Wincanton Annual Report 2023

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FY2023 Annual Report · Wincanton

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At the heart
of British
supply chains

Wincanton plc
Annual Report and Accounts 2023

Strategic report

Financial highlights

Revenue

£1,462.0m

2022: £1,421.4m

Underlying EBITDA1

£121.9m

2022: £108.3m

Underlying profit before tax1

£62.1m

2022: £58.1m

Underlying earnings per share1

42.5p

2022: 40.8p

Dividend per share

13.2p

2022: 12.0p

Net cash1

£13.2m

2022: £3.7m

Profit before tax

£38.2m

2022: £54.8m

Earnings per share

26.9p

2022: 38.6p

1 Alternative performance measures (APMs) - see page 56 and Notes 3, 9 and 28 to the consolidated financial statements for further information on these

underlying measures including definitions and a reconciliation of APMs to statutory measures.

Introduction from the Chair

Governance
66
67 Summary of compliance
70 Board of Directors
Executive Management Team
72
73 Corporate governance report
79 Nomination Committee report
84 Audit Committee report
90 Directors’ remuneration report
104 Directors’ Remuneration Policy
111 Directors’ report
113
114 Independent auditor’s report

Statement of Directors’ responsibilities

Contents

Investment case
Strategy
Strategy in action
Transport focus

Strategic report
02 At a glance
04 Strategic roadmap
05
06
08
16
18 Chair’s statement
20 Chief Executive Officer’s review
Innovation
24
26 Market review
28 Business model
30 Environmental, Social and Governance
Task Force on Climate-related
43
Financial Disclosures (TCFD)
Stakeholder engagement
44
Section 172 statement
46
47 Employee engagement
48 Key Performance Indicators
50 Chief Financial Officer’s review
58 Risk report

Wincanton plc
Annual report and accounts 2023

Financial statements
122
123

Consolidated income statement
Consolidated statement
of comprehensive income
Consolidated balance sheet
Consolidated statement
of changes in equity
Consolidated statement
of cash flows
Notes to the consolidated financial
statements
Wincanton plc Company balance sheet
Wincanton plc Company statement of
changes in equity
Notes to the Wincanton plc
Company financial statements
Group five year record
Shareholder information
Board of Directors and advisers

124
125

126

127

160
161

162

164
165
168

Strategic report

Wincanton is at the heart of British supply chains
and we are innovating for the future.

Our agile and innovative solutions, together with
our collaborative and sustainable approach, make
us a trusted partner who is relied on to deliver.

Discover how Wincanton is setting new standards
in supply chains as we innovate for the future.

Agile p8
Innovative p10
Collaborative p12
Sustainable p14

Wincanton plc
Annual Report and Accounts 2023

Strategic reportAt a glance

Wincanton is a leading supply chain partner for
British business, providing supply chain solutions
up and down the nation with colleagues working
across 160 sites.

What we do

– End-to-end fulfilment

services

– Bespoke personalisation

– Premium two-person

home delivery

– Customer Fulfilment
Centres and grocery
‘dark stores’

– Carrier management

– Returns management

– Storage handling
and distribution

– Transport and warehouse

asset management

– Inspection and control

p
l
y

tio

I n
u

y
g

p l y c h ain technolo
t r alo gistics an

– Inbound logistics for

manufacturing

– Transport Control Tower
design and operation

– Extended materials
management and
consolidation

– Turnkey automation

and robotics

– Future network design

and optimisation

– Data insights and

analytics

– Integration technology

Read more about our business model on p28

£1.5bn

revenue

160

sites

16.4m sq ft

warehousing space

20,3001

colleagues

5,000

drivers

7,400

vehicles for which Wincanton
are responsible

1 Excludes pending employees and contingent workers previously included in total colleague numbers.

Wincanton plc
Annual Report and Accounts 2023

Our key sectors

eFulfilment
eCommerce-focused sector providing
agile, scalable and bespoke supply
chain solutions, including high-volume
eFulfilment, Customer Fulfilment Centres
(CFC) and premium two-person home
delivery for leading and fast-growing
online and omnichannel brands in the UK.

Revenue

£254.1m

eFulfilment1

17+

17.4%

General Merchandise
Multichannel retail-focused sector
providing essential supply chain
solutions and logistics services to the
UK’s leading retailers, manufacturers
and vendors.

Revenue

£410.2m

General
Merchandise1

28+

28.0%

wincanton.co.uk/what-we-do/eFulfilment/

wincanton.co.uk/what-we-do/general-merchandise/

Grocery & Consumer
Food and drink-focused sector
providing critical supply chain
solutions and logistics services to
the UK’s leading consumer goods
companies and grocery retailers.

Revenue

£512.5m

Grocery
& Consumer1

35+

35.1%

Public & Industrial
Supply chain sector-specific solutions
to a diverse customer base including
infrastructure, defence, energy,
healthcare, building materials and the
public sector.

Revenue

£285.2m

Public
& Industrial1

20+

19.5%

wincanton.co.uk/what-we-do/grocery-and-consumer/

wincanton.co.uk/what-we-do/public-and-industrial/

1 Percentage of Group revenue.

Wincanton plc
Annual Report and Accounts 2023

Strategic report72
+
J
80
+
J
65
+
J
83
+
J
Strategic roadmap

Our purpose
Great people delivering sustainable supply chain value.

Read more on p36

coverage.

Link to KPI – Employee engagement

score; diversity and inclusion

– Supported our colleagues through a wellbeing programme, as well as further

embedding our diversity and inclusion strategy by becoming a Disability

Confident Employer and gaining Silver Armed Forces Covenant status.

– Launched our new Learning Management System, MyLearning, as well as

a new manager induction programme, onboarding process and refreshed

Essential Management training for front line managers.

– Expanded the intranet to all employees
across the business, including drivers
and warehouse colleagues.

– Review of our core values with an

inclusive process across the business.

– Oracle Cloud: phase two of our

implementation completed ensuring our
colleagues are personally empowered
to manage their own data, making
Wincanton a better place to work.

40%

of our Executive Management
Team is female1

– Further develop our ‘People Promise’ by continuing
to deliver on our diversity and inclusion strategy,
communication channels and wellbeing initiatives with our
colleagues.

– Continue to develop key skills for the future across digital

supply chains which add value to our customers.

– Development of Behavioural Framework following the

creation and launch of our new values.

– Continued enhancement of our proposition through

Oracle with development of further capabilities, such
as performance review.

385

Number of apprentices

1 Excluding the CEO and CFO.

Wincanton plc
Annual Report and Accounts 2023

Strategic reportStrategy in action

Agile

Innovating for the future

Wincanton People Campus is an
innovative solution to the recruitment
and resourcing challenges faced in
supply chain and logistics.

Wincanton plc
Annual Report and Accounts 2023

People Campus
is driving
improved
representation
in the sector.
The Wincanton
People Campus
teams are 41%
female, compared
to the UK
transport and
storage sector
average of
22.7%.

This year we launched Wincanton
People Campus, a groundbreaking
solution which allows our customers
to benefit from flexible, skilled,
and engaged colleagues in specific
geographical areas.

Our first People Campus went live in
Doncaster in April 2022, providing our
customers access to over 150 skilled,
permanent, part-time colleagues
across four geographically close
warehousing locations. These sites have
complementary peaks, providing natural
synergies which ensure productivity
increases in line with demand.

The Wincanton People Campus
management team works collaboratively
with the site planning teams to ensure
colleagues are deployed against peaks
in their forecasts. Our customers in the
Doncaster area have benefited from
utilising flexible, skilled and engaged
Wincanton colleagues for over 80,000
hours to date.

Our second People Campus went live in
Northampton in October 2022, providing
customers across six sites with access to
over 50 skilled Wincanton colleagues.
In 2023, the team in Northampton will
grow to over 300 colleagues, servicing
11 sites within the local area.

The use of exclusively part-time and
flexible colleagues from Wincanton People
Campus has maximised engagement
with local labour markets. By providing
colleagues with permanent, flexible,
part-time contracts that work around their
available hours, Wincanton is reaching
people who cannot work full time.

By providing a more secure, inclusive
and rewarding workplace, we have also
created a more productive and committed
workforce. We are investing in the skills
of our People Campus colleagues too.
Over 25% of the team have already been
upskilled to operate the latest materials
handling equipment technologies.

Did you know?
41% of the People Campus
teams are female

Wincanton plc
Annual Report and Accounts 2023

Strategic reportStrategy in action continued

Innovative

Innovating for the future

Wincanton’s shared user robotics
solution has accelerated our eCommerce
customers’ ability to respond rapidly
to consumer demand.

Wincanton plc
Annual Report and Accounts 2023

Innovative

Operating from Wincanton’s Cygnia
distribution centre in Northampton,
home to some of the UK’s leading mid-
market, growth-oriented eCommerce
brands, our shared user robotics
solution is transforming eFulfilment
for our customers.

Our investment in collaborative
robotic technology means we have
greater flexibility in our operations
for customers, enabling us to better
manage the fluctuating product
volumes associated with high volume
eFulfilment work.

Comprising 48 AMRs, 283 racks and
12,000 inventory locations all fully
integrated with our warehouse
management system, this smart,
safe and flexible goods-to-person
picking solution has lowered
labour intensity and improved
peak productivity by 237%.

Complementary customers, including
well known and fast-growing brands
in UK mid-market eCommerce, have all
benefited from high volume throughput
in the shared user solution, which can
handle up to 70,000 units per day.

Promotional events such as Black
Friday and Cyber Monday are vital for
our eCommerce customers, but these
events create micro-peaks where
order output is increased substantially
over short time frames. Our robotics
solution ensures eCommerce brands
can promote and market with the
confidence that orders will be fulfilled
on-time and in full.

By increasing the agility, resilience and
efficiency of our eCommerce customers’
supply chains, they can focus their
investments on product development
and maximising sales opportunities.

Our flexible
robotics solution
provides
productivity
on-demand. In
the run-up to
Christmas 2022,
we quickly
migrated stock
into the solution
for one customer
to ensure a
micro-peak was
successfully
fulfilled.

Did you know?
Our robots are named
by our colleagues

Wincanton plc
Annual Report and Accounts 2023

Strategic reportStrategy in action continued

Collaborative

Innovating for the future

Wincanton, Logistex and B&Q worked in close
collaboration to transform productivity and
build a platform for growth at one of the UK’s
largest semi-automated warehouses.

Wincanton plc
Annual Report and Accounts 2023

Collaborative

Our deep understanding of managing
automated warehousing on a large
scale has played a major role in
the implementation of additional
automation capacity at B&Q’s 950,000
sq ft national distribution centre (NDC)
in Worksop, Nottinghamshire. The NDC
is managed by Wincanton on behalf of
B&Q and Wincanton is responsible for
over 600 colleagues on site.

This transformational project saw
Wincanton, Logistex and B&Q work
collaboratively to replace the previous,
labour-intensive, warehousing
infrastructure with substantial
automation and robotics infrastructure
designed to increase operational
performance and productivity.

Wincanton was key to the successful
delivery of the project and our project
framework and methodology meant
decisions were made quickly. Our goal
was to make the customer genuinely
feel that it was working with partners
which care about their business and
understand what they were trying to do.

Our capability to implement automation
projects in a live environment
was critical to ensuring this major
undertaking had no impact on B&Q’s
day to day operations. We led a phased
implementation on site, ensuring the
highest levels of health and safety for
colleagues and contractors at every
stage. This has been recognised with the
Wincanton team at Worksop achieving
ten consecutive RoSPA Gold Awards.

The transformation of inbound goods
processes at B&Q’s Worksop NDC has
seen throughput capacity increase by
24% from 1.7 million cases to 2.1 million
cases per week. Furthermore, a 99.7%
pick accuracy has been maintained,
even as the number of SKUs handled
increased by 33%.

Introducing further automation
has reduced the number of material
handling equipment (MHE) moves for
pallets supporting the small item pick
area and facilitated the redeployment
of 2,000 labour hours a week.

Productivity at
B&Q’s Worksop
NDC, measured
as the number of
cases processed
per hour, has
increased by
28.2% following
the successful
execution of
the project.

Did you know?
Productivity at B&Q
Worksop has increased
by 28.2%

Wincanton plc
Annual Report and Accounts 2023

Strategic reportStrategy in action continued

Sustainable

Innovating for the future

Wincanton is investing in electric vehicle
technology for IKEA, as we grow and evolve
our partnership for a more sustainable future.

Wincanton plc
Annual Report and Accounts 2023

Wincanton continues to invest in
transformative technology for
our customers and support their
progress in achieving their strategic
sustainability goals.

We are making a multi-million
pound investment in electric vehicle
technology to provide home delivery
services for IKEA. The investment totals
30 electric home delivery vehicles,
comprising ten 16-tonne trucks and
20 vans, and supports IKEA’s goal of
reaching 100% zero emissions for last
mile deliveries by 2025.

This investment is expected to save
1,000 tonnes of carbon emissions each
year, across some 10,000 journeys
per annum. These vehicles will carry
deliveries to customers’ homes across
Greater London and the Southeast
of England, as we continue to make a
significant contribution towards IKEA’s
journey to sustainable fulfilment.

The adoption of these electric vehicles
marks an important step in our growing
and evolving partnership with IKEA.

IKEA UK has opened a 452,000 sq ft
distribution centre in Dartford, Kent,
operated by Wincanton. The launch
marks the latest milestone in its
ongoing London expansion, as IKEA
seeks to enhance accessibility and
convenience for UK customers.

The new distribution centre is
conveniently placed on the border of
London to deliver almost one million
orders annually, with many reaching
customers within 24 hours of an order
being placed. Today, almost every
second IKEA purchase in London
takes place online and Wincanton is
supporting ambitious plans to make
shopping at IKEA in London more
convenient and sustainable than
ever before.

Our investment in alternative fuel
technology also forms part of the Group’s
wider commitment to reach net-zero
emissions across the business by 2040. In
2021, we became the first premium home
delivery service in the UK to offer a carbon
neutral solution to our customers.

Wincanton has
worked in
partnership with
IKEA since 2017
and recently
opened a new
DC in Dartford.
Our investment
in electric
vehicles
accelerates
IKEA’s ambition
for zero-
emissions
vehicles on the
road in London.

Did you know?
1,000 tonnes of carbon
emissions will be
saved each year

Wincanton plc
Annual Report and Accounts 2023

Strategic reportTransport focus

A trusted transport partner

Wincanton continued to build on its strength in transport,
where it is a trusted and innovative partner of British business.

Core to our offering is our expertise in managing dedicated
transport networks, where our customers benefit from our
unrivalled delivery expertise, operational excellence, and our
industry-leading technologies.

The open book commercial frameworks are operated at significant
scale and provide a clear roadmap for continuous operational
improvement.

This expertise is valued by customers including Screwfix and
Primark and has led to key wins this year, including New Look,
and a significant contract expansion with Sainsbury’s.

We have also continued to invest in transport technology and our
Transport Control Tower platform provides greater end-to-end
visibility and reduces complexity for our customers. This asset
agnostic system transforms subcontractor management and
strengthens Wincanton’s capabilities as the 4PL of choice.

We believe there are synergistic opportunities that exist between these
two models which support our increasing scale in open-book fleets.

Primark
Wincanton executed a seamless transition for Primark this
year, delivering an agile, innovative, and efficient transport
service to stores across the UK. In our first year of operations,
we conducted over 50,000 deliveries ensuring Primark
customers continued to experience high availability of
products in-store.

Primark chose Wincanton to be its official transport services
partner in the UK because our size and expertise matched the
growing demand of its business and customers.

Wincanton now manages a transport fleet of over 200
assets, incorporating natural gas-powered trucks and high
capacity longer semi-trailers as we continue to improve the
sustainability and efficiency of the supply chain for Primark.

As we build on our success, we will continue to embed
our innovative Transport Control Tower across Primark’s
operations, improving accuracy and real-time visibility.

Wincanton plc
Annual Report and Accounts 2023

Sainsbury’s
Building on our 25-year relationship,
Sainsbury’s has selected Wincanton as
its lead partner for transport services.
Sainsbury’s is to benefit from a
simpler and stronger transport service
which will provide better availability
for its customers and will drive
innovation and best practice across
operations.

Wincanton and Sainsbury’s will
also work collaboratively to bring
advanced technology to the
operations, alongside upgrading the
fleet. This investment will support
delivery of Sainsbury’s carbon
reduction targets by 2035.

Screwfix
Wincanton is a trusted supply chain
partner to Screwfix, providing
transportation and warehousing
services since 2006. The partnership
has consistently excelled to support
Screwfix’s continued sales growth.

Wincanton serves the Screwfix Trade
Counter (TC) network across the UK
and Ireland. During the partnership,
Screwfix has opened, on average,
50 new TCs annually since 2006 and
in 2022, it was 82 new locations.

Careful, cross-functional planning of
store fill was critical to our success,
and the team remained agile and
flexible to adjust to the requirements
of the customer.

New Look
Wincanton has been selected to
manage all national transport
operations for New Look, one of
the UK’s leading value-fashion
omnichannel retailers, for the next
three years.

Operations will commence in July
2023 and will see Wincanton provide
vital, national transport services from
the retailer’s national distribution
centre to replenish stock at New
Look’s 400 stores across the UK and
Ireland, as well as deliveries for click-
and-collect services.

Wincanton was chosen by New Look
for its partnership approach, offering
an efficient operating model and clear
roadmap for continuous operational
improvement and technology
implementation across the next
three years.

Transport Control Tower
Transport Control Tower is Wincanton’s
collaborative 4PL transport management
solution. Our state of the art digital
platform creates automated and
optimised transport plans for our
customers’ transport operations. This
increases supply chain resilience, optimises

costs and supports the reduction of
transport related CO2 emissions.
The asset agnostic platform
brings together the management
of subcontracted transport partners, our
customers’ fleet assets and Wincanton’s

own vehicles in one place to provide
end-to-end management of all transport
activity for our customers. This total view
provides data and insight for continuous
improvement and ensures a better
understanding of our customers’ needs.

Wincanton plc
Annual Report and Accounts 2023

Strategic reportChair’s statement

Increased pace of strategic delivery positions
Wincanton for future growth

Good progress was
made in implementing
our strategy, particularly
in automation
and robotics.

Sir Martin Read CBE
Chair

Introduction
Despite an increasingly challenging trading environment, Wincanton
delivered its highest ever underlying profit before tax and its highest
revenue for the last ten years in the year ended 31 March 2023.
Underlying profit increased by 6.9% and revenue grew by 2.9% year
on year. Good progress was made in implementing our strategy,
particularly in automation and robotics.

The unexpected loss of a Government contract, on top of the
continuing strong headwinds of high inflation, depressed demand
and falling volumes across all consumer markets, has meant that
we have had to reduce expectations for 2024. Notwithstanding this
disappointment, we are confident that the repositioning of the
business which has been taking place over the last few years will
generate a robust recovery in 2025 and beyond. Our balance sheet
remains strong and the funding position of our pension fund is much
improved.

Review of the year
For the year ending March 2023, Wincanton delivered underlying
pre-tax profit of £62.1m (FY22 £58.1m) and revenue of £1,462.0m
(FY22 £1,421.4m).

We saw modest growth in the year in General Merchandise and
a slight reduction in Grocery & Consumer. However, recent new
contract wins are encouraging. We have expanded our 25-year
relationship with Sainsbury’s for the provision of national transport
services and London convenience centres. New Look selected
Wincanton as its partner for UK-wide transport, including click and
collect services, and Co-op, Halfords and Husqvarna all renewed
long-standing relationships during the year.

Although our revenue growth in eFulfilment was substantial, it was
not as high as we had hoped, reflecting depressed demand for our
customers as consumers tightened their belts. However, we remain
confident about the longer-term trends and the investments we
have made in this market. We have recently extended our services
and won new business from IKEA, Wickes and Waitrose.

Despite our disappointment at the loss of our HM Revenue &
Customs contract, we continued to grow our revenue in Public
& Industrial. Our contract with the DHSC supporting warehouse
and kitting services was extended and our business with BAE
Systems, Alstom and Howdens all grew in the year. We continue to
work on key infrastructure projects such as Hinkley Point C, HS2
and Sizewell C.

Our transport activities were a significant drag on performance
during the year. As discussed below, we have taken steps to
address this.

During the year, we developed plans to invest in electric vehicles for
customers such as IKEA in FY24. We have also trialled alternative
fuels such as hydrotreated vegetable oil (HVO).

Wincanton and its people were winners and finalists for a host
of awards over the period. These demonstrate our commitment
in areas such as the care of our colleagues, championing women
in transport and our innovative robotics solutions. We continue
to make a positive contribution to the communities in which we
operate. We received a Silver Award from the Ministry of Defence
for providing exceptional support to the armed forces and defence
community though recruitment, employment policies and training.
We also achieved Level 2 Disability Confident Employer status, a
Department for Work & Pensions initiative recognising the ability
to recruit, retain and develop disabled colleagues.

Wincanton plc
Annual Report and Accounts 2023

Our people
Our Board and management are acutely aware of the impact that the
challenging economic situation is having on our colleagues and their
families this year. We are particularly grateful for their continued
hard work and dedication to the business. Some examples of the
steps we have taken to support our workforce are given on page 36.

Our health and safety record has again been outstanding, even
better than last year, and we are consistently achieving levels of
workplace safety that are best in class. Our portfolio of courses
related to health, safety, the environment and quality (HSEQ)
continues to grow. We now offer over 120 courses, often using
innovative technology such as virtual reality, enabling us to upskill
our colleagues. Over 15,000 training courses have been completed
in the year.

The diversity of our Senior Management Group (SMG) improved
further in the year. We now have 30.3% female representation
which is the highest level ever.

During the year, Stewart Oades, our Senior Independent Director
(SID), oversaw a comprehensive survey of colleague feedback.
These sessions indicated that our leadership teams, front line
managers and management population are feeling more positive
about Wincanton and the direction of the business. The level of
training, apprenticeships and focus on wellbeing were particularly
appreciated. Colleagues commended the working environment
and described an open and inclusive leadership. To many of them,
being part of Wincanton feels a better experience now than it did
in the past. New recruits consider it to be a positive experience when
they join us. These are all welcome signs for the business. We will
look forward to achieving further progress in the year ahead as we
place increased focus on culture and values within our learning
and development plan.

The Board
During the year, we welcomed Tom Hinton as our new Chief Financial
Officer (CFO). We are pleased with the early impact he has made in
his new position. I should very much like to thank James Clarke who
acted as interim CFO prior to Tom’s arrival.

Stewart Oades will be retiring from the Board in October 2023 after
nine years. We shall miss his wise counsel and I would like to take this
opportunity to thank him for all his efforts. Stewart will be replaced
as SID by Gill Barr who currently chairs our Remuneration Committee
and those of other companies. Debbie Lentz, who has been a
member of our Remuneration Committee since 2019, will replace
Gill as Remuneration Committee Chair. A search for Stewart’s
replacement is now underway.

In November and December of 2022, a formal and comprehensive
evaluation of the Board was carried out by an independent third
party. The findings confirmed that we have an effective and well-
functioning Board, offering the right balance of challenge and
support and with sound governance. I am grateful to my Board
colleagues for their support and their commitment to the success
of the Group.

Dividend
The Board is recommending a final dividend of 8.8p for the year
ended 31 March 2023. If approved at our Annual General Meeting,
this will take the total dividend for the year to 13.2p. This represents
growth of 10% against FY22 (12.0p).

The Pension fund
I am pleased to report continued improvement in the funding of the
Wincanton Defined Benefit pension scheme. During the year we
contributed £20.1m to the scheme and it now carries a substantial
accounting surplus of £114.7m. The triennial review of the pension
scheme is under way and we look forward to reaching an agreement
on future funding that is satisfactory for all parties.

Strategic development
During the year, we have continued to make good progress against
the strategy we announced in 2020.

In eFulfilment, further investments have been made in robotics
and automation, strengthening our offering and presenting
opportunities with first-time outsourcers and SMEs seeking more
flexible fulfilment solutions. Investments in robotics and automation
also represent a significant opportunity in our foundation markets of
Grocery & Consumer and General Merchandise, enabling Wincanton
to create mutual value with our customers. Public & Industrial
continues to offer significant growth potential in expanding
our reach, both with Government departments and with major
infrastructure companies.

The depressed performance of our transport activities during
the year has led us to change our business model and customer
proposition and to optimise the allocation of capital across our
business. Henceforth, our focus will be on open book, dedicated
networks. Closed book contracts will only be undertaken where
there is a substantial degree of protection against falling volumes.
Our recent major success with Sainsbury’s and ongoing work with
customers such as Halfords, Screwfix, Primark and New Look proves
we have a winning offer which we can grow at pace. In addition,
this type of contract provides much greater potential to use our
transport technology to create further benefits.

In this connection, we launched our 4PL Transport Control Tower
during the year. This provides customers with end-to-end visibility
of their operations and access to the wider haulage market,
enabling us to add value across the whole of the supply chain.
We were pleased to be selected by British Salt recently as its
UK supply chain partner for warehouse and Transport Control
Tower services.

This change of focus in our transport business means that,
henceforth, our operating model will use a higher proportion of
contracted-in haulier vehicles to service our customers rather than
relying mostly on our own assets. In turn, this will free up our balance
sheet and enable us to gear up our investment in technology,
automation and robotics. Our accounts for the year reflect this
shift in our operating model and include an impairment of £19.5m
relating to assets tied up in our business which do not generate
adequate returns.

Outlook
The economic environment remains challenging and we expect this
to continue in FY24. This will have knock on impacts to consumer
spending, customer volumes and hence our profit and revenue.
Despite this backdrop, our recent strategic progress positions us
for growth across all our sectors in FY25 and beyond. Our balance
sheet and operating cash flow remain particularly strong and we
see further opportunities to deploy capital across our portfolio.
We remain confident in our strategy, the fundamental strength
of our business and our ability to reward our shareholders.

Sir Martin Read CBE
Chair
19 May 2023

Wincanton plc
Annual Report and Accounts 2023

Strategic reportChief Executive Officer’s review

Adding value through operational
excellence and innovation

Our strategy delivered
a strong result in FY23
despite the prevailing
macro-economic
challenges, particularly
with regard to retail
volumes and inflation.

James Wroath
Chief Executive Officer

I am pleased to report a year of profitable growth and strategic
progress, delivered against a backdrop of challenging conditions
in our end markets. We delivered the highest underlying profit
since Wincanton became a public company, despite lower retail
spending, which reflects the benefit of the Group’s diversified
portfolio. New contract wins and major customer renewals across
all our sectors, as well as cost management measures to navigate
inflationary pressures and economic headwinds underpinned the
results delivered.

Further progress has been made in the implementation of robotics
and automation in our operations and our repositioned transport
offer utilises technology at its core to deliver optimisation and
greater visibility for customers.

We continue to expect a more challenging external environment
in the current financial year, including an accelerated reduction in
consumer spending and customer volumes. However, we continue to
see growth opportunities in all our sectors, where customers value
the quality of our operations, the strength of our track record and
the benefits of our continually evolving service offerings.

Highlights
– Full year revenue up 2.9% to £1,462.0m.

– Underlying EBITDA of £121.9m, an

increase of 12.6% (2022: £108.3m) and
underlying profit before tax up 6.9% to
£62.1m (2022: £58.1m).

– New business momentum sustained with
major customer wins secured across the
Group’s four sectors.

– Strategic investments through the year

in robotics and automation technologies.
Successful deployment of Autonomous
Mobile Robots at the Group’s
Cygnia facility.

– Group Transport operations reorganised

to create more efficient, profitable,
digitally enabled service offering.

Wincanton plc
Annual Report and Accounts 2023

Group performance review
Financial performance for the year ending 31 March 2023 was
excellent. Our full year underlying profit before tax increased
by 6.9% versus last year to deliver a record result. Public sector
performance was a highlight with HMRC and Defra contracts
enhancing the Group’s profitability. Despite continuing inflationary
pressures and lower volumes, our foundation sectors performed
consistently, with open book contracts providing substantial
protection. Closed book warehouse services in high volume
eFulfilment, as well as transport operations for two-person home
delivery, consumer products and construction materials, were
all impacted by the broader market pressures experienced in the
current economic environment. Revenue increased by 2.9% versus
last year with strong performances from our core customers in all
sectors. This was offset by a reduction in our transport operations
and lower customer volumes in the second half of the year.

Service performance remains a key strength for the business. On
the back of this, we delivered several key contract renewals such
as those with Asda and Halfords, as well as organic growth from
existing customers with awards of new areas of activity. Doubling
our business with both IKEA and Wickes were also highlights.

Our industry-leading safety programme remains a clear priority for
Wincanton. Once again, a year on year improvement has been made
in our safety performance. The Lost Time Incident Frequency Rate
performance indicator improved again from 0.33 last year to 0.31
this year.

Sector performance
eFulfilment
Despite challenging macro-economic headwinds in eCommerce
markets, our eFulfilment sector continued to progress this year
with growth of 13.8% and revenue passing the £250m mark;
excluding the impact of the Cygnia acquisition revenue was up
7.6%. Core customer volumes, particularly in Cygnia, have however
seen declines in line with the market and we have seen customers
insourcing if they have capacity elsewhere in their network. Winning
new contracts from insourced customers has similarly become more
difficult for the same reason.

In high volume eFulfilment we successfully delivered our first peak
period for The White Company ahead of their move this year into
The WEB, our automated facility in Rockingham. Elsewhere in this
area we won business with Nkuku, Neal’s Yard Remedies, Huda
Beauty, City Electrical Factors and C Brewers, as well as growing
our partnership with Sephora. The loss of the Moonpig contract, as
they insourced our activities, was a negative reflecting the general
downturn in customer volumes in this sector.

This area of the business is also an important test bed for our
automation ambitions. Our Autonomous Mobile Robot (AMR)
deployment in Cygnia was the first to market for a shared-user
robotics deployment in the UK. The system, working for customers
such as Molton Brown and Whittard of Chelsea, has so far facilitated
the picking of more than one million items and is over-delivering on
our productivity expectations.

We had a fantastic year developing our partnership with IKEA.
Firstly, we were chosen to run their new London area customer
distribution centre at Dartford. The 450,000 sq ft purpose-built
facility opened in May 2023. Additionally, we have extended our final
mile home delivery services out of the new location, doubling our
current final mile activity. Excitingly, the new contract also commits
us to work collaboratively on a full electric vehicle operation by 2025.
Finally, we will also be setting up IKEA’s first customer distribution
centre for the Irish market in 2024. In doing so, we are taking on new
property in Dublin that has capacity to support Wincanton’s growth
in Ireland. These three new contracts underline the trust that IKEA
has in Wincanton and the value that we bring to the partnership.

Wickes is another success story for our ability to develop new
business with existing accounts. We delivered a new contract,
spanning warehouse and transport operations, which sees us
become the sole supply chain partner for Wickes’ kitchen and
bathroom business in the UK. Wincanton has worked with Wickes
since 2017, gradually expanding its services over time to cover the
management of 50% of Wickes’ kitchen and bathroom transport
operations. The new contract increases this to 100% of kitchen and
bathroom deliveries.

We delivered contract extensions with both Loaf and DFS, built
on our reputation for continued service performance excellence,
despite the challenges brought about by global supply issues. We
also extended our partnership with DFS with the addition of a new
service overseeing the end-to-end management of all customer
orders through multiple suppliers, known as ‘drop-ship vending’.

Lastly, we successfully launched our new two-person home delivery
fulfilment site in Harlow which is strategically located to support
further growth. This underlines our commitment to this value-adding
service and provides an important gateway to new opportunities.

Public & Industrial
Public & Industrial had an exceptional year for non-transport
operations with Defence, Infrastructure and the Public Sector being
particularly strong. Revenue growth year on year was 0.4%.

We supplemented our continued management of Border Controls
for both HMRC and Defra with the provision of critical services to UK
Government in healthcare for the pandemic response, PPE storage
and recycling activities. Whilst the loss of one material HMRC
contract was disappointing, we remain confident that the pipeline
will provide growth in the future through both outsourcing and
consulting opportunities.

Elsewhere, we secured account growth with key strategic clients
including Alstom and BAE Systems as well as further provision of
consulting services to EDF. We also secured a ten-year contract with
British Salt, a Tata Group subsidiary, to provide UK warehousing and
Transport Control Tower services.

Sector performance in our Public & Industrial transport markets was
much more challenging. In both our bulk tanker and construction
businesses, we experienced lower core volumes and a shift from
customers towards both their own fleets and more use of spot
market haulage.

Wincanton plc
Annual Report and Accounts 2023

Strategic reportChief Executive Officer’s review continued

Grocery & Consumer
Our Grocery & Consumer sector saw the impact of lower customer
volumes in the year due to consumer spending pressures, resulting
in a year on year decline of 1%. This impact was felt particularly in
transport volumes, where supply has also risen due to actions taken
across the industry during the driver shortage of 2021.

We maintained strong operational performance throughout the
year, despite a challenging labour market, and delivered an excellent
peak for our customers during their key trading period which was
elongated by the winter World Cup. We agreed a five-year renewal
with Asda on the back of this service record.

The award of a five-year contract to manage the whole of the
Sainsbury’s and Argos transport network was a major milestone for
the Group’s repositioned transport strategy. Our proven ability to
manage large teams across multiple sites, coupled with investments
in planning and execution technology, makes us an ideal outsource
partner. The combination of managing substantial open book
transport fleets and providing digitally enabled sub-contraction
services is especially relevant for both grocery and consumer
products customers.

Our strong relationship with Waitrose & Partners continued with
a five-year renewal of our Greenford bonded drinks operation.
Alongside our dark store, this extends a more than 20-year
relationship with Waitrose & Partners, delivering over 13 million
cases of wine each year. Furthermore, the Grocery & Consumer team
are a big part of our strategic drive for further automation in our
foundation sectors, co-developing new technology with one of our
Grocery customers with the potential to transform warehousing in
the sector. The delivery of major automation projects for both Britvic
and Suntory was clear evidence of the team’s ability to be agile and
to thrive in complex operational situations.

General Merchandise
General Merchandise continues to provide a solid foundation for
the Group but also saw the impact of reduced customer volumes,
particularly in the second half of the year. Overall revenue for the
year was up 3.5% on last year reflecting new business won in the
prior year with Primark and MGA Entertainment.

We were pleased to announce the renewal of our national transport
contract with Halfords for a further five years and the successful go-
live of a new distribution centre for Screwfix. Both reflect our strong
partnership with our existing customers.

We continue to broaden our customer base with a new three-year
contract award from New Look for national transport to their
stores, following an excellent start-up for a similar operation
with Primark. This win includes the deployment of our Winsight
transport technology. We also launched the distribution of solar
panels on behalf of City Electrical Factors from our shared-user
fulfilment centre.

Delivering on our strategy
The Executive Management Team remain focused on Wincanton’s
vision of being ‘Great people delivering sustainable supply chain
value’. We are committed to increasing the amount of technology
we bring to our customers alongside our experienced and talented
teams, with two clear focus areas.

Firstly, we continue to develop robotics and automation solutions,
particularly to increase the productivity of picking operations. Our
AMRs in Cygnia are a proven success and we have identified further
use cases for this solution. We are working on further opportunities
for robotics across the network.

Secondly, we have invested in technology for our transport
proposition. Our strategy is based on being the best partner to
both manage dedicated fleets and to provide efficient and reliable
subcontracted services. Our technology delivers flawless execution
of plans, optimised networks, and seamless integration with sub-
contracted partners. Data reporting tools enable better control of
operations and inform longer term strategic choices.

From a sector perspective, Grocery & Consumer and General
Merchandise remain the foundation of our business, providing scale
as well as demonstrating capability in the highest pace supply chain
environments. They also provide the best opportunities for both our
new technology focus areas.

Our strategic growth sectors remain unchanged, despite challenges
this year. High volume eFulfilment volumes have been suppressed as
retail spending has declined, however, we still firmly believe in the
volume and profit growth opportunities afforded by a shared-user
offer. The market remains underserved by logistics partners of scale
and with the capability to invest in transformational automation
and robotic solutions. Similarly, our premium two-person home
delivery network remains a key differentiator for Wincanton in the
eFulfilment sector.

I am thankful to the
Wincanton team who
has delivered excellent
performance in a
difficult economy.

James Wroath
Chief Executive Officer

Wincanton plc
Annual Report and Accounts 2023

In the Public & Industrial sector, whilst the loss of the HMRC contract
was disappointing, we still believe that Wincanton has an important
role to play as a partner to Government for supply chain services.
We see a significant number of opportunities both from direct
and indirect Government spending (such as defence and major
infrastructure) and believe that we maintain a good reputation for
delivery. Important lessons have been learned to inform our future
value proposition.

ESG
ESG and ‘The Wincanton Way’ remain a priority for the business.

For the environment, our premium home delivery service has been
carbon neutral since 2022 and we consider this to be our first major
milestone delivery. We have built further milestones in our net zero
roadmap that give us tangible goals for 2025, 2026 and 2030.

We have continued to present carbon reduction programmes to our
customers throughout the year. Notably, to support our continued
growth with IKEA, Wincanton is making a multi-million pound
investment in electric vehicle technology to enable IKEA’s goal of
reaching 100% zero emission last mile deliveries by 2025. The new
fleet is expected to save 1,000 tonnes of carbon emissions each year,
across over 10,000 journeys. We have also successfully trialled HVO
(hydrotreated vegetable oil) as a replacement fuel for diesel in our
mission to create a sustainable supply chain for the future.

In the social value space, we launched our ‘Million Hours Mission’
made up of four key commitments: to look after ourselves and
others, to embed an inclusive culture, to enrich our communities and
to strengthen our social value partnerships. We have committed to
delivery of this target by 2025. The target captures several initiatives
under our broad banner of ‘culture of care’. We have received
several external awards recognising our inclusive culture and have
undertaken work in the local communities through engagement
events, volunteer work and charitable partnerships. We also heavily
focus on training, apprenticeship and graduate programmes. We are
tracking our target and will report further successes in future years.

Finally, we have set out a Governance strategy to ensure our
structures, systems and controls remain business focused and agile.
Our ESG Committee, which I chair, is up and running and supported
by an ESG champion who sits on the main Board.

Outlook and market environment
The Group expects the macro-economic environment, particularly
regarding consumer spending, to remain challenging for the next 12
months and therefore the Group remains highly focused on short
term delivery. Wincanton remains a resilient business with a well-
articulated strategy for growth, focusing on our market reputation
for excellent operational capability at scale with investment in
innovation and technology to deliver greater supply chain value
for customers.

We are accelerating our automation and robotics plans, investing
in resources to deliver more solutions to customers. As a result,
FY24 will be the year where Wincanton first monetises technology
delivery. We will also focus on our re-positioned transport offering
whereby we will prioritise customers with large managed fleets or
those looking to bring more technology to their sub-contracting
arrangements.

The Group remains confident in its strategy to continue delivering
for shareholders and is well positioned to benefit from any
improvement in market sentiment.

James Wroath
Chief Executive Officer
19 May 2023

Wincanton plc
Annual Report and Accounts 2023

Strategic reportInnovation

Innovation: making supply
chains work smarter

Wincanton is working smarter to deliver transformative
and innovative supply chain solutions which solve the
problems its customers face every day.

Our Capital Markets Event on 7 July 2022 focused on Wincanton’s
eFufilment offer, a key strategic growth market for the Group. We
showcased our automation at our facility, The WEB, in Rockingham,
and robotics implementation at Cygnia, our specialist mid-market,
eCommerce and multichannel distribution centre in Northampton.
The senior leadership group highlighted how investments in
automation technologies, and software development and a
culture of innovating with customers are positioning the Group to
best serve the changing needs of its customers in the retail and
consumer goods sectors.

Wincanton plc
Annual Report and Accounts 2023

Q&A

with Paul Durkin, Chief Customer and Innovation Officer

Q. What does innovation mean

Q. How is innovation transforming

to Wincanton?

transport at Wincanton?

Innovation is driving Wincanton forward. Our
‘test and learn’ approach enables us to transform
innovative ideas into solutions to our customers’
problems. We are designing and implementing
at pace, scalable, repeatable and connected
products which make supply chains work in
efficient, effective and smarter ways.

Q. How is Wincanton increasing the pace
of innovation across the business?

Our Innovation Centre is our shop-window for
innovation at Wincanton. This unique space
showcases our innovation capabilities to our
customers, partners, colleagues, community
groups and investors with examples of where we
are innovating, testing and learning across our core
pillars of warehousing, transport and people.

We are also enhancing our data capabilities,
which will provide a deeper understanding of
the warehouses we operate and the transport
networks we run for our customers. Using this
data, we can find smarter ways of doing things
and bring real value to our customers.

Q. How is Wincanton accelerating the

adoption of automation and robotics
for its customers?

Wincanton has continued its capital investment in
automation and robotics solutions over the past year
to unlock sustainable value for our customers. Our
AMR goods-to-person solution in Cygnia, fulfilling
customer orders for multiple clients, is a great
example. There continues to be growing demand for
these technologies, and our solutions are delivering
reduced cost and resilience for our customers.

As a sector, supply chain and logistics has
traditionally not invested in research and
development of new technologies; investing our
capital to create capability is our differentiator
in the market.

Automation and robotics bring warehousing and
people together. Interfacing with automation and
robotics allows our colleagues to develop a future-
focused career maintaining and understanding the
technology. This makes working in supply chain and
logistics a much more attractive opportunity to ‘next
generation’ candidates.

Our continued investment and development of
our Transport Control Tower solution allows us
to deliver an asset agnostic transport solution
to better plan and optimise fleets. This digital-
led solution means we become the orchestrator
of our customers’ fleets, managing their sub-
contractors in a 4PL model to realise efficiencies
in capacity and utilisation and reduced CO2
emissions to meet our customers’ needs.

Q. What role does W² Labs play in
innovation at Wincanton?

W² Labs is the only UK-based innovation lab to
be run by a supply chain and logistics partner. It is
how we identify, test and learn with the start-ups
and SMEs we work with to deliver innovation to
address our customers’ challenges today and
anticipate the challenges they will face in the
future. Our carefully refined process makes sure
we pick the right partners. Only when we have
been through this process do we productise and
commercialise innovation. oneVASTwarehouse
is a great example of this.

By applying innovative technologies to these
challenges, and combining them with our years
of experience, we are creating the supply chains
of the future to best support British business.

Q. What success has W² Labs delivered
for Wincanton and its customers?

oneVASTwarehouse was born out of W² Labs
and digitally connects buyers and sellers of
warehousing space in the UK. We have built an
extensive network of more than 700 warehousing
partners, which enables us to meet the needs
of anyone looking for storage capacity. It has
become part of our core business offer and
has supported blue chip retailers and the
public sector.

Wincanton Recruiter originated from W² Labs
2021. Its innovative approach to recruitment
includes a bespoke ‘pre-hire’ assessment, with
a digital ‘day in the life’ of the job, giving future
colleagues a realistic preview of their role.
Wincanton has benefited from the ability to
assess how candidates respond to challenges
along with their communication and problem-
solving skills. From ‘hi to hire’ of better quality
candidates in as little as 24 hours has significant
value for our customers.

Wincanton plc
Annual Report and Accounts 2023

Strategic report

Market review

Tackling global challenges
with technology, skills and insight

Market drivers

The economy
High inflation puts pressure on consumer
spending as rising costs are passed
through the supply chain.

The UK has experienced high inflationary pressures and
a significant increase in the cost of energy which has put
stress on the economy.

The Bank of England has acted to slow down inflation
by raising interest rates impacting consumer spend. As
a consequence, businesses are focused on resilience,
prioritising costs and competitiveness.

Our approach
We mitigate inflationary cost pressures through our
contractual structures with our customers. Open book
contracts make up 73.5% of our revenue and provide a
clear mechanism for passing on inflationary increases. We
focus on driving operational efficiencies for both open
book and closed book contracts to mitigate cost increases
as much as possible.

Our open book contracts and the contractual positions
in our closed book contracts protect our operating
cash flows and ability to deliver sustained growth. Our
disciplined commercial approach ensures we maintain
dialogue with our customers around addressing and
managing this challenge.

We continue to work with our supply partners to
implement resilient procurement strategies to minimise
supply disruption and mitigate cost increases for our
customers. We also continue to build on our strong
foundations and core business growth areas, working
closely with our customers to build resilience and deliver
operational efficiencies as the economy recovers.

Workforce
Competition in the job market for similar
skill sets means retention of valued
colleagues is vital.

Unemployment in the UK remains historically low but
it has risen slowly during the past year, while early
retirement and an ageing population have caused the UK
workforce to shrink. This has put pressure on employers
to recruit and retain talented colleagues, with 78%1 of
UK employers reporting difficulties in finding the talent
they need. In logistics, this remains a particular challenge
with only 23%2 of working age people saying they would
consider a career in the sector.

Our approach
Our innovative People Campus is a solution to the
recruitment and resourcing challenges faced in supply
chain and logistics, allowing our customers to benefit
from flexible, skilled and engaged colleagues in specific
geographical areas.

This year we have played a prominent role as a Gold
Sponsor in Generation Logistics, an industry-led
programme of engagement and promotional activities
designed to attract new and diverse talent into careers
in supply chain and logistics.

Our apprentice programmes continue to engage and
upskill our workforce, focusing on the future skills the
business requires, and our graduate programme focuses
on developing the next generation of leaders in supply
chain and logistics.

Our social value strategy sets out our commitment to
provide a working environment which considers all aspects
of health, safety and wellbeing with a focus on a culture
of care. We are also committed to embedding an inclusive
culture, and being recognised as a leader in diversity and
inclusion. We recognise the value of supporting the local
communities where we operate, and strengthening our
collaboration with suppliers, customers and partners.

1 Manpower Group, UK Talent Shortages Report Q32022.

2 Supply Management, Logistics sector on a ‘cliff edge’

as it faces 400,000 labour shortfall.

Wincanton plc
Annual Report and Accounts 2023

Technology
The digital transformation of supply
chains is significantly increasing.

Supply chains have been put under severe pressure and
have experienced significant disruption over the past
three years. This has led to an acceleration in technology
and innovation adoption throughout the sector. Increased
investment in automation, robotics and supply chain
technologies continues to improve operations by
increasing productivity and strengthening resilience.
This adoption is accelerating as more affordable solutions
come to market.

As supply chains continue to be digitised, data which
supports logistics networks is a fundamental enabler
for smarter future operations.

Our approach
The Group continues to invest in supply chain innovation,
and we have made substantial progress with robotics,
automation and Transport Control Tower technologies
to significantly increase the value the business creates
for all our customers.

W² Labs is Wincanton’s collaborative approach to
harnessing the benefits of innovation. Our W² Labs
programme is open to early-stage businesses and digital
disruptors and sees entrants pitch ideas and products
that can bring efficiencies across digitised supply chains.

Start-up innovators pitch their forward-looking
technologies and solutions at our W² Innovation Centre.
This unique facility demonstrates our commitment to
shaping the digital supply chains of the future through
collaboration and innovation.

Sustainability
Transparency and accountability are
driving change in the supply chain.

Transparency of reporting and the commitment of
businesses and institutions is a priority for the UN
Sustainability Development Programme, which focuses
on accountability. As a result, businesses’ responsibility
to reduce carbon emissions and waste and deliver social
value will continue to drive change throughout the
supply chain.

Our approach
We are clear on our role in protecting the future of our
planet and our ESG commitments based on the UN
Sustainable Development Goals (SDGs).

Provision of net-zero supply chain solutions across waste,
property and fleet will ensure we support current and
future customer engagement, offering the highest service
standards of sustainable supply chain operations.

We have set ambitious goals to achieve net-zero by 2040:

– making our own non-transport operations carbon

neutral from 2025;

– having an all-electric company car fleet by 2026;

– doubling our recycling rates from residual waste

by 2025; and

– eliminating difficult to recycle packaging

materials by 2030.

We have already achieved our carbon neutral premium
home delivery operation.

Wincanton is making a multi-million pound investment
in electric vehicle technology to provide home delivery
services for IKEA from 2023. We continue to conduct
trials, in collaboration with our customers, of alternative
fuels in our transport networks. We used over a million
litres of hydrotreated vegetable oil (HVO) biofuel this year
and a smaller quantity of biomethane. We will continue to
evaluate opportunities to deploy alternative fuels as and
when they arise. See pages 14 and 15.

Wincanton plc
Annual Report and Accounts 2023

Strategic reportBusiness model

A model for value creation

Our relationships and resources

What sets us apart

Our people and values
We employ 20,300 people nationally and focus on
strengthening our inclusive, diverse and supportive
working environment to allow our colleagues to perform
to the best of their ability. Our values guide how we
operate, with The Wincanton Way underpinning all that
we do. Clear strategic direction and focused resource
allocation from our leadership team enable our colleagues
to deliver our strategic priorities.

Enduring relationships
We interact in a way consistent with our corporate values
to build and maintain trusted long term relationships with
our customers, partners and suppliers, and communities.
We also have strong stakeholder relationships through
constructive dialogue with government, industry bodies
and unions.

Financial management
Our blue-chip customer base and established
contractual structures provide strong financial
stability. This financial stability delivers a highly cash
generative business capable of funding significant tax
receipts, investing in technology and innovation and
rewarding shareholders through growing dividends.

Flexible operating model
We operate a combination of own and customer owned
assets with an increasing emphasis upon collaboration
and shared use. Our Cygnia and Rockingham
operations are examples of us providing multi-
client, automated solutions in a flexible operating
model. Transport Control Tower is our collaborative
solution for optimising our own, customer and sub-
contractor fleets.

Technology and innovation
We are investing in the development of our
technology-enabled products to solve customer
problems and deliver sustainable supply chain value.
We work in partnership with our customers to develop
and deploy innovative solutions to the challenges they
face, which deliver value to all stakeholders.

Trusted British brand
Wincanton is a trusted British brand with a foundation
business anchored in the General Merchandise
and Grocery & Consumer sectors. Leveraging this
experience enables us to effectively extend our
customer relationships and expand market reach.

Wincanton plc
Annual Report and Accounts 2023

People

Warehouses

Our key
assets

Transport

Technology

Innovation
The W2 Labs programme
and Innovation Centre
enable us to ‘identify, test
and learn’ new ways of
delivering mutual value.

Underpinned by

The Wincanton Way

The Wincanton Way
Our commitment to how we
work, our values and our recipe
for success in becoming the UK’s
most innovative, effective and
trusted logistics company.

What sets us apart

How we create value

Optimisation
By analysing, optimising and then transforming the supply chains,
overall performance is enhanced, leading to better service, lower cost
and reduced emissions.

Responsiveness
With our agile Launch team for new contracts and sites, and flexible People
Campus solution, we can respond rapidly to customers’ requirements.

Customer experience
We act as brand ambassadors for our customers, delivering products and
services into their customers’ homes, and ensuring a great experience
from start to finish.

Trusted expertise
We are the supply chain experts at the heart of British supply chains,
providing solutions which give our customers the competitive edge
in their chosen markets.

Sustainable value
We create and deploy processes and technologies internally and for our
customers to reduce environmental impact and to enhance long term
social value.

People management
We enable our people to be their best through collaborative and supportive
management processes. The skills, capabilities and experience of our
workforce are what make us different.

Our values

Excellence

Passion

Togetherness

Integrity

Proactivity

Trust

The value we create for
our stakeholders

For customers
We deliver consistent, high-quality
outcomes underpinned by a continuous
improvement ethos.

For colleagues
We develop a safe environment with
a culture where our people feel valued
and enabled to be their best.

For communities
We create a positive impact in our local
communities and add social value.

For suppliers
We encourage and value our supplier’s
contributions to enable better supply
chain solutions.

For shareholders
We are focused on creating long term
value to distribute to our shareholders.

Wincanton plc
Annual Report and Accounts 2023

Strategic reportStrategic report

Environmental, Social and Governance

Protecting our futures

Our ESG strategy is embedded in to our
Group strategy, which comprises four
key areas: our products and services,
our markets, our operating model and
our people.
Wincanton is committed to transparent ESG reporting. In order
to achieve this, we continue to maintain an ESG reporting page
on our external website and reference our reporting against
standard measures from the Global Reporting Initiative (GRI).

Transparent reporting
Read more about the UN SDGs
and GRI reporting.

Non-financial information statement
As required by the non-financial reporting requirements
of sections 414A and 414CB of the Companies Act 2006,
information on environmental matters, the Group’s
employees, social matters, respect for human rights and
anti-corruption and anti-bribery are included within the
ESG section of the Annual Report on pages 30 to 42.
Details of our business model can be found on pages
28 and 29, principal risks and our response to them are
on pages 63 to 65 and non-financial key performance
indicators are on page 49.

Wincanton plc
Annual Report and Accounts 2023

Environmental

Travelling the road to net-zero by 2040: a commitment to
be the long term supply chain partner of choice for net-
zero solutions in transport, fleet, property, infrastructure,
packaging and waste.

Our achievements include:
– our premium home delivery service has been carbon

neutral since 2022; and

– we have continued to enhance our net-zero roadmaps

and present carbon reduction proposals to our customers
during 2023.

Our targets include:
– net-zero carbon emissions by 2040;

– all our own non-transport businesses will be carbon

neutral from 2025;

– we will double recycling rates from residual waste by 2025;

– the company car fleet is targeted to be electric by 2026;

– we will eliminate difficult to recycle packaging

by 2030; and

– we will reduce our carbon offsetting needs over time
through innovation and continuous improvement.

331

Carbon (ktCO2e)

1.41

Energy (TWh)

63.8%

Waste recycling

225

Carbon intensity
(kgCO2e/£m revenue)

4,590

Carbon offsets (tCO2e)

Social

Governance

With inclusion at heart, we continue to enhance our work
environment and to create greater social value. We do this by
developing and caring for our colleagues and strengthening
our strategic partnerships to enrich the communities we
operate in.

We are committed to:
– looking after ourselves and others – providing an

environment that considers all aspects of health, safety
and wellbeing, with a focus on a culture of care;

– embedding an inclusive culture – to be recognised

as a leader in diversity and inclusion;

– supporting our colleagues’ development;

– enriching local communities by actively supporting

those within which we operate;

– strengthening social value partnerships, making a

positive impact through our suppliers and partners
in the communities within which we operate; and

– our Million Hour Mission will look to deliver a million

hours of social value impact between 2023 and 2025 and
our Social Value Award Programme will celebrate and
recognise our colleagues’ contribution towards our social
value vision and commitments.

0.31

Lost Time Injury
Frequency Rate
(LTIFR)

59%

increase in volunteer
diversity champions

48%

of driver programme
participants are under
the age of 34

8.21

(out of 10)
score on inclusivity
at Wincanton

Our governance strategy is aligned to our ambition
to become a FTSE 250 constituent.

We are committed to ensuring our governance
structure:
– is fit for purpose;

– is appropriate to the size, scale and operations

of the business;

– is proportionate and affordable;

– is transparent and agile to respond to the needs

of the business;

– reflects the Board approved risk appetite for legal

and regulatory risk which is low;

– provides appropriate safeguards against known

and expected risks;

– provides assurance that the business has adequate

systems and controls;

– safeguards against illegal, unlawful and unethical acts;

– is understood by colleagues and other stakeholders; and

– is supported by appropriate resource and colleagues know

where to go for advice.

Asset reunification and share dealing
programme
During the year, Wincanton completed an asset reunification
and share dealing programme run by our registrar, Equiniti.
This programme aimed to re-engage dormant shareholders
through asset tracing and reunification activity. It also
offered small retail holders a convenient method to either
buy more shares, sell their shareholding or donate their
shares to charity. This type of programme is considered best
practice and good governance. It benefits both shareholders
and the Company by retrieving lost assets for investors and
reducing register maintenance costs. The outcome was
successful: 29% of in-scope shareholders were reunited
with their lost or forgotten assets, and a donation to charity
was made via the share donation charity ShareGift of
over £10,000.

