Wincanton

Annual Report and Accounts 2013

Manufacturing

Expertise

Retail

Unlocking  
potential in the 
supply chain

Systems

Defence

Multichannel

Contents

1

Overview 
Chairman’s review 

2

Review of strategy 
Chief Executive’s review 
Aircraft Carrier Alliance case study 
London 2012 Games case study 
Kiddicare case study 

3

Financial review 
Mitigating key risks 

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3
6
8
10
12

14
19

4

Working responsibly 
Environment 
Employee engagement 
Health and safety 
Charity and community 

5

Directors’ report 
Board of Directors 
Governance 
Directors’ remuneration report 
Other statutory information 
Independent auditor’s report 

6

Accounts 
Additional information 
Shareholder information 

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20
21
21
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29
37
39

40
79
80

www.wincanton.co.uk

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Wincanton plc Annual Report and Accounts 2013
Overview

1

Overview

We have built on 
our leading position in the 
UK and Ireland market, with 
increased operating profit, 
improved margin and good 
progress against our strategic 
plan. Our focus on delivering 
innovative solutions that improve 
efficiencies will continue to 
drive value for both our 
customers and the Group.

Financial 
highlights

Revenue (£m)

Underlying EBITDA (£m)

Underlying operating profit (£m)

Underlying margin (%)

Underlying profit before tax (£m)

Profit/(loss) before tax (£m)

Underlying EPS (pence)

Basic EPS (pence)

Net debt (£m)

2013

2012

Change

1,086.8

1,202.8

–9.6%

63.7

46.5

4.3

32.1

24.8

20.4

15.8

60.9 +4.6%

43.8 +6.2%

3.6

70bps

28.8 +11.5%

(47.4)

16.9 +20.7%

(89.3)

107.6

114.5

–6.0%

 
 
 
 
 
 
2

Wincanton plc Annual Report and Accounts 2013
Overview

Chairman’s 
review

Introduction

The 2012/13 year has seen Wincanton deliver another solid 
performance. The business is now solely focused on its 
supply chain logistics operations in the UK and Ireland and 
recorded a clean set of trading results.

The UK and Ireland economies have been broadly flat over 
the last year, resulting in continued competitive pressure 
in our marketplace. As our customers have moved to adapt 
their own business models to the economic conditions, 
they have retained a tight focus on their costs. We have 
responded to their needs by continuing to drive cost 
efficiencies and by offering bespoke services to deliver 
innovative solutions for them whilst driving value for the 
Group. We are pleased to have increased profitability 
through a blend of new contract momentum, continued 
cost focus and internal efficiency programmes.

Results

Revenue for 2012/13 of £1,086.8m represents a 9.6 per cent 
decrease compared to £1,202.8m in 2011/12. This fall was 
expected due to the inclusion of the Foodservice business in 
the previous year and the loss of certain contracts in the prior 
year, together with the lower level of customer volumes through 
some business units. Pleasingly, despite the reduction in 
revenue, underlying operating profit has increased by 6.2 per 
cent from £43.8m to £46.5m. The result after tax improved from 
a loss of £102.4m, after exceptional costs of £68.0m and losses 
from discontinued operations of £61.8m, to a profit of £18.3m. 
Closing net debt reduced to £107.6m from £114.5m at the end 
of the previous year. The Group is focused on reducing net debt 
and improving its balance sheet position which also includes a 
significant pension scheme deficit of £148.7m (2011/12: £118.2m). 
The Board has therefore concluded that it is not appropriate to 
consider a dividend payment at this time.

People and Board

Our people are key to the excellent reputation for operational 
delivery that Wincanton continues to hold with its customers. 
They have remained focused on providing excellent service to 
our customers in an ever challenging commercial environment. 
I wish to thank all of our employees for their commitment and 
dedication to the business and our customers.

There have been a number of changes to the composition of 
the Board during the year. In July 2012 Neil England retired from 
the Board and David Radcliffe and Martin Sawkins joined the 
Board. Both bring significant experience from large business-to-
business service organisations and have been significant 
contributors to the Board in this initial period. David brings 
strong sales and service insights as Chief Executive of corporate 
travel provider, Hogg Robinson Group plc and Martin has 
extensive experience of managing human capital in a large 
people based business as the HR Director of Rentokil Initial plc. 
In November 2012 Jon Kempster decided to leave the Group 
and in January 2013 Adrian Colman joined the Board as Group 
Finance Director. Adrian was previously Group Finance Director 
of Psion plc, through to its acquisition by Motorola Solutions, Inc. 
in October 2012.

Priorities and prospects

Wincanton now has a stable business platform that has 
delivered profit growth in the year. We have a high quality, blue 
chip customer base and a dedicated workforce. In the coming 
year our focus will remain unchanged on operational delivery, 
customer retention and new contract wins to continue the 
momentum in trading performance that has been achieved this 
year. Cost reduction will also be a continuing focus, to maximise 
the opportunity from the Group’s assets and to drive efficiency 
to support competitive terms for contract renewals.

The Board and senior management team are extremely focused 
on cash generation in order to both manage down the level of 
debt in the business and in meeting its pension obligations.

Outlook

The Group has demonstrated the ability to increase profitability 
in a broadly flat economy. We intend to build on this 
improvement by maximising the efficiency of our assets and 
by continuing to add value to our customers by offering them 
innovative supply chain solutions which help them deal with the 
changes in their markets. Together with continued operational 
excellence, we expect the Group to make further progress 
during the coming year.

Steve Marshall
Chairman

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Wincanton plc Annual Report and Accounts 2013
Review of strategy

2

Review of 
strategy

Unlocking potential – 
strategy and 
business model

Strategy

Business 
model

The Group’s reputation for delivering very high levels of 
operational excellence and service delivery provide the 
foundation of the Group’s future development as it seeks 
to grow not only in the established areas of logistics 
operations but also to broaden its offerings into other 
value enhancing areas in supply chain services.

The Group’s strategy is set out under the following three 
strategic pillars:

> Continuing our operational focus on the UK and Ireland, 
seeking to develop our existing service propositions for 
customers across current and new market segments.
 – Develop existing service propositions for customers in a diverse 

range of markets

 – Focus on core strengths and margin improvements
 – Drive contract renewals and filling of empty space

> Establishing broader ‘supply chain solutions’ to unlock our 
customers’ potential and leverage our strong capabilities in 
operations, systems and processes.
 – Leverage our strong capabilities in operations, systems and 

processes to develop higher margin revenue streams

 – Help customers to address challenges and unlock the potential 

in their supply chains

> Driving ongoing cost reductions

 – Continue to reduce operating costs across the organisation

Progress in the year against this strategy is set out in more detail 
in the Chief Executive’s review on pages 6 and 7.

Our markets and customers

The majority of the Group’s markets in our contract logistics 
business are linked to the consumption of materials and 
products. As such, the growth dynamics of the wider logistics 
industry are correlated to macroeconomic movements in the 
UK and Ireland markets. The Group’s focus sectors in the UK and 
Ireland in the current year have been the following, where the 
Group typically works with major blue chip organisations:

Construction  
Defence  
FMCG  
Fuels and energy  
Public sector  
Retail

We have formidable strengths in these sectors and leading 
companies rely on Wincanton’s range of services and solutions 
to manage and continue to deliver operational excellence and 
innovative solutions. In retail we partner with best-in-class 
solutions providers to solve issues for retailers in the new and 
evolving omnichannel environments, whether they be a 
traditional bricks and mortar retailer moving to online, or an 
online retailer looking to expand into the high street. In the 
strong and growing defence logistics sector, we continually 
apply best practice from the high street and new thinking to 
procurement and operations to manage the complexities of 
some of the UK’s largest defence programmes.

Wincanton’s high quality, stable customer base produces a 
reliable and broadly steady revenue stream to the business. 
Average customer contract lengths are between three and five 
years. However, due to the high renewal rate of contracts that 
the Group holds, the average relationship length with many 
customers significantly exceeds this duration.

In the short term, fluctuations in the sales or consumption levels 
of these customers does not radically impact the Group, in part 
due to the proportion of the Group’s business that is conducted 
on an open book operating model as described overleaf.

Wincanton will continue to focus on the challenges its 
customers face and to sharpen the Group’s propositions. 
This will increase the strength of these relationships and widen 
the breadth of services we provide to them.

 
 
 
 
 
 
Square feet of 
warehousing space

6 million

Operating  
responsibilities for 
vehicles

3,350

4

Wincanton plc Annual Report and Accounts 2013
Review of strategy

Unlocking potential – strategy and business model

Business 
structure

Wincanton is a leading 
provider of supply 
chain logistics solutions
in the UK and Ireland. 
In total, we have:

Employees

16,000

The Group is organised 
under two operating 
segments that work 
across all sectors:

Revenue

Underlying operating profit

Services

Locations

200

Contract 
logistics

£0.9bn

£38.0m

Specialist 
businesses

£0.2bn

£8.5m

Pullman
> Fleet management and  
maintenance solutions

> UK wide network
> 24/7 fleet assist
> Mobile service and repair
WRM
> Secure document and data storage
> Document shredding
> Scanning and imaging
Containers
> Transport and storage
> Tail lift skeletal

> Road transport and home delivery
> Multichannel fulfilment solutions
> Dedicated and shared user warehousing
> Bonded warehousing
> Returns management, co-packing
> Operational start-up services, change management
> Supply chain consulting and system design
> Supply chain technology implementation  

and hosting

Customers include

> AgustaWestland
> ASDA
> BAE Systems
> CEMEX
> Dairy Crest
> GlaxoSmithKline
> H J Heinz

> Home Retail Group
> Kiddicare
> Kingfisher Group
> Lafarge
> Marks & Spencer
> Morrisons
> the NHS

> Premier Foods
> Procter & Gamble
> Rolls Royce
> Sainsbury’s
> Tesco
> Waitrose 

Wincanton plc Annual Report and Accounts 2013
Review of strategy

On-site scanning by Wincanton 
Records Management (WRM) 
provides the NHS with reliable 
and secure patient storage
Earlier this year, the Health Secretary challenged the NHS 
to go paperless by 2018, and the NHS Commissioning 
Board is now pushing for electronic patient records  
by 2014.

WRM has been managing medical records in hospitals, 
clinics and GP surgeries across the UK and Ireland for 
over 20 years and, in the last year, has been awarded 
a five year framework agreement with the Scottish 
NHS. This has enabled us to compete for contracts for 
the scanning and records management of Scotland’s 
14 Health Boards. To date, two contracts have come up 
for tender – NHS Grampian and NHS Lanarkshire – and 
Wincanton has won both, providing a great foundation 
for other opportunities.

Ensuring that patient records are managed, stored and 
protected is an important concern, and as a result of 
working with WRM, NHS Grampian now has a service 
which ensures that patient health records are securely 
managed, easily accessible and available 24 hours a day.

Operating 
model

Wincanton provides best in class supply chain logistics 
services and other specialist services utilising an asset light 
business model. The Group contracts on two primary 
methods namely open book and closed book contracts.

Open book operations
In open book contract arrangements the Group earns a 
management fee for the services it provides for outsourced 
supply chain activities on behalf of a customer. Wincanton will 
manage and pass through the expenses of the operation to the 
customer based on tightly managed budgets. There are usually 
fee enhancements that can be earned based on operational 
and financial performance targets being met for the customer. 
In many cases it operates the properties and vehicles of its 
customers on their behalf or alternatively, the Group will take 
on these properties and vehicles but will contract such that 
there is no exposure at the end of the customer agreement 
if the business is not renewed. Additionally, employee related 
liabilities are usually minimised as a result of TUPE legislative 
transfers at the end of a contractual period. As such it avoids 
taking any of the substantial business risks associated with these 
assets and hence earns a proportionately modest margin from 
these operations.

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“Before working with Wincanton Records 
Management, our paper documents took 
up large amounts of storage space, were
difficult to move and could be difficult to find
in an emergency. Since converting our health 
records using the electronic scanning process 
from WRM, patient records and information
are securely stored and quickly accessible to 
our health care professionals.

We plan to expand this on-site scanning
service so that all records are made available 
electronically.” 

Lesley Allan, Head of Health Records 
at NHS Grampian

Closed book operations
In closed book operations the Group retains the principal 
business return opportunity and risk in the contract. Where the 
Group operates on a closed book basis it seeks to maintain 
higher margins, albeit that the third party logistics market is 
mature and pricing is competitive.

The ratio of open to closed book activities of the business overall 
is c. 60:40, however within the Specialist businesses segment this 
is almost entirely closed book.

Asset efficiency
To further reduce the residual risks falling to the Group and to 
maximise the cost-efficiency of operations for our customers, 
our business model encompasses a significant degree of 
flexibility to procure and deploy our assets.

We seek to maximise the occupancy of the properties under our 
management. Where properties are not used for dedicated 
customer operations or where customers wish to gain additional 
efficiency, we seek to create shared user warehousing solutions 
to enable multiple users to gain cost-effective and flexible access 
to storage.

Our transport services incorporate our dynamic planning 
solutions to optimise transport activities around the Group. 
In managing transport fleets, we implement ‘control tower’ 
practices and metrics that enable us to maximise utilisation 
of vehicles and give full visibility to the customer. We operate 
our own vehicle fleet together with a high quality pool of 
subcontract transport and haulage operators to provide 
maximum flexibility for our customers. Within our own fleet 
we continually seek to gain further efficiencies at a Group level 
from better utilisation across the business.

 
 
 
 
 
 
6

Wincanton plc Annual Report and Accounts 2013
Review of strategy

Chief 
Executive’s  
review

Delivering  
the plan

Introduction

Over the past 12 months, we have continued to build 
our leading position in the UK and Ireland supply chain 
logistics market. Disposing of our Mainland European 
operations and the exit from the Foodservice business 
last year has allowed us to fully focus on developing 
our core UK and Ireland business, arresting the decline 
in underlying operating profit and generating new 
opportunities across a range of sectors. The economies 
of the UK and Ireland have been broadly flat in 2012/13 
and hence our market place is competitive, however our 
new business wins and increase in underlying operating 
profit demonstrate that we are making good progress. 
We remain acutely focused on margin growth, cost 
reduction and cash flow generation to reduce the level of 
debt, and the management of the Group’s pension deficit.

Financial performance

The Group delivered revenue from its UK and Ireland operations 
of £1,086.8m in the year. This was lower than last year’s revenue 
of £1,202.8m primarily due to the impact of certain operations 
that were insourced by customers in 2011/12, lower volumes of 
business through certain customers in the year and the 
revenues from the Foodservice business reported in the prior 
year through to its closure. The ongoing focus on cost reduction 
together with the delivery of higher value service offerings in the 
year, partially mitigated by the pressure on margins in contract 
renewal negotiations, enabled the Group to grow underlying 
operating profit from £43.8m in 2011/12 to £46.5m in 2012/13.

Delivering against our strategy

Our strategy has remained unchanged and progress against the 
three strategic pillars is described opposite.

See Aircraft 
Carrier Alliance 
case study 
on pages 8 and 9

Continue to drive improvements in our existing operations 
and service propositions
We continue to deliver excellent customer service across a wide 
range of industries and complex projects including, for the 
Aircraft Carrier Alliance (a partnership between BAE Systems, 
Babcock, Thales and the Ministry of Defence), the supply of a 
complex logistics management operation for the collection, 
storage and delivery to the shipyard of parts, components and 
subassemblies. We have handled and supplied over 12.5 million 
items, including a 120 tonne gas turbine assembly (the biggest 
in the world) with three more to follow.

During the year the Group secured a number of new contract 
wins across a diverse range of customers. Wins included new 
customers to the Group such as LOCOG and Tilda and new areas 
of work with existing customers including Morrisons, the NHS, 
CEMEX, Rolls Royce, Sainsbury’s, BAE Systems and Valero.

We were especially delighted to support the London 2012 
Games as a supplier of warehousing and logistics services. 
Our dedicated teams supplied and installed warehouse systems 
in two London logistics centres, and then handled millions of 
items from medal rostrums through to athletes’ beds and 
sporting equipment.

Another important measure of success is through the retention 
of business at contract renewal and we were pleased to have 
renewed contracts within our core operations across all 
industry sectors.

Read about 
our involvement 
with the London 
2012 Games  
on pages 10 and 11

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Our people

A major strength in our business is our people, who lead the 
way for the business to grow. On a daily basis, the intellect, 
diligence and innovative thinking of our teams is utilised to solve 
complex supply chain issues. None more so than in the on time 
delivery of complex operational start-ups for convenience store 
distribution centres for both Morrisons and Sainsbury’s which 
successfully went live in the year.

The health and safety of our colleagues is of paramount 
importance. During the year the Group has continued to focus 
on training and education initiatives to enhance the safe 
working culture within the organisation. Programmes focusing 
on Manual Handling and Safer Vehicle Loading/Unloading have 
contributed to a reduction in the reported rates of incidents 
compared with the prior year and this will remain an ongoing 
area of focus.

In order to obtain greater understanding and insight into the 
challenges our customers face, we have recruited people with 
specific sector experience to strengthen our team and add 
insight and innovation to our propositions. We aim to nurture 
and grow the talent base in our organisation to help us develop 
new solutions and extend the scope of our operations with 
customers. We established the Wincanton Academy this year to 
provide a development programme for our aspiring and junior 
managers to develop their skills and expertise around customer 
excellence, leadership and commercial finance.

Priorities for the coming year

In the coming year we will continue the work from this year 
to ensure we further improve our performance. We do not 
expect the economic environment in the UK and Ireland to 
offer any relief and as such we will focus on winning market 
share and capture customer opportunities through the 
development of supply chain solutions and the cross-selling 
of products and services.

In addition to growing the business and broadening our offering 
we will continue to drive out further costs by improving the 
efficiency of our operating model across our three main asset 
pools of people, property and fleet. We believe further 
enhancements from these areas and continued attention to 
detail will maximise our operational performance and generate 
increased levels of free cash flow going forward.

Wincanton plc Annual Report and Accounts 2013
Review of strategy

Establish broader supply chain solutions
We have established broader supply chain solutions to unlock 
potential in our customers’ supply chains and we continue to 
leverage our expertise, systems and infrastructure to add real 
value to their operations. During the year the Group had 
particular success in delivering start-up operations for customers 
incorporating Wincanton project management, process and 
systems design against tight deadlines. These value added 
solutions and consulting services enable Wincanton to provide 
value enhancing services to our customers and to generate 
improved returns for the Group.

We have made progress with offering broader ‘supply chain 
solutions’ in the year, in particular with the extensive 
technological developments inherent in the convenience 
store distribution centre solutions. By increasing the ‘value 
added’ in our solutions we have both increased the return 
from such projects and also the depth of our relationships 
with our customers.

With Kiddicare, Wincanton was able to help the retailer navigate 
its way to building a store presence within 16 weeks of project 
conception. With surety of supply a key requisite, Wincanton 
took responsibility for integration of online and offline sales, 
network design, stock allocation and store build to ensure a 
successful launch for Kiddicare.

Read how we helped  
Kiddicare build a 
store presence  
on pages 12 and 13

With Morrisons we successfully opened their first convenience 
store distribution centre, utilising our systems solution. We also 
provided significant project management expertise to ensure 
the warehouse start-up and systems infrastructure was 
brought on stream in time for the launch of the service. 
Our strong partnership with Morrisons and reputation for 
delivery against tight deadlines will position us well to win 
other design, implementation and project management 
services for start-up projects which we would also expect to 
run and manage once operational.

Drive ongoing cost reductions
We continue to drive ongoing cost reductions across the 
organisation as evidenced by the improvement in our 
underlying operating margin from 3.6 per cent in 2011/12 to 
4.3 per cent in 2012/13. This benefits our customers in terms of 
lowering their cost of operations in open book contracts and 
improves our margins in closed book contracts. Using the skills 
and experience we have in the business enables us to continue 
to improve efficiency of operations which also enhances our 
ability to retain business with customers.

 
 
 
 
 
 
8

Wincanton plc Annual Report and Accounts 2013
Review of strategy

Delivering the  
Nation’s flagships

Wincanton is supporting the Aircraft Carrier 
Alliance (ACA) through the inspection, storage 
and distribution of parts from over 100 specialist 
suppliers to manage the build of the Queen 
Elizabeth Class aircraft carriers. 
The ACA is a unique partnering relationship 
between BAE Systems, Thales, Babcock and 
the Ministry of Defence.

“In partnership with Wincanton, the 
ACA now has a new and innovative
supply chain solution to successfully 
manage one of the largest, most 
complex and highest single value build 
programmes that the UK defence 
industry has ever seen.”
Dougie McInnes Supply Chain Director, 
Aircraft Carrier Alliance

120

tonne turbine
A 120 tonne £13 million gas turbine 
assembly (the biggest in the world) 
is one of the 12.5 million items 
handled since start-up.

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Wincanton plc Annual Report and Accounts 2013
Review of strategy

99.7%

stock accuracy
Key to achieving in excess of 99.7% 
stock accuracy is Wincanton’s own 
IT platform which interfaces directly 
with the ACA’s ERP purchasing 
system providing a single view 
of inventory. 

On time and within budget
Critical to the success of the programme is the need to 
ensure that the build proceeds to budget and to schedule, 
particularly in view of the Strategic Defence Review and 
the public interest in this programme. Any delays to the 
build create huge impacts on cost and the role that the 
partnership between the ACA and Wincanton plays is key 
to the successful delivery of the aircraft carriers.

We have used our transport planning expertise, with a 
control tower approach, to consolidate supplier deliveries, 
reducing the ACA’s anticipated transport spend by 
60 per cent.

Key to achieving in excess of 99.7 per cent stock accuracy 
is Wincanton’s own IT platform which interfaces directly 
with the ACA’s ERP purchasing system providing a single 
view of inventory. The system also controls weight 
distribution throughout the racking – critical for items that 
weigh anything from just a few grams to tens of tonnes. 

Over 12.5 million items have been handled since start-up 
ranging from a single washer, to a cut glass decanter and 
glasses rumoured to originate from HMS Victory, through 
to a 120 tonne £13 million gas turbine assembly (the 
biggest in the world).

 
 
 
 
 
 
10

Wincanton plc Annual Report and Accounts 2013
Review of strategy

Supplier of warehousing, 
transport and logistical 
services (all venues) to the 
London 2012 Games 

During London 2012 Wincanton 
 > Handled over 15 million items from two London logistics centres 
with one million square feet of space, storing everything from 
post-it notes to referees’ boats and gymnastic flooring

 > Supplied games equipment for all 35 competition venues and 
65 non competition venues filling around 60 vehicles per day

 > Installed, moved and recovered in excess of 10,000 lane 

demarcation and crowd control barriers during the road cycling, 
marathon, triathlon and racewalking events

 > Received and receipted 115 trucks full of equipment, including 
hundreds of beds and artificial turf for the Opening Ceremony
 > Delivered 500 bulk loads of wholesome water to Greenwich,  

Lee Valley and Eton 

15
million items

Handled over 15 million items 
from two London logistics centres with 
one million square feet of space, storing 
everything from post-it notes to referees’ 
boats and gymnastic flooring.

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Wincanton plc Annual Report and Accounts 2013
Review of strategy

10,000

Installed, moved and recovered in 
excess of 10,000 lane demarcation and 
crowd control barriers during the road 
cycling, marathon, triathlon and race 
walking events.

Teamwork and planning
With over two years of planning, Wincanton played a large part 
behind the scenes in helping to make the London 2012 Games the 
outstanding success it was. With three separate contracts including 
LOCOG, Wincanton was involved with supplying equipment and 
support for every single Games venue across the UK. Handling 
literally everything from commemorative medals, certificates and 
souvenir programmes through to furniture for the athletes’ village 
and sand for the equestrian venue. We are exceptionally proud of 
the contribution we made.

Involved at a very early stage, we facilitated the supply of equipment 
for 43 different test events in the run up to the Games, the Games 
themselves and the opening and closing ceremonies. We also 
advised on health and safety, and provided support staff for the 
Logistics Control Centre. 

Maintaining the supply chain 
for our customers
Away from the official games venues, we worked hard on ensuring 
our customers’ supply chains would remain operational during 
the four month period of the Games. With a dedicated area on 
our website to keep both customers and colleagues up to date with 
the latest information on road closures and compliance procedures, 
we worked closely with Transport for London and LOCOG, to 
ensure that customer deliveries could go ahead smoothly, shelves 
would remain fully stocked, and important documents would 
reach safe hands.

 
 
 
 
 
 
12

Wincanton plc Annual Report and Accounts 2013
Review of strategy

Taking the heart  
of Kiddicare’s  
online promise  
into stores

When the UK’s leading baby specialist Kiddicare, part of 
the Morrisons family, declared its intention to grow from 
a predominantly online retailer to a true multichannel 
operation, it needed a partner who it could trust to 
manage a complex and rapid warehouse start-up that 
also had the experience and ability to meet the 
challenges of a multichannel sales environment. 

ey

“Wincanton has guided us 
through the supply chain journ
of moving from a successful 
online brand into a true 
multichannel retailer. They liste
en
and challenge, adding real valu
ue
and consistently doing the righ
ht
thing for our business.” 
Grant Henley Chief Operating Officer 
at Kiddicare

g

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Wincanton plc Annual Report and Accounts 2013
Review of strategy

Combining systems infrastructure 
and people to get Kiddicare in store 
in 16 weeks
Awarded the contract in June 2012, we re-fitted our 200,000 sq ft site 
in Daventry, Northamptonshire to receive, pick and pack millions of 
items annually for the new network of Kiddicare outlets (former Best 
Buy locations across England) as well as their online orders. 

Using our standardised warehouse management platform, which 
takes the usual lengthy testing and associated risks of new start-ups 
out of the equation, we developed a capacity planning tool to create 
visibility of supply and demand, a new store opening template 
for stock allocation, store build and flow management by product 
category, and immersed our people in Kiddicare’s values to create a 
culture that would fulfil their customers’ expectations.

Within 16 weeks, Wincanton had delivered a supply chain solution, 
within budget, that realised Kiddicare’s goal of moving from an 
online brand into a true multichannel retailer. 

16
weeks

Within 16 weeks, Wincanton 
had delivered a supply chain 
solution, within budget, that 
realised Kiddicare’s goal of moving 
from an online brand into a true 
multichannel retailer. 

With such a successful start-up, 
Wincanton continues to work with 
both Kiddicare and Morrisons to achieve 
their multichannel ambitions.

Scalable
For the January sale event when stock rose significantly, Wincanton 
diverted stock to its Corby warehouse in just 4 days, ensuring 
continuity of supply and service.

Flexible
When one of Kiddicare’s stores needed emergency stock to replenish 
fast-moving sale items, Wincanton’s transport fleet stepped in to make 
urgent deliveries.

Visible
When opening a new store, stock visibility is vital. Wincanton created 
a modelling tool to give the precise location of products at all points in 
Kiddicare’s supply chain. 

Supplier management
Supply for online is very different to supply for store. Wincanton hosted 
roundtable sessions for suppliers to help them understand what was 
needed from them.

 
 
 
 
 
 
14

Wincanton plc Annual Report and Accounts 2013
Financial review

3

Financial 
review

Performance summary

Revenue
Underlying EBITDA
Underlying operating profit
Underlying margin (%)
Financing costs (net)
Underlying profit before tax
Amortisation of intangibles
Exceptionals
Profit/(loss) before tax

2013  
£m
1,086.8
63.7
46.5
4.3%
(14.4)
32.1
(7.3)
–
24.8

2012  
£m
1,202.8
60.9
43.8
3.6%
(15.0)
28.8
(8.2)
(68.0)
(47.4)

Underlying EPS (p)
Net debt

20.4p
107.6

16.9p
114.5

In the year ended 31 March 2013, Wincanton reported revenue 
of £1,086.8m (2012: £1,202.8m), which represents a reduction of 
9.6 per cent. This reflects a combination of the impact of certain 
operations that were insourced by customers in 2011/12, lower 
activity levels of certain customers and the closure of 
Foodservice operations in the prior year.

Underlying operating profit grew by 6.2 per cent to £46.5m 
(2012: £43.8m), providing an underlying operating profit margin 
of 4.3 per cent. The underlying operating margin improved from 
3.6 per cent in the prior year. The growth in underlying 
operating profit reflects the impact of improved operational 
efficiency and cost reductions together with the benefit of 
some initial sales of higher margin services. Additionally the 
benefits of both the closure of Foodservice and the recognition 
of the provision against onerous lease costs in 2011/12 improved 
profitability year on year. This improvement was partly offset by 
the lower levels of activity from certain customers, albeit the 
profit impact is more limited in relation to open book contracts, 
some degree of price erosion on certain contract renewals and 
the loss of the profit contribution from the Culina business 
disposed of in March 2012 . In open book contracts, where costs 
incurred are related to the level of activity of the customer and 
are passed on to the customer, profits are less sensitive to 
volume changes in the short term as the Group will typically 
earn a management fee for this type of operation.

The Group reported nil exceptionals in the year, compared 
to net exceptionals of £68.0m in 2011/12, which included 
restructuring and site closures, plus recognition of onerous 
lease obligations.

Net financing costs were £14.4m (2012: £15.0m), £0.6m lower 
year on year. Financing charges principally comprise interest 
payable on loans plus other financing items, £18.4m in total 
(2012: £20.1m) offset by a £4.0m (2012: £5.1m) net pension credit 
in respect of the financing item arising from the UK defined 
benefit schemes.

Profit before tax of £24.8m in 2012/13 compares to a loss before 
tax of £47.4m in the prior year. Tax in the year was a charge 
of £6.5m compared with a credit of £6.8m in the prior year.

Underlying earnings per share of 20.4p represents an increase of 
20.7 per cent from 16.9p in the prior year. On an overall basis the 
earnings per share were 15.8p compared with a loss per share of 
35.3p for continuing operations in 2011/12.

Trading

2013  
£m

Contract 
logistics
923.2

Specialist 
businesses

Contract 
logistics
163.6 1,086.8 1,023.8

Total

Revenue
Underlying 
operating 
34.6
profit
Margin (%) 4.1% 5.2% 4.3% 3.4%

46.5

38.0

8.5

2012  
£m

Specialist 
businesses

Total
179.0 1,202.8

9.2

43.8
5.1% 3.6%

The Group’s internal management structure aligns the Group 
under two sectors; Contract logistics, which is a provider of 
supply chain logistics solutions and services, and Specialist 
businesses of Containers, Wincanton Records Management and 
Pullman Fleet Services. This structure has been constant in the 
year and the segments disclosure remains aligned to these 
management responsibilities.

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Wincanton plc Annual Report and Accounts 2013
Financial review

Contract logistics 2012/13

£923.2m

 Retail grocery 
 Retail general merchandise 
 FMCG 
 Tankers & Bulk 
 Construction 
 Other 

10%

12%

25%

13%

25%

15%

Contract logistics 2011/12

£1,023.8m

 Retail grocery 
 Retail general merchandise 
 FMCG 
 Tankers & Bulk 
 Construction 
 Other 

11%

10%

13%

25%

13%

28%

Within our shared user warehouse facilities we have been 
successful in securing work with both new and expanding 
customers across the Retail and FMCG sectors including B&Q, 
Premier Foods, Kiddicare, Furniture People and Ella’s Kitchen. 
A number of these operations provide ‘overspill’ for customers 
where their operational facility is sized for near peak capacity but 
where the availability of our flexible shared user space allows 
short term fluctuations to be efficiently dealt with.

