of our Sustainability Strategy and
targets for post-2025.
See our Sustainability Data Book for comprehensive
details of our yearly data performance (including
absolute Scope 1, 2 and 3 GHG emissions), reporting
boundaries, scope, definitions, methodology
and restatements.
Our sustainability targets and metrics
Target or metric
Performance
Link to climate risk or opportunity
2024
2023
2022
By 2032, reduce absolute Scope 1 and Scope 2 (market-based) GHG emissions
by 60% from a 2019 base year
-5%
-34%*
-25%*
Risk 1: mitigation of the risk
relating to carbon pricing
Risk 4: risk of losing business
due to inaction on climate
KPI: % of total energy use from renewable sources
19%
30%
–
KPI: % change in Scope 1 and 2 GHG intensity (per £ million revenue)
from 2019 base year
-25%
-40%*
-4%*
By 2032, reduce absolute Scope 3 GHG emissions from purchased goods and services
by 35% from a 2019 base year
32%
10%
-19%
Opportunity 1: opportunity
to engage climate-conscious
customers such as through
increasing healthy and
sustainable options
By 2032, reduce absolute Scope 3 GHG emissions from capital goods by 35%
from a 2019 base year
51%
-3%*
-34%
By 2040 reduce absolute Scopes 1, 2 and 3 GHG emissions by 90% by 2040,
from a 2019 base year
28%
4%*
-21%
Risk 1: mitigation of the risk
relating to carbon pricing
Risk 4: risk of losing business
due to inaction on climate
KPI: % change in total GHG intensity (per £ million revenue) from 2019 base year
0%
-5%*
2%*
By 2025, at least 30% of meals offered by our own brands to be plant-based
and/or vegetarian
35%
34%
33%
Opportunity 1: opportunity
to engage climate-conscious
customers such as through
increasing healthy and
sustainable options
By 2025, 100% of all own brand units in the UK & Ireland, North America and
Continental Europe (40% in APAC and EEME regions) that serve coffee to offer
non-dairy milk alternatives
97%
(39%)
88%
(31%)
85%
(28%)
By 2025, 100% of coffee for our own brands to be from sources certified
to independent standards, such as Rainforest Alliance or Fairtrade
80%
71%
63%
By 2025, 100% of tea for our own brands to be from sources certified to independent
standards, such as Rainforest Alliance or Fairtrade
87%
49%
60%
By 2025, 100% of hot chocolate for our own brands to be from sources certified
to independent standards, such as Rainforest Alliance and Fairtrade
76%
80%
70%
By 2025, 100% of fish and seafood for our own brands to be from sources certified
to independent standards, such as Marine Stewardship Council
81%
61%
52%
By 2025, 100% of eggs for our own brands to be from cage-free sources
61%
48%
34%
By 2025, eliminate unnecessary single-use plastic from our own brand packaging
95%
84%
80%
Risk 2: Risk of legislation
preventing the sale of
single-use plastic
products or products
in plastic packaging
By 2025, 100% of our own brand packaging to be reusable, recyclable or compostable
97%
85%
85%
KPI: tonnes of food waste diverted from landfill via redistribution, recycling and
composting schemes
1,469
646
387
*Restated from previously reported figures – please see our Sustainability Data Book for details of our restatements.
Corporate governance
Financial statements
Strategic report
Overview
70
SSP Group plc Annual Report 2024
Our net-zero transition and climate risk management continued
Streamlined energy and carbon reporting (SECR)
2024
2023
UK
Global (excluding UK)
Global (including UK)
UK
Global
UK
Global (excluding UK)
Global (including UK)
UK
Global
Emission category
Energy (kWh)
Emission
(tCO2e)
Energy (kWh)
Emission
(tCO2e)
Energy (kWh)
Emission
(tCO2e)
% of
total
% of
total
Energy (kWh)
Emission
(tCO2e)
Energy (kWh)
Emission
(tCO2e)
Energy (kWh)
Emission
(tCO2e)
% of
total
% of
total
Fuel consumption
– stationary (Scope 1)
4,453,749
903
64,970,178
13,015
69,423,927
13,917
6%
94%
5,199,438
951
15,845,236
2,452
21,044,674
3,404
28%
72%
Fuel consumption
– mobile (Scope 1)
1,213,400
204
15,162,352
1,945
16,375,752
2,150
9%
91%
797,966
227
7,090,123
2,206
7,888,088
2,432
9%
91%
Fugitive emissions (Scope 1)
–
9,332
–
13,691
–
23,022
41%
59%
–
960
–
5,706
–
6,667
14%
86%
Electricity (Scope 2)
– location-based*
44,390,833
9,158
233,501,098
70,720
277,891,932
79,878
11%
89%
39,564,779
8,193
240,457,991
58,856
280,022,770
67,049
12%
88%
Electricity (Scope 2)
– market-based*
44,390,833
16,715
233,501,098
83,127
277,891,932
99,842
17%
83%
39,564,779
6,950
240,457,991
76,086
280,022,770
83,036
8%
92%
District heating (Scope 2)
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
Business travel
– road vehicles only (Scope 3)
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
Total Scope 1 and Scope 2
(location-based)
50,057,983
19,596
313,633,628
99,371
363,691,610
118,967
16%
84%
45,562,183
10,331
263,393,350
69,220
308,955,532
79,551
13%
87%
Total Scope 1 and Scope 2
(market-based)
50,057,983
27,153
313,633,628
111,777
363,691,610
138,931
20%
80%
45,562,183
9,088
263,393,350
86,450
308,955,532
95,538
10%
90%
Total (location-based)
50,057,983
19,596
313,633,628
99,371
363,691,610
118,967
16%
84%
45,562,183
10,331
263,393,350
69,220
308,955,532
79,551
13%
87%
Total (market-based)
50,057,983
27,153
313,633,628
111,777
363,691,610
138,931
20%
80%
45,562,183
9,088
263,393,350
86,450
308,955,532
95,538
10%
90%
£’000 revenue
(constant currency)
3,521
3,521
3,521
3,521
3,521
3,521
100%
100%
3,014
3,014
3.014
3,014
3,014
3,014
100%
100%
Intensity ratio – location-based
14,216
5.6
89,067
28.2
103,283
33.8
16%
84%
15,118
3.4
87,399
23.0
102,517
26.4
13%
87%
Intensity ratio – market-based
14,216
7.7
89,067
31.7
103,283
39.5
20%
80%
15,118
3.0
87,399
28.7
102,517
31.7
10%
90%
*Includes electricity consumption from both stationary and mobile assets.
SSP must report its UK (including UK offshore) and global (excluding the UK) energy use and CO2e emissions in accordance with the Companies (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations
2018. The data in the above table represents emissions and energy use for which the company is responsible and is incorporated by reference in the Directors’ Report. We have followed the Greenhouse Gas Reporting Protocol –
Corporate Standard (2015 revised edition) and our reporting is consistent with the Environmental Reporting Guidelines: Including streamlined energy and carbon reporting guidance (March 2019). In 2024, we improved the quality and
completeness of our Scope 1 natural gas and f-gas data and expanded our Scope 1 reporting to include two gases, CO2 and N2O, that are used in our kitchens and bars. We have restated total energy for 2023 to include Scope 1 energy
associated with mobile fuel consumption and have restated Scope 2 market-based emissions for 2023, following an error identified in the emissions factors that didn’t appropriately account for the residual mix in the grid. We have
also updated our intensity measure to be based on revenues on a constant currency basis to remove the impact of inflation and exchange rate fluctuations, providing a more accurate and consistent measure of emissions over time.
See our Sustainability Data Book for all our yearly data performance, reporting boundaries, scope, definitions, methodology and details of restatements.
Corporate governance
Financial statements
Strategic report
Overview
71
SSP Group plc Annual Report 2024
Risk management and principal risks
Effective risk
management embedded
in our business-as-usual
operations and decision-
making processes is critical
to the achievement of our
strategic objectives and our
purpose to be ‘the best part
of the journey’.
Over the past year we have invested in
significant enhancements to our risk management
framework to ensure that our Board, leadership
and management teams have strong visibility and
understanding of the risks we face, enabling them
to better protect our business and drive the
delivery of our strategy through risk-intelligent
decision-making.
The Board, Audit Committee and Group Executive
understand the value and critical importance of
setting a strong ‘tone from the top’ on effective
risk management, the need for our leaders and
management teams to engage actively in the
process to systematically protect and improve our
business, and for measured risk-taking within the
parameters defined by the Board’s risk appetite.
These messages have been communicated to
our leadership and management teams explicitly
through Group and regional risk committees,
the delivery of risk management training,
and management cascade to team members.
Three lines of defence
Over the past year we have reviewed and
re-mapped our governance framework to the
‘Three Lines of Defence’ model to ensure that
there is clarity at all levels of the business on
accountabilities for the management of risk,
from the Board to frontline colleagues.
Our first line of defence is the people and functions
who own and manage risk on a day-to-day basis,
operating within the structures, policies and
processes designed to deliver our strategy while
protecting our business.
The second line consists of those functions which
oversee, specialise and provide support in the
effective management of risk. We have invested in
a Governance, Risk & Compliance function with the
appointment of dedicated and experienced leaders
to coordinate key second line activities, provide
leadership and support to management in meeting
their governance and compliance responsibilities,
and to facilitate effective risk management.
As a key second line function, we have undertaken
a full review of our risk management framework
and embedded a new approach, closely aligned
to best practice, which provides a top-down and
bottom-up view of our risk exposures, embeds
risk appetite into our risk management process,
and ensures regular oversight and scrutiny of the
actions being taken by management to mitigate
and manage risk.
We have also reviewed and enhanced our third
line of defence – the internal audit function,
as described in our Audit Committee Report
on pages 118 to 125.
Risk governance
We have strengthened our risk governance
structure by introducing risk committees in every
region of the business. Chaired by our Regional
CEOs, attended by regional executive teams, and
coordinated and led by our Group Director of Risk
& Assurance, the Committees meet quarterly
with a structured agenda which includes:
• reviewing the risk profile for the region
• considering risks assessed by management
as ‘outside appetite’, and ensuring actions to
mitigate or manage risk exposures are driven
through to completion
• receiving reports on controls self-assessment
and the results of internal audit activities
• discussion of thematic risk and governance
matters such as health and safety, food safety,
cyber security, sustainability, fraud, mandatory
training and whistleblowing
• discussion of key compliance issues including
anti-bribery and anti-corruption, modern
slavery, sustainability and data privacy.
Adding to the Group Risk Committee already
in place and chaired by the Deputy CEO & Group
CFO, the Regional Risk Committees have enabled
us to embed a culture of accountability for risk
by providing our leadership with regular oversight
and ensuring risk is actively discussed and
considered at an appropriate frequency.
Our risk committees also provide a clearly defined
path for the reporting and escalation of critical risk
matters through the wider governance structure
of the business, providing our Group Executive
Committee and Board with better visibility,
awareness and understanding of the risks we face
and our strategies to manage and mitigate them.
How we manage risk
Corporate governance
Financial statements
Strategic report
Overview
72
SSP Group plc Annual Report 2024
Risk management and principal risks continued
Risk governance framework
Group Executive Committee
Board
• Overall accountability for the Group’s risk management and internal control framework
• Sets risk appetite and tone from the top for strong risk management culture. Receives updates on key risk matters including safety
• Reviews Board structure, size and composition
• Leads appointment of Directors and succession planning
• Monitors diversity and inclusion
• Evaluates the effectiveness of the Board
• Oversees adherence to Group treasury policies
• Monitors financial risk including forex, interest rates
& liquidity
• Oversees global safety strategy
• Monitors incident rates and H&S risks
• Supports management in continuous improvement
• Provides oversight & scrutiny of material risks to the Group
• Monitors principal, strategic and material regional and country risks
• Challenges and supports management on risk mitigation
• Reports material exposures to GEC and Audit Committee
• Provides oversight & scrutiny of Group risks
• Obtains assurances on internal controls
• Assesses integrity of financial reporting
• Reports to Board on relevant risk & control matters
• Oversees compliance with disclosure requirements
including Listing Rules, Market Abuse Regulations and DTRs
• Oversee delivery of Sustainability Strategy
• Oversee non-financial reporting regulation compliance
• Consider sustainability and climate impacts and risks
• Sets the Executive remuneration policy
• Ensures the policy aligns with strategy and culture
• Reviews workforce remuneration policies
• Reviews and approves all material capital spend proposals
• Undertakes post-investment reviews
• Oversees GDPR and local privacy regulatory compliance
• Monitors privacy risk
• Supports management in maintaining compliance
• Provides oversight & scrutiny of material risks to regions
• Monitors regional and country risk exposures
• Challenges and supports regional and country management on risk mitigation
• Reports material exposures to Group Risk Committee
• Produces the annual budget for Board review and approval
• Reviews financial and non-financial performance
• Accountable for the management of principal, strategic, business and operational risks
• Communicates ‘tone from the top’ on risk management and internal controls
• Monitors principal and strategic risk exposures
• Directs & supports management in effectively managing or mitigating risk
Nomination Committee
Treasury Committee
Group Safety Committee
Group Risk Committee
Audit Committee
Disclosure Committee
Sustainability/Non-Financial Reporting Steering Committees
Remuneration Committee
Group Investment Committee
Privacy Steering Committee
Regional risk committees
Second and third line functions
Support the effective management of risk and continuous improvement of the internal control environment
Corporate governance
Financial statements
Strategic report
Overview
73
SSP Group plc Annual Report 2024
Risk management methodology
Our risk management methodology is designed
to facilitate the systematic identification and
evaluation of our key risk exposures, ensure
management take appropriate and timely action
to manage and mitigate risk, and provide our
leadership teams and Board with a clear and
current view of SSP’s risk profile.
Risk identification
To ensure the continuing accuracy and quality
of our risk data, all Group and Regional Executive
Team members, as well as key functional leads
across the business, are required to participate
in ‘deep-dive’ risk reviews, facilitated by the Group
Director of Risk & Assurance, on at least an annual
basis. This process is overlaid with a quarterly
review and updated processes aligned to the
Risk Committee meeting timetable, to ensure
that risk information is current and accurate.
In addition to the quarterly review process,
risk registers are updated throughout the year
as changes occur, such as the emergence of new
risks and the mitigation or closure of existing
risk exposures.
Risk management and principal risks continued
Risk evaluation and mitigation
Risks are evaluated on both a ‘Gross’ and ‘Net’
basis in terms of impact and likelihood, to ensure
that both our inherent and current risk exposures
are understood and effectively managed. All
areas of the business use the same risk evaluation
criteria to ensure consistency and maximise the
accuracy of risk reporting.
Key controls to mitigate or manage risks are
documented to enable management to assess
whether sufficient mitigation is in place, or if
further actions need to be taken to bring the
exposure down to an acceptable level.
Target risk exposures are set where risks are
assessed as ‘outside appetite’ (see next section)
or in need of further mitigation. Quarterly risk
committees monitor management’s progress
in delivering the actions required to achieve
the target risk exposure.
Corporate governance
Financial statements
Strategic report
Overview
74
SSP Group plc Annual Report 2024
Risk management and principal risks continued
SSP’s Enterprise Risk Management Framework
Clear escalation path
Enabling management to seek senior
support in managing risk
Quality risk data
Providing Board, Audit Committee and GEC with
Group-wide information on risk exposures
Visibility and transparency
Key risk exposures and how
they are being managed
Bottom up
Tone from the top
Promoting a strong risk management
culture across the Group
Risk-based decisions
Better quality decision-making based
on understanding of risk exposures
Challenge
Management challenged on their strategies
and progress in mitigating and managing risk
Top down
Group Audit Committee
Group Board
Group Risk Committee
Regional risk committees
Risk Review Cycle
Risk Management Process
I
d
e
n
t
i
f
y
E
v
a
l
u
a
t
e
M
it
i
g
a
t
e
/
M
a
n
a
g
e
R
e
p
o
r
t
M
o
n
i
t
o
r
Management Information
Group risk profile
Quarterly reporting to Group Risk
Committee on the Group risk profile,
risks outside appetite and risk action
plans across all parts of the business
Regional & country risk profiles
Regional executives receive quarterly
risk reports through regional risk
committees, highlighting key risk
exposures and focusing on risk
mitigation planning
Annual deep-dive
Detailed risk review sessions
with all regional and Group
executive and functional leaders
Quarterly review
Regular engagement with
Group and regional risk leads
to identify and address
changes to risk profile
Corporate governance
Financial statements
Strategic report
Overview
75
SSP Group plc Annual Report 2024
Risk appetite
The Board recognises that, like all businesses, in certain circumstances it is both necessary and desirable
to take risk in a measured and defined way, in order to achieve our business objectives. As part of the
annual review of principal risks, the Board has defined its appetite for risk across each of the principal
risk areas, setting both the tone and guidelines for the management of risk across the business.
An overview of our risk appetite definitions mapped to our principal risks is provided in the table below:
Risk Appetite
Definition
Guideline Risk Areas
Willing
The business is willing to accept
a higher level of risk exposure
where the opportunity for
high potential rewards exist,
while meeting its legal and
regulatory requirements.
• Competitive landscape,
changing client,
competitor & consumer
behaviours
• Expansion into
new markets
Balanced
The business is willing to
accept a moderate level of
risk exposure where potential
rewards are commensurate
with the level of risk being
taken, while meeting legal
and regulatory requirements.
• Geo-political and
macroeconomic risk
• Supply chain disruption
& product cost inflation
• People – talent
acquisition & retention,
organisational
structure & culture
• Availability of labour
& wage inflation
Cautious
The business has a low appetite
for exposure to risk, regardless
of potential rewards, and
expects management to
implement robust systems of
control to ensure such risks are
fully mitigated or well managed.
• Information security,
stability & resilience
• Health & safety
• Product safety
& quality
• Sustainability –
compliance
• Realisation of returns
from capital invested
• Legal & regulatory
compliance
Risk appetite is embedded in our risk evaluation
methodology, with defined risk tolerances setting
the parameters for acceptable levels of risk
exposure, depending on the nature of the risk.
Risk exposures which are assessed by
management as outside those parameters are
designated as ‘outside appetite’, and in these
cases risk mitigation plans are developed in order
to bring the risk exposure within tolerance. All risks
designated as ‘outside appetite’ are reported to
Group and regional risk committees, with a strong
focus on monitoring the delivery of mitigation
plans, and ensuring there is appropriate oversight
and scrutiny of those risks which require action.
Monitoring & reporting
There is a strong focus on ensuring that our
leadership are provided with the information
they need to understand and effectively manage
the risk exposures our business faces. Our Risk
& Assurance function produces quarterly risk
reports for all Group and regional risk
committees, including a ‘risk dashboard’ for each
region, providing an overview of the respective
risk profile and details of top risks, changes in the
period, risks assessed as ‘outside appetite’, and
progress against agreed risk mitigation plans.
In addition, the Group Audit Committee receives
a risk update at each meeting, with details of key
risks impacting the Group and progress against
the respective mitigation plans.
Risk management culture
The importance and benefits of an open and
transparent risk management culture are well
recognised, and management are encouraged
to report and escalate current or emerging risks
in an atmosphere of openness and collective
responsibility to identify and manage our risk
exposures, and protect and continuously
improve our business.
There is a clear escalation path through our
committee structure, enabling risks to be promptly
identified, assessed, understood and addressed
at the appropriate level.
The regional risk committees introduced in
FY24 have significantly enhanced the culture
of engagement, understanding and active
management of risk across all parts of
our business.
Risk management and principal risks continued
Corporate governance
Financial statements
Strategic report
Overview
76
SSP Group plc Annual Report 2024
Principal Risks
The Board has undertaken a detailed review of the
Company’s principal and emerging risks, informed
by risk data at country, regional and Group levels,
the outputs of second and third line activities,
and the outcomes of discussions at Board, Audit
Committee, and Risk Committee meetings which
have taken place throughout the year.
Principal risks focus on those risks which could
result in events or circumstances that might
threaten the Company’s business model, future
performance, solvency or liquidity, and reputation
– in line with the requirements of the UK Corporate
Governance Code.
Each principal risk has been assessed in terms
of the Gross (inherent) and Net (residual) impact
and likelihood of occurrence, and a risk appetite
has been assigned to each principal risk in order
to set the tone and guidelines for the management
of risk in FY25.
Strategic risks which are not published as
principal risks are recorded in the Group Strategic
Risk Register, and are monitored on a quarterly
basis through the Group Risk Committee.
This includes risks published in previous annual
reports which continue to form part of the
Company’s risk landscape.
Three new principal risks have been added
in the period:
• Product safety & quality – in recognition of
the critical importance of the safety and quality
of our product offerings, this risk which was
previously covered under ‘Health & Safety’,
has been separated to reflect the high priority
our Board, leadership and colleagues attach to
the careful and uncompromising management
of this risk.
• Realisation of returns from capital invested –
as a clear strategic priority for our business,
this risk has been elevated to the principal
risks list to reflect its importance in the short,
medium and long term, and the level of focus,
oversight and scrutiny it will receive at all levels
of our governance framework.
• People – talent acquisition & retention,
organisational structure & culture – replacing
and reframing last year’s principal risk relating
to senior capability at Group and country level,
this risk recognises the need, as a ‘people
business’, for a more comprehensive view
of people risks, and the critical importance of
managing those risks actively and effectively.
Further details of these risks and our approach
to mitigation are provided on pages 79-84.
Risk management and principal risks continued
A number of risks identified in last year’s Annual
Report have been removed from the published list,
either because it was determined that they no
longer meet the threshold for a principal risk,
or because the risks were now considered less
relevant to SSP’s strategic direction, priorities
or activities:
• Mobilisation of pipeline
• Insufficient senior capability at Group
and country level
• Benefits realisation from efficiency
programmes
• Innovation and development of brand portfolio
• M&A activity
These risks continue to be recognised as
important to the Group, and are recorded in the
Group Strategic Risk Register which is regularly
and actively monitored and managed through
the Group and Regional Risk Committees with
support from the Risk & Assurance function.
Principal risks will be monitored throughout the
year through the Group Risk Committee to ensure
they continue to reflect our risk environment and
are being effectively managed.
Corporate governance
Financial statements
Strategic report
Overview
77
SSP Group plc Annual Report 2024
Emerging risks are those whose impact and
probability are difficult to assess and quantify
at present, but which could affect the Company
in the future. Previously identified emerging risks
are regularly monitored through quarterly Audit
Committee and Risk Committee reporting,
to ensure that our leadership and management
teams are aware of emerging threats, and are
ready to implement strategies to mitigate or
manage the risks as our understanding and ability
to quantify the risks develops.
Newly emerging risks are identified throughout
the year, through our quarterly risk management
cycle, regular engagement with our leadership and
management teams, and through formal channels
including Board, Audit Committee and Risk
Committee meetings, as well as numerous other
second line forums including the Privacy Steering
Committee and Group Safety Committee.
Management are encouraged to identify and
report newly emerging risks through the escalation
path described in the previous section.
The Board has considered a range of emerging
risks to the business, and examples of three key
emerging risks are provided in the following table.
Emerging Risk
Overview
Climate change
Climate change has been recognised as an emerging risk to our business for several years because the potential impacts on our
business model continue to evolve.
With leadership from our dedicated sustainability function, the evolution of this risk exposure is actively monitored to ensure
we are able to respond quickly and effectively to protect our business and are well positioned to capitalise on the opportunities
it may bring.
Our customer and commercial teams continuously monitor changing consumer behaviours, and the influence of climate change and
wider sustainability issues on propensity to travel, preferred destinations, and critically food and beverage choices while travelling
are well recognised. We have a strong track record of responding quickly to changes in consumer preferences and behaviours,
as well as innovating to provide more sustainable choices for our customers.
Climate-related weather events continue to increase in both frequency and intensity, and this trajectory is likely to have a range
of impacts on our business in the medium term, from disruption to air and rail travel to crop failures, supply chain disruption and
increased costs due to scarcity.
See pages 64-71 for more information on our current view of climate risk and its potential impacts on our business.
Regulatory
environment
Operating across 37 countries presents inherent challenges in meeting regulatory requirements across a large number
of jurisdictions. In the medium-term, the demands of regulators are expected to continue to increase across large parts of
our portfolio, and this has the potential to significantly impact our overall business. For example, changes in regulations over
single-use plastics and other packaging requirements are expected to continue, and potential changes in airport security
requirements enabling travellers to carry through their own liquids would have a significant impact on our business.
We recognise the need to be agile to these changes and ensure opportunities to generate new profitable offerings are seized.
We also prioritise and expect full compliance with all local regulatory requirements, and actively monitor regulatory frameworks
globally to ensure we are responsive to change.
Structural changes
in the travel sector
The travel sector continues to evolve structurally in response to advancements in technology, shifting consumer preferences
and behaviours, the ESG agenda, and political and economic change.
As the spotlight on the environmental impacts of travel continues to intensify, the potential for significant changes to leisure
and business travel patterns in the medium and long term increases.
Global warming is also likely to have a more direct impact on holiday travel in the long term, with the potential for certain
destinations to become less attractive to holidaymakers due to extreme temperatures. This could result in a fundamental change
to our business model and necessitate a shift in strategy.
SSP must stay ahead of the curve to ensure revenues and profitability are protected wherever possible and new opportunities are
taken to advance our business model. The role of Group Chief Operating Officer was created to ensure that we are well positioned
to do this at global, regional and local levels.
Risk management and principal risks continued
Emerging Risks
Corporate governance
Financial statements
Strategic report
Overview
78
SSP Group plc Annual Report 2024
1. Geo-political and macroeconomic events
and trends
2. Information security, stability and resilience
Context and trend
SSP’s business model is reliant on global passenger
flows through airports, railway stations and motorway
service areas.
Geo-political and macroeconomic events and
trends can have a material impact on passenger flows,
particularly through airports, which represent c.70%
of SSP’s business.
Geo-political tensions have continued to escalate
in FY24, particularly in the Middle East where there
is potential for a wider regional conflict to emerge.
The ongoing conflict between Russia and Ukraine has
impacted passenger numbers in some territories, with
significantly reduced numbers of Russian travellers and
restrictions on air traffic routes over Russian airspace
affecting flights between Europe and Asia.
Macroeconomic factors including inflationary pressures,
cost of living crises and economic uncertainty have
impacted our cost base, the demands of our clients, and
consumers’ propensity to travel and spend – and could
continue to do so.
Risk management and principal risks continued
Potential impacts
Geo-political events such as war or terrorism could
result in the closure of airports or further substantial
changes to air traffic routes or consumer travel patterns.
A resulting decline in passenger numbers at a regional
or global level could materially impact our revenues.
Further pandemic outbreaks or natural disasters
such as extreme weather events or earthquakes could
result in the closure of airports and railway stations for
indefinite periods, thus impacting passenger numbers.
Macroeconomic factors could impact revenues,
costs of goods, labour costs and profitability.
Key mitigating actions and activities
Our business has demonstrated an ability to
respond quickly and effectively to geo-political and
macroeconomic events many times in recent years,
including in response to the Covid-19 pandemic, conflict
in the Middle East and sanctions against Russia.
Crisis Management and Business Continuity Plans
have been established and continue to be updated
and strengthened to ensure the business responds
effectively to issues and crises as they arise.
The geo-political and macroeconomic environment
and its potential impacts on business performance
is regularly and closely monitored at both regional
and global level through weekly trade calls and
monthly and quarterly performance reviews.
Regional risk committees have been established to
provide regional leadership with visibility and oversight
of key risk exposures to their businesses, facilitate
active horizon-scanning, and to ensure prompt action
is taken to mitigate and manage risk exposures as
they arise.
The Group Risk Committee is well established and
provides oversight of current and emerging risks at both
regional and global level to Group Executive members.
Oversight Forum(s)
Group Risk Committee
Regional Risk Committees
Oversight Forum(s)
Audit Committee
Group Risk Committee
Regional Risk Committees
Trend
Trend
Link to our strategy:
Prioritising high-growth markets
Enhancing business capabilities
to drive growth and performance
Link to our strategy:
Enhancing business capabilities
to drive growth and performance
Driving operational efficiencies
Context and trend
The threat from malicious actors seeking to access,
disrupt and gain from business network infrastructure
and critical systems continues to grow and evolve
at pace.
The evolving geo-political climate has seen state-
sponsored attacks on business infrastructure with
the objective of disrupting Western economies.
The growing complexity of SSP’s network and systems
infrastructure, coupled with the rapidly increasing
sophistication of malicious actors continues to
heighten our risk exposure in this area.
SSP processes and collects primarily colleague data, so
data privacy risks apply mainly to internal stakeholders.
Our business suffered minor isolated impacts from
the Crowdstrike outage in July 2024. The incident was
quickly and effectively contained through the Group
Crisis Management Team and the leadership of the
Chief Technology Officer and team.
Potential impacts
Disruption to SSP’s business critical systems could
result in inability to take payment at our business units,
impact our ability to order and manage inventory, pay
our colleagues or suppliers accurately and on time,
all of which could result in lost revenues, increased costs,
operational disruption and damage to our reputation.
A cyber attack could result in losses from theft or fraud,
or affect the integrity of our financial data, which could
impact the accuracy of financial statements.
A material personal data breach could result in
regulatory sanctions, legal action, a loss of trust
and damage to SSP’s reputation.
A successful ransomware attack has the potential to
disrupt operations, prevent payment collection, cause
data losses or damage the integrity of our business
data, as well as the prospect of a ransom demand.
Key mitigating actions and activities
Recognising the critical importance of training
and awareness to an effective cyber security posture,
all colleagues with access to SSP systems are required
to complete mandatory cyber security awareness
training annually. Phishing campaigns are undertaken
to heighten awareness, with colleagues asked to take
further training where they ‘fail’ the phishing exercise.
Network perimeter controls including firewalls, email
gateways, and multi-factor authentication provide
layered defences against cyber attacks, and a Managed
Detection & Response service (MDR) provides security
monitoring to quickly identify malicious attempts to
breach SSP systems and manage the situation
effectively in the event of a cyber security incident.
A supplier due diligence process assesses our suppliers’
security posture before they are engaged, and work
is underway to enhance existing disaster recovery
and incident response processes and playbooks.
A global three-year cyber security strategy will
be activated in FY25 to deliver further significant
enhancements to SSP’s cyber security control
framework.
Corporate governance
Financial statements
Strategic report
Overview
79
SSP Group plc Annual Report 2024
Context and trend
Competition within the travel food and beverage
industry continues to increase, with key players seeking
to expand their footprint and market share.
Our clients continue to demand more of us, from
increased concession fees to capital investment and
extended unit opening times. In some markets this can
be compounded by contractual limitations or
conditions on pricing.
Following a prolonged period of global inflationary
pressures and cost of living crises, consumers are
increasingly price-sensitive and are continuously
adapting their purchasing behaviours and travel
patterns to constrained budgets.
Consumer tastes and preferences for travel food
and beverage are constantly evolving, influenced by
a complex range of priorities including healthy eating,
changing attitudes towards alcohol consumption,
sustainability, ethical purchasing, the desire for new
experiences and tastes, as well as the need for
convenience and value.
Context and trend
Our business is inherently exposed to a variety of
health and safety risks which can impact customers,
colleagues, clients and other stakeholders operating
in the vicinity of our units.
We operate primarily in critical national infrastructure
locations, which are inherently exposed to security
threats and impacted by geo-political events.
The most common health and safety incidents within
our units relate to cuts and lacerations, burns and
scalds, and manual handling injuries.
The Group has seen a disturbing increase in violence
and aggression towards its colleagues which has led to
initiatives to protect our staff through training, signage
and the use of bodycams to capture incidents and act
as a deterrent.
Operating across 37 legal jurisdictions, SSP is subject
to a wide range of often complex and demanding legal
and regulatory requirements, client requirements and
inspection regimes relating to health and safety.
Potential impacts
An increasingly competitive business environment
could lead to a decline in tender success rates and
endanger our growth plans as well as existing revenues
and profitability.
The increasing demands of our clients can erode
profitability by increasing our cost base while in some
cases simultaneously limiting our ability to mitigate
costs through pricing.
Changing consumer tastes, preferences and behaviours
can impact revenues and profitability.
Key mitigating actions and activities
The changing competitive environment and its
potential impacts on business performance are
regularly monitored at both regional and global level
through weekly, monthly and quarterly trade calls and
performance reviews.
The Group has a clear strategic focus on high growth
markets where the opportunities to secure profitable
business are greater.
A proactive focus on changing consumer behaviours
and trends through initiatives such as the acceleration
of digital offerings, creating experience-led concepts,
encouraging healthier choices, adapting our brand
portfolio and menus, and progressing our net-zero
transition plan, help ensure we continue to meet the
evolving demands of our customers.
There is a strong emphasis on maintaining profitability
through pricing, menu engineering, procurement,
workforce planning, operational efficiency and
maintaining productive and profitable relationships
with clients and brand partners.
The Group Investment Committee provides oversight,
scrutiny and approval for all tender processes and
business cases to ensure the right balance is struck
between competitiveness and return on investment.
Brand partner due diligence and review processes help
ensure SSP’s brand partner profile continues to deliver
profitability and minimise risk exposures.
Potential impacts
The worst-case impact of a material failure of health and
safety can be loss of life, serious injuries or illness to one
or more colleagues, customers or other stakeholders.
Serious health and safety incidents can result in
substantial legal claims, criminal proceedings against
senior management, regulatory sanctions, and can
cause significant reputational damage to the Group.
Legal claims against SSP by colleagues or customers
following health and safety incidents could result in
losses to the business and increase insurance premiums.
Adverse regulatory or client inspections can result
in sanctions including fines, temporary unit closures
and reputational damage.
Key mitigating actions and activities
The health and safety of our colleagues, customers,
clients and other stakeholders is a top priority for our
business, and this is reflected in the extensive suite
of policies, standards, processes and controls in place
at the operational level.
A global safety management programme is creating
minimum standards for health and safety, fire safety
and food safety across all operations and requires
regular reporting of performance and incident statistics.
The Group Safety Committee is attended by our
General Counsel and Regional CEOs to provide visibility
and oversight of key safety issues and risks to our
leadership teams.
The Group Safety Forum meets regularly and is
attended by regional and country safety leads to
provide updates, guidance, sharing of best practice,
and to discuss safety risks and issues.
The Group has invested further in its centralised health
and safety function to provide guidance, oversight and
support in the management of key safety risks across
the organisation.
Risk management and principal risks continued
3. Competitive landscape – changing client,
competitor and consumer behaviour
4. Health and safety
Oversight Forum(s)
Group Executive Committee
Regional Executive
Committees
Oversight Forum(s)
Audit Committee
Group Risk Committee
Regional Risk Committees
Group Safety Committee
Trend
Trend
Link to our strategy:
Prioritising high-growth markets
Enhancing business capabilities
to drive growth and performance
Link to our strategy:
Enhancing business capabilities
to drive growth and performance
Corporate governance
Financial statements
Strategic report
Overview
80
SSP Group plc Annual Report 2024
Risk management and principal risks continued
5. Product safety and quality
6. Expansion into new markets
Oversight Forum(s)
Audit Committee
Group Risk Committee
Regional Risk Committees
Group Safety Committee
Oversight Forum(s)
Group Investment
Committee
Regional Risk Committees
Group Board
Trend
Trend
Link to our strategy:
Enhancing business capabilities
to drive growth and performance
Link to our strategy:
Prioritising high-growth markets
Enhancing business capabilities
to drive growth and performance
Context and trend
Recognising its fundamental importance to our business,
product safety and quality is now separated from the
broader health and safety principal risk, reflecting a
level of focus, oversight and governance commensurate
with the risk exposure it inherently presents.
As a food and beverage business, the risk of food-borne
illnesses, foreign body contamination of products and
the impacts of allergens on consumers of our products
is ever-present and must be meticulously managed.
SSP is subject to a wide range of complex and demanding
food safety requirements across the many jurisdictions
in which we operate.
Product quality is also a driver of competitive
advantage as we strive to satisfy and exceed the
demands of our customers, clients and brand partners.
Potential impacts
A material failure of food safety controls could lead to
loss of life or serious illness to one or more colleagues,
customers or other stakeholders.
Serious food safety incidents can result in substantial
legal claims, criminal proceedings against senior
management, regulatory sanctions, widespread product
recalls, closure of units and significant reputational
damage to the Group.
Adverse allergic reactions or less serious illnesses
following the consumption of our products can have
serious implications for our business, including the
potential for widespread adverse media and social
media coverage which could materially impact sales
and damage our reputation.
Adverse regulatory or client inspections can result
in sanctions including fines, temporary unit closures
and reputational damage.
Key mitigating actions and activities
An uncompromising commitment to product safety and
quality is part of our DNA as a business, and is embedded
within our policies, standards, processes and controls
wherever we operate.
Mandatory food safety training is provided to unit staff
as part of our induction process, to ensure there are
high levels of understanding and competence in food
safety for our frontline and management colleagues,
and to foster a strong food safety culture across all
parts of our business.
Food safety management procedures are documented
for each unit, reflecting the individual food safety
priorities and requirements across our many locations,
brands and products.
We focus on ensuring product and menu labelling and
allergen signage meet local regulatory requirements,
to ensure our customers are informed and able to avoid
allergens which may affect them in our products.
Food safety inspections are regularly undertaken
by regulators and clients across our portfolio.
Context and trend
SSP has expanded into a number of new markets over
the past year, through a combination of M&A activity,
new joint ventures and organic growth.
Each new market presents its own unique challenges
and risks, including:
• understanding cultural restrictions, preferences
and sensitivities
• ensuring the demands of clients and consumers
are met
• succeeding in a new competitive landscape against
established competitors
• meeting local legal and regulatory requirements,
including health and food safety and compliance
• commercial challenges including pipeline
mobilisation, establishing an optimal supply chain,
managing the cost base at the right level, and pricing
• creating the conditions for delivery of the approved
business case
• operating and competing in a new geo-political
and macroeconomic environment.
Potential impacts
Failure to develop and mobilise a business model
capable of delivering the approved business case
will erode forecast profitability and diminish the
value of the new business to the wider Group.
Unforeseen costs can arise and impact profitability
and our ability to deliver the approved business case.
Supply chain disruption can impact our product
offerings and affect sales.
Failure to resource units to the required level and
opening hours could result in operational failures,
damage client relationships and impact revenues.
Poor customer experience or failure to adhere to
cultural norms and expectations could damage our
reputation and damage our relationships with clients
and brand partners. Equally, cultural norms which
conflict with SSP’s values could challenge our approach
or willingness to operate in a particular territory.
Non-compliance with local legal and/or regulatory
requirements could result in legal action, sanctions
or claims against the business.
Key mitigating actions and activities
The Group Investment Committee scrutinises all new
market entry proposals to ensure they are founded on
a credible and deliverable business case which is aligned
to the Group’s strategy.
Due diligence activity (including third-party Integrity
Due Diligence, where required) is undertaken ahead
of the development of new market entry proposals to
ensure risks arising from the country, market, partners
and clients are understood and within SSP’s risk appetite.
Local joint venture partnerships are sought where
we believe they can provide essential knowledge of the
country, market, clients, competition, cultural drivers
and key risks from Day One.
Regional risk committees provide leadership teams
with oversight of the risk landscape, including risks
arising from new market entry.
Our regional and country teams have access to
centralised specialist functions to support them in
identifying and addressing challenges arising in new
markets, for example legal, regulatory, commercial
and pipeline mobilisation.
Corporate governance
Financial statements
Strategic report
Overview
81
SSP Group plc Annual Report 2024
Context and trend
The sustainability regulatory landscape continues
to evolve rapidly, with a wave of new Environmental,
Social and Governance (ESG) standards and
regulations, growing stakeholder demands and
increasing public scrutiny.
ESG and sustainability issues are increasingly being
legislated, including the EU Deforestation Regulation
(EUDR), the EU Corporate Sustainability Reporting
Directive (CSRD), and future proposed regulation such
as the UK Sustainability Reporting Standards (UKSRS)
and UK Forest Risk Commodities Regulations (UKFRC)
will impact our business significantly.
Our stakeholders, including customers, clients, brand
partners, investors, NGOs, regulators, communities,
competitors, colleagues and suppliers, expect us
to understand and act on our ESG impacts and
responsibilities, and to ‘do the right thing’.
Potential impacts
Non-compliance with prevailing ESG regulations across
our markets could lead to sanctions including fines and
other penalties, reputational damage and loss of
stakeholder trust.
Context and trend
SSP is inherently exposed to supply chain risk, with
global crop yields, geopolitics, product availability,
distribution networks and cost inflation all factors
which can materially impact our business.
We have a diverse and complex supply chain across the
various countries in which we operate, providing some
protection from widespread disruption. However, we
rely on a core number of distributors and suppliers in
each market, and there is potential for more significant
disruption if a major distributor or supplier were to fail.
Our brand partners and some clients can influence our
supply chain by placing requirements on product and
supply options, which can also reduce flexibility and
impact costs and profitability.
Clients are increasingly demanding greater use of local
suppliers in order to support their own sustainability
and ESG objectives.
Global inflation levels have eased over the past year
as supply chain issues have improved and energy costs
and global economies have stabilised.
Failure to ‘walk the talk’ and demonstrate a clear
commitment to minimising our social and environmental
impacts could be even more damaging, not only because
it is the right thing to do, but because sustainability is
now a key component of our competitive position.
Impacts could include:
• reputational damage and loss of stakeholder trust
• loss of client tenders or brand partnerships if SSP
is perceived as failing to meet its sustainability/ESG
standards as effectively as competitors
• poor ratings in investor ESG Indices and risk profiles
which could lead to shareholders choosing to divest
• failure to maintain our competitive position as a
leader in ESG and sustainability.
The impacts of climate change on our business are likely
to be significant in the medium to long term, including
supply chain disruption and product shortages, and
increased cost of goods.
Key mitigating actions and activities
SSP has a clearly defined Group-wide Sustainability
Strategy covering the key pillars of Product, Planet,
People and Governance.
There is a defined ESG governance structure to ensure
leadership oversight at Group and regional levels,
including regular reporting to Board, Group Executive
Committee, Audit Committee and Risk Committee.
The Sustainability Steering Committee ensures regular
cross-functional engagement and management of key
sustainability risks and issues.
The Climate Risk Steering Committee evolved into
the Non-Financial Reporting Steering Committee in
2024 to continue overseeing TCFD/climate risks and
opportunities, with the additional remit of overseeing
preparations for EU CSRD.
Dedicated sustainability leads are in place for each
region and market, including Regional Heads of
Sustainability appointed in key regions.
Potential impacts
Disruption to our supply chain, including loss of a key
supplier or distributor, could impact our ability to sell
core products, or even necessitate the temporary
closure of units, resulting in lost sales.
Product shortages could result in increased costs,
eroding profitability, or inability to sell core products.
Disruptions to our supply chain and availability
of products could damage SSP’s reputation with
consumers and impact relationships with clients
who suffer ‘knock-on’ damage to their own reputation.
However, major global disruptions are typically not
isolated to SSP and tend to impact the whole market.
An erosion of control over our own supply chain due
to the demands of clients and brand partners could
increase our cost base and present challenges in
maintaining profitability at expected levels.
Key mitigating actions and activities
SSP has an extensive and highly diverse supply chain,
with individual regions and countries managing their
own supplier base, therefore isolating the impacts
in the event of a supplier or distributor failure.
All regions have a Supply Chain Continuity Plan in place
which is reviewed annually, with alternative suppliers
identified for all key products, enabling our businesses
to quickly switch in the event of a supplier failure.
Value Creation Planning and delivery is driven centrally
by our Procurement & Supply Chain team to support
regions in optimising value from their supply chain
and maximising profitability.
We place emphasis on building strong relationships
in our supply chain and with brand partners to ensure
we are well positioned to secure the best available
deals and leverage our position wherever possible.
Risk management and principal risks continued
7. Sustainability
8. Supply chain and product cost inflation
Oversight Forum(s)
Sustainability Steering
Committee
Non-Financial Reporting
Steering Committee
Group Risk Committee
Regional Risk Committees
Oversight Forum(s)
Group Executive Committee
Group Risk Committee
Regional Risk Committees
Trend
Trend
Link to our strategy:
Enhancing business capabilities
to drive growth and performance
Link to our strategy:
Prioritising high-growth markets
Enhancing business capabilities
to drive growth and performance
Driving operational efficiencies
Corporate governance
Financial statements
Strategic report
Overview
82
SSP Group plc Annual Report 2024
Risk management and principal risks continued
9. Legal and regulatory compliance
10. Realisation of returns on capital invested
Oversight Forum(s)
Audit Committee
Group Risk Committee
Regional Risk Committees
Oversight Forum(s)
Group Investment
Committee
Group Executive Committee
Trend
Trend
Link to our strategy:
Prioritising high-growth markets
Enhancing business capabilities
to drive growth and performance
Link to our strategy:
Prioritising high-growth markets
Enhancing business capabilities
to drive growth and performance
Driving operational efficiencies
Context and trend
The legal and regulatory environment is evolving at
pace across the many jurisdictions in which we operate,
with the trend of strengthening the levels of regulation,
governance and scrutiny placed on businesses set
to continue.
SSP is exposed to a range of compliance risks
to varying degrees dependent on the regulatory
environment and cultural business norms in specific
markets, in particular anti-bribery & anti-corruption,
modern slavery, data privacy, health and safety,
food safety and sustainability/ESG.
The UK Corporate Governance Code was updated in
2024, placing additional obligations on companies and
their boards to make detailed declarations on principal
risks, material controls and the effectiveness of the
risk management and internal control environment.
Sustainability and ESG regulation continues to expand
in scope and the requirements placed on businesses,
notably the EU Deforestation Regulation (EUDR) and
EU Corporate Sustainability Reporting Directive (CSRD).
Potential impacts
Failure to keep pace with the evolving legal and
regulatory frameworks across our markets could result
in instances of material non-compliance, which could
lead to legal action against the business, regulatory
sanctions including fines and other penalties, closure
of units, and reputational damage.
The scale of penalties available to regulators means that
significant instances of non-compliance could result
in fines which materially impact our financial results.
Reputational damage from significant compliance
failures could impact our reputation with investors and
our ability to raise capital, as well as affecting our ability
to win tenders, and damaging relationships with clients
and brand partners.
Customer perceptions of brands can be damaged
where businesses are considered to be failing to
‘do the right thing’ and act ethically and responsibly,
which can lead to a fall in sales.
Key mitigating actions and activities
We have invested further in capability and expertise
through the appointment of an experienced Head of
Compliance, whose role is to enhance and oversee our
compliance agenda, promote a strong compliance
culture, and monitor and report on performance.
We have invested in significant expertise in specific
compliance areas including anti-bribery & anti-corruption,
data privacy, sustainability/ESG and health and safety.
The Group’s governance structure ensures there
is regular and robust oversight, scrutiny and challenge
on compliance matters at Board, Executive and senior
management levels across all parts of our business,
in particular the Audit Committee, Group and Regional
risk committees, the Group Executive Committee and
subject matter-specific steering groups.
All colleagues with access to SSP systems are required
to complete mandatory compliance training on joining
and on an annual basis.
The Gifts & Hospitality reporting process is managed
centrally to ensure compliance with anti-bribery &
anti-corruption legislation and identify conflicts of
interest and/or instances of non-compliance with
regulation or company policy.
Context and trend
Following a period of M&A activity and capital
investment in new and existing businesses, our strategic
focus now turns to ensuring that the business cases
upon which our investments were built are fully realised.
In addition to the acquisition of new businesses, securing
new joint venture partnerships and strengthening
our existing businesses, we have made significant and
much-needed investments in our business-critical
systems globally, which will make our business stronger,
more efficient and more effective.
Potential impacts
Failure to deliver forecast returns on capital invested
can erode the wider financial performance of the
business and impact overall earnings.
Below forecast returns can impact our business for
extended periods where we are locked into contracts,
if not addressed and corrected, reducing overall
investor returns on capital.
Sustained poor returns on capital can impact investor
confidence in the business and affect the Company’s
ability to raise further capital.
Key mitigating actions and activities
SSP’s strategic focus for FY25 and beyond will be
to ensure that returns on capital invested are realised.
This will be an area of focus for the Board and Group
Executive, and regional executive teams will be
supported from the centre in ensuring approved
business cases are delivered.
The Group Investment Committee scrutinises all
proposals for capital investment to ensure they are
founded on a credible and deliverable business case
which is aligned to the Group’s strategy and capable
of delivering forecast returns.
Due diligence activity is undertaken ahead of the
submission of new capex proposals to ensure any risks
to the delivery of business case are understood and
within our risk appetite.
Returns on capital investments are regularly
monitored and scrutinised through monthly and
quarterly trading calls and steering committees
for new system implementations.
Corporate governance
Financial statements
Strategic report
Overview
83
SSP Group plc Annual Report 2024
Context and trend
As a ‘people business’ it is critical that we are able
to attract and retain the right talent at all levels, from
frontline colleagues to executive leadership, and build
an organisational structure which is capable of delivering
our strategy while remaining efficient.
As well as expanding our workforce, we have made some
key senior appointments in FY24, including creating the
role of Group Chief Operating Officer and appointing a
new Chief People Officer and Chief Technology Officer,
as well as backfilling the role of CEO – Continental
Europe with a highly experienced leader. We are excited
about the impact these talented leaders will have on
the successful execution of our strategy.
As a diverse business operating across a multitude
of cultures, the importance of a common, recognisable
‘SSP culture’ which celebrates and embraces the
diversity of our business and people, is well understood.
Diversity at all levels is regarded as a strength, as well
as a potential competitive advantage, at SSP.
Context and trend
A significant proportion of our markets continue to
experience high labour costs and high levels of wage
inflation, notably in the Nordics, Europe, US and certain
parts of Asia Pacific.
Minimum wage inflation, and increasing regulation
around hours worked, time recording, benefits and
break requirements, continue to drive up labour costs.
Markets in which the workforce is highly unionised,
notably the US, France and Germany, face added
pressure on labour costs and workforce flexibility,
as well as increased levels of litigation as claims
against employers are encouraged and supported.
The availability of labour presents challenges in
some markets as they prepare for the high season,
and drives up wage levels, notably in Spain, Greece
and the Middle East.
Potential impacts
Failure to attract and retain the right talent to the right
roles impacts our operational effectiveness, the quality
of decision-making, our ability to drive performance
and deliver results, and can expose our business
to a variety of risks.
An inefficient or ineffective organisational structure
adds unnecessary cost to the business, erodes
profitability and undermines our ability to deliver
our strategic objectives.
Without a common and recognisable culture there is a
risk that our colleagues’ values are not aligned to those
of our business. This could have a variety of impacts
including the quality and consistency of our customer
service, the quality of our product offerings and unit
operations, as well as decisions or actions being taken
within the business which do not match our values.
Key mitigating actions and activities
We have a dedicated Talent & Inclusion team which
provides leadership and support to both Group and
regional management for the appointment of key roles
globally, with a focus on deploying strategies to secure
the right levels of talent in the right roles.
Organisational structures are reviewed regularly
at Group and regional levels to ensure our structure
continues to be fit for purpose and capable of delivering
our strategic objectives.
A dedicated Reward team ensures that our reward and
benefit offerings are sufficiently attractive to secure
the best talent while incentivising good performance
and rewarding and retaining our best performers.
Fostering a culture of ‘belonging at SSP’ is at the heart
of our People Strategy, focusing on promoting a highly
inclusive workplace and valuing the skills and
uniqueness brought by every colleague and every team
in the business, while embedding a high-performance
environment in which our people can thrive.
Potential impacts
Unplanned labour cost inflation erodes profitability
and puts pressure on the delivery of business plans.
Increased labour market regulation drives up costs
and can reduce workforce flexibility.
Increased unionisation and stronger, more active
unions also tend to increase costs, reduce workforce
flexibility and generate higher levels of litigation.
Failure to fully resource operations, particularly in the
high season, can impact sales, damage relationships
with clients and cause reputational damage.
Key mitigating actions and activities
The Group has invested in workforce management
technology in key markets to increase operational
efficiency and ensure compliance with regulatory
requirements.
The rollout of technology in units, such as digital
ordering and OAT, has in many cases reduced resource
requirements while substantially improving the
customer experience.
There is a strong focus on compliance with labour
laws and regulatory requirements in all markets,
with local teams supported from the centre by
specialists in employment law, human resource
management and compliance.
The importance of maintaining productive
relationships with unions is well recognised and
actively managed in those territories with high
levels of unionisation.
Increased labour costs can in some circumstances
be fully or partially mitigated through pricing and
menu engineering.
Risk management and principal risks continued
11. People – talent acquisition and retention,
organisational structure and culture
12. Availability of labour and wage inflation
Oversight Forum(s)
Group Investment
Committee
Group Executive Committee
Oversight Forum(s)
Group Executive Committee
Group Risk Committee
Regional Risk Committees
Trend
Trend
Link to our strategy:
Prioritising high-growth markets
Enhancing business capabilities
to drive growth and performance
Driving operational efficiencies
Link to our strategy:
Prioritising high-growth markets
Enhancing business capabilities
to drive growth and performance
Driving operational efficiencies
Corporate governance
Financial statements
Strategic report
Overview
84
SSP Group plc Annual Report 2024
Viability statement
SSP Group’s operations are managed on a regional
basis and are primarily focused on the airport and
railway station food and beverage sales markets.
As detailed on pages 12-15 (‘Understanding the
travel F&B market’), the markets in which we
operate benefit from a number of long-term
structural growth drivers and we are confident
that this will remain the case looking forward. Our
business model is focused on meeting the food
and beverage needs of our clients and customers
in the complex and challenging environments in
which we operate. As explained further on page
16, SSP has a number of competitive advantages
that we believe place us in a strong position to
capitalise on the future growth in our markets.
The UK Corporate Governance Code requires that
the Board issue a Viability Statement confirming
that it has a reasonable expectation that the
Company can operate and meet its liabilities for
the foreseeable future. The Board is required to
assess this viability over a period of greater than
twelve months, taking into account a number of
key factors, including its principal markets, its
business model and its strategy as outlined
above, together with its current position and
principal risks and uncertainties.
The Directors have assessed the Group’s
prospects and viability over a planning cycle
ending in 2027. The Directors believe that
forward planning over this time horizon is
appropriate, particularly as this covers the period
in which the rollout of the Group’s secured new
business pipeline is expected to be completed.
This three-year period also aligns to the Group’s
annual strategic review exercise conducted
within the business and reviewed by the Board.
The assessment process
The Directors perform an assessment of the
Group’s prospects through its annual strategic
and financial planning process. This process is
led by the CEO and the Deputy CEO and CFO in
conjunction with the Executive Committee and
the country management teams. The results of
the assessment are then summarised within the
strategic plan (the Medium Term Plan or ‘MTP’),
which is discussed and approved by the Board
annually. The most recent MTP, which included
detailed forecasts for the period from 2025
to 2027, was approved in July 2024.
In conjunction with the MTP, the Directors
have assessed the prospects of the Group by
reference to its current financial position, its
recent and historical financial performance, its
business model and strategy, and the principal
risks and mitigating factors described on the
preceding pages. The Board regularly reviews
financial headroom and cash flow projections
to ensure that the business retains sufficient
liquidity to meet its liabilities in full as they
fall due.
At 30 September 2024, the Group had c.£847m
outstanding under its borrowing arrangements
and c.£558m of available liquidity, including cash
of c.£255m. The gross borrowings include
US Private Placement notes of c.£521m with
maturities between October 2025 and July 2031
and drawn bank facilities totalling approximately
£296m. These bank facilities have a maturity
date of July 2027. They include a committed
undrawn revolving credit facility of £300m,
with a maturity date of July 2028.
Based on the Group’s financing and available
liquidity, the Directors have reviewed the financial
forecasts and funding requirements looking
forward. Their assessment of viability is
outlined below.
Assessment of viability
For 2025, the Directors have reviewed
a base case scenario which is based on the
Board-approved 2025 Budget. The base case
scenario for 2025 reflects an expectation of
a further year-on-year improvement in revenue
in most of our key markets.
With some uncertainty surrounding the
economic and geo-political environment over
the next twelve months, a downside scenario has
also been modelled, applying severe but plausible
assumptions to the base case. This downside
scenario reflects a pessimistic view of the travel
markets for the next twelve months, assuming
sales that are approximately 5% lower compared
to the base case scenario. In 2026 and 2027,
revenue is also assumed to be lower in the
downside scenario by approximately 5%
compared to the base case.
Corporate governance
Financial statements
Strategic report
Overview
85
SSP Group plc Annual Report 2024
Viability statement continued
In both the base case and the downside case the
Group would continue to have sufficient liquidity
headroom based on the cash and available
facilities as described above.
The Group must comply with covenants testing
leverage (maximum 3.25 times) and interest
cover (minimum 4.0 times), each tested biannually
at the half year and year end. In both its base case
and its severe but plausible downside case, the
Group would have headroom against each of
these covenant tests at all testing dates during
the period of assessment.
In addition to the uncertainty posed by the current
macro-economic and geo-political environment,
the Directors recognise that other risks exist
which could have an impact on the viability of
the Group. As a result, the Directors place a high
degree of importance on maintaining an effective
Group-wide risk management framework, which
ensures a disciplined approach to risk taking.
Such an approach ensures that the upside
potential of all relevant risks is understood
and capitalised upon as directed by the Board,
whilst the downside is appropriately mitigated.
The Group’s risk management process and its
effectiveness thereof are detailed on pages 72-78.
The Directors have also performed a robust
assessment of the Group’s emerging and principal
risks, which can be found on pages 79-84.
The risks are listed in order of priority. The risk
descriptions explain why the related risks are
important, and the Directors believe that the
corresponding mitigating factors adequately
address each risk, such that any residual risk
falls within the Board’s risk tolerance.
Governance and Assurance
As noted above, the Board reviews and approves
the medium-term plan on which this Viability
Statement is based. The Board also considers the
period over which it should make its assessment of
prospects and the Viability statement. The Audit
Committee supports the Board in performing this
review. Details of the Audit Committee’s activity
in relation to the Viability statement is set out in
the Audit Committee report on pages 118-125.
Viability statement
After reviewing the current liquidity position,
financial forecasts and considering the
uncertainties described above, 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 of their assessment to September 2027.
Going concern
As a consequence of the work performed
to support the viability statement above, the
Directors also considered it appropriate to adopt
the going concern basis in preparing the financial
statements and notes which are shown on
pages 161-220.
Corporate governance
Financial statements
Strategic report
Overview
86
SSP Group plc Annual Report 2024
Policies, guidance and standards which govern our approach
Additional information
Environmental
matters
(including the
impact of the
Company’s
business on the
environment)
• Environment, Sourcing and Farm Animal Welfare Policy – sets out our approach to protecting
the environment, sourcing our ingredients and products responsibly and sustainably, and supporting
animal welfare.
