Annual Report & Accounts 2021
Domino’s Pizza Group plc Annual Report & Accounts 2021
WE GOT
THIS
GOVERNANCE
72 Board of Directors
76 Chair’s introduction to
Corporate Governance
78 Corporate Governance
86 Nomination & Governance
Committee report
88 Audit Committee report
96 Directors’ remuneration report
119 Directors’ report
123 Statement of Directors’
responsibilities
FINANCIAL STATEMENTS
126 Independent Auditor’s report
134 Group income statement
135 Group statement of
comprehensive income
136 Group balance sheet
138 Group statement of changes
in equity
139 Group cash flow statement
141 Notes to the Group financial
statements
191 Company balance sheet
192 Company statement of
changes in equity
193 Notes to the Company
financial statements
199 Five-year financial summary
200 Shareholder information
STRATEGIC REPORT
08 Chief Executive Officer’s review
14 Purpose, vision and values
16 Business model
18 Strategic priorities
20 Strategy in action
30 Market context
32 Key performance indicators
34 Section 172 of the Companies
Act 2006
36 Engaging with our stakeholders
and workforce
38 Sustainability
52 Financial review
58 Risk management
59 Principal risks and uncertainties
69 Viability statement
OVERVIEW
01 Highlights
02 Investment case
04 Chair’s statement
We are part of the global Domino’s system; the biggest
pizza delivery operator in the world. We hold the
exclusive master franchise rights in the UK & Ireland
under long-term agreements with Domino’s Pizza
International Franchising Inc., the international
arm of Domino’s Pizza Inc which is listed on
the New York Stock Exchange and which
owns the Domino’s brand across the
globe. Our core business is in the UK
& Ireland, where we have a clear
number one market share.
See more online at
https://investors.dominos.co.uk
WE GOT
THIS
£1,499.1m
UK & Ireland system sales¹
19
20
£1,499.1m
£1,210.9m
£1,348.4m
21
£119.9m
Underlying EBIT³
20
£119.9m
£109.0m£105.3m
2119
£78.3m
Statutory profit for the year
£78.3m
£2.8m
20
£39.7m
21
10.9%
UK & Ireland like-for-like system sales growth²
19 20
10.3%
3.7%
10.9%
21
£199.7m
Net debt
4
£199.7m
£232.6m
19 20
£171.8m
21
UK
£1,426.3m
Ireland
£72.8m
System sales
UK Franchised
1,137
UK Corporate
35
Ireland
Franchised
55
UK & Ireland stores
19
£80m
Share buybacks
£80m
£16m
20
£0m
21
20
19
11.0%
Reported revenue
£505.1m£508.3m
£560.8m
19 20 21
£24.0k
UK mature stores average weekly unit sales
£24.0k
£20.2k
19 20
£22.0k
21
9.80p
Dividends per share
9.80p
9.10p
9.76p
20
19
21
1. System sales represent the sum of all
sales made by both franchised and
corporate stores in the UK & Ireland.
2. Like-for-like excluding splits system
sales performance is calculated against
a comparable 52 week period in the prior
year for mature stores which were not in
territories split in the year or comparable
period. Mature stores are defined as
those opened prior to 29 December 2019.
3. Underlying performance measures
are defined as statutory performance
measures excluding amounts relating
to discontinued operations and non-
underlying items. Non-underlying items
are defined as being items that are
significant in size, unusual or infrequent
in nature, and are disclosed separately
as non-underlying items in the notes to
the accounts. See note 7 on page 160
for more information.
Use of non-GAAP measures: in addition to
performance measures directly observable
in the Group Financial Statements (IFRS
measures), additional financial measures
(described as non-GAAP) are presented
that are used internally by management
as key measures to assess performance.
Non-GAAP measures are either not
defined under IFRS or are adjusted IFRS
figures. Further explanation in relation to
these measures can be found on pages
143 and 153, and reconciliations to IFRS
figures, where they have been adjusted,
are on pages 154 to 156.
4. A breakdown of Net Debt is presented
in note 25 on page 180.
HIGHLIGHTS
2021 KEY FINANCIALS
STRATEGIC REPORT
GOVERNANCEOVERVIEW FINANCIAL STATEMENTS
Annual Report & Accounts 2021 01
INVESTMENT CASE
WORLD CLASS BRAND
We strive to be the favourite food delivery and collection brand
in the UK and Ireland, driven by investment in our national brand
and social media campaigns, to drive sales, brand awareness and
customer engagement. We are the leading pizza delivery brand
in attractive and growing segments of the market in the UK.
Our network of franchisees have exceptionally strong operational
expertise and experience and are passionate about our brand. We
came together with our franchisees to manage the effects of Covid-19
and have demonstrated the strength of the Domino’s system. We have
reached a resolution with our franchisees which heralds a new era of
collaboration and will now work together to accelerate the growth of
the system.
See our market context
See page 30
See our S172 statement
See page 34
EXPERIENCED FRANCHISEES
#1
for pizza brand
awareness in
the UK
25.9
mins average
delivery time
WE ARE TRANSFORMING
THE GROUP INTO A
HIGH GROWTH, HIGH
QUALITY, WORLD
CLASS FRANCHISOR
We have a strong investment case, building on our core strengths:
Domino’s Pizza Group plc02
DYNAMIC AND RESPONSIVE BUSINESS MODEL
EXCEPTIONAL SUPPLY CHAIN
We operate a digitally driven and responsive business model, combining
our Group-owned corporate stores with our franchisee stores network. We
have accelerated our evolution to a truly digital business; adapting rapidly
to meet the surge in online and app growth, reflecting the rapid change
in consumer preference and engagement across the market. Our model
is unique in that we offer delivery to our customers and are also focused
on turbo-charging the growth of our collection business.
Our world class supply chain is the backbone of the business, supplying fresh
pizza dough and ingredients to all our UK & Ireland stores, with our purchasing
scale and expertise benefiting franchisees. We are making further investment
in our supply and production facilities to support our system sales growth
with a relentless focus on product availability, quality and value.
See our business model
See page 16
See our business model
See page 16
See the financial review
See page 52
HIGHLY CASH GENERATIVE
We are a highly cash generative business, prioritising re-investment
of this cash into the core business to enhance returns and drive future
growth. We have embedded a cash-focused framework throughout
the Group, with a rigorous focus on improving our cash conversion and
capital allocation to enhance returns to shareholders. In the first year
of our capital allocation framework we returned £136m to shareholders
through dividends and buybacks.
99.9%
availability
96.4%
of UK delivery
sales made
online
£104.6m
free cash flow
STRATEGIC REPORT
GOVERNANCEOVERVIEW FINANCIAL STATEMENTS
Annual Report & Accounts 2021 03
CHAIR’S STATEMENT
LEADERSHIP CHANGES
Dominic has continued to strengthen
the Executive Leadership team with new
high calibre, experienced appointments
including Sarah Barron, Chief Marketing
Officer and Nicola Frampton, Operations
Director. Our Executive Leadership team
has been transformed under Dominic’s
leadership with enhanced skills, relevant
experience and has been pivotal in
delivering the first year of progress
under the new strategy.
Neil Smith, Chief Financial Officer ('CFO'),
left the Company in November. Neil made
a strong contribution to the business, and
I would like to personally thank him for
his tenacity and hard work throughout
the pandemic. The Board is undertaking
a rigorous search for a new CFO, and
we are delighted that David Surdeau,
a highly experienced individual, joined
us in November as our interim CFO.
OVERVIEW OF THE YEAR
I am pleased with the Company’s progress
in my first full year as Chair. Domino’s is
one of the world’s leading consumer brands
and there remains a significant opportunity
to build on the strengths of the system to
deliver sustainable long-term value for all
of our stakeholders.
The business has operated throughout
the year under various Covid-19 lockdown
restrictions, demonstrating an ability to
adapt to external market conditions and
deliver an impressive operational and
financial performance. The strength of
our supply chain, the commercial acumen
of our world-class franchisees and sheer
dedication of our colleagues has once
again shone through in a challenging year.
We have continued to consider carefully
all our stakeholders in our decision
making and ensuring that we are doing
the right thing has been a key focus of the
Board. As with last year, this has meant
doing everything we can to take care
of our people, working closely with our
franchisee partners and supporting them,
collaborating closely with suppliers, giving
back to our communities and acting in
shareholders’ long-term interests.
At the Annual General Meeting in May,
Colin Halpern will step down from the
Board, having founded Domino’s in the UK
and Ireland in 1993. It is thanks to his vision
that the Company is as strong as it is today,
and he leaves us with the gratitude of all of
us in the business. Kevin Higgins stepped
down from the Board in September when
his term expired, and I would like to thank
him for his contribution.
Stella David was appointed as a non-
executive Director in February and she
is an excellent addition to the Board.
I would like to thank our
colleagues and franchisees for
the outstanding results they
have delivered this year.
Matt Shattock
Chair
For the introduction
to Governance
See page 76
For Business model
See page 16
Domino’s Pizza Group plc04
SIGNIFICANT EVENTS
FROM THE YEAR
STRATEGIC PROGRESS, RESOLUTION
WITH OUR FRANCHISEES AND
CAPITAL ALLOCATION FRAMEWORK
The Board had three clear priorities for this
year: firstly, to help support and guide the
business and its key stakeholders through
the unprecedented backdrop of Covid-19;
secondly to support the Executive
Leadership team as they sought to build a
productive, mutually beneficial long-term
relationship with our franchisee partners;
and thirdly to work with Dominic and the
leaders of the business in formulating the
future growth strategy for the Group.
Delivering a better future through food
people love is our purpose, with a vision
to be the favourite food delivery and
collection brand with pizza at our heart.
Our purpose guides everything we do as
a Company in the interests of all of our
stakeholders. The business traded well
through the unprecedented backdrop
of Covid-19; and in March we launched
our strategy with five core pillars which
underpin what we do and how we do it.
You can read more on how we operated
and traded through Covid-19 and the
strategic progress we have delivered in
Dominic’s report on page 8.
We finished the year with a resolution with
our franchisee partners which heralds a
new era of collaboration and allows us all
to align and accelerate the growth of the
system. I would like to personally thank
our franchisee partners and Dominic and
his team for the effort and professionalism
which they displayed as we reached a
resolution on an impasse which has held
back the growth of the Domino’s system
in the UK. Importantly the resolution
has enabled the business to increase its
medium-term expectations, and we now
expect to achieve at least the upper end of
the previously announced targets of £1.6bn
- £1.9bn of system sales and exceed the
medium-term target of 200 new stores.
Our new capital allocation framework
was introduced in the year, which seeks
to amplify shareholder returns by our
effective use of capital. This is a highly
cash generative business, and our first
priority for this cash is to reinvest back
into the core business to enhance returns
and enable future growth. Total capital
investment in the business this year
was £14.3m.
The second pillar of our capital allocation
framework is a sustainable and progressive
dividend with earnings-per-share
cover of at least 2x. As a result, we are
recommending a final dividend for the year
of 6.8p which, combined with the interim
dividend of 3.0p, gives a 9.8p full year
dividend, an increase of 7.7% compared
to the prior year. In addition, as part of our
framework to return an annual allocation
of surplus cash to our shareholders we
returned £80m through share buybacks
in the year. As a result of cash generated
in FY21, we have announced a new share
buyback programme of £46m, which will
commence imminently.
We will continue to invest in the growth of
the business, and together with returns to
shareholders through both dividends and
buybacks, we believe this will support our
growth potential and maximise long-term
returns for shareholders.
Throughout the year, we have continued
the process of integrating sustainability in
how we run our business, linked directly to
our Purpose and Values. The Remuneration
Committee has amended the Directors’
Remuneration Policy so that part of the
annual bonus relates to achieving targets
linked to Sustainability. Last year we
published a sustainability report which
aligns with the Sustainability Accounting
Standards Board’s reporting standards, and
we have enhanced our reporting against
the requirements of the Task Force on
Climate-Related Financial Disclosures.
We have also established science-
based emission reduction targets which
have been submitted to SBTi for formal
validation. We have made good progress,
but we recognise that we are on a
journey. Further details are set out in our
sustainability report on pages 38 to 51.
THE YEAR AHEAD
Having reached a resolution with our
franchisee partners we are now well
placed to accelerate the growth of the
system. We have proved throughout the
Covid-19 pandemic that when we are
aligned and we collaborate, then all parties
benefit. The last couple of years have
shown we can adapt well to changes in
our external environment and we look
forward to the year ahead with confidence
and a clear plan to achieve our medium-
term targets.
Finally, I would like to offer once again
a sincere thanks to all our hardworking
colleagues, our franchisee partners,
our suppliers, our customers and
our shareholders, for your support
throughout the year.
Matt Shattock
Chair
7 March 2022
You can read more about our
approach to sustainability
See page 38
•
In March we launched our new strategy and capital allocation
framework. In our first year we have made strong strategic
progress and returned £136m to shareholders
•
We completed the exit of all our directly operated international
businesses, this now allows us to focus on the core UK and
Ireland business
•
The year finished with a resolution with our franchisees
which heralds a new era of collaboration and aligns
the whole system as we accelerate our
growth strategy
STRATEGIC REPORT
GOVERNANCEOVERVIEW FINANCIAL STATEMENTS
Annual Report & Accounts 2021 05
08 Chief Executive Officer’s review
14 Purpose, vision and values
16 Business model
18 Strategic priorities
20 Strategy in action
30 Market context
32 Key performance indicators
34 Section 172 of the Companies
Act 2006
36 Engaging with our
stakeholders and workforce
38 Sustainability
52 Financial review
58 Risk management
59 Principal risks & uncertainties
69 Viability statement
STRATEGIC
REPORT
WE GOT
THIS
06 Domino’s Pizza Group plc
STRATEGIC REPORT
GOVERNANCEOVERVIEW FINANCIAL STATEMENTS
07Annual Report & Accounts 2021
CHIEF EXECUTIVE OFFICER’S REVIEW
This was a transformational
year for Domino’s. Our
performance continues to
be strong, and we have made
significant progress against
our strategic plan.
Dominic Paul
Chief Executive
Officer
For the Financial review
See page 52
For Business model
See page 16
PERFORMANCE SUMMARY
I am pleased to report another year
of accelerating system sales growth,
increased profit, cash generation and
shareholder returns especially given
the challenging market conditions our
colleagues and franchisees faced. The
business has moved forward significantly,
under a transformed leadership team,
executing on a new strategy and reaching
a resolution with our franchisees,
fundamentally re-setting the relationship
and aligning the system for future growth.
Trading in the year was strong with
underlying profit before tax of £113.9m,
up 12.5% from the prior year. This
increase was driven by our teams and our
franchisees as we continue to deliver great
quality of service to our customers in a
safe manner. In the year we also received
a net benefit from lower Covid-19 related
costs and VAT of £3.8m (FY20: net cost
of £5.4m). Statutory profit after tax in the
year was £78.3m, up £38.6m on last year,
with growth in our core business and a
significant reduction in costs and charges
from our discontinued international
operations following the completion
of the disposal of operations in Norway,
Iceland, Sweden and Switzerland.
Free cash flow generated by the business
was £104.6m, an increase from £99.0m
last year reflecting the strong trading
performance. Net debt increased by
£27.9m from £171.8m at the start of
the year to £199.7m, after distributing
£136.0m to shareholders in the year.
Net debt/Underlying EBITDA leverage
increased from 1.46 at FY20 to 1.54
(excluding IFRS 16).
The continued strong cash performance
of the business means that in line with
our capital allocation framework we are
declaring a final dividend of 6.8p, which
when combined with the 3.0p interim
dividend paid earlier in the year, results
in a 7.7% increase compared to the prior
year. We have also announced a new
£46m share buyback, following on from
the total £80m programme announced
and completed in FY21.
RESOLUTION WITH FRANCHISEES
In December 2021, we announced a
resolution with our franchisees to unlock
the significant latent potential of the
Domino’s system and accelerate both near-
term and long-term growth. The resolution
unlocks an issue which had held us back
and means we have begun a new era of
collaboration in which the system can
realise its full potential.
Under the resolution, and consistent with
our growth plan, we will make strategic
investments in the system to improve
capabilities and drive system sales growth
primarily through order count. Specifically,
we have committed to:
•
one-time capital investment of
approximately £20m, spread over
three years, in digital acceleration,
personalisation, ecommerce app
development and in-store innovation to
enhance the customer experience and
drive top-line growth;
•
increased marketing investment to support
new national campaigns and promotions;
08 Domino’s Pizza Group plc
LIVING OUR VALUES
WE ARE
BOLD
WE DO THE
RIGHT THING
WE ARE
ONE TEAM
•
an enhanced food rebate mechanism
for franchisees to encourage order
growth, which is conditional on
franchisees meeting new store opening
targets and order count thresholds; and
•
an improved new store incentive scheme
to reward, encourage and accelerate
new store openings.
In return for our investments, franchisees
agreed to the following important
commitments, which also aim to drive
system sales growth through increased
order count:
•
a commitment to an enhanced schedule
of new store openings, equating to
at least 45 new stores to be opened
per annum over the next three years,
significantly ahead of levels achieved
in previous years;
•
a commitment to participate in new
national promotional deals focused on
both delivery and collection, in contrast
to a lack of national advertising and
promotions in recent years;
•
an agreement to prioritise, test, and
roll-out new technology and product
innovation (such as GPS tracking) and
to test new store formats, which would
bring the Domino’s Pizza Group (‘DPG’)
system in line with peer companies; and
•
support for changes by DPG aimed at
driving efficiency across the system.
The resolution will run for an initial period
of three years from 3 January 2022, and
we were immediately able to launch our
first national price promotional deal for
several years on 6 January 2022 with a
strong value message. The system is now
aligned and working on accelerating our
growth and so far, five stores have opened
in FY22 compared to one store opening in
the same period last year. We remain on
track to open at least 45 new stores this
year and have a strong pipeline building
for next year.
FIRST YEAR OF OUR
GROWTH STRATEGY
We launched our new growth strategy
in March 2021 with a vision to be the
favourite food delivery and collection
brand, with pizza at its heart. Domino’s is
a brand which is loved by customers and
pizza is the perfect delivery and collection
food. Our market share in the growing
and competitive UK takeaway market
increased from 6.5% in Q4 FY20 to 6.8%
in Q4 FY21. Our share of the UK collection
market is small, and we believe that we
have a significant opportunity to drive
incremental sales through this channel.
Domino’s made significant strategic
progress in the year and following the
resolution with our franchisees we were
able to update our medium-term targets.
We now expect to achieve at least the
upper end of the previously announced
targets of £1.6bn - £1.9bn of system sales
and exceed the medium-term target of
200 new stores. Our strategy to achieve
this is centred on five growth pillars.
1. Delivery: Nobody delivers
like Domino’s
Delivery is at the heart of our business and
is what we are best known for – we have
built a considerable following, with a brand
that people love, enabling us to hold a
leading position in the UK delivery market.
Delivery sales performed well in the year
whilst maintaining average delivery times
of around 25 minutes.
Our scale and depth of vertical integration
is a competitive advantage and in 2021
we were able to make excellent
strategic progress.
We launched our new app, which features
‘Group Ordering’ functionality and ‘Deal
Wizard’, and it has received excellent
customer feedback. App sales are now
42% of system sales, a 2.2ppt improvement
on 2020. This is important because app
customers have a greater lifetime value
and continue to provide a rich source of
data for the business.
Our focus for 2022 will be on starting work
on our next generation web platform which
will provide a personalised experience
for our customers. We will also focus on
new technology such as an upgraded GPS
tracking solution to improve the delivery
experience and harnessing the use of data.
Finally, we have plans for a step-change in
the personalisation and automation of our
CRM activity following the implementation
of an omni-channel customer engagement
programme ‘Braze’ in 2021.
Our aspiration is to raise the bar for the
rest of the market, accelerating our like-
for-like delivery orders, and reducing
the average delivery time for our
customers from the current
figure of around 25 minutes.
We now have the right strategy and a strong
senior team in place to continue to drive
the business forward. We remain focused on
accelerating the sustainable growth of our
system together, to deliver a better
future through food people love.
STRATEGIC REPORT
GOVERNANCEOVERVIEW FINANCIAL STATEMENTS
09Annual Report & Accounts 2021
CHIEF EXECUTIVE OFFICER’S REVIEW CONTINUED
and is further evidence that when the
system is aligned, we all benefit. We were
able to build on this momentum with the
launch of our first ever festive TV advert.
Our focus in 2022 will be on amplifying our
value message through national campaigns
and continuing our menu innovation.
We believe that this will be particularly
important in a year when consumers will
be experiencing cost of living increases.
We aim to attract new customers
through differentiated food innovation
and to increase order frequency through
innovation of our core menu. Our aspiration
is to become the undisputed #1 delivery
player in terms of Net Promotor Score,
and make sure that our customers feel
they are getting a good deal.
4. Performance: Uphold our
industry-leading economics for
both the Group and our franchisees
Our vertically integrated supply chain
is a key differentiator compared to the
wider market and brings us significant
competitive advantages. We can leverage
our scale to realise operational and
procurement-led efficiencies to help
mitigate inflationary pressures in the
market. We continue to collaborate closely
with key suppliers to ensure we have stock
cover at optimal times and to minimise
cost inflation where possible. We have
expanded our number of suppliers to
ensure we secure best value for money
for our system, along with providing
resilience across our supplier base.
Our world-class supply chain delivered
another year of exceptional operational
performance in a year of continued
lockdown restrictions and well
documented labour availability constraints.
Across the year we maintained 99.9%
availability and 99.8% accuracy which is
testament to the skill and hard work of
our colleagues in the supply chain. In line
with our capital allocation framework, we
will continue to invest in our supply chain
to enhance capacity, drive efficiency and
maintain availability for our customers.
We were pleased to open our third UK
supply chain centre in Cambuslang in
Scotland, in the first half of the year, with
the capacity to support 150 stores, and
introduced efficiencies such as routing
and driver performance software to
maintain and improve our performance.
Our focus in 2022 will be on driving
operational efficiencies to benefit our
franchisees’ profitability, rolling out
cages & dollies across the system and
continuing to innovate for the benefit
of all stakeholders.
2. Collection: Turbocharge
our collection business
Collection represents the most efficient
labour channel, with delivery effectively
outsourced to the customer. This is
particularly important in an environment
where there are pressures on labour
availability and wage inflation. Covid-19 and
the associated restrictions dampened the
collection market significantly at the start of
the year but, as restrictions eased, collection
volumes recovered well. At the half year
volumes had recovered to 78% of 2019 levels
and by the end of the year they were 87%.
Another lever to drive incremental sales is
‘In Car Collection’ a service we launched
this year and had been rolled out to 422
stores by the end of the year. We are
aiming to roll it out to c.500 stores by the
end of 2022. Customer feedback has been
excellent, and we will continue to promote
awareness of this new channel.
Our focus in 2022 will be on raising
awareness of the collection channel,
primarily through promotion in national
campaigns. We continue to see a
significant opportunity to drive an increase
in collections to accelerate our growth.
Our aspiration is to grow our collection
business faster than delivery and double
our market share in the UK collection
market over the medium term.
3. Product & value: Amplify
our product quality and value
Our customers love our product, and we
see a great opportunity to re-ignite product
innovation further to stay ahead of our
competitors. Our ‘Value for money’ scores
improved in the year, giving clear evidence
of better value for money being provided
by franchisees to customers. We brought
back old favourites like Double Decadence,
relisted items like Gluten Free that had to
be removed when we simplified the menu
in lockdown and introduced a new festive
pizza which received excellent customer
feedback.
Under new marketing leadership, we
launched a new media campaign at the
end of May to demonstrate that ‘Nobody
delivers like Domino’s’ through a strong
creative platform, targeted media and
increased investment. The ‘Domin-Oh-
Hoo-Hoo’ campaign was timed with the
easing of lockdown restrictions in the UK
and was centred on reunions between
friends and family, cementing the Domino’s
brand as the perfect partner for these
occasions. Importantly, this campaign
was planned with our franchisees who
gave great input throughout the process
5. Franchisor: Model excellence
as a franchisor
We strive to provide our franchisees with
the tools they need to be as successful
as possible. We have continued to invest
in the business to drive organic growth
by building capability across our data
and insights team, transformation team
and store operations, whilst at the same
time upgrading our supply chain and
IT infrastructure. We continue to see a
range of opportunities to improve our
performance here, particularly in data and
insights. With over 1,200 stores and just
under 70 franchisees we are now aligned
and focused on accelerating our growth.
We were pleased to open new concept
stores giving customers an improved in-
store experience and were delighted that
our first ‘Home Grown Hero’ new franchisee
opened a store at the end of 2021.
Our system rewards both franchisees and
the Group and now we have the resolution,
our interests are aligned to accelerate
our growth strategy. A central part of the
growth strategy is new store openings.
In FY21 we replaced a complicated and
outdated new store incentive scheme
with a simplified scheme. Under the old
scheme we only opened two stores in the
first quarter of FY21 but after implementing
the new scheme 29 stores were opened in
the subsequent three quarters. The new
scheme offers franchisees £100,000 in
three annual instalments for new stores
and £150,000 in three annual instalments
for split stores, thereby delivering attractive
returns for our franchisees and enabling
the growth of the system.
Our focus in 2022 will be working
collaboratively with our franchisees
through the inflationary environment and
embedding the commitments made in
the resolution. We are also focused on
delivering our target of at least 45 new
stores, continuing to build the pipeline
for future store openings and rolling
out our new store design. We will help
our franchisees grow in a profitable and
sustainable way and will continue to embed
the Franchise Performance Management
framework, and roll out the Domino’s
Academy to drive their continued success.
CAPITAL ALLOCATION
We have a highly cash generative, asset-
light business model and in March 2021
we launched a clear capital allocation
framework. Our first priority is to invest
in the business to drive long-term organic
growth. We will continue to maximise
shareholder returns through a sustainable
and progressive dividend and operate
a disciplined approach to assessing
additional growth opportunities.
10 Domino’s Pizza Group plc
Finally, operating within a normalised
leverage range of 1.5x – 2.5x net debt to
Underlying EBITDA, we aim to maximise
returns with an annual allocation of surplus
cash to shareholders. In FY21 we returned
£136m to shareholders, through £56m in
dividends and £80m in share buybacks.
In the year we have generated £104.6m
of free cash and in addition we have
received net cash flows of £6.4m from our
investment in Germany. We have invested
£14.3m in capital investment in our core
business and have proposed a final dividend
of 6.8p, which when combined with the
3.0p interim dividend, represents a 7.7%
increase compared to FY20. At the end of
the year, we invested £6.6m in a 46% share
of a group operating 22 stores in Northern
Ireland, in line with our capital allocation
framework of investing in additional growth
opportunities. From the remaining surplus
cash flow, we have announced a £46m
share buyback programme, following
the £80m programme announced and
completed in 2021.
DELIVERING OUR SUSTAINABLE FUTURE
Our business is guided by our ambition to
deliver a better future through food people
love. This ambition means our focus is not
just on financial strategy and performance
but on doing the right thing by supporting
our colleagues, our customers, the
environment, and the communities we
serve – all underpinned by a strong
governance framework.
Alongside our strategic plan we are
working to develop a more comprehensive
sustainability strategy and improve
our performance in this critical area.
Considerable work has been done in
the year to develop a more detailed
understanding of the material issues for
our business. An engagement exercise with
our key internal and external stakeholders
has allowed us to understand what they
expect from Domino’s and has enabled
us to establish areas of focus for our
programme: our food; our customers;
our people; our supply chain; and the
environment.
Across each area we have identified our
current performance, and crucially, what
we need to do to improve. This has enabled
us to develop a formal sustainability
strategy and agree how we will report
on our progress in the future. Alongside
this we established a new environmental
management system and policy, setting
objectives across our direct and indirect
material impact areas.
We recognise that we still have more work
to do across our key focus areas. During
2022 we will measure and externally
validate our current performance to
establish a base line of data. These
benchmarks will enable us to set ourselves
ambitious targets which we will report on,
and for which our management team will
be held accountable.
OPERATIONAL REVIEW
REPORTED REVENUE
£m FY21 FY20 % change
Supply chain revenue 374.9 347.9 7.8%
Royalty, rental & other revenue 80.0 70.8 13.0%
Corporate stores revenue 35.6 32.2 10.6%
NAF & eCommerce 70.3 54.2 29.7%
Reported revenue 560.8 505.1 11.0%
UK & Ireland
Q1
2021
Q2
2021
H1
2021
Q3
2021
Q4
2021
H2
2021
FY
2021
LFL inc. splits 17.7% 19.2% 18.4% 8.3% (3.5)% 2.1% 9.8%
LFL exc. splits 18.5% 20.0% 19.3% 8.8% (2.3)% 3.3% 10.9%
Revenues from sales to external customers
included within our income statement are
summarised above. The most significant
element of our revenue is derived from
products sold through our supply chain to
our franchisees which has grown by 7.8%
in the year, driven by increased volumes.
Royalty, rental and other revenue is
primarily the royalty revenue we receive
from our franchised stores based upon a
percentage of their system sales. This has
grown during the year as a result of the
increase in system sales. Corporate stores’
revenue is the sales made by the stores we
directly operate.
Revenue relating to the National Advertising
Fund (‘NAF’) and eCommerce funds is
recognised based on costs incurred and has
increased by 29.7% due to the increased
marketing and IT spend in the year, in
particular relating to the new marketing
campaign launch. NAF and eCommerce
revenues have no impact on profit as they
recognised based on costs incurred.
SYSTEM SALES PERFORMANCE
System sales represent all sales made by
both franchised and corporate stores to
consumers. Like-for-like system sales across
UK & Ireland grew by 10.9%, excluding split
stores (9.8% including splits). The quarterly
analysis of this performance is in the table
below which shows strong like-for-like
FRANCHISEE PERFORMANCE IN 2021
Our franchisees have delivered another
exceptional year which is testament to their
expertise, professionalism and resilience.
Based on the unaudited data submitted
to us by franchisees, average store
EBITDA for all UK stores for the year was
approximately £287k, equivalent to a 23%
EBITDA margin. This compares to £229k or
20% margin achieved in 2020.
growth in the first half, which was as a result
of the reduction in the rate of VAT on hot
takeaway food from 20% to 5% which was
effective from 15 July 2020 in the UK and
continued to apply until 1 October 2021. At
that point the rate of VAT on hot takeaway
food increased from 5% to 12.5% and,
as guided, the system sales growth rate
declined in the final half of the year. The
rate of VAT on hot food is scheduled to
return to 20% from 1 April 2022.
The VAT rate reduction is on hot takeaway
food and therefore applicable to the
system sales made by stores to consumers.
If the sales price to the consumer were
to have been unchanged then the VAT
rate reduction would effectively deliver
an increased system sales value, which
flows through to like-for-like system
sales growth. The benefit of the VAT rate
reduction therefore primarily accrues to our
franchisees. This helped them to continue
to trade throughout the pandemic period
and enabled them to drive growth and
increase the level of discounts they can
offer their consumers.
There is only a limited direct benefit to our
profitability from the VAT rate reduction as
the majority of our revenue is made by our
supply chain upon which the rate of VAT has
not changed. Our benefit is derived from a
small increase in royalty on the system sales
reported by our franchisees and the sales
from our corporate stores, associates and
joint venture.
STRATEGIC REPORT
GOVERNANCEOVERVIEW FINANCIAL STATEMENTS
11Annual Report & Accounts 2021
CHIEF EXECUTIVE OFFICER’S REVIEW CONTINUED
UK & ROI
LFL Inc Splits (YOY Growth) Total (All Stores)
Sales Volume Price Orders (m) YOY Order Growth
Total
Q1 17.7% 3.5% 14.1% 16.6m (5.2)%
Q2 19.2% 6.2% 13.0% 17.1m 13.5%
H1 18.4% 4.8% 13.6% 33.7m 3.5%
Q3 8.3% 4.8% 3.4% 17.2m 9.5%
Q4 (3.5)% (0.5)% (3.0)% 17.8m 5.7%
H2 2.1% 2.1% 0.0% 35.0m 7.5%
FY 9.8% 3.5% 6.3% 68.7m 5.5%
Delivery only
Q1 24.7% 11.6% 13.1% 13.3m 6.8%
Q2 1.1% (11.4)% 12.5% 13.1m (8.7)%
H1 11.7% (1.1)% 12.8% 26.4m (1.5)%
Q3 3.0% (1.2)% 4.2% 12.6m 1.5%
Q4 (8.6)% (6.9)% (1.7)% 12.9m (3.5)%
H2 (3.0)% (4.1)% 1.1% 25.5m (1.1)%
FY 4.0% (2.6)% 6.6% 51.9m (1.3)%
Collection only
Q1 (12.0)% (24.1)% 12.1% 3.3m (34.5)%
Q2 1391.5% 887.0% 504.5% 4.0m 494.7%
H1 77.8% 49.3% 28.6% 7.3m 27.1%
Q3 39.2% 35.6% 3.6% 4.6m 40.3%
Q4 26.5% 31.6% (5.1)% 4.9m 40.4%
H2 32.6% 33.6% (1.0)% 9.5m 40.3%
FY 49.9% 40.2% 9.6% 16.8m 34.3%
The sales and order count performance
for the year is illustrated above. Like-
for-like sales grew by 9.8%, with volume
improvement of 3.5% supplemented by
pricing growth, in part from the effect of
the VAT rate reduction in the first half of
the year.
Total order count in the year grew by 5.5%
with continued strength in the second half
of the year.
In the first quarter, total order count was
down 5.2%, mainly due to collection being
down 34.5% as the Covid-19 stay at-home
guidance continued to materially impact
the collection business.
In the second quarter, the order count
returned to growth, up 13.5%, as collection
was up nearly 500% as its recovery to
normalised levels continued and because
the collection business was closed for
much of the comparative period. Delivery
orders were down 8.7% compared to the
same quarter last year as Q2 last year was
particularly strong (up 22%) as the first full
lockdown of the country was implemented
and many competitors closed for business
In the third quarter, total orders continued
their positive trend and grew 9.5% in the
period, driven by collection orders rising
40.3%. The delivery performance in the
quarter was strong, as we continued to
grow order count, despite the prior year
comparative period benefiting from the
effects of prolonged lockdown periods.
In the fourth quarter, order count
continued its positive trajectory and
grew 5.7% compared to the prior year.
Delivery order count was lower as we
cycled against a period when the UK
was under lockdown restrictions,
however Collections recovered better
than expected, resulting in overall
positive order count for the quarter.
DIGITAL
Domino’s is now a truly digital business.
Full year online sales in the UK grew 13%,
to represent UK only: 91.9% of system
sales, or 96.4% of total delivery sales. This
improvement and digital transformation
has been driven by new IT, digital and data
teams and we are excited about further
improvement opportunities.
We launched our new mobile app in 2021
and it has been a great success. During
the year, sales generated through the
app grew 17.5%, and the app accounted
for 42% of system sales, an increase of
2.2ppts on the prior year. Downloads are
21% higher than they were in 2020 and
we have 2.6 million monthly active users
compared to 2.1 million in 2020. The app
is important because it is an easy channel
for our customers to use through features
such as ‘Group Ordering’ and it allows us
to communicate easily and efficiently with
customers. We were delighted that our app
won ‘Food & Drink App of the Year’ at the
UK App Awards in 2021.
12 Domino’s Pizza Group plc
DATA & INSIGHTS
Our Data & Insights team was created in
March 2020 to harness the rich data which
Domino’s holds and to embed the use of
data in business decisions throughout
the Group. This approach has been
particularly relevant across marketing,
sales, operations and food innovation.
In 2021 we have continued to build our
capability and the team was central to
decisions taken on the yodeling marketing
and sales campaigns. We have integrated
the new CRM platform, ‘Braze’ into our
data warehouse, enabling personalisation
of marketing campaigns and we have built
a segmentation model to ensure CRM is
personalised to our customer’s life stage
with Domino’s.
BRAND
The Domino’s brand is a significant asset
for our business and 2021 has seen us
reach new heights building on ‘We Got
This’. We were on target with our overall
customer satisfaction score of 66%,
despite significant volumes during
the Euros football tournament.
We have remained cognisant of the
external Covid-19 situation during 2021 and
flexed our marketing in line with the various
delays and reintroduction of restrictions
throughout the year. The ‘Domin-oh-hoo-
hoo’ creative platform launched in June
2021, a through-the-line campaign which
increased customer engagement and
ensured Domino’s remained relevant when
hospitality reopened.
We placed our digital innovation of ‘Group
Ordering ‘through the Domino’s app at
the heart of the campaign, demonstrating
a tangible consumer benefit to ordering
with Domino’s for reunions over the
summer. The yodeling call quickly became
synonymous with group get-togethers and
tapped into the sense of excitement felt
across the nation.
The sense of reunion was further
exemplified by the return of the much-
loved Double Decadence crust and the
Gluten Free range. These menu innovations
gave consumers cause to celebrate during
the summer, a period which is usually
quieter for Domino’s in terms of sales.
In the lead up to the peak Christmas
trading period, we launched two festive
products: ‘The Festive One’ and ‘Cookies
with AFTER EIGHT
®
’ to set the tone for
our commitment to the winter period. For
the first time ever, we entered the festive
advert marketing mix with a fully integrated
through the line campaign. The new bold,
attention-grabbing creative captured the
spirit of festivities but with a yodelling
twist. We ended the year on a high, coming
first for positive brand sentiment in the
Brand Ignite Covid-19 Tracker.
NEW STORE OPENINGS
During the year we opened 31 new stores,
with 13 stores opened in the first half and
18 stores in the second half. All these store
openings were franchised, operated by
11 different franchisees. In total the store
estate at the end of the year stood at 1,227
(UK: 1,172; Ireland: 55).
CORPORATE STORES
We directly operate 35 stores in the
London area. In the first half of the year our
corporate stores were disproportionately
affected by Covid-19 due to the greater
impact of the restrictions seen in central
London. However, as lockdown restrictions
eased and as we lapped the closure of
collection orders from Q2 2020 lockdown,
performance recovered. A continued
increase in footfall, along with some VAT
benefit, has led corporate store revenue
to increase by £3.4m to £35.6m, up 10.6%
compared to the prior year. Like-for-like
sales excluding splits were up 11.9%. The
EBITDA of corporate stores was £3.2m,
compared to £1.6m in FY20. Improvement
in EBITDA was driven by higher order count
as we lap the first peak of the Covid-19
pandemic, a recovery in collections and
a material improvement in operating
productivity.
INTERNATIONAL –
GERMAN ASSOCIATE
Our share of post-tax underlying profits
from our German associate was £5.0m
(FY20: £4.7m). Performance has improved
versus last year driven by strong same
store sales growth over the period. Our
investment in the German associate
continues to be a valuable investment,
which we hold on our balance sheet
at an aggregate value of £28.9m.
We have a put option exercisable from
1January 2021 to 31 December 2023.
As the exercise price of the option is at
fair value, there is no value of the put
option recorded on our balance sheet,
in accordance with the requirements of
IFRS. In total we believe that exercising
our put option and disposing of our
interest in the associate could yield total
cash receipts of £70-£100m depending
on EBITDA performance of the associate
and the timing of exercise, which will
generate profit of between £40m-£70m.
The majority shareholder, Domino’s Pizza
Enterprises Limited, has a call option
exercisable from 1 January 2023 on the
same valuation basis.
INTERNATIONAL –
DISCONTINUED OPERATIONS
Following the decision by the Board to
exit from the markets of Norway, Sweden,
Switzerland and Iceland in October 2019,
the trading results of these territories,
together with international central costs,
have been classified as discontinued
operations and excluded from underlying
results, consistent with the treatment in
both 2020 and 2019.
We completed the exit from all our directly
operated international businesses in 2021.
In March 2021, we announced that we
had agreed terms for the disposal of our
discontinued businesses in Sweden, with
a net cash payment to the purchaser of
£2.8m, and in Iceland, for net consideration
received of £12.9m, of which £0.6m cash
payment is deferred to 2022. In August
2021, we announced that we had agreed
terms for the disposal of our discontinued
business in Switzerland, for a net cash
payment of £1.3m, of which £0.8m cash
payment is deferred to 2022. The Sweden
transaction completed on 2 May 2021,
Iceland on 31 May 2021 and Switzerland
on 31 August 2021.
CURRENT TRADING AND OUTLOOK
As previously guided, we expect FY22
underlying EBITDA and EPS to be in line
with current market expectations. Trading
in the first quarter has started well, aided
by our first national price campaign for
several years, made possible because of
the resolution with our franchisees. Overall
order count and customer acquisition
continues to be positive, despite being
up against a comparative quarter last
year when there were strict lockdown
restrictions in the UK.
Our flexible and robust business model
means we are well placed to adapt
to changing market conditions and
ongoing challenges related to inflation
and recruitment. As such, we continue
to expect an acceleration in underlying
system sales growth (excluding the benefit
of the reduced rate of VAT), largely
driven by increased store openings and
like-for-like growth due to the operating
and capital investments associated with
the franchisee resolution and continued
implementation of our strategic plan.
Dominic Paul
Chief Executive Officer
7 March 2022
STRATEGIC REPORT
GOVERNANCEOVERVIEW FINANCIAL STATEMENTS
13Annual Report & Accounts 2021
DELIVERING A BETTER FUTURE THROUGH FOOD PEOPLE LOVE
OUR PURPOSE
TO BE THE FAVOURITE FOOD
DELIVERY AND COLLECTION BRAND
WITH PIZZA AT OUR HEART
OUR VISION
WE DO THE
RIGHT THING
We care about our impact on
our brand, our colleagues, our
communities and the wider world.
So we’re proud to do the right
thing and keep our promises.
We respect and celebrate the
whole team for who we are and
the value we each bring. We grab
the amazing opportunities to grow,
succeed and live our best work-life.
WE ARE
ONE TEAM
UNDERPINNED
BY OUR VALUES
Our values guide what we do, the decisions
we make and the way we respond to
opportunities and challenges. When we
bring them to life, every day, we grow our
winning culture and deliver our purpose.
Our ambition is to bring people together around food they love and, by doing so, have a positive impact on everyone
who interacts with us: our customers, colleagues, franchisees, investors, and the communities we serve.
Our purpose is underpinned by an evolving sustainability strategy which ensures a better future; one where, among other
things, our environmental impact is minimised, our workplaces are inclusive, and our products are responsibly-sourced.
Domino’s is one of the best-loved brands in the world with a reputation for taste, quality, speed and service. While we are
focused on delivering long-term sustainable growth, our corporate purpose ensures that we achieve this responsibly and in
a way that truly delivers a better future for all our key stakeholders.
LIVING AND EMBEDDING OUR PURPOSE
CUSTOMERS
Our customers will benefit
from an ever-increasing
choice of great-tasting
products that cater to
their individual needs
and contain ingredients
that are responsibly-
sourced.
COLLEAGUES
Colleagues will have the
opportunity to grow,
develop, and realise their
potential in a workplace
that respects and
values their individual
experiences and
backgrounds.
FRANCHISEES
Franchisees will benefit
from a collaborative
relationship with an
experienced team
dedicated to helping
them and their teams
grow their businesses.
COMMUNITY
In the communities
we are proud to serve,
Domino’s will remain a
positive presence offering
increased employment
opportunities, keeping
local areas litter-free, and
supporting local causes.
INVESTORS
Investors should enjoy
long-term sustainable
returns from a business
that is committed to
building a stronger, more
sustainable brand for
future generations.
14 Domino’s Pizza Group plc
OUR CORPORATE PURPOSE IS THE
GUIDING STAR FOR OUR BUSINESS
IMPLEMENTING OUR PURPOSE
WE ARE
BOLD
Every decision and action we take
has customers at the heart. We
listen to customers and create great
experiences to delight them and
keep them coming back for more.
It takes courage and determination
to lead the field. Dominoids are
bold, entrepreneurial, we aren’t
afraid to innovate and learn fast
to become better every day.
No-one can beat us when we’re
working hard and playing hard
together. We share big ambitions,
have a growth mindset and enjoy
success as one Domino’s.
WE LOVE
CUSTOMERS
WE GROW AND
WIN TOGETHER
Our colleagues understand the importance of our corporate
purpose, and how they can contribute towards it.
In 2021, we embarked on a programme of activities
which embedded our purpose into our culture.
Highlights of how this was achieved can
be seen below/opposite.
ROLLED OUT TO
90%
of support office
colleagues
ACHIEVED
72%
favourable score for
‘I understand the
DPG values’
Trained
50 Senior
Leadership Team
members
‘All-Colleague
Meeting’
launch
Multimedia
interactive
workshop
STRATEGIC REPORT
GOVERNANCEOVERVIEW FINANCIAL STATEMENTS
15Annual Report & Accounts 2021
BUSINESS MODEL
Total system
oversight
We are different from most UK-listed restaurant businesses in that
we operate a franchise model. This means we can grow with relatively
low capital intensity, generating high returns.
D
E
L
I
V
E
R
C
O
O
K
P
R
I
C
E
S
E
L
L
1
,
1
9
2
f
r
a
n
c
h
i
s
e
d
s
t
o
r
e
s
(
U
K
&
I
r
e
l
a
n
d
)
DELIVER
piping hot food with an
average delivery time of
25.9 MINUTES
in the UK in 2021
COOK
a wide range of freshly
made food from high-quality
ingredients
SELL
through multiple
channels, with
91.9%
of UK system sales made
through our proprietary
online platform
PRICE
Our franchisees set prices,
and adopt a wide range of
pricing strategies
CORPORATE STORES
Our operating model
DOMINO’S PIZZA
INTERNATIONAL INC.
(‘DPI’)
FRANCHISEES
DOMINO’S PIZZA
GROUP PLC
CUSTOMERS
16 Domino’s Pizza Group plc
Total system
oversight
The value
we create
Customers’ overall satisfaction
66%
Down 3% pts year-on-year
Profitable franchisees: average 2021
UK franchisee store EBITDA was
£245k
Employees proud to
work for Domino’s:
75%
Down 6% pts on 2020
Rewarded investors:
dividend per share
9.8p
Up 7.7% year-on-year
Trusted suppliers:
£210m
spent on raw materials
Remunerated master franchisee:
2.7%
of UK & Ireland system
sales paid to DPI in royalties
Charitable donations:
£1.2m
M
A
R
K
E
T
S
O
U
R
C
E
I
N
N
O
V
A
T
E
M
A
K
E
MARKET
through national price and
brand building initiatives.
These are complemented
with local and tactical
initiatives, and we are
#1
for pizza brand awareness
in the UK
SOURCE
high-quality, fresh
ingredients, spending
£210M
per year with our
trusted suppliers
MAKE
50m
kilos of fresh dough in our
UK & Ireland commissaries,
and supply 35 million food
and non-food items to our
franchised and corporate
stores through our in-house
logistics fleet
INNOVATE
to keep our menus exciting,
we regularly launch new
products, including a new
festive pizza in 2021 and
After Eight
®
cookies
STRATEGIC REPORT
GOVERNANCEOVERVIEW FINANCIAL STATEMENTS
17Annual Report & Accounts 2021
Delivering the future.
OUR VISION
To be the favourite food
delivery and collection
brand, with pizza at
our heart
Turbo-charge
our collection
business
OUR OBJECTIVES
Amplify our
product
quality & value
Uphold our
industry-leading
economics
Model
excellence as
a franchisor
Nobody
delivers like
Domino’s
MEDIUM TERM TARGETS
At least the upper end of the
previously announced £1.6bn
– £1.9bn of system sales
200+
New stores
OUR STRATEGY FOR DELIVERING THE FUTURE
In March we launched our new strategic plan, focused on delivering
sustainable growth centred on five key pillars for the business,
aligned with our vision and purpose and underpinned by our values.
We set medium-term targets, which were subsequently increased
following the resolution with franchisees. As we execute our strategic
plan we will report on progress against these five pillars and the
corresponding medium-term targets.
Domino’s Pizza Group plc18
•
Domino’s is a leading QSR
deliverybrand
•
Delivery market is accelerating
•
We can leverage our vertical
integration to strengthen our position
THE OPPORTUNITY
•
Launch new digital platforms
– personalise marketing / CRM
– start work on web platform
•
End-to-end supply chain
– cages and dollies
– scan and dispatch
INITIATIVES MEASURING SUCCESS
•
Delivery sales growth
•
Delivery order count growth
•
Average delivery time
•
Collection market is sizeable
andgrowing
•
We are underpenetrated incollection
•
We can extend our reach to different
occasions and customer segments
THE OPPORTUNITY
•
Enhance awareness of collections
offers through national campaigns
•
Continue roll out of ‘In Car Collection’
INITIATIVES MEASURING SUCCESS
•
Collection sales growth
•
Collection order count growth
•
Customers love our products
•
We will excite existing customers and
attract new customers
•
Room to improve value for money
perception
THE OPPORTUNITY
•
Amplify value message through
national campaigns
•
Re-invigorate innovation in pizza
and beyond (incl. healthy offerings)
•
Use data and insight to improve
marketing to reinforce our quality
and value
INITIATIVES MEASURING SUCCESS
•
Customer OSAT score
•
Brand consideration
•
Market share
•
Consistently strong system
performance relative to peers
•
Invest to enhance efficiency
•
Further enable the success of our
franchisees
THE OPPORTUNITY
•
Leverage scale to drive supply chain
efficiencies
•
Deploy in-store technology to support
franchisee profitability
INITIATIVES MEASURING SUCCESS
•
EBITDA
•
LFL order count growth
•
New store openings
•
We will bolster our internal capabilities
•
We can continue to grow through our
franchisees
•
Seek to broaden our franchise base
THE OPPORTUNITY
•
Stronger franchisee performance
management framework
•
Invest in key capabilities
– data & insights
– digital/technology
– supply chain capacity
•
Domino’s Academy
INITIATIVES MEASURING SUCCESS
•
SCC delivered on time
•
Sustainability
•
eCommerce uptime
•
Franchisee engagement
•
Employee satisfaction
Nobody delivers like Domino’s
Turbo-charge our collection business
Amplify our product quality and value
Uphold our industry-leading economics
Model excellence as a franchisor
PILLARS
STRATEGIC REPORT
GOVERNANCEOVERVIEW FINANCIAL STATEMENTS
19Annual Report & Accounts 2021
We launched our new
mobile app in 2021 and it
has been a great success.
Downloads are 21% higher
than they were in 2020 and
we have 2.6 million monthly
active users compared to
2.1 million in 2020. The app
is important because it is
an easy channel for our
customers to use through
features such as ‘Group
Ordering’, it also allows
WE GOT
THIS
2.6m
Monthly app users
21%
increase in
app downloads
us to communicate easily
and efficiently and app
customers have a higher
lifetime value. By adding
new features, we are
able to add incremental
customers; since launch
30% of Group orders were
from new customers.
We were delighted that
our app won ‘Food & Drink
App of the Year’ at the
UK App Awards in 2021.
20
Domino’s Pizza Group plc
During the year we have launched
our new app with additional
functionality which is driving
customer engagement
STRATEGY IN ACTION
NOBODY
DELIVERS
LIKE
DOMINO’S
STRATEGIC REPORT
GOVERNANCEOVERVIEW FINANCIAL STATEMENTS
21Annual Report & Accounts 2021
Collections recovered well in the
year as lockdown restrictions eased
and volumes grew every quarter
STRATEGY IN ACTION
TURBO-
CHARGE OUR
COLLECTION
BUSINESS
22 Domino’s Pizza Group plc
Increasing collections is a
central part of our strategy;
and within this we have
launched in-car collection.
Where in-car collection
has been rolled out,
customers have two ways
to take advantage of our
collection-only deals. They
can either, come into the
store to safely collect their
order directly, or now with
in-car collection they can
wait outside in their car for
a pizza drop-off from one
of the Domino’s team. By
the end of 2021 we had 422
stores live and engaged.
Not every Domino’s store
is suitable for this due to
site location and parking
constraints, but we believe
that around 500 of our
stores can adopt in-car
collection.
WE GOT
THIS
87%
Collections now at 87%
of 2019 levels
422
stores offering
in-car collection
STRATEGIC REPORT
GOVERNANCEOVERVIEW FINANCIAL STATEMENTS
23Annual Report & Accounts 2021
Our customers love the
Domino’s experience, and
our menu includes some
much loved favourites like
Pepperoni Passion and
iconic Domino’s cookies.
To keep our customers
coming back and to
encourage them to spend
more with us we are always
looking for new ways to
excite them. In 2021 we
expanded our Vegan Pizza,
The Chick’Aint which has
been highly successful in
bringing new customers
in, and two new meaty
pizzas, Absolute Banger
and Meatball Marinara,
to appeal to our core
customers. We rounded
off the year with our first
festive offering, The Festive
One Pizza & Cookies
with AFTER EIGHT
®
. As
we head into 2022 we
have kicked off the year
with Vegan PepperoNAY,
proving very popular with
vegans and flexitarians.
We have a strong pipeline
of innovation for 2022,
with new pizzas, sides
and desserts designed to
bring new flavours and
experiences to tempt
customers in.
WE GOT
THIS
First
festive
offering
New
Vegan
PepperoNAY
24 Domino’s Pizza Group plc
Our customers love our product
and we see a great opportunity
to re-ignite product innovation
STRATEGY IN ACTION
AMPLIFY OUR
PRODUCT
QUALITY
& VALUE
GOVERNANCEOVERVIEW FINANCIAL STATEMENTS
25Annual Report & Accounts 2021
STRATEGIC REPORT
Our vertically integrated supply
chain is a key differentiator
compared to the wider
market and brings significant
competitive advantages
STRATEGY IN ACTION
UPHOLD OUR
INDUSTRY-
LEADING
ECONOMICS
26 Domino’s Pizza Group plc
We are committed to
maintaining the highest
standards of health
and safety and driving
efficiencies across our
supply chain. In 2020 we
started rolling out Cages
& Dollies and now 60%
of our stores are being
delivered to with Cages &
Dollies, and we anticipate
rolling out to the remaining
stores in 2022.
The benefits which these
deliver include improved
health and safety, reduction
in loading and delivery
times and potential to
further reduce cardboard
being delivered into our
stores. Again, we have been
externally recognised, as
the Domino’s Dolly won the
‘Supply Chain Solution of
the Year’ award at the 2021
UK Packaging Awards.
WE GOT
THIS
60%
of stores now have
cages & dollies
Supply
chain
solution of
the year
STRATEGIC REPORT
GOVERNANCEOVERVIEW FINANCIAL STATEMENTS
27Annual Report & Accounts 2021
We had a target of opening
up to 30 new stores in
2021 and we beat that by
opening 31. Within this we
opened new concept stores
in Guisborough, Liverpool
Belle Vale, Skelton and
Newport. These new stores
are a development of our
existing stores and are
focused on enhancing the
customer experience.
The stores have a refreshed
natural and robust palette
which has been created to
provide longevity, with the
Domino’s brand injected
through new bold and
confident graphic assets. We
have also included a digital
offering within the store
environment, providing an
enhanced customer experience
and brand connection.
WE GOT
THIS
31
new stores in 2021
Exciting
new store
formats
28 Domino’s Pizza Group plc
We strive to provide our franchisees
with the tools they need to be as
successful as possible
STRATEGY IN ACTION
MODEL
EXCELLENCE
AS A
FRANCHISOR
STRATEGIC REPORT
GOVERNANCEOVERVIEW FINANCIAL STATEMENTS
29Annual Report & Accounts 2021
What are we doing in response?
•
We will continue to invest in Domino’s market-leading
brand and leverage its strength
•
Our first strategic priority is ‘Nobody delivers like
Domino’s’ and we continue to invest in the core business,
with investment in digital capabilities and the app to
further improve the customer journey
•
In 2021 we opened 31 new stores to broaden our reach
and increase convenience for delivery and collection;
we are targeting at least 45 new stores in 2022
•
Our second strategic priority is to turbo charge our
collection business; volumes have recovered to 87% of
2019 levels and we are focused on raising awareness of
this channel in 2022
What are we doing in response?
•
We already had a clear strategy to invest in our digital
offering, but Covid-19 accelerated our transformation
to a truly digital-first business. Our work in this area has
been very successful with digital orders now accounting
for 91.2% of our business
•
In line with our capital allocation framework we will
continue to invest in our digital offering to further
enhance the customer experience
•
Our insights show that value for money is the most
important consideration for our customers. In 2022 we
will be well placed to address this need through national
price campaigns, which we can now do following the
resolution with our franchisees
•
Turbo-charging our collections business is one of our
core objectives. We will also focus on raising awareness
of the collection channel and continue to roll-out in-car
collection
•
Our Covid-19 measures led to the transition of our stores
to become cashless, a trend which we expect to continue
after the pandemic
MARKET CONTEXT
A growing delivered food market
The year presented considerable challenges for the restaurant and hospitality sector with the
evolving nature of Covid-19 resulting in various levels of restrictions over the course of the year.
What this period has proved is that Domino’s has a business model which can respond to the market backdrop and pivot to what
consumers want and expect, offering both delivery and collection. In this section we discuss the longer-term trends in the market,
and how we are responding to them to drive continued, sustainable growth in the business.
Delivery and collection
are both growing markets
Both the delivery and collection market are in growth.
Domino’s Pizza Group has a clear strategy in both delivery
and collection to accelerate its growth.
•
The total UK takeaway market was worth £15.8bn in 2021
•
This combines both the delivery market (£7.3bn) and the
collection market (£8.5bn)
•
Domino’s market share of the UK takeaway market in
Q4 FY21 (12 weeks ending December 26th) was 6.8%,
an increase of 0.3ppts vs. Q4 FY20
The growth in the market has been driven by convenience,
ease of ordering digitally, the presence of aggregators and
the trend of entertaining and celebrating events at home.
Market and consumer behaviour
has evolved as a result of Covid-19
•
The delivered food and pizza market has demonstrated
strong growth
•
Collections contracted as restaurants were subject to
restrictions and now recovering strongly
•
More customers have now ordered takeaways than
before the Covid-19 pandemic
•
There has been an increasing propensity of consumers
to order through digital channels
•
Covid-19 has accelerated cash-less payment methods,
we expect this trend to continue
30 Domino’s Pizza Group plc
What are we doing in response?
•
We take pride in the quality and consistency of our product
•
Under new leadership, we are re-invigorating our food
innovation for pizza and non-pizza products
•
In 2021 we expanded our vegan-friendly pizza range, with
the launch of The Chick’Aint and Vegan Nuggets which
have been highly successful in acquiring new customers
•
In 2022 we have kicked off the year with Vegan
PepperoNAY, proving very popular with vegans
and flexitarians
•
We are investigating the practicality of using plant-based
alternatives to some of our meat-based toppings
•
We continue to ensure we provide customers with clear
nutritional information regarding our products to enable
them to make informed choices
•
We regularly engage with the UK Government to provide
our views on the wider debates regarding obesity and the
possible approaches to addressing the issue
What are we doing in response?
•
We have significant scale and buying power through our
SCC and work closely with our supplier base to ensure
food prices are mitigated wherever possible. For the
majority of the products we buy we have dual suppliers
•
We will continue to work with franchisees and in our
own corporate stores to improve labour efficiency and
optimise pricing strategies
•
Our focus on the collection market as a growth
opportunity for the system also improves labour
efficiency, as collection does not require a delivery
driver to take the order to a customer’s house
•
Our store economics are better than most operators
in the QSR sector, with low opening costs, high sales,
flexibility in labour costs and low rents
•
In 2022 we have a strong value message which will be
communicated to consumers
Customer tastes and
healthy eating trends
•
There is a continued increase in the number of people
looking for plant-based, meat-free and gluten-free
alternatives
•
Customers are prioritising health, wellness and fitness
particularly as we emerge from two years of a pandemic
where obesity was a co-morbidity factor
•
There is a renewed government focus on obesity,
particularly centred on marketing and promotions
of high fat, sugar and salt food (‘HFSS’)
Cost inflation
This market trend impacts both our business model and,
to a greater extent, that of our franchisees.
•
The increase in demand for delivery drivers and the
increases in National Living Wage all continue to cause
labour cost inflation and challenges around labour
availability
•
Food costs can be negatively impacted by general cost
price inflation, foreign exchange movements and other
market pressures such as poor harvests
STRATEGIC REPORT
GOVERNANCEOVERVIEW FINANCIAL STATEMENTS
31Annual Report & Accounts 2021
£119.9m76.5%31
78.72019322019
76.52021312021
2020
19 2020 79.5
1,210.92019
1,499.12021
2020
1,348.4
£1,499.1m
105.32019
119.92021
2020
109.0
2020: £1,348.4m 2020: 19 2020: 79.5% 2020: £109.0m
- 300 bps + 10.0%+ 31 stores+ 11.2%
KEY PERFORMANCE INDICATORS
In order to continue to implement, develop and measure the Group’s
strategic performance, we monitor nine financial and non-financial
key performance indicators (‘KPIs’) in addition to the Group’s income
statement results.
UK & Ireland
system sales
LFL sales growth was driven,
predominantly by price, as
opposed to volume, continuing
the trend seen in recent years.
In the first half, the like-for-like
figure was distorted by the lower
VAT rate, which boosts the
like-for-like but doesn’t result in
significantly higher profits for
our business.
Performance in 2021 Performance in 2021 Performance in 2021 Performance in 2021
Link to Strategy
UK & Ireland new
store openings
The Group was able to
accelerate the pace of new
store openings in 2021 as a
result of the new store incentive
scheme outlined in the Chief
Executive Officer’s report
on page 9. As a result of the
franchisee resolution, the Group
is now targeting at least 45 new
store openings per annum over
the next three years.
Link to Strategy
UK & Ireland
delivered on time
76.5% of pizzas delivered on time
remains industry leading, our
service in 2021 was impacted
by significant demand pressures
during the Covid-19 lockdown
and also some labour availability
issues in the second half of the
year. We are resolutely focussed
on improving our performance
in 2022.
Link to Strategy
Underlying EBIT
During the year we recorded
strong system sales growth
and Covid-19 related costs were
significantly lower compared
to the prior year.
Description
System sales represents the most
useful indicator of the overall
strength of the Domino’s brand.
This metric measures the total
sales of the Group’s franchisee
and corporate store system
in the UK & Ireland. System
sales do not represent revenue
attributable to Domino’s as it
is derived mainly from stores
owned by franchisees. Following
the resolution with franchisees,
the Group has a new target of
delivering at least £1.9bn of
system sales in the medium-term.
Description
New stores are a driver of
growth. They increase the scale
of the system, raising the profile
of the brand and increasing
value for all franchisees. In
addition, they are a signal of good
financial returns for franchisees.
Following the resolution with
franchisees, the Group has a new
target of delivering in excess of
200 new store openings in the
medium-term.
Description
Customer service is key to the
long-term success of Domino’s,
and one of the most important
aspects is speed of delivery. The
quicker our customers receive
their order, the better tasting the
pizza and the more likely they are
to order again. We aim to deliver
pizzas to customers within 30
minutes of being ordered. The
metric represents the proportion
of orders that meet this target.
Description
Underlying operating profit is our
main profitability metric and gives
an indication of the efficiency
of our supply chain in serving
the growth in the business. The
calculation excludes the impact
of restructuring costs and other
one-off items, and includes the
impact of IFRS 16 which increases
EBIT by £1.0m in 2021.
Link to Strategy
32 Domino’s Pizza Group plc
9.80p £80m20.2p£199.7m£104.6m
2020: 9.10p 2020: £0m2020: 18.1p2020: £171.8m2020: £99.0m
17.52019232.6
20.22021
2019
2020
18.1
57.12019
199.72021
2020
171.8
104.62021
2020
99.0
9.762019 2019
9.80 802021 2021
2020 2020
9.10 0
16
+ 7.7% £80m returned+ 2.1p+ £27.9m+ £5.6m
Link to Strategy Link to Strategy Link to Strategy Link to Strategy Link to Strategy
The increase in free cash
flow is driven by increased
EBITDA and demonstrates
our continued ability
to convert earnings to
strong cash generation.
We then apply our capital
allocation framework to
cash generated in the
year. See more details
on page 10.
Continued growth in
underlying diluted EPS
given trading performance
during the year.
In line with our guidance,
net debt increased by
£27.9m during the year, as
increased free cash flow
was offset with increased
returns to investors
through increased
dividend payments and the
share buyback programme
announced in March and
August 2021.
Final dividend proposed of
9.8p, together with share
buyback executed of
£80m, representing the
first year of our new capital
allocation framework.
£80.0m shares repurchased
in the year, representing
4.5% of the issued share
capital.
Description
Free cash flow is our main
cash performance metric,
and gives an indication of
the cash generated from
our trading activities. The
comparative figures have
been re-stated to exclude
capital expenditure, which
is now considered as a use
of free cash flow in the
current period.
Description
Group net debt is a
liquidity metric and is
calculated by subtracting
the cash and cash
equivalents from our total
debt. As discussed in the
Financial Review review
on page 55, our capital
allocation framework aims
for normalised Net Debt
to Underlying EBITDA
leverage of 1.5x–2.5x.
