At the heart
Wincanton plc
Annual Report and Accounts 2023
4
Annual report and accounts 2023
02 At a glance
04 Strategic roadmap
05 Investment case
06 Strategy
08 Strategy in action
16 Transport focus
18 Chair’s statement
20
24 Innovation
26
28 Business model
30 Environmental, Social and Governance
43 Task Force on Climate-related
Financial Disclosures (TCFD)
44 Stakeholder engagement
46 Section 172 statement
47 Employee engagement
48 Key Performance Indicators
50
58 Risk report
66 Introduction from the Chair
67 Summary of compliance
70 Board of Directors
72 Executive Management Team
73 Corporate governance report
79 Nomination Committee report
84 Audit Committee report
90 Directors’ remuneration report
104 Directors’ Remuneration Policy
111 Directors’ report
113 Statement of Directors’ responsibilities
114 Independent auditor’s report
122 Consolidated income statement
123 Consolidated statement
of comprehensive income
124 Consolidated balance sheet
125 Consolidated statement
of changes in equity
126 Consolidated statement
127
statements
160 Wincanton plc Company balance sheet
161 Wincanton plc Company statement of
changes in equity
162 Notes to the Wincanton plc
164
165 Shareholder information
168 Board of Directors and advisers
1
1
1
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.
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
Discover how Wincanton is setting new standards
p8
p10
p12
p14
Strategic report
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Annual Report and Accounts 2023
Strategic report
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.
20,300
1
160
5,000
7,400
– End-to-end fulfilment
services
– Bespoke personalisation
–
– Customer Fulfilment
Centres and grocery
‘dark stores’
– Carrier management
– Returns management
– Inbound logistics for
manufacturing
–
design and operation
– Extended materials
management and
consolidation
– Storage handling
–
asset management
– Inspection and control
– Turnkey automation
–
and optimisation
– Data insights and
analytics
– Integration technology
Read more about our business model on p28
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02
Annual Report and Accounts 2023
eCommerce-focused sector providing
agile, scalable and bespoke supply
chain solutions, including high-volume
eFulfilment, Customer Fulfilment Centres
online and omnichannel brands in the UK.
Revenue £254.1m
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
Supply chain sector-specific solutions
to a diverse customer base including
infrastructure, defence, energy,
healthcare, building materials and the
public sector.
Revenue £285.2m
Multichannel retail-focused sector
providing essential supply chain
solutions and logistics services to the
UK’s leading retailers, manufacturers
and vendors.
Revenue £410.2m
1 Percentage of Group revenue.
1
28.0%
1
19.5%
1
35.1%
1
17.4%
03
Annual Report and Accounts 2023
Strategic report
Great people delivering sustainable supply chain value.
Read more on p06
into different markets and building on our market-leading
position in our foundation sectors.
We aim to provide an inclusive environment and support our
Through our innovation and product development
– support our customers to navigate the supply chain
–
–
We have set ambitious goals to achieve net-zero by 2040,
operations from 2025.
Our key strategic areas of focus drive
positive gains across the business.
on all our stakeholders.
Develop innovative products
sustainable value to our
customers, and therefore
partnerships and establish
foundation and strategic
markets, leveraging our
capabilities and expertise.
Develop our sustainable,
efficient operating model to
be even more agile and easier
for our customers to engage
Embed an inclusive culture,
supporting the performance
to attract and retain the most
talented people in the supply
chain industry.
04
Annual Report and Accounts 2023
1
– Long-lasting partnerships and trusted relationships
– Insight into customers’ supply chains providing expertise to deliver
continuous improvement
– Our UK and Ireland scale offers resilience
– Continued focus on operational excellence
2
– Innovation-driven business model driving efficiency across the
–
– Continuous digital transformation across the business
–
W
2
3
– Operating a balanced portfolio across our sectors
–
blue-chip partnerships
–
4
– Continuing to deliver positive returns for shareholders
– Strong financial profile
–
–
– Risk managed through appropriate contract structures –
5
– Sustainable ethos underpinning our business strategy
– A strong health and safety culture
–
– Clear social value delivery plan
– Investment in our people and talent development programmes
05
Annual Report and Accounts 2023
Strategic report
Develop innovative products and
to our customers, and therefore to
Read more on p02
earnings per share
– Autonomous Mobile Robot (AMR) deployment at Cygnia creating
a multi-client, scalable eFulfilment solution.
–
provide 4PL services including planning, optimisation, procurement
and supplier managed customer reporting.
– Product organisation created to accelerate automation and control
– Our Innovation Centre has hosted over 3,500 visitors including 1,000
– W² Innovation programme identifying
–
largest to date.
–
89 global start-up participants
ranging from robotics to data
analytics to people engagement.
–
–
–
–
Wildcard (robotics and automation).
117,000
237%
– Develop robot product catalogue and capability to deploy
at scale across multiple clients and brands.
–
– Enhance core Warehouse Management System (WMS) and
Carrier Management Service deployment speed.
– Deploy Wincanton Supply Chain Integrator (WSCI) for large
infrastructure projects.
– Build and deploy our integration and data reporting
capability to underpin our core products.
in foundation and strategic
markets, leveraging our capabilities
Read more on p03
profit before tax
–
–
Investing in Cygnia to create our multi-client AMR eFulfilment
–
Further investment in automation at The WEB, our highly automated, shared
–
–
–
the construction of Hinkley Point C.
–
Expanded in our foundation
markets, enabling existing clients
Partners and Wickes.
–
Leveraged our core capability to add
32
–
–
Alstom, BAE Systems and Thales.
–
government to support major build projects in energy,
rail and road.
–
clients in adjacent sectors leveraging our automation and
transport product capability.
Develop our sustainable, efficient
operating model to be even more
agile and easier for our customers to
Read more on p28
carbon intensity
–
–
–
commitment achieved in 2022.
–
implementation to support finance
–
completed rollout of a single
platform to manage all Group
transportation activity.
0.31
1,600+
–
class’ performance.
–
pillars (see pages 36 to 41).
–
– Further expansion of digital capabilities in Transport
Embed an inclusive culture, supporting
colleagues, to attract and retain the
most talented people in the supply
chain industry.
Read more on p36
Link to KPI – Employee engagement
– Strengthened our talent through robust succession planning alongside key
management recruitment to broaden our skills offering.
– Through continuous funding, our defined benefit pension scheme position
executed investment strategy over recent years.
– Launched our People Campus service, sharing labour resources in geographical
areas, offering people more flexibility and our customers better peak resource
coverage.
–
embedding our diversity and inclusion strategy by becoming a Disability
Confident Employer and gaining Silver Armed Forces Covenant status.
–
Essential Management training for front line managers.
– Expanded the intranet to all employees
across the business, including drivers
–
inclusive process across the business.
–
implementation completed ensuring our
40%
385
1 Excluding the CEO and CFO.
– Further develop our ‘People Promise’ by continuing
to deliver on our diversity and inclusion strategy,
colleagues.
– Continue to develop key skills for the future across digital
–
– Continued enhancement of our proposition through
06
Annual Report and Accounts 2023
Develop innovative products and
to our customers, and therefore to
Read more on p02
earnings per share
– Autonomous Mobile Robot (AMR) deployment at Cygnia creating
a multi-client, scalable eFulfilment solution.
–
provide 4PL services including planning, optimisation, procurement
and supplier managed customer reporting.
– Product organisation created to accelerate automation and control
– Our Innovation Centre has hosted over 3,500 visitors including 1,000
– W² Innovation programme identifying
–
largest to date.
–
89 global start-up participants
ranging from robotics to data
analytics to people engagement.
–
–
–
–
Wildcard (robotics and automation).
117,000
237%
– Develop robot product catalogue and capability to deploy
at scale across multiple clients and brands.
–
– Enhance core Warehouse Management System (WMS) and
Carrier Management Service deployment speed.
– Deploy Wincanton Supply Chain Integrator (WSCI) for large
infrastructure projects.
– Build and deploy our integration and data reporting
capability to underpin our core products.
in foundation and strategic
markets, leveraging our capabilities
Read more on p03
profit before tax
–
–
Investing in Cygnia to create our multi-client AMR eFulfilment
–
Further investment in automation at The WEB, our highly automated, shared
–
–
–
the construction of Hinkley Point C.
–
Expanded in our foundation
markets, enabling existing clients
Partners and Wickes.
–
Leveraged our core capability to add
32
–
–
Alstom, BAE Systems and Thales.
–
government to support major build projects in energy,
rail and road.
–
clients in adjacent sectors leveraging our automation and
transport product capability.
Develop our sustainable, efficient
operating model to be even more
agile and easier for our customers to
Read more on p28
carbon intensity
–
–
–
commitment achieved in 2022.
–
implementation to support finance
–
completed rollout of a single
platform to manage all Group
transportation activity.
0.31
1,600+
–
class’ performance.
–
pillars (see pages 36 to 41).
–
– Further expansion of digital capabilities in Transport
Embed an inclusive culture, supporting
colleagues, to attract and retain the
most talented people in the supply
chain industry.
Read more on p36
Link to KPI – Employee engagement
– Strengthened our talent through robust succession planning alongside key
management recruitment to broaden our skills offering.
– Through continuous funding, our defined benefit pension scheme position
executed investment strategy over recent years.
– Launched our People Campus service, sharing labour resources in geographical
areas, offering people more flexibility and our customers better peak resource
coverage.
–
embedding our diversity and inclusion strategy by becoming a Disability
Confident Employer and gaining Silver Armed Forces Covenant status.
–
Essential Management training for front line managers.
– Expanded the intranet to all employees
across the business, including drivers
–
inclusive process across the business.
–
implementation completed ensuring our
40%
385
1 Excluding the CEO and CFO.
– Further develop our ‘People Promise’ by continuing
to deliver on our diversity and inclusion strategy,
colleagues.
– Continue to develop key skills for the future across digital
–
– Continued enhancement of our proposition through
07
Annual Report and Accounts 2023
Strategic report
08
Annual Report and Accounts 2023
People Campus, a groundbreaking
to benefit from flexible, skilled,
and engaged colleagues in specific
geographical areas.
Doncaster in April 2022, providing our
customers access to over 150 skilled,
permanent, part-time colleagues
across four geographically close
complementary peaks, providing natural
The Wincanton People Campus
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.
Northampton in October 2022, providing
over 50 skilled Wincanton colleagues.
The use of exclusively part-time and
flexible colleagues from Wincanton People
Campus has maximised engagement
available hours, Wincanton is reaching
By providing a more secure, inclusive
created a more productive and committed
of our People Campus colleagues too.
Over 25% of the team have already been
upskilled to operate the latest materials
handling equipment technologies.
average of
22.7%.
09
Annual Report and Accounts 2023
Strategic report
continued
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Annual Report and Accounts 2023
Operating from Wincanton’s Cygnia
distribution centre in Northampton,
home to some of the UK’s leading mid-
brands, our shared user robotics
solution is transforming eFulfilment
Our investment in collaborative
greater flexibility in our operations
for customers, enabling us to better
manage the fluctuating product
Comprising 48 AMRs, 283 racks and
12,000 inventory locations all fully
management system, this smart,
safe and flexible goods-to-person
labour intensity and improved
Complementary customers, including
in UK mid-market eCommerce, have all
benefited from high volume throughput
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
order output is increased substantially
over short time frames. Our robotics
solution ensures eCommerce brands
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.
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Annual Report and Accounts 2023
Strategic report
continued
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Annual Report and Accounts 2023
Our deep understanding of managing
scale has played a major role in
the implementation of additional
sq ft national distribution centre (NDC)
in Worksop, Nottinghamshire. The NDC
is managed by Wincanton on behalf of
over 600 colleagues on site.
collaboratively to replace the previous,
automation and robotics infrastructure
designed to increase operational
performance and productivity.
delivery of the project and our project
Our capability to implement automation
projects in a live environment
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
Wincanton team at Worksop achieving
The transformation of inbound goods
seen throughput capacity increase by
24% from 1.7 million cases to 2.1 million
pick accuracy has been maintained,
even as the number of SKUs handled
increased by 33%.
Introducing further automation
handling equipment (MHE) moves for
pallets supporting the small item pick
area and facilitated the redeployment
13
Annual Report and Accounts 2023
Strategic report
continued
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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
deliveries to customers’ homes across
Greater London and the Southeast
journey to sustainable fulfilment.
The adoption of these electric vehicles
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.
conveniently placed on the border of
London to deliver almost one million
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
emissions across the business by 2040. In
delivery service in the UK to offer a carbon
neutral solution to our customers.
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Annual Report and Accounts 2023
Strategic report
Wincanton continued to build on its strength in transport,
Core to our offering is our expertise in managing dedicated
unrivalled delivery expertise, operational excellence, and our
industry-leading technologies.
scale and provide a clear roadmap for continuous operational
improvement.
We have also continued to invest in transport technology and our
visibility and reduces complexity for our customers. This asset
agnostic system transforms subcontractor management and
strengthens Wincanton’s capabilities as the 4PL of choice.
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,
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
sustainability and efficiency of the supply chain for Primark.
operations, improving accuracy and real-time visibility.
16
Annual Report and Accounts 2023
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 CO
2
The asset agnostic platform
brings together the management
customers’ fleet assets and Wincanton’s
end-to-end management of all transport
provides data and insight for continuous
improvement and ensures a better
understanding of our customers’ needs.
Building on our 25-year relationship,
its lead partner for transport services.
Sainsbury’s is to benefit from a
simpler and stronger transport service
innovation and best practice across
operations.
advanced technology to the
operations, alongside upgrading the
reduction targets by 2035.
Wincanton is a trusted supply chain
services since 2006. The partnership
has consistently excelled to support
and Ireland. During the partnership,
Careful, cross-functional planning of
and the team remained agile and
flexible to adjust to the requirements
of the customer.
Wincanton has been selected to
manage all national transport
the UK’s leading value-fashion
omnichannel retailers, for the next
three years.
vital, national transport services from
the retailer’s national distribution
Look’s 400 stores across the UK and
and-collect services.
for its partnership approach, offering
an efficient operating model and clear
roadmap for continuous operational
improvement and technology
implementation across the next
three years.
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Annual Report and Accounts 2023
Strategic report
Good progress was
made in implementing
our strategy, particularly
in automation
and robotics.
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.
particularly in automation and robotics.
The unexpected loss of a Government contract, on top of the
and falling volumes across all consumer markets, has meant that
generate a robust recovery in 2025 and beyond. Our balance sheet
remains strong and the funding position of our pension fund is much
improved.
For the year ending March 2023, Wincanton delivered underlying
long-standing relationships during the year.
have made in this market. We have recently extended our services
address this.
fuels such as hydrotreated vegetable oil (HVO).
in transport and our innovative robotics solutions. We continue
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
18
Annual Report and Accounts 2023
challenging economic situation is having on our colleagues and their
families this year. We are particularly grateful for their continued
Our health and safety record has again been outstanding, even
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
managers and management population are feeling more positive
about Wincanton and the direction of the business. The level of
and described an open and inclusive leadership. To many of them,
acted as interim CFO prior to Tom’s arrival.
In November and December of 2022, a formal and comprehensive
functioning Board, offering the right balance of challenge and
colleagues for their support and their commitment to the success
The Board is recommending a final dividend of 8.8p for the year
ended 31 March 2023. If approved at our Annual General Meeting,
I am pleased to report continued improvement in the funding of the
on future funding that is satisfactory for all parties.
In eFulfilment, further investments have been made in robotics
and automation, strengthening our offering and presenting
flexible fulfilment solutions. Investments in robotics and automation
also represent a significant opportunity in our foundation markets of
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
there is a substantial degree of protection against falling volumes.
this type of contract provides much greater potential to use our
transport technology to create further benefits.
This change of focus in our transport business means that,
contracted-in haulier vehicles to service our customers rather than
sheet and enable us to gear up our investment in technology,
automation and robotics. Our accounts for the year reflect this
adequate returns.
spending, customer volumes and hence our profit and revenue.
Despite this backdrop, our recent strategic progress positions us
see further opportunities to deploy capital across our portfolio.
19 May 2023
19
Annual Report and Accounts 2023
Strategic report
Our strategy delivered
a strong result in FY23
despite the prevailing
macro-economic
challenges, particularly
with regard to retail
volumes and inflation.
progress, delivered against a backdrop of challenging conditions
in our end markets. We delivered the highest underlying profit
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
the quality of our operations, the strength of our track record and
the benefits of our continually evolving service offerings.
–
–
underlying profit before tax up 6.9% to
–
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.