1 As at 18 May 2023.

Wincanton plc
Annual Report and Accounts 2023

Strategic reportEnvironmental, Social and Governance continued

Environmental

Our commitment to the UN Sustainable Development Goals (SDGs)

The road to net-zero by 2040
Our environmental programme is overseen by the Head of
Sustainability, who chairs an environmental ‘working group’ to guide
our programme. This team provides updates on progress to the EMT
and to the ESG Committee as required.

Monthly management reports include detailed carbon reports for
each business sector and contract, as well as performance against
our headline ESG targets, such as our commitments to achieve
net-zero emissions by 2040 and to double our recycling rates from
residual waste by 2025.

Our Environmental Management System (EMS) is certified to
ISO 14001 and available across the business to all sites. The EMS
describes how we manage a range of key environmental parameters,
enabling us to take prompt actions where necessary and to identify
and exploit performance improvement opportunities wherever
they arise.

In 2023 we continued to collaborate closely with industry partners
and customers to develop sustainability projects covering our
contract operating locations. These projects are designed to reduce
our environmental impacts and ensure that we continue to make
progress towards our ESG targets.

Greenhouse gas (GHG) emissions and energy use
As a Carbon Trust Standard bearer since 2010, we have made
continual year on year reductions in our annual carbon emissions.
During this year, we moved away from the Carbon Trust Standard
and adopted the Achilles ‘Carbon Reduce’ process for certification
to ISO 14064 which has given us the appropriate external scrutiny
of our scope 1, 2 and material scope 3 emissions.

For 2022 our climate risk disclosure and emissions performance were
again rated ‘B’ by CDP. This rating indicates that we are a company
‘managing carbon’ and demonstrates that we are implementing
actions, policies and strategies to address climate risks and
opportunities and have achieved carbon reduction performance
that demonstrates this.

Our carbon emissions information is prepared with reference to
the GHG Protocol Corporate Accounting and Reporting Standard
for operational control. Carbon factors used are as per Defra
conversion factors for company reporting 2022, with both electricity
generation and distribution emissions included as scope 2 emissions.
For all UK mainland operations where we have the supply contract,
we continue to purchase ‘green tariff’ electricity which complies
with the market-based scope 2 reporting requirements of the
GHG Protocol. However, we continue to report electricity use at
UK grid average emissions for the purposes of this Annual Report
and Accounts.

We record and publish energy and fuel use for managed supplies,
which includes all supplies at sites wholly operated by our teams,
either for ourselves or our customers, irrespective of whether
the fuel and/or energy is purchased by us directly. The sources of
emissions include road transport fuels; fuels for non-road transport
uses; energy utilities for buildings; and fuel for business travel in
Wincanton-driven vehicles. Energy figures are provided on the same
scope 1 and 2 basis as carbon emissions.

We also include consumption of fluorinated refrigerant gases as a
scope 1 emission and have not deliberately excluded any scope 1
and 2 emissions sources regardless of materiality.

We recognise that scope 3 emissions are material to interpreting our
emissions performance and that when we decide to set a science-
based target, we will need to include scope 3 emissions in that
target. We have included scope 3 emissions in our Annual Report
this year for the first time although we have been reporting them
in our CDP submission and in our PPN 06/21 carbon reduction plan
(CRP) for some time. Our scope 3 emissions are calculated from
spend reports and from journey data provided from our Winsight
digital transport suite and represent the ‘downstream transport
and distribution’, primarily sub-contract road freight, and ‘business
travel’ categories of scope 3 emissions. Additional, quantified scope
3 categories are available in our CRP on our website. See also our
ESG reporting web page.

wincanton.co.uk/sustainability/environmental/

wincanton.co.uk/sustainability/governance/esg-reporting/

Our commitment to net-zero carbon emissions by 2040 is an absolute
target for carbon emissions reduction, irrespective of future growth,
and we strive to decouple emissions performance from business
performance. However, as changes in our business activities continue
to directly affect our emissions, we use a carbon intensity measure
to manage our carbon efficiency.

Our carbon intensity is defined as total scope 1 and 2 carbon
emissions from managed supplies per unit of revenue, and our
carbon intensity ratio for the year ended 31 March 2022 was 225
tonnes of carbon dioxide equivalent (tCO2e) per £m of revenue.
The increase in scope 1 transport emissions is caused primarily by the
movement of red diesel to white diesel with a corresponding decrease
in scope 1 non-transport emissions. Total scope 1 and 2 emissions
reduced slightly because of increased transport planning efficiency,
increased use of HVO biofuel and liquid natural gas, and shifts in our
business mix towards less carbon intensive activities.

Within the context of our ESG policy which aligns our ESG
programme to the most relevant UN Sustainable Development
Goals, we have been communicating our targets, further defining
the detail of their implementation, and contributing to a range of
projects that we anticipate will make us a compelling long term
supply chain partner for our customers as they continue to define
and refine their own net-zero carbon plans.

Wincanton plc
Annual Report and Accounts 2023

Carbon reduction plan
Read more about our carbon
targets and performance

2040

commitment to net-zero
carbon emissions

Our energy use and carbon emissions figures are as follows:

Energy use

Energy use (MWh)

Scope 1 transport

Scope 1 non-transport

Scope 2 electricity

2022/23

2021/22

2020/21

2019/20

1,252,200 1,175,113 1,145,210 1,207,317

72,171

80,916

149,718

134,995

120,207

83,943

80,562

83,767

Total energy (MWh)

1,405,287 1,408,774 1,360,767 1,411,292

Carbon emissions

Carbon emissions (tCO2e)
Scope 1 transport

Scope 1 non-transport

Scope 2 electricity

2022/23

2021/22

2020/21

2019/20

297,956

278,295

275,512

295,547

15,830

17,079

36,504

19,401

32,879

20,398

28,810

23,229

Total scope 1 & 2 emissions

330,865

334,200

328,789

347,586

Scope 1 & 2 carbon intensity (tCO2e/£m)
Scope 3 emissions

225

71,435

235

270

290

Less than 1% of total scope 1 and 2 emissions relate to operations outside the UK. Scope 3
emissions are included for the first time. We have not stated previous years because of internal
system changes that occurred this year preventing like-for-like calculation.

Wincanton plc
Annual Report and Accounts 2023

Strategic reportEnvironmental, Social and Governance continued

Greenhouse gas (GHG) emissions and energy use
continued
Wincanton has communicated its net-zero strategy and targets to
each of its customers and provided net-zero roadmaps for transport
and fleet, warehouse and infrastructure and packaging and waste.
The communication of our net-zero vision and roadmaps continues
to evolve as technology and the investment landscape change.

Our operational emissions are primarily from diesel transport fuel
and, until we can adopt wholesale renewable fuels or electrification

Specific climate-related risks

of our fleets, we are optimising our use of diesel through a variety of
continuous improvement measures and deployment of our Winsight
suite to optimise the efficiency of our network operation.

We continue to operate a small number of biomethane trucks and
this year we have completed trials of HVO as a drop-in replacement
fuel for diesel. We used 1.45 million litres of certified HVO this
year avoiding the emission of over 3,000 tonnes of carbon dioxide
equivalent. We expect to extend the use of this fuel next year.

Risk or
opportunity

Physical risks

Changes in climate
patterns resulting
in higher average
temperatures

Time horizon: short/
medium/long

Potential
impact

How it is
managed

Medium

– Changes to macro trends affecting water

resources, desertification and deforestation
impacting food and product supply chains

– Increased regional extreme weather events,

e.g. droughts and floods leading to disruption
to supply chains and disrupted markets

– The Group’s strategy includes formulating
a resilient, sustainable approach working
with our suppliers and customers

– Collaborating with industry partners
to develop sustainability projects

– Identified risks are addressed as part of
the Group’s current risk review process

Transition risks and opportunities

Removal of fossil
fuels

Medium to long

– Requirement to adopt new technology,

– Working with consortia to deploy low and

e.g. electrification or other diesel alternatives
to run fleet

– Existing technology/assets becoming

redundant/obsolete with increased risk of
impairment costs

– Cash investment required for new technology
but opportunity could arise if competitive
advantage in landscape is secured

zero emissions technologies such as catenary
electric road systems; battery electric vehicles
and charging infrastructure and hydrogen fuel
cell vehicles

Compliance with
UK net-zero and
emissions targets

Medium to long

– Increasing regulatory reporting and compliance

– Climate/environmental strategy overseen

with standards becoming mandatory.
The compliance costs could impact our
development and growth plans

by Head of Sustainability working with EMT
and reporting to the ESG Committee

– Monthly reports on carbon emissions for each

– Reputational damage for failure to meet

business sector

climate change demands and commitments

Waste
management
improvements

Short to medium

– Required to satisfy our own and customer
sustainability priorities. Requires changes
to processes and potential cost impacts/
efficiencies especially if driven by the customer

– Integration of sustainability into our
operational excellence programme

– Clear roadmaps and targets

– Seeking to double recycling rates from

residual waste

– Consolidated packaging suppliers which can

deliver innovative, more sustainable solutions
to drive waste reduction and support the
circular economy

Short to medium

– Our portfolio of warehouses may not have

– Seeking to electrify as much of our warehouse

Warehouse energy
efficiency

the features needed to support new initiatives
impacting our ability to drive efficiencies

– Ability to source renewable energy to

meet requirements

Purchase of
carbon credits

Short

– Allows the Group to maintain a carbon neutral
premium home delivery operation and offer
carbon neutral services to our customers

energy use as feasible

– Generating renewable energy across the

portfolio with solar systems implemented
across our own estate

– Utilising tax and other incentives to drive

climate transitions

– Carbon offsets used in addition to

our initiatives to meet carbon neutral
commitments. Certified carbon credits using
international projects in Uruguay and India
which deliver environmental and social value to
local communities

Access to finance

Short to medium

– Increasing opportunity for Wincanton with

– Early discussions with the banking syndicate

strong ESG credentials. Sustainability linked
loans will require empirical targets and
transparent performance reporting

commenced so the Group is ready for the next
refinance before March 2027

Key:

Short term: 1 to 3 years Medium term: 3 to 7 years

Long term: 7 to 25 years

Wincanton plc
Annual Report and Accounts 2023

Transparent reporting
Learn more about our carbon
reduction plan

Our company car fleet is targeted to be all electric by 2026
and to date over 30% of the fleet and 79% of open orders are
electric vehicles.

developing economies which make a further contribution to the
UN Sustainable Development Goals that we have chosen to make
progress against.

From spring 2023 we have brought 30 electric commercial vehicles
up to 16.7 tonnes into service on our premium home delivery fleet
(see pages 12 and 13). We are planning to collaborate with multiple
customers on more trials and deployments of electric vehicles as
availability increases and electricity price volatility reduces.

Our waste management programme is on track to meet our target
of doubling recycling rates from residual waste by 2025. We set
our performance baseline at 36.3%, making our target 72.6% by
2025, and have achieved 63.8% against a 2023 interim year end
target of 53.8%.

As we try to shape our net-zero future, we have engaged with a
variety of innovation consortia working on catenary electric road
systems, and battery electric trucks and charging infrastructure.
We participated in the Innovate UK ‘Zero Emissions Road Freight
Demonstration’ funding competition and hope to be operating
battery electric trucks over 40 tonnes no later than March 2025.

We have committed to be carbon neutral in our own non-transport
operations by 2025. To deliver this we will electrify as much of our
warehouse energy use as we can; increase energy efficiency where
feasible; generate and/or purchase renewable electricity; and then
purchase carbon credits to offset residual emissions from 2025. We
have been evaluating and collaborating on the installation of rooftop
solar photovoltaic systems across our own estate and have agreed
the first installation during summer 2023 with plans for further
projects beyond this.

This year we have purchased further carbon credits to allow us to
maintain a carbon neutral premium home delivery operation. These
carbon credits were a blend from a range of certified projects and
our ‘carbon neutral’ declaration was self-assessed using our carbon
accounting process which is now certified to ISO 14064.

Our international offset projects were predominantly sourced from
afforestation and reforestation projects in Uruguay, with the balance
from renewable energy development in Karnataka, India. These
projects deliver environmental and social value to communities in

We have continued to consolidate our preferred packaging supplier
list to ensure that we have strong innovation capability in our
supplier base and will continue to drive waste reduction and circular
economy principles into our packaging sourcing in collaboration
with our customers. The UK plastic packaging tax was introduced in
April 2022 and we moved to higher recycled content in applications
where it was appropriate and simply reduced plastic packaging
volumes through technical innovation where it was advantageous
environmentally. We will continue to innovate on packaging to
support our customers, meet our targets and comply with legislation
such as the extended producer responsibility regulations which went
live during early 2023.

Although we have set a long term net-zero carbon target and
some interim sub-targets, we have not yet committed to a formal
science-based target (SBT). We evaluated an SBT during 2023
and while we recognise that this has become a standardised
approach for many companies, decarbonisation trajectories for
the freight transport sector remain unclear. Our progress against
targets is currently focused on scope 1 and 2 emissions and we
anticipate that we will achieve a 30% reduction in emissions by
2030 based on the wider industry decarbonisation and legislative
landscape. We expect a further 70% reduction from 2030 to 2040 as
electrification technologies and infrastructure, potentially including
hydrogen, become more widespread and commercially available.

Wincanton plc
Annual Report and Accounts 2023

Strategic reportEnvironmental, Social and Governance continued

Social

Our commitment to the UN Sustainable Development Goals (SDGs)

With inclusion at heart, we are strengthening our strategic
partnerships to enrich the communities we operate in, creating
greater social value. By working together with our people, suppliers
and customers, our Million Hours Mission will see us deliver one
million hours of social value by 2025.

We are committed to our four core pillars:

– looking after ourselves and others: Contributing to a society that
considers all aspects of health, safety and wellbeing, with a focus
on a culture of care;

– embedding an inclusive culture: to be recognised as a leader

in diversity and inclusion;

– enriching our communities: enriching and supporting the

communities in which we operate; and

– strengthening our supply chain partnerships: making a positive

and innovative impact through our suppliers and partners.

Looking after ourselves and others
Providing a safe workplace
The safety of our colleagues and everyone affected by our processes
is of paramount importance and is non-negotiable. While there is
no room for complacency, we have made good progress again this
year, reducing lost time incidents while also increasing engagement
with colleagues through our safety conversation and hazard spotting
programmes.

Our safety measures
During the year, we retained our sharp focus on our Lost Time
Injury Frequency Rate (LTIFR) measure. We exceeded our target
of 0.33 and delivered an LTIFR of 0.31 against a backdrop of busy
implementations of new business and an acquisition, ensuring that
our safety standards are present from the outset.

Based on our target of 3.8 for Total Incident Frequency Rate (TIFR),
we achieved 3.63, showing a reduction in the underlying smaller
incidents that can become a lost time incident. We also focus on
blameworthy collisions per million kms (CMK), achieving 5.47 against
a target of 5.7.

This year has seen enhancements to our accident investigation
process with the introduction of our ‘Dirty Dozen’ investigation
model, which focuses on the 12 most common human failures. With
an increased focus on leading indicators, we have also introduced
a new Hazard Make Safe metric which monitors the precursors to
near misses.

Continuous improvement
We have continued to deliver schemes to promote the safety of
our people and the public. For example, The Wincanton Drivers’
Handbook sets out specific guidelines on driving and handling
including details on the EVADE programme, which aims to improve
awareness of the dangers that HGVs can pose to vulnerable road
users, particularly cyclists.

In October 2022, a significant restructure was conducted, resulting in
Driver, HSEQ and MHE Training being combined to create both a new
function, Operational Training, and a new role, Head of Operational
Training, within the HSEQ structure. This restructure will enable
an even higher level of training quality and numerous innovative
opportunities and builds strong foundations for our commercial
training offering.

Our colleagues’ expertise in health and wellbeing, safety,
environmental sustainability and quality is supplemented by regular
courses to support our culture of care. During 2022/23, our portfolio
of courses continued to grow with our HSEQ, driver training and
MHE teams now offering over 120 courses, enabling us to upskill our
colleagues with over 15,000 training courses completed.

We have introduced a legal conformance course for our colleagues in
transport operations to educate them on their responsibilities under
the Wincanton Operator’s Licence. We are continuing to support
Wincanton’s Future Driver Programme with over 60 apprentices
acquiring their licence through Wincanton’s Driver Academy,
alongside delivering the Government’s Skills Bootcamp courses.

Wincanton is now also the only provider in the supply chain to hold
training accreditations for the Institution of Occupational Safety
and Health (IOSH), the National Examination Board in Occupational
Safety and Health (NEBOSH), Qualsafe and the Institute of
Environmental Management and Assessment (IEMA).

Our training teams are always looking for ways in which new
technology can improve the effectiveness of courses. For example,
we have added a mixed reality capability into our virtual reality
(VR) fire safety solution, using a fire extinguisher as part of the VR
experience.

In September 2022, we officially opened Bittesby House, our new
dedicated training and research facility. The Centre for Logistics
Education and Research (CLEAR) now utilises this centre to deliver
industry leading training. CLEAR has ambitious plans for the site that
will help us ensure we are attracting, developing and retaining the
highly skilled individuals on which our business relies.

Sustainability is at the heart of Wincanton’s ambitions with a Group
target to be net-zero carbon by 2040. By training the next generation
of logisticians, Wincanton is inspiring supply chain professionals to
deliver sustainable value to our customers and colleagues.

Wincanton plc
Annual Report and Accounts 2023

A culture of care
A strong culture of care is critical to the creation of a safe
working environment. Wincanton is a people business, relying
on our 20,300 colleagues to deliver for our customers every day.
This year, we have continued to focus on creating a supportive
environment at Wincanton where colleagues feel valued, supported,
included and safe.

We held our first Culture of Care event which celebrated wellbeing
activities and focused on our wellbeing commitment to look after
ourselves and others. The event was attended by our colleagues,
customers and wellbeing partners including Mates in Mind, Retail
Trust and My Time and received a NPS of 100%.

We launched our mental health awareness campaign titled ‘It’s
OK not to be OK’ this year, with a video of our colleagues sharing
their stories, promoting openness and encouraging colleagues
to discuss their own mental health shared across our internal
communications channels.

Our culture of care has been supported through the launch of
a dedicated wellbeing site and resource centre on our intranet
platform ‘MyPlace’. Here our colleagues can find support, advice,
guidance and inspiration to enhance their own, and their colleagues’
wellbeing and mental health. We have supplemented this support
through continued development of our colleague app, iSmile, which
facilitates direct communication with all colleagues.

This year, we have strengthened our relationship with the Retail
Trust, our employee assistance programme service provider. This
has resulted in an increase in usage by our colleagues; access to
counselling support increased by 21.5% and helpline support
increased by 17.2%.

We have also strengthened our partnership with organisations
including Mates In Mind, Able Futures, Access to Work Mental Health
Support Service and Ingeus.

These partnerships support our colleagues’ health and wellbeing.

We have continued to develop and deliver training programmes for our
colleagues, including financial wellbeing, stress management, mental
health awareness and mental health first aid. The provision of qualified
mental health first aiders across Wincanton has increased by 42%.

Satisfaction among our colleagues regarding Wincanton’s support
for mental health, measured in our annual ‘Your Pulse’ survey, has
increased by 5% year on year, with 71% of colleagues registering a
positive response to our approach.

of HR Team of the Year at the HR Excellence Awards

Winner
8.2

score by colleagues reporting that people of all
backgrounds are accepted for who they are at Wincanton

385

active learners engaged in apprenticeships

Wincanton plc
Annual Report and Accounts 2023

Strategic reportEnvironmental, Social and Governance continued

Embedding an inclusive culture
We continue to support a diverse and inclusive workplace that treats
colleagues with dignity and respect. We ensure our colleagues are
given the right support and opportunities to reach their full potential,
ensuring we deliver sustainable supply chain value.

Our Diversity and Inclusion Steering Group is chaired by Chief
Executive Officer James Wroath and includes executive sponsors
responsible for gender, race, disability, LGBTQ+ and ex-military
personnel. We have 124 volunteer diversity champions who support
the Group, which is an increase of 59% on the previous year.
We continue to use our ‘Your Pulse’ survey to measure how satisfied
our employees are in relation to our approach to inclusion within
Wincanton. This year, respondents reported a score of 8.2 out of 10,
the same as the previous year.

Diversity matters at the highest level of our organisation. Our EMT
(excluding the CEO and CFO) is 40% female and there is 37.5% female
representation among our Board of Directors. Below the EMT level,
female representation in our SMG has risen from 27% to 30.3% in the
past year. Our gender pay gap remains consistent with previous years
and, although it has not reduced, we believe that we remain on the
right course to greater gender pay parity in the future.

5,979 bonuses were paid out in the last year. The proportion of males
receiving a bonus was 38%, an increase of 7 percentage points on
the prior year. The proportion of females receiving a bonus was 28%,
an increase of 9 percentage points on the prior year.

Three female leaders in the business were recognised at the
everywoman in Transport and Logistics Awards, our highest level
of performance at an awards event, which showcases progression,
accomplishments and increasing avenues of opportunity within
a traditionally male-dominated industry.

This year, we launched our Shine Programme, a scheme which is
focused on providing opportunities to help potential new colleagues
adapt to a new work lifestyle, through the positive reinforcement
of transferable skills. This programme is focused on communities
including the Armed Forces and their families, the long term
unemployed, those facing barriers into employment and supporting
the rehabilitation of offenders.

In the last year we have been awarded a Silver Award from the
Armed Forces Covenant. Run by the Ministry of Defence, this
employer recognition scheme acknowledged Wincanton for
providing exceptional support to the armed forces and defence
community though recruitment, policies and training.

We participated in a pilot project with HMP Thorncross and Inside
Connections, an organisation which works with individuals who have
experience of the criminal justice system. The pilot programme has
provided employment opportunities for 30 individuals on Release
on Temporary Licence (ROTL). Following the successful pilot, we
are evaluating opportunities where we can expand this programme
across the UK.

We achieved Level 2 Disability Confident Employer status,
a Department for Work and Pensions initiative which recognised our
ability to recruit, retain and develop our disabled colleagues. We
have also worked in partnership with Screwfix and charities ESO and
Mencap to create employment opportunities for individuals with
learning disabilities.

We successfully trialled a new way of conducting diversity and
inclusion training using virtual reality (VR) and will look for further
opportunities to use this engaging and innovative training platform
throughout our business.

Wincanton plc
Annual Report and Accounts 2023

Enriching our communities
Engaging with the community is an important part of embedding our
inclusive culture. Throughout the year we have successfully engaged
with community events and awareness activities.

As part of our commitment to colleagues and their families who
serve in the Armed Forces, we provided the logistics for Brizefest,
a family event held at RAF Brize Norton, where we also showcased
the career opportunities available at Wincanton. Wincanton also
attended Birmingham Pride and our specially liveried vehicle,
‘Proud Mary,’ took part in the parade. As a result of demonstrating
the career opportunities available in our business, and backed by a
targeted social media campaign, we saw an 11.4% increase in visitors
to our careers website.

Wincanton participated in Black History Month, working at a site
level with our catering suppliers to deliver menus representative
of the community, and hosting awareness events at our Innovation
Centre. We also continue to use new and innovative ways to engage
our colleagues, hosting virtual events to highlight our participation in
numerous awareness events, including Domestic Violence Awareness
Month, LGBT+ History Month and International Women’s Day.

We have also launched internal networks for carers and Pride,
supplementing our existing Armed Forces network. We have also
introduced a menopause policy.

Strengthening our supply chain partnerships
Apprenticeships
This year we entered a partnership with Co-op Levy Share, to
bring together funding to support thousands of apprenticeships
across the country. Working with Co-op Levy Share we can help
fund the payment of training and assessment of apprentices and
address the underrepresentation of apprentices from minority
backgrounds. This ambition is complemented by our Apprenticeship
Sponsorship Programme, which launched this year and has opened
apprenticeships to friends and family of Wincanton colleagues, as
well as colleagues at our non-levy paying partner organisations.

Our apprenticeship programmes are designed to develop and
progress internal talent, while balancing a pipeline of external
recruitment to support growth and sustainable succession planning.
We offer over 80 different programmes reflecting the breadth and
diversity of our business. Our apprentices range from 18 to 64 years
of age; 23% are female and 4.9% have declared disabilities. Our
apprenticeship programmes range from driver and warehouse roles
through to specialist areas such as HR and finance, with a focus on
addressing future skills gaps. This year we have seen 108,750 hours
dedicated to apprenticeship learning.

We maintained our apprenticeship numbers over the past year with
approximately 1.9% of our workforce, some 385 active learners’
engaged in programmes. This is in line with consistent learner
numbers since April 2017, which are steady at 1.9% of our colleagues
engaged in apprenticeships.

This year we have seen 70% retention of apprentices after
programme completion, compared to 76% last year. We continue
to deliver night shift apprenticeship programmes due to demand.
A blended style of delivery has made our apprenticeship programmes
more inclusive, enabling colleagues to enrol for an apprenticeship
when before they might have not been able to commit to attending
daytime face to face sessions.

We continue to see colleagues embark on a second, higher level
apprenticeship to further develop their careers within Wincanton, with
some 8.3% of learners completing a second apprenticeship this year.

Our apprenticeship programme continues to be recognised at a
national level. We were shortlisted for Apprenticeship Employer
of the Year at the Personnel Today Awards and for Apprenticeship
of the Year Award at the 2022 Motor Transport Awards.

We cannot thank
the Wincanton
team enough for
their unwavering
support. We really do
appreciate all they
do for us and the
children and families
we support.

Keith Sinclair
Chief Executive of Brainwave

Enriching our communities
We are committed to understanding and reflecting our local
community through engagement events, volunteer work and
charitable partnerships. A stronger link with the communities
in which we work ensures we attract and retain colleagues and
build supply chains which meet the needs of our customers.

In our capacity as the official warehousing and transport
service partner for the construction of EDF Energy’s
Hinkley Point C nuclear power station, we collaborated
with Brainwave, a children’s charity, based in Bridgwater,
Somerset, that supports children with disabilities across the
UK to unlock their potential.

Wincanton’s Hinkley Point C team returned to Brainwave’s
sensory garden in the region for a third year, working hard to
weed, tidy, sweep and paint fences for children and their families
to enjoy a fantastic outdoor space. The team used materials
donated by our customer B&Q.

This year, HRH The Duchess of Edinburgh visited the centre
and met with children and young people who have benefited
from Brainwave’s unique therapy programmes. As part of the
visit, Her Royal Highness viewed the sensory garden and met
Wincanton team members, thanking them for their volunteered
time, labour, materials and equipment. A project of the scale of
Hinkley Point C can have huge effects on the local community,
and as a key supplier Wincanton takes its responsibility for
creating maximum local benefit very seriously.

In collaboration with EDF Energy, Wincanton also works
with Somerset-based social enterprise Discovery to support
autistic people and people with learning disabilities by
providing work opportunities.

Wincanton plc
Annual Report and Accounts 2023

Strategic reportEnvironmental, Social and Governance continued

Early careers
Wincanton has played a prominent role in Generation Logistics,
an industry-led programme of engagement and promotional
activities designed to attract new and diverse talent into careers
in supply chain and logistics. Led by Logistics UK and the Chartered
Institute of Logistics and Transport (CILT), Generation Logistics
encourages the next generation of colleagues to engage with the
opportunities available.

By working in partnership with Generation Logistics, Wincanton has
showcased the work we are already doing to attract new talent to
our industry to schools and universities, and to key government and
parliamentary stakeholders.

We are focused on developing the future skills required in supply
chain and logistics and this year we implemented our Digital
and Technology Graduate Programme, which received over 50
applications in its first eight weeks. We have also appointed
an Early Careers Manager to facilitate the delivery of our early
career strategy.

Developing our people
Onboarding and induction
We have introduced a new onboarding and induction programme,
to encourage engagement and reduce levels of attrition among
our new colleagues. Our Wincanton Welcome focuses on guides
for new colleagues and managers prior to the start of the role, Pulse
surveys for new starters at key milestones, and induction training
for managers, have received a 91% NPS score.

Learning and development
We have delivered 2,016 courses through Elevate, our online
training platform; 13,907 people attended and participated in 10,438
instructor led training hours. New training programmes delivered
include industrial and employee relations and essential management
skills. We have also focused on future skills development, which has
incorporated data, engineering and sales and account management.

We continue to invest in, develop and support our colleagues’ career
paths and our future drivers programme. We also introduced a new
learning management platform this year. MyLearning provides our
colleagues with a more intuitive and accessible learning platform to
ensure we develop, engage and retain the best talent.

Next generation talent
In 2021, we launched our NextGen programme, our development
programme for future generation, high potential leaders. The first
NextGen programme saw 96% of participants promoted within
18 months, with 11.3% promoted to a Director level. The second
programme of NextGen leaders started this year and saw an 80%
increase in participant numbers.

Future drivers programme
We are dedicated to making driving a more inclusive, flexible and
rewarding profession to ensure our customers’ supply chains are
properly resourced and capable of meeting their needs.

Following the successful implementation of our future drivers
programme last year, we have continued to attract, select and train
new drivers. This year some 221 colleagues participated in our future
drivers programme with all participants ultimately qualifying as
drivers. With 48% of this years’ intake aged under 34, and 3% female,
the programme continues to develop a more diverse pool of drivers.

Through the future drivers programme we continue to develop the
careers of our existing colleagues, as well as attracting and training
new colleagues as Wincanton drivers. For example, this year we
began a partnership with Veterans into Logistics, an organisation
which provides training and support for individuals who used to
serve in the Armed Forces who need help in gaining employment
in the logistics sector.

Graduate placements
Our graduate programmes continue to focus on developing the next
generation of leaders in supply chain and logistics; 37% are female
and 20% are from ethnic minority backgrounds. Our graduates
have raised over £30,000 for The Prince’s Trust Million Makers
entrepreneurial challenge, which is changing the lives of young
people across the UK.

40 Wincanton plc

Annual Report and Accounts 2023

Wincanton named HR Team of
the Year
Wincanton’s People team were named HR Team of the
Year at the HR Excellence Awards. Our People team
were rewarded for developing an exceptional network
of 20,300 colleagues who build resilient and responsive
supply chains for our customers.

Wincanton’s achievements in developing the next
generation of supply chain talent, the investments
we make in our people, and the vital role our People
team plays in supporting our growth agenda were
also recognised.

The prestigious panel of judges said they were “hugely
impressed” with the achievements of the Wincanton
People team and that they “really liked the benefits
to the business achieved by having a well-established
people strategy”.

Ben Wrigley, Group Employee Relations Case Manager
at Wincanton, was named HR Future Leader at the
HR Excellence Awards for the impact he has made at
Wincanton. Ben Wrigley joined Wincanton in July 2021 as
Group Employee Relations Manager. Since joining he has
driven a more strategic approach to colleague engagement
across Wincanton. The panel of judges said that Ben “is
clearly built to be an inspirational leader.”

People are at the core
of our success. The
operational excellence
and innovation
we deliver for our
customers cannot be
achieved without our
great people. This is
why we’re especially
proud that our People
team, which supports
our colleagues to be
their very best, has
been recognised as the
leading HR team in the
UK at the HR Excellence
Awards.

Sally Austin
Chief People Officer

Wincanton plc
Annual Report and Accounts 2023

Strategic reportEnvironmental, Social and Governance continued

Governance

Transparent reporting
Learn more about our ESG reporting
including Wincanton’s definitions
of selected GRI categories.

Our Board is accountable for the delivery and success of our ESG
strategy. An ESG Committee chaired by the CEO is in place to focus
on strategy, target setting, performance and communication.

Both the Board and our EMT have completed ESG awareness
sessions during the year to enhance their expertise in ESG and
climate-related change.

The ESG Committee, which meets twice a year, is supported by
working groups, which meet regularly to roll out ESG initiatives and
to address the communication around the programme of work,
including climate-related matters.

The environmental working group consists of relevant representatives
from operations and the Group’s head office with different areas of
expertise and stakeholder interactions relating to sustainability and
climate change.

The Audit Committee has oversight over non-financial disclosures
and assurance, including TCFD reporting in line with leading ESG
frameworks. It also oversees and evaluates the Company’s approach and
controls relating to the prevention and detection of fraud and bribery,
including overseeing the effectiveness of whistleblowing mechanisms.

We have introduced sustainability targets into our remuneration
structures, applicable to our senior management.

We have set the necessary measures and targets to manage our ESG
performance and ensure transparent and consistent reporting. We
are beginning to use standardised measurement systems aligned to
the Global Reporting Initiative (GRI), to enable our stakeholders to
better monitor our ESG performance over the long term and provide
transparency on methodology.

Our governance position relies heavily on the rollout of appropriate
policies with associated compliance training and awareness sessions
run throughout the business, for example modern slavery; GDPR; IT
acceptable use; and Speaking Up.

Our ESG materiality assessment aligns with our principal business
risk heatmap provided on page 60 and is also aligned with our
selected UN Sustainable Development Goals and GRI reporting
described elsewhere in this report.

Wincanton’s Code of Conduct and our compliance programme help colleagues make the right choices

Code of Conduct
– Sets out what we stand

Speaking Up
– Speaking Up is the right

for as a company

thing to do

– Underpinned by a
robust corporate
governance framework

– EthicsPoint provides
our helpline and
reporting portal

– Awareness campaigns

encourage an open and
transparent culture

– Applied across
the Group
wherever we work

– Mandatory training

at induction

ESG governance

Modern slavery
– Modern slavery
statement is on
our website

– Modern slavery

awareness campaigns
and targeted training

– Supply chain risk
assessment and
social audits

Data protection
– Personal data is only

collected and processed
and stored in line with
our Company policies
and legal requirements

– Systems and processes
are assessed before
implementation to
ensure data is securely
processed and stored

Anti-bribery
and corruption
– Zero tolerance policy

– Mandatory e-learning

training module

– Gifts and hospitality
approval process
and register

Board of Directors

Remuneration Committee

ESG Committee

Audit Committee

Risk Committee

– Climate-related targets

– ESG strategy

– TCFD reporting

– Climate-related risks

(carbon reduction)

– ESG target setting

– ESG performance

– Communication

– Non-financial disclosures

– Compliance oversight

Wincanton plc
Annual Report and Accounts 2023

Task Force on Climate-related Financial Disclosures (TCFD)

Task Force on Climate-related
Financial Disclosures (TCFD)

Climate-related change will have long term impacts on our customers, markets and
operations. We manage these climate risks for the long term benefit of our stakeholders.
We have continued to enhance our climate governance, deliver our targets and
communicate our net-zero strategy to our customers at each relationship milestone.

We have integrated our climate-related disclosures throughout this
Annual Report consistent with the TCFD recommendations and have
summarised them in the table below. We have not yet completed
a business resilience analysis through climate scenario modelling
although we have provided some guidance on when and how this
will be done. In addition to the table and disclosures in this report,
we have also provided links to our external ESG reporting website
where more detail on measures aligned to the Global Reporting
Initiative can be found.

Within our sustainability strategy we have set a clear objective
to achieve net-zero carbon emissions by 2040 and have made a
commitment to be the leading third party logistics partner of net-
zero solutions for fleet, property and waste.

As a Group, we have publicly reported our GHG (carbon) emissions
since 2014. This year we moved away from the Carbon Trust Standard
which we had held since 2010 and certified our carbon accounting
and reporting to ISO 14064-1:2018 for the first time using the
Achilles Carbon Reduce process. The Group will continue to refine its
disclosures to enhance our reporting for stakeholders.

TCFD reference

Governance

Wincanton reference

Board oversight of climate-related
risks and opportunities

Our ESG Committee focuses on strategy, target setting, performance and
communication. This management committee is chaired by the CEO and includes a
Non-executive Director to provide additional Board interface.

Page(s)

42 and 58

Management’s role in managing
climate-related risks and opportunities

Ownership of the management of climate-related risks ultimately sits with the Chief
Operating Officer and is managed by the Head of Sustainability. Climate change
risks feature on the principal risk register and this year we emphasised the need to
identify business opportunities presented by climate change.

Strategy

What are our climate-related risks,
in the short, medium and long term?

What is the impact of climate-
related risks and opportunities
on our business, strategy and
financial planning?

How resilient is our business strategy
to different climate scenarios?

Details of climate-related risks are included in the disclosure of principal risks and
uncertainties. We have focused on general summaries of ‘physical’ and ‘transition’
risks with management of ‘transition’ risks providing the main opportunities for
differentiation with our customers.

34 and 64

We have made a commitment to net-zero carbon emissions. We deploy processes
and technologies to reduce our own and our customers’ environmental impact for
the long term. Details are provided in our ESG report.

Wincanton has not yet completed a formal assessment of business resilience
because we are taking time to fully understand our customers’ scenario
planning which will play a key role in shaping the resilience of our business. We
anticipate utilising the IPCC Representative Concentration Pathways (RCPs) and
the associated condition statements to complete this no later than 2024. As
a UK supply chain company for a wide range of sectors, we anticipate that our
customers’ scenario planning will play a key role in shaping the resilience of our
business strategy and our own scenario planning statements.

Risk
management

What are the processes through which
we assess and manage climate-related
risk and how are these integrated into
our risk management programme?

More details can be found in the risk report.

Further details on climate-related principal risks are given with additional
comments on opportunity identification and integration into business strategy
and financial models.

58 and 59

Metrics
and targets

How do we assess the climate-
related risks and opportunities facing
the business?

Our scope 1, 2 and 3 GHG emissions

The targets we use to manage the
risks and opportunities

Climate-related opportunities are considered monthly as part of our strategy
review process.

27 and 58

The environmental section in the ESG report. KPIs for scope 1 and 2 emissions
have been reported in recent Annual Reports. Selected scope 3 emissions
are provided in this Annual Report for the first time with further detail and
explanation on our ESG reporting web page.

Long and short term targets are set out in the environmental section of the ESG
report. ESG-related remuneration targets are included in the Annual Bonus for the
Executive Management Team, specifically relating to health and safety and diversity
and inclusion. A suitable KPI linked to the carbon reduction target has been agreed
with the Remuneration Committee.

Wincanton plc
Annual Report and Accounts 2023

Strategic reportStakeholder engagement

Engaging with our stakeholders

Customers

Colleagues

Shareholders

key customers1

20,300

colleagues

7,740

shareholders

Why they are important
As a leading supply chain partner for UK
business, our customers are at the heart
of everything we do. We are a trusted
partner to many of the UK’s most admired
and essential brands, businesses and
organisations. Our long term relationships
deliver consistent returns.

How and why we engage
Customer engagement is vitally important
to ensure we provide the products and
services our customers require.

– Our Board and EMT regularly visit the
sites and operations we run for our
customers, to better understand how
they operate and the value delivered
to our customers.

– Our account management and business

development teams hold quarterly
review meetings with every one of
our customers to review performance,
identify improvements and ensure we
understand their needs.

– We host events for our customers at
our Innovation Centre at The WEB,
showcasing the latest supply chain
technologies, trends and processes.

Why they are important
We cannot operate and achieve our
strategic goals without an engaged
colleague base that feels appreciated and
is motivated to deliver for our customers.

Our people bring a diverse range of
experience, expertise and perspectives
that contribute to the values and culture
of Wincanton, and are essential for the
delivery of our strategic objectives.

How and why we engage
An engaged team is a productive team,
continually improving and delivering for
our customers.

– Our annual employee engagement
survey, ‘Your Pulse’, enables us to
gather employee feedback and take
timely and responsive action.

– Our colleagues are regularly updated
on our performance and strategy by
our EMT and senior management by
email, virtual meetings and our MyPlace
intranet platform.

– We host employee forums at our sites

where all colleagues are encouraged to
share feedback and have their say. Our
colleagues are also encouraged to share
their concerns and feedback with their
line managers through open and honest
conversations.

Why they are important
Wincanton appreciates the importance
of meaningful dialogue between the
Company and its shareholders. Directors
are accountable to their shareholders:
company law gives rights to shareholders
and certain fundamental decisions taken
in public companies must take place by
resolutions being passed by shareholders
in general meeting.

How and why we engage
– Our Annual General Meeting (AGM)

is an opportunity for shareholders to
meet members of the Board, to receive
company updates and to have their own
questions on performance and strategy
answered.

– The Company website provides up to

date information on business activities
and hosts press releases and share price
information.

– Beyond the AGM, the Board meets with
institutional shareholders and analysts
during the year (see Board engagement
on page 78).

Link to strategy

1 Tier 1 and 2.

44 Wincanton plc

Annual Report and Accounts 2023

Link to strategy

Products and services

Operating model

Markets

People

Communities

Suppliers

Other stakeholders

1m hours’

2,000+

social value to be delivered by 2025

suppliers

Why they are important
Wincanton is a people business, and
we rely on our 20,300 colleagues to
deliver for our customers every day.
Having a workforce that is enriching and
supporting the communities within which
we operate is a fundamental piece of our
continued success.

How and why we engage
Engaging with the community is an
important part of embedding our inclusive
culture. Examples in the past year include:

– receiving a Silver Award from the

Ministry of Defence Armed Forces
Covenant, acknowledging our support
to the defence community through
recruitment, policies and training;

– achieving Level 2 Disability Confident
Employer status for our ability to
recruit, retain and develop our disabled
colleagues;

– participating in a pilot project with
HMP Thorncross and charity Inside
Connections, providing employment
opportunities for 30 individuals on
ROTL; and

Why they are important
A strong ecosystem of suppliers is
important to our business. We rely on
their skills and products to provide vital
services to our customers so we can
meet our shared targets for growth and
development.

How and why we engage
We engage with suppliers on many levels.
Every supplier forms part of a category
which has a dedicated manager and
procurement support.

– We follow the principles of the Prompt
Payment Code for our SME suppliers,
ensuring those suppliers are paid fairly
and on time.

2,500

non-customer visitors to our
Innovation Centre

Why they are important
Active and regular engagement with
the Government, regulators and trade
associations ensures we understand
changing regulatory requirements, as well
as provide industry insight and guidance
for policy development.

How and why we engage
We engage with all regulatory bodies in a
transparent manner.

– We aim to make all regulatory filings
accurately and on time. We have
disclosed engagement with the
Financial Reporting Council (FRC) in our
Audit Committee report (see page 89).

– We insist on our suppliers being

accredited to our assurance platform
which provides Wincanton with an
independent view on their alignment to
our values.

– We work closely with major logistics
and supply chain trade associations
to ensure the voice of supply chain,
logistics and transport in the UK is heard
at the highest level of policy making.

– With our larger suppliers we hold

– We engage with Government

regular reviews with dedicated Account
Managers including quarterly sessions
where we jointly look forward at
industry trends and innovation.

departments and policymakers,
providing insight and guidance for policy
development and implementation.

– We are a Gold Sponsor of Generation

Logistics, an industry campaign
to educate about the exciting
opportunities available in supply chain.

– we worked collaboratively with our

– Recently, we have extended certain

customer Screwfix and charities ESO
and Mencap, to create employment
opportunities for individuals with
learning disabilities.

initiatives to our suppliers, for example the
use of Wincanton’s surplus Apprenticeship
Levy to invest in SME suppliers.

Link to strategy

See the Governance section on page 78 for Board engagement and oversight.

Wincanton plc
Annual Report and Accounts 2023

Strategic reportStakeholder engagement continued

Section 172 statement

Under section 172(1) of the Companies Act 2006 (the Act), Directors are required to explain how they
have performed their duty to promote the success of the Company having regard to the likely long
term consequences of their decisions, their employees’ interests, the Company’s relationships with its
suppliers, customers and others, and any operational impact on the community and environment, whilst
maintaining a good reputation and acting fairly.

The Wincanton Board considers it has fulfilled its responsibilities under section 172 of the Act. It recognises the need to reflect the views of
and impact on the Group’s key stakeholders in its discussions and the decisions it takes. This year such decisions have included investment in
robotics and automation, leases and new business opportunities.

The Board has approved key capital investment decisions including:

Increased capital investment in robotics
and automation
At Greenford
The Board approved a contract which secured an increased amount
of warehouse space and the use of oneVASTwarehouse to manage
peak requirements. An investment of up to £1m was approved for
the Greenford site, primarily for critical WMS upgrades and racking
reconfiguration. Wincanton’s use of continuous improvement
techniques in turn offers larger gainshare opportunities in the
longer term.

The interests of Wincanton’s employees were considered as part of
this decision: the investment provides continued employment to the
current Greenford workforce, whilst the upgrading of WMS increases
job satisfaction for colleagues. Racking reconfiguration makes for a
more efficient working environment.

The decision to invest in this site strengthens the working relationship
with the customer and landlord of the warehouse in question.
Continuation of the bond operation allows wider strategic discussions
to continue with the customer around growth potential.

At Cygnia
The decision to approve a multi-million pound investment in AMRs
at Cygnia is aligned to Wincanton’s overall business strategy as it
accelerates its eCommerce capabilities. The investment should help
future-proof the operation and provide efficiencies. Wincanton now
has a showcase for AMRs which supports future ambitions for growth.
Investing in state of the art automation and robotics technologies
supports the needs of current and future customers, increases
productivity and drives a better customer service experience.

The decision releases the potential for colleagues to be upskilled and
new job opportunities to be created; this is being developed by the
central People and Training teams. There was no risk of redundancy
as contingent labour was reduced as necessary. Considering the
current macro-economic environment, the decision also helps to
de-risk against labour shortages across the UK, reducing reliance on
human resource in an area of high demand and inflationary pressure
on labour costs.

Section 172 considerations

Long term consequences

Employee interests

Relationships with
stakeholders

Community and
environmental impact

Maintaining high standards

Acting fairly
between members

Wincanton plc
Annual Report and Accounts 2023

Capital investment in long term leases
At Motherwell
The Board approved the decision to invest in a long term (15-year)
lease at Motherwell, with a minimum ten year commitment. The
rationale for the site was to support growth on existing customer
contracts and opportunities already identified in the pipeline but
also to act as a Scotland Gateway. The hub supports the Scottish
economy and is expected to create up to 100 jobs including flexible
operational and driver roles. This will build on Wincanton’s ‘People
Campus’ model, its innovative and flexible working and training
solution, which is designed to meet the recruitment and resourcing
challenges being faced in supply chains and logistics.

At Harlow
A new ten year lease was approved at an additional location in Harlow.
This decision supports the Group’s strategy of expansion of the two-
person home delivery service, which in turn supports eFulfilment
growth plans.

Existing employees benefit from this decision: having two local sites
now, rather than just one, means colleagues can move between sites,
providing them and members of the local community with access to
greater job opportunities. This will be particularly relevant when any
major contracts move from one site to another in future.

An existing customer had requested that storage space be released
back to it elsewhere, and so this additional capacity was essential in
order to be able to do so, and to meet the customer’s request. In turn
this decision has strengthened that particular customer relationship.
In addition, the extra capacity has helped extend existing contractual
relationships and secure new customers, both of which are critical
for the long term success of the Company.

A new warehouse operation in Ireland with IKEA
as the anchor client
The decision to create this new operation was taken recognising the
opportunity to grow market share and offer a pipeline of potential
growth in a new market. A long term (15 year) lease, with a minimum
five year commitment to the country allows Wincanton time to build
a multi-customer Ireland operation with minimal risk.

The Board recognised that this investment will generate a
requirement for local level employment of up to circa 130 colleagues,
creating a positive impact on the local community. In addition, it
brings opportunities for the UK IKEA team to help in a large scale
project in a new territory, plus potential opportunities to relocate.
Through scale, it helps Wincanton create a greater infrastructure for
its Irish business overall, with the appointment of a Country Manager
and better central support functions, such as HR.

Wincanton already has a valued partnership with IKEA in the UK and
this decision strengthens that relationship and builds on Wincanton’s
reputation for high standards as well as being a trusted partner, as
demonstrated by having the exclusive rights to this opportunity.

Employee engagement

Stewart Oades is
Wincanton’s Non-
executive Director
with responsibility for
workforce engagement.

Each year he sets out a schedule
to meet with diverse groups
of employees at different sites
and reports back to the Board,
summarising this work annually.

Between those formal reports, he is in touch with the Chief
People Officer to raise issues and clarify points raised at those
sessions. He brings the voice of the workforce into Board
discussions as appropriate, at each Board meeting. Stewart
responds to questions about his work over the last 12 months.

Last year, you stated your objectives were to
continue to focus on the participation of a broad
range of employees, not just geographically, but by
experience, role and sector. Have you achieved that?

Yes. I am pleased that I have managed to have meaningful
engagement with a diverse group of colleagues over the
past 12 months, including warehouse workers, drivers,
shift managers and administrators.

How would you say your approach has changed over
the last year?
We have continued to learn lessons from experience
and this year I visited both new and long-established
operations, across the country, to see whether
engagement differed dependent on tenure. As a result,
we have doubled the number of engagement events over
the previous year. We have also kept to smaller groups
as those proved more effective.

Are there any clear themes coming out of these
engagement events?
Latterly, the macro-economic environment has figured
strongly in discussions: colleagues are naturally concerned
about levels of pay and increasing customer demands,
which in turn have an impact on workplace pressure. I am
encouraged by the constant interest in training: the quality
of it, the opportunities for it and the desire for more of it. It
is clear that face to face training is truly valued by colleagues
and the People team has already taken that away to consider
how to best address it. From the feedback received, there is
more work to be done around the areas of communication
and career development.

Colleagues have voiced their frustrations to me about
the implementation of the new payroll system. Particular
issues include the additional pressure on line managers
to both get up to speed with the new way of working,
and to understand how to rectify errors or find the right
assistance at short notice. The Board is aware of the
challenges faced by the business in this regard and is
maintaining oversight of this project.

Another theme is the perceived dilution of a Wincanton
identity felt by some colleagues particularly on larger
sites where customer integration is very strong. I have
fed back to the People team that our ongoing work on
culture and talent retention should take this into account
and consider how to nurture the Wincanton identity
more effectively for our people at these customer sites.

What have been some of the practical outcomes
from these engagement sessions?
The People team has specific responsibilities to address the
points raised in the engagement sessions. I am very pleased
to confirm what we have already put in place as a result:

– In 2022 we introduced three new management

programmes: New Manager Skills Induction, Wincanton
Welcome, and Essential Management Skills. We also
introduced a comprehensive New Manager Guide for
all managers. This new guide and the development
programmes will be supported later in the year, with a
focus on bringing to life and embedding our Wincanton
values and desired behaviours.

– We now have over 200 Employee Engagement

Champions across the business that have received
training for the role and support to develop the skills
required to facilitate local engagement forums.

– We have introduced a three-tier engagement action

plan which outlines the Group level, sector specific and
localised commitments to action. These are tracked
and supported by the Engagement Champions.

– In response to our employee feedback, a new Learning
Management System will be introduced in the first
quarter of 2023 to replace the existing platform. This
will provide easy access to all employees through single
sign-on and is a modern, engaging tool for our learners,
accessible from any portable or office located device.
This allows learners to access developmental materials
both for routine compliance training and for their own
personal development aspirations, at a time and place
that suits them.

Throughout 2023, we will undertake a programme of
roadshow activities at sites to share all our development
programmes and opportunities. This will help reinforce
the career path work that was previously introduced to
help people consider their career journeys.

A strong focus on learning and development will be
driven throughout 2023 and a communications plan and
campaign calendar have been developed with support
from our internal marketing and communications team.
This should ensure we engage as broadly and deeply into
the business as possible on all things learning related.

Pleasingly, our colleagues have noticed the Chief
Executive and Executive and Senior Management Team
members getting out and into sites to help improve
engagement throughout the business.

What is next, both for you and for the workforce
engagement programme?
I will be stepping down from the Board later this year as
I have reached the limit of my tenure as a Non-executive
Director under the Code. I will be handing over the
workforce engagement work to our new NED. I’m sure
they will enjoy it as much as I have. It’s a great way to
learn about the business and our dedicated, hardworking
colleagues.

wincanton.co.uk/why-wincanton/our-people/

Wincanton plc
Annual Report and Accounts 2023

Strategic report

Key Performance Indicators

Measuring performance

Wincanton tracks its progress against a mix of financial
and non-financial measures, which we believe best reflect
the delivery of our strategy.

Financial performance indicators

Revenue

£1,462.0m

+2.9%

2023

2022

2021

2020

2019

1,462.0

1,421.4

1,221.9

1,201.2

1,141.5

Link to strategy

Underlying profit before tax1

£62.1m

+ 6.9%

2023

2022

2021

2020

2019

62.1

58.1

Profit before tax
before non-
underlying items.

47.2

52.8

49.3

Net cash/(debt)1

£13.2m

+£9.5m

Consolidated
Group revenue.

2023

13.2

2022

2021

3.7

11.9

Borrowings and other
financial liabilities
net of cash and cash
equivalents, excluding
lease liabilities.

(10.1) 2020

(19.3)

2019

Link to strategy

Profit before tax

£38.2m

(30.3)%

2023

2022

2021

2020

2019

38.2

54.8

46.2

43.8

48.6

Statutory IFRS profit
before tax.

Link to strategy

Underlying earnings per share1

42.5p

+4.2%

2023

2022

2021

2020

2019

42.5

40.8

32.0

36.1

33.5

Earnings per share

26.9p

(30.1)%

Profit for the year
attributable to
Wincanton plc
shareholders before
non-underlying items
and related tax, divided
by the weighted
average number of
shares in issue.

2023

2022

2021

2020

2019

26.9

38.6

31.5

31.1

34.5

Profit for the year
attributable to
shareholders divided by
the weighted average
number of shares in issue.

Link to strategy

1 Alternative performance measure - see page 56 and Note 3 to the consolidated financial statements.

Wincanton plc
Annual Report and Accounts 2023

Link to strategy

Products and services

Operating model

Markets

People

Non-financial performance indicators

Lost Time Injury Frequency Rate (LTIFR)

Employee engagement (scored 1 to 10)1, 2

0.31

2023

2022

2021

0.31

0.33

0.32

Number of lost time
incidents per 100,000
hours worked.

6.9

2023

2022

2021

6.9

6.7

The score out of ten for
employee engagement
from our annual employee
survey, ‘Your Pulse’.

Link to strategy

Diversity and inclusion2, 3

7.7

2023

2022

Scope 1 and 2 carbon intensity (kgCO2e/£m revenue)

225

7.7

7.6

The score out of ten for
our core diversity and
inclusion question from
our annual employee
survey, ‘Your Pulse’.

2023

2022

2021

225

235

270

The total scope 1 and 2
carbon emissions from
managed supplies per
unit of revenue.

Link to strategy

1 Our employee engagement score was previously expressed as a percentage. From this year onwards we will report the score out of ten.

2 2023 score as at 18 May 2023.

3 In 2022, we introduced a new core diversity and inclusion question to our employee survey. Responses are scored on a scale of one to ten.

Wincanton plc
Annual Report and Accounts 2023

Strategic reportChief Financial Officer’s review

Group delivers record underlying
profit before tax

The Group delivered
12.6% Underlying
EBITDA growth and
6.9% Underlying PBT
improvement, against
a challenging external
environment.

Tom Hinton
Chief Financial Officer

Financial review
The Group’s revenue of £1,462.0m in the year ended 31 March 2023
was 2.9% higher than the prior year (2022: £1,421.4m). This is a
strong achievement against a challenging economic environment
and in particular compares to the prior year that saw strong volumes
across our Grocery & Consumer sector. The Group continued to
secure high value new business, although this new revenue was
offset by a number of contract losses, particularly within our book of
standalone transport contracts. Revenue increased across all sectors
with the exception of Grocery & Consumer, however, this sector
secured a significant five-year Sainsbury’s contract which is expected
to contribute to future growth.

Positive cash flow performance is reflected in net cash of £13.2m
(2022: net cash £3.7m). The net pension asset has increased to
£114.7m (2022: £114.5m) with net assets at £59.1m (2022: £63.6m).
We have also successfully extended our revolving credit facility (RCF)
for a further year to March 2027.

