Annual Report 2024
“ In what was a challenging environment for the Group we
stabilised customer service following the implementation of
our complex ERP system upgrade, continued to invest in our
brands, people and distribution platforms. We can look forward
to advancing our growth objectives in FY2025 and beyond
from a solid foundation. Our decision to re-instate dividends
and return capital in the form of a share buyback programme
reflects both the strength of our capital structure and our on-
going free cash flow conversion.”
Ralph Findlay
Chair & Chief Executive Officer
C&C Group’s portfolio of owned/exclusive
brands include: Bulmers, the leading
Irish cider brand; Tennent’s, the leading
Scottish beer brand; Magners, the premium
international cider brand; as well as a range
of fast-growing, premium and craft ciders
and beers, such as Heverlee, Menabrea,
Five Lamps and Orchard Pig.
C&C exports its Magners and Tennent’s
brands to over 40 countries worldwide.
C&C has owned brand and contract
manufacturing/packing operations in Co.
Tipperary, Ireland and Glasgow, Scotland.
C&C is the No. 1 drinks distributor to
the UK and Ireland hospitality sectors.
Operating through the Matthew Clark,
Bibendum, Tennent’s and Bulmers Ireland
brands, the Group has a market leading
range, scale and reach including an
intimate understanding of the markets it
serves. Together this provides a key route-
to-market for major international beverage
companies.
C&C Group plc is headquartered in
Dublin and is listed on the London Stock
Exchange.
bulmers.iematthewclark.co.uk tennents.co.uk
Contents
Strategic Report
2 Chair’s Statement
6 Vision, Purpose and Values
7 Divisional Structure
8 Our Engagement with Stakeholders
10 Chief Executive Officer’s Review
14 Operating Review
20 Group Strategy
22 Business Model
25 How we create sustainable value
30 Key Performance Indicators
32 Management of Risks and Uncertainties
42 Task Force for Climate Related Financial Disclosures
53 Chief Financial Officer’s Review
59 Sustainability Report
Governance Report
91 Governance at a Glance
92 Directors and Officers
94 Corporate Governance Report
108 Directors’ Report
114 Audit Committee Report
123 Environmental, Social and Governance Committee Report
127 Nomination Committee Report
136 Directors’ Remuneration Committee Report
164 Statement of Directors’ Responsibilities
Financial Statements
166 Independent Auditor’s Report
182 Consolidated Income Statement
183 Consolidated Statement of Comprehensive Income
184 Consolidated Balance Sheet
185 Consolidated Cash Flow Statement
186 Consolidated Statement of Changes in Equity
187 Company Balance Sheet
188 Company Statement of Changes In Equity
189 Statement of Accounting Policies
205 Notes Forming Part of the Financial Statements
272 Financial Definitions
Additional Information
275 Shareholder and Other Information
Financial Highlights
Results
Net Revenue
€1,652.5m
Decrease of 1.5% on a constant currency basis
Operating Profit before Exceptional Items
€60.0m
Operating Loss after Exceptional Items
€84.4m
Balance Sheet
Liquidity
€390.1m
Net Debt/Adjusted EBITDA Including Leases
1.8x
Net Debt Including Leases
€168.0m
Cash
Free cash flow conversion excluding Exceptional
items
91.4%
Free cash flow conversion
68.1%
1
Governance Report
Strategic Report Financial Statements Additional Information
Chair’s Statement
For the financial year ended 29 February 2024 net revenue was
€1,652.5m, broadly in line with last year
(i)(ii)
. Profit before taxation
and exceptional items was €38.8m (FY2023: €65.9m
(i)
). After
taxation and exceptional items, the loss for the year was €113.5m
(FY2023: profit of €40.3m
(i)
), with a net loss per share
(iii)
of 29.0 cent
(FY2023: profit of 10.3 cent per share
(i)(iii)
).
The Group has incurred significant Exceptional operating costs
of €144.4m. Of the total, €125.0m relates to a non-cash reduction
in intangible assets (goodwill) associated with the Magners brand
in the C&C Brands Cash Generating Unit in the UK. Magners
contributes modest profit and is distributed in the UK through a
third party. Other exceptional costs include €7.6m of restructuring
costs associated with the exit from Park Royal depot in London
and the opening of a larger, more efficient new London depot,
together with redundancy and other costs associated with
restructuring the business to be more focused, efficient, and
responsive to our customers’ needs. Also included is €10.4m
of costs relating to the implementation of the ERP (Enterprise
Resource Planning) system within Mathew Clark in February 2023.
The Board regret the impact of the accounting issues highlighted
in this report and have moved swiftly and decisively to address this
serious matter. With my colleagues on the Board, we are working
to significantly improve standards of corporate governance and
ethical leadership.
The challenges of the ERP implementation were described in
detail last year. I am pleased to report that the service-related
issues have been addressed and that service is fully restored to
at least pre-EPR implementation levels. Customer feedback over
the key Christmas and New Year trading period was very positive,
indicating that we are now achieving industry-leading service
levels. The overall cost of the ERP recovery was material with lost
business accounted for within pre-exceptional operating profit.
Customer retention and gains remain priorities for Mathew Clark.
Operationally, our key objectives have been to restore service and
margins in Mathew Clark, and to continue to make progress in our
key brands, Bulmers Irish Cider and Tennent’s lager. Branded net
revenue increased by 4.1%
(i)(ii)
to €312.7m, and branded operating
profit by 12.3%
(i)(ii)(iv)
to €44.6m. Bulmers and Tennent’s performed
strongly in their respective markets, with both brands gaining
market share
(v)(vi)
. Volumes of other premium beers including
Menabrea, Five Lamps and Heverlee were up 18%.
" We are a highly
cash generative
business and are
well-positioned to
execute our long-term
strategy."
Ralph Findlay
Chair & Chief Executive Officer
2
C&C Group plc
Annual Report 2024
Leverage and capital allocation
Leverage
(vii)
was 1.8x at the year-end, within
our target range of 1.5x-2.0x, reflecting the
strong underlying cash flow of the business
and despite the one-off costs of the ERP
implementation and restructuring costs.
Capital investment during FY2024
continued to be focused on our brands,
our systems, and in ensuring that our
supply chain operates to high standards of
legislative compliance and efficiency, and
that they meet rigorous environmental and
sustainability targets.
The business generates surplus cash after
appropriate levels of brand marketing,
capital investment and other necessary
uses of funds. We have previously
communicated our intention to deliver
€150m to Shareholders over the next three
years ending in February 2025, 2026 and
2027 through an appropriate mix of share
buybacks, dividends and special dividends
depending upon circumstances at the time.
We commenced a €15m share buyback
programme on 1 March 2024 and subject
to Shareholder approval, the Directors
have proposed a final dividend of 3.97
cent per share to be paid on 23 August
2024 to ordinary Shareholders registered
at the close of business on 19 July 2024.
An interim dividend of 1.89 cent per share
was paid in December, making a full year
dividend of 5.86 cent per share.
Our current intention is to return €50m to
shareholders in the current financial year
ending February 2025. At the same time,
we remain alert to the potential for other
organic or acquisitive growth opportunities
which strengthen our market position,
improve performance and create value for
Shareholders.
Governance
During the year, we made several key
appointments to the Board.
Andrew Andrea joined as Chief Financial
Officer and Executive Director on 1
March 2024, and Angela Bromfield, Chris
Browne OBE and Sarah Newbitt joined
as independent Non-Executive Directors
in July 2023; August 2023, and October
2023 respectively. Their backgrounds and
experience are described in detail on pages
92 to 93 of this report. I am delighted that
we have been able to strengthen the Board
with these key appointments.
After serving almost nine years on the
Board Vincent Crowley, Non-Executive
Director, will step down from the Board
at the conclusion of the Company’s 2024
Annual General Meeting. Vincent stepped
down from his role as Senior Independent
Director with effect from15 February 2024
and was succeeded by Chris Browne OBE
with effect from the same date. I would like
to thank Vincent for his dedication to C&C
and his significant contribution to the Board
over that period, and for his support to me
as Chair over the last two years.
In addition, we made several changes to
the composition of Board Committees, with
effect from 6 December 2023, as outlined in
detail in the Directors and Officers report on
pages 108 to 113.
During the year I served as Executive
Chair, reverting to Non-Executive Chair
following Andrew Andrea’s appointment
to the Board on 1 March 2024. On 6 June
this year, Patrick McMahon stepped down
as CEO and I was appointed as CEO with
immediate effect. It is expected that I will
perform the role of CEO for between 12
to 18 months to ensure stability within the
senior leadership team and execution of
strategy, while remaining as Chair of the
Board. On 6 June 2024 I stepped down
as Chair of the Nomination Committee
and Chris Browne was appointed to this
position.
Andrew Andrea
joined as Chief
Financial Officer
and Executive
Director on 1 March
2024, and Angela
Bromfield, Chris
Browne OBE and
Sarah Newbitt joined
as independent
Non-Executive
Directors in July
2023; August 2023,
and October 2023
respectively.
Governance Report
Strategic Report Financial Statements Additional Information
3
Chair’s Statement
(continued)
We remain committed to supporting our
colleagues’ physical and mental wellbeing
and initiated several developments. This
year we reached our target number of
colleagues who have trained as Mental
Health First Aiders to support each other,
and proudly have 120 who can offer
confidential support and advice across our
business. In May 2023, C&C participated in
Learning at Work week, designed to foster
a culture of continuous learning, empower
employees, and drive innovation. We
continue to focus on developing the skills
and capabilities of our colleagues, through
broadening the number of apprenticeship
level development programmes available
and offering professional development.
This year, this has been supported by
the launch of our Management Academy
which provides a group-wide approach to
developing all our line managers.
Our two-year Diversity, Equity and
Inclusion plan, launched this year, is
set to champion gender diversity and
employment opportunities for people from
underrepresented and disadvantaged
backgrounds, as well as creating
opportunities for all our colleagues to fulfil
their potential and take responsibility for
their careers. To help inform our actions we
are working in partnership with Diversity
in Grocery and WiHTL, both external
organisations, which support companies in
creating inclusive environments.
The Board recognises the need to take
regular temperature checks of employee
engagement to continue to develop our
people, culture, and values. At least two
employee engagement surveys take place
each year with the support of engagement
specialists, Workday Peakon. Employee
feedback and comments are reviewed by
managers, and our Executive Committee
and Board respond to the key areas of
focus in order to improve our employees’
experience and to ensure we channel
resources into the most significant areas.
This year has been a challenging one for
our colleagues, and I thank each of them
for their commitment, dedication, and
enthusiasm for the business.
Environmental and Social
Responsibility Commitments
We recognise the important role that
our industry plays in wider society but
acknowledge and understand the key
role we play in social responsibility within
the local communities we serve. We take
our responsibility seriously. In terms of
strategic oversight, the Board has an ESG
(Environment, Social and Governance)
Committee that works alongside our
ESG team to develop and execute our
ESG strategy. Our ESG team includes
representation from colleagues at all levels
across the business to ensure varied and
diverse inputs and a balanced strategy. This
year’s Sustainability Report is set out on
pages 59 to 89.
We are members of the Portman Group
and Drinkaware, organisations which raise
awareness of the potential for alcohol
harm and to promote the responsible
consumption of alcohol both with our
customers and colleagues. We utilise both
charities’ training resources to educate
our colleagues through online and virtual
group training sessions. We also produce
a range of ‘no and low’ alcohol variants of
our leading brands which we continue to
develop.
Our work with communities continues
through our partnership with The Big Issue
Group and in line with our commitment we
have made ten offers of employment to
those Vendors who are ready to return to
employment. We have also provided several
Sheltered Pitch opportunities at our sites,
providing a safe and warm place to sell the
Big Issue whilst supporting vendors to hone
their selling skills and build relationships
with our colleagues.
It is important that the performance of
the Board, its committees and individual
Directors is rigorously reviewed. This year,
an internal Board Performance Review was
conducted by the Company Secretary,
following on from last year’s external review
and the results were encouraging. Key
areas of Board strength continue to be its
strong composition, shared passion, and
the open and collaborative culture within
the Board. Our progress against last year’s
areas of focus, as well as the outcome
of this year’s effectiveness review can be
found on pages 105 and 106.
We believe that your Board has the
necessary skills, experience, and diversity
to support the management of the business
as it executes our strategy, and we are
committed to maintaining the highest
standards of governance principles and
practice, an overview of which is included
on pages 94 to 107.
People and Culture
We are a business with a manufacturing
footprint and depot network close to the
customers and consumers we serve. We
have world-class facilities and a network
that is unrivalled in terms of reach and scale
across the UK and Ireland. Undoubtedly,
our people are at the very heart of our
success, and I reiterate my sincere thanks
to every one of my colleagues for their
dedication and support in navigating the
many challenges that we faced in FY2024.
We have recently made several key
leadership appointments who will each
bring necessary experience and expertise
to C&C in their respective areas. A Chief
Technology Officer, a Chief Marketing
Officer, a Chief Human Resources Officer
and a Director of Health & Safety have
recently joined our business. All are external
appointments and are key leadership roles. I
welcome them to the business.
4
C&C Group plc
Annual Report 2024
Care for the environment remains an
integral part of the Group’s strategy. For
this reason, ESG considerations are now
part of our Executive remuneration policy,
with an environmental target being included
in the performance conditions of the 2023
Long Term Incentive Plan (‘LTIP’). More
details can be found in the Remuneration
Committee Report on pages 136 to 163.
We are committed to transitioning our
operations to clean energy sources in line
with our carbon reduction targets. 100%
of the electricity across the Group’s main
sites in the UK and Ireland comes from
renewable sources., covering 95% of the
Group’s total electricity use. In 2023 we
installed Ireland’s largest rooftop solar array
at our manufacturing facility in Clonmel and
confirmed a Corporate Purchase Power
Agreement (‘PPA’) obtaining electricity from
the Cronalaght Wind Farm in Donegal.
Whilst most of our electricity consumption
is renewable; the Group recognises that
this only constitutes a proportion of its
operational emissions. To mitigate our
Scope 1 emissions, the Group has invested
heavily in decarbonisation projects including
the implementation of electric Forklift Trucks
(‘FLTs’) to our fleet, anaerobic digestion and
biogas projects at our Wellpark Brewery,
and the commissioning of a 1MW heat
pump at our Clonmel manufacturing facility.
At Wellpark, Boiler house Energy Recovery
and Anaerobic Digestion Heat Recovery
delivered a c.1,000 tonne CO2 reduction
per annum. The Group’s waste reduction
programme across our operations includes
recycling and reducing packaging waste.
This year we again met our target of
sending zero waste to landfill. 100% of our
products are sold in containers that can be
recycled and 28% is already in returnable
units.
Looking Forward
We look forward to putting FY2024
behind us and building on the foundations
for growth that we have laid down.
The improvements to systems and the
enhanced capability of our teams will
benefit our customers and performance.
We target further development building on
the inherent strength of our brands and
distribution network and have a clear view
of strategy and capital allocation.
Trading in the first quarter of FY2025 has
been encouraging and in line with our
expectations. Whilst we remain cautious
about the consumer outlook for the
year, the market dynamics indicate that
consumers are seeking affordable treats
including visits to pubs and restaurants. At
this stage therefore there is no change to
our expected earnings for FY25 and future
years. We are a highly cash generative
business and are well-positioned to execute
our long-term strategy.
Ralph Findlay
Chair & Chief Executive Officer
Notes
(i) FY2023 numbers have been restated to
reflect the impact of a number of prior period
adjustments as outlined in Note 31 of the
Financial Statements.
(ii) FY2023 comparatives have been represented
to be on a constant currency basis (FY2023
translated at FY2024 FX rates).
(iii) Adjusted basic/diluted earnings per share (‘EPS’)
excludes exceptional items. Please also see note
9 of the financial statements.
(iv) Underlying numbers exclude the impact of
exceptional items
(v) CGA OPM 52 w/e 24.02.24; IRI Circana, Total
Grocery - Scotland, 52 w/e 24.02.24.
(vi) ROI CGA OPM 29.02.23; Nielson IQ Total off-
trade including Dunnes & Discounters 52 weeks
to week ended 25.02.24 vs 52 weeks to end Feb
2023.
(vii) Leverage is Net Debt/Adjusted EBITDA.
(viii) Net debt comprises borrowings (net of issue
costs) less cash plus lease liabilities capitalised
under IFRS 16 Leases. Net debt excluding
leases comprises borrowings (net of issue costs)
less cash.
Governance Report
Strategic Report Financial Statements Additional Information
5
Vision, Purpose and Values
We are committed to building a
company that delivers long-term value,
an organisation that has an affinity to
the markets in which it operates, with
sustainability and social responsibility at
its forefront.
With our Bulmers and Tennent’s brands,
as well as our Matthew Clark business,
C&C has a long and rich history at the
core of the Company, augmented by
continually evolving our offer to meet the
demand of our consumers, customers
and partner suppliers.
CompetitiveRespectfulHumbleOpen
We put
safety first
We keep it simple
and remain agile
We are customer
centric
We are fact based,
data and insight
driven
We collaborate
through trust
We learn to
improve
Vision
To be the pre-eminent brand-led drinks
distribution platform, serving the UK and
Ireland drinks markets, generating stable
margins, delivering strong free cash flow and
returns for our Shareholders.
Purpose
Play a role in every drinking occasion,
delivering joy to our customers and
consumers with remarkable brands and
service.
Our Values
To respect people and our planet and
aim to bring joy to life, ensuring quality is
at the core of everything we do.
Our Culture
Our Behaviours
6
C&C Group plc
Annual Report 2024
This segment includes the financial results
from sale of the Group’s own branded
products in Scotland, with Tennent’s,
Caledonia Best, Heverlee and Magners
the main brands. This division includes
the sale of the Group’s portfolio of owned
cider brands across the rest of GB,
including Magners, Orchard Pig, K Cider
and Blackthorn which are distributed in
partnership with Budweiser Brewing Group.
Our primary manufacturing plant is the
Wellpark Brewery in Glasgow, with major
distribution and administration centres in
Glasgow, Bristol and London.
The division includes Tennent’s Direct,
Scotland’s leading drinks distributor which
serves the Scottish on-trade with an
unrivalled range of drinks led by beer and
cider, and includes exclusive distribution of
Moët Hennessy products, such as Moët
and Glenmorangie, and UK distribution
of international brands Tsingtao and
Menabrea.
The segment includes the financial
results from Matthew Clark, the largest
independent distributor to the GB on-trade
drinks sector. Matthew Clark delivers a
market leading composite drinks range
across Wine, Spirits, beer, cider, and soft
drinks including a number of exclusive
distribution agreements with wine
producers and third-party brands.
Ireland
In addition, it includes Bibendum,
the UK’s leading independent wine
specialist servicing customers across
the on-trade, independent retail (through
Walker & Wodehouse) and off-trade
nationwide. Delivering a market leading
range of premium wine, a selection of
exclusive globally recognised artisan and
innovative wine producers.
The Group’s Tennent’s Direct, Matthew
Clark and Bibendum distribution
businesses operate a nationwide
distribution network serving the
independent free trade, national
accounts, independent retail and off-
trade customers.
This segment also includes the financial
results from the sale and distribution
of the Group’s own branded products,
principally Magners and Tennent’s
outside of the UK and Ireland. The
Group exports to over 40 countries
globally, notably in continental Europe,
North America, Asia and Australia.
The Group operates mainly through
local distributors in these markets and
regions. This segment also includes
the sale of the Group’s cider and beer
products in the US and Canada.
Divisional Structure
Great Britain (GB)
C&C’s Ireland division includes the financial
results from the sale of the Group’s own
branded products across the Island of
Ireland, principally Bulmers, Magners,
Tennent’s, Five Lamps, Clonmel 1650
and Heverlee. The Group also operates
the Bulmers Ireland drinks distribution
business, a leading distributor of third-party
drinks to the licensed on and off-trades
in Ireland. The Group distributes San
Miguel and Budweiser Brewing Group’s
portfolio of beer brands across the Island
of Ireland on an exclusive basis. Our
primary manufacturing plant is located
in Clonmel, Co. Tipperary, with major
distribution and administration centres in
Dublin and Culcavy, Northern Ireland.
Governance Report
Strategic Report Financial Statements Additional Information
7
Our Engagement with Stakeholders
We aim to maintain open and positive dialogue with all our
stakeholders. Our stakeholders are a critical part of our operations
and are referenced throughout this report. We have set out below
details of who our key stakeholders are, and how we engage with
them. For our Section 172 Statement, please see page 100.
Area of Focus Why we engage How we engage
Employees
Our colleagues and contractors who work in our business
Health, safety, and wellbeing
Investment in learning and
development
Promotion of equality,
diversity, and inclusion
Recognition and careers
C&C strategy, culture, and
values
Sustainability
Our people sit at the heart of
our business. Without them we
would not succeed. We want
our people to thrive in a fair and
inclusive work environment, to
ensure that C&C has the most
engaged, inspired and committed
colleagues.
Employee communications - weekly and monthly online and face
to face briefings, Regular site visits and roadshows with Senior
Management, Employee engagement surveys, Employee forums with
Non-Executive Directors, Focus on Health and Wellbeing via healthcare
benefits and Employee Resource Groups. Promote Diversity, Equity,
and Inclusion (‘DE&I’) via a Group wide Advisory Group, Remote and
Hybrid working and Right to Disconnect policies, Employee Assistance
Programmes including Whistleblowing Helpline, Annual Reviews,
Learning and Talent Development programmes, Board level ESG
Committee to develop strategy and Group wide ESG Champions to
advocate sustainability.
Communities
The people who live in the local communities around
our sites and operations
Fair employment and equal
opportunities
Local causes and issues
To build trust by operating
responsibly and sustainably
and investing in people and
addressing issues that are
material to our communities.
We support local and national charities and community groups to raise
awareness and funds to help deserving causes. Building on our existing
outreach work and initiatives which have empowered people from
marginalised communities, in September 2022 the Group announced
a three-year partnership with the Big Issue Group. This tie up is with
a social enterprise that aims to change lives through enterprise and
is aligned to C&C’s charitable agenda around tackling the complex
social issues of homelessness, addiction, poverty, and mental health.
We have also introduced a Group wide volunteering policy, allowing
all colleagues time off to volunteer, whether it be for our Big Issue
Community Partnership, or local charities, community initiatives and
causes that are of personal interest or relevant to our brands and
Business Units.
Consumers
The people who drink our products
Create joyful moments as
consumers enjoy one of our
drinks with family, friends and
loved ones
Staying ahead of changing
consumer lifestyles and habits
which impact how people
want to drink
Making sure that our beverage
offer is sustainable and good
for the planet
Safe products and
environments
We strive to build lasting bonds
with consumers built on quality,
relevance, authenticity, and trust.
On occasions when consumers
choose alcohol, we want them to
“drink better, not more.”
Using our in-house data and insight capabilities, we develop powerful
and unique brand positions that engage consumers.
We invest in and nurture our brands, to develop campaigns,
experiences and associations that resonate with consumers.
We utilise the appropriate experiences and channels to reach our
consumers.
Our brands are available and visible in the correct outlets and in the
correct formats to meet every drinking occasion.
We are committed to responsible advertising and marketing. By training
staff and via active engagement and education of consumers, C&C
promotes moderation to reduce the harmful use of alcohol.
C&C’s core brands are rooted in their communities, and we adopt the
highest Ethical and Sustainable standards in sourcing our products and
services.
The Group continuously innovates by sourcing and developing new
products that meet consumer needs and preferences.
8
C&C Group plc
Annual Report 2024
Suppliers
Our partners who supply products and services
Product quality and
authenticity
Workplace health and safety
Ethical and sustainable
supply chain reducing our
environmental impact and
making positive contributions
to society
Innovation in creation of new
brands
Working collaboratively to ensure
resilience and availability in
our supply chain to deliver the
best possible service and value
for money for customers and
consumers.
Identify opportunities for
profitable, sustainable growth.
Collaborate to improve ethical
and sustainable approach.
Suppliers must sign up to our Code of Conduct and Anti Modern
Slavery policies as well as provide detailed information on their Ethical
and Sustainable approach.
The Group has received validation from the Science Based Targets
initiative of our target of ensuring that suppliers and customers making
up 67% of our Scope 3 emissions, will have science-based targets in
place by 2026. The Company, by participating in the CDP Supply Chain
Screening programme, will continuously collaborate with suppliers and
customers to support them to set science-based targets for their own
emissions by 2026.
Conduct formal supplier surveys, reviews, and audits.
Focus on learning and development to build Ethical and Sustainable
procurement capability across the Group.
Investments in third-party innovative and new brands.
Shareholders
and Lenders
Individuals or institutions that own shares in C&C Group plc
or provide financing
Financial performance
Strategic priorities
Corporate governance
Leadership and succession
planning
Executive remuneration policy
Shareholder returns
Environmental and social
commitments and progress
Our philosophy is to engage in
regular, open, and transparent
dialogue with our existing and
prospective Shareholders and
lenders. Wevalue their thoughts
and opinions which are shared
with the Board. The Board
reviews the feedback and takes
appropriate actions where
necessary.
We engage with our existing investors through one-to-one and group
meetings, webcasts, presentations, conference calls and at our AGM.
The Group Finance and Investor Relations Director holds responsibility
for the investor relations programme, and the Group CEO and Group
CFO dedicate significant time to engaging with our major Shareholders.
The Executive Chair, other Board members and the Group General
Counsel and Company Secretary also engage with our Shareholders
on other matters, such as Environmental, Social and Governance (ESG)
topics. We engage with lenders primarily through Group Finance and
the Group CFO.
The Group has built ESG KPI’s into its most recent Debtor Securitisation
and Refinancing programmes.
Customers
Our customers, who are experts in the products they buy and sell,
as well as in the experience they create and deliver
Identification of opportunities
that offer profitable
sustainable growth insights
into consumer behaviour
and trends, innovation,
promotional support and
merchandising and technical
expertise
Our passion is to ensure we
nurture mutually beneficial
relationships that deliver joint
value and the best outcome for
all our consumers.
Collaborate to improve ethical
and sustainable performance.
We engage through the use of best practice sales analytics and
technology to support our retailers, ongoing dialogue and account
management support and physical and virtual sales calls.
Our award-winning market insight capability identifies product range
based on occasionality, consumer demand and market trends.
The three distinct pillars of C&C’s growth strategy; brand strength,
distribution strength and sustainability provide a comprehensive “one-
stop shop” for licensed premises owners.
These pillars are underpinned by our offer: dedicated and passionate
people, enhanced customer service and value.
Governments
and Regulators
Regional and national government bodies and agencies
which implement and enforce applicable laws across our industry
Positive drinking programmes
and impacts
Wider sustainability agenda
including human rights,
environmental impacts
Legal and regulatory
compliance
To communicate our views to
those who have responsibility
for implementing policy, laws,
and regulations relevant to our
businesses.
Ongoing dialogue, collaboration on responsible drinking initiatives
and promotion of moderation, strengthening industry standards and
participation in governments’ business and industry advisory groups.
Supporting the introduction of Deposit Return Schemes in the Republic
of Ireland.
Contributing to UK Governments’ consultations including Alcohol Duty
Review (UK) and Alcohol Marketing Restrictions and Minimum Unit
Pricing Review (Scotland).
Adopting globally recognised emission reporting standards including
CDP and Science Based Targets Initiative.
Reporting on climate impacts via Taskforce on Climate-Related
Financial Disclosures (‘TCFD’).
Engaging openly with UK and Ireland tax authorities.
Governance Report
Strategic Report Financial Statements Additional Information
9
Chief Executive Officer’s Review
Set against a challenging market backdrop, we are pleased with
the performance of our core brands in FY2024 with Tennent’s and
Bulmers gaining share in Scotland and the Republic of Ireland
(i)(ii)
.
Premiumisation remains a key strategic focus for the Group with our
Premium beer brands in GB delivering volume growth of 24% in the
year. Premium beer in the year now represents 9% of total branded
revenue.
During the period the Group has faced significant internal
challenges and has carried out detailed independent and internal
reviews of inventory control and accounting across the Group
balance sheet. The results of that review were disclosed in
June and disappointingly highlighted a number of items which
have resulted in the restatement of past results. The path to
understanding and resolving these issues started with the early
steps outlined in this Report, which will continue and accelerate
during FY2025.
As previously communicated, the implementation of a complex
ERP system upgrade in our Matthew Clark and Bibendum GB
distribution business had a material impact in FY2024. However,
service levels, defined as On-Time-In-Full (“OTIF”) have been
restored back to pre-ERP implementation levels and we believe
our service levels were industry leading over the key Christmas
trading period. The ERP system upgrade is a key step in our
digital transformation and optimisation program in GB. While
acknowledging the implementation did not go as planned initially,
the system upgrade will enhance the service we provide to our
customers, improve efficiency and capacity utilisation through more
“ In a challenging environment and year for the Group, we
have stabilised the business and continue to make good
strategic progress. We continue to simplify the Group;
enhance operating efficiency; maintain balance sheet
strength; and, to focus on rebuilding profitability. Our
decision to re-instate a progressive dividend stream reflects
our commitment to provide Shareholders with certainty of
value. Equally, our decision to return capital in the form of
a share buyback programme reflects both the strength of
our capital structure and our ongoing free cash generation.
It also reflects the Board’s belief that it represents the most
effective use of capital.”
Ralph Findlay
Chair & Chief Executive Officer
10
C&C Group plc
Annual Report 2024
automated processes. The investment
reflects the Group’s commitment to deliver
market leading customer service through
GB’s preeminent distribution platform.
Despite these challenges, we have
continued to execute our strategy by:
strengthening our portfolio and distribution
businesses; premiumising our portfolio;
enhancing our customer offering; investing
in technology; driving efficiencies in our
network and support office functions;
improving capability in key management
roles, and, ensuring we continue to meet
our ambitious sustainability commitments.
Our Team & Partners
Our people are passionate about our
brands and delivering outstanding service
to our valued customers and supplier
partners. I’m extremely grateful to each one
of my colleagues for their dedication and
support in navigating the challenges we
faced in FY2024.
The simplification of the business includes
the strengthening of the capability of the
Group Executive Committee comprising
the creation of Group functional roles rather
than geography specific management
teams. In recent months we have had
external appointments in Finance (Industry
Veteran Andrew Andrea, CFO), Marketing
(Cara Chambers, CMO), Human Resource
(Lynette Eastman, CHRO) and Technology
(Carole Kingsbury, CTO), together with the
retention of our very experienced Chief
Commercial Officer (Barry Sheehan) and
Chief Operating Officer (Andrea Pozzi).
The health and safety of our colleagues is
our utmost priority and one which we will
continue to invest in to ensure we continue
to provide a safe workplace for all. We
recognise that the needs of employees have
evolved post the COVID-19 pandemic, and
we continue to respond to those needs,
actively engaging with our employees,
implementing initiatives such as flexible
working policies and employee resource
groups, as well as enhancements to our
employee healthcare provision. In addition,
we have 120 trained mental health first
aiders across all our operations.
We have established a Diversity, Equity,
and Inclusion Group made up of employees
from across our business, who are
passionate about fostering a welcoming
culture where everyone feels comfortable
to be themselves. We are pleased that
our 2023 Mean and Median Gender Pay
Gap metrics for the UK and Ireland are in
favour of female employees, indicating that
the average pay for female employees is
higher compared to male employees. We
have also strengthened our efforts to recruit
women into Leadership roles and have
achieved a noticeable change, 42% of our
Group Executive Committee and 57% of all
CEO direct reports are female. As part of
our commitment in this important area, we
have recently launched our enriched Family
Leave policies to ensure that everyone at
C&C is enabled to balance their working
responsibilities with their personal priorities
and the important people in their lives.
Alongside many of our customers and
partner suppliers, we are active members
of both the Portman Group and Drinkaware
organisations to raise awareness of alcohol
harm and to promote the responsible
consumption of alcohol. We continually
utilise training resources to educate our
colleagues through online and virtual group
training sessions.
Shareholder Returns
Leverage was 1.8x
(iii)
at the year-end, within
our target range of 1.5x-2.0x, which reflects
the strong cash generation capabilities.
We announced in October 2023 our
intention to deliver €150m to Shareholders
over the next three financial years (FY2025
– FY2027) through an appropriate mix of
share buybacks, dividends and special
dividends depending upon circumstances
at the time. We commenced a €15m share
buyback programme on 1 March 2024
and subject to Shareholder approval, the
Directors have proposed a final dividend
of 3.97 cent per share to be paid on 23
August 2024 to ordinary shareholders
registered at the close of business on 19
July 2024. An interim dividend of 1.89 cent
Our brands are key
to the success of our
business. We have
continued to invest in
our branded portfolio,
with direct brand
marketing equating
to 9% of branded net
revenue.
Governance Report
Strategic Report Financial Statements Additional Information
11
per share was paid in December 2023,
resulting in a full year dividend of 5.86
cents per share. Our current intention is to
return €50m to Shareholders in the current
financial year ending February 2025. At the
same time, we remain alert to the potential
for other organic or acquisitive growth
opportunities which would strengthen our
market position, improve performance and
create value for Shareholders. We would
benchmark any such opportunity against
the value implied by the Group’s prevailing
market multiple.
Brand Strength
Our brands are key to the success of our
business. We have continued to invest in
our branded portfolio, with direct brand
marketing equating to 9% of branded net
revenue. While this investment is 1ppts
lower than last year it is a significant
increase from pre COVID-19 levels of 5.8%
in FY2020. This, together with our strong
distribution business in Scotland and Ireland
has resulted in increased visibility for our
brands with enhanced levels of activity, both
in advertising as well as in-outlet activation.
Tennent’s, the leading beer brand in
Scotland, continues to perform strongly.
Net Sales Revenue within GB was up 13%
on volumes that were down 1%. Across
combined on- and off-trade in Scotland,
Tennent's gained 0.3%ppts volume
share of beer, to 29.0%
(i)
. We continue to
successfully and efficiently invest in the
Brand. A new brand platform of "Raised
in Scotland" led to an investment in an
"OOOFT!" campaign which launched in
July, across TV, Out of home & digital
medial channels, conveying the emotional
triumph in the first sip of Tennent's. OOOFT!
breakthrough communication platform
connected with consumers, delivering
the Brand's best ever recorded brand
health score- growing from an index of
14 to 19 (with Quality seeing the greatest
improvement) whilst lager competitors
declined year on year
(iv)
. We also continued
our partnership with Scottish Rugby Union,
in the lead up to and during the Rugby
World Cup. OOOFT! and Rugby World Cup
campaign delivered combined reach to all
Scottish adults of 97% at a frequency of 17
times
(v)
.
We were pleased with the performance
of our iconic Bulmers brand in Ireland
with Net Revenue growth of 8% relative
to the prior period. Between the on and
off-trade, Bulmers remains the largest and
most popular cider brand in the Republic
of Ireland ("ROI")
(ii)
. Aided by our marketing
campaign, Bulmers total ROI market share,
from a volume perspective, increased by
0.2ppt to 59.5% at the end of Feb 2024
(ii)
while the Bulmers brand index (equity
measure) increased by 10% over the same
period
(vi)
.
Premiumisation remains a strategic focus
for our business and in GB our premium
beer brands delivered volume growth of
24% and net revenue growth of 27% in
the period. Menebrea’s volumes and net
sales revenue in GB were up 30% relative
to the prior financial year. A number of
new national listings for Menebrea were
secured this year including Loungers &
Cosy Club in the On-trade and Waitrose
in the Off-trade. Heverlee also performed
strongly with volumes in GB up 22% and
net sales revenue up 34%. Growing our
premium portfolio, anchored by our iconic
Tennent’s and Bulmers brands is important
as premiumisation across almost all drinks
categories for consumers remains evident
and is the focus of much investment by the
industry.
Distribution Strength
The implementation of a complex ERP
system upgrade in our GB distribution
business had a material impact on
performance in FY2024. Net Revenue for
the Group’s GB distribution business was
down 3.6% on the prior financial year with
operating profit down €29.5m primarily
as a consequence of the ERP system
upgrade issues
(vii)(viii)
. Adverse mix, both
from a customer and product perspective,
continue to impact performance.
Our clear priority for FY2024 was to restore
service levels, defined as OTIF. Thankfully
service levels have been fully restored to
pre-ERP implementation levels and we
believe they were industry leading in the GB
distribution business over the key Christmas
trading period, reflecting the Group’s
commitment to deliver market leading
customer service through GB’s preeminent
distribution platform. In February 2024 we
also successfully transitioned to a new
London Distribution depot ‘Orbital West’
Group Chief Executive Officer’s Review
(continued)
12
C&C Group plc
Annual Report 2024
which will enhance the service we provide
our customers in London and the wider
region. Situated near Heathrow Airport, our
113,600 sq. ft facility is 40% larger than our
previous London depot and underlines the
Group’s significant investment in increased
capacity in growth areas and ongoing
commitment to industry-leading customer
service.
In Ireland, the Distribution business had
net revenue growth of 7.8% in the year on
volumes that were down 2.4%. We were
particularly pleased with the performance of
Corona where net revenue was up 17.8% on
volumes that were up 5.2%, and San Miguel
where volumes increased 27.2% in the
period. Corona is now the No 1 Premium
Lager in the ROI off-trade with a market
share of 17.3%
(ix)
. Within the ROI on-trade
we are seeing positive impact from the
rollout of Corona Draught
(x)
.
Sustainability
The Group has put in place various
decarbonisation initiatives in the last year,
aimed at reducing our Scope 1 and 2
emissions. In FY2024 the Group exceeded
its carbon reduction target of 4.0% mp.a.,
to deliver our validated science-based
target, with Scope 1 and 2 (Location Based)
carbon emissions down 3.0ktCo2e (-10%)
vs FY2023. This brings our total Scope
1 and 2 carbon reduction (vs our 2020
baseline year) to 8.9 ktC02e (-24%). C&C
retains a “AA” rating (placing us in the top
c30% in beverage sector) from leading ESG
Ratings Agency, MSCI.
We acknowledge the positive role our
industry plays in society and our position
within it as a producer and distributor of
alcoholic beverages. We are passionate
about ensuring the safe and responsible
consumption of alcohol in society. In that
context, we use our marketing assets to
promote responsible consumption and are
active members of both the Portman Group
and Drinkaware.
Our sustainability commitments and
achievements are disclosed in more detail
on in the Sustainability Report on pages 59
to 89.
Summary and Outlook
Trading in the first quarter of FY2025
has been encouraging and is in line with
our expectations. The Group is well
placed to take advantage of the critical
summer period ahead, including the
Euro '24 tournament which includes the
participation of the Scottish and English
football teams. Whilst we remain cautious
about the consumer outlook for the
year, the market dynamics indicate that
consumers are seeking affordable treats
including visits to pubs and restaurants.
At this stage therefore there is no change
to our expected earnings for FY25 and
future years.
Our focus for the year ahead will remain:
• The health, safety and wellbeing and
success of our colleagues;
• Simplifying our business and allocating
resources to ensure that C&C is the
partner of choice for customers and
suppliers alike.
• Improving our operational effectiveness,
enhancing core brands, building our
premium beer portfolio and rebuilding
profitability.
• Deliver value to Shareholders through
dividends, share buybacks and other
organic or acquisition growth initiatives.
Ralph Findlay
Chair & Chief Executive Officer
Notes
(i) CGA OPM 52 w/e 24.02.24; IRI Circana, Total
Grocery - Scotland, 52 w/e 24.02.24.
(ii) ROI CGA OPM 29.02.23; Nielson IQ Total off-
trade including Dunnes & Discounters 52 weeks
to week ended 25.02.24 vs 52 weeks to end Feb
2023.
(iii) Leverage is Net Debt/Adjusted EBITDA.
(iv) You Gov to end of 2023.
(v) Media post campaign analysis - Clear Decisions
run across campaign period.
(vi) YouGov, period Feb'23 to Feb'24.
(vii) FY2023 numbers have been restated to
reflect the impact of a number of prior period
adjustments as outlined in Note 31 of the
Group’s financial statements.
(viii) FY2023 comparatives have been represented
to be on a constant currency basis (FY2023
translated at FY2024 FX rates).
(ix) Nielson IQ Total off-trade including Dunnes &
Discounters 52 weeks to week ending 25.02.24
vs 52 weeks to end Feb 2023
ROI CGA OPM 29.02.23
Governance Report
Strategic Report Financial Statements Additional Information
13
Great Britain
€m Great Britain
Constant currency(i)(ii) FY2024 FY2023 Change %
Net revenue 1,366.2 1,406.4 (2.9%)
of which Branded 202.8 192.9 5.1%
of which Distribution 1,14 3.8 1,186.5 (3.6%)
of which Co-pack / Other 19.6 27. 0 (27.4%)
Operating profit (iii) 33.7 57. 9 (41.8%)
of which Branded 27. 8 22.5 23.6%
of which Distribution 5.9 35.4 (83.3%)
Operating margin 2.5% 4.1% (1.6ppts)
Volume – (kHL) 4,444 4,479 (0.8%)
Operating Review
As previously communicated, the
implementation of a complex ERP system
upgrade in our Matthew Clark and
Bibendum (‘MCB’) business had a material
impact on the performance of the GB
distribution business in FY2024. Service
levels, defined as On-Time-In-Full (‘OTIF’),
have fully recovered and we believe they
were industry leading in the GB distribution
business over the key Christmas trading
period reflecting the Group’s commitment
to deliver market leading customer service
through GB’s preeminent distribution
platform. In February 2024 we also
successfully transitioned to a new London
Distribution depot, with no impact to
customer service.
Net revenue of the Group’s GB business
was down 2.9% compared to the prior
period, with operating profit down €24.5m
principally reflecting the ERP disruption.
14
C&C Group plc
Annual Report 2024
Branded
Branded Revenue was up 5.1% in the
year with Branded Margins improving by
2.0ppts
(i)(ii)
. Tennent’s, the leading beer
brand in Scotland, continues to perform
strongly. Net Sales Revenue within GB
was up 13% on volumes that were down
1%. Across combined on- and off-trade
in Scotland, Tennent's gained 0.3%ppts
volume share of beer, to 29.0%
(iv)
. We
continue to successfully and efficiently
invest in the Brand. A new brand platform
of "Raised in Scotland" led to an investment
in an "OOOFT!" campaign which launched
in July, across TV, Out of home & digital
medial channels, conveying the emotional
triumph in the first sip of Tennent's. OOOFT!
breakthrough communication platform
connected with consumers, delivering
the Brand's best ever recorded brand
health score- growing from an index of
14 to 19 (with Quality seeing the greatest
improvement) whilst lager competitors
declined year on year
(v)
. We also continued
our partnership with Scottish Rugby Union,
in the lead up to and during the Rugby
World Cup. OOOFT! and Rugby World Cup
campaign delivered combined reach to all
Scottish adults of 97% at a frequency of 17
times
(vi)
.
Our Premium beer brands delivered volume
growth of 24% and net revenue growth of
27% in the period. Menebrea’s volumes and
net sales revenue were up 30% relative to
the prior financial year. A number of new
national listings for Menebrea were secured
this year including Loungers & Cosy Club in
the On-trade and Waitrose in the Off-trade.
Heverlee also performed strongly with
volumes up 22% and net sales revenue up
34%.
Magners, which is distributed in the UK
through a third-party, volumes in GB were
down 18% in the period with net revenue
down 10%. Magners contributes modest
profit to the Group. At 29 February 2024,
reflective of the performance of the Magners
brand in the UK we booked an exceptional
charge of €125.0m relating to a non-cash
reduction in intangible assets (goodwill)
associated with the Magners brand in the
C&C Brands Cash Generating Unit in the
UK.
The Group put in place various
decarbonisation initiatives in FY2024, aimed
at tackling our Scope 1 and 2 emissions.
In Wellpark, the Group’s Glasgow based
manufacturing facility, these included
re-insulation of hot liquor tanks, steam
network rationalisation and Brewhouse CIP
reduction at Wellpark. Overall, the Group
exceeded its carbon reduction target in
FY2024.
Governance Report
Strategic Report Financial Statements Additional Information
15
Distribution
The implementation of a complex ERP
system upgrade in our Matthew Clark
and Bibendum (“MCB”) business had a
material impact on the performance of the
GB distribution business in FY2024. Net
Revenue of the Group’s GB distribution
business was down 3.6% relative to the
prior financial year with operating profit
down €29.5m, primarily as a consequence
of the ERP system upgrade issues.
Adverse mix, both from a customer and
product perspective, continue to impact
performance.
Service levels, defined as On-Time-In-Full
(“OTIF”), have been fully restored to pre-ERP
implementation levels and we believe they
were industry leading in the GB distribution
business over the key Christmas trading
period reflecting the Group’s commitment
to deliver market leading customer service
through GB’s preeminent distribution
platform. In February 2024 we also
successfully transitioned to a new London
Distribution depot “Orbital West” with no
impact to customer service. This flagship
facility underlines the Group’s significant
investment in increased capacity and
ongoing commitment to industry-leading
customer service, as well as significantly
contributing to our wider carbon reduction
programme and sustainability agenda.
From a market perspective
(vii)
, while spend/
value was down 0.8% in FY2024 compared
to the previous 12 months, volumes
were down 2.2% with consumers buying
fewer drinks. Beer and cider sales values
have seen modest increases and have
outperformed wine, spirits and RTDs, driven
by a combination of occasionality towards
lower-tempo and drinks-only occasions.
This is reflected in the types of outlets
where spend has been better protected
(i.e. pubs), versus outlets that are more
challenged (i.e. restaurants, nightclubs).
Spirits sales eased after a bumper year
last year, when the return to trade drove
consumers to cocktails and shots for their
up-tempo occasions. The decline in wine
sales has also slowed with declines of
0.6% value and 4.5% volume. Demand
has been impacted by consumers cutting
back on meals out and the subsequent
underperformance of restaurants.
Operating Review (continued)
16
C&C Group plc
Annual Report 2024
Ireland
€m Ireland
Constant currency(i)(ii) FY2024 FY2023 Change %
Net revenue 286.3 271.7 5.4%
of which Branded 109.9 107.4 2.3%
of which Distribution 174.9 162.2 7.8%
of which Co-pack / other 1.5 2.1 (28.6%)
Operating profit(ii) 26.3 23.9 10.0%
of which Branded 16.8 17. 2 (2.3%)
of which Distribution 9.5 6.7 41.8%
Operating margin 9.2% 8.8% 0.4pts
Volume – (kHL) 1,397 1,450 (3.7%)
Completely unaffected by the ERP issues
in GB, our Ireland division’s net revenue
increased by 5.4%
(i)(ii)
in the year to €286.3m.
Operating profit
(i)(ii)(iii)
increased to €26.3m
equating to a 10.0% increase year on
year. Operating profit in the prior year has
been restated as outlined in Note 31 on
page 266. Total Ireland operating margin
of 9.2% with Branded Margin at 15.3% as
the cumulative inflationary cost pressures
outweigh the benefit of pricing actions in
the branded business. Distribution margins
were up 1.3ppts relative to the prior year.
Governance Report
Strategic Report Financial Statements Additional Information
17
Branded
We were pleased with the performance
of our iconic Bulmers brand in Ireland
with Net Revenue growth of 8% relative
to the prior period. Between the on and
off-trade, Bulmers remains the largest and
most popular cider brand in the Republic
of Ireland ("ROI")
(vii)
. Aided by our marketing
campaign, Bulmers total ROI market share,
from a volume perspective, increased by
0.2ppt to 59.5% at the end of Feb 2024
(vii)
while the Bulmers brand index (equity
measure) increased by 10% over the same
period
(ix)
.
Five Lamps had a decent performance
in the year with volume and net revenue
growth of 4% and 17% respectively, albeit
from a low base.
Building on the work undertaken in previous
years to reduce our Clonmel manufacturing
site’s energy usage, a 1 MW heat pump
system was installed in our Clonmel site in
H1 FY2024. This and other site initiatives
have reduced the sites carbon footprint year
on year.
Operating Review (continued)
18
C&C Group plc
Annual Report 2024
Distribution
Delivering market-leading customer service
is core to the Group’s success as a brand-
led distributor and we are pleased that OTIF
levels remained at c.98% across the Island
of Ireland.
The Distribution business had net revenue
growth of 7.8% in the year on volumes that
were down 2.4%. We were particularly
pleased with the performance of Corona
where net revenue was up 17.8% on
volumes that were up 5.2%, and San Miguel
where volumes increased 27.2% in the
period. Corona is now the No 1 Premium
Lager in the ROI off-trade with a market
share of 17.3%
(x)
. Within the ROI on-trade we
are seeing positive impact from the rollout
of Corona Draught
(xi)
.
Footnotes:
(i) FY2023 numbers have been restated to
reflect the impact of a number of prior period
adjustments as outlined on page 266.
(ii) FY2023 comparatives have been represented
to be on a constant currency basis (FY2023
translated at FY2024 FX rates).
(iii) Underlying numbers exclude the impact of
exceptional items.
(iv) CGA OPM 52 w/e 24.02.24; IRI Circana, Total
Grocery - Scotland, 52 w/e 24.02.24.
(v) You Gov to end of 2023.
(vi) Media post campaign analysis - Clear Decisions
run across campaign period.
(vii) CGA OPM, 52 weeks to 24.02.24.
(viii) ROI CGA OPM 29.02.23; Nielson IQ Total off-
trade including Dunnes & Discounters 52 weeks
to week ended 25.02.24 vs 52 weeks to end Feb
2023.
(ix) YouGov, period Feb'23 to Feb'24.
(x) Nielson IQ Total off-trade including Dunnes &
Discounters 52 weeks to week ending 25.02.24
vs 52 weeks to end Feb 2023
(xi) ROI CGA OPM 29.02.23
Governance Report
Strategic Report Financial Statements Additional Information
19
Our ambition is to be the pre-eminent integrated
brands and drinks distribution business serving
the UK and Ireland drinks markets
Group Strategy
Strategic Pillars
Medium-term strategic goals Measurement Achievements during FY2024
Invest and grow
our portfolio of
leading local,
premium beer
and cider brands.
• Brand and product investment to build value of
key brands over the long-term
• Leverage key brand strength and market position
to grow our portfolio of premium brands
• Successful brand development and launches to
meet changes in consumer demand
• Build on “partnership for equity” brand
relationships to provide route to market access
• Cash generation and
conversion
• Revenue growth
• Enhanced margins
• Share growth and
brand health scores
• Investment across our core branded portfolio with multi-channel advertising campaigns and promotional activity.
• Across combined on- and off-trade in Scotland, Tennent's gained 0.3%ppts volume share of beer, to 29.0%.
• Bulmers total ROI market share, from a volume perspective, increased by 0.2ppt to 59.5% at the end of Feb 2024 while the
Bulmers brand index (equity measure) increased by 10% over the same period. Bulmers remains the largest and most popular
cider brand in the Republic of Ireland.
• Premium beer portfolio has continued to progress with volume growth of 18% in the year.
Strengthen our
position as the
No.1 drinks
distribution
platform in the
UK and Ireland.
• Continue the optimisation of network and wider
system
• Deliver unrivalled portfolio strength, value and
service to the UK and Ireland hospitality sectors
• Commercialising the unrivalled data and insight on
the hospitality sector
• Margin expansion in our
distribution business
• Net Revenue of the Group’s GB distribution business was down 2.9% in FY2024 relative to the prior financial year (on a constant
currency basis) primarily because of the ERP system upgrade issues.
• Service levels, defined as On-Time-In-Full ("OTIF"), have been fully restored to pre-ERP implementation levels and we believe they
were industry leading in the GB distribution business over the key Christmas trading period reflecting the Group's commitment to
deliver market leading customer service through GB's preeminent distribution platform.
• In February 2024 we successfully transitioned to a new London Distribution depot "Orbital West" with no impact to customer
service. This flagship facility underlines the Group's significant investment in increased capacity and ongoing commitment to
industry-leading customer service.
• Net Revenue of the Group’s Irish distribution business was up 7.8% with OTIF remaining at c.98% across the Island of Ireland
business.
Capital allocation
to enhance
growth and
Shareholder
returns.
• Target leverage of between 1.5x and 2.0x net debt
/ EBITDA
• Inorganic opportunities that strengthen our brands
and distribution businesses
• Invest in sustainability & technology
• Return capital to Shareholders
• Net Debt/EBITDA
• EPS growth
• ROCE
• Total Shareholder
Returns
• Strong liquidity position of €390.1m and Net debt/EBITDA of 1.8x. Our strong underlying cash generating characteristics have
been reflected in an encouraging performance with FCF conversion in FY2024 of 68.1% and 91.4% before exceptional items.
• Increasing confidence in the medium-term outlook for the business and its strong cash generation capabilities, the Board reaffirms
its intention to distribute up to €150m to Shareholders over the next three fiscal years (FY2025 – FY2027) while maintaining
leverage target of 1.5x to 2.0x. Of which a €15m share buyback programme is currently in progress and a final dividend per share
of 3.97 cents has been declared subject to approval at the Group’s Annual General Meeting.
Strategic priorities
Our core strategic objective is
to deliver earnings growth.
Existing Businesses
• Create an environment that ensures the health
and safety of our colleagues. Further, establish a
business culture that nurtures engaged, inspired and
committed colleagues, investing in key capabilities for
the future.
• Grow and strengthen our portfolio: growing cider
share and building momentum in our premium beer
portfolio as consumer preferences evolve.
• Leverage our scale and reach to drive operational
efficiencies in our distribution infrastructure,
optimising our capacity and ensure a market leading
cost to serve.
• Enhance our offer: commercialising the data and
insight that is available; continuing to develop
our ecommerce offering; and building stronger
partnerships with ‘equity for growth’ investments or
complimentary agencies.
Capital Allocation
• Maintain the strong cash
conversion characteristics of
the business.
• Deleverage the balance
sheet, medium-term target of
between 1.5x and 2.0x Net
Debt/EBITDA.
• Invest in our brands; review
inorganic opportunities and
return excess capital to
Shareholders.
Environmental, Social
andGovernance
• Execute a credible
sustainability strategy focused
on people and planet.
Provide a range of local and
core brands, premium, craft
and third-party brands that is
unrivalled.
Our distribution infrastructure
provides market leading national
scale, reach and efficiencies.
20
C&C Group plc
Annual Report 2024
Strategic Pillars
Medium-term strategic goals Measurement Achievements during FY2024
Invest and grow
our portfolio of
leading local,
premium beer
and cider brands.
• Brand and product investment to build value of
key brands over the long-term
• Leverage key brand strength and market position
to grow our portfolio of premium brands
• Successful brand development and launches to
meet changes in consumer demand
• Build on “partnership for equity” brand
relationships to provide route to market access
• Cash generation and
conversion
• Revenue growth
• Enhanced margins
• Share growth and
brand health scores
• Investment across our core branded portfolio with multi-channel advertising campaigns and promotional activity.
• Across combined on- and off-trade in Scotland, Tennent's gained 0.3%ppts volume share of beer, to 29.0%.
• Bulmers total ROI market share, from a volume perspective, increased by 0.2ppt to 59.5% at the end of Feb 2024 while the
Bulmers brand index (equity measure) increased by 10% over the same period. Bulmers remains the largest and most popular
cider brand in the Republic of Ireland.
• Premium beer portfolio has continued to progress with volume growth of 18% in the year.
Strengthen our
position as the
No.1 drinks
distribution
platform in the
UK and Ireland.
• Continue the optimisation of network and wider
system
• Deliver unrivalled portfolio strength, value and
service to the UK and Ireland hospitality sectors
• Commercialising the unrivalled data and insight on
the hospitality sector
• Margin expansion in our
distribution business
• Net Revenue of the Group’s GB distribution business was down 2.9% in FY2024 relative to the prior financial year (on a constant
currency basis) primarily because of the ERP system upgrade issues.
• Service levels, defined as On-Time-In-Full ("OTIF"), have been fully restored to pre-ERP implementation levels and we believe they
were industry leading in the GB distribution business over the key Christmas trading period reflecting the Group's commitment to
deliver market leading customer service through GB's preeminent distribution platform.
• In February 2024 we successfully transitioned to a new London Distribution depot "Orbital West" with no impact to customer
service. This flagship facility underlines the Group's significant investment in increased capacity and ongoing commitment to
industry-leading customer service.
• Net Revenue of the Group’s Irish distribution business was up 7.8% with OTIF remaining at c.98% across the Island of Ireland
business.
Capital allocation
to enhance
growth and
Shareholder
returns.
• Target leverage of between 1.5x and 2.0x net debt
/ EBITDA
• Inorganic opportunities that strengthen our brands
and distribution businesses
• Invest in sustainability & technology
• Return capital to Shareholders
• Net Debt/EBITDA
• EPS growth
• ROCE
• Total Shareholder
Returns
• Strong liquidity position of €390.1m and Net debt/EBITDA of 1.8x. Our strong underlying cash generating characteristics have
been reflected in an encouraging performance with FCF conversion in FY2024 of 68.1% and 91.4% before exceptional items.
• Increasing confidence in the medium-term outlook for the business and its strong cash generation capabilities, the Board reaffirms
its intention to distribute up to €150m to Shareholders over the next three fiscal years (FY2025 – FY2027) while maintaining
leverage target of 1.5x to 2.0x. Of which a €15m share buyback programme is currently in progress and a final dividend per share
of 3.97 cents has been declared subject to approval at the Group’s Annual General Meeting.
Execute a credible ESG strategy focused on people and planet. FY2024 highlights include:
• Our 2023 Mean and Median Gender Pay Gap metrics for the UK and Ireland are in favour of female employees, indicating that the
average pay for female employees is higher compared to male
• The Group reduced Scope 1 and 2 (Location Based) carbon emissions by 10% V FY2023 (v target of 4% reduction). This brings
our total Scope 1 and 2 (Location Based) carbon reduction (v FY2020 baseline) to 24%
• 95% of the electricity used at our sites is generated from renewable sources.
• In January 2023, the Group’s greenhouse gas reduction targets were formally validated by the Science Based Targets initiative
(SBTi).
• The Group has made positive progress on our Scope 3 Supplier Engagement target. This sees C&C commit that 67% of its
suppliers and customers by emissions (measured via a spend-based approach as set out in GHG Protocol for calculating Scope 3
Emissions), covering 77% of purchased goods and services emissions, 65% of upstream transportation and distribution emissions
and 50% of downstream transportation and distribution emissions, will have science-based targets by 2026. In FY2024, 48% of
our suppliers and customers have science based targets in place V target 45%)
• In FY2024, Tennent Caledonian Breweries were awarded the Best Large Business Winner at the 2023 VIBES Scottish
Environmental Business Awards.
• In September 2023, C&C announced an extension of our partnership with Inner City Enterprise (ICE), our valued community
partner in Ireland
These brands and asset base are
underpinned by our offer: dedicated and
passionate people; enhanced customer
service; market insight and value.
The Group has sustainability
at its core – with the target of
delivering to a better world.
Governance Report
Strategic Report Financial Statements Additional Information
21
Business Model
Brand Strength
An attractive portfolio of
Owned and Agency brands
leveraging C&C’s existing
strengths and market
opportunities.
Distribution Strength
Strategy to position the
Group as the most efficient,
technology & sustainability
driven drinks distribution
platform in the UK & Ireland.
Sustainability
A structured and ambitious
programme of continuous
improvement ensuring C&C
delivers to a better world!
The execution of our Group strategy is underpinned by three core
pillars, together these create a market leading platform which
ensures C&C’s position as the pre-eminent brand-led distributor for
the UK and Ireland drinks market.
See Operating Review
see pages 14 - 19
See Operating Review
see pages 14 - 19
See Sustainability Report
see pages 59 - 89
22
C&C Group plc
Annual Report 2024
Brand Strength
Scotland’s
favourite beer
Tennent’s is Scotland’s favourite
beer. Tennent’s has been brewed
since 1885 at our Wellpark
manufacturing site in Glasgow,
where a brewery has stood since
the 16
th
century.
Belgian beer
Heverlee is a premium
Belgian Beer, which is
endorsed by the Abbey of
the order of Prémontré, in the
town of Heverlee in Leuven.
Craft beer
A range of craft beer brands
which includes Innis &
Gunn, Scotland’s craft
beer brand into which C&C
has an ‘equity for growth’
investment.
Ireland’s
No.1 cider
Bulmers is Ireland’s No.1 cider, made
at our manufacturing site Clonmel,
Co. Tipperary.
Dublin lager
The Five Lamps Dublin
Brewery was originally set up
in early 2012 beside Dublin’s
iconic Five Lamps. Its first
beer, Five Lamps Dublin
Lager, was launched in
September 2012.
Premium cider
Orchard Pig craft ciders are
full of Somerset character and
scrumptious tanins found in
West Country cider apples.
Italian lager
Menabrea is from Northern
Italy and is matured gently
in the perfect temperature
of cave cellars for a taste
of superior clarity. This
pale lager is well-balanced
between citrus, bitter tones
and floral, fruity undertones
giving a consistent and
refined flavour.
Other Owned
& Agency
Local, niche and speciality
brands as well as world
premium brands such
as Stella Artois, Becks,
Budweiser and Corona.
Complemented by premiumbrands
The premium market segment continues to grow structurally as consumer demands evolve
although this space is fragmented with the number of brands. C&C deploys a portfolio
of premium beers which meet this demand and,coupled with our local and core brands,
provide a comprehensive range to meet customer and consumer preferences. Further
innovation will strengthen these brands and will be complemented by exclusive distribution
agreements and ‘equity for growth’ investments in leading craft brands.
Core Brands
Our core brands of Bulmers and Tennent’s are intrinsically linked to the communities and
manufacturing locations where they are produced and where their heritage was born. These
brands form part of the fabric of the respective drinks markets they occupy, with their lasting
appeal underpinned by continued brand and marketing investment, alongside new product
development. Together they deliver strong margins and are highly cash generative.
Governance Report
Strategic Report Financial Statements Additional Information
23
Business Model
Route-to-market
C&C’s route-to-market platform occupies a fundamental role in the infrastructure of the UK
and Ireland hospitality sectors. The Group provides a route to market for international and
local brands alike.
Distribution
Strength
Customer
benefit
C&C provide access to
an unrivalled range of
products, offering expert
knowledge and insight.
Nationwide network with
market leading reach and
scale.
Resilience of C&C’s in-
house operated network.
C&C’s financial strength
provides security of
supply and access to
credit.
C&C
A drinks portfolio which is
market-leading.
Ensures the Group
participates in evolving
consumer trends across
multiple drinks categories.
C&C’s distribution platform
enhances market access
and visibility for its brands.
Supplier brands which
compliment our own
branded portfolio.
Supplier
benefit
C&C provide access to
an unrivalled range of
customers across all areas
of the on and off-trades.
C&C has an intimate
understanding of the
markets they serve.
C&C’s access to data
ensures it has unparalleled
insight into the hospitality
sector.
C&C’s financial strength
and creditworthiness.
Southampton
Crayford
Bedford
Grantham
Wetherby
Cambuslang
Edinburgh
Glasgow and Wellpark
Dumfries
Inverness
Kintore
Runcorn
Birmingham
Owned, stocked
Owned, not stocked
Third party
Owned, third party
operated
Orbital West
Bristol
Fosse
Launceston
Boldon
Cork
Clonmel
Borrisoleigh
Kilkenny
Galway
Dublin
Kells
Donegal
Culcavy
Scale and Reach
C&C has unrivalled size, scale and distribution reach
across attractive on-trade drinks markets in Ireland
and UK. We operate two well invested and state-of-
the-art manufacturing sites. Our operational footprint
can reach over 99% of the UK population on a next
day delivery basis.
No.1
Drinks distributor
on Island of Ireland
No.1
Drinks distributor
in Scotland and GB
(continued)
24
C&C Group plc
Annual Report 2024
ESG /Sustainability
Delivering to a better world…
We recognise the important role that sustainability plays in the decision-making of
all our stakeholders. C&C has proven track record of investing and delivering against
sustainability targets and a clear strategy anchored in three pillars.
Environmental
Reduce
our carbon
footprint
Sustainably
source our
products &
services
Social
Ensure alcohol
is consumed
responsibly
Enhance health,
wellbeing &
capability of
colleagues
Governance
Build a more
inclusive, diverse
& engaged C&C
Collaborate with
Government &
NGOs
25
Governance Report
Strategic Report Financial Statements Additional Information
How we create sustainable value
C&C Group plc is a leading
drinks manufacturer,
marketer and distributor of
premium branded cider,
beer, wine, spirits and soft
drinks across the UK and
Ireland. The Group also plays
a fundamental role in the
infrastructure of the UK and
Ireland drinks markets as a
key route-to-market partner
for local and international
beverage brand owners.
Our purpose is to play
a role in every drinking
occasion, delivering joy to our
customers and consumers
with remarkable brands and
service.
Our vision is to be the first-
choice brand-led distribution
partner for customers in
hospitality and retail in the UK
and Ireland.
Our values are:
To respect people and our
planet and to bring joy to life,
ensuring quality is at the core
of everything we do.
We focus on the most
material areas to guide our
actions around sustainability
and support the UN
Sustainable Development
Goals.
Manufacture
Embrace sustainable sourcing
We are committed to sourcing our raw
materials from local sustainable sources.
All apples crushed at the Clonmel site
to produce Bulmers and Magners cider
are sourced from the island of Ireland.
As well as having 165 acres of our own
orchards in Co. Tipperary, there are over
50 partner growers on the island with
whom we work closely. Tennent’s Lager
is only ever brewed using the finest
Scottish malted barley.
At C&C Group, integration of ethical and
sustainable practices to our procurement
processes contribute to the delivery
of our three core values. Analysing
procurement processes through the
lens of ESG identifies risks (modern
slavery, human rights violations and
corruption) and opportunities (ethical
practices, supply chain resilience and
waste reduction) enabling optimisation
of systems. Our Ethical and Sustainable
Procurement (E&SP) Strategy is
underpinned by our E&SP Policy, to
ensure supplier alignment proactive
engagement with our supply chain is
priority. We ask that suppliers comply
with C&C Group’s Code of Conduct and
Modern Slavery policy as a pre-requisite
of trade. To support delivery C&C Group
have created a E&SP Steerco comprising
cross departmental collaboration and
the expertise of an external consultant to
generate a five-year roadmap designed to
enable C&C Group to be a leader in this
field by 2029., and potential to support and
guide our supply chain to align with our
practices and values. As part of our Science
Based Target initiative (‘SBTi’) validation,
we will collaborate with those suppliers and
customers making up 67% of C&C’s Scope
3 emissions to have science-based targets
in place by 2026. At year end FY2024, we
have achieved a 48% sign up (V’s a KPI of
45%).
Optimising production and
manufacturing
We are committed to transitioning our
operations to clean energy sources in line
with our carbon reduction targets. 100%
of the electricity across the Group’s main
sites in the UK and Ireland comes from
renewable sources.. The Group continues
to utilise renewable energy where possible,
for example in FY2023 we installed
Ireland’s largest rooftop solar array at
our manufacturing facility in Clonmel and
confirmed a Corporate Purchase Power
Agreement (‘PPA’) obtaining electricity from
the Cronalaght Wind Farm in Donegal. In
ESG Pillars
see pages 60-61
1 2 4 5
26
C&C Group plc
Annual Report 2024
FY2024, 95% of our total electricity use
for the Group was renewably sourced.
Our manufacturing facility in Clonmel
generated 1.13MWh of renewable
electricity from its solar panels in FY24.
Whilst the majority of our electricity
consumption is renewable; the Group
recognises that this only constitutes a
proportion of its operational emissions.
To mitigate our Scope 1 emissions,
the Group has invested heavily in
decarbonisation projects throughout
the past years. This includes, but is
not limited to, the implementation of
electric Forklift Trucks (‘FLTs’) to our
fleet, anaerobic digestion and biogas
projects at our Wellpark Brewery, the
commissioning of a 1MW heat pump at
our Clonmel manufacturing facility. At
Wellpark, Boiler house Energy Recovery
and Anaerobic Digestion Heat Recovery
delivers a c.1,000 tonne CO2 reduction
per annum. The Group’s waste reduction
program across our operations includes
recycling and reducing packaging waste.
Again, in FY2024, we met our target of
sending zero waste to landfill. 100% of
our products are sold in containers that
can be recycled and 28% is already in
returnable units.
Improve sustainable packaging
The Group continues to meet its
commitment to be out of single-
use plastics (shrink wrap and hi and
mid cone rings) in the packaging of
our canned products, reducing the
environmental impact and ecological
footprint of our products. All of the
Group’s canned product continues to be
packaged in fully recyclable cardboard,
which removes more than 200 million
plastic rings form the environment per
annum. The investment in our more
sustainable packaging recognises
the future market changes including
the Deposit Return Scheme (‘DRS’)
introduction in Ireland on 1 February
2024 and, planned for the UK in October
2027 alongside new fees associated
with Extended Producer Responsibility
regulations due in 2025.
Market
Data
Our unrivalled scale and reach into the
on-trade markets of the UK and Ireland
ensures that we have superior access
to data and great insight into macro and
regional trends. We have approximately
100 international and domestic drinks
brand owners and operators whom
they work with either directly or who
subscribe to our data assets.
Promoting responsible
consumption of alcohol
At C&C Group plc we acknowledge the
key role we play in social responsibility
in the local communities we serve. We
are 100% committed to the responsible
marketing of alcohol and promoting the
moderate consumption of the products
we manufacture and distribute, to ensure
they are enjoyed safely by consumers.
In March 2024, the C&C Board
approved the Group’s Responsible
Marketing Code (RMC). This sets
out our commitment to responsible
marketing, guiding every aspect of our
marketing activities including but not
limited to research and development,
communications, promotion,
ESG Pillars
see pages 60-61
3 6
sponsorship, experiential, sampling and
packaging. Central to the RMC is ensuring
that all our marketing activities are only ever
directed at adults over the legal purchasing
age (LPA) in the relevant territory, and to
encourage the moderate consumption of
our products.
The RMC is mandatory for all our marketing,
sales, promotion, and communications
activities for both the brands which we
own, but also for third-party brands where
we control (and are responsible for) the
marketing of such brands.
All C&C colleagues working in marketing
and communications undertake mandatory
training on the CAP/BCAP and the Portman
Group Codes of Practice in the UK and
CopyClear in Ireland, every two years. This
builds colleague capability, protects our
license to operate, our brands’ reputation
and, most importantly, our consumers and
society. All new colleagues, in marketing,
communications, corporate affairs and
legal functions, should undertake the
training within three months of starting their
role. During FY2024, all c120 Marketing,
Communications and Group Legal
colleagues at C&C completed this training.
Governance Report
Strategic Report Financial Statements Additional Information
27
Updated responsible marketing training will
be rolled out to all relevant colleagues again
in FY2025.
The Group also partners with leading
alcohol charity, Drinkaware, to provide
our colleagues with access to e-learning
resources to improve alcohol awareness
and understanding. The training is designed
to support colleagues’ health and wellbeing
and ensure a safe working environment.
Colleague engagement
Colleague engagement is a key priority for
C&C Group and is an agenda item at each
Board and Group Executive Committee
meeting.
We are committed to creating an inclusive
culture at C&C, where everyone feels
valued, safe, respected, and comfortable
to be themselves. Our aim will always be
to make C&C a great place to work for all
colleagues, with the Peakon survey being
a key channel to capture their views. In
FY2024, all C&C colleagues were surveyed
via Peakon in May 2023 and January 2024.
These surveys, submitted anonymously,
look to identify where we are as a business
and how our values reflect colleagues’
experience working at C&C.
The May 2023 survey told us that we need
to remain focused on three consistent
areas: Strategy, Organisational Fit and
Reward.
Colleagues told us that they would value
more insights on our company progress
and strategy to ensure everyone is regularly
updated. In September 2023, we launched
Group-wide Executive Committee led
quarterly all-colleague briefing sessions,
providing regular content covering Our
Customers; Our Brands; and Our People
aligned to our Strategy. In the run up to
our business trading announcements,
colleagues will receive updates covering
Performance; Strategic Priorities; Customer
Service; Employee Proposition; Focus
Areas; and Recognition.
As part of our learnings and advancements
we have made across diversity, equity and
inclusion, we have enhanced our suite of
Family Leave policies. Our Family Leave
policies ensure that everyone is enabled to
balance their working responsibilities with
their personal priorities and the important
people in their lives.
In January 2024, 78% (V’s KPI of 75%) of
colleagues completed the Peakon survey,
an increase of 5% since May, with an
Engagement Score of 7.1, (V’s KPI of 7.5),
which also shows a slight increase on May.
Colleagues also provided almost 15,000
individual comments – adding further depth
and insight into their views.
Our two newly appointed Designated
Employee Non-Executive Directors hosted
employee engagement sessions in FY2024,
and a full year plan is in place for FY2025
across the group locations These “listening
sessions” allow our Non-Executive Directors
to bring colleagues' voices into Board
discussions so that these can be considered
in Board decision-making. These sessions
build on existing employee engagement
opportunities and the Group’s continuing
efforts to develop a culture of informality,
transparency, and trust. The aim is to
provide a further opportunity to increase
two-way dialogue between the Board and all
employees
Gender Pay Gap Reporting
The Group are pleased that our 2023 Mean
and Median Gender Pay Gap metrics for
the UK and Ireland are in favour of female
employees, indicating that the average pay
for female employees is higher compared to
male employees. Gender Pay Gap metrics
continue to be lower than the national
averages across the UK and the Republic
of Ireland. Whilst this is positive, only 26%
of our UK-based workforce and 14% of our
Irish-based workforce are female. However,
we have strengthened our efforts to recruit
women into Leadership roles and have
achieved a noticeable change, 42% of our
Executive Committee and 57% of all CEO
direct reports, are female. We acknowledge
that there is still more to do to increase
the representation of women across our
business.
Communities
The Group is committed to the communities
in which we operate and undertakes a
range of initiatives that benefit our local
communities, in particular supporting
charitable activities. We are now in
How we create sustainable value
(continued)
28
C&C Group plc
Annual Report 2024
the second year of our three-year
partnership with The Big Issue
Group, who aim to change lives
through enterprise for marginalised
communities across Great Britain. All
C&C colleagues are now offered time
off to volunteer, whether it be for our
Big Issue partnership, or local charities,
community initiatives and causes that
are of personal interest or relevant to our
brands and Business Units.
In September 2023, C&C Group
announced an extension of our
partnership with ICE, our valued
community partner in Ireland. ICE is
a not-for-profit charity established in
1992 and relaunched in 2012 to help
unemployed individuals to establish
their own businesses in Dublin’s Inner
City supporting over 4000 businesses
in this timeframe. Our partnership
strives to benefit both parties, C&C
Group partaking in mentoring roles for
enterprise participants and delivering
training sessions covering important
business requirements to attain
success. C&C Group employees
volunteering their time will be given
the opportunity to share their skills
and experience with ICE participants
benefiting their own career and personal
development.
We know that volunteering creates
mutual benefit for C&C, our local
communities, and our colleagues.
Alongside a positive contribution to
the local economy, volunteering also
enhances the health, wellbeing, and
capability of colleagues.
Stakeholder engagement
We aim to maintain open and positive
dialogue with all our stakeholders. Our
stakeholders are an important part
of our operations and are referenced
throughout this report.
Distribution
C&C is the UK & Ireland’s largest
independent on-trade drinks distributor.
Our final mile distribution strength means
we are well-placed to serve our On Trade
customers, with 29 nationwide depots
and our owned fleet delivering in excess
of 700,000 orders per year.
One-stop shop
With an unrivalled range of beers,
ciders, wines, spirits and soft drinks,
C&C’s distribution platform provides
a comprehensive “one-stop shop” for
licensed premises owners.
Final Mile distribution
The Group continues to assess low
carbon distribution options as the
leading final mile delivery partner to the
on trade in the UK and Ireland.
Piloting Alternative Fuel
Vehicles
C&C Group is committed to transitioning
to a low-carbon world. Operating as a
distributor, as well as a manufacturer
and marketer, a significant amount of our
emissions are fuel-based. The Group
understands the negative impact fossil fuels
have on our climate and is committed to
transitioning to lower carbon alternatives
where feasible. The delivery vehicles at
two of our major depots, in Bedford and
Runcorn, are powered by HVO. This has
saved over 1,000 tCO
2
e in FY24 alone.
During FY24 we began transitioning
more of our delivery vehicles, at our
Thornliebank depot, to run on HVO. The
Group also has four 18-tonne electric
HGVs in operation, following successful
trials across our distribution network in
FY23. We are adopting a phased approach
to the implementation of EVs (Electric
Vehicles), shifting delivery vehicles to
HVO in the interim as the technology and
cost competitiveness of electric vehicles
improves.
Our new flagship depot in London, Orbital
West, will use a mixture of Electric HGVs
and HGVs powered by HVO. This will
ensure sustainable deliveries in the heart
of the country. Our planned rollout of
Electric HGVs and HVO-powered HGVs will
continue into FY25.
ESG Pillar
see page 60
1
Governance Report
Strategic Report Financial Statements Additional Information
29
Key Performance Indicators
We have financial and non-financial metrics to measure our performance.
Financial KPIs
Strategic Priority KPI
Definition (see also financial
definitions on pages 272 and 273) FY2024 Performance FY2024 Focus
Links to other
Disclosures
To enhance
earnings
growth
Operating
profit
Operating profit/(loss) (before
exceptional items)
FY2021
FY2022
FY2023
FY2024
(€59.6m)*
€47.9 m
€82.6m**
€60.0m
To deliver market
leading customer
service through
our distribution
platforms; revenue
enhancement
through pricing
actions and cost
control.
CFO Review
page 53
Operating
margin
Operating profit/(loss) (before
exceptional items), as a
percentage of net revenue
FY2021
FY2022
FY2023
FY2024
(8.1%)*
3.3%
4.9%**
3.6%
Adjusted
diluted
earnings per
share
Attributable earnings before
exceptional items divided
by the average number of
shares in issue as adjusted
for the dilutive impact of
equity share awards
FY2021
FY2022
FY2023
FY2024
(21.1c)***
7.5c
13.1c**
8.1c
CFO Review
page 54
Basic
earnings per
share
Attributable earnings divided
by the average number of
shares in issue
FY2021
FY2022
FY2023
FY2024
(31.1c)***
9.9c
10.3c**
(29.0)c
CFO Review
page 54
To generate
strong cash
flows
Free Cash
Flow
Free Cash Flow is a
non-GAAP measure that
comprises cash flow from
operating activities net of
capital investment cash
outflows which form part of
investing activities (before
exceptional items)
FY2021
FY2022
FY2023
FY2024
(€91.2m)*
€28.4m
€75.8m**
€85.6m
To generate
improved operating
cash flows
CFO Review
page 55
Free Cash
Flow
Conversion
Ratio
The conversion ratio is the
ratio of free cash flow as
a percentage of Adjusted
EBITDA
FY2021
FY2022
FY2023
FY2024
NM*
35.6%
65.3%**
91.4%
To ensure the
appropriate
level of
financial
gearing and
profits to
service debt
Net debt:
Adjusted
EBITDA
The ratio of net debt (net debt
comprises borrowings (net
of issue costs) less cash plus
lease liabilities) to Adjusted
EBITDA
FY2021
FY2022
FY2023
FY2024
NM*
3.4x
1.3x
1.8x
Within medium-term
target of 1.5x to 2.0x
Net Debt/adjusted
EBITDA
CFO Review
page 53
30
C&C Group plc
Annual Report 2024
Strategic Priority KPI
Definition (see also financial
definitions on pages 272 and 273) FY2024 Performance FY2024 Focus
Links to other
Disclosures
To ensure the
appropriate
level of
liquidity
Liquidity
Liquidity comprises cash
on hand plus headroom
available in the Group’s
revolving credit facility)
FY2021
FY2022
FY2023
FY2024
€314.6m
€438.7m
€470.3m
€39 0.1m
Ensure sufficient
liquidity to meet
the on-going
requirements of
the business and
execute its strategy
CFO Review
page 53
To ensure the
appropriate
level of
financial
gearing
Net debt
Net debt (net debt comprises
borrowings (net of issue
costs) less cash plus lease
liabilities
FY2021
FY2022
FY2023
FY2024
€362.3m
€191.3m
€155.5m**
€168.0m
CFO Review
page 53
To deliver
sustainable
Shareholder
returns
Progressive
dividend/
return to
Shareholders
Total dividend per share paid
and proposed in respect of
the financial year in question
FY2021
FY2022
FY2023
FY2024
-
-
3.79c
5.86c
The Group will
continue to seek
to enhance
Shareholder returns
Dividend
Payout Ratio
Dividend cover is Dividend/
Adjusted diluted EPS
FY2021
FY2022
FY2023
FY2024
-
-
28.3%
72.3%
Non Financial KPI’s
To achieve
the highest
standards of
environmental
management
Reduction in
CO
2
emissions
Tonnes of CO
2
emissions**** FY2021
FY2022
FY2023
FY2024
26,865t
24,19 6 t
22,578t
20,425t
To achieve best
practice across the
Group, including
acquired businesses
Sustainability
Report
page 66
Waste
recycling
Tonnes of waste sent to
landfill
FY2021
FY2022
FY2023
FY2024
0t
0t
0t
0t
To achieve best
practice across the
Group, including
acquired businesses
Sustainability
Report
page 72
To ensure
safe and
healthy
working
conditions
Lost Time
Injury
Frequency
Rate.
Number of lost time
injuries x 200,000
Number of hours worked
FY2021
FY2022
FY2023
FY2024
-
-
-
3.69
To achieve best
practice across the
Group
Sustainability
Report
page 77
Reportable
Injury
Frequency
Rate
Number of reportable injuries
x 200,000
Number of hours worked
FY2021
FY2022
FY2023
FY2024
-
-
-
1.83
To achieve best
practice across the
Group
* COVID-19 had a material impact on KPIs in FY2021.
** FY2023 Operating profit has been restated to rectify the incorrect application of Group Accounting Policies and errors of judgement as outlined in Note 31 to the Group’s
financial statements on page260.
*** During FY2022, the Group completed a Rights Issue at a discounted price of £1.86. As the rights price was issued at a discount, this was equivalent to a bonus issue of
shares combined with a full market price. As such, IAS 33 Earnings Per Share required an adjustment to the number of shares outstanding before the Rights Issue to reflect
the bonus element inherent in it and also for this to be included in the EPS calculation for the FY2021 period presented so as to provide a comparable result.
**** Market based scope 1 and 2 emissions as stated in annual Carbon Disclosure Project return.
***** C&C Group has adopted the GRI standard for FY2024 Occupational Health and safety reporting (above) across all business areas including manufacturing, logistics and
support functions. Historical data is not available using this methodology
Governance Report
Strategic Report Financial Statements Additional Information
31
Management of Risks and Uncertainties
The Board has overall responsibility for
the Group’s system of internal control,
for reviewing its effectiveness and for
confirming that there is a process for
identifying, evaluating and managing the
principal risks affecting the achievement of
the Group’s strategic objectives.
The Group has established a risk
management process to ensure effective
and timely identification, reporting and
management of risk events that could
materially impact the achievement of the
Group’s strategic objectives and financial
targets. This involves the Board considering
the following:
• the nature and extent of the principal risks
facing the Group;
• the likelihood of these risks occurring;
• the impact on the Group should these
risks occur; and
• the actions being taken to manage these
risks to the desired level.
The Audit Committee oversees the
effectiveness of the risk management
procedures in place and the steps being
taken to mitigate the Group’s risks.
Internal Controls and Risk
Management
The key features of the Group’s system
of internal control and risk management
include:
• review, discussion and approval of the
Group’s strategy by the Board;
• clearly defined organisational structures,
authority limits and authorisation
process for the operational and financial
management of the Group and its
businesses;
• corporate policies for financial reporting,
treasury and financial risk management,
information technology and security,
project appraisal and corporate
governance;
• review and approval by the Board of
annual budgets and brand plans for all
business units, identifying key risks and
opportunities;
• monitoring of performance against
budgets on a weekly basis and reporting
thereon to the Board on a periodic basis;
• an internal audit function which reviews
key business processes and controls;
and
• review by senior management and the
Audit Committee of internal audit findings,
recommendations and follow up actions.
The preparation and issue of financial
reports, including consolidated annual
financial statements is managed by the
Group Finance function, led by the CFO,
with oversight from the Audit Committee.
The key features of the Group’s internal
control procedures with regard to the
preparation of consolidated financial
statements are as follows:
• the review of each operating division’s
period end reporting package by the
Group Finance function;
• the review of each operating division’s
quarterly financial reporting package by
the Group Finance function;
• the challenge and review of the financial
results of each operating division with the
management of that division by the Chief
Financial Officer;
• the review of any internal control
weaknesses highlighted by the external
auditor, the CFO, Head of Internal Audit,
Company Secretary and Group General
Counsel and the Audit Committee; and
• the follow up of any critical weaknesses
by internal audit to ensure issues
highlighted to the Executive Committee
and Audit Committee are addressed.
The Directors confirm that, in addition to
the monitoring carried out by the Audit
Committee under its terms of reference,
they have reviewed the effectiveness of
the Group’s risk management and internal
control systems up to and including the
date of approval of the FY2024 financial
statements. This review had regard to
all material controls, including financial,
operational and compliance controls that
could affect the Group’s business. The
review included the extensive internal
and independent external investigative
work which was conducted post year end
following the notification of accounting
discrepancies to the Audit Committee
and the External Auditors. Further details
relating to the underlying issues and the
consequent actions and improvements to
the controls and governance frameworks
that have been, and are being taken, to
ensure that there is no repetition of these
issues are set out in the Audit Committee
Report on pages 114 to 122. The Directors
considered the outcome of this review and
continue to monitor the implementation
of the proposed changes to internal
reporting processes, risk management
and monitoring frameworks to ensure the
Group’s internal controls are operating
effectively.
Identifying and Monitoring
Principal and Emerging risks
A process for identifying, evaluating
and managing significant risks faced by
the Group, in accordance with the UK
Corporate Governance Code 2018 and
the FRC Guidance on Risk Management,
Internal Control and Related Financial and
Business Reporting 2014, has been in place
for the entire period and up to the date the
financial statements were approved. These
risks are reviewed by the Audit Committee
and the Board, who will consider any
emerging risks (internal and external) for
inclusion in the Group Risk Register.
The risks facing the Group are reviewed
and challenged regularly by the Audit
Committee and the executive management
team. Each of the Group’s principal risks
is assigned an executive owner who, with
the assistance of the risk committee for
that specific risk, is responsible for ensuring
mitigating actions are sufficient to bring
risks to within the agreed risk appetite. The
risk management governance framework
ensures that these mitigations and internal
controls are embedded and operate
effectively throughout the organisation.
The annual Board and Audit Committee
agendas include a series of updates from
executive risk owners in relation to the
Group’s principal risks. These updates
32
C&C Group plc
Annual Report 2024
Principal Risk Matrix
High
7
11
13
8
1
2
14
6
4
9
3
5
12
Low
Low High
Impact
Likelihood
1. Regulatory / Social Attitude Changes to Alcohol
2. Economic & Geopolitical
3. Sustainability & Climate Change
4. Change in Customer Dynamics &
Group Performance
5. People & Culture
6. Health & Safety
7. Product Quality & Safety
8. Supply Chain Operations, Costs and Inflation
9. Information Technology
10. Cyber Security & Data Protection
11. Business Growth, Integration and
Change Management
12. Compliance with Laws & Regulations
13. Brand & Reputation
14. Financial & Credit
10
include a history of the risk to date, key
mitigating actions and controls, an outline
of the residual risk and any future actions
planned to address control weaknesses.
The Audit Committee also receives regular
updates on risk management and internal
control effectiveness from the Head of
Internal Audit along with agreed mitigating
actions to resolve any weaknesses
identified.
Changes to the Principal Risks
Although there have been no new principal
risks added, we have considered the impact
of the investigation on the overall FY2024
risk assessment process. This resulted in a
review of risk definitions and financial impact
measurement and subsequent changes to
a number of risks, namely:
• Compliance with Laws, Regulations
and Taxation
where the impact was moved from
moderate to significant to reflect
increased compliance requirements and
the addition of taxation;
• Change in Customer Dynamics and
Group Performance
where the impact was reduced to
significant from intolerable; and
• Business Integration and Change
Management
where the risk descriptor was updated to
remove growth as a risk and the impact
reduced to significant from intolerable.
Emerging Risks
As part of our overall risk assessment
process and in line with the UK Corporate
Governance Code 2018 (the ‘Code’),
the Group captures and monitors areas
of uncertainty which, while not having a
significant impact on the business currently,
have the potential to adversely impact the
Group in the future. These are considered
to be emerging risks.
Following the FY2024 risk assessment no
new emerging risks were identified.
The monitoring of existing and identification
of new emerging risks are an ongoing focus
for the Group.
Risk Appetite
The FRC Guidance on Risk Management,
Internal Control and Related Financial and
Business Reporting requires companies
to determine their risk appetite. This
is the amount of risk that the Group is
willing to accept to achieve its strategic
and operational objectives. Risk appetite
promotes consistent, “risk-informed”
decision-making aligned with strategic
aims, and it also supports robust corporate
governance by setting clear risk-taking
boundaries.
For each of the principal risks, the Group’s
risk appetite has been considered when
determining the nature and extent of the
key control mechanisms in place and the
level of assurance required. The Board
and the Audit Committee receive regular
reports from key functions such as health
and safety, finance, legal, IT, internal audit,
HR and ESG. Where the level of assurance
obtained is not considered to adequately
reflect the stated risk appetite, then
increased assurance activity is introduced.
Governance Report
Strategic Report Financial Statements Additional Information
33
Management of Risks and Uncertainties
(continued)
Principal Risks and Uncertainties
During the year, the Audit Committee and the Board carried out a robust assessment of the principal risks facing the Group, including
those that would threaten its business model, future performance, solvency or liquidity. The principal risks and uncertainties set out on
pages 34 to 40 represent the principal uncertainties that the Board believes may impact the Group’s ability to effectively deliver its strategy
and future performance. The list does not include all risks that the Group faces and it does not list the risks in any order of priority. These
principal risks are incorporated into the modelling activity performed to assess the ability of the Group to continue in operation and meet its
liabilities as they fall due for the purposes of the viability statement on page 41.
Risk and Uncertainties
Impact Mitigation Risk Trend
Regulatory and Social Attitude Changes to Alcohol
The Group may be adversely affected by changes
in government regulations affecting alcohol pricing
(including duty), sponsorship or advertising, particularly
as health wellbeing becomes a greater focus of society
and governments post pandemic.