20
Annual Report and Accounts 2023
excellent. Our full year underlying profit before tax increased
by 6.9% versus last year to deliver a record result. Public sector
enhancing the Group’s profitability. Despite continuing inflationary
all impacted by the broader market pressures experienced in the
current economic environment. Revenue increased by 2.9% versus
Service performance remains a key strength for the business. On
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.
markets, our eFulfilment sector continued to progress this year
difficult for the same reason.
period for The White Company ahead of their move this year into
This area of the business is also an important test bed for our
automation ambitions. Our Autonomous Mobile Robot (AMR)
the picking of more than one million items and is over-delivering on
our productivity expectations.
distribution centre at Dartford. The 450,000 sq ft purpose-built
become the sole supply chain partner for Wickes’ kitchen and
since 2017, gradually expanding its services over time to cover the
management of 50% of Wickes’ kitchen and bathroom transport
bathroom deliveries.
on our reputation for continued service performance excellence,
despite the challenges brought about by global supply issues. We
service overseeing the end-to-end management of all customer
We supplemented our continued management of Border Controls
Government in healthcare for the pandemic response, PPE storage
and recycling activities. Whilst the loss of one material HMRC
consulting opportunities.
much more challenging. In both our bulk tanker and construction
market haulage.
21
Annual Report and Accounts 2023
Strategic report
continued
volumes in the year due to consumer spending pressures, resulting
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
the Group’s repositioned transport strategy. Our proven ability to
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.
Alongside our dark store, this extends a more than 20-year
are a big part of our strategic drive for further automation in our
the sector. The delivery of major automation projects for both Britvic
to thrive in complex operational situations.
General Merchandise continues to provide a solid foundation for
particularly in the second half of the year. Overall revenue for the
I am thankful to the
Wincanton team who
has delivered excellent
performance in a
difficult economy.
transport technology. We also launched the distribution of solar
panels on behalf of City Electrical Factors from our shared-user
fulfilment centre.
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
particularly to increase the productivity of picking operations. Our
proposition. Our strategy is based on being the best partner to
both manage dedicated fleets and to provide efficient and reliable
contracted partners. Data reporting tools enable better control of
operations and inform longer term strategic choices.
Merchandise remain the foundation of our business, providing scale
environments. They also provide the best opportunities for both our
this year. High volume eFulfilment volumes have been suppressed as
offer. The market remains underserved by logistics partners of scale
eFulfilment sector.
22
Annual Report and Accounts 2023
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
delivery. Important lessons have been learned to inform our future
value proposition.
ESG and ‘The Wincanton Way’ remain a priority for the business.
For the environment, our premium home delivery service has been
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
investment in electric vehicle technology to enable IKEA’s goal of
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.
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
focus on training, apprenticeship and graduate programmes. We are
structures, systems and controls remain business focused and agile.
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
innovation and technology to deliver greater supply chain value
We are accelerating our automation and robotics plans, investing
in resources to deliver more solutions to customers. As a result,
those looking to bring more technology to their sub-contracting
arrangements.
The Group remains confident in its strategy to continue delivering
improvement in market sentiment.
19 May 2023
23
Annual Report and Accounts 2023
Strategic report
Wincanton is working smarter to deliver transformative
and innovative supply chain solutions which solve the
problems its customers face every day.
and robotics implementation at Cygnia, our specialist mid-market,
eCommerce and multichannel distribution centre in Northampton.
best serve the changing needs of its customers in the retail and
24
Annual Report and Accounts 2023
A.
‘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
A.
innovation at Wincanton. This unique space
customers, partners, colleagues, community
are innovating, testing and learning across our core
We are also enhancing our data capabilities,
and bring real value to our customers.
A.
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
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
capital to create capability is our differentiator
focused career maintaining and understanding the
logistics a much more attractive opportunity to ‘next
generation’ candidates.
A.
Our continued investment and development of
to deliver an asset agnostic transport solution
to better plan and optimise fleets. This digital-
of our customers’ fleets, managing their sub-
contractors in a 4PL model to realise efficiencies
in capacity and utilisation and reduced CO
2
emissions to meet our customers’ needs.
A.
W² Labs is the only UK-based innovation lab to
be run by a supply chain and logistics partner. It is
address our customers’ challenges today and
future. Our carefully refined process makes sure
By applying innovative technologies to these
of the future to best support British business.
A.
and digitally connects buyers and sellers of
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
a digital ‘day in the life’ of the job, giving future
Wincanton has benefited from the ability to
solving skills. From ‘hi to hire’ of better quality
candidates in as little as 24 hours has significant
value for our customers.
25
Annual Report and Accounts 2023
Strategic report
High inflation puts pressure on consumer
spending as rising costs are passed
through the supply chain.
The UK has experienced high inflationary pressures and
stress on the economy.
by raising interest rates impacting consumer spend. As
a consequence, businesses are focused on resilience,
prioritising costs and competitiveness.
We mitigate inflationary cost pressures through our
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
managing this challenge.
implement resilient procurement strategies to minimise
supply disruption and mitigate cost increases for our
customers. We also continue to build on our strong
operational efficiencies as the economy recovers.
Competition in the job market for similar
skill sets means retention of valued
colleagues is vital.
retirement and an ageing population have caused the UK
1
of
UK employers reporting difficulties in finding the talent
2
Our innovative People Campus is a solution to the
recruitment and resourcing challenges faced in supply
from flexible, skilled and engaged colleagues in specific
geographical areas.
Sponsor in Generation Logistics, an industry-led
programme of engagement and promotional activities
Our apprentice programmes continue to engage and
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
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
2 Supply Management, Logistics sector on a ‘cliff edge’
26
Annual Report and Accounts 2023
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.
come to market.
The Group continues to invest in supply chain innovation,
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
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.
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
on accountability. As a result, businesses’ responsibility
supply chain.
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).
future customer engagement, offering the highest service
standards of sustainable supply chain operations.
–
–
–
– 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
litres of hydrotreated vegetable oil (HVO) biofuel this year
evaluate opportunities to deploy alternative fuels as and
27
Annual Report and Accounts 2023
Strategic report
We employ 20,300 people nationally and focus on
strengthening our inclusive, diverse and supportive
allocation from our leadership team enable our colleagues
to deliver our strategic priorities.
our customers, partners and suppliers, and communities.
We also have strong stakeholder relationships through
and unions.
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
and shared use. Our Cygnia and Rockingham
operations are examples of us providing multi-
client, automated solutions in a flexible operating
contractor fleets.
We are investing in the development of our
technology-enabled products to solve customer
problems and deliver sustainable supply chain value.
and deploy innovative solutions to the challenges they
business anchored in the General Merchandise
experience enables us to effectively extend our
customer relationships and expand market reach.
The Wincanton Way
for success in becoming the UK’s
most innovative, effective and
trusted logistics company.
The Wincanton Way
Innovation
The W
2
Labs programme
and Innovation Centre
enable us to ‘identify, test
delivering mutual value.
28
Annual Report and Accounts 2023
We deliver consistent, high-quality
outcomes underpinned by a continuous
improvement ethos.
and enabled to be their best.
We create a positive impact in our local
communities and add social value.
We encourage and value our supplier’s
contributions to enable better supply
chain solutions.
We are focused on creating long term
value to distribute to our shareholders.
By analysing, optimising and then transforming the supply chains,
We act as brand ambassadors for our customers, delivering products and
services into their customers’ homes, and ensuring a great experience
We are the supply chain experts at the heart of British supply chains,
We create and deploy processes and technologies internally and for our
customers to reduce environmental impact and to enhance long term
social value.
We enable our people to be their best through collaborative and supportive
management processes. The skills, capabilities and experience of our
29
Annual Report and Accounts 2023
Strategic report
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
standard measures from the Global Reporting Initiative (GRI).
Read more about the UN SDGs
As required by the non-financial reporting requirements
employees, social matters, respect for human rights and
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.
be the long term supply chain partner of choice for net-
zero solutions in transport, fleet, property, infrastructure,
– our premium home delivery service has been carbon
–
and present carbon reduction proposals to our customers
during 2023.
–
–
–
–
–
–
through innovation and continuous improvement.
331
2
225
2
4,590
2
1.41
63.8%
Strategic report
30
Annual Report and Accounts 2023
0.31
59%
48%
the age of 34
8.2
1
environment and to create greater social value. We do this by
developing and caring for our colleagues and strengthening
operate in.
– looking after ourselves and others – providing an
environment that considers all aspects of health, safety
–
–
– enriching local communities by actively supporting
– strengthening social value partnerships, making a
positive impact through our suppliers and partners
–
value vision and commitments.
Our governance strategy is aligned to our ambition
–
– is appropriate to the size, scale and operations
–
– is transparent and agile to respond to the needs
– reflects the Board approved risk appetite for legal
–
– provides assurance that the business has adequate
–
–
–
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
1 As at 18 May 2023.
31
Annual Report and Accounts 2023
Strategic report
Our environmental programme is overseen by the Head of
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
our headline ESG targets, such as our commitments to achieve
net-zero emissions by 2040 and to double our recycling rates from
Our Environmental Management System (EMS) is certified to
ISO 14001 and available across the business to all sites. The EMS
they arise.
and customers to develop sustainability projects covering our
contract operating locations. These projects are designed to reduce
continual year on year reductions in our annual carbon emissions.
and adopted the Achilles ‘Carbon Reduce’ process for certification
actions, policies and strategies to address climate risks and
opportunities and have achieved carbon reduction performance
for operational control. Carbon factors used are as per Defra
generation and distribution emissions included as scope 2 emissions.
UK grid average emissions for the purposes of this Annual Report
We record and publish energy and fuel use for managed supplies,
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
We recognise that scope 3 emissions are material to interpreting our
target. We have included scope 3 emissions in our Annual Report
(CRP) for some time. Our scope 3 emissions are calculated from
spend reports and from journey data provided from our Winsight
and distribution’, primarily sub-contract road freight, and ‘business
travel’ categories of scope 3 emissions. Additional, quantified scope
Our commitment to net-zero carbon emissions by 2040 is an absolute
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
tonnes of carbon dioxide equivalent (tCO
2
The increase in scope 1 transport emissions is caused primarily by the
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
programme to the most relevant UN Sustainable Development
the detail of their implementation, and contributing to a range of
supply chain partner for our customers as they continue to define
continued
32
Annual Report and Accounts 2023
Read more about our carbon
targets and performance
2040
commitment to net-zero
Energy use (MWh) 2021/22 2020/21 2019/20
Scope 1 transport 1,252,200 1,175,113 1,145,210 1,207,317
Scope 1 non-transport 72,171 149,718 134,995 120,207
Scope 2 electricity 80,916 83,943 80,562 83,767
Total energy (MWh) 1,405,287 1,408,774 1,360,767 1,411,292
Carbon emissions (tCO
2
e) 2021/22 2020/21 2019/20
Scope 1 transport 297,956 278,295 275,512 295,547
Scope 1 non-transport 15,830 36,504 32,879 28,810
Scope 2 electricity 17,079 19,401 20,398 23,229
330,865 334,200 328,789 347,586
2
225 235 270 290
Scope 3 emissions 71,435 - - -
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.
33
Annual Report and Accounts 2023
Strategic report
continued
continued
Wincanton has communicated its net-zero strategy and targets to
each of its customers and provided net-zero roadmaps for transport
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
continuous improvement measures and deployment of our Winsight
We continue to operate a small number of biomethane trucks and
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
–
resources, desertification and deforestation
impacting food and product supply chains
–
e.g. droughts and floods leading to disruption
to supply chains and disrupted markets
– The Group’s strategy includes formulating
–
– Identified risks are addressed as part of
–
to run fleet
–
impairment costs
–
but opportunity could arise if competitive
advantage in landscape is secured
–
zero emissions technologies such as catenary
and charging infrastructure and hydrogen fuel
cell vehicles
– Increasing regulatory reporting and compliance
The compliance costs could impact our
– Reputational damage for failure to meet
climate change demands and commitments
–
and reporting to the ESG Committee
– Monthly reports on carbon emissions for each
business sector
– Integration of sustainability into our
operational excellence programme
– Clear roadmaps and targets
–
sustainability priorities. Requires changes
efficiencies especially if driven by the customer
– Seeking to double recycling rates from
–
deliver innovative, more sustainable solutions
circular economy
–
impacting our ability to drive efficiencies
–
–
energy use as feasible
–
– Utilising tax and other incentives to drive
climate transitions
Short
–
premium home delivery operation and offer
carbon neutral services to our customers
– Carbon offsets used in addition to
our initiatives to meet carbon neutral
commitments. Certified carbon credits using
international projects in Uruguay and India
local communities
–
strong ESG credentials. Sustainability linked
transparent performance reporting
–
commenced so the Group is ready for the next
refinance before March 2027
34
Annual Report and Accounts 2023
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.
up to 16.7 tonnes into service on our premium home delivery fleet
customers on more trials and deployments of electric vehicles as
availability increases and electricity price volatility reduces.
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.
purchase carbon credits to offset residual emissions from 2025. We
have been evaluating and collaborating on the installation of rooftop
projects beyond this.
maintain a carbon neutral premium home delivery operation. These
projects deliver environmental and social value to communities in
Learn more about our carbon
reduction plan
progress against.
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%.
We have continued to consolidate our preferred packaging supplier
economy principles into our packaging sourcing in collaboration
live during early 2023.
science-based target (SBT). We evaluated an SBT during 2023
approach for many companies, decarbonisation trajectories for
the freight transport sector remain unclear. Our progress against
electrification technologies and infrastructure, potentially including
35
Annual Report and Accounts 2023
Strategic report
million hours of social value by 2025.
–
–
–
–
and innovative impact through our suppliers and partners.
The safety of our colleagues and everyone affected by our processes
is of paramount importance and is non-negotiable. While there is
programmes.
Injury Frequency Rate (LTIFR) measure. We exceeded our target
of 0.33 and delivered an LTIFR of 0.31 against a backdrop of busy
our safety standards are present from the outset.
Based on our target of 3.8 for Total Incident Frequency Rate (TIFR),
incidents that can become a lost time incident. We also focus on
a target of 5.7.
This year has seen enhancements to our accident investigation
near misses.
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
users, particularly cyclists.
an even higher level of training quality and numerous innovative
opportunities and builds strong foundations for our commercial
training offering.
environmental sustainability and quality is supplemented by regular
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
acquiring their licence through Wincanton’s Driver Academy,
alongside delivering the Government’s Skills Bootcamp courses.
training accreditations for the Institution of Occupational Safety
and Health (IOSH), the National Examination Board in Occupational
Environmental Management and Assessment (IEMA).
technology can improve the effectiveness of courses. For example,
(VR) fire safety solution, using a fire extinguisher as part of the VR
experience.
dedicated training and research facility. The Centre for Logistics
industry leading training. CLEAR has ambitious plans for the site that
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.
continued
36
Annual Report and Accounts 2023
A strong culture of care is critical to the creation of a safe
on our 20,300 colleagues to deliver for our customers every day.
included and safe.
Trust and My Time and received a NPS of 100%.
their stories, promoting openness and encouraging colleagues
communications channels.
Our culture of care has been supported through the launch of
platform ‘MyPlace’. Here our colleagues can find support, advice,
Trust, our employee assistance programme service provider. This
counselling support increased by 21.5% and helpline support
increased by 17.2%.
including Mates In Mind, Able Futures, Access to Work Mental Health
Support Service and Ingeus.
We have continued to develop and deliver training programmes for our
mental health first aiders across Wincanton has increased by 42%.
Satisfaction among our colleagues regarding Wincanton’s support
positive response to our approach.
8.2
385
37
Annual Report and Accounts 2023
Strategic report
continued
given the right support and opportunities to reach their full potential,
Our Diversity and Inclusion Steering Group is chaired by Chief
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
an increase of 9 percentage points on the prior year.
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.
Armed Forces Covenant. Run by the Ministry of Defence, this
providing exceptional support to the armed forces and defence
community though recruitment, policies and training.
experience of the criminal justice system. The pilot programme has
provided employment opportunities for 30 individuals on Release
across the UK.
We achieved Level 2 Disability Confident Employer status,
ability to recruit, retain and develop our disabled colleagues. We
learning disabilities.
opportunities to use this engaging and innovative training platform
throughout our business.
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
our colleagues, hosting virtual events to highlight our participation in
introduced a menopause policy.
bring together funding to support thousands of apprenticeships
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
apprenticeships to friends and family of Wincanton colleagues, as
Our apprenticeship programmes are designed to develop and
We offer over 80 different programmes reflecting the breadth and
dedicated to apprenticeship learning.
engaged in apprenticeships.
programme completion, compared to 76% last year. We continue
to deliver night shift apprenticeship programmes due to demand.
more inclusive, enabling colleagues to enrol for an apprenticeship
daytime face to face sessions.
We continue to see colleagues embark on a second, higher level
some 8.3% of learners completing a second apprenticeship this year.