The key financial aspects are outlined below with the results
presented on an underlying basis, excluding non-underlying items, to
provide a better understanding of the performance. Reconciliations
to statutory numbers are set out in the Alternative Performance
Measures section at the end of this review and Note 2 to the
accompanying financial statements which also includes details of the
items reported as non-underlying in the current and prior year.

Despite macro-economic headwinds and the inflationary pressures
noted in the first half of the year, the Group delivered growth of
6.9% to achieve a record level underlying profit before tax of £62.1m
(2022 £58.1m). It was also able to improve its underlying profit
margin by 10bps to 4.2% (2022: 4.1%).

Wincanton plc
Annual Report and Accounts 2023

Financial performance summary

Revenue

Underlying EBITDA1

Underlying EBITDA margin (%)1

Net financing costs

Underlying profit before tax1

Underlying profit before tax margin (%)1

Non-underlying items2

Profit before tax

Income tax

Profit after tax

Underlying EPS

Basic EPS

Closing net cash (£m)

Dividend per share3

2023
£m

2022
£m

1,462.0

1,421.4

Change

2.9%

12.6%

70bps

108.3

7.6%

(6.6)

(31.8)%

58.1

4.1%

(3.3)

54.8

(6.9)

47.9

40.8p

38.6p

3.7

12.0p

6.9%

10bps

(624%)

(30.3)%

27.5%

(30.7)%

4.2%

(30.3)%

257%

121.9

8.3%

(8.7)

62.1

4.2%

(23.9)

38.2

(5.0)

33.2

42.5p

26.9p

13.2

13.2p

1 The section on Alternative Performance Measures (APMs) below and Note 3 of the consolidated financial statements provide further information on these

underlying measures, including definitions and a reconciliation of APMs to statutory measures.

2 Details of items reported as non-underlying in the current and prior year are included in the section headed non-underlying items below and in Note 3 of the

consolidated financial statements.

3 The final dividend for FY23 is proposed and subject to shareholder approval.

The Group delivered revenue of £1,462.0m (2022: £1,421.4m) for the year ended 31 March 2023 achieving growth of 2.9%, which was a solid
performance.

The Group achieved its highest ever underlying profit before tax of £62.1m despite a challenging macro-economic environment. The Group’s
underlying profit margin has strengthened to 4.2% (2022: 4.1%) despite headwinds of labour and fuel costs, and other inflationary pressures,
which are mostly mitigated across our business model and strategy. Revenue from open book contracts which provide protection from price
increases was 73.5% (2022: 72.1%) of our total revenue. Furthermore, for the majority of our closed book contracts, contract renegotiations
have been completed in the year with price increases agreed at an average of 6%.

Statutory profit before tax of £38.2m (2022: £54.8m) is impacted by non-underlying items primarily reflecting a strategic transport
reorganisation and cloud computing configuration and customisation costs. Profit after tax for the year on a statutory basis decreased to
£33.2m (2022: £47.9m), a reduction of 30.7%.

Underlying EPS, which excludes earnings from non-underlying items, increased by 4.2% to 42.5p (2022: 40.8p), reflecting increased profits.
Basic EPS decreased by 30.3% to 26.9p (2022: 38.6p).

Sector revenue

eFulfilment

Public and Industrial

Grocery and Consumer

General Merchandise

Total

2023
£m

254.1

285.2

512.5

410.2

2022
£m

223.2

284.2

517.6

396.4

1,462.0

1,421.4

Change
%

13.8%

0.4%

(1.0)%

3.5%

2.9%

As a key strategic sector, eFulfilment grew 13.8% (7.6% excluding the full year trading for Cygnia). The organic growth includes the new business with
The White Company and the extension of the Group’s relationship with Wickes. This growth is offset by the softening in core eFulfilment volumes, in
line with the well-publicised decline in consumer demand. The sales pipeline has presented some good prospects for continued growth.

The Public & Industrial sector delivered flat full year revenue year on year. The sector had growth from public sector contracts with Defra
for border checks and clearance, and the DHSC contract which started at the end of the last financial year. Share of wallet growth with long
term customers such as BAE and Howdens also contributed to the sector’s performance. This growth in non-transport activity is offset by the
volume reduction in construction transport, with customers moving towards more in-house fleet and spot market haulage.

The net reduction in Grocery and Consumer reflects the softening in consumer demand, impacting both warehouse and retail transport
activity levels, against a particularly strong comparator. General Merchandise grew 3.5% primarily from the wins from prior year with Primark
and MGA Entertainment. Similarly, the sector also saw a reduction in core volumes from lower consumer demand.

The contractual split of open to closed book business remains relatively unchanged with 73.5% under open book terms compared to 72.1%
in the prior year. The Group continues to seek to balance the relative risks and opportunities presented under the different contractual
arrangements. From a transport perspective, the Group will focus on its on 4PL offering, together with supporting open book dedicated
networks. This refocused transport offering necessitates a move away from closed book arrangements, where we have no protection, as the
risk is unduly balanced towards Wincanton’s balance sheet.

Wincanton plc
Annual Report and Accounts 2023

Strategic reportChief Financial Officer’s review continued

Net financing costs

Interest income

Interest on the net defined benefit pension asset

Interest expense

Unwinding of discount on provisions

Interest on lease liabilities

Net financing costs

2023
£m

0.2

3.4

(5.5)

(0.6)

(6.2)

(8.7)

2022
£m

–

1.1

(2.1)

(0.4)

(5.2)

(6.6)

Change
£m

0.2

2.3

(3.4)

(0.2)

(1.0)

(2.1)

Net financing costs were £8.7m (2022: £6.6m), £2.1m higher year on year. Interest expense relates primarily to bank interest payable under the
Group’s Revolving Credit Facility (RCF) which has increased by £3.4m to £5.5m, primarily reflecting increased bank base rate seen over the last
12 months but also indicates higher utilisation of the Group’s RCF following the Cygnia acquisition made in the prior year. The total amount
also includes higher amortisation of commitment and arrangement fees of £1.3m (2022: £0.7m) following the renegotiation of the facility in
March 2022.

Interest on lease liabilities has also increased by £1.0m to £6.2m which also reflects higher incremental borrowing rates on new leased assets.

Non-cash net interest income of £3.4m (2022: £1.1m) relates to the net defined benefit pension asset which is significantly higher in the year
due to a higher opening asset surplus at 31 March 2022.

Non-underlying items

Restructure and impairment of transport related assets

Cloud computing configuration and customisation costs

Acquisition related costs

Amortisation of acquired intangibles

Release of warranty provision

Gain on disposal of businesses

Net profit on disposal of assets and freehold property

Total

2023
£m

(19.5)

(3.2)

(0.5)

(1.1)

–

0.4

–

2022
£m

–

(4.1)

(1.0)

(0.6)

1.0

0.9

0.5

Change
£m

(19.5)

0.9

0.5

(0.5)

1.0

(0.5)

(23.9)

(3.3)

(20.6)

During the year, the Group has undertaken a strategic restructure of its transport operations recognising a restructuring charge of £19.5m
to the income statement (2022: £nil). The Group is seeking to move to a digitally enabled transport system and this restructure triggered
the Group to reconsider its current cash generating units (CGU) from an impairment perspective. The Group has recorded an impairment of
£19.1m relating to both right-of-use assets and computer software used primarily around closed book contracts. The restructuring charge also
includes £0.4m of redundancy related costs as the Group seeks to exit closed book contracts.

Cloud computing configuration and customisation costs relate to a major systems implementation which initially went live in August 2022.
Additional costs have been incurred as the Group implemented Phase 2 which was the migration of its payroll from an outsourced provider
to the in-house Oracle Fusion platform. The payroll implementation started in October 2022 and has been carefully managed around peak
periods, albeit some challenges have been presented. The payroll team continues to work with an integration partner to progress system
defects and rationalise processes further. Additional costs are expected in FY24 relating to the implementation of additional modules
and associated restructuring considered critical to maximise the benefits of the new system. A further cash cost of approximately £4m is
expected to be charged to non-underlying items relating to the completion of the project over the next 12 months.

The Group has incurred acquisition related costs which are primarily professional fees totalling £0.5m in relation to M&A activities. The
prior year amount of £1.0m relates to the acquisition of Cygnia. All acquisition related costs have been expensed as required by accounting
standards and recognised within non-underlying items.

The Group has recognised a gain of £0.4m (2022: £0.9m) arising from contingent consideration recognised on the Group’s disposal of its
Containers business in October 2020. The contract terms allow for further sums to be received until January 2024.

Also in the prior year, gains relating to the disposal of a number of specialist vehicles, not required for ongoing operations, and a release of a
warranty provision, where the claim was considered to be remote, were treated as non-underlying.

Wincanton plc
Annual Report and Accounts 2023

Taxation

Underlying profit before tax1

Underlying tax charge

Non-underlying tax

Tax charge as reported

2023
£m

62.1

(9.7)

4.7

(5.0)

2022
£m

58.1

(7.5)

0.6

(6.9)

Change
£m

4.0

(2.2)

4.1

1.9

Effective tax rate on underlying profit before tax

15.6%

12.9%

(270bps)

1 Refer to the Alternative Performance Measures section at the end of this review and Note 3 of the consolidated financial statements.

The underlying tax charge of £9.7m (2022: £7.5m) represents an underlying effective tax rate (ETR) of 15.6% (2022: 12.9%) on underlying
profit before tax and is stated before net tax credits of £4.7m (2022: £0.6m) in respect of non-underlying items. Corporation tax paid in the
year was £8.8m (2022: £3.3m).

The ETR is lower than the statutory rate of 19.0%, in part due to the Government incentive of the super capital allowance scheme of 130%
on qualifying assets up to 31 March 2023. The benefit of this deduction has reduced underlying tax by £1.9m resulting from the permanent
deduction of 30% on qualifying capital spend. In addition, the Group has optimised the use of tax losses and will accelerate tax payments to
benefit from the change in tax rates from 19% to 25% from 1 April 2023, as well as recognising tax losses that were previously unrecognised
benefiting the underlying tax by £0.9m and £0.4m respectively. The Group expects to use further tax losses in FY24 to reduce the cash tax
payments as the tax rate increases to 25% from 1 April 2023.

Profit after tax and earnings per share
Underlying profit before tax for the year increased by 6.9% to £62.1m (2022: £58.1m) due to the increased revenue as outlined above. There
was also a smaller contribution to underlying profits resulting from improved margins across the Group, following the implementation of
cost control measures and contract renegotiations completed in the year. This increase was partially offset by increased net financing costs,
principally due to higher interest payable on leases and the Group’s external borrowings.

Underlying profit after tax for the year is £52.4m (2022: £50.6m). The increase of 3.6% reflects the increase in underlying profit before tax
offset by an increase in the underlying effective tax rate from 12.9% to 15.6% as explained above.

Profit after tax for the year on a statutory basis decreased to £33.2m (2022: £47.9m) which is as a result of the increased non-underlying costs
following the review of the Group’s transport business model and customer proposition. Non-underlying credits relate to the consequential
gains on business disposals.

Underlying EPS, which excludes earnings from non-underlying items, increased by 4.2% to 42.5p (2022: 40.8p). Basic EPS decreased by 30.3%
to 26.9p (2022: 38.6p).

The calculation of these EPS measures is set out in Note 5 to the accompanying financial statements. The weighted average number of shares
used in the calculation of basic EPS is impacted by shares issued and purchased during the year related to share options, and for diluted EPS,
by share options in issue not yet exercised.

Dividends and dividend policy

Interim

Final1

Total

2023
pence

4.4

8.8

13.2

2022
pence

4.0

8.0

12.0

1 The final dividend for FY23 is proposed and subject to shareholder approval.

In setting the dividend, the Board considers a range of factors, including the Group’s strategy (including downside sensitivities), the current
and projected level of distributable reserves and projected cash flows, including cash payments to the pension scheme and deferred payment
arrangements.

The Board is proposing a final dividend of 8.8p per share (2022: 8.0p), which, together with the interim dividend of 4.4p per share (2022:
4.0p), will result in a total dividend per share for 2023 of 13.2p per share (2022: 12.0p). The proposed final dividend is subject to approval by
shareholders at the Annual General Meeting on 12 July 2023 and if approved by shareholders, will be paid on 11 August 2023 to shareholders
on the register on 14 July 2023. The estimated final dividend amount to be paid is £11m and in accordance with Adopted IFRS has not been
included as a liability in these statements.

Dividend payments in the year total £15.3m (2022: £14.3m).

Wincanton plc
Annual Report and Accounts 2023

Strategic reportChief Financial Officer’s review continued

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

Non-current assets (excluding pension assets)1

Net current liabilities (excluding net cash)

Non-current liabilities (excluding pension liabilities and borrowings)

Net cash (excluding lease liabilities)

Net pension asset (excluding deferred tax)

Net assets

2023
£m

310.4

(161.4)

(217.8)

13.2

114.7

59.1

2022
Restated1
£m

329.2

(156.9)

(226.9)

3.7

114.5

63.6

Change
£m

(18.8)

(4.5)

9.1

9.5

0.2

(4.5)

1 The comparative for non-current assets has been restated following an error in relation to right-of-use assets and associated lease liabilities, as explained in

Note 1 to the consolidated financial statements.

The decrease in net assets of £4.5m since 31 March 2022 relates primarily to the movement on the right-of-use asset value which has
decreased by £16.4m to £176.2m (2022: £192.6m) and a reduction in intangible assets by £5.3m, primarily due to the restructure of the Group
transport and the impairment of transport related assets as explained in the non-underlying section above. The decrease is in part offset by a
reduction non-current liabilities and an increase in net cash.

Revenue growth and good cash management have led to the Group reporting a net cash position of £13.2m at 31 March 2023 (2022: £3.7m net cash).

Cash flow and net debt/cash
Net cash at 31 March 2023 was £13.2m (2022: net cash £3.7m), reflecting a net cash inflow of £9.5m over the intervening 12 months. Free cash
flow, defined as the movement in net debt/cash before acquisitions, pension payments, dividends and the purchase of own shares, was an
inflow of £48.6m (2022: £54.0m).

Underlying EBITDA1

Working capital

Tax

Net interest

Other items

Repayment of obligations under leases

Capital expenditure

Proceeds from asset disposals

Free cash flow

Pension payments

Dividends

Own shares acquired

Acquisition:

– Consideration

– Additional net assets acquired

Increase/(decrease) in net cash

2023
£m

121.9

4.1

(8.8)

(5.7)

0.3

(48.7)

(16.5)

2.0

48.6

(20.1)

(15.3)

(3.7)

–

9.5

2022
£m

108.3

6.0

(3.3)

(5.2)

(2.7)

(40.8)

(11.2)

2.9

54.0

(18.5)

(14.3)

(1.8)

(23.9)

(3.7)

(8.2)

Change
£m

13.6

(1.9)

(5.5)

(0.5)

3.0

(7.9)

(5.3)

(0.9)

(5.4)

(1.6)

(1.0)

(1.9)

23.9

3.7

17.7

1 Refer to the Alternative Performance Measures section at the end of this review and Note 3 of the consolidated financial statements.

Working capital movement in the year resulted in an inflow of £4.1m (2022: £6.0m) driven mainly by good cash management, the mix of
revenue growth from both new and existing customers on favourable terms, and a timing difference on payables supporting growth.

The Group paid cash tax in the year of £8.8m, benefiting from super capital allowances together with tax deductions received on pension
contributions. This amount includes additional tax of £3.9m, paid in April 2022, in relation to FY22 as a consequence of group tax losses being
deferred until future years to benefit from the higher rate of tax of 25% from 1 April 2023.

Net interest costs have increased reflecting the increased bank base rate seen over the last 12 months but also due to higher utilisation of
the Group’s RCF following the Cygnia acquisition made in the prior year. The amount also includes higher commitment and arrangements fees
totalling £1.3m under the Group’s RCF renegotiated in March 2022 and extended for a further one year to 2027 in March 2023.

Other items of £0.3m (2022: £2.7m) comprise non-cash items relating to net movements on provisions and share-based payment charges
in the year. It also includes cash costs relating to the upgrade of our finance and HR systems and acquisition related expenses, offset by
contingent consideration from a historic disposal.

Wincanton plc
Annual Report and Accounts 2023

Capital expenditure of £16.5m (2022: £11.2m) relates predominately to mobilising and expanding contracts for customers. Examples include
Primark and BAE, and further investment in automation and innovation in our eFulfilment sector primarily at The WEB, in Rockingham and
Cygnia. The Group also invested in the expansion of its two-person home delivery network through the new facility at Harlow.

Net proceeds from asset disposals of £2.0m relate to the disposal of sundry vehicles. In the prior year, the net proceeds of £2.9m primarily
relate to the sale of a number of specialist vehicles and other assets previously recorded as held for sale.

The cash contributions to fund the pension deficit in the current year to 31 March 2023 were £20.1m (31 March 2022: £18.5m) net of
administration costs of £0.6m (2022: £0.7m).

Equity dividends of £15.3m (2022: £14.3m) were paid in the year. As noted above, the recommended final dividend for the year ended 31
March 2023 will result in an estimated cash outflow of £11m in the first half of the year ended 31 March 2024.

The Group acquired one million of its own shares for £3.7m (2022: 500,000 shares for £1.8m) to provide shares for the Employee Benefit Trust
in respect of its long-term incentive plan commitments.

Financing and covenants
The Group has a £175.0m (2022: £175.0m) committed RCF which has been extended by one year on the same terms as the existing facility
and now matures in March 2027. The headroom in these committed facilities in addition to net cash of £13.2m at 31 March 2023 was £175.0m
(2022: £150.0m) and is used to provide liquidity during uncertain macro-economic times as well as being available to support profit and cash
flow enhancing opportunities in the medium term. The Group also has a receivables purchase facility (RPF) and operating overdrafts which
provide day to day flexibility, amounting to a further capacity of up to £50m and £5.0m respectively in uncommitted facilities. At 31 March
2023, utilisation of the Group’s non-recourse RPF was £4.3m (2022: £4.1m).

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

Covenant

Leverage ratio

Interest cover

Fixed charge cover

Ratio

At 31 March 2023

At 31 March 2022

<3.0:1

>3.5:1

>1.4:1

0.5

17.1

2.6

0.7

38.8

2.7

The calculation of these covenants and reconciliations to reported numbers are included in Note 10 to the accompanying financial statements.

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

Defined benefit arrangements
The Wincanton plc Pension Scheme (the Scheme) includes defined benefit sections which were closed to future accrual on 31 March 2014.

The Group has reported an IAS 19 net asset of £114.7m (£86.0m net of deferred tax) at 31 March 2023 (2022: £114.5m, £85.9m net of
deferred tax).

£m

Assets

Liabilities

Net pension asset

Discount rate (%)

31 March 2023

30 September 2022

At 31 March 2022

891.1

(776.4)

114.7

4.75%

1,256.4

(1,188.8)

67.6

2.0%

1,208.3

(1,093.8)

114.5

2.7%

The movement in the net defined benefit asset in the year was primarily the result of the impact of external market factors. The reduction in
liabilities in the year is driven by the increase in the discount rate which has been consistently calculated using high yield corporate bond rates.
The assets have had a corresponding decrease as they are 98% hedged to movements in the liability. The deficit funding contribution in the
year, net of expenses, was £20.1m (2022: £18.5m).

The estimated actuarial deficit on a technical provision basis has reduced to £12.0m at 31 March 2023, compared to £37m at 31 March 2022.
At 31 March 2023, the Scheme’s investments were split between 24% in return-seeking assets and 76% in defensive assets. The inflation and
interest rate risks facing the Scheme are hedged to mitigate the quantum of any future movements in the actuarial valuation.

The sensitivities of the present value of the Scheme obligations to changes in the key actuarial assumptions have been assessed; a decrease of
1.0% in the discount rate has been estimated to increase the surplus by £35m.

Wincanton plc
Annual Report and Accounts 2023

Strategic reportChief Financial Officer’s review continued

Defined contribution arrangements
The Group’s defined contribution arrangements include the
Retirement Savings Section, including the Auto Enrolment
section, and the Pension Builder Plan in the UK, a separate similar
local scheme in Ireland and Cygnia contributions to a Master
Trust. The charge incurred for these arrangements total £38.6m
(2022: £36.7m).

Contingent liabilities
From time to time, the Group is notified of legal claims in respect of
work carried out and the potential exposure can be material. Where
management believes we are in a strong position to defend these
claims and the likelihood of an outflow of economic benefit is not
probable, no provision is made.

In the prior year, the Group had received notification of a potential
claim from a former customer and remains in the early stages of
defending this claim. At this time, the Group considers that it is not
probable that any claim will result in an outflow of economic benefit.
The Group is actively seeking further information to substantiate the
allegations made. Given the early stage of the legal and commercial
process, it is not practicable to make an estimate of the potential
financial impact. In parallel, the Group continues to work with its
insurance providers to confirm coverage if required.

Going concern
The financial statements have been prepared on a going concern
basis. Having considered the ability of the Company and the Group
to operate within its existing facilities and meet its debt covenants,
the Directors have a reasonable expectation that the Company
and the Group have adequate resources to continue in operational
existence for the foreseeable future.

In determining whether the financial statements can be prepared on
a going concern basis, the Directors considered the Group’s business
activities, together with the principal risks and uncertainties, likely to
affect its future performance and position. The review also included
the financial position of the Group, its cash flows and adherence to
its banking covenants.

The Board has also considered a base case and a severe downside
case which includes the impact of the above sensitivities. In both
scenarios, the Group has adequate headroom in existing bank
facilities to meet its liabilities as they fall due, and it complies with
the financial covenants under its committed borrowing facilities
throughout the forecast period.

The Directors have considered the impact of climate-related matters
on the Group’s going concern assessment, and do not expect this
to have a significant impact on the going concern assessment
throughout the forecast period to 30 September 2024.

Further details are provided in Note 1 ‘Accounting policies’ in the
accompanying financial statements.

Alternative Performance Measures
The Alternative Performance Measures (APMs) or underlying results
reported in this announcement represent statutory measures
adjusted for items which management considers could distort the
understanding of performance and comparability year on year.

APMs are used by the Board to assess the Group’s performance and
are applied consistently from one period to the next. They provide
additional useful information for shareholders on the underlying
performance and position of the Group but should not be viewed
in isolation. Additionally, underlying profit before tax is used in
determining annual bonus payments and underlying EPS is used as
a key performance indicator for most awards under the Long Term
Incentive Plan (LTIP) share incentive scheme. These measures are
not defined by IFRS and are not intended to be a substitute for IFRS
measures. Wincanton’s underlying measures may not be comparable
to similarly titled measures used by other companies.

The Group presents underlying EBITDA, operating profit, profit
before tax and EPS which are calculated as the statutory measures
stated before non-underlying items. These are items which the
Directors consider separate disclosure would assist both in a better
understanding of the financial performance achieved and in making
projections of future results. A balanced approach to both gains and
losses is applied, to be both consistent and clear in the accounting
and disclosure of such items.

The Board considered and modelled the following sensitivities in
considering the Group’s ability to continue as a going concern:

The Group identifies items as non-underlying based on the
following principles:

– a deterioration in trading performance together with a delay in

receipts and a major customer going into administration;

– an increased competitive environment, leading to lower

contractual wins and higher losses;

– an outflow in relation to a commercial dispute; and

– an increase in finance charges resulting from an increase in the
base rate as well as the withdrawal of the Group’s RPF facility.

– items that are significant in nature. The event or transaction is
clearly unrelated to, or only incidentally related to, the trading
activities of the Group or the event or transaction would not
reasonably be expected to recur in the foreseeable future; and/or

– items that are significant in size. The event is considered

significant in size and therefore distorts the underlying results.

In addition, the Group will always disclose the items below as non-
underlying items:

– amortisation charges relating to acquired intangible assets;

– profits or losses arising on the disposal of continuing or

discontinued operations;

– adjustments to amounts previously reported as non-

underlying; and

– the tax impact of non-underlying items.

Wincanton plc
Annual Report and Accounts 2023

Further details of underlying results and the definition of non-underlying items can be found in Note 2 to the accompanying financial statements.

EBITDA refers to earnings (operating profit) before interest, tax, depreciation of property, plant and equipment and right-of-use assets and
amortisation of finite-lived intangible assets. This measure also excludes the impact of impairment of non-current assets.

Other APMs used which relate to cash flow are net debt/cash and free cash flow. Net debt/cash is the sum of cash and bank balances, bank
loans and overdrafts and other financial liabilities excluding lease liabilities. Note 7 to the accompanying financial statements provides a
breakdown of net debt/cash for the current and prior year. Free cash flow is defined as the movement in net debt/cash before acquisitions,
pension payments, dividends and purchase of own shares.

The table below reconciles the APMs to the statutory reported measures.

2023

Non-
underlying
£m

Statutory
£m

Underlying
£m

2022

Non-
underlying
£m

–

1,462.0

1,421.4

(3.7)

118.2

–

(20.2)

(23.9)

–

(23.9)

4.7

(19.2)

8.1%

(71.3)

46.9

(8.7)

38.2

(5.0)

33.2

26.9

13.2p

13.2

108.3

7.6%

(43.6)

64.7

(6.6)

58.1

(7.5)

50.6

40.8p

12.0p

3.7

–

(2.7)

–

(0.6)

(3.3)

–

(3.3)

0.6

(2.7)

Underlying
£m

1,462.0

121.9

8.3%

(51.1)

70.8

(8.7)

62.1

(9.7)

52.4

42.5

13.2p

13.2

Statutory
£m

1,421.4

105.6

7.4%

(44.2)

61.4

(6.6)

54.8

(6.9)

47.9

38.6p

12.0p

3.7

Revenue

EBITDA

EBITDA margin (%)

Depreciation, amortisation and impairments

Operating profit

Net financing costs

Profit before tax

Income tax

Profit after tax

Earnings per share1

Dividend per share

Net cash excluding lease liabilities

1 Refer to Notes 3 and 9 to the consolidated financial statements.

Tom Hinton
Chief Financial Officer
19 May 2023

Wincanton plc
Annual Report and Accounts 2023

Strategic reportRisk report

How we manage risk

The ESG Committee
provides additional
scrutiny of the
management and
reporting around our
climate related risks.

Lyn Colloff
Company Secretary

The Board sets the policy for managing risk in the business.
It recognises the importance of having effective policies and
procedures for identifying, actively monitoring, mitigating and
managing the financial and non-financial risks facing the Group.

By regularly reviewing the Group risks, which are derived from the
detailed operational risks identified across the Group by the sectors
and the functions, and satisfying itself that these risks are managed
within the Group’s risk appetite, the Board ensures that the Group’s
risk exposure remains appropriate and links to the effective delivery
of its strategic objectives.

The Board has ultimate accountability for the execution of risk
management and internal control systems, with the Executive
Management Team responsible for execution of the management
of risk throughout the Group.

The Risk Management Committee provides assurance regarding the
management of Group and operational risks. The Financial Assurance
Committee provides assurance regarding the management of
financial risk. The newly formed ESG Committee also provides
oversight of the climate-related risks.

The Board has delegated responsibility for the monitoring and
reviewing of the effectiveness of the Group’s risk management and
internal control systems to the Audit Committee. Assurance over
the effectiveness of these systems is provided through regular
management reporting to the Audit Committee. The process for
controlling risk emphasises ongoing evaluation and monitoring by
the management teams at each appropriate level: sector, specialist
function and Group.

All risks are assessed using an ‘impact and likelihood’ model; the
heatmap shown on page 60 is a summary of where the current score
for each principal risk resides on that model. The outcome of the risk
management process is moderated through the Risk Management
Committee in the first instance. Both the Risk Management
Committee and the Audit Committee undertake ‘deep dives’ into
specific risk areas with the relevant risk manager to ensure that
management of the risk is understood and the mitigation actions
and scoring are challenged. All open actions are regularly monitored
until closed.

Climate related risks are considered in exactly the same way as other
operational risks within the business and feature on the principal risk
register; see page 64. Ownership of climate-related risks ultimately
sits with the Chief Operating Officer and is managed by the Head of
Sustainability.

We have adopted a proactive approach to the management of
emerging issues and horizon scanning with sectors and central
functions providing early identification through a number of routes.
These include weekly operational trading updates; twice weekly
EMT touchpoints; monthly EMT meetings; and sector reviews. The
ESG Committee is also given sight of the climate-related risks for
its input. Externally, potential risks are picked up from sources such
as media scanning, and legal and market updates.

Risks arising in the business are routinely reported through the
regular information flow to the Board.

As part of our ongoing strategy process, customer markets are
monitored closely to identify changes, using internal and external
KPIs. The Board considers the output from this process as part
of its annual strategy review.

Wincanton plc
Annual Report and Accounts 2023

The Group manages risk by operating a three lines of defence risk
and control model.

The first line of defence consists of operational management
implementing and maintaining effective risk identification,
reporting, management and internal control systems. This ensures
risk management remains an integral part of the Group’s day to day
operations and facilitates the escalation of significant risks as and
when they are identified.

The second line of defence consists of the subject matter expert
functions which, in addition to supporting operational management
in its own specialist areas, also maintain their own risk registers. The
second line also includes the EMT, Risk Management Committee and
Financial Assurance Committee which regularly review the Group
risks and other strategic risks affecting the Group and perform deep
dive reviews on specific risk areas.

Internal Audit, which forms the third line of defence, is empowered
to provide an independent assessment of the effectiveness of risk
management and internal control systems, as well as identifying
areas for improvement. The Audit Plan has been built with reference
to the principal risks. The audit assignments planned for the coming
year include providing assurance on all of the principal risks.

The Internal Audit function reports directly to the Audit Committee
Chair to ensure maintenance of its independence and objectivity.
These lines of defence also include the Group’s whistleblowing
reporting system, which enables employees to raise concerns over
ethics and compliance matters.

In support of our ‘people’ focus in our strategic deliberations this
year, Internal Audit will be providing a summary of culture indicators
that it encounters in audit assignments which will be reported to the
Audit Committee.

Three lines of defence

Board/Audit Committee

Executive Management Team

Risk Management Committee

Financial Assurance Committee

ESG Committee

First line of defence
Management controls

Internal controls

Policies and procedures

Control risk
self-assurance

Second line of defence
Assurance

Financial assurance

Information security

Health, safety and
environmental
assurance and business
continuity planning

Transport compliance

Defence compliance

People assurance

Risk management

Data protection
compliance

Third line of defence
Internal Audit

Annual Audit Plan

Wincanton plc
Annual Report and Accounts 2023

Strategic reportRisk report continued

Risk heatmap
Current risk assessments taking account of current mitigations.

n
a
t
r
e
c

t
s
o
m
A

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l

e
k

d
o
o
h

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l
e
k
i
L

e
t
a
r
e
d
o
M

y
l

e
k

i
l

n
U

e
r
a
R

Impact/likelihood

Scores

FY23

FY22

New Group
risk

Very low

Low

1 Pension

Moderate

Impact

High

Very high

Maximum score for an almost
certain event with a very high
impact is 25.

8 Significant health, safety or environmental incident

2 Recruitment and retention

9 Failure to develop appropriate business systems

3 Legal and regulatory compliance

10 Managing customer contracts and delivery of service

4 Cyber security

5 Significant market changes

6 Business continuity management

7 Climate-related risks

11 Failure to achieve strategic transformational change
through adoption of robotics, automation and new
product offerings

12 Economic effects such as inflation, customer confidence

and spending

Principal risk and uncertainties
The Group maintains a register of Group (or Principal) risks and
uncertainties which are identified as either: financial; reputational;
operational; legal/compliance; strategic; or climate-related risk
types. The Group’s risk management framework is structured to
ensure that risks are identified promptly by management teams so
that they are mitigated and managed appropriately in support of
the delivery of the Group’s strategic plan. The risks identified are
documented and measured, including the ownership of individual
risks. Data from this process has been aggregated and used as the
basis for the Group’s principal risk disclosure on pages 63 to 65.

The risks are regularly reviewed and exposure is rated in terms
of both gross risk (before mitigation) and current risk (after
mitigation), which allows the Group to identify risks that are heavily
dependent on internal mitigating controls and to allocate resources
appropriately. Risks are also given a target risk score which, along
with an action plan, sets out where each risk is targeted to move to
within a 12 to 18 month time horizon. Following this process ensures
the Board and management teams can monitor progress to reduce
risk within the business.

The Board has overall responsibility for risk management, for
determining the risk appetite in relation to the risk types, for
implementation of the risk management policy and for reviewing
effectiveness of the risk management systems. The Risk Management
Committee is chaired by the Company Secretary and meets to review
the Group risk register entries and make recommendations regarding
any new or emerging risks and any potential impact taking account of
the risk appetite and the ability of Wincanton to manage such risks.

The Board accepts that in order to achieve its strategic objectives
and generate suitable returns for shareholders, it must accept and
manage a certain level of risk. It undertakes an exercise, at least
annually, to consider the nature and level of risk it is prepared
to accept to deliver the strategy. Risk appetite is set across the
risk types directly relevant to the Group, supported by high level
risk assertions and parameters which set out how our people
are expected to work across each category of risk. The resulting
assessment of risk appetite is set out in the table on page 61.

Conclusion
By following the risk management processes outlined above, the
Board considers it has performed a robust assessment of principal
and emerging risks.

Wincanton plc
Annual Report and Accounts 2023

Risk appetite

Process
The risk appetite statement details the Group’s approach to risk and includes a series of risk assertions, together with the risk
parameters within which we expect our people to work. Compliance with the risk appetite statements for each of the group risks
is assessed six monthly through the risk management process, moderated by the risk management team and challenged by the
Risk Management and Audit Committees. The Board reviews the risk appetite statement annually.

Risk appetite statement
Our markets are subject to disruption by new market
entrants based on advances in technology and
automation. We continue to pursue ambitious growth
plans increasing revenue and margin and transforming
the capabilities of the Group, thus changing its market
perception. We are willing to accept a controlled level of
risk to increase the likelihood of achieving or exceeding
our growth and transformational objectives.

Risk appetite varies depending on the risk type
The Board’s appetite for risk varies depending on the
risk type. The Group measures risk by estimating the
potential financial impact. The Board has a low tolerance
for compliance, reputational or finance-related risk.
Conversely, it has a higher tolerance for strategic
risk (growth and transformation). Prevailing market
conditions are taken into account when setting the
risk appetite.

Risk type

Risk assertion

Risk parameter

Risk appetite

Financial

We will manage or avoid situations or actions that
might adversely impact the integrity of financial
reporting or the strength of our balance sheet.

It is a critical requirement that financial reporting
complies with relevant accounting standards and
is fair, balanced and understandable.

Reputational We will manage or avoid negative press or media

coverage which will adversely impact the way that
Wincanton is perceived or adversely affect the
share price.

Legal/
compliance

We will ensure we comply with all legal
requirements and manage or avoid situations or
actions that could have a negative impact on our
reputation or our brand.

It is also imperative that financial risk is limited
to between 1% and 2.5% of operating profit.

It is imperative that the Wincanton reputation
or share price is not impacted by media or
press comment.

There is no tolerance for breaches of:

– legislative or statutory requirements;

– delegated authority levels;

– policies and procedures; or

– health, safety and environment regulations.

Low

Operational

We will train and develop our people to ensure
they have an inclusive working experience and
understand The Wincanton Way of working.

The management of our assets must be
considerate and commensurate with the benefits
we aim to achieve.

Moderate

We will manage our property assets to make
the best use of space and maximise the return
from premises.

We will manage our vehicle assets in a safe and
considerate way, in order to maximise the return
from each asset.

Climate

We will limit our impact on the climate in any
way we can identify, subject to mitigation being
available at commercial scale.

Strategic

We will not pursue growth at any cost. We will
expect reasonable margins and returns on capital.

We will work with our suppliers and our customers
to offer climate friendly solutions in our transport
and warehouse operations, as they become
available.

We will pursue our growth strategy to meet
our market growth objectives. We aim for high
operating margins in our eFulfilment and Public
and Industrial sectors (our growth markets).

Moderate

High

Wincanton plc
Annual Report and Accounts 2023

Strategic reportRisk report continued

Viability statement
In accordance with provision 31 of the 2018 UK Corporate
Governance Code, the Directors have assessed the prospects
and financial viability of the Group and have concluded that they
have a reasonable expectation that the Group will be able to
continue in operation and meet its liabilities as they fall due over
the period of the assessment. They have assessed the viability of
the Group over a three year period to 31 March 2026, taking into
account the Group’s current position and the potential financial
and operational impact of the principal risks documented on
pages 63 to 65 of the Annual Report, in severe but plausible
scenarios. The Board carried out a robust assessment of the
principal risks facing the Group, including those that would
threaten its business model, future performance, solvency
or liquidity.

The Board has determined that a three year period is an appropriate
period over which to provide its viability statement. This period is
consistent with the approach last year and aligns with the Group’s
annual planning and forecasting process, which is led by the CEO
and CFO with input from operational and central support functions.
It is also consistent with the Group’s debt cycle reflecting historical
refinancing which typically occurs one year prior to the expiry date.

We believe that this presents the Directors and readers of
the Annual Report and Accounts with a reasonable degree of
confidence over the longer term outlook. The Directors have no
reason to believe the Group will not be able to meet its liabilities
as they fall due over a longer period.

Scenarios tested include the following:

Risk modelled

Description and assumptions

Global economic
event

A challenging economic environment, in particular a further global
pandemic causing either a temporary or national lockdown disrupting
the supply chain, with the Group suffering from lower revenue
and profits

Principal risks

Business continuity

Economic effects such as inflation, customer
confidence and spending

Sales: Severely reduced sales with a slow recovery

Costs: Increased volatility

Cash: Reduced cash collections impacting free cash flow

Growth and retention The Group could lose a major customer as it fails to renew a rolling

or fixed contract. The loss could also have a wider impact on reputation
thus impacting other new wins

Managing customer contracts and delivery
of service

Significant changes to operating environments

Sales: Reduced sales from major customer with 50% fewer wins and
50% higher losses

Profit: Decrease in margins due to reduced trading wins

Operational
performance

The ability to run a disciplined and efficient operating model is key and
any lack of controls or ability to capture the correct costs could impact
the Group’s overall margin

Recruitment and retention

Legal and regulatory compliance

Costs: Increased costs for labour and supplies adversely impacting
gross margin

Customer claim

The contractual terms with which Wincanton engages with its customers
can be complex, reflecting the nature of the services offered. As such,
it is plausible that a dispute could arise leading to potential outflow

Profit: Legal settlement leading to loss of profit

Cash: Significant one-off outflow of cash to cover settlement and
legal fees

Significant changes to operating environments

Cyber security

Legal and regulatory compliance

Significant changes to operating environments

Managing customer contracts and delivery
of service

Executing strategy

The inability to execute strategic change with the adoption of
automation and robotics despite significant investment which leads
to reduced confidence in delivery and damaged reputation.

Failure to achieve strategic
transformational change

Failure to develop appropriate
business systems

Combined scenarios

The highly unlikely event of the combination of a number of the above scenarios occurring at the same time

The Directors have considered the potential impact of climate
change on the viability assessment. The impact of regulatory
change resulting from the effort to mitigate climate change
has been considered and built into the Group’s forecasts, which
include cash outflows from the purchase of carbon offsetting
credits. However, there is not considered to be a significant
risk of climate change causing a significant downturn in cash
flows across the Group over the viability assessment period and
therefore no specific sensitivities relating to climate change have
been considered over and above the scenarios above.

Having conducted this viability scenario testing, the Directors
have concluded that none would impact the Group’s ability to
meet its liabilities in full as they fall due. The Group would have
sufficient liquidity and adequate headroom in the bank facilities
and compliance with the Group’s financial covenants would not
be affected. In the highly unlikely situation that all downside

scenarios occurred simultaneously, only one of the covenants (net
debt:EBITDA) would be breached at one testing point (31 March
2023). The facility headroom at 31 March 2023 was £175.0m.

In severe but plausible scenarios, mitigating actions are all
within management’s control and could include reductions
in discretionary spend such as management bonuses or
capital expenditure.

Based on this assessment, the Directors have a reasonable
expectation that the Company and the Group will be able to
continue in operation and meet liabilities as they fall due over
the three year period to 31 March 2026.

Lyn Colloff
Company Secretary
19 May 2023

Wincanton plc
Annual Report and Accounts 2023

Principal risks and uncertainties of the Group

1. Pensions

2. Recruitment and retention

Description
The Group has a significant Defined Benefit
Pension Scheme. The employer contribution
levels required and the value of the pension
fund itself are subject to: financial market
conditions, global economic and political
matters, demographic factors, expected
future investment returns and the legal
and regulatory environment. Significant
adverse changes in any of these factors
could alter the value and lead to a material
change in cash contributions, and/or the
repayment period, regulatory intervention,
or a combination thereof.

These changes could impact the cash flow
and profitability of the Group and restrict
its ability to invest in the business, pay
dividends and repay debt.

Controls and key mitigations
The Group has undertaken steps to mitigate
its exposure to financial market movements
and macro-economic conditions. The Defined
Benefit section of the Scheme was closed to
future accrual in 2014, to cap the risk.

The Group maintains a strong working
relationship with the Trustee, which is
responsible for managing the fund and setting
the investment strategy. This strategy is
intended to reduce investment risk through
an appropriate level of matching between
assets and liabilities in the Scheme. Hedging
is reviewed to ensure it mitigates the impact
of inflation and interest rate movements. The
Group and the Trustee engage high quality
external fund managers and actuaries, and
have separate legal, covenant and audit
advisers to support and inform their decision
making. Together they have agreed an
appropriate level of annual contributions
to the Scheme and contingency plans to
protect the Scheme in the event of adverse
developments.

The objective is to ensure that the Group
meets its commitments to pensioners and the
Scheme and that recovery contributions are
affordable and sustainable for the Group. The
triennial valuation started on 1 April 2023. Any
increase in contribution may impact the level
of investment the business has at its disposal.
Management is exploring longer term
strategies to materially reduce the impact of
the Scheme’s financial impact on the Group.

Accountability
Risk owner: Chief Financial Officer

Risk manager: Director of Treasury,
Tax and Insurance

Description
The Group employs a large workforce
from drivers to warehouse operatives to
executive talent. Failure to retain people
with the right skills, competencies, and
values needed to operate and grow the
business would impact the long term
success of the Group. The labour market
remains competitive due to the continuing
risk of inflation and the increased cost
of living.

Controls and key mitigations
The Group has a strong and highly capable
People function to monitor and maintain a
high standard of recruitment and a regular
appraisal process, based on key competencies.
It reviews and refreshes strategies and
processes for recruitment and retention,
monitoring vacancies, future requirements
and utilising data to manage and adapt the
service provision. The Group has established
relationships with preferred agencies to
provide contingency workforce. Regular
engagement surveys are completed to ensure
feedback is received from our people and
the scores are monitored as a KPI. The SID
visits sites to bring employee feedback into
the boardroom. Talent and development
are supported by a dedicated team to
ensure people at all levels have access to
our comprehensive training programme
and development opportunities. Rewards
are reviewed against market practice to
ensure they remain competitive. The Board
and Nomination Committee closely monitor
and review the Board, executive and senior
management strategies for succession
planning and review the Group’s talent pool
on a regular basis.

Accountability
Risk owner: Chief People Officer

Risk manager: Group Learning and
Development Director

3. Legal and
regulatory compliance

Description
The Group must comply with a wide range
of regulations and legislation to provide its
services and solutions. Failure to comply
with the required standards could lead to
significant legal claims and regulatory actions,
sanctions, removal of licences and permits,
penalties and fines. It could also lead to
significant operational disruption or result
in reputational damage to the Group and our
customers and potential harm to the Group’s
employees or property.

Controls and key mitigations
Policies and processes are in place
throughout the Group to ensure systems,
operations and central functions comply
with relevant areas of legislation. The
Governance, Risk and Compliance
function monitors emerging legislation
and determines any potential impact
to the Group and its policies, controls,
communications and training provision.
Second-line oversight by central functions
reviews the operation of controls and
their effectiveness, including reviewing of
Group policies, as a minimum, annually or
in response to legislation change. External
expert advice is sought as appropriate.

Processes and controls around sanctions
and money laundering have been tightened
in light of the current climate.

The Wincanton Way, our code of conduct,
helps our employees understand their
obligations with regard to legislation and
regulation.

Awareness sessions are regularly
distributed in different formats across the
business to ensure our colleagues know the
legal and regulatory risks we face and we
undertake appropriate colleague training
to ensure legal compliance.

The Group also has a whistleblowing policy
supported by training and awareness.

Accountability
Risk owner: Company Secretary

Risk managers: Deputy Company Secretary
and Head of Compliance

4. Cyber security

Description
The Group is aware of cyber risk and its
potential for disrupting our business and
that of our customers. A cyber security
incident could impact the Group’s operational
performance and reputation through
the application of penalties, fines and/or
regulatory action.

Controls and key mitigations
The Group routinely assesses cyber risk and
has established comprehensive information
security controls to reduce our exposure.
Controls include but are not limited to:
vulnerability management, penetration
testing, regular audits and routine access
reviews. Increased controls have been
implemented through the year.

Awareness sessions are regularly held
across the business to ensure our colleagues
remain vigilant.

Accountability
Risk owner: Chief Operating Officer

Risk manager: Head of IT Security and Risk

Wincanton plc
Annual Report and Accounts 2023

Strategic report

Risk report continued

5. Significant market changes

– cost pressures due to additional process
steps, increased staffing costs and lost
economies of scale; and

– new low and zero carbon technology and
infrastructure requiring higher capital
expenditure;

Description
The Group provides services in a
competitive and complex environment,
with large customers. The Group faces
commercial pressures to renew and win
business with acceptable levels of margin
in order to deliver sustainable growth and
returns. These pressures may stem from:

– changes in customer appetite for

outsourcing services;

– strategic or behavioural changes in
the competition, which may impact
market pricing;

– new disruptors, in particular the
emergence of new technologies;

– customer business models can be

affected by customer confidence and
the geopolitical situation; this may have
a knock-on effect on volume pass-
through; and

– loss of long standing and/or key

customers whose contribution to the
Group profit is significant.

Controls and key mitigations
The Group regularly reviews its wins,
losses and renewals pipeline to ensure that
appropriate new business wins are secured
to reach the sales targets.

The Group has clear sector sales and
development strategies, with accountability
to deliver.

A Group-wide key account management
process has been introduced in the year
to ensure consistency of approach.

Accountability
Risk owner: Chief Customer and
Innovation Officer

– liquidity pressure due to delayed

receipts, potential customer failure
and availability of financing.

Controls and key mitigations
The Group operates a strong programme
office which enables rapid, controlled
responses to the changing landscape.
Business continuity plans are in place
across all areas of the business. These
plans identify the requirements that may
be needed for each area of the business to
function under a wide range of scenarios.
The plans are mobilised as the situation
evolves and include:

– a new enterprise-wide business

continuity system and associated
processes implemented in the year;

– close liaison with customers to adapt

processes and requirements to ensure
continuity of service;

– the redeployment of resources across

business areas;

– interaction with government and

industry bodies to ensure regulatory
requirements are understood and best
practice is being adopted;

– strong focus on cash management

and a close relationship with financial
stakeholders; and

– extensive impact analysis and downside
scenario testing. Please refer to the
viability statement on page 62 and
the basis of preparation note in Note
1 Accounting policies in the financial
statements on page 127.

Accountability
Risk owner: Chief Financial Officer

Risk manager: BCP Manager

Risk manager: Commercial Director/Sector
Managing Directors

7. Climate-related risks

6. Business continuity
management

Description
The Group has committed to keeping its
customers, colleagues and communities as
safe as possible, while continuing to play
a vital role in delivering essential goods
throughout the UK. There remains risk of
a denial of access situation and/or global
pandemics and events.

Risks to our operations include:

– labour shortages due to denial of service,

illness and other absence;

– inability to deliver contracted services

due to regulatory or safety requirements;

– loss of revenue and profit due to business

interruption, reductions in customer
volumes or customer failure;

64 Wincanton plc

Annual Report and Accounts 2023

Description
The use of fossil fuels and the associated
release of greenhouse gases have led to
rising average global temperatures with the
associated physical risks such as flooding
and drought.

The UK target of net-zero carbon emissions
by 2050 came into force in 2019. The
interim UK carbon budgets and targets
associated with the 2050 goal will result in
legislation, taxation and incentive changes
to the business, investment and consumer
landscape that represent material risks and
opportunities for Wincanton.

Risks to operations include:

– physical risks such as more extreme

weather events and regional flooding;

– changing policy on fuel duties and

taxation, leading to increased costs for
carbon intensive fuels;

– consumer preference and awareness
driving changes to our customers’
sourcing criteria and targets;

– loss of customers if we are complacent

in this area; and

– poor response to climate related risks

leading to reputational damage and loss
of business.

Controls and key mitigations
The Group has launched a sustainability
strategy which leads on climate and other
environmental risks. It develops net-zero
propositions which offer both mitigation
and new opportunities for engagement
with our customers. The Group has also
made changes to its ESG policy and
governance statements to increase visibility
and transparency on climate and other
environmental risks. We have enhanced our
ESG and environment programme office
which enable sustained, positive action
towards our goals and targets; course
correction in response to performance
indicators; and new propositions and
opportunities in response to technology
developments.

Actions taken include:

– setting our own short, medium and long

term carbon emissions targets;

– development of long term roadmaps

with sector specific technology solutions;

– liaison with customers to propose and

develop lower and zero carbon solutions;

– achieving a carbon neutral two-person
home delivery service through carbon
offsetting;

– engagement with government and

industry bodies to ensure regulatory
requirements are well defined; and

– establishment of a strategic procurement

process with our supply chain and
innovation partners.

Accountability
Risk owner: Chief Operating Officer

Risk manager: Head of Sustainability

8. Significant health, safety
or environmental incident

Description
The Group operates in environments which
have the potential to be hazardous to
people or property if not actively managed.
A failure to manage these risks properly
could result in injury or death and/or
damage to property and the environment.
Should such an event occur it could lead
to regulatory action, fines, withdrawal of
licences, site closures and damage to the
Group’s reputation. All of these outcomes
have the potential to impact the Group’s
ability to win and do business.

Controls and key mitigations
The Group has detailed health, safety and
environment procedures and processes
in place and employs health, safety
and environment teams at all business
locations. A second-line health, safety
and environment team track accident
and incident rates, leading indicators
and roll out seasonal accident reduction
programmes.

The Group undertakes regular training
and assessment programmes, monitors
business records and completion of risk
self-assessments, analyses all ‘near miss’
reporting, undertakes routine audits and
performs investigations where necessary.
Health, safety and environmental reports
are reviewed at Board level.

Accountability
Risk owner: Chief Operating Officer

Risk manager: Group Operations Director

9. Failure to develop
appropriate business systems

Description
The Group provides secure, highly available
and innovative technology solutions,
which enable our business and those of
our customers. The potential inability to
meet the expectations of our business
and customers could impact our growth/
profitability objectives, and lead to
reputational damage and contractual
implications leading to loss of custom,
penalties, fines and/or regulatory action.

Controls and key mitigations
The Group continues to develop its IT
and technology products, services and
capability aligned with our product focused
business strategy.

Our strategic focus remains on delivering
robots, automation and our transport
and supply chain Control Tower products,
whilst rationalising and connecting our
application portfolio to ensure we have
the right technology solution. Active
decommissioning and replacement of
legacy systems reduces risk.

Our organisational structure has been
strengthened to support the delivery
of our strategy.

Accountability
Risk owner: Chief Customer
and Innovation Officer

Risk manager: Product Director

10. Managing customer
contracts and delivery of service

Description
Commercial contractual terms within our
day to day operations can be complex and

requires a high level of familiarity with
the detail.

Changes within our customers operations
must be reflected throughout our
contractual relationship.

Colleagues’ pay and conditions have
traditionally been managed locally which
has resulted in a payroll which is complex
and difficult to operate.

Controls and key mitigations
Support from the operational and legal
teams is available to site management to
ensure contract terms are understood
and clearly handed over to new and or
promoted colleagues performing the role
of contract management on sites.

A centralised contract management system
has been introduced to increase oversight.

Training has been rolled out to operational
teams to ensure awareness of the need to
keep contractual arrangements current.

Accountability
Risk owner: Chief Operating Officer/Chief
People Officer

Risk manager: Group Financial Director/
Head of People Services

11. Failure to achieve strategic
transformational change through
adoption of robotics, automation
and new product offerings

Description
If Wincanton is unable to sufficiently adopt
robotics and automation, there is a risk to
the business of:

– not being competitive, leading to

losing renewals and not winning new
business; and

– customers deploying new technology
themselves, leading to the loss of
revenue and margin.

Controls and key mitigations
– A wide pipeline of projects covering the

business to ensure good coverage;

– Engagement of sector Managing

Directors to put robotics and automation
at the forefront of our service offerings;

– Our organisational structure has been

strengthened to support the delivery of
our strategy;

– Engagement of sales and solutions team

in new business opportunities;

– Sufficient resource and approach
to be able to proactively handle
opportunities at pace.

Accountability
Risk owner: Chief Customer and
Innovation Officer

Risk manager: Product Director,
Automation and Robotics

12. Economic effects such as
inflation, customer confidence
and spending

Description
The Group operates across a broad range
of markets and sectors which have been
impacted by the current inflationary and
interest rate pressures.

These pressures may stem from:

– increased competition for renewals and

new business as customers increase their
focus on costs;

– reduced volumes as markets contract
from reduced consumer spending;

– a challenge to our existing business

models with a transfer of risk towards
closed book contracts;

– increased costs resulting from key

supplier failures; and

– loss of revenues and profit from

customer failure.

Controls and key mitigations
The Group regularly reviews economic
opportunities and threats, its core
market sectors, key customer and
supplier performance and its competitive
environment. This includes, but is not
limited to, regular reviews with customers
and suppliers, collaborations to leverage
new technologies and Group resources
to manage or mitigate external economic
factors and performance. The business model
is developed through open book contracts
and cost escalation clauses on closed book
operations.

Accountability
Risk owner: Chief Financial Officer/
Chief Operating Officer

Risk manager: Group Financial Director

Trends

Link to strategy

Increasing

Products and services

Static

Markets

Reducing

Operating model

People

Strategic Report signed on behalf
of the Board

James Wroath
Chief Executive Officer
19 May 2023

Wincanton plc
Annual Report and Accounts 2023

Strategic report

Governance

Introduction from the Chair

Our corporate governance statement for 2023

During the year, we have
welcomed a new CFO
and have started work on
recruiting a new NED to join
us when Stewart Oades leaves
Wincanton later in 2023.

Sir Martin Read CBE
Chair

Dear shareholder
On behalf of the Board, I am pleased to introduce the Group’s
corporate governance statement for 2023. In the reports that follow,
we set out our activities during the year, explain our governance
arrangements and detail how we have applied the provisions of the
UK Corporate Governance Code 2018 (the Code).

Further information on the Code can be found on the FRC’s website
at www.frc.org.uk.

Board and Committee evaluation
The Board and its Committees continuously monitor their own
performance and seek to improve their effectiveness. This year, an
external assessor led the evaluation exercise. Details of the process
and outcomes are set out on page 83. I am pleased to say that there
continues to be an open and questioning Board environment, good
diversity of experience and thought and that the Board operates
well as a team.

Board balance and composition
A detailed review of our Board balance and composition was
completed by the Nomination Committee in the year. Further details
can be found on page 83.

Changes to the Board
In August 2022 we welcomed Tom Hinton as our new Chief Financial
Officer. Tom’s recruitment and induction process are detailed on
page 80. His biography can be found on page 70.

Stewart Oades, our SID, will be retiring from the Board later this year
as he is reaching the end of his third three year term. We shall miss
his wise counsel. At the time of writing, the Nomination Committee
is engaged in recruiting a new NED.