The Group is actively involved with key trade bodies in UK and Ireland. We are
members of Drinkaware in UK and Ireland and also comply with all alcohol
marketing regulations and codes including Portman Group guidance.
Within the context of supporting responsible drinking initiatives, the Group
supports the work of its trade associations to present the industry’s case to
government. C&C also adheres to the responsible promotion of alcohol and
all legislation, and the self- and co-regulatory codes in the UK and Ireland
(Portman, CAP/BPAC and CopyClear).
The Group has developed low and zero alcohol variants for its core brands,
alongside reducing the alcohol by volume (‘ABV’) of certain brands in order to
meet changing consumer trends around health and moderation and possible
duty increases.
Economic and Geopolitical Events
Our business, financial results and operations may
be adversely affected by economic or geopolitical
instability and/or uncertainty, such as the continuing
conflict and humanitarian crisis in Ukraine.
The Group’s performance is also impacted by potential
recessions, inflation, exchange rates, taxation rates and
social unrest.
The Board and management will continue to consider the impact on the
Group’s businesses, monitor developments and engage with the UK, Irish
and Scottish governments to help ensure a manageable outcome for our
businesses.
Group businesses are active members in respected industry trade bodies in
the UK and Ireland including being a steering committee member of the UK
all-party Parliamentary Beer Group.
On an ongoing basis, the Group seeks, where appropriate, to mitigate
currency risk through hedging and structured financial contracts and take
appropriate action to help mitigate the consequences of any decline in
demand within its markets.
We have implemented action plans to protect the profitability and liquidity of
the Group and mitigate a significant proportion of our cost base. We continue
to review our cost base for additional savings.
We remain vigilant to changes in local jurisdictions and retain the flexibility to
take appropriate mitigating action as necessary.
34
C&C Group plc
Annual Report 2024
Risk Movement
New
No change
Increasing
Decreased
Impact Mitigation Risk Trend
Sustainability and Climate Change
The Group recognises the significant environmental
challenges the world faces due to a changing climate
and the implications that this can have for our business
and supply chains.
Physical climate impacts and related policy and/or
market changes may disrupt our operations or impact
demand for our products.
Failure to implement policies and meet required
sustainability and ethical standards and social
perceptions could significantly impact C&C’s reputation
as well as potentially impact future growth.
As a UK premium listed company, C&C Group is
required to disclose its second mandatory Task Force
on Climate-related Financial Disclosure (‘TCFD’) report
in its Annual Report & Accounts (‘ARA’) for the year
ended 29 February 2024.
One of the requirements of the TCFD framework is
to assess the resilience of an organisations’ strategy,
taking into consideration different climate-related
scenarios. To achieve this, and to appropriately
incorporate the potential effects of climate change into
planning processes and business strategy, C&C needs
to consider how climate risks and opportunities may
evolve and the potential business implications under
different conditions.
Aligned with the TCFD guidance, a range of three
scenarios, 1.5°C, 2.5°C and 4°C, have been selected
for quantitative scenario analysis of:
• Physical Risk: The reduction of water available
for production due to water scarcity.
• Physical Risk: The production and distribution
disrupted at key facilities by flood events.
• Physical Risk: Disruption to the supply chain &
distribution network due to extreme weather.
• Physical Risk: Effects on ingredient production
due to chronic climate change on hops, barley,
wine grapes, sugar and apples.
• Transition Risk: Increased costs from Climate
Change Levy / Carbon Tax on C&C emissions.
• Opportunity: Increased market opportunity from
consumer preference transitions to low-carbon
products.
The Group has established a strong governance model which includes both
a Board level and a new management level ESG Committee responsible for
the delivery of our ESG strategy and programmes. This ESG Management
Committee (‘ESGMC’) is composed of executives and various levels of
management from functions across the Group and will be responsible for
sustainability & climate risk and opportunities. The ESGMC will report to the
ESG Board Committee and Group Executive Committee.
An impact materiality assessment exercise, in line with the Global Reporting
Initiative, was completed during the year to ensure that the Group’s ESG
priorities remain aligned with the views of our key stakeholders. In 2024, we
will perform a comprehensive double materiality assessment, complying
with our reporting obligations under the Corporate Sustainability Reporting
Directive (‘CSRD’). The assessment will consider both our material impacts
on our stakeholders and also material sustainability related risks and
opportunities for C&C.
The Group has pledged to be a carbon-neutral business by 2050 at the
latest. We set our emissions reduction targets which are grounded in climate
science and validated by the Science Based Targets initiative (‘SBTi’) in
January 2023. We are committed to reduce our absolute Scope 1 and Scope
2 greenhouse gas emissions by 35% by 2030 (versus a FY2020 base year).
To achieve our target of reducing our Scope 3 emissions by 25% by 2030
(versus a FY2020 base year), we have also committed that suppliers and
customers making up 67% of our Scope 3 emissions, will have science-
based targets in place by 2026.
Sustainability and climate related metrics were included as part of the Long-
Term Incentive Plan (‘LTIP’) for Executive Directors in FY2022, FY2023 and
FY2024.
Our Clonmel and Bristol sites continue to be ISO 14001 accredited for an
effective environmental management system.
The Group has established an Ethical and Sustainable Procurement Steering
Committee to ensure that suppliers adopt a strong approach to corporate
social responsibility. Suppliers are reviewed and assessed both on an
ongoing basis and as part of new tenders to ensure they adhere to C&C’s
Code of Conduct and Modern Slavery Statement and that sustainability and
ethical practices are a fundamental part of their operations.
Governance Report
Strategic Report Financial Statements Additional Information
35
Management of Risks and Uncertainties
(continued)
Impact Mitigation Risk Trend
Changes in Customer Dynamics and Group Performance
Consumer preference may change, new competing
brands may be launched, and competitors may
increase their marketing or change their pricing policies.
Failure to respond to competition and/or changes in
customer preferences could have an adverse impact on
sales, profits and cash flow within the Group.
In the post pandemic environment there is a smaller
on-trade universe and possible reduced value pool for
the on-trade.
The rapid increase in interest rates to counter inflation
may adversely affect customer behaviour and reduce
profitability.
A UK wide deposit return scheme (‘DRS’) is now due for
introduction in October 2027 with Extended Producer
Responsibility fees planned for 2025.
Through diversification, innovation and strategic partnerships, we are
developing our product portfolio to enhance our offering of niche and
premium products to satisfy changing consumer requirements including the
production of low alcohol and non-alcoholic variants of our brands.
The Group has a programme of brand investment, innovation and product
diversification to maintain and enhance the relevance of its products in the
market.
Brand health surveys, which provide an understanding of consumer and
customer perception of our brands, are used to inform and enhance our
market offerings.
Contracts may be renegotiated. We continue to focus on retention and new
sales opportunities as customers move to more resilient and “best in class”
operations.
The Group has established a cross-functional working group to engage with
industry and all stakeholders to plan effectively for the implementation of
new Extended Producer Responsibility (‘EPR’) fees in 2025 and DRS, now
planned for October 2027. We continue to work with our trade bodies and
other stakeholders to flag to all UK Governments that, to avoid cost and
complexity and have best chance of meeting recycling targets, there must be
one fully interoperable DRS introduced across the UK at the same time.
People and Culture
The Group’s ability to attract, develop, engage and
retain a diverse, talented and capable workforce is
critical if the Group is to continue to compete and grow
effectively.
Failure to continue to evolve our culture, diversity and
inclusion could impact our reputation and delivery of
our strategy.
The Group seeks to mitigate this risk through employment policies and
procedures, as well as ongoing enhancements of pay and conditions,
including benchmarking remuneration packages to ensure market
competitiveness, broadening the scope of variable elements of remuneration
and the development of retention and succession plans for critical roles.
The Group’s approach to talent management and executive succession
planning is regularly reviewed by the Group Executive Committee and is
overseen by the ESG Committee, Nomination Committee and the Board.
The Board and the Executive team have a vital role in shaping and
embedding a healthy corporate culture, which continues to be a focus.
Culture is monitored and assessed by the ESG Committee and the Board.
A key focus of the Group’s sustainability agenda is to build a purpose led,
culturally diverse, engaged and inclusive workforce, where our people can
be at their best, contribute to the Group’s success and realise their career
ambitions. Progress is monitored through KPIs and a six-monthly Group
wide employee engagement survey. Our Employee Representative Groups
(‘ERGs’) remain key in evolving our culture, with each group having an
Executive sponsor. Our Diversity, Equity and Inclusivity group continues to
champion greater diversity throughout the Group. In FY2025, we will conduct
a review of our ERGs as part of the new two-year DE&I Plan and feedback
from our employee engagement survey.
36
C&C Group plc
Annual Report 2024
Impact Mitigation Risk Trend
Health and Safety
A health and safety related incident could result in
serious injury to the Group’s employees, contractors,
customers and visitors, which could adversely affect
our operations and result in criminal prosecution, civil
litigation and damage to the reputation of the Group
and its brands.
.
The Group has a Health, Safety and Environmental (‘HSE’) team who work
closely with management to ensure that the Group complies with all health,
safety and environmental laws and regulations with ongoing monitoring,
reporting and training.
The Group has established protocols and procedures for incident
management and product recall and mitigates the financial impact by
appropriate insurance cover.
Management meetings throughout the Group feature a health and safety
update as one of their first substantive agenda items. The Group has
policies, procedures and standards in place to ensure compliance with legal
obligations and industry standards.
Our support for mental health and wellbeing has further increased this year,
with a significant further expansion of our Mental Health First Aider population
and investment in a range of resources in addition to the adoption and
approval by the Board of a Mental Health First Aider Policy in FY2024. C&C
Group will provide MHFA refresher training in 2024 for those who feel they
would benefit.
Product Quality and Safety
The quality and safety of our products is of critical
importance and any failure in this regard could result
in a recall of the Group’s products, damage to brand
image and civil or criminal liability.
The Group has implemented quality control and technical guidelines which
are adhered to across all sites. Group Technical continually monitor quality
standards and compliance with technical guidelines.
The Group also has quality agreements with all raw material suppliers, setting
out our minimum acceptable standards. Any supplies which do not meet the
defined standards are rejected and returned.
The Group has enacted specific business continuity plans and a range of
measures to protect the business in line with the advice of governments and
local health authorities to ensure the safe production and distribution of the
Group’s products.
Our Clonmel and Bristol sites continue to be ISO14001 accredited for an
effective environmental management system. Our Clonmel and Wellpark
manufacturing sites have the highest standard of BRC accreditation of AA+
achieved in February 2024 and March 2023 respectively.
Supply Chain Operations, Operations and Costs
Circumstances such as the prolonged loss of a
production or storage facility, disruptions to supply
chains or critical IT systems and reduced supply of
raw materials may interrupt the supply of the Group’s
products, adversely impacting results and reputation.
An increased number of disruptive events have
posed the risk of an interruption to the supply of raw
materials or to the effective operation of the Group’s
manufacturing facilities.
Also, there is a risk of increased input costs due to poor
harvests and price of inputs. The continuing conflict in
Ukraine has contributed to heightened uncertainty and
inflationary pressures.
The Group seeks to mitigate the operational impact of such events
through business continuity plans, which are tested regularly to ensure
that interruptions to the business are prevented or minimised and that data
is protected from unauthorised access, contingency planning, including
involving the utilisation of third-party sites and the adoption of fire safety
standards and disaster recovery protocols. The Group seeks to mitigate the
financial impact of such an event through business interruption and other
insurance covers.
Enhancement of business continuity planning launched to enhance the
visibility of our key dependencies, our key threats and solution design. The
Group works closely with its suppliers to protect the integrity and consistency
of supply of raw materials.
The Group seeks to minimise input risks through long-term or fixed price
supply agreements. The Group continues to assess inflationary and other
supply chain pressures and impacts on product pricing and will continue
to work with our suppliers to identify opportunities to improve supply chain
resilience and to selectively pre-purchase products in order to ensure
continuity of supply.
The Group does not seek to hedge its exposure to commodity prices by
entering into derivative financial instruments.
Risk Movement
New
No change
Increasing
Decreased
Governance Report
Strategic Report Financial Statements Additional Information
37
Management of Risks and Uncertainties
(continued)
Impact Mitigation Risk Trend
Information Technology
The Group relies on robust IT systems and supporting
infrastructure to manufacture and trade effectively. Any
significant disruption or failure of key systems could
result in business disruption and revenue loss, accident
or misappropriation of confidential information.
Failure to properly manage existing systems, or the
implementation of new IT systems may result in
increased costs and/or lost revenue, and reputational
damage.
Monitoring and alerting of availability of critical technologies and their inter-
dependencies.
IT change management process is embedded to assess risk of all changes
to technology including changes made by third-party providers. Critical IT
Technologies are either cloud-hosted, hosted across two data centres or at
third-party provider locations with necessary fall over protocols and security
perimeters in place.
Incident management teams are in place 24/7 to manage low level IT
incidents. If there is a major incident or an escalation of an incident that has
a wider impact on other parts of the business and stakeholders, then it can
be escalated into the IT major incident management team to respond rapidly,
with defined escalation and communication with the crisis management
framework, via the network duty manager.
Cyber Security and Data Protection
Failure or compromise of our IT infrastructure or key IT
systems may result in theft, loss of information, inability
to operate effectively, financial or regulatory penalties,
loss of financial control and a negative impact on our
reputation. Failure to comply with legal or regulatory
requirements relating to data security (including cyber
security) or data privacy in the course of our business
activities, may result in reputational damage, fines
or other adverse consequences, including criminal
penalties and consequential litigation, adverse impact
on our financial results or unfavourable effects on our
ability to do business.
There is a constant threat of significant and
sophisticated cyber-attacks including phishing, ransom
ware, malware and social engineering.
Using personal data in a non-compliant manner
(whether deliberately or inadvertently) may exacerbate
the impact of security incidents.
Geopolitical uncertainty has increased the probability of
state sponsored attacks.
The Group undertakes a regular security assurance programme, testing
controls, identifying weaknesses and prioritising remediation activities where
necessary. This includes periodic best practice specialist security testing by
a leading third-party provider and regular system scanning to identify security
weaknesses. Issues are assessed for risk and are comprehensively managed
as part of the Group’s risk management programme. The Board and Audit
Committee is presented with regular detailed Information Security Reports
by the Group Head of IT, which includes recommendations for further
reinforcements, and a roadmap for further risk reduction. As a demonstration
of our commitment to tackling cyber security we are currently pursuing Cyber
Essentials Plus accreditation from the National Cyber Security Centre.
A data and cyber risk governance structure exists including an IT and
data protection risk committee to regularly review the data and cyber risk
landscape and determine required action to take place to manage risk
effectively. Cyber security is a major focus area for the Board and Audit
Committee who receive regular updates from the Group Transformation and
Technology Director.
A specialist external IT security team undertake a 24/7 security monitoring
service, a vulnerability management programme, a software review process,
supply chain partner audits, a data loss prevention programme and identity
governance controls amongst other initiatives including asset management, a
comprehensive patching schedule and consolidation of our IT Infrastructure.
During FY2024 we continued our ongoing programme of investment in cyber
security controls which included Endpoint Detect and Respond, Cloud
Access Security Broker, Domain based Message authentication, Reporting
and Conformance, email authentication and enhanced data loss prevention
controls.
Business continuity, disaster recovery and crisis management plans are in
place and tested on a regular basis.
We continue to prioritise several initiatives to further minimise the risk profile,
including employees receiving regular online cyber security training and
ongoing awareness is promoted through monthly phishing training and other
initiatives to keep employees abreast of new and emerging threats.
Policies are in place regarding the protection of both business and personal
information, with support from the Group Data Protection Officer.
38
C&C Group plc
Annual Report 2024
Impact Mitigation Risk Trend
Business Integration and Change Management
Successful digital transformation and optimisation of
the business is reliant on robust change management
processes and confidence in our underlying data.
The breadth and pace of change can present strategic
and operational challenges. Business integration and
change that are not managed effectively could result
in unrealised synergies, poor project governance, poor
project delivery, increased staff turnover, erosion of
value and failure to deliver growth.
Data quality and integrity issues could negatively impact
digital transformation strategies, result in poor decision
making, inaccurate analytics and reporting, and poor
outcomes for customers, consumers and suppliers.
Significant projects and acquisitions have formal leadership and
project management teams to deliver integration.
Regular Group communications ensure effective information,
engagement and feedback flow to support cultural change.
The Executive Management team oversees change management
and integration risks through regular people, planning and
products meetings.
Compliance with Laws, Regulations and Taxes
The Group operates in an environment governed by
strict and extensive regulations to ensure the safety and
protection of customers, Shareholders, employees and
other stakeholders. These laws and regulations include
hygiene, health and safety, the rules of the London
Stock Exchange and competition law. Changing laws
and regulation may impact our ability to market or sell
certain products or could cause the Group to incur
additional costs or liabilities that could adversely affect
its business. Moreover, breach of our internal global
policies and standards could result in severe damage
to our corporate reputation and/or significant financial
penalty.
Changes to the global tax environment is resulting in
significant changes to the UK and Ireland tax regimes.
Such changes will require a new way of compiling tax
charges.
The Company Secretary and Group General Counsel is a member of the
Group Executive Committee and is supported by appropriately skilled in-
house legal, data protection and company secretarial resource, with further
support provided by external lawyers and advisors.
Changes in laws and regulations are monitored, with policies and procedures
being updated as required to ensure compliance with regulations and
legislation, providing updated documentation, training and communication
across the Group.
The Group’s Code of Conduct and supporting policies, clearly define the
standards and expectations for all employees and third parties.
A mandatory online employee compliance programme is in place to embed
employees’ understanding of key compliance risks.
The Group’s Vault whistleblowing service, managed and facilitated by an
independent third-party, is available to all employees to raise concerns
regarding suspected wrongdoings or unethical behaviours. All calls are
followed up and investigated fully with all findings reported to the Board.
The Group maintains appropriate internal controls and procedures to guard
against economic crime and imposes appropriate monitoring and controls on
subsidiary management.
Brand Reputation
The Group faces considerable risk if we are unable to
uphold high levels of consumer awareness service,
retain and attract key associates and sponsorships
for our brands, or if we have inadequate marketing
investment to support our brands.
Maintaining and enhancing brand image and reputation
through the creation of strong brand identities is crucial
for sustaining and driving revenue and profit growth.
Capability in digital marketing means there is a risk of
losing voice and ultimately brand awareness/advocacy
with target consumers and trade customers.
The introduction of DRS in Ireland on 1 February 2024
presents a reputational risk if not implemented correctly.
To mitigate this risk, C&C has defined values and goals for all our brands.
These form the foundation of our product and brand communication
strategies.
Central to all our brand image initiatives is ensuring clear and consistent
messaging to our targeted consumer audience.
Executive Management, Group Legal and internal and external PR
consultants work together to ensure that all sponsorship and affiliations are
appropriate and protect the position of our brands.
The Group is monitoring the impact of the rapidly changing trading
environment on the Group’s brands and will make necessary investment
decisions to protect the Group’s brand health scores and reputation.
On-Time-in-Full rates are tracked weekly as a measure of customer service in
our distribution business.
Risk Movement
New
No change
Increasing
Decreased
Governance Report
Strategic Report Financial Statements Additional Information
39
Management of Risks and Uncertainties
(continued)
Impact Mitigation Risk Trend
Financial and Credit
The Group is subject to a number of financial and
credit risks such as adverse exchange and interest
rate fluctuations, availability of supplier credit, credit
management of customers and possible increase to
pension funds deficits and cash contributions.
Government and Central Bank policy can also
adversely impact Group results and re-financing.
Economic instability may increase the risk of bad debts.
Non-conformities of accounting and financial
controls could impair the accuracy of the data used
for internal reporting, decision-making and external
communication.
The Group seeks to mitigate currency risks, where appropriate, through
hedging and structured financial contracts to hedge a portion of its foreign
currency transaction exposure. It has not entered into structured financial
contracts to hedge its translation exposure on its foreign acquisitions.
The Group manages pension risk through continuous monitoring, taking
professional advice on the optimisation of asset returns within agreed
acceptable risk tolerances and implementing liability‐management initiatives.
A range of credit management controls are in place which are regularly
monitored by management to minimise the risk and exposure. Credit limits
are regularly reviewed in response to changing market conditions.
A range of key internal financial controls, such as segregation of duties,
authorisations and detailed reviews are in place with regular monitoring by
management to ensure the accuracy of the data for reporting purposes.
Assessment of the Group’s
Prospects
Going Concern
In adopting the going concern basis for
preparing these financial statements, the
Directors have considered the Group’s
business activities, together with factors
likely to affect its future development
and performance, as well as the Group’s
principal risks and uncertainties.
The Directors assessed the Group’s
cash flow forecasts for the period ending
31 August 2025 (the going concern
“assessment period”). The cash flows
included various stress testing scenarios.
These scenarios stress volume and working
capital outflows to reflect the potential
impact, to varying degrees, of a deepening
recessionary environment including the
impact of further inflation and interest rate
increases on customer and consumer
spending. The Group is satisfied that there
is sufficient headroom in the financial
covenants under current facilities under
each scenario.
The Group’s scenarios assume:
• A base case projection using internally
approved forecast and strategic plans,
which reflect the external economic
environment;
• A downside and a severe downside
scenario which assesses the potential
impact on volume and working capital of
a continuing recessionary environment
including the impact of further inflation
and interest rate increases on customer
and consumer spending.
Overall conclusion
Having considered these scenarios, the
Group’s banking facilities, the ongoing
inflationary pressures within the macro
economy and the funding requirements
of the Group, the Directors are confident
that headroom under our banking facilities
remains adequate, future covenant tests
can be met, and there is a reasonable
expectation that the business can meet
its liabilities as they fall due for a period
of greater than 12 months (being an
assessment period of 14 months) from the
date of approval of the Group Financial
Statements. For these reasons the Directors
continue to adopt the going concern basis
of accounting in preparing the Group’s
financial statements and no material
uncertainty has been identified.
40
C&C Group plc
Annual Report 2024
Viability Statement
In accordance with provision 31 of the UK
Corporate Governance Code, the Directors
set out how they have assessed the Group’s
prospects, the period covered by the
assessment and the Group’s formal viability
statement.
The Directors have assessed the prospects
of the Group by considering the Group’s
current financial position, its recent and
historic financial performance and forecasts,
its business model and strategy, the Board’s
risk appetite and the Group’s Principal Risks
and Uncertainties as set out above and how
these are identified, managed and mitigated.
Based on this assessment, which includes
a robust assessment of the potential impact
that these risks would have on the Group’s
business model, future performance,
solvency and liquidity, the Directors have a
reasonable expectation that the Group will
be able to continue in operation and meet its
liabilities as they fall due over the three-year
period to February 2027.
Group’s strategic planning process
The Board considers annually a three-
year, bottom-up strategic plan and a more
detailed budget which is prepared for
the following year. Current-year business
performance is reforecast during the
year. The most recent financial plan was
approved by the Board in March 2024. The
plan is reviewed and approved by the Board,
with involvement from the CEO, CFO and
the management team. Part of the Board’s
role is to consider the appropriateness of
key assumptions, considering the external
environment, business strategy and model.
Period of Assessment
The Directors have reviewed the period
used for the assessment and determined
that the three-year period to February 2027
is and remains an appropriate period over
which to provide its viability statement. This
period has been considered for the following
reasons:
• The business model can be evolved for
significant changes in market structure
or government policy over the three-year
period;
• For major investment projects three
years is considered by the Board to
be a reasonable time horizon for an
assessment of the outcome;
• The Group’s strategic planning horizon
covers a three-year period; and
• The Directors believe that this presents
the Board and readers of the Annual
Report with a reasonable degree of
confidence over this longer-term outlook.
Viability Assessment
The Directors’ assessment of the Group’s
viability has been made with reference to
FY2024 performance and the budget for
FY2025.
The Board reviewed the assessment of the
Group’s prospects made by management,
including:
• The development of a rigorous
planning process, the outputs of which
are comprised of a strategic plan, a
consolidated financial forecast for the
current year and financial projections for
future years covering the period of the
plan;
• A comprehensive review of the strategic
plan as part of its annual strategy
review, with regular monitoring of the
achievement of strategic objectives taking
place at each Board meeting;
• Assumptions are built at both Group
and business unit levels and are subject
to detailed examination, challenge and
sensitivity analysis by management and
the Directors;
• A consideration of how the impact of one
or more of the Group’s Principal Risks
and Uncertainties, could materially impact
the Group’s performance, solvency or
liquidity; and
• The impact of climate change on the
Financial Statements. The strategic
plan for the Group includes the best
estimate of the impacts of climate change
on financial performance as well as
the corresponding investment in risk
mitigations. An in-depth assessment of
climate risk has been conducted in the
past 12 months, with further analysis
of the key risks to be conducted in the
upcoming 12 months. See pages 42 to
52 for an overview of our work on TCFD.
These considerations include external factors
such as the impacts of inflation including fuel
and energy prices and their impact on the
Group’s manufacturing and distribution cost
base, lower economic growth, particularly
in our key areas of operation, unfavourable
currency exchange rate movements, increased
regulations and internal factors such as the
strategic plan under-delivering, the loss of
a key production site or a health and safety
related event. These considerations also
considered additional mitigating measures
available to the Group, including reducing
advertising and promotional spend or reducing
capital expenditure and the potential availability
of additional debt facilities. The Directors have
considered only controllable mitigating actions
and no action model would materially impact
business delivery. As at 29 February 2024, the
Group had total undrawn committed credit
facilities of €230.0m which mature in January
2029 and €160.1m cash, net of overdrafts.
The Audit Committee reviews the output of
the viability assessment in advance of final
evaluation by the Board. Having reviewed
these elements, current performance,
forecasts, debt servicing requirements, total
facilities and risks, the Board has a reasonable
expectation that the Group has adequate
resources to continue in operation, meet its
liabilities as they fall due and retain sufficient
available cash across the assessment period.
The Board therefore has a reasonable
expectation that the Group will remain viable
over the period of assessment.
Strategic Report Approval
The Strategic Report, outlined on pages 2 to
90, (including the assessment of the Group’s
prospects as set out above) incorporates
the Highlights, the Business Profile and Key
Performance Indicators, the Chair’s Statement,
the Chief Executive Officer’s report, Chief
Financial Officer’s report, the Sustainability
Report and the Management of Risks and
Uncertainties section of this document.
This report was approved by the Board of
Directors on 27 June 2024.
Mark Chilton
Company Secretary
Governance Report
Strategic Report Financial Statements Additional Information
41
Task Force for Climate Related Financial Disclosures (TCFD)
Response to Climate Change
This constitutes the Group’s third disclosure
utilising the TCFD Recommendations
and Recommended Disclosures (“TCFD
Recommendations”). Consideration of these
recommendations supports the Group
in factoring climate change into strategic
decisions in a formalised and robust manner
and supports our climate reporting and the
development of our transition plan. We are
committed to ensuring that we continue to
improve our climate-related disclosures over
the coming years.
In accordance with LR 9.8.6R(8), we
are required to include a statement
in this Annual Report and Financial
Statements setting out whether the Group
has included climate-related financial
disclosures consistent with the TCFD
Recommendations.
We have included climate-related financial
disclosures in this Annual Report and
Financial Statements consistent with the
TCFD Recommendations, except for the
following:
• Formally embedding climate-related
risks and opportunities (‘CROs’) within
our strategy and financial planning
(Recommendations Strategy (b))
• Identifying and monitoring metrics
and targets aligned to all the climate-
related risks and opportunities that were
identified as part of our scenario analysis
(Recommendation Metrics & Targets (a)
and (c)).
Governance
C&C’s Board of Directors has the ultimate
responsibility for overseeing the Group’s
climate-related risks and opportunities and
for ensuring that climate change matters
are considered when reviewing and guiding
the Group’s strategy, including undertaking
major plans of action and capital
expenditures. Moreover, climate change
is also integrated into decisions regarding
C&C’s annual budgets, business plans and
performance objectives (refer to the Strategy
section below which discusses how we are
using the results of our quantitative scenario
analysis for financial planning, for example).
Board members attend ESG Board
Committee meetings and are therefore kept
abreast of key climate developments, such
as the Group’s Transition Plan which is a
standing agenda item.
Training
During FY2023, the Board received
training on climate scenario analysis and
the strategic considerations for C&C. A
quantitative scenario analysis was carried
out starting in Q4 of FY2023 and into Q1
of FY2024 (see strategy section on page
44 ) and the results were presented to the
Board in March 2023 and the ESG Board
Committee in May 2023.The Board will
be undertaking training sessions in Q2
of FY2025 to increase our leadership’s
knowledge, understanding and awareness
of sustainability-related issues (including
climate). The training sessions will
include sessions focusing on particular
sustainability topics, as well as broader
sessions which will focus on integrating
material sustainability topics into Board
decisions.
Additional training across relevant
management functions and teams will be
rolled out in Q2 of FY2025. These training
sessions will focus on items such as target
setting, action plans, data management
and metrics, and the implementation
and monitoring of the same to ensure
performance is improving.
During FY2024, to support our Supply
Chain Screening approach, CDP delivered
training to C&C Procurement and
Commercial functional colleagues, and
key suppliers, as well as for relationship
managers and buyers on how supply chain
screening and collaborating with suppliers
and customers can play a vital role in
tackling environmental harm and achieving
global climate goals.
Group Executive Committee
ESG Management Committee
ESG Board Committee
C&C Board of Directors
Governance structure
42
C&C Group plc
Annual Report 2024
Governance structure
The ESG Board Committee has delegated
responsibility from C&C’s Board of Directors
over some elements of oversight of climate
change. Please see pages 123-126 for
the ESG Board Committee report which
contains its responsibilities and matters
considered during the year. The Chair of
the ESG Board Committee is responsible
for providing the Board of Directors with an
update on all ESG matters, including climate
change.
Recognising the importance of climate
change and sustainability matters for the
Group, all Board members participate in
the ESG Board Committee meetings, such
that the entire leadership is made aware of
relevant ESG and climate-related matters,
so that these can be further considered
for wider strategic purposes and business
decisions.
Furthermore, Group policy is to assign a
Group Executive Committee owner for each
principal risk on the Group Risk Register.
Starting from FY2021, Sustainability and
Climate Change has been identified as a
principal risk for C&C, therefore climate risks
are continuously reviewed and considered
in Risk functions and at an executive level.
Please see page 35 for more details about
the Group’s Risk Management. In response
to the identification of Climate Change
as a principal risk, a Risk Committee for
Sustainability and Climate Change was set
up to monitor and manage climate change,
including reviewing, on an annual basis, the
climate-risks and opportunities identified.
During FY2024, the Risk Committee for
Sustainability and Climate Change met
once.
During FY2024 the Group re-assessed the
governance structure over sustainability
topics more broadly and established a
new Management-level ESG Committee
in March 2024. The Climate Committee
previously in place will be subsumed by
the new ESG Management Committee.
The ESG Management Committee has
been established to oversee and enhance
the embedding of ESG at C&C. The ESG
Management Committee is set to meet
monthly and reports directly to the ESG
Board Committee.
The roles and responsibilities of the ESG
Management Committee are as follows:
• Take a Materiality approach to define and
implement ESG policies and practices
that align with the Company’s overall
strategy and industry best practices.
• Identify and assess ESG risks
and opportunities, providing
recommendations to mitigate risks and
capitalise on opportunities.
• Monitor and report on the Company’s
ESG performance against established
goals and benchmarks.
• Engage with stakeholders, including
Shareholders, employees, customers,
suppliers, and communities, to ensure
a comprehensive understanding of ESG
concerns and expectations.
• Regularly review and update the ESG
policy framework in response to evolving
regulatory stakeholder requirements.
• Establish and oversee initiatives aimed
at reducing the environmental impact,
promoting diversity and inclusion, and
ensuring ethical business conduct.
Chair of ESG Management Committee
Company Secretary and General Counsel
Secretary of ESG Management Committee
Governance, Materiality, Risk, Data, Reporting & Communications
Head of ESG
Head of
Procurement
Senior
Legal Counsel
HR
Business Partner
CEO and
member of
ESG Board
Committee
Head of Group
Engineering
Deputy
Company
Secretary
Group Director
of Finance
ESG management committee structure
Governance Report
Strategic Report Financial Statements Additional Information
43
Separate from this, C&C has an Ethical and Sustainable Procurement Committee which seeks to embed climate considerations, as well
as other sustainability considerations into the Group’s procurement practices. This Committee also meets monthly and reports to the ESG
Board Committee.
The work of the management committees is supported by the ESG Working group. This is a core working group focused on initiating and
overseeing projects related to ESG matters. Supporting the ESG working group are a core group of ESG Champions across the business.
The responsibilities of the Champion role focuses on providing upward feedback on ESG initiatives to the ESG Management Committee. In
FY2025, the role of the ESG Champions will be reviewed to ensure they continue to contribute effectively to C&C’s sustainability agenda.
The Remuneration Report on pages 136-163 contains details on the ESG related metrics considered by the ESG Board Committee. In
relation to climate change, these remain unchanged from FY2023 and include the following metrics:
Metric Target Relevant to
Carbon reduction for the Group The Group has set a target to reduce its
Scope 1 emissions and Scope 2 emissions
1
over the three financial years ending with
FY2024 as follows:
• Threshold - 6% reduction
• Maximum - 12% reduction
Executive Directors
1. Scope 1: direct emissions from owned or controlled sources, which includes emissions from Group-owned or operated facilities and vehicles.
Scope 2: indirect emissions from the generation of purchased energy e.g., electricity, steam, heat, and cooling.
Strategy
The Group has pledged to be a carbon-
neutral business by 2050. We have
grounded our emissions reduction targets
in climate science through the Science
Based Targets initiative (‘SBTi’), which were
validated during FY2023.
Our Approach to Identifying
Climate-related Risks and
Opportunities
In FY2023, we collaborated with external
consultants to support us in carrying out
a quantitative scenario analysis on the
climate-related risks and opportunities
(CROs) previously identified, to further
understand and to quantify the impact that
climate-related risks and opportunities
could have on the Group. This quantitative
scenario analysis exercise was finalised in
Q1 of FY2024. The ESG Board Committee
reviewed the CROs, during FY2024, and
determined that they are still relevant to the
business, and that no further changes were
required for FY2024.
These CROs were identified in FY2022
through workshop sessions involving
external consultants and a range of key
stakeholders within C&C and applied to
the existing Risk Management framework
(as described on page 35 of the annual
report) to assess the impact and the
likelihood associated with each CRO. The
time horizons were reviewed to take into
account the fact that climate change will
manifest itself over a longer period of time.
The time frames, which focus on when the
identified CRO is likely to begin having a
significant impact on the business’ goals
and objectives, were approved for use by
the ESG Board Committee:
Task Force for Climate Related Financial Disclosures
(continued)
Time Frame Description
Short-term Present day to
2026
Medium-term 2026 to 2031
Long-term 2031 to 2050
During FY2024 we began to integrate
the results of our quantitative scenario
analysis into strategy and financial planning.
For example, forecasted carbon taxes
were utilised in the financial analysis of
a proposed sustainability project that is
part of our Transition Plan. Also, as part
of wider strategic goals to decarbonise
the Group’s operations, in February 2024,
C&C launched operations from our new
and improved distribution depot in London,
Orbital West which utilises twenty-six
vehicles which have HVO as a primary fuel,
solar panels and electric vehicle charging
points.
44
C&C Group plc
Annual Report 2024
TCFD CRO Category Time Horizon
Value Chain Impact and
divisional impact
Description of impact prior to
any mitigating activities being
considered
Management of risks and
opportunities
Link to relevant Metric(s) and
Targets
1. Climate Change Levy / Carbon Tax
Transition risk
- policy & legal
Transition risk
- technology
Short
term
Upstream,
Production &
distribution
Branded
Wholesale
The Group’s primary
production sites are in
geographical locations
either with a Carbon Tax
(Ireland) or Carbon Levy
(UK). These costs are due
to increase substantially
between now and 2030.
Moreover, the increased
pricing of GHG emissions
means that The Group’s
operational costs will
increase (e.g. heating).
The Group will reduce our
carbon emissions in line
with our SBTi target.
The Group continues to
explore avenues to invest
in low carbon intensity
supply chains and in
cleaner technologies, for
example, electric vehicles
were introduced into
the Group’s fleet during
FY2024.
Scope 1, Scope
2 and Scope 3
emission and
emission reduction
targets.
2. Effects on ingredient production due to climate change
Physical risk –
chronic
Long-
term
Raw materials
Branded
Wholesale
Changes in precipitation
patterns and extreme
variability in weather
patterns will adversely
affect barley, maize,
wheat, malt, apple and
apple juice, and wine
production therefore
affecting The Group’s
supply chain and
production capabilities.
The Group has assessed
the climate related risk
to each ingredient on
an individual basis. The
results will be incorporated
into our supply chain
strategy.
CDP Supplier
Screening
programme /
Science Based
Target Scope 3
Engagement Target.
Heatmap
123
4
5
6
7
Minor Moderate Significant Major Intolerable*
Remote Unlikely Possible Likely Highly Likely*
Transition risk
1. Climate Change Levy / Carbon Tax
Physical Risk
2. Effects on ingredient production
due to climate change
3. Water scarcity reduces availability
of water for production
6. Floods disrupt production and distribution
at Clonmel facility
7. Disruption to supply chain & distribution
network due to extreme weather
Opportunity
4. Invest in low carbon intensity supply
chains and distribution networks
5. Sustainable trends in consumer demand
*As defined in our Group Risk Register.
Our Identified CROs
Please find below the CROs that are
most relevant for the Group, which were
determined based on the methodology
described above.
Governance Report
Strategic Report Financial Statements Additional Information
45
TCFD CRO Category Time Horizon
Value Chain Impact and
divisional impact
Description of impact prior to
any mitigating activities being
considered
Management of risks and
opportunities
Link to relevant Metric(s) and
Targets
3. Water scarcity reduces availability of water for production
Physical risk –
chronic
Long-
term
Raw materials &
Production
Branded
Wholesale
Potential for long-term
changes in ground water
levels due to reduced
precipitation may affect
the availability of water for
production (The Group
uses water as both a
product ingredient and as
a plant cleaning medium)
and enhance regulatory
controls over seasonal
water extraction activities,
disrupting The Group’s
production.
Each of The Group’s
sites has an active water
management programme.
This includes an ongoing
assessment of the water
scarcity risk to each
production site.
In relation to raw materials,
during FY2024 the Group
extended its assessment
to collect more detailed
responses to water-related
queries from suppliers.
The Group will engage
with our suppliers on
their water management
policies and establish if
they have conducted a
risk assessment which
covers climate related
water stress.
Monitoring of water
usage in C&C’s
facilities.
At the Clonmel
facility, well levels
are monitored on
a continuous basis
– using the SCADA
(Industrial automation
system). The
production volume
and associated water
usage has decreased
by 20% over the past
five years, thereby
contributing to the
mitigation of this risk.
Targets to manage
this risk are currently
being developed by
the Group.
6. Floods disrupt production and distribution at Clonmel facility
Long-term
Physical risk –
acute
Long-
term
Production &
Distribution
Branded
Increased heavy
precipitation leading
to floods in Clonmel
facility. The occurrence
of flooding could also
cause damage to property
and halt production in
these facilities, impacting
outputs and revenue.
As a significant employer
in Tipperary in Ireland,
the Group will work with
the local authorities to
foresee and mitigate any
associated risk.
A flood risk assessment
will be conducted on the
Clonmel site in Tipperary
based on an RCP 8.5
scenario followed by the
development of flood
management plan to
minimise any potential
business disruption.
Metrics and targets
to manage this risk
are currently being
developed by the
Group.
7. Disruption to supply chain & distribution network due to extreme weather
Physical risk –
acute
Long-
term
Upstream,
Distribution
Branded
Wholesale
Distribution channels are
exposed to more extreme
weather events leading to
financial losses through
lost revenue due to our
suppliers being unable
to deliver goods to us or
The Group being unable
to deliver goods to our
customers.
The Group will work
with our partners in our
recently launched Supply
Chain engagement
programme to review
risks and mitigations on a
longer-term time horizon.
The Group will mitigate
the operational impact
of extreme weather
events through business
continuity plans, which will
be tested regularly against
the latest IPCC scenarios.
The Group will mitigate the
financial impact of such
events through business
interruption insurance
cover.
Metrics and targets
to manage this risk
are currently being
developed by the
Group.
Task Force for Climate Related Financial Disclosures
(continued)
46
C&C Group plc
Annual Report 2024
TCFD CRO Category Time Horizon
Value Chain Impact and
divisional impact
Description of impact prior to
any mitigating activities being
considered
Management of risks and
opportunities
Link to relevant Metric(s) and
Targets
4. Invest in low carbon intensity supply chains and distribution networks
Transition
Opportunity
(Resource
Efficiency)
Long-
term
Distribution
Branded
Wholesale
Opportunity to mitigate
the increase in production,
transportation, and
distribution cost due to the
increase in energy prices
by transitioning to lower
carbon options. This could
allow The Group to lower
costs with respect to our
competitors.
The Group actively
assesses low carbon
distribution options as
the leading final mile
delivery partner to the
on trade in the UK and
Ireland. Electric vehicles
were introduced into
the Group’s fleet during
FY2024.
The Group will work
with our partners in our
recently launched Supply
Chain engagement
programme to help
them lower their
carbon emissions from
distribution. During
FY2024 the Group
directly engaged to check
on the status of target
setting activities of select
suppliers as part of the
ongoing CDP Supplier
Engagement Programme,
48% of target suppliers
have SBTi in place (V
Target of 45%).
Metrics and targets
to manage this
opportunity are
currently being
developed by the
Group.
5. Sustainable trends in consumer demand
Transition
Opportunity
(Resilience and
Market)
Short
term
Sales & consumers
Branded
Strong corporate climate
change management
enhances credibility and
strengthens relationships
with stakeholders leading
to potential new revenue
opportunities. Additionally,
given that The Group’s
production, distribution,
and crop sites are
relatively close to each
other, this could have a
positive impact on carbon
labelling and reputation as
consumers increasingly
look for locally sourced,
low carbon products.
The Group will continue to
utilise in-house consumer
insight and external
sources to develop /
execute meaningful brand
sustainability campaigns
(Life is Bigger than Beer
– Tennents and Save the
Bees – Bulmers).
Metrics and targets
to manage this
opportunity are
currently being
developed by the
Group.
While the above represents the risks and opportunities that we have identified as being the most relevant to C&C currently, we continue to
monitor the risks and consider emerging CROs as new climate data and policies emerge. We expect this list to evolve over time. We also
continue to actively monitor and respond to the changing landscape of sustainability reporting requirements to ensure that we are meeting
the reporting expectations of our key stakeholders including regulators, investors, and customers. The Corporate Sustainability Reporting
Directive (CSRD) requires the Group to report on material sustainability impacts, risks, and opportunities, with an expected period start date
for C&C of 1 March 2025. We began our reporting preparation for this regulation in FY2024.
Governance Report
Strategic Report Financial Statements Additional Information
47
Transition Plan
The Group’s emission reduction targets
were validated by the Science Based
Targets initiative (SBTi) in FY2023, in line
with a well below 2°C trajectory. C&C is
committed to reducing absolute Scope 1
and Scope 2 GHG emissions by 35% by
2030 (vs FY2020 baseline). In addition, to
achieve the target of reducing Scope 3
emissions by 25% (vs FY2020 baseline) by
2030, the Group has also committed that
suppliers and customers making up 67%
of Scope 3 emissions (Purchased Goods,
Downstream Transport and Use of Sold
Goods) will have science-based targets in
place by 2026. During FY2024, the Group
directly engaged to check on the status of
target setting activities of select suppliers,
as part of the ongoing CDP Supplier
Engagement Programme, finding that 48%
of target suppliers have SBTi in place (V
Target of 45%).
The Group set out a transition plan in
FY2024 to deliver on these targets, that also
considered the Net Zero commitments set
by the jurisdictions in which we operate,
as well as our own pledge to be carbon-
neutral business by 2050. The Executive
Committee approved the transition plan
annually as part of 3-year planning cycle,
and the progress towards it is now a
standing agenda item for the ESG Board
Committee. The initiatives and projects to
decarbonise are also reviewed annually, and
£2 million in capital expenditure is ring-
fenced to implement these decarbonisation
projects each year.
As part of setting the transition plan, we
referred to: industry specific guidance from
the European Greens Brewers Association,
the Zero Carbon Roadmap for Brewing
developed by the BBPA (British Beer & Pub
Association) and engaged with wholesalers'
associations and providers of modern
technologies for the industry. We identified
and analysed the viability of various
projects to help us to achieve the 3% to
4% reduction in Carbon Emissions (Co2e)
required each year to meet our validated
SBTi target for 2030.
At FY2024, C&C has achieved a 24%
reduction in Scope 1 and 2 (Location
Based) emissions (v’s a FY2020 baseline)
During FY2024 the following
decarbonisation projects were
implemented, resulting in a reduction in
Scope 1 and 2 (Location Based) CO2e of
3,017 tonnes:
• Anaerobic Digestion Heat Recovery -
Wellpark
• Boiler Energy Recovery - Wellpark
• HVO (Hydrotreated Vegetable Oil) Transition
Fuel
• Air compressor Wellpark
• LED Lighting
• Electric vehicles were introduced into the
Group's fleet.
• Heat Pump - Clonmel
• Brewhouse Energy
• Boilerhouse Energy
Other projects that are being implemented to
achieve our Scope 1 & 2 and decarbonisation
2030 target include the following:
• The electrification of heat for manufacturing
process loads (via heat pumps)
• Continued heat recovery/ heat reuse
opportunities
• Phased roll out the HVO fuel in the
“transition period” to depots with bulk tanks.
• Fuel tanks (this optimises the cost vs carbon
reduction)
• Transition to Electric Vehicle fleet
• Movement of FLTs from LPG to Electricity, at
lease renewal stage
• Electrical infrastructure phased into depot
network
While we believe significant work has been
completed in the current period on our
transition plan and the progress against it, we
also recognise that the plan will have to be
further operationalised going forward.
Understanding the impact on our
CROs through Scenario Analysis
The following CROs were selected for
quantitative scenario analysis during FY2023
and evaluated across a range of scenarios to
understand how they may evolve under certain
hypothetical situations:
• Increased costs from a climate change levy
/ carbon tax.
• The reduction of water available for
production due to water stress.
• Disruption of production and distribution at
key facilities due to flood events and extreme
weather.
• Effects of chronic climate change on
ingredient production of five key crops
(apples, barley, sugar, wine grapes, and
hops).
• Increased market opportunity for low carbon
products due to sustainable trends in
consumer demand.
37,508
Scope 1 & 2 Emissions
FY 20 Base Line
FY23 Actual CarbonUsage
AD Heat Recovery
Boiler Energy Recovery
HVO Transition Fuel
Air compressor Wellpark
LED Lighting
Heat Pump Clonmel
Brewhouse Energy
Boilerhouse Energy
Solar Panels
Electrify FLTs
Fleet Electric Vehicles
Heat Pump Wellpark
Electrical supply grid
FY30 Carbon Forecast
FY30 Carbon Target
31,594
-300
-300
-3,036 -118 -40
-300
-100 -50 -250 -100
-1,406
-700
23,544
24,380
-1,350
Task Force for Climate Related Financial Disclosures
(continued)
48
C&C Group plc
Annual Report 2024
These CROs were selected for quantitative scenario analysis based on their assessed potential to have a significant impact. This analysis
has allowed us to understand and improve the resilience of our business model and strategy to climate change.
Several factors were considered during the selection of scenarios for this quantitative analysis (as outlined in the table below). This analysis
made use of publicly available scenarios from the Intergovernmental Panel on Climate Change (IPCC). The range of scenarios was selected
to consider the impacts of the selected CROs across the widest range of outcomes, to best prepare for all eventualities. The scenarios are
broadly aligned with the qualitative analysis conducted in FY2022, however, to adhere with the latest science and IPCC findings, a 1.5°C
scenario was prioritised over the previously selected <2°C scenario.
Climate scenarios selected for analysis
Warming trajectory by 2100 Data source Key assumptions, outputs, and sensitivities
1.5°C (Paris Ambition) IPCC SSP1
1
-1.9
2
• The financial analysis is based on the forecasted financial position up to
FY2027. Climate risks and opportunities were assessed over the short,
medium, and long-time horizons based on this forecasted position.
• Analysis of acute physical risks is limited to 27 of our key distribution and
manufacturing sites. The vulnerability of each of these sites is based on a
typical manufacturing or distribution facility.
• Analysis is based on existing sites, products, and market share.
• The results represent the gross risk position of our business strategy.
2.5°C (Stated Policy) IPCC SSP2-4.5
>4°C (No policy) IPCC SSP5-8.5
1. SSPs - Shared Socio-economic Pathways outline different economic, social, and technological contexts, in the absence of further climate policy, that accompany the RCPs.
2. RCP - The IPCC’s Representative Concentration Pathways outline different greenhouse gas concentration trajectories. RCP 8.5 indicates that GHG concentrations will result in
global temperatures warming by >4°C on average, and therefore is associated with higher physical climate impacts.
The relative impact of each of the CROs,
without any current or future mitigating
action was considered under each of the
scenarios. The results are presented in the
table below.
We believe our business, with its strategic
focus on local brands and distribution
capability, is shown to be resilient to climate
change. Sustainability forms a core part
of our strategy, and we will continue to
focus on reducing our Scope 1, 2 and 3
emissions, thereby reducing our potential
exposure to increasing costs from direct
or indirect carbon taxation and improving
our position to capitalise on the market
opportunity of low carbon products.
Going forward, as recommended by the
TCFD, we will look to reassess our business
strategy and model against these CROs
under different scenarios where there is a
significant change to the business.
Impact scale
Low Risk Medium
Risk
High Risk
High
Opportunity
Medium
Opportunity
Low
Opportunity
Scenario Assumptions
Potential Impact
Summary of resultsShort Medium Long
1. Climate Change Levy / Carbon Tax
1.5°C All countries apply an average
carbon price of $80/tCO
2
. This
carbon price varies by country and
over time.
The application of a carbon tax to our Scope 1, 2
and 3 emissions may have the potential to result in a
significant cost to the business under the 2.5°C and
1.5°C scenarios. As our scope 3 emissions account
for the majority of our exposure, these costs are
anticipated to be realised through indirect costs via
our supply chain. The size of this cost will depend on
the extent to which suppliers reflect their own carbon
tax expenditure within their prices and the extent
to which we ourselves are able to absorb this cost
instead of passing the cost on to our customers.
To mitigate this risk, we are engaging with our
suppliers, encouraging them to publish a CDP
disclosure, and share their full carbon footprint. We
are also looking to reduce emissions from our own
operations.
2.5°C $40/tCO
2
is applied in all advanced
economies. This carbon price varies
by country and over time.
>4°C All carbon pricing is repealed ($2/
tCO
2
)
Governance Report
Strategic Report Financial Statements Additional Information
49
Scenario Assumptions
Potential Impact
Summary of resultsShort Medium Long
2. The reduction of water available for production due to water stress
1.5°C This analysis examined 27 of our
own manufacturing and distribution
sites.
The vulnerability curve assumes
~4 days disruption for offices and
manufacturing sites (for a severe
water stress event) and ~2 days
disruption for warehouse/distribution
sites.
Water stress was examined for each of the 27 priority
sites. Overall, while the probability of this risk is
expected to increase under all scenarios between
2025-2050, even doubling in this period under
the >4°C scenario, it is not estimated to result in a
significant potential impact on revenue.
2.5°C
>4°C
3. Disruption of production and distribution at key facilities due to flooding
1.5°C This analysis examined 27 of our
own manufacturing and distribution
sites. The analysis examines both
riverine and coastal flood events.
Flash floods, however, are not
included within this analysis.
The vulnerability curve assumes ~8
days disruption for manufacturing
sites, ~1 for offices and ~7 for
warehouse/distribution sites (for a
0.5m flood)
Both coastal and riverine flooding were examined
under this analysis. It was found that the risk of both
coastal and riverine flooding was found to increase
over time for all scenarios, although it was not found
to present a significant risk to the overall business
2.5°C
>4°C
4. Disruption of production and distribution at key facilities due to extreme weather events
1.5°C This analysis examined 27 of our
own manufacturing and distribution
sites. The vulnerability curve
assumes ~0.1 days disruption for
offices, ~1.1 days for manufacturing
sites and warehouse/distribution
sites (for a major temperate
windstorm).
Analysis is limited to the impacts of heatwaves
and temperate windstorms at 27 key distribution
and manufacturing sites. Heatwaves are expected
to present a minimal risk, whereas temperate
windstorms have the potential to result in significant
impacts in the form of asset damage and revenue
disruption. However, the baseline risk for windstorms
is currently high. The potential financial impact of
this risk under a >4°C scenario, in terms of revenue
disruption and property damage, is expected to
increase by 6% between 2025 and 2050.
2.5°C
>4°C
5. Effects of chronic climate change on ingredient production
1.5°C The optimal growing conditions
for five key crops were examined
(apples, wine grapes, barley, sugar
beet, and hops) for our sourcing
locations for both our distribution
and own-branded products). It was
assumed that these products were
not substitutable.
Overall, wine grapes and sugar beet were found to be
the most impacted crops with the greatest potential
for significant impacts expected in the longer term
under the 2.5°C and >4°C scenarios. Conversely,
under the same scenarios, some crops, particularly
those sourced locally, are estimated to experience
a net increase in yields. We will continue to monitor
risk at key sourcing locations and use the outputs to
inform procurement decisions.
Where our sourcing locations may experience lower
yields as a result of climate change, we may see
an increase in the cost of products purchased for
distribution in these areas. Going forward we will
monitor these areas and factor this risk into our
buying decisions.
2.5°C
>4°C
Task Force for Climate Related Financial Disclosures
(continued)
50
C&C Group plc
Annual Report 2024
Risk Management
In FY2021, Sustainability & Climate
Change was identified as being a
principal risk for C&C. Therefore, the
identification, prioritisation, assessment,
and management of our ‘Sustainability
and Climate Change’ risk is carried out in a
manner consistent with the Group’s other
principal risks apart from the timeframe
used (please refer to the Strategy section of
the TCFD report on page 44).
C&C adopts a standard risk management
framework which is discussed in detail
on page 32. Given the increasing focus
on climate, in FY2022 we completed a
detailed review on CROs as described in
the strategy section above, which were
validated by the ESG Board Committee in
FY2023 and reviewed in FY2024. We have
integrated the results of this assessment
into our overall risk management system.
For additional information regarding the
climate-related risks identified and our
activities to mitigate these risks, please refer
to the Strategy section of the TCFD report
on pages 44-48. Climate change mitigation
is a current and ongoing responsibility for
the ESG Board Committee as highlighted
as part of the Governance section of this
report on pages 42-44.
Further, as noted in the governance section,
Group policy is to assign an Executive
Committee owner for each principal risk
identified, meaning there is Committee
level oversight and management of the
Sustainability & Climate Change risk.
The owner of the Sustainability & Climate
Change risk reviews all the other principal
risks on the Group’s risk register to
assess them under a sustainability and
climate change lens, thus reflecting the
commitment of the Group in ensuring that
sustainability and climate-related risks be
considered and integrated into the business
in a holistic manner.
To be able to better manage the projected
impacts of climate change, we are
committed to the continuous improvement
of our processes for identifying and
assessing our climate-related risks and have
identified the importance of implementing a
bottom-up risk assessment process, which
is currently being structured.
Any changes to climate-regulation, or
the emergence of new climate-related
regulation is considered as part of our
normal regulation assessment for the
Group.
Metrics & Targets
The Board recognises the importance of
ensuring that we monitor our performance
with respect to the CROs identified with
tailored KPIs.
To oversee our progress against our
Group’s climate-related goals and targets
we have set a number of climate-related
KPIs in line with our sustainability strategy.
These KPIs have been selected to monitor
our progress against our targets and to help
us manage the identified CROs. The metrics
adopted are monitored using a financial
control boundary, and were developed in
alignment with international environmental
frameworks, namely CDP and SBTI, as
well as with guidance provided by GHG
Protocol.
However, we acknowledge that more
work needs to be done and the Group is
currently working on developing additional
metrics that are more tailored to the
identified CROs, following the output and
the learnings from the quantitative scenario
analysis which began in Q4 of FY2023 and
completed in Q1 of FY2024.
Carbon reduction progress made during
FY2024 means we are on track in relation
to the Group’s Carbon reduction targets
validated by SBTi in FY2023. Further, the
Group received limited assurance from EY
during FY2024 over the following metrics:
our scope 1 and 2 emissions and our
water ratio. For further information on how
our metrics currently map to the identified
CROs, please refer to the Strategy section
of the TCFD report on pages 44-48. For
more information on our performance and
our historical progress around wider ESG
matters please refer to the Sustainability
Report on pages 59-89.
Scenario Assumptions
Potential Impact
Summary of resultsShort Medium Long
6. Increased market opportunity for low carbon products due to sustainable trends in consumer demand.
1.5°C Rapidly growing demand for
sustainable products in all markets
The market opportunity for low carbon products may
be significant under – 2.5°C - 1.5°C scenario.
There is potential for a significant increase in revenue
as consumer preferences shift towards low carbon
alternatives.
Further prioritising the production and distribution of
low carbon products could also limit our exposure to
carbon taxes and their associated costs.
2.5°C Limited consumer demand for
sustainable products within both
leading and emerging markets
>4°C Little consumer demand for
sustainable products
Governance Report
Strategic Report Financial Statements Additional Information
51
TCFD Index and Focus areas for FY2025
Disclosure Requirement
TCFD
disclosure met
Page
Reference Actions Undertaken Next Steps
Governance
(a) Describe the board’s oversight of
climate-related risks and opportunities.
Yes 42-44 • Additional reporting lines to
the ESG Board Committee
established, specifically the
ESG Management-level
Committee.
• The Board, Management
and Functional level teams
undertook further training on
ESG and climate change.
• Board, Management and
Functional-level ESG training.
(b) Describe management’s role in
assessing and managing climate-related
risks and opportunities.
Yes 42-44
Strategy
(a) Describe the climate-related risks and
opportunities the organisation has identified
over the short, medium, and long-term.
Yes 44-48 • Began to integrate the
results from the detailed
quantitative climate
change risk assessment
and scenario analysis
into strategy and financial
planning.
• Continue to monitor the risks
that we have identified and
consider emerging CROs
as new climate data and
policies emerge.
• Continue to actively monitor
the changing landscape
of sustainability reporting
requirements, especially in
relation to the Corporate
Sustainability Reporting
Directive (CSRD).
• Continue to work towards
our validated SBTi targets.
(b) Describe the impact of climate-
related risks and opportunities on the
organisation’s businesses, strategy, and
financial planning.
Partial 44-48
(c) Describe the resilience of the
organisation’s strategy, taking into
consideration different climate-related
scenarios, including a 2°C or lower
scenario.
Yes 44-48
Risk Management
(a) Describe the organisation’s processes
for identifying and assessing climate-related
risks.
Yes 51 • Started to develop a
bottom-up risk assessment
process.
• Develop bottom-up risk
assessment process relevant
to CROs.
• Management and Functional
level teams to undertake
training that will include
climate risk topics.
(b) Describe the organisation’s processes
for managing climate-related risks.
Yes 51
(c) Describe how processes for identifying,
assessing, and managing climate-related
risks are integrated into the organisation’s
overall risk management.
Yes 51
Metrics & Targets
(a) Disclose the metrics used by the
organisation to assess climate-related risks
and opportunities in line with its strategy
and risk management process.
Partially 51 • Carbon reduction progress
made in line with the
Group’s Carbon reduction
targets validated by SBTi in
FY2023.
• Further assessed our
current metrics in relation to
the identified CROs.
• Evaluate and develop, where
applicable, additional metrics
and targets to support us
in managing the identified
climate-related risks and
opportunities.
• Achieve our SBTi objectives
• In FY2025, extend assurance
over emission metrics to
include scope 3 Supplier
Engagement target.
(b) Disclose Scope 1, Scope 2, and, if
appropriate, Scope 3 greenhouse gas
(GHG) emissions, and the related risks.
Yes 51
(c) Describe the targets used by the
organisation to manage climate related
risks and opportunities and performance
against targets.
Partially 51
Task Force for Climate Related Financial Disclosures
(continued)
52
C&C Group plc
Annual Report 2024
prior year (restated)
(vii)
, This reflects a number of factors, including
the ERP System implementation issues noted above and a high-
inflation environment for the majority of the financial year with the
related impact on consumers’ discretionary spending. In response
to this challenging and evolving inflationary backdrop and uncertain
macro environment, the Group has implemented a series of price
increases and cost-efficiency measures and remains committed to
its transformation programme to maintain profitability in the short
and medium term.
Managing liquidity
(ii)
and net debt
(iii)
have been focus areas for the
Group throughout FY2024, including mitigating the working capital
impact of the ERP System implementation, and the Group maintains
a robust liquidity position with available liquidity
(ii)
of €390.1m at
29 February 2024 and at year end achieved net debt
(iii)
/adjusted
EBITDA
(v)
of 1.8x. The Group’s target net debt
(iii)
/adjusted EBITDA
(v)
level is between 1.5x and 2.0x.
Accounting Policies
As required by European Union (‘EU’) law, the Group’s financial
statements have been prepared in accordance with International
Financial Reporting Standards (‘IFRS’) as adopted by the EU, and
as applied in accordance with the Companies Act 2014, applicable
Irish law and the Listing Rules of the UK Listing Authority. Details of
the basis of preparation and the accounting policies are outlined on
pages 189 to 204.
Finance Costs, Income Tax and Shareholder Returns
Net finance costs before exceptional items of €21.2m were incurred
in the financial year (FY2023 (restated): €16.7m
vii)
). The Group has
incurred exceptional finance expense of €2.9m (FY2023: €2.6m)
as a consequence of increased utilisation of the Group’s debtor’s
securitisation facility as a consequence of the ERP System
implementation which has a significant impact on working capital
and also from double-running of leased depots in London in
respect of the transition from Park Royal to Orbital West for the
MCB business. Of the €21.2m net finance cost, €5.0m relates to the
Group’s debtor securitisation facility, €3.7m relates to USPP notes,
€5.6m relates to the Group’s main bank lending facilities, €4.8m
relates to lease interest, €1.0m relates to amortisation of prepaid
issue costs, €0.2m of income relates to interest received and €1.3m
relates to other interest costs.
Results For the Year
Whilst the Group’s performance in FY2024 has been
significantly impacted by one-off charges arising from the ERP
System implementation in the Matthew Clark and Bibendum
(‘MCB’) business, as well as by other macro-economic
operating environment challenges, the Group’s brands
performance has been resilient and cash generation has been
strong, and significant work has been undertaken to restore
MCB’s service levels.
C&C is reporting net revenue of €1,652.5m, operating profit
(i)
of
€60.0m, liquidity
(ii)
of €390.1m and net debt
(iii)
of €168.0m. Net
debt excluding IFRS 16 Leases was €57.9m. Adjusted diluted
EPS for FY2024 is 8.1 cent. The Group’s operating profit
(i)
of
€60.0m is down from an operating profit
(i)
of €82.6m in the
Andrew Andrea
Chief Financial Officer
Chief Financial Officer’s Review
Governance Report
Strategic Report Financial Statements Additional Information
53
In FY2024, the UK trading group continued
its significant contribution to overall Group
profits and this impacted the Group’s
effective adjusted tax rate
(i)
for FY2024 of
17.8%, as UK-generated profits are taxed a
rate of 25% as compared to that of 15.0%
in Ireland. The base rate of corporate tax in
Ireland is 12.5% however from 01 January
2024, groups with a turnover in excess of
€750m in two of the previous four financial
years are subject to the global minimum tax
rate of 15%. Given that the Group will be in
scope of these rules, this could potentially
put further pressure on its effective tax
rate in future periods (although, based
on current projections, we do not expect
these rules to have a material impact on
the Group’s total tax charge in the short
term). The Group continues to manage its
effective tax rate in line with its published
tax strategy.
Subject to Shareholder approval, the
Directors have proposed a final dividend
of 3.97 cent per share to be paid on 23
August 2024 to ordinary Shareholders
registered at the close of business on 19
July 2024. An interim dividend of 1.89 cent
per share was paid with respect to FY2024;
therefore, the Group’s full year dividend
will amount to 5.86 cent per share. The
proposed full year dividend per share will
represent a pay-out of 72.3% of the full
year reported adjusted diluted earnings per
share. Using the number of shares in issue
at 29 February 2024 and excluding those
shares for which it is assumed that the
right to dividend will be waived, this would
equate to a distribution of €15.6m. There is
no scrip dividend alternative proposed. Total
dividends for the prior financial year were
€14.9m.
The Group commenced a share buyback
programme on 1 March 2024 to repurchase
ordinary shares of the Group up to a
maximum aggregate consideration of €15
million. The programme is progressing as
planned and will be completed by 30 June
2024. As of 21 June 2024, the Group has
repurchased 7,653,323 shares at a cost of
€14.6m.
The Programme forms part of the Group's
plan to return up to €150 million to
Shareholders over the next three fiscal years
as announced in October 2023 through
a combination of dividends and share
buybacks and follows the reinstatement
of dividend payments last year. The
Programme is underpinned by the Board's
confidence in the medium-term outlook for
the business and its strong cash generation
capabilities. The Board also believes that the
Programme represents the most effective
use of capital in the current environment.
Exceptional Items
A total exceptional charge, before tax
of €150.4m, was incurred in the current
financial year and in the opinion of the
Board the presentation of these items as
exceptional provides a more useful analysis
of the underlying performance of the Group.
Full details of Exceptional Items are set
out in detail in note 5 to the consolidated
financial statements, but the majority of
this net charge is from a decision to impair
the goodwill on the Magners brand in the
C&C Brands Cash Generating Unit by
€125.0m, restructuring costs of €7.6m and
costs of €10.4m associated with the ERP
implementation.
Balance Sheet Strength and Debt
Management
Balance sheet strength provides the Group
with the financial flexibility to pursue its
strategic objectives. It is the Group’s policy
to ensure that a medium/long-term debt
funding structure is in place to provide the
Group with the financial capacity to promote
the future development of the business and
to achieve its strategic objectives.
The Group manages its borrowing
requirements by entering into committed
loan facility agreements and also holds
USPP notes which diversifies the Group’s
sources of debt finance.
In December 2023, the Group exercised the
option to extend the maturity of the multi-
currency facility that started in May 2023,
and maturity is now extended to January
2029.
The Group maintains a £150.0m receivables
securitisation facility (£120.0m committed,
£30.0m uncommitted), renewable annually
in May. As at 29 February 2024, €105.9m of
this facility was drawn (FY2023: €94.1m).
Cash Generation
Summary cash flow for the year ended
29 February 2024 is set out in the table
below. Overall liquidity remains robust.
The increase in the Group’s receivables
purchase programme was driven by the
ERP System implementation effects and
the related impact on working capital. The
contribution to year end Group cash from
the receivables purchase programme was
€105.9m compared to €94.1m (€95.2m on
a constant currency basis
(iv)
) at 28 February
2023 - a cash inflow of €10.7m
(iv)
.
Capital expenditure in FY2024 amounted to
€20.0m, with €3.2m relating to investment
in technology as the Group continues the
digital transformation and optimisation of
the business and €2.3m directly related to
ESG initiatives and investments, including
returnable bottles as part of the Irish
Deposit Return Scheme initiative and the
heat pump project at Clonmel.
Chief Financial Officer’s Review
(continued)
54
C&C Group plc
Annual Report 2024
Table 1 – Reconciliation of Operating profit to Adjusted EBITDA
(v)
2024 2023
(restated)
(vii)
€m €m
Operating profit (84.4) 70.2
Exceptional items 144.4 12.4
Operating profit before exceptional items 60.0 82.6
Amortisation and depreciation charge 33.7 33.4
Adjusted EBITDA
(v)
93.7 116.0
Table 2 – Cash flow summary
2024
2023
(restated)
(vii)
€m €m
Adjusted EBITDA
(v)
93.7 116.0
Working capital 30.4 5.0
Advances to customers 3.5 (3.6)
Net finance costs excluding exceptional finance costs (17. 6) (16.8)
Tax paid (4.1) (12.0)
Pension contributions paid (0.4) (0.5)
Tangible/intangible expenditure (20.0) (15.2)
Net proceeds on disposal of property plant & equipment 0.1 -
Exceptional items paid (21.8) (4.5)
Other* - 2.4
Free cash flow
(vi)
63.8 70.8
Free cash flow
(vi)
63.8 70.8
Net exceptional cash outflow 21.8 4.5
Free cash flow
(vi)
excluding net exceptional cash outflow 85.6 75.3
Reconciliation to Group Cash Flow Statement
Free cash flow
(vi)
63.8 70.8
Dividends paid (22.3) -
Drawdown of debt 130.0 48.5
Payment of debt issue costs (3.4) -
Repayment of debt (105.0) (108.5)
Payment of lease liabilities (20.2) (22.5)
Payment of Rights Issue costs - (0.7)
Disposal of asset held for sale - 63.6
Disposal of subsidiary/equity investment - 0.7
Net increase in cash 42.9 51.9
* Other relates to the add back of share options, pension contributions and adjustments from charge to payment.
Governance Report
Strategic Report Financial Statements Additional Information
55
Prior Year Restatements
During the year accounting discrepancies
were discovered and notified to the Audit
Committee. Detailed internal and external
reviews of inventory and balance sheet
reconciliations were undertaken and an
independent accounting firm was appointed
to investigate the relevant issues and to
determine contributing factors, any potential
financial impact and the time period over
which the issues extended. Following the
findings in the Investigative Accountants’
Report, management’s further reviews,
and EY’s audit procedures, the Group have
recorded adjustments in the current year
financial statements in respect of the current
year, and restatements to prior period
financial statements for the year ended 28
February 2023 and opening balances at 1
March 2022. The accounting adjustments in
aggregate represent an underlying operating
profit adjustments charge of €6.1m. By
year, the restatements comprised a €1.5m
adjustment charge in FY2023, a €3.1m
adjustment credit in FY2022 and a €7.7m
adjustment charge in FY2021. In addition,
the Group has recorded an exceptional
charge in FY2023 of €12.2m in respect of
onerous apple contracts. The total value
of the pre-tax adjustments, including the
exceptional items charge is €18.3m and the
impact on the Group’s retained earnings
position at FY2023 is €15.6m. There will
also be an impact on the unaudited FY2024
Interim Results, details of which will be set
out in the FY2025 Interim Results to be
released in October.
The adjustments to underlying operating
profit related principally to five items,
inventory related matters (€11.1m charge),
incorrect accounting treatment of inventory
of branded glassware (€1.1m charge), goods
received not invoiced ("GRNI") (€2.9m
credit), the timing of release of customer
discount liabilities (€3.7m credit), together
with additional items (€0.5m charge), over
the three-year period in question.
The adjustments were made following
detailed internal and external reviews of
inventory and balance sheet reconciliations
after discrepancies were notified to the
Audit Committee earlier this year. An
independent accounting firm was appointed
to investigate the relevant issues and to
determine any potential financial impact
and the time period over which the issues
extended. The issues that were identified
were then considered in detail by both the
Group's Audit Committee (the 'Committee')
and the Board, as part of the finalisation
of the Group's FY2024 Annual Report and
Accounts.
The Board and Audit Committee have
considered the background to these items
in detail, including representations and
accuracy of information provided to the
external auditors and to the Committee
and the Board at the time the items arose
and in subsequent financial years. In
addition to accounting mistakes and errors
of judgement underlying these issues,
it is clear from the reviews undertaken
that there were failures in the Group's
reporting framework and that in parts
of the organisation behaviours fell short
of the levels of transparency demanded
and required such that opportunities
were missed to identify and appropriately
address the relevant issues. Further details
relating to the underlying issues and the
consequent actions and improvements to
the controls and governance frameworks
that have been and are being taken to
ensure that there is no repetition of these
issues are set out in the Audit Committee
report.
Retirement Benefits
In compliance with IFRS, the net assets
and actuarial liabilities of the various
defined benefit pension schemes operated
by the Group companies, computed in
accordance with IAS 19 Employee Benefits,
are included on the face of the Consolidated
Balance Sheet as retirement benefits.
Independent actuarial valuations of the
defined benefit pension schemes are
carried out on a triennial basis using the
attained age method. An actuarial valuation
process is currently ongoing. The most
recently completed actuarial valuations of
the ROI defined benefit pension schemes
were carried out with an effective date of
1 January 2021 while the date of the most
recent actuarial valuation of the NI defined
benefit pension scheme was 31 December
2020. As a result of these valuations the
Group has committed to contributions
of 27.5% of pensionable salaries for the
Group’s staff defined benefit scheme. There
is no funding requirement with respect
to the Group’s executive defined benefit
pension scheme or the Group’s NI defined
benefit pension scheme, both of which are
in surplus. The Group has an unconditional
right to these surpluses when the scheme
concludes. The Trustees of the C&C Group
Executive Pension and Life Assurance
Scheme entered into an annuity buy in
contract with effect from 27 February 2024
in respect of current pensioners in payment.
While the obligation to provide pensions
to these members remains a liability of the
Scheme, the insurance contract provides
a matching cash flow and longevity hedge.
The Group was supportive of the Trustees
actions as it further reduces risk within that
Scheme.
Chief Financial Officer’s Review
(continued)
56
C&C Group plc
Annual Report 2024
There are two active members in the NI
scheme and 49 active members (less than
10% of total membership) in the ROI staff
defined benefit pension scheme and no
active members in the executive defined
benefit pension scheme.
At 29 February 2024, the retirement
benefits computed in accordance with IAS
19 Employee Benefits amounted to a net
surplus of €34.3m gross of deferred tax
(€25.4m surplus with respect to the Group’s
staff defined benefit pension scheme,
€5.8m surplus with respect to the Group’s
executive defined benefit pension scheme
and a €3.1m surplus with respect to the
Group’s NI defined benefit pension scheme)
and a net surplus of €29.7m net of deferred
tax.
The key factors influencing the change in
valuation of the Group’s defined benefit
pension scheme obligations gross of
deferred tax are as outlined below:
€m
Net surplus at 1 March 2023 42.2
Translation adjustment 0.2
Employer contributions paid 0.4
Charge to Other
Comprehensive Income (9.9)
Credit to Income Statement 1.4
Net surplus at 29 February
2024 34.3
The decrease in the surplus from €42.2m
at 28 February 2023 to a surplus of €34.3m
at 29 February 2024 is primarily due to an
actuarial loss of €9.9m over the year. The
decrease in the net surplus of the Group’s
defined benefit pension schemes from the
28 February 2023 to 29 February 2024,
as computed in accordance with IAS 19
Employee Benefits, is primarily due to
an increase in liabilities as a result of the
decrease in corporate bond yields over the
year somewhat offset by reduced benefit
inflation expectation.
Financial Risk Management
The main financial market risks facing the
Group continue to include commodity price
fluctuations, foreign currency exchange
rate risk, interest rate risk, counterparty
creditworthiness and liquidity risk.
The Board of Directors set the treasury
policies and objectives of the Group, the
implementation of which are monitored by
the Audit Committee. Details of both the
policies and control procedures adopted to
manage these financial risks are set out in
detail in note 24 to the consolidated financial
statements.
Currency Risk Management
The reporting currency and the currency
used for all planning and budgetary
purposes is Euro. However, as the
Group transacts in foreign currencies
and consolidates the results of non-Euro
reporting foreign operations, it is exposed
to both transaction and translation currency
risk.
Currency transaction exposures primarily
arise on the Sterling, US, Canadian and
Australian Dollar denominated sales of
the Group’s Euro subsidiaries and Euro
purchases in the Group’s Great Britain
(GB) business. The Group seeks to
minimise this exposure, when possible,
by offsetting the foreign currency input
costs against the same foreign currency
receipts, creating a natural hedge. When
the remaining net currency exposure is
material, the Group enters into foreign
currency forward contracts to mitigate
and protect against adverse movements
in currency risk and remove uncertainty
over the foreign currency equivalent cash
flows. Forward foreign currency contracts
are used to manage this risk in a non-
speculative manner when the Group’s net
exposure exceeds certain limits as set
out in the Group’s treasury policy. In the
current financial year, the Group had €11.5m
forward foreign currency cash flow hedges
outstanding.
The average rate for the translation of
results from Sterling currency operations
was €1:£0.8653 (year ended 28 February
2023: €1:£0.8604) and from US Dollar
operations was €1:$1.0831 (year ended 28
February 2023: €1:$1.0438).
Comparisons for revenue, net revenue and
operating profit before exceptional items
for each of the Group’s reporting segments
are shown at constant exchange rates for
transactions by subsidiary undertakings
in currencies other than their functional
currency and for translation in relation
to the Group’s Sterling and US Dollar
denominated subsidiaries by restating the
prior year at current year average rates.
Governance Report
Strategic Report Financial Statements Additional Information
57
Applying the realised FY2024 foreign currency rates to the reported FY2023 revenue, net
revenue and operating profit
(i)
are shown in the table below:
Table 3 – Constant currency comparatives
Year ended
28 February 2023
(restated)
(vii)
FX transaction FX translation
Year ended
28 February 2023
€m €m €m €m
Revenue
Ireland 389.6 - (0.4) 389.2
Branded 154.9 - (0.2) 154.7
Distribution 231.2 - (0.2) 231.0
Co-pack/Other 3.5 - - 3.5
Great Britain 1,674.2 - (9.4) 1,664.8
Branded 310.9 - (1.6) 309.3
Distribution 1,332.2 - ( 7.6 ) 1,324.6
Co-pack/Other 31.1 - (0.2) 30.9
Total 2,063.8 - (9.8) 2,054.0
Net revenue
Ireland 272.0 - (0.3) 271.7
Branded 107.6 - (0.2) 107.4
Distribution 162.4 - (0.2) 162.2
Co-pack/Other 2.0 - 0.1 2.1
Great Britain 1,414.2 - ( 7.8 ) 1,406.4
Branded 193.8 - (0.9) 192.9
Distribution 1,193.3 - (6.8) 1,186.5
Co-pack/Other 27.1 - (0.1) 27. 0
Total 1,686.2 - (8.1) 1,678.1
Operating profit
(i)
Ireland 24.9 - - 23.9
Branded 18.2 (1.0) - 17. 2
Distribution 6.7 - - 6.7
Great Britain 57.7 - (0.3) 57. 9
Branded 22.7 - (0.2) 22.5
Distribution 35.0 0.5 (0.1) 35.4
Total 82.6 (0.5) (0.3) 81.8
Notes to the Group Chief Financial Officer’s Review
(i) Before exceptional items.
(ii) Liquidity is defined as cash plus undrawn amounts under the Group’s revolving credit facility.
(iii) Net debt comprises borrowings (net of issue costs) less cash plus lease liabilities capitalised under IFRS 16
Leases.
(iv) FY2023 comparative adjusted for constant currency (FY2023 translated at FY2024 F/X rates).
(v) Adjusted EBITDA is earnings before exceptional items, finance income, finance expense, tax, depreciation,
amortisation charges and equity accounted investments’ profit/(loss) after tax. A reconciliation of the Group’s
operating profit to EBITDA is set out on page 55.
(vi) Free Cash Flow (‘FCF’) that comprises cash flow from operating activities net of capital investment cash outflows
which form part of investing activities. FCF highlights the underlying cash generating performance of the ongoing
business. FCF benefits from the Group’s purchase receivables programme which contributed €105.9m (FY2023:
€94.1m reported/€95.2m on a constant currency basis) of cash as at 29 February 2024. A reconciliation of FCF to
net movement in cash per the Group’s Cash Flow Statement is set out above.
(vii) C&C restated prior year information in the year ended 29 February 2024. Full details of this are included in note 31
to the consolidated financial statements.
Chief Financial Officer’s Review
(continued)
Commodity Price and Other Risk
Management
The Group is exposed to commodity
price fluctuations, and manages this risk,
where economically viable, by entering
into fixed price supply contracts with
suppliers. The Group does not directly
enter into commodity hedge contracts.
The cost of production is also sensitive to
variability in the price of energy, primarily
gas and electricity. The Group’s policy is
to fix the cost of a certain level of energy
requirement through fixed price contractual
arrangements directly with the Group’s
energy suppliers.
The Group seeks to mitigate risks in relation
to the continuity of supply of key raw
materials and ingredients by developing
trade relationships with key suppliers and
an agreement with farmers in Scotland for
the supply of malted barley.
In addition, the Group enters into insurance
arrangements to cover certain insurable
risks where external insurance is considered
by management to be an economic means
of mitigating these risks.
Andrew Andrea
Chief Financial Officer
58
C&C Group plc
Annual Report 2024
Sustainability Report
Our Environmental, Social and
Governance (ESG) strategy is integral
to C&C Group’s purpose and our three
core values: ‘Respect people and the
planet;’ ‘We bring joy to life;’ and ‘Quality
is at our core.’
FY2024 ESG KPIs / Highlights
-24% (vs target -12%)
Scope 1&2 Emissions Reduction (Location Based) V’s FY2020
(Baseline)
95%
Electricity used at our sites is generated from renewable
sources. This is 100% for Wellpark and Clonmel
-26% (vs target -9%)
Scope 3 Emissions Reduction V’s FY2020 (Baseline)
48% (vs target 45%)
Suppliers making up 67% of Scope 3 emissions will have
science-based targets in place by 2026.
3.2:1 (vs target 3.4:1)
Water Efficiency Ratio - (hectolitres extracted / hectolitres
produced)
2 (vs target ZERO)
Number of incidences of non-compliance with industry and
regulatory marketing codes.
0.18 (vs target 0.14)
Health and Safety - Lost Time Incident Rate (incidents per one
hundred employees)
Eliminating our Gender Pay Gap
- average pay for female employees is now higher compared to
male employees. C&C Group plc Gender Pay Gap Report 2023
7.1 (vs target 7.5)
Employee Engagement Score from Peakon Survey
Accreditations
Well below 2°C.
Science Based Target Validation received in Jan-23
AA
MSCI ESG Rating – Mar-24
Best Large Business Winner
Tennent Caledonian Breweries were recognised as the
Best Large Business at the VIBES (VISION IN BUSINESS
ENVIRONMENT SCOTLAND) Scottish Environment Business
Awards – Nov-23
AA+
BRCGS Accreditation – Wellpark – Mar-23
AA+
BRCGS Accreditation – Clonmel – Oct-23
ISO14001
Matthew Clark / Bibendum – September 2022
(Expiry September 2024)
Operates an environmental management system that complies
with the requirements of ISO 14001:2015
Clonmel – January 2022 (Expiry January 2025)
Operates an environmental management system that complies
with the requirements of ISO 14001:2015
B
CDP – Climate – Dec-23
C
CDP – Water – Dec-23
With Board level commitment to ESG, a dedicated ESG Team and
a group of ESG Champions advocating sustainability across the
business, we are delivering on our promise of embedding ESG into
everything we do at C&C.
Building on the above, in FY2024, a new ESG Management
Committee, was established to review sustainability initiatives and
reporting. Delegating those responsibilities which originally sat
with the ESG Board Committee and therefore allowing for the ESG
Board Committee to provide additional focus and scrutiny and to
identify areas where C&C can really make a difference, as well as
ensuring high standards of governance and reporting in this area.
Governance Report
Strategic Report Financial Statements Additional Information
59
ESG Strategy:
‘ Delivering to a
BetterWorld!’
Our impact materiality assessment and six ESG pillars ensure that we focus on the most
material areas to guide our actions around sustainability and support the UN Sustainable
Development Goals (‘SDGs’). In FY2023, C&C Group carried out an impact materiality
assessment, engaging a wide range of stakeholders, which has further strengthened our
focused priorities.
Reduce Our Carbon
Footprint
Focus Areas
• Carbon Neutral by 2050 at the latest
• Energy and Water Conservation
• Fleet Decarbonisation
• Waste Minimisation
Sustainably Source
Our Products &
Services
Focus Areas
• Supply Chain Engagement
• Enhanced Ethical Sourcing
Alignment to UN SDGs Alignment to UN SDGs
Environment
Ensure Alcohol
Is Consumed
Responsibly
Focus Areas
• Support for Minimum Unit Pricing
• Promoting 0%, Low Alcohol & Low-
Calorie Brands
• Alcohol Awareness Training
• Compliance with industry and
regulatory marketing codes
Social
Alignment to UN SDGs
Sustainability Report
(continued)
60
C&C Group plc
Annual Report 2024
Enhance Health,
Wellbeing & Capability
of Colleagues
Focus Areas
• Health & Safety
• Health & Wellbeing
• Training and Development
Alignment to UN SDGs
Governance
Build A More
Inclusive, Diverse, and
Engaged C&C
Focus Areas
• Diversification of Board
• Diversity, Equity & Inclusion (DE&I)
• Eliminating the Gender Pay Gap
• Employee Engagement
Alignment to UN SDGs
Collaborate With
Government, Non-
Governmental
Organisations
(‘NGOs’), and Industry
Programmes.
Focus Areas:
• Building Meaningful Charity Partnerships
• Deposit Return Scheme Implementation
• Review of Minimum Unit Pricing in
Scotland
Alignment to UN SDGs
61
Governance Report
Strategic Report Financial Statements Additional Information
Sustainability Report
(continued)
Our materiality process
Future Reporting
We understand that external stakeholders’
inputs are very valuable, especially
when conducting an impact materiality
assessment and gauging perspective from
an external point of view. It familiarises us
with the sustainable topics that are most
material to our stakeholders and provides
an opportunity to share information about
our strategy and focus areas, aiding in
creating a transparent relationship between
us. In future reporting periods, engaging
directly with external stakeholders shall
remain a key focus area. In 2024 we
will perform a comprehensive double
materiality assessment, complying with our
reporting obligations under the Corporate
Sustainability Reporting Directive (‘CSRD’).
The assessment will consider both our
material impacts on our stakeholders and
material sustainability related risks and
opportunities for C&C.
C&C significantly improved the formality
of the process supporting our materiality
assessment in FY2023 by carrying out an
impact materiality assessment, drawing
on elements of guidance contained in the
Global Reporting Initiative (GRI) framework.
We structured our materiality approach as
follows:
Developing a
comprehensive
list of ESG topics
Stakeholder
mapping
Stakeholder
consultation
Impact
assessment
Collation and
analysis of results
1 2 3 4 5
Figure 1: Broad approach to materiality assessment
1. Developing a comprehensive list of
ESG topics
C&C carried out a preliminary desktop
review to identify the existing and emerging
trends and business risks in the alcoholic
beverage sector. This was followed by
a thorough analysis of material topics
suggested within relevant reporting
frameworks along with topics disclosed
by industry peers. These inputs were
used to identify eighty-nine potentially
relevant topics which were further reviewed
and grouped into twenty-six key topics,
and sub-topics of Environment, Social,
Governance and Economic.
2. Stakeholder mapping
We identified key stakeholder groups across
our value chain and prioritised them through
a comprehensive stakeholder mapping
exercise, analysing the influence and
dependency we have on each stakeholder
group. Those with high influence and
dependency scores, as summarised in
the table below, were considered to be
significant for the purposes of engagement
in the impact materiality assessment
process.
3. Stakeholder consultation
As this was the first year completing
an impact materiality assessment, we
consulted with internal stakeholder
representatives through one-to-one
interviews to understand C&C’s impact
on the stakeholder group. We also
distributed surveys to employees on a
sample basis. Through the consultation
process, we incorporated our stakeholders’
perspectives, concerns, and expectations
into our materiality assessment process.
4. Impact assessment
For further prioritisation of material topics,
we conducted workshops with internal
topic experts to score the impact of each
topic in terms of scale, scope, irremediable
character, and likelihood to determine the
significance of the impacts.
5. Collation and analysis of results
Based on the results from stakeholder
consultation and impact assessment
exercise a list of twenty-one topics and their
associated impacts was generated. The
below material topic list was approved by
the ESG Board Committee in May 2023.
Table 1: List of prioritised stakeholders
Employees
Community/Community Representatives
Consumers
Suppliers – Branded third-party Drinks
Business Partners
Suppliers – Raw Materials / Finished
Goods
Shareholders and Lenders
Customers
Business Partners/Joint Ventures
including Agency and Invested brands
Workers in the value chain
Industry Associations
Trade Union Representatives
62
C&C Group plc
Annual Report 2024
Figure 2: List of material topics
Topic Impact generated
Direction
of impact
Impact
type
Impact
materiality
level
Value chain
mapping
Time
horizon
Strategy &
performance*
1. Human Rights
and sustainable
sourcing across
our Value Chain
Sourcing responsibly and having appropriate oversight
and controls across our value chain, engaging with
suppliers and distributors, understanding their
expectations, and working with them to mitigate ESG
risks creates a shared economic value for society and
the environment.
+
Potential Medium Upstream
and
Downstream
Short,
medium, and
long-term
Pillar 2 – Sustainably Source
Our Products & Services
Appropriate controls around responsible sourcing
are not in place or these standards are not upheld
by our suppliers, there is potential for impact on the
biodiversity of an area and/or human rights of workers
in the supply chain.
-
Potential High Upstream
and
Downstream
Short,
medium, and
long-term
2. Employee
health, safety &
wellbeing
Appropriate processes and controls around
employees’ health and safety can create a safe working
environment.
+
Potential Medium Operations Short,
medium, and
long-term
Pillar 4 – Enhance Health,
Wellbeing & Capability of
Colleagues
Appropriate processes and controls around employees’
health and safety are not in place or are not properly
operating, leading to health & safety risks.
-
Potential High Operations Short,
medium, and
long-term
3. Product
Quality,
Customer
Health, and
Safety
Appropriate controls around product safety and
quality are not in place, hindering the quality of C&C’s
products.
-
Potential High Downstream Short,
medium, and
long-term
Pillar 2 – Sustainably Source
Our Products & Services
Pillar 4 – Enhance Health,
Wellbeing & Capability of
Colleagues
Appropriate controls around product safety and quality
are in place allowing C&C to produce and deliver quality
products.
+
Potential Medium Downstream Short,
medium, and
long-term
4. Consumer
Engagement
and Responsible
Drinking
Excessive consumption of alcohol can impact
consumers’ health.
-
Potential High Downstream Short,
medium, and
long-term
Pillar 3 – Ensure Alcohol Is
Consumed Responsibly
Impact created on consumers as products and
associated communications are presented to them in
an ethical and socially responsible manner and they
are able to understand the impacts on their health from
the consumption of alcohol use and the importance of
drinking responsibly.