Description
Our asset-light business
is highly cash generative,
and in the current year
we have developed
a capital allocation
framework to maximise
shareholder returns.
Description
Our asset-light business
is highly cash generative.
As part of the capital
allocation framework
we will return surplus
cash to shareholders.
Description
Diluted underlying EPS
represents the net profit
attributable to each share,
after taking into account
tax and net finance costs,
and the change in the
number of shares from year
to year. It excludes one-off
or non-recurring items.
Strategy Key
Nobody delivers
like Domino’s
Amplify our product
quality & value
Uphold our industry-
leading economics
Turbo-charge our
collection business
Model excellence
as a franchisor
Free cash flow Net debt Underlying diluted
earnings per share
Dividend per share Share buybacks
Performance in 2021 Performance in 2021 Performance in 2021 Performance in 2021 Performance in 2021
STRATEGIC REPORT
GOVERNANCEOVERVIEW FINANCIAL STATEMENTS
33Annual Report & Accounts 2021
SECTION 172 OF THE UK’S COMPANIES ACT
SECTION 172 OF THE UK’S
COMPANIES ACT
In summary, as required by section 172
of the UK’s Companies Act, a Director of
a Company must act in the way he/she
considers, in good faith, would most likely
promote the success of the Company for
the benefit of its shareholders. In doing
this, the Director must have regard,
amongst other matters, to the:
•
likely consequences of any decisions in
the long term;
•
interests of the Company’s employees;
•
need to foster the Company’s business
relationships with suppliers, customers
and others;
•
impact of the Company’s operations on
the community and environment;
•
Company’s reputation for high standards
of business conduct; and
•
the need to act fairly between members
of the Company.
The following is an overview of how the
Board has performed its duties during
the year.
SHAREHOLDERS
The Chair, Chief Executive Officer, Chief
Financial Officer and Senior Independent
Director (and the Chairs of the principal
Board Committees where required) have
regular contact with major shareholders.
The Board receives regular updates on
the views of shareholders which are
taken into account when the Board makes
decisions. Examples of relevant decisions
taken include; approving the terms of
the resolution reached with UK based
franchisees; returning cash to shareholders
through a combination of dividends and
share buy-backs; appointments to the
Board and changes to the composition
of Board Committees.
The Board continues to maintain high governance standards and
make long-term decisions for the benefit of the Company and its
stakeholders.
EMPLOYEES
Stella David was appointed as the
designated non-executive Director for
the purposes of workforce engagement.
Details of the Board workforce engagement
programme are shown on page 85. The
Board receives regular updates on matters
relating to its workforce including reports,
feedback from engagement surveys, health
and safety matters and other reports
on a variety of workforce engagement
mechanisms. These views have been
taken into account when the Board (or its
Committees) considered; development of
the Group’s strategy and the relationship
with the Group’s franchisees; decisions
regarding the development of the Group’s
purpose and values; the safety, wellbeing
and ongoing support for colleagues during
the Covid-19 pandemic in our Supply
Chain Centres, Corporate Stores, Support
Offices and those working remotely; and
remuneration and reward including the
structure of incentive arrangements.
CUSTOMERS
The Group’s customer base primarily
comprises its franchisees and consumers.
The Chief Executive Officer, Chief
Financial Officer and other members
of the Executive Leadership team have
regular contact with franchisees as this
relationship is fundamental to our business
model. The Board receives updates on
feedback from franchisees at every Board
meeting. Feedback is taken into account in
Board decisions which have included the
decisions regarding strategic development;
investment in eCommerce and information
technology; the provision of additional
support and guidance to enable
franchisees to operate safely throughout
the Covid-19 pandemic and to support
their day-to-day operational issues.
As a consumer brand we welcome and
reflect on the views of our end customers.
The Group undertakes regular surveys
to establish consumer views on brand
perception, marketing campaigns, product
development, product quality, service
levels and perception of value for money.
These views are reflected in decisions
on the Group’s strategy, the introduction
of new product ranges and operational
matters, to ensure that we have been
able to serve customers safely during
the Covid-19 pandemic.
COMMUNITY AND ENVIRONMENT
We recognise that the business has a role
in contributing to wider society. The Board
encourages the fundraising efforts of
the Group and franchisee community for
Teenage Cancer Trust, Barretstown and
the many other local initiatives supported
by the Group. In 2020, we launched
the Domino’s Partners Foundation, a
charity focused on supporting our Group
and franchisee colleagues across our
operations in the UK and Ireland. During
the year, the Board established a new
Sustainability Committee to provide
additional focus on the Group’s approach
to all aspects of sustainability. The Board
reviews its Environmental Policy annually,
which has been revised and updated to
incorporate the Group’s commitment to
science-based carbon-reduction targets
and to the Group to achieving Net Zero
by 2050.
34 Domino’s Pizza Group plc
WE GOT
THIS
STRATEGIC REPORT
GOVERNANCEOVERVIEW FINANCIAL STATEMENTS
35Annual Report & Accounts 2021
ENGAGING WITH OUR STAKEHOLDERS AND WORKFORCE
Our stakeholders Communities Consumers Employees Franchisees Shareholders Suppliers
Why they
matter
We recognise that we have a responsibility
to ensure we’re a force for good within the
neighbourhoods that we operate in, by
supporting local initiatives, being a good
neighbour and providing employment.
With increasing numbers of competitors
and changing consumer tastes,
understanding the needs of our customers
allows us to continually improve our
service, products and experience.
Our dedicated and experienced
colleagues are a key asset of
our business. We recognise
the importance of creating and
maintaining a positive working
environment and providing
opportunities for individuals
to fulfil their potential.
We recognise the critical role that
franchisees play in the long-term success
of the business, by providing outstanding
customer service; day-in, day-out.
Franchisees are the custodians of the
Domino’s brand at store-level and it is the
Company’s role to provide franchisees
with the support they need to operate
efficient and profitable businesses and
to maintain the highest brand standards.
Our shareholders have invested
in the Company’s shares and
expect to see a return on their
investment. Shareholders play
an important role in the oversight
of the Group’s governance.
An efficient supply chain
is integral to the Group’s
business model, and the
relationship with our suppliers
is a key element in achieving
our operational goals.
How we
engage
Local and national charity fundraising and
community initiatives.
Local council engagement.
Food bank donations.
Digital platforms and social media used to
share information.
We obtain customer feedback through
a variety of channels to ensure we keep
improving the customer experience
and stay abreast of their expectations.
Our Feed Us Back programme, in
which customers who provide us with
a valid email address are invited to
complete a survey, remains our biggest
customer satisfaction programme.
The questionnaire focuses on six key
measures and metrics, relating to overall
satisfaction, value, timeliness, taste,
accuracy and appearance of food. We also
engage through consumer taste panels,
bespoke surveys and research panels.
Our colleague engagement
mechanisms comprise various
communication channels
including annual engagement
surveys, All Colleague Meetings
held every six weeks, and
the ‘Share a Voice’ colleague
forums. Further details on the
forums can be found in the
workforce engagement section
on page 85.
Engagement with our franchisee
community is integral to our business
model. There is regular contact with
franchisees by the Chief Executive
Officer and the Executive Leadership
team, both formal and informal, and
through dedicated business partners.
The Company and franchisees operate
a number of established forums to
collaborate on marketing activity,
technical matters and operations issues.
We maintain a constructive
dialogue with shareholders and
engage with them regularly to
understand their perspectives
and ensure these are considered
in our decision-making.
Engagement with our
suppliers is through a
combination of organised
events (e.g. annual supplier
conference), periodic
performance/commercial
reviews conducted by our
procurement teams and
supplier assurance function.
Issues raised
Local communities expect the Company
to operate safely and sustainably. We have
been approached directly and via social
media on the safety measures deployed
in our supply chain centres to allow them
to remain open and operate safely during
Covid-19. We receive queries on our
approach to maintaining animal welfare
standards and tackling food poverty.
In 2021, consumers raised queries on
our plans to extend the product range
to include vegan-friendly options.
We also had requests for product items
that had temporarily been removed
due to Covid-19 related operational
requirements to be re-introduced to the
menu and for the Company to consider
adding product options for the Christmas
festive period. During the period of
Covid-19 restrictions, customers asked
how we could offer collection facilities
in a safe and secure manner.
As with 2020, ongoing
communications with
colleagues in 2021 was heavily
weighted towards our working
arrangements around the
risks posed by Covid-19 and
arrangements to return to
the office. Colleagues also
raised questions about pay and
benefits and the Company’s
response to securing HGV
drivers to meet operational
needs in the latter part of 2021.
There is ongoing dialogue with
franchisees on store level profitability
and the support provided by the
Company, including how to improve
labour-efficiency and cost-management.
Franchisees have engaged with
management on strategic development,
the ongoing franchisee/franchisor
relationship, marketing activity,
new product development and IT/
eCommerce development. There has
been close cooperation with franchisees
on the operational standards required
to maintain safe working arrangements
throughout the Covid-19 pandemic.
During the year shareholders
have questions about Directors’
remuneration, the franchisee/
franchisor dispute, the application
of our capital allocation
framework, the Group’s response
to climate change and approach
to sustainability more generally,
and a range of strategic and
operational matters.
The relationship with our
suppliers is commercially
focused and yet very
collaborative. We have
continued to work closely
with our suppliers to maintain
100% availability of the
products supplied to stores
during a period of supply
chain pressure faced by many
businesses and an increasingly
inflationary environment.
Due to Covid-19, we have not
been able to hold some of the
organised events typically
held in our annual calendar
which would ordinarily provide
suppliers the opportunity to
meet management in person.
How we
responded
We have engaged directly with members
of the public and local MPs to explain
the working practices in place during the
Covid-19 pandemic. We have worked closely
with our primary authority in Milton Keynes
which has provided assured advice on the
Covid-19 related safety measures to be
implemented on our sites. Our management
of environmental, social or governance
(‘ESG’) and sustainability includes
maintaining high animal welfare standards
and partnering with Fareshare to help tackle
food poverty.
The Company has expanded its product
range to include vegan-friendly options
and started the process of reintroducing
menu options suspended during 2020.
The Company also added festive
product lines in November 2021. In-car
collection was launched in 2021 to allow
customers to collect from our stores
safely and securely.
Management has maintained
regular dialogue with colleagues
on Covid-19 operational
controls, which were adopted
to maintain their safety and
the operational efficiency
of our supply chain centres.
Office-based colleagues will
return to the office in 2022 with
hybrid working patterns being
offered. Pay and conditions for
colleagues were benchmarked
to ensure that they remain fair
and competitive and a range
of benefits offered to secure
additional HGV drivers.
The Company has engaged with the
Domino’s Franchise Association to
develop a package of proposals that
would create a collaborative and
growth-oriented relationship between
the Company and franchisees, and
accelerate both near-term and long-term
growth in the business. The proposals
were overwhelmingly supported by
the UK franchisees and announced on
16 December 2021. Further details are
included on pages 8 to 9.
The Board considered, and took
account of, shareholder views
in reaching the resolution with
franchisees in December 2021 and
in the application of its capital
allocation philosophy during the
year. The Board has also increased
its focus on climate change and
sustainability, establishing a
new Board committee to provide
oversight of sustainability and
introducing ESG measures
into the remuneration policy.
The Remuneration Committee
consulted with shareholders on
remuneration during 2021 and
again in January 2022.
We are re-introducing our
pattern of organised supplier
events as soon as possible
and plan to undertake a
formal supplier engagement
survey in early 2022.
Our stakeholders are integral to the long-term success of the business.
We are committed to a process of continual improvement of our
engagement processes.
* For further details on our
Colleague Forums, see page 85
on workforce engagement.
For more information on how
we consider stakeholder views
at Board level to promote
the long-term success of our
business, see our Section 172
Statement on page 34.
36 Domino’s Pizza Group plc
Our stakeholders Communities Consumers Employees Franchisees Shareholders Suppliers
Why they
matter
We recognise that we have a responsibility
to ensure we’re a force for good within the
neighbourhoods that we operate in, by
supporting local initiatives, being a good
neighbour and providing employment.
With increasing numbers of competitors
and changing consumer tastes,
understanding the needs of our customers
allows us to continually improve our
service, products and experience.
Our dedicated and experienced
colleagues are a key asset of
our business. We recognise
the importance of creating and
maintaining a positive working
environment and providing
opportunities for individuals
to fulfil their potential.
We recognise the critical role that
franchisees play in the long-term success
of the business, by providing outstanding
customer service; day-in, day-out.
Franchisees are the custodians of the
Domino’s brand at store-level and it is the
Company’s role to provide franchisees
with the support they need to operate
efficient and profitable businesses and
to maintain the highest brand standards.
Our shareholders have invested
in the Company’s shares and
expect to see a return on their
investment. Shareholders play
an important role in the oversight
of the Group’s governance.
An efficient supply chain
is integral to the Group’s
business model, and the
relationship with our suppliers
is a key element in achieving
our operational goals.
How we
engage
Local and national charity fundraising and
community initiatives.
Local council engagement.
Food bank donations.
Digital platforms and social media used to
share information.
We obtain customer feedback through
a variety of channels to ensure we keep
improving the customer experience
and stay abreast of their expectations.
Our Feed Us Back programme, in
which customers who provide us with
a valid email address are invited to
complete a survey, remains our biggest
customer satisfaction programme.
The questionnaire focuses on six key
measures and metrics, relating to overall
satisfaction, value, timeliness, taste,
accuracy and appearance of food. We also
engage through consumer taste panels,
bespoke surveys and research panels.
Our colleague engagement
mechanisms comprise various
communication channels
including annual engagement
surveys, All Colleague Meetings
held every six weeks, and
the ‘Share a Voice’ colleague
forums. Further details on the
forums can be found in the
workforce engagement section
on page 85.
Engagement with our franchisee
community is integral to our business
model. There is regular contact with
franchisees by the Chief Executive
Officer and the Executive Leadership
team, both formal and informal, and
through dedicated business partners.
The Company and franchisees operate
a number of established forums to
collaborate on marketing activity,
technical matters and operations issues.
We maintain a constructive
dialogue with shareholders and
engage with them regularly to
understand their perspectives
and ensure these are considered
in our decision-making.
Engagement with our
suppliers is through a
combination of organised
events (e.g. annual supplier
conference), periodic
performance/commercial
reviews conducted by our
procurement teams and
supplier assurance function.
Issues raised
Local communities expect the Company
to operate safely and sustainably. We have
been approached directly and via social
media on the safety measures deployed
in our supply chain centres to allow them
to remain open and operate safely during
Covid-19. We receive queries on our
approach to maintaining animal welfare
standards and tackling food poverty.
In 2021, consumers raised queries on
our plans to extend the product range
to include vegan-friendly options.
We also had requests for product items
that had temporarily been removed
due to Covid-19 related operational
requirements to be re-introduced to the
menu and for the Company to consider
adding product options for the Christmas
festive period. During the period of
Covid-19 restrictions, customers asked
how we could offer collection facilities
in a safe and secure manner.
As with 2020, ongoing
communications with
colleagues in 2021 was heavily
weighted towards our working
arrangements around the
risks posed by Covid-19 and
arrangements to return to
the office. Colleagues also
raised questions about pay and
benefits and the Company’s
response to securing HGV
drivers to meet operational
needs in the latter part of 2021.
There is ongoing dialogue with
franchisees on store level profitability
and the support provided by the
Company, including how to improve
labour-efficiency and cost-management.
Franchisees have engaged with
management on strategic development,
the ongoing franchisee/franchisor
relationship, marketing activity,
new product development and IT/
eCommerce development. There has
been close cooperation with franchisees
on the operational standards required
to maintain safe working arrangements
throughout the Covid-19 pandemic.
During the year shareholders
have questions about Directors’
remuneration, the franchisee/
franchisor dispute, the application
of our capital allocation
framework, the Group’s response
to climate change and approach
to sustainability more generally,
and a range of strategic and
operational matters.
The relationship with our
suppliers is commercially
focused and yet very
collaborative. We have
continued to work closely
with our suppliers to maintain
100% availability of the
products supplied to stores
during a period of supply
chain pressure faced by many
businesses and an increasingly
inflationary environment.
Due to Covid-19, we have not
been able to hold some of the
organised events typically
held in our annual calendar
which would ordinarily provide
suppliers the opportunity to
meet management in person.
How we
responded
We have engaged directly with members
of the public and local MPs to explain
the working practices in place during the
Covid-19 pandemic. We have worked closely
with our primary authority in Milton Keynes
which has provided assured advice on the
Covid-19 related safety measures to be
implemented on our sites. Our management
of environmental, social or governance
(‘ESG’) and sustainability includes
maintaining high animal welfare standards
and partnering with Fareshare to help tackle
food poverty.
The Company has expanded its product
range to include vegan-friendly options
and started the process of reintroducing
menu options suspended during 2020.
The Company also added festive
product lines in November 2021. In-car
collection was launched in 2021 to allow
customers to collect from our stores
safely and securely.
Management has maintained
regular dialogue with colleagues
on Covid-19 operational
controls, which were adopted
to maintain their safety and
the operational efficiency
of our supply chain centres.
Office-based colleagues will
return to the office in 2022 with
hybrid working patterns being
offered. Pay and conditions for
colleagues were benchmarked
to ensure that they remain fair
and competitive and a range
of benefits offered to secure
additional HGV drivers.
The Company has engaged with the
Domino’s Franchise Association to
develop a package of proposals that
would create a collaborative and
growth-oriented relationship between
the Company and franchisees, and
accelerate both near-term and long-term
growth in the business. The proposals
were overwhelmingly supported by
the UK franchisees and announced on
16 December 2021. Further details are
included on pages 8 to 9.
The Board considered, and took
account of, shareholder views
in reaching the resolution with
franchisees in December 2021 and
in the application of its capital
allocation philosophy during the
year. The Board has also increased
its focus on climate change and
sustainability, establishing a
new Board committee to provide
oversight of sustainability and
introducing ESG measures
into the remuneration policy.
The Remuneration Committee
consulted with shareholders on
remuneration during 2021 and
again in January 2022.
We are re-introducing our
pattern of organised supplier
events as soon as possible
and plan to undertake a
formal supplier engagement
survey in early 2022.
STRATEGIC REPORT
GOVERNANCEOVERVIEW FINANCIAL STATEMENTS
37Annual Report & Accounts 2021
SUSTAINABILITY
AS A BUSINESS THAT
STRIVES TO HAVE A
POSITIVE IMPACT
WHEREVER WE OPERATE,
OUR APPROACH
TO SUSTAINABILITY
CONTINUES TO GROW
AND EVOLVE
38 Domino’s Pizza Group plc38
NON-FINANCIAL INFORMATION STATEMENT
In line with our commitment to upholding high standards of conduct and compliance, we align our reporting to the Non-Financial
Reporting requirements of sections 414CA and 414CB set out in the Companies Act 2006.
OUR MATERIAL SUSTAINABILITY ISSUES
CORPORATE
GOVERNANCE
This comprises
Board composition,
remuneration, and
the integration of
sustainability criteria
into decision-making.
OUR PEOPLE
How we attract,
develop, and retain
the best people from
a diverse talent pool
while maintaining high
labour standards.
ENVIRONMENTAL
PERFORMANCE
Particularly as it relates
to waste minimisation,
climate change, and
carbon reduction.
RESPONSIBLE
SUPPLY CHAIN
MANAGEMENT
As it relates to social
and environmental
impacts in our up
and downstream
extended operations.
CUSTOMER
WELFARE
Pertaining to product
safety and quality
as well as health
and nutrition.
The five material issues above are far from our only
responsible business priorities but they appear consistently
at the top of the agenda when we engage with our internal
and external stakeholders. As such, they form the foundation
of our Group sustainability approach, which is subject to
ongoing reviews and continuous development.
Our business model relies on long-term, trusted partnerships
with franchisees, business partners, and suppliers, making
our management of sustainability performance more complex
than in many otherwise comparable organisations. Where we
exercise partial or indirect control, for example with franchisees,
we encourage sustainable behaviour by setting and promoting
policies that create a strong foundation for action. These
frameworks are implemented across our corporate stores
and Supply Chain Centres (‘SCC’), as well as by our franchisees
and supply chain partners.
Required information Policies and due-diligence Coverage
Environmental matters • Environmental policy
See page 42
Employees • Code of Conduct
• Health and Safety Policy
• Diversity Policy
• Bullying, Harassment & Discrimination Policy
• Gender Pay Gap Report
• Learning and Development Policy
• CEO Pay Ratio Reporting
See pages 41 and 117
Social matters • Charity guidelines
• Matched-giving guidelines
See page 50
Respect for human rights • Data Protection Policy
• Modern Slavery Statement
• Human Rights Policy
• Supplier Technical Manual
See pages 47 and 48
Anti-corruption and bribery matters • Anti-Bribery and Corruption Policy
• Risk Management Policy
• Criminal Finances Act Policy
• Whistleblowing Policy
See page 40
Description of the business model
See page 16
Principal risks and impact of business activity
See pages 59 to 68
Non-financial key performance indicators
See page 32
STRATEGIC REPORT
GOVERNANCEOVERVIEW FINANCIAL STATEMENTS
39Annual Report & Accounts 2021 39
CASE STUDY
SUSTAINABILITY
GOVERNANCE
STRUCTURE
In 2021, we developed our approach to sustainability governance. In addition to
the working groups that had previously been established, a Sustainability Steering
Group, chaired by the Chief Executive was created. Members of the Leadership
Team with responsibility for sustainability matters are also members. Further to this,
we are pleased to announce a Board Sustainability Committee has been established,
giving additional oversight of the Group’s material Sustainability matters.
SUSTAINABILITY CONTINUED
ANTIBRIBERY AND CORRUPTION
Our Anti-Bribery and Corruption Policy
is shared with all new suppliers and those
undergoing a contract review. If any
supplier were to act in contravention of
the standards of this policy, their contracts
with Domino’s could be terminated
immediately. We also have a separate
Due Diligence Policy within the Anti-
Bribery and Corruption Policy that we
use to assess the potential risk of bribery
in a new supplier, and the level of due
diligence required as a result. We have
mandatory training on compliance with
our Anti-Bribery and Corruption Policy.
WHISTLEBLOWING
In 2021, our Speak Up Policy was re-
approved by the Board, following a re-
launch in 2020 to remove references to the
term ‘whistleblowing’. The Speak Up Policy
encourages colleagues and third parties
to report any genuine concerns regarding
ethical misconduct and malpractice. It also
emphasises the Company’s zero-tolerance
The Board and its committees oversee
our sustainability efforts, set strategic and
financial objectives, implement robust risk
management frameworks, and establish
the ethical standards we abide by.
In recent years, we have created working
groups in key sustainability areas, bringing
together experts and those with functional
responsibilities who meet regularly to
identify key actions and develop our
approach.
We ensure our commercial partners adhere
to agreed standards through a programme
of audits and other forms of assessments.
While we provide guidance, support,
and tools on key processes and policies
for franchisees, they operate their teams
independently and are responsible for
their own policies and day-to-day business.
Our corporate governance
structure and activities are
described in more detail
See page 76
CORPORATE GOVERNANCE
The Board holds responsibility for embedding
sustainable business practices across our operations.
Sustainability
Steering
Group
Board
Sustainability
Committee
Working
Groups
approach to detrimental treatment against
anyone who does raise concerns. We
remain committed to conducting business
in an environment of openness and
transparency with integrity engrained in
everything we do. No reports relevant to
the Speak Up Policy were received in 2021.
During 2021, all UK and Ireland employees
were invited to anonymously share their
views in relation to Speaking Up. The
purpose of the survey was to assess
colleagues’ perceptions of the Speak
Up procedures hotline facility and to
determine if there are reasons for the
Company receiving few whistleblowing
reports. An area of focus for 2022 is to
increase awareness of the Speak Up hotline
within the workforce.
We continue to provide access to an
independent, confidential reporting
hotline available 24 hours, 7 days a week to
ensure that any matters of ethical concern
receive an independent investigation and
appropriate follow-up action.
SUSTAINABILITY ACCOUNTING
STANDARDS BOARD ‘SASB’
In 2021 we made our first report against
the SASB framework. The SASB framework
helps businesses identify, manage and
report on financial aspects of sustainability
consistently and transparently.
40 Domino’s Pizza Group plc
OUR PEOPLE
We believe that when our colleagues thrive, we thrive.
We promote open and honest communication within the
business and provide support to enable our colleagues
to develop, grow, and achieve their potential.
PROMOTING DIVERSITY AND INCLUSION
The business has a strong commitment to
creating a diverse and inclusive working
environment, and a culture where every
colleague feels welcome and empowered.
We believe in the benefits of bringing
a wide range of skills, experience, and
perspectives into our business. We do not
condone any type of bullying, harassment,
or discrimination in the workplace.
We made progress on our diversity targets
in 2021, at both at Board level and within
our senior management. In early 2021 we
published diversity targets for the business
which included a commitment to reach, and
exceed, the targets set out in the Hampton-
Alexander and Parker Reviews. We achieved
our goal of 33% female Board representation
during 2021 with a target to increase female
Board presentation to 40% by the end of
2025. We will maintain at least one Board
member from Black, Asian and Minority
Ethnic (‘BAME’) backgrounds, increasing
to two Board members from BAME
backgrounds by 2025. The Board Diversity
Policy requires gender and diversity to be
taken into consideration when evaluating
the skills, knowledge and experience
desirable to fill each Board vacancy.
We also set targets to increase the
diversity in our senior management team
and are working towards 36% of senior
roles being held by female executives by
2022, rising to 44% by 2025, and for 6% of
senior roles to be held by BAME executives
by 2022, rising to 12% by 2025. We are
continuing to invest in our people through
various career development initiatives
including programmes such as
‘Stepping into Leadership’.
1,906
2021 All
Colleagues
1
:
437 female
1,469 male
1. As at 26 December 2021.
2. The number of employees for 2020 has been
restated to include only continued operations.
1,692
2020²
395 female
1,297 male
41
2020²
11 female
30 male
11
2020
3 female
8 male
48
2021 Senior
Management
1
:
13 female
35 male
9
2021 Group
Directors
1
:
3 female
6 male
STRATEGIC REPORT
GOVERNANCEOVERVIEW FINANCIAL STATEMENTS
Annual Report & Accounts 2021 41
ENVIRONMENTAL PERFORMANCE
We continue to develop oversight, analysis and initiatives to
minimise the impact our operations have on the environment.
We have set science-
based emission-reduction
targets (‘SBT’) to reduce
our greenhouse gas (‘GHG’)
emissions in line with the Paris
Agreement to limit global
warming to 1.5 °C. This target
will cover our own emissions
and those arising from our
supply chain activities, as well
as committing to Net Zero.
Minimising waste from our
SCCs and corporate stores,
and providing franchisees
with the tools to do so. Where
it is not possible to avoid
surplus food, we will ensure
it is distributed to those who
need it the most or is used in
purposeful ways.
SUSTAINABILITY CONTINUED
Climate change Food waste Packaging waste Partnerships
Ensuring we learn from others
and share environmental lessons
by joining sector collaborations
and initiatives, and by disclosing
our impacts more transparently.
We are progressing our
approach to reporting against
the Task Force on Climate-
Related Financial Disclosures
(‘TCFD’) recommendations,
as well as those of SASB.
Reviewing the upstream and
downstream impacts of our
packaging to ensure they are
as low-impact as they can be
across their lifecycle as well
as minimising our single-use
plastic footprint.
WASTE
As a business, we dedicate time and
resource to reducing our waste footprint.
We have a longstanding objective
to achieve zero waste to landfill,
operationalised in our commitment to
minimise waste, increase the proportion
of waste that is recycled or recovered,
switching to more sustainable materials
and helping customers recycle. We are
continuously working to increase the
quantity of recyclable materials that we
use, whilst ensuring we maintain our food
safety and quality standards.
In 2021, Domino’s created 21,312 tonnes
of packaging waste from our operations
across the UK and Ireland, including both
transit packaging and customer packaging.
The packaging was made up of cardboard
(92%) and plastic (7.5%), with minor uses
of steel, aluminium and wood. Our pizza
boxes are made from 70% recycled
materials, with the remaining 30%
being Kraft, Forest Stewardship Council
(‘FSC’) certified. They also remain 100%
recyclable. The Kraft material is required
for the food contact part of the box.
During the year, our five SCCs produced
6,303 tonnes of waste and the corporate
stores a total of 345 tonnes. Out of the
total 6,648 tonnes of waste, the vast
majority was recycled (87.5%) with small
proportions being recovered in different
ways (10.5%) and even smaller proportions
being sent to landfill (2%).
We believe in learning from our peers
and working through partnerships, so
we continue to engage with organisations
and initiatives such as The Waste and
Resources Action Programme (‘WRAP’),
The Local Authority Recycling Advisory
Committee (‘LARAC’), and the British
Retail Consortium as part of continuous
improvement of the recyclability
and minimisation of our waste.
Domino’s expects all suppliers to rethink
use of single use plastics within their
businesses to minimise and where possible
eliminate their use. Domino’s encourages
all suppliers to adopt the REDUCE – REUSE
– RECYCLE philosophy when identifying
what packaging to utilise. In 2022 we will
continue to work with our suppliers to
remove as much packaging as possible
before goods are delivered to our SCCs.
Within our own operations, in 2022 we
are trialling using re-usable packaging for
some of our key bulk-order product lines
which we hope will further reduce the use
of cardboard in our deliveries.
Our environmental policy outlines our commitment to compliance, and to improving performance
across key areas such as energy and carbon, waste and packaging, and water usage.
42 Domino’s Pizza Group plc
ENERGY REDUCTION MEASURES
Following successful pilot programmes, in 2021 we began
fitting our trailers with upgraded fridge technology, running
on electricity rather than independent diesel engines. 76% of
our trailers will have this technology, which not only reduces
GHG emissions but also noise levels. We are also considering
other more energy-efficient ways to power our delivery fleet,
including reviewing alternative fuel options and undertaking a
trial of electric trailers and vans.
GREENHOUSE GAS EMISSIONS
GHG emissions are our most material environmental impact.
They stem from the energy used in our SCCs, stores and support
offices, the transportation we use within our operations (direct
Scope 1 and 2 emissions) as well as waste, our agricultural supply
chains, the transport and distribution of ingredients and products,
and emissions from our franchisees (Scope 3 emissions). Together,
they contribute to climate change which in turn represents one
of the greatest challenges of our time. Solving the challenge is
not only a moral imperative but also built into the expectations
of what it means to be a responsible company. A growing list of
stakeholders, including investors, regulators, and our employees,
have made it clear that environmental sustainability must continue
to be regarded as a priority.
2021 marks the ninth year of reporting on our GHG emissions and
we have collected more actual data than ever before to better
track and understand our emissions, as well as analysing the data
to identify where we can make improvements. To ensure accurate
year-on-year comparisons of our performance, we have restated
our 2020 balances in line with the restatement policy as outlined
in our Greenhouse Gas Emissions Data Reporting Principles
and Methodologies document (‘Methodology Document’) The
restatement was required as we made updates to our calculation
methodology during the year.
In addition to our own internal processes and governance,
Domino’s Pizza Group has commissioned independent third-
party assurance on selected metrics. PricewaterhouseCoopers
LLP (‘PwC’) carried out a limited assurance engagement on
selected GHG emissions data for the year ending 31 December
2021 in accordance with International Standard on Assurance
Engagements 3000 (revised) and 3410, issued by the International
Auditing and Assurance Standards Board. A copy of PwC’s
report and our Methodology Document is on our website
https://corporate.dominos.co.uk/Limited-emissions-assurance.
The figures that have been covered by this assurance process
are indicated in the table below by the following symbol:
GREENHOUSE GAS EMISSIONS SUMMARY FOR 2021
Our reporting period for GHG emissions reflects the 2021 calendar year, from 1January to 31 December.
Tonnes of CO2e – All operations Tonnes of CO2e – UK only
2021 2020 2021 2020
Total CO
2
e emissions (market-based) 17,044 N/A 15,888 N/A
Total CO
2
e emissions (location-based) 16,753 15,188 15,257 13,922
Scope 1 12,948
11,344 11,792 10,319
Scope 2 (location-based) 3,805
3,844 3,465 3,603
Scope 2 (market-based) 4,096 N/A 4,096 N/A
tCO
2
e per tonnes of dough produced (location-based) 0.34 0.34 0.33 0.33
Total energy consumption (MWh) 73,289 63,641 67,313 58,413
1. To ensure an accurate year-on-year comparison of our performance, we have restated our 2020 balances in line with the restatement policy as outlined in our
Methodology Document. The restatement was required as we made updates to our calculation Methodology Document during the year.
2. We have adopted the operational control approach to calculating our emissions and have used a combination of Defra and SEA of Ireland emission factors to
calculate our carbon emissions across our footprint. For specific details on how we report our GHG emissions please refer to our Methodology Document on
the Domino’s website https://corporate.dominos.co.uk/Limited-emissions-assurance.
Domino’s Pizza Group has estimated its Scope 3 in accordance with the Greenhouse Gas Protocol Corporate Standard using a
screening methodology. The screening methodology has reviewed all 15 potential categories as defined in Greenhouse Gas Protocol
and has modelled seven categories (including category 1 – Purchased Goods & Services; and category 12 – End-of-Life Treatment of
Sold Products) which are deemed to be the most material to the Group’s operations. For 2021, the estimated Scope 3 emissions for
all operations amounted to 510,253 tonnes of CO
2
e.
ANALYSIS
Total location-based CO
2
e emissions in the UK have risen by 9.6%
compared to last year. The opening of the Cambuslang Supply
Chain Centre, which started production in March 2021 accounts
for the majority of the increase. Stores which are now being
serviced by Cambuslang were previously serviced by a third-party
for deliveries and would have therefore previously formed part of
our Scope 3 emissions. The remaining proportion of the increase
is largely due to increased volumes produced during the year,
linked to increased sales. Total location-based CO
2
e emissions
across all operations have increased by 10.3% for the same reasons.
STRATEGIC REPORT
GOVERNANCEOVERVIEW FINANCIAL STATEMENTS
43Annual Report & Accounts 2021
CDP
As with previous years, in 2021 we
completed the CDP climate assessment,
obtaining an overall score of C. The CDP
questionnaire is a voluntary energy and
carbon rating exercise, requested by
investors and other financial stakeholders.
The C score indicates a solid performance
at the ‘Awareness’ level – in line with our
industry peers, and maintained from 2020.
With the increased focus on governance
around climate change, commitments to
SBT and the steps we will be taking to Net
Zero, we anticipate that the Group climate
change score will improve. In 2022, the
Group will now be completing the CDP
forest assessment.
SUSTAINABILITY CONTINUED
SCIENCEBASED TARGETS
INITIATIVE ‘SBTi’
In 2021, we committed to a set of science-
based targets through the SBTi. This
requires that carbon reduction plans are
submitted for validation within 24 months
of a commitment being made. Our formal
submission to SBTi has been made and
the validation process will begin in 2022.
Our submission sets out the Company’s
planned approach to reduce Scope 1 and
Scope 2 emissions by 42% by 2031, and
Scope 3 emissions by 25% by 2031. The
Company will report on progress against
the targets on an annual basis.
SCIENCE-BASED EMISSIONS
REDUCTION TARGETS
CASE STUDY
FOOD BASKET
INITIATIVE
In 2021 we embedded the use of returnable food baskets for a number
of products being delivered into stores and SCCs in the UK. The food
basket initiative will vastly reduce the use of cardboard boxes in our
supply chain. The table below shows the estimated benefit from using
food baskets in 2021 across our UK sites:
Supply Chain Centre
Cardboard removed
from supply chain
(kg)
Cardboard recycled at
SCCs and not sent to stores
(kg)
Cambuslang 17,284 90,847
Milton Keynes 86,367 51,525
Warrington 49,668 169,105
Total 153,319 311,477
2021
Scope 1 & 2
-42%
2031
2021
Scope 3
-25%
2031
Within our own operations, in 2022 we are trialing using reusable
packaging for some of our key bulk-order product lines which we
hope will further reduce the use of cardboard in our deliveries.
44 Domino’s Pizza Group plc
TCFD
The Board is committed to full implementation of the reporting recommendations of the TCFD.
The Company is required to implement the reporting recommendations of TCFD (as set out in Listing Rule LR 9.8.6R) for the accounting
period starting on 27 December 2021. The Company is opting to report earlier than required as our increased focus on climate change
is consistent with our purpose and values and we are aiming to align with best practice as quickly as possible. We reported in last year’s
Annual Report that we would be implementing the reporting requirements of TCFD over a two-year period. We have chosen to adopt
a phased approach as we are in a transition phase and are not yet in position to report fully against each of the TCFD recommended
disclosures relating to strategy and metrics & targets. We are working towards completing the necessary analysis and modelling to
enable full disclosure in the 2022 Annual Report. In the table below, we have set out details of our progress in implementing the TCFD
reporting recommendations.
On page 46 we have summarised the Group’s ongoing work programme, set against the core elements of the TCFD reporting guidelines.
We are developing our plans to become Net Zero by 2050 and plan to share details of our pathway to Net Zero during 2022.
Governance Strategy Risk Management Metric and Targets
Disclose the organisation’s
governance around
climate related risks
and opportunities.
Disclose the actual and
potential impacts of climate-
related risks and opportunities
on the organisation’s
businesses, strategy, and
financial planning where
such information is material.
Disclose how the organisation
identifies, assesses, and
manages climate-related risks.
Disclose the metrics and targets
used to assess and manage
relevant climate-related risks
and opportunities where such
information is material.
Recommended Disclosures Recommended Disclosures Recommended Disclosures Recommended Disclosures
a) Describe the Board’s
oversight of climate-related
risks and opportunities.
Included in 2021 disclosure
a) Describe the climate-related
risks and opportunities the
organisation has identified
over the short, medium, and
long term.
Included in 2021 disclosure
a) Describe the organisation’s
processes for identifying and
assessing climate-related risks.
Included in 2021 disclosure
a) Disclose the metrics used
by the organisation to assess
climate related risks and
opportunities in line with its
strategy and risk management
process.
To be developed and reported
in the 2022 Annual Report
b) Describe management’s
role in assessing and
managing climate-related
risks and opportunities.
Included in 2021 disclosure
b) Describe the impact
of climate related risks
and opportunities on the
organisation’s businesses,
strategy, and financial planning.
To be developed and reported
in the 2022 Annual Report
b) Describe the organisation’s
processes for managing
climate-related risks.
Included in 2021 disclosure
b) Disclose Scope 1,
Scope 2, and, if appropriate,
Scope 3 greenhouse gas
(GHG) emissions, and the
related risks.
Included in the 2021
Annual Report
c) Describe the resilience of
the organisation’s strategy,
taking into consideration
different climate-related
scenarios, including a 2°C
or lower scenario.
To be developed and reported
in the 2022 Annual Report
c) Describe how processes
for identifying, assessing, and
managing climate-related
risks are integrated into the
organisation’s overall risk
management.
Included in 2021 disclosure
c) Describe the targets used
by the organisation to manage
climate-related risks and
opportunities and performance
against targets.
To be developed and reported
in the 2022 Annual Report
STRATEGIC REPORT
GOVERNANCEOVERVIEW FINANCIAL STATEMENTS
45Annual Report & Accounts 2021
GOVERNANCE
Disclose the
organisation’s
governance around
climate-related risks
and opportunities
•
In 2021 we established the Sustainability
Committee, a principal committee of the
Board, which oversees the Group’s approach
to managing climate-related risks and
opportunities. Climate-related risks and
opportunities are discussed at Board meetings,
e.g. as they relate to supply chain impacts, and
current and emerging regulation
•
Day-to-day responsibility for running the
business, including climate change issues,
rests with the Chief Executive. The Chief
Executive Officer chairs the Group’s
Sustainability Steering Group which
comprises of executives across the Group
with responsibility for managing the Group’s
sustainability initiatives, including climate-
related initiatives
•
The Supply Chain Director has responsibility
for operational delivery of climate change
initiatives, as the supply chain has the most
impacted environmental matters, e.g. fleet
and energy procurement. The Chief Marketing
Officer is responsible for communication on
these issues, and has overall responsibility for
corporate communication and reputational
management. Both of these positions report
to the Chief Executive
•
The Company Secretary briefs the Board on
climate-related issues, and any issues raised
are monitored via our risk assessment process
•
Climate-related working groups, bringing
together functional leads and experts from across
the business, are working on initiatives linked to
our SBT and pathway to Net Zero. This approach
is similar to arrangements we have in place for
other non-financial risks such as allergens and
customer health. This approach will help us
identify bottom-up risks and put in place actions
STRATEGY
Disclose the actual
and potential impacts
of climate-related
risks and opportunities
on the organisation’s
business, strategy,
and financial planning
where such information
is material
•
The Board monitors the impact of climate
change risk and opportunities on the Group’s
strategy and business model. It considers the
impact over the short (1-2 years), medium
(2–5 years) and long (5-10 years) term, in
line with other business planning horizons
•
The physical risks associated with climate
change are set out on page 66
•
Policy and legal changes may impose costs on us,
e.g. the introduction of a carbon tax or upgrading
to low-carbon technologies across our fleet, SCCs
and store estate. However, in the long run, we may
benefit from operational cost savings as a result of
electrification and reducing our overall energy bill
•
Our plans for the future include continuing to
identify climate-related risks whilst refining our
regular risk management process as it relates
to climate. In the year to come, we plan to
develop our mechanisms to better identify and
disclose climate-related opportunities. By 2023,
we will have conducted and reported on potential
future climate states and their likely impacts on
our business
RISK MANAGEMENT
Disclose how the
organisation identifies,
assesses, and manages
climate-related risks
•
We review risks and opportunities on a quarterly
basis as part of an extensive and well-established
risk/opportunity management process. The
results are reported to the Executive Leadership
Team for review and action
•
The Board is responsible for identifying the
Group’s principal risks and how they are being
managed or mitigated. All risks are assessed
using our bespoke 5 × 5 risk assessment matrix,
which takes into account probability and
likelihood and level of operational control. We
have linked the risks to the pillars of our strategic
plan and manage an active risk register. The risk
register is reviewed by the Audit Committee
on behalf of the Board which retains overall
responsibility for risk management
•
At a Company level, management considers the
risks of climate change as they apply to DPG’s
stated strategy. This includes the potential costs
and benefits of using lower carbon resources
whether buildings, transport or otherwise
•
At an asset level, each building owned, including
the commissaries and the transportation
method, is reviewed and considered in light of
risks, including potential future regulatory risks.
Opportunities for adopting best practice and the
appropriateness for the business going forwards
are also reviewed in order to be considered as
leaders in the marketplace
METRICS & TARGETS
Disclose the metrics
and targets used to
assess and manage
relevant climate-related
risks and opportunities
where such information
is material
•
The Group manages and monitors its Scope
1 and Scope 2 GHG emissions and reports on
these annually through the Streamlined Energy
and Carbon Reporting (‘SECR’) requirements.
We made public commitments to set a science-
based emissions reduction target and to be
Net Zero by 2050, which will set us on a path
to reduce our emissions in line with the Paris
Agreement goals
•
As part of this commitment, we have expanded
our reporting on Scope 3 emissions. Our
science-based emissions-reduction targets have
been submitted to SBTi for validation and details
are set out on page 44
SUSTAINABILITY CONTINUED
Domino’s Pizza Group plc4646 Domino’s Pizza Group plc
RESPONSIBLE SUPPLY CHAIN MANAGEMENT
We have a long history with our suppliers, with partnerships in some
cases stretching back over 25 years. We work together to ensure that
we are sourcing our products as safely and responsibly as we can.
Our supply chain partners and franchisees
implement our approach; from delivering
safe, legal and high-quality products,
to reducing our environmental impact
through efficiencies and maintaining
customer relationships.
Though our suppliers and franchisee
partners retain ultimate responsibility for
adhering to the policies we set, and for
contributing to our key Group targets,
our due diligence includes rigorous
procurement processes for all new
suppliers and partners, as well as regular
risk assessments and audits for existing
suppliers and stores.
RESPONSIBLE SOURCING
We have a rigorous system in place for
assessing risk and monitoring both new
and existing suppliers. To ensure our
requirements for safe, legal and high-
quality production are met, all suppliers
are vetted and frequently audited by our
procurement and supplier assurance
teams. Covid-19 travel restrictions meant
we carried out physical audits where
possible, and where travel was restricted,
remote food safety audits were carried out.
We audited 100% of food suppliers in 2021
through the new Supplier Assurance team.
All members of the Supplier Assurance
team completed additional training in
ethical and responsible auditing, and
further training is planned for 2022.
In 2021 we updated our Responsible
Sourcing policy and our Supplier Code
of Practice to make our approach more
dynamic. The updated policies were rolled
out to all existing suppliers in September
2021. In 2022, we will continue to undertake
risk-based SMETA audits of our suppliers.
All suppliers, including third-party labour
agencies and service providers are
required to comply with our Supplier Code
of Practice. The Supplier Code of Practice
includes our Code of Conduct and Supplier
Technical Manual, which covers what we
expect of our supply chain partners. The
Supplier Code of Practice is based on
international standards and good practice,
and is an extended version of the Ethical
Trade Initiative’s (‘ETI’) Base Code, in
alignment with the Sedex Members Ethical
Trade Audit (‘SMETA’) scheme.
We expect our suppliers to apply
the principles of the ETI and relevant
International Labour Organisation (‘ILO’)
Standards and Conventions. We recognise
the value in completing routine ethical
audits as an effort to improve standards
with regards to the ETI base code. Domino’s
is SEDEX-registered and recognises audits
by the SEDEX Members’ SMETA scheme,
or Business Social Compliance Initiative
(‘BSCI’) standard as valid.
STRATEGIC REPORT
GOVERNANCEOVERVIEW FINANCIAL STATEMENTS
47Annual Report & Accounts 2021
WORKING WITH SAFE, RESPONSIBLE INGREDIENTS
Our customers expect top quality from
us, so ensuring all our ingredients are safe
and responsibly-sourced is imperative. In
2021, NSF, an independent organisation
providing audit and risk management
services for public health and the
environment, conducted over 1,202 food
safety evaluations in stores with an average
overall score of 93.4%.
Our processes require all core ingredients,
pizza toppings, sides and desserts to be
regularly tested by our internal quality
panel against specifications agreed with
suppliers. All ingredients are also sent,
according to a risk assessed schedule,
to an accredited third-party laboratory
for microbiological and chemical
analysis against agreed protocols and
specifications. The product surveillance
programme ran bi-weekly at the start of
2021 due to Covid-19 restrictions. This
increased to weekly reviews, where
possible to cover all products. Any
issues identified were raised with the
relevant supplier and re-tested. In total,
surveillance testing was undertaken on
100% of available food products and 89%
of all products during 2021, due to menu
simplification as a result of Covid-19.
Our Supplier Technical Manual, which
covers all the policies and processes we
expect of our supply chain, is supported
by a programme of due diligence product
testing between ourselves and our suppliers.
Following an end-to-end risk assessment
of allergen and vegan controls, in 2021
we have developed our vegan-friendly
surveillance testing and completed nearly
100 tests across the range of vegan-
friendly pizzas to validate the controls
used in-store to minimise risk of cross-
contamination. We aim to have no meat
traces at all in our vegan products and
take a zero-tolerance approach to non-
compliance with our suppliers. We will
not hesitate to terminate contracts with
suppliers failing to meet our standards.
Since the relaunch of Gluten Free in
June 2021, we have undertaken mystery-
shopper testing and have sampled a total
of 200 pizzas from different stores across
the network, with all results confirming the
Gluten Free pizzas are within legal tolerance
levels to be labelled as gluten-free.
All stores have access to our Food Safety
Management System, which details the in-
store guidelines for the safe production of
our products. It is based on the principles
of Hazard Analysis and Critical Control
Points (‘HACCP’) and outlines areas such
as temperature-control, allergen-control
procedures, correct storage, dating and
rotation of ingredients, as well as best
practice on managing the health and hygiene
of a store’s environment and colleagues. All
store colleagues are trained on allergens
and allergen management, and are required
to take refresher courses annually.
ANIMAL WELFARE
In 2020, we developed a new approach
to animal welfare which builds on our
mission to do the right thing when it
comes to animals in our supply chain.
As part of this, we established an
internal Animal Welfare Working
Group with Executive Leadership Team
sponsorship from the Group’s Supply
Chain Director to ensure our animal
welfare standards and performance
continue to progress. Our focus is
on the ingredients that go into the
products our customers love the most
– cheese, pork, beef and chicken.
As part of this, we have continued
to work closely with Compassion
in World Farming (‘CIWF’) to create
a credible approach that resonates
with all stakeholders.
We are proud to say that we use:
100%
cage-free for
broiler chicken
100%
cage-free for liquid
egg products
100%
Red Tractor approved
and tether-free for
dairy cattle
93.4%
Average overall food
safety evaluation
score
CIWF also supported us in our engagement
with the Business Benchmark for Animal
Welfare (‘BBFAW’). As at 26 December
2021, we maintained our Tier 3 grading
in BBFAW’s annual review of the world’s
largest food companies.
We procure ingredients on a global
basis and all suppliers, irrespective of
location, must be fully compliant with the
requirements of our animal welfare policy
and be able to demonstrate continuous
improvement. We will continue to engage
with suppliers to ensure our commitments
to animal welfare are upheld.
We published an updated Animal
Welfare Policy in July 2021
which clarified our approach and
commitments to achieving the best
standards of animal welfare throughout
our supply chain. As a minimum, we
expect all our suppliers to meet the
‘five basic freedoms’ principle as
proposed by the Farm Animal Welfare
Council (‘FAWC’) and outlined in
Council Directive 95/58/EC:
•
Freedom from hunger and thirst
•
Freedom from discomfort
•
Freedom from pain, injury and disease
•
Freedom from fear and distress
•
Freedom to express normal behaviour
SUSTAINABILITY CONTINUED
RESPONSIBLE SUPPLY CHAIN MANAGEMENT CONTINUED
48 Domino’s Pizza Group plc
CUSTOMER WELFARE
As a customer-focused business, excellent service and quality are at
the centre of our offering. We seek to inspire our customers through
campaigns to promote choice and high-quality ingredients, charitable-
giving and waste reduction while also engaging with them to ensure
we continue to meet their needs.
As part of our commitment to the health
of our customers, our health working
group ensures we are making progressive
changes to our products, to meet and
exceed consumer expectations. We stay
abreast of trends and opinions through
frequent consumer research, as well as
playing an active role in contributing to
and shaping legislation around public
health. This consumer research has been
integral to our new product pipeline and
new innovations including the Vegan
PepperoNAY pizza which launched in
January 2022.
ALLERGEN MANAGEMENT
In 2021, new food manufacturing standards
were rolled out to all suppliers, including
focus on cross-contamination and control
of allergens at suppliers’ premises. 100%
of food product suppliers were audited
against the standards across the year. We
are working to standardise the collection
of data, investigation, and response to
the allergen-related complaints process,
including investigation by the Technical
Manager for Stores, working with all
relevant parties to manage the end-to-end
process. All customer feedback on our
social media channels and reported via
customer care will be included in the
scope of root-cause investigations.
Furthermore, we plan to further review
the store Food Safety Management
System, aided by a multi-disciplinary
Hazard Analysis and Critical Control
Points (‘HACCP’) team, and provide
clearer advice to stores on what is
mandatory and what is guidance or best
practice. Priority will be given to aspects
of food safety over quality parameters.
We undertook a full review of our store
HACCP and updated the store Food Safety
Management System during 2021. We
have more explicitly defined roles and
where responsibilities lie and have worked
in partnership with our primary authority
to make sure it meets the requirements
for a robust food safety system. A
distinction has been made between food
safety aspects and quality parameters to
distinguish between our brand standards
and operational procedures, which focus
on consistency of quality.
In October 2021 Natasha’s Law came
into effect. Natasha’s Law requires food
outlets to provide full ingredient lists with
clear allergen labelling on Pre-Packed
for Direct Sale foods. We worked closely
with our franchise partners to ensure they
had appropriate levels of knowledge and
processes in place to comply. All stores
and franchise partners were issued with a
briefing document allowing them to easily
identify scenarios where Natasha’s Law
would apply.
PROMOTING HEALTHY EATING
Healthy eating is an important element of
our product development approach. We
are actively working on sugar reduction
activities in line with recommendations in
the Childhood Obesity Strategy and have
submitted our data to benchmark overall
reductions as a nation.
We continue to work with our suppliers
to reduce the overall sugar content in our
products. For example, we previously took
the step to discontinue two of our dessert
options as we were unable to reformulate
these to meet government guidelines.
Similarly, we work with our suppliers
to reduce the amount of salt across our
product range, with several new products
in the final stages of consumer approval.
We continue with our pledges to not
develop any products with hydrogenated
vegetable oils and we do not allow any
added trans fats in any of our ingredients.
We recognise the effect that some artificial
colours have on the hyperactivity of
children and therefore we do not allow
the use of any artificial colours. We do not
allow the use of artificial flavour enhancers
such as monosodium glutamate and all
other flavour enhancers.
100%
of our food suppliers
were audited against our
new food manufacturing
standards
STRATEGIC REPORT
GOVERNANCEOVERVIEW FINANCIAL STATEMENTS
49Annual Report & Accounts 2021
SUSTAINABILITY CONTINUED
MAINTAINING HIGH
HYGIENE STANDARDS
We take hygiene and cleanliness extremely
seriously. Our England, Wales and
Northern Ireland stores are subject to the
Food Hygiene Rating Scheme (‘FHRS’).
Under the FHRS, food businesses are given
one of six ratings on a numerical scale from
‘5’ (very good hygiene standards) to ‘0’
(urgent improvement required). Popularly
referred to as ‘Scores on the Doors’,
the average score awarded to Domino’s
stores in 2021 was 4.95, based on 268
inspections. Any stores receiving a score
below 4 will be subject to investigation and
guidance for improvements will be shared
as soon as possible. The cumulative FHRS
ratings for 2021 puts Domino’s in fifth place
of 20 quick service restaurants, and in first
place amongst pizza brands. 660 stores
also qualified for the Elite scheme, which
is awarded if the last three Environmental
Health Officer visits were a 5-star rating.
In Scotland a ‘pass/fail’ system operated
by the Food Hygiene Information Scheme
(‘FHIS’) exists. In 2021, limited visits took
place due to disruption caused by Covid-19.
100% of stores that were assessed received
a pass rating.
There is no equivalent scheme in Ireland,
however, we are audited by local
Environmental Health Officers, and we
continue to enforce our internal standards
for food safety and hygiene.
THE PARTNERS FOUNDATION
Established in April 2020 during the
Covid-19 pandemic, The Domino’s UK &
Ireland Partners Foundation was created to
support our colleagues in times of hardship,
crisis, or tragedy. The Foundation is an
independent entity and was granted charity
status in November 2020, it is overseen by
an eight-person Board of Trustees made up
of franchisees and Domino’s colleagues.
The Charity provides immediate financial
assistance in the form of grants to all
eligible Domino’s team members.
2021 saw us celebrate the milestone of one
year since we issued our first grant through
the Foundation. From inception to the end
of 2021, we granted £83k and supported
31 team members and colleagues in need.
We launched Payroll Giving to allow our
support office colleagues to make direct
contributions to the Partner’s Foundation
from their salaries. We are planning to
expand this to our team members in our
SCCs and stores in 2022. This will provide
the Foundation with a source of income,
which will enable us to continue our role
of supporting our teams in future years.
We will continue to promote awareness of
the Partners Foundation across all teams
and audiences to further increase grant
applications, simplify and digitalise the
grant application process, and provide
ongoing training for the Trustees of the
Partners Foundation to further develop
their understanding of their role.
SUPPORTING GOOD CAUSES
Whatever we do, we try to ensure our
charities, and those they support, feel
a part of the Domino’s family.
2021 was a turbulent year for teenagers
and young adults in the UK diagnosed with
cancer, with the additional uncertainty
caused by the Covid-19 pandemic.
Domino’s customers, colleagues and
franchisees continued to be an invaluable
source of income to Teenage Cancer Trust,
and in 2021 we went on to raise a further
£1m, bringing our 6-year partnership total
to over £5.5m.
The commitment of colleagues and
franchisees was unwavering, with multiple
fundraising and awareness-raising
initiatives taking place during the year.
This included two huge charity treks,
in-store charity deals, engagement at
our two company-wide virtual events,
supporting Teenage Cancer Trust’s
#NotOK campaign, and new skills-based
volunteering opportunities. Domino’s also
facilitated pizza deliveries on the hospital
wards and for outreach teams in the local
community, as well as two huge pizza
giveaways over February and the August
Summer Bank Holiday, providing a huge
boost for young people and staff.
We also partner with Barretstown
in Ireland who offer free, specially
designed camps and programmes for
children and their families living with a
serious illness – supported behind the
scenes by 24-hour on-site medical and
nursing care. Almost 100 young people,
their families, and Barretstown colleagues
enjoyed a pizza party at the Barretstown
centre to celebrate Domino’s 30th Birthday
campaign in Ireland.
Our customers kept up their generous
giving, rounding up their orders online
and in-app with our partner, Pennies, a
charity specialising in facilitating micro-
donations via digital channels. Giving was
again very high, with over £1 million by our
customers over the course of 2021 for our
supported charities.
CUSTOMER WELFARE CONTINUED
OUR VEGAN OFFERING
We are conscious of the rapid rise in the
number of people looking for plant-based,
meat-free, and gluten-free alternatives as
well as increased public-health awareness.
To this effect, we are developing our menu
to suit changing tastes and growing our
vegan offering.
We launched the Chick-Ain’t pizza and
Vegan Nuggets in January 2021 which
both received very positive feedback
from consumers and the media. As of
June 2021, all Vegan Friendly pizza
orders are identified with an eye-catching
purple sticker to minimize the chance
of cross-contamination.
Customers can also get a vegan-friendly
version of the iconic Garlic & Herb Dip
with their pizza to complete the Domino’s
experience. In January 2022, we launched
the Vegan PepperoNAY in partnership
with Unilever’s The Vegetarian Butcher,
simultaneously expanding the Vegan
Friendly range and improving our quality
credentials to our ingredient range.
We know it is possible to include pizza in a
balanced diet and we remain committed to
providing transparent nutritional information
to enable our customers to make informed
choices. We publish nutritional profiles
for more than 1,000 combinations of
pizzas on our website. From June 2021, we
have included a simplified version of this
information on our printed menus as part
of our commitment to provide customers
with the information they want.
We regularly conduct consumer focus
groups on health to support the efforts of
our health working group. The overriding
message from these sessions is that our
consumers are looking for choice and do
not wish to compromise on the taste from
our most-loved core products. Customers
are able to choose the crust type, the
cheese type and most importantly the size
of the pizza they want. Options such as
Personal size pizzas and Delight cheese
allow for the creation of pizzas which are
less than 650 kcals.
While Covid-19 posed operational challenges
resulting in reduced menu availability across
our stores, we were able to return most
menus items across the country including
the listing of a new Gluten Free pizza range
in partnership with Dr Schar.
We do not proactively target children
with any of our advertising. In all digital
advertising where we can add age
targeting, this is firmly set at 18+. Likewise,
we do not proactively target children with
any of our menu items.
50 Domino’s Pizza Group plc
+£26k
for Northern Ireland
Children’s Hospice
+£78k
for Pennies
+£1m
for Teenage Cancer
Trust
In 2021,
we raised a total
of over £1.2 million
for charity,
including:
WE GOT
THIS
+€63k
for Barretstown
£90k
Granted by the Partner’s
Foundation since inception
STRATEGIC REPORT
GOVERNANCEOVERVIEW FINANCIAL STATEMENTS
51Annual Report & Accounts 2021
•
Underlying profit before tax of £113.9m, up £12.7m,
with net benefit of VAT and reduced covid-19 related costs of £3.8m
(2020: Net cost of £5.4m)
•
Statutory profit after tax of £78.3m, up from £39.7m, largely as a result of reduced loss
from discontinued operations, down to £12.4m from £42.5m, as the disposal of the
international operations was completed during the year
•
Free cash flow increased by £5.6m to £104.6m (2020: £99.0m)
•
Overall net debt increased by £27.9m, largely as a result of the share buybacks of £80.0m
and dividends paid of £56.0m partially offset cash inflows from disposals of £12.6m and
the free cash flow generated of £104.6m
•
Acquisition of 46% share for £6.6m in an associate operating 22 stores in Northern Ireland,
in line with capital allocation framework of investing in additional growth opportunities
and continuing to support our franchisees’ growth plans
•
£46m share buyback programme, to commence imminently, in
line with our capital allocation framework and commitment to
distribute surplus capital to shareholders through a rolling
share buyback programme
•
Total dividend for FY21 of 9.8p per share,
with final dividend of 6.8p proposed
to be paid on 10 May 2022
FINANCIAL
HIGHLIGHTS
FINANCIAL REVIEW
We are pleased to have
delivered another strong financial
performance in the year, with underlying
EBIT growth supported by continuing
strong free cash flow generation, and
significantly increased statutory profit
after tax following the disposal of
the international operations.
David Surdeau
Interim Chief
Financial Officer
£113.9m
Underlying profit
before tax
52 Domino’s Pizza Group plc
UNDERLYING EARNINGS BEFORE INTEREST AND TAXATION
Underlying earnings before interest and taxation was £119.9m,
an increase of £10.9m on the prior year reported earnings of
£109.0m. The overall benefit of the VAT rate reduction is £6.2m,
(2020: £3.6m) and we incurred Covid-19 related costs of £2.4m
(2020: £9.0m). This resulted in a net benefit relating to VAT and
Covid-19 of £3.8m (2020: net cost of £5.4m). Excluding the impact
of VAT and Covid-19 related costs, underlying earnings before
interest and taxation increased by £1.7m. Covid-19 costs in FY21
primarily relate to supply chain costs in the early half of the year
as we continued to deliver safely to our franchisees.
The contribution from our UK joint venture, associates and
Shorecal investment increased by £2.0m to £8.1m (2020: £6.1m),
due to an increase in our share of profit recognised from joint
ventures and associates of £1.2m, and an increase in the year-on-
year fair valuation uplift relating to Shorecal of £0.8m.
Our associate investment in Germany contributed £5.0m (2020:
£4.7m), as the business continued to trade strongly with additional
new store openings.
INTEREST
Net underlying finance costs in the period were £6.0m, a £1.8m
decrease year-on-year, largely as a result of the decrease in
interest paid under the revolving credit facility due to lower
levels of gross borrowings, as drawdowns made in 2020 over the
Covid-19 period were repaid.
Statutory net finance costs were £5.4m (2020: £7.5m) after non-
underlying interest and foreign exchange gains relating to the
Market Access Fee of £0.6m (2020: £0.3m).
TAXATION
The underlying effective tax rate for 2021 was 18.0% (2020: 16.7%),
which is lower than the UK statutory rate due to the one-off
impact of adjustments to prior year and the contribution of joint
ventures, associates and investments. The statutory effective tax
rate excluding discontinued operations is 17.3% (2020: 16.9%) due
to the treatment of non-underlying charges.
We are pleased to have delivered another strong financial
performance in the year. Underlying profit before tax is £113.9m,
up £12.7m on last year, as a result of strong underlying trading,
reduced Covid-19 related costs and benefit of the VAT rate
reduction, together with strong system sales growth driving
increased EBIT return. Overall statutory profit after tax is £78.3m,
an increase of £38.6m on last year, as we completed the disposal
of the remaining three international businesses, with reduced
losses and impairments in the year.
GROUP REVENUE
Our key metric for measuring the revenue performance of the
Group is system sales, rather than our Group revenue. System
sales are the total sales to end customers through our network
of stores, for both franchisee and corporate stores. Our Group
revenue consists of food and non-food sales to franchisees,
royalties paid by franchisees, contributions into the NAF and
eCommerce Funds, rental income and end-customer sales in
our corporate stores. Within our Group revenue, the volatility of
food wholesale prices, together with the combination of different
revenue items, means that analysis of margin generated by the
Group is less comparable than an analysis based on system sales.
We consider that system sales provide a useful alternative analysis
over time of the health and growth of the business.
Like-for-like system sales across UK & Ireland grew by 10.9%,
excluding split stores (9.8% including splits). Group revenue,
consisting of directly generated UK & Ireland revenues, increased
by 11.0% to £560.8m. Sales to franchisees and royalties increased
by £36.2m due to the increase in overall system sales. Revenue
recognised relating to the NAF and eCommerce Funds increased
by £16.1m due to increased advertising spend over the period.