Gill Barr, currently Chair of the Remuneration Committee, will
take Stewart Oades’ place as SID and Debbie Lentz will become
Chair of the Remuneration Committee in Gill Barr’s place. The
expectation is that the new NED will take on the role of workforce
engagement director.

Environmental, social and governance
As mentioned last year, we have set up an ESG Committee to focus
on strategy, target setting, performance and communication. This is
a management committee, chaired by the CEO, but includes a NED
(Debbie Lentz) to provide an additional interface to the Board. Good
progress has been made, with notable efforts directed in the social
arena, for example the launch of our ‘Million Hours’ goal. Further
details on our Environmental, social and governance work are
provided on pages 30 to 42.

Our stakeholders
The Board places great emphasis on ensuring that the Group can
deliver on its strategy and is operating in the best interests of the
Group’s stakeholders over the long term. On pages 44 to 46 you can
read how we continue to meet our statutory obligations to ensure
that the interests of all our stakeholders are considered and how we
engage with them.

As a people-driven business, Board engagement with employees
continues to be a focus for us. Stewart Oades, our SID, has been
leading our employee engagement programme which supports the
Board’s relationship with the wider workforce. On page 47 you can
read about the engagement events and the outcomes that have
resulted from this programme.

AGM
Our AGM will be held as an in-person event this year at 11:00 am on
Wednesday 12 July 2023 at our London office. Details are given in
the AGM Notice.

Sir Martin Read CBE
Chair
19 May 2023

Wincanton plc
Annual Report and Accounts 2023

Summary of compliance

Our compliance with the 2018 Code

In accordance with the Listing Rules of the UK Listing Authority, the Board confirms that throughout
the year and as at the date of this report, the Company has complied with the Principles and Provisions
set out in the 2018 UK Corporate Governance Code (the Code).

This report, together with the Audit Committee and Nomination Committee reports, the Directors’ Remuneration report, the Strategic report
and the Directors’ report, sets out how we have done that.

Board leadership and company purpose

Code Principle

How we comply

A A successful company is led by an effective and entrepreneurial Board,
whose role is to promote the long term sustainable success of the
Company, generating value for shareholders and contributing to
wider society.

See our s172 statement on page 46.

More information about Board leadership can be
found on page 70.

B The Board should establish the Company’s purpose, values and

strategy, and satisfy itself that these and its culture are aligned. All
Directors must act with integrity, lead by example and promote the
desired culture.

C The Board should ensure that the necessary resources are in place for
the Company to meet its objectives and measure performance against
them. The Board should also establish a framework of prudent and
effective controls, which enable risk to be assessed and managed.

Read about our culture and how the Board monitors it
on page 77.

Our values are set out in our Code of Conduct and on
our website.

See our Audit Committee report on page 84, and risk
management framework on page 59.

D In order for the Company to meet its responsibilities to shareholders

See Board engagement on page 78.

and stakeholders, the Board should ensure effective engagement with,
and encourage participation from, these parties.

E The Board should ensure that workforce policies and practices are
consistent with the Company’s values and support its long term
sustainable success. The workforce should be able to raise any matters
of concern.

Our Code of Conduct and our Corporate Framework set
out the Group’s values and policies. Read more about The
Wincanton Way on our website, www.wincanton.co.uk/
sustainability/the-wincanton-way/

Division of responsibilities

Code Principle

How we comply

F The Chair leads the Board and is responsible for its overall effectiveness

in directing the Company. They should demonstrate objective judgement
throughout their tenure and promote a culture of openness and debate.
In addition, the Chair facilitates constructive Board relations and the
effective contribution of all Non-executive Directors, and ensure that
Directors receive accurate, timely and clear information.

G The Board should include an appropriate combination of Executive
and Non-executive (and, in particular, independent Non-executive)
Directors, such that no one individual or small group of individuals
dominates the Board’s decision-making. There should be a clear
division of responsibilities between the leadership of the Board and the
executive leadership of the Company’s business.

H Non-executive Directors should have sufficient time to meet their
Board responsibilities. They should provide constructive challenge,
strategic guidance, offer specialist advice and hold management
to account.

The SID leads a discussion with the rest of the Board to
ensure the Chair’s effectiveness is kept under review.
The SID feeds back any areas of concern from this
process. There were no concerns in this regard.

Biographies of Board members are on pages 70 and 71.

As at the date of this report, there are six NEDs and two
Executive Directors.

See governance framework on page 73.

The roles of CEO and Chair are set out on page 74.

See meeting attendance chart on page 75.

Board members’ external directorships are covered in
their biographies on pages 70 and 71.

Wincanton plc
Annual Report and Accounts 2023

GovernanceSummary of compliance continued

Division of responsibilities continued

Code Principle

How we comply

The Board, supported by the Company Secretary, should ensure that it
has the policies, processes, information, time and resources it needs in
order to function effectively and efficiently.

The Directors are provided with appropriate
documentation one week in advance of each Board
or Committee meeting. Papers include a trading
update, and reports on people matters, health and
safety, regulatory and governance matters, financial
performance, and papers where a decision or approval
is required.

The Board reviews the support provided to it along
with the processes followed and the value of the Board
papers as part of the Board evaluation (see pages 80
and 83). This year all were found to be working well.

Composition, succession and evaluation

Code Principle

How we comply

J Appointments to the Board should be subject to a formal, rigorous
and transparent procedure, and an effective succession plan should
be maintained for Board and senior management. Both appointments
and succession plans should be based on merit and objective criteria
and, within this context, should promote diversity of gender, social
and ethnic backgrounds, cognitive and personal strengths.

Appointments to the Board of Wincanton are made on
the recommendation of the Nomination Committee.
See page 80 for details of the NED search underway.

Due consideration is given to the outcome of the annual
Board evaluation, the review of skills, experience and
diversity and informed succession planning.

Enhanced Board diversity data can be viewed
on page 81.

K The Board and its Committees should have a combination of skills,

Changes to the Board are set out on page 66.

experience and knowledge. Consideration should be given to the
length of service of the Board as a whole and membership regularly
refreshed.

See biographies of Board members on pages 70 and 71
and the skills matrix on page 82.

L Annual evaluation of the Board should consider its composition,
diversity and how effectively members work together to achieve
objectives. Individual evaluation should demonstrate whether each
Director continues to contribute effectively.

An external evaluation is held every three years with an
internal evaluation in the intervening years.

This year, the Board engaged Fidelio Partners
to undertake a rigorous evaluation exercise.
See the outcome on page 83 in the Nomination
Committee report.

The Chair held individual assessment calls with each
NED and the SID appraised the Chair’s performance (as
mentioned above).

Wincanton plc
Annual Report and Accounts 2023

Audit, risk and internal control

Code Principle

How we comply

M The Board should establish formal and transparent policies and

procedures to ensure the independence and effectiveness of internal
and external audit functions and satisfy itself on the integrity of
financial and narrative statements.

The Board has established formal and transparent
policies and procedures relating to external and internal
audit functions and the management of risk. The Board
is assisted by the Audit Committee to ensure that the
Board presents a fair, balanced and understandable
assessment of the Company’s position and prospects.

The work of the Audit Committee is set out in its report
on pages 84 to 89.

N The Board should present a fair, balanced and understandable

assessment of the company’s position and prospects.

See the Statement of Directors’ Responsibilities in the
Directors’ report on page 113.

O The Board should establish procedures to manage risk, oversee the
internal control framework, and determine the nature and extent of
the principal risks the Company is willing to take in order to achieve its
long term strategic objectives.

See the Risk report in the Strategic report on page 58.

Remuneration

Code Principle

How we comply

P Remuneration policies and practices should be designed to support
strategy and promote long term sustainable success. Executive
remuneration should be aligned to Company purpose and values and
be clearly linked to the successful delivery of the Company’s long
term strategy.

Our remuneration policies have been designed with
consideration of wider workforce remuneration and
related policies as well as the alignment of incentives
and rewards with our culture.

Q A formal and transparent procedure for developing policy on executive

remuneration and determining Director and senior management
remuneration should be established. No Director should be involved in
deciding their own remuneration outcome.

R Directors should exercise independent judgement and discretion when
authorising remuneration outcomes, taking account of Company and
individual performance, and wider circumstances.

The Remuneration Policy will be put before
shareholders for approval at this year’s AGM in July.
Previous approval was obtained from shareholders in
2020 (96.45% in favour). There are no proposed changes
to the policy.

Account is taken of the outcome of remuneration
decisions, both for the individual elements and in
totality, with reference to the Group’s performance
to consider whether discretion should be applied.
Discretion was not considered necessary in the 2022/23
remuneration outcomes.

For more information, see our website www.wincanton.co.uk/investors/corporate-governance/Corporate-disclosures-and-policies/

Wincanton plc
Annual Report and Accounts 2023

GovernanceBoard of Directors

A diverse and engaged team

Sir Martin Read CBE
Chair

James Wroath
Chief Executive Officer

Tom Hinton
Chief Financial Officer

Stewart Oades
Senior Independent Director

Committee membership

N R

Experience
Tom joined Wincanton as
CFO in August 2022 following
a strong career in energy,
infrastructure, E&P, retail and
business services markets.
Previous roles include Group
CFO positions at Infinis Energy
plc, the UK’s leading generator
of low carbon power from
captured methane, insurance
company Domestic and General
Ltd and, more recently, WE
Soda Limited, an international
mining and chemicals business.
Tom was previously a Trustee
for Christian Aid and Chair of
its Finance, Fundraising and
Investment Committee.

Reasons for reappointment
Tom has made an early impact
in his new position and brings
extensive financial experience
to Wincanton.

Experience
James was appointed Chief
Executive Officer in September
2019. He was formerly Head
of North America with LSG
Sky Chefs, the airline catering
division of Lufthansa AG, best
known as one of the world’s
largest airline and rail catering
and hospitality companies.
Before joining LSG in 2015,
James worked for Kuehne
+ Nagel as the Senior Vice-
President in North America for
both Contract Logistics and
Overland Transportation, as
well as Managing Director in
the UK for its Drinks Logistics
business. Prior to this, he was
Head of Distribution for Scottish
& Newcastle plc.

Reasons for reappointment
James has relevant prior
experience and extensive
knowledge of supply chain
management and, since his
appointment in September
2019, has gained valuable listed
company experience.

Experience
Chair of the Nomination
Committee and Member of
the Remuneration Committee,
Sir Martin joined Wincanton
as Chair in August 2018. He is
a member of the Council of
Shakespeare’s Globe and sits on
its Audit and Risk Committee. Sir
Martin is a former Chair of the
UK Government’s Senior Salaries
Review Body, Laird plc, the Low
Carbon Contracts Company,
the Electricity Settlements
Company and the Remuneration
Consultants Group. He has
served on the Boards of Lloyd’s,
Invensys, Aegis Group, British
Airways, Siemens Holdings,
Boots, Asda and the UK
Government Efficiency and
Reform Board. His executive
career included 14 years as Chief
Executive of international IT
services company Logica plc.

Reasons for reappointment
As an experienced Executive
and Chair, Sir Martin brings
invaluable leadership qualities
and business understanding
to the Board. His extensive
remuneration knowledge
also adds value to the
Remuneration Committee.

Wincanton plc
Annual Report and Accounts 2023

Committee membership

A N

Experience
Stewart became a Non-
executive Director of Wincanton
in November 2014 and was
appointed as the Senior
Independent Director in July
2015. He is the dedicated Non-
executive Director for Employee
Engagement. Stewart is currently
Chair of John Good & Sons
Limited, a freight forwarding and
travel industry leader, and is also
a Non-executive Director of Forth
Ports Limited.

Reasons for reappointment
Stewart’s prior position as
President of the Freight
Transport Association and his
director roles at companies
including XPO Investments UK,
Clipper, DHL, Christian Salvesen
plc and Exel plc give him
invaluable industry experience
and connections throughout the
wider transport sector. Stewart
will be stepping down from the
Board later in the year when he
reaches the end of his third three
year term, in line with the Code
and best practice.

Committee membership

Audit Committee

Nomination Committee

Remuneration Committee

Committee Chair

Gill Barr
Independent Non-executive
Director

Debbie Lentz
Independent Non-executive
Director

Mihiri Jayaweera
Independent Non-executive
Director

Anthony Bickerstaff
Independent Non-executive
Director

Committee membership

N R

A N

Experience
Gill was appointed as a Non-
executive Director of Wincanton
in September 2017 and is
currently a Non-executive
Director of PayPoint plc and
DFS Furniture PLC. She will
be stepping down from N
Brown Group plc at its AGM in
July 2023. Gill was previously
a Non-executive Director of
construction group Morgan
Sindall plc and of developer
McCarthy & Stone. She was
Group Marketing Director of
The Co-operative Group and
Marketing Director of John
Lewis. Gill spent seven years at
Kingfisher plc where she held
a variety of senior marketing,
business development and
strategy roles.

Reasons for reappointment
Gill’s experience brings a
valuable focus on the end
customer and B2B environment.
She is also an experienced
Remuneration Committee
Chair (Morgan Sindall, N Brown,
McCarthy & Stone and DFS),
skilled at reflecting investor
perspectives in remuneration
plans that motivate growth
and shareholder value. Gill will
step up to the role of SID when
Stewart Oades retires from the
Board later this year.

Experience
Debbie became a Non-executive
Director of Wincanton and a
member of the Remuneration
Committee in June 2019. She
is currently President ESG
Solutions and a member of
the Executive Management
Team at RS Group plc, a
global multichannel provider
of industrial and electronic
products and solutions.
Formerly President of Global
Supply Chain at RS Group, and
Chief Supply Chain Officer
at Toys “R” Us from 2014 to
2017, she has held senior
management positions in
customer service, logistics,
product supply, procurement,
manufacturing and IT at Kraft
Foods Group, in both North
America and Europe, as well as
at Nabisco Food Company.

Reasons for reappointment
As a working Executive Debbie
is very aware of operational and
supply chain issues and their
relevance to the Wincanton
Group. She provides particular
customer insight for the
Board and deep knowledge
of ESG and climate-related
programmes. Debbie will chair
the Remuneration Committee
when Gill Barr becomes SID.

Experience
Mihiri joined the Board as a
Non-executive Director in April
2020. She is currently working
with UKGI, a government
company wholly owned by HM
Treasury, advising on major
UK government corporate
finance matters. Until October
2019, she was Group Head of
Strategy and a member of the
Group Executive Committee
of TP ICAP Group, the FTSE
250 professional intermediary
firm, operating in financial,
energy and commodities
markets internationally. She
was previously a consultant
at Trivedi Capital, a private
equity investment advisory
firm based in London. She has
also held positions at Nomura
International, Lehman Brothers
and UBS Investment Bank.

Reasons for reappointment
Mihiri brings expertise
in corporate finance and
financial markets to the
Wincanton Board.

Experience
Anthony (Tony) Bickerstaff
became a Non-executive
Director of Wincanton in
September 2020, and Chair
of the Audit Committee in
March 2021. He was appointed
Chief Financial Officer (CFO)
of Cadent Gas Limited, the
UK’s largest gas distribution
network, in February 2022.
Prior to this he was CFO of
Costain Group plc, the FTSE
All-Share smart infrastructure
solutions company. Before
joining Costain, Tony held a
number of senior management
and financial positions at Taylor
Woodrow. He was also a Non-
executive Director and Chair of
the Audit and Risk Committee
at Low Carbon Contracts
Company Limited and Electricity
Settlements Company Limited
from November 2014 to
October 2020.

Reasons for reappointment
Through his Executive
responsibilities in a listed
company environment, Tony
has experience of public
procurement, commercial
contracting and mergers
and acquisitions, all of which
are relevant to Wincanton’s
business and strategy. Tony
is an experienced Audit
Committee Chair.

Wincanton plc
Annual Report and Accounts 2023

GovernanceExecutive Management Team

A team focused on delivery

The Executive Management Team works together to focus on the
delivery of our strategy and financial performance.

James Wroath
Chief Executive Officer
See page 70.

Tom Hinton
Chief Financial Officer
See page 70.

Sally Austin
Chief People Officer
Sally joined Wincanton
in August 2019 as Chief
People Officer. Sally
was previously the
Group HR Director with
Costain Group plc, a
British technology-
based construction and
engineering company,
where she held a variety
of HR roles and became
Group HR Director in 2014.
Prior to Costain, Sally
began her career in HR
at BAE Systems followed
by Coopervision and
latterly Eaton Corporation
where she held a number
of HR management
roles across Europe, the
Middle East and Africa.
Externally, Sally is chair
of the Warwick Schools
Foundation.

Lyn Colloff
Company Secretary
Lyn was appointed
Company Secretary
in April 2020. She is a
qualified Chartered
Secretary with over 35
years’ experience. Lyn
was formerly Company
Secretary at Cobham plc
for over ten years and
worked exclusively in the
financial services sector
before joining Cobham
from the Financial
Services Authority (now
the Financial Conduct
Authority). Lyn achieved
an MBA at Aston
University in 2004 and
now chairs the Company
Secretary’s Forum of the
Chartered Governance
Institute (CGI) as well as
delivering training on
governance matters on
behalf of the CGI.

Paul Durkin
Chief Customer
and Innovation Officer
Paul was appointed Chief
Customer and Innovation
Officer in June 2021.
Accountable for
innovation, product
development, sales and
marketing, Paul is focused
on achieving sustainable
growth underpinned by
people and technology.
Prior to this Paul led
Wincanton’s eFulfilment
business responsible
for developing direct to
customer propositions
for clients such as IKEA,
Wickes and M&S.
Paul has a passion for
developing people, chairs
the Chartered Institute
of Transport & Logistics
ASPIRE foundation and
is an active sponsor for
Generation Logistics.

Ian Keilty
Chief Operating Officer
Ian joined Wincanton
in November 2018 as
Managing Director –
Retail and Consumer,
and was appointed Chief
Operating Officer in April
2020. He was previously
Vice President, European
Supply Chain, at Sysco and
Chief Operating Officer at
Brakes, the UK’s leading
foodservice supplier.
Ian has also held various
positions on the operating
boards and executive
committees at Booker
Group plc and Iceland
Stores. Prior to this, Ian
worked in engineering
and supply chain roles
for Mars, British Gas and
Nissan, and holds an MBA
from London Business
School.

Daniel Porte
Strategy Director
Daniel joined Wincanton
in January 2021 as
Strategy Director. Daniel
was most recently
VP Strategy – North
America (LSG Group)
leading key strategic
projects, including M&A
projects as well as driving
the region’s strategic
initiatives. He also held
other senior roles within
the LSG Group in the UK
and Europe including
Director Supply Chain
Optimisation UK. Daniel
holds an MBA degree
(Diplom-Kaufmann) from
the University of Mainz,
Germany, with a speciality
in accounting and
information technology.

Wincanton plc
Annual Report and Accounts 2023

Corporate governance report

Our governance structure

To assist in the discharge of its duties and responsibilities, the Board has
established a number of Committees, including the Audit Committee,
the Remuneration Committee and the Nomination Committee.

The Wincanton governance framework

Shareholders
As owners of the Company, the shareholders appoint the Directors and delegate to them collectively the responsibility for the
long term sustainable success of the Company within a framework of good governance.

The Board
The Board’s role is to provide effective leadership and guide the business towards achieving its strategy and objectives,
taking account of the risks and opportunities. It also ensures the business is focused on building and maintaining healthy
relationships with its stakeholders. It is ultimately responsible for endorsing and applying a robust corporate governance
structure. To assist in discharging its duties, some areas of responsibility are delegated to the Committees of the Board.

The Audit Committee
The Audit Committee leads on
reviewing the Group’s external and
internal audits, the risk management
process and the effectiveness of the
Group’s systems of internal control.

The Committee ensures that the
Board presents a fair, balanced
and understandable assessment of
Wincanton’s position and prospects.
This is underpinned by processes to
help with independent and effective
internal and external auditing.

Read more on page 90.

The Executive Management Team (EMT)
Led by the CEO, the EMT comprises senior leadership who have management responsibility for the operations of the business
and the central support functions.

The Risk Management
Committee
Provides assurance regarding the
management of operational and
Group risks.

The Financial Assurance
Committee
Provides assurance regarding the
management of financial risks.

The ESG Committee
Has a focus on ESG strategy,
target setting, performance and
communication.

Wincanton plc
Annual Report and Accounts 2023

GovernanceCorporate governance report continued

Division of responsibilities

The Chair
The Chair is responsible for leadership of the Board and ensures
the Board carries out all aspects of its responsibilities effectively.
In particular, the Chair is responsible for setting the Board’s agenda,
ensuring that adequate time is available for discussion of all agenda
items and facilitating effective communication with shareholders. The
Chair, Sir Martin Read CBE, was deemed independent on appointment.

The Executive Management Team (EMT)
The CEO is supported by an Executive Management Team (EMT).
The EMT comprises the senior leadership team that reports directly
to the CEO and has management responsibility for the business
operations and support functions. The EMT meets monthly and
relevant matters are reported to Board meetings by the CEO and,
as appropriate, the CFO and other EMT members.

The Chief Executive Officer (CEO)
The Board delegates the day to day operation of the Group’s
business to the CEO whose duties include to propose the Group’s
strategy to the Board for approval and then deliver it, to ensure
that the governance, risk and compliance framework of controls
is applied throughout the organisation and to act as a role model
for the Company’s employees, setting out clearly the Board’s
expectations about the Company’s culture, values and the
behaviours expected of every employee.

Senior Independent Director (SID)
The Senior Independent Director’s role is to act as a sounding
board for the Chair and perform an intermediary role to other
Directors where necessary. The SID leads the appraisal and review
of the Chair’s performance and is available to shareholders if they
have concerns that contact through the normal channels of the
Chair and Chief Executive Officer has failed to resolve. Stewart
Oades is the SID until he steps down from the Board later this year,
to be succeeded in that role by Gill Barr.

Non-executive Directors (NEDs)
Non-executive Directors (including the Chair and SID) have a
number of responsibilities, including constructively challenging the
Group’s strategy, helping to develop possible alternative strategies
and appointing, setting remuneration for and (where necessary)
replacing Executive Directors.

The Code requires there to be an appropriate combination
of Executive and Non-executives, in particular independent
Non-executives, on the Board. A good balance of Executive and
NEDs ensures there is healthy discussion and challenge for effective
decision making.

All the NEDs were deemed to be independent on appointment and
continue to be so. They were each appointed on the basis of their
capabilities, skills, experience and backgrounds thereby providing
enriched diversity to support Board discussions. Their biographies
are available on pages 70 and 71. Collectively they add value and
provide independent oversight and challenge across all corporate
and commercial aspects with their contributions and external
perspective. NEDs challenge and hold management to account;
assist and guide in the development of Group strategy; offer
advice and engage with the wider business and its employees as
appropriate.

Each NED is appointed for an initial fixed term of three years, subject
to annual re-election by shareholders at the AGM. Their appointment
term may be renewed by mutual agreement with due regard to
the Code, their performance, contribution, and their ongoing
independence. They are expected to dedicate sufficient time to their
role to discharge their obligations effectively. Appointment dates for
Board members are set out in the attendance table on page 75.

External directorships
The Chair and the NEDs hold appointments as directors on a small
number of other companies, as detailed in their biographies on pages
70 and 71. These appointments have been considered in view of any
potential conflicts of interest (see below). It is considered that the
Chair and the NEDs allocate sufficient time and commitment to fulfil
their duties to the Company.

The Board acknowledges that Executive Directors may wish
to undertake external NED roles outside of the Company. It is
recognised that such opportunities broaden their development,
widen their commercial experience and so benefit the Company.
To protect the interests of the Company, each Executive Director is
restricted to one non-executive role at any one time. During the year
and to the date of this report, no external appointments were held
by either of the Executive Directors.

Annual re-election of Directors
In accordance with the Code and the Company’s Articles of
Association, all Directors are subject to election or re-election
by shareholders at the AGM. All Directors, being eligible, will put
themselves forward for annual re-election at the Company’s AGM.

Conflicts of interest
Directors are required to notify the Company of any situation that
could give rise to a conflict or potential conflict of interest and
compromise independent and objective decision making. Prior
authorisation is required in all cases. Potential conflicts are considered
during the Board’s recruitment processes. The Company Secretary
maintains a register of interests which the Board regularly monitors
and reviews. Any specific conflicts are also considered at the start of
each Board meeting. Where any conflict arises, the Board determines
whether or not a Director can vote or be a party to discussions in
accordance with the Company’s Articles of Association.

The Board is satisfied that potential conflicts have been effectively
managed throughout the year.

Board support and the role of the Company Secretary
All the Directors have unfettered access to the advice and services of
the Company Secretary.

The Board and its Committees are supported by the Company
Secretary who ensures that the Directors are able to discharge their
duties and responsibilities in an effective and efficient manner. This
means making sure that there are robust and clear Board policies,
processes and information in place and that time and resources have
been appropriately allocated. It also means ensuring that meetings
are efficiently managed and that there are clear communication
flows within the Board and its Committees and between the Board
and senior members of Wincanton’s team.

The Company Secretary keeps Board members briefed on corporate
governance and assists with ensuring all decisions are made in
accordance with the matters reserved, see page 75. In addition,
the Company provides the Directors with access to independent
professional advice at the Company’s expense, as and when required.

Wincanton plc
Annual Report and Accounts 2023

The work of the Board

The role of the Board
The Board is collectively responsible for the long term performance
of the Company. It is made up of the Company’s two most senior
Executives, the CEO and the CFO (referred to collectively as the
Executive Directors) and a number of independent directors.

These independent directors include the Board Chair and the Senior
Independent Director, whose roles are explained below. There is
always a majority of NEDs on the Board.

The Board develops and promotes its collective vision of the
Company’s purpose, culture and values and keeps the Company’s
business strategy, performance and risk profile under regular review.
The Board meets frequently during the year to make and review
major business decisions, and to monitor and test the operational
performance of the Group.

Between official Board meetings, there is also regular contact
between Board members, and between the Board and management
to ensure the Group’s business is being properly progressed.

Overview of the Board’s responsibilities
To facilitate the Board’s work, there is a schedule of matters which
are reserved exclusively for the Board to decide. These matters
feed into the annual programme of Board activities. The Schedule
of Matters Reserved is reviewed annually to ensure it remains fit for
purpose and sets the parameters for management.

Where appropriate, the Board receives recommendations in relation
to matters delegated to the Committees of the Board which conduct
their work in accordance with their respective terms of reference.

The Board responsibilities include:

– developing, reviewing and assessing the delivery of the Group’s
strategy to generate value for shareholders and contribute to
wider society;

– establishing and promoting the Group’s purpose, values

and culture;

– reviewing and approving the Group’s annual budget and three

year financial plan;

– approving the Group’s Annual Report and Accounts;

– maintaining and reviewing the Group’s controls and approving the

Group’s material contracts;

– engaging with the Group’s shareholders and stakeholders;

– proposing the payment of a dividend to shareholders at the half
year and full year in line with the Group’s dividend policy; and

– ensuring that the workforce policies and practices are consistent
with the Group’s values and supporting its long term sustainable
success, enabling the workforce to raise any matters of concern.

The Schedule of Matters Reserved can be viewed on our website,
www.wincanton.co.uk/investors/corporate-governance/
board-responsibilities/.

Board Committees
The Board sets the Committees’ terms of reference which are
reviewed annually by the Committee and the Board. These are
available on the Group’s website, www.wincanton.co.uk/investors/
corporate-governance/board-committees.

Membership of each Committee is determined by the Board on the
recommendation of the Nomination Committee and in consultation
with the appropriate Committee Chair. The membership, role
and duties discharged in the year ended 31 March 2023 for each
Committee are set out in the respective Committee reports.

Board activity in the year

The Board held ten scheduled meetings during the year at which
it considered all matters of a routine nature, structured through
clear agenda setting, written reports and presentations from both
internal members of staff and external advisers and consultants.
In addition there were two ad hoc meetings of the Board to
deal with non-routine, time-sensitive business and one full day
strategy meeting.

During the year, the Chair and the NEDs met once without the
Executive Directors being present. The Senior Independent Director
and the NEDs met once without the Chair being present.

Attendance
Directors are expected to attend all scheduled meetings. Their attendance during the 2022/23 financial year is set out below.

Date of appointment

Committees

Role

Status

Total meetings in year

Sir Martin Read CBE

August 2018

B N R

Chair

James Wroath

Tom Hinton1

Gill Barr

September 2019

August 2022

B N

September 2017

B N R

Anthony Bickerstaff2

September 2020

B A N

Mihiri Jayaweera

Debbie Lentz

Stewart Oades

April 2020

June 2019

November 2014

B A N

B N R

B A N

1 Mr Hinton joined the Board on 15 August 2022.

CEO

CFO

NED

Ind

Exec

Ind

Board

13/13

9/9

13/13

12/13

13/13

Audit

Nomination Remuneration

–

3/3

–

3/3

5/5

–

5/5

6/6

–

6/6

–

6/6

–

2 Due to one meeting being called at short notice, Mr Bickerstaff was unable to attend due to an unavoidable schedule conflict. His input was sought

immediately after the meeting and was taken into account in the final meeting outcome.

B Board

R Remuneration Committee N Nomination Committee

A Audit Committee

Committee Chair

Ind Independent Exec Executive Director NED Non-executive Director

Wincanton plc
Annual Report and Accounts 2023

GovernanceCorporate governance report continued

Activities of the Board

Standing items at each Board meeting include a review of operational and financial performance, marketing activity and oversight of the
health, safety and wellbeing of our colleagues. Other topics considered and items covered by the Board during the year included:

Link to strategy

Products and services

Operating model

Markets

People

Strategy

Continued oversight of the strategy implementation

Oversight of progress of the ESG strategy via the ESG Committee

Oversight of the development of the information technology strategy and approach to cyber security

Contract and property approvals with values in excess of the delegated authority of management

Oversight of the integration of the Cygnia business

Review of the transport model

Contract reviews and deep dives into our sectors

Review of the finance operating model in light of the implementation of Oracle Cloud

Further development of the people strategy with a strong focus on equality, diversity and inclusion

Oversight of the further development of succession plans and talent development programmes

Review of employee engagement activities, led by the SID

Finance

Continued strengthening of the financial control environment

Approval of the budget and three year plan

Approval of the half year and full year financial results, including dividends

Focus on achieving the operational benefits of the new cloud-based finance and HR system

Consideration of Group funding

Oversight of long term strategy for the Group’s pension schemes

Consideration of a capital allocation strategy

Governance, risk and compliance

Insurance, tax and treasury updates and reviews

Continued development of risk methodology, scoring and reporting

Monitoring of contract approvals to ensure financial returns forecast has been achieved

Policy approvals in line with matters reserved to the Board

Review of compliance with each of the Board Committees’ terms of reference

Wincanton plc
Annual Report and Accounts 2023

How the Board monitors culture

The Board recognises that corporate culture affects all the Company’s
stakeholders, and that a healthy culture is an important factor in the successful
delivery of the Company’s strategy.

While it is the role of management to articulate the culture, to identify gaps between actual and desired culture and to drive
cultural change, the Board has a responsibility to monitor and evaluate progress in this area.

As reported last year, Wincanton’s Board monitors the culture of the Company in various ways:

Through site visits

Through its discussions with
management and employees across the
business, both formally and informally

By reviewing various direct and indirect
culture metrics included in the People,
Health and Safety, Audit and
Compliance reports included
on each Board meeting agenda

By evaluating how the Executive
Directors and EMT live the desired
behaviours

By monitoring how effectively the
desired culture is communicated
to the wider workforce

The Board’s approach to monitoring
culture is embedded into its
work. Over the last year, work
has been ongoing to develop a
culture dashboard, identifying
characteristics of a positive
corporate culture. The aim is to give
the Board an objective empirical
view of current culture and trends
from a selection of culture metrics.
At time of writing, this dashboard is
under review with the EMT.

We continue to remain focused on
creating a positive and productive
culture and on listening to our
people to gain further insight into
their views. We have undertaken
a culture survey this year in
partnership with Brands with Values.
This survey has also enabled us to
understand whether there are any
desired values that our colleagues
feel are missing within our current
workplace culture. The results have
been very positive and have shown
that our colleagues’ desired values
are strongly aligned with what our
people already value most about
working at Wincanton. Work will
continue throughout 2023 to further
refine and describe our values based
on the survey feedback, helping us
to continue building on our positive
workplace culture.

Wincanton plc
Annual Report and Accounts 2023

GovernanceCorporate governance report continued

The Board’s
engagement

…with our stakeholders
The Board recognises that to meet its
responsibilities to shareholders and
stakeholders, it is important to ensure
effective engagement with, and encourage
participation from, these parties. The way
in which the Board factors the needs and
concerns of the Company’s stakeholders into
its discussions and decisions in accordance
with section 172 of the Companies Act 2006
is described on page 46.

The Group’s website contains important
stakeholder information (including
current and past Annual Reports and
Accounts, share price data, Stock Exchange
announcements, circulars and shareholder
documentation). It also includes our press
releases and thought leadership articles,
giving stakeholders insight into the vital
work we do for the economy, and how we
are delivering supply chain value both now
and for the future.

…with our shareholders
The Company maintained effective
dialogue with shareholders during the year
to ensure that the strategy and business
model are understood, and to discuss
any developments in either the Company
or the sectors in which we operate that
might affect our shareholders’ views
on their investment.

There are regular meetings between
Executive Directors and institutional
shareholders, fund managers and analysts.
Over 100 such meetings were held in this
financial year, both face to face and virtually,
for individuals and groups. The main topics of
discussion with our investors this year have
been the challenges resulting from prevailing
economic and labour environments and
loss of a large HMRC contract. Investors
have been provided with the details of the
proactive steps that the Company is taking to
manage through these challenging times.

The Board receives feedback on this
engagement to enable the Directors to
form a view of the priorities and concerns
of stakeholders. Brokers’ reports and analysts’
briefing notes are regularly distributed to
all Directors and considered by the Board
following the half year and year end.

Wincanton plc
Annual Report and Accounts 2023

…with our employees
Wincanton is a people business and our
employees are key stakeholders. Wincanton
has a designated NED for workforce
engagement. Wincanton chose this method
of engagement as the most effective given
the various employee forums and listening
groups already established. It was felt that
a designated NED would be best placed to
raise the visibility of the workforce’s views
and for this feedback to be considered in
the Board’s discussions and decision-making
processes. A formal feedback session is
scheduled into the Board’s annual work
plan, with ongoing dialogue during the year
between the designated NED and the Chief
People Officer.

Read more about our programme to get
the employee voice into the boardroom
on page 47.

…with the business
Over the course of the year, members of the
EMT and their direct reports are invited to
attend Board meetings to present an update
on the current performance and future
focus for their areas of responsibility, and to
respond to the Board’s questions directly.

The Board appreciates the value of
visiting operational sites to maintain its
understanding of the business. This first-
hand knowledge enables the Directors to
better guide and challenge management
through its discussions. Facilitated by the
Company Secretary, each of these visits
includes a formal presentation by that site’s
management team to set the scene prior to
a site tour and time is allocated to engage
informally with the local teams. The Board
visited three locations this year, with further
off site meetings scheduled for 2023/24.

The Board agendas include in-person
presentations from brokers and bankers
at least once a year. The Chair of the Board
has communicated with larger shareholders
during the year and keeps the Board up
to date with written reports following
each interaction.

...at our Capital Markets Day
Investors and analysts had an opportunity
to engage with the Board and management
directly at a Capital Markets Day held in
July 2022. Shareholders were invited to join
the Board and management of Wincanton
at The WEB, Rockingham and our newly
acquired operations at Cygnia to see our
innovation in action. Further details are
available on page 24.

...at the Annual General Meeting
Scheduled for 12 July 2023, the AGM
provides an opportunity for shareholders
to meet and ask questions of the Board,
receive the financial results for the year and
hear an update on current performance.

Governance

Nomination Committee report

The report of the Nomination Committee

Committee membership

Member

Role

Status

Appointment date

Sir Martin Read CBE

Chair

Independent

August 2018

Gill Barr

NED Independent

September 2017

Anthony Bickerstaff

NED Independent

September 2020

Mihiri Jayaweera

NED Independent

April 2020

Debbie Lentz

NED Independent

June 2019

Stewart Oades

NED Independent November 2014

James Wroath

Executive

February 2021

The above table sets out the membership of the Committee as of
31 March 2023. It shows the role and status of the members and the
date they were appointed to the Committee. Appointments to the
Committee are made for a term of three years and may be renewed
for a further two terms. The Committee’s composition meets the
requirements of the Code, with the majority of the Committee being
independent Non-executives.

The attendance record for all Board and Committee meetings is set
out on page 75.

The external Board
evaluation confirmed
that we have an
effective and well-
functioning Board.

Sir Martin Read CBE
Nomination Committee Chair

Dear shareholder
I am pleased to introduce the report of the Nomination Committee
and to highlight its main points.

Wincanton attaches particular importance to management
succession, talent identification and retention and these topics are
therefore addressed twice yearly at Board rather than Nomination
Committee meetings. Our governance structure reflects this.
Succession planning for Board members continues to be carried out
by the Nomination Committee.

In August 2022 we were delighted to welcome Tom Hinton as our
new Chief Financial Officer. We believe Tom’s strong financial and
commercial track record will prove a great asset to the Company.
I should particularly like to thank James Clarke for his support as
interim CFO prior to Tom’s arrival.

We are currently engaged in planning for the retirement of Stewart
Oades, our SID, who will have served on the Board for nine years
in October.

This year, we carried out a rigorous externally-led Board evaluation
in line with the Code. This evaluation confirmed that we have an
effective and well-functioning Board. Further details of the process
and the conclusions are set out in the report below.

We have revisited the Board Diversity Policy which we adopted last
year in light of the new diversity targets set by the Financial Conduct
Authority. The updated policy is effective for the new financial year.
Further details are given in the report below.

I would like to thank the members of the Committee and those who
have supported its work for their contribution over the last year.

Sir Martin Read CBE
Nomination Committee Chair
19 May 2023

Wincanton plc
Annual Report and Accounts 2023

GovernanceNomination Committee report continued

Role of the Committee
The Board has responsibility for ensuring that the Group attracts,
retains and incentivises the best talent to support its strategy and
its long term vision for sustainable success. The Board has delegated
the oversight for Board succession planning to the Nomination
Committee. The Committee is responsible for reviewing the annual
performance evaluation outcomes for the areas under its remit. The
outcomes of the Board evaluation process feed into the discussions
around succession planning.

The Committee reviews Board composition, balance and Committee
membership. It considers the independence of Board members, any
potential conflicts that have been declared and time commitments.

The Nomination Committee’s duties and responsibilities are set
out in its terms of reference which are reviewed annually by the
Committee and the Board. These terms of reference can be viewed
on the Company’s website. The work carried out by the Committee
during the year is set out below. The Committee reports to the
Board on all items of business considered at its meetings.

CFO recruitment and induction
As reported last year, the Committee delegated the initial stages of
the CFO recruitment project to the CEO, the Chair of the Board, the
Audit Committee Chair and the Chief People Officer (CPO). A role and
person specification was provided to the firms involved in the search,
namely Independent Search Partners (ISP) and Egon Zehnder (EZ). The
initial interviews were undertaken by the CEO and the CPO, with the
full Nomination Committee involved throughout this process.

Shortlisted candidates who met the job specification and who were
felt to fit well with the business were interviewed by the Chair of the
Board and the Audit Committee Chair. The Remuneration Committee
Chair, the Chair of the Board and the CPO were in contact regarding
remuneration considerations and the Remuneration Committee Chair
was engaged in the process throughout. All the remaining Board
members met with Tom Hinton before confirming that he was the
preferred candidate. Tom joined Wincanton in August 2022.

The Company confirms that neither ISP nor EZ has undertaken any
other work for the Board during FY22/23 or has any connection to any
Wincanton Board members.

Induction
The induction plan for Tom Hinton was tailored to his individual
needs as a director new to the FTSE-listed environment and included
overviews of the logistics sector, Wincanton’s shareholder registers
and investor relations and site visits. In-depth sessions on FTSE-listed
corporate governance were given by the Company Secretary.

Succession planning – NED recruitment
Stewart Oades, SID, completes his third three-year term as a Director
of Wincanton in October 2023. The Nomination Committee is
engaged in the process of recruiting a new NED for the Board. It
has been agreed that Gill Barr will become the SID when Stewart
Oades steps down. Gill Barr is an experienced NED and has had
considerable interaction with shareholders in her current role as
Chair of the Remuneration Committee at Wincanton and other
listed companies. In due course, Debbie Lentz will take up the
position of Remuneration Committee Chair. She has served on the
Remuneration Committee since 2019. It is expected that the new
NED will undertake the employee engagement work that Stewart
Oades has been leading.

Recruitment process for new NED
Committee members were requested to put forward a longlist
of executive search agencies that could be considered for the
recruitment process. The Board Diversity Policy guides the
Nomination Committee to only engage with search agencies that

Wincanton plc
Annual Report and Accounts 2023

understand the Board’s aims and which share Wincanton’s diversity
values when identifying candidates for Board appointments, including
candidates with little or no previous FTSE-listed Board experience.

A sub-committee was convened, comprising the Committee
Chair, Gill Barr, Debbie Lentz and the Chief People Officer. Having
discussed the list, the sub-committee agreed on a shortlist of
agencies that it felt could best meet the brief. Decisions were
made on criteria including the firms’ logistics industry knowledge,
experience and reach, research bandwidth and cost. The person
and role specifications were finalised, having regard to the Board
skills matrix, most notably the requirement for logistics industry
knowledge and an understanding of robotics and automation.

Meetings were arranged with those firms shortlisted to present to
the sub-committee in person to enable the sub-committee to assess
each search agency’s approach, ability and fit with Wincanton. Sam
Allen Associates Limited was successful in that process. Before the
assessment, Gill Barr had declared an interest in that she knows Sam
Allen personally. Apart from this, Sam Allen Associates has no other
connection to the Board or to any of the individual Directors. The
work on the search remains ongoing at time of writing.

Board evaluation
The Board and its Committees continuously monitor their own
performance and seek to improve their effectiveness. Informally
this happens through the open channels of communication between
members with the support of the senior management team and the
Company Secretary. In line with the Code requirements, a formal
effectiveness evaluation exercise is undertaken annually, either
internally or through an externally led process.

Board evaluation 2022 follow-up
During the current year, the Board followed up on a number
of points arising from the previous review:

– additional time has been allocated at Board site visits for

more detailed presentations from the site manager and for
meeting colleagues;

– an external speaker was invited to the Board during the year

to discuss automation strategies for our customers;

– the newly constituted ESG Committee, chaired by the CEO and
including a permanent Non-executive member, has met twice
in the year. The Committee has focused on strategy and target
setting; and

– the strategic agenda has been bedded in with a particular

focus this year on the People aspect of the strategy, automation
and robotics, and Group Transport.

Board evaluation 2023 process
This year, an external evaluation process was carried out by Fidelio
Partners. Fidelio was chosen via a tender process and has no other
connection to the Board or individual directors.

Fidelio proposed the scope of the interviews, the interview agendas
and the questionnaires. A full Board meeting and all of the Board
Committee meetings were observed. Fidelio was given detailed
support in conducting the evaluation, including access to Board
meeting materials for the prior 12 months as well as the governance
documents underpinning the work of the Board. Board members
and senior executives were interviewed, with Board members
completing a quantitative survey. A weekly update on progress
against the plan was provided.

The resulting report was shared with the Chair and Company
Secretary before being presented by Fidelio to the full Board at the
February meeting.

Board Directors’ age diversity (years)
as at 31 March 2023

Board tenure
as at 31 March 2023

Average
tenure:
4 years

Average
age:
59.25
years

41–50

51–55

56–60

61–65

66–70

71–75

The average age of Board members has decreased from
60 years to 59.25 years following Tom Hinton’s appointment.

0–2
years

2–5
years

5+
years

L4343+
3838+

plc Board gender diversity
as at 31 March 2023

Female:

Male:

2023 – 37.5%
2022 – 43.0%

2023 – 62.5%
2022 – 57.0%

The percentage of females on the
Board has decreased only because,
as at 31 March 2022, Tim Lawlor
had left the Board but Tom Hinton
had not yet been appointed. After
allowing for this, the percentage of
females has remained the same.

As at 31 March 2023

Men

Women

Not specified/prefer not to say

L2727+
3131+

Senior Management Group
gender diversity (below EMT)
as at 31 March 2023

Female:

Male:

2023 – 31%
2022 – 27%

2023 – 69%
2022 – 73%

L2929+
4040+

Executive Management Team
gender diversity (excludes
EDs on the Board)
as at 31 March 2023

Female:

Male:

2023 – 40%
2022 – 29%

2023 – 60%
2022 – 71%

The EMT comprises two females and
three males this year as against two
females and five males reported
last year.

Number of Board
members

Percentage of
the Board

Number of senior
positions on the
Board (CEO, CFO,
SID and Chair)

Number in
executive
management

Percentage of
executive
management

–

62.5

37.5

–

1 Gill Barr will become SID following the retirement of Stewart Oades in October 2023.

White British or other White
(including minority-white groups)

Mixed/multiple ethnic groups

Asian/Asian British

Black/African/Caribbean/ Black British

Other ethnic group, including Arab

Not specified/prefer not to say

Number of Board
members

Percentage of
the Board

Number of senior
positions on the
Board (CEO, CFO,
SID and Chair)

Number in
executive
management

Percentage of
executive
management

–

87.5

–

12.5

–

100

–

Wincanton plc
Annual Report and Accounts 2023

Governance+
62
62
+
+
L
+
57
57
+
+
I
I
+
60
60
+
+
L
+
71
71
+
+
I
I
+
69
69
+
+
L
+
73
73
+
+
I
I
Nomination Committee report continued

Board skills and experience

Pensions

Finance

ESG

Investor relations

Legal

Sales and
Marketing

Remuneration

People

Automation

Skills and experience matrix
The skills matrix has been reviewed and
updated to include Tom Hinton’s experience.

The person specification for the current NED
recruitment was drawn up with reference
to the current skills profile of the Board
and those areas which are of high strategic
importance to the Company.

The scores shown in this table were computed
by awarding each Director points ranging
between zero for low and three points for high
level experience. The maximum possible score
for each skill is therefore 24 points.

The skills matrix will continue to be
reviewed each year.

IT and cyber
security

Customer

eCommerce

Current or
former Chief
Executive

Serving Executive

Mergers and
acquisitions

Logistics

Retail

Wincanton plc
Annual Report and Accounts 2023

Board evaluation 2023 outcome
The evaluation was comprehensive. Board and Board Committees were
seen to be well structured and managed with thorough supporting
papers and with the Board providing both guidance and challenge.
Particular areas reviewed included overall governance arrangements;
the rhythm of the Board calendar; Board focus; shareholders and
valuation; ESG; Board composition and Board learning.

Suggested areas for review were:

– continuing to ensure that the Board is well placed to guide and
support the transformation set out in Wincanton’s strategy;

– ensuring that Board meetings make the best use of Board and

Executive time and enable the Board to provide good oversight;

– continuing focus on shareholder engagement;

– developing and embedding ESG in the Board discussion; and

– further developing Committee effectiveness, taking account of

the recent recommendations of the FTSE Women Leaders Review
and strengthening the link between the committees on ESG and
climate-related matters, see also page 42.

The key conclusions from the Board’s review of these suggestions
were as follows:

– there was general support for the current Board meeting

frequency, duration and agendas. For practical reasons, one
Board meeting has been removed from the 2023/24 corporate
calendar, resulting in nine scheduled Board meetings per annum.
The success or otherwise of this reduction will be reviewed at the
next evaluation;

– the content and frequency of papers were discussed and it was
concluded that they constituted a good discipline and would be
retained as currently presented;

– the level of authority delegated to the management team will be
reviewed to ensure that optimum levels of approvals are referred
to the Board;

– the number and content of the Audit Committee meetings was

considered and agreed as appropriate at three meetings per year;

– automation was seen as the main area where Board learning could

be strengthened;

– there should be further consideration of how the Board could
support Wincanton to win more public sector business; and

– options in respect of investment and broker advice to the Board

and management.

Priorities for 2023/24
– Recruitment of a NED to fill the vacancy being created when

Stewart Oades steps down in October 2023.

– Refreshment of Board roles: Gill Barr will become the SID; Debbie
Lentz will take over as Remuneration Committee Chair; and there
will be a new Audit Committee member to replace Stewart Oades.

– Continued development of the talent pipeline at the level below

the EMT, particularly with regards to women.

Performance of the Chair
The performance of the Chair was assessed by the SID with feedback
from the Executive and NEDs, plus the Company Secretary. It was
considered that Sir Martin Read remains an effective Chair, as
supported by the outcome of the Board evaluation.

Performance of individual Directors
The Chair reviewed the performance and contribution of each of the
NEDs individually. These reviews confirmed that each Board member
continues to make an effective contribution to the Board and the
various Committees on which they serve.

NED training and awareness
Throughout the year, the NEDs undertake various training and
awareness sessions. They report these to the Company Secretary,
who retains a record to evidence that the NEDs are keeping their
continued professional development up to date. This year, the full
Board attended a refresher session on directors’ duties delivered
by the Company’s legal advisers, Herbert Smith Freehills. Relevant
webinars and regulatory or governance-related publications
are flagged to the Board members at each meeting via the
Governance report.

Diversity and inclusion
As a people-driven business, Wincanton places particular emphasis
on developing a diverse and inclusive culture, which reflects its
employee population and the communities in which it operates.
The Board’s own composition is therefore important in setting
the tone from the top. A diverse Board is likely to lead to better
decision making as a result of the varied experience, ways of
thinking, background, gender and ethnicity of its members.

The Board Diversity Policy has been refreshed during the year to
take account of the positive diversity targets for listed companies set
by the Financial Conduct Authority (FCA). The Board has committed
to engaging with executive search agencies that have signed up to
the Enhanced Code of Conduct for search firms, a voluntary code
which recognises the best recruitment practice that has led to
measurable success in increasing gender equality in boardrooms.

Positive diversity targets
The FCA diversity targets are on a ‘comply or explain’ basis. It should
be noted that during FY22/23 there were three female Board
members from a total of eight or 37.5%. We do not consider the
difference from the FCA target of 40% to be meaningful in the
context of the size of the Board.

Wincanton has adopted a self-declaration approach for gathering
gender identity and ethnic diversity data. Each Board and EMT
member was asked to declare at the year end their gender identity
(man, woman, not specified/prefer not to say) and ethnicity against
the categories used by the Office for National Statistics. We confirm
that one of our Board members is non-white (12.5%).

Wincanton plc
Annual Report and Accounts 2023

GovernanceAudit Committee report

The report of the Audit Committee

The Audit Committee has
ensured that its activities
have reflected the Company’s
response to the changing
macro-economic environment.

Anthony Bickerstaff
Audit Committee Chair

Committee membership

Member

Role

Status

Appointment date

Anthony Bickerstaff Committee

Independent September 20201

Stewart Oades

Mihiri Jayaweera

Chair

NED

Independent November 2014

Independent April 2020

Dear shareholder
I am pleased to present the Audit Committee’s report for the year
ended 31 March 2023. Wincanton has had a successful year, despite
the challenges presented by macro-economic factors, most notably
material cost pressures from high inflation.

The focus of the Committee’s review activities this year has been:

– financial:

1 Chair with effect from 1 March 2021.

ǟ the half year and full year results including dividend capacity;

The table above shows the Audit Committee membership as at
31 March 2023, the role and independence of the members and the
date of their appointment to the Committee. Appointments to the
Committee are made for a term of three years and may be renewed
for a further two terms.

For the purposes of the Code, the Board is satisfied that Anthony
Bickerstaff has recent and relevant financial experience and that the
Committee’s composition meets the requirements of the Code.

Attendance for all Board and Committee meetings is set out
on page 75.

ǟ accounting estimates and judgements;

ǟ going concern and resilience statements;

– external and internal audit:

ǟ regular reports and management actions;

ǟ effectiveness evaluations;

– internal controls, risk management and assurance:

ǟ financial control and assurance, risk management and

cyber security;

– governance:

ǟ legal and regulatory matters including Speaking Up, delegation

of authorities and terms of reference.

The Committee has examined the TCFD disclosures including the
reporting pillars to determine the Group’s ability to report against
each of them. It has examined the 11 recommendations this year
and is satisfied that steps are in place for full compliance next
year as required. The Group complies with a majority of these
recommendations: we seek to outline proposed steps to ensure full
compliance going forward.

Wincanton plc
Annual Report and Accounts 2023

The focus on cyber security which I reported on last year has
continued; a deep dive into the control environment around this
Group risk was undertaken in the year. A risk management update
is a standing item at every Audit Committee meeting, as part of our
ongoing focus on the maintenance of a robust control environment.

Read more about our risk management on pages 58 to 65.

I am pleased to confirm the successful outcome of the CFO recruitment
process with the appointment of Tom Hinton in August 2022. I am also
delighted to welcome our new Head of Internal Audit, Nadia Ahmed,
and look forward to working with them both to further develop the
effectiveness and efficiency of the finance and internal audit functions.

Following the external auditor BDO’s second financial year with
Wincanton, the annual evaluation of audit effectiveness has been
completed and is described in this report.

Focus in 2023
Alongside the standing matters the Committee considers at each
meeting regarding the financial statements, risk management
and internal controls the focus in 2023 will be to review upcoming
government proposals on resilience statements and governance
reforms together with the increased reporting requirements on
the impact of climate change on the Company.

In addition, the Committee will closely monitor the principal risks
in particular the changing macro-economics, cyber security and the
increasing use of technology and automation across the business,
together with opportunities to continue to enhance the operational,
compliance and financial control environments.

Anthony Bickerstaff
Audit Committee Chair
19 May 2023

Role and work of the Committee
The Committee has continued to ensure that robust and effective
risk management processes and internal controls remain in place.
The framework of the Committee’s duties and responsibilities is set
out in its terms of reference, which are reviewed annually by the
Committee and the Board. The terms of reference can be viewed on
the Company’s website www.wincanton.co.uk/investors/corporate
governance/board-committees/.

During the year, the Committee held three scheduled meetings to
deal with procedural matters as required. The Audit Committee also
met privately with the external auditor and separately with the Head
of Internal Audit after each of those meetings.

The Audit Committee assists the Board in fulfilling its oversight
responsibilities by:

– monitoring and reviewing the content and integrity of the Company’s
financial statements and narrative reporting, including a review of
the significant financial reporting judgements contained therein;

– considering the appropriateness of adopting the going concern
basis of accounting, identifying any material uncertainties and
reviewing the methodology and robustness of the viability
assessments undertaken;

– reviewing the Company’s internal and external controls, risk
management framework and the quality of the internal and
external audit processes;

– reviewing certain Group policies including Non-audit

Services, Tax, Treasury, Anti-Bribery and Corruption, Share
Dealing, Speaking Up, including the procedures in place for
whistleblowing and Sanctions;

– overseeing the engagement with the external auditor, reviewing

and monitoring its independence and making recommendations to
the Board regarding its remuneration and terms of engagement.

The Committee reports to the Board its activities and how it has
discharged its responsibilities, and any matters where it considers
action or improvement is needed, including recommendation
of remedial actions.

The Group’s CFO, Group Financial Controller, Head of Internal Audit
and the external auditor attend and report to each Audit Committee
meeting. The Chair of the Board and the CEO also regularly attend
the Audit Committee meetings by invitation.

The Committee has unrestricted access to Company documents,
management, internal audit, the Company Secretary, the external
auditor and any other advisers, as and when required.

Systems of internal control and risk management
The Committee monitors and reviews the Group’s systems of
internal control and risk management on behalf of the Board.

The Wincanton finance manual sets out the Group’s policies,
procedures and controls and is regularly updated to ensure that there
is continuous improvement to the Company’s control environment.