+
Potential Medium Downstream Short,
medium, and
long-term
5. Water Use of water in our production processes as well as
for cleaning or water withdrawal from high stress areas
or areas with low precipitation can impact biodiversity,
local communities, and future generations.
-
Potential High Upstream
and
Operations
Short,
medium, and
long-term
Pillar 1 – Reduce Our Carbon
Footprint
Production processes lead to the generation of
wastewater – disposal of poor quality or untreated
wastewater results in contamination of biodiversity and
fresh water sources impacting the environment and the
local communities.
-
Potential Medium Upstream
and
Operations
Short,
medium, and
long-term
6. Climate
change
and carbon
emissions
GHG emissions in our value chain (Scope 1, 2 and 3)
have adverse impacts on the environment.
-
Potential Medium Upstream,
Operations
and
Downstream
Short,
medium, and
long-term
Pillar 1 – Reduce Our Carbon
Footprint
Usage of fossil fuel-based energy contributes to climate
change and pollution impacting the environment and
people.
-
Potential Medium Upstream,
Operations
and
Downstream
Short,
medium, and
long-term
Usage of renewable energy sources and improving
energy efficiency in the operations results in lower
pollution and impacts on the environment.
+
Potential Medium Upstream,
Operations
and
Downstream
Short,
medium, and
long-term
Achieving carbon neutrality/net zero shall significantly
reduce the amount of harmful emissions that contribute
to global warming.
+
Potential Medium Upstream,
Operations
and
Downstream
Short,
medium, and
long-term
7. Data privacy If data privacy is not safeguarded, potential impact
on those whose data we hold such as employees,
customers, and vendors in the event of a data breach or
cyber-attacks and their privacy is impacted.
-
Potential Medium Upstream,
Operations
and
Downstream
Short,
medium, and
long-term
Pillar 2 – Sustainably Source
Our Products & Services
Pillar 4 – Enhance Health,
Wellbeing & Capability of
Colleagues
8. Chemical
and Hazardous
material
management
Improper management of chemical and hazardous
material can cause contamination of the environment
and a safety/health hazard if not stored, managed, or
disposed properly.
-
Potential Medium Operations Short,
medium, and
long-term
Pillar 2 – Sustainably Source
Our Products & Services
9. Air pollution Direct release of pollutants such as Sox, Nox and
particulate matter generated from our manufacturing
process deteriorates the ambient air quality impacting
public health and the environment.
-
Potential Medium Upstream,
Operations
and
Downstream
Short,
medium, and
long-term
Pillar 1 – Reduce Our Carbon
Footprint
Pillar 2 – Sustainably Source
Our Products & Services
Governance Report
Strategic Report Financial Statements Additional Information
63
Topic Impact generated
Direction
of impact
Impact
type
Impact
materiality
level
Value chain
mapping
Time
horizon
Strategy &
performance*
10. Clean
labelling and
responsible
marketing
Products and associated communications are
presented to consumers in an ethical and socially
responsible manner to allow consumers to make an
informed choice based on accurate and fact-based
information which is not misleading.
+
Potential Medium Downstream Short,
medium, and
long-term
Pillar 3 – Ensure Alcohol Is
Consumed Responsibly
Excessive consumption of alcohol can impact
consumer health.
-
Potential Low Downstream Short,
medium, and
long-term
11. Biodiversity
and Land
The impact on natural ecosystems due to poorly
managed agricultural land and using pesticides/
herbicides and poor cultivation practices leads to
habitat loss and degradation, erosion, species loss, air
and water pollution, soil, and water contamination.
-
Potential Low Upstream
and
Operations
Short,
medium, and
long-term
Pillar 1 – Reduce Our Carbon
Footprint
Pillar 2 – Sustainably Source
Our Products & Services
Carbon negative farming, e.g., cover cropping and
carbon sequestration, can support the creation of well
managed agricultural land, leading to healthier and
more productive ecosystems.
+
Potential Low Upstream
and
Operations
Short,
medium, and
long-term
12. Packaging
and Circular
Economy
Technological innovations in sustainable packaging
solutions contributes to the reduction of packaging
waste and lowers carbon and the overall environmental
impact.
+
Potential Medium Upstream,
Operations
and
Downstream
Short,
medium, and
long-term
Pillar 1 – Reduce Our Carbon
Footprint
Pillar 2 – Sustainably Source
Our Products & Services
Creating impact on the society and environment by
encouraging consumers to dispose of their finished
products responsibly.
+
Potential Medium Downstream Short,
medium, and
long-term
Improper controls around the disposal of materials
and ineffective use of alternative waste management
techniques (e.g. recycle, recover and reuse) can
generate waste and if not disposed properly can
contaminate the environment and lead to wasteful use
of resources.
-
Potential Low Upstream,
Operations
and
Downstream
Short,
medium, and
long-term
13. Diversity,
Equity &
Inclusion
Promoting equality, creating unbiased working
conditions, and creating equal opportunities for our
employees.
+
Actual Medium Operations Short,
medium, and
long-term
Pillar 5 – Build A More Inclusive,
Diverse, and Engaged C&C
14. Economic
Performance &
Contributions
The direct and indirect impact of an organisation’s
operations on its stakeholders and the environment
through its economic activities and monetary impact.
+
Actual Medium Upstream,
Operations
and
Downstream
Short,
medium, and
long-term
Pillar 2 – Sustainably Source
Our Products & Services
Pillar 6 – Collaborate With
Government, NGOs, and
Industry Programmes
15. Community
engagement
Engaging and supporting communities through
investment programmes, charities and partnerships
which uplifts and positively impacts local communities.
+
Actual Medium Operations Short,
medium, and
long-term
Pillar 6 – Collaborate With
Government, NGOs, and
Industry Programmes
16.
Transparency
and Reporting
The impact of applying transparency and best
practice reporting principles on ESG performance to
how we report to our stakeholders and meeting their
expectations.
+
Potential Medium Upstream,
Operations
and
Downstream
Short,
medium, and
long-term
All ESG Pillars
17. Input Raw
Materials
Procurement practices that take into account the
quantity and quality of materials used in manufacturing
leads to more efficient use of materials and reduces the
wasteful use of resources.
+
Potential Medium Operations Short,
medium, and
long-term
Pillar 2 – Sustainably
Source Our Products &
Services
18. Ethical
Business and
Resilience
Impact created on all stakeholders as a result of ethical
business practices and sustainable and resilient
business structures.
+
Potential Medium Upstream,
Operations
and
Downstream
Short,
medium, and
long-term
Pillar 2 – Sustainably
Source Our Products &
Services
19. Employee
Engagement
and
Relationships
Increased employee productivity and trust due to
consistent engagement with employees.
+
Potential Medium Operations Short,
medium, and
long-term
Pillar 5 – Build A More
Inclusive, Diverse, and
Engaged C&C
20. Worker
Rights,
Collective
Bargaining and
Freedom of
Association
Supporting, engaging, and fostering good relationships
with Employees so that they are able to practice
freedom of association and expression leading to better
working conditions.
+
Potential Medium Operations Short,
medium, and
long-term
Pillar 5 – Build A More
Inclusive, Diverse, and
Engaged C&C
21. Employee
Benefits and
Development
Rewarding talent and retaining employees by offering
competitive remuneration and through measures
that promote professional development, long-term
employability, job satisfaction and healthy working
culture.
+
Potential Medium Operations Short,
medium, and
long-term
Pillar 4 – Enhance Health,
Wellbeing & Capability of
Colleagues
Sustainability Report
(continued)
64
C&C Group plc
Annual Report 2024
Reduce Our
CarbonFootprint
Reducing carbon emissions
Science Based Targets Initiative (‘SBTi’)
In January 2023, the Group had its carbon
emission reduction targets validated
by the Science Based Targets initiative
(‘SBTi’). C&C is committed to reducing its
Scope 1 and Scope 2 Green House Gas
(‘GHG’) emissions 35% by 2030 from a
2020 baseline year. To achieve our Scope
3 emissions target of 25% reduction by
2030 we have been working with our key
suppliers and customers, to ensure that
67% of our suppliers (by spend) will have a
validated science-based target by 2026.
Limited Assurance Statement
The Group is committed to reducing its
carbon emissions and, whilst it makes every
effort to ensure emissions are accurately
reported, recognises the need for its
performance to be externally assured. The
Group was granted limited assurance,
as defined by International Standards on
Assurance Engagements, for our FY2023
reporting of: Scope 1 and 2 GHG emissions
(tCO2e); Water efficiency by water
ratio (hectolitres extracted / hectolitres
produced); and Lost Time Incident Rate
(LTIR, incidents per 100 employees).
In FY2025, the Group will extend this limited
assurance to its Scope 3 engagement
target that is validated by the SBTi. This
target sees C&C Group plc commit that
67% of its suppliers and customers by
emissions (measured via a spend-based
approach as set out in GHG Protocol for
calculating Scope 3 Emissions), covering
77% of purchased goods and services
Environmental
emissions, 65% of upstream transportation
and distribution emissions and 50% of
downstream transportation and distribution
emissions, will have science-based targets
by 2026.
Further emphasising the Group’s
commitment to ‘Delivering to a better world’
the Scope 1 & 2 carbon emission related
Long-Term Incentive Plan will be extended.
This was originally rolled out for three
years (FY2022, 2023 and 2024) and will be
extended to cover FY2025, 2026 and 2027.
(More information can be found on pages
136-163 of the Remuneration Committee
Report).
Environmental Policy
Continuing our commitment to
sustainability, in March 2023 our ESG
Board Committee recommended, a
new Environmental Policy for the Group.
This policy was approved by the Group
Executive Committee (Please see
CCGroup-EnvironmentalPolicy-FINAL). This
policy sets out and reaffirms the Group’s
commitment to reducing GHG emissions
across our operations and supply chain, as
well as our commitment to producing and
sourcing resources sustainably to play our
part in reducing the negative impacts of
climate change and biodiversity loss.
The Environmental Policy applies across
all Group internal operations, and to
management and employees. To ensure
continuous progress, and for the purpose
of maintaining relevance and effectiveness,
this policy is subject to review by the ESG
Board Committee every two years.
Target KPI
Reduce direct operations location-based
emissions by 35% by 2030 (Scope 1
and 2)
24% location-based reduction from
FY2020 (base year)
35% market-based reduction from
FY2020 (base year)
Reduce value chain emissions by 25%
by 2030 (Scope 3)
26%% reduction from FY2020 (base
year)
C&C’s targeted supply chain partners
will have science-based targets by 2026
67% of supply chain by emissions
committed to science-based targets.
At YE2024, we have achieved SBTi
commitment covering 48% of our Scope
3 emissions (V’s KPI of 45%)
Notes. All emissions are calculated using Scope boundaries as defined by The GHG Protocol. The targets and
boundaries were validated via the SBTi in December 2022. C&C has not been directly involved in, or contributed to,
carbon removals or carbon storage projects within its own operations nor within its supply chain. Emissions figures
disclosed to not include any impact from carbon removals or carbon storage.
Governance Report
Strategic Report Financial Statements Additional Information
65
Conservation of Energy
We are committed to transitioning our
operations to clean energy sources in line
with our carbon reduction targets. The
Group continues to utilise renewable energy
where possible, in FY2023 we installed
Ireland’s largest rooftop solar array at
our manufacturing facility in Clonmel and
confirmed a Corporate Purchase Power
Agreement (‘PPA’) obtaining electricity from
the Cronalaght Wind Farm in Donegal. In
FY2024, 95% of our total electricity use for
the Group was renewably sourced. The
electricity used at our main manufacturing
sites, Clonmel and Wellpark, comes from
renewable sources. Our manufacturing
facility in Clonmel generated 1.13MWh of
renewable electricity from its solar panels
in FY2024. Whilst most of our electricity
consumption is renewable; the Group
recognises that this only constitutes a
proportion of its operational emissions. To
mitigate our Scope 1 emissions, the Group
has invested heavily in decarbonisation
projects in recent years. This includes,
but is not limited to, the implementation
of electric Forklift Trucks (‘FLTs’) to our
fleet, anaerobic digestion and biogas
projects at our Wellpark Brewery, the
commissioning of a 1MW heat pump at
our Clonmel manufacturing facility, as well
as the successful transition of a number of
our key depots from diesel to Hydrotreated
Vegetable Oil (‘HVO’).
Scope 1, 2 and 3 emissions
The charts and tables below outline the
Group’s carbon performance in FY2024.
This includes a breakdown of our Scope 1
and Scope 2 (location and market-based)
emissions, as well as a breakdown of Scope
3 emissions by category, as defined by the
GHG Protocol. The tables also breakdown
the source of our emissions, by commodity
and location, and present our performance
vs FY2023 and FY2020 (Baseline).
Our Scope 3 emissions (including
Purchased Goods, Use of Sold Product,
End of Life Treatment, and other indirect
emissions) account for 95% of C&C’s total
emissions.
The Group recognises the challenges in
reducing its indirect emissions and has
been working hard to mitigate these. C&C is
part of the CDP (Carbon Disclosure Project)
Supply Chain Screening Programme,
where we work closely with key supply
chain partners, requesting them to disclose
climate-related information, allowing us
to better understand the environmental
impacts of our supply chain. We are
strongly encouraging our supply chain
partners to disclose their carbon footprint
via CDP as C&C has done since 2010.
Below is a selection of charts and tables
which present a breakdown of the Group’s
carbon emissions and Energy Consumption
for FY2024.
Sustainability Report, Table 1: Scope 1,2 & 3 Carbon Emissions (tCO
2
e)
Environment FY2020 (Baseline) FY2023 FY2024 Change vs FY2023
Change vs
Baseline
Tons of CO
2
e Tons of CO
2
e Tons of CO
2
e % %
Carbon Emissions
Scope 1 25,079 21,990 20,159 -8% -20%
Scope 2 (Location-Based) 12,429 9,605 8,419 -12% -32%
Scope 2 (Market-Based) 6,238 588 266 -55% -96%
Scope 3 705,000 555,847 518,545 -7% -26%
Scope 1 & 2 (Location-Based) 37,508 31,595 28,578 -10% -24%
Scope 1 & 2 (Market -Based) 31,317 22,578 20,425 -10% -35%
Total Carbon Footprint (Location-Based) 742,508 5 87,4 42 5 47,12 3 -7% -26%
Total Carbon Footprint (Market-Based) 736,317 578,425 538,970 -7% -27%
Note. The Location-based Scope 2 emissions figure is calculated using standard grid electricity factors for each country where we operate. The Market-based emissions
calculations reflect the carbon avoidance impact of using electricity from certified renewable sources and from our own solar generation.
Definitions:
Scope 1: Direct emissions from our own operations.
Scope 2: Indirect emissions from our purchased energy (mainly electricity).
Scope 3: Including supply chain, customer use of our products, and other indirect emissions.
Sustainability Report
(continued)
FY2024 Carbon Footprint (tCO
2
e) Scope 1 and 2 Emissions (Location Based) tCO
2
e
Scope 3 Scope 1 Scope 2 Scope 1 Scope 2
3.7%
1.5%
94.8% 5.2%
2020 2023 2024 2020 2023 2024
25,079
21,990
20,159
12,429
9,605
8,419
66
C&C Group plc
Annual Report 2024
Sustainability Report, Table 2: Emissions Intensity
Environment FY2020 (Baseline) FY2023 FY2024 Change vs FY2023 Change vs Baseline
Intensity
Net Revenue (Eu Million) 1,719 1,689 1,661 -2% -3%
Scope 1 and 2 tCO
2
e per M EURO (Location Based) 21.82 18.71 17. 21 -8% -21%
Total Carbon Footprint (Location-Based) 431.94 3 47. 8 0 329.39 -5% -24%
Scope 1 and 2 tCO
2
e per M EURO (Market Based) 18.22 13.37 12.30 -8% -33%
Total Carbon Footprint (Market-Based) 428.34 342.47 324.49 -5% -24%
Sustainability Report, Table 3: Scope 1 & 2 Carbon Emissions per site (tCO
2
e)
Ireland Scotland
Matthew
Clark Frutissima
Group Fleet
& Offices
Total C&C
FY2024
Total C&C
FY2023
Total C&C
FY2020
(Baseline)
Change vs
FY2023
Change vs
Baseline
Scope 1 (Tons of CO
2
e) 4,504 10,506 3,558 1,591 - 20,159 21,990 25, 079 -8% -20%
Scope 2 – Location
based figure (Tons of CO
2
e) 3,975 3,379 857 208 - 8,419 9,605 12 ,4 2 9 -12% -32%
Scope 2 – Market based figure
(Tons of CO
2
e) 54 - 4 208 - 266 588 6,23 8 -55% -96%
Scope 1&2 – Location Based
(Tons of CO
2
e) 8,479 13,885 4,415 1,799 - 28,578 31,595 37,508 -10% -24%
Scope 1&2 – Market Based
(Tons of CO
2
e) 4,558 10,506 3,562 1,799 - 20,425 22,578 31,317 -10% -35%
Sustainability Report, Table 4: Scope 3 Emissions Breakdown
Environment FY2020 (Baseline) FY2023 FY2024
Change vs
FY2023
Change vs
FY2020
Breakdown of Scope 3 emissions:
Scope 3 – Tons of
CO
2
e % %
Purchased Goods (Total for CDP) 47 3, 9 03 383,186 361,034 -6% -24%
Agriculture 39,066 33,750 30,436 -10% -22%
Brewing Ingredients 3 1, 0 3 4 20,088 19,344 -4% -38%
Packaging 5 9,7 30 53,270 47,79 6 -10% -20%
Distributed Product 344,073 276,078 263,458 -5% -23%
Capital Goods 10,047 8,879 -12% -
Investments 555 518 -7% -
Fuel (Not in S1&S2) 6,9 54 7,16 4 5,823 -19% -16%
Upstream Transport 16 , 819 48,698 40,075 -18% 138%
Waste 2, 88 0 1,411 1,327 -6% -54%
Business Travel 1, 845 1,100 1,162 6% -37%
Employee Commuting 2,559 2,225 2,19 4 -1% -14%
Downstream Transport 26,776 37, 819 37,150 -2% 39%
Total – Use of Sold products 135,843 51,756 49,268 -5% -64%
Use – Own Products 34,347 10,733 10,614 -1% -69%
Use – Distributed Products 101,496 41,023 38,654 -6% -62%
Total – End of Life Treatment 37,4 2 2 11,8 86 11,115 -6% -70%
End of Life – Own Products 8,372 1,631 1,451 -11% -83%
End of Life – Distributed 29,051 10,255 9,664 -6% -67%
Full Group Emissions
Total Scope 3 Emissions 705,000 555,847 518,545 -7% -26%
Governance Report
Strategic Report Financial Statements Additional Information
67
Sustainability Report, Table 5: Streamlined Energy and Carbon Reporting (SECR)
Current reporting year Previous reporting year
Tonnes CO
2
e (FY2024) Tonnes CO
2
e (FY2023)
Total Full Group Emissions UK Non-UK Total UK Non-UK Total
Scope 1 14,064 6,095 20,159 14,336 7,6 5 4 21,990
Scope 2 (Location-based) 4,236 4,183 8,419 4,494 5,111 9,605
Scope 2 (Market-based) 4 262 266 162 426 588
Energy Consumption Breakdown
Sustainability Report, Table 6: Energy Consumption Breakdown (MWh (megawatt hours))
Environment FY2020 (Baseline) FY2023 FY2024 Change vs FY2023 Change vs Baseline
MWh MWh MWh % %
Energy Consumption Breakdown
Natural Gas 88,630 79,232 67,8 61 -14% -23%
Liquefied Natural Gas 5.591 0 0 - -
Liquefied Petroleum Gas 2,332 3,844 4,047 5% 74%
Diesel 33,257 25,675 26,739 4% -20%
Petroleum 450 1,303 1,171 -10% 160%
HVO 0 3,635 4,435 22% -
Kerosene / Fuel Oil 65 209 204 -2% 214%
Biogas 83 4,778 3,641 -24% 4,287%
Non-Renewable Electricity 26,664 3,623 2,849 -21% -89%
Renewable Electricity 14,737 36,844 33,623 -9% 128%
Total Non-Renewable Energy Consumption 156,989 117,521 107, 257 -9% -29%
Total Renewable Energy Consumption 14,737 36,844 33,623 -9% 128%
Total Energy Consumption 171,726 154,365 140,880 -9% -15%
Total Scope 1 130,325 113,898 104,408 -8% -20%
Total Scope 2 41,401 40,467 36,473 -10% -12%
Out of Scope (Biogas) 83 4,778 3,641 -24% 4,287%
Sustainability Report, Table 7: Summary of Energy Mix
Energy Consumption & Mix FY2024 (MWh)
1. Coal -
2. Crude oil/petroleum products 32,162
3. Natural gas 67, 861
4. Other non-renewable sources -
5. Nuclear products -
6. Acquired electricity, heat, or steam from non-renewable sources 1,718
7. Total non-renewable sources (MWh) sum of 1-6 above 101,741
Share of non-renewable sources in total energy consumption (%) 70%
8. Fuel consumption from renewable sources (e.g. biogas, HVO) 8,026
9. Consumption of acquired electricity, heat, or steam from renewable sources 33,623
10. Consumption of self-generated electricity from renewable sources 1,131
11. Total renewable energy consumption (MWh) sum of 8-10 above 42,780
Share of renewable sources in total energy consumption (%) 30%
Total energy consumption (MWh) sum of 7 & 11 144,521
Sustainability Report
(continued)
68
C&C Group plc
Annual Report 2024
Carbon Commentary
Initiatives – developed and implemented
Initiative Progress Targets
Science Based
Target Initiative
(‘SBTi’)
C&C Group’s emissions reduction targets received independent validation and
approval by the SBTi in January 2023.
The Group has put in place various decarbonisation initiatives in the last FY,
aimed at tackling our Scope 1 and 2 emissions. This includes, reinsulation
of hot liquor tanks, steam network rationalisation and Brewhouse “Clean in
Place” (CIP) reduction. In FY2024 the Group exceeded its Scope 1 and 2
(location based) carbon reduction target of 4.0%p.a., in line with our validated
science-based target, with carbon emissions down 10% vs FY2023. This
brings our total Scope 1 and 2 carbon reduction (vs our FY2020 baseline
year) to 24%. The Group is on track to meet its Scope 3 science-based
supplier engagement target. C&C has been working hard with its key suppliers
to encourage them to set science-based targets. C&C has held webinars
with key suppliers, in partnership with CDP, as well as held collaborative
discussions with suppliers sharing best practices around sustainability. Our
key partners operate at all stages of the supply chain, from raw materials to
finished goods.
48%% of the Group’s suppliers currently have a science-based target in
place. (v FY2024 Target of 45%) We understand the scale of the challenge in
converting the remaining 19%, to achieving our science-based target.
C&C is committed to reducing
absolute Scope 1 and Scope
2 GHG emissions by 35% by
2030 (versus FY2020 base
year). To achieve the target of
reducing Scope 3 emissions by
25% (versus FY2020 base year)
by 2030, the Group has also
committed that suppliers and
customers making up 67% of
Scope 3 emissions (Purchased
Goods, Downstream Transport
and Use of Sold Goods) will
have science-based targets
in place by 2026. C&C will
continue to engage with its key
suppliers throughout the course
of FY2025 to progress this
commitment.
Energy
Conservation
Summary of Energy Conservation Projects implemented in FY2024:
• Heat Pump installed at our Clonmel manufacturing facility
• Air compressor with variable speed drive
• Spent grain transfer – smart air injection
• Steam network rationalisation
• Brewhouse “Clean in Place” (CIP) reduction
• Reinsulating of hot liquor tanks
We will continue to install
energy conservation projects at
sites across C&C Group in the
next financial year.
Fleet
Decarbonisation
C&C Group is committed to transitioning to a low-carbon world. Operating as
a distributor, as well as a manufacturer and marketer, a significant amount of
our emissions are fuel-based. The Group understands the negative impact
fossil fuels have on our climate and is committed to transitioning to lower
carbon alternatives where feasible. The delivery vehicles at two of our major
depots, in Bedford and Runcorn, are powered by HVO. This has saved over
1,000 tCO2e in FY2024 alone. During FY2024 we began transitioning more
of our delivery vehicles, at our Thornliebank depot, to run on HVO. The
Group also has four 18-tonne electric HGVs in operation, following successful
trials across our distribution network in FY2023. We are adopting a phased
approach to the implementation of EVs (Electric Vehicles), shifting delivery
vehicles to HVO in the interim as the technology and cost competitiveness of
electric vehicles improves.
Our new flagship depot in London, Orbital West, will use a mixture of Electric
HGVs and HGVs powered by HVO. This will ensure sustainable deliveries in the
heart of the country. Our planned rollout of Electric HGVs and HVO-powered
HGVs will continue into FY2025.
Continue to transition depots
from diesel to HVO, combining
this with the purchase of
electric delivery vehicles as
the technology develops
and becomes more cost
competitive.
Governance Report
Strategic Report Financial Statements Additional Information
69
Initiative Progress Targets
Out of Plastics All the Group’s canned product continues to be packaged in fully recyclable
cardboard, which removes more than two hundred million plastic rings
form the environment per annum. The investment in our more sustainable
packaging recognises the future market changes including the Deposit Return
Scheme (‘DRS’) introduction in Ireland on 1 February 2024 and, planned
for the UK in October 2027 alongside new fees associated with Extended
Producer Responsibility. (EPR) from 1 January 2025.
Continued commitment to
sustainable packaging and
exploration of circular economy
opportunities to improve reuse
and recycling across the Group.
FT Europe’s
Climate Leaders
2024
For the fourth year in succession, C&C has been identified, by the Financial
Times and leading research agency Statista, as being one of the most
ambitious European companies in reducing their greenhouse gas emissions
relative to their revenue.
Maintain position as an
ambitious Climate Leader in
Food and Beverage category of
FT’s Climate Leaders 2025.
Morgan
Stanley Capital
International
(‘MSCI) ESG
Ratings
C&C has retained its ‘AA’ rating for the second year in a row. The Group is
categorised in the top 30% of beverage companies and scored particularly
strongly for our initiatives to reduce carbon intensity across our value chain.
Maintain MSCI ESG rating of
‘AA’ in FY2025.
VIBES – Best
Large Business
Winner
Tennent Caledonian Breweries were the Best Large Business Winner at the
2023 VIBES (VISION IN BUSINESS ENVIRONMENT SCOTLAND) Scottish
Environment Business Awards. The award recognises businesses that best
demonstrate what is good for the environment and business.
Continue to seek opportunities
to evidence our leadership in
sustainability by identifying
and entering relevant, credible
sustainability awards.
Sustainable Logistics As we provide
our customers with a complete drinks
distribution service with our own fleet,
transportation makes up a significant part
of the Group’s Scope 1 and 2 emissions.
In addition to the initiatives the Group has
implemented over the past years, e.g.
our Group-wide logistics forum which is
used to share best practice and our fleet
management platform Microlise which
helps reduce fuel consumption and
drive efficiency, the Group continues to
make considerable efforts to reduce its
transport related emissions. Our ‘Fleet
Decarbonisation Transition Plan’ focusses
on utilising a range of technologies and
processes to meet our ambitious carbon
reduction targets. The ten-year plan
prioritises measures including Continuous
Improvement initiatives, alternative and
decarbonising fuels, as well as a transition
to battery electric vehicles (BEVs) and
hydrogen vehicles (HVs) when infrastructure
and equipment is commercially available.
As a Group, we are exploring all tools and
technologies available to reach our carbon
reduction targets in fleet decarbonisation.
We continue to require all new vehicles,
leased, or purchased, to meet the EURO
6 standard – 93% of our fleet are currently
EURO 6. We also amended vehicle
specification (by for example, applying the
Direct Vision Standard for heavy goods
vehicles which assesses and rates how
much the driver can see directly from their
cab in relation to other road users). We have
four electric heavy goods vehicles currently
and plan to add a further four in FY2025.
In the next five years our plan is to convert
our depots with bulk tanks to Hydrotreated
Vegetable Oil (HVO) – this will reduce diesel
consumption/carbon emissions by c.60%
from the fleet. To date, our Runcorn and
Bedford depots have been successfully
transitioned to HVO, completely removing
diesel from the sites, and reducing
emissions by c.90% (1,000 tonnes).
Sustainability Report
(continued)
70
C&C Group plc
Annual Report 2024
Case Study:
Orbital West
In February 2024, C&C launched
operations from our new and improved
distribution depot in London, Orbital
West. The project demonstrates
action taken to embed our core
values identifying employee inclusion,
health and safety, environmental
considerations, and operational
excellence as fundamental components.
This flagship facility underlines the
Group’s significant investment in
increased capacity and ongoing
commitment to industry-leading
customer service for London and
the surrounding areas, as well as
significantly contributing to our wider
carbon reduction programme and
sustainability agenda.
Situated near Heathrow Airport, our
113,600 sq. ft facility is 40% larger
than our previous London depot and
is set to create a number of local job
opportunities. We are continuing our
powerful partnership with Big Issue
Recruit to place people who may have
previously faced barriers in joining
sustainable employment into C&C
transport and warehouse roles.
Accommodating our diverse workforce
which constitutes many nationalities
and religious beliefs, Orbital West
offers a private multi faith room, where
employees can pray in a dedicated area,
complete with Wudu facilities. The toilets,
showers and changing areas have been
designed to ensure the environments are
welcoming and inclusive for all.
The site’s environmental credentials
directly support our ESG strategy
of ‘Delivering to a Better World’ and
include:
• Roof solar panels to provide 185,000
kwh per annum, equivalent to 30%
of the consumption of the previous
London depot
• Twenty-six internal combustion engine
vehicles transitioning to HVO as a
primary fuel, resulting in a reduction
of over 350 tonnes of CO2 emissions
from London operations
• The introduction of 4 18-tonne electric
HGVs zero emission vehicles in
FY2025
• Electric charging stations for both
HGVs and employee cars
Product Quality and Safety
As part of our commitment to “Respect
people and the planet,” the safety,
authenticity, legality, and quality of our
products, is fundamental to our ongoing
business operations. From our use of the
finest Scottish malted barley and fresh
highland water from Loch Katrine to our
sourcing of apples from across Ireland,
and working with the finest wine suppliers
globally, quality is at our core.
Supported by a Group Technical function,
in line with global best practice, C&C have
implemented quality control and technical
systems across all manufacturing sites.
Compliance monitoring ensures adherence
and identifies areas for improvement
achieved through objective setting that
supports the overall business strategy.
We actively and consciously source and
procure raw materials, third-party products,
and services in an ethical, sustainable,
and socially conscious way, with quality
agreements in place that set out minimum
acceptable standards.
We continue to track product safety and
quality and strive to make improvements
to working conditions and environmental
performance across the group and our
supply chain. We audit compliance against
our standards and monitor the ethical and
environmental compliance of our suppliers
using the SEDEX (Sedex Members Ethical
Trade Audit – SMETA) and Qadex systems.
Our manufacturing sites undergo routine
ethical audits in accordance with the
Ethical Trading Initiative (ETI) code, as a
requirement of our SEDEX membership.
Audit reports are shared on the SEDEX
platform, which includes data on labour
rights, health and safety, environmental
practices, and business ethics.
The Group annually tests business
continuity processes and procedures,
to protect customers, consumers, and
the communities in which we operate.
Our processes and procedures meet
global best practice guidelines, regulatory
requirements, and the advice of local
health authorities to ensure the quality, safe
production, and distribution of the Group’s
products.
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Strategic Report Financial Statements Additional Information
71
In February 2024, the Group worked with
RQA, a leading product risk consultancy, to
undertake a mock product recall exercise
across our Wellpark and Clonmel sites.
This demonstrated that our processes are
sound and provided insights into how we
can further improve our approach. These
improvements are being incorporated
into our ways of working. Our Clonmel
and Matthew Clark sites continue to
be ISO14001 accredited for effective
environmental management systems.
Wellpark is currently going through the
process to secure ISO14001.
Our Wellpark and Clonmel manufacturing
sites have the highest standard of BRCGS
accreditation of AA+ achieved in March
and October 2023, respectively. During
the year, the Group were audited by the
Soil Association to maintain our licence
to import and sell organic products and
passed with zero-non-conformances.
Further retailer audits were carried out at
Clonmel and Wellpark to ensure that we
maintain the highest standard in systems
and processes. The sites also undergo
retailer audits for manufactured products, as
well as FEMAS (Feed Materials Assurance
Scheme) (animal feed) and AOECS (Gluten
Free products) certification.
Water Optimisation and
Conservation
As part of our sustainability commitment,
we remain committed to reducing our water
usage. C&C Group has a water efficiency
target of 3.4:1 (Water Ratio of hectolitres
extracted versus hectolitres produced). In
FY2024, via a combination of continuous
improvement activity to engage team
members and projects that reduce our
carbon footprint that also support water
reduction (less process steam used = less
water required), the Group achieved a
water-efficiency ratio of 3.2:1. Since 2020
(base year), water usage at both Wellpark
and Clonmel has reduced (21% and 23%
respectively).
Initiatives that have contributed to our
strong water ratio performance include
condensate recovery, rinse recovery and
the introduction of air rinsing to the Wellpark
can line, as we have already installed in
Clonmel.
In addition, Anaerobic Digestion (water
treatment) plants are fully operational at
both Wellpark and Clonmel and have
reduced our sites’ wastewater emissions
and improved the quality of our wastewater
discharged by c. 90%.
In FY2024, C&C again participated in the
CDP Water Security questionnaire and
achieved a C rating.
Sustainability Report
(continued)
Waste Minimisation and
Circularity
Across our manufacturing sites, C&C
Group has maintained a commitment
to Zero Waste to Landfill. Our waste
management policy is guided by a waste
hierarchy approach, prioritising prevention,
reuse, and recycling where possible. In our
manufacturing sites, waste materials are
source-segregated, and in all operations
waste minimisation and prevention is
prioritised. We routinely monitor our waste
streams for contamination and target
improvement through our waste KPIs.
100% of our manufacturing by-products are
recycled for use as animal feed or organic
compost. Over 20,000 tonnes of spent
grain and apple pomace were used as
animal feed, with the remainder of our waste
either recycled or sent for energy recovery.
100% of our products are sold in containers
that can be recycled and 28% is already in
returnable formats.
In 2022, as part of a Scottish Government
funded initiative, Tennent’s conducted
a Circular Economy Assessment with
Zero Waste Scotland (‘ZWS’) and leading
environmental consultancy, Eunomia. The
results of this assessment have shaped
our Group approach and as part of our
continued commitment to circular economy
principles, the Group is exploring further
circular opportunities in our operations and
to develop a pathway towards adoption
and implementation of those opportunities.
ZWS profiled a case study of the work with
Tennent’s on their website in February 2024.
72
C&C Group plc
Annual Report 2024
Sustainably Source
Our Products &
Services
Collaboration with our Apple and
Barley Growers
C&C Group is committed to sourcing
our raw materials from local sustainable
sources. All apples crushed at the Clonmel
site to produce Bulmers and Magners
cider are sourced from the Island of
Ireland. As well as having 165 acres
of our own orchards in Co. Tipperary,
there are over fifty partner growers on
the Island, with whom we work closely.
The health and sustainability of the Irish
apple growing sector is therefore central
to C&C’s strategy. A key aspect of apple
orcharding is the health of the population
of bees and other pollinating insects. As
part of our commitment to protect the
biodiversity of bees, C&C is a patron of the
All-Ireland Pollinator plan and patron of the
South Tipperary Bee-Keepers Association
who carry out activity on the protection
and promotion of the species in our
Redmonstown Orchard, where we maintain
over 13km of healthy hedgerows to support
the bee and pollinator population and
maintain strong biodiversity in the area.
We also recognise that, since our products
are based around agricultural inputs,
investment in techniques which increase
yields for our apple growers also serves
to provide greater resilience in our supply
chain – for example, diversification of crop
varieties helps to minimise risks relating to
variable weather patterns and harvests.
In Scotland, our Tennent’s beers are
brewed using 100% Scottish malt. We
seek to support the growers of our key
raw materials such as barley and wheat
through long-term supply arrangements,
with sustainability a key consideration.
Malting barley is only purchased from farms
with current and up-to-date, independently
audited farm assurance schemes. 75%
supply of malt is Food Standard Agency
(FSA) Gold accredited and the balance is
Red Tractor assured, which ensures the
best environmental practices are adhered
to.
Supply Chain Engagement
At C&C Group, integration of ethical and
sustainable practices to our procurement
processes contribute to the delivery of our
three core values. Analysing procurement
processes through the lens of ESG
identifies risks (modern slavery, human
rights violations, and corruption) and
opportunities (ethical practices, supply
chain resilience and waste reduction)
enabling optimisation of systems. Our
Ethical and Sustainable Procurement
(‘E&SP’) Strategy is underpinned by our
E&SP Policy, to ensure supplier alignment,
with proactive engagement with our supply
chain a priority. We ask that suppliers
comply with C&C Group’s Code of Conduct
and Modern Slavery policy as a prerequisite
of trade. To support delivery C&C Group
have created a E&SP Steerco comprising
Governance Report
Strategic Report Financial Statements Additional Information
73
cross departmental collaboration and the expertise of an external consultant to generate a
five-year roadmap designed to enable C&C Group to be a leader in this field by 2029, and
support and guide our supply chain to align with our practices and values.
Initiative Progress Targets
Ethical and
Sustainable
Procurement
(‘E&SP’)
Strategy
Code of Conduct / Modern
Slavery compliance.
Undertake E&SP benchmarking
review with external consultants
to create organisational roadmap
to move beyond compliance to
leadership by 2029.
E&SP KPIs:
• Code of Conduct / Modern
Slavery compliance – 93%
achieved versus 100% target
• CDP Supplier Screening 67
suppliers signed up versus a
target of 55. (48% of Scope
3 emissions versus target of
45%)
CDP Supply
Chain
Engagement
Programme
CDP awarded C&C Group
plc an A- rating for Supplier
Engagement, acknowledging
our performance on
governance, targets,
scope 3 emissions, and
value chain engagement
in the CDP climate change
questionnaire.
Engage strategic supply chain
partners in CDP and request
that they disclose climate-related
information to allow us to use
the reported data to measure
supplier environmental impacts
and collaborate with them to
track progress of sustainability
goals and/or commitments.
The Group will again deliver a
CDP Supplier Webinar in FY2025
to support suppliers in their
disclosure.
ISO 14001 The Group has achieved the
ISO 14001 certification for
its Clonmel, Matthew Clark
(Whitchurch, although scope
covers all vehicle emissions
including commercial fleet
and all waste and packaging
requirements) and Bibendum
sites.
Maintain ISO 14001 certification
and extend to additional sites.
Wellpark are in the process of
attaining accreditation.
MSCI ESG
Ratings
Progression in ranking to
AA (Jan 2023) versus A (Feb
2022)
Maintain AA rating in FY2025.
Bibendum Wine
At Bibendum, furthering our sustainability
agenda is a question of culture – ensuring
the right decisions are made at every big
and small step of the way. Bibendum’s Vivid
charter was founded in 2008, and we are
one of the few UK drinks businesses with
ISO 14001 accreditation, first awarded in
2011.
Bibendum partners with mindful producers,
while pursuing a positive impact on the
planet and communities. Collaboration
focuses on practices such as organic
and biodynamic viticulture, ISO 14001
certification, carbon emission reduction,
water management, waste reduction and
recycling, and ethical working conditions.
There is a consistent focus on sustainability
throughout our events and communications
in the year. Bibendum has recently
joined the Harpers Sustainability Charter
as a Sustainability Champion, and the
Sustainable Wine Roundtable. Both
membership organisations provide a greater
opportunity for knowledge sharing and
collaboration across the wine producing
supply chain.
Sustainability Report
(continued)
74
C&C Group plc
Annual Report 2024
Ensure Alcohol
Is Consumed
Responsibly
Alcohol Awareness
At C&C Group plc we acknowledge the
key role we play in social responsibility
in the local communities we serve. We
are 100% committed to the responsible
marketing of alcohol and promoting the
moderate consumption of the products we
manufacture and distribute, to ensure they
are enjoyed safely by consumers.
In March 2024, the C&C Board approved
the Group’s Responsible Marketing Code
(RMC). (Please see www. Policies &
Terms – CC (candcgroupplc.com)). This
sets out our commitment to responsible
marketing, guiding every aspect of our
marketing activities including but not
limited to research and development,
communications, promotion, sponsorship,
experiential, sampling, and packaging.
Central to the RMC is ensuring that all our
marketing activities are only ever directed at
adults over the legal purchasing age (LPA) in
the relevant territory, and to encourage the
moderate consumption of our products.
The RMC is mandatory for all our marketing,
sales, promotion, and communications
activities for both the brands which we
own, but also for third-party brands where
we control (and are responsible for) the
marketing of such brands.
Minimum Unit Pricing (‘MUP’)
C&C Group plc are committed to the
responsible promotion of alcohol. We have
been strong supporters of Minimum Unit
Pricing since proposals were first raised in
2011. We believe that minimum unit pricing,
as part of a range of health measures, is
an important step in tackling the availability
of strong cheap alcohol, irresponsible
consumption among a minority of drinkers,
and alcohol harm. In FY2024, the Group
participated in the Scottish Government’s
review of MUP and advocated its
continuation post sunset clause. We
continue to support the introduction of MUP
in all the territories where we operate.
Promoting 0%, Low Alcohol &
Low-Calorie Variants
Recognising the evolving trends around
consumer moderation and reduced
consumption, C&C has introduced low/
no alcohol and low-calorie variants of its
core brands. This is supplemented by the
Group offering a broad range of third-party
low/no alcohol and low-calorie variants to
meet increasing customer and consumer
demand.
Social
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Strategic Report Financial Statements Additional Information
75
Reductions in Alcoholic strength
By Volume (‘ABV’)
The Group recognises that consumers are
increasingly choosing lower ABV beers and
ciders as part of a healthy lifestyle and, as
a result, has taken the decision to reduce
the ABV of some of its brands: Tennent’s
Light (3.5%-3.4%), Tennent’s Special (3.5%-
3.4%) and Heverlee (4.8%-4.4%). Reducing
the alcohol content of some of our brands
will also help remove tens of thousands of
alcohol units across the UK and Ireland,
aligned to our long-held commitment to
promoting moderation.
Alcohol Labelling
Consistent with our commitment towards
responsible alcohol consumption, and to
ensure that consumers are provided with
the full information on our products, we
continue to work to display Portman Group
Best Practice Labelling on the primary
packaging of our major beer and cider
brands in the UK, including.
• Unit alcohol content per container
• Pregnancy logo/message
• Active signposting to Drinkaware.co.uk
• Chief Medical Officers’ Low Risk Drinking
Guidelines 2016
• Calorie information
• 18+
• Drink drive warning
• Pregnancy warning
In Ireland, the Group continues to work
to meet the labelling requirements of the
Public Health (Alcohol) Act requirements by
2026.
Alcohol Awareness Training
C&C is 100% committed to the responsible
promotion of alcohol and adherence
to all legislation, and the self- and co-
regulatory codes in the UK and Ireland.
All C&C colleagues working in marketing,
communications, corporate affairs, and
legal functions undertake mandatory
training on the CAP/BCAP and the Portman
Group Codes of Practice in the UK and
CopyClear in Ireland, every two years. This
builds colleague capability, protects our
license to operate, our brands’ reputation
and, most importantly, our consumers and
society. All new colleagues, in marketing,
communications, corporate affairs and
legal functions, should undertake the
training within three months of starting their
role. During FY2024, all c120 Marketing,
Communications and Group Legal
colleagues at C&C completed this training.
Updated responsible marketing training will
be rolled out to all relevant colleagues again
in FY2025.
The Group also partners with leading
alcohol charity, Drinkaware, to provide
our colleagues with access to e-learning
resources to improve alcohol awareness
and understanding. The training is designed
to support colleagues’ health and wellbeing
and ensure a safe working environment.
Sustainability Report
(continued)
Target zero instances of non-
compliance with industry and
regulatory marketing codes.
In November 2023, following an audit at
Clonmel, the Health and Safety Executive
(HSE) Ireland found C&C in breach of
regulations around claims on Magners
bottle labelling that our Irish Ciders are
made with apples "Harvested from our
sun-drenched orchards in the heart of
Co. Tipperary". HSE also questioned our
communications stating that our ciders
are “Suitable for Celiacs.” The Group has
worked with HSE on actions and timings to
resolve this non-compliance.
Supporting Drinkaware and
Drinkaware.ie
We include “Drinkaware” & “Drinkaware.
ie” and responsible drinking referencing
prominently on all our owned brand
communications (including TV, out of home,
social media and on our sponsorship media
assets) in the UK and Ireland.
Portman Group
C&C continue to support Portman
Group, the social responsibility body and
regulator for alcohol labelling, packaging
and promotion in the UK, whose aim is to
deliver higher standards of best practice
and ensure the responsible marketing and
promotion of alcoholic products.
The Group accesses Portman Group
services including training and advice
on how to market in line with Codes of
Practice and research into alcohol trends.
C&C participates fully in all Portman
forums including Council and Public Affairs
Directors meetings and supports their work
on key industry initiatives including launch
of Alcohol Alternatives Guidance – publicly
welcomed by Public Health Minister Dame
Andrea Leadsom MP and responses
to Government consultations including
Scottish Government Alcohol Marketing
Restrictions, Minimum Unit Pricing Price
Review and UK Government low and no
product descriptors consultation.
76
C&C Group plc
Annual Report 2024
Enhance Health and
Safety, Wellbeing
& Capability of
Colleagues
Our main priority will always be the health,
safety, and wellbeing of our employees;
recognising the key importance of delivering
better safety standards and improving the
wellbeing of our colleagues. C&C Group
prioritise the continual improvement of
occupational health and safety standards.
Establishing a positive health, safety and
wellbeing culture is essential to protect
workers and uphold productivity.
Safety First
At C&C Group, our Health and safety vision
is that all colleagues are ‘safe home every
day.’
To help improve Health and Safety across
the Group, we set KPIs to reduce both
Reporting of Injuries, Diseases and
Dangerous Occurrences Regulations
(‘RIDDOR’) and Lost Time Incident Rate
(‘LTIR’), for employees, agency staff and
contractors, by 10% (versus FY2023). We
failed to achieve these KPIs in FY2024.
Tracking shows that the highest incidence
of C&C RIDDOR and LTIRs again occurs in
Warehousing and Distribution sites across
the Group, and we have seen an increase
in both RIDDORs and LTIRs at Clonmel,
however Wellpark Brewery has set a record
number of days since having an LTIR..
To restore service levels across our depot
network following the significant challenges
and disruption associated with the
implementation of our Enterprise Resource
Planning ('ERP’) transformation in February
2023 in the Matthew Clark and Bibendum
(‘MCB’) business, has seen a continued
overreliance on agency colleagues,
contributing to C&C again missing to hit our
RIDDOR and LTIR KPIs.
FY2023 Base
Restated KPI
(10% reduction)
Performance
FY2024
Reduce by 10% YOY (Year Ove– Year) -–
RIDDOR - Reporting of Injuries, Diseases
and Dangerous Occurrences Regulations
(incidents per 100,000 hrs) 0.65 0.59 1.10
Reduce by 10% YOY–- LTIR - Lost Time
Incident Rate (incidents per 100 employees) 0.15 0.14 0.18
Governance Report
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77
In FY2024, across the Group we reported
62 RIDDORs and 61 LTIRs. C&C has
experienced no work-related fatalities
during FY2024.
To drive improvement in our Safety Culture
to ensure safety always comes first,
in FY2024 a number of initiatives were
introduced including Group H&S Committee
is now held monthly, implementation of
Safety Champions within logistics network,
working to ensure compliance with ISO
45001 standard, Toolbox Talks and Safety
Hours.
The Group continues to review and
implement H&S Standard Operational
Procedures (SOP) across all sites. These
mandate regular health and safety risk
assessments to systematically identify and
evaluate potential impact of operational
tasks or conditions on employees' health
and safety. Elements of risk assessment to
be credited include:
1. description of hazards or risk factors
identified to have the potential to cause
harm and determining the significance
of the risks.
2. periodic review of risks to reflect the
latest risks and health and safety
environment in the business.
3. presence of a preventive and corrective
action plan in the form of steps and/or
recommendations that an organization
needs to take to effectively prevent and
address the risks identified, mapped &
evaluated in risk assessments.
Each site has a documented Emergency
Evacuation plan, which is trained to each
team member (during induction and
throughout the year), emailed to all team
members who may visit sites and displayed
in communal areas. A training matrix is in
place for all roles.
Accident, hazard and near miss reporting
is trained across the sites, with QR
codes available to capture incidents. A
Compliance Schedule (detailing audits and
checks completed) is in place across Group
sites, outlining what is required weekly,
monthly, six-monthly, and annually, for the
site to remain compliant.
A contractor management process is
currently being developed for roll out
in FY2025. Safety team hold insurance
documents, job and location specific risk
assessment and method statements. This
process will include a contractor and visitor
induction to be delivered to each individual
contractor annually.
To achieve our “safe home every day” vision
across the Group, a monthly Group H&S
Committee is in place, chaired by the Chief
Executive Officer and attended by Group
Executive Committee members including
Chief Operating Officer, Chief Commercial
Officer, Chief Financial Officer and the
Group Company Secretary together with
the Group Director of H&S, Head of Internal
Audit, CS&L Director and Manufacturing
Director.
Each C&C site has their own Safety
Committee, which feeds into the Group
H&S Committee.
A new Group Director of H&S joined C&C
in April 2024. This role reports directly to
the CEO and attends Group Executive
Committee meetings, where H&S is a
standing agenda item.
With our continued focus on ensuring
consistency and rigor in our sustainability
reporting processes, C&C Group has
adopted the GRI standard for Occupational
Health and Safety reporting across all
business areas including manufacturing,
logistics and support functions.
During FY2024, using this methodology, the
group lost time injury frequency rate was
3.69 based on 200,000 hours worked. The
reportable injury frequency rate was 1.83
based on 200,000 hours worked.
Health and safety continues to be the first
priority of the Group and with this new
baseline in reporting and our ongoing
focus and initiatives, we aim to achieve at
least a 10% reduction in both lost time and
reportable injuries in the coming year.
Sustainability Report
(continued)
78
C&C Group plc
Annual Report 2024
Health & Wellbeing
Health and wellbeing external support
systems
Colleagues across the Group have
ongoing access to Employee Assistance
and Occupational Health programmes. In
addition, colleagues have 365, 24/7 access
to free and confidential mental health
wellbeing support programmes via external
specialist providers.
In Ireland, colleagues can access Health
Screening Plus which offers on site
employee health screening and lifestyle
assessments. In the UK, we have launched
C&C’s Aviva DigiCare+ Workplace, a free
employee healthcare benefit. Accessed via
an app, colleagues can access five different
services: an annual Health Check, Digital
GP, Second Medical Opinion, Mental Health
Consultation and Nutritional Consultation.
During the year, free ‘flu and Covid jabs
were again offered to all colleagues across
the Group.
Employee Resource Groups (‘ERG’)
C&C has two Group Executive Committee-sponsored Employee Resource Groups, to enhance our Health and Wellbeing efforts in key
areas identified by colleagues:
Physical–Health - how we prioritise our physical wellbeing
during times of stress and different ways of working.
Mental–Health - to ensure no colleague faces a mental
health problem alone.
These employee-led, voluntary groups
aim to foster a diverse, inclusive, and
equitable workplace. The ERGs also aim
to create a sense of belonging by inspiring
conversations, while bringing new ways
to look at issues and deliver innovative
solutions. Each ERG is sponsored by a
Group Executive Committee member, to
create and deliver these critical areas with
their ERG Members. In FY2025, we will
conduct a review of our ERGs as part of
the new two-year DE&I (Diversity, Equity,
and Inclusion) Plan and feedback from our
employee engagement survey.
Mental Health First Aiders (MHFA)
C&C Group collaborated with JB Partners,
accredited Instructor Members with
MHFA England to introduce MHFA into
the business. Our previous target to train
150 employees has been attained with
a retention of c.120. Recognising our
dedicated MHFA require continual support,
C&C Group will provide MHFA refresher
training in 2024 for those who feel they
would benefit.
Our MHFA volunteers provide initial help to
any colleague who is developing a mental
health problem or experiencing a worsening
of an existing mental health problem.
This first aid is given until appropriate
professional support is received or until the
crisis resolves.
The role of our MHFA is to:
• Raise awareness of wellbeing activities
and initiatives.
• Challenge the stigma around mental
wellbeing.
• Actively listen and signpost support to
colleagues.
• Build trust, demonstrate compassion,
and respect confidentiality.
• Collaborate with other First Aiders (and
networks) to share best practice.
• Be open and lead the charge in sharing
stories about mental health awareness.
Governance Report
Strategic Report Financial Statements Additional Information
79
The MHFA training aims to support
colleagues in how to identify, understand
and help someone who may be
experiencing a mental health issue.
Supporting our MHFA with the skills,
knowledge, and confidence to assist
employees, their family, friends, and
community is a key differentiator in our
business. To foster a culture of trust and
normalising employees seeking support
when required, C&C Group introduced their
Mental Health First Aid policy which aligns
with the training provided to MHFA and is
available to all employees.
To ensure the programme continues
to thrive and evolve, focus on how the
community of MHFA support each other
will be celebrated. The MHFA programme
is a colleague-led initiative, and we are in
the process of establishing a coordinating
committee of MHFAs to organise and lead
activities.
Employee Assistance Programme
(EAP)
Our EAP services are always available
to colleagues to help with many of life’s
challenges. They also offer short-term
counselling if required, which is free of
charge and can be via phone, video, or
face to face. Colleagues will be offered
a selection of available and suitable
counsellors for up to eight sessions.
THRIVE App
Included as part of the EAP, this app is
approved by the NHS (National Health
Service) to help manage common mental
health conditions. The app helps colleagues
to detect early signs of conditions and
helps to prevent these from escalating.
Colleagues can also use the app to track
and record their feelings and explore
different ways of thinking.
Stronger Minds
If colleagues feel anxious, worried or down
the Stronger Minds team will listen and
ensure fast access to appropriate care if
it is needed. Support includes telephone,
email or face-to-face counselling and
includes support for complex and longer-
term conditions. There is no requirement
to get a GP referral first. Counselling via
Stronger Minds is more specialised than
through EAP.
Remote working
In FY2022, C&C Group introduced our
Right to Disconnect Policy and our
Agile Working Guidelines, to ensure
that all employees' rights are preserved,
statutory obligations are met (in Ireland),
work is carried out safely and that the
working relationship between employer
and employee is balanced and the right
to maintain clear boundaries between
work and leisure is respected. Our
Right to Disconnect policy outlines an
employee’s right to disengage from work
and refrain from engaging in work-related
communications, such as emails, telephone
calls or other messages, outside normal
working hours. Our aim is to cultivate a
culture of hard work within normal hours
while fully respecting personal life and
time outside of work. Managers play a key
role in implementing these policies and
must act when an ’employees' inability or
reluctance to disconnect appears to be
linked to excessive workload, performance
issues, or whether organisational culture
is a contributing factor. If action is not
taken C&C Group have established a
formal complaint procedure and commit
that employees will be safeguarded from
victimisation during and following this
process. Complaints can also be raised
under the C&C Group ' Whistleblowing'
Policy. Whistleblower-Policy-v-6.pdf
(candcgroupplc.com)
Our Agile Working Guidelines provide a
clear steer on our approach to agile working
for colleagues who have flexibility in their
work location or working pattern to balance
business needs with individual preferences.
Agile Working is an informal arrangement
that may enable a better work-life balance
for our people, where job roles within C&C
Group do not require attendance at a
specific workplace at a particular time.
C&C4Me Platform
In FY2023 the Group launched C&C4Me,
allowing colleagues’ access to hundreds
of offers to help them save money on
purchases across hundreds of retailers.
In FY2024, the Group extended the use
of C&C4Me as a Benefits platform, with
all things relating to Employee Benefits
now housed here. Eligible colleagues can
now sign up for Private Medical Insurance
within two months of joining or at the
renewal date via the platform. Cycle to
Work (UK) launched on the platform in
August 2023 along with a Wellbeing Centre
highlighting a variety of workout videos,
recipes and mindfulness audios and a
Wellness Area housing details of all available
employee wellness tools. Approximately
400 colleagues per month are accessing
C&C4Me and have made savings of c.
€35,000 (£31,000) in FY2024. Design
updates and a relaunch are scheduled for
FY2025, and demonstrations of the site will
be provided at upcoming Benefit Fairs.
In the January 2024 Employee Engagement
Survey, colleagues scored our efforts
around Health and Wellbeing at 7.6.
Performance Reviews /
Succession Planning
To enhance alignment, engagement, and
productivity, as well as promote greater
opportunities for personal growth and
career development, our colleagues
undertake performance conversations
during the year including regular check-ins
with their line manager.
Sustainability Report
(continued)
80
C&C Group plc
Annual Report 2024
As part of our focus on talent development
and retention, we have implemented a talent
review process across the Group, which
has been implemented to Exco -3. This has
enabled us to understand our leadership
talent profile and develop our succession
pipeline. For our Exco -1, we implemented
a talent development programme to identify
personal development insights and enable
the creation of personal career development
plans.
Learning and Development
Programmes
We are committed to growing our
colleagues’ skills and capabilities and
developing their careers through investing
in personal development, we aspire to have
the most talented, engaged, and inspired
colleagues in our industry.
Our vision is to be a purpose-led employer
of choice that enables, supports, engages,
and develops great leaders and colleagues
by delivering an outstanding employee
experience.
Career development is facilitated through a
variety of structured processes, including
performance development reviews, career
conversations, and talent development
planning, colleagues are supported with
career planning toolkits to enable informed
discussions. These initiatives provide
employees with opportunities to set goals,
receive feedback, and create personalised
development plans to support their
professional growth within the business.
Our business has a leadership development
team dedicated to designing and executing
programs aimed at enhancing the skills,
capabilities, and effectiveness of both
current and prospective leaders across the
business. We also offer a range of individual
or group training programmes available
to colleagues based on training needs
and individual development plans. With a
diverse range of initiatives and resources,
we ensure that all colleagues have the tools
necessary for personal and professional
growth. This includes providing access to
a wealth of resources, documents, events,
and news updates tailored to support
colleague development, such as carefully
curated industry articles, e-books, videos,
and tutorials easily accessible through our
company intranet platform.
Learning at Work Week 2023
In May 2023, C&C Group participated
in Learning at Work week to: foster a
culture of continuous learning, empower
employees, and drive innovation. Through
an array of engaging workshops, webinars,
and interactive activities, C&C colleagues
delved into various topics such as personal
development, professional skills, and
emerging trends. The activities highlighted
that to truly flourish, learning must
become a part of our everyday lives, each
colleague should reflect upon how they can
incorporate learning into their roles, with the
support of their managers. By encouraging
a growth mindset and prioritising ongoing
development not only will colleagues
benefit but also contribute to our collective
success.
The Management Academy –
Manager Fundamental Series
In February 2024, C&C Group launched our
Management Academy, providing all our
people managers a host of learning and
development opportunities designed to
drive a performance focused, people driven
culture
The Management Academy was launched
with our ‘Manager Fundamentals’
programme, which focuses on the key
components of a great manager based on
the six fundamental skills that we believe are
essential for all people-managers to master
to drive high performance through creating
a people centric culture.
Our ‘Fundamental Skills’ series is focused
on building sustainable habits. Through
listening sessions with managers across
C&C Group, we identified the fundamental
skills and capabilities that our management
community feel they need to develop.
The six modules covered in the “Manager
Fundamentals” programme are
Communicating Like a Leader, Performance
Management, Maximising Team Potential,
Understanding People, Developing Team
Culture, Authentic Leadership.
Behavioural Enablers
Communication
Removing
ambiguity, and
facilitating clear
expectations
Performance
Linking action to
goals, and driving
accountability
People
Understanding your
team, to get the
most out of them
Potential
Optimising
capability of teams
& higlighting
strengths
Culture
Positive work
environment based
on trust and
teamwork
Authenticity
Leading by example
and instilling learnt
behaviours
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Sustainability Report
(continued)
Professional Development
C&C is committed to professional
development across all functions, including
Finance, Marketing, Sales, Operations
and HR. Support covers further education
and professional exams including SVQs
(Scottish Vocational Qualifications)
in Management, MBAs, CIMA, CIPD
(Chartered Institute of Personnel and
Development) and IBD (Institute of Brewing
and Distilling) qualifications. Alongside
the professional training programmes,
we also have an increased the number of
our colleagues studying Apprenticeship
programmes by 40% building our
functional and leadership capabilities
across Accountancy, Leadership, Sales,
Operations and Project Management.
Climate Change and the
Environment (Anti-Greenwashing)
eLearning
For 2024, to support development of
marketing capability and commitment to
responsible marketing, C&C Group have
partnered with the Advertising Standards
Authority (ASA) to deliver “Climate Change
and the Environment” (Anti-Greenwashing)
eLearning to ensure promotion of our
sustainability credentials aligns with
regulations. Training, which carries
accreditation by the ASA, is mandatory for
all C&C Group Marketing, Communications
and Legal colleagues.
Cyber Training
Our Security training programme comprises
two components: annual mandatory
security awareness training and monthly
phish tests. All colleagues with computer
accounts are automatically enrolled in both.
We track the number of phish tests a user
clicks on with the training increasing in
length and detail for those who fall foul of
multiple phish test over the course of the
year. Over the course of the year 319 users
clicked on one test, fifty-one clicked on two
tests and only seven clicked on all three
tests.
2023 saw our highest level of voluntary
completion of the security awareness
training at 1,715 users up from 1,464 the
previous year.
Embed key codes
The Group continues to roll out online policy
compliance training to all Commercial.
Procurement, Marketing and Legal
colleagues created by legal specialists,
ZING on:
• Anti-Bribery and Corruption
• C&C General Data Protection Regulation
• C&C Modern Slavery
• Competition Law - C&C Group
• Fraud Prevention
• Information Security C&C
• Other C&C Group Policies
During FY2024, 1,011 colleagues across
Group Executive Committee, Commercial,
Procurement, HR, Finance, Marketing,
Operations and Legal functions have
completed 2,773 courses, which equates to
1,386.5 hours of training.
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C&C Group plc
Annual Report 2024
Build A More Inclusive,
Diverse, and Engaged
C&C
Diversity, Equity, and Inclusion
With each review of its composition, and
when considering any appointment, the
Board has particular regard for diversity
of gender, social and ethnic backgrounds,
nationality, and cognitive and personal
strengths.
Our Board Diversity Policy sets out
the approach to Diversity of the Board
of Directors of C&C Group plc, Board
Committees and Senior Management. The
Board recognises the importance and value
of diversity and inclusion in driving good
decision making and the role of the Board
and Senior Management in ensuring that
equity, diversity, and inclusion is embedded
in our culture, and reflected in our people
and their behaviours in support of the long-
term sustainable success of the business.
The Policy is intended to assist the Board,
through the work of the Nomination
Committee, by setting objectives for
achieving Board and Senior Management
diversity in support of the long-term
sustainable success of C&C Group plc for
the benefit of its stakeholders.
While incorporating all aspects of diversity,
we support the FTSE for Women Leaders
and place a particular focus on gender
and ethnic diversity considering the Parker
Review. More information can be found on
page 128 of the Nomination Committee
Report.
Diversity, Equity & Inclusion
(‘DE&I’) Group
In July 2022, the Group established our
DE&I Group, represented by colleagues
across business areas and locations, to
drive our DE&I Strategy.
To inform our DE&I strategy and guide our
actions we are collaborating on the industry
Diversity in Grocery Partnership and Withal
Partnership.
In December 2023, C&C’s Group Executive
Committee, approved a new two-year DE&I
plan with three key areas of focus
• Champion gender diversity with a plan to
achieve 30% representation of women in
leadership roles by 2026.
• Championing employment opportunities
for those from underrepresented and
disadvantaged backgrounds at C&C by
the end of 2026.
• Create opportunities for all employees to
fulfil their potential and take responsibility
for their career.
Progress on this plan is now a standing
agenda item at the monthly Group
Executive Committee meeting.
As part of our commitment to DE&I,
we have initiated DE&I training for
colleagues. This training covers topics
such as harassment prevention, inclusive
behaviours, and unconscious bias. The
rollout began in October 2023 and will
continue in phases throughout 2024.
Gender Pay Group Reporting
At C&C, we are committed to equality and
building a culture around inclusion and
fairness. We recognise the importance of
monitoring the Gender Pay Gap and while
this is something that we report on by law,
we believe that using the Gender Pay Gap
metrics alongside other data, initiatives and
programmes will enable us to continue our
DE&I progression.
Governance
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Our Gender Pay Gap Report provides
metrics for our business units across the
UK and Ireland, as part of C&C. This sets
out the combined Gender Pay Gap metrics
for all 2,326 UK employees (covering Great
Britain and Northern Ireland) and all 518
Irish employees, as we believe this provides
a more meaningful and transparent
disclosure. We have not published
combined Gender Pay Gap metrics for all
employees across the Group, given the
differences in calculation methodology
between the GB Regulations and Irish
Regulations.
The Group are pleased that our 2023 Mean
and Median Gender Pay Gap metrics for
the UK and Ireland are in favour of female
employees, indicating that the average pay
for female employees is higher compared to
male employees. Gender Pay Gap metrics
continue to be lower than the national
averages across the UK and Ireland. Whilst
this is a positive step, only 26% of our UK-
based workforce and 14% of our Irish based
workforce are female. However, we have
strengthened our efforts to recruit women
into Leadership roles and have achieved
a noticeable change, 42% of our Group
Executive Committee and 57% of all CEO
direct reports, are female.
We acknowledge there is still more to do
to increase the representation of women
across our business.
In the medium-term, we will be focusing on
two priorities to continue to drive progress
in this important area:
• Aim to attract female talent into our
organisation into roles and business
areas that have previously been less
gender balanced.
• Aim to retain female talent in our
organisation by identifying personal
growth and development opportunities
and embedding clear succession
planning.
We also recognise that gender parity is just
one measure of an inclusive workplace. We
are continuously focused on progressing
DE&I across the Group and during 2023 we
completed a number of initiatives relating
to talent attraction and talent development,
including
Talent Attraction
Our ambition is to build our female talent
pipeline both internally and externally.
• We are rolling out Recruitment and
Selection training for Managers focused
on unconscious biases to ensure fair and
objective evaluation of candidates.
• We will introduce diverse interview
panels.
Talent Development
• We have developed the C&C Leadership
Behavioural Framework to guide our
leaders in demonstrating our core values
of Joy, Quality and Respect. These
values will be integrated within our people
practices, including our recruitment and
talent development policies.
• We continue to invest in our people
providing training and development
opportunities focused on building
leadership capabilities and we are
supporting our talent through individual
development plans.
• We have introduced regular site briefings
and dedicated sessions at team meetings
to raise awareness of DE&I.
• In FY2024, our Employee Resource
Groups across Mental Wellbeing,
Physical Wellbeing, Working Parents
and Menopause continued to guide our
programmes in these areas. In FY2025,
we will conduct a review of our ERGs as
part of our new two-year DE&I Plan and
employee engagement survey feedback.
With the support of our colleague DE&I
Group, we will continue to develop and
deliver against our DE&I strategy, a core
part of which is focused on increasing the
representation of women across the Group.
Colleagues acknowledge our efforts
around DE&I, scoring our initiatives 7.5 in
the January 2024 Employee Engagement
Survey.
Family Leave Policies
At C&C, we foster a welcoming culture
where everyone feels comfortable to be
themselves, with people’s wellbeing a key
priority for us.
Sustainability Report
(continued)
84
C&C Group plc
Annual Report 2024
As part of our commitment to diversity,
equity, and inclusion, we have enhanced
our Family Leave policies to ensure that
everyone at C&C is enabled to balance their
working responsibilities with their personal
priorities and the important people in their
lives.
We are proud that our suite of Family Leave
policies – a significant element of our C&C
Reward & Benefits offering – are in line or
are more generous than current market
practice.
Maternity and Adoption Leave
All colleagues taking Maternity and
Adoption leave to receive 26 weeks’ paid
leave.
Paternity Leave
All colleagues taking Paternity leave to
receive two weeks’ paid leave.
Parents Leave
Colleagues are entitled to seven weeks’
paid leave during the first two years of the
child’s life or, in adoption cases, within two
years of the placement of the child.
Parents leave can be taken as a seven-
week block or separate periods of minimum
one whole week block, agreed in advance
with line managers, with a minimum of six
weeks’ notice.
Parental Leave
Colleagues are entitled to 26 weeks’ unpaid
leave for each child and adopted child, up
to specific birthdays.
Compensation for extra or atypical
working hours
Local arrangements for compensation for
extra or atypical working hours have been
established, and where relevant, these
have been agreed upon with trade unions.
These arrangements are customised to suit
the specific requirements and regulations
of each local area, ensuring adherence
to relevant labour laws and collective
bargaining agreements.
Communication to all employees
of remuneration process
At C&C, remuneration practices receive
thorough consideration throughout the
organisation. The HR Officer regularly
updates the Board on remuneration
structures, salary reviews, and benefits.
Executive Director pay is overseen and
decided by the Remuneration Committee,
informed by a Group-wide annual salary
review. Additionally, our Chair of the
Remuneration Committee provides regular
updates to the Committee on Company-
wide remuneration policy, pay matters,
and our commitment to equitable rewards,
including discussions on the growing
use of ESG measures in goal setting and
Shareholder expectations.
Employee representatives or
employee representative body
(e.g. works council)
Maintaining trade union recognition across
our manufacturing and logistics network,
we have also established both local and
national employee forums attended by
staff representatives and members of the
management team. Approximately 53%
of our workforce across all locations are
covered by formal collective agreements
concerning working conditions and formally
elected employee representatives.
Employee Engagement Tracking
Colleague engagement is a key priority for
C&C Group and is an agenda item at each
Board and Group Executive Committee
meeting.
We are committed to creating an inclusive
culture at C&C, where everyone feels
valued, safe, respected, and comfortable
to be themselves. Our aim will always be
to make C&C a great place to work for all
colleagues, with the Peakon survey being
a key channel to capture their views. In
FY2024, all C&C colleagues were surveyed
via Peakon in May 2023 and January 2024.
These surveys, submitted anonymously,
look to identify where we are as a business
and how our values reflect colleagues’
experience working at C&C.
The May 2023 survey told us that we need
to remain focused on three key areas:
Strategy, Organisational Fit and Reward.
Colleagues told us that they would value
more insights on our company progress
and strategy to ensure everyone is regularly
updated. In September 2023, we launched
Group-wide Executive Committee led
quarterly colleague briefing sessions,
providing regular content covering Our
Customers; Our Brands; and Our People
aligned to our Strategy. In the run up to
our business trading announcements,
colleagues will receive updates covering
Performance; Strategic Priorities; Customer
Service; Employee Proposition; Focus
Areas; and Recognition.
In October, we announced a revised
Operating Business Model and Group
Executive Committee alignment, signalling
positive changes in the way we operate as
a business to set ourselves up for success,
leveraging best practice, streamlining
processes, and investing in the right areas
to drive growth, including technology
enablers. The Group continues to make
great progress to ensure that each Group
Executive Committee member aligns
with delivering our strategy including the
appointment of our Chief Financial Officer,
Chief People Officer, Chief Marketing
Officer, and Chief Technology Officer roles.
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As part of our learnings and advancements
we have made across DE&I, we have
enhanced our suite of Family Leave
policies. Our Family Leave policies ensure
that everyone is enabled to balance their
working responsibilities with their personal
priorities and the important people in their
lives.
In January 2024, 78% of colleagues
completed the Peakon survey, an increase
of 5% since May, with an Engagement
Score of 7.1, which also shows a slight
increase on May. Colleagues also provided
almost 15,000 individual comments –
adding further depth and insight into
their views, helping the Group Executive
Committee and leadership teams identify
priority areas to progress. The Group is
committed to improving Engagement and
recognises that there is work to do. In
April, the C&C Executive team reviewed
the January survey results to identify key
themes and develop a group-wide action
plan. In addition, each Group Executive
Committee member will be reviewing their
function’s results with their leadership
teams, to communicate results and build
functional, team and individual actions
plans to deliver improvement. To improve
engagement, on-line resources are
provided to all line-managers to review,
respond, and action Peakon Data feedback
from their teams.
Non-Executive Director (NED) /
Employee Engagement
Our two newly appointed Designated
Employee Non-Executive Directors
hosted employee engagement sessions in
FY2024, and a full year plan is in place for
FY2025 across the group locations These
“listening sessions” allow our Non-Executive
Directors to bring colleagues' voices into
Board discussions so that these can be
considered in Board decision-making.
These sessions build on existing employee
engagement opportunities and the Group’s
continuing efforts to develop a culture of
informality, transparency, and trust. The
aim is to provide a further opportunity to
increase two-way dialogue between the
Board and all employees.
Whistleblowing with confidence
At C&C, we work hard to foster a safe,
inclusive working environment. We have
a zero-tolerance policy for all forms of
bullying, harassment, and discrimination,
and we want to ensure that everyone at
C&C can speak up about injustices they
experience or witness.
Colleagues can raise any concerns they
may have about themselves, a colleague
or our working environment via the HR
Advice Team and Vault, a simple, safe, and
confidential digital application.
There were 5 instances of “concern or
suspicion related to ethical or compliance
related wrongdoing in the Group” raised
via Vault in FY2024 (out of 142 instances of
concerns raised across the Group).
Human Rights
We do not condone and will not knowingly
participate in any form of human
exploitation, including child, forced or
compulsory labour, slavery and people
trafficking. We refuse to work with any
suppliers or service providers who
knowingly participate in such practices or
who cannot demonstrate to us sufficient
controls to ensure that such practices are
not taking place in their supply chains.
Our approach is reflected in our Code of
Conduct and Modern Slavery Statement,
which we ask suppliers to comply with
as a condition of trade. We also carry
Sustainability Report
(continued)
out diligence audits and checks on our
suppliers to ensure that they have in place
and adhere to appropriate ethical policies,
with KPIs for those areas where we believe
the potential impact on the Group is
material. A process is in place internally to
address and remediate any instances of
non-conformance. A copy of our Code of
Conduct and Modern Slavery Statements
are available on our website.
Anti-Bribery and Corruption
Our Anti-Bribery and Corruption Policy
and accompanying training materials are
designed to be straightforward and direct
so that it is clear to all employees what
they may or may not do as part of normal
business transactions. The Policy applies
to all colleagues in the Group equally. It is
written to ensure that legitimate and honest
business transactions can be distinguished
from improper and dishonest transactions.
This Policy and the accompanying training
will be tracked to monitor understanding
and adherence to the Policy. KPIs have
been established for those areas where we
believe the potential impact on the Group
is material. During FY2024, no incidences
of bribery or corruption were uncovered
across the Group.
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C&C Group plc
Annual Report 2024
Collaborate With
Government,
NGOs, and Industry
Programmes
Building Meaningful Charity
Partnerships
The C&C Group is committed to the
communities in which it operates and
undertakes a range of initiatives that benefit
our local communities.
Big Issue Group
C&C Group are now in the second year of
a three-year partnership with the Big Issue
Group (‘BIG’), whose aim is to change
lives through enterprise for marginalised
communities across Great Britain. This
partnership is aligned with our charitable
agenda across homelessness, addiction,
mental health, and poverty. Working with
C&C colleagues and the brilliant team at the
BIG, we are looking to play a meaningful
part in tackling these complex social issues.
The partnership focuses on four priorities –
Year One Highlights:
• Big Issue Foundation and Big Issue Pitch
Supporting vendors with immersion and
education opportunities, allowing them
to access C&C sites and facilities and to
engage and sell magazines to colleagues
through Sheltered Pitches. C&C hosted
seven Sheltered Pitches across our sites
in FY2024.
• Employability Programme – Big
Issue Recruit Offering opportunities
for vulnerable people into work and
mainstream living. We have committed
to placing 15 Vendors each year in
employment across the Group. During
the first year of our partnership, we
welcomed six vendors to C&C Group.
• Big Issue Invest Mentoring opportunities
between C&C colleagues and Big Issue
vendors, offering practical training,
support, and skills development. Three
C&C colleagues mentored in first cohort
of the Big Issue and Power Up London
Accelerator Programme. Additional C&C
colleagues will join the second cohort of
Power Up London due to launch in April
2024.
• Cause Related Marketing Campaigns
Collaborate on joint campaigns including
colleague fundraising. In the first year of
our partnership, C&C colleagues raised
over £8,000 for the Big Issue through
a number of initiatives including, ten
colleagues who participated in the Three
Peaks Challenge, an iconic 24-hour hiking
adventure, taking in around 26 miles of
stunning UK National Park scenery and
some of the best views across Great
Britain.
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Colleague Volunteering & Charity
Policy
We know that volunteering creates mutual
benefit for C&C, our local communities,
and our colleagues. Alongside a positive
contribution to the local economy,
volunteering also enhances the health,
wellbeing, and capability of colleagues. To
support this, C&C has in place a Colleague
Volunteering & Charity Policy, which offers
colleagues time off to volunteer, whether
it be through Big Issue Group, Inner City
Enterprise (ICE) partnerships, or local
charities, community initiatives and causes
that are of personal interest or relevant to
our brands and Business Units.
Inter City Enterprise (ICE) - Ireland
In September 2023, C&C Group announced
an extension of our partnership with ICE,
our valued community partner in Ireland.
ICE is a not-for-profit charity established
in 1992 and relaunched in 2012 to help
unemployed individuals to establish their
own businesses in Dublin’s Inner City
supporting over 4,000 businesses in this
period. Our partnership strives to benefit
both parties, C&C Group partaking in
mentoring roles for enterprise participants
and delivering training sessions covering
important business requirements to
attain success. C&C Group employees
volunteering their time will be given the
opportunity to share their skills and
experience with ICE participants benefiting
their own career and personal development.
C&C Group further supports ICE by
arranging fundraising events including
the Four Peak Challenge completed by
colleagues in 2023. Four Peaks is an iconic
48-hour endurance hiking adventure,
climbing the highest peaks in each of the
four provinces of Ireland. The event raised
over €2000 for ICE to support projects and
participants.
Big Issue Big Recruit
As part of our thriving three-year
partnership with The Big Issue, a key
priority for C&C Group was to build
on our legacy of existing outreach
initiatives which have empowered people
from marginalised communities into
work. Working with Big Issue Recruit,
a specialist recruitment service from
the Big Issue Group, we have made a
commitment to provide at least 45forty-
five employment opportunities with
the C&C Group by September 2025.
Having set up our employment pathway,
we have recently welcomed six new
colleagues into roles across our Wellpark
and Park Royal (now Orbital West) sites.
Mokhammed, pictured, is one of our six
new colleagues who has recently joined
us just 12 months after leaving Ukraine
and fleeing with his young family when
the war broke out in early 2022.
Mokhammed’s first thought was his
family when he heard gunfire and tanks
rumbling through his home city Kyiv, as
Russia launched its attack on Ukraine.
He feared for his young children and
pregnant wife, he knew they had to flee.
Mokhammed had been a salesperson
in a bazaar in Kyiv before the war broke
out.
With his family, Mokhammed initially fled
to Germany, where they applied online
for Ukraine Family Scheme visa in the
UK. “We know a little bit of English,” he
says. “That’s why we came here. It was
my dream country when I was a child.”
Mokhammed met Shak Dean, a Big
Issue Recruit Job Coach at a job fare
for Ukrainian refugees at Hounslow
Job Centre who offered to support
Mokhammed into work. Just over
12 months after leaving Kyiv and
fleeing to the UK, Mokhammed has
now embarked on a new career as a
warehouse operative with C&C Group.
Sustainability Report
(continued)
Case Study
C&C Group and The Big Issue Partnership
88
C&C Group plc
Annual Report 2024
Other Community Partnerships
C&C Group continues to support a range
of charitable organisations across GB and
Ireland.
In 2024, Matthew Clark again partnered
with PubAid and the All-Party Parliamentary
Beer Group to support the Community
Pub Hero Awards, recognising the critical
role that hospitality plays across the UK in
helping communities.
Tennent’s has a longstanding partnership
with The Benevolent Society of Scotland
(‘The Ben’), which aids people of all ages
who have worked in the licensed trade for
at least three years full-time. Beneficiaries
receive annual financial assistance as well
as discretionary grants for emergency
situations.
Now in its third year, the “SpotLight Project”
sees Tennent’s Light invest 3.4% from every
pint and bottle sold to support Scotland’s
up-and-coming creative talent. In FY2024,
this saw Tennent’s Light has partner with
Scotland’s festival for music discovery,
Tenement Trail in October in Glasgow. C&C
Group is a funder and active member of
Drinkaware and Drinkaware.ie, who lead on
educating consumers about responsible
alcohol consumption. In addition, we
support Best Bar None in Scotland, a
national accreditation and award scheme
for licensed premises. Participants are given
support and advice to improve the safety of
their staff, premises, and customers and to
adopt high management standards.
We are members of the UK’s National
Association of Cider Makers (‘NACM’),
which works closely with apple growers and
the agricultural communities in cider regions
in the UK. This working relationship puts
us at the heart of many UK Government
discussions relating to the responsible use
of alcohol. The NACM is also engaged
with tax and regulatory departments and
opinion-forming bodies having an interest
in cider and alcohol generally. We are
also members of the British Beer and
Pub Association, Wine and Spirit Trade
Association and the European Cider and
Fruit Wine Association.
In Ireland, C&C are members and actively
support the work of Drinkaware.ie, the
Licensed Vintners Association, the Vintners
Federation of Ireland, and Hospitality Ulster.
In FY2024, the Group has responded to UK
Governments consultations including low
and no product descriptors and Extended
Producer Responsibility (EPR) Regulations
(UK) and Alcohol Marketing Restrictions,
Minimum Unit Pricing Price Review.
(Scotland).
Deposit Return Scheme
UK
C&C Group supports the aims around the
introduction of an efficient and effective
Deposit Return Scheme (DRS). Our stated
preference since proposals were fist
announced back in 2017, is that, to minimise
cost and complexity and offer the best
chance of achieving the stated objectives,
there must be one fully interoperable
scheme, introduced at the same time,
across the four nations of the UK.
We continue to work with all Governments,
officials, industry, and Trade Bodies to meet
the new go-live target date of October 2027.
Ireland
C&C worked with Re-turn, the scheme
administrator in Ireland, customers, and
suppliers on the implementation of DRS on
1st February 2024.
Minimum Unit Pricing (‘MUP’)
Scotland
From late 2017, C&C have participated
directly in an advisory group supporting
the portfolio of studies to assess this
ground-breaking legislation. C&C supported
Public Health Scotland, which was tasked
with evaluating the implementation by
the Scottish Government, by regularly
contributing to improving the studies and
assessments of the economic impacts of
MUP, via the Economic Advisory Group
(‘EAG’).
C&C offered analytical expertise,
introductions to research agencies, and
expert assistance to testing and interpreting
some of the observed findings. Our
objective was, and remains, to ensure the
best possible evaluation of this pioneering
legislation.
In the recent consultations on the
continuation and level of pricing to be
applied from 2024, C&C Group again
highlighted that we have supported
Minimum Unit Pricing since proposals
were first raised in 2011. A cross functional
working group is working alongside our off-
trade partners, to prepare for the new 65p /
unit level (from 50p / unit) to be introduced
on 30 September 2024.
We continue to believe that minimum
unit pricing, as part of a range of health
measures, is an important step in tackling
the availability of strong cheap alcohol,
irresponsible consumption among a
minority of drinkers, and alcohol harm. We
continue to support the introduction of MUP
in all the territories where we operate.
Tax
The Group takes its responsibilities as a
corporate citizen seriously. This includes
respecting and complying with local
tax laws and paying the required and
appropriate levels of tax in the different
countries where we operate. We claim the
allowances and deductions that we are
properly entitled to, for instance, on the
investment and employment that we bring
to our communities. We benefit from having
always been an Irish company, established
in the Republic of Ireland’s corporate
tax environment, with our major cider
production unit located in Clonmel and
the Group is headquartered in Dublin. The
majority of the Group’s profits are earned
in Ireland and the UK, which both have
competitive corporation tax rates compared
with the European average. In Ireland and
the UK, we remit substantial amounts of
duty on alcohol production, as well as VAT
and employment taxes.
Governance Report
Strategic Report Financial Statements Additional Information
89
90
C&C Group plc
Annual Report 2024
Governance
Report
91 Governance at a Glance
92 Directors and Officers
94 Corporate Governance Report
108 Directors’ Report
114 Audit Committee Report
123 Environmental, Social and
Governance Committee Report
127 Nomination Committee Report
136 Directors’ Remuneration
Committee Report
164 Statement of Directors’
Responsibilities
Board Leadership and Company Purpose
This can be found on pages 98 to 99
Division of Responsibilities
This can be found on page 101
Composition, Succession and Evaluation
This can be found on pages 103 to 104
Audit, Risk and Internal Control
This can be found on page 106
Remuneration
This can be found on page 107
Governance at a Glance
Purpose
Play a role in every drinking
occasion, delivering joy to our
customers and consumers with
remarkable brands and service.
UK Corporate Governance Code
The Board continues to assess its approach
to corporate governance through application
of the FRC’s UK Corporate Governance
Code 2018 (the Code) and reports against
the 2018 Code for the year ended 29
February 2024. A copy can be found at
www.frc.org.uk.
For the year ended 29 February 2024, the
Board confirms compliance against the
Code provisions.
Board Diversity
% of female representation on the Board and
its Committees as at 29 February 2024;
Key Board Activities duringFY2024
• Reviewed Board and Board Committee
Composition
• Implemented Board Diversity Policy
• Reviewed Non-Executive Director Employee
Engagement mechanism
• Share Buyback Programme
• Payment of Dividend
44%
50%
50%
50%
33%
Board
Remuneration
Committee
Nomination
Committee
ESG Committee
Audit Committee
Appointment of female SID
New Board Diversity Policy
91
Governance Report
Strategic Report Financial Statements Additional Information
1. Ralph Findlay OBE (63)
Chair and Chief Executive Officer
Board Tenure: 2 years as Non-Executive
Director and Chair; 1 year as Executive Chair,
1 month as Chair and Chief Executive Officer
Ethnicity: White British
Nationality: British
Ralph was appointed a Non-Executive Director
of the Company in March 2022, Chair on 7
July 2022, Executive Chair on 18 May 2023
and CEO on 6 June 2024. Ralph, a Chartered
Accountant and qualified member of the
Association of Corporate Treasurers, served
as Chief Executive Officer of Marston’s, the UK
pub group, for 20 years. Ralph served on the
Marston’s Board from 1996, having previously
held the role of Finance Director before being
appointed Chief Executive Officer in 2001.
Ralph was appointed Non-Executive Chair of
Vistry Group plc in May 2022, having served
as a Non-Executive Director since 2015 and
Senior Independent Director from January
2020. He also previously served as Chair of
the British Beer and Pub Association. Ralph
was awarded an OBE for services to the
hospitality sector in 2022. Ralph’s contribution
is, and continues to be, important to the
Company’s long-term sustainable success.
2. Andrew Andrea (55)
Chief Financial Officer
Board Tenure: 3 months
Ethnicity: White English
Nationality: British
Andrew is a drinks industry veteran having
served in senior roles at Marston’s plc,
a leading independent brewing and pub
retailing business in the UK, for over 20
years. He joined Marston’s in 2002 and was
appointed to the Board as Finance Director
in 2009. He served in a variety of senior
roles in the business including 12 years as
CFO & Corporate Development Officer and,
subsequently, as CEO during which time he
navigated the business out of the COVID-19
pandemic and the subsequent challenging
macroeconomic environment. Andrew
previously held roles with Guinness Brewing
Worldwide and Bass Brewers Limited.
Andrew, a qualified Chartered Accountant, is
also a Non-Executive Director at Portmeirion
Group plc.
5. Chris Browne OBE (64)
Senior Independent Non-Executive
Director and Designated Employee
Engagement Non-Executive Director
Board Tenure: 8 months
Ethnicity: White
Nationality: Irish
Chris was appointed as a Non-Executive
Director of the Company in October 2023,
Non-Executive Director Employee Engagement
in December 2023 and as Senior Independent
Non-Executive Director in February 2024. Chris
is Chair of the Nomination Committee and a
member of the ESG Board Committee. Chris
is also Non-Executive Director of Vistry plc
and Kier plc and previously served as a Non-
Executive Director ofConstelliumSE (NYSE).
She has held a number of senior leadership
and executive roles within the aviation and
travel industries. Chris first served as Managing
Director of First Choice Airways, which included
overseeing a customer-focused transformation
programme. She subsequently directed and
managed a successful merger with Thomson
Airways before being appointed to execute
a similar project for parent company, TUI
Group plc. In 2016, Chris joined EasyJet plc
and served as Chief Operating Officer until
2019. Chris brings vast experience managing
complex consumer-facing operations to C&C.
She has aDoctorate of Science(Honorary) for
Leadership in Management and was awarded
an OBE in 2013 for services to aviation.
3. Angela Bromfield (61)
Independent Non-Executive Director
Board Tenure: 11 mo nth s
Ethnicity: White English
Nationality: British
Angela was appointed a Non-Executive
Director of the Company in July 2023 and
Chair of the Remuneration Committee in July
2023. Angela is an experienced Non-Executive
Director and business strategist, with a broad-
based international career in manufacturing,
distribution, construction and infrastructure
that includes P&L leadership experience.
Throughout her career, with the likes of
Premier Farnell, Anglo American and later,
Morgan Sindall plc, as Strategy, Marketing
and Communications Director, Angela has
been at the heart of significant transformation
programmes which have put the customer first
and driven growth and profitability.
4. Vineet Bhalla (51)
Independent Non-Executive Director
Board Tenure: 3 years 2 months
Ethnicity: Asian Indian
Nationality: British
Vineet was appointed a Non-Executive
Director of the Company in April 2021. Vineet
is a highly experienced digital professional,
with 30 years of experience across defence,
consumer goods, health, charity and retail
sectors. Vineet is currently Chief Technology
Officer (CTO) at Cancer Research UK. He was
previously CTO and Senior Vice President
at Burberry plc and has held global roles
for Unilever as Head of IT for their digital
marketing and research and development
divisions and had led data-driven and digital
transformations at scale. Prior to Unilever,
Vineet held global technology positions at
Diageo enabling data driven transformation of
their UK and Ireland Customer Development
Teams. Vineet has also recently held a Non-
Executive Director position at Moorfields Eye
Hospital NHS Foundation Trust and served
as Chair of the Trust’s People and Culture
Committee. Vineet brings strong digital
transformation skills to the Board.