2021 RESULTS
At 26 December 2021
£m
Reported
At 27 December 2020
£m
Reported
Group Revenue 560.8 505.1
UK & Ireland underlying EBIT before contribution of investments 106.8 98.2
Contribution of investments 8.1 6.1
UK & Ireland underlying EBIT 114.9 104.3
German associate contribution 5.0 4.7
Underlying EBIT 119.9 109.0
Underlying interest (6.0) (7.8)
Underlying profit before tax 113.9 101.2
Underlying tax charge (20.5) (16.9)
Underlying profit after tax 93.4 84.3
Non-underlying items (2.7) (2.1)
Profit after tax from continued operations 90.7 82.2
Loss from discontinued operations (12.4) (42.5)
Statutory profit after tax 78.3 39.7
STRATEGIC REPORT
GOVERNANCEOVERVIEW FINANCIAL STATEMENTS
53Annual Report & Accounts 2021
FINANCIAL REVIEW CONTINUED
to be recorded. Interest and foreign exchange gains of £0.6m
(2020: £0.3m) have been recorded in relation to the Market
Access Fee.
•
Costs recorded in prior periods: No further costs or income
have been recorded in 2021 relating to e-Commerce asset
impairment or store conversion costs in the German associate.
From 2022 onwards, we currently expect none of the above
items will be classified as non-underlying, subject to any material
provision changes or items which are considered significant
enough to require separate disclosure, such as material profit
or loss from business acquisitions or disposals.
DISCONTINUED OPERATIONS
The total loss recorded from discontinued operations was
£12.4m (2020: £42.5m). This consists of a trading loss of £1.5m,
reduced from £10.1m in 2020, interest and tax charges of £1.1m
and overall loss on disposals of the international operations
of £9.8m. The total loss from discontinued operations is set
out below.
•
Reversionary scheme: A charge of £2.2m has been recorded
in relation to the historical reversionary share scheme, relating
to the tax treatment of employee options which vested during
2013 following continued correspondence with HMRC around
the treatment of the historical awards.
•
Legal and professional fees: Professional fees of £1.2m have been
incurred (2020: £3.5m), of which £0.9m relates to professional
fees associated with the development of our long-term strategy
in the early part of the year, and £0.3m relating to further
marketing costs for the disposal of our international operations.
•
Amortisation of London corporate stores: During the period,
amortisation of acquired intangibles of £1.1m (2020: £1.1m) was
incurred in relation to the Standard Franchise Agreement (‘SFA’)
recognised on the acquisition of the London corporate stores in
2017 and Have More Fun (London) Limited in 2018.
•
Market Access Fee revaluations: A loss of £0.3m has been
recorded following changes in fair valuation of the Market
Access Fee relating to the German associate (2020: gain of
£7.1m). The final instalment of the Market Access Fee is now
receivable and therefore no further movements are expected
2021 2020
Date of disposal
System
sales EBIT
System
sales EBIT
Iceland 31 May 2021 12.7 0.7 29.2 0.6
Switzerland 31 August 2021 16.8 0.1 22.1 (1.5)
Sweden 2 May 2021 2.9 (0.9) 8.2 (4.5)
Norway 22 May 2020 – – 9.3 (3.3)
Central costs (1.4) (1.4)
Trading result from discontinued operations 32.4 (1.5) 68.8 (10.1)
Finance costs and taxation (1.1) 1.0
Loss on disposal of Sweden (0.4) –
Loss on disposal of Iceland (7.3) –
Loss on disposal of Switzerland (2.1) –
Loss on disposal of Norway – (10.8)
International impairments – (22.6)
Total charge from discontinued operations (12.4) (42.5)
PROFIT AFTER TAX AND NONUNDERLYING ITEMS
Underlying profit after tax from continuing operations was £93.4m, an increase from £84.3m in 2020. Net non-underlying items were
£2.7m (2020: £2.1m). These costs are itemised in full in note 7 and are summarised below:
52 weeks ended
26 December 2021
£m
52 weeks ended
27 December 2020
£m
Reversionary scheme (2.2) —
Legal and professional fees (1.2) (3.5)
Amortisation of London corporate stores (1.1) (1.1)
Market Access Fee revaluations (0.3) 7.1
eCommerce asset impairment — (4.6)
German associate store conversion costs — (0.5)
Non-underlying interest charges 0.6 0.3
Tax impact of non-underlying items 1.5 0.2
Total non-underlying items after interest and taxation (2.7) (2.1)
54 Domino’s Pizza Group plc
The loss on disposal of Iceland of £7.3m relates to the total
consideration received on disposal of £12.9m, offset with the
net assets disposed of £13.6m, professional fees of £0.5m and
foreign exchange losses of £6.1m.
The loss on disposal of Sweden of £0.4m consists of the
consideration paid to the purchaser of £2.8m, professional
fees incurred of £0.4m, foreign exchange losses of £0.5m
offset with the net liabilities disposed of £3.3m.
The loss on disposal of Switzerland of £2.1m consists of the
consideration paid to the purchaser of £1.3m, professional fees
incurred of £0.5m, net liabilities disposed of £1.0m and foreign
exchange losses of £1.3m.
The foreign exchange losses represent the historical gains and
losses built up on retranslation of the assets and liabilities of
the foreign operation on consolidation from local currency to
pounds sterling, which were recognised within the currency
translation reserve from acquisition to disposal and presented
in other comprehensive income. On disposal, these amounts
are transferred from the currency translation reserve to
the income statement and presented as part of the loss on
disposal. The disposal of the international operations is
now complete.
After inclusion of the loss from discontinued operations, the
overall statutory profit for the period was £78.3m (2020: £39.7m).
EARNINGS PER SHARE
Underlying basic EPS increased to 20.3p from 18.2p largely as
a result of the underlying profit increase. Statutory basic EPS
increased to 17.1p from 8.9p as a result of lower non-underlying
charges and reduced loss from discontinued operations.
Excluding the impact of the share buyback programme,
underlying basic EPS increased to 20.0p from 18.2p.
FREE CASH FLOW AND NET DEBT
52 weeks ended
26 December 2021
£m
52 weeks ended
27 December 2020
£m
Underlying EBITDA 136.4 125.5
Discontinued operations EBITDA (0.7) (4.2)
Add back non-cash items
– Contribution of investments (13.1) (10.8)
– Other non-cash items 0.7 (0.1)
Working capital 11.2 29.1
IFRS 16 – net lease payments (8.4) (11.0)
Dividends received 3.8 2.5
Net interest (4.0) (4.4)
Corporation tax (18.0) (23.1)
Free cash flow before non-underlying cash items 107.9 103.5
Non-underlying cash (3.3) (4.5)
Free cash flow 104.6 99.0
Capex (14.3) (19.4)
Repayment from German associate 4.9 4.6
Market Access fee proceeds 6.4 –
Acquisitions (6.6) –
Disposals 12.6 (6.4)
Dividends (56.0) (25.6)
Share transactions (83.0) 0.5
Proceeds from issue of shares – 12.9
Movement in net debt (31.4) 65.6
Opening net debt (171.8) (232.6)
Forex on net debt 3.5 (4.8)
Closing net debt (199.7) (171.8)
Last 12 months net debt/Underlying EBITDA ratio from continuing operations (excl. IFRS 16) 1.54x 1.46x
Last 12 months net debt/Underlying EBITDA ratio from continuing and discontinued
operations (excl. IFRS 16) 1.57x 1.57x
Our asset-light business model and strong
free cash flow generation means that we can
continue to invest in the business to drive
long-term growth and return surplus cash
to shareholders through dividends and our
rolling share buyback programme
STRATEGIC REPORT
GOVERNANCEOVERVIEW FINANCIAL STATEMENTS
55Annual Report & Accounts 2021
FINANCIAL REVIEW CONTINUED
Net debt increased by £27.9m during the year, as increased
free cash flow of £104.6m was offset with increased returns to
investors through increased dividend payments of £56.0m and the
share buyback programme announced in March and August 2021
of £80.0m, as we continued our rolling share buyback programme
in line with our capital allocation framework.
Free cash flow is an inflow of £104.6m, an increase of £5.6m from
2020. Underlying EBITDA was £136.4m, with an EBITDA loss
contributed by discontinued operations of £0.7m.
The working capital inflow of £11.2m (2020: inflow of £29.1m) was
largely as a result of the timing of cash receipts and payments for
online sales following the strong trading performance in the final
week of the year, and overall accrual increases across marketing
and payroll.
Net IFRS 16 lease payments decreased in the period to £8.4m
largely due to the timing of rental payments. Dividends received
increased to £3.8m from £2.5m, benefitting from a dividend
received from our investment in Shorecal of £1.6m.
Net interest payments of £4.0m reduced slightly from £4.4m in
2020 as a result of the timing of interest payments under the RCF.
The overall corporation tax payments of £18.0m decreased from
£23.1m in the prior year, as one-off changes in timing of UK
corporation tax payments in 2020 did not continue and payments
during the year normalised.
Non-underlying cash primarily relates to the international disposal
costs and the payment of costs associated with the establishment
of the long-term growth strategy during the first half of the year,
including cash payments of costs incurred during 2020.
Capital expenditure decreased to £14.3m, of which £13.6m relates
to the UK & Ireland business (2020: £16.9m), and £0.7m relates to
the disposed international operations (2020: £2.5m). The decrease
in the UK & Ireland business is largely due to the timing of supply
chain centre improvement projects which are now scheduled to
commence in 2022.
In April 2021, the Group received the first instalment of the Market
Access Fee of £6.4m, relating to the performance of the German
associate in the 2020 financial year. The final payment under the
Market Access Fee becomes receivable in 2022.
Acquisitions cash outflows of £6.6m relates to the purchase of our
46% investment in the Northern Ireland associate.
Disposals cash inflows of £12.6m relates to £10.2m relating to the
disposals of our international operations, and £2.4m receipt of
deferred consideration for the disposal of the DP Shayban Limited
joint venture in 2018.
Of the £56.0m dividends paid in the year, £42.3m relates to the
FY20 dividend, which was paid in May 2021, and £13.7m relates
to the interim dividend paid in September 2021.
The Share transactions cash outflow of £83.0m relates primarily
to the share buyback programmes of £45.0m announced in March
2021, and £35.0m announced in August 2021, together with £3.0m
of share repurchases by the Employee Benefit Trust.
56 Domino’s Pizza Group plc
Intangible assets have increased by £1.6m as a result of
increased spend on IT software relating to the eCommerce
platform. Property, plant and equipment has decreased from
£91.1m to £90.3m, primarily due to additions of £4.6m offset by
depreciation of £5.0m.
Right of use assets of £19.4m represents the lease assets for our
corporate stores, warehouses and equipment leases recognised
under IFRS 16 in the current period. Lease receivables of £201.2m
represents a financial receivable for the leases we hold with
franchisees, where we are the lessor. This has decreased from
£204.7m in 2020 as a result of repayments of leases exceeding
new lease additions and interest charges.
Investments, associates and joint ventures represents our
investment in the German associate and our investments in
Full House, West Country and the Northern Ireland JV in the UK,
which are treated as associates and joint ventures, as well as our
investment in Shorecal. This has increased by £13.1m during the
year, due to the acquisition of the Northern Ireland Joint Venture
of £6.6m, the increase of the Shorecal investment of £2.1m net
of dividend received of £1.6m, and the trading performance
of the remaining associates and joint ventures in excess of
dividends received.
The Market Access Fee asset, representing the fee receivable
following our disposal of the German MFA (‘Master Franchise
Agreement’), has decreased from £15.3m to £8.7m, following
receipt of the amount receivable for the 2020 financial year
during 2021 of £6.4m and net fair value movements and foreign
exchange gains of £0.2m.
Lease liabilities have decreased from £226.5m to £222.6m as a
result of capital payments under the leases in excess of interest
charged and new leases added. The overall net lease liability is
£21.4m (2020: £21.8m). There have been no significant changes
in the lease portfolio during the period.
The net working capital liability has increased from £21.9m to
£37.1m as a result of the factors outlined in the cash flow section.
Total equity has decreased by £49.8m, to a net liability position
of £58.6m, largely due to the dividend payments and share
buybacks in excess of the profit generated in the year. There are
sufficient distributable reserves in the standalone accounts of
Domino’s Pizza Group plc for the proposed dividend payment and
announced share buyback. The reserves available for distribution
of Domino’s Pizza Group plc at 26 December 2021 were £83.2m.
TREASURY MANAGEMENT
The Group holds an unsecured multi-currency revolving credit
facility of £350m to December 2023 with a syndicate of eight
lenders. An option for the Group to extend the facility by a further
12 months to December 2024 was not exercised. The revolving
facility agreement was amended and restated in December
2021, to amend the GBP interest base rate from LIBOR to SONIA.
The facility’s lower range remains at a margin of 75bps above
SONIA rising to 185bps with increased leverage, plus a utilisation
fee of between 0bps and 30bps of the aggregate amount of
the outstanding loans. A commitment fee in the base currency
computed at 35% of the margin is payable for the undrawn loan
amount. The Group monitors its overall level of financial gearing
on a regular basis to ensure that it remains well within its targets
and banking covenants. The Group monitors its cash resources
centrally through short, medium and long-term cash forecasting.
Surplus cash in the UK is swept into interest bearing accounts or
placed on short-term money market deposits.
The facility is available until December 2023 and the Group has
commenced discussions with lender banks around the refinancing
of the current RCF.
We ended the year with net debt of £199.7m, giving us a net
debt / Underlying EBITDA leverage ratio of 1.54x from continuing
operations, and 1.57x including the trading EBITDA of our
International operations classified as discontinued.
Underpinning treasury management is a robust Treasury Policy
and Strategy that aims to minimise financial risk. Foreign exchange
movement arising from transactional activity is reduced by either
agreeing fixed currency rates with suppliers or pre-purchasing the
currency spend.
CAPITAL EMPLOYED AND BALANCE SHEET
At 26 December 2021
£m
At 27 December 2020
£m
Intangible assets 32.1 30.5
Property, plant and equipment 90.3 91.1
Right-of-use assets 19.4 20.1
Lease receivables 201.2 204.7
Investments, associates and joint ventures 64.8 51.7
Market Access Fee 8.7 15.3
Deferred consideration 3.3 5.7
Lease liabilities (222.6) (226.5)
Provisions (16.3) (13.5)
Working capital (37.1) (21.9)
Net debt (continuing operations) (199.7) (180.2)
Tax (2.7) (0.4)
Held within assets and liabilities held for sale – 14.6
Net liabilities (58.6) (8.8)
STRATEGIC REPORT
GOVERNANCEOVERVIEW FINANCIAL STATEMENTS
57Annual Report & Accounts 2021
RISK MANAGEMENT
OUR APPROACH
All businesses choose to take considered risks in the
expectation of earning a return for their shareholders.
The Board is clear on the risks it seeks to take (or is
prepared to face) within the Group’s business model and
the adopted strategy, and also the risks it is not prepared
to take. The latter are avoided or eliminated, as far as
possible, or transferred to insurers.
The Board is responsible for overseeing management’s
activities in identifying, evaluating and managing the
current and emerging risks facing the Group. Importantly,
we treat identifying and managing known and emerging
risks as an integral part of managing the business.
Principal risks are recorded in the Group’s risk register
and regularly reviewed and evaluated. Each risk has a
business owner, responsible for managing that risk,
implementing appropriate controls and mitigating actions
and reporting on it to the Executive Leadership team. In
turn, the principal risks are reported on to the Board.
As a sense-check on management’s actions, the Board
undertakes its own assessment of principal risks in each
year, which is then integrated into the risk register. These
known risks are taken into account in developing the
Group’s strategy and business plans.
The Board identify, evaluate and monitor risks facing the
Group and, during the year under review, a particular
focus has been placed on assessing the likely impact
that each identified risk could have on the business.
The Board
Identify risk
Regularly
review and
evaluate
Update
key risk
register
Create
mitigation
strategy
Assess risk
and impact
Shareholders
Executive
Leadership
team
Group
Executive
The business faces a wide range of risks on a daily basis. The
Board has undertaken a robust assessment of what it believes
are the emerging and principal risks facing the Group, including
those that would threaten its business model, future performance,
solvency or liquidity. The following tables summarise these
principal risks and how they are being managed or mitigated.
The disclosed risks have been assessed on a residual basis
according to our current view of the potential severity (being the
combination of impact and probability) and assume that existing
controls are effective.
We have linked the risks to the strategic pillars described on
page 19. We consider that the principal risks and uncertainties
include all known material risks which represent a threat to the
achievement of our strategic objectives.
We update our view of emerging risks on a quarterly basis via
the Executive Risk Committee, the results of which are reported
periodically to relevant Board Committees. Our latest horizon
scanning has identified no further strategic uncertainties that
are not included within these principal risks. We do, however,
face a number of short-term challenges, which we are closely
monitoring and will consider within our planning and re-
forecasting processes. These relate to: uncertainties in Ukraine,
which is a leading global exporter of grain and oilseeds; a
general risk of food commodity price inflation; and potential
consequences on consumer behaviour resulting from a reduction
in discretionary income due to cost-of-living increases.
The environment in which we operate continues to evolve: new
risks may arise, the potential impact of known risks may increase
or decrease and/or our assessment of these risks may change. The
risks therefore represent a snapshot of what the Board believes
are the principal risks and are not an exhaustive list of all risks the
Group faces. The risks disclosed in the 2020 annual report relating
to Brexit and Covid-19 are no longer being separately disclosed;
where still present, these risk factors are now discussed under the
supply chain disruption and people-related risks.
The Board continues to identify, evaluate and monitor material
risks facing the Group. We made satisfying progress in 2021
against cyber security and franchisee relationships, challenges
to our supply chain remain.
See our Strategy on page 18
58 Domino’s Pizza Group plc
PRINCIPAL RISKS & UNCERTAINTIES
This risk was considered in assessing long-term viability.
Risk Summary
Linkage to strategy
COMPETITIVE PRESSURES
Description of risk factors Risk mitigations in place and planned
Change in risk
severity from 2020:
Chief
Marketing
Officer
Risk
ownership:
High
Residual
risk:
Nobody delivers
like Domino’s
Turbo-charge our
collection business
Amplify our product
quality & value
Risk profile:
This risk has the potential to compromise our future performance or, in an extreme scenario,
even threaten the business model itself.
We have a continual focus on product innovation and menu development to satisfy changes to consumer preference.
Domino’s market leading delivery times are recognised by customers as clear differentiation to aggregators – which our new
advertising campaign ‘We Got This’ aims to reinforce.
We will deliver better perceived value to our customers whilst maintaining system profitability.
The business faces strong competition from a range of
competitors, including those exploiting emerging technologies,
food options, delivery models, or innovative locations and formats.
Failure to stay relevant in the face of competition, through a lack
of new products or inappropriate new products, may lead to the
loss of customer and franchisee confidence. Additional risks may
arise from the potential inflexibility of the existing operational
platform to offer an enhanced product range. We may fail,
through ineffective promotion or lack of personalised and tailored
messaging, to communicate to customers the value from available
deals and offers.
Whereas in the recent past, the lack of national advertising and
promotions may have allowed our competition to target customers
with aggressive pricing strategies, the franchisee resolution now
enables us to better deliver our commercial strategy and offer a
co-ordinated defence against national competitors. Given this
development, alongside a backdrop of stable market share, this
risk is deemed to remain High but stable.
Management keeps consumers’ purchasing preferences under
continual review and adjusts menus in response to these. We have
implemented a calendar of new product innovations to target
core customers.
We work together with our franchisees to constantly change the
mix of menu prices and local offers, supplemented by national
price-pointed offers. We have developed an offer testing
methodology to help determine the optimum national price
promotions to maximise appeal and purchase intent.
We have developed a peer group framework to enable us to make
more tailored recommendations to franchisees to optimise local
pricing and promotions.
We continue to invest in and deploy new technology to improve our
already class-leading delivery service and to maintain advantage
over competitors. We have invested in a new CRM technology
platform that will enable us to have a more personalised
communication with customers to help prevent lapsing.
STRATEGIC REPORT
GOVERNANCEOVERVIEW FINANCIAL STATEMENTS
59Annual Report & Accounts 2021
PRINCIPAL RISKS & UNCERTAINTIES CONTINUED
This risk was considered in assessing long-term viability.
Risk Summary
Linkage to strategy
FRANCHISEE RELATIONSHIPS
Description of risk factors Risk mitigations in place and planned
Change in risk
severity from 2020:
Chief
Executive
Officer
Risk
ownership:
Medium
Residual
risk:
Uphold our industry-
leading economics
Risk profile:
These risks have the potential to affect our future performance.
We aim to work collaboratively with franchisees and deliver best in class profitability across the system.
We set ourselves ambitious targets for store growth and like-for-like order count growth.
Having experienced a number of years of challenges in our
relationship, we have been pleased to announce a resolution with
franchisees. The resolution unlocks significant latent potential
which we believe will lead to greater long-term growth, enhanced
innovation and service for customers, and enhanced value creation
for all stakeholders in the Domino’s system.
The 2020 year-end principal risk disclosures described the key
risks from these relationship challenges as relating to a failure
to optimise growth opportunities; failing to counter aggressive
competitor pricing through a lack of national deals; and a failure
to incentivise investment (from all parties) through insufficiently
attractive franchise economics. These issues, as noted across,
are expected to be addressed by the resolution and the risk has
consequently been reduced to a Medium risk from its rating of
High last year.
The resolution with franchisees delivers a mutually beneficial
agreement to deliver enhanced long-term growth and
strengthened innovation and service for customers.
In the resolution, Domino’s has committed to make strategic
investments in the system, including digital acceleration,
ecommerce development, and in-store technology. Marketing
investment will be increased, and a food rebate mechanism will
encourage order growth. In return, franchisees have committed
to an expanded schedule of store openings, participation in
national deals, and support for enabling new technologies and
product innovation.
Relationships with franchisees continue to be managed by the
Chief Executive Officer, Chief Financial Officer, and wider
Executive Leadership team of the Group. These relationships will
continue to receive a high level of attention to avoid a recurrence
of past difficulties, both during the term of this 3-year resolution
and beyond.
60 Domino’s Pizza Group plc
This risk was considered in assessing long-term viability.
Risk Summary
Linkage to strategy
SUPPLY CHAIN DISRUPTION
Change in risk
severity from 2020:
Supply
Chain
Director
Risk
ownership:
High
Residual
risk:
Nobody delivers
like Domino’s
Risk profile:
Disruption to raw material supplies – acute impact for a limited time.
Loss of SCC capacity – if prolonged, potentially significant impact on financial performance and resilience.
General risks – these risks could have some impact on future performance, for a limited time.
We seek to build resilience throughout our supply chain, ensuring the freshest ingredients are available and
delivered to all stores on time.
Description of risk factors
Failure of a key raw material or equipment supplier
to maintain deliveries leading to cessation of dough
production or shortage of key ingredients.
The business relies on a number of third-party suppliers, some of
whom represent the sole source of an ingredient. The Group would
be vulnerable if a supplier decided to cease trading, suffered a major
cyber security incident, had a major interruption or food safety
incident, or was responsible for an ethical or compliance breach of
such severity that the Group would no longer trade with them.
We source approximately 40% of our ingredients from overseas,
mostly from the EU but also some products from the Far East. From
1 January 2022, the post-Brexit transitional concessions on customs
procedures ceased, and full customs controls now apply. During
2022, various additional pre-notifications, checks and controls
will be required for imports of regulated plant products, and meat
products & dairy products from the EU. Additional administration
can add friction to cross-border goods movements and impact lead
times and/or supplier delivery performance.
Risk mitigations in place and planned
We aim to dual source our key ingredients and, for the small
number where this is not practicable, mitigate risk by moving to
multiple supply sites. Suppliers are selected through competitive
tendering and appropriate due diligence processes. The
economics and cyber security posture of their businesses are
kept under regular review to identify adverse changes to supplier
vulnerability. We audit supply chain resilience and supplier
compliance with agreed standards, and hold buffer stock, where
possible, in the supply chain to mitigate potential fluctuations in
product availability and lead times.
STRATEGIC REPORT
GOVERNANCEOVERVIEW FINANCIAL STATEMENTS
61Annual Report & Accounts 2021
PRINCIPAL RISKS & UNCERTAINTIES CONTINUED
This risk was considered in assessing long-term viability.
Risk Summary
Linkage to strategy
SUPPLY CHAIN DISRUPTION CONTINUED
Change in risk
severity from 2020:
Supply
Chain
Director
Risk
ownership:
High
Residual
risk:
Nobody delivers
like Domino’s
Risk profile:
Disruption to raw material supplies – acute impact for a limited time.
Loss of SCC capacity – if prolonged, potentially significant impact on financial performance and resilience.
General risks – these risks could have some impact on future performance, for a limited time.
We seek to build resilience throughout our supply chain, ensuring the freshest ingredients are available and
delivered to all stores on time.
Description of risk factors
Catastrophic failure of one or more of the Domino’s
SCCs leading to disruption to dough production.
We distribute both the pre-proved dough we manufacture
ourselves and third-party pizza sauce, cheese, toppings, sides and
boxes to our stores as well as other equipment and supplies. A
loss of more than one dough production line or loss of an SCC, for
example through a cyber security or major IT/OT incident, would
require urgent contingency arrangements to be made wherever
possible. The full commissioning of the Cambuslang SCC in early
2021 has helped mitigate this risk somewhat.
General risks associated with our supply chain operation
In common with many companies, we have experienced severe
challenges in our supply chain during 2021. Imbalances in global
sea freight capacity and demand has not only increased the costs
of importing products, but also reduced certainty over supply.
This risk of disruption is expected to persist in 2022.
As noted below in the discussion of people risk, the pandemic
continues to place pressure on our supply chain operations due
to the unavailability of colleagues to maintain our warehouse and
transport activities when required to self-isolate. Further pressures
have been experienced, widely reported across many sectors,
due to the shortages of qualified large goods vehicle drivers.
Despite these challenges, we have been able to maintain delivery
performance to franchisee stores at pre-pandemic levels, albeit at
a cost.
Risk mitigations in place and planned
Domino’s currently operates three UK SCCs and one in Ireland.
Each SCC operates efficiently, but at utilisation levels that provide
capacity for the loss or unavailability of any single production line
in the very short-term. Deliveries of ingredients, usually distributed
to stores via our SCCs, would, in the event of loss of one or more
SCC, require use of third-party cold storage facilities.
During the year, we have tactically increased stock holdings of critical
products, where product shelf-life and availability has allowed, in
a similar manner to the mitigating measures previously put in place
for Brexit transition. We will continue to periodically evaluate the
costs vs. the risk mitigation of this elevated stock holding.
62 Domino’s Pizza Group plc
This risk was considered in assessing long-term viability.
Risk Summary
Linkage to strategy
FOOD SAFETY
Description of risk factors Risk mitigations in place and planned
Change in risk
severity from 2020:
Supply
Chain
Director
Risk
ownership:
Medium
Residual
risk:
Risk profile:
If this risk materialised, it could have a significant short-term impact on performance and liquidity.
Longer-term reputational impact could affect viability.
We strive to ensure the highest of operational standards are met consistently across the supply chain and in Domino’s stores.
There is the risk of contamination in either the pre-proved dough
we produce at the Group’s SCCs, or in the pizza toppings and
other ingredients we distribute to our stores. Any failures may
impact the brand and our customers in the UK & Ireland. A decline
in store standards leading to reduced food quality and customer
satisfaction.
The business has an established and rigorous regime of standards
and food safety checks, with each of the SCCs accredited to the
internationally recognised food safety standard FSSC 22000.
Adherence to our constantly evolving standards, codes of practice,
and food safety management systems in our SCCs is regularly
audited by our technical team. Compliance with Domino’s global
standards is audited annually by DPI. Early warning systems are
in place across the supply chain to log, review, investigate, and
act upon issues which may impact food safety or quality. Stores
operate to clearly defined standards and policies, periodically
verified by operational evaluation processes and third-party food
safety evaluations to audit areas such as food storage and handling,
product quality, safety, and store condition. Franchisees are
financially incentivised to maintain a minimum score on evaluations.
We increased the frequency and coverage of assurance over food
safety management systems in the supply chain and in stores
during 2021 and intend to maintain this level of testing in 2022.
Amplify our product
quality & value
STRATEGIC REPORT
GOVERNANCEOVERVIEW FINANCIAL STATEMENTS
63Annual Report & Accounts 2021
PRINCIPAL RISKS & UNCERTAINTIES CONTINUED
ECOMMERCE AND
MOBILE PLATFORM
This risk was considered in assessing long-term viability.
Risk Summary
Linkage to strategy
Description of risk factors Risk mitigations in place and planned
Change in risk
severity from 2020:
Director of
Digital / Chief
Information
Officer
Risk
ownership:
Medium/
High
Residual
risk:
Nobody delivers
like Domino’s
Risk profile:
These risks could have some impact on future performance during the downtime period and could cause
wider brand perception issues.
We strive to ensure that online web and App ordering offers our customers world class levels of availability and user experience.
This technology supports fast and efficient customer ordering to complement our class-leading delivery time performance.
Approximately 90% of system sales are now placed online
through the website or mobile App. There is significant reliance
on third-party data centres and IT teams for hosting the platform,
and on both internal and third-party development resource for
our applications.
Loss of platform or application availability or integrity would
result in a short-term impact on commercial performance,
including potential loss of customer confidence in the platform
and/or mobile App. This loss of customer goodwill and revenue
could have longer-term consequences for customer confidence
in the Domino’s brand. It may also negatively impact franchisee
relationships if they lose confidence in the resilience and security
of the platform.
Alongside third-party risks, application development, and
infrastructure availability risks, there also exists a significant
cyber security risk. As we become increasingly reliant on internet
trade we also find ourselves operating in an ever increasing and
sophisticated cyber threat landscape, where ransomware, data
breaches and targeted advanced cyber attacks are becoming
more commonplace.
Strong controls at an IT level are in place to protect the platform
availability, through data centre replication, clustering and other
IT-reliant architecture methods. IT resilience is well developed
and mature.
There exists a good level of controls with respect to PCI Data
Security Standards, against which we have been compliant since
2015, however we are constantly reviewing the effectiveness of
our controls and improving them wherever gaps are identified.
We are building a strategic, risk-based security management
framework and will continue to invest appropriately in the further
development of security controls to better protect the platform
from both known and unknown threats. Whilst we are not
complacent about the inevitable emergence of advanced, novel
cyber attacks, we have increasing confidence that investment
in our security controls framework has delivered enhanced and
maturing threat preparedness. Consequently, the severity of this
risk is now assessed as Medium/High, down from High last year.
We continue to invest in and deploy new technology to improve
our already class-leading delivery service and to maintain this
advantage over competitors.
Cyber-risk appears regularly on the Board and Audit Committee
agendas and management reviews the performance of IT
infrastructure on a continual basis.
Model excellence
as a franchisor
64 Domino’s Pizza Group plc
LOSS OF PERSONAL DATA RELATING TO CUSTOMERS,
EMPLOYEES OR OTHERS; LOSS OF CORPORATE DATA
This risk was considered in assessing long-term viability.
Risk Summary
Linkage to strategy
Description of risk factors Risk mitigations in place and planned
Change in risk
severity from 2020:
Chief
Financial
Officer
Risk
ownership:
High
Residual
risk:
Risk profile:
These risks have the potential to compromise our future performance. In an extreme scenario, the reputational
damage could possibly threaten the business model if we suffered a total loss of consumer confidence.
We aim to implement and maintain world-class cyber security, internal control, and risk management frameworks.
For ease of use, our online ordering systems hold some customer
data, the loss of which (whether accidental or as a result of
unauthorised intrusion) would cause disruption and cost to the
Group. In addition, the Group’s own data on employees, partners
and suppliers is exposed to the same risks of loss.
We noted the case of Lloyd v Google in late 2021 and have
reconsidered the financial impact of a potential loss of control
of customer data leading to a privacy class action. In itself, the
judgement in that case appears to limit the courts’ willingness to
accept awards for loss of control of data unless evidence of loss
can be demonstrated, especially where damages suffered by
claimants are individualised and are not uniform. Nevertheless,
the risk of financial penalty for a data breach remains significant
whether imposed by the regulator or awarded by the courts.
Despite the impact of Lloyd vs. Google, and the benefits of
enhanced data governance and other mitigations noted across, we
consider the net risk severity remains high given the backdrop of
increasing cyber threat activity.
We do not hold customer payment card details on our systems.
Cyber security, a key mitigation against data risk, appears on
the Board and Audit Committee agendas on a regular basis and
management keep the security of data under its ownership or
control under continual review. The technical mitigations in place
to protect our Group’s systems from malicious attack are also
relevant to this risk. A description of mitigations in place against
that risk is included on page 64 of this report. We have assessed
the net risk severity of a cyber breach affecting availability of our
online systems and have rated this as Medium/High, reducing
slightly from the prior year rating of High. These improvements in
threat preparedness should also reduce the likelihood of a data
breach affecting other corporate systems and associated data.
We have a robust compliance programme in place for GDPR and
have launched refreshed training for employees in the year. Further
actions have been taken to review data retention and document
storage policies. We have re-confirmed the processes in place to
regularly cleanse key customer and corporate data sets, to ensure
ongoing compliance with these retention policies, and with any
commitments made in our customer privacy notices. Franchisees
are trained in their obligations in respect of personal data and are
required to train their staff appropriately.
Model excellence
as a franchisor
STRATEGIC REPORT
GOVERNANCEOVERVIEW FINANCIAL STATEMENTS
65Annual Report & Accounts 2021
PRINCIPAL RISKS & UNCERTAINTIES CONTINUED
This risk was considered in assessing long-term viability.
Risk Summary
Linkage to strategy
CLIMATE CHANGE
Description of risk factors Risk mitigations in place and planned
Change in risk
severity from 2020:
Chief
Executive
Officer
Risk
ownership:
Medium
Residual
risk:
Risk profile:
This risk has the potential to compromise our future performance or, in an extreme scenario,
even threaten the business model itself.
We aim to improve our performance on climate change to exceed customer, franchisee and investor expectations.
We aim to meet all mandatory requirements for ethical and climate reporting.
Climate change poses commercial and operational risks which
include possible impacts on the cost or availability of some of
our ingredients which are high intensity in terms of land or water
usage, or carbon footprint. Where sourced from geographic
regions most vulnerable to chronic or acute climate effects, yield,
productivity, or even crop viability may affect the availability of
essential ingredients. We recognise that consumer preference may
move increasingly away from meat and dairy products towards
plant-based alternatives, both due to ethical and sustainability
concerns from our customers. Operationally, the design of
distribution networks and types of transport modes used by
Domino’s and our suppliers will need to adapt to lower carbon
technologies expected to be mandated in the medium term by
new regulatory requirements.
Opportunities arising from climate change include self-help
initiatives to reduce our scope 1 and 2 emissions through energy
efficiency, lower carbon energy mix, and micro-generation at our
locations. We also see opportunities in our ability to adapt our core
products to include meat-free alternatives, as demonstrated by
the popular range of vegetarian and vegan menu choices already
available to our customers.
Full disclosure of our response to climate challenges and our
progress against TCFD reporting requirements is provided in the
Sustainability section of the Strategic Report, on pages 45 to 46.
We have established a climate risks and opportunities register
which is embedded into our enterprise risk management processes
and reviewed on a quarterly basis. These risk processes are
regularly reviewed by the Audit Committee. Ownership of the
mitigation and management of climate risks rests with the Board,
overseen by the newly established Sustainability Committee,
which will consider and review a range of climate change and other
sustainability topics. A Sustainability Steering Group is chaired by
the Chief Executive Officer, who retains day-to-day responsibility
for managing climate issues.
Further progress is planned for 2022 and beyond to establish
climate metrics, targets, and scenario modelling, as well as
further integrating climate risks and opportunities into the Group’s
strategic planning.
Model excellence
as a franchisor
66 Domino’s Pizza Group plc
This risk was considered in assessing long-term viability.
Risk Summary
Linkage to strategy
PUBLIC HEALTH DEBATE
Description of risk factors Risk mitigations in place and planned
Change in risk
severity from 2020:
Chief
Marketing
Officer
Risk
ownership:
Medium
Residual
risk:
Risk profile:
This risk has the potential to compromise our future performance or, in an extreme scenario,
even threaten the business model itself.
We will aim to reinvigorate our food innovation to improve customer satisfaction and experience and exceed customer,
franchisee and investor expectations, addressing the need for healthier and free-from choices.
Inability to react to changes in the health debate and public
desire for healthier food. As society’s expectations evolve, and
governments act on public health concerns, we may need to
change the products we offer and our approach to marketing.
Whilst we comply with existing transparency requirements to
provide nutritional information and suggested serving sizes for over
1000 pizza and sides options, there is a risk that targets, guidelines,
or disclosures on nutritional content could become more stringent
or mandated. We have been working with suppliers to develop
new products, and modifications to existing recipes, to respond
to changing requirements. There is also a risk that the UK & Irish
levies on sugar in soft drinks could be extended to apply to other
products.
Following last year’s consultation on restrictions to the online
advertising of foods high in fat, salt, and sugar (HFSS), legislation
to enact the outcomes of that consultation, The Health and
Care Bill, is now at the Report stage in the House of Lords. As
anticipated from the consultation, the Bill outlines that all paid-for
online advertising will not be allowed to show HFSS products. In
addition, there will also be a 9pm TV watershed for advertising
featuring HFSS products. Paid-for advertising and marketing of
brands that do not feature HFSS products are currently permitted
in the draft Bill.
Management keeps consumers’ purchasing preferences under
continual review and adjusts menus in response to these, as
illustrated by our growing range of vegan pizzas and sides. We also
engage, appropriately, with the government on the public health
debate to ensure that our views are understood by policy makers
and influencers.
We also work with suppliers to ensure new and existing product
development is in line with new targets around fat, salt and sugar
content, and are developing an updated food philosophy document
which will be used to provide strategic direction on new and
existing product development.
We are actively engaging with Lords and civil servants to propose
a delay to the enforcement timetable, and to request that the
brand exemption is specifically referenced in the Bill to ensure it
cannot be removed in the future without appropriate Parliamentary
process. Regardless of the outcome of these discussions, we
are confident we can effectively market Domino’s brands and
products to our customers whilst remaining fully compliant with
the requirements of the Bill, once passed into legislation. We will
continue to invest in brand marketing, which has been successful
to date. Given these factors, we consider that the severity of this
risk remains Medium.
Amplify our product
quality & value
STRATEGIC REPORT
GOVERNANCEOVERVIEW FINANCIAL STATEMENTS
67Annual Report & Accounts 2021
This risk was considered in assessing long-term viability.
Risk Summary
Linkage to strategy
PEOPLE-RELATED RISKS
Description of risk factors Risk mitigations in place and planned
Change in risk
severity from 2020:
People
Director
Risk
ownership:
Medium
Residual
risk:
Risk profile:
These risks could have some impact on future performance, for a limited time.
We aim to make the Domino’s Group a great place to work for all colleagues, enhancing our ability to attract and retain the right talent.
The business is dependent on key individuals (either at Executive
level or in relation to specialist skills or volume of roles required),
possibly exacerbated by a failure to always retain the skills and
experienced people it needs.
A range of factors have contributed to labour challenges during
2021 and are expected to persist in the short-term. These include
the migration of labour from the UK due to Brexit consequences;
specific shortages in key roles and skills, such as qualified large
goods vehicle drivers, but also specialist IT and digital marketing
skills; and a general increase in competition for skilled labour
from direct competitors, other sector participants, or online
retailers. These effects have an impact upon both the Group and
our franchisees, with some labour availability issues particularly
affecting supply chain employees, in-store colleagues, and store
delivery drivers. Absences arising from employees and store
colleagues self-isolating due to Covid infection has exacerbated
these challenges. Continuation of these effects will put further
pressure on labour usage costs and wage rate inflation in 2022.
Despite the operational challenges noted above, risk at an
Executive level is reducing as disruption to the continuity and
composition of the Board and executives experienced in 2019 and
early 2020 has now been addressed through the appointment of
new Executive and non-executive Directors. These appointments
are fully described on pages 86 to 87.
The Board considers succession planning on a regular basis and
has set the CEO a personal objective of developing multiple
potential successors in key roles. Contingency plans are being
developed which could be implemented on a short-term basis
should we suddenly lose a key Executive.
There continues to be considerable work undertaken to improve
the HR operating model to establish more robust processes for
talent management and succession planning. People planning
sessions are held at all levels within the organisation to utilise
better the skills pool, drive performance and identify and develop
successors for key roles.
We continue to work hard, both for ourselves and our franchisees,
to promote Domino’s as a great place to work and have enhanced
recruitment advertising through all available channels. We continue
to offer attractive reward packages to employees including, where
necessary, specific retention incentives for individually critical
employees. We offer a range of opportunities for colleagues to
share in the success of the company through share ownership.
Model excellence
as a franchisor
PRINCIPAL RISKS & UNCERTAINTIES CONTINUED
68 Domino’s Pizza Group plc
VIABILITY STATEMENT
THE GROUP’S CURRENT POSITION
The Group’s core UK & Ireland business model has been shown to
be solid since it was formed. We operate under what is effectively
a perpetual Master Franchise Agreement (‘MFA’), so the business
model is long term. The Group’s strategy and business model which
is explained on pages 8 to 31, is well established and we have a
market-leading position in the UK & Ireland, having successfully
exploited the emergence of eCommerce as a sales channel.
We continue to open new stores in the UK & Ireland and have
demonstrated good growth in system sales, like-for-like sales and
profitability in our core business over many years, with high rates
of converting operating profit to cash. At 26 December 2021, the
Group has net debt of £199.7m and a committed £350m five-year
multi-currency bank facility, which expires in December 2023 of
which £106.7m was undrawn and has cash funds of £42.8m. An
option to extend the facility by a further 12 months to December
2024 has not been exercised and the Group is currently engaged
in negotiations regarding refinancing at a similar level of facility.
OUR STRATEGIC PLANNING PROCESS
The CEO, supported by the Executive Leadership team, is
responsible for the Group’s strategic planning process. This
starts with an annual strategy review, which is informed by both
in-house monitoring of market trends and developments, and
external market research. Following this review, an initial strategic
plan is drafted, including a detailed financial model. The Board
review and challenge the draft plan, utilising their experience,
market insight and knowledge of the financial, technical and
human resources available to the Group.
LONGTERM VIABILITY STATEMENT
In accordance with the UK Corporate Governance Code, the
Directors have assessed the long-term viability of the Group over
the period to December 2024. The strategic plan is prepared
on a five-year basis, but both management and the Board are
conscious that the Group operates in a fast-moving environment.
The viability assessment is performed over a three year period
as there is greater certainty of cash flows associated with the
Group’s performance-related revenue.
The assessment has been based on the Group’s strategic plan,
balance sheet position, agreed financing and financial modelling
of the strategic, operational and emerging risks discussed in the
Risk Management section of the strategic report. The Directors of
the Group have considered the future position based on current
trading and a number of potential downside scenarios which
may occur, either through further supply chain related impacts,
general economic uncertainty or other risks. This assessment has
considered the overall level of Group borrowings and covenant
requirements, the flexibility of the Group to react to changing
market conditions and ability to appropriately manage any
business risks, as has been demonstrated by the Group’s
reaction to emerging supply chain related risks over the period.
In stress testing the Group’s viability, the Directors have assessed
the impact of events occurring in isolation and in combination, as
may occur in certain scenarios. The Directors have also considered
what mitigating capital management actions could be taken
in response.
The following risks were modelled as part of the stress testing
performed:
•
a downside impact of economic uncertainty and other sales
related risks over the forecast period, reflected in sales
performance, with a c.5% reduction in LFL sales compared
to budget and the impact of a reduction of new store openings
to half of their forecast levels. These impacts link to the
risks highlighted on competitive pressures, Food safety and
Franchisee relationships;
•
a further reduction in sales of c.2.5%-3% from 2022 to account
for the potential impact of the risks related to the public health
debate;
•
future potential disruptions to the supply chain of the Group,
including IT and supply disruptions within our SCCs impacting
our ability to supply stores or for our stores to trade at normal
levels, as highlighted in the supply chain disruption and
eCommerce and mobile platform risks;
•
Impact of potential future ingredient pricing volatility as a result
of indirect international supply chain pressures arising from
global events;
•
future significant unexpected increases in costs as a result of
climate change; and
•
future potential staff costs as a result of the fruition of people
related risks.
Further scenario modelling was performed by considering the
following additional ‘severe but plausible’ risks:
•
a disruption to one of our key suppliers impacting our supply
chain over a period of four weeks whilst alternative sourcing
is secured; and
•
the impacts of a potential wider data breach.
CONCLUSION
In each of the scenarios modelled, there remains significant
cash headroom on the revolving credit facility. Under a scenario
where all the risks, including the ‘severe but plausible’ risks, were
to occur simultaneously, the Group would breach its leverage
covenants. The Board has a mitigation action available in the form
of a reduction of forecasted distributions to shareholders which
would prevent a breach.
Reverse stress testing has also been performed, which is a
materially worse scenario than the combinations described in
the scenarios above, which concluded that the Group’s currently
agreed financing could only be breached if a highly unlikely
combination of scenarios resulted in a material annual reduction in
system sales greater than 27%, assuming no fixed cost reduction.
The Group’s compliance with the terms of its UK & Ireland MFA
is of fundamental importance to its business model and viability.
MFA targets have been agreed for a 10 year period starting in
2016 and the Group is currently on track with those targets. It is
considered highly improbable that the Group’s MFA would be
terminated in the period under review.
Following their assessment, the Directors have a reasonable
expectation that the Group will be able to continue to operate and
meet its liabilities as they fall due over the period to December 2024.
The Directors also consider it appropriate to prepare the financial
statements on the going concern basis as explained in the basis
of preparation paragraph in note 2 to the financial statement.
STRATEGIC REPORT
Signed on behalf of the Board
Dominic Paul
Chief Executive Officer
7 March 2022
STRATEGIC REPORT
GOVERNANCEOVERVIEW FINANCIAL STATEMENTS
69Annual Report & Accounts 2021
72 Board of Directors
76 Chair’s introduction to
Corporate Governance
78 Corporate Governance
86 Nomination & Governance
Committee report
88 Audit Committee report
96 Directors’ remuneration report
119 Directors’ report
123 Statement of Directors’
responsibilities
GOVERNANCE
WE GOT
THIS
70 Domino’s Pizza Group plc
STRATEGIC REPORT
GOVERNANCEOVERVIEW FINANCIAL STATEMENTS
71Annual Report & Accounts 2021
The Board of Directors are responsible for determining the overall
strategy of the Group. The structure of the Board and the integrity
of the individual Directors ensures that no single individual or group
dominates the decision-making process.
Matt Shattock
Chair
Colin Halpern
Non-executive Vice-Chair
Ian Bull
Senior Independent Director
Appointed
Matt was appointed to the Board as
Chair on 16 March 2020.
Appointed
Colin was appointed to the Board as
non-executive Vice-Chairman in December
2007, prior to which he was the Executive
Chairman from founding the Company.
Appointed
Ian was appointed to the Board in April 2019
and was appointed as the Senior Independent
Director on 9 September 2019.
Other appointments
Matt is currently the Independent Chair of
The Clorox Company and a non-executive
director of VF Corporation.
Other appointments
None
Other appointments
Ian is currently a non-executive Director and
Audit Committee Chair of Dunelm Group plc
and Chair of Lookers plc.
Experience
Matt joined Beam, the world’s third-largest
premium spirits company, in March 2009 as
President and CEO, and led the company’s
successful growth-strategy transformation
and subsequent transition to become a
standalone public company in 2011. He
then led the integration of the Beam and
Suntory spirits businesses following Beam’s
acquisition by Suntory in 2014. Matt served
as non-executive Chairman of Beam Suntory
Inc. until December 2020. Prior to joining
Beam, he spent six years at Cadbury plc,
where he led its businesses in The Americas
and then in the Europe, Middle East and
Africa region. Prior to Cadbury, he spent 16
years at Unilever in various leadership roles,
culminating in his role as Chief Operating
Officer of Unilever Best Foods North America.
Matt is an experienced Chairman and has
a demonstrable track record of strong
leadership and of driving sustained value-
creation through building innovative brands
and operational excellence.
Experience
Colin acquired the Domino’s Pizza Master
Franchise Agreement for the UK and ROI in
1993 through International Franchise Systems
Inc. In 1999, with Colin as Chairman, the
Company was taken public and listed on
AIM and subsequently moved to the main
market in 2008.
Experience
Ian is a Fellow of the Chartered Institute of
Management Accountants and has over 30
years’ financial experience with a variety
of businesses across a range of sectors. He
was previously Group Finance Director of
Greene King plc, Chief Financial Officer at
Ladbrokes plc, and was most recently Chief
Financial Officer of Parkdean Resorts Group.
His finance career included the Walt Disney
Company, Whitbread plc and BT Group. He
was formerly also a non-executive Director of
Paypoint Ltd and Senior Independent Director
and Audit Committee Chair of St. Modwen
Properties plc.
BOARD OF DIRECTORS
72 Domino’s Pizza Group plc
Natalia Barsegiyan
Non-executive Director
Appointed
Natalia joined the Board in September
2020 and was appointed as Chair
of the Sustainability Committee on
30 November 2021.
Other appointments
Natalia is currently a non-executive
Director of Mediclinic International plc
and a member of their Audit and Risk
Committees.
Experience
Prior to joining Domino’s, Natalia spent
14 years at Yum! Brands, Inc. where she
held various senior positions, including
Chief Financial Officer at Taco Bell, Chief
Commercial Officer of Yum! Brands and
General Manager of Pizza Hut Europe. Natalia
was born in Ukraine and has worked in a wide
range of countries. She started her career
at SFAT Transportation Services before
progressing to roles at Unertek Engineering,
Ford Motor Company and Rosinter
Restaurants Holding.
Dominic Paul
Chief Executive Officer
Appointed
Dominic was appointed to the Board as
Chief Executive Officer on 1 May 2020,
having previously held the position of
Chief Executive Officer (Designate)
from 6 April 2020.
Other appointments
None
Experience
Dominic was previously Chief Executive
Officer and Managing Director of Costa
Coffee. He led the Costa brand from 2016
to 2019, overseeing its growth ahead of
its £3.9b sale to Coca-Cola. Dominic
strengthened Costa’s position in the UK,
grew new segments, accelerated its digital
development and restructured and grew
the international business. Prior to this,
Dominic held senior positions with Royal
Caribbean Cruise Line, easyJet and
British Airways.
Stella David
Non-executive Director
Appointed
Stella was appointed to the Board on
23 February 2021, was appointed Chair of the
Remuneration Committee on 2 August 2021 and
became the designated Director for workforce
engagement on 30 November 2021.
Experience
Stella was the Chief Executive Officer
of William Grant & Sons from 2009 until
2016 when she decided to focus on a
non-executive portfolio. At Grant’s she
led the business to rapid growth, with a
focus on building their premium brands,
expansion into new markets, and numerous
acquisitions and innovations. Prior to this
she worked for Bacardi Ltd., where she held
a variety of executive positions, including
CEO of the UK and Global Chief Marketing
Officer. Stella served as a non-executive
Director of the Nationwide Building Society
for seven years, where she was chair of its
Remuneration Committee for five years,
and as Chair of C&J Clark Limited.
Other appointments
Stella is currently a non-executive Director
of HomeServe plc, where she is Chair of
the People Committee, having previously
served as its Senior Independent Director
and Chair of the Remuneration Committee.
She is also a non-executive Director of
Norwegian Cruise Line Holdings Ltd where
she is the Chair of the Nominations &
Governance Committee and the Senior
Independent Director of Entain plc.
Committee membership
Audit Committee
Nomination & Governance Committee
Remuneration Committee
Committee ChairSustainability Committee
STRATEGIC REPORT
GOVERNANCEOVERVIEW FINANCIAL STATEMENTS
73Annual Report & Accounts 2021
Lynn Fordham
Non-executive Director
Usman Nabi
Non-executive Director
Appointed
Lynn was appointed to the Board in
September 2020. Lynn was appointed
as Chair of the Audit Committee on
30 November 2021.
Appointed
Usman was appointed to the Board in
November 2019.
Other appointments
Lynn is currently a non-executive
Director of Caledonia Investments plc.
Experience
Lynn was most recently Managing Partner
of private capital firm Larchpoint Capital
LLP, a position she held between June
2017 and February 2021. Prior to joining
Larchpoint, Lynn was CEO of SVG Capital
plc for nine years and before that held
senior finance, risk and strategy positions
at Barratt Developments plc, BAA plc,
Boots plc, ED&F Man plc, BAT Plc and
Mobil Oil. Lynn spent seven years on the
Board of brewer and pub operator Fuller,
Smith & Turner plc where she also chaired
the Audit Committee and was a member
of the Remuneration and Nominations
Committees. As a non-executive, she was
until recently a Supervisory Board Member
of Varo Energy BV and is currently Chair of
RMA-The Royal Marines Charity.
Experience
Usman is the Founder, Managing Partner
and Chief Investment Officer of Browning
West LP. Prior to founding Browning West,
Usman held various roles at H Partners,
Perry Capital, The Carlyle Group, and
Lazard Freres. Usman has also been a
Director of Six Flags Entertainment Corp.
and Tempur Sealy International Inc.
Other appointments
Usman is the Founder, Managing Partner
and Chief Investment Officer of Browning
West LP.
Elias Diaz Sese
Non-executive Director
Appointed
Elias was appointed to the Board in
October 2019.
Other appointments
None
Experience
Elias has over 20 years’ experience in
developing global consumer foods brands
and teams all over the world (Europe,
Middle East, Asia Pacific and North
America). He most recently led the Kraft
Heinz turnaround in UK, Ireland & Nordics
as President for Northern Europe. Prior
to that he spent 15 years with Restaurant
Brands International in various roles, which
included CEO of Tim Hortons, President
Asia Pacific for Burger King and SVP
Franchise & Emerging Markets Europe,
Middle East & Africa also for Burger King.
Currently, Elias is a co-founder of Popeyes
in the UK as well as an Investor and Director
in brands like RB Iberia (Burger King,
Popeyes and Tim Hortons in Spain and
Portugal) and Honest Burgers.
BOARD OF DIRECTORS CONTINUED
Committee membership
Audit Committee
Nomination & Governance Committee
Remuneration Committee
Committee ChairSustainability Committee
74 Domino’s Pizza Group plc
STRATEGIC REPORT
GOVERNANCEOVERVIEW FINANCIAL STATEMENTS
75Annual Report & Accounts 2021
TO BE THE FAVOURITE FOOD
DELIVERY AND COLLECTION
BRAND, WITH PIZZA
AT OUR HEART
OUR VISION
DELIVERING A BETTER
FUTURE THROUGH
FOOD PEOPLE LOVE
OUR PURPOSE
CHAIR’S INTRODUCTION TO CORPORATE GOVERNANCE
I am delighted with the
progress that has been
made this year.
Matt Shattock
Chair
I am delighted to present my Corporate
Governance review for the Group.
During the year the Board continued the
process of transition it started in 2020,
with greater diversity and a wider range
of skills at the Board’s disposal. Covid-19
related travel restrictions in place in 2021
meant that most of the Board’s meetings
were held virtually, but that has not had
any adverse impact on the Board’s overall
effectiveness, agility and responsiveness.
The first externally facilitated Board
evaluation since I joined the Board was
conducted in 2021 and the findings indicate
a strong performance and an effective
Board. Details of the Board evaluation
process and the agreed areas of future
focus are set out on page 84.
The governance framework has continued
to evolve and be shaped by the collective
experience around the Boardroom table.
Our corporate governance arrangements
are critical in ensuring that the Board is
able to:
•
direct and control the Group;
•
provide strategic leadership and
effective oversight;
•
promote a culture that supports the
long-term success of the Company and
its stakeholders; and
•
maintain a framework within which the
Executive Leadership team can conduct
its day-to-day operational management
of the business.
During the year we have revised the
remit of the Nomination & Governance
Committee to include oversight of the
Group’s governance arrangements. Further
details are shown on page 86. We have also
created a new Sustainability Committee
which is charged with oversight of the
Group’s ESG initiatives and as part of our
wider commitment to our stakeholder
community. Details of engagement with
our principal stakeholders are set out on
page 36 to 37 and the Board’s report on
how stakeholders’ views are taken into
account when decisions are made is set out
on page 34.
In 2020 we redefined the Company’s
purpose and agreed new value statements
which underpin and promote a culture to
deliver our strategic objectives and the
long-term success of the business for
the benefit of all our stakeholders. We
recognise that the Board has a crucial
role in establishing and maintaining
the right culture and continues to work
with the Executive Leadership Team to
promote the Group’s values and to monitor
attitudes and behaviours to ensure that
they are consistent with our culture. This
is achieved in a variety of ways, which
include reviewing the results of colleague
engagement surveys and responding to
feedback; dialogue and interaction with
senior management and the workforce
generally; reviewing reports raised
through the Group’s confidential Speak
Up arrangements; receiving regular
76 Domino’s Pizza Group plc
OUR VALUES
WE DO THE
RIGHT THING
WE ARE
ONE TEAM
WE LOVE
CUSTOMERS
WE ARE
BOLD
WE GROW
AND WIN
TOGETHER
reports on training programme completion
rates; interaction between management
and the internal audit function; reports
and presentations on health and safety
management. Examples of how our
purpose and values have been rolled-out
into the business are shown on page 15.
The remainder of this report sets out how
the Board has applied the principles of
good governance set out in the Financial
Reporting Council’s (‘FRC’) Corporate
Governance Code (the ‘Code’) which are
updated to reflect corporate governance
best practice as required.
I am delighted with the progress that has
been made this year and with the level of
engagement the Board has had with the
Executive Leadership Team, providing
support, guidance and robust challenge to
assist in implementing the Group’s strategy
and to help frame the resolution reached
with the UK franchisees.
Matt Shattock
Chair
7 March 2022
STRATEGIC REPORT
GOVERNANCEOVERVIEW FINANCIAL STATEMENTS
77Annual Report & Accounts 2021
CORPORATE GOVERNANCE
COMPLIANCE WITH THE UK CORPORATE GOVERNANCE CODE
Domino’s Pizza Group plc (‘the Company’) is incorporated and has a premium listing in the UK. As a result, it is required to report
on its compliance with the UK Corporate Governance Code (the ‘Code’) or explain why it has chosen not to comply. For the year
ended 26 December 2021, it was subject to the edition of the Code published by the FRC in July 2018, which is available from
www.frc.org.uk. The Company complied with the Code throughout the year.
The Code’s main principles and provisions set out the key elements of effective Board practice. We explain in this report how
we have applied these during the year. Where appropriate, some explanations are contained in the Nomination & Governance
Committee report, the Audit Committee report, the Directors’ remuneration report and the Directors’ report.
Within our delegation framework, the Board retains certain key decision-making responsibilities:
•
Setting the Group’s purpose and its values
•
Setting and approving overall Group strategy
•
Setting and approving the Group’s capital structure and funding arrangements
•
Setting a risk appetite, within which management is required to operate
•
Reviewing and approving business plans and budgets
•
Reviewing and approving major business decisions
•
Reviewing major risks and the implementation of mitigation strategies
•
Reviewing the functioning of the internal control environment
•
Monitoring operational and trading results against previously approved plans
•
Reviewing and approving significant contractual and other commitments, including capital expenditure
•
Reviewing corporate governance arrangements
•
Reviewing succession plans for the Board and executive Directors
•
Exercising its control by an annual review of ‘matters reserved’ for the Board’s decision
As noted above, the Board is responsible for determining the nature and extent of the principal risks it is willing to take in achieving
its strategic objectives. It also retains oversight of the risk management and internal control systems with the aim that these are
sound and protect stakeholders’ interests.
BOARD LEADERSHIP AND COMPANY PURPOSE
The Company is led by the Board, whose members are
collectively responsible for the long-term success of the
Company. Day-to-day management of the business is
delegated to management, led by the Chief Executive
Officer. The role of the Board can be summarised as follows:
DECIDE ON THE LONGER-TERM AIMS
•
Agree the Company’s business model
•
Agree an appetite for risk
•
Set values and standards for the company
•
Provide entrepreneurial leadership
•
Appoint the executive Directors
DECIDE ON THE SHORT-TERM GOALS
•
Review and approve the strategy, providing constructive
challenge as necessary
•
Ensure the necessary financial and human resources are
in place
•
Agree business plans and budgets
•
Review the risk management process and internal control
environment
MONITOR AND MANAGE PERFORMANCE
•
Monitor management’s performance in delivering the strategy,
and challenge or support as necessary
•
Approve major expenditure and other commitments
•
Monitor the risk environment in which the Company operates
and review internal controls
•
Determine the remuneration of executive Directors and senior
management
•
Oversee the governance of the Company and Group to ensure
shareholders’ interests are protected
REPORT TO, AND ENGAGE WITH, STAKEHOLDERS
•
Monitor the integrity of financial information and the reporting
of performance generally
•
Report to shareholders on business performance
•
Ensure other external obligations are met, including reporting
to other stakeholders
•
Understand stakeholders’ views and act as necessary
MEETINGS OF NON-EXECUTIVE DIRECTORS
The Non-executive Directors, led by the Chair, meet without the
Executive Directors being present. In addition, the independent
non-executive Directors, led by the led by the Senior Independent
Director (‘SID’), meet during the year as needed, including to
review the performance of the Chair.
78 Domino’s Pizza Group plc
THE BOARD IS SUPPORTED IN ITS WORK BY FOUR COMMITTEES:
Terms of reference for these Committees, which are regularly reviewed by the Board, are available on the Company’s investor relations
website (https://investors.dominos.co.uk) as is the formal schedule of matters reserved for the Board’s decision.
The Audit Committee assists
the Board in discharging
its responsibilities for the
integrity of the financial
statements, reviewing the
internal control environment
and risk management
systems, overseeing the
activities of the Group’s
Internal Audit function,
managing the relationship
with the External Auditor and
monitoring the effectiveness
and objectivity of the External
Auditors.
The Nomination &
Governance Committee
oversees the recruitment of
the Directors and advises
on matters relating to the
Board’s membership and
Committee appointments,
including diversity, inclusion
and reviewing succession
plans. The Nomination &
Governance Committee
also regularly reviews and
monitors the overall skills
and experience of the Board,
diversity and inclusion within
the wider Group and senior
management succession
and development plans.
The Remuneration Committee
determines the terms and
conditions of employment,
remuneration and rewards
of the Executive Directors,
the Chair and the Executive
Leadership teams. In
addition, the Remuneration
Committee reviews workforce
remuneration and related
policies. The Remuneration
Committee aims to offer an
appropriate balance of fixed
and performance-related,
immediate and deferred
remuneration, but without
overpaying or creating the
risk of rewards for failure.
The Sustainbility Committee
has oversight of the Group’s
progress on sustainabilty
related matters; agreeing
targets and associated
KPIs; ensuring effective
communications with
stakeholder groups. It
oversees external reporting
against relevant reporting
standards and makes
recommendations to the
Board on sustainability
matters relevant to the Group.
AUDIT
COMMITTEE
NOMINATION &
GOVERNANCE
COMMITTEE
REMUNERATION
COMMITTEE
SUSTAINABILITY
COMMITTEE
THE BOARD
RELATIONS WITH SHAREHOLDERS
AND OTHER STAKEHOLDERS
We maintain an active dialogue with our shareholders and
potential investors, which we intend to be based on a mutual
understanding of objectives. The Group’s Investor Relations
function, together with the Executive Directors, routinely engage
with analysts, institutional and retail shareholders and potential
investors, through results presentations, roadshows and one-off
meetings and calls. The Chair and SID are available for meetings
with shareholders on request.
In years in which there is a significant change to the Executive
remuneration policy or there is a binding vote on remuneration
at the AGM, the Chair, the Chair of the Remuneration Committee
and the Company Secretary meet with major shareholders to
discuss remuneration and any other governance issues.
Our aim is to ensure we build and maintain strong relationships,
and that we communicate our strategy, and performance against
it, in a clear and consistent way. In turn, we seek to understand
the views of our investors through regular dialogue, and feedback
is provided to the Board as a whole to give additional context for
strategic decision-making and capital allocation.
The regular finance report to the Board includes a detailed update
on all investor relations matters, including movements in the share
register, recent meetings with investors, summaries of analysts’
reports and key discussion topics. In addition, our brokers provide
an independent view on matters of strategic importance such as
potential acquisitions, disposals and capital allocation philosophy.
A summary of the Board’s stakeholder engagement, and compliance
with its duties under section 172 of the Companies Act 2006 can
be found on pages 34 to 37.
2021 Investor Relations
Key investor relations activities in 2021:
•
Launched our strategy and capital allocation philosophy.
•
Announced the resolution with our franchisees.
•
Maintained regular reporting to keep investors regularly
informed and updated.
•
Continued to engage actively with institutional investors,
through roadshows, conferences and numerous one-off
meetings and calls, both physical and virtual.
Key topics discussed with shareholders in 2021:
•
The competitive environment in the UK, including the role of
online aggregators.
•
Franchisee relations and the franchisee resolution.
•
Capital allocation and shareholder returns.
•
Strategic progress on digital, marketing, data and talent
recruitment.