The Group’s systems and controls are designed to ensure that exposure
to significant risk is reduced and mitigated to the fullest extent possible,
with acknowledgement that not all risk can be eliminated.

Details of the Group’s principal risks and uncertainties, its systems
for risk management and control, and its statement following the
viability assessment are set out on page 62 of the Strategic report.

Wincanton plc
Annual Report and Accounts 2023

GovernanceAudit Committee report continued

Work plan for 2022/23

May 2022

November 2022

February 2023

Year end
– Annual Report and Accounts

Half year
– Review of draft Half Year

including External Auditor’s year
end report summary for sign-off

Statement for recommendation
to the Board

– Review of Stock Exchange

– Review of the half year going

announcement of preliminary
results for sign-off

– Review of accounting estimates,
judgement areas and compliance,
including financial reporting and
accounting policy

concern statement

– Review of accounting estimates,
judgement areas and compliance,
including financial reporting and
accounting policy

– Review of Non-audit fees policy

– Review of Non-audit fees report

and report

for approval

– Consideration of final dividend
proposal and recommendation
to the Board

– Consideration of interim dividend
proposal and recommendation
to the Board

External Audit

Year end planning
– Consideration of governance,
themes and planning for the
Annual Report and Accounts

– Review of accounting estimates,
judgement areas and compliance,
including financial reporting and
accounting policy

– Audit planning

– Review of half year report to

– Review of external auditor

– Review of annual year end report
to the Audit Committee including
draft audit opinion including
auditor independence and
objectivity and compliance with
ethical and professional guidance

– Reappointment of external

auditor for approval

the Audit Committee including
letter of representation, auditor
independence and objectivity
and compliance with ethical and
professional guidance

– Review of external auditor fee for
recommendation to the Board

– Consideration of process for external
auditor effectiveness evaluation

Internal Audit report

– Audit planning

– Internal audit report

– Audit planning

– Internal audit report

– Annual audit plan

– Approval of auditor terms of

engagement

– Annual effectiveness evaluation

– Audit planning

– Internal audit report

– Proposed internal audit

plan 2023/24

– Internal audit effectiveness

evaluation

Internal Controls, Risk Management and Assurance

– Review of Risk

Management report

– Review of Risk Management report

– Review of Risk

– Financial Control Environment and

Management report

– Financial Control Environment and

Assurance update

– Review of Effectiveness of
Internal Controls report

– Approval of half year risk
disclosure statement

– Annual review of Fraud policy

Governance

– Cyber security controls

environment review: deep dive

– Review of fraud controls report

– Review of Speaking Up

(whistleblowing) Register

– Review of Speaking Up

(whistleblowing) Register

– Review of Speaking Up

(whistleblowing) Register

– Board evaluation update as

– Review of Committee

– Annual review of Treasury policy

relating to the Audit Committee

annual workplan

and Tax strategy

– Compliance report including Sanctions

– Review of terms of reference

– Review of Delegation Matrix

– Audit Committee work

and Finance Manual

plan 2023/24

Meetings with Internal Auditor and External Auditor without management present

Wincanton plc
Annual Report and Accounts 2023

Significant financial judgements and key sources of estimation uncertainty

Area of focus

Role of the Committee

Conclusion

Pensions:
Defined
Benefit scheme

The Committee considered the key assumptions used in calculating
the pension asset and obligation and related income statement
items. These have been based on reports produced by the external
investment manager and the Scheme actuary.

Provisioning

The Committee considered the management judgement applied in
determining the amount and timing of provisions, reviewing reports
on the provisions held, including property, insurance, expected
credit loss, legal claims and other, during the year and as part
of the year end process.
A key source of estimation uncertainty arises in relation to the
insurance provision, and the determination of the assessment
of claims incurred but not received (IBNR).

Goodwill and
other impairment
reviews

The Committee has reviewed management’s approach to impairment
reviews, including the key estimates and judgements made. They have
challenged the cash flows and projected financial information in light
of the historical results and the current industry conditions.

Revenue
recognition

The Committee has considered management reports on the
following:

– accounting for new and modified contracts under IFRS 15, in
particular: the assessment of whether promises in contracts
constitute performance obligations; whether the services are
distinct; and whether they have been priced at a standalone
selling price;

– the assessment of start-up costs in determining if they relate

to an upfront fee or should be spread over the contract term; and

– the monthly assessment of accrued and deferred revenue to ensure
revenue is accounted for in the correct period, as the contracts and
invoicing arrangements vary considerably and differ depending
on the customer.

The Committee concluded that the valuation of
the assets and the assumptions made about the
discount rate, mortality, Consumer Price Index
and Retail Price Index were appropriate and the
disclosures in the Annual Report were appropriate.

The Committee receives regular updates on
legal claims and the level of provisions assessed
by management. The Committee satisfied itself
that the level of provisions was appropriate.

The Committee concluded that the key
judgements and assessments used are
appropriate and reasonable. There is sufficient
headroom and no goodwill impairment is
required. The Committee satisfied itself that
cash generating units, discount rates and central
overhead allocations are appropriate and
impairment provisions made relating to other
assets were appropriate.

The Committee concluded that management
has a robust process in identifying new
contracts and undertakes detailed reviews of
significant contracts to identify the appropriate
accounting treatment. Similarly, management’s
appropriateness of the recognition of revenue
was considered satisfactory.

Alternative
performance
measures
and non-
underlying items

The use of alternative performance measures and disclosure of
non-underlying items requires significant judgement given that
these measures are used in addition to statutory performance
measures and that no accounting standard defines specifically
what items should or what items should not be presented as
non-underlying.

Going concern
and viability

The Committee has considered if the Group has access to
sufficient resources to continue as a going concern. It has reviewed
management’s assessment of going concern and long term viability,
including the availability of committed facilities and the associated
financial covenants. The Committee has given particular attention to
the downside scenarios applied and the disclosures made in respect
of the going concern and viability statements.

The Committee considered management’s
presentation of non-underlying items to ensure
that alternative performance measures have not
been given undue prominence and are clearly
reconciled to statutory information and assessed
the reasonableness of the assumptions. The
Committee agreed with the recommendations
made by management.

The Committee concluded that it is appropriate
to prepare the accounts on a going concern
basis and recommend approval of the viability
statement together with the associated
disclosures.

Wincanton plc
Annual Report and Accounts 2023

GovernanceAudit Committee report continued

Priorities for next year include:
– ensuring continuity of support to the business and the Committee

from the new Head of Internal Audit and CFO;

– monitoring and reviewing processes and controls in the context

of the continued macro-economic uncertainty and cost pressures;

– oversight of the Group’s risk management systems, continuing

with deep dives into specific Group risks and potential future risks;

– ongoing focus on further strengthening internal financial and

compliance controls and ensuring that they continue to be applied
whilst at the same time addressing the efficiency of operations
and delivery of service to our customers;

– Oversight of the Group’s lease management system and

strengthening the associated controls in particular around
procurement across the organisation;

– a further review of the TCFD; and

– monitoring and implementing as appropriate best practice in good

governance and internal controls for audit committees.

Audit Committee effectiveness evaluation
The effectiveness of the Audit Committee was considered during the
year as part of an externally facilitated Board evaluation, the process
for which is described in detail on pages 80 and 83. Suggestions for
further development of the Committee’s effectiveness in the areas
of horizon scanning and ESG reporting were welcomed and will be
taken forward during the coming year. The actions which came out
of last year’s evaluation (length of committee papers and review
of the agenda setting process) have already been implemented.

The members of the Audit Committee receive regular opportunities
for training to ensure their knowledge of current best practice is up
to date, as is the case for all Board members. They all play a full role
in ensuring the committee meets its objectives and responsibilities,
and there is no over-reliance on any particular committee member.

Internal Audit function
The Group’s internal audit (IA) function independently reviews and
tests the effectiveness of the internal controls and risk management
systems through an annual IA programme, to ensure the Group
complies with corporate governance and regulatory responsibilities.

The Head of Internal Audit reports to the Audit Committee Chair
and has direct access to the CEO and CFO. In addition to attendance
at all Audit Committee meetings, the Head of Internal Audit reports
regularly to the EMT on Internal Audit reviews and is a member
of the Risk Management Committee.

The Internal Audit reports produced consider the extent to which
systems of internal control and risk management are designed,
operate effectively, manage or mitigate key risks, and safeguard
assets or limit liabilities.

The Internal Audit plan is developed alongside the risk management
process with each audit mapped into the relevant Group risk register.
It includes reviews of key risks, cyclical audits of basic areas of
process and site control environment reviews. There is a specific
plan and an auditor primarily focused on financial and non-financial
reviews of commercial contracts. The internal audit plan includes
contingency time to allow for investigation of emerging risks.

The role of internal audit and its scope are regularly reviewed to
ensure that the function remains independent, fit for purpose and
addresses business changes and regulatory requirements. The
formal Audit Charter is reviewed for approval by the Committee
annually.

During this financial year the IA team has achieved its audit plan
and delivered audits across a wide section of sites and business
areas. The team continues to promote early visibility and strong
engagement with management teams to offer added value to the
business. Greater use of data analytics will be explored for the
FY24/25 internal audit plan, and work has begun on an approach
to a Business Culture report with a focus on governance, risk and
compliance.

Internal Audit effectiveness evaluation
The UK Corporate Governance Code and the Institute of
Internal Auditors call for a regular quality assessment of the IA
function. Wincanton assesses effectiveness annually, this year by
questionnaire completed by the Committee members, the EMT
and managers of those areas that had been audited during the
year. The outcome of the evaluation showed improvement in the
areas of scope, value add and communication over the previous
year. The results reflect a wider understanding of the IA function’s
role within the business and a positive internal audit experience
for stakeholders. Feedback has been shared with the Head of
Internal Audit.

The Committee is confident that the IA function has appropriate
resources to be effective, and that the quality and expertise within
the function is appropriate for Wincanton.

External Auditor
External Auditor effectiveness and independence evaluation
The Audit Committee evaluates the effectiveness and independence
of the external auditor and its audit process annually in respect
of performance and conduct, taking into consideration relevant
UK professional and regulatory requirements. This is the
second evaluation since BDO’s appointment. The evaluation
process included:

– an effectiveness questionnaire open to all members of the

Audit Committee, all other members of the Board, the Company
Secretary and senior Finance management;

– feedback was sought on the year end process and scope of the
audit, communication between respective teams, evidence
of independence, challenge and insight and the auditor’s
commitment to audit quality;

– the review of feedback from the central finance team directly

involved in the external audit for year ended 31 March 2022; and

– an effectiveness discussion as scheduled annually at the Audit

Committee.

The Committee was satisfied that the external auditor is
independent and objective and was effective in the external audit
process. The feedback pointed to the opportunity for improvement
in early close activity, technical input and insight, which will be
monitored through the coming year. The Committee Chair has
continued his dialogue with the external auditor outside of
scheduled meetings in order to provide more detailed feedback.

Wincanton plc
Annual Report and Accounts 2023

Audit Quality Review (AQR)

Ratio of audit to non-audit work

The Audit Committee considered the FRC Audit Quality Inspection
and Supervision report on BDO for the 2021/22 period which
included the FRC’s findings on a sample of BDO audits inspected
and firm-wide procedures, in line with recommended governance
practice for Audit Committees.

The Audit Committee discussed the findings with the BDO
engagement partner and was assured that the serious findings were
very specific to the particular audits under review and there was
nothing that gave her concern as a read across to the Wincanton
audit process. BDO has publicly reaffirmed that quality is its absolute
priority and has set out the substantial enhancements made to a
number of areas at both firm-wide and audit stream level.

The AQR team of the FRC reviewed the external audit for the year
ended 31 March 2022. We welcomed its independent review and are
pleased to have discussed the process, best practices identified and
the reported matters with the external auditor which has embraced
the agreed actions.

Auditor independence
The Committee requires the external auditor to give an annual
confirmation of the actions it has taken to ensure objectivity and
independence, including where non-audit services are provided.

For the audit of these financial statements the external auditor
has confirmed compliance with the firm’s ethics and independence
policies, partner and staff compliance with its ethics and
independence manual, including prohibition on holding Company
shares. BDO has assured the Group that its ethics and independence
manual is fully consistent with the professional practice rules of the
FRC, the auditor’s regulator.

Every significant new engagement undertaken for the Company is
subject to acceptance procedures, requiring consultation with the
Senior Statutory Auditor.

BDO was appointed in April 2020 following a tender process.
Sophia Michael has remained the Senior Statutory Auditor since her
appointment in July 2020.

Non-audit services
The FRC Ethical Standard sets out the permissible non-audit services
that external auditors can perform, and BDO ensures that any
requests from the Company to provide non-audit services, to any
BDO office, are considered in the context of the Company’s policy
and the FRC’s ethical standards.

The Company’s Non-audit Services Policy is intended to put in place
appropriate controls for the approval and engagement of any non-
audit assignments according to the nature and value of the work,
to safeguard audit objectivity and independence.

100%

80%

60%

40%

20%

10%

11%

as at 31 March (£m)

Audit fees:

Non-audit fees:

FY23 – 0.8
FY22 – 0.71

FY23 – 0.09
FY22 – 0.08

FY23

FY22

1 The FY22 audit fee increased from the figure reported last year (£0.59m) as

it now includes the audit of the Cygnia entities.

Non-audit fees solely represent the external auditor’s review of the
half year financial statement. The level of non-audit fees and the
ratio to audit fees is not considered to give rise to any impairment
of the auditor’s independence or objectivity.

Full disclosure of audit and non-audit fees paid in the year ended
31 March 2023 are set out in Note 4 ‘Operating profit’ to the
financial statements on page 136.

During the year the FRC completed a limited scope review of
Wincanton’s 2022 Annual Report and Accounts. One observation
was made around the disclosure of deferred tax on the acquisition
of Cygnia but no questions or queries were raised. The Committee
was pleased to learn from the FRC that one of Wincanton’s other
disclosures from the 2022 Annual Report was to be included in its
thematic review of business combination disclosures, a review which
highlights some examples of better practice.

Audit Committee consideration of the fair, balanced
and understandable statement
This Annual Report and Accounts is subject to a verification process
undertaken by section contributors and independent reviewers,
and, at the request of the Board, an overall review by the Audit
Committee. In conjunction with these verifications and considering
its own discussions during the year, the Committee forms an opinion
on whether the Annual Report and Accounts as a whole is consistent
and balanced. The Committee then recommends approval of the
report to the Board.

The Statement of Directors’ Responsibilities can be found
on page 113.

Wincanton plc
Annual Report and Accounts 2023

GovernanceDirectors’ remuneration report

The report of the Remuneration Committee

The Company’s remuneration
structure has been designed
to support strategy as
well as promote long term
sustainable success.

Gill Barr
Remuneration Committee Chair

Dear shareholder
I am pleased to present the Remuneration Committee report for
the financial year ended 31 March 2023.

Remuneration and its strategic context
The Committee seeks to ensure a clear link between Executive
Directors’ pay, the delivery of Group strategy and enhancement
of shareholder value.

Wincanton remains committed in its chosen markets to driving
growth throughout the business through innovation and adopting
new technologies. Despite a more challenging macro environment,
the Group remains confident in its strategy and its ability to deliver
sustainable growth in the long term.

Outturns for the year
Wincanton has had a year of profitable growth, delivering the highest
underlying profit since the Company listed, despite an increasingly
challenging trading environment. Underlying profit before tax increased
to £62.1m, representing a 6.9% increase versus the prior year.

Service performance remains a key strength for the business, as
reflected by the delivery of a number of key contract renewals as well
as organic growth in new areas of activity from existing customers.
In addition, continued progress has been made in the delivery of
our strategic goals, including the implementation of robotics and
automation in our operations.

I would like to thank our colleagues for their continued hard work and
dedication to the Company.

Annual Bonus awards for the year were based on underlying profit before
tax as well as financial and non-financial objectives, including annualised
net sales wins, average net debt and ESG measures . Performance against
these targets resulted in an Annual Bonus outcome of 28% for James
Wroath and 29% for Tom Hinton. The Annual Bonus for Tom Hinton has
been pro-rated to take into account the proportion of the year he was
employed by the Group.

The 2020 LTIP was based 100% on TSR performance versus the FTSE
All-Share (excluding investment trusts). As it was a policy year, the award
was made following the AGM. The 2020 LTIP was based on performance
assessed over the three years from the date of grant. As a result, the
performance period for this award will end on 30 July 2023 and therefore
final vesting is yet to be determined. At 30 April 2023, Wincanton’s TSR
was tracking at just below median against the comparator group and
therefore the award is currently expected to lapse. To the extent that any
vesting does occur following the end of the performance period, a two
year post-vesting holding period will apply.

The Remuneration Committee’s report set out on pages 90 to 110
provides detailed explanation of its delegated responsibilities and
its work during the year. The Company’s remuneration structure has
been designed to support strategy as well as promote long term
sustainable success.

Contents

Committee Chair introduction

At a glance – outturn and Policy implementation

Report on remuneration

Directors’ Remuneration Policy

Committee membership

Page

105

Member

Gill Barr

Role

Status

Appointment date

Committee
Chair

Independent September 2017

Debbie Lentz

NED

Independent

June 2019

Sir Martin Read CBE Chair

Independent August 2018

The table above shows the Remuneration Committee membership
as at 31 March 2023, the role and independence of the members
and the date of their appointment to the Committee. Appointments
to the Committee are made for a term of three years and may be
renewed for a further two terms. Attendance for all Board and
Committee meetings is set out on page 75.

Wincanton plc
Annual Report and Accounts 2023

The 2020 LTIP award was also subject to a discretionary underpin to guard
against windfall gains. While the award is currently tracking to lapse in
full, as the performance period is still to run, the awards may still vest.

In line with the Committee’s commitment to shareholders,
the Committee will review a range of factors in making a final
determination to account for excessive gains. While final vesting has
not yet been determined the Committee is currently not minded to
make any adjustment. Factors considered include the following:

– Share price at grant – the 2020 LTIP award was granted at a share
price of £1.82. This was approximately 20% lower than the price at
which the 2019 LTIP award was granted to James Wroath (£2.26).

– Time of grant – the 2020 LTIP award was granted on 30 July 2020,
at a price of £1.82. The main period of volatility in the share price
was experienced in March 2020. The July price was approximately
17% higher than the lowest share price experienced during the main
period of volatility in March 2020.

– Speed of recovery – the increase in share price during the

performance period occurred relatively gradually over a period of
12 months, rather than a quick recovery following the share price
fall as a result of Covid-19.

– TSR performance condition – the 2020 LTIP award was based solely
on TSR relative to the FTSE All-Share (excluding investment trusts).
The relative nature of this performance measure means that any
vesting considers general market movement experienced over the
performance period.

The Committee also considered both the Annual Bonus outturn and
the estimated vesting under the 2020 LTIP carefully in the context of
the Group’s performance in the year and determined that the amounts
were a fair reflection of performance in this past financial year.

Recruitment remuneration arrangements for CFO
We were delighted to welcome Tom Hinton to the Board as our new
CFO on 15 August 2022. Tom’s remuneration arrangements have been
set in line with the existing Remuneration Policy, approved in 2020.

On appointment Tom’s salary was set at £360,000 and he will receive a
pension contribution of 4%, in line with the wider workforce. His annual
bonus opportunity was set at 100% of salary, and his maximum LTIP
opportunity was set at 135% of salary, formalising the rebalancing of
incentives implemented as part of the 2020 Directors’ Remuneration
Policy. While the total incentive opportunity is modestly higher than the
previous incumbent (235% versus 220%), the package is weighted more
towards the longer term, and the annual bonus opportunity is lower
(100% versus 120%). No buyout payments have been made.

The Committee considers that this package is appropriate considering
Tom’s significant experience as a CFO.

New Remuneration Policy
After three years of operation of the current Remuneration Policy,
Wincanton is required to submit a revised Remuneration Policy to
shareholders at the 2023 AGM. The Committee undertook a full
review of the approach to remuneration during the year to ensure it
remains appropriate for our business, aligns with the overall strategy
and appropriately incentivises our Executive Directors. This review
also considered evolving investor expectations and the current social
and economic environment.

Following the review, the Committee concluded that the existing
policy continues to appropriately support and incentivise the delivery
of our strategy whilst aligning with the interests of our shareholders.
Therefore, the new Remuneration Policy remains largely unchanged,
other than the following main changes, which are primarily a result
of removing a number of legacy arrangements which are no longer
relevant following the appointment of Tom Hinton as CFO:

– alignment of Executive Director pensions with the workforce rate

for all executive directors;

– removal of legacy Annual Bonus maximum opportunity of 120%

of salary. The maximum Annual Bonus opportunity for all Executive

Directors is now 100% of salary; and

– the new Remuneration Policy has been updated to incorporate

the new Deferred Bonus Plan rules. No significant changes to the
operation of the deferred bonus have been made.

Salary review
During the year, the Committee undertook a review of the Executive
Directors salaries as part of our annual review cycle, taking into account
a wide range of factors. The Committee carefully considered the
current economic environment and determined that increases for the
Executive Directors should be below the general increase applied to
the wider workforce. The Committee determined that a 4% increase
will apply to Executive Director salaries, significantly below the 7.6%
increase applied to the wider workforce, effective from 1 July 2023.

Incentives for FY24
There are no significant changes to the overall incentive framework
for FY24.

Wincanton aspires to be a truly sustainable company and recognises
the need to play a part in the supply chain industry’s role in protecting
the future of our planet. In line with our long term ambitions to
achieve net-zero carbon emissions by 2040, a carbon intensity
measure, based on scope 1 and 2 carbon emissions relative to revenue,
has been introduced to the Annual Bonus for James Wroath. 70%
of the Annual Bonus for both James Wroath and Tom Hinton will
continue to be based on underlying profit before tax.

The maximum annual bonus opportunity will be 100% of salary for both
Executive Directors, in line with the approved Remuneration Policy.

The 2023 LTIP will continue to be based 50% on underlying EPS and
50% on relative TSR.

The Committee seeks to set targets that are appropriately stretching,
motivating and aligned with the long term strategy. The unexpected loss
of a government contract, on top of the challenging macro-economic
environment, has meant that we have had to reduce EPS expectations
for FY24. While the Board is confident that there will be a higher level
of growth in FY25 and beyond, the Committee was conscious that our
normal EPS growth targets 5% to 10% growth per annum would be
measured from a base FY23 EPS, which was a record high. Therefore, the
Committee determined that the 2023 LTIP will require EPS performance
of 47.9p (equivalent to 4% per annum growth) and 55.2p (equivalent to 9%
per annum growth) in FY26 at threshold and maximum respectively. While
these targets are modestly lower than the targets set for the previous
LTIP awards, the Company will need to achieve EPS growth per annum in
the double digits from the expected position in FY24 to achieve threshold
vesting. Therefore, the Committee will consider the appropriateness
of the EPS targets for the 2024 LTIP next year to ensure they are
appropriately stretching, given the expected lower base EPS in FY24.

The intention is for 2023 LTIP awards to be made to James Wroath and
Tom Hinton following the 2023 AGM. In determining the appropriate
award level, the Committee will consider the share price at the time of
the grant. The Committee will retain the ability to adjust the vesting
outcome for windfall gains at the end of the performance period, and
the factors considered by the Committee will be disclosed at that time.

Resolutions proposed at the AGM
The new Remuneration Policy will be presented to shareholders for a
binding vote, while the Annual Report on remuneration will be presented
to shareholders for an advisory vote at the forthcoming AGM.

In addition, the new Deferred Bonus Plan rules and the revised LTIP
rules will be presented to shareholders at the forthcoming AGM.

I hope that our shareholders will continue to support the decisions we
have made.

Gill Barr
Remuneration Committee Chair
19 May 2023

Wincanton plc
Annual Report and Accounts 2023

GovernanceDirectors’ remuneration report continued

Consideration of wider workforce pay and conditions
Wincanton is a people powered business, with dedicated teams
at the heart of the service we aim to deliver to our customers. We
are therefore committed to ensuring the pay and conditions of our
workforce allow our colleagues to achieve their full potential and
provide a great customer experience.

Remuneration below the Board
– Salary levels are set in line with market requirements and the

workforce salary environment is taken into consideration when
reviewing salary increases for EDs and the EMT.

– All employees are eligible to participate in the Wincanton plc

Pension Scheme.

We have a number of initiatives in place to allow us to listen to the
views of our staff and act upon them to ensure Wincanton is a great
place to work.

These include:

– listening group meetings with all major employee stakeholders
and steering groups for other key colleagues including general
managers and drivers, in addition to our regular departmental and
Group-wide meetings;

– the EMT hosts regular business briefings to update managers on

the Group’s business performance and new innovations, as well as
providing opportunities for managers to raise questions through
our Q&A sessions;

– The Company provides a range of benefits for employees. These

– the CEO, COO and CPO plan to attend four sites per year for

are accessed online through a benefits and communication platform
that also keeps colleagues updated with Company information.

– Strong individual, business line and Company performance is

incentivised and recognised through our Annual Bonus schemes
and, for our most senior employees, the LTIP.

– Recognition of great performance and outstanding achievements
through our Company-wide, peer to peer recognition platform
‘A Little Thank You’, alongside our ‘Wincanton Way’ and ‘Driver
of the Year’ awards. The Driver of the Year competition is a
highly celebrated annual event that recognises the very best
skill, talent, professionalism and knowledge from drivers across
the business.

– Employee ownership in the Company and alignment with the

delivery of the Group strategy is encouraged through participation
in the Share Incentive Plan (SIP).

Workforce engagement
Under the leadership of the Senior Independent Director, a process is
in place to engage with all employees through a series of site based
meetings to ensure employee opinion is considered in informing
Board decision-making. These meetings provide the opportunity
to inform the attendees on matters considered of interest to them
including Board strategy, remuneration strategy, diversity and
inclusivity, corporate values and communication.

direct engagement with colleagues and all members of the Senior
Management Group have been buddied up with a site to build
stronger relationships with the operations; and

– regular “your pulse” engagement surveys and a network of local

engagement champions.

Please refer to page 47 for details of how we have responded
to points raised from these engagement sessions.

Not all about pay
We are committed to making Wincanton a great place to work where
our employees feel safe, appreciated and engaged. We foster and
embrace employee diversity and inclusion and encourage our people
to live our values. We work hard to ensure that employees of all
backgrounds, genders and ethnicities are valued equally and are
offered the same opportunities within an inclusive workplace.

At Wincanton, we place great importance on providing development
opportunities for all our employees to build their careers. Employees
are able to enhance their skills through a portfolio of training and
development opportunities including apprenticeship, graduate and
leadership programmes.

Pay ratio
The CEO pay ratio table shows the ratio of pay between the CEO of Wincanton and Wincanton’s UK employees. The ratio compares the total
remuneration of the CEO against the total remuneration of the median UK employee and those who sit at the 25th and 75th percentiles.

Year

2020

2021

2022

2023

Method

Option B

25th percentile pay ratio

Median pay ratio

75th percentile pay ratio

63:1

38:1

57:1

32:1

49:1

32:1

47:1

25:1

41:1

22:1

35:1

19:1

Employees

Salary

Total pay and benefits

25th percentile pay

£20,686

£21,167

Median pay

£26,390

£26,886

75th percentile pay

£34,000

£34,832

Wincanton’s CEO pay ratios have been calculated using Option B, based on the availability of data at the time the Annual Report was published.
This uses the most recent gender pay data to identify the three employees that represent our 25th, 50th and 75th percentile employees. The total
remuneration for these individuals has then been calculated based on all components of pay for 2022/23, including base salary, performance-based
pay, pension and benefits. The Committee considers that this provides an outcome that is representative of the employees at these pay levels.

Where an identified employee was part time, their figures have been converted to a full time equivalent. No other adjustments were necessary and
no elements of employee remuneration have been excluded from the pay ratio calculation.

The date by reference to which the Company determined the 25th, 50th and 75th percentile employees was 31 March 2023.

The year on year change in the pay ratio reflects both the lower levels of performance pay for the CEO in 2023 and the relative growth of pay that
has been seen in the workforce following recent inflationary pressures. This has meant the ratios have moved back toward the level of 2021, with
some improvement. The Committee believes that the median pay ratio is consistent with the remuneration policies of the Company, and considers
wider workforce pay and conditions in determining CEO remuneration as outlined at the top of this page.

Wincanton plc
Annual Report and Accounts 2023

Gender pay

Hourly rate of pay

Bonus pay

Mean

Median

2022/23: 7% (2021/22: 6%)

2022/23: 11% (2021/22: 51%)

2022/23: 11% (2021/22: 9%)

2022/23: 31% (2020/21: 32%)

Governance, reporting and stakeholders
– Review of Directors’ Remuneration Policy;

– Review of the Deferred Share Bonus Plan and LTIP rules;

– Review of the Executive Directors’ remuneration arrangements

against governance changes and good practice;

– Consider the Group people strategy and compliance with policy;

– Approval of remuneration reporting; and

– Annual review of Committee’s terms of reference.

Committee responsibilities and composition
The Committee is responsible for ensuring that the remuneration
of Directors and senior management supports the delivery of the
strategic goals of the Group without encouraging undesirable risk-
taking behaviour. This is achieved through the Committee approving
all aspects of Executive Director and EMT remuneration, and
monitoring pay arrangements for the wider workforce.

The terms of reference set out the full responsibilities of
the Committee, and are available on the Group’s website at
www.wincanton.co.uk.

The Committee comprises three members including Gill Barr
as Committee Chair, Sir Martin Read CBE, and Debbie Lentz. All
Committee members have been on the Committee throughout the
reporting period.

There were six Committee meetings held during the year.

During the year, all members of the Committee were independent
NEDs, and were selected to represent a broad range of backgrounds
and experience to provide balance and diversity. The CEO, CFO
and Chief People Officer may attend the Committee’s meetings by
invitation to provide advice and assistance on specific matters. The
Company Secretary acts as Secretary to the Committee. No attendee
is present when their own remuneration is being discussed.

Further details of Committee membership and attendance at
meetings are shown in the Corporate governance report on page 75.

This year has seen the median gender pay gap remain relatively
static on a year-to-year basis moving between 9% and 11%. The
mean gender pay gap has grown slightly but remains consistent with
prior years.

The median bonus pay gap has remained at a comparable level to
FY22 while the mean bonus pay gap has decreased. We have again
seen increases in the number of bonuses paid out to both men
and women this year (defined as any bonus payment through the
payroll); with the number of senior colleagues in the Group Annual
Management Bonus staying relatively static this means that a larger
number of smaller amounts are being processed as bonuses in the
business with this having an impact on the equalising the mean gap.

Although the proportion of females in the business as a whole
remains low there has remained small but steady growth overall.
When looking at the proportion of female employees in each pay
quartile these results show a relatively static picture.

Diversity and inclusion
As people driven business, Wincanton places particular emphasis
on developing a diverse and inclusive culture, where people feel
they belong. We are proud to support the provision of employment
opportunities to diverse and underrepresented groups, this year
launching our Shine Programme focusing on ex armed forces
personnel and their families, ex offenders and the long term
unemployed. We attained Disability Confident Employer status
(Level 2) in November 2022, building an environment that supports
our disabled colleagues and have partnered with Mencap to offer
traineeships and support internship opportunities for young people
with autism, learning difficulties and learning disabilities. In the past
year we have supported national inclusion events including, our
first participation in Birmingham Pride, as well as holding events in
recognition of International Women’s Day and Black History Month
and launching new internal networks including LGBTQ and carers
and expanding our network supporting our ex armed services
colleagues.

Key Committee activities in the year
Pay and reporting
– Consider pay recommendations for the Executive Directors

and the EMT.

– Approve incentive outcomes for Executive Directors and the EMT.

– Consider incentive grants to Executive Directors and other senior

management, including performance measures and targets.

– Monitor performance for unvested LTIP awards.

– Approve incoming CFO remuneration package.

– Review all employee reward.

Wincanton plc
Annual Report and Accounts 2023

GovernanceDirectors’ remuneration report continued

UK Corporate Governance Code: Provision 40
When considering the proposed operation of the Remuneration Policy for FY24, the Committee was mindful of the following factors set out
in the Code:

Clarity

Simplicity

The Committee welcomes open and frequent dialogue with shareholders on the approach to remuneration. We refreshed
and simplified our approach to remuneration disclosure in 2019.

Our remuneration arrangements for Executive Directors, as well as those throughout the organisation, are simple in
nature and well understood by both participants and shareholders.

Risk

The Committee considers that the structure of incentive arrangements does not encourage inappropriate risk taking.

Under the Annual Bonus and LTIP, discretion may be applied where formulaic outturns are not considered reflective of
underlying Company or individual performance.

Annual Bonus deferral, the LTIP holding period and our shareholding requirement, including post-cessation shareholding
requirement, provide a clear link to the ongoing performance of the business and the experience of our shareholders.

Malus and clawback provisions apply to both the Annual Bonus and LTIP.

Predictability

Our Remuneration Policy contains details of the maximum opportunity levels under our Annual Bonus and LTIP, with
actual outcomes dependent on performance achieved against predetermined measures and target ranges.

The range of outcomes is illustrated by the scenario charts included within the Remuneration Policy on page 110.

Discretion provisions under the Annual Bonus and LTIP allow the Committee to adjust the formulaic outcomes where
considered appropriate, including where the outcome is not considered appropriate in the context of circumstances that
were unexpected or unforeseen at the start of the relevant period.

Proportionality

The Committee’s ability to apply discretion ensures appropriate outturns in the context of long term Company
performance.

The balancing of the incentive package to the long term, the holdings periods, and bonus deferral all provide greater
alignment between Executive Directors’ remuneration outcomes and long term Company performance.

Our performance measures and target ranges under the Annual Bonus and LTIP are aligned to Company strategy.

Alignment
to culture

Wincanton is a people-powered business, with dedicated teams at the heart of the service we aim to deliver to our
customers. Consideration of the pay and conditions of our workforce is therefore an important perspective for
considering executive pay.

All employees are entitled to participate in the pension scheme. The pension level for the Executive Directors has been
set at the rate provided to the wider workforce. Strong individual, business line and Company performance is incentivised
and recognised through our Annual Bonus schemes and, for our most senior employees, the LTIP.

Factors considered in the review of the Remuneration Policy
When reviewing the Policy and its disclosure, the Committee took into consideration the following:

– close alignment to the ongoing Company strategy;

– close alignment with our key stakeholders, including our shareholders, customers and employees;

– due consideration of latest corporate governance developments and the views of our shareholders;

– ensuring that total remuneration levels are fair, proportionate and competitive in comparison to companies of a similar size and complexity

to Wincanton, and appropriately reflect the responsibilities and experience of the individual;

– ensuring that the remuneration structure appropriately incentivises and rewards achievement of the Company’s short term and long term

objectives;

– the need to retain sufficient flexibility in the operation of the Policy, such that outcomes are fair and appropriate in light of business and

individual performance and any significant external factors; and

– communicating the Policy in a clear and concise manner.

Wincanton plc
Annual Report and Accounts 2023

‘At a glance’ – Year ended 31 March 2023 outturns

Element

Salary

Year ended 31 March 2023 outturn

Salary effective 1 July 2022:

Pension and
benefits

Annual Bonus

CEO

Salary effective from 15 August 2022:

CFO

£515,865

£360,000

– Pension contribution of 4% of salary for the Executive Directors.

– Benefits provided in line with approved policy.

For the year ended 31 March 2023, the maximum bonus opportunity was 100% of salary for the Executive Directors, based
on the following quantitative measures.

Measure

Underlying profit before tax

Annualised net sales wins

Health and safety

Diversity and inclusion

Average net debt

Employee engagement

Total

Weighting
(CEO)

Weighting
(CFO)

70%

10%

70%

10%

–

100%

CEO

10%

28%

CFO

10%

–

29%

– Tom Hinton joined the Group on 15 August 2022. His Annual Bonus has been pro-rated to take into account proportion

of the year he was employed by the Group.

LTIP

– Total estimated vesting: 0% of maximum.

– Final vesting to be confirmed following the end of the performance period (30 July 2023).

– Windfall gains to be considered following the end of the performance period, taking into account the factors disclosed

on page 94. The Committee is currently not minded to make an adjustment to the vesting out turn.

– Any awards vesting will be subject to a two year holding period.

Single total figure
of remuneration

£’000

Salary

Pension and benefits

Relocation benefits

Annual Bonus

LTIP

Total

James Wroath (CEO)

Tom Hinton (CFO)

Year ended
31 March 2023

Year ended
31 March 2022

Year ended
31 March 2023

Year ended
31 March 2022

495

–

144

670

431

286

371

1,156

227

–

317

–

Wincanton plc
Annual Report and Accounts 2023

Governance

Directors’ remuneration report continued

‘At a glance’ – Implementation for the year ended 31 March 2024

Element

Salary

Summary of implementation for the year ended 31 March 2024

– Salary increase of 4% for the Executive Directors, lower than the average wider workforce increase of 7.6%.

– Implemented with effect from 1 July 2023.

James Wroath

Tom Hinton

Salary from 1 July 2023

£536,500

£374,400

Increase

Pension and
benefits

– Pension contribution of 4% of salary for the Executive Directors, in line with the wider workforce.

– Benefits include company car or car allowance and private medical insurance.

Annual Bonus

Maximum opportunities of:

– 100% of salary for both Executive Directors.

– For FY23, an carbon intensity metric has been added for the CEO.

– The Annual Bonus measures will therefore be based 70% on underlying profit before tax, 5% on a diversity and inclusion
target and 25% on other quantitative strategic objectives (including a carbon intensity metric with a 5% weighting for
the CEO) .

– In line with the Policy, 50% of any bonus earned above 50% of maximum will be deferred into Company shares for

two years.

– The Committee retains the ability to operate discretion to override the formulaic bonus outcome where it is not

reflective of underlying Company performance.

– Malus and clawback provisions apply.

LTIP

The LTIP award for 2023 will continue with targets based on EPS and TSR.

Weighting

50%

Threshold vesting
(25% of maximum)

Maximum vesting

Median

Upper quartile or above

47.9p

55.2p

Relative TSR vs. FTSE All-Share
excluding investment trusts

EPS for FY26

Normal maximum opportunities:

– CEO: 150% of salary.

– CFO: 135% of salary.

– Awards will be subject to an underpin to guard against windfall gains. The factors considered in assessing whether

windfall gains have occurred will be disclosed at the time of vesting.

– Awards vesting will be subject to a two year post-vesting holding period.

– Malus and clawback provisions apply.

Shareholding
requirements

– CEO: 200% of salary.

– CFO: 150% of salary.

– Executive Directors are required to hold full incumbent shareholding requirement (or actual shareholding on departure

if lower) for one year post-departure.

– This requirement applies to shares acquired from incentives vesting from the adoption of the revised Policy.

The following pages 105 to 110 provide details of how Wincanton’s Remuneration Policy was implemented during the financial year ended
31 March 2023 and how it will be implemented in FY24.

Wincanton plc
Annual Report and Accounts 2023

Remuneration report
Single total figure of remuneration – Executive Directors (audited)
The following audited table sets out the single total figure of remuneration for Executive Directors for the years ended 31 March 2023 and
31 March 2022.

Salary

Relocation benefits2

Taxable benefits

Pension related benefits

Total fixed pay

Annual Bonus

LTIP3

Total variable pay

Total

James Wroath

Tom Hinton1

31 March
2023
£’000

31 March
2022
£’000

31 March
2023
£’000

31 March
2022
£’000

495

–

526

144

–

144

670

431

499

286

371

657

1,156

227

–

247

n/a

317

–

1 Tom Hinton joined the Board on 15 August 2022. The figures above include remuneration paid from 15 August 2022.

2 For FY22 only, benefits for James Wroath included US tax advice support related to his relocation.

3 James Wroath’s 2020 LTIP is due to vest on 31 July 2023, based on performance to 30 July 2023. As at 30 April 2023, the 2020 LTIP is expected to lapse in full.

Details of the actual vesting will be provided next year.

Salaries
Executive Directors will receive an increase of 4%, effective from 1 July 2023, which is lower than the average wider workforce increase of
7.6%. Current salaries are shown below:

James Wroath

Tom Hinton

Salary during
2022/23

£515,865

£360,000

Salary
increase

Salary from
1 July 2023

£536,500

£374,400

Taxable benefits and pension-related benefits
Benefits include a company car benefit, healthcare and, for James Wroath for FY22 only, US tax advice support related to his relocation.

The Company contributes to the pension scheme on behalf of Executive Directors, and provides a salary supplement in lieu of such
contributions where the value exceeds the HMRC annual allowance. During the year, the Company paid a contribution equivalent to 4% of
salary for each of the Executive Directors. This is aligned to the pension available to the wider workforce.

Incentive outturns
Year ended 31 March 2023 Annual Bonus
For FY23, James Wroath and Tom Hinton had a maximum bonus opportunity of 100% of salary. The performance measures were underlying
profit before tax (PBT) and delivery of strategic objectives as detailed below. All strategic objectives were based on quantitative targets.

The Annual Bonus opportunity for Tom Hinton was pro-rated to take into account the proportion of the year he was employed by the Group.

Underlying PBT performance (70% of Annual Bonus):

Underlying PBT target

Proportion of maximum payable

Threshold

Target

Maximum

Actual

£63.8m

£65.4m

£68.7m

£62.1m

25%

50%

100%

Wincanton plc
Annual Report and Accounts 2023

Governance

Directors’ remuneration report continued

Remuneration report continued
Incentive outturns continued
Strategic objectives and achievements for James Wroath (30% of Annual Bonus):

Objective

Health and safety

Weighting Target

5% LTIFR of 0.33 or below

Achievement

LTIFR of 0.31

Net wins

Cash flow

10% Annualised net sales wins of £75m, with no dilution

Net sales wins of £99.1m

to the Group margin

5% Deliver an average net debt of £38.5m for FY23

Average net debt of £18.5m

Diversity and inclusion

5% Increase female representation of our Senior

Management Group to at least 28% by FY23

Female representation within our
senior leadership was 30.3%

Engagement

5% Achieve an increase in overall workforce

engagement by FY23

Workforce engagement increased by
3% in the year

Total (maximum 30%)

30%

Strategic objectives and achievements for Tom Hinton (30% of Annual Bonus):

Objective

Health and safety

Weighting Target

5% LTIFR of 0.33 or below

Achievement

LTIFR of 0.31

Net wins

Cash flow

10% Annualised net sales wins of £75m, with no dilution

Net sales wins of £99.1m

to the Group margin

10% Deliver an average net debt of £38.5m for FY23

Average net debt of £18.5m

Diversity and inclusion

5% Increase female representation of our Senior

Management Group to at least 28% by FY23

Female representation within our
senior leadership was 30.3%

Total (maximum 30%)

30%

Following consideration of the above, the Committee awarded Annual Bonuses as follows:

Outcome

10%

28%

Outcome

10%

29%

Objective

Underlying PBT outturn (% of bonus)

Strategic objectives outturn (% of bonus)

Overall outturn (% of opportunity)

Weighting James Wroath Tom Hinton

70%

30%

28%

29%

The Committee considered the amounts carefully in the context of the Group’s performance, and current environment, and determined that the
amounts were a fair reflection of performance in the past financial year. The approach aligns with that taken for the wider management population.

2020 LTIP
In July 2020, a Long Term Incentive Plan (LTIP) award of 150% of salary was granted to James Wroath, based on relative TSR performance vs.
the FTSE All-Share Index (excluding investment trusts). The performance period for this award runs until 30 July 2023.

As the performance period is still in progress, an estimate of vesting (based on performance to 30 April 2023) has been calculated. The
performance targets and estimated performance are shown in the table below:

Measure

Threshold (25% of
maximum vesting)

Relative TSR (100%)

Median

Total LTIP vesting

Maximum

Upper quartile

Estimated performance

Just below median

Estimated vesting
(% of maximum)

Wincanton plc
Annual Report and Accounts 2023

Scheme interests awarded in the year ended 31 March 2023 (audited)
LTIP awards made in the year ended 31 March 2023
LTIP awards of 150% and 135% of salary were made to James Wroath and Tom Hinton respectively during the year, as set out below.

Date of award

James Wroath

15 July 2022

Tom Hinton2

15 August 2022

Share
price 1

£3.63

£3.81

No. of nil cost options
granted under the LTIP

Face value of award (£)

Percentage vesting at
threshold performance

Performance period
end date

213,461

113,287

773,796

431,997

25%

31 March 2025

1 Average share price over the three business days preceding the date of grant.

2 The award made under the 2022 LTIP to Tom Hinton was pro-rated to take account of his start date of 15 August 2022.

The awards are 50% based on relative TSR performance vs. the FTSE All-Share Index (excluding investment trusts), with 25% vesting at median
and 100% vesting at upper quartile. The remaining 50% is based on basic underlying EPS, measured on point to point growth. Threshold
vesting for EPS is 5% growth per annum and maximum is 10% growth per annum.

Deferred Annual Bonus awards
In line with the Remuneration Policy, 50% of the FY22 bonus above 50% of maximum was deferred into shares, as set out below.

James Wroath

Date of award

15 July 2022

Share
price 1

£3.63

No. of nil cost options
granted under the LTIP

Face value of award (£)

9,577

34,717

Vesting date

15 July 2024

1 Average share price over the three business days preceding the date of grant.
Incentive framework for FY24

Annual Bonus
For FY24, the maximum bonus opportunity will be 100% of salary for both of the Executive Directors in line with the approved Remuneration
Policy. 50% of any bonus paid above 50% of maximum will be deferred into shares for two years.

LTIP
The intention is for 2023 LTIP awards to be made to James Wroath and Tom Hinton following the 2023 AGM, in determining the appropriate
award level, the Committee will consider the share price at the time of grant. The performance targets are set out below:

Relative TSR vs. FTSE All-Share excluding investment trusts

EPS for FY26

Weighting

50%

Threshold
(25% of max)

Maximum

Median

Upper quartile or above

47.9p

55.2p

Awards will be subject to an underpin to guard against windfall gains. The factors considered in assessing whether windfall gains have
occurred will be disclosed at the time of vesting.

In line with the approved Remuneration Policy, a two year holding period will apply to awards post-vesting.

Single total figure of remuneration – Non-executive Directors (audited)
The following table sets out the single total figure of remuneration for Non-executive Directors for the years ended 31 March 2023 and
31 March 2022.

£’000

Gill Barr

Anthony Bickerstaff

Mihiri Jayaweera

Debbie Lentz

Stewart Oades

Sir Martin Read CBE

Total

Fees

2023

2022

202

483

193

468

Fees
The base fee paid to the Non-executive Directors have been reviewed and increased by 4%, in line with the salary increases for the Executive
Directors, with effect from 1 July 2023. This increase is lower than the average increase for the wider workforce of 7.6%.

Role

Chair

Non-executive Director base fee

Additional Senior Independent Director fee

Additional Remuneration/Audit Committee Chairman fee

Fee from
1 July 2023

Fee from
1 July 2022

£ 209,614

£201,552

£ 52,955

£ 11,032

£50,918

£10,608

Wincanton plc
Annual Report and Accounts 2023

GovernanceDirectors’ remuneration report continued

Payments to past Directors (audited)
There have been no payments to past Directors.

Payments for loss of office (audited)
There have been no payments for loss of office.

Share ownership and share interests (audited)
Executive Directors are subject to shareholding requirements. James Wroath and Tom Hinton are required to accrue and then maintain a holding
of shares with a value of 200% and 150% of salary respectively within five years of appointment, as assessed by the Committee from time to time.

At 31 March 2023, James Wroath held shares to the value of £202,988 representing 39% of salary. Tom Hinton held shares to the value
of £212 representing 0% of salary.

Post-cessation shareholding policy
Departing Executive Directors will normally be required to hold Company shares for a period of time following cessation of their roles as
Executive Director. The policy took effect from 1 April 2020 and will apply to shares delivered or acquired from Annual Bonus deferral and
LTIP vesting from this date.

Under this policy:

– Executive Directors will be required to hold shares to the value of 100% of their incumbent shareholding requirement (or their actual

shareholding, excluding personal investment, on cessation if lower);

– this shareholding will apply for one year post-departure;

– shares no longer subject to performance conditions (e.g. deferred Annual Bonus or LTIP shares within the holding period) will count

towards the requirement on a net of tax basis;

– the Committee retains discretion to operate this policy flexibly and waive part or all of the policy, for example in compassionate

circumstances; and

– systems have been introduced to monitor and enforce holding requirements via nominee accounts managed by the Group’s Share Plan

Administrator.

Total share interests as at 31 March 2023

Director

James Wroath

Tom Hinton1

Sir Martin Read CBE

Gill Barr

Anthony Bickerstaff

Mihiri Jayaweera

Debbie Lentz

Stewart Oades

Nil cost options

Options

Owned
31 March 2023

Owned
31 March 2022

30,439

30,341

–

58,016

8,000

10,022

20,024

8,000

10,022

20,024

Unvested and
subject to
continued
employment

7,507

–

Vested but
unexercised

53,895

–

Unvested and
subject to
performance

Vested but
unexercised

Unvested and
subject to
performance

720,557

113,287

–

1 Tom Hinton joined the Board on 15 August 2022

Tom Hinton and James Wroath joined the SIP in January 2023 and purchased 2 months of shares under the plan.

Two further purchases were made up to the date of this report under the SIP for Tom Hinton and James Wroath. These amounted to a further
140 of owned shares and 34 of invested shares, subject to continued employment.

100 Wincanton plc

Annual Report and Accounts 2023

Share plan interests as at 31 March 2023

Date of award

Vest date

2 Sep 2019

2 Sep 2022

30 Jul 2020

30 Jul 2023

30 Jul 2021

30 Jul 2024

15 Jul 2022

15 Jul 2025

30 Jul 2021

30 July 2023

15 July 2022 15 July 2024

Option
exercise
price

Nil

N/A

Share
price at
date of
award 1

£2.26

£1.82

£4.16

£3.62

£4.16

£3.62

15 August
2022

15 August
2025

Nil

£3.81

James Wroath

LTIP

Deferred Annual
Bonus 2021

Deferred Annual
Bonus 2022

Tom Hinton

LTIP

1 Three day average share price immediately preceding the date of award.

Share Incentive Plan (SIP)

Director

James Wroath

Tom Hinton

Shares
awarded
during
the year

No. of
shares
vested
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
2022

164,546

350,910

156,816

–

101,689

62,857

–

213,461

4,542

–

9,577

676,814

223,038

164,546

62,857

–

113,287

–

No. of
shares
under
award at
31 March
2023

101,689

350,910

156,816

213,461

4,542

9,577

836,995

113,287

–

Purchase
date

Date of release
of free shares

Purchased
shares

Free
shares 1

Share price
in pence 2

2023

2028

303.5

1 Free shares became available to the participant after 5 years from the date of purchase.

2 Average share price of purchases through the year.

Service agreements
All Executive Directors are appointed on the basis of a 12 month rolling period, subject to election and annual re-election by the Company’s
shareholders at the AGM. Details of employment contracts for the Executive Directors are summarised in the table below:

Director

Date of appointment
to the Board

Date of current contract

James Wroath

2 Sep 2019

8 May 2019

Tom Hinton

15 August 2022

27 July 2022

Notice period
(Company)

12 months

Notice period
(Director)

12 months

Unexpired term as at
31 March 2023

Rolling 12 months

The Chair and NEDs are appointed under letters of appointment. All Directors are subject to re-election every three years, however all
Directors currently put themselves forward for annual re-election at each AGM. Details of appointment dates and terms for the Chair and
NEDs are summarised in the table below.

Director

Sir Martin Read CBE

Gill Barr

Anthony Bickerstaff

Mihiri Jayaweera

Debbie Lentz

Stewart Oades

Date of appointment
to the Board

Date of original letter
of appointment

Date of current letter
of appointment

Unexpired term as at
31 March 2023

1 Aug 2018

15 Sep 2017

1 Sep 2020

7 Apr 2020

1 Jun 2019

1 Nov 2014

15 Jul 2018

12 Sep 2017

29 Jul 2020

13 Feb 2020

7 Mar 2019

30 Oct 2014

12 Jul 2021

2 Sep 2020

29 Jul 2020

23 Mar 2023

1 June 2022

2 Sep 2020

16 months

6 months

5 months

37 months

27 months

7 months

The Executive Directors’ service contracts and Chair and Non-executive Directors’ letters of appointment are available for inspection by
shareholders at the Company’s registered office.

Wincanton plc
Annual Report and Accounts 2023

101

Governance

Directors’ remuneration report continued

Executive Directors’ external appointments
No Executive Directors held any external directorships during the year and do not hold any at the date of this report.

Performance graph and CEO remuneration table
The graph below sets out the TSR performance of the Company and of the FTSE SmallCap Index. The SmallCap is considered to be the most
appropriate comparator as the Company is a constituent of this index. The chart also shows TSR for FTSE All-Share excluding investment
trusts as this is the comparator group for measuring TSR performance under the LTIP.

Wincanton TSR vs. FTSE Small Cap and FTSE All-Share excluding IT – value of £100 invested on 31 March 2013 (£)

1,200

1,000

800

600

400

200

Mar 2013

Mar 2014

Mar 2015

Mar 2016

Mar 2017

Mar 2018

Mar 2019

Mar 2020

Mar 2021

Mar 2022

Mar 2023

Wincanton

FTSE All-Share xIT

FTSE Small Cap

The table below sets out the total remuneration paid and the proportion vesting under Annual Bonus and LTIPs, as a percentage of the
maximum that could have been achieved in each year of the same period as set out in the graph above, for the Chief Executive Officer:

Year ended
31 March

Chief Executive Officer

2023

2022

2021

2020

2019

2018

2017

2016

2015

2014

James Wroath

James Wroath1

Adrian Colman1

Adrian Colman

Adrian Colman2

Eric Born2

Eric Born

Chief Executive Officer
single figure of total
remuneration
£’000

Annual Bonus outturn
(% of maximum)

LTIP vesting
(% of maximum)

670

1,156

777

621

554

1,541

1,933

2,008

1,653

3,750

2,051

1,264

28%

66%

59%

56%

58%

65%

56%

73%

61%

–

56%

68%

62%

n/a

59%

84%

98%

100%

1 James Wroath was appointed on 2 September 2019, on which date Adrian Colman stepped down as CEO. These figures contain pro-rated remuneration in

respect of each Director according to the period served.

2 Adrian Colman was appointed on 1 August 2015. Eric Born resigned on 31 July 2015. These figures contain pro-rated remuneration in respect of each Director

according to the period served.

3 The performance period for the 2020 LTIP award ends on 30 July 2023. The percentage vesting shown above is an estimate based on performance to

30 April 2023.

102 Wincanton plc

Annual Report and Accounts 2023

Percentage change in remuneration of Directors and employees
The table below sets out the percentage change in salary, benefits and Annual Bonus for the Directors who served on the Board in the
financial years FY23, FY22 and FY21 compared to the change for all colleagues.

FY23

FY22

FY21

Base salary/
fees
(% change)

Taxable
benefits
(% change)

Annual
Bonus
(% change)

Base salary/
fees
(% change) 5

Taxable
benefits
(% change)

Annual
Bonus
(% change)

Base salary/
fees
(% change) 5

Taxable
benefits
(% change)

Annual
Bonus
(% change)

James Wroath1

15%

Tom Hinton

Gill Barr

Anthony Bickerstaff 2

Mihiri Jayaweera 3

Debbie Lentz

Stewart Oades

Sir Martin Read CBE

Other employees4

n/a

-78%

n/a

-50%

n/a

–

-4%

-43%

n/a

111%

54%

n/a

14%

n/a

–

14%

17%

-20.6%

-54.1%

-31.7%

n/a

-1.8%

n/a

17.9%

-1.8%

-5.3%

0.4%

n/a

–

2.3%

11.6%

1 The FY21 value for James Wroath represents the combined remuneration for James Wroath and Adrian Colman, including remuneration paid to Adrian

Colman in respect of the period between 2 September and 31 October in which he was no longer the CEO. Taxable benefits include relocation fees paid to
James Wroath.