• Supplier Code of Conduct – sets out the minimum standards we expect of our contracted suppliers,
covering human rights, product quality and food safety, environmental sustainability, farm animal
welfare and business integrity.
• Speak Up Policy – sets out how concerns about suspected wrongdoing or dangers at work can be raised,
how they will be investigated and protection and support for whistleblowers.
• Understanding our market – page 15
• Strategic priorities, Sustainability
– pages 27-28
• Stakeholder engagement
– pages 53-63
• Our net-zero transition and climate
risk management – pages 64-71
• Risk management and principal risks
– pages 72-84
• Key Board activities – page 99
• Sustainability Report – SSP website
Employees
• Colleague Code of Conduct – sets out the principles and standards that are expected of all colleagues
regardless of where they work.
• Group Diversity, Equity and Inclusion (DE&I) Policy – sets out our commitment to encouraging
diversity, equity and inclusion among our workforce, our partners and across the communities in which
we serve, eliminating unlawful discrimination.
• Global Safety Policy – describes our commitment to managing safety across our global operations
and sets out our Global Safety Standard and responsibilities.
• Speak Up Policy
• Data Privacy Strategy – For each of our markets in the UK and European Union we have Data Retention
and Privacy Policies in accordance with the EU General Data Protection Regulation 2016 (GDPR).
• Strategy – pages 18-31
• Non-financial KPIs – page 33
• Stakeholder engagement
– pages 53-63
• Corporate Governance Report
– pages 88-161
• Risk management and principal risks
– pages 72-84
• Directors’ Report – pages 156-159
• Sustainability Report – SSP website
Social Matters
• Community Engagement Policy – sets out our intent to make the communities in which we work
better places to live and do business, and to support local communities for their mutual benefit.
• Data Privacy Strategy
• Supplier Code of Conduct
• Strategy – pages 18-31
• Stakeholder engagement
– pages 53-63
• Sustainability Report – SSP website
Respect for
human rights
• Human Rights Policy – sets out our minimum global standards for protecting human rights.
• DE&I Policy
• Supplier Code of Conduct
• Speak Up Policy
• Modern Slavery Statement – sets out the steps we have taken to prevent modern slavery
in our business and supply chains.
• Strategy – pages 18-31
• Stakeholder engagement
– pages 53-63
• Nomination Committee Report
– pages 108-117
• Sustainability Report – SSP website
Anti-corruption
and anti-bribery
and prevention of
facilitation of tax
evasion matters
• Anti-Bribery and Anti-Corruption Policy – sets out our policy against bribery and other corrupt
practices and the standards and procedures required to ensure compliance with the policy
and all relevant laws in the countries in which the Group conducts business.
• Colleague Code of Conduct
• Speak Up Policy
• Prevention of facilitation of Tax Evasion Policy – sets out our policy against tax evasion
and the procedures required for policy and legal compliance.
• Suppliers – page 61
• Risk management and principal risks
– pages 72-84
• Corporate Governance Report: culture
– pages 102-103
• Audit Committee Report
– pages 118-125
Description of principal risks
and impact of business activity
• Risk Management – pages 72-78
• Principal risks – pages 79-84
• Business model – pages 16-17
Description of our business model
and non-financial KPIs
• Business model – pages 16-17
• Strategy – 18-31
• KPIs – pages 32-33
Climate-related financial disclosures
• Our net-zero transition and climate
risk management – pages 64-71
• Governance framework – page 96
• Sustainability Report – SSP website
In accordance with the requirements of
section 414CA and 414CB of the Companies
Act 2006, the table opposite sets out where
stakeholders can find information relating
to non-financial and sustainability matters.
Our Sustainability Report provides further
disclosure on environmental and social matters,
including, for example, our human rights due
diligence processes on pages 48-49. See our
Sustainability Data Book for all our yearly data
performance, reporting boundaries, scope and
definitions, as well as a description of key policies.
Further information, including links to our key
policies, can also be found on our website at
www.foodtravelexperts.com.
The Strategic Report, as set out on pages 6-87
has been approved by the Board and signed
on its behalf by:
Fiona Scattergood
Group General Counsel and Company Secretary
2 December 2024
Non-financial and sustainability information statement
Corporate governance
Financial statements
Strategic report
Overview
87
SSP Group plc Annual Report 2024
Corporate governance
In this section, we set out how our corporate
governance framework ensures transparency,
accountability, and ethical conduct across all
levels of our organisation and how our governance
practices support sustainable value creation and
drive long-term performance.
89 Letter from the Chair
90 Governance at a glance
92 Board of Directors
94 Expanding Board expertise
95 Group Executive Committee
96 Governance framework
97 Division of responsibilities
98 How the Board operates
99 Board activities in the year
100 Interacting with our Stakeholders
101 A message from our ENED
102 How the Board monitors
and assesses culture
104 Board decision-making in action
105 Compliance with the UK
Corporate Governance Code
108 Nomination Committee Report
118 Audit Committee Report
126 Remuneration Committee Report
156 Directors’ Report
160 Directors’ responsibility statement
Remuneration Committee
Nomination Committee
Audit Committee
118
108
126
Aligns executive
compensation with
performance and
strategy to drive
long-term success.
Ensures the integrity of
financial reporting and
oversees our internal
controls framework to
safeguard our growth.
Drives board
composition and
succession planning
to ensure strong and
diverse leadership.
Corporate governance
Financial statements
Strategic report
Overview
88
SSP Group plc Annual Report 2024
Letter from the Chair
Dear Shareholder,
As discussed in my Chair’s statement on pages 7-8
of this Annual Report, we’ve had a good year, but
not one without challenges. While we have done
much to advance our strategy and build a better
SSP, from which we have enhanced our strong
platform to generate returns, in certain parts of
our business, notably in Northern Europe, financial
performance did not meet our expectations,
which has led to a higher degree of scrutiny from
our shareholders. We are now focussed on driving
returns from the high level of investments we’ve
made as well as addressing our performance
issues in Continental Europe and more particularly,
Northern Europe with a robust plan which is
already underway. We have pivoted our Board
agenda to reflect this revised focus.
As we move forward, the Board remains
committed to delivering our long-term strategy
for the benefit of all stakeholders and believes
that our strong governance framework will enable
us to do this in a way which delivers long-term
sustainable growth and returns.
We continue to recognise the importance of
engaging with, and considering the interests of,
all our stakeholders. This year we have maintained
our robust stakeholder engagement at Group and
market levels through various Board and business
channels, enabling us to listen, understand and
respond to the diverse voices that shape our
agenda. We have listened closely to the views
of our shareholders, particularly after our
interim results, and through a series of investor
meetings with me, the Remuneration Committee
Chair and executive directors, we have been able
to discuss and understand their concerns and
set out our near and medium term plans and
re-iterate our belief in the long-term potential
of SSP. More information on how we have
engaged with our stakeholders this year,
the outcomes of these engagements and how the
Board has considered their interests can be found
on pages 53-63 and 102.
Embedding our robust control framework
The Board is strongly of the view that the
best performing businesses are those with
the strongest and best embedded controls.
Therefore, with the revised Corporate
Governance Code requirements ahead of us,
the Board and Audit Committee have focused
this year on ensuring we have the right processes,
practices and policies in place to ensure we
continue to maintain a robust and effective
system of controls to support the delivery of our
refocused strategic plans. As part of this, led by our
new Group Director of Risk & Assurance, we have
a new Group Risk Management Framework which
embeds risk appetite into our risk management
process and which has led to the introduction
of regional risk committees across the Group.
This enhanced risk framework supports our
colleagues across the organisation by equipping
them with the knowledge and understanding
of the risks facing our business, how they
can be managed and how they are escalated.
More information can be found on pages 72-84.
Remuneration Policy
We understand the importance of aligning
our executive pay structure with financial
performance delivery and our strategic
objectives. While not a policy year, after a
shareholder consultation, we have evolved our
approach to variable pay and long term incentive
policy to be more performance and returns driven.
So while our current remuneration policy received
strong shareholder support at the 2024 AGM,
we are proposing a new policy for approval at
the 2025 AGM. More information can be found
on page 126.
Board performance
Each year we undertake a review to ensure that
the Board, its committees and each Director is
continuing to operate and perform effectively
and to identify areas for continued development
and future focus. This year’s performance review,
which was externally facilitated, highlighted the
Board’s collaborative approach and the way in
which it brings together a balance of diverse skills,
expertise, backgrounds and perspectives that
are essential to effective decision-making. You
can read more about the review, which reinforces
our commitment to fostering a high-performing
Board, on pages 114-115.
Board changes
As announced in November 2024, we are
delighted that Karina Deacon will join the Board
as Non-Executive Director and member of the
Audit and Nomination Committees with effect
from 1 January 2025. Karina’s strong financial
background, non-executive experience and
European outlook will both broaden our skillset and
strengthen our decision making. You can read more
on page 94. Kelly Kuhn has decided she will not
stand for re-election as Non-Executive Director
at the 2025 AGM. I would like to thank her for her
service and valuable contribution to the Board and
Audit and Nomination Committees during her time
at SSP. We wish her well for the future.
I am pleased to present the following Corporate
Governance Report and look forward to using our
governance led approach to drive improved and
consistent performance across our business.
Mike Clasper
Chair
2 December 2024
We continue to recognise the
importance of engaging with,
and considering the interests of,
all our stakeholders. This year
we have maintained our robust
stakeholder engagement at
Group and market levels, enabling
us to listen, understand and
respond to the diverse voices
that shape our agenda.
Corporate governance
Financial statements
Strategic report
Overview
89
SSP Group plc Annual Report 2024
The Board believes that good governance is
key to driving our performance, and to delivering
long-term sustainable success for the Company
and for our stakeholders. This Corporate
Governance Report (which forms part of the
Directors’ Report) details the Board’s approach
to corporate governance and provides an overview
of the activity of the Board and its Committees
this year.
strategic
delivery
How SSP’s governance supported
Governance at a glance
• Reviewed the Group strategy and determined
that while it continues to be appropriate, our
focus for the next year will be on optimising
performance, driving margin growth and
delivering strong returns on our investments.
• Evaluated acquisition opportunities and new
market entries for strategic growth; approving
acquisitions in North America and Asia Pacific
and expanding into two new markets.
• Completed an external evaluation of Board
effectiveness and agreed a development plan.
• Engaged with shareholders and led a
consultation on our Remuneration Policy,
to ensure continued alignment with
shareholder expectations.
• Strengthened our internal controls and risk
management capability and framework, better
placing us to identify risk and opportunities
within the business.
• Monitor and oversee the delivery of our
medium-term plan and realisation of returns
on significant investments including new
acquisitions and market entries.
• Continue to oversee efficiencies to optimise
performance and cost-effectiveness.
• Promote and foster a culture of
high-performance and accountability.
• Embed our new risk management framework
and ensure effectiveness of controls.
• Continue to engage with shareholders to
ensure our long-term incentives align with
their expectations and supports the delivery
of our strategic ambitions.
Our strategic and risk based planning of the
Board’s forward agenda ensures that the Board
can dedicate its time to the matters important
to our long-term success and that appropriate
balance is given to strategic, operational, financial
and governance agenda items. We build flexibility
into the agenda to enable us to consider
important topics in a timely manner.
Our highlights in 2024
Our priorities for 2025
How the Board spent its time
in 2024
Corporate governance
Financial statements
Strategic report
Overview
90
SSP Group plc Annual Report 2024
Our Board at a glance
The below matrix sets out the expertise of
our Board mapped against the skills we believe
necessary to deliver our strategy. This matrix is
reviewed annually by our Nomination Committee
to ensure the Board continues to have the
right combination of skills required to meet
current and future challenges, and provides
a structured approach to identifying the
Board’s composition needs.
Experience
Number of
Board members with
relevant experience
Executive and
strategic leadership
8/8
Financial accounting,
corporate finance
4/8
Consumer/retail
7/8
Food and beverage
5/8
Travel/airports/rail
4/8
International experience
8/8
HR/People
4/8
Governance
4/8
Risk and compliance
(including Health and Safety)
4/8
Digital
3/8
Sustainability
(including climate and diversity)
4/8
Mergers and acquisitions,
including integration
6/8
More information on our Directors can be found
on pages 92-93 and the review of skills on page 112.
Skills and experience
We recognise the importance and value of
diversity, including diversity of experience, gender,
ethnicity, age, sexual orientation, disability and
educational, professional or socio-economic
backgrounds and believes this is crucial,
not only in the business generally, but also with
respect to the composition of the Board in driving
good decision-making. Our Board fully complies
with the specified diversity targets under
UK Listing Rule 6.6.6R(9).
Diversity
The independence of our Non-Executive
Directors is an important part of our governance
framework, bringing unique perspectives and
providing objective and constructive challenge.
The Chair was considered independent on
appointment in accordance with the criteria
under provision 10 of the Code and all other
Non-Executive Directors who shall put
themselves forward for reappointment at the
2025 AGM are considered by the Board to be
independent. The Board regularly reviews the
independence of each Non-Executive Director.
Independence
More information on the Board’s approach to diversity
and inclusion can be found on pages 114-115.
Gender diversity
on Board
Men 50%
Women 50%
Gender diversity in
senior Board positions
Men 3
Women 1
Ethnic diversity
White 7
Indian 1
Nationality
British 4
American 2
Irish 1
Singaporean 1
1
Chair (independent on appointment)
2
Executive Directors
5
Independent Non-Executive Directors
More information on our governance framework and
division of responsibilities can be found on pages 96-97.
Meeting attendance
Director
Date appointed
as Director
Number of
meetings
attended
Mike Clasper
1 November 2019
10/10
Patrick Coveney
31 March 2022
10/10
Jonathan Davies
16 June 2014
10/10
Carolyn Bradley
1 October 2018
10/10
Tim Lodge
1 October 2020
10/10
Judy Vezmar
1 August 2020
9/10
Kelly Kuhn
1 January 2022
10/10
Apurvi Sheth
1 January 2022
10/10
Our usual September meeting was held at the beginning of October.
This has been included for consistency with prior years.
Corporate governance
Financial statements
Strategic report
Overview
91
SSP Group plc Annual Report 2024
Board of Directors
Our Board brings a diverse range of experience, skills and background to the Group’s
decision-making. All Board members have considerable leadership experience at
global businesses and institutions. Our Board members’ biographies demonstrate
the contribution each Director makes to the Board and the continued development
and delivery of our strategic priorities.
Mike Clasper CBE
Chair
Nationality: British
Date of Appointment:
1 November 2019 as a
Non-Executive Director
and 26 February 2020
as Chair
Patrick Coveney
Group CEO
Nationality: Irish
Date of appointment:
31 March 2022
Jonathan Davies
Deputy Group CEO and CFO
Nationality: British
Date of appointment:
2004 as CFO and
1 September 2021 as
Deputy Group CEO & CFO
Carolyn Bradley
Senior Independent
Non-Executive Director (SID)
Nationality: British
Date of appointment:
1 October 2018 as a
Non-Executive Director
and 21 February 2019 as SID
N
Key skills and contribution
Mike is a highly capable industry leader with extensive
sector experience, and his expertise in the airport and
aviation services industries has proven especially valuable.
He believes high corporate governance standards are vital
for a well-run, successful board and business, and that our
Board should lead by example in driving culture. With a
CBE for services to the environment, ensuring SSP’s
continued sustainability is of utmost importance to
Mike and is a matter he sees as the responsibility of the
full Board. His leadership and business insights have been
critical in guiding the Board through a year with increased
focus on performance delivery. Mike has also played a key
role in driving governance improvements through our
enhanced controls and risk agenda.
External appointments
Chair of Bioss International Ltd, Trustee of Heart
Cells Foundation, Advisory Board member for Arora
International and member of The Vice Chancellor’s
Circle at the University of Sunderland.
Previous experience
Mike was formerly CEO at BAA plc, Operational Managing
Director at Terra Firma Capital Partners Limited, and held
various senior management roles at Procter & Gamble.
He was also formerly the Chair of Coats Group plc,
HM Revenue & Customs and Which? Limited, and Senior
Independent Director of Serco Group plc and ITV plc.
Key skills and contribution
Patrick is a strong and strategic leader with extensive
industry knowledge. He spent 14 years as CEO at leading
convenience food producer Greencore Group plc, as well
as holding non-executive positions at various food and
beverage companies. Through his executive career,
Patrick has demonstrated a strong track record of
delivering sustainable long-term growth and driving
performance. Patrick’s combination of strong
communication skills, business acumen and a deep
understanding of what companies need to deliver for
stakeholders make him well-placed to lead SSP in the next
phase of performance delivery. His external non-executive
role augments his strong board-level experience and
brings fresh external insights to board discussions.
External appointments
Non-executive director of OFI Group Limited.
Previous experience
Patrick spent 14 years as Group CEO of Greencore
Group plc, having joined in 2005 as CFO. Prior to this,
he spent nine years at McKinsey & Company in Europe and
North America, latterly as Managing Partner for Ireland.
Patrick was previously Non-Executive Director at Glanbia
plc, Chair of Core Media and President of the Institute of
Grocers and Distributors, as well as spending four years
as the Chair of the Commercial Board for Munster Rugby.
Key skills and contribution
Jonathan’s three decades working in retail and FMCG
companies brings extensive financial, strategic, and
commercial experience to the Board. Jonathan’s tenure
of over 20 years at SSP gives him a deep knowledge of
the business which is complemented by his external
non-executive experience. This, together with his capital
markets experience, enables him to provide clear financial,
operational, and strategic oversight to SSP in delivering
against our strategy. This expertise continues to be vital
to the Group as we look to generate returns from our
recent growth investments and drive strong operation
execution to enhance margins.
External appointments
Senior Independent Director and Chair of the Audit
Committee of Assura plc.
Previous experience
Jonathan began his career in Unilever plc’s management
development programme before joining OC&C as a
start-up, where he was part of its rapid growth and
development to become a leading international consulting
firm. Jonathan then spent nine years at Safeway plc (with
five years on the Executive Board as Finance Director).
A R N
Key skills and contribution
Carolyn’s extensive experience in executive and
non-executive marketing and retail roles brings a strong
consumer emphasis to the Board. Over the year, she has
continued to drive the focus on stakeholder interests
and has led our engagement with shareholders on how
to better align our remuneration policy with high quality
performance and strategic delivery through her role
as Senior Independent Director and Remuneration
Committee Chair. As Senior Independent Director, Carolyn
provides strong support to the Chair in the development
and review of the Board including in the year, through the
recruitment of our new Non-Executive Director.
External appointments
Non-Executive Director at Majid Al Futtaim Retail LLC
and The Mentoring Foundation and Advisory Board member
of Cambridge Judge Business School.
Previous experience
Carolyn spent over 25 years at Tesco, in various operating,
commercial and marketing roles. She was also formerly
a Non-Executive Director of Legal & General Group plc
and B&M European Value Retail S.A., Senior Independent
Director at Marston’s plc and Trustee and Deputy Chair
at Cancer Research UK. Carolyn stepped down from her
former position as Chair of TheWorks.co.uk plc in July 2024.
A
Audit Committee
R
Remuneration Committee
N
Nomination Committee
Chair
Corporate governance
Financial statements
Strategic report
Overview
92
SSP Group plc Annual Report 2024
A N
Key skills and contribution
Tim is an experienced former public company CFO
with a strong financial, accounting and audit committee
background. He has significant international commercial
experience in businesses with complex global operations
and supply chains in the food and beverage sector. Tim’s
recent and relevant financial knowledge and experience
along with his considerable insight on risk, controls and
business transformation projects position him well to
promote our strategic and financial resilience and to guide
our compliance with the control requirements of the new
Corporate Governance Code.
External appointments
Non-Executive Director and Chair of the Audit Committee
of Serco Group plc, Senior Independent Director at
Arco Limited and, with effect from 1 January 2025,
Non-Executive Director at Howden Joinery Group Plc.
Director of An African Canvas (UK) Limited and Trustee
of Gambia School Support.
Previous experience
Tim spent 26 years at Tate & Lyle plc in various finance
roles, including six years as CFO. He subsequently held CFO
roles with the COFCO International group. Tim has also
been a Non-Executive Director and Audit Committee Chair
at Aryzta AG and Chair of the Management Committee
of The Worshipful Company of Cordwainers.
R N
Key skills and contribution
Judy has extensive knowledge of running complex
international businesses, bringing significant expertise
to the Board in the field of data and analytics, which in
turn supports the Board in its continued investment in
technology and automation. Judy’s strong people focus
is the foundation for her role as Designated Non-Executive
Director for Workforce Engagement, where she supports
the Board in promoting the employee voice in the boardroom
and cascading the Company’s culture from the Board
throughout the business.
External appointments
Founding investor and advisor to Gypsy Bean Coffee
Roasters in the USA.
Previous experience
Judy was previously CEO of LexisNexis International. Prior
to that, she held several executive leadership roles within
the Xerox Corporation in the USA and Europe. Judy has also
been a Non-Executive Director of Rightmove plc, serving
on its Nomination, Audit and Remuneration Committees
and Non-Executive Director and Remuneration Committee
Chair of Ascential plc.
A N
Key skills and contribution
Kelly brings substantial business experience from her
executive roles in the travel sector. She combines
international P&L expertise with commercial acumen
and a strong consumer focus. Kelly’s extensive experience
in customer engagement across multiple markets is a
valuable addition to the Board as it continues to deepen its
relationships with stakeholders. Kelly’s strong background
in executive sponsorship of responsible business efforts,
including environmental and DE&I, supports the Board
as it embeds its sustainability and people strategies.
External appointments
Non-Executive Director and Chair of the Remuneration
Committee of ISS A/S and Non-Executive Director at
Computacenter plc. Advisor to CWT (formerly Carlson
Wagonlit Travel) and the McChrystal Group. Advisory
Board Member of WINiT and a member of various other
networks which promote women in the travel sector,
and diversity.
Previous experience
Kelly spent 30+ years in various roles at CWT, including
as Executive Vice President and Chief Customer Officer,
President of the EMEA and Asia Pacific businesses, and
President for the company’s Military & Government division.
She also served as President and Chief Operating Officer
at both Navigant International and Arrington Travel Center
before they were acquired by CWT and was previously
a Non-Executive Director at LaSalle Hotel Properties.
R N
Key skills and contribution
Apurvi has extensive executive experience spanning
more than 30 years across international food and beverage
companies. Having spent the majority of her career in India
and Southeast Asia, she has strong knowledge of the
region and emerging markets where she has broad
M&A experience, providing great insight as we integrate
our recently acquired businesses. Apurvi’s breadth of
executive experience, born out of her accounting and
commerce background, and focus on innovation and
value creation complement the Board’s existing skills
and experience as it looks to drive performance and margin
across the business. Apurvi has a Marketing Specialism
in her MBA and is also passionate about the DE&I agenda.
She is a leader of Women’s forums and a trainer in a local
talent organisation.
External appointments
Non-Executive Director and member of the Audit Committee
at Intertek plc. Strategic Advisor to various companies in
Southeast Asia and India, across a wide range of sectors
including food and beverage, retail and technology.
Previous experience
Apurvi spent 13 years in various roles at Diageo plc including
Managing Director, Southeast Asia. She has also served
as Marketing Director, APAC at PepsiCo International,
Marketing Director of India at Coca-Cola and held various
roles at Nestle SA. Apurvi previously served as a
Non-Executive Director of Heineken Malaysia BHD.
Tim Lodge
Independent
Non-Executive Director
Nationality: British
Date of appointment:
1 October 2020
Judy Vezmar
Independent Non-Executive
Director, Designated NED
for Workforce Engagement
Nationality: American
Date of appointment:
1 August 2020
Kelly Kuhn
Independent Non-Executive
Director
Nationality: American
Date of appointment:
1 January 2022
Apurvi Sheth
Independent Non-Executive
Director
Nationality: Singaporean
Date of appointment:
1 January 2022
A
Audit Committee
R
Remuneration Committee
N
Nomination Committee
Chair
Board of Directors continued
Corporate governance
Financial statements
Strategic report
Overview
93
SSP Group plc Annual Report 2024
Expanding Board
expertise
As announced in November 2024, we are
pleased to announce the appointment of
Karina Deacon as independent Non-Executive
Director of the Company with effect from
1 January 2025. Karina will also be a member
of the Audit and Nomination Committees.
This appointment is a result of a robust
recruitment process which commenced
following the Nomination Committee’s annual
review of Board composition and succession
plan, which recommended the appointment
of an additional Non-Executive Director.
We are delighted to welcome
Karina. Her strong financial
experience and relevant travel
and services industry insight
will bring additional breadth
and diversity to the Board as
we focus on delivering our
strategic priorities.
Mike Clasper
Chair
Karina Deacon
Non-Executive Director
Nationality: Danish
Date of Appointment:
Appointed as
Non-Executive Director
with effect from
1 January 2025
A N
Key skills and contribution
Karina is an experienced leader with a strong financial
background and significant experience in travel and
services industries aligned with SSP’s markets. Having
worked in leadership roles within complex, international
companies, Karina brings valuable industry experience
across numerous areas including finance, business
transformation, capital markets, M&A, strategy planning
and risk management. She will also bring additional breadth
and diversity to the Board as it focuses on delivering
SSP’s strategic priorities.
External appointments
Non-Executive Director and Chair of the Audit Committee
of Norwegian Air Shuttle ASA, an airline company listed on
the Oslo Stock Exchange. Non-Executive Director and Chair
of the Audit Committee of VELUX A/S, a Danish-based
manufacturer of roof windows, and Non-Executive
Director of Maersk Training A/S.
Previous experience
Having started her career as an auditor with
PricewaterhouseCoopers, Karina held various management
positions at large, Danish-listed companies, spending
13 years with the facility management company ISS A/S,
four years as Group CFO of the cleaning equipment
manufacturer Nilfisk A/S, as well as four years as CFO
of Saxo Bank A/S. Karina was also Group CFO of the
shipping and logistics company DFDS A/S.
• Russell Reynolds was engaged to assist
with the recruitment process. Other than
in relation to prior and ongoing Director
recruitment processes, they have no
relationship with the Company or any
of its Directors.
• A longlist of candidates was assessed
against a set of objective criteria by the
Chair and Group CEO, supported by the
Group General Counsel & Company
Secretary and Director of Talent
and Inclusion.
• The Nomination Committee considered
the skills and experience of the candidates,
including consideration of their other
commitments, to ensure that they
would have sufficient time to devote
to the position.
• After due consideration, and on the
recommendation of the Nomination
Committee, the Board approved the
appointment of Karina Deacon as a
Non-Executive Director with effect
from 1 January 2025.
4
Appointment
2
Undertaking the search
• A shortlist of candidates was agreed, having
regard to our Board Diversity Policy, and
considered by the Nomination Committee.
• The preferred candidates were interviewed
by the Chair, Group CEO, Deputy Group
CEO & CFO, Senior Independent Director,
Chair of Audit Committee and the
General Counsel & Company Secretary.
The preferred candidate also met with
the ENED as part of the process.
3
Selection process
1
Agreeing the specification
• Considering the outcomes of the review
of Board composition, which included
consideration of the skills, knowledge,
independence, experience and diversity
of the existing Board, the Nomination
Committee identified that recent and
relevant financial expertise, increased
geographic diversity and experience in
airports were key areas for the Board.
Recognising the difficulty in proceeding
with too broader search, the Nomination
Committee agreed to focus the brief
on the first two areas.
More information on the review of the composition
of the Board can be found on page 112.
Our NED recruitment process
Our new NED
Corporate governance
Financial statements
Strategic report
Overview
94
SSP Group plc Annual Report 2024
Group Executive
Committee
The Group Executive Committee is responsible
for our day-to-day management and ensures all
Board decisions are implemented effectively,
including the Group strategy. The Group
Executive Committee identifies and executes
strategic opportunities and regularly reviews our
operational performance and strategic direction.
GEC tenure at SSP
15+ years 3
10-15 years 3
5-10 years 3
0-5 years 5
Sukh Tiwana
Chief Procurement Officer
Jon Wood
Chief Technology Officer
Patrick Coveney
Group CEO
Jonathan Davies
Deputy Group
CEO and CFO
Michael Svagdis
CEO Americas
Kari Daniels
CEO UK & Ireland
Satya Menard
CEO Continental Europe
Mark Angela
Chief Business
Development and Strategy
Officer, CEO EEME
Jonathan Robinson
CEO Asia Pacific
Jeremy Fennell
Group Chief Operating
Officer
Ann-marie Murphy
Chief People Officer
Fiona Scattergood
Group General Counsel
and Company Secretary
Sarah John
Corporate Affairs Director
Miles Collins
Director of Group Finance
More information
on our executive
committee and their
biographies can be
found on our website.
Read Patrick
and Jonathan’s
biographies on page 92
of this report.
Corporate governance
Financial statements
Strategic report
Overview
95
SSP Group plc Annual Report 2024
Group Executive Committee
Matters not specifically reserved to the Board and its Committees under their terms of reference, or for shareholders in general meetings, are delegated to the Group CEO
who is supported by the Group Executive Committee. The Group CEO then reports back to the Board on activity carried out by the Group Executive Committee.
Board of Directors
The role of the Board is to promote our long-term success by setting a clear purpose and strategy for delivering long-term sustainable value for our stakeholders.
It sets the governance and culture of the Group and has ultimate responsibility for its management, direction and performance.
• Determines our strategic development, oversees the implementation
of the strategy and monitors performance against its delivery.
• Establishes and promotes our purpose, values and strategy.
• Monitors our culture and ensures that workforce policies and practices
are consistent with our values.
• Ensures we understand and meet our obligations to our stakeholders.
• Maintains our risk management and internal control systems, including
oversight of cyber risk and approval of cyber security procedures.
• Sets our Sustainability Strategy and monitors performance against targets.
Board Committees
To maximise its effectiveness and ensure sufficient time and attention can be devoted to all key matters, the Board delegates certain responsibilities to three main Committees,
each comprised of independent directors. The Committees reports back to the Board at each meeting on their discussions, decisions and recommendations.
Operational Committees
Governance framework
Nomination Committee
• Reviews the Board’s structure, size and composition.
• Leads the search and selection process for new directors
and succession planning.
• Monitors diversity and inclusion.
• Evaluates the effectiveness of the Board.
Audit Committee
• Monitors the integrity of financial reporting.
• Reviews and advises on internal controls and risk management systems.
• Oversees external and internal audit function.
Remuneration Committee
• Sets the Executive Remuneration Policy.
• Ensures the policy aligns with strategy and culture.
• Reviews workforce remuneration policies.
Group and Regional Risk Committees
• Reviews and advises on the risk
and control environment.
• Ensures operation of a robust and effective
risk management and assurance framework.
Group Investment Committee
• Oversees SSP’s investment objectives.
• Manages and implements SSP’s investment policies.
• Conducts post-investment reviews.
Treasury Committee
• Agrees and implements the Group’s treasury policies.
• Oversees the Group’s treasury activities.
Disclosure Committee
• Oversees the disclosure of market sensitive
information and other public announcements.
Sustainability Steering Committee
• Oversees delivery of the Group’s Sustainability
Strategy and targets.
• Considers sustainability impacts, risks
and opportunities.
Group Inclusion Council
• Oversees delivery of the Group’s DE&I Policy
and framework.
Group Safety Committee
• Oversees delivery of the Group’s Safety Policy
and framework.
Non-Financial Reporting Steering Committee
• Oversees non-financial reporting requirements
and regulations.
• Oversees alignment with TCFD recommendations.
• Considers the impact of climate-related risks
and opportunities.
Corporate governance
Financial statements
Strategic report
Overview
96
SSP Group plc Annual Report 2024
Division of
responsibilities
The roles of Chair, Senior Independent
Director and Group CEO are held by
separate individuals with clearly defined
responsibilities, set out in writing and
regularly reviewed by the Board.
The Division of Responsibilities can be found
on our website at www.foodtravelexperts.com
Chair
• Guides the Board in shaping strategy,
ensuring alignment with our purpose.
• Sets the Board agenda, in
consultation with the Executive
Directors and Group General Counsel
& Company Secretary, which is
focused on strategy, performance,
value creation, culture, stakeholders
and accountability, and ensuring that
issues relevant to these areas are
reserved for Board decision-making.
• Promotes a culture of openness and
debate and fosters relationships
based on trust, mutual respect
and open communication.
• Ensures that the views of all
stakeholders are understood and
considered appropriately in Board
discussion and decision-making.
Group CEO
• Leads the Group Executive Committee in the day-to-day management of the
Group, to pursue our commercial objectives and to develop, execute and deliver
our strategy and to drive performance.
• Sets an example to our workforce, communicating to them the expectations
of our culture, and ensuring that operational policies and practices drive
appropriate behaviour.
• Facilitates effective communication between the Board and the Group
Executive Committee, and ensures significant operational and market matters
are communicated to the Non-Executive Directors on a timely basis.
• Oversees our relationships with all stakeholders, including customers, clients,
brand partners, joint venture partners, suppliers and the communities in which
we operate.
General Counsel & Company Secretary
• Ensures the Directors have access to the information needed to perform their roles.
• Advises and keeps the Board updated on legal and corporate governance matters, including the UK Corporate Governance Code and Listing and Transparency Rules.
• Ensures compliance with Board procedures and provides support to the Chair, including coordinating Board performance evaluations and inductions for new directors.
• Oversees the Group’s legal, risk & compliance and company secretarial functions.
Senior Independent Director (SID)
• Provides a sounding board for
the Chair, and supports delivery
of the Chair’s objectives.
• Serves as an intermediary between
the Chair and the rest of the Board
and, as necessary, the shareholders.
This includes attending meetings
with shareholders where necessary
in order to obtain a balanced
understanding of the issues
and concerns.
• Leads the appraisal of the
Chair’s performance with the
Non-Executive Directors.
Non-Executive Directors
• Provide independent oversight
and constructive challenge to the
Executive Management team.
• Help to develop proposals on
strategy, scrutinising performance
against agreed goals and objectives.
• Monitor the delivery of strategy
by the Executive Committee within
the risk and control framework set
by the Board.
• Satisfy themselves that internal
controls and external audit
processes are robust.
• Act as role models for our desired
culture and oversee our approach
to Diversity, Equity and Inclusion.
• Serve on Board Committees.
Deputy Group CEO and CFO
• Works with the Group CEO to develop, implement and achieve the Group’s
strategic objectives.
• Oversees delivery of Group performance and manages the Group’s financial
affairs, risk and controls framework and treasury and tax functions.
• Oversees capital expenditure proposals in line with the agreed approval criteria.
• Works with the Group CEO to develop the annual budget, business plans
and commercial objectives for approval by the Board.
• With the Group CEO and Corporate Affairs Director, oversees the Group’s
relationships and interactions with shareholders, lenders and other stakeholders.
Non-Executive Directors
Executive Directors
Group General Counsel & Company Secretary
Designated Non-Executive Director
for workforce engagement (ENED)
• Facilitates communication between
the Board, Group Executive
Committee and colleagues.
• Supports the Board in their
understanding of the perspectives,
concerns and needs of our
colleagues so that they can be
considered in decision-making.
• Undertakes a key role in succession
planning for the Board, together
with the Board Committees, Chair
and Non-Executive Directors.
Corporate governance
Financial statements
Strategic report
Overview
97
SSP Group plc Annual Report 2024
How the Board operates
Role of the Board
The Board’s role is to promote the long-term
sustainable success of the Company, generating
value for shareholders and contributing to the
wider society. The Board is responsible for
determining our purpose and strategy, and
ensuring we have the right culture to deliver
our objectives.
To ensure the Board maintains oversight of
the areas material to the delivery of our strategy
and purpose, the Board has a schedule of matters
reserved for its decision and formal terms of
reference for its Committees. These are reviewed
annually and are available to view on our website
at www.foodtravelexperts.com
The Board delegates management of the Group’s
day-to-day activities to the Group CEO with
support from the Group Executive Committee
who meet monthly. Below the Group Executive
Committee are operational committees such
as the quarterly Risk Committee and monthly
Sustainability Steering Committee. These
committees then report back to the Group
Executive Committee and the Board.
This structure of committees allows our
internal experts to undertake deep and detailed
assessment of issues that may affect the delivery
of the Board’s goals and objectives in line with the
policies set by the Board and is governed by our
Governance Framework, which maps where
accountability resides.
Committee meetings are held in advance
of Board meetings, providing time for in-depth
consideration of matters by the independent
Directors with the relevant skills and experience
to be a member. This supports and facilitates an
effective discussion at Board meetings, where the
Committee Chairs provide an update to the Board
on their discussions, highlighting key issues for the
Board’s attention and making recommendations
to the Board on matters requiring its approval.
A broader experience
Outside of meetings, the Board receives a
monthly update covering matters including
financial performance, business development,
safety reporting, progress against sustainability
targets and colleague KPIs.
The Chair and the Non-Executive Directors have
a programme of meetings both among themselves
and with various members of the Group Executive
Committee, and this includes both formal Board
meetings, training sessions and more informal
gatherings where the Board can see our operations
first-hand and engage with our workforce.
Led by the Senior Independent Director, meetings
between the Non-Executive Directors, both with
and without the presence of the Chair and the
Group CEO, are also scheduled in the Board’s
annual programme.
In addition to meetings and site visits, ahead
of scheduled Board meetings, the Chair and the
Non-Executive Directors meet for dinner with
a combination of the Non-Executive Directors,
the CEO and the full Board with the Group General
Counsel and Company Secretary. This enhances
Board dynamics by allowing Board members
to build relationships and share views in a more
informal setting.
Board and Committee meetings
The Board maintains a comprehensive schedule
of meetings with an annually approved forward
agenda, set to ensure appropriate balance is
given to strategic, operational, financial and
governance matters.
At each Board meeting, the Board receives:
• a comprehensive CEO performance update,
covering key highlights, developments and
challenges for the period along with proposed
priorities for the upcoming period;
• a safety update with incident data and trends;
• a performance and investor relations update;
• performance updates from senior management,
including regional CEOs, throughout the year;
• updates on areas of strategic importance, such
as our technology, customer, sustainability and
people strategies. As part of these discussions
the Board will consider potential risks to, and
opportunities for, our strategy;
• deep dive sessions on key focus areas,
supported as necessary by internal and external
experts. For example this year, the Board had
sessions with a food travel industry expert and
a leading capital markets lawyer to discuss the
updates to the UK listing regime;
• updates as necessary to ensure that
governance, risk, legal and regulatory matters
are considered and dealt with efficiently and
effectively. This includes regular compliance
reports, and an annual cycle of risk
management reviews;
• views on ongoing engagement with stakeholders,
including our investors, colleagues, customers,
joint venture partners and clients; and
• wherever practicable, food tastings
of unit menus.
In addition, once a year, the Board holds a Strategy
Day, attended by the Board and members of the
Group Executive Committee, as appropriate.
Conflicts of interest
Directors are required to disclose any actual
or potential conflict impacting themselves or any
person closely associated with them as it arises
for consideration, and if appropriate, for approval
by the Board. If a conflict arises, the Director will
absent themselves from any discussion or
decision relating to the conflict. Directors are
required to declare any interest or potential
interest at the outset of each Board and
Committee meeting.
Conflicts of interest, or situations of interests
that could potentially give rise to a conflict, are
recorded and reviewed by the Board annually.
None of the Non-Executive Directors who served
during the year had any material business or other
relationship with the Group. In addition, there
were no other matters likely to affect their
independence of character and judgement.
The Board maintains a
comprehensive schedule
of meetings with an annually
approved forward agenda,
set to ensure appropriate
balance is given to strategic,
operational, financial and
governance matters.
Fiona Scattergood
Group General Counsel & Company Secretary
Corporate governance
Financial statements
Strategic report
Overview
98
SSP Group plc Annual Report 2024
1. Strategy and operations
• Considered the Group’s
strategic priorities and
approved the strategy for
the 2025 financial year.
• Deep dives on each market
and other strategic matters.
• Considered the Group’s
M&A strategy and
approved acquisitions
in Australia, Canada
and the US.
• Approved entry into
new markets including
New Zealand, Indonesia
and Bulgaria.
• Received updates on the
Group’s progress against
its strategy throughout
the 2024 financial year.
• Received regular market
updates throughout
the year and reviewed
feedback from our
institutional investors.
Read about our strategy and operations on pages 18-31.
2. Performance
• Reviewed performance,
assessed the Group
prospects over the
medium-term and agreed
the budget for the 2025
financial year.
• Reviewed and, on the
recommendation of the
Audit Committee, approved
the half and full-year results
announcements, Annual
Report and Accounts.
• Approved an interim
dividend and recommended
payment of final dividend
for the year.
• Considered the Group’s
financing arrangements
and approved the issue of
the US private placement.
Read more about our financial performance on pages 42-52.
5. People, values and culture
• Following the appointment
of a new Chief People
Officer, reviewed our
people strategy and agreed
action plan for FY25.
• Considered feedback
from Global Colleague
Engagement Survey
and from the designated
Non-Executive for
Employee Engagement.
• Considered whistleblowing
and health and safety
updates.
• Assessed and monitored
workforce engagement
and culture.
Read about our people and culture on pages 102-103.
3. Appointments and remuneration
• Approved the appointment
of Carolyn Bradley for a
third term of three years.
• Reviewed shareholding
guidelines and attainment
for Non-Executive
Directors.
• Considered the
recruitment of a new
Non-Executive Director.
• Approved increases
to the Non-Executive
Director fees.
• Engaged with shareholders
and led consultation on
our remuneration policy,
to ensure continued
alignment with
shareholder expectations.
• Approved the appointment
of new Group Executive
members.
Read more about remuneration on pages 126-155.
6. Governance and sustainability
• Conducted Board
Evaluation.
• Received governance
and sustainability updates.
• Received updates on
progress against
sustainability targets.
• Considered preparedness
plans for the upcoming EU
Sustainability legislation.
• Reviewed and approved
amended governance
documents including
matters reserved for
the Board and terms
of reference.
• Received legal and
corporate governance
updates.
• Reviewed conflicts
of interest.
Read more about our approach to sustainability
in our 2024 Sustainability Report.
4. Risk, compliance and controls
• Considered the outputs
of the regional risk reviews,
and agreed the Group’s
principal risks for the year
and risk appetite.
• Approved an evolved risk
management framework.
• Considered updates to the
compliance framework.
• Considered risk as part
of strategic agenda items.
• Assessed the
effectiveness of the risk
management and internal
controls across the Group
including whistleblowing
and other compliance
processes.
• Considered plans for
compliance with the
controls regime under
the New Corporate
Governance Code.
• Evaluated the Group’s
approach to cyber security.
Read more about risk on pages 72-84.
Board activities in the year
Associated risks
Geopolitical and
macroeconomic events
Information security
Competition landscape
Health and safety
Product safety and quality
Expansion into
new markets
Sustainability
Supply chain and product
cost inflation
Legal and regulatory
compliance
Realisation of returns on
capital invested
People
Availability of labour and
wage inflation
Stakeholders
Customers
Colleagues
Investors and lenders
Clients
Joint venture (JV) partners
Brand partners
Suppliers
Communities,
NGOs and society
Governments
and regulators
Corporate governance
Financial statements
Strategic report
Overview
99
SSP Group plc Annual Report 2024
Interacting with
our Stakeholders
The Board has a well-established programme
of engaging with a wide range of stakeholders
who are key to successfully delivering our strategy.
An overview of the Group’s key stakeholders
and our engagement with them can be found
on pages 54-63.
Stakeholder updates, including insights on
investors, colleagues, customers, and clients, are
regularly presented, with specific contributions
from the Non-Executive Director responsible
for workforce engagement.
Board meetings at Group business locations
are scheduled during the year, to help all Board
members gain a deeper understanding of the
business and provide an opportunity to meet with
local management and stakeholders. This year,
the Board visited sites in the UK and Thailand,
where Directors met with colleagues, customers,
brand partners, clients and joint venture partners.
Shareholder engagement
The Board seeks to maintain continuous, meaningful
engagement with our shareholders. It receives
updates from the Group CEO, Deputy Group CEO
& CFO and Corporate Affairs team regarding key
Board visit to Thailand
The Board took part in a four-day visit to Thailand, for a deep dive into our
Asia Pacific region. Here, the Directors met with the local senior leadership
team, and received updates on the key opportunities and challenges in the
region. The Board also visited Suvarnabhumi International Airport, where
they met with colleagues, and the Non-Executive Director responsible
for workforce engagement held listening sessions with both frontline
colleagues and future women leaders from across the region. Additionally,
the Audit Committee Chair met with the local finance team. Our local
partners are an important part of our business model in Asia Pacific, and
the Board had the opportunity to meet with a number of our joint venture
partners and key clients in an informal setting to better understand their
perspectives and strengthen and develop our relationships.
issues affecting shareholders, as well as reports on
engagement activity both undertaken and planned.
The Chair seeks regular engagement with
shareholders and, along with the Non-Executive
Directors, is available to meet with major
shareholders as required.
During the year, we’ve stepped up our engagement
activity with our shareholders and our Chair has
held an increased number of one-to-one meetings
with our existing and prospective shareholders.
Our Remuneration Committee Chair engages
with major shareholders on remuneration matters
throughout the year. In particular this year, she led
a consultation with our shareholders to understand
their views on our long-term incentive plans and
on specific policy matters.
Our AGM also provides a valuable forum for our
Board to engage with our shareholders in person.
At this year’s AGM, the Directors answered
questions from shareholders and were available
to speak to our shareholders more informally
following the meeting. The Board also encouraged
shareholders who were unable to attend our AGM
to submit questions in advance by email.
Overview of interaction with stakeholders
November 2023
Results presentation and investor meetings. Designated Non-Executive
Director for Employee Engagement attended leadership conference in the US.
January 2024
AGM, Broker market briefing and US investor meetings. Waterloo site visit
with Starbucks coffee tasting and Colleague listening session.
February 2024
Thailand site visit, with colleague listening sessions, client and joint venture
meetings and industry briefing.
April 2024
Capital markets briefing. Attended SSP Foundation charity gala with suppliers
and other partners.
May 2024
Interim Results shareholder presentation and meetings. Individual investor
meetings with the CEO, and Chair and IR team.
July 2024
UK site visit colleague listening group. Briefing from client and brand partners.
Aug/Sept 2024
Remuneration shareholder consultation. Investor meetings with the Chair.
Corporate governance
Financial statements
Strategic report
Overview
100 SSP Group plc Annual Report 2024
A message from our
Designated Non-Executive Director
for Employee Engagement
I feel happy to be able to speak
to someone senior and share
my view openly, hope to have
more of these sessions and
positive change!
Anonymous listening group participant
(Translated from Thai)
On the Board, I have the additional role
of designated Non-Executive Director for
Employee Engagement (ENED). Meeting and
speaking with people across our business is one
of the great pleasures of this role. Connecting
with people across all levels and regions within
our organisation enables their insights and
experiences to be brought directly into the
Boardroom, ensuring the decisions we make
consider the real, day-to-day experiences
and ideas of our colleagues.
At the heart of it, we are truly a people business.
I connect with colleagues by attending team
meetings, participating in town halls, hosting
listening groups and informally, over coffee.
I also review key data and performance indicators,
which offer an important perspective on the
organisation’s progress. These insights guide our
decision-making and help us measure the impact
of future actions, all with the aim of enhancing
engagement and support of our people across
SSP Group.
One of my favourite activities is hosting listening
sessions which creates an opportunity to listen
to what’s on our colleagues’ minds – what’s
important, what are the key issues and also how
they feel about being a part of SSP. The only rule
for these sessions is that there is no management
in the meetings, to make sure it’s a safe place
where people feel they can share freely and
without reservation.
This year, to celebrate our diversity, all four
female NEDs joined two online panel discussions
for International Women’s Day. On World Day
for Cultural Diversity, I joined the company
online panel where we heard from colleagues,
from different cultures and different
backgrounds on how they feel we can continue
to develop and build our culture of belonging.
We all bring personal experiences to our roles
and I shared my own journey as a first generation
American woman of Serbian descent.
Our Board and management – both regionally
and globally – are enthusiastic about tackling
any concerns raised and identifying opportunities.
For example, last year, colleagues shared they
wanted to see more from our Diversity and
Inclusion strategy, to create space for difficult
conversations and embedding DE&I into our
practices and processes. The team launched the
global Belong at SSP Framework and Principles,
which has resonated with our people worldwide
and there has been a good uptake in global and
local activity including participation in our Belong
moments of celebration and awareness across
the year.
One thing I always ask colleagues in our sessions
is ‘what is it like to be a part of SSP?’ This year,
across the board, two themes consistently
emerged: family and the thrill of a new challenge
every day. To me, that’s a powerful reflection
of what makes our Company special – there’s
a sense of belonging, but also a daily excitement
in facing new challenges and constantly learning.
I want to thank all of our colleagues for their
openness and their passion, and for taking the time
to share their thoughts and ideas. I feel incredibly
energised and grateful for this opportunity and
I look forward to connecting with more colleagues
in the year ahead.
Judy Vezmar
Designated Non-Executive Director
for Employee Engagement
Key engagement sessions this year
January 24
Site visit to Waterloo
station and listening
sessions with frontline
colleagues and future
women leaders
July 24
Site visit to Gatwick
Airport and listening
sessions with frontline
colleagues and future
women leaders
Feb 24
Site visit to Suvarnabhumi
International Airport and
listening sessions with
frontline colleagues and
future women leaders
November 2023
Attended SSP America’s
Leadership Conference
and joined our Women
Leaders Panel
United States
United Kingdom
United Kingdom
Thailand
Corporate governance
Financial statements
Strategic report
Overview
101
SSP Group plc Annual Report 2024
How the Board monitors
and assesses culture
Our culture is the compass that guides our
behaviours, decision making, and interactions
with our stakeholders.
The Board places great importance on ensuring
that a positive, purposeful and inclusive culture is
established throughout the Group, aligned across
our regional businesses and demonstrated
throughout our teams. It starts with the Board
and Group Executive Committee and carries right
through to our front of house teams in units
around the world.
Our values
Our values, which were developed in consultation
with our teams across the world, help guide our
culture, helping ensure our behaviours and decisions
are in the best interests of our stakeholders,
the environment and our business.
We are one team:
Working together and sharing our
best ideas to fulfil our global potential
We are results focused:
Delivering great food and service for our
customers and outstanding results for
our colleagues, clients, and shareholders
We all make a difference:
Respecting each other, acting responsibly
and sustainably and being accountable
for the contributions that we make
We are bold:
Seizing opportunities, innovating
and quickly adapting every day
We celebrate success:
Recognising and valuing
everyone’s achievement
To ensure we continue to nurture an environment
where every voice is heard, every perspective
valued and every individual empowered to thrive.
The Board continuously monitors our culture
through a range of channels; from monthly
updates on colleagues, sustainability and health
and safety, to monitoring progress against KPIs.
The Board is also responsible for ensuring we
have the right practices and processes in place
to support our culture. Compliance with policies
is monitored not only to help us assess culture
but also so that we can identify any challenges
and make sure we have the right resources in
place to overcome them. We regularly review our
policies to ensure they promote the right culture
and practices that are consistent with our values.
The Board formally assesses our culture annually,
considering the year-on-year change in our
cultural indicators and reviewing the impact of
the cultural development activities which have
taken place during the year.
This year, with focused effort across each of our
cultural indicators, we have continued our journey
to provide a better experience for our people.
There has been progress in our colleague
engagement participation rates, more focused
regional deep dives, and we’ve opened more
communication channels.
Our Diversity and Inclusion Strategy, Belong at
SSP, which was launched last year to nurture our
diverse and inclusive culture, is already making an
impact with our teams globally, recognising the
need to create environments where our people
can truly be themselves and thrive.
More information on can be found on pages 114-116.
We have also strengthened our learning and
development offering, making training more
accessible across regions and launching our first
high potential leaders programme Ignite, designed
to connect our leaders with their strengths, drive
loyalty, retention and performance.
This year, we have strengthened our compliance
culture through our enhanced Enterprise Risk
Management Framework which has been
implemented across all regions, allowing us
to better monitor and mitigate our risk exposure
and also to better communicate the Board’s risk
appetite across the Group. This, together with
our suite of Board approved policies, sets our
expectations of the behaviours and practices we
expect, informing behaviour and embedding good
decision-making in line with our desired culture.
As this becomes more embedded, we expect
our compliance culture to strengthen.
The Board has also focused this year on embedding
health and safety into the core of our business.
It is now a standing item at every Board meeting,
and the first item at every Group Executive
Committee meeting, and we have improved the
quality of our data to help us better identify areas
of concern, strengthen our procedures and ensure
safety is embedded into the core of our business.
This year we have also rolled out an improved
safety CSA process, allowing us stress test
the application of controls within the regions.
More information on our risk management framework
can be found on pages 72-76 and our health and safety
activities in the year on page 23.
Corporate governance
Financial statements
Strategic report
Overview
102 SSP Group plc Annual Report 2024
Our ENED, Judy Vezmar, adds significant value by
developing stronger connections with our global teams
and getting direct feedback from our colleagues.
Judy holds listening sessions with people from our
operations and support teams across the world to
share what’s on their mind, concerns and ideas. They
are held without any senior management present to
encourage open and honest feedback. Immediately
after each listening group, the ENED shares feedback
with the Board, providing insight into our culture
and identifying what support is needed to address
any challenges.
This year, she also joined our SSP America Leadership
Conference to listen, understand and speak with
our senior leaders in the US, as well as various panel
discussions. For more information on the ENED’s
activities see page 101.
ENED activity
Engaging our people is crucial to drive our business
forward. This year, we have been strengthening the
foundations of listening and increasing the value of
our people’s voice, activating regular feedback loops
through our engagement survey. This included deep
dives across all regions and developing our
partnership with the European Works Council.
Our annual colleague engagement survey enables
us to understand and address colleague concerns,
foster open communication, and identify challenges
and opportunities in ensuring our culture aligns
with our purpose. Regions played an integral role in
creating local action plans to address opportunities
highlighted through the survey and the results from
the survey inform our Global People Plan.
This year we saw an increase in participation in our
survey globally and an increase in engagement scores.
Engagement
Communicating with our people is fundamental
to their experience, motivation, engagement and
ultimately, our overall business success.
Throughout the Group, we use a series of
communications channels to ensure our people are
informed and engaged, including Town Hall meetings
(whether in person or virtual), newsletters, intranet
sites, leadership conferences and our newest channel
Viva Engage, which is a social network for SSP
colleagues. For our team members who do not have
access to email or our other digital channels, we use
a combination of shift briefings, posters and other
printed communications. This year, we piloted access
of our Microsoft Office 365 tools (SharePoint, Teams
and Viva Engage) to front line colleagues in the UK
and Nordics, which not only gives them much better
access to company information but also allows for
more two-way communication.
Communication
By monitoring progress against our diversity
objectives and reviewing our diversity data, we
can understand the efficacy of our existing diversity
and inclusion action plans We’ve worked this year
to better understand the make-up of our diverse
pool of colleagues to further develop these plans
to promote a diverse and inclusive workplace.
Over the course of this financial year, we’ve seen
the number of women in senior leadership roles
increase. To further embed our Belong strategy,
we’ve continued to recognise and celebrate global
‘Belong’ moments; including International Women’s
Day, Mental Health Awareness Month, Pride and
Movember. We also supported local activity such as
World Culture Day in the UK. Our approach has been
recognised by the Chartered Governance Institute,
who awarded us the 2023 Diversity & Inclusion
initiative of the year.
Belong
Continuing to keep our people, customers and
clients safe is paramount to us. Safety is not just
about compliance but about building a sustainable,
profitable and responsible global business. At each
Board meeting, the CEO provides an update on
health and safety. Reviewing this data and trends
within health and safety incidents allows us to better
understand and manage our risks in this area.
Throughout FY24, the safety teams have introduced
monthly campaigns with the aim to better inform and
encourage people to learn more about our health and
safety policies, trainings and best practices on our
Global Safety Community on Viva Engage, our
colleague communication platform.
Health and safety
Retaining our high-performing talents is a critical
enabler to our business strategy and this year,
we have developed a bespoke and agile programme,
Ignite, to enhance our leadership capability which
in turn drives loyalty and high performance.
We have also realigned our focus to ensure our people
have access to development programmes, including
a 12-month course launched this year for SSP’s senior
finance leaders across Group and regions focusing
on key skills and leadership development.
We have continued to develop our measurement
tools so that they provide us with high-quality
retention data for both the Board and global
leadership teams and we are pleased to see an
improvement in retention levels since last year.
Retention
Effective compliance training ensures that our
teams understand, embrace, and adhere to the
ethical behaviour, integrity and accountability
we expect. The Board receives regular updates
on completion rates and encourages setting high
minimum thresholds.
This year, we’ve enhanced our training offering with
the rollout of multiple new training and development
tools across our regions to ensure our people can
upskill their capability in fun and engaging ways.
Migrating our e-learning platform to SuccessFactors
has driven an increase in compliance training
completion and reporting accuracy.
At SSP we have excellent talent, and have shifted our
internal focus to ensuring our people have access to
high-quality training and development programmes.
Training and development
The Board and Committees regularly review
updates to monitor the practices and behaviours in
our business, including information about compliance
with our Anti-Bribery and Anti-Corruption policy,
our Code of Conduct and policies for preventing
the facilitation of tax evasion. The Audit Committee
regularly reviews updates to monitor the system
of risk and controls in our business and associated
compliance practice and behaviours.
This year, we have rewritten our Speak Up policy
and launched a new awareness campaign globally
to encourage use, and remind our workforce all
concerns will be taken seriously and handled
confidentially. A new learning management system
was also rolled out in the year, with compliance
training the first content to be enabled and available
to our people globally.
Risk and business integrity
How the Board monitors and assesses culture continued
Corporate governance
Financial statements
Strategic report
Overview
103 SSP Group plc Annual Report 2024
The principles underpinning Section 172 of the
Companies Act 2006 (the ‘Act’) are embedded
in the Board’s decision-making. The Board
recognises the importance of understanding the
views of the Group’s key stakeholders and having
regard to those views in its discussions and
decision-making processes, and the following
case studies provide examples of how the Board
considered the matters detailed in section 172 of
the Act during the year. More information on our
stakeholders and our section 172(1) statement
can be found on pages 54-63.
Key
Consequences of decisions in the long term
Interests of employees
Need to foster business relationships
Impact of operations on communities
and the environment
Reputation for high standards
of business conduct
Acting fairly between shareholders
Stakeholders
Customers
Colleagues
Investors
Clients
Joint venture partners
Brand partners
Suppliers
Communities, NGOs and Society
Government and Regulators
Accelerating growth in the Asia Pacific region is
a key element of our strategy and disciplined infill
M&A has been a part of our approach to business
development. As part of its ongoing review of our
approach to growing our business, the Board
evaluated and approved the acquisition of Airport
Retail Enterprises Pty Ltd. In doing so, the Board
considered how the acquisition would provide an
important step in our growth strategy, as it would
result in SSP having a presence in 11 of the largest
19 airports in Australia, including four new airports.