•
The completion of our exit from International businesses.
•
The broader UK consumer environment and the value-
perception of Domino’s Pizza’s customers.
•
Our investments in our own stores and in supply chain capacity.
STRATEGIC REPORT
GOVERNANCEOVERVIEW FINANCIAL STATEMENTS
79Annual Report & Accounts 2021
CORPORATE GOVERNANCE CONTINUED
CHAIR
The role of the Chair is:
•
providing leadership to and ensuring the effectiveness of the
Board in directing the Company;
•
demonstrating objective judgement at all times;
•
ensuring that the Board agendas emphasise strategic, rather
than routine, issues;
•
ensuring that the Directors receive accurate and clear
information well ahead of the time when a decision is required;
•
promoting a culture of openness and constructive debate,
and facilitating an effective contribution by the Non-
executive Directors;
•
arranging informal meetings of the Directors, including
meetings of the non-executive Directors without the
Executive Directors being present;
•
ensuring effective communication by the Group with its
shareholders;
•
seeking regular engagements with major shareholders
in order to understand their views on governance and
performance against the strategy;
•
ensuring the Board as a whole has a clear understanding
of the views of shareholders;
•
arranging for the Chairs of the Committees to be available to
answer questions at the AGM and for all Directors to attend;
•
taking the lead in providing a properly constructed, full,
formal and tailored induction programme and ongoing
development for new Directors; and
•
acting on the results of Board evaluations by recognising
the strengths and addressing any weaknesses of the Board.
CHIEF EXECUTIVE OFFICER
The role of the Chief Executive Officer is:
•
leading and managing the development of the Group’s
strategic direction and objectives;
•
identifying and executing acquisitions and disposals
and leading geographic diversification initiatives;
•
reviewing the Group’s organisational structure and
recommending changes as appropriate;
•
identifying and executing new business opportunities;
•
overseeing risk management and internal control;
•
managing the Group’s risk profile, including the health
and safety performance of the Group;
•
implementing the decisions of the Board and its
Committees;
•
building and maintaining an effective Group leadership
team;
•
reporting to the Board on operating performance;
•
encouraging the implementation of culture throughout
the business;
•
maintaining communication with key external
stakeholders and maintaining relationships with the
government and trade bodies; and
•
ensuring the Chair and the Board are alerted to
forthcoming complex, contentious or sensitive issues
affecting the Group.
The Annual General Meeting (‘AGM’)
The AGM is treated as an opportunity to communicate with all
of our shareholders, and their participation is encouraged. The
Chairs of all Board Committees attend the AGM and are available
to answer questions. An explanatory circular containing the
notice of meeting is sent to shareholders at least 20 working days
beforehand, with separate votes being offered on each substantive
issue. All proxy votes received are counted, with the votes for,
against and withheld announced at the meeting and subsequently
published on the Company’s investor relations website. This
website, https://investors.dominos.co.uk, also contains a host
of up-to-date information on the Group.
Government issued Covid-19 restrictions remained in place at the
time the 2021 AGM was held. Sadly, this meant that we had to
hold the meeting with the minimum attendance to form a quorum.
Ahead of the AGM, we published a presentation on the Company’s
website providing commentary on the Company’s performance
and invited shareholders to submit by email, any questions in
connection with the business of the meeting, with a facility made
available for replies to questions to be published on our website
in advance of the proxy voting deadline, to allow shareholders to
reflect on the answers provided before voting on the resolutions.
The 2022 AGM is scheduled to be held on 5 May 2022. Full details
of the meeting venue will be included in the 2022 AGM circular and
will be available on our website https://investors.dominos.co.uk.
DIVISION OF RESPONSIBILITIES
BOARD ROLES AND RESPONSIBILITIES
There is a clear separation between the roles of the Chair and
the Chief Executive Officer, which is recorded in a document
approved by the Board in January 2022 and summarised below.
In essence, the Chair manages the Board and the Chief Executive
Officer manages the business. Importantly, no one individual has
unfettered powers of decision. All Directors have access to the
advice of the Company Secretary on governance matters.
The Chair and Chief Executive Officer have regular meetings to
discuss matters relating to strategic development, stakeholder
views, operational matters and business performance. The Chair
also has separate discussions with the Non-executive Directors.
80 Domino’s Pizza Group plc
SENIOR INDEPENDENT DIRECTOR (‘SID’)
The SID focuses on:
•
meeting regularly with the independent Non-executive
Directors without the Chair present;
•
holding annual meetings with Non-executive Directors
without the Chair present to appraise the Chair’s
performance and other appropriate matters;
•
providing a sounding board for the Chair and acting as an
intermediary for other Directors;
•
chairing the Nomination & Governance Committee when it is
considering succession to the role of the Chair of the Board;
•
being available to shareholders if they have concerns
which contact through the normal channels of Chair or
Chief Executive Officer has failed to address or would be
inappropriate; and
•
meeting with major shareholders regularly enough to gain
a balanced view of their issues and concerns.
NON-EXECUTIVE DIRECTOR
The role of a Non-executive Director is:
•
providing creative contribution to the Board by way of
constructive criticism;
•
bringing independence, impartiality, experience, specialist
knowledge and a different perspective to the Board;
•
providing guidance on matters of concern and strategy;
•
overseeing risk management and internal control;
•
protecting shareholder and stakeholder interests;
•
constructively challenging the Executive Directors and
monitoring Executive performance;
•
supporting the Executive team in shaping and delivering the
strategic goals of the business;
•
optimising shareholder return and protection of shareholder
assets; and
•
ensuring the Board is able to work together effectively and
make maximum use of its time.
Each Non-executive Director has committed to the Company
that they are able to allocate sufficient time to the Company
to discharge their responsibilities effectively. Any additional
appointments they are contemplating taking on are
discussed with the Chair in advance, including the likely time
commitment and whether these could in any way constitute a
conflict of interest. These matters are formally reviewed by the
Board on an annual basis.
DIVERSITY
The Board’s policy on diversity is explained in the Nomination
& Governance Committee report on pages 86 and 87.
BOARD MEMBERSHIP
The Board currently comprises the Chair, the Chief Executive
Officer, and five independent Non-executive Directors and two
Non-executive Directors. The names and biographical details of
the serving Directors, and the offices held by them, can be found
on pages 72 to 74.
The composition of the Board is of a sufficient size and calibre that
match the growth aspirations and requirements of the business
ensuring good governance is achieved and normal succession
challenges managed, but is not so large as to be unwieldy.
The current Non-executive Directors’ tenure reflects the
refreshing of the Board in recent years.
INDEPENDENCE
The Board reviews the independence of its Non-executive
Directors annually. In assessing the independence of each
Director, the Board considers whether each is independent in
character and judgement and whether there are relationships or
circumstances which are likely to affect, or could appear to affect,
the Directors’ judgement.
The Board has considered the independence of the current Non-
executive Directors, other than the Chair. It does not believe that
Colin Halpern is independent in view of his long service with the
Company (including his former Executive responsibilities). It does
not regard Usman Nabi as independent as Usman is Founder,
Managing Partner and Chief Investment Officer of The Browning
West Group LP, a significant shareholder of the Company.
STRATEGIC REPORT
GOVERNANCEOVERVIEW FINANCIAL STATEMENTS
81Annual Report & Accounts 2021
CORPORATE GOVERNANCE CONTINUED
BOARD COMMITTEES
Membership of the four Board Committees during the year ended 26 December 2021 was as follows:
Audit Committee
Nomination &
Governance Committee Remuneration Committee Sustainability Committee
Matt Shattock Chair Member
Ian Bull
1
Member Member Member
Natalia Barsegiyan Member Member Member Chair
Stella David
3
Member Chair Member
Kevin Higgins
3
Member Member Member
Lynn Fordham
1
Chair Member Member
Usman Nabi Member
Dominic Paul Member
Elias Diaz Sese
4
Member Member Member Member
1. Ian Bull was Chair of the Audit Committee until 30 November 2021 and was then succeeded by Lynn Fordham.
2. The Board established a new Sustainability Committee with effect from 30 November 2021. Its first formal meeting was held in February 2022.
3. Stella David succeeded Kevin Higgins as Chair of the Remuneration Committee with effect from 2 August 2021. Kevin Higgins stepped-down from the
Board on 8 September 2021.
4. Elias Diaz Sese joined the Audit Committee on 30 November 2021.
ATTENDANCE AT BOARD AND COMMITTEE MEETINGS
The Board is scheduled to meet seven times in each year. Additional meetings are arranged as necessary which do not
necessarily require the full participation of all Directors. Committees meet as necessary to discharge their duties. Attendance
of individual Directors at meetings of the Board and its Committees (including additional meetings) during the year ended
26December 2021 was as follows:
Board
1
Audit Committee
Nomination &
Governance Committee Remuneration Committee
Matt Shattock 8 of 8 4 of 4 4 of 4
Colin Halpern 8 of 8
Dominic Paul 8 of 8
Neil Smith
2
6 of 6
Ian Bull 8 of 8 4 of 4 4 of 4 4 of 4
Natalia Barsegiyan 8 of 8 4 of 4 4 of 4 4 of 4
Kevin Higgins
2
5 of 5 3 of 3 2 of 2 3 of 3
Stella David
2
7 of 7 3 of 3 3 of 3
Lynn Fordham 8 of 8 4 of 4 4 of 4 4 of 4
Usman Nabi 7 of 8 3 of 4
Elias Diaz Sese 8 of 8 4 of 4 4 of 4
1. All Directors attended the scheduled Board meetings apart from Usman Nabi who was unable to attend one scheduled meeting due to prior
commitments. There was one unscheduled Board meeting held during the year which all Directors attended.
2. Stella David joined the Board on 23 February 2021. Kevin Higgins left the Board on 8 September 2021. Neil Smith Left the Board on 26 November 2021.
82 Domino’s Pizza Group plc
COMPOSITION, SUCCESSION AND EVALUATION
BOARD COMPOSITION
In terms of composition the Board is
cognisant of its diversity policy and aims
to make appointments in line with that
policy. Our preferred Board structure is
to be led by a Non-executive Chair, to
have high calibre Executive Directors to
drive the performance of the business
under the leadership of a Chief Executive
Officer, and to have a number of Non-
executive Directors drawn from a range
of backgrounds, whose role is to provide
constructive challenge, provide guidance
in developing strategy, offer advice relating
to their areas of specialism and, ultimately,
to hold management to account. Our aim
is that the independent Non-executive
Directors always constitute at least half
of the Board. This structure and the
integrity of the individual Directors should
ensure that no single individual or group
dominates the decision-making process.
There is a common purpose of promoting
the overall success of the Group with a
unified vision of the definition of success,
the core strategic principles, and the
understanding, alignment and mitigation
of risk.
Non-executive Directors are appointed
for three-year terms (subject to annual
re-election by shareholders) and the offer
of any further term of appointment after
year six would be weighed carefully by the
Nomination & Governance Committee,
which keeps the need for progressive
refreshing of the Board (particularly to
maintain an appropriate balance of skills
and experience) and orderly succession to
key appointments under continual review.
BOARD COMPOSITION
The members of the Board as at 7 March 2022 were drawn from a range of backgrounds and gained their experience in a range
of relevant industry sectors:
BOARD BALANCE
The Board composition creates
a majority of independent Non-
executive Directors (excluding the
Chair), with the current position being:
Finance/accounting 3
General management 3
Retail management 3
Female 3
Male 6
Consumer retail 2
Food retail 5
Investment management 2
Ethnic minority 1
Non-ethnic minority 8
3
Professional skills
6:3
Gender balance
3
Primary experience
8:1
Ethnic diversity
Chair 1
Independent Non-executive Directors 5
Non-independent Directors 3
STRATEGIC REPORT
GOVERNANCEOVERVIEW FINANCIAL STATEMENTS
83Annual Report & Accounts 2021
BOARD EFFECTIVENESS
We believe that there are five key steps in creating an
effective Board:
1. Recruit the right people
We have a formal, rigorous and transparent procedure for the
appointment of new Directors to the Board, overseen by the
Nomination & Governance Committee. For each appointment,
we develop an objective brief summarising the role and the
skills and experience required and use an appropriate head-
hunting firm with proven expertise in the relevant field. As noted
above, we take care to ensure that we recruit on merit, from the
widest possible range of backgrounds, recognising the benefits
of diversity, and the search firms we use are signatories to the
Code of Conduct for executive search firms. Before confirming
an appointment, we check whether the preferred individual
can commit to the time expected including, in the case of an
appointment to the Chairship, the need to be available in the
event of a crisis.
2. Make sure Directors have the right tools
All Directors go through a tailored, formal induction process
on joining the Board, including the opportunity to meet major
shareholders. The aim of this is to ensure that they understand
the Company and its business model, our strategy, the drivers
of value in the business and the key risks we face, and that
they understand the legal and regulatory environment in which
we operate and their own personal obligations. Directors are
expected to update and refresh their skills and knowledge on an
ongoing basis, and to continue to build their familiarity with the
Company and its business throughout their tenure. The Company
will provide the necessary resources for developing and updating
its Directors’ knowledge and capabilities, including access to our
operations, staff and franchisees.
All Directors have access to the services of the Company
Secretary, and the opportunity to seek independent professional
advice at the Company’s expense where they judge it necessary
to discharge their responsibilities as Directors or as members
of Board Committees. If Directors have concerns which cannot
be resolved about the running of the Company or a proposed
action, they can request that their concerns are recorded in the
Board minutes, or provide a written statement to the Chair, for
circulation to the Board.
The Board is supplied with information in a form and of a quality
appropriate to enable it to discharge its duties effectively. This
is provided in good time ahead of all meetings and decisions,
and Non-executive Directors are encouraged to seek clarification
from management whenever they feel appropriate.
3. Identify and manage any conflicts of interest
Directors have a statutory duty to avoid actual or potential
conflicts of interest. However, the Company’s Articles of
Association allow the Board to ‘authorise’ conflicts, where felt
appropriate. Any Director who becomes aware that he or she is
in a situation which does or could create a conflict of interest, or
has an interest in an existing or proposed transaction in which
the Company also has an interest, is required to notify the Board
in writing as soon as possible. The interests of new Directors are
reviewed during the recruitment process and authorised
(if appropriate) by the Board at the time of their appointment.
Executive Directors are permitted, and where appropriate
even encouraged, to hold Non-executive directorships outside
the Group. However, the Board would not agree to a full-time
Executive Director taking on more than one Non-executive
directorship in, nor the role of the Chair, of a FTSE 350 company.
4. Formally check on effectiveness
The Board undertakes a formal and rigorous annual evaluation of
its own performance each year. It also reviews the performance
of the Board Committees and the Nomination & Governance
Committee reviews the performance of individual Directors.
Board and Committee evaluation considers the balance of skills,
experience (including familiarity with the Company and its
business) and independence of the Group taken as a whole, and
also the diversity, including gender and ethnicity, of the Directors.
The process also examines how the Directors work together
as a unit, and explores other factors relevant to effectiveness.
The Chair acts on the results of the performance evaluations as
necessary including, where appropriate, proposing new members
be appointed to the Board or seeking the resignation of Directors.
Individual evaluation aims to determine whether each Director
continues to contribute effectively and to demonstrate
commitment to the role (including commitment of time for Board
and Committee meetings and any other duties). The performance
evaluation of the Chair was led by the Senior Independent Director.
Process
For the Board evaluation in 2021 we engaged Manchester Square
Partners (‘MSP’) to undertake an external Board review. MSP is a
London-based advisory firm that specialises in board effectiveness
reviews and has no other connection with Domino’s Pizza Group.
The review involved one of MSP’s partners interviewing each of
the Directors and the Company Secretary and attending a Board
meeting as an observer.
The topics covered by the review included the following areas:
•
Strategy development and review and strategic priorities
•
Operational challenges, perceived risks and risk management
•
Relationship with stakeholders
•
Talent management and succession planning
•
Purpose, values and culture
•
Board role and dynamics
•
Composition, succession & engagement
•
Board committees
A partner from MSP presented the review’s findings to the Board
and a summary of agreed actions was approved, which included:
•
Refine the Board’s forward agenda to ensure an appropriate
balance of emphasis on short-term and longer-term topics;
•
Increase the use of pre-briefing between Board meetings to
create additional time in Board meetings for free-flowing debate;
•
The Board is relatively new and Covid-19 travel restrictions have
limited the amount of face-to-face meetings and interaction. The
meeting schedule will be revised to cater for additional informal
Board sessions, and Non-executive Director-only sessions, to
enable the Board members to get to know each other better and
help with the evolution of boardroom dynamics;
•
Maintaining emphasis on providing quality Board papers with
executive summaries crystalising key points;
•
Continue to leverage Non-executive Director capabilities and
experience; and
•
Improve interaction with key stakeholders in person and/or
virtually, particular customers and franchisees.
5. Ask shareholders to confirm appointments
Ultimately, the Directors’ main responsibility is to promote the
long-term success of the Company, acting in shareholders’ best
interests. All of our Directors submit themselves for re-election at
each AGM and we provide shareholders with sufficient information
in the meeting papers for them to decide whether their commitment
and performance warrant a further year in office.
CORPORATE GOVERNANCE CONTINUED
84 Domino’s Pizza Group plc
AUDIT, RISK AND
INTERNAL CONTROL
The Board has established formal and transparent arrangements
for considering how they apply the principles of sound corporate
reporting, risk management and internal control and how the
Company and Board maintain an appropriate relationship with the
Company’s auditor. These responsibilities are overseen by the Audit
Committee and are explained in its report from pages 88 to 94.
The Board considers that the 2021 Annual Report and Accounts,
taken as a whole, is fair, balanced and understandable and provides
the information necessary for shareholders to assess the Company’s
position and performance, business model and strategy. Details of
how we do this are also explained in the Audit Committee’s report.
REMUNERATION
There are formal and transparent procedures for developing
policy on Executive remuneration and for fixing the remuneration
packages of individual Directors, which are overseen by the
Remuneration Committee and are explained in its report from
pages 96 to 118. This report explains how Executive Directors’
remuneration is designed to promote the long-term success of the
Company, taking into account views of shareholders, and shows
how the performance-related elements are transparent, stretching
and rigorously applied.
WORKFORCE ENGAGEMENT
COLLEAGUE FORUMS
Since the introduction of Colleague Forums within our SCC in 2018, and within our Support Office and Corporate Stores in 2020,
we have continued to develop the framework. Throughout 2021 we made adaptions for Covid-19 related guidelines as we remained
committed to understanding colleague concerns and providing an effective opportunity to update the workforce on relevant
business matters. This framework included electing colleagues to represent our new Supply Chain Centre in Cambuslang which
opened in March 2021.
As per the UK Corporate Governance Code, throughout 2021, a designated non-executive Director for workforce engagement was
in place, with Stella David succeeding Kevin Higgins from 30 November 2021. Kevin Higgins attended a Colleague Forum in February
2021. With Stella David now in place as the designated non-executive Director for workforce engagement, we will be reviewing our
standard ways of working in 2022.
Whilst communications across all areas of the business have continued to be dominated by the Covid-19 pandemic and the
associated guidelines and working arrangements, as per the Terms of Reference, the Forums have been utilised for collective
consultations. Within our Supply Chain Centres, transport forum representatives were pivotal in securing legislative Work Force
Agreements, as per the 2005 Working Time Road Transport Regulations, which enable greater flexibility for the operation by
extending both the night working hours and reference period for the calculation of average working time for drivers across all sites.
Within our Support Office, consultations are ongoing regarding proposed hybrid contractual working.
FUNCTIONAL FORUMS
•
Forum chair
•
HR representative
•
Elected representatives
QUARTERLY
COLLEAGUE FORUMS
•
Chair: Designated
non-executive Director
•
HR representative
•
Nominated representatives
DEPARTMENTAL
MEETINGS/HUDDLES
•
Arranged locally within
function, either as separate
meetings, or as part of
regular established meetings
SCC
8
Site Reps
SCC
30
Site Reps
SCC
4
Site Reps
STORES
6
Area Reps
STORES
6
Area Reps
STORES
2
Area Reps
SO
13
Department
Reps
SO
13
Department
Reps
SO
2
Department
Reps
KEY
SCC
Supply Chain Centres
SO
Support Offices
Stores
Corporates Stores
STRATEGIC REPORT
GOVERNANCEOVERVIEW FINANCIAL STATEMENTS
85Annual Report & Accounts 2021
4
Meetings in
2021
100%
Meeting
attendance
Stella David
Lynn Fordham
Ian Bull
Elias Diaz Sese
Natalia Barsegiyan
Usman Nabi
Committee
Members
NOMINATION & GOVERNANCE COMMITTEE REPORT
BOARD EVALUATION 2021
Details of the Board evaluation process
are set out on page 84. This was the first
externally-facilitated evaluation of the
Board since I joined in 2020 and I found
the process particularly valuable. The
reviewer found the Board to be effective,
engaged and cohesive and with an open
and collegiate style and of a high calibre,
but with low ego. Given the amount of
change on the Board in the last two years,
I was delighted with the findings which
show excellent foundations from which
to develop an already effective team.
HOW THE COMMITTEE OPERATES
The principal objectives of the Nomination
& Governance Committee are to ensure that
•
the Company has the right leadership,
both on the Board and amongst senior
management. This is a combination of
continual review and monitoring of, and
also responding to, specific situations as
needed; and
•
to keep the Board’s corporate
governance arrangements under review
and to ensure that both the Company
and the Board operate in a manner
consistent with corporate governance
best practice.
The Company Secretary attends meetings
in his capacity as Secretary of the
Nomination & Governance Committee and
the Chief Executive Officer and People
Director are expected to attend whenever
necessary.
The Committee’s membership is comprised
of Non-executive Directors, the majority of
which are independent.
OVERVIEW
This is my second report as Chair of the
Nomination & Governance Committee and
I’m pleased to report that we have continued
to make good progress. Following the
appointment of Stella David as an additional
Non-executive Director in February 2021,
the Board now has three high-calibre female
Board members. On behalf of the Committee,
Heidrick and Struggles undertook a search
to recruit Stella David, with a mandate limited
to female candidates against a clearly
defined candidate brief. As at December
2021, the Board gender composition was
compliant with the recommendations of
the Hampton-Alexander review.
Kevin Higgins stepped down from the
Board in September 2021 having served on
the Board for seven years. On 1 December
2021, we announced that Colin Halpern
had advised the Board of his intention
to retire as a Director at the Company’s
Annual General Meeting 2022. Colin
founded Domino’s in the UK & Ireland
when he acquired the MFA in 1993 and has
been a pivotal figure in the development of
the Company.
In November 2021, the Board decided to
expand the Committee’s remit to include
oversight of the Company’s corporate
governance practices, policies and
procedures. This change will allow the Board
more time to focus on our key strategic
topics and areas of business focus. The
Committee’s name and Terms of Reference
were updated to reflect this wider remit.
…the Committee’s objective
of the Board comprising
33% female Board
members during 2021
was achieved.
Matt Shattock
Chair
For full biographies of the Committee members
See pages 72 to 74
Committee
member
Member
since
Meetings
attended
Matt Shattock 2020 4/4
Ian Bull 2019 4/4
Natalia
Barsegiyan
2020 4/4
Kevin Higgins 2014 2/2
Stella David 2021 3/3
Lynn Fordham 2020 4/4
Elias Diaz Sese 2019 4/4
Usman Nabi 2019 3/4
86 Domino’s Pizza Group plc
While the Chair of the Board chairs the
Nomination & Governance Committee in
normal circumstances, he would abstain
in matters relating to the appointment
of a successor to the Chairship.
The number of meetings held in the year
and attendance at those meetings is shown
on page 86.
PURPOSE
The Nomination & Governance Committee
has five principal duties:
•
to ensure that plans are in place for
orderly succession for appointments to
senior management and to the Board,
taking account of the findings of the
Board evaluation, so as to maintain
an appropriate balance of skills and
experience within the Company and
to ensure progressive refreshing of
the Board;
•
to lead the process for Board and
Committee appointments and make
recommendations to the Board;
•
where external recruitment is
required, to evaluate the balance of
skills, experience, independence and
knowledge on the Board and, in light of
this evaluation, prepare a description of
the role and capabilities required for a
particular appointment. The Nomination
& Governance Committee would then
oversee the selection process with the
aim of ensuring that this results in an
appointment made on merit, against
objective criteria and with due regard
for the benefits of diversity on the
Board, including gender and ethnicity;
•
to undertake formal performance
evaluation of Non-executive Directors
who are standing for annual re-election
and to ascertain whether the individual’s
performance continues to be effective
and they demonstrate sufficient
commitment to the role; and
•
to review the Group’s corporate
governance arrangements, including
ensuring appropriate policies and
procedures are in place for key
compliance areas and that the Board
and subsidiaries process are consistent
with best practice.
The terms of reference of the Nomination
& Governance Committee were updated in
November 2021. These terms of reference
are available on the Company’s investor
relations website (https://investors.
dominos.co.uk).
POLICY ON DIVERSITY
The Board recognises the importance
and benefit of having Directors with the
appropriate balance of skills, experience,
independence and knowledge of the
Company to enable them to discharge
their respective duties and responsibilities
effectively. They play a key governance
role in protecting stakeholders’ interests by
ensuring that the Board and management
are challenged, constructively and
effectively, and it is important that they
do so from a range of perspectives.
A key factor in achieving this effectiveness
is drawing members from a range of
backgrounds, which has been shown to help
avoid ‘group think’. We value diversity in our
business and we recruit and develop people
regardless of their gender, race or any other
characteristic. It is in the long-term interests
of the Company and its stakeholders to
recruit and develop the very best people,
drawn from the widest pool of talent.
The policy of the Board on recruitment
is always to seek to appoint the best
candidate to each role. Our diversity policy
incorporates defined goals to meet the
targets set out in the Hampton-Alexander
review on gender diversity and Parker
review on ethnicity. On gender diversity,
the Committee’s objective of the Board
comprising 33% female Board members
during 2021 was achieved. We aim to
increase the proportion of female Board
membership to 40% by 2025. On ethnicity,
we aim to maintain at least one Board
member from the Black, Asian and Minority
Ethnic (BAME) community and increasing
this to two Board members from the BAME
community by 2025.
A copy of the Board’s Diversity Policy
Statement is available on the Company’s
investor relations website (https://
investors.dominos.co.uk).
Details of the Group-wide diversity data
are shown on page 41.
Matt Shattock
Chair
7 March 2022
During the year the Committee met to consider the following key matters:
•
recommending to the Board the appointment of Stella David as an additional
independent Non-executive Director;
•
reviewing the performance of all the Non-executive Directors seeking re-election
at the 2021 AGM;
•
receiving reports from management on plans to improve diversity and inclusion
within the Group;
•
receiving reports from management on talent management within the Group;
•
reviewing progress against the Board’s policy on diversity and inclusion;
•
approving a revised Terms of Reference with an expanded
terms of reference for the Committee;
•
reviewing the composition of the Board’s Committee
and making recommendations to the Board;
•
recommending to the Board the
composition of the newly established
Sustainability Committee.
ACTIVITIES
IN 2021
STRATEGIC REPORT
GOVERNANCEOVERVIEW FINANCIAL STATEMENTS
87Annual Report & Accounts 2021
AUDIT COMMITTEE REPORT
4
Meetings in
2021
100%
Meeting
attendance
Elias Diaz Sese
Ian Bull
Natalia Barsegiyan
Committee
Members
This has also been a year of significant
change within the Committee. In
September 2021, Kevin Higgins stepped
down from the Board and Audit
Committee, having been a member of the
Audit Committee since 2014. I thank Kevin
for the support and insight provided to the
Group over those years. Having completed
one term, and as part of Board evolution,
Ian Bull has handed over the chair to me
and I’m pleased that he remains a member
of the committee. I thank Ian for his
leadership of the committee.
In November 2021, Neil Smith left as CFO,
and David Surdeau was appointed as Interim
CFO. I look forward to working with David
over the next year as the Group continues
to focus on control improvements.
The Committee’s terms of reference were
updated in May 2021.
As has been discussed in previous years,
the Group’s internal control environment
has historically been informal and often
undocumented. Over the last two years,
progress has been made in upgrading the
overall control environment, including
establishing a separate Internal Audit
function who are now reporting with
regularity on control maturity across the
business. Whilst progress was impacted
during the Covid-19 period, the Group has
continued to improve the overall control
environment. As we look forward, there is
still significant progress to be made, and
CHAIR’S SUMMARY STATEMENT
Dear shareholder
I am pleased to present the Audit
Committee report for the year ended
26December 2021 to explain how we
have discharged our responsibilities with
an overview of our principal activities and
their outcome.
Meetings of the Audit Committee have
been attended by the Chair of the Board,
the Chief Executive Officer, the Chief
Financial Officer, the external auditor, the
Company Secretary (as Secretary to the
Audit Committee) and other Directors and
members of management by invitation.
We had four scheduled meetings in the
year and attendance at those meetings is
shown below. In addition to the scheduled
Committee meetings, the past Audit
Committee Chair and I have, together with
other Audit Committee members, met
regularly with the finance team and other
members of the Executive Leadership
team, KPMG in their role as internal
auditors and with PwC as external auditor
to discuss their reports and any issues
highlighted. We continue to regularly
meet with both PwC and KPMG as part
of our ongoing review of the business
and their effectiveness.
The Group has continued
to progress on improving risk
management and internal control
as the new strategy is enacted and
the Group emerges from
the impacts of Covid-19.
Lynn Fordham
Chair
For full biographies of the Committee members
See pages 72 to 74
Committee
member
Member
since
Meetings
attended
Lynn Fordham 2020 4/4
Ian Bull 2019 4/4
Natalia
Barsegiyan
2020 4/4
Elias Dias Seze 2021 0/0
88 Domino’s Pizza Group plc
whilst the overall control environment has
improved and is now assessed by regular
Internal Audit reviews, in light of upcoming
regulatory changes we will continue to
make improvements to the processes
and controls.
The Committee focuses on those matters
it considers to be important by nature of
their size, complexity, level of judgement
required or impact on the financial
statements, including the disposals of the
international markets, the development
of the new eCommerce platform, fair
valuations over the investments held in
Shorecal and the Market Access Fee,
provisions related to legal, regulatory
and tax matters, and the appropriateness
of costs relating to the NAF and
eCommerce funds.
Both the external auditors (PwC) and the
internal auditors (KPMG) were appointed
in 2019 and have become established
in their roles and both have gained a
good understanding of the business.
Effectiveness reviews over the internal
audit function were performed during 2021.
The 2020 year end process with PwC was
reviewed and actions implemented and
noted with an external audit effectiveness
review undertaken in 2021. The Audit
Committee, PwC and management are
committed to ensuring that audit quality
is delivered, and the Committee have
reviewed presentations from the external
auditors, assessed the overall scope and
risk focus of the work
performed, and ensured
that their audit plan continues
to reflect the risks faced by the business.
In relation to Audit Quality, the Audit
Committee has:
•
observed an in-depth audit with deep
questioning and appropriate scepticism,
including the use of subject matter
experts where required;
•
received an explanation of areas where
management and judgements have
been robustly challenged along with
the outcomes of those challenges; and
•
ensured that audit independence is
maintained through review of additional
services provided and consideration
of any conflicts of interest.
In addition, during 2022 PwC will be
reporting on a suite of key Audit Quality
Indicators to the Committee which
have been developed through 2021. The
Audit Committee has direct access to
members of management and the external
and internal auditor. It can seek further
professional advice at the Company’s
cost if deemed necessary, however
no such needs have arisen in the year.
We have performed an Audit Committee
effectiveness review during the year,
inviting input from management and
Committee members. No significant
matters were raised.
There is also increasing focus from
stakeholders in the area of audit reform
in the UK, and changes in the regulatory
market around internal controls. The
Committee has closely followed these
developments and, together with
management and the Board, will act
in due course to accelerate its current
corporate governance and control
improvement agenda.
The Audit Committee has therefore agreed
a clear set of objectives for the next two
years covering the responsibilities and
reviews outlined above, and has agreed
a clear forward agenda for consideration
of all of the responsibilities covered below.
I hope that the report provides a useful
overview to the activities of the Committee
during the year. I will be available at the
AGM or any other time to answer any
questions relating to the work of the
Committee.
Lynn Fordham
Chair of the Audit Committee
7 March 2022
•
assessment of the Group’s accounting policies and applications to
developments in the year, including continued classification of the International
businesses as held for sale and discontinued operations during the year and the
subsequent disposals, and impairment reviews over the Group’s cash generating units
including the London corporate stores;
•
review of the Group’s processes and progress in the ongoing application of IFRS 16 Leases;
•
review of the appropriateness of the classification of non-underlying items within the Group
financial statements;
•
consideration of the progress made on implementing improved internal controls
across the Group, and the implementation of controls as a result of the
findings from internal audit;
•
consideration of the findings of the Financial Reporting Council’s (FRC)
review into the 2020 Annual Report and reviewing and approving the Group’s
response, including the related restatements made to the cash flow statement
as outlined on page 142;
•
monitoring and evaluating the Group’s information security
controls in conjunction with the Board as part
of the overall risk assessment framework;
•
a review of the Group risk profile to
ensure this reflects key
strategic developments of the
Group and wider environment.
ACTIVITIES
IN 2021
STRATEGIC REPORT
GOVERNANCEOVERVIEW FINANCIAL STATEMENTS
89Annual Report & Accounts 2021
AUDIT COMMITTEE REPORT CONTINUED
COMMITTEE MEMBERSHIP, ATTENDEES,
ACCESS AND OBJECTIVES
Lynn Fordham is a qualified accountant with extensive experience
across several sectors, and the Board has determined that she
has recent and relevant financial experience which qualifies her
to chair the Audit Committee. She is a member of the Institute
of Chartered Accountants of Scotland. Ian Bull is a chartered
accountant with significant experience across a variety of sectors.
Natalia Barsegiyan has significant finance experience, including
across the QSR sector. Elias Dias Seze who joined the Committee
in November 2021 also has significant finance experience in
the global food sector. All members are non-executive and are
considered independent under the UK Corporate Governance
Code. The Board is satisfied that the Committee has competence
relevant to the sector in which it operates.
PRINCIPAL DUTIES DELEGATED TO THE AUDIT COMMITTEE
Financial Reporting – Monitoring the integrity of the financial
statements of the Group, including its annual and half-yearly
reports, and any other formal announcement relating to its
financial performance, reviewing and reporting to the Board
on significant financial reporting issues and judgements which
they contain having regard to matters communicated to it by
the auditor.
Narrative Reporting – The Committee reviews the content of the
Annual Report and Accounts and advises the Board on whether,
taken as a whole, it is fair, balanced and understandable and
provides the information necessary for shareholders to assess
the Group’s performance, business model and strategy, and
recommends to the Board for approval accordingly.
Internal Controls and Risk Management Systems – Review
and, where necessary, challenge management’s reports on the
adequacy and effectiveness of the Group’s internal financial
controls and internal control and risk management systems, and
review and approve the statements to be included in the Annual
Report concerning internal controls and risk management.
Compliance, Whistleblowing and Fraud – Review the adequacy
and security of the Group’s arrangements for its employees
and contractors to raise concerns, in confidence, about
possible wrongdoing in financial reporting or other matters.
The Committee seeks to ensure that these arrangements allow
proportionate and independent investigation of such matters
and appropriate follow-up action. Review of the Company’s
procedures for detecting fraud and review the Group’s systems
and controls for the prevention of bribery and receive reports on
non-compliance.
Internal Audit –Assessing the remit of the internal audit
function, setting the internal audit plan and monitoring the
responsiveness and appropriateness of management to findings
and recommendations.
External Audit – Overseeing the relationship with the external
auditor, reviewing the result of quality reviews and effectiveness
of the external audit, and assessing its independence and
objectivity.
TERMS OF REFERENCE
The terms of reference for the Audit Committee were reviewed
and revised in May 2021. The Committee’s terms of reference
are available on the Company’s investor relations website.
FOCUS OF THE COMMITTEE
The focus of the Committee during the year has been primarily
devoted to significant accounting issues and the ongoing work
to upgrade the overall financial control environment. These are
discussed in more detail below.
Significant judgements and financial issues
The Audit Committee’s reviews of the half and full year financial
statements focused on the following areas of significance:
Significant judgement or issue Work undertaken by and conclusion of the Audit Committee
Accounting for the disposal
of the international operations
The Group completed the disposal
of the international operations
during the period, with a total loss
on disposals of £9.8m recognised
in discontinued operations.
The Committee have reviewed the appropriateness of the classification of the
international operations as disposal groups held for sale and discontinued operations
under IFRS 5 Non-current assets held for sale and discontinued operations during
the year, including at the half year review. The disposal of the operations in Sweden,
Iceland and Switzerland completed during the year, and the Committee considered the
losses recognised on disposals, any remaining disposal provisions, and concurred with
management’s assessment and the recorded loss on disposal.
Impairment reviews
of corporate stores
Management performed an
impairment review over the goodwill
recorded on the acquisition of the
London Corporate stores. No further
impairments have been recorded in
the current year.
The Committee received reports from management covering the key judgements,
forecasts and valuation metrics supporting the impairment reviews of goodwill
associated with the Corporate stores business. The Committee concurred with
management’s conclusion that no further impairment should be recorded, following
the impairment to goodwill taken in 2019. The Committee challenged the forecasts
used, the discount rate and other key assumptions including any comparable precedent
transactions and were comfortable that this represented an appropriate valuation, and
that sufficient headroom remained.
90 Domino’s Pizza Group plc
Significant judgement or issue Work undertaken by and conclusion of the Audit Committee
Valuation of the Shorecal investment
The Group recorded a £2.1m increase
in valuation over the 15% investment
in Shorecal Ltd, a franchisee group
based in Ireland.
The Committee challenged the fair valuation model inputs and the basis of the resulting
valuation, the increase of which was as a result of strong performance during the
year and dividends received. The Committee considered the inputs into the valuation
including judgmental areas around future growth. The Committee concurred with the
valuation and the treatment of the movement as underlying income.
Revaluation of the Market Access Fee
A loss of £0.3m was recorded over the
Market Access Fee asset in relation to
the Germany associate.
The Committee have reviewed the forecasts and assumptions used in determining
the fair valuation based on the forecast earnings of the associate investment. The
remaining payment has been calculated based on the trading figures for the calendar
year 2021 from management, and therefore the valuation risk has decreased. The
Committee have reviewed the remaining judgements over the valuation. Overall,
the Committee are satisfied with the valuation in relation to the range of outcomes
determined by management.
The appropriateness, amount
and disclosure of significant
non-underlying items
A total cost of £2.7m has been
included in profit after tax and
classified as non-underlying items.
The Committee have reviewed the appropriateness of the classification and disclosure
of the costs and income classified as non-underlying by management and concur with
management’s assessment that these represent non-underlying costs in accordance
with the Group accounting policy as set out in note 2 to the financial statements.
It is anticipated that going forward there will be fewer non-underlying items.
Other accounting matters considered Work undertaken by and conclusion of the Audit Committee
FRC review In August 2021, the Group received a letter from the FRC requesting further information
following a review by the FRC of the 2020 annual report and accounts. The questions
raised primarily related to the treatment of receipts of lease income within the
consolidated cash flow statement. The Audit Committee reviewed and approved
the Group’s responses to the FRC. The Group’s correspondence with the FRC closed
satisfactorily with agreement on a restatement to be made on the consolidated cash flow
statement to reclassify lease receipts from financing to investing activities, as outlined in
note 2 to the financial statements.
Potential tax liability in respect
of employee share schemes
As further explained in note 2 to the Financial Statements, a provision of £11m was
recorded in 2018 around historical employee share schemes. During the year, an
additional £2.0m has been recorded relating to vesting of options made after 2011,
following further correspondence with HMRC. There has been no change to the
approach taken by HMRC nor the advice received from the Group’s external legal
advisors relating to the ‘pre-2011’ vesting. The committee reviewed the correspondence
with HMRC and the calculation of the additional provision made by management during
the year, and are satisfied with the valuation and approach adopted by management.
Distributable reserves The Committee considered the level of distributable reserves at the Domino’s Pizza
Group plc level throughout the year in order to confirm management’s assessment
that appropriate reserves were in place to facilitate distributions to shareholders. The
Committee reviewed management’s dividend payments throughout the Group and
capital restructuring in a subsidiary company, including assessment of the amounts
considered as qualifying consideration in order to support the adequacy of distributable
reserves when distributions to shareholders are declared.
STRATEGIC REPORT
GOVERNANCEOVERVIEW FINANCIAL STATEMENTS
91Annual Report & Accounts 2021
AUDIT COMMITTEE REPORT CONTINUED
RISK MANAGEMENT AND INTERNAL CONTROL
The Board is ultimately responsible for risk management and
internal controls and, on behalf of the Board, the Audit Committee
is responsible for reviewing the Group’s risk management and
internal control systems. The Committee reviewed management’s
assessment of risk and internal control, results of work performed
by internal audit, and the results and controls observations arising
from the annual audit and interim review procedures performed
by the external auditor. The Committee also ensured that all topics
are appropriately covered, as defined by its Terms of Reference.
In doing so, the Committee considered:
•
the Group’s principal risks and related assurance over risk areas;
•
internal audit reports on key audit areas and any significant
deficiencies in the control environment;
•
management reports on the systems of internal controls and the
progress made on control related projects;
•
external audit reports from PwC during the year which included
details of their audit risk assessment processes;
•
actual and potential legal claims against the Group, including
commercial disputes with key customers; and
•
the Group’s approach to IT, information security and GDPR.
As reported in previous years, the Group’s internal control
environment has historically been informal and often
undocumented. Continued progress has been made in this area
in 2021, including the introduction of a new Head of Internal Audit,
Risk and Control to work alongside the co-sourced providers,
KPMG. An Executive Risk Committee (‘ERC’) was established
in 2020 and the operation of this Committee has continued to
mature during the year. Meeting quarterly, the ERC is composed
of a broad representation of Senior Management and key risk
owners and is tasked with ensuring business risks are regularly
evaluated, monitored, responded to, and reported to the Board,
including making recommendations to the Board over the principal
risk and uncertainty disclosures. Key developments delivered by
the ERC in 2021 include the establishment of a climate risk and
opportunities register as well as the formalisation of a new fraud
risk assessment matrix. These risk registers are now embedded
into the enterprise risk management activities and are routinely
monitored and reported on. The Head of Internal Audit, Risk and
Control is responsible for facilitating six-monthly Management
Assurance statements, the results of which are reported to the
ERC and the Audit Committee. These statements both reinforce
risk accountability and periodically formalise the assessment of
risk and control to report to the Audit Committee.
Developments have been made by the finance team and wider
management on addressing control issues identified, however
further significant work is required, especially considering
potential future corporate governance developments in the
UK. This remains a key priority for the Committee going into
2022 and will remain a regular agenda item. It is expected that
the planned upgrade from the current ERP system will help to
accelerate control improvements through comprehensive control
documentation, enhanced security and access, and a greater
reliance on automated system controls.
Specific matters around risk assessment and the internal control
environment considered by the Committee, and the work
undertaken by the Committee, are as follows:
92 Domino’s Pizza Group plc
Risk management and internal control Work undertaken by and conclusion of the Audit Committee
IT and cyber security The Group’s system sales and operations are highly dependent on its eCommerce IT systems.
There can be no guarantee as to the resilience of the Group’s systems to outside attack and
the Committee commissioned a report on cyber security from Deloitte in the previous years
which identified a number of areas requiring significant attention.
The Committee noted the ongoing additional specialist resource now taken on by
management and received presentations from the Head of IT security around emerging cyber
security risks and the progress of control implementation across the eCommerce and other
IT platforms and challenged management’s action plans around implementation of controls.
This included an assessment of any security issues identified throughout the year.
Risk assessment The Committee reviewed the risk profile of the Group as agreed by the Board and the principal
risks as set out on pages 58 to 68 and challenged the nature and impact of the Group’s
principal risks. During the year, there have been further developments in the risk profile of
the Group and the Committee have reviewed the changes to principal risks, together with
the underlying process of business risk assessment on which these are derived. The Risk
Committee (established by management in 2020) has continued to re-assess the business risks
with input from each risk owner across the business and the outcome of this review has been
reflected in management’s reported assessment.
Whistleblowing The Committee received updates from management of any whistleblowing cases identified
and reviewed the operation and appropriateness of reporting procedures. No significant items
were reported.
Fraud, Anti-Bribery
and corruption
The Committee reviewed the policy and training programme in place around anti-bribery
and corruption.
Taxation The Committee received reports from management around the tax position of the Group and
were updated on emerging direct and indirect tax risks.
EXTERNAL AUDITORS
PwC were appointed external auditors in 2019 and are now
established in their role, giving fresh insight and perspective
on the business. The Committee have engaged with PwC in
reviewing the audit plan for 2021, scope of the audit and risks
identified, and have regularly met with the lead engagement
partner, Owen Mackney. The Audit Committee also held meetings
with the external auditor without management present at each
Audit Committee meeting, and the Audit Committee Chair has a
regular and frequent dialogue with the lead engagement partner.
The Audit Committee has reviewed the independence, objectivity
and effectiveness of the external auditor, PwC, and has concluded
that PwC continues to possess the skills and experience to fulfil its
duties effectively and efficiently.
PwC has confirmed that in its professional opinion it is
independent within the meaning of regulatory and professional
requirements and the objectivity of the audit engagement partner
and audit staff are not impaired.
This is now the third year of PwC’s engagement. Our review
of the effectiveness of the external audit function was based
on a review of the 2020 year end, the interaction of the Audit
Committee with PwC, discussions with the senior finance team,
the robustness of the audit, the quality of reporting to the Audit
Committee and the audit quality reports published by the FRC.
The Committee remain satisfied as a result of the discussions
and interaction with PwC, together with reviews of audit quality
reports, that no significant issues were raised.
The Audit Committee agreed the fees for the external auditor and
has strict policies regarding the provision of non-audit services
by the external auditor which can be found on the Company’s
website. These include specific pre-approvals for proposed work
and fees, a prohibition on certain services and a restriction on
total non-audit fees as a percentage of the total audit and audit
related services, except in exceptional circumstances. PwC also
have a clear internal policy on non-audit services.
The only significant non-audit fees charged in the period were
in relation to the interim review, additional assurance work over
ESG metrics, and a small piece of assurance work provided to
the UK operations to support the final working capital adjustment
for Iceland, which is considered a permissible non-audit service.
The assurance over ESG metrics work commenced during the
year, for a total fee of £45,000. The committee considered the
appropriateness of appointing PwC in light of independence
requirements and considered the work performed to be in line
with independence requirements. The assurance work provided
to Iceland for £4,000 was provided as part of the disposal
transaction and is considered a permissible non-audit service.
We are satisfied that both services are permissible under
both our internal and PwC’s policies and the ethical guidance.
The only significant audit-related fee was the interim review
performed at half-year of £58,000. The level of non-audit fees
to audit fees is 13%.
STRATEGIC REPORT
GOVERNANCEOVERVIEW FINANCIAL STATEMENTS
93Annual Report & Accounts 2021
AUDIT COMMITTEE REPORT CONTINUED
The level of fees payable to PwC for 2021 are as set out below:
£m
Total audit and audit-related fees 0.8
Non-audit fees 0.1
Total audit and non-audit services 0.9
The Company has complied throughout the year with the
Statutory Order 2014 issued by the Competition and Markets
Authority.
After assessing the level of non-audit fees, the review of
effectiveness, and relevant audit quality reports, the Committee
has no concerns over the objectivity, independence or
effectiveness of the external auditors.
INTERNAL AUDIT
In 2019, KPMG were formally appointed as internal auditors of
the Group. During 2021, KPMG have continued to contribute to
the delivery of the internal audit plan as co-source providers,
now working together with the Head of Internal Audit, Risk and
Control in order to set the framework for a cyclical audit of each
key business area during the year. The key objective is to provide
independent and objective assurance that each business area
implements and maintains effective controls.
The plan focuses on benchmarking across the business on a risk-
based approach, informed by the business and the Committee.
Audits are designed to address strategic and operational risks
and seek to provide assurance over the processes and controls in
place to ensure certainty over the delivery of the Group’s strategic
objectives. The plan covers the nature and timing of the audits in
order to assist in improving the effectiveness of governance and
key risk management and internal control processes. The internal
auditors are also engaged in ad-hoc work based on identified risk
areas. During the year, Internal Audit have performed work and
issued reports covering key risks including data protection, cyber
security, SCC transport & logistics, and online-sales payment
processing. Audits have also been undertaken to address key
areas of compliance risk relating to VAT, Treasury activities, ERP
security and access, and fraud risk management. KPMG have
performed additional work assisting in the documentation of key
financial and operational controls relating to all major transaction
cycles. Recommendations arising from audits are followed up
routinely to ensure management commitments are enacted on a
timely basis and control improvements delivered. The Committee
are satisfied that there is a clear improvement plan in place for
internal controls.
The internal audit team have input into ensuring that adequate
resources are made available and that the necessary support
is provided by the business to accomplish the agreed work
programme. The Committee Chair meets with the Head of
Internal Audit, Risk and Control as well as the KPMG Partner
and Director regularly to discuss activities and the nature of
any significant issues which may have arisen.
A review of the effectiveness of the internal audit function
took place during the year, including input from the Committee
members and management involved in the internal audit process.
No significant areas of concern were raised, with the key area for
improvement being ongoing focus to further develop the internal
audit scope of activity into a cyclical and risk focused approach
following the relatively recent establishment of the function.
Internal audit is now a regular agenda item at Committee
meetings. Reports from the internal audit team routinely
include updates on audit and assurance activities, progress on
the Group’s internal audit plan and commentary and tracking
of the implementation of recommendations by management.
Departmental objectives are set at the start of the year with
reports on progress at all Audit Committee meetings.
The Committee intends that no significant new areas of work
will be allocated to KPMG to safeguard their independence and
objectivity, with Committee approvals as necessary, should a
conflict arise. The Committee reviewed other engagements
undertaken by KPMG for third parties over the Group and ensured
that adequate safeguards to independence were in place.
GOING CONCERN AND VIABILITY
On behalf of the Board, the Audit Committee reviewed the Group’s
projected cash flows, facilities and covenants as well as reviewing
the assumptions underlying the viability statement (see page 69).
Net debt has increased during the year to £199.7m, as a result
of the increased shareholder returns during the period which
exceeded the free cash flow generated, which remained strong
over the year. Throughout the year, the Group has maintained
comfortable headroom within its facility and comfortably met
banking covenant compliance.
Having reviewed these projections, and the potential scenarios
consisting of the Base Case, a sensitised scenario and a further
stress test, which have been set out in more detail on page 69,
and the ability of the Group to stop discretionary payments, the
Audit Committee has concluded that it would recommend to the
Board that it should be able to make the relevant statements.
The principal sensitivity would be a significant fall in underlying
profitability or a severe impact in the supply chain, which could
impact on the debt covenants. Mitigations remain in the form of
delaying or suspending capital distributions through dividends and
share buybacks.
FAIR, BALANCED AND UNDERSTANDABLE
The Audit Committee has provided advice to the Board on
whether the Annual Report and Accounts, taken as a whole, are
fair, balanced and understandable and provide the information
necessary for shareholders to assess the Group’s financial position
and performance, business model and strategy.
Each Director was also asked to provide this confirmation. When
doing so, both the Audit Committee and the individual Directors
were provided by management with a formal assessment of the
key messages included in the Annual Report and Accounts. This
assessment was designed to test the quality of reporting and
to enable the Directors to satisfy themselves that the levels of
disclosure were appropriate.
The Committee gave due consideration to the integrity of
information provided in the Annual Report to ensure that this
explains the Group’s position and performance effectively.
The Committee reviewed the use of Alternative Performance
measures, including the use of non-underlying measures, in light
of the guidelines issued by the European Securities and Markets
Authority (‘ESMA’).
The Committee recommended to the Board that the disclosures
in the Annual Report, taken as a whole, are fair, balanced and
understandable, and provided the information necessary for our
shareholders to assess the Company’s position, performance,
business model and strategy.
Lynn Fordham
Chair of the Audit Committee
7 March 2022
94 Domino’s Pizza Group plc
STRATEGIC REPORT
GOVERNANCEOVERVIEW FINANCIAL STATEMENTS
95Annual Report & Accounts 2021
DIRECTORS’ REMUNERATION REPORT
4
Meetings in
2021
100%
Meeting
attendance
Matt Shattock
Lynn Fordham
Ian Bull
Elias Diaz Sese
Natalia Barsegiyan
Committee
Members
The principal feedback from the
consultation identified the following topics
that influenced shareholder voting at last
year’s AGM:
•
The level of fees paid to the new Chair
•
The level of salary for the new
Chief Executive Officer and Chief
Financial Officer as compared to their
predecessors
•
The award of an LTIP at 200% of salary
to the CEO taking advantage of the
exceptional limit in both the Policy and
the Rules of the LTIP
The Committee acknowledges the views
expressed by shareholders but remains
of the view that the decisions it took in
respect of the matters noted above were
appropriate for the Company and its
shareholders given the challenges that the
Company faced at that time. We believe
that the agreement reached with the
franchisees as announced on 16 December
2021 (the ‘Resolution’) heralds a new era
of collaboration between the Company
and franchisees to unlock the significant
latent potential of the Domino’s system and
accelerate both near-term and long-term
growth. The Resolution would not have
been achieved without recruitment of new
leadership of the Company which itself
could not have been achieved without
the Committee taking the decisions on
remuneration noted above.
CHAIR’S SUMMARY STATEMENT
Dear shareholder
I am pleased to present the Directors’
Remuneration Report for the period
ended 26December 2021.
This my first report as Chair of the
Remuneration Committee having taken
over the role from Kevin Higgins in
August 2021.
In this report, we review the Group’s
performance in the year and explain
the remuneration which resulted for
the Directors. I also explain how our
remuneration policy will be implemented
in 2022.
The Remuneration Policy Report on pages
99 to 107 will be put to a shareholders’
binding vote at the AGM to be held in May
2022. Our current policy was approved
at the 2019 AGM, which received 92.85%
votes in favour. However, we were
disappointed that at the 2021 AGM, only
65.05% of the shareholders that voted
supported the advisory vote on the
Directors’ Remuneration Report. As a
result, we consulted with shareholders to
understand their concerns and views on
the implementation of our current policy.
The Committee is satisfied
that the remuneration
outcomes and payments
for 2021 are fair and
reasonable.
Stella David
Chair
For full biographies of the Committee members
See pages 72 to 74
Committee
member
Member
since
Meetings
attended
Matt Shattock 2020 4/4
Ian Bull 2019 4/4
Natalia
Barsegiyan
2020 4/4
Stella David 2021 3/3
Lynn Fordham 2020 4/4
Elias Diaz Sese 2019 4/4
96 Domino’s Pizza Group plc
Following the consultation, the Committee
carried out a review of the policy and has
decided to propose some amendments.
These changes are being proposed
largely to enhance alignment of our
policy with best practice, while taking
into consideration, to the extent feasible,
the feedback we received during the
shareholder consultation. Details of the
proposed changes to the policy can
be found on page 99. The Committee
consulted with shareholders on the
remuneration policy and received strong
support for the proposed changes.
Shareholders will also be asked at the AGM
to approve a new Long-term Incentive
Plan (‘2022 LTIP’) to replace the current
2012 LTIP which expires in March 2022. A
summary of the key features of the 2022
LTIP will be included in the AGM circular.
PERFORMANCE AND
REMUNERATION FOR 2021
The business has continued its operations
throughout the Covid-19 pandemic and
its various lockdowns, working together
with our Franchisees for the benefit of all
stakeholders and keeping our colleagues
and customers safe. Throughout the
Covid-19 pandemic the Group has
not received any UK government loan
assistance, and business rate rebates for
the corporate store estate were repaid.
The Group’s results for 2021 demonstrate
a robust trading performance and strong
momentum in our core markets in the
UK and Ireland. The Group has made
significant progress against its strategic
plan and, as noted earlier, we concluded
a resolution with our franchisees, which
was a major milestone in resetting a
relationship that is fundamental to our
business, and addresses tensions that
have held back the development of the
system in recent years. During the year,
the Group completed the exit from the
remaining international markets allowing
management to focus on the core UK and
Ireland markets. Our Supply Chain Centres
continued to provide the highest level of
support to our franchisee partners and
we opened a new UK supply chain
centre in Cambuslang, Scotland.
The strong operational performance
has been matched by a robust financial
performance with the Group’s adjusted
underlying Profit Before Tax (‘PBT’) for the
year above the threshold target level for
profit-related annual bonuses to be paid
to the CEO. Details of the annual bonus
outcomes are shown on pages 112 and 113.
The Committee is satisfied that the
remuneration outcomes and payments
for the 2021 financial year are fair and
reasonable, in light of the business
performance during the year, and are
in the best interests of the Company
and shareholders.
LTIP GRANTED DURING THE YEAR
As agreed at the time of appointment, the
CEO received an award under the 2012
LTIP of 200% of base salary during the year.
The grant to the CEO at 200% was both
in line with the agreement entered into
with him on joining, and with the median
award for CEOs in the FTSE 250. As this
was above the normal maximum specified
in our policy, the Committee made use of
the exceptional limit allowed for by our
policy to make this award. The Committee
is proposing to amend the remuneration
policy so that the annual LTIP award for
the CEO is 200% of base salary. For the
awards made in 2021, 70% of the awards
are subject to performance conditions
based on earnings per share (‘EPS’) targets
and 30% are based on relative total
shareholder return (‘TSR’), over the three-
year performance period ending December
2023. A two-year post-vesting holding
period applies. Detailed performance
targets for LTIP awards made in 2021
are shown on pages 114 and 115 and the
performance targets for awards to be made
in 2022 are shown on pages 109 and 110.
BASE SALARIES FOR 2021
On appointment, the CEO’s base salary was
£750,000 which was not increased in 2021.
From April 2022, the CEO’s base salary will
increase by 2% to £765,000 per annum. This
rate of increase is below the general rate of
increase for the wider workforce which has
been set at 3% for 2022.
PENSION ARRANGEMENTS
In last year’s Directors’ Remuneration
Report we advised of our intention to extend
pension contribution matching arrangements
to all colleagues working in the stores
which would have enabled all colleagues
to receive a company pension contribution
of 5%. The Committee reconsidered this
planned approach, as it was concerned that
in practice it was unlikely that many store-
based colleagues would take up this offer
given the typical age and expected length
of service. The Committee decided not to
introduce the proposed change, as a result
of which the majority of our workforce
remain entitled to a maximum contribution
of 3%. Our CEO has voluntarily agreed to
reduce his contribution in lieu of pension
to 3% with effect from 1 January 2022 as
a result of which the pension levels for all
Executive Directors in the policy will be
limited to 3% of base salary.
SHAREHOLDERS’ VIEWS
The Committee continues to take an
active interest in shareholders’ views and
looks forward to maintaining an open and
transparent dialogue in the future. We
would like to thank you for your support
in previous years, and we look forward
to your support at the 2022 AGM.
Stella David
Chair of the Remuneration Committee
7 March 2022
For the introduction
to Governance
See page 76
STRATEGIC REPORT
GOVERNANCEOVERVIEW FINANCIAL STATEMENTS
97Annual Report & Accounts 2021
ALIGNMENT OF PERFORMANCE AND REMUNERATION 2021
ANNUAL BONUS
Incentivise annual delivery of financial
and operational goals linked to the
Company’s strategy
PBT
Linked to financial KPI
ORDER COUNT
Linked to budgeted order count target
STRATEGIC PLAN
Linked to business strategic plan
PEOPLE
Linked to business strategic plan
DIGITAL & IT
Linked to digital & IT agenda
LTIP
Aligned to main strategic objectives of
delivering sustained profitable growth
EPS GROWTH
Linked to financial KPI
RELATIVE TSR
Linked to financial KPI
DIRECTORS’ REMUNERATION REPORT CONTINUED
REMUNERATION AT A GLANCE
PROPOSED APPLICATION OF THE NEW POLICY FOR 2022
Unchanged:
•
Annual bonus quantum and
% of bonus deferral
•
LTIP quantum for the CEO
and vesting/holding periods
•
In- and post-employment
shareholding requirements
•
Core benefits
Key changes:
•
CEO salary increased by 2% per annum with effect from April 2022
•
Pension allowance for the Executive Directors reduced from 5% to 3%
•
Bonus deferral period increased from two to three years
•
ESG metrics introduced for 2022 annual bonus
•
Maximum LTIP for the CFO of 175% with no exceptional limit
•
Malus and clawback provisions further strengthened by including trigger events
such as serious reputational damage and unreasonable failure to protect the
interest of employees and customers
•
Notice periods for new Directors reduced from 12 months to 6 months
Notes:
The CEO joined the Company in 2020.
The CFO joined the Company in 2020 and left in 2021. The CFO was not entitled to a bonus for 2021, having left the Company during the year.
The percentages shown are the bonus payable as a percentage of maximum.
No LTIP awards were due to vest for the performance periods ending in 2020 and 2021, therefore LTIP is not included in the charts above.
70%
70%
30%
5%
5%
10%
10%
Chief Executive Officer
£1,600,000
£800,000
£400,000
2020
actual
2021
actual
2020
maximum
2021
maximum
£0
£2,000,000
£1,200,000
73.4%
Chief Financial Officer
£800,000
£400,000
2020
actual
2021
actual
2020
maximum
2021
maximum
0
£1,200,000
Salary
PensionBenefits Bonus
Salary
PensionBenefits Bonus
56.81%
98 Domino’s Pizza Group plc
REMUNERATION POLICY REPORT
This part of our Directors’ Remuneration Report sets out the Directors’ Remuneration Policy (the ‘Policy’) for the Company which, as
required under the provisions of the Companies Act 2006 and Schedule 8 of the Large and Medium-sized Companies and Groups
(Accounts and Reports) Regulations 2008 as amended (‘the Regulations’), the Company will be submitting to shareholders for
approval at the AGM on 5 May 2022. The Policy, once approved, will take effect from that date. The previous Policy was approved
by shareholders at the AGM on 18 April 2019.
In most respects, the new Policy is consistent with that previously approved. The key changes proposed, to bring the Policy further in
line with best practice, are as follows:
•
To reduce pension allowance for Executive Directors (including the current CEO) from 5% to 3% to fully align with that available to
the wider workforce;
•
To increase the deferral period for annual bonus from two years to three years;
•
To simplify the LTIP with a single maximum of 200% of salary for the CEO and 175% for the CFO and other Executive Directors
(i.e. remove the previous normal maximum of 175% and exceptional maximum of 200%);
•
To further strengthen the malus and clawback provisions under the annual bonus and LTIP to include trigger events of serious
reputational damage and unreasonable failure to protect the interests of employees and customers; and
•
To reduce the notice period for future Executive Directors from 12 months to six months, subject to Committee discretion to initially
set the notice period at up to 12 months but then reducing to six months by no later than the end of the second year after joining.
OBJECTIVES OF THE POLICY
The proposed Policy, effective from the date of the 2022 AGM, continues to meet the following objectives:
•
Clarity: maintain transparency, clear alignment with shareholder value and promotion of long-term, sustained performance;
•
Predictability: ensure that performance targets for variable pay are stretching but achievable, specific and measurable, the quantum of
reward reflects both Company and individual performance and there are appropriate award caps and Committee discretions in place;
•
Support for the Company’s business strategy by aligning the Executive Directors’ incentives with the Company’s growth objectives;
•
Simplicity: ensure that the remuneration structures avoid unnecessary complexity and are easy to understand for participants;
•
Risk is appropriately managed: variable pay should drive performance within the Company’s risk appetite and encourage a prudent
and balanced approach to the business;
•
Alignment to culture: the remuneration arrangements encourage the behaviour from the Executive Directors that the Committee
expects to see throughout the business; and
•
Proportionality: the link between individual awards, the delivery of strategy and long-term performance of the Company is clear.
In setting the Policy for the Executive Directors, the Committee also takes into account a number of different factors:
•
The Committee applies the principles set out in the Code and also takes into account best practice guidance issued by the major UK
institutional investor bodies and other relevant organisations;
•
When the Committee determines and reviews the Policy for the Executive Directors, it considers and compares it against the pay,
policy and employment conditions of our employees to ensure that there is appropriate alignment between the two; and
•
The Committee conducts periodic external comparisons to examine current market trends and practices and equivalent roles in
similar companies, taking into account their size, business complexity, international scope and relative performance to inform its
decisions. However, the Committee recognises that such data and information should be used as a guide only and that there may
be a need to phase-in changes over a period of time.