Specialist businesses

The Specialist businesses segment of the Group comprises 
Container transport activities, Wincanton Records Management, 
which provides a full suite of document storage, and associated 
scanning and shredding services, and the vehicle maintenance 
and repair business Pullman Fleet Services. Revenue for this 
segment was £163.6m, a reduction of £15.4m or 8.6 per cent on 
the previous year of £179.0m. A tight focus on cost control and 
asset efficiency in this sector ensured that underlying operating 
profit margin was improved marginally to 5.2 per cent (2012: 5.1 
per cent) and underlying operating profit of £8.5m was achieved 
compared to £9.2m in the previous year.

These Specialist businesses operate almost entirely under a 
closed book model. The revenue split is given below for 
information, however these are managed as one segment.

Containers
Pullman Fleet Services
Records Management

2013  
£m
76.8
67.7
19.1
163.6

2012  
£m
88.2
72.2
18.6
179.0

The Container transport market continues to be weak in the UK 
with limited overall volume growth. Factors such as increasing 
shipping line charges for UK delivery diverted volume to 
European ports and transport operators. A strong focus on 
reducing costs, maximising asset efficiency and increased fuel 
efficiency through driver training and the introduction of 
innovative ‘on cab wind dam’ technology has helped to 
maintain profit margins.

Pullman Fleet Services trading was solid in the year. The 
reduction in revenue was principally due to the loss of one 
significant contract in the year and the closure of one 
underperforming site, however these did not contribute any 
material profits.

Records Management produced a strong performance, 
gaining new customers across existing and new sectors such 
as healthcare.

Contract logistics

The Contract logistics business reported revenues of £923.2m 
in the year, down 9.8 per cent on the £1,023.8m reported in the 
prior year.

The split of Contract logistics activities by industry sector it 
serves is as follows:

Construction
FMCG
Retail grocery
Retail general merchandise 
Tankers and bulk
Other 

2013  
£m
106.8
135.2
236.4
232.5
122.9
89.4
923.2

2012  
£m
97.4
136.4
259.3
284.8
129.8
116.1
1,023.8

Revenue reduced by 9.8 per cent in the year. This was driven by 
the closure of the loss making Foodservice operation in 2011/12 
a reduction of £28.7m in the year and the impact of certain 
contract losses in 2011/12 in particular due to in-sourcing of 
operations by two retail customers. In the current year lower 
activity levels from some sectors also impacted revenue, in 
particular retail and construction, albeit that the new business 
start-up for Lafarge increased revenue overall in this sector.

Underlying operating profit for the year was £38.0m up 
9.8 per cent on the £34.6m reported in 2011/12. The 
improvement in profitability reflects improved operational 
efficiency in the year from the lower revenue base, the closure 
of Foodservice in the prior year, initial sales of some higher 
margin services in the year and the benefit from the onerous 
lease provision made in 2011/12. This was partially offset by the 
impact of pricing pressure on certain contract renewals and the 
loss of the profit contribution from the Culina business disposed 
of in March 2012.

New business start-ups successfully ‘going live’ in the year 
included bulk cement powder transport operations for 
Lafarge from their network of six plants nationwide, plus the 
storage of defence related power units for Rolls Royce which 
represents a widening of our customer base in this strategically 
important area.

Other new start-ups included two new distribution warehouses 
supporting the convenience store offer of two existing retail 
customers, Morrisons and Sainsbury’s. The first of these 
included our technology platforms and system solutions, 
the implementation of which represents a key part of our 
competitive proposition to win new business, especially in the 
retail market place. These operational start-ups were delivered 
quickly, efficiently and on time.

During the year we were also successful in winning new volume 
both with new customers, for instance Smyths Toys, and also 
with existing customers, the latter demonstrating the benefit of 
our ability to leverage existing relationships within our broad 
customer base.

 
 
 
 
 
 
16

Wincanton plc Annual Report and Accounts 2013
Financial review

Specialist businesses 2012/13

Specialist businesses 2011/12

£163.6m

 Containers
 Pullman Fleet Services
 Records Management

12%

47%

41%

£179.0m

 Containers
 Pullman Fleet Services
 Records Management

10%

50%

40%

Net financing costs

Interest payable on loans/leases
Interest receivable
Net interest payable
Provisions discount unwinding 
Pension financing item
Total

2013  
£m
16.6
(0.6)
16.0
2.4
(4.0)
14.4

2012  
£m
19.3
(0.4)
18.9
1.7
(4.1)
16.5

Net financing costs were £14.4m, £2.1m lower overall 
compared to the prior year charge of £16.5m including £1.5m 
for discontinued operations. Financing costs related to the 
Group’s debt of £16.6m compared to the prior year charge of 
£19.3m. The reduction primarily reflects a lower average debt 
in the year, following the disposal receipts collected part way 
through last year.

Following the revision to IAS 19, which becomes effective for the 
Group for the year to 31 March 2014, the pension financing 
credit of £4.0m (2012: £4.1m) will be replaced with a net charge. 
This change arises as the revised accounting standard requires 
the same discount rate, based on AA Corporate bonds, to be 
applied to both the assets and liabilities of the Scheme rather 
than applying a future rate of return to the assets. The 
restatement of the year to 31 March 2013, which will be shown 
first in the Group’s half year statement to 30 September 2013, is 
anticipated to show a £10.8m increase in financing charges with 
a corresponding credit in the Statement of Comprehensive 
Income within actuarial gains/losses. Additionally, the revision 
to IAS 19 requires any administration expenses of the Scheme 
which have been incorporated in the return on assets, to be 
taken as a charge in operating expenses, which will result in a 
£1.2m reduction in operating profit matched by a corresponding 
reduction in net financing costs.

Based on the estimates opposite the accounting impact on the 
reported results for the Group is summarised below. This revision 
has no cash impact on the Group and has no impact on the 
Group’s underlying valuation.

As reported  
£m
39.2

Amended 
return  
on assets  
£m
–

Reclassified 
admin  
charges  
£m
(1.2)

Incorporating 
IAS 19 
adjustment  
£m
38.0

(10.8)
(10.8)

1.2
–

(14.4)
24.8
15.8
20.4

2.17

(24.0)
14.0
8.7
13.3

2.17

Operating profit
Net finance 
charges
Profit before tax
Basic EPS
Underlying EPS
Adjusted net 
debt: EBITDA 
covenant1

1  Bank facility covenants will be unaffected by this change as they are calculated 

based on frozen GAAP.

Taxation

The overall tax charge of £6.5m (2012: £6.8m credit) reflects the 
more normal taxable position of the Group in the year.

The effective tax charge on underlying profits has reduced to 
26.5 per cent (2012: 29.5 per cent). This reduction is largely a 
result of the drop in the main UK corporation tax rate from 
26 per cent to 24 per cent, as offset by certain disallowable 
expenditure. Whilst the main UK corporation tax rate will reduce 
further to 23 per cent in 2013/14 and is expected to ultimately 
trend to 20 per cent by 2015/16, the factors influencing the 
effective tax rate in 2012/13 are expected to remain reasonably 
constant, resulting in an effective tax rate continuing slightly 
above the headline UK rate for the foreseeable future.

The Group paid tax in the current year of some £0.3m, primarily 
as a result of the utilisation of tax losses from earlier years and 
pension deficit recovery payments of £13.6m made in the 
period. In the absence of further tax losses available for utilisation 
in future years, the Group expects to pay an increased amount 
of corporation tax in 2013/14. However, the amount of tax paid 
will continue to be limited by pension deficit payments, 
reducing the cash tax rate from the main UK corporation tax rate 
above to approximately 20 per cent from 2.0 per cent in the 
current year.

Whilst the utilisation of losses in the year has reduced the 
deferred tax asset brought forward in respect of such losses, 
the total deferred tax asset carried forward at 31 March 2013 has 
increased to £32.9m (2012: £28.8m), primarily as a result of the 
increased pension deficit and the deferred tax asset thereon.

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Wincanton plc Annual Report and Accounts 2013
Financial review

Open and closed book 2012/13

Open and closed book 2011/12

£1,086.8m

 Open book
 Closed book

£1,202.8m

 Open book
 Closed book

43%

57%

45%

55%

The Group maintains a mix of hedging instruments (swaps) to 
give an appropriate level of protection against changes in 
interest rates. During the year £70m of debt was at fixed rates, 
and the balance at floating rates.

Wincanton operates comfortably within its banking covenants, 
as summarised in the table below:

Covenant 
Adjusted net debt: EBITDA
Interest cover
Fixed charge cover

Ratio
<3.0:1
>3.5:1
>1.4:1

 At 31 March 
2013
2.17
4.5
1.8

Adjusted net debt to EBITDA moves to <2.75:1 on 31 March 2014.

Net debt and cash flows

Group net debt at the year end was £107.6m (2012: £114.5m), 
a net year on year inflow of £6.9m.

The Group’s cash flows can be summarised in the following 
table:

Underlying operating profit
Depreciation
EBITDA
Business disposals
Net capital expenditure
Net financing costs
Pension deficit payment
Provisions outflows 
Working capital movement/other
Total

2013  
£m
46.5
17.2
63.7
–
(4.6)
(13.6)
(13.6)
(18.0)
(7.0)
6.9

2012  
£m
43.8
17.1
60.9
43.6
(28.5)
(19.2)
(13.1)
(3.2)
(3.2)
37.3

Profit after tax, earnings and dividend

The profit after tax reported for the Group for the year of £18.3m 
compares to a loss retained in 2011/12 of £(102.4)m which 
reflected the substantial exceptional costs incurred and losses 
from discontinued operations.

These retained earnings translate to a basic EPS of 15.8p (2012: 
overall (89.3)p and continuing (35.3)p). The Group reports an 
alternative, underlying EPS figure which excludes exceptionals 
and amortisation of acquired intangibles, this has increased 
year on year by 20.7 per cent to 20.4p from 16.9p.

The Group has not declared or paid a dividend this year in line 
with its continuing objective to reduce net debt.

Financial position

The summary financial position of the Group is set out below:

Non-current assets
Net current liabilities (ex net debt)
Non-current liabilities  
(ex net debt/pensions)
Net debt/cash
Pensions deficit (gross)
Net liabilities 

2013  
£m
220.4
(191.2)

(59.4)
(107.6)
(148.7)
(286.5)

2012  
£m
236.5
(209.2)

(63.0)
(114.5)
(118.2)
(268.4)

The movement in the year of £(18.1)m is principally due to 
retained profit for the year of £18.3m and the actuarial 
movement in the pension deficit net of deferred tax of £(38.1)m 
which was primarily driven by the lower discount rate of 4.5 per 
cent used to value the liabilities of the Scheme compared to 
5.0 per cent at 31 March 2012.

Financing and covenants

The Group’s committed facilities at the year end are £314m. 
Headroom in committed facilities at 31 March 2013 was £110m.

The Group also has limited operating overdrafts which provide 
day to day flexibility and amount to a further £12m in 
uncommitted facilities. 

The Group refinanced its primary facilities in November 2011, 
improving both the maturity and diversification profile. The 
main bank facility of £185m expires in November 2015, whereas 
the £75m from the Prudential/M&G UK Companies Financing 
Fund LP expires in 2021 with four equal repayments 
commencing in 2018.

The Group’s facilities also include the balance of the US Private 
Placement debt of £54m which expires in tranches in 
December 2015 and November 2016. A tranche of £55m was 
repaid in December 2012. A small element of the 2016 ‘shelf’ 
facility of £1.7m was repaid in March 2013 to comply with the 
terms of the facility agreement post the European disposal 
transaction.

 
 
 
 
 
 
18

Wincanton plc Annual Report and Accounts 2013
Financial review

The Group’s year end debt position is some £100m lower than 
the average debt position in intervening months.

Average debt levels continued to fall year on year and were 
£201m compared to £271m in the prior year after accounting for 
the disposal proceeds received primarily in the second half of 
2011/12. The average borrowing rate on debt including all fees, 
but excluding the non-cash items of discounts unwinding and 
pension financing charges, is 7.3 per cent (6.6 per cent in 
2011/12). The rate increase is predominantly attributable to the 
full year impact of the higher margin, longer tenor, M&G debt, 
offset in part by lower LIBOR rates and the lower margin on the 
refinanced bank facilities from November 2011.

As more fully detailed below the Group incurred cash outflows 
of some £11.1m on new and replacement fixed assets in the year 
offset by the inflows from asset sales. During the year the Group 
disposed of a freehold site in Manchester plus a number of 
vehicles, which had been in use in the Foodservice operation, 
for £5.8m a level approximately equal to the net book value.

The cash outflows in respect of provisions represents the cash 
cost of restructuring charges from the prior year and onerous 
lease liabilities. In 2011/12 the Group made provision for onerous 
property liabilities which were identified as having arisen due to 
the change in market conditions, a charge of £34.1m was 
recognised as a result, adding to existing provisions. The cash 
outflows in respect of these liabilities in the next two years to 
31 March 2015 are forecast to be in total, some £30.0m. 
Thereafter the annual payment reduces materially as these 
onerous leases expire.

Pensions

The Group operates a number of pension schemes in the 
UK and Ireland.

Defined benefit schemes
The principal UK defined benefit scheme, which is closed to 
new entrants, had an IAS 19 deficit of £147.1m (2012: £116.9m) 
(£113.3m net of deferred tax) at the year end. The deficit has 
increased primarily due to the decrease in the discount rate 
from 5.0 per cent to 4.5 per cent as the yield on corporate 
bonds has dropped. Each 0.1 per cent drop in the rate increases 
the liabilities of the Scheme by 1.9 per cent, currently 
approximately £16m.

The increased liabilities of £891.0m (up from £773.9m) 
outweighed the growth in asset values in the Scheme which 
rose by 13.2 per cent to £743.9m from £657.0m at the previous 
year end.

The triennial valuation as at 31 March 2011 was finalised with the 
Trustee in June 2012 with a technical provision basis deficit 
agreed of £189.5m, however it is recognised that the decline 
since in bond yields has further increased this deficit position. 
The additional cash contribution made in the current year to 
fund the deficit was £13.6m as part of the recovery period 
agreed with the Trustee. Going forward the payment has been 
agreed with the Trustee to increase by RPI each year and hence 
will be £14.0m in 2013/14. This will continue for a further nine 
years to 2022/23.

The approximate membership data split by key categories is as 
follows:

Capital expenditure

Capital expenditure totalled £11.1m (2012: £30.4m). The year on 
year reduction reflects the inclusion in the prior year of the 
c.£14.3m of spend in respect of the Group’s ‘back office’ systems 
development which was substantially complete that year and 
£7.8m in respect of the disposed businesses.

Actives
Deferred
Pensioners

2013
1,360
8,160
6,790
16,310

2012
1,600
8,180
6,610
16,390

Of the current year spend £7.1m was in respect of expansion 
projects, including £1.4m for expansion at the Records 
Management facilities in Dublin and in other sites, £1.7m for 
warehouse fit-out and £1.1m for the upgrade of certain of the 
Group’s IT assets.

In addition £4.0m was spent on replacement capital including 
£1.0m for IT infrastructure plus £0.6m on improvements to a 
customer specific end of production line/co-packaging facility.

Over recent years the Trustee has pursued a diversification of the 
investment portfolio as part of a de-risking strategy. A trigger 
mechanism is being used to reduce the return-seeking asset 
allocation as the funding level improves. During the year both 
the overall market and the funding level have been impacted by 
the continuing low interest rate environment albeit offset by a 
credible investment performance.

Defined contribution schemes
The Group’s defined contribution schemes include the 
Retirement Savings Section and Pension Builder Plan in 
the UK and a separate similar local scheme in Ireland. Active 
membership of these schemes was 3,650 (2012: 3,900) in the year 
and the income charge incurred of £7.9m (2012: £9.0m). In 2013 
these schemes will be augmented by a new ‘auto enrolment’ 
section in line with the Government’s requirement to offer 
pension arrangements to all employees. A further c. 10,000 
employees will be eligible to join this part of the scheme.

19

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Wincanton plc Annual Report and Accounts 2013
Financial review

Mitigating 
key risks

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The Group identifies the key business risks it faces as follows: 

Strategic 
market position 
and ongoing 
commercial 
operations 

Risk 
The Group acts in a competitive and complex 
market and with large and sophisticated customers. 
The Group has distinct commercial pressures in 
maintaining levels of revenue and margin from 
existing customers, building new business 
relationships and maximising the utilisation of assets. 

Legal  
compliance

The Group acts within jurisdictions, markets and 
sectors which are highly regulated or covered by 
significant legislation. 

IS infrastructure 
and product 
development

The Group is highly dependent on the provision of 
a high quality IS infrastructure as it is essential to the 
smooth running of the business as well as that of 
its customers where we operate key systems such 
as warehouse management and transport 
planning systems. 

Net debt  
and pensions 
deficit

The compliance with the covenant structures in 
the Group’s financing arrangement, the future 
refinancing of the existing debt and the management 
of the Group pension fund are key to the future 
financial sustainability of the Group.

People

Health  
and safety

The inability to recruit and retain management and 
employees with the necessary and appropriate 
competencies, values and behaviours may restrict 
the Group’s ability to grow.

The Group’s operations involve the use of a wide 
variety of equipment from HGVs to hand-propelled 
pallet moving equipment in a diverse range of 
operating environments. These operations require 
ongoing monitoring and management of health and 
safety risks. A failure to manage these risks properly 
may give rise to significant potential liabilities from the 
Group’s interaction either with the public or employees.

Mitigation
The Group maintains a consistently high level of 
operational performance. Furthermore a high 
quality business development team exists to identify 
opportunities in the third party logistics market and the 
benefits of Wincanton in that market. Dedicated teams 
exist to manage ongoing customer relationships and 
contract renewal processes within the Group’s defined 
frameworks. In addition the Group is focused on clearly 
articulating its existing as well as developing innovative 
solutions in the logistics market place.

The Group employs internal and external subject matter 
experts, supported by legal counsel, to set policy and 
monitor application including risk-based testing 
programmes. The Group maintains programmes of 
appropriate staff training to ensure legal compliance, 
operational efficiencies and to minimise mistakes. This is 
backed up with comprehensive record keeping policies. 
Finally, appropriate IS management process and 
governance exist to ensure systems access controls 
operate and to monitor movements of our own and, 
where relevant, our customers’ data.

The Group completes regular reviews to consider the 
corporate IS roadmap and agree its IS approach. 
Particular focus is given to the approach and 
infrastructure required to ensure adequate disaster 
recovery processes and procedures are in place. The 
Group maintains an extensive IS team, including teams 
charged with innovating new products and services 
and others who maintain and secure the existing 
infrastructure. The IS team also includes change 
experts working with appropriate project 
management methodologies. 

The Group is acutely focused on growing operating 
profit and generating free cash flow to enable it to 
address these issues. The Group maintains 
comprehensive relationship management with its 
banking partners and provides senior management 
resources to the management of bank covenants. The 
Group monitors both the external financing market and 
changes occurring in the way pension arrangements 
are provided including maintaining detailed financial 
planning and forecasting models. The Group maintains 
senior management focus on these balance sheet areas 
and a close relationship exists between the Group and 
the Pension Trustee board.

The Group has an appropriate Human Resources 
structure which maintains the necessary standard of 
recruitment processes, based on key competencies, 
plus monitors and develops the talent pool within the 
Group’s employee base.

The Group maintains detailed health and safety 
procedures and processes which are managed by a 
team of dedicated health and safety professionals, who 
support and advise operational management plus who 
run a programme of site reviews and audits.

 
 
 
 
 
 
20

Wincanton plc Annual Report and Accounts 2013
Working responsibly

4

Working 
responsibly

Environment
Wincanton has continued to implement its environment strategy 
and is committed to further reductions in its environmental 
impact through its continuous improvement programmes.

Governance and internal reporting

Implementation of the Wincanton environment strategy 
continues to be the responsibility of the Group Environment 
Committee (GEC) which is chaired by a member of the 
Executive Management Team. The role of the GEC is to set and 
adjust direction based on performance monitoring, industry 
trends, evolving environmental issues and legislation changes.

External reporting and compliance

In December 2012, Wincanton successfully re-certified with 
the Carbon Trust Standard (CTS) for a further two years with a 
reduction of more than 10 per cent in our level 1 carbon 
footprint from purchased energy and fuel. The CTS assessor said 
“Wincanton have done very well since the last audit (2010) and 
their efforts and achievements are to be congratulated”.

The CTS continues to be an early action metric under the UK 
Carbon Reduction Commitment (CRC) which mandates carbon 
emissions reporting from non-transport sources. Our CTS 
certification together with our emissions reduction performance 
elevated us to the top 6 per cent of participating companies in 
the CRC Performance League Table.

Wincanton continues to respond to the annual Carbon 
Disclosure Project (CDP) and received a disclosure score of 70 per 
cent, up from 56 per cent, in the 2012 CDP FTSE All Share Report.

Wincanton continues to integrate environment reporting into its 
management reporting systems and for financial year 2013/14, 
it will establish alignment of environmental data to financial 
and operational data. This positions the business well for the 
introduction of mandatory carbon reporting in addition to 
enabling increased speed of analysis, project prioritisation and 
decision-making for project investments.

Waste and recycling

For the third consecutive year, Wincanton has cut the total 
quantity of waste generated and improved the proportion 
recycled. Wincanton now recycles 92 per cent of its waste 
and has reduced the quantity of waste going to landfill or 
incineration since 2009 by more than 60 per cent.

REDUCING CO2
YEAR ON YEAR

Carbon programme

Progress against our internal target for emissions reduction 
continues. All operations have established a carbon plan which 
sets out actions to meet or exceed reduction targets. Energy 
and fuel consumption data is collected monthly, and progress 
reviewed quarterly by the GEC. Initiatives defined as best 
practice are captured and shared across the business to ensure 
all opportunities for reduction are maximised.

Our carbon programme utilises an energy hierarchy of ‘Use less 
energy; Use energy more efficiently; Use renewable energy’. For 
transport operations we achieve this by utilising a sustainable 
transport framework of optimal network design and operation, 
plus plan for optimal fuel-efficiency through driver training and 
vehicle utilisation.

Through a range of measures, we continue to reduce our carbon 
emissions from purchased energy supplies. These include 
further fleet integration, continued focus on networks and 
collaborative solutions, driver training and development, 
ongoing deployment of longer semi trailers and lighting 
projects to cut energy use at sites.

Wincanton is a member of the Freight Transport Association 
(FTA) low carbon working group and a member of the FTA 
Logistics Carbon Reduction Scheme.

Fleet specification and development

In February 2013 Wincanton began taking delivery of new 
tractor units which are up to five per cent more fuel efficient 
than the previous models. These savings are achieved through 
a design innovation that automatically adjusts the vehicles’ air 
management to the optimum aerodynamic height for the trailer 
it is coupled to.

In April 2013, Wincanton became the first company to be 
granted licences to use 14.6m and 15.65m longer semi trailers 
(LSTs) operationally in Northern Ireland. The Department for 
Transport’s own findings state LSTs can reduce annual CO2 
output by some 160m tonnes.

Wincanton has also been working alongside Cambridge 
University to continually improve our vehicle dynamics, 
developing the ‘Path Following Steering System’ which 
allows trailers to accurately follow the path of the tractor unit 
and reduce potentially hazardous situations such as tail-swing 
and cut-in.

Wincanton plc Annual Report and Accounts 2013
Working responsibly

Delivering training for
Transaid in Zambia

Employee engagement

Operational training

Driver and warehouse colleague training and development are 
key components of the CSR strategy. Over 50 per cent of the 
workforce has now taken part in a vocational qualification in 
either a transport or warehousing programme to level 2 or 3.

In addition, 224 colleagues are engaged in a BTEC Apprenticeship 
qualification on ‘Improving Operational Performance’. 
The qualification equips candidates with the skills of Kaisan 
and Lean Six Sigma, the industry recognised standards for 
operational excellence.

Talent management

As part of the talent strategy, the Wincanton Academy has been 
established as the umbrella for development solutions to 
support unlocking potential in its people. The Academy consists 
of development solutions to support both organisational and 
high potential development.

Highlighting early Academy success, the business held an 
Aspiring General Manager Programme to develop future 
General Managers. Twelve high potential candidates were 
identified from a challenging selection process and completed a 
number of development events along with leading a business 
project. Five months following the initial event, five of the twelve 
delegates have now been promoted internally to General 
Manager positions.

The Wincanton Academy will shortly be launching the Aspiring 
First Level Manager Programme to develop colleagues into 
management roles.

Health and safety
Wincanton continues to ensure excellence in health and safety 
across all operations. As the safety strategy evolves, management 
focus continues to increase on the development of colleague 
behaviour to recognise and act on situations that could lead 
to accidents.

Wincanton has again shown reductions in lost time accidents 
with a year on year reduction of 24 per cent across the business.

Focus on long-term accident reduction continues with the 
Health & Safety Committee, chaired by a member of the 
Executive Management Team, establishing stretching reduction 
targets across all business sectors for the next three years.

In the year, seven sites attained the prestigious RoSPA Gold 
award and a further three sites attained a Silver award. In 
addition four sites attained ISO 14001 accreditation and three 
attained ISO 18001 accreditation.

Charity and community
Wincanton continues to support the international charity 
Transaid at a corporate level, a partnership that has now 
spanned over nine years. Transaid aims to tackle poverty and 
disadvantage by building transport skills and knowledge in 
Africa and the developing world. Last year two Pullman Fleet 
Services employees volunteered for the role of delivering service 
and maintenance training at Zambia’s national NGV Training 
Centre in the nation’s capital Lusaka.

Wincanton sites continue to support local charity and 
communities, raising money, giving their time and creating 
awareness. Climbing Everest, sponsoring Olympic and 
Paralympic sports events and providing environmental 
awareness themed lessons at local schools are just a few 
examples of our commitment to support both local and 
national charities and communities.

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22

Wincanton plc Annual Report and Accounts 2013
Directors’ report

5

Directors’ report

The Board is committed to  
the highest standards 
of corporate governance

Board of Directors

Steve Marshall
Chairman 

Steve was appointed Chairman in December 
2011. Steve is currently Chairman of Balfour 
Beatty plc and Biffa Group Holdings Ltd. He is 
also a non-executive Director of Halma plc. 
He was previously Chairman of Delta plc, Torex 
Retail plc and Queens’ Moat Houses plc and also 
Group Chief Executive of both Thorn plc and 
Railtrack Group plc, having previously served 
as Group Finance Director of each company. 
His earlier career included a variety of corporate 
and operational roles at Grand Metropolitan plc 
(now Diageo plc), Burton Group PLC and Black & 
Decker. He is a Fellow of the Chartered Institute 
of Management Accountants. 

Jonson Cox
Non-executive Director

Jonson became a non-executive Director of 
Wincanton in October 2005. Jonson is currently 
Chairman of Coalfield Resources plc and the 
Water Services Regulation Authority. Until March 
2010, he was Group Chief Executive of Anglian 
Water Group plc. Former positions include Chief 
Executive of Valpak Limited, a business services 
company, Chief Operating Officer of Railtrack 
Group plc and Managing Director of Kelda 
Group plc (formerly Yorkshire Water plc). His 
early career was with Royal Dutch Shell.

 
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Wincanton plc Annual Report and Accounts 2013
Directors’ report

Eric Born
Chief Executive

Eric was appointed an Executive Director in 
October 2010 and subsequently became Chief 
Executive in December 2010. He joined the 
business as Chief Operating Officer in April 2009 
from Gategroup, where he was Group SVP and 
President West/South Europe. Prior to that, he 
had various senior roles in the retail industry 
including Managing Director of Frimago AG in 
Switzerland and Managing Director of Office 
World in the UK. Eric is also a non-executive 
Director of John Menzies plc.

Paul Venables
Senior Independent  
Non-executive Director

Paul became a non-executive Director of 
Wincanton in September 2009. A Chartered 
Accountant, he is currently Group Finance 
Director of Hays plc, having joined from DHL 
Logistics, a division of Deutsche Post World Net. 
Prior to the acquisition of Exel plc by Deutsche 
Post in December 2006, he was Deputy Group 
Finance Director, a member of the executive 
board of Exel plc and Chairman of their 
Acquisitions and Projects Review Board. During 
13 years with Exel he held a number of senior 
finance and operational roles, including Finance 
Director of Exel’s European and Global 
operations.

Adrian Colman
Group Finance Director

Adrian was appointed Group Finance Director in 
January 2013. He was formerly Finance Director 
with Psion plc, an international technology 
business, through to its acquisition by Motorola 
Solutions, Inc. in October 2012. Prior to joining 
Psion, Adrian was Chief Financial Officer of 
London City Airport and before that Financial 
Controller and Head of Investor Relations at 
QinetiQ Group plc.

David Radcliffe
Non-executive Director

Martin Sawkins
Non-executive Director

David became a non-executive Director of 
Wincanton in July 2012. He is currently Chief 
Executive of Hogg Robinson Group plc where 
David has spent most of his career.

Martin became a non-executive Director of 
Wincanton in July 2012. Martin is currently 
Group HR Director of Rentokil Initial plc. Martin 
has operated within both the plc and private 
equity environments and previously held 
positions as Group HR Director at HomeServe 
plc; Group HR Director at The AA Limited; 
and HR Director at Centrica Home and Road 
Services. Prior to this Martin held a number of 
senior positions in HR and operations at UEF 
Limited, Bridon plc, British Aerospace and 
United Biscuits.

The members of the Committees 
are as follows
Nomination Committee
Steve Marshall – Chairman 
Eric Born 
Jonson Cox 
David Radcliffe 
Martin Sawkins 
Paul Venables

Remuneration Committee
Martin Sawkins – Chairman 
Jonson Cox 
David Radcliffe 
Steve Marshall  
Paul Venables

Audit Committee
Paul Venables – Chairman 
Jonson Cox 
David Radcliffe 
Martin Sawkins 

 
 
 
 
 
 
 
 
24

Wincanton plc Annual Report and Accounts 2013
Directors’ report

Governance 

Chairman’s introduction 

Corporate governance is key to ensuring that Wincanton is run in a successful, responsible and sustainable way. 
The Directors’ report for the year ended 31 March 2013 sets out the Group’s approach by describing how the Board 
works, risk management, the Wincanton team and includes separate reports on each of the Board Committees. 

The UK Corporate Governance Code 
The principal rules applying to the Company are contained in the UK Corporate Governance Code, which the Board 
is committed to complying with to the extent that it is required to. I would like to highlight how each of the Code’s 
main principles are being applied in practice, other than in respect of remuneration, which is addressed in the 
remuneration report. 

Changes to the Board 
During the year ended 31 March 2013, we announced changes to the membership of the Board. In November 2012, 
Jon Kempster notified his intention to step down as Group Finance Director as a result of the structural aspects of 
refocusing the Company being largely complete. Jon remained with the Company to support the business until 
a successor was found. In January 2013, Adrian Colman joined the Company and Board as Group Finance Director. 
Adrian is an experienced group Finance Director, who has previously delivered successful cost reduction and 
working capital improvement programmes and is a valuable addition to the team. 

In June 2012, the Company announced that Neil England was retiring from the Board. At the same time, the 
Company announced the appointments of David Radcliffe and Martin Sawkins both as non-executive Directors 
who joined the Board in July 2012. In addition, Martin Sawkins was also appointed Chairman of the Remuneration 
Committee and Paul Venables was appointed Senior Independent non-executive Director. Martin and David 
will bring a mix of top-flight general management and people skills to the Board. 

I believe that the appointments in the year, combined with the existing members, will assist Wincanton greatly 
in developing as a leading supply chain solutions provider to the UK and Ireland markets. 