Funded through existing cash and credit facilities,
the transaction represented an effective use of our
strong balance sheet, and the acquisition is expected
to contribute in the region of AUD$200m of sales in
the region, on an annualised basis, driving long-term
growth and returns for our shareholders.
As part of the transaction, we welcomed
c.1,500 colleagues from the ARE business to our
team, each bringing local expertise to share with
our existing SSP team.
The acquisition will allow the combined business
to offer an even wider range of high-quality
F&B propositions.
Link to strategy
Prioritising high-growth markets
Acquisition of Australian airport
Food & Beverage operator
Issue of US Private Placement Notes
Market entry in New Zealand
Throughout the year, the Board reviewed the
Group’s financing strategy and approved the issuance
of US Private Placement notes (the ‘Notes’) totalling
EUR 240 million. In evaluating and approving this
issuance, the Board considered the Group’s existing
financing arrangements, including the upcoming
maturity of £104 million in notes due in 2026.
The Board recognised that additional liquidity
on the balance sheet would help mitigate potential
risks in the event of any significant disruption to
the global travel sector. Favourable debt market
conditions at the time allowed for a fixed interest
rate of 4.89% with a five-year maturity, aligning with
the maturity of existing notes and avoiding extended
commitment to associated covenants.
The refinancing strengthened our balance sheet
and maintained our high level of liquidity, as well as
extending our debt maturity profile. The strength of
relationship with our private placement partners was
demonstrated in the strong support for the proposal,
which enabled us to secure competitive pricing.
Our partners and clients benefit in the short and long
term from increased financial security and flexibility
provided by the Notes, particularly in the current
economic environment.
The revised arrangements ensure that the Group
complies with its obligations to consider the
short- and medium- term viability of the business.
Link to strategy
Prioritising high-growth markets
Driving operational efficiencies
Supporting our strategy to grow our business in
Asia Pacific, the Board approved a phased entry plan
into New Zealand, aiming for steady growth and
sustainable expansion in the region.
With its geographical location and cultural synergies,
expanding into New Zealand complemented the
growing Australian business, allowing the Company
to leverage a seamless regional strategy, streamline
operations, and achieve greater market share in
the region.
Expanding to a stable, low-risk market like
New Zealand, which promises potential growth with
minimal political or regulatory hurdles, supports the
broader APAC growth strategy, indicating strong
future returns.
Access to a new market with similar tastes
allows brand partners to scale without significant
localisation, enhancing brand recognition and
consumer reach across both countries.
Link to strategy
Prioritising high-growth markets
Board decision-making
in action
Corporate governance
Financial statements
Strategic report
Overview
104 SSP Group plc Annual Report 2024
Compliance with the UK Corporate Governance Code
C The board should ensure that the necessary
resources are in place for the company to meet
its objectives and measure performance
against them. The board should also establish
a framework of prudent and effective controls,
which enable risk to be assessed and managed.
Performance is regularly assessed against
our strategic goals, with regular board updates
and a report sent to the Board each month
providing an update on key performance
metrics to ensure we remain on track to deliver
sustainable growth.
The Board sets the approach to risk
management and oversees the effectiveness
of internal controls, with support from the
Audit Committee, enabling the Company
to assess and manage risks proactively.
More information on our approach to risk can be found
on pages 72-74.
D In order for the company to meet its
responsibilities to shareholders and
stakeholders, the board should ensure
effective engagement with, and encourage
participation from, these parties.
The Company maintains a proactive, open
and two-way dialogue with stakeholders to
meet evolving expectations as a global business
and to create shared value for our business
and our stakeholders.
More information can be found on pages 53-63.
E The board should ensure that workforce
policies and practices are consistent with the
company’s values and support its long-term
sustainable success. The workforce should
be able to raise any matters of concern.
The Board regularly monitors its processes
and procedures, and reviews its policies to
ensure they promote the culture and practices
that are consistent with our values. The Board
also monitors compliance with policies so that
we can identify any challenges and make sure
we have the right resources in place to
overcome them.
The Board receives reports from the Speak Up
facility, and regularly reviews the effectiveness
of the Group’s whistleblowing arrangements.
During the year, the Group launched a
campaign to promote awareness and ensure
that colleagues know that anyone who raises
a concern is protected by Speak Up Policy and
that all concerns are taken seriously and
handled confidentially.
More information on how the Board monitors and
assesses culture can be found on pages 102-103.
The Board confirms that the Company has
complied with the provisions, and applied the
principles of the UK Corporate Governance
Code 2018 (the ‘Code’) throughout the year
ended 30 September 2024.
Following the publication of the UK Corporate
Governance Code 2024, the Board and its
Committee have considered the amendments
which have been made in order to determine
any actions needed to ensure our continued
compliance with these changes, the majority
of which will apply to us from 1 October 2025.
The following pages provide an overview of
how we have applied the principles of the Code
during the year.
1. Board leadership and company purpose
A A successful company is led by an effective and
entrepreneurial board, whose role is to promote
the long-term sustainable success of the
company, generating value for shareholders
and contributing to wider society.
Our purpose, to be the best part of the journey,
underpins our commitment to ensuring
long-term, sustainable growth and value
for all stakeholders.
Our Governance Framework and our robust
programme of stakeholder engagement
continue to support the Board’s oversight
of internal and external developments and
its ability to effectively challenge and take
informed decisions for the longer term.
More information on our strategy is on page 4 and
our business model on pages 16-17.
B The board should establish the company’s
purpose, values and strategy, and satisfy
itself that these and its culture are aligned.
All directors must act with integrity, lead by
example and promote the desired culture.
An overview of our purpose, values, and
strategy can be found on page 4. The Board
regularly monitors and assesses our culture,
as set on page 102-103, to ensure it remains
aligned with our purpose, values, and strategy.
Workforce engagement is an important
activity carried out by our designated
Non-Executive Director for workforce
engagement (ENED), Judy Vezmar.
Corporate governance
Financial statements
Strategic report
Overview
105 SSP Group plc Annual Report 2024
2. Division of responsibilities
F The chair leads the board and is responsible
for its overall effectiveness in directing the
company. They should demonstrate objective
judgement throughout their tenure and
promote a culture of openness and debate.
In addition, the chair facilitates constructive
board relations and the effective contribution
of all non-executive directors, and ensures
that directors receive accurate, timely and
clear information.
The performance of the Chair, who was
considered independent on appointment in
accordance with the criteria under provision 10
of the Code, is reviewed annually to ensure he
continues to demonstrate objective challenge
and judgement.
The Chair, supported by the Group General
Counsel & Company Secretary, ensures the
effective flow of information in a timely
manner between the Board and senior
management. Forward agendas for Board
meetings are agreed in advance by the Chair,
in conjunction with the Executive Directors.
G The board should include an appropriate
combination of executive and non-executive
(and, in particular, independent non-executive)
directors, such that no one individual or small
group of individuals dominates the board’s
decision-making. There should be a clear
division of responsibilities between the
leadership of the board and the executive
leadership of the company’s business.
As at the date of this report, the Board
comprises the Chair, six independent
non-Executive Directors and two Executive
Directors and over half of the Board is
deemed independent. Excluding the Chair,
all Non-Executive Directors who shall put
themselves forward for election or re-election
at the 2024 AGM are considered by the Board
to be independent in accordance with the Code.
The division of responsibilities, approved
by the Board, clearly defines the division of
responsibilities between the roles of the Chair,
the CEO and Senior Independent Director.
The roles and responsibilities of the Board
and its Committees are set out in the Matters
Reserved for the Board and the terms of
reference of each committee.
More information on our Board can be found on pages
92-93 and the division of responsibilities on page 97.
H Non-executive directors should have sufficient
time to meet their board responsibilities.
They should provide constructive challenge,
strategic guidance, offer specialist advice
and hold management to account.
The number of Board meetings which were
held during the reporting period and the
attendance at each of these meetings can be
found on page 91, and the number of meetings
and attendance of the Nomination, Audit and
Remuneration committees can be found on
pages 108, 118 and 126.
The expected time commitment of the Chair
and Non-Executive Directors is set out in
writing. Prior to appointment, and prior to
taking on additional external appointments,
the anticipated demand on the Director’s time
is assessed to ensure they have sufficient time
available to carry out their role effectively.
Members of the senior management team
regularly present to the Board, which provides
an opportunity for the Board to constructively
challenge and to provide advice to our senior
management team.
I
The board, supported by the company
secretary, should ensure that it has the
policies, processes, information, time and
resources it needs in order to function
effectively and efficiently.
The Board is supported by the Group General
Counsel and Company Secretary, to whom all
Directors have continuous and ongoing access
for advice and corporate governance services.
The Board and its committees are also
authorised to obtain legal or other professional
advice as necessary to perform their duties.
This includes inviting external advisors to
meetings as required, to provide additional
expert guidance.
The Board maintains a comprehensive
schedule of meetings for it and its
Committees, ensuring sufficient time is
dedicated to the wide range of matters
important to our long-term success. Papers
are circulated in advance of meetings to allow
Directors sufficient time to consider matters
independently in advance, and each paper is
accompanied by a structured briefing note
identifying, amongst other matters, the action
to be taken, key issues to note and the impact
of any decisions on our stakeholders.
Directors unable to attend are encouraged
to read and comment on the pre-circulated
papers in advance so their thoughts can be
considered by the Board. The Chair and the
Company Secretary will follow up with the
Director after the meeting to update them on
the key matters discussed and decisions made.
From time to time, the Board will delegate
authority to a sub-committee to approve
certain matters.
More information on our governance framework can
be found on page 96.
3. Composition, succession and evaluation
J Appointments to the board should be
subject to a formal, rigorous and transparent
procedure, and an effective succession plan
should be maintained for board and senior
management. Both appointments and
succession plans should be based on merit
and objective criteria and, within this context,
should promote diversity of gender, social
and ethnic backgrounds, cognitive and
personal strengths.
The composition of the Board and plans
for orderly succession of the Board and senior
management are overseen by the Nomination
Committee. It ensures that there is a formal,
rigorous and transparent procedure for
Board appointments with due regard given
to diversity.
More information on appointments and succession
planning can be found on page 111 and our approach
to diversity and inclusion on pages 114-115.
Compliance with the UK Corporate Governance Code continued
Corporate governance
Financial statements
Strategic report
Overview
106 SSP Group plc Annual Report 2024
Compliance with the UK Corporate Governance Code continued
K The board and its committees should
have a combination of skills, experience and
knowledge. Consideration should be given to
the length of service of the board as a whole
and membership regularly refreshed.
The Nomination Committee regularly reviews
the composition of the Board, to ensure they
have the skills and diversity required to deliver
our strategy.
Non-Executive Directors are appointed
to the Board for an initial three-year term,
subject to election by shareholders at the
first AGM following their appointment and
their subsequent re-election each year.
To ensure independence, we ordinarily expect
our Non-Executive Directors to serve for two
three-year terms, with an option for a third term.
We provide letters of appointment for each
Non-Executive Director and shareholders can
view these at the Company’s registered office.
More information on our review of Board composition
can be found on pages 112-113.
L Annual evaluation of the board should consider
its composition, diversity and how effectively
members work together to achieve objectives.
Individual evaluation should demonstrate
whether each director continues to
contribute effectively.
Each year, we undertake a formal, rigorous
review of the Board and its Committees to
assess how well the Directors work together,
and with management. This evaluation is
externally facilitated every three years.
More information on this year’s Board review can
be found on pages 116-117.
4. Audit, risk and internal control
M The board should establish formal and
transparent policies and procedures to
ensure the independence and effectiveness
of internal and external audit functions and
satisfy itself on the integrity of financial
and narrative statements.
The Audit Committee, comprised of three
independent Non-Executive Directors,
oversees our internal and external audit
functions. It ensures our internal audit function
continues to operate effectively in providing
objective and impartial assurance to
management, the Audit Committee, and the
Board regarding the effectiveness of our risk
management and internal controls framework.
The external auditor is reappointed by
shareholders at each AGM and report to
the Audit Committee throughout the year.
N The board should present a fair, balanced and
understandable assessment of the company’s
position and prospects.
To ensure the Audit Committee and Board
are satisfied with the report’s fairness,
balance, and clarity, the year-end process
involves reviewing a paper from management
on the topic, a factual verification process,
a comprehensive review by management
and Directors, and papers from the auditors.
More information can be found on page 122.
O The board should establish procedures
to manage risk, oversee the internal control
framework, and determine the nature and
extent of the principal risks the company
is willing to take in order to achieve its
long-term strategic objectives.
The assessment of the principal and emerging
risks, the uncertainties facing the Group, and
the ongoing process for identifying, evaluating
and managing the significant risks faced by
the Group is set out on pages 72-84. The Audit
Committee’s role in overseeing these processes
is set out on page 123.
5. Remuneration
P Remuneration policies and practices should
be designed to support strategy and promote
long-term sustainable success. Executive
remuneration should be aligned to company
purpose and values, and be clearly linked
to the successful delivery of the company’s
long-term strategy.
The Remuneration Committee regularly
reviews the Company’s Remuneration Policy
and the implementation of the policy to ensure
its ongoing appropriateness and relevance. It
ensures remuneration aligns with our purpose
and values and that reward is linked to the
delivery of our strategic aims with targets
designed to drive the right behaviours across
the business.
More information can be found on pages 126-155.
Q A formal and transparent procedure for
developing policy on executive remuneration
and determining director and senior
management remuneration should be
established. No director should be involved
in deciding their own remuneration outcome.
Executive remuneration is governed by
our Directors’ Remuneration Policy, which
was last approved by shareholders in 2024.
The Remuneration Committee is committed
to open and transparent disclosures regarding
our executive remuneration arrangements.
The Remuneration Committee is comprised
of independent Non-Executive Directors and
is responsible for determining remuneration
outcomes for Executive Directors and senior
management. No executive or member of
senior management is present for any
discussions related to their own remuneration.
Fees paid to the Chair are determined by the
Remuneration Committee and fees for all other
non-executive fees are determined by the
Executive Directors and Chair of the Board.
R Directors should exercise independent
judgement and discretion when authorising
remuneration outcomes, taking account of
company and individual performance, and
wider circumstances.
The Remuneration Committee considers the
experience of the Group’s wider workforce in
determining executive remuneration and uses
discretion to adjust formulaic outcomes where
it believes this is appropriate, including where
outcomes are not reflective of the underlying
performance of the business or the level of
payout does not reflect shareholders,
employees or other stakeholders.
More information can be found on page 138.
Corporate governance
Financial statements
Strategic report
Overview
107 SSP Group plc Annual Report 2024
Nomination Committee Report
We’re focused on ensuring we have
the right people, with the right skills,
diversity, and experience, to deliver
our strategy.
Mike Clasper
Chair, Nomination Committee
Our highlights in 2024
Meeting attendance
Our priorities for 2025
Time spent
Board Composition
Appointment, Induction and Development
Succession Planning
Diversity and Inclusion
Performance and Effectiveness
• Led the search for a new Non-Executive
Director to complement the Board’s existing
skillset, widen our regional experience and
strengthen our financial expertise and
recommended the appointment of
Karina Deacon.
• Considered and recommended to the Board
the reappointment of Carolyn Bradley, our
Senior Independent Director and Chair of
Remuneration Committee for a third-term
of three years.
• Approved the appointments of a new Chief
People Officer, Chief Technology Officer,
CEO – Continental Europe and the creation
of a new role of Group Chief Operating Officer.
• Led the Board’s external performance
evaluation, and agreed development actions
for FY2025.
The Nomination Committee is chaired by Mike
Clasper. All other members of the Committee are
independent Non-Executive Directors.
Director
Date appointed
as member
Number of
meetings
attended
Mike Clasper
1 November 2019
3/3
Carolyn Bradley
1 October 2018
3/3
Tim Lodge
31 August 2021
3/3
Judy Vezmar
31 August 2021
2/3
Kelly Kuhn
1 January 2022
3/3
Apurvi Sheth
1 January 2022
3/3
The Nomination Committee terms of reference
can be found at www.foodtravelexperts.com
• Continue to develop the diversity of our
leadership teams to achieve our target of 40%
women in leadership by 2027 and to make
progress towards our diversity targets.
• Deliver a comprehensive and effective
induction for Karina Deacon.
• Ensure progress against our agreed Board
development plan following the performance
review in the year.
• Ensure the effective management of
our agreed succession plans for the Board
and senior management and oversee the
development of a diverse pipeline.
Corporate governance
Financial statements
Strategic report
Overview
108 SSP Group plc Annual Report 2024
Responsibilities of the Committee
Activities in the year
Outcomes
Page
Board Composition
Reviewing the structure, size and composition of the Board,
including its skills, knowledge, independence, experience
and diversity.
• Reviewed the Directors’ combined skills and knowledge,
experience and diversity to ensure they can drive our
strategic priorities.
• Considered the independence of the Non-Executive
Directors.
• Led the recruitment process for a new Non-Executive
Director to develop our experience in Europe and strengthen
our financial expertise.
• Determined that, other than the Chair, all Non-Executive
Directors standing for election or re-election at the 2025
AGM are independent.
90, 92-94,
112-114
Appointment, Induction and Development
Leading the process for appointments, ensuring all
Directors receive an appropriate induction and making
recommendations to the Board on the re-election of
Directors and whether to reappoint a Director at the
end of their term of office.
• Carried out Director reviews, which included discussion
of areas for development.
• Led the process for the appointment of a new
Non-Executive Director.
• Recommended that Carolyn Bradley’s appointment
be extended for a further three-year term.
94, 111
Succession Planning
Ensuring plans are in place for orderly succession to both
the Board and senior management positions and overseeing
the development of a diverse pipeline for succession.
• Reviewed and considered the Board succession plans
and agreed future actions.
• Reviewed the succession plans for the Group Executive
Committee roles, considered future talent and agreed
development plans to meet future succession needs.
• Considered the composition of the Group Executive
Committee and succession plans.
• Undertook a recruitment process for a new Non-Executive
Director with recent and relevant financial experience.
• Approved appointments of Ann-marie-Murphy as Chief
People Officer, Jon Wood as Chief Digital Officer, Satya
Menard as CEO – Continental Europe and Jeremy Fennell
to the new position of Group Chief Operating Officer.
94, 95
112-113
Diversity and Inclusion
Regularly reviewing progress made against the objectives set
out in the Board Diversity Policy with respect to the diversity
of the Board, Board Committees and Senior Management.
• Reviewed progress made against the objectives set out
in the Board Diversity Policy.
• Considered Group diversity plans.
• Led a search for a new Non-Executive Director with the
aim of broadening the regional diversity and expertise
on the Board.
94, 110,
114-115
Performance and Effectiveness
Ensuring there is a formal and rigorous annual evaluation of the
performance of the Board, Board Committees, the Chair and
individual Directors and ensuring Directors dedicate sufficient
time to their role.
• Considered the outcomes of the external effectiveness
review with regard to Board composition, talent
management and succession planning.
• Considered the time commitment required by the Directors.
• Monitored progress against the development plan
agreed following the 2023 Board evaluation and delivered
relevant training and development.
• Determined that each Director continued to perform
effectively and was able to dedicate sufficient time to
their responsibilities, and accordingly that each should
be recommended for re-election by shareholders at
the 2024 AGM.
116-117
Nomination Committee Report continued
Corporate governance
Financial statements
Strategic report
Overview
109 SSP Group plc Annual Report 2024
We remain proactive in
maintaining a diverse range
of skills, experiences, and
perspective and each year
we review the skills, tenure and
diversity of the Board, to assess
how the composition of both
the current and future Board
supports the delivery of our
long-term sustainable success.
Mike Clasper
Chair, Nomination Committee
Dear Shareholder,
I am pleased to present the report of the
Nomination Committee for the financial year
ended 30 September 2024, which provides an
overview of the Committee’s activities during the
year under review and our role in ensuring that the
Board has the right skills, experience, knowledge,
and diversity to deliver our strategy and to enable
our long-term sustainable success.
Diversity and Inclusion
We are committed to fostering a culture of
belonging at SSP and recognise the importance
and value of diversity, equity and inclusion in
driving good decision-making.
We support the objectives of the FTSE 350
Women Leaders Review and Parker Review,
to increase representation of women and people
from an ethnic minority on our Board and across
senior management. We are pleased to report that
our Board complies with the recommendations of
these reviews and with the targets outlined in the
Listing Rules. Our senior leadership is now 39%
female, and we continue to target 40% women
in leadership roles by 2025.
We acknowledge the recommendation of the
Parker Review to set a 2027 target for ethnic
representation in senior leadership. We remain
committed to ensuring the diversity of our
colleagues, at all levels of our business, reflects
the diversity of the communities we serve. For
senior management in the UK, this means we are
aiming for 18% to come from an ethnic minority
background by 2027, aligning with the most
recent UK census data.
This year, we’ve been working to enhance our
people data to gain a clearer understanding of
the gender and ethnic diversity of our colleague;
enabling us to monitor our progress and the impact
of our diversity initiatives. This is not without its
Board and Committee Review
Each year, we undertake a formal, rigorous review
of the Board and its Committees, as well as of the
Chair and the individual Directors, to ensure that
they continue to be effective and that each of
the Directors demonstrates commitment to their
respective roles as well as having sufficient time
to meet their commitments to the Company.
The Board review process also supports the
Nomination Committee in its review of Board
composition and succession planning.
This year, our Board review was externally
facilitated. It noted the significant development
the Board has undergone since the last external
review three years ago, highlighting the notable
strengths of the Board including the experience
and calibre of Board members, positive
relationships and dynamics, and the quality of both
formal and informal discussions. It also provided
robust challenge to areas where we can further
develop our approach, and it was reassuring to see
the openness with which the Board approached
this feedback. More information on the review,
including the process, recommended actions and
an update on the actions taken in response to last
year’s review can be found on pages 116-117.
I would like to thank the members of the
Committee for their continued commitment and
contribution, as we continue to focus on ensuring
we have the right people with the right skills,
diversity, and experience to promote our culture
of openness and inclusion that allows us to drive
forward our strategy and deliver value for
all stakeholders.
Mike Clasper
Chair, Nomination Committee
2 December 2024
challenges, which includes navigating local laws
and cultural nuances. We also strongly support
our colleagues’ right to privacy and respect their
freedom of expression, though recognise this
approach limits the depth of our data.
We continue to focus on our Belong strategy
whose core purpose is to create an inclusive
workplace that fosters a culture of belonging for
all; we value the skills, experiences, and uniqueness
that every colleague brings. Our goal is to create an
environment that reflects the vibrant communities
we operate in and the diverse customers, clients,
and stakeholders we serve.
Board skills and composition
We remain proactive in maintaining a diverse range
of skills, experiences, and perspective and each
year we review the skills, tenure and diversity
of the Board, to assess how the composition of
both the current and future Board supports the
delivery of our long-term sustainable success.
Following this review, the Committee led the
search for a new Non-Executive Director to
strengthen our financial expertise and widen
our regional experience. We are delighted to
welcome Karina Deacon to the Board with effect
from 1 January 2025 and believe her leadership
experience working in complex, international
companies, will bring valuable industry insight to
the Board. More information on Karina, and the
recruitment process, can be found on page 94.
We also recommended to the Board the
reappointment of Carolyn Bradley for a final
term of three-years, subject to re-election by
shareholders, and welcomed three new members
to our Group Executive Committee, including
Satya Meynard our new Continental Europe CEO.
Further, to better align our Group functions with
the regional business and to use our scale to drive
improved performance we created a new role
of Group Chief Operating Officer.
Nomination Committee Report continued
Corporate governance
Financial statements
Strategic report
Overview
110
SSP Group plc Annual Report 2024
Nomination Committee Report continued
Board appointment, induction and succession
The Committee is responsible for ensuring there is
a formal, rigorous and transparent procedure for
Board appointments with due regard to diversity.
The Committee regularly evaluates the balance
of skills, knowledge, independence, experience
and diversity on the Board. Before making an
appointment, and in light of this evaluation, it
prepares a description of the role and capabilities
required, with a view to appointing the most
suitable individual for the role.
In identifying suitable candidates, the Committee
will use either open advertising or the services
of external advisors to facilitate the search, as
considered appropriate for the role. Candidates
are judged on merit against objective criteria,
ensuring that appointees have the requisite skills
to support the delivery of our purpose and strategy,
and ensuring a diverse shortlist, with regard to
the Board Diversity Policy. They also considered
candidates’ other commitments to ensure that
they will have sufficient time to devote to
the position.
You can read more about how the Committee
conducts this process with the recruitment of
our new Non-Executive Director, Karina Deacon,
on page 94.
Board induction
All new Non-Executive Directors receive a formal,
comprehensive, and tailored induction following
their appointment, including visits to key Group
locations, and meetings with members of the
Group Executive Committee and other key senior
executives. We design each induction based on
discussions with the Chair and Group General
Counsel and Company Secretary, considering
feedback from other recent appointments.
Each induction is tailored to consider the existing
expertise of the Non-Executive Directors and any
prospective Board or Board Committee roles.
As well as receiving relevant documents
including previous Board and Committee minutes
and policies, inductions include formal briefings
with internal leadership and external advisors.
Our ongoing Board site visits demonstrate the
business in action and provide an opportunity
for the Non-Executive Directors to meet with
a wider cross-section of colleagues.
Director re-appointment
Non-Executive Directors are appointed to
the Board for an initial three-year term, and we
ordinarily expect our Non-Executive Directors
to serve for two three-year terms, with an option
for a third term. Each Director retires and seeks
election by shareholders at the first AGM
following their appointment and subsequently
re-election by shareholders each year at the AGM,
in accordance with the Code and our Articles of
Association. The terms of each Non-Executive
Directors’ appointment are set out in writing
and their letters of appointment are available
for inspection by shareholders at the Company’s
registered office.
During the year, the Committee considered
and recommended to the Board that, subject
to re-election at the 2025 AGM, Carolyn Bradley’s
tenure be extended for a third term of three-years.
In making this decision, the Committee considered
her skills and experience, the outcomes of the
Board Evaluation and the views of the Board
and management. The Committee believes that
Carolyn continues to provide valued input and
contribution to the Board, provides welcome
support and guidance to the Chair in her role as
Senior Independent Director and is an effective
Chair of the Remuneration Committee.
Senior management and Talent Pipeline
The Nomination Committee is also responsible
for considering plans and recommendations
for the appointment of senior leadership and
overseeing the development of a diverse pipeline
for succession. The regular review of the executive
succession plan is supported by our annual talent
review cycle, which assesses the readiness of
internal candidates for all key roles across
the business.
During the year, the Committee considered
a number of changes to our Group Executive
Committee, including the creation of the new
position of Group Chief Operating Officer, in
order to better support our regions and markets
in both delivering our strategy and driving greater
performance. Jeremy Fennell, who has served as
our CEO of Continental Europe, was appointed
to this role at the end of the financial year.
The Committee also considered and approved
the appointment of our new Chief People Officer,
Ann-marie Murphy, Chief Digital Officer, Jon
Wood and, the new CEO of Continental Europe,
Satya Menard.
Corporate governance
Financial statements
Strategic report
Overview
111
SSP Group plc Annual Report 2024
Nomination Committee Report continued
Board composition and review of skills
The Committee regularly reviews the structure,
size, and composition of the Board and its
Committees. This review assesses whether the
Board, and each of its Committees, has the right
mix of skills, experience and diversity to ensure
they are well-equipped to address current and
future challenges; has an appropriate balance
of independent directors; and that each
Non-Executive Director has sufficient time to fulfil
their responsibilities effectively. These reviews,
together with the Board evaluation and director
reviews, help inform our Board succession plans.
Our skills matrix highlights where the skills and
experience of our Directors are particularly strong
and identifies where there are opportunities to
further grow the Board’s collective knowledge.
This matrix is reviewed annually by the Committee,
to ensure the skills identified continue to support
the delivery of our strategy and to reflect any
change in a directors’ skills.
Outcome of review of Board composition
and succession plan
The Committee’s review of Board skills identified
that we have a diverse group of NEDs, with a range
of functional expertise and business experience.
The strength of this diversity was highlighted by
our external Board evaluation. The review also
found the Board is well supported by internal and
external experts, advisors and teach-in sessions.
The Committee agreed that the succession
planning framework remains fit for purpose,
with reasonably well-balanced tenure among
the Non-Executive Directors and succession
for most key roles covered.
The Committee identified a gap in the current
Board composition, being that there is no Code
compliant independent director with the recent
and relevant financial experience to provide
emergency cover for the Audit Committee Chair.
It was also recognised that an additional director
with this skillset would ensure that the Audit
Committee is well-equipped to handle the
increasing demands and complexities of the
Company’s financial reporting and support
the Company as it works towards its FY25
performance goals and strengthens its risk
and controls framework.
Accordingly, during the year the Committee led
a recruitment process for an additional director
with recent and relevant financial experience
which would not only provide a Code compliant
cover for the Audit Committee Chair in the case
of an unforeseen departure or absence, but would
also bolster the existing financial expertise of
the Board. The Committee further agreed that
broadening the geographic diversity of the Board
and experience in airports would be desirable
characteristics in the new appointee.
As a result of this process, following year-end,
the Committee recommended to the Board
that Karina Deacon be appointed as a
Non-Executive Director.
More information can be found on page 94.
Training and development
The Board is committed to continual development
and training to ensure it stays informed of the
latest industry trends, regulations, and best
practices. As part of the annual Board Skills review,
the Committee considers the development and
training sessions planned for the coming year and
agrees any additional topics to upskill the current
directors expertise.
Experience
Number of
Board members with
relevant experience
Link to our
strategy
Executive and
strategic leadership
8/8
Financial/accounting/
corporate finance
4/8
Consumer/retail
7/8
Food and beverage
5/8
Travel/airports/rail
4/8
International experience
8/8
HR/people
4/8
Governance
4/8
Risk and compliance
(including Health & safety)
4/8
Digital
3/8
Sustainability
(including DE&I and climate)
4/8
M&A
(including integration)
6/8
Link to our strategy:
Prioritising high-growth markets
Enhancing business capabilities to drive growth and performance
Driving operational efficiencies
Board skills and experience
Corporate governance
Financial statements
Strategic report
Overview
112
SSP Group plc Annual Report 2024
Nomination Committee Report continued
Throughout the year, the Board participated in
several development sessions led by both internal
and external experts. Internal sessions covered
key topics such as the use of our Reputation Tool,
updates on capital markets, legal and regulatory
changes, upcoming sustainability legislation,
treatment of deferred tax assets, and our new
risk management framework.
External experts provided insights into broader
market overviews, capital market updates, and
important changes in listing rules and capital
market regimes. These sessions equip the Board
with the knowledge and tools necessary for
effective governance and decision-making.
Board Succession Plan
The Board succession plan provides a framework for Board appointments across short, medium
and long-term time horizons. It is written down and reviewed regularly to ensure it remains robust
and effective.
The Board has planned emergency
cover for senior Board positions
for sudden and unforeseen
departures, including the Chair,
SID and Committee Chairs.
In considering the short-term
succession plan, the Board
considers the requisite skills and
experience needed to provide
short-term cover and stability
of leadership as well as any
other requirements under the
respective Committee’s Terms
of Reference and the Code.
The Board’s medium-term
succession plan considers
succession planning for the
orderly replacement of current
Board members to maintain
independence.
As well as assessing the
appropriate tenure, the Board
also assesses the time needed
to consider, recruit and onboard
a new Non-Executive Director in
its medium-term succession plan.
The long-term succession plan
for the Board considers how the
size, skillset and diversity of the
Board continues to be effective
in delivery of the long term
strategy as the needs of the
Group evolve.
Short term
Medium term
Long term
Expired
Typical term (6 years)
Maximum term (9 years)
Independent Directors’ Tenure
Mike Clasper (Chair)
Judy Vezmar (ENED)
Tim Lodge (Audit Chair)
Kelly Kuhn
Apurvi Sheth
Carolyn Bradley (SID, Rem Chair)
2018
19
20
21
22
23
24
25
26
27
28
29
30
31
Corporate governance
Financial statements
Strategic report
Overview
113
SSP Group plc Annual Report 2024
Diversity and Inclusion
The Nomination Committee is responsible for
developing and implementing our approach to
diversity, equity and inclusion across the Group.
We aspire to be a great place to work where
everyone can fulfil their potential. Having a
diverse and inclusive culture where everyone
is welcomed, and a workforce that reflects both
the communities in which we operate and the
stakeholders we serve, is a fundamental part
of our strategy for delivering long-term
sustainable success.
Our Diversity, Equity, and Inclusion strategy,
Belong at SSP, is a critical enabler of our Global
People Plan and aims to bring our colleagues’
voices to the forefront, cultivate a culture of
belonging and elevate proficiency within our
leaders. This strategy seeks to adapt and evolve
to meet the changing needs and expectations
of our business and stakeholders, especially our
colleagues. More information on our Belong at SSP
strategy can be found in our Sustainability Report.
Since launching this strategy last year, we’ve
initiated substantial activities at a group and
regional level to help bring Belong at SSP to life.
We have a set of toolkits to help our regions tailor
the strategy at a local level, ensuring it appropriately
reflects the diverse opportunities and challenges
we face in each market in which we operate, with
regional toolkits to aid local implementation.
We’ve also continued to grow the number
of colleague-led networks across our business,
supported by a set of Network Guidelines to
empower our people to build a culture of belonging.
The networks provide colleagues with a safe space
to learn from others and discuss their first-hand
experiences and allow us to gather direct feedback
from colleagues to inform the implementation
of our DE&I strategy.
We’ve also continued to leverage key partnerships
with industry leaders such as WiHTL. Through
this collaboration, we’ve already seen an increase
in international team members both completing
global development programmes and acting
as mentors.
Our Group Inclusion Council, which is chaired
by Sukh Tiwana, Group Chief Procurement Officer
with Patrick Coveney, Group CEO as Executive
Sponsor, was set up to act as an advisory and
steering committee to complement our diversity
and inclusion strategy. It comprises 18 members
from across the globe who bring together a wealth
of experiences and perspectives from their
respective markets, functions and backgrounds
and meet quarterly to share their learnings,
give feedback and ensure that we’re delivering
against our goals.
The Board takes an active role in promoting
diversity and inclusion through the business.
In celebration of International Women’s Day,
Our Non-Executive Directors, Carolyn Bradley,
Judy Vezmar, Apurvi Sheth and Kelly Kuhn joined
a virtual panel, sharing insights into their journeys,
challenges faced, and lessons learned on the
path to leadership.
Judy Vezmar also joined a panel session for
World Culture Day, highlighting the rich diversity
we have within our organisation and the stories
we can learn from. To support this, Judy spoke
about her Serbian heritage and emphasised the
importance of cross-cultural learning. In her role,
as designated Non-Executive Director for
Workforce Engagement, Judy has also facilitated
global listening groups, which provide a valuable
platform for our people to share their
perspectives, concerns, and ideas, ensuring
that our experiences are shaped by the diverse
voices across the Group.
Nomination Committee Report continued
The Board is committed to achieving
and maintaining
Progress
The Board recognises the importance and
value of diversity and inclusion in driving good
decision-making. Our Board Diversity Policy,
which sits alongside our Group Diversity,
Equity and Inclusion Policy, sets out the Board’s
approach to fostering a diverse and inclusive
culture and sets measurable objectives which
allow the Nomination Committee to closely
monitor our progress and, where necessary,
ensure corrective action is taken.
Our Board Diversity Policy ensures due
consideration is given to diversity in its broadest
sense, including to sexuality, neurodiversity
and social backgrounds, as well as ensuring
the application of the policy to each Board
Committee. We recognise the key role our
senior management plays in leading a diverse
and inclusive culture throughout the
organisation and so our Board Diversity Policy
applies to our senior management¹ as well as
the Board and Board Committees. Our Board
Diversity policy can be found on our website at
www.foodtravelexperts.com, and our progress
against the set targets are set out below.
At least 40% women on the Board
50% of the Board are women
At least one woman in the role of either Chair,
Senior Independent Director, Chief Executive
or Chief Financial Officer
The role of Senior Independent
Director is held by a woman
At least one Director from a minority
ethnic background
One Director is from a minority
ethnic background
A diverse representation on each standing
Board Committee
Each committee comprises
independent Directors with a diversity
of skills, experiences and gender
At least 40% women in senior
management¹ roles
39% of our senior management roles
are held by women (2023: 37%), and
we remain committed to achieving
our target of 40% by 2025.
1
Senior management roles refers to members of the Group Executive Committee and their direct reports (other than PAs or admin colleagues).
Board Diversity Policy
Corporate governance
Financial statements
Strategic report
Overview
114
SSP Group plc Annual Report 2024
Nomination Committee Report continued
The Board supports the objectives of the FTSE
Women Leaders Review and the Parker Review,
to increase representation of women and people
from an ethnic minority on Boards and in senior
management. We are pleased to have met these
targets in relation to our Board membership, and
our progress against these is set out opposite.
We remain committed to ensuring the diversity
of our colleagues, at all levels of our business,
reflects the diversity of the communities
they serve.
Through the year, we have been working to
determine appropriate targets for the percentage
of senior management group who identify as being
in an ethnic minority group. We are committed
to ensuring the diversity of our colleagues, at all
levels of our business, reflects the diversity of the
communities we serve. For senior management in
the UK, this means we are aiming for 18% to come
from an ethnic minority background by 2027,
aligning with the most recent census data.
We have also been working to enhance our people
data, while respecting our colleagues’ right to
privacy and freedom of expression, so that we
can monitor the impact of our diversity initiatives,
As part of this work, a core focus of the
Committee this year has also been in ensuring a
diverse pipeline of talent within the organisation.
We’ve continued to develop our key performance
data relating to diversity, including as part of our
annual talent review, giving us better oversight
in order to address the challenges in achieving
our diversity goals.
By having diversity in our Board and through our
organisation, we benefit from different backgrounds
and experiences that can lead to innovative
approaches to operational challenges.
How our Board Diversity Policy
supports our strategy
Diversity fosters a culture of innovation and
creativity, bringing fresh ideas and perspectives
into the Boardroom and senior management and
enhancing our business capabilities. Our diverse
leadership enables a deeper understanding of the
needs and preferences of our customers and our
colleagues so we can develop new capabilities and
better meet the needs of our stakeholders.
Our Board, with diverse backgrounds and
experiences operating in different markets and
with a variety of professional expertises, provides
invaluable insights into high-growth markets and
channels. Their different perspectives enhance risk
assessment, enabling a comprehensive analysis of
the risks tied to new geographies and channels.
Board and Executive Management – Gender representation as at 31 October 2024
1
Senior positions refers to the roles of Chair, CEO, CFO and Senior Independent Director.
2 Executive Management refers to the Group Executive Committee, including the Group CEO and Deputy Group CEO and CFO.
For the purposes of making the disclosures set out above, data was collected through voluntary
self-reported submissions from the Board and Group Executive Committee.
Data is as at 31 October 2024 to align with our data submission to the FTSE Women Leaders Review.
There have been no changes to the Board gender and ethnicity data between the reference date
and the date of this report. There have been changes to the membership of the Executive Committee
such that, as at the date of this report, the Executive Management is comprised of 71% men (10)
and 29% women (4), and the ethnic representative is 93% White British or other White (13) and
7% Asian/Asian British (1).
Number of Board
members
% of the Board
Number of
senior positions¹
on the Board
Number in
Executive
Management²
Percentage in
Executive
Management
Men
4
50%
3
10
67%
Women
4
50%
1
5
33%
Other
–
–
–
–
–
Prefer not to say/not specified
–
–
–
–
–
Board and Executive Management – Ethnic representation as at 31 October 2024
Number of Board
members
% of the Board
Number of
senior positions¹
on the Board
Number in
Executive
Management²
Percentage in
Executive
Management
White British or other White
(including minority white groups)
7
87.5%
4
14
93%
Mixed/Multiple Ethnic Groups
–
–
–
–
–
Asian/Asian British
1
12.5%
–
1
7%
Black/African/Caribbean/
Black British
–
–
–
–
–
Other ethnic group,
including Arab
–
–
–
–
–
Prefer not to say/not specified
–
–
–
–
–
Driving operational
efficiencies
Enhancing business
capabilities to drive
growth and performance
Prioritising high-growth
markets
Corporate governance
Financial statements
Strategic report
Overview
115
SSP Group plc Annual Report 2024
Nomination Committee Report continued
2024 Board Performance Review
The Chair is responsible, with assistance from
the Nomination Committee, for ensuring that
the Company has an effective Board with an
appropriate combination of skills, experience
and knowledge.
Each year the Board undertakes a formal rigorous
review of the Board and its Committees as well as
of the Chair and the individual Directors, to ensure
that they continue to be effective and that each
of the Directors demonstrates commitment to
their respective roles as well as having sufficient
time to meet their commitments to the Company.
The Board Performance Review process also
allows the Chair to consider the composition
and diversity of the Board and its Committees.
The external Board review conducted in the
year was undertaken by Independent Audit
Limited (Independent Audit). Independent Audit
are signatories to the Corporate Governance
Institute’s Code of Practice for independent
board reviewers.
Board Performance Review Process
At the outset of the process, the Chair and Group
General Counsel and Company Secretary agreed
the timing, scope and nature of the review with
Independent Audit, including key themes for
discussions as well as the best approach to adopt
to ensure the performance review process was
challenging and comprehensive. As a result,
the review process included a combination of
observation of Board and Committee meetings
and interviews by the Independent Audit team with
the Board, regional CEOs and regular attendees
of the Board and Committee meetings, together
with a review of various material, such as Board
papers. Inclusion of the CEOs in the process was
new this time, received positive feedback from
the CEOs and has led to additional insight.
Independent Audit’s draft report was initially
reviewed by the Chair and the General Counsel
and Company Secretary and Senior Independent
Director. Once finalised it was shared with Board
Members in advance of a Board meeting for
review and discussion.
Outcomes and Actions from the Review
The Performance Review highlighted the evolution and significant
development of the Board since the last external review in 2021.
In particular, it recognised the strong working relationships and the
trust and respect for the Directors both within the boardroom and
among the wider management team.
Notable strengths included:
• The Chair continues to be highly respected for his business acumen as well as the open
and informal dynamics that he has fostered.
• The members of the Board were found to work well with one another and as a group
• The Senior Independent Director is felt to provide good counsel to the Chair.
• The Board benefits from a diverse group of NEDs who bring a range of functional
expertise and business experience.
• Post-Covid, the NEDs were felt to have put a lot of effort into becoming familiar
with the business and the wider management team and have benefited from travel
to various global locations, meeting people and experiencing the culture firsthand.
• Board meetings were found to be positive with a healthy amount of debate, and a high
degree of mutual respect.
• Regional managers feel the NEDs engage well on major topics and that they understand
their businesses well.
• The Designated NED for Employee Engagement is highly commended by her board
colleagues and all the regional CEOs for her work in ensuring the Board is in touch
with the employee voice.
• All three committees are chaired well and are well supported by managers and advisors.
• The Deputy Group CEO & CFO and his team have put considerable work into
strengthening the risk and assurance framework. The Board and particularly
the Audit Committee Chair have given strong support in this area.
Corporate governance
Financial statements
Strategic report
Overview
116
SSP Group plc Annual Report 2024
Nomination Committee Report continued
Areas for Development
Recommendations
Recommendations
Actions taken
Actions
2024 Board Performance Review continued
Progress made on areas of focus
from 2024 performance review
Noting the well-planned forward agenda, the
Board would benefit from further time allocation
between agenda items. While the improved
quality of papers was noted, the Board was also
advised to consider ways in which it could ensure
consistent use of the briefing papers to best set
up discussions. Further sessions with the regional
CEO and CFOs were recommended to increase
oversight of key business drivers.
2.
Continuing development
of risk and assurance
framework
1.
Maintaining focus
on the critical
business drivers
3.
Hybrid Meeting
experience
The Chair and
Company Secretary
have made good
progress on reviewing
the forward agenda.
Teach ins and training
to be developed on
papers to support those
who submit papers.
Evolution of the
internal controls
and risk management
systems is underway
and continuing.
Management is already
reviewing options with
a view to implementing
a solution in FY25.
Build on the progress made with a clear plan
for the next stage of development of the
assurance functions and review the framework
which manages the interplay between local risk
management and group-level oversight to
ensure it is effective and appropriate.
Look at the use of technology to enhance the
meeting experience when there is a combination
of attendees joining remotely and in person.
Managing
the Agenda
Risk and
Compliance
Diversity
and Inclusion
Standardised briefing notes for all
Board and Committee papers were
introduced, which highlight the areas
the Directors need to focus in on and
a forward planner for the year ahead
is developed and approved by the
Board and each Committee.
The appointment of a Group Safety
Director and Group Director of Risk
and Assurance has supported the
considerable progress made in
these areas.
Diversity and inclusion awareness
and development programmes
were given during 2024, and several
networks were launched as part of
the ‘Belong at SSP’ campaign.
Three focus areas were identified and
while the Board has been aware of the
need to develop these areas and in some
cases we have begun to improve, there
is more to be done.
Corporate governance
Financial statements
Strategic report
Overview
117
SSP Group plc Annual Report 2024
Audit Committee Report
The Committee has worked with the Board
and management to oversee the accounting
for the acquisitions in the year as well as the
Group’s preparations for the upcoming
corporate governance reforms.
Tim Lodge
Chair, Audit Committee
Our highlights in 2024
Meeting attendance
Our priorities for 2025
Time spent
Risk management and internal controls
Internal audit
External audit
Group financial statements
• Reviewed and challenged the accounting
for the acquisitions in the year.
• Reviewed and challenged the recognition
of the US deferred tax asset.
• Reviewed the Group’s risk management
and internal control processes.
The Audit Committee is chaired by Tim Lodge.
All other members of the Committee are
independent Non-Executive Directors.
Director
Date appointed
as member
Number of
meetings
attended
Tim Lodge
1 October 2020
4/4
Carolyn Bradley
1 October 2018
4/4
Kelly Kuhn
1 January 2022
4/4
Our usual September meeting was held in October. This has been included
for consistency with prior years.
The Audit Committee terms of reference can be found
at www.foodtravelexperts.com
• During the first half of FY25, the Group
will conduct its audit tender process which
will be led by the Audit Committee.
• Continue to monitor the development
of Group’s risk management and internal
control systems.
• Continue to monitor the rollout of the
Group’s systems improvement.
Corporate governance
Financial statements
Strategic report
Overview
118
SSP Group plc Annual Report 2024
Responsibilities of the Committee
Activities in the year
Outcomes
Page
Risk management and internal controls
Reviewing the Group’s internal financial controls and its
risk management systems and monitoring the effectiveness
of the Group assurance function.
• Approved the evolved risk management and internal
audit framework.
• Reviewed the extensively updated 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
(see Risk section set out on pages 72-84).
• Reviewed the effectiveness of the risk management system
and internal controls.
• Reviewed and monitored any controls issues raised through
internal audit.
• Determined the risk management system and internal
controls were operating effectively.
• Determined that control findings had been appropriately
followed up and closed down.
123
Internal audit
Reviewing and approving the role and mandate of the Group’s
Internal Audit function, and monitoring and reviewing the
function’s effectiveness.
• Reviewed the scope of the annual internal audit programmes.
• Reviewed the outputs from the Internal Audit function.
• Monitored the effectiveness of the internal audit process.
• Evaluated the internal audit strategic risk assurance process
and its role.
• Agreed the annual internal audit plan.
• Determined that internal audit findings had been
appropriately followed up and closed down.
123-124
External audit
Overseeing the relationship with the external auditor,
monitoring the external auditors’ independence and
objectivity, approving its fees and, if thought fit,
recommending their reappointment.
• Reviewed and approved the external audit plan including
the scope of the Group audit.
• Reviewed the outputs and monitored the effectiveness
of the external audit process.
• Reviewed and monitored the external auditor’s
independence and objectivity including reviewing the
policy on engagement with the external auditor to supply
non-audit services.
• Agreed the scope of the external annual audit.
• Approved the external auditors’ remuneration.
• Determined the external auditor continued to operate
effectively and independently and recommended the
reappointment of KPMG as auditor.
124
Group financial statements
Monitoring the integrity of the Group’s financial statements
and reviewing and reporting to the Board on material financial
reporting issues and judgements.
• Reviewed the Group’s financial statements, challenging
the assumptions and judgements made by management
in determining the financial results of the Group, including
ensuring that the disclosures in the financial statements
were appropriate.
• Evaluated and recommended to the Board the going
concern assumption and longer-term viability statements.
• Reviewed the accounting treatment and judgments
applied to the acquisitions in the year and the US deferred
tax recognition.
• Recommended the approval of the Group’s financial
statements.
• Determined Alternative Performance Measures (APMs)
and the continued reference to pre-IFRS 16 numbers
were appropriate.
• Recommended to the Board the going concern assumption
and longer-term viability statements.
• Concluded that the key accounting treatments and
judgements were appropriate.
121
Audit Committee Report continued
Corporate governance
Financial statements
Strategic report
Overview
119
SSP Group plc Annual Report 2024
Dear shareholder,
I am pleased to present the report of the Audit
Committee (the ‘Committee’) for the year ended
30 September 2024.
During the year, the Committee has continued to
play a key role in assisting the Board in discharging
its oversight responsibility. Our focus has been
on monitoring the integrity of the Group’s financial
reporting, internal control and risk management
systems, reviewing the effectiveness of internal
and external audit programmes, overseeing
business conduct and ethics and ensuring that
the Group’s processes and controls prevent
fraud and the facilitation of tax evasion.
During the last twelve months, our business
has deployed significant capital, both in terms of
building new units and undertaking four significant
acquisitions, and the focus will now move to
embedding these new units and ensuring the
acquisitions deliver the returns per the business
cases. This has resulted in the effectiveness of
pipeline mobilisation and efficiency programmes
becoming even more critical looking forward
to FY25. Further details of these risks and their
mitigating controls are set out on pages 72-84
of this Annual Report.
The Committee has worked with the Board and
management to ensure that operational controls
and governance processes have been kept under
regular review by our Risk Committee, our
Internal Audit function and by the Committee.
The expertise and experience of the members
of the Committee is summarised on pages 92-93.
The Group General Counsel and Company
Secretary, Fiona Scattergood, acts as Secretary
to the Committee.
At the Committee’s invitation, the Chair of the
Board, non-member Non-Executive Directors,
the Group CEO, the Deputy Group CEO and CFO
and senior members of the SSP Group Finance
and Business Controls departments attended
meetings of the Committee, together with senior
representatives from the internal and external
auditors. The Committee holds private sessions
with the internal and external auditors without
management being present. Between meetings,
I have regular interaction between meetings with
the Chair of the Board, the Group CEO, the Deputy
Group CEO and CFO, the Group General Counsel
and Company Secretary, and the Group Director
of Risk and Assurance. I also meet privately
with both the internal and external auditors and
provide regular updates to the Board on the key
issues discussed at the Committee’s meetings.
The Committee receives independent assurance
from the Group’s Internal Audit function, which
transitioned during 2024 from a fully outsourced
service to a co-sourced function supported by
Deloitte, and also receives updates from the
external auditors across a wide range of issues.
The Committee is further supported by the Group
Risk Committee which meets quarterly and is
chaired by the Group Deputy CEO and CFO.
The Audit Committee’s performance evaluation
was undertaken as part of the wider Board
Evaluation process set out on pages 116-117.
The evaluation concluded that the Committee
was effective in fulfilling its responsibilities.
In our last letter to you, I reported that we had
recruited a Director of Risk & Assurance as well
as a Group Head of Compliance. Together with
the Group Director of Business Controls, we have
made good steps in significantly enhancing
the Group’s focus on its control environment.
These individuals have worked closely together
to standardise, enhance and bring greater
maturity to our risk and control processes and,
where possible simplify them. The Committee
has invested time to agree plans, support
implementation and review initial outputs.
We have been pleased with the positive reaction
from colleagues across the business. Please see
below for a more extensive discussion of these
improvements and next steps.
The Committee seeks to balance independent
oversight of matters within its remit, with
providing support and guidance to management.
I am confident that the Committee, supported
by members of senior management as well as the
internal and external auditors, has carried out its
duties effectively and to a high standard during
the year.
I would like to thank Kelly Kuhn for her valuable
contribution to the Committee and add my
welcome to Karina Deacon who will join the Board
and Committee, with effect from 1 January 2025.
For details of Karina’s background and experience
see page 94.
Composition and meetings
The Committee held four meetings during the
year and, as at year end, comprises myself and
two other independent Non-Executive Directors,
Carolyn Bradley and Kelly Kuhn. Attendance at
these meetings is shown on page 118. As Chair,
I have recent and relevant financial experience
through my past roles as a Chief Financial Officer
of publicly quoted and large private companies.
It highlighted the Committee’s continuing interest
in undertaking periodic reviews to make sure that
there is appropriate assurance over all types of
risks across the business, and confirmed the
effectiveness of the new risk, assurance and
control functions with encouragement for the
plans to continue the journey towards a more
mature control environment.
In my capacity as Audit Committee Chair, I visited
the Thailand and Australian businesses and held
meetings with key APAC commercial and financial
management teams discussing the key aspects
of the entire region. A fuller description of the
operation of the Committee during the year
is set out in this report. I will be available at
the 2025 Annual General Meeting and welcome
the opportunity to answer any questions from
shareholders about the work of the Committee.
Tim Lodge
Chair, Audit Committee
2 December 2024
Audit Committee Report continued
Corporate governance
Financial statements
Strategic report
Overview
120 SSP Group plc Annual Report 2024
Financial reporting
As part of our work to ensure the integrity of financial reporting, the Committee focused on the following areas during the year:
Area
Background
Committee’s activities and conclusions
Cash-generating
units impairment
assessment
Cash-generating units (CGUs) are required to be tested for impairment
annually if there is a trigger for impairment. Management has determined a
CGU to be a site, e.g. an airport or a rail station. Management have exercised
significant judgement during the process relating to discount rates, future
growth rates and cash flows.
A group wide impairment trigger has not been recognised in FY24. Specific
impairment or reversal of impairment triggers have been recognised in
certain jurisdictions, primarily where sites are being exited.
Total impairments recognised related to fixed assets and ROU assets are
£17.1m and £6.3m respectively. Further details on impairments have been
set out in note 11.
The Committee challenged key judgements made by the management. We reviewed the methodology
and checked to see if the rates were in a similar range with a comparator group whilst adjusting for any
Company specific factors. The updated discount rates were deemed to be reasonable.
We also challenged the consistency of forecasting assumptions used in this exercise against those
used for the goodwill impairment exercise. Whilst the CGU impairment exercise was carried out at
a much more granular level and management have exercised judgement based on their knowledge of
specific cash flows for each site, we noted that overall, the forecasting assumptions were consistent
with forecasts used for the goodwill impairment and going concern exercises.
Acquisition
accounting for the
various acquisitions
in the year
During the year the Group completed four significant acquisitions,
Name
Country
Consideration
Denver airport (part of Midfield)
US
£15.1m
ECG Ventures
Canada
£32.2m
Mack II
US
£11.0m
ARE
Australia
£82.9m
The Group performed purchase price allocation exercises for all acquisitions,
using a consistent methodology, with the most significant fair valued assets
being the right-of-use asset associated with the concession contracts.
The Committee reviewed the purchase price allocation prepared by management, and audited
by KPMG, and challenged the key assumptions, on the forecasted sales and EBITDA and the
appropriateness of discount rates used.
The Committee challenged management and the auditors regarding the completeness of the assets
identified in respect of the transaction and were satisfied with the results.
As requested by the Committee, the Auditors reviewed the purchase price allocation prepared
by management and management’s advisors to the transaction and independently challenged
management on the accounting treatment and judgments applied. The Auditor reported to the
Committee that the purchase price allocation was appropriate.
Taxation
The Group operates, 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 Committee recognises that management judgement is required in
determining the amount and timing of recognition of tax benefits and an
assessment of the requirement to make provisions against the recognition
of such benefits.
During the year, the Group concluded that there is now convincing evidence
of probable future taxable profits arising in the US to support the recognition
of part of the previously unrecognised deferred tax assets. An amount of
approximately £50m remains unrecognised at the end of the year.
The Committee reviewed the Group’s tax strategy and received reports and presentations from the
Group Head of Tax, setting out the tax strategy and highlighting the principal tax risks that the Group
faces and the judgements underpinning the provisions for potential tax liabilities.
The Committee also received a presentation regarding deferred tax assets and the criteria for
recognition as well as a detailed report on the convincing evidence considered and steps taken to
calculate and recognise part of the US business’s significant deferred tax assets. The Committee also
reviewed the judgement made to limit the recognition of the deferred tax asset to the probable future
taxable profits arising over the remaining average contracts term in the US business, and in doing so
took account of the recent history of periods in which tax losses were incurred.
The Committee also reviewed the results of the external auditor’s assessment of and the recognition
and measurement of the deferred tax assets and liabilities, and having done so was satisfied with the
key judgements made by management.
Audit Committee Report continued
Corporate governance
Financial statements
Strategic report
Overview
121
SSP Group plc Annual Report 2024
Area
Background
Committee’s activities and conclusions
Going concern and
viability statement
In order to support its going concern assessment, the Group carries out
reviews of its available resources and cash flows regularly with a more
detailed viability assessment carried out on an annual basis.
In making the going concern assessment, the Directors have considered
forecast cash flows and the liquidity available over the going concern period.
In doing so they assessed a number of scenarios, including a base case
scenario and a severe but plausible downside scenario.
With some uncertainty surrounding the economic and geo-political
environment over the next twelve months, a downside scenario has also
been modelled, applying severe but plausible assumptions to the base case.
This downside scenario reflects a very pessimistic view of the travel
markets for the remainder of the current financial year, assuming sales
that are around 5% lower than the levels in the base case scenario.
The Committee challenged management’s trading and liquidity forecasts for both the base case and
the downside scenario, focusing on the reasonableness of the pace of recovery of passenger numbers,
continued access to financing and the ability to meet its existing financial covenants. We noted that
in both the base case and the downside case the Group would continue to have sufficient liquidity
headroom based on the forecast cash and committed available facilities. Furthermore, in both its base
case and its severe but plausible downside scenario, the Group would have headroom against all of the
applicable covenant tests at all testing dates during the period of assessment.
After careful review and taking into account observations made by the auditors following their review
of assumptions made by management, the Committee was satisfied and recommended to the Board
that the Directors should continue to adopt the going concern basis of preparation, and that based
on the current funding facilities available, the Directors could have a reasonable expectation that the
Group will be able to continue in operation and meet its liabilities as they fall due for a period of at least
12 months from the date of approval of the financial statements.