STRATEGIC REPORT
GOVERNANCEOVERVIEW FINANCIAL STATEMENTS
99Annual Report & Accounts 2021
EXECUTIVE DIRECTORS’ REMUNERATION POLICY TABLE
Purpose and link
to strategy Operation Maximum Performance targets
Base salary
•
Reflects the
responsibility level and
complexity of the role
•
Reflects skills and
experience over time
•
Provides an appropriate
level of basic fixed
income avoiding
excessive risk arising
from over-reliance on
variable income
•
Salaries will typically be
reviewed annually
•
Set in the context of pay and
employment conditions in the
Group and internal relativities
•
Salary levels take periodic
account of pay levels in
companies with similar
characteristics and sector
comparators
•
Salaries will typically be
eligible for increases on an
annual basis with the rate
of increase (in percentage
terms) typically linked
to those of the wider
workforce
•
If there are significant
changes in responsibility,
a change of scope in a
role, a material sustained
change in the size and/
or complexity of the
Company or very strong
performance may merit
base salary increases
beyond those of the wider
workforce
•
If pay is set at a discount
to the Company’s normal
policy on appointment,
it may be appropriate
to phase an individual
towards an appropriate
rate using increases
above those of the
wider workforce based
on performance and
experience
•
n/a
Pension
•
Provides market-
competitive, yet
cost-effective
retirement benefits
•
Opportunity for
Executives to
contribute to their
own retirement plan
•
Defined contribution or cash
supplement
•
HMRC-approved salary sacrifice
arrangement (salary sacrifice for
employee contribution)
•
Employer contribution to
a pension arrangement
or payment of a cash
allowance in lieu of a
pension up to 3% of
basic salary.
•
n/a
Other benefits
•
Provides cost-effective
insured benefits to
support the individual
and their family
•
Access to company
car to facilitate
effective travel
•
Benefits are provided through
third-party providers and include
family-level private medical
and up to four times salary life
insurance cover
•
Company cars or cash
equivalents provided
•
Participation in an HMRC-
registered savings-related
share option scheme on the
same terms as other UK-based
employees
•
The Committee may offer
Executive Directors other
benefits from time to time on
broadly the same terms as
provided to the wider workforce
or, as appropriate, to enable
them to effectively fulfil their
duties. Relocation benefits
may be offered if considered
appropriate and reasonable
•
Any business-related expenses
(including tax thereon) may be
reimbursed
•
There is no maximum
limit specified but the
Committee reviews the
overall cost of the benefits
on a periodic basis. The
value of insured benefits
will vary from year to year,
based on the cost from
third-party providers
•
n/a
DIRECTORS’ REMUNERATION REPORT CONTINUED
100 Domino’s Pizza Group plc
Purpose and link
to strategy Operation Maximum Performance targets
Annual
performance
bonus
•
Incentivise annual
delivery of financial
and operational
goals linked to the
Company’s strategy
•
Up to two-thirds of the annual
bonus is paid in cash and one-
third deferred into shares that
will vest after three years and
are subject to risk of forfeiture
•
Dividend equivalents which
accrue on vested shares may
be payable
•
Not pensionable
•
Clawback and malus
provisions apply
•
Stretching targets drive
operational efficiency and
influence the level of returns
that should ultimately be
delivered to shareholders
through share price and
dividends
•
The maximum bonus
opportunity is 150% of
salary for the CEO and
125% of salary for the
CFO and other Executive
Directors
•
Bonuses will be subject to a
combination of financial and
non-financial targets that are
set by the Committee on an
annual basis
•
The majority of the bonus will
be measured against financial
metrics (e.g. underlying PBT)
with a graduated scale set
around the target
•
A minority of the bonus may
be set based on non-financial
targets which are aligned to
the key business objectives
from year to year
•
A minority of each element
will be payable for achieving
the threshold performance
level. In relation to financial
targets, 20% of this part
of the bonus becomes
payable for achieving the
threshold performance
target. In relation to any
non-financial measures used,
it is not always practicable
to set a sliding scale for
each objective. Where it is,
a similar proportion of the
bonus becomes payable
for achieving the threshold
performance level as for
financial targets
•
Details of the bonus measures
and targets operated each
year will be included in
the relevant Directors’
Remuneration Report
2022 Long Term
Incentive Plan
(‘2022 LTIP ’)
•
Aligned to main
strategic objectives of
delivering sustained
profitable growth
•
Aids retention of
senior management
•
Creates alignment
with shareholders
and provides focus
on increasing the
Company’s share price
over the medium term
•
Annual grant of performance
shares which may be structured
as conditional awards or nil
cost options
•
Subject to performance
conditions measured over three
years. An additional two-year
post-vesting holding period
applies to awards granted to
the Executive Directors
•
Clawback and malus
provisions apply
•
Dividend equivalents which
accrue during the vesting
period and, where applicable,
post-vesting holding period
may be paid
•
Maximum annual
opportunity of 200% of
salary for the CEO and
175% for the CFO and
other Executive Directors
•
Long-term incentive awards
vest based on three-year
performance against one or
more challenging financial
targets and relative TSR
performance set and assessed
by the Committee at its
discretion
•
Different measures may be set
for future awards but financial
targets will determine vesting
in relation to at least 50% of
an award
•
A maximum of 15% of any
award vests for achieving
the threshold performance
level with 100% of the awards
being earned for maximum
performance
STRATEGIC REPORT
GOVERNANCEOVERVIEW FINANCIAL STATEMENTS
101Annual Report & Accounts 2021
Purpose and link
to strategy Operation Maximum Performance targets
In-employment
share ownership
requirement
•
To provide alignment
between Executives
and shareholders
•
To encourage a focus
on sustainable long-
term performance
•
Executives are required to
retain shares from the vesting of
options and awards (on an after-
tax basis) to build and maintain
a shareholding equivalent to the
required multiple of salary within
five years of joining
•
50% of any shares received
on vesting/exercise of awards
under the Company’s LTIPs and
Deferred Share Bonus Plan (net
of tax), granted in respect of
performance periods starting
in 2019 onwards, will be placed
into a nominee account until
the required share ownership
requirement has been met
•
At least 200% of salary
holding for Executive
Directors whilst in
employment
•
n/a
Post-employment
share ownership
requirement
•
To further strengthen
the alignment between
Executives and
shareholders
•
Upon cessation of employment,
Executives are required to
maintain a shareholding for
two years thereafter
•
A level equal to the lower
of the in-employment
requirement and the
number of shares
beneficially held at
cessation
•
n/a
NON-EXECUTIVE DIRECTORS’ REMUNERATION POLICY TABLE
Purpose and link
to strategy Operation Maximum Performance targets
Non-executive
Director fees
•
Reflects the value of
the individual’s skills
and experience
•
Recognises expected
time commitments
and responsibilities
•
Chair’s fees are set by the
Remuneration Committee.
Non-executive Directors’ fees
are set by the Board
•
Fees are reviewed periodically
•
Takes into account periodic
external reviews against
companies with similar
characteristics and sector
comparators
•
Set in the context of
time commitments and
responsibilities
•
A base fee is provided to all
Non-executive Directors with
supplemental fees payable for
chairing the sub-Committees, for
holding the Senior Independent
Director position or to reflect
any additional responsibilities
or duties they are required by
the Board to undertake
•
Non-executive Directors do not
participate in any annual bonus,
share incentive plans or pension
arrangements
•
Non-executive Directors shall
be reimbursed for any expenses
(on a gross of tax basis) incurred
in the course of carrying out
their role which are deemed
to be taxable by HMRC
(or equivalent body)
•
The fee levels are reviewed
on a periodic basis, with
reference to the time
commitment of the role
and market levels in
companies of comparable
size and complexity
•
The fee levels will be
eligible for increases
during the three-
year period that the
remuneration policy
operates from the effective
date to ensure they
appropriately recognise
the time commitment of
the role, increases to fee
levels for non-executive
Directors in general and
fee levels in companies
of a similar size and
complexity
•
Flexibility is retained to go
over the above fee levels,
if necessary to do so, to
appoint a new Chair or
Non-executive Director
of an appropriate calibre
•
n/a
Shareholding
guideline
•
To provide alignment
between Non-
executive Directors
and shareholders
•
Non-executive Directors are
encouraged, but not required,
to own shares in the Company
•
To facilitate this, Non-executive
Directors can enter into
arrangements under which
a percentage of their after-tax
fees can be applied to purchase
shares
•
n/a
•
n/a
DIRECTORS’ REMUNERATION REPORT CONTINUED
102 Domino’s Pizza Group plc
OPERATION OF THE ANNUAL BONUS PLAN, THE DEFERRED SHARE BONUS PLAN AND LTIP POLICY
The Committee will operate the annual bonus plan, the deferred share bonus plan (‘DSBP’), the 2012 LTIP and the 2022 LTIP scheme
in accordance with their respective rules and in accordance with the Listing Rules and HMRC requirements where relevant.
Within these rules, the Remuneration Committee is required to retain a number of discretions to ensure an effective operation and
administration of these plans. These discretions are consistent with standard market practice and include (but are not limited to):
•
who participates in the plans;
•
when awards are granted and/or paid;
•
the size of an award and/or a payment (subject to the limits stated in the policy table above);
•
how to determine the level of vesting;
•
how to deal with a change of control or restructuring of the Group;
•
how to determine a good/bad leaver for incentive plan purposes;
•
how to determine any adjustments required in certain circumstances (e.g. rights issues, corporate restructuring, events and special
dividends); and
•
reviewing the performance conditions (range of targets, measures and weightings) for the annual bonus plan and LTIP from year to year.
If certain events occur, such as a material acquisition or the divestment of a Group business, the original performance conditions may
no longer be appropriate. Therefore, the Remuneration Committee retains the discretion to make adjustments to the targets and/
or set different measures and alter weightings as they deem necessary to ensure the conditions achieve their original purpose, are
appropriate in the revised circumstances and, in any event, are not materially less difficult to satisfy.
Any use of the above discretions would, where relevant, be explained in the Directors’ remuneration report and may, where
appropriate, be the subject of prior consultation with the Company’s major shareholders.
To comply with the UK Corporate Governance Code published in 2018, for awards granted in 2019 and beyond, irrespective of whether
any performance condition has been achieved the Committee will have discretion under the annual bonus plan, the 2012 LTIP and
2022 LTIP to scale back the level of pay-out or vesting that would otherwise result by reference to the formulaic outcome alone.
Such discretion would only be used in exceptional circumstances and may be applied to take into account corporate and/or personal
performance.
Share-settled incentive awards and any arrangements agreed prior to the effective date of this policy will remain eligible to vest or
pay out based on their original award terms. This includes any awards granted under the DSBP, the 2012 LTIP scheme or the 2016 LTIP
scheme. In addition, all arrangements previously disclosed in prior years’ Directors’ Remuneration Reports will remain eligible to vest
or become payable on their original terms.
CLAWBACK AND MALUS PROVISIONS
The Company has the right to reduce the number of shares over which an award was granted under the DSBP or LTIP where it is
discovered that the award was granted over too many shares as a result of a material misstatement in the Company’s accounts,
when there has been an error or reliance on misleading information when assessing the size of the award that was granted, and/or it
is discovered that the participant could reasonably have been dismissed as a result of his/her misconduct. For performance periods
beginning on or after 31 December 2018, the Company may also scale back an award where the Company suffers a material downturn
in its operational or financial performance which is at least partly attributable to management failure; where the Company has suffered
an instance of corporate failure; and/or where this is a material failure of risk management and/or regulatory non-compliance. For
performance periods beginning on or after 31 December 2021, the Company may also scale back an award where the Company suffers
a serious reputational damage as a result of management failure and/or where there is unreasonable failure to protect the interests of
employees and customers.
The Company may also claw back cash bonus awards or previously vested Deferred Share Bonus Plan (‘DSBP)’ and LTIP awards in
accordance with the principles set out above to ensure that the full value of any overpayment is recouped. In these circumstances the
Committee may apply clawback within two years of the payment of the cash bonus or date of grant of a DSBP award or within three
years of the vesting of an LTIP award.
BALANCE BETWEEN FIXED AND VARIABLE PAY
The performance-related elements of remuneration are dependent upon the achievement of outcomes that are important drivers of
sustainable growth for the business and therefore the creation of value for shareholders.
STRATEGIC REPORT
GOVERNANCEOVERVIEW FINANCIAL STATEMENTS
103Annual Report & Accounts 2021
CHOICE OF PERFORMANCE METRICS
The Company is a growth business, and our investments in supply chain, digital innovation and the customer experience are all
designed to improve the profitability of the overall system, reach new customers and drive repeat business from existing customers.
However, neither system sales nor statutory revenue are appropriate performance measures, because the former is significantly
influenced by franchisees, and the latter is affected by the volatility of food costs. As a result, underlying profit before tax is used as the
main performance metric in the annual bonus plan, as this captures both the growth and the efficiency of the business. ESG measures
linked to business strategy and objectives are introduced for annual bonus awards in 2022.
A combination of relative TSR and growth in underlying EPS have been used for LTIP awards in previous years. The underlying EPS
measures the Company’s success in delivering long-term profit growth, a key contributor to the Company’s valuation, and was
considered by the Committee to be the most appropriate measure of long-term financial performance. It is also used by the Board
to determine success in executing our strategy and our dividend policy.
Relative TSR helps align management’s and shareholders’ interests, since the Executives will only be rewarded to the extent that the
Company delivers a return to shareholders above that of the median company of comparable size, with full vesting on this measure
requiring top quartile performance.
All incentives are capped, other than for the impact of share price, in order that inappropriate risk-taking is neither encouraged nor
rewarded. For financial targets, a sliding scale is applied, with a very modest amount being payable for threshold levels of performance.
A number of the Company’s non-financial strategic objectives have been incorporated into the annual bonus for Executive Directors
and will be applied on an individual basis for a minority of the overall bonus opportunity.
These objectives will also be measured on a sliding scale of performance where possible.
The Committee will review the continued appropriateness of the annual bonus (and, if applicable, 2022 LTIP) performance conditions
on an annual basis to ensure that they remain aligned to the Company’s strategy. The Committee will make necessary changes to the
weightings of measures and/or introduce new measures which they believe would provide a closer link to the business strategy within
the confines of the policy detailed above. Shareholder dialogue would take place, as appropriate, should there be any material change
of emphasis in relation to current practices.
HOW EMPLOYEES’ PAY IS TAKEN INTO ACCOUNT
Pay and conditions elsewhere in the Group were considered when finalising the current policy for the Executive Directors. In particular,
the Committee is updated on salary increases for the general employee population, Company-wide benefit provisions, level of annual
bonuses and staff participation in long-term incentive schemes, so it is aware of how the total remuneration of the Executive Directors
compares with the average total remuneration of employees generally.
The Committee does not formally or directly consult with employees on Executive pay but does receive periodic updates from the
Group’s People Director. The Committee is also informed of the results of colleague engagement surveys which do not contain any
specific questions related to Executive Director remuneration. The most recent survey continues to show high levels of engagement
with reward continuing to be an important attribute of their job. As previously reported, the Board decided that engagement with the
workforce for the purposes of Principle 5 of the UK Corporate Governance Code, is best achieved through a designated Non-executive
Director who will gather views from the workforce on executive remuneration in 2022. Details of colleague engagement can be found
on pages 36 and 85.
HOW THE EXECUTIVE DIRECTORS’ REMUNERATION POLICY RELATES TO THE GROUP
The remuneration policy described above provides an overview of the structure that operates for the most senior Executives in the
Group, with a significant element of remuneration dependent on Company and individual performance.
A lower aggregate level of incentive payment applies below Executive Director level, driven by market comparatives, internal
relativities and the potential impact of the role. The vast majority of the Group’s employees participate in an annual bonus plan, with
the limits and performance conditions varying according to job grade.
The Committee believes that broad-based employee share ownership provides a key element in retention and motivation in the wider
workforce. Long-term incentives are provided through the Group’s discretionary share schemes to selected Executives and managers.
The Company also offers an HMRC-registered savings-related share option scheme for all UK-based employees with more than three
months’ service, including Executive Directors.
All newly appointed employees, including Executive Directors, are eligible to join a defined contribution pension plan. In other territories,
pension provision varies and can be contributions to state schemes, occupational plans or personal pension arrangements in which the
employing company makes contributions.
DIRECTORS’ REMUNERATION REPORT CONTINUED
104 Domino’s Pizza Group plc
HOW IS RISK MANAGED IN RELATION TO SHORT AND LONG-TERM INCENTIVES?
The Committee believes that the consideration and management of risk is important when formulating and then operating appropriate
remuneration structures (notably the performance criteria) for senior management. The majority of the members of the Committee are
also members of the Audit Committee, whose Chair is also a member of the Remuneration Committee. The Remuneration Committee
has a good understanding of the key risks facing the business and the relevance of these to the remuneration strategy, most particularly
when setting targets for performance-related pay.
In line with the Investment Association’s Guidelines on Responsible Investment Disclosure, the Remuneration Committee ensures that
the incentive structure for Executive Directors and senior management will not raise environmental, social or governance (‘ESG’) risks
by inadvertently motivating irresponsible behaviour and remuneration design can be flexed to address ESG issues when appropriate.
The Committee has due regard to issues of general operational risk when structuring incentives.
The clawback provisions (see page 103) in respect of annual bonuses and long-term share plans also provide the Committee with a
mechanism to recover monies in certain circumstances. Share ownership requirements and the design of the 2012 LTIP and 2022 LTIP
help to ensure that the Executive Directors have a strong personal focus on long-term sustainable performance, heavily driven by the
relative and absolute returns delivered to shareholders.
HOW SHAREHOLDERS’ VIEWS ARE TAKEN INTO ACCOUNT
The Committee considers shareholder feedback received around the AGM and analyses the votes cast on the relevant items of
business. This feedback, plus views received during meetings with institutional shareholders and their representative bodies, is
considered as part of the Company’s annual review of remuneration policy. The Remuneration Committee also consults with its key
shareholders whenever appropriate. A consultation exercise was undertaken during 2019 with shareholders’ views being reflected in
the current policy, which has been in effect since the 2019 AGM. A consultation process was also undertaken during 2021 and early
2022 with shareholders’ views being reflected in the proposed changes to the Policy, which is being put to shareholders for approval at
the 2022 AGM. The Committee values feedback from its shareholders and seeks to maintain a continued open dialogue. Investors who
wish to discuss remuneration issues should contact the Company Secretary.
SERVICE CONTRACTS AND POLICY ON EXIT
The Committee reviews the contractual terms for new Executive Directors to ensure that these reflect best practice.
Service contracts are normally entered into on a rolling basis, with notice periods given by the employing company normally limited
to six months or less. The Committee has discretion to determine a longer notice period (up to 12 months) for new Executive Directors,
which will be reduced to six months by no later than the end of the second year after joining. Should notice be served by either party,
the Executive can continue to receive basic salary, benefits and pension for the duration of their notice period, during which time the
relevant Group company may require the individual to continue to fulfil their current duties or may assign a period of garden leave. An
Executive Director’s service contract may be terminated without notice and without any further payment or compensation, save for
sums accrued up to the date of termination, on the occurrence of certain events of gross misconduct. If the Company terminates the
employment of an Executive Director in breach of contract, compensation is limited to salary due for any unexpired notice period and
any amount assessed by the Committee as representing the value of other contractual benefits which would have been received during
the unexpired notice period.
Notice provisions in the service contract for Dominic Paul, the Chief Executive Officer, requires six months’ notice of termination to be
given by the Company or the Executive. His contract includes payment in lieu of notice provisions as per the policy detailed on page 106.
Payments in lieu of notice are not pensionable. In the event of a change of control of the Group, there is no enhancement to
contractual terms.
In summary, the contractual provisions for any new Executive Directors are as follows:
Provision Detailed terms
Notice period Normally six months or less. Subject to Committee discretion, up to 12 months may be
offered initially but will be reduced to six months no later than the end of the second year
after joining
Maximum termination payment Base salary plus benefits and pension, subject to mitigation for new Directors
Remuneration entitlements A pro rata bonus may also become payable for the period of active service along with vesting
for outstanding share awards (in certain circumstances – see page 106)
In all cases performance targets would apply
Change of control As on termination
Any share-based entitlements granted to an Executive Director under the Company’s LTIP schemes or bonus entitlement under the
annual performance bonus will be determined based on the relevant plan rules.
STRATEGIC REPORT
GOVERNANCEOVERVIEW FINANCIAL STATEMENTS
105Annual Report & Accounts 2021
With regard to the circumstances under which the Executive Directors might leave service, these are described below with a
description of the anticipated payments:
Remuneration element
‘Bad’ leaver
(e.g. resignation and dismiss for cause)
‘Good’ leaver (e.g. death, ill health, retirement, redundancy
and any other reason if the Committee so decides)
Salary in lieu of
notice period
Salary for proportion of
notice period served
Up to a maximum of 100% of salary
Pension and
benefits
Provided for proportion
of notice period served
Up to one year’s worth of pension and benefits (e.g. redundancy)
Possible payment of pension and insured benefits triggered by the leaver
event (this would be governed by the terms of the benefits provided)
Where appropriate, medical coverage may continue for a period post
cessation
Bonus (in year) Immediately forfeited
on the date of cessation
Normally reduced pro rata to reflect proportion of performance period
elapsed (provided performance conditions met), unless the Committee
decides that no reduction (or a smaller reduction) is appropriate in any
particular case
Bonus
(deferred shares)
Immediately lapse on
the date of cessation
Awards shall vest on the normal vesting date, unless the Committee
otherwise determines that the award shall vest on the date of cessation
(or such later date as the Committee specifies), an in either case to such
extent as the Committee determines
Long-term incentive
entitlements (2012
LTIP and 2022 LTIP)
Immediately lapse on
the date of cessation
Will ordinarily vest on the normal vesting date based on performance
tested over the full performance period and time pro rata based on the
period of time after the grant date and ending on the date of cessation,
unless the Committee determines otherwise (i.e. early vesting on
cessation, or such other later date as the Committee specifies, or the
Committee decides time proration is inappropriate in any particular case
and shall increase the number of vested shares)
Other payments None The Committee may pay reasonable outplacement and legal fees where
considered appropriate. The Committee may also pay any statutory
entitlements or settle or compromise claims in connection with a
termination of employment, where considered in the best interests
of the Company.
NON-EXECUTIVE DIRECTOR REMUNERATION
The Non-executive Directors are not employed under service contracts and have contracts for services with a notice period of one
month. Non-executive Directors do not receive compensation for loss of office. Each of the Non-executive Directors is appointed for a
fixed term of three years, renewable for a further three-year term if agreed and subject to annual re-election by shareholders.
The following table shows details of the terms of appointment for the Non-executive Directors:
Appointment date Date most recent term commenced Expected date of expiry of current term
Colin Halpern 15 November 1999 Rolling annual 5 May 2022
Elias Diaz Sese 17 October 2019 17 October 2019 17 October 2022
Ian Bull
1
19 April 2019 19 April 2019 19 April 2022
Usman Nabi
2
11 November 2019 11 November 2019 See note 2
Matt Shattock 16 March 2020 16 March 2020 16 March 2023
Natalia Barsegiyan 16 September 2020 16 September 2020 16 September 2023
Lynn Fordham 16 September 2020 16 September 2020 16 September 2023
Stella David 23 February 2021 23 February 2021 23 February 2024
1. On 1 December 2021, the Company announced that Colin Halpern would step down from the Board at the AGM in 2022.
2. Usman Nabi is an appointee of Browning West LP. His term in office is governed by a relationship agreement between the Company and Browning West, details
of which can be found on the investor relations website https://investors.dominos.co.uk.
DIRECTORS’ REMUNERATION REPORT CONTINUED
106 Domino’s Pizza Group plc
RECRUITMENT AND PROMOTION POLICY
When facilitating an external recruitment or an internal promotion the Committee will apply the following principles:
Remuneration element Policy
Base salary Salary levels will be set based on the experience, knowledge and skills of the individual and in the context of
market rates for equivalent roles in companies of a similar size and complexity. The Committee will also consider
Group relativities when setting base salary levels.
The Committee may set initial base salaries below the perceived market rate with the aim to make multi-year
staged increases to achieve the desired market position over time. Where necessary these increases may be
above those of the wider workforce, but will be subject to continued development in the role.
Benefits and
pension
Will be as provided to current Executive Directors.
The Committee will consider meeting the cost of certain reasonable relocation expenses and legal fees
as necessary.
Annual bonus The annual bonus would be operated in line with that set out in the policy table for current Executive Directors.
For a new joiner, the bonus would be pro-rated for the period of service during the financial year of their appointment.
Due to the timing or nature of the appointment, the Committee may determine it necessary to set different or
modified performance conditions for the first year of appointment.
Long-term
incentives
Participation will be in accordance with the information set out in the policy table.
Awards may be made on or shortly after an appointment, subject to prohibited periods.
Different performance conditions may be set as appropriate.
Any new appointment would be eligible to participate in the all-employee share option arrangements on the
same terms as all other employees.
For internal promotions, existing awards will continue over their original vesting period and remain subject to
their terms as at the date of grant.
Additional
incentives on
appointment
The Committee will assess whether it is necessary to buy-out remuneration which would be forfeited from a
previous employer on termination.
The Committee will, where possible, seek to offer a replacement award taking into account the structure,
quantum, time horizons and relevant performance conditions which would impact on the expected value of the
remuneration to be forfeited.
The Committee will use the existing remuneration plans where possible, although it may be necessary to grant
outside of these schemes using exemptions permitted under the Listing Rules.
EXTERNAL APPOINTMENTS
The Committee recognises that Executive Directors may be invited to become Non-executive Directors in other companies and that
these appointments can enhance their knowledge and experience to the benefit of the Company. Subject to pre-agreed conditions,
and with prior approval of the Board, each Executive Director is permitted to accept one appointment as a Non-executive Director in
another listed company. The Executive Director is permitted to retain any fees paid for such service.
ILLUSTRATION OF REMUNERATION SCENARIOS
The chart below illustrates the total remuneration for the Chief Executive Officer based on the proposed new Policy under four
different scenarios – minimum, target, maximum and maximum with a 50% share price growth.
Remuneration (£000s)
Fixed pay
Annual bonus
LTIP
Assumptions:
Minimum – comprises fixed pay being the value of
2022 base salary, 2021 benefits and a 3% pension
allowance.
Target – minimum plus a bonus payout and LTIP
vesting – out of 50% of the maximum.
Maximum – minimum plus max bonus and max LTIP.
Maximum with 50% share price growth – maximum
with LTIP element being 1.5 times max LTIP.
No account has been taken of any prospective
dividend equivalents to be paid on vested share
awards.
Chief Executive Officer
£3,000
£2,000
£1,000
£500
Minimum Maximum Maximum with 50%
share price growth
Target
0
£3,500
£2,500
£1,500
£4,000
£4,500
£2,113
£3,425
£4,175
£800
19%
27%
54%
23%
33%
44%
38%
27%
35%
100%
STRATEGIC REPORT
GOVERNANCEOVERVIEW FINANCIAL STATEMENTS
107Annual Report & Accounts 2021
IMPLEMENTATION OF REMUNERATION POLICY
ROLE AND MEMBERSHIP
The Committee is responsible for the Chair’s and the Executive Directors’ remuneration and also oversees the remuneration packages
of other senior executives. The remuneration and terms of appointment of the Non-executive Directors are determined by the Board as
a whole.
The Chair and the Chief Executive Officer are consulted on proposals relating to the remuneration of relevant senior executives and,
when appropriate, are invited by the Remuneration Committee to attend meetings but are not present when their own remuneration
is considered. Other Non-executive Directors may also attend meetings by invitation.
The Company Secretary acts as Secretary to the Remuneration Committee.
The role of the Remuneration Committee is set out in its terms of reference, which are reviewed annually and can be found on the
Group’s website, https://investors.dominos.co.uk. The Remuneration Committee normally meets up to four times in each year and
additionally as circumstances dictate.
During the year, the members of the Remuneration Committee and their attendance at the meetings were:
Name Member since Attendance
Stella David (Chair)
1
23 February 2021 3 of 3
Kevin Higgins
1
22 September 2014 3 of 3
Matt Shattock 16 March 2020 4 of 4
Ian Bull 19 April 2019 4 of 4
Elias Diaz Sese 17 October 2019 4 of 4
Natalia Barsegiyan 16 September 2020 4 of 4
Lynn Fordham 16 September 2020 4 of 4
1. Stella David joined the Committee with effect from 23 February 2021 and became Chair of the Committee on 2 August 2021. Kevin Higgins stood down from the
Board on 8 September 2021.
EXTERNAL ADVISER
Advice on executive remuneration and share schemes is received from the executive compensation practice of Alvarez & Marsal
(‘A&M’) who were appointed based on their experience and expertise. A&M is a member of the Remuneration Consultants’ Group
and is a signatory to its Code of Conduct, requiring the advice they provide to be objective and impartial. During the year, A&M did
not provide any other services to the Company except in relation to senior management remuneration matters and therefore the
Committee is comfortable that the advice provided was independent. Fees charged by A&M for advice provided to the Committee
for the relevant periods during the year amounted to £98,617 (excluding VAT) (2020: £46,815) charged predominantly on a time and
materials basis.
WHAT HAS THE REMUNERATION COMMITTEE DONE DURING THE YEAR?
The Remuneration Committee met four times during the year to consider and, where appropriate, approve key remuneration items
including the following:
A) Management of individual remuneration
•
reviewed and approved Executive Directors’ and senior management base salaries and benefits;
•
reviewed year end business performance and performance-linked rewards in order to determine annual bonus pay-outs and vesting
of long-term incentives;
•
approved long-term incentive awards made in 2021 under the 2012 LTIP;
•
approved the performance conditions for the LTIP awards in 2021 and to be made in 2022;
•
considered feedback from shareholders on their reasons for voting against the remuneration report at the AGM in 2021; and
•
reviewed the Directors’ Remuneration Policy and proposed changes to be considered by shareholders at the 2022 AGM.
B) Governance of the remuneration programme
•
monitored guidance from institutional shareholder bodies on executive pay and considered the application of the revised UK
Corporate Governance Code;
•
reviewed and approved the Directors’ remuneration report;
•
received presentations from management on gender pay reporting;
•
received presentations from management on pay and benefits of the wider workforce
•
considered feedback from shareholders on their reasons for voting against the remuneration report at the AGM in 2021; and
•
reviewed the Directors’ Remuneration Policy and proposed changes to be considered by shareholders at the 2022 AGM.
DIRECTORS’ REMUNERATION REPORT CONTINUED
108 Domino’s Pizza Group plc
IMPLEMENTATION OF REMUNERATION POLICY FOR 2022
BASE SALARY
The base salary for the CEO will be increased by 2% to £765,000 per annum with effect from April 2022. This is below the pay increase
applied to the wider workforce which has been set at 3% for 2022.
BENEFITS AND PENSION
Benefits in kind provided for Executive Directors are principally a company car provision or an allowance in lieu of company car, mobile
telephone, life insurance cover and private health cover for Executive Directors and their families. Executive Directors will receive cash
in lieu of pension allowance of 3% of base salary.
ANNUAL PERFORMANCE BONUS (‘APB’)
The maximum bonus opportunity for the CEO and CFO for 2022 will be 150% and 125% of salary, respectively.
The APB provides a focus on the delivery of the stretching targets that are set by the Committee following consideration of the
Company’s annual operating plan by the Board each year and there is a threshold level of performance below which no award is paid.
The performance conditions for the APB for the 2022 financial year will be based both on achieving and exceeding the Group’s
underlying PBT growth targets set by the Board (65% of bonus for the CEO and CFO) and on achieving individual business objectives
(35% of bonus for the CEO and CFO) which support the business plan. Included within the 35% of bonus attributed to business
objectives, 10% is allocated to ESG/sustainability targets.
The underlying PBT measure is based on internally set targets and pays out 20% at threshold (95% of target) rising on a pro-rata basis
to 50% pay-out at target with full payment only due if we achieve 110% of target.
For 2022, strategic objectives will be set by the Committee linked to the Company’s strategic goals. Where appropriate, individual
objectives are also set on a sliding scale based around a target.
The Committee considers that the performance targets in relation to the APB are commercially sensitive and therefore will not be
disclosed on a prospective basis, but intends that the targets and outcomes are disclosed in the Directors’ remuneration report once
they are no longer considered sensitive, as has been its practice in recent years.
Two-thirds of any bonus payments will be made in cash, with the remaining third deferred into Company shares which will vest after
three years, during which time they remain subject to risk of forfeiture.
LONG TERM INCENTIVE PLAN (‘LTIP’)
The resolution with UK franchisees announced in December 2021 was a pivotal development for the Company. It is consistent with the
Company’s growth strategy and includes the Company committing to strategic investments in the short-term to enhance the growth
potential of the system to the benefit of all stakeholders. The Committee has considered how the resolution should be reflected in
Long-term Incentive Plans so that the performance conditions strike a balance between ensuring that they are robust and challenging
while they are seen by management as being realistic and incentivising. Our aim is to set targets that are directly related to strategy
and align management and shareholders’ interests.
In recent years, the Committee set targets for the EPS part of the LTIP by setting a simple threshold and maximum absolute growth in
EPS to be achieved over the three-year performance period with 25% of the EPS part vesting for threshold growth and 100% vesting
for maximum growth. Reflecting on the impact on EPS over the next three years of a) strategic investments flowing from the franchisee
resolution and b) EPS over the performance period absorbing the rate of corporation tax rising from 19% to 25% in 2023, it became
clear to the Committee that the previous relatively simplistic approach was no longer appropriate. For the periods covered by the 2021
award and the 2022 award (not yet granted), the Company has set itself a demanding plan even though this is not expected to generate
substantial growth in EPS over this period with the growth expected over the following years.
For awards made in 2021 and 2022, the Committee has set specific EPS targets linked to the strategy with a vesting threshold set at
97.5% of target and stretch at 115% of target. Details of the LTIP performance conditions for the awards made in 2021 are set out on
page 115.
It is intended that the CEO will receive an LTIP award in 2022 with a face value of 200% of base salary. Awards will vest after three
years, subject to two independent performance metrics.
70%: EPS growth
EPS Targets (pence per share
for the 2024 financial year) Vesting (% of EPS part of award)
Threshold 23.2 10%
Target 23.8 50%
Stretch 27.4 100%
Straight-line vesting in between the performance points above.
STRATEGIC REPORT
GOVERNANCEOVERVIEW FINANCIAL STATEMENTS
109Annual Report & Accounts 2021
30%: Relative TSR performance
The remaining 30% of the award will vest in accordance with the following vesting schedule based on the Company’s TSR performance
against the constituents of the FTSE 250 Index, excluding investment trusts, over three financial years.
Ranking of the Company’s TSR
Vesting
(% of TSR part of award)
Below median 0%
Median 15%
Upper quartile or higher 100%
Straight-line vesting in between the performance points above.
NON-EXECUTIVE DIRECTORS’ FEES
Non-executive Directors’ fees are reviewed biennially and were last increased with effect from January 2020, or the date of
appointment if later.
The fee structure for the Chair and other Non-executive Directors for 2022 is as follows:
•
Chair – £480,000
•
Non-executive Director base fee – £65,000
•
Audit Committee Chair fee – £15,000
•
Remuneration Committee Chair fee – £15,000
•
Nomination & Governance Committee Chair fee (Committee established on 30 November 2021) – £ nil
•
Sustainability Committee Chair fee – £12,000
•
Senior Independent Director fee – £15,000
•
Workforce nominated NED fee – £10,000 (previously £nil)
Non-executive Directors’ fees reflect the level of experience and time commitment required for their roles.
STATEMENT OF SHAREHOLDER VOTING AT AGM
The voting results for the last vote on the Directors’ remuneration policy (at the 2019 AGM) and the Annual Report on Remuneration
(at the 2021 AGM) were as follows:
Annual report on remuneration (2021 AGM) Remuneration policy (2019 AGM)
Total number of votes % of votes cast Total number of votes % of votes cast
For 240,486,741 65.05% 340,933,388 92.85%
Against 129,216,222 34.95% 26,251,715 7.15%
Total votes cast (for and against) 369,702,963 100% 367,185,103 100%
Votes withheld
1
46,077 — 11,276,051 —
Total votes cast (including withheld votes) 369,749,040 — 378,461,154 —
1. A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes cast ‘For’ and ‘Against’ a resolution.
DIRECTORS’ REMUNERATION REPORT CONTINUED
110 Domino’s Pizza Group plc
AUDITED INFORMATION
The information presented from this section up until the unaudited information heading on page 116 represents the audited section of
this report.
SINGLE TOTAL REMUNERATION FIGURE FOR EACH DIRECTOR
52 weeks ended 26 December 2021
£000 Salary
Benefits
15
and
supplements Bonus LTIP Vesting Pension
Total
Remuneration
in 2021 Total fixed
Total
variable
Executives
Dominic Paul 750 14 639 – 37 1,440 801 639
Former Executives
Neil Smith
2
397 11 – – 20 428 428 –
David Wild – – – 138 – 138 – 138
David Bauernfiend – – – 36 – 36 – 36
Non-executives
Matt Shattock 480 – – – – 480 480 –
Colin Halpern
6
140 31 – – – 171 171 –
Stella David
14
62 – – – – 62 62 –
Kevin Higgins
9
54 – – – – 54 54 –
Elias Diaz Sese 65 – – – – 65 65 –
Ian Bull 94 – – – – 94 94 –
Usman Nabi
11
– – – – – – – –
Natalia Barsegiyan 65 – – – – 65 65 –
Lynn Fordham 66 – – – – 66 66 –
Total 2,173 56 639 174 57 3,099 2,286 813
Please see notes on page 112.
52 weeks ended 27 December 2020
£000 Salary
Benefits
15
and
supplements Bonus LTIP Vesting Pension
Total
Remuneration
in 2020
Total
fixed
Total
variable
Executives
Dominic Paul
1
493 10 553 — 25 1,081 528 553
Neil Smith
2
121 3 123 — 6 253 130 123
Former Executives
David Wild
3
179 5 211 37 18 450 202 248
David Bauernfeind
4
— — — 57 — 57 — 57
Non-executives
Matt Shattock
5
382 — — — — 382 382 —
Colin Halpern
6
140 31 — — — 171 171 —
Helen Keays
7
24 — — — — 24 24 —
Ebbe Jacobsen
8
4 — — — — 4 4 —
Kevin Higgins 80 — — — — 80 80 —
Elias Diaz Sese 65 — — — — 65 65 —
Ian Bull
10
124 — — — — 124 124 —
Usman Nabi
11
— — — — — — — —
Natalia Barsegiyan
12
18 — — — — 18 18 —
Lynn Fordham
12
18 — — — — 18 18 —
Total 1,648 49 887 94 49 2,727 1,746 981
Please see notes on page 112.
STRATEGIC REPORT
GOVERNANCEOVERVIEW FINANCIAL STATEMENTS
111Annual Report & Accounts 2021
1. Dominic Paul joined the Company as Chief Executive (Designate) on 6 April 2020 and joined the Board on 1 May 2020 as the CEO. The numbers in the table relate
to the period he worked as a Board Director during 2020.
2. Neil Smith joined the Company as the Interim CFO on 15 April 2020. He subsequently became permanent CFO on 1 September 2020 and joined the Board on
16 September 2020. The numbers in the table for the year ended 27 December 2020 relate to the period he worked as a Board Director during 2020. Neil Smith
resigned form the Board with effect from 26 November 2021.
3. Salary, benefits, pension and bonus are stated for the period to 1 May 2020 when David Wild ceased to be a Director. An additional 4,070 shares vested on
30June 2020 from Tranche 1 of the 2016 LTIP award granted to David Wild on 22 April 2016. The vested value of these shares was £12,625 using the mid-market
share price on the vesting date of 310.2p. Of this figure £12,625 relates to the underlying award and £nil to share price growth. The additional vested shares from
Tranche 1 attracted a dividend equivalent award of £1,689. 6,306 shares vested on 27 December 2020 from Tranche 3 of the 2016 LTIP award granted to David
Wild on 22 April 2016. The vested value of these shares was £20,722 using the mid-market share price on the 24 December 2020 of 328.6p. Of this figure £19,675
relates to the underlying award and £1,047 to share price growth. The vested shares from Tranche 3 attracted a dividend equivalent award of £2,410.
4. Following David Bauernfeind’s tragic death on 26 December 2019, the Committee determined, in accordance with the rules of the long-term incentive plan, to
pro-rata his outstanding share award from the date of grant to 26 December 2019. David Bauernfeind received an award under the 2012 LTIP on 25 October 2018
which vested on 25 October 2021. The performance conditions applying to the 2018 LTIP award were partially met (details are set out on page 120 of the 2020
Annual Report). The value of the vested element of the 2018 LTIP award was £57,468 using the mid-market share price on the vesting date of 379.6 p. Of this
figure £38,771 relates to the underlying award and £18,697 to share price growth. David Bauernfeind also received an award under the 2012 LTIP on 5 September
2019. The performance conditions applying to the 2019 LTIP award were partially met (details are set out on page 114 of this report). The value of the vested
element of the 2019 award is estimated to be £35,584 using the three-month average share price to 24 December 2021 of 384.2 p. Of this figure £22,090 relates
to the underlying award and £13,494 to share price growth.
5. Matt Shattock was appointed to the Board on 16 March 2020.
6. Colin Halpern is not remunerated by the Company and for the 2021 financial year a management fee of £140,000 (2020: £140,000) was paid to HS Real Company
LLC in respect of his services. A further benefit of £31,000 (2021: £31,000) relating to life insurance premiums was also paid to HS Real Company LLC during
the year.
7. Helen Keays stood down from the Board in June 2020.
8. Ebbe Jacobsen stood down from the Board in January 2020.
9. Kevin Higgins stood down from the Board on 8 September 2021.
10. In 2020 Ian Bull was paid a Director’s fee of £230,000 per annum on a pro-rata basis during the period he acted as Interim Chair.
11. Usman Nabi waived his fees in accordance with the terms of his appointment letter.
12. Natalia Barsegiyan and Lynn Fordham were appointed to the Board in September 2020.
13. Of the 2016 LTIP award granted to David Wild on 22 April 2016: From Tranche 1, an additional 11,850 shares vested in June 2021 and an additional 4,441 shares
vested in December 2021; From Tranche 3, an additional 12,701 shares vested in June 2021 and an additional 3,144 shares vested in December 2021. The vested
value of these shares was £129,753 using the mid-market share price on 30 June 2021 of 388.6p and 30 December 2021 of 465.2p for Tranche 1; and the mid-market
share price on 25 June 2021 of 383.4p and 24 December 2021 of 456.4p for Tranche 3. Of the vested value of these shares £100,264 relates to the underlying
award and £29,489 to share price growth. The vested shares from Tranche 1 and Tranche 3 attracted a dividend equivalent award of £7,767 during the year.
14. Stella David joined the Board on 23 February 2021.
15. The value of benefits relates primarily to the provision of a company car allowance and, if applicable, health cover. Where relevant, they also include the fair value
of share awards made under the Savings Related Share Option Plan.
DEFINED CONTRIBUTION PENSIONS
Executive Directors receive pension contributions to a personal pension fund or in cash. In the year ended 26 December 2021,
Dominic Paul and Neil Smith each received a pension allowance of 5% of salary which totalled £36,923 and £19,639, respectively.
DETAILS OF VARIABLE PAY EARNED IN THE YEAR
Annual bonus plan
The incentive for the financial year ended 26 December 2021 was in the form of a bonus based on performance against a combination
of financial targets (Group underlying PBT), and non-financial targets, incentivising a number of the Company’s strategic priorities.
Dominic Paul (‘CEO’) had a bonus opportunity of 150% of salary for the 2021 financial year. Of this opportunity, 70% was linked to
Group underlying PBT and operated on a banded basis, commencing at 20% for threshold levels of profit performance, 50% of bonus
at target, with the full 100% only payable at stretch performance levels, being materially in excess of budget.
Assessment of financial metrics
Performance hurdle
Targets set for year
(underlying PBT) Actual performance achieved Resulting bonus out-turn
Growth in underlying profit before tax of
between 95% of target (20% pay-out) and
110% or more (full pay-out). Graduated scale
operates between performance points
Threshold: £106.3m
Target: £111.9m
Maximum: £123.1m
Actual adjusted
1
underlying
PBT was £112.0m
50.45% of maximum
financial element
1. The profit before tax of £112.0m used in the calculation is the reported underlying profit before tax from continuing operations of £113.9, less the fair value gain of
£2.1m relating to the Shorecal Ltd investment plus the impact of IFRS 16 of £0.2m, which were not included in the original bonus targets.
DIRECTORS’ REMUNERATION REPORT CONTINUED
112 Domino’s Pizza Group plc
Assessment of non-financial targets
Dominic Paul
Criteria Weighting Key metrics/targets Performance commentary Year-end assessment
Order Count 10%
•
Deliver budgeted order count
target of 3% for 2021
Overall rating: Achieved
•
Order count increased by 5% which
is in excess
10%
Strategic Plan 10%
•
Open 30 new stores in 2021 and
pipeline of 40 stores for 2022
•
Average delivery time less than
25 minutes
•
Carry-out acceleration plan in
place and in-car collection rolled
out to 450 stores
•
Improve overall brand awareness
to 85% and brand consideration
to 58%
Overall rating: Partially achieved
•
Franchisee Resolution successfully
announced 16 December 2021
•
31 new stores opened in 2021 (Achieved)
•
Carry-out acceleration plan in place, with
dedicated resource and defined target
customer and media plan developed.
In-car store collection was rolled-out to
422 stores
•
Brand awareness at 81% versus target,
was not achieved. Brand consideration
at 54% versus target, was not achieved
6%
Our People 5%
•
Roll out new strategy centred
on purpose, mission and values
throughout the organisation
•
Achieve employee engagement
of 80% (77% in 2019)
•
Launch Diversity & Inclusion
strategy
Overall rating: Partially achieved
•
The new strategy, purpose, mission
and values and People Plan have been
extensively communicated throughout
organisation and built into appraisals,
reviews and recruitment process
•
Employee engagement result was 68%.
Not achieved
•
The launch of a Diversity & Inclusion
strategy was partially achieved, with
targets set, sponsorship established
within senior management and gender
balanced shortlists introduced
2.5%
Digital & IT 5%
•
Lead the development of
advancement of the digital
and IT agenda, specifically:
•
Ensure stability and security of IT
systems – achieve 99.9% or better
•
IT security plan signed
off by Audit Committee
•
New platform and data
commercialisation strategies
agreed by the Board with
clear costs and benefits
•
Consumer digital KPI targets
1. Online penetration of 90%
or higher
2. Successful launch of new app
with deal wizard and group-
ordering functionality. Success
measured by app penetration of
47% or higher/2.5m active users
Overall rating: Partially achieved
•
IT system stability was maintained at
99.99%
•
An IT security plan was approved by the
Audit Committee during the year
•
Outline details of new eCommerce
platform agreed with the Board. Data
commercialisation strategy yet to
be agreed
•
Online penetration was 91.9% for
the year
•
Award Winning new App launched May
2021 with deal wizard and group ordering
functionality. App penetration of 47.1%
was achieved, with 2.5m active users
(up 18% versus 2020)
3%
Total 30% 21.5%
Annual bonus plan – summary
Financial
target bonus
Non-financial
objective bonus Total 2021
Percentage of
maximum bonus
Dominic Paul £397,270 £241,875 £639,145 56.81%
In line with the policy, two-thirds of the bonus will be payable in cash and one-third will be deferred into shares that vest after three years.
STRATEGIC REPORT
GOVERNANCEOVERVIEW FINANCIAL STATEMENTS
113Annual Report & Accounts 2021
2012 LTIP
David Bauernfeind received an award under the 2012 LTIP on 5 September 2019. Following Mr Bauernfeind’s tragic death on
26December 2019 the Committee determined, in accordance with the LTIP rules, to pro-rata his outstanding share award from the
date of grant to 26 December 2019. The award, which will vest on 5 September 2022, was based on performance over the three-year
period ending on 26 December 2021 as follows:
70%: EPS performance
70% of the award vests subject to growth in the Company’s adjusted EPS on the following basis:
Metric
Actual
performance
EPS performance
condition Maximum
% of
award vesting
Three-year adjusted earnings per share (‘EPS’) 27.04% grow th 20% growth
(10% vesting)
50% growth
(100% vesting)
31.12%
Straight-line vesting occurs in between these points.
30%: TSR performance
The remaining 30% of the award vests based on the following vesting schedule based on the Company’s TSR performance measures
against the constituents of the FTSE 250 Index (excluding investment trusts) over three financial years:
Metric Actual
1
performance Threshold Maximum % of award vesting
Ranking of the Company’s TSR 44 of 162 Median
(15% vesting)
Upper quartile
1
(100% vesting)
93.7%
1. Median ranking was 81.5 and upper quartile ranking was 41.
Straight-line vesting occurs in between these points.
Based on the vesting criteria noted above, 9,262 shares will vest from the 2019 LTIP award granted to David Bauernfeind. The value
of the vested shares is £35,585. For reporting purposes the awards were valued using the three-month average share price to
24December 2021 of 384.2p.
2016 LTIP
David Wild was granted an award under the 2016 LTIP on 22 April 2016, comprising three separate tranches of 534,000 shares each.
Provisional vesting of share awards over the performance period for each tranche was dependent on achieving earnings per share
targets and relative TSR targets. An underpin mechanism applies which only permits the release of the provisionally vested awards
if TSR has increased in absolute terms, with awards released on a proportionate basis (e.g. if TSR has increased by 20%, 20% of the
vested awards will be released). As at 27 December 2020: of Tranche 1, 54,557 shares had provisionally vested of which 10.94% had
actually vested; of Tranche 3, 58,773 shares had provisionally vested of which 10.73% had actually vested. Absolute TSR for Tranche 1
and Tranche 3 was re-assessed in June 2021 and December 2021. Absolute TSR for Tranche 1 was 33.15% at 30 June 2021 and 41.29% at
30 December 2021. Absolute TSR for Tranche 3 was 32.34% at 27 June 2021 and 37.69% at 27 December 2021. As a result, an additional
16,291 shares have vested from Tranche 1 and an additional 15,845 shares from Tranche 3.
Share awards granted during the year
LTIP awards
Details of the grant made under the 2012 LTIP on 9 September 2021 to Dominic Paul are summarised below:
Executive Date of grant Type of award
Number
of awards
granted
Face value
of award
1
Face value
of award
(as a % of salary)
Vesting %
at threshold
Performance
period
Performance
conditions
Dominic
Paul
9 September
2021
Conditional
award of shares
368,912 £1,500,000 200% 10–15% Three financial
years from 2021
to 2023
70%: EPS Growth
30%: relative TSR
1. Based on the average of the mid-market price of the Company’s shares on 8 September 2021 being 406.6p.
DIRECTORS’ REMUNERATION REPORT CONTINUED
114 Domino’s Pizza Group plc
The awards are subject to the following performance conditions:
70%: EPS growth
EPS targets (pence per share
for the 2023 financial year) Vesting (% of EPS part of award)
Threshold 19.5 10%
Target 20.0 50%
Stretch 23.0 100%
Straight-line vesting in between the performance points above.
30%: relative TSR performance
The remaining 30% of the award will vest in accordance with the following vesting schedule based on the Company’s TSR performance
against the constituents of the FTSE 250 Index, excluding investment trusts, over three financial years.
Ranking of the Company’s TSR Vesting (% of TSR part of award)
1
Below median 0%
Median 15%
Upper quartile or higher 100%
1. Straight-line vesting in between the performance points above.
In choosing underlying EPS and TSR as the metrics, the Committee has sought to provide a balance between incentivising delivery
against our key measure of success in delivering profitable growth (underlying EPS) and aligning the Executive Directors and senior
management with shareholders through a TSR measure.
AWARDS HELD IN THE YEAR
Details of options and conditional awards over shares held by Directors, and their connected persons, who served during the year are
as follows:
Plan
Outstanding
shares at
27 December
2020
Granted/
awarded
in 2020
(number)
Exercised/
vested
(number)
Lapsed
(number)
Outstanding
shares at
26 December
2021
Exercise price
(pence) Date of grant
Date from which
exercisable/
capable of
vesting
Dominic Paul
2020 LTIP 434,191 — — — 434,191 n/a 09/09/2020 09/09/2023
2021 LTIP — 368,912 — — 368,912 n/a 09/09/2021 09/09/2024
Neil Smith
2020 LTIP 186,702 — — 186,702 — n/a 09/09/2020 n/a
Vesting of LTIP awards is subject to the achievement of performance conditions and the rules of the relevant plans. DSBP and
Sharesave awards vest subject to continued employment only.
DIRECTORS’ SHAREHOLDINGS
To reinforce the linkage between senior Executives and shareholders, the Company has adopted a shareholding policy that applies
to Executive Directors under its long-term incentive arrangements. The Executive Directors are required to retain sufficient shares
from the vesting of awards to build up and retain a personal shareholding worth an equivalent of a minimum of 200% of base salary.
It is expected that the required shareholding will be built up over a maximum of five years. The Committee has discretion to waive the
shareholding requirement in exceptional circumstances. Once attained, a subsequent fall below the required level may be taken into
account by the Committee when determining the grant of future awards.
The Committee has decided that vested but unexercised LTIP awards and awards made under the DSBP shall count (assuming the sale
of sufficient shares to fund the employee’s tax and NI obligations) towards this target.
STRATEGIC REPORT
GOVERNANCEOVERVIEW FINANCIAL STATEMENTS
115Annual Report & Accounts 2021
Executive Directors
Legally-owned
shares at
26 December 2021
(or earlier date
of cessation)
Legally-owned
shares at
27 December 2020
(or earlier date
of cessation)
Conditional shares
subject to performance
conditions (2012 LTIP
and 2016 LTIP)
Share options not or
no longer subject to
performance conditions
(2012 LTIP/DSBP/
Sharesave)
Market value of
shareholding as
a % of salary
1
Dominic Paul 78,000 64,000 803,103 55,901 65.5%
Neil Smith — — — — 0%
Non-executive Directors
Matt Shattock 500,000 500,000 — — n/a
Colin Halpern
2
1,673,700 1,673,700 — — n/a
Ian Bull 62,000 60,000 — — n/a
Stella David 30,003 — — — n/a
Usman Nabi
3
44,737,059 44,737,059 — — n/a
Elias Diaz Sese 691,000 691,000 — — n/a
Natalia Barsegiyan 20,000 20,000 — — n/a
Lynn Fordham 60,000 60,000 — — n/a
1. Based on a share price of 456.4p prevailing at the end of the financial year, and the number of shares in which the Director has a beneficial interest and calculated
on the annual salary for the year. Shares held in the Deferred Share Bonus Plan are accounted for net of tax and national insurance contributions.
2. 1,673,700 Ordinary shares (2019: 1,673,700) are held by HS Real LLC. HS Real LLC is owned by a discretionary trust, the beneficiaries of which are the adult
children of Colin and Gail Halpern.
3. Usman Nabi is deemed to be interested in shares held by the Browning West Group LP.
There were no changes in the Directors’ shareholdings between 26 December 2021 and 7 March 2022.
UNAUDITED INFORMATION
DILUTION LIMITS
The Company operates within best practice guidelines published by the Investment Association. These broadly provide that where
new issue shares are used to satisfy awards made under employee share schemes, the aggregate number of shares placed under
award (disregarding any awards which have lapsed) across all such schemes operated by the Company should not exceed 10% of the
Company’s issued share capital in any ten-year rolling period. The Company currently satisfies vesting share awards by using market
purchased shares and there is no current intention to issue shares to satisfy future awards. The proposed 2022 Long-term Incentive
Plan, which is being submitted for shareholder approval at the AGM on 5 May 2022, provides that discretionary shares awards shall
not exceed 5% of issued share capital over a ten-year period.
CEO REMUNERATION
Year ended Chief Executive Officer Total remuneration £000 Annual bonus (% of max) LTIP vesting (% of max)
26 December 2021 Dominic Paul 1,440 56.81% –
27 December 2020
1
Dominic Paul 1,081 73.4% –
27 December 2020
1
David Wild 450 80.1% 11.55%
29 December 2019 David Wild 694 0% –
30 December 2018 David Wild 699 0% 10.21%
4
31 December 2017 David Wild 1,394 50.91% 90.95%
25 December 2016
2
David Wild 4,482 81% 100%
27 December 2015 David Wild 1,243 87.5% –
28 December 2014 David Wild 864 58.6% –
29 December 2013
3
Lance Batchelor 532 0% –
30 December 2012 Lance Batchelor 852 50% –
1. David Wild was the CEO for the first four months of 2020 and was succeeded by Dominic Paul on 1 May 2020.
2. The first LTIP awards granted to David Wild that become capable of vesting based on performance ending in FY16 were in 2014 and these have been included in
the above table.
3. Lance Batchelor resigned as CEO on 16 March 2014. David Wild assumed the position of Interim CEO on 31 January 2014 and his appointment as the Group’s CEO
was formally confirmed on 30 April 2014. For comparative purposes the total remuneration shown for the year ended 28 December 2014 includes remuneration
received in both roles.
4. LTIP vesting for David Wild for the years ending 30 December 2018 and 27 December 2020 represent the percentage of provisionally vested shares. The number
of shares that will actually vest is determined by achievement of an absolute TSR underpin.
DIRECTORS’ REMUNERATION REPORT CONTINUED
116 Domino’s Pizza Group plc
CEO PAY RATIO
In the UK and Ireland, we are the clear number-one pizza delivery business; delivering pizzas to customers through our stores, which
are almost entirely operated through our franchisee partners (90%). Our UK and Ireland workforce is made up of our 592 colleagues
in our SCCs, where we manufacture dough and act as a scale and expert wholesaler of other food and non-food supplies to our
franchisees; our 327 colleagues in our support office functions and 987 customer-facing colleagues in 35 wholly-owned stores.
We apply the same reward principles for all – that overall remuneration should be competitive when compared to similar roles in other
companies from where we recruit. For customer-facing roles we benchmark with other quick service retailers and the wider retail
market, and for colleagues in our SCCs and support office we benchmark against the applicable market for that role. For our CEO, we
benchmark against other FTSE 250 companies, taking into account their size, business complexity, scope and relative performance.
Employee involvement in the Group’s performance is encouraged, with colleagues participating in discretionary bonus schemes
relevant for their role; a Save-As-You-Earn Scheme is in operation for all UK-based employees with more than three months’ service
and long-term incentives are provided through the Group’s discretionary share schemes to selected Executives and managers.
Given our workforce profile, all three of the CEO pay ratio reference points compare our CEO’s remuneration with that of colleagues
in either store or SCC roles. Additionally, we know that year-to-year movements in the pay ratio will be driven largely by our CEO’s
variable pay outcomes. These movements will significantly outweigh any other changes in pay within the Company. Whatever the
CEO pay ratio, we will continue to invest in competitive pay for all colleagues. The Committee believes that the median pay ratio is
consistent with the Group’s pay philosophy and progression policies.
We have chosen to use Option C to calculate the CEO Pay Ratio. This utilises data required for the Gender Pay Gap reporting, which
has been extended to include all UK colleagues in all our wholly-owned stores; with colleagues at the three quartiles identified from this
work and their respective single figure values calculated. This methodology was chosen given the complexity of obtaining information
from multiple payrolls and with the variation in working hours and pay and benefit rules. We have used additional pay data and
calculation methodologies to minimise the differences in pay definitions between the CEO single total remuneration figure and gender
pay reporting data, and agreed these with Alvarez & Marsal, who have been assisting with this work. To ensure the data accurately
reflects individuals at the relevant quartiles, we have checked the colleagues immediately above and below.
The total pay and benefits of UK colleagues at the 25th, 50th and 75th percentile and the ratios between the CEO and these colleagues,
using the CEO’s single figure remuneration for 2021 of £1,440,626, are as follows:
Year Method 25th percentile pay ratio 50th percentile pay ratio 75th percentile pay ratio
2021 Option C 80:1 44:1 26:1
2020 Option C 72:1 42:1 28:1
2019 Option C 43:1 23:1 15:1
25th percentile pay ratio 50th percentile pay ratio 75th percentile pay ratio
Total pay and benefits (FTE) £17,913 £32,657 £55,456
Total salary (FTE) £17,573 £30,117 £49,970
TOTAL SHAREHOLDER RETURN
The graph on page 118 illustrates the Company’s TSR performance over the 10 financial years to 26 December 2021, plotted against the
TSR performance of the FTSE 250 Index (excluding investment trusts) over the same period.
TSR reflects movements in the share price, adjusted for capital events and assuming all dividends are reinvested on the ex-dividend
date. The FTSE 250 Index (excluding investment trusts) has been selected for this comparison because i) this is the index in which the
Company’s shares have been quoted since admission to the Official List and ii) it forms the comparator group for the TSR performance
condition used in the Group’s 2012 LTIP and 2016 LTIP.
STRATEGIC REPORT
GOVERNANCEOVERVIEW FINANCIAL STATEMENTS
117Annual Report & Accounts 2021
PERCENTAGE CHANGE IN THE REMUNERATION OF THE BOARD DIRECTORS
2020/2021 2019/2020
Salary/fees Taxable benefits Annual bonus Salary/fees Taxable benefits Annual bonus
Executive Directors
Dominic Paul 0% 0% (22.6%) n/a n/a n/a
Neil Smith 0% 0% (100%) n/a n/a n/a
Non-executive Directors
Matt Shattock 0% n/a n/a n/a n/a n/a
Colin Halpern 0% n/a n/a 0% 0% n/a
Natalia Barsegiyan 1.5% n/a n/a n/a n/a n/a
Ian Bull
2
(24.2%) n/a n/a 45.8% n/a n/a
Lynn Fordham 1.5% n/a n/a n/a n/a n/a
Kevin Higgins (7.8%) n/a n/a 33.3% n/a n/a
Elias Diaz Sese 0% n/a n/a 30% n/a n/a
Usman Nabi n/a n/a n/a n/a n/a n/a
Group employees average 5.9% (1.6%) 4.9% 6.1% 4.1% 119.7%
1. Salaries, fees, taxable benefits and bonus payments have been annualised where Directors have joined or left the Board in any relevant reporting period.
2. During 2020, Ian Bull received additional fees for acting as Interim Chair until 16 March 2020.
3. Usman Nabi does not receive a Director’s fee.
4. Group employees excludes employees of the International businesses classified as discontinued.
The table above shows the percentage change in salary, benefits and annual bonus for each of the Board Directors who worked part
or all of both 2020 and 2021. These are compared with the equivalent year-on-year changes averaged across Group employees and
expressed on a per capita basis. Group employees consists of the continuing UK and Ireland business, and excludes the discontinued
international operations in order to assist comparability.
RELATIVE IMPORTANCE OF SPEND ON PAY
2021 2020 % change
Staff costs (£m) 69.1 60.6 14%
of which Directors’ pay (£m) 2.9 2.7 7%
Dividends and share buybacks (£m) 136.0 25.6 431%
Underlying PBT (£m) 113.9 101.2 13%
Underlying PBT was chosen as a comparator as it reflects the profit generated by the Group’s continuing operations, virtually the whole
of which leads to cash generation. This therefore creates the opportunity for the Board to reinvest in the Group’s business, or make
distributions to shareholders, or both. It is the same comparator as used in prior years’ remuneration reports.
On behalf of the Board
Stella David
Chair of the Remuneration Committee
7 March 2022
DIRECTORS’ REMUNERATION REPORT CONTINUED
December
2020
December
2021
December
2011
December
2012
December
2013
December
2014
December
2015
December
2016
December
2017
December
2018
December
2019
This graph shows the value, by 26 December 2021, of £100 invested in Domino’s Pizza Group plc on 25 December 2011, compared with the value of £100
invested in the FTSE 250 (excl. investment trusts) Index on the same date. The other points plotted are the values at intervening financial year ends.
Domino’s Pizza Group plc
FTSE 250 (excl. investment trusts)
450
300
350
400
250
150
50
Value (£) (rebased)
200
100
0
118 Domino’s Pizza Group plc
DIRECTORS’ REPORT
The Company has chosen in accordance with section 414C(11) of the Companies Act 2006 to include the disclosure of likely future
developments in the strategic report (on pages 08 to 69), which includes the following:
•
Chief Executive Officer’s review pages 8 to 13
•
Purpose, vision and values on pages 14 to 15
•
Business model on pages 16 to 17
•
Strategy on pages 18 to 29
•
Market context pages 30 to 31
•
Key performance indicators pages 32 and 33
•
Section 172 statement on page 34
•
Description of how we engage with our stakeholders and workforce pages 36 to 37
•
Sustainability report pages 38 to 51
•
Financial review pages 52 to 57
•
Risk management, principal risks and uncertainties and viability statement pages 58 to 69
Together, this information is intended to provide a fair, balanced and understandable analysis of the development and performance of
the Group’s business during the year, and its position at the end of the year, its strategy, likely developments and any principal risks and
uncertainties associated with the Group’s business.
The sections of the Annual Report dealing with corporate governance, the reports of the Nomination & Governance Committee and
Audit Committee and the Directors’ remuneration report set out on pages 72 to 118 inclusive are hereby incorporated by reference into
this Directors’ report.