2 Anthony Bickerstaff joined the Board on 1 September 2020.

3 Mihiri Jayaweera joined the Board on 7 April 2020.

4 The calculation of the average change in salary for employees excludes joiners and leavers during the year.

5 All directors volunteered a 20% reduction in salary for a three month period from 1 April 2020 as part of our response to the Covid-19 pandemic.

Relative importance of spend on pay
The table below sets out the change in total remuneration of all employees and dividends paid to shareholders from the year ended 31 March
2022 to year ended 31 March 2023, and the increase in dividends related to each of those financial years.

Item

Remuneration of all employees1

Dividend

31 March 2023
£m

31 March 2022
£m

751.1

15.3

707.4

14.9

Difference
£m

43.7

0.4

1 Includes all personnel expenses, as set out in Note 6 to the consolidated financial statements.

External advisers
During the year, external advisers attended Committee meetings upon invitation to provide advice and support to the Committee.

Deloitte LLP was appointed as advisers to the Committee on 9 January 2019 following a competitive tender process.

Deloitte LLP is a founding member of the Remuneration Consultants Group and a signatory to the Code of Conduct for Remuneration
Consultants. For more detail please refer to the website, www.remunerationconsultantsgroup.com. The Committee is comfortable that
Deloitte LLP provides objective and independent remuneration advice and has no conflicts of interest with the Company that may impair its
independence.

Total fees payable to Deloitte LLP for advice provided to the Committee during the year amounted to £109,450. Fees are charged on a time
and materials basis. Deloitte LLP also provided advisory work in relation to controls review, internal audit services, share scheme and taxation
advice in the period.

Wincanton plc
Annual Report and Accounts 2023

103

Governance

Directors’ remuneration report continued

Statement of shareholder voting
The table below sets out the Company voting outcome of the advisory resolution for approval of the Annual report on remuneration at the
2022 AGM and the binding resolution for approval of the Directors’ Remuneration Policy at the 2020 AGM:

Resolution

Votes for

Votes against

Annual report on remuneration

88,885,955

Directors’ Remuneration Policy

88,034,224

99.49

96.45

453,353

3,242,796

0.51

3.55

Total votes

89,339,308

91,277,020

% of issued share
capital voted

71.73

73.29

Votes
withheld

705,991

68,717

The Directors’ remuneration report has been prepared on behalf of the Board by the Remuneration Committee in accordance with the UK
Corporate Governance Code, the Listing Rules and the Large and Medium-sized Companies and Groups (Accounts and Reports) (Amendment)
Regulations 2013.

Directors’ Remuneration Policy
The following section sets out our proposed Directors’ Remuneration Policy, which will be presented to shareholders for approval at the 2023
AGM. The Policy is intended to take effect from this date and will operate for up to three years until the 2026 AGM.

A full review of the Policy was undertaken during the course of the 2023 financial year ahead of submitting the Policy to shareholders, to
ensure the approach continued to be aligned to the Company strategy whilst, ensuring alignment to shareholders. Input was received from
the Chair and Executives, while ensuring that conflicts of interest were suitably mitigated.

Following our review, we believe that the current structure of our Policy remains appropriate and therefore only minor changes have been
made, as set out below.

Key changes to the Policy
The key changes to the Policy are:

– alignment of Executive Director pensions with the workforce rate for all Executive Directors;

– removal of legacy annual bonus maximum opportunity of 120% of salary. The maximum annual bonus opportunity for all Executive

Directors is now 100% of salary; and

– the Policy has been updated to incorporate the new Deferred Bonus Plan rules. No significant changes to the operation of the Deferred

Bonus have been made.

Other minor changes have been made to improve the operation of the Policy.

104 Wincanton plc

Annual Report and Accounts 2023

Directors’ Remuneration Policy table
The table below sets out the Policy in relation to the key components of remuneration.

Executive Directors

Salary

Purpose and link
to strategy

Salaries are set at a sufficient level to recruit and retain individuals of the necessary quality to deliver the
Group’s strategy.

Operation

Base salaries are normally reviewed annually, with changes normally effective 1 July.

Salaries are typically set after considering:

– the responsibilities of each individual role;

– progression within role;

– individual performance and experience;

– pay and conditions across the workforce; and

– salary levels in companies of a similar size and complexity.

Any increase will ordinarily be (in percentage of salary terms) in line with those of the wider workforce. Increases
beyond those granted to the wider workforce may be awarded in certain circumstances such as where:

– there is a significant change in responsibility;

– the salary of a new hire is deliberately set below market levels with the intention to implement a planned increase

on a phased basis in subsequent years subject to individual performance;

– there is a material market misalignment; and

– there is a significant increase in the scale of the role and/or size, value and/or complexity of the Group.

Where increases are awarded in excess of the wider employee population, the Committee will provide an
explanation in the relevant Annual report on remuneration.

Benefits

Purpose and link
to strategy

The Group provides appropriate benefits for Executive Directors in a business of this size in order to recruit and
retain individuals of the necessary quality to deliver the Group’s strategy.

Operation

Benefits include but are not limited to:

– company car, car allowance, or similar;

– life assurance;

– private medical insurance for the Executive Director and their direct family;

– personal accident and travel insurance; and

– death in service cover;

Additional benefits (including the tax thereon) may be provided if considered appropriate.

Relocation assistance is available on a case by case basis. Assistance may include, but is not limited to, facilitating
and/or meeting the costs of removal and other relocation costs, children’s education, family travel and tax
equalisation arrangements and may extend to facilitating and/or meeting the costs of re-establishing them to their
previous location at the end of the employment or assignment.

Opportunity

Benefits vary by role and individual circumstance and eligibility is reviewed periodically. Benefits are not anticipated to
exceed 10% of salary per annum over the period for which this policy applies. The Committee retains the discretion to
approve a higher cost in exceptional circumstances (e.g. relocation) or in circumstances where factors outside of the
Group’s control have materially changed (e.g. costs of medical premiums). If this occurs, the Committee will provide
details and rationale in the relevant Annual report on remuneration.

Wincanton plc
Annual Report and Accounts 2023

105

GovernanceDirectors’ remuneration report continued

Directors’ Remuneration Policy table continued

All employee share plans

Purpose and link
to strategy

The Company encourages voluntary participation in share ownership throughout the Group where share plans are
appropriate.

Operation of all
employee share plans

Under the current all employee share plan arrangements, Executive Directors are entitled to participate in the
Company’s Share Incentive Plan (SIP).

Participants make monthly contributions from their gross salary to buy Partnership Shares. The Company currently
awards one Matching Share for every four Partnership Shares acquired. In addition, any dividends paid in respect of
shares held under the SIP are used to buy Dividend Shares.

In the event that Wincanton were to introduce another all employee plan, the Committee retains the discretion to
allow Executive Directors to participate on the same basis as other employees.

Opportunity

In line with HMRC limits, the rules of the Company’s SIP set out the following maximum levels, which may be
amended from time to time so that they are in line with legislation:

Free Shares – The maximum value of Free Shares per tax year is £3,600.

Partnership Shares bought by employees – The maximum pre-tax salary that can be used to buy Partnership Shares
is £1,800 per annum.

Matching Shares – The Company can match employees’ Partnership Share purchases by giving them additional
shares. The maximum award of Matching Shares is two Matching Shares for each Partnership Share bought. The
Company currently awards one Matching Share for every four Partnership Shares bought.

The maximum opportunity for any other all employee share plans would be in line with limits set for all employees.

Pension

Purpose and link
to strategy

The Group provides the appropriate pension provision for Executive Directors in a business of this size in order
to recruit and retain individuals of the necessary quality to deliver the Group’s strategy.

Operation of pension
arrangements

Executive Directors are entitled to join the defined contribution section of the Wincanton plc pension scheme.
In certain circumstances, for example where the annual allowance level set by HMRC is exceeded, the pension
provision will be in the form of a taxable cash supplement.

Opportunity

Pension contributions will be set in line with the average workforce pension contribution (in percentage of salary
terms) for the Executive Directors.

Annual Bonus

Purpose and link
to strategy

The aim of the Annual Bonus is to incentivise and recognise the Executive Directors’ contribution to the delivery of
the Group’s strategy by rewarding achievement of financial and strategic objectives, and to demonstrate alignment
to shareholders.

Operation

Normally 50% of any bonus earned above 50% of maximum is compulsorily deferred into Company shares for two
years, with the balance paid in cash.

Dividends or dividend equivalents may accrue on Deferred Shares that vest and will ordinarily be paid in shares.

Opportunity

The Executive Directors’ Annual Bonus opportunity cannot exceed 100% of salary.

No more than 25% of maximum is payable for ‘Threshold’ performance. Normally 50% of maximum is achievable
for ‘Target’ performance.

Performance
measure

Annual performance is typically based on achievement of financial targets and personal and/or strategic objectives.

Normally, the Committee would expect financial measures to represent between 60% and 80% of the total Annual
Bonus, with strategic objectives representing between 20% and 40%. However, the Committee retains discretion
to adjust weightings to align with the business objectives for each year.

At the end of the year the Committee reviews the appropriateness of the formulaic outcome and retains the
discretion to adjust the outcome if considered appropriate taking into account factors including, but not limited
to, the underlying performance of the business and shareholder and stakeholder experience.

Recovery provisions

In certain circumstances, the Committee has the ability to apply malus to unvested deferred bonus awards or
clawback to awards paid.

106 Wincanton plc

Annual Report and Accounts 2023

Long Term Incentive Plan (LTIP)

Purpose and link
to strategy

The aim of the LTIP is to incentivise and recognise the performance of Executive Directors in respect of their
contribution to the delivery of the Group’s strategy over the longer term by rewarding strong financial performance
and sustained increase in shareholder value.

Operation

Awards may be granted as nil cost options or conditional share awards.

Any share awards that vest, other than those sold to cover relevant tax liabilities, are subject to a two year
holding period.

Dividends or dividend equivalents may accrue on any shares that vest and will ordinarily be paid in shares.

Opportunity

Maximum award levels for Executive Directors are 150% of salary.

In exceptional circumstances, for example on recruitment, individual awards may be granted up to 250% of salary.

Performance
measures

No more than 25% of an award may vest for ‘Threshold’ performance.

Performance is normally measured over a period of no less than three years.

The Committee will review the performance measures and weighting for each award to ensure alignment with
Wincanton’s strategy. A significant portion of awards will be based on financial (e.g. EPS growth) and/or shareholder
return (e.g. relative TSR).

Following the end of the performance period the Committee reviews the appropriateness of the formulaic outcome
and retains the discretion to adjust the outcome if considered appropriate taking into account factors including, but
not limited to, the underlying performance of the business and shareholder and stakeholder experience.

Recovery provisions

In certain circumstances, the Committee has the ability to apply malus to unvested LTIP awards or clawback to LTIP
awards paid or subject to the holding period.

Shareholding requirement

Purpose and link
to strategy

Ensures alignment between Executive Directors and shareholders through building a meaningful shareholding
in the Company, including for a period of time post-departure.

Operation

Shareholding guidelines for the CEO are to accrue and then maintain a holding of shares with a value of 200%
of salary as assessed by the Committee from time to time.

Shareholding guidelines for other Executive Directors are to accrue and then maintain a holding of shares with
a value of 150% of their salary.

A post-cessation shareholding policy will operate for departing Executive Directors. The Committee has the
discretion operate the shareholding policy flexibly, including waiving requirements in certain circumstances
(e.g. compassionate circumstances).

Non-executive Directors

Purpose and link
to strategy

Operation

The Company seeks to attract and retain a high calibre Chair and NEDs by offering market competitive fee levels.

Fees are set by reference to responsibilities, expected time commitments and market levels for companies
of a similar size and complexity to Wincanton.

The Chair receives an annual fee. The NEDs receive an annual base fee and additional fees are paid to reflect
additional responsibilities and time commitments, such as chairing a Board Committee.

Neither the Chair nor the NEDs participate in any of the Company’s short or long term incentive arrangements,
nor do they receive benefits or pension provision. They are however, reimbursed for reasonable costs incurred in
carrying out their role (and any associated tax incurred on these costs).

The fee of the Chair is set by the Committee and the fees of the NEDs are approved by the Board, on the
recommendation of the Chair and CEO.

Opportunity

Fee levels are reviewed on a periodic basis, and may be increased taking into account factors such as the time
commitment of the role and market levels in companies of a similar size and complexity. Aggregate fees for the
Chairman and NEDs will not exceed the limit as set out in the Company’s Articles of Association.

Wincanton plc
Annual Report and Accounts 2023

107

GovernanceDirectors’ remuneration report continued

Notes to the Directors’ Remuneration Policy
Choice of performance measures and approach to
target setting
For the Annual Bonus, a profit-based metric will normally be used as
the primary measure of performance. We consider this reflects the
basis on which the Group is managed: sustained profit performance
improvement should enable the Group to maintain the strength
of its balance sheet and financial position, and secure the long
term success of the Group for the benefit of all of its stakeholders.
Strategic objectives are also normally set under the Annual Bonus
to incentivise and reward the delivery of other objectives that are
key to the Company in the year, for example in relation to ESG. The
specific strategic objectives will be selected each year to reflect the
priorities for that specific financial year.

The specific performance measures applying to awards are reviewed
ahead of each award to ensure they align to shareholders’ interests
and are appropriately aligned to Wincanton’s long term strategy.
A significant proportion of the LTIP is tied to long term financial
targets growth, which in turn is tied to the long term financial goals
of the Company, and/or shareholder return metrics, which align
Executive Director remuneration with shareholder interests.

When setting performance targets for short and long term
incentives, the Committee considers a range of internal and external
reference points, such as the Company’s strategic plan, consensus
market forecasts, past Company performance and the performance
ranges for comparator companies.

Discretion
The Committee operates the Company’s incentive plans according
to their respective rules and in accordance with the Listing Rules and
HMRC rules where relevant.

In line with common market practice, the Committee retains
discretion as to the operation and administration of these incentive
plans, including with respect to:

– who participates;

– the timing of grant and/or payment;

– the size of an award and/or payment (within the plan limits

approved by shareholders);

– the manner in which awards are settled;

– the choice of (and adjustment of) performance measures and

targets in accordance with the plan rules;

– discretion to adjust the targets and/or set different measures

and alter weightings for incentives if events occur (e.g. material
divestment of a Group business or changes to accounting
standards) which cause the Committee to determine that an
adjustment or amendment is appropriate so that the conditions
achieve their original purpose;

– discretion to adjust annual bonus or LTIP outcomes if they are

considered to be inconsistent with overall Company performance,
taking into account any relevant factors. While the Committee
anticipates that any such discretion would normally result in a
reduction to outcomes, the Committee retains the right to make
an upwards adjustment if considered appropriate;

– in exceptional circumstances, amendment of any performance

conditions applying to a share award – provided the new
performance conditions are considered fair and reasonable, and
are neither materially more nor materially less challenging than
the original performance targets when set;

– discretion relating to the measurement of performance in certain
circumstances (e.g. a variation of share capital, change of control,
special dividend, distribution or any other corporate event which
may affect the current or future value of an award);

108 Wincanton plc

Annual Report and Accounts 2023

– determination of a good leaver (in addition to any specified

categories) for incentive plan purposes, based on the plan rules
and the appropriate treatment under the plan rules; and

– adjustments required in certain circumstances (e.g. rights issues,
share buybacks, special dividends, other corporate events, etc.).

All discretions available under share plan rules will be available under
this Policy, except where explicitly limited under this Policy.

Any use of the above discretions would, where relevant, be explained
in the Annual report on remuneration. As appropriate, it might also be
the subject of consultation with the Company’s major shareholders.

The Committee retains discretion to determine the approach and
calculation of the workforce pension level, including if relevant the
methodology for international Directors.

In the event of a temporary base salary reduction, the Committee
retains the discretion to apply the limits in the Policy table relating
to pension, Annual Bonus and LTIP to the base salary prior to any
such reduction. Where such temporary base salary or fee reductions
are made, the Committee reserves the ability (either in part or in full)
to reimburse at a later date taking into account all factors deemed
relevant (e.g. underlying financial health of the Group).

Minor changes
The Committee may make minor amendments to the Policy set out
above (e.g. for regulatory, exchange control, tax or administrative
purposes or to take account of a change in legislation) without
requiring prior shareholder approval for that amendment.

Payments from existing awards
The Committee reserves the right to make any remuneration
payments and payments for loss of office (including exercising
any discretions available to it in connection with such payments)
notwithstanding that they are not in line with the Policy set out
above where the terms of the payment were agreed:

(i)

before 1 April 2015 (the date the Company’s first shareholder-
approved Directors’ Remuneration Policy came into effect);

(ii) before the Policy set out above came into effect, provided that
the terms of the payment were consistent with the shareholder
approved Directors’ Remuneration Policy in force at the time
they were agreed; or

(iii) at a time when the relevant individual was not a Director of the

Company and, in the opinion of the Committee, the payment was
not in consideration for the individual becoming a Director of
the Company.

For these purposes ‘payments’ includes the Committee satisfying
awards of variable remuneration and, in relation to an award over
shares, the terms of the payment are ‘agreed’ at the time the award
is granted.

Differences between the Remuneration Policy for Executive
Directors and employees generally
Pay mix – The remuneration package for the Executive Directors is
more heavily weighted towards variable pay and share ownership
than for other employees, to make a greater part of their pay
conditional on the delivery of the Company’s strategy and
performance.

Salary – Wincanton’s approach to salary reviews is consistent
across the Group, and the workforce salary environment is taken
into consideration when reviewing salary increases for Executive
Directors.

Pension – All employees, including the Executive Directors, are
eligible to become members of one of the defined contribution
sections of the Wincanton plc pension scheme. Under the Directors’
Remuneration Policy, the pension contribution level for the
Executive Directors is aligned (in percentage of salary terms) with
the wider workforce.

Bonus – The eligibility to participate and receive a bonus, and
the level of bonus available, is dependent on the role and level
of seniority within the business and Group structure.

Long term incentives – The most senior individuals in the Group,
such as the Executive Directors and other senior employees with key
skills and experience or that perform key roles which significantly
drive value in the Group, are annually awarded LTIPs. Such awards are
intended to encourage sustainable long term value generation and
align senior employees’ interests with our shareholders.

Share Incentive Plan – The Company operates a tax-advantaged
SIP and actively promotes SIP participation to all employees to align
their interests to delivery of Group strategy and performance by
providing the opportunity to become shareholders in order to share
in the Group’s growth and success. Within the SIP all participants are
currently eligible to receive one matched share for every four shares
purchased.

Employment conditions elsewhere in the Group
When making remuneration decisions, to ensure there is a fair and
consistent approach to remuneration, the Committee considers pay
and employment conditions across the Group, such as determination
of salary increases to Executive Directors with reference to the
range of base pay increases within the Group. The Committee also
reviews base salaries, pension provision, Annual Bonuses and LTIP
awards for the EMT.

The Committee does not formally consult with employees on
a routine basis but does so if any significant changes to Group
remuneration and employment policies are proposed. The
Committee receives information on the annual base salary reviews
across the Group and the Annual Bonus and LTIP awards made to
employees that report into the EMT and below. The Committee
members, as Directors, receive the annual employee consultation
results which are presented to the Board.

Consideration of shareholders’ views
The Committee considers best practice developments and
publications from institutional investors and shareholder bodies
as well as any shareholder views expressed during dialogue. The
Committee is committed to maintaining an open and consultative
dialogue with Company shareholders and shareholder bodies and
has consulted with shareholders on a number of occasions on
the operation of the previous Policy. As no substantive changes
are being made to the Policy, the Committee did not undertake
a specific consultation exercise in relation to this Policy.

Remuneration on recruitment of an Executive Director
When making an appointment of a new Director, including by way
of internal promotion, remuneration packages and fees are set in
accordance with the Directors’ Remuneration Policy.

To determine the appropriate remuneration for a new Executive
Director, the Committee will consider relevant factors such as:
the experience and calibre of the individual, the quantum/nature
of remuneration, the jurisdiction from which the candidate was
recruited, the role requirements, and relevant market benchmarks.

Initial salaries may be deliberately set below market levels with
the intention to implement a planned increase on a phased basis in
subsequent years subject to development in the role and individual
performance.

Variable pay opportunities will be subject to the maximums set out
in the tables within the Directors’ Remuneration Policy.

In the case of an external hire it may be necessary to buy-out
incentive pay, benefit or other contractual arrangements (including
in relation to the forfeiture of such amounts on leaving the
previous employer). Any such buy-out would be provided for taking
into account the form (cash or shares), timing and performance
conditions of the remuneration being forfeited. Replacement share
awards, if used, will be granted using the Company’s existing share
plans within the limits detailed in the Remuneration Policy table.
Awards may also be granted outside of these schemes if necessary
and as permitted under the Listing Rules.

In the case of an internal promotion, any outstanding variable pay
awarded in relation to the previous role will normally be continued
on the original terms.

Service contracts and payments on termination and change
of control
Under the Executive Directors’ service contracts, the Company is
required to give 12 months’ notice, and the Director is required to
give 12 months’ notice. For the appointment of a new Executive
Director, the notice period would not exceed 12 months.

If notice is served by either party, the Executive Director can
continue to receive basic salary, taxable benefits and pension
provision for the duration of their notice period during which
time the Company may require the individual to continue to fulfil
their current duties or may assign a period of ‘garden leave’. The
Committee will take account of an Executive Director’s duty to
mitigate their loss.

In addition to the contractual provisions regarding payment on
termination, the Group’s incentive plans and share schemes contain
provisions for termination of employment, based on ‘good leaver’
and ‘bad leaver’ treatment. Good leavers are typically defined
as participants who leave early on account of injury, disability
or ill health, death, a sale of their employer or business in which
they were employed, or any other reason at the discretion of the
Committee. Bad leavers are employees that leave for any other
reason. In circumstances of termination on notice the Committee
will determine an equitable remuneration package, having regard to
the particular circumstances of the case.

For good leavers, payment of an Annual Bonus is normally tested
on full financial year performance and the amount payable is then
pro-rated for the period worked by the Executive Director in the
financial year. There is no provision for an amount in lieu of bonus
to be payable for any part of the notice period not worked, with
Committee discretion to treat otherwise. Bad leavers lose any right
to the Annual Bonus.

A good leaver would normally not forfeit deferred bonus awards on
cessation of employment. The awards would continue to be held by
the good leaver until vesting, on the normal vesting date or earlier at
the discretion of the Committee. Awards would be adjusted pro rata
for the amount of deferral period worked by the Executive Director,
unless the Committee determines otherwise. Bad leavers would
forfeit all unvested deferred bonus awards held.

If employment is terminated by the Company, the departing
Executive Director may have a legal entitlement (under statute or
otherwise) to additional amounts which would need to be met,
for example in a redundancy situation. In addition, the Committee
retains discretion to settle any other amounts reasonably due to
the Executive Director, for example to meet the legal fees incurred
by the Executive Director in connection with the termination of
employment, where the Company wishes to enter into a settlement
agreement (as provided for below) and the individual must seek
independent legal advice.

Wincanton plc
Annual Report and Accounts 2023

109

GovernanceDirectors’ remuneration report continued

Notes to the Directors’ Remuneration Policy
continued
Service contracts and payments on termination and change
of control continued
In certain circumstances, the Committee may approve new
contractual arrangements with departing Executive Directors
including, but not limited to, settlement, confidentiality, restrictive
covenants and/or consultancy arrangements. These would only be
entered into where the Committee believed that it was in the best
interests of the Company and its shareholders to do so.

In the event of a change of control (or similar corporate event)
vesting of share awards will be in line with the rules of the plans.
In summary:

– All unvested deferred bonus awards would vest. Alternatively,
unvested deferred bonus awards may not vest on a change
of control and may be replaced by an equivalent new award
determined by the acquiring Company.

– All unvested long term incentive awards would vest to the extent
that the Committee determines that any performance conditions
attached to the relevant awards have been achieved. The awards
would, unless the Committee determines otherwise, be pro-
rated for the amount of time worked by the Executive Director

prior to the change of control. Alternatively, unvested long
term incentive awards may not vest on a change of control and
may be replaced by an equivalent new award determined by the
acquiring Company.

Letters of appointment for Non-executive Directors
The Chair and Non-executive Directors’ terms of appointment are
set out in their respective letters of appointment. All Directors
are subject to re-election every three years in accordance with the
Company’s Articles of Association. In line with corporate governance
best practice, all Directors currently put themselves forward for
annual re-election at each AGM. The required notice period is up
to six months’ written notice from either party. Non-executive
Directors are not normally entitled to any remuneration on loss
of office.

Illustrations of application of the Remuneration Policy
The charts below set out the potential value and composition
of the CEO and CFO remuneration packages for the year ended
31 March 2024.

The charts show four scenarios: (i) minimum, (ii) target, (iii)
maximum, and (iv) maximum with 50% share price growth. The
scenarios exclude the impact of any accrual of dividends or dividend
equivalents. The basis of calculation for each scenario is set out in
the table below.

Fixed pay

– Salary effective from 1 July 2023.

Minimum

Target

Maximum

Maximum plus 50% share price growth

– Benefits based on estimated benefits for the financial year ended 31 March 2024.

Annual Bonus

LTIP

Nil payout

50% of maximum

100% of maximum

25% of maximum

100% of maximum

100% of maximum plus 50%
share price growth

Chief Executive

Fixed

Target

Maximum

Maximum + share
price growth (50%)

Chief Financial Officer

Fixed

Target

Maximum

Maximum + share
price growth (50%)

100%

55%

26% 19%

28%

23%

30%

25%

100%

56%

26% 18%

32%

26%

29%

24%

110 Wincanton plc

Annual Report and Accounts 2023

£567,500

£1,036,938

£1,908,750

42%

35%

17%

£2,311,125

£406,400

£719,960

£1,286,240

39%

33%

16%

£1,538,960

Fixed pay

Annual Bonus

LTIP

Share price growth

Directors’ report

The Company
Wincanton plc (the Company) is a company incorporated in England
and Wales, with company number 04178808.

Constitution
The Company’s Articles of Association may only be amended by
a special resolution at a general meeting of shareholders.

Principal activities
Wincanton plc is the ultimate parent Company of the Group and
trades principally through its subsidiary undertakings which include
no branches. The Company is listed on the London Stock Exchange
Main Market with a premium listing. The Group is a leading provider
of logistics and supply chain solutions in the UK and Ireland.

All subsidiaries of the Company are listed in Note 30 on pages
158 and 159.

Review of business and future developments
The business review and details of future developments are
contained within the Strategic report on pages 26 to 29.

Research and development
The Company continues to look for innovative solutions to deliver
efficient and sustainable logistic operations. This has led to
development of both our Oracle Cloud capability and continued
research into the efficient and sustainable approaches to running our
operations.

Compliance reporting
Directors’ report
The Directors present the Annual Report together with the audited
financial statements of the Company and the Group, for the year
ended 31 March 2023.

The Directors’ report required by the Companies Act 2006 comprises
the Strategic report on pages 4 to 65, the Corporate Governance
report on pages 66 to 89 and Directors’ Remuneration report on
pages 90 to 110.

Strategic report
The Company is required to prepare a Strategic report to give a
balanced and fair review of the Group’s business during the year
ended 31 March 2023, to enable shareholders to assess how the
Directors have performed their duties under section 172 of the
Companies Act 2006.

The information that fulfils the requirements of the Strategic report
can be found on pages 4 to 65 and includes reviews of the business
and financial performance and the principal risks and uncertainties
facing the Group.

Within the Strategic report, a summary review of the Group’s
activities during the financial year along with its future prospects is
contained in the Chair’s statement on pages 18 and 19. Details of the
Group’s business goals, strategy and model are set out on pages 4 to
7 and page 28 and 29.

A statement on engagement with our stakeholders and how the
Board has complied with section 172 of the Companies Act is
included on pages 44 to 46.

Corporate governance statement
During the year ended 31 March 2023, the Company has complied
with the UK Corporate Governance Code 2018. Details of the
Company’s compliance with the UK Code, the disclosures required
under the Code and the UK Listing Rules can be found in the
Corporate Governance report on page 67.

The Corporate Governance statement required by Rule 7.2.1 of the
FCA’s Disclosure Guidance and Transparency Rules is set out on
pages 67 to 69.

Management report
For the purposes of Rule 4.1.5R(2) and Rule 4.18 of the FCA’s
Disclosure Guidance and Transparency Rules, this Directors’ report
and the Strategic report on pages 111 to 113 and 4 to 65 together
comprise the Management report.

Accounting policies, financial instruments and risk
Details of the Group’s accounting policies, together with details
of financial instruments and financial risks are provided in Note 1
on pages 127 to 134 and Note 28 on pages 155 to 158 of the Group
financial statements.

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

Executive Directors
– James Wroath, Chief Executive Officer

– Tom Hinton, Chief Financial Officer (appointed 15 August 2022)

Non-executive Directors
– Sir Martin Read CBE, Chair

– Stewart Oades, Senior Independent Director

– Gill Barr

– Anthony Bickerstaff

– Mihiri Jayaweera

– Debbie Lentz

The rules governing the appointment and replacement of Directors,
and the powers of the Directors are set out in the Company’s Articles
of Association.

At the 2023 AGM, all of the Directors will offer themselves for
re-election. The biographical details for all the Directors are set out
on pages 70 and 71.

A copy of the Executive Director’s service contract is available to
shareholders for inspection at the Company’s registered office.
Details of the letters of appointment for the NEDs are set out in the
Directors’ Remuneration report on page 101.

Directors’ indemnity and insurance
Directors are ultimately responsible for the operation, performance
and decision-making of the Company. In doing so, they are exposed
to potentially significant personal liability under criminal or civil
law and the UK Listing, Prospectus, Disclosure Guidance and
Transparency Rules, which include penalties such as private or public
censure, fines and/or imprisonment.

In line with normal market practice, it is considered in the Company’s
best interests to protect the Directors from the consequences of
innocent errors or omissions. Accordingly, a Directors’ and officers’
liability insurance policy is maintained at the Company’s expense and was
in place throughout the year. The policy provides indemnity to Group
employees that serve as Directors or officers of any Group company, as
recommended by the Code, which includes the Board of Directors. This
insurance policy would not provide cover in the event that a Director or
officer had knowingly acted fraudulently or dishonestly. The Company
has also entered into qualifying third party indemnity arrangements with
the Directors, as permitted by the Companies Act 2006.

Business ethics and combatting modern slavery
Wincanton has long recognised the importance of respecting the
human rights of all our stakeholders including our colleagues, our
suppliers and the wider communities in which we operate. It is
core to how we do business. Our commitment to this is reflected
in our Code of Conduct, which highlights the importance for all at
Wincanton, and all those associated with us, of behaving morally,
legally and ethically, consistent with our purpose and values.

Wincanton plc
Annual Report and Accounts 2023

111

GovernanceDirectors’ report continued

Business ethics and combatting modern slavery
continued
Our Code of Conduct
The Code of Conduct sets out the high ethical standards expected
of all colleagues and is underpinned by The Wincanton Way, as well
as a corporate governance structure and a robust risk, controls and
compliance programme. It gives guidance on how to put these standards
into practice. It incorporates policies on anti-bribery and corruption;
share dealing; confidentiality and data protection; conflicts of interest;
relationships with stakeholders; political activity and charitable
donations; Speaking Up: raising serious concerns; and modern slavery and
human trafficking. Our Code of Conduct applies to everyone who works
for or represents Wincanton: our Directors, officers and colleagues;
those we choose to work with; and those who aspire to work with us. Our
statement on compliance with the Modern Slavery Act and our Code of
Conduct can be found on our website at www.wincanton.co.uk.

Major shareholdings as at 31 March 2023
The Company has been advised under the Financial Conduct
Authority’s Listing Rules and Disclosure Guidance and Transparency
Rules, or has ascertained from its own analysis, the interests held in
the Company’s issued share capital.

Shareholder

Number of
shares held

Holding (% of
issued share capital)

Columbia Threadneedle Investments 19,767,818

Aberforth Partners

17,092,291

Schroder Investment Management

6,939,870

M&G Investments

Coeli Asset Management

BlackRock

Polar Capital

Interactive Investor

Hargreaves Lansdown

6,099,027

5,822,522

5,143,436

4,856,827

3,761,916

3,752,822

15.87

13.72

5.57

4.90

4.68

4.13

3.90

3.02

3.01

Financial disclosures
Going concern
The financial statements have been prepared on a going concern
basis, as set out in the Statement of Directors’ Responsibilities on
page 113. Having considered the ability of the Company and the
Group to operate within its existing facilities and meets its debt
covenants, the Directors have a reasonable expectation that the
Company and the Group have adequate resources to continue in
operational existence for the foreseeable future.

In determining whether the financial statements can be prepared on
a going concern basis, the Directors considered the Group’s business
activities, together with the principal risks and uncertainties likely to
affect its future performance and position. For further details of this
assessment, see pages 56 and 128.

Results and dividends
The Group profit attributable to equity shareholders for the financial
year amounted to £33.2m. The preliminary results will be announced on
22 May 2023, with the final dividend of 8.8p payable on 11 August 2023.

Contracts and transactions
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. There is no contractual
provision within the Executive Directors’ service contracts in the
event of a change of control and no such provision will be included in
future Executive Directors’ contracts. The Company is not aware of
any contractual or other agreement, which is essential to its business
and should be disclosed in this Directors’ report.

Events after the balance sheet date
There were no reportable events after the balance sheet date.

112 Wincanton plc

Annual Report and Accounts 2023

Disclosure of information to auditor
The Directors who held office at the date of approval of this Directors’
report confirm that, so far as they are each aware, there is no relevant
audit information of which the Company’s auditor is unaware; and
each Director has taken all the steps that they ought to have taken as a
Director to make themselves aware of any relevant audit information and
to establish that the Company’s auditor is aware of that information.

Equity disclosures
Share capital
The Company’s issued share capital as the date of this report was
124,543,670 Ordinary Shares of 10p each. There are no preference
shares or non-voting shares. There are no shares held in Treasury.

Authority to purchase shares
The Company was authorised at the 2022 AGM to purchase its own
shares within certain limits. During the year ended 31 March 2023,
1,000,000 shares were purchased by the Trustee of the Employee
Benefit Trust under this authority to satisfy the exercise of share
options by employees. The Directors will seek renewal of their authority
to purchase in the market the Company’s shares at the 2023 AGM.

Shareholders’ rights
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 Conduct Authority, certain employees are
required to seek approval of the Company to deal in its shares.

Employees who participate in the Share Incentive Plan give directions
to the Trustees 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.

Greenhouse gas emissions
The disclosures concerning greenhouse gas emissions required by
law are included in the ESG report on page 33.

Charitable donations
During the year ended 31 March 2023, the Group contributed
£35,785 (2022: £22,986) to charitable and community programmes.

Political donations
No political donations were made during the year (2022: Nil).

Annual General Meeting
The Company’s AGM will be held on 12 July 2023 and this year will be an
in-person event at 1 Cornhill London. The Notice of Annual General
Meeting 2023, which contains full explanations of the business to be
conducted at the AGM, is set out in a separate Notice addressed to
shareholders and can be found on the Company’s website,
www.wincanton.co.uk/investors/shareholder-information/general-meetings.

Employee disclosures
Wincanton is an inclusive and equal opportunities employer. The
Group is committed to ensuring that disabled persons are treated
with dignity and respect and that we act in accordance with the
Equality Act 2010. Wincanton gives full and fair consideration to
applications for employment by disabled persons and provides the
necessary support to colleagues in our employment with a disability.
Training, career development and promotion are equally applied
regardless of disability or any other individual attribute.

Further information about how we engage, consult with and look
after our employees can be found in the ESG report on page 36, in
Board engagement on page 47 and in the Nomination Committee
report on page 79.

On behalf of the Board

Lyn Colloff
Company Secretary
19 May 2023

Statement of Directors’ responsibilities

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 UK-adopted International Accounting Standards
and applicable law and have elected to prepare the parent Company
financial statements in accordance with UK Accounting Standards,
including FRS 101 Reduced Disclosure Framework.

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

– select suitable accounting policies and then apply them

consistently;

They are responsible for such internal control as they determine is
necessary to enable the preparation of financial statements that are
free from material misstatement, whether due to fraud or error, and
have general responsibility for taking such steps as are reasonably
open to them to safeguard the assets of the Group and to prevent
and detect fraud and other irregularities.

Under applicable law and regulations, the Directors are also
responsible for preparing a Strategic report, Directors’ report,
Directors’ Remuneration report and Corporate Governance
Statement that comply 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.

Responsibility statement of the Directors in respect of the
annual financial report
We confirm that to the best of our knowledge:

– make judgements and estimates that are reasonable, relevant,

– the financial statements, prepared in accordance with the

reliable and prudent;

– for the Group financial statements, state whether they have been
prepared in accordance with UK-adopted International Accounting
Standards;

– for the parent Company financial statements, state whether

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

– assess the Group and parent Company’s ability to continue as a

going concern, disclosing, as applicable, matters related to going
concern; and

– use the going concern basis of accounting unless they either

intend to liquidate the Group or the parent Company or to cease
operations or have no realistic alternative but to do so.

The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Company’s
transactions and disclose with reasonable accuracy at any time the
financial position of the Company and enable them to ensure that its
financial statements comply with the Companies Act.

applicable set of accounting standards, give a true and fair view
of the assets, liabilities, financial position and profit or loss of
the Company and the undertakings included in the consolidation
taken as a whole; and

– the Strategic report and the Directors’ report include a fair review
of the development and performance of the business and the
financial position of the issuer and the undertakings included in
the consolidation taken as a whole, together with a description of
the principal risks and uncertainties that they face.

We consider the Annual Report and Accounts, taken as a whole, is
fair, balanced and understandable and provides the information
necessary for shareholders to assess the Group’s position and
performance, business model and strategy.

The Directors approved the above responsibility statement on
19 May 2023.

Tom Hinton
Chief Financial Officer

Wincanton plc
Annual Report and Accounts 2023

113

GovernanceGovernance

Independent auditor’s report to the members of Wincanton plc

Opinion on the financial statements
In our opinion:

– the financial statements give a true and fair view of the state of the Group’s and of the Parent Company’s affairs as at 31 March 2023

and of the Group’s profit for the year then ended;

– the Group financial statements have been properly prepared in accordance with UK adopted international accounting standards;

– the Parent Company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting

Practice; and

– the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

We have audited the financial statements of Wincanton Plc (the ‘Parent Company’) and its subsidiaries (the ‘Group’) for the year ended
31 March 2023 which comprise the consolidated income statement, the consolidated statement of comprehensive income, the consolidated
balance sheet, the consolidated statement of changes in equity, the consolidated statement of cash flows, the company balance sheet,
the company statement of changes in equity and notes to the financial statements, including a summary of significant accounting policies.
The financial reporting framework that has been applied in the preparation of the Group financial statements is applicable law and UK
adopted international accounting standards. The financial reporting framework that has been applied in the preparation of the Parent
Company financial statements is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101
Reduced Disclosure Framework (United Kingdom Generally Accepted Accounting Practice).

Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities
under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Our audit opinion is
consistent with the additional report to the audit committee.

Independence
Following the recommendation of the audit committee, we were appointed by the Directors on 22 July 2020 to audit the financial
statements for the year ended 31 March 2021 and subsequent financial periods. The period of total uninterrupted engagement including
reappointments is 3 years, covering the years ended 31 March 2021 to 31 March 2023. We remain independent of the Group and the Parent
Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s
Ethical Standard as applied to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these
requirements. The non-audit services prohibited by that standard were not provided to the Group or the Parent Company.

Conclusions relating to going concern
In auditing the financial statements, we have concluded that the Directors’ use of the going concern basis of accounting in the preparation
of the financial statements is appropriate. Our evaluation of the Directors’ assessment of the Group and the Parent Company’s ability to
continue to adopt the going concern basis of accounting included:

– A review of the forecasts and covenant compliance calculations for the Group for a period of at least 12-months from the date of approval
of the financial statements. This included testing that the forecasts were consistent with the latest Board approved budgets and assessing
the mathematical accuracy of the going concern model;

– Detailed enquiries of the Board and management on the reasonableness of the assumptions made in the preparation of these forecasts.
This also included making comparisons of the forecast assumptions to historic results achieved, consideration of current economic risks
and knowledge of the business;

– Challenge of the appropriateness of the downside sensitivities, and consideration of whether other scenarios (or specific events) might

be appropriate to incorporate into the assessment;

– Testing the covenant calculations, and forecast covenant compliance, against the Group’s facility agreements and other key documents;

– A review of the Directors’ reverse stress test assessment including the likelihood of such a scenario materialising; and

– Consideration of the adequacy of the disclosures in the financial statements against the requirements of the accounting standards and
consistency of the disclosure against the forecasts and reverse stress test assessment that the Directors have considered in performing
their going concern assessment.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or
collectively, may cast significant doubt on the Group and the Parent Company’s ability to continue as a going concern for a period of at least
twelve months from when the financial statements are authorised for issue.

In relation to the Parent Company’s reporting on how it has applied the UK Corporate Governance Code, we have nothing material to add or
draw attention to in relation to the Directors’ statement in the financial statements about whether the Directors considered it appropriate
to adopt the going concern basis of accounting.

Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of
this report.

114 Wincanton plc

Annual Report and Accounts 2023

Overview

Coverage

Key audit matters

Materiality

94% (2022: 100%) of Group profit before tax

97% (2022: 98%) of Group revenue

90% (2022: 100%) of Group total assets

Revenue recognition

Valuation of certain defined benefit pension scheme assets

Measurement of the gross defined benefit pension scheme
obligation

2023

2022



Group financial statements as a whole
£2.8m based on 4.5% of underlying profit before tax (2022: £2.6m based on 4.5% of underlying
profit before tax).

An overview of the scope of our audit
Our Group audit was scoped by obtaining an understanding of the Group and its environment, including the Group’s system of internal
control, and assessing the risks of material misstatement in the financial statements. We also addressed the risk of management override
of internal controls, including assessing whether there was evidence of bias by the Directors that may have represented a risk of material
misstatement.

The Group operates through a number of reporting components of which we identified two to be significant components in addition to the
Parent Company. All significant components were subject to full scope audits. Non-significant components were subject to either specified
audit procedures and / or desktop review procedures. With the exception of specified procedures performed on the Group’s insurance captive
by a BDO member firm in Guernsey, all full scope audits, specified procedures and desktop review procedures were completed by the group
audit team.

Our involvement with component auditors
For the work performed by component auditors, we determined the level of involvement needed in order to be able to conclude whether
sufficient appropriate audit evidence has been obtained as a basis for our opinion on the Group financial statements as a whole. Our
involvement with component auditors included the following:

– Holding meetings at the planning stage and the completion stage of the audit;

– Directing the nature and extent of the procedures performed by the component auditor;

– Sending group audit instructions, along with key communications on materiality levels and risks associated to the specific audit

procedures; and

– Review of final reporting received.

Climate change
Our work on the assessment of potential impacts on climate-related risks on the Group’s operations and financial statements included:

– Enquiries and challenge of management to understand the actions they have taken to identify climate-related risks and their potential

impacts on the financial statements and adequately disclose climate-related risks within the annual report;

– Our own qualitative risk assessment taking into consideration the sector in which the Group operates and how climate change affects this

particular sector; and

– Review of the minutes of Board and Audit Committee meeting and other papers related to climate change and performed a risk assessment

as to how the impact of the Group’s commitment as set out in page 42 may affect the financial statements and our audit.

We challenged the extent to which climate-related considerations, including the expected cash flows from the initiatives and commitments
have been reflected, where appropriate, in the Directors’ going concern assessment and viability assessment.

We also assessed the consistency of managements disclosures included as Other Information with the financial statements and with our
knowledge obtained from the audit.

Based on our risk assessment procedures, we did not identify there to be any Key Audit Matters materially impacted by climate-related risks.

Wincanton plc
Annual Report and Accounts 2023

115

GovernanceIndependent auditor’s report to the members of Wincanton plc continued

An overview of the scope of our audit continued
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of
the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified,
including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit, and directing the efforts
of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion on these matters.

Key audit matter

Revenue recognition
Group revenue is £1,462.0m
(2022: £1,421.4m)

Contract receivables, contract
assets and contract fulfilment
assets are disclosed in note 17
to the financial statements.
The accounting policy for
revenue recognition is
included in note 1 and further
information on revenue is
included in note 2.

As part of the monthly reporting
process, manual adjustments are
recorded to revenue which are
necessary to record revenue in the
correct period, giving rise to accrued
income (contract receivables).
We have identified these manual
adjustments as a significant risk
of fraud and error.

Separately, from time to time, the
Group extends, renews or modifies its
contracts with customers. Accounting
for contract modifications under IFRS
15 – Revenue from Contracts with
Customers (“IFRS 15”) is complex and
requires judgement in determining
whether additional services to be
provided as part of a modified or
extended contract have been priced at
the standalone selling price or contain
promises that do not constitute
performance obligations. We consider
this gives rise to a significant risk of
error in revenue recognition.

Separately, accounting for new
contracts entered into during the
year may require judgements to be
made regarding promises in contracts
that are treated as performance
obligations. As such the we consider
that this gives rise to a significant risk
of error in revenue recognition.

Therefore, this was considered to
be an area of focus for our audit and
a key audit matter.

How the scope of our audit addressed the key audit matter

Our procedures included.

– Testing a sample of accrued income on open book and closed
book contracts and agreeing the amounts recorded to post
year end invoice and, where possible, cash receipts, as well
as agreeing the service provided to underlying contracts.
We tested that the accrued income amounts selected were
recorded in the appropriate period by obtaining corroborative
evidence to support the timing of revenue recognition, such as
cost reports or customer correspondence.

– We selected a sample of manual journal entries to revenue and
tested that the item was appropriately accounted for through
corroboration to supporting documentation and explanations
by management.

– For a sample of renewed, extended or modified contracts,
selected by reference to the amount of revenue recorded
for that contract in the year, we obtained and reviewed a
copy of the contract and management’s contract checklist,
challenging where appropriate any conclusions drawn,
including judgements regarding the existence of performance
obligations and whether the transaction price was considered
to be reflective of the standalone selling price of the additional
promised goods or services in accordance with IFRS 15. In
assessing whether the transaction price was reflective of the
standalone selling price, we reviewed the contract for any
significant discounts or rebates.

– For a sample of new contracts, selected by reference to
the amount of revenue recorded for that contract in the
year, we obtained a copy of the contract and management’s
contract checklist and accounting paper (where available).
We reviewed the Group’s assessment of the accounting for the
new contracts in accordance with IFRS 15, challenging where
appropriate the conclusions drawn, including judgements
regarding the existence of performance obligations and the
point at which revenue should be recognised.

Key observations:
As a result of performing the procedures above, we found
that the recognition of revenue relating to manual period end
adjustments and new, renewed, extended or modified contracts
was acceptable.

116 Wincanton plc

Annual Report and Accounts 2023

An overview of the scope of our audit continued
Key audit matters continued

Key audit matter

Valuation of certain
defined benefit pension
scheme assets
As disclosed in note 26, the
Group has £891.1m (2022:
£1,208.3m) of plan assets
which are included in the
measurement of the net
defined benefit asset recorded
on the Group balance sheet.

The quantum of the Group’s plan
assets recorded in the net defined
benefit pension asset on the Group’s
balance sheet is significant in the
context of the financial statements.
Some of the asset valuations, which
are determined with the assistance
of the investment fund managers,
are highly subjective, in particular
£517.6m (2022: £784.4m) of liability
driven investments and £99.6m
(2022: £114.1m) of private debt
assets, the latter being determined
with reference to the latest net asset
valuations which occur at a date prior
to the financial year end.

Therefore, this was considered to
be an area of focus for our audit
and a key audit matter.

Measurement of the
gross defined benefit
pension scheme
obligation
As disclosed in note 26, the
Group has recorded a gross
defined benefit obligation of
£776.4m (2022: £1,093.8m)
in the measurement of the
net defined benefit pension
asset recorded on the Group
balance sheet.

Note 26 includes details of
the Group’s assessment of
the sensitivity of the present
value of the scheme obligation
to changes in actuarial
assumptions.

The quantum of the Group’s gross
defined benefit pension scheme
obligation recorded in the net defined
benefit pension asset on the Group’s
balance sheet is significant in the
context of the financial statements.

The measurement of the gross defined
benefit obligation is based on actuarial
assumptions which have a high degree
of estimation uncertainty, with a range
of possible reasonable outcomes. The
Directors have taken independent
actuarial advice in respect of the
appropriateness of these assumptions.

As such, this was considered to be an
area of focus for our audit and a key
audit matter.

How the scope of our audit addressed the key audit matter

Our procedures included:

– Assessing the competence of the investment fund managers

by obtaining and reviewing relevant controls reports to
understand the controls they have in place over valuation
and to identify any control findings which might impact the
reliability of the valuations.

– For the liability driven investments, testing a sample of
the valuations to either quoted market prices, where
available, or by using our internal valuation experts to assist
us in sourcing relevant market data to assess whether the
valuations were appropriate.

– For private debt assets, we assessed the appropriateness

of using the latest available net asset valuations, which occur
prior to the financial year end, by considering Management’s
assessment of the movements in relevant published
benchmarks from the latest valuation date to the financial
year end. This work was performed with the assistance of
our valuation experts.

– We also considered any significant valuation movements
between the date of the most recent audited financial
statements of the private debt funds and the financial year
date to assess the level of volatility in the portfolio of private
debt assets.

Key observations:
As a result of performing the procedures above, we found
that the valuations of the liability driven assets and the private
debt assets, included in the valuation of total plan assets were
acceptable.

Our procedures included:

– We tested the underlying data used in the calculation of the

gross defined benefit obligation to supporting documentation.

– With the use of our internal actuarial experts, we challenged
the appropriateness of the actuarial assumptions used by
the Group in calculating the gross defined benefit pension
obligation. This included benchmarking assumptions such
as the discount rate, retail price index (RPI) and consumer
price index (CPI) against those used for similar schemes and
considering whether each of these assumptions sit within an
acceptable range of possible positions.

Key observations:
As a result of performing the procedures above, we found that
the measurement of the gross defined benefit pension scheme
obligation was acceptable.

Wincanton plc
Annual Report and Accounts 2023

117

GovernanceIndependent auditor’s report to the members of Wincanton plc continued

Our application of materiality
We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements. We consider
materiality to be the magnitude by which misstatements, including omissions, could influence the economic decisions of reasonable users
that are taken on the basis of the financial statements.

In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we use a lower materiality level,
performance materiality, to determine the extent of testing needed. Importantly, misstatements below these levels will not necessarily
be evaluated as immaterial as we also take account of the nature of identified misstatements, and the particular circumstances of their
occurrence, when evaluating their effect on the financial statements as a whole.

Based on our professional judgement, we determined materiality for the financial statements as a whole and performance materiality
as follows:

Group financial statements

Parent company financial statements

Materiality

2023
£m

£2.8m

2022
£m

£2.6m

Basis for determining
materiality

4.5% of underlying
profit before tax

2023
£m

£1.45m

2022
£m

£1.89m

1% of total assets

Rationale for the
benchmark applied

Underlying profit before
tax was considered to
be the most appropriate
performance measure
as it removes the
impact of certain one-
off non-underlying
items impacting the
underlying performance
of the Group and is
also a key measure for
stakeholders.

Total assets was
considered to be the
most appropriate
measure as the Parent
Company is a holding
company that does
not trade.

Performance materiality £1.96m

Basis for determining
performance materiality

70% of overall
materiality.

£1.82m

70% of overall
materiality.

£1.02m

70% of overall
materiality.

£1.32m

70% of overall
materiality.

Rationale for the
percentage applied for
performance materiality

70 % of overall
materiality was
considered to be
appropriate taking
into consideration
factors including the
aggregation risk within
our testing.

Component materiality
For the purposes of our Group audit opinion, we set materiality for each significant component of the Group, apart from the Parent Company
whose materiality is set out above, based on a percentage of between 60% and 90% (2022: 48% and 87%) of Group materiality dependent
on the size and our assessment of the risk of material misstatement of that component. Component materiality ranged from £1.68m to
£2.52m (2022: £1.25m to £2.25). In the audit of each component, we further applied performance materiality levels of 70% (2022: 70%)
of the component materiality to our testing to ensure that the risk of errors exceeding component materiality was appropriately mitigated.

Reporting threshold
We agreed with the Audit Committee that we would report to them all individual audit differences in excess of £100,000 (2022: £90,000).
We also agreed to report differences below this threshold that, in our view, warranted reporting on qualitative grounds.

118 Wincanton plc

Annual Report and Accounts 2023

Other information
The directors are responsible for the other information. The other information comprises the information included in the Annual Report and
Accounts other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the
other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion
thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent
with the financial statements, or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If
we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a
material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material
misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Corporate governance statement
The Listing Rules require us to review the Directors’ statement in relation to going concern, longer-term viability and that part of the
Corporate Governance Statement relating to the parent company’s compliance with the provisions of the UK Corporate Governance Code
specified for our review.

Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate Governance
Statement is materially consistent with the financial statements, or our knowledge obtained during the audit.

Going concern and
longer-term viability

– The Directors’ statement with regards to the appropriateness of adopting the going concern basis of accounting

and any material uncertainties identified set out on page 113; and

– The Directors’ explanation as to their assessment of the Group’s prospects, the period this assessment covers

and why the period is appropriate set out on page 62.

Other Code provisions

– Directors’ statement on fair, balanced and understandable set out on page 113;

– Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks set out

on page 60;

– The section of the annual report that describes the review of effectiveness of risk management and internal

control systems set out on page 58-59; and

– The section describing the work of the audit committee set out on page 84.

Other Companies Act 2006 reporting
Based on the responsibilities described below and our work performed during the course of the audit, we are required by the Companies Act
2006 and ISAs (UK) to report on certain opinions and matters as described below.

Strategic report and
Directors’ report

In our opinion, based on the work undertaken in the course of the audit:

– the information given in the Strategic report and the Directors’ report for the financial year for which the

financial statements are prepared is consistent with the financial statements; and

– the Strategic report and the Directors’ report have been prepared in accordance with applicable legal

requirements.

In the light of the knowledge and understanding of the Group and Parent Company and its environment
obtained in the course of the audit, we have not identified material misstatements in the strategic report or the
Directors’ report.

Directors’ remuneration In our opinion, the part of the Directors’ remuneration report to be audited has been properly prepared in

accordance with the Companies Act 2006.

Matters on which we
are required to report
by exception

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006
requires us to report to you if, in our opinion:

– adequate accounting records have not been kept by the Parent Company, or returns adequate for our audit have

not been received from branches not visited by us; or

– the Parent Company financial statements and the part of the Directors’ remuneration report to be audited are

not in agreement with the accounting records and returns; or

– certain disclosures of Directors’ remuneration specified by law are not made; or

– we have not received all the information and explanations we require for our audit.

Wincanton plc
Annual Report and Accounts 2023

119

GovernanceIndependent auditor’s report to the members of Wincanton plc continued

Responsibilities of Directors
As explained more fully in the Statement of Directors’ responsibilities, the Directors are responsible for the preparation of the financial
statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary
to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the Directors are responsible for assessing the Group’s and the Parent Company’s ability to continue
as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the
Directors either intend to liquidate the Group or the Parent Company or to cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement,
whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance
but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected
to influence the economic decisions of users taken on the basis of these financial statements.