Commitment 
The non-executive Directors devoted significant time to the Company over and above attendance at Board and 
Committee meetings. During the year, the non-executive Directors carried out visits to individual sites and received 
briefings from members of the Group’s management team on a number of matters. 

The full Board remains totally committed to the success of Wincanton and to ensure that it is run to the highest 
standards of corporate governance. 

Steve Marshall 
Chairman 

12 June 2013 

 
 
 
 
 
 
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Wincanton plc Annual Report and Accounts 2013
Directors’ report

How the Board works 

Introduction 
This report combines the Directors’ report required to be produced by law and the 
management report and corporate governance statement required by the Disclosure 
& Transparency Rules. It also includes sections reporting on the role and work of the 
Audit and Nomination Committees required by the Disclosure & Transparency Rules 
and the UK Corporate Governance Code (the Code). The Directors’ remuneration 
report is contained on pages 29 to 36. 

Organisation and structure 

Role of the Board 
Wincanton plc (the Company) is led and controlled by the Board, which is collectively 
responsible for the long-term success of the Company. The Board is committed to 
maintaining the highest standards of corporate governance. 

Articles of Association 
The powers and duties of the Directors are determined by legislation and by the 
Company’s Articles of Association. 

Board decisions 
The Board has a formal schedule of matters reserved to it for decision-making, 
including the approval of annual and half year results, annual budgets, material 
acquisitions and disposals, material agreements and major capital commitments. 

Attendance at Board and Committee meetings 
There is normally full attendance at Board and Committee meetings, although 
occasionally there may be non-attendance due to unforeseen circumstances. If a 
Director is unable to attend, the Director will review the Board or Committee papers 
and provide comments and feedback to the Chairman, Committee Chairman or 
Company Secretary who ensures that the comments received are raised at the 
meeting. Individual members of the Executive Management Team are invited 
to attend Board meetings at least once each year. 

Directors are given appropriate documentation in advance of each Board or 
Committee meeting. This normally includes a detailed report on current trading 
and full papers on matters where the Board will be required to make a decision 
or give its approval. Health and safety is reviewed at every Board meeting. 

The Board has nine scheduled Board meetings each year. The table below sets out 
the attendance of the Directors at the scheduled Board meetings: 

Attendance at Board meetings 

  Attended/scheduled

Steve Marshall 

Paul Venables 

Jonson Cox 
David Radcliffe1 
Martin Sawkins1 

Eric Born 
Adrian Colman2 
Jon Kempster3 
Neil England4 

1  Appointed 27 July 2012. 
2  Appointed 7 January 2013. 
3  Resigned 12 November 2012. 
4  Resigned 31 July 2012. 

9 / 9

9 / 9

9 / 9

6 / 6

6 / 6

9 / 9

2 / 2

6 / 6

3 / 3

Attendance at Committee meetings is set out in the separate reports on each of the 
Committees below. 

Roles of the Chairman and Chief Executive 
The different roles of the Chairman and Chief Executive are acknowledged. 
A responsibility statement for each of these roles has been agreed with the Chairman 
and Chief Executive respectively and adopted by the Board. The Chairman is primarily 
responsible for the workings of the Board and ensuring that its strategic and 
supervisory role is achieved. The Chief Executive is responsible for the day to day 
running of the business. In discharging his responsibilities, the Chief Executive is 
advised and assisted by the Executive Management Team, which oversees the 
operational and financial performance of the Group. 

Role of non-executive Directors 
The non-executive Directors are chosen for their diversity of skills and experience. 
Each non-executive Director is appointed for a fixed term of three years. This term 
may then be renewed by mutual agreement. Non-executive Directors scrutinise, 
measure and review the performance of the Executive Management Team; assist 
in the development of the strategy; review the Group financial information; ensure 
systems of internal control and risk management are appropriate and effective; 
through the Audit Committee review the relationship with the external auditor; and 
review the remuneration of, and succession planning for, the Board. At least twice a 
year, the Chairman and non-executive Directors meet without the Executive Directors 
being present. 

Senior Independent non-executive Director 
Paul Venables is the Senior Independent non-executive Director. Paul acts as a 
sounding board for the Chairman and serves as intermediary to other Directors where 
necessary. Paul carried out the Chairman’s performance evaluation, together with the 
other non-executive Directors and with input from the Executive Directors. 

Balance of the Board 
The composition of the Board and its Committees is regularly reviewed to ensure that 
the balance and mix of skills and experience is maintained.  

On 12 November 2012, Jon Kempster stepped down as Group Finance Director but 
remained with the Company to support the business until a successor was found. 
On 7 January 2013, Adrian Colman joined the Company and Board as Group Finance 
Director. On 27 July 2012, David Radcliffe and Martin Sawkins joined the Board as  
non-executive Directors and on 31 July 2012 Neil England retired from the Board. 
Martin Sawkins was appointed Chairman of the Remuneration Committee and 
Paul Venables was appointed Senior Independent non-executive Director. 

As at the year end and as at the date of this report, the Board comprises of the 
Chairman, four independent non-executive Directors and two Executive Directors. 
This gives the Board a good balance of independence and experience, ensuring that 
no one individual or group of individuals has undue influence over the Board’s 
decision-making. 

Diversity on the Board 
The Davies Review, published in February 2011, contained a review of ‘Women on 
Boards’. The Company is committed to the principle of diversity set out in the Davies 
Review, and will continue to take diversity matters into account for future Board and 
management appointments. 

Director independence 
The Board considers that the Chairman was independent on appointment and all 
non-executive Directors are independent for the purposes of the Code. 

Board Committees 
There are three Board Committees, the Audit Committee, the Nomination 
Committee and the Remuneration Committee. The terms of reference of each 
Committee are set by the Board, are reviewed annually and are available on the 
Company’s website. Membership of a Committee is determined by the Board on 
the recommendation of the Nomination Committee and in consultation with the 
appropriate Committee Chairman. Details of each Board Committee, including 
membership, meetings, role and activities in the year ended 31 March 2013 are set 
out on pages 27, 28 and 30. 

Executive Management Team 
The Executive Management Team is responsible for implementing strategy and 
policy set by the Board and for the operational management of the Company and its 
subsidiaries (the Group). The Executive Management Team comprises the Executive 
Directors and five senior business unit and support function leaders of the Group. 
The Executive Management Team meets monthly. 

Board effectiveness 

Information and professional development 
On joining the Board, Directors receive an induction course tailored to their individual 
requirements, which includes meeting with the Executive Directors and members of 
the Executive Management Team and visits to key sites. It also covers a review of the 
Group’s governance, policies, structure and business, including details of the risks and 
operational issues facing the Group. 

 
 
 
 
 
 
 
26

Wincanton plc Annual Report and Accounts 2013
Directors’ report

Governance 

As part of the Board evaluation process, the training and development needs of 
individual Directors are reviewed by the Chairman. The Company makes the 
necessary resources available should any Director require training. 

There is an agreed procedure for Directors to be able to take independent 
professional advice, if necessary, at the Company’s expense. In addition, all Directors 
have access to the advice and services of the Company Secretary. 

Executive Directors’ other directorships 
Executive Directors may be invited to become non-executive Directors of other 
companies. Any such appointments are set out in the biographical information set 
out on pages 22 and 23 and any fees are disclosed in the remuneration report. 
Each Executive Director is limited to one non-Executive role at any one time. 

Conflicts of interest 
During the year a review of the Directors’ interests and appointments was carried out 
by the Company Secretary. The Board considered and authorised each Directors’ 
reported actual or potential conflicts. The Board continues to monitor and review 
potential conflicts of interest on a regular basis. 

Risk management 

The Board takes ultimate responsibility for the Group’s systems of risk management 
and internal control and reviews their effectiveness. 

The Group’s systems and controls are designed to ensure that the Group’s exposure 
to significant risk is managed appropriately, but the Board recognises that any system 
of internal control is designed to mitigate and not eliminate risk and can only provide 
reasonable and not absolute assurance against material misstatement or loss. 

Risk management practices 
In order to manage risk, the following risk management structures are in place: 

(cid:2)(cid:3) Key Business Risk Review (KBRR): The KBRR consists of an annual assessment 

of key risks throughout the Group, with the outputs presented to the Executive 
Management Team and the Audit Committee. 

(cid:2)(cid:3) Control Risk Self Assessment and sign off: The self assessment programme has 
been refreshed in the year in order to better support the mitigation of key risks 
throughout the company. 

Performance evaluation 
The Board, its Committees and the individual Directors participate in an annual 
evaluation of performance. 

The Board assessed the effectiveness of the risk management processes and internal 
controls during the year and to the date of this report. Such assessment is based on 
reports presented to the Board and the Audit Committee, including: 

The Board evaluation process was carried out by way of an internal questionnaire. 
The findings of the evaluation confirmed that the composition, interaction and 
experience of the Board remains appropriate. The Directors also participated in 
detailed reviews of individual performance. 

Engagement with shareholders and major stakeholders 

Relations with shareholders 
The Company continued to maintain an effective dialogue with shareholders to 
ensure that the Company’s strategy is understood and that any queries can be dealt 
with in a constructive manner. 

The Company maintains regular contact with institutional shareholders, fund 
managers and analysts through meetings led by the Chief Executive and Group 
Finance Director. Brokers’ reports and analysts’ briefings are regularly distributed 
to all Directors. The Board receives updates on feedback raised by institutional 
shareholders, fund managers and analysts, which enables the Directors to form 
a view of the priorities and concerns of the Company’s stakeholders. In addition, 
the Chairman meets major institutional shareholders from time to time. The Senior 
Independent non-executive Director is available to shareholders if they have concerns 
that contact through the normal channels has either failed to resolve or is deemed 
inappropriate. 

Communications with shareholders 
The Group’s website contains up to date information for shareholders and other 
interested parties, including share price information, announcements and news 
releases, Annual Reports and other shareholder circulars. 

Shareholders have a choice of how to receive their Company communications. 
The Company recognises the benefit of electronic communications and encourages 
shareholders to receive communications via electronic means. 

Annual General Meeting 
The Company’s twelfth Annual General Meeting (AGM) will be held at 11:30am on 
Friday, 26 July 2013 at the offices of Buchanan, 107 Cheapside, London EC2V 6DN. 
Details of the business to be proposed at the meeting are contained in the Notice 
of AGM. 

The AGM provides an opportunity for the Board to meet with shareholders and 
provide an update on the performance and plans of the Company. Shareholders are 
invited to ask questions at the AGM and have the opportunity to meet Directors and 
senior managers. 

Communications with other stakeholders 
Throughout the year, the Directors and senior managers meet with a range of 
external stakeholders. The purpose of these events is to discuss the Group’s position 
in a range of business, policy and public interest issues and to learn more about 
stakeholders’ views. 

(cid:2)(cid:3) the results of Internal Audit’s reviews of internal controls; and 

(cid:2)(cid:3) a Group-wide certification that effective controls had been maintained or, where 
any significant non-compliance or breakdown had occurred, that appropriate 
remedial action has been or is being undertaken. 

Central to the Group’s systems of internal control are its processes and framework 
for risk management. These comply with the Turnbull Guidance on internal controls 
and were in place throughout the year and to the date of this report. 

The Group’s systems of internal control operate through a number of different 
processes. These are: 

(cid:2)(cid:3) a clear system of delegated authorities from the Board to the management team 

with certain matters reserved exclusively for the Board’s decision; 

(cid:2)(cid:3) the annual review of the strategy and plans of each of the business units and 

of the Group as a whole in order to identify the risks that the Group faces and any 
mitigating actions; 

(cid:2)(cid:3) regular financial reporting against budgets and the review of results and forecasts 

by Executive Directors, including particular areas of business or project risk; 

(cid:2)(cid:3) regular reporting, monitoring and review of the effectiveness of health and 

safety processes; 

(cid:2)(cid:3) the review and authorisation of proposed investment, divestment and capital 

expenditure throughout the Group; 

(cid:2)(cid:3) regular reporting, monitoring and review of the effectiveness of legal 

compliance processes; 

(cid:2)(cid:3) a Group-wide risk management framework which is well established throughout 
the Group. Key risks are identified and assessed and action plans are developed 
to mitigate or eliminate unwanted exposures. The results of these are subject 
to review; 

(cid:2)(cid:3) reviews and tests by Internal Audit of critical business processes and controls 

and specific reviews in areas of perceived high risk; and 

(cid:2)(cid:3) the Group’s policy in relation to staff being able to raise concerns, in confidence, 
about possible improprieties on matters of financial reporting and other issues. 

Compliance 
The Board considers that the Company has been in compliance with the provisions 
of the Code throughout the year ended 31 March 2013 and to the date of this report. 

27

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Wincanton plc Annual Report and Accounts 2013
Directors’ report

Wincanton employees 

The Board of Directors and the Executive Management Team 
The Board is accountable to the Company’s shareholders for the good conduct 
of the Company’s affairs and is collectively responsible for creating and sustaining 
shareholder value through the overall management of the Group, while ensuring that 
a sound system of internal control and risk management is in place. The Executive 
Management Team is the group of Executive Directors and senior managers, which is 
responsible for implementing the strategy and policy as agreed by the Board and for 
the operational management of Wincanton’s business. 

Other employees 
On 31 March 2013, the Group employed 15,600 people. Most of these people work in 
the UK and just over 400 are employed in Ireland. Of all employees, 82% are men and 
18% are women. The average age of the Company’s employees is between 40 and 
49 years. 

Innovation, research and development 
Wincanton employees have extensive knowledge, expertise and know-how. 
New ideas, improvements to processes and design and innovation are fundamental 
to the Group’s ability to adapt to the challenges of the future. During the year 
the Group was active in the development of new products and supply chain services 
to support current and future customer requirements. 

Community and charitable activities 
With operations all over the UK and Ireland, the Group supports and makes a positive 
impact to hundreds of communities. During the year ended 31 March 2013, the 
Group contributed £11k (2012: £21k) to charitable and community programmes. 

Nomination Committee 

Membership 
Attendance at Nomination Committee meetings 

The Group is committed to ensuring its development and the development of its 
employees. In doing so, it adopts the following principles: 

Steve Marshall (Chairman) 

(cid:2)(cid:3) to build and maintain close harmony with its customers; 

(cid:2)(cid:3) to treat every employee with care, respect and integrity; 

(cid:2)(cid:3) to recruit the best people and to develop them to their full potential; 

(cid:2)(cid:3) to ensure that teamwork thrives; and 

(cid:2)(cid:3) to minimise operational effects upon the community and the environment. 

The Group values the differences between employees that define them as unique 
individuals and that diversity within the workplace is an integral part of achieving 
success. The Group also recognises its responsibilities to its employees. 

The Group’s focus is on driving a high performance culture and improving 
performance at every level. The Group is committed to maximising and unlocking 
the potential of its employees and developing and retaining the most talented 
people in the Group. 

The Group’s equality, fairness and diversity strategies are based on the 
following principles: 

Recruitment 
Apply non-discriminatory treatment to all potential and actual applicants during the 
recruitment process, and comply with legislative requirements, best practice and 
codes of practice, enabling the Group to draw on the widest pool of potential talent. 

Training and career development 
Ensure that opportunities for training, promotion and transfer are made equally 
available to all employees, with decisions based solely on the qualifications and 
suitability of the candidates, removing all artificial and irrelevant barriers to employees’ 
contributions to the Group. 

Paul Venables 

Jonson Cox 
David Radcliffe1 
Martin Sawkins1 

Eric Born 
Neil England2 

1  Appointed 27 July 2012. 
2  Resigned 31 July 2012. 

  Attended/scheduled

3 / 3

3 / 3

3 / 3

2 / 2

2 / 2

3 / 3

1 / 1

Role of the Nomination Committee 
The Nomination Committee’s role is to review the leadership needs of the Board 
and senior management, with a view to ensuring the Group’s continued ability 
to perform effectively. The Nomination Committee’s remit, which is set out in its 
terms of reference, includes responsibility for: 

(cid:2)(cid:3) reviewing the structure, size and composition of the Board and its Committees 

and making recommendations to the Board on any desired changes; 

(cid:2)(cid:3) reviewing the succession plans for the Executive Directors; 

(cid:2)(cid:3) making recommendations to the Board on suitable candidates to fill vacancies 

for both non-executive and Executive Directors; 

(cid:2)(cid:3) ensuring that the procedure for appointing new Directors is rigorous and 

transparent and that appointments are made on merit and against objective criteria; 

(cid:2)(cid:3) reviewing potential conflicts of interests of Directors; and 

(cid:2)(cid:3) reviewing the external commitments of the Directors and the time required to 

discharge their responsibilities effectively. 

Terms and conditions of employment 
Ensure that policies including compensation, benefits and any other relevant issues 
associated with terms and conditions of employment comply with legal minimum 
standards, are formulated and applied without regard to age, sex, gender identity, 
pregnancy, maternity, marital status, disability, colour, race, nationality, ethnic or 
national origins, sexual orientation, religion, belief or political affiliation and are 
reviewed regularly. 

Before a Board appointment is made, the Nomination Committee evaluates the skills, 
knowledge and experience of the Board to ensure that any new appointment 
complements these qualities. Candidates from a wide range of backgrounds are 
considered and appointments are made on merit, with due regard to the benefits 
of diversity on the Board, including gender. The selection process generally 
involves interviews with a number of candidates, using the services of a professional 
search firm. 

Working environment and communications 
Ensure that employees are provided with an environment in which they are able 
to conduct their work safely, securely and without discrimination. 

The Group is large and communication occurs in multi-faceted ways. 
Communication ensures that employees are connected to and engaged with the 
Group, ensuring that they know what is expected of them and that they feel valued 
for what they do. 

 
 
 
 
 
 
 
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Wincanton plc Annual Report and Accounts 2013
Directors’ report

Governance 

Activities in the year ended 31 March 2013 
The Nomination Committee met three times during the year. The business covered 
at the meetings included the following: 

Activities in the year ended 31 March 2013 
The Audit Committee met three times during the year. The business covered at the 
meetings included the following: 

(cid:2)(cid:3) a review of Committee chairmanship and membership following the 
appointment of David Radcliffe and Martin Sawkins to the Board; 

Financial statements 
(cid:2)(cid:3) reviewed the financial statements in the 2012 Annual Report and Accounts 

(cid:2)(cid:3) consideration for management succession on the resignation of Jon Kempster 

as Group Finance Director; 

(cid:2)(cid:3) a review of the position of the Senior Independent non-executive Director; 

(cid:2)(cid:3) a review of candidates to fill the Group Finance Director vacancy; and 

(cid:2)(cid:3) the annual review of the Directors’ conflicts of interests declarations. 

As part of the Board evaluation process, the operation of the Nomination Committee 
was evaluated and it was confirmed that the Nomination Committee operates 
effectively. 

Audit Committee 

Membership 
Attendance at Audit Committee meetings 

Paul Venables (Chairman) 

Jonson Cox 
David Radcliffe1 
Martin Sawkins1 
Neil England2 

1  Appointed 27 July 2012. 
2  Resigned 31 July 2012. 

  Attended/scheduled

3 / 3

3 / 3

2 / 2

2 / 2

1 / 1

Role of the Audit Committee 
Each member of the Audit Committee is independent and the membership meets 
the requirements of the Code. The Group Finance Director, Head of Internal Audit and 
the external auditor attends and report at Audit Committee meetings. The Company 
Chairman and the Chief Executive also regularly attend Audit Committee meetings. 
During the year, the Audit Committee met privately with the external auditor, and 
separately with the Head of Internal Audit. 

The Audit Committee has unrestricted access to Company documents and 
information as well as to management and the external auditor. 

The Audit Committee assists the Board on the effective discharge of its responsibilities 
for financial reporting and internal control, together with the procedures for the 
identification, assessment and reporting of risks. The Audit Committee’s remit, which 
is set out in its terms of reference, includes responsibilities for: 

(cid:2)(cid:3) reviewing the Company’s financial reports and formal announcements to ensure 
they represent an accurate, clear and balanced assessment of the Company’s 
position and prospects; 

(cid:2)(cid:3) monitoring and reviewing the effectiveness of the Company’s accounting systems, 

internal control policies and procedures and risk management systems; 

(cid:2)(cid:3) monitoring and reviewing the effectiveness of the Company’s Internal 

Audit function; 

(cid:2)(cid:3) monitoring and reviewing the objectivity and independence of the external 

auditor taking into consideration the scope of their work and fees paid for both 
audit and non-audit services; 

(cid:2)(cid:3) monitoring and reviewing the significant risks identified by the business as well 

as the mitigating action against those risks; 

(cid:2)(cid:3) monitoring and reviewing the arrangements by which employees can in 

confidence raise concerns about any possible improprieties in financial and other 
matters; and 

(cid:2)(cid:3) reviewing the significant financial reporting issues and judgements. 

and the half year results. As part of this review the Audit Committee received from 
the external auditor a report on their audit of the Annual Report and Accounts and 
their review of the half year results; 

(cid:2)(cid:3) reviewed the impairment of assets and related accounting matters; and 

(cid:2)(cid:3) reviewed the preliminary and half year results announcements. 

Control environment and risk management 
(cid:2)(cid:3) received reports by Internal Audit setting out the audit programme, its progress 

against the programme, the results of key audits and other significant findings, the 
adequacy of management’s response and the timeliness of resolution of actions; 

(cid:2)(cid:3) reviewed and agreed the Group Internal Audit Plan for the year ending 

31 March 2014; and 

(cid:2)(cid:3) received reviews from Internal Audit on risk management programmes 

completed in the year including a Group wide Control Risk Self Assessment and 
formal Group risk mapping exercise. 

External audit process 
(cid:2)(cid:3) reviewed the effectiveness of the overall audit process for the year ended 

31 March 2012, meeting with the external auditor and management separately 
to identify any areas of concern in the preparation of the financial statements; 

(cid:2)(cid:3) reviewed independence and objectivity and agreed the terms of appointment, 
areas of responsibility, associated duties and scope of the audit as set out in the 
engagement letter for the year; 

(cid:2)(cid:3) reviewed and agreed the audit fees; 

(cid:2)(cid:3) reviewed internal control and key accounting and audit issues; and 

(cid:2)(cid:3) reviewed recommendations made by the external auditor and the adequacy 

of management’s response. 

Independence of Auditor 
(cid:2)(cid:3) reviewed the extent of non-audit services provided by the auditor in accordance 

with the established policy. This control is exercised by ensuring non-audit 
projects, where fees are expected to exceed £60,000 are subject to prior approval 
of both the Audit Committee Chairman and the Group Finance Director. If non-
audit project fees are expected to exceed £100,000 the prior approval of the Board 
is required. 

The Audit Committee continued to monitor the level of non-audit work undertaken 
by the auditor. Full disclosure of the audit and non-audit fees paid during the year 
is made in Note 3 to the financial statements. 

Under the Audit Committee’s terms of reference, the Audit Committee is responsible 
for recommending to the Board the appointment, reappointment and removal of 
the external auditor. The Audit Committee is satisfied with the external auditor’s 
effectiveness. The Company’s auditor, KPMG Audit Plc, has instigated an orderly wind 
down of business. Upon the recommendation of the Audit Committee and approval 
of the Board, a resolution to appoint KPMG LLP as auditor, and to authorise the 
Directors to fix their remuneration will be proposed at the 2013 AGM. 

As part of the Board evaluation process, the operation of the Audit Committee was 
evaluated and it was confirmed that the Audit Committee operates effectively. 

 
Wincanton plc Annual Report and Accounts 2013
Directors’ report

Directors’ remuneration report 

Remuneration Committee Chairman’s introduction 

I am pleased to introduce the Directors’ remuneration report for the year ended 31 March 2013. 

The main task of the Remuneration Committee (the Committee) is to ensure that the remuneration of Directors 
and senior managers supports the delivery of the strategic objectives of the Group. This is achieved by setting 
remuneration in the context of the markets in which we operate, making a significant proportion of remuneration 
dependent on delivering demanding performance targets and developing a culture of high performance linked 
to retention. 

Executive Directors’ remuneration consists of base salary, bonus, share awards and benefits-in-kind. Share awards 
are delivered through both the annual bonus scheme and a long-term incentive scheme. The bonus and long-term 
incentive elements are performance related and are also conditional on continued service to encourage retention. 
To assess performance, targets are set each year that are clear, robust and objective alongside a realistic appraisal 
of performance in the context of the wider economic environment in which the Group operates. 

The Company’s Remuneration Policy has not changed in the year ended 31 March 2013 and no changes are 
planned for the year ending 31 March 2014. However, the current bonus arrangements come to a natural 
conclusion in the year ending 31 March 2015 and a review will be undertaken during this year to consider what 
new arrangements will be put in place at the expiry of the existing arrangements. Before any changes are made, 
the Committee will carry out a formal consultation with major shareholders before proposals are put to all 
shareholders at a future AGM. 

I trust that you find the report clear and informative.  

Martin Sawkins 
Remuneration Committee Chairman 

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30

Wincanton plc Annual Report and Accounts 2013
Directors’ report

Directors’ remuneration report 

Introduction 

Role of the Remuneration Committee 
Governance 
The Remuneration Committee’s (the Committee) composition, responsibilities and operation complied with Section D of the UK Corporate Governance Code (the Code). 
In forming remuneration policy, the Committee has given full consideration to the best practice provisions set out in the Code. This report sets out the Company’s policy on 
Executive Directors’ remuneration for the year ended 31 March 2013 and complies with the regulations made under the Companies Act 2006. The report will be presented at 
the AGM on 26 July 2013, where shareholders will be able to ask questions on the remuneration report. 

Membership 
Attendance at Remuneration Committee meetings 

Martin Sawkins (Chairman)1 

Jonson Cox 

Steve Marshall 
David Radcliffe1 

Paul Venables 
Neil England2 

1  Appointed 27 July 2012. 
2  Resigned 31 July 2012. 

Attended/scheduled

3/3

4/4

4/4

3/3

4/4

1/1

At the date of this report, the membership of the Committee comprises four independent non-executive Directors plus the Company Chairman. They represent diverse 
backgrounds and experience, which is designed to provide balance and diversity within the Committee. Consultation among the Committee members takes place outside 
the scheduled meetings as necessary. 

During the year ended 31 March 2013, Neil England resigned as Chairman of the Committee and Martin Sawkins was appointed Chairman of the Committee on 27 July 2012. 

Terms of reference of the Committee 
The terms of reference of the Committee are reviewed annually. The main responsibilities of the Committee are to: 

(cid:2)(cid:3) determine and agree with the Board the broad policy for the remuneration of the Company’s Executive Directors, Chairman and Company Secretary; 

(cid:2)(cid:3) select and appoint consultants to provide independent advice to the Committee; 

(cid:2)(cid:3) approve the design of, and determine targets for, relevant performance related pay schemes operated by the Company; 

(cid:2)(cid:3) determine whether performance targets have been met; 

(cid:2)(cid:3) review the design of all share incentive plans for approval by the Board and shareholders; and 

(cid:2)(cid:3) oversee any major changes in employee benefit structures at Group level. 

Advisers to the Remuneration Committee 
During the year, the Committee carried out a review of the arrangements by which it receives advice. As a result of that review, the Committee carried out an adviser tender 
exercise, which resulted in the appointment of Kepler Associates as independent advisers to the Committee. Kepler Associates provided a range of advice to the Committee, 
which included market information drawn from published surveys, governance developments and their application to the Company, advice on the appropriate structure of 
short-term incentives, long-term incentives and comparator group pay and performance. In addition, other advisers to the Committee are as follows: 

(cid:2)(cid:3) the Chief Executive and the HR Director who advised the Committee on matters relating to the appropriateness of awards for the Executive Directors and members of the 

Executive Management Team, although they were not present for any discussions on their own remuneration; and 

(cid:2)(cid:3) the HR Director also advised on HR strategy and the application of policies across the Group. 

Stakeholder engagement and consultation 
The Committee recognises the importance of engaging with stakeholders in relation to the setting of remuneration policy. The Company Chairman has met with shareholders 
to discuss, amongst other things, remuneration policy within the Group. As the Committee continues to review the appropriate remuneration structure, it will remain engaged 
with shareholders and carry out formal consultation as appropriate. 

Activities in the year ended 31 March 2013 
The Committee met four times during the year. The business covered at the meetings included the following: 

(cid:2)(cid:3) agreeing bonus award levels in respect of the year ended 31 March 2012; 

(cid:2)(cid:3) reviewing annual salaries and determining that the Executive Directors would receive no pay rises; 

(cid:2)(cid:3) measuring and concluding that the performance conditions for the 2009 Performance Share Plan award have not been met and setting the performance conditions for the 

2012 Special Option Plan award; 

(cid:2)(cid:3) commencing a review of future bonus and long-term incentive arrangements; and 

(cid:2)(cid:3) reviewing the Directors’ remuneration report. 

 
 
31

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Wincanton plc Annual Report and Accounts 2013
Directors’ report

Executive Remuneration in the year ended 31 March 2013 

Remuneration policy 
Principles of Executive remuneration policy 

The main principles are to: 

(cid:2)(cid:3) attract and retain Executive Directors and other senior managers to run the Company effectively for the benefit of all stakeholders; 

(cid:2)(cid:3) adopt a competitive and straightforward approach to remuneration, which meets shareholder expectations; and 

(cid:2)(cid:3) set remuneration at levels which promote the long-term development of the Group and reward and retain individuals in line with performance. 

Key elements of remuneration policy 

Performance measure 

Base salary 

Purpose – link to strategy

Policy and decisions

Benefits 

Pensions 

Reflects market data, role and experience. 

The Group provides the appropriate benefits for 
Executive Directors in a business of this size, including 
company car allowance, healthcare and life insurance. 

The Group provides the appropriate pension 
contributions for Executive Directors in a business 
of this size. 

Executive Bonus Plan 

Awards made under the Executive Bonus Plan 
are determined by the Committee’s 
assessment of the performance during 
the year, based on the key areas below: 

All performance targets are linked to the Group’s 
strategy. 

Operating profit performance (60%) 
Operating profit performance is measured by 
underlying operating profit, which reflects the 
basis on which the Group is managed. 

Sustained operating profit performance improvement 
will enable the Group to improve its balance sheet 
position and ensure the longer term performance 
of the Group. 

Personal objectives (40%) 
Personal objectives are designed to support 
the achievement of the Group’s strategy and 
reinforce its values with 50% of the personal 
objectives relating specifically to financial 
measures other than underlying 
operating profit. 

Special Option Plan 

In order to vest, average TSR growth per 
annum has to be in excess of 10% with full 
vesting achieved at 22% per annum during 
the relevant three year period. There is also an 
EPS underpin which requires that EPS cannot 
reduce during the relevant three year peiod. 

Personal objectives set during the year covered 
areas such as: driving the development of new product 
solutions for higher margin revenue streams; 
positioning the Group as a broader supply chain 
solutions partner; working capital management; 
compliance with banking covenants; continuing to 
build relationships with prospective and existing 
customers and potential external partners; and driving 
a high performance culture across the Group. 

All performance targets are linked to the Group’s 
strategy. 

Following the annual salary review, Eric Born’s salary of £415,000 
was unchanged in the year. At the time of Adrian Colman’s 
appointment, the Committee took advice and set Adrian’s salary 
at £300,000, which is lower than that of the previous incumbent. 

Following the annual salary review, the benefits of Eric Born were 
unchanged in the year. At the time of appointment of Adrian 
Colman, the Committee took advice and set certain of the 
benefits at a lower level than that of the previous incumbent, with 
some of the benefits being at the same level. No benefits were 
increased in the year. 