1 3 52 4
Directors and Officers as at 27 June 2024
N
N
R
R
E
N
E
92
C&C Group plc
Annual Report 2024
6. Jill Caseberry (59)
Independent Non-Executive Director
Board Tenure: 5 years 4 months
Ethnicity: White English
Nationality: British
Jill was appointed a Non-Executive Director of
the Company in February 2019, a member of
the Remuneration Committee in March 2019, a
member of the Audit Committee in December
2023, and a member of the ESG Committee
in September 2020 until December 2023. Jill
has extensive sales, marketing and general
management experience across a number of
blue-chip companies including Mars, PepsiCo
and Premier Foods. Jill is a Non-Executive
Director, Chair of the Remuneration Committee
and member of the Audit and Nomination
Committee at Bellway plc and at Halfords plc.
Jill is also Senior Independent Director, Chair of
the Remuneration Committee and a member
of the Nomination Committee at Bakkavor
plc and Senior Independent Director, Chair of
the Remuneration Committee and member of
the Audit and Nomination Committees of St.
Austell Brewery Company Limited. Jill brings
considerable experience of brand management
and marketing to the Board.
7. Vincent Crowley (69)
Independent Non-Executive Director
Board Tenure: 8 years 5 months
Ethnicity: White
Nationality: Irish
Vincent was appointed as a Non-Executive
Director of the Company in January 2016
and as Senior Independent Director in June
2019 to February 2024. He is a member of
the Audit Committee and the Nomination
Committee. Vincent was previously both
Chief Operating Officer and Chief Executive
Officer of Independent News and Media plc,
a leading media company. He also served
as Chief Executive Officer and subsequently
as a Non-Executive Director of APN News &
Media, a media company listed in Australia and
New Zealand. He initially worked with KPMG
in Ireland. Vincent is currently Chair of Altas
Investments plc and a Non-Executive Director
of Grafton Group plc. Vincent was appointed
Chair of Davy Stockbrokers in December
2022 and is also Chair of the charity, Inner
City Enterprise. Vincent brings considerable
domestic and international business
experience across a number of sectors to the
Board.
8. John Gibney (63)
Independent Non-Executive Director
Board Tenure: 1 year 8 months
Ethnicity: White English
Nationality: British
John was appointed as a Non-Executive Director
of the Company in October 2022 and as Chair
of the Audit Committee in February 2023. John
served for 17 years as Chief Financial Officer and
Board member of Britvic plc, the international soft
drinks business, where he was responsible for
finance, legal, estates, risk management, quality,
safety and environment, and procurement. Prior
to joining Britvic plc, John was Senior Corporate
Finance and Planning Manager for Bass plc and,
before that, Finance Director and subsequently,
Deputy Managing Director of Gala Clubs. John
was appointed a Non-Executive Director of
4imprint Group plc in 2021 and serves as Chair
of their Audit Committee. He previously served as
a Non-Executive Director and Chair of the Audit
Committee at Pure Circle PLC and Dairy Crest plc
(now Saputo Dairy UK).
9. Sarah Newbitt (55)
Independent Non-Executive Director and
Designated Employee Engagement Non-
Executive Director
Board Tenure: 10 months
Ethnicity: White English
Nationality: British
Sarah was appointed a Non-Executive Director of
the Company in August 2023 and Non-Executive
Director Employee Engagement in December
2023. Sarah is a member of the ESG Committee.
Sarah is also a Non-Executive Director of
Campden BRI, High Value Manufacturing
Catapult. The majority of Sarah’s executive
career has been spent with Unilever, one of the
world’s largest consumer goods companies.
Over the course of 25 years in Unilever, Sarah
held various international roles across operations
and general management and gained substantial
M&A integration experience. Her final role was
as Vice President Supply Chain of Unilever UK &
Ireland, a £2bn turnover business employing over
6,000 people. Sarah brings significant consumer
goods sector insight and manufacturing and
supply chain experience to the Board, together
with expertise in developing and implementing
sustainability strategies. Sarah is a Chartered
Engineer, who studied Engineering at Oxford
University and also holds a Professional
Certificate in Coaching from Henley Business
School.
Mark Chilton
Company Secretary &
Group General Counsel
Mark Chilton (61) joined the
Group in January 2019 as
Company Secretary and
Group General Counsel.
Mark was Company
Secretary and General
Counsel of Booker Group plc
from 2006 until 2018. Mark
qualified as a solicitor in 1987.
For information on
independence of the
Directors, please see pages
94 to 95.
Outgoing Directors
David Forde, Emer Finnan,
Jim Thompson and Helen
Pitcher all stepped down
from the Board during
FY2024 and Patrick
McMahon stepped down
from the Board on 6 June
2024.
Board Committee
Membership Key
A
N
R
E
6 87 9
Audit
Committee
Nomination
Committee
Remuneration
Committee
ESG
Committee
Committee
Chair
E
R
A
A
N
R
A
93
Governance Report
Strategic Report Financial Statements Additional Information
This report sets out our approach to
Corporate Governance and summarises
the role of the Board in providing effective
leadership to promote the long-term
sustainable success of C&C and outlines
the key areas of focus of the Board and its
activities undertaken during the year. My
introductory letter on pages 2 to 5 of this
Annual Report sets out some of the Group’s
key challenges and achievements during the
year and my expectations on the outlook for
2025. The ongoing engagement with our
key stakeholders, is essential to ensure that
I can lead the Board effectively and create
the right conditions to enable us to deliver
on our strategy.
During FY2024 after accounting
discrepancies were discovered and notified
to the Audit Committee an independent
accounting firm was appointed to
investigate the relevant issues, determine
any potential financial impact and establish
the time period over which the issues
extended. The most significant accounting
issues related to the Group’s cider
production facility in Clonmel, together
with further adjustments to current assets
and liabilities at a number of the Group’s
other sites, and amendments to provisions
for onerous apple contracts. The issues
identified were then considered in detail
by both the Group's Audit Committee
and the Board as part of the finalisation of
the Group's FY2024 Annual Report and
Accounts.
As a consequence, accounting adjustments
have been made to the financial statements
relating to FY2021, 2022 and 2023. The
accounting adjustments in aggregate
represent an underlying operating profit
adjustments charge of €6.1m. By year,
the restatements comprised a €1.5m
adjustment charge in FY2023, a €3.1m
adjustment credit in FY2022 and a €7.7m
adjustment charge in FY2021. These
adjustments relate principally to five items,
inventory related matters (€11.1m charge),
incorrect accounting treatment of inventory
of branded glassware (€1.1m charge), goods
received not invoiced (‘GRNI’) (€2.9m credit),
the timing of release of customer discount
liabilities (€3.7m credit), together with
additional items (net €0.5m charge) over the
three-year period in question. In addition,
the Group has recorded an exceptional
prior year (FY2023) charge with respect
to onerous apple contracts of €12.2m.
The total value of the pre-tax adjustments
(including exceptional) is €18.3m and the
impact on the Group’s retained earnings
position at FY2023 is €15.6m. There will
also be an impact on the unaudited FY2024
interim results, the details of which will be
provided in the FY2025 Interim results to be
announced in October.
The need to make these prior year
adjustments is deeply disappointing to
the Board. It is clear that in parts of the
organisation, our governance and internal
controls framework did not perform as
required and behaviours fell short of
the levels of accuracy and transparency
expected by the Board. Importantly, as set
out below, on 1 March 2024 we welcomed
Andrew Andrea, a highly experienced
Chief Financial Officer (‘CFO’) to C&C, who
has overseen the 2024 Annual Report
and Accounts process to its conclusion.
Resulting from the robust internal and
external reviews undertaken, we have
already implemented a number of the
proposed remedial actions to our internal
controls and reporting framework. I set out
later in this report specific changes and
improvements we have made to Board
governance, financial controls, the internal
audit process and the reporting culture
which make us confident that the issues
identified will not be repeated. An additional
key focus of the Board for going forward is
our commitment to ensuring a transparent
organisational culture and renewed
engagement behind our independent and
confidential reporting programme called
‘Sp eak Up’.
Dear Shareholder
On behalf of the Board,
I present the Corporate
Governance Report for the
financial year ended 29
February 2024 (‘FY2024’).
Corporate Governance Report
94
C&C Group plc
Annual Report 2024
Board Composition and
Succession
As detailed on page 3, on 6 June 2024
Patrick McMahon stepped down as CEO
and from the Board with immediate effect. I
was appointed by the Board to serve in the
role of CEO in addition to my role as Chair
of the Board. I recused myself from this
decision process and also stepped down
as Chair of the Nomination Committee on
taking up the role of CEO. It is expected
that I will act as CEO for the next 12-18
months, though the Nomination Committee
has committed to keep this under review
as the recruitment process for a new
CEO progresses. The rationale for my
appointment to the position of CEO is to
ensure stability within the senior leadership
team and to execute on the Group’s
strategic objectives following a challenging
trading period, in part reflecting the ERP
implementation issues of the past year,
together with a series of new appointments
to the leadership team, the creation of a
new reporting structure and the impact of
the recent accounting and internal control
issues. My existing relationships with key
stakeholders; in particular with employees,
shareholders, customers and suppliers,
was also considered by the Board as an
important factor in my appointment. The
detailed rationale for my appointment is
set out on page 98 and also within the
Nomination Committee Report on page 127.
A search for Patrick McMahon’s long-
term successor will commence in the
autumn. It will be a rigorous process and
will be undertaken with the support of an
independent executive search firm. Upon
the appointment of a new CEO, I will revert
to my position as Non-Executive Chair
of the Board. The Board recognises that
one-individual holding the posts of Chair
and CEO is a departure from governance
best-practice, however, the unanimous
view of the Board is that the interests
of C&C’s employees, shareholders and
wider stakeholders is best served by this
leadership structure through the near term.
As outlined in last year’s report, at the
conclusion of the Annual General Meeting
in July 2023, Jim Thompson and Helen
Pitcher stepped down from the Board,
David Forde stepped down as CEO in
May 2023, and consequently Patrick
McMahon, then CFO, was appointed CEO
with immediate effect. I was appointed as
Executive Chair to support the management
transition as Patrick McMahon retained his
responsibilities as CFO until a new CFO
was appointed. On 1 March 2024, we
were pleased to welcome Andrew Andrea
as CFO, an experienced public company
Executive who brings a rare depth of
expertise within our industry to C&C.
In July 2023, we were pleased to welcome
Angela Bromfield as Non-Executive Director
and Remuneration Committee Chair. As
part of our ongoing succession planning
process, our Non-Executive Director
search successfully concluded with the
appointment of Sarah Newbitt and Chris
Browne as Independent Non-Executive
Directors, bringing significant Executive
and Non-Executive experience, and further
strengthening the Board as well as adding
new perspectives and insight from their
respective careers. You can find Angela’s,
Sarah’s and Chris’s biographies on pages
92 and 93.
We also announced in February 2024, that
Vincent Crowley, Non-Executive Director
will be stepping down from the Board at
the conclusion of the 2024 AGM, after
almost nine years of service. The Board
would like to thank Vincent for his significant
contributions and service to the Group
during his tenure on the Board.
I am committed to ensuring that C&C’s
Board composition reflects a diverse mix
of skills, experience, personal attributes
as well as broader aspects of diversity
which includes gender, ethnicity, skillset,
educational experience and tenure. In line
with our succession planning, I look forward
to announcing progress on the appointment
of a further Non-Executive Director in the
near future.
Our People, Diversity and Culture
As a people focused business, our strength
comes from an inclusive and welcoming
environment, where we recognise that the
experiences and perspectives which make
us unique come together in our shared
values and vision. We strongly believe that
the more our people reflect the diversity
of our society, the better equipped we are
to meet the needs of our customers and
consumers.
Ensuring that we have a culture which
promotes and values diversity, and one
which is maintained throughout the
business, is a continual prime focus and is
underpinned by our Diversity, Inclusion and
Wellbeing (‘DI&W’) Policy, which sets out
our objectives across the organisation. The
importance of this area also forms the basis
for Board diversity and succession planning
as we consider the best constitution of
the Board to successfully take the Group
forward to deliver the Group’s strategy.
Further details about our overall approach
to Diversity, Equity and Inclusion (‘DE&I)
can be found in the Sustainability Report
on pages 59 to 89 and the Nomination
Committee Report on pages 127 to 135.
You can also read about our Gender Pay
Gap on page 28.
Throughout FY2024, DE&I has remained
a key focus. While acknowledging that
there is still work to be done, we’re pleased
with our progress over the past year, with
highlights including: the launch of our DE&I
two-year strategic plan, supporting and
listening to our employees' voice, complying
with FCA Listing rule diversity targets and
the launch of our Working Parents Policy.
As detailed further within this report, we
recognise that we need to review our
processes around transparency and
openness following the internal accounting
and control issues which were identified
recently. As a Board we are fully engaged
in a campaign to refresh our healthy
workplace ‘Speak up’ programme as part of
the many actions we are taking to promote
our culture of openness and trust, which
ensures the integrity of our internal financial
reporting and controls environment.
95
Governance Report
Strategic Report Financial Statements Additional Information
Sustainability
Building on our strong governance
framework to ensure that ESG is embedded
into everything that we do at C&C, a
new ESG Management Committee
was established to review sustainability
initiatives and regulatory reporting. These
responsibilities, previously sat with the
ESG Board Committee, allowing the ESG
Board Committee the opportunity to
provide additional focus and scrutiny and
to identify areas where C&C’s approach to
sustainability can make the most material
impact, while ensuring high standards of
governance and reporting in this area.
An impact materiality assessment
exercise, in line with the Global Reporting
Initiative, was completed during the year
to ensure that the Group’s ESG priorities
remain aligned with the views of our key
stakeholders. We have commenced work
on a Double Materiality assessment to
further strengthen the Group’s response to
ESG regulations, including the Corporate
Sustainability Reporting Directive (‘CSRD’)
and our reporting efforts in line with the
Task Force on Climate-Related Financial
Disclosures (‘TCFD’). The assessment will
consider both the material impacts on our
stakeholders and also material sustainability
related risks and opportunities for C&C.
Stakeholders
We have sought to balance the needs of
our numerous stakeholders throughout
the year, be they employees, communities,
consumers, customers, suppliers,
Shareholders or regulators, while taking
steps to secure the Group’s longer-term
success. There has been a continued
dialogue with all of the main stakeholder
groups, and on behalf of the Board, I would
like to take this opportunity to thank them
all for their partnership during this period.
Working together has been vital and will
continue to be so as we seek to deliver our
sustainability strategy.
Details of the methods we have used to
engage with stakeholders to understand
their views can be found on pages 8 to 9.
A statement on how the Directors have had
regard to the matters set out in section 172
of the Companies Act 2006 can be found
on page 100.
Key changes since 1 March 2024
to address issues identified by
investigation into the inventory
and balance sheet reconciliations
and controls by our Finance
Teams
As described in my opening paragraphs,
the Board has made a number of
enhancements to its corporate governance
and internal controls structure to address
the issues identified by the investigation
into the Clonmel inventory issue and related
accounting adjustments. We had already
refreshed the Board, most notably the
appointment of the new CFO prior to these
issues being notified to the Audit Committee
and Board. Since the appointment of the
new CFO, we have additionally focused on
re-organising the Group’s finance team,
significantly uprating its experience and
technical capabilities. We have performed
an in-depth balance sheet review and
have put in place new controls in the two
areas which gave rise to the most material
prior year matters thereby providing a high
degree of confidence that there are no
material issues as at FY2024 balance sheet
date. What is also clear is that a significant
overhaul of the internal audit process and
risk management and monitoring is required
to ensure the efficient functioning of the
Group’s financial reporting framework
going forward. This review will take place
quickly after the completion of the 2024
process. Other actions identified following
this investigation – many of which are either
completed or in hand are set out in the
Audit Committee Report on pages 114 to
122 below.
Patrick McMahon was CFO during
the periods to which these prior year
adjustments relate. Whilst these issues in
aggregate represent less than 1% of total
group assets, Patrick has acknowledged
that the relevant shortcomings occurred at
a time when he had overall responsibility for
the Group's finance function. Accordingly,
he informed the Board that he would step
down as CEO and as a Director on 6 June
2024. The Board, with regret, agreed that it
would be in the best interests of the Group
for Patrick to do so. It has been agreed
that he will remain as an employee until the
end of September to facilitate a smooth
transition. On behalf of the Board and
the wider Group, we thank Patrick for his
contribution and service to C&C over many
years.
As outlined above, consequent on
Patrick McMahon leaving the business,
the Board has appointed me to hold the
position of Chair and CEO for a period
of 12 to 18 months. As detailed in the
Nomination Committee Report, I was
not part of the discussions relating to
the final appointment. Recognising that
combining the roles of Chair and CEO
is a departure from best-practice, the
rationale for the decision reflects a number
of factors including: my experience in the
role of Executive Chair; my tenure and
experience in the beverage sector more
broadly; my existing relationships with
stakeholders, in particular employees,
shareholders, customers and suppliers. My
appointment is temporary and serves to
ensure continuity of leadership at a time of
significant change for the business.
Corporate Governance Report
(continued)
96
C&C Group plc
Annual Report 2024
The changes underway in the business
which require continuity of leadership and
industry experience include:
• Ensuring the continued performance of
the business in the aftermath of the ERP
implementation issues of the past year;
• Managing the change associated with a
number of new external appointments
to key management functions including
Finance, Marketing, Human Resource
and Technology;
• Changing the reporting structures to
reflect C&C’s position as a brand and
distribution businesses rather than
the historical geographical reporting
structure; and
• Overseeing the changes required to
address the accounting and financial
control issues recently identified.
Board Performance
It is very important that the performance
of the Board, its committees and individual
Directors is rigorously reviewed. This year,
an internal Board Performance review was
conducted in accordance with the UK
Corporate Governance Code 2018 (‘the
Code’) and supported by the Company
Secretary and Group General Counsel.
The results were encouraging, and I
am pleased to report that key areas of
Board strength continue to be its strong
composition, shared passion, and the open
and collaborative culture within the Board.
Leveraging on our strengths, we want
to ensure that we work as effectively as
possible. There are five areas of continued
improvement that will form part of the
Board’s action plan for FY2025.
Priority areas for FY2025 are as follows:
Board oversight of and input into strategy,
succession planning for Executive Directors,
Group Executive Committee members
and senior management, risk and control
oversight, Board meeting dynamics, and
understanding of culture and promotion of
our ‘Speak Up’ reporting programme.
Our progress against last year’s areas of
focus, as well as the outcome of this year’s
effectiveness review can be found on pages
105 to 106.
Looking forward
As a Board, our commitment is to maintain
the highest standards of Corporate
Governance across the Group and
continue to promote and enhance the
inclusive culture we are building at C&C;
and a culture which fosters an open
and transparent environment where any
concerns may be raised with the confidence
they will be addressed without retribution.
We will also focus on the delivery of our
strategy, financial and operational targets,
and build on the foundations for growth that
we have laid down. I would like to thank my
Board colleagues and the Group Executive
Committee for their support, as well as for
their continued leadership as we continue
to build a business which delivers on the
interests of all our stakeholders and the
communities and wider society in which we
operate.
I encourage all stakeholders to take every
opportunity presented to engage with
the Company and I would welcome you
to attend, and in any case vote at, the
forthcoming Annual General Meeting on 15
August 2024.
UK Corporate Governance Code
2018
The Corporate Governance Report, which
incorporates by reference the Nomination
Committee, Audit Committee, ESG and
Directors’ Remuneration Committee
Reports and Sustainability Report,
describes how the Company has complied
with the provisions of the Code. Further
details on the Company’s compliance with
the Code during FY2024 can be found
below.
The following pages set out details of the
composition of our Board, its Corporate
Governance arrangements, processes and
activities during the year, and reports from
each of the Board’s Committees.
Ralph Findlay
Chair & Chief Executive Officer
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Strategic Report Financial Statements Additional Information
Corporate Governance Report
(continued)
Compliance with the UK
Corporate Governance Code 2018
The Board considers that the Company
has, throughout the year ended 29 February
2024 complied with the provisions of the
UK Corporate Governance Code 2018.
Subsequent to the end of the year under
review, the appointment of Ralph Findlay
as CEO in addition to his role as Chair of
the Board means that, going forward, the
Company will not comply with provision 9
of the Code by virtue of the roles of Chair
and CEO being exercised by the same
individual. The Board believes however
that this is appropriate in the short term in
order to ensure stability within the senior
leadership team as a consequence of the
previous CEO stepping down on 6 June
2024. It is anticipated that the roles will be
combined for a period of 12 to 18 months,
with the search for a long-term successor
as CEO due to commence in the autumn.
Following the appointment of a new CEO,
it is intended that Ralph Findlay will revert
to being Non-Executive Chair. The rationale
for the combination or roles is set out above
and also within the Nomination Committee
Report on page 98.
Board Leadership and Company
Purpose
Role of the Board
The Group is led and controlled by the
Board of Directors (‘the Board’) and chaired
by Ralph Findlay.
The core responsibility of the Board is to
ensure the Group is appropriately managed
to achieve its long-term objectives,
generating value for Shareholders
and contributing to wider society. The
Board’s objective is to do this in a way
that is supported by the right culture and
behaviours.
The Board has adopted a formal schedule
of matters specifically reserved for decision
by it, thus ensuring that it exercises control
over appropriate strategic, financial,
operational and regulatory issues (a copy
of the Matters Reserved to the Board
can be found at candcgroupplc.com/
corporate-governance/. Matters not
specifically reserved for the Board and its
Committees under its schedule of matters
and the Committees’ terms of reference,
or for Shareholders in general meeting,
are delegated to members of the Group
Executive Committee.
The balance of skills, background and
diversity of the Board contributes to the
effective leadership of the business and
the development of strategy. The Board’s
composition is central to ensuring all
Directors contribute to discussions. As a
means to foster challenge and Director
engagement, led by the Senior Independent
Director, the Non-Executive Directors
meet without the Chair present at least
annually. Likewise, the Chair holds meetings
with the Non-Executive Directors without
the Executives present. In each of these
settings, there is a collaborative atmosphere
that also lends itself to the appropriate level
of scrutiny, discussion and challenge.
The Company has procedures whereby
Directors (including Non-Executive
Directors) receive a formal induction and
familiarisation with the Group’s business
operations and systems on appointment,
including trips to manufacturing sites with
in-depth explanations of the processes
involved at the sites and meetings with
Executive Committee members and senior
management.
Our Purpose
To play a role in every drinking occasion,
delivering joy to our customers and
consumers with remarkable brands and
service. Information on our strategy is set
out on pages 20 to 21.
Our Culture
C&C has an open, humble, respectful, but
competitive culture, underpinned by certain
values and behaviours, namely:
Our Values
• We respect people and the planet
• We bring joy to life
• Quality is at our core
Our Behaviours
• We put safety first
• We are customer centric
• We collaborate through trust
• We keep it simple and remain agile
• We are fact based, data and insight
driven
• We learn to improve
The Board recognises the importance of
a strong corporate culture and the role it
plays in delivering the long-term success
of the Company. C&C colleagues want to
work for a company that values them and
allows them to be themselves and to thrive
both personally and professionally. The
Board, Executive Committee and senior
leadership team, strive to create a positive
culture at C&C, providing colleagues with
the opportunity to grow, and develop in an
inclusive environment. A strong culture also
ensures that individuals have the confidence
to speak up where they have concerns in
the knowledge that those concerns will be
heard and responded to. To create the right
culture, it is important that colleagues live
and breathe C&C’s values, and this starts
with our leadership team. The Board sets
the tone from the top to demonstrate and
promote these values, which are a critical
element to creating a working environment
so everyone can thrive. The Board uses a
variety of mechanisms, cultural indicators
and reporting lines to monitor the culture,
listen to colleagues and act on what they
say. The table below highlights some of
those indicators.
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C&C Group plc
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Cultural Indicators
Health and Safety Employees Ethics and Compliance Customers and Suppliers Sustainability
• Lost time frequency
rates
• Workplace safety
accident rates
• Reporting of injuries,
diseases and
dangerous occurrences
• Near miss reporting
• Employee ‘town hall’
meetings/face-to-face
meetings
• CEO’s quarterly ‘All-
colleagues’ call
• Results of ‘Peakon’ employee
engagement surveys
• Employee turnover rates
• Gender pay gap disclosures
• Reports on progress on
diversity, equity, and inclusion
• Employee Engagement
sessions with the designated
Non-Executive Directors
• Internal audit reports
and findings
• Fraud and
misconduct statistics
• Annual confirmation of
compliance with our
anti-financial crime
policies
• Whistle blower
statistics
• Compliance with
supply chain
standards
• Customer retention
rates
• Supplier audits
• Brand satisfaction
ratings
• On time in full rates
• Tracking of ESG
targets in line with
the Company’s ESG
strategy
• Collaboration with
Governments,
NGOs and Industry
Programmes
• Engagement with
stakeholder groups
such as suppliers and
the community
Engagement with Shareholders
Information on relations with Shareholders
is provided as part of the Stakeholder
engagement section of the Strategic Report
on pages 8 to 9.
In fulfilling their responsibilities, the Directors
believe that they govern the Group in the
best interests of Shareholders, whilst
having due regard to the interests of
other stakeholders in the Group including
customers, employees and suppliers.
In addition to our formal AGM, the Chair
has regular engagement with major
Shareholders in order to understand their
views on governance and performance
against the strategy. More details can be
found on page 100. Our Remuneration
Committee Chair has also engaged with
major Shareholders in March and May 2024
in relation to the proposed Remuneration
Policy.
The Chair ensures that the Board has
a clear understanding of the views of
Shareholders. The Executive Directors
have regular and ongoing communication
with major Shareholders throughout
the year, by participating in investor
roadshows and presentations to
Shareholders. Feedback from these visits
is reported to the Board. The Executive
Directors also have regular contact with
the Company’s analysts and corporate
brokers. The Chair, Senior Independent
Non-Executive Director as well as other
Non-Executive Directors, particularly as
part of their Committee responsibilities,
receive feedback on matters raised at the
meetings with Shareholders and are offered
the opportunity to attend meetings with
major Shareholders. As a result of these
procedures, the Non-Executive Directors
believe that they are aware of Shareholders’
views across a range of topics that are
material to C&C. In addition, Chris Browne,
the Senior Independent Non-Executive
Director, and the Committee Chairs are
available to meet with major Shareholders.
Arrangements can also be made through
the Company Secretary and Group General
Counsel for major Shareholders to meet
with newly appointed Directors.
The Group maintains a website at www.
candcgroup.com which is regularly updated
and contains information about the Group.
Stakeholders
The Code provides that the Board should
understand the views of the Company’s key
stakeholders other than Shareholders and
describe how their interests and the matters
set out in section 172 of the UK Companies
Act 2006 (‘s.172’) have been considered in
Board discussions and decision making.
Whilst s.172 is a provision of UK company
law, the Board acknowledges that as
a premium listed issuer, it is important
to address the spirit intended by these
provisions.
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Governance Report
Strategic Report Financial Statements Additional Information
Section 172 Statement
A director of a company must act in a way they consider, in good faith, would most likely promote the success of the company for the
benefit of its members as a whole, taking into account the factors as listed in s. 172. This is not a new requirement, and the Board has
always considered the impact of its decisions on stakeholders. We set out below some examples of how the Board has done so in relation
to three decisions during the year. Details of who the Board considers the main stakeholders are, how we have engaged with them during
the year and the outcomes of the process are set out on page 8 to 9 and forms part of the s.172 statement.
Key decision Stakeholders
Board Composition Review
The Board reviewed the Board and Committee composition, in line with their succession plan, to ensure that the
Board was future fit for long-term sustainable success. The Board also considered the FTSE for Women Review,
the Parker Review and FCA Listing Rules on Diversity. The skills matrix on page 135 confirms the attributes we
identify as key in the Board’s leadership role.
• Shareholders
• Employees
• Customers
Share Buyback Programme
As part of creating Shareholder value, the Board announced during the year that it would launch a share buyback
programme. The programme formed part of the Group's plan to return up to €150 million to Shareholders over the
next three fiscal years as announced in October 2023, through a combination of dividends and share buybacks
The Programme is underpinned by the Board's confidence in the medium-term outlook for the business and its
strong cash generation capabilities.
• Employees
• Shareholders
Payment of Dividend
The Board reinstated the payment of dividends last year and paid an interim dividend of 1.89 cents in December
2023 and is proposing to pay a final dividend of 3.97 cents subject to Shareholder approval at the AGM on 15
August 2024.
• Employees
• Customers
• Suppliers
• Shareholders
Governance Framework
Corporate Governance Report
(continued)
C&C Group plc Board of Directors
Board Committees
Nomination Committee
(see pages 127 to 135)
Audit Committee
(see pages 114 to 122)
Remuneration Committee
(see pages 136 to 163)
ESG Committee
(see pages 123 to 126)
Group Executive Committee
Management Committees
Health and Safety
Committee
IS&T
Committee
Risk and Compliance
Climate Change
Committee
Operations
Committee
Commercial
Committee
ESG
Committee
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Annual Report 2024
Division of Responsibilities
It is the Company’s policy that the roles of the Chair and CEO are separate, with their roles and responsibilities clearly defined and set
out in writing. As described above, in June 2024, the Chair became the CEO. Upon the appointment of a new CEO, the Chair will revert
to a Non-Executive Chair role. The functions and duties of the Senior Independent Director are also set out in a separate statement and
available on our website at candcgroupplc.com/corporate-governance.
Chair
The Chair, Ralph Findlay is responsible for the leadership of the Board and ensuring effectiveness in all aspects of its role. The Chair
is responsible for ensuring, through the Company Secretary and Group General Counsel that Directors receive accurate, timely and
clear information. He is responsible for setting the Board’s agenda and ensuring adequate time is available for Board discussion and
to enable informed decision making. He is responsible for promoting a culture of openness and debate by encouraging and facilitating
the effective contribution of all Non-Executive Directors and constructive relations between Executive and Non-Executive Directors. The
Chair ensures high standards of Corporate Governance and ethical behaviour and oversees the culture of the Group.
Senior Independent Director
Chris Browne, Senior Independent Non-Executive Director. In addition to her role and responsibilities as an Independent Non-Executive
Director, Employee Engagement Non-Executive Director and Nomination Committee Chair from 7 June 2024, the Senior Independent
Director is available to Shareholders where concerns have not been resolved through the normal channels of communication and for
when such contact would be inappropriate. Chris acts as a sounding board for the Chair and acts as an intermediary for the Directors
when necessary. She is responsible for annually evaluating the performance of the Chair in consultation with the other Non-Executive
Directors.
Non-Executive Directors
Vineet Bhalla, Angela Bromfield, Chris Browne, Jill Caseberry, Vincent Crowley, John Gibney and Sarah Newbitt; the Non-Executive
Directors provide an external perspective, sound judgement and objectivity to the Board’s deliberations and decision making. With their
diverse range of skills and expertise, they support and constructively challenge the Executive Directors and monitor and scrutinise the
Group’s performance against agreed goals and objectives. The Non-Executive Directors together with the Chair meet regularly without
any Executive Directors being present. The Non-Executive Directors provide a conduit from the workforce to the Board for workforce
engagement and have sufficient time to meet their board responsibilities.
Chief Executive Officer (CEO)
Ralph Findlay, Chief Executive Officer is responsible for the leadership and day-to-day management of the Group. This includes
formulating and recommending the Group’s strategy for Board approval in addition to executing the approved strategy. As outlined
above, the roles of Chair and CEO will be held by Ralph Findlay on a temporary basis for the next 12 to 18 months.
Chief Financial Officer (CFO)
Andrew Andrea, Chief Financial Officer, is responsible for the management of the day-to-day operations of the Group, in accordance
with authority delegated by the Board and together with the Chief Executive Officer, leads the relationship with institutional
Shareholders.
Company Secretary
Mark Chilton, Company Secretary, supports the Chair, Chief Executive Officer and the Board Committee Chairs in setting Agendas for
meetings of the Board and its Committees. He is available to all Directors for advice and support. He is responsible for information flows
to and from the Board and the Board Committees and between Directors and senior management. In addition, he supports the Chair
in respect of training and the Board and Committee performance reviews. He also advises the Board on regulatory compliance and
Corporate Governance matters.
Board Committees
The Board has established a Nomination Committee, Audit Committee, ESG Committee and Remuneration Committee to oversee
and debate relevant issues and policies outside main Board meetings. Throughout the year, the Chair of each Committee provided
the Board with a summary of key issues considered at the Committee meetings. Board Committees are authorised to make enquiries
of the Executive Directors and senior management across the Group as they feel appropriate and to engage the services of external
advisers as they deem necessary in the furtherance of their duties at the Company’s expense.
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Employee Engagement
During the year the Board assessed our
current Employee Engagement mechanism
whereby each Non-Executive Director was
appointed to a business unit, to understand
employee’s views and provide feedback
to the Board. Having undertaken a review
to assess if this method was effective,
the Board felt that this process could
be improved by reducing the number of
Employee Engagement Non-Executive
Directors from seven to two designated
Employee Engagement Non-Executive
Directors. The Nomination Committee
approved the appointment of the two newly
appointed Non-Executive Directors, Chris
Browne and Sarah Newbitt, as designated
Employee Engagement Non-Executive
Directors, given their people skills and
that they were new to the Board. The
Board also adopted Terms of Reference
for the role, and these can be found that
on our website at candcgroupplc.com/
corporate-governance/terms-of-reference.
Employee Engagement is now a standing
item on the Board Agenda, and we have
a programme of listening sessions for the
full year, with an action plan detailing what
our colleagues are telling us to ensure the
Board are considering this feedback in their
decision making. We also as part of our
Board Induction Programme and Non-
Executive Director site visits, have taken the
opportunity to follow these with informal
listening sessions, to allow deeper dialogue
on matters of importance to our employees.
The Board will continue to enhance
and improve the process and keep the
effectiveness of this approach under review.
During the year the Employee Engagement
Non-Executive Directors visited Wellpark
Brewery and Cambuslang Depot in
Glasgow and the Depot in Belfast. They also
attended one of our DE&I advisory group
sessions and one of the CEO’s quarterly ‘All
Colleague’ sessions. These are an essential
part of our Governance, and it allows the
Directors to better understand the business,
engage with local management and, more
importantly, hear directly from employees.
These quarterly ‘All Colleague’ sessions
are hosted by the CEO and Executive
Committee members and provide a short
business update, with the key focus being
Directors are invited to attend all Board
Committee meetings, irrespective of
whether they are a committee member. This
is subject only to recusal regarding matters
concerning the individual(s) or any conflicts
of interests.
All Directors holding office at the time
attended the 2023 AGM.
Director
Number of
Scheduled
Board
Meetings
Attended
Number of
Unscheduled
Board
Meetings
Attended
Executive
Ralph Findlay 8/8 1/1
Patrick McMahon 8/8 1/1
Non-Executive
Vineet Bhalla 8/8 1/1
Angela Bromfield
1
5/5 1/1
Chris Browne
2
2/3 1/1
Jill Caseberry 8/8 1/1
Vincent Crowley 8/8 1/1
John Gibney
8/8 1/1
Sarah Newbitt
3
3/3 1/1
David Forde
4
2/3 -
Helen Pitcher
5
4/4 -
Jim Thompson
6
4/4 -
1. Meetings attended by Angela Bromfield from the
date of her appointment on 13 July 2023.
2. Meetings attended by Chris Browne from the date
of her appointment on 2 October 2023. Due to
other commitments that we were aware of prior to
Chris’s appointment she was unable to attend the
December Board meeting, however, was provided
with an update from the Chair.
3. Meetings attended by Sarah Newbitt from the date of
her appointment on 31 August 2023.
4. Meetings attended by David Forde until the date of
his stepping down from the Board on 18 May 2023.
5. Meetings attended by Helen Pitcher until the date of
her stepping down from the Board on 13 July 2023.
6. Meetings attended by Jim Thompson until the date
of his stepping down from the Board on 13 July
2023.
Board activity during FY2024
Each Board meeting follows a carefully
tailored agenda agreed in advance by the
Chair, CEO and Company Secretary. A
typical meeting will comprise reports on
current trading and financial performance
from the CEO and CFO, investor relations
updates, monitoring strategy, examining
investment and acquisition opportunities
and presentations/reports on specific
subject areas. A summary of the key
activities covered during FY2024 is set
overleaf.
Corporate Governance Report
(continued)
to answer any questions that colleagues
have about C&C. These meetings build
on existing employee engagement
opportunities and the Group’s continuing
efforts to develop a culture of informality,
transparency and trust. The aim is to
provide a further opportunity to increase
two-way dialogue between the Company
and all colleagues. They also allow our
Non-Executive Directors to hear directly
from colleagues and then feed back to the
Board.
Post the year-end audit and internal control
issues identified, we are also engaged
in a campaign to refresh and re-enforce
our healthy workplace ‘speak up’ culture
to ensure that any of our employees who
have concerns are comfortable to raise
those through the appropriate channels
and that those concerns will be actioned
appropriately and confidentially.
Board Meetings in FY2024
The Directors’ attendance at Board
meetings during the year ended 29
February 2024 is shown in the table below.
The core activities of the Board and its
Committees are covered in scheduled
meetings held during the year. Additional
unscheduled meetings are also held to
consider and decide matters outside
scheduled meetings.
Board and Committee members are
expected to attend each scheduled
meeting, and, wherever possible, any
unscheduled meetings. If a Director
is unable to attend a meeting due to
exceptional circumstances, or pre-existing
commitments, they are encouraged to
provide comments and observations on
the relevant Board and Committee papers,
to the Chair of the Board or Committee
so that they may be shared with Directors
at the meeting. The Board aims to hold at
least two meetings in different operating
locations each year. When visiting operating
locations, Directors can meet with a
diverse group of senior business leaders
and colleagues, which allows them to gain
further insight into how the business works
and the opportunity to listen to colleagues’
views and ask questions.
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Safety
• Safety is a standing item on every Board
Agenda.
• Received and discussed six monthly
safety performance reports and updates
presented by the Group Health and
Safety Manager.
Internal Control and Risk Management
• Reviewed the Group’s risk management
framework and principal risks and
uncertainties and emerging risks;
• Reviewed and confirmed the Group’s
Viability Statement and going concern
status;
• Reviewed and evaluated the effectiveness
of the Group’s systems of internal controls
and risk management and recommended
additional actions to be taken; and
• Reviewed updates on the information and
cyber security control environment.
Governance and Legal
• Reviewed regular briefings on Corporate
Governance developments and legal and
regulatory issues;
• Approved the Group’s Modern Slavery
Statement for publication;
• Received reports on engagement with
institutional Shareholders, investors and
other stakeholders throughout the year;
• Reviewed progress against the 2023
external Board Performance Review
action plan;
• Conducted an internal Board
Performance review, with the outcome
discussed by the Board;
• Approved the Board Diversity Policy;
• Received and reviewed whistleblowing
reports and activities;
• Received and discussed six monthly
reports and updates presented by the
Group Data Protection Officer;
• Received updates from the Chairs of the
Audit, Nomination, Remuneration and
ESG Committees;
• Reviewed the Remuneration and ESG
Committees Terms of Reference; and
• Implemented Terms of Reference for the
role of Employee Engagement Non-
Executive Director.
Objectives and Controls
The Group’s strategic objectives are set
out on pages 20 to 21 and a summary of
performance against the Group’s KPIs is
at pages 30 to 31. The Board also receives
regular updates across a broad range of
internal KPIs and performance metrics.
The Group has a clear risk management
framework in place, as set out on pages
32 to 41, to manage the key risks to the
Group’s business.
Business Model and Risks
The Group’s Business model is set out on
pages 22 to 24. The Risk Management
Report on pages 32 to 40 contains an
overview of the principal risks facing the
Group and a description of how they are
managed.
Whistleblowing
All employees have access to a confidential
whistleblowing service which provides an
effective channel to raise concerns. The
Audit Committee and the Board receives
updates detailing all notifications and
subsequent action taken. You can read
more about this on page 86.
Post the year-end audit and internal control
issues identified, we are also engaged in
a campaign to refresh and re-enforce a
healthy workplace ‘speak up’ culture to
ensure that any of our employees who
have concerns are comfortable to raise
those through the appropriate channels
and that those concerns will be actioned
appropriately and confidentially.
Composition, Succession and
Evaluation
As at 29 February 2024, the Board
consisted of an Executive Chair, one
Executive Director and seven independent
Non-Executive Directors. As at 27 June
2024, the date of this Report, following
Patrick McMahon stepping down as CEO
and the appointment of Ralph Findlay as
CEO in addition to his role as Chair, the
Board consists of two Executive Directors
and seven independent Non-Executive
Directors. Upon the appointment of a new
Chief Executive Officer in due course, Ralph
Findlay will revert to a Non-Executive Chair
role.
Strategy, Operations and Finance
• Approved the Group’s Viability Statement;
• Received presentations from
management on brand marketing plans;
• Received presentations from the CEO
and CFO and senior management
on strategic initiatives and trading
performance;
• Approved the annual budget plan and
KPIs;
• Reviewed and approved the Group’s full
year FY2023 and half year FY2024 results
as well as trading updates;
• Approved the Group’s FY2024 Annual
Report (including a fair, balanced and
understandable assessment) and 2024
AGM Notice;
• Received and reviewed updates from
senior management on the Group’s
sustainability strategy including ESG
frameworks, climate change risks and
TCFD reporting;
• Received and discussed presentations
from the GB Head of Logistics and the
Manufacturing Director;
• Received Investor relations updates; and
• Received updates from the Technology
and Transformation Director on the
Company’s ERP system in our MCB
business.
People and Culture
• Review of succession planning;
• Continued focus on the composition,
balance and performance of the Board,
including the appointment of a Chair of
the Remuneration Committee, Senior
Independent Director, CEO, CFO and
three Non-Executive Directors;
• Reviewed our workforce engagement
method and as a result of revising our
approach, appointed two designated
Employee Engagement Non-Executive
Directors;
• Reviewed and discussed six monthly
“Peakon” employee satisfaction survey
results and monitored culture throughout
the Group;
• Considered progress towards greater
diversity in the workforce;
• Received reports on engagements with
colleagues; and
• Received and discussed a presentation
on the Group Remuneration policy and
reward strategy.
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Over half of the Board comprises
independent Non-Executive Directors and
the composition of all Board Committees
complies with the Code, while also
including longer serving and more recently
appointed Directors. Additionally, the
Chair was considered independent on
his appointment. Details of the skills and
experience of the Directors are contained in
the Directors’ biographies on pages 92 to
93 and also on page 127 of the Nomination
Committee Report.
The independence of Non-Executive
Directors is considered by the Board and
reviewed at least annually, based on the
criteria suggested in the Code. Non-
Executive Directors do not participate in any
of the Company’s share option or bonus
schemes.
Following this year’s review, the Board
concluded that all the Non-Executive
Directors continue to remain independent in
character and judgement and are free from
any business or other relationship that could
materially interfere with the exercise of their
independent judgement in accordance with
the Code.
Appointments to the Board
Recommendations for appointments to
the Board are made by the Nomination
Committee. In accordance with the Matters
Reserved to the Board and the Nomination
Committee Terms of Reference, which
provide a framework for the different
types of Board appointments on which
the Committee may be expected to make
recommendations. Appointments are made
on merit and against objective criteria with
due regard to diversity (including skills,
knowledge, experience and gender).
All Board appointments are subject to
continued satisfactory performance
followings the Board’s annual performance
review. The Nomination Committee, chaired
by Chris Browne from 7 June 2024, leads
the process for Board appointments and
makes recommendations to the Board.
The activities of the Nomination Committee
and a description of the Board’s policy on
diversity are on pages 127 to 135.
Time Commitment and external
appointments
Following the Board Performance Review
process, detailed further on pages 105
to 106, the Board has considered the
individual Directors attendance, their
contribution and their external appointments
and is satisfied that each of the Directors
is able to allocate sufficient time to the
Group to discharge their responsibilities
effectively. As evidenced by the attendance
table earlier in the report, the attendance
remained high and demonstrates the
Directors’ ability to devote sufficient time.
In line with the Code, Directors are required
to seek Board approval prior to taking
on any additional significant external
appointments and explain the reason for
permitting these appointments. Prior to
these appointments, the Board considers
the time required, including whether it would
impact their ability to devote sufficient time
to their current role.
Development
On appointment, a comprehensive tailored
Board induction programme is arranged
for each new Director. The aim of the
programme is to provide the Director
with a detailed insight into the Group.
The programme involves meetings with
the Chair, Chief Executive Officer, Chief
Financial Officer, Company Secretary,
Group Executive Committee members, key
senior management, legal advisors, and
brokers. It covers areas such as:
• the business of the Group;
• their legal and regulatory responsibilities
as Directors of the Company;
• briefings and presentations from
Executive Directors and other senior
management; and
• opportunities to visit business operations.
To update the Directors’ skills, knowledge
and familiarity with the Group and its
stakeholders, visits to Group business
locations are organised for the Board
periodically, as well as trade visits with
members of senior management to assist
Directors’ understanding of the operational
issues that the business faces. Non-
Executive Directors are also encouraged to
visit Group operations throughout their tenure
to increase their exposure to the business.
Directors are continually updated on the
Group’s businesses, the markets in which
they operate and changes to the competitive
and regulatory environment through briefings
to the Board and meetings with senior
management.
Training opportunities are provided through
internal meetings, presentations and briefings
by internal advisers and business heads, as
well as external advisers. During the year
the Board completed ESG training, and
more details can be found on page 82 of the
Sustainability Report.
Information and Support
All members of the Board are supplied with
appropriate, clear and accurate information in
a timely manner covering matters which are
to be considered at forthcoming Board and
Committee meetings.
Should Directors judge it necessary to
seek independent legal advice about the
performance of their duties with the Group,
they are entitled to do so at the Group’s
expense. Directors also have access to
the advice and services of the Company
Secretary, who is responsible for advising
the Board on all governance matters and
ensuring that Board procedures are followed.
The appointment and removal of the
Company Secretary is a matter requiring
Board approval.
Re-election of Directors
All Directors are required by the Company’s
Articles of Association to submit themselves
to Shareholders for election at the first Annual
General Meeting after their appointment and
thereafter for re-election by rotation at least
once every three years. In accordance with
the Code, all Directors will, however, stand for
re-election annually.
Corporate Governance Report
(continued)
104
C&C Group plc
Annual Report 2024
Key areas of focus identified in FY2023 and progress achieved in FY2024
Area of Focus Detailed Feedback Progress
Culture The evaluation found a strong desire from the Board
to develop a deeper understanding of organisational
culture. As part of this focus Directors are eager to
develop employee engagement and greater oversight of
reward practices throughout the organisation.
Progress was being made by the Board in better
understanding how far desired cultures and values
were embedded in the Group, as evidenced by Non-
Executive Director engagement. The review of our
employee engagement mechanism and subsequent
appointment of two designated Employee Engagement
NEDs holding employee listening sessions with a range
of employees and the CEO’s quarterly ‘All Colleague’
sessions have provided invaluable insight into the
evolution of our culture and values and their link to
strategy. Subsequent to year-end we are engaged in
campaign to refresh and re-enforce a healthy workplace
‘Speak Up’ culture to ensure that any of our employees
who have concerns are comfortable to raise those
through the appropriate channels and that those
concerns will be actioned appropriately.
Board logistics
and information
In light of the challenges of remote Board meetings,
Directors communicated that there may need to be
refinement to Board agendas, including ensuring there
is a balance struck between insight and excessive
detail.
The Board is focused on evolving ways of working to
ensure Board time is used in a way that is strategic,
appropriate and effective. The agenda has moved to a
more focused, specific and strategic footing to reflect
this way of working.
Risk Picture The Directors voiced satisfaction with the strength
of work done on developing and communicating the
updated risk framework in recent years. Feedback
indicated that this risk picture needs to be further
developed, particularly in relation to emerging non-
financial risks and wider economic developments.
The annual board and the audit committee meeting
agendas have included a series of updates from
executive risk owners in relation to both the Group’s
principal risks and emerging risks having regard to the
fact that the Group operates in a dynamic environment
where risks continue to evolve, and the Group continues
to develop mitigation measures to address them.
Board Performance Review
FY2024 Board and Committee
performance review
Each year, the Board undertakes a rigorous
review of its own effectiveness and
performance, and that of its committees
and individual Directors. At least every three
years, the evaluation is externally facilitated.
In FY2024, an internal performance review
was undertaken by the Company Secretary
and General Counsel.
The Board Performance Review was
conducted according to the guidance
provided in the Code. It was a
comprehensive review of all aspects of the
Board’s effectiveness.
The Board considered the results of the
performance review and has separately
assessed the independence and time
commitment of each Director. It concluded
that each Director’s performance
continues to be effective and that they
demonstrate commitment to their roles.
These findings are fully considered when
making recommendations in respect of their
election or re-election to the Board.
Board Performance Review Process
In February 2024, the Board members, the
Company Secretary, the Deputy Company
Secretary, our remuneration advisors and
the senior management that participate in
Board and Committee meetings completed
an internal online questionnaire.
The findings of the evaluation were
discussed with the Chair and the Company
Secretary and finalised into a report.
The Company Secretary presented
the findings of the Board Performance
Review at the May 2024 Board meeting,
discussed the outcomes and answered
Directors’ questions. A report on the
Chair’s performance was presented to
the Senior Independent Director and the
results discussed at a meeting of the
Non-Executive Directors without the Chair
present. The Chair received feedback on
individual Directors’ performance, which
was followed by one-to-one meetings
between the Chair and each individual
Director to discuss the findings. Feedback
on each Committee was presented to each
Committee Chair and was discussed at the
relevant Committee meeting.
The Board considered the findings of
the Board Performance Review and
agreed on the priority areas noting that
the action plans would be built into the
Board’s objectives, meeting agendas and
engagement activities for FY2025, and
progress against these will be monitored
and reported in the FY2025 Annual Report.
105
Governance Report
Strategic Report Financial Statements Additional Information
Corporate Governance Report
(continued)
FY2024 Internal Board Performance Review Board observations
Based on the review the Board concluded that it has a number of important strengths including good cohesion as a Board, an appropriate
balance of experience, skills and knowledge, and Board meetings operating in a spirit of openness and collaboration, fostered by the Chair.
The Board, and the Chair and CEO in particular are committed in retaining this dynamic and cohesive environment, particularly in light of
the recent changes to the Board.
FY2025 key areas of focus
Area of Focus Detailed Feedback
Strategy The evaluation found enthusiasm for having greater Board input into the strategy development process, as well as
more focus on monitoring of strategic progress. Directors are keen to spend more time on assessing the resilience
of the business model, the role of technology in driving the strategy, and the strategic risks and opportunities that
may come from big market shifts.
Succession
Planning
Participants in the evaluation communicated a need to continue to make progress on Group Executive Committee
and management succession and development planning, including by giving the Board greater exposure
to potential successors, and having regular sessions on talent management at the Board and Nomination
Committee.
Risk and
Control
Feedback indicated that Board oversight of risk could be enhanced, particularly in relation to major projects, crisis
preparation and ESG risks. Directors are pleased to see progress on cyber and health and safety risk and would
like to see further progress on legacy control issues in the finance area. In addition, the Board will oversee the
actions outlined in the Audit Committee Report as part of the steps taken and being taken to address the issues
that have given rise to the need to make the prior year adjustments reflected in the Group's financial statements.
Dynamics and
Meetings
The evaluation suggested the Board could be enabled to provide more value in meetings through a variety of
mechanisms including increasing time allocated for discussion, more timely information, and changes to the
structure of agendas.
People and
Culture
There is a desire to increase the focus on people, particularly regarding the skills that will be needed to underpin
the strategy, and in terms of fair reward for management. Additionally, feedback suggests board oversight of
culture has improved but the area needs further development.
Audit, Risk and Internal Control
Financial and Business Reporting
The Strategic Report on pages 2 to 89
explains the Group’s business model and
the strategy for delivering the objectives
ofthe Group.
A Statement on Directors’ Responsibilities
on the Annual Reportcan be found on page
164, a Statement on the Accounts being
fair, balanced and understandable canbe
found on page 119 and a statement on the
Group as a going concern and the Viability
Statement are set out on pages 40 to 41.
Risk Management
Please refer to pages 32 to 41 for
information on the risk management
process and the Group’s principal risks and
uncertainties.
Internal Control
Details on the Group’s internal control
systems are set out on pages 119 to 120.
Internal Audit
Details of the Internal Audit function are
provided within the Audit Committee report
on page 120.
Audit Committee and Auditors
For further information on the Group’s
compliance with the Code and provisions
relating to the Audit Committee and
auditors, please refer to the Audit
Committee Report on pages 114 to 122.
106
C&C Group plc
Annual Report 2024
Remuneration
For further information on the Group’s compliance with the Code provisions relating to remuneration, please refer to the Directors’
Remuneration Committee Report on pages 136 to 163 for the level and components of remuneration. Shareholders approved the Group’s
current Remuneration Policy at the 2021 AGM. The Policy is designed to promote the long-term success of the Group.
The following is a table of reference that provides an overview of where to find disclosures relating to the sections of the Code:
Section Disclosure Locations
Board Leadership
and Purpose
Details on how the Board promotes the long-term success of the Company are set out in our Strategic Report
on pages 2 to 89 and throughout this Corporate Governance Report on pages 94 to 107. Our purpose and
values are set out on page 6. Relations with Shareholders are described on page 8. Our whistleblowing
programme is described on page 86.
Division of
Responsibilities
Pages 92 to 93 gives details of the Board and Management Team. The Board governance framework is
detailed on pages 94 to 107.
Composition,
Succession and
Evaluation
Details on appointments and our approach to succession are set out in the Nomination Committee Report on
pages 127 to 135. Details on evaluation are set out on pages 105 to 106.
Audit, Risk and
Internal Control
The Audit Committee Report can be found on pages 114 to 122, with further detail on the principal risks to the
business on pages 32 to 41.
Remuneration The Company’s Remuneration Policy and the Directors’ Remuneration Committee Report can be found on
pages 136 to 163.
Annual General Meeting
The AGM provides a valuable opportunity
for the Board to engage with our
Shareholders and listen to their feedback.
In 2023, Shareholders were invited to join
the AGM in person, to listen, vote and
ask questions. Shareholders were also
provided with an opportunity to submit
their questions about the business or any
matter pertaining to the AGM, in advance
of the meeting. All Directors attended the
AGM, together with the external auditor. All
resolutions at the 2023 AGM were voted
on a poll. Shareholders who were unable
to attend the meeting, were asked to
register their vote in advance of the AGM by
appointing the Chair of the AGM as proxy
and providing their voting instructions. All
resolutions were passed with over 92% cast
in favour.
In compliance with the Code, at the
Annual General Meeting, the voting results
will be announced to the London Stock
Exchange and placed on the Group’s
website following the meeting. A separate
resolution will be proposed at the Annual
General Meeting in respect of each
substantially separate issue.
This report was approved by the Board of
Directors on 27 June 2024.
Mark Chilton
Company Secretary
107
Governance Report
Strategic Report Financial Statements Additional Information
Directors’ Report
The Directors present the Annual Report and audited Consolidated Financial Statements of the Group for the financial year ended 29
February 2024.
Principal Activities
The Group’s principal trading activity is the manufacturing, marketing and distribution of branded beer, cider, wine, spirits and soft drinks.
Non-Financial Reporting Statement
In compliance with the European Union (Disclosure of Non-Financial and Diversity Information by certain large undertakings and groups)
Regulations 2017, the table below is designed to help stakeholders navigate to the relevant sections in this Annual Report to understand
the Group’s approach to these non-financial matters:
Reporting Requirements Our Policies
Section in Annual Report or
Page References Risks
Environmental
matters
Environmental Sustainability Sustainability Report Sustainability and Climate Change is one of our
principal risks. Please refer to page 35 for more
details.
Social and
Employee matters
Diversity, Equity and Inclusion
Health and Safety
Speak Up
Conflicts of Interest
Sustainability Report For employee matters, retention and recruitment of
employees is one of our principal risks. Please refer
to page 36, the ESG Board Committee Report on
pages 123 to 126 and the Nomination Committee
Report on pages 127 to 135 for more details.
Human Rights Modern Slavery Statement Sustainability Report Although the risks associated with human rights
abuses are actively monitored, the Group does not
believe these risks meet the threshold of a principal
risk for our business.
Anti-Bribery and
Corruption
Code of Conduct
Compliance
Anti-Bribery
Sustainability Report Although the risks associated with bribery and
corruption are actively monitored, the Group does
not believe these risks meet the threshold of a
principal risk for our business.
Description of the
business model
Please refer to pages
22 to 24
Non-Financial
key performance
indicators
Please refer to
page 31
Results and Dividends
The Group’s results and performance highlights for the year are set out on pages 14 to 19 of the Annual Report. An interim dividend of
1.89 cents per Ordinary Share was paid to Shareholders in December 2023. Subject to approval at the 2024 Annual General Meeting,
the Directors propose to pay a final ordinary dividend of 3.97 cents per Ordinary Share for the financial year ended 29 February 2024 to
Shareholders on the Register of Members at close of business on 19 July 2024.
108
C&C Group plc
Annual Report 2024
Board of Directors
The names, functions and date of appointment of the Directors as at the date of this Report are as follows:
Director Function Appointment
Ralph Findlay Chair & Chief Executive Officer 2024
Executive Chair 2023
Independent Non-Executive Chair 2022
Independent Non-Executive Director 2022
Andrew Andrea Chief Financial Officer 2024
Vineet Bhalla Independent Non-Executive Director 2021
Jill Caseberry Independent Non-Executive Director 2019
Vincent Crowley Independent Non-Executive Director 2016
John Gibney Independent Non-Executive Director 2022
Angela Bromfield Independent Non-Executive Director 2023
Chris Browne OBE Independent Non-Executive Director – Employee Engagement
Senior Independent Director
2023
2024
Sarah Newbitt Independent Non-Executive Director – Employee Engagement 2023
Research and Development
Certain Group undertakings are engaged in ongoing research and development aimed at improving processes and expanding product
ranges.
Listing Arrangements
In order to facilitate entry into the FTSE UK Index Series, the Group cancelled the listing and trading of C&C shares on Euronext Dublin with
effect from 8 October 2019. The Group is listed on the premium segment of The London Stock Exchange and was included in the FTSE All-
Share Index and the FTSE 250 indices in December 2019.
The Group remains domiciled and tax resident in Ireland, with its registered and corporate head office located in Dublin. The Group also
retains a significant manufacturing, commercial and brand presence in Ireland.
Share Price
The price of the Company’s Ordinary Shares as quoted on the London Stock Exchange at the close of business on 29 February 2024 was
£1.43 (28 February 2023: £1.49). The price of the Company’s Ordinary Shares ranged between £1.23 and £1.59 during the year.
Further Information on the Group
The information required by section 327 of the Companies Act 2014 to be included in this report with respect to:
1. The review of the development and performance of the business and future developments is set out in the CEO’s Review on pages 10
to 13 and the Strategic Report on pages 2 to 89.
2. The principal risks and uncertainties which the Company and the Group face are set out in the Strategic Report on pages 32 to 41.
3. The key performance indicators relevant to the business of the Group, including environmental and employee matters, are set out in the
Strategic Report on pages 30 to 31 and in the CFO’s Review on pages 53 to 58; and further information in respect of environmental and
employee matters is set out in the Sustainability Report on pages 59 to 89.
4. The financial risk management objectives and policies of the Company and the Group, including the exposure of the Company and the
Group to financial risk, are set out in the CFO’s Review on pages 53 to 58 and note 24 to the financial statements.
The Group’s Viability Statement is contained in the Strategic Report on page 41.
Corporate Governance
In accordance with the Companies Act 2014, the Corporate Governance statement of the Company for the financial year ended 29 February
2024, including the main features of the internal control and risk management systems of the Group, is contained in the Strategic Report and
the Corporate Governance Report on pages 94 to 107.
109
Governance Report
Strategic Report Financial Statements Additional Information
Substantial Interests
At 29 February 2024, the following percentage interests in the Ordinary Share capital of the Company, had been notified under Rule 5 of
the Disclosure Guidance and Transparency Rules, (‘DTR 5’). The Company is not aware of any changes in the interests disclosed under
DTR 5 between 29 February 2024 and 20 June 2024.
No. of Ordinary
Shares held as
notified at
29 February 2024
% at
29 February 2024
No. of Ordinary
Shares held as
notified at
20 June 2024
% at
20 June 2024
Artemis Investment Management LLP 54,579,724 13.86% 54,579,724 13.86%
FIL Limited 38 ,182,49 6 9.72% 38,188,301 9.82%
Brandes Investment Partners, L.P. 31,58 0,195 8.02% 34,975,218 9.03%
Magallanes Value Investors SA SGIIC 12,271,597 3.12% 20,116,718 5.11%
Aberforth Partners LLP 19,739,135 5.02% 19,739,135 5.02%
BlackRock, Inc. 14,405,937 3.66% 14,405,937 3.66%
Utah State Retirement Systems 12,231,013 3.11% 12,231,013 3.11%
Silchester International Investors LLP 12,341,061 3.96% 12,341,061 3.96%
Setanta Asset Management Limited 11,9 0 4,120 3.16% 11,9 04,120 3.16%
Issue of Shares and Purchase of
Own Shares
At the Annual General Meeting held on 7
July 2023, the Directors received a general
authority to allot shares. A limited authority
was also granted to Directors to allot shares
for cash otherwise than in accordance with
statutory pre-emption rights. Resolutions
will be proposed at the 2024 Annual General
Meeting to allot shares to a nominal amount
which is equal to approximately one-third
of the issued Ordinary Share capital of
the Company. In addition, resolutions will
also be proposed to allow the Directors
to allot shares for cash otherwise than in
accordance with statutory pre-emption
rights up to an aggregate nominal value
which is equal to approximately 5% of the
nominal value of the issued share capital of
the Company and, in the event of a rights
issue, and a further 5% of the nominal value
of the issued share capital of the Company
for the purposes of an acquisition or a
specified capital investment. If granted,
these authorities will expire at the conclusion
of the Annual General Meeting in 2025 and
the date 18 months after the passing of the
resolution, whichever is earlier.
At the Annual General Meeting held on
7 July 2023 authority was granted to
purchase up to 10% of the Company’s
Ordinary Shares (the “Repurchase
Authority”). The Group has commenced
its previously announced share buyback
programme and from 1 March 2024 to
21 June 2024 has purchased 7,653,323
shares in the open market at an average
price of 190.16 cent per share, with the total
buyback therefore amounting to €14.6m.
Special resolutions will be proposed at the
2024 Annual General Meeting to renew
the authority of the Company, or any of its
subsidiaries, to purchase up to 10% of the
Company’s Ordinary Shares in issue at the
date of the Annual General Meeting and
in relation to the maximum and minimum
prices at which treasury shares (effectively
shares purchased and not cancelled) may
be re-issued off-market by the Company.
If granted, the authorities will expire on the
earlier of the date of the Annual General
Meeting in 2025 and the date 18 months
after the passing of the resolution. The
minimum price which may be paid for
shares purchased by the Company shall not
be less than the nominal value of the shares
and the maximum price will be 105% of the
average market price of such shares over
the preceding five days. The Directors will
only exercise the power to purchase shares
if they consider it to be in the best interests
of the Company and its Shareholders.
As at 20 June 2024, being the latest
practicable date, options to subscribe
for a total of 3,839,893 Ordinary Shares
(excluding Recruitment and Retention
Awards) are outstanding, representing
0.97% of the Company’s total voting
rights. If the authority to purchase Ordinary
Shares were used in full, the options would
represent 1.07% of the Company’s total
voting rights.
Dilution Limits and Time Limits
All employee share plans contain the share
dilution limits recommended in institutional
guidance, namely that no awards shall be
granted which would cause the number
of Shares issued or issuable pursuant to
awards granted in the ten years ending with
the date of grant (a) under any discretionary
or executive share scheme adopted by the
Company to exceed 5%, and (b) under any
employees’ share scheme adopted by the
Company to exceed 10%, of the Ordinary
Share capital of the Company in issue at
that time.
Directors’ Report
(continued)
110
C&C Group plc
Annual Report 2024
The European Communities
(Takeover Bids (Directive 2004/25/
EC)) Regulations 2006
Structure of the Company’s share capital
At 20 June 2024, being the latest
practicable date, the Company has an
issued share capital of 395,760,194
Ordinary Shares of €0.01 each and an
authorised share capital of 800,000,000
Ordinary Shares of €0.01 each.
At 29 February 2024, the trustee of the C&C
Employee Trust held 1,133,822 Ordinary
Shares of €0.01 each in the capital of the
Company. Shares held by the trustee of the
C&C Employee Trust are accounted for as
if they were treasury shares. These shares
are, however, included in the calculation
of Total Voting Rights for the purposes of
Regulation 20 of the Transparency (Directive
2004/109/EC) Regulations 2007 (“TVR
Calculation”).
At 29 February 2024, a subsidiary of
the Group held 9,025,000 shares in the
Company, which were acquired under
the authority granted to the Company.
These shares are not included in the TVR
calculation and are accounted for as
treasury shares. Treasury shares represent
2.24% of issued share capital at 29
February 2024. Further details can be found
in Note 26 (Share Capital and Reserves) on
pages 256 to 257.
Details of employee share schemes,
and the rights attaching to shares held
in these schemes, can be found in
Note 4 (Share-Based Payments) to the
financial statements and the Report of the
Remuneration Committee on Directors’
Remuneration on pages 209 to 213.
The Company has no securities in issue
conferring special rights with regard to
control of the Company.
Details of persons with a significant holding
of securities in the Company are set out on
page 110.
Rights and obligations attaching to the
Ordinary Shares
All Ordinary Shares rank pari-passu, and
the rights attaching to the Ordinary Shares
(including as to voting and transfer) are
as set out in the Company’s Articles of
Association (“Articles”). A copy of the
Articles may be obtained upon request to
the Company Secretary, or they can be
found on our website at candcgroupplc.
com.
Holders of Ordinary Shares are entitled to
receive duly declared dividends in cash or,
when offered, additional Ordinary Shares.
In the event of any surplus arising on the
occasion of the liquidation of the Company,
Shareholders would be entitled to a share
in that surplus pro rata to their holdings of
Ordinary Shares.
Holders of Ordinary Shares are entitled
to receive notice of and to attend, speak
and vote in person or by proxy, at general
meetings on a show of hands, one vote,
and, on a poll, one vote for each Ordinary
Share held. Procedures and deadlines
for entitlement to exercise, and exercise
of, voting rights are specified in the notice
convening the general meeting in question.
There are no restrictions on voting rights
except in the circumstances where a
‘Specified Event’ (as defined in the Articles)
shall have occurred and the Directors
have served a restriction notice on the
Shareholder. Upon the service of such
restriction notice, no holder of the shares
specified in the notice shall, for so long as
such notice shall remain in force, be entitled
to attend or vote at any general meeting,
either personally or by proxy.
Holding and transfer of Ordinary
Shares
Following the migration in March 2021 of
securities settlement in the securities of
Irish registered companies listed on the
London Stock Exchange (such as the
Company) and/or Euronext Dublin from
the current settlement system, CREST,
to the replacement system, Euroclear
Bank, the Ordinary Shares can be held in
certificated form (that is, represented by a
share certificate) or indirectly through the
Euroclear System or through CREST in CDI
(CREST Depository Interest) form.
Save as set out below, there is no
requirement to obtain the approval of the
Company, or of other Shareholders, for a
transfer of Ordinary Shares. The Directors
may decline to register (a) any transfer of
a partly-paid share to a person of whom
they do not approve, (b) any transfer of
a share to more than four joint holders,
and (c) any transfer of a certificated share
unless accompanied by the share certificate
and such other evidence of title as may
reasonably be required. The registration
of transfers of shares may be suspended
at such times and for such periods (not
exceeding 30 days in each year) as the
Directors may determine.
Transfer instruments for certificated
shares are executed by or on behalf of the
transferor and, in cases where the share
is not fully paid, by or on behalf of the
transferee.
The Articles contain provisions designed
to facilitate the Company’s participation
in the Euroclear Bank settlement system
and to facilitate the exercise of rights in the
Company by holders of interests in Ordinary
shares that are held through the Euroclear
Bank system. The holding and transfer of
Ordinary Shares through the Euroclear
Bank system is additionally subject to the
rules and procedures of Euroclear Bank
and applicable Belgian law and (for interests
in Ordinary Shares held in CDI form) those
of CR EST.
Rules concerning the appointment
and replacement of the Directors
and amendment of the Company’s
Articles
Unless otherwise determined by ordinary
resolution of the Company, the number
of Directors shall not be less than two or
more than 14. Subject to that limit, the
Shareholders in general meeting may
appoint any person to be a director either
to fill a vacancy or as an additional director.
The Directors also have the power to co-opt
additional persons as Directors, but any
director so co-opted is under the Articles
required to be submitted to Shareholders
for re-election at the first Annual General
Meeting following their co-option.
111
Governance Report
Strategic Report Financial Statements Additional Information
The Articles require that at each Annual
General Meeting of the Company one-third
of the Directors retire by rotation. However,
in accordance with the recommendations of
the UK Corporate Governance Code 2018,
the Directors have resolved they will all retire
and submit themselves for re-election by
the Shareholders at the Annual General
Meeting on 15 August 2024.
The Company’s Articles may be amended
by special resolution (75% majority of votes
cast) passed at a general meeting.
Powers of Directors
Under its Articles, the business of the
Company shall be managed by the
Directors, who exercise all powers of the
Company as are not, by the Companies
Acts or the Articles, required to be
exercised by the Company in general
meeting.
The powers of Directors in relation to
issuing or buying back by the Company of
its shares are set out above under “Issue of
Shares and Purchase of Own Shares”.
Change of control and related
matters
Certain of the Group’s borrowing facilities
include provisions that, in the event of a
change of control of the Company, could
oblige the Group to repay the facilities.
Certain of the Company’s customer
and supplier contracts and joint venture
arrangements also contain provisions that
would allow the counterparty to terminate
the agreement in the event of a change of
control of the Company. The Company’s
Executive Share Option Scheme and
Long-Term Incentive Plan each contain
change of control provisions which allow
for the acceleration of the exercise of share
options/awards in the event of a change of
control of the Company.
There are no agreements between the
Company and its Directors or employees
providing for compensation for loss of
office or employment (whether through
resignation, purported redundancy or
otherwise) that occurs because of a
takeover bid in excess of their normal
contractual entitlement.
Shareholder Rights Directive II
On 20 March 2020, the provisions of the
Shareholders’ Rights Directive II (SRD II)
became law in Ireland with the publication of
the European Union (Shareholders’ Rights)
Regulations 2020 (‘SRD II Regulations’). The
SRD II Regulations apply with effect from 30
March 2020.
SRD II Regulations codify that Irish
companies must seek Shareholder approval
of a remuneration report annually; and, an
advisory remuneration policy once every
four years. The Group is, in effect, already
in compliance with this requirement having
provided Shareholders with the opportunity
to opine on the Group’s remuneration report
annually since 2010; and also in providing
Shareholders with an advisory vote on
the Group’s Remuneration Policy. The
Remuneration Policy (‘Policy’) was last put
to our Shareholders on an advisory basis
at the 2021 AGM and is being put to our
Shareholders again this year at our AGM on
15 August 2024.
Political Donations
No political donations were made by
the Group during the year that require
disclosure in accordance with the Electoral
Acts, 1997 to 2002.
Accounting Records
The measures taken by the Directors to
secure compliance with the requirements
of Sections 281 to 285 of the Companies
Act 2014 with regard to the keeping of
adequate accounting records are to employ
accounting personnel with appropriate
qualifications, experience and expertise
and to provide adequate resources to the
finance function. The books of account of
the Company are maintained at the Group’s
office in Bulmers House, Keeper Road,
Crumlin, Dublin 12, D12 K702.
Auditor
In accordance with Section 383(2) of the
Companies Act 2014, the auditor, Ernst
& Young, Chartered Accountants, will
continue in office. Ernst & Young were first
appointed as the Company’s auditor during
the financial year ending 28 February 2018
following a tender process. The Company
is committed to mandatory tendering every
ten years. Further details are set on page
121.
Disclosure of Information to the Auditor
In accordance with Section 330 of the
Companies Act 2014, the Directors confirm
that, so far as they are each aware, there
is no relevant audit information, being
information needed by the auditor in
connection with preparing their report, of
which the Company’s auditor is unaware.
Having made enquiries with fellow
Directors and the Company’s auditor,
each Director has taken all the steps that
they ought to have taken as a Director to
make themselves aware of any relevant
audit information and to establish that
the Company’s auditor is aware of that
information.
Directors’ Compliance Statement
(Made in Accordance with Section
225 of the Companies Act 2014)
The Directors acknowledge that they are
responsible for securing compliance by the
Company with its relevant obligations as
are defined in the Companies Act 2014 (the
‘Relevant Obligations’).
The Directors confirm that they have drawn
up and adopted a compliance policy
statement setting out the Company’s
policies that, in the Directors’ opinion, are
appropriate to the Company with respect
to compliance by the Company with its
relevant obligations.
The Directors further confirm the Company
has put in place appropriate arrangements
or structures that are, in the Directors’
opinion, designed to secure material
compliance with its relevant obligations
including reliance on the advice of persons
employed by the Company and external
legal and tax advisers as considered
appropriate from time to time and that they
have reviewed the effectiveness of these
arrangements or structures during the
financial year to which this report relates.
Directors’ Report
(continued)
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Financial Instruments
In the normal course of business, the Group
has exposure to a variety of financial risks,
including foreign currency risk, interest
rate risk, liquidity risk and credit risk. The
Company’s financial risk objectives and
policies are set out in Note 24 of the financial
statements.
Post Balance Sheet Events
On 6 June 2024, Patrick McMahon, stepped
down from the Board and Ralph Findlay,
Chair of the Board was appointed to the role
of CEO with immediate effect.
The Group has commenced its previously
announced share buyback programme and
from 1 March 2024 to 21 June 2024 has
purchased 7,653,323 shares in the open
market at an average price of €190.16 pence
per share, with the total buyback therefore
amounting to €14.6m.
2024 Annual General Meeting
The Annual General Meeting will be held in
Ireland on 15 August 2024 at 2.00 p.m. The
Notice of Meeting, along with an explanation
of the proposed resolutions, are set out in a
separate document which accompanies this
Annual Report and can be downloaded from
the Company’s website that will provide
details of the Meeting. The Company
conducts the vote at the AGM by poll and
the result of the votes, including proxies, is
published on the Company’s website after
the meeting.
Other Information
Other information relevant to the Directors’
Report may be found in the following
sections of the Annual Report:
Information Location in the Annual Report
Results Financial Statements – pages 166 to 274.
Principal risks & uncertainties including
risks associated with recent emergence of
COVID-19
Principal Risks and Uncertainties – pages
32 to 41.
Directors’ remuneration, including the
interests of the Directors and secretary in the
share capital of the Company
Directors’ Remuneration Committee Report
– pages 136 to 163.
Long-Term Incentive Plan, share options and
equity settled incentive schemes
Directors’ Remuneration Committee Report
– pages 136 to 163.
Significant subsidiary undertakings Financial Statements – Note 29.
Director biographies and Board composition Directors and Officers – pages 92 to 93.
Audit Committee Report Pages 114 to 122.
The Directors’ Report for the financial year
ended 29 February 2024 comprises these
pages and the sections of the Annual
Report referred to under ‘Other information’
above, which are incorporated into the
Directors’ Report by reference.
Signed
On behalf of the Board
Ralph Findlay
Chair & Chief Executive Officer
27 June 2024
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Governance Report
Strategic Report Financial Statements Additional Information
Dear Shareholder
This annual Report of the
Audit Committee (‘the
Committee’) outlines the
work undertaken by the
Committee during FY2024.
In addition to providing an
overview of the Committee’s
activities in the year under
review, it also looks forward
to our expected activities in
the coming year.
Year in Review
FY2024 has been a challenging year for
the business. As reported last year, the
implementation of a complex Enterprise
Resource Planning ("ERP") system upgrade
in Matthew Clark and Bibendum ("MCB")
contributed to significant delays leading
to service disruption and intense pressure
on our colleagues who worked tirelessly to
address these issues. As a result of their
efforts, customer service levels have been
successfully restored and service issues
addressed.
During the year accounting discrepancies
were discovered and notified to the Audit
Committee. The most significant of these
related to the Group’s cider production
facility in Clonmel, together with further
adjustments to current assets and liabilities
at a number of the Groups other sites, and
amendments to provisions for onerous
apple contracts. Detailed internal and
external reviews of inventory and balance
sheet reconciliations were undertaken
and an independent accounting firm was
appointed to investigate the relevant issues
and to determine contributing factors, any
potential financial impact and the time
period over which the issues extended.
The objective and scope of the internal and
external reviews were as follows:
• To understand how the errors identified
have accumulated over time, how they
have affected prior year results and to
consider whether the impact on past
period results was such as to require them
to be restated.
• To satisfy the Committee, in discussions
with senior management and the Group’s
internal audit function, that the remedial
steps proposed to the Group’s financial
systems and internal controls and the
interim measures to be applied until these
new steps are fully implemented, are
sufficient to avoid any repetition of the
issues that have emerged. This will include
comprehensive internal audit reviews
across the relevant areas.
The issues that were identified were then
considered in detail by both the Group's
Audit Committee and the Board, as part of
the finalisation of the Group's FY2024 Annual
Report and Accounts. Disappointingly,
a number of prior year adjustments have
been reflected in the financial statements
relating to FY2021, FY2022 and FY2023.
The impact on previously reported annual
financial statements are summarised below,
which have resulted in robust internal and
independent external reviews, resulting in
significant proposed changes to internal
reporting processes, risk management and
monitoring frameworks and the internal
control environment. There will also be an
impact on the unaudited FY2024 interim
results, the details of which will be provided in
the FY2025 Interim results to be announced
in October.
Audit Committee Report
Membership and Attendance
The following Non-Executive Directors served on the Committee during the year:
Member Member Since
Number of Meetings
Attended
John Gibney (Chair)
26 October 2022 8/8
Vincent Crowley 22 March 2016 8/8
Jim Thompson
1
1 March 2019 4/4
Jill Caseberry
2
6 December 2023 1/1
Vineet Bhalla
3
8 February 2023 7/7
1. Jim Thompson stepped down from the Board on 13 July 2023.
2. Jill Caseberry was appointed as a member of the Committee on 6 December 2023.
3. Vineet Bhalla stepped down as a member of the Audit Committee on 6 December 2023.
114
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The accounting adjustments in aggregate
represent an underlying operating profit
adjustments charge of €6.1m. By year,
the restatements comprised a €1.5m
adjustment charge in FY2023, a €3.1m
adjustment credit in FY2022 and a €7.7m
adjustment charge in FY2021. These
adjustments relate principally to five items,
inventory related matters (€11.1m charge),
incorrect accounting treatment of inventory
of branded glassware (€1.1m charge), goods
received not invoiced ("GRNI") (€2.9m
credit), the timing of release of customer
discount liabilities (€3.7m credit), together
with additional items (€0.5m charge) over
the three-year period in question.
In addition, the Group has recorded an
exceptional prior year (FY2023) charge
with respect to onerous apple contracts
of €12.2m. The total value of the pre-tax
adjustments, including the exceptional
onerous apple contracts charge, is €18.3m.
The Board and Audit Committee have
considered the background to these items
in detail, including representations and
accuracy of information provided to the
External Auditors, the Committee and the
Board at the time the items arose and in
subsequent financial years. In addition
to accounting mistakes and errors of
judgement underlying these issues, it
is clear from the reviews undertaken
that there were failures in the Group's
reporting framework and that in parts
of the organisation behaviours fell short
of the levels of transparency demanded
and required such that opportunities
were missed to identify and appropriately
address the relevant issues. Further details
relating to the underlying issues and the
consequent actions and improvements to
the controls and governance frameworks
that have been and are being taken to
ensure that there is no repetition of these
issues are set out below.
It is clear from both our internal reviews
and independent external investigative
work that the shortcomings related to
certain of the Group’s inventory and
balance sheet reconciliations, inadequate
accounting systems suitable to manage the
complexities in the manufacturing process,
and the internal control environment not
operating effectively in certain parts of the
Group. In summary:
• Accounting mistakes and errors of
judgement were made in periods before
the FY2023 group annual report and
accounts were finalised and during the
FY2024 period.
• At the FY2023 year-end there were
material issues that had arisen that
were not appropriately escalated and/
or addressed in the FY2023 financial
statements and were inappropriately
deferred to be resolved in the FY2024
year.
• Inadequate inventory controls and
accounting systems at the Clonmel
facility and reporting structures within the
Group’s wider finance function.
• Adjustments to current assets and
liabilities across other sites were made in
response to the issues noted in Clonmel,
the majority of which related to changes
in accounting estimates and judgements.
In light of the findings, significant changes
have already been implemented to the
finance team and reporting structure as
highlighted below. At a management and
oversight level, both the Audit Committee
and Board believe these matters reflect
under-investment in our people, systems
and a lack of transparency in disclosures,
which have hindered the financial reporting
and review process, across the business.
The substantial extra workload for
management, the Committee and EY as
a result of the investigation, caused us to
defer the publication of our preliminary full
year results from 23 May 2024 until such
time as the impact and underlying causes
could be determined. The Committee and
wider Board agreed to prioritise a robust
review over speed to ensure that findings
would be accurate, transparent and of
the quality needed to restore trust and
confidence in our corporate reporting.
The need for careful consideration of the
additional matters by management, our
auditor and the Committee resulted in
5 extra meetings of the Committee and
the publication of details of the findings
and summary FY2024 unaudited financial
performance on 7 June 2024.
I highlighted in my report last year, that
the Audit Committee would continue to
focus on the internal control environment.
Following the appointment of Andrew
Andrea as Group CFO on 1 March 2024, he
has quickly overseen the in-depth review
of inventory and balance sheet controls
together with the appointment of additional
experienced technical resources and
capabilities into the finance function. This
process was aided by the robust review
undertaken by an independent accounting
firm, and which has contributed to a number
of changes in process and reporting which
are detailed below. The Audit Committee is
satisfied that the process undertaken, and
changes being implemented are sufficient
to ensure that the failings encountered
cannot arise in future and a strong culture of
reporting potential errors or misstatements
as quickly and transparently as possible will
be achieved. Whilst immediate remediation
steps have been taken, as noted above, the
Audit Committee, in conjunction with the
CFO, is overseeing the implementation of
the following recommendations arising from
the report of the independent accountants.
• Systems capabilities across all sites to be
reviewed and standardised;
• Robust review and improvement of all key
controls and a process of ongoing review
put in place;
• Physical inventory review procedures and
assessment of roles and responsibilities
of internal audit and how it is managed
and resourced.
• GRNI reconciliations to be performed on
a minimum monthly basis;
• Manual adjusting journal entries to be
reviewed with entries over a certain limit
to require review and approval;
• A refreshed campaign to ensure a healthy
workplace ‘speak up’ culture, so that
errors and misstatements are raised
in a timely manner and then dealt with
appropriately; and
• Further consideration of the findings of
the independent accountant's report in
terms of the upcoming changes to the UK
Corporate Governance Code and what
additional changes may be appropriate to
ensure that the Board will be comfortable
in providing the proposed confirmations
in relation to internal controls going
forward.
115
Governance Report
Strategic Report Financial Statements Additional Information
The improvements being achieved in our
internal financial control environment are
already evident and I wish to thank our
finance team for the effort, tenacity and
skill they have demonstrated during such a
challenging period. Likewise, following the
review into the implementation of the 2023
ERP upgrade, significant improvements are
already underway in our management of
major systems and process change.
While much has been achieved in a short
space of time, there is still work to be done
to achieve the standard of risk and control
environment which our business requires.
We have already made improvements, and
this will continue to be the main focus of
the Audit Committee in the coming year.
The Audit Committee recognises the huge
commitment and efforts of our colleagues in
Finance, IT, Risk and Project Management
in helping to address these issues.
During the year, the Committee oversaw
the Group’s financial reporting, risk
management and internal control
procedures and the work of internal auditors
to ensure the Annual Report and financial
statements provide a true and fair view of
the Group’s performance, focusing on the
accuracy, integrity and communication of
our financial reporting. Given the internal
shortcomings identified above, it is clear
to the Committee that an overhaul of the
internal audit process and risk management
and monitoring is required to ensure the
efficient functioning of the Group’s financial
reporting framework going forward. This
review will commence quickly after the
completion of the FY2024 Annual Report
and Accounts.
The Committee is committed to
transparency and continuous improvement
to ensure absolute integrity in the Group’s
internal and external reporting processes,
risk management framework and controls
environment. To improve the quality of
financial reporting and oversight provided
by the Committee, we are focused on:
• Expanding and improving the scope and
delivery of management and internal audit
reports reviewed by the Audit Committee
• Assess the roles and responsibilities of
internal audit and how this is managed
and resourced
• Overseeing the implementation of the
recommendations identified above, in
conjunction with the CFO
• Engaging with shareholders regarding the
Audit Committee’s work
During the year, the Committee’s
performance was subject to an internal
Board performance review with responses
being received from the Committee’s
members as well as other regular
attendees. The internal review, shared with
both the Chair of the Board and the Chair of
the Committee, supported the performance
and effectiveness of the Committee but
noted that greater transparency and
accuracy of information is required going
forward.
In discharging its responsibilities in the
year and subsequently in light of the
issues referred to above, the Committee
reviewed and challenged management
on the significant accounting judgements
and disclosures made in our financial
reporting in relation to inventory existence
and valuation matters, accounting for GRNI
and other balance sheet items, deficiencies
in the internal control environment and
management override of controls, lack
of transparency over representations
and accuracy of information presented
to the Committee. Other areas reviewed
included recoverability of trade receivables
and advances to customers, the carrying
value of goodwill and intangibles, revenue
recognition, as well as reviewing the
analysis behind our going concern and
viability statements and considering the
processes that underpinned the production
of the Annual Report and Accounts.
The Committee also undertook a thorough
review of the implementation, system fixes
and mitigation plans associated with the
implementation of the complex ERP system
upgrade in our MCB business, culminating
in a series of recommendations to ensure
the Group has the required level of planning,
capability and resilience in its systems
to avoid any reoccurrence of the issues
encountered in the future.
As is usual, the Committee considered the
Group’s Principal Risk disclosures for the
financial year ended 29 February 2024. The
Committee is satisfied that the statements
made by the Directors on pages 32 to 41
of this Annual Report in respect of the
Principal Risks are appropriate based on
what is currently known to management as
at the date of this Report.
The Committee’s work was supported
by the Group’s established risk and
financial management structures, which
in light of the matters identified, are being
strengthened to improve our financial
reporting and the quality of the Audit
Committee’s oversight for the benefit of
shareholders and other stakeholders. The
Committee has continued to be greatly
assisted by the commitment, energy and
experience of the finance team, which has
enabled the Committee to fulfil its role in
providing effective scrutiny and challenge.
As Chair, I regularly engage with the Head
of Internal Audit and the External Auditor
both ahead of Committee meetings and
also as part of a regular dialogue we have
on issues relevant to the Committee, in
each case in order to ensure that each
of their independent views, opinions and
comments are reflected in the Committee’s
deliberations and dealings. Following the
issues identified concerning the prior year
accounting adjustments and the remedial
actions underway, as Chair, I will be
increasing the level of engagement across
the finance function and with the External
Auditors in FY2025.
There were eight meetings of the
Committee during the year. The meetings of
the Committee were generally scheduled to
take place in advance of Board meetings.
This allowed me, to provide the Board
with a detailed update on the key items
discussed during our meetings. The Board
also received copies of the minutes of the
Committee meetings. As noted above, 5
additional meetings of the Committee have
taken place following the end of the year
under review.
In my capacity as Audit Chair, I am available
to all Board members to discuss any audit
or risk related concerns they may have,
either on a collective or individual basis.
Audit Committee Report
(continued)
116
C&C Group plc
Annual Report 2024
During FY2024 I met with the external audit
partner and the Head of Internal Audit,
without management on a regular basis. I
have also had a number of further meetings
following the end of the year under review
with representatives of the External
Auditors in light of the issues that have been
identified and which have given rise to the
prior year adjustments and control failings
mentioned above.
More information about the Committee’s
activities during the year can be found in the
pages which follow.
The Year Ahead
Looking forward, the main focus of the
Committee will be on continuing to improve
the financial control and risk management
framework of the business including
the implementation of the actions noted
above, in particular the organisational
culture and commitment to speaking up.
We will continue to review the financial
reporting of the Group and its accounting
policies and any major accounting issues
of a subjective nature will be considered
and discussed by the Committee. The
Committee will also consider any additional
requirements resulting from the upcoming
UK Corporate Governance Code changes.
The Committee fulfils a key role in assisting
the Board in ensuring that the integrity
of the Group’s financial statements and
the effectiveness of the Group’s internal
financial controls and risk management
systems are maintained. Through the
Committee’s composition, resources and
the commitment of its members, I believe
that it remains well placed to meet those
challenges and to discharge its duties
effectively in the year ahead notwithstanding
the deeply disappointing issues that have
been identified and have necessitated
the restatements reflected in our FY2024
financial statements.
On behalf of the Board
John Gibney
Audit Committee Chair
27 June 2024
Role and Responsibilities of the
Committee
The Committee supports the Board
in fulfilling its responsibilities in relation
to financial reporting, monitoring the
integrity of the financial statements and
other announcements of financial results
published by the Group; and reviewing
and challenging any significant financial
reporting issues, judgements and
actions of management in relation to the
financial statements. The Committee
reviews the effectiveness of the Group’s
internal controls and risk management
systems and the effectiveness of the
Group’s Internal Audit function. On behalf
of the Board, the Committee manages
the appointment and remuneration of
the External Auditor and monitors its
performance and independence. The
Group supports an independent and
confidential whistleblowing procedure,
and the Committee monitors the
operation of this facility.
In accordance with the Code, the Board
requested that the Committee advise it
whether it believes the Annual Report
and Accounts, taken as a whole, is
fair, balanced and understandable and
provides the information necessary for
Shareholders to assess the Group’s
position and performance, business
model and strategy.
The Committee’s Terms of Reference
reflect this requirement and can be
found in the Investor Centre section of
the Group’s website. A copy may be
obtained from the Company Secretary.