Extent to which the audit was capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our
procedures are capable of detecting irregularities, including fraud is detailed below:

Non-compliance with laws and regulations
Based on:

– Our understanding of the Group and the industry in which it operates;

– Discussion with management, those charged with governance, the Group’s legal counsel and the Audit Committee; and

– Obtaining and understanding of the Group’s policies and procedures regarding compliance with laws and regulations,

We considered the significant laws and regulations to be Companies Act 2006, Financial Conduct Authority regulations including the
UK Listing Rules and the principles of the UK Corporate Governance Code.

The Group is also subject to laws and regulations where the consequence of non-compliance could have a material effect on the amount or
disclosures in the financial statements, for example through the imposition of fines or litigations. We identified such laws and regulations
to be the Road Transport regulations, Employment Law, pensions and tax legislation.

Our procedures in respect of the above included:

– Review of minutes of meeting of those charged with governance for any instances of non-compliance with laws and regulations;

– Review of correspondence with regulatory and tax authorities for any instances of non-compliance with laws and regulations;

– Review of financial statement disclosures and agreeing to supporting documentation;

– Involvement of tax specialists in the audit; and

– Review of legal expenditure accounts to understand the nature of expenditure incurred.

Fraud
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, we considered the following:

– the nature of the industry, control environment and business performance including the design of the Group’s remuneration policies,

key drivers for Directors’ remuneration and performance targets;

– the results of our enquiries of management, internal audit and the Audit Committee about their own identification of the risk of

irregularities, including fraud;

– any matters we identified having obtained and reviewed the Group’s documentation of their policies and procedures; and

– the matters discussed among the audit engagement team regarding how and where fraud might occur in the financial statements

and any potential indicators of fraud.

120 Wincanton plc

Annual Report and Accounts 2023

Auditor’s responsibilities for the audit of the financial statements continued
Fraud continued
We determined the areas most susceptible to be revenue recognition and management override of controls.

Our procedures in respect of the above included:

– identifying and testing journal entries, in particular any journal entries posted to revenue, those with unusual account combinations

and journals posted by unexpected users by agreeing to supporting documentation.

– review of minutes of Board meetings throughout the year to identify any known or suspected instances of fraud;

– review of internal audit reports for reference of any internal control failures;

– challenging assumptions and judgements made by management in their significant accounting estimates and judgements, in particular,
the assessment of performance obligations in customer contracts, the valuation of defined benefit pension assets, the measurement
of the gross defined benefit pension obligation (as set out in the key audit matters section of the report), impairment assessments,
the measurement of other provisions and going concern; and

– the procedures in the key audit matters section above in relation to revenue recognition.

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members, who were
all deemed to have appropriate competence and capabilities and remained alert to any indications of fraud or non-compliance with laws
and regulations throughout the audit.

Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of
not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve
deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit
procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected
in the financial statements, the less likely we are to become aware of it.

A further description of our responsibilities is available on the Financial Reporting Council’s website at:
www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

Use of our report
This report is made solely to the Parent 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 Parent 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 Parent Company and the Parent Company’s members as a body, for our audit work, for this report, or for the opinions
we have formed.

Sophia Michael (Senior Statutory Auditor)
For and on behalf of BDO LLP, Statutory Auditor
London

19 May 2023
BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).

Wincanton plc
Annual Report and Accounts 2023

121

GovernanceFinancial statements

Consolidated income statement For the year ended 31 March 2023

Note

Underlying
£m

2023

Non-
underlying
£m

Total
£m

1,462.0

(1,391.2)

–

1,462.0

(23.9)

(1,415.1)

70.8

3.6

(12.3)

62.1

(9.7)

(23.9)

–

(23.9)

4.7

46.9

3.6

(12.3)

38.2

(5.0)

2022

Non-
underlying
£m

Total
£m

–

1,421.4

(3.3)

–

(3.3)

0.6

(1,360.0)

61.4

1.1

(7.7)

54.8

(6.9)

Underlying
£m

1,421.4

(1,356.7)

64.7

1.1

(7.7)

58.1

(7.5)

52.4

(19.2)

33.2

50.6

(2.7)

47.9

42.5p

42.4p

26.9p

40.8p

40.3p

38.6p

38.2p

Revenue

Net operating costs

Operating profit/(loss)

Financing income

Financing cost

Profit/(loss) before tax

Income tax credit/(expense)

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

Earnings per share

– basic

– diluted

122 Wincanton plc

Annual Report and Accounts 2023

Consolidated statement of comprehensive income For the year ended 31 March 2023

Profit for the year

Other comprehensive income/(loss)

Items which will not subsequently be reclassified to the income statement

Remeasurements of net defined benefit asset

Income tax relating to items that will not subsequently be reclassified to profit or loss

Items which are or may subsequently be reclassified to the income statement

Net foreign exchange loss on investment in foreign subsidiaries

Total other comprehensive income/(loss) for the year, net of income tax

Total comprehensive income attributable to equity shareholders of Wincanton plc

Note

2023
£m

33.2

(22.4)

4.2

(18.2)

0.2

(18.0)

15.2

2022
£m

47.9

47.6

(14.7)

32.9

(0.1)

32.8

80.7

Wincanton plc
Annual Report and Accounts 2023

123

Financial statementsConsolidated balance sheet At 31 March 2023

Non-current assets

Goodwill and intangible assets

Property, plant, equipment and vehicles

Right-of-use assets

Employee benefits

Total non-current assets

Current assets

Inventories

Trade and other receivables

Income tax receivable

Cash at bank and in hand

Total current assets

Total assets

Current liabilities

Income tax payable

Lease liabilities

Trade and other payables

Provisions

Total current liabilities

Net current liabilities

Total assets less current liabilities

Non-current liabilities

Borrowings and other financial liabilities

Lease liabilities

Employee benefits

Provisions

Deferred tax liabilities

Total non-current liabilities

Net assets

Equity

Issued share capital

Share premium

Merger reserve

Translation reserve

Own shares

Retained profits

Total equity

2023
£m

2022
(Restated) 1
£m

Note

105.4

28.8

176.2

116.6

427.0

1.8

170.6

4.6

13.2

190.2

617.2

110.7

25.9

192.6

117.0

446.2

2.6

207.4

–

28.7

238.7

684.9

–

(37.5)

(289.6)

(11.3)

(3.3)

(27.3)

(323.6)

(12.7)

(338.4)

(366.9)

(148.2)

(128.2)

278.8

318.0

–

(168.9)

(1.9)

(32.0)

(16.9)

(25.0)

(179.4)

(2.5)

(30.6)

(16.9)

(219.7)

(254.4)

59.1

63.6

12.5

12.9

3.5

(0.3)

(5.6)

36.1

59.1

12.5

12.9

3.5

(0.5)

(2.2)

37.4

63.6

1 Certain comparatives have been restated due to prior year adjustment as explained in Note 1 ‘Accounting policies’.

These financial statements were approved by the Board of Directors on 19 May 2023 and were signed on their behalf by:

Tom Hinton
Chief Financial Officer

124 Wincanton plc

Annual Report and Accounts 2023

Consolidated statement of changes in equity For the year ended 31 March 2023

Balance at 1 April 2021

Profit for the year

Other comprehensive income/(loss)

Total comprehensive income

Share based payment transactions

Tax on share based payment transactions

Dividends paid to shareholders

Balance at 31 March 2022

Balance at 1 April 2022

Profit for the year

Other comprehensive income/(loss)

Total comprehensive income

Share based payment transactions

Tax on share based payment transactions

Dividends paid to shareholders

Balance at 31 March 2023

Note

Issued
share
capital
£m

12.5

Share
premium
£m

12.9

Merger
reserve
£m

3.5

Translation
reserve
£m

Own
shares
£m

Retained
(losses)/
earnings
£m

Total
equity/
(deficit)
£m

(1.0)

(29.2)

–

(0.4)

–

(0.1)

–

(1.2)

–

12.5

12.9

3.5

(0.5)

(2.2)

12.5

12.9

3.5

–

(0.5)

–

0.2

–

(2.2)

–

(3.4)

–

12.5

12.9

3.5

(0.3)

(5.6)

47.9

32.9

80.8

(0.3)

0.4

(14.3)

37.4

33.2

(18.2)

15.0

(0.7)

(0.3)

(15.3)

36.1

(1.7)

47.9

32.8

80.7

(1.5)

0.4

(14.3)

63.6

33.2

(18.0)

15.2

(4.1)

(0.3)

(15.3)

59.1

Wincanton plc
Annual Report and Accounts 2023

125

Financial statementsConsolidated statement of cash flows For the year ended 31 March 2023

Cash flows from operating activities

Profit before tax

Adjustments for:

– depreciation and amortisation

– research and development expenditure credit

– net financing costs

– impairments

– (profit)/loss on disposal of property, plant and equipment

– loss on derecognition of lease liabilities

– Gain on disposal of businesses

– share based payment transactions

(Increase)/decrease in trade and other receivables

(Increase)/decrease in inventories

Increase/(decrease) in trade and other payables

Decrease in provisions

Increase in employee benefits before pension deficit payment

Income taxes paid

Net cash flows from operating activities before pension deficit payment

Pension deficit payment

Net cash flows from operating activities

Cash flows from Investing activities

Proceeds from sale of property, plant and equipment

Purchase of business, net of cash acquired

Additions of property, plant, equipment and vehicles

Additions of computer software

Net Cash flows from investing activities

Cash flows from Financing activities

Increase/(decrease) in borrowings

Repayment of borrowings acquired

Own shares acquired

Repayments of amounts relating to lease liabilities

Equity dividends paid

Interest paid on borrowings

Net Cash flows from financing activities

Net increase/(decrease) in cash and cash equivalents

Cash and cash equivalents at beginning of the year

Cash and cash equivalents at end of the year

Represented by:

– cash at bank and in hand

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

126 Wincanton plc

Annual Report and Accounts 2023

Note

2023
£m

2022
£m

38.2

54.8

52.2

(0.2)

8.7

19.1

1.9

2.4

(0.4)

121.5

37.2

0.8

(33.5)

(0.6)

0.9

(8.8)

117.5

(20.1)

97.4

2.0

–

(14.7)

(1.8)

(14.5)

(25.0)

–

(3.7)

(48.7)

(15.3)

(5.7)

(98.4)

(15.5)

28.7

13.2

10.4

2.8

13.2

43.8

(0.6)

6.6

0.4

(0.1)

1.2

(0.9)

0.3

105.5

(7.9)

(1.1)

15.9

(1.7)

0.9

(3.3)

108.3

(18.5)

89.8

2.9

(13.6)

(10.7)

(0.5)

(21.9)

9.9

(14.0)

(1.8)

(42.9)

(14.3)

(3.1)

(66.2)

1.7

27.0

28.7

25.9

2.8

28.7

Notes to the consolidated financial statements

1. Accounting policies
Statement of compliance
Wincanton plc (the Company) is a company incorporated in the United Kingdom and domiciled and registered in England and Wales. The
Company provides supply chain solutions in the UK and Ireland and is a public company limited by shares. The address of the Company’s
registered office and its registered number are shown on page 168. The consolidated financial statements include those of the Company
and its subsidiaries (together referred to as the Group).

The consolidated financial statements have been prepared and approved by the Directors in accordance with UK-adopted International
Accounting Standards (Adopted IFRS) and the legal requirements of the Companies Act 2006, as applicable to companies reporting under
those standards.

Standards, amendments and interpretations effective or adopted or issued in the year
Amendments to accounting standards issued by the IASB and adopted in the year ended 31 March 2023 did not have a material impact on the
results or financial position of the Group.

Certain new accounting standards, amendments to accounting standards and interpretations have been published that are not mandatory
for 31 March 2023 reporting periods and have not been early adopted by the Group. These standards, amendments and interpretations are
not expected to have a material impact on the results or financial position of the Group in future reporting periods.

Prior year restatement
During the preparation of the 2023 Annual Report and Accounts an error was identified in relation to right of use assets and associated
lease liabilities that should have been recognised in earlier reporting periods. The error arose as a result of the Group taking control of
certain non-property assets in periods prior to the year ended 31 March 2023 but which were not identified by management until the current
accounting period. The impact is to increase right-of-use assets by £3.6m and increase lease liabilities by £3.6m, with the latter split as an
increase of £0.7m in current lease liabilities and an increase of £2.9m in non-current lease liabilities. There is no material impact on the Income
Statement for the year ended 31 March 2022 and no material impact on reported equity as at 1 April 2021. Earnings per share for the year
ended 31 March 2022 are unaffected as a result of this correction.

A full Balance Sheet as at 31 March 2021 has not been presented in accordance with IAS 1 Presentation of Financial Statements given that
the impact on the balance sheet at 31 March 2021 is not material.

Basis of preparation
The Group financial statements are stated in pounds sterling, which is the Company’s functional and presentational currency, 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, as stated in the accounting policies.

The accounting policies set out below have been applied consistently to all periods presented in these Group financial statements.

Critical accounting judgements and key sources of estimation uncertainty
The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ
from those 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.

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

Critical judgements in applying the Group’s accounting policies
The following are key judgements that the Directors have made in the process of applying the Group’s accounting policies and that have
the most significant effect on the amounts recognised in the financial statements:

– the presentation of selected items as non-underlying and the use of underlying measures as described in Note 3 ‘Alternative performance

measures’;

– in performing assets with finite live impairment assessments, the determination of cash generating units and the assumptions used

to determine the recoverable amount as detailed in Note 13 ‘Impairment’;

– the determination of whether any claims against the Group give rise to a possible, probable or remote outflow of economic benefit

as detailed in Note 22 ‘Provisions’ and Note 23 ‘Contingent liabilities’; and

– the determination of whether goods and services promised in the Group’s contracts with customers represent distinct performance
obligations, and the associated timing of revenue recognition for long term contracts. See Note 1 ‘Accounting policies’, revenue
recognition.

Key sources of estimation uncertainty
The Group’s key sources of estimation uncertainty in the reporting period that have a significant risk of causing a material adjustment
to the carrying amounts of assets and liabilities within the next financial year are shown below:

Wincanton plc
Annual Report and Accounts 2023

127

Financial statementsNotes to the consolidated financial statements continued

1. Accounting policies continued
Defined benefit pension scheme
Details of the Group’s defined benefit arrangements are set out in Note 26 ‘Employee benefits’, including the assumptions made, risk factors
and tables showing the sensitivity of the pension scheme obligations to changes in actuarial assumptions. The effects of changes in the
actuarial and demographic assumptions underlying the Scheme’s obligations, together with experience gains or losses and the return on
assets excluding amounts recognised in net financing costs, are classified as remeasurements in the defined benefit liability and recognised
in other comprehensive income.

Insurance provisions
Provisions are liabilities of uncertain timing or amount and therefore judgement is applied in making a reliable estimate of the quantum
and timing. Further information about the assumptions and risk factors is given in Note 22 ‘Provisions’.

The judgements which have had a significant effect on the amounts recognised in the financial statements in relation to the insurance
provision are those relating to the estimation of the provision for claims outstanding, including reported claims and claims incurred but
not reported (IBNR).

The Group takes all reasonable steps to ensure that it has appropriate information regarding its claims exposures. The estimates and
associated assumptions are based on historical experience and other factors that are considered to be relevant. An external actuary
is appointed to undertake an annual assessment of certain provisions to assist in determining the reserving position.

Given the uncertainty in establishing claims provisions, actual results may differ from the historical pattern on which these estimates are
based and the cost of settling individual claims may exceed that assumed. It is likely that the final outcome will prove to be different from
the original liability established.

The estimation of the provision for claims IBNR is generally subject to a greater degree of uncertainty than the estimation of the cost of
settling claims already notified to the Group, where more information about the claim event is available. Claims IBNR may often not be
apparent to the insured for a considerable period after the loss event, and classes of business where the IBNR proportion of the total
provision is high will typically display greater variations between initial estimates and final outcomes.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the accounting
period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects
both current and future underwriting periods. It is reasonably possible, on the basis of existing knowledge, that outcomes within the next financial
year that are different from the assumption could require a material adjustment to the carrying amount of the asset or liability affected.

Given the diversity of claim types, their size, the range of possible outcomes and the time involved in settling these claims it is impractical
to provide sensitivity analysis on one single measure and its potential impact on the overall insurance provision. Provisions covered by the
actuarial review at the balance sheet date were £19.0m (2022: £18.9m) compared to an actuarial range of £14.7m to £18.0m (2022: £10.9m
to £14.4m), with the scope of the actuarial review being increased to include more recent, immature years. Management has taken into
consideration the actuarial review, the development of larger claims since the actuarial review, and historical development patterns of the
claims in determining the level of provision held.

Other sources of estimation uncertainty
Impairment of assets
Determining whether the Group’s assets are impaired requires an estimation of the value in use of the cash generating units (CGUs) to which the
assets have been allocated. The value in use calculation requires the Directors to estimate the future cash flows expected to arise from the CGUs
and a suitable discount rate in order to calculate present value. Note 13 ‘Impairment’ provides information on the assumptions used in the value
in use calculations and the amount by which the recoverable amount exceeds the respective carrying amount for each group of CGUs.

Climate change
Climate change is a global challenge and has been identified as a principal risk for the Group. The potential impact of climate change has
been considered in a number of areas including our assessments of going concern and viability, goodwill impairment testing and reviews of
property, plant and equipment. However, in our view, climate change does not represent a material estimation uncertainty. For further details
of the Group’s assessment of climate change risks refer to the Risk report and to the ESG and Sustainability section of the strategic report.

Going concern
The Directors have concluded that it is reasonable to adopt a going concern basis in preparing the consolidated year end financial statements.
In adopting the going concern basis, the Directors have considered Wincanton’s business activities, together with factors likely to affect its
future development and performance, as well as Wincanton’s principal risks and uncertainties.

The adoption of the going concern basis is based on an expectation that the Group will have adequate resources to continue in operational
existence for at least twelve months from the signing of the consolidated full year financial statements. For the purpose of this going concern
assessment, the Directors have considered an 18 month period from the balance sheet date, aligned with the business forecasting outlook
period, to 30 September 2024. The Group has reported an underlying profit before tax of £62.1m for the twelve months ended 31 March 2023
(31 March 2022: £58.1m), has net current liabilities of £148.2m (31 March 2022: £128.2m) and net assets of £59.1m (31 March 2022: £63.6m).

The Group’s committed facilities at 31 March 2023 comprise a syndicated revolving credit facility (RCF) of £175.0m, which matures in March
2027. The Group had £175.0m of undrawn amounts against the RCF facility as at 31 March 2023. The RCF requires the Group to comply with
the following three financial covenants at 30 September and 31 March each financial year:

– leverage ratio: consolidated total net borrowings of no more than 3.0 times consolidated EBITDA for the preceding 12 month period;

– interest cover: consolidated EBITDA for the preceding 12 month period is not less than 3.5 times higher than consolidated net finance

charges for the preceding 12 month period; and

– fixed charge cover: consolidated EBITDA plus operating lease costs for the preceding 12 month period is not less than 1.4 times higher than

consolidated net finance charges plus operating lease costs for the preceding 12 month period.

128 Wincanton plc

Annual Report and Accounts 2023

1. Accounting policies continued
Going concern continued
See Note 28 ‘Financial instruments’ for the covenant assessment as at 31 March 2023 which shows we have significant headroom across all
of the covenants.

In arriving at the conclusion on going concern, the Directors have given due consideration to whether the funding and liquidity resources
above are sufficient to accommodate the principal risks and uncertainties faced by the Group.

The Directors have reviewed the financial forecasts across a range of scenarios. The severe downside case assumes a deterioration in trading
performance as a result of weaker economic conditions and a more competitive trading environment, as well as a major customer going into
administration. Overall, the impact of this severe downside case reduces the forecast underlying profit before tax by over 60%. This scenario
also assumes a deterioration in working capital performance compared to the base case as a result of delayed cash receipts, together with
a further material unplanned cash outflow linked to a general commercial dispute. On top of these downsides, the impact of an increase to
base interest rates and the removal of the Group’s Receivables Purchasing Framework facility were also modelled.

These downsides would be partly offset by the application of mitigating actions to the extent they are under management’s control, including
deferrals of capital and other discretionary expenditure, as well as management bonus payment deferral and claiming against insurance cover
to offset any commercial dispute.

In all scenarios, the Group has sufficient liquidity and adequate headroom in the committed facilities set out above to meet its liabilities as
they fall due and the Group complies with the financial covenants under the RCF at 30 September and 31 March throughout the forecast
period. The Group has also carried out reverse stress tests against the downside case to determine the performance levels that would result
in a breach of covenants and the Directors do not consider such a scenario to be plausible.

The Directors have also considered the impact of climate-related matters on the Group’s going concern assessment, and do not expect this
to have a significant impact on the going concern assessment throughout the forecast period.

Since performing their assessment, there have been no subsequent changes in facts and circumstances relevant to the Directors’ assessment
of going concern.

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. Businesses acquired or disposed of since then have been accounted for using acquisition accounting principles from or up
to the date that control passed.

Subsidiaries are those entities controlled by the Group. Control is achieved when the Company has power over the investee; is exposed to,
or has rights to, variable return from its involvement with the investee; and has the ability to use its power to affect its returns. The Company
reassesses whether it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements
of control listed above. 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 Group financial statements from or up to the date that control passed.

Intra-group balances, and any unrealised gains and losses or income and expenses arising from intra-group transactions, are eliminated in
preparing the consolidated Group financial statements.

Intangible assets
Goodwill
All business combinations are accounted for by applying the acquisition method. Identifiable assets, liabilities and contingent liabilities
acquired are measured at fair value at acquisition date. The consideration transferred is measured at fair value and includes the fair value
of any contingent consideration.

Where the consideration transferred exceeds the fair value of the net assets, liabilities and contingent liabilities acquired, the excess
is recorded as goodwill. The costs of effecting an acquisition are charged to the income statement as incurred in the period.

Goodwill is stated at cost less any impairment losses. Goodwill is allocated to groups of CGUs and is tested annually for impairment.

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 and impairment losses.

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

Trademarks

Acquired software

6 to 10 years

5 years

3 to 5 years

Wincanton plc
Annual Report and Accounts 2023

129

Financial statements1. Accounting policies continued
Intangible assets continued
Other intangible assets continued
The cost of computer software purchased or developed inhouse which has the capacity to generate economic benefits for a period in excess
of one year is capitalised as an intangible asset.

Licence agreements to use cloud software are treated as service contracts and expensed in the Group income statement, unless the Group
has both a contractual right to take possession of the software at any time without significant penalty, and the ability to run the software
independently of the host vendor. In such cases the licence agreement is capitalised as software within intangible assets.

Costs to configure or customise a cloud software are expensed alongside the related service contract, unless they create a separately
identifiable resource controlled by the Group, in which case they are capitalised.

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 may be amortised over lives of up to ten years.

Property, plant, equipment and vehicles
Items of property, plant, equipment and vehicles are stated at cost or deemed cost less accumulated depreciation and impairment losses.
The cost of tangible assets includes directly attributable costs, including appropriate commissioning costs.

Subsequent expenditure
The Group recognises in the carrying amount of an item of property, plant, equipment and vehicles 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
Depreciation is charged to the income statement on a straight-line basis over the estimated useful life of an item of property, plant,
equipment and vehicles. The estimated useful lives are as follows:

Freehold buildings

Leasehold improvements

Plant and equipment, furniture and fittings

Office machinery and computers

Motor vehicles

50 years

remaining 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. Climate change is not considered to have a significant impact on the useful lives of items of property, plant, equipment and
vehicles. Freehold land is not depreciated. The residual value of tangible assets, if significant, is reassessed annually.

Right-of-use assets
Right-of-use assets are initially measured at cost, comprising the initial measurement of the lease liability adjusted for any lease payments
made at or before the commencement date, estimated asset retirement obligations, lease incentives received and initial direct costs.
Subsequently, right-of-use assets are measured at cost, less any accumulated depreciation and any accumulated impairment losses, and are
adjusted for certain remeasurements of the lease liability. Depreciation is calculated on a straight-line basis over the length of the lease.

Right-of-use assets are presented within non-current assets on the face of the balance sheet.

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 and subsequently at amortised cost, i.e. less any
impairment losses.

Receivables that have been sold in accordance with a non-recourse trade receivable financing agreement are derecognised at the date sold.

The Group acts as an intermediate lessor of property assets and equipment. When the Group is an intermediate lessor, it accounts for its
interests in the head lease and the sub-lease separately.

Cash and cash equivalents
Cash and cash equivalents comprise cash balances, restricted cash and call deposits. Restricted cash relates to cash deposits held by the
Group’s insurance subsidiary with a maximum notice period of 32 days and cannot be freely transferred to the UK without prior approval.

130 Wincanton plc

Annual Report and Accounts 2023

Notes to the consolidated financial statements continued1. Accounting policies continued
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 through other comprehensive income into a separate component of equity. They are released into the income
statement upon disposal.

Lease liabilities
The lease liability is initially measured at the present value of the remaining lease payments over the lease term, discounted using the rate
implicit within the lease or, where this is not available, the Group’s incremental borrowing rate. The lease term comprises the non-cancellable
period of the contract, together with periods covered by an option to extend the lease if the lessee is reasonably certain to exercise that
option; and periods following an option to terminate the lease if the lessee is reasonably certain not to exercise that option based on
operational needs and contractual terms.

Subsequently, the lease liability is measured at amortised cost by increasing the carrying amount to reflect interest on the lease liability and
reducing it by the lease payments over the lease term. The lease liability is remeasured when the Group changes its assessment of whether
it will exercise an extension or termination option.

Lease liabilities are shown separately on the balance sheet in current liabilities and non-current liabilities depending on the length of the
lease term.

Employee benefits
The Group operates both defined contribution and defined benefit pension arrangements. The assets of these arrangements 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. The defined benefit arrangements were
closed to future accrual with effect from 31 March 2014.

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

Defined benefit arrangements
The Group’s net obligation in respect of defined benefit pension arrangements is calculated separately for each plan by estimating the
amount of future benefit that employees have earned in return for their service in 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.

Where the calculation results in an asset to the Group, this is limited to the present value of any future refunds from the Scheme or reductions
in future contributions to the Scheme.

Past service costs arising due to plan amendments or curtailments are recognised in the income statement immediately.

Remeasurement gains and losses that arise 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.

Share based payment transactions
The Group has applied the requirements of IFRS 2 Share based payments to the grants of options made under the Long Term Incentive
Plan (LTIP).

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. The shares purchased are held in a separately administered offshore trust for the benefit of the Plan participants.

Wincanton plc
Annual Report and Accounts 2023

131

Financial statements1. Accounting policies continued
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.

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 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 dilapidations assessment, taking into account historical settlement amounts and other third party evidence. The Group
also applies the expected cost of empty or under-utilised properties on short term leases for which the practical expedient to exclude from IFRS 16
Leases has been applied. Dilapidations are provided for specific individual properties where 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.

Other provisions include those for restructuring, onerous contracts, sundry claims and settlements. A restructuring provision is recognised
only when a constructive obligation exists, with the amount recognised based on the estimated liability.

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, including any impacts arising from climate change. If any such indication exists, the
asset’s recoverable amount is estimated. In addition, goodwill is tested for impairment at least annually. The two exceptions above are dealt
with as per the separate applicable accounting policy.

The Group applies the simplified approach permitted by IFRS 9 Financial Instruments, which requires the application of a lifetime expected
loss provision to trade receivables, contract assets, contract receivables and lease receivables. The provision calculations are based on
historic credit losses for each segment adjusted to reflect current and forecast conditions at the reporting date. This approach is followed
unless there are specific circumstances which would render the receivable irrecoverable and therefore require a specific provision. These
circumstances are specific to each customer and subject to management judgement based upon indicators such as a change in customer
credit rating or a change in payment patterns. A provision is made against trade receivables, contract assets, contract receivables and lease
receivables until such time as the Group believes the amount to be irrecoverable, after which the balance is written off. For amounts owed
by subsidiary undertakings, which are repayable on demand, any expected credit losses are based on the assumption that repayment is
demanded at the balance sheet date and with reference to the subsidiary undertaking’s access to accessible highly liquid assets.

A cash generating unit (CGU) 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. An impairment loss is recognised whenever the carrying amount of an asset or CGU exceeds its
recoverable amount.

Impairment losses are recognised in the income statement. Impairment losses recognised in respect of CGUs are allocated first to reduce the
amount of goodwill allocated to the applicable CGU and then to reduce the carrying amount of the other assets in the unit on a pro rata basis.

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 CGU or group of CGUs
to which the asset belongs, such as the majority of right of use assets.

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
The Group’s contracts with customers are typically for the provision of supply chain management services, being transport and warehousing
services (including transportation, planning, home delivery, eFulfilment, warehouse management, operation of automated facilities and
co-packing). The Group recognises revenue from these contracts as the performance obligations to deliver the products and services under
these contracts are satisfied. This is usually over time as the customer simultaneously receives and consumes the benefits provided and
normally comprises a single performance obligation, being a series of distinct goods or services that are substantially the same and have the
same pattern of transfer to the customer.

Revenue is recognised based on the amount of consideration expected to be received in exchange for satisfying the performance obligations
identified in the contracts with customers.

132 Wincanton plc

Annual Report and Accounts 2023

Notes to the consolidated financial statements continued1. Accounting policies continued
Revenue recognition continued
Open book contracts will typically cover costs incurred plus either a fixed or variable management fee. Where the Group has the right
to invoice the customer at an amount that corresponds directly with performance to date, the practical expedient is applied to recognise
revenue at that amount.

Where the Group does not have the right to invoice the customer in line with performance to date, the input method using costs incurred
is applied to measure progress of performance to date.

On closed book contracts, revenue is typically earned based on a pre-agreed rate card and is typically per unit, delivery or km travelled.
The Group applies the practical expedient to recognise revenue at the amount the Group has the right to invoice the customer in line with
performance to date.

Variable revenue linked to performance measures, such as key performance indicators (KPIs) and gain-share mechanisms, can arise on both open
and closed book contracts. Variable revenue is estimated monthly on a contract by contract basis. Amounts of variable revenue recognised are not
significant and are not deemed materially sensitive. Variable revenue is constrained and only recognised to the extent that it is highly probable that
a significant reversal of the cumulative revenue recognised will not take place. As a result of the constraint, generally, the expected KPI revenue
or penalties are recognised on certain contracts when the performance of those contracts meets or falls short of the targets set, and expected
gain-share revenue is recognised on certain contracts when the impact of any cost saving initiatives has been agreed with the customer.

Payments made to customers that are not for the provision of distinct goods or services, are recognised as a rebate at the latter of: when
revenue is recognised for the related services; or when it is paid or promised to be paid.

The Group does not have any contracts which include a significant financing arrangement and therefore does not adjust its transaction price
for the time value of money.

Where payments are received in advance of revenue being recognised they are included as contract liabilities. Where revenue is recognised
in advance of amounts being invoiced, it is reported as a contract receivable. Where a payment has been made to a customer, which is not
in exchange for goods and services and it is in advance of the goods or services provided to the customer, it is reported as a contract asset.

Contract modifications typically arise by either: an extension to the contract term or an amendment to the rates charged. Where an extension
to the contract provides additional distinct services at a standalone selling price it is treated as a separate contract. Where a modification
relates to a change in rate, although the scope of the contract has not increased, the remaining services provided are distinct from the
services transferred before the modification and therefore these modifications are treated as a termination of the existing contract and
the creation of a new contract.

Contract fulfilment assets include costs of obtaining a contract and costs to fulfil a contract. Costs to obtain a contract are those costs
incurred in obtaining a contract that would not have been incurred if the contract had not been obtained, for example sale bonuses.
Incremental costs of obtaining a contract have not been capitalised where the amortisation period for the asset is one year or less.

Costs to fulfil a contract include the costs of setting up and managing projects and/or to transition the operations covered by the customer
contract to the Group. An asset is recognised where those costs are specific to a contract, generate or enhance resources that will be used to
satisfy the performance obligations of the contract and are expected to be recovered. Where fees are received in connection with such costs
and there is no transfer of goods or services to the customer, these fees are deferred and recognised over the term of the contract. Contract
fulfilment assets are recognised over the term of the contract to which they relate.

Expenses
Government grants
Income from government grants is recognised when there is reasonable assurance that the Group has complied with the conditions attached
to the grant and that the grant will be received. Income received under the Research and Development Expenditure Credit (RDEC) is
recognised as other income.

Lease payments
The Group has elected to apply exemptions for short term leases and leases for which the underlying asset is of low value.

For these leases, payments are charged to the income statement on a straight-line basis over the term of the lease.

Net financing costs
Net financing costs comprise interest payable on borrowings, lease liabilities, and other charges less interest income and the interest on the
net defined benefit pension asset.

Interest payable on borrowings is calculated using the effective interest rate method. The interest expense on lease liabilities is calculated
using the discount rate applied on inception of the lease. Other charges include bank fees, amortisation of bank arrangement fees and
unwinding of discounts.

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

Wincanton plc
Annual Report and Accounts 2023

133

Financial statements1. Accounting policies continued
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 in other comprehensive income or directly in 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 and the initial recognition of assets or liabilities that affect neither accounting nor taxable
profit. 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 Chief Executive Officer (CEO) to allocate capital and
resources and to assess performance. The CEO is a member of the Executive Management Team and the Board, and is the Group’s Chief
Operating Decision-Maker. The Group is structured as a single operating segment with one segment manager who reports to the CEO.

Details of additions to non-current assets, which are all held in the UK, are included in Notes 11, 12 and 14.

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

Alternative performance measures (APMs)
Underlying results are used in the day to day management of the Group. Definitions and a description of the use of these non-GAAP measures
as shown in Note 3 ‘Alternative performance measures (APMs)’.

2. Contract revenue and costs
Contract revenue
Customer contracts comprise single performance obligations, being a series of distinct goods and services satisfied over time as the services
are substantially the same and have the same pattern of transfer to the customer. They are typically for the provision of supply chain
management services, being transport and warehousing services (including transportation, planning, home delivery, eFulfilment, warehouse
management, operation of automated facilities and co-packing), with revenue generally being recognised over time.

Disaggregation of revenue
Customer contracts are disaggregated by business unit. Further detail is given in the table below:

eFulfilment

Grocery and Consumer

General Merchandise

Public and Industrial

2023
£m

254.1

512.5

410.2

285.2

2022
£m

223.2

517.6

396.4

284.2

1,462.0

1,421.4

Revenue from open book contracts totalled £1,073.9m (2022: £1,025.2m) and from closed book contracts £388.1m (2022: £396.2m).

Revenue of £305.6m (2022: £319.5m) and £164.3m (2022: £172.1m) arose from sales to the Group’s two largest single customers, being groups
of companies under common control. No other single customer or group of customers under common control contributed 10% or more to the
Group’s revenue in either the current or prior year.

Revenue includes £1,445.4m (2022: £1,407.3m) in respect of customers based in the UK.

Contract costs
The following table shows the carrying amount of the assets recognised from costs incurred to obtain contracts or fulfil contracts:

Costs to obtain contracts

Costs to fulfil contracts

2023
£m

0.7

2.6

3.3

2022
£m

1.2

3.2

4.4

Costs to obtain contracts relate to sales bonuses paid as a result of obtaining contracts. Costs to fulfil contracts relate to project management
costs and other costs incurred as a result of setting up and managing projects. These costs are amortised on a straight-line basis over the
period of the contracts obtained. In the year ended 31 March 2023, the amortisation charged of costs to obtain contracts was £0.4m (2022:
£0.2m). The amortisation charged of costs to fulfil contracts was £1.1m (2022: £1.1m). An impairment loss of £0.1m (2022: nil) was recorded in
the year in relation to the costs capitalised, see Note 13 ‘Impairment’.

134 Wincanton plc

Annual Report and Accounts 2023

Notes to the consolidated financial statements continued3. Alternative performance measures (APMs)
The alternative performance measures (APMs) or underlying results reported in this Annual Report and Accounts represent statutory
measures adjusted for items which management considers could distort the understanding of performance and comparability year on year.

APMs are used by the Board to assess the Group’s performance and are applied consistently from one period to the next. They therefore
provide additional useful information for shareholders on the underlying performance and position of the Group but should not be viewed
in isolation. Additionally, underlying profit before tax is used in determining Annual Bonus payments and underlying EPS is used as a
key performance indicator for most awards under the LTIP share incentive scheme. These measures are not defined by IFRS and are not
intended to be a substitute for IFRS measures. Wincanton’s underlying measures may not be comparable to similarly titled measures used by
other companies.

The Group presents underlying EBITDA, operating profit, profit before tax and EPS which are calculated as the statutory measures stated
before non-underlying items. These are items which the Directors consider separate disclosure would assist both in a better understanding
of the financial performance achieved and in making projections of future results. A balanced approach to both gains and losses is applied,
to be both consistent and clear in the accounting and disclosure of such items.

The Group identifies items as non-underlying based on the following principles:

– items that are significant in nature. The event or transaction is clearly unrelated to, or only incidentally related to, the trading activities

of the Group or the event or transaction would not reasonably be expected to recur in the foreseeable future; and/or

– items that are significant in size. The event is considered significant in size and therefore distorts the underlying results.

In addition, the Group will always disclose the items below as ‘non-underlying items’ for the following reasons:

– amortisation charges relating to acquired intangible assets. These relate to an acquisition event and are therefore irregular in nature. The

intangible assets identified are primarily customer contracts and relationships which are not recognised other than through an acquisition.
In order for the profitability of the contracts acquired to be treated consistently with those of the existing business, the amortisation
charges are presented as non-underlying;

– profits or losses arising on the disposal of continuing or discontinued operations. These items are by their nature irregular. There are likely

to be gross impacts that are material even if the net impact is not;

– adjustments to amounts previously reported as non-underlying. Where an amount has been initially presented as non-underlying any

adjustment to this amount is also reported as non-underlying; and

– the tax impact of non-underlying items. The tax impact may not be material on an item, however, it is appropriate for the tax treatment

to follow the treatment of the item as non-underlying.

EBITDA refers to earnings (operating profit) before interest, tax, depreciation of property, plant, equipment and vehicles and right-of-use
assets and amortisation of finite-life intangible assets. This measure also excludes the impact of impairment of non-current assets. See Note
28 ‘Financial instruments’ for a reconciliation of underlying operating profit to underlying EBITDA.

Other APMs used are net debt and free cash flow, which relate to liquidity. Net debt is the sum of cash and bank balances, bank loans and
overdrafts and other financial liabilities excluding lease liabilities (see Note 28). Free cash flow is defined as the movement in net debt before
pension payments, dividends and the acquisition of own shares.

A reconciliation between statutory IFRS operating profit and underlying operating profit is given below. Details of underlying EPS can be
found in Note 9 ‘Earnings per share’.

Revenue

Cost of sales

Gross profit

Other income and gains on disposal of assets

Administrative expenses

Operating profit

Non-underlying items

Restructure and impairment of transport related assets

Cloud computing configuration and customisation costs

Acquisition related costs

Amortisation of acquired intangibles

Gain on disposal of businesses

Release of warranty provision

Net profit on disposal of specialist assets

2023

Non-
underlying
£m

–

0.4

(24.3)

(23.9)

Underlying
£m

1,462.0

(1,368.9)

93.1

6.2

(28.5)

70.8

Total
£m

1,462.0

(1,368.9)

Underlying
£m

1,421.4

(1,339.5)

93.1

6.6

(52.8)

46.9

81.9

4.1

(21.3)

64.7

2022

Non-
underlying
£m

–

1.4

(4.7)

(3.3)

2023
£m

(19.5)

(3.2)

(0.5)

(1.1)

0.4

–

Total
£m

1,421.4

(1,339.5)

81.9

5.5

(26.0)

61.4

2022
£m

–

(4.1)

(1.0)

(0.6)

0.9

1.0

0.5

(23.9)

(3.3)

Wincanton plc
Annual Report and Accounts 2023

135

Financial statements3. Alternative performance measures (APMs) continued
a) Restructure and impairment of transport related assets
During the year, the Group has undertaken a strategic restructure of its transport operations recognising a restructuring charge of £19.5m
to the income statement (2022: £nil). The Group is seeking to move to a digitally enabled transport system and this restructure triggered
the Group to reconsider its current cash generating units (CGUs) from an impairment perspective. The Group has recorded an impairment
of £19.1m relating to both right-of-use assets and computer software used primarily around closed book contracts. The restructuring charge
also includes £0.4m of redundancy related costs as the Group seeks to exit closed book contracts.

b) Cloud computing configuration and customisation costs
The Group is undertaking a major systems implementation for new cloud computing software, resulting in costs of £3.2m (2022: £4.1m) being
recognised as an expense. The project is ongoing with further implementation of modules and an associated restructuring expected in the
year ended 31 March 2024, with an associated cost expected of £4m.

Due to the size and nature of these costs they are presented as a non-underlying item as they are not reflective of underlying performance.

c) Acquisition related costs
A balance related to estimated costs of M&A activities has been recognised in non-underlying in the financial year.

In the prior year, as part of the acquisition of Cygnia, the Group incurred acquisition-related costs, professional fees and integration costs
of £1.0m which have been recognised as an expense as required by IFRS 3 Business Combinations.

d) Amortisation of acquired intangibles
As part of the acquisition of Cygnia the Group has recorded finite-life intangible assets identified as part of the purchase price allocation
accounting in line with IFRS 3 Business combinations (see Note 25 ‘Business combinations’). The amortisation of these finite-life intangibles
is presented in non-underlying with a total expense in the period of £1.1m (2022: £0.6m).

e) Gain on disposal of businesses
In the year ended 31 March 2023, £0.4m (2022: £0.9m) of contingent consideration was recognised related to the Group’s disposal of its
Containers business in October 2020, which has been recognised as non-underlying consistent with the presentation of the profit on disposal
recognised in the prior year. The contract terms allow for further sums to be received until January 2024.

f) Release of warranty provision
In the prior year the Group released the value of a potential claim under a historical warranty provision, dating back to 2015, as any outflow
of economic benefits was considered to be remote. As the original provision was recognised as a non-underlying item, the write-back was
recognised in a consistent manner.

g) Net profit on disposal of specialist assets
Profits and losses arising on the disposal of significant assets are considered non-underlying as these transactions are only incidentally related
to the trading activities of the Group. During the current and prior year the Group disposed of a number of specialist vehicles that were not
required for ongoing operations. In the prior year a profit on disposal of £0.5m was recognised.

4. Operating profit

The following items have been charged/(credited) in arriving at operating profit:

Auditor’s remuneration:

Audit fees for statutory audit services:

– parent Company

– subsidiary undertakings

Non-audit fees:

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

Amortisation: acquired intangibles

Amortisation: software intangibles

Depreciation: property, plant, equipment and vehicles

Impairment charges: software intangibles

Impairment charges: right-of-use assets

Depreciation: right-of-use assets

Short term leases:

– plant and equipment

– land and buildings

Government grants and other support

136 Wincanton plc

Annual Report and Accounts 2023

Note

2023
£m

2022
£m

0.2

0.6

0.1

1.1

1.6

8.4

4.0

15.1

41.1

23.4

2.0

(0.2)

0.2

0.5

0.1

0.6

1.0

7.6

–

0.4

34.6

29.2

1.8

(0.5)

11, 13

13, 14

Notes to the consolidated financial statements continued5. Government grants and other support
During the year, the Group has recognised a credit of £0.2m (2022: £0.5m), net of fees, in other income in respect of RDEC claims for the
years ended 31 March 2022. The Group has submitted a claim under the Research and Development Expenditure Credit (RDEC) scheme
for expenditure incurred in the year ended 31 March 2022 on qualifying research and development. The credit due to the Group is equal to
13.0% of qualifying expenditure (2022: 13.0%) and is given as a taxable credit payable as cash or as an offset against corporation tax liabilities.

6. Personnel expenses, including Directors

Wages and salaries

Share based payments (including IFRS 2 fair value charges)

Social security contributions

Contributions to defined contribution pension arrangements

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

Warehouse

Transport

Administration

Total

Directors’ emoluments

Salaries

Bonus

Other benefits

Pension-related benefits

Non-executive Directors’ fees

Total emoluments

Note

2023
£m

640.2

0.7

70.5

38.6

2022
£m

607.1

0.5

63.1

36.7

750.0

707.4

2023

2022

10,773

10,802

6,012

3,220

6,024

3,326

20,005

20,152

2023
£’000

722.2

251.5

21.6

29.4

483.3

2022
£’000

768

286

468

1,508.0

1,654

The aggregate of the amount of gains made by James Wroath and Tom Hinton on exercise of share options during the year was £nil.
(2022: £169,700). The element of the share based payment expense attributable to the two Directors was £0.3m (2022: £0.4m). Contributions
were made for two Directors of the Company to the defined contribution pension scheme. Full details of each individual Director’s
emoluments, bonuses, share options and pension entitlements are given in the Directors’ remuneration report on pages 90 to 110.

7. Net financing costs

Interest income

Interest on the net defined benefit pension asset

Interest expense

Interest on lease liabilities

Unwinding of discount on provisions

Net financing costs

Note

2023
£m

0.2

3.4

3.6

(5.5)

(6.2)

(0.6)

(12.3)

(8.7)

2022
£m

–

1.1

(2.1)

(5.2)

(0.4)

(7.7)

(6.6)

Wincanton plc
Annual Report and Accounts 2023

137

Financial statements8. Income tax expense
Recognised in the income statement

Current tax expense/(income)

Current year

Adjustments for prior years

Deferred tax expense/(income)

Current year

Adjustments for prior years

Total income tax expense

Reconciliation of total income tax expense

Profit before tax

Income tax using the UK corporation tax rate of 19% (2022: 19%)

Non-deductible expenditure

Recognition of tax losses

Non-taxable income included in non-underlying items

Tax incentives – super capital allowances

Change in UK corporation tax rate

Adjustments for prior years:

– current tax

– deferred tax

Total tax expense for the year

Recognised in other comprehensive income

Items which will not subsequently be reclassified to the income statement:

Remeasurements of defined benefit pension liability

Impact of change in UK corporation tax rate

Current tax on contributions on defined benefit pension schemes

Total recognised in other comprehensive income

Recognised directly in equity

Current tax on share based payment transactions

Deferred tax on share based payment transactions

Total recognised directly in equity

2023
£m

4.8

–

4.8

0.4

(0.2)

0.2

5.0

2023
£m

38.2

7.3

0.1

(0.4)

0.1

(1.9)

–

(0.2)

5.0

2023
£m

(2.0)

1.4

(3.6)

(4.2)

2023
£m

(0.1)

0.4

0.3

2022
£m

3.6

4.5

8.1

3.7

(4.9)

(1.2)

6.9

2022
£m

54.8

10.4

0.1

–

(1.4)

(1.8)

4.5

(4.9)

6.9

2022
£m

11.8

2.9

–

14.7

2022
£m

(0.3)

(0.1)

(0.4)

The main UK corporation tax rate remained at 19% (2022: 19%). The Finance Bill 2021 increases the corporation tax rate to 25% as from 1 April
2023. This Bill was substantively enacted on 24 May 2021 and therefore has been incorporated into the deferred tax balance at 31 March 2023.

The Group maintains an immaterial provision against tax risks, which is included within income tax payable.

The total tax expense above includes a tax credit on non-underlying items of £4.7m (2022: £0.6m).

138 Wincanton plc

Annual Report and Accounts 2023

Notes to the consolidated financial statements continued9. Earnings per share
The basic earnings per share of 26.9p (2022: 38.6p) is calculated based on the profit attributable to the equity shareholders of Wincanton
plc of £33.2m (2022: £47.9m) and the weighted average shares in issue excluding those held within an Employee Benefit Trust throughout
the year as calculated below of 123.2m (2022: 124.1m). The diluted earnings per share calculation is based on there being 0.3m (2022: 1.4m)
additional shares deemed to be issued at £nil consideration under the Company’s share option schemes.

Weighted average number of Ordinary Shares (basic)

Issued Ordinary Shares at the beginning of the year1

Net effect of shares issued and purchased during the year

Weighted average number of Ordinary Shares (diluted)

Weighted average number of Ordinary Shares for the year (as above)

Effect of share options in issue

2023
millions

2022
millions

123.9

(0.7)

123.2

0.3

123.5

124.1

–

124.1

1.4

125.5

1 The number of shares excludes 1.6m Ordinary Shares (2022: 0.7m), being the weighted average number of the Company’s own shares held within an Employee

Benefit Trust.

An alternative earnings per share measure is set out below, being earnings before non-underlying items, including exceptional items,
amortisation of acquired intangibles and related tax where applicable, 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 for the year attributable to equity shareholders of Wincanton plc

Non-underlying items

Tax impact of non-underlying items

Underlying earnings

10. Dividends
Dividends paid in the year comprise:

Final dividend for the year ended 31 March 2022 of 8.0p per share (2021: 7.5p)

Interim dividend for the year ended 31 March 2023 of 4.4p per share (2022: 4.0p)

Total dividends paid

Note

2023
pence

42.5

42.4

2023
£m

33.2

23.9

(4.7)

52.4

2023
£m

9.9

5.4

15.3

2022
pence

40.8

40.3

2022
£m

47.9

3.3

(0.6)

50.6

2022
£m

9.4

4.9

14.3

The Directors are proposing a final dividend of 8.8p per share for the year ended 31 March 2023 (2022: 8.0p) which, if approved by
shareholders, will be paid on 11 August 2023 to shareholders on the register on 14 July 2023, an estimated total of £10.9m. The proposed final
dividend is subject to approval by shareholders at the Annual General Meeting on 12 July 2023 and in accordance with accounting standards
has not been included as a liability in these financial statements.

The Employee Benefit Trust has waived the right to receive dividends in respect of the shares it holds; see Note 24 ‘Capital and reserves’ for
further detail.

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139

Financial statements11. Goodwill and intangible assets

Cost

At 1 April 2021

Additions

Acquired on business combination

Disposals

At 31 March 2022

At 1 April 2022

Effect of movements in foreign exchange

Additions

Disposals

At 31 March 2023

Amortisation and impairment losses

At 1 April 2021

Charge for year

Disposals

At 31 March 2022

At 1 April 2022

Charge for year

Impairment

Disposals

At 31 March 2023

Carrying value

At 31 March 2021

At 31 March 2022

At 31 March 2023

Note

Goodwill
£m

Acquired
intangibles
£m

Computer
software
costs
£m

Total
£m

179.0

0.5

27.2

46.7

0.5

0.4

(37.2)

10.4

–

1.8

(0.9)

169.5

0.1

1.8

(0.9)

79.9

–

20.0

–

99.9

0.1

–

52.4

–

6.8

–

59.2

–

100.0

59.2

11.3

170.5

(2.5)

–

(2.5)

–

(52.4)

(0.6)

–

(53.0)

(1.1)

–

(2.5)

(54.1)

77.4

97.4

97.5

–

6.2

5.1

(39.5)

(1.0)

37.2

(3.3)

(1.6)

(4.0)

0.4

(8.5)

7.2

7.1

(94.4)

(1.6)

37.2

(58.8)

(2.7)

(4.0)

0.4

(65.1)

84.6

110.7

2.8

105.4

Assets under construction of £1.3m (2022: £0.6m) are included within computer software costs.

The total amortisation charge of £2.7m (2022: £1.6m) is recognised in the income statement within net operating costs.

Details of the impairment testing carried out are included in Note 13 ‘Impairment’.

140 Wincanton plc

Annual Report and Accounts 2023

Notes to the consolidated financial statements continued12. Property, plant, equipment and vehicles

Note

Property
£m

Plant,
equipment
and vehicles
£m

Cost

At 1 April 2021

Additions

Acquired on business combination

Disposals

At 31 March 2022

At 1 April 2022

Additions

Disposals

At 31 March 2023

Depreciation and impairment losses

At 1 April 2021

Charge for year

Disposals

At 31 March 2022

At 1 April 2022

Charge for year

Disposals

At 31 March 2023

Carrying amount

At 31 March 2021

At 31 March 2022

At 31 March 2023

Within plant, equipment and vehicles £5.0m (2022: £2.8m) relates to assets under construction.

The carrying amount of property comprises:

Freehold

Leasehold improvements

Total
£m

115.1

10.7

3.7

(5.8)

123.7

14.7

(12.6)

19.1

0.9

0.2

–

20.2

0.8

–

96.0

9.8

3.5

(5.8)

103.5

13.9

(12.6)

21.0

104.8

125.8

(13.4)

(1.4)

–

(14.8)

(1.6)

–

(80.7)

(6.2)

3.9

(83.0)

(6.8)

9.2

(94.1)

(7.6)

3.9

(97.8)

(8.4)

9.2

(16.4)

(80.6)

(97.0)

5.7

5.4

4.6

15.3

20.5

21.0

25.9

24.2

28.8

2023
£m

0.9

3.7

4.6

2022
£m

1.2

4.2

5.4

Capital commitments for the Group at the end of the financial year for which no provision has been made are £1.0m (2022: £1.0m).

Wincanton plc
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141

Financial statements13. Impairment
Impairment tests for goodwill
The carrying value for goodwill is tested for impairment on an annual basis or more frequently if there are indicators that it may be impaired.

Goodwill is allocated to the single operating segment, the Group as a whole, being a CGU.

The recoverable amount of the 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. The potential
impact of climate change was also considered as this has been identified as a principal risk for the Group in respect of the cash flow forecasts
used in the impairment assessments of non-current assets including goodwill. However, there has been no material impact identified on the
impairment judgements and estimates. Cash flows beyond those 12 month and further 24 month periods are extrapolated to perpetuity
using the estimated long term growth rates stated below, which do not exceed the long term average growth in the specific geographical
area where the CGU operates.

Key assumptions used for value in use calculations:

Estimated long term growth rate

Discount rate

2023
%

1.2

10.6

2022
%

1.3

10.8

Management determined the growth rates based on expectations for market development and these are consistent with external forecasts
and historical trends. Management estimates discount rates using pre-tax rates that reflect the market assessment as at the balance sheet
date of the time value of money. The pre-tax discount rate is derived from the Group’s post-tax weighted average cost of capital. Risk free
rates are based on government bond rates and equity risk premia are based on forecasts by recognised bodies.

The methodology for determining the pre-tax discount rates is consistent with the prior year.

The estimated recoverable amount exceeds the carrying amount by approximately £568.0m (2022: £741.6m). The Group has conducted
sensitivity analysis on the impairment testing. Management believes no reasonably possible change in the key assumptions would result
in an impairment.

Impairment tests for assets with finite lives
The Group reviews the carrying amount of non-current assets with finite useful lives when events and circumstances indicate that an asset
or group of assets may be impaired. Impairment tests are performed by comparing the carrying amount of assets held in a CGU with its
recoverable amount. Management considers contracts with the same customer to be a CGU, except where resources are shared in which case
they are combined into one CGU. Recoverable amount is the higher of the fair value less costs of disposal and the value in use. An impairment
loss is recognised whenever the carrying amount of a CGU exceeds its recoverable amount.

Previously, each transport contract has been included within the contracts allocated to customers for impairment testing. However, given
the strategic review of the Group’s transport operations and the shift in focus to a digitally enabled transport system, all contracts utilising
centralised technology have been allocated to a singular CGU (Transport CGU). This CGU has been impaired in the current year, see below.

Recoverable amounts have been determined as value in use, using estimated future cash flows over the remaining contract term discounted
to their present value using a pre-tax discount rate of 10.6% (2022: 10.8%).

Estimates for value in use calculations include discount rates, long term growth rates and expected future cash flows. These are based on past
experience and expectations of future changes in the market. Cash flow projections are based on the Group’s budget, the results of which are
reviewed by the Board. The projections are extrapolated to five years based on management’s expectations and, where relevant, beyond five
years using estimated long term growth rates.

The results of the impairment review carried out at 31 March 2023 indicate the carrying amount of assets exceeded the recoverable value for
CGUs within our transport operations. The impairment is driven by the strategic exit of closed-book contracts where the lease term extends
beyond the expected contract end.

As a result of the above review an impairment charge of £19.1m has been recognised in the year relating to these CGUs within non-underlying.