Eric Born and Adrian Colman are members of a defined 
contribution section of the Wincanton pension scheme. An 
amount equivalent to 22% of Eric Born’s pensionable salary and 
15% of Adrian Colman’s pensionable salary was payable in the 
year ending 31 March 2013. Insofar as the individual contribution 
levels exceed £50,000, the contribution will be in the form of a 
taxable cash supplement. 

Maximum award of 200% of base salary for Eric Born and 150% of 
salary for Adrian Colman with 50% of any award paid in cash and 
50% deferred in shares, which only vest subject to continued 
service and operating profit performance. Awards are made as nil 
cost options. 

During the year ended 31 March 2013 the Group delivered 
underlying operating profit performance of £46.5m, which is 
ahead of budget and significantly ahead of the equivalent 
achieved in the year ended 31 March 2012 of £43.8m. This 
element contributed a payment of 35% of the maximum 
potential award. This was pro rated for Adrian Colman from 
the date of his appointment. 

Overall, the Committee concluded that progress was made in the 
areas covered by the personal objectives and the Executive 
Directors delivered strong performance during the year under 
review. This element contributed a payment of 34% of the 
maximum potential award for Eric Born and 40% of the 
maximum potential award for Adrian Colman, which 
was pro rated from the date of his appointment. 

Award of 200% of base salary for Eric Born and 250% of base salary 
on the appointment of Adrian Colman. Awards vest to the extent 
performance conditions are met. Awards are made as market 
priced options, which means that the Executive Directors only 
realise value, to the extent that the options meet the performance 
conditions and vest, from any increase in the share price over the 
option price. The option price of the award made to Eric Born was 
36p and the option price of the award made to Adrian Colman 
was 70.8p. 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
32

Wincanton plc Annual Report and Accounts 2013
Directors’ report

Directors’ remuneration report 

Performance measure 

Performance Share Plan 

Purpose – link to strategy

Policy and decisions

For awards granted in 2009, performance was 
measured against the following elements: 

The two elements of TSR and EPS reflect relative and 
absolute measures of performance. 

Maximum award of 100% of base salary. Awards vest to the extent 
performance conditions are met. 

Total Shareholder Return 
(cid:2)(cid:3) 100% vests for upper quartile performance 

compared to FTSE 250 

(cid:2)(cid:3) 25% vests for median performance 

compared to FTSE 250 

(cid:2)(cid:3) Straight-line vesting between median and 

upper quartile 

(cid:2)(cid:3) Nil vest for below median performance 

Cumulative underlying EPS 
(cid:2)(cid:3) 100% vests at 70.0p 
(cid:2)(cid:3) 50% vests at 66.2p 
(cid:2)(cid:3) Nil vest at below 66.2p 

The relative TSR measure is dependent on the Group’s 
relative long-term share price performance and 
dividend return.  

TSR (max 50%) 
Below median performance achieved and therefore 0% of TSR 
element vested. 

Underlying EPS is used to monitor the Group’s 
performance over the medium term. 

EPS (max 50%) 
EPS below 70.0p and therefore 0% of EPS element vested. 

Changes in the year ended 31 March 2013 
Jon Kempster resigned as a Director on 12 November 2012. The Committee approved his remuneration terms on exit, which provided no more than Jon was due under both his 
contract of employment and through the rules of the relevant share schemes. 

Adrian Colman was appointed Group Finance Director on 7 January 2013. Following advice from Kepler Associates, the Committee approved the remuneration arrangements 
for Adrian on appointment. This resulted in a lower base salary and a reduced maximum bonus potential compared to that available to Jon. 

Remuneration earned in respect of the year ended 31 March 2013  

Eric Born3 
Adrian Colman1, 3 
Jon Kempster2 

Base  
salary 
£000 

415 

75 

203 

Benefits
£000

26

4

9

Individual
pension
contribution
level
£000

50

10

44

Pension
supplement
£000

40

–

–

Bonus 
£000 

574 

84 

187 

2013
Total
£000

1,105

173

443

2012
Total
£000

868

–

679

1  Appointed 7 January 2013. 
2  Resigned 12 November 2012. 
3  Of the total bonus payable, 50% will be paid in cash with the remaining 50% deferred in shares as recorded in the table below. 

Value of options vested in respect of the year ended 31 March 2013 
No options vested in the year for any Executive Director. The performance conditions for the 176,767 nil cost options awarded to Eric Born under the Performance Share Plan 
were tested and the Committee concluded that they were not met. Those options therefore lapsed. 

As a result of the forfeiture threshold being exceeded, 50% of the Deferred Shares awarded as part of the bonus award made in respect of the year ended 31 March 2012 will, 
subject to Eric Born remaining employed by the Company, vest on 12 July 2013. 

All options held by Jon Kempster lapsed at the date of his resignation. 

Value of options awarded in respect of the year ended 31 March 2013 
The options below were awarded in respect of the year ended 31 March 2013. The vesting of all options awarded is subject to performance conditions being met. 
The Committee will report on the value of any options that vest following the final testing of performance conditions. 

Eric Born 

Adrian Colman 
Jon Kempster4 

Deferred
Shares1
£000

287

42

–

Special 
Option 
Plan2 
£000 

830 

750 

650 

2013
Total
£000

1,117

792

650

2012
Total3
£000

1,829

–

1,432

1  50% of the bonus awarded in respect of 2012/13 is deferred in shares. The award of Deferred Shares in respect of the year ended 31 March 2013 will be made in July 2013. The number of options that will 
be awarded and the value set out above are based on the Company’s share price on the 30 business days up to the end of the financial year of £0.54. Eric Born will be awarded 536,260 nil cost options and 
Adrian Colman will be awarded 78,986 nil cost options.  

2  As set out above, an award of options was made during the year ended 31 March 2013. Subject to performance conditions, the award will vest in July 2015 for Eric Born and January 2016 for Adrian 

Colman. The award made to Jon Kempster lapsed on his date of resignation. The value set out is based on the option price, which was the average share price for the three days immediately preceding 
the date of award. 

3  The awards made under the terms of the Share Option Plan during the year ended 31 March 2012 lapsed as a result of the EPS performance condition not being met. As a result, no recipients of the award 

will receive any shares and therefore they will realise no value from the award. 

4  Resigned 12 November 2012. 

 
 
 
 
33

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Wincanton plc Annual Report and Accounts 2013
Directors’ report

Remuneration in 2013/14 

Remuneration policy 
During 2013/14 the Committee will: 

(cid:2)(cid:3) continue to review its policy to ensure that it is aligned to the long-term needs of all stakeholders; and 

(cid:2)(cid:3) continue to engage with key stakeholders. 

For Executive Directors the target is to provide packages at median when compared to companies with similar numbers of employees, revenue and market capitalisation. 
The aim is to retain Executive Directors who are motivated by the long-term success of the Company, rather than short-term remuneration. 

(cid:2)(cid:3) The Committee regularly reviews the total compensation of the Executive Directors compared to benchmarks to make sure that the Company is not disadvantaged by the 

current position. 

(cid:2)(cid:3) The Committee reviews the long-term total reward of the Executive Directors, to ensure that it is suitably aligned with the long-term performance of the business. 

Balance of fixed and variable remuneration 
The Committee believes that around 65% of total remuneration should be performance related, increasing to 80% for exceptional performance. 

Remuneration across the Group 
The Committee appreciates the importance of an appropriate relationship between the remuneration levels of the Executive Directors, senior managers, managers and other 
employees within the Group. The Committee seeks to ensure that there is consistency of approach to remuneration across the Group. 

Base salaries 
The Committee is mindful of the remuneration of different groups of employees and considers wider internal pay arrangements and other relevant external indices such as 
inflation in the process of reviewing base salary for the Executive Directors. After giving the matter due consideration, the Committee decided not to increase the salaries of the 
Executive Directors. Eric Born’s base salary is £415,000 and Adrian Colman’s base salary is £300,000, no change in salary is expected in 2013/14. 

Benefits 
No increase to benefits are planned in 2013/14. 

Pensions 
No change to pension arrangements are planned in 2013/14. The Scheme also provides for the payment of benefits on death or incapacity. 

Current incentive plans 
Executive Bonus Plan 
The purpose of the Executive Bonus Plan is to reward Executive Directors’ performance during the year, based on an analysis of corporate performance and personal objectives.  

For the year ending 31 March 2014, the structure of the annual bonus will remain the same as in the year ended 31 March 2013. The maximum annual incentive payable 
continues to be 200% of salary for Eric Born and 150% of salary for Adrian Colman, split between: 

(cid:2)(cid:3) Corporate performance (60%) 

(cid:2)(cid:3) Personal objectives (40%) 

In any single year, it is expected that the annual cash bonus paid will be around 70% of an Executive Directors’ maximum for on-target performance. Any bonus earned in respect 
of 2013/14 will be paid 50% in cash and 50% in Deferred Shares, which will vest up to and including July 2015, subject to continued service and the Group meeting specific 
predetermined underlying operating profit targets. The Committee retains the discretion to vary this award level in exceptional circumstances. 

Special Option Plan 
The Special Option Plan rewards Executive Directors and members of the Executive Management Team over a three-year period for continued profitable performance as 
measured by TSR with EPS performance underpinning the award. In order to vest, average TSR growth per annum has to be in excess of 10% with full vesting achieved at 22% 
per annum during the relevant three year period. An award is anticipated to be made to both Eric Born and Adrian Colman in July 2013 at a value equivalent to 200% of base 
salary as at the date of award. 

Performance Share Plan 
Eric Born holds 163,080 options that were awarded in July 2010 under the terms of the Performance Share Plan. The performance conditions will be tested in July 2013. 
It is anticipated that the performance conditions will not be met and that the options will lapse in full.  

Other information 

TSR since demerger

300

270

240

210

180

150

120

90

60

30

May
2001

Sep
2001

Mar
2002

Sep
2002

Mar
2003

Sep
2003

Mar
2004

Sep
2004

Mar
2005

Sep
2005

Mar
2006

Sep
2006

Mar
2007

Sep
2007

Mar
2008

Sep
2008

Mar
2009

Sep
2009

Mar
2010

Sep
2010

Mar
2011

Sep
2011

Mar
2012

Sep
2012

Mar
2013

Source: Datastream

Wincanton

FTSE All-Share

FTSE Small Cap

FTSE 250

 
 
 
 
 
 
 
 
34

Wincanton plc Annual Report and Accounts 2013
Directors’ report

Directors’ remuneration report 

Share ownership policy 

Employee share ownership is a key part of the Company’s remuneration policy and is designed to help maintain long-term commitment and business understanding, offering 
the opportunity to benefit from any growth in shareholder value. 

(cid:2)(cid:3) The interests of Executive Directors are closely aligned with those of other shareholders. The Special Option Plan and the 50% deferral of the Executive Bonus Plan help 

facilitate this alignment. 

(cid:2)(cid:3) The Executive Directors are required to build and then maintain a shareholding equivalent to three times salary. Consent to sell shares would not normally be given 

(unless in exceptional circumstances or to fund a connected tax liability) until this level of shareholding is achieved. 

Directors shareholdings as percentage of annual salary 

Eric Born 

Adrian Colman 

% salary

6

5

Based on shareholdings at 31 March 2013 and a share price as at 28 March 2013 of 43.75p. 

All-employee share scheme 
Executive Directors are eligible to participate in the Company’s Share Incentive Plan which allows all employees to allocate part of their pre-tax salary to purchase shares up to a 
maximum of £125 per month. Participants receive one free Matching Share monthly for every four Partnership Shares purchased. 

Funding of share schemes and dilution 
An Employee Share Trust is in operation and it currently settles all exercises of options except those under the Share Incentive Plan. At the date of this report, the Employee Share 
Trust holds 5,772,484 shares, which is equivalent to 4.7% of the Company’s issued share capital. The Committee regularly reviews the means by which exercises of options will 
be settled. 

For the Share Incentive Plan, shares are purchased in the market to satisfy the monthly award. 

Pensions policy 
Pension planning is an important part of the remuneration strategy. Each employee is encouraged to join the relevant pension scheme. The Executive Directors are both 
members of a Defined Contribution section of the Company’s pension scheme. 

Service contracts 
It is the Company’s policy that Executive Directors should have service contracts with the Company. The service contracts of the current Executive Directors contain the following 
key items: 

Service contract key items 
Provision 

Notice period 

Termination payment 

Remuneration 

Non-competition 

Length of service 

Eric Born 

Adrian Colman 

Detailed terms

(cid:2)(cid:3) 6 months where given by the Director and 12 months where given by the Company

(cid:2)(cid:3) Up to 12 months’ salary (excluding any annual incentive or other enhancement) 

(cid:2)(cid:3) Salary, pension and benefits 
(cid:2)(cid:3) Company car or cash allowance 
(cid:2)(cid:3) Participation in the annual bonus scheme, employee share schemes and Executive 

incentive plans 

(cid:2)(cid:3) Private health insurance 

(cid:2)(cid:3) During employment and for twelve months after leaving 

  Date appointed to Board

Length of service to 31 March 2013 

1 October 2010 

7 January 2013 

2 years and 6 months 

3 months 

Outside appointments 
Executive Directors are able to accept one non-executive Director appointment outside the Company with the consent of the Board, as such appointments can enhance 
Directors’ experience and add value to the Company. Any fees are retained by the Director. Eric Born is a non-executive Director of John Menzies plc and received £40,333 in fees 
during the year ended 31 March 2013. 

Resignation of Jon Kempster 
Jon Kempster resigned and immediately stood down from the Board on 12 November 2012. Jon remained with the Company until 31 January 2013 and was paid his full 
remuneration up to and including this date. As at the date of resignation, all of Jon’s unexercised share options lapsed. With the structural aspects of refocusing the Group largely 
complete, including the disposal of the Mainland European operations, renewal of the Company's bank facilities and the triennial pension scheme valuation, the Committee 
agreed to pay Jon an amount in cash equivalent to 50% of the bonus he would have been entitled to under the Executive Bonus Plan, with this amount further reduced pro rata 
based on Jon’s date of cessation as an employee of the Group. 

Wincanton plc Annual Report and Accounts 2013
Directors’ report

Non-executive Directors 

The non-executive Directors have letters of appointment and are appointed for fixed terms of three years, subject to retirement by rotation and re-appointment at AGMs. 
The non-executive Directors do not participate in any share option or pension scheme operated by the Company. 

The fees of the independent non-executive Directors are agreed by the Board, with the non-executive Directors concerned not participating in the process. The fees are reviewed 
regularly against companies of a similar size and complexity. The current annual fee for a non-executive Director is £45,000 per annum and the Committee chair fee is £7,500 per 
annum. The Chairman’s fee as at the date of this report is £170,000 per annum. The fees did not change in the year. Non-executive Directors do not receive any additional fees but 
reasonable travelling and other expenses for costs incurred in the course of their duties are reimbursed. 

Length of service of the non-executive Directors 

  Date appointed to Board

Length of service to 31 March 2013 

Steve Marshall 

Paul Venables 

Jonson Cox 

David Radcliffe 

Martin Sawkins 

14 December 2011 

2 September 2009 

21 October 2005 

27 July 2012 

27 July 2012 

1 year and 3 months 

3 years and 7 months 

7 years and 5 months 

9 months 

9 months 

Remuneration, options and shareholdings in detail 

The auditor is required to report on the information contained in the tables below. 

Directors’ remuneration excluding Special Option Plan and Deferred Shares under the Executive Bonus Plan  

Salary/fee
£’000

Cash bonus
£’000

Benefits
£’000

Pensions 
£’000 

415

75

203

170

53

45

30

35

19

–

–

287

42

187

–

–

–

–

–

–

–

–

26

4

9

–

–

–

–

–

–

–

–

90 

10 

44 

– 

– 

– 

– 

– 

– 

– 

– 

2013

Total
£’000

818

131

443

170

53

45

30

35

19

–

–

2012

Total
£’000

700

–

547

51

50

47

–

–

53

98

14

Executive Directors 

Eric Born 
Adrian Colman1 
Jon Kempster2 

Non-executive Directors 
Steve Marshall (Chairman) 3 

Paul Venables 

Jonson Cox 
David Radcliffe4 
Martin Sawkins4 
Neil England5 

Directors serving in prior year only 
David Edmonds6 
Walter Hasselkus7 

1  Appointed 7 January 2013. 
2  Resigned 12 November 2012. 
3  Appointed 14 December 2011. 
4  Appointed 27 July 2012. 
5  Resigned 31 July 2012. 
6  Resigned 13 December 2011. 
7  Resigned 21 July 2011. 

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36

Wincanton plc Annual Report and Accounts 2013
Directors’ report

Directors’ remuneration report 

Directors’ long-term incentive plan interests 

Date of 
award 

Normal 
vest 
date 

No. of shares
under award as
at 1 April 2012

Option
exercise
price

Share price
at date of award

Additional
shares awarded
during the year

No. of shares 
lapsed during 
the year 

No. of shares
exercised during
the year

No. of shares
under award at
31 March 2013

Deferred Annual Bonus Scheme 
Eric Born1 

18 June 2010 

Performance Share Plan 

18 June 2012 

7,777

Eric Born 

12 June 2009 

12 June 2012 

Jon Kempster2 

Special Option Plan 

22 July 2010 

22 July 2010 

22 July 2013 

22 July 2013 

176,767

163,080

147,225

Eric Born 

27 September 2011  27 September 2014 

1,832,230

Adrian Colman5 
Jon Kempster2 

12 July 2012 

13 July 2015 

29 January 2013 

29 January 2016 

–

–

27 September 2011  27 September 2014 

1,434,879

Nil

Nil

Nil

Nil

£0.913
£0.364
£0.714
£0.913

£2.25

£1.98

£2.21

£2.21

£0.78

£0.33

£0.69

£0.78

–

–

–

–

–

2,305,555

1,059,322

176,767 

– 

147,225 

1,832,230 

– 

– 

–

1,434,879 

Executive Bonus Plan 

Eric Born 

12 July 2012 

Jon Kempster2 

12 July 2012 

12 July 2013 – 
12 July 20156 

12 July 2013 – 
12 July 20156 

–

–

Nil

Nil

£0.337

214,591

– 

£0.337

168,053

168,053 

– 

7,777

–

–

163,080

–

–

2,305,555

1,059,322

–

214,591

–

–

–

–

–

–

–

–

–

–

1  Eric Born exercised 7,777 shares on 19 June 2012 at a price of 44p and subsequently sold 4,101 shares to fund the Income Tax and National Insurance liability. Eric Born retained 3,676 shares which are 

included in the unrestricted shares held column in the Executive Directors’ share interests table below. 

2  Resigned 12 November 2012. 
3  The option price is calculated using the 30 day average share price immediately preceding the date of award. 
4  The option price is calculated using the three day average share price immediately preceding the date of award. 
5  Appointed 7 January 2013. 
6  At the end of each Plan Year, the Remuneration Committee will determine the level of satisfaction of the performance requirements (including forfeiture threshold). If the performance requirements are 
met, the Participant will then receive a payment equal to 50% of his Plan Account at the end of Plan Year one to three inclusive; and 100% of his Plan Account at the end of Plan Year four. Where the 
forfeiture threshold is not met, the Participant will receive no contribution into their Plan Account in respect of that Plan Year. In addition, 50% of the balance of their Plan Account earned in respect of 
previous Plan Years but not yet paid will be forfeited. The 50% forfeiture will occur each time the forfeiture threshold is not met for a Plan Year. 

7  The share price used to determine the number of Deferred Shares to be awarded is calculated using the 30 day average share price ending on the last working day of the financial year. For the award 

made in July 2012, in respect of the year ended 31 March 2012, the share price was 79p. 

Executive Directors’ share interests as at 31 March 2013 (or as at date of resignation if earlier) 

Eric Born 
Adrian Colman1, 3 
Jon Kempster2 

Partnership and Dividend Shares
held under the SIP

Unrestricted shares held

Total shares held

31 March 2013

31 March 2012

31 March 2013

31 March 2012 

31 March 2013

31 March 2012

4,140

–

3,347

672

–

1,691

57,388

36,000

21,096

53,712 

– 

21,096 

61,528

36,000

24,443

54,384

–

22,787

1  Appointed 7 January 2013. 
2  Resigned 12 November 2012. 
3  Of the 36,000 shares quoted, 17,936 are held by L. Moore, a connected person to Adrian Colman. 

There were no changes in the Directors’ personal holdings between 1 April 2013 and the date of this report, except for those in relation to the SIP. Between 1 April 2013 and the 
date of the report, Eric Born purchased 440 Partnership Shares and was awarded 110 Matching Shares. None of the Executive Directors held any shares non-beneficially nor had 
any interest in the shares of any subsidiary undertakings. 

Non-executive Directors’ share interests as at 31 March 2013 (or as at date of resignation if earlier) 

Steve Marshall (Chairman) 

Paul Venables 

Jonson Cox 
David Radcliffe1 
Martin Sawkins1 
Neil England2 

1  Appointed 27 July 2012. 
2  Resigned 31 July 2012. 

Opening

Purchased 

Disposed

Closing

–

35,000

36,589

–

–

25,000

– 

– 

– 

– 

– 

– 

–

–

–

–

–

–

–

35,000

36,589

–

–

25,000

There were no changes in the non-executive Directors’ personal holdings between 1 April 2013 and the date of this report. 

 
 
 
 
 
 
 
 
 
 
 
 
 
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Wincanton plc Annual Report and Accounts 2013
Directors’ report

Other statutory information 

Principal activities 
Wincanton plc is the holding Company of the Group. The Group is a leading provider 
of supply chain solutions in the UK and Ireland. 

Business review 
Wincanton is required to set out a fair review of the business of the Group and a 
description of the principal risks and uncertainties facing the Group (known as a 
Business Review). The Business Review is required to set out a balanced and 
comprehensive analysis of the development and performance of the Group’s 
performance during the year ended 31 March 2013 and of the position of the Group 
at the end of that financial year. The information that fulfils these requirements is 
deemed to be the Directors’ report and is contained within pages 24 to 28 of this 
Annual Report. In addition, the management report for the year, as required by 
the Disclosure and Transparency Rules, is incorporated by reference within the 
Directors’ report. 

Directors 
The Directors during the year and at the date of this report are: 

Executive 
Eric Born, Chief Executive 
Adrian Colman, Group Finance Director, appointed 7 January 2013 
Jon Kempster, Group Finance Director, resigned 12 November 2012 

Non-executive 
Steve Marshall, Chairman 
Paul Venables 
Jonson Cox 
David Radcliffe, appointed 27 July 2012 
Martin Sawkins, appointed 27 July 2012 
Neil England, resigned 31 July 2012 

At the 2013 AGM, all of the current Directors will retire and offer themselves for 
re-appointment. Biographical details of all Directors are set out on pages 22 and 23. 
Details of the service contracts of the Executive Directors and the letters of 
appointment for the non-executive Directors are set out in the remuneration report 
on pages 34 and 35 respectively. 

Directors’ insurance and indemnities 
The Directors have the benefit of the indemnity provision contained in the Company’s 
Articles of Association. The Company also purchased and maintained throughout the 
financial year Directors’ and Officers’ liability insurance in respect of itself and for its 
Directors and Officers. 

Results and dividends 
The Group profit attributable to ordinary shareholders for the financial year amounted 
to £18.3m. The Directors do not propose a dividend. 

Going concern 
After making enquiries, the Directors have a reasonable expectation that the Company 
and the Group have adequate resources to continue in business for the foreseeable 
future. The financial statements are therefore prepared on a going concern basis. 
Further details of the Group’s liquidity position and going concern review are provided 
in Notes 27 and 1 respectively to the Group financial statements. 

Share capital 
Details of the Company’s issued share capital as at 31 March 2013, which includes 
options granted under the Group’s employee share schemes, are set out in Note 6 to 
the Company financial statements. 

Authority to purchase shares 
The Company was authorised at the 2012 AGM to purchase its own shares within 
certain limits. During the year ended 31 March 2013, the Company did not purchase 
any shares under this authority. The Directors will, however, seek renewal of their 
authority to purchase in the market the Company’s shares at the AGM on 26 July 2013. 

Annual General Meeting 2013 
The Company’s twelfth AGM will be held at 11:30am on Friday, 26 July 2013 at the 
offices of Buchanan, 107 Cheapside, London EC2V 6DN. The Notice of Annual General 
Meeting 2013, which contains full explanations of the business to be conducted at the 
AGM, is set out in a separate shareholder circular. 

Substantial shareholdings 
At the date of this report, the Company has been notified of the following major 
shareholdings. Both the number of shares held and the percentage holding are stated 
as at the date of notification to the Company: 

Shareholder

Type of holding 

Number of 
shares held

Holding 
(%)

Ameriprise Financial, Inc 

Direct and Indirect 

14,692,957

12.07

Standard Life Investments Ltd 

Direct and Indirect 

11,796,433

Henderson Global Investors 

Direct and Indirect 

11,698,505

Rathbone Brothers Plc 

Aberforth Partners LLP 

Trustee of the Wincanton plc EBT 

Newton Investment 
Management Limited 

F&C Asset Management plc 

Indirect 

Indirect 

Indirect 

Indirect 

Indirect 

9,058,170

6,372,400

6,070,647

5,844,481

5,350,308

9.69

9.60

7.54

5.25

5.00

4.80

4.40

Creditor payment policy 
It is the Company’s policy that payment terms are agreed at the outset of a transaction. 
The Group seeks to abide by these payment terms when it is satisfied that the supplier 
has provided the goods or services in accordance with the agreed terms and 
conditions. At 31 March 2013 there were 61 days (2012: 60 days) purchases in the 
Group’s trade payables. 

Accounting policies, financial instruments and risk 
Details of the Group’s accounting policies, together with details of financial instruments 
and of risk are provided in Notes 1 and 27 to the Group financial statements. 

Additional information 
Where not provided elsewhere in the Directors’ report, the following provides the 
information required to be disclosed by Section 992 of the Companies Act 2006. 

Each ordinary share of the Company carries one vote at general meetings of the 
Company. There are no restrictions on the transfer of ordinary shares in the capital of 
the Company other than certain restrictions, which may from time to time be imposed 
by law. In accordance with the Listing Rules of the Financial Services Authority, certain 
employees are required to seek approval of the Company to deal in its shares. 

Employees who participate in the Share Incentive Plan, whose shares remain in the 
scheme’s trust, give directions to the trustee to vote on their behalf by way of a Form 
of Direction. 

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 rules governing the 
appointment and replacement of Directors are set out in the Company’s Articles of 
Association. The Company’s Articles of Association may only be amended by a special 
resolution at a general meeting of shareholders. 

The Company is not aware of any significant agreements to which it is party that take 
effect, alter or terminate upon a change of control of the Company following a 
takeover. The Company is not aware of any contractual or other agreement, which is 
essential to its business which ought to be disclosed in this Directors’ report. 

Details of any post balance sheet events are only provided in the financial statements if 
there has been a post balance sheet event. There have been no such events relating to 
the year ended 31 March 2013. 

 
 
 
 
 
 
Responsibility statement of the Directors in respect of the  
Annual Report and Accounts 
The Directors confirm to the best of their knowledge: 

(cid:2)(cid:3) the financial statements are 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 

(cid:2)(cid:3) the 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 take as a whole, together with a description of the principal risks and 
uncertainties that they face. 

The Directors approved the above Responsibility statement on 12 June 2013. 

By order of the Board 

Stephen Williams 
Company Secretary 

12 June 2013 

38

Wincanton plc Annual Report and Accounts 2013
Directors’ report

Other statutory information 

Auditor 
Upon the recommendation of the Audit Committee and approval of the Board, 
resolutions to appoint KPMG LLP as auditor, and to authorise the Directors to fix their 
remuneration, will be proposed at the 2013 AGM. 

Each of the Directors who held office at the date of approval of this Directors’ report 
confirms that, so far as each Director is aware, there is no relevant audit information of 
which the Company’s auditor is unaware and each Director has taken all the steps that 
ought to have been taken in his or her duty as a Director to make himself aware of any 
relevant audit information and to establish that the Company’s auditor is aware of that 
information. 

Statement of Directors’ responsibilities in respect of the  
Annual Report and the Accounts 
The Directors are responsible for preparing the Annual Report and Group and parent 
Company financial statements in accordance with applicable law and regulations. 

Company law requires the Directors to prepare Group and parent Company financial 
statements for each financial year. Under that law they are required to prepare the 
Group financial statements in accordance with IFRSs as adopted by the EU and 
applicable law and have elected to prepare the parent Company financial statements 
in accordance with UK Accounting Standards and applicable law (UK Generally 
Accepted Accounting Practice). 

Under Company law the Directors must not approve the financial statements unless 
they are satisfied that they give a true and fair view of the state of affairs of the Group 
and parent Company and of their profit or loss for that period. In preparing each of the 
Group and parent Company financial statements, the Directors are required to: 

(cid:2)(cid:3) select suitable accounting policies and then apply them consistently; 

(cid:2)(cid:3) make judgements and estimates that are reasonable and prudent; 

(cid:2)(cid:3) for the Group financial statements, state whether they have been prepared in 

accordance with IFRSs as adopted by the EU; 

(cid:2)(cid:3) for the parent Company financial statements, state whether applicable UK 

Accounting Standards have been followed, subject to any material departures 
disclosed and explained in the parent Company financial statements; and 

(cid:2)(cid:3) prepare the financial statements on the going concern basis unless it is 
inappropriate to presume that the Group and the parent Company will 
continue in business. 

The Directors are responsible for keeping adequate accounting records that are 
sufficient to show and explain the parent Company’s transactions and disclose with 
reasonable accuracy at any time the financial position of the parent Company and 
enable them to ensure that its financial statements comply with the Companies Acts 
2006. They have general responsibility for taking such steps as are reasonably open 
to them to safeguard the assets of the Group and to prevent and detect fraud and 
other irregularities. 

Under applicable law and regulations, the Directors are also responsible for preparing 
a 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. 

 
39

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Wincanton plc Annual Report and Accounts 2013
Directors’ report

Independent auditor’s report  
to the members of Wincanton plc 

We have audited the financial statements of Wincanton plc for the year ended 31 March 2013 set out on pages 40 to 79. The financial reporting framework that has been applied 
in the preparation of the Group financial statements is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the EU. The financial reporting 
framework that has been applied in the preparation of the parent Company’s financial statements is applicable law and UK Accounting Standards (UK Generally Accepted 
Accounting Practice). 

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. 

Respective responsibilities of Directors and auditor 

As explained more fully in the Directors’ Responsibilities Statement set out on page 38, the Directors are responsible for the preparation of the financial statements and for being 
satisfied that they give a true and fair view. Our responsibility is to audit, and express an opinion on, the financial statements in accordance with applicable law and International 
Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board’s Ethical Standards for Auditors. 

Scope of the audit of the financial statements 

A description of the scope of an audit of financial statements is provided on the Financial Reporting Council’s website at www.frc.org.uk/auditscopeukprivate. 

Opinion on financial statements 

In our opinion: 

(cid:2)(cid:3) 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 31 March 2013 and of the Group’s profit for the year then ended; 

(cid:2)(cid:3) The Group financial statements have been properly prepared in accordance with IFRSs as adopted by the EU; 

(cid:2)(cid:3) The parent Company financial statements have been properly prepared in accordance with UK Generally Accepted Accounting Practice; 

(cid:2)(cid:3) The financial statements have been prepared in accordance with the requirements of the Companies Act 2006; and, as regards the Group financial statements, Article 4 of the 

IAS Regulation. 