Our apprenticeship programme continues to be recognised at a
38
Annual Report and Accounts 2023
We are committed to understanding and reflecting our local
service partner for the construction of EDF Energy’s
UK to unlock their potential.
to enjoy a fantastic outdoor space. The team used materials
This year, HRH The Duchess of Edinburgh visited the centre
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.
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.
39
Annual Report and Accounts 2023
Strategic report
to encourage engagement and reduce levels of attrition among
We have delivered 2,016 courses through Elevate, our online
include industrial and employee relations and essential management
incorporated data, engineering and sales and account management.
We continue to invest in, develop and support our colleagues’ career
learning management platform this year. MyLearning provides our
programme for future generation, high potential leaders. The first
increase in participant numbers.
We are dedicated to making driving a more inclusive, flexible and
properly resourced and capable of meeting their needs.
drivers. With 48% of this years’ intake aged under 34, and 3% female,
the programme continues to develop a more diverse pool of drivers.
Our graduate programmes continue to focus on developing the next
and 20% are from ethnic minority backgrounds. Our graduates
people across the UK.
Wincanton has played a prominent role in Generation Logistics,
in supply chain and logistics. Led by Logistics UK and the Chartered
Institute of Logistics and Transport (CILT), Generation Logistics
opportunities available.
our industry to schools and universities, and to key government and
parliamentary stakeholders.
We are focused on developing the future skills required in supply
an Early Careers Manager to facilitate the delivery of our early
continued
40
Annual Report and Accounts 2023
Wincanton’s achievements in developing the next
generation of supply chain talent, the investments
people strategy”.
Ben Wrigley, Group Employee Relations Case Manager
Group Employee Relations Manager. Since joining he has
driven a more strategic approach to colleague engagement
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.
41
Annual Report and Accounts 2023
Strategic report
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.
including climate-related matters.
expertise and stakeholder interactions relating to sustainability and
climate change.
The Audit Committee has oversight over non-financial disclosures
controls relating to the prevention and detection of fraud and bribery,
sessions during the year to enhance their expertise in ESG and
climate-related change.
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
Our governance position relies heavily on the rollout of appropriate
selected UN Sustainable Development Goals and GRI reporting
continued
–
for as a company
– Underpinned by a
robust corporate
– Applied across
the Group
– Mandatory training
at induction
– Speaking Up is the right
thing to do
– EthicsPoint provides
our helpline and
reporting portal
–
encourage an open and
transparent culture
– Modern slavery
statement is on
– Modern slavery
and targeted training
– Supply chain risk
assessment and
social audits
– Personal data is only
collected and processed
our Company policies
and legal requirements
– Systems and processes
are assessed before
implementation to
ensure data is securely
processed and stored
– Zero tolerance policy
– Mandatory e-learning
training module
– Gifts and hospitality
approval process
and register
– Climate-related targets
(carbon reduction)
– ESG strategy
– ESG target setting
– ESG performance
– Communication
– TCFD reporting
– Non-financial disclosures
– Compliance oversight
– Climate-related risks
Learn more about our ESG reporting
42
Annual Report and Accounts 2023
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.
42 and 58
Management’s role in managing
climate-related risks and opportunities
Operating Officer and is managed by the Head of Sustainability. Climate change
identify business opportunities presented by climate change.
64
What are our climate-related risks,
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’
34 and 64
What is the impact of climate-
related risks and opportunities
on our business, strategy and
We have made a commitment to net-zero carbon emissions. We deploy processes
the long term. Details are provided in our ESG report.
32
Wincanton has not yet completed a formal assessment of business resilience
the associated condition statements to complete this no later than 2024. As
More details can be found in the risk report.
comments on opportunity identification and integration into business strategy
and financial models.
58 and 59
34
related risks and opportunities facing
Climate-related opportunities are considered monthly as part of our strategy
27 and 58
Our scope 1, 2 and 3 GHG emissions 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
33
risks and opportunities
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
98
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
a business resilience analysis through climate scenario modelling
Initiative can be found.
to achieve net-zero carbon emissions by 2040 and have made a
commitment to be the leading third party logistics partner of net-
disclosures to enhance our reporting for stakeholders.
43
Annual Report and Accounts 2023
Strategic report
20,300
We cannot operate and achieve our
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.
An engaged team is a productive team,
continually improving and delivering for
our customers.
– Our annual employee engagement
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
share feedback and have their say. Our
colleagues are also encouraged to share
line managers through open and honest
conversations.
84
As a leading supply chain partner for UK
business, our customers are at the heart
partner to many of the UK’s most admired
and essential brands, businesses and
organisations. Our long term relationships
deliver consistent returns.
Customer engagement is vitally important
services our customers require.
– Our Board and EMT regularly visit the
they operate and the value delivered
– Our account management and business
development teams hold quarterly
understand their needs.
– We host events for our customers at
our Innovation Centre at The WEB,
technologies, trends and processes.
7,740
Wincanton appreciates the importance
Company and its shareholders. Directors
and certain fundamental decisions taken
in public companies must take place by
resolutions being passed by shareholders
in general meeting.
– Our Annual General Meeting (AGM)
is an opportunity for shareholders to
meet members of the Board, to receive
questions on performance and strategy
–
date information on business activities
and hosts press releases and share price
information.
–
institutional shareholders and analysts
during the year (see Board engagement
on page 78).
1 Tier 1 and 2.
44
Annual Report and Accounts 2023
2,000+
A strong ecosystem of suppliers is
important to our business. We rely on
their skills and products to provide vital
development.
Every supplier forms part of a category
procurement support.
–
Payment Code for our SME suppliers,
ensuring those suppliers are paid fairly
and on time.
– We insist on our suppliers being
accredited to our assurance platform
our values.
–
Managers including quarterly sessions
industry trends and innovation.
–
initiatives to our suppliers, for example the
use of Wincanton’s surplus Apprenticeship
Levy to invest in SME suppliers.
Wincanton is a people business, and
deliver for our customers every day.
continued success.
important part of embedding our inclusive
–
Ministry of Defence Armed Forces
to the defence community through
– achieving Level 2 Disability Confident
Employer status for our ability to
recruit, retain and develop our disabled
–
HMP Thorncross and charity Inside
Connections, providing employment
opportunities for 30 individuals on
–
and Mencap, to create employment
learning disabilities.
2,500
the Government, regulators and trade
as provide industry insight and guidance
for policy development.
transparent manner.
– We aim to make all regulatory filings
accurately and on time. We have
Financial Reporting Council (FRC) in our
Audit Committee report (see page 89).
–
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.
–
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.
Products and services
Markets
Operating model
People
See the Governance section on page 78 for Board engagement and oversight.
45
Annual Report and Accounts 2023
Strategic report
continued
Long term consequences
Employee interests
stakeholders
Community and
environmental impact
Maintaining high standards
Acting fairly
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.
job satisfaction for colleagues. Racking reconfiguration makes for a
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
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
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.
The Board approved the decision to invest in a long term (15-year)
contracts and opportunities already identified in the pipeline but
economy and is expected to create up to 100 jobs including flexible
challenges being faced in supply chains and logistics.
major contracts move from one site to another in future.
An existing customer had requested that storage space be released
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
for the long term success of the Company.
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
Through scale, it helps Wincanton create a greater infrastructure for
and better central support functions, such as HR.
this decision strengthens that relationship and builds on Wincanton’s
demonstrated by having the exclusive rights to this opportunity.
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
and impact on the Group’s key stakeholders in its discussions and the decisions it takes. This year such decisions have included investment in
46
Annual Report and Accounts 2023
A.
shift managers and administrators.
A.
We have continued to learn lessons from experience
engagement differed dependent on tenure. As a result,
the previous year. We have also kept to smaller groups
A.
Latterly, the macro-economic environment has figured
about levels of pay and increasing customer demands,
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 career development.
Colleagues have voiced their frustrations to me about
issues include the additional pressure on line managers
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
culture and talent retention should take this into account
more effectively for our people at these customer sites.
Stewart Oades is
Wincanton’s Non-
executive Director
with responsibility for
workforce engagement.
Each year he sets out a schedule
of employees at different sites
and reports back to the Board,
People Officer to raise issues and clarify points raised at those
A.
The People team has specific responsibilities to address the
points raised in the engagement sessions. I am very pleased
–
Welcome, and Essential Management Skills. We also
focus on bringing to life and embedding our Wincanton
values and desired behaviours.
–
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
localised commitments to action. These are tracked
and supported by the Engagement Champions.
–
quarter of 2023 to replace the existing platform. This
sign-on and is a modern, engaging tool for our learners,
accessible from any portable or office located device.
personal development aspirations, at a time and place
that suits them.
help people consider their career journeys.
driven throughout 2023 and a communications plan and
from our internal marketing and communications team.
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.
A.
I have reached the limit of my tenure as a Non-executive
colleagues.
47
Annual Report and Accounts 2023
Strategic report
Wincanton tracks its progress against a mix of financial
and non-financial measures, which we believe best reflect
the delivery of our strategy.
2023
1,462.0
2022
1,421.4
2021
1,221.9
2020
1,201.2
2019
1,141.5
Consolidated
Group revenue.
1
2023
42.5
2022
40.8
2021
32.0
2020
36.1
2019
33.5
Profit for the year
attributable to
Wincanton plc
shareholders before
non-underlying items
and related tax, divided
average number of
shares in issue.
1
2023
62.1
2022
58.1
2021
47.2
2020
52.8
2019
49.3
Profit before tax
before non-
underlying items.
(30.3)%
2023
38.2
2022
54.8
2021
46.2
2020
43.8
2019
48.6
Statutory IFRS profit
before tax.
(30.1)%
2023
26.9
2022
38.6
2021
31.5
2020
31.1
2019
34.5
Profit for the year
attributable to
shareholders divided by
number of shares in issue.
1
2023
2022
2021
(10.1)
2020
(19.3)
2019
B
financial liabilities
net of cash and cash
equivalents, excluding
lease liabilities.
13.2
11.9
1 Alternative performance measure - see page 56 and Note 3 to the consolidated financial statements.
3.7
48
Annual Report and Accounts 2023
0.31
2023
0.31
2022
0.33
2021
0.32
Number of lost time
incidents per 100,000
1, 2
6.9
2023
6.9
2022
6.9
2021
6.7
The score out of ten for
employee engagement
from our annual employee
2
225
2 2023 score as at 18 May 2023.
Products and services
Markets
Operating model
People
49
Annual Report and Accounts 2023
Strategic report
2, 3
7.7
2023
7.7
2022
7.6
The score out of ten for
our core diversity and
inclusion question from
our annual employee
2023
225
2022
235
2021
270
The total scope 1 and 2
carbon emissions from
managed supplies per
unit of revenue.
The Group delivered
12.6% Underlying
EBITDA growth and
6.9% Underlying PBT
improvement, against
a challenging external
environment.
strong achievement against a challenging economic environment
standalone transport contracts. Revenue increased across all sectors
We have also successfully extended our revolving credit facility (RCF)
for a further year to March 2027.
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
items reported as non-underlying in the current and prior year.
50
Annual Report and Accounts 2023
2023
2022
£m Change
Revenue 1,462.0 1,421.4 2.9%
Underlying EBITDA
1
121.9 108.3 12.6%
Underlying EBITDA margin (%)
1
8.3% 7.6% 70bps
Net financing costs (6.6) (31.8)%
Underlying profit before tax
1
62.1 58.1 6.9%
Underlying profit before tax margin (%)
1
4.2% 4.1% 10bps
Non-underlying items
2
(3.3) (624%)
Profit before tax 38.2 54.8 (30.3)%
Income tax (6.9) 27.5%
Profit after tax 33.2 47.9 (30.7)%
Underlying EPS 40.8p 4.2%
Basic EPS 38.6p (30.3)%
13.2 3.7 257%
Dividend per share 12.0p
underlying measures, including definitions and a reconciliation of APMs to statutory measures.
consolidated financial statements.
performance.
underlying profit m
argin has stre
strategy. Revenue from open book con
reorganisation and cloud computing configuration and customisation costs. Profit after tax for the year on a statutory basis decreased to
2023
2022
£m
Change
%
eFulfilment 254.1 223.2 13.8%
Public and Industrial 285.2 284.2 0.4%
Grocery and Consumer 512.5 517.6 (1.0)%
General Merchandise 410.2 396.4 3.5%
Total 1,462.0 1,421.4 2.9%
in the prior year. The Group continues to seek to balance the relative risks and opportunities presented under the different contractual
51
Annual Report and Accounts 2023
Strategic report
2023
2022
£m
Change
£m
Interest income 0.2 – 0.2
Interest on the net defined benefit pension asset 3.4 1.1 2.3
Interest expense (2.1) (3.4)
(0.4) (0.2)
Interest on lease liabilities (5.2) (1.0)
(6.6) (2.1)
March 2022.
due to a higher opening asset surplus at 31 March 2022.
2023
2022
£m
Change
£m
Restructure and impairment of transport related assets – (19.5)
Cloud computing configuration and customisation costs (4.1) 0.9
Acquisition related costs (1.0) 0.5
Amortisation of acquired intangibles (0.6) (0.5)
– 1.0 1.0
Gain on disposal of businesses 0.4 0.9 (0.5)
Net profit on disposal of assets and freehold property – 0.5 (0.5)
(3.3) (20.6)
the Group to reconsider its current cash generating units (CGU) from an impairment perspective. The Group has recorded an impairment of
to the in-house Oracle Fusion platform. The payroll implementation started in October 2022 and has been carefully managed around peak
expected to be charged to non-underlying items relating to the completion of the project over the next 12 months.
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
continued
52
Annual Report and Accounts 2023
2023
2022
£m
Change
£m
Underlying profit before tax
1
62.1 58.1 4.0
Underlying tax charge (7.5) (2.2)
Non-underlying tax 4.7 0.6 4.1
Tax charge as reported (6.9) 1.9
Effective tax rate on underlying profit before tax 15.6% 12.9% (270bps)
payments as the tax rate increases to 25% from 1 April 2023.
offset by an increase in the underlying effective tax rate from 12.9% to 15.6% as explained above.
gains on business disposals.
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.
2023
2022
pence
Interim 4.4 4.0
Final 8.8 8.0
13.2 12.0
arrangements.
included as a liability in these statements.
53
Annual Report and Accounts 2023
Strategic report
2023
2022
Restated
£m
Change
£m
Non-current assets (excluding pension assets)
1
310.4 329.2 (18.8)
Net current liabilities (excluding net cash) (156.9) (4.5)
(226.9) 9.1
Net cash (excluding lease liabilities) 13.2 3.7 9.5
Net pension asset (excluding deferred tax) 114.7 114.5 0.2
59.1 63.6 (4.5)
Note 1 to the consolidated financial statements.
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.
2023
2022
£m
Change
£m
Underlying EBITDA
1
121.9 108.3 13.6
Working capital 4.1 6.0 (1.9)
Tax (3.3) (5.5)
Net interest (5.2) (0.5)
Other items 0.3 (2.7) 3.0
Repayment of obligations under leases (40.8) (7.9)
Capital expenditure (11.2) (5.3)
Proceeds from asset disposals 2.0 2.9 (0.9)
48.6 54.0 (5.4)
Pension payments (18.5) (1.6)
Dividends (14.3) (1.0)
(1.8) (1.9)
– Consideration – (23.9) 23.9
– Additional net assets acquired – (3.7) 3.7
9.5 (8.2) 17.7
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
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.
continued
54
Annual Report and Accounts 2023
Primark and BAE, and further investment in automation and innovation in our eFulfilment sector primarily at The WEB, in Rockingham and
relate to the sale of a number of specialist vehicles and other assets previously recorded as held for sale.
in respect of its long-term incentive plan commitments.
Covenant
Ratio At 31 March 2022
Leverage ratio 0.5 0.7
Interest cover 17.1 38.8
Fixed charge cover 2.6 2.7
The calculation of these covenants and reconciliations to reported numbers are included in Note 10 to the accompanying financial statements.
The Group operates a number of pension arrangements in the UK and Ireland.
deferred tax).
£m
30 September 2022 At 31 March 2022
Assets 891.1 1,256.4 1,208.3
Liabilities (1,188.8) (1,093.8)
Net pension asset 114.7 67.6 114.5
Discount rate (%) 4.75% 2.0% 2.7%
The assets have had a corresponding decrease as they are 98% hedged to movements in the liability. The deficit funding contribution in the
interest rate risks facing the Scheme are hedged to mitigate the quantum of any future movements in the actuarial valuation.
55
Annual Report and Accounts 2023
Strategic report
scenarios, the Group has adequate headroom in existing bank
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.
The Alternative Performance Measures (APMs) or underlying results
reported in this announcement represent statutory measures
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
in isolation. Additionally, underlying profit before tax is used in
determining annual bonus payments and underlying EPS is used as
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
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
– items that are significant in nature. The event or transaction is
clearly unrelated to, or only incidentally related to, the trading
– items that are significant in size. The event is considered
significant in size and therefore distorts the underlying results.