Alternative
performance
measures
In addition to IFRS based performance measures, the Directors also use
alternative performance measures (‘APMs’) to provide additional useful
information on the underlying trends, performance and position of the
Group (see pages 50-52). These measures are not defined nor specified
under IFRS and therefore are not intended to be a substitute for the same.
Furthermore, management have presented ‘pre-IFRS 16’ numbers and
commentary together with the IFRS numbers in the Financial Review and
other sections. This is because the pre-IFRS 16 basis is consistent with the
financial information used to inform business decisions and investment
appraisals. In management’s view presenting the information on a pre-IFRS 16
basis provides useful and necessary additional information to enhance the
reader’s understanding of the Group’s results.
The Audit Committee noted the guidance issued by the FRC in relation to the use of APMs and
considered whether the performance measures used provided meaningful insights for shareholders
into the Group’s results. The Committee also reviewed the treatment of items considered for separate
disclosure in the Annual Report and Accounts, ahead of their approval by the Board. The Committee
also continued to support the judgements made by the management regarding those items
considered as exceptional and requiring separate disclosure.
The Committee reviewed the ‘Pre-IFRS 16’ disclosures included in the current year and concluded that
these were reasonable to include in the Annual Report and Accounts for the year, noting that the Group
continues to receive feedback from users of the financial statements that this information was useful
and that similar companies continue to provide equivalent disclosures.
The Committee concluded that clear and meaningful descriptions had been provided for the APMs
used and that the relationship between these measures and the statutory IFRS based measures was
clearly explained. It was also concluded that the Committee supported the considered understanding
of the financial statements, and that the APMs had been accorded equal prominence with measures
that are defined by, or specified under, IFRS. In reaching its conclusions on APMs, the Committee took
account of management’s responses to its challenge and of the reporting received from and
observations made by the Auditor.
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 coordination 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 external 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 an operational level;
• a verification process dealing with the factual content of the reports;
• a comprehensive review by the Directors and the senior management team; and
• the reporting received from management and the Auditors.
Audit Committee Report continued
Corporate governance
Financial statements
Strategic report
Overview
122 SSP Group plc Annual Report 2024
Audit Committee Report continued
Risk management and internal control
The Board has overall responsibility for risk
management and internal control systems, and
for reviewing their effectiveness. This process is
overseen by the Committee on the Board’s behalf.
It is increasingly important that this is carried out
in the context of the social, environmental and
ethical matters relating to the Group’s business.
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, but not absolute assurance against
material misstatement, loss, fraud or breaches
of law and regulations. The Board has established
a clear organisational structure with defined
authority levels.
The day-to-day management of risk and
maintenance of effective systems of internal
control is delegated to the Executive Directors
of the Group. The Executive Directors meet with
both operational and financial management on a
weekly and monthly basis to monitor performance
and discuss matters relating to the management
of risk and internal control. Key financial and
operational performance measures are reported
on a weekly and monthly basis and are measured
against both budget and reforecasts in these
meetings. A summary of the Group’s risk
management system is set out on pages 72-75.
A discussion of the country/regional/Group risk
processes are set out on page 75.
As noted in the section on TCFD reporting
on pages 64-71, climate risks were reviewed and
considered by the Committee in giving its sign off
on the accounts (see also page 181).
The Committee reviewed the effectiveness
of the Group’s financial and other internal control
systems through the Core Financial Controls
assessment exercise, as well as though the reports
of the internal and external auditors during the
year. It subsequently reported on these matters
to the Board to allow it to carry out its review.
Business Controls
The Director of Business Controls and latterly the
newly appointed Director of Risk and Assurance
provide management and assurance of the controls
framework. In particular, they have considered
proposed changes to the control environment
as set under the Corporate Governance Reform.
While much of this has now been withdrawn,
the work to enhance the controls environment
remains on the agenda.
Compliance
Over the past 12 months, our primary focus has
been consolidating various compliance activities
previously managed individually within the Legal
Team into the newly formed Group Compliance
Function (GCF), established at the end of 2023.
This centralisation has allowed us to systematically
assess and enhance our compliance framework,
centred around meeting legal and regulatory
requirements while aligning with established
best practices. Through this process, we have
identified areas for improvement and determined
the most effective solutions to strengthen our
compliance programme.
While maintaining business-as-usual processes,
the Group Head of Compliance has conducted
a comprehensive review of how each Region
manages its compliance programme within
our decentralised business model. This review
has been instrumental in pinpointing regional
variations, identifying best practices and
highlighting opportunities for alignment that
would improve both efficiency and consistency
across SSP’s global operations. This groundwork
has laid the foundation for a more cohesive and
effective approach to meeting our regulatory
obligations globally.
An important insight from the regional
compliance review was the need to further
integrate technology solutions within our
compliance framework. Work was carried out
during the year to identify a united technology
solution to enhance our approach to compliance.
This shift to a technology-driven approach will
significantly enhance efficiency, improve data
accuracy, and enable more responsive and agile
compliance management across SSP’s global
operations. By embedding technology within
our compliance programme, we build a solid
foundation for sustainable compliance, ensuring
our ability to adapt to complex regulatory
environments and meet our legal, regulatory,
and ethical obligations.
Internal audit
Internal Audit plays a key role in providing
independent assurance over the adequacy
and effectiveness of internal controls through
a programme of reviews based on a continuing
assessment of business risks across the Group.
Deloitte LLP (‘Deloitte’) act as co-sourced internal
audit provider to the Group, and the partner
responsible reports to the Group Director of Risk
and Assurance, in addition to being a permanent
attendee of the Group Risk Committee and
Audit Committee.
In addition to the Group Risk Committee and Audit
Committee, the outputs of Internal Audit activity
are reported to the newly established regional
risk committees, providing regional leadership
with regular visibility and oversight of key internal
control matters, and facilitating the prompt
remediation of identified control weaknesses.
Where control deficiencies are noted through
the assurance work performed, Internal Audit
will perform follow-up reviews and visits.
Internal Audit provide updates on progress and
outputs of the internal audit plan at each meeting
of the Audit Committee. The Internal Audit Plan is
risk-based, with a focus on providing appropriate
assurance coverage over Principal Risks and the
risks identified in Group, regional and country
risk registers. The Internal Audit Plans is
prepared in accordance with standards promoted
by the Chartered Institute of Internal Auditors.
The Committee monitors the effectiveness of
internal audit plan in accordance with the Group’s
ongoing requirements.
Corporate governance
Financial statements
Strategic report
Overview
123 SSP Group plc Annual Report 2024
Audit Committee Report continued
The Committee reviewed the performance of
the internal audit function and the effectiveness
of assurance processes with the support of
the Group Director of Risk and Assurance,
who implemented an action plan to enhance
the effectiveness of the function under the new
co-source arrangement. The Group Directors
of Business Controls and Risk & Assurance
have brought discipline and clarity to assurance
processes, enabling Internal Audit’s focus on
true third line assurance. The audit plan for the
year ending 30 September 2025 was developed
in the context of a three year cycle and linked
to the output of the upgraded risk assessment,
enabling an understanding of how frequently
risks are covered and an assessment of the
adequacy of auditing resources. The benefits of
these initiatives have been seen and appreciated
by the Committee during the course of the year.
Over the coming year, the internal audit function
will move to a true co-source model with the
establishment of an in-house team to focus on the
delivery of core audit areas and country reviews,
supported by Deloitte who will perform specialist
audit work including IT audit, and country reviews
where local language skills are required.
External audit
The effectiveness of the external audit process and
independence of KPMG LLP (KPMG), the Group’s
external auditor, is key to ensuring the integrity
of the Group’s published financial information.
Prior to 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 external auditor that flowed from
their audit work. The Committee specifically asked
KPMG to consider whether, based on their financial
statements audit work, the information in the ARA
is materially misstated or inconsistent with the
financial statements or their audit knowledge. In
addition, the Committee asked KPMG to consider
the accounting treatment of the acquisition of
ARE and US Deferred Tax Assets.
The Committee carried out an assessment of
the external audit process during the financial
year, including KPMG’s role in that process. The
Committee also considered the robustness of the
audit process including, the level of challenge given
by KPMG to critical management judgements and
assumptions and the extent to which professional
scepticism was shown by KPMG. This took account
of the Committee’s own discussions with the
external auditor on the work performed around
areas of higher audit risk. It also took account of
discussions of the Auditor’s conclusions on those
areas, and the depth of the auditor’s understanding
of the Group’s businesses.
The review of audit effectiveness 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, acknowledgement
of a seamless transition to the new lead KPMG
partner and the Committee was satisfied with
KPMG’s responses to the points raised in the
survey. Further, the Committee considered that
KPMG provided good challenge to management
to ensure the integrity of the financial reporting.
Each year the Committee considers the annual
review by the FRC’s Audit Quality Review Team
and challenges KPMG to ensure continuous
improvement. The results and feedback from
the survey are incorporated in the next year’s
external audit plan.
During the year, the Financial Report Council
conducted an Audit Quality Review for the year
ended 30 September 2023. The Chair of the
Committee met with the FRC at their invitation at
the start and end of their review. The Committee
was reassured with the Review’s conclusions on our
areas of key focus, and noted their comments on
restoration provisions, which, while directed to the
auditor, were also relevant to the Group which has
subsequently enhanced the associated disclosures.
Tender for the external audit
KPMG was originally appointed as external
auditor in 2006 while the Company was privately
owned, starting its role as auditor to a publicly
listed Company on the Group’s IPO in 2014.
Following a formal tender process in 2015,
KPMG was reappointed as external auditor
at the 2016 AGM. The audit partner for the year
ended 30 September 2024 is Lourens de Villiers.
This is his second year in the role following
partner rotation.
The Committee considered the outputs from the
2024 Internal Audit Plan, reviewed management’s
responses to the matters raised and ensured that
any agreed actions were timely and commensurate
with the level of risk, whether real or perceived.
The backlog of actions which grew during the
Covid-19 hibernation has been cleared. 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
controls or mitigate risk.
The Committee concluded that, based on the
results of the work undertaken by Internal Audit,
the Controls Self-Assessment exercise, other
sources of assurance and reports received during
the year, substantial assurance can be taken that
the Group’s risk management and internal control
systems are effective.
Corporate governance
Financial statements
Strategic report
Overview
124 SSP Group plc Annual Report 2024
Audit Committee Report continued
Under the Statutory Audit Services for Large
Companies Market Investigation (Mandatory
Use of Competitive Tender Processes and
Audit Committee Responsibilities) Order 2014
(the ‘CMA Order’), the Group is required to put
its external audit process during FY25 for the
year ending 30 September 2026. The Committee
confirms it complies with the provisions of the
CMA Order and that there are no contractual
obligations that restrict the Company’s choice of
external auditor. The Committee decided not to
invite KPMG to re-tender for the audit given their
20-year tenure, during which the company will
have been publicly listed for 12 years; the decision
was taken to reflect the spirit of the CMA Order
regarding tenure and should not be seen as any
reflection on KPMG’s performance.
The Committee’s intention to hold a tender
immediately after the Group’s results in December
2024, is in the best interests of shareholders as it
will enable comparison across a number of firms
and direct competition in terms of quality and
value for money.
The Audit Committee has directed management
to ensure that where relevant the independence of
the prospective audit firms is maintained and that
they are aware of the upcoming tender timetable.
Auditor independence and
non-audit services policy
The Committee reviews the formal policy
governing the engagement of the external
auditors to provide non-audit services on an
annual basis. It sets out the circumstances in
which the auditor may be engaged to undertake
non-audit work for the Group. The Committee
also 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, e.g.
audit-related services, engagements for non-audit
services that are not prohibited are subject to
formal review by the Committee based on the
level of fees involved, with reference to the 70%
cap that applies. 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. The Group’s non-audit
services policy was reviewed in the year with no
material changes, and the Committee are satisfied
they remain in line with the latest ethical guidance.
Details of fees payable to the external auditor
are set out in note 5 on page 183. In 2024, non-audit
fees represented approximately 8% of the audit
fee. KPMG has provided services to certain Group
companies and the non-audit fees in 2024 included
£0.1m of fees for assurance work in relation to
turnover certificates, which are needed to comply
with certain local regulations.
The external auditor reported to the
Committee on its independence from the
Group and confirmed it had complied with
the independence requirements as set out
by the APB Ethical Standards for Reporting
Accountants. The Committee is satisfied that
KPMG has adequate policies and safeguards
in place to ensure that auditor objectivity
and independence are maintained.
KPMG fees
The total fees paid to KPMG in the year ended
30 September 2024 were £3.5 million, of which:
Audit services
£1.4 million – audit of these financial statements
£1.8 million – audit of financial statements
of subsidiaries
Non-audit services
£0.2 million – audit-related services
£0.1 million – assurance work for turnover
certificates within the business
Further disclosure of the remuneration paid to KPMG
can be found in note 5 on page 183.
Corporate governance
Financial statements
Strategic report
Overview
125 SSP Group plc Annual Report 2024
Remuneration Committee Report
The Committee would like to thank all our
colleagues for their unwavering commitment,
passion and effort in delivering significant
progress against our strategy.
Carolyn Bradley
Chair, Remuneration Committee
Our highlights in 2024
Meeting attendance
Our priorities for 2025
Time spent
Executive Remuneration Policy
Executive Remuneration Practice
Remuneration Outcomes
Wider workforce
• Continue to monitor and assess executive
remuneration to ensure it supports SSP’s
strategy and Group ambitions.
• Continue to evolve and enhance the wider
workforce total reward strategy and policies
to ensure they have strong alignment with the
Company’s values and high-performance culture.
Colour key to our Remuneration Report
Fixed Remuneration
Annual Bonus
Long-term Incentives
• Redesign of the long term incentive plan to
ensure continued alignment to our business
strategy and shareholder experience.
• Review of the bonus financial measures,
also in support of continued alignment
to our business strategy.
• Proactive engagement with shareholders
as part of the review of incentives, especially
in consideration that the review was being
conducted outside of the mandatory
three-year remuneration policy cycle.
• Continued focus on wider workforce
remuneration, including the relaunch of the
Share Incentive Plans, alongside a variety
of regional and local initiatives.
The Remuneration Committee is chaired by Carolyn
Bradley. All other members of the Committee are
independent Non-Executive Directors.
Director
Date appointed
as member
Number of
meetings
attended
Carolyn Bradley
1 October 2018
5/5
Apurvi Sheth
1 January 2022
5/5
Judy Vezmar¹
1 August 2020
3/5
1
Judy was unable to attend two meetings due to unforeseen
circumstances but was fully briefed and provided input ahead
of the meetings.
The Remuneration Committee terms of reference
can be found at www.foodtravelexperts.com
Corporate governance
Financial statements
Strategic report
Overview
126 SSP Group plc Annual Report 2024
Responsibilities of the Committee
Activities in the year
Outcomes
Page
Executive Remuneration Policy
Ensure the objective of the executive remuneration policy
is to retain and motivate executives who will promote and
deliver the Company’s long-term sustainable success.
• Reviewed the long-term incentive arrangements to ensure
they support the current phase of the Company’s strategic
focus and priorities.
• Determined that it was the right time to make changes
to the long-term incentive plan, and reintroduce a
Performance Share Award.
147-151
Executive Remuneration Practice
To consider and determine all elements of executive
remuneration and review the ongoing appropriateness
and relevance of the applicable practices.
• Reviewed incentive schemes in line with our Policy to
determine if any adjustments are appropriate for FY25.
• For the long-term incentive plan, introduced EPS, ROCE
and TSR as appropriate measures.
• For annual bonus, determined that the primary annual bonus
financial measure is changed from EBITDA to EBIT.
• The annual bonus EPS measure has been introduced to more
senior leaders (extending further than the Executive team),
to strengthen alignment to global objectives and
shareholder experience.
139
Remuneration Outcomes
To consider and determine all elements of remuneration
of the Group Executive Committee and ensure link between
pay and performance.
• Assessed the outcomes of the annual bonus and RSP against
the targets set at the beginning of the performance period
to ensure the outcome is reflective of company performance.
• The Committee concluded that the annual bonus and RSP
outcomes were appropriate and therefore did not exercise
discretion to adjust outcomes.
• The Committee did not use any malus and clawback
provisions during the year.
135-138
Wider workforce
To review workforce remuneration and related policies across
the Group and have regard to them when setting the executive
remuneration policy and determining their outcomes.
• Reviewed wider workforce remuneration alongside the
relevant cyclical reward activities (e.g., salary, bonus and
LTIP) to ensure executive reward decisions are
proportionately considered.
• Ensured continued alignment of wider workforce incentives
and rewards with culture and values.
• Global wider workforce remuneration policy and practice
presented to Committee for review and consideration.
• Summary of wider workforce outcomes (salary review
and annual bonus) presented to Committee alongside
executive proposals.
• Committee responsibilities expanded to include
all-employee share plans, and ensuring they operate
in accordance with the rules of the scheme.
128, 138
Remuneration Committee Report continued
Corporate governance
Financial statements
Strategic report
Overview
127 SSP Group plc Annual Report 2024
Statement by the Chair of
the Remuneration Committee
Dear Shareholder,
Introduction
On behalf of the Board and the Remuneration
Committee, I am pleased to present the Directors’
Remuneration Report for the year ended
30 September 2024, which contains:
• the annual remuneration report, describing
how the existing Directors’ Remuneration
Policy has been applied in the 2024 financial
year and how we intend to operate Directors’
remuneration in the 2025 financial year; and
• the proposed Directors’ Remuneration Policy,
to be put to a shareholder vote at the 2025 AGM.
Performance context
On behalf of the Remuneration Committee, I’d like
to start by thanking our c.49,000 colleagues for
their unwavering commitment, passion and effort
in delivering significant progress against our
strategy and for taking many steps to make our
business a better business. The Strategic Report
outlines the strong progress made both against
our strategic objectives and in our year-on-year
financial performance.
Our strategic progress is providing a strong
foundation for sustainable growth and returns.
We continued to expand our business in
high-growth markets, with new business wins
and M&A across North America, Asia Pacific
and the Middle East, while we selectively grew
our businesses in the UK and Europe. We also
strengthened our capabilities to drive competitive
advantage, making meaningful progress in the
areas of digital, customer offer, people, and
sustainability, including against our net-zero
ambition. A key focus is ensuring we are an efficient
Notwithstanding this progress, we remain
aware that ongoing high inflation in some locations
means that this continues to be a challenging time
for many of our colleagues across the world.
The approach we took for the pay review this year
was primarily focused on our wider colleague base.
The percentage increase received by our wider
workforce was higher than that received by our
executive team. I outline more detail on this later
in my statement.
SSP remains committed to continuous progress
and development of the colleague experience and
to maintaining the focus and energy that we know
is required for us to further progress our people
and culture strategy.
Remuneration for FY24
FY24 annual bonus outcomes
The bonus framework for Executive Directors was
based on EBITDA (60%) and Earnings Per Share
(20%), with 20% based on strategic objectives.
For the financial measures, we operate a
rigorous structure where a bonus begins to be
earned once the threshold level of performance
is achieved (i.e. 0% at threshold), up to target
(50%) and then maximum earned position
for stretch performance.
Last year, we set a stretching Group EBITDA target
of £348m. On a comparable basis, for example
excluding the benefit of unbudgeted M&A, Group
EBITDA performance for the 2024 financial year
on constant currency was £322m, which aligned
with a threshold outcome of performance. The
shortfall relative to the target largely reflected
that our Continental European division did not
meet expectations, as discussed above.
and value-enhancing business, and we have made
good progress to further our plans for value
creation with a number of efficiency initiatives.
In terms of financial performance, geographically,
three of our four business divisions delivered at
or ahead of expectations in the year, however,
the performance in Continental Europe was
behind expectations due to a combination of
external headwinds and operational challenges.
We have a strong plan in place and have already
taken a number of measures to deliver a marked
improvement in performance going forward.
In addition, our focus now turns to achieving
the expected returns from the elevated level
of investment over the past two years.
Overall, we have made good strategic and
financial progress compared to last year. Our
remuneration outcomes, including a nil payout
on our financial measures in the Annual Bonus,
reflect both the stretching nature of the targets
set at the start of the year and that performance
in Europe in the year fell short of expectations.
Wider workforce context
With the onboarding of our Chief People Officer
earlier this year, the focus for 2024 has been on
the formation of a multi-year people plan centred
around making SSP ‘the best part of your journey’,
with a particular focus on our restaurant and
store managers who are the heartbeat of our
organisation. Further information on the People
initiatives is outlined earlier in the annual report.
Our approach to ensuring continued focus on
colleague experience and wellbeing remains
centred on maintaining the right balance of global,
regional and local actions based on feedback from
colleague engagement and listening sessions.
We are pleased that there are many initiatives
underway across all our operating counties
as a direct result of this feedback.
An EPS target was also introduced for the
2024 financial year with the intention of providing
a more rounded assessment of our financial
performance and strengthen alignment to
shareholder interests and experience. We chose
not to set a threshold position for EPS and required
above target performance for any bonus to be
earned for this element.
Based on the above performance framework, the
EBITDA and EPS outcomes resulted in a nil payout
against these elements. While performance did
not reflect the outcome we collectively set out
to achieve, it does not detract from the evident
year-on-year performance improvement.
The Committee also assessed the Executive
Directors’ achievements against their strategic
objectives that were set at the start of the year.
Based on these strategic objectives, the
Committee believe that both Patrick and Jonathan
have continued to demonstrate their strong
stewardship, experience and exceptional leadership
despite the challenging and ambitious agenda set.
Against these objectives the Committee viewed
the achievement as 15% (out of 20%) for both
Patrick and Jonathan respectively. Full details
of performance against these objectives are
provided on page 135.
Overall annual bonus outcomes were therefore
15% of maximum for both Patrick and Jonathan.
Remuneration Committee Report continued
Corporate governance
Financial statements
Strategic report
Overview
128 SSP Group plc Annual Report 2024
Tranche 3 of the PSP buy-out award was the
final performance-based portion of his buy-out
(mirroring performance conditions from his
previous employer). This award did not meet the
performance conditions required and therefore
lapsed in full. The final portion of his buy-out is
in relation to his deferred FY21 bonus and will
be disclosed in 2025.
Overall performance outcomes
The Committee reviewed the overall performance
outcomes for FY24 in the wider context of the
experience of the Group, its colleagues, its
shareholders and its wider stakeholders. Overall,
we considered that they fairly represented the
performance achieved by the Group and the
management team during the year, and that no
discretionary adjustments to these outcomes
were needed.
Remuneration policy review
Long-term Incentive Review
The review of our Directors’ Remuneration Policy
was completed as part of the 2024 AGM in line
with the standard three-year cycle. At that time,
we opted to make minimal changes to our Policy.
This reflected our view that any large-scale
review should be driven by the strategic context
of the business, rather than the mandatory
remuneration policy approval cycle.
The Committee reflected on the successes of
the RSP since its introduction in 2021, in particular
retaining key talent, and supporting senior leaders
to make the right decisions for the longer-term
trajectory of the business.
Vesting RSP awards
The RSP was put in place as part of our prior
Remuneration Policy review of 2020, with the aim
of ensuring decisions taken by senior leadership
focused on the long-term success of the Company
and were aligned with shareholders, but with more
modest outcomes to recognise moving from
performance measures to performance underpins.
The three-year performance period for
the second award under the RSP completed on
30 September 2024. As last year, the Committee
undertook a qualitative and quantitative
assessment of performance over the three-year
period, with consideration of multiple indicators
to determine the achievement of each underpin.
Our overall assessment considered the strategies
that were implemented to accelerate our recovery
from Covid-19, the continual improvements
year-on-year, the diligent and detailed investment
review process as well as the focus on
strengthening long-term client relationships.
The significant progress and delivery against SSP’s
Sustainability Strategy was key in our assessment
of the third underpin. Further narrative on the
RSP award assessment is detailed on page 138.
The Committee determined that the underpins
had been met in full and are due to vest three
years after the date of grant.
Buy-out awards vesting during the year
On appointment, Patrick Coveney was granted
share awards to replace deferred bonus shares,
and tranches of a performance share plan (PSP)
award granted to him by his former employer.
Full details of this can be found in the FY22
Annual Report.
However, strategically SSP is now in a very
different place compared to when the RSP was
introduced in 2021. The Group has a clear action
plan for driving profitability and margin
enhancements into the future to achieve strong
returns. The Committee was therefore clear
that this was the right time to consider returning
to a performance-based long-term incentive plan
with performance targets linked to the ambitions
of the Group.
As part of the review process, we consulted
with many of our largest shareholders, in total
representing half of our shareholder base, on the
potential long-term incentive design structures.
The vast majority of investors were supportive
of a change to our previous plan and, on balance,
considered that financial results would be better
aligned to shareholder outcomes through a
Performance Share Award (PSA), set with
appropriately stretching targets.
We have not proposed any other changes to the
Policy, and we are not proposing any increase to
the overall quantum received by the Executive
Directors, other than to unwind the discount
originally applied to the RSP award when it was
introduced. Unwinding that discount means that
the new PSA opportunities will therefore be the
same as when we last operated the plan in 2019.
The first award under the proposed PSA will be
subject to EPS (50%), ROCE (25%) and TSR (25%)
performance conditions. These measures were
chosen based on alignment to the business
strategy and with consideration to the views of
our shareholders. The full details of the PSA design
can be found on pages 132 and 140, as well as in the
revised Remuneration Policy on pages 147 to 151.
Remuneration Committee Report continued
We are pleased to be
presenting a revised Long-Term
Incentive plan that aligns to the
Group’s clear action plan for
driving profitability and
margin enhancements.
Carolyn Bradley
Chair, Remuneration Committee
Corporate governance
Financial statements
Strategic report
Overview
129 SSP Group plc Annual Report 2024
The Committee believes that the PSA is the
right structure for SSP for our current strategic
context, and will reinforce our intention to drive
and deliver strong performance and returns, while
enhancing alignment with shareholders. As our
strategy evolves we will continue to review our
approach to long-term incentives to ensure it is
effective and aligned with shareholder interests,
for example the choice of performance measures,
or any future role for RSP awards alongside the
PSA. In the event that the Committee considers
that a significant change to the remuneration
structure is appropriate, we will proactively
consult with shareholders prior to making
any change.
Remuneration for FY25
Salary increases
In determining the salary increases, we have
continued to consider external and internal
environment pressures and the increasing demand
for talent. In FY24, the Committee reviewed
Executive Director salaries at the same time as all
other salaried colleagues and agreed to award a
salary increase of 3% to both Executive Directors
with effect from 1 October 2024. This is below
the average salary increases for our UK hourly
and salaried wider workforce, who received
average increases of 9.4% and 3.7% respectively.
Salaries will next be reviewed in June 2025.
FY25 annual bonus measures
We continue to review all remuneration elements
in line with our policy. Along with the long-term
incentive, the annual bonus was also reviewed
and for FY25, the primary annual bonus financial
measure will be operating profit rather than
EBITDA, with a 60% weighting. This will continue
to be assessed alongside EPS (20%) and strategic
objectives (20%).
Looking forward
We look to FY25 and beyond with confidence
and optimism as we continue to see significant
opportunities for SSP. The long-term incentive
plan design review completed this year ensures a
strengthened alignment of our business strategy,
financial outcomes and shareholder experience
with the incentive arrangements for our Executive
Directors and senior leaders. The Committee
would like to thank shareholders involved in the
review and remains committed to an open and
transparent dialogue with shareholders on
executive remuneration at SSP, and I hope
you will support us at the forthcoming AGM.
The Directors’ Remuneration Report has been
approved by the Board and signed on its behalf by:
Carolyn Bradley
Chair, Remuneration Committee
2 December 2024
Remuneration Committee Report continued
Corporate governance
Financial statements
Strategic report
Overview
130 SSP Group plc Annual Report 2024
Remuneration at a glance
Executive Directors
Remuneration outcomes for the
year ended 30 September 2024
The table below provides a high level overview of what
our Executive Directors earned in 2024.
All figures shown in £000
Fixed pay
(salary, pension
and benefits)
Annual bonus
RSP vesting
Patrick Coveney
866
211
569
Jonathan Davies
565
120
346
Annual revenue (£m)
2024
2023
2022
2021
1,433
2,795
2020
2019
834
3,010
3,433
2,185
Pre-IFRS 16 underlying Operating profit/(loss) (£m)
2024
2023
2022
2021
-212
2020
2019
-209
164
221
206
30
Equity Exposure of our Executive Directors
Patrick Coveney
Jonathan Davies
436%
582%
218%
£959
250%
794%
200%
212%
218%
2024 Minimum Shareholding Requirement
Actual Shareholding
Interests in unvested/unexercised Shares
Performance outcomes for the year ended 30 September 2024
Overview of implementation of Policy in FY25
A summary and comparison of the proposed 2025 financial year and 2024 financial year Executive Director packages is set out below.
Element of remuneration
Patrick Coveney
Jonathan Davies
2025
2024
2025
2024
Base salary¹
£826,150
£802,100
£549,000
£533,000
Pension (% of base salary)
3%
3%
3%
3%
Annual bonus maximum (% of base salary)
175%
175%
150%
150%
Annual bonus measures
Financial and Strategic
Financial and Strategic
Financial and Strategic
Financial and Strategic
Annual RSP (% of base salary)
–
100%
–
100%
Annual PSA (% of base salary)
200%
–
200%
–
Shareholding requirement (% of base salary)
250%
250%
200%
200%
1
Patrick Coveney and Jonathan Davies received a 3% salary increase effective 1 October 2024, which is below the average salary increases received by the wider UK colleagues. The next salary review will take place for all colleagues in June 2025.
Corporate governance
Financial statements
Strategic report
Overview
131
SSP Group plc Annual Report 2024
Remuneration Committee Report continued
Proposed changes to Directors’ Remuneration Policy for 2024 review
The current Directors’ Remuneration Policy was approved by shareholders at the 2024 AGM in line with the standard three-year cycle. At that time, we opted to make minimal changes to our Policy.
This reflected our view that any large-scale review should be driven by the strategic context of the business, rather than the mandatory remuneration policy approval cycle.
During the year, the Committee determined that it was the right time strategically to review our approach long-term incentives, returning to a performance-based long-term plan with performance targets
linked to the ambitions of the Group. We therefore propose to introduce a Performance Share Award which will replace our current RSP structure. We have not proposed any other changes to the Policy.
Current LTIP policy
Proposed changes
Elements that remain unchanged
Restricted Share Plan
• CEO and Deputy CEO and CFO award levels at 100% of salary
• Awards vest subject to meeting the performance underpins
Performance Share Award
• CEO and Deputy CEO and CFO award levels at 200% of salary
(aligned to the maximum of our prior PSP)
• Awards vest subject to achievement of financial performance conditions
• Performance conditions for the first award are proposed to be based
on EPS (50%), ROCE (25%) and Relative TSR (25%) targets
• Threshold performance would result in up to 25% of awards vesting
• Malus and clawback and application
• Committee continues to retain discretion over outcomes
• Three-year vesting period followed by two-year holding period
post award vesting
• The overall award opportunity (other than to unwind the discount
originally applied to the RSP award)
Corporate governance
Financial statements
Strategic report
Overview
132 SSP Group plc Annual Report 2024
Remuneration Committee Report continued
Corporate governance code provision 40 disclosure
When developing the proposed Remuneration Policy and considering its implementation for FY25, the Committee was mindful of the UK Corporate Governance Code and considers that the executive
remuneration framework appropriately addresses the following factors:
Clarity
• The Committee is committed to providing open and transparent disclosures regarding our executive remuneration arrangements.
• We continue to have regular dialogue with our shareholders.
• We have consulted with our shareholders in relation to changes to our Remuneration Policy.
• We sought to explain our Remuneration Policy in a way that highlights its alignment to our strategic priorities as well as good governance practices under the UK Corporate Governance Code
and investor guidance (see our strategic priorities section of this report for further details).
• We continue to engage with the workforce, as appropriate, to explain the pay outcomes for the Executive Directors and their alignment with the broader Company pay outcomes.
Simplicity
• Remuneration arrangements for our executives and our wider workforce are simple in nature and well understood by both participants and shareholders.
• In designing our revised Long-term Incentive Plan, we considered the best balance of measures that were right for our business, but also externally recognisable and therefore simple to interpret
both internally and externally.
• The introduction of Performance Share Awards (PSA) strengthens alignment of our senior management team to the experience of our shareholders.
Risk
• The Committee considers that the structure of incentive arrangements for Executive Directors and senior management does not encourage inappropriate risk-taking.
• Our annual bonus is based on a balance of strategic and financial metrics. Targets are set to ensure that maximum can only be earned for delivering truly exceptional performance
while not encouraging risk-taking.
• PSAs will be granted, based on a combination of financial measures that strengthens alignment to shareholder interests and experience.
• Annual bonus deferral, the PSA post-vesting holding period and our in-employment and post-employment shareholding requirements provide a clear link to creating sustainable, long-term value
for shareholders.
• Malus and clawback provisions also apply to our incentive arrangements, and the Committee has overarching discretion to adjust formulaic outcomes to ensure that they are appropriate
after assessing performance in the round.
Predictability
• Our Policy contains details of opportunity levels under various scenarios for each component of pay.
Proportionality
• The Committee considers business and individual performance from a range of perspectives. Poor financial performance is not rewarded.
Alignment to culture
• Any financial and strategic targets set by the Committee are designed to drive the right behaviours across the business.
• We have long maintained a view that the remuneration incentives structure should be aligned for senior leaders and the executive team. We have determined that the best approach to ensuring
this alignment is to utilise the same bonus and long-term incentive plan structure for all eligible colleagues and therefore outcomes are applied on the same basis for the same performance outcome.
This approach also allows for the alignment of communication on bonus and long-term incentives outcomes across all regions.
• As part of our review of the Remuneration Policy, the Committee considered our approach to remuneration throughout the organisation to ensure that arrangements remain appropriate in the context
of our strategy, values and approach to reward for our wider workforce.
Corporate governance
Financial statements
Strategic report
Overview
133 SSP Group plc Annual Report 2024
Remuneration Committee Report continued
Annual report on remuneration
Single total figure of remuneration – Executive Directors (audited)
The following table provides a summary single total figure of remuneration for the 2023 and 2024 financial years for the Executive Directors.
Salary and Fees¹
Benefits
Pension
Annual Bonus
Long-term Incentives²,³,⁴
Other⁵
Total fixed remuneration
Total variable remuneration
Total
All figures shown in £000
2024
2023
2024
2023
2024
2023
2024
2023
2024
2023
2024
2023
2024
2023
2024
2023
2024
2023
Patrick Coveney
802
784
40
133
24
24
211
1,302
569
–
–
105
866
941
780
1,407
1,646
2,348
Jonathan Davies
533
521
16
14
16
38
120
742
346
266
–
–
565
573
466
1,008
1,031
1,581
1
Salary and fees – this represents the base salary and fees paid in respect of the relevant financial year.
2 The share prices used to determine the 2023 and 2024 values, as set out in note 3 and 4 below, are lower than the grant prices for the respective awards. As such, no amount of the value disclosed for 2023 and 2024 is attributable to share price appreciation during the performance or vesting periods.
3 Long-term incentives 2024 – the values presented for Patrick Coveney and Jonathan Davies are calculated using the average mid-market closing share price for the fourth quarter to the year ended 30 September 2024 (£1.6735).
4 Long-term incentives 2023 – The value presented for Jonathan Davies is calculated using the mid-market closing share price on the date the award vested – 10 June 2024 (£1.6395) and 2 September 2024 (£1.6980).
5 Other – amounts relate to the vesting of a deferred bonus buy-out award for Patrick Coveney. The value was calculated using the mid-market closing share price of £2.5370 on the date of vest.
Additional disclosures in respect of the single figure table
Base salary
Executive Director annual base salaries in the 2024 financial year (audited)
From 1 October
2024
From 1 June
2023
Change
Patrick Coveney
£826,150
£802,100
3%
Jonathan Davies
£549,000
£533,000
3%
The salary increases for Patrick Coveney and Jonathan Davies were determined in June 2024 in line
with other colleagues and made effective 1 October 2024. The next salary review will take place for
all colleagues in June 2025.
The amount of remuneration received by Non-Executive Directors is set out on page 141.
Benefits
During the year, Patrick Coveney and Jonathan Davies received benefits totalling £40k and £16k
respectively. These benefits included participation in the UK SIP, private medical insurance (for the
executive and their family), life assurance, car allowance, company fuel card and home to work travel
(including any associated tax paid).
Details of shares held by Executive Directors under the UK SIP are set out below:
Total SIP
shares held
at 1 October
2023
Shares
acquired
during
financial
year
Matching
shares
awarded
during
financial
year
Dividend
Shares
acquired
during
financial
year
Shares sold
during
financial
year
Matching
shares
forfeited
during
financial
year
Dividend
Shares sold
during
financial
year
Total SIP
shares held
at
September
2023
Jonathan Davies
6,892
779
389
144
–
–
–
8,204
Patrick Coveney does not currently participate in the UK SIP.
Pensions
The table below sets out the pension arrangements for our Executive Directors that were in force
during the year. The pension allowance is in line with the rate applicable to the wider workforce.
Director
Pension type
Pension level (% base salary)
Patrick Coveney
Cash in lieu of pension
3%
Jonathan Davies
Cash in lieu of pension
3%
Corporate governance
Financial statements
Strategic report
Overview
134 SSP Group plc Annual Report 2024
Remuneration Committee Report continued
Annual Bonus
The bonus framework for Executive Directors for the year ended 30 September 2024 was assessed
on financial performance accounting for 80% of the bonus, with the remaining 20% opportunity
determined by achievement of key strategic objectives. The 80% financial component of the bonus
was assessed on 60% underlying EBITDA (on a pre-IFRS 16 basis at constant currency) and 20% EPS.
Both the EBITDA and EPS target ranges were considered to be very stretching on a year-on-year basis.
The EBITDA target on a constant currency basis for FY24 represented an increase of 24% compared
to the actual out-turn for FY23. For EPS, the Committee determined that a target and stretch
positions would be set, with no payout for performance below target.
Based on this framework, Patrick Coveney and Jonathan Davies received bonuses as set out in the
table below. Further details of financial targets and strategic performance is also set out below.
Annual bonus payout in the
2024 financial year (audited)
Maximum bonus
opportunity
Bonus formulaic
outcome
(% of maximum)
Actual bonus
received as cash
(£)
Actual bonus
deferred into shares
(£)¹
Patrick Coveney
175%
15%
105,275
105,276
Jonathan Davies
150%
15%
80,350
39,575
1 Deferral policy: Executive Directors will be required to defer a minimum of 33% of any bonus received into the Group’s shares, where they meet
their minimum shareholding requirement, and 50% where they do not.
In determining the level of bonus payable to the Executive Directors, the Committee considered the
wider performance of the Group. As detailed below, EBITDA performance was at threshold, while EPS
performance was below target performance. Based on these outcomes, no bonus was payable for the
financial element of the bonus. The Committee also assessed the Executive Directors’ achievements
against their strategic objectives that were set at the start of the year. Patrick and Jonathan
demonstrated strong stewardship, experience and exceptional leadership during the year, and the
Committee assessed the achievement against these objectives as 15% (out of 20%) for both Patrick
and Jonathan. Full details of performance against these objectives are provided on pages 136 to 137.
As Patrick’s shareholding has dropped below his minimum shareholding requirement (due to
fluctuations in the share price), 50% of his bonus will be deferred into shares according to the bonus
deferral policy in place. Jonathan continued to meet his minimum shareholding requirement, and
therefore 33% of his bonus will be deferred into shares.
A full breakdown of performance against the financial and non-financial targets is set out below
and on pages 136 to 137.
Financial performance
The table below sets out a summary of performance against the financial targets. All figures shown
below are based on an underlying (pre-exceptional) pre-IFRS 16 basis at constant currency.
Targets as set at the start of FY24
Threshold
(0% of maximum)
Target
(50% of maximum)
Maximum
(100%)¹
2024 performance²
EBITDA (£m)
322
348
374
322
1
The maximum target represented a 33% year-on-year increase on our FY23 EBITDA performance of £281m and we remain confident that this was
an appropriately stretching target when set at the beginning of the financial year.
2 Performance is assessed on a like-for-like basis and excludes unbudgeted one-offs such as M&A.
Targets as set at the start of FY24
Threshold
(0% of maximum)
Target
(50% of maximum)
Maximum
(100%) 2024 performance1
EPS
n/a
11.0p
12.6p
10.8p
1
Performance is assessed on a like-for-like basis and excludes unbudgeted one-offs such as M&A.
Corporate governance
Financial statements
Strategic report
Overview
135 SSP Group plc Annual Report 2024
Remuneration Committee Report continued
Strategic objectives
A summary of our Executive Directors’ performance against strategic objectives and how they link to our overall Group Strategy, is shown below. For further details on the output of delivering the strategic
objectives see the strategy section of the Strategic Report outlined from page 18-31.
Patrick Coveney – Group CEO
Objective
(20% maximum)
Link to strategic
priorities
Targets
Performance assessment
Sustainability
2
• Mobilise organisation (and clients, brand partners and suppliers) against
sustainability strategy.
• Build further reductions in Scope 3 emissions – broaden presence of ‘sustainable
menu items’ across our own brand menus; accelerate rollout of sustainable brand
concepts (own brand and franchise) and sustainable outlet design and construction;
influence clients to align on Scope 3 reduction opportunities.
• Continued momentum across 2024 in delivering tangible progress against our sustainability targets,
including reaching 97% of our own brand packaging as reusable, recyclable or compostable.
• Implementing measures to drive GHG emissions reductions towards our net-zero targets, particularly
for reducing Scope 3 food-related emissions through our partnership with Klimato in the UAE and UK.
• Sustainable Build Standards integrated into category blueprints; People & Planet Menu Framework
integrated into key strategic menu reviews; c.500 Automatic Meter Readers (AMRs) successfully
deployed across 6 markets and are added to all new units.
• Positive client engagement and feedback, including sustainability being an important factor in our
2024 contract renewal at Oslo Airport (Norway) and new contract win for Sofia Airport (Bulgaria).
Group Strategy
1, 2
• Build presence in higher growth geographies – through both business development
and M&A (while retaining returns discipline).
• Enhance customer (and client) propositions and operating model to drive
LFL momentum.
• Strengthen quality of our casual dining and bar concepts across the Group.
• Overall revenue growth YoY for North America at 20% due to strikes and lower passenger numbers
across the UK and the Nordics, DACH and FRABEL.
• Very strong client reputation and industry (30+ FAB awards). Increased global ‘Reputation’ customer
feedback score from 4.2 to 4.4 (out of 5.0).
• Opened 85 more bar and casual dining units since 2023, mainly in America, new ARE business as well
as increases in UK and Ireland.
Capability
3
• Deliver critical technology infrastructural programmes.
• On track with delivery for critical technology structure programmes. Review has been completed to
evaluate progress and apply learnings for upcoming builds and next wave implementation.
• Finance/procurement technology has been fully deployed in Nordics, with review ongoing around
potential future deployments.
Organisation
2
• Enhance control and compliance environment with particular focus
on Health and Safety.
• Strengthen the Group Executive Team further as well as talent management
and succession planning across Group (but especially at senior levels).
• Deployed Ignite; a personalised global talent programme for 60 high potential leaders and successors
to develop their capability and readiness for next steps.
• Evolved robustness of Senior Leader and Executive succession planning to include emergency cover
and the introduction of a development programme to support the readiness of internal successors for
critical roles.
• Continued to strengthen Group Executive Team with the successful hire and induction of new Chief
People Officer and CEO Continental Europe.
Taking into account performance against strategic objectives, Patrick Coveney achieved 15% of bonus for this element.
Strategic Priorities: (1) Prioritising high-growth markets; (2) Enhancing business capabilities to drive growth and performance; and (3) Driving operational efficiencies.
Corporate governance
Financial statements
Strategic report
Overview
136 SSP Group plc Annual Report 2024
Remuneration Committee Report continued
Jonathan Davies – Deputy Group CEO and Group CFO
Objective
(20% maximum)
Link to strategic
priorities
Targets
Performance assessment
Business
Performance
3
• Delivery of Value Creation Plan (including pricing activity to mitigate cost inflation)
and achievement of target sales and efficiency benefits.
• Delivery of procurement target savings.
• Pricing ahead of budget targets. Gross Profit 50 bps ahead of budget and up 60 bps YoY
• Value Creation Plan +£28m ahead of budget.
• Procurement savings of £12m, target ahead of budget.
Business
Development
1
• Accelerate pace of business development activity to build increased
new contract pipeline.
• Secure new contracts and renewals with financial returns above target hurdle rates.
• Lead and execute M&A screening and deals as appropriate.
• Net Contract Gains at c.8.2% for full year.
• Gross New Business won 12% for full year (excl M&A).
Financing
2, 3
• Develop capital strategy and execute on strengthened balance sheet.
• Capital structure agreed and USPP facility of $255m raised.
Risk and
Assurance
3
• Establish reinforced risk assurance and compliance processes across the Group.
• Strengthen the overall financial and operational control environment.
• Develop plans to meet the requirements of the forthcoming Audit and Governance
Reforms for financial controls.
• New Risk and Assurance processes agreed at Audit Committee. New Risk management
and Compliance processes rolled out to regions with positive feedback.
• New Control Self Assessment programme designed and piloted, for roll out in 2025.
• Good progress on closing down actions from CSA and Internal Audit reports.
Sustainability
2
• Verification of our net-zero roadmap by Science Based Targets, with clear milestones.
• Progress towards group diversity and inclusion targets.
• SBTi plans agreed. Revised approach to disclosure and financial impacts and targets agreed.
• New reporting in progress to meet requirements under EU Deforestation and Double Materiality
Assessment regulations.
Taking into account performance against strategic objectives, Jonathan Davies achieved 15% of bonus for this element.
Strategic Priorities: (1) Prioritising high-growth markets; (2) Enhancing business capabilities to drive growth and performance; and (3) Driving operational efficiencies.
Corporate governance
Financial statements
Strategic report
Overview
137 SSP Group plc Annual Report 2024
RSP award assessment against three-year performance ending 30 September 2024
The award had the following underpins:
• The Company has taken the right actions to strengthen its competitive advantages and position
the Group for long-term sustainable growth.
• The Company has achieved the principal strategic and financial annual objectives over the three-year
period, notably, revenue growth, given the available passengers numbers at SSP sites during the
period, and efficient conversion of revenue into profit and cash.
• The Company has made progress on SSP’s Sustainability Strategy.
The Committee undertook a qualitative and quantitative assessment of performance over this period.
This assessment considered multiple indicators in relation to each of the three underpins. The framework
for assessment, in relation to financial measures, included assessment of revenue growth and profit
and revenue conversion. For the Sustainability Strategy, progress was assessed under each of the
three areas of our sustainability pillars: Product, People and Planet. Performance highlights from
this assessment were as follows:
• The Group’s prudent and considered reopening strategy in the immediate post-Covid period allowed
the business to strengthen long-term client relationships and identifying new opportunities that
have potential to increase footholding and market share.
• 2024 Revenue of £3.4bn, 28% ahead of 2019 on a constant currency basis, and 17% ahead of 2023.
2024 underlying pre-IFRS 16 EBITDA on a constant currency basis, 13% ahead of 2019 and 28%
ahead of 2023. Over the three-year period since 2021, sales growth of £2.7bn has delivered
incremental underlying pre-IFRS 16 EBITDA of £465m on a constant currency basis, a margin of
c.17.4% on the incremental sales across this period. These results, delivered despite significant
challenges from industrial action across the UK and Continental Europe, demonstrate strong
achievement against this underpin.
• Continued momentum against the Group’s global Sustainability Strategy throughout 2022, 2023
and 2024 with the following notable achievements. Exceeded the 2025 target for 30% of our own
brand meals to be plant-based or vegetarian for three consecutive years, reaching 35% in 2024.
Also close to achieving the 2025 sustainable packaging targets having successfully eliminated
unnecessary single-use plastics from 96% of our own brand packaging, with 97% reusable, recyclable
or compostable. The net-zero targets received SBTi approval in 2023 and we continue to implement
measures to drive GHG emissions reductions, particularly for reducing Scope 3 food-related
emissions through our partnership with Klimato to measure, track and reduce the climate impact
of our recipes. Strong progress has been made on our DE&I agenda – by the end of 2024, we reached
39% female representation in senior leadership roles, just 1% short of our 2025 target for 40%.
Full details of our progress and performance can be found in our 2024 Sustainability Report.
Based on the assessment, the Committee determined that the underpins had been met and that
Patrick Coveney and Jonathan Davies’ awards will vest a full three years after the date of grant.
Strategic alignment of remuneration
Each year, the remuneration offer for our Executive Directors is reviewed to ensure the continued
alignment to our strategic priorities and to ensure that it incentivises the right behaviours to deliver
our purpose and values. This includes a review of the financial measures and strategic priorities that
contribute to the payment of any bonus as well as confirmation that the long-term incentive plan
remains aligned to our long-term strategy. The external market situation, our business performance,
and the experience of our shareholders are also considered in any pay-related decisions. Part of this
review included consideration of how the Executive Directors’ reward linked to our Sustainability goals
as set out in our 2024 Sustainability Report. Delivery of progress on the Sustainability Strategy has
been assessed under the annual bonus and RSP awards made to Executive Directors.
We have always reviewed and been mindful of the importance of remuneration alignment between our
Executive Directors, and our SSP colleagues. We have determined that the best approach to ensuring
this alignment is to utilise the same bonus and long-term incentive plan structure for all eligible
colleagues and therefore outcomes are applied on the same basis for the same performance outcome.
This approach also allows for the alignment of communication on bonus and long-term incentives
outcomes across all regions. Our new long-term incentive plan is aligned with this approach.
Judy Vezmar, our designated Non-Executive director for Workforce Engagement (ENED), hosts
meetings with a range of colleagues from across the business, to encourage open and honest two way
conversations across a wide range of topics. These meetings are entirely flexible and can be used as
a forum for colleagues to raise any topic they choose, including any views or questions regarding
Executive Remuneration and how it aligns with the wider pay policy. Feedback from these sessions
is then relayed to the Board for discussion.
Payments to past directors (audited)
There were no payments made to past directors during the FY24.
Payments for loss of office (audited)
There were no payments made to any director in respect of loss of office during the FY24.
Remuneration Committee Report continued
Corporate governance
Financial statements
Strategic report
Overview
138 SSP Group plc Annual Report 2024
Scheme interests awarded during the financial year
The following awards were made to the Executive Directors in the 2024 financial year.
Plan
Type of award
Date of Award
Number of awards granted
Face value (£) at date of grant
Face value % of Salary
End of performance underpin period
Patrick Coveney
RSP
Conditional Share Award
6 December 2023
354,441
802,100
100%
30 September 2026
Jonathan Davies
RSP
Nil Cost Option
6 December 2023
235,528
533,000
100%
30 September 2026
Patrick Coveney
DSBP¹
Conditional Share Award
28 December 2023
181,367
429,658
n/a
n/a
Jonathan Davies
DSBP¹
Conditional Share Award
28 December 2023
103,304
244,727
n/a
n/a
1 For the DSBP, Patrick Coveney and Jonathan Davies both deferred 33% of their 2023 financial year annual bonus into shares, in line with our deferral policy. These awards are subject to a three-year holding period from date of award.
The closing mid-market share price on the day preceding the date of award was used to calculate the number of RSP shares over which each award was granted (£2.2630 for the 6 December 2023 award).
RSP awards will vest subject to the confirmation of the performance underpins, set at the beginning of the performance period, and will be assessed at the time the Group publishes its 2026 full year financial
results and completion of a three-year vesting period from date of grant. Following vesting, awards will be subject to an additional two-year holding period. The performance underpins are summarised
on page 145.
Implementation of Remuneration Policy in the year ending 30 September 2025
This section provides an overview of the key components of our remuneration framework and how we intend to operate the new policy in FY25.
Base salary
Base salaries as at 1 October 2024:
Patrick Coveney: £826,150
Jonathan Davies: £549,000
Base salaries for Executive Directors will be reviewed in line with the Group’s usual timetable, usually with effect from 1 June.
Benefits
Executive Director benefits will continue to include private healthcare (for the executive and their family), life assurance, car allowance or a company car, travel to and from work
(including associated tax paid) and participation in the UK SIP.
Pensions
Patrick Coveney: 3% of base salary
Jonathan Davies: 3% of base salary
New appointments will also be aligned with the wider workforce.
Annual bonus
Maximum opportunity:
Patrick Coveney: 175% of base salary
Jonathan Davies: 150% of base salary
Targets:
For the 2025 financial year, bonuses will continue to be based on 80% financial and 20% strategic objectives. The financial measure will be split between EBIT (60%) and EPS (20%).
Specific financial targets and details of strategic objectives (linked to our Strategic Priorities and Sustainability Strategy) will be disclosed in the FY25 Annual Report when they are
no longer considered to be commercially sensitive.
Deferral:
Executive Directors will be required to defer a minimum of 33% of any bonus received into the Group’s shares, where they meet their minimum shareholding requirement,
and 50% where they do not.
Remuneration Committee Report continued
Corporate governance
Financial statements
Strategic report
Overview
139 SSP Group plc Annual Report 2024
Remuneration Committee Report continued
Performance Share
Award (PSA)
The Committee intends to make the following PSA (under the Long-term Incentive Plan rules) following the January 2025 AGM.
Patrick Coveney: 200% of base salary
Jonathan Davies: 200% of base salary
These awards will be subject to the performance conditions as set out below. Performance below threshold will result in zero vesting for that element. The assessment of
performance for the awards will also continue to include the ability for the Committee to apply discretion to adjust formulaic outcomes in addition to malus and clawback provisions.
Vested awards will be subject to a two-year holding period.
Weighting
Threshold
Between Threshold and Maximum
Maximum
EPS (p) at constant currency
in the final year of the three-year performance period (30 September 2027)
50%
14.7p
Straight-line basis
18.0p
ROCE¹ (%)
in the final year of the three-year performance period (30 September 2027)
25%
17.7%
Straight-line basis
20.0%
Relative TSR
TSR over the three-year performance period (between 1 October 2024 to
30 September 2027) is compared against the constituents of the TSR Comparator Group
25%
Median
Straight-line basis
Upper Quartile
Vesting
25%
Straight-line basis
100%
1
See page 52 for definition of ROCE
Minimum
Shareholding
Requirement
To align the interests of Executive Directors with those of shareholders, they are required to build and maintain significant holdings of shares in the Group over time.
The minimum shareholding requirement for Executive Directors is:
• Group CEO: 250% of base salary
• Deputy CEO and CFO: 200% of base salary
In addition to the above, Executive Directors will be required to maintain their full minimum shareholding requirement for one year post-cessation of employment
and hold 50% of the requirement for a second year.
TSR Comparator Group
The 2024 PSA TSR Comparator Group outlined below has been determined based on their alignment with SSP as a travel-related food retail company.
• Accor
• ASOS plc
• Avolta AG
• B&M European Value Retail
• Bakkavor Group plc
• Compass Group plc
• Cranswick plc
• Currys plc
• Domino’s Pizza Group
• Dunelm Group plc
• Easyjet
• Elior Group SA
• FirstGroup plc
• Frasers Group plc
• Fuller, Smith & Turner
• Greencore Group plc
• Greggs
• Halfords Group plc
• Hilton Food Group plc
• Inchcape plc
• Int. Consolidated Airlines
• Intercontinental Hotels Gp.
• J D Wetherspoon
• J Sainsbury plc
• JD Sports Fashion plc
• Jet2
• Kingfisher plc
• Marks and Spencer Group
• Marston’s plc
• Mitchells & Butlers
• Mobico Group plc
• N Brown Group plc
• Next plc
• Ocado Group plc
• Pets at Home Group plc
• PPHE Hotel Group
• Premier Foods plc
• Tesco plc
• Trainline
• TUI AG
• WH Smith
• Whitbread plc
• Wizz Air Holdings
Corporate governance
Financial statements
Strategic report
Overview
140 SSP Group plc Annual Report 2024
Remuneration Committee Report continued
Non-Executive Director Remuneration
Single total figure of remuneration – Non-Executive Directors (audited)
Salary and Fees
Benefits¹
Total fixed remuneration
Total variable remuneration
Total
All figures shown in £000
2024
2023
2024
2023
2024
2023
2024
2023
2024
2023
Mike Clasper
285
285
1
–
286
285
–
–
286
285
Carolyn Bradley
75
75
–
–
75
75
–
–
75
75
Kelly Kuhn
54
54
1
1
55
55
–
–
55
55
Tim Lodge
65
65
–
–
65
65
–
–
65
65
Apurvi Sheth
54
54
2
2
56
56
–
–
56
56
Judy Vezmar
62
62
4
6
66
68
–
–
66
68
1
Benefits – this comprises the reimbursement of expenses for travel to and from Board meetings.
Non-Executive Director fees for 2025, effective 1 October 2024 are outlined below. In reviewing the Non-Executive Director fees, a number of factors were taken into consideration including the increasing
scope and time commitment required by all NEDs as well as a market assessment. Following this review, the proposed fees for the NEDs are outlined below.
The Company will review these fees each year in accordance with the terms of the Non-Executive Director appointment letters. A review may not result in an increase in fees.
2025 Fees
from 1 October 2024
2024 Fees
Chair of the Board
£294,000
£285,000
Board member
£60,000
£54,000
Additional fee for Senior Independent Director
£12,000
£10,000
Additional fee for Chair of Audit/Remuneration Committee¹
£12,000
£11,000
Additional fee for Engagement Non-Executive Director
£9,000
£8,000
1
In addition to any additional fee for acting as the Senior Independent Director.
Corporate governance
Financial statements
Strategic report
Overview
141
SSP Group plc Annual Report 2024
Remuneration Committee Report 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 period from 30 September 2014 to 30 September 2024.
TSR performance since admission
30.09.2014
30.09.2015
30.09.2016
30.09.2017
30.09.2018
30.09.2019
30.09.2020
30.09.2021
30.09.2024
30.09.2022
30.09.2023
300
250
200
150
100
50
0
SSP Group FTSE 250
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.