Opinion on other matters prescribed by the Companies Act 2006 

In our opinion: 

(cid:2)(cid:3) The part of the Directors’ remuneration report to be audited has been properly prepared in accordance with the Companies Act 2006; and 

(cid:2)(cid:3) The information given in the Directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements. 

Matters on which we are required to report by exception 

We have nothing to report in respect of the following: 

Under the Companies Act 2006 we are required to report to you if, in our opinion: 

(cid:2)(cid:3) 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 

(cid:2)(cid:3) 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 

(cid:2)(cid:3) Certain disclosures of Directors’ remuneration specified by law are not made; or 

(cid:2)(cid:3) We have not received all the information and explanations we require for our audit. 

Under the Listing Rules we are required to review: 

(cid:2)(cid:3) The Directors’ statement, set out on page 37, in relation to going concern; 

(cid:2)(cid:3) The part of the Corporate governance statement in the Directors’ report relating to the Company’s compliance with the nine provisions of the UK Corporate Governance Code 

specified for our review; and 

(cid:2)(cid:3) Certain elements of the report to shareholders by the Board on Directors’ remuneration. 

Andrew Campbell-Orde (Senior Statutory Auditor) 
for and on behalf of KPMG Audit Plc, Statutory Auditor 

Chartered Accountants 
100 Temple Street 
Bristol 
BS1 6AG 

12 June 2013 

 
 
 
 
 
 
40

Wincanton plc Annual Report and Accounts 2013
Accounts

Consolidated income statement 
For the year ended 31 March 2013 

Continuing operations: 

Revenue  

Share of results of associate 

Underlying operating profit  

 Amortisation of acquired intangibles 

 Exceptional costs  

Operating profit/(loss) 

Financing income 

Financing cost 

 Net financing costs 

Profit/(loss) before tax 

Income tax (expense)/credit 

Profit/(loss) for the period from continuing operations 

Loss from discontinued operations 

Profit/(loss) for the year 

Attributable to 

– equity shareholders of Wincanton plc 

– minority interests – discontinued operations 

Profit/(loss) for the year 

Earnings/(loss) per share – basic 

– continuing operations 

– discontinued operations 

Total 

Earnings/(loss) per share – diluted 

– continuing operations 

– discontinued operations 

Total 

Note  

2 

13 

2 

3 

3 

5 

5 

5 

6 

7 

8 

8 

2013 
£m

2012
£m

1,086.8

1,202.8

–

46.5

(7.3)

–

39.2

4.6

(19.0)

(14.4)

24.8

(6.5)

18.3

–

18.3

18.3

–

18.3

15.8p

–

15.8p

15.2p

–

15.2p

1.3

43.8

(8.2)

(68.0)

(32.4)

5.5

(20.5)

(15.0)

(47.4)

6.8

(40.6)

(61.8)

(102.4)

(102.8)

0.4

(102.4)

(35.3)p

(54.0)p

(89.3)p

(35.3)p

(54.0)p

(89.3)p

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  
Wincanton plc Annual Report and Accounts 2013
Accounts

Consolidated statement of comprehensive income 
For the year ended 31 March 2013 

Profit/(loss) for the year 

Other comprehensive (expense)/income 

Actuarial losses on defined benefit pension schemes, net of deferred tax 

Net foreign exchange gain/(loss) on investment in foreign subsidiaries net of hedged items 

Translation reserve relating to disposals transferred to the income statement 

Effective portion of changes in fair value of cash flow hedges  

Net change in fair value of cash flow hedges transferred to the income statement 

Income tax relating to components of other comprehensive income 

Other comprehensive expense for the year, net of income tax  
Total comprehensive expense for the year 

Attributable to 

– equity shareholders of Wincanton plc 

– minority interests – discontinued operations  

Total comprehensive expense for the year 

Note 

7 

6 

2013
£m

18.3

(38.1)

0.4

–

(0.7)

1.4

–

(37.0)

(18.7)

(18.7)

–

(18.7)

2012
£m

(102.4)

(50.0)

(0.8)

(4.4)

(4.3)

1.5

(0.8)

(58.8)

(161.2)

(161.6)

0.4

(161.2)

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42

Wincanton plc Annual Report and Accounts 2013
Accounts

Consolidated balance sheet 
At 31 March 2013 

Non-current assets 

Goodwill and intangible assets 

Property, plant and equipment 

Deferred tax assets 

Current assets 

Inventories 

Trade and other receivables 

Cash and cash equivalents 

Current liabilities 

Income tax payable 

Borrowings and other financial liabilities 

Trade and other payables 

Employee benefits 

Provisions 

Net current liabilities 

Total assets less current liabilities 

Non-current liabilities 

Borrowings and other financial liabilities  

Employee benefits 

Provisions 

Deferred tax liabilities 

Net liabilities 

Equity 

Issued share capital 

Share premium 

Merger reserve 

Hedging reserve 

Translation reserve 

Retained earnings 
Total equity deficit 

These financial statements were approved by the Board of Directors on 12 June 2013 and were signed on its behalf by: 

E Born 

Chief Executive 

A Colman 
Group Finance Director 

Note 

10 

11 

15 

16 

17 

18 

19 

20 

25 

21 

19 

25 

21 

15 

2013
£m

114.4

73.1

32.9

220.4

7.1

144.6

103.2

254.9

(7.5)

(13.9)

(312.3)

(0.3)

(22.8)

(356.8)

(101.9)

118.5

(196.9)

(148.7)

(58.4)

(1.0)

(405.0)

(286.5)

12.2

12.8

3.5

(3.6)

0.4

(311.8)

(286.5)

2012
£m

123.2

84.5

28.8

236.5

6.7

158.9

165.6

331.2

(7.2)

(59.7)

(332.0)

(0.8)

(34.8)

(434.5)

(103.3)

133.2

(220.4)

(118.2)

(61.9)

(1.1)

(401.6)

(268.4)

12.2

12.8

3.5

(4.3)

–

(292.6)

(268.4)

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Wincanton plc Annual Report and Accounts 2013
Accounts

Consolidated statement of changes in equity 
At 31 March 2013 

Share 
premium 
£m 

Merger 
reserve
£m

Hedging
reserve
£m

Translation 
reserve
£m

IFRS 2 
reserve
£m

Own
 shares
£m

Profit and 
loss 
£m 

Retained earnings 

12.8 

3.5

13.9

(18.7)

Issued 
share 
capital 
£m 

12.2 

– 

– 

– 

– 

– 

– 

– 

– 

– 

– 

12.2 

12.2 

12.8 

12.8 

– 

– 

– 

– 

– 

– 

(1.5)

(2.8)

5.2

(5.2)

–

–

–

–

(4.3)

(4.3)

0.7

–

–

–

–

–

–

–

–

0.4

–

–

–

–

–

–

–

3.5

3.5

–

–

–

(134.9) 

(153.6) 

– 

– 

(2.1) 

– 

–

–

–

2.1

–

Total 
£m 

(107.5) 

(161.6) 

– 

0.7 

– 

– 

(16.6)

(290.6) 

(268.4) 

(16.6)

(290.6) 

(268.4) 

–

–

(19.8) 

(18.7) 

– 

0.6 

–

–

0.7

–

–

14.6

14.6

–

0.6

12.2 

12.8 

3.5

(3.6)

0.4

15.2

(15.3)

(311.7) 

(286.5) 

–

1.3

(1.3) 

– 

Balance at 1 April 2011 

Total comprehensive income 

Minority interests relating to disposals 

Increase in IFRS 2 reserve 

Own shares disposed of on 
  exercise of options 

Dividends paid to shareholders 

Balance at 31 March 2012 

Balance at 1 April 2012 

Total comprehensive income 

Increase in IFRS 2 reserve 

Own shares disposed of on 
  exercise of options 

Balance at 31 March 2013 

Minority
interests
£m

0.5

0.4

(0.5)

–

–

(0.4)

–

–

–

–

–

–

Total 
equity 
deficit 
£m

(107.0)

(161.2)

(0.5)

0.7

–

(0.4)

(268.4)

(268.4)

(18.7)

0.6

–

(286.5)

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44

Wincanton plc Annual Report and Accounts 2013
Accounts

Consolidated statement of cash flows 
For the year ended 31 March 2013 

Operating activities 

Profit/(loss) before tax 

Adjustments for 

– depreciation and amortisation  

– write down of non-current assets 

– interest expense 

– share of results of associate 

– net result of business disposals 

– share-based payments fair value charges 

Decrease in trade and other receivables 

(Increase)/decrease in inventories 

Decrease in trade and other payables 

(Decrease)/increase in provisions 

Decrease in employee benefits before pension deficit payment 

Income taxes paid 

Cash generated from continuing operations before pension deficit payment 

Pension deficit payment 

Cash utilised from discontinued operations 

Cash flows from operating activities 

Investing activities 

Proceeds from sale of property, plant and equipment 

Net proceeds from business disposals 

Interest received 

Dividends received from associates 

Additions of property, plant and equipment 

Additions of computer software costs 

Cash flows from investing activities 

Financing activities 

(Decrease)/increase in borrowings 

Payment of finance lease liabilities 

Dividends paid to minority interests in subsidiary undertakings 

Interest paid 

Cash flows from financing activities 

Net (decrease)/increase in cash and cash equivalents 

Cash and cash equivalents at beginning of year 

Effect of exchange rate fluctuations on cash held 

Cash and cash equivalents at end of year 

Represented by 

– cash at bank and in hand 

– restricted cash, being deposits held by the Group’s captive insurer 

2013
£m

24.8

24.5

–

14.4

–

–

0.6

64.3

14.5

(0.4)

(22.3)

(18.0)

(0.7)

(0.3)

37.1

(13.6)

–

23.5

6.5

–

0.6

–

(10.3)

(0.8)

(4.0)

(63.7)

(4.0)

–

(14.2)

(81.9)

(62.4)

165.6

–

103.2

88.2

15.0

103.2

2012
£m

(47.4)

25.3

11.4

15.0

(1.3)

4.8

0.7

8.5

46.7

1.9

(33.8)

44.3

(6.4)

(0.5)

60.7

(13.1)

(17.7)

29.9

1.9

61.3

0.2

0.5

(16.0)

(14.4)

33.5

36.0

(1.4)

(0.4)

(19.4)

14.8

78.2

88.3

(0.9)

165.6

148.7

16.9

165.6

 
 
 
 
 
 
 
 
 
45

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Wincanton plc Annual Report and Accounts 2013
Accounts

Notes to the consolidated  
financial statements 

1. Accounting policies 

Statement of compliance  

Wincanton plc is a company incorporated in England and Wales. The Group’s 
consolidated financial statements consolidate those of the Company and its 
subsidiaries (together referred to as the Group), plus proportionately consolidate 
the Group’s interest in jointly controlled entities and equity account the Group’s 
interest in associates. 

The consolidated financial statements have been prepared and approved by the 
Directors in accordance with International Financial Reporting Standards (IFRS) and 
International Financial Reporting Interpretations Committee (IFRIC) interpretations, as 
adopted by the International Accounting Standards Board (IASB) and by the European 
Union (EU) and with those parts of the Companies Act 2006 applicable to companies 
reporting under IFRS (Adopted IFRS). 

The following standards issued by the IASB have been adopted by the EU, but only 
become effective for accounting periods commencing after 31 March 2013: 

(cid:2)(cid:3) IAS 19 (Revised 2011) Employee Benefits. This revised standard replaces expected 
return on scheme assets and interest on scheme liabilities with a single net interest 
component, calculated using the discount rate at the start of the year. In addition 
scheme administration costs, which are currently deducted from expected return 
on scheme assets will be included within operating expenses. This revised standard 
will be adopted by the Group on 1 April 2013. If it had been adopted in the current 
year underlying operating profit would have been £1.2m lower and net financing 
costs would have increased by £9.6m, in total reducing profit before tax by £10.8m. 
Actuarial losses would have reduced by £10.8m leaving net pension obligations 
unchanged. 

(cid:2)(cid:3) IFRS 10 Consolidated Financial Statements, IFRS 11 Joint Arrangements, IFRS 12 

Disclosures of Interests in Other Entities, amendment to IAS 27 Separate Financial 
Statements and amendment to IAS 28 Investments in Associates and Joint 
Ventures are a package of new standards and amendments that set out the basis 
for consolidation and the accounting requirements. The Group will adopt these 
standards on 1 April 2014. 

(cid:2)(cid:3) IFRS 13 Fair Value Measurement. This new standard defines fair value, sets out 
a framework for measuring fair value and the disclosures required for fair value 
measurements. The Group will adopt this standard on 1 April 2013. 

(cid:2)(cid:3) Amendments to IFRS 7 – Disclosures: Offsetting Financial Assets and Financial 

Liabilities and Amendments to IAS 32 – Offsetting Financial Assets and Financial 
Liabilities. These amendments set out the disclosures required when offsetting 
assets and liabilities and the criteria required for offsetting. The Group will adopt 
these amendments on 1 April 2013 and 1 April 2014 respectively. 

Except for the amendment to IAS 19 Employee Benefits (Revised), the Group does not 
currently expect that adoption of these standards will have a significant effect on the 
consolidated results or financial position of the Group. 

The Company has elected to prepare its parent Company financial statements 
in accordance with UK Accounting Standards; these are presented on pages 75 to 78 
and present information about the Company as a separate entity and not about 
its group. 

Basis of preparation 

The Group and parent Company financial statements are presented in pounds 
sterling, rounded to the nearest hundred thousand. They are prepared on the 
historical cost basis except where assets or liabilities are required to be stated at their 
fair value. 

The preparation of Group financial statements under Adopted IFRS and parent 
Company financial statements under UK Accounting Standards requires management 
to make judgements, estimates and assumptions that affect the application of policies 
and the reported amounts of assets and liabilities, income and expenses. The 
estimates and associated assumptions are based on historical experience and various 
other factors that are believed to be reasonable under the circumstances, the results 
of which form the basis of making the judgements about carrying values of assets and 
liabilities that are not readily apparent from other sources. Actual results may differ 
from these estimates. 

The estimates and assumptions are reviewed on an ongoing basis. Revisions to 
accounting estimates are recognised in the period in which the estimate is revised 

and/or in future periods if applicable. Judgements made by management in the 
application of Adopted IFRS that have significant effect on the Group financial 
statements and estimates with a significant risk of material adjustment in the next 
year are discussed in the relevant notes to these consolidated financial statements. 

The accounting policies set out below have been applied consistently to all periods 
presented in these Group financial statements with the exception of first time 
application of IFRS 7 Financial Instruments (Amendment) – Disclosures – Transfers of 
Financial Assets. The adoption of this standard has not had a significant effect on the 
consolidated results or financial position of the Group. 

The Group’s business activities, together with the factors likely to affect its future 
development, performance and position are set out on pages 6 and 7 and pages 14 
to 19, which also contain a review of the financial position of the Group, its cash flows, 
liquidity position and borrowing facilities. In addition, note 27 to the financial 
statements includes the Group’s objectives, policies and processes for managing its 
capital; its financial risk management objectives; details of its financial instruments 
and hedging activities; and its exposures to credit risk and liquidity risk. 

The Group is reporting net liabilities of £286.5 million (2012: £268.4 million) primarily as 
a result of the prior period loss and the pension deficit. The main movements since the 
prior year are the profit in the period which is offset against an increase in the pension 
deficit. Through refinancing in the prior year, the Group improved the maturity profile 
of its debt. The current syndicated core bank funding facility expires in November 2015 
and the longer term funding loan amortises from year 7 of the 9 year term. In addition, 
the US Private Placement bond (USPP) matures in tranches in 2015 and 2016. 

As part of the year end process the Directors have undertaken a going concern review, 
as required by IAS 1 Presentation of Financial Statements, including determining the 
headroom available when the Group’s facilities are compared to the forecast monthly 
cash flows for the forthcoming financial year and sensitising the borrowing covenants 
to give an indication of the headroom therein. Having undertaken this review the 
Directors have a reasonable expectation that the Company and the Group overall 
have adequate resources to continue to meet their obligations as they fall due and 
satisfy their borrowing covenants for the foreseeable future. Accordingly these 
financial statements have been prepared on a going concern basis. 

Basis of consolidation 

The consolidated Group financial statements include the financial statements of the 
Company and its subsidiary undertakings made up to the balance sheet date. When 
the Company acquired the Wincanton group of companies upon demerger from the 
former parent in May 2001, the changes in group structure were accounted for using 
the principles of merger accounting available under UK GAAP at the time. Businesses 
acquired or disposed of since then have been accounted for using acquisition 
accounting principles from or up to the date control passed. 

On transition to Adopted IFRS Wincanton elected to apply the exemptions under IFRS 
1 neither to restate any pre-transition business combinations under IFRS 3 nor to 
identify the translation differences arising prior to 1 April 2004, and to attribute these 
to the result of any disposals of those entities. Acquisitions post-transition have been 
accounted for under IFRS 3 and any translation differences arising after 1 April 2004 
will be separately identified and accounted for.  

Subsidiaries are those entities controlled by the Group. Control exists when the Group 
has the power, directly or indirectly, to govern the financial and operating policies of an 
entity so as to obtain benefits from its activities. In assessing control, potential voting 
rights that presently are exercisable or convertible are taken into account. The financial 
statements of subsidiaries are included in the consolidated financial statements from 
or up to the date that control passed. 

Associates are those entities in which the Group has significant influence, but not 
control. The consolidated financial statements include the Group’s share of the 
comprehensive income of associates on an equity accounted basis, from or up to the 
date that significant influence passes. When the Group’s share of losses exceeds its 
interest in an associate, the Group’s carrying amount 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 associate. 

Jointly controlled entities are those entities over whose activities the Group has joint 
control, established by contractual agreement. The consolidated financial statements 
include the Group’s proportionate share of the assets, liabilities, revenue and expenses 
which are included with items of a similar nature on a line-by-line basis, from or up to 
the date that joint control passes.

 
 
 
 
 
 
 
 
46

Wincanton plc Annual Report and Accounts 2013
Accounts

Notes to the consolidated  
financial statements 

1. Accounting policies (continued) 

Depreciation 

Intra-group balances, and any unrealised gains and losses or income and expenses 
arising from intra-group transactions, are eliminated in preparing the consolidated 
financial statements. Unrealised gains arising from transactions with associates and 
jointly controlled entities are eliminated to the extent of the Group’s interest in the 
entity. Unrealised losses are eliminated in the same way as unrealised gains, but only 
to the extent that there is no evidence of impairment.  

Intangible assets 

Goodwill  
All business combinations are accounted for by applying the purchase method. 
Goodwill represents amounts arising on acquisition of subsidiaries, associates and 
jointly controlled entities.  

In respect of acquisitions prior to transition to Adopted IFRS, goodwill is included on 
the basis of its deemed cost, which represents the amount recorded under UK GAAP. 
Wincanton elected on transition to Adopted IFRS to apply the exemption under IFRS 1 
that the classification and accounting treatment of business combinations that 
occurred prior to 1 April 2004 were not reconsidered in preparing the opening IFRS 
balance sheet at 1 April 2004. 

Goodwill is stated at cost less any impairment losses (see below). Goodwill is allocated 
to cash-generating units and under Adopted IFRS is not amortised but is tested 
annually for impairment (see below). In respect of associates, the carrying amount of 
goodwill is included in the carrying amount of the investment in the associate. 

Other intangible assets 
Intangible assets arising under a business combination (acquired intangible assets) 
are capitalised at fair value as determined at the date of acquisition and are stated 
at that fair value less accumulated amortisation (see below) and impairment losses 
(see below). 

Amortisation is charged to the income statement on a straight-line basis over the 
estimated useful lives of acquired intangible assets from the date they are acquired 
as follows: 

Customer relationships  

Software rights 

6 to 10 years

1 to 5 years

The cost of computer software purchased or developed in-house which has the 
capacity to generate economic benefits for a period in excess of one year is capitalised 
as an intangible asset. Amortisation is charged to the income statement on a straight-
line basis over the following estimated useful lives: 

Computer software costs 

3 to 5 years

Major software projects, such as the Group back office project, may be amortised over 
lives of up to 10 years. 

Property, plant and equipment 

Items of property, plant and equipment are stated at cost or deemed cost less 
accumulated depreciation (see below) and impairment losses (see below). The cost 
of tangible assets includes directly attributable costs, including appropriate 
commissioning costs. The cost of financing the construction of major properties 
is included in their capitalised cost. The interest rate applied represents the actual 
finance costs incurred on the funds borrowed specifically to construct the asset. 

Plant and equipment acquired by way of finance lease is stated at deemed cost, being 
an amount equal to the lower of its fair value and the present value of the minimum 
lease payments at inception of the lease, less accumulated depreciation (see below) 
and impairment losses (see below). Lease payments are accounted for as described in 
the accounting policy on expenses. Finance leases are those under the terms of which 
the Group assumes substantially all the risks and rewards of ownership.  

Subsequent expenditure 
The Group recognises in the carrying amount of an item of property, plant and 
equipment the costs incurred in replacing part of such an item if it is probable that the 
future economic benefits will flow to the Group and when the cost can be measured 
reliably. All other such costs, including the derecognition of the replaced part of the 
item, are expensed in the income statement as incurred. 

Depreciation is charged to the income statement on a straight-line basis over the 
estimated useful life of each part of an item of property, plant and equipment. 
Freehold land is not depreciated. The estimated useful lives are as follows: 

Freehold and long leasehold buildings 

Short leasehold improvements 

Plant and equipment, furniture and fittings 

Office machinery and computers 

Motor vehicles 

50 years

life of lease

5 to 25 years

3 to 5 years 

5 to 10 years

The range of useful economic lives given reflects the fact that assets held for specific 
contracts are depreciated over the lives of those contracts. 

The residual value of tangible assets, if significant, is reassessed annually. 

Inventories 

Inventories are stated at the lower of cost and net realisable value. Cost is based on the 
first-in first-out principle and includes expenditure incurred in acquiring the inventories 
and bringing them to their existing location and condition. Net realisable value is the 
estimated selling price in the ordinary course of business, less selling expenses. 

Trade and other receivables 

Trade and other receivables are stated at their fair value on initial recognition 
(discounted if material) and subsequently at amortised cost, i.e. less any impairment 
losses (see below). 

Cash and cash equivalents 

Cash and cash equivalents comprises cash balances, restricted cash and call deposits.  

Trade and other payables 

Trade and other payables are stated at their fair value on initial recognition (discounted 
if material) and subsequently at amortised cost. 

Foreign currency 

Transactions in foreign currencies are translated at the foreign exchange rate ruling 
at the date of the transaction. Monetary assets and liabilities denominated in foreign 
currencies at the balance sheet date are translated into sterling at the foreign 
exchange rate ruling at that date. Foreign exchange differences arising on such 
translation are recognised in the income statement.  

The assets and liabilities of foreign operations, including goodwill and fair value 
adjustments arising on consolidation, are translated into sterling at the foreign 
exchange rates ruling at the balance sheet date. The revenues and expenses of foreign 
operations are translated into sterling at rates approximating the foreign exchange 
rates ruling at the dates of the transactions. Foreign exchange differences arising on 
translation are recognised directly in a separate component of other comprehensive 
income. They are released into the income statement upon disposal. 

The Group has taken advantage of the exemption available in IFRS 1 to deem the 
cumulative translation differences for all investments in foreign operations to be zero 
at 1 April 2004, the date of transition to Adopted IFRS.  

Employee benefits  

The Group operates defined contribution and defined benefit pension schemes. 
The assets of these schemes are held in separate Trustee administered funds 
independent of the Group. The investment strategy of the Trustee and Group is to 
maximise investment returns, with a key area for management attention being to seek 
to meet the Group’s funded defined benefit obligations. In accordance with this 
strategy certain investments are designated at fair value and are accounted for as set 
out below.  

Defined contribution schemes 
Obligations for contributions to defined contribution pension schemes are recognised 
as an expense in the income statement as incurred. 

 
47

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Wincanton plc Annual Report and Accounts 2013
Accounts

1. Accounting policies (continued) 

Defined benefit schemes 

The Group’s net obligation in respect of defined benefit pension schemes is calculated 
separately for each plan by estimating the amount of future benefit that employees 
have earned in return for their service in the current and prior periods; that benefit is 
discounted to determine the present value, and the fair value of any scheme assets is 
deducted. The discount rate is the yield at the balance sheet date on AA credit rated 
bonds that have maturity dates approximating the terms of the Group’s obligations. 
The calculation is performed by a qualified actuary using the projected unit method. 

When the benefits of a scheme are improved, the portion of the increased benefit 
relating to past service by employees is recognised as an expense in the income 
statement on a straight-line basis over the average period until the benefits become 
vested. To the extent that the benefits vest immediately the expense is recognised 
immediately in the income statement. 

All actuarial gains and losses as at 1 April 2004, the date of transition to Adopted IFRS, 
have been recognised in equity under the provisions of IAS 19 Employee Benefits 
(Revised). Any actuarial gains and losses that arise subsequent to 1 April 2004 in 
calculating the Group’s obligation in respect of a scheme are recognised in full 
through other comprehensive income in the statement of comprehensive income. 

Where the calculation results in a benefit to the Group, the recognised asset is limited 
to the present value of any future refunds from the scheme or reductions in future 
contributions to the scheme. 

Share-based payment transactions 
From 1 April 2004 the Group has applied the requirements of IFRS 2 Share-based 
Payments to the grants of options made under the Executive Share Option Schemes, 
Performance Share Plan, Share Match Incentive Schemes, Deferred Annual Bonus 
Scheme, Special Option Plan and Executive Bonus Plan. In accordance with the 
transition provisions, IFRS 2 has been applied to all grants after 7 November 2002 that 
had not vested as at 1 January 2005. 

The Group issues options under equity-settled share-based incentive schemes to 
certain employees which are measured at the date of grant as the fair value of the 
employee services required in exchange for the grant. The fair value determined is 
expensed on a straight-line basis over the vesting period, based on the Group’s 
estimate of shares that will eventually vest and adjusted for the effect of non-market 
based vesting conditions. 

Fair value is measured by an external valuer using the Binomial, Monte-Carlo or 
scenario-modelling methods as appropriate. The expected life assumptions used in 
the models have been adjusted, based on management’s best estimate, for the effects 
of non-transferability, exercise restrictions, and behavioural considerations. 

A number of shares in the Company are held in trust on behalf of employees who 
hold options under the Group’s equity-settled share-based incentive schemes. Such 
shares are held by an employee benefit trust and are treated as treasury shares and 
shown in the balance sheet as a deduction from equity.  

Other share schemes 

Shares awarded on a matching basis to employees participating in the Company’s 
Share Incentive Plan are purchased at the prevailing market rate and charged to the 
income statement each period as the employee makes an eligible contribution. 
The shares purchased are held in a separately administered offshore trust for the 
benefit of the Plan participants. 

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 and it is probable that an outflow 
of economic benefits will be required to settle the obligation. If the effect is material, 
provisions are determined by discounting the expected future cash flows. 

The Group provides for onerous property provisions on a site by site basis due to 
the unique nature and location of each site. Provision is made for the best estimate 
of the expected cost of empty and under-utilised properties, including dilapidations 
where applicable. Dilapidations are provided for specific individual properties and 
properties where the lease is due to end within 3 years on the basis that the outflow 
of resources is probable and the amount of the obligation can be reliably estimated. 
Where significant, amounts are discounted. 

The Group provides for insurance claims on an appropriate discounted basis 
depending on the expected timing of their settlement. Provision is made for the 
estimated costs of claims arising from past events based on the advice of the Group’s 
external insurance advisers.  

Impairment 

The carrying amounts of the Group’s assets, other than inventories and deferred tax 
assets, are reviewed at each balance sheet date to determine whether there is any 
indication of impairment. An asset is considered for impairment testing if objective 
evidence indicates that one or more events had a negative effect on the estimated 
future cash flows of the asset. If any such indication exists the asset’s recoverable 
amount is estimated. The two exceptions are dealt with as per the separate applicable 
accounting policy. For trade receivables specific bad debts are provided against unless 
the Group is satisfied that no recovery of the amount owing is possible; at that point 
the amount considered irrecoverable is written off. 

An impairment loss is recognised whenever the carrying amount of an asset or cash-
generating unit exceeds its recoverable amount. Impairment losses are recognised in 
the income statement. Impairment losses recognised in respect of cash-generating 
units are allocated first to reduce the amount of goodwill allocated to the applicable 
cash-generating unit and then to reduce the carrying amount of the other assets in 
the unit on a pro-rata basis. A cash-generating unit is the smallest identifiable group 
of assets that generates cash inflows that are largely independent of the cash inflows 
from other assets or groups of assets. 

Calculation of recoverable amount 
The recoverable amount of the Group’s receivables carried at amortised cost is 
calculated as the present value of expected future cash flows, discounted at the 
original effective interest rate inherent in the asset. Receivables with a short duration 
are not discounted. 

The recoverable amount of other assets is the greater of their fair value less costs 
to sell and value in use. In assessing value in use, the estimated future cash flows are 
discounted to their present value. For an asset that does not generate largely 
independent cash inflows, the recoverable amount is determined for the  
cash-generating unit to which the asset belongs. 

Reversals of impairment 
An impairment loss in respect of goodwill is not reversed. An impairment loss in 
respect of a receivable carried at amortised cost is reversed only to the extent that the 
carrying amount does not exceed the carrying amount that would have been 
determined if no impairment loss had been recognised and if the reversal can be 
related objectively to an event occurring after the impairment was recognised. 

In respect of other assets, an impairment loss is reversed if there has been a change 
in the estimates used to determine the recoverable amount. 

Revenue recognition 

Revenue from services rendered is recognised in the income statement on the 
delivery of those services based on the proportion of the total delivered at the balance 
sheet date. Revenue from the sale of goods is recognised in the income statement 
when the significant risks and rewards of ownership have been transferred to 
the buyer.  

Expenses 

Lease payments 
Payments made under operating leases are recognised in the income statement on a 
straight-line basis over the term of the lease. Lease incentives received are recognised 
in the income statement as an integral part of the total lease expense. 

For finance leases the minimum lease payments are apportioned between the finance 
charge and the reduction of the outstanding liability. The finance charge is allocated to 
each period during the lease term so as to produce a constant periodic rate of interest 
on the remaining balance of the liability. 

 
 
 
 
 
 
 
 
48

Wincanton plc Annual Report and Accounts 2013
Accounts

Notes to the consolidated  
financial statements 

1. Accounting policies (continued) 

Net financing costs 
Net financing costs comprise interest payable and other charges less interest income. 

Interest payable on borrowings is calculated using the effective interest rate method. 
Other charges include bank fees, amortisation of bank and USPP arrangement fees, 
unwinding of discounts, and losses on hedging instruments that are recognised in the 
income statement (see hedge accounting policy below).  

Interest income includes interest receivable on funds invested and gains on hedging 
instruments, and these are recognised in the income statement as they accrue. 

The interest expense component of finance lease payments is recognised in the 
income statement using the constant periodic rate of return method. 

Net financing costs include the expected return on defined benefit pension scheme 
assets less the interest on defined benefit pension scheme obligations. 

Taxation 

Tax on profits or losses for the year comprises current and deferred tax and is 
recognised in the income statement except to the extent that it relates to items 
recognised directly in other comprehensive income or equity, in which case it is 
recognised in the relevant component. 

Current tax is the expected tax payable on the taxable income for the year, using tax 
rates enacted or substantively enacted at the balance sheet date, and any adjustment 
to tax payable in respect of previous years. 