–
– profits or losses arising on the disposal of continuing or
– adjustments to amounts previously reported as non-
– the tax impact of non-underlying items.
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
From time to time, the Group is notified of legal claims in respect of
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
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
insurance providers to confirm coverage if required.
The financial statements have been prepared on a going concern
basis. Having considered the ability of the Company and the Group
the Directors have a reasonable expectation that the Company
and the Group have adequate resources to continue in operational
existence for the foreseeable future.
a going concern basis, the Directors considered the Group’s business
its banking covenants.
–
–
–
– an increase in finance charges resulting from an increase in the
continued
56
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.
loans and overdrafts and other financial liabilities excluding lease liabilities. Note 7 to the accompanying financial statements provides a
2023 2022
Underlying
£m
Non-
underlying
£m
Statutory
£m
Underlying
£m
Non-
underlying
£m
Statutory
£m
Revenue 1,462.0 – 1,462.0 1,421.4 – 1,421.4
EBITDA 121.9 118.2 108.3 (2.7) 105.6
EBITDA margin (%) 8.3% – 8.1% 7.6% – 7.4%
Depreciation, amortisation and impairments (43.6) (0.6) (44.2)
Operating profit 70.8 46.9 64.7 (3.3) 61.4
Net financing costs – (6.6) – (6.6)
Profit before tax 62.1 38.2 58.1 (3.3) 54.8
Income tax 4.7 (7.5) 0.6 (6.9)
Profit after tax 52.4 33.2 50.6 (2.7) 47.9
Earnings per share
1
42.5 26.9 40.8p 38.6p
Dividend per share 12.0p 12.0p
Net cash excluding lease liabilities 13.2 13.2 3.7 3.7
1 Refer to Notes 3 and 9 to the consolidated financial statements.
19 May 2023
57
Annual Report and Accounts 2023
Strategic report
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.
detailed operational risks identified across the Group by the sectors
and the functions, and satisfying itself that these risks are managed
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 Team responsible for execution of the management
The Risk Management Committee provides assurance regarding the
management of Group and operational risks. The Financial Assurance
Committee provides assurance regarding the management of
oversight of the climate-related risks.
The Board has delegated responsibility for the monitoring 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
function and Group.
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
management of the risk is understood and the mitigation actions
and scoring are challenged. All open actions are regularly monitored
until closed.
Sustainability.
We have adopted a proactive approach to the management of
functions providing early identification through a number of routes.
ESG Committee is also given sight of the climate-related risks for
as media scanning, and legal and market updates.
Risks arising in the business are routinely reported through the
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
The ESG Committee
provides additional
scrutiny of the
management and
reporting around our
climate related risks.
58
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
The second line of defence consists of the subject matter expert
second line also includes the EMT, Risk Management Committee and
risks and other strategic risks affecting the Group and perform deep
to provide an independent assessment of the effectiveness of risk
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.
ethics and compliance matters.
In support of our ‘people’ focus in our strategic deliberations this
Audit Committee.
Annual Audit Plan
Internal controls Policies and procedures
Control risk
self-assurance
Financial assurance
Health, safety and
environmental
assurance and business
continuity planning
People assurance
Transport compliance
Information security
Defence compliance
Risk management
Data protection
compliance
59
Annual Report and Accounts 2023
Strategic report
Current risk assessments taking account of current mitigations.
7
2
1
6
5
8
3
9
4
1
Pension
2
Recruitment and retention
3
Legal and regulatory compliance
4
Cyber security
5
Significant market changes
6
Business continuity management
7
Climate-related risks
8
Significant health, safety or environmental incident
9
Failure to develop appropriate business systems
10
Managing customer contracts and delivery of service
11
Failure to achieve strategic transformational change
product offerings
12
Economic effects such as inflation, customer confidence
and spending
FY22
8 8
12 12
8 6
15 15
15 8
4 6
12 12
6 6
10 15
9 9
10
risk
15
risk
Maximum score for an almost
impact is 25.
0
5
5
The Group maintains a register of Group (or Principal) risks and
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
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.
of both gross risk (before mitigation) and current risk (after
dependent on internal mitigating controls and to allocate resources
the Board and management teams can monitor progress to reduce
The Board has overall responsibility for risk management, for
determining the risk appetite in relation to the risk types, for
effectiveness of the risk management systems. The Risk Management
the Group risk register entries and make recommendations regarding
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
Board considers it has performed a robust assessment of principal
and emerging risks.
10
Moderate High Very high
11
12
Moderate Almost certainLikelyRare Unlikely
1
2
3
4
5
6
7
8
9
10
11
12
continued
60
Annual Report and Accounts 2023
Risk type Risk assertion Risk parameter Risk appetite
Financial
might adversely impact the integrity of financial
reporting or the strength of our balance sheet.
It is a critical requirement that financial reporting
is fair, balanced and understandable.
It is also imperative that financial risk is limited
Low
Reputational
Wincanton is perceived or adversely affect the
share price.
It is imperative that the Wincanton reputation
or share price is not impacted by media or
press comment.
Low
Legal/
compliance
requirements and manage or avoid situations or
actions that could have a negative impact on our
reputation or our brand.
–
–
–
– health, safety and environment regulations.
Low
Operational
the best use of space and maximise the return
from premises.
from each asset.
The management of our assets must be
Climate
available at commercial scale.
to offer climate friendly solutions in our transport
available.
Strategic
expect reasonable margins and returns on capital.
operating margins in our eFulfilment and Public
entrants based on advances in technology and
plans increasing revenue and margin and transforming
the capabilities of the Group, thus changing its market
risk to increase the likelihood of achieving or exceeding
The Board’s appetite for risk varies depending on the
risk type. The Group measures risk by estimating the
for compliance, reputational or finance-related risk.
Conversely, it has a higher tolerance for strategic
risk appetite.
is assessed six monthly through the risk management process, moderated by the risk management team and challenged by the
61
Annual Report and Accounts 2023
Strategic report
continued
Governance Code, the Directors have assessed the prospects
and financial viability of the Group and have concluded that they
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
threaten its business model, future performance, solvency
The Board has determined that a three year period is an appropriate
We believe that this presents the Directors and readers of
confidence over the longer term outlook. The Directors have no
as they fall due over a longer period.
Risk modelled Description and assumptions Principal risks
A challenging economic environment, in particular a further global
and profits
Increased volatility
Business continuity
Economic effects such as inflation, customer
confidence and spending
Managing customer contracts and delivery
of service
Significant changes to operating environments
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
Increased costs for labour and supplies adversely impacting
gross margin
Recruitment and retention
Legal and regulatory compliance
Significant changes to operating environments
Cyber security
can be complex, reflecting the nature of the services offered. As such,
Legal settlement leading to loss of profit
legal fees
Legal and regulatory compliance
Significant changes to operating environments
Managing customer contracts and delivery
of service
Failure to achieve strategic
transformational change
Failure to develop appropriate
business systems
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
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
sufficient liquidity and adequate headroom in the bank facilities
scenarios occurred simultaneously, only one of the covenants (net
In severe but plausible scenarios, mitigating actions are all
Based on this assessment, the Directors have a reasonable
continue in operation and meet liabilities as they fall due over
the three year period to 31 March 2026.
19 May 2023
62
Annual Report and Accounts 2023
Policies and processes are in place
throughout the Group to ensure systems,
operations and central functions comply
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
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
regulation.
distributed in different formats across the
undertake appropriate colleague training
Company Secretary
Deputy Company Secretary
and Head of Compliance
potential for disrupting our business and
that of our customers. A cyber security
incident could impact the Group’s operational
performance and reputation through
regulatory action.
The Group routinely assesses cyber risk and
has established comprehensive information
security controls to reduce our exposure.
vulnerability management, penetration
testing, regular audits and routine access
implemented through the year.
across the business to ensure our colleagues
remain vigilant.
Chief Operating Officer
Head of IT Security and Risk
executive talent. Failure to retain people
success of the Group. The labour market
remains competitive due to the continuing
risk of inflation and the increased cost
of living.
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.
processes for recruitment and retention,
monitoring vacancies, future requirements
and utilising data to manage and adapt the
service provision. The Group has established
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
ensure they remain competitive. The Board
and Nomination Committee closely monitor
management strategies for succession
Chief People Officer
Group Learning and
Development Director
of regulations and legislation to provide its
services and solutions. Failure to comply
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
customers and potential harm to the Group’s
employees or property.
The Group has a significant Defined Benefit
Pension Scheme. The employer contribution
levels required and the value of the pension
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
repayment period, regulatory intervention,
or a combination thereof.
and profitability of the Group and restrict
its ability to invest in the business, pay
dividends and repay debt.
The Group has undertaken steps to mitigate
its exposure to financial market movements
and macro-economic conditions. The Defined
future accrual in 2014, to cap the risk.
responsible for managing the fund and setting
the investment strategy. This strategy is
intended to reduce investment risk through
assets and liabilities in the Scheme. Hedging
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.
Chief Financial Officer
Director of Treasury,
63
Annual Report and Accounts 2023
Strategic report
continued
The Group provides services in a
competitive and complex environment,
– changes in customer appetite for
– strategic or behavioural changes in
–
– customer business models can be
affected by customer confidence and
a knock-on effect on volume pass-
–
to reach the sales targets.
The Group has clear sector sales and
to deliver.
process has been introduced in the year
Chief Customer and
Innovation Officer
Managing Directors
The Group has committed to keeping its
customers, colleagues and communities as
a vital role in delivering essential goods
throughout the UK. There remains risk of
pandemics and events.
– labour shortages due to denial of service,
– inability to deliver contracted services
– loss of revenue and profit due to business
interruption, reductions in customer
– cost pressures due to additional process
steps, increased staffing costs and lost
– liquidity pressure due to delayed
receipts, potential customer failure
The Group operates a strong programme
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
The plans are mobilised as the situation
–
continuity system and associated
–
processes and requirements to ensure
– the redeployment of resources across
–
industry bodies to ensure regulatory
requirements are understood and best
– strong focus on cash management
–
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.
Chief Financial Officer
BCP Manager
The use of fossil fuels and the associated
release of greenhouse gases have led to
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
legislation, taxation and incentive changes
to the business, investment and consumer
landscape that represent material risks and
opportunities for Wincanton.
– physical risks such as more extreme
– changing policy on fuel duties and
taxation, leading to increased costs for
–
infrastructure requiring higher capital
–
driving changes to our customers’
–
– poor response to climate related risks
leading to reputational damage and loss
of business.
The Group has launched a sustainability
environmental risks. It develops net-zero
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
correction in response to performance
opportunities in response to technology
developments.
–
– development of long term roadmaps
–
–
home delivery service through carbon
–
industry bodies to ensure regulatory
– establishment of a strategic procurement
innovation partners.
Chief Operating Officer
Head of Sustainability
have the potential to be hazardous to
people or property if not actively managed.
A failure to manage these risks properly
damage to property and the environment.
Should such an event occur it could lead
licences, site closures and damage to the
Group’s reputation. All of these outcomes
have the potential to impact the Group’s
64
Annual Report and Accounts 2023
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
Health, safety and environmental reports
Chief Operating Officer
Group Operations Director
The Group provides secure, highly available
and innovative technology solutions,
our customers. The potential inability to
meet the expectations of our business
profitability objectives, and lead to
reputational damage and contractual
implications leading to loss of custom,
The Group continues to develop its IT
and technology products, services and
business strategy.
Our strategic focus remains on delivering
robots, automation and our transport
the right technology solution. Active
decommissioning and replacement of
legacy systems reduces risk.
Our organisational structure has been
strengthened to support the delivery
Chief Customer
Product Director
day to day operations can be complex and
the detail.
must be reflected throughout our
contractual relationship.
Colleagues’ pay and conditions have
and difficult to operate.
Support from the operational and legal
teams is available to site management to
ensure contract terms are understood
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
keep contractual arrangements current.
People Officer
Head of People Services
If Wincanton is unable to sufficiently adopt
robotics and automation, there is a risk to
– not being competitive, leading to
–
themselves, leading to the loss of
revenue and margin.
–
– Engagement of sector Managing
Directors to put robotics and automation
– Our organisational structure has been
strengthened to support the delivery of
– Engagement of sales and solutions team
– Sufficient resource and approach
to be able to proactively handle
opportunities at pace.
Chief Customer and
Innovation Officer
Product Director,
Automation and Robotics
The Group operates across a broad range
impacted by the current inflationary and
–
– reduced volumes as markets contract
– a challenge to our existing business
– increased costs resulting from key
– loss of revenues and profit from
customer failure.
opportunities and threats, its core
market sectors, key customer and
supplier performance and its competitive
environment. This includes, but is not
and suppliers, collaborations to leverage
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.
Group Financial Director
Strategic Report signed on behalf
of the Board
19 May 2023
Increasing
Static
Reducing
Products and services
Markets
Operating model
People
65
Annual Report and Accounts 2023
Strategic report
On behalf of the Board, I am pleased to introduce the Group’s
UK Corporate Governance Code 2018 (the Code).
completed by the Nomination Committee in the year. Further details
can be found on page 83.
Officer. Tom’s recruitment and induction process are detailed on
page 80. His biography can be found on page 70.
as he is reaching the end of his third three year term. We shall miss
Chair of the Remuneration Committee in Gill Barr’s place. The
engagement director.
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.
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
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
arena, for example the launch of our ‘Million Hours’ goal. Further
provided on pages 30 to 42.
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 about the engagement events and the outcomes that have
resulted from this programme.
the AGM Notice.
19 May 2023
Governance
66
Annual Report and Accounts 2023
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).
A A successful company is led by an effective and entrepreneurial Board,
Company, generating value for shareholders and contributing to
See our s172 statement on page 46.
More information about Board leadership can be
The Board should establish the Company’s purpose, values and
strategy, and satisfy itself that these and its culture are aligned. All
desired culture.
on page 77.
Our values are set out in our Code of Conduct and on
C The Board should ensure that the necessary resources are in place for
the Company to meet its objectives and measure performance against
See our Audit Committee report on page 84, and risk
In order for the Company to meet its responsibilities to shareholders
and encourage participation from, these parties.
See Board engagement on page 78.
of concern.
out the Group’s values and policies. Read more about The
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.
The SID feeds back any areas of concern from this
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
executive leadership of the Company’s business.
Biographies of Board members are on pages 70 and 71.
Executive Directors.
The roles of CEO and Chair are set out on page 74.
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.
See meeting attendance chart on page 75.
Board members’ external directorships are covered in
their biographies on pages 70 and 71.
67
Annual Report and Accounts 2023
Governance
continued
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.
or Committee meeting. Papers include a trading
update, and reports on people matters, health and
safety, regulatory and governance matters, financial
is required.
papers as part of the Board evaluation (see pages 80
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
Appointments to the Board of Wincanton are made on
the recommendation of the Nomination Committee.
Due consideration is given to the outcome of the annual
diversity and informed succession planning.
on page 81.
The Board and its Committees should have a combination of skills,
refreshed.
Changes to the Board are set out on page 66.
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,
Director continues to contribute effectively.
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.
NED and the SID appraised the Chair’s performance (as
mentioned above).
continued
68
Annual Report and Accounts 2023
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.
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
long term strategic objectives.
See the Risk report in the Strategic report on page 58.
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.
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
2020 (96.45% in favour). There are no proposed changes
to the policy.
R
authorising remuneration outcomes, taking account of Company and
Account is taken of the outcome of remuneration
decisions, both for the individual elements and in
remuneration outcomes.
69
Annual Report and Accounts 2023
Governance
A N
executive Director of Wincanton
appointed as the Senior
2015. He is the dedicated Non-
executive Director for Employee
travel industry leader, and is also
a Non-executive Director of Forth
Ports Limited.
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
reaches the end of his third three
and best practice.
CBE
N
R
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
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
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.
As an experienced Executive
and Chair, Sir Martin brings
invaluable leadership qualities
and business understanding
to the Board. His extensive
Remuneration Committee.
N
Executive Officer in September
Sky Chefs, the airline catering
division of Lufthansa AG, best
largest airline and rail catering
and hospitality companies.
Before joining LSG in 2015,
President in North America for
both Contract Logistics and
Overland Transportation, as
the UK for its Drinks Logistics
Head of Distribution for Scottish
experience and extensive
management and, since his
appointment in September
2019, has gained valuable listed
company experience.
Tom joined Wincanton as
a strong career in energy,
business services markets.
Previous roles include Group
CFO positions at Infinis Energy
plc, the UK’s leading generator
captured methane, insurance
company Domestic and General
Ltd and, more recently, WE
Soda Limited, an international
mining and chemicals business.
for Christian Aid and Chair of
its Finance, Fundraising and
Investment Committee.