For the purposes of compliance with DTR 4.1.5R(2) and DTR 4.1.8R, the required content of the management report can be found in the
strategic report and Directors’ report including the sections of the Annual Report and Accounts incorporated by reference.
GROUP RESULTS
The Group profit for the period after taxation was £78.3m (2020: £39.7m). This is after a taxation charge of £19.0m (2020: £16.7m) and
loss from discontinued operations of £12.4m (2020: £42.5m). The financial statements setting out the results of the Group for the 52
weeks ended 26 December 2021 are shown on pages 126 to 199.
DIVIDENDS
The Directors recommend the payment of a final dividend of 6.8p per Ordinary share, to be paid on 10 May 2022 to members on the
register at the close of business on 8 April 2022 (ex-dividend date 7 April 2022), subject to shareholder approval. The total dividend in
respect of the period will be 9.8p compared with 9.1p for the previous year, an increase of 7.7%.
SHARE CAPITAL
As at 26 December 2021, there were 448,023,791 Ordinary shares in issue. All issued Ordinary shares are fully paid-up. The Ordinary
shares are listed on the London Stock Exchange and can be held in certificated or uncertificated form.
Holders of Ordinary shares are entitled to attend and speak at general meetings of the Company, to appoint one or more proxies and,
if they are corporations, corporate representatives who are entitled to attend general meetings and to exercise voting rights.
On a show of hands at a general meeting of the Company, every holder of Ordinary shares present in person or by proxy and entitled
to vote, shall have one vote, unless the proxy is appointed by more than one shareholder and has been instructed by one or more
shareholders to vote for the resolution and by one or more shareholders to vote against the resolution, in which case the proxy has one
vote for and one vote against. This reflects the position in the Shareholders’ Rights Regulations 2009 which amended the Companies
Act 2006. On a poll, every member present in person or by proxy and entitled to vote shall have one vote for every Ordinary share held.
None of the Ordinary shares carry any special voting rights with regard to control of the Company. The Articles specify deadlines for
exercising voting rights and appointing a proxy or proxies to vote in relation to resolutions to be passed at the AGM. The relevant proxy
votes are counted and the number for, against or withheld in relation to each resolution are announced at the AGM and published on
the Company’s website after the meeting.
There are no restrictions on the transfer of Ordinary shares in the Company other than certain restrictions that may be imposed from
time to time by the Articles, law or regulation and pursuant to the Listing Rules whereby certain Directors, officers and employees
require approval to deal in Ordinary shares of the Company. The Group is not aware of any agreements between holders of securities
that may result in restrictions on the transfer of Ordinary shares.
STRATEGIC REPORT
GOVERNANCEOVERVIEW FINANCIAL STATEMENTS
119Annual Report & Accounts 2021
The Directors have pleasure in presenting the statutory financial
statements for the Group for the 52 weeks ended 26 December 2021.
DIRECTORS’ REPORT CONTINUED
Shares held by employee share trusts
The Group has had an Employee Benefit Trust (‘EBT’) for a number of years, the trustee of which is Intertrust Fiduciary Services (Jersey)
Limited. As at 26 December 2021, the EBT held 1,517,868 shares, which are used to satisfy awards under employee share schemes. The
voting rights in relation to these shares are exercisable by the trustee; however, in accordance with best practice guidance, the trustee
abstains from voting.
Dividend waivers
A dividend waiver is in force in relation to shares in the Company held by the EBT (see previous paragraph), which relates to a total of
1,517,868 shares.
Purchase of own shares
At the 2021 AGM, a special resolution was passed to authorise the Company to make purchases on the London Stock Exchange of up
to 10% of its Ordinary shares for the year under review. The Company may engage in share buybacks to create value for shareholders
when cash flows permit and there is no immediate alternative investment use for the funds. Shareholders will be requested to renew
this authority at the forthcoming AGM, to be held on 5May 2022.
During the year the Company made purchases of 20,956,282 Ordinary shares with a nominal value of £109,147.
DIRECTORS AND THEIR INTERESTS
The Directors in service at 26 December 2021 were Matt Shattock, Colin Halpern, Ian Bull, Dominic Paul, Stella David, Elias Diaz Sese,
Usman Nabi, Natalia Barsegiyan and Lynn Fordham.
The biographical details of the present Directors are set out on pages 72 to 74 of this Annual Report.
The appointment and replacement of Directors is governed by the Articles of the Company, the UK Corporate Governance Code, the
Companies Act 2006 and related legislation. Subject to the Articles of Association, the Companies Act 2006 and any directions given
by special resolution, the business of the Company is managed by the Board, which may exercise all the powers of the Company.
The interests of Directors and their immediate families in the shares of the Company, along with details of options and awards held
by Executive Directors, are contained in the Directors’ remuneration report set out on pages 96 to 118. Should any Ordinary shares be
required to satisfy awards over shares, these may be provided by the EBT.
There have not been any changes in the interests of the Directors, including share options and awards, in the share capital of the
Company between the year end and 7 March 2022. None of the Directors have a beneficial interest in the shares of any subsidiary.
In line with the Companies Act 2006, the Board has clear procedures for Directors to formally disclose any actual or potential
conflicts to the whole Board for authorisation as necessary. All new conflicts are required to be disclosed as and when they arise.
There is an annual review of conflicts disclosed and authorisations given. The register of Directors’ conflicts is maintained by the
Company Secretary.
120 Domino’s Pizza Group plc
SUBSTANTIAL SHAREHOLDINGS
As at 7 March 2022, the Company had been notified, in accordance with the FCA’s Disclosure, Guidance and Transparency Rules
(DTR 5.3.1R(1)), of the following holdings of voting rights attaching to the Company’s shares
1
:
Number of shares
% of total voting rights as
at 26 December 2021
% of total voting rights
as at 7 March 2022
The Capital Group Companies, Inc 60,343,538 13.47% 13.47%
Browning West LP 44,737,059 9.99% 9.99%
Fundsmith LLP 24,229,119 5.41% 5.41%
Liontrust Investment Partners LLP 24,077,090 5.37% 5.37%
Troy Asset Management Limited 23,275,000 5.20% 5.20%
1. % of total voting rights have been calculated using the current issued share capital, 448,023,791, and therefore percentages may be different to those
disclosed to the Company at the time of the holdings.
No other notifications under DTR 5.3.1R(1) have been received since 26 December 2021.
The interest stated above for Browning West LP (‘Browning West’) are as disclosed by Browning West under the Market Abuse
Regulations as a Person Closely Associated with Usman Nabi. Browning West’s notified interest as at 26 December 2021 under
DTR 5.3.1R(1) was 24,624,093 shares (5.5% of the Company’s issued share capital).
Directors’ indemnities
The Directors have the benefit of an indemnity provision contained in the Articles of Association. The provision, which is a qualifying
third-party indemnity provision (as defined by section 234 of the Companies Act 2006), was in force during the year ended
26December 2021 and remains in force and relates to certain losses and liabilities which the Directors may incur to third-parties in the
course of acting as Directors or employees of the Company.
The Group maintained a Directors’ and Officers’ liability insurance policy throughout the financial year, although no cover exists in the
event that Directors or officers are found to have acted fraudulently or dishonestly. No indemnity is provided for the Group’s auditor.
EMPLOYEES
The Group employed 1,906 people as at 26December 2021 (2020: 1,692). The number of employees for 2020 has been restated
to remove the international businesses in Sweden, Switzerland and Iceland that were disposed of during 2021, and regarded as
discontinued operations in 2020 for comparison purposes.
Employment policies
The Group is committed to the principle of equal opportunity in employment. The Group recruits and selects applicants for employment
based solely on a person’s qualifications and suitability for the position, whilst bearing in mind equality and diversity. It is the Group’s
policy to recruit the most capable person available for each position. The Group recognises the need to treat all employees honestly
and fairly.
The Group is committed to ensuring that its employees feel respected and valued and are able to fulfil their potential and recognises
that the success of the business relies on their skill and dedication.
The Group gives full and fair consideration to applications for employment from disabled persons, with regard to their particular
aptitudes and abilities. Efforts are made to continue the employment of those who become disabled during their employment.
For more information on the Company’s employment practices please see page 41.
GENERAL INFORMATION
Annual General Meeting
The notice convening the AGM is contained in a separate shareholder circular. The 2022 AGM is scheduled to be held at 10:00 am on
5 May 2022 at etc.venues St. Pauls, 200 Aldersgate, London, EC1A 4HD. Full details of the meeting venue will be included in the 2022
AGM circular and will be available on our website https://investors.dominos.co.uk. Any updates to the position will be communicated
via a regulatory news service and published on the Company’s website.
Full details of all resolutions to be proposed are provided in that document. The Directors consider that all of the resolutions set out in
the Notice of AGM are in the best interests of the Company and its shareholders as a whole. The Directors will be voting in favour of
them and unanimously recommend that shareholders vote in favour of each of them.
Significant agreements and change of control provisions
The Group judges that the only significant agreements in relation to its business are the UK & Ireland Master Franchise Agreement,
the Know How Licence pursuant to which certain of the Group’s companies are granted the right to franchise stores and operate
commissaries in the territories by Domino’s Pizza International Franchising Inc (‘DPI’).
The Group does not have agreements with any Director or employee that would provide compensation for loss of office or employment
resulting from a takeover except that provisions of the Group’s employee share schemes may cause options and awards granted to
employees, including Directors, to vest on a change of control. The Group’s banking arrangements do contain change of control
provisions which, if triggered, could limit future utilisations, require the repayment of existing utilisations or lead to a renegotiation
of terms.
As discussed more fully on page 143 in note 2: Accounting policies, in the section on judgements, certain former Directors entered
into indemnity contracts with the Group in connection with their participation in some historic share-based remuneration schemes.
A provision for employment taxes amounting to £11.0m was recorded in the 2017 financial statements, with an additional £2.0m being
recorded in 2021. Of the £13.0m, the Company has estimated that £9m could be recoverable under the indemnities.
Articles of Association
On 22 April 2021, the Company’s Articles of Association were amended by special resolution to amend the to allow for online voting at
general meetings.
Political donations
The Company made no political donations in the year (2020: £nil).
Key performance indicators (‘KPIs’)
Details of the Group’s KPIs can be found on pages 32 and 33.
STRATEGIC REPORT
GOVERNANCEOVERVIEW FINANCIAL STATEMENTS
121Annual Report & Accounts 2021
DIRECTORS’ REPORT CONTINUED
Auditor
PwC has signified its willingness to continue in office as Auditor to the Company. The Group is satisfied that PwC is independent
and there are adequate safeguards in place to protect its objectivity. A resolution to reappoint PwC as the Company’s Auditor will be
proposed at the 2022 AGM.
Directors’ statement of disclosure of information to auditor
Having made the requisite enquiries, the Directors in office at the date of this Annual Report and Accounts have each confirmed that,
so far as they are aware, there is no relevant audit information of which the Group’s Auditor is unaware and each Director has taken all
the steps he/she ought to have taken as a Director to make himself/herself aware of any relevant audit information and to establish that
the Group’s Auditor is aware of that information.
Going concern
The Company’s business activities, together with the factors likely to affect its future development, performance and position, are
set out in the strategic report on pages 8 to 69. The financial position of the Company, its cash flows, liquidity position and borrowing
facilities are described in the Financial Review on pages 52 to 57.
In addition, notes 25 and 26 to the Group financial statements include the Company’s objectives, policies and processes for managing
its capital, its financial risk management objectives, details of its financial instruments and hedging activities and its exposures to credit
risk and liquidity risk.
The Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the
foreseeable future and have therefore continued to adopt the going concern basis in preparing the financial statements. Details of this
assessment can be found in note 2 of the Financial Statements.
Cautionary statement
This Annual Report and Accounts contains forward-looking statements. These forward-looking statements are not guarantees of future
performance; rather, they are based on current views and assumptions as at the date of this Annual Report and Accounts and are made
by the Directors in good faith based on the information available to them at the time of their approval of this report. These statements
should be treated with caution due to the inherent risks and uncertainties underlying any such forward-looking information. The Group
undertakes no obligation to update these forward-looking statements.
By order of the Board
Adrian Bushnell
Company Secretary
7 March 202
122 Domino’s Pizza Group plc
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
DIRECTORS’ RESPONSIBILITY STATEMENT
The Directors are responsible for preparing the Annual Report and
Accounts, the Directors’ remuneration report and the financial
statements (Group and Company) in accordance with applicable
UK laws and regulations. UK company law requires the Directors
to prepare financial statements for each financial year. Under that
law the Directors have prepared the Group financial statements in
accordance with international accounting standards in conformity
with the requirements of the Companies Act 2006 and company
financial statements in accordance with United Kingdom
Generally Accepted Accounting Practice (United Kingdom
Accounting Standards, comprising FRS 101 ‘Reduced Disclosure
Framework’, and applicable law). Additionally, the Financial
Conduct Authority’s Disclosure Guidance and Transparency Rules
require the Directors to prepare the Group financial statements
in accordance with international financial reporting standards
adopted pursuant to Regulation (EC) No 1606/2002 as it applies
in the European Union.
Under company law the Directors must not approve the financial
statements unless they are satisfied that they are a true and fair
view of the state of affairs of the Group and Company and of the
profit or loss of the Group for that period.
In preparing the Group and Company financial statements, the
Directors are required to:
•
select suitable accounting policies and then apply them
consistently;
•
state whether international accounting standards in conformity
with the requirements of the Companies Act 2006 and, for
the Group, international financial reporting standards adopted
pursuant to Regulation (EC) No 1606/2002 as it applies in the
European Union have been followed for the Group financial
statements and United Kingdom Accounting Standards,
comprising FRS 101 have been followed for the Company
financial statements, subject to any material departures
disclosed and explained in the financial statements;
•
make judgements and accounting estimates that are reasonable
and prudent; 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.
•
They are also responsible for the system of internal control for
safeguarding the assets of the Company and the Group and
hence for taking reasonable steps to prevent and detect fraud
and other irregularities.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Group’s and
Company’s transactions and disclose with reasonable accuracy
at any time the financial position of the Group and Company
and enable them to ensure that the financial statements and the
Directors’ Remuneration Report comply with the Companies Act
2006 and, as regards the Group financial statements, Article 4 of
the IAS Regulation.
A copy of the financial statements of the Company is posted
on the Company’s website. The Directors are responsible for
the maintenance and integrity of the corporate and financial
information included on the website. Information published
on the Company’s website is accessible in many countries with
different legal requirements. Legislation in the UK governing
the preparation and dissemination of financial statements may
differ from legislation in other jurisdictions.
DTR 4.1 STATEMENT
Each of the Directors, the names and functions of whom are
set out on pages 72 to 74, confirms that, to the best of their
knowledge,
•
the Group financial statements, which have been prepared in
accordance with IFRSs as adopted by the European Union, give
a true and fair view of the assets, liabilities, financial position
and profit of the Group;
•
the Company financial statements, which have been prepared
in accordance with United Kingdom Accounting Standards,
comprising FRS 101, give a true and fair view of the assets,
liabilities, financial position and profit of the Company; and
•
the information in the Strategic Report represented by the
Directors’ 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 it faces.
Having taken advice from the Audit Committee, the Board
considers the Annual Report and Accounts, taken as a whole,
to be fair, balanced and understandable and that it provides
the information necessary for the shareholders to assess the
Company’s and Group’s performance, business model and
strategy.
In the case of each Director in office at the date the Directors’
report is approved:
•
so far as the Director is aware, there is no relevant audit
information of which the Group’s and Company’s auditors are
unaware; and
•
they have taken all the steps that they ought to have taken as
a Director in order to make themselves aware of any relevant
audit information and to establish that the Group’s and
Company’s auditors are aware of that information.
Signed on behalf of the Board
Dominic Paul
Chief Executive Officer
7 March 2022
STRATEGIC REPORT
GOVERNANCEOVERVIEW FINANCIAL STATEMENTS
123Annual Report & Accounts 2021
FINANCIAL
STATEMENTS
WE GOT
THIS
126 Independent Auditor’s report
134 Group income statement
135 Group statement of
comprehensive income
136 Group balance sheet
138 Group statement of changes
in equity
139 Group cash flow statement
141 Notes to the Group
financial statements
191 Company balance sheet
192 Company statement
of changes in equity
193 Notes to the Company
financial statements
199 Five-year financial summary
200 Shareholder information
124
Domino’s Pizza Group plc
FINANCIAL STATEMENTS
125Annual Report & Accounts 2021
GOVERNANCE
STRATEGIC REPORT
OVERVIEW
INDEPENDENT AUDITORS’ REPORT
TO THE MEMBERS OF DOMINO’S PIZZA GROUP PLC
REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS
OPINION
In our opinion:
•
Domino’s Pizza Group plc’s Group financial statements and Company financial statements (the “financial statements”) give a true
andfair view of the state of the Group’s and of the Company’s affairs as at 26 December 2021 and of the Group’s profit and the
Group’s cash flows for the 52 week period then ended;
•
the Group financial statements have been properly prepared in accordance with International Accounting Standards in conformity
with the requirements of the Companies Act 2006;
•
the Company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting
Practice (United Kingdom Accounting Standards, comprising FRS 101 “Reduced Disclosure Framework”, and applicable law); and
•
the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements, included within the Annual Report and Accounts (the “Annual Report”), which comprise: the
Group and Company balance sheets as at 26 December 2021; the Group income statement and the Group statement of comprehensive
income, the Group cash flow statement, and the Group and Company statements of changes in equity for the period then ended; and
the notes to the financial statements, which include a description of the significant accounting policies.
Our opinion is consistent with our reporting to the Audit Committee.
SEPARATE OPINION IN RELATION TO INTERNATIONAL FINANCIAL REPORTING STANDARDS ADOPTED PURSUANT TO
REGULATION EC NO1606/2002 AS IT APPLIES IN THE EUROPEAN UNION
As explained in note 1 to the financial statements, the Group, in addition to applying International Accounting Standards in conformity
with the requirements of the Companies Act 2006, has also applied International Financial Reporting Standards adopted pursuant to
Regulation (EC) No 1606/2002 as it applies in the European Union.
In our opinion, the Group financial statements have been properly prepared in accordance with International Financial Reporting
Standards adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the European Union.
BASIS FOR OPINION
We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our
responsibilities under ISAs (UK) are further described in the Auditors’ responsibilities for the audit of the financial statements section
ofour report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
We remained independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial
statements in the UK, which includes the FRC’s Ethical Standard, as applicable to listed public interest entities, and we have fulfilled
our other ethical responsibilities in accordance with these requirements.
To the best of our knowledge and belief, we declare that non-audit services prohibited by the FRC’s Ethical Standard were not provided.
Other than those disclosed in note 6, we have provided no non-audit services to the Company and Group in the period under audit.
OUR AUDIT APPROACH
Context
There were no significant changes to the Group’s operations during the year, other than the disposal of the discontinued operations
inline with the strategic plan. However, various Covid-19 challenges and restrictions remained in place for much of the period, which
the Group managed through, both operationally and financially.
There are a number of changes to our key audit matters this year as explained later in the report. This year we have also specifically
setout our consideration of the impact of climate change on the audit which is further explained below.
Climate change risk is expected to have a significant impact on the food industry. As explained in the Sustainability section of the
Strategic Report, the Group is mindful of its impact on the environment and focussed on ways to reduce climate related impacts as
they continue to develop their plans towards their Net Zero pathway to 2050.
In planning and executing our audit we considered the Group’s climate risk assessment process. This, together with discussions with
our own climate change experts, provided us with a good understanding of the potential impact of climate change on the financial
statements. The key financial statement line items and estimates which are more likely to be materially impacted by climate risks are
those associated with future cash flows, given the more notable impacts of climate change on the business are expected to arise in the
medium to long term. The Board monitors the impact of climate change risk and opportunities on the Group’s strategy and business
model. It considers the impact over the short term (1-2 years), medium term (2–5 years) and long term (5-10 years), in line with other
business planning horizons. This includes the impairment assessment of goodwill for Corporate Stores and our related key audit matter
further explains how we evaluated the impact of climate change.
126 Domino’s Pizza Group plc
Whilst the Group is targeting net zero carbon emissions by 2050, they are continuing to work on their pathway towards this. The Group
has started to quantify some of the impacts that may arise on this pathway; the future financial impacts are clearly uncertain given the
medium to long term time horizon. We discussed with management and the Audit Committee that the estimated financial impacts of
climate change will need to be frequently reassessed and our expectation that climate change disclosures will continue to evolve as
greater understanding of the actual and potential impacts on the Group’s future operations are obtained.
Overview
Audit scope
•
Audit of the complete financial information of two components, and specified procedures over six components that form the
continuing operations of the Group. This work was conducted by the PwC Group team with the exception of two components
where specified procedures were undertaken by non-PwC component auditors. In addition, we instructed two PwC Network firms
to perform specified procedures on the discontinued operations prior to their disposal to support our work on the discontinued
operations disclosures, although we do not consider these to be components as the businesses were sold prior to the period end.
•
In addition to the work performed over components outlined above, the PwC Group team also performed audit procedures for
transactions and balances that arise as part of the Group’s consolidation process. This included auditing non-underlying items, the
disposal of assets held for sale, the treatment and disclosure of discontinued operations, goodwill and intangible asset impairment,
IFRS 16 accounting, taxation and the group consolidation.
•
Audit coverage from full scope audits over 78% of group revenue.
•
Audit coverage from full scope audits over 81% of group underlying profit before tax.
Key audit matters
•
Risk of impairment of goodwill and intangible assets of the UK corporate stores CGU (Group).
•
Risk of impairment in receivables balance (Company).
Materiality
•
Overall Group materiality: £5,700,000 (2020: £5,100,000) based on 5% of underlying profit before tax.
•
Overall Company materiality: £5,400,000 (2020: £1,700,000) based on 1% of net assets.
•
Performance materiality: £4,300,000 (2020: £3,800,000) (Group) and £4,100,000 (2020: £1,300,000) (Company).
The scope of our audit
As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements.
Key audit matters
Key audit matters are those matters that, in the auditors’ professional judgement, were of most significance in the 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)
identified by the auditors, 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, and any comments we make on the results of our procedures
thereon, 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.
This is not a complete list of all risks identified by our audit.
The valuation of assets held for sale and their presentation/disclosure including discontinued operations (Group only), adoption of
IFRS 16 (Group only), classification of non-underlying items (Group only), impact of Covid-19 (Group and Company) and Valuation
of the Market Access Fee receivable (Company only), which were key audit matters last year, are no longer included because the
risks are not being assessed as significant in the current year. The matters in the prior year where there was valuation uncertainty
have been resolved either through the disposal of the assets held for sale or in the case of the Market Access Fee confirmation of the
actual financial results on which the valuation is determined. In addition, the assessment of non-underlying items has reduced from a
significant risk as the amounts recognised in the current year are not material to the Group. Last year was the first year of adoption of
IFRS 16 and the impact of Covid-19 has been assessed as less significant in the current year. Finally the risk for the Company has been
amended from impairment and recoverability of receivable balances, with the international business that have now been disposed of,
to the risk of impairment in the receivables balance that exists at the period end. Otherwise, the key audit matters below are consistent
with last year.
STRATEGIC REPORT
GOVERNANCEOVERVIEW FINANCIAL STATEMENTS
127Annual Report & Accounts 2021
INDEPENDENT AUDITORS’ REPORT CONTINUED
TO THE MEMBERS OF DOMINO’S PIZZA GROUP PLC
OUR AUDIT APPROACH CONTINUED
Key audit matters continued
Key audit matter How our audit addressed the key audit matter
Risk of impairment of goodwill and
intangible assets of the UK corporate
storesCGU (Group)
Refer to the Accounting policies set out
in note 2 and note 14 of the Consolidated
Financial Statements.
In 2019, goodwill relating to the UK corporate
stores was impaired by £18.7m; there was no
impairment noted in 2020. In the current year
management has again prepared a value in use
discounted cash flow model to assess the risk
of impairment and concluded that no further
impairment is required. We focused on this
area, as the estimation of future discounted
cash flows is inherently subjective and
involves judgement including the assessment
of the potential impact of climate change.
Given the judgements involved, this estimate
is susceptible to management bias.
As part of our audit of management’s impairment assessment and underlying
discounted cash flow model:
•
we assessed the control procedures that relate to the preparation, review and
approval of the estimate;
•
we challenged management on their grouping of cash generating units (CGUs)
and concurred that this is the level at which goodwill is monitored;
•
we obtained the impairment analyses prepared by management and tested the
technical and arithmetic accuracy to ensure that they had been prepared in line
with the guidance provided in IAS 36;
•
we used internal valuation experts to determine whether management’s
discount rate was appropriate and we concluded it was within an acceptable
range;
•
we used internal valuation experts to determine if the long-term growth rate
used in the impairment model of 2% was appropriate based on available
information and concluded this was reasonable;
•
we challenged the basis for the short-term forecasts used in the model.
Thisincluded, but was not limited to:
– agreeing forecasts to Board approved plans;
– challenging the revenue growth rates with reference to the historical growth
rate of corporate stores, wider franchisee network’s profitability within the
London region and third party evidence of expected growth in the quick
service restaurant industry;
– challenging management on the food and labour cost inflation assumption,
which we considered to be too low although with no significant impact on
the model. Management agreed to add additional sensitivity disclosure in
thisregard;
– assessing the food inflation assumption that these increased costs would be
passed through via menu pricing by assessing historical outcomes;
– agreeing central cost allocations to prior year actuals and understanding the
rationale for any changes;
– challenging management on capital expenditure assumptions into perpetuity;
– reviewing management’s historical accuracy of forecasting; and
– obtaining management’s paper on the assessment of climate change risk
impacting the corporate stores, and how the additional costs to address this
risk have been factored into the model. We obtained evidence to support
the costs identified by management. Management’s paper also identified
potential costs that have not been factored into the model that represent
their view of the worst case scenario impact to costs and management
demonstrated that these would have an immaterial impact to headroom if
they were included. We obtained supporting evidence on the calculation of
these costs. We validated the sensitivity of the model, by including these
costs and confirming they did not have a material impact to headroom. We
challenged the completeness of these costs from our wider knowledge of
the operations and expectations for a business in this industry, confirming no
other significant areas of exposure.
•
we performed sensitivity analysis, including reducing cash inflows, to
understand the impact that reasonably possible changes could have;
•
we considered the implications of management’s strategy on the cash flows;
•
we compared the recoverable amount to other recent transactions to assess
the extent to which any contradictory evidence existed;
•
we assessed the adequacy of the disclosures made in the financial statements.
After our challenges were addressed we concurred with management’s
assessment that no impairment was required in the current year. We ensured
that appropriate disclosures on the sensitivities of the key assumptions have
been provided as is required under IAS 36.
128 Domino’s Pizza Group plc
Key audit matter How our audit addressed the key audit matter
Risk of impairment in receivables balance
(Company)
Refer to notes 2 and 5 of the Company
Financial Statements.
During the current period a £1,100m dividend
was received by the parent from its direct
subsidiary, DPG Holdings Limited and an
increase to the loan receivable balance
recognised. This is the largest transaction and
balance in the Company and as a result has
been the principal focus of our audit effort in
the current year.
Any potential impairment expected credit
loss on the loan receivable could be material
to the Company. This assessment is based
on future cash flows that are susceptible to
management bias.
In order to address the identified risk;
•
we obtained management’s expected credit loss assessment which considered
the accounting for the loan, the market value of the Group and the forecast cash
flows (based on the five year plan approved by the Board);
•
we compared the cash flows in the paper to those audited as part of the going
concern assessment and confirmed they were aligned;
•
we audited the recoverability of the balance under IFRS 9 impairment
requirements for inter-company loans. We looked at the recovery strategy
indicated in management’s paper confirming that the Company would fully
recover the outstanding balance of the loan. We have considered the strategies
available to the Company and agree there is no impairment loss to recognise;
•
we assessed the adequacy of the disclosures made in the financial statements.
We found no exceptions as a result of our testing and the balances recognised
areconsidered materially appropriate.
How we tailored the audit scope
We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial statements
as a whole, taking into account the structure of the Group and the Company, the accounting processes and controls, and the industry
in which they operate.
The group is structured according to geographical markets and the legal entity structure which is broadly reflective of the nature of
business activity, for example franchisor activities, corporate stores, property and centralised functions, each of which is a reporting
component. The Group financial statements are a consolidation of reporting components.
In establishing the overall approach to the Group audit, we determined the type of work that needed to be performed for each
reporting component. We determined that there was one financially significant component: Domino’s Pizza UK & Ireland Limited.
Accordingly, we determined that this component, as well as Domino’s Pizza Group plc parent Company, required a full audit of their
complete financial information in order to ensure that sufficient appropriate audit evidence was obtained. We also identified certain
large or material balances in other components where specified audit procedures were performed. These included: revenues recorded
in Sheermans Limited and DP Pizza Limited, revenues and expenses in the National Advertising Fund, other balance sheet line items
in DPG Holdings Limited, DP Pizza Limited and National Advertising Fund, and specified procedures over two associates, Daytona JV
Limited and Full House Limited. Additional specific procedures were performed on the international trading of Pizza Pizza EHF and
Domino’s Pizza GmbH prior to disposal to provide appropriate audit evidence for the discontinued operations disclosures.
All audit work was performed by the Group audit team, with the exception of audit work performed on Daytona JV Limited and Full
House Restaurants Holdings Limited which were performed by non-PwC component auditors, and Pizza Pizza EHF and Dominos
Pizza GmbH additional procedures which were performed by PwC Network firms. These auditors worked under our instruction. The
Group audit team was in contact, at each stage of the audit, with the component audit teams through regular written communication
including detailed instructions issued by the group audit team and video conferencing at the planning, execution and completion phases.
The Group consolidation, financial statement disclosures and a number of centralised functions were audited by the Group audit
team. These included, but were not limited to, central procedures over non-underlying items, taxation, IFRS 16 accounting, disposals
and discontinued operations and goodwill and intangible asset impairment assessments. We also performed group level analytical
procedures on all of the remaining out of scope reporting components to identify whether any further audit evidence was needed,
which resulted in no extra testing. Our audit work resulted in coverage over 78% of group revenues. The Company was also subject
to a full scope audit by the Group audit team.
STRATEGIC REPORT
GOVERNANCEOVERVIEW FINANCIAL STATEMENTS
129Annual Report & Accounts 2021
INDEPENDENT AUDITORS’ REPORT CONTINUED
TO THE MEMBERS OF DOMINO’S PIZZA GROUP PLC
OUR AUDIT APPROACH CONTINUED
Materiality
The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality.
These,together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of
ouraudit procedures on the individual financial statement line items and disclosures and in evaluating the effect of misstatements,
both individually and in aggregate on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:
Financial statements – Group Financial statements – Company
Overall materiality £5,700,000 (2020: £5,100,000). £5,400,000 (2020: £1,700,000).
How we determined it Based on 5% of underlying profit before tax. Based on 1% of net assets.
Rationale for
benchmark applied
Underlying profit before tax is a key measure used by
stakeholders in assessing the performance of the Group,
and is a generally accepted auditing benchmark.
Net assets is an appropriate benchmark
for a non-trading Company.
For each component in the scope of our Group audit, we allocated a materiality that is less than our overall Group materiality. The
range of materiality allocated across components was between £0.2m and £5.4m. Certain components were audited to a local
statutory audit materiality that was also less than our overall group materiality.
We use performance materiality to reduce to an appropriately low level the probability that the aggregate of uncorrected and
undetected misstatements exceeds overall materiality. Specifically, we use performance materiality in determining the scope of our
audit and the nature and extent of our testing of account balances, classes of transactions and disclosures, for example in determining
sample sizes. Our performance materiality was 75% (2020: 75%) of overall materiality, amounting to £4,300,000 (2020: £3,800,000)
for the Group financial statements and £4,100,000 (2020: £1,300,000) for the Company financial statements.
In determining the performance materiality, we considered a number of factors – the history of misstatements, risk assessment
and aggregation risk and the effectiveness of controls – and concluded that an amount at the upper end of our normal range
wasappropriate.
We agreed with the Audit Committee that we would report to them misstatements identified during our audit above £280,000
(Groupaudit) (2020: £240,000) and £270,000 (Company audit) (2020: £85,000) as well as misstatements below those amounts that,
in our view, warranted reporting for qualitative reasons.
CONCLUSIONS RELATING TO GOING CONCERN
Our evaluation of the directors’ assessment of the Group’s and the Company’s ability to continue to adopt the going concern basis of
accounting included:
•
We obtained management’s paper that supports the Board’s assessment and conclusions with respect to the disclosures provided
around going concern;
•
We discussed with management the assumptions applied in the going concern review so we could understand and challenge the
rationale for those assumptions, using our knowledge of the business;
•
We reviewed monthly trading results to February 2022, and compared to management’s previous budget, and considered the impact
of these actual results on the future forecast period;
•
We reviewed management’s sensitivity scenarios including their severe but plausible downside. This includes potential mitigating
actions available to the Group that are achievable and within management’s control. We then assessed the availability of liquid
resources under the different scenarios and the associated covenant tests applicable;
•
We have assessed additional downside sensitivities and considered the impact on covenants and liquidity headroom; and
•
We have assessed the disclosures and consider these appropriate.
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’s and the Company’s ability to continue as a going concern
foraperiod of at least twelve months from when the financial statements are authorised for issue.
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.
However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the Group’s and the
Company’s ability to continue as a going concern.
In relation to the directors’ 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
itappropriate 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
ofthisreport.
130 Domino’s Pizza Group plc
REPORTING ON OTHER INFORMATION
The other information comprises all of the information in the Annual Report other than the financial statements and our auditors’
reportthereon. The directors are responsible for the other information, which includes reporting based on the Task Force on Climate-
related Financial Disclosures (TCFD) recommendations. Our opinion on the financial statements does not cover the other information
and, accordingly, we do not express an audit opinion or, except to the extent otherwise explicitly stated in this report, any form of
assurance thereon.
In connection with our audit of the financial statements, 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 an apparent material inconsistency or material misstatement, we are
required to perform procedures to conclude whether there is a material misstatement of 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
ofthis other information, we are required to report that fact. We have nothing to report based on these responsibilities.
With respect to the Strategic report and Directors’ report, we also considered whether the disclosures required by the UK Companies
Act 2006 have been included.
Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to report certain opinions and
matters as described below.
Strategic report and Directors’ report
In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic report and Directors’
report for the period ended 26 December 2021 is consistent with the financial statements and has been prepared in accordance with
applicable legal requirements.
In light of the knowledge and understanding of the Group and Company and their environment obtained in the course of the audit,
wedid not identify any material misstatements in the Strategic report and Directors’ report.
Directors’ Remuneration
In our opinion, the part of the Directors’ remuneration report to be audited has been properly prepared in accordance with the
Companies Act 2006.
CORPORATE GOVERNANCE STATEMENT
The Listing Rules require us to review the directors’ statements in relation to going concern, longer-term viability and that part of the
corporate governance statement relating to the Company’s compliance with the provisions of the UK Corporate Governance Code
specified for our review. Our additional responsibilities with respect to the corporate governance statement as other information are
described in the Reporting on other information section of this report.
Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the corporate governance
statement is materially consistent with the financial statements and our knowledge obtained during the audit, and we have nothing
material to add or draw attention to in relation to:
•
The directors’ confirmation that they have carried out a robust assessment of the emerging and principal risks;
•
The disclosures in the Annual Report that describe those principal risks, what procedures are in place to identify emerging risks and
an explanation of how these are being managed or mitigated;
•
The directors’ statement in the financial statements about whether they considered it appropriate to adopt the going concern
basis of accounting in preparing them, and their identification of any material uncertainties to the group’s and Company’s ability
tocontinue to do so over a period of at least twelve months from the date of approval of the financial statements;
•
The directors’ explanation as to their assessment of the Group’s and Company’s prospects, the period this assessment covers and
why the period is appropriate; and
•
The directors’ statement as to whether they have a reasonable expectation that the Company will be able to continue in operation
and meet its liabilities as they fall due over the period of its assessment, including any related disclosures drawing attention to any
necessary qualifications or assumptions.
Our review of the directors’ statement regarding the longer-term viability of the Group was substantially less in scope than an audit and
only consisted of making inquiries and considering the directors’ process supporting their statement; checking that the statement is
in alignment with the relevant provisions of the UK Corporate Governance Code; and considering whether the statement is consistent
with the financial statements and our knowledge and understanding of the Group and Company and their environment obtained in the
course of the audit.
STRATEGIC REPORT
GOVERNANCEOVERVIEW FINANCIAL STATEMENTS
131Annual Report & Accounts 2021
INDEPENDENT AUDITORS’ REPORT CONTINUED
TO THE MEMBERS OF DOMINO’S PIZZA GROUP PLC
CORPORATE GOVERNANCE STATEMENT CONTINUED
In addition, based on the work undertaken as part of our audit, we have concluded that each of the following elements of the corporate
governance statement is materially consistent with the financial statements and our knowledge obtained during the audit:
•
The directors’ statement that they consider the Annual Report, taken as a whole, is fair, balanced and understandable, and provides
the information necessary for the members to assess the Group’s and Company’s position, performance, business model and strategy;
•
The section of the Annual Report that describes the review of effectiveness of risk management and internal control systems; and
•
The section of the Annual Report describing the work of the Audit Committee.
We have nothing to report in respect of our responsibility to report when the directors’ statement relating to the Company’s
compliance with the Code does not properly disclose a departure from a relevant provision of the Code specified under the Listing
Rules for review by the auditors.
RESPONSIBILITIES FOR THE FINANCIAL STATEMENTS AND THE AUDIT
Responsibilities of the directors for the financial statements
As explained more fully in the Statement of Directors’ Responsibilities, the directors are responsible for the preparation of the financial
statements in accordance with the applicable framework and for being satisfied that they give a true and fair view. The directors are
also responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free
from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the Group’s and the Company’s ability to continue as
agoing concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless
thedirectors either intend to liquidate the Group or the Company or to cease operations, or have no realistic alternative but to do so.
Auditors’ 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 auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance,
but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which
ourprocedures are capable of detecting irregularities, including fraud, is detailed below.
Based on our understanding of the Group and industry, we identified that the principal risks of non-compliance with laws and
regulations related to other food regulations, waste regulations, health and safety regulations and non-compliance with employment
regulations, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also
considered those laws and regulations that have a direct impact on the financial statements such as the Listing Rules, the Companies
Act 2006 and tax legislation. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial
statements (including the risk of override of controls), and determined that the principal risks were related to inappropriate journal
entries, either in the underlying books and records or as part of the consolidation process, and management bias in accounting
estimates. The Group engagement team shared this risk assessment with the component auditors so that they could include
appropriate audit procedures in response to such risks in their work. Audit procedures performed by the group engagement team
and/or component auditors included:
•
Discussions with the directors, internal audit and the Group’s legal team, including consideration of known or suspected instances
ofnon-compliance with laws and regulations and fraud;
•
Challenging assumptions and judgements made by management in its significant accounting estimates that involved making
assumptions and considering future events that are inherently uncertain. We focused on the risk of impairment of goodwill and
intangible assets of the corporate stores CGU (see related key audit matters above);
•
We also specifically assessed the provisions held in respect of reversionary shares, valuation of receivables including the Market
Access Fee, the valuation of the Shorecal investment, assessing the existence of management bias and performing look back
assessments of the accuracy of prior year estimates;
•
Consideration of recent correspondence with the tax authorities and the Financial Reporting Council;
•
Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations; and
•
Testing all material consolidation adjustments to ensure these were appropriate in nature and magnitude.
There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-
compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements.
Also,the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error,
asfraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
132 Domino’s Pizza Group plc
Our audit testing might include testing complete populations of certain transactions and balances, possibly using data auditing
techniques. However, it typically involves selecting a limited number of items for testing, rather than testing complete populations.
Wewill often seek to target particular items for testing based on their size or risk characteristics. In other cases, we will use audit
sampling to enable us to draw a conclusion about the population from which the sample is selected.
A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at:
www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors’ report.
Use of this report
This report, including the opinions, has been prepared for and only for the Company’s members as a body in accordance with Chapter
3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility
for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly
agreed by our prior consent in writing.
OTHER REQUIRED REPORTING
Companies Act 2006 exception reporting
Under the Companies Act 2006 we are required to report to you if, in our opinion:
•
we have not obtained all the information and explanations we require for our audit; or
•
adequate accounting records have not been kept by the Company, or returns adequate for our audit have not been received from
branches not visited by us; or
•
certain disclosures of directors’ remuneration specified by law are not made; or
•
the Company financial statements and the part of the Directors’ Remuneration Report to be audited are not in agreement with the
accounting records and returns.
We have no exceptions to report arising from this responsibility.
Appointment
Following the recommendation of the Audit Committee, we were appointed by the members on 18 April 2019 to audit the financial
statements for the period ended 29 December 2019 and subsequent financial periods. The period of total uninterrupted engagement
isthree years, covering the periods ended 29 December 2019 to 26 December 2021.
Owen Mackney (Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
Watford
7 March 2022
STRATEGIC REPORT
GOVERNANCEOVERVIEW FINANCIAL STATEMENTS
133Annual Report & Accounts 2021
Notes
52 weeks ended 26 December 2021
£m
52 weeks ended 27 December 2020
£m
Underlying
Non-
underlying* Total Underlying
Non-
underlying* Total
Revenue 3 560. 8 – 560. 8 505. 1 – 505. 1
Cost of sales (2 92 . 2 ) – (29 2 . 2 ) (2 68 .6 ) – (26 8 .6 )
Gross profit 268.6 – 268.6 236.5 – 236.5
Distribution costs (3 6 . 4 ) – (3 6 . 4 ) (3 0. 8 ) – (30. 8 )
Administrative costs (1 2 5 . 4 ) (4 . 5 ) (1 2 9 . 9 ) (1 0 7. 5 ) (4 .6 ) (1 1 2 .1 )
Other expenses – (0. 3 ) (0 . 3 ) – (4 .6 ) (4 . 6 )
Share of post-tax profit/(loss) of
associates and joint ventures 18 11.0 – 11.0 9. 5 (0. 5 ) 9.0
Other income 26 2 .1 – 2 .1 1.3 7. 1 8 .4
Profit/(loss) before interest and taxation 5 11 9.9 (4 . 8 ) 1 1 5 .1 1 09.0 (2 .6 ) 106.4
Finance income 9 1 3 .1 1 .0 1 4 .1 13 .7 0.7 14.4
Finance costs 10 (1 9 .1 ) (0. 4 ) (1 9 . 5 ) (2 1 .5 ) (0. 4 ) (2 1. 9 )
Profit/(loss) before taxation 113 .9 (4 . 2 ) 10 9.7 101.2 (2 .3 ) 98 .9
Taxation 11 (20 . 5 ) 1.5 (1 9 . 0 ) (1 6 .9 ) 0. 2 (1 6. 7 )
Profit/(loss) for the period from continuing operations 93.4 (2.7 ) 90.7 8 4.3 (2 .1 ) 82.2
Loss from discontinued operations 4 – (1 2 . 4 ) (1 2 . 4 ) – (42 . 5 ) (42 . 5 )
Profit/(loss) for the period 93.4 (1 5 .1 ) 78.3 84.3 (4 4 .6 ) 3 9.7
Profit/(loss) attributable to:
– Equity holders of the parent 93.4 (1 5 .1 ) 78.3 84.3 (4 3 . 2 ) 4 1 .1
– Non-controlling interests – – – – (1 . 4 ) (1. 4 )
Profit/(loss) for the period 93.4 (1 5 .1 ) 78.3 84.3 (4 4 .6 ) 3 9.7
Earnings per share
From continuing operations
– Basic (pence) 12 2 0.3 19.8 18.2 17 .8
– Diluted (pence) 12 2 0. 2 1 9.6 1 8 .1 1 7.7
From continuing and discontinued operations (statutory)
– Basic (pence) 12 1 7. 1 8.9
– Diluted (pence) 12 1 7. 0 8.8
* Non-underlying items are disclosed in note 7.
The notes on pages 141 to 190 are an integral part of these consolidated financial statements.
GROUP INCOME STATEMENT
52 WEEKS ENDED 26 DECEMBER 2021
134
Domino’s Pizza Group plc
Notes
52 weeks ended
26 December 2021
£m
52 weeks ended
27 December 2020
£m
Profit for the period 78.3 3 9.7
Other comprehensive income/(expense):
Items that may be subsequently reclassified to profit or loss:
– Exchange gain/(loss) on retranslation of foreign operations 0.8 (3. 3 )
– Transferred to income statement on disposal 28 7. 9 (1. 9 )
Other comprehensive income/(expense) for the period, net of tax 8.7 (5 . 2 )
Total comprehensive income for the period 8 7. 0 34.5
– attributable to equity holders of the parent 8 7. 0 35.5
– attributable to the non-controlling interests – (1. 0 )
The notes on pages 141 to 190 are an integral part of these consolidated financial statements.
GROUP STATEMENT OF COMPREHENSIVE INCOME
52 WEEKS ENDED 26 DECEMBER 2021
STRATEGIC REPORT
GOVERNANCEOVERVIEW FINANCIAL STATEMENTS
135Annual Report & Accounts 2021
AT 26 DECEMBER 2021
GROUP BALANCE SHEET
Notes
At 26 December 2021
£m
At 27 December 2020
£m
Non-current assets
Intangible assets 14 3 2 .1 30. 5
Property, plant and equipment 15 90. 3 91. 1
Right-of-use assets 16 19.4 2 0 .1
Lease receivables 16 1 87. 5 191.5
Trade and other receivables 17 14 .0 21.2
Other financial asset 26 6.8 13.3
Investments 26 1 2 .1 12.3
Investments in associates and joint ventures 18 52 .7 39. 4
Deferred consideration receivable 23 – 5.7
Current assets
Lease receivables 16 13.7 13.2
Inventories 19 1 0.9 11.0
Assets held for sale 4 – 3 8 .1
Trade and other receivables 17 34.3 36.2
Other financial asset 26 1.9 2 .0
Deferred consideration receivable 23 3.3 –
Current tax assets 0.2 3.2
Cash and cash equivalents 20 42 .8 63.4
Total assets 52 2 .0 592 .2
Current liabilities
Lease liabilities 16 (1 9 . 3 ) (17 .8 )
Trade and other payables 21 (9 6 .1 ) (90 .0 )
Liabilities held for sale 4 – (23 . 5 )
Deferred tax liabilities 11 (0. 4 ) –
Provisions 24 (2 .0 ) (0.4 )
(117 .8 ) (1 31 .7 )
Non-current liabilities
Lease liabilities 16 (2 0 3 . 3 ) (2 08 .7 )
Trade and other payables 21 (0 . 2 ) (0.3 )
Financial liabilities 22 (242.5 ) (2 4 3.6 )
Deferred tax liabilities 11 (2 . 5 ) (3.6 )
Provisions 24 (1 4 . 3 ) (1 3 .1 )
(4 6 2 . 8 ) (4 6 9 . 3 )
Total liabilities (5 8 0. 6 ) (60 1 .0 )
Net liabilities (5 8 .6 ) (8 . 8 )
136 Domino’s Pizza Group plc
Notes
At
26 December 2021
£m
At
27 December 2020
£m
Shareholders’ equity
Called up share capital 27 2.3 2.4
Share premium account 49.6 49. 6
Capital redemption reserve 0.5 0.5
Capital reserve – own shares (4 . 6 ) (3 . 4 )
Currency translation reserve (1 . 0 ) (9.7 )
Accumulated losses (1 0 5 . 4 ) (4 8 . 2 )
Total equity (5 8 .6 ) (8 . 8 )
The notes on pages 141 to 190 are an integral part of these consolidated financial statements. The financial statements were approved
by the Directors on 7 March 2022 and signed on their behalf by:
Dominic Paul
Director
7 March 2022
Registered number: 03853545
STRATEGIC REPORT
GOVERNANCEOVERVIEW FINANCIAL STATEMENTS
137Annual Report & Accounts 2021
52 WEEKS ENDED 26 DECEMBER 2021
GROUP STATEMENT OF CHANGES IN EQUITY
Share
capital
£m
Share
premium
account
£m
Capital
redemption
reserve
£m
Capital
reserve
– own
shares
£m
Currency
translation
reserve
£m
Other
reserves
£m
Accumulated
losses
£m
Total equity
shareholders’
funds
£m
Non-
controlling
interests
£m
Total
£m
At 30 December 2019 2 .4 36.7 0. 5 (4. 5 ) (4 .1 ) (5 . 5 ) (5 7. 6 ) (32 .1 ) (1 1 .7 ) (4 3 . 8 )
Profit/(loss) for the period – – – – – – 41 .1 4 1 .1 (1. 4 ) 39. 7
Other comprehensive
(expense)/income –
exchange differences – – – – (5.6 ) – – (5 .6 ) 0.4 (5. 2 )
Total comprehensive
(expense)/income for
the period – – – – (5. 6 ) – 41 .1 35.5 (1 .0 ) 34.5
Proceeds from share issues – 12.9 – 0.6 – – – 13.5 – 13.5
Impairment of share issues
1
Share options and LTIP charge – – – – – – 1.4 1.4 – 1.4
Tax on employee share options – – – – – – (0 .1 ) (0 .1 ) – (0 .1 )
Increase in ownership interest
in subsidiary (note 28) – – – – – 2.4 (4 .6 ) (2. 2 ) 2.2 –
Disposal of interest in a
subsidiary (note 28) – – – – – 3.1 (2 .3 ) 0.8 10. 5 11.3
Equity dividends paid – – – – – – (25 .6 ) (25 .6 ) – (25 .6 )
At 27 December 2020 2 .4 4 9.6 0.5 (3.4 ) (9. 7 ) – (4 8 . 2 ) (8 .8 ) – (8. 8 )
Profit/(loss) for the period – – – – – – 78.3 78.3 – 78.3
Other comprehensive income –
exchange differences – – – – 8 .7 – – 8.7 – 8.7
Total comprehensive income
for the period – – – – 8 .7 – 78.3 8 7. 0 – 8 7. 0
Proceeds from share issues – – – 0. 4 – – – 0.4 – 0.4
Impairment of share issues
1
Share buybacks (0 .1 ) – – (2 . 9 ) – – (8 0 .4 ) (8 3 . 4 ) – (83 . 4 )
Share options and LTIP charge – – – – – – 1 .7 1.7 – 1.7
Tax on employee share options – – – – – – 0.5 0.5 – 0.5
Equity dividends paid – – – – – – (56. 0 ) (56. 0 ) – (56.0 )
At 26 December 2021 2.3 4 9.6 0. 5 (4 . 6 ) (1 . 0 ) – (1 0 5 . 4 ) (5 8 .6 ) – (58 . 6 )
1. Impairment of share issues represents the difference between share allotments made pursuant to the Sharesave schemes and the Long Term Incentive Plan
(note29), and the original cost at which the shares were acquired as treasury shares into Capital reserve – own shares.
The notes on pages 141 to 190 are an integral part of these consolidated financial statements.
138 Domino’s Pizza Group plc
52 WEEKS ENDED 26 DECEMBER 2021
GROUP CASH FLOW STATEMENT
Notes
52 weeks ended
26 December 2021
£m
52 weeks ended
27 December 2020
Restated*
£m
Cash flows from operating activities
Profit/(loss) before interest and taxation
– from continuing operations 3 1 1 5 .1 106.4
– from discontinued operations 3 (1 1 . 3 ) (4 3 . 5 )
Amortisation and depreciation 5 1 7.4 20 .0
Impairment 5 1.0 30.7
Share of post-tax profits of associates and joint ventures 18 (1 1 . 0 ) (9. 0 )
Loss on disposal of subsidiary 28 8.4 9. 2
Net gain on financial instruments at fair value through profit or loss (1 . 8 ) (8 .4 )
Increase/decrease in provisions 1.0 (1 .6 )
Share option and LTIP charge 1.7 1.4
Decrease in inventories 0.3 1.9
Decrease in receivables 6.7 20.9
Increase in payables 4.4 7. 3
Cash generated from operations 131. 9 135.3
UK corporation tax paid (1 8 . 0 ) (22. 7 )
Overseas corporation tax paid – (0.4 )
Net cash generated by operating activities 113 .9 112 .2
Cash flows from investing activities
Purchase of property, plant and equipment (5. 8 ) (11 .6 )
Purchase of intangible assets (8.5 ) (7. 8 )
Net consideration received/(paid) on disposal of subsidiaries 28 1 0.2 (6. 4 )
Consideration received on disposal of joint ventures 23 2 .4 –
Investment in associates 18 (6 . 6 ) 0.8
Receipt from other financial assets 26 6.4 –
Receipts on lease receivables 2 5 .7 25 .6
Interest received 0.3 1.0
Other 30 8.7 6.2
Net cash used by investing activities 32.8 7. 8
Cash inflow before financing 146.7 1 20.0
* The Group cash flow statement for the 52 weeks ended 27 December 2020 has been restated to reclassify receipts on lease receivables from financing activities
to investing activities, as set out in note 2 (b).
STRATEGIC REPORT
GOVERNANCEOVERVIEW FINANCIAL STATEMENTS
139Annual Report & Accounts 2021
52 WEEKS ENDED 26 DECEMBER 2021
GROUP CASH FLOW STATEMENT CONTINUED
Notes
52 weeks ended
26 December 2021
£m
52 weeks ended
27 December 2020
Restated*
£m
Cash flows from financing activities
Interest paid (4 . 3 ) (5 . 3 )
Issue of Ordinary share capital – 1 2.9
Share transactions 30 (8 3 .0 ) 0.5
New bank loans and facilities draw down 15 0.0 205.0
Repayment of borrowings (1 4 7. 3 ) (2 1 5 .1 )
Repayment of lease liabilities (3 4 .1 ) (36.6 )
Equity dividends paid 13 (56.0 ) (25 .6 )
Net cash used by financing activities (1 74 . 7 ) (6 4 . 2 )
Net (decrease)/increase in cash and cash equivalents (2 8 .0 ) 55.8
Cash and cash equivalents at beginning of period 71.8 16 .0
Foreign exchange loss on cash and cash equivalents (1 . 0 ) –
Cash and cash equivalents at end of period 42.8 71.8
* The Group cash flow statement for the 52 weeks ended 27 December 2020 has been restated to reclassify receipts on lease receivables from financing activities
to investing activities, as set out in note 2 (b).
The cash flow statement has been prepared on a consolidated basis including continuing and discontinued operations. A breakdown
of the cash flow for discontinued operations is shown in note 4. The notes on pages 141 to 190 are an integral part of these consolidated
financial statements.
140 Domino’s Pizza Group plc
52 WEEKS ENDED 26 DECEMBER 2021
NOTES TO THE GROUP FINANCIAL STATEMENTS
1. AUTHORISATION OF FINANCIAL STATEMENTS AND STATEMENT OF COMPLIANCE WITH IFRS
The financial statements of the Group for the 52 weeks ended 26 December 2021 were authorised for issue by the Board of Directors
on 7 March 2022 and the balance sheet was signed on the Board’s behalf by Dominic Paul. The Company is a public limited company
incorporated in the United Kingdom under the Companies Act 2006 (registration number 03853545). The Company is domiciled in the
listed on the Official List of the FCA and traded on the Main Market of the LSE.
The Group’s financial statements have been prepared in accordance with International Financial Reporting Standards (‘IFRS’), adopted
pursuant to Regulation (EC) No 1606/2002 as it applies in the European Union, as they apply to the financial statements of the Group
for the 52 week period ended 26 December 2021 and applied in accordance with the Companies Act 2006.
As permitted by section 408 of the Companies Act 2006, the income statement and the statement of comprehensive income of the
parent company have not been separately presented in these financial statements.
The principal accounting policies adopted by the Group are set out in note 2.
2. ACCOUNTING POLICIES
a) Basis of preparation
The material accounting policies which follow set out those policies which apply in preparing the financial statements for the 52 weeks
ended 26 December 2021. These accounting policies have been applied consistently, other than where new policies have been adopted.
The Group financial statements are presented in sterling and are prepared using the historical cost basis with the exception of the other
financial assets, investments held at fair value through profit or loss and contingent consideration which are measured at fair value in
accordance with IFRS 13 Fair Value Measurement.
The Group financial statements have been prepared on a going concern basis as the Directors have a reasonable expectation that the
Group has adequate resources to continue in operational existence for the foreseeable future.
The Directors of the Group have performed an assessment of the overall position and future forecasts (including the 12 month period
from the date of this report) for the purposes of going concern in light of the current environment. The overall Group has continued to
trade strongly throughout the year in the UK and Ireland, and sales growth has been strong, despite Covid-19 and supply chain labour
disruptions. Sales growth has benefitted from the VAT rate reduction together with a strong underlying performance. Benefits from sales
growth have been partially offset with additional costs incurred in ensuring the Group continued to trade safely and without disruptions
to supply. The International operations have all been disposed of and did not have a significant impact on trading performance or cash
flows. In line with the capital distribution policy the Group has distributed excess cash to shareholders during the period which has
resulted in an increase net liability position of the Group on a consolidated basis, which has increased to £58.6m from £8.8m.
The Directors of the Group have considered the future position based on current trading and a number of potential downside scenarios
which may occur, either through reduced consumer spending, reduced store growth, further supply chain disruptions, general
economic uncertainty and other risks, in line with the analysis performed for the viability statement as outlined in the Directors’ report.
This assessment has considered the overall level of Group borrowings and covenant requirements, the flexibility of the Group to
react to changing market conditions and ability to appropriately manage any business risks. The Group has a £350.0m multicurrency
syndicated revolving credit facility which matures in December 2023, and a net debt position of £199.7m. The facility has leverage and
interest cover covenants, with which the Group have complied, as set out in note 25.
The scenarios modelled are based on our current forecast projections and in the first scenario have taken account of the followingrisks:
•
A downside impact of economic uncertainty and other sales related risks over the forecast period, reflected in sales performance,
with a c.5.0% reduction in LFL sales compared to budget.
•
The impact of a reduction of new store openings to half of their forecast level.
•
A further reduction of between 2.5%-3.0% in sales to account for the potential impact of the public health debate.
•
Future potential disruptions to supply chain through loss of one of our supply chain centres impacting our ability to supply stores for
a period of two weeks.
•
Additional costs as a result of labour shortages.
•
The impact of a temporary loss of availability of our eCommerce platform during peak trading periods.
•
The impact of potential future ingredient pricing volatility as a result of indirect international supply chain pressures arising from
global events.
•
A significant unexpected increase in the impact of climate change on costs related to our supply chain.
We have also considered a second ‘severe but plausible’ scenario, which in addition to the above mentioned risks, also includes the
risks of:
•
A disruption to one of our key suppliers impacting our supply chain over a period of four weeks whilst alternate sourcing issecured.
•
The impact of fines from a potential wider data breach in 2022.
STRATEGIC REPORT
GOVERNANCEOVERVIEW FINANCIAL STATEMENTS
141Annual Report & Accounts 2021
52 WEEKS ENDED 26 DECEMBER 2021
NOTES TO THE GROUP FINANCIAL STATEMENTS CONTINUED
2. ACCOUNTING POLICIES CONTINUED
a) Basis of preparation continued
In each of the scenarios modelled, there remains significant headroom on the revolving credit facility. Under the first scenario there
remains sufficient headroom under the covenant requirements of the facility. If all the risks under the first scenario were to occur
simultaneously with the additional risks in the second scenario, before any mitigating actions, the Group would breach its leverage
covenants. The Board has a mitigating action available in the form of delays of distributions to shareholders which would prevent a
breach of leverage covenants. Based on this assessment, the Directors have formed a judgement that there is a reasonable expectation
the Group will have adequate resources to continue in operational existence for the foreseeable future.
Reverse stress testing has been performed separately based on our main profitability driver, system sales, which is a materially worse
scenario than the combinations described in the scenarios above. This test concluded that the Group’s currently agreed financing could
only be breached if a highly unlikely combination of scenarios resulted in a material annual reduction in system sales greater than 27%.
b) Restatement of comparatives in the Group Cash Flow Statement
Following a review of the Group’s 2020 Annual Report by the Directors subsequent to the receipt of a letter from the Financial
Reporting Council (‘FRC’), the Group has changed the classification of receipts on lease receivables in the Group cash flow statement
from financing activities to investing activities. As further explained in note 2(k), the Group holds both a head lease with the landlord,
and a sub-lease with a franchisee in a ‘back-to-back’ arrangement for the majority of Domino’s sites in the UK & Ireland. The Group
accounts for the head-lease and sub-lease separately as two separate contracts.
The Group previously presented both the lease payments on the head lease and the lease receipts on the sub-lease on a gross basis
within financing activities, as this was considered to best reflect the substance of the back-to-back nature of the lease cash receipts
and payments. Following the review performed, the Group have reconsidered the treatment and consider that the lease receipts should
be classified as investing activities in accordance with IAS 7 as, whilst lease receipts largely mirror the payments on the head lease,
they do not meet the definition of a financing activity, which are “activities that result in changes in the size and contribution of the
contributed equity and borrowings of the entity”. Comparative figures for the 2020 financial year have been restated. The restatement
for the 52 weeks ended 27 December 2020 decreases net cash used by investing activities from £17.8m to net cash generated from
investing activities of £7.8m, and increases net cash used by financing activities from £38.6m to £64.2m.
As previously stated
£m
Reclassification of receipts
on lease receivables
£m
Restated
£m
Net cash generated from/(used by) investing activities (17.8) 25.6 7.8
Net cash used by financing activities (38.6) (25.6) (64.2)
These back-to-back lease receipts continue to be classified as a net lease payable within the Free Cash Flow non-GAAP alternative
performance measure presented within the Financial Review, which is reconciled to the Group Cash Flow in note 30.
The scope of the review performed by the FRC was to consider the Group’s compliance with the UK reporting requirements, it did not
verify all the information provided. The review by the FRC was based solely on the 2020 Annual Report and Accounts and does not
benefit from a detailed understanding of underlying transactions, and provides no assurance that the Annual Report and Accounts
are correct in all material respects. Following the review, no further material financial reporting changes were required to the Group
Income Statement, Group Balance Sheet, Group Statement of Changes in Equity or underlying accounting treatments.
c) Judgements
The following judgements have had the most significant effect on amounts recognised in the financial statements:
Treatment of National Advertising Fund
•
Stores within the Domino’s Pizza system contribute into a National Advertising Fund (‘NAF’) and eCommerce fund (together ‘the
Funds’) designed to build store sales through increased public recognition of the Domino’s brand and the development of the
eCommerce platform. The Funds are managed with the objective of driving revenues for the stores and are planned to operate at
break-even with any surplus or deficit carried in the Group balance sheet (for details please see note 21);
•
whilst commercially and through past practice, the use of the Funds are directed by franchisees through the operation of the
Marketing Advisory Committee (‘MAC’), the terms of the Standard Franchise Agreement (‘SFA’) allow the Group to control the
Funds. The Group monitors and communicates the assets and liabilities on a separate basis, however from a legal perspective under
the franchise agreement these assets and liabilities are not legally separated;
•
as a result, for the purposes of accounting we consider that we are principal over the operation of the Funds. For this reason,
contributions by franchisees into the Funds are treated as revenue, and expenses which are incurred under the Funds are treated as
administrative expenses by the Group. This results in an increase to statutory revenue and administrative expenses of the Group. Revenue
and cost of sales related to intercompany transactions from our corporate stores in the UK are eliminated in the Group result; and
•
the Funds are presented on a net basis in the balance sheet. The presentation of the Funds on this basis represents substance over
legal form of the Funds and the cash flows relating to the Funds are included within ‘Cash generated from operations’ in the Group
statement of cash flows due to the close interrelationship between the Funds and the trading operations of the Group.
142 Domino’s Pizza Group plc
Non-underlying items
•
Judgement is required to determine that items are suitably classified as non-underlying and the values assigned are appropriate
(as included in our non-GAAP performance measures policy). Non-underlying items relate to significant, in nature or amount,
one-off costs, significant impairments of assets, together with fair value movements and other costs associated with acquisitions
or disposals. These items have been considered by management to meet the definition of non-underlying items as defined by our
accounting policy and are therefore shown separately within the financial statements. For details see note 7.
Treatment of master franchise agreements
•
Master Franchise Agreements are held by the Group for the UK and Ireland. Management have treated these intangible assets as
having indefinite lives due to the likelihood of renewal with Domino’s Pizza Inc. (‘DPI’) beyond the current terms without significant
cost which represents a significant judgement.