Deferred tax is provided using the balance sheet liability method, providing for 
temporary differences between the carrying amounts of assets and liabilities for 
financial reporting purposes and the amounts used for taxation purposes. The 
following temporary differences are not provided for: the initial recognition of 
goodwill, the initial recognition of assets or liabilities that affect neither accounting nor 
taxable profit, and differences relating to accumulated profits of overseas subsidiaries 
to the extent that they will probably not be distributed. 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 asset can be utilised. Deferred tax 
assets are reduced to the extent that it is no longer probable that the related tax 
benefit will be realised. 

Operating segments  

Operating segments are identified on the basis of information that is provided to the 
Board, which is the Group’s chief operating decision-maker, to allocate capital and 
resources and to assess performance. 

Derivative financial instruments and hedge accounting 

The Group uses derivative financial instruments to hedge its exposure to foreign 
exchange and interest rate risks arising from operational, financing and investment 
activities. In accordance with its treasury policy, the Group does not hold or issue 
derivative financial instruments for trading purposes. However, derivatives that do not 
qualify for hedge accounting are accounted for as trading instruments. 

Derivative financial instruments which are accounted for as trading instruments are 
recognised initially and subsequently stated 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 (see below). 

The fair value of interest rate swaps are determined by discounting the future cash 
flows at rates determined by year end yield curves. 

The fair value of forward exchange contracts is their quoted market price at the 
balance sheet date, being the present value of the quoted forward price. 

Upon initial recognition attributable transaction costs are recognised in the income 
statement when incurred.  

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 also recognised 
immediately in the income statement (even if those gains would normally be 
recognised directly in reserves). Hedge accounting is discontinued when the Group 
revokes the hedging relationship, the hedge instrument expires or is sold, terminated, 
exercised or no longer qualifies for hedge accounting. The adjustment to the carrying 
amount of the hedged item arising from the hedged risk is amortised to profit or loss 
from that date. 

Cash flow hedges 
Where a derivative financial instrument is designated as a hedge of the variability in 
cash flows of a highly probable forecast transaction, the effective part of any gain or 
loss on the derivative financial instrument is recognised directly in equity within 
hedging reserves. The ineffective part of any gain or loss is recognised immediately 
within underlying operating profit, or within net financing costs in the case of interest 
rate swaps designated as cash flow hedges. When the forecast transaction that was 
being hedged is realised and affects profit or loss, the cumulative gain or loss on the 
derivative financial instrument is removed from equity and recognised in the income 
statement in the same period. When the forecast transaction subsequently results in 
the recognition of a non-financial asset or non-financial liability, the associated 
cumulative gain or loss is removed from equity and included in the initial cost or other 
carrying amount of the non-financial asset or non-financial liability. 

When a hedging instrument expires or is sold, terminated or exercised, or the entity 
revokes designation of the hedge relationship but the hedged forecast transaction is 
still expected to occur, the cumulative gain or loss at that point remains in equity and 
is recognised in accordance with the above policy when the transaction takes place. 
If the hedged transaction is no longer expected to take place, the cumulative gain or 
loss is removed from equity and recognised immediately in the income statement. 

Hedge of net investment in foreign operation 
Where a foreign currency liability hedges a net investment in a foreign operation, 
foreign exchange differences arising on translation of the liability are recognised 
directly in other comprehensive income. Any ineffective position is recognised 
immediately in the income statement. 

Gains and losses accumulated in equity are included in the income statement when 
the foreign operation is disposed of. 

Hedge of monetary assets and liabilities 
Where a derivative financial instrument is used to economically hedge the foreign 
exchange exposure of a recognised monetary asset or liability, no hedge accounting 
is applied and any gain or loss on the hedging instrument is recognised in the 
income statement. 

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 with any difference between cost and redemption value 
being recognised in the income statement over the period of the borrowings on an 
effective interest basis. Interest-bearing borrowings which are designated hedged 
items in a fair value hedge arrangement are carried at fair value (see policy above). 

Dividends 

Dividends are recognised in the period in which they are declared, approved, or paid. 

 
 
Wincanton plc Annual Report and Accounts 2013
Accounts

2. Operating segments 

Wincanton plc provides contract logistics services in the UK and Ireland. The Group manages its operations in two distinct operating segments: Contract logistics (the majority 
of activities including transport and warehousing for various market sectors including retailers, manufacturers, defence and construction) and Specialist businesses (Pullman, 
Containers and Wincanton Records Management).  

The results of the operating segments are regularly reviewed by the Board to allocate resources to these segments and to assess their performance. The Group evaluates 
performance of the operating segments on the basis of underlying operating profit. Assets and liabilities are reviewed at a consolidated level only, therefore segmental 
information is not provided. 

Contract logistics

Specialist businesses 

Consolidated

2012
£m

2013 
£m 

2012 
£m 

2013
£m

2012
£m

Continuing operations 
Revenue from external customers1 
Depreciation  

Amortisation of software intangibles 
Share of results of associate2 
Reportable segment underlying operating profit3 
Other material non-cash items: 
– write down of other non-current assets4 
Total Group assets5  

Additions to reportable segment non-current assets: 

– property, plant and equipment 

– computer software costs 

Total Group liabilities  

Note

11

10

13

 11

11

10

2013
£m

923.2

(12.6)

(2.1)

–

38.0

1,023.8

(13.6)

(0.1)

1.3

34.6

–

(11.4)

8.0

0.8

6.2

14.4

163.6 

(2.5) 

– 

– 

8.5 

– 

2.0 

– 

179.0 

1,086.8

1,202.8

(3.4) 

– 

– 

9.2 

– 

1.9 

– 

(15.1)

(2.1)

–

46.5

–

475.3

10.0

0.8

(17.0)

(0.1)

1.3

43.8

(11.4)

567.7

8.1

14.4

(761.8)

(836.1)

1  Included in segment revenue is £1,058.8m (2012: £1,170.5m) in respect of customers based in the UK. 
2  The associate reported related to the Group’s 20% investment in Culina Logistics Limited which was disposed of during the year ended 31 March 2012. This has been classified as a continuing operation. 
3  Underlying operating profit included the share of results of the associate and is stated before amortisation of acquired intangibles and exceptionals. 
4  The prior year write down of other non-current assets comprised the write down of property plus plant and equipment to recoverable value.  
5  Total Group assets include non-current assets of £215.6m (2012: £228.4m) in the UK.  

3. Operating profit/(loss) from continuing operations  

Revenue 

Cost of sales 

Gross profit 

Administrative expenses 

Share of results of associate 

Operating profit/(loss) 

Underlying1
£m

1,086.8

(1,021.8)

65.0

(18.5)

–

46.5

Amortisation and
Exceptionals2
£m

–

–

–

(7.3)

–

(7.3)

2013

Total
£m

1,086.8

(1,021.8)

65.0

(25.8)

–

39.2

Underlying1 
£m 

1,202.8 

(1,144.3) 

58.5 

(16.0) 

1.3 

43.8 

Amortisation and
Exceptionals2
£m 

–

(68.0)

(68.0)

(8.2)

–

(76.2)

2012

Total
£m

1,202.8

(1,212.3)

(9.5)

(24.2)

1.3

(32.4)

1  Underlying operating profit included the share of results of the associate and is stated before amortisation of acquired intangibles and, where applicable, exceptionals. 
2  Comprises the amortisation of acquired intangibles and, where applicable, exceptional costs and other exceptional income. 

49

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50

Wincanton plc Annual Report and Accounts 2013
Accounts

Notes to the consolidated  
financial statements 

3. Operating profit/(loss) from continuing operations (continued) 

The following items have been charged in arriving at operating profit/(loss) from continuing operations: 

Auditor’s remuneration 

Audit fees for statutory audit services 

– parent Company and consolidation 

– subsidiary undertakings 

Non-audit fees 

– fees paid to the Auditor and its associates for tax advisory services 

– fees paid to the Auditor and its associates for assurance services 

– fees paid to the Auditor and its associates for other services 

Depreciation and other amounts written off property, plant and equipment 

– owned 

– leased 

Amortisation and other amounts written off software intangibles 

Operating lease rentals 

– plant and equipment 

– land and buildings 

Exceptionals 

Exceptional costs 

Closure and restructuring of operations – UK & Ireland 

Onerous property provisions 

Disposal of investment in Culina Logistics Limited 

Note 

11 

10 

2013
£m

–

0.2

–

0.1

–

15.1

–

2.1

30.0

36.9

2013
£m

–

–

–

–

2012
£m

0.1

0.2

0.1

0.1

0.2

26.7

1.7

0.1

32.5

37.7

2012
£m

(29.1)

(34.1)

(4.8)

(68.0)

Costs and incomes are included as exceptionals where they are non-recurring and where not to do so would distort the reported underlying profit performance of the Group. 

Closure and restructuring of operations in the year ended 31 March 2012 related to the closure of the Foodservices business of £23.4m plus other restructuring costs in central 
support functions, including taking some accounts processing activity offshore, of £5.7m. In addition onerous leases and other property related provisions of £34.1m were 
recognised in the year ended 31 March 2012 and lastly on 6 March 2012 the Group disposed of its investment in Culina Logistics Limited for a consideration of £11.0m, resulting 
in a loss on disposal of £4.8m. 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Wincanton plc Annual Report and Accounts 2013
Accounts

4. Personnel expenses, including Directors 

Continuing operations 

Wages and salaries 

Share-based payments (including IFRS 2 fair value charges) 

Social security contributions 

Contributions to defined contribution pension schemes 

Service costs of defined benefit pension schemes 

Average number of persons employed by the continuing operations of the Group (including Directors) during the year 

Directors’ emoluments 

Salaries 

Bonus 

Other benefits 

Non-executive Directors’ fees 

Total emoluments 

Note 

25 

25 

2013
£m

421.5

0.9

39.4

7.9

11.5

481.2

2012
£m

470.2

0.1

45.0

9.0

11.8

536.1

2013

15,700

2012

18,400

2013
£’000

693

516

183

352

1,744

2012
£’000

740

301

206

313

1,560

Full details of each individual Director’s emoluments, bonuses deferred in shares, share options and pension entitlements are given in the Directors’ remuneration report on 
pages 29 to 36.  

5. Net financing costs 

Recognised in the income statement – continuing operations 

Interest income 

Expected return on defined benefit pension scheme assets 

Interest on defined benefit pension scheme obligations 

Interest expense 

Finance charges payable in respect of finance leases 

Unwinding of discount on insurance and other provisions 

Net financing costs 

The interest income relates primarily to the deposits held by the Group’s captive insurer. 

Recognised in other comprehensive income – continuing operations 

Foreign currency translation differences for foreign operations 

Note 

25 

25 

21 

2013
£m

0.6

42.4

(38.4)

4.6

(16.1)

(0.5)

(2.4)

(19.0)

(14.4)

2013
£m

0.4

0.4

2012
£m

0.4

44.3

(39.2)

5.5

(18.1)

(0.7)

(1.7)

(20.5)

(15.0)

2012
£m

–

–

The above amounts are recognised in the translation reserve. In the prior year the net foreign exchange loss on investments in foreign subsidiaries net of hedged items related 
solely to operations classified as discontinued and are shown in note 7.  

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52

Wincanton plc Annual Report and Accounts 2013
Accounts

Notes to the consolidated  
financial statements 

6. Income tax expense/(credit) 

Recognised in the income statement – continuing operations  

Current tax expense/(credit) 

Current year 

Adjustments for prior years 

Deferred tax expense/(credit) 

Current year 

Adjustments for prior years 

Total income tax expense/(credit) 

Reconciliation of effective tax rate  

Profit/(loss) before tax 

Income tax using the UK corporation tax rate of 24% (2012: 26%) 

Effect of tax rates in foreign jurisdictions 

Trading losses (utilised in the period)/not recognised 

Non-deductible expenditure 

Loss on disposal 

Change in UK corporation tax rate 

Other 

Adjustments for prior years 

– current tax 

– deferred tax 

Total tax expense/(credit) for the year 

Recognised in other comprehensive income – continuing and discontinued operations 

Actuarial losses on defined benefit pension schemes 

Income tax relating to foreign exchange movements 

2013
£m

0.3

0.2

0.5

6.4

(0.4)

6.0

6.5

24.8

5.9

(0.3)

(0.6)

1.6

–

0.1

–

0.2

(0.4)

6.5

10.2

–

10.2

2012
£m

0.3

(0.8)

(0.5)

(6.1)

(0.2)

(6.3)

(6.8)

(47.4)

(12.3)

(0.1)

2.2

1.0

1.2

0.2

2.0

(0.8)

(0.2)

(6.8)

14.4

(0.8)

13.6

The main UK Corporation tax rate reduced from 24% to 23% with effect from 1 April 2013. The closing UK deferred tax provision is calculated based on the rate of 23% which was 
substantively enacted at the balance sheet date. 

7. Discontinued operations  

There have been no discontinued operations in the current year and the prior year discontinued operations have had no impact on the current year results of the Group. 

Year ended 31 March 2012 
During the year ended 31 March 2012 the Group disposed of all of its operations in Mainland Europe as follows:  

On 9 June 2011 the Group announced the sale of its German Road operations and businesses in Central & Eastern Europe to companies in the Raben group (Raben) and also 
announced the sale of its logistics business in The Netherlands to JCL Transport und Logistik GmbH (JCL). 

On 15 August 2011 the Group announced that it had signed a conditional agreement for the disposal of its remaining operations in Mainland Europe to Rhenus AG & Co. 
KG (Rhenus) via the disposal of its Mainland Europe holding company plus subsidiaries. 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
53

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Wincanton plc Annual Report and Accounts 2013
Accounts

7. Discontinued operations (continued) 

In accordance with IFRS 5 Non-current Assets Held For Sale and Discontinued Operations the results for the above businesses have been classified as discontinued operations in 
the Group’s consolidated income statement. The results of the discontinued operations up until the point of disposal which have been disclosed separately in the consolidated 
income statement, are as follows: 

Revenue 

Operating expenses before exceptionals 

Underlying operating profit 

Amortisation of acquired intangibles 

Operating profit 

Net financing costs 

Profit before tax 

Income tax expense 

Profit after tax on discontinued operations for the period 

Loss on disposal of discontinued operations 

Total loss arising from discontinued operations 

2012
£m

552.0

(547.2)

4.8

(1.4)

3.4

(1.5)

1.9

(0.7)

1.2

(63.0)

(61.8)

The loss on disposal of £63.0m includes the loss recognised at 30 September 2011 on transferring the assets and liabilities relating to the businesses to be sold to Rhenus to assets 
and liabilities held for sale of £15.6m. 

On 29 July 2011, the Group completed the sale of its Netherlands based logistics business to JCL for €6.5m before disposal costs. On 31 August 2011, the Group completed the 
sale of its German Road operations and businesses in Central and Eastern Europe to Raben for €25.0m before disposal costs and working capital adjustments. On 3 January 2012 
the Group completed the sale of its remaining operations in Europe to Rhenus for €43.8m before disposal costs. The net assets of the businesses, the estimated consideration and 
the loss on disposal are as follows: 

Goodwill and intangible assets 

Property, plant and equipment 

Investments 

Income tax receivable 

Inventories 

Trade and other receivables 

Cash and cash equivalents 

Borrowing and other financial liabilities 

Trade and other payables 

Employee benefits 

Provisions 

Deferred tax liability 

Total assets disposed 

Minority interest 

Net assets disposed 

Cash consideration received 

Consideration receivable 
Transaction and other costs1 
Translation reserve transferred from equity 

Goodwill written off on transfer to assets and liabilities held for sale 

Loss on disposal 

Net cash inflow arising on disposal: 

Cash consideration received 
Transaction and other costs1 

Net consideration received 

Less net cash disposed of with the business 

Net cash inflow for the period 

1 Transaction and other costs include £6.4m in respect of legal and other advisor fees. 

2012
£m

21.7

98.6

0.7

0.4

1.7

146.0

2.4

(1.9)

(129.6)

(34.7)

(1.2)

(0.2)

103.9

(0.5)

103.4

(64.3)

(0.8)

13.5

(4.4)

15.6

63.0

64.3

(13.5)

50.8

(0.5)

50.3

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
54

Wincanton plc Annual Report and Accounts 2013
Accounts

Notes to the consolidated  
financial statements 

7. Discontinued operations (continued) 

During the year ended 31 March 2012 discontinued operations contributed a net outflow of £17.7m to the Group’s net operating cash flows, a £42.7m inflow to investing 
activities and a £38.5m outflow to financing activities. 

Of the loss from discontinued operations of £61.8m, an amount of £62.2m was attributable to the equity shareholders of Wincanton plc. All of the loss from continuing operations 
of £40.6m was attributable to the equity shareholders of Wincanton plc. 

Supplementary information in respect of discontinued operations 

The following items have been charged in arriving at operating profit from discontinued operations: 

Auditors remuneration 
Non-audit fees1 
– fees paid to the Auditor and its associates for tax advisory services 

Depreciation and other amounts written off property, plant and equipment  

– owned 

1  In addition in the year ended 31 March 2012, £0.3m was paid to the Auditor in respect of the disposal of the operations in Mainland Europe, which is included within the loss on disposal. 

Net financing costs 

Recognised in the income statement: 

Interest income 

Interest on defined benefit pension scheme obligations 

Interest expense 

Recognised in other comprehensive income: 

Translation reserve relating to disposal, transferred to the income statement 

Foreign currency translation differences for foreign operations 

Recognised in: 

Translation reserve 

2012
£m

0.1

7.5

2012
£m

0.2

(1.0)

(0.7)

(1.5)

2012
£m

(4.4)

(0.8)

(5.2)

(5.2)

(5.2)

 
   
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Wincanton plc Annual Report and Accounts 2013
Accounts

8. Earnings/(loss) per share 

Earnings/(loss) per share calculation is based on the earnings attributable to the equity shareholders of Wincanton plc of £18.3m (2012: £(102.8)m) and the weighted average 
of 115.8m (2012: 115.1m) shares which have been in issue throughout the year. The diluted earnings/(loss) per share calculation is based on there being 4.3m (2012: nil) additional 
shares deemed to be issued at £nil consideration under the Company’s share option schemes. The weighted average number of ordinary shares for both basic and diluted 
earnings/(loss) per share are calculated as follows: 

Weighted average number of ordinary shares (basic) 

Issued ordinary shares at the beginning of the year 

Net effect of shares issued and purchased during the year 

Weighted average number of ordinary shares (diluted) 

Weighted average number of ordinary shares at the end of the year 

Effect of share options on issue 

2013
millions

2012
millions

115.5

0.3

115.8

115.8

4.3

120.1

114.6

0.5

115.1

115.1

–

115.1

An alternative earnings per share number is set out below, split between continuing and discontinued for the year ended 31 March 2012, being before amortisation of acquired 
intangibles and, where applicable, exceptionals plus related tax, since the Directors consider that this provides further information on the underlying performance of the Group: 

Underlying earnings per share 

– basic 

– diluted 

Underlying earnings are determined as follows: 

Profit/(loss) for the year attributable to equity shareholders of Wincanton plc 

Exceptional costs 

Loss on disposal 

Amortisation of acquired intangibles 

Tax  

Underlying earnings as previously reported 

Reclassification of results of Culina Logistics Limited 
Underlying earnings1 

Note

3

7

10

2013
pence

20.4

19.7

2013
£m

18.3

–

–

7.3

(2.0)

23.6

–

23.6

Continuing 
operations1 
pence 

Discontinued
operations1
pence

16.9 

16.9 

2.7

2.7

Continuing 
operations1 
£m 

Discontinued
operations1
£m

(40.6) 

68.0 

– 

8.2 

(14.9) 

20.7 

(1.3) 

19.4 

(62.2)

–

63.0

1.4

(0.3)

1.9

1.3

3.2

Total
2012
pence

19.6

19.6

Total
2012
£m

(102.8)

68.0

63.0

9.6

(15.2)

22.6

–

22.6

1  For the purposes of defining underlying earnings and underlying earnings per share the share of results of the associate, being the investment in Culina Logistics Limited which was sold in March 2012, has 

been reclassified as discontinued operations.  

9. Dividends  

Under Adopted IFRS dividends are only provided in the financial statements when they become a liability of the Company. No dividends have been paid in the current or prior year.  

The Directors do not recommend the payment of a final dividend for the year ended 31 March 2013 (2012: £nil). 

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56

Wincanton plc Annual Report and Accounts 2013
Accounts

Notes to the consolidated  
financial statements 

10. Goodwill and intangible assets 

Cost 

At 1 April 2011 

Effect of movements in foreign exchange 

Additions  

Disposals 

Disposal of businesses 

At 31 March 2012 

At 1 April 2012 

Effect of movements in foreign exchange 

Additions  

Disposals 

At 31 March 2013 

Amortisation and impairment losses 

At 1 April 2011 

Effect of movements in foreign exchange 

Charge for year 

Impairment losses 

Disposals 

Disposal of businesses 

At 31 March 2012 

At 1 April 2012 

Charge for year 

Disposals 

At 31 March 2013 

Carrying value 

At 1 April 2011 

At 31 March 2012 and 1 April 2012 

At 31 March 2013 

Note

Goodwill
£m

Acquired 
intangibles 
£m 

Computer
software costs
£m

129.6

(2.3)

–

–

(47.5)

79.8

79.8

0.1

–

–

79.9

(19.1)

0.8

–

(15.6)

–

31.4

(2.5)

(2.5)

–

–

(2.5)

110.5

77.3

77.4

90.9 

(1.2) 

– 

– 

(23.2) 

66.5 

66.5 

– 

– 

– 

66.5 

(48.6) 

1.1 

(9.6) 

– 

– 

19.9 

(37.2) 

(37.2) 

(7.3) 

– 

(44.5) 

42.3 

29.3 

22.0 

40.9

(0.6)

14.4

(0.1)

(16.3)

38.3

38.3

–

0.8

(0.4)

38.7

(36.3)

0.6

(0.1)

–

0.1

14.0

(21.7)

(21.7)

(2.1)

0.1

(23.7)

4.6

16.6

15.0

2, 3

The carrying value of acquired intangibles relates entirely to customer relationships £22.0m (2012: £29.3m). 

The total amortisation charge of £9.4m (2012: £9.7m) and the charge for impairment losses of £nil (2012: £15.6m) are recognised in the income statement as follows: 

Within cost of sales 

– computer software amortisation 

Within administrative expenses 

– amortisation of acquired intangibles 

– impairment losses on goodwill and acquired intangibles 

2013
£m

2.1

7.3

–

7.3

9.4

Continuing 
operations 
£m 

Discontinued 
operations
£m

0.1 

8.2 

– 

8.2 

8.3 

–

1.4

15.6

17.0

17.0

Total
£m

261.4

(4.1)

14.4

(0.1)

(87.0)

184.6

184.6

0.1

0.8

(0.4)

185.1

(104.0)

2.5

(9.7)

(15.6)

0.1

65.3

(61.4)

(61.4)

(9.4)

0.1

(70.7)

157.4

123.2

114.4

Total 
2012
£m

0.1

9.6

15.6

25.2

25.3

 
 
 
 
 
 
 
 
 
 
 
 
 
Wincanton plc Annual Report and Accounts 2013
Accounts

10. Goodwill and intangible assets (continued) 

Impairment tests for goodwill 

Goodwill is allocated to the Group’s cash-generating units (CGUs) which are in line with the Group’s reported operating segments, as per the table below.  

– Contract logistics 

– Specialist businesses 

2013
£m

57.2

20.2

77.4

2012
£m

57.1

20.2

77.3

The recoverable amount of a CGU is determined based on value in use calculations. These calculations are cash flow projections based on the financial budgets and forecasts 
approved by the Board for the forthcoming financial year and 24 months beyond. The financial budgets and forecasts have been set on a contract by contract basis, taking 
account of prior year results and expected developments. Cash flows beyond those 12-month and further 24-month periods are extrapolated to perpetuity using the estimated 
growth rates and underlying inflation rates stated below, which do not exceed the long-term average growth and inflation rates in the specific geographical area where the 
CGU operates. 

Key assumptions used for value in use calculations: 

Estimated growth rate 

Underlying inflation rate 

Discount rate 

Contract 
logistics
%

Specialist 
businesses
%

1.8

2.2

9.9

1.8

2.2

9.9

Management determined the growth rates and underlying inflation rates based on expectations for market development and these are consistent with external forecasts and 
historical trends. The discount rates are pre-tax and reflect the relevant risks. The value in use has been determined in a similar manner as in 2012. The key assumptions for 2013 
are disclosed in the table above, in 2012 these rates were; estimated growth rate 2.2%; underlying inflation rate 2.1%; and discount rate 10.4%. 

In addition to the impairment testing described above the Directors have considered the market capitalisation of the Company when carrying out the impairment review and 
are satisfied that there are valid, short term reasons which undervalue the current share price. As a result they do not believe that the present low level of market capitalisation 
of the Group makes it necessary to impair the goodwill. 

Sensitivity to changes in assumptions 

The estimated recoverable amounts for both the Contract logistics and the Specialist businesses CGUs exceed their respective carrying amounts by approximately £430m 
and £140m (2012: £470m and £130m respectively). Management believe no reasonably possible change in the key assumptions would cause the carrying amount to exceed 
the recoverable amount. 

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58

Wincanton plc Annual Report and Accounts 2013
Accounts

Notes to the consolidated  
financial statements 

11. Property, plant and equipment 

Cost 

At 1 April 2011 

Effect of movements in foreign exchange 

Additions 

Disposals 

Disposals of businesses 

At 31 March 2012 

At 1 April 2012 

Effect of movements in foreign exchange 

Additions 

Disposals 

At 31 March 2013 

Depreciation and impairment losses 

At 1 April 2011 

Effect of movements in foreign exchange 

Charge for year 

Disposals 

Disposal of businesses 

At 31 March 2012 

At 1 April 2012 

Effect of movements in foreign exchange 

Charge for year 

Disposals 

At 31 March 2013 

Carrying amount 

At 1 April 2011 

At 31 March 2012 and 1 April 2012 

At 31 March 2013 

Note

Property 
£m 

Plant and
equipment
£m

159.0 

(3.6) 

4.7 

(9.6) 

(88.8) 

61.7 

61.7 

– 

– 

(3.3) 

58.4 

(50.5) 

1.2 

(6.7) 

8.7 

14.1 

(33.2) 

(33.2) 

– 

(1.9) 

2.2 

(32.9) 

108.5 

28.5 

25.5 

215.6

(3.1)

10.8

(19.4)

(28.0)

175.9

175.9

0.2

10.0

(22.5)

163.6

(115.5)

2.5

(29.2)

18.2

4.1

(119.9)

(119.9)

(0.1)

(13.2)

17.2

(116.0)

100.1

56.0

47.6

2, 3

Total
£m

374.6

(6.7)

15.5

(29.0)

(116.8)

237.6

237.6

0.2

10.0

(25.8)

222.0

(166.0)

3.7

(35.9)

26.9

18.2

(153.1)

(153.1)

(0.1)

(15.1)

19.4

(148.9)

208.6

84.5

73.1

Included in the total carrying amount of property, plant and equipment is £2.3m (2012: £5.5m) in respect of assets held under finance leases, and in cost is £1.9m (2012: £1.9m) in 
respect of capitalised finance costs.  

Depreciation is split between continuing and discontinued operations as follows: 

Continuing 

– underlying 

– exceptional costs 

Discontinued 

Note 

2, 3 

3 

7 

The carrying amount of property comprises:  

Freehold 

Short leasehold 

Property
£m

Plant and 
equipment
£m

2013

Total
£m

Property 
£m 

Plant and 
equipment
£m

(1.9)

–

–

(1.9)

(13.2)

(15.1)

–

–

–

–

(13.2)

(15.1)

(2.2) 

(1.2) 

(3.3) 

(6.7) 

(14.8)

(10.2)

(4.2)

(29.2)

2013
£m

21.2

4.3

25.5

2012

Total
£m

(17.0)

(11.4)

(7.5)

(35.9)

2012
£m

21.9

6.6

28.5

 
 
 
 
 
 
 
 
 
 
 
Wincanton plc Annual Report and Accounts 2013
Accounts

12. Investments in subsidiaries 

The significant subsidiaries as at 31 March 2013 in the Wincanton group of companies, based on the scale of their activities, are as follows: 
% of equity held 

Principal activity

Wincanton Holdings Limited  

Wincanton Group Limited  
Wincanton UK Limited1 
Wincanton Ireland Limited 

Risk Underwriting (Guernsey) Limited 

1  Direct subsidiary of Wincanton plc. 

13. Investments in associates 

Contract logistics services

Contract logistics services

Intermediate holding company

Contract logistics services

Captive insurer

100 

100 

100 

100 

100 

Country of incorporation

England and Wales

England and Wales

England and Wales

Republic of Ireland

Guernsey

There are no investments in associates in the current year. 

During the year ended 31 March 2012 the Group disposed of its investments in Rhine-Ro-Ro Service BV, OMYA Weil GmbH and Neuss Trimodal GmbH as part of the disposal of 
its operations in Mainland Europe, see note 7. In addition the Group disposed of its investment in Culina Logistics Limited for £11.0m. 

The financial data shown below for each associate is for the entity as a whole rather than the Group share thereof. 

Year ended 31 March 2012 

Country of  
incorporation 

% of ordinary 
equity held

Assets
£m

Liabilities
£m

Equity 
£m 

Culina Logistics Limited 

England and Wales 

Rhine-Ro-Ro Service BV 

The Netherlands 

OMYA Weil GmbH 

Neuss Trimodal GmbH 

Germany 

Germany 

–

–

–

–

–

–

–

–

–

–

–

–

–

–

– 

– 

– 

– 

– 

Share of results of associates 

14. Interests in jointly controlled entities 

Revenue
£m

145.5

2.8

–

–

148.3

Result
£m

6.3

0.2

–

(0.1)

6.4

1.3

During the year the liquidation of PGN Logistics Limited (‘PGN’), incorporated in England and Wales, was completed. Previously the Group held 50% of the ordinary share capital 
of PGN. 

Included in the consolidated financial statements of the Group are the following amounts in respect of the Group’s proportionate share of the assets, liabilities and revenue and 
expenses, up to the date of disposal, of jointly controlled entities:  

Non-current assets 

Current assets 

Current liabilities  

Non-current liabilities 
Net assets 

Discontinued operations 

Revenue 

Operating profit 

Net financing costs 

Income tax expense 
Profit for the year 

2013
£m

–

–

–

–

–

–

–

–

–

–

2012 
£m

–

0.3

–

–

0.3

20.9

1.1

(0.2)

(0.2)

0.7

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60

Wincanton plc Annual Report and Accounts 2013
Accounts

Notes to the consolidated  
financial statements 

15. Deferred tax assets and liabilities 

Recognised deferred tax assets and liabilities 

Deferred tax assets and liabilities are attributable to the following: 

Property, plant and equipment 

Employee benefits 

Pension provisions 

Other deferred tax assets 

Other deferred tax liabilities1 

2013
£m

3.6

–

34.2

1.0

(5.9)

32.9

Assets
2012
£m

5.0

0.1

28.4

4.9

(9.6)

28.8

2013
£m

(0.2)

–

–

–

(0.8)

(1.0)

Liabilities 
2012 
£m 

(1.1) 

– 

– 

– 

– 

(1.1) 

1  Other deferred tax liabilities consist primarily of deferred tax on acquired intangibles. 

Unrecognised deferred tax assets and liabilities 

Deferred tax asset on losses carried forward 

2013
£m

3.4

–

34.2

1.0

(6.7)

31.9

2013
£m

2.7

2.7

Net
2012
£m

3.9

0.1

28.4

4.9

(9.6)

27.7

2012
£m

3.0

3.0

Deferred tax assets have not been recognised in respect of losses carried forward due to the uncertainty of their utilisation in the relevant companies. 