Tom has made an early impact
extensive financial experience
to Wincanton.
70
Annual Report and Accounts 2023
N R
executive Director of Wincanton
in September 2017 and is
currently a Non-executive
Director of PayPoint plc and
a Non-executive Director of
construction group Morgan
Sindall plc and of developer
Group Marketing Director of
The Co-operative Group and
a variety of senior marketing,
business development and
strategy roles.
Gill’s experience brings a
valuable focus on the end
customer and B2B environment.
She is also an experienced
Remuneration Committee
skilled at reflecting investor
perspectives in remuneration
Board later this year.
NA
Anthony (Tony) Bickerstaff
became a Non-executive
Director of Wincanton in
September 2020, and Chair
of the Audit Committee in
Chief Financial Officer (CFO)
of Cadent Gas Limited, the
UK’s largest gas distribution
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
executive Director and Chair of
the Audit and Risk Committee
Company Limited and Electricity
Settlements Company Limited
from November 2014 to
October 2020.
Through his Executive
responsibilities in a listed
company environment, Tony
has experience of public
procurement, commercial
contracting and mergers
are relevant to Wincanton’s
business and strategy. Tony
is an experienced Audit
Committee Chair.
N R
Debbie became a Non-executive
Director of Wincanton and a
member of the Remuneration
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
2017, she has held senior
management positions in
customer service, logistics,
product supply, procurement,
manufacturing and IT at Kraft
Foods Group, in both North
at Nabisco Food Company.
supply chain issues and their
relevance to the Wincanton
Group. She provides particular
customer insight for the
of ESG and climate-related
the Remuneration Committee
A N
Mihiri joined the Board as a
Non-executive Director in April
Treasury, advising on major
UK government corporate
finance matters. Until October
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
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.
Mihiri brings expertise
in corporate finance and
financial markets to the
Wincanton Board.
A
N
R
Audit Committee
Nomination Committee
Remuneration Committee
Committee Chair
71
Annual Report and Accounts 2023
Governance
The Executive Management Team works together to focus on the
See page 70. See page 70.
Sally joined Wincanton
in August 2019 as Chief
People Officer. Sally
Costain Group plc, a
British technology-
based construction and
engineering company,
of HR roles and became
Group HR Director in 2014.
Prior to Costain, Sally
began her career in HR
by Coopervision and
latterly Eaton Corporation
of HR management
roles across Europe, the
Middle East and Africa.
Externally, Sally is chair
Foundation.
Company Secretary
in April 2020. She is a
qualified Chartered
years’ experience. Lyn
Secretary at Cobham plc
for over ten years and
financial services sector
before joining Cobham
from the Financial
the Financial Conduct
Authority). Lyn achieved
an MBA at Aston
University in 2004 and
Secretary’s Forum of the
Chartered Governance
delivering training on
governance matters on
behalf of the CGI.
Customer and Innovation
Accountable for
innovation, product
development, sales and
marketing, Paul is focused
on achieving sustainable
people and technology.
Prior to this Paul led
Wincanton’s eFulfilment
business responsible
for developing direct to
customer propositions
for clients such as IKEA,
Paul has a passion for
developing people, chairs
the Chartered Institute
ASPIRE foundation and
is an active sponsor for
Generation Logistics.
Ian joined Wincanton
in November 2018 as
Managing Director –
Retail and Consumer,
Operating Officer in April
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
and supply chain roles
for Mars, British Gas and
Nissan, and holds an MBA
from London Business
School.
Daniel joined Wincanton
Strategy Director. Daniel
VP Strategy – North
America (LSG Group)
leading key strategic
the region’s strategic
initiatives. He also held
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,
in accounting and
information technology.
72
Annual Report and Accounts 2023
To assist in the discharge of its duties and responsibilities, the Board has
established a number of Committees, including the Audit Committee,
taking account of the risks and opportunities. It also ensures the business is focused on building and maintaining healthy
structure. To assist in discharging its duties, some areas of responsibility are delegated to the Committees of the Board.
The Nomination Committee leads
and evaluating composition
and diversity to ensure Board
effectiveness.
Read more on page 79.
The Audit Committee leads on
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
internal and external auditing.
Read more on page 84.
The Remuneration Committee leads
on designing Remuneration Policy,
determining Board and senior
management remuneration and the
and associated policies.
Read more on page 90.
and the central support functions.
Provides assurance regarding the
management of operational and
Group risks.
Provides assurance regarding the
management of financial risks.
Has a focus on ESG strategy,
target setting, performance and
communication.
73
Annual Report and Accounts 2023
Governance
The Chair is responsible for leadership of the Board and ensures
the Board carries out all aspects of its responsibilities effectively.
ensuring that adequate time is available for discussion of all agenda
The Board delegates the day to day operation of the Group’s
strategy to the Board for approval and then deliver it, to ensure
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.
The Senior Independent Director’s role is to act as a sounding
board for the Chair and perform an intermediary role to other
of the Chair’s performance and is available to shareholders if they
have concerns that contact through the normal channels of the
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
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.
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
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
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.
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,
The Chair and the NEDs hold appointments as directors on a small
number of other companies, as detailed in their biographies on pages
Chair and the NEDs allocate sufficient time and commitment to fulfil
their duties to the Company.
to undertake external NED roles outside of the Company. It is
recognised that such opportunities broaden their development,
To protect the interests of the Company, each Executive Director is
restricted to one non-executive role at any one time. During the year
by either of the Executive Directors.
Association, all Directors are subject to election or re-election
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
each Board meeting. Where any conflict arises, the Board determines
The Board is satisfied that potential conflicts have been effectively
managed throughout the year.
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
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
and senior members of Wincanton’s team.
The Company Secretary keeps Board members briefed on corporate
continued
74
Annual Report and Accounts 2023
Date of appointment Committees Role Status Board Audit Nomination Remuneration
13 3 5 6
Sir Martin Read CBE August 2018
N
R
Chair Ind –
September 2019
N
CEO Exec – –
Tom Hinton
1
August 2022
CFO Exec – – –
Gill Barr September 2017
N
R
NED Ind –
Anthony Bickerstaff
2
September 2020
A
N
NED Ind –
April 2020
A
N
NED Ind –
Debbie Lentz
N
R
NED Ind –
November 2014
A
N
NED Ind –
1 Mr Hinton joined the Board on 15 August 2022.
Board
R
Remuneration Committee
N
Nomination Committee
A
Audit Committee Committee Chair
Ind Independent Exec Executive Director NED Non-executive Director
The Board is collectively responsible for the long term performance
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
The Board develops and promotes its collective vision of the
Company’s purpose, culture and values and keeps the Company’s
major business decisions, and to monitor and test the operational
performance of the Group.
to ensure the Group’s business is being properly progressed.
are reserved exclusively for the Board to decide. These matters
feed into the annual programme of Board activities. The Schedule
Where appropriate, the Board receives recommendations in relation
–
strategy to generate value for shareholders and contribute to
– establishing and promoting the Group’s purpose, values
–
–
–
–
– proposing the payment of a dividend to shareholders at the half
–
Membership of each Committee is determined by the Board on the
recommendation of the Nomination Committee and in consultation
and duties discharged in the year ended 31 March 2023 for each
Committee are set out in the respective Committee reports.
it considered all matters of a routine nature, structured through
internal members of staff and external advisers and consultants.
strategy meeting.
Executive Directors being present. The Senior Independent Director
75
Annual Report and Accounts 2023
Governance
continued
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
Oversight of the integration of the Cygnia business
Oversight of the further development of succession plans and talent development programmes
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
Consideration of Group funding
Oversight of long term strategy for the Group’s pension schemes
Consideration of a capital allocation strategy
Continued development of risk methodology, scoring and reporting
Monitoring of contract approvals to ensure financial returns forecast has been achieved
Products and services
Markets
Operating model
People
76
Annual Report and Accounts 2023
The Board recognises that corporate culture affects all the Company’s
delivery of the Company’s strategy.
cultural change, the Board has a responsibility to monitor and evaluate progress in this area.
The Board’s approach to monitoring
culture is embedded into its
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
from a selection of culture metrics.
We continue to remain focused on
creating a positive and productive
culture and on listening to our
people to gain further insight into
a culture survey this year in
This survey has also enabled us to
desired values that our colleagues
that our colleagues’ desired values
people already value most about
continue throughout 2023 to further
refine and describe our values based
on the survey feedback, helping us
to continue building on our positive
77
Annual Report and Accounts 2023
Governance
continued
The Board recognises that to meet its
responsibilities to shareholders and
stakeholders, it is important to ensure
concerns of the Company’s stakeholders into
its discussions and decisions in accordance
is described on page 46.
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
and for the future.
The Company maintained effective
to ensure that the strategy and business
model are understood, and to discuss
any developments in either the Company
Executive Directors and institutional
shareholders, fund managers and analysts.
financial year, both face to face and virtually,
for individuals and groups. The main topics of
been the challenges resulting from prevailing
economic and labour environments and
loss of a large HMRC contract. Investors
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
briefing notes are regularly distributed to
presentations from brokers and bankers
at least once a year. The Chair of the Board
during the year and keeps the Board up
Investors and analysts had an opportunity
directly at a Capital Markets Day held in
the Board and management of Wincanton
acquired operations at Cygnia to see our
innovation in action. Further details are
available on page 24.
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.
Wincanton is a people business and our
employees are key stakeholders. Wincanton
engagement. Wincanton chose this method
of engagement as the most effective given
the various employee forums and listening
and for this feedback to be considered in
the Board’s discussions and decision-making
processes. A formal feedback session is
People Officer.
Read more about our programme to get
the employee voice into the boardroom
on page 47.
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-
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
78
Annual Report and Accounts 2023
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
Committee meetings. Our governance structure reflects this.
Succession planning for Board members continues to be carried out
by the Nomination Committee.
interim CFO prior to Tom’s arrival.
in October.
19 May 2023
Sir Martin Read CBE Chair Independent August 2018
Gill Barr NED Independent September 2017
Anthony Bickerstaff NED Independent September 2020
NED Independent April 2020
Debbie Lentz NED Independent
NED Independent November 2014
ED Executive February 2021
The above table sets out the membership of the Committee as of
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.
Governance
79
Annual Report and Accounts 2023
Governance
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
performance evaluation outcomes for the areas under its remit. The
outcomes of the Board evaluation process feed into the discussions
around succession planning.
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
Board on all items of business considered at its meetings.
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
namely Independent Search Partners (ISP) and Egon Zehnder (EZ). The
full Nomination Committee involved throughout this process.
Board and the Audit Committee Chair. The Remuneration Committee
remuneration considerations and the Remuneration Committee Chair
preferred candidate. Tom joined Wincanton in August 2022.
The Company confirms that neither ISP nor EZ has undertaken any
Wincanton Board members.
and investor relations and site visits. In-depth sessions on FTSE-listed
of Wincanton in October 2023. The Nomination Committee is
Chair of the Remuneration Committee at Wincanton and other
position of Remuneration Committee Chair. She has served on the
Oades has been leading.
of executive search agencies that could be considered for the
recruitment process. The Board Diversity Policy guides the
Chair, Gill Barr, Debbie Lentz and the Chief People Officer. Having
discussed the list, the sub-committee agreed on a shortlist of
skills matrix, most notably the requirement for logistics industry
the sub-committee in person to enable the sub-committee to assess
Allen personally. Apart from this, Sam Allen Associates has no other
connection to the Board or to any of the individual Directors. The
performance and seek to improve their effectiveness. Informally
effectiveness evaluation exercise is undertaken annually, either
internally or through an externally led process.
– additional time has been allocated at Board site visits for
–
–
–
connection to the Board or individual directors.
and the questionnaires. A full Board meeting and all of the Board
support in conducting the evaluation, including access to Board
Secretary before being presented by Fidelio to the full Board at the
February meeting.
continued
80
Annual Report and Accounts 2023
as at 31 March 2023
The average age of Board members has decreased from
3
2
1
0
41–50 51–55 56–60 61– 65 66–70 71–75
Average
59.25
years
as at 31 March 2023
5
4
3
2
1
0
0–2
years
2–5
years
years
Average
4 years
as at 31 March 2023
2023 – 37.5%
2022 – 43.0%
2023 – 62.5%
2022 – 57.0%
The percentage of females on the
Board has decreased only because,
had left the Board but Tom Hinton
had not yet been appointed. After
females has remained the same.
as at 31 March 2023
2023 – 40%
2022 – 29%
2023 – 60%
2022 – 71%
females and five males reported
last year.
as at 31 March 2023
2023 – 31%
2022 – 27%
2023 – 69%
2022 – 73%
As at 31 March 2023
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
Men 5 62.5 4 3 60
Women 3 37.5 0
1
2 40
– – – – –
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
White British or other White
7 87.5 4 5 100
– – – – –
1 12.5 – – –
– – – – –
Other ethnic group, including Arab – – – – –
– – – – –
81
Annual Report and Accounts 2023
Governance
continued
updated to include Tom Hinton’s experience.
The person specification for the current NED
to the current skills profile of the Board
importance to the Company.
level experience. The maximum possible score
for each skill is therefore 24 points.
12
15
9
13
16
11
14
10
18
8
11
10
11
12
4
6
9
82
Annual Report and Accounts 2023
–
– ensuring that Board meetings make the best use of Board and
–
–
– further developing Committee effectiveness, taking account of
climate-related matters, see also page 42.
–
frequency, duration and agendas. For practical reasons, one
calendar, resulting in nine scheduled Board meetings per annum.
–
–
–
–
–
–
and management.
–
–
–
considered that Sir Martin Read remains an effective Chair, as
supported by the outcome of the Board evaluation.
Throughout the year, the NEDs undertake various training and
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
are flagged to the Board members at each meeting via the
Governance report.
As a people-driven business, Wincanton places particular emphasis
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
The FCA diversity targets are on a ‘comply or explain’ basis. It should
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
the categories used by the Office for National Statistics. We confirm
83
Annual Report and Accounts 2023
Governance
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.
–
–
–
financial control and assurance, risk management and
–
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
Anthony Bickerstaff Committee
Chair
Independent September 2020
1
NED Independent November 2014
NED Independent April 2020
1
date of their appointment to the Committee. Appointments to the
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.
The Audit Committee has
ensured that its activities
have reflected the Company’s
response to the changing
macro-economic environment.
84
Annual Report and Accounts 2023
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
effectiveness and efficiency of the finance and internal audit functions.
Wincanton, the annual evaluation of audit effectiveness has been
completed and is described in this report.
Alongside the standing matters the Committee considers at each
meeting regarding the financial statements, risk management
government proposals on resilience statements and governance
in particular the changing macro-economics, cyber security and the
increasing use of technology and automation across the business,
compliance and financial control environments.
19 May 2023
The Committee has continued to ensure that robust and effective
risk management processes and internal controls remain in place.
During the year, the Committee held three scheduled meetings to
of Internal Audit after each of those meetings.
The Audit Committee assists the Board in fulfilling its oversight
–
– considering the appropriateness of adopting the going concern
basis of accounting, identifying any material uncertainties and
–
–
Dealing, Speaking Up, including the procedures in place for
–
and monitoring its independence and making recommendations to
action or improvement is needed, including recommendation
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
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,
Details of the Group’s principal risks and uncertainties, its systems
viability assessment are set out on page 62 of the Strategic report.
85
Annual Report and Accounts 2023
Governance
continued
– Annual Report and Accounts
including External Auditor’s year
end report summary for sign-off
–
announcement of preliminary
results for sign-off
–
judgement areas and compliance,
including financial reporting and
accounting policy
–
for approval
– Consideration of final dividend
proposal and recommendation
to the Board
–
Statement for recommendation
to the Board
–
concern statement
–
judgement areas and compliance,
including financial reporting and
accounting policy
–
and report
– Consideration of interim dividend
proposal and recommendation
to the Board
– Consideration of governance,
themes and planning for the
Annual Report and Accounts
–
judgement areas and compliance,
including financial reporting and
accounting policy
– Audit planning
–
to the Audit Committee including
draft audit opinion including
auditor independence and
ethical and professional guidance
– Reappointment of external
auditor for approval
– Audit planning
–
the Audit Committee including
letter of representation, auditor
independence and objectivity
professional guidance
–
recommendation to the Board
– Consideration of process for external
auditor effectiveness evaluation
– Audit planning
–
– Annual audit plan
– Approval of auditor terms of
engagement
– Annual effectiveness evaluation
– Audit planning
– Internal audit report
– Audit planning
– Internal audit report
– Audit planning
– Internal audit report
– Proposed internal audit
– Internal audit effectiveness
evaluation
–
Management report
– Financial Control Environment and
Assurance update
–
Internal Controls report
–
– Financial Control Environment and
Assurance update
– Approval of half year risk
disclosure statement
–
–
Management report
– Cyber security controls
–
–
– Board evaluation update as
relating to the Audit Committee
–
–
– Compliance report including Sanctions
–
–
–
and Tax strategy
–
–
86
Annual Report and Accounts 2023
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.