Chief Executive Officer
2014¹
2015
2016
2017
2018
2019²
2019³
2020
2021
2022⁴
2022⁵
2023
2024
CEO Name
K. Swann
K. Swann
K. Swann
K. Swann
K. Swann
K. Swann
S. Smith
S. Smith
S. Smith
S. Smith
P. Coveney
P. Coveney
P. Coveney
Single figure of remuneration
£4.5m
£2.5m
£2.6m
£7.4m
£6.0m
£5.3m
£0.8m
£0.7m
£0.8m
£0.19m
£1.1m
£2.3m
£1.6m
Annual bonus payable
(as a % of maximum opportunity)
100%
100%
100%
100%
100%
100%
98.6%
0%
0%
0%
94%
96%
15%
Long-term incentive vesting out-turn
(as a % of maximum opportunity)
n/a
n/a
n/a
100%
100%
100%
100%
0%
0%
n/a
n/a
n/a
100%
1
Total remuneration for 2014 includes additional awards of cash and shares made on IPO by the Company and the previous majority shareholder.
2 Reflects period spent in role as Group CEO from 1 October 2018 to 31 May 2019.
3 Reflects period spent in role as Group CEO from 1 June 2019 to 30 September 2019.
4 Reflects period spent in role as Group CEO from 1 October 2021 to 24 December 2021.
5 Reflects period spent in role as Group CEO from joining on 31 March 2022 to 30 September 2022.
Corporate governance
Financial statements
Strategic report
Overview
142 SSP Group plc Annual Report 2024
Remuneration Committee Report continued
Year-on-year change in pay for Directors compared to the average employee
Executive Directors
Non-Executive Directors
Year
SSP Group plc employees
Patrick Coveney¹
Jonathan Davies²
Mike Clasper³
Carolyn Bradley
Kelly Kuhn⁴
Tim Lodge⁵
Apurvi Sheth⁴
Judy Vezmar⁶
Base salary/fees
2024
3%
2%
2%
–
–
–
–
–
–
Benefits
27%
(70%)
11%
n/a
–
–
–
–
(35%)
Annual Bonus
47%
(84%)
(84%)
–
–
0%
–
0%
–
Base salary/fees
2023
5%
101%
3%
4%
4%
42%
12%
42%
22%
Benefits
(22%)
38%
(66%)
–
–
–
–
(37%)
(221%)
Annual Bonus
33%
102%
3%
–
–
–
–
–
–
Base salary/fees
2022
8%
–
9%
1%
1%
–
14%
–
0%
Benefits
(1%)
–
128%
–
–
–
–
–
–
Annual Bonus⁷
n/a
–
285%
–
–
–
–
–
–
Base salary/fees
2021
2%
–
15%
90%
15%
–
–
–
629%
Benefits
2%
–
6%
–
–
–
–
–
–
Annual Bonus⁷
n/a
–
n/a
–
–
–
–
–
–
Base salary/fees
2020
0%
–
(12%)
–
(1%)
–
–
–
–
Benefits
(8%)
–
10%
–
–
–
–
–
–
Annual Bonus
(100%)
–
(100%)
–
–
–
–
–
–
1
Director was appointed to the Board in the 2022 financial year and therefore the table is comparing a full years’ earnings in 2023 against pro-rata remuneration in 2022. Benefits in 2024 are lower as benefits associated with their relocation have now ceased.
2 Director’s 2023 benefits are lower as the 2022 financial year included a one-off reimbursement which was detailed in full in the 2022 Annual Report and Accounts.
3 Director was appointed to the Board during the 2020 financial year and therefore the table is comparing a full years’ earnings in 2021 against pro-rata remuneration in 2020. Benefits in 2024 relate to reimbursement of expenses for travel to and from Board meetings.
No year-on-year benefits percentage for 2024 could be calculated as they had received no benefits in 2023, therefore ‘n/a’ is shown.
4 Director was appointed to the Board in the 2022 financial year and therefore the table is comparing a full years’ earnings in 2023 against pro-rata remuneration in 2022. Benefits in 2024 relate to reimbursement of expenses for travel to and from Board meetings.
5 Director was appointed as Audit Chair following the 2022 AGM and therefore the table is comparing a full years’ earnings with the associated fee against pro-rata fees in 2022.
6 Director was appointed to the Board during the 2020 financial year and therefore the table is comparing a full years’ earnings in 2021 against pro-rata remuneration in 2020.
7 No year-on-year percentage could be calculated for 2022 due to a return to bonus payment for the 2021 financial year after a nil bonus payment in 2020, therefore ‘n/a’ is shown.
Relative importance of the spend of pay
The table below shows the total spend on employee pay in the 2023 and 2024 financial years and the total expenditure on dividends.
2024
2023
Percentage change¹
Total staff costs
£1,018.1m
£918.4m
11%
Dividends
£29.5m
£0m
n/a
1
No year-on-year percentage could be calculated for 2024 due to the reinstatement of dividends for the 2023 financial year after no dividends paid in 2022, therefore ‘n/a’ is shown.
Increase in spend on employee pay is largely due to further year-on-year increase in colleague numbers and a return to business as usual.
Corporate governance
Financial statements
Strategic report
Overview
143 SSP Group plc Annual Report 2024
Remuneration Committee Report continued
CEO Pay Ratio (unaudited)
In accordance with the Companies (Miscellaneous Reporting) Regulations 2018, the table below
sets out the Group’s CEO pay ratios for the year ended 30 September 2023. This compares the Chief
Executive Officer’s total remuneration with the equivalent remuneration for the employees paid at the
25th, 50th and 75th percentile of SSP Group’s workforce in the United Kingdom. The total remuneration
for each quartile employee, and the salary component within this, is also outlined in the table below:
Year
Method
25th Percentile
pay ratio
50th Percentile
pay ratio
75th Percentile
pay ratio
2024
Option B
70:1
55:1
51:1
Base Salary
£22,915
£29,200
£31,794
Total Pay and Benefits
£23,489
£29,919
£32,400
2023
Option B
99:1
77:1
74:1
2022
Option B
50:1
36:1
36:1
2021
Option B
37:1
31:1
22:1
2020
Option B
48:1
47:1
31:1
The pay ratios above are calculated using the actual earnings for UK employees. The CEO’s Single Total
Figure of Remuneration is £1,646k as shown on page 134.
SSP has chosen Option B, using the most recently submitted Gender Pay Gap data to identify the
employees at the 25th, 50th, and 75th pay percentiles in our UK employee population. As SSP has
a large number of hourly paid operations colleagues in the UK, of which a large portion work seasonal
or part time hours, option B was selected as it is the most practical way to produce representative
percentile calculations.
Total remuneration for UK full-time equivalent employees for FY24 has been calculated in line with
the single figure methodology and reflects actual earnings received in FY24. No elements of pay have
been omitted. All payments have been calculated on a full-time equivalent basis.
The change from 2023 to 2024 reflects the lower annual bonus payout received by the Group CEO as
well as the reduction in benefits spend due to the reduction of travel and accommodation costs agreed
for the first twelve months of his appointment.
Statement of Directors’ shareholding and share interests (audited)
Shareholding guidelines require Executive Directors to build up over time a personal shareholding
in the Company equivalent in value to 250% of base salary for the Group CEO and 200% of base salary
for the Deputy Group CEO and CFO. Executive Directors are encouraged to retain vested shares
earned under the Company’s incentive plans until the shareholding guidelines have been met. The Chair
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 from the date
of appointment. The table below shows details of the Directors’ shareholdings as at 30 September 2024.
Director
Shareholding
guidelines as a
% of salary/fees
Shareholding as a
% of salary/fee
achieved1,2
Achieved
Shareholding as a %
of salary/fee (based
on acquisition price)3
Shares owned
outright at
30 September
20244
Interests in
unvested RSP
awards at
30 September
2024
Patrick Coveney
250%
218%
ü
1,044,705
1,042,738
Jonathan Davies
200%
582%
ü
1,854,137
673,931
Mike Clasper
100%
141%
ü
239,580
–
Carolyn Bradley
100%
69%
ü
31,031
–
Kelly Kuhn5
100%
60%
ü
19,500
–
Tim Lodge5
100%
77%
ü
30,000
–
Apurvi Sheth5
100%
59%
ü
19,000
–
Judy Vezmar5
100%
71%
ü
26,340
–
1
For the purposes of determining Director’s shareholding requirements, the individual’s salary/fee and the three-month average share price to
30 September 2024 (£1.6735) have been used. Further, the total shareholding used to calculate the shareholding percentage for Executive Directors
excludes Matching Shares issued under the UK SIP that remain subject to holding conditions (1,009 for Jonathan Davies as at 30 September 2024).
2 The reduction in Shareholding as a % of salary/fee is due to the difference in 3-month average share price used for 2024 (£1.6735) compared
to 2023 (£2.3809).
3 This shows whether the Director has met their shareholding guideline by reference to price paid for the relevant shares held.
4 ‘Shares owned outright at 30 September 2024’ includes shares held by persons connected with a Director. It also includes Partnership Shares
purchased, Matching Shares awarded under the UK SIP that are no longer subject to holding conditions, Dividend Shares purchased under
the UK SIP and awards granted under the DSBP on an estimated net of tax basis.
5 The Director has until the third anniversary of their date of appointment to meet their Minimum Shareholding Requirement. On 21 October 2024,
Apurvi Sheth purchased an additional 4,500 ordinary shares bringing their total shareholding to 73% of her fees for the year. Judy Vezmar purchased
an additional 15,000 shares bringing her total shareholding to 100% of her fees as at 1 October 2024 (and based on the new 2025 NED fees) and
meeting the required shareholding guidelines.
Simon Smith has completed the second and final year of his post-employment shareholding
requirements which expired on 24 December 2023, the second anniversary of his departure from SSP.
These were enforced through trading restrictions on his share account and subject to reporting
obligations to the Company.
Corporate governance
Financial statements
Strategic report
Overview
144 SSP Group plc Annual Report 2024
Remuneration Committee Report continued
Interests in unvested RSP awards at 30 September 2024
Interests in unvested RSP awards refers to Restricted Share Plan awards granted in December 2021,
February 2022, April 2022, December 2022, and December 2023. The performance underpins for
all awards up to December 2022 are as follows:
If the Company does not meet one or more of the performance underpins over the relevant vesting
period then the Committee would consider whether it was appropriate to adjust (including to zero)
the level of pay out under the award to reflect this. The performance underpins are:
1. The Company has taken the right actions to strengthen its competitive advantages and position
the Group for long-term sustainable growth
2. The Company has achieved the principal strategic and financial annual objectives over
the 3 year period, notably:
– revenue growth, given the available passenger numbers at SSP sites during the period
– efficient conversion of revenue into profit and cash
3. The Company has made progress on SSP’s Sustainability Strategy
In assessing the extent to which the performance underpins have been satisfied, the Committee will
consider a range of quantitative and qualitative benchmarks to inform its decision. Should any of the
underpins not be met, the Committee would consider whether a discretionary reduction in the number
of shares vesting was required.
The performance underpins for the December 2023 award reflects the revised performance
underpins which are:
1. The Company has continued to strengthen its competitive advantages and position the Group
for long-term sustainable growth
2. The Company has achieved the principal strategic and financial objectives over the three-year
period, which include:
– revenue growth, given the available passenger numbers at SSP sites during the period
– efficient conversion of revenue into profit and cash
3. The Company has made progress on delivering its Sustainability Strategy objectives over
the three-year period
In assessing the extent to which the performance underpins have been satisfied, the Committee will
consider a range of quantitative and qualitative benchmarks to inform its decision. Should any of the
underpins not be met, the Committee would consider whether a discretionary reduction in the number
of shares vesting was required.
Movement in Directors’ shareholdings from 30 September 2024
As at the date of this report, other than as set out below, there had been no movement in Directors’
shareholdings and share interests from 30 September 2024.
Director
Shares owned
outright at
2 December
2024
Shares owned
outright at
30 September
2024
Change
Patrick Coveney
1,044,705
1,044,705
–
Jonathan Davies
1,854,961
1,854,137
824
Note: ‘Shares owned outright’ includes shares held by persons connected with a Director. It also
includes Partnership Shares purchase, Matching Shares awarded under the UK SIP that are no longer
subject to holding conditions and Dividend Shares purchased under the UK Share Incentive Plan.
It excludes Matching Shares issued under the UK SIP but remain subject to holding conditions.
The Remuneration Committee in 2024
Consideration by the Directors of matters relating to Directors’ remuneration
The 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. The Committee operates
appropriate processes to manage conflicts of interest, including in the development of the Directors’
Remuneration Policy.
External advice
During the year ended 30 September 2024 the Committee received independent advice on executive
remuneration matters from Deloitte. Deloitte received £117,700 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, tax services and technology consulting services.
Deloitte were appointed by the Committee to the role of independent advisor.
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.
Corporate governance
Financial statements
Strategic report
Overview
145 SSP Group plc Annual Report 2024
Remuneration Committee Report continued
Statement of shareholder voting
Votes cast at the AGM in January 2024 in respect of the approval of the Directors’ Remuneration Report and the Directors’ Remuneration Policy are given below:
Resolution
Meeting
Votes for
% for
Votes against
% against
Total shares voted
% of issued share
capital voted
Votes withheld
To approve the Directors’ Remuneration Report for the year ended
30 September 2023
30 January 2024 AGM
570,455,880
97.28%
15,951,795
2.72%
586,407,675
73.48%
14,987
To approve the Directors’ Remuneration Policy for the year ended
30 September 2023
30 January 2024 AGM
555,846,383
94.79%
30,565,097
5.21%
586,411,480
73.48%
11,182
Corporate governance
Financial statements
Strategic report
Overview
146 SSP Group plc Annual Report 2024
Remuneration Committee Report continued
Directors’ Remuneration Policy
This part of the Directors’ Remuneration Report sets out the proposed Directors’ Remuneration Policy that will be put to Shareholders for approval at the AGM to be held on 28 January 2025.
The current Directors’ Remuneration Policy was approved by shareholders at the 2024 AGM in line with the standard three-year cycle. At that time, we opted to make minimal changes to our Policy.
This reflected our view that any large-scale review should be driven by the strategic context of the business, rather than the mandatory remuneration policy approval cycle.
During the year the Committee determined that it was the right time strategically to review our approach to long-term incentives, returning to a performance-based long-term plan with performance targets
linked to the ambitions of the Group. We therefore propose to introduce a Performance Share Award which will replace our current RSP structure. We have not proposed any other changes to the Policy.
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.
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.
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.
Operation
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.
Maximum potential value
Salary increases in percentage terms will normally be proportionately lower or 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; and
• where a salary has fallen significantly below market positioning.
There is no maximum increase or opportunity.
Performance Metrics
None
Corporate governance
Financial statements
Strategic report
Overview
147 SSP Group plc Annual Report 2024
Remuneration Committee Report continued
Pension To provide an income following retirement and assist the Executive Director in building wealth for their future.
Operation
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.
Maximum potential value
Company contributions or cash allowance provided for Executive Directors will be in line with the rate
applicable to the wider workforce. The definition of the wider workforce will be as determined by the Committee.
For example, colleagues employed in the same country as the Director in question.
Currently our Executive Directors receive pension contributions/cash allowance of 3% of base salary per annum.
Performance Metrics
None
Benefits To provide appropriate benefits as part of a remuneration package that assists in recruiting, rewarding and retaining Executive Directors.
Operation
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, life assurance and business travel.
Travel benefits, including (but not limited to) car allowance, company car, driver, the cost of fuel for private mileage,
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 not limited to) the costs of relocation, housing, travel and education allowances, subsistence costs
and tax equalisation arrangements.
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.
Executive Directors may participate in All-Employee Share Plans on the same basis as other employees.
Maximum potential value
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.
The Committee has not imposed any overall maximum value on benefits.
Executive Directors who participate in All-Employee Share Plans can contribute up to the relevant limits
set out in the country plan.
Performance Metrics
None
Corporate governance
Financial statements
Strategic report
Overview
148 SSP Group plc Annual Report 2024
Annual bonus To reward performance on an annual basis against key annual objectives.
Operation
Performance objectives will normally 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 paid once the results for the year have been audited. If an Executive Director has not met their
Minimum Shareholding Requirement, 50% of any bonus earned will normally be deferred for three years
into the Group’s shares.
If the Minimum Shareholding Requirement has been met, 33% of any bonus earned will normally be deferred
into the Group’s Shares. The remaining amount will be paid in cash. Deferred awards may incorporate the right
to receive (in cash or shares) the value of dividends that would have been paid on the award shares between
grant and release.
The Committee may exercise its discretion to adjust bonus outcomes (up or down) where it believes that this
is appropriate, including but not limited to, where outcomes are not reflective of the underlying performance
of the business or the level of payout does not reflect the experience of the Group’s shareholders, employees
or other stakeholders. Any application of the Committee’s discretion would be within the limits of the overall
Remuneration Policy.
The Committee may reduce bonus outcomes or clawback vested awards up to three years from the date of vest
(in part or in full) in the event of:
• a material misstatement in the Company’s annual financial statements.
• a material failure of risk management.
• serious reputational damage to a member of the Group or relevant business unit.
• an error in the calculation of any performance conditions which results in overpayment.
Maximum potential value
The maximum annual bonus opportunity is 200% of base salary per annum.
For the 2024 financial year maximum annual opportunities are:
• Group CEO, Patrick Coveney: 175% of salary per annum.
• Deputy CEO and CFO, Jonathan Davies: 150% of salary per annum.
Performance Metrics
Performance is measured relative to key financial and/or non-financial objectives over the financial year.
The measures selected and their weightings may vary each year to ensure they continue to support and drive
performance and the successful delivery of strategic priorities.
Annual bonus only starts to accrue at a minimum threshold level of performance.
To earn a maximum bonus there must be outperformance against stretching objectives.
Remuneration Committee Report continued
Corporate governance
Financial statements
Strategic report
Overview
149 SSP Group plc Annual Report 2024
Performance Share Award The Performance Share Award, granted under the Long-Term Incentive Plan, rewards our Executive Directors for driving the sustainable longer-term growth of the Company and shareholder
value. Awards are share-based to align the interests of our Executive Directors with those of shareholders.
Operation
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 be subject to performance conditions, assessed over a period of three financial years.
Awards will normally be subject to a three-year vesting period and any vested shares will normally be subject
to a further post-vest holding period of two years.
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.
The Committee may exercise its discretion to adjust vesting outcomes where it believes that this is appropriate,
including but not limited to: where vesting outcomes are not reflective of the underlying performance of the
business, the performance conditions selected on award are no longer suitable, or the level of vesting does not
reflect the experience of the Group’s shareholders, employees or other stakeholders. Any application of the
Committee’s discretion would be within the limits of the overall Remuneration Policy.
The Committee may lapse unvested awards or clawback vested awards up to three years from the date of vest
(in part or in full) in the event of:
• a material misstatement in the Company’s annual financial statements.
• a material failure of risk management.
• serious reputational damage to a member of the Group or relevant business unit.
• an error in the calculation of any performance conditions which results in overpayment.
Maximum potential value
The maximum award that may be made to Executive Directors is up to 200% of salary per annum in respect
of any financial year of the Company.
Performance Metrics
For the first award under this policy, it is currently anticipated that the PSA will be based on:
• 50% on Earnings per Share (EPS)
• 25% on Return on Capital Employed (ROCE)
• 25% on Total Shareholder Return
If the threshold level of performance is not achieved then none of the award will vest. At threshold performance,
up to 25% of the award will vest.
The whole award will vest if the maximum level of performance, or above, is achieved.
The Committee may review and change the performance conditions for future awards to ensure
they continue to support and align with the successful delivery of business strategy and objectives.
The Committee will normally disclose performance conditions in advance of each grant.
The Committee would seek to consult with its major shareholders as appropriate on any proposed
material changes.
Minimum Shareholding Requirement Aligns the interests of Executive Directors with shareholders and encourages commitment to the Company.
Operation
Executive Directors are expected to build and maintain a holding in the Company’s shares as follows:
• Group CEO: 250% of base salary
• Deputy CEO and CFO: 200% of base salary
Executive Directors have three years from the date of their appointment to the Board to build and maintain
this holding.
Executive Directors will normally be expected to maintain their shareholding for a period of time post-cessation
of employment. Normally this requirement will be for an Executive Director to maintain their full shareholding
requirement for one year post-employment, and 50% of their shareholding requirement for a second year.
The Committee may waive this requirement for certain exceptional personal circumstances.
Maximum potential value
n/a
Performance Metrics
n/a
Remuneration Committee Report continued
Corporate governance
Financial statements
Strategic report
Overview
150 SSP Group plc Annual Report 2024
Remuneration Committee Report continued
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.
Operation
The Chair’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 Chair, will not exceed the maximum stated in the
Company’s Articles of Association.
The level of fees are reviewed periodically and take 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 but not limited to, chairship or membership of Board committees, acting as the Senior Independent
Director, or acting as the Engagement Non-Executive Director.
Non-Executive Directors are expected to build and maintain a holding in the Company’s shares of 100% of their
base fee. Non-Executive Directors have three years from the date of their appointment to the Board to build and
maintain this holding. The Committee may waive this requirement for certain exceptional personal circumstances.
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 if deemed appropriate.
Maximum potential value
n/a
Performance Metrics
n/a
Notes to the tables on pages 147 to 151
The PSA and bonus deferral will be operated in accordance with the relevant plan rules including any discretions therein. In accordance with the long-term incentive plan rules of the PSA, 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 that the Committee may adjust awards (as it reasonably considers appropriate) 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 and clawback applies where stated in the above table. Other elements of remuneration are not subject to recovery provisions.
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 AGM on 3 March 2015 (the date the Company’s first shareholder-approved Directors’ Remuneration Policy came into effect);
(ii) before the policy set out above came into effect, provided that the terms of the payment were consistent with the shareholder-approved Remuneration Policy in force at the time they were agreed; or
(iii) 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.
Corporate governance
Financial statements
Strategic report
Overview
151
SSP Group plc Annual Report 2024
Remuneration Committee Report continued
Performance measures and targets
Annual bonus
Annual bonus metrics and targets are selected to incentivise Executive 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.
• The Committee retains the ability to adjust the targets and/or set different measures and alter
weightings for the annual bonus if events occur (e.g. material divestment of a Group business,
capital transactions or changes to accounting standards) which cause it to determine that an
adjustment or amendment is appropriate so that the conditions achieve their original purpose.
Performance Share Award
Performance conditions are determined by the Committee and are selected primarily to support
the Group’s strategy and to deliver value for shareholders while also creating alignment with their
interests and experience.
For the awards proposed in the 2025 financial year, the Committee set appropriately stretching
yet achievable performance targets, taking into account SSP’s strategic priorities and the business
environment while also considering a range of reference points such as internal budgets and market
consensus, forecasts and expectations.
The Committee retains the ability to adjust any performance conditions if events occur (e.g. material
divestment of a Group business, capital transactions or changes to accounting standards) which cause
it to determine that an adjustment or amendment is appropriate so that the performance conditions
achieve their original purpose.
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).
Group CEO: Patrick Coveney
Minimum
Target
Maximum
Maximum +
50% share price
appreciation
68,919
£4,815
£2,440
19%
37%
£890
100%
£3,989
23%
30%
30%
36%
51%
33%
41%
Deputy Group CEO and CFO: Jonathan Davies
£3,052
£1,542
19%
38%
£581
100%
£2,503
23%
27%
27%
33%
54%
36%
44%
Minimum
Target
Maximum
Maximum +
50% share price
appreciation
68,919
Fixed pay Annual bonus Long-term incentives
Component
‘Minimum’
‘Target’
‘Maximum’
‘Maximum + 50%’
Fixed remuneration
Base salary
Annual Salary¹
Pension
3% of salary
Benefits
Taxable value of annual benefits²
Annual bonus
Maximum Opportunity
175% and 150% of salary³
Vesting (% of maximum)
0%
50%
100%
Performance Share Award
Maximum Opportunity
200% of salary*
Vesting (% of maximum)
0%
50%
100%
100% vesting +
50% share price appreciation
1
Base Salary for the 2025 Financial Year as at 1 October 2024.
2 Value of taxable benefits as disclosed in the single figure table for the year ended 30 September 2024.
3 Maximum opportunity for the Group CEO and Deputy Group CEO and CFO respectively.
Corporate governance
Financial statements
Strategic report
Overview
152 SSP Group plc Annual Report 2024
Remuneration Committee Report 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 policy table on pages 147 to 151.
• 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 utilising any of the Company’s
share plans under UKLR 9.3.2 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 PSA grant of 200% of annual
salary, as stated in the policy table on pages 147 to 151. 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.
In the event of the appointment of a new Chair 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.
Patrick Coveney’s and 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 the Committee may require that it is reduced where
alternative employment is commenced during the notice period.
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.
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:
Date of commencement of contract
Notice period for Director
Notice period for Company
Patrick Coveney
31 March 2022
9 months
12 months
Jonathan Davies
15 July 2014
9 months
12 months
Service contracts for new Executive Directors will be limited to nine months’ notice for the Director
and 12 months’ notice for the Company.
Chair
The terms of the Chair’s appointment broadly reflect the terms of the three-year appointments of the
Non-Executive Directors. The Chair’s appointment can be terminated at any time upon written notice,
resignation or in accordance with the Articles of Association of the Company. The Chair is subject to
annual re-election by shareholders.
The Chair receives 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.
Corporate governance
Financial statements
Strategic report
Overview
153 SSP Group plc Annual Report 2024
Remuneration Committee Report continued
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.
Each Non-Executive Director has a letter 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 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
Current term expires
Mike Clasper
1 November 2019
31 October 2025
Carolyn Bradley
1 October 2018
30 September 2027
Kelly Kuhn
1 January 2022
31 December 2024
Tim Lodge
1 October 2020
30 September 2026
Apurvi Sheth
1 January 2022
31 December 2024
Judy Vezmar
1 August 2020
31 July 2026
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.
Payment in lieu
of notice
In the event of termination 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, if considered appropriate, can be reduced where alternative
employment is commenced during the notice period.
Annual bonus
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 deferred bonus awards earned
in respect of earlier performance years will normally continue in accordance with
their original terms for the duration of the holding period, except in the case of
gross misconduct where awards would be forfeited. If the participant dies, or in
certain ‘good leaver’ circumstances as determined by the Committee, awards may
be released on cessation of employment.
Performance
Share Awards
and Restricted
Share Plans
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. Unless the Committee
determines otherwise, vested awards will normally continue to be subject to the
two-year post-vesting holding 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.
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 underpins at that
time or the Committee’s assessment of the likely satisfaction of the performance
underpins 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.
Corporate governance
Financial statements
Strategic report
Overview
154 SSP Group plc Annual Report 2024
Remuneration Committee Report continued
Award under UKLR 9.3.2 and other buyout awards
Were a buyout award to be made under UKLR 9.3.2 or otherwise, then the leaver provisions would
be determined at the time of award.
Takeovers and other corporate events
Under the Company’s Long-term Incentive Plan (or legacy awards made under the Company’s previous
Restricted Share Plan), on a takeover or voluntary winding-up of the Company, 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 any performance conditions
or underpins 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 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 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. For any outstanding deferred
bonus awards, the Committee, may decide that awards may be released, or alternatively the
Committee may decide that awards will not be released on a corporate event but will be replaced by
new awards over shares in the acquiring company or another relevant company.
Amendments
The Committee may make amendments to the terms of the Company’s incentive plans in accordance
with the rules of those plans. 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.
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 where they operate.
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 Directors’ 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. The Group
complies with local regulations and practices regarding employee consultation more broadly.
Consideration of shareholder views
The Committee undertook a thorough shareholder consultation exercise on the introduction of the
Performance Share Award in 2024, engaging with the Group’s largest shareholders during the design
phase. 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 governance
Financial statements
Strategic report
Overview
155 SSP Group plc Annual Report 2024
Directors’ Report
Statutory Disclosures
This section of the Annual Report includes
additional information required to be disclosed
under the Companies Act 2006 (the ‘Act’), the
2018 UK Corporate Governance Code (the ‘Code’),
the Disclosure Guidance and Transparency Rules
(the ‘DTRs’) and the UK Listing Rules of the
Financial Conduct Authority (the ‘UKLRs’).
The Code can be found on the Financial Reporting
Council’s website at www.frc.org.uk.
We‘ve chosen, in accordance with Section 414C (11)
of the Act, to include certain matters in our
Strategic Report that would otherwise be
required to be disclosed in this Directors’ Report.
Both the Strategic Report (pages 6-89) and
Corporate Governance Report (pages 90-155)
are incorporated into the Directors’ Report
by reference.
Taken together, the Strategic and Corporate
Governance Reports, along with this Directors’
Report, form the management report for the
purposes of DTR 4.1.8R and are intended to provide
a fair, balanced and understandable assessment of
the development and performance of the Group’s
business during the year and its position at the end
of the year; our business model; strategy; likely
developments; and any principal risks and
uncertainties associated with our business.
The following specific information required in
the Directors’ Report is included in other sections
of this Annual Report and is incorporated
by reference:
Other statutory disclosures
Directors of the Group
Pages 92-93
Dividends
Page 49
Environmental, social and
governance risks
Pages 15, 33,
and 64-65
TCFD reporting
Pages 64-71
Future developments
Pages 18-31,
55-65
Going concern statement
Note 5 page 166
Greenhouse gas emissions
Pages 65 and 71
Post balance sheet events
Note 32 page 206
Reporting under Section 172
of the Act and engagement
with stakeholders
Pages 53-65,
Treasury and risk
management
Note 28 pages
201-203
There are no disclosures to be made under
UKLR 6.6.4.
The Directors holding office during the year and
the interests in shares and awards over ordinary
shares in the Company held by Directors in office
as at 30 September 2024 are in the Directors’
Remuneration Report on page 144.
The appointment and replacement of Directors
is governed by the Company’s Articles of
Association (‘Articles’), the Code, the Act and
related legislation. Subject to the Articles, 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.
In line with market practice, the Company has
made qualifying indemnity provisions against any
liabilities the Directors may incur in the execution
of their duties as directors of the Company or its
subsidiaries which the Directors had the benefit
of during the financial year ended 30 September
2024 and which remain in force at the date of this
report. In addition, the Directors and officers of
the Company and its subsidiaries are covered
by Directors’ and Officers’ liability insurance
maintained by the Company.
Shares
Share Capital
At 30 September 2024, there were 798,758,695
ordinary shares of 1 ¹⁷⁄200 pence each in issue
(comprised of 798,495,196 ordinary shares with
one vote each and 263,499 ordinary shares held
in treasury, which are non-voting). The shares in
issue are fully paid up and quoted on the London
Stock Exchange. Further information regarding the
Company’s issued share capital and movements
in the financial year are in note 24 to the financial
statements on page 197.
Rights and obligations attaching to shares
There are no restrictions on the transfer of
the Company’s ordinary shares (or on the voting
rights attaching to them) other than those under
the Articles (see below), restrictions imposed
from time to time by law (including insider dealing
laws) or pursuant to the Company’s securities
dealing code. The Company is not aware of any
agreements between shareholders that may
result in restrictions on the transfer of securities
and/or voting rights.
The rights attaching to the Company’s ordinary
shares are set out in the Articles, available on our
website at www.foodtravelexperts.com. The
Articles may be amended by a special resolution
of the shareholders.
Particular attention should be given to the
following sections within the Articles, covering
the rights and obligations attaching to shares:
• Transfers of ordinary shares: Articles 36-45
provide detail of how transfers of shares may
be undertaken. They also set out the Directors’
rights of refusal to effect a transfer and the
action that Directors must take following
such refusal.
• Votes of members: Articles 92-107 provide
details on voting procedures including on
a show of hands and on a poll.
Details of employee share schemes are set out in
note 25 to the financial statements on page 199.
Awards over shares held by relevant participants
under the Company’s various share plans carry no
rights until the shares are issued to participants
or their nominees.
The Trustees of the Company’s employee
benefit trusts (‘Trustees’) are entitled to vote
on unallocated shares held in the trust fund
from time to time but they may consider, in their
absolute discretion, any recommendations
made to them by the Company before doing so.
The general policy of the Trustees is to abstain
from exercising voting rights on unallocated
shares held in trust. In respect of allocated shares
held by the Trustees as nominee (including the
Trustees of the Company’s Share Incentive Plans),
they must seek instructions from participants on
how they should exercise their voting rights
before doing so on their behalf.
Corporate governance
Financial statements
Strategic report
Overview
156 SSP Group plc Annual Report 2024
Directors’ Report continued
Issuing shares
At the 2024 AGM, the Directors were granted
authority to allot shares in the Company and
to grant rights to subscribe for, or to convert
any security into, shares in the Company:
(a) up to a nominal amount of £2,880,780; and
(b) comprising equity securities up to a nominal
amount of £5,761,561 (such amount to be
reduced by any allotments made under
(a) above), in connection with an offer
by way of a rights issue.
The authorities conferred on the Directors to
allot securities under paragraphs (a) and (b) will
expire on the date of the 2025 AGM, or close of
business on 30 April 2025, whichever is sooner
(the ‘Expiry Date’). The Directors will be seeking a
new authority at the 2025 AGM for the Directors
to allot shares and to grant subscription and
conversion rights to ensure that the Directors
continue to have the flexibility to act in the best
interests of shareholders when opportunities
arise, by issuing new shares or granting such rights.
The Directors were also given authority to allot
equity securities for cash, or to sell ordinary
shares as treasury shares for cash as if the
pre-emption rights under section 561 of the Act
did not apply to such allotment or sale, subject to
certain limitations, such authority to apply until
the Expiry Date. The Directors will seek to renew
this authority at the 2025 AGM.
The Pre-emption Group published a revised
Statement of Principles on Disapplying Pre-emption
Rights in November 2022 (the ‘Statement of
Principles’), which allow a board to allot shares
for cash otherwise than in connection with a
pre-emptive offer: (i) up to 10% of a company’s
issued share capital (excluding treasury shares)
for use on an unrestricted basis; and (ii) up to a
further 10% of a company’s issued share capital
(excluding treasury shares) for use in connection
with an acquisition or specified capital investment
announced either contemporaneously with the
issue, or which has taken place in the preceding
12 month period and is disclosed in the
announcement of the issue; and (iii) in the case of
both (i) or (ii), up to an additional 2% in connection
with a follow-on offer to retail investors or existing
investors not allocated shares in the offer. At the
time of the 2024 AGM, the Directors considered
it appropriate to seek a pre-emption authority
of up to a maximum of 10% of the issued share
capital. Having kept evolving best practice and
shareholders’ perspectives under review since
the publication of the Statement of Principles,
at this time, the Directors consider it appropriate
to seek to renew and enhance the pre-emption
authority at the 2025 AGM, including the increased
thresholds set out in the Statement of Principles.
Buyback of shares
The Directors were granted authority to make
market purchases of the Company’s own shares
on behalf of the Company up to a maximum of
approximately 10% of the Company’s issued
share capital at the 2024 AGM. This authority
was not used during the financial year.
This standard authority is renewable annually
and the Directors will seek to renew this authority
at the 2025 AGM.
Profit forecast
In our preliminary full year results for the year
ending 30 September 2023, announced on
5 December 2023 (‘2023 FY Results’) we made
the following statement, which is regarded as a
profit forecast for the purposes of UKLR 6.2.23R:
“In total we are planning for revenue to be in the
region of £3.4-3.5bn in 2024 with a corresponding
underlying pre-IFRS 16 EBITDA within the range
of £345-£375m and an underlying pre-IFRS 16
operating profit within the range of £210-235m,
all stated on a constant currency basis.”
We restated this guidance in our First Quarter
Update announcement made on 30 January 2024
(‘Q1 Update’):
Q1 Update: “As a result of our current trading
performance, our expectations for FY24 remain
in line with the planning assumptions outlined
at our Preliminary Results on 5 December 2023.
We continue to plan for like-for-like sales
growth for the full year of between 6% and 10%,
net contract gains in the region of 5% (with a
further contribution of c.2% from acquisitions),
underlying EBITDA within the range of £345-
£375m and underlying operating profit within the
range of £210-235m, all stated on a pre-IFRS 16
basis, at constant currency based on average
rates for 2023.”
In our half-year results announcement on 21 May
2024 (‘HY Results’), we restated our EBITDA and
operating profit guidance for the year ending
30 September 2024, which is regarded as a
profit forecast for the purposes of UKLR 6.2.23:
We also provided a full year dividend range.
“We continue to plan for underlying EBITDA to be
within the range of £345-£375m and underlying
operating profit within the range of £210-£235m,
all stated on a pre-IFRS 16 basis and at constant
currency based on average rates for FY23. The
currency impact on these metrics, if current spot
rates were to continue through FY24, would be a
negative currency impact on revenue, underlying
EBITDA (on a pre IFRS-16 basis) and operating
profit of approximately -2.0%, -3.5% and -4.6%.”
“The Board has declared an interim dividend of
1.2 pence per share (H1 2023: nil), with a view to
maintaining the pay-out ratio for the full year at
between 30% and 40% of underlying pre-IFRS 16
earnings per share, and with the interim dividend
representing approximately one third of the
expected full year dividend.”
We also restated our EBITDA and operating
profit guidance in our Third Quarter Update
announcement on 10 July 2024 (‘Q3 Update’)
and our Fourth Quarter Update on 3 October 2024
(‘Q4 Update’), each of which is regarded as a profit
forecast for the purposes of UKLR 6.2.23:
Q3 update: “Our planning assumptions are for
revenue to be within the range of £3.4-£3.5bn,
for underlying EBITDA to be within the range of
£345-£375m and underlying operating profit to
be within the range of £210-£235m, all stated on
a pre-IFRS 16 basis and at constant currency
based on average rates for FY23.”
Pre-Close Update: “For the full year, on a constant
currency basis, group revenue was c.£3.5bn,
up 17% year-on-year, comprising like-for-like sales
growth of c.9%, net contract gains of c.4% and
a contribution from acquisitions of c.4%. On a
constant currency basis, we expect to deliver
EBITDA in the range of c.£350-360m and
operating profit in the range of c.£210-220m.
For the purposes of compliance with UKLR 6.6.1R(2),
the final figures, on a constant currency basis, for
the 2024 Financial Year were: £3521.3m revenue
£358.8m EBITDA and £205.6m (on an underlying
pre-IFRS 16 basis), in line with the guidance issued
in the 2023 FY Results, Q1 Update, HY Results,
Q3 Update and Q4 Update.
Underlying Earnings per Share for the 2024 Financial
year was 10.8 per Share on a pre-IFRS 16 basis.
Corporate governance
Financial statements
Strategic report
Overview
157 SSP Group plc Annual Report 2024
Major Shareholdings
Information provided to the Company pursuant to
the DTRs is published on a Regulatory Information
Service and on our website. As at 30 September
2024, we had received the following notifications
of major shareholdings of 3% or more under
DTR 5 (the percentages shown are the percentages
at the time of the disclosure and have not been
re-calculated based on the issued share capital
at year-end).
Name
Date of
notification
of interest
% of issued
ordinary
share capital
APG Asset Management
Limited
06.09.24
9.93%
Artemis Investment
Management LLP
22.05.24
7.59%
BlackRock, Inc.
03.05.24
Below
5%
GIC Private Limited
(Chase Nominees Limited)
02.11.17
3.16%
HSBC Holdings PLC
08.02.22
9.21%
JP Morgan Asset
Management (UK) Limited
and JP Morgan Investment
Management Inc
10.07.14
3.58%
Marathon Asset MGMT
Limited
23.08.21
8.24%
Old Mutual Global Investors
(UK) Limited
02.07.18
9.71%
Parvus Asset Management
Europe Limited
08.12.21
5.19%
Rubric Capital
Management LP
02.07.24
5.19%
Schroders plc
07.11.14
4.99%
On the 10 October 2024, the Company was
notified that APG Asset Management Limited
had decreased its holding from 9.93% to 8.91%.
On the 21 November 2024, the Company was
notified that Rubric Capital Management had
increased its holding from 5.19% to 6.07%.
No other notifications were received between
30 September 2024 and the date of this report.
So far as the Company is aware, no other person
held a notifiable interest in the ordinary share
capital of the Company. The holdings and voting
rights shown to the left were correct at the date
of notification. These holdings may have changed
since the Company was notified, including as a
result of share consolidations in 2018 and 2019,
and the Rights Issue in April 2021.
As at 30 September 2024, the Company had no
controlling shareholders. No shareholder holds
ordinary shares that carry special rights relating
to the control of the Company.
Employee engagement
and business relationships
Understanding the views and values of all of our
stakeholders, including employees, customers,
investors and other business relationships, is
critical to SSP’s success. Examples of how our
Directors have engaged with employees and
had regard to employee and other stakeholder
interests and the effect of that regard, including
on the principal decisions taken by the Company,
are detailed throughout this report, and specific
examples can be found on pages 53-63 and 100.
Details of how information is communicated
to employees (including as to participation in
our employee share plans) and how we achieve
a common awareness with our employees of
the financial and economic factors affecting the
performance of the Company is on pages 23-24,
56 and 100-103.
Supplier payment policy
The country business teams within the Group are
responsible for establishing appropriate policies
with regard to the payment of their suppliers. The
Group has a set of standard terms and conditions
which is used throughout the Group, adapted for
local law.
It is Group policy that supplier arrangements
should take place on the Group’s standard terms
and conditions wherever possible. In the event
that they are not agreed, our operating
companies will agree terms and conditions under
which supply arrangements are made. It is Group
policy that provided a supplier is complying with
the relevant terms and conditions, including the
prompt and complete submission of all specified
documentation, payment will be made in
accordance with agreed terms. It is also Group
policy to ensure that suppliers know the terms
on which payment will take place when business
arrangements are agreed.
Change of control
Contracts
There are a number of contracts entered into by
members of the Group 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
Other than a service contract between the
Executive Directors and a Group company, no
Director had a material interest at any time during
the year in any significant contract with the
Company or any of its subsidiaries. The Company
does not have agreements with any Director,
officer or employee that would provide
compensation for loss of office or employment
resulting from a takeover, except that provisions
of the Company’s employee share plans may
cause options and awards granted under such
plans to vest on a takeover.
The Group’s main credit facilities, being the
committed bank facilities agreement dated
12 July 2023 (as amended from time to time)
(the ‘Facilities Agreement’) entered into by SSP
Financing Limited (‘SSP Financing’), a wholly-
owned subsidiary of the Company, contains a
change of control provision which provides that
if any person or group of persons acting in concert
gain Control of the Company (i) SSP Financing
shall promptly notify the agent upon becoming
aware of that event and the agent shall promptly
notify the lenders, (ii) a lender shall not be obliged
to fund a Loan (except for a Rollover Loan),
(iii) the agent and SSP Financing shall enter
into negotiations for a period of not more
than 15 business days with a view to agreeing
alternative terms for continuing the Facilities and
any alternative basis agreed shall, with the prior
consent of all the lenders and SSP Financing, be
binding on all parties and (iv) if, after 15 business
days of negotiations between the agent and SSP
Financing, no alternative basis has been agreed in
accordance with (iii), then if a lender so requires
and notifies the agent within 15 business days
after the end of the negotiation period, the agent
shall (by not less than 15 business days’ notice to
SSP Financing) cancel the commitments of that
lender and declare the participation of that lender
in all outstanding Loans, together with accrued
interest, and all other amounts accrued under the
finance documents immediately due and payable,
whereupon the commitment of that lender will be
cancelled and all such outstanding amounts, will
become immediately due and payable. Capitalised
terms used in this paragraph and not otherwise
defined shall have the meanings given to them
in the Facilities Agreement.
Directors’ Report continued
Corporate governance
Financial statements
Strategic report
Overview
158 SSP Group plc Annual Report 2024
SSP Financing also entered into: (i) a note purchase
agreement on 9 August 2018 (as amended from
time to time) (‘2018 NPA’) in respect of a US$175m
issue of US Private Placement notes (the ‘2018
Notes’); (ii) a note purchase agreement on 11 April
2019 (as amended from time to time) (‘2019 NPA’)
in respect of a US$199.5m and €58.5m issue
of US Private Placement notes (‘2019 Notes’);
and (iii) two note purchase agreements on
26 April 2024 (as amended from time to time)
(‘2024 NPAs’) in respect of a €240m issue of
US Private Placement notes (the ‘2024 Notes’).
The 2018 NPA, 2019 NPA and 2024 NPAs (‘NPAs’)
each contain a change of control provision
whereby if any one person or a group of persons
acting in concert gain Control of the Company
(as defined in the NPAs), then the Company and
SSP Financing must give written notice of this
to the holders of the 2018 Notes, 2019 Notes
and 2024 Notes (‘Notes’). The written notice shall
contain an offer by SSP Financing to prepay the
entire unpaid principal amount of the Notes held
by each holder together with interest thereon.
Diversity reporting under Section 414C(8)(c)
of the Act
Details of the persons of each sex as at
30 September 2024 for the categories referred
to under Section 414C(8)(c) of the Act are set
out below.
Male
Female
Directors of
SSP Group plc
4 (50%)
4 (50%)
Senior Managers¹
8 (62%)
5 (38%)
Employees of
SSP Group²
24,024
(49.6%)
24,407
(50.4%)
1 Senior Managers comprise the Group Executive Committee
(excluding the Group CEO and the Deputy Group CEO and CFO).
2 For the all employee number we have included the numbers
for all employees across the Group, not just SSP Group plc.
Political donations
Our policy is to not make any political donations.
Neither the Company nor its subsidiaries, during
the financial year ended 30 September 2024,
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-UK political party. However, in view of the
broad wording adopted in the Act, and the Board’s
wish to avoid any inadvertent infringement of it,
the Company will again propose to shareholders
at the 2025 AGM that a precautionary authority
be granted of up to £100,000 in aggregate.
Details are included in our Notice of AGM.
Branches
The Company does not have any branches outside
the UK.
Research and development
The Group does not undertake material levels
of research and development activity.
Disabled employees
The Company gives full and fair consideration to
applications for employment by disabled persons,
bearing in mind the aptitudes of the applicant
concerned. In the event of employees becoming
disabled while in the course of their employment,
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,
so far as possible, be identical to that of other
employees. Our markets have progressed further
initiatives and activities to embrace diversity and
help drive an inclusive business for our colleagues
and customers.
Auditor
The auditor, KPMG LLP, has indicated its
willingness to continue in office, and a resolution
that it will be reappointed will be proposed at the
2025 AGM.
Statement of disclosure of information
to auditors
Insofar as each Director in office on the date
of approval of this report is aware, there is no
relevant audit information of which the Company’s
external 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 external 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.
AGM 2025
The AGM will be held on 28 January 2025. Further
details of the arrangements for the 2025 AGM
are set out in the Notice of AGM, which, along with
other relevant documentation, is available on the
Group’s website at www.foodtravelexperts.com.
The Directors consider that each of the resolutions
is in the best interests of the Company and the
shareholders as a whole and recommend that
shareholders vote in favour of all the resolutions.
The Notice of AGM specifies deadlines for
exercising voting rights and appointing a proxy
or proxies to vote in relation to resolutions to
be put to the AGM.
Electronic tagging
In accordance with the UK Single Electronic
Format (‘UKSEF’) requirement that UK-listed
companies provide their primary financial
statements in standardised machine-readable
format, SSP’s 2024 Annual Report and Accounts
is published as an XHTML tagged document which
can be found on www.foodtravelexperts.com.
Approved by the Board and signed on its behalf by:
Fiona Scattergood
Group General Counsel and Company Secretary
2 December 2024
Directors’ Report continued
Corporate governance
Financial statements
Strategic report
Overview
159 SSP Group plc Annual Report 2024
Statement of Directors’ Responsibilities in respect
of the Annual Report and Financial Statements
The directors are responsible for preparing the
Annual Report and Accounts 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 UK-adopted
international accounting standards and applicable
law and have elected to prepare the parent
Company financial statements accordance with
UK accounting standards, including FRS 101
Reduced Disclosure Framework.
Under company law the directors must not
approve the financial statements unless they are
satisfied that they give a true and fair view of the
state of affairs of the Group and parent Company
and of the Group’s 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 judgements and estimates that
are reasonable, relevant and reliable;
• for the Group financial statements state
whether they have been prepared in
accordance with UK-adopted international
accounting standards.
• 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.
• assess the Group and parent Company’s ability
to continue as a going concern, disclosing, as
applicable, matters related to going concern; and
• use the going concern basis of accounting
unless they either intend to liquidate the Group
or the parent Company or to cease operations,
or have no realistic alternative but to do so.
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 are responsible
for such internal control as they determine is
necessary to enable the preparation of financial
statements that are free from material
misstatement, whether due to fraud or error, and
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 company’s
website. Legislation in the UK governing the
preparation and dissemination of financial
statements may differ from legislation in
other jurisdictions.
In accordance with Disclosure Guidance and
Transparency Rule (‘DTR’) 4.1.16R, the financial
statements will form part of the annual financial
report prepared under DTR 4.1.17R and 4.1.18R.
The auditor’s report on these financial
statements provides no assurance over whether
the annual financial report has been prepared
in accordance with those requirements.
Responsibility statement of the directors
in respect of the annual financial report
We confirm that to the best of our knowledge:
• the 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 company and the
undertakings included in the consolidation
taken as a whole; and
• the Strategic Report and 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, 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.
Patrick Coveney
Group CEO
2 December 2024
Jonathan Davies
Deputy Group CEO and CFO
2 December 2024
Corporate governance
Financial statements
Strategic report
Overview
160 SSP Group plc Annual Report 2024
Financial statements
162 Independent auditor’s report
to the members of SSP Group plc
170 Consolidated income statement
171 Consolidated statement of other
comprehensive income
172 Consolidated balance sheet
173 Consolidated statement of changes
in equity
174 Consolidated cash flow statement
175 Notes to consolidated financial
statements
207 Company balance sheet
208 Company statement of changes
in equity
209 Notes to Company financial statements
221 Glossary
222 Company information
Corporate governance
Financial statements
Strategic report
Overview
161
SSP Group plc Annual Report 2024
Independent auditor’s report to the members of SSP Group plc
1. Our opinion is unmodified
We have audited the financial statements of SSP Group plc (“the Company”) for the year ended
30 September 2024 which comprise the consolidated income statement, the consolidated statement
of other comprehensive income, the consolidated balance sheet, the consolidated statement of changes
in equity, the consolidated cash flow statement, the company balance sheet and the company statement
of changes in equity, and the related notes, including the accounting policies in notes 1 and 33.
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 2024 and of the Group’s profit for the year then ended;
• the Group financial statements have been properly prepared in accordance with UK-adopted
international accounting standards;
• the parent Company financial statements have been properly prepared in accordance with
UK accounting standards, including FRS 101 Reduced Disclosure Framework; and
• the financial statements have been prepared in accordance with the requirements of the
Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and
applicable law. Our responsibilities are described below. We believe that the audit evidence we have
obtained is a sufficient and appropriate basis for our opinion. Our audit opinion is consistent with our
report to the audit committee.
We were first appointed as auditor by the directors on 20 September 2006. The period of total
uninterrupted engagement is for the 19 financial years ended 30 September 2024. We have fulfilled
our ethical responsibilities under, and we remain independent of the Group in accordance with, UK
ethical requirements including the FRC Ethical Standard as applied to listed public interest entities.
No non-audit services prohibited by that standard were provided.
2. Key audit matters: our assessment of risks of material misstatement
Key audit matters are those matters that, in our professional judgement, were of most significance
in the audit of the financial statements and include the most significant assessed risks of material
misstatement (whether or not due to fraud) identified by us, including those which had the greatest
effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts
of the engagement team. We summarise below the key audit matters, in decreasing order of audit
significance, in arriving at our audit opinion above, together with our key audit procedures to address
those matters and, as required for public interest entities, our results from those procedures. These
matters were addressed, and our results are based on procedures undertaken, in the context of, and
solely for the purpose of, our audit of the financial statements as a whole, and in forming our opinion
thereon, and consequently are incidental to that opinion, and we do not provide a separate opinion
on these matters.
Corporate governance
Financial statements
Strategic report
Overview
162 SSP Group plc Annual Report 2024
Independent auditor’s report to the members of SSP Group plc continued
The risk
Our response
Recognition and measurement
of US Deferred Tax Assets
(‘US DTAs’)
US Deferred tax assets of £18.2m
The risk is new in FY24
Refer to Audit Committee Report
(page 118); note 1.24, Taxation
Accounting Policy (page 180);
note 2, Critical accounting
judgements (page 181); and note 15,
Deferred tax assets and liabilities
(page 190).
Forecast-based assessment
In the year, the Group recognised US DTAs of £18.2m (FY23: nil)
relating to losses carried forward and other deductible temporary
differences in relation to the Group’s US operations.
Due to a history of recent losses in the US, convincing evidence
of probable future taxable profits is required for these DTAs
to be recognised.
The measurement of the amount recognised of £18.2m is based
on forecasts that estimate the probable taxable profits arising
over the average remaining length of lease contracts in the US,
and carries with it a degree of uncertainty due to the inherent
challenges of forecasting taxable profits beyond the normal
planning cycle.
As a consequence of using the average remaining length of
contracts in measuring the US DTAs, approximately £50m
of potential DTAs remain unrecognised.
Auditor judgement is required to assess whether convincing
evidence exists to support the recognition of the US DTAs,
and to assess whether the directors’ use of a limit of forecasted
profits to those in the average remaining length of contracts
when measuring the recognised US DTAs are appropriate.
The effect of these matters is that, as part of our risk assessment
for audit planning purposes, we determined that the £18.2m of
DTAs recognised had a high degree of estimation uncertainty,
with a potential range of reasonable outcomes greater than our
materiality for the financial statements as a whole. In conducting
our final audit work, we reassessed the degree of estimation
uncertainty to be less than materiality.
Our procedures included:
Test of detail – Our US component auditor inspected the originating temporary differences
and agreed tax losses to submitted tax returns to check their existence.
Our taxation expertise – We used our own tax specialists to assist us in assessing the continued
availability of these originating temporary differences and tax losses over the average remaining
length of contracts that was used in measuring the US DTA, taking into account our knowledge and
experience of the application of relevant tax legislation.
Historical comparisons – We assessed the track record of forecast vs actual profits achieved in the US
and compared the results with the directors’ assumptions over the existence of convincing evidence of
probable future taxable profits.
Tests of detail – We inspected a sample of lease contracts and agreed their terms to the inputs used
to determine the average remaining length of contracts.
Sensitivity analysis – We prepared multiple alternative scenarios sensitising assumptions used in the
director’s forecasts individually and in combination to assess their impact on the recognised US DTAs.
Assessing transparency – We assessed the adequacy of the Group’s disclosures in respect to US
DTAs, particularly the impact of changes to assumptions, the results of which have been disclosed
within note 15.
We performed the tests above rather than seeking to rely on any of the Group’s controls because
the nature of the balance is such that we would expect to obtain audit evidence primarily through
the detailed procedures described.
Our results
As a result of our work we found the level of US DTAs recognised to be acceptable
(FY23 result: not applicable).
Corporate governance
Financial statements
Strategic report
Overview
163 SSP Group plc Annual Report 2024
The risk
Our response
Accounting for the acquisition of
Airport Retail Enterprise Pty Ltd
(‘ARE’)
Goodwill of £62.2m
Total identifiable net assets
at fair value of £20.7m
Our assessment of the risk
for business combinations
is unchanged from FY23.
Refer to Audit Committee Report
(page 118); note 1.12, Accounting
policies Business combinations
(page 178); and note 31,
Business combinations and
other acquisitions (page 205).
Significant unusual transaction
On 1 May 2024, the Group acquired Airport Retail Enterprises Pty
Ltd (‘ARE’), expanding the Group’s presence across Australia and
adding 62 outlets across seven airports to its portfolio for a total
purchase consideration of £82.9m.
The Purchase Price Allocation (‘PPA’) accounting is material
in the context of the Group’s financial statements.
Goodwill of £62.2m and total identifiable net assets of £20.7m
was recognised on acquisition.
There is a risk that assets acquired are not completely identified
or not valued appropriately which would result in amortising or
depreciating assets being understated.
The extent of audit effort undertaken on the PPA accounting
resulted in our determination that the PPA accounting is a key
audit matter in the current period.
Our procedures included:
Methodology choice – We assessed the results of the directors’ PPA accounting by considering
if it was in accordance with relevant accounting standards.
Tests of detail – We inspected a sample of acquired lease agreements and agreed them to the inputs
used to value the right-of-use assets and lease liabilities. We physically inspected a sample of acquired
units to check their existence. We tested the appropriateness of the forecast used in the valuation of
acquired concessions intangible assets through comparison to past actuals and business performance
since the acquisition date, and checked their consistency across calculations.
Sensitivity analysis – We prepared alternative scenarios sensitising assumptions used in the
director’s valuation of acquired concessions intangible assets.
Our valuation expertise – We used our own valuation expert to assist us in assessing the valuation
techniques used for other concession contracts acquired in the PPA accounting and their application,
and the appropriateness of the results.
Assessing application – We considered the results of the directors’ PPA accounting and compared
it to our expectations, taking account of our understanding of the underlying transaction.
Assessing transparency – We assessed the appropriateness of the Group’s disclosures in respect
of the results of the PPA accounting.
We performed the tests above rather than seeking to rely on any of the Group’s controls because
the nature of the balance is such that we would expect to obtain audit evidence primarily through
the detailed procedures described.
Our results
We found the balance of acquired assets to be acceptable (FY23: acceptable).
Recoverability of parent’s
investment in subsidiary
undertaking
Investment in subsidiary –
£1,204.9m (FY23: £1,203.4m)
Our assessment of the risk
is unchanged from FY23.
Refer to Note 33, Accounting
policies (page 209); and Note 34,
Investment in subsidiary
undertakings (page 210).
Low risk, high value
The carrying amount of the parent Company’s investment
in subsidiary represents 83% (FY23: 82%) of the Company’s
net assets. Its recoverability is not at a high risk of significant
misstatement or subject to significant judgement.
Following the growth of the Group’s revenue and operating profit
post-Covid, our assessment of the risk is that it has remained
consistent in FY24.
However, due to its materiality in the context of the parent
Company financial statements, this is the area that had the
greatest effect on our overall parent Company audit.
Our procedures included:
Tests of detail – We compared the carrying amount of the investment book value to the underlying
aggregate recoverable amount of the Group’s CGUs, after adjusting for net debt.
Comparing valuations – We compared the carrying amount of the investment to the market
capitalisation for the Group (after adjusting for net debt).
We performed the tests above rather than seeking to rely on any of the Company’s controls because
the nature of the balance is such that we would expect to obtain audit evidence primarily through the
detailed procedures described.
Our results
We found the Company’s conclusion that there is no impairment in its investment in subsidiary
to be acceptable (FY23: acceptable).
We continue to perform procedures over Recoverability of site assets. However, as a result of our risk assessment this year, conducted at a country level, we have not assessed this as one of the areas of the
most significant risk in our FY24 audit and, therefore, it is not separately identified as a Key Audit Matter in our report this year.