Movement in deferred tax assets and liabilities during the current year 

At
1 April 2012
£m

Recognised 
in income 
£m 

Other
movements
£m

At
31 March 2013
£m

Property, plant and equipment 

Employee benefits 

Pension provisions 

Other deferred tax assets 

Other deferred tax liabilities 

16. Inventories 

Raw materials and consumables 

17. Trade and other receivables 

Trade receivables 

Less: provision for doubtful debts 

Net trade receivables  

Other receivables 

Prepayments and accrued income 

3.9

0.1

28.4

4.9

(9.6)

27.7

(0.5) 

(0.1) 

(4.4) 

(3.9) 

2.9 

(6.0) 

–

–

10.2

–

–

10.2

2013
£m

7.1

7.1

2013
£m

81.5

(0.3)

81.2

3.7

59.7

144.6

3.4

–

34.2

1.0

(6.7)

31.9

2012
£m

6.7

6.7

2012
£m

93.4

(0.9)

92.5

4.4

62.0

158.9

All receivables are due within one year, except for other receivables of £2.1m (2012: £2.5m) in respect of amounts recoverable from customers and others under contracts of more 
than one year, and prepayments and accrued income of £0.5m (2012: £1.9m).  

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Wincanton plc Annual Report and Accounts 2013
Accounts

17. Trade and other receivables (continued) 

Movement in the provision for doubtful debts 

At 1 April 

Effect of movements in foreign exchange 

Impairment losses recognised on receivables 

Amounts written off as uncollectable 

Impairment losses reversed 

At 31 March 

Ageing of trade receivables and the associated provision for doubtful debts at the balance sheet date 

Current 

1 month overdue 

2 months overdue 

3+ months overdue 

Gross
£m

76.4

3.4

0.9

0.8

81.5

2013 

Provision 
£m 

– 

– 

– 

(0.3) 

(0.3) 

2013
£m

0.9

–

(0.5)

0.1

(0.2)

0.3

Gross
£m

82.9

5.0

1.5

4.0

93.4

The standard period of credit on sales is up to 30 days. Interest is chargeable on overdue amounts. The Group only provides for doubtful debts where, in the opinion of 
management, the amount is no longer recoverable. The amount of the provision is management’s estimate of the irrecoverable amount.  

18. Cash and cash equivalents  

Cash at bank and in hand 

Restricted cash deposits held by the Group’s captive insurer 

Cash and cash equivalents  

Details of the Group’s treasury policies are set out in note 27. 

19. Borrowings and other financial liabilities 

Current 

Bank loans and overdrafts 

Finance lease liabilities 

Other financial liabilities 

Non-current 
Bank loans1 
Finance lease liabilities 

Other financial liabilities 

1  Bank loans include the US$ private placement as swapped into sterling 

The Group’s finance lease liabilities are payable as follows: 

Less than 1 year 

Between 1 and 5 years 

Over 5 years 

Minimum lease 
payments
£m

2.0

0.6

2.1

4.7

Interest
£m

(0.5)

(0.5)

(1.7)

(2.7)

2013

Principal
£m

1.5

0.1

0.4

2.0

Minimum lease 
payments 
£m 

3.1 

4.1 

2.2 

9.4 

2013
£m

88.2

15.0

103.2

2013
£m

10.7

1.5

1.7

13.9

194.4

0.5

2.0

196.9

Interest
£m

(0.7)

(0.9)

(1.8)

(3.4)

61

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4.3

(1.0)

0.7

(1.3)

(1.8)

0.9

2012

Provision
£m

–

–

–

(0.9)

(0.9)

2012
£m

148.7

16.9

165.6

2012
£m

55.8

2.4

1.5

59.7

213.8

3.6

3.0

220.4

2012

Principal
£m

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0.4

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62

Wincanton plc Annual Report and Accounts 2013
Accounts

Notes to the consolidated  
financial statements 

19. Borrowings and other financial liabilities (continued) 

The following are the contractual maturities of financial liabilities, including interest payments on finance leases only: 

At 31 March 2013 

Non-derivative financial liabilities 

Bank loans and overdrafts 
Unsecured bond issues – US$ private placement1 
Finance leases 

Trade and other payables 

Derivative financial liabilities 
US$/GBP fixed to floating swap – asset1 
US$/GBP fixed to floating swap – liability 

Forward foreign exchange contracts 

Interest rate swaps 

At 31 March 2012 

Non-derivative financial liabilities 

Bank loans and overdrafts 
Unsecured bond issues – US$ private placement1 
Finance leases 

Trade and other payables 

Derivative financial liabilities 
US$/GBP fixed to floating swap – asset1 
US$/GBP fixed to floating swap – liability 

Forward foreign exchange contracts 

Commodity derivatives 

Interest rate swaps 

Carrying 
amount
£m

Contractual
cash flows
£m

Less than 
1 year 
£m 

Between
1 and 5 years
£m

150.3

63.3

2.0

312.3

(62.0)

53.5

0.1

3.6

523.1

150.3

59.4

4.7

312.3

(59.4)

53.5

0.1

3.6

524.5

10.3 

– 

2.0 

312.3 

– 

– 

0.1 

1.6 

326.3 

65.0

59.4

0.6

–

(59.4)

53.5

–

2.0

121.1

Carrying 
amount
£m

Contractual 
cash flows
£m

Less than 
1 year 
£m 

Between
1 and 5 years
£m

157.1

126.0

6.0

332.0

(124.2)

110.7

0.3

0.1

4.1

157.1

115.7

9.4

332.0

(115.7)

110.7

0.3

0.1

4.1

0.4 

59.4 

3.1 

332.0 

(59.4) 

55.4 

0.1 

0.1 

1.3 

81.7

56.3

4.1

–

(56.3)

55.3

0.2

–

2.8

Over
5 years
£m

75.0

–

2.1

–

–

–

–

–

77.1

Over 
5 years
£m

75.0

–

2.2

–

–

–

–

–

–

1  Contractual cash flows denominated in foreign currencies are translated at the year end exchange rate. Carrying amounts are stated at fair value. 

612.1

613.7

392.4 

144.1

77.2

20. Trade and other payables 

Current 

Trade payables 

Other taxes and social security 

Other payables 

Accruals and deferred income 

2013
£m

90.2

19.3

55.1

147.7

312.3

2012
£m

100.1

26.5

56.0

149.4

332.0

 
 
 
 
 
  
 
 
 
 
 
 
 
63

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Wincanton plc Annual Report and Accounts 2013
Accounts

21. Provisions  

At 1 April 2012 

Effect of movements in foreign exchange 

Provisions used during the year 

Unwinding of discount  

Provisions made during the year 

At 31 March 2013 

Current  

Non-current 

Note

Insurance
£m

Property 
£m 

Other
provisions
£m

5

37.5

–

(6.8)

0.8

6.4

37.9

11.3

26.6

37.9

51.4 

0.1 

(10.9) 

1.6 

– 

42.2 

10.4 

31.8 

42.2 

7.8

–

(6.7)

–

–

1.1

1.1

–

1.1

Total
£m

96.7

0.1

(24.4)

2.4

6.4

81.2

22.8

58.4

81.2

The Group owns 100% of the share capital of a captive insurer which insures certain of the risks of the Group. The insurance provisions in the above table are held in respect of 
outstanding insurance claims, the majority of which are expected to be paid within one to seven years. The discount unwinding arises primarily on the employers’ liability policy 
which is discounted over a period of seven years at a rate based on the Bank of England base rate.  

The property provisions are determined on a site by site basis, as the best estimate of the expected costs of empty and under-utilised properties, including dilapidations. 
The provisions are utilised over the relevant lease term, with the majority expected to be utilised over the next three years. Where significant, amounts have been discounted 
at a rate based on the Group’s cost of debt. 

Other provisions include the unpaid element of any restructuring costs. 

22. Capital and reserves 

Share capital  

Allotted, called up and fully paid 

In issue at 1 April and 31 March 

2013
millions

121.7

Ordinary shares

2012
millions

121.7

The number of shares detailed above differs from those in note 8 as a result of the inclusion, in the above total, of the shares held within an Employee Benefit Trust (EBT) 
(see below), and also the effect of weighting for the purpose of the earnings per share calculations. 

At 31 March 2013 the authorised share capital comprised 159,999,980 (2012: 159,999,980) ordinary shares of 10p each. 

The holders of ordinary shares are entitled to receive dividends as declared from time to time. At general meetings of shareholders each shareholder (or appointed proxy) present 
in person is entitled to vote, on a show of hands has one vote, and on a poll has one vote per share. In respect of the Company’s shares that are held by the EBT (see below), 
all rights are suspended until these shares are reissued. 

During the current and prior year no new shares were issued under any of the share-based payment schemes. During the year ended 31 March 2002, the Company established 
a Capital Redemption Reserve of £49,998 on redemption of redeemable preference shares. 

Merger reserve 

The merger reserve arose from the original acquisition of the then Wincanton group of companies by Wincanton plc, on the demerger from the previous parent in May 2001, 
which was accounted for under merger accounting principles. 

Hedging reserve 

Where a derivative financial instrument is designated as a hedge of the variability in cash flows of a highly probable forecast transaction, the effective part of the gain or loss 
on the derivative is recognised directly in equity within the hedging reserve. When the forecast transaction that was being hedged is realised the cumulative gain or loss on the 
derivative is recognised in the income statement in the same period. 

Translation reserve 

The translation reserve comprises all foreign exchange differences arising from the translation of the financial statements of foreign operations as well as from the translation 
of liabilities that hedge the Company’s net investment in foreign subsidiaries. Where operations have been disposed of during the year the related translation reserve has been 
transferred to the income statement and reported within the loss on disposal. 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  
64

Wincanton plc Annual Report and Accounts 2013
Accounts

Notes to the consolidated  
financial statements 

22. Capital and reserves (continued) 

IFRS 2 reserve 

Since 1 April 2004, the IFRS 2 reserve comprises the charges made to the income statement in respect of share-based payments under the Group’s equity compensation schemes. 

Own shares 

The own shares reserve comprises the cost of the Company’s shares held by the Employee Benefit Trust (EBT) established in Jersey and managed on its behalf by independent 
trustees. At 31 March 2013, the number of the Company’s shares held by the EBT had decreased to 5,772,484 (2012: 6,275,767) due to the settlement of options exercised. 
The EBT has waived the right to receive dividends in respect of these shares. The average cost of the shares held is 265p each (2012: 264p) and at 31 March 2013, the market 
value of the shares held was £2.5m (2012: £4.4m). 

All of the shares in the EBT are held in respect of the Group’s various equity compensation schemes (see note 26) and at 31 March 2013 there were 1,527,352 (2012: 3,889,882) 
shares held in respect of vested options.  

23. Capital commitments 

Capital commitments for the Group at the end of the financial year for which no provision has been made, are as follows: 

Contracted 

24. Operating leases 

Leases as lessee 

2013
£m

1.1

1.1

2012
£m

2.3

2.3

The Group leases warehousing facilities, commercial vehicles and other logistics equipment for use in its operations. Typical lease periods for new warehouse rental contracts 
are between five and 15 years although older rental contracts are for longer periods with intervening break clauses. The average period for vehicles and equipment is four years. 
The amounts charged to the income statement in the current and prior years are given in note 3. 

The total future minimum lease payments under non-cancellable operating leases are detailed in the following table: 

Leases expiring in: 

Less than 1 year 

Between 1 and 5 years 

More than 5 years 

Plant and
 equipment
£m

21.7

37.6

1.4

60.7

2013 

Land and 
 buildings 
£m 

34.4 

88.0 

146.6 

269.0 

Plant and
 equipment
£m

24.8

33.1

0.6

58.5

2012

Land and
 buildings
£m

34.6

93.3

155.6

283.5

Wherever possible these commitments are mitigated through contractual commitments from customers for whom the properties are occupied and/or vehicles and plant are 
rented. The degree of mitigation can be banded according to the nature of the contract between the Group and its customers. This includes ‘back-to-back’ leases which are fully 
underwritten by customers throughout the life of the lease and multi-user locations where, although there is no specific matching of lease and contract terms, there are varying 
degrees of contract backing and therefore mitigation is spread across a number of customers.  

A summary of leases by customer contract type is shown in the following table: 

Element of lease underwritten by customer contract 

Element of lease where the period of the lease extends beyond the current maturity of the 
  customer contract 

Multi-user locations where mitigation is spread across a number of customers 

Leases with limited or no mitigation 

Covered by property provision 

Plant and
 equipment
£m

23.1

15.4

20.1

2.1

60.7

–

60.7

2013 

Land and 
 buildings 
£m 

32.4 

27.8 

148.5 

27.1 

235.8 

33.2 

269.0 

Plant and
 equipment
£m

30.1

9.9

15.8

2.7

58.5

–

58.5

2012

Land and
 buildings
£m

32.9

23.4

138.6

49.7

244.6

38.9

283.5

 
 
 
 
 
 
 
 
 
 
 
Wincanton plc Annual Report and Accounts 2013
Accounts

25. Employee benefits 

The employee benefit liabilities of the Group consist primarily of the post-retirement obligations of the Group’s pension arrangements. In addition frozen holiday pay obligations 
exist in respect of a limited number of employees. These two elements are analysed in the table below and the pension arrangements discussed in detail: 

Holiday pay 

Pension schemes (see below) 

These employee benefits are split as follows: 

Current 

Non-current 

Pension schemes 

2013 
£m

0.3

148.7

149.0

0.3

148.7

149.0

2012 
£m

0.8

118.2

119.0

0.8

118.2

119.0

Employees of Wincanton participated in both funded and unfunded pension arrangements in the UK and Ireland during the year ended 31 March 2013 details of which are 
given below.  

The principal Wincanton Scheme in the UK (the Scheme) is a funded arrangement which has three defined benefit sections and two defined contribution sections, called the 
Wincanton Retirement Savings Section and the Wincanton Pension Builder Plan. The employees of Wincanton Ireland Limited are eligible to participate in a separate funded 
defined contribution scheme. Assets of these pension arrangements are held in separate Trustee administered funds independent of Wincanton. The pension cost in relation 
to the defined benefit sections of the Scheme is assessed in accordance with the advice of a qualified actuary using the projected unit method.  

The latest formal valuation of the Scheme was carried out as at 31 March 2011 by the Scheme actuary, Hymans Robertson. It was agreed between the Trustee and the Group in 
June 2012 and submitted to the Pension Regulator. As a result, the Group, in consultation with the Scheme actuary agreed to leave the terms of the additional cash contribution 
unchanged from that previously agreed. Accordingly the additional cash contribution the Group makes to the Scheme in order to address the past service deficit will increase 
by RPI each year. The contribution in the year was £13.6m (2012: £13.1m). 

In the year commencing 1 April 2013 the Group contributions are expected to be approximately £24.7m, including an incremental cash contribution of £14.0m, increased 
by RPI as set out in the triennial valuation as at 31 March 2011. 

Previously a small number of employees, who were subject to the statutory earnings cap on pensionable earnings prior to 6 April 2006, were entitled to participate in an 
unfunded unapproved arrangement in addition to accruing benefits from the Scheme, however there have been no active members of this arrangement throughout the year 
ended 31 March 2013. 

The assets and liabilities of the defined benefit schemes of the Group are calculated in accordance with IAS 19 Employee Benefits and are set out in the tables below. 

The calculations under IAS 19 are based on actuarial assumptions which are the best estimates chosen from a range of possible assumptions about the long-term future which, 
unless by chance, will not necessarily be borne out in practice. The fair value of the assets, which are not intended to be realised in the short term, may be subject to significant 
change before they are realised, and the present value of the liabilities are derived from cash flow projections over long periods and are thus inherently uncertain. 

Present value of unfunded defined benefit obligations 

Present value of funded defined benefit obligations 

Fair value of Scheme assets 

Net pension scheme obligations recognised 

2013 
£m

(1.6)

(891.0)

743.9

(148.7)

2012 
£m

(1.3)

(773.9)

657.0

(118.2)

The movement in the above net pension scheme obligations in the year was primarily the result of the change in the discount rate, which has been offset by an increase in the 
market value of assets inclusive of the further additional cash contributions being made. The net pension scheme obligations, after taking into account the related deferred tax 
asset, are £114.5m (2012: £89.8m). 

65

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66

Wincanton plc Annual Report and Accounts 2013
Accounts

Notes to the consolidated  
financial statements 

25. Employee benefits (continued) 

Movements in the present value of the defined benefit obligation 

Opening defined benefit obligation 

Effect of movements in foreign exchange 

Current service cost 

Interest cost 

Actuarial losses 

Employee contributions 

Benefits paid 

Disposal of businesses 

Closing defined benefit obligation 

Movements in the fair value of Scheme assets 

Opening fair value of Scheme assets 

Expected return 

Actuarial gains 

Employer contributions 

Employee contributions 

Benefits paid 

Closing fair value of Scheme assets 

Note

4

5

Wincanton
Scheme
£m

773.9

–

11.5

38.3

95.2

0.1

(28.0)

–

891.0

Unfunded 
arrangements 
£m 

1.3 

– 

– 

0.1 

0.2 

– 

– 

– 

1.6 

2013

Total
£m

775.2

–

11.5

38.4

95.4

0.1

(28.0)

–

892.6

2013 
£m

657.0

42.4

47.1

25.3

0.1

(28.0)

743.9

2012

Total
£m

719.7

(1.5)

12.0

40.2

65.0

0.2

(31.6)

(28.8)

775.2

2012 
£m

610.7

44.3

0.6

32.8

0.2

(31.6)

657.0

Where benefits are paid in respect of unfunded arrangements these costs are met by the employer and are included within employer contributions and benefits paid in the 
table above. 

The current service cost, interest on pension scheme liabilities and expected return on Scheme assets are included in the following lines in the income statement. 

Continuing operations 

Cost of sales 

Administrative expenses 

Current service cost 

Expected return on Scheme assets 

Interest on pension scheme liabilities 

Net financing cost 

Discontinued operations 

Administrative expenses 

Current service cost 

Interest on pension scheme liabilities 

Net financing cost 

Note 

4 

5 

5 

2013 
£m

9.2

2.3

11.5

(42.4)

38.4

(4.0)

2013 
£m

–

–

–

–

2012 
£m

9.6

2.2

11.8

(44.3)

39.2

(5.1)

2012 
£m

0.2

0.2

1.0

1.0

 
 
 
 
 
 
   
 
 
 
 
Wincanton plc Annual Report and Accounts 2013
Accounts

25. Employee benefits (continued) 
The expected rates of return on the Scheme assets are set at the beginning of the year, as follows: 

Equities 

Corporate bonds 

Government bonds 

Property 

Hedge funds 

Other 

Overall expected rate of return 

2013
Expected
return on
assets
%

8.25

5.40

3.40

5.70

5.70

1.70

6.46

2012
Expected
return on
assets 
%

8.50

6.30

4.50

6.50

n/a

1.70

7.25

The expected rates of return on the Scheme assets are determined by reference to relevant indices. The overall expected rate of return is calculated by weighting the individual 
rates in accordance with the anticipated balance in the Scheme’s investment portfolio, net of investment management expenses. The assets of the Scheme were held in the 
following proportions as at 31 March 2013; equities 37%, corporate bonds 38%, hedge funds and other high yield assets 17%, property 7%, and cash 1%. The actual gain on assets 
during the year was £89.5m (2012: £44.9m). 

Liability for defined benefit obligations 

The principal actuarial assumptions for the Scheme and for the UK unfunded arrangement at the balance sheet date were as follows: 

Discount rate 

Price inflation rate – RPI 

Price inflation rate – CPI 

Pensionable salaries rate  

Rate of increase of pensions in payment and deferred pensions 

– for service to 31 March 2006 

– for service from 1 April 2006 

For the majority of Scheme members increases in pensionable salaries are now capped at the same level as price inflation (RPI). 

The assumptions used for mortality rates for members of these arrangements at the expected retirement age of 65 years are as follows: 

Male aged 65 today 

Male aged 45 today 

Female aged 65 today 

Female aged 45 today 

Sensitivity table 

2013
%

4.50

3.25

2.25

3.25

3.10

2.35

2013
Years

20.5

23.2

22.7

25.2

2012
%

5.00

3.15

2.15

3.15

3.00

2.30

2012
Years

20.3

23.0

22.5

25.0

The sensitivity of the present value of the Scheme obligations to changes in the key actuarial assumptions are set out in the following table. The illustrations consider the result of 
only a single assumption changing with the others assumed unchanged, although in reality it is more likely that more than one assumption would change and potentially the 
results would offset each other. For example, a fall in interest rates will increase the Scheme obligations, but may also trigger an offsetting increase in market value of certain 
Scheme assets. 

Discount rate 

Price inflation  

Mortality rate 

Change in 
assumption

+ 0.5%

+ 0.5%

+ 1 year

Impact on  
liability 

– 8.1% 

+ 7.4% 

+ 2.7% 

Change in 
assumption

– 0.5%

– 0.5%

Impact on
liability

+ 9.3%

– 6.7%

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Wincanton plc Annual Report and Accounts 2013
Accounts

Notes to the consolidated  
financial statements 

25. Employee benefits (continued) 

History 

The net deficit in the schemes at the balance sheet date for the current and prior periods is as follows:  

Present value of defined benefit obligations 

Fair value of Scheme assets 

Net deficit 

Analysis of amount recognised in other comprehensive income 

Actuarial (losses)/gains arising on pension scheme liabilities 

Actual return less expected return on Scheme assets 

Actuarial (losses)/gains recognised in other comprehensive income 

2013
£m

(892.6)

743.9

(148.7)

2013
£m

(95.4)

47.1

(48.3)

2012
£m

(775.2)

657.0

(118.2)

2012
£m

(65.0)

0.6

(64.4)

2011 
£m 

(719.7) 

610.7 

(109.0) 

2011 
£m 

43.3 

5.4 

48.7 

2010
£m

(735.1)

561.0

(174.1)

2010
£m

(194.1)

118.2

(75.9)

2009
£m

(523.8)

409.0

(114.8)

2009
£m

55.4

(143.6)

(88.2)

The cumulative actuarial losses reported in other comprehensive income since the transition to Adopted IFRS on 1 April 2004 are £225.7m (2012: £177.4m). 

Defined contribution schemes 

The total expense relating to the Group’s defined contribution schemes in the current year was £7.9m (2012: £9.0m) in relation to continuing operations and £nil (2012: £0.4m) 
for discontinued operations. 

26. Equity compensation benefits 

Employees of the Group currently participate, subject to seniority and length of service, in the Executive Bonus Plan and Special Option Plan. Other schemes in existence are 
the Deferred Annual Bonus Scheme, Performance Share Plan, Share Match Incentive Schemes and the Executive Share Option Scheme. All of these schemes involve the grant 
of options or conditional awards of shares in the Company. 

Under Adopted IFRS, the grants of options made on or after 7 November 2002 are accounted for in accordance with IFRS 2 Share-based Payments, which requires the fair value 
of services received in return for share options granted to be recognised in the income statement over the vesting period. The Group recognised total expenses of £0.6m (2012: 
£0.7m) in respect of the costs of equity-settled and other share-based payment transactions during the year. At the year end liabilities of £0.4m (2012: £0.2m) were included in the 
balance sheet for these items.  

The fair value of these services is measured by reference to the fair value of the share options granted under each scheme. 

The number of options outstanding and exercisable in respect of each scheme at 31 March 2013 is as follows: 

Outstanding

Exercisable 

Option price 
pence/share

Date normally 
exercisable

Executive Bonus Plan 

July 2012 

Special Option Plans 

July 2012 

January 2013 

Deferred Annual Bonus Scheme 

June 2010 

Performance Share Plan 

July 2010 

Executive Share Option Schemes 

March 2004 

December 2004 

December 2005 

December 2006 

368,916

368,916

10,793,686

1,059,322

11,853,008

540,968

540,968

469,625

469,625

2,730

222,600

292,173

471,614

989,117

– 

– 

– 

– 

– 

540,968 

540,968 

– 

– 

2,730 

222,600 

292,173 

471,614 

989,117 

–

2013-2022

36

71

–

–

233

269

335

347

2015-2022

2016-2023

2011-2014

2013-2014

2007-2014

2007-2014

2008-2015

2009-2016

Total number of share options 

14,221,634

1,530,085 

 
 
 
 
 
 
 
 
 
 
 
 
 
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Wincanton plc Annual Report and Accounts 2013
Accounts

26. Equity compensation benefits (continued) 

The number and weighted average exercise price of all share options extant under the above schemes are as follows: 

Outstanding at beginning of period 

Granted during the period 

Lapsed during the period 

Exercised during the period 

Outstanding at the end of the period 

Exercisable at the end of the period 

2013 

Options

Weighted average 
pence 

13,259,312

14,944,408

(13,478,802)

(503,284)

14,221,634

1,530,085

83 

37 

102 

– 

55 

210 

2012

Weighted average 
pence

132

–

122

–

83

277

Options

11,800,724

6,060,549

(3,709,045)

(892,916)

13,259,312

3,979,135

The weighted average share price at the date of exercise for share options exercised during the period was 57p (2012: 101p). The options outstanding at 31 March 2013 had a 
range of exercise prices of between nil and 347p and a weighted average remaining contractual life of eight years. 

The number of nil cost options awarded under the terms of the Executive Bonus Plan are calculated with reference to the 30 day average quoted market price of the Company’s 
shares for the year ending 31 March of the financial year immediately preceding the date of award. Awards made under the Special Option Plan, Deferred Annual Bonus Scheme, 
Performance Share Plan, Share Match Incentive Schemes and Executive Share Option Scheme are granted based on the average quoted market price of the Company’s shares 
for a period up to three business days immediately prior to the date of grant. Upon exercise, all options granted under these schemes are equity-settled. 

The terms and conditions of the grants to date under these schemes are as follows: 

Executive Bonus Plan 

The Group introduced the Executive Bonus Plan during the year ended 31 March 2012. The award is made part in cash, part in deferred shares and for the years ending 31 March 
2012 and 31 March 2013 will be settled 50% : 50%. 50% of the balance of the participants Plan account is paid at the end of each Plan year subject to non-market performance 
conditions.  

The Bonus Plan operates for a fixed four year period. At the end of that period the balance of a participants Plan account will be payable. 

Grant 
date 

July 2012 

Number of
 options granted

591,401

Total 

591,401

Vesting 
conditions 

The Scheme is subject to a performance requirement based on a percentage of the profit 
target. Where a forfeiture threshold operates the Participant will receive no contribution into 
their plan account for that Plan year and 50% of their Plan account balance, not yet paid, will 
be forfeited. Additionally Participants must be employed by the Company at the point the 
award vests. 

Contractual
life years

10

The grants made under this scheme have non-market based performance conditions. As the grant is at nil cost, the fair value is equivalent to the option value (i.e. the 30 day 
average price of the Company’s shares for the period ending 31 March of the relevant financial year of award. 

Special Option Plan 

Under the Special Option Plan, the Executive Directors and certain senior managers were granted long-term incentive awards. 

Grant 
date 

September 2011 
July 2012 
January 2013 

Total 

Number of
 options granted

Vesting 
conditions 

6,060,549
13,293,685
1,059,322

20,413,556

3 years of service plus an EPS underpin where the Company’s EPS must not reduce over the 3 
year vesting period. In addition it is subject to a performance requirement based on average 
absolute TSR growth over 3 years (the option starts to vest at >10% per annum with 100% of 
the option vesting for 22% per annum). 

Contractual
life years

10

The grant made under this Plan has an absolute TSR growth performance condition with an attaching EPS underpin. The EPS requirement is a non-market based performance 
condition and as such is not accounted for in the fair value calculation. The TSR requirement is a market based performance condition and the fair value is calculated by applying 
a discount to the option value. The discount is calculated using a Monte-Carlo pricing model and is the expected outcome of meeting the performance condition. The fair value 
is determined on assumptions at the date of the award:  

Share price at grant 

Exercise price 

Risk free rate 

Expected volatility 

Expected life 

Dividend yield 

Fair value 

January 2013  
grant 

68.75 pence 

70.8 pence 

July 2012 
grant

September 2011
grant

33.0 pence

36.0 pence

78.0 pence

90.6 pence

1.07% 

45.0% 

5 years 

0.00% 

0.67%

43.25%

5 years

0.00%

1.49%

40%

5 years

5.77%

19.9 pence 

8.6 pence

9.5 pence

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
70

Wincanton plc Annual Report and Accounts 2013
Accounts

Notes to the consolidated  
financial statements 

26. Equity compensation benefits (continued) 

Deferred Annual Bonus Scheme 

The Group introduced a Deferred Annual Bonus Scheme in 2010 to replace a cash only bonus scheme. The Deferred Annual Bonus Scheme was effective for the year ended 31 
March 2010. Under the Scheme a proportion of each participant’s annual bonus was granted as nil cost options. 

Grant 
date 

June 2010 

Number of
 options granted

2,232,603

Total 

2,232,603

Vesting 
conditions 

50% will vest subject to 1 year’s service from date of grant and the remaining 50% will vest 
subject to 2 years’ service from date of grant. UK tax approved options were also granted at 
the same date, see Executive Share Option Schemes (ESOS). If these options are exercised the 
ESOS options will lapse, and vice versa. 

Contractual
life years

4

The grants made under this scheme have non-market based performance conditions. As the grant is at nil cost, the fair value is equivalent to the option value (i.e. the average 
price of the Company’s shares for the three days prior to the grant date). 

Performance Share Plan 

Grant 
date 

June 2008 

Number of
 options granted

1,053,972

June 2009 
July 2010 

1,839,003
1,862,831

Total 

4,755,806

Vesting 
conditions 

3 years of service plus (a) 50% will vest subject to the Company’s underlying EPS performance 
over 3 years (maximum vesting is achieved if annual underlying EPS growth is ≥ 15% per 
annum) and (b) 50% will vest subject to the Company’s TSR performance over 3 years relative 
to the TSR of the FTSE 250 (maximum vesting is achieved if TSR performance is ≥ 20% per 
annum in excess of the TSR of the FTSE 250).  

3 years of service plus (a) 50% will vest subject to the Company’s underlying EPS performance 
over 3 years (maximum vesting is achieved if the cumulative annual underlying EPS is 72.4p 
(July 2010) or 70p (June 2009)), and (b) 50% will vest subject to the Company’s TSR 
performance over 3 years relative to the TSR of constituents of the FTSE 250 index at the date 
of grant (‘FTSE 250 constituents’) (maximum vesting is achieved if TSR performance is in the 
upper quartile of the FTSE 250 constituents).  

Contractual
life years

3½

3½

The grants under the Performance Share Plan (PSP) are made in two parts based on EPS and TSR performance and a separate fair value is required for each part: (a) The EPS 
requirement is a non-market based performance condition. As the grant is at nil cost the fair value is equivalent to the option value (i.e. the average share price of the Company 
for the three days prior to the grant date) and (b) The TSR requirement is a market based performance condition and the fair value is calculated by applying a discount to the 
option value. The discount is calculated using a Monte-Carlo pricing model and is the expected outcome of meeting the performance criteria. For the June 2009 PSP grant the 
fair value is 132p and for the July 2010 grant the fair value is 151p determined from the following variables: 

July 2010 grant

June 2009 grant

221 pence

198 pence

42.6%

3 years

1.29%

42.5%

3 years

2.36%

Contractual
life years

3½

3½

Weighted average price at grant date 

Expected volatility  

Expected life 

Risk free rate 

Share Match Incentive Schemes 

Grant 
date 

Original: 
June 2008 

Revised: 
June 2008 

Number of
 options granted

Vesting 
conditions 

64,033

1,549,444

3 years of service plus average annual growth rate for underlying EPS of RPI +3% in the  
3 consecutive years following the grant (starting with the year including the grant). 