The Committee concluded that the valuation of
the assets and the assumptions made about the
discount rate, mortality, Consumer Price Index
The Committee considered the management judgement applied in
on the provisions held, including property, insurance, expected
credit loss, legal claims and other, during the year and as part
A key source of estimation uncertainty arises in relation to the
insurance provision, and the determination of the assessment
The Committee receives regular updates on
legal claims and the level of provisions assessed
by management. The Committee satisfied itself
of the historical results and the current industry conditions.
The Committee concluded that the key
judgements and assessments used are
appropriate and reasonable. There is sufficient
required. The Committee satisfied itself that
cash generating units, discount rates and central
overhead allocations are appropriate and
impairment provisions made relating to other
The Committee has considered management reports on the
–
– the assessment of start-up costs in determining if they relate
– 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
The Committee concluded that management
significant contracts to identify the appropriate
accounting treatment. Similarly, management’s
appropriateness of the recognition of revenue
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
non-underlying.
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
made by management.
The Committee has considered if the Group has access to
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
of the going concern and viability statements.
The Committee concluded that it is appropriate
to prepare the accounts on a going concern
basis and recommend approval of the viability
disclosures.
87
Annual Report and Accounts 2023
Governance
continued
– ensuring continuity of support to the business and the Committee
–
– oversight of the Group’s risk management systems, continuing
– ongoing focus on further strengthening internal financial and
compliance controls and ensuring that they continue to be applied
– Oversight of the Group’s lease management system and
strengthening the associated controls in particular around
–
– monitoring and implementing as appropriate best practice in good
governance and internal controls for audit committees.
year as part of an externally facilitated Board evaluation, the process
further development of the Committee’s effectiveness in the areas
The members of the Audit Committee receive regular opportunities
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.
tests the effectiveness of the internal controls and risk management
systems through an annual IA programme, to ensure the Group
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
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
plan and an auditor primarily focused on financial and non-financial
ensure that the function remains independent, fit for purpose and
addresses business changes and regulatory requirements. The
annually.
During this financial year the IA team has achieved its audit plan
areas. The team continues to promote early visibility and strong
compliance.
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
areas of scope, value add and communication over the previous
Internal Audit.
The Committee is confident that the IA function has appropriate
the function is appropriate for Wincanton.
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
– an effectiveness questionnaire open to all members of the
Audit Committee, all other members of the Board, the Company
–
of independence, challenge and insight and the auditor’s
–
– an effectiveness discussion as scheduled annually at the Audit
Committee.
process. The feedback pointed to the opportunity for improvement
monitored through the coming year. The Committee Chair has
scheduled meetings in order to provide more detailed feedback.
88
Annual Report and Accounts 2023
included the FRC’s findings on a sample of BDO audits inspected
practice for Audit Committees.
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
pleased to have discussed the process, best practices identified and
the agreed actions.
The Committee requires the external auditor to give an annual
confirmation of the actions it has taken to ensure objectivity and
For the audit of these financial statements the external auditor
independence manual, including prohibition on holding Company
shares. BDO has assured the Group that its ethics and independence
FRC, the auditor’s regulator.
Senior Statutory Auditor.
Sophia Michael has remained the Senior Statutory Auditor since her
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-
1
11%10%
100%
80%
60%
40%
20%
0%
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
Full disclosure of audit and non-audit fees paid in the year ended
financial statements on page 136.
Wincanton’s 2022 Annual Report and Accounts. One observation
highlights some examples of better practice.
This Annual Report and Accounts is subject to a verification process
and balanced. The Committee then recommends approval of the
report to the Board.
The Statement of Directors’ Responsibilities can be found
on page 113.
89
Annual Report and Accounts 2023
Governance
I am pleased to present the Remuneration Committee report for
Directors’ pay, the delivery of Group strategy and enhancement
Wincanton remains committed in its chosen markets to driving
the Group remains confident in its strategy and its ability to deliver
underlying profit since the Company listed, despite an increasingly
challenging trading environment. Underlying profit before tax increased
Service performance remains a key strength for the business, as
In addition, continued progress has been made in the delivery of
our strategic goals, including the implementation of robotics and
automation in our operations.
dedication to the Company.
Wroath and 29% for Tom Hinton. The Annual Bonus for Tom Hinton has
employed by the Group.
assessed over the three years from the date of grant. As a result, the
final vesting is yet to be determined. At 30 April 2023, Wincanton’s TSR
The Remuneration Committee’s report set out on pages 90 to 110
provides detailed explanation of its delegated responsibilities and
sustainable success.
Page
Committee Chair introduction 90
At a glance – outturn and Policy implementation 95
Report on remuneration 97
Directors’ Remuneration Policy 105
Gill Barr Committee
Chair
Independent September 2017
Debbie Lentz NED Independent
Sir Martin Read CBE Chair Independent August 2018
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
Committee meetings is set out on page 75.
The Company’s remuneration
structure has been designed
to support strategy as
well as promote long term
sustainable success.
90
Annual Report and Accounts 2023
determination to account for excessive gains. While final vesting has
not yet been determined the Committee is currently not minded to
–
–
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
fall as a result of Covid-19.
–
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
CFO on 15 August 2022. Tom’s remuneration arrangements have been
incentives implemented as part of the 2020 Directors’ Remuneration
Policy. While the total incentive opportunity is modestly higher than the
(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.
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
also considered evolving investor expectations and the current social
and economic environment.
policy continues to appropriately support and incentivise the delivery
–
– removal of legacy Annual Bonus maximum opportunity of 120%
–
operation of the deferred bonus have been made.
current economic environment and determined that increases for the
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
achieve net-zero carbon emissions by 2040, a carbon intensity
measure, based on scope 1 and 2 carbon emissions relative to revenue,
continue to be based on underlying profit before tax.
50% on relative TSR.
The Committee seeks to set targets that are appropriately stretching,
of a government contract, on top of the challenging macro-economic
of the EPS targets for the 2024 LTIP next year to ensure they are
to shareholders for an advisory vote at the forthcoming AGM.
have made.
19 May 2023
91
Annual Report and Accounts 2023
Governance
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.
– The Company provides a range of benefits for employees. These
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
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.
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.
– 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 CEO, COO and CPO plan to attend four sites per year for
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
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 Method 25th percentile pay ratio Median pay ratio 75th percentile pay ratio
2020 Option B
2021 Option B
2022 Option B
2023 Option B
Employees 25th percentile pay Median pay 75th percentile pay
Salary £20,686 £26,390 £34,000
Total pay and benefits £21,167 £26,886 £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.
Directors’ remuneration report continued
92
Wincanton plc
Annual Report and Accounts 2023
Mean Median
Hourly rate of pay
Bonus pay
This year has seen the median gender pay gap remain relatively
prior years.
The median bonus pay gap has remained at a comparable level to
seen increases in the number of bonuses paid out to both men
Management Bonus staying relatively static this means that a larger
number of smaller amounts are being processed as bonuses in the
When looking at the proportion of female employees in each pay
As people driven business, Wincanton places particular emphasis
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
traineeships and support internship opportunities for young people
colleagues.
– 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.
–
– Approve incoming CFO remuneration package.
–
–
–
–
–
–
–
The Committee is responsible for ensuring that the remuneration
of Directors and senior management supports the delivery of the
taking behaviour. This is achieved through the Committee approving
all aspects of Executive Director and EMT remuneration, and
The terms of reference set out the full responsibilities of
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.
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
Further details of Committee membership and attendance at
93
Annual Report and Accounts 2023
Governance
and simplified our approach to remuneration disclosure in 2019.
The Committee considers that the structure of incentive arrangements does not encourage inappropriate risk taking.
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.
actual outcomes dependent on performance achieved against predetermined measures and target ranges.
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
Our performance measures and target ranges under the Annual Bonus and LTIP are aligned to Company strategy.
considering executive pay.
All employees are entitled to participate in the pension scheme. The pension level for the Executive Directors has been
and recognised through our Annual Bonus schemes and, for our most senior employees, the LTIP.
–
–
–
– ensuring that total remuneration levels are fair, proportionate and competitive in comparison to companies of a similar size and complexity
–
– the need to retain sufficient flexibility in the operation of the Policy, such that outcomes are fair and appropriate in light of business and
– communicating the Policy in a clear and concise manner.
continued
94
Annual Report and Accounts 2023
Element Year ended 31 March 2023 outturn
CFO
– Pension contribution of 4% of salary for the Executive Directors.
–
Measure
Weighting
(CEO)
Weighting
(CFO) CEO CFO
Underlying profit before tax 70% 70% 0% 0%
10% 10% 10% 10%
Health and safety 5% 5% 4% 4%
Diversity and inclusion 5% 5% 5% 5%
Average net debt 5% 10% 5% 10%
Employee engagement 5% – 4% –
100% 100% 28% 29%
– Tom Hinton joined the Group on 15 August 2022. His Annual Bonus has been pro-rated to take into account proportion
–
–
–
on page 94. The Committee is currently not minded to make an adjustment to the vesting out turn.
–
James Wroath (CEO) Tom Hinton (CFO)
Year ended Year ended
£’000 31 March 2022 31 March 2022
Salary 495 431 227 –
Pension and benefits 31 42 20 –
Relocation benefits – 26 – –
Annual Bonus 144 286 70 –
LTIP 0 371 – –
670 1,156 317 –
95
Annual Report and Accounts 2023
Governance
Element Summary of implementation for the year ended 31 March 2024
–
–
£536,500 4%
Tom Hinton £374,400 4%
–
–
– 100% of salary for both Executive Directors.
–
–
the CEO) .
–
–
reflective of underlying Company performance.
–
Weighting
Threshold vesting
(25% of maximum) Maximum vesting
Relative TSR vs. FTSE All-Share
excluding investment trusts
50% Median Upper quartile or above
50% 47.9p 55.2p
–
–
–
–
–
–
–
– Executive Directors are required to hold full incumbent shareholding requirement (or actual shareholding on departure
– This requirement applies to shares acquired from incentives vesting from the adoption of the revised Policy.
continued
96
Annual Report and Accounts 2023
James Wroath Tom Hinton
1
31 March 31 March
2023 2022 2023 2022
£’000 £’000
Salary 495 431 227 –
Relocation benefits
2
– 26 – –
Taxable benefits 11 25 11 –
Pension related benefits 20 17 9 –
526 499 247 –
Annual Bonus 144 286 70 –
LTIP
3
– 371 –
144 657 70 –
670 1,156 317 –
1 Tom Hinton joined the Board on 15 August 2022. The figures above include remuneration paid from 15 August 2022.
Salary during
2022/23
4% £536,500
Tom Hinton 4% £374,400
The Company contributes to the pension scheme on behalf of Executive Directors, and provides a salary supplement in lieu of such
Year ended 31 March 2023 Annual Bonus
Threshold Target Maximum Actual
Underlying PBT target
Proportion of maximum payable 25% 50% 100% 0%
97
Annual Report and Accounts 2023
Governance
continued
continued
Objective Weighting Target Achievement Outcome
Health and safety 5% LTIFR of 0.31 4%
10%
to the Group margin
10%
5% 5%
Diversity and inclusion 5% Increase female representation of our Senior
5%
Engagement 5%
Workforce engagement increased by
3% in the year 4%
Total (maximum 30%) 30% 28%
Objective Weighting Target Achievement Outcome
Health and safety 5% LTIFR of 0.31 4%
10%
to the Group margin
10%
10% 10%
Diversity and inclusion 5% Increase female representation of our Senior
5%
Total (maximum 30%) 30% 29%
Objective Weighting James Wroath Tom Hinton
Underlying PBT outturn (% of bonus) 70% 0% 0%
Strategic objectives outturn (% of bonus) 30% 28% 29%
Overall outturn (% of opportunity) 28% 29%
The Committee considered the amounts carefully in the context of the Group’s performance, and current environment, and determined that the
As the performance period is still in progress, an estimate of vesting (based on performance to 30 April 2023) has been calculated. The
Threshold (25% of Estimated vesting
Measure maximum vesting) Maximum Estimated performance (% of maximum)
Relative TSR (100%) Median Upper quartile 0%
0%
continued
98
Annual Report and Accounts 2023
Date of award
Share
price
1
No. of nil cost options
granted under the LTIP Face value of award (£)
Percentage vesting at
threshold performance
Performance period
end date
213,461 773,796 25% 31 March 2025
Tom Hinton
2
15 August 2022 113,287 431,997 25% 31 March 2025
1 Average share price over the three business days preceding the date of grant.
Date of award
Share
price
1
No. of nil cost options
granted under the LTIP Face value of award (£) Vesting date
9,577 34,717
1 Average share price over the three business days preceding the date of grant.
Threshold
Weighting (25% of max) Maximum
Relative TSR vs. FTSE All-Share excluding investment trusts 50% Median Upper quartile or above
50% 47.9p 55.2p
Fees
£’000 2023 2022
Gill Barr 61 59
Anthony Bickerstaff 61 59
50 49
Debbie Lentz 50 49
61 59
Sir Martin Read CBE 202 193
Total 483 468
Fee from
Role 1 July 2022
Chair £ 209,614
Non-executive Director base fee £ 52,955
Additional Senior Independent Director fee £ 11,032
£ 11,032
99
Annual Report and Accounts 2023
Governance
There have been no payments to past Directors.
There have been no payments for loss of office.
LTIP vesting from this date.
–
–
–
–
– systems have been introduced to monitor and enforce holding requirements via nominee accounts managed by the Group’s Share Plan
Administrator.
Shares Nil cost options Options
Director
Owned
31 March 2022
Unvested and
subject to
continued
employment
Vested but
unexercised
Unvested and
subject to
performance
Vested but
unexercised
Unvested and
subject to
performance
30,439 30,341 7,507 53,895 720,557 – –
Tom Hinton
1
98 – 24 – 113,287 – –
Sir Martin Read CBE 58,016 58,016 – – – – –
Gill Barr 8,000 8,000 – – – – –
Anthony Bickerstaff 8,000 8,000 – – – – –
8,000 8,000 – – – – –
Debbie Lentz 10,022 10,022 – – – – –
20,024 20,024 – – – – –
1 Tom Hinton joined the Board on 15 August 2022
continued
100
Annual Report and Accounts 2023
Date of award Vest date
Option
exercise
price
Share
price at
date of
award
1
No. of
shares
under
award at
31 March
2022
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
2023
LTIP 2 Sep 2019 2 Sep 2022 Nil 164,546 – 101,689 62,857 – 101,689
LTIP Nil 350,910 – – – – 350,910
LTIP Nil 156,816 – – – – 156,816
LTIP Nil – 213,461 – – – 213,461
Deferred Annual
Bonus 2021
4,542 – – – – 4,542
Deferred Annual
Bonus 2022
– 9,577 – – – 9,577
676,814 223,038 164,546 62,857 – 836,995
LTIP 15 August
2022
15 August
2025
Nil – 113,287 – – – 113,287
– 113,287 – – – 113,287
Director
Purchase
date
Date of release
of free shares
Purchased
shares
Free
shares
1
Share price
in pence
2
2023 2028 98 24 303.5
Tom Hinton 2023 2028 98 24 303.5
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.
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
Director
Date of appointment
to the Board Date of current contract
Notice period
(Company)
Notice period
(Director)
Unexpired term as at
31 March 2023
2 Sep 2019 8 May 2019 12 months 12 months Rolling 12 months
Tom Hinton 15 August 2022 12 months 12 months Rolling 12 months
Director
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
Sir Martin Read CBE 1 Aug 2018 16 months
Gill Barr 15 Sep 2017 12 Sep 2017 2 Sep 2020 6 months
Anthony Bickerstaff 1 Sep 2020 5 months
7 Apr 2020 13 Feb 2020 23 Mar 2023 37 months
Debbie Lentz 7 Mar 2019 27 months
1 Nov 2014 30 Oct 2014 2 Sep 2020 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.
101
Annual Report and Accounts 2023
Governance
No Executive Directors held any external directorships during the year and do not hold any at the date of this report.
trusts as this is the comparator group for measuring TSR performance under the LTIP.