All members of the Committee are and
were considered by the Board to be
independent throughout the year under
review.
The Committee members have been
selected to provide the wide range of
financial and commercial expertise
necessary to fulfil the Committee’s
duties and responsibilities and provide
effective governance. As a qualified
chartered accountant, I am considered
by the Board to have recent and relevant
financial experience, as required by the
Code. The Committee is considered by the
Board to have the necessary competence
and broad experience relevant to the sector
in which the Group operates. Details of the
skills and experience of the Directors are
contained in the Directors’ biographies on
pages 86 and 87 of the Annual Report and
Accounts.
The Committee has access to the Group’s
finance team, to its Internal Audit function
and to its External Auditor and can seek
further professional training and advice, at
the Group’s cost, as appropriate.
Meeting Frequency and Main
Activities in the Year
The Committee met on eight scheduled
occasions during FY2024. The quorum
necessary for the transaction of business
by the Committee is two, each of whom
must be a Non-Executive Director. Regular
attendees by invitation include the Chair
of the Board, the Chief Executive Officer,
the Chief Financial Officer, the Head of
Internal Audit and, Ernst & Young ("EY"), the
External Auditor.
The Company Secretary and Group General
Counsel is Secretary to the Committee.
Going Concern
The Committee and the Board reviewed
and challenged management’s assessment
of base case and downside forecast cash
flows for the period to 31 August 2025
including sensitivity to macro-economic
uncertainties such as a sustained downturn
in demand, higher input costs and interest
rates, combined with significant operational
disruption, along with the Group’s own
mitigating actions on costs and cash
flows. The Committee also considered
the Group’s financing facilities, the level of
available liquidity and covenant compliance
over the forecast period. Based on this, the
Committee confirmed that the application of
the going concern basis for the preparation
of the financial statements continued to be
appropriate with no material uncertainties.
For further information on the work
undertaken by the Committee, the Board
and management in relation to the going
117
Governance Report
Strategic Report Financial Statements Additional Information
concern basis of preparation for the
FY2024 financial statements, please see
‘Going Concern’ on page 40 and ‘Viability
Statement’ on page 41. The Directors’ Going
Concern statement is set out on page 164.
Significant Judgemental Areas
The key matters reviewed and evaluated
by the Committee during the year are set
out below. Each of these areas received
particular focus from the External Auditor,
who provided detailed analysis and
assessment of the matters in their report to
the Committee.
Recoverability of On-Trade
Receivables and Advances to
Customers
The Group has a recoverability risk
through exposure to on-trade receivable
balances and advances to customers
who may experience financial difficulties.
The Committee’s focus on this area was
heightened this year as a result of issues
associated with the implementation of a
complex ERP system upgrade in our MCB
business, in addition to the cost-of-living
crisis, and the consequential impact on
some of our customers. The Committee
considered the basis used by management
in calculating the expected credit losses,
whether it adequately captured the risks
in the current environment and the level
of security in respect of those loans. As a
result of the review process, the Committee
concluded that the expected credit loss on
trade receivables and loans was prudent but
appropriate and were properly reflected in
the consolidated financial statements.
Carrying value of goodwill and
intangible brand assets, including
related impairment charges
The Committee considered management’s
conclusion that an impairment of the
carrying value of goodwill and intangible
assets held by the Group should be made.
Indicators of impairment were identified
around the continuing challenging trading
conditions in the crowded and competitive
UK cider market. This has resulted in
uncertainty in the longer-term outlook
for Magners cider in the Great Britain
operating segment, which together with
other macroeconomic factors, is restricting
the Group’s ability to innovate and trade
its way back to sustainable profit growth.
In particular, the Committee considered
and challenged the valuation financial
models, including sensitivity analysis,
used to support the valuation and the key
assumptions and judgements used by
management underlying these models.
The key assumptions used in the financial
models and consequently the key focus
areas for the Committee relate to future
volume, net revenue and operating profit,
the growth rate in perpetuity and the
discount rate applied to the resulting cash
flows. The Committee considered the
outcome of the financial models and found
the methodology to be robust, and agreed
with management’s conclusion that an
impairment of goodwill should be made.
Revenue recognition
The Committee considered the Group’s
revenue recognition policy and is satisfied
it is appropriate and in line with IFRS 15
Revenue from Contracts with Customers.
Management Override of internal
controls and related prior period
adjustments
The adjustments previously noted in respect
of current assets and liabilities included
amounts in respect of goods received, not
yet invoiced (GRNI), customer discount
liabilities, incorrect accounting treatment of
glassware, together with amounts in respect
of supply and packaging arrangements and
prepayments. The Committee has identified
that some material releases of these items
were incorrectly made by management
during FY2024 without the expected and
required level of diligence and analysis to
support these releases. These write off
and releases in current assets and liabilities
were subsequently corrected and allocated
to the correct financial years, as outlined in
our RNS "Summary of FY2024 unaudited
financial performance" on 7 June 2024 and
noted below in the prior year adjustments
section.
During the current financial year, the Group
identified in conjunction with the external
auditors, and subsequently with the
assistance of an independent accounting
firm, prior period accounting errors in
inventory and other balance sheet accounts
within current assets and liabilities, across a
number of areas of the Group’s operations.
Following constructive engagement with
EY and review by the Committee, the
Committee approved the items to be
restated, which arose from accounting
mistakes, errors of judgement and a lack
of transparency in disclosures. These
adjustments related principally to five items,
inventory existence and valuation matters
(€11.1m charge), incorrect accounting
treatment of inventory of branded glassware
(€1.1m charge) GRNI (€2.9m credit), the
timing of release of customer discount
liabilities (€3.7m credit), together with
additional items (net €0.5m charge) over
the three-year period in question. These
adjustments in aggregate represent an
underlying operating profit adjustment
charge of €6.1m. By year, the restatements
comprised a €1.5m adjustment charge
in FY2023, a €3.1m adjustment credit in
FY2022 and a €7.7m adjustment charge in
FY2021.
In addition, the Group has recorded an
exceptional prior year (FY2023) charge
with respect to onerous apple contracts
of €12.2m. The total value of the pre-tax
adjustments, including the exceptional
onerous apple contracts charge is €18.3m.
The Committee, and the Board, believes
these failures stemmed from under-
investment in our people, systems and a
lack of transparency in disclosures, which
have hindered the financial reporting and
review process, through the business.
Whilst these issues in aggregate represent
less than 1% of total group assets, it is
nevertheless disappointing and appropriate
steps are being taken to ensure such
failings cannot happen in future.
Audit Committee Report
(continued)
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C&C Group plc
Annual Report 2024
Inventory existence and valuation
During the year issues were identified
relating to the existence and valuation of
cider concentrate at the Group’s cider
production facility in Clonmel. Following
internal review and in conjunction
with work performed by EY and the
Independent Investigative accountant’s,
it was determined that a shortfall in the
cider concentrate volume existed and that
accounting errors had occurred in respect
of the recording of these concentrate
values. The Committee considered
the review work undertaken and the
Investigative Accountants Report and
agreed with managements conclusion that
there was a failure of the internal control
system and the adjustments required should
form part of the prior period restatement
noted above.
Carrying Value of Investment
in subsidiary undertakings in
the parent company financial
statements and related
impairment charges
The Committee considered management’s
conclusion that an impairment of the
carrying value of the investment in
subsidiary undertakings held by the
Company should be made. Indicators of
impairment were identified around dividends
paid by the subsidiary undertakings to the
Company. In particular, the Committee
considered and challenged the valuation
financial models, including sensitivity
analysis, used to support the valuation
and the key assumptions and judgements
used by management underlying these
models. The key assumptions used in the
financial models and consequently the key
focus areas for the Committee relate to
future volume, net revenue and operating
profit, the growth rate in perpetuity and
the discount rate applied to the resulting
cash flows. The Committee considered the
outcome of the financial models and found
the methodology to be robust, and agreed
with management’s conclusion that an
impairment of the investment carrying value
should be made.
Adjusting Items
Adjusting items are not reported as part of
the financial statements but are used in the
Annual Report and Accounts to provide
clarity on underlying performance for
users of the accounts. The classification of
adjusting items is defined by a Group policy,
as approved by the Committee. It includes
items of significant income and expense
which, due to their size, nature or frequency,
merit separate presentation to allow the
reader to understand better the elements of
financial performance during the year. The
Committee reviewed and challenged items
to be included throughout the year in order
to confirm appropriateness.
Other Areas of Focus
The Committee also during the year:
• approved the Internal Audit plan and
agreed the External Auditor’s work plans
for the Group;
• considered regular reports from the Head
of Internal Audit on their findings;
• considered the process for review and
approval of the FY2024 Annual Report
and Accounts;
• considered the Investigative Accountant’s
Report and findings and risk of
management bias;
• reviewed and recommended revisions to
the Board to the Group Risk Register and
the Principal Risks and Uncertainties; and
• reviewed the External Auditor’s
independence and objectivity, the
effectiveness of the audit process, the
re-appointment of the External Auditor
and approved the External Auditor’s
remuneration.
Following discussions with the External
Auditor, and the deliberations set out above,
we are satisfied that the financial statements
are fairly stated and consistent with the
information presented for each of the areas
of significant judgement, including inventory
valuation and existence, onerous contracts,
exceptional items and parent company
investment impairment.
Fair, Balanced and
Understandable Assessment
One of the key compliance requirements
of the Group’s financial statements is for
the Annual Report and Accounts to be
fair, balanced and understandable. The
coordination and review of Group wide
contributions into the Annual Report and
Accounts follows a well-established and
documented process, which is performed in
parallel with the formal process undertaken
by the External Auditor.
The Committee received a summary of
the approach taken by management in
the preparation of the FY2024 Annual
Report and Accounts to ensure that it met
the requirements of the UK Corporate
Governance Code. This, and our own
scrutiny of the document, enabled the
Committee, and then the Board, to
confirm that the FY2024 Annual Report
and Accounts taken as a whole, was fair,
balanced and understandable and provided
the information necessary for Shareholders
to assess the Group’s position and
performance, business model and strategy.
Reporting Process Improvements
since 1 March 2024
Led by the new CFO and overseen by the
Committee, with the oversight of the Board,
the Company is taking action to prevent the
incidents that resulted in the accounting
misstatements relating to inventory, goods
received not invoiced related matters,
together with accruals and prepayment
reconciliations. These measures, which
are being implemented across the Group,
include:
• Enhancing the technical capability
within the finance team through adding
additional resources with appropriate
qualifications for the complexities of the
manufacturing process;
• Performed an in-depth balance sheet
review, giving a high degree of confidence
that there are no material issues as at the
FY2024 balance sheet date;
• Re-organising the Group’s central finance
function to include Group financial
control, financial analysis, treasury and
internal audit;
• Creating standard accounting policies
and procedures to be applied consistently
across all companies in the Group;
• Implementing a unified accounting and
forecasting platform to be deployed
across the Group, replacing the many
different accounting systems currently in
use across the Group; and
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Audit Committee Report
(continued)
• A review of the internal audit processes
to ensure a more effective and efficient
execution in future years.
These measures will contribute to the
transparency of reporting and the process
of continuous improvement to ensure the
integrity of the Group’s internal and external
reporting processes as noted earlier in the
report.
Internal Controls and Risk
Management Systems
While the Board retains ultimate
responsibility for risk management and the
internal control environment, the Committee
is responsible for reviewing the robustness
and effectiveness of the Group’s risk
management and internal control systems,
including financial, operational, regulatory
and compliance controls.
A critical element of the Group’s risk
management review is the determination
of the extent to which the Group is willing
to “accept” a level of net risk as part of the
cost of delivering against its strategy. To this
end, during the year the Board’s individual
and collective risk appetite was reviewed,
considering changes in the business and
external environment, as well as emerging
trends and developing risks. Our risk
appetite differs across the respective
principal and emerging risks, with a lower
acceptance appetite (seeking to reduce the
risk profile and mitigating its impact where
possible) for high impact/high likelihood
risks and with a higher acceptance
level (potentially accepting the risk, with
limited impact mitigation) for low impact/
low likelihood risks. For further details,
please see the Group’s Principal Risks and
Uncertainties on pages 34 to 40.
In line with our usual procedures, the
Committee reviewed the principal risks at
the half and full year, and the associated
risk appetites and metrics considering
business changes and performance,
challenging and confirming their alignment
to the achievement of the Group’s strategic
objectives. This review was supported
through consideration of risk dashboards
outlining both principal risks and any
escalated or emerging risks. Changes to
our risk profile were then approved by the
Board.
In addition, the Committee reviewed
reports issued by both Internal Audit upon
matters including accounting manuals and
KPI reporting, employee relations, keg
management and tax, as well as from the
Investigative Accountant for the matters
noted in this report and the External Auditor
and held regular discussions with the Chief
Financial Officer, the Head of Internal Audit
and representatives of the External Auditor.
IT Systems and Cyber Security
The Group implemented a complex ERP
transformation in February 2023 in the
Matthew Clark and Bibendum (‘MCB’)
business, further aligning and streamlining
our technology infrastructure across
the Group. This is a key step in our
digital transformation and optimisation
of the business which will enable further
automation and simplification of our
business processes.
The implementation of the ERP took longer
and was significantly more challenging and
disruptive than originally envisaged. Once
successfully completed, a thorough review
was undertaken of the implementation,
system fixes and mitigation plans,
culminating in a series of recommendations
to ensure the Group has the required level
of planning, capability and resilience in its
systems to avoid any reoccurrence in the
future.
We continued to review our information
security and cyber preparedness policies
and procedures and further enhanced
our Information Technology systems
and controls. In the field of information
technology and security, the Group
undertakes a regular security assurance
programme, testing controls, identifying
weaknesses, and prioritising remediation
activities where necessary. This includes
periodic best practice specialist security
testing by a leading third-party provider
and regular system scanning to identify
security weaknesses. Issues are assessed
for risk and are comprehensively managed
as part of the Group’s risk management
programme. We continue to pursue Cyber
Essentials Plus accreditation from the
National Cyber Security Centre ("NCSC").
Internal Audit
The Committee is responsible for
monitoring and reviewing the operation and
effectiveness of the Internal Audit function
including its focus, work plan, activities, and
resources. During each financial year, the
Committee completes its annual review of
the effectiveness of the Group’s system of
internal controls and internal audit function,
including financial, operational, compliance
and risk management systems.
The annual internal audit plan is approved
by the Committee and is kept under regular
review, in order to reflect the changing
business needs and to ensure new and
emerging risks are considered. The
Committee is informed of any amendments
made to the internal audit plan on a
quarterly basis. The FY2024 internal audit
plan was developed through a review of
the Group’s principal risks together with
consideration of the Group’s key business
processes and functions that could be
subject to audit. While the Group's reporting
framework failed in respect of certain
inventory and balance sheet items, partially
due to management override of the Group’s
internal controls and reporting framework,
we note that these issues were identified
during FY2024, in conjunction with the
Group’s External Auditors. The Committee
is confident that the remedial actions
being taken, monitoring of effectiveness of
measures implemented by Internal Audit,
improved oversight and cultural change,
will ensure the accuracy and integrity of the
Group's reporting framework going forward.
In relation to the FY2025 internal audit
plan, the principal objectives are to provide
confidence that existing and emerging key
risks are being managed effectively, to
confirm that controls over core business
functions and processes are operating
as intended, and to confirm that major
projects and significant business change
programmes are being adequately
controlled. Additional oversight will be
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C&C Group plc
Annual Report 2024
provided by the Committee to review in
detail the FY2025 internal audit plans in the
Clonmel facility and across the Group.
Findings from all audit reports issued by
the internal audit function are reviewed
by the Committee. Internal audit
recommendations are closely monitored
from implementation through to closure,
to ensure these are implemented in a
timely manner. A summary of the status
of the implementation of internal audit
recommendations is made quarterly to the
Committee.
Following the appointment of the CFO, the
Committee is confident that the Internal
Audit function will have the necessary
direction and resources to fulfil its mandate
in FY2025. It is also satisfied that the Internal
Audit function has adequate standing and
is free from management influence or other
restrictions.
External Audit
The Committee is responsible for
monitoring the performance, objectivity
and independence of Ernst & Young ("EY"),
the External Auditor. In December 2023,
we met with EY to review and approve
the audit plan for the year end, to gauge
whether it was appropriately focused. EY
presented to the Committee its proposed
plan of work, which was designed to ensure
there are no material misstatements in
the financial statements. The Committee
considered the accounting, financial control
and audit issues reported by the External
Auditor that flowed from their audit work.
In addition, EY’s letter of engagement
and independence was reviewed by the
Committee in advance of the audit.
In June 2024, in advance of the finalisation
of the financial statements, we received a
report from EY on their key audit findings,
which included the key areas of risk and
significant judgements referred to above
and discussed the issues with them for
the Committee to form a judgement on
the financial statements. In addition, we
considered the Letter of Representation
that the External Auditor requires from the
Board.
The Committee meets with the External
Auditor privately at least once a year to
discuss any matters they may wish to raise
without management being present and
has held a number of additional meetings
to consider the matters discussed in this
report.
Assessment of Effectiveness of
External Audit
The Committee carried out an assessment
of the external audit process during the
year, including EY’s role in that process.
The Committee also considered the
robustness of the audit process including,
the level of challenge given by EY to
critical management judgements and
assumptions and the extent to which
professional scepticism was shown by
EY. This took account of the Committee’s
own discussions with the External Auditor
on the work performed around areas of
higher audit risk. It also took account of
the External Auditor’s conclusions on
those areas, and the depth of the External
Auditor’s understanding of the Group’s
businesses.
The review of audit effectiveness was
supported by the results of discussions
with individual Committee members and
the completion of a short questionnaire by
each member of the Committee, the Chief
Financial Officer, the Director of Group
Finance and applicable senior finance
personnel across the business.
On the basis of the Committee’s evaluation
and considering the views of other key
internal stakeholders, the Committee
concluded that both the audit and the audit
process were largely effective, having been
carried out in an independent, professional,
organised and constructive manner, with
an appropriate level of challenge and
scepticism over management’s treatment
of significant reporting and accounting
matters.
The Committee has worked constructively
with the External Auditors to assess and
resolve the prior year adjustments and
the other areas of focus discussed in this
report.
Audit Tender
EY was originally appointed as External
Auditor for the year ended 28 February
2018. The Group’s lead audit engagement
partner for the FY2024 audit was Dermot
Quinn. This is his second year in the role
following partner rotation. The External
Auditor is required to rotate the audit
partner every five years and therefore the
original partner was required to rotate after
the 2022 AGM.
There are no contractual obligations
restricting the Group’s choice of External
Auditor. The Committee will continue to
review the auditor appointment and the
need to tender the audit, ensuring the
Group’s compliance with the Code and any
related regulations.
The Group complied on a voluntary basis
with the Statutory Audit Services for Large
Companies Market Investigation (mandatory
Use of Competitive Tender Processes and
Audit Committee Responsibilities) Order
2014, having last carried out a competitive
tender for audit services in 2017.
Non-Audit Services
The Group has a policy in place governing
the provision of non-audit services by
the External Auditor in order to ensure
that the External Auditor’s objectivity and
independence is safeguarded. This policy
has been in place throughout the year.
Under this policy the auditor is prohibited
from providing non-audit services if the
auditor:
• may, as a result, be required to audit its
own firm’s work;
• would participate in activities that would
normally be undertaken by management;
• would be remunerated through a
“success fee” structure or have some
other mutual financial interest with the
Group; and
• would be acting in an advocacy role for
the Group.
Other than above, the Group does not
impose an automatic ban on the External
Auditor providing non-audit services.
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However, the External Auditor is only
permitted to provide non-audit services
that are not, or are not perceived to be,
in conflict with auditor independence and
objectivity, if it has the skill, competence
and integrity to carry out the work and it
is considered by the Audit Committee to
be the most appropriate firm to undertake
such work in the best interests of the
Group. The engagement of the External
Auditor to provide non-audit services
must be approved in advance by the Audit
Committee or entered into pursuant to
pre-approved policies and procedures
established by the Audit Committee and
approved by the Board.
The nature, extent and scope of non-
audit services provided to the Group by
the External Auditor and the economic
importance of the Group to the External
Auditor are also monitored to ensure
that the External Auditor’s independence
and objectivity is not impaired. The Audit
Committee has adopted a policy that,
except in exceptional circumstances with
the prior approval of the Audit Committee,
non-audit fees paid to the Group’s auditor
should not exceed 100% of audit fees in any
one financial year.
In FY2024, EY undertook non-audit services
in connection with the audit of the Group’s
pension schemes, limited assurance
reporting on climate related matters and
the liquidation of a non-trading subsidiary
undertaking, which were subject to the
Committee’s prior approval and were
undertaken for fees of €116,000.
Confidential Reporting
Programme
The Group has an independent and
confidential reporting programme called
“Speak Up” in all its operations whereby
employees can, in confidence, report on
matters where they feel a malpractice
has taken or is taking place, or if health
and safety standards have been or are
being compromised. Additional areas that
are addressed by this procedure include
criminal activities, improper or unethical
behaviour and risks to the environment.
The programme allows employees to raise
their concerns with their line manager or,
if that is inappropriate, to raise them on a
confidential basis. An externally facilitated
confidential helpline and confidential email
facility are provided to protect the identity
of employees in these circumstances. Any
concerns are investigated on a confidential
basis by the Human Resources Department
and/or the Company Secretary and Group
General Counsel and feedback is given
to the person making the complaint as
appropriate via the confidential email facility.
An official written record is kept of each
stage of the procedure and results are
summarised for the Committee.
The Committee is also responsible for
ensuring that arrangements are in place for
the proportionate independent investigation
and appropriate follow up of any concerns
which might be raised. The Committee
receives regular reports on all whistleblowing
incidents. The Board also receives a
report on whistleblowing, in the Company
Secretary and Group General Counsel’s
regular report to Board meetings. In FY2024,
5 incidences of concern were uncovered.
We encourage employees to report genuine
issues and concerns as they arise. Those
concerns are taken seriously. Employees
can be assured they are investigated where
appropriate and confidentiality is respected
at all times. The Committee, the Board
and the management team are committed
Find out more
The full responsibilities of the Committeeare set outin its
Terms of Reference, which are available on our website
candcgroupplc.com/corporate-governance/terms-of-reference/.
Audit Committee Report
(continued)
to a renewed focus on our “Speak Up”
programme across the business in
FY2025. We want to promote our culture
of transparency, integrity and trust so that
collectively issues or concerns are reported
as they arise and dealt with accordingly.
Evaluation of the Committee
The evaluation of the Committee was
completed as part of the 2024 internal
board performance review process.
The overall conclusion from this year’s
Board performance review was that the
Committee continues to operate effectively
but that greater transparency and accuracy
of information is required going forward
and the improvements currently being
enacted within the controls and governance
frameworks will meet the required
standards of performance. An explanation
of how this process was conducted, the
conclusions arising from it and the action
items identified is set out on page 97. The
Committee has considered this in the
context of the matters that are applicable to
the Committee.
This report was approved by the Board of
Directors on 27 June 2024.
John Gibney
Audit Committee Chair
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C&C Group plc
Annual Report 2024
Environmental, Social and Governance Committee Report
Dear Shareholder
On behalf of the Board, I
am pleased to present my
first Environmental, Social
and Governance Committee
report to you as Chair of
the ESG Board Committee,
which is intended to provide
Shareholders with an
understanding of the work
of the Committee during
FY2024.
This report provides an
overview of the Committee’s
activities in the year under
review and previews our
expected areas of focus in
the coming year.
Key Activities in FY2024
• Reviewed and updated the Terms of
Reference.
• Provided ESG training to all Board
members.
• Undertook annual Committee Performance
Review.
• Appointment of Chair of ESG Board
Committee.
• Appointment of two Committee members;
Non-Executive Directors, Chris Browne
and myself, (I was subsequently appointed
as Chair of the Committee on 22 May
2024).
• Received updates on DE&I two-year
strategic plan.
• Approved the TCFD.
• Approved the Sustainability Report.
• Reviewed the Ethical and Sustainable
Procurement Roadmap.
• Implemented Health and Safety Strategy –
Vision Zero.
• Recommended Environmental Policy for
Board approval.
• Recommended Mental Health First Aider
Policy for Board approval.
• Review ESG KPI Dashboard.
Key Priorities for next year
• Drive further progress on DE&I across
senior leadership roles.
• Keep under review the ESG strategy
and how environment and sustainability
principles are being embedded into the
Company strategy, culture and working
practices.
• Refresh of Code of Conduct.
• Continue to focus on horizon scanning
and preparedness for regulatory reporting
requirements.
Year in Review
The Board established an ESG Board
Committee in 2020 to reflect C&C’s ongoing
commitment to operating a sustainable
business and provide the Company with
rigour, support and challenge on ESG
matters. The ESG Board Committee has
primary responsibility for the oversight of
sustainability and climate change issues
and provides regular updates to the Board
on these matters.
In July 2023, Jim Thompson stepped
down from the Board and Vineet Bhalla
succeeded Jim as Chair of the ESG Board
Committee. As part of the Board’s annual
review of Board and Board Committee
composition, another newly appointed
Membership and Attendance
The following directors served on the Environmental Social and Governance (‘ESG’)
Committee during the year.
Member Member Since
Number of Meetings
Attended
Sarah Newbitt
1 (
Chair) 6 December 2023 1/1
Vineet Bhalla
2
9 February 2023 4/4
Chris Browne 6 December 2023 1/1
Patrick McMahon
3
24 September 2020 4/4
Jill Caseberry
4
24 September 2020 4/4
Jim Thompson
5
24 September 2020 2/2
Helen Pitcher
6
24 September 2020 2/2
1. Sarah Newbitt was appointed Chair with effect from 22 May 2024.
2. Vineet Bhalla was appointed Chair with effect from 14 July 2023 until 22 May 2024 where he reverted to a member
of the ESG Board Committee.
3. Patrick McMahon stepped down from the Board and the ESG Board Committee with effect from 6 June 2024.
4. Jill Caseberry stepped down as a member of the ESG Board Committee on 6 December 2023.
5. Jim Thompson was Chair of the ESG Board Committee until he stepped down from the Board following the
conclusion of the AGM on 13 July 2023.
6. Helen Pitcher stepped from the Board and the ESG Board Committee following the conclusion of the AGM on 13
July 2023.
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Strategic Report Financial Statements Additional Information
Non-Executive Director, Chris Browne, and
myself were appointed as members of the
ESG Board Committee on 6 December
2023. I was subsequently appointed Chair
of the ESG Committee on 22 May 2024,
with Vineet Bhalla reverting to being a
member of the ESG Committee, having
taken the decision to step down as Chair
of the ESG Board Committee due to time
constraints since starting a new role last
year.
To ensure alignment with the other
Board Committees meetings were held
throughout the year, outside the regular
ESG Board Committee cycle, with each
of the Committee Chairs, Head of ESG
and Deputy Company Secretary to seek
alignment on the ESG Board Committee
Terms of Reference and to ensure alignment
and responsibility as delegated by the
Board.
Also, during the year, an ESG Management
Committee was established to review
sustainability initiatives and reporting
requirements. Delegating those
responsibilities which originally sat with
the ESG Board Committee to the ESG
Management Committee and therefore
allowing for the ESG Board Committee to
provide additional focus and scrutiny. It is
intended that the ESG Board Committee
will look to identify areas where C&C
can really make a difference, and further
embed sustainability across all functions
and business operations, as well as
ensuring high standards of governance
and reporting in this area. The Chair of the
ESG Management Committee, Company
Secretary and Group General Counsel,
will provide an update to each ESG Board
Committee and all Board members are
invited to attend all ESG Board Committee
meetings.
Throughout the course of FY2024, the
priority for the Committee has been the
continuous progression of the Company’s
ESG strategy, as detailed on pages 59 to
89, and ensuring ESG remains at the heart
of the Company’s strategy and an integral
component of its operations.
C&C’s Head of ESG and team continue to
lead the Company towards our vision of
“Delivering to a better world!” relating to
ESG targets. Our ESG Champions from
across the business provide additional
support by analysing and appraising
the ESG strategy, its six pillars and the
KPIs and initiatives underpinning it. Our
ESG Champions provide invaluable input
as we continue to implement the ESG
Strategy. ESG Champions are appointed
on an 18-month term, allowing them to
be involved in the setting of long-term,
meaningful targets and providing an
opportunity to help shape the future of
the business at a strategic level on ESG
matters. The ESG Champions report back
to their respective teams which ensures
an element of alignment on ESG related
issues throughout the business. The ESG
Champions were invited to participate at the
four Committee meetings held during the
financial year ended 29 February 2024.
By strengthening our governance,
we continue to accelerate efforts to
mitigate climate change risks and identify
opportunities for transitioning to be a
carbon neutral business by 2050. Full
details on the work undertaken on TCFD
during FY2024 can be found on pages 42
to 52.
Protecting our environment remains an
integral part of the Company’s strategy.
For this reason, an environmental target
was put forward to the Committee during
FY2024 and approved by the Remuneration
Committee. An environmental target also
forms part of the performance conditions
of the Awards granted in 2023 under the
Long-Term Incentive Plan (‘LTIP’). More
details can be found in the Remuneration
Committee Report on pages 136 to 163.
An impact materiality assessment
exercise, in line with the Global Reporting
Initiative, was completed in 2022/2023 to
ensure that the Company’s ESG priorities
remain aligned with the views of our
key stakeholders. During 2024, we will
conduct a Double Materiality Assessment
to strengthen the Company’s response to
ESG regulations, such as the Corporate
Sustainability Reporting Directive, our
reporting efforts in line with TCFD, while
ensuring that the ESG matters of most
importance to stakeholders are captured
accurately and part of the Committee’s
deliberations. Third-party ratings, including
the Group’s current AA rating under the
MSCI Index, were taken into account to
determine impact materiality.
The Committee review ESG KPIs as a
standing agenda item at each meeting.
In FY2024 the Group was granted limited
assurance, as defined by International
Standards on Assurance Engagements
on 3 of our ESG KPIs, Scope 1 and 2
Emissions, Water Intensity Ratio and H&S
Lost Time Incidents, as included in two
financial exercises. This limited assurance
exercise will be repeated and extended to
include our Scope 3 Supplier Engagement
Target in FY2025.
A key element of our ESG strategy is to
enhance the wellbeing of our employees
and foster a diverse, inclusive and equitable
workforce. You can read more about
this and the work of the ERGs in our
Sustainability Report on page 79 as well
as the details on the Board’s engagement
with the workforce on page 8. The strength
of our team is our most valuable asset and
we are committed to creating an open and
inclusive culture, which enables all of our
people to thrive, and to promote diversity,
equity and inclusion (‘DE&I’) to ensure we
have a balanced pipeline of talent for the
future.
We continue to embed our DE&I agenda
and our Head of Talent Management
and Employee Engagement presented
our two-year strategic plan to the ESG
Board Committee during the year. You can
read more about this in our Sustainability
Environmental, Social and Governance Committee Report
(continued)
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C&C Group plc
Annual Report 2024
Report on pages 59 to 89 and in our
Nomination Committee Report on pages
127 to 135. You can also read more about
our new people policies that have been
implemented in relation to parental leave on
page 85 of the Sustainability Report and
the policies can be found on our website at
candcgroupplc.com.
In terms of community engagement, in
August 2023, the Group announced an
extension of our long running association
with Inner City Enterprise (ICE), the
Dublin-based not-for-profit charity which
champions unemployed people to set up
their own business, social enterprises and
entrepreneurship. The partnership aims to
support the delivery of specialised training
and mentorship programmes, through
one-to-one sessions and group workshops,
enabling young people, refugees and
migrants across Ireland to gain valuable
personal development, business set-up and
entrepreneurial skills.
The Board is committed to treating all
stakeholders in every area of our business
with honesty, fairness, openness,
engagement and respect, and to
conducting all business ethically and safely.
The Group will only work with parties that
share these values. Our Code of Conduct
(‘our Code’) sets out our expectations
for how we do business, clarifying our
commitments to ethical, social and
environmental performance. Our ESG
policies support our Code and it can be
found at candcgroupplc.com.
The Roles and Responsibilities of the
Committee were reviewed this year in light
of the new ESG Management Committee
and these can be found below.
The Group’s reporting under TCFD in
respect of the financial year ended 29
February 2024 can be found on pages
42 to 52. The ESG Board Committee will
receive updates from the ESG Management
Committee on how the outputs from
the TCFD review process are being
implemented across the business as well as
the development of TCFD reporting in the
future.
Year Ahead
Looking forward, the Committee will
continue to challenge the business
proactively to tackle the sustainability
topics relevant to our stakeholders and
ensure the right processes are in place to
mitigate climate-related risks and identify
opportunities, as we journey towards
becoming a carbon neutral business. In
recognising the importance of keeping
abreast of new developments, further
training will be delivered to the Board during
FY2025 via the delivery of virtual workshops
on ESG matters from an external provider.
Roles and Responsibilities of the
Committee
Role of the Committee
The Committee is required to:-
• Provide oversight on behalf of the Board
in relation to the Group’s ESG matters,
and ensure that they are aligned with and
integrated into broader business purpose
and strategy;
• Review the policies, programmes,
practices and initiatives of the Group
relating to ESG matters, including
environmental concerns, ensuring they
remain effective and up to date;
• Provide oversight of the Group’s
management of compliance with legal
and regulatory requirements, including
applicable rules and principles of
corporate governance, and applicable
industry standards;
• Report on these matters to the
Board and, where appropriate, make
recommendations to the Board; and
• Report as required to Shareholders of the
Company on the activities and remit of
the Committee.
No member of the Committee nor any other
Director participates in discussions or votes
concerning their own election/re-election or
evaluation of their own performance. Details
of the skills and experience of the Directors
are contained in the Directors’ biographies
on pages 92 and 93. Their remuneration is
set out in the Remuneration Report.
The quorum necessary for the transaction
of business by the Committee is two,
of whom one must be a Non-Executive
Director. Only members of the Committee
have the right to attend Committee
meetings. The Committee Secretary is the
Deputy Company Secretary.
Meeting Frequency
The Committee met on four occasions
during the financial year ended 29 February
2024. All members of the Committee
attended each meeting. At the invitation
of the Committee, all Board members, the
Company Secretary and Group General
Counsel, Deputy Company Secretary, Head
of ESG, Group Engineering Manager, ESG
Analyst, and ESG Champions were invited
to attend all meetings.
External ESG ratings
The Committee was pleased to note the
positive ratings from independent analysts.
MSCI AA
CDP B Climate / C Water
Sustainalytics 27.3 ( M e d iu m )
Committee Performance Review
The performance review of the Committee
was completed as part of the FY2024
Board Performance Review. Based on the
review the Committee concluded that it was
operating effectively in line with its Term
of Reference. An explanation of how this
process was conducted, the conclusions
arising from it and the action items
identified is set out on pages 105 to 106.
The Committee has considered this in the
context of the matters that are applicable to
the Committee.
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Outputs from Committee
Performance Review for 2023/24
• Continue to improve how the Committee
keeps what it does under review and
have an annual refresh in light of internal
and external developments.
• Provide more data.
Actions from 2022/23 Committee
Performance Review
• Committee reviewed the work of the ESG
Committee and streamlined the Terms of
Reference in light of the implementation
of an ESG Management Committee and
working collaboratively with the Chairs of
the other Committees.
• Increased DE&I data received.
With Board level commitment to ESG, an
ESG Management Committee made up of
colleagues across all functions, a dedicated
ESG team, and a group of ESG Champions
advocating across the business, we are
delivering on our promise of embedding
ESG into everything we do. Iam very much
looking forward to helping drive forward
our ESG strategic goals in my role Chair of
the ESG Board Committee and with C&C’s
leadership and governance framework I am
confident this will ensure the business is
well equipped to continue on our journey of
delivering on our sustainability strategy.
If you wish to discuss any aspects of the
ESG Board Committee activities with me
then please do so either at the forthcoming
AGM, on 15 August 2024 or via the email
that we have for engagement with our
Shareholders at AGM2024@candcgroup.
com
This report was approved by the Board of
Directors on 27 June 2024.
Find out more
The full responsibilities of the Committeeare set outin its
Terms of Reference, which are available on our website
candcgroupplc.com/corporate-governance/terms-of-reference/.
Environmental, Social and Governance Committee Report
(continued)
Sarah Newbitt
Chair of the ESG Board Committee
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C&C Group plc
Annual Report 2024
Dear Shareholder
On behalf of the Board,
I present the Nomination
Committee (‘the Committee’)
Report covering the work
of the Committee during
FY2024 and post year end.
This report provides an
overview of the Committee’s
activities in the year under
review and looks ahead to
our anticipated activities in
the coming year.
Year in Review
The last 18 months have been marked by
a number of changes to the composition of
the Board and our Executive Management
team. The Committee’s major areas of
focus in FY2023 were related to succession
planning for its Executive and Non-
Executive Directors, alongside the ongoing
focus on ensuring the effectiveness of
the Board through the appointment of
Directors with the appropriate balance of
skills, gender, diversity and experiences.
In May 2023, the Board announced the
appointment of Patrick McMahon to the role
of Chief Executive Officer (‘CEO’), following
his four-year tenure as CFO of the Group.
On 6 June this year, Patrick McMahon
stepped down as CEO and as a Director
with immediate effect. The Board and
the Committee triggered its contingency
succession plan to ensure continuity of
leadership, recommended for approval
Ralph Findlay’s appointment as CEO with
immediate effect. It is expected that Ralph
will perform the role of CEO for 12 to 18
months to ensure stability within the senior
leadership team and execution of strategy,
while combining this role with his position
as Chair of the Board. The precise duration
of Ralph’s tenure as CEO will depend on
the timing of the recruitment of a long-term
successor as CEO. On 6 June 2024 Ralph
stepped down as Chair of the Nomination
Committee and I was appointed to this
position. As Chair of the Committee, I will
lead the process to recruit a new long-term
CEO which will commence in the autumn.
On behalf of the Committee, I would like to
thank Patrick for his significant contribution
to the Company over many years. While
we regret to see a long-standing member
of our leadership team leave the business,
we believe the Company is well positioned
to continue to implement its established
strategy and deliver value for Shareholders.
Board and Committee changes
Alongside the appointment of the new CEO,
the Committee has been focused on the
refreshment of the Board. During the year, we
were pleased to announce the appointments
of Angela Bromfield and Sarah Newbitt,
who joined us in July 2023 and August 2023
respectively. I was delighted to be appointed
to the Board in October 2023. These
Directors are strong additions to the Board,
bringing diverse thoughts, experience,
alternative perspectives, and complimentary
experience to the Board and its discussions.
At the conclusion of the 2023 AGM,
Angela took on the role of Chair of the
Remuneration Committee following Helen
Pitcher’s decision to step down from the
Board at the conclusion of the 2023 AGM.
Angela’s appointment followed a thorough
evaluation and succession process led
by the Committee in conjunction with an
independent search firm, Warren & Partners.
Angela brings wide business strategy,
communications, and marketing experience
to the Board, together with significant
experience as an Independent Director and
as Remuneration Committee Chair at several
UK listed companies.
Nomination Committee Report
Membership and Attendance
The following Non-Executive Directors served on the Nomination Committee during
FY2024.
Member Member Since
Number of
Scheduled
Meetings
Attended
Number of
Unscheduled
Meetings
Attended
Chris Browne (Chair)
1
5 December 2023 1/1 1/1
Ralph Findlay
2
7 July 2022 6/6 1/1
Angela Bromfield 5 December 2023 1/1 1/1
Vincent Crowley
3
1 June 2019 5/6 0/1
Helen Pitcher
4
23 October 2019 2/2 n/a
1. Chris Browne was appointed Chair of the Nomination Committee on 6 June 2024.
2. Ralph Findlay stepped down as Chair of the Nomination Committee on 6 June 2024.
3. Vincent Crowley did not attend the scheduled Nomination Committee meeting on 7 February 2024 and the
unscheduled Nomination Committee meeting on 14 February 2024 where SID succession was discussed.
4. Helen Pitcher stepped down from the Board and Nomination Committee on 13 July 2023.
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Sarah’s, and my own, appointment to the
Board followed a thorough evaluation and
succession process led by the Committee
in conjunction with an independent
search firm, Odgers Berndtson. Sarah
has extensive consumer goods sector
and supply chain expertise, together with
developing and implementing sustainability
strategies, while I bring vast experience
managing complex consumer-facing
operations to C&C. It was in this context,
the Committee announced on 22 May 2024,
that Sarah would be replacing Vineet Bhalla
as Chair of the ESG Committee effective
from 22 May 2024.
In summary, as at December 2023, the
Committee had recommended the following
changes to the composition of the Board
and its Committees:
• Angela Bromfieldwas appointed as a
member of the Nomination Committee
and Chair of the Remuneration
Committee
• I was appointed as a member of the
Nomination and ESG Committees;
• Sarah Newbitt was appointed as a
member of the ESG Committee;
• Vineet Bhalla, stepped down as a
member of the Audit Committee;
• John Gibney, was appointed as a
member of the Remuneration Committee;
and
• Jill Caseberry, was appointed as a
member of the Audit Committee and
stepped down as a member of the ESG
Committee.
During the year, an internal search for a
new Senior Independent Director was
initiated by the Committee as Vincent
Crowley announced, on 14 February
2024, his decision to step down from the
Board at the 2024 AGM, having served
for almost nine years on the Board and as
Senior Independent Director. As Chair of
the Board and the Nomination Committee
at the time, Ralph Findlay consulted
with all Board members to understand
their views on potential candidates, and
following a thorough internal process, with
due consideration to my other external
commitments, independence, expertise,
and personal attributes the Committee
was delighted to recommend to the Board
my appointment as Senior Independent
Director and Employee Engagement
Non-Executive Director with effect from
15 February 2024. The Board would like
to thank Vincent for his dedication to C&C
and his significant contribution to the Board
as a Non-Executive Director and as Senior
Independent Director has been invaluable.
On behalf of the Company and the Board,
we wish Vincent all the best for the future.
Succession and leadership capability
The Committee consistently reviews the
composition of the Company’s Executive
Management team, its development and
succession planning. The Committee has
overseen the significant changes across
its Executive Management team that have
taken place since May 2023, with the
appointment of Patrick McMahon as CEO
of the Group, followed by the appointment
of our new CFO Andrew Andrea. On 7
June 2024, it was announced that Patrick
stepped down from this role and from
the Board of Directors on 6 June 2024.
To ensure continuity and stability of the
Executive Management team, Ralph Findlay
was immediately appointed as CEO of the
Group. Ralph will remain in post until the
appointment of a new Executive Director,
while continuing his work as Chair of the
Board. To avoid any potential conflict of
interests, Ralph did not participate in the
Committee’s deliberations regarding his
appointment as CEO. The unanimous
view of the Board was that the interests of
C&C’s employees, Shareholders and wider
stakeholders would be best served by this
leadership structure through the near- term.
The Board, under the leadership of the
Committee and its new Chair, and with the
support of the appropriate external advisors
will be commencing a recruitment process
for Patrick’s replacement in the autumn. He
has agreed to remain with the Group until
the end of September 2024, to ensure a
smooth transition and support the Board
during this period of change. Upon the
appointment of a new CEO, Ralph will revert
to his position as Non-Executive Chair of
the Board.
On 1 March 2024, we were delighted to
announce the appointment of Andrew
Andrea as CFO of the Group. Andrew’s
appointment followed the completion of a
rigorous recruitment process undertaken
by the Committee in conjunction with
an independent executive search firm,
Spencer Stuart. Andrew brings a rare
depth of experience within our industry to
the business and to our Board, and we are
delighted to welcome him to C&C. As we
continue to focus on building C&C as the
premium drinks and distribution business in
the UK and Irish markets, Andrew will bring
invaluable expertise and insight to our team
and to help us deliver on that ambition.
The changes to our Board reflect the
importance of an ongoing focus on
succession planning for the Board and
throughout the organisation. This includes
understanding the steps taken to develop
talent from within C&C, as well as overseeing
promotions and changes made within
the Group Executive Committee towards
ensuring the most appropriate balance
of skills to support the execution of our
strategy. In the last two years, we have seen
a significant number of changes across our
leadership team. While we understand these
changes constitute natural occurrences
to the management of a business, as we
prepare for the recruitment of our new
CEO, the Board and the Committee remain
focused on appointing an Executive who will
drive the business forward, aligned with our
long-term objectives.
Board Diversity, Skills and Effectiveness
As a global business, serving a diverse
client base, diversity and inclusion are
central to how we operate. The Board,
and the Committee recognise the
importance of diversity at all levels of the
organisation, as they promote balanced
decision-making with consideration to
the wider strategy of the business. When
reviewing the composition of the Board,
the Committee will consider all aspects
of diversity, including, but not limited to
gender, ethnicity, background, skills and
experiences. The Committee also ensures
that all appointments are made on a shared
understanding of merit, with consideration to
the Board’s diversity objectives.
I am pleased to confirm that the current
composition of the Board meets the
expectations of the FCA’s Listing Rules.
Gender diversity on the Board is currently at
44%, whereby four of the nine directors on
Nomination CommitteeReport
(continued)
128
C&C Group plc
Annual Report 2024
the Board are women. My appointment
to the role of Senior Independent Director
and Employee Engagement Non-
Executive Director earlier this year, has
improved the gender balance across
the senior Board positions (Chair, CEO,
CFO, or Senior Independent Director), a
key expectation of the FCA rules. We are
also in line with the expectations of the
Parker Review and the FCA guidance,
regarding the appointment of at least
one Board member from a minority
ethnic background. We are also mindful
of the additional voluntary expectations
of the Parker Review to set a target for
the representation on ethnic diversity
for the Executive Management team for
December 2027.
Board effectiveness
The performance review of the
Committee was completed as part of
the 2024 internal Board Performance
Review. The overall conclusion from this
year’s Performance Review was that the
Committee continues to work effectively
and is operating appropriately in line with
its Terms of Reference.
An explanation of how this process was
conducted, the conclusions arising from
it and the action items identified is set out
on pages 105 to 106. The Committee
has considered this in the context of
the matters that are applicable to the
Committee.
Since joining the C&C Board, I continue
to be impressed by the strength and
resilience of our business, and the
commitment to the long-term strategy
across all levels of the organisation. The
agility and resilience of our employees
has been impressive, as they continue
to deliver for all our customers in spite of
challenges and changes impacting our
business.
Chris Browne, OBE
Nomination Committee Chair
27 June 2024
Roles and Responsibilities of the
Committee
Role of the Committee
The Committee is responsible for Board
recruitment and conducts a continuous
and proactive process of planning and
assessment, considering the Board’s
composition against the Group’s strategic
priorities and the main trends and factors
affecting the long-term success and future
viability of the Group. The Committee’s
key objective is to ensure that the Board
comprises individuals with the necessary
skills, knowledge, experience and diversity
to ensure that the Board is effective in
discharging its responsibilities and that
appropriate succession arrangements
are in place. The Committee has defined
Terms of Reference which can be found in
the Investor Centre section of the Group’s
website at candcgroupplc.com/corporate-
governance/terms-of-reference.
The Committee is responsible for leading
a formal, rigorous and transparent process
for the appointment of new Directors to the
Board and ensuring that plans are in place
for orderly succession to the Board and
senior management positions.
The process for making new appointments
to the Board is usually led by the Chair,
except when the Committee is dealing with
the Board Chair succession. Given that
the Chair has also been appointed as CEO
until a long-term successor is appointed,
the search for that successor will be led by
myself, Chair of the Nomination Committee,
and Senior Independent Director of
the Board. When considering new
appointments, all recommendations to the
Board are made on merit against objective
criteria which take into account experience,
skills and ensuring an appropriate
diversity, in the broadest sense, in the
resulting membership of the Board. Time
commitment, independence and potential
conflicts of interest are considered before
any recommendation is made to the Board.
Any candidates who are shortlisted are
interviewed by the Board Chair, Committee
Chair and members, other Directors
and the Company Secretary and Group
General Counsel. The Board is updated
on the progress of the selection process
and receives recommendations from the
Committee for appointment.
Board Independence
Having undertaken a performance
evaluation of both the Board and individual
Directors, the Committee considered the
independence of each of the Non-Executive
Directors, each of them having confirmed
their willingness to stand for election or re-
election at the forthcoming AGM, with the
exception of Vincent Crowley. In assessing
their independence, the Committee has
had due regard to various matters which
might affect, or appear to affect, the
independence of certain of the Directors.
The Committee had particular regard to
the products purchased from St Austell
Brewery Company Limited, where Jill
Caseberry is also a Non-Executive Director.
The Committee remains fully satisfied this
relationship is not material and has in no
way impaired her independence. Except
for the Board Chair, all members of the
Committee are and were, throughout the
year under review, considered by the Board
to be wholly independent.
No member of the Committee nor any
other Director participates in discussions
concerning or votes on their own re-election
or evaluation of their own performance.
Details of the skills and experience of the
Directors are contained in the Directors’
biographies on pages 92 and 93. Their
remuneration is set out in the Directors’
Remuneration Committee Report on pages
136 to 163.
The quorum necessary for the transaction
of business by the Committee is two, each
of whom must be a Non-Executive Director.
Only members of the Committee have the
right to attend Committee meetings. The
Company Secretary and Group General
Counsel is Secretary to the Committee.
Meeting Frequency and Main
Activities during the year
The Committee met on seven occasions,
one meeting was unscheduled, during the
year ended 29 February 2024. All members
of the Committee attended each meeting.
At the invitation of the Committee, Board
members were invited to all meetings,
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Governance Report
Strategic Report Financial Statements Additional Information
as well as the Group Director of Human
Resources, the Deputy Company Secretary
and the Senior Assistant Company
Secretary were invited to attend meetings.
Set out below is a summary of the main
activities of the Committee in the year.
Remuneration Committee Chair
Appointment
The previous Chair of the Remuneration
Committee stepped down from her role at
the conclusion of the 2023 AGM following
her appointment as chair of the Judicial
Appointments Commission. A selection
process for a new Remuneration Chair was
led by the Chair, and the Committee, with
assistance from the Company Secretary
and Group General Counsel.
The services of an Executive search firm
were used to identify potential candidates.
The Committee considered the credentials
of several search consultants before
recommending the appointment of Warren
& Partners, which is a signatory to the
voluntary code of conduct for executive
search firms. Warren & Partners does not
have any connection to the Group or with
individual Directors.
The Company did not use open advertising
to search for suitable candidates for the
role as we believe that the optimal way
of recruiting for this position is to use
targeted recruitment based on the skills and
experience required.
As an initial step, the Committee agreed a
role profile with Warren & Partners, which
referred to the following characteristics and
experience:
• Experience as a Remuneration
Committee Chair;
• Plc experience and an understanding
of the UK corporate governance
environment;
• Broad sector experience; and
• A positive match with the culture of the
Group and the members of the Board.
The search from Warren & Partners
was rigorous in its scope, given the
significant importance of remuneration-
related considerations in the success
and reputation of our business, and
its importance to shareholders. The
Committee considered an extensive list
of potential candidates, both internally
and externally, with the skills, knowledge
and experience required. The candidates
included in the initial list for the Committee
were of diverse backgrounds in its widest
sense (gender, nationality, age, experience
and social backgrounds). The Committee
unanimously selected Angela Bromfield
as its preferred candidate. Angela brings
wide business strategy, communications,
and marketing experience to the Board,
together with significant experience as an
Independent Director and as Remuneration
Committee Chair at several UK listed
companies.
Following the Committee’s recommendation
and due consideration by the Board,
Angela Bromfield was appointed our new
Remuneration Chair and joined the Board at
the conclusion of the 2023 AGM. The Board
is pleased to have recruited an individual
with her experience and expertise to chair
the Remuneration Committee.
Other Board Changes
At the conclusion of the 2023 AGM, Jim
Thompson stepped down from his position
as a Non-Executive Director and Vineet
Bhalla succeeded Jim Thompson as Chair
of the ESG Committee in July 2023 and
due to time constraints related to external
commitments, Vineet subsequently stepped
down as Chair of the ESG Committee and
Sarah Newbitt succeeded him as Chair of
the ESG Committee in May 2024.
A second recruitment process was
launched to facilitate the appointment
of additional Non-Executive Directors
in support of the Board’s succession
plans and the Group’s strategic aims.
The Committee was also mindful of the
FCA’s Listing Rule which sets a target of
40% female Board membership of listed
companies. The selection process was
led by the Chair of the Board, and the
Committee, with assistance from the
Company Secretary and Group General
Counsel.
The services of an Executive search firm
were used to identify potential candidates.
The Committee considered the credentials
of several search consultants before
recommending the appointment of Odgers
Berndtson, which is a signatory to the
Enhanced Voluntary Code of Conduct for
Executive search firms. Odgers Berndtson
does not have any connection to the Group
or with individual Directors.
The Company did not use open advertising
to search for suitable candidates for the
role as we believe that the optimal way
of recruiting for this position is to use
targeted recruitment based on the skills and
experience required.
As an initial step, the Committee agreed a
role profile with Odgers Berndtson, which
referred to the following characteristics and
experience:
• Experience managing complex
distribution operations, whether gained
within a logistics operator or running
a significant distribution network for a
consumer business;
• Experience of building premium brands
within the food and drinks industry was
highly relevant; and
• Familiarity with the governance
requirements of a listed business, ideally
with prior plc board exposure.
This opportunity applied equally to those
seeking their first complementary Non-
Executive board role, as well as someone
established in a plural career.
The search from Odgers Berndston was
rigorous in its scope. The Committee
considered an extensive list of potential
candidates, both internally and externally,
with the skills, knowledge and experience
required. The candidates included in
the initial list for the Committee were of
diverse backgrounds in its widest sense
(gender, nationality, age, experience and
social backgrounds). The Committee
unanimously selected Sarah Newbitt and
myself as its preferred candidates. Sarah
brings extensive consumer goods sector
and supply chain expertise, together with
developing and implementing sustainability
strategies. Chris brings vast experience
Nomination CommitteeReport
(continued)
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C&C Group plc
Annual Report 2024
managing complex consumer-facing
operations to C&C.
Following the Committee’s recommendation
and due consideration by the Board,
Sarah Newbitt and I were appointed Non-
Executive Directors and joined the Board in
August 2023 and October 2023 respectively
and undertook a full Board induction
programme following our appointments.
Following the Non-Executive Director
appointments, in December 2023 the
Committee led a review of the membership
of the Board’s Committees. Board
Committee membership is reviewed
regularly to maintain an optimum
combination of skills, experience,
knowledge and diversity to enable effective
governance and decision making. The
Committee recommended changes to each
Committee’s composition.
Additionally, the Committee recommended
that Sarah Newbitt and I be appointed as
Employee Engagement Non-Executive
Directors to understand and communicate
employee’s views back to the Board, which
are then considered in our decision-making.
Finally, during the year under review,
an internal search for a new Senior
Independent Director was initiated by the
Committee, with Vincent Crowley having
decided to step down from the Board at the
2024 AGM after serving almost nine years
on the Board. Following a thorough internal
process, the Committee was delighted to
recommend to the Board my appointment
as Senior Independent Director with effect
from 15 February 2024. As previously noted,
following the end of FY2024, further Board
changes were announced on 7 June 2024
as described in more detail above.
CFO Appointment
In December we announced the
appointment of Andrew Andrea as Chief
Financial Officer (‘CFO’). Andrew joined C&C
as CFO and Executive Director on 1 March
2024.
Andrew’s appointment followed the
completion of a rigorous recruitment
process undertaken by the Committee
in conjunction with an independent
search firm, Spencer Stuart. Andrew is
a drinks industry veteran having served
in senior roles at Marston’s plc, a leading
independent brewing and pub retailing
business in the UK, for over 20 years.
Andrew brings a rare depth of experience
within our industry to C&C and we are
delighted to welcome him to the business.
We continue to focus on building C&C
as the premium drinks and distribution
business in the UK and Irish markets.
Andrew brings invaluable expertise and
insight to our team and this will help us
deliver on that ambition.
Since appointment, Andrew has undertaken
a full Board induction programme. The
induction programme for Andrew Andrea
has included meetings with senior
management and operational and functional
teams around the Group and has been
structured to help Andrew gain an insight
into how the business works on a day-to-
day basis and to understand its strategic
priorities, purpose, culture, values and
people.
Since joining, Andrew has held a series of
meetings including one-to-one sessions
with Board colleagues, senior management,
business unit and functional heads and
has also undertaken visits to key locations
in the Group. These visits gave Andrew an
opportunity to meet with local management
teams and other colleagues and to speak
with them first hand and to listen to their
views. Following the year end, Andrew has
also overseen the 2024 Annual Report and
Accounts process to its conclusion and
the appointment of additional experienced
technical resources and capabilities into the
finance function.
Succession Planning
The Board plans for its own succession,
with the support of the Committee. The
Committee remains focused, on behalf of
the Board, on succession planning for both
Executive and Non-Executive Directors.
The Committee aims to ensure that:
• the succession pipeline for senior
executive and business critical roles in
the organisation is strong and diverse;
• processes are in place to identify
potential successors and manage
succession actively;
• there is a structured approach to
developing and preparing possible
successors; and
• processes are in place to identify “at risk”
posts.
In order to ensure that there are effective
succession plans in place for the
Group Executive Committee and senior
management, the Board has visibility of
a wide range of colleagues who have
been identified as potential succession
candidates in the short, medium and long-
term. In light of Patrick McMahon stepping
down from his role the Board determined
that the appointment of the Chair of the
Board as CEO for an expected period
of 12-18 months represented the most
appropriate move to ensure stability and
continuity at the leadership level through the
near-term.
Developing C&C’s diverse pipeline of
internal talent, and the organisation’s ability
to attract, retain and develop skilled, high
potential individuals is a focus of discussion.
To that end, individuals identified in the
talent pipeline are provided with the
opportunity to interact with Board members
both informally and through attendance at
Board and Committee meetings to present
on specialist topics. This not only provides
valuable experience and exposure for
those individuals to the Board, but also
assists the Board when assessing the
strength of succession plans in place and
areas of development needed for relevant
individuals. In FY2024, a number of Group
Executive Committee members and senior
management were invited to present to
the Board and its Committees on topics
pertaining to C&C’s strategic priorities,
financials and ESG. Opportunities for
interactions outside of the Board meeting
calendar were also pursued and developed.
This will continue to be an area of focus
during FY2025 and beyond.
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Separately, on at least an annual basis,
each Director’s intentions are discussed
regarding continued service on the Board
and their succession is considered in the
context of the composition of the overall
Board and the corporate governance
guidance on Non-Executive tenure. This
transparency allows for an open discussion
about succession for each individual, both
for short term emergency absences as well
as longer term plans.
As in previous years, we conducted an
analysis of the balance of experience,
skills, gender and diversity on the Board
as a whole, taking account of the future
needs of the business in the light of the
business strategy, the Board changes set
out above, and the knowledge, experience,
length of service and performance of the
Directors, including their ability to continue
to contribute effectively to the Board. In
accordance with our policy, we also had
regard to the requirement to achieve a
diversity of characters, backgrounds,
experience and gender amongst Board
members. The Board skills matrix can be
found on page 135.
Board Induction
When a new Board member joins
the Company, they receive a formal,
comprehensive and tailored induction
designed to suit their individual needs
and their role. The induction programme
includes activities and meetings with key
members of the senior management team,
technical meetings and site visits. This is
an effective way of introducing them to the
Group’s culture and of ensuring that they
have the information and support they need
to understand the business and to enable
them to be productive in their role.
Following their appointments, Angela,
Sarah, Andrew and I, each completed
an extensive induction programme,
designed to help us understand the role
and responsibilities of a Director at C&C,
enabling us to provide an effective and
constructive challenge to the Board and
develop a thorough understanding of the
C&C business.
Nomination CommitteeReport
(continued)
Diversity
As a people focused business, our strength comes from an inclusive and welcoming
environment, where we recognise that the experiences and perspectives which make us
unique come together in our shared values and vision. We strongly believe that the more
our colleagues reflect the diversity of our clients and consumers, the better equipped we
are to service their needs.
In FY2024, the Board adopted a Board Diversity Policy. The Board Diversity Policy applies
to the Board and its Committees and acknowledges the importance of diversity in its
broadest sense as a key element of Board effectiveness, it can be found on our website at
candcgroupplc.com/policies-and-terms/corporate-governance-documents/.
The purpose of the Board Diversity Policy is to set out the approach to diversity for the
Board itself and for its Committees with the intention of supporting the succession planning
work of the Committee in creating and maintaining the appropriate Board and Committee
composition. The Board and senior management believe diversity is key to providing the
right blend of perspectives and insights required to meet our purpose and strategy.
Board Diversity Policy Measurable Targets as at 29 February 2024
Board Diversity Policy Measurable Targets Target Achieved
At least 40% of the Board are women. Yes
As at 29 February 2024,
four out of nine Directors
(44%) are women.
The Board should have female representation across
at least one of the roles of Chair, Senior Independent
Director, Chief Executive Officer and Chief Financial
Officer.
Yes
One position is held by a
woman (SID).
The Board should have at least one person from an
ethnic minority background.
Yes
As at 29 February 2024,
one out of nine Directors
(11%) is from a minority
ethnic background.
The Board should consider candidates for appointments
as Non-Executive Directors from a wider pool, including
those with little or no previous FTSE Board experience.
Yes
One Non-Executive Director
was appointed with no
previous FTSE Board
experience.
Engage only Executive search firms who understand
C&C’s values and approach to diversity and are best
placed to deliver a diverse pool of candidates that
are aligned with our strategy. This will be achieved by
engaging only with firms that have signed up to the
Voluntary Code of Conduct and Enhanced Voluntary
Code of Conduct.
Yes
The Board engaged with
Odgers Berndtson, Warren
& Partners and Spencer
Stuart.
In line with new Listing Rule disclosure requirements, more detailed information relating to
the gender and ethnic diversity of C&C Group’s Board and Group Executive Committee
members can be found in the table below. The data is provided in the form specified under
Listing Rule 9.8.6I(10) and was collected directly from the individuals concerned in line
with our Data Protection Policy and approval was given for it to be published in the Annual
Report.
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Annual Report 2024
As at 29 February 2024, the Board
complied with the aforementioned Listing
Rule, the FTSE for Women Review and met
the Parker Review recommendations, as it
has done since 2021. In addition, three of
the Board Committees now comprise 50%
female Board Directors and the position
of Chair of each of the Remuneration,
Nomination and ESG Committee is held by
a woman.
As at the date of this Report we have also
improved the gender diversity balance
across the Group Executive Committee,
having recently appointed women to the
roles of Chief Marketing Officer, Chief
People Officer and Chief Technology
Officer.
The Board leads in fostering a healthy and
supportive corporate culture by setting
the tone from the top. The Board Diversity
Policy sits alongside the C&C Group wide
Diversity, Inclusion and Wellbeing Policy,
Code of Conduct, and associated policies,
which set out our broader commitment to
DE&I.
We aim to ensure our inclusivity applies
to all aspects of their careers, including
recruitment, selection, benefits and
opportunities for training and promotion.
Our vision is to be an employer of choice,
with a rich and diverse mix of people who
reflect the societies and communities in
which we work and operate. C&C is a great
place to work and our policy reinforces
our commitment to equity, diversity and
inclusion and to having a truly representative
workforce where every member feels
respected, valued and able to be their best.
We want to ensure that equity, diversity and
inclusion is a core part of how we operate,
it’s embedded in our culture, and reflected
in our people and their behaviours.
Diversity across the wider workforce
In FY2023 we established Employee
Resource Groups (‘ERGs’), the DE&I ERG
is one of a number of intended concrete
and meaningful steps to reinforce our
commitment to diversity and inclusion. The
DE&I, ERG consists of employees from
across the Group and it met regularly during
FY2024, gave a presentation to the Group
Executive Committee on progress to-date
and engaged with our employees to mark
cultural and diversity related events during
the year. The work of the DE&I ERG is
reported to the ESG Board Committee.
We are committed to:-
• Reviewing and adapting our policies and
procedures to ensure workforce diversity
and equal opportunities;
• Implementing initiatives that drive an
inclusive culture where all employees feel
accepted and valued;
• Promoting a more inclusive environment,
which attracts all candidates and signals
our commitment to celebrate and
promote diversity;
• Taking an inclusive approach to ensure
we attract a diverse pool of talent and
experience;
• The use of clear statements which
promote equality and inclusion within the
recruitment process;
• Training our managers and wider teams
to increase cultural diversity, awareness,
knowledge and skills;
• Encouraging our people to share their
experiences and help each other to
understand more about what diversity
and inclusion means; and
In line with Listing Rule 9.8.6(10), as at the reference date of 29 February 2024, the composition of the Board and Executive
Management was as follows.
Gender Identity / Sex of Board and Group Executive members as at the reference date of 29 February 2024
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 56% 3 5 100%
Women 4 44% 1 - -
Not Specified/ Preferred not to say - - - - -
Ethnic Background of Board and Group Executive Committee members as at the reference date of 29 February 2024
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 (including
minority-white groups)
8 89% 4 5 100%
Mixed/Multiple Ethnic Groups - - - - -
Asian/Asian British 1 11% - - -
Black/African/Caribbean/Black British - - - - -
Other ethnic group, including Arab - - - - -
Not Specified/ Preferred not to say - - - - -
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Strategic Report Financial Statements Additional Information
• Authentically telling our diversity and
inclusion story and celebrating our
approach, both inside and outside our
organisation.
Statistical gender diversity employment
data for the Company as at 29 February
2024 and 28 February 2023 is as follows:
29 Feb 2024
Male
Number/
Percentage
Female
Number/
Percentage
Directors 5/56% 4/44%
Senior Managers 34/67% 16/33%
Other employees 2,169/ 75% 715/25%
28 Feb 2023
Male
Number/
Percentage
Female
Number/
Percentage
Directors 7/78% 2/22%
Senior Managers 58/64% 32/36%
Other employees 1,913/75% 647/25%
We support the objectives of the FTSE
Women Leaders Review and the Parker
Review, to increase representation of
women and people from an ethnic minority
on Boards and in senior management. We
are pleased to have met these targets in
relation to our Board composition. We are
now working to determine an appropriate
target for the percentage of senior
management who self-identify as being in
an ethnic minority. We want to ensure that
the target we set, appropriately reflects
the diversity of the countries our senior
management work in and that we have
robust and accurate data with which to
monitor our progress against these targets,
whilst respecting our colleagues right to
privacy and freedom of expression.
Re-appointment of Directors
The Committee considers the selection
and reappointment of Directors carefully
before making a recommendation to the
Board. The Board is conscious of the
length of tenure of Non-Executive Directors
when formulating its succession planning
process. Non-Executive Directors and the
Chair are generally appointed for a period
of three years, which may be renewed for
a further two terms. Notwithstanding the
appointment of three years, in line with
good governance practice, all Directors are
put forward for re-election by Shareholders
annually at the AGM providing Shareholders
with the opportunity to express their
confidence and support for the Board as a
whole and each Director individually.
Balance of Skills and
Effectiveness of the Board
During the year, the Committee also
considered the composition of the
Board and each of its Committees’. The
Committee continues to actively review the
long-term succession planning process for
Directors to ensure the structure, size and
composition (including the balance of skills,
experience, independence, knowledge
and diversity (including gender, ethnic and
social backgrounds)) of the Board and
its Committees continues to be effective,
promoting the Group’s ability to deliver its
strategy and long-term success. You can
find the details on the Board skills matrix on
page 135.
The Committee is satisfied that the Board
has the appropriate balance of relevant
skills, experience, independence and
knowledge of the Group to enable it to
discharge its duties to lead and steward the
business.
Directors’ Time Commitments
In line with its Terms of Reference, the
Committee performs an annual review of
the time required from the Chair, Senior
Independent Director and Non-Executive
Directors to perform their duties. As part
of this process, the Committee reflects
on a Director’s attendance at scheduled
meetings and their availability at other times
during the year. In the year under review,
the Directors were available, often at short
notice and outside regular working hours,
to discuss matters that required a prompt
decision.
During this process it was agreed that in light
of Vineet’s other Executive role, he would
step down as Chair of the ESG Committee
on 22 May 2024. but would remain a member
of the ESG and Remuneration Committees.
As recommended by the Nomination
Committee, the Board appointed Sarah
Newbitt as Chair of the ESG Committee with
effect from 22 May 2024. The Nomination
Committee was satisfied that I was also able
to devote sufficient time to my role as Chair
of Nomination, Senior Independent Director
and Employee Engagement Non-Executive
Director notwithstanding my other external
commitments.
The Committee is also satisfied that each
Director continues to be able to devote
sufficient time to their role.
Performance Review of the
Committee and the Board
The Board is committed to transparency and
conducts a formal and rigorous evaluation of
its performance including the performance
of its Committees’, individual Directors and
the Chair annually. In accordance with the
provisions of the UK Corporate Governance
Code 2018, the Board also conducts an
externally facilitated evaluation at least once
every three years. This year the performance
review was internally facilitated. The
Committee’s last external performance review
was conducted in FY2023. The Committee
discusses the outcome of the review of its
effectiveness annually.
For further information on the Performance
Review of the Board, its Committees and
individual Directors, including details of the
performance review process, outcome and
next steps, please refer to pages 105 and
106.
Find out more
The full responsibilities of the Committeeare set outin its Terms
of Reference, which are available on our website candcgroupplc.
com/corporate-governance/terms-of-reference.
Nomination CommitteeReport
(continued)
134
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Annual Report 2024
Diverse and
EffectiveBoard
The Board as at 27 June 2024,
comprises nine Directors, with
a broad and complementary
range of technical skills,
educational and professional
experience, nationalities,
personalities, cultures and
perspectives to support the
long-term success.
Board Skills Matrix
Director
Independence
Governance
Core Industry
Finance / Audit & Risk
Manufacturing / Supply Chain
Communications / Marketing /
Customer Service / Brands
Strategy
UK & Ireland Pubs Experience
M&A / Capital Markets
Digital / Technology AI
Sustainability / ESG
People Process and Culture Transformation
H&S
Technical / Engineering
Ralph Findlay • • • • • • • •
Andrew Andrea • • • • • • • • • •
Vineet Bhalla • • • • •
Angela Bromfield • • • • • • •
Chris Browne • • • • • • • •
Jill Caseberry • • • • • • •
Vincent Crowley • • • • •
John Gibney • • • • • • • • •
Sarah Newbitt • • • • • • • •
Board balance
Independence
Gender
diversity
Ethnicity
Age Range
51-60 4
61-70 5
0-3 years 6
4-7 years 2
8-10 years 1
Irish 2
British 7
Male 5
Female 4
White 8
Indian 1
Tenure
Nationality
Chair 1
Independent 7
Non-independent 1
135
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Strategic Report Financial Statements Additional Information
Directors’ Remuneration Committee Report
Dear Shareholder,
On behalf of the Board, the
Directors’ Remuneration
Committee Report for the
year ended 29 February
2024, my first report as Chair
of the Committee following
my appointment in July 2023,
is set out below.
Membership and Attendance
The following Non-Executive Directors served on the Remuneration Committee during the
year:
Member Member since
Number of meetings
attended
Angela Bromfield (Chair) 13 July 2023 4/4
Vineet Bhalla 27 October 2021 6/6
Jill Caseberry 1 March 2019 6/6
John Gibney 6 December 2023 1/1
Helen Pitcher
1
1 March 2019 2/2
1. Helen Pitcher was Chair of the Committee until she stepped down from the Board following the conclusion of the
AGM on 13 July 2023.
Business Performance FY2024
The Group’s overall performance in FY2024
is described in the Strategic Report on
pages 2 to 89.
Board changes
Patrick McMahon was appointed
CEO with effect from 19 May 2023, at
which point his salary was increased to
€675,000. Patrick’s salary was set c.7%
below his predecessor’s. This reflected
that notwithstanding Patrick’s significant
experience, skillset and knowledge of the
business, this was his first CEO role. Details
of his remuneration earned in respect of
FY2024 are included in the table on page
137. Patrick’s salary was increased by 4%
for FY2025, an increase in line with the
majority of colleagues.
As detailed on page 127, on 6 June 2024
Patrick McMahon stepped down as the
CEO and from the Board with immediate
effect. Patrick's remuneration and
severance terms are in line with his service
agreement and the Directors' Remuneration
Policy approved by Shareholders at the
AGM in July 2021. Further details will be
disclosed in the FY2025 Remuneration
Report.
Ralph Findlay was appointed Executive
Chair on 19 May 2023 to support the
management transition as Patrick retained his
responsibilities as CFO until a new CFO was
appointed. Ralph was paid a fee of €660,000
for this role. As detailed on page 127, Ralph
Findlay was subsequently appointed CEO
with effect from 6 June 2024 in addition to
his role as Chair of the Board at which point
his salary was increased to €702,000 in line
with that paid to Patrick. This salary remains
below that of Patrick’s predecessor as CEO.
Upon the appointment of a new CEO, Ralph
will revert to his position as Non-Executive
Chair of the Board.
Andrew Andrea was appointed as CFO on 1
March 2024. We are delighted to have been
able to appoint someone of Andrew’s calibre
who brings a rare depth of experience in our
industry along with invaluable expertise and
insight. Andrew was appointed on a salary
of £400,000 (c. €461,000 using an FX rate
of 0.8675 being the closing rate on 29 Feb
2024). Further details of his remuneration
package are summarised in the table
overleaf. The package is in line with the
current and new Remuneration Policies and
takes into account his significant experience.
There was no additional buy-out award in
respect of forfeited remuneration in relation to
Andrew’s recruitment.
136
C&C Group plc
Annual Report 2024
Executive remuneration outcomes
FY2024
The FY2024 remuneration outcomes for
the Executive Directors are set out in the
table overleaf. In considering the outturns
in respect of the FY2024 bonus and the
vesting of the Long Term Incentive Plan
(LTIP) awards granted in FY2022, in line with
our usual practice we considered not just
the extent to which the targets had been
achieved on a formulaic basis, but also the
overall experience of our stakeholders. The
annual bonus plan for FY2024 was based
on two financial performance measures:
Group Operating Profit (‘GOP’) (65% of
the opportunity); and Free Cash Flow
Conversion (‘FCF’) (35% of the opportunity).
On target performance for the Group
Operating Profit target was set at €61m after
taking into account the one-off impact of
the ERP system disruption in FY2024. This
was to ensure that we retained colleagues
and that they were incentivised to achieve
Performance Measures Out-turn
Annual Bonus
(opportunity of up to
125% of salary)
The annual bonus plan for FY2024 was based on two
financial performance measures:
• Group Operating Profit (‘GOP’) (65% of the
opportunity); and
• Free Cash Flow Conversion (‘FCF’) (35% of the
opportunity).
Details of the bonus targets are set out on page 154.
Actual performance, as detailed on page 154 was:
• GOP: €60m
• FCF: 91%
Notwithstanding this performance, the Committee
exercised its discretion to adjust the formulaic
outcome of the bonus, resulting in Patrick McMahon
earning no bonus.
LTIP awards
vesting in respect
of performance in
FY2024
(granted at 150% of
salary)
The LTIP awards granted to Executive Directors in
FY2022 were based on three performance measures:
• Earnings Per Share (‘EPS’) (45% of the awards);
• Free Cash Flow Conversion (‘FCF’) (35% of the
awards); and
• Environmental target (20% of the awards).
Details of the FY2022 LTIP targets are set out on page
154.
Actual performance against the targets set is
described on page 154. In summary:
• EPS: The threshold level of performance was not
achieved and this part of the awards has lapsed.
• FCF: The maximum level of performance was
achieved and this part of the awards has vested in
full.
• Environmental target: The maximum level of
performance was achieved and this part of the
awards has vested in full.
Therefore, in aggregate, the awards will vest at 55%
of the maximum. The vested awards are subject to a
two-year holding period following vesting.
Information in relation to the remuneration arrangements associated with David Forde and Patrick McMahon leaving the business are
described on page 155, with all the arrangements in line with the Policy and their respective service agreements.
The Committee has also considered the impact of the prior year accounting adjustments discussed on page 56 on the variable pay
awarded in respect of FY2021, FY2022 and FY2023 which did not impact the vesting.
appropriately stretching targets during
FY2024. In determining the final outturn
under the annual bonus, the Committee
was mindful of the experience of a range of
stakeholders. Despite the strength of Cash
Flow Conversion performance in FY2024,
the Committee considered it appropriate to
exercise discretion to adjust the formulaic
outcome of the bonus from 62% of
maximum to 0%.
In the FY2022 report, we explained that
the performance measures and targets for
the FY2022 LTIP awards (granted in June
2021) were determined having regard to the
uncertain and unprecedented economic
environment associated with COVID-19,
its already significant and disproportionate
impact on the business and the industry
compared to the broader economy and
the associated forward looking continued
potential for disruption. As set out on
page 154, the awards will vest at 55%
of maximum. Reflecting that Patrick
McMahon was employed throughout
the three-year performance period, he
will retain his FY2022 LTIP award, which
will remain subject to a two-year holding
period post-vesting and will be subject to
standard malus and clawback terms as
described in the Report. The vesting level
reflects the strong performance in respect
of cash, along with our delivery against
our environmental targets. The threshold
target under the EPS measure was not
achieved, in part reflecting the challenging
macro-economic backdrop over the
performance period as a whole. The prior
year accounting adjustments discussed on
page 56, have not impacted vesting under
the FY2022 LTIP awards.
The Committee has considered the outturns
against the targets set for the FY2022 LTIP
awards and believe these to be appropriate
in light of overall performance and
Shareholder experience over the relevant
performance period.
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Strategic Report Financial Statements Additional Information
Our new Directors’ Remuneration
Policy
C&C is incorporated in Ireland and is,
therefore, not subject to the UK company
law requirement to submit its Directors’
Remuneration Policy to a binding
Shareholder vote. Our current Policy was
approved by Shareholders on an advisory
basis at the 2021 AGM, with a vote in
favour of over 90%. In line with our previous
practice and the typical three-year period
that applies to UK incorporated companies,
at the 2024 AGM we will be putting our new
Policy to Shareholders for an advisory vote.
I have described our approach to the new
Policy below.
During the course of FY2024, the
Committee reviewed the Policy approved
in 2021, which had introduced a number
of best practice features such as aligning
Executive Director pension / cash in lieu of
pension with the rate available for the wider
workforce, introducing a post-employment
shareholding policy and enhanced malus
and clawback provisions. The conclusion
of that review was that the Policy approved
in 2021 remains largely fit-for-purpose.
Therefore, and having explored alternative
incentive mechanisms, our new Policy
includes only a small number of changes
that the Committee believes are important
to simplify the Policy and ensure we can
offer appropriate remuneration to our
Executive Directors over the new Policy’s
three-year life.
During the second half of FY2024 we
consulted with our largest Shareholders in
relation to our proposed approach to the
Policy. We were pleased that the feedback
from the consultation was positive.
Feedback provided by Shareholders was
valuable to us in finalising our proposals,
and the approach set out in this report
takes that feedback into account.
Specifically, our approach to bonus
deferral represents a strengthening of the
deferral arrangements when compared
to our original proposal. We confirmed to
Shareholders (and have committed in the
new Policy) that the additional incentive
headroom which I describe below will
not be applied for FY2025. If we were to
use any of that headroom in the future,
we would engage with Shareholders
before doing so and would not expect to
increase both the annual bonus and LTIP
opportunities at the same time.
Business context for our Policy
review
The Committee’s review of the Policy
approved in 2021 was undertaken in the
context of the following factors.
• The reinstatement of the dividend and
the announcement in October 2023 of
our intention to distribute up to €150m
to Shareholders over the next three
fiscal years, through dividends and other
capital returns as deemed appropriate
at the time, while maintaining leverage target
of 1.5x to 2.0x. We commenced our share
buyback programme on 1 March 2024.
• The drive to deliver the Group’s strategy
and continued focus on building C&C as the
premium drinks and distribution business
in the UK and Irish markets. The Group’s
iconic brands and market-leading distribution
capability provide unique opportunities
for the business to generate value for all
stakeholders.
• The need to ensure that our remuneration
arrangements are competitive. The
Committee is cognisant of the fact that the
lack of pay-out on our incentives over multiple
years presents challenges when attracting
and retaining talent.
• Remuneration and reward across the
organisation. Our aim is to provide
remunerationthat motivates and rewards our
people without encouraging excessive risk
taking, with incentives aligned to strategy
that encourage enhanced and sustainable
performance.
• Market practice and Shareholder
expectations for a UK listed company,
reflecting that C&C is a FTSE250 company,
headquartered in Dublin and listed on the
London Stock Exchange.
Directors’ Remuneration Committee Report
(continued)
138
C&C Group plc
Annual Report 2024
Remuneration Policy
Our approach to the new Policy is summarised below. Later in this letter I have included information on how the Policy will be applied in
FY2025.
Structure No changes. Annual bonus plus performance based long term incentive structure retained.
Incentive quantum The Policy approved in 2021 allows for a maximum bonus opportunity of 125% of salary and a maximum LTIP
award of 150% of salary.
Taking the market competitiveness of the overall packages into account and our strategy, the headroom in the
new Policy is increased to 150% of salary for the bonus and 200% of salary for the LTIP.
However, no changes will be made to the maximum incentive opportunities for the Executive Directors for
FY2025. Any future increases would be subject to progress on the delivery of results to Shareholders. Any
increase in quantum would be accompanied by a review of the level of stretch in the targets.
Performance
measures
The new Policy retains flexibility to set bonus measures and targets annually reflecting C&C’s strategy and
alignment with key financial, operational, strategic and/or individual objectives.
At least 75% of the LTIP will continue to be subject to performance measures based on financial measures and/
or total Shareholder return.
The measures for FY2025 are described below, with more information on the LTIP targets set out on page 145.
Principle-based
approach to
shareholding
guidelines and
bonus deferral
Under the Policy approved in 2021, for Executive Directors up to 50% of any bonus earned is ordinarily paid in
cash with the remainder deferred into shares for three years.
In our sector, the level of deferral is typically between 25% and 33% of the bonus earned and there is mixed
practice on the deferral period. In a number of our sector peers the deferral period is two years.
Taking a principle-based approach to ensuring the new Policy supports the attraction (and retention) of high-
quality talent, whilst ensuring that Executive Directors’ interests are aligned with those of Shareholders, under
the new Policy deferral is linked to the meeting the shareholding guideline (equal to 200% of the Executive
Director’s salary):
• Until half of the in-service shareholding guideline is met, the deferral requirement remains at 50% of any
bonus earned. Deferral will continue to be for a period of three years.
• Once half the in-service shareholding guideline is met (100% of salary), the level of bonus deferred will reduce
to 25% of any bonus earned. This 25% deferral will continue after the in-service shareholding guideline is met
in full. Deferral will continue to be for a period of three years.
We believe this is a proportionate and principle-based approach that will provide C&C with a competitive
edge to attracting and retaining executive talent whilst still having a clear emphasis on Shareholder alignment
across the arrangements as a whole. This also reflects that C&C already operates a number of best practice
features that enhance Shareholder alignment. This includes in-employment and post-employment shareholding
guidelines and an LTIP with an overall time horizon of five years.
Other changes Other minor changes have been made to take account of the practical operation of the new Policy and changes
in practice since the Policy was approved in 2021.
Application of the new Policy for FY2025, including the wider workforcecontext
The key principles of our approach to the FY2025 salary review for the general workforce are (i) to put in place meaningful salary increases
for all colleagues in the context of continued cost of living challenges; and (ii) to allocate a portion of the budget to focus increases on
colleagues whose salaries are positioned at the lower end of the market. For FY2025, the majority of colleagues received a base salary
increase of 4%, with a small but significant number of colleagues receiving a larger increase where considered appropriate to better align
with the market as we begin a programme of implementation of our Reward Policy to support the delivery of the strategy.
139
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Strategic Report Financial Statements Additional Information
Our approach to the implementation of the new Policy in FY2025 is set out on pages 143 to 147 and summarised below.
CEO
Patrick McMahon up to 5 June 2024 and
Ralph Findlay
with effect from 6 June 2024
CFO
Andrew Andrea with effect from 1 March 2024
Base salary €702k (a 4% increase to Patrick
McMahon’s salary in line with the
majority of colleagues).
£400k (c.€461k) (taking into account the market benchmarks and his
experience).
Pension Pension allowance of 5% of salary in line with the contribution available for the Group’s employees.
Benefit Allowance Benefit allowance of 7.5% of salary.
Maximum annual
bonus
Maximum annual bonus opportunity of 125% of salary, with up to 50% of the bonus earned deferred into shares
for three years, depending on the extent to which the shareholding guideline has been met in line with the new
Policy.
Performance targets will be based on:
• Operating profit, with a 65% weighting;
• Free Cash Flow, with a 20% weighting; and
• Progress against our Health & Safety priorities for the Group, with a 15% weighting.
For Patrick McMahon, Ralph Findlay and Andrew Andrea, the FY2025 annual bonus will be pro-rated for time in
active employment in the year. Ralph Findlay will not receive a bonus for the period prior to his appointment as
CEO on 6 June 2024.
Maximum LTIP Maximum LTIP opportunity of 150% of salary for the CFO. Neither Patrick McMahon nor Ralph Findlay will
receive an LTIP award for FY2025.
Performance targets will be consistent with those for the FY2024 grant and based on:
• EPS, with a 45% weighting;
• Relative TSR, with a 35% weighting; and
• Environmental targets, with a 20% weighting.
Details of the anticipated targets are set out below.
Measure Weighting Targets
EPS
1
45% Threshold (25% vesting): 15.2c
Maximum: 16.4c
Relative TSR 35% Threshold (25% vesting): The Company’s TSR performance over the
performance period
2
is at the median of the comparator group
3
Maximum: The Company’s TSR performance over the performance period
2
is
at the upper quartile of the comparator group
3
Environmental 20% The Company has set a target to reduce its Scope 1 and Scope 2 emissions
over the next three financial years ending FY2027.
Threshold - 6% reduction
Maximum - 12% reduction
1. EPS will be measured excluding the impact of share buy backs.
2. The performance period for the relative TSR measure will be the three financial years FY2025, FY2026 and FY2027, with TSR performance
assessed by reference to a three-month average TSR measurement before the start of the performance period and at the end of the
performance period.
3. The comparator group for the relative TSR measure will be Domino’s Pizza Group, JD Wetherspoon, Mitchells & Butlers, SSP, Fullers, Gym
Group, Hollywood Bowl, Marston’s, Britvic, Cranswick, Hilton Food Group, Premier Foods, Tate & Lyle, AG Barr, Bakkavor, Greencore and
FeverTree.
Chair and Non-Executive Directors
For FY2025, the Chair’s fee has been increased to €260,000, a 4% increase, in line with the salary increase awarded to the majority of
colleagues. However, Ralph Findlay will not receive this fee in respect of his role as Chair of the Board in addition to his base salary as CEO.
There have been no increases to either the base fees or the fees for additional duties for the Non-Executive Directors other than the Chair of
the Nomination Committee. This will only be payable where the Nomination Committee is not chaired by the Chair of the Board.
Directors’ Remuneration Committee Report
(continued)
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Membership of the Committee
John Gibney joined the Remuneration
Committee on 6 December 2023. John
has extensive industry experience and a
deep understanding of the beverage and
hospitality sector and chairs the Audit
Committee. His experience is welcomed.
LTIP rules renewal
To coincide with the renewal of the Policy
we will be seeking Shareholder approval
for a new LTIP at the 2024 AGM, reflecting
that our current LTIP rules were adopted in
2015 and expire, for the purposes of new
grants, in 2025. The new rules reflect the
new Policy and typical practice. A summary
of the principal terms of the new rules is
included in the Notice of AGM.
Conclusion
We greatly appreciate the feedback and
the level of support we have received from
our Shareholders regarding our approach
to remuneration and the changes outlined
above, which have been valuable to us
finalising our approach. We are firmly of the
view they are in the best interests of the
business and its Shareholders.
I hope that Shareholders will agree that
our decisions in respect of FY2024, our
approach to the new Policy, and our
proposed implementation of the new Policy
in FY2025 demonstrate our continuing
reasonable and balanced approach to
remuneration. I hope that you will support
the resolutions to approve the new Policy,
the Directors’ Remuneration Report and
the new LTIP at the AGM, where I will be
available to answer any questions you
may have or via the email that we have
for engagement with our Shareholders at
AGM2024@candcgroup.com.
FY2024 Remuneration at a glance –
how the Policy was implemented in FY2024
Remuneration Outcomes for FY2024
Element Patrick McMahon
Base salary €675,000*
Pension (% of base salary) 5%
Benefits (% of base salary) 7.5%
Annual Bonus earned (% of max) 0%
LTIP vesting (% of max) 55%
* The base salary is that applying with effect from 19 May 2023 on his appointment as CEO.
Long-Term Incentives Awarded in FY2024
In June 2023, Patrick McMahon was granted an award under the LTIP at 150% of
salary. Recognising his contribution to C&C over many years, the Committee exercised
discretion to allow Patrick to retain the LTIP award granted to him in respect of FY2024
which will vest following the assessment of the performance conditions following the end
of FY2026 and be subject to a reduction to reflect his period of service. The performance
conditions to which the award is subject are as set out below. To the extent the award
vests, subject to standard malus and clawback terms as described in the Report, it will
be subject to a two-year holding period post-vesting.
Weighting Measure Further details
45% Earnings per share
1
Threshold (25% vesting) – 15.2c
Maximum – 16.0c
35% Relative TSR Threshold (25% vesting) - Median of the
comparator group
2
Maximum – Upper quartile of the comparator
group
2
20% Environmental
target
To reduce Scope 1 emissions and Scope 2
emissions
3
over the three financial years ending
with FY2026 as follows:
• Threshold (25% vesting) – 6% reduction
• Maximum – 12% reduction
1. Measured in the final year of the three-year performance period (i.e. end of FY2026)
2. The comparator group for the relative TSR measure is Domino’s Pizza Group, JD Wetherspoon, Mitchells &
Butlers, SSP, Fullers, Gym Group, Hollywood Bowl, Marston’s, Restaurant Group, Ten Entertainment Group,
Britvic, Cranswick, Hilton Food Group, Premier Foods, Tate & Lyle, AG Barr, Bakkavor, Greencore and
FeverTree
3. Scope 1 – direct emissions from owned or controlled sources, which includes emissions from company-owned
or operated facilities and vehicles. Scope 2 – Indirect emissions from the generation of purchased energy e.g.
electricity, steam, heat and cooling
Governance
The Committee has defined Terms of Reference which can be found on our website at
(candcgroup.com/terms-of-reference) and which we reviewed during FY2024. A copy
may be obtained from the Company Secretary.