Independent auditor’s report to the members of SSP Group plc continued
Corporate governance
Financial statements
Strategic report
Overview
164 SSP Group plc Annual Report 2024
3. Our application of materiality and an overview of the scope of our audit
Materiality for the Group financial statements as a whole was set at £15.0m (FY23: £15.0m),
determined with reference to a benchmark of Group total revenue as disclosed in note 5 of which
it represents 0.4% (FY23: 0.5%).
Materiality for the parent Company financial statements as a whole was set at £5.25m (FY23: £6.0m),
determined with reference to a benchmark of Company total assets, of which it represents 0.3%
(FY23: 0.4%).
In line with our audit methodology, our procedures on individual account balances and disclosures
were performed to a lower threshold, performance materiality, so as to reduce to an acceptable level
the risk that individually immaterial misstatements in individual account balances add up to a material
amount across the financial statements as a whole.
Performance materiality was set at 75% (FY23: 75%) of materiality for the financial statements as
a whole, which equates to £11.2m (FY23: £11.2m) for the Group and £3.9m (FY23: £4.5m) for the parent
Company. We applied this percentage in our determination of performance materiality because we
did not identify any factors indicating an elevated level of risk.
We agreed to report to the Audit Committee any corrected or uncorrected identified misstatements
exceeding £0.75m (FY23: £0.75m), in addition to other identified misstatements that warranted
reporting on qualitative grounds.
Scope
We involved 11 component teams (FY23: 11 component teams) (including the Group team) in the audit.
Of the Group’s 219 (FY23: 210) reporting units, we subjected 111 (FY23: 93) reporting units to full scope
audits for Group purposes and 3 (FY23: 1) to specified risk-focused audit procedures. The latter was not
individually financially significant enough to require a full scope audit for Group purposes, but did
present specific individual risks that needed to be addressed.
The components within the scope of our work accounted for the percentages illustrated below.
The remaining 21% (FY23: 22%) of total Group revenue, 24% (FY23: 20%) of Group profit before tax
and 22% (FY23: 19%) of total Group assets is represented by 108 (FY23: 116) reporting units, none of
which individually represented more than 2.5% (FY23: 2.5%) of any of total Group revenue, Group
profit before tax or total Group assets. For the residual components, we performed analysis at an
aggregated Group level to re-examine our assessment that there were no significant risks of material
misstatement within these.
Independent auditor’s report to the members of SSP Group plc continued
Group revenue
£3,433m (FY23: £3,010m)
Group materiality
£15.0m (FY23: £15.0m)
Group revenue
Group profit before tax
Group total assets
FY24: Full scope for Group audit purposes
FY24: Specified risk-focused audit procedures
FY23: Full scope for Group audit purposes
FY23: Specified risk-focused audit procedures
Residual reporting units
Group revenue
Group materiality
£15.0m
Whole financial statements materiality (FY23: £15.0m)
£11.2m
Whole financial statements performance materiality (FY23: £11.2m)
£8.3m
Range of materiality at components (£2.25m-£8.25m)
(FY23: £2.25m-£8.25m)
£0.75m
Misstatements reported to the Audit Committee (FY23: £0.75m)
79%
(FY23: 78%)
76%
(FY23: 80%)
83%
(FY23: 81%)
Corporate governance
Financial statements
Strategic report
Overview
165 SSP Group plc Annual Report 2024
The Group 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 team approved the
component materialities, which ranged from £2.25m to £8.25m (FY23: £2.25m to £8.25m), having
regard to the mix of size and risk profile of the components across the Group. The work on 108 of the
111 reporting units (FY23: 90 of the 93 reporting units) was performed by component auditors and the
rest, including the audit of the parent Company, was performed by the Group team. The scope of the
audit work performed was predominately substantive as we placed limited reliance upon the Group’s
internal control over financial reporting.
The Group team undertook visits to 3 (FY23: 3) component locations, in India, France, and Germany
(FY23: the US, Spain, and Germany) to assess the audit risk and strategy. Video and telephone
conference meetings were also held with all in-scope component auditors. At these visits and meetings,
the findings reported to the Group team were discussed in more detail, and any further work required
by the Group team was then performed by the component auditor.
4. The impact of climate change on our audit
Due to the nature of the Group’s operating sites and revenue streams, there is a possibility that climate
change risks, opportunities, and the Group’s own commitments and changing regulations could have
a significant impact on the Group’s business and operations. There is a possibility that climate change
risks, both physical and transitional, could affect financial statement balances, through estimates such
as the valuation of goodwill.
As part of our audit, we performed a risk assessment of the impact of climate change risk on the financial
statements and our audit approach. As a part of this, we held discussions with our own climate change
professionals to challenge our risk assessment. In doing this we performed the following:
• Understanding management’s processes: We made enquiries to understand management’s
assessment of the potential impact of climate change risk on the Group’s Annual Report and
Accounts and the Group’s preparedness for this. As a part of this we made enquiries to understand
management’s risk assessment process as it relates to possible effects of climate change on the
Annual Report and Accounts.
• Valuations: We considered how the Group considers the impact of climate change risk, both in terms
of impacts on input costs and changes in passenger numbers through transport hubs.
We did not identify the impact of climate risk as a separate key audit matter, given the nature of
the Group’s operations and knowledge gained of its impact on critical accounting estimates during
our risk assessment procedures and testing, including the relatively short-term nature of many
of the Group’s assets.
During the course of our audit, we considered the Group’s processes around climate change related
disclosures in the Annual Report and read the disclosures in the Strategic Report and Directors’
Report and considered its consistency with the financial statements and our audit knowledge.
We held discussions with our own climate change professionals to challenge our assessment.
5. Going concern
The directors have prepared the financial statements on the going concern basis as they do not intend
to liquidate the Group or the Company or to cease their operations, and as they have concluded that
the Group’s and the Company’s financial position means that this is realistic. They have also concluded
that there are no material uncertainties that could have cast significant doubt over their ability to
continue as a going concern for at least a year from the date of approval of the financial statements
(“the going concern period”).
We used our knowledge of the Group, its industry, and the general economic environment to identify
the inherent risks to its business model and analysed how those risks might affect the Group’s and
Company’s financial resources or ability to continue operations over the going concern period. The
risks that we considered most likely to adversely affect the Group’s and Company’s available financial
resources and/or metrics relevant to debt covenants over this period were:
• The impact of broader macro-economic factors such as inflation and interest rates on traveller
numbers; and
• The impact of geopolitical factors on traveller numbers.
We considered whether these risks could plausibly affect the liquidity or covenant compliance in
the going concern period by comparing severe, but plausible downside scenarios that could arise from
these risks individually and collectively against the level of available financial resources and covenants
indicated by the Group’s financial forecasts.
Our conclusions based on this work:
• we consider that the directors’ use of the going concern basis of accounting in the preparation
of the financial statements is appropriate;
• we have not identified, and concur with the directors’ assessment that there is not, a material
uncertainty related to events or conditions that, individually or collectively, may cast significant
doubt on the Group’s or Company’s ability to continue as a going concern for the going concern period;
• we have nothing material to add or draw attention to in relation to the directors’ statements in
notes 1.2 and 33 to the financial statements on the use of the going concern basis of accounting with
no material uncertainties that may cast significant doubt over the Group and Company’s use of that
basis for the going concern period, and we found the going concern disclosures in notes 1.2 and 33
to be acceptable; and
• the related statement under the Listing Rules set out on page 86 is materially consistent with the
financial statements and our audit knowledge.
However, as we cannot predict all future events or conditions and as subsequent events may result
in outcomes that are inconsistent with judgements that were reasonable at the time they were made,
the above conclusions are not a guarantee that the Group or the Company will continue in operation.
Independent auditor’s report to the members of SSP Group plc continued
Corporate governance
Financial statements
Strategic report
Overview
166 SSP Group plc Annual Report 2024
6. Fraud and breaches of laws and regulations – ability to detect
Identifying and responding to risks of material misstatement due to fraud
To identify risks of material misstatement due to fraud (“fraud risks”), we assessed events or
conditions that could indicate an incentive or pressure to commit fraud or provide an opportunity
to commit fraud.
Our risk assessment procedures included:
• Enquiring of the directors, management, legal counsel, and members of the Internal Audit function
as to whether they are aware of any instances of fraud, and as to the Group’s high-level policies and
procedures to prevent and detect fraud;
• Reading Board and committee minutes;
• Using analytical procedures to identify any unusual or unexpected relationships;
• Inspection of internal audit reports issued during the year and whistle-blower logs; and
• Considering the Group’s results against performance targets and the Group’s remuneration policies,
key drivers for remuneration, and bonus levels.
We communicated identified fraud risks throughout the audit team and remained alert to any
indications of fraud throughout the audit. This included communication to our global component
teams of all relevant fraud risks identified at the Group level, and requests to our component audit
teams to report to the Group audit team any instances of fraud which could give rise to a material
misstatement at the Group level.
As required by auditing standards, and having considered the impact of the Group’s results against
performance targets, we perform procedures designed to address the risk of management override
of controls, in particular the risk that Group and component management may be in a position to make
inappropriate accounting entries and the risk of bias in accounting estimates and judgements such as
the Recognition and measurement of US Deferred Tax Assets and its impact on performance targets.
Further detail in respect of this matter is set out in the key audit matter disclosures within section 2
of this report.
On this audit, we do not believe that there is a fraud risk related to revenue recognition based
on the following assessment:
• The accounting for the majority of the Group’s sales is non-complex, with a strong correlation to
cash receipts and limited opportunities for manual intervention in the sales process to fraudulently
manipulate revenue.
• There is limited judgement in the accounting for sales which further limits management’s
opportunity to fraudulently manipulate revenue.
We did not identify any additional fraud risks.
We also performed procedures including:
• Identifying and testing journal entries and other adjustments for all full scope components
based on specific risk-based criteria and comparing identified entries to supporting documentation.
These included entries posted by unusual or unauthorised users, those posted to unexpected
account combinations and those with unusual posting descriptions.
• Assessing significant accounting estimates for bias.
Identifying and responding to risks and material misstatement due to non-compliance with laws
and regulations
We identified areas of laws and regulations that could reasonably be expected to have a material
effect on the financial statements from our general commercial and sector experience, through
discussions with the directors and other management (as required by auditing standards), and from
inspection of the Group’s regulatory and legal correspondence and discussed with the directors and
other management the policies and procedures regarding compliance with laws and regulations.
As the Group is regulated, our assessment of risks involved gaining an understanding of the control
environment including the entity’s procedures for complying with regulatory requirements.
We communicated identified laws and regulations risks throughout our team and remained alert to
any indication of non-compliance throughout the audit. This included communication from the Group
to all component audit teams of relevant laws and regulations identified at the Group level, and a
request for component auditors to report to the Group audit team any instances of non-compliance
with laws and regulations that could give rise to a material misstatement at the Group level.
The potential effect of these laws and regulations on the financial statements varies considerably.
Firstly, the Group is subject to laws and regulations that directly affect the Financial Statements,
including financial reporting legislation (including related company legislation, distributable profits
legislation, and taxation legislation (direct and indirect)). We assessed the extent of compliance with
these laws and regulations as part of our procedures on the related financial statement items.
Secondly, the Group is also subject to many other laws and regulations, where the consequences
of non-compliance could have a material effect on amounts or disclosures in the financial statements,
for instance through the imposition of fines or litigation or the loss of the Group’s permission to
operate in geographic locations where non-adherence to laws could prevent trading in these locations.
We identified the following areas as being most likely to have such an effect:
• Consumer product laws such as product safety, quality standards and communication of allergens,
reflecting the nature of the Group’s operations;
• Health and safety, reflecting the nature of the Group’s operating locations; and
• Data privacy laws, reflecting the customer data held by the Group.
Independent auditor’s report to the members of SSP Group plc continued
Corporate governance
Financial statements
Strategic report
Overview
167 SSP Group plc Annual Report 2024
Auditing standards limit the required audit procedures to identify non-compliance with these laws and
regulations to enquiry of the Directors and other management and inspection of regulatory and legal
correspondence, if any. Therefore, if a breach of operational regulations is not disclosed to us or
evident from relevant correspondence, an audit will not detect that breach.
Context of the ability of the audit to detect fraud or breaches of law or regulation
Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have
detected some material misstatements in the financial statements, even though we have properly
planned and performed our audit in accordance with auditing standards. For example, the further
removed an instance of non-compliance with laws and regulations is from the events and transactions
reflected in the financial statements, the less likely it is that the inherently limited procedures
required by auditing standards would identify it.
In addition, as with any audit, there remains a higher risk of non-detection of fraud, as these may
involve collusion, forgery, intentional omission, misrepresentation, or override of internal controls.
Our audit procedures are designed to detect material misstatement. We are not responsible for
preventing non-compliance of fraud and cannot be expected to detect non-compliance with all
laws and regulations.
7. We have nothing to report on the other information in the Annual Report
The directors are responsible for the other information presented in the Annual Report together with
the financial statements. Our opinion on the financial statements does not cover the other information
and, accordingly, we do not express an audit opinion or, except as explicitly stated below, any form of
assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether, based on our
financial statements audit work, the information therein is materially misstated or inconsistent with
the financial statements or our audit knowledge. Based solely on that work we have not identified
material misstatements in the other information.
Strategic report and directors’ report
Based solely on our work on the other information:
• we have not identified material misstatements in the strategic report and the directors’ report;
• in our opinion the information given in those reports for the financial year is consistent with the
financial statements; and
• in our opinion those reports have been prepared in accordance with the Companies Act 2006.
Directors’ remuneration report
In our opinion the part of the Directors’ Remuneration Report to be audited has been properly
prepared in accordance with the Companies Act 2006.
Disclosures of emerging and principal risks and longer-term viability
We are required to perform procedures to identify whether there is a material inconsistency between
the directors’ disclosures in respect of emerging and principal risks and the Viability statement, and
the financial statements and our audit knowledge.
Based on those procedures, we have nothing material to add or draw attention to in relation to:
• the directors’ confirmation within the Viability statement on page 85-86 that they have carried out
a robust assessment of the emerging and principal risks facing the Group, including those that would
threaten its business model, future performance, solvency and liquidity;
• the Emerging and Principal Risks disclosures describing these risks and how emerging risks are
identified, and explaining how they are being managed and mitigated; and
• the directors’ explanation in the Viability statement of how they have assessed the prospects of the
Group, over what period they have done so and why they considered that period to be appropriate,
and their statement as to whether they have a reasonable expectation that the Group will be able
to continue in operation and meet its liabilities as they fall due over the period of their assessment,
including any related disclosures drawing attention to any necessary qualifications or assumptions.
We are also required to review the Viability statement, set out on pages 85-86 under the Listing Rules.
Based on the above procedures, we have concluded that the above disclosures are materially
consistent with the financial statements and our audit knowledge.
Our work is limited to assessing these matters in the context of only the knowledge acquired during
our financial statements audit. As we cannot predict all future events or conditions and as subsequent
events may result in outcomes that are inconsistent with judgements that were reasonable at the time
they were made, the absence of anything to report on these statements is not a guarantee as to the
Group’s and Company’s longer-term viability.
Independent auditor’s report to the members of SSP Group plc continued
Corporate governance
Financial statements
Strategic report
Overview
168 SSP Group plc Annual Report 2024
Corporate governance disclosures
We are required to perform procedures to identify whether there is a material inconsistency between
the directors’ corporate governance disclosures and the financial statements and our audit knowledge.
Based on those procedures, we have concluded that each of the following is materially consistent
with the financial statements and our audit knowledge:
• 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 position and performance, business model and strategy;
• the section of the annual report describing the work of the Audit Committee, including the
significant issues that the audit committee considered in relation to the financial statements,
and how these issues were addressed; and
• the section of the annual report that describes the review of the effectiveness of the Group’s
risk management and internal control systems.
We are required to review the part of the Corporate Governance Statement relating to the Group’s
compliance with the provisions of the UK Corporate Governance Code specified by the Listing Rules
for our review. We have nothing to report in this respect.
8. We have nothing to report on the other matters on which we are required to report by exception
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.
We have nothing to report in these respects.
9. Respective responsibilities
Directors’ responsibilities
As explained more fully in their statement set out on page 160, the directors are responsible for:
• the preparation of the financial statements including being satisfied that they give a true and fair
view; such internal control as they determine is necessary to enable the preparation of financial
statements that are free from material misstatement, whether due to fraud or error; assessing the
Group and parent Company’s ability to continue as a going concern, disclosing, as applicable, matters
related to going concern; and using the going concern basis of accounting unless they either intend
to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative
but to do so.
Auditor’s responsibilities
Our objectives are to obtain reasonable assurance about whether the financial statements as a
whole are free from material misstatement, whether due to fraud or error, and to issue our opinion
in an auditor’s report. Reasonable assurance is a high level of assurance, but does not guarantee that
an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error and are considered material if, individually or in
aggregate, they could reasonably be expected to influence the economic decisions of users taken
on the basis of the financial statements.
A fuller description of our responsibilities is provided on the FRC’s website at
www.frc.org.uk/auditorsresponsibilities.
The Company is required to include these financial statements in an annual financial report prepared
under Disclosure Guidance and Transparency Rule 4.1.17R and 4.1.18R. This auditor’s report provides
no assurance over whether the annual financial report has been prepared in accordance with
those requirements.
10. The purpose of our audit work and to whom we owe our responsibilities
This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of
Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the
Company’s members those matters we are required to state to them in an auditor’s report and for no
other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to
anyone other than the Company and the Company’s members, as a body, for our audit work, for this
report, or for the opinions we have formed.
Lourens de Villiers
(Senior Statutory Auditor)
for and on behalf of KPMG LLP, Statutory Auditor
Chartered Accountants
15 Canada Square
London, E14 5GL
2 December 2024
Independent auditor’s report to the members of SSP Group plc continued
Corporate governance
Financial statements
Strategic report
Overview
169 SSP Group plc Annual Report 2024
Notes
2024
Underlying¹
£m
2024
Non-underlying
£m
2024
IFRS
£m
2023
Underlying¹
£m
2023
Non-underlying
£m
2023
IFRS
£m
Revenue
3
3,433.2
–
3,433.2
3,009.7
–
3,009.7
Operating costs
5
(3,186.6)
(40.7)
(3,227.3)
(2,804.9)
(38.0)
(2,842.9)
Operating profit/(loss)
246.6
(40.7)
205.9
204.8
(38.0)
166.8
Share of profit of associates
14
5.4
–
5.4
7.2
(6.7)
0.5
Finance income
8
19.1
–
19.1
17.0
–
17.0
Finance expense
8
(114.1)
2.3
(111.8)
(103.6)
7.4
(96.2)
Profit/(loss) before tax
157.0
(38.4)
118.6
125.4
(37.3)
88.1
Taxation
9
(33.4)
0.3
(33.1)
(29.1)
(2.9)
(32.0)
Profit/(loss) for the year
123.6
(38.1)
85.5
96.3
(40.2)
56.1
Profit/(loss) attributable to:
Equity holders of the parent
64.9
(37.5)
27.4
49.6
(41.5)
8.1
Non–controlling interests
24
58.7
(0.6)
58.1
46.7
1.3
48.0
Profit/(loss) for the year
123.6
(38.1)
85.5
96.3
(40.2)
56.1
Earnings per share (pence):
– Basic
4
8.1
3.4
6.2
1.0
– Diluted
4
8.1
3.4
6.2
1.0
1
Presented on an underlying basis, which excludes non-underlying items as further explained in note 6. The classification of taxation follows the classification of the taxed items. Items previously recognised as non-underlying or underlying, in the event of their reversal, are recognised in accordance
with their original classification.
Consolidated income statement
for the year ended 30 September 2024
Corporate governance
Financial statements
Strategic report
Overview
170 SSP Group plc Annual Report 2024
Notes
2024
£m
2023
£m
Other comprehensive income/(expense)
Items that will never be reclassified to the income statement:
Remeasurements on defined benefit pension schemes
22
(0.2)
(4.4)
Tax credit relating to items that will not be reclassified
0.1
1.0
Items that are or may be reclassified subsequently to the income statement:
Net gain on hedge of net investment in foreign operations
36.1
33.9
Other foreign exchange translation differences
(50.5)
(49.4)
Effective portion of changes in fair value of cash flow hedges
(0.7)
–
Cash flow hedges – reclassified to income statement
–
–
Tax credit/(charge) relating to items that are or may be reclassified
0.6
(1.1)
Other comprehensive income for the year
(14.6)
(20.0)
Profit for the year
85.5
56.1
Total comprehensive income for the year
70.9
36.1
Total comprehensive (expense)/income attributable to:
Equity holders of the parent
24.5
(0.7)
Non-controlling interests
24
46.4
36.8
Total comprehensive income for the year
70.9
36.1
Consolidated statement of other comprehensive income
for the year ended 30 September 2024
Corporate governance
Financial statements
Strategic report
Overview
171
SSP Group plc Annual Report 2024
Notes
2024
£m
2023
£m
Non-current assets
Property, plant and equipment
11
696.8
586.9
Goodwill and intangible assets
12
755.7
681.1
Right-of-use assets
13
1,032.0
931.5
Investments in associates
14
21.5
16.2
Deferred tax assets
15
84.2
91.0
Other receivables
17
105.7
81.2
2,695.9
2,387.9
Current assets
Inventories
16
45.5
42.4
Tax receivable
10.0
6.0
Trade and other receivables
17
166.7
158.6
Cash and cash equivalents
18
254.8
303.3
477.0
510.3
Total assets
3,172.9
2,898.2
Current liabilities
Short-term borrowings
19
(12.2)
(12.6)
Trade and other payables
20
(717.0)
(741.1)
Tax payable
(22.4)
(23.3)
Lease liabilities
21
(298.7)
(252.3)
Provisions
23
(26.1)
(25.3)
(1,076.4)
(1,054.6)
Non-current liabilities
Long-term borrowings
19
(835.1)
(682.8)
Post-employment benefit obligations
22
(10.7)
(10.5)
Lease liabilities
21
(790.4)
(776.4)
Other payables
20
(1.5)
(1.3)
Provisions
23
(35.2)
(30.7)
Deferred tax liabilities
15
(39.7)
(19.8)
Interest rate swaps
(0.7)
–
(1,713.3)
(1,521.5)
Total liabilities
(2,789.7)
(2,576.1)
Net assets
383.2
322.1
Notes
2024
£m
2023
£m
Equity
Share capital
24
8.6
8.6
Share premium
24
472.7
472.7
Capital redemption reserve
24
1.2
1.2
Other reserves
24
(20.7)
(18.2)
Retained losses
(234.6)
(238.1)
Total equity shareholders‘ funds
227.2
226.2
Non-controlling interests
24
156.0
95.9
Total equity
383.2
322.1
These financial statements were approved by the Board of Directors on 2 December 2024 and were
signed on its behalf by:
Jonathan Davies
Deputy Group CEO and CFO
Consolidated balance sheet
as at 30 September 2024
Corporate governance
Financial statements
Strategic report
Overview
172 SSP Group plc Annual Report 2024
Share
capital
£m
Share
premium
£m
Capital
redemption
reserve
£m
Other
reserves
£m
Retained
earnings/
(losses)
£m
Total
parent
equity
£m
Non-controlling
interests
£m
Total
equity
£m
Balance at 30 September 2022
8.6
472.7
1.2
(9.0)
(248.5)
225.0
86.0
311.0
Profit for the year
–
–
–
–
8.1
8.1
48.0
56.1
Other comprehensive income/(expense) for the year
–
–
–
(5.4)
(3.4)
(8.8)
(11.2)
(20.0)
Capital contributions from non-controlling interests (note 24)
–
–
–
–
–
–
17.3
17.3
Dividends paid to non-controlling interests (note 24)
–
–
–
–
–
–
(45.3)
(45.3)
Purchase of additional stake in subsidiary (note 24)
–
–
–
(1.1)
–
(1.1)
1.1
–
Transactions with non-controlling interests (note 24)
–
–
–
(2.7)
–
(2.7)
–
(2.7)
Share-based payments
–
–
–
–
5.7
5.7
–
5.7
At 30 September 2023
8.6
472.7
1.2
(18.2)
(238.1)
226.2
95.9
322.1
Profit for the year
–
–
–
–
27.4
27.4
58.1
85.5
Other comprehensive expense for the year
–
–
–
(2.8)
(0.1)
(2.9)
(11.7)
(14.6)
Capital contributions from non-controlling interests (note 24)
–
–
–
–
–
–
51.1
51.1
Dividends paid to non-controlling interests (note 24)
–
–
–
–
–
–
(44.1)
(44.1)
Dividend paid to shareholders
–
–
–
–
(29.5)
(29.5)
–
(29.5)
Purchase of additional stake in subsidiary (note 24)
–
–
–
(6.2)
–
(6.2)
6.7
0.5
Transactions with non-controlling interests (note 24)
–
–
–
6.5
–
6.5
–
6.5
Share-based payments
–
–
–
–
5.7
5.7
–
5.7
At 30 September 2024
8.6
472.7
1.2
(20.7)
(234.6)
227.2
156.0
383.2
Consolidated statement of changes in equity
for the year ended 30 September 2024
Corporate governance
Financial statements
Strategic report
Overview
173 SSP Group plc Annual Report 2024
Consolidated cash flow statement
for the year ended 30 September 2024
Notes
2024
£m
2023
£m
Cash flows from operating activities
Cash flow from operations
26
592.5
498.3
Tax paid
(26.0)
(19.6)
Net cash flows from operating activities
566.5
478.7
Cash flows from investing activities
Dividends received from associates
14
9.6
7.3
Interest received
8
12.5
11.5
Purchase of property, plant and equipment
11
(260.2)
(219.9)
Purchase of other intangible assets
12
(36.9)
(22.6)
Acquisition of associates
31
(10.5)
–
Acquisition of subsidiaries, net of cash acquired
31
(128.4)
(41.2)
Net cash flows from investing activities
(413.9)
(264.9)
Cash flows from financing activities
Repayment of bank borrowings
27
(12.3)
(95.9)
Debt refinancing and modification fees paid
(0.5)
(4.6)
Dividends paid to Shareholders
(29.5)
–
Receipt of USPP facility
19
205.4
–
Loans (repaid to)/taken from non-controlling interests
27
5.0
(1.2)
Payment of lease liabilities – principal
21
(218.6)
(197.5)
Payment of lease liabilities – interest
21
(62.1)
(53.1)
Interest paid excluding interest on lease liabilities
(47.8)
(57.6)
Dividends paid to non-controlling interests
24
(44.1)
(45.3)
Refinancing/contributions into associates
(0.8)
(8.0)
Capital contributions from non-controlling interests
18.3
22.5
Net cash flows used in financing activities
(187.0)
(440.7)
Net decrease in cash and cash equivalents
(34.4)
(226.9)
Cash and cash equivalents at beginning of the year
303.3
543.6
Effect of exchange rate fluctuations on cash and cash equivalents
(14.1)
(13.4)
Cash and cash equivalents at end of the year
254.8
303.3
Corporate governance
Financial statements
Strategic report
Overview
174 SSP Group plc Annual Report 2024
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 its associates. These
financial statements have been prepared in accordance with UK-adopted International Accounting
Standards(‘IAS’) and with the requirements of the Companies Act 2006 (the ‘Act’).
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 financial
instruments (including derivative instruments) and defined benefit pension schemes for which assets
are measured at fair value, as explained in the accounting policies below.
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 are prepared on a going concern basis.
The Board has reviewed the Group’s financial forecasts as part of the preparation of its financial
statements, including cash flow forecasts prepared for a period of twelve months from the date
of approval of these financial statements (‘the going concern period’) and taking into consideration
a number of different scenarios. Having carefully reviewed these forecasts, the Directors have
concluded that it is appropriate to adopt the going concern basis of accounting in preparing these
financial statements for the reasons set out below.
In making the going concern assessment, the Directors have considered forecast cash flows and
the liquidity available over the going concern period. In doing so they assessed a number of scenarios,
including a base case scenario and a plausible downside scenario. The base case scenario reflects
an expectation of a continuing growth in passenger numbers in most of our key markets during
the forecast period, augmented by the ongoing roll-out of our new business pipeline.
With some uncertainty surrounding the economic and geo-political environment over the next twelve
months, a downside scenario has also been modelled, applying severe but plausible assumptions to the
base case. This downside scenario reflects a pessimistic view of the travel markets for the remainder
of the current financial year, assuming sales that are around 5% lower than in the base case scenario.
In both its base case and downside case scenarios, the Directors are confident that the Group will have
sufficient funds to continue to meet its liabilities as they fall due for a period of at least 12 months from
the date of approval of the financial statements, and that it will have headroom against all applicable
covenant tests throughout this period of assessment. The Directors have therefore deemed it
appropriate to prepare the financial statements for the year ended 30 September 2024 on a going
concern basis.
1.3 Changes in accounting policies and disclosures
During the year ended 30 September 2024, the Group adopted the following standards:
• IFRS 17 Insurance contracts (as issued on 18 May 2017) including amendments to IFRS 17
(issued on 25 June 2020)
• Definition of Accounting Estimates: Amendments to IAS 8 Accounting Policies, Changes in Accounting
Estimates and Errors
• Disclosure of Accounting policies: Amendments to IAS 1 Presentation of Financial Statements
and IFRS Practice Statement 2 Making Materiality Judgements
• Amendments to IAS 12 Income Taxes – Deferred Tax Related to Assets and Liabilities Arising from
a Single Transaction
• Amendments to IFRS 17 Insurance Contracts: Initial application of IFRS 17 and IFRS 9
– Comparative information
• Amendments to IAS 12: International Tax Reform – Pillar Two Model Rules
There is no significant impact of adopting these new standards on the Group’s consolidated
financial statements.
1.4 New accounting standards not yet adopted by the Group
The following amended standards and interpretations are not expected to have a significant impact
on the Group’s consolidated financial statements:
• Classification of liabilities as current or non-current (Amendments to IAS 1)
• IAS 1 ‘Presentation of Financial Statements’ (amendments) – classification of liabilities as current
or non-current and non-current liabilities with covenants
• IFRS 16 ‘Leases’ (amendments) – lease liability in a sale and leaseback
• IFRS 7 ‘Financial Instruments: Disclosures’ & IAS 7 ‘Statement of Cash Flows’ (amendments)
– supplier finance arrangements
1.5 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.
Corporate governance
Financial statements
Strategic report
Overview
175 SSP Group plc Annual Report 2024
1. Accounting policies continued
Subsidiaries (continued)
Subsidiary undertakings exempt from audit
The following subsidiaries, all of which are incorporated in England and Wales, are exempt from
the requirements of the Companies Act 2006 relating to the audit of individual accounts by virtue
of section 479A of that Act.
Company
Company Registration Number
Procurement 2U Limited
01907655
Rail Gourmet Group Limited
06180162
SSP Asia Pacific Holdings Limited
06180177
SSP Australia Financing Limited
15668708
SSP Bermuda Holdings Limited
11815274
SSP Euro Holdings Limited
08654008
SSP Financing No. 2 Limited
09113371
SSP Group Holdings Limited
05736092
SSP Lounge Holdings Global Limited
15075931
Associates
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 are 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 investees‘ future cash flows and the
fair value less costs of disposal.
1.6 Foreign currency
Transactions in foreign currencies are translated to the respective functional currencies of Group
entities at the foreign exchange rate 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 other comprehensive
income. 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.
Notes to consolidated financial statements continued
Corporate governance
Financial statements
Strategic report
Overview
176 SSP Group plc Annual Report 2024
1. Accounting policies continued
1.7 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.
1.8 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
and doubtful debts. The allowance for doubtful debts is recognised based on an expected loss model
which is a probability weighted estimate of credit losses.
The Group applies the simplified approach and records lifetime expected credit losses for trade and
other receivables. The basis on which expected credit losses are measured uses historical cash collection
data for periods of at least 24 months wherever possible. The historical loss rates are adjusted where
macro-economic, industry specific factors or known issues to a specific debtor are expected to have a
significant impact when determining future expected credit losses. Trade and other receivables are fully
written off when each business unit determines there to be no reasonable expectation of recovery.
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 deposits and liquid investments, 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. Money market funds which are
readily convertible to cash are classified as cash equivalents and held on the balance sheet at fair value.
Other financial assets
Other financial assets comprise money market funds that are not readily convertible to cash.
These are held on the balance sheet at amortised cost.
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. Where a modification to the terms of existing borrowings has taken place,
the difference between the current carrying amount of borrowings and the modified net present
value of future cash flows is taken to the income statement.
1.9 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.
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 other comprehensive
income 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 specified above, 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).
Notes to consolidated financial statements continued
Corporate governance
Financial statements
Strategic report
Overview
177 SSP Group plc Annual Report 2024
1. Accounting policies continued
1.10 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. The restoration cost is capitalised and
depreciated over the life of the contract.
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
50 years
Leasehold buildings
the life of the lease
Plant and machinery
3 to 13 years
Fixtures, fittings, tools and equipment
3 to 13 years
1.11 IFRS 16 Leases
The Group recognises a right-of-use asset and a lease liability at the lease commencement date.
The right-of-use asset is initially measured at cost, comprising the initial amount of the lease liability
plus any initial direct costs incurred and any lease payments made at or before the lease commencement
date, less any lease incentives received. The right-of-use asset is subsequently depreciated using the
straight-line method from the commencement date to the earlier of the end of the useful life of the
asset or the end of the lease term.
The lease liability is initially measured at the present value of the lease payments that are not paid at
the commencement date, discounted using the incremental borrowing rate being the rate that the lessee
would have to pay to borrow the funds necessary to obtain an asset in a similar economic environment
with similar terms and conditions. The lease liability is subsequently measured at amortised cost using
the effective interest method. It is remeasured when there is a change in future lease payments arising
from a change in an index or a rate or a change in the Group’s assessment of whether it will exercise an
extension or termination option. When the lease liability is remeasured, a corresponding adjustment
is made to the right-of-use asset. Variable lease payments are recognised as an expense in the income
statement in the period they are incurred. For short-term leases and low value assets, the Group
recognises the lease payments as an operating expense on a straight-line basis over the term of the lease.
1.12 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. The consideration transferred in the acquisition
is measured at fair value as are the identifiable assets and liabilities acquired. The excess of the fair
value of consideration transferred over the fair value of net assets acquired is accounted for as goodwill.
Any goodwill that arises is tested annually for impairment.
Non-controlling interests arising from acquisition are accounted for based on the proportionate share of
the fair value of identifiable net assets. Subsequent to acquisition, the carrying amount of non-controlling
interests is the amount of those interests at initial recognition plus the non-controlling interests‘ share
of subsequent changes in equity. Total comprehensive income is attributed to non-controlling interests
even if this results in the non-controlling interests having a deficit balance.
1.13 Acquisitions and disposals of non-controlling interests
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.
1.14 Goodwill and intangible assets
Goodwill
Goodwill is allocated to groups of cash-generating units (CGUs) as this is the lowest level within the Group
at which the goodwill is monitored for internal management purposes. Goodwill is not amortised but is
tested annually for impairment, or when impairment triggers have been identified, at the level at which it
is allocated when accounting for business combinations. Goodwill is stated at cost less any accumulated
impairment losses.
Indefinite life intangible assets
Indefinite life intangible assets relate to brands recognised on acquisition of the SSP business in 2006.
Indefinite life intangible assets are treated as having an indefinite life as there is no foreseeable limit to
the period over which they are expected to generate net cash inflows. In particular, they are considered
to have an indefinite life, given the strength and durability of the brands and the level of marketing
support provided. The nature of the food and beverage industry is such that obsolescence is not
a common issue, with the Group’s major brands being originally created over 20 years ago.
These assets are tested annually for impairment or when impairment triggers have been identified,
at the level at which they are allocated when accounting for business combinations.
Definite life and software intangible assets
Definite life intangible assets, consisting mainly of brands and franchise agreements and software, that
are acquired/purchased by the Group are stated at cost less accumulated amortisation and accumulated
impairment losses. Expenditure on internally generated brands is recognised in the income statement
as an expense is incurred.
Amortisation
Amortisation is charged to the income statement on a straight-line basis over the estimated useful lives
of intangible assets (between 3 and 15 years) unless such lives are indefinite. Other intangible assets are
amortised from the date they are available for use.
Notes to consolidated financial statements continued
Corporate governance
Financial statements
Strategic report
Overview
178 SSP Group plc Annual Report 2024
1. Accounting policies continued
1.15 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.
1.16 Impairment excluding inventories and deferred tax assets
Financial assets
A financial asset not carried at fair value through the income statement 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 in each period at the same time.
The recoverable amount of an asset 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 (or group of units)
on a pro rata basis. Any subsequent reduction in an impairment loss in respect of goodwill is not reversed.
For other assets, any subsequent reduction in 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.
1.17 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.
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.
Notes to consolidated financial statements continued
Corporate governance
Financial statements
Strategic report
Overview
179 SSP Group plc Annual Report 2024
1. Accounting policies continued
1.18 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 an appropriate rate.
1.19 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 ‘Operational segments‘,
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.
1.20 Revenue
Revenue represents amounts for retail goods and catering services supplied to third-party customers
(predominantly passengers) excluding discounts, value-added tax and similar sales taxes.
Sale of goods
Revenue is recognised at the point that control of the goods is passed to the customer. This is deemed
to be at the at the point of sale of food, beverage and retail goods.
Provision of catering services
Revenue is recognised over time, as the services are provided to the customer.
1.21 Supplier income
The Group enters into agreements with suppliers to benefit from promotional activity and volume
growth. Supplier incentives, rebates and discounts are recognised within cost of sales as they are earned.
1.22 Underlying and non-underlying items
Underlying items
Underlying items are those that, in management‘s judgement, 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.
Non-underlying items
The Group makes reference to non-underlying items in presenting the Group’s statutory profitability
measures. Non-underlying items are non-recurring items of expense or income which are not incurred
in the normal course of business. Examples of non-underlying items include restructuring expenses
and impairment of goodwill, property, plant and equipment and right-of-use assets.
Items that are subsequently reversed are reversed in accordance with their original treatment,
as underlying or non-underlying respectively.
The tax effect of items follow the classification as underlying or non-underlying of the original income
or expense that the tax effect relates to. The Board considers the alternative performance measures
using non-underlying items to be helpful to the reader, but notes that they have certain limitations,
including the exclusion of significant recurring and non-recurring items, and may not be directly
comparable with similarly titled measures presented by other companies.
1.23 Finance income and expense
Finance income comprises interest receivable on funds invested and net foreign exchange gains that
are recognised in the income statement. Finance expense comprises interest payable, finance charges
on shares classified as liabilities, unwinding of the discount on lease liabilities, 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. Foreign currency gains and losses are reported on a net basis.
1.24 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.
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.
1.25 Share capital
Where the Company purchases its own share capital (treasury shares), the consideration paid, including
any directly attributable incremental costs, is deducted from equity attributable to the Company’s equity
holders until the shares are cancelled or reissued.
Where such shares are subsequently sold or reissued, any consideration received net of any directly
attributable incremental transaction costs and the related income tax effects, is included in equity
attributable to the Company’s equity holders.
Notes to consolidated financial statements continued
Corporate governance
Financial statements
Strategic report
Overview
180 SSP Group plc Annual Report 2024
1. Accounting policies continued
1.26 Government grants
Income received in the form of government grants is accounted for under IAS 20 ‘Government grants’
and recognised in the income statement in the period in which the associated costs for which the grants
are intended to compensate are incurred. The grant income is recognised as a reduction in the
corresponding expense in the income statement.
Where a government or a government guaranteed bank loan has been received with below-market
interest rates, the loan is accounted for initially at fair value discounted at market rates with the
difference between the cash received and the fair value at market rates being recognised as deferred
income. The unwind of the discount and the deferred income are released to and netted in finance
charges in the income statement, on a straight-line basis over the duration of loan.
Other than the changes discussed in 1.3, the accounting policies adopted are consistent with those
of the previous year.
2. Significant 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.
Key sources of estimation uncertainty
Impairment of goodwill and indefinite life intangible assets
The Group recognises goodwill and indefinite life 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
as well as when there is a specific trigger for impairment. There were no specific impairment triggers
in the year.
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 and associated sensitivities are set out in note 12 to these
financial statements.
Critical accounting judgements
Deferred tax
The evaluation of recoverability of deferred tax assets requires judgements to be made regarding the
availability of future taxable income against which tax deductible temporary differences can be utilised.
Management therefore recognises deferred tax assets only where it believes it is probable that such assets
will be realised, taking account of historic evidence of taxable profits; current levels of profitability;
and forecasts prepared for budgets and the Group‘s Medium Term Plan (as referred to in the viability
statement in the risk management section of the Strategic Report). Judgement is also required
to determine the period for which such profits can be reliably forecasted.
Significant Management judgement is required to determine the amount of the deferred tax asset that
should be recognised, based upon the likely timing, geography and probability of future taxable profits.
Where there is a history of losses, convincing evidence is required before deferred tax assets are
recognised on historic losses.
Further details on deferred taxes are disclosed in note 15.
Other sources of estimation uncertainty
Acquisition accounting for concession contracts
The fair value of the concession contracts on acquisition is determined using an excess earnings model.
The valuation model has a wide range of inputs, including contractual information, passenger information
from which cashflows are forecast, asset values and discount rates. Should these estimates differ from
actuals then the value of these assets could be over or understated.
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 normal course of business, there are transactions and calculations for which the
ultimate determination is uncertain. As a result, the Group recognises tax liabilities based on estimates
of whether additional taxes 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, and have been calculated using the single best
estimate of likely outcome approach. Management takes advice from in-house tax specialists and
professional tax advisors, and uses previous experience to inform its judgements. To the extent that
the outcome differs from the estimates made, tax adjustments may be required in future periods.
Climate change
In preparing these consolidated financial statements we have considered the impact of both physical
and transition climate change risks as well as our plans to mitigate against those risks on the recoverable
amount of our assets and level of liabilities. We do not believe that there is a material impact on the
financial reporting judgements and estimates arising from our considerations and as a result the
recoverable amount of our assets and level of liabilities have not been significantly impacted by these
risks as at 30 September 2024.
The Group has performed an assessment of the qualitative impact of climate-related risks on our
business. On the basis of this analysis we have not identified any significant impact from climate-related
risks on the Group’s going concern assessment nor the viability of the Group over the next three years.
Useful estimated lives of property, plant and equipment exceeding IFRS 16 lease term
In the UK, there are a number of leases which are considered to fall outside the scope of IFRS 16 due
to contractual terms meaning notice can be given so the lease would end within 12 months and therefore
the lease being classified as short term. In a number of cases, the leasehold improvement associated with
these leases are being depreciated over a longer period, as we expect the lease term to be longer than
the contractually defined minimum period, which is used for the IFRS 16 assessment.
Notes to consolidated financial statements continued
Corporate governance
Financial statements
Strategic report
Overview
181
SSP Group plc Annual Report 2024
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’: North
America, Continental Europe, UK and APAC & EEME. North America includes operations in the United
States, Canada and Bermuda; Continental Europe includes operations in the Nordic countries and in
Western and Southern Europe; The UK includes operations in the United Kingdom and the Republic
of Ireland; and APAC & EEME includes operations in Asia Pacific, India, Eastern Europe and the Middle
East and South America. These segments comprise of countries which are at similar stages of
development and demonstrate similar economic characteristics.
The Group‘s management assesses the performance of 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 of costs associated with the Group‘s head office function and
the depreciation of central assets. Revenue is measured in a manner consistent with that in the
income statement.
North
America
£m
Continental
Europe
£m
UK
£m
APAC &
EEME
£m
Non-
attributable
£m
Total
£m
2024
Revenue
813.9
1,207.4
892.5
519.4
–
3,433.2
Underlying operating
profit/(loss)
87.6
39.1
79.4
82.7
(42.2)
246.6
Non-underlying items
(note 6) (loss)/profit
(7.7)
(28.6)
(5.9)
(3.1)
4.6
(40.7)
Operating profit/(loss)
79.9
10.5
73.5
79.6
(37.6)
205.9
2023
Revenue
668.8
1,136.7
773.6
430.6
–
3,009.7
Underlying operating
profit/(loss)
68.2
51.9
66.1
71.0
(52.4)
204.8
Non-underlying items
(note 6) (loss)/profit
(1.2)
(19.3)
(11.5)
1.2
(7.2)
(38.0)
Operating profit/(loss)
67.0
32.6
54.6
72.2
(59.6)
166.8
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
2024
£m
2023
£m
Air
2,416.5
2,101.6
Rail
861.2
751.8
Other¹
155.5
156.3
3,433.2
3,009.7
1
The majority of Other turnover relates to revenue from motorway units.
The following amounts are included in underlying operating profit:
North
America
£m
Continental
Europe
£m
UK
£m
APAC &
EEME
£m
Non-
attributable
£m
Total
£m
2024
Depreciation and
amortisation
(87.7)
(174.1)
(54.9)
(48.8)
(7.9)
(373.4)
Impairment of goodwill
–
(9.0)
–
(0.6)
–
(9.6)
Impairment of fixed assets
(1.7)
(14.9)
(5.1)
(1.7)
–
(23.4)
2023
Depreciation and
amortisation
(73.4)
(136.7)
(47.4)
(44.8)
(8.5)
(310.8)
Impairment of goodwill
–
–
(12.5)
–
–
(12.5)
Impairment of fixed assets
–
(5.3)
1.0
(1.3)
–
(5.6)
A reconciliation of underlying operating profit to loss before and after tax is provided as follows:
2024
£m
2023
£m
Underlying operating profit
246.6
204.8
Non-underlying operating loss (note 6)
(40.7)
(38.0)
Share of profit from associates
5.4
0.5
Finance income
19.1
17.0
Finance expense
(114.1)
(103.6)
Non-underlying finance income (note 6)
2.3
7.4
Profit before tax
118.6
88.1
Taxation
(33.1)
(32.0)
Profit after tax
85.5
56.1
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.
Notes to consolidated financial statements continued
Corporate governance
Financial statements
Strategic report
Overview
182 SSP Group plc Annual Report 2024
4. Earnings per share
Basic earnings 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 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.
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 in the below table.
2024
£m
2023
£m
Profit attributable to ordinary shareholders
27.4
8.1
Adjustments:
Non-underlying operating loss/(profit) (note 6)
40.7
38.0
Non-underlying share of loss of associate
–
6.7
Non-underlying finance income (note 6)
(2.3)
(7.4)
Tax effect of adjustments
(0.3)
2.9
Non-underlying loss attributable to non-controlling interest
(0.6)
1.3
Underlying profit attributable to ordinary shareholders
64.9
49.6
Basic weighted average number of shares
797,868,792
796,439,158
Dilutive potential ordinary shares
6,638,020
9,533,231
Diluted weighted average number of shares
804,506,812
805,972,389
Earnings per share (pence):
– Basic
3.4
1.0
– Diluted
3.4
1.0
Underlying earnings per share (pence):
– Basic
8.1
6.2
– Diluted
8.1
6.2
The number of ordinary shares in issue as at 30 September 2024 was 798,495,196 which excludes
treasury shares (30 September 2023: 796,529,196). The Company also holds 263,499 treasury shares
(2023: 263,499).
Potential ordinary shares can only be treated as dilutive when their conversion to ordinary shares would
decrease earnings per share or increase loss per share.
5. Operating costs
2024
£m
2023
£m
Cost of food and materials:
Cost of inventories consumed in the period
(937.0)
(836.6)
Labour cost:
Employee remuneration
(1,030.1)
(918.4)
Overheads:
Depreciation of property, plant and equipment¹
(128.7)
(106.6)
Depreciation of right-of-use assets
(236.1)
(194.5)
Amortisation of intangible assets
(8.6)
(9.7)
Non-underlying overheads (see note 6)
(40.7)
(38.0)
Derecognition of leases under IFRS 16
2.3
5.2
Rentals payable under leases
(463.8)
(396.8)
Other overheads
(384.6)
(347.5)
(3,227.3)
(2,842.9)
1
Capped to the life of the related unit lease where relevant.
£12.0m of employee remuneration was capitalised in the year as intangible assets. The Group’s rentals
payable consist of fixed and variable elements depending on the nature of the contract and the levels of
revenue earned from the respective sites. £452.0m (2023: £386.0m) of the expense relates to variable
elements, and the remaining £11.8m (2023: £10.8m) is rent from short-term leases. These payments are
not capitalised under IFRS 16.
Non-underlying items within operating costs are detailed in note 6.
Auditor‘s remuneration:
2024
£m
2023
£m
Audit of these financial statements
1.4
0.8
Audit of financial statements of subsidiaries pursuant to legislation
1.8
1.8
Audit-related services
0.2
0.1
Other assurance services
0.1
0.1
3.5
2.8
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 to be disclosed on a consolidated basis.
Notes to consolidated financial statements continued
Corporate governance
Financial statements
Strategic report
Overview
183 SSP Group plc Annual Report 2024
6. Non-underlying items
Total
non-underlying
items
2024
£m
Total
non-underlying
items
2023
£m
Operating costs
Impairment of goodwill
(9.6)
(12.5)
Impairment of property, plant and equipment
(17.1)
(2.4)
Impairment of right-of-use assets
(6.3)
(3.2)
Transaction costs
(10.8)
(2.2)
Site exit costs
(1.2)
(8.6)
Restructuring costs
(6.7)
–
Litigation settlement
8.5
(4.7)
Gain on lease derecognition
8.9
2.7
Other non-underlying costs
(6.4)
(7.1)
Total non-underlying operating (loss)/profit
(40.7)
(38.0)
Share of profit from associates
Impairment of associate
–
(6.7)
Finance expenses
Effective interest rate adjustments
2.8
5.1
Net (losses)/gains on refinancing
(0.5)
2.3
Non-underlying finance income
2.3
7.4
Taxation
Tax credit/(charge) on non-underlying items
0.3
(2.9)
Total non-underlying items
(38.1)
(40.2)
Impairment of goodwill
The Group tests annually for impairment, or more frequently if there are indicators that goodwill might
be impaired. Following the test, a goodwill impairment of £9.6m was identified, comprising a £9.0 write
down in respect of the Swedish business and £0.6m in respect of China. Further information is provided
in note 12.
Impairment of property, plant and equipment and right-of-use assets
The Group has carried impairment reviews where indications of impairment have been identified.
These impairment reviews compared the value-in-use of individual sites, based on management’s
current assumptions regarding future trading performance to the carrying values of the associated
assets. Following this review, a charge of £17.1m has been recognised for property, plant and equipment
and a net impairment of right-of-use assets of £6.3m. Further detail is provided in note 11.
Transaction cost
The Group incurred transaction costs amounting to £10.8m during the year covering the various
acquisitions and other transactions completed and evaluated during the period (£2.2m).
Site exit costs
The Group has recognised a charge of £1.2m relating to site exits in Ireland and Brazil.
Other non-underlying costs
In the current year these items, primarily relating to integration costs, amounted to £6.4m (2023: £7.1m).
Litigation settlement
As a result of the successful resolution of a legal matter we have recognised £6.5m in repaid legal fees
in the year, as well as the release of a provision of £2.0m relating to the case.
Gain on lease derecognition
The Group has recognised a credit relating to the renegotiation of a concession contract in the APAC
and EEME region, such that the contract now falls outside the scope of IFRS 16. This has resulted in the
derecognition of both the right of use asset and the lease liability, with the net impact on the income
statement being a £8.9m credit (2023: £2.7m).
Finance expenses
In prior years the Group’s refinancing of its USPP debt was judged to be a non-substantial modification
under IFRS 9. As a result a one-off gain was recognised which is being unwound over the remaining life,
resulting in £2.8m credit for the year.
Further details are provided in note 19.
Notes to consolidated financial statements continued
Corporate governance
Financial statements
Strategic report
Overview
184 SSP Group plc Annual Report 2024
7. Staff numbers and costs
The average number of persons employed by the Group (including Directors) during the year, analysed
by category, was as follows:
2024
Number of
employees
2023
Number of
employees
Operations
38,052
33,822
Sales and marketing
546
420
Administration
3,075
2,701
41,673
36,943
The increase in the average number of employees year-on-year results from the acquisitions in the prior
and current years, continued organic growth and entry into new markets.
The aggregate payroll costs of the Group were as follows:
2024
£m
2023
£m
Wages and salaries
(878.5)
(789.9)
Social security costs
(124.1)
(105.4)
Other pension costs
(21.5)
(17.0)
Share-based payments
(6.0)
(6.1)
(1,030.1)
(918.4)
The difference between the share-based payment entry in the statement of changes in equity relates
to changes in the associated tax accruals.
The Group capitalised £12m of payroll costs in the year.
8. Finance income and expense
2024
£m
2023
£m
Finance income:
Interest income
12.5
11.5
Other net foreign exchange gains
6.6
5.0
Other
–
0.5
Total finance income
19.1
17.0
Finance expense:
Total interest expense on financial liabilities measured at amortised cost
(52.2)
(49.8)
Lease interest expense
(62.1)
(53.1)
Debt refinancing (loss)/gain
(0.5)
2.3
Effective interest rate adjustments
2.8
5.1
Net change in fair value of cash flow hedges utilised in the year
1.4
–
Unwind of discount on provisions
(0.7)
(0.9)
Net interest (expense)/gain on defined benefit pension obligations
(0.5)
0.2
Total finance expense
(111.8)
(96.2)
Non-underlying items within finance income and expense are detailed in note 6.
Notes to consolidated financial statements continued
Corporate governance
Financial statements
Strategic report
Overview
185 SSP Group plc Annual Report 2024
9. Taxation
2024
£m
2023
£m
Current tax (expense)/credit:
Current year
(20.4)
(22.0)
Adjustments for prior years
(2.0)
(1.1)
(22.4)
(23.1)
Deferred tax (expense)/credit:
Origination and reversal of temporary differences
(21.5)
(16.3)
Recognition of deferred tax assets not previously recognised,
net of amounts derecognised
9.7
5.9
Adjustments for prior years
1.1
1.5
(10.7)
(8.9)
Total tax expense
(33.1)
(32.0)
Effective tax rate
27.9%
36.3%
Reconciliation of effective tax rate
The tax expense for the year is different to the standard rate of corporation tax in the UK of 25.0%
(2023: 22.0%) applied to the profit before tax for the year. The differences are explained below:
2024
£m
2023
£m
Profit before tax
118.6
88.1
Tax charge using the UK corporation tax rate of 25% (2023: 22.0%)
(29.6)
(19.4)
Losses on which no deferred tax was recognised
(7.7)
(9.1)
Impact of non-underlying costs on which no deferred tax was recognised
(6.3)
(3.9)
Secondary and irrecoverable taxes
(3.4)
(4.2)
Non-deductible goodwill impairment
(2.3)
(2.8)
Temporary differences on which no deferred tax was recognised
(1.5)
(1.2)
Adjustments for prior years
(0.9)
0.4
Change in tax rates
(0.1)
(3.2)
Non-taxable items
0.7
(1.4)
Effect of tax rates in foreign jurisdictions
2.4
1.6
Tax impact of share of profits of non-wholly owned subsidiaries¹
5.9
5.3
Recognition of deferred tax assets not previously recognised,
net of amounts derecognised
9.7
5.9
Total tax expense
(33.1)
(32.0)
1
This relates to the fact that certain subsidiaries in the US are not wholly-owned and whose profits or losses are taxed at the level of the
subsidiaries’ shareholders. Therefore, the Group is not subject to tax on the profits or losses attributable to its non-controlling interests.
The Group‘s tax rate is sensitive to the geographic mix of profits and losses and reflects a combination
of higher rates in certain jurisdictions, as well as the impact of losses in some countries for which no
deferred tax asset is recognised.
The tax charge in the year has benefitted from a net deferred tax credit of £9.7m (2023: £5.9m).
This results from the recognition of part of the significant historic deferred tax assets in relation to the
Group’s US operations which have not previously been recognised (see note 15 for further detail), partially
offset by deferred tax assets derecognised in Belgium, Canada and Finland where the use of these losses
is no longer considered probable in the near future. In the prior year, the net amount was driven by small
deferred tax assets both recognised and derecognised in a number of countries.
Factors that may affect future tax charges
The Group expects the tax rate in the future to continue to be affected by the geographical mix of profits
and the different tax rates that will apply to those profits, as well as the Group’s ability to recognise
deferred tax assets on losses in certain jurisdictions.
In June 2023, the UK substantively enacted the OECD’s BEPS Pillar Two legislation, introducing a global
minimum tax rate of 15%, effective for the Group’s financial year beginning 1 October 2024.
The Group has carried out a Pillar Two impact assessment on the most recent financial information
available for the constituent entities within the Group. Based on the assessment, the Pillar Two effective
tax rates in most of the jurisdictions in which the Group operates are above 15%. However, there are a
very limited number of jurisdictions where the transitional safe harbour relief is unlikely to apply, and the
Pillar Two effective tax rate is expected to be below 15%. The Group continues to monitor and evaluate
the domestic implementation of the Pillar Two rules in the jurisdictions in which it operates but does not
expect a material exposure based on legislation that is currently enacted or substantively enacted.
10. Dividends
The following dividends were paid in the year per qualifying ordinary share:
Payment date
2024
£m
2023
£m
2.5p final dividend for 2023 (final dividend for 2022: nil)
29 February 2024
19.9
–
1.2p interim dividend for 2024 (interim dividend for 2023: nil)
31 May 2024
9.6
–
After the balance sheet date a final dividend of 2.3 p per share per qualifying ordinary share (£18.4m)
was proposed by the directors. The dividends have not been provided for.
Notes to consolidated financial statements continued
Corporate governance
Financial statements
Strategic report
Overview
186 SSP Group plc Annual Report 2024
11. Property, plant and equipment
Land, buildings
and leasehold
improvements
£m
Equipment,
fixtures and
fittings
£m
Total
£m
Cost
At 1 October 2022
379.2
1,001.3
1,380.5
Additions
37.9
182.0
219.9
Acquisitions
21.5
4.4
25.9
Disposals
(7.8)
(111.8)
(119.6)
Reclassifications¹
11.6
(11.6)
–
Effects of movements in foreign exchange
(28.6)
(40.6)
(69.2)
Other movements²
–
7.4
7.4
At 30 September 2023
413.8
1,031.1
1,444.9
Additions
62.4
208.7
271.1
Acquisitions³
–
25.6
25.6
Disposals
(10.4)
(49.4)
(59.8)
Reclassifications¹
10.5
(10.5)
–
Effects of movements in foreign exchange
(37.1)
(61.3)
(98.4)
Other movements²
(0.7)
10.6
9.9
At 30 September 2024
438.5
1,154.8
1,593.3
Depreciation
At 1 October 2022
(247.6)
(663.6)
(911.2)
Charge for the year
(32.9)
(73.7)
(106.6)
Impairments
–
(2.4)
(2.4)
Disposals
8.2
111.2
119.4
Effects of movement in foreign exchange
19.4
23.4
42.8
At 30 September 2023
(252.9)
(605.1)
(858.0)
Charge for the year
(41.1)
(87.6)
(128.7)
Impairments
(2.7)
(14.4)
(17.1)
Disposals
9.4
47.7
57.1
Effects of movement in foreign exchange
21.0
28.4
49.4
Other movements²
0.7
0.1
0.8
At 30 September 2024
(265.6)
(630.9)
(896.5)
Net book value
At 30 September 2024
172.9
523.9
696.8
At 30 September 2023
160.9
426
586.9
1
Reclassifications arise from costs capitalised as work in progress assets that are initially allocated to equipment, fixtures and fittings
and subsequently on completion of the assets are reallocated to the correct classification.