From the CGU impairment reviews performed in the prior year, the only impairment of assets required related to specialist leased assets used
for a contract that was terminated prematurely. The residual right-of-use asset was impaired by £0.4m to its value in use amount and the
impairment charge was included in net operating costs. There were no further impairments required in the year ended 31 March 2022.

The split of the impairment charges between underlying and non-underlying and the allocation to assets is shown in the table below:

Plant and equipment

Right-of-use assets - Non-property

Intangible assets - Computer software

Contract assets

Total impairment charges

142 Wincanton plc

Annual Report and Accounts 2023

2023

2022

Underlying
£m

Non-
underlying
£m

Underlying
£m

Non-
underlying
£m

–

0.1

–

15.1

4.0

–

19.1

–

0.4

–

0.4

–

Notes to the consolidated financial statements continued14. Right-of-use assets

At 1 April 2021

Additions

Acquired on business combination

Depreciation

Impairment of assets

Disposals

Carrying amount at 31 March 2022

At 1 April 2022

Additions

Depreciation

Impairment of assets

Disposals

Note

Property
£m

Non-
property
(Restated) 1
£m

Total
(Restated) 1
£m

79.1

47.4

30.3

(16.7)

–

140.1

22.6

(20.4)

–

50.2

26.8

0.8

(17.9)

(0.4)

(7.0)

52.5

25.6

(20.7)

(15.1)

(8.4)

129.3

74.2

31.1

(34.6)

(0.4)

(7.0)

192.6

48.2

(41.1)

(15.1)

(8.4)

Carrying amount at 31 March 2023

142.3

33.9

176.2

1 Certain comparatives have been restated due to prior year adjustment as explained in Note 1 ‘Accounting policies’.

An analysis of the related lease liabilities is set out in Note 20 ‘Lease liabilities’ and Note 28 ‘Financial instruments’.

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

Intangible assets

Equity compensation benefits

Pension provisions

Tax losses carried forward

IFRS 16 transitional adjustment

Other assets

Assets

Liabilities

Net

2023
£m

–

–
0.8

–

13.4

3.0

0.2

17.4

2022
£m

–

1.1

–

9.2

3.1

0.2

2023
£m

(4.4)

(1.3)

–

2022
£m

(0.4)

(1.5)

–

(28.6)

–

2023
£m

(4.4)

(1.3)

0.8

(28.6)

13.4

3.0

0.2

2022
£m

(0.4)

(1.5)

1.1

(28.6)

9.2

3.1

0.2

13.6

(34.3)

(30.5)

(16.9)

Movement in deferred tax assets and liabilities during the current year

Property, plant and equipment

Intangible assets

Equity compensation benefits

Pension provisions

Tax losses carried forward

IFRS 16 transitional adjustment

Other assets

At 1 April
2022
£m

Recognised
in income
£m

Other
movements
£m

At 31 March
2023
£m

(0.4)

(1.5)

1.1

(28.6)

9.2

3.1

0.2

(16.9)

(4.0)

0.2

0.1

(0.6)

4.2

(0.1)

–

(0.2)

–

(0.4)

0.6

–

(4.4)

(1.3)

0.8

(28.6)

13.4

3.0

0.2

(16.9)

The deferred tax liability at 31 March 2023 has been calculated at 25% (2022: 25%). The Finance Bill 2021 increases the corporation tax rate
to 25% as from 1 April 2023. This Bill was substantively enacted on 24 May 2021 and therefore has been incorporated into the deferred tax
balance at 31 March 2023.

It is management’s expectation that the appropriate deferred tax rate for the pension surplus is 25% rather than 35% as it is expected the
surplus will be reduced over time.

Wincanton plc
Annual Report and Accounts 2023

143

Financial statements

Notes to the consolidated financial statements continued

15. Deferred tax assets and liabilities continued
Movement in deferred tax assets and liabilities during the current year continued
Deferred tax assets have not been recognised in respect of the following items, due to the uncertainty of their utilisation:

Irish property losses carried forward

UK tax losses carried forward

16. Inventories

Raw materials and consumables

2023

2022

Gross
amount
£m

Unrecognised
deferred tax
asset
£m

Gross
amount
£m

Unrecognised
deferred tax
asset
£m

0.7

3.7

4.4

0.2

0.9

1.1

2.2

3.3

5.5

2023
£m

1.8

0.3

0.8

1.1

2022
£m

2.6

Raw materials and consumables with a value of £nil (2022: £nil) were written down in the year (see Note 13 ‘Impairment’).

In the year ended 31 March 2023, inventories of £29.1m (2022: £40.5m) were recognised in the income statement within net operating costs.

17. Trade and other receivables

Trade receivables

Contract receivables

Contract assets

Contract fulfilment assets

Prepayments

Lease receivables

Note

2023
£m

83.5

39.1

1.0

3.3

43.7

–

2022
£m

105.7

41.4

1.3

4.4

53.6

1.0

170.6

207.4

Customers are normally invoiced on a monthly basis with payment terms of 30 to 60 days.

Trade receivables, contract receivables, contract assets and lease receivables are shown net of allowance for impairment of £4.1m
(2022: £2.5m). All receivables are due within one year, except for contract assets of £0.5m (2022: £0.7m) in respect of amounts recoverable
from customers and contract fulfilment assets of £1.9m (2022: £3.0m).

The contract receivables relate to the Group’s rights to consideration for work completed but not billed at the reporting date. They are
transferred to trade receivables when the amounts are invoiced. All movements in contract receivables relate to normal trading.

Contract assets relate to transition payments made to customers and are recognised in revenue as the related performance obligations
are satisfied.

Contract fulfilment assets are outlined in Note 2 ‘Contract revenue and costs’.

The Group has a non-recourse trade receivable financing arrangement in place at the year end. As these receivables have been sold
without recourse they have been derecognised in the table above.

144 Wincanton plc

Annual Report and Accounts 2023

17. Trade and other receivables continued
Movement in the allowance for impairment loss

At 1 April

Impairment losses recognised on receivables

Amounts written off as unrecoverable

Impairment losses reversed

At 31 March

Ageing of trade receivables and contract receivables at the balance sheet date

Contract receivables

Current

1 month overdue

2 months overdue

3+ months overdue

Gross trade receivables and contract receivables

Allowance for impairment

Trade receivables and contract receivables, net of allowance

2023
£m

2.5

2.4

(0.2)

(0.6)

4.1

2023
Gross
£m

39.1

77.3

4.7

1.2

4.4

126.7

(4.1)

122.6

2022
£m

0.8

2.2

(0.2)

(0.3)

2.5

2022
Gross
£m

41.4

94.3

13.2

(0.3)

1.0

149.6

(2.5)

147.1

There were no material individual impairments of trade receivables or contract receivables.

Sensitivity analysis
Trade receivables and contract receivables are assessed for impairment using a calculated credit loss assumption. A 10% increase in the
assumed credit risk factor would increase the impairment by £0.1m (2022: £0.1m).

18. Cash and cash equivalents

Cash at bank and in hand

2023
£m

13.2

2022
£m

28.7

£2.8m (2022: £2.8m) of restricted cash, being deposits held by the Group’s insurance subsidiary, is included in cash at bank and in hand above.
Details of the Group’s treasury policies are set out in Note 28 ‘Financial instruments’.

19. Borrowings

Bank loans

2023
£m

–

2022
£m

25.0

Bank loans comprise the Group’s revolving credit facility (RCF) which was renegotiated during the year and matures in March 2027. Details of
the contractual maturity is set out in the Liquidity risk section of Note 28 ‘Financial instruments’.

Wincanton plc
Annual Report and Accounts 2023

145

Financial statements20. Lease liabilities
The Group leases warehousing facilities, commercial vehicles and other logistics equipment for use in its operations. The amounts charged to
the income statement is shown in Note 4 ‘Operating profit’.

Current

Lease liabilities

Non-current

Lease liabilities

2023
£m

2022
(Restated) 1
£m

37.5

27.3

168.9

206.4

179.4

206.7

1 Certain comparatives have been restated due to prior year adjustment as explained in Note 1 ‘Accounting policies’.

£43.8m (2022: £21.8m) is the potential future lease liability relating to periods following the expiry date of termination options that are not
included in the lease term.

Details of the maturity analysis of discounted lease liabilities recognised on the Group balance sheet are in the liquidity risk section of Note 28
‘Financial instruments’.

The amounts charged to the income statement due to applied IFRS 16 Leases practical expedients are shown below:

Expense relating to short term leases

21. Trade and other payables

Trade payables

Other taxes and social security

Other payables

Contract liabilities

Accruals

2023

2022

Property
£m

Plant and
equipment
£m

Property
£m

Plant and
equipment
£m

2.0

23.4

1.8

29.2

2023
£m

55.9

48.1

20.5

45.7

119.4

289.6

2022
£m

35.3

52.3

20.0

69.3

146.7

323.6

The contract liabilities primarily relate to the consideration invoiced to customers in advance of the work being completed. Of the total
balance at the beginning of the period, £69.3m (2022: £65.4m) has been recognised as revenue during the year. All movements in the balance
relate to normal trading.

146 Wincanton plc

Annual Report and Accounts 2023

Notes to the consolidated financial statements continued22. Provisions

At 1 April 2021

Created

Acquired with business combinations

Utilised

Released

Unwinding of discount

At 31 March 2022

At 1 April 2022

Created

Utilised

Released

Unwinding of discount

At 31 March 2023

Current

Non-current

Note

Insurance
£m

Property
£m

Other
provisions
£m

24.6

9.8

–

(5.4)

(5.1)

0.2

24.1

9.4

(6.2)

(5.1)

0.4

22.6

5.1

17.5

22.6

9.4

3.2

4.2

(2.0)

(0.2)

0.2

14.8

0.7

(0.3)

(0.7)

0.2

14.7

1.5

13.2

14.7

5.0

2.2

0.6

(0.3)

(3.1)

–

4.4

2.5

(0.3)

(0.6)

–

6.0

4.7

1.3

6.0

Total
£m

39.0

15.2

4.8

(7.7)

(8.4)

0.4

43.3

12.6

(6.8)

(6.4)

0.6

43.3

11.3

32.0

43.3

The Group owns 100% of the share capital of an insurance company which insures certain 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.
Provisions are released when the obligation no longer exists or there is a reduction in management’s estimate of the liability. 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 Group’s
assessment of a risk free rate.

The property provisions are determined on a site by site basis and comprise primarily provisions for dilapidations. Dilapidation provisions
comprise dilapidation estimates made in the normal course of business. Provisions are released when the obligation no longer exists or there
is a reduction in the estimate. The dilapidation provisions are expected to be utilised at the end of the lease term. Estimated costs have been
discounted at a rate based on the Group’s assessment of a risk free rate, with any estimated income being discounted at a rate reflecting an
appropriate level of risk.

Other provisions include the estimated costs of the warranties and indemnities provided on disposal of businesses, together with provision
for sundry claims and settlements where the outcome is uncertain.

23. Contingent liability
From time to time, the Group is notified of legal claims in respect of work carried out and the potential exposure can be material. Where
management believes the Group is in a strong position to defend these claims and the likelihood of outflow of economic benefit is not
probable, no provision is made.

In the prior year, the Group received notification of a potential claim from a former customer. At this time, the Group considers that it is not
probable that any claim will result in an outflow of economic benefit. The Group is actively seeking further information to substantiate the
allegations made. Given the early stage of the legal and commercial process, it is not practicable to make an estimate of the potential financial
impact. In parallel, the Group continues to work with its insurance providers to confirm coverage if required.

24. Capital and reserves
Share capital

Allotted, called up and fully paid

124,543,670 (2022: 124,543,670 ) Ordinary Shares of 10p each

2023
£m

12.5

2022
£m

12.5

The number of shares detailed above differs from those in Note 9 ‘Earnings per share’ as a result of the inclusion, in the above total, of the
shares held within an Employee Benefit Trust (EBT) and also the effect of weighting for the purpose of the earnings per share calculations.

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 each person 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, all rights are suspended until these shares are reissued.

Wincanton plc
Annual Report and Accounts 2023

147

Financial statements24. Capital and reserves continued
Capital redemption reserve
During the year ended 31 March 2003, 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 available under UK GAAP at that time.

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 any translation of liabilities that hedge the Company’s net investment in foreign subsidiaries.

Own shares
The own shares reserve comprises the cost of the Company’s shares held by the EBT established in Jersey and managed on its behalf by
independent trustees. At 31 March 2023, the number of the Company’s shares held by the EBT had increased to 1,554,873 (2022: 665,812).
This represents 1.2% of called-up share capital at the end of the year (2022: 0.5%). The EBT has waived the right to receive dividends in respect
of the shares it holds. The average cost of the shares held is 361p each (2022: 324p) and, at 31 March 2023, the market value of the shares held
was £3.4m (2022: £2.6m).

One million shares were purchased by the EBT during the year, which cost £3.7m in aggregation. All of the shares in the EBT are held in respect
of the Group’s various equity compensation schemes as described in Note 29. At 31 March 2023 there were 189,626 (2022: 189,981) shares
held in respect of vested options.

25. Business combinations
The Group completed no business acquisitions in the year ended 31 March 2023.

On 10 September 2021, the Group acquired 100% of the equity shares in Caledonia Bidco Limited and its subsidiaries which include Cygnia
Logistics Limited (Cygnia). Cygnia is a specialist mid-market eCommerce and multichannel eFulfilment provider with expertise spanning the
full breadth of its customers’ requirements, including high volume order fulfilment, returns and carrier management services. The acquisition
is in line with the Group’s strategic focus on eCommerce and provides access to exciting new growth opportunities in the mid-market sector.

The acquisition has been accounted for as a business combination using the acquisition method of accounting in accordance with IFRS 3
Business Combinations and consequently the Cygnia assets acquired, and liabilities assumed, have been recorded by the Group at fair value,
with an excess purchase price over the fair value of the identifiable assets and liabilities being recognised as goodwill.

The fair values assigned to the Cygnia business combination at the acquisition date were:

Tangible assets

Right-of-use assets

Intangible assets

Inventories

Trade and other receivables

Cash and cash equivalents

Trade and other payables

Deferred tax liability

Financial liabilities – interest bearing borrowings

Provisions

Lease liabilities

Fair value of net liabilities acquired

Purchase consideration:

Cash paid

Amounts eligible for repayment upon settlement of acquired liabilities

Total purchase consideration

Excess of purchase consideration over net liabilities acquired

There were no adjustments made to the acquired fair value of net liabilities acquired in the reporting period.

Note

Fair value
£m

3.7

31.1

7.2

0.1

7.1

2.4

(4.2)

(1.9)

(14.0)

(5.6)

(30.2)

(4.3)

16.0

(0.3)

15.7

20.0

148 Wincanton plc

Annual Report and Accounts 2023

Notes to the consolidated financial statements continued26. Employee benefits

Defined benefit surplus

Defined benefit deficit

Net defined benefit asset

2023
£m

116.6

(1.9)

114.7

2022
£m

117.0

(2.5)

114.5

Pension schemes
Employees of Wincanton participated in funded pension arrangements in the UK and Ireland during the year ended 31 March 2023, details of
which are given below.

The principal Wincanton scheme in the UK (the Scheme) is a funded arrangement which has two 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 defined contribution scheme. Assets of these pension arrangements
are held in separate Trustee administered funds independent of Wincanton. The weighted average duration of the funded defined benefit
obligation is approximately 13 years.

In previous years, 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. There have been
no active members of this arrangement throughout current or comparative years.

The defined benefit sections of the Scheme were closed to future accrual on 31 March 2014. This means that no future service benefit will
accrue but pensions built up to the date of closure have been preserved.

Triennial valuation
The latest formal valuation of the Scheme was carried out as at 31 March 2020 by the Scheme actuary, Hymans Robertson, and was agreed
with the Trustee in September 2020 (the 2020 arrangement). The annual deficit funding contributions were agreed at £18.9m per annum
from 1 April 2020 increasing in line with the Retail Prices Index over the four years to March 2024, followed by £25.0m per annum from April
2024 increasing annually in line with the Retail Prices Index to March 2027. Since the last triennial valuation as at 31 March 2020, additional
protection has been provided to the Scheme in the form of a letter of credit of £3.0m increasing by £3.0m each year. At 31 March 2023 the
letter of credit provided totals £12m (2022: £9.0m). A formal valuation of the Scheme is to be carried out as at 31 March 2023 and an annual
deficit funding contribution plan is to be agreed with a statutory deadline of June 2024. The agreement from September 2020 will continue
until a new agreement is in place.

The agreement is also subject to other provisions agreed with the Trustee, being:

– additional contributions become payable if distributions to shareholders (dividends and share buybacks) grow year on year in excess of 10%.
The matching will only be in relation to the distribution amounts above the threshold and are calculated at 50% of the excess or 100% of
any distribution growth above 15%;

– additional contribution payments become payable in the event of severe adverse Scheme investment performance where the actual deficit

in the Scheme exceeds an agreed threshold above the expected deficit at the end of two consecutive six month reporting periods; and

– a one-off payment to the Scheme of £6.0m in any year if both the underlying profit after tax is lower than the level of profit after tax

reported in the 2017/18 financial year and the dividend payout ratio increases to over 40% of profit after tax.

As with the previous agreement, it has been agreed that certain administration expenses would be paid directly by the Group and deducted
from the deficit funding contributions. The expenses, which amount to £0.6m (2022: £0.7m), are not included in the contributions below.

IFRIC 14
The Group is not required to recognise any additional liabilities in relation to funding plans, or limit the recognition of any surpluses, as any
future economic benefits will be available to the Group by way of future refunds.

Wincanton plc
Annual Report and Accounts 2023

149

Financial statements26. Employee benefits continued
Contributions
The deficit funding contribution in the year, net of the above expenses, was £20.1m (2022: £18.5m). In addition, other administration costs of
the Scheme were borne directly by the Group and a contribution made towards administration costs incurred, totalling £0.9m (2022: £0.9m).

In the financial year commencing 1 April 2023, under the 2020 arrangement the Group is expecting to make deficit funding contributions
of £22.7m, being the annual deficit contribution of £23.6m less certain administration expenses mentioned above. In addition, other
administration costs of the Scheme will be borne directly by the Group; these are expected to total £1.1m.

Risks
The defined benefit sections of the Scheme expose the Group to various risks: longevity risk (members living longer than expected), inflation
and interest rate risk (higher or lower than expected), and market (investment) risk (lower returns than expected). The Trustee and Group
have taken steps to mitigate these risks through the use of:

– hedging instruments within the investment portfolio; and

– diversification of the investment portfolio.

The Group is not exposed to any unusual, entity specific or Scheme specific risks.

Net defined benefit asset
The assets and liabilities of the defined benefit sections of the Group are calculated in accordance with IAS 19 Employee Benefits (Revised)
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
is derived from cash flow projections over long periods and is thus inherently uncertain.

Present value of unfunded defined benefit obligations

Present value of funded defined benefit obligations

Fair value of Scheme assets

Net defined benefit asset

2023
£m

(1.9)

2022
£m

(2.5)

(774.5)

(1,091.3)

891.1

114.7

1,208.3

114.5

The reduction in obligations in the year is driven by the increase in the discount rate which has been impacted by external market factors.
The discount rate has been consistently calculated using high yield corporate bond rates. The asset has moved in line with the asset balance
given the balance being hedged to the liability.

The net defined benefit asset, after taking into account the related deferred tax liability, is £86.0m (2022: £85.9m). Deferred tax is recognised
at 25% (2022: 25%) as the Group expects the surplus to reduce over time, rather than obtained as a refund of the surplus on winding up.

Movements in the present value of the net defined benefit asset/(liability)

31 March 2023

Opening position

Included in income statement:

Administration costs

Interest on the net defined benefit asset

Cash:

Employer contributions

Benefits paid

Included in other comprehensive income:

Changes in financial assumptions

Changes in demographic assumptions

Experience adjustments

Note

Assets
£m

Obligations
£m

Net
asset
£m

Unfunded
arrangements
£m

1,208.3

(1,091.3)

117.0

(2.5)

(1.4)

32.4

20.6

(39.4)

–

(28.9)

–

39.4

324.2

14.1

(32.0)

–

(1.4)

3.5

20.6

–

324.2

14.1

(32.0)

(329.4)

–

(0.1)

–

0.7

–

Total net
asset
£m

114.5

(1.4)

3.4

20.6

–

324.9

14.1

(32.0)

(329.4)

Return on assets excluding amounts included in net financing costs

(329.4)

Closing defined benefit asset

891.1

(774.5)

116.6

(1.9)

114.7

150 Wincanton plc

Annual Report and Accounts 2023

Notes to the consolidated financial statements continued26. Employee benefits continued
Movements in the present value of the net defined benefit asset/(liability) continued

31 March 2022

Opening position

Included in income statement:

Administration costs

Interest on the net defined benefit asset

Cash:

Employer contributions

Benefits paid

Included in other comprehensive income:

Changes in financial assumptions

Changes in demographic assumptions

Experience adjustments

Note

Assets
£m

Obligations
£m

1,211.9

(1,161.1)

(1.7)

24.1

19.3

(34.6)

–

(23.0)

–

34.6

79.0

2.8

(23.6)

–

Net
asset
£m

50.8

(1.7)

1.1

19.3

–

79.0

2.8

(23.6)

(10.7)

Unfunded
arrangements
£m

(2.6)

Total net
asset
£m

48.2

–

0.1

–

(1.7)

1.1

19.3

–

79.1

2.8

(23.6)

(10.7)

Return on assets excluding amounts included in net financing costs

(10.7)

Closing defined benefit asset

1,208.3

(1,091.3)

117.0

(2.5)

114.5

The amounts recognised in the income statement comprise administration costs, past service costs and interest on the net defined benefit
asset/(liability). These charges are included in the following lines in the income statement:

Within underlying operating profit

Administrative expenses

Within finance costs

Interest on the net defined benefit asset

Recognised in income statement

The market value of the Scheme assets held at the end of the year were as follows:

Property and other growth (liabilities)

Corporate bonds

Secured finance

Senior real estate debt

Senior private debt and private debt

Index-linked gilts (LDI portfolio collateral)

Other, including cash

Total Scheme assets

Note

2023
£m

2022
£m

(1.4)

(1.7)

3.4

2.0

1.1

(0.6)

2023
£m

–

157.5

95.4

16.4

99.6

517.6

4.6

2022
£m

(1.7)

173.8

100.1

17.7

114.1

784.4

19.9

891.1

1,208.3

All equities, LDI portfolio collateral, corporate bonds and funds have quoted prices in active markets. The senior real estate and private debt
along with the property assets are illiquid, unquoted assets and trade on a less regular basis.

Senior private debt and private debt includes unquoted investment funds which are measured using the most recent net asset valuations
(NAV), adjusted for cash movements between the latest valuation date and 31 March 2023. Where appropriate, management also take into
account movements in external quoted benchmarks (after adjusting for liquidity differences between such benchmarks and the private debt
assets) in order to determine whether a risk adjustment is required in determining fair value as at 31 March 2023.

The LDI portfolio currently hedges 98% of the defined benefit scheme’s inflation rate risk and 98% of the interest rate risk (relative to Scheme
assets) through holding a combination of index-linked gilts, interest rate and inflation swaps, gilt total return swaps, gilt repos and cash. The
Scheme does not directly hold any financial instruments issued by the Company.

Wincanton plc
Annual Report and Accounts 2023

151

Financial statements26. Employee benefits continued
Actuarial assumptions
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

Rate of increase of pensions in deferment1

Rate of increase of pensions in payment1

2023
%

4.75

3.25

2.50

2022
%

2.70

3.85

3.25

2.50–2.50 2.50–3.25

1.90–3.15 2.20–3.65

1 A range of assumed rates exists due to the application of annual caps and floors to certain elements of service.

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

2023
years

20.4

21.6

22.8

25.4

2022
years

20.7

22.1

23.1

25.5

Sensitivity table
The sensitivities 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 and includes the impact of the
interest rate and inflation rate hedging. 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

Credit spread

Price inflation – RPI

Mortality rate

Defined contribution schemes
The total expense relating to the Group’s defined contribution schemes in the current year was £38.6m (2022: £36.7m).

Increase/
(decrease)
in surplus
£m

(3)

(26)

Change in
assumption

-1.00%

+0.25%

-0.25%

+ 1 year

152 Wincanton plc

Annual Report and Accounts 2023

Notes to the consolidated financial statements continued27. Equity compensation benefits
Employees of the Group participate, subject to seniority and length of service, in the Long Term Incentive Plan (LTIP) which involves the
grant of options or conditional awards of shares in the Company.

Grants of options 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 £0.7m (2022: £0.5m) in respect of the costs of equity-settled share based payment transactions during the year. 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 2023 is as follows:

Long Term Incentive Plan

July 2018

July 2019

September 2019

July 2020

July 2021

July 2022

July 2022 (Long Term)

August 2022

Executive Bonus Plan

July 2021 (Deferred Annual Bonus)

July 2022 (Deferred Annual Bonus)

Outstanding

Exercisable

Option price
pence/share

Date normally
exercisable

15,254

72,683

15,254

72,683

101,689

848,842

441,742

425,021

213,461

113,287

4,542

57,852

–

2,294,373

189,626

–

2021–2028

2022–2029

2023–2030

2024–2031

2025–2032

2027–2034

2027–2031

2023–2030

2024–2031

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

Outstanding at 1 April

Granted during the year

Lapsed during the year

Exercised during the year

Outstanding at 31 March

Exercisable at 31 March

2023

2022

Weighted
average
exercise
price

–

Options

2,029,878

821,396

(335,716)

(221,185)

2,294,373

189,626

Weighted
average
exercise
price

–

Options

2,760,156

559,360

(866,035)

(423,603)

2,029,878

189,981

The weighted average share price at the date of exercise for share options exercised during the period was 246p (2022: 381p). The options
outstanding at 31 March 2023 had an exercise price of £nil and a weighted average remaining contractual life of eight years.

Awards made under the Special Option Plan and LTIP were granted based on the average quoted market price of the Company’s shares for
a period of up to three business days immediately prior to the date of grant. Upon exercise, all options granted under these schemes are
equity settled.

Wincanton plc
Annual Report and Accounts 2023

153

Financial statements27. Equity compensation benefits continued
The terms and conditions of the grants to date under these schemes are as follows:

Long Term Incentive Plan
The Group introduced a LTIP in 2015, which granted the Executive Directors and certain senior managers long term incentive awards in the
form of nil cost options. The below table includes the vesting conditions of each scheme with outstanding shares as at year end.

Grant date

July 2018

Number of
options
granted

673,934

July 2019

506,457

September 2019

164,546

July 2020

1,153,642

July 2021

July 2022

July 2022
(Long Term)

August 2022

550,768

436,796

213,461

113,287

3,812,891

Vesting conditions

Three years of service plus performance metrics weighted 60% on basic underlying EPS
growth and 40% on TSR performance relative to the FTSE All-Share Index (excluding
investment trusts) (the Index). The threshold entry point of 25% vesting for the EPS
element requires 6% growth per annum, with 100% vesting at 11% per annum. The
threshold entry point of 25% vesting for the TSR element requires performance in line with
the Index, with 100% vesting at outperformance of 10% per annum (equivalent to 33% over
the term of the option). Vesting will be on a straight-line basis between the threshold and
maximum for both elements.

Three years of service plus performance metrics weighted 100% on TSR performance
relative to the FTSE All-Share Index (excluding investment trusts) (the Index). The threshold
entry point of 25% vesting for the TSR element requires performance in line with the Index,
with 100% vesting at outperformance of 10% per annum (equivalent to 33% over the term
of the option). Vesting will be on a straight-line basis between the threshold and maximum.

Three years of service plus performance metrics weighted 50% on basic underlying EPS
growth and 50% on TSR performance relative to the FTSE All-Share Index (excluding
investment trusts) (the Index). The threshold entry point of 25% vesting for the EPS
element requires 5% growth per annum, with 100% vesting at 10% per annum. The
threshold entry point of 25% vesting for the TSR element requires performance in line with
the Index, with 100% vesting at outperformance of 10% per annum (equivalent to 33% over
the term of the option). Vesting will be on a straight-line basis between the threshold and
maximum for both elements.

Contractual
life in years

Ten

The grants made under this Plan have EPS and TSR growth performance conditions. The EPS requirement is a non-market based performance
condition and an appropriate model has been used to calculate the fair value of the award linked to EPS. The TSR requirement is a market
based performance condition and the fair value is calculated using a Monte-Carlo pricing model, based on assumptions at the date of
the award.

Share price at grant (p)

Exercise price (p)

Risk free rate (%)

Expected volatility of Wincanton plc (%)

Expected volatility of Index (%)

Expected life (years)

Dividend yield (%)

Fair value per award under TSR condition (p)

Fair value per award under EPS condition (p)

July
2022
grant

364

Nil

1.9

42.0

41.8

3.3

242

330

Executive Bonus Plan
As part of the Executive Bonus Plan an award was granted in July 2022 that was made part in cash and part in deferred shares for the year
ended 31 March 2022.

Grant date

July 2021
(Deferred Annual Bonus)

July 2022
(Deferred Annual Bonus)

Number of
options
granted

8,592

57,852

66,444

Vesting conditions

Continued employment within the Group to the date of vesting, and a year end
personal performance rating of 3 or above in the year preceding the date of vesting.

Contractual
life in years

Ten

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 share value at the grant date.

154 Wincanton plc

Annual Report and Accounts 2023

Notes to the consolidated financial statements continued28. 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 a £175.0m (2022: £175.0m) committed syndicated bank facility which matures in March 2027. At 31 March 2023 £nil
(2022: £25.0m) was drawn, leaving unutilised facilities of £175.0m (2022: £150.0m). The Group has uncommitted facilities including a
£5.0m net overdraft facility and £30.0m receivable purchase facility (RPF). £4.3m of the RPF was utilised as at 31 March 2023 (2022: £4.1m).

The Group makes use of cash pooling facilities with a net overdraft facility of £5m. The Group is required to present the separate cash
and overdraft balances relating to pooled facilities gross in the balance sheet. The overdraft balance relating to pooled facilities does not
represent a formal overdraft limit available to the Group. The net cash balance available to the Group after deducting the pooled overdraft
facilities is £13.2m (2022: £28.7m).

The Group also holds some restricted cash deposits within its insurance subsidiary as shown in Note 18 ‘Cash and cash equivalents’; these
deposits are mostly repayable on demand, but have a maximum notice period of 32 days and cannot be freely transferred to the UK without
prior approval.

The Group’s net cash/(debt) at the balance sheet date was:

Total borrowings and other financial liabilities

Cash at bank and in hand

Net cash excluding lease liabilities

Lease liabilities

Net debt including lease liabilities

Note

2023
£m

–

13.2

2022
(Restated) 1
£m

(25.0)

28.7

3.7

(206.4)

(206.7)

(193.2)

(203.0)

1 Certain comparatives have been restated due to prior year adjustment as explained in Note 1 ‘Accounting policies’.

The following are the contractual maturities of non-derivative financial liabilities, including interest payments except for bank loans and
overdraft interest:

31 March 2023

Trade and other payables

Lease liabilities

31 March 2022

Bank loans and overdrafts

Trade and other payables

Lease liabilities (Restated)1

Carrying
amount
£m

Contractual
cash flows
£m

Less than
1 year
£m

Between
1 and 5 years
£m

175.3

206.4

381.7

175.3

302.6

477.9

175.3

43.5

218.8

–

103.4

Carrying
amount
£m

Contractual
cash flows
£m

Less than
1 year
£m

Between
1 and 5 years
£m

25.0

180.7

206.7

412.4

25.0

180.7

286.8

492.5

–

180.7

50.4

231.1

25.0

–

104.0

129.0

Over
5 years
£m

–

155.7

Over
5 years
£m

–

132.4

1 Certain comparatives have been restated due to prior year adjustment as explained in Note 1 ‘Accounting policies’.

Lease liabilities over five years include two leases which expire in over 50 years with contractual cash flows of £121.5m (2022: £124.1m).

Wincanton plc
Annual Report and Accounts 2023

155

Financial statements28. Financial instruments continued
Liquidity risk continued
The Group did not hold any derivative financial instruments during the current or prior year, or at the year end.

Bank loans and overdrafts comprise the Group’s RCF. Daily interest is charged on this facility based on amounts drawn and charged at SONIA
rate plus a fixed margin. Commitment and utilisation fees are also charged. The contractual interest payable on the amounts drawn at 31
March 2023 was £nil (2022: £0.1m). If the £25m drawn at 31 March 2022 remained throughout the year to 31 March 2023, interest charged
would be £1m.

The Group’s committed facilities at 31 March 2023 comprise a syndicated RCF of £175m, agreed in March 2022 and maturing in March 2027.
The RCF requires the Group to comply with three financial covenants at 30 September and 31 March each financial year and the Group
operates comfortably within these covenants:

2023

0.5

17.1

2.6

2023
£m

(13.2)

17.8

3.9

28.9

37.4

2023
£m

70.8

51.1

121.9

(48.7)

0.4

73.6

2023
£m

8.7

(6.2)

(0.5)

3.4

(0.6)

4.3

2023
£m

39.5

2022

0.7

38.8

2.7

2022
£m

(3.7)

15.6

9.2

25.9

47.0

2022
£m

64.7

43.6

108.3

(42.9)

0.5

65.9

2022
£m

6.6

(5.2)

(0.2)

1.1

(0.4)

1.7

2022
£m

35.9

Covenant

Calculation

Leverage ratio

Interest cover

Consolidated net borrowings (A)/consolidated EBITDA (B)

Consolidated EBITDA (B)/consolidated net finance charges (C)

Fixed charge cover

Consolidated EBITDA (B) plus operating lease costs (D)/consolidated net finance
charges (C) plus operating lease costs (D)

Ratio

<3.0:1

>3.5:1

>1.4:1

A reconciliation of these terms to the reported amounts is as follows:

Note

Reported net cash

Finance lease liability under IAS 17

Cash and deposits held by captive insurer

Guarantees provided

Consolidated net borrowings for covenant reporting (A)

Underlying operating profit

Depreciation, amortisation and impairments

Underlying EBITDA

Adjustment to frozen GAAP (IFRS 16 to IAS 17)

Share based payment charges

Consolidated underlying EBITDA for covenant reporting (B)

Net interest payable

Adjustment to frozen GAAP (remove IFRS 16 interest)

RPF interest

Arrangement fees

Interest on net defined benefit asset

Other discount unwinding

Covenant net finance charges (C)

Operating lease costs for covenant reporting (D)

156 Wincanton plc

Annual Report and Accounts 2023

Notes to the consolidated financial statements continued28. Financial instruments continued
Analysis of changes in net debt

Bank loans and overdrafts

Financial liabilities arising from financing activities

Cash at bank and in hand

Bank overdrafts classified as cash equivalents

Net cash excluding lease liabilities

Lease liabilities

Net debt including lease liabilities

31 March
2021
£m

(15.1)

30.6

(3.6)

11.9

(145.7)

(133.8)

Cash
flow
£m

(9.9)

(1.9)

3.6

(8.2)

42.9

34.7

Non-cash
movements
(Restated) 1
£m

31 March
2022
(Restated) 1
£m

–

(25.0)

28.7

–

3.7

(103.9)

(206.7)

(103.9)

(203.0)

Cash
flow
£m

25.0

(15.5)

–

9.5

48.7

58.2

Non-cash
movements
£m

31 March
2023
£m

–

13.2

–

13.2

(48.4)

(206.4)

(193.2)

1 Certain comparatives have been restated due to prior year adjustment as explained in Note 1 ‘Accounting policies’.

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

Price inflation risk
The Group is largely protected from the risk of price increases impacting operating costs as 73.5% (2022: 72.1%) of contracts having been
negotiated on open book terms. Under these open book contracts, revenue is typically derived from costs incurred plus either a fixed
or variable management fee and the contractual terms ensure any inflation risk is passed on to the customer.

Interest rate risk
The Group monitors market pricing and forward-looking pricing projections to manage interest rate risk. There were no derivatives in place
to fix borrowing costs. RCF is at floating rate. If market conditions are expected to change then derivatives will be considered to manage
the interest rate risk exposure.

Interest rate sensitivity
The following table demonstrates the sensitivity to a change in interest rates of 0.5% (2022: 0.5%) 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 0.5% (2022: 0.5%) 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 26 ‘Employee benefits’.

0.5% (2022: 0.5%) increase in rates

0.5% (2022: 0.5%) decrease in rates

2023

2022

Effect
on profit
before tax
£m

(0.3)

0.3

Effect
on equity
£m

(0.3)

0.3

Effect
on profit
before tax
£m

(0.2)

0.2

Effect
on equity
£m

(0.2)

0.2

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.

Currency risk and sensitivity
The Group is a largely UK based business with a small proportion of the Group’s activities denominated in euro. The only non-sterling activity
is in Ireland. In order to protect the sterling value of the balance sheet, the Group finances its investment in Ireland by borrowing in euro.
Transactional exposure is minimal as the vast majority of transactions of the Irish subsidiary are denominated in euro, the relevant functional
currency of the operation. Non-sterling cash balances comprise £2.4m held in euro (2022: £2.7m).

Operational foreign exchange risk, where purchases or sales are made in non-functional currency, is hedged on an ad hoc basis by buying or
selling the relevant currency on a forward basis if the amounts involved are material. There was no material sensitivity to changes in foreign
exchange rates at the year end.

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, contract assets and bank balances.

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 in the balance sheet of £139.1m (2022: £181.3m). See Note 17 ‘Trade
and other receivables’ for further analysis of trade receivables and the associated allowance for impairment loss.

Wincanton plc
Annual Report and Accounts 2023

157

Financial statements28. Financial instruments continued
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. The capital structure of the Group consists of net debt (as shown above) and
equity of the Group (issued share capital, reserves and retained earnings).

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. Covenant conditions related to external borrowings are as set out in the liquidity risk section above; there were no breaches
of these conditions during the current or prior year.

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 versus carrying amounts
The carrying amounts of the Group’s assets and liabilities which meet the definition of financial instruments are classified in the following categories:

Financial assets carried at amortised cost

Trade and other receivables

Cash and cash equivalents

Financial liabilities carried at amortised cost

Lease liabilities

Bank loans and overdrafts

Trade and other payables

2023
£m

2022
(Restated) 1
£m

125.9

13.2

139.1

152.6

28.7

181.3

(206.4)

–

(175.3)

(206.7)

(25.0)

(185.9)

(381.7)

(417.6)

1 Certain comparatives have been restated due to prior year adjustment as explained in Note 1 ‘Accounting policies’.

The fair values are considered to be the same as the carrying amounts set out above.

29. 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 and with its subsidiaries and jointly controlled entities.

Transactions with key management personnel
The interests of the Executive and Non-executive Directors in the share capital of the Company, plus full details of the individual Directors’
emoluments, bonuses deferred in shares, share options and pension entitlements, are given in the Directors’ remuneration report on pages
90 to 110.

Remuneration of key management personnel
The total remuneration of key management personnel of the Group, being the Executive Management Team, is set out below in aggregate
for each of the categories specified in IAS 24 Related Party Disclosures.

Short term employee benefits

Termination benefits

Post-employment benefits

IFRS 2 share option charge/(credit)

2023
£m

3.4

0.1

–

0.6

4.1

2022
£m

3.6

0.1

0.8

4.6

30. Investment in subsidiaries
The significant subsidiaries as at 31 March 2023 in the Wincanton group of companies, based on the scale of their activities, are as follows:

Wincanton Holdings Limited

Wincanton Group Limited

Wincanton Ireland Limited

Principal activity

Contract logistics services

Risk Underwriting (Guernsey) Limited

Insurance subsidiary

Onevast Limited

Online solutions for warehousing space

158 Wincanton plc

Annual Report and Accounts 2023

% of
equity
held 1

100

Country of incorporation
and registered office2

England and Wales

Republic of Ireland9

Guernsey10

England and Wales

Notes to the consolidated financial statements continued30. Investment in subsidiaries continued

Other subsidiaries as at 31 March 2023:

Cygnia Logistics Limited11

Caledonia Bidco Limited

C.E.L Group Limited

C.E.L (Engineering) Limited

C.E.L (Logistics) Limited

City Self Storage Limited

Dalepak Limited

Dalepak Holdings Limited

Principal activity

Supply chain services and solutions

Intermediate holding company

Dormant

Non-trading

Dormant

Intermediate holding company

Data and Records Management Limited

Non-trading

Glass Glover Group Limited

Glass Glover Management Services Limited

Hanbury Davies Containers Limited3

Hanbury Davies Limited

Hanbury Holdings Limited

House of Hill Holdings Limited3

House of Hill Limited3

Lane Group plc

Minmar (662) Limited3

Nair Properties Limited

Product Support (Holdings) Limited

Product Support Limited

Pullman Fleet Services Limited3

RDL Distribution Limited

RDL Holdings Limited

Roadtanks Limited

Swales Haulage Limited

Trans European Holdings Limited

UDS Properties Limited3

W. Carter (Haulage) Limited

Wincanton (No. 1) Limited3

Wincanton Air & Ocean Limited

Wincanton High Tech Limited

Wincanton Logistics Limited

Dormant

Non-trading

Dormant

Non-trading

Dormant

Non-trading

Dormant

Non-trading

Dormant

Wincanton Pension Scheme Trustees Limited4

Trustee for the Wincanton plc pension scheme

Wincanton Records Management (Ireland) Limited Non-trading

Wincanton Trans European (Ireland) Limited

Non-trading

Wincanton Trans European Limited

Dormant

Wincanton UK Limited4

Intermediate holding company

Wincanton Vehicle Rentals Limited3

Dormant

1 All holdings are of Ordinary Shares except where noted.

2 Registered office is Methuen Park, Chippenham, Wiltshire SN14 0WT except where noted.

In dissolution at year end.

4 Direct subsidiaries of Wincanton plc.

5 14,762,245 Ordinary Shares and 10,000,000 6 1/2% cumulative convertible redeemable Preference Shares.

6 6,460,000 Ordinary Shares, 7,140,000 ‘A’ Ordinary Shares and 409,164 Preference Shares.

7 19,393,774 Ordinary Shares and 19,372,074 Deferred Shares.

8 100 Ordinary Shares and 1,699,900 redeemable Ordinary Shares.

9 Registered office: Unit 1, Rosemount Business Park, Ballycoolin Road, Blanchardstown, Dublin 11.

10 Registered office: PO Box 155, Mill Court, La Charroterie, St Peter Port, Guernsey GY1 4ET.

% of equity
held 1

Country of incorporation
and registered office2

100

1005

100

1006

100

1007

1008

100

England and Wales

Republic of Ireland9

England and Wales

Republic of Ireland9

England and Wales

Republic of Ireland9

England and Wales

11 As at 28 January 2023, the Cygnia trade and assets were transferred to Wincanton Holdings Limited. The transfer has no impact on consolidated

financial statements.

Wincanton plc
Annual Report and Accounts 2023

159

Financial statementsWincanton plc Company balance sheet At 31 March 2023

Non-current assets

Investment in subsidiaries

Amounts owed by Group undertakings

Total non-current assets

Current assets

Trade and other receivables

Cash and cash equivalents

Income tax receivable

Total current assets

Total assets

Current liabilities

Amounts owed to Group undertakings

Trade and other payables

Income tax payable

Total current liabilities

Net current liabilities

Total assets less current liabilities

Non-current liabilities

Borrowings

Total non-current liabilities

Net assets

Equity

Issued share capital

Share premium

Own shares

Retained earnings

Total equity

Note

2023
£m

2022
£m

108.9

58.3

167.2

108.9

75.0

183.9

2.4

2.0

0.9

5.3

2.6

2.9

–

5.5

172.5

189.4

(33.5)

(1.2)

–

(34.7)

(29.4)

(7.6)

(2.2)

(1.9)

(11.7)

(6.2)

137.8

177.7

–

(25.0)

137.8

152.7

12.5

12.9

(5.6)

118.0

137.8

12.5

12.9

(2.2)

129.5

152.7

The Company reported a profit for the year ended 31 March 2023 of £4.8m (2022: £11.0m).

The financial statements were approved by the Board of Directors and authorised for issue on 19 May 2023 and were signed on their
behalf by:

Tom Hinton
Chief Financial Officer

Company registration number: 04178808

160 Wincanton plc

Annual Report and Accounts 2023

Wincanton plc Company statement of changes in equity For the year ended 31 March 2023

Balance at 1 April 2021

Profit for the year

Other comprehensive income

Total comprehensive income

Share based payment transactions

Tax on share based payment transactions

Dividends paid to shareholders

Balance at 31 March 2022

Balance at 1 April 2022

Profit for the year

Other comprehensive income

Total comprehensive income

Share based payment transactions

Tax on share based payment transactions

Dividends paid to shareholders

Balance at 31 March 2023

Issued
share
capital
£m

12.5

Share
premium
£m

12.9

–

Own
shares
£m

(1.0)

–

(1.2)

–

Profit
and
loss
£m

132.7

11.0

–

11.0

(0.3)

0.4

(14.3)

12.5

12.9

(2.2)

129.5

Total
equity
£m

157.1

11.0

–

11.0

(1.5)

0.4

(14.3)

152.7

12.5

12.9

(2.2)

129.5

152.7

–

(3.4)

–

4.8

–

4.8

(0.7)

(0.3)

(15.3)

12.5

12.9

(5.6)

118.0

4.8

–

4.8

(4.1)

(0.3)

(15.3)

137.8

Wincanton plc
Annual Report and Accounts 2023

161

Financial statementsNotes 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 separate financial statements of the Company are presented as required by the Companies Act 2006. The Company meets the definition
of a qualifying entity under Financial Reporting Standard 100 (FRS 100) issued by the Financial Reporting Council. Accordingly, the financial
statements have been prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101).

Under section 408(4) of the Companies Act 2006, the Company is exempt from the requirement to present its own profit and loss account.
The profit attributable to the Company is disclosed in the footnote to the Company’s balance sheet.

As permitted by FRS 101, the Company has taken advantage of the disclosure exemptions available under that standard in relation to
share based payments, financial instruments, capital management, presentation of comparative information in respect of certain assets,
presentation of a cash flow statement and certain related party transactions. Where required, equivalent disclosures are given in the
consolidated financial statements.

The financial statements have been prepared on the historical cost basis except for the remeasurement of certain financial instruments
to fair value. The principal accounting policies adopted are the same as those set out in Note 1 to the consolidated financial statements.

Critical accounting judgements and key sources of estimation uncertainty
The preparation of the Company financial statements requires the use of certain judgements, estimates and assumptions that affect the
reported amount of assets, liabilities, income and expenses. Estimates and judgements are evaluated continually, and are based on historical
experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Key estimation uncertainties are the key assumptions concerning the future, and other key sources of estimation uncertainty at the reporting
date that may have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next period.
Significant judgements are those that the Company has made in the process of applying the Group’s accounting policies, and that have the
most significant effect on the amounts recognised in the financial statements.

The Company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom
equal the related actual results. Changes in accounting estimates may be necessary if there are changes in the circumstances on which the
estimates were based, or as a result of new information or more experience.

Key source of estimation uncertainty
Amounts owed by Group undertakings
The Company uses estimates in calculating the recoverable amounts of amounts due from its subsidiaries, which it then uses to assess
whether the amounts due are impaired. The Company performed an impairment review as at the reporting date and concluded that all
the amounts due from its subsidiaries were recoverable.

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

2. Investment in subsidiaries

Shares in Group undertakings

Cost at beginning and end of year

2023
£m

108.9

2022
£m

108.9

A list of the subsidiaries of Wincanton plc is given in Note 30 ‘Investment in subsidiaries’ to the consolidated financial statements.

3. Amounts owed by Group undertakings

Amounts owed by Group undertakings

2023
£m

58.3

2022
£m

75.0

Amounts owed by Group undertakings are repayable on demand. It has been determined that these amounts owed are not expected to be
repaid within one year. Expected credit losses on amounts owed by Group undertakings are immaterial.

162 Wincanton plc

Annual Report and Accounts 2023

4. Trade and other receivables

Prepayments

Deferred tax assets

All receivables are due within one year.

5. Trade and other payables

Other payables

Accruals

6. Equity

Allotted, called up and fully paid

124,543,670 (2022: 124,543,670) Ordinary Shares of 10p each

2023
£m

1.6

0.8

2.4

2023
£m

1.0

0.2

1.2

2023
£m

12.5

2022
£m

1.5

1.1

2.6

2022
£m

1.2

1.0

2.2

2022
£m

12.5

Details of the Company’s own shares held within an Employee Benefit Trust are given in Note 24 ‘Capital and reserves’ to the consolidated
financial statements. Details of the Company’s equity compensation benefits are given in Note 27 ‘Equity compensation benefits’ to the
consolidated financial statements.

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 6 to the consolidated financial statements was incurred by Wincanton plc. The Company has taken the
exemption not to disclose non-audit fees incurred as these are included in Note 4 ‘Operating profit’ to the consolidated financial statements.

7. Reconciliation of movement in total equity

Profit for the year

Dividends paid to shareholders

Tax on share based payment transactions

Share based payment transactions

Net movement in shareholders’ funds

Opening shareholders’ funds

Closing shareholders’ funds

2023
£m

4.8

(15.3)

(0.3)

(4.1)

(14.9)

152.7

137.8

2022
£m

11.0

(14.3)

0.4

(1.5)

(4.4)

157.1

152.7

Wincanton plc
Annual Report and Accounts 2023

163

Financial statementsGroup five year record

As reported under Adopted IFRS

Revenue

Underlying operating profit1

Operating profit

Net financing costs

Underlying profit before tax1

Profit before tax

Underlying profit after tax for the year1

Underlying earnings per share1

Basic earnings per share

Dividend per share

Net cash/(debt)

2023
£m

2022
£m

2021 2
£m

2020 3
£m

2019
£m

1,462.0

1,421.4

1,221.9

1,201.2

1,141.5

70.8

46.9

(8.7)

62.1

38.2

52.4

42.5p

26.9p

64.7

61.4

(6.6)

58.1

54.8

50.6

40.8p

38.6p

51.8

50.8

(4.6)

47.2

46.2

39.7

32.0p

31.5p

13.20p

12.00p

10.35p

61.0

52.0

(8.2)

52.8

43.8

44.7

36.1p

31.1p

3.90p

55.3

54.6

(6.0)

49.3

48.6

41.5

33.5p

34.5p

10.89p

13.2

3.7

11.9

(10.1)

(19.3)

1 Alternative performance measures: refer to Note 3 to the Group financial statements on pages 135 to 136.

2 Certain comparatives have been restated due to a required change in accounting policy which has resulted in costs previously capitalised now presented as

a non-underlying expense within net operating profit.

3 IFRS 16 Leases was adopted on 1 April 2019 using the modified retrospective approach without restating prior year figures.

164 Wincanton plc

Annual Report and Accounts 2023

Shareholder information

Annual Report and Accounts
The Annual Report is available to view and download from the website https://www.wincanton.co.uk/investors/results-reports-and-presentations/.

Shareholder enquiries
The Group’s Registrar is Equiniti. When contacting the Registrar please quote your 11 digit Shareholder Reference.

Equiniti
Aspect House
Spencer Road
Lancing
West Sussex
BN99 6DA

Telephone: +44 (0) 371 384 2272

Lines are open 8.30am to 5.30pm (UK time), Monday to Friday (excluding public holidays in England and Wales).

Analysis of shareholders

Client

Offering

As at date

Balance ranges

1 to 1,000

1,001 to 10,000

10,001 to 50,000

50,001 to 250,000

250,001 to 1,000,000

1,000,001 to highest

Totals

Wincanton plc

Ordinary Shares of 10p

31 March 2023

Number of holdings

% of holders

Number of shares

% Issued capital

6,263

1,193

138

7,740

80.92%

15.41%

1.78%

1.14%

0.45%

0.30%

1,828,601

3,306,081

3,120,008

9,555,312

16,751,418

89,982,250

100.00%

124,543,670

1.47%

2.65%

2.51%

7.67%

13.45%

72.25%

100.00%

Dividends
Dividends are normally paid twice per year. From August 2023 the Company pays dividends directly into its shareholders’ bank or building
society accounts rather than by cheque. 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 Registrars. Alternatively please contact your bank, building society or stockbroker
who will be able to assist you in dealing in your shares.

Share price quotation
The Company’s share price is quoted via the Wincanton website www.wincanton.co.uk 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 the Registrar) you are invited to contact the Company Secretary.

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 by calling on 0207 291 3310 or online at www.mpsonline.org.uk.

Wincanton plc
Annual Report and Accounts 2023

165

Financial statementsShareholder information continued

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:

– make sure you confirm the correct name of the person and organisation;

– check that they are properly authorised by the FCA by calling 0800 111 6768 or by visiting register.fca.org.uk/s and then contacting the firm

using the details on the register;

– report the matter to the FCA either by calling 0800 111 6768 or visiting www.fca.org.uk/consumers

– 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;

– if the calls persist, hang up; and

– inform our Registrars Equiniti on the shareholder helpline 0371 384 2272.

If you deal with an unauthorised firm, you will not be eligible to receive payments under the Financial Services Compensation Scheme. If you
have already paid money to share fraudsters, you should contact Action Fraud on 0300 123 2040.

More detailed information on this or similar activity can be found on the FCA website www.fca.org.uk/scamsmart/how-avoid-investment-scams.

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 www.wincanton.co.uk provides news and information about the services offered by Wincanton as well as useful
information for investors.

166 Wincanton plc

Annual Report and Accounts 2023

Forward-looking statements
The Annual Report and Accounts and Wincanton’s website 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’s and the Group’s plans, objectives, goals
and expectations with respect to these items.

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.

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’. Any written or verbal forward-looking
statements, made in our Annual Report and Accounts or on 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 our Annual Report and Accounts, or on the date the forward-looking
statement is made. Wincanton plc does not intend to update any forward-looking statements.

Wincanton plc
Annual Report and Accounts 2023

167

Financial statementsBoard of Directors and advisers

Non-executive Directors
Sir Martin Read CBE (Chair)
Stewart Oades (Senior Independent Director)
Gill Barr
Anthony Bickerstaff
Mihiri Jayaweera
Debbie Lentz

Executive Directors
James Wroath (Chief Executive Officer)
Tom Hinton (Chief Financial Officer) from 15 August 2022

Secretary and registered office
Lyn Colloff

Tel +44 (0) 1249 710000
company.secretary@wincanton.co.uk

Wincanton plc
Methuen Park
Chippenham
Wiltshire
SN14 0WT

Company’s legal advisers
DWF LLP
Registered office:
1 Scott Place
2 Hardman Street
Manchester
M3 3AA

Registered number: OC328794

Herbert Smith Freehills LLP
Registered office:
Exchange House
Primrose Street
London
EC2A 2EG

Registered number: OC310989

Pinsent Masons LLP
Registered office:
30 Crown Place
London
EC2A 4ES

Registered in England & Wales under No. 04178808

Registered number: OC333653

Auditor
BDO LLP
55 Baker Street
London
W1U 7EU

Brokers
Numis Securities Limited
45 Gresham Street
London
EC2V 7BF

Share Registrar
Equiniti
Aspect House
Spencer Road
Lancing
West Sussex
BN99 6DA

168 Wincanton plc

Annual Report and Accounts 2023

CBP019021

Wincanton plc’s commitment to environmental issues is reflected in
this Annual Report, which has been printed on Chorus Silk, an FSC®
certified material. This document was printed by Park Communications
using its environmental print technology, which minimises the impact
of printing on the environment, with 99% of dry waste diverted
from landfill. Both the printer and the paper mill are registered
to ISO 14001.

Wincanton plc
Methuen Park
Chippenham
Wiltshire SN14 0WT
United Kingdom

Registered in England & Wales
under No. 04178808

Tel +44 (0)1249 710000

wincanton.co.uk