Angela Bromfield
Chair of the Remuneration Committee
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Remuneration Committee
Membership and Meeting
Attendance
All members of the Committee are and were
considered by the Board to be independent.
The quorum necessary for the transaction
of business is two, each of whom must be
a Non-Executive Director. Only members
of the Committee have the right to attend
committee meetings. However, during
the year, Board members, Group Director
of Human Resources, Head of Reward,
Deputy Company Secretary, along
with representatives from Deloitte, our
remuneration advisers, were invited to
attend meetings (although never during the
discussion of any item affecting their own
remuneration or employment).
The Company Secretary and Group General
Counsel is Secretary to the Committee.
FY2024 Key activities
• Agreed remuneration arrangements in
relation to the changes to the Board
during the year. This included the
remuneration package for Patrick
McMahon on his taking on the role of
CEO, the remuneration arrangements
for Ralph Findlay in connection with his
taking on the role of Executive Chair, the
terms of David Forde’s departure and
the remuneration package applying to
Andrew Andrea on his appointment as
CFO with effect from the start of FY2025.
• Agreed the remuneration packages for a
number of roles in the restructured Group
Executive Committee, below Board.
• Undertook a comprehensive review
of the Remuneration Policy including
engagement with Shareholders in
readiness for the Policy to be put
to Shareholders for approval at the
Company’s 2024 AGM.
• As part of the Policy review the
Committee also reviewed a revised set of
Reward Principles which will apply to the
rest of the workforce and will support the
implementation of the strategy.
• Approval of the FY2024 bonus and
LTIP measures and targets, taking into
account external expectation and market
uncertainty.
• As part of the externally facilitated Board
effectiveness review, we undertook a
review of the Committee’s effectiveness.
The areas for development were built into
the Committee’s forward agenda.
• Agreed that the FY2025 salary review for
Patrick McMahon would be in line with
that of the general workforce.
• Agreed the incentive plan targets for
FY2025, continuing to use the same
robust financial and non-financial
measures designed to align with the
strategic objectives and stakeholder
interests.
External Advisers
The Committee seeks and considers advice
from independent remuneration advisers
where appropriate. During the year ended
29 February 2024, the Committee obtained
advice from Deloitte LLP. Deloitte’s fees for
this advice amounted to £41,675 (excluding
VAT) charged on a time or fixed fee basis.
Deloitte is one of the founding members of
the Remuneration Consultants’ Group and
adheres to that Group’s Code of Conduct
in its dealings. The Committee is satisfied
that the advice provided by Deloitte is
objective and independent. The Committee
is comfortable that the Deloitte engagement
team who provide remuneration advice to
the Committee do not have connections
with the Company that may impair their
independence.
Directors’ Remuneration Policy
The current Directors’ Remuneration
Policy applied from the date of the 2021
AGM (the 2021 Policy). In line with typical
UK practice, we are seeking approval
for a new Remuneration Policy (the 2024
Policy) at the 2024 AGM. The 2024 Policy
is set out below. The approach taken
by the Remuneration Committee to the
determination of the 2024 Policy and the
differences between the 2024 Policy and
the 2021 Policy are described in the Chair’s
letter on pages 136 to 141.
When designing the 2024 Policy, having
regard to the UK Corporate Governance
Code 2018, the Committee has applied the
following principles:
• clarity – remuneration arrangements will
be transparent and promote effective
engagement with Shareholders and the
workforce;
• simplicity – remuneration structures will
avoid complexity and their rationale and
operation should be easy to understand;
• risk – remuneration arrangements will
ensure reputational and other risks from
excessive rewards, and behavioural risks
that can arise from target-based incentive
plans, are identified and mitigated;
• predictability – the range of possible
values of rewards to individuals and other
limits or discretions will be identified and
explained;
• proportionality – the link between
individual awards, the delivery of strategy
and the long-term performance of the
company will be clear; and,
• alignment to culture – incentive plans
will drive behaviours consistent with
company purpose, values and strategy.
The 2024 Policy
If the 2024 Policy is approved at the 2024
AGM, it will apply from that date.
Directors’ Remuneration Committee Report
(continued)
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Annual Report 2024
Future Policy Table
Executive Directors
The table below sets out the Company’s Remuneration Policy for Executive Directors.
Purpose and link to strategy Operation Maximum opportunity Performance metrics
Salary
Reflects the individual’s
role, experience and
contribution. Set at
levels to attract, recruit
and retain Directors of
the necessary calibre.
Salaries are set by the Committee
taking into account factors including,
but not limited to:
• scope and responsibilities of the
role;
• experience and individual
performance;
• overall business performance;
• prevailing market conditions;
• pay in comparable companies; and
• overall risk of non-retention.
Typically, salaries are reviewed
annually, with any changes normally
taking effect from 1 March.
Whilst there is no prescribed formulaic
maximum, any increases will take into
account the outcome of pay reviews for
employees as a whole. Larger increases
may be awarded where the Committee
considers it appropriate to reflect, for
example: increases or changes in scope
and responsibility; to reflect the Executive
Director’s development and performance
in the role; or alignment to market level.
Increases may be implemented over such
time period as the Committee determines
appropriate.
None.
Benefits/cash allowance in lieu
Ensures that benefits
are sufficient to recruit
and retain individuals of
the necessary calibre.
The Group seeks to bring transparency
to Directors’ reward structures
through the use of cash allowances
in place of benefits in kind. The cash
allowance can be applied to benefits
such as a company car and health
benefits. Group benefits such as
death in service insurance are also
made available. Other benefits may
be provided based on individual
circumstances including housing or
relocation allowances, travel allowance
or other expatriate benefits. Benefits
and allowances are reviewed alongside
salary.
There is no prescribed maximum monetary
value of benefits.
Benefit provision is set at a level which the
Committee considers appropriate against
the market and relative to internal benefit
provision in the Group and which provides
sufficient level of benefit based on individual
circumstances.
None.
Pension/cash allowance in lieu
Contributes towards
funding later life cost of
living.
Executive Directors may participate in
the Company’s defined contribution
pension scheme or take a cash
allowance in lieu of pension entitlement
(or a combination thereof).
A contribution and/or cash allowance not
exceeding the level available to the majority
of the Group’s workforce. The Committee
retains discretion to determine the
approach and calculation of the workforce
pension level, including if relevant, taking
into account the location of the Executive
Director.
None.
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Purpose and link to strategy Operation Maximum opportunity Performance metrics
Annual bonus
Motivates employees
and incentivises
delivery of performance
targets which support
the strategic direction
of the Company.
Bonus levels are determined after
the year end based on performance
against targets set by the Committee.
The Committee has discretion to
vary the bonus pay out should any
formulaic output not reflect the
Committee’s assessment of overall
business performance, or if the
Committee considers the pay-out to
be inappropriate in the context of other
relevant factors including to avoid
outcomes which could be seen as
contrary to Shareholder expectations.
Bonus deferral
The extent of the deferral of bonus
will ordinarily depend upon the
achievement against the Company’s
In-Service Shareholding Requirement,
as set out below this table.
Malus and clawback provisions will
apply to the annual bonus. See the
'Malus and clawback' section below
for more details.
Maximum opportunity is
150% of base salary (125% in
FY2025).
Performance is ordinarily
measured over the financial year.
The Committee has flexibility to
set performance measures and
targets annually, reflecting the
Company’s strategy and aligned
with key financial, operational,
strategic and/or individual
objectives.
The majority of the bonus will be
based on financial measures, such
as profit and cash. The balance
of the bonus will be based on
financial or strategic targets such
as brand equity and our ESG
goals (which may include health
and safety objectives).
In the case of financial measures,
up to 20% of the bonus will be
earned for threshold performance
increasing to up to 50% for on-
target performance and 100% for
maximum performance.
For non-financial measures, the
amount of bonus earned will be
determined by the Committee
between 0% and 100% by
reference to its assessment of the
extent to which the relevant metric
or objective has been met.
Directors’ Remuneration Committee Report
(continued)
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C&C Group plc
Annual Report 2024
Purpose and link to strategy Operation Maximum opportunity Performance metrics
LTIP
Incentivises Executive
Directors to execute
the Group’s business
strategy over the longer
term and aligns their
interests with those
of Shareholders to
achieve a sustained
increase in Shareholder
value.
Awards are made in the form of
nil-cost options or conditional share
awards, the vesting of which is
conditional on the achievement of
performance targets (as determined by
the Committee).
Vested awards must be held for a
further two-year period after the end of
the performance period before sale of
the shares (other than to pay tax). This
holding period can be operated on the
basis that:
• awards vest following the
assessment of the applicable
performance conditions but will not
be released (so that the participant
is entitled to acquire shares) until the
end of a holding period of two years
beginning on the vesting date; or
• the participant is entitled to acquire
shares following the assessment
of the applicable performance
conditions but that (other than as
regards sales to cover tax liabilities)
the award is not released (so that
the participant is able to dispose of
those shares) until the end of the
holding period.
The Committee retains discretion to
adjust the outturn of an LTIP award,
including to override the formulaic
outcome of the award, in the event
that performance against targets does
not properly reflect the underlying
performance of the Company, or if
the Committee considers the pay-out
to be inappropriate in the context of
other relevant factors including to avoid
outcomes which could be seen as
contrary to Shareholder expectations.
Additional shares may be delivered in
respect of vested LTIP award shares
to reflect dividends over the vesting
period and, if relevant, the holding
period. The number of additional
shares may be calculated assuming
the reinvestment of dividends on such
basis as the Committee determines.
Awards may be made up to
200% of salary in respect of
any financial year (150% of
salary in respect of FY2025).
In exceptional circumstances
the maximum award is 300%
of salary in respect of any
financial year.
Vesting is based on the
achievement of challenging
performance targets, typically
measured over a period of
three years.
Performance may be assessed
against financial measures
(including, but not limited
to, EPS, cash conversion or
other cash based measure)
and / or return measures
and operational or strategic
measures (which may include
ESG measures) aligned with
the Company’s strategy,
provided that at least 75% of
the award is based on financial
and/or return measures.
For the achievement of
threshold performance against
a financial measure, no more
than 25% of the award will
vest, rising, ordinarily on a
straight-line basis, to 100% for
maximum performance; below
threshold performance, none
of the award will vest.
For non-financial measures,
the amount of the award that
vests will be determined by
the Committee between 0%
and 100% by reference to its
assessment of the extent to
which the relevant metric or
objective has been met.
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Purpose and link to strategy Operation Maximum opportunity Performance metrics
Share-based rewards – all-employee plans
Align the interests of
eligible employees with
those of Shareholders
through share
ownership.
The C&C Profit Sharing Scheme is an
all-employee share scheme and has
two parts.
Part A relates to employees in Ireland
and has been approved by the Irish
Revenue Commissioners (the Irish
APSS). Part B relates to employees
in the UK and is a HMRC qualifying
plan of free, partnership, matching or
dividend shares (or cash dividends)
with a minimum three-year vesting
period for matching shares (the UK
SIP). UK resident Executive Directors
are eligible to participate in Part B only.
There is currently no equivalent plan
for Directors resident outside of Ireland
or the UK.
Under the Company’s
Irish APSS, the maximum
value of shares that may be
allocated each year is as
permitted in accordance with
the relevant tax legislation
(currently €12,700, which
is the combined value for
the employer funded and
employee foregone elements).
Under the Company’s UK SIP
the maximum values are those
permitted by the applicable
legislation (£1,800 in respect
of partnership shares, £3,600
in respect of matching shares
and £3,600 in respect of
free shares, or in any case
such greater limit as may be
specified by the tax legislation
from time to time).
No performance conditions
would usually be required in
tax-advantaged plans.
Bonus Deferral
If an Executive Director has not met
at least half the Company’s In-Service
Shareholding Requirement as determined
by the Committee, up to 50% of any bonus
earned will ordinarily be paid in cash with
the remainder deferred into shares, for up to
three years.
If an Executive Director has met as to
at least half the Company’s In-Service
Shareholding Requirement as determined
by the Committee, up to 75% of any bonus
earned will ordinarily be paid in cash with
the remainder deferred into shares, for up to
three years.
Additional shares may be delivered in
respect of deferred bonus award shares to
reflect dividends over the deferral period.
The number of additional shares may be
calculated assuming the reinvestment of
dividends on such basis as the Committee
determines.
Shareholding guidelines
To align Executive Directors with
Shareholders, the Committee has adopted
formal share ownership guidelines, which
apply both during and after employment.
The Committee retains discretion to
vary these provisions in appropriate
circumstances.
In-service requirement
Executive Directors are required to build
and maintain a personal shareholding of at
least two times’ salary.
Executive Directors are required to retain
50% of the after-tax value of vested share
awards until the shareholding guideline is
met.
Shares subject to awards which have
vested but which remain unexercised,
shares subject to LTIP awards which have
vested but not been released (i.e. which
are in a holding period) and shares subject
to deferred bonus awards count towards
the shareholding requirement on a net of
assumed tax basis.
Post-employment requirement
The Committee has adopted a post-
employment guideline. Shares are subject
to this requirement only if they are acquired
from LTIP or deferred bonus awards
granted after 1 March 2021. For the first
year after the Executive Director steps down
from the Board they are required to retain
such of those shares as have a value equal
to the 'in-service' guideline, or their actual
shareholding, if lower, and for a further year
such of those shares as have a value equal
to half of the 'in-service' guideline or their
actual shareholding, if lower.
Explanation of performance
measures
Performance measures for the LTIP
and annual bonus are selected by the
Committee to reflect the Company’s
strategy. The Committee has discretion to
set performance measures (and weightings
where there is more than one measure)
on an annual basis to take account of the
prevailing circumstances. Measures and
weightings may vary depending upon an
Executive Director’s area of responsibility.
Directors’ Remuneration Committee Report
(continued)
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C&C Group plc
Annual Report 2024
Targets are set annually by the Committee
having regard to the circumstances at the
time and taking into account a number of
different factors.
To the extent provided for in accordance
with any relevant amendment power
under the rules of the share plans
or in the terms of any performance
condition, the Committee may alter
the performance conditions relating to
an award or option already granted in
appropriate circumstances (such as in
the event of a material acquisition or
divestment or an unexpected event) if the
Committee reasonably considers that
the performance conditions would not,
without alteration, achieve their original
purpose. The Committee will act fairly and
reasonably in making the alteration so that
the performance conditions achieve their
original purpose, and the thresholds remain
as challenging as originally imposed. The
Committee will explain and disclose any
such alteration in the next remuneration
report.
Malus and clawback
In line with the UK Corporate Governance
Code, malus and clawback provisions
apply to all elements of performance-based
variable remuneration (i.e. annual bonus,
and LTIP) for the Executive Directors.
The circumstances in which malus and
clawback will be applied are if there has
been, in the opinion of the Committee,
a material mis-statement of the Group’s
published accounts, material corporate
failure, significant reputational damage,
error in assessing a performance condition
or the information or assumptions on
which the award vests, or the Committee
reasonably determines that a participant
has been guilty of gross misconduct.
The clawback provisions will apply for a
period of two years following the end of
the performance period; in the case of any
deferred bonus award or LTIP award which
is not released until the end of a holding
period, clawback may be implemented
by cancelling the award before it vests/is
released.
Share plans and other incentives
The Committee may operate the
Company’s share plans in accordance with
their terms and exercise any discretions
available to them under the plans, including
that awards may be adjusted in the event
of a variation of capital, demerger, special
dividend or other relevant event. Awards
may be settled, in whole or in part, in cash,
although the Committee would only settle
an Executive Director’s award in cash
in appropriate circumstances, such as
where there is a regulatory restriction on
the delivery of shares or as regards the tax
liability arising in respect of the award.
In the event of a change of control or other
relevant event, awards under the share
plans will vest to the extent determined
in accordance with the rules of the plans,
after the exercise, where relevant, of any
applicable discretion.
• Unvested LTIP awards will vest taking
into account the performance conditions
and pro-rating for time, although the
Committee has discretion not to apply
time pro-rating.
• Vested LTIP awards which are in a
holding period will be released to the
extent already determined.
• Deferred bonus awards will vest in full.
• Awards under the all-employee plans
will vest in accordance with the rules of
those plans, which do not provide for any
discretionary treatment.
Legacy payments
The Committee reserves the right to
make any remuneration payment or
any payment for loss of office (including
exercise any discretion in respect of any
such payment) without the need to consult
with Shareholders or seek their approval,
notwithstanding that it is not in line with
the 2024 Policy, where the terms of the
payment were agreed either:
• before the policy came into effect
(provided that, in the case of any payment
agreed after the Company’s 2015 Annual
General Meeting, it is in line with the
policy in effect at the time the payment
was agreed); or
• at a time when the relevant individual was
not a Director of the Company and, in the
opinion of the Committee, the payment
was not in consideration for the individual
becoming a Director of the Company.
For these purposes: the term ‘payment’
includes any award of variable
remuneration; in relation to an award over
shares, the terms of the payment are
‘agreed’ at the time the award is granted.
Minor changes
The Committee may, without the need to
consult with Shareholders or seek their
approval, make minor changes to this Policy
to aid in its operation or implementation
taking into account the interests of
Shareholders.
Comparison with remuneration
policy for employees generally
Remuneration packages for Executive
Directors and for employees as a whole
reflect the same general remuneration
principle that individuals should be
rewarded for their contribution to the Group
and its success, and the reward they
receive should be competitive in the market
in which they operate without paying more
than is necessary to recruit and retain them.
The remuneration package for Executive
Directors reflects their role of leading
the strategic development of the Group.
Accordingly, there is a strong alignment with
Shareholders’ interests, through long term
performance-based share rewards. Senior
management are similarly rewarded.
These rewards are not appropriate for
all employees, but it is the Committee’s
policy that employees in general should be
afforded an opportunity to participate in the
Group’s success through holding shares in
the Company through all-employee plans.
Executive Directors are incentivised through
an annual cash bonus to achieve shorter
term objectives and all employees are
similarly incentivised. The deferral of bonus
for the Executive Directors increases their
alignment with the longer-term interests of
Shareholders.
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For Executive Directors the remuneration
package reflects the demands of a
global market. For employees generally,
remuneration and reward are tailored to
the local market in which they work. It is
the Committee’s policy that all employees
should share in the success of the business
divisions to which they have contributed.
Consideration of employment
conditions generally and
consultation with employees
As described above, when setting the policy
for Executive Directors’ remuneration, the
Committee applies the same core principle
as applied for the pay and employment
conditions of other Group employees.
When reviewing Directors’ remuneration,
the Committee has regard to the outcome
of pay reviews for employees as a whole.
During FY2024, Patrick McMahon and
the Head of Reward presented to the
Committee a revised set of Reward
Principles for the wider workforce which
were developed during the year. These
Reward Principles are aligned with the
overall aim of building a reward proposition
that will support the implementation of the
strategy and our reward journey. They are
taken into account by the Committee when
taking decisions in relation to remuneration
for Executive Directors and other members
of the Group Executive Committee.
There was no direct consultation with
the wider workforce in relation to the
new Policy. However, with effect from
6 December 2024, Chris Browne and
Sarah Newbitt were appointed Employee
Engagement Non-Executive Directors.
During the course of FY2025 they will
continue to engage with the workforce
which will include addressing any broader
reward matters raised.
CEO quarterly ‘All Colleague’ sessions were
held during FY2024 hosted by the CEO
and Group Executive Committee members
and the designated Employee Engagement
Non-Executive Directors also attended, with
the aim of providing a further opportunity
to increase two-way dialogue between the
Company and all staff and to allow our Non-
Executive Directors to hear directly from
colleagues and feed back to the Board.
Remuneration more generally is always a
topic for discussion during these sessions
and feedback provided was taken into
account by the Committee when finalising
the 2024 Policy.
The Group has regular contact with
employee representatives on matters of pay
and remuneration for employees covered
by collective bargaining or consultation
arrangements.
Illustration of remuneration policy
The following charts show the level of
remuneration and the relative split of
remuneration between fixed pay (base
salary, benefits and cash allowance in
lieu of pension) and variable pay (annual
bonus and LTIP) for each Executive Director
on the basis of minimum remuneration,
remuneration receivable for performance
in line with the Company’s expectations,
maximum remuneration (not allowing for
any share price appreciation) and maximum
remuneration assuming a 50% increase in
the share price for the purposes of the LTIP
element.
Bases and Assumptions
For the purposes of the above charts, the
following assumptions have been made:
• The UK regulations only require these charts
to be prepared in respect of an Executive
Director, the chart in respect of Ralph Findlay
reflects his remuneration for the period from
6 June 2024 to the end of FY2025 only.
• Base salary is the salary as at 1 March 2024
(or 6 June 2024 in the case of Ralph Findlay).
• Benefits at the level of 7.5% of salary (based
on salary with effect from 1 March 2024 or
6 June 2024 in the case of Ralph Findlay)
reflecting the core benefits for each Executive
Director.
• Cash allowance in lieu of pension for
Executive Directors at the level of 5% of
salary (based on salary with effect from 1
March 2024 or 6 June 2024 in the case of
Ralph Findlay).
• An annual bonus opportunity of 125% of
salary.
• An LTIP award of 150% of salary for the CFO,
Andrew Andrea only.
In the case of Andrew Andrea, the base salary
is converted to € using the closing exchange
rate at 29 February 2024 of 0.8675, for ease of
comparison.
Minimum
performance
Performance in line
with expectations
Maximum
performance
Maximum performance
plus share price increase
Minimum
performance
Performance in line
with expectations
Maximum
performance
Maximum performance
plus share price increase
Fixed pay Annual Bonus LTIP
Ralph Findlay
Andrew Andrea
100% 64% 47% 47%
36%
53%
53%
18%
39%
49%
29%
32% 27%
100% 53% 29% 24%
€580k
€525k
€992k
€902k
€1,224k
€1,224k
€1,809k
€2,160k
Directors’ Remuneration Committee Report
(continued)
148
C&C Group plc
Annual Report 2024
Minimum performance Performance in line with expectations Maximum performance
Maximum performance plus share price
increase
Fixed pay
Fixed elements of remuneration
(base salary, benefits
allowance and pension
allowance).
Fixed elements of remuneration
(base salary, benefits
allowance and pension
allowance).
Fixed elements of remuneration
(base salary, benefits
allowance and pension
allowance).
Fixed elements of remuneration
(base salary, benefits allowance
and pension allowance).
Annual bonus
No bonus. 50% of bonus (62.5% of salary)
earned for achieving target
performance.
100% of bonus (125% of salary)
earned for achieving maximum
performance.
100% of bonus (125% of salary)
earned for achieving maximum
performance.
LTIP (for the CFO Andrew Andrea only)
No vesting. 25% of the award (37.5% of
salary) for achieving threshold
performance.
150% of salary for achieving
maximum performance.
150% of salary for achieving
maximum performance plus an
assumed 50% increase in the
share price giving an overall value
of 225% of salary.
Recruitment remuneration policy
When recruiting an Executive Director,
the Committee will typically seek to use
the Policy detailed in the table above to
determine the appropriate remuneration
package to be offered. To facilitate the hiring
of candidates of the appropriate calibre
required to implement the Group’s strategy,
the Committee retains the discretion to
make payments or awards which are
outside the Policy subject to the principles
and limits set out below.
In determining appropriate remuneration,
the Committee will take into consideration
all relevant factors (including the quantum
and nature of remuneration) to ensure the
arrangements are in the best interests of the
Group and its Shareholders. This may, for
example, include (but is not limited to) the
following circumstances:
• an interim appointment is made to fill an
Executive Director role on a short-term
basis;
• exceptional circumstances require that
the Chair or a Non-Executive Director
takes on an executive function on a short-
term basis;
• an Executive Director is recruited at
a time in the year when it would be
inappropriate to provide a bonus or
long-term incentive award for that year
as there would not be sufficient time
to assess performance. Subject to the
limit on variable remuneration set out
below, the quantum in respect of the
months employed during the year may
be transferred to the subsequent year
so that reward is provided on a fair and
appropriate basis;
• the Executive Director received benefits
at their previous employer which the
Committee considers it appropriate to
of fer.
The Committee may also alter the
performance measures, performance
period, vesting period, deferral period and
holding period of the annual bonus or long-
term incentive if the Committee determines
that the circumstances of the recruitment
merit such alteration. The rationale will be
clearly explained.
The Committee may make an award to
compensate the prospective employee
for remuneration arrangements forfeited
on leaving a previous employment or
engagement. In doing so, the Committee
will take account of relevant factors
regarding the forfeited arrangements which
may include the form of any forfeited awards
(e.g. cash or shares), any performance
conditions attached to those awards (and
the likelihood of meeting those conditions)
and the time over which they would have
vested. These awards or payments are
excluded from the maximum level of
variable remuneration referred to below; the
Committee’s intention, however, is that the
value awarded or paid would be no higher
than the expected value of the forfeited
arrangements.
Any share awards referred to in this section
will be granted as far as possible under the
Group’s employee share plans. If necessary,
and subject to the limits referred to below,
recruitment awards may be granted outside
of these plans.
Recruitment awards will normally be
liable to forfeiture or 'clawback' on early
departure (i.e. within the first 12 months of
employment).
It would be the Committee’s policy that
a significant portion of the remuneration
package (including any introductory awards)
would be variable and linked to stretching
performance targets and continued
employment. The maximum level of variable
remuneration that may be granted to new
Directors (excluding buy-out arrangements)
is 450% of base salary.
Where a position is filled internally, any pre-
appointment remuneration entitlements or
outstanding variable pay elements shall be
allowed to continue according to the original
terms.
Fees payable to a newly-appointed Chair
or Non-Executive Director will be in line
with the fee policy in place at the time of
appointment.
149
Governance Report
Strategic Report Financial Statements Additional Information
Policy on payment for loss of office
Executive Directors
Service Contracts
Details of the service contracts of the Executive Directors are as follows:
Name Contract date Notice period
Unexpired term of
contract
Ralph Findlay (Chief Executive Officer) 6 June 2024 3 months n/a
Andrew Andrea (Chief Financial Officer) 1 March 2024 12 months n/a
Compensation on Termination
The service contracts of the Executive Directors do not contain any pre-determined compensation payments in the event of termination of
office or employment other than payment in lieu of notice.
The principles on which the compensation for loss of office would be approached are summarised below:
Policy
Notice period None of the Executive Directors has a service contract with a notice period in excess of one year. Service
contracts for new Directors will generally be limited to 12 months’ notice by the Company.
Termination
payment/ payment
in lieu of notice
The Company has retained the right to make payment to the Executive Director of up to 12 months’ fixed
remuneration in lieu of the notice period. Discretionary benefits may also include, but are not limited to,
outplacement and legal fees.
Annual bonus Payment of the annual bonus would be at the discretion of the Committee on an individual basis and would
be dependent upon the circumstances of their departure and their contribution to the business during the
bonus period in question, such that a bonus would be paid only in circumstances the Committee considers
amount to 'good leaver' circumstances. in such circumstances, a departing Director may be eligible, subject to
performance, for payment of a bonus pro-rata to the period of employment during the year, to be payable at the
usual time.
Share based
awards
The vesting of share-based awards is governed by the rules of the relevant incentive plan.
LTIP
Unvested awards
‘Good leavers’ typically include leavers due to death, injury, ill-health, disability, redundancy and retirement with
the consent of the Company or business disposal or any other reason as determined by the Committee.
The provisions for ‘good leavers’ provide that unvested awards will vest at the normal vesting point taking
account of the performance over the period and subject to pro-rating for time, although the Committee has
discretion to waive pro-rating for time. Any holding period would typically continue to apply. The Committee
has the discretion to accelerate vesting (and release) to the date of cessation of employment (and to assess
performance accordingly) or to determine vesting at the end of the performance period and to release the
award then.
LTIP
Vested but
unreleased
awards
Under the LTIP, if a participant ceases employment during a holding period, their award will continue unless
they are summarily dismissed, in which case the award will lapse. Awards which are retained will typically be
released at the originally anticipated release date. However, the Committee has discretion to release the award
at the date of cessation.
Deferred bonus
awards
In the event of cessation due to death, ill-health, injury or disability, the deferred bonus share award would
ordinarily be released as soon as practicable following termination. In the event of cessation for any other reason
(unless the participant is summarily dismissed, in which case the award will lapse), the award will be released at
the normal time, although the Committee has discretion to release at cessation.
Directors’ Remuneration Committee Report
(continued)
150
C&C Group plc
Annual Report 2024
Policy
Mitigation Executive Directors’ service contracts contain no contractual provision for reduction in payments for mitigation
or for early payment, and accordingly any payment during the notice period will not be reduced by any amount
earned in that period from alternative employment obtained as a result of being released from employment with
the Group before the end of the contractual notice period.
Other payments Payments may be made under the Company’s all-employee share plans which are governed by the Irish
Revenue Commissioners and HMRC tax-advantaged plan rules and which cover leaver provisions. There is no
discretionary treatment of leavers under these plans.
Payments may also be made in respect of accrued but untaken holiday and for fees for any outplacement
services and legal and professional advice in connection with the termination.
Where on recruitment a buy-out award had been made, then the applicable leaver provisions would be
specified at the time of the award.
The Committee reserves the right to make additional exit payments where such payments are made in good faith in discharge of an
existing legal obligation (or by way of damages for breach of such an obligation) or by way of settlement or compromise of any claim
arising in connection with the termination of a Director’s office or employment. In doing so, the Committee will recognise and balance the
interests of Shareholders and the departing Executive Director, as well as the interests of the remaining Directors. Where the Committee
retains discretion, it will be used to provide flexibility in certain situations, taking into account the particular circumstances of the Director’s
departure and performance.
Non-Executive Directors
The table below sets out the Company’s Remuneration Policy for Non-Executive Directors
Purpose and link to strategy Operation Opportunity Performance metrics
Non-Executive Director fees
Attract and retain high
calibre individuals with
appropriate knowledge and
experience.
Fees paid to Non-Executive Directors
are determined and approved by the
Board as a whole. The Committee
recommends the remuneration of the
Chair to the Board.
Fees are reviewed from time to time and
adjusted to reflect market positioning
and any change in responsibilities.
Non-Executive Directors are not eligible
to participate in the annual bonus
plan or share-based plans and, save
as noted below, do not receive any
benefits (including pension) other than
fees in respect of their services to the
Company.
Non-Executive Directors may be eligible
to receive certain benefits as appropriate
such as the use of secretarial support,
travel costs or other benefits that may be
appropriate. If tax is payable in respect
of any benefit provided, the Company
may make a further payment to cover
the tax liability.
Fees are set taking into
account the time commitment
and contribution expected
for the role and market
competitive fee levels. The
Articles of Association provide
that the ordinary remuneration
of Directors (i.e. Directors’
fees, not including executive
remuneration) shall not exceed
a fixed amount or such other
amount as determined by
an ordinary resolution of the
Company.
Not applicable.
151
Governance Report
Strategic Report Financial Statements Additional Information
Purpose and link to strategy Operation Opportunity Performance metrics
Additional Fees
Provide compensation
to Non-Executive
Directors taking on
additional responsibility
or for additional time
commitments.
Non-Executive Directors may receive
additional fees for further duties (for
example Committee Chair, Senior
Independent Director responsibilities,
or holding the position of Designated
Employee Engagement Non-Executive
Director) or time commitments.
Not applicable.
Letters of appointment
Each of the Non-Executive Directors in office during the financial year was appointed by way of a letter of appointment. Each appointment
was for an initial term of three years, renewable by agreement (but now subject to annual re-election by the members in General Meeting).
The letters of appointment are dated as set out below, other than as regards Ralph Findlay. Details of Ralph Findlay’s service agreement
following his appointment as Chief Executive Officer are set out on page 150.
Non-Executive Director Date of letter of appointment
Vineet Bhalla 26 April 2021
Jill Caseberry 7 February 2019
Vincent Crowley
1
23 November 2015
John Gibney 26 October 2022
Angela Bromfield 12 July 2023
Chris Browne 30 August 2023
Sarah Newbitt 30 August 2023
1. As announced on 15 February 2024, Vincent Crowley will step down from the Board at the conclusion of the 2024 Annual General Meeting after serving almost nine years on
the Board.
The letters of appointment are each agreed to be terminable by either party on one month’s notice and do not contain any pre-determined
compensation payments in the event of termination of office or employment.
Directors’ Remuneration Committee Report
(continued)
152
C&C Group plc
Annual Report 2024
Annual Remuneration Report
Remuneration in detail for the Year ended 29 February 2024
Directors’ Remuneration (Audited)
The following table sets out the total remuneration for directors for the year ended 29 February 2024 and the prior year.
Single Total Figure of Remuneration – Executive Directors (Audited)
The table below reports the total remuneration receivable in respect of qualifying services by each Executive Director during the year
ended 29 February 2024 and the prior year. Ralph Findlay was appointed as Executive Chair with effect from 19 May 2023. However,
because his remuneration consisted only of a fee, consistent with his remuneration as Non-Executive Chair for the balance of FY2024 and
with the structure of remuneration for all other Non-Executive Directors, his remuneration for the whole year is included in the Single Total
Figure of Remuneration – Non-Executive Directors table on page 158.
Salary/
fees
(a)
Taxable
benefits
(b)
Annual
bonus
(c)
Long term
incentives
(d)
Pension related
benefits
(e)
Termination
payments
(f)
Total fixed
remuneration
Total variable
remuneration Total
Year ended
February
2024
€’000
2023
€’000
2024
€’000
2023
€’000
2024
€’000
2023
€’000
2024
€’000
2023
€’000
2024
€’000
2023
€’000
2024
€’000
2023
€’000
2024
€’000
2023
€’000
2024
€’000
2023
€’000
2024
€’000
2023
€’000
Executive Directors
David
Forde 153 714 14 54 - - 266 398 9 36 1,896 - 176 804 2,162 398 2,338 1,202
Patrick
McMahon 617 435 48 34 - - 219 242 31 22 - - 696 491 219 242 915 733
Total 770 1,149 62 88 - - 485 640 40 58 1,896 - 872 1,295 2,381 640 3,253 1,935
1. David Forde stepped down from the Board on 18 May 2023 and his remuneration in the table above is the remuneration he earned to this date plus certain payments made to
him in connection with his leaving the business, further information in relation to which is set out below. Information in relation to other elements of remuneration connected with
his departure from the Group is included on page 155.
Details of the valuation methodologies applied are set out in Notes (a) to (f) below. Where relevant, the valuation methodologies are as
required by the Regulations and are different from those applied within the financial statements, which have been prepared in accordance
with International Financial Reporting Standards (‘IFRS’).
Notes to Directors’ Remuneration Table
(a) Salaries and fees
The amounts shown are the amounts earned in respect of the financial year. In the case of Patrick McMahon, the amounts take into
account his appointment as CEO with effect from 19 May 2023.
(b) Taxable benefits
The Executive Directors received a cash allowance of 7.5% of base salary. The Group provided death-in-service cover of four times annual
base salary. Patrick McMahon elected to participate in the Irish APSS during the year, an ‘all-employee plan’ for employees in Ireland.
Under that plan, the Company awarded a number of ‘free’ shares in connection with his purchase of ‘contributory’ shares, as permitted
by the legislation. The value of those shares at the date of the awards has been included in the taxable benefit column (€1,728). For more
details on the Profit Sharing Scheme, please see page 146.
153
Governance Report
Strategic Report Financial Statements Additional Information
(c) Annual bonus
The annual bonus was based on performance against Group Operating Profit (65%) and Free Cash Flow Conversion (35%). Further details
of the bonus targets set and the performance outturn are provided in the table below.
Performance Targets
Measure
Threshold (12% of
maximum – 15% of
salary)
‘Tar get’
(50% of maximum
– 62.5% of salary)
‘Maximum’
(100% of maximum
– 125% of salary) Actual Performance Bonuses outturn
GOP (65%) €57m €61m €63m €60m 27%
Free Cash Flow Conversion (35%) 45% 55% 65% 91% 35%
As set out in the Chair’s letter, notwithstanding in particular the very strong Cash Flow Conversion performance in FY2024, the Committee
considered it appropriate to exercise discretion to adjust the formulaic outcome of the bonus from 62% of maximum to 0%.
David Forde was not eligible to earn a bonus for FY2024.
(d) Long term incentives
1. The amounts shown in respect of long-term incentives are the values of awards where final vesting is determined as a result of the
achievement of performance measures or targets relating to the financial year and is not subject to achievement of further measures
or targets in future financial years. In the FY2023 Directors’ Remuneration Report, the LTIP value for FY2023 was based on the
vesting value of the FY2021 LTIP awards and was calculated based on a share price of £1.487 (representing the average closing share
price between 24 February 2023 and 28 February 2023 converted to €1.696 using an FX rate of 0.87701). In the single total figure of
remuneration table above this has been updated to reflect the share price of £1.354 (being the closing share price on the next working
day after the date of vesting of 4 December 2023, converted to €1.580 using an FX rate of 0.857).
2. The performance measures and targets for the FY2022 LTIP awards were determined as discussed in the FY2022 report. As noted
in the Chair’s letter the performance measures and targets for the FY2022 LTIP awards (granted in June 2021) were determined
having regard to the uncertain and unprecedented economic environment associated with COVID-19, its already significant and
disproportionate impact on the business and the industry compared to the broader economy and the associated forward looking
continued uncertainty. The measures and targets are as set out below.
FY2022 LTIP Performance Conditions
Performance condition Weighting
Performance
target
% of element
vesting Outturn Vesting
Earnings per share 45%
Threshold 22.0c 25% 8.1 ce nt 0%
(0% of total award)
Maximum 24.5c 100%
Free cash flow 35%
Threshold 65% 25% 91% 100%
(35% of total award)
Maximum 75% 100%
Environmental – reduction in Scope 1 and Scope 2
emissions over the three financial years ending FY2024
20%
Threshold 6% reduction 25% 24% 100%
(20% of total award)
Maximum 12% reduction 100%
Therefore, the awards vested at 55% of the maximum.
As noted in the Chair’s letter, this reflects the strong performance in respect of cash, along with our delivery against our environmental
targets notwithstanding that the threshold level of performance in respect of the EPS measure was not achieved reflecting the challenging
macro-economic backdrop over the performance period as a whole. The prior year accounting adjustments discussed on page 56, do not
impact the vesting of the FY2022 LTIP awards.
Directors’ Remuneration Committee Report
(continued)
154
C&C Group plc
Annual Report 2024
Reflecting that Patrick McMahon was employed throughout the three-year performance period, he will retain his award which will be
released to him at the end of a two-year holding period, subject to standard malus and clawback terms.
In line with the UK Regulations the value of the LTIP awards vesting is included in the single total figure of remuneration on the following
basis.
Shares subject to award Vested shares
Value of shares in the
single total figure of remuneration
2
David Forde 37 7, 9 5 3 153,390
1
€265,773
Patrick McMahon 230,058 126,531 €219,236
1. The number of vested shares reflects the reduction to take into account David Forde’s period of service, as set out on page 156.
2. Based on a share price at vesting of £1.4842 (representing the average closing price over the last quarter of FY2024) converted to €1.7327 using an FX rate of 0.8566. The
share price used to determine the value of the shares in the single total figure table is less than the share price at grant and, accordingly, no amount of the award is attributable
to share price appreciation.
(e) Pensions related benefits
No Executive Director accrued any benefits under a defined benefit pension scheme. Under their service contracts, the Executive Directors
received a cash payment of 5% of base salary in order to provide their own pension benefits as disclosed in column (e) of the table.
(f) Termination payments
David Forde stepped down from the Board on 18 May 2023. The single total figure of remuneration table includes his remuneration earned
to this date and payments made to him in connection with his leaving the business, further information in relation to which is set out below.
Information in relation to the remuneration arrangements associated with Patrick McMahon stepping down as the Group’s CEO and from
the Board in June 2024 will be disclosed in the FY2025 Remuneration Report.
As noted above, reflecting that Patrick McMahon was employed throughout the three-year performance period he will retain the LTIP
award granted to him in respect of FY2022 which will vest in respect of 126,531 shares, as referred to earlier in this report. Recognising his
significant contribution to C&C over many years, the Committee exercised discretion to allow Patrick to retain the LTIP awards granted to
him in respect of FY2023 and FY2024 which will vest following the assessment of the performance conditions following the end of FY2025
and FY2026 respectively and be subject to a reduction to reflect his period of service. The holding period will apply to all these LTIP awards
to the extent they vest. The post-employment shareholding requirement will also apply to the shares acquired under the LTIP until June
2026. The malus and clawback provisions in the Policy will continue to apply.
Additional Information
Fees from external appointments
None.
Payments to Former Directors and Payments for Loss of Office
David Forde stepped down as Chief Executive Officer with effect from 18 May 2023.
The arrangements made in respect of David Forde leaving the Company are in line with the Remuneration Policy approved by
Shareholders at the 2021 AGM.
David Forde received a payment on termination of his employment of €1,895,556 to compromise any claims that he had against the
Company and other legal obligations owed by the Company to him, and which included a payment for annual leave accrued, a contribution
towards his professional advice costs and a payment of €723,690 in lieu of his notice period.
David Forde retained the following LTIP awards: (1) the LTIP award granted to him in respect of FY2022 which will vest in respect of
153,390 shares, as referred to earlier in this report after taking into account his period of service; and (2) the LTIP award granted to him in
respect of FY2023 which will vest following the assessment of the performance conditions following the end of FY2025 and be subject to
a reduction to reflect his period of service. The holding period will apply to the FY2022 and FY2023 LTIP awards to the extent they vest.
David Forde retained the second Buy-Out Award granted to him on joining the Company, which vested in November 2023.
155
Governance Report
Strategic Report Financial Statements Additional Information
Directors’ Shareholdings and Share Interests
Shareholding guidelines
Executive Directors are required to build up (and maintain) a minimum holding of shares in the Company. Under the Policy, the Executive
Directors are expected to maintain a personal shareholding of at least two times’ salary.
Executive Directors are expected to retain 50% of the after-tax value of vested share awards until at least the shareholding guideline has
been met.
Executive Directors’ Interests in Share Capital of the Company (Audited)
The beneficial interests, including family interests, of the Directors and the Company Secretary in office during the year ended 29 February
2024 in the share capital of the Company are detailed below:
29 February 2024
(or date of leaving
the Board if earlier)
Total
1 March 2023
Total
Directors
Patrick McMahon 116,4 3 8 94,728
David Forde 48,092 48,092
Total 164,530 142,820
Patrick McMahon’s progress towards satisfying the shareholding requirements as CEO is shown in the table below:
Director Shareholding Target value Value as at 29 February 2024*
Patrick McMahon 250,816 €1,404,000 €434,580
* Based on a share price of £1.4842 (representing the average closing price over the last quarter of FY2024) converted to €1.7327 using an FX rate of 0.8566.
Company Secretary
29 February 2024
Total
1 March 2023
Total
Mark Chilton 48,892 22,693
Between 29 February 2024 and 6 June 2024, the date Patrick McMahon stepped down from the Board, Patrick McMahon acquired 448
shares under the Irish APSS. The Company Secretary also holds 459 shares in the UK SIP as at 29 February 2024. Between 29 February
2024 and 20 June 2024 the latest practicable date (or 6 June 2024 in the case of Patrick McMahon), there were no other changes in the
above Directors’ or the Company Secretary’s interests between these dates. No Executive Director participates in the UK SIP.
The Directors and Company Secretary have no beneficial interests in any Group subsidiary or joint venture undertakings.
Directors’ Remuneration Committee Report
(continued)
156
C&C Group plc
Annual Report 2024
Share incentive plan interests awarded during year (Audited)
LTIP
The table below sets out the plan interests awarded to Executive Directors during the year ended 29 February 2024. Awards granted under
the LTIP are subject to performance conditions as set out on page 141 measured over a performance period ending at the end of February
2026.
Executive Director Type of award Maximum opportunity Number of shares
Face value
(at date of grant in €)
2
% of maximum opportunity
vesting at threshold
Patrick McMahon LTIP 150% of base salary 639,769 1,012,500 25%
1. The award was granted on 14 June 2023 in the form of a nil cost option over €0.01 Ordinary Shares in the Company.
2. The face value of the LTIP award is based on the number of shares under award multiplied by the average of the mid-market closing share price of the three working days before
the date of grant converted into €, being £1.3587 (converted into €1.5826 using an exchange rate of £1: €1.1648).
3. The award will vest in accordance with its terms, based on the extent to which the applicable performance conditions are met and will be subject to time pro-rating (measured
based on the period from the relevant award date up to the date of Patrick McMahon’s termination of employment.
Directors’ Interests in Options (Audited)
Interests in options over Ordinary Shares of €0.01 each in the Company
Directors Date of grant Exercise price Plan Exercise period
Total at 1
March 2023
Awarded in
year
Exercised in
year
Lapsed in
year
Total at 29 February
2024 (or if earlier
date of departure
from the Board)
David
Forde
1
03/11/20 nil Buy-out 1
2
03/11/22- 0 3/11/3 0 449,627 - 449,627 - -
03/11/20 nil Buy-out 2
2
03/11/22- 0 3/11/3 0 449,627 - - 449,627
02/12/20 nil LTIP 02/12/23-02/12/30 252,052 - 252,052 -
15/06/21 nil LTIP 15/06/24-15/06/31 37 7, 9 5 3 - - 224,563
4
153,390
09/06/22 nil LTIP 09/06/25-09/06/30 458,023 - - 370,842
5
87,181
Total 1,9 87, 28 2 - 701,679 595,405 6 9 0,198
Patrick
McMahon
4
2/12/20 nil LTIP 2/12/23-02/12/30 153,423 - - 153,423
15/06/21 nil LTIP 15/06/24-15/06/31 230,058 - 103,527
4
126,531
09/06/22 nil LTIP 09/06/25-09/06/32 278,796 - - -
5
278,796
14/06/23 nil LTIP 14/06/26-14/06/33 639,769 - - 639,769
Total 662,277 639,769 - 103,527 1,198,519
Mark
Chilton
15/06/21 nil R&R
3
15/06/22-14/06/28 48,894 - 48,894 - -
09/06/22 nil R&R 09/06/25-08/06/29 50,000 - - 50,000
14/06/23 nil R&R 14/06/25-13/06/30 - 93,670 - - 93,670
Total 98,894 93,670 48,984 - 143,670
Key: LTIP – Long Term Incentive Plan approved in 2015;
1. The treatment of David Forde’s LTIP awards in connection with his departure from the business is described on page 156.
2. During FY2021, David Forde was granted awards ('Buy-Out Awards') to replace remuneration forfeited upon his departure from his former employer. The Buy-Out Awards were
granted in the form of nil cost options over €0.01 Ordinary Shares in the Company. The number of shares under award was determined by reference to the value of the forfeited
remuneration.
3. R&R is the C&C Group Recruitment and Retention Plan 2010.
4. The FY2022 LTIP awards partially lapsed during the year.
5. Awards lapsed in year is only insofar as approved by the Board.
No price was paid for any award of options. The price of the Company’s Ordinary Shares as quoted on the London Stock Exchange at the
close of business on 29 February 2024 was £1.43 (28 February 2023: £1.49). The price of the Company’s Ordinary Shares ranged between
£1.23 and £1.59 during the year.
There was no movement in the interests of the Directors in options over the Company’s Ordinary Shares between 29 February 2024 and
29 June 2024 (6 June 2024 for Patrick McMahon).
157
Governance Report
Strategic Report Financial Statements Additional Information
Single Total Figure of Remuneration – Non-Executive Directors (Audited)
The table below reports the total fees receivable in respect of qualifying services by each Non-Executive Director during the year ended 29
February 2024 and the prior year.
Year ended February Salary/fees
2024
€’000
2023
€’000
Non-Executive Directors
Vineet Bhalla 98 76
Jill Caseberry 85 80
Vincent Crowley 98 93
Helen Pitcher
1
47 100
Jim Thompson
2
41 95
John Gibney
3
96 26
Ralph Findlay
4
571 187
Angela Bromfield
5
57 -
Chris Browne
6
33 -
Sarah Newbitt
7
-
Emer Finnan
8
- 98
Stuart Gilliland
9
- 81
Total 1,163 836
1. Helen Pitcher stepped down from the Board on 13 July 2023.
2. Jim Thompson stepped down from the Board on 13 July 2023.
3. John Gibney was appointed to the Board on 26 October 2022, the figures reflect his remuneration for the year from appointment.
4. The fees paid to Ralph Findlay: (a) for the year ended February 2023 reflect his position as a Non-Executive Director between 1 March 2022 and 7 July 2022, and his position
as Non-Executive Chair for the remainder of the year; and (b) for the year ended February 2024 reflect his position as a Non-Executive Chair between 1 March 2023 and 18
May 2023, and his position as Executive Chair for the remainder of the year.
5. Angela Bromfield was appointed to the Board on 13 July 2023, the figures reflect her remuneration for the year from appointment.
6. Chris Browne was appointed to the Board on 2 October 2023, the figures reflect her remuneration for the year from appointment.
7. Sarah Newbitt was appointed to the Board on 31 August 2023, the figures reflect her remuneration for the year from appointment.
8. Emer Finnan stepped down from the Board on 8 February 2023.
9. Stewart Gilliland stepped down from the Board on 7 July 2022.
Fees paid to Non-Executive Directors are determined and approved by the Board as a whole. The Committee recommends the
remuneration of the Chair to the Board.
Fees are reviewed from time to time and adjusted to reflect market positioning and any change in responsibilities.
Non-Executive Directors receive a base fee and an additional fee for further duties as set out on in the following table:
Non-Executive Role / Position
Fees for FY2024
€
Non-Executive Chair 250,000
1
Base fee 67, 015
Senior Independent Director 15,000
Audit Committee Chair 25,000
Remuneration Committee Chair 20,000
ESG Committee Chair 20,000
Nomination Committee Chair (other than where this Chaired by the Chair of the Board) 12,000
Audit Committee member 5,000
ESG Committee member 5,000
Remuneration Committee member 5,000
Nomination Committee member 3,000
Designated Employee Engagement Non-Executive Director 10,000
1. This is the fee for the Non-Executive Chair with effect from Ralph Findlay’s appointment to that role. As noted earlier in this report, Ralph Findlay’s fee was increased during
FY2024 to reflect his position as Executive Chair.
Directors’ Remuneration Committee Report
(continued)
158
C&C Group plc
Annual Report 2024
25
50
75
100
125
150
175
200
C&C Group FTSE 250 Index
Feb 2020 Feb 2021 Feb 2023 Feb 2024Feb 2022Feb 2019Feb 2018Feb 2017Feb 2016Feb 2015Feb 2014
Non-Executive Directors’ Interests in Share Capital of the Company (Audited)
The beneficial interests, including family interests, of the Non-Executive Directors in office during the year ended 29 February 2024 in the
share capital of the Company are detailed below:
29 February 2024
(or date of
retirement from the
board if earlier)
Total
1 March 2023
(or date of
appointment if
later)
Total
Directors
Vineet Bhalla 15,000 10,000
Jill Caseberry 6,462 6,304
Vincent Crowley 25,216 25,216
Helen Pitcher
1
8,015 8,015
Jim Thompson
2
- 157,78 0
John Gibney - -
Ralph Findlay 135,359 47,10 0
Angela Bromfield
3
- -
Chris Browne
4
- -
Sarah Newbitt
5
- -
Total 190,052 254,415
1. Helen Pitcher stepped down from the Board on 13 July 2023.
2. Jim Thompson stepped down from the Board on 13 July 2023.
3. Angela Bromfield was appointed to the Board on 13 July 2023.
4. Chris Browne was appointed to the Board on 2 October 2023.
5. Sarah Newbitt was appointed to the Board on 31 August 2023.
There were no changes in the above Non-Executive Directors’ share interests between 29 February 2024 and 20 June 2024.
Performance graph and table
This graph shows the value, at 29 February 2024, of £100 invested in the Company on 28 February 2014 compared to the value of £100
invested in the FTSE 250 Index. The Committee believes that this is the most appropriate index against which to compare the performance
of the Company.
Total Shareholder return
159
Governance Report
Strategic Report Financial Statements Additional Information
Chief Executive Officer
The following table sets out information on the remuneration of the Chief Executive Officer for the ten years to 29 February 2024:
Total Remuneration
€’000
Annual Bonus
(as % of maximum opportunity)
Long term incentives vesting
(% as of maximum number of
shares)
FY2015 Stephen Glancey 980 Nil Nil
FY2016 Stephen Glancey 1,230 25% Nil
FY2017 Stephen Glancey 1,052 Nil Nil
FY2018 Stephen Glancey 994 18% Nil
FY2019 Stephen Glancey 1,777 100% Nil
FY2020 Stephen Glancey (to 15/01/20) 2,219 25% 100%
FY2020 Stewart Gilliland (from 16/01/20) 71 N/A N/A
FY2021 Stewart Gilliland (to 02/11/20) 301 N/A N/A
FY2021 David Forde (from 02/11/20) 1,731 Nil Nil
FY2022 David Forde 776 Nil Nil
FY2023 David Forde 804 Nil 65%
FY2024 David Forde (to 18/05/2023) 176 Nil 41%
1
FY2024 Patrick McMahon (from 19/05/2023) 533 Nil 55%
1. Pro rata vesting based on service in the performance period.
The amounts set out in the above table were translated from Sterling based on the average exchange rate for the relevant year.
FY2024: David Forde stepped down from the Board on 18 May 2023 and Patrick McMahon was appointed CEO with immediate effect.
The salary, taxable benefits, annual bonus, long term incentives and pension figures are calculated for the period in office.
Notes in relation to the basis of disclosure for previous years are included in the Directors’ Remuneration Reports for those years.
Ratio of the pay of the CEO to that of the UK lower quartile, median and upper quartile employees
The table below shows the ratio of the pay of the CEO to that of the UK lower quartile, median and upper quartile full-time equivalent
employees in FY2021, FY2022, FY2023 and FY2024. For the wider workforce, the value of benefits provided in the year has not been
included as the data is not readily available. In the view of the Company, this does not have a meaningful impact on the pay ratios.
For FY2024, the ratios are calculated by reference to David Forde’s remuneration for the period he was CEO, but annualised to reflect that
this was part of the year only.
Figures for earlier years are presented on the same basis as in the Directors’ Remuneration Report for the prior year.
The UK regulations provide three methods for the calculation of the CEO Pay Ratio, A, B and C with Option A (modified) being the preferred
method as it is the most statistically accurate. In calculating the ratio, the Company determined full time equivalent annual remuneration
for UK employees, employed in the business as at 29 February 2024. Set out below is the remuneration and salary component of that
remuneration for the CEO and for employees in the 25th, 50th (median) and 75th quartiles.
Directors’ Remuneration Committee Report
(continued)
160
C&C Group plc
Annual Report 2024
Year
CEO total remuneration
(salary) €
25th percentile employee
remuneration
(salary) €
Median employee
remuneration
(salary) €
75th percentile employee
remuneration
(salary) €
2020 2,218,941
6 97,9 54
26,146
24,080
32,257
30,024
45,075
39,232
2021 2,031,946
531,161
23,465
22,146
29,667
27, 8 9 4
42,290
38,358
2022 776,250
690,000
26,759
25,281
34,125
31,511
45,338
41,613
2023 1,201,701
714,150
28,957
27, 4 50
35,795
33,661
47,8 9 6
44,183
2024 1,084,742
723,960
31,070
29,220
38 ,13 5
35,526
50,660
46,542
Salary Only Ratios
Year Method 25th percentile ratio Median Ratio 75th percentile ratio
2020 Option A 29.0:1 23.2:1 17.8:1
2021 Option A 24.0:1 19.0:1 13.8:1
2022 Option A 27.3:1 21.9:1 16.6:1
2023 Option A 26.0:1 21.2:1 16.2:1
2024 Option A 24.8:1 20.4:1 15.6:1
Total Remuneration Ratios
Year Method 25th percentile ratio Median Ratio 75th percentile ratio
2020 Option A 84.9:1 68.8:1 49.2:1
2021 Option A 86.6:1 68.5:1 48.0:1
2022 Option A 29.0:1 22.7:1 17.1:1
2023 Option A 41.5:1 33.6:1 25.1:1
2024 Option A 34.9 :1 28.4 :1 21.4 :1
The Company believes that the median pay ratio for FY2024 is consistent with the pay, reward and progression policies for the UK
employees. The change in the ratios between FY2023 and FY2024 are attributable to salary movements during the year.
161
Governance Report
Strategic Report Financial Statements Additional Information
Annual Percentage Change in Remuneration of Directors and Employees
The table below reports the annual percentage change in salary/fees and bonus of the Directors and employees between FY2020
and FY2024 in accordance with the UK Regulations. The UK Regulations also require that this disclosure be included in relation to
benefits. However, due to the difficulty in obtaining this data, we have decided not to include benefits for the purpose of the calculation,
consistent with our approach to the CEO Pay Ratio. The average employee disclosure shows the average percentage change in the
same remuneration over the same period in respect of the Company’s UK full time equivalent employees, by reported numbers. We have
used the Company’s UK full time equivalent employees as the comparator group for consistency with the approach to the CEO Pay Ratio
calculation.
The average employee change has been calculated by reference to the mean of employee pay. Angela Bromfield, Chris Browne and
Sarah Newbitt were appointed to the Board during FY2024 and, accordingly, have also been excluded. David Forde, Helen Pitcher and
Jim Thompson left the Board during FY2024 and, accordingly, have been excluded from the table below. Notes in relation to the basis of
disclosure for previous years are included in the Directors’ Remuneration Reports for those years.
Average
Employee
Patrick
McMahon
1
Jill
Caseberry
Vincent
Crowley
Ralph
Findlay
2
John
Gibney
3
Vineet
Bhalla3
Salary/Fees FY2020-FY2021 (4.2%) N/A ( 7. 2%) ( 7.0%) N/A N/A N/A
FY2021-FY2022 1.6% 0.0% 21.9% 54.4% N/A N/A N/A
FY2022-FY2023 7.4% 3.5% 6.7% (23.1%) N/A N/A 18.8%
FY2023-FY2024 3.59% 41.8% 6.6% 5.02% 205.35% 30.2% 32.62%
Annual
Bonus
FY2020-FY2021 N/A N/A N/A N/A N/A N/A N/A
FY2021-FY2022 0.6% N/A N/A N/A N/A N/A N/A
FY2022-FY2023 0.0% N/A N/A N/A N/A N/A N/A
FY2023-FY2024 0% N/A N/A N/A N/A N/A N/A
1. The increase in Patrick McMahon’s salary and bonus between FY2023 and FY2024 reflect his appointment as CEO during FY2024
2 The increase in Ralph Findlay’s fees between FY2023 and FY2024 reflect his appointment as Executive Chair during FY2024.
3. John Gibney was appointed to the Board during FY2023 and Vineet Bhalla during FY2022. For the purposes of the table above, their fees for FY2023 (in the case of John
Gibney) and for FY2022 (in the case of Vineet Bhalla) have been annualised in order to calculate the changes between FY2023 and FY2024 (in the case of John Gibney) and
between FY2022 and FY2023 (in the case of Vineet Bhalla).
Implementation of the Remuneration Policy in FY2025
Based on the continuation of the existing approach, the Committee’s intended approach to the implementation of the Policy for FY2025 is
set out in the Chair letter on pages 2 to 5.
Directors’ Remuneration Committee Report
(continued)
162
C&C Group plc
Annual Report 2024
Shareholder Voting on the Directors’ Remuneration Report and Directors’ Remuneration Policy
The following table sets out the votes at the 2023 AGM in respect of the Report and at the 2021 AGM the Policy
Directors’ Remuneration Report
AGM For Against Withheld
2023 289,498,020 16,922,697 15,028,876
Directors’ Remuneration Policy
AGM For Against Withheld
2021 273,330,524 14,729,936 4,135
The Company is committed to ongoing Shareholder dialogue and takes Shareholder views into consideration when formulating
remuneration policy and practice.
The Company is incorporated in Ireland and is therefore not subject to the UK company law requirement to submit its Directors’
Remuneration Policy to a binding vote. Nonetheless, in line with our commitment to best practice, at the AGM in July 2021, our Policy was
approved by our Shareholders on an advisory basis.
This report was approved by the Board and signed on its behalf by
Angela Bromfield
Remuneration Committee Chair
27 June 2024
Find out more
The full responsibilities of the Committeeare set outin its
Terms of Reference, which are available on our website
candcgroupplc.com/corporate-governance/terms-of-reference.
163
Governance Report
Strategic Report Financial Statements Additional Information
Statement of Directors’ Responsibilities
The Directors are responsible for
preparing the Annual Report and the
Group and Company financial statements,
in accordance with applicable law and
regulations.
Company law requires the Directors to
prepare Group and Company financial
statements for each financial year. Under
that law, the Directors are required to
prepare the Group financial statements
in accordance with International Financial
Reporting Standards (‘IFRSs’) as adopted
by the EU, and have elected to prepare
the Company financial statements in
accordance with Irish Law (Irish Generally
Accepted Accounting Practice), including
FRS 101 ‘Reduced Disclosure Framework’
(‘FRS 101’).
Under Irish Company law, the Directors
must not approve the financial statements
unless they are satisfied that they give a true
and fair view of the assets, liabilities and
financial position of the Group and parent
company as at the end of the financial year,
and the profit or loss for the Group for the
financial year, and otherwise comply with
Companies Act 2014.
In preparing each of the Group and
Company financial statements the Directors
are required to:
• select suitable accounting policies and
apply them consistently;
• make judgements and estimates that are
reasonable and prudent;
• state that the Group financial statements
comply with IFRS as adopted by the EU
and as regards the Company, comply with
FRS 101 together with the requirements of
Irish Company Law; and
• prepare the financial statements on
the going concern basis, unless it is
inappropriate to presume that the Group
and Company will continue in business.
The Directors are also required by the
Transparency (Directive 2004/109/EC0)
Regulations 2007 and the Transparency
rules of the Central Bank of Ireland to
include a management report containing a
fair review of the business and the position
of the Group and the parent Company
and a description of the principal risks and
uncertainties facing the Group.
The Directors are responsible for adequate
accounting records which disclose with
reasonable accuracy at any time the assets,
liabilities, financial position and profit or loss
of the Company, and which will enable them
to ensure that the financial statements of
the Group are prepared in accordance with
applicable IFRS as adopted by the European
Union and comply with the provisions of Irish
Company Law. They are also responsible
for safeguarding the assets of the Company
and the Group, and hence for taking
reasonable steps for the prevention and
detection of fraud and other irregularities.
The Directors have appointed appropriate
accounting personnel, including a
professionally qualified Chief Financial
Officer, in order to ensure that those
requirements are met.
The Directors are responsible for the
maintenance and integrity of the corporate
and financial information included on the
Company’s website (www.candcgroupplc.
com). Legislation in Ireland concerning the
preparation and dissemination of financial
statements may differ from legislation in
other jurisdictions.
Responsibility Statement as
required by the Transparency
Directive and UK Corporate
Governance Code
Each of the Directors, whose names and
functions are listed on pages 93 and 94 of
this Annual Report, confirm that, to the best
of each person’s knowledge and belief:
• So far as they are aware, there is no
relevant audit information of which the
Company’s statutory auditor is unaware;
• They have taken all steps that they ought
to have taken as Directors in order to
make themselves aware of any relevant
audit information and to establish that the
Company’s statutory auditor is aware of
that information.
• The Group Financial Statements,
prepared in accordance with IFRS as
adopted by the European Union and the
Company financial statements prepared in
accordance with FRS 101 give a true and
fair view of the assets, liabilities, financial
position of the Group and Company at 29
February 2024 and of the profit or loss of
the Group for the year then ended;
• The Directors’ Report contained in the
Annual Report includes a fair review of
the development and performance of the
business and the position of the Group
and Company, together with a description
of the principal risks and uncertainties that
they face; and
• The Annual Report and Financial
Statements, taken as a whole, provides
the information necessary to assess
the Group’s performance, business
model and strategy and is fair, balanced
and understandable and provides the
information necessary for Shareholders
to assess the Company’s position and
performance, business model and
strategy.
Signed on behalf of the Board
Ralph Findlay
Chair & Chief Executive Officer
Andrew Andrea
Chief Financial Officer
27 June 2024
164
C&C Group plc
Annual Report 2024
Financial
Statements
166 Independent Auditor’s Report
182 Consolidated Income Statement
183 Consolidated Statement of
Comprehensive Income
184 Consolidated Balance Sheet
185 Consolidated Cash Flow Statement
186 Consolidated Statement of
Changes in Equity
187 Company Balance Sheet
188 Company Statement of
Changes In Equity
189 Statement of Accounting Policies
205 Notes Forming Part of the Financial
Statements
272 Financial Definitions
165
Governance Report
Strategic Report Financial Statements Additional Information
Report on the audit of the financial statements
Opinion
We have audited the financial statements of C&C Group plc (‘the
Company’) and its subsidiaries (‘the Group’) for the year ended 29
February 2024, which comprise:
• the Consolidated Income Statement and the Consolidated
Statement of Comprehensive Income for the year then ended;
• the Consolidated Balance Sheet and the Company Balance
Sheet as at 29 February 2024;
• the Consolidated Cash Flow Statement for the year then ended;
• the Consolidated Statement of Changes in Equity and the
Company Statement of Changes in Equity for the year then
ended; and
• the notes to the financial statements, including the material
accounting policy information set out on pages 189 to 204.
The financial reporting framework that has been applied in their
preparation is Irish Law and International Financial Reporting
Standards (IFRS) as adopted by the European Union and, as
regards the Company financial statements, Accounting Standards
including FRS 101 Reduced Disclosure Framework issued in the
United Kingdom by the Financial Reporting Council.
In our opinion:
• the Group financial statements give a true and fair view of the
assets, liabilities and financial position of the Group as at 29
February 2024 and of its loss for the year then ended;
• the Company financial statements give a true and fair view of the
assets, liabilities and financial position of the Company as at 29
February 2024;
• the Group financial statements have been properly prepared in
accordance with IFRS as adopted by the European Union;
• the Company financial statements have been properly prepared
in accordance with FRS 101 Reduced Disclosure Framework;
and
• the Group financial statements and Company financial
statements have been properly prepared in accordance with the
requirements of the Companies Act 2014.
Basis for opinion
We conducted our audit in accordance with International Standards
on Auditing (Ireland) (ISAs (Ireland)) and applicable law. Our
responsibilities under those standards are further described in the
Auditor's Responsibilities for the Audit of the Financial Statements
section of our report. We are independent of the Group and
Company in accordance with ethical requirements that are relevant
to our audit of financial statements in Ireland, including the Ethical
Standard issued by the Irish Auditing and Accounting Supervisory
Authority (IAASA) as applied to listed entities, and we have
fulfilled our other ethical responsibilities in accordance with these
requirements.
We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our opinion.
Independent Auditor’s Report
to the Members of C&C Group plc
Conclusions relating to going concern
In auditing the financial statements, we have concluded that
the directors’ use of the going concern basis of accounting in
the preparation of the financial statements is appropriate. Our
evaluation of the directors’ assessment, which covered a period up
to 31 August 2025, of the Group and parent Company’s ability to
continue to adopt the going concern basis of accounting included:
• Confirming our understanding of management’s going concern
assessment process and also engaging with management to
ensure all key factors were considered in their assessment;
• Considering whether events or conditions existed that may cast
doubt on the Group’s ability to continue as a going concern for a
period to 31 August 2025;
• Obtaining management’s board-approved going concern
assessment, including the cash forecast and covenant
calculations for the going concern period. The Group has
modelled a number of adverse scenarios in their cash forecasts
and covenant calculations in order to incorporate unexpected
changes to the forecasted liquidity of the Group;
• Considering the consistency of information obtained from other
areas of the audit such as the forecasts used for impairment
assessments;
• Considering past historical accuracy of management’s forecasts;
• Considering the appropriateness of the methods used to
calculate the cash forecasts and covenant calculations and
determining through inspection and testing of the methodology
and calculations that the methods utilised were appropriately
sophisticated to be able to make an assessment for the Group;
• Considering the mitigating factors included in the cash forecasts
and covenant calculations that are within control of the Group.
This included our review of the Group’s non-operating cash
outflows and evaluating the Group’s ability to control these
outflows as mitigating actions if required. We also verified credit
facilities available to the Group;
• Performing reverse stress testing in order to identify what factors
would lead to the Group breaching financial covenants during the
going concern period; and
• Reviewing the Group’s going concern disclosures included in
the Annual Report and Accounts in order to assess that the
disclosures were appropriate and in conformity with the reporting
standards.
Our key observations
We have observed that the Group has adapted to a high-inflation
environment, generating operating cashflows of €83.3m in the year
ended 29 February 2024. Further, the Group continues to have
access to significant liquidity. At 29 February 2024, the Group has
unrestricted cash and cash equivalents of €160.1m and unused
committed debt facilities of up to €230m from a revolving bank
credit facility expiring in January 2029.
166
C&C Group plc
Annual Report 2024
Conclusion
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually
or collectively, may cast significant doubt on the Group or the parent Company’s ability to continue as a going concern for a period to 31
August 2025.
In relation to the Group and parent Company’s reporting on how they have applied the UK Corporate Governance Code, we have
nothing material to add or draw attention to in relation to the directors’ statement in the financial statements about whether the directors
considered it appropriate to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this
report. However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the Group and
parent Company’s ability to continue as a going concern.
Overview of our audit approach
Audit
scope
• We performed an audit of the financial information of 13 components and performed audit procedures on specific
balances for a further 2 components.
• We performed specified procedures at a further 1 component that were determined by the Group audit team in
response to specific risk factors. We also performed review procedures at a further 1 component.
• The components where we performed either full or specific audit procedures accounted for 96.4% of the Group’s
Loss before tax, 99.6% of the Group’s Net Revenue and 98.3% of the Group’s Total Assets.
• Components represent business units across the Group considered for audit scoping purposes.
Key audit
matters
• Management override of internal controls, and related prior period adjustments
• Inventory existence and valuation
• Carrying value of goodwill and intangible brand assets, including related impairment charges
• Revenue recognition
• Recoverability of on-trade receivable balances and advances to customers
• Carrying value of investment in subsidiary undertakings in the parent Company financial statements, and related
impairment charges
Materiality • Overall Group materiality was assessed to be €3.30m which represents approximately 0.2% of the Group’s Net
Revenue. In our prior year audit, we adopted a materiality of €3.34m which represented approximately 5% of the
Group’s Profit before tax and before non-recurring exceptional items for the year ended 28 February 2023. Given the
fluctuation in the Group’s results, we have chosen to base our materiality on the Group’s Net Revenue as we consider
it to be the most relevant performance metric to the Stakeholders of the Group.
• We determined materiality for the Company to be €3.30m (2023: €3.34m).
What has
changed?
• Following the findings in the Investigative Accountants’ Report, management’s further reviews, and our audit
procedures, management recorded adjustments in the current year financial statements in respect of the current year,
and restatements to prior period financial statements for the year ended 28 February 2023 and opening balances as
at 1 March 2022. Therefore, in the current year, our auditor’s report includes new key audit matters in relation to:
- Management override of internal controls, and related prior period adjustments; and
- Inventory existence and valuation.
• In the current year, our auditor’s report also includes a key audit matter in relation to the Carrying value of investment
in subsidiary undertakings in the parent Company financial statements, and related impairment charges given the
continued differential in the market capitalisation relative to the carrying value of investment recorded on the parent
Company balance sheet.
• We continued to adopt a fully substantive approach for this year’s audit. In light of the findings in the Investigative
Accountants’ Report over the lack of transparency in respect of representations and accuracy of information
provided, to the External Auditors, and to the Audit Committee and the Board of Directors, at the time the items arose
and in subsequent financial years, we considered the risk of management bias and sought further corroborative and
third-party evidence throughout our audit procedures and evaluated our findings. Additionally, we sought additional
representations from the new Group CFO, the Audit Committee and the Board of Directors. We have also applied the
lower end of testing threshold ranges in the performance of our audit procedures.
167
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Strategic Report Financial Statements Additional Information
Key audit matters (KAM)
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of
the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified,
including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of
the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion on these matters.
Risk Our response to the risk Key observations communicated to the Audit Committee
Management override of internal
controls, and related prior period
adjustments (Group financial
statements)
Refer to the Audit Committee Report
(pages 114 to 122), Corporate Governance
Report (pages 90 to 107) and the prior
period adjustments as reflected in Note 31
to the Consolidated Financial Statements
(pages 266 to 271).
As described in the Corporate
Governance Report on pages 94 to
107, after discrepancies were notified by
Management to the Audit Committee with
respect to inventory related matters at
the Clonmel plant, the Audit Committee
appointed an independent accounting
firm (the ‘Investigative Accountants’) to
investigate the discrepancies to determine
any potential financial impact and the time
period over which the issues extended (the
‘Investigation’).
The Investigation identified a number of
significant findings, including:
• inventory existence and valuation related
matters;
• other balance sheet matters (including
accounting for Goods Received Not
Invoiced balances (‘GRNI’), as well as
other items);
• failures in the Group’s reporting
processes, including the breakdown
in internal controls and governance
frameworks during the year and in prior
years as a result of the override of the
Group’s internal controls; and
• lack of transparency over
representations and the correctness
and accuracy of information provided to
the External Auditors, and to the Audit
Committee and the Board of Directors,
at the time the items arose and in
subsequent financial years.
Our response to this key audit matter was
led by the Group audit team with assistance
from our team of forensic specialists, and
our component audit teams.
We evaluated the process and considered
the design and implementation of key
controls related to management override
of controls. We note that there has been a
breakdown in related controls and in that
context, we considered the nature and
extent of the findings from the Investigation
in determining our assessment of the risk
of material misstatement to the Group
financial statements, including the risk of
management override of controls.
As a result of the matters identified, we
added additional partner and senior
executive resources to our component
teams and to the Group audit team, which
was allocated to review the key judgemental
audit areas. Lower testing thresholds were
used on all accounts resulting in increased
sample testing.
We considered the overall governance
and oversight process, including the
independence and objectivity of those
charged with governance, the quality and
timeliness of the information provided
to them; the Group’s code of conduct
and whistle-blowing processes and the
communication of these across the Group.
Our additional audit procedures, in
conjunction with our forensic specialists,
and our component teams, included:
• engaging our forensic specialists to
examine the scope and results of the
work carried out by the Investigative
Accountants by holding discussions
with them, reviewing their supporting
evidence and, performing additional
procedures which included considering
the sufficiency, appropriateness of
the investigation performed and the
competency and objectivity of individuals
undertaking it;
In addition to the matters identified by
the Investigative Accountants’ Report,
and those arising from Management’s
additional reviews, our audit procedures
identified further errors in prior periods and
identified material errors in the allocation
of the correcting adjustments to financial
periods. Following extensive discussions
with Management, the Audit Committee
and the Board of Directors, these further
misstatements are now incorporated in the
final adjustments disclosed in Note 31 to
the Group financial statements.
We assessed the related disclosures
included in the Group financial statements
and consider them to be sufficient and
appropriate to explain the amounts and
nature of the prior period adjustments
made. We read all disclosures in the
Annual Report and Accounts associated
with these matters, including the
description of the implications they had
on the Board of Directors' Report on their
review of the effectiveness of the Group's
risk management and internal control
systems, and assessed whether the other
information is materially inconsistent with
the financial statements, or our knowledge
obtained in the audit or otherwise appears
to be materially misstated.
Independent Auditor’s Report
to the Members of C&C Group plc (continued)
168
C&C Group plc
Annual Report 2024
Risk Our response to the risk Key observations communicated to the Audit Committee
Arising from the Investigation, Management
performed additional reviews of various
accounting adjustments across the
Group’s subsidiaries throughout the
financial year ended 29 February 2024 and
examined the basis for changes in previous
positions taken. Additional balance sheet
reconciliation reviews were performed by
Internal Audit.
Following these subsequent reviews, and
our audit procedures, further matters
were identified with respect to accounting
judgements made relating to other
adjustments, including, customer discount
liabilities, the accounting treatment of
glassware and the timing of recognition
of onerous apple contracts. As a result of
the procedures undertaken, Management
recorded adjustments in the current year
financial statements, and restated prior
period financial information for the year
ended 28 February 2023 and opening
balances as at 1 March 2022.
As detailed in Note 31, the correction of
the prior period errors reduced Group
net assets as at 1 March 2022 by €4.9m
and decreased the profit before tax for
the year ended 28 February 2023 by
€13.7m; a cumulative reduction in the
Group’s net assets as at 28 February 2023
of €17.1m. The errors identified in the 28
February 2023 consolidated balance sheet
principally included the overstatement of
inventory of €12.2m, the understatement
of provisions of €12.2m, the overstatement
of Trade and other payables of €5.9m, and
various other individually smaller items.
Due to the significance of these matters,
the judgement involved, and the audit
effort required, we identified Management
override of internal controls, and related
prior period adjustments as a key audit
matter for the current year audit.
• enhancing oversight of our component
teams with a particular focus to identify
if there were similar issues arising
beyond those items in the scope of the
Investigative Accountants’ Report. This
involved holding regular meetings with
the component teams, reviewing journal
entry testing around releases to the
Consolidated Income Statement and
understanding the trigger point for these
releases, challenging Management’s
judgements in respect of these releases,
identifying additional releases and
challenging the phasing of adjustments
across financial periods being reflected
in the prior period adjustments; and
reviewing for unusual journal entries
made during the year with a particular
focus on manual journals, out-of-period
adjustments recorded during the
year and incorporating an element of
unpredictability in our selection criteria.
We discussed the Investigative
Accountants’ Report with the Audit
Committee and the Board of Directors,
to understand their views on the matters
identified, and their understanding of the
background to these matters and how they
originated. We challenged Management,
the Audit Committee and the Board of
Directors as to how they had satisfied
themselves that there were not similar
occurrences elsewhere in the Group.
We reviewed their approach and the
resulting findings. We challenged the Audit
Committee and the Board of Directors on
their process for review and approval of the
Annual Report and Accounts.
We performed procedures on the prior
period adjustments determined by
Management to assess the completeness,
accuracy, and timing of these adjustments.
We challenged judgements and
assumptions used by reference to
evidence obtained through the findings
in the Investigative Accountants’ Report,
our knowledge of the matters, our
understanding of the business and from
our other audit procedures.
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Strategic Report Financial Statements Additional Information
Risk Our response to the risk Key observations communicated to the Audit Committee
The key audit matter included considering:
• whether internal control and governance
matters identified extended to areas
beyond the scope of the Investigate
Accountants’ Report;
• the appropriateness of relevant
information and explanations received
throughout the course of the audit; and
• the completeness and accuracy of the
prior period adjustments recorded,
including whether an adjustment
represented a change of estimate to be
recognised in the current year or related
to the correction of a prior period error,
and the appropriateness of disclosures
made.
In light of the findings in the Investigative
Accountants’ Report over the lack of
transparency in respect of representations
and the inaccuracy of information provided,
in prior period audits, to the External
Auditor, the Audit Committee and the
Board of Directors, we considered the risk
of management bias and sought further
corroborative and third-party evidence
throughout our audit procedures and
evaluated our findings. Additionally, we
sought additional representations from the
new Group CFO, the Audit Committee and
the Board of Directors.
We audited the disclosures of the prior
period adjustments as reflected in Note
31 to the Group financial statements for
compliance with the requirements of
IAS 8 Accounting Policies, Changes in
Accounting Estimates and Errors. We read
all disclosures in the Annual Report and
Accounts associated with these matters,
including the description of the implications
they had on the Board of Directors'
Report on their review of the effectiveness
of the Group's risk management and
internal control systems, and considered
whether the other information is materially
inconsistent with the financial statements,
or our knowledge obtained in the audit
or otherwise appears to be materially
misstated.
Independent Auditor’s Report
to the Members of C&C Group plc (continued)
170
C&C Group plc
Annual Report 2024
Risk Our response to the risk Key observations communicated to the Audit Committee
Inventory existence and valuation
(Group financial statements) (2024:
€170.7m, 2023: €162.7m (restated))
Refer to the Audit Committee Report
(pages 114 to 122); Statement of
Accounting Policies (page 203); and
Note 14 to the Consolidated Financial
Statements (page 231).
Raw material inventories are a significant
component of the Group’s assets and are
often subject to frequent fluctuations.
In addition, the investigation into the
existence and valuation of raw material
inventory at the Clonmel plant, (see
separate KAM for Management override of
internal controls, and related prior period
adjustments).
Given the nature of the Group’s raw
materials (handling large volumes of liquids)
and finished goods the following risks exist:
a. As not all tanks have in-built measuring
gauges, the Group’s traditional measuring
approach may not be robust enough and
therefore subject to risk that could impact
the existence calculation of tank volumes.
Also, in some instances, depending on
the liquid in the tanks, there is a risk that a
residual quantity in a tank may have zero
value and therefore the business may
experience physical loss that has not been
factored into quantities available for use.
There is also a risk of misrepresentation of
related inventory quantities and estimates
and judgements used to value inventories
that are stored in tank farms.
b. risk of misstatement of raw materials
and finished goods inventory due to
inappropriate production costs being
applied.
c. risk that goods in transit may be
incorrectly classified as inventory and that
shipping terms may be applied incorrectly.
Our audit procedures on these areas were
performed by our component teams with
oversight by the Group audit team.
We evaluated the process and considered
the design and implementation of key
controls related to the existence and
valuation of raw materials and finished
goods inventory.
All audit procedures were performed by
and reviewed by senior team members.
Our component teams all utilised lower
testing thresholds for the testing of
inventory balances.
For Raw Material inventory existence and
valuation, our procedures included:
• observed physical inventory counts
to verify the existence of inventory at
all material inventory locations at the
year-end, including observing the use of
pressure gauges to assess the volume of
liquids in the tank farms;
• for any residual quantity of inventory in
a tank, we reviewed whether this loss is
part of the normal production process;
and
• reviewed and tested the standard cost
of raw materials including inventory
overhead allocation.
For Finished Goods valuation, our
procedures included:
• understanding the impact of the ‘normal
level of production’ which forms the
basis for absorbing overheads into
inventory; and
• testing the net realisable value of
inventory including reviewing post year-
end sales.
For Goods In Transit, our procedures
included:
• ensuring that any material inventory
recorded as 'in transit' is adequately
supported by documentation and
tested the subsequent goods receipt by
obtaining goods delivery notes.
We considered the adequacy of
Management’s disclosures in respect of
the inventory accounting policy and related
inventory note in the consolidated financial
statements.
We completed our planned audit
procedures. A number of prior
period adjustments were identified by
Management relating to inventory at
the Clonmel plant which is referenced
in the KAM for Management override of
internal controls, and related prior period
adjustments. Management initially
recorded these inventory adjustments
as financial year 2024 adjustments
notwithstanding there was evidence that
indicated these adjustments related to
financial year 2023 and prior periods.
Management subsequently revised the
recording of these adjustments into the
correct periods.
Other than these matters, and the
correction of misstatements identified from
our audit procedures, we noted that the
methodology for calculating the standard
cost of inventory is in accordance with IAS
2 ‘Inventories’.
We observed physical inventory counts in
all components in the scope of our audit.
We are satisfied that the methodology and
physical inventory count processes applied
were appropriate.
We are also satisfied that the significant
judgements and estimates associated
with inventory have been appropriately
disclosed in the consolidated financial
statements.
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Strategic Report Financial Statements Additional Information
Independent Auditor’s Report
to the Members of C&C Group plc (continued)
Risk Our response to the risk Key observations communicated to the Audit Committee
Carrying value of goodwill and
intangible brand assets, including
related impairment charges (Group
financial statements) (Consolidated
Balance Sheet: 2024: €521.9m, 2023:
€644.1m) (Impairment charge: 2024
€125.0m, 2023: Nil)
Refer to the Audit Committee Report
(pages 114 to 122); Statement of
Accounting Policies (pages 194 to 195);
and Note 12 to the Consolidated Financial
Statements (pages 225 to 229).
The Group holds significant amounts of
goodwill and intangible assets on the
consolidated balance sheet. In line with
the requirements of IAS 36 ‘Impairment
of Assets’ (IAS 36), Management tests
goodwill and indefinite lived intangible
balances annually for impairment, and also
tests intangible assets where there are
indicators of impairment.
Management have recorded an impairment
charge with respect to the C&C Brands
cash generating unit (CGU) amounting to
€125.0m in the current year.
The annual impairment testing was
significant to our audit because of the
financial quantum of the assets it supports
as well as the fact that the testing relies on
a number of critical judgements, estimates
and assumptions used by Management.
Judgemental aspects include CGU
determination for goodwill purposes,
assumptions of future profitability, revenue
growth, margins and forecasted cash
flows, and the selection of appropriate
discount rates, all of which may be subject
to management override.
Our audit procedures on this area were
performed by the Group audit team with
assistance from our team members with
specialist valuation knowledge. All audit
procedures were performed by and
reviewed by senior team members.
We evaluated the process and considered
the design and implementation of key
controls related to the impairment
assessment of goodwill and intangible
assets.
Our team members with specialist
knowledge, performed an independent
assessment against external market data
of key inputs used by Management in
calculating appropriate discount rates
– principally, risk-free rates, country risk
premia and inflation rates.
We carefully considered the determination
of the Group’s 6 CGUs, and flexed
our audit approach relative to our risk
assessment and the level of excess of
value-in-use over the carrying amount in
each CGU for goodwill purposes and in
each model for the impairment assessment
for intangible brand assets. For all models,
we assessed the reasonableness of
Management’s assumptions and estimates
by reference to historic information,
corroborated key assumptions and
benchmarked growth assumptions to
external economic forecasts.
We evaluated Management’s sensitivity
analyses and performed our own sensitivity
calculations to assess the level of excess
of value-in-use over the goodwill and
intangible brand carrying amount and
whether a reasonably possible change
in assumptions could cause the carrying
amount to exceed its recoverable amount.
We considered the adequacy of
Management’s disclosures in respect
of impairment testing and whether the
disclosures appropriately communicate
the underlying sensitivities, in particular
the requirement to disclose further
sensitivities for the C&C Brands CGU,
where any possible negative change in a
key assumption would lead to an additional
impairment.
We completed our planned audit
procedures by challenging various inputs
and assumptions. The C&C Brands CGU
model initially showed an impairment and
following audit challenge, further iterations
of this model resulted in the recording of an
impairment of €125.0m.
Our observations included our assessment
of Management’s impairment model
methodology and then for each CGU and
intangible brand model:
• whether the discount rates lay within an
acceptable range;
• the level of headroom of the present
value of cash flows over the carrying
amount of the CGU;
• analysis of the growth rate contained
in the financial projections for year one
(which are then projected out for years
two, three, four and five) when viewed
against the prior year and current year
actual growth;
• the results of our sensitivity analysis; and
• the disclosures are appropriate to the
requirements of IAS 36.
172
C&C Group plc
Annual Report 2024
Risk Our response to the risk Key observations communicated to the Audit Committee
Revenue recognition (Group
financial statements) (2024:
€1,652.5m, 2023: €1,686.2m
(restated))
Refer to the Audit Committee Report
(pages 114 to 122); Statement of
Accounting Policies (pages 197 to
198); and Note 1 to the Consolidated
Financial Statements (pages 205 to
207).
The Group’s business is derived from
the following:
a. sale of the Group’s owned portfolio
of brands such as Tennent’s, Bulmers,
Magners as well as a range of super-
premium and craft ciders and beers;
and
b. drinks distributor to the UK and
Ireland hospitality sectors for all local
and international beverage brand
owners and it also exports its brands
internationally.
As a result of the nature of revenue, we
have identified the following risks that
may not be accounted for correctly or
accounted for in the correct period:
a. variable consideration such as
rebates;
b. non-standard revenue; and
c. contract supply agreements.
Our audit procedures on these areas were
performed by our component teams with
oversight by the Group audit team.
We evaluated the process and considered the
design and implementation of key controls
related to revenue recognition. All audit
procedures were performed by and reviewed
by senior team members.
We performed the following procedures
across all of the three identified risks:
• Reviewed other agreements entered into
outside the normal course of business.
• Reviewed accounting for significant new
agreements for compliance with IFRS 15
'Revenue from contracts with customers’
(IFRS 15).
• Held discussions with operations and
employees outside of the finance function
to determine existence of side agreements
or other non-standard arrangements.
In addition, we performed the following
procedures:
a) Variable consideration such as rebates
• Gained an understanding of contract and
revenue recognition, including treatment
of retro arrangements with customers, as
certain large contracts are non-standard
and require specific review.
• Tested the recognition of variable
consideration such as rebates using lower
testing thresholds.
b) Non-standard revenue
• Gained an understanding of the terms of
contract brewing contracts and revenue
recognition of these.
• Tested the cut off of non-standard revenue
using lower testing thresholds.
c) Contract supply agreements
• Gained an understanding of terms,
conditions and resulting accounting and
auditing implications and assessed the
appropriateness of revenue to be recorded.
• Assessed whether there are additional
commitments, obligations or onerous
contracts.
• Tested the cut off of contract supply
agreements using lower testing thresholds.
We assessed the appropriateness and
completeness of the disclosures for
compliance with IFRS 15 in the consolidated
financial statements.
We completed our planned audit
procedures. A number of prior period
adjustments were identified with respect to
revenue which is referenced in the KAM for
Management override of internal controls,
and related prior period adjustments.
Management initially recorded some
of these revenue adjustments as FY24
adjustments notwithstanding there was
evidence that indicated these adjustments
related to periods prior to FY23.
Management subsequently revised the
recording of these adjustments into the
correct periods.
Our observations included:
• an overview of the risk;
• an outline of the procedures performed;
and
• the judgements we focused on and the
results of our testing.
173
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Strategic Report Financial Statements Additional Information
Independent Auditor’s Report
to the Members of C&C Group plc (continued)
Risk Our response to the risk Key observations communicated to the Audit Committee
Recoverability of on-trade receivable
balances and advances to customers
(Group financial statements) (Trade
receivables 2024: €120.3m, 2023:
€125.3m (restated), advances to
customers 2024: €39.1m,
2023: €42.6m (restated))
Refer to the Audit Committee Report
(pages 114 to 122); Statement of
Accounting Policies (page 200); and
Note 15 to the Consolidated Financial
Statements (pages 232 to 233).
The Group has a risk through exposure
to on-trade receivable balances and
advances to customers who may
experience financial difficulty given the
current economic climate.
Our audit procedures on these areas were
performed by our component teams with
oversight from the Group audit team.
We evaluated the process and considered
the design and implementation of key
controls related to assessing recoverability
of on-trade receivable balances and
advances to customers. All audit
procedures were performed by and
reviewed by senior team members.