2 Included in other movements is £11.5m (2023: £7.4m) in respect of increases to the restoration costs provision (see note 23).
3 The amount includes £22.8m in relation to the five significant acquisitions disclosed in note 31 and £2.8m in relation to other acquisitions.
Impairment of property, plant and equipment and right-of-use assets
The Group tests assets for impairment when an impairment trigger is identified. The Group’s property,
plant and equipment is relatively short lived in nature and consequently management have not identified
impairment triggers relating to climate risks. The assessments triggered by specific factors in each
country were undertaken at year end and as a result the cumulative net impairment charges of £17.1m
(2023: £2.4m) to property, plant and equipment and net £6.3m (2023: £3.2m) to right-of-use assets
were recorded during the year. The impairments primarily relate to units which the Group has made
the decision to exit.
The Group has identified each operating site, such as an airport or rail station, as a cash-generating
unit (CGU) for the purpose of the impairment review, on the basis that within one site the units are
interdependent because the market dynamics (and thus cash inflows and outflows) in one unit could
impact other units.
The recoverable amount of a CGU is determined from value-in-use calculations. The key assumptions
for these calculations are discount rates and cash flow forecasts. The cash flow forecast period is
based on length of the remaining lease term of contracts held within a site. The values applied to the
key assumptions in the value-in-use calculations are derived from a combination of internal and external
factors, based on past experience together with management‘s future expectations about business
performance. The pre-tax discount rates used reflect the time value of money and are based on the
Group‘s weighted average cost of capital, adjusted for specific risks relating to the country in which
the CGU operates. Inputs into the discount rate calculation include a country risk-free rate and inflation
differential to the UK, country risk premium, market risk premium and company specific premium.
Notes to consolidated financial statements continued
Corporate governance
Financial statements
Strategic report
Overview
187 SSP Group plc Annual Report 2024
12. Goodwill and intangible assets
Goodwill
£m
Indefinite life
intangible
assets
£m
Definite life
intangible
assets
£m
Software
£m
Total
£m
Cost
At 30 September 2022
658.4
58.0
68.8
126.5
911.7
Additions
–
–
–
22.6
22.6
Business acquisitions
2.6
–
–
–
2.6
Disposals
–
–
–
(12.2)
(12.2)
Effects of movement in foreign exchange
(26.5)
–
(0.4)
1.7
(25.2)
At 30 September 2023
634.5
58.0
68.4
138.6
899.5
Additions
–
–
–
36.9
36.9
Business acquisitions¹
80.5
–
0.8
–
81.3
Disposals
–
–
–
(0.4)
(0.4)
Effect of movements in foreign exchange
(27.2)
–
(0.5)
(3.4)
(31.1)
Other movements²
–
–
–
2.0
2.0
At 30 September 2024
687.8
58.0
68.7
173.7
988.2
Amortisation
At 30 September 2022
(60.4)
–
(64.6)
(85.0)
(210.0)
Charge for the year
–
–
(0.9)
(8.8)
(9.7)
Impairments
(12.5)
–
–
–
(12.5)
Disposals
–
–
–
11.4
11.4
Effect of movements in foreign exchange
0.5
–
0.2
1.7
2.4
At 30 September 2023
(72.4)
–
(65.3)
(80.7)
(218.4)
Charge for the year
–
–
(0.7)
(7.9)
(8.6)
Impairments
(9.6)
–
–
–
(9.6)
Disposals
–
–
–
0.4
0.4
Effect of movements in foreign exchange
0.9
–
0.2
2.6
3.7
At 30 September 2024
(81.1)
–
(65.8)
(85.6)
(232.5)
Net book value
At 30 September 2024
606.7
58.0
2.9
88.1
755.7
At 30 September 2023
562.1
58.0
3.1
57.9
681.1
1
The amount of goodwill from business acquisitions during the year includes goodwill of £79.9m in relation to the five significant acquisitions
disclosed in note 31 and £0.6m in relation to other acquisitions.
2 The amount includes £2.0m in relation to reclassification from property, plant and equipment.
Indefinite life intangibles comprises of SSP’s brands, which are protected by trademarks and for which
there is no foreseeable limit to the period over which they are expected to generate net cash inflows.
These are considered to have an indefinite life, given the strength and durability of these brands and the
level of marketing support provided. The nature of the food and beverage industry is that obsolescence
is not a common issue, with our major brands being originally created over 20 years ago.
Software additions include capitalised payroll costs of £12.0m (2023: £7.7m).
Goodwill and indefinite life intangible assets are allocated to groups of cash-generating units (CGUs).
Details of goodwill and indefinite life intangible assets allocated to groups of CGUs are provided in the
table below:
Goodwill
Indefinite life
intangible assets
2024
£m
2023
£m
2024
£m
2023
£m
UK & Ireland
104.9
104.9
55.5
55.5
Rail Gourmet UK
13.1
13.1
–
–
North America
32.6
17.7
–
–
France
59.4
61.9
2.5
2.5
Belgium
8.3
8.8
–
–
Spain
44.2
46.1
–
–
Germany
30.9
32.2
–
–
Switzerland
26.6
26.9
–
–
Finland
20.3
21.2
–
–
Norway
64.5
69.8
–
–
Sweden
34.6
44.5
–
–
Denmark
23.3
24.3
–
–
Greece
4.6
4.7
–
–
Egypt
4.7
8.0
–
–
Hungary
0.9
1.0
–
–
Australia
71.5
9.7
–
–
Hong Kong
26.6
28.9
–
–
China
–
0.6
–
–
Thailand
11.3
11.0
–
–
India
24.4
26.8
–
–
606.7
562.1
58.0
58.0
The Group tests annually for impairment, or more frequently if there are indicators that goodwill might
be impaired. Following the test, the goodwill impairment of £9.0m (2023: £nil) was identified in relation to
Sweden following the renewal of a number of contracts in the air channel on higher rents. The recoverable
amount of £41.3m as at 30 September 2024 was based on value-in-use and was determined at the level
of the CGU. The pre-tax discount rate applied to cash flow projections is 12.1% (2023: 14.0%).
Management have included considerations relating to climate risk in the cashflows underpinning
the value-in-use model.
Notes to consolidated financial statements continued
Corporate governance
Financial statements
Strategic report
Overview
188 SSP Group plc Annual Report 2024
12. Goodwill and intangible assets continued
In the prior year following the test, the goodwill impairment of £12.5m was identified in relation
to Rail Gourmet UK within the UK segment due to a contract loss. The recoverable amount of £13.1m
as at 30 September 2023 was based on value-in-use and was determined at the level of the CGU.
The pre-tax discount rate applied to cash flow projections was 13.1%
The recoverable amounts of a group of CGUs (i.e. a country) have been determined based on value-in-use
calculations. These calculations require the use of estimates and assumptions over a forecast period
consistent with the most up-to-date budgets (the Group‘s Medium Term Plan) and plans that have been
formally approved by the Board.
The key assumptions for these calculations are shown below:
2024
2023
Terminal
growth rate
Discount
rate
Terminal
growth rate
Discount
rate
North America
2.0%
14.3%
2.7%
11.7%
Continental Europe
0.7-2.1%
12.1-15.7%
2.1-2.3%
11.3-15.6%
UK & Ireland
2.0%
13.0%
2.1%
13.1%
Rest of the World
2.0-6.5% 12.7-37.5%
2.0-6.0%
11.5-33.9%
The values applied to the key assumptions in the value-in-use calculations are derived from a
combination of internal and external factors, based on past experience together with management‘s
future expectations about business performance. The terminal growth rates are based on published
economic statistical research for 2029. The discount rates (pre-tax) reflect the time value of money
and are based on the Group‘s weighted average cost of capital, adjusted for specific risks relating to the
country which represents a group of CGUs. Inputs into the discount rate calculation include a country
risk-free rate and inflation differential to the UK, country risk premium, market risk premium and
company specific premium.
Sensitivity analysis
Whilst management believes the assumptions are realistic, it is possible that additional impairments
would be identified if any of the above sensitivities were changed significantly. A sensitivity analysis has
been performed on each of these key assumptions with the other variables held constant. An increase
in the discount rate by 1% would result in additional impairments of £5.0m in Sweden and £0.6m in Hong
Kong; a reduction in the terminal growth rate by 1% would result in additional impairments of £3.9m in
Sweden. The reduction in EBITDA on a pre-IFRS 16 basis of 10% in each forecast year would result in
additional impairments of £5.5m in Sweden, £0.7m in Hong Kong and £0.6m Finland.
13. Right-of-use assets
Concessions
contracts
£m
Land,
buildings and
leasehold
improvements
£m
Equipment,
fixtures
and fittings
£m
Total
£m
At 1 October 2022
709.4
26.7
0.2
736.3
Additions
403.5
4.1
2.8
410.4
Acquisition
34.5
–
–
34.5
Depreciation charge in the period
(185.2)
(7.7)
(1.6)
(194.5)
Remeasurement adjustments
(19.3)
1.8
–
(17.5)
Impairments
(3.2)
–
–
(3.2)
Currency translation
(33.1)
(1.4)
–
(34.5)
At 30 September 2023
906.6
23.5
1.4
931.5
Additions
279.4
5.1
0.3
284.8
Acquisition
110.5
–
–
110.5
Depreciation charge in the period
(228.5)
(6.8)
(0.8)
(236.1)
Remeasurement adjustments
(3.7)
1.7
–
(2.0)
Impairments
(6.1)
(0.2)
–
(6.3)
Currency translation
(49.0)
(1.4)
–
(50.4)
At 30 September 2024
1,009.2
21.9
0.9
1,032.0
Impairment of right-of-use assets and sensitivity analysis
Details of the impairment methodology and sensitivity analysis for right-of-use assets are provided
in note 11.
Notes to consolidated financial statements continued
Corporate governance
Financial statements
Strategic report
Overview
189 SSP Group plc Annual Report 2024
14. Investments in associates
The Group uses the equity accounting method to account for its associates, the carrying value of which
was £21.5m as at 30 September 2024 (2023: £16.2m). The following table summarises the movement
in investments in associates during the year:
2024
£m
2023
£m
At the beginning of the year
16.2
17.0
Additions
11.2
8.0
Share of profits for the year
5.4
7.2
Dividends received
(9.6)
(7.3)
Currency adjustment
(1.5)
(1.7)
Impairment
–
(6.7)
Other¹
(0.2)
(0.3)
At the end of the year
21.5
16.2
1
The carrying amount of Cyprus Airports (F&B) Limited (49.98%) as at 30 September 2024 is £nil (2023: £nil) due to historically unrecognised
accumulated losses. In 2024, Cyprus Airports (F&B) Limited generated profits exceeding the accumulated losses brought forward and the Group
recognised its share amounting to £3.2m. Cyprus Airports (F&B) Limited also paid out dividends in the amount of £3.6m.
In August 2023, the Group invested £7.7m in its French associate undertaking, Epigo SAS (‘Epigo’).
However, as at the date of this investment there were unrecognised losses from Epigo SAS, and
therefore the impairment of £6.7m was recorded as at 30 September 2023.
In October 2023, the Group acquired a non-controlling 50% interest in Extime Food & Beverage Paris
SAS (‘Extime’) for the consideration of £10.5m with a controlling interest held by Aeroports de Paris.
In September 2024 Extime and Epigo were legally merged.
During 2024 the Group also invested £0.7m in GMR Hospitality Limited (India).
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. Details of the Group‘s interests in associates are shown in note 42.
15. Deferred tax assets and liabilities
Recognised deferred tax assets and liabilities
Deferred tax assets and liabilities are attributable to the following:
Assets
Liabilities
2024
£m
2023
£m
2024
£m
2023
£m
Intangible assets
0.4
0.8
(13.4)
(12.8)
Property, plant and equipment
1.6
9.7
(13.1)
–
Provisions
4.8
6.1
–
–
Tax losses carried forward
59.8
44.6
–
–
Surplus interest expense carried forward
12.5
17.0
–
–
Pensions
–
0.5
(0.8)
(1.2)
ROU assets and lease liabilities
12.7
11.4
(16.4)
(1.5)
Other
5.8
5.1
(9.4)
(8.5)
Deferred tax assets/(liabilities)
97.6
95.2
(53.1)
(24.0)
Set–off
(13.4)
(4.2)
13.4
4.2
Deferred tax assets/(liabilities)
84.2
91.0
(39.7)
(19.8)
Movement in net deferred tax during the year:
30 September
2023
£m
Recognised
in acquisitions
£m
Recognised
in income
statement
£m
Recognised
in reserves
£m
Currency
adjustment
£m
30 September
2024
£m
Intangible assets
(12.0)
–
(1.0)
–
–
(13.0)
Property, plant
and equipment
9.7
–
(21.8)
–
0.5
(11.6)
Provisions
6.1
–
(1.1)
0.1
(0.3)
4.8
Tax losses carried forward
44.6
–
15.5
0.5
(0.8)
59.8
Surplus interest expense
carried forward
17.0
–
(4.5)
–
–
12.5
Pensions
(0.7)
–
–
0.1
(0.1)
(0.7)
ROU assets and
lease liabilities
9.9
(15.5)
2.5
–
(0.5)
(3.6)
Other
(3.4)
–
(0.3)
–
–
(3.7)
71.2
(15.5)
(10.7)
0.7
(1.2)
44.5
Notes to consolidated financial statements continued
Corporate governance
Financial statements
Strategic report
Overview
190 SSP Group plc Annual Report 2024
15. Deferred tax assets and liabilities continued
Deferred tax assets are reviewed at each reporting date, taking into account the future expected profit
profile and business model of each relevant company or country, evidence of historic taxable profits and
any potential legislative restrictions on use. In considering their recoverability, the Group assesses the
likelihood of their being recovered within a reasonably foreseeable timeframe, being typically a minimum
of five years, and using the Group’s medium-term plan, consistent with the basis used for the viability
assessment and for impairment testing.
During the period, additional deferred tax assets of £18.2m have been recognised in respect of part of
the US business’s significant accumulated tax losses and other timing differences following convincing
evidence from increases in taxable profits during the year and further growth forecast over the
medium-term, driven by strong net contract gains and the contributions made by recent acquisitions.
In assessing the appropriate amount of deferred tax asset to recognise, consideration was given to the
length of time remaining on existing contracts compared to the length of time it is expected it would
take for the US business to use all of its tax losses and other deductions.
The amount of the asset recognised represents the Group’s best estimate of probable taxable profits
arising over the average remaining length of contracts and carries with it a degree of uncertainty due
to the inherent challenges of calculating taxable profits beyond the normal planning cycle. Sensitivities
have been run on the average remaining contract length assumption, with a 1 year change being
considered a reasonable possible change for the purposes of sensitivity analysis. A one-year reduction
in the average remaining contract length would reduce the recognised deferred tax asset by £3.3m.
A one-year increase in the average remaining contract length would result in an increase in deferred
tax asset recognition of £3.6m.
As at the end of the period, a potential deferred tax asset of approximately £50m remains unrecognised.
This position, as well as the appropriateness of the recognition policy for deferred tax assets relating
to other countries, will continue to be reviewed at each balance sheet date.
Unrecognised deferred tax assets and liabilities
Unrecognised deferred tax assets and liabilities in these financial statements are attributable
to the following:
Gross value of
temporary differences
2024
£m
2023
£m
Tax losses
594.5
696.1
Provisions and other temporary differences
100.2
91.0
Property, plant and equipment
6.3
8.6
701.0
795.7
Deferred tax assets on the above have not been recognised either because of uncertainty over the future
ability of the relevant companies to generate taxable profits against which to offset them, 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 in ownership rules. Of the total unrecognised tax losses
£6.2m (2023: £52.1m) will expire at various dates between 2025 and 2029.
The largest proportion relates to carried forward losses in overseas territories, principally France and
Germany, where the use of those losses is not considered probable in the near future, and the US where
the use of losses is only considered probable within the average remaining life of the US lease contracts.
There are unremitted earnings in overseas subsidiaries of £46.1m (2023: £35.0m) which would be
subject to additional tax of £4.6m (2023: £3.5m) if the Group chooses to remit those profits back to
the UK. No deferred tax liability has been provided on these earnings because the Group is in a position
to control the reversal of the temporary differences and it is probable that such differences will not
reverse in the foreseeable future.
As stated at note 9. Taxation, the Group is continuing to evaluate the impact of the OECD’s BEPS Pillar
Two rules. The Group has applied the mandatory exception introduced by the amendment made to IAS 12
Income Taxes in May 2023 under which a company is required not to recognise or disclose information
about deferred tax assets and liabilities related to Pillar Two income taxes.
Notes to consolidated financial statements continued
Corporate governance
Financial statements
Strategic report
Overview
191
SSP Group plc Annual Report 2024
16. Inventories
2024
£m
2023
£m
Food and beverages
36.6
36.4
Other
8.9
6.0
45.5
42.4
17. Trade and other receivables
2024
£m
2023
£m
Trade receivables
31.0
45.0
Other receivables¹
183.4
146.8
Prepayments
38.4
33.5
Accrued income
19.6
14.5
272.4
239.8
Of which:
Non–current (other receivables)
105.7
81.2
Current
166.7
158.6
1
Other receivables include long-term security deposits of £57.8m (2023: £48.0m) relating to some of the Group’s concession agreements,
sales tax receivable of £19.6m (2023: £16.4m), purchasing income of £17.7m (2023: £15.1m) and £54.3m (2023: £20.8m) due from non-controlling
interest equity shareholders in certain of the Group’s US subsidiaries which relate to capital contributions owed in return for their equity stakes.
These contributions are used towards unit fixed asset buildouts and are received in accordance with the cash requirements of the subsidiary.
Capital contributions owed by the Group company which is the immediate parent of these subsidiaries are eliminated on consolidation.
The value of contract assets was not material at the reporting date.
18. Cash and cash equivalents
2024
£m
2023
£m
Cash at bank and in hand
157.1
247.6
Cash equivalents
97.7
55.7
254.8
303.3
19. Short-term and long-term borrowings
2024
£m
2023
£m
Current liabilities
Bank loans
(12.2)
(12.6)
(12.2)
(12.6)
Non–current liabilities
Bank loans
(314.1)
(334.4)
US Private Placement notes
(521.0)
(348.4)
(847.3)
(682.8)
US Private Placement (‘USPP’) Notes
As at 30 September 2024 and following the new issuance of €240m in April 2024 (£205.4m), the Group
had USPP Notes totalling £521.0m.
USPP notes are shown net of unamortised arrangement fees totalling £nil as at 30 September 2024
(2023: £0.2m).
In addition to the coupon detailed below, an additional credit rating fee of 0.50% continued to be applicable
until the Group regained its private investment grade rating in June 2024 (1.0% as at 30 September 2023).
The following notes were drawn as at 30 September 2024:
Drawn
Currency
Amount in
Coupon
Maturity
Oct 2018
USD
39,106,000
4.35%
Oct 2025
Oct 2018
GBP
21,000,000
2.85%
Oct 2025
Jul 2019
USD
64,652,400
4.06%
Jul 2026
Oct 2018
USD
38,986,800
4.50%
Oct 2028
Oct 2018
GBP
20,404,000
3.06%
Oct 2028
Oct 2018
USD
39,165,600
4.60%
Oct 2030
Jul 2019
EUR
56,741,800
2.11%
Jul 2031
Dec 2019
USD
65,129,200
4.25%
Dec 2027
Dec 2019
USD
64,652,400
4.35%
Dec 2029
Apr 2024
EUR
240,000,000
4.89%
Apr 2029
Notes to consolidated financial statements continued
Corporate governance
Financial statements
Strategic report
Overview
192 SSP Group plc Annual Report 2024
19. Short-term and long-term borrowings continued
Bank loans held through the Group’s UK subsidiary SSP Financing Limited
As at 30 September 2024, the Group had Term Loan borrowings of £296.2m which mature on 12 July 2027
and accrue cash-pay interest at the relevant benchmark rate plus a margin. For the GBP portion, the margin
was 2.50% from 1 October 2023 up to 20 December 2023, then it reduced to 2.00% up to 3 June 2024,
finally rising to 2.25%. For the EUR portion, the margin stayed at 2.50% up until 3 June 2024 when it
reduced to 2.25%, back in line with the GBP margin.
As at 30 September 2024, the Group’s £300m Revolving Credit Facility (‘RCF’) remained undrawn.
The Group exercised its 1-year optional extension, as agreed by the parties, on its RCF, which is now
maturing on 12 July 2028. When drawn, this facility accrues cash-pay interest at the relevant benchmark
rate plus a margin, which was 2.00% per annum as at 30 September 2024. A commitment and utilisation
fee also applies to this facility.
Under its facilities agreements, the Group must comply with two key financial covenants on an
ongoing basis: Net Debt Cover less than 3.25:1, being the ratio of Net Debt to EBITDA; and Interest Cover
more than 4:1, being the ratio of EBITDA to Interest Expense, EBITDA being on an adjusted underlying
pre-IFRS 16 basis. These covenants are tested biannually.
Bank loans held through subsidiaries in France and India
A number of the Group’s subsidiaries in France and India have local facilities. These are summarised
as follows:
France
As at 30 September 2024, a number of subsidiaries in France had total outstanding borrowings of
EUR26.5m (£22.0m) (2023: EUR 40.2m or £34.8m). A portion of this debt (EUR9.5m) has interest of
2.14% per annum and is subject to monthly repayments, with final maturity in March 2026. The remaining
portion (EUR17.0m) has interest at 2.18% per annum and is repaid quarterly, with final maturity in
December 2027.
India
As at 30 September 2024, the Group’s Indian subsidiaries had borrowings of £0.8m (2023: £1.6m).
20. Trade and other payables
2024
£m
2023
£m
Trade payables
(139.2)
(116.5)
Other payables¹
(196.6)
(194.3)
Other taxation and social security
(29.5)
(30.0)
Accruals²
(350.8)
(398.2)
Deferred income
(2.4)
(3.4)
(718.5)
(742.4)
1
Including non-current payables amounting to £ 1.5m (2023: £1.3m).
2 Accruals mainly relate to rent and capital expenditure.
Other payables include capital creditors of £14.7m (2023: £11.8m), accrued holiday pay of £ 29.8m
(2023: £29.2m), employee related costs of £93.2m (2023: £94.8m) and sales tax of £39.8m
(2023: £28.6m).
The value of contract liabilities was not material at the reporting date.
21. Lease liabilities
2024
£m
2023
£m
Beginning of the year
(1,028.7)
(854.6)
Additions
(284.8)
(410.7)
Acquisitions
(47.7)
(23.3)
Interest charge in the year
(62.1)
(53.1)
Payment of lease liabilities
280.7
250.6
Remeasurement adjustments
10.7
26.4
Currency translation
42.8
36.0
At 30 September
(1,089.1)
(1,028.7)
Of which are:
Current lease liabilities
(298.7)
(252.3)
Non–current lease liabilities
(790.4)
(776.4)
At 30 September
(1,089.1)
(1,028.7)
Notes to consolidated financial statements continued
Corporate governance
Financial statements
Strategic report
Overview
193 SSP Group plc Annual Report 2024
21. Lease liabilities continued
There have been no deferred fixed rent payments in the current year (2023: £nil).
Other information relating to leases
Note 28 presents a maturity analysis of the undiscounted payments due over the remaining lease term
for these liabilities.
The total cash outflow for leases in the year was £735.8m (2023: £645.3m), with £280.7m
(2023: £250.6m) being the payment of lease liabilities. The remaining rent payments are not capitalised
under IFRS 16, with £11.8m (2023: £10.8m) relating to short-term leases and £452.0m (2023: £386.0m)
to variable leases. There was an immaterial cash outflow for low-value leases.
The Group received an immaterial amount of income from subleasing right-of-use assets during the year.
The following table summarises the impact that a reasonable possible change in incremental borrowing
rate (‘IBR’) would have had on the lease liability additions and modifications recognised during the year:
Increase/(decrease) in
lease liability recognised
£m
Increase in IBR of 1%
(24.5)
Decrease in IBR of 1%
22.5
22. 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 £21.4m (2023: £16.6m) 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 operates a combination of funded and unfunded defined benefit schemes across Europe,
the respective net plan liabilities of which are presented below:
2024
£m
2023
£m
Funded schemes (see (a) below)
1.2
0.5
Unfunded schemes (see (b) below)
(10.0)
(9.7)
(8.8)
(9.2)
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 £1.3m in contributions to its defined benefit plans in 2025. As at 30 September
2024, the weighted average duration of the defined benefit obligation was 12 years (2023: 14.4 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 participates in
the Railways Pension Scheme (RPS) via the Rail Gourmet UK Limited Shared Cost Section (RG section),
which is a final salary scheme and provides benefits linked to salary at retirement or earlier date of
leaving service. The RG section covers some permanent managerial, administrative and operational
staff of Rail Gourmet UK Limited and is closed to new entrants.
In June 2023, the High Court handed down a decision in the case of Virgin Media Limited v NTL Pension
Trustees II Limited and others relating to the validity of certain historical pension changes due to the lack
of actuarial confirmation required by law. In July 2024, the Court of Appeal dismissed the appeal brought
by Virgin Media Limited against aspects of June 2023 decision. The conclusions reached by the court in
this case may have implications for other UK defined benefit plans. The Company and pension trustees
are currently considering the implications of the case for the Rail Gourmet UK Limited Shared Cost
Section. The defined benefit obligation has been calculated on the basis of the pension benefits currently
being administrated, and at this stage the directors do not consider it necessary to make any
adjustments as a result of the Virgin Media case.
The RG section was subject to its last full actuarial valuation by a qualified actuary as at 31 December
2022. These results have been used by a qualified independent actuary in the valuation of the scheme
as at 30 September 2024 for the purposes of IAS 19 ‘Employee Benefits’.
The actuarial valuation as at 31 December 2022 and a revised Schedule of Contributions has been agreed
between the Trustees and the Company.
The results of the triennial funding valuation of the RG section, as at 31 December 2022, showed a
funding level of 102.40%. The reduction in the funding level, compared to the 2019 valuation, was due
to some de-risking of the investment strategy by the Trustees.
Following the finalisation of the 31 December 2022 valuation the agreed contribution rates were
as follows:
From 1 January 2023 to 31 December 2023 – Employee contribution rates were 12.2% and with effect
from 1 January 2024 would reduce to 11.16%.
From 1 January 2023 to 31 December 2023 – Employer contribution rates were 22.10% and with effect
from 1 January 2024 would reduce to 16.74%.
The contribution rates are applied to the greater of Section Pay and 50% of total Pensionable Pay
and any Pensionable Restructuring Premium.
Notes to consolidated financial statements continued
Corporate governance
Financial statements
Strategic report
Overview
194 SSP Group plc Annual Report 2024
22. Post-employment benefit obligations continued
Major assumptions used in the valuation of the funded schemes on a weighted average basis are set
out below:
2024
2023
Discount rate applied to scheme liabilities
4.8%
5.2%
Rate of increase in salaries
3.4%
3.6%
Rate of increase in pensions in payment
2.6%
2.7%
Inflation assumption
3.2%
3.3%
At the balance sheet date, scheme members were assumed to have the following life expectancies at age 65:
2024
2023
Male pensioner now aged 65
20.8
20.9
Female pensioner now aged 65
22.8
22.9
Male pensioner now aged 40
23.5
23.5
Female pensioner now aged 40
26.8
26.8
Sensitivity analysis
Changes at the reporting date to one of the relevant actuarial assumptions by 1.0%, holding other
assumptions constant, would have affected the defined benefit obligation by the amounts shown below:
As at 30 September 2024
Defined benefit obligation
Increase
£m
Decrease
£m
Discount rate applied to scheme liabilities
3.3
(4.0)
Rate of increase in salaries
(1.1)
1.0
Rate of increase in pensions in payment
(0.5)
0.5
Inflation assumption
(1.3)
1.6
Mortality rates (change of 1 year)
(0.8)
0.8
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:
2024
2023
Equities, of which:
19.1%
25.9%
– actively traded
14.6%
15.1%
Property and infrastructure
22.4%
23.7%
Fixed interest investments
54.3%
49.3%
Cash
4.2%
1.1%
Total assets related to:
– RG scheme
85.4%
84.9%
– Norway
14.6%
15.1%
Property investments are held at fair value, which has been determined by an independent valuer.
Fixed interest investments are valued using observable market data.
The fair value of the scheme assets and the present value of the scheme liabilities of the funded
schemes were:
2024
£m
2023
£m
Fair value of scheme assets
32.2
32.0
Present value of funded liabilities
(30.4)
(30.8)
Surplus
1.8
1.2
Withholding tax payable¹
(0.6)
(0.7)
Net pension asset
1.2
0.5
1
The Group has recognised a pension surplus for the RG scheme on an accounting basis. This surplus is presented net of a withholding
tax adjustment of £0.6m (2023: £0.7m) which represents the tax that would be withheld on the surplus amount.
The following amounts have been recognised in balance sheet for each scheme:
2024
£m
2023
£m
– RG scheme
Pension assets
26.9
26.4
Pension liabilities
(25.0)
(25.1)
Net defined benefit assets recognised in balance sheet¹
1.9
1.3
– Norway
Pension assets
4.7
4.8
Pension liabilities
(5.4)
(5.6)
Net defined benefit liabilities recognised in balance sheet
(0.7)
(0.8)
Total net defined benefit assets recognised in balance sheet
1.2
0.5
1
The balance is included within Other receivables as at 30 September 2024 and 30 September 2023.
2024
£m
2023
£m
Current service cost (reported in employee remuneration)
(0.2)
(0.2)
Net interest on pension scheme assets and liabilities
(reported in finance income and (expense))
(0.1)
0.4
Total amount (charged)/credited
(0.3)
0.2
Notes to consolidated financial statements continued
Corporate governance
Financial statements
Strategic report
Overview
195 SSP Group plc Annual Report 2024
22. Post-employment benefit obligations continued
Changes in the present value of the scheme liabilities are as follows:
2024
£m
2023
£m
Scheme liabilities at the beginning of the year
(30.8)
(31.4)
Current service cost
(0.2)
(0.2)
Past service cost
–
–
Employee contributions
–
–
Interest on pension scheme liabilities
(1.7)
(1.5)
Remeasurements:
– arising from changes in demographic assumptions
–
(0.7)
– arising from changes in financial assumptions
0.2
0.8
– arising from changes in experience adjustments
–
(0.1)
Benefits paid
1.6
1.6
Curtailment
–
0.3
Currency adjustment
0.5
0.4
Scheme liabilities at the end of the year
(30.4)
(30.8)
Changes in the fair value of the scheme assets are as follows:
2024
£m
2023
£m
Scheme assets at the beginning of the year
32.0
38.1
Interest income
1.6
1.9
Employer contributions
0.2
0.4
Employee contributions
–
–
Remeasurement:
– arising from changes in financial assumptions
0.7
(5.9)
– arising from changes in experience adjustments
–
(0.2)
Benefits paid
(1.6)
(1.6)
Curtailment
(0.2)
(0.3)
Currency adjustment
(0.5)
(0.4)
Scheme assets at the end of the year
32.2
32.0
The following amounts have been recognised directly in other comprehensive income:
2024
£m
2023
£m
Remeasurements
1.0
(4.1)
(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 and have been updated for the year ended 30 September 2024
by a qualified independent actuary.
There have been no changes to scheme contributions to preserve equity in the year.
The major assumptions (on a weighted average basis) used in these valuations were:
2024
2023
Rate of increase in salaries
2.3%
2.3%
Rate of increase in pensions in payment and deferred pensions
1.1%
1.1%
Discount rate applied to scheme liabilities
3.4%
4.2%
Inflation assumption
2.1%
2.1%
At the balance sheet date, scheme members were assumed to have the following life expectancies
at age 65:
2024
2023
Pensioner now aged 65
23.3
23.1
Pensioner now aged 40
24.7
24.6
Sensitivity analysis
Changes at the reporting date to one of the relevant actuarial assumptions by 1.0%, holding other
assumptions constant, would have affected the defined benefit obligation by the amounts shown below:
As at 30 September 2024
Defined benefit obligation
Increase
£m
Decrease
£m
Discount rate applied to scheme liabilities
0.5
(0.6)
Rate of increase in salaries
(0.3)
0.3
Rate of increase in pensions in payment
(0.3)
0.3
Inflation assumption
(0.6)
0.5
Mortality rates (change by 1 year)
(0.2)
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.
Notes to consolidated financial statements continued
Corporate governance
Financial statements
Strategic report
Overview
196 SSP Group plc Annual Report 2024
22. Post-employment benefit obligations continued
The present value of the scheme liabilities of the unfunded schemes was:
2024
£m
2023
£m
Net pension liability
(10.0)
(9.7)
The movement in the liability during the year was as follows:
2024
£m
2023
£m
Deficit in the schemes at the beginning of the year
(9.7)
(9.8)
Current service cost
(0.2)
(0.2)
Contributions
0.7
0.7
Interest on pension scheme liabilities
(0.3)
(0.2)
Remeasurements:
– arising from changes in financial assumptions
0.1
0.2
– arising from changes in demographic assumptions
–
–
– arising from changes in experience adjustments
1.0
(0.5)
Currency adjustment
0.4
0.1
Deficit in the schemes at the end of the year
(10.0)
(9.7)
The following amounts have been charged in arriving at profit for the year in respect of these schemes:
2024
£m
2023
£m
Current service cost (reported in employee remuneration)
(0.2)
(0.2)
Interest on pension scheme liabilities (reported in finance income and expense)
(0.2)
(0.2)
Total amount charged
(0.4)
(0.2)
The following amounts have been recognised directly to other comprehensive income:
2024
£m
2023
£m
Remeasurements
(0.9)
(0.3)
23. Provisions
Restoration
costs
£m
Restructuring
and site exit
costs
£m
Other
£m
Total
£m
At 1 October 2023
(26.0)
(4.1)
(25.9)
(56.0)
Created in the year
(11.5)
(3.8)
(5.6)
(20.9)
Exchange differences
–
0.6
1.0
1.6
Unwind of discount
(0.7)
–
–
(0.7)
Acquisitions
–
–
(3.2)
(3.2)
Unused amounts reversed
–
1.6
4.0
5.6
Utilised
4.8
1.8
5.7
12.3
At 30 September 2024
(33.4)
(3.9)
(24.0)
(61.3)
Represented by:
Current
(3.6)
(3.9)
(18.6)
(26.1)
Non–current
(29.8)
–
(5.4)
(35.2)
(33.4)
(3.9)
(24.0)
(61.3)
Provision for restoration costs represents estimates of potential costs to be incurred in restoring
a site to its original condition when it is vacated at the end of the lease term in accordance with statutory
requirements. Where the lease terms give the company the option to extend the lease and its extension
is probable or in countries where these payments are not required, no provision is made. The utilisation
of this provision depends on commercial practices of the channel and geography of each site, and when
a contract is renewed is not incurred. The provisions will be utilised at the end of the lease terms, which
typically vary between one and ten years in length. The discount rate used as at 30 September 2024
was 2.9% (2023: 3.9%).
Within Other provisions, litigation provisions amounted to £4.2m in aggregate at 30 September 2024
(2023: £10.2m). The remaining amount represents probable expected costs in legal and related matters
and are not material individually.
24. Capital and reserves
Share capital and share premium
Number of
shares
Share
capital
£m
Share
premium
£m
Issued, called up and fully paid:
Ordinary shares of £0.01085 each
At 30 September 2023
796,529,196
8.6
472.7
Ordinary shares issued in relation
to the Group’s share plans
1,966,000
–
–
At 30 September 2024
798,495,196
8.6
472.7
Notes to consolidated financial statements continued
Corporate governance
Financial statements
Strategic report
Overview
197 SSP Group plc Annual Report 2024
24. Capital and reserves continued
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.
Employee benefit trust
The SSP Group plc Share Incentive Plan was established in 2014, in connection with the Company‘s UK
Share Incentive Plan (UK Trust). The SSP Group plc Share Plans Trust was established in 2018, in connection
with the Company‘s share option plans (Share Plan Trust). Details of the Company‘s share plans are set
out in the Directors‘ Remuneration Report on page 138 as part of the Annual Report on Remuneration.
Reserves
Details of reserves (other than retained earnings) are set out below:
Capital
redemption
reserve
£m
Translation
reserve
£m
Cash flow
hedging
reserve
£m
Other
reserve
£m
Total
£m
At 30 September 2022
1.2
(9.0)
–
–
(7.8)
Net gain on hedge of net investments
in foreign operations
–
33.9
–
–
33.9
Other foreign exchange translation
differences
–
(38.2)
–
–
(38.2)
Purchase of non–controlling interest
in subsidiary
–
–
–
(3.8)
(3.8)
Deferred tax charge on gains arising
on exchange translation differences
–
(1.1)
–
–
(1.1)
At 30 September 2023
1.2
(14.4)
–
(3.8)
(17.0)
Net gain on hedge of net investments
in foreign operations
–
36.1
–
–
36.1
Other foreign exchange translation
differences
–
(38.8)
–
–
(38.8)
Effective portion of change in fair value
of Cash flow hedge
–
–
(0.7)
–
(0.7)
Purchase of non–controlling interest
in subsidiary
–
–
–
0.3
0.3
Deferred tax credit on losses arising
on exchange translation differences
–
0.5
–
–
0.5
Deferred tax credit on cash flow hedges
–
–
0.1
–
0.1
At 30 September 2024
1.2
(16.6)
(0.6)
(3.5)
(19.5)
Capital redemption reserve
The capital redemption reserve relates to the cancellation of the deferred ordinary shares in 2015.
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 currencies, 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 in the comparative year comprised the cumulative net change in the fair value
of the Group‘s interest rate swaps.
Other reserve
The Other reserve relates to the acquisition of additional 25% stake in SSP America SFO LLC
in 2023 when the Group acquired 25% of SSP America SFO LLC changing its ownership from 65%
to 90% for the total consideration of £0.9m. As at the date of acquisition, the 25% of the accumulated
non-controlling interest amounted to £1.1m (loss) with the receivable balance due from non-controlling
interest shareholders of £1.7m being waived. Given the Group remained the ultimate controlling party,
the transaction did not meet the definition of a business combination in accordance with IFRS 3, thus
it qualified for a transaction between parties under common control. Therefore, the loss from this
transaction of £3.8m was recorded in Other reserve.
Prior to 14 December 2023 the Group held a controlling 50% interest in SSP Brazil with the residual value
of accumulated non-controlling interest (losses) of £6.7m. On 14 December 2023, the Group purchased
the remaining 50% interest in SSP Brazil, taking its ownership to 100%. The consideration paid for the
additional 50% interest in SSP Brazil was equivalent to £0.6m. The gain from this transaction of £0.3m
is recorded in Other reserve.
Non-controlling interests
2024
£m
2023
£m
At 1 October
95.9
86.0
Share of profit for the year
58.1
48.0
Dividends paid to non–controlling interests
(44.1)
(45.3)
Capital contribution from non–controlling interests
41.1
7.8
Acquisitions¹
10.0
9.5
Purchase of non–controlling interest in subsidiary
6.7
1.1
Currency adjustment
(11.7)
(11.2)
At 30 September
156.0
95.9
1
The amount includes £8.3m (2023: £9.5m) in relation to the five significant acquisitions disclosed in note 31 and £1.7m (2023: £nil) in relation to
other acquisitions.
Notes to consolidated financial statements continued
Corporate governance
Financial statements
Strategic report
Overview
198 SSP Group plc Annual Report 2024
25. Share-based payments
The Group has granted equity-settled share awards to its employees under the former Performance
Share Plan (PSP), the Restricted Share Plan (RSP), the UK Share Incentive Plan (UK SIP) and the
International Share Incentive Plan (ISIP).
Details of the terms and conditions of each share-based payment plan and the Group’s TSR comparator
group are provided on page 138 and page 134 respectively, as part of the Annual Report on Remuneration.
Restricted Share Plan
The RSP awards are subject to performance underpins. For Executive Directors and the GEC these
are outlined on page 138. Should any of the underpins not be met, the Remuneration Committee would
consider whether a discretionary reduction in the number of shares vesting was required.
Expense in the year
The Group incurred a charge of £6.0m in 2024 (2023: £6.3m) in respect of the PSP and RSP.
2024
Number of
shares
2023
Number of
shares
Outstanding at 1 October
9,202,763
7,114,454
Granted during the year
4,452,991
4,023,285
Exercised during the year
(1,267,285)
(377,844)
Lapsed during the year
(1,089,743)
(1,557,132)
Outstanding at 30 September
11,298,726
9,202,763
Exercisable at 30 September
1,464,601
243,223
Weighted average remaining contracted life (years)
5.4
7.6
Weighted average fair value of awards granted (£)
2.2
2.3
The exercise price for the PSP and RSP awards is £nil.
Details of awards granted in the year
The RSPs granted during the year have been valued with reference to the share price at the date
of the award. Equity-settled awards are measured at fair value at grant date. The fair value of awards
granted is expensed on a straight-line basis over the vesting year, based on the Company’s estimate
of the number of shares that will actually vest.
No PSPs were granted during the year, or during the prior year.
UK Share Incentive 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 a three-year period. The UK SIP has been
in place since December 2014.
For each 12-month plan period from January 2016 to December 2021, the actual entitlement to matching
shares was fixed at one matching share for every two partnership shares purchased. For the period from
January 2015 to December 2015, the actual entitlement was fixed at one matching share for every one
partnership share purchased.
International Share Incentive Plan
The ISIP 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). The partnership shares are placed in trust for a three-year period. The ISIP has been in place since
September 2015.
For each 12-month plan period from November 2016 to October 2022, the actual entitlement to matching
shares was fixed at one matching share for every two partnership shares purchased. For the period from
November 2015 to October 2016, the entitlement was fixed at one matching share for every one
partnership share purchased.
26. Cash flow from operations
Note
2024
£m
2023
£m
Profit for the year
85.5
56.1
Adjustments for:
Depreciation of property, plant and equipment
11
128.7
106.6
Depreciation of right–of–use assets
13
236.1
194.5
Amortisation
12
8.6
9.7
Derecognition of leases under IFRS 16
(11.2)
(7.9)
Impairments
33.0
18.1
Share–based payments
25
5.7
5.7
Finance income
8
(19.1)
(17.0)
Finance expense
8
111.8
96.2
Share of profit of associates (net of impairment)
14
(5.4)
(0.5)
Taxation
9
33.1
32.0
Other
4.2
(0.1)
611.0
493.4
Decrease/(increase) in trade and other receivables
5.5
(12.2)
Increase in inventories
(2.2)
(5.3)
(Decrease)/increase in trade and other payables (including provisions)
(21.8)
22.4
Cash flow from operations
592.5
498.3
Notes to consolidated financial statements continued
Corporate governance
Financial statements
Strategic report
Overview
199 SSP Group plc Annual Report 2024
27. Reconciliation of net cash flow to movement in net debt
Gross debt
Cash and cash
equivalents
£m
Bank and
other
borrowings
£m
US Private
Placement
notes
£m
Leases
£m
Total gross
debt
£m
Net debt
£m
At 30 September 2022
543.6
(455.2)
(384.7)
(854.6)
(1,694.5)
(1,150.9)
Net decrease in cash
and cash equivalents
(226.9)
–
–
–
–
(226.9)
Cash outflow from
repayment of term loan
–
31.5
9.1
–
40.6
40.6
Cash outflow from term
loans refinancing
–
36.8
–
–
36.8
36.8
Cash outflow from other
changes in debt
–
20.9
–
–
20.9
20.9
Cash inflow from other
changes in debt
–
(1.2)
–
–
(1.2)
(1.2)
Cash outflow from
payment of lease liabilities
–
–
–
250.6
250.6
250.6
Lease amendments²
–
–
–
(460.5)
(460.5)
(460.5)
Currency translation
(losses)/gains
(13.4)
11.2
24.1
35.8
71.1
57.7
Other non–cash
movements¹
–
8.9
3.1
–
12.0
12.0
At 30 September 2023
303.3
(347.1)
(348.4)
(1,028.7)
(1,724.2)
(1,420.9)
Net decrease in cash
and cash equivalents
(34.4)
–
–
–
–
(34.4)
Cash inflow from
USPP drawdown
–
–
(205.4)
–
(205.4)
(205.4)
Cash outflow from
other changes in debt
–
14.4
–
–
14.4
14.4
Cash inflow from other
changes in debt
–
(7.1)
–
–
(7.1)
(7.1)
Cash outflow from
payment of lease liabilities
–
–
–
280.7
280.7
280.7
Lease amendments²
–
–
–
(383.9)
(383.9)
(383.9)
Currency translation
(losses)/gains
(14.1)
7.9
30.0
42.8
80.7
66.6
Other non–cash
movements¹
–
5.6
2.8
–
8.4
8.4
At 30 September 2024
254.8
(326.3)
(521.0)
(1,089.1)
(1,936.4)
(1,681.6)
1
Other non-cash movements relate to debt modification gain/(losses), revised estimated future cash flows and effective interest rate of £2.8m
(2023: £12.0m) (see note 8), and £5.6m from consolidating the loans of SSP Brazil following the acquisition of remaining 50% interest.
2 Lease amendments include lease acquisitions, additions, interest charge and modifications.
28. Financial instruments
(a) Fair values of financial assets and liabilities
All financial assets and financial liabilities are carried at amortised cost, except for derivatives which
are held at fair value through the income statement.
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:
Carrying
amount
2024
£m
Fair
value
2024
£m
Carrying
amount
2023
£m
Fair
value
2023
£m
Financial assets measured at amortised cost
Cash and cash equivalents
254.8
254.8
303.3
303.3
Trade and other receivables
214.3
214.3
191.8
191.8
Total financial assets measured at amortised cost
469.1
469.1
495.1
495.1
Non-derivative financial liabilities measured at
amortised cost
Bank loans
(326.3)
(326.3)
(347.0)
(347.0)
US Private Placement notes
(521.0)
(521.5)
(348.4)
(346.1)
Lease liabilities
(1,089.1)
(1,089.1)
(1,028.7)
(1,028.7)
Trade and other payables
(689.0)
(689.0)
(712.4)
(712.4)
Total financial liabilities measured at amortised cost
(2,625.4)
(2,625.9)
(2,436.5)
(2,434.2)
Derivative financial liabilities
Interest rate swaps
(0.7)
(0.7)
–
–
Total derivative financial liabilities
(0.7)
(0.7)
–
–
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.
Lease liabilities
Fair value is based on the present value of the future lease payments, discounted at the rate implicit
in the lease or, where this is not known, the incremental borrowing rate.
Finance lease liabilities
Fair value is based on the present value of the future lease payments, discounted at the rate implicit
in the lease or, where this is not known, the incremental borrowing rate.
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.
Notes to consolidated financial statements continued
Corporate governance
Financial statements
Strategic report
Overview
200 SSP Group plc Annual Report 2024
28. Financial instruments continued
(b) Credit risk
Concentrations of credit risk with respect to trade receivables are limited, due to the Group’s customer
base being large and diverse, with two external debtors representing more than 10% of the total balance.
The Group has no other significant concentration of debtors with no other debtor representing more
than 10%. The ageing of trade receivables at the balance sheet date was as follows:
2024
£m
2023
£m
Total trade receivables
38.8
54.5
Less: loss allowance
(7.8)
(9.5)
31.0
45.0
Of which:
Not yet due
12.4
21.1
Overdue, between 0 and 6 months
22.3
25.9
Overdue, more than 6 months
4.1
7.5
Loss allowance
(7.8)
(9.5)
31.0
45.0
The movement in the loss allowance in respect of trade receivables during the year was as follows:
2024
£m
2023
£m
At 1 October
(9.5)
(12.1)
Charged in the year
(0.6)
(0.6)
Reversed in the year
1.9
2.2
Utilised in the year
0.1
0.5
Currency adjustment
0.3
0.5
At 30 September
(7.8)
(9.5)
Expected credit losses
The Group applies the simplified approach and records lifetime expected credit losses for trade
receivables. Loss allowances have been recognised for trade receivables that have been identified
as credit impaired. The Group has assessed customer balances in relation to their operating sector
(such as air or rail), receivable ageing and other indicators of risk to recoverability.
(c) 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:
2024
£m
2023
£m
High grade
66.5
141.4
Upper medium grade
49.5
41.1
Medium grade
14.6
15.6
Non-investment grade
16.3
31.6
Unrated
93.5
53.0
240.4
282.7
Cash in hand and in transit
14.4
20.6
254.8
303.3
(d) 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.
In April 2024 the Group raised €240m via the US Private Placement market, as mentioned above.
Notes to consolidated financial statements continued
Corporate governance
Financial statements
Strategic report
Overview
201 SSP Group plc Annual Report 2024
28. Financial instruments continued
The following are the remaining contractual maturities of financial liabilities at the reporting date.
2024
Carrying
amount
£m
Contractual
cash flows
£m
1 year
or less
£m
1 to
<2 years
£m
2 to
<5 years
£m
>5 years
£m
Non-derivative
financial liabilities
Bank loans
(326.3)
(366.9)
(29.4)
(25.0)
(312.5)
–
US Private
Placement notes
(521.0)
(618.1)
(22.3)
(119.7)
(346.2)
(129.9)
Lease liabilities
(1,089.1)
(1,555.0)
(285.5)
(284.4)
(630.0)
(355.1)
Trade and other payables
(689.0)
(689.0)
(687.5)
(0.5)
–
(1.0)
(2,625.4)
(3,229.0)
(1,024.7)
(429.6)
(1,288.7)
(486.0)
2023
Carrying
amount
£m
Contractual
cash flows
£m
1 year
or less
£m
1 to
<2 years
£m
2 to
<5 years
£m
>5 years
£m
Non-derivative
financial liabilities
Bank loans
(347.0)
(407.5)
(33.5)
(30.9)
(343.1)
–
US Private
Placement notes
(348.4)
(412.6)
(15.5)
(13.7)
(188.3)
(195.1)
Lease liabilities
(1,028.7)
(1,253.2)
(271.4)
(236.8)
(482.9)
(262.1)
Trade and other payables
(712.4)
(712.4)
(711.1)
(0.5)
–
(0.8)
(2,436.5)
(2,785.7)
(1,031.5)
(281.9)
(1,014.3)
(458.0)
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 Group uses currency denominated borrowings to hedge the exposure of a portion of its net
investment in overseas operations (with non-Sterling functional currency) against changes in value
due to changes in foreign exchange rates. An economic relationship has been identified as both the
net investment in overseas operations, and the currency denominated borrowings used as the related
hedging instrument, are subject to currency risk, and changes in foreign exchange rates would cause
their values to move in opposite directions.
As at 30 September 2024, the fair value of bank loans and US Private Placement debt used as hedging
instruments was £626.3m (2023: £456.9m). Of this, £393.2m was in respect of Euro exposure and
£233.1m in respect of the US Dollar exposure.
There were no reclassifications from foreign currency translation reserve and external borrowings
in foreign currencies did not exceed the investments in respective countries.
No sensitivity analysis is provided in respect of currency risk as the Group‘s currency exposure mainly
relates to translation risk as discussed above.
The currency profile of the cash balances of the Group at 30 September 2024 was as follows:
Cash at bank and in hand
2024
£m
2023
£m
Sterling
32.8
100.0
Other currencies
222.0
203.3
254.8
303.3
Notes to consolidated financial statements continued
Corporate governance
Financial statements
Strategic report
Overview
202 SSP Group plc Annual Report 2024
28. Financial instruments continued
Interest rate risk
The interest rate and currency profile of the Group‘s bank loans at 30 September 2024 before
adjustments for unamortised bank fees of £nil (2023: £0.2m) was as follows:
Floating-rate liabilities
Fixed-rate liabilities
Total
2024
£m
2023
£m
2024
£m
2023
£m
2024
£m
2023
£m
Currency
Sterling
(75.0)
(150.0)
(116.4)
(41.4)
(191.4)
(191.4)
Euro
(71.3)
(152.2)
(344.0)
(49.2)
(415.3)
(201.4)
US Dollar
–
–
(233.0)
(255.5)
(233.0)
(255.5)
Indian Rupee
(0.8)
(1.6)
–
–
(0.8)
(1.6)
(147.1)
(303.8)
(693.4)
(346.1)
(840.5)
(649.9)
Sensitivity analysis
The effect of a 1% increase in interest rates prevailing at the balance sheet date on the Group’s cash
and cash equivalents and debt subject to variable rates of interest at the balance sheet date would be
to decrease profit for the year (after tax) by an immaterial amount. A similar 1% decrease in interest rates
would result in an equal and opposite effect over the course of a year.
(e) 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 24), retained earnings, and net debt. The funding requirements of the
Group are met by a mix of long-term borrowings, medium-term borrowings, short-term borrowings
(under its Revolving Credit Facility) and available cash.
29. Commitments
Capital commitments at the end of the financial year, for which no provision has been made,
are as follows:
2024
£m
2023
£m
Contracted for but not provided
128.8
134.5
Capital commitments relate to where the Group has contractually committed to acquire and/or build
tangible assets that are not yet incurred as at 30 September 2024.
30. Related parties
Related party relationships exist with the Group‘s subsidiaries, associates (note 14), key management
personnel, pension schemes (note 22) and employee benefit trust (note 24).
Subsidiaries
Transactions between the Company and its subsidiaries, and transactions between subsidiaries,
have been eliminated on consolidation and are not disclosed in this note. Where the Group does not
own 100% of its subsidiary, significant transactions with the other investors in the non-wholly owned
subsidiary (‘investor’), other than those listed in note 24, are disclosed within this note (in the table below).
Sales and purchases with related parties are made at normal market prices.
Associates
Significant transactions with associated undertakings during the year, other than those included
in note 14, are included in the table below.
Related party transactions
2024
£m
2023
£m
Sales to related parties
0.8
0.9
Purchases from related parties
(7.8)
(6.7)
Management fee income
2.3
2.3
Other income
3.2
2.0
Other expenses¹
(17.9)
15.9
Amounts owed by related parties at the end of the year
3.8
6.9
Amounts owed to related parties at the end of the year2
(24.6)
(27.0)
1
The majority of other expenses relates to £13.1m rent from Midway Partnership LLC (2023: £12.1m).
2 The majority of amounts relates to £7.1m loans (and accumulated interest) received from non-controlling interest shareholders mainly in Saudi
Arabia and the Philippines (2023: £9.8m, mainly in Bahrain and Brazil), and the loan taken from Epigo/Extime associate £7.7m (2023: £8.0m).
Notes to consolidated financial statements continued
Corporate governance
Financial statements
Strategic report
Overview
203 SSP Group plc Annual Report 2024
30. Related parties continued
Bank guarantees
The Group has provided a number of guarantees to third parties and has given guarantees to partners of
consolidated non-wholly owned subsidiaries in respect of obligations of its non-wholly owned subsidiaries,
relating to, for example, concession agreements, franchise agreements and financing facilities. In addition,
certain subsidiaries benefit from guarantees provided by the Group‘s non-controlling interest partners
to similar third parties (in respect of obligations of the subsidiaries). These guarantees are consistent
with those provided in the normal course of business in respect of the Group‘s wholly owned subsidiaries.
At 30 September 2024 the value of the guarantees given by the various Group companies in respect of
both wholly owned and other subsidiaries was £185m (2023: £145.7m). The Group does not expect these
guarantees to be called on and as such no liability has been recognised in the financial statements.
Remuneration of key management personnel
The remuneration of 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 Group CEO, Deputy Group CEO and CFO, Non-Executive Directors and the Group
Executive Committee.
2024
£m
2023
£m
Short–term employee benefits
(8.1)
(10.1)
Post–employment benefits
(0.4)
(0.5)
Share–based payments
(2.3)
(3.2)
(10.8)
(13.8)
31. Business combinations and other acquisitions
Acquisitions in 2024
A summary of the details of the acquisitions completed in the year is shown in the table below:
Business/Company
Sector
Country
SSP Ownership
Acquisition date
Midfield Concession Enterprise Inc.
(Denver airport)
Air
USA
60%
16 November 2023
ECG Ventures Ltd
Air
Canada
100%
11 December 2023
Mack II
Air
USA
51%
1 February 2024
Airport Retail Enterprise
Air
Australia
100%
1 May 2024
Backwerk
Rail
Germany
100%
1 July 2024
Midfield Concession Enterprise Inc
On 16 November 2023, the Group took operational control of the Denver airport part of the acquisition
of the concessions business of Midfield Concession Enterprises, Inc. The total consideration for the
Denver airport concession after completion adjustments was £15.1m.
ECG Ventures Ltd
On 11 December 2023 the Group acquired ECG Ventures Limited (ECG) based in Calgary, Canada. This
involves taking over the leases of three units at Calgary Airport and two additional units at Edmonton
Airport. The cash consideration for the acquisition was approximately £30.6m (CAD52.0m).
Mack II
On 1 February 2024 the Group acquired the business of Mack II which consisted of eight units at Atlanta
airport. The cash consideration for the acquisition was approximately £11.0m.
Airport Retail Enterprises Pty Ltd
On 13 February 2024, the Group signed an agreement to purchase Airport Retail Enterprises Pty Ltd
(‘ARE’). This has expanded the Group’s presence across Australia adding 63 outlets across seven airports
to its portfolio: Sydney, Melbourne, Brisbane, Gold Coast, Canberra, Townsville and Mount Isa. The cash
consideration for the acquisition was approximately £82.9m (AUS$158m) (subject to completion
adjustments). The transaction completed on 1 May 2024.
Backwerk
On 31 May 2024, Station Food GmbH (Germany) signed a agreement to purchase two operating units
from Hannover HBF (‘BW’). This has expanded Station Food GmbH presence by 2 outlets at a new
location (Hannover). The cash consideration for the acquisition was approximately £6.6m (EUR 7.7m).
The transaction was completed on 1 July 2024.