1,200
1,000
800
600
400
200
0
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
Year ended
31 March Chief Executive Officer
Chief Executive Officer
single figure of total
remuneration
£’000
Annual Bonus outturn
(% of maximum)
LTIP vesting
(% of maximum)
2023 670 28% 0%
2022 1,156 66% 62%
2021 777 59%
2020
1
621 56%
2020 Adrian Colman
1
554 58% 59%
2019 Adrian Colman 1,541 65% 84%
2018 Adrian Colman 1,933 56% 98%
2017 Adrian Colman 2,008 73% 100%
2016 Adrian Colman
2
1,653 61% 100%
2016 Eric Born
2
3,750 – 100%
2015 Eric Born 2,051 56% 100%
2014 Eric Born 1,264 68% 100%
respect of each Director according to the period served.
according to the period served.
continued
102
Annual Report and Accounts 2023
FY22 FY21
Base salary/
fees
Taxable
benefits
Annual
Bonus
Base salary/
fees
Taxable
benefits
Annual
Bonus
(% change)
5
(% change) (% change) (% change)
5
(% change) (% change)
1
15% 7% 54% 14% -20.6% -54.1% -31.7%
Tom Hinton
Gill Barr 4% – – 7% – – -1.8% – –
Anthony Bickerstaff
2
4% – – 111% – – – –
3
4% – – 9% – – – –
Debbie Lentz 4% – – 9% – – 17.9% – –
4% – – 7% – – -1.8% – –
Sir Martin Read CBE 4% – – 7% – – -5.3% – –
Other employees
4
1% 1% 14% 17% 0.4% 2.3% 11.6%
2 Anthony Bickerstaff joined the Board on 1 September 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.
2022 to year ended 31 March 2023, and the increase in dividends related to each of those financial years.
31 March 2022 Difference
Item £m £m
Remuneration of all employees
1
751.1 707.4 43.7
Dividend 15.3 14.9 0.4
1 Includes all personnel expenses, as set out in Note 6 to the consolidated financial statements.
During the year, external advisers attended Committee meetings upon invitation to provide advice and support to the Committee.
Deloitte LLP is a founding member of the Remuneration Consultants Group and a signatory to the Code of Conduct for Remuneration
independence.
advice in the period.
103
Annual Report and Accounts 2023
Governance
Resolution Votes for % Votes against % Total votes
% of issued share
capital voted
Votes
withheld
Annual report on remuneration 88,885,955 99.49 453,353 0.51 89,339,308 71.73 705,991
Directors’ Remuneration Policy 88,034,224 96.45 3,242,796 3.55 91,277,020 73.29 68,717
Corporate Governance Code, the Listing Rules and the Large and Medium-sized Companies and Groups (Accounts and Reports) (Amendment)
Regulations 2013.
–
– removal of legacy annual bonus maximum opportunity of 120% of salary. The maximum annual bonus opportunity for all Executive
–
Bonus have been made.
Other minor changes have been made to improve the operation of the Policy.
continued
104
Annual Report and Accounts 2023
Salaries are set at a sufficient level to recruit and retain individuals of the necessary quality to deliver the
Group’s strategy.
–
–
–
–
– salary levels in companies of a similar size and complexity.
–
–
–
–
explanation in the relevant Annual report on remuneration.
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.
–
–
–
–
–
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
previous location at the end of the employment or assignment.
details and rationale in the relevant Annual report on remuneration.
105
Annual Report and Accounts 2023
Governance
appropriate.
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
shares held under the SIP are used to buy Dividend Shares.
Partnership Shares bought by employees – The maximum pre-tax salary that can be used to buy Partnership Shares
Matching Shares – The Company can match employees’ Partnership Share purchases by giving them additional
The Group provides the appropriate pension provision for Executive Directors in a business of this size in order
Executive Directors are entitled to join the defined contribution section of the Wincanton plc pension scheme.
terms) for the Executive Directors.
The aim of the Annual Bonus is to incentivise and recognise the Executive Directors’ contribution to the delivery of
to shareholders.
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
discretion to adjust the outcome if considered appropriate taking into account factors including, but not limited
continued
continued
106
Annual Report and Accounts 2023
The aim of the LTIP is to incentivise and recognise the performance of Executive Directors in respect of their
and sustained increase in shareholder value.
holding period.
Performance is normally measured over a period of no less than three years.
return (e.g. relative TSR).
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.
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
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,
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.
commitment of the role and market levels in companies of a similar size and complexity. Aggregate fees for the
107
Annual Report and Accounts 2023
Governance
the primary measure of performance. We consider this reflects the
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
key to the Company in the year, for example in relation to ESG. The
priorities for that specific financial year.
and are appropriately aligned to Wincanton’s long term strategy.
A significant proportion of the LTIP is tied to long term financial
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.
The Committee operates the Company’s incentive plans according
discretion as to the operation and administration of these incentive
–
–
–
–
– the choice of (and adjustment of) performance measures and
–
divestment of a Group business or changes to accounting
adjustment or amendment is appropriate so that the conditions
– discretion to adjust annual bonus or LTIP outcomes if they are
taking into account any relevant factors. While the Committee
reduction to outcomes, the Committee retains the right to make
– in exceptional circumstances, amendment of any performance
performance conditions are considered fair and reasonable, and
are neither materially more nor materially less challenging than
– discretion relating to the measurement of performance in certain
circumstances (e.g. a variation of share capital, change of control,
– determination of a good leaver (in addition to any specified
categories) for incentive plan purposes, based on the plan rules
– adjustments required in certain circumstances (e.g. rights issues,
share buybacks, special dividends, other corporate events, etc.).
in the Annual report on remuneration. As appropriate, it might also be
The Committee retains discretion to determine the approach and
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).
The Committee may make minor amendments to the Policy set out
above (e.g. for regulatory, exchange control, tax or administrative
requiring prior shareholder approval for that amendment.
The Committee reserves the right to make any remuneration
payments and payments for loss of office (including exercising
(i) before 1 April 2015 (the date the Company’s first shareholder-
(ii) before the Policy set out above came into effect, provided that
approved Directors’ Remuneration Policy in force at the time
not in consideration for the individual becoming a Director of
the Company.
For these purposes ‘payments’ includes the Committee satisfying
is granted.
– The remuneration package for the Executive Directors is
than for other employees, to make a greater part of their pay
conditional on the delivery of the Company’s strategy and
performance.
Directors.
– 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
continued
108
Annual Report and Accounts 2023
– The eligibility to participate and receive a bonus, and
the level of bonus available, is dependent on the role and level
– The most senior individuals in the Group,
intended to encourage sustainable long term value generation and
– 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
currently eligible to receive one matched share for every four shares
purchased.
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
a routine basis but does so if any significant changes to Group
remuneration and employment policies are proposed. The
members, as Directors, receive the annual employee consultation
The Committee considers best practice developments and
publications from institutional investors and shareholder bodies
Committee is committed to maintaining an open and consultative
the operation of the previous Policy. As no substantive changes
are being made to the Policy, the Committee did not undertake
of internal promotion, remuneration packages and fees are set in
recruited, the role requirements, and relevant market benchmarks.
the intention to implement a planned increase on a phased basis in
subsequent years subject to development in the role and individual
performance.
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
into account the form (cash or shares), timing and performance
conditions of the remuneration being forfeited. Replacement share
and as permitted under the Listing Rules.
In the case of an internal promotion, any outstanding variable pay
on the original terms.
Under the Executive Directors’ service contracts, the Company is
required to give 12 months’ notice, and the Director is required to
If notice is served by either party, the Executive Director can
continue to receive basic salary, taxable benefits and pension
time the Company may require the individual to continue to fulfil
their current duties or may assign a period of ‘garden leave’. The
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
Committee. Bad leavers are employees that leave for any other
reason. In circumstances of termination on notice the Committee
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
financial year. There is no provision for an amount in lieu of bonus
to the Annual Bonus.
the good leaver until vesting, on the normal vesting date or earlier at
If employment is terminated by the Company, the departing
Executive Director may have a legal entitlement (under statute or
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
independent legal advice.
109
Annual Report and Accounts 2023
Governance
continued
continued
including, but not limited to, settlement, confidentiality, restrictive
interests of the Company and its shareholders to do so.
In the event of a change of control (or similar corporate event)
–
determined by the acquiring Company.
–
that the Committee determines that any performance conditions
prior to the change of control. Alternatively, unvested long
acquiring Company.
The Chair and Non-executive Directors’ terms of appointment are
set out in their respective letters of appointment. All Directors
annual re-election at each AGM. The required notice period is up
Directors are not normally entitled to any remuneration on loss
of office.
scenarios exclude the impact of any accrual of dividends or dividend
equivalents. The basis of calculation for each scenario is set out in
continued
Fixed
100%
Target
55% 26% 19%
Maximum
30% 28% 42%
25% 23% 35% 17%
Fixed
100%
Target
56% 26% 18%
Maximum
32% 29% 39%
26% 24% 33% 16%
Minimum Target Maximum Maximum plus 50% share price growth
Fixed pay –
– Benefits based on estimated benefits for the financial year ended 31 March 2024.
Annual Bonus Nil payout 50% of maximum 100% of maximum 100% of maximum
LTIP Nil payout 25% of maximum 100% of maximum 100% of maximum plus 50%
Fixed pay Annual Bonus LTIP
110
Annual Report and Accounts 2023
The Company’s Articles of Association may only be amended by
Wincanton plc is the ultimate parent Company of the Group and
no branches. The Company is listed on the London Stock Exchange
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.
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.
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.
The Company is required to prepare a Strategic report to give a
Directors have performed their duties under section 172 of the
Companies Act 2006.
The information that fulfils the requirements of the Strategic report
and financial performance and the principal risks and uncertainties
facing the Group.
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.
included on pages 44 to 46.
During the year ended 31 March 2023, the Company has complied
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.
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.
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.
–
– Tom Hinton, Chief Financial Officer (appointed 15 August 2022)
– Sir Martin Read CBE, Chair
–
– Gill Barr
– Anthony Bickerstaff
–
– Debbie Lentz
The rules governing the appointment and replacement of Directors,
of Association.
re-election. The biographical details for all the Directors are set out
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 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
best interests to protect the Directors from the consequences of
innocent errors or omissions. Accordingly, a Directors’ and officers’
in place throughout the year. The policy provides indemnity to Group
employees that serve as Directors or officers of any Group company, as
the Directors, as permitted by the Companies Act 2006.
Wincanton has long recognised the importance of respecting the
human rights of all our stakeholders including our colleagues, our
111
Annual Report and Accounts 2023
Governance
continued
continued
The Code of Conduct sets out the high ethical standards expected
as a corporate governance structure and a robust risk, controls and
The Company has been advised under the Financial Conduct
Authority’s Listing Rules and Disclosure Guidance and Transparency
the Company’s issued share capital.
Shareholder
Number of
shares held
Holding (% of
issued share capital)
Columbia Threadneedle Investments 19,767,818 15.87
Aberforth Partners 17,092,291 13.72
Schroder Investment Management 6,939,870 5.57
6,099,027 4.90
Coeli Asset Management 5,822,522 4.68
BlackRock 5,143,436 4.13
Polar Capital 4,856,827 3.90
Interactive Investor 3,761,916 3.02
3,752,822 3.01
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
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.
a going concern basis, the Directors considered the Group’s business
affect its future performance and position. For further details of this
assessment, see pages 56 and 128.
The Group profit attributable to equity shareholders for the financial
it is party that take effect, alter or terminate upon a change of
and should be disclosed in this Directors’ report.
each Director has taken all the steps that they ought to have taken as a
124,543,670 Ordinary Shares of 10p each. There are no preference
shares or non-voting shares. There are no shares held in Treasury.
Benefit Trust under this authority to satisfy the exercise of share
to purchase in the market the Company’s shares at the 2023 AGM.
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,
Listing Rules of the Financial Conduct Authority, certain employees are
required to seek approval of the Company to deal in its shares.
The disclosures concerning greenhouse gas emissions required by
During the year ended 31 March 2023, the Group contributed
in-person event at 1 Cornhill London. The Notice of Annual General
conducted at
the AGM, is set out in a separate Notice addressed to
shareholders and
Wincanton is an inclusive and equal opportunities employer. The
Group is committed to ensuring that disabled persons are treated
Equality Act 2010. Wincanton gives full and fair consideration to
applications for employment by disabled persons and provides the
Training, career development and promotion are equally applied
regardless of disability or any other individual attribute.
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
19 May 2023
112
Annual Report and Accounts 2023
The Directors are responsible for preparing the Annual Report and
Company financial statements for each financial year. Under that
statements unless they are satisfied that they give a true and
and of their profit or loss for that period. In preparing each of the
Group and parent Company financial statements, the Directors are
– select suitable accounting policies and then apply them
– make judgements and estimates that are reasonable, relevant,
–
–
to any material departures disclosed and explained in the parent
– assess the Group and parent Company’s ability to continue as a
going concern, disclosing, as applicable, matters related to going
– 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
financial position of the Company and enable them to ensure that its
They are responsible for such internal control as they determine is
necessary to enable the preparation of financial statements that are
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.
responsible for preparing a Strategic report, Directors’ report,
Directors’ Remuneration report and Corporate Governance
The Directors are responsible for the maintenance and integrity of
the corporate and financial information included on the Company’s
dissemination of financial statements may differ from legislation in
other jurisdictions.
–
of the assets, liabilities, financial position and profit or loss of
the Company and the undertakings included in the consolidation
–
of the development and performance of the business and the
financial position of the issuer and the undertakings included in
the principal risks and uncertainties that they face.
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
113
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Governance
114
Annual Report and Accounts 2023
to the members of Wincanton plc
–
–
–
–
We have audited the financial statements of Wincanton Plc (the ‘Parent Company’) and its subsidiaries (the ‘Group’) for the year ended
under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report.
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
of the financial statements is appropriate. Our evaluation of the Directors’ assessment of the Group and the Parent Company’s ability to
–
– 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
–
–
–
– 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.
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
this report.
Governance
115
Annual Report and Accounts 2023
Coverage
2023 2022
Revenue recognition
Valuation of certain defined benefit pension scheme assets
Measurement of the gross defined benefit pension scheme
obligation
profit before tax).
control, and assessing the risks of material misstatement in the financial statements. We also addressed the risk of management override
misstatement.
audit team.
–
–
–
–
– Enquiries and challenge of management to understand the actions they have taken to identify climate-related risks and their potential
–
–
Governance
116
Annual Report and Accounts 2023
to the members of Wincanton plc continued
continued
Key audit matter How the scope of our audit addressed the key audit matter
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
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
Separately, from time to time, the
for contract modifications under IFRS
requires judgement in determining
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.
contracts entered into during the
year may require judgements to be
made regarding promises in contracts
that are treated as performance
that this gives rise to a significant risk
of error in revenue recognition.
Our procedures included.
– Testing a sample of accrued income on open book and closed
book contracts and agreeing the amounts recorded to post
as agreeing the service provided to underlying contracts.
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
corroboration to supporting documentation and explanations
by management.
–
selected by reference to the amount of revenue recorded
copy of the contract and management’s contract checklist,
including judgements regarding the existence of performance
to be reflective of the standalone selling price of the additional
significant discounts or rebates.
–
the amount of revenue recorded for that contract in the
regarding the existence of performance obligations and the
that the recognition of revenue relating to manual period end
117
Annual Report and Accounts 2023
continued
continued
Key audit matter How the scope of our audit addressed the key audit matter
As disclosed in note 26, 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.
of the investment fund managers,
are highly subjective, in particular
assets, the latter being determined
to the financial year end.
– Assessing the competence of the investment fund managers
understand the controls they have in place over valuation
reliability of the valuations.
– For the liability driven investments, testing a sample of
–
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
– We also considered any significant valuation movements
statements of the private debt funds and the financial year
date to assess the level of volatility in the portfolio of private
debt assets.
that the valuations of the liability driven assets and the private
acceptable.
As disclosed in note 26, the
Group has recorded a gross
defined benefit obligation of
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
of possible reasonable outcomes. The
Directors have taken independent
actuarial advice in respect of the
appropriateness of these assumptions.
area of focus for our audit and a key
audit matter.
– We tested the underlying data used in the calculation of the
gross defined benefit obligation to supporting documentation.
–
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
acceptable range of possible positions.
the measurement of the gross defined benefit pension scheme
Governance
118
Annual Report and Accounts 2023
to the members of Wincanton plc continued
We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements. We consider
that are taken on the basis of the financial statements.
Group financial statements Parent company financial statements
2023
£m
2022
£m
2023
£m
2022
£m
4.5% of underlying
profit before tax
4.5% of underlying
profit before tax
1% of total assets 1% of total assets
Underlying profit before
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.
Underlying profit before
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.
considered to be the
most appropriate
measure as the Parent
Company is a holding
company that does
not trade.
considered to be the
most appropriate
measure as the Parent
Company is a holding
company that does
not trade.
70% of overall
materiality.
70% of overall
materiality.
70% of overall
materiality.
70% of overall
materiality.
70 % of overall
considered to be
appropriate taking
into consideration
factors including the
our testing.