We have reviewed the model used by
Management in calculating the expected
credit losses to ensure that it is compliant
with IFRS 9 ‘Financial Instruments’ (IFRS
9) and adequately captures the additional
risks in the current environment. We have
tested the consistent methodology, tailored
for local nuances, in calculating expected
credit losses.
We considered Management’s
assumptions around the impact of
the current environment on the trade
receivable portfolios. We developed our
own estimate based on historical statistics
of receivables collection and compared it
with the actual provision. Additionally, we
have benchmarked the expected credit
losses using appropriate available market
data and found these to be reasonable.
Given the inherent level of uncertainty
and the sensitivity of judgements and
estimates, we reviewed all related
disclosures of the key assumptions used
and judgements made in estimating the
Expected Credit Loss (ECL) for compliance
with IFRS 9.
We assessed the appropriateness
and completeness of disclosures for
compliance with IFRS 9 in the consolidated
financial statements.
We completed our planned audit
procedures with no material exceptions
noted.
Our observations included our assessment
of Management’s methodology for
calculating expected credit losses in
accordance with IFRS 9. We focused
on the significant judgements made
by Management, benchmarked key
assumptions and the appropriate
disclosure of these in the consolidated
financial statements.
174
C&C Group plc
Annual Report 2024
Risk Our response to the risk Key observations communicated to the Audit Committee
Carrying value of investment
in subsidiary undertakings in
the parent Company financial
statements, and related impairment
charges (parent Company financial
statements) (Company Balance
Sheet: 2024: €985.1m, 2023:
€1,159.2m) (Impairment charge:
2024 €175.0m, 2023: Nil)
Refer to the Audit Committee Report
(pages 114 to 122); Statement of
Accounting Policies (page 197); and
Note 13 to the Consolidated Financial
Statements (pages 229 to 231).
The parent Company balance sheet
included a €1,159.2m (pre impairment)
investment in subsidiary undertakings.
The testing of this balance for
impairment is inherently judgemental
as it relies on a number of estimates
including cash flow forecasts, discount
rates and long-term growth rates.
These items are all subjective and
susceptible to management bias
and calculation risk and resulting
impairment charges could be material.
Management have recorded an
impairment charge in the current year
of €175.0m.
This risk is only relevant to the parent
Company.
Our audit procedures on this area were
performed by the Group audit team with
assistance from our team members with
specialist valuation knowledge. All audit
procedures were performed by and reviewed
by senior team members.
To consider the risk over recoverability of
investment in subsidiary undertakings, we
performed the following procedures:
• evaluated the process and considered the
design and implementation of key controls
related to the impairment in the carrying
value of the investment in subsidiary
undertakings and related impairment
charge;
• evaluated Management’s assessment
whether any indicators of impairment existed
through comparison of market capitalisation
to net assets and the investment, and review
of dividends received during the year ended
29 February 2024;
• verified whether the key assumptions
used to calculate the recoverable value of
the investment are consistent with those
used for goodwill impairment purposes in
the Group and if different, verified the key
assumptions to relevant support;
• considered the impact of the current
economic climate on the forecasts used and
performed sensitivity analysis considering
reasonably different potential scenarios;
• evaluated the difference between the
investment carrying value (including
receivables from subsidiaries) and the
Group’s market capitalisation to understand
the key reasons for the difference; and
• assessed the appropriateness of the
impairment recorded.
We assessed and challenged the valuation
approach and assumptions used by the third-
party valuer commissioned by Management.
This included understanding and challenging
the independence, scope of work, discount
rate, growth rate and other cashflow
assumptions of Management’s third-party
valuation expert.
We considered the adequacy of
Management’s disclosures, in particular the
requirement to disclose further sensitivities
where any possible negative change in a
key assumption would lead to an additional
impairment.
We completed our planned audit
procedures, challenging various inputs and
assumptions initially indicating an excess
of recoverable amount over carrying value,
with further iterations resulting in the
recording of an impairment adjustment of
€175.0m.
175
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Our application of materiality
We apply the concept of materiality in planning and performing the
audit, in evaluating the effect of identified misstatements on the
audit and in forming our audit opinion.
Materiality
The magnitude of an omission or misstatement that, individually
or in the aggregate, could reasonably be expected to influence
the economic decisions of the users of the financial statements.
Materiality provides a basis for determining the nature and extent of
our audit procedures.
We determined materiality for the Group to be €3.30m, which is
approximately 0.2% of the Group’s Net Revenue (2023: €3.34m
which represented approximately 5% of the Group’s Profit before
tax before non-recurring exceptional items). Given the fluctuation
in the Group’s results, we have chosen to base our materiality on
the Group’s Net Revenue as we consider it to be the most relevant
performance metric to the Stakeholders of the Group.
During the course of our audit, we reassessed initial materiality and
ultimately based our final materiality on 0.2% of the Group’s Net
Revenue.
Performance materiality
The application of materiality at the individual account or balance
level. It is set at an amount to reduce to an appropriately low level
the probability that the aggregate of uncorrected and undetected
misstatements exceeds materiality.
On the basis of our risk assessments, together with our assessment
of the Group’s overall control environment, our judgement
was that performance materiality was 50% (2023: 50%) of our
planning materiality, namely €1.65m (2023: €1.67m). We have
set performance materiality at this percentage based on our
assessment of the risk of misstatements, both corrected and
uncorrected, consistent with the prior year.
Audit work at component locations for the purpose of obtaining
audit coverage over significant financial statement accounts is
undertaken based on a percentage of total performance materiality.
The performance materiality set for each component is based on
the relative scale and risk of the component to the Group as a whole
and our assessment of the risk of misstatement at that component.
In the current year, the range of performance materiality allocated to
components was €0.31m to €1.16m (2023: €0.30m to €1.13m).
Due to the findings contained in the Investigative Accountants'
Report along with the results of our additional audit procedures we
instructed component auditors to apply the lower end of testing
threshold ranges in the performance of their audit procedures.
Reporting threshold
An amount below which identified misstatements are considered as
being clearly trivial.
We agreed with the Audit Committee that we would report to
them all uncorrected audit differences in excess of €0.166m
(2023: €0.167m), which is set at 5% of planning materiality, as well
as differences below that threshold that, in our view, warranted
reporting on qualitative grounds.
We evaluate any uncorrected misstatements against both the
quantitative measures of materiality discussed above and in light of
other relevant qualitative considerations in forming our opinion.
An overview of the scope of our audit report
Tailoring the scope
Our assessment of audit risk, our evaluation of materiality and our
allocation of performance materiality determine our audit scope for
each entity within the Group. Taken together, this enables us to
form an opinion on the consolidated financial statements.
In assessing the risk of material misstatement to the Group financial
statements, and to ensure we had adequate quantitative coverage
of significant accounts in the financial statements, we selected 15
(2023: 15) components covering entities across Ireland and the UK
which represent the principal business units within the Group.
Of the 15 (2023: 15) components selected, we performed an audit
of the complete financial information of 13 (2023: 13) components
(“full scope components”) which were selected based on their size
or risk characteristics. For the remaining 2 (2023: 2) components
(“specific scope components”), we performed audit procedures on
specific accounts within that component that we considered had
the potential for the greatest impact on the significant accounts in
the financial statements either because of the size of these accounts
or their risk profile.
In addition to the 15 (2023: 15) components discussed above, we
selected a further 2 (2023: 6) components where we performed
procedures at the component level that were specified by the Group
audit team in response to specific risk factors.
The reporting components where we performed audit procedures
accounted for 99.4% of the Group’s Loss before tax (2023: 99.1% of
the Group’s Profit before tax), 99.6% (2023: 99.6%) of the Group’s
Net Revenue and 98.3% (2023: 98.9%) of the Group’s Total Assets.
For the current year, the full scope components contributed 95.8%
of the Group’s Loss before tax (2023: 91.2% of the Group’s Profit
before tax), 99.6% (2023: 99.6%) of the Group’s Net Revenue and
98.3% (2023: 97.3%) of the Group’s Total Assets. The specific
scope components contributed 0.6% of the Group’s Loss before
tax (2023: 0.3% of the Group’s Profit before tax), 0.0% (2023: 0.0%)
of the Group’s Net Revenue and 0.0% (2023: 0.0%) of the Group’s
Total Assets. The components where we performed specified
procedures that were determined by the Group audit team in
response to specific risk factors contributed 3.0% of the Group’s
Loss before tax (2023: 7.6% of the Group’s Profit before tax), 0.0%
(2023: 0.0%) of the Group’s Net Revenue and 0.0% (2023: 1.6%)
of the Group’s Total Assets. The audit scope of these components
Independent Auditor’s Report
to the Members of C&C Group plc (continued)
176
C&C Group plc
Annual Report 2024
may not have included testing of all significant accounts of the
component but will have contributed to the coverage of significant
accounts tested for the Group.
Of the remaining components that together represent 0.6% of
the Group’s Loss before tax (2023: 0.9% of the Group’s Profit
before tax), none are individually greater than 5% of the Group’s
Loss before tax (2023: 5% of the Group’s Profit before tax). For
these components, we performed other procedures, including
analytical review, testing of consolidation journals and intercompany
eliminations and foreign currency translation recalculations to
respond to any potential risks of material misstatement to the Group
financial statements.
The charts below illustrate the coverage obtained from the work
performed by our audit teams.
Involvement with component teams
In establishing our overall approach to the Group audit, we
determined the type of work that needed to be undertaken at each
of the components by us, as the primary audit engagement team, or
by component auditors from other EY global network firms operating
under our instruction. Where the work was performed by component
auditors, we determined the appropriate level of involvement to
enable us to determine that sufficient audit evidence had been
obtained as a basis for our opinion on the Group as a whole.
We issued detailed instructions to each component auditor in scope
for the Group audit, with specific audit requirements and requests
across key areas and maintained regular communication throughout
the audit cycle. This included specific instructions in relation to the
matters identified during the year, including those items identified
in the Investigative Accountants’ Report. During the current year’s
audit cycle, a visit was undertaken by the primary audit team to
the Clonmel site in Ireland. For all component teams, we held a
planning call and weekly calls during the cycle of the audit, held
discussions with local Management and attended closing meetings.
On these calls with our component teams, we discussed the audit
approach, issues arising, impact of the Investigation and other
matters identified during the year on each component and details
of additional audit work required to address the findings in the
Investigative Accountants’ Report. The Group audit team performed
file reviews for all full scope components.
The Group audit team interacted regularly with the component
teams, where appropriate, during various stages of the audit,
reviewed and evaluated the work performed by these teams,
including review of key reporting documents, in accordance with
the ISAs (Ireland) and were responsible for the overall planning,
scoping and direction of the Group audit process. Senior members
of the Group audit team also participated in component planning,
interim and closing meeting calls during which the planning and
results of the audits were discussed with the component auditors,
local Management and Group Management. This, together with
the additional procedures performed at Group level (including
audit procedures over material head office entities, pensions,
share based payments, valuation of property, plant & equipment,
leases, impairment of goodwill and intangible assets, classification
of exceptional items, treasury, tax, financial statement disclosures
and the forensic work performed by our team of forensic specialists)
gave us appropriate evidence for our opinion on the Group financial
statements.
Group’s Loss before tax
95.8% Full scope
components
0.6% Specific scope
components
3.0% Specified
procedures
0.6% Other
procedures
99.6% Full scope
components
0.0% Specific scope
components
0.0% Specified
procedures
0.4% Other
procedures
98.3% Full scope
components
0.0% Specific scope
components
0.0% Specified
procedures
1.7% Other
procedures
Group’s Net Revenue
Group’s Total Assets
177
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Strategic Report Financial Statements Additional Information
Other conclusions relating to principal risks, going concern
and viability statement
We have nothing to report in respect of the following information in
the Annual Report, in relation to which the ISAs (Ireland) require us
to report to you whether we have anything material to add or draw
attention to:
• the disclosures in the Annual Report (set out on pages 32 to 41)
that describe the principal risks and explain how they are being
managed or mitigated;
• the directors’ confirmation (set out on page 34) in the Annual
Report that they have carried out a robust assessment of the
principal risks facing the Group and the parent Company,
including those that would threaten its business model, future
performance, solvency or liquidity;
• the directors’ statement (set out on page 40) in the financial
statements about whether the directors considered it appropriate
to adopt the going concern basis of accounting in preparing
the financial statements and the directors’ identification of any
material uncertainties to the Group’s and the parent Company’s
ability to continue to do so over a period of at least twelve months
from the date of approval of the financial statements;
• whether the directors’ statement relating to going concern
required under the Listing Rules is materially inconsistent with our
knowledge obtained in the audit; or
• the directors’ explanation (set out on page 41) in the Annual
Report as to how they have assessed the prospects of the Group
and the parent Company, over what period they have done so
and why they consider that period to be appropriate, and their
statement as to whether they have a reasonable expectation that
the Group and the parent Company will be able to continue in
operation and meet its liabilities as they fall due over the period
of their assessment, including any related disclosures drawing
attention to any necessary qualifications or assumptions.
Independent Auditor’s Report
to the Members of C&C Group plc (continued)
Other information
The directors are responsible for the other information. The other
information comprises the information included in the Annual
Report other than the financial statements and our auditor’s report
thereon. Our opinion on the financial statements does not cover
the other information and, except to the extent otherwise explicitly
stated in our report, we do not express any form of assurance
conclusion thereon.
Our responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent
with the financial statements, or our knowledge obtained in the
audit or otherwise appears to be materially misstated. If we identify
such material inconsistencies or apparent material misstatements,
we are required to determine whether there is a material
misstatement in the financial statements or a material misstatement
of the other information. If, based on the work we have performed,
we conclude that there is a material misstatement of this other
information, we are required to report that fact.
We have nothing to report in this regard.
In this context, we also have nothing to report in regard to our
responsibility to specifically address the following items in the other
information and to report as uncorrected material misstatements of
the other information where we conclude that those items meet the
following conditions:
• Fair, balanced and understandable (set out on page 119) – the
statement given by the directors that they consider the Annual
Report and financial statements taken as a whole is fair, balanced
and understandable and provides the information necessary for
shareholders to assess the Group’s and the parent Company’s
performance, business model and strategy, is materially
inconsistent with our knowledge obtained in the audit; or
• Audit committee reporting (set out on pages 114 to 122) – the
section describing the work of the audit committee does not
appropriately address matters communicated by us to the audit
committee or is materially inconsistent with our knowledge
obtained in the audit; or
• Directors’ statement of compliance with the UK Corporate
Governance Code (set out on page 112) – the parts of the
directors’ statement required under the Listing Rules relating to
the Company’s compliance with the UK Corporate Governance
Code containing provisions specified for review do not properly
disclose a departure from a relevant provision of the UK
Corporate Governance Code.
178
C&C Group plc
Annual Report 2024
Opinions on other matters prescribed by the
Companies Act 2014
In our opinion, based solely on the work undertaken in the course
of the audit, we report that:
• the information given in the Directors’ Report, other than those
parts dealing with the non-financial statement pursuant to the
requirements of S.I. No. 360/2017 on which we are not required
to report in the current year, is consistent with the financial
statements; and
• the Directors’ Report, other than those parts dealing with the
non-financial statement pursuant to the requirements of S.I. No.
360/2017 on which we are not required to report in the current
year, has been prepared in accordance with the Companies Act
2014.
We have obtained all the information and explanations which, to the
best of our knowledge and belief, are necessary for the purposes of
our audit.
In our opinion the accounting records of the Company were
sufficient to permit the financial statements to be readily and
properly audited and the Company Balance Sheet is in agreement
with the accounting records.
Matters on which we are required to report by
exception
Based on the knowledge and understanding of the Group and
its environment obtained in the course of the audit, we have not
identified material misstatements in the Directors' Report.
The Companies Act 2014 requires us to report to you if, in our
opinion, the disclosures required by sections 305 to 312 of the
Act, which relate to disclosures of directors’ remuneration and
transactions, are not complied with by the Company. We have
nothing to report in this regard.
We have nothing to report in respect of section 13 of the European
Union (Disclosure of Non-Financial and Diversity Information by
certain large undertakings and groups) Regulations 2017, which
require us to report to you if, in our opinion, the Company has not
provided in the non-financial statement the information required by
Section 5(2) to (7) of those Regulations, in respect of 28 February
2023.
Respective responsibilities
Responsibilities of directors for the financial statements
As explained more fully in the directors’ responsibilities statement
set out on page 164, the directors are responsible for the
preparation of the financial statements in accordance with the
applicable financial reporting framework that give a true and fair
view, and for such internal control as they determine is necessary
to enable the preparation of financial statements that are free from
material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible
for assessing the Group and the parent Company’s ability to
continue as going concerns, disclosing, as applicable, matters
related to going concern and using the going concern basis of
accounting unless Management either intends to liquidate the
Group or the parent Company or to cease operations, or has no
realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial
statements
Our objectives are to obtain reasonable assurance about whether
the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an
auditor's report that includes our opinion. Reasonable assurance
is a high level of assurance but is not a guarantee that an audit
conducted in accordance with ISAs (Ireland) will always detect
a material misstatement when it exists. Misstatements can arise
from fraud or error and are considered material if, individually or in
the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial
statements.
Explanation to what extent the audit was considered capable
of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance
with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect irregularities, including
fraud, that could reasonably be expected to have a material
effect on the financial statements. The risk of not detecting a
material misstatement due to fraud is higher than the risk of
not detecting one resulting from error, as fraud may involve
deliberate concealment by, for example, forgery or intentional
misrepresentations, or through collusion. In addition, the further
removed any non-compliance is from the events and transactions
reflected in the financial statements, the less likely it is that our
procedures will identify such non-compliance. The extent to which
our procedures are capable of detecting irregularities, including
fraud is detailed below. However, the primary responsibility for the
prevention and detection of fraud rests with both those charged
with governance of the Company and Management.
179
Governance Report
Strategic Report Financial Statements Additional Information
Our approach was as follows:
• We obtained an understanding of the legal and regulatory
frameworks that are applicable to the Group across the various
jurisdictions globally in which the Group operates. We determined
that the most significant are those that relate to the form and
content of external financial and corporate governance reporting
including company law, tax legislation, employment law and
regulatory compliance.
• We understood how C&C Group plc is complying with those
frameworks by making enquiries of Management, internal audit,
those responsible for legal and compliance procedures and the
Company Secretary. We corroborated our enquiries through our
review of the Group's compliance policies, board minutes, papers
provided to the Audit Committee and correspondence with
regulatory bodies.
• We assessed the susceptibility of the Group's financial statements
to material misstatement, including how fraud might occur, by
meeting with Management, including within various parts of
the business, to understand where they considered there was
susceptibility to fraud. We also considered performance targets
and the potential for Management to influence earnings or the
perceptions of analysts. Where this risk was considered to be
higher, we performed audit procedures to address each identified
fraud risk. These procedures included testing manual journals and
were designed to provide reasonable assurance that the financial
statements were free from fraud or error.
• Based on this understanding we designed our audit procedures
to identify non-compliance with such laws and regulations.
Our procedures included a review of board minutes to identify
any non-compliance with laws and regulations, a review of the
reporting to the Audit Committee on compliance with regulations,
enquiries of internal and external legal counsel and Management.
• We have evaluated Management’s incentives and opportunities
for fraudulent manipulation of the financial statements (including
the risk of override of internal controls) and determined that the
principal issues identified related to:
- inventory existence and valuation;
- other balance sheet matters (including accounting for Goods
Received Not Invoiced balances (‘GRNI’), as well as other
items);
- failures in the Group’s reporting processes, including the
breakdown in internal controls and governance frameworks
during the year and in prior years as a result of the override of
the Group’s internal controls; and
- lack of transparency over representations and correctness and
accuracy of information provided to the External Auditor, and
to the Audit Committee and Board of Directors, at the time the
items arose and in subsequent financial years.
Independent Auditor’s Report
to the Members of C&C Group plc (continued)
• Our additional audit procedures included:
- engaging our forensic specialists to examine the scope and
results of the work carried out by the Investigative Accountants
by holding discussions with this team, reviewing their
supporting evidence and, performing additional procedures
which included considering the sufficiency, appropriateness
of the investigation performed and the competency and
objectivity of individuals undertaking it;
- enhancing oversight of our component teams with a particular
focus to identify if there were similar issues arising beyond
those items in the scope of the Investigative Accountants’
Report. This involved holding regular meetings with the
component teams, reviewing journal entry testing around
releases to the Consolidated Income Statement and
understanding the trigger point for these releases, challenging
Management’s judgements in respect of these releases,
identifying additional releases and challenging the phasing of
adjustments across financial periods being reflected in the prior
period adjustments;
- reviewing for unusual journal entries made during the year
with a particular focus on manual journals, out-of-period
adjustments recorded during the year and incorporating an
element of unpredictability in our selection criteria;
- discussed the Investigative Accountants’ Report with the
Audit Committee and the Board of Directors, to understand
their views on the matters identified, and their understanding
of the background to these matters and how they originated.
We challenged Management, the Audit Committee and the
Board of Directors as to how they had satisfied themselves that
there were not similar occurrences elsewhere in the Group.
We reviewed their approach and the resulting findings. We
challenged the Audit Committee and the Board of Directors
on their process for review and approval of the FY24 Annual
Report and Accounts;
- performed procedures on the prior period adjustments
determined by Management to assess completeness,
accuracy and timing of these adjustments. We challenged
judgements and assumptions used by reference to evidence
obtained through the findings in the Investigative Accountants’
Report, our knowledge of the matters, our understanding of
the business and from our other audit procedures;
- In light of the findings in the Investigative Accountants’ Report
over the lack of transparency in respect of representations
and the inaccuracy of information provided, in prior period
audits, to the External Auditor, the Audit Committee and the
Board of Directors, we considered the risk of management
bias and sought further corroborative and third-party evidence
180
C&C Group plc
Annual Report 2024
throughout our audit procedures and evaluated our findings.
Additionally, we sought additional representations from the
new Group CFO, the Audit Committee and the Board of
Directors;
- audited the disclosures of the prior period adjustments as
reflected in Note 31 to the Group financial statements for
compliance with the requirements of IAS 8 ‘Accounting
Policies, Changes in Accounting Estimates and Errors’. We
read all disclosures in the Annual Report and Accounts
associated with these matters, including the description of the
implications they had on the Board of Directors’ report on their
review of the effectiveness of the Group's risk management
and internal control systems, and considered whether the
other information is materially inconsistent with the financial
statements, or our knowledge obtained in the audit or
otherwise appears to be materially misstated.
A further description of our responsibilities for the audit of the
financial statements is located on the IAASA's website at: http://
www.iaasa.ie/getmedia/b2389013-1cf6-458b-9b8f-a98202dc9c3a/
Description_of_auditors_responsibilities_for_audit.pdf.
This description forms part of our auditor's report.
The purpose of our audit work and to whom we owe
our responsibilities
Our report is made solely to the Company’s members, as a body,
in accordance with section 391 of the Companies Act 2014. Our
audit work has been undertaken so that we might state to the
Company’s members those matters we are required to state to
them in an auditor’s report and for no other purpose. To the fullest
extent permitted by law, we do not accept or assume responsibility
to anyone other than the Company and the Company’s members,
as a body, for our audit work, for this report, or for the opinions we
have formed.
Dermot Quinn
for and on behalf of
Ernst & Young Chartered Accountants and Statutory Audit Firm
Office: Dublin
Date: 27 June 2024
181
Governance Report
Strategic Report Financial Statements Additional Information
Year ended 29 February 2024 | Year ended 28 February 2023 (restated) | ||||||
| Before exceptional | Exceptional items | Before exceptional | Exceptional items | ||||
| items | (note 5) | Total | items | (note 5) | Total | ||
Notes | €m | €m | €m | €m | €m | €m | |
Revenue | 1 | ||||||
Excise duties | ( | ( | ( | ( | |||
Net revenue | 1 | ||||||
Operating costs | 2 | ( | ( | ( | ( | ( | ( |
Group operating (loss)/profit | 1 | ( | ( | ( | |||
Impairment of assets held for sale | 5 | ( | ( | ||||
Profit on disposal | 5 | ||||||
Finance income | 6 | ||||||
Finance expense | 6 | ( | ( | ( | ( | ( | ( |
(Loss)/profit before tax | ( | ( | ( | ||||
Income tax expense | 7 | ( | ( | ( | ( | ||
Group (loss)/profit for the financial year | ( | ( | ( | ||||
Basic earnings per share (cent) | 9 | ( | |||||
Diluted earnings per share (cent) | 9 | ( |
All of the results are related to continuing operations.
In the year ended 29 February 2024, the Group restated the prior year financial information. Details of the restatements are contained in
note 31.
Consolidated Income Statement
For the financial year ended 29 February 2024
182
C&C Group plc
Annual Report 2024
| 2023 | |||
| 2024 | (restated) | ||
Notes | €m | €m | |
| Other Comprehensive Income: | |||
| Items that may be reclassified to Income Statement in subsequent years: | |||
Foreign currency translation differences arising on the net investment in foreign operations | 6 | ( | |
Foreign currency recycled on disposal of assets held for sale | 6 | ||
(Loss)/gain relating to cash flow hedges | 24 | ( | |
| Items that will not be reclassified to Income Statement in subsequent years: | |||
Revaluation of property, plant & equipment | 11 | ( | |
Deferred tax on revaluation of property, plant and equipment | 22 | ( | |
Actuarial (loss)/gain on retirement benefits | 23 | ( | |
Deferred tax on actuarial gain | 22 | ||
Net loss recognised directly within Other Comprehensive Income | ( | ( | |
Group (loss)/profit for the financial year | ( | ||
Total comprehensive (loss)/income for the financial year | ( |
In the year ended 29 February 2024, the Group restated the prior year financial information. Details of the restatements are contained in
note 31.
Consolidated Statement of Comprehensive Income
For the financial year ended 29 February 2024
183
Governance Report
Strategic Report Financial Statements Additional Information
| 2023 | 1 March 2022 | |||
| 2024 | (restated) | (restated) | ||
Notes | €m | €m | €m | |
| ASSETS | ||||
| Non-current assets | ||||
Property, plant & equipment | 11 | |||
Goodwill & intangible assets | 12 | |||
Equity accounted investments/financial assets | 13 | |||
Retirement benefits | 23 | |||
Deferred tax assets | 22 | |||
Financial assets | 10, 24 | |||
Trade & other receivables | 15 | |||
| Current assets | ||||
Inventories | 14 | |||
Trade & other receivables | 15 | |||
Current income tax assets | ||||
Financial assets | 20 | |||
Cash | ||||
Assets held for sale | 16 | |||
TOTAL ASSETS | ||||
| EQUITY | ||||
| Capital and reserves | ||||
Equity share capital | 26 | |||
Share premium | 26 | |||
Treasury shares | 26 | ( | ( | ( |
Other reserves | 26 | |||
Retained income | ||||
Total Equity | ||||
| LIABILITIES | ||||
| Non-current liabilities | ||||
Lease liabilities | 19 | |||
Interest bearing loans & borrowings | 20 | |||
Other financial liabilities | 25 | |||
Provisions | 18 | |||
Deferred tax liabilities | 22 | |||
| Current liabilities | ||||
Lease liabilities | 19 | |||
Derivative financial liabilities | 24 | |||
Other financial liabilities | 25 | |||
Trade & other payables | 17 | |||
Interest bearing loans & borrowings | 20 | |||
Provisions | 18 | |||
Current income tax liabilities | ||||
Liabilities directly associated with the assets held for sale | 16 | |||
Total liabilities | ||||
TOTAL EQUITY & LIABILITIES |
In the year ended 29 February 2024, the Group restated the prior year financial information. Details of the restatement are contained in note
31.
On behalf of the Board
R Findlay A Andrea DATE
Chair and Chief Executive Officer Chief Financial Officer 27 June 2024
Consolidated Balance Sheet
As at 29 February 2024
184
C&C Group plc
Annual Report 2024
| 2023 | |||
| 2024 | (restated) | ||
Notes | €m | €m | |
| CASH FLOWS FROM OPERATING ACTIVITIES | |||
Group (loss)/profit for the year | ( | ||
Finance income | 6 | ( | ( |
Finance expense | 6 | ||
Income tax expense | 7 | ||
Impairment of assets held for sale | 5, 12 | ||
Impairment of intangible assets | 12 | ||
Depreciation of property, plant & equipment | 2, 11, 19 | ||
Amortisation of intangible assets | 2, 12 | ||
Net profit on disposal of property, plant & equipment | 5 | ( | |
Rights Issue costs recorded as exceptional | 5 | ||
Charge for equity settled share-based payments | 4 | ||
Pension contributions: adjustment from credit to payment | 23 | ( | ( |
Increase in inventories | ( | ( | |
Decrease in trade & other receivables | |||
Increase/(decrease) in trade & other payables | ( | ||
Decrease in provisions | ( | ||
Interest and similar costs paid | ( | ( | |
Income taxes paid | ( | ( | |
Net cash inflow from operating activities | |||
| CASH FLOWS FROM INVESTING ACTIVITIES | |||
Purchase of property, plant & equipment | 11 | ( | ( |
Purchase of intangible assets | 12 | ( | ( |
Net proceeds on disposal of property, plant & equipment | |||
Sale of Brand IP | |||
Sale of asset held for sale | 16 | ||
Sale of business – net of cash disposed | 5, 10 | ||
Net cash (outflow)/inflow from investing activities | ( | ||
| CASH FLOWS FROM FINANCING ACTIVITIES | |||
Dividends on ordinary shares | 8 | ( | |
Drawdown of debt | 21 | ||
Payment of debt issue costs | 21 | ( | |
Repayment of debt | 21 | ( | ( |
Payment of lease liabilities | 19 | ( | ( |
Payment of Rights Issue costs | 5 | ( | |
Net cash outflow from financing activities | ( | ( | |
Net increase in cash | |||
| Reconciliation of opening to closing cash | |||
Cash at beginning of year | |||
Translation adjustment | ( | ||
Net increase in cash | |||
Cash at end of financial year |
A reconciliation of net debt is presented in note 21 to the financial statements.
Consolidated Cash Flow Statement
For the financial year ended 29 February 2024
185
Governance Report
Strategic Report Financial Statements Additional Information
| Share- | ||||||||||
| Equity | Other | Cash flow | based | Currency | ||||||
| share | Share | capital | hedge | payments | translation | Revaluation | Treasury | Retained | ||
| capital | premium | reserves* | reserve | reserve | reserve | reserve | shares | income | Tota l | |
€m | €m | €m | €m | €m | €m | €m | €m | €m | €m | |
| At 28 February 2022 (previously | ||||||||||
stated) | ( | ( | ||||||||
Prior period restatements | ( | ( | ( | |||||||
At 1 March 2022 restated | ( | ( | ||||||||
Profit for the financial year restated | ||||||||||
Other comprehensive income/(loss) | ( | ( | ( | |||||||
| Total comprehensive income/ | ||||||||||
(loss) restated | ( | ( | ||||||||
| Reclassification of share-based | ||||||||||
payments reserve | ( | |||||||||
| Sale of treasury shares/purchase | ||||||||||
| of shares to satisfy employee share | ||||||||||
entitlements (note 26) | ( | ( | ||||||||
Transfer of Treasury Shares | ( | |||||||||
| Equity settled share-based | ||||||||||
payments (note 4) | ||||||||||
Total transactions with owners | ||||||||||
At 28 February 2023 restated | ( | |||||||||
Loss for the financial year | ( | ( | ||||||||
Other comprehensive (loss)/income | ( | ( | ( | |||||||
| Total comprehensive income/ | ||||||||||
(expense) | ( | ( | ( | |||||||
Dividend on ordinary shares | ( | ( | ||||||||
| Reclassification of share-based | ||||||||||
payments reserve | ( | |||||||||
| Sale of treasury shares/purchase | ||||||||||
| of shares to satisfy employee share | ||||||||||
entitlements (note 26) | ( | ( | ( | |||||||
Transfer of Treasury Shares | ( | |||||||||
| Equity settled share-based | ||||||||||
payments (note 4) | ||||||||||
Total transactions with owners | ( | ( | ( | |||||||
At 29 February 2024 | ( |
*Other capital reserves include Other un-denominated reserve of €0. 9 m and the capital reserve of €24.9 m
Consolidated Statement of Changes in Equity
For the financial year ended 29 February 2024
186
C&C Group plc
Annual Report 2024
2024
2023
(restated)
Notes €m €m
ASSETS
Non-current assets
Financial assets 13 985.1 1,159.2
985.1 1,159.2
Current assets
Trade & other receivables 15 611.2 284.5
Financial assets 20 0.1 -
Cash 0.3 0.2
611.6 284.7
TOTAL ASSETS 1,596.7 1,443.9
EQUITY
Equity share capital 26 4.0 4.0
Share premium 26 1,048.2 1,048.2
Treasury Shares (2.6) (2.3)
Other reserves 26 5.4 5.9
Retained income 388.3 233.6
Total equity 1,443.3 1,289.4
LIABILITIES
Non-current liabilities
Interest bearing loans & borrowings 20 101.1 99.7
101.1 99.7
Current liabilities
Interest bearing loans & borrowings 20 - (0.8)
Trade & other payables 17 52.3 55.6
52.3 54.8
Total liabilities 153.4 154.5
TOTAL EQUITY & LIABILITIES 1,596.7 1,443.9
As permitted by section 304 of the Companies Act 2014, the Company is availing of the exemption from presenting its separate Income
Statement in the Financial Statements and from filing it with the Registrar of Companies. The Company’s profit for the financial year is
€175.4m (FY2023: restated profit of €209.6m). In the current financial year, there were dividends received of €363.1m from subsidiaries
(FY2023: €219.9m).
On behalf of the Board
R Findlay A Andrea DATE
Chair and Chief Executive Officer Chief Financial Officer 27 June 2024
Company Balance Sheet
As at 29 February 2024
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Equity share
capital Share premium
Treasury Shares
Other
undenominated
reserve
Share-based
payments
reserve Retained income Tota l
€m €m
€m
€m €m €m €m
Company
At 28 February 2022 4.0 1,048.2 0.9 3.3 21.5 1,077.9
Prior period restatements - - (1.9) - 1.3 0.9 0.3
Total comprehensive income 4.0 1,048.2 (1.9) 0.9 4.6 22.4 1,078.2
Profit for the financial year - - - - 209.6 209.6
Total comprehensive income - - - - 209.6 209.6
Purchase of Treasury Shares (0.5) (0.5)
Reclassification of share-based
payments reserve - - - (1.6) 1.6 -
Transfer of Treasury shares 0.1 (0.1) -
Equity settled share-based payments
(note 4) - - - 2.1 - 2.1
Total transactions with owners - - (0.4) - 0.4 1.6 1.6
At 28 February 2023 (restated) 4.0 1,048.2 (2.3) 0.9 5.0 233.6 1,289.4
Profit for the financial year - - - - - 175.4 175.4
Total comprehensive income 175.4 175.4
Dividend on ordinary shares - - - - (22.4) (22.4)
Purchase of Treasury shares - - (0.5) - - - (0.5)
Transfer of Treasury shares - 0.2 (0.2) - -
Reclassification of share-based
payments reserve - - - (1.7) 1.7 -
Equity settled share-based payments
(note 4) - - - 1.4 - 1.4
Total transaction with owners - - (0.3) - (0.5) (20.7) (21.5)
At 29 February 2024 4.0 1,048.2 (2.6) 0.9 4.5 388.3 1,443.3
Company Statement of Changes in Equity
For the financial year ended 29 February 2024
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Material accounting policies
Statement of Accounting Policies
For the year ended 29 February 2024
189
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Statement of Accounting Policies
For the year ended 29 February 2024 (continued)
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Material accounting policies
The material accounting policies applied by the Group in the
preparation of these financial statements are as follows:
191
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Statement of Accounting Policies
For the year ended 29 February 2024 (continued)
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| Land & Buildings | |
Land | n/a |
Buildings – ROI, Portugal | 2 - 6% straight-line |
Buildings – UK | 2 - 3% straight-line |
| Plant & Machinery | |
Storage tanks | 2 - 7% straight-line |
Other plant & machinery | 6 - 32% reducing |
| balance |
| Motor Vehicles & Other Equipment | |
Motor vehicles | 15% straight-line |
| Other equipment incl returnable | 5 - 25% straight-line |
| bottles, cases and kegs |
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Statement of Accounting Policies
For the year ended 29 February 2024 (continued)
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195
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Statement of Accounting Policies
For the year ended 29 February 2024 (continued)
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Statement of Accounting Policies
For the year ended 29 February 2024 (continued)
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199
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Statement of Accounting Policies
For the year ended 29 February 2024 (continued)
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Statement of Accounting Policies
For the year ended 29 February 2024 (continued)
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203
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Statement of Accounting Policies
For the year ended 29 February 2024 (continued)
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1. SEGMENTAL REPORTING
The Group’s business activity is the manufacturing, marketing and distribution of branded beer, cider, wine, spirits and soft drinks. Two
operating segments have been identified in the current and prior financial year: Ireland and Great Britain.
The Group continually reviews and updates the manner in which it monitors and controls its financial operations resulting in changes
in which information is classified and reported to the Chief Operating Decision Maker (‘CODM’). The CODM, identified as the Executive
Directors, assesses and monitors the operating results of segments separately via internal management reports in order to manage the
business and allocate resources effectively.
The identified business segments are as follows:
(i) Ireland
This segment includes the financial results from sale of the Group’s own branded products across the island of Ireland, principally Bulmers,
Magners, Tennent’s, Five Lamps, Clonmel 1650 and Heverlee. The Group also operates the Bulmers Ireland drinks distribution business,
a leading distributor of third-party drinks to the licenced On and Off-trades in Ireland. The Group distributes San Miguel and Budweiser
Brewing Group’s portfolio of beer brands across the island of Ireland on an exclusive basis. The Group’s primary manufacturing plant in this
segment is located in Clonmel, Co. Tipperary, with major distribution and administration centres in Dublin and Culcavy, Northern Ireland.
(ii) Great Britain (“GB”)
This segment includes the financial results from the sale of the Group’s own branded products in Scotland, with Tennent’s, Caledonia Best
and Heverlee being the main brands. This division includes the sale of the Group’s portfolio of owned cider brands across the rest of GB,
including Magners, Orchard Pig, K Cider and Blackthorn which are distributed in partnership with Budweiser Brewing Group. The Group’s
primary manufacturing plant in this segment is the Wellpark Brewery in Glasgow, with major distribution and administration centres in
Glasgow, Bristol and London.
The division includes Tennent’s Direct, Scotland’s leading drinks distributor which serves the Scottish on-trade with an unrivalled range
of drinks led by beer and cider, and includes exclusive distribution of Moët Hennessy products, such as Moët and Glenmorangie, and UK
distribution of international brands Tsingtao and Menabrea.
The segment includes the financial results from Matthew Clark, the largest independent distributor to the GB on trade drinks sector.
Matthew Clark delivers a market-leading composite drinks range across wine, spirits, beer, cider, and soft drinks including a number of
exclusive distribution agreements with wine producers and third-party brands.
In addition, it includes Bibendum, the UK’s leading independent wine specialist servicing customer across the on trade, independent retail
(through Walker & Wodehouse) and off-trade nationwide. Bibendum has a portfolio of market-leading premium wines from a selection of
exclusive, globally recognised, artisan and innovative wine producers.
The Group’s Tennent’s Direct, Matthew Clark and Bibendum distribution businesses operate a nationwide distribution network serving the
independent free trade, national accounts, independent retail and off-trade customers.
This segment also includes the financial results from the sale and distribution of the Group’s own branded products, principally Magners
and Tennent’s, outside the UK and Ireland. The Group exports to over 40 countries globally, notably in continental Europe, North America,
Asia and Australia. The Group operates mainly through local distributors in these markets and regions. This segment also includes the sale
of the Group’s cider and beer products in the US and Canada.
The Group’s analysis by segment includes both items directly attributable to a segment and those, including central overheads, which are
allocated on a reasonable basis in presenting information to the CODM.
Inter-segmental revenue is not material and thus not subject to separate disclosure.
In the year ended 29 February 2024, the Group restated the prior year financial information. Details of the restatement are contained in note
31.
Notes forming part of the financial statements
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(a) Analysis by reporting segment
2024 | 2023 | |||||
| (restated) | ||||||
Revenue | Net revenue | Operating profit | Revenue | Net revenue | Operating profit | |
€m | €m | €m | €m | €m | €m | |
Ireland | 400.4 | 286.3 | 26.3 | 389.6 | 272.0 | 24.9 |
Great Britain | 1,622.6 | 1,366.2 | 33.7 | 1,674.2 | 1,414.2 | 57.7 |
Total before exceptional items | 2,023.0 | 1,652.5 | 60.0 | 2,063.8 | 1,686.2 | 82.6 |
Exceptional items (note 5) | - | - | (144.4) | - | - | (12.4) |
Total | 2,023.0 | 1,652.5 | (84.4) | 2,063.8 | 1,686.2 | 70.2 |
Impairment of assets held for sale (note 5) | (3.3) | 1.1 | ||||
Finance income (notes 6) | 0.2 | - | ||||
Finance income exceptional items (notes 5, 6) | 0.2 | 0.2 | ||||
Finance expense (note 6) | (21.4) | (16.7) | ||||
Finance expense exceptional items (notes 5, 6) | (2.9) | (2.6) | ||||
(Loss)/profit before tax | (111.6) | 52.2 |
The exceptional items in the current financial year are a €144.4m charge, of which €2.9m relates to Ireland and €141.5m relates to Great
Britain. The exceptional items in the prior financial year are a charge of €12.4m, of which €0.2m relates to Ireland and €12.2m relates to Great
Britain.
Of the €1.1m profit on disposal in the prior year, €0.4m relates to Great Britain and €0.7m relates to Ireland.
Total assets for the year ended 29 February 2024 amounted to €1,367.6m (FY2023 (restated): €1,414.9m).
(b) Other operating segment information
2024 | 2023 (restated) | |||||
| Depreciation | Depreciation / | |||||
| Tangible and | /amortisation / | Tangible and | amortisation / | |||
| intangible | impairment / | intangible | impairment/ | |||
| expenditure | Lease additions | revaluation | expenditure | Lease additions | revaluation | |
| €m | €m | €m | €m | €m | €m | |
Ireland | 6.1 | 3.0 | 8.6 | 6.2 | 2.4 | 7.1 |
Great Britain | 9.6 | 48.5 | 25.1 | 13.4 | 24.9 | 26.3 |
Total | 15.7 | 51.5 | 33.7 | 19.6 | 27.3 | 33.4 |
(c) Geographical analysis of revenue and net revenue
Revenue | Net revenue | |||
2024 | 2023 (restated) | 2024 | 2023 (restated) | |
€m | €m | €m | €m | |
Ireland | 397.6 | 389.6 | 284.8 | 282.3 |
Great Britain | 1,602.7 | 1,650.1 | 1,346.6 | 1,379.7 |
International* | 22.7 | 24.1 | 2 1.1 | 24.2 |
Total | 2,023.0 | 2,063.8 | 1,652.5 | 1,686.2 |
* International as a geographic region consists of multiple countries that in aggregate represent 1% of Group revenue.
The geographical analysis of revenue and net revenue is based on the location of the third-party customers.
1. SEGMENTAL REPORTING (continued)
Notes forming part of the financial statements
(continued)
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Ireland | Great Britain | International | Total | |
€m | €m | €m | €m | |
| 29 February 2024 | ||||
Property, plant & equipment | 77. 3 | 168.3 | 2.1 | 247.7 |
Goodwill & intangible assets* | 156.5 | 343.5 | 21.9 | 521.9 |
Equity accounted investments/financial assets | 0.5 | 0.7 | 0.2 | 1.4 |
Total | 234.3 | 512.5 | 24.2 | 771.0 |
| Ireland | Great Britain | Total | ||
| (restated) | (restated) | International | (restated) | |
€m | €m | €m | €m | |
| 28 February 2023 (restated) | ||||
Property, plant & equipment (restated) | 7 7. 9 | 132.1 | 5.0 | 215.0 |
Goodwill & intangible assets | 156.3 | 462.6 | 25.2 | 644.1 |
Equity accounted investments/financial assets | 0.4 | 0.7 | 0.2 | 1.3 |
Total (restated) | 234.6 | 595.4 | 30.4 | 860.4 |
Ireland | Great Britain Net revenue | Total | |
€m | €m | €m | |
Branded* | 109.9 | 202.8 | 312.7 |
Distribution** | 174.9 | 1,143.8 | 1,318.7 |
Co pack/Other | 1.5 | 19.6 | 21.1 |
Total Group from continuing operations | 286.3 | 1,366.2 | 1,652.5 |
Ireland | Great Britain Net revenue | Total | ||
€m | €m | €m | ||
Branded* | 107.6 | 193.8 | 301.4 | |
Distribution** | 162.4 | 1,19 | 3.3 | 1,355.7 |
Co pack/Other | 2.0 | 27.1 | 29.1 | |
Total Group from continuing operations | 272.0 | 1,414.2 | 1,686.2 |
1. SEGMENTAL REPORTING (continued)
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| 2024 | ||||||
| 2023 (restated) | ||||||
| Before | Exceptional | Before | Exceptional | |||
| exceptional | items | exceptional | items | |||
| items | (note 5) | Tot al | items | (note 5) | Tot al | |
€m | €m | €m | €m | €m | €m | |
| Raw material cost of goods sold/bought in finished | ||||||
goods | 1,271.4 | - | 1,271.4 | 1,291.2 | - | 1,291.2 |
Inventory write-down/(recovered) (note 14) | - | 0.2 | 0.2 | 0.2 | - | 0.2 |
Employee remuneration (note 3) | 161.5 | 5.0 | 166.5 | 144.0 | 1.1 | 14 5.1 |
Direct brand marketing | 27.0 | - | 27.0 | 28.7 | - | 28.7 |
Other operating, selling and administration costs | 96.5 | 14.2 | 110.7 | 105.0 | 11.3 | 116. 3 |
Foreign exchange | 0.2 | - | 0.2 | (0.4) | - | (0.4) |
Depreciation (notes 11, 19) | 31.3 | - | 31.3 | 30.9 | - | 30.9 |
Amortisation (note 12) | 2.4 | - | 2.4 | 2.5 | - | 2.5 |
| Net (profit)/loss on disposal of property, plant & | ||||||
equipment | - | - | - | - | - | - |
Auditor’s remuneration (a) | 1.8 | - | 1.8 | 1.5 | - | 1.5 |
Impairment of intangible assets (note 12) | - | 125.0 | 125.0 | - | - | - |
Net revaluation of property, plant & machinery (note 11) | 0.4 | - | 0.4 | - | - | - |
Total operating expenses | 1,592.5 | 144.4 | 1,736.9 | 1,603.6 | 12.4 | 1,616.0 |
| Other EY Offices | Other EY Offices | |||||
| EY Ireland 2024 | 2024 | Total 2024 | EY Ireland 2023 | 2023 | Total 2023 | |
€m | €m | €m | €m | €m | €m | |
Audit of the Group financial statements | 0.7 | - | 0.7 | 0.6 | - | 0.6 |
Audit of subsidiaries | 1.0 | - | 1.0 | 0.9 | - | 0.9 |
| Non-audit services* | 0.1 | - | 0.1 | - | - | - |
| Total | 1.8 | - | 1.8 | 1.5 | - | 1.5 |
Notes forming part of the financial statements
(continued)
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3. EMPLOYEE NUMBERS & REMUNERATION COSTS
The average number of persons employed by the Group (including Executive Directors) during the year, analysed by category, was as
follows:
2024 | 2023 | |
Number | Number | |
Sales & marketing | 448 | 445 |
Production & distribution | 1,642 | 1,613 |
Administration | 853 | 868 |
Total | 2,943 | 2,926 |
The actual number of persons employed by the Group as at 29 February 2024 was 2,937 (FY2023: 2,897).
The aggregate remuneration costs of these employees can be analysed as follows:
| 2023 | ||
| 2024 | (restated) | |
€m | €m | |
Wages, salaries and other short-term employee benefits | 141.3 | 122.8 |
Restructuring costs (note 5) | 5.0 | 1.1 |
Social welfare costs | 13.1 | 12.4 |
Retirement benefits – defined benefit schemes (note 23) | (1.4) | (0.1) |
Retirement benefits – defined contribution schemes, including related expenses | 6.9 | 6.3 |
Equity settled share-based payments (note 4) | 0.9 | 1.9 |
Other non-equity settled share-based payments and PRSI accrued with respect to share-based payments | 0.7 | 0.7 |
Charged to the Income Statement | 166.5 | 145.1 |
Actuarial loss/(gain) on retirement benefits recognised in Other Comprehensive Income (note 23) | 9.9 | (4.3) |
Total employee benefits | 176.4 | 140.8 |
Directors’ remuneration
2024 | 2023 | |
| (restated) | ||
| €m | €m | |
Directors’ remuneration (note 29) | 4.2 | 3.1 |
Please see note 29 for a further breakdown of Directors’ remuneration during the year.
4. SHARE-BASED PAYMENTS
Equity settled awards
The Group has an established equity settled Executive Share Option Scheme (‘ESOS’) in place under which options to purchase shares
in C&C Group plc are granted to certain Executive Directors and members of management. Under the terms of the scheme, the options
are exercisable at the market price prevailing at the date of the grant of the option.
Options were granted in June 2017 under this scheme. The vesting of these awards is based on compound annual growth in underlying
EPS over the three-year performance period, commencing in the financial year when an award is granted. If compound annual growth in
underlying EPS over the performance period is 2% per annum, then 25% of the awards vest. If the compound annual growth in underlying
EPS over the performance period is 6% per annum, then 100% of the awards vest. There is straight-line vesting between both points and
no reward for below threshold performance. Options granted in 2017 achieved their performance conditions and therefore vested in full.
The Group also has an established Long-Term Incentive Plan (‘LTIP’) under the terms of which options to purchase shares in C&C Group
plc are granted at nominal cost to certain Executive Directors and members of management.
Threshold vesting in respect of any year will be no more than 25%, but subject to the overriding three-year financial performance
assessment. No award will vest until the end of the full three-year performance period, and Executive Directors’ awards will then be subject
to a further two-year holding period.
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The vesting of LTIP awards granted in June 2021 will be subject to the following performance conditions assessed across the three-year
performance period FY2022 - FY2024. In each case, threshold vesting will be 25% of the maximum.
• 45% of the award is subject to certain EPS targets being met, with a minimum threshold set of 22c and a maximum of 27c. This is to be
achieved by the end of the year three target range (end of FY2024) rather than as a cumulative target. This element was not achieved.
• 35% of the award is subject to the performance condition that the Free Cash Flow Conversion ratio (‘FCF’) of the Group (excluding the
impact of exceptional items) would be a minimum threshold of 65% conversion and a maximum threshold of 75% by the end of the year
three target range (end of FY2024) rather than as a cumulative target. This element was achieved.
• 20% of the award is subject to the performance condition that certain environmental targets are met. To give impetus to the Group's de-
carbonisation efforts, a target has been set to reduce its Scope 1 emissions (being direct emissions from owned or controlled sources,
which includes emissions from company-owned or operated facilities and vehicles) and Scope 2 emissions (being indirect emissions
from the generation of purchased energy e.g. electricity, steam, heat and cooling) over the three financial years ending with FY2024, with
a threshold of a 6% reduction set and a maximum of a 12% reduction. This element was achieved.
The vesting of LTIP awards granted in June 2022 and October 2022 will be subject to the following performance conditions assessed
across the three-year performance period FY2023 - FY2025. All such awards granted from June 2022 to October 2022 are subject to the
following three performance conditions:
• 45% of the award is subject to certain EPS targets being met, with a minimum threshold set of 22.2c and a maximum of 26c. This is to
be achieved by the end of the year three target range (end of FY2025) rather than as a cumulative target.
• 35% of the award is subject to the performance condition that the Free Cash Flow Conversion ratio (‘FCF’) of the Group (excluding the
impact of exceptional items) would be a minimum threshold of 65% conversion and a maximum threshold of 75% by the end of the year
three target range (end of FY2025) rather than as a cumulative target.
• 20% of the award is subject to the performance condition that certain environmental targets are met. To give impetus to the Group's de-
carbonisation efforts, a target has been set to reduce its Scope 1 emissions (being direct emissions from owned or controlled sources,
which includes emissions from company-owned or operated facilities and vehicles) and Scope 2 emissions (being indirect emissions
from the generation of purchased energy e.g. electricity, steam, heat and cooling) over the three financial years ending with FY2025, with
a threshold of a 6% reduction set and a maximum of a 12% reduction.
The vesting of LTIP awards granted in June 2023 will be subject to the following performance conditions assessed across the three-year
performance period FY2024 - FY2026. All such awards granted from June 2023 are subject to the following three performance conditions:
• 45% of the award is subject to certain EPS targets being met, with a minimum threshold set of 15.2c and a maximum of 16c. This is to
be achieved by the end of the year three target range (end of FY2026) rather than as a cumulative target.
• 35% of the award is subject to the performance condition that the Total Shareholder Return (‘TSR’) of The Group – which is defined as
the change in Net Return Index over the full performance period ending FY2026 – is ranked against a comparator group (which consists
of the following members: A.G. Barr Plc, Bakkavor Group Plc, Britvic Plc, Cranswick Plc, Domino’s Pizza Group Plc, Fevertree Drinks
Plc, Fuller, Smith & Turner Plc, Greencore Group Plc, The Gym Group Plc, Hilton Food Group Plc, Hollywood Bowl Group Plc, J D
Wetherspoon Plc, Marston’s Plc, Mitchells & Butlers Plc, Premier Foods Plc, The Restaurant Group Plc, SSP Group Plc, Tate & Lyle Plc
and Ten Entertainment Group Plc) with a minimum threshold of median performance in the comparator group and a maximum threshold
of upper quartile performance in the comparator group.
• 20% of the award is subject to the performance condition that certain environmental targets are met. To give impetus to the Group's de-
carbonisation efforts, a target has been set to reduce its Scope 1 emissions (being direct emissions from owned or controlled sources,
which includes emissions from company-owned or operated facilities and vehicles) and Scope 2 emissions (being indirect emissions
from the generation of purchased energy e.g. electricity, steam, heat and cooling) over the three financial years ending with FY2026, with
a threshold of a 6% reduction set and a maximum of a 12% reduction.
Following the appointment of David Forde as Chief Executive Officer, the Group made an award of 842,636 shares to him on 3 November
2020 (‘Buy-Out Awards’). These shares were to compensate him for remuneration which he forfeited from his previous employment
upon joining the Group. Reflecting the fact that the forfeited remuneration bought out was guaranteed cash-based remuneration, the
closing share price on the day before the date of grant was used to calculate the number of shares to ensure the value was equal to the
remuneration forfeited. The award vested in respect of 50% of the shares in November 2022 (‘Buy-Out 1’) and 50% of the shares vested in
November 2023 (‘Buy-Out 2’).
In June 2010, the Group established a Recruitment and Retention Plan (‘R&R’) under the terms of which options to purchase shares in
C&C Group plc at nominal cost are granted to certain members of management, excluding Executive Directors.
4. SHARE-BASED PAYMENTS (continued)
Notes forming part of the financial statements
(continued)
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The performance conditions and/or other terms and conditions for awards granted under this plan are specifically approved by the Board
of Directors at the time of each individual award, following a recommendation by the Remuneration Committee. Performance conditions
vary per award but include some or all of the following conditions: continuous employment, performance targets linked to the business unit
to which the recipient is aligned, or a requirement to have a personal shareholding in the Company at the end of the performance period.
Obligations arising under the Recruitment and Retention Plan will be satisfied by the purchase of existing shares on the open market. Upon
settlement, any difference between the amount included in the share-based payment reserve account and the cash paid to purchase the
shares is recognised in retained income via the Statement of Changes in Equity.
The Group also has a Deferred Bonus Plan (‘DBP’) under the terms of which options to purchase shares in C&C Group plc at nominal
cost are granted to certain members of management. Awards under this plan are subject to a continuous employment performance
condition only.
In November 2011, the Group set up Partnership and Matching Share Schemes for all ROI and UK based employees of the Group
under the approved profit-sharing schemes referred to below. Under these schemes, employees can invest in shares in C&C Group plc
(partnership shares) that will be matched on a 1:1 basis by the Company (matching shares) subject to tax authority approved limits. Both
the partnership and matching shares are held on behalf of the employee by the Scheme trustee, Link Group Limited. The shares are
purchased on the open market on a monthly basis at the market price prevailing at the date of purchase with any remaining cash amounts
carried forward and used in the next share purchase. The shares are held in trust for the participating employee, who has full voting rights
and dividend entitlements on both partnership and matching shares. Matching shares may be forfeited and/or tax penalties may apply if
the employee leaves the Group or removes their partnership shares within the Revenue-stipulated vesting period. The Revenue stipulated
vesting period for matching shares awarded under the ROI scheme is three years and under the UK scheme is up to five years.
The Group held 1,151,959 matching shares (2,303,375 partnership and matching) in trust at 29 February 2024 (FY2023: 856,062 matching
shares (1,845,879 partnership and matching shares held)).
In FY2020 the Group, recognising that some employees of Matthew Clark and Bibendum (‘MCB’) (which the Group acquired in FY2019)
had previously lost money in a share scheme operated by the previous owners of MCB and prior to MCB being acquired by the Group,
committed to allocating to those employees C&C Group plc shares in May 2021, equivalent in value to the amount they had lost in the
share scheme of the previous owners of MCB. The employees must also be investing in the Group’s partnership and matching share
scheme to qualify for the award.
Award valuation
The fair values assigned to the equity settled awards granted were computed using the Black Scholes option pricing model and Monte
Carlo model.
As per IFRS 2 Share-based Payment, non-market or performance-related conditions were not taken into account in establishing the
fair value of equity instruments granted. Instead, these non-market vesting conditions are taken into account by adjusting the number of
equity instruments included in the measurement of the transaction amount so that ultimately the amount recognised for time and services
received as consideration for the equity instruments granted is based on the number of equity instruments that eventually vest, unless the
failure to vest is due to failure to meet a market condition.
The main assumptions used in the valuations for equity settled share-based payment awards granted in the current and prior financial
years were as follows:
| LTIP options | LTIP options | LTIP options | R&R options | R&R options | R&R options | |
| granted | granted | granted | granted | granted | granted | |
| June 23 | October 22 | June 22 | June 23 | December 22 | June 22 | |
Fair value at date of grant | €1.26 | €1.87 | €2.36 | €1.12 | €2.05 | €2.22 |
Exercise price | - | - | - | - | - | - |
Risk free interest rate | 4.74% | 3.22% | 1.89% | 4.74% | 3.19% | 1.89% |
Expected volatility | 39.0% | 41.6% | 42.9% | 39.0% | 37.7% | 41.5% |
Expected term until exercise (years) | 3 | 3 | 3 | 3 | 2 | 3 |
Dividend yield | - | - | - | 4.2% | 2.0% | 2.0% |
4. SHARE-BASED PAYMENTS (continued)
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Expected volatility is calculated by reference to historic share price movements prior to the date of grant over a period of time
commensurate with the expected term until exercise. The dividends which would be paid on a share reduces the fair value of an award
since, in not owning the underlying shares, a recipient does not receive the dividend income on these shares. For LTIP, DBP and the Buy-
Out awards, the participants are entitled to receive dividends, and therefore the dividend yield has been set to zero to reflect this.
Details of the share entitlements and share options granted under these schemes together with the share option expense are as follows:
| Restated | |||||||||||
| Expense / | |||||||||||
| Number | Expense | (income) | |||||||||
| Number of | deemed | / (income) | in Income | ||||||||
| options/ equity | outstanding | Market | in Income | Statement | |||||||
| Interests | at 29 February | Grant | value at date | Fair value at | Statement | 2023 | |||||
Grant date | Vesting period | granted* | 2024** | price | of grant | date of grant* | 2024 | (restated) | |||
€ | € | € | €m | €m | |||||||
| Executive Share Option Scheme | |||||||||||
1 June 2017 | 3 years | 840,568 | 156,699 | 3.40 | 3.364 | 0.307 | - | - | |||
| Long-Term Incentive Plan | |||||||||||
2 December 2020 | 3 years | 824,888 | 284,126 | - | 2.54 | 2.47 | 0.3 | 0.2 | |||
15 June 2021 | 3 years | 812,921 | 372,690 | - | 2.74 | 2.70 | (0.2) | 0.1 | |||
9 June 2022 | 2.72 years | 1, | 327,76 | 3 | 521,427 | - | 2.38 | 2.36 | 0.1 | 0.8 | |
28 October 2022 | 2.34 years | 11,579 | 6,368 | - | 1.87 | 1.87 | - | - | |||
14 June 2023 | 2.71 years | 1,791,823 | 1,496,233 | - | 1.59 | 1.26 | 0.5 | - | |||
| Buy-Out Award | |||||||||||
| 3 November 2020 | 2-3 years | 899,254 | 449,627 | - | 1.685 | 1.51 | 0.2 | 0.5 | |||
| Recruitment & Retention Plan | |||||||||||
1 August 2017 | 1.8 years | 65,585 | 14,826 | - | 2.8172 | 2.64 | - | - | |||
11 February 2019 | 2-3 years | 47 7,0 81 | 6,008 | - | 3.05 | 2.47 – 2.77 | - | 0.4 | |||
12 December 2019 | 2.5 years | 476,052 | - | - | 4.66 | 4.00 | - | (0.3) | |||
22 October 2020 | 2 years | 17,826 | 8,913 | - | 1.98 | 1.85 | - | - | |||
27 May 2021**** | Immediate | 196,963 | 87,10 | 8 | - | 2.93 | 2.90 | - | - | ||
15 June 2021 | 1 year | 170,230 | 79,883 | - | 2.74 | 2.70 | - | 0.2 | |||
9 June 2022 | 3 years | 50,000 | 50,000 | - | 2.38 | 2.22 | - | - | |||
14 June 2023 | 2.71 years | 93,670 | 93,670 | - | 1.59 | 1.12 | - | - | |||
| Deferred Bonus Plan | |||||||||||
22 October 2020 | 2 years | 17,826 | 8,913 | - | 1.98 | 1.85 | - | - | |||
8,074,029 | 3,636,491 | 0.9 | 1.9 | ||||||||
| Partnership and Matching Share | |||||||||||
Schemes | 2,303,375*** | 0.5 | 0.2 |
* The Group completed a successful Rights Issue in June 2021 at a discounted price of £1.86. The number of options/equity Interests granted and the fair value at date of grant
were rebased following the Rights Issue.
** Excludes awards that are deemed to be not capable of achieving their performance conditions as at 29 February 2024.
*** Includes both partnership and matching shares.
**** Previously named ‘MCB compensation awards’.
The amount charged to the Income Statement includes a credit of €0.3m (FY2023: credit of €0.3m), being the reversal of previously
expensed charges on equity settled option schemes where the non-market performance conditions were deemed no longer capable of
being achieved or the employee has left the Group.
4. SHARE-BASED PAYMENTS (continued)
Notes forming part of the financial statements
(continued)
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A summary of activity under the Group’s equity settled share option schemes with the weighted average exercise price of the share options
is as follows:
2024 | 2023 | |||
| Number of | Number of | |||
| options/ equity | Weighted average | options/ equity | Weighted average | |
| Interests | exercise price | Interests | exercise price | |
€ | € | |||
Outstanding at beginning of year | 4,152,756 | 0.13 | 3,577,335 | 0.15 |
Granted | 1,885,493 | - | 1,412,691 | - |
Exercised | (809,569) | - | (445,236)* | - |
Forfeited/lapsed | (1,592,189) | - | (392,034) | - |
Outstanding at end of year | 3,636,491 | 0.13 | 4,152,756 | 0.15 |
* The exercised number of shares excludes previously lapsed shares of 155,495 that were reinstated due to changes in vesting assumptions on share options during FY2023,
which were also exercised in FY2023.
The aggregate number of share options/equity Interests exercisable at 29 February 2024 was 1,096,103 (FY2023: 941,340).
The unvested share options/equity Interests (excluding those awards which are not deemed capable of vesting) outstanding at 29 February
2024 have a weighted average vesting period outstanding of 1.5 years (FY2023: 1.4 years). The weighted average contractual life outstanding
of vested and unvested share options/equity Interests (excluding those which are not deemed capable of vesting) is 4.8 years (FY2023: 5.2
years).
The weighted average market share price at date of exercise of all share options/equity Interests exercised during the year was £1.43 or
€1.65 euro equivalent (FY2023: €2.00 Euro equivalent); the average share price for the year was £1.43 or €1.65 euro equivalent (FY2023:
€2.10 Euro equivalent); and the market share price as at 29 February 2024 was £1.43 or €1.67 euro equivalent (28 February 2023: €1.70 euro
equivalent).
5. EXCEPTIONAL ITEMS
| 2024 | 2023 | |
| (restated) | ||
€m | €m | |
COVID-19 (a)* | - | 1.5 |
Restructuring costs (b)* | (7.6) | (13.3) |
Impairment of goodwill (c) | (125.0) | - |
Rights Issue costs (d)* | - | (0.7) |
ERP implementation costs (e)* | (10.4) | - |
Deposit Return Scheme costs (f)* | (1.4) | - |
Other (g)* | - | 0.1 |
Operating profit/(loss) exceptional items | (144.4) | (12.4) |
Impairment of assets held for sale (h) | (3.3) | - |
Profit on disposal* | - | 1.1 |
Finance income (i)* | 0.2 | 0.2 |
Finance expense (j)* | (2.9) | (2.6) |
Included in profit before tax | (150.4) | (13.7) |
Income tax credit (k) | 5.0 | 2.5 |
Included in profit after tax | (145.4) | (11. 2) |
* These items have been tax effected in the Consolidated Income Statement
(a) COVID-19
The Group accounted for the COVID-19 pandemic as an exceptional item and realised an exceptional credit of €1.5m from operating
activities in the prior financial year, broken down as follows: in FY2023 the Group reviewed the recoverability of its trade debtor and advances
to customers and realised a credit of €0.9m with respect to its provision against trade debtors and a credit of €0.4m with respect to its
provision for advances to customers. Also, during the prior financial year, the Group released €0.2m in relation to a provision for lost kegs.
4. SHARE-BASED PAYMENTS (continued)
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(b) Restructuring costs
A strategic review of the Group’s structure and operations was initiated during the current financial year to reduce costs and drive efficiency
improvements in future periods. Redundancy costs of €5.0m plus associated legal and other related costs of €0.4m were incurred during
the period relating to reorganisation of the business, including €2.0m in respect the Group’s former CEO David Forde. Cash spend in the
current financial period totalled €7.0m in respect of these costs.
As part of this review, following the significant alcohol duty reforms in the UK during the year, the Group has reassessed its bittersweet
cider apple requirements resulting in an €0.3m apple concentrate inventory impairment and accrual of €0.8m of costs associated with the
exit of surplus outsourced production capacity arrangements. There was no cash impact in the current financial period in respect of these
costs.
The Group incurred origination, transition, and dual running costs of €1.1m directly associated with the exit of the Matthew Clark and
Bibendum depot facility at Park Royal in London, and transfer of operations and relocation of assets to the new Orbital West London
facility. These one-off costs were incurred to ensure minimal service disruption during this rationalisation of the supply chain logistics
operating model. In addition to these costs, the Group incurred exceptional financing charges related to interest on lease liabilities of €0.8m
relating to dual running or the Orbital West and Park Royal depots – as described in (k) below. All these one-off costs were cash settled in
the current financial period.
In the prior financial year, costs of €1.1m were incurred in relation to severance costs which arose as a consequence of the ongoing
optimisation of the delivery networks and operations in England and Scotland were incurred, and a further charge of €12.2m has been
recognised as a result of an understatement of onerous contract provisions as detailed in note 31.
(c) Impairment of goodwill
In accordance with IAS 36 Impairment of Assets the Group is required to assess whether goodwill and brands considered to have an
indefinite useful economic life are carried below their recoverable amount. Accordingly, impairment reviews are performed annually, or
more frequently if there is an indication that the carrying amount may not be recoverable. A non-cash impairment charge of €125m has
been recognised during the year in respect of the C&C Brands cash generating unit reflecting continuing challenging trading conditions in
the crowded and competitive UK cider market. This has resulted in uncertainty in the longer-term outlook for Magners cider in the Great
Britain operating segment, which together with other macroeconomic factors is restricting the Group’s ability to innovate and trade its way
back to sustainable profit growth.
(d) Rights Issue costs
In the prior financial year, costs of €0.7m were incurred as a result of the Group’s Rights Issue – this cost was in respect of a clarification of
VAT treatment by the European Court of Justice on 8 September 2022.
(e) ERP implementation costs
The Group undertook a strategic project to introduce a new and complex enterprise resource planning (‘ERP’) system in the MCB business
in Great Britain. The implementation took longer and was significantly more challenging and disruptive than originally envisaged, with a
consequent material impact on service and profitability within MCB. In total, a cash cost of €10.4m has been incurred during the period
to restore service levels to normal. Due to their size, nature and incidence, these costs have been classified as exceptional items as they
are not reflective of the underlying performance of the business and are one-off in nature. In addition to these costs, the Group incurred
exceptional financing charges emanating from the ERP implementation of €1.7m associated with increased utilisation of the Group’s debtor
securitisation facility to meet working capital requirements arising from the ERP system implementation disruption in the Group’s GB
distribution business – see (k) below.
5. EXCEPTIONAL ITEMS (continued)
Notes forming part of the financial statements
(continued)
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Annual Report 2024
(f) Deposit Return Scheme costs
The Group wrote off balances paid during the period of €0.5m associated with the Deposit Return Scheme (‘DRS’) in Scotland following
the announcement by the Scottish Government in June 2023 that the scheme would be delayed until at least October 2025. The Group
incurred and paid a further €0.9m of one-off packaging and marketing related costs following the introduction of the DRS in Ireland during
the period.
(g) Other
In the prior financial year €0.1m was released in relation to a provision for legal disputes.
(h) Impairment of assets held for sale
As described in note 16, the Group has classified its Portuguese businesses as a disposal group at the year end, and this has resulted in a
non-cash goodwill write-off of the remaining €3.3m being recognised during the period following the re-measurement of the fair values of
the disposal group.
The Group has also reached an agreement to sell certain non-core assets related to its non-alcoholic beverages business for a cash
consideration received during the period of €0.4m, realising a net gain on disposal of €nil. Further costs in respect of the continued
reorganisation of this business line are expected to be incurred during FY2025.
During the prior year, the Group completed the sale of its held for sale asset, Admiral Taverns, realising a profit of €0.4m on disposal and
received contingent consideration of €0.7m in relation to the sale of its Tipperary Water Cooler business.
(i) Finance income
The Group earned finance income of €0.2m in both the current and prior financial years relating to promissory notes issued as part of the
disposal of the Group’s subsidiary Vermont Hard Cider Company in FY2022.
(j) Finance expense
As described in (e) above, €1.7m of finance expenses were incurred in the current year as a direct consequence of the ERP system
implementation disruption from increased use of the Group’s debtor securitisation facility. An additional €0.8m of interest on lease liabilities
has been classified as exceptional in the current year, as described in (b) above, arising from supply-chain restructuring activity undertaken
during the year, together with €0.4m of discount accrual related to provisions for onerous contracts recognised in accordance with IFRS 9
in previous periods.
The Group incurred costs of €2.6m during the prior financial year directly associated with covenant waivers due to the impact of COVID-19.
These costs included waiver fees, increased margins payable and other professional fees associated with covenant waivers.
(k) Income tax credit/(charge)
The tax credit in the current financial year, with respect to exceptional items, amounted to a credit of €5.0m (FY2022: €2.5m credit).
5. EXCEPTIONAL ITEMS (continued)
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| 2023 | ||
| 2024 | (restated) | |
€m | €m | |
| Recognised in Income Statement | ||
| Finance expense: | ||
Interest expense on borrowings | (11.6) | (8.2) |
Other finance expense* | (5.8) | (4.8) |
Interest on lease liabilities (note 19) | (4.0) | (3.7) |
Total finance expense | (21.4) | (16.7) |
| Exceptional finance expense: | ||
Interest expense on borrowings | (2.1) | (2.6) |
Interest on lease liabilities (note 19) | (0.8) | - |
Total exceptional finance expense | (2.9) | (2.6) |
| Finance income: | ||
Interest income | 0.2 | - |
Total finance income | 0.2 | - |
| Exceptional finance income: | ||
Interest income | 0.2 | 0.2 |
Total exceptional finance income | 0.2 | 0.2 |
Net finance expense | (23.9) | (19.1) |
2024 | 2023 | |
€m | €m | |
| Recognised directly in Other Comprehensive Income | ||
Foreign currency translation differences arising on the net investment in foreign operations | 9.2 | (19.8) |
Foreign currency recycled on disposal of assets held for sale | - | 0.4 |
Net income/(expense) recognised directly in Other Comprehensive Income | 9.2 | (19.4) |
Notes forming part of the financial statements
(continued)
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Annual Report 2024
7. INCOME TAX
In the year ended 29 February 2024, the Group restated the prior year financial information. Details of the restatement are contained in note
31.
(a) Analysis of expense in year recognised in the Income Statement
2024 | 2023 | |
| (restated) | ||
€m | €m | |
| Current tax: | ||
Irish corporation tax | 2.1 | 3.7 |
Foreign corporation tax | (0.2) | 1.9 |
Adjustments in respect of previous years | 0.7 | 0.7 |
2.6 | 6.3 | |
| Deferred tax: | ||
Irish | 0.6 | 0.6 |
Foreign | (0.7) | 4.2 |
Adjustments in respect of previous years | (0.6) | 1.5 |
Rate change impact | - | (0.7) |
(0.7) | 5.6 | |
Total income tax expense recognised in Income Statement | 1.9 | 11.9 |
| Relating to continuing operations | ||
– continuing operations before exceptional items | 6.9 | 14.4 |
– continuing operations exceptional items | (5.0) | (2.5) |
Total | 1.9 | 11.9 |
The tax assessed for the year is different from that calculated at the standard rate of corporation tax in the Republic of Ireland, as explained
below:
2024 | 2023 | |
| (restated) | ||
€m | €m | |
(Loss)/profit before tax | (111.6) | 52.2 |
Tax at standard rate of corporation tax in the Republic of Ireland of 12.5% | (14.0) | 6.5 |
| Actual tax expense is affected by the following: | ||
Expenses not deductible for tax purposes* | 17.7 | 1.3 |
Adjustments in respect of prior years | 0.1 | 2.2 |
Income taxed at rates other than the standard rate of tax | 1.0 | 2.1 |
Other | (2.4) | (1.2) |
Non-recognition/(recognition) of deferred tax assets | (0.5) | 1.0 |
Total income tax expense | 1.9 | 11.9 |
* Included within expenses not deductible for tax purposes in FY24 is the €125m goodwill impairment of C&C Brands.
(b) Deferred tax recognised directly in Other Comprehensive Income
2024 | 2023 | |
€m | €m | |
Deferred tax arising on revaluation of property, plant & machinery reflected in revaluation reserve | 0.2 | (0.3) |
Deferred tax arising on movement of retirement benefits | (1.4) | (0.1) |
Total deferred tax credit | (1.2) | (0.4) |
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7. INCOME TAX (continued)
(c) Factors that may affect future charges
Future income tax charges may be impacted by changes to the corporation tax rates and/or changes to corporation tax legislation in force
in the jurisdictions in which the Group operates. Under Finance Act 2021, the current UK corporation tax of 19% increased to 25% from 1
April 2023. Changes in the geographical mix of future earnings will also impact the total tax charge.
The Organisation for Economic Co-operation and Development (OECD)/G20 Inclusive Framework on Base Erosion and Profit Shifting
published the Pillar Two model rules designed to address the tax challenges arising from the digitalisation of the global economy. The
legislation will be effective for the Group’s financial year beginning 1 March 2024. The Government of Ireland, the jurisdiction in which
C&C Group plc is incorporated, transposed the Global Minimum Tax Pillar Two rules into domestic legislation as part of the Finance (No.
2) Act 2023 (the ‘Finance Act’). The Finance Act closely follows the EU Minimum Tax Directive and OECD Guidance released to date. The
objective of these complex rules is to achieve minimum effective tax rates of 15% globally.
C&C Group plc, the ultimate parent company of the Group, will be required to pay to the Irish tax authorities top-up tax on the profits of its
subsidiaries with an effective tax rate of less than 15% for each jurisdiction in which the Group operates. Alternatively, it can elect to rely on
safe harbour criteria to exclude qualifying subsidiaries. The Group is currently assessing the impact of these new rules, but as the Group
already has a Pillar Two effective tax rate of greater than 15% in most of the countries in which it operates, the Group does not expect
these rules to have a material impact on the Group’s total tax charge in future periods.
No current tax income or expense related to Pillar Two income taxes was recognised in the tax charge for the year ended 29 February
2024. The Group is continuing to assess the impact of the Pillar Two income taxes legislation on its future financial performance.
8. DIVIDENDS
| 2024 | |
| €m | |
| Dividends paid: | |
Final: paid 3.79 cent per ordinary share in July 2023 | 14.9 |
Interim: paid 1.89 cent per ordinary share in December 2023 | 7.5 |
Total equity dividends | 22.4 |
| Settled as follows: | |
Paid in cash | 22.3 |
Accrued with respect to LTIP dividend entitlements | 0.1 |
| 22.4 |
In order to achieve better alignment of the interest of share-based remuneration award recipients with the interests of Shareholders,
Shareholder approval was given at the 2012 AGM to a proposal that awards made and that vest under the LTIP incentive programme
should reflect the equivalent value to that which accrues to Shareholders by way of dividends during the vesting period. The Deferred
Bonus Plan and the Buy-Out Awards also accrue dividends during the vesting period.
Subject to Shareholder approval at the Annual General Meeting, the Directors have proposed a final dividend of 3.97 cent per share
(FY2023: 3. 79 cent per share) to be paid on 23 August 2024 to ordinary Shareholders registered at the close of business on 19 July 2024.
An interim dividend was paid with respect to the current financial year of 1.89 cent per share (FY2023: nil cent per share); therefore, the
Group’s proposed full year dividend will amount to 5.86 cent per share (FY2023: 3.79 cent per share). Using the number of shares in issue
at 29 February 2024 and excluding those shares for which it is assumed that the right to dividend will be waived, this would equate to a
distribution of €15.6m. There is no scrip dividend alternative proposed.
Final dividends on ordinary shares are recognised as a liability in the financial statements only after they have been approved at an Annual
General Meeting of the Company. Interim dividends on ordinary shares are recognised when they are paid.
Notes forming part of the financial statements
(continued)
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9. EARNINGS PER ORDINARY SHARE
In the year ended 29 February 2024, the Group restated the prior year financial information. Details of the restatement are contained in note
31.
Denominator computations
| 2024 | 2023 | ||
| Number | Number | ||
‘000 | ‘000 | ||
Number of shares at beginning of year | 402,007 | 401,914 | |
Shares issued in respect of options exercised | 702 | 93 | |
Number of shares at end of year (note 26) | 402,709 | 402,007 | |
Weighted average number of ordinary shares (basic)* | 3 | 91,111 | 390,688 |
Adjustment for the effect of conversion of options | 2,498 | 2,156 | |
Weighted average number of ordinary shares, including options (diluted) | 393,609 | 392,844 |
* Excludes 11.2m treasury shares (FY2023: 11.0m).
Profit attributable to ordinary Shareholders
2024 | 2023 | |
| (restated) | ||
€m | €m | |
Group (loss)/profit for the financial year | (113.5) | 40.3 |
Adjustment for exceptional items, net of tax (note 5) | 145.4 | 11. 2 |
Earnings as adjusted for exceptional items, net of tax | 31.9 | 51.5 |
Cent | Cent | |
| Basic earnings per share | ||
Basic earnings per share | (29.0) | 10.3 |
Adjusted basic earnings per share | 8.1 | 13.2 |
| Diluted earnings per share | ||
Diluted earnings per share | (29.0) | 10.3 |
Adjusted diluted earnings per share | 8.1 | 13.1 |
Basic earnings per share is calculated by dividing the Group profit for the financial year by the weighted average number of ordinary shares
in issue during the year, excluding ordinary shares purchased/issued by the Group and accounted for as treasury shares (FY2024: 11.2m
shares, FY2023: 11.0m shares).
Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion
of all potential dilutive ordinary shares. The average market value of the Company’s shares for purposes of calculating the dilutive effect of
share options was based on quoted market prices for the period of the year that the options were outstanding.
Employee share awards (excluding awards which were granted under plans where the rules stipulate that obligations must be satisfied
by the purchase of existing shares (note 4)), which are performance-based are treated as contingently issuable shares because their
issue is contingent upon satisfaction of specified performance conditions in addition to the passage of time. In accordance with IAS 33
Earnings per Share, these contingently issuable shares are excluded from the computation of diluted earnings per share where the vesting
conditions would not have been satisfied as at the end of the reporting period (FY2024: 1,704,067; FY2023: 445,410). If dilutive other
contingently issuable ordinary shares are included in diluted EPS based on the number of shares that would be issuable if the end of the
reporting period was the end of the contingency period.
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11. PROPERTY, PLANT & EQUIPMENT
In the year ended 29 February 2024, the Group restated the prior year financial information. Details of the restatement are contained in note
31.
| Freehold land & | Plant | Motor vehicles & | ||
| buildings | & machinery | other equipment | Total | |
€m | €m | €m | €m | |
| Group | ||||
| Cost or valuation | ||||
At 28 February 2022 (previously stated) | 94.9 | 214.1 | 59.5 | 368.5 |
Prior period restatements | - | - | 0.4 | 0.4 |
At 28 February 2022 (restated) | 94.9 | 214.1 | 59.9 | 368.9 |
Translation adjustment | (2.5) | (3.4) | (1.3) | ( 7. 2) |
Additions (restated) | 0.4 | 10.9 | 4.7 | 16.0 |
Revaluation of property, plant & machinery | (0.6) | (0.1) | - | (0.7) |
Reclassification | 0.8 | (0.8) | - | - |
At 28 February 2023 (restated) | 93.0 | 220.7 | 63.3 | 377.0 |
Translation adjustment | 1.4 | 1.8 | 0.6 | 3.8 |
Additions | 3.4 | 4.6 | 5.8 | 13.8 |
Assets held for sale (note 16) | (3.2) | (6.8) | - | (10.0) |
Disposals | - | (2.0) | (0.2) | (2.2) |
Impairment | - | - | (0.4) | (0.4) |
Revaluation of property, plant & machinery | 1.0 | (0.4) | - | 0.6 |
At 29 February 2024 | 95.6 | 217.9 | 69.1 | 382.6 |
| Depreciation | ||||
At 28 February 2022 (previously stated) | 20.2 | 150.9 | 51.4 | 222.5 |
Prior period restatements | - | - | 0.1 | 0.1 |
At 28 February 2022 (restated) | 20.2 | 150.9 | 51.5 | 222.6 |
Translation adjustment | (0.6) | (1.8) | (1.1) | (3.5) |
Charge for the year (restated) | 2.3 | 5.3 | 2.7 | 10.3 |
At 28 February 2023 (restated) | 21.9 | 154.4 | 5 3.1 | 229.4 |
Translation adjustment | 0.4 | 0.9 | 0.5 | 1.8 |
Assets held for sale (note 16) | (0.8) | (4.0) | - | (4.8) |
Disposals | - | (1.9) | - | (1.9) |
Charge for the year | 1.5 | 6.1 | 2.8 | 10.4 |
At 29 February 2024 | 23.0 | 155.5 | 56.4 | 234.9 |
| Net book value | ||||
At 29 February 2024 | 72.6 | 62.4 | 12.7 | 147.7 |
At 28 February 2023 (restated) | 71.1 | 66.3 | 10.2 | 147. 6 |
Notes forming part of the financial statements
(continued)
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| Motor vehicles | ||||
| & other | ||||
Freehold land & buildings | Plant & machinery | equipment | Tota l | |
€m | €m | €m | €m | |
| 29 February 2024 | ||||
| Leased right-of-use assets | ||||
At 29 February 2024, net carrying amount (note 19) | 54.9 | 5.3 | 39.8 | 100.0 |
Total property, plant & equipment | 127. 5 | 67.7 | 52.5 | 247.7 |
| 28 February 2023 | ||||
| Leased right-of-use assets | ||||
At 28 February 2023, net carrying amount (restated) (note 19) | 31.5 | 2.5 | 33.4 | 6 7.4 |
Total property, plant & equipment (restated) | 102.6 | 68.8 | 43.6 | 215.0 |
11. PROPERTY, PLANT & EQUIPMENT (continued)
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For all other items of land & buildings and plant & machinery the Group completed an internal assessment of the appropriateness of their
carrying value. Assisted by a market overview provided by the valuation team from PricewaterhouseCoopers LLP, with respect to the
geographic locations of the Group’s assets, the Group concluded that the carrying value was appropriate at 28 February 2023 and no
adjustment was recorded in this regard.
Useful Lives
The following useful lives were attributed to the assets:
Asset category | Useful life |
Tanks | 30 – 35 years |
Process equipment | 20 – 50 years |
Bottling & packaging equipment | 15 – 35 years |
Process automation | 10 years |
Buildings | 50 years |
| Freehold land & | Motor vehicles & | |||
buildings | Plant & machinery | other equipment | Total | |
€m | €m | €m | €m | |
| Net book value (pre right-of-use assets) | ||||
Carrying value at 29 February 2024 post revaluation | 72.6 | 62.4 | 12.7 | 147.7 |
Carrying value at 29 February 2024 pre revaluation | 71.6 | 62.8 | 12.7 | 147.1 |
Gain/(loss) on revaluation | 1.0 | (0.4) | - | 0.6 |
| 29 February 2024 classified within: | ||||
Income statement | 0.4 | |||
Other Comprehensive Income | 0.2 |
| Freehold land & | Plant & | Motor vehicles & | ||
| buildings | machinery | other equipment | Total | |
| (restated) | (restated) | |||
€m | €m | €m | €m | |
| Net book value (pre right-of-use assets) | ||||
Carrying value at 28 February 2023 post revaluation (restated) | 71.1 | 66.3 | 10.2 | 147. 6 |
Carrying value at 28 February 2023 pre revaluation (restated) | 71.7 | 66.4 | 10.2 | 148.3 |
Loss on revaluation | (0.6) | (0.1) | - | (0.7) |
| 28 February 2023 classified within: | ||||
Income statement | 0.0 | |||
Other Comprehensive Income | (0.7) |
11. PROPERTY, PLANT & EQUIPMENT (continued)
Notes forming part of the financial statements
(continued)
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Fair value hierarchy
The valuations of freehold land & buildings and plant & machinery, excluding right-of-use assets, are derived using data from sources which
are not widely available to the public and involve a degree of judgement. For these reasons, the valuations of the Group’s freehold land &
buildings and plant & machinery are classified as ‘Level 3’ as defined by IFRS 13 Fair Value Measurement, and as illustrated below:
| Significant | Significant | |||
| Quoted prices | observable | unobservable | ||
| Carrying amount | Level 1 | Level 2 | Level 3 | |
€m | €m | €m | €m | |
| Recurring measurements | ||||
Freehold land & buildings measured at market value | 13.5 | - | - | 13.5 |
Freehold land & buildings measured at Depreciated Replacement Cost | 59.1 | - | - | 59.1 |
Plant & machinery measured at Depreciated Replacement Cost | 62.4 | - | - | 62.4 |
At 29 February 2024 | 135.0 | - | - | 135.0 |
| Significant | Significant | |||
| Quoted prices | observable | unobservable | ||
| Carrying amount | Level 1 | Level 2 | Level 3 | |
€m | €m | €m | €m | |
| Recurring measurements | ||||
Freehold land & buildings measured at market value | 13.5 | - | - | 13.5 |
Freehold land & buildings measured at Depreciated Replacement Cost | 57. 6 | - | - | 57. 6 |
Plant & machinery measured at Depreciated Replacement Cost | 66.3 | - | - | 66.3 |
At 28 February 2023 | 137.4 | - | - | 137.4 |
Measurement techniques
The Group used the following techniques to determine the fair value measurements categorised in Level 3:
• The Group’s depots are valued using a market value approach. The market value is the price that would be received to sell an asset or
paid to transfer a liability in an orderly transaction between market participants at the measurement date.
• The Group’s specialised assets such as the production facilities at Clonmel, Wellpark and Portugal are valued using the Depreciated
Replacement Cost approach. Depreciated Replacement Cost is assessed, firstly, by the identification of the gross replacement cost
for each class of asset at each of the Group’s plants. A depreciation factor derived from both the physical and functional obsolescence
of each class of asset, taking into account estimated residual values at the end of the life of each class of asset, is then applied to the
gross replacement cost to determine the net replacement cost. An economic obsolescence factor, which is derived based on current
and anticipated capacity or utilisation of each plant and machinery asset, at each of the Group’s plants, as a function of total available
production capacity, is applied to determine the Depreciated Replacement Cost.
11. PROPERTY, PLANT & EQUIPMENT (continued)
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Unobservable inputs
The significant unobservable inputs used in the market value measurement of land & buildings is as follows:
| Range of unobservable inputs – | Relationship of unobservable | |||
Valuation technique | Significant unobservable inputs | Land (‘000) | Range of unobservable inputs – Buildings | inputs to fair value |
| Comparable market | Price per square foot/ | The higher the price per | ||
| transactions | acre | square foot/acre, the | ||
| higher the fair value | ||||
Republic of Ireland | €50 – €150 (FY2023: | €45 – €1,273 (FY2023: | ||
| €50 – €150) per hectare | €54 – €1,249) per square | |||
| metre | ||||
Portugal | €40 (FY2023: €40) per | €105 – €600 (FY2023: €100 - | ||
| hectare | €611) per square metre | |||
United Kingdom | £150 – £250 (FY2023: | £246 – £1,651 (FY2023: £254 | ||
| £150- £250) per acre | to £1,645) per square metre |
The significant unobservable inputs used in the Depreciated Replacement Cost measurement of freehold land & buildings and plant &
machinery are as follows:
Gross replacement cost adjustment Increase in gross replacement cost ranging from 0% to 7% (FY2023: 12% to 20%)
Economic obsolescence adjustment factor Economic obsolescence, considered on an asset-by-asset basis, for each
plant, ranging from 0% to 20% (FY2023: 0% to 100%). The weighted average
obsolescence factor by site is as follows: Cidery, Ireland – 20% (FY2023: 21%);
Brewery Scotland – 3% (FY2023: 8%) and Cidery, Portugal – 0% (FY2023: 0%)
Physical and functional obsolescence adjustment
factor
Adjustment for changes to physical and functional obsolescence ranging from
65% to 87% (FY2023: 63% to 83%)
The carrying value of depot freehold land & buildings would increase/(decrease) by €0.6m (FY2023: €0.7m) if the comparable open market
value increased/(decreased) by 5%.