Notes to consolidated financial statements continued
Corporate governance
Financial statements
Strategic report
Overview
204 SSP Group plc Annual Report 2024
31. Business combinations and other acquisitions continued
Assets acquired and liabilities assumed (provisional)
The fair values of the identifiable assets and liabilities acquisitions (completed in the year) as at the date
of acquisition were provisionally determined as follows:
Fair value recognised on acquisition
Denver airport
£m
Mack II
£m
ECG Ventures
£m
ARE
£m
BW
£m
Total
£m
Assets
Property, plant and equipment
(Note 11)
9.7
1.2
4.0
7.4
0.5
22.8
Intangible assets
–
–
0.2
0.8
–
1.0
Right–of–use assets (Note 13)
11.3
10.4
21.8
60.9
6.1
110.5
Inventory
–
–
0.2
0.9
–
1.1
Other receivables
–
–
0.1
0.5
–
0.6
Cash
–
–
–
9.5
–
9.5
Liabilities
Other liabilities
–
(0.5)
(0.9)
(12.4)
–
(13.8)
Lease liabilities (Note 21)
(8.4)
(5.3)
–
(34.0)
–
(47.7)
Deferred tax liability
–
–
(5.8)
(9.7)
–
(15.5)
Provisions
–
–
–
(3.2)
–
(3.2)
Total identifiable net assets
at fair value
12.6
5.8
19.6
20.7
6.6
65.3
Non–controlling interest
measured at fair value
(5.1)
(3.2)
–
–
–
(8.3)
Increase in Other receivables
due from NCI
5.1
5.8
–
–
–
10.9
Goodwill arising on acquisition
(Note 12)
2.5
2.6
12.6
62.2
–
79.9
Total net assets acquired
15.1
11.0
32.2
82.9
6.6
147.8
Satisfied by:
Purchase consideration
Cash paid
6.9
11.0
30.6
82.9
6.6
138.0
Offsets against NCI receivables
in other joint ventures from the
same joint venture partners
5.7
–
–
–
–
5.7
Deferred considerations
1.9
–
1.6
–
–
3.5
Capital expenditure settlements
0.6
–
–
–
–
0.6
Total purchase consideration
15.1
11.0
32.2
82.9
6.6
147.8
Concession rights
The Group measured the acquired lease liabilities using the present value of the remaining lease payments
at the date of acquisition. The right-of-use assets were measured at an amount equal to the lease
liabilities and adjusted to reflect the favourable terms of the lease relative to market. The right-of-use
assets include concession rights amounting to £62.8m in total across the five acquisitions will be
amortised over the life of the contracts.
Goodwill
The provisional goodwill recognised on the five acquisitions in total amounted to £79.9m. The goodwill
on these acquisitions represents the difference between the identified assets and the purchase
consideration. The nature of the goodwill is similar and represents the value of potential renewable
options, the enhanced ability to access tenders in new airports and cost synergies.
From the date of the completion the five acquisitions contributed £81.4m of revenue and £7.9m of profit
before tax from operations of the Group. If the acquisitions had all taken place at the beginning of the
year they would have contributed c.£215m of additional revenue in 2024. It is not practically possible
to calculate profit before tax should the acquisition had taken place at the beginning of the year.
Other
During the year the Group also acquired 51% shares in SSP Arabia Limited (Saudi Arabia) with the total
cash consideration of £1.5m with cash acquired of £2.6m.
Purchase of non-controlling interest
Prior to 14 December 2023 the Group held a controlling 50% interest in SSP Brazil with the residual value
of accumulated non-controlling interest (losses) of £6.4m. On 14 December 2023, the Group purchased
the remaining 50% interest in SSP Brazil, taking its ownership to 100%. The consideration paid for the
additional 50% interest in SSP Brazil was equivalent to £0.6m.
Purchase of an associate
On 25 October 2023, the Group acquired a non-controlling 50% interest in Extime Food & Beverage
Paris SAS for the consideration of £10.5m with a controlling interest held by Aeroports de Paris.
Notes to consolidated financial statements continued
Corporate governance
Financial statements
Strategic report
Overview
205 SSP Group plc Annual Report 2024
31. Business combinations and other acquisitions continued
Acquisitions in 2023
Acquisition of the Midfield Concessions business
On 4 May 2023, the Group announced its expansion in North America by adding 40 new units at seven
airports, including four new locations, through the acquisition of the concessions business of Midfield
Concession Enterprise Inc. (‘MCE’). This trade and assets deal has provided the Group with access to
Detroit Metropolitan Wayne County, Denver International, Philadelphia International, and Cleveland
Hopkins International, and it has also expanded SSP’s existing presence at Minneapolis St. Paul
International, San Francisco International, and Newark Liberty International.
The total consideration under the agreement was £54.1m ($67 million) paid in cash on the completion
date, with the deal structured in two parts: one covering the initially acquired six airports (£37.5m ($46m))
and one covering Denver airport (remaining £16.6m ($21m) consideration). The transaction in relation to
the six airports was completed on 6 June 2023. On 16 November 2023, the Group took operational
control of the Denver airport part of the acquisition.
Assets acquired and liabilities assumed
The fair values of the identifiable assets and liabilities of the six airports (completed in the year ending
30 September 2023) as at the date of acquisition were determined as follows:
Fair value
recognised on
acquisition
£m
Assets
Property, plant and equipment (Note 11)
25.9
Right–of–use assets (Note 13)
34.5
Inventory
0.3
Cash
0.1
Liabilities
Lease liabilities (Note 21)
(23.3)
Total identifiable net assets at fair value
37.5
Non–controlling interest measured at fair value
(9.5)
Increase in Other receivables due from NCI
8.4
Goodwill arising on acquisition (Note 12)
1.1
Total net assets acquired
37.5
Satisfied by:
Purchase consideration paid in cash
37.5
The transaction costs of relating to the acquisition amounted to £1.2m.
The Group measured the acquired lease liabilities using the present value of the remaining lease payments
at the date of acquisition. The right-of-use assets were measured at an amount equal to the lease
liabilities and adjusted to reflect the favourable terms of the lease relative to market. The right-of-use
assets included concession rights amounting to £11.2m to be amortised over the life of the contracts.
From the date of the completion of the first stage of acquisition, the six airports contributed £14.7m
of revenue and £0.5m of profit before tax from operations of the Group. It is not practically possible
to calculate revenue and profit before tax should the acquisition had taken place at the beginning
of the year.
Other
During the year the Group also made other acquisitions in the United Kingdom and USA with the total
considerations of £3.7 million.
32. Post balance sheet events
On 29 November 2024, the Group completed its agreement to create a new joint venture partnership
with PT Taurus Gemilang to operate 13 outlets, mostly in Bali, which we expect to provide a platform
for further growth in that market. The cash consideration for the acquisition was approximately £10m
(subject to completion adjustments). Due to the timing of completion, the provisional fair values of all
acquired assets and liabilities are yet to be determined.
Notes to consolidated financial statements continued
Corporate governance
Financial statements
Strategic report
Overview
206 SSP Group plc Annual Report 2024
Notes
2024
£m
2023
£m
Fixed assets
Investments
34
1,204.9
1,203.4
1,204.9
1,203.4
Current assets
Debtors due within one year
35
305.4
313.2
Liabilities falling due within one year
Creditors
36
(62.1)
(41.8)
Net current assets
243.3
271.4
Net assets
1,448.2
1,474.8
Capital and reserves
8.6
Called up share capital
37
8.6
8.6
Share premium account
37
472.7
472.7
Treasury shares
37
–
–
Capital redemption reserve
37
1.2
1.2
Profit and loss account
37
965.7
992.3
Total equity shareholders‘ funds
1,448.2
1,474.8
The Company’s loss for the year was £0.8m (2023: £4.7m).
These financial statements were approved by the Board of Directors on 2 December 2024 and were signed on its behalf by
Jonathan Davies
Deputy Group CEO and CFO
Registered number: 5735966
Company balance sheet
As at 30 September 2024
Corporate governance
Financial statements
Strategic report
Overview
207 SSP Group plc Annual Report 2024
Company statement of changes in equity
As at 30 September 2024
Share
capital
£m
Share
premium
£m
Capital
redemption
reserve
£m
Treasury
shares
£m
Profit and
loss account
£m
Total
equity
£m
At 30 September 2022
8.6
472.7
1.2
–
993.3
1,475.8
Loss for the year
–
–
–
–
(4.7)
(4.7)
Share–based payments
–
–
–
–
3.7
3.7
At 30 September 2023
8.6
472.7
1.2
–
992.3
1,474.8
Loss for the year
–
–
–
–
(0.8)
(0.8)
Share–based payments
–
–
–
–
3.7
3.7
Dividend paid to shareholders
–
–
–
–
(29.5)
(29.5)
At 30 September 2024
8.6
472.7
1.2
–
965.7
1,448.2
Corporate governance
Financial statements
Strategic report
Overview
208 SSP Group plc Annual Report 2024
Notes to Company financial statements
33. Accounting policies
SSP Group plc (the Company) is a company incorporated in the UK.
These statements 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
These financial statements have been prepared in accordance with Financial Reporting Standard 101
Reduced Disclosure Framework (FRS 101) under the historical cost accounting rules.
In preparing these financial statements, the Company applies the recognition, measurement and
disclosure requirements of UK-adopted international accounting standards and has set out below
where advantage of the FRS 101 disclosure exemptions has been taken:
• the cash flow statement and related notes;
• disclosures in respect of transactions with wholly owned subsidiaries;
• disclosures in respect of capital management;
• disclosures required in respect of financial instruments;
• disclosures in respect of share based payments;
• the effects of new but not yet adopted standards; and
• disclosures exemption from the requirements of paragraphs 88C and 88D of IAS 12 Income Taxes
Where relevant, equivalent disclosures have been given in the consolidated financial statements.
The principal accounting policies adopted are the same as those set out in note 1 to the consolidated
financial statements except as noted below. 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 £0.1m unless otherwise stated.
Under Section 408 of the Companies Act 2006, the Company is exempt from the requirement to
present its own income statement. The loss for the financial year (2023: loss) is disclosed in note 37
to these accounts. The Company has no other recognised gains or losses in the current or preceding
year and, therefore, no statement of comprehensive income is presented.
Going concern
SSP Group plc is the ultimate parent company of the SSP Group. As part of the Group’s adoption of
the going concern basis, the Board has reviewed the Group’s trading forecasts, incorporating different
scenarios to reflect the uncertainty surrounding the economic and geo-political environment over the
next twelve months. Having carefully reviewed these forecasts, the Directors have concluded that it
is appropriate to adopt the going concern basis of accounting in preparing these financial statements
for the reasons set out on page 175 relating to the 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 previously recognised
impairment loss is reversed through the income statement.
Taxation
The charge for taxation is based on the results for the year and takes into account taxation deferred
because of temporary 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 temporary
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 101.
Deferred tax assets are recognised to the extent that it is regarded as probable 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.
Financial guarantee contracts
Where the Company enters into financial guarantee contracts to guarantee the indebtedness of other
companies within its group, the Company considers these to be in the scope of IFRS 9 and accounts for
them as such. Financial guarantee contracts issued are initially measured at fair value. Subsequently,
they are measured at the higher of the loss allowance determined in accordance with IFRS 9 and the
amount initially recognised less, when appropriate, the cumulative amount of income recognised in
accordance with the principles of IFRS 15.
Corporate governance
Financial statements
Strategic report
Overview
209 SSP Group plc Annual Report 2024
34. Investments in subsidiary undertakings
Shares in Group
undertaking
£m
Cost
At 1 October 2023
1,203.4
Additions
1.5
At 30 September 2024
1,204.9
Net book value
At 30 September 2024
1,204.9
At 30 September 2023
1,203.4
Impairment
The directors have assessed whether the Company’s fixed asset investments require impairment under
the accounting principles set out in FRS 101.
In order to make this assessment, future cash flows were forecast for the next five years with growth
rates of between 0.7% and 6.5% (2023: 2.0% and 6.0%) per annum thereafter. These cash flows were
discounted by applying discount rates of between 12.1% and 37.5% (2023: 11.3% and 33.9%). 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.
Sensitivity analysis
Whilst management believe the assumptions are realistic, it is possible that additional impairments
would be identified if any of the above sensitivities were changed significantly. A sensitivity analysis has
been performed on each of these key assumptions with the other variables held constant. An increase
in the discount rate by 1%, a reduction in the growth rate by 1%, or a reduction in EBITDA of 10% in each
forecast year would result in no additional impairments.
35. Debtors
Due within one year
2024
£m
2023
£m
Amount receivable from Group undertakings
303.8
311.3
Other debtors
1.6
1,9
305.4
313.2
Amounts receivable from Group undertakings are repayable on demand. The Company has undertaken
a review of the liquidity position of the counterparty subsidiaries and noted that the subsidiaries continue
to have sufficient immediately available funds to settle the receivables at the balance sheet date.
As a result, expected credit losses are immaterial in respect of these receivables.
36. Creditors
Due within one year
2024
£m
2023
£m
Amounts payable to Group undertakings
(54.0)
(30.6)
Accruals and deferred income
(0.3)
(0.1)
Trade and other payables
(4.7)
(7.6)
Other taxation and social security
(3.1)
(3.5)
(62.1)
(41.8)
37. Capital and reserves
Share capital and share premium
Number of
shares
Share
capital
£m
Share
premium
£m
Issued, called up and fully paid:
Ordinary shares of £0.01085 each
At 30 September 2023
796,529,196
8.6
472.7
Ordinary shares issued in relation to the Group’s
share incentive plans
1,966,000
–
–
At 30 September 2024
798,495,196
8.6
472.7
Reserves
Treasury
shares
£m
Capital
redemption
reserve
£m
Profit and
loss
account
£m
Total
£m
At 30 September 2022
–
1.2
993.3
994.5
Loss for the year
–
–
(4.7)
(4.7)
Share–based payments
–
–
3.7
3.7
At 30 September 2023
–
1.2
992.3
993.5
Loss for the year
–
–
(0.8)
(0.8)
Share–based payments
–
–
3.7
3.7
Dividend paid to shareholders
–
–
(29.5)
(29.5)
At 30 September 2024
–
1.2
965.7
966.9
Notes to Company financial statements continued
Corporate governance
Financial statements
Strategic report
Overview
210 SSP Group plc Annual Report 2024
37. Capital and reserves continued
Capital redemption reserve
The capital redemption reserve relates to the cancellation of the deferred ordinary shares in 2015.
Profit and loss account
The Company‘s loss for the financial year was £0.8m (2023: loss of £4.7m).
Dividends
The following dividends were paid in the year per qualifying ordinary share:
Payment date
2024
£m
2023
£m
2.5p final dividend for 2023 (final dividend for 2022: nil)
29 February 2024
19.9
–
1.2p interim dividend for 2024 (interim dividend for 2023: nil)
31 May 2024
9.6
–
After the balance sheet date, a final dividend of 2.3 p per share per qualifying ordinary share (£18.4m)
was proposed by the directors. The dividends have not been provided for.
38. Directors‘ remuneration
The remuneration of the Directors of the Company is disclosed in the Directors’ Remuneration Report
on pages 126-155. Details of RSP and DSPB awards made to Executive Directors are given on page 139.
39. Related parties
The Company has identified the Directors of the Company and the Group Executive Committee as
related parties for the purpose of FRS 101. Details of the relevant relationships with these related parties
are disclosed in note 30 to the Group accounts.
The Company has no transactions with or amounts owed to or from partly owned subsidiary
undertakings. All holdings in partly owned undertakings are held through indirectly held wholly
owned subsidiaries of the Company.
40. 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 2024 was approximately £10.1m (2023: £4.2m).
In addition, the Company is a guarantor for the Group’s main bank facilities and US Private Placement
borrowings. The borrowings under the facilities at 30 September 2024 were £817.7m (2023: £648.3m).
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. The Company’s guarantees of the Group’s external debt are considered to have a de minimis
value as the parent company has no further assets beyond those held by the debt issuing company.
41. Other information
The audit fee for Company‘s annual financial statements was £0.8m (2023: £0.8m). The average number
of persons employed by the Company (including Directors) during the year was 99 (2023: 87). Total staff
costs (excluding charges for share-based payments) were £12.8m (2023: £17.5m).
42. 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.
Group companies included in the consolidation are those companies controlled by the Group. Control
exists when the Group has the power to direct the activities of an entity so as to affect the return on
investment. In certain cases an entity may be consolidated when the percentage of shares held may
be less than 50% as the Group has the power to control such activities.
Part A – Subsidiaries
Name
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):
Australia
Airport Retail Enterprises Pty Ltd
401 Nudgee Road, Hendra QLD 4011, Australia
Grimco Pty Ltd
206/83 York Street, Sydney, Australia, NSW 2000
SSP Australia Airport Concessions Pty Ltd
206/83 York Street, Sydney, Australia, NSW 2000
Holding company
SSP Australia Airport F&B Pty Ltd
206/83 York Street, Sydney, Australia, NSW 2000
SSP Australia Catering Pty Limited³
206/83 York Street, Sydney, Australia, NSW 2000
Holding company
WA Airport Hospitality Pty Limited
206/83 York Street, Sydney, Australia, NSW 2000
Austria
SSP Österreich GmbH
Office Park 3/Top 144, 1300 Wien-Flughafen, Austria
Bahrain
SSP Bahrain W.L.L
Falcon Tower, Office 614. Building No 60, Road 1701, Block 317,
Diplomatic Area, Manama, Kingdom of Bahrain
51%
Belgium
SSP Aérobel SPRL
Rue des Frères Wright, 8 Boite 12, 6041 Charleroi, Belgium
SSP Belgium SPRL
Korte Ambachtstraat 4, 9860, Oosterzele, Belgium
Bermuda
Bermuda Travel Concessions, LLC
Thistle House, 4 Burnaby Street, Hamilton, Bermuda HM 11
51%
Notes to Company financial statements continued
Corporate governance
Financial statements
Strategic report
Overview
211
SSP Group plc Annual Report 2024
Name
Principal activity
(catering and/or retail
concessions unless
otherwise stated)
Class and percentage
of shares held (100%
ordinary shares* unless
otherwise stated)
Brazil
SSP Restaurantes Brasil Ltda
Rua Goethe, 54 – Botafogo Rio de Janeiro - RJ, 22281-020
Bulgaria
Select Service Partner Bulgaria EOOD
Todor Alexandrov Blvd., Vazrazhdane District, Sofia 1303, Bulgaria
Cambodia
Select Service Partner (Cambodia) Limited
No 4B, Street Vat Ang Taming, Sangkat Kakab,
Khan Poh Sen Chey, Phnom Penh
Inactive company
1.7
Canada
Cale Inglis Investments Ltd
1000, 250 - 2nd Street SW, Calgary AB T2P 0C1, Canada
ECG Ventures Ltd
1000, 250 - 2nd Street SW, Calgary AB T2P 0C1, Canada
GEI Investments Ltd
1000, 250 - 2nd Street SW, Calgary AB T2P 0C1, Canada
SSP Canada Airport Services Inc.
30th Floor, 360 Main Street, Winnipeg MB R3C 4G1, Canada
SSP Canada Food Services Inc.
McLachlan Brown Anderson Solicitors, 938 Howe Street, 10th Floor,
Vancouver BC V6Z 1N9, Canada
SSP Québec Food Services Inc.
1010 Rue Sherbrooke O, Montréal, Québec H3A Canada
16
China
SSP Shanghai Co. Limited⁶
Room 528, 5th Floor, East Traffic Center, Hongqiao International
Airport, Minghang District Shanghai
Cyprus
SSP Catering Cyprus Limited
Vision Tower 1st Floor, 67 Limassol Avenue, Lamda Vision,
2121 Aglantzia, Nicosia, Cyprus
Holding and
Management
Services company
SSP Louis Airport Restaurants Limited
Vision Tower 1st Floor, 67 Limassol Avenue, Lamda Vision,
2121 Aglantzia, Nicosia, Cyprus
Holding company
60%
Denmark
SSP Denmark ApS
Lufthavnsboulevarden 14, 1. sal, 2770, Kastrup, Denmark
Name
Principal activity
(catering and/or retail
concessions unless
otherwise stated)
Class and percentage
of shares held (100%
ordinary shares* unless
otherwise stated)
Egypt
SSP Egypt for Restaurants JSC
Cairo International Airport, Airmall Building, 1st Floor, Cairo, Egypt
Estonia
Select Service Partner Eesti A/S
Veerenni 38, Tallinn 10 138, Estonia
Finland
Select Service Partner Finland Oy
Helsinki Airport, Vantaa, FI-01530, Finland
France
Bars et Restaurants Aéroport Lyon Saint Exupéry SAS
Immeuble l‘Arc, BP 197, Lyon Saint Exupéry Aéroport,
69125, Colombier-Saugnieu, France
Les Buffets Boutiques et Services des Autoroutes de France SNC
5, rue Charles de Gaulle, 94140, Alfortville, France
Inactive company
Select Service Partner SAS
5, rue Charles de Gaulle, 94140, Alfortville, France
Holding and
Management
Services company
SSP Aéroports Parisiens SASU
5, rue Charles de Gaulle, 94140, Alfortville, France
SSP Caraibes SASU
5, rue Charles de Gaulle, 94140, Alfortville, France
SSP France Financing SAS
Immeuble le Virage, 5, Allée Marcel Leclerc,
CS60017 13417 Marseille Cedex 08, France
Holding company
SSP Museum SAS
5, rue Charles de Gaulle, 94140, Alfortville, France
SSP Paris SASU
5, rue Charles de Gaulle, 94140, Alfortville, France
SSP Province SAS
5, rue Charles de Gaulle, 94140, Alfortville, France
Germany
SSP Deutschland GmbH
The Squaire 24, 60549 Frankfurt am Main, Germany
SSP Financing Germany GmbH
The Squaire 24, 60549 Frankfurt am Main, Germany
Holding company
Station Food GmbH
The Squaire 24, 60549 Frankfurt am Main, Germany
42. Group companies continued
Notes to Company financial statements continued
Corporate governance
Financial statements
Strategic report
Overview
212 SSP Group plc Annual Report 2024
Name
Principal activity
(catering and/or retail
concessions unless
otherwise stated)
Class and percentage
of shares held (100%
ordinary shares* unless
otherwise stated)
Greece
Select Service Partner Restaurants Hellas Single Member SA
Athens International Airport “El. Venizelos”, Building 11,
Office 2/I132, 190 19 Spata, Athens, Greece
Hong Kong
Select Service Partner Asia Pacific Limited
Suites 1201-2 & 12-14, 12/F, North Tower, World Finance Centre,
Harbour City, Tsim Sha Tsui, Kowloon, Hong Kong, Hong Kong
Holding and
Management
Services company
Select Service Partner Hong Kong Limited
Suites 1201-2 & 12-14, 12/F, North Tower, World Finance Centre,
Harbour City, Tsim Sha Tsui, Kowloon, Hong Kong
SSP AD Lounges HK Limited
Suites 1201-2 & 12-14, 12/F, North Tower, World Finance Centre,
Harbour City, Tsim Sha Tsui, Kowloon, Hong Kong
38%
SSP China Development Limited⁶
Suite 1106-8, 11/F, Tau Yau Building, No. 181 Johnston Road,
Wanchai, Hong Kong
Holding company
3
Hungary
SSP Hungary Catering Kft
Budapest Ferenc Liszt International Airport, Terminal 2B,
1185 Budapest, Hungary
Iceland
SSP Iceland ehf.
Smaratorgi 3, 201 Kopavogur, Iceland
India
Mumbai Airport Lounge Services Private Limited
Block A, South Wing,1st floor, Shiv Sagar Estate, Dr. Annie Besant Road,
Worli, Mumbai, 400018 India
21.8%1,15
QMT Lifestyle and Technology Services Private Limited
Block A, South Wing,1st floor, Shiv Sagar Estate, Dr. Annie Besant Road,
Worli, Mumbai, 400018 India
49%
Tabemono True Aromas Private Limited
Adani Corporate House, Shantigram, S G Highway,
Khodiyar, Gandhinagar, Gandhi Nagar, GJ 382421, India
12.25%
TFS Gurgaon Airport Services Private Limited
12th Floor, Tower A, Vatika, Mindspaces, Sector 27D, Mathura Road,
Faridabad, Haryana, 121003, India
49%
Name
Principal activity
(catering and/or retail
concessions unless
otherwise stated)
Class and percentage
of shares held (100%
ordinary shares* unless
otherwise stated)
TFS Yamuna Airport Services Private Limited
Block A, South Wing, 1st floor, Shiv Sagar Estate, Dr.Annie Besant Road,
Worli, Mumbai, 400018 India
49%1,10,
Travel Food Services (Delhi Terminal 3) Private Limited
New Udaan Bhawan, Opposite Terminal 3, IGI Airport,
New Delhi, 110 037, India
29.4%1,11
Travel Food Services Limited
Block A, South Wing,1st floor, Shiv Sagar Estate, Dr. Annie Besant Road,
Worli, Mumbai, 400018 India
49%1
Ireland
Select Service Partner Ireland Limited
6th Floor, 2 Grand Canal Square, Dublin 2, Ireland
Israel
Select Service Partner Israel Ltd
Derech Menachem Begin 132, Azrieli One Center, Round Building,
6701101, Tel Aviv, Israel
Inactive company
Italy
SSP Italia S.R.L.
Milano (Mi) via Fara, Gustavo 35 Cap 20124, Italy
Luxembourg
SSP Luxembourg SA
Aeroport de Luxembourg, L-1110 Luxembourg
Malaysia
Select Service Partner Malaysia Sdn Bhd
Unit A-3-6, TTDI Plaza, Jalan Wan Kadir 3, Taman Tun Dr Ismail,
60000 Kuala Lumpur, W.P. Kuala Lumpur
74.6%23
SSPMY Serai Sdn Bhd
Unit A-3-6, TTDI Plaza, Jalan Wan Kadir 3, Taman Tun Dr Ismail,
60000 Kuala Lumpur, W.P. Kuala Lumpur
36.5%
SSP Services (Malaysia) Sdn Bhd
Unit A-3-6, TTDI Plaza, Jalan Wan Kadir 3, Taman Tun Dr Ismail,
60000 Kuala Lumpur, W.P. Kuala Lumpur
Mauritius
Travel Food Services Global Private Ltd
Intercontinental Trust Limited, Level 3, Alexander House,
35 Cybercity, Ebene, Mauritius
Inactive company
49%1,10
42. Group companies continued
Notes to Company financial statements continued
Corporate governance
Financial statements
Strategic report
Overview
213 SSP Group plc Annual Report 2024
Name
Principal activity
(catering and/or retail
concessions unless
otherwise stated)
Class and percentage
of shares held (100%
ordinary shares* unless
otherwise stated)
Mexico
SSP Mexico Aeropuertos, S. DE R.L. DE C.V.
Oso 127 Int.Oficina 104 A1, Colonia Del Valle Sur,
Benito Juarez C.P. 03104
Netherlands
SSP Nederland BV
Leidseveer 2, 3511 SB, Utrecht, Netherlands
New Zealand
Select Service Partner New Zealand Limited
Level 2, International Terminal, 30 Durey Road, Christchurch Airport,
Christchurch, 8053, New Zealand
Norway
Select Service Partner AS
Oslo Airport, Flyporten, Henrik Ibsens Veg, N-2060,
Gardermoen, Norway
SSP Norway Financing AS
Henrik Ibsens veg 7, 2060 Gardermoen, Norway
Holding company
Oman
Gourmet Foods LLC
PO Box 3340 PC – 112 Muscat Sultanate of Oman
Holding company
24.01%1,12
Philippines
Select Service Partner Philippines Corporation
JME Building No. 35, Calbayog Street, Barangay, Highway Hills,
City of Mandaluyong, NCR, Second District, Philippines
Holding company
52%
SSP-Mactan Cebu Corporation⁶
Terminal 1 Mactan Cebu International Airport, Pusok,
Lapu-Lapu City, Cebu 6015, Philippines
26%1,8
Russia
Select Service Partner Russia LLC⁶
Russian Federation, Moscow region, Khimki, Melnikov Ave.,
13, floor 1, premises 011, Room. 4
Inactive company
Saudi Arabia
SSP Arabia Limited
Jema – 8596, Bld No – 8596, Suwaid Ibn Sakhar, Al Muhammadiyah Dist
PO Box – 23623, Jeddah, Kingdom Of Saudi Arabia
51%
Singapore
Select Service Partner (Singapore) Pte Limited
133 Cecil Street, #14-01, Keck Seng Tower, 069535, Singapore
Name
Principal activity
(catering and/or retail
concessions unless
otherwise stated)
Class and percentage
of shares held (100%
ordinary shares* unless
otherwise stated)
Spain
Foodlasa, SLU
Camino de la Zarzuela, 19-21, 2ª plta., 28023, Madrid, Spain
Select Service Partner S.A.U
Camino de la Zarzuela, 19-21, 2ª plta., 28023, Madrid, Spain
Select Service Partner Spain Financing SLU
Camino de la Zarzuela, 19-21, 2ª plta., 28023, Madrid, Spain
Holding company
SSP Airport Restaurants SLU
Camino de la Zarzuela, 19-21, 2ª plta., 28023, Madrid, Spain
Sweden
Scandinavian Service Partner AB
Arlanda Airport, P.O Box 67, S-19045, Stockholm Arlanda, Sweden
SSP Newco AB
Arlanda Airport, P.O Box 67, S-19045, Stockholm Arlanda, Sweden
Inactive company
SSP Sweden Financing AB
Arlanda Airport, P.O Box 67, S-19045, Stockholm Arlanda, Sweden
Holding company
Switzerland
Rail Gourmet Holding AG
Bahnhofstrasse 10, CH-6300, Zug, Switzerland
Holding company
Select Service Partner (Schweiz) AG
Shopping center/Bahnhofterminal, 8058 Zurich-Flughafen,
Switzerland, PO Box: Postfach 2472
Taiwan
SSP Taiwan Limited
1F, No.13, Ln. 84, He 1st Rd, Keelung City, Jhongjheng District, 202,
Taiwan, Republic of China
Inactive company
Thailand
Select Service Partner Co. Limited⁶
88 The Parq Building, 11th Fl. Ratchadaphisek Road, Klongtoey
Subdistrict, Klongtoey District, Bangkok Metropolis Thailand
49%1
United Arab Emirates
SSP Emirates LLC
Mezzanine Floor, Building No. 85., Hamed Al-Kurby Building, Mussafah,
Shabia 11, MBZ Area, P.O. Box 133357, Abu Dhabi, United Arab Emirates
49%21
42. Group companies continued
Notes to Company financial statements continued
Corporate governance
Financial statements
Strategic report
Overview
214 SSP Group plc Annual Report 2024
Name
Principal activity
(catering and/or retail
concessions unless
otherwise stated)
Class and percentage
of shares held (100%
ordinary shares* unless
otherwise stated)
United Kingdom
Belleview Holdings Limited
Jamestown Wharf, 32 Jamestown Road, London,
United Kingdom, NW1 7HW (‘SSP Group Head Office’)
Inactive company
Belleview Limited
SSP Group Head Office
Inactive company
Millie’s Cookies (Franchise) Limited
SSP Group Head Office
Inactive company
Millie’s Cookies Limited
SSP Group Head Office
Agency company
Millies Limited
SSP Group Head Office
Inactive company
Millie’s Cookies (Retail) Limited
SSP Group Head Office
Agency company
Procurement 2U Limited
SSP Group Head Office
Procurement
company
Rail Gourmet Group Limited
SSP Group Head Office
Holding company
Rail Gourmet UK Holdings Limited
SSP Group Head Office
Holding and
Management
Services company
Rail Gourmet UK Limited
SSP Group Head Office
Select Service Partner Limited
SSP Group Head Office
Agency company
Select Service Partner Retail Catering Limited
SSP Group Head Office
Inactive company
Select Service Partner UK Limited
SSP Group Head Office
SSP Air Limited
SSP Group Head Office
Agency company
SSP Asia Pacific Holdings Limited
SSP Group Head Office
Holding company
SSP Australia Financing Limited
SSP Group Head Office
SSP Bermuda Holdings Limited
SSP Group Head Office
Holding company
SSP Euro Holdings Limited
SSP Group Head Office
Holding company
Name
Principal activity
(catering and/or retail
concessions unless
otherwise stated)
Class and percentage
of shares held (100%
ordinary shares* unless
otherwise stated)
SSP Financing Limited
SSP Group Head Office
Holding and
Treasury company
SSP Financing No. 2 Limited
SSP Group Head Office
Financing
company
3
SSP Financing UK Limited
SSP Group Head Office
Holding and
Management
Services company
SSP Group Holdings Limited
SSP Group Head Office
Holding company
4
SSP Lounge Holdings Global Limited
SSP Group Head Office
Holding company
SSP South America Holdings Limited
SSP Group Head Office
Holding company
SSP TFS HK Lounge Limited
SSP Group Head Office
Holding company
74.5%
Whistlestop Airports Limited
SSP Group Head Office
Inactive company
Whistlestop Foods Limited
SSP Group Head Office
Inactive company
Whistlestop Operators Limited
SSP Group Head Office
Inactive company
United States of America
ATL Dine and Fly, LLC
334 North Senate Avenue, Indianapolis, IN 46204-1708
Inactive company
CBC SSP America DAL, LLC
CT Corporation System, 1999 Bryan Street, Suite 900, Dallas County,
Dallas TX 75201-3136, United States
49%1
CBC SSP America DFW, LLC
CT Corporation System, 1999 Bryan Street, Suite 900, Dallas County,
Dallas TX 75201-3136, United States
49%1
Creative PTI, LLC
CT Corporation System, 160 Mine Lake Court, Suite 200,
Raleigh NC 27615-6417, United States
62.8%17
Crews SSP ATL, LLC
20408 Bashan Drive, Suite 300, Ashburn VA 20147, United States
Inactive company
Flavor of ATL, LLC
CT Corporation System, 289 S Culver Street,
Lawrenceville GA 30046, United States
Inactive company
42. Group companies continued
Notes to Company financial statements continued
Corporate governance
Financial statements
Strategic report
Overview
215 SSP Group plc Annual Report 2024
Name
Principal activity
(catering and/or retail
concessions unless
otherwise stated)
Class and percentage
of shares held (100%
ordinary shares* unless
otherwise stated)
Good Coffee PDX, LLC
780 Commercial ST SE Ste 100 Salem, OR 97218
70%
Harry‘s Airport²⁰
334 North Senate Avenue, Indianapolis, IN 46204-1708
51%
Jackson Airport Concessions, LLC
CT Corporation System, 1200 S. Pine Island Road,
Plantation FL 33324, United States
53.6%
LBC PDX, LLC
780 Commercial Street, SE, Suite 100, Salem, Oregon,
97301, United States
70%
Mack II SSP ATL, LLC
289 S.Culver Street, Lawrenceville, GA 30046, United States
Inactive company
MCO Airport Experience Venture, LLC
20408 Bashan Drive, Suite 300, Ashburn VA 20147, United States
Inactive company
Select Service Partner LLC
Corporation Trust Center, 1209 Orange Street, Wilmington,
New Castle DE 19801, United States
Inactive company
SSP America ABQ, LLC
206 S Coronado Ave, Espanola, NM 87532-2792
SSP America ATL, LLC
289 S.Culver Street, Lawrenceville, GA 30046, United States
Inactive company
SSP America ATW, LLC
20408 Bashan Drive, Suite 300, Ashburn VA 20147, United States
SSP America AZA, LLC
CT Corporation System, 3800 N Central Avenue, Suite 460,
Phoenix AZ 85012, United States
Inactive company
SSP America BDL, LLC
20408 Bashan Drive, Suite 300, Ashburn VA 20147, United States
Inactive company
SSP America BNA, LLC
300 Montvue Road, Knoxville, Tennessee 37919, United States
Inactive company
SSP America BOI, LLC
20408 Bashan Drive, Suite 300, Ashburn VA 20147, United States
SSP America BOS, LLC
CT Corporation System, 155 Federal Street, Ste 700,
Boston MA 02110, United States
60%
SSP America BUR, LLC
20408 Bashan Drive, Suite 300, Ashburn VA 20147, United States
Inactive company
SSP America CID, LLC
CT Corporation System, 400 E Court Ave, Des Moines IA 50309,
United States
90%
Name
Principal activity
(catering and/or retail
concessions unless
otherwise stated)
Class and percentage
of shares held (100%
ordinary shares* unless
otherwise stated)
SSP America CLE, LLC
4400 Easton Commons Way, Suite 125, Columbus, Ohio 43219
70%
SSP America COS, LLC
7700 E Arapahoe Rd, STE 220, Centennial, CO 80112-1268
60%
SSP America CVG, LLC
306 W Main Street, Suite 512, Frankfort KY 40601 United States
Inactive company
SSP America D&B DFW, LLC
1999 Bryan Street, Suite 900, Dallas TX 75201, United States
60%
SSP America DAL, LLC
1999 Bryan St., Suite 900, Dallas, TX 75201-3136
Inactive company
SSP America DEN C Center West, LLC
20408 Bashan Drive, Suite 300, Ashburn VA 20147, United States
SSP America Denver, LLC
7700 E Arapahoe Rd, STE 220, Centennial, CO 80112-1268
75%
SSP America Denver C Core, LLC
7700 E Arapahoe Rd, STE 220, Centennial, CO 80112-1268
Inactive company
SSP America Denver C CTR Core, LLC
20408 Bashan Drive, Suite 300, Ashburn VA 20147, United States
Inactive company
SSP America DFW, LLC
CT Corporation System, 1999 Bryan Street, Suite 900, Dallas County,
Dallas TX 75201-3136, United States
51%
SSP America DFWI, LLC
CT Corporation System, 1999 Bryan Street, Suite 900, Dallas County,
Dallas TX 75201-3136, United States
Inactive company
90%
SSP America DTW, LLC
40600 Ann Arbor Rd, E STE 201, Plymouth, MI 48170-4675
70%
SSP America DTW II, LLC
20408 Bashan Drive, Suite 300, Ashburn VA 20147, United States
Inactive company
SSP America EWR, LLC
820 Bear Tavern Road, West Trenton, NJ 08628
SSP America EWR PB, LLC
820 Bear Tavern Road, West Trenton, NJ 08628
SSP America FAT, LLC
330 N Brand Blvd, STE 700, Glendale, CA 91203
SSP America GEG, LLC
711 Capitol Way S, Suite 204, Olympia, WA 98501
SSP America Gladco, Inc
CT Corporation System, 600 N 2nd Street, Suite 401, Harrisburg,
PA 17101-1071, United States
42. Group companies continued
Notes to Company financial statements continued
Corporate governance
Financial statements
Strategic report
Overview
216 SSP Group plc Annual Report 2024
Name
Principal activity
(catering and/or retail
concessions unless
otherwise stated)
Class and percentage
of shares held (100%
ordinary shares* unless
otherwise stated)
SSP America GSP, LLC
2 Office Park Court, Suite 103, Columbia SC 29223, United States
Inactive company
SSP America HOU, LLC
1999 Bryan Street, Suite 900, Dallas County, Dallas TX 75201-3136,
United States
Inactive company
SSP America Houston, LLC
CT Corporation System, 1999 Bryan Street, Suite 900, Dallas County,
Dallas TX 75201-3136, United States
Inactive company
SSP America HPN, LLC
20408 Bashan Drive, Suite 300, Ashburn VA 20147, United States
Inactive company
SSP America Hudson SAT, LLC
1999 Bryan Street, Suite 900, Dallas TX 75201, United States
Inactive company
SSP America IAD, LLC
4701 Cox Road, Suite 285, Glen Allen, Virginia 23060
55%
SSP America IAH²⁰
CT Corporation System, 1999 Bryan Street, Suite 900, Dallas County,
Dallas TX 75201-3136, United States
SSP America IAH ITRP, LLC
1999 Bryan St, Suite 900, Dallas, Texas 75201, United States
Inactive company
SSP America, Inc.
330 N Brand Blvd., Glendale, California, United States
SSP America IND, LLC
334 North Senate Avenue, Indianapolis, IN 46204-1708
55%
SSP America IND HC, LLC
334 North Senate Avenue, Indianapolis, IN 46204, United States
Inactive company
SSP America JFK, LLC
28 Liberty Street, New York, NY 10005
82%
SSP America JFK T1, LLC
20408 Bashan Drive, Suite 300, Ashburn VA 20147, United States
Inactive company
SSP America JFK T5, LLC
28 Liberty Street, New York, NY 10005
SSP America JFK T6, LLC
20408 Bashan Drive, Suite 300, Ashburn VA 20147, United States
Inactive company
SSP America KCGI JFK T7, LLC
28 Liberty Street, New York, NY 10005
55%
SSP America KCI, LLC
120 South Central Avenue, Clayton, MO 63105, United States
Inactive company
SSP America LBB, LLC
1999 Bryan St., Suite 900, Dallas, TX 75201-3136
70%
Name
Principal activity
(catering and/or retail
concessions unless
otherwise stated)
Class and percentage
of shares held (100%
ordinary shares* unless
otherwise stated)
SSP America LGA, LLC
28 Liberty Street, New York, NY 10005
70%
SSP America MCO, LLC
1200 South Pine Island Road, Plantation, Florida 33324
65%
SSP America MCO II, LLC
CT Corporation System, 1200 South Pine Island Road,
Plantation, FL 33324, United States
Inactive company
SSP America MDW, LLC
CT Corporation System, 208 SO Lasalle Street, Suite 814,
Chicago, IL 60604, United States
51%
SSP America MIA, LLC
20408 Bashan Drive, Suite 300, Ashburn VA 20147, United States
Inactive company
SSP America Milwaukee, LLC
CT Corporation System 301 S. Bedford Street, Suite 1, Madison
WI 53703, United States
61.5%
SSP America MSN, LLC
CT Corporation System 301 S. Bedford Street, Suite 1, Madison
WI 53703, United States
90%
SSP America MSP, LLC
1010 Dale Street N, St Paul, MN 55117-5603, United States
70%
SSP America MSY, LLC
3867 Plaza Tower Dr, Baton Rouge, LA 70816-4378
Inactive company
SSP America OAK, LLC
330 N Brand Blvd, STE 700, Glendale, CA 91203
65%
SSP America OKC, LLC
1833 South Morgan Road, Oklahoma City, OK 73128, United States
Inactive company
SSP America OMA, LLC
20408 Bashan Drive, Suite 300, Ashburn VA 20147, United States
Inactive company
SSP America ONT, LLC
330 N Brand Blvd, STE 700, Glendale, CA 91203
SSP America PBI, LLC
20408 Bashan Drive, Suite 300, Ashburn VA 20147, United States
Inactive company
SSP America PDX, LLC
780 Commercial Street SE, STE 100, Salem, OR 97301
80%
SSP America PHL, LLC
600 N. 2nd Street, Suite 401, Harrisburg, Pennsylvania 17101-1071
65%
SSP America PHX, LLC
3800 N. Central Avenue, Suite 460, Phoenix, AZ 85012, United States
77.65%
42. Group companies continued
Notes to Company financial statements continued
Corporate governance
Financial statements
Strategic report
Overview
217 SSP Group plc Annual Report 2024
Name
Principal activity
(catering and/or retail
concessions unless
otherwise stated)
Class and percentage
of shares held (100%
ordinary shares* unless
otherwise stated)
SSP America PHX T3, LLC
3800 N. Central Avenue, Suite 460, Phoenix, AZ 85012, United States
64.15%
SSP America PIE, LLC
CT Corporation System, 1200 South Pine Island Road,
Plantation, FL 33324, United States
80%
SSP America PIT, LLC
20408 Bashan Drive, Suite 300, Ashburn VA 20147, United States
SSP America RDU, LLC
CT Corporation System, 160 Mine Lake Court, Suite 200,
Raleigh NC 27615-6417, United States
62.80%
SSP America RSW, LLC
1200, South Pine Island Road, Plantation FL 33324 United States
Inactive company
SSP America SAN, LLC
330 N Brand Blvd., STE 700 Glendale, CA 91203, United States
70%
SSP America SAN T1, LLC
330 N Brand Blvd., STE 700 Glendale, CA 91203, United States
Inactive company
SSP America SAT, LLC
1999 Bryan Street, Suite 900, Dallas County, Dallas TX 75201,
United States
Inactive company
SSP America SAT II, LLC
20408 Bashan Drive, Suite 300, Ashburn VA 20147, United States
Inactive company
SSP America SEA, LLC
CT Corporation System, 711 Capitol Way S, Ste 204, Olympia,
WA 98501-1267, United States
50.80%
SSP America SEA II, LLC
CT Corporation System, 711 Capitol Way S, Ste 204, Olympia,
WA 98501-1267, United States
Inactive company
SSP America SFB, LLC
1200 South Pine Island Road, Plantation FL 33324, United States
55%
SSP America SFO, LLC
330 N Brand Blvd, STE 700, Glendale, CA 91203
90%
SSP America SJC, LLC
330 N Brand Blvd, STE 700, Glendale, CA 91203
55%
SSP America Sky Gamerz ATL, LLC
289 S.Culver Street, Lawrenceville, GA 30046, United States
Inactive company
51%
SSP America Sky Gamerz SEA, LLC
711 Capitol Way S, Suite 204, Olympia WA 98501, United States
Inactive company
80%
SSP America SLC, LLC
1108 East South Union Avenue, Midvale, UT 84047, United States
60%
42. Group companies continued
Name
Principal activity
(catering and/or retail
concessions unless
otherwise stated)
Class and percentage
of shares held (100%
ordinary shares* unless
otherwise stated)
SSP America SMF, LLC
330 N Brand Blvd, STE 700, Glendale, CA 91203
60%
SSP America SMF II, LLC
330 N Brand Blvd, STE 700, Glendale, CA 91203
SSP America SNA, LLC
Corporation Trust Center, 1209 Orange Street, Wilmington,
New Castle DE 19801, United States
Inactive company
SSP America SRQ. LLC
1200 South Pine Island Road, Plantation, Florida 33324
SSP America STS LLC
330 N Brand Blvd, STE 700, Glendale, CA 91203
60%
SSP America Tampa, LLC
CT Corporation System,1200 S Pine Island Road,
#250, Plantation FL 33324, United States
52%
SSP America Texas, LLC
1999 Bryan St., Suite 900, Dallas, TX 75201-3136
SSP America Texas, Inc.
CT Corporation System, 1999 Bryan Street, Suite 900,
Dallas County, Dallas TX 75201-3136, United States
Holding company
SSP America (USA), LLC
Corporation Trust Center, 1209 Orange Street, Wilmington,
New Castle DE 19801, United States
Holding company
3
SSP Four Peaks PHX, LLC
CT Corporation System, 3800 N Central Avenue, Suite 460,
Phoenix AZ 85012, United States
69.89%19
SSP Hudson BNA Concessions, LLC
300 Montvue Road, Knoxville, Tennessee 37919, United States
Inactive company
Notes to Company financial statements continued
Corporate governance
Financial statements
Strategic report
Overview
218 SSP Group plc Annual Report 2024
Part B – Associates
Name
Principal activity
(catering and/or retail
concessions unless
otherwise stated)
Class and percentage of
shares held (100%
ordinary shares* unless
otherwise stated)
Belgium
Railrest SA⁶
Fonsnylaan 13, 1060 Sint-Gillis Brussels, Belgium
49%
Cyprus
Cyprus Airports (F&B) Limited
Larnaca International Airport, P.O.Box 43024 6650, Larnaca, Cyprus
30.0%9
France
Epigo Présidence Sarl
Continental Square I, Batiment Uranus, 3 place de Londres,
Aeroport Paris-Charles de Gaulle, 93290, Tremblay-en-France, France
Management
Services company
50%2
Extime Food & Beverage Paris SAS
4 rue de la Haye, 93290 Tremblay-en-France, France
50%
India
FLFL Travel Retail Bhubaneswar Private Limited⁵
Knowledge House, Shyam Nagar, Off. JVLR. Jogeshwari (East),
Mumbai, 400 060, India
24.01%14
FLFL Travel Retail Guwahati Private Limited⁵
Knowledge House, Shyam Nagar, Off. JVLR. Jogeshwari (East),
Mumbai, 400 060, India
24.01% 14
FLFL Travel Retail Lucknow Private Limited⁵
Knowledge House, Shyam Nagar, Off. JVLR. Jogeshwari (East),
Mumbai, 400 060, India
24.01%14
FLFL Travel Retail West Private Limited⁵
Knowledge House, Shyam Nagar, Off. JVLR. Jogeshwari (East),
Mumbai, 400 060, India
24.01%14
GMR Hospitality Limited
BCCL, Times Internet Building, Second Floor, Plot No. 391,
Udyog Vihar Phase - III Gurugram Gurgaon 122016 India
14.7%24
Muffin Design Solutions Private Limited
No F-7 NVT Arcot Vaksanna Sarjapur, Attibelle Road, Sariapur,
Bangalore, KA 562125, India
Design and
architectural
services
25%
Name
Principal activity
(catering and/or retail
concessions unless
otherwise stated)
Class and percentage of
shares held (100%
ordinary shares* unless
otherwise stated)
Semolina Kitchens Private Limited
504, Regus, Level-5, Caddie Commercial Tower,
Hospitality District Aerocity Delhi New Delhi 110037 India
49%1,10
Travel Food Works Private Limited
Block A, South Wing,1st floor, Shiv Sagar Estate, Dr. Annie Besant Road,
Worli, Mumbai, 400018 India
49%2
Travel Retail Services Private Limited
Block A, South Wing,1st floor, Shiv Sagar Estate, Dr. Annie Besant Road,
Worli, Mumbai, 400018 India
49%2,13
Qatar
Qatar Airways SSP LLC⁵
Fourth Floor, Room No. 401, Building No 133, Area No 48, Qatar Airways
Tower 3, Old Airport Road, St. No 310, Doha, Qatar
49%
United Arab Emirates
Muffin Group LLC
Sharjah Media City, Sharjah, United Arab Emirates
25%
United States of America
Midway Partnership, LLC⁶
CT Corporation System, 208 SO Lasalle Street, Suite 814, Chicago,
IL 60604, United States
50%2,18
SSP America BTR, LLC
3867 Plaza Tower Dr. Baton Rouge, LA 70816
51%2
SSP Hudson Pie Concessions, LLC
Corporation Service Company, 1201 Hays Street, Tallahassee, FL 32301
50%2
42. Group companies continued
Notes to Company financial statements continued
Corporate governance
Financial statements
Strategic report
Overview
219 SSP Group plc Annual Report 2024
42. Group companies continued
Part C – Other Investments
Name
Principal activity
(catering and/or retail
concessions unless
otherwise stated)
Class and percentage
of shares held (100%
ordinary shares* unless
otherwise stated)
KCorp Charitable Foundation²²
Shop 1, Floor G, Rashid Mansion, Dr Annie Besant Road, Lotus Junction,
Worli, MUMBAI Maharashtra 400018 India
N/A2
In One Basket Limited
Nick Philpot, 22a Adolphus Road, London, N4 2AZ, United Kingdom
5.51%25
Notes
*
Ordinary shares includes references to equivalent in other jurisdictions.
1
SSP has control over the relevant activities of these entities including establishing budgets and operating plans, appointment of key management
personnel and ongoing review of performance and reporting procedures, and as such meets the consolidation requirements of IFRS 10
‘Consolidated Financial Statements’.
2 SSP does not have control as defined by IFRS 10 ‘Consolidated Financial Statements‘.
3 Includes 100% of preference shares.
4 Holding held directly by the Company.
5 This undertaking has a 31 March year end.
6 These undertakings have a 31 December year end.
7 100% of the shares are held by Select Service Partner Co. Limited (Thailand).
8 50% of the shares are held by Select Service Partner Philippines Corporation.
9 49.98% of the shares are held by SSP Louis Airports Restaurants Limited.
10 100% of the shares are held by Travel Food Services Ltd.
11 60% of the shares are held by Travel Food Services Ltd.
12 49% of the shares are held by Travel Food Services Global Private Ltd.
13 99.9% of the shares are held by Travel Food Works Private Ltd.
14 49% of the shares are held by Travel Retail Services Private Ltd.
15 44.4% of the shares are held by Travel Food Services Ltd.
16 91% of the shares are held by the other shareholder as bare nominee.
17 100% of the shares are held by SSP America RDU, LLC.
18 50% of the Class A shares are held by SSP America, Inc.
19 90% of the shares are held by SSP America PHX, LLC.
20 The principal place of business of the unincorporated entities in the USA is 20408 Bashan Drive, Suite 300, Ashburn, VA 20147, USA.
21 2% of the shares are held by the other shareholder as bare nominee.
22 This company has no share capital but it has corporate members which include Travel Food Services Ltd, Travel Food Services Chennai Private Ltd,
Travel Food Services Kolkata Private Ltd, Travel Food Services (Delhi Terminal 3) Private Ltd and Travel Retail Services Private Ltd.
23 50.1% of the ordinary shares and 100% of the preference shares are held by SSP Asia Pacific Holdings Limited and 49.9% of the ordinary shares
are held by Travel Food Services Ltd.
24 30% of the ordinary shares are held by Travel Food Services Ltd.
25 5.51% held post investment (12 Jan 24). This percentage will reduce given expected follow-on investment & outstanding options & convertible rights.
Notes to Company financial statements continued
Corporate governance
Financial statements
Strategic report
Overview
220 SSP Group plc Annual Report 2024
ABC
Anti-bribery and corruption
AGM
Annual General Meeting
APAC
Asia Pacific
APM
Alternative performance measure
AI
Artificial Intelligence
Articles
the Company’s Articles of Association
BEIS
The Government Department for Business, Energy and Industrial Strategy
BK
Burger King
c.
circa
CO2e
Carbon dioxide equivalent
CGU
Cash generating unit
CSA
Control Self-Assessment
DACH
Germany, Austria and Switzerland
DE&I
Diversity, Equity & Inclusion
DSBP
Deferred Share Bonus Plan
DTRs
Disclosure Guidance and Transparency Rules of the FCA
EBITDA
Earnings before interest, tax, depreciation and amortisation
EEME
Eastern Europe and Middle East
ENED
Non-Executive Director for Workforce Engagement
ESEF
European Single Electronic Format
ESG
Environmental, Social, and Governance
F2F
Farm to Fork
F&B
Food and Beverage
FAWC
Farm Animal Welfare Council
FDA
Food and Drug Administration
FLSA
Fair Labour Standards Act
Franchise Brands
Brands franchised from other brand owners
FRC
Financial Reporting Council
FTE
Full time equivalents
FY22
Financial year 2022
FY23
Financial year 2023
GAP
Group Authorisation Policies
GDPR
General Data Protection Regulation
GHG
Greenhouse Gas
GRI
Global Reporting Initiative
H&S
Health and Safety
HY
Half Year
IEA
International Energy Agency
IFRS
International Financial Reporting Standards
ISA (UK)
International Standards on Auditing (UK)
JV partners
Non-controlling owners in non-wholly owned subsidiaries
KPIs
Key performance indicators
LFL
Like-for-like
LGBT+
Lesbian, Gay, Bisexual, Transgender plus
M&A
Mergers and acquisitions
M&S
Marks and Spencer
MSAs
Motorway Service Areas
MTP
Medium term plan
NED
Non-executive director
NGO
Non-government organisation
NGFS
Network of Central Banks and Supervisors for Greening the Financial System
NPA
Note Purchase Agreement
OAT
Order at Table
Own brands
SSP’s proprietary brands and bespoke concepts that SSP operates
Pre-IFRS 16 underlying
EBITDA
EBITDA adjusted for the impact of IFRS 16 and any non-underlying items
PSP
Performance Share Plan
PY
Prior year
RSP
Restricted Share Plan
SASB
Sustainability Accounting Standards Board
SBTi
Science Based Targets Initiative
SDGs
UN’s Sustainable Development Goal
SEDEX
Supplier Ethical Data Exchange
TCFD
Task Force on Climate-related Financial Disclosures
TFS
Travel Food Services Limited
UAE
United Arab Emirates
UK&I
United Kingdom and Ireland
UNHCR
UN Refugee Agency
USPP
US Private Placement
WiHTL
Welcoming Everyone in Hospitality, Travel and Leisure
Glossary
Corporate governance
Financial statements
Strategic report
Overview
221 SSP Group plc Annual Report 2024
Company information
Forward-looking statements
Certain information included in this Annual Report and Accounts is forward looking and involves risks,
assumptions and uncertainties that could cause actual results to differ materially from those expressed
or implied by forward-looking statements.
Forward-looking statements cover all matters which are not historical facts and include, without
limitation, projections relating to results of operations and financial conditions and the Company’s
plans and objectives for future operations, including, without limitation, discussions of expected future
revenues, financing plans, expected expenditures and divestments, risks associated with changes in
economic conditions, the strength of the food and support services markets in the jurisdictions in which
the Group operates, fluctuations in food and other product costs and prices and changes in exchange and
interest rates. Forward-looking statements can be identified by the use of forward-looking terminology,
including terms such as ‘believes’, ‘estimates’, ‘anticipates’, ‘expects’, ‘forecasts’, ‘intends’, ‘plans’, ‘projects’,
‘goal’, ‘target’, ‘aim’, ‘may’, ‘will’, ‘would’, ‘could’ or ‘should’ or, in each case, their negative or other variations
or comparable terminology. Forward-looking statements in this Annual Report and Accounts are not
guarantees of future performance. All forward-looking statements in this Annual Report and Accounts
are based upon information known to the Company on the date of this Annual Report and Accounts.
Accordingly, no assurance can be given that any particular expectation will be met and readers are
cautioned not to place undue reliance on forward-looking statements, which speak only at their
respective dates.
Additionally, forward-looking statements regarding past trends or activities should not be taken as a
representation that such trends or activities will continue in the future. Other than in accordance with
its legal or regulatory obligations (including under the UK Listing Rules and the Disclosure Guidance
and Transparency Rules of the Financial Conduct Authority), the Company undertakes no obligation
to publicly update or revise any forward-looking statement, whether as a result of new information,
future events or otherwise.
Nothing in this Annual Report and Accounts shall exclude any liability under applicable laws that cannot
be excluded in accordance with such laws.
SSP Group plc
Jamestown Wharf
32 Jamestown Road
London
NW1 7HW
+44 20 7543 3300
www.foodtravelexperts.com
Company number: 5735966
Investor relations
investor.relations@ssp-intl.com
Media relations
press.office@ssp-intl.com
Recruitment
https://careers.foodtravelexperts.com/
Corporate governance
Financial statements
Strategic report
Overview
222 SSP Group plc Annual Report 2024
Designed and produced by Gather
www.gather.london
Printed by Pureprint
Pureprint are a CarbonNeutral® company with FSC® chain of custody
and an ISO 14001 certified environmental management system
diverting 100% of dry waste from landfill.
This Report is printed on paper from well-managed, FSC® Certified
forests and other controlled sources.
SSP Group plc
Jamestown Wharf
32 Jamestown Road
London
NW1 7HW
+44 20 7543 3300
www.foodtravelexperts.com
Company number: 5735966