70 % of overall
considered to be
appropriate taking
into consideration
factors including the
our testing.
70 % of overall
considered to be
appropriate taking
into consideration
factors including the
our testing.
70 % of overall
considered to be
appropriate taking
into consideration
factors including the
our testing.
119
Annual Report and Accounts 2023
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
We have nothing to report in this regard.
–
– The Directors’ explanation as to their assessment of the Group’s prospects, the period this assessment covers
–
– Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks set out
–
–
–
–
requirements.
Directors’ report.
In our opinion, the part of the Directors’ remuneration report to be audited has been properly prepared in
– adequate accounting records have not been kept by the Parent Company, or returns adequate for our audit have
– the Parent Company financial statements and the part of the Directors’ remuneration report to be audited are
–
–
Governance
120
Annual Report and Accounts 2023
to the members of Wincanton plc continued
As explained more fully in the Statement of Directors’ responsibilities, the Directors are responsible for the preparation of the financial
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.
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.
–
–
–
–
–
–
–
–
– the nature of the industry, control environment and business performance including the design of the Group’s remuneration policies,
–
–
–
121
Annual Report and Accounts 2023
continued
continued
We determined the areas most susceptible to be revenue recognition and management override of controls.
–
–
–
– 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 procedures in the key audit matters section above in relation to revenue recognition.
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
19 May 2023
Governance
122
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Annual Report and Accounts 2023
Consolidated income statement For the year ended 31 March 2023
.
2023 2022
Note
Underlying
£m
Non-
underlying
£m
Total
£m
Underlying
£m
Non-
underlying
£m
Total
£m
Revenue 2 1,462.0 – 1,462.0 1,421.4 – 1,421.4
Net operating costs 4 (1,391.2 ) (23.9 ) (1,415.1 ) (1,356.7 ) (3.3 ) (1,360.0 )
Operating profit/(loss) 4 70.8 (23.9 ) 46.9 64.7 (3.3 ) 61.4
Financing income 7 3.6 – 3.6 1.1 – 1.1
Financing cost 7 (12.3 ) – (12.3 ) (7.7 ) – (7.7 )
Profit/(loss) before tax 62.1 (23.9 ) 38.2 58.1 (3.3 ) 54.8
Income tax credit/(expense) 8 (9.7 ) 4.7 (5.0 ) (7.5 ) 0.6 (6.9 )
Profit/(loss) attributable to equity shareholders of
Wincanton plc 52.4 (19.2 ) 33.2 50.6 (2.7 ) 47.9
Earnings per share
– basic 9 42.5 p 26.9 p 40.8 p 38.6 p
– diluted 9 42.4 p 26.9 p 40.3 p 38.2 p
Financial statements
123
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Annual Report and Accounts 2023
Note
2023
£m
2022
£m
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 26
(22.4 )
Income tax relating to items that will not subsequently be reclassified to profit or loss 8
(14.7 )
(18.2 )
Items which are or may subsequently be reclassified to the income statement
Net foreign exchange loss on investment in foreign subsidiaries
(0.1 )
(0.1 )
Total other comprehensive income/(loss) for the year, net of income tax
(18.0 )
Total comprehensive income attributable to equity shareholders of Wincanton plc
Consolidated statement of comprehensive income For the year ended 31 March 2023
Financial statements
124
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Annual Report and Accounts 2023
Note
2023
£m
2022
(Restated) 1
£m
Non-current assets
Goodwill and intangible assets 11
Property, plant, equipment and vehicles 12 28.8
Right-of-use assets 14 176.2
Employee benefits 26
Total non-current assets
Current assets
Inventories 16 1.8
Trade and other receivables 17 170.6
Income tax receivable
Cash at bank and in hand 18 13.2
Total current assets
Total assets
Current liabilities
Income tax payable
Lease liabilities 20 (37.5 )
Trade and other payables 21 (289.6 )
Provisions 22 (11.3 )
(27.3 )
(323.6 )
(12.7 )
Total current liabilities (338.4 )
(366.9 )
Net current liabilities (148.2 )
(128.2 )
Total assets less current liabilities 278.8
Non-current liabilities
Borrowings and other financial liabilities 19 – (25.0 )
Lease liabilities 20 (168.9 ) (179.4 )
Employee benefits 26 (1.9 ) (2.5 )
Provisions 22 (32.0 ) (30.6 )
Deferred tax liabilities 15 (16.9 ) (16.9 )
Total non-current liabilities (219.7 ) (254.4 )
Net assets 59.1
Equity
Issued share capital 24 12.5 12.5
Share premium 12.9 12.9
Merger reserve 3.5 3.5
Translation reserve (0.3 ) (0.5 )
Own shares (5.6 ) (2.2 )
Retained profits 36.1 37.4
Total equity 59.1 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
Consolidated balance sheet At 31 March 2023
125
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Annual Report and Accounts 2023
Note
Issued
share
capital
£m
Share
premium
£m
Merger
reserve
£m
Translation
reserve
£m
Own
shares
£m
Retained
(losses)/
earnings
£m
Total
equity/
(deficit)
£m
Balance at 1 April 2021 12.5 12.9 3.5 (0.4 ) (1.0 ) (29.2 ) (1.7 )
Profit for the year – – – – – 47.9 47.9
Other comprehensive income/(loss) – – – (0.1 ) – 32.9 32.8
Total comprehensive income – – – (0.1 ) – 80.8 80.7
Share based payment transactions 27 – – – – (1.2 ) (0.3 ) (1.5 )
Tax on share based payment transactions 8 – – – – – 0.4 0.4
Dividends paid to shareholders 10 – – – – – (14.3 ) (14.3 )
Balance at 31 March 2022 12.5 12.9 3.5 (0.5 ) (2.2 ) 37.4 63.6
Balance at 1 April 2022 12.5 12.9 3.5 (0.5 ) (2.2 ) 37.4 63.6
Profit for the year – – – – – 33.2 33.2
Other comprehensive income/(loss) – – – 0.2 – (18.2 ) (18.0 )
Total comprehensive income – – – 0.2 – 15.0 15.2
Share based payment transactions 27 – – – – (3.4 ) (0.7 ) (4.1 )
Tax on share based payment transactions
8 – – – – – (0.3 ) (0.3 )
Dividends paid to shareholders 10 – – – – – (15.3 ) (15.3 )
Balance at 31 March 2023 12.5 12.9 3.5 (0.3 ) (5.6 ) 36.1 59.1
Consolidated statement of changes in equity For the year ended 31 March 2023
Financial statements
126
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Annual Report and Accounts 2023
Note
2023
£m
2022
£m
Cash flows from operating activities
Profit before tax 38.2 54.8
Adjustments for:
– depreciation and amortisation 52.2 43.8
– research and development expenditure credit (0.2 ) (0.6 )
– net financing costs 7 8.7 6.6
– impairments 13 19.1 0.4
– (profit)/loss on disposal of property, plant and equipment 1.9 (0.1 )
– loss on derecognition of lease liabilities 2.4 1.2
– Gain on disposal of businesses 3 (0.4 ) (0.9 )
– share based payment transactions (0.4 ) 0.3
(Increase)/decrease in trade and other receivables 37.2 (7.9 )
(Increase)/decrease in inventories 0.8 (1.1 )
Increase/(decrease) in trade and other payables (33.5 ) 15.9
Decrease in provisions (0.6 ) (1.7 )
Increase in employee benefits before pension deficit payment 0.9 0.9
Income taxes paid (8.8 ) (3.3 )
Net cash flows from operating activities before pension deficit payment 117.5 108.3
Pension deficit payment (20.1 ) (18.5 )
Net cash flows from operating activities 97.4 89.8
Cash flows from Investing activities
Proceeds from sale of property, plant and equipment 2.0 2.9
Purchase of business, net of cash acquired – (13.6 )
Additions of property, plant, equipment and vehicles 12 (14.7 ) (10.7 )
Additions of computer software 11 (1.8 ) (0.5 )
Net Cash flows from investing activities (14.5 ) (21.9 )
Cash flows from Financing activities
Increase/(decrease) in borrowings (25.0 ) 9.9
Repayment of borrowings acquired – (14.0 )
Own shares acquired (3.7 ) (1.8 )
Repayments of amounts relating to lease liabilities (48.7 ) (42.9 )
Equity dividends paid 10 (15.3 ) (14.3 )
Interest paid on borrowings (5.7 ) (3.1 )
Net Cash flows from financing activities (98.4 ) (66.2 )
Net increase/(decrease) in cash and cash equivalents (15.5 ) 1.7
Cash and cash equivalents at beginning of the year 28.7 27.0
Cash and cash equivalents at end of the year 13.2 28.7
Represented by:
– cash at bank and in hand 18 10.4 25.9
– restricted cash, being deposits held by the Group's captive insurer 18 2.8 2.8
Consolidated statement of cash flows For the year ended 31 March 2023
127
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Annual Report and Accounts 2023
Notes to the consolidated financial statements
Financial statements
128
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Annual Report and Accounts 2023
Notes to the consolidated financial statements continued
129
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Annual Report and Accounts 2023
Financial statements
Notes to the consolidated financial statements continued
130
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Annual Report and Accounts 2023
131
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Annual Report and Accounts 2023
Financial statements
Notes to the consolidated financial statements continued
132
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133
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Annual Report and Accounts 2023
Financial statements
Notes to the consolidated financial statements continued
134
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Annual Report and Accounts 2023
135
Wincanton plc
Annual Report and Accounts 2023
Financial statements
Notes to the consolidated financial statements continued
136
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Annual Report and Accounts 2023
137
Wincanton plc
Annual Report and Accounts 2023
Financial statements
Notes to the consolidated financial statements continued
138
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Annual Report and Accounts 2023
139
Wincanton plc
Annual Report and Accounts 2023
Financial statements
Notes to the consolidated financial statements continued
140
Wincanton plc
Annual Report and Accounts 2023
141
Wincanton plc
Annual Report and Accounts 2023
Financial statements
Notes to the consolidated financial statements continued
142
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Annual Report and Accounts 2023
143
Wincanton plc
Annual Report and Accounts 2023
Financial statements
144
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Annual Report and Accounts 2023
Notes to the consolidated financial statements continued
Financial statements
145
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Annual Report and Accounts 2023
Financial statements
Notes to the consolidated financial statements continued
146
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Annual Report and Accounts 2023
147
Wincanton plc
Annual Report and Accounts 2023
Financial statements
Notes to the consolidated financial statements continued
148
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Annual Report and Accounts 2023
149
Wincanton plc
Annual Report and Accounts 2023
Financial statements
Notes to the consolidated financial statements continued
150
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Annual Report and Accounts 2023
151
Wincanton plc
Annual Report and Accounts 2023
Financial statements
Notes to the consolidated financial statements continued
152
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Annual Report and Accounts 2023
153
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Annual Report and Accounts 2023
Financial statements
Notes to the consolidated financial statements continued
154
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Annual Report and Accounts 2023
155
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Annual Report and Accounts 2023
Financial statements
Notes to the consolidated financial statements continued
156
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Annual Report and Accounts 2023
157
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Annual Report and Accounts 2023
Financial statements
Notes to the consolidated financial statements continued
158
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Annual Report and Accounts 2023
159
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Annual Report and Accounts 2023
Financial statements
160
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Annual Report and Accounts 2023
Note
2023
£m
2022
£m
Non-current assets
Investment in subsidiaries 2 108.9 108.9
Amounts owed by Group undertakings 3 58.3 75.0
Total non-current assets 167.2 183.9
Current assets
Trade and other receivables 4 2.4 2.6
Cash and cash equivalents 2.0 2.9
Income tax receivable 0.9 –
Total current assets 5.3 5.5
Total assets 172.5 189.4
Current liabilities
Amounts owed to Group undertakings (33.5) (7.6)
Trade and other payables 5 (1.2) (2.2)
Income tax payable – (1.9)
Total current liabilities (34.7) (11.7)
Net current liabilities (29.4) (6.2)
Total assets less current liabilities 137.8 177.7
Non-current liabilities
Borrowings – (25.0)
Total non-current liabilities – (25.0)
Net assets 137.8 152.7
Equity
Issued share capital 6 12.5 12.5
Share premium 12.9 12.9
Own shares (5.6) (2.2)
Retained earnings 118.0 129.5
Total equity 7 137.8 152.7
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
Wincanton plc Company balance sheet At 31 March 2023
161
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Annual Report and Accounts 2023
Issued
share
capital
£m
Share
premium
£m
Own
shares
£m
Profit
and
loss
£m
Total
equity
£m
Balance at 1 April 2021 12.5 12.9 (1.0) 132.7 157.1
Profit for the year – – – 11.0 11.0
Other comprehensive income – – – – –
Total comprehensive income – – – 11.0 11.0
Share based payment transactions – – (1.2) (0.3) (1.5)
Tax on share based payment transactions – – – 0.4 0.4
Dividends paid to shareholders – – – (14.3) (14.3)
Balance at 31 March 2022 12.5 12.9 (2.2) 129.5 152.7
Balance at 1 April 2022 12.5 12.9 (2.2) 129.5 152.7
Profit for the year – – – 4.8 4.8
Other comprehensive income – – – – –
Total comprehensive income – – – 4.8 4.8
Share based payment transactions – – (3.4) (0.7) (4.1)
Tax on share based payment transactions – – – (0.3) (0.3)
Dividends paid to shareholders – – – (15.3) (15.3)
Balance at 31 March 2023 12.5 12.9 (5.6) 118.0 137.8
Wincanton plc Company statement of changes in equity For the year ended 31 March 2023
Financial statements
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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
tofairvalue. 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
theamounts 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
2023
£m
2022
£m
Cost at beginning and end of year 108.9 108.9
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
2023
£m
2022
£m
Amounts owed by Group undertakings 58.3 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.
Notes to the Wincanton plc Company financial statements
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4. Trade and other receivables
2023
£m
2022
£m
Prepayments 1.6 1.5
Deferred tax assets 0.8 1.1
2.4 2.6
All receivables are due within one year.
5. Trade and other payables
2023
£m
2022
£m
Other payables 1.0 1.2
Accruals 0.2 1.0
1.2 2.2
6. Equity
Allotted, called up and fully paid
2023
£m
2022
£m
124,543,670 (2022: 124,543,670) Ordinary Shares of 10p each 12.5 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
2023
£m
2022
£m
Profit for the year 4.8 11.0
Dividends paid to shareholders (15.3) (14.3)
Tax on share based payment transactions (0.3) 0.4
Share based payment transactions (4.1) (1.5)
Net movement in shareholders’ funds (14.9) (4.4)
Opening shareholders’ funds 152.7 157.1
Closing shareholders’ funds 137.8 152.7
Financial statements
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Annual Report and Accounts 2023
Group five year record
As reported under Adopted IFRS
2023
£m
2022
£m
2021
2
£m
2020
3
£m
2019
£m
Revenue 1,462.0 1,421.4 1,221.9 1,201.2 1,141.5
Underlying operating profit
1
70.8 64.7 51.8 61.0 55.3
Operating profit 46.9 61.4 50.8 52.0 54.6
Net financing costs (8.7) (6.6) (4.6) (8.2) (6.0)
Underlying profit before tax
1
62.1 58.1 47.2 52.8 49.3
Profit before tax 38.2 54.8 46.2 43.8 48.6
Underlying profit after tax for the year
1
52.4 50.6 39.7 44.7 41.5
Underlying earnings per share
1
42.5p 40.8p 32.0p 36.1p 33.5p
Basic earnings per share 26.9p 38.6p 31.5p 31.1p 34.5p
Dividend per share 13.20p 12.00p 10.35p 3.90p 10.89p
Net cash/(debt) 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
anon-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.
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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 Wincanton plc
Offering Ordinary Shares of 10p
As at date 31 March 2023
Balance ranges Number of holdings % of holders Number of shares % Issued capital
1 to 1,000 6,263 80.92% 1,828,601 1.47%
1,001 to 10,000 1,193 15.41% 3,306,081 2.65%
10,001 to 50,000 138 1.78% 3,120,008 2.51%
50,001 to 250,000 88 1.14% 9,555,312 7.67%
250,001 to 1,000,000 35 0.45% 16,751,418 13.45%
1,000,001 to highest 23 0.30% 89,982,250 72.25%
Totals 7,740 100.00% 124,543,670 100.00%
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.
Shareholder information
Financial statements
166
Wincanton plc
Annual Report and Accounts 2023
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.
Shareholder information continued
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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
ininterest 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.
Financial statements
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Annual Report and Accounts 2023
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 0W T
Registered in England & Wales under No. 04178808
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
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 number: OC333653
Board of Directors and advisers
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
toISO 14001.
CBP019021
Wincanton plc
Registered in England & Wales
under No. 04178808
Tel +44 (0)1249 710000
wincanton.co.uk