3 years of service plus (a) 50% will vest subject to the Company’s underlying EPS performance 
over 3 years (maximum vesting is achieved if annual compound underlying EPS growth is ≥ 
15% per annum) and (b) 50% will vest subject to the Company’s TSR performance over 3 years 
relative to the TSR of the FTSE 250 (maximum vesting is achieved if TSR performance is ≥ 20% 
per annum in excess of the TSR of the FTSE 250). 

Total 

1,613,477

The grant made under the original Share Match Incentive Scheme has non-market based performance conditions. As the grant is at nil cost, the fair value is equivalent to the 
option value (i.e. the average price of the Company’s shares for three days prior to the grant date). 

The grants under the revised Share Match Incentive Scheme are made in two parts based on EPS and TSR performance (a) The EPS requirement is a non-market based 
performance condition. As the grant is at nil cost the fair value is equivalent to the option value (i.e. the average share price of the Company for the three days prior to the grant 
date) and (b) The TSR requirement is a market based performance condition and the fair value is calculated by applying a discount to the option value. The discount is calculated 
using scenario-modelling. 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Wincanton plc Annual Report and Accounts 2013
Accounts

26. Equity compensation benefits (continued) 

Executive Share Option Schemes 
Grant 
date 

Number of
 options granted

Vesting 
conditions 

June 2001 
September 2001 
July 2002 
December 2002 

March 2004 
December 2004 
December 2005 
December 2006 

June 2010 

2,966,959
536,826
44,318
1,621,000  

250,000
3,136,630
3,184,581
2,925,065  

1,009,452

Total 

15,674,831  

3 years of service plus average annual growth rate for underlying EPS of RPI +3% in any  
3 consecutive years of the 5 years following the grant (starting with the year including  
the grant). 

3 years of service plus average annual growth rate for underlying EPS of RPI + 3% in the 3 
consecutive years following the grant (starting with the year including the grant). 

3 years of service. The options are UK tax approved and conditional on the Deferred Annual 
Bonus Scheme (DABS) options granted at the same date. If these options are exercised the 
DABS options will lapse, and vice versa. 

Contractual
life years

10

10

4

The grants made under these schemes all have non-market based performance conditions which are taken into account in the fair value calculation using a Binomial pricing 
model. The contractual life of the options and the expectation of early exercises are incorporated into the model. Expected volatility is based on a three year average of the historic 
share price volatility. 

27. Financial instruments 

Financial risk management and treasury policies 

The Group, through its activities, is exposed to a range of financial risks. Financial risks are managed through the Group’s centralised treasury function which acts within clearly 
defined policies approved by the Board. These policies are designed to reduce the financial risks faced by the Group relating to liquidity risk, market risk (being interest rates, equity 
prices and currency exchange rate exposure) and credit risk. Transactions of a speculative nature are not permitted and the treasury function does not operate as a profit centre. 

Liquidity risk 

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group’s policy on funding capacity is to ensure that there is always 
sufficient long-term funding and short-term facilities in place to meet foreseeable peak borrowing requirements. 

The Group has £314m (2012: £373m) of core committed funding of which £204m was drawn at 31 March 2013 (2012: £273m), leaving headroom of £110m (2012: £100m). 
The Group also has overdraft and other uncommitted facilities. Within the £314m (2012: £373m) of core committed facilities there is £204m (2012: £262m) in the form of bonds 
and term loans which must be drawn. At certain points in the working capital cycle this results in the Group having cash which is held in short-term interest-bearing deposits. 
The Group also holds cash deposits within its captive insurer; these deposits have a mix of maturities, none of which is greater than 12 months. The Group’s net debt at the 
balance sheet date was: 

Total borrowings and other financial liabilities 

Cash and cash equivalents 

Net debt 

See note 19 for further analysis of the contractual maturities of the financial liabilities. 

Note 

19 

18 

2013
£m

210.8

(103.2)

107.6

2012
£m

280.1

(165.6)

114.5

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72

Wincanton plc Annual Report and Accounts 2013
Accounts

Notes to the consolidated  
financial statements 

27. Financial instruments (continued) 

Market risk 

Market risk is the risk that changes in market prices, such as interest rates and foreign exchange rates will affect the Group’s income or the value of its holdings of financial 
instruments. 

Interest rate risk 
The Group maintains a policy of using derivatives to achieve an appropriate balance between fixed, capped, and floating interest profiles, so as to limit the exposure to the cash 
cost of servicing its debt. 

The majority of the Group’s drawn debt at 31 March 2013 is at floating rates. At 31 March 2013 the Group had in place £70m of three and five year sterling interest rate swaps 
(maturing 2014 and 2016) with effective rates of between 1.8% and 3.7% and the net fair value of the financial instruments used to manage interest rates at the year end was 
£(3.6)m (2012: £(4.1)m). 

Sterling 

Bank loans and overdrafts 

Finance leases 

Other financial liabilities 

Borrowings 

Cash 

Net debt 

Interest rate swap 

Net debt 

Euro and other currencies 

Bank loans and overdrafts 

Cash 

Net (cash)/debt 

Floating
rate
£m

205.1

–

3.7

208.8

(100.2)

108.6

(70.0)

38.6

–

(3.0)

(3.0)

Fixed
rate
£m

–

2.0

–

2.0

–

2.0

70.0

72.0

–

–

–

2013

Total
£m

205.1

2.0

3.7

210.8

(100.2)

110.6

–

110.6

–

(3.0)

(3.0)

Floating 
rate 
£m 

262.9 

– 

4.5 

267.4 

(164.7) 

102.7 

(70.0) 

32.7 

6.7 

(0.9) 

5.8 

Fixed
rate
£m

–

6.0

–

6.0

–

6.0

70.0

76.0

–

–

–

2012

Total
£m

262.9

6.0

4.5

273.4

(164.7)

108.7

–

108.7

6.7

(0.9)

5.8

Interest rate sensitivity 
The following table demonstrates the sensitivity to a change in interest rates of 1% on the Group’s profit before tax and on its equity. The impact has been calculated by applying 
the change in interest rates to the weighted average interest rate during the year, and applying this rate to the average borrowings during the year. A variation of 1% represents 
management’s view of a reasonably possible change in interest rates. Any impact on equity excludes the possible effect which a change in interest rates may have on the present 
value of the Group’s pension obligations, the effects of which are set out in note 25. 

Sterling  

1.0% increase in rates 

1.0% decrease in rates 

Euro 

1.0% increase in rates 

1.0% decrease in rates 

Effect
on profit
before tax
£m

(2.0)

2.0

–

–

2013 

Effect  
on equity 
£m 

(2.0) 

2.0 

– 

– 

Effect
on profit
before tax
£m

(2.0)

2.0

(0.8)

0.8

2012

Effect 
on equity
£m

(2.0)

2.0

(0.8)

0.8

The methods and assumptions used to calculate the possible effect of a change in interest rates are consistent with those used in the prior year. The comparatives do not reflect 
the full reduction in euro borrowings at the end of the prior year.  

Currency risk and sensitivity  
The Group is a largely UK based business with a small proportion of the Groups’ activities denominated in euro. The transactional exposure of the Group is minimised as the vast 
majority of transactions are denominated in the relevant functional currency of the operation concerned. 

The only non-sterling activity is now in Ireland. In order to protect the sterling value of the balance sheet, the Group finances its investment in Ireland by borrowing in euros. 
Transactional exposure is minimal. 

The Group’s committed facilities include $90m (2012: $185m) of US private placements. The principal has been swapped into sterling, and all future cash flows are fully hedged; 
the fair value of the US$ principal and the US$/GBP swaps move in line with each other, so there is no resulting adjustment to the Group’s income statement. 

 
 
 
 
 
 
 
 
Wincanton plc Annual Report and Accounts 2013
Accounts

27. Financial instruments (continued) 

Credit risk 

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the 
Group’s receivables from customers. 

The Group has a credit policy in place and the exposure to credit risk is monitored on an ongoing basis. Deposits are only made with pre-approved counterparties. Credit 
evaluations are performed on all customers requiring credit. The Group does not generally require collateral in respect of financial assets. At the balance sheet date there were 
no significant concentrations of credit risk. The maximum exposure to credit risk is represented by the carrying amount of each financial asset, including derivative financial 
instruments, in the balance sheet of £250.1m (2012: £386.7m). See note 17 for further analysis of trade receivables and the associated doubtful debt provisions held. 

Capital risk management 

The Group’s objectives when managing capital are to safeguard its ability to continue as a going concern, in order to provide optimal returns for shareholders, and to maintain an 
efficient capital structure. 

In doing so, the Group’s strategy is to retain appropriate levels of liquidity headroom to ensure financial stability and flexibility. To achieve this strategy and maintain this position, 
the Group regularly monitors key credit metrics such as net debt to EBITDA, interest cover and fixed charge cover. In addition the Group ensures a combination of short-term 
liquidity headroom with a diverse long-term debt maturity profile. As at the balance sheet date the Group’s average debt maturity profile was 3 years. 

In order to maintain or realign the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares, or sell 
assets to reduce debt. 

Fair values 

The fair values of the Group’s financial assets and liabilities, together with the carrying amounts shown in the balance sheet are given in the following table:  

Trade receivables 

Other receivables 

Cash and cash equivalents 

US$ fixed to floating swaps 

– Assets 

– Liabilities 

Forward exchange contracts 

Commodity derivatives 

Interest rate swaps 

Bank loans and overdrafts 

Unsecured bond issues – US$ private placement 

Finance lease liabilities 

Trade and other payables 

Unrecognised losses 

Carrying amount
£m

Fair value 
£m 

Carrying amount
£m

2013 

81.2

3.7

103.2

62.0

(53.5)

(0.1)

–

(3.6)

(150.3)

(63.3)

(2.0)

(312.3)

81.2 

3.7 

103.2 

62.0 

(53.5) 

(0.1) 

– 

(3.6) 

(150.3) 

(63.3) 

(2.0) 

(312.3) 

– 

92.5

4.4

165.6

124.2

(110.7)

(0.3)

(0.1)

(4.1)

(157.1)

(126.0)

(6.0)

(332.0)

2012

Fair value
£m

92.5

4.4

165.6

124.2

(110.7)

(0.3)

(0.1)

(4.1)

(157.1)

(126.0)

(6.0)

(332.0)

–

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Wincanton plc Annual Report and Accounts 2013
Accounts

Notes to the consolidated  
financial statements 

27. Financial instruments (continued) 

Estimation of fair values 
The following summarises the major methods and assumptions used in estimating the fair values of financial instruments reflected in the above table. Under the disclosure 
requirements of IFRS 7, all fair value measurements of financial assets and liabilities are considered to be categorised as level 2. 

Derivatives 
Forward exchange contracts are either marked to market using listed market prices or by discounting the contractual forward price and deducting the current spot rate. The fair 
value of interest rates swaps are determined by discounting the future cash flows at rates determined by year end yield curves. 

Interest-bearing loans and borrowings and unsecured bond issues 
Fair value is calculated on discounted expected future principal and interest cash flows at market interest rates. 

Finance lease liabilities 
The fair value is estimated as the present value of future cash flows discounted at market interest rates for homogenous lease agreements. 

28. Related parties 

Identity of related parties 

The Group has a controlling related party relationship with its parent Company Wincanton plc. In addition the Group has related party relationships with its Executive and non-
executive Directors, with its subsidiaries and, in the year ended 31 March 2012, associates and jointly controlled entities (notes 12, 13 and 14 respectively). 

Transactions with Executive and non-executive Directors 

The interests of the Executive and non-executive Directors in the share capital of the Company, plus full details of the individual Director’s emoluments, bonuses deferred in 
shares, share options and pension entitlements are given in the Directors’ remuneration report on pages 29 to 36. 

The total of short-term employee remuneration and benefits receivable by the Directors is set out in note 4. 

Other related party transactions 

Associates 
During the year ended 31 March 2012 (up to the effective dates of disposal) associates purchased services from the Group for £0.1m and sold services to the Group for £5.2m.  

Jointly controlled entities 
During the year ended 31 March 2012 (up to the effective dates of disposal) jointly controlled entities purchased services from the Group for £2.4m and sold services to the Group 
for £3.1m.  

At 31 March 2012, the outstanding balance between the remaining jointly controlled entity and the Group was £0.3m. All transactions with the jointly controlled entities were 
made on commercial terms.  

29. Accounting estimates and judgements 

Management discusses with the Audit Committee the development, selection and disclosure of the Group’s critical accounting policies and estimates and the application of 
these policies and estimates. 

The areas where policy and estimate selection is most critical for the Group are concerned with the accounting for pensions, the determination of provisions, and the testing of 
goodwill and acquired intangibles for impairment. Information about the assumptions and risk factors relating to these issues are given in notes 25, 21 and 10 respectively. 

 
 
Wincanton plc Annual Report and Accounts 2013
Accounts

Wincanton plc Company balance sheet  
At 31 March 2013 

Fixed assets 

Investments 

Current assets 

Debtors 

Cash at bank and in hand 

Creditors: amounts falling due within one year 
Net current assets 

Total assets less current liabilities 

Creditors: amounts falling due after more than one year 
Net assets 

Capital and reserves 

Called up share capital 

Share premium account 

Hedging reserve 

Profit and loss account 
Equity shareholders’ funds 

The financial statements were approved by the Board of Directors on 12 June 2013 and were signed on its behalf by: 

E Born 
Chief Executive 

A Colman 
Group Finance Director 

Company Registration Number: 4178808 

Note 

2 

3 

4 

5 

6 

6 

6 

6 

7 

2013
£m

108.1

108.1

66.7

68.2

134.9

(33.4)

101.5

209.6

(196.4)

13.2

12.2

12.8

(3.6)

(8.2)

13.2

2012
£m

107.5

107.5

69.8

130.8

200.6

(69.2)

131.4

238.9

(216.8)

22.1

12.2

12.8

(4.1)

1.2

22.1

75

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76

Wincanton plc Annual Report and Accounts 2013
Accounts

Notes to the Wincanton plc 
Company financial statements 

1. Accounting policies 

The following accounting policies have been applied consistently in dealing with items which are considered material in relation to the Company’s financial statements. 

Basis of preparation 

The financial statements have been prepared in accordance with applicable accounting standards (UK Generally Accepted Accounting Practice).  

Under Section 408(4) of the Companies Act 2006 the Company is exempt from the requirement to present its own profit and loss account. 

Advantage has been taken of FRS 29 Financial Instruments: Disclosures available to parent companies not to present financial instrument disclosures as the Group financial 
statements contain disclosures that comply with the standard. 

The Company participates in a Group defined contribution scheme. Obligations for contributions to defined contribution pension schemes are recognised as an expense in the 
income statement as incurred. 

Investments 

Investments in subsidiaries are stated at cost and reviewed for impairment if there are indications that the carrying values may not be recoverable. 

Foreign currencies 

Transactions in foreign currencies are translated at the rate of exchange ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at 
the balance sheet date are translated to sterling at the foreign exchange rate ruling at that date. Foreign exchange differences arising on such translation are recognised in the 
profit and loss account. 

Taxation 

The charge for taxation is based on the profit for the year and takes into account deferred taxation. Deferred taxation is recognised, without discounting, in respect of all timing 
differences between the treatment of certain items for taxation and for accounting purposes that have occurred but not reversed by the balance sheet date, except as otherwise 
required by FRS 19 Deferred Tax. 

Derivative financial instruments and hedge accounting 

The Company uses derivative financial instruments to hedge its exposure to foreign exchange and interest rate risks arising from operational, financing and investment activities. 
In accordance with its treasury policy, the Company does not hold or issue derivative financial instruments for trading purposes. However, derivatives that do not qualify for 
hedge accounting are accounted for as trading instruments.  

Derivative financial instruments which are accounted for as trading instruments are recognised initially and subsequently stated at fair value. The gain or loss on remeasurement 
to fair value is recognised immediately in the profit and loss account. However, where derivatives qualify for hedge accounting, recognition of any resultant gain or loss depends 
on the nature of the item being hedged (see below). 

The fair value of interest rate swaps are determined by discounting the future cash flows at rates determined by year end yield curves. The fair value of forward exchange 
contracts is their quoted market price at the balance sheet date, being the present value of the quoted forward price. 

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 profit and loss account. 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 also recognised immediately in the 
profit and loss account (even if those gains would normally be recognised directly in reserves). Hedge accounting is discontinued when the Company revokes the hedging 
relationship, the hedge instrument expires or is sold, terminated, exercised or no longer qualifies for hedge accounting. The adjustment to the carrying amount of the hedged 
item arising from the hedged risk is amortised to profit or loss from that date. 

Cash flow hedges 
Where a derivative financial instrument is designated as a hedge of the variability in cash flows of a highly probable forecast transaction, the effective part of any gain or loss on 
the derivative financial instrument is recognised directly in equity within hedging reserves. The ineffective part of any gain or loss is recognised immediately within underlying 
operating profit, or within net financing costs in the case of interest rate swaps designated as cash flow hedges. When the forecast transaction that was being hedged is realised 
and affects profit or loss, the cumulative gain or loss on the derivative financial instrument is removed from equity and recognised in the income statement in the same period. 
When the forecast transaction subsequently results in the recognition of a non-financial asset or non-financial liability, the associated cumulative gain or loss is removed from 
equity and included in the initial cost or other carrying amount of the non-financial asset or non-financial liability. 

When a hedging instrument expires or is sold, terminated or exercised, or the entity revokes designation of the hedge relationship but the hedged forecast transaction is still 
expected to occur, the cumulative gain or loss at that point remains in equity and is recognised in accordance with the above policy when the transaction takes place. If the 
hedged transaction is no longer expected to take place, the cumulative gain or loss is removed from equity and recognised immediately in the income statement. 

Hedge of monetary assets and liabilities 
Where a derivative financial instrument is used to economically hedge the foreign exchange exposure of a recognised monetary asset or liability, no hedge accounting is applied 
and any gain or loss on the hedging instrument is recognised in the profit and loss account. 

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 with any difference between cost and redemption value being recognised in the profit and loss account over the period of the borrowings on an effective interest 
basis. Interest-bearing borrowings which are designated hedged items in a fair value hedge arrangement are carried at fair value (see policy above). 

 
Wincanton plc Annual Report and Accounts 2013
Accounts

1. Accounting policies (continued) 

Shares held by Employee Benefit Trust 

Shares in the Company held by the Wincanton plc Employee Benefit Trust are shown as a deduction from shareholders’ equity at cost in accordance with UITF Abstract 38 
Accounting for ESOP Trusts. 

Share-based payments 

Where a parent Company grants rights to its instruments to employees of a subsidiary, and such share-based compensation is accounted for as equity-settled in the consolidated 
financial statements of the Group, the subsidiary is required to record an expense for such compensation in accordance with FRS 20 Share-based Payments, with a corresponding 
increase recognised in equity as a contribution from the parent. Consequently, in these financial statements, the Company recognises additions to fixed asset investments with 
a credit to equity for the same amount. 

2. Fixed asset investments 

Shares in Group undertakings 

Cost 

At beginning of year 

Disposals 

Additions – share-based payments  

At end of year 

A list of the significant subsidiaries of Wincanton plc is given in note 12 to the Group financial statements.  

3. Debtors 

Amounts owed by Group undertakings 

Group tax relief receivable 

Prepayments and accrued income 

All debtors are due within one year, except for prepayments of £0.5m (2012: £1.9m) and amounts owed by Group undertakings. 

4. Creditors: amounts falling due within one year 

Bank loans and overdrafts 

Other financial liabilities 

Accruals and deferred income 

5. Creditors: amounts falling due after more than one year 

Bank loans and overdrafts 

Other financial liabilities 

2013
£m

107.5

–

0.6

108.1

2013
£m

58.5

5.8

2.4

66.7

2013
£m

23.1

1.7

8.6

33.4

2013
£m

194.4

2.0

196.4

2012
£m

117.2

(10.0)

0.3

107.5

2012
£m

61.4

2.8

5.6

69.8

2012
£m

55.6

1.5

12.1

69.2

2012
£m

213.8

3.0

216.8

77

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78

Wincanton plc Annual Report and Accounts 2013
Accounts

Notes to the Wincanton plc 
Company financial statements 

6. Capital and reserves 

Reconciliation of movement in capital and reserves 

Balance at 1 April 2011 

Total recognised losses 

Own shares disposed of on exercise of options 

Equity granted to employees of the Company and 
subsidiaries 

Balance at 31 March 2012 

Balance at 1 April 2012 

Total recognised losses 

Own shares disposed of on exercise of options 

Share 
capital
£m

12.2

–

–

–

12.2

12.2

–

–

Share 
premium
£m

12.8

–

–

–

12.8

12.8

–

–

Balance at 31 March 2013 

12.2

12.8

Hedging
reserve
£m

(1.4)

(2.7)

–

–

(4.1)

(4.1)

0.5

–

(3.6)

Reserve for 
own shares
£m

(18.7)

–

2.1

–

(16.6)

(16.6)

–

1.3

(15.3)

Profit and loss account

FRS 20 
 reserve 
£m 

Retained 
earnings
£m

3.2 

– 

– 

0.3 

3.5 

3.5 

– 

– 

3.5 

67.6

(51.2)

(2.1)

–

14.3

14.3

(9.4)

(1.3)

3.6

Total
equity
£m

75.7

(53.9)

–

0.3

22.1

22.1

(8.9)

–

13.2

During the year ended 31 March 2002, the Company established a Capital Redemption Reserve of £49,998 on redemption of redeemable preference shares. The FRS 20 reserve 
comprises the charge made to the profit and loss account in respect of share-based payments under the Company’s share option schemes. 

Details of the Company’s own shares, held within an Employee Benefit Trust, are given in note 22 to the Group financial statements. 

Allotted, called up and fully paid 

In issue at 1 April and 31 March  

Ordinary shares

2013
millions

121.7

2012
millions

121.7

At 31 March 2013 the authorised share capital comprised 159,999,980 (2012: 159,999,980) ordinary shares of 10p each. 

As permitted by Section 408 (4) of the Companies Act 2006, the Company has not presented its own profit and loss account. The Directors’ remuneration as disclosed in note 4 
to the Group financial statements is borne by Wincanton plc. The Directors are the only employees of the Company. The Company has taken the exemption not to disclose 
non-audit fees incurred as these are included in note 3 to the Group financial statements.  

7. Reconciliation of movement in shareholders’ funds 

Retained loss for the financial year 

Other recognised gains and losses relating to the year 

Equity granted to employees of the Company and subsidiaries 

Net decrease in shareholders’ funds 

Opening shareholders’ funds 

Closing shareholders’ funds 

2013
£m

(9.4)

0.5

–

(8.9)

22.1

13.2

2012
£m

(51.2)

(2.7)

0.3

(53.6)

75.7

22.1

 
 
 
 
 
 
 
 
Wincanton plc Annual Report and Accounts 2013
Accounts

Additional information 
Group five year record 

As reported under Adopted IFRS 

Revenue 

Underlying operating profit2 

Net financing costs  
Underlying profit before tax2 
Profit/(loss) before tax 
Underlying profit after tax for the year2 
Underlying earnings per share2, 3 
Dividend per share  
Dividend cover4 
Interest cover4 
Net debt 

2013
£m

1,086.8

46.5

(14.4)

32.1

24.8

23.6

20.4p

–

n/a

3.2x

(107.6)

2012
£m

1,202.8

43.8

(15.0)

28.8

(47.4)

19.4

16.9p

–

n/a

2.9x

(114.5)

2011
restated¹
£m

1,328.3

46.7

(16.7)

30.0

3.6

22.4

19.6p

–

n/a

2.8x

(160.4)

2011 
£m 

2,180.4 

53.0 

(18.6) 

34.4 

(25.9) 

24.2 

21.2p 

4.83p 

4.39x 

2.8x 

(151.8) 

2010
£m

2,182.9

54.6

(19.9)

34.7

3.0

24.0

20.9p

14.91p

1.40x

2.7x

(151.9)

2009
£m

2,361.3

59.6

(18.3)

41.3

20.0

28.7

24.7p

14.91p

1.66x

3.3x

(176.4)

1  Amounts reported since 2011 (restated) relate to the continuing operations in UK and Ireland only. Amounts for years 2009 to 2011 include the results and balances relating to Mainland Europe which 

were disclosed as discontinued operations in 2012 and are therefore not included in the 2011 (restated) figures onwards. 

2  Operating profit, and hence profit before and after tax is reported on an underlying basis, i.e. including share of results of associates but before amortisation of acquired intangibles, any impairment of 

goodwill and acquired intangibles and, where applicable, exceptionals. Underlying earnings per share is calculated on the same basis. 

3  Underlying profit after tax and underlying earnings per share for 2012 have been restated to exclude the results of Culina Logistics Limited which was sold in March 2012. 

4  Dividend cover is based on the underlying earnings per share as defined above and the dividend per share above. Interest cover is calculated using operating profit as defined above. 

Financial calendar 

Annual General Meeting 

To be held on 26 July 2013 at the offices of Buchanan Communications, 107 Cheapside, London EC2V 6DN at 11.30am 

Half year results 

Full year results  

Annual report 

Interim announcement November 2013 

Preliminary announcement June 2014 

Posted to shareholders at the end of June 2014 

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80

Wincanton plc Annual Report and Accounts 2013
Accounts

Shareholder information 

Annual report 

Copies can be obtained from the Company’s address below. 

Share registrar  

The Company’s Registrar is Computershare. If you have any questions about your 
holding or wish to notify any change in your details, please contact the Registrar at: 
Computershare Investor Services plc, The Pavilions, Bridgwater Road, Bristol BS99 6ZZ. 
Telephone: 0870 707 1788. Whenever you contact the Registrar, please quote the full 
names in which your shares are held. Please advise the Registrar promptly of any 
change of address. 

Dividend mandates 

The Company encourages its shareholders to have future dividends paid directly 
into their bank or building society account. To set this up for the shares you hold, 
you should contact the Registrar for a dividend mandate form. 

Share dealing service 

Wincanton shares may be dealt through the Company’s brokers. If you would like 
further information, you may contact the brokers at: Postal Dealing Service, JPMorgan 
Cazenove Limited, 20 Moorgate, London EC2R 6DA. Telephone: 020 7588 2828. 
Alternatively please contact your bank, building society or stockbroker who will 
be able to assist you in selling your shares. 

Share price quotation 

The Company’s share price is quoted via the Wincanton website, where it is regularly 
updated through the day. 

Shareholders’ enquiries 

If you have an enquiry about the Company’s business or about something affecting 
you as a shareholder (other than queries regarding shareholdings which are dealt with 
by Computershare) you are invited to contact the Company at the address below. 

Unsolicited mail 

The Company is obliged to make its Register available to other organisations. 
Shareholders wishing to limit the amount of unsolicited mail they may receive 
as a result should contact the Mailing Preference Service at DMA House, 
70 Margaret Street, London W1W 8SS, or online at www.mpsonline.org.uk  

Unsolicited investment advice 

Shareholders are advised to be wary of unsolicited mail or telephone calls offering 
free advice, to buy shares at a discount or offering free company reports. 

If you receive any unsolicited investment advice: 

(cid:2)(cid:3) Make sure you get the correct name of the person and organisation. 

(cid:2)(cid:3) Check that they are properly authorised by the FCA before getting involved by 

visiting www.fca.org.uk/firms/systems-reporting/register and contacting the firm 
using the details on the register. 

ShareGift 

If you hold only a few shares and feel that it would be uneconomical or simply not 
worthwhile to sell them, you could consider donating your shares to charity through 
ShareGift (registered charity 1052686). Donated shares are aggregated and sold by 
ShareGift, the proceeds being passed on to a wide range of UK charities. To find out 
more visit www.sharegift.org or call 020 7930 3737. Alternatively contact the 
Company’s Registrar who can help arrange the transfer of your shares. 

Wincanton plc website 

The Wincanton website at www.wincanton.co.uk provides news and information 
about the services offered by Wincanton as well as useful information for investors. 

Forward-looking statements 

These Annual Results, our Annual Report and Wincanton’s websites may contain 
certain ‘forward-looking statements’ with respect to Wincanton plc and the Group’s 
financial condition, results of operations and business, and certain of Wincanton plc 
and the Group’s plans, objectives, goals and expectations with respect to these items. 

Forward-looking statements are sometimes, but not always, identified by their use 
of a date in the future or such words as ‘anticipates’, ‘aims’, ‘due’, ‘could’, ‘may’, ‘should’, 
‘expects’, ‘believes’, ‘intends’, ‘plans’, ‘targets’, ‘goal’ or ‘estimates’. By their very nature 
forward-looking statements are inherently unpredictable, speculative and involve risk 
and uncertainty because they relate to events and depend on circumstances that will 
occur in the future. Many of these assumptions, risks and uncertainties relate to factors 
that are beyond the Group’s ability to control or estimate precisely. There are a number 
of such factors that could cause actual results and developments to differ materially 
from those expressed or implied by these forward-looking statements. These factors 
include, but are not limited to, changes in the economies and markets in which the 
Group operates; changes in the legal, regulatory and competition frameworks in 
which the Group operates; changes in the markets from which the Group raises 
finance; the impact of legal or other proceedings against or which affect the Group; 
changes in accounting practices and interpretation of accounting standards under 
IFRS, and changes in interest and exchange rates. 

Any written or verbal forward-looking statements, made in these Annual Results, our 
Annual Report, or Wincanton’s website or made subsequently, which are attributable 
to Wincanton plc or any other member of the Group or persons acting on their behalf 
are expressly qualified in their entirety by the factors referred to above. Each forward-
looking statement speaks only as of the date of these Annual Results, our Annual 
Report, or on the date the forward-looking statement is made. Wincanton plc does 
not intend to update any forward-looking statements. 

Secretary and registered office 

S Williams  
Wincanton plc  
Methuen Park 
Chippenham 
Wiltshire 
SN14 0WT 

(cid:2)(cid:3) Report the matter to the FCA either by calling 0800 111 6768 or visiting 

www.fca.org.uk/consumers 

Tel +44 (0)1249 71 00 00 

Registered in England & Wales under No. 4178808 

(cid:2)(cid:3) Report suspected fraud and internet crime to the police through Action Fraud, 
which you can contact on 0300 123 2040 or visiting www.actionfraud.police.uk 

(cid:2)(cid:3) If the calls persist, hang up. 

(cid:2)(cid:3) Inform Computershare’s Compliance Department. 

If you deal with an unauthorised firm, you will not be eligible to receive payments 
under the Financial Services Compensation Scheme.  

More detailed information on this or similar activity can be found on the FCA website 
www.fca.org.uk/consumers/scams 

 
Design and production
Radley Yeldar www.ry.com

Printing
CPI Colour

This report is printed on material, which is made from a mixture 
of recycled and virgin fibres, sourced from well managed forests 
according to the rules of the Forest Stewardship Council.

www.wincanton.co.uk

Wincanton plc
Methuen Park 
Chippenham
Wiltshire SN14 0WT
United Kingdom
Registered in England &
Wales under No. 4178808

Tel +44 (0)1249 71 00 00
Fax +44 (0)1249 71 00 01