The carrying value of freehold land & buildings which is valued on the Depreciated Replacement Cost basis, would increase by €2.3m
(FY2023: €2.4m) if the economic obsolescence adjustment factor was decreased by 5%. If the economic obsolescence adjustment
increased by 5% the value would decrease by €2.3m (FY2023: €2.9m). The estimated carrying value of the same land & buildings would
increase/(decrease) by €1.1m (FY2023: €1.1m) if the gross replacement cost was increased/(decreased) by 2%.
The carrying value of plant & machinery in the Group, which is valued on the Depreciated Replacement Cost basis, would increase by
€3.1m (FY2023: €3.2m) if the economic obsolescence adjustment factor was decreased by 5%. If the economic obsolescence adjustment
increased by 5% the value would decrease by €3.1m (FY2023: €4.0m). If the gross replacement cost was increased by 2% the carrying
value of the Group’s plant & machinery would increase by €0.8m (FY2023: €0.8m). If the gross replacement cost decreased by 2% the
carrying value of the Group’s plant & machinery would decrease by €1.3m (FY2023: €1.2m).
Company
The Company has no property, plant & equipment.
11. PROPERTY, PLANT & EQUIPMENT (continued)
Notes forming part of the financial statements
(continued)
224
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| Other intangible | ||||
Goodwill | Brands | assets | Total | |
€m | €m | €m | €m | |
| Cost | ||||
At 28 February 2022 | 606.3 | 326.4 | 43.2 | 975.9 |
Additions (restated) | - | - | 3.7 | 3.7 |
Translation adjustment | (7.7) | (5.3) | (0.6) | (13.6) |
At 28 February 2023 (restated) | 598.6 | 321.1 | 46.3 | 966.0 |
Additions | - | - | 1.9 | 1.9 |
Impairment of assets held for sale (note 5) | (3.3) | - | - | (3.3) |
Translation adjustment | 3.7 | 2.5 | 0.4 | 6.6 |
At 29 February 2024 | 599.0 | 323.6 | 48.6 | 971.2 |
| Amortisation and impairment | ||||
At 28 February 2022 | 76.2 | 214.6 | 28.6 | 319.4 |
Amortisation charge for the year | - | - | 2.5 | 2.5 |
At 28 February 2023 | 76.2 | 214.6 | 31.1 | 321.9 |
Impairment charge for the year | 125.0 | - | - | 125.0 |
Amortisation charge for the year | - | - | 2.4 | 2.4 |
At 29 February 2024 | 201.2 | 214.6 | 33.5 | 449.3 |
| Net book value | ||||
At 29 February 2024 | 397.8 | 109.0 | 15.1 | 521.9 |
At 28 February 2023 (restated) | 522.4 | 106.5 | 15.2 | 6 4 4.1 |
Ireland | Scotland | C&C Brands | North America | Export | MCB | Total | |
€m | €m | €m | €m | €m | €m | €m | |
At 28 February 2022 | 154.5 | 60.6 | 181.3 | 9.2 | 16.0 | 108.5 | 530.1 |
Translation adjustment | - | (1.7) | (0.8) | - | - | (5.2) | (7.7) |
At 28 February 2023 | 154.5 | 58.9 | 180.5 | 9.2 | 16.0 | 103.3 | 522.4 |
Impairment charge for the year | - | - | (125.0) | - | - | - | (125.0) |
Impairment of assets held for sale (note 5) | - | - | - | - | (3.3) | - | (3.3) |
Translation adjustment | - | 0.9 | 0.3 | (0.1) | 0.1 | 2.5 | 3.7 |
At 29 February 2024 | 154.5 | 59.8 | 55.8 | 9.1 | 12.8 | 105.8 | 397.8 |
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Ireland | Great Britain | Tot al | |
€m | €m | €m | |
At 28 February 2022 | - | 111.8 | 111.8 |
Translation adjustment | - | (5.3) | (5.3) |
At 28 February 2023 | - | 106.5 | 106.5 |
Translation adjustment | - | 2.5 | 2.5 |
At 29 February 2024 | - | 109.0 | 109.0 |
12. GOODWILL & INTANGIBLE ASSETS (continued)
Notes forming part of the financial statements
(continued)
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Ireland | Great Britain | Total | |
€m | €m | €m | |
| Cost | |||
At 28 February 2022 | 7.1 | 36.1 | 43.2 |
Additions (restated) | 0.2 | 3.5 | 3.7 |
Translation adjustment | - | (0.6) | (0.6) |
At 28 February 2023 (restated) | 7.3 | 39.0 | 46.3 |
Additions | - | 1.9 | 1.9 |
Translation adjustment | - | 0.4 | 0.4 |
At 29 February 2024 | 7. 3 | 41.3 | 48.6 |
| Amortisation and impairment | |||
At 28 February 2022 | 4.0 | 24.6 | 28.6 |
Amortisation charge for the year | 0.7 | 1.8 | 2.5 |
At 28 February 2023 | 4.7 | 26.4 | 31.1 |
Amortisation charge for the year | 0.6 | 1.8 | 2.4 |
At 29 February 2024 | 5.3 | 28.2 | 33.5 |
| Net book value | |||
At 29 February 2024 | 2.0 | 13.1 | 15.1 |
At 28 February 2023 (restated) | 2.6 | 12.6 | 15.2 |
12. GOODWILL & INTANGIBLE ASSETS (continued)
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12. GOODWILL & INTANGIBLE ASSETS (continued)
| Discount rate | Discount rate | Terminal growth | Terminal growth | |
| 2024 | 2023 | rate 2024 | rate 2023 | |
Ireland | 7.20% | 8.74% | 2.00% | 2.00% |
Scotland | 8.20% | 8.15% | 2.00% | 2.00% |
C&C Brands | 8.20% | 8.15% | 2.00% | 2.00% |
North America | 7.6 0% | 7.17% | 2.00% | 1.75% |
Export | 8.20% | 8.15% | 2.00% | 2.00% |
Matthew Clark Bibendum (MCB) | 8.20% | 8.15% | 2.00% | 2.00% |
Ireland | Scotland | MCB | ||||
2024 | 2023 | 2024 | 2023 | 2024 | 2023 | |
| Goodwill allocated to the cash generating unit | ||||||
at balance sheet date | 154.5 | 154.5 | 59.8 | 58.9 | 105.8 | 103.3 |
| Discount rate applied to the cash flow | ||||||
projections (real pre-tax) | 7. 2 0% | 8.74% | 8.20% | 8.15% | 8.20% | 8.15% |
Notes forming part of the financial statements
(continued)
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2024 | 2023 | |||
| Increase/(decrease) | Increase/(decrease) | |||
| Movement | on headroom | Movement | on headroom | |
% | €m | % | €m | |
Increase in operating profit | 2.5 | 0.1 | 2.5 | - |
Decrease in operating profit | (2.5) | (0.1) | 0.25 | - |
Increase in discount rate | 0.25 | (0.9) | 0.25 | (1.5) |
Decrease in discount rate | (0.25) | 1.0 | (0.25) | 1.6 |
Increase in terminal growth rate | 0.25 | 0.8 | 0.25 | 1.3 |
Decrease in terminal growth rate | (0.25) | (0.7) | (0.25) | (1.2) |
Joint Ventures | Associates | |||
| Whitewater | ||||
| Drygate Brewing | Brewing Company | |||
| Company Limited | Limited | Other | Total | |
€m | €m | €m | €m | |
| Investment in equity accounted investments/financial assets | ||||
Carrying amount at 28 February 2022 | - | 0.4 | 0.9 | 1.3 |
Purchase price paid | - | - | - | - |
Translation adjustment | - | - | - | - |
Carrying amount at 28 February 2023 | - | 0.4 | 0.9 | 1.3 |
Purchase price paid | - | - | 0.1 | 0.1 |
Share of profit after tax | - | - | - | - |
Translation adjustment | - | - | - | - |
Carrying amount at 29 February 2024 | - | 0.4 | 1.0 | 1.4 |
12. GOODWILL & INTANGIBLE ASSETS (continued)
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| Joint ventures | Associates | Joint ventures | Associates | |
| 2024 | 2024 | 2023 | 2023 | |
€m | €m | €m | €m | |
Non-current assets | 2.0 | 2.8 | 2.0 | 2.8 |
Current assets | 1.1 | 1.6 | 1.1 | 1.4 |
Non-current liabilities | (1.4) | (1.6) | (1.3) | (1.8) |
Current liabilities | (2.2) | (0.5) | (2.1) | (0.5) |
Net assets/(liabilities) | (0.5) | 2.3 | (0.3) | 1.9 |
Revenue | 2.4 | 1.5 | 2.6 | 2.1 |
(Loss)/profit before tax | (0.2) | 0.3 | (0.5) | 0.3 |
Other Comprehensive Income | - | - | - | - |
| 2023 | ||
| 2024 | (restated) | |
€m | €m | |
| Equity investment in subsidiary undertakings at cost | ||
At beginning of year | 1,159.2 | 1,158.6 |
Impairment | (175.0) | - |
Capital contribution in respect of share options granted to employees of subsidiary undertakings | 1.4 | 2.1 |
Capital contribution into subsidiary undertakings | 0.5 | 0.4 |
| Reclassification of capital contribution in respect of share options granted to employees of subsidiary | ||
undertakings to Trade & other receivables | (1.0) | (1.9) |
At end of year | 985.1 | 1,159.2 |
13. EQUITY ACCOUNTED INVESTMENTS/FINANCIAL ASSETS (continued)
Notes forming part of the financial statements
(continued)
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14. INVENTORIES
2024 | 2023 | |
| (restated) | ||
€m | €m | |
| Group | ||
Raw materials & consumables | 33.8 | 32.4 |
Finished goods & goods for resale | 136.9 | 130.3 |
Total inventories at lower of cost and net realisable value | 170.7 | 162.7 |
In the year ended 29 February 2024, the Group restated the prior year financial information. Details of the restatement are contained in note
31.
Inventory write-downs recognised within operating costs before exceptional items amounted to €nil in the current year and €0.2m in
FY2023 and were with respect to breakages and write-offs of damaged and obsolete inventory.
Inventory impairment allowance levels are reviewed by management and revised where appropriate, taking account of the latest available
information on the recoverability of carrying amounts.
13. EQUITY ACCOUNTED INVESTMENTS/FINANCIAL ASSETS (continued)
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Group | Company | |||
2024 | 2023 | 2024 | 2023 | |
| (restated) | (restated) | |||
€m | €m | €m | €m | |
| Current receivables: | ||||
Trade receivables | 120.3 | 125.3 | - | - |
Amounts due from Group undertakings | - | - | 611.2 | 284.5 |
Advances to customers | 6.3 | 9.5 | - | - |
Prepayments and other receivables | 22.5 | 28.6 | - | - |
149.1 | 163.4 | 611.2 | 284.5 | |
| Non-current receivables: | ||||
Advances to customers | 32.8 | 3 3.1 | - | - |
Prepayments and other receivables | 4.2 | 4.9 | - | - |
37. 0 | 38.0 | - | - | |
Total | 186.1 | 201.4 | 611.2 | 284.5 |
Trade receivables | Advances to customers | Total | Total (restated) | |||||
Gross | Impairment | Gross | Impairment | Gross | Impairment | Gross | Impairment | |
2024 | 2024 | 2024 | 2024 | 2024 | 2024 | 2023 | 2023 | |
€m | €m | €m | €m | €m | €m | €m | €m | |
| Group | ||||||||
Not past due | 94.1 | (2.3) | 38.3 | (3.6) | 132.4 | (5.9) | 140.9 | (5.7) |
| Past due: | ||||||||
Past due 0-30 days | 9.7 | (0.1) | 0.1 | - | 9.8 | (0.1) | 16.4 | (1.1) |
Past due 31-120 days | 11.2 | (1.1) | 0.7 | (0.2) | 11.9 | (1.3) | 10.5 | (0.5) |
Past due 121-365 days | 9.0 | (0.8) | 0.9 | (0.3) | 9.9 | (1.1) | 5.2 | (1.0) |
Past due more than one year | 6.7 | (6.1) | 4.8 | (1.6) | 11.5 | ( 7.7 ) | 9.9 | (6.7) |
Total | 130.7 | (10.4) | 44.8 | (5.7) | 175.5 | (16.1) | 182.9 | (15.0) |
Notes forming part of the financial statements
(continued)
232
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| Advance to | ||||
| Trade receivables | customers | Total | Total | |
2024 | 2024 | 2024 | 2023 | |
€m | €m | €m | €m | |
| Group | ||||
At beginning of year | 9.2 | 5.8 | 15.0 | 17. 8 |
Recovered during the year | (0.3) | - | (0.3) | (1.3) |
Provided during the year | 2.6 | 0.3 | 2.9 | 2.2 |
Derecognised on disposal | (0.4) | - | (0.4) | (0.9) |
Written off during the year | (0.8) | (0.6) | (1.4) | (2.5) |
Translation adjustment | 0.1 | 0.2 | 0.3 | (0.3) |
At end of year | 10.4 | 5.7 | 16.1 | 15.0 |
15. TRADE & OTHER RECEIVABLES (continued)
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| 2024 | |
| €m | |
| Assets held for sale | |
Property, plant & equipment (note 11) | 5.2 |
Inventories | 0.3 |
Trade & other receivables | 2.9 |
Total assets held for sale | 8.4 |
| Liabilities directly associated with assets held for sale | |
Trade & other payables | 1.0 |
Current income tax liabilities | 0.2 |
Deferred tax liabilities | 0.2 |
Total liabilities directly associated with assets held for sale | 1.4 |
Net assets directly associated with the disposal group | 7.0 |
| Group | Company | |||
| 2023 | ||||
| 2024 | (restated) | 2024 | 2023 | |
€m | €m | €m | €m | |
Trade payables | 267. 5 | 2 37.0 | - | - |
Payroll taxes & social security | 4.3 | 4.1 | - | - |
VAT | 18.3 | 17. 6 | - | - |
Excise duty | 29.7 | 28.7 | - | - |
Accruals | 7 7. 8 | 7 7. 4 | 2.1 | 2.0 |
Amounts due to Group undertakings | - | - | 50.2 | 53.6 |
Total | 397.6 | 364.8 | 52.3 | 55.6 |
Notes forming part of the financial statements
(continued)
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| Onerous | Onerous | ||||||||
| Dilapidation | Contracts | Other | Tot al | Restructuring | Dilapidation | Contracts | Other | Tot al | |
2023 | 2023 | 2023 | 2023 | 2023 | |||||
2024 | 2024 | 2024 | 2024 | (restated) | |||||
€m | €m | €m | €m | €m | €m | €m | €m | €m | |
At 1 March | 5.4 | 12.2 | 4.9 | 22.5 | 0.2 | 5.4 | - | 6.5 | 12.1 |
Translation adjustment | (0.1) | - | - | (0.1) | - | (0.2) | - | (0.2) | (0.4) |
Charged during the year | 0.9 | 0.4 | 1.3 | 2.6 | - | 2.8 | 12.2 | 0.9 | 15.9 |
Released during the year | (0.7) | - | - | (0.7) | - | (2.6) | - | (0.1) | (2.7) |
Reclass to financial liabilities | - | (6.8) | - | (6.8) | - | - | - | - | - |
Utilised during the year | (0.2) | (2.4) | (4.8) | (7.4) | (0.2) | - | - | (2.2) | (2.4) |
At end of year | 5.3 | 3.4 | 1.4 | 10.1 | - | 5.4 | 12.2 | 4.9 | 22.5 |
| Classified within: | |||||||||
Current liabilities | 2.2 | 7. 2 | |||||||
Non-current liabilities | 7.9 | 15.3 | |||||||
10.1 | 22.5 |
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19. LEASES
The Group adopted IFRS 16 Leases from 1 March 2019 and has lease contracts for various items of freehold land & buildings, plant &
machinery and motor vehicles & other equipment.
In the year ended 29 February 2024, the Group restated the prior year financial information. Details of the restatement are contained in note
31.
Set out below are the carrying amounts of right-of-use assets (included under property, plant & equipment note 11) recognised and the
movements during the year:
| Freehold land & | Plant & | Motor vehicles & | ||
| buildings | machinery | other equipment | Tot al | |
€m | €m | €m | €m | |
| Leased right-of-use assets | ||||
At 1 March 2022, net carrying amount (previously stated) | 34.0 | 3.3 | 30.7 | 68.0 |
Prior period restatements (net carrying amount) | - | 3.1 | - | 3.1 |
At 1 March 2022, net carrying amount (restated) | 34.0 | 6.4 | 30.7 | 71.1 |
Translation adjustment | (1.4) | ( 0.1) | (1.4) | (2.9) |
Additions (restated) | 5.3 | 0.1 | 22.1 | 2 7. 5 |
Remeasurement | (0.4) | (3.0) | 3.2 | (0.2) |
Disposals | - | - | (7.5) | (7.5) |
Depreciation charge for the year (restated) | (6.0) | (0.9) | (13.7) | (20.6) |
At 28 February 2023 (restated) | 31.5 | 2.5 | 33.4 | 67. 4 |
Translation adjustment | 1.0 | 0.1 | 0.7 | 1.8 |
Additions | 29.2 | 4.6 | 17.7 | 51.5 |
Remeasurement | 0.6 | - | (0.4) | 0.2 |
Depreciation charge for the year | (7.4) | (1.9) | (11.6) | (20.9) |
At 29 February 2024 | 54.9 | 5.3 | 39.8 | 100.0 |
| Freehold land & | Plant & | Motor vehicles & | ||
| buildings | machinery | other equipment | Total | |
€m | €m | €m | €m | |
| Leased liabilities | ||||
At 1 March 2022, net carrying amount (previously stated) | (44.8) | (3.2) | (32.0) | (80.0) |
Prior period restatements (net carrying amount) | - | (3.0) | - | (3.0) |
At 1 March 2022, net carrying amount (restated) | (44.8) | (6.2) | (32.0) | (83.0) |
Translation adjustment | 2.0 | - | 1.6 | 3.6 |
Additions to lease liabilities (restated) | (5.3) | (0.1) | (21.9) | (27. 3) |
Remeasurement | 1.4 | 2.3 | (3.5) | 0.2 |
Disposals | - | - | 7.4 | 7. 4 |
Payments (restated)* | 9.6 | 1.4 | 15.2 | 26.2 |
Interest (discount unwinding) (restated) | (1.9) | (0.2) | (1.6) | (3.7) |
At 28 February 2023 (restated) | (39.0) | (2.8) | (34.8) | (76.6) |
Translation adjustment | (1.1) | (0.1) | (0.7) | (1.9) |
Additions to lease liabilities | (29.7) | (4.6) | (17.7 ) | (52.0) |
Remeasurement | (0.6) | - | 0.8 | 0.2 |
Payments* | 9.6 | 2.2 | 13.2 | 25.0 |
Interest (discount unwinding) | (2.8) | (0.3) | (1.7) | (4.8) |
At 29 February 2024 | (63.6) | (5.6) | (40.9) | (110.1) |
* Payments are apportioned between finance charges €4.8m (FY2023 (restated): €3.7m) and payment of lease liabilities €20.2m (FY2023 (restated): €22.5m) in the Cash Flow
Statement
Notes forming part of the financial statements
(continued)
236
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Lease liabilities classified within:
Total | Tot al | |
| 2023 | ||
| 2024 | (restated) | |
€m | €m | |
Current liabilities | (19.3) | (16.3) |
Non-current liabilities | (90.8) | (60.3) |
(110.1) | (76.6) |
The table below shows a maturity analysis of the discounted and undiscounted lease liability arising from the Group’s leasing activities.
These projections are based on the foreign exchange rates at the end of the relevant financial year and on interest rates (discounted
projections only) applicable to the lease portfolio.
| As at 28 February 2023 | ||||
| As at 29 February 2024 | (restated) | |||
Discounted | Undiscounted | Discounted | Undiscounted | |
€m | €m | €m | €m | |
Within one year | (19.3) | (24.3) | (16.3) | (20.4) |
Between one and two years | (18.4) | (22.3) | (14.2) | (16.4) |
Between two and three years | (14.9) | (18.7) | (12.5) | (14.1) |
Between three and four years | (12.5) | (15.5) | (8.5) | (9.7) |
Between four and five years | (7.3 ) | (10.1) | (6.1) | ( 7.0 ) |
After five years | (37.7 ) | (48.0) | (19.0) | (19.2) |
Total | (110.1) | (138.9) | (76.6) | (86.8) |
The Group avails of the exemption from capitalising lease costs for short-term leases and low-value assets where the relevant criteria for
accounting for them under IFRS 16 Leases are met. The following lease costs have been charged to the Income Statement as incurred:
| 2023 | ||
| 2024 | (restated) | |
€m | €m | |
Expense relating to short-term leases (included in operating costs) | 0.7 | 0.5 |
Total | 0.7 | 0.5 |
Group | Company | |||
| 2023 | ||||
2024 | 2023 | 2024 | (restated) | |
€m | €m | €m | €m | |
| Current assets | ||||
Unsecured loans repayable by instalment - issue costs | 0.6 | - | - | - |
Private Placement notes repayable by instalment - issue costs | 0.1 | - | 0.1 | - |
0.7 | - | 0.1 | - |
19. LEASES (continued)
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Group | Company | |||
| 2023 | ||||
2024 | 2023 | 2024 | (restated) | |
€m | €m | €m | €m | |
| Current liabilities | ||||
Unsecured loans repayable on maturity | - | (95.0) | - | - |
Unsecured loans repayable by instalment - issue costs | - | 0.7 | - | 0.7 |
Private Placement notes repayable by instalment - issue costs | - | 0.1 | - | 0.1 |
- | (94.2) | - | 0.8 | |
| Non-current liabilities | ||||
Unsecured loans repayable on maturity | (120.0) | - | - | - |
Unsecured loans repayable by instalment - issue costs | 2.4 | - | 0.1 | - |
Private Placement notes repayable by instalment - issue costs | 0.7 | 0.6 | 0.7 | 0.9 |
Private Placement notes repayable by one repayment on maturity | (101.8) | (100.6) | (101.8) | (100.6) |
(218.7) | (100.0) | (101.1) | (99.7) | |
Total borrowings | (218.7) | (194.2) | (101.1) | (98.9) |
| Nominal rates of interest at 29 | 2024 | 2023 | |||
| Currency | February 2024 | Year of maturity | Carrying value | Carrying value | |
Group | €m | €m | |||
| N/a (FY23: Euribor/Sonia + | |||||
Unsecured loans repayable on maturity | Multi | 2.4%) | 2024 | - | 95.0 |
Unsecured term loan repayable on maturity | Euro | Euribor + 1.65% 1 | 2029 | 100.0 | - |
Unsecured RCF loan repayable on maturity | Euro | Euribor + 1.5% | 2029 | 20.0 | - |
| Private Placement notes repayable by one | |||||
repayment on maturity | Euro/GBP | 1.6%-2.74% | 2030/2032 | 101.8 | 100.6 |
221.8 | 195.6 |
| Nominal rates of interest at 29 | 2024 | 2023 | |||
| Currency | February 2024 | Year of maturity | Carrying value | Carrying value | |
Company | €m | €m | |||
| Private Placement notes repayable by one | |||||
repayment on maturity | Euro/GBP | 1.6%-2.74% | 2030/2032 | 101.8 | 100.6 |
101.8 | 100.6 |
20. INTEREST BEARING LOANS & BORROWINGS (continued)
Notes forming part of the financial statements
(continued)
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20. INTEREST BEARING LOANS & BORROWINGS (continued)
239
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Strategic Report Financial Statements Additional Information
| Additions/ | ||||||
| 1 March 2023 | Translation | disposals/ | Non-cash | |||
| (restated) | adjustment | remeasurement | Cash Flow, net | changes | 29 February 2024 | |
€m | €m | €m | €m | €m | €m | |
| Group | ||||||
Interest bearing loans & borrowings | (194.2) | (1.2) | - | (21.6) | (1.0) | (218.0)* |
Cash | 115.3 | 1.9 | - | 42.9 | - | 160.1 |
Net debt excluding leases | (78.9) | 0.7 | - | 21.3 | (1.0) | (57. 9) |
Lease liabilities (note 19) | (76.6) | (1.9) | (51.8) | 25.0 | (4.8) | (110.1) |
Net debt including leases | (155.5) | (1.2) | (51.8) | 46.3 | (5.8) | (168.0) |
| Additions/ | ||||||
| disposals/ | Non-cash | |||||
| 1 March 2022 | Translation | remeasurement | Cash Flow, net | changes | 28 February 2023 | |
| (restated) | adjustment | (restated) | (restated) | (restated) | (restated) | |
€m | €m | €m | €m | €m | €m | |
| Group | ||||||
Interest bearing loans & borrowings | (256.0) | 3.3 | - | 60.0 | (1.5) | (194.2)* |
Cash | 64.7 | (1.3) | - | 51.9 | - | 115.3 |
Net debt excluding leases | (191.3) | 2.0 | - | 111.9 | (1.5) | (78.9) |
Lease liabilities (restated) (note 19) | (83.0) | 3.6 | (19.7) | 26.2 | (3.7) | (76.6) |
Net debt including leases (restated) | (274.3) | 5.6 | (19.7) | 138 .1 | (5.2) | (155.5) |
| Translation | Non-cash | ||||
| 1 March 2023 | adjustment | Cash Flow, net | changes | 29 February 2024 | |
€m | €m | €m | €m | €m | |
| Company | |||||
Interest bearing loans & borrowings | (98.9) | (1.1) | - | (1.0) | (101.0)* |
Cash | 0.2 | - | - | - | 0.2 |
(98.7) | (1.1) | - | (1.0) | (100.8) |
Notes forming part of the financial statements
(continued)
20. INTEREST BEARING LOANS & BORROWINGS (continued)
240
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| Translation | Non-cash | ||||
| 1 March 2022 | adjustment | Cash Flow, net | changes | 28 February 2023 | |
€m | €m | €m | €m | €m | |
| Company | |||||
Interest bearing loans & borrowings | (142.5) | 3.2 | 41.6 | (1.8) | (98.9)* |
Cash | 0.1 | - | 0.1 | - | 0.2 |
(142.4) | 3.2 | 41.7 | (1.8) | (98.7) |
2024 | 2023 (restated) | |||||
| Net | Net | |||||
Assets | Liabilities | (liabilities)/assets | Assets | Liabilities | (liabilities)/assets | |
€m | €m | €m | €m | €m | €m | |
| Group | ||||||
Property, plant & equipment | 1.8 | (17. 4) | (15.6) | 1.6 | (15.7) | (14.1) |
Intangible assets | 7.1 | (11.4) | (4.3) | 6.9 | (10.1) | (3.2) |
Retirement benefits | 0.4 | (5.0) | (4.6) | 0.4 | (6.2) | (5.8) |
Trade related items & losses | 20.1 | (1.9) | 18.2 | 17.4 | (2.7) | 14.7 |
29.4 | (35.7) | (6.3) | 26.3 | (34.7) | (8.4) |
21. ANALYSIS OF NET DEBT (continued)
241
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Strategic Report Financial Statements Additional Information
| Recognised | |||||
| in Other | |||||
| 1 March 2023 | Recognised in | Comprehensive | Translation | ||
| (restated) | Income Statement | Income | adjustment | 29 February 2024 | |
€m | €m | €m | €m | €m | |
| Group | |||||
Property, plant & equipment: ROI | (1.9) | (0.3) | - | - | (2.2) |
Property, plant & equipment: other | (12.2) | (0.9) | (0.2) | (0.1) | (13.4) |
Trade related items & losses | 14.7 | 3.1 | - | 0.4 | 18.2 |
Intangible assets | (3.2) | (1.0) | - | (0.1) | (4.3) |
Retirement benefits | (5.8) | (0.2) | 1.4 | - | (4.6) |
(8.4) | 0.7 | 1.2 | 0.2 | (6.3) |
| Recognised in Other | |||||
| 1 March 2022 | Recognised in | Comprehensive | Translation | ||
| (restated) | Income Statement | Income | adjustment | 28 February 2023 | |
€m | €m | €m | €m | €m | |
| Group | |||||
Property, plant & equipment: ROI | (0.2) | (1.7) | - | - | (1.9) |
Property, plant & equipment: other | (11.6) | (0.9) | 0.3 | - | (12.2) |
Trade related items & losses | 18.5 | (3.5) | - | (0.3) | 14.7 |
Intangible assets | (3.2) | 0.3 | - | (0.3) | (3.2) |
Retirement benefits | (6.1) | 0.2 | 0.1 | - | (5.8) |
(2.6) | (5.6) | 0.4 | (0.6) | (8.4) |
22. RECOGNISED DEFERRED TAX ASSETS AND LIABILITIES (continued)
Notes forming part of the financial statements
(continued)
242
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ROI | NI | ||||
2024 | 2023 | 2024 | 2023 | ||
Future life expectations at age 65 | No. of years | No. of years | No. of years | No. of years | |
Current retirees – no allowance for future improvements | Male | 22.7-23.6 | 22.6-23.5 | 22.5 | 22.4 |
Female | 24.5-25.4 | 24.4-25.3 | 24.4 | 24.2 | |
Future retirees – with allowance for future improvements | Male | 23.5-24.3 | 23.4-24.2 | 24.2 | 24.0 |
Female | 25.4-26.3 | 25.3-26.2 | 26.1 | 26.0 |
23. RETIREMENT BENEFITS (continued)
243
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2024 | 2023 | |||
ROI | NI | ROI | NI | |
Salary increases | 0.0%-2.9% | 3.6% | 0.0%-2.6% | 3.6% |
Increases to pensions in payment | 2.3% | 1.9% | 2.6% | 1.8% |
Discount rate | 3.8% | 5.2% | 4.3% | 5.0% |
Inflation rate | 2.3% | 3.2% | 2.6% | 3.2% |
2024 | 2023 | |||||
ROI | NI | Total | ROI | NI | Total | |
€m | €m | €m | €m | €m | €m | |
| Analysis of defined benefit pension | ||||||
| expense: | ||||||
Current service cost | (0.3) | - | (0.3) | (0.6) | - | (0.6) |
Interest cost on scheme liabilities | (5.3) | (0.2) | (5.5) | (3.1) | (0.2) | (3.3) |
Interest income on scheme assets | 7.0 | 0.2 | 7.2 | 3.7 | 0.3 | 4.0 |
| Total income recognised in Income | ||||||
Statement | 1.4 | - | 1.4 | - | 0.1 | 0.1 |
2024 | 2023 | |||||
ROI | NI | Total | ROI | NI | Total | |
€m | €m | €m | €m | €m | €m | |
Actual return on scheme assets | 4.2 | (0.3) | 3.9 | (24.8) | (5.1) | (29.9) |
Expected interest income on scheme assets | ( 7.0) | (0.2) | (7.2 ) | (3.7) | (0.3) | (4.0) |
| Experience gains and losses on scheme | ||||||
liabilities | (2.3) | (0.3) | (2.6) | (3.9) | (0.3) | (4.2) |
Effect on changes in financial assumptions | (4.1) | 0.1 | (4.0) | 39.3 | 3.1 | 42.4 |
Total (expense)/income | (9.2) | (0.7) | (9.9) | 6.9 | (2.6) | 4.3 |
Scheme assets | 162.9 | 8.3 | 171.2 | 164.3 | 8.5 | 172.8 |
Scheme liabilities | (131.7) | (5.2) | (136.9) | (125.7) | (4.9) | (130.6) |
Surplus in scheme | 31.2 | 3.1 | 34.3 | 38.6 | 3.6 | 42.2 |
23. RETIREMENT BENEFITS (continued)
Notes forming part of the financial statements
(continued)
244
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2024 | 2023 | |||||
ROI | NI | Total | ROI | NI | Total | |
€m | €m | €m | €m | €m | €m | |
| Investments quoted in active markets | ||||||
| Bid value of assets at end of year: | ||||||
Equity* | 17. 4 | - | 17.4 | 31.2 | 1.2 | 32.4 |
Bonds | 84.4 | 8.3 | 92.7 | 111.6 | 7. 3 | 118.9 |
Alternatives | 20.0 | - | 20.0 | 8.2 | - | 8.2 |
Insured** | 31.9 | - | 31.9 | - | - | - |
Cash | 1.0 | - | 1.0 | 0.5 | - | 0.5 |
| Investments unquoted | ||||||
Property | 8.2 | - | 8.2 | 12.8 | - | 12.8 |
162.9 | 8.3 | 171.2 | 164.3 | 8.5 | 172.8 | |
Actuarial value of scheme liabilities | (131.7) | (5.2) | (136.9) | (125.7) | (4.9) | (130.6) |
Deficit in the scheme | - | - | - | - | - | - |
Surplus in the scheme | 31.2 | 3.1 | 34.3 | 38.6 | 3.6 | 42.2 |
Surplus in the scheme | 31.2 | 3.1 | 34.3 | 38.6 | 3.6 | 42.2 |
Related deferred tax liability (note 22) | (3.5) | (1.1) | (4.6) | (4.5) | (1.3) | (5.8) |
Net pension surplus | 27.7 | 2.0 | 29.7 | 3 4.1 | 2.3 | 36.4 |
2024 | 2023 | |||||
ROI | NI | Total | ROI | NI | Total | |
€m | €m | €m | €m | €m | €m | |
Assets at beginning of year | 164.3 | 8.5 | 172.8 | 19 5.1 | 14.4 | 209.5 |
| Movement in year: | ||||||
Translation adjustment | - | 0.2 | 0.2 | - | (0.6) | (0.6) |
Expected interest income on scheme assets | 7.0 | 0.2 | 7. 2 | 3.7 | 0.3 | 4.0 |
Actual return less interest income on scheme assets | (2.8) | (0.5) | (3.3) | (28.5) | (5.4) | (33.9) |
Employer contributions | 0.4 | - | 0.4 | 0.5 | - | 0.5 |
Member contributions | 0.1 | - | 0.1 | 0.1 | - | 0.1 |
Other movements | - | - | - | 0.1 | - | 0.1 |
Benefit payments | (6.1) | (0.1) | (6.2) | (6.7) | (0.2) | (6.9) |
Assets at end of year | 162.9 | 8.3 | 171.2 | 164.3 | 8.5 | 172.8 |
23. RETIREMENT BENEFITS (continued)
245
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2024 | 2023 | |||
ROI | NI | ROI | NI | |
| Investments quoted in active markets | ||||
Equities | 11% | - | 19% | 14% |
Bonds | 52% | 100% | 68% | 86% |
Alternatives | 12% | - | 5% | - |
Insured | 19% | - | - | - |
Cash | 1% | - | - | - |
| Investments unquoted | ||||
Property | 5% | - | 8% | - |
100% | 100% | 100% | 100% |
2024 | 2023 | |||||
ROI | NI | Total | ROI | NI | Total | |
€m | €m | €m | €m | €m | €m | |
Liabilities at beginning of year | 125.7 | 4.9 | 130.6 | 164.0 | 7.9 | 171.9 |
| Movement in year: | ||||||
Translation adjustment | - | - | - | - | (0.2) | (0.2) |
Current service cost | 0.3 | - | 0.3 | 0.6 | - | 0.6 |
Interest cost on scheme liabilities | 5.3 | 0.2 | 5.5 | 3.1 | 0.2 | 3.3 |
Member contributions | 0.1 | - | 0.1 | 0.1 | - | 0.1 |
Actuarial loss/(gain) immediately recognised in equity | 6.4 | 0.2 | 6.6 | (35.4) | (2.8) | (38.2) |
Benefit payments | (6.1) | (0.1) | (6.2) | (6.7) | (0.2) | (6.9) |
Liabilities at end of year | 131.7 | 5.2 | 136.9 | 125.7 | 4.9 | 130.6 |
23. RETIREMENT BENEFITS (continued)
Notes forming part of the financial statements
(continued)
246
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Carrying value | Fair value | |
€m | €m | |
| Group | ||
| 29 February 2024 | ||
| Financial assets: | ||
Cash* | 160.1 | 160.1 |
Trade receivables* | 120.3 | 120.3 |
Advances to customers* | 39.1 | 39.1 |
Unamortised borrowing costs*, *** | 0.7 | 0.7 |
Promissory note | 4.4 | 4.4 |
Derivative contracts** | 0.5 | 0.5 |
325.1 | 325.1 | |
| Financial liabilities: | ||
Interest bearing loans & borrowings* | (218.7) | (221.8) |
Trade & other payables* | (345.3) | (345.3) |
Provisions* | (10.1) | (10.1) |
Derivative contracts** | (0.2) | (0.2) |
Financial liabilities* | (6.8) | (6.8) |
(581.1) | (584.2) | |
(256.0) | (259.1) |
Carrying value | Fair value | |
€m | €m | |
| Group | ||
| 28 February 2023 (restated) | ||
| Financial assets: | ||
Cash* | 115.3 | 115.3 |
Trade receivables* | 125.3 | 125.3 |
Advances to customers* | 42.6 | 42.6 |
Promissory note | 4.5 | 4.5 |
Derivative contracts** | 1.1 | 1.1 |
288.8 | 288.8 | |
| Financial liabilities: | ||
Interest bearing loans & borrowings* | (194.2) | (195.6) |
Trade & other payables (restated)* | (314.4) | (314.4) |
Provisions* | (22.5) | (22.5) |
(531.1) | (532.5) | |
(242.3) | (243.7) |
24. FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT (continued)
247
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24. FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT (continued)
Carrying value | Fair value | |
€m | €m | |
| Company | ||
| 29 February 2024 | ||
| Financial assets: | ||
Cash* | 0.3 | 0.3 |
Unamortised borrowing costs*, *** | 0.1 | 0.1 |
Amounts due from Group undertakings* | 611. 2 | 611.2 |
611.6 | 611.6 | |
| Financial liabilities: | ||
Interest bearing loans & borrowings* | (101.0) | (101.8) |
Amounts due to Group undertakings* | (50.2) | (50.2) |
Accruals* | (2.1) | (2.1) |
(153.3) | (154.1) | |
458.3 | 457. 5 |
Carrying value | Fair value | |
€m | €m | |
| Company | ||
| 28 February 2023 (restated) | ||
| Financial assets: | ||
Cash* | 0.2 | 0.2 |
Amounts due from Group undertakings* | 284.5 | 284.5 |
284.7 | 284.7 | |
| Financial liabilities: | ||
Interest bearing loans & borrowings* | (98.9) | (100.6) |
Amounts due to Group undertakings* | (53.6) | (53.6) |
Accruals* | (2.0) | (2.0) |
(154.5) | (156.2) | |
130.2 | 128.5 |
Notes forming part of the financial statements
(continued)
248
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| 2024 | 2023 | |
| €m | €m | |
| Derivatives | ||
Cash flow hedges – currency forwards | (0.2) | 0.1 |
Total | (0.2) | 0.1 |
| Significant | Inter-relationship between | ||
| unobservable | significant unobservable inputs and | ||
Type | Valuation Technique | inputs | fair value measurement |
| Foreign | Forward pricing: The fair value is determined using quoted forward exchange | Not | Not applicable. |
| currency | rates at the reporting date and present value calculations based on high credit | applicable. | |
| forward | quality yield curves in respective currencies. | ||
| contracts | |||
| Interest | Swap models: The fair value is calculated as the present value of the | Not | Not applicable. |
| rate swaps | estimated future cash flows. | applicable. | |
| Estimates of future floating-rate cash flows are based on quoted swap rates, | |||
| futures prices and interbank borrowing rates. | |||
| Estimated cash flows are discounted using a yield curve constructed from | |||
| similar sources and which reflects the relevant benchmark interbank rate used | |||
| by market participants for this purpose when pricing interest rate swaps. | |||
| The fair value estimate is subject to a credit risk adjustment that reflects the | |||
| credit risk of the Group and of the counterparty; this is calculated based on | |||
| credit spreads derived from current credit default swap or bond prices. |
24. FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT (continued)
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24. FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT (continued)
| 2023 | ||
| 2024 | (restated) | |
| €m | €m | |
| Hedging reserves – currency hedges | ||
Opening balance 1 March | 1.1 | (0.1) |
Change in fair value of hedging recognised in Other Comprehensive Income for the year | (0.8) | 1.2 |
Closing balance 29 February – continuing currency hedges | 0.3 | 1.1 |
Euro | Sterling | USD | AUD | NZD | ZAR | Not at risk | Tota l | |
€m | €m | €m | €m | €m | €m | €m | €m | |
| Group | ||||||||
Cash | 4.4 | 3.6 | 4.4 | 1.2 | 0.7 | 0.2 | 145.6 | 160.1 |
Trade receivables | 5.1 | 1.9 | 4.9 | 0.9 | 0.8 | 0.2 | 106.5 | 120.3 |
Advances to customers | - | - | - | - | - | - | 39.1 | 39.1 |
Interest bearing loans & borrowings | (117.0) | (48.0) | - | - | - | - | (53.0) | (218.0)* |
Lease liabilities | - | (2.6) | - | - | - | - | (107.5) | (110.1) |
Trade & other payables | (17.6 ) | (22.9) | (5.1) | (0.4) | (1.5) | (0.2) | (349.9) | (397.6) |
Financial liabilities | - | - | - | - | - | - | (6.8) | (6.8) |
Provisions | - | - | - | - | - | - | (10.1) | (10.1) |
Gross currency exposure | (125.1) | (68.0) | 4.2 | 1.7 | - | 0.2 | (236.1) | (423.1) |
| Sterling | USD | Not at risk | Total | |
| €m | €m | €m | €m | |
| Company | ||||
Cash | 0.1 | - | 0.2 | 0.3 |
Interest bearing loans & borrowings | (48.0) | - | (53.0) | (101.0)* |
Net amounts due to Group undertakings | 29.0 | 0.1 | 531.9 | 561.0 |
Accruals | (1.0) | - | (1.1) | (2.1) |
Total | (19.9) | 0.1 | 478.0 | 458.2 |
Notes forming part of the financial statements
(continued)
250
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| Sterling | Not at risk | Total | ||||||
| Euro | (restated) | USD | CAD/AUD | NZD | SGD | (restated) | (restated) | |
€m | €m | €m | €m | €m | €m | €m | €m | |
| Group | ||||||||
Cash | 2.5 | 4.7 | 7.1 | 1.6 | 0.2 | 0.1 | 99.1 | 115.3 |
Trade receivables | 2.4 | 2.4 | 1.2 | 1.0 | 0.1 | - | 118. 2 | 125.3 |
Advances to customers | - | - | - | - | - | - | 42.6 | 42.6 |
Interest bearing loans & borrowings | (95.0) | (46.8) | - | - | - | - | (52.4) | (194.2) |
Lease liabilities (restated)* | - | (2.2) | - | - | - | - | ( 74.4) | (76.6) |
Trade & other payables (restated)* | (16.4) | (14.9) | (2.5) | (0.2) | (1.3) | - | (329.5) | (364.8) |
Provisions | - | (0.7) | - | - | - | - | (21.8) | (22.5) |
Net currency exposure (restated)* | (106.5) | (57.5) | 5.8 | 2.4 | (1.0) | 0.1 | (218.2) | (374.9) |
Sterling | Not at risk | Total | |
€m | €m | €m | |
| Company | |||
Cash | - | 0.2 | 0.2 |
Interest bearing loans & borrowings | (46.8) | (52.1) | (98.9) |
Net amounts due to Group undertakings | 14.8 | 216.1 | 230.9 |
Accruals | (1.0) | (1.0) | (2.0) |
Total | (33.0) | 163.2 | 130.2 |
Group | Company | |||
| 2023 | 2023 | |||
| 2024 | 2024 | (restated) | ||
€m | €m | €m | €m | |
| Variable/fixed rate instruments | ||||
Interest bearing loans & borrowings | (218.0)* | (195.6) | (101.0)* | (100.6) |
Cash | 160.1 | 115.3 | 0.3 | 0.2 |
(57.9) | (80.3) | (100.7) | (100.4) |
24. FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT (continued)
251
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24. FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT (continued)
| 2024 | 2023 | |
| €m | €m | |
| Derivatives | ||
Cash flow hedges – interest rate | 0.5 | 1.2 |
Total | 0.5 | 1.2 |
| 2024 | 2023 | |
| €m | €m | |
| Hedging reserves – interest rate hedges | ||
Opening balance 1 March | 1.1 | (0.1) |
Change in fair value of hedging recognised in Other Comprehensive Income for the year | (0.8) | 1.2 |
Closing balance 29 February – continuing interest rate hedges | 0.3 | 1.1 |
Notes forming part of the financial statements
(continued)
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Group | Company | |||
| 2023 | 2023 | |||
| 2024 | (restated) | 2024 | (restated) | |
€m | €m | €m | €m | |
Trade receivables | 120.3 | 125.3 | - | - |
Advances to customers | 39.1 | 42.6 | - | - |
Amounts due from Group undertakings | - | - | 611.2 | 284.5 |
Cash | 160.1 | 115.3 | 0.3 | 0.2 |
319.5 | 283.2 | 611.5 | 284.7 |
24. FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT (continued)
253
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24. FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT (continued)
Notes forming part of the financial statements
(continued)
254
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| Contractual cash | Greater than 2 | |||||
| Carrying amount | flows | 6 months or less | 6 – 12 months | 1 – 2 year s | years | |
€m | €m | €m | €m | €m | €m | |
| Group | ||||||
| 2024 | ||||||
Interest bearing loans & borrowings | (218.0)** | (279.3) | (5.9) | (5.9) | (11.7) | (255.8) |
Trade & other payables | (345.3) | (345.3) | (345.3) | - | - | - |
Lease liabilities | (110.1) | (138.9) | (11.3) | (13.0) | (22.3) | (92.3) |
Provisions | (10.1) | (11.5) | (0.8) | (0.9) | (5.7) | (4.7) |
Financial liabilities | (6.8) | (6.8) | - | (0.7) | (0.7) | (5.4) |
Total contracted outflows | (690.3) | (781.8) | (363.3) | (20.5) | (40.4) | (358.2) |
| Group | ||||||
| 2023 | ||||||
Interest bearing loans & borrowings | (194.2) | (243.4) | 0.1 | (4.3) | (9.3) | (229.9) |
Trade & other payables (restated)* | (314.4) | (314.4) | (314.4) | - | - | - |
Lease liabilities (restated)* | (76.6) | (86.8) | (12.0) | (8.4) | (16.4) | (50.0) |
Provisions (restated)* | (22.5) | (22.5) | (3.6) | (1.7) | (0.3) | (16.9) |
Total contracted outflows (restated)* | (6 07.7 ) | ( 6 67.1) | (329.9) | (14.4) | (26.0) | (296.8) |
| 2024 | ||||||
Interest bearing loans & borrowings (restated) | (101.0)* | (120.1) | (1.9) | (1.9) | (3.8) | (112.5) |
Amounts due to Group undertakings | (50.2) | (50.2) | (50.2) | - | - | - |
Accruals | (2.1) | (2.1) | (2.1) | - | - | - |
Total contracted outflows | (153.3) | (172.4) | (54.2) | (1.9) | (3.8) | (112 .5) |
| 2023 | ||||||
Interest bearing loans & borrowings | (98.9) | (121.0) | (1.9) | (1.9) | (3.7) | (113.5) |
Amounts due to Group undertakings | (53.6) | (53.6) | (53.6) | - | - | - |
Accruals | (2.0) | (2.0) | (2.0) | - | - | - |
Total contracted outflows | (154.5) | (176.6) | (57.5) | (1.9) | (3.7) | (113.5) |
Contractual financial liabilities | Tot al | |
2024 | 2024 | |
€m | €m | |
Charged during the year | 6.8 | 6.8 |
At end of year | 6.8 | 6.8 |
| Classified within: | ||
Current liabilities | 1.0 | |
Non-current liabilities | 5.8 | |
| 6.8 |
24. FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT (continued)
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25. FINANCIAL LIABILITIES (continued)
26. SHARE CAPITAL AND RESERVES
| Allotted and | Allotted and | ||||
| Authorised | called up | Authorised | called up | ||
Number | Number | €m | €m | ||
| At 29 February 2024 | |||||
Ordinary shares of €0.01 each At 28 February 2023 | 800,000,000 | 402,708,890* | 8.0 | 4.0 | |
Ordinary shares of €0.01 each At 28 February 2022 | 800,000,000 | 4 02,0 | 07, 212 * * | 8.0 | 4.0 |
Ordinary shares of €0.01 each | 800,000,000 | 401,913,690*** | 8.0 | 4.0 |
| Allotted and called-up | ||
| Ordinary Shares | ||
2024 | 2023 | |
‘000 | ‘000 | |
As at 1 March | 402,007 | 401,914 |
Shares issued in respect of options exercised | 702 | 93 |
As at 29/28 February | 402,709* | 402,007* |
| Ordinary Shares held by the | ||||||||||
| Trustee of the Employee Trust and | ||||||||||
Partnership and Matching Share Scheme | Other Treasury Shares | Total Treasury Shares | ||||||||
| No. of | Consideration | No. of | Consideration | No. of | Total | |||||
| Total | shares | shares | Total | shares | Consideration | |||||
€m | € | € | €m | € | €m | |||||
As at 1 March 2023 | 6.7 | 1,989,883 | 9,025,000 | 29.7 | 11,014,883 | 36.4 | ||||
| Shares acquired in the open | ||||||||||
market | 0.5 | 386,630 | 1.29 | - | - | - | 386,630 | 1.29 | 0.5 | |
| Shares disposed of or transferred | ||||||||||
to Participants | (0.6) | (198,714) | 3.21 | - | - | - | (198,714) | 3.21 | (0.6) | |
As at 29 February 2024 | 6.6 | 2,177,79 | 9 | 9,025,000 | 29.7 | 11, 202 ,799 | 36.3 |
Notes forming part of the financial statements
(continued)
256
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| Ordinary Shares held by the | |||||||||
| Trustee of the Employee Trust and | Other Treasury Shares | Total Treasury Shares | |||||||
| Partnership and Matching Share Scheme | |||||||||
No. of shares | Consideration | Total | No. of shares | Consideration | Total | No. of shares | Consideration | Total | |
€ | €m | € | €m | € | €m | ||||
As at 1 March 2022 - restated | 2,256,622 | 8.2 | 9,025,000 | 29.7 | 11,281,622 | 37.9 | |||
| Shares acquired in the open | |||||||||
market - restated | 292,859 | 1.71 | 0.5 | - | - | - | 292,859 | 1.71 | 0.5 |
| Shares disposed of or transferred | |||||||||
to Participants - restated | (559,598) | 3.57 | (2.0) | - | - | - | (559,598) | 3.57 | (2.0) |
As at 28 February 2023 - restated | 1,989,883 | 6.7 | 9,025,000 | 29.7 | 11,014,883 | 36.4 |
2024 | 2023 Nominal value – Treasury Shares | ||||||
| No. of shares | |||||||
No. of shares | Nominal Value | Total | (Restated) | Nominal Value | Total | ||
€ | € | € | € | ||||
As at 1 March | 11,014,883 | 0.01 | 110,146 | 11,281,622 | 0.01 | 112,816 | |
Shares acquired in the open market | 386,630 | 0.01 | 3,866 | 292,589 | 0.01 | 2,926 | |
Shares disposed of or transferred to Participants | (198,714) | 0.01 | (1,987) | (559,598) | 0.01 | (5,596) | |
As at 29/28 February | 11, 202 ,79 9 | 0.01 | 112,025 | 11,014,883 | 0.01 | 110,14 | 6 |
26. SHARE CAPITAL AND RESERVES (continued)
257
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26. SHARE CAPITAL AND RESERVES (continued)
Notes forming part of the financial statements
(continued)
258
C&C Group plc
Annual Report 2024
2024 | 2023 | |
€m | €m | |
Contracted | 6.3 | 5.3 |
Not contracted | 17.7 | 13.7 |
24.0 | 19.0 |
| 2024 | |||||||
| Barley & | |||||||
Apples | Glass | Marketing | Sugar | Aluminium | Gas & Electricity | Total | |
€m | €m | €m | €m | €m | €m | €m | |
Payable in less than one year | 1.6 | 2.7 | 4.3 | 7.9 | 0.7 | 1.8 | 19.0 |
Payable between 1 and 5 years | 5.3 | - | 4.5 | - | - | - | 9.8 |
Payable greater than 5 years | 4.1 | - | - | - | - | - | 4.1 |
11.0 | 2.7 | 8.8 | 7.9 | 0.7 | 1.8 | 32.9 |
| 2023 | |||||||
| Barley & | |||||||
Apples | Glass | Marketing | Sugar** | Aluminium | Gas & Electricity | Total* | |
€m | €m | €m | €m | €m | €m | €m | |
Payable in less than one year | 3.1 | 3.0 | 3.5 | - | 0.4 | - | 10.0 |
Payable between 1 and 5 years | 3.4 | - | 4.5 | - | - | 0.2 | 8.1 |
Payable greater than 5 years | 6.7 | - | - | - | - | - | 6.7 |
13.2 | 3.0 | 8.0 | - | 0.4 | 0.2 | 24.8 |
259
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Joint ventures | Associates | |||
2024 | 2023 | 2024 | 2023 | |
€m | €m | €m | €m | |
Net revenue | 1.0 | 0.4 | 0.5 | 0.3 |
Trade & other receivables | 1.4 | 0.5 | - | - |
Purchases | 1.5 | 0.7 | 0.7 | 0.6 |
Trade & other payables | 0.1 | 0.1 | - | 0.1 |
Loans | 1.2 | 1.3 | 0.6 | 0.7 |
28. GUARANTEES AND CONTINGENCIES (continued)
Notes forming part of the financial statements
(continued)
260
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| 2023 | ||
| 2024 | (restated) | |
Number | Number | |
Number of individuals | 9 | 9 |
€m | €m | |
Salaries and other short-term employee benefits | 3.0 | 2.0 |
Post-employment benefits | 0.1 | 0.1 |
Equity settled share-based payment charge and related dividend accrual | 0.4 | 1.0 |
Pay in lieu of notice* | 0.7 | - |
Total | 4.2 | 3.1 |
2024 | 2023 | |
€m | €m | |
Dividend income | 363.1 | 219.9 |
Expenses paid on behalf of and recharged by subsidiary undertakings to the Company | (4.5) | (3.2) |
Equity settled share-based payments for employees of subsidiary undertakings | 1.4 | 2.1 |
Injection of cash funding and other movements with subsidiary undertakings | (25.9) | (52.8) |
29. RELATED PARTY TRANSACTIONS (continued)
261
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| Class of shares held as at 29 February 2024 | |||
Notes | Nature of business | (100% unless stated) | |
| Trading subsidiaries | |||
| Incorporated and registered in Republic of Ireland | |||
Bulmers Limited | (a) (l) | Cider | Ordinary |
C&C Financing DAC | (b) (l) (m) | Financing company | Ordinary |
C&C Group International Holdings Limited | (a) (l) (m) | Holding company | Ordinary & Convertible |
C&C Group Irish Holdings Limited | (a) (l) | Holding company | Ordinary |
C&C Group Sterling Holdings Limited | (b) (l) | Holding company | Ordinary |
C&C (Holdings) Limited | (a) (l) | Holding company | Ordinary |
C&C Management Services Limited | (a) (l) | Provision of management | 6% Cumulative Preference, |
| services | 5% Second Non-Cumulative | ||
| Preference & Ordinary Stock | |||
C&C Finco Limited | (b) (l) (m) | Financing company | Ordinary |
Cantrell & Cochrane Limited | (a) (l) | Holding company | Ordinary |
Latin American Holdings Limited | (b) (l) (k) | Holding company | Ordinary |
M&J Gleeson & Co Unlimited Company | (b) (l) | Wholesale of drinks | Ordinary |
M.& J. Gleeson (Investments) Limited | (b) (l) | Non-trading | Ordinary |
Tennent’s Beer Limited | (a) (l) | Beer | Ordinary |
| The Annerville Financing Company Unlimited | (a) (l) | Financing company | Ordinary |
| Company | |||
The Five Lamps Dublin Beer Company Limited | (b) (l) | Beer | Ordinary |
Wm. Magner Limited | (a) (l) | Cider | Ordinary |
Wm. Magner (Trading) Limited | (a) (l) | Financing company | Ordinary |
| Incorporated and registered in Northern Ireland | |||
C&C Holdings (NI) Limited | (c) | Holding company | Ordinary |
Gleeson N.I. Limited(c) | Wholesale of drinks | Ordinary | |
Tennent’s NI Limited | (c) | Cider and beer | Ordinary & 3.25% Cumulative |
| Preference | |||
| Incorporated and registered in England and Wales | |||
Bibendum Group Limited | (j) | Holding company | Ordinary |
Bibendum PLB (Topco) Limited | (i) | Holding company | Ordinary |
C&C Management Services (UK) Limited | (i) | Provision of management | Ordinary |
| services | |||
Magners GB Limited | (i) | Cider and beer | Ordinary |
Matthew Clark Bibendum (Holdings) Limited | (i) | Holding company | Ordinary |
Matthew Clark Bibendum Limited | (i) | Wholesale of drinks | Ordinary |
Bibendum Off Trade Limited | (j) | Wholesale of drinks | Ordinary |
The Orchard Pig Limited | (i) | Cider | Ordinary |
Walker & Wodehouse Wines Limited | (j) | Wine | Ordinary |
C&C IP UK Limited | (i) | Licensing activity | Ordinary |
The Wondering Wine Company Limited | (i) | Wine | Ordinary |
Notes forming part of the financial statements
(continued)
262
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| Class of shares held as at 29 February 2024 | |||
Notes | Nature of business | (100% unless stated) | |
| Incorporated and registered in Scotland | |||
Badaboom Limited | (d) | Marketing | Ordinary |
Macrocom (1018) Limited | (d) | Investment | Ordinary |
Tennent Caledonian Breweries UK Limited | (d) | Beer and cider | Ordinary |
Tennent Caledonian Breweries Wholesale Limited | (d) | Wholesale of drinks | Ordinary |
Wallaces Express Limited | (d) | Holding company | Ordinary |
Wellpark Financing Limited | (d) | Financing company | Ordinary |
| Incorporated and registered in Luxembourg | |||
C&C IP Sàrl | (e) | Licensing activity | Class A to J Units |
C&C IP (No. 2) Sàrl | (e) | Licensing activity | Class A to J Units |
C&C Luxembourg Sàrl | (e) | Holding and financing | Class A to J Units |
| company | |||
| Incorporated and registered Portugal | |||
| Frutíssima - Concentrados de Frutos da Cova da | (f) (k) | Ingredients | Ordinary |
| Beira, Lda | |||
Frontierlicious Limitada | (f) (k) | Orchard management | Ordinary |
Incredible Prosperity Limitada | (f) (k) | Orchard management | Ordinary |
| Incorporated and registered in Delaware, US | |||
Vermont Hard Cider Company Holdings, Inc. | (g) | Holding company | Common Stock |
Wm. Magner, Inc. | (g) | Cider | Common Stock |
| Non-trading subsidiaries | |||
Incorporated and registered in Republic of Ireland | |||
C&C Brands Limited | (a) (l) | Non-trading | Ordinary |
C&C Group Pension Trust Limited | (a) (l) | Non-trading | Ordinary |
C&C Profit Sharing Trustee Limited | (a) (l) | Non-trading | Ordinary |
Ciscan Net Limited | (a) (l) | Non-trading | Ordinary & A Ordinary |
Cravenby Limited | (a) (l) | Non-trading | Ordinary |
Dowd’s Lane Brewing Company Limited | (a) (l) | Non-trading | Ordinary |
Findlater (Wine Merchants) Limited | (a) (l) | Non-trading | Ordinary & A Ordinary |
Fruit of the Vine Limited | (a) (l) | Non-trading | Ordinary |
Gleeson Wines & Spirits Limited | (b) (l) (h) | Non-trading | Ordinary |
30. SUBSIDIARIES AND EQUITY ACCOUNTED INVESTMENTS (continued)
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30. SUBSIDIARIES AND EQUITY ACCOUNTED INVESTMENTS (continued)
| Class of shares held as at 29 February 2024 | |||
Notes | Nature of business | (100% unless stated) | |
Greensleeves Confectionery Limited | (b) (l) | Non-trading | Ordinary, 12% Cumulative |
| (h) | Convertible Redeemable | ||
| Preference & 3% Cumulative | |||
| Redeemable Convertible | |||
| Preference | |||
M&J Gleeson Nominees Limited | (b) (l) | Non-trading | Ordinary & Preference |
| M and J Gleeson (Manufacturing) Company | (b) (l) | Non-trading | Ordinary & Non-Voting Ordinary |
| Holdings Limited | |||
M and J Gleeson and Company Holdings Limited | (b) (l) | Non-trading | Ordinary |
Magners Irish Cider Limited | (a) (l) | Non-trading | Ordinary |
Sceptis Limited (in liquidation) | (a) (l) (h) | Non-trading | Ordinary |
Showerings (Ireland) Limited | (a) (l) | Non-trading | Ordinary |
Thwaites Limited | (a) (l) | Non-trading | A & B Ordinary |
| Tipperary Natural Mineral Water Company Holdings | (b) (l) (h) | Non-trading | Ordinary |
| Limited | |||
| Tipperary Natural Mineral Water (Sales) Holdings | (b) (l) | Non-trading | Ordinary |
| Limited | |||
Tipperary Pure Irish Water Unlimited Company | (a) (l) (h) | Non-trading | Ordinary |
| Incorporated and registered in Northern Ireland | |||
C&C Profit Sharing Trustee (NI) Limited | (c) | Non-trading | Ordinary |
Incorporated and registered in England and Wales | |||
A2 Contractors Limited | (i) (n) | Non-trading | Ordinary |
Bibendum Wine Limited | (j) (n) | Non-trading | Ordinary |
Gaymer Cider Company Limited | (i) | Non-trading | Ordinary |
Mixbury Drinks Limited | (i) (n) | Non-trading | Ordinary |
Notes forming part of the financial statements
(continued)
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Notes | Nature of business | Class of share held as at 29 February 2024 | |
| Joint venture | |||
Beck & Scott (Services) Limited (Northern Ireland) | (a) | Wholesale of drinks | Ordinary, 50% |
Drygate Brewing Company Limited (Scotland) | (c) | Brewing | B Ordinary, 49% |
The Irish Brewing Company Limited (Ireland) | (d) | Non-trading | Ordinar y, 45.61% |
| Associate | |||
Braxatorium Parcensis CVBA (Belgium) | (f) | Brewing | 33.33% |
Shanter Inns Limited (Scotland) | (g) | Public houses | Ordinary, 33% |
Whitewater Brewing Co. Limited (Northern Ireland) | (h) | Brewing | Ordinary, 25% |
| Financial asset | |||
Jubel Limited (England and Wales) | (i) | Brewing | Ordinar y, 8.4% |
Innis & Gunn Holdings Limited (Scotland) | (e) | Brewing | 8% |
Bramerton Condiments Limited (England & Wales) | (b) | Food and beverage | Ordinary, 0.5% |
30. SUBSIDIARIES AND EQUITY ACCOUNTED INVESTMENTS (continued)
265
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31. PRIOR YEAR RESTATEMENTS
In the year ended 29 February 2024, the Group restated the prior year financial information. The impact of these restatements is
summarised below:
Impact on the Consolidated Income Statement for the year ended 28 February 2023
2023 (previously published) | Adjustments | 2023 (restated) | |||||||
| Before | Exceptional | Before | Exceptional | Before | Exceptional | ||||
| exceptional | items | Total | exceptional | items | Total | exceptional | items | Total | |
| items | items | items | |||||||
€m | €m | €m | €m | €m | €m | €m | €m | €m | |
Revenue | 2,060.7 | - | 2,060.7 | 3.1 | - | 3.1 | 2,063.8 | - | 2,063.8 |
Excise duties | (371.7) | - | (371.7) | (5.9) | - | (5.9) | (37 7.6 ) | - | ( 37 7.6 ) |
Net revenue | 1,689.0 | - | 1,689.0 | (2.8) | - | (2.8) | 1,686.2 | - | 1,686.2 |
Operating costs | (1,604.9) | (0.2) | (1,605.1) | 1.3 | (12.2) | (10.9) | (1,603.6) | (12.4) | (1,616.0) |
Group operating profit | 84.1 | (0.2) | 83.9 | (1.5) | (12.2) | (13.7) | 82.6 | (12.4) | 70.2 |
Profit on disposal | - | 1.1 | 1.1 | - | - | - | - | 1.1 | 1.1 |
Finance income | - | 0.2 | 0.2 | - | - | - | - | 0.2 | 0.2 |
Finance expense | (17. 3 ) | (2.0) | (19.3) | 0.6 | (0.6) | - | (16.7) | (2.6) | (19.3) |
Profit before tax | 66.8 | (0.9) | 65.9 | (0.9) | (12.8) | (13.7) | 65.9 | (13.7) | 52.2 |
Income tax expense | (14.2) | 0.2 | (14.0) | (0.2) | 2.3 | 2.1 | (14.4) | 2.5 | (11.9) |
| Group profit for the financial | 52.6 | (0.7) | 51.9 | (1.1) | (10.5) | (11.6) | 51.5 | (11.2) | 40.3 |
| year | |||||||||
| Impact on basic earnings per | 13.3 | (3.0) | 10.3 | ||||||
| share (cent) | |||||||||
| Impact on diluted earnings per | 13.2 | (2.9) | 10.3 | ||||||
| share (cent) |
Impact on the Consolidated Income Statement for the year ended 28 February 2023 (extract)
The table below shows the impact of the prior year restatements on the Consolidated Income Statement.
| 2023 (as | Adjustments | 2023 (restated) | |
| published) | |||
€m | €m | €m | |
Group profit for the financial year | 51.9 | (11.6) | 40.3 |
Total comprehensive income for the financial year* | 37.7 | (11.6) | 26.1 |
* The table above includes only those financial statement line items which have been restated. The Total comprehensive income for the financial year does not therefore
represent the sum of the line items presented above.
Notes forming part of the financial statements
(continued)
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Impact on the Consolidated Balance Sheet as at 1 March 2022 (extract)
| 1 March 2022 | Adjustments | 1 March 2022 | |
| (previously | (restated) | ||
| published) | |||
€m | €m | €m | |
| Non-current assets | |||
Property, plant & equipment | 214.0 | 3.3 | 217.3 |
Deferred tax assets | 27.0 | 0.7 | 27.7 |
Total non-current assets* | 983.7 | 4.0 | 9 87.7 |
| Current assets | |||
Inventories | 168.2 | (8.5) | 159.7 |
Trade & other receivables | 186.3 | 1.1 | 187.4 |
Total current assets* | 485.0 | ( 7.4) | 47 7. 6 |
TOTAL ASSETS | 1,468.7 | (3.4) | 1,465.3 |
| EQUITY | |||
| Capital and reserves | |||
Treasury shares | (36.0) | (1.9) | (37. 9 ) |
Other reserves | 98.3 | 1.3 | 99.6 |
Retained income | 285.5 | (4.3) | 281.2 |
Total Equity* | 699.0 | (4.9) | 694.1 |
| LIABILITIES | |||
| Non-current liabilities | |||
Lease liabilities | 59.8 | 2.5 | 62.3 |
Deferred tax liabilities | 30.2 | 0.1 | 30.3 |
Total non-current liabilities* | 313.3 | 2.6 | 315.9 |
| Current liabilities | |||
Lease liabilities | 20.2 | 0.5 | 20.7 |
Trade & other payables | 386.1 | (2.6) | 383.5 |
Current income tax liabilities | 5.2 | 1.0 | 6.2 |
Total current liabilities* | 456.4 | (1.1) | 455.3 |
Total liabilities* | 769.7 | 1.5 | 771.2 |
TOTAL EQUITY & LIABILITIES | 1,468.7 | (3.4) | 1,465.3 |
* The table above includes only those financial statement line items which have been restated. The total non-current assets, current assets, equity, non-current liabilities, current
liabilities and total liabilities do not therefore represent the sum of the line items presented above.
31. PRIOR YEAR RESTATEMENTS (continued)
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31. PRIOR YEAR RESTATEMENTS (continued)
Impact on the Consolidated Balance Sheet as at 28 February 2023 (extract)
| 28 February 2023 | Adjustments | 28 February 2023 | |
| (previously | (restated) | ||
| published) | |||
€m | €m | €m | |
| Non-current assets | |||
Property, plant & equipment | 210.3 | 4.7 | 215.0 |
Goodwill & Intangibles | 645.5 | (1.4) | 6 4 4.1 |
Deferred tax assets | 25.0 | 1.3 | 26.3 |
Total non-current assets* | 9 67. 9 | 4.6 | 972.5 |
| Current assets | |||
Inventories | 174.9 | (12.2) | 162.7 |
Trade & other receivables | 164.1 | (0.7) | 163.4 |
Current income tax assets | 0.7 | 0.3 | 1.0 |
Total current assets* | 455.0 | (12.6) | 442.4 |
TOTAL ASSETS | 1,422.9 | (8.0) | 1,414.9 |
| EQUITY | |||
| Capital and reserves | |||
Treasury shares | (34.1) | (2.3) | (36.4) |
Other reserves | 80.3 | 0.8 | 81.1 |
Retained income | 341.8 | (15.6) | 326.2 |
Total Equity* | 739.2 | (17.1) | 722.1 |
| LIABILITIES | |||
| Non-current liabilities | |||
Provisions | 4.9 | 10.4 | 15.3 |
Lease liabilities | 57.1 | 3.2 | 60.3 |
Deferred tax liabilities | 34.2 | 0.5 | 34.7 |
Total non-current liabilities* | 196.2 | 14.1 | 210.3 |
| Current liabilities | |||
Lease liabilities | 16.7 | (0.4) | 16.3 |
Trade & other payables | 370.7 | (5.9) | 364.8 |
Provisions | 5.4 | 1.8 | 7. 2 |
Current income tax liabilities | 0.5 | (0.5) | - |
Total current liabilities* | 4 87.5 | (5.0) | 482.5 |
Total liabilities* | 683.7 | 9.1 | 692.8 |
TOTAL EQUITY & LIABILITIES | 1,422.9 | (8.0) | 1,414.9 |
* The table above includes only those financial statement line items which have been restated. The total non-current assets, current assets, equity, non-current liabilities, current
liabilities and total liabilities do not therefore represent the sum of the line items presented above.
Notes forming part of the financial statements
(continued)
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Adjustments in respect of the Group
As noted earlier in this report, the Group has identified a number of accounting errors which have resulted in the restatement of results
for the 1 March 2022 (FY2022) Consolidated Balance Sheet and 28 February 2023 (FY2023) reporting periods. These errors arose from
mistakes and errors of judgement and an explanation of the individual items is given below:
(i) Property, plant and equipment (PPE) was understated by €3.3m at FY2022, of which €3.1m was in respect of leases for plant,
machinery and equipment not capitalised correctly in accordance with IFRS 16. An additional €0.2m related to reclassification of pallets
in Clonmel previously incorrectly recognised in inventory. At FY2023, PPE balances were understated by a cumulative €4.7m, of which
€3.3m related to the leases and pallets noted previously for FY2022 and a further €1.4m arose from capitalised software costs that
were misclassified as goodwill and intangibles. Accordingly, the goodwill and intangibles balances were previously overstated by an
equivalent amount at FY2023.
(ii) Inventory at the Group’s Clonmel site was overstated cumulatively by €12.2m at FY2023 (FY2022: €8.5m). This overstatement arose
from accounting errors and existence related issues in respect of cider concentrate, raw materials for use in cider production and
pallets of €11.1m at FY2023 (FY2022: €8.5m) and the incorrect accounting treatment applied to inventory of branded glassware of
€1.1m in FY2023 (FY2022: nil).
(iii) Trade and other receivable balances were understated by €1.1m at FY2022 due to incorrect accounting treatment applied to supplier
incentive bonus payments. In FY2023, this balance was overstated by a net €0.7m which is comprised of the €1.1m understatement
from FY2022, offset by an overstatement of prepayments, debtors and other receivables of €1.8m. In FY2023, this balance was
overstated by a net €0.7m which is comprised of the €1.1m understatement from FY2022, offset by an overstatement of prepayments,
debtors and other receivables of €1.8m.
(iv) The Group’s Partnership and Matching Share Schemes in respect of UK and ROI employees were incorrectly accounted for as
cash-settled schemes, whereas they should have been accounted for as equity settled schemes. This resulted in an understatement
of Treasury shares of €2.3m at FY2023 (FY2022: €1.9m) and an understatement of other reserves of €0.8m (FY2022: €1.3m). The
Retained income impact in FY2023 was €1.5m (FY2022: €0.6m).
(v) Lease liabilities were understated by €3.0m at FY2022 (non-current: €2.5m and current: €0.5m) and €2.8m at FY2023 (non-current:
€3.2m offset by an overstatement in current: €0.4m) following the incorrect accounting treatment adopted in respect of the lease
contracts. The Income Statement impact for FY2023 was €0.2m (FY2022: nil).
(vi) Trade and other payable balances were overstated by €5.9m in FY2023 (FY2022: €2.6m). These overstatements resulted from errors of
judgement applied in respect of accounting for goods received not invoiced (GRNI), customer discount liabilities, deferred income and
other general accruals.
(vii) Provisions were understated in FY2023 by €12.2m (FY2022: nil) due to onerous contracts in respect of the Group’s suppliers of apples
for use in cider production not being recognised in the appropriate accounting period (non-current: €10.4m and current: €1.8m).
(viii) Revenue was understated in FY2023 by €3.1m due to the incorrect timing of release of customer discount liabilities.
(ix) Excise duties were understated by €5.9m in FY2023. This comprises a reclassification of duty charges, incorrectly included within
operating costs, of €8.2m, offset by an over accrual of €2.3m.
(x) The tax impact of these adjustments at FY2023 was a credit of €2.1m. Included within this is a €1.5m credit and a reclassification of
€0.6m to Finance expense. Deferred tax assets were understated by €1.3m at FY2023 (FY2022: €0.7m). Deferred tax liabilities were
understated by €0.5m at FY2023 (FY2022: €0.1m). Current income tax assets were understated by €0.3m at FY2023 (FY2022: nil) and
Current income tax liabilities were understated by €0.5m at FY2023 (FY2022: €1.0m).
(xi) The cumulative retained income impact of these adjustments resulted in a charge to the opening retained income position of €4.3m
in FY2022 and a cumulative charge to retained income of €15.6m in FY2023. The impact on the consolidated Income Statement was
€11.6m offset by €0.3m net recorded directly in Retained income.
31. PRIOR YEAR RESTATEMENTS (continued)
269
Governance Report
Strategic Report Financial Statements Additional Information
31. PRIOR YEAR RESTATEMENTS (continued)
Adjustments in respect of the Company
In the year ended 29 February 2024, the Company restated the prior year financial information. The impact of these restatements is
summarised below:
Impact on the Company Balance Sheet as at 28 February 2023 (extract)
| 28 February 2023 | Adjustments (iii) | 28 February 2023 | |
| (previously | (restated) | ||
| published) | |||
€m | €m | €m | |
| Non-current assets | |||
Financial assets | 1,158.6 | 0.6 | 1,159. 2 |
Total non-current assets* | 1,158.6 | 0.6 | 1,159. 2 |
| Current assets | |||
Trade & other receivables | 285.1 | (0.6) | 284.5 |
Total current assets* | 285.3 | (0.6) | 284.7 |
TOTAL ASSETS | 1,443.9 | - | 1,443.9 |
| EQUITY | |||
| Capital and reserves | |||
Treasury Shares | - | (2.3) | (2.3) |
Other Reserves | 5.1 | 0.8 | 5.9 |
Retained income | 231.8 | 1.8 | 233.6 |
Total Equity* | 1,289.1 | 0.3 | 1,289.4 |
| LIABILITIES | |||
| Non-current liabilities | |||
Interest bearing loans & borrowings | 100.0 | (0.3) | 99.7 |
Total non-current liabilities* | 100.0 | (0.3) | 99.7 |
Total liabilities* | 154.8 | (0.3) | 154.5 |
TOTAL EQUITY & LIABILITIES | 1,443.9 | - | 1,443.9 |
* The table above includes only those financial statement line items which have been restated. The total non-current assets, current assets, equity, non-current liabilities and total
liabilities do not therefore represent the sum of the line items presented above.
Notes forming part of the financial statements
(continued)
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Annual Report 2024
31. PRIOR YEAR RESTATEMENTS (continued)
Adjustments
During the current financial year the Company has identified a number of accounting errors which have resulted in the restatement of
results for the FY2023 reporting period. These errors arose from accounting mistakes and errors of judgement and an explanation of the
individual items is given below:
(i) The Group’s Partnership and Matching Share Schemes in respect of UK and ROI employees were incorrectly accounted for as cash-
settled schemes, whereas they should have been accounted for as equity settled schemes. This resulted in adjustments in FY2023
of a €2.3m debit (FY2022: €1.9m debit) to correct the Treasury Share Reserve, €0.6m debit (FY2022: €0.3m debit) in Investments in
Subsidiary as a result of capital contributions in respect of these equity settled awards and a €1.4m credit (FY2022: €1.3m credit) to
correct the understatement of the Other Reserve. Retained earnings were credited €0.9m in respect of 1 March 2022 and operating
costs were credited €0.6m in respect of FY2023.
(ii) The Group’s Long Term Incentive Plan accounted for as equity settled schemes are subject to performance conditions. The FY2023
Other Reserve was restated to correct the component of these awards where the relevant performance condition was not achieved.
This resulted in a €0.6m debit to Other Reserve and a credit to Trade & Other Receivables by an equivalent amount.
(iii) Capitalised advisory fees related to the issue of US Private Placement debt in previous periods were understated by €0.3m following
errors made in the underlying amortisation calculations. This correction resulted in a €0.3m credit to profit and loss account in FY2023
and a debit to Interest Bearing Loans & Borrowings (non-current) by an equivalent amount.
32. POST BALANCE SHEET EVENTS
On 7 June 2024, the Group’s Chief Executive Officer, Patrick McMahon, stepped down from the Board and Ralph Findlay, Chair of the
Board was appointed to the role with immediate effect.
The Group has commenced its previously announced share buyback programme and from 1 March 2024 to 21 June 2024 has purchased
7,653,323 shares in the open market at an average price of €190.16 cent per share, with the total buyback therefore amounting to €14.6m.
33. APPROVAL OF FINANCIAL STATEMENTS
These financial statements were approved by the Directors on 27 June 2024.
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Strategic Report Financial Statements Additional Information
Adjusted earnings Profit for the year attributable to equity Shareholders as adjusted for exceptional items
CGU Cash generating unit
CODM Chief Operating Decision-Maker
Company C&C Group plc
Constant Currency Prior year revenue, net revenue and operating profit for each of the Group’s reporting segments is
restated to constant exchange rates for transactions by subsidiary undertakings in currencies other
than their functional currency and for translation in relation to the Group’s non-Euro denominated
subsidiaries by revaluing the prior year figures using the current year average foreign currency rates
DBT Deferred Bonus Plan
DWT Dividend Withholding Tax
EBITDA Earnings before Interest, Tax, Depreciation and Amortisation charges excluding the Group’s share
of equity accounted investments’ profit/(loss) after tax
Adjusted EBITDA EBITDA as adjusted for exceptional items
EBIT Earnings before Interest and Tax
Adjusted EBIT EBIT as adjusted for exceptional items
Effective tax rate (%) Income and deferred tax charges relating to continuing activities before the tax impact of
exceptional items calculated as a percentage of profit before tax for continuing activities before
exceptional items and excluding the Group’s share of equity accounted investments’ profit/(loss)
after tax
EPS Earnings per share
EU European Union
Exceptional Material items of income and expense within the Group results for the year which by virtue of their
size or nature, and are non-recurring, are disclosed in the Income Statement and related notes as
exceptional items
ESOS Executive Share Option Scheme
Export Sales in territories outside of Ireland, Great Britain and North America
Free Cash Flow Free Cash Flow is a measure that comprises cash flow from operating activities net of capital
investment cash outflows which form part of investing activities. Free Cash Flow highlights the
underlying cash generating performance of the ongoing business
FRS 101 Financial Reporting Standard 101 Reduced Disclosure Framework
Functional currency The currency of the primary economic environment in which the entity operates. The consolidated
financial statements are presented in Euro, which is the presentation currency of the Group and
both the presentation and functional currency of the Company
GB Great Britain (i.e. England, Wales and Scotland).
For the purposes of segmental reporting, GB includes all sales executed and managed outside the
Island of Ireland.
Group C&C Group plc and its subsidiaries
HL Hectolitre (100 Litres)
kHL = kilo hectolitre (100,000 litres)
mHL = millions of hectolitres (100 million litres)
IAS International Accounting Standards
IASB International Accounting Standards Board
IFRIC International Financial Reporting Interpretations Committee
IFRS International Financial Reporting Standards as adopted by the EU
Financial Definitions
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C&C Group plc
Annual Report 2024
Interest cover Calculated by dividing the Group’s EBITDA excluding exceptional items and discontinued activities
by the Group’s interest expense, excluding IFRS 16 Leases finance charges, issue cost write-offs,
fair value movements with respect to derivative financial instruments and unwind of discounts on
provisions, for the same period
LAD Long Alcoholic Drinks
Liquidity Liquidity is defined as cash plus undrawn amounts under the Group’s revolving credit facility
LTIP Long-Term Incentive Plan
Net debt Net debt comprises borrowings (net of issue costs) less cash plus lease liabilities capitalised under
IFRS 16 Leases
Net debt/EBITDA A measurement of leverage, calculated as the Group’s Net debt divided by its EBITDA excluding
exceptional items and discontinued activities. The net debt to EBITDA ratio is a debt ratio that
shows how many years it would take for the Group to pay back its debt if net debt and EBITDA are
held constant
Net revenue Net revenue is defined by the Group as revenue less excise duty. The duty number disclosed
represents the cash cost of duty paid on the Group’s products. Where goods are bought duty
paid and subsequently sold, the duty element is not included in the duty line but within the cost of
goods sold. Net revenue therefore excludes duty relating to the brewing and packaging of certain
products. Excise duties, which represent a significant proportion of revenue, are set by external
regulators over which the Group has no control and are generally passed on to the consumer
NI Northern Ireland
Non-controlling interest Non-controlling interest is the share of ownership in a subsidiary entity that is not owned by the
Group
OECD Organization for Economic Cooperation and Development
Off-trade All venues where drinks are sold for off-premise consumption including shops, supermarkets and
cash & carry outlets selling alcohol for consumption off the premises
On-trade All venues where drinks are sold at retail for on-premise consumption including pubs, hotels and
clubs selling alcohol for consumption on the premises
Operating profit Profit earned from the Group’s core business operations before net financing and income tax costs
and excluding the Group’s share of equity accounted investments’ profit/(loss) after tax. In line with
the Group’s accounting policies certain items of income and expense are separately classified as
exceptional items on the face of the Income Statement
Operating margin Operating margin is based on operating profit before exceptional items and is calculated as a
percentage of net revenue
PPE Property, plant & equipment
PS IFRS Practice Statement 2 Making Materiality Judgements
Revenue Revenue comprises the fair value of goods supplied to external customers exclusive of
intercompany sales and value added tax, after allowing for discounts, rebates, allowances for
customer loyalty and other pricing related allowances and incentives
ROI Republic of Ireland
TRG Transition Resource Group
TSR Total Shareholder Return
UK United Kingdom (Great Britain and Northern Ireland)
US United States of America
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Strategic Report Financial Statements Additional Information
Additional
Information
275 Shareholder and Other Information
274
C&C Group plc
Annual Report 2024
C&C Group plc is an Irish registered company (registered number:
383466). Its ordinary shares are quoted on the London Stock
Exchange (ISIN: IE00B010DT83 SEDOL: B010DT8).
The authorised share capital of the Company at 29 February 2024
was ordinary 800,000,000 ordinary shares at €0.01 each. The
issued share capital at 29 February 2024 was 402,708,890 ordinary
shares of €0.01 each.
Euroclear Bank
Following the migration in March 2021 of securities settlement in the
securities of Irish registered companies listed on the London Stock
Exchange (such as the Company) and/or Euronext Dublin from the
CREST settlement system to the replacement system, Euroclear
Bank, the Company’s shares are held and transferred in certificated
form (that is, represented by a share certificate) or in electronic form
indirectly through the Euroclear System or through CREST in CDI
(CREST Depository Interest) form. Shareholders have the choice
of holding their shares in electronic form or in the form of share
certificates. Shareholders should consult their stockbroker if they
wish to hold their shares in electronic form.
SHARE PRICE DATA 2024 2023
Share price at year end £1.43 £1.49
2024 2023
No of Shares in issue at year end 402,708,890 4 02, 0 07, 212
Market capitalisation 29/28 February £576m £599m
Share price movement during the financial year
– high £1.59 £ 2.16
– low £1.23 £1.44
Dividend Payments
The Company may, by ordinary resolution declare dividends in
accordance with the respective rights of Shareholders, but no
dividend shall exceed the amount recommended by the Directors.
The Directors may also declare and pay interim dividends if they
believe they are justified by the profits of the Company available for
distribution.
Subject to Shareholder approval at the 2024 Annual General
Meeting, the Directors have proposed a final dividend of 3.97 cents
per share to be paid on 23 August 2024 to ordinary Shareholders
registered at the close of business on 19 July 2024. An interim
dividend was paid of 1.89 cents per share; therefore, the Group’s full
year dividend will amount to 5.86 cents per share. There is no scrip
dividend alternative proposed.
Shareholder and Other Information
Dividend Withholding Tax (‘DWT’) must be deducted from dividends
paid by an Irish resident company, unless a Shareholder is entitled
to an exemption and has submitted a properly completed exemption
form to the Company’s Registrar. DWT applies to dividends paid
by way of cash or by way of shares under a scrip dividend scheme
and is deducted at the standard rate of income tax (currently 20%).
Non-resident Shareholders and certain Irish companies, trusts,
pension schemes, investment undertakings, companies resident
in any member state of the European Union and charities may be
entitled to claim exemption from DWT. DWT exemption forms may
be obtained from the Irish Revenue Commissioners website: http://
www.revenue.ie/en/tax/dwt/forms/index.html. Shareholders should
note that DWT will be deducted from dividends in cases where a
properly completed exemption form has not been received by the
relevant record date. Shareholders who wish to have their dividend
paid direct to a bank account, by electronic funds transfer, should
contact Link Registrars to obtain a mandate form. Tax vouchers
will be sent to the Shareholder’s registered address under this
arrangement.
Dematerialisation
There is a requirement in the Central Securities Depositories
Regulations (‘CSDR’) that all newly issued securities of quoted
companies admitted to trading in the EU hold all shares through a
CSD from 1 January 2023 and all existing transferrable securities
of quoted companies admitted to trading in the EU must be
represented in book entry from 1 January 2025. Therefore, by 1
January 2025, all of the Company’s securities need to be held
electronically.
While over 95% of the Company’s shares are currently held
electronically through Euroclear, the remaining shares are held
by certificated shareholders. From 1 January 2025 these share
certificates will cease to represent legal title and instead your shares
will be represented by book entry on the Register of Members. Your
shareholding has not changed and you retain ownership of your
shares, it’s simply that legal title is now represented by entry on the
Register of Members rather than in physical paper form.
Further information can be found on the Company’s website at
https://candcgroupplc.com/shareholder-centre/
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Strategic Report Financial Statements Additional Information
Holders through Euroclear Bank
Investors who hold their shares via Euroclear Bank or (in CDI form)
through CREST will automatically receive dividends in Euro unless
they elect otherwise.
Certificated Shareholders
Shareholders who hold their shares in certificated form will
automatically receive dividends in Euro with the following
exceptions:
• Shareholders with an address in the United Kingdom (UK) will
automatically receive dividends in Sterling,
• Shareholders who had previously elected to receive dividends
in a particular currency will continue to receive dividends in that
currency.
Shareholders who wish to receive dividends in a currency other
than that which will be automatically used should contact the
Company’s Registrar.
E-Communication
In order to promote a more cost effective and environmentally
friendly approach, the Company provides the Annual Report
electronically to Shareholders via the Group’s website and only
sends a printed copy to those who specifically request one.
Shareholders who wish to alter the method by which they receive
communications should contact the Company’s Registrar. All
Shareholders will continue to receive printed proxy forms, dividend
documentation, Shareholder circulars, and, where the Company
deems it appropriate, other documentation by post.
Company Secretary and Registered Office
Mark Chilton,
C&C Group plc
Bulmers House, Keeper Road, Crumlin, Dublin 12, D12 K702
Tel: +353 1 506 3900
Registrars
Shareholders with queries concerning their holdings, dividend
information or administrative matters should contact the Company’s
Registrars:
Link Registrars Limited (trading as LinkGroup)
P.O. Box 7117, Dublin 2.(if delivered by post) or;
Suite 149, The Capel Building, Mary’s Abbey, Dublin 7, D07 DP79,
Ireland.(if delivered by hand)
Tel: +353 1 553 0050
Fax: +353 1 224 0700
Email: enquiries@linkgroup.ie
Website: www.linkgroup.eu
Investor Relations
FTI Consulting
10 Merrion Square, Dublin 2, D02 DW94
Principal Bankers
ABN Amro Bank
Allied Irish Bank
Bank of Ireland
Bank of Scotland
Barclays Bank
HSBC
Rabobank
Solicitors
McCann FitzGerald
Riverside One, Sir John Rogerson’s Quay, Dublin 2, D02 X576
Stockbrokers
Davy
Davy House, 49 Dawson Street, Dublin 2, D02 PY05
Barclays Bank plc
5 The North Colonnade, Canary Wharf, London E14 4BB
Numis Securities Limited
10 Paternoster Square, London, EC4M 7LT
Auditor
Ernst & Young Chartered Accountants
Harcourt Centre, Harcourt Street, Dublin 2, D02 YA40.
Website
Further information on C&C Group plc is available at
www.candcgroupplc.com
Shareholder and Other Information
(continued)
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C&C Group plc
Annual Report 2024
sourcedesign.ie
278
C&C Group plc
Annual Report 2024
www.candcgroupplc.com