Treatment of head leases and sub leases
•
As set out in note 2(k), the Group holds both a head lease with the landlord, and a sub lease with a franchisee, for the majority
of Domino’s sites in the UK and Ireland. In the majority of cases terms agreed with landlords are mirrored in terms agreed with
franchisees in a ‘back to back’ sub-lease arrangement, but in certain cases the terms of sub-leases with franchisees do not mirror
the head-lease with landlords. This results in a lease receivable for the Group as lessor and a lease liability for the Group as lessee,
with interest income and expense recognised separately. This same treatment is applied where the current sub-lease does not cover
substantially all of the right-of-use head-lease, if management judges that it is reasonably certain the sub-lease will be renewed to
cover substantially all of the right-of-use head-lease. The contractual extension periods are within the SFA which each of the stores
enter into, which relates solely to the property address. As the sub-lease and the SFA are entered into at the same time, the contracts
have been linked for the purposes of assessing extension periods. This is considered a significant judgement as if the lease terms
were not considered extended on the sub lease, the classification of the sub lease would be treated as an operating lease under
IFRS16 and therefore would alter the classification of amounts recognised under the lease.
Historical share-based compensation arrangements
•
Certain of the Group’s historical share-based compensation arrangements with grant dates dating from 2003-2010 involve a degree
of estimation and judgement in respect of their employment tax treatment. HMRC issued protective assessments in respect of
potential employment tax relating to these historical schemes but the Group received advice from its tax advisors reconfirming the
support for the non-taxable accounting treatment. During 2017 the Group updated its legal advice following recent decisions by the
Supreme Court concerning the taxation of historical remuneration structures. This was received in January 2018. As a result of this
advice, which includes estimates of the Group’s potential employment tax liabilities, a provision was initially recorded in the financial
statements for the 53 weeks ended 31 December 2017 amounting to £11.0m, comprising £2.6m employers’ national insurance
contributions (‘NIC’), and £8.4m employees’ NIC and PAYE, including interest.
•
An additional £2.0m provision has been recorded in the year ended 26 December 2021 for additional potential tax liabilities
following further correspondence with HMRC around the tax treatment of options with vesting dates from 2012 through 2014,
which comprises and additional £1.5m relating to employees’ NIC and PAYE and £0.5m employers’ national insurance contributions.
•
There are numerous uncertainties involved in the calculation of the provision and until the matter has been agreed with HMRC and
the beneficiaries, the net impact to the Group may differ materially from the current estimate. In calculating the quantum of the
provision a number of significant judgements were made as follows:
a) while the Company has not been approached by HMRC with a demand to pay any potential tax liabilities in respect of these
historical schemes, HMRC have served protective assessments for £37.1m covering employer’s NIC, employees’ NIC and PAYE.
The latest legal advice suggests that the full amount covered by the protective assessments is unlikely to be payable as the
amounts protected appear to have been determined by calculating tax both on the grant and vesting of the awards received by
beneficiaries of the schemes;
b) no further employment tax is due in respect of awards granted to beneficiaries in periods that have not been protected by HMRC
and for which the period in which HMRC is entitled to raise an enquiry has expired; and
c) the beneficiaries of the arrangements, which among others include the former Chair and certain former Directors and
employees, have provided the Group with indemnities to repay to the Group an amount equivalent to their share of future
tax liabilities should they crystallise and become payable by the Group to HMRC together with related interest. Based on the
amount of employment tax currently provided, the amount estimated to be demanded from the beneficiaries under the terms of
their indemnities equates to the £9.3m employees NIC and PAYE, calculated at the prevailing tax rates at the time, and related
interest. As the tax liability has not crystallised, the Group is not yet entitled to seek recovery of the amounts due under the
indemnities. In view of the probable time scale and potential uncertainty of recovery of the amounts under indemnities from
the beneficiaries, no contingent asset has been recognised in the financial statements.
•
We are continuing to work with advisors around the agreed course of action, and to engage in dialogue with HMRC. When
appropriate, the Company will engage with the beneficiaries with a view to recovering monies under the indemnities.
Treatment of put and call option over German associate
•
The Group has a 33.3% investment in Daytona JV Limited (‘Daytona’), a UK incorporated company which owns the MFA for Domino’s
Germany. As set out in note 18, the book value of the investment in associate is £28.9m and the group report a loan receivable of
£10.8m. The Group’s interest is subject to a put and call option. The put option is exercisable from 1 January 2021, and the call option
is exercisable from 1 January 2023. Based on current available forecasts of EBITDA, we expect the exercise price of the option to be
between £70m to £100m dependent on the timing of exercise. No value is recognised on the balance sheet of the Group or Company
in relation to the options, as the exercise price, based on a price/earnings multiple, is considered to be at fair value, which has been
assessed based on comparison to recent comparable transactions and multiples.
STRATEGIC REPORT
GOVERNANCEOVERVIEW FINANCIAL STATEMENTS
143Annual Report & Accounts 2021
2. ACCOUNTING POLICIES CONTINUED
•
This is considered a significant accounting judgement as if the option exercise price was considered to be different to a fair value,
an asset or liability would be recognised representing the value of the exercise price compared to the fair value. As the investment
does not have a quoted or observable market price, this requires the exercise of judgement in assessing whether the multiple applied
appropriately represents a fair value exercise price. In making this assessment, the directors have considered comparable price/
earnings multiples and have concluded that the multiple used is consistent with the option being priced at fair value.
•
If the fair value were to differ from the exercise price by 10%, this would lead to an option value being recognised on the balance
sheet (until the option is exercised) of between £7m-£10m, which would be treated as fair value through profit or loss.
d) Key sources of estimation and assumption uncertainty
It is necessary for management to make estimates and assumptions that affect the amounts reported for assets and liabilities as at the
balance sheet date and the amounts reported for revenues and expenses during the period. The nature of estimation means that actual
outcomes could differ from those estimates. The following estimates are dependent upon assumptions which could change in the next
financial year and have a significant risk of a material effect on the current carrying amounts of assets and liabilities recognised over
the next financial year:
•
management tests annually whether goodwill and indefinite life intangible assets have suffered any impairment through estimating
the value in use or recoverable amount of the cash generating units to which they have been allocated. Key estimates and
sensitivities for impairment of goodwill and indefinite life intangible assets are disclosed in note 14;
•
the treatment of disposal groups held for sale, in the prior period, required valuation at the lower of carrying amount and fair value
less costs to sell. Impairment reviews were therefore performed to assess the fair value less costs to sell of the disposal groups,
which included an estimation of potential sale proceeds. Key estimates associated with those valuations are disclosed in note 4;
•
the Market Access Fee asset due from Domino’s Pizza Enterprises Limited and the investment in Shorecal Limited have been
categorised in Level 3 of the fair value hierarchy because their fair values are dependent on management assumptions. Further
detail on the sources of estimation and assumption uncertainty regarding these instruments is provided in note 26; and
•
the estimation of share-based payment costs requires the selection of an appropriate valuation model, consideration as to the inputs
necessary for the valuation model chosen and the estimation of the number of awards that will ultimately vest, inputs which arise
from judgements relating to the probability of meeting non-market performance conditions and the continuing participation of
employees, as detailed in note 29.
e) Basis of consolidation
The consolidated financial statements incorporate the results and net assets of the Company and its subsidiary undertakings drawn
up on a 52 or 53 week basis to the Sunday on or before 31 December. The financial years presented ending 27 December 2020 and
26December 2021 are both 52 week periods.
Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability
to affect those returns through its power over the investee. Specifically, the Group controls an investee if, and only if, the Group has:
•
power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the investee);
•
exposure, or rights, to variable returns from its involvement with the investee; and
•
the ability to use its power over the investee to affect its returns.
Profit or loss and each component of Other Comprehensive Income (‘OCI’) are attributed to the equity holders of the parent of the
Group and to the non-controlling interests, if this results in the non-controlling interests having a deficit balance, an assessment of
recoverability is made. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting
policies into line with the Group’s accounting policies. All intra-group assets and liabilities, equity, income, expenses and cash flows
relating to transactions between members of the Group are eliminated in full on consolidation.
If the Group loses control over a subsidiary, it derecognises the related assets (including goodwill), liabilities, non-controlling interest
and other components of equity, while any resultant gain or loss is recognised in profit or loss. Any investment retained is recognised
at fair value.
f) Interests in associates and joint ventures
The Group’s interests in its associates, being those entities over which it has significant influence and which are neither subsidiaries
nor joint ventures, are accounted for using the equity method of accounting. Significant influence is the power to participate in the
financial and operating policy decisions of the investee, but is not control or joint control over those policies.
The Group has also entered into a number of contractual arrangements with other parties which represent joint ventures. These take
the form of agreements to share control over other entities and share of rights to the net assets of the joint venture. Joint control is
the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require
the unanimous consent of the parties sharing control. The considerations made in determining significant influence on joint control
are similar to those necessary to determine control over subsidiaries. Where the joint venture is established through an interest in a
company, the Group recognises its interest in the entities’ assets and liabilities using the equity method of accounting.
g) Foreign currencies
The functional currency of each company in the Group is that of the primary economic environment in which the entity operates.
Transactions in other currencies are initially recorded in the functional currency by applying spot exchange rates prevailing on the dates
of the transactions. At each balance sheet date, monetary assets and liabilities denominated in foreign currencies are retranslated at
52 WEEKS ENDED 26 DECEMBER 2021
NOTES TO THE GROUP FINANCIAL STATEMENTS CONTINUED
144 Domino’s Pizza Group plc
the functional currency rate of exchange prevailing on the same date. Non-monetary items that are measured in terms of historic cost
in a foreign currency are translated using the exchange rates at the dates of the initial transactions. Non-monetary assets and liabilities
carried at fair value that are denominated in foreign currencies are translated at the rates prevailing at the date when the fair value
was determined. Gains and losses arising on translation are taken to the income statement, except for exchange differences arising on
monetary assets and liabilities that form part of the Group’s net investment in a foreign operation. These are taken directly to equity
until the disposal of the net investment, at which time they are recognised in profit or loss.
On consolidation, the assets and liabilities of the Group’s overseas operations are translated into sterling at exchange rates prevailing
on the balance sheet date. Income and expense items are translated at the average exchange rates for the period. Exchange
differences arising, if any, are classified as equity and are taken directly to a translation reserve. Such translation differences are
recognised as income or expense in the period in which the operation is disposed. Goodwill and fair value adjustments arising on
the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate.
h) Business combinations and goodwill
Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate of the
consideration transferred, measured at the acquisition-date fair value, and the amount of any non-controlling interest in the acquiree.
Acquisition costs incurred are expensed and included in administrative expenses. The measurement of non-controlling interest is at the
proportionate share of the acquiree’s net identifiable assets.
When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and
designation in accordance with the contractual terms, economic circumstances and pertinent conditions as at the acquisition date.
Any contingent consideration to be transferred will be recognised at fair value at the acquisition date. Contingent consideration
classified as equity is not remeasured and its subsequent settlement is accounted for within equity. Contingent consideration classified
as an asset or liability that is a financial instrument and within the scope of IFRS 9 Financial Instruments is measured at fair value with
the changes in fair value recognised in the income statement in accordance with IFRS 9.
Goodwill is initially measured at cost, being the excess of the aggregate of the acquisition-date fair value of the consideration
transferred and the amount recognised for the non-controlling interest (where the business combination is achieved in stages, the
acquisition-date fair value of the acquirer’s previously held equity interest in the acquiree) over the net identifiable amounts of the
assets acquired and the liabilities assumed in exchange for the business combination.
i) Other intangible assets
Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a business
combination is the fair value at the date of acquisition. Following initial recognition, intangible assets are carried at cost less any
accumulated amortisation and accumulated impairment losses. Internally generated intangibles, excluding capitalised development
costs, are not capitalised and the related expenditure is reflected in profit or loss in the period in which the expenditure is incurred.
Master franchise fees
Master franchise fees are fees paid towards or recognised at fair value on acquisition of the master franchise for the markets in which
the Group operates. These are carried at cost less impairment and are treated as having indefinite useful lives.
Standard franchise fees
Standard franchise fees are recognised at fair value on acquisition of the standard franchise for the area in which corporate stores
operate. As reacquired rights the fees are amortised over the remaining contractual term over a period of five to ten years and are
carried at amortised cost. Such franchise fees are recognised only on acquisition of businesses.
Computer software
Computer software is carried at cost less accumulated amortisation and any impairment loss. Externally acquired computer software
and software licences are capitalised at the cost incurred to acquire and bring into use the specific software. Internally developed
computer software programs are capitalised to the extent that costs can be separately identified and attributed to particular software
programs, measured reliably, and that the asset developed can be shown to generate future economic benefits. In considering the
capitalization of any externally acquired or internally developed costs in relation to customisation and configuration costs, the control
of the underlying software asset is considered in order to ensure that an intangible asset can be generated, in particular in a software-
as-a-service (SaaS) arrangement. These assets are considered to have finite useful lives and are amortised on a straight-line basis over
the estimated useful economic lives of each of the assets, considered to be between three and 10 years.
Capitalised loan discounts
The Group provides interest-free loans to assist franchisees in the opening of new stores. The difference between the present value
of loans recognised and the cash advanced has been capitalised as an intangible asset in recognition of the future value that will be
generated via the royalty income and supply chain centre sales that will be generated. These assets are amortised over the life of a
new franchise agreement which is 10 years.
The carrying value of intangible assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying
value may not be recoverable. Intangible assets with indefinite useful lives are not amortised, but are tested for impairment annually,
either individually or at the cash generating unit level. The assessment of indefinite life is reviewed annually to determine whether the
indefinite life continues to be supportable.
STRATEGIC REPORT
GOVERNANCEOVERVIEW FINANCIAL STATEMENTS
145Annual Report & Accounts 2021
2. ACCOUNTING POLICIES CONTINUED
j) Property, plant and equipment
Assets under construction are stated at cost, net of accumulated impairment losses, if any. Plant and equipment is stated at cost, net
of accumulated depreciation and accumulated impairment losses, if any. Such cost includes the cost of replacing part of the plant and
equipment and borrowing costs for long-term construction projects if the recognition criteria are met. When significant parts of plant and
equipment are required to be replaced at intervals, the Group depreciates them separately based on their specific useful lives. Likewise,
when a major inspection is performed, its cost is recognised in the carrying amount of the plant and equipment as a replacement if the
recognition criteria are satisfied. All other repair and maintenance costs are recognised in the income statement asincurred.
Depreciation is calculated to write down the cost of the assets to their residual values, on a straight-line method on the following bases:
•
Freehold land Not depreciated
•
Freehold buildings 50 years
•
Assets under construction Not depreciated
•
Leasehold improvements Over the lower of the life of the lease or the life of the asset
•
Fixtures and fittings Over 3 to 10 years
•
Supply chain centre equipment Over 3 to 30 years
•
Store equipment Over 5 years
The assets’ residual values, useful lives and methods of depreciation are reviewed and adjusted, if appropriate, on an annual basis
(including upcoming risks and regulatory changes). The majority of assets within supply chain centre equipment are being depreciated
over 10 years or more and fixtures and fittings between five to 10 years.
An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected from its
use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds
and the carrying amount of the asset) is included in the income statement in the year that the asset is derecognised.
All items of property, plant and equipment are reviewed for impairment in accordance with IAS 36 Impairment of Assets when there
are indications that the carrying value may not be recoverable.
k) Leases
Leasing operations of the Group
The Group is a lessee for a majority of Domino’s Pizza stores in the UK and Ireland occupied by franchisees, our corporate stores
together with certain warehouses and head office properties, and various equipment and vehicles. Lease terms are negotiated on
an individual basis and contain a wide range of different terms and conditions. The lease agreements do not impose any covenants
other than the security interests in the leased assets that are held by the lessor. Leased assets may not be used as security for
borrowingpurposes.
The Group as a Lessee
Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of
the following lease payments:
•
fixed payments (including in-substance fixed payments), less any lease incentives receivable;
•
amounts expected to be payable by the group under residual value guarantees; and
•
payments of penalties for terminating the lease, if the lease term reflects the group exercising that option.
Lease payments to be made under reasonably certain extension options are also included in the measurement of the liability.
The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, which is
generally the case for leases in the group, the lessee’s incremental borrowing rate is used, being the rate that the individual lessee
would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic
environment with similar terms, security and conditions.
The methodology for calculating the discount rate incorporates three key elements: risk-free rate (reflecting specific country and
currency), credit spread (reflecting the specific risk for each subsidiary within the Group) and an asset class adjustment (reflecting
the variation risk between asset categories). The discount rates determined for property leases are between 4.9% and 7.9%, and for
equipment leases are between 3.0% and 6.0%, dependent on the asset location and nature.
Lease payments are allocated between principal and finance cost. The finance cost is charged to the income statement over the lease
period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period.
Right-of-use assets are measured at cost comprising the following:
•
the amount of the initial measurement of lease liability;
•
any lease payments made at or before the commencement date less any lease incentives received;
•
any initial direct costs; and
•
restoration costs.
52 WEEKS ENDED 26 DECEMBER 2021
NOTES TO THE GROUP FINANCIAL STATEMENTS CONTINUED
146 Domino’s Pizza Group plc
Right-of-use assets are generally depreciated over the shorter of the asset’s useful life and the lease term on a straight-line basis.
The Group has chosen not to revalue the right-of-use land and buildings within the Group.
Payments associated with short-term leases of equipment and vehicles and all leases of low-value assets are recognised on a straight-line
basis as an expense in the income statement. Short-term leases are leases with a lease term of 12 months or less without a purchase
option. Low-value assets comprise IT equipment and small items of office furniture.
The Group as Lessor
The Group holds both a head lease with the landlord, and a sub-lease with a franchisee, for the majority of Domino’s sites in the UK and
Ireland. The Group accounts for the head-lease and the sub-leases separately as two separate contracts. The sublease is classified either
as a long term lease or short term lease by reference to the right of use asset arising from the head-lease. For leases to franchisees over
freehold property held by the Group, these are recorded as short term leases.
In the majority of cases terms agreed with landlords are mirrored in terms agreed with franchisees in a ‘back to back’ sub-lease
arrangement, but in certain cases the terms of sub-leases with franchisees do not mirror the head-lease with landlords. Where the sub-
lease covers substantially all of the right-of-use head-lease, the right of use asset the Group would recognise as lessee is derecognised
and replaced by a lease receivable from the franchisee sub-lease, with interest income recognised in the income statement and
depreciation of a right-of-use asset as lessee no longer recorded. This results in a lease receivable for the Group as lessor and a lease
liability for the Group as lessee, with interest income and expense recognised separately. This same treatment is applied where the
current sub-lease does not cover substantially all of the right-of-use head-lease, if management judges that it is reasonably certain the
sub-lease will be renewed to cover substantially all of the right-of-use head-lease. The contractual extension periods are within the SFA
which each of the stores enter, which relates solely to the property address. As the sub-lease and the SFA are entered into at the same
time, the contracts have been linked for the purposes of assessing extension periods.
Modifications to leases
The Group remeasures the lease liability and lease receivable whenever:
•
the lease term has changed; or
•
there is a significant event or change in circumstances in relation to the treatment of extension options; or
•
a lease contract is modified to alter future cash flows and the lease modification is not accounted for as a separate lease.
Both the lease liability and lease receivable are remeasured following such changes, and where relevant, a corresponding adjustment is
made to the related right-of-use asset.
l) Fair value measurement
The Group measures certain financial instruments at fair value at each balance sheet date.
Fair 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 fair value measurement is based on the presumption that the transaction to sell the asset
or transfer the liability takes place either:
•
in the principal market for the asset or liability; or
•
in the absence of a principal market, in the most advantageous market for the asset or liability.
The principal or the most advantageous market must be accessible by the Group.
The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or
liability, assuming that market participants act in their economic best interest.
A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using
the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.
The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure
fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.
All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value
hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:
Level 1 – Quoted (unadjusted) market prices in active markets for identical assets or liabilities;
Level 2 – Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly
observable; and
Level 3 – Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.
For assets and liabilities that are recognised in the financial statements at fair value on a recurring basis, the Group determines whether
transfers have occurred between levels in the hierarchy by re-assessing categorisation (based on the lowest level input that is significant
to the fair value measurement as a whole) at the end of each reporting period.
External valuers are involved for valuation of significant assets, such as unquoted financial assets, and significant liabilities, such as
contingent consideration dependent on the complexity of the calculation. Involvement of external valuers is determined annually by
management after discussion with and approval by the Group’s Audit Committee.
STRATEGIC REPORT
GOVERNANCEOVERVIEW FINANCIAL STATEMENTS
147Annual Report & Accounts 2021
2. ACCOUNTING POLICIES CONTINUED
l) Fair value measurement continued
At each reporting date, management analyses the movements in the values of assets and liabilities which are required to be
remeasured or re-assessed as per the Group’s accounting policies. For this analysis, management verifies the major inputs applied
in the latest valuation by agreeing the information in the valuation computation to contracts, other relevant documents or estimates
determined by management.
Management, in conjunction with the Group’s external valuers as necessary, also compares the change in the fair value of each asset
and liability with relevant external sources to determine whether the change is reasonable.
For the purpose of fair value disclosures, the Group has determined classes of assets and liabilities on the basis of the nature,
characteristics and risks of the asset or liability and the level of the fair value hierarchy, as explained above.
m) Financial instruments – initial recognition and subsequent measurement
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of
another entity.
i) Financial assets
Initial recognition and measurement
At initial recognition financial assets are measured at amortised cost, fair value through OCI, and fair value through the incomestatement.
The classification of financial assets at initial recognition depends on the financial asset’s contractual cash flow characteristics and the
Group’s business model for managing them. The Group initially measures a financial asset at its fair value plus, in the case of a financial
asset not at fair value through profit or loss, transaction costs. Trade receivables that do not contain a significant financing component
or for which the Group has applied the practical expedient are measured at the transaction price determined under IFRS 15. Refer to
the accounting policies in revenue recognition.
In order for a financial asset to be classified and measured at amortised cost or fair value through OCI, it needs to give rise to cash
flows that are ‘solely payments of principal and interest (‘SPPI’)’ on the principal amount outstanding. This assessment is referred to as
the SPPI test and is performed at an instrument level.
The Group’s business model for managing financial assets refers to how it manages its financial assets in order to generate cash flows.
The business model determines whether cash flows will result from collecting contractual cash flows, selling the financial assets, or both.
Purchases or sales of financial assets that require delivery of assets within a time frame established by regulation or convention in the
market place (regular way trades) are recognised on the trade date, i.e. the date that the Group commits to purchase or sell the asset.
Subsequent measurement
For purposes of subsequent measurement, financial assets are classified in four categories:
•
Financial assets at amortised cost (debt instruments).
•
Financial assets at fair value through OCI with recycling of cumulative gains and losses (debt instruments).
•
Financial assets designated at fair value through OCI with no recycling of cumulative gains and losses upon derecognition
(equityinstruments).
•
Financial assets at fair value through profit or loss.
The Group measures financial assets at amortised cost if both of the following conditions are met:
•
the financial asset is held within a business model with the objective to hold financial assets in order to collect contractual cash
flows; and
•
the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and
interest on the principal amount outstanding.
Financial assets at amortised cost are subsequently measured using the effective interest rate (‘EIR’) method and are subject to
impairment. Gains and losses are recognised in profit or loss when the asset is derecognised, modified or impaired.
The Group’s financial assets at amortised cost includes trade receivables, deferred consideration and loans to franchisees.
Trade receivables, which generally have seven to 28-day terms, are recognised and carried at their original invoiced value net of an
impairment provision of expected credit losses calculated on historic default rates. Balances are written off when the probability of
recovery is considered remote.
The Group provides interest-free loans to assist franchisees in the opening of new stores. These are initially recorded at fair value, with
the difference to the cash advanced capitalised as an intangible asset.
52 WEEKS ENDED 26 DECEMBER 2021
NOTES TO THE GROUP FINANCIAL STATEMENTS CONTINUED
148 Domino’s Pizza Group plc
Financial assets at fair value through profit or loss
The Market Access Fee is classified as an other financial asset, initially recognised and subsequently measured at fair value, with
changes in fair value recognised in the income statement as other income. Associated foreign exchange gains and losses and the
interest income are recognised in the income statement as finance income or expense.
Derecognition
A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily derecognised
(removed from the Group’s consolidated balance sheet) when:
•
the rights to receive cash flows from the asset have expired; or
•
the Group has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows
in full without material delay to a third party under a ‘pass-through’ arrangement; and either
•
the Group has transferred substantially all the risks and rewards of the asset, or
•
the Group has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of
theasset.
When the Group has transferred its rights to receive cash flows from an asset or has entered into a pass-through arrangement, it evaluates
if, and to what extent, it has retained the risks and rewards of ownership. When it has neither transferred nor retained substantially all
of the risks and rewards of the asset, nor transferred control of the asset, the Group continues to recognise the transferred asset to
the extent of its continuing involvement. In that case, the Group also recognises an associated liability. The transferred asset and the
associated liability are measured on a basis that reflects the rights and obligations that the Group hasretained.
Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying
amount of the asset and the maximum amount of consideration that the Group could be required to repay.
Impairment of financial assets
The Group recognises an allowance for expected credit losses (‘ECLs’) for all debt instruments not held at fair value through profit or
loss. ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows
that the Group expects to receive, discounted at an approximation of the original EIR. The expected cash flows will include cash flows
from the sale of collateral held or other credit enhancements that are integral to the contractual terms.
ECLs are recognised in two stages. For credit exposures for which there has not been a significant increase in credit risk since initial
recognition, ECLs are provided for credit losses that result from default events that are possible within the next 12-months (a 12-month
ECL). For those credit exposures for which there has been a significant increase in credit risk since initial recognition, a loss allowance
is required for credit losses expected over the remaining life of the exposure, irrespective of the timing of the default (a lifetime ECL).
For trade receivables, contract assets and lease receivables, the Group applies a simplified approach in calculating ECLs. Therefore,
the Group does not track changes in credit risk, but instead recognises a loss allowance based on lifetime ECLs at each reporting date.
The Group has established a provision matrix that is based on its historical credit loss experience, adjusted for forward-looking factors
specific to the debtors and the economic environment.
ii) Financial liabilities
Initial recognition and measurement
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and borrowings,
and payables.
All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly
attributable transaction costs.
The Group’s financial liabilities include trade and other payables, loans and borrowings including bank overdrafts and other
financialinstruments.
Subsequent measurement
The measurement of financial liabilities depends on their classification, as described below:
Financial liabilities at fair value through profit or loss
Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated upon
initial recognition as at fair value through profit or loss.
Financial liabilities are classified as held for trading if they are incurred for the purpose of repurchasing in the near term. This category
also includes derivative financial instruments entered into by the Group that are not designated as hedging instruments in hedge
relationships as defined by IFRS 9.
STRATEGIC REPORT
GOVERNANCEOVERVIEW FINANCIAL STATEMENTS
149Annual Report & Accounts 2021
2. ACCOUNTING POLICIES CONTINUED
m) Financial instruments – initial recognition and subsequent measurement continued
Gains or losses on liabilities held for trading are recognised in the income statement
Financial liabilities designated upon initial recognition at fair value through profit or loss are designated at the initial date of
recognition, and only if the criteria in IFRS 9 are satisfied. The Group has not designated any financial liability as at fair value through
the incomestatement.
Loans and borrowings
After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the EIRmethod.
Gains and losses are recognised in the income statement when the liabilities are derecognised as well as through the
EIRamortisationprocess.
Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part
of the EIR. The EIR amortisation is included as finance costs in the income statement.
This category generally applies to interest-bearing loans and borrowings. For more information, refer to note 22.
Derecognition
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing
financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are
substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition
of a new liability. The difference in the respective carrying amounts is recognised in the income statement.
Borrowing costs
Borrowing costs are generally expensed as incurred. Borrowing costs that are directly attributable to the acquisition or construction
of an asset are capitalised while the asset is being constructed as part of the cost of that asset. Borrowing costs consist of interest and
other finance costs that the Group incurs.
n) Impairment of non-financial assets
The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any such indication exists,
or when annual impairment testing for an asset is required, the Group makes an estimate of the asset’s recoverable amount. An asset’s
recoverable amount is the higher of an asset’s or cash generating unit’s fair value less costs to sell and its value in use and is determined
for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or
groups of assets. Where the carrying amount of an asset exceeds its recoverable amount, the asset is considered impaired and is
written down to its recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present value
using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.
Impairment losses on continuing operations are recognised in the income statement in those expense categories consistent with the
function of the impaired asset.
o) Inventories
Inventories are stated at the lower of cost and net realisable value. Cost is determined on a first in, first out basis. Net realisable value is
based on estimated selling price less any further costs expected to be incurred to disposal.
p) Cash and cash equivalents
Cash and short-term deposits in the balance sheet comprise cash at bank and on hand and short-term deposits with a maturity of three
months or less, which are subject to an insignificant risk of changes in value.
For the purpose of the consolidated statement of cash flows, cash and cash equivalents consist of cash as defined above.
q) Income taxes
Current tax assets and liabilities are measured at the amount expected to be recovered or paid to the taxation authorities, based on tax
rates and laws that are enacted or substantively enacted by the balance sheet date. Management periodically evaluates positions taken
in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions
where appropriate.
Deferred tax is recognised using the liability method, providing for temporary differences between the tax bases and the accounting
bases of assets and liabilities. Deferred tax is calculated on an undiscounted basis at the tax rates that are expected to apply in the
period when the liability is settled or the asset is realised, based on tax rates and laws enacted or substantively enacted at the balance
sheet date. Deferred tax liabilities are recognised for all temporary differences, with the following exceptions:
•
where the temporary difference arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not
a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and
•
in respect of taxable temporary differences associated with investments in subsidiaries, associates and joint ventures, where the
timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not
reverse in the foreseeable future.
52 WEEKS ENDED 26 DECEMBER 2021
NOTES TO THE GROUP FINANCIAL STATEMENTS CONTINUED
150 Domino’s Pizza Group plc
Deferred tax assets are recognised only to the extent that it is probable that taxable profit will be available against which the deductible
temporary differences, carried forward tax credits or losses can be utilised, with the following exceptions:
•
when the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability
in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor
taxable profit or loss; and
•
in respect of deductible temporary differences associated with investments in subsidiaries, associates and interests in joint
arrangements, deferred tax assets are recognised only to the extent that it is probable that the temporary differences will
reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilised.
Tax is charged or credited to the income statement, except when it relates to items charged or credited directly to other comprehensive
income or to equity, in which case the income tax is also dealt with in other comprehensive income or equityrespectively.
Deferred tax assets and liabilities are offset against each other when the Group has a legally enforceable right to set off current tax
assets and liabilities and the deferred tax relates to income taxes levied by the same tax jurisdiction on either the same taxable entity,
or on different taxable entities which intend to settle current tax assets and liabilities on a net basis or to realise the assets and settle
the liabilities simultaneously in each future period in which significant amounts of deferred tax liabilities are expected to be settled
orrecovered.
r) Provisions
Provisions are recognised when there is a present legal or constructive obligation as a result of past events for which it is probable
that an outflow of economic benefit will be required to settle the obligation and where the amount of the obligation can be reliably
measured. The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation
at the balance sheet date, considering the risks and uncertainties surrounding the obligation. Where a provision is measured using
the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows if the impact
of discounting at a pre-tax rate is material.
A restructuring provision is recognised when the Group has developed a detailed formal plan for the restructuring and has raised a
valid expectation that it will carry out the restructuring by starting to implement the plan or announcing its main features to those
affected by it. The measurement of a restructuring provision includes only the direct expenditures arising from the restructuring, which
are those amounts that are both necessarily entailed by the restructuring and not associated with the ongoing activities of the entity.
s) Pensions
The Group contributes to the personal pension plans of certain staff with defined contribution schemes. The contributions are charged
as an expense as they fall due. Any contributions unpaid at the balance sheet date are included as an accrual at that date. The Group
has no further payment obligations once the contributions have been paid.
t) Capital reserve – own shares
DPG shares held by the Company and its Employee Benefit Trust (‘EBT’) are classified in shareholders’ equity as ‘Capital reserve –
own shares’ and are recognised at cost. No gain or loss is recognised in the income statement on the purchase or sale of such shares.
u) Revenue
The Group’s revenue arises from the sale of products and services to franchisees, the charging of royalties, fees and rent to
franchisees, and from the sale of goods to consumers from corporate stores.
Royalties, franchise fees and sales to franchisees
Contracts with customers for the sale of products include one performance obligation, being the delivery of products to the end
customer. The Group has concluded that revenue from the sale of products should be recognised at a point in time when control of the
goods are transferred to the franchisee, generally on delivery. Revenue is recognised at the invoiced price less any estimated rebates.
The performance obligation relating to royalties is the use of the Domino’s brand. This represents a sales-based royalty with revenue
recognised at the point the franchisee makes a sale to an end consumer.
Franchise fees comprise revenue for initial services associated with allocating franchisees allotted address counts or a ‘Change of
Hands’ fee when the Group grants consent to a franchisee to sell stores to a third party. They are non-refundable, and no element
of the franchise fee relates to subsequent services. Revenue from franchisee fees is recognised when a franchisee opens a store for
trading or on completion of sale of one or more stores to a third party, as this is the point at which all performance obligations have
been satisfied.
STRATEGIC REPORT
GOVERNANCEOVERVIEW FINANCIAL STATEMENTS
151Annual Report & Accounts 2021
2. ACCOUNTING POLICIES CONTINUED
u) Revenue continued
In addition to royalties and franchise fees, franchisees contribute a percentage of their system sales to the NAF and eCommerce
Fund managed by the Group. The purpose of these Funds is to build both system and store sales through increased public recognition
of the Domino’s Pizza brand and the development of eCommerce platforms. In assessing the nature of these contributions received
by the Groups, the performance obligations stated under franchise agreements with franchisees have been considered. For the NAF
contributions received, the Group is obliged to provide national advertising and marketing services. For eCommerce contributions
received, the Group is obliged to develop and maintain eCommerce platforms, and provide other ancillary services to franchisees, such
as merchant credit card services. These performance obligations are considered to constitute a revenue stream, and the contributions
received by the Group are therefore recognised as revenue. Revenue recognition is measured on an input basis as the costs of providing
the obliged services are incurred. The Group is obliged to provide the services on a break-even basis, such that the Funds do not retain a
long-term surplus or deficit. As such, the level of revenue and costs recognised in respect of fulfilling NAF and eCommerce performance
obligations are equal. Any timing differences between contributions received and costs incurred are held as a contract asset or liability
on the balance sheet. As both the NAF and eCommerce arrangements fall under the same franchise agreement with franchisees, the
Funds are not separated and are held on a net basis, either within trade and other receivables or trade and other payables.
Corporate store sales
Contracts with customers for the sale of products to end consumers include one performance obligation. The Group has concluded
that revenue from the sale of products should be recognised at a point in time when control of the goods are transferred to the
consumer, which is the point of delivery or collection. Revenue is measured at the menu price less any discounts offered.
Rental income on short term leasehold and freehold property
Rental income arising from leases treated as short term and freehold properties are recognised on a straight-line basis in accordance
with the lease terms. Deferred income comprises lease premiums and rental payments. Rental payments are deferred and recognised
on a straight-line basis over the period which it relates.
v) Share-based payments
The Group provides benefits to employees (including Executive Directors) in the form of share-based payment transactions, whereby
employees render services as consideration for equity instruments (equity-settled transactions). The cost of the equity-settled
transactions is measured by reference to the fair value at the date at which they are granted and is recognised as an expense over the
vesting period, which ends on the date on which the relevant employees become fully entitled to the award. Fair values of employee
share option plans are calculated using a Stochastic model for awards with TSR-related performance conditions and a Black-Scholes
model for SAYE awards and other awards with EPS-related performance conditions. In valuing equity-settled transactions, no account
is taken of any service and performance (vesting conditions), other than performance conditions linked to the price of the shares of
the Company (market conditions). Any other conditions which are required to be met in order for an employee to become fully entitled
to an award are considered to be non-vesting conditions. Like market performance conditions, non-vesting conditions are taken into
account in determining the grant date fair value.
No expense is recognised for awards that do not ultimately vest, except for awards where vesting is conditional upon a market or non-
vesting condition, which are treated as vesting irrespective of whether or not the market or non-vesting condition is satisfied, provided
that all other performance conditions and/or service conditions are satisfied.
At each balance sheet date before vesting, the cumulative expense is calculated, representing the extent to which the vesting period
has expired and the Directors’ best estimate of the number of equity instruments that will ultimately vest on achievement or otherwise
of non-market conditions or, in the case of an instrument subject to a market condition, be treated as vested as described above.
The movement in the cumulative expense since the previous balance sheet date is recognised in the income statement, with the
corresponding increase in equity.
When the terms of an equity-settled award are modified, the minimum expense recognised is the grant date fair value of the
unmodified award, provided the original terms of the award are met. An additional expense, measured as at the date of modification,
is recognised for any modification that increases the total fair value of the share-based payment transaction, or is otherwise beneficial
to the employee.
Where an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any cost not yet recognised
in the income statement for the award is expensed immediately. This includes where non-vesting conditions within the control of
either the entity or the employee are not met. However, if a new award is substituted for the cancelled award and designated as a
replacement award on the date that it is granted, the cancelled and new awards are treated as if they were a modification of the
original award, as described in the previous paragraph. All cancellations of equity-settled transaction awards are treated equally.
Any compensation paid up to the fair value of the award at the cancellation or settlement date is deducted from equity, with any excess
over fair value being treated as an expense in the income statement.
52 WEEKS ENDED 26 DECEMBER 2021
NOTES TO THE GROUP FINANCIAL STATEMENTS CONTINUED
152 Domino’s Pizza Group plc
w) Discontinued operations and assets held for sale
A discontinued operation is a component of the Group’s business, the operations and cash flows of which can be clearly separated
from the rest of the Group and which represents a separate major line of business or geographic operation, is part of a single
co-ordinated plan to dispose of a separate major line of business or operations or is a subsidiary acquired exclusively with a view to
resale. Classification as a discontinued operation occurs at the earlier of the date of disposal or when the operation meets the criteria
to be classified as held for sale. Comparatives are re-presented accordingly.
Non-current assets or disposal groups are classified as held for sale if it is highly probable that they will be recovered through sale as
opposed to continuing use. These are measured at the lower of their carrying amount and fair value less cost to sell. Impairment losses
are recognised in the income statement.
x) Non-GAAP performance measures
In the reporting of financial information, the Group uses certain measures that are not required under IFRS. The Group believes that
these additional measures, which are used internally, are useful to the users of the financial statements in helping them understand
the underlying business performance, as defined in the key performance indicators section of the Strategic Report.
The principal non-GAAP measures the Group uses are underlying profit before interest and tax, underlying profit before tax,
underlying profit, underlying earnings per share and system sales. Underlying measures remove the impact of non-underlying items
from earnings and are reconciled to statutory measures; system sales measure the performance of the overall business, as defined in
the key performance indicators section of the strategic report.
These measures are used internally in setting performance-related remuneration and used by the Board in assessing performance and
strategic direction using a comparable basis. In the current year no costs associated with Covid-19 or Brexit have been included in
non-underlying measures.
While the disclosure of non-underlying items and system sales is not required by IFRS, these items are separately disclosed either as
memorandum information on the face of the income statement and in the segmental analysis, or in the notes to the financial statements
as appropriate. Non-underlying items include significant non-recurring items, disposal activity or items directly related to merger
and acquisition activity and related instruments. These items are not considered to be underlying by management due to quantum or
nature. Factors considered include items that are non-recurring, not part of the ordinary course of business or reduce understandability
of business performance. For a detailed description of items see note 7.
y) New standards interest rate benchmark reform
The Group has elected to early adopt amendments to IFRS 9, IAS 39, IFRS 7 and IFRS 16 Interest Rate Benchmark Reform – Phase 2 as
issued in August 2020. In accordance with the transition provisions, the amendments have been adopted retrospectively to hedging
relationships and financial instruments. Comparative amounts have not been restated, and there was no impact on the current period
opening reserves amounts on adoption. Phase 2 of the amendments requires that, for financial instruments measured using amortised
cost measurement (that is, financial instruments classified as amortised cost and debt financial assets classified as FVOCI), changes
to the basis for determining the contractual cash flows required by interest rate benchmark reform are reflected by adjusting their
effective interest rate. No immediate gain or loss has been recognised. These expedients are only applicable to changes that are
required by interest rate benchmark reform, which is the case if, and only if, the change is necessary as a direct consequence of
interest rate benchmark reform and the new basis for determining the contractual cash flows is economically equivalent to the
previous basis (that is, the basis immediately preceding the change). For more details see note 22.
z) New standards and interpretations not applied
At the date of authorisation of these financial statements, the following standards and interpretations that are relevant to the Group,
which have not been applied in these financial statements, were in issue but not yet effective.
Effective for periods
beginning on or after:
International Financial Reporting Standards (‘IFRSs’)
Covid-19 related Rent Concessions – Amendments to IFRS 16 1 April 2021
International Accounting Standards (‘IAS’)
Property, Plant and Equipment: Proceeds before intended use – Amendments to IAS 16 1 January 2022
Reference to the Conceptual Framework – Amendments to IFRS 3 1 January 2022
Classification of Liabilities as Current or Non-Current – Amendments to IAS 1 1 January 2023
Disclosure of Accounting Policies – Amendments to IAS 1 1 January 2023
Definition of Accounting Estimates – Amendments to IAS 1 1 January 2023
Deferred Tax related to Assets and Liabilities arising from a single transaction – Amendments to IAS 12 1 January 2023
None of the above standards are expected to have a material impact on the Group financial statements on application.
STRATEGIC REPORT
GOVERNANCEOVERVIEW FINANCIAL STATEMENTS
153Annual Report & Accounts 2021
3. SEGMENTAL INFORMATION
For management purposes, the Group is organised into two geographical business units based on the operating models of the
regions: the UK & Ireland operating more mature markets with a franchise model, limited corporate stores and investments held in our
franchisees, compared to International whose markets were at an earlier stage of development and which operated predominantly
as corporate stores. The International segment includes the legacy Germany and Switzerland holding companies; as well as Iceland,
Sweden and Switzerland operational entities up to their disposal date in 2021. The Norway operational entity was included to disposal
date in 2020. These are considered the Group’s operating segments as the information provided to the Executive Directors of the
Board, who are considered to be the chief operating decision makers, is based on these territories. The chief operating decision
makers review the segmental underlying EBIT results and the non-underlying items separately for the purpose of making decisions
about resource allocation and performance assessment. Revenue included in each segment includes all sales made to franchise stores
(royalties, sales to franchisees and rental income) and by corporate stores located in that segment.
The International operations in Sweden, Switzerland, Iceland and Norway which were held, up to disposal date, as discontinued under
IFRS 5: Non-current assets held for sale and discontinued operations, are presented as a separate segment. During the year, the Board
continued to monitor the trading performance of the businesses and therefore are still considered an operating segment. The results of
the German associate remain in continuing results and therefore are presented separately.
Unallocated assets include cash and cash equivalents and taxation assets. Unallocated liabilities include the bank revolving facility and
taxation liabilities.
At
26 December 2021
£m
At
27 December 2020
£m
Current tax assets 0.2 3.2
Cash and cash equivalents 42.8 71.8
Unallocated assets 43.0 75.0
Current tax liabilities – 0.8
Deferred tax liabilities 2.9 6.0
Bank revolving facility 242.5 243.6
Unallocated liabilities 245.4 250.4
Segment assets and liabilities
52 weeks ended 26 December 2021 52 weeks ended 27 December 2020
UK &
Ireland
£m
International
– continuing
£m
International
– discontinued
£m
Total
£m
UK &
Ireland
£m
International
– continuing
£m
International
–discontinued
£m
Total
£m
Segment assets
Segment current assets 64.1 – – 64.1 62.5 – 29.6 92.1
Segment non-current assets 350.1 – – 350.1 373.4 – – 373.4
Investment in associates
and joint ventures 23.8 28.9 – 52.7 13.9 25.5 – 39.4
Investments 12.1 – – 12.1 12.3 – – 12.3
Unallocated assets 43.0 75.0
Total assets 522.0 592.2
Segment liabilities
Liabilities 333.9 – 1.3 335.2 329.5 – 21.1 350.6
Unallocated liabilities 245.4 250.4
Total liabilities 580.6 601.0
Current assets and liabilities in the International segment include the assets and liabilities of the legacy Germany and Switzerland
holding companies including disposal groups held for sale as they relate to 2020.
52 WEEKS ENDED 26 DECEMBER 2021
NOTES TO THE GROUP FINANCIAL STATEMENTS CONTINUED
154 Domino’s Pizza Group plc
Segmental performance 2021
UK &
Ireland
£m
International
– continuing
£m
Total
underlying
£m
Non-
underlying
£m
Total
reported
£m
International
–
discontinued
£m
Total
Including
discontinued
operations
£m
Revenue
Sales to external customers 560.8 – 560.8 – 560.8 32.4 593.2
Segment revenue 560.8 – 560.8 – 560.8 32.4 593.2
Results
Underlying segment result before
associates and joint ventures 106.8 – 106.8 – 106.8 (1.5) 105.3
Share of profit of associates and
jointventures 6.0 5.0 11.0 – 11.0 – 11.0
Segment result 112.8 5.0 117.8 – 117.8 (1.5) 116.3
Other non-underlying items – – – (4.8) (4.8) (9.8) (14.6)
Other income 2.1 – 2.1 – 2.1 – 2.1
Profit/(loss) before interest and taxation 114.9 5.0 119.9 (4.8) 115.1 (11.3) 103.8
Net finance costs (6.0) – (6.0) 0.6 (5.4) (0.5) (5.9)
Profit/(loss) before taxation 108.9 5.0 113.9 (4.2) 109.7 (11.8) 97.9
Taxation (20.5) – (20.5) 1.5 (19.0) (0.6) (19.6)
Profit/(loss) for the period 88.4 5.0 93.4 (2.7) 90.7 (12.4) 78.3
Effective tax rate 18.8% – 18.0% 35.7% 17.3% 5.1% 20.0%
Other segment information
– Depreciation 11.5 – 11.5 – 11.5 – 11.5
– Amortisation 4.8 – 4.8 1.1 5.9 – 5.9
– Impairment 0.2 – 0.2 – 0.2 0.8 1.0
Total depreciation,
amortization andimpairment 16.5 – 16.5 1.1 17.6 0.8 18.4
EBITDA 131.4 5.0 136.4 (3.7) 132.7 (10.5) 122.2
Underlying EBITDA 131.4 5.0 136.4 – 136.4 (0.7) 135.7
Capital expenditure 13.6 – 13.6 – 13.6 0.7 14.3
Share-based payment charge 1.7 – 1.7 – 1.7 – 1.7
Revenue disclosures
Royalties, franchise fees and change
of hands fees 79.4 – 79.4 – 79.4 – 79.4
Sales to franchisees 374.9 – 374.9 – 374.9 – 374.9
Corporate store income 35.6 – 35.6 – 35.6 32.4 68.0
Property income on leasehold and
freehold property 0.6 – 0.6 – 0.6 – 0.6
National Advertising and
eCommerce income 70.3 – 70.3 – 70.3 – 70.3
Total segment revenue 560.8 – 560.8 – 560.8 32.4 593.2
Major customers and revenue by destination
Revenue from two franchisees individually totalled £105.1m (2020: £95.9m) and £99.9m (2020: £83.7m), within sales reported in the
UK& Ireland segment.
Analysed by origin, revenue from the UK was £532.8m (2020: £478.3m), with other significant countries being Ireland with revenue
of £28.0m (2020: £26.8m), Iceland with revenue of £12.7m (2020: £30.5m), Sweden with revenue of £2.9m (2020: £7.8m), Switzerland
with revenue of £16.8m (2020: £22.2m), and Norway with revenue of £nil (2020: £9.4m).
STRATEGIC REPORT
GOVERNANCEOVERVIEW FINANCIAL STATEMENTS
155Annual Report & Accounts 2021
3. SEGMENTAL INFORMATION CONTINUED
Segmental performance 2020
UK &
Ireland
£m
International
– continuing
£m
Total
underlying
£m
Non-
underlying
£m
Total
reported
£m
International –
discontinued
£m
Total
including
discontinued
operations
£m
Revenue
Sales to external customers 505.1 – 505.1 – 505.1 69.9 575.0
Segment revenue 505.1 – 505.1 – 505.1 69.9 575.0
Results
Underlying segment result before associates
and joint ventures 98.2 – 98.2 – 98.2 (10.1) 88.1
Share of profit of associates and joint ventures 4.8 4.7 9.5 – 9.5 – 9.5
Segment result 103.0 4.7 107.7 – 107.7 (10.1) 97.6
Other non-underlying items – – – (9.7) (9.7) (33.4) (43.1)
Other income 1.3 – 1.3 7.1 8.4 – 8.4
Profit/(loss) before interest and taxation 104.3 4.7 109.0 (2.6) 106.4 (43.5) 62.9
Net finance costs (7.8) – (7.8) 0.3 (7.5) (0.7) (8.2)
Profit/(loss) before taxation 96.5 4.7 101.2 (2.3) 98.9 (44.2) 54.7
Taxation (16.9) – (16.9) 0.2 (16.7) 1.7 (15.0)
Profit/(loss) for the period 79.6 4.7 84.3 (2.1) 82.2 (42.5) 39.7
Effective tax rate 17.5% – 16.7% 8.7% 16.9% 3.8% 2 7.4%
Other segment information
– Depreciation 11.5 – 11.5 – 11.5 2.9 14.4
– Amortisation 4.5 – 4.5 1.1 5.6 – 5.6
– Impairment 0.5 – 0.5 4.6 5.1 25.6 30.7
Total depreciation, amortization
and impairment 16.5 – 16.5 5.7 22.2 28.5 50.7
EBITDA 120.8 4.7 125.5 3.1 128.6 (15.0) 113.6
Underlying EBITDA 120.8 4.7 125.5 – 125.5 (4.2) 121.3
Capital expenditure 16.9 – 16.9 – 16.9 2.5 19.4
Share-based payment charge 1.4 – 1.4 – 1.4 – 1.4
Revenue disclosures
Royalties, franchise fees and change
of hands fees 70.2 – 70.2 – 70.2 0.3 70.5
Sales to franchisees 347.9 – 3 47.9 – 347.9 1.2 349.1
Corporate store income 32.2 – 32.2 – 32.2 68.3 100.5
Property income on leasehold and
freehold property 0.6 – 0.6 – 0.6 – 0.6
National Advertising and eCommerce income 54.2 – 54.2 – 54.2 0.1 54.3
Total segment revenue 505.1 – 505.1 – 505.1 69.9 575.0
52 WEEKS ENDED 26 DECEMBER 2021
NOTES TO THE GROUP FINANCIAL STATEMENTS CONTINUED
156 Domino’s Pizza Group plc
4. DISCONTINUED OPERATIONS
Discontinued operations consists of the legacy Germany and Switzerland holding companies and also consisted of the International
business disposal groups up to the date of disposal.
The disposal groups represented the operations in Sweden, Iceland, Switzerland and Norway. The operation in Norway was disposed
in the prior period, with the remaining entities disposed of in the current period, see note 28. These entities are included in the Group
result for the period up to disposal date. The operations met the criteria in IFRS 5: Non-current assets held for sale and discontinued
operations to be classified as assets held-for-sale. The operations additionally met the criteria for discontinued operations under the
standard. They were classified as held-for-sale and represented a separate major line of business and part of a single co-ordinated plan
to dispose.
Items related to these businesses are classified in discontinued operations, except for the movements in equity put options of Norway
and Sweden in the prior period, which were considered to be a Group liability and intercompany finance costs which offset against UK
intercompany finance income.
International central costs have been included in the discontinued operations and relate to the costs incurred by the Group in
management activities and other services for the discontinued operations, which are not considered to be continuing costs for theGroup.
The result of the disposal groups classified as discontinued operations are as follows:
52 weeks ended 26 December 2021 52 weeks ended 27 December 2020
Total trading
result
£m
Non-
underlying
costs
£m
Total
result from
discontinued
operations
£m
Total trading
result
£m
Non-
underlying
costs
£m
Total
result from
discontinued
operations
£m
Revenue 32.4 – 32.4 69.9 – 69.9
Cost of sales (24.4) – (24.4) (55.5) – (55.5)
Gross profit 8.0 – 8.0 14.4 – 14.4
Distribution costs (0.5) – (0.5) (0.8) – (0.8)
Administrative costs (9.0) (1.4) (10.4) (23.7) (24.2) (47.9)
Loss on disposals before
professional fees – (8.4) (8.4) – (9.2) (9.2)
Loss before interest and taxation (1.5) (9.8) (11.3) (10.1) (33.4) (43.5)
Finance costs (0.5) – (0.5) (0.7) – (0.7)
Loss before taxation (2.0) (9.8) (11.8) (10.8) (33.4) (44.2)
Taxation (0.6) – (0.6) (0.7) 2.4 1.7
Loss for the period (2.6) (9.8) (12.4) (11.5) (31.0) (42.5)
Segmental result by country
Segmental result
Iceland
£m
Switzerland
£m
Norway
£m
Sweden
£m
International
central costs
£m
Total trading
result
£m
52 weeks ended 26 December 2021 0.7 0.1 – (0.9) (1.4) (1.5)
52 weeks ended 27 December 2020 0.6 (1.5) (3.3) (4.5) (1.4) (10.1)
STRATEGIC REPORT
GOVERNANCEOVERVIEW FINANCIAL STATEMENTS
157Annual Report & Accounts 2021
4. DISCONTINUED OPERATIONS CONTINUED
Non-underlying costs presented in discontinued operations
In the 52 weeks ended 26 December 2021, non-underlying costs presented in discontinued operations relate to the disposal of Sweden,
Iceland and Switzerland. For Sweden there was £0.4m loss on disposal, after accounting for the net assets disposed and foreign
exchange recycled, and consideration paid. The loss primarily consisted of professional fees associated with the disposal. For Iceland
this consisted of £7.3m loss on disposal, after accounting for the net assets disposed and foreign exchange recycled, and consideration
received. The loss on Iceland includes £0.5m of professional fees associated with the disposal. For Switzerland this consisted of £2.1m
loss on disposal, after accounting for the net assets disposed and foreign exchange recycled, and consideration paid. The loss on
Switzerland includes £0.5m of professional fees associated with the disposal. Details relating to the disposals are set out in note 28.
In the 52 weeks ended 27 December 2020, non-underlying costs presented in discontinued operations relate to the disposal of Norway
(£10.8m loss on disposal) and impairments of International operations of £22.6m, as explained below.
Impairments – 2021: £nil, 2020: £22.6m
In 2020, a total impairment of £22.6m was recorded over the Group’s International operations, on a fair value less cost to dispose basis.
This consisted of an impairment of the Sweden operations of £8.1m and Iceland of £14.5m. In Sweden, an impairment of £8.1m was
recorded to reduce the asset base and was recorded against intangible assets £4.2m, tangible assets £1.2m and right of use assets
of £2.7m. In Iceland, an impairment of £14.5m was recorded to reduce the asset base and was recorded against goodwill £7.4m and
intangible assets £7.1m.
Earnings per share
The discontinued operations contributed a basic loss per share of 2.7p (2020: 8.9p) and a diluted loss per share of 2.6p (2020: 8.9p).
Cash flows generated from/(used in) discontinued operations
The cash flows from discontinued operations have been presented in combination with the cash flows from continuing operations on
the Group cash flow statement. The cash flows related to discontinued operations are as follows:
52 weeks ended
26 December 2021
£m
52 weeks ended
27 December 2020
£m
Net cash from operating activities 1.2 (4.1)
Net cash from investing activities (2.0) (5.8)
Net cash from financing activities (5.8) 13.4
Net cash flows for the period (6.6) 3.5
Disposal groups held for sale
The International operations represent disposal groups held for sale at the balance sheet date and have been classified accordingly in
the Group balance sheet, with a single line representing the assets of the disposal group held for sale and a single line representing the
liabilities of the disposal groups held for sale. Included in these amounts are the following:
52 weeks ended
26 December 2021
£m
52 weeks ended
27 December 2020
£m
Goodwill and Intangible assets – 10.5
Property, plant and equipment – 5.7
Lease receivables – 0.2
Right-of-use asset – 7.6
Trade and other receivables – 3.8
Inventories – 1.9
Cash and cash equivalents – 8.4
Assets held for sale – 38.1
Trade and other payables – 9.8
Lease liabilities – 10.5
Current tax liabilities – 0.8
Deferred tax liabilities – 2.4
Liabilities held for sale – 23.5
52 WEEKS ENDED 26 DECEMBER 2021
NOTES TO THE GROUP FINANCIAL STATEMENTS CONTINUED
158 Domino’s Pizza Group plc
Tax on discontinued operations
52 weeks ended
26 December 2021
£m
52 weeks ended
27 December 2020
£m
Tax charged/(credited) in the income statement
Current income tax:
Adjustments in respect of prior periods 0.5 –
Income tax on overseas operations 0.1 0.7
Total current income tax charge 0.6 0.7
Deferred tax:
Origination and reversal of temporary differences – (2.4)
Total deferred tax – (2.4)
Tax charge/(credit) in relation to discontinued operations 0.6 (1.7)
The tax charge/(credit) in relation to discontinued operations disclosed as follows:
Income tax charge/(credit) 0.6 (1.7)
The tax charge in relation to discontinued operations for the 52 weeks ended 26 December 2021 is lower (2020: lower) than the
statutory corporation tax rate of 19.0% (2020: 19.0%). The differences are reconciled as follows:
52 weeks ended
26 December 2021
£m
52 weeks ended
27 December 2020
£m
Loss before taxation (11.8) (44.2)
Accounting loss multiplied by the UK statutory rate of corporation tax of 19.0% (2020: 19.0%) (2.2) (8.4)
Expenses not deductible for tax purposes 2.2 4.0
Adjustments relating to prior periods 0.5 0.3
Overseas losses carried forward not recognised 0.1 2.6
Other – (0.1)
Tax rate differences – (0.1)
Total tax charge/(credit) reported in the income statement 0.6 (1.7)
Effective tax rate (%) (5.1%) 3.8%
5. GROUP PROFIT BEFORE INTEREST AND TAX
This is stated after charging/(crediting) (for both continuing and discontinued operations):
52 weeks ended
26 December 2021
£m
52 weeks ended
27 December 2020
£m
Depreciation of property, plant and equipment 5.0 8.2
Amortisation of intangible assets 5.9 5.6
Depreciation on right-of-use assets 6.5 6.2
Total depreciation and amortisation expense 17.4 20.0
Impairment loss recognised on property, plant and equipment 0.8 0.2
Impairment loss recognised on intangible assets 0.2 30.5
Total impairment loss recognised 1.0 30.7
Net foreign currency gain (0.5) (0.7)
Cost of inventories recognised as an expense 215.7 211.6
Gain on changes in fair value of financial instruments (1.8) (8.4)
STRATEGIC REPORT
GOVERNANCEOVERVIEW FINANCIAL STATEMENTS
159Annual Report & Accounts 2021
6. AUDITORS’ REMUNERATION
The Group paid the following amounts to its auditor in respect of the audit of the financial statements and for other services provided
to the Group:
52 weeks ended
26 December 2021
£m
52 weeks ended
27 December 2020
£m
Fees payable to the Group’s auditors’ for the audit of the Group and Company
annual accounts* 0.5 0.5
Fees payable to the Company’s auditors’ and its associates for other services:
Audit of the accounts of subsidiaries 0.3 0.3
Total audit fees 0.8 0.8
Other services 0.1 0.2
Total audit and non-audit fees 0.9 1.0
* Of which £25,000 (2020: £25,000) relates to the Company.
Other services in the period relate to the interim review performed at half year of £58k, assurance over ESG metrics of £45k and other
assurance services provided by PwC Iceland of £4k. The level of non-audit fees to audit fees is 13%.
7. RECONCILIATION OF NONGAAP MEASURES
52 weeks ended
26 December 2021
£m
52 weeks ended
27 December 2020
£m
Underlying profit for the period 93.4 84.3
Non-underlying loss for the period from continuing operations (2.7) (2.1)
Loss from discontinued operations (12.4) (42.5)
Profit for the period 78.3 39.7
Non-underlying items
52 weeks ended
26 December 2021
£m
52 weeks ended
27 December 2020
£m
Included in administrative costs:
– Legal and professional fees a) (1.2) (3.5)
– Amortisation of London corporate stores b) (1.1) (1.1)
– Reversionary share scheme c) (2.2) –
(4.5) (4.6)
Included in other expenses:
– eCommerce asset impairment d) – (4.6)
– Market Access Fee f) (0.3) –
(0.3) (4.6)
Included in share of post-tax profits of associates and joint ventures
– German associate store conversion costs e) – (0.5)
– (0.5)
Included in other income:
– Market Access Fee f) – 7.1
– 7.1
Included in profit before interest and taxation (4.8) (2.6)
Included within net finance cost:
– Market Access Fee f) 0.6 0.3
Included in profit before taxation (4.2) (2.3)
– Taxation g) 1.5 0.2
Included in profit for the period from continuing operations (2.7) (2.1)
Loss for the period from discontinued operations h) (12.4) (42.5)
Included in profit/(loss) for the period (15.1) (44.6)
52 WEEKS ENDED 26 DECEMBER 2021
NOTES TO THE GROUP FINANCIAL STATEMENTS CONTINUED
160 Domino’s Pizza Group plc
a) Legal and professional fees
Legal and professional fees of £1.2m (2020: £3.5m) have been incurred of which £0.9m (2020: £2.4m) relates to the establishment
of our long-term strategic plan in the early part of the year which was announced in March 2021 and has now been completed. An
additional £0.3m (2020: £1.3m) relates to the disposal of the International operations. The costs recognised in relation to the disposal
of international operations relate to professional fees for the marketing of the operations up to the point at which an agreement was
reached, at which point remaining costs with the disposal are recognised as part of the loss on disposal in discontinued operations.
b) Amortisation of London corporate stores
During the period amortisation of acquired intangibles of £1.1m (2020: £1.1m) was incurred in relation to the SFA recognised on the
acquisition of the London corporate stores and Have More Fun (London) Limited. This is considered to be non-underlying as the Group
has a policy of franchise agreements having an indefinite life, however the SFA is deemed to be a re-acquired right under IFRS 3 which
requires such rights to be amortised.
(c) Reversionary share scheme
A cost of £2.2m (2020: £nil) has been recorded in the period in relation to the reversionary share scheme. Of this amount, £2.0m
relates to an increase in the provision previously recorded in 2017, and £0.2m relates to professional fees. The provision has increased
as a result of potential exposures around the tax treatment of employee options which vested during 2013 following continued
correspondence with HMRC around the treatment of the historical awards.
d) eCommerce asset impairment
No charge has been recorded in non-underlying results relation to the eCommerce asset during the current period.
In the prior period, an impairment of £4.6m was recorded in relation to assets capitalised during the development of the new
eCommerce platform, following an impairment review performed. Commencing in 2018 and through early 2020, the Group began
development of a replacement to the current eCommerce platform and capitalised a total of £4.6m of development costs, both in
internal staff costs and external development costs. Following a review in 2020, a decision was made to change the strategic direction
of the platform development, and due to the nature of the new direction, the development work performed up until 2020 was no longer
considered viable and has therefore been impaired. We consider this to be a non-underlying charge given the significance of the cost
and the impairment being one-off in nature.
e) German associate store conversion costs
During the period, no further costs have been recorded in relation to the German associate store conversion costs.
Costs of £0.5m were incurred in the prior period relating to the conversion of the Hallo Pizza stores acquired in Germany which
were acquired by the German associate in January 2018. These conversion costs have been reported to us as non-underlying and we
consider the treatment to be consistent with the approach we previously adopted for the conversion of acquired stores.
f) Market Access Fee
A loss of £0.3m has been recorded following changes in fair valuation of the Market Access Fee relating to the German associate
(2020: gain of £7.1m). The decrease in valuation is following the trading performance in 2021, which determines the level of income
received under the instrument. The Market Access Fee is now receivable and no further movements are expected to be recorded.
The amount recorded in net finance costs of £0.6m (2020: £0.3m) represents the unwind of the discount of the fair value and
foreign exchange movements. The impact of revaluation of the Market Access Fee is not considered to be ordinary trading for
the Group. In the event that we receive any material capital sum for deferred consideration on any business, it would equally
be treated as non-underlying.
g) Taxation
The tax charge of £1.5m (2020: £0.2m) relates to the non-underlying net loss before taxation of £4.2m (2020: £2.3m) and the
effective tax rate of 35.7% (2020: 8.7%) is higher than the statutory rate of 19.0% (2020: 19.0%). The effective tax rate may differ
from the statutory tax rate due to the tax treatment of certain fair value gains and the treatment of disallowed items. Taxation on the
items considered to be non-underlying is also treated as non-underlying where it can be identified in order to ensure consistency
of treatment with the item to which it relates. The creation and revaluation of deferred tax assets are treated consistently with the
treatment adopted when the asset was created.
h) Loss for the period from discontinued operations
The loss of £12.4m (2020: £42.5m) represents the post-tax result of the International operations of Switzerland, Sweden and Iceland
(including Norway in 2020), consisting of a trading loss of £1.5m (2020: £10.1m), interest costs of £0.5m (2020: £0.7m), loss on disposal
of international operations, primarily consisting of foreign exchange losses recycled and professional fees, of £9.8m (2020: £33.4m
loss on disposal and impairments) and a tax charge of £0.6m (2020: credit of £1.7m). The detail of the disposals is set out in note 28 and
the rationale for the prior year impairments is set out in note 4.
From 2022 onwards, we currently expect none of the above items will be classified as non-underlying, subject to any material provision
reversals or changes which are considered significant enough to consider separate disclosure, such as material profit or loss from
business acquisitions or disposals.
STRATEGIC REPORT
GOVERNANCEOVERVIEW FINANCIAL STATEMENTS
161Annual Report & Accounts 2021
8. EMPLOYEE BENEFITS AND DIRECTORS’ REMUNERATION
a) Employee benefits expense
Continuing
operations
£m
Discontinued
operations
£m
52 weeks ended
26 December 2021
£m
Wages and salaries 61.5 13.2 74.7
Social security costs 6.4 1.3 7.7
Other pension costs 1.2 0.9 2.1
Share-based payment charge 1.7 – 1.7
Total 70.8 15.4 86.2
Continuing
operations
£m
Discontinued
operations
£m
52 weeks ended
27 December 2020
£m
Wages and salaries 54.4 31.2 85.6
Social security costs 4.7 2.4 7.1
Other pension costs 1.5 2.1 3.6
Share-based payment charge 1.4 – 1.4
Total 62.0 35.7 97.7
For details of amounts relating to current and former Directors’, refer to the Directors’ remuneration report on pages 96 to 118.
The average monthly number of employees during the year of the Group including subsidiaries and excluding associates and joint
ventures was made up as follows:
52 weeks ended
26 December 2021
Number
52 weeks ended
27 December 2020
Number
Administration 378 370
Production and distribution 561 538
Corporate stores 1,308 2,403
Total (including discontinued operations) 2,247 3,311
Continuing operations 1,559 1,541
Discontinued operations 688 1,770
Total 2,247 3,311
b) Directors’ remuneration
52 weeks ended
26 December 2021
£m
52 weeks ended
27 December 2020
£m
Directors’ remuneration 2.9 2.7
Aggregate contributions to defined contribution pension schemes – –
Number of Directors accruing benefits under:
– defined contribution schemes 1 1
Additional information regarding Directors’ remuneration is included in the Directors’ remuneration report on pages 96 to 118.
52 WEEKS ENDED 26 DECEMBER 2021
NOTES TO THE GROUP FINANCIAL STATEMENTS CONTINUED
162 Domino’s Pizza Group plc
9. FINANCE INCOME
Underlying
£m
Non-underlying
£m
52 weeks ended
26 December 2021
£m
Other interest receivable 0.1 – 0.1
Interest on loans to associates and joint ventures 0.4 – 0.4
Discount unwind – 1.0 1.0
Interest receivable on leases 12.6 – 12.6
Total finance income 13.1 1.0 14.1
Underlying
£m
Non-underlying
£m
52 weeks ended
27 December 2020
£m
Other interest receivable 0.4 – 0.4
Interest on loans to associates and joint ventures 0.5 – 0.5
Discount unwind – 0.7 0.7
Interest receivable on leases 12.8 – 12.8
Total finance income 13.7 0.7 14.4
The discount unwind relates to the unwind of the fair value of the Market Access Fee as described in note 26.
10. FINANCE COSTS
Underlying
£m
Non-underlying
£m
52 weeks ended
26 December 2021
£m
Bank revolving credit facility interest payable 4.8 – 4.8
Discount unwind 0.1 – 0.1
Interest payable on leases 13.9 – 13.9
Foreign exchange 0.3 0.4 0.7
Total finance costs 19.1 0.4 19.5
Underlying
£m
Non-underlying
£m
52 weeks ended
27 December 2020
£m
Bank revolving credit facility interest payable 6.7 – 6.7
Other interest payable 0.1 – 0.1
Discount unwind – 0.1 0.1
Interest payable on leases 14.3 – 14.3
Foreign exchange 0.4 0.3 0.7
Total finance costs 21.5 0.4 21.9
Finance costs relate to financial liabilities at amortised cost.
STRATEGIC REPORT
GOVERNANCEOVERVIEW FINANCIAL STATEMENTS
163Annual Report & Accounts 2021
11. TAXATION
a) Tax on profit from continuing operations
52 weeks ended
26 December 2021
£m
52 weeks ended
27 December 2020
£m
Tax charged in the income statement
Current income tax:
UK corporation tax:
– current period 18.6 14.4
– adjustment in respect of prior periods – (1.3)
18.6 13.1
Income tax on overseas operations 0.7 0.7
Total current income tax charge 19.3 13.8
Deferred tax:
Origination and reversal of temporary differences (0.9) 2.5
Effect of change in tax rate 0.8 0.2
Adjustment in respect of prior periods (0.2) 0.2
Total deferred tax (0.3) 2.9
Tax charge in the income statement 19.0 16.7
The tax charge in the income statement is disclosed as follows:
Income tax charge 19.0 16.7
Tax relating to items credited/(charged) to equity
Reduction in current tax liability as a result of the exercise of share options 0.2 –
Rate change differences in relation to deferred tax on unexercised share options 0.1 0.1
Origination and reversal of temporary differences in relation to unexercised share options 0.2 (0.2)
Tax credit/(charge) in the Group statement of changes in equity 0.5 (0.1)
There is no tax impact in relation to the foreign exchange differences in the statement of comprehensive income.
b) Reconciliation of the total tax charged to continuing operations
The tax charge in the income statement for the 52 weeks ended 26 December 2021 is lower (2020: lower) than the statutory
corporation tax rate of 19.0% (2020: 19.0%). The differences are reconciled below:
52 weeks ended
26 December 2021
£m
52 weeks ended
27 December 2020
£m
Profit before taxation 109.7 98.9
Accounting profit before taxation multiplied by the UK statutory rate of
corporation tax of 19.0% (2020: 19.0%) 20.8 18.8
Expenses not deductible for tax purposes 0.3 0.5
Income not taxable (0.4) –
Share of joint venture and associates’ results not taxable (2.1) (1.7)
Accounting depreciation not eligible for tax purposes 0.4 0.4
Adjustments relating to prior periods (0.2) (1.1)
Other (0.2) –
Tax rate differences 0.4 (0.2)
Total tax charge reported in the income statement 19.0 16.7
Effective tax rate (%) 17.3% 16.9%
Underlying effective tax rate (%) 18.0% 16.7%
The Finance Act 2021, which received Royal Assent on 10 June 2021, increased the corporation tax rate from 19% to 25% from 1 April 2023.
Where deferred tax assets and liabilities are expected to unwind after 1 April 2023, they have been revalued to reflect the rate change.
52 WEEKS ENDED 26 DECEMBER 2021
NOTES TO THE GROUP FINANCIAL STATEMENTS CONTINUED
164 Domino’s Pizza Group plc
c) Temporary differences associated with Group investments
At 26 December 2021, there was no recognised deferred tax liability (2020: £nil) for taxes that would be payable on the unremitted
earnings of the Group’s subsidiaries, or its associates, as there are no corporation tax consequences of the Group’s UK, Irish or
overseas subsidiaries or associates paying dividends to their parent companies. There are also no income tax consequences for the
Group attaching to the payment of dividends by the Group to its shareholders.
d) Deferred tax
The deferred tax included in the balance sheet is as follows:
At 26 December 2021
£m
At 27 December 2020
£m
Deferred tax arising in the UK on non-capital items (2.2) (2.8)
Deferred tax arising on other overseas subsidiaries – (0.3)
Deferred tax arising on business combinations and acquired assets (0.7) (2.9)
Deferred tax (2.9) (6.0)
Represented as:
Deferred tax liabilities – Non-current (2.5) (3.6)
Deferred tax liabilities – Current (0.4) –
Deferred tax liabilities within liabilities held for sale – (2.4)
(2.9) (6.0)
At 26 December 2021
£m
At 27 December 2020
£m
Gross movement in the deferred income tax account
Opening balance (3.6) (0.6)
Tax credit/(charge) to equity 0.4 (0.1)
Income statement credit/(charge) 0.3 (2.9)
Closing balance (2.9) (3.6)
Deferred tax arising in the UK on non-capital items
Share-based
payments
£m
Accelerated
capital
allowances
£m
Provisions
£m
Reversionary
interests
£m
Total
£m
At 29 December 2019 1.6 (2.7) (0.5) 1.9 0.3
Charge to equity 0.2 – – – 0.2
(Charge)/credit to income (0.4) (1.4) (1.7) 0.2 (3.3)
At 27 December 2020 1.4 (4.1) (2.2) 2.1 (2.8)
Credit to equity 0.3 – – – 0.3
(Charge)/credit to income 0.3 (2.7) 1.5 1.2 0.3
At 26 December 2021 2.0 (6.8) (0.7) 3.3 (2.2)
In the prior period, the Group had trading tax losses of £25.5m which arose in relation to its Swiss business which were available to
carry forward to offset against future taxable profits in Switzerland. No deferred tax asset was recognised in relation to these trading
losses in Switzerland on the basis they were not considered to be recovered in the foreseeable future.
In the prior period, the Group had tax losses of £11.7m which arose in relation to its Swedish business which were available to carry
forward to offset against future taxable profits in Sweden. No deferred tax asset was recognised in relation to these trading losses
in Sweden on the basis they were not considered to be recovered in the foreseeable future.
STRATEGIC REPORT
GOVERNANCEOVERVIEW FINANCIAL STATEMENTS
165Annual Report & Accounts 2021
12. EARNINGS PER SHARE
Basic earnings per share amounts are calculated by dividing profit for the year attributable to ordinary equity holders of the parent
by the weighted average number of Ordinary shares outstanding during the year.
Diluted earnings per share is calculated by dividing the profit attributable to ordinary equity holders of the parent by the weighted
average number of Ordinary shares outstanding during the year plus the weighted average number of Ordinary shares that would
have been issued on the conversion of all dilutive potential Ordinary shares into Ordinary shares.
Earnings
52 weeks ended 26 December 2021
£m
52 weeks ended 27 December 2020
£m
Profit/(loss)
after tax for
the period
Adjust
for non-
controlling
interest
Attributable
to equity
holders of
the parent
Profit/(loss)
after tax for
the period
Adjust
for non-
controlling
interest
Attributable
to equity
holders of
the parent
Continuing and discontinued operations 78.3 – 78.3 39.7 1.4 41.1
Discontinued operations 12.4 – 12.4 42.5 (1.4) 41.1
Continuing operations 90.7 – 90.7 82.2 – 82.2
Adjustments for underlying earnings per share:
Continuing operations 90.7 – 90.7 82.2 – 82.2
– Included in profit after tax –
other non-underlying items 2.7 – 2.7 2.1 – 2.1
Underlying profit after tax attributable
to owners of the parent 93.4 – 93.4 84.3 – 84.3
Weighted average number of shares
At 26 December 2021
Number
At 27 December 2020
Number
Basic weighted average number of shares (excluding treasury shares) 459,234,086 461,992,362
Dilutive effect of share options and awards 2,434,861 3,391,802
Diluted weighted average number of shares 461,668,947 465,384,164
The performance conditions relating to share options granted over 1,486,022 shares (2020: 3,672,670) have not been met in the current
financial period and therefore the dilutive effect of the number of shares which would have been issued at the period end has not been
included in the diluted earnings per share calculation.
There are no share options excluded from the diluted earnings per share calculation because they would be antidilutive (2020: nil).
See note 2 for further information on reversionary interests and share options.
Earnings per share
52 weeks ended
26 December 2021
52 weeks ended
27 December 2020
Continuing operations
Basic earnings per share 19.8p 17.8p
Diluted earnings per share 19.6p 17.7p
Underlying earnings per share:
Basic earnings per share 20.3p 18.2p
Diluted earnings per share 20.2p 18.1p
Continuing and discontinued operations
Basic earnings per share 17.1p 8.9p
Diluted earnings per share 17.0p 8.8p
52 WEEKS ENDED 26 DECEMBER 2021
NOTES TO THE GROUP FINANCIAL STATEMENTS CONTINUED
166 Domino’s Pizza Group plc
13. DIVIDENDS PAID AND PROPOSED
52 weeks ended
26 December 2021
£m
52 weeks ended
27 December 2020
£m
Declared and paid during the period:
Equity dividends on Ordinary shares:
Final dividend for 2020: 9.10p (2019: nil) 42.3 –
Interim dividend for 2021: 3.0p (2020: 5.56p) 13.7 25.6
Dividends paid 56.0 25.6
Proposed for approval by shareholders at the AGM
(not recognised as a liability at 26 December 2021 or 27 December 2020)
Final dividend for 2021: 6.8p (2020: 9.10p) 30.4 42.6
The proposed final dividend for 2019 was suspended and not tabled at the AGM. The 2019 final dividend was deferred until September
2020. The interim dividend payment made in September 2020 of 5.56p is consistent with the original value announced, but not paid,
for the final dividend for 2019. The proposed final dividend for the period is 6.8p per share, if approved, the total dividend for the full
financial year will be 9.8p per share.
14. INTANGIBLE ASSETS
Goodwill
£m
Franchise fees
£m
Software
£m
Other
£m
Total
£m
Cost or valuation
At 29 December 2019 31.9 8.3 45.0 0.8 86.0
Additions – – 6.5 – 6.5
At 27 December 2020 31.9 8.3 51.5 0.8 92.5
Additions – – 7.7 – 7.7
At 26 December 2021 31.9 8.3 59.2 0.8 100.2
Accumulated amortisation and impairment
At 29 December 2019 18.6 3.2 29.4 0.3 51.5
Provided during the year – 1.1 4.5 – 5.6
Impairment – – 4.9 – 4.9
At 27 December 2020 18.6 4.3 38.8 0.3 62.0
Provided during the year – 1.1 4.7 0.1 5.9
Impairment – – 0.2 – 0.2
At 26 December 2021 18.6 5.4 43.7 0.4 68.1
Net book value at 26 December 2021 13.3 2.9 15.5 0.4 32.1
Net book value at 27 December 2020 13.3 4.0 12.7 0.5 30.5
During prior periods, the Group made a number of acquisitions, recognising intangible assets at fair value and goodwill at cost.
This included the MFAs for Iceland, Norway, and Sweden and the SFA for the London corporate stores. During the current and
prior period the MFAs for Iceland, Sweden and Norway were disposed of.
At 26 December 2021 the net book value of internally generated intangibles included within software was £7.2m (2020: £5.3m).
Internally generated intangibles included within software additions during the year was £4.5m (2020: £5.0m).
STRATEGIC REPORT
GOVERNANCEOVERVIEW FINANCIAL STATEMENTS
167Annual Report & Accounts 2021
14. INTANGIBLE ASSETS CONTINUED
The carrying amount of goodwill and indefinite life intangibles has been allocated as follows:
At 26 December 2021
£m
At 27 December 2020
£m
Goodwill
UK corporate stores 13.3 13.3
13.3 13.3
Indefinite life intangibles
Iceland* – 8.2
– 8.2
13.3 21.5
* Included within assets held for sale.
Impairment reviews
The Group is obliged to test goodwill and indefinite life intangibles annually for impairment, or more frequently if there are indications
that goodwill and indefinite life intangibles might be impaired.
In performing these impairment tests, management is required to compare the carrying value of the assets of a Cash Generating Unit
(‘CGU’), including goodwill and indefinite life intangibles, with their estimated recoverable amount. The recoverable amounts of an
asset being the higher of its fair value less costs to sell and value in use. Management consider the different nature of the Group’s
operations to determine the appropriate methods for assessing the recoverable amounts of the assets of a CGU. When testing goodwill
for impairment, the goodwill is allocated to the CGU or group of CGUs that were expected to benefit from the synergies of the business
combination from which it first arose.
UK corporate stores
An impairment review has been performed over the goodwill and intangible assets attributable to the Group’s UK corporate store
business, within the UK & Ireland operating segment. The impairment review has been based on the value in use of the overall UK
corporate store group of cash generating units, which comprises the businesses acquired with Sell More Pizza in 2017 and Have
More Fun in 2018. In assessing value in use, the impairment review draws on the Group’s five-year plan. The corporate store business
performed broadly in line with the budgeted EBITDA performance in 2021. This is forecast to decrease in 2022 due to the impact of
price related changes as a result of VAT rate changes, which has been included in the impairment review. Other key assumptions in the
cash flow projections are those regarding revenue growth and EBITDA margins, which include food cost inflation, labour inflation and
expected productivity gains. In accordance with IAS 36, future new store openings are only included in the projections for impairment
purposes if they are committed to at the point of carrying out the review. Capital expenditure is forecast in the projections for store
refits and other capital expenditure outside of store openings. This considers the impact of any necessary changes to make the
business model more sustainable including, eBikes and energy efficiency measures.
Long-term growth rates are set no higher than the long-term economic growth projections of the UK, which is where the business
operates. Management applies pre-tax discount rates in the value in use estimation that reflect current market assessments of the time
value of money and the risks specific to the CGUs and businesses under review. The discount rates and long-term growth rates applied
in the annual impairment reviews conducted in the current and prior year, are as follows:
Long-term growth rate Discount rate
At 26 December 2021 At 27 December 2020 At 26 December 2021 At 27 December 2020
UK corporate stores 2.0% 2.0% 9.3% 8.9%
For the year ended 26 December 2021 no impairment has been recognised against the goodwill allocated to the corporate stores
(2020: £nil).
52 WEEKS ENDED 26 DECEMBER 2021
NOTES TO THE GROUP FINANCIAL STATEMENTS CONTINUED
168 Domino’s Pizza Group plc
The forecast for the London corporate stores assumes no store openings over the forecast period and includes an initial revenue
decrease in 2022 due to pricing of 4%, followed by revenue growth assumptions between 2% and 3% over the remaining term of the
five-year period. All revenue growth is on a like for like basis. Growth in future years is based on the long-term growth rate of 2.0%.
The key assumptions within the forecast is a decrease in revenue in 2022 due to VAT rate changes; as well as the ability to drive down
costs through operational efficiencies and tighter control over operating costs. The valuation based on the current five-year plan
results in a recoverable amount of £28.8m, with the asset base being £18.7m, headroom of £10.1m is available. Sensitivity analysis
has been performed to highlight the impact of assumptions and key sensitivities in isolation and in combination:
•
A 100bps decrease in revenue growth would reduce the headroom to £7.9m.
•
A 100bps increase in food cost percentage would reduce the headroom to £5.2m.
•
A 100bps increase in the forecast food cost and a 100bps increase in the forecast labour cost would reduce the headroom to £7.0m.
•
A 100bps increase in the discount rate reduces headroom to £6.6m.
Given the maturity of the business and the improvements in cost control and operational efficiencies we have seen since acquisition
we believe the further cost control and efficiencies are achievable. Based on the forecast revenue, EBITDA margins would have to
decrease from 6.73%, by more than 205bps, to 4.68% throughout the forecast to trigger an impairment.
Master franchise fees
Master franchise fees consist of costs relating to the MFA for UK, Ireland, Switzerland, Iceland, Norway and Sweden. Each MFA
is treated as having an indefinite life. They are tested annually for impairment in accordance with IAS 36. The MFAs relating to
Switzerland, Iceland, Sweden and Norway have been disposed of in the current and prior period. The assumptions underlying
the tests on the UK & Ireland MFAs are not disclosed as the carrying value is not material.
Standard Franchise Agreements
The SFAs were recognised at fair value on acquisition of the UK corporate store portfolio in 2017 and 2018 and, as reacquired assets,
are being amortised over their remaining contractual life. The net book value of SFAs at 26 December 2021 is £2.9m (2020: £4.0m).
The SFAs attributable to the UK corporate stores business are tested for impairment in tandem with the goodwill and other intangible
assets attributable to that business, as described above.
The amortisation of intangible assets is included within administration expenses in the income statement.
15. PROPERTY, PLANT AND EQUIPMENT
Freehold
land and
buildings
£m
Assets under
construction
£m
Leasehold
improvements
£m
Fixtures and
fittings
£m
Supply
chain centre
equipment
£m
Store
equipment
£m
Total
£m
Cost or valuation
At 29 December 2019 53.3 0.3 0.7 4.7 51.8 5.2 116.0
Additions – 8.9 – 0.4 1.4 0.9 11.6
Foreign exchange on translation 0.1 – – – 0.1 – 0.2
Transfer between classes of asset 5.2 – – – (5.2) – –
At 27 December 2020 58.6 9.2 0.7 5.1 48.1 6.1 127.8
Additions – 2.0 – 0.6 1.7 0.3 4.6
Foreign exchange on translation (0.1) – – – (0.1) – (0.2)
Transfer between classes of asset 6.1 (7.8) – 0.4 1.3 – –
At 26 December 2021 64.6 3.4 0.7 6.1 51.0 6.4 132.2
Depreciation and impairment
At 29 December 2019 9.0 – 0.1 1.9 18.1 2.1 31.2
Provided during the year 0.8 – 0.1 0.8 2.4 1.2 5.3
Impairment – – – – – 0.2 0.2
Transfer between classes of asset 1.1 – – – (1.1) – –
At 27 December 2020 10.9 – 0.2 2.7 19.4 3.5 36.7
Provided during the year 1.0 – 0.1 0.9 2.3 0.7 5.0
Foreign exchange on translation 0.1 – – – 0.1 – 0.2
At 26 December 2021 12.0 – 0.3 3.6 21.8 4.2 41.9
Net book value at 26 December 2021 52.6 3.4 0.4 2.5 29.2 2.2 90.3
Net book value at 27 December 2020 47.7 9.2 0.5 2.4 28.7 2.6 91.1
STRATEGIC REPORT
GOVERNANCEOVERVIEW FINANCIAL STATEMENTS
169Annual Report & Accounts 2021
15. PROPERTY, PLANT AND EQUIPMENT CONTINUED
During the current period, assets under construction of £3.4m relate to cages and dollies, the expansion of the Naas Commissary and
supply chain equipment.
During the prior period, assets under construction amounting £9.2m related to the new Cambuslang site, the expansion of the Naas
Commissary, supply chain equipment and the Head Office refurbishment.
In the prior period, assets related to improvements to the supply chain centre building have been reclassified from supply chain centre
equipment to freehold land and buildings as this more accurately reflects the nature of these assets.
Freehold land and buildings
Included within freehold land and buildings is an amount of £6.0m (2020: £6.0m) in respect of land which is not depreciated.
Capitalised financing costs
There were no borrowing costs capitalised during the period ended 26 December 2021 (2020: £nil).
16. RIGHTOFUSE ASSETS, LEASE RECEIVABLES AND LEASE LIABILITIES
Right-of-use assets
The net book value of right-of use assets as at 26 December 2021 were as follows:
At 26 December 2021
£m
At 27 December 2020
£m
Property 11.8 12.8
Equipment 7.6 7.3
19.4 20.1
Additions to right-of-use assets during 2021 were £5.9m (2020: £6.4m).
Depreciation recognised on right-of-use assets was as follows:
At 26 December 2021
£m
At 27 December 2020
£m
Property 1.1 1.1
Equipment 5.4 5.1
6.5 6.2
Lease receivables
The below table shows the maturity analysis of lease receivables on an undiscounted basis, and the impact of discounting:
Undiscounted amounts due under finance leases:
At 26 December 2021
£m
At 27 December 2020
£m
Year 1 26.3 25.9
Year 2 25.6 25.6
Year 3 24.9 24.7
Year 4 24.2 23.9
Year 5 23.2 23.2
Onwards 170.7 180.3
Total undiscounted lease receivables 294.9 303.6
Less present value discount (93.7) (98.9)
Lease receivables included in the balance sheet 201.2 204.7
Presented as:
Current 13.7 13.2
Non-current 187.5 191.5
201.2 204.7
The lease receivable has decreased from £204.7m to £201.2m due to additions of new leases of £10.7m and interest receivable of
£12.6m, offset with receipts of £26.2m and foreign exchange losses of £0.6m. The Group applies the simplified model in accordance
with IFRS 9 to recognise lifetime expected credit losses on lease receivables. The value of the expected credit losses on lease
receivables is not material, based on the strong business model for franchisees and their underlying profitability.
52 WEEKS ENDED 26 DECEMBER 2021
NOTES TO THE GROUP FINANCIAL STATEMENTS CONTINUED
170 Domino’s Pizza Group plc
Lease liabilities
The below table shows the maturity analysis of lease liabilities on an undiscounted basis, and the impact of discounting:
Undiscounted amounts due under finance leases:
At 26 December 2021
£m
At 27 December 2020
£m
Year 1 32.3 32.3
Year 2 28.9 29.6
Year 3 27.5 26.6
Year 4 26.8 25.4
Year 5 25.0 24.7
Onwards 181.8 193.2
Total undiscounted lease liabilities 322.3 331.8
Less present value discount (99.7) (105.3)
Lease liabilities included in the balance sheet 222.6 226.5
Presented as:
Current 19.3 17.8
Non-current 203.3 208.7
222.6 226.5
The lease liability has decreased from £226.5m to £222.6m due to additions of £16.8m and interest charges of £13.9m, offset with
repayments of £33.8m and foreign exchange losses of £0.6m. The overall net lease liability has decreased from £21.8m to £22.0m,
as the level of repayments of lease liabilities and receipts on lease receivables for our back-to-back property leases has remained
consistent, and lease payments on our properties and equipment leases were offset with additions and interest charges.
Amounts recognised in the income statement
52 weeks ended
26 December 2021
£m
52 weeks ended
27 December 2020
£m
Interest received on lease receivables 12.6 12.8
Interest paid on lease liabilities (13.9) (14.3)
Income relating to short term leases 0.5 0.6
Expenses relating to short term leases – property (0.3) (0.3)
Expenses relating to short term leases – equipment (3.3) (2.6)
17. TRADE AND OTHER RECEIVABLES
Included in non-current assets:
At 26 December 2021
£m
At 27 December 2020
£m
Amounts owed by associates and joint ventures* 10.8 16.8
Loans to franchisees* 2.0 3.1
Other receivables* 1.2 1.3
14.0 21.2
* Financial assets at amortised cost.
Included in current assets:
At 26 December 2021
£m
At 27 December 2020
£m
Trade receivables* 10.7 12.4
Amounts owed by associates and joint ventures* 1.7 0.6
Loans to franchisees* 0.5 –
Other receivables* 1.8 1.2
Prepayments 4.6 2.6
Accrued income 15.0 19.4
34.3 36.2
* Financial assets at amortised cost.
STRATEGIC REPORT
GOVERNANCEOVERVIEW FINANCIAL STATEMENTS
171Annual Report & Accounts 2021
17. TRADE AND OTHER RECEIVABLES CONTINUED
Included in current other receivables are balances due from franchisees for development of new stores and refurbishment of existing
stores of £0.8m (2020: £0.7m).
The increase in prepayments during the current year primarily relates to cash timing differences year-on-year. The decrease in accrued
income is due to a timing difference in relation to eCommerce cash receipts from our payment providers which resulted from the
timing of public holidays around the balance sheet date.
Trade receivables
Trade receivables are denominated in the following currencies:
At 26 December 2021
£m
At 27 December 2020
£m
Sterling 10.0 11.8
Euro 0.7 0.6
10.7 12.4
Trade receivables are non-interest bearing and are generally on seven to 28 day terms. As at 26 December 2021, there was a provision
of £0.8m against trade receivables (2020: £0.7m).
The ageing analysis of trade receivables is as follows:
Total
£m
Not past due
£m
Past due
<30 days
£m
>30 days
£m
At 26 December 2021 10.7 10.4 0.2 0.1
At 27 December 2020 12.4 12.0 0.3 0.1
Loans to franchisees
Loans to franchisees are repayable within one to 10 years. The loans are either interest free or bear interest on a quarterly basis at an
average of 3.0% above the base rate and are repaid in monthly or quarterly instalments.
Amounts owed by associates and joint ventures
At 26 December 2021
£m
At 27 December 2020
£m
Amounts owed by associates 11.8 17.1
Amounts owed by joint ventures 0.7 0.3
12.5 17.4
Included within the balance due from joint ventures and associates is a loan balance of £10.8m (2020: £16.8m) due from Daytona JV
Limited, trading balances of £1.0m (2020: £0.3m) due from Full House Restaurants Holdings Limited and £0.7m due from Domino’s
Pizza West Country Limited (2020: £0.3m).
Under the terms of the loan agreement, the loan to Daytona JV Limited accrues interest at between 2.7% and 3.0% per annum and is
payable quarterly in arrears. The loan is repayable on 18 October 2025 or when the Group ceases to own shares in the associate.
An analysis is provided below of the movement in trading and loan balances with associates and joint ventures:
Trading balance
£m
Loan balance
£m
Total
£m
At 29 December 2019 1.2 19.5 20.7
Movement in trading balance (0.6) – (0.6)
Movement in loan balance – (2.7) (2.7)
At 27 December 2020 0.6 16.8 17.4
Movement in trading balance 1.1 – 1.1
Movement in loan balance – (6.0) (6.0)
At 26 December 2021 1.7 10.8 12.5
The movement in the trading balance is included within the ‘increase in receivables’ in ‘cash generated from operations’ in the cash
flow statement. The movement in the loan balance is included within ‘other’ in ‘cash flows from investing activities’ in the cash flow
statement, which includes foreign exchange movements.
52 WEEKS ENDED 26 DECEMBER 2021
NOTES TO THE GROUP FINANCIAL STATEMENTS CONTINUED
172 Domino’s Pizza Group plc
18. INVESTMENTS IN ASSOCIATES AND JOINT VENTURES
Joint ventures
£m
Associates
£m
Balance at 29 December 2019 3.9 28.5
Underlying profit for the period 0.7 8.8
Non-underlying expense for the period – (0.5)
Dividends received (0.5) (2.0)
Repayments of capital – (0.8)
Foreign exchange movement – 1.3
Balance at 27 December 2020 4.1 35.3
Underlying profit for the period 1.1 9.9
Dividends received (0.5) (2.2)
Acquisitions – 6.6
Foreign exchange movement – (1.6)
Balance at 26 December 2021 4.7 48.0
At 26 December 2021
£m
At 27 December 2020
£m
Share of post-tax profits of associates
Full House Restaurant Holdings Limited 4.9 4.1
Daytona JV Limited 5.0 4.2
9.9 8.3
Share of post-tax profits of joint ventures
Domino’s Pizza West Country Limited 1.1 0.7
11.0 9.0
Details of joint ventures and associates are given in note 32.
a) Investment in associates
The Group has a 49% interest in Full House Restaurant Holdings Limited (‘Full House’), a private company that manages pizza delivery
stores in the UK.
The Group has a 33.3% investment in Daytona JV Limited (‘Daytona’), a UK incorporated company which owns the MFA for Domino’s
Germany. The Group’s interest is subject to a put and call option. The put option is exercisable from 1 January 2021, and the call option
is exercisable from 1 January 2023. No value is recognised on the balance sheet of the Group or Company in relation to the options,
as the exercise price, based on a price/earnings multiple, is considered to be at fair value. We currently expect, based on the forecast
earnings of the investment, the value generated to be between £70m to £100m dependent on the timing of exercise. This would lead
to a profit on disposal of the joint venture of between £40-£70m based on current book values.
Acquisition of 46% interest in Northern Ireland associate
On 20 December 2021, the Group completed the acquisition of a 46% interest in Victa DP Ltd (Victa) for cash consideration of £6.6m.
The investment in associate was entered into with an existing franchisee of 5 stores in Northern Ireland and, through the acquisition
funds and additional debt funding raised by Victa DP Ltd, an additional 17 stores were purchased. The associate holds 22 active stores
in the Northern Ireland market.
The investment has been treated as an associate as the Group holds significant influence through the voting rights gained through the
equity investment, and representation on the Board. The investment is treated as an associate under IAS 28, however is referred to as
the ‘Northern Ireland Joint Venture’ or ‘NI JV’ through the report as is considered commercially to be a joint venture.
Due to the materiality and timing of the acquisition no share of profit has been recorded by the Group for the period ended
26December 2021. The carrying value of the investment at 26 December 2021 is £6.6m.
STRATEGIC REPORT
GOVERNANCEOVERVIEW FINANCIAL STATEMENTS
173Annual Report & Accounts 2021
18. INVESTMENTS IN ASSOCIATES AND JOINT VENTURES CONTINUED
a) Investment in associates continued
A summary of financial information of the associates is set out below:
Full House Daytona Victa
At
26 December
2021
£m
At
27 December
2020
£m
At
26 December
2021
£m
At
27 December
2020
£m
At
26 December
2021
£m
At
27 December
2020
£m
Non-current assets 23.9 23.4 159.5 164.7 48.3 –
Current assets 11.7 8.3 23.4 26.3 3.0 –
Current liabilities (8.0) (6.6) (24.5) (27.6) (5.6) –
Non-current liabilities (6.9) (9.9) (77.7) (93.6) (31.3) –
Net assets 20.7 15.2 80.7 69.8 14.4 –
The Group’s share of interest in associate
undertaking’s net assets 10.2 7.5 26.9 23.3 6.6 –
Goodwill and transaction costs 2.3 2.3 2.0 2.2 – –
Group’s carrying amount of the investment 12.5 9.8 28.9 25.5 6.6 –
Revenue 64.9 60.9 119.8 112.1 – –
Profit for the period 9.9 8.6 14.8 12.9 – –
Total comprehensive income for the year 9.9 8.6 14.8 12.9 – –
Group’s share of underlying profit for the period 4.9 4.1 5.0 4.7 – –
Group’s share of non-underlying loss for the period – – – (0.5) – –
Group’s share of profit for the period 4.9 4.1 5.0 4.2 – –
Dividends received 2.2 2.0 – – – –
The associates had no contingent liabilities or capital commitments at 26 December 2021 or at 27 December 2020. The associates
require the controlling party’s decision to distribute its profits.
b) Investment in joint ventures
During the year the Group held a 50% UK joint venture in Domino’s Pizza West Country Limited (‘West Country’). West Country is
accounted for as a joint venture using the equity method in the consolidated financial statements as the Group has joint control through
voting rights and share ownership as well as being party to a joint venture agreement, which ensures that strategic, financial and
operational decisions relating to the joint venture activities require the unanimous consent of the two joint venture partners.
A summary of financial information of the joint venture is set out below:
At 26 December 2021 At 27 December 2020
West Country
£m
West Country
£m
Summary of joint ventures’ balance sheets
Current assets 6.2 3.8
Non-current assets 5.7 6.3
Current liabilities (2.1) (1.2)
Non-current liabilities (1.3) (1.4)
Net assets 8.5 7.5
Group’s share of interest in joint ventures’ net assets 4.3 3.7
Goodwill and transaction costs 0.4 0.4
Group’s carrying amount of the investment 4.7 4.1
Within joint ventures’ balance sheets:
Cash and cash equivalents 5.5 3.1
52 WEEKS ENDED 26 DECEMBER 2021
NOTES TO THE GROUP FINANCIAL STATEMENTS CONTINUED
174 Domino’s Pizza Group plc
52 weeks ended
26 December 2021
52 weeks ended
27 December 2020
West Country
£m
West Country
£m
Summary of joint ventures’ income statement
Revenue 15.4 13.6
Profit after tax for the year 2.2 1.4
Total comprehensive income for the year 2.2 1.4
Group’s share of profit for the year 1.1 0.7
Dividends received 0.5 0.5
Profit after tax for the year includes:
Depreciation and amortisation 0.5 0.5
Income tax expense 0.6 0.3
West Country had no contingent liabilities or capital commitments as at 26 December 2021 and 27 December 2020. West Country
cannot distribute their profits without the consent from both the joint venture partners.
19. INVENTORIES
At 26 December 2021
£m
At 27 December 2020
£m
Raw materials 0.5 0.3
Finished goods and goods for sale 10.4 10.7
Total inventories at lower of cost or estimated net realisable value 10.9 11.0
Provisions against inventories were £1.0m (2020: £1.8m) and amounts were written off against cost of sales of £1.0m (2020: £1.4m).
20. CASH AND CASH EQUIVALENTS
At 26 December 2021
£m
At 27 December 2020
£m
Cash at bank and in hand 42.8 63.4
Cash at bank and in hand included in disposal groups held for sale – 8.4
Total cash at bank and in hand 42.8 71.8
Cash and cash equivalents comprise cash in hand and on-call deposits held with banks. The fair value of cash and cash equivalents is
£42.8m (2020: £71.8m).
Cash is denominated in the following currencies:
At 26 December 2021
£m
At 27 December 2020
£m
Sterling 28.0 51.5
Euro 13.7 14.4
Icelandic Krona – 0.1
Swiss Franc 1.1 4.0
Swedish Krone – 1.4
Danish Krone – 0.4
42.8 71.8
STRATEGIC REPORT
GOVERNANCEOVERVIEW FINANCIAL STATEMENTS
175Annual Report & Accounts 2021
21. TRADE AND OTHER PAYABLES
At 26 December 2021
£m
At 27 December 2020
£m
Included in current liabilities:
Trade payables* 21.3 19.3
Other taxes and social security costs 5.4 4.8
Other payables* 29.6 28.8
Accruals* 35.4 31.2
NAF and eCommerce creditor* 4.1 5.6
Deferred income 0.3 0.3
96.1 90.0
Included in non-current liabilities:
Deferred income 0.2 0.3
0.2 0.3
* Financial liabilities at amortised cost.
Terms and conditions of the above financial liabilities are:
•
trade payables are non-interest bearing and are normally settled on seven to 30-day terms; and
•
other payables are non-interest bearing and have an average term of six months. Included within accruals are amounts relating
to goods received and not yet invoiced of £7.9m (2020: £7.3m), together with trading accruals, head office cost accruals, payroll
accruals and royalty accruals throughout the Group.
NAF and eCommerce funds
The gross amounts of the NAF and eCommerce fund were as follows:
At 26 December 2021
£m
At 27 December 2020
£m
NAF surplus 22.5 23.4
eCommerce fund deficit (18.4) (17.8)
Net NAF and eCommerce creditor 4.1 5.6
The opening net NAF and eCommerce creditor on 27 December 2020 was £5.6m, which consisted of a NAF surplus of £23.4m
and an eCommerce fund deficit of £17.8m. Total contributions made to the NAF and eCommerce fund during the 52 weeks ended
26December 2021 were £70.4m (2020: £57.7m), with expenditure of £71.9m (2020: £54.2m). The amount recognised as revenue of
£70.3m (2020: £52.8m) includes the elimination of intercompany revenue of £1.6m (2020: £1.4m).
The NAF and eCommerce fund balance comprises the net of balances relating to the NAF, which is a fund into which the franchisees
contribute for purposes of marketing, advertising and other promotion; and an eCommerce fund into which the franchisees contribute
to cover the research, development and operating costs of the Domino’s website and mobile Apps, as well as related credit card costs,
such as merchant data handling costs and chargebacks. The balance of the Funds at 26 December 2021 was a net surplus of £4.1m
(2020: £5.6m) and is therefore presented within trade and other payables.
The timing difference, being the difference between the amounts received under the contract and expenditure incurred, is held on
the balance sheet and presented in trade and other receivables or trade and other payables on a net basis across both funds. As the
relevant performance obligations are under the same contract with the customer, it is appropriate to present the contract assets or
liabilities on a net basis. The key judgements and policies related to the NAF and eCommerce income is described in note 2.
The legal form defined by the SFAs is that the two funds are separate with no right of offset if there is a deficit. Franchisees are presented
with data which shows the respective surplus or deficit of each fund separately. The Group has the right to increase the charges for either
fund to recover any deficits on a prospective basis, and for that reason there is no concern over the recoverability of amounts. The Group
also has the ability to recover any deficit through decreased spend by the fund. Surpluses or deficits naturally arise because of timing
differences between cash flows of the NAF and eCommerce expenditure and contributions received from the franchisees.
The commercial practice has been to combine the NAF and eCommerce fund and present any surplus or deficit on a net basis and
this is the principle accepted by all parties because of the broad crossover between marketing and the website in promoting the
Domino’s brand.
52 WEEKS ENDED 26 DECEMBER 2021
NOTES TO THE GROUP FINANCIAL STATEMENTS CONTINUED
176 Domino’s Pizza Group plc
22. FINANCIAL LIABILITIES
At 26 December 2021
£m
At 27 December 2020
£m
Non-current
Bank revolving facility 242.5 243.6
242.5 243.6
Banking facilities
At 26 December 2021 the Group had a total of £350.0m (2020: £350.0m) of banking facilities, of which £106.7m (2020: £104.8m)
wasundrawn.
Bank revolving facility
The Group has a £350.0m multicurrency syndicated revolving credit facility with an original term of five years to 13 December 2022
with the option of submitting two extension notices to extend the facility twice, each by a period of 12 months. The first extension
was arranged in November 2018 and extended the facility to 12 December 2023 with fees of £0.5m paid for this extension. There was
an option for a second extension to extend for a further year by August 2021 but this was not utilised. Arrangement fees of £0.8m
(2020: £1.6m) directly incurred in relation to the facility are included in the carrying values of the facility and are being amortised
over the extended term of the facility.
The revolving facility agreement was amended and restated in December 2021, to amend the GBP interest base rate from LIBOR to
SONIA. Interest charged on the revolving credit facility ranges from 0.75% per annum above SONIA (or equivalent), when the Group’s
leverage is less than 1:1, up to 1.85% per annum above SONIA (or equivalent), for leverage above 2.5:1. A further utilisation fee of 0.15%
is charged if over one-third utilised, which rises to 0.30% if over two-thirds is drawn. In addition, a commitment fee is calculated on
undrawn amounts based on 35% of the current applicable margin.
The facility is secured by an unlimited cross guarantee between Domino’s Pizza Group plc, DPG Holdings Limited, Domino’s Pizza
UK & Ireland Limited, DP Realty Limited, DP Pizza Limited, Sell More Pizza Limited, Sheermans SS Limited and Sheermans Limited.
An ancillary overdraft and pooling arrangement are in place with Barclays Bank Plc for £10.0m covering the Company, Domino’s
Pizza UK & Ireland Limited, DPG Holdings Limited, and DP Pizza Limited. An ancillary overdraft is in place with Barclays Bank Plc for
€5.0m (£4.2m) for Domino’s Pizza UK & Ireland Limited. Interest is charged for both overdrafts at the same margin as applicable to the
revolving credit facility above SONIA (or equivalent).
23. DEFERRED CONSIDERATION RECEIVABLE
At 26 December 2021
£m
At 27 December 2020
£m
Current 3.3 –
Non-current – 5.7
3.3 5.7
On 18 December 2018, the Group disposed of its 50% holding of share capital in its joint venture DP Shayban Limited, on which
deferred consideration was receivable of £5.7m in 2023. This is not contingent on performance conditions. Accelerated payment terms
were agreed in May 2021 and the purchaser has repaid £2.4m during the year. The remaining balance attracts interest at a 1.62%.
24. PROVISIONS
Reversionary
share plan
provisions
£m
Dilapidations
provisions
£m
Onerous
contract
provisions
£m
Other
provisions
£m
Total
£m
At 29 December 2019 11.0 1.0 0.8 1.1 13.9
Arising during the period – – – 0.2 0.2
Utilised during the period – – (0.4) (0.2) (0.6)
At 27 December 2020 11.0 1.0 0.4 1.1 13.5
Arising during the period 2.0 – – 1.6 3.6
Utilised during the period – – (0.4) – (0.4)
Reclassified to other creditors – – – (0.4) (0.4)
At 26 December 2021 13.0 1.0 – 2.3 16.3
STRATEGIC REPORT
GOVERNANCEOVERVIEW FINANCIAL STATEMENTS
177Annual Report & Accounts 2021
24. PROVISIONS CONTINUED
At 26 December 2021
£m
At 27 December 2020
£m
Current 2.0 0.4
Non-current 14.3 13.1
16.3 13.5
Reversionary share plan provisions
As discussed more fully in note 2 of the consolidated financial statements, the employment tax provision relates to certain of the
Group’s historical share-based compensation arrangements with grant dates dating from 2003 to 2010. As a result of the legal advice
received a provision was recorded in 2017 of £11.0m, comprising £2.6m employer’s NIC, and £8.4m employee’s NIC and PAYE. Within
this an estimate of interest on overdue tax of £3.0m has been provided for.
An additional £2.0m provision has been recorded in the year ended 26 December 2021 for additional potential tax liabilities following
further correspondence with HMRC around the tax treatment of options with vesting dates from 2012 through 2014, which comprises
an additional £1.5m relating to employees’ NIC and PAYE, and £0.5m employers’ NIC.
No contingent asset has been recognised in the financial statements in relation to the indemnities provided by the beneficiaries
of the arrangements. As the tax liability has not crystallised, the Group is not yet entitled to seek recovery of the amounts due under
the indemnities.
The timing of the utilisation of the provision is uncertain, as discussed more fully in note 2.
Dilapidations provisions
On acquisition of the London corporate stores, the Group acquired dilapidations provisions which were recognised at fair value.
During the period, none of these provisions were released or utilised (2020: £nil).
Onerous contract provision
The onerous contract provisions of £0.4m in the prior period related to onerous contracts for IT equipment, this provision was utilised
during the current period.
Other provisions
Other provisions include £0.4m (2020: £0.8m) for closure costs of Domino’s Pizza Germany Limited, £0.2m (2020: £0.2m) for legal
claims arising on the acquisition of London corporate stores, and a further £1.7m for potential liabilities relating to the disposal of the
international operations.
25. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
The Group’s financial risk management objectives consist of identifying and monitoring risks which might have an adverse impact on
the value of the Group’s financial assets and liabilities, reported profitability or cash flows.
The main risks are foreign currency risk, credit risk, liquidity risk and interest rate risk. The Board reviews and agrees policies for
managing each of these risks, which are summarised below.
The Group has various financial assets such as trade receivables and cash, which arise directly from its operations. The Group’s
principal financial liabilities comprise bank revolving facilities, other loans and finance leases.
The Group’s treasury policy allows it to trade in derivatives to manage interest rate, commodity and foreign exchange risk.
Foreign currency risk
The Group has investments in operations in Ireland and also buys and sells goods and services in currencies other than sterling. The
Group has also invested in an associate in Germany and one in Ireland. As a result, the value of the Group’s non-functional currency
revenues, purchases, financial assets and liabilities and cash flows can be affected by movements in exchange rates. The Group seeks
to mitigate the effect of its currency exposures by agreeing fixed currency contracts with franchisees and suppliers wherever possible.
The Group does not currently use derivatives to hedge balance sheet and income statement translation exposures arising on the
consolidation of overseas subsidiaries.
The following table demonstrates the sensitivity to a reasonably possible change in sterling against the Euro, with all other variables
held constant. The impact on the Group’s profit before tax is due to changes in the carrying value of currency-denominated assets in
subsidiaries with a sterling functional currency and sterling-denominated assets in subsidiaries with a non-sterling functional currency.
52 WEEKS ENDED 26 DECEMBER 2021
NOTES TO THE GROUP FINANCIAL STATEMENTS CONTINUED
178 Domino’s Pizza Group plc
The impact on the Group’s pre-tax equity is due to changes in carrying value of investments in joint ventures and associates.
The Group’s exposure to foreign currency changes for all other currencies is immaterial.
Change in EUR rate
Effect on profit
before tax
£m
Effect on
pre-tax equity
£m
2021 +25% (5.3) (5.8)
-25% 8.8 9.6
2020 +25% (6.5) (5.1)
-25% 10.8 8.5
Credit risk
Credit risk is the risk of financial loss if a customer or counterparty to a financial asset or liability fails to meet its contractual obligations.
The counterparties to the Group’s trade and other receivables and net investment in finance leases are predominantly franchisees.
Franchisees are subject to a robust selection and verification process, and on time payment of balances owing is a condition of the
franchise agreements on which a franchisee’s business model depends. No expected credit loss impairment has been recognised
(2020 £nil) in respect of balances due from franchisees in light of the very low historic incidence of franchisee related credit losses.
Credit risk relating to cash and cash equivalents is controlled by limiting counterparties to those that have been Board approved and
have high credit ratings. The long-term credit rating of the Group’s cash and cash equivalents counterparties is A or higher. As such,
no expected credit loss impairment has been recognised in respect of cash and cash equivalents (2020: £nil).
Specific credit reviews of the counterparties to the other financial assets held at amortised cost, being deferred and contingent
consideration and amounts owed by associates and joint ventures, have not revealed any significant risk of credit loss (2020: £nil).
Credit risk is factored into the measurement approach for all financial assets held at fair value, such that their carrying value includes
any expected credit loss impairment.
Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its obligations as they fall due.
To manage liquidity risk, each operating area prepares short-term, medium-term and long-term cash flow forecasts which are regularly
reviewed and challenged. These forecasts are consolidated centrally to ensure the Group has sufficient liquidity to meet it liabilities
when due, under both normal and stressed conditions without risking damage to the Group’s reputation.
All major investment decisions are considered by the Board as part of the project appraisal and approval process.
The Group has access to a £350.0m syndicated revolving credit facility which matures in December 2023. The Group also has
access to sterling and euro overdrafts which were undrawn at 26 December 2021 and 27 December 2020. The tables below summarise
the maturity profile of the Group’s financial liabilities at 26 December 2021 and 27 December 2020 based on their contractual
undiscounted payments:
On demand
£m
Less than
3 months
£m
3 to 12
months
£m
1 to 5
years
£m
More than
5 years
£m
Interest
£m
Total
£m
At 26 December 2021
Fixed rate borrowings
Lease liabilities – 8.1 24.2 108.2 181.8 (99.7) 222.6
Floating rate borrowings
Bank revolving facility – – – 242.5 – – 242.5
Non-interest bearing
Trade and other payables 0.2 85.4 4.1 0.7 – – 90.4
0.2 93.5 28.3 351.4 181.8 (99.7) 555.5
STRATEGIC REPORT
GOVERNANCEOVERVIEW FINANCIAL STATEMENTS
179Annual Report & Accounts 2021
25. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES CONTINUED
On demand
£m
Less than
3 months
£m
3 to 12
months
£m
1 to 5
years
£m
More than
5 years
£m
Interest
£m
Total
£m
At 27 December 2020
Fixed rate borrowings
Lease Liabilities – 8.1 24.2 106.3 193.2 (105.3) 226.5
Floating rate borrowings
Bank revolving facility – – – 243.6 – – 243.6
Non-interest bearing
Trade and other payables 0.2 78.5 5.8 0.3 – – 84.8
0.2 86.6 30.0 350.2 193.2 (105.3) 554.9
Interest rate risk
Interest rate risk is the risk that movement in the interbank offered rates increase causing finance costs to increase. The Group’s
interest rate risk arises predominately from its revolving credit facility.
The sensitivity analyses below have been determined based on the exposure to interest rates at the balance sheet date. For floating
rate liabilities, the analysis is prepared assuming the amount of liability outstanding at the balance sheet date was outstanding for the
whole year.
The Group undertakes sensitivity analysis prepared on a basis of constant net debt.
If interest rates had been 0.5% higher/lower and all other variables were held constant, the Group’s profit for the 52 week period ended
26 December 2021 would increase/decrease by £1.2m (2020: increase/decrease by £1.1m). This is mainly attributable to the Group’s
exposure to interest rates on its variable rate borrowings. There would be no impact on other comprehensive income.
Capital management
The primary objective of the Group’s capital management is to ensure that it retains a strong credit rating and healthy capital ratios
to support its business and maximise shareholder value through the effective use of cash and debt resources. The Group seeks to
maintain a ratio of debt to equity that balances risks and returns and also complies with lending covenants.
The Group manages its capital structure and adjusts it, in light of changes in economic conditions. To maintain or adjust the capital
structure, the Group may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. During the
period ended 26 December 2021 the Board announced the introduction of a new capital allocation framework. The new framework
seeks to sustain the growth of our core business through capital investment and assessing growth opportunities. It further introduced
an annual allocation of surplus cash to shareholders through a combination of dividends and other forms of returns and a targeted
debt to underlying EBITDA leverage ratio of 1.5x-2.0x. No changes were made in the objectives, policies or processes during the
period ended 27 December 2020. Special resolutions were passed at the 2020 and 2021 AGMs, held on 17 June 2020 and 22 April 2021
respectively to authorise the Company to make purchases on the London Stock Exchange of up to 10% of its Ordinary shares. This
authorisation was satisfied by the 2021 share buyback programme.
At 26 December 2021
£m
At 27 December 2020
£m
Bank revolving facilities 242.5 243.6
Less: cash and cash equivalents (42.8) (71.8)
Net debt 199.7 171.8
Underlying EBIT 119.9 109.0
Underlying depreciation, amortisation and impairment 16.5 16.5
Underlying EBITDA 136.4 125.5
Adjusted gearing ratio 1.46 1.37
Underlying EBITDA 136.4 125.5
Less EBITDA impact of IFRS 16 (7.0) (7.9)
Adjusted underlying EBITDA 129.4 117.6
Adjusted gearing ratio (excluding IFRS 16) 1.54 1.46
The Group’s financing is subject to financial covenants. These covenants relate to measurement of adjusted EBITDAR against
consolidated net finance charges (interest cover) and adjusted EBITDA (leverage ratio) measured semi-annually on a trailing 12 month
basis at half year and year end. The interest cover covenant under the terms of the RCF cannot be less than 1.5:1, and leverage ratio can
not be more than 3:1. The Group has complied with all of these covenants.
52 WEEKS ENDED 26 DECEMBER 2021
NOTES TO THE GROUP FINANCIAL STATEMENTS CONTINUED
180 Domino’s Pizza Group plc
For the assessment of leverage covenants under the Group’s financing, certain adjustments are made to the EBITDA figures used
above, including the removal of significant one-off items, gains relating to investments, share of profits of joint ventures and associates,
and the inclusion of cash dividends received from investments. In addition, debt is adjusted to remove cash balances held in entities
which are not guarantors under the agreement.
For further commentary on cash flow, net debt and gearing see the Strategic Report.
26. FINANCIAL INSTRUMENTS
Set out below is a comparison by classification of all the Group’s financial instruments in the financial statements:
Fair value
2021
£m
Amortised
Cost
2021
£m
Carrying
value
2021
£m
Fair value
2020
£m
Amortised
Cost
2020
£m
Carrying
value
2020
£m
Financial assets
Trade receivables – 10.7 10.7 – 12.4 12.4
Other receivables – 3.0 3.0 – 2.5 2.5
Loans to franchisees – 2.5 2.5 – 3.1 3.1
Cash and cash equivalents – 42.8 42.8 – 63.4 63.4
Lease receivables – 201.2 201.2 – 204.7 204.7
Deferred consideration receivable – 3.3 3.3 – 5.7 5.7
Amounts owed by associates and joint ventures – 12.5 12.5 – 17.4 17.4
Other financial asset 8.7 – 8.7 15.3 – 15.3
Investments 12.1 – 12.1 12.3 – 12.3
Financial liabilities
Trade payables – 21.3 21.3 – 19.3 19.3
Other payables – 29.6 29.6 – 28.8 28.8
Accruals – 35.4 35.4 – 31.2 31.2
NAF and eCommerce – 4.1 4.1 – 5.6 5.6
Bank revolving facilities – 242.5 242.5 – 243.6 243.6
Lease liabilities – 222.6 222.6 – 226.5 226.5
Prepayments, accrued income, deferred income and other tax and social security payables are not financial assets or liabilities and
are therefore excluded from the above analysis.
Financial instruments measured at fair value
Other financial assets and investments are measured at fair value and have been categorised at Level 3 of the fair value hierarchy,
as defined under IFRS 13, because their fair value is determined by reference to significant unobservable inputs.
Other financial asset
At
26 December 2021
£m
At
27 December 2020
£m
Current asset 1.9 2.0
Non-current asset 6.8 13.3
8.7 15.3
Other financial asset relates to a contingent consideration (referred to as the ‘Market Access Fee’) of up to €25.0m (£21.1m) (2020:
€25.0m (£22.5m)) payable by Domino’s Pizza Enterprises Limited to the Group for divesting of its interests in operating Domino’s Pizza
stores in Germany and its exclusive access to the German market. This Market Access Fee is payable in instalments from 2017, the
payment of each instalment being contingent on the divested German business achieving defined levels of EBITDA in the calendar
years 2020 and 2021.
The calendar year ended 31 December 2020 is the first year that triggered consideration to become due. The total discounted
payments received in April 2021 in relation to the 2020 financial year was €7.5m (£6.4m).
The current forecast EBITDA for the calendar year ended 31 December 2021 is forecast to result in payments of €10.3m (£8.7m).
The Market Access Fee is at Level 3 of the fair value hierarchy because determining its fair value required an estimate of future EBITDA
levels of the divested German business, which is an unobservable fair value input.
STRATEGIC REPORT
GOVERNANCEOVERVIEW FINANCIAL STATEMENTS
181Annual Report & Accounts 2021
26. FINANCIAL INSTRUMENTS CONTINUED
The valuation has been based on the actual reported EBITDA of the operation for the 2021 financial year, prepared by the management
team of Daytona JV Limited. The remaining key estimate remaining in relation to the valuation is the treatment of adjustments to the
EBITDA required under the Joint Venture agreement. We do not consider that these items will lead to a material adjustment to the fair
value reported.
Investments
In November 2018, the Group acquired 15% of the issued share capital of Shorecal Limited, a private company registered in the
Republic of Ireland that operates 27 Domino’s franchise stores in Ireland. The Group’s shareholding in Shorecal Limited is in preference
shares, acquired for an original cost of investment of €12.2m (£11.0m). As a preference shareholder, the Group has enhanced rights
to dividend distributions and enhanced rights over Shorecal Limited’s equity value in the event of a liquidation or onward share sale.
The Group also has ‘drag and tag’ rights to participate in an onward share sale arranged by Shorecal Limited’s other shareholders.
The investment in Shorecal Limited has been designated as a fair value through profit and loss equity instrument, whereby dividends
received by the Group are recognised in profit and loss together with any fair value gains or losses. The fair value of the investment
is calculated by discounting the future shareholder returns the Group expects to receive from the investment, being proceeds from
a liquidation or onward share sale and dividends received up to that point. A probability weighted expected return method has been
applied in performing this fair value calculation, whereby multiple future outcomes for Shorecal Limited are simulated with
a probability assigned to each scenario.
The investment in Shorecal Limited is at Level 3 of the fair value hierarchy because determining its fair value requires a probability
weighted estimate of future shareholder returns, which is an unobservable fair value input.
During the period, the investment fair value has increased by €2.4m (£2.1m) (2020: €1.4m (£1.3m)), and dividends of €1.8m (£1.6m)
have been received against the investment value, together with foreign exchange movements of £0.7m, bringing the total valuation to
€14.3m (£12.1m) (2020: €13.7m, £12.3m). The fair valuation has been performed based on current and expected forecast performance
of the investment on a probability weighted expected return approach. This considers the potential future performance and potential
dividend returns together with assessments of likelihood of various exit arrangements as structured under the shareholder agreement.
The increase in the period is as a result of strong performance during 2021 and expected future performance of the company over the
medium term.
The key assumptions in the model are the scenario probabilities applied, the 2022 budgeted EBITDA and the discount rate applied.
The post-tax discount rate applied is 5.04%. Sensitivity analysis has been performed to highlight the impact of movements within the
key judgemental areas:
•
A 10% decrease in 2022 EBITDA would lead to a €1.5m (£1.3m) reduction in the valuation.
•
A 10% increase in 2022 EBITDA would lead to a €2.1m (£1.7m) increase in the valuation.
•
A 100bps increase in the discount rate would lead to a €1.3m (£1.1m) decrease in the valuation.
•
A 100bps decrease in the discount rate would lead to a €3.5m (£3.0m) increase in the valuation.
Financial instruments measured at amortised cost
All other financial instruments are measured at amortised cost. Trade and other receivables, trade and other payables and share
buyback obligations have short terms to maturity. For this reason their carrying values are considered to reasonably approximate their
fair values.
The bank revolving facilities and other loans incur interest at floating rates. Given this and the Group’s strong liquidity management,
their carrying values are also considered to reasonably approximate their fair values. Net investment in finance leases relates to
equipment leased to franchisees on terms of between one and five years. The NAF and eCommerce creditor relates to an excess of
royalties received from franchisees over NAF and eCommerce services provided. Given the strong payment history of franchisees,
the carrying value of these balances with franchisees is considered to reasonably approximate fair value. Deferred and contingent
consideration relates to the sale of the Group’s 50% shareholding in DP Shayban Limited, where deferred consideration is receivable.
Given the strong payment history of the counterparties to this transaction, and securities in place, the carrying value is considered to
reasonably approximate fair value.
27. SHARE CAPITAL AND RESERVES
Allotted, called up and fully paid share capital of 25/48p per share
At 26 December 2021 At 27 December 2020
Number £ Number £
At 27 December 2020 and 29 December 2019 468,980,073 2,442,605 462,230,073 2,407,449
Share issues – – 6,750,000 35,156
Share buybacks (20,956,282) (109,147) – –
At 26 December 2021 and 27 December 2020 448,023,791 2,333,458 468,980,073 2,442,605
52 WEEKS ENDED 26 DECEMBER 2021
NOTES TO THE GROUP FINANCIAL STATEMENTS CONTINUED
182 Domino’s Pizza Group plc
During the period the Company bought back a total of 20,956,282 Ordinary shares of 25/48p each for a total of £80.5m including costs
of £0.5m. The average price paid for these repurchased shares were 381.75p. These repurchased shares were then cancelled in the
sameperiod.
In the prior period the Company issued a total of 6,750,000 Ordinary shares of 25/48p each for a total value of £13.0m including costs
of £0.1m. The shares were issued following the exercise of an option, granted by the Company in 2014 with an exercise price of 192.5p
per share. The option was granted as part consideration for an acquisition of minority interests in Germany which was announced on
27February 2014. The dilutive impact of these share options were included in the calculation of dilutive earnings per share.
Nature and purpose of reserves
Share capital
Share capital comprises the nominal value of the Company’s Ordinary shares of 25/48p each.
Share premium
The share premium reserve is the premium paid on the Company’s 25/48p Ordinary shares.
Capital redemption reserve
The capital redemption reserve included the nominal value of shares bought back by the Company.
Capital reserve – own shares
This reserve relates to shares in the Company held by an independently managed Employee Benefit Trust (‘EBT’) and shares in the
Company held by the Company as ‘treasury shares’.
All shares in the Company purchased by the Company as treasury shares in the prior period were done so as part of announced
buy back programmes, and were then cancelled in the same year. There were no shares held in treasury at the end of the current
or prior period.
Shares in the Company held by the EBT are purchased in order to satisfy employee shares options and potential awards under
employee share incentive schemes. During the period, the EBT purchased 800,000 shares at a cost of £2.9m (2020: nil at a cost of £nil)
in the Company and disposed of 567,678 shares in the Company (2020: 342,854). The EBT held 1,517,868 shares (2020: 1,285,549) at
the end of the period, which have a historic cost of £4.6m (2020: £3.4m). The EBT waived its entitlement to dividends in the current and
prior period.
Currency translation reserve
The foreign currency translation reserve is used to record exchange differences arising from the translation of the financial statements
of the Group’s foreign subsidiaries.
Other reserves
The other reserves relate to the gross liability for put options held by non-controlling interests that the Group is contractually obliged
to meet when exercised.
28. BUSINESS COMBINATIONS AND DISPOSALS
PPS Foods AB (Sweden)
On 2 May 2021, the Group disposed of its 100% interest in PPS Foods AB, the business in Sweden, with net consideration paid to the
buyers of £2.8m. The loss on disposal of the Group’s interest in Sweden is analysed as follows:
£m
Cash paid on disposal (2.7)
Cash disposed (0.1)
Net cash paid on disposal (2.8)
Net liabilities disposed excluding cash (see below) 3.3
Currency translation losses transferred from translation reserve (0.5)
Loss on disposal before professional fees –
Non-underlying professional fees related to the disposal (0.4)
Total loss on disposal (0.4)
Inventories, trade and other receivables/(payables) (0.9)
Lease liabilities (2.4)
Net liabilities disposed excluding cash (3.3)
STRATEGIC REPORT
GOVERNANCEOVERVIEW FINANCIAL STATEMENTS
183Annual Report & Accounts 2021
28. BUSINESS COMBINATIONS AND DISPOSALS CONTINUED
Pizza Pizza EHF (Iceland)
On 31 May 2021, the Group disposed of its 100% interest in Pizza Pizza EHF, the business in Iceland, with net consideration received of
£13.5m. The final working capital adjustment has been finalised post period end, and an additional £0.6m is payable to the purchaser.
The loss on disposal of the Group’s interest in Iceland is analysed as follows:
£m
Cash received on disposal 14.1
Cash disposed (0.6)
Net cash received on disposal 13.5
Consideration payable post disposal (0.6)
Net assets disposed excluding cash (see below) (13.6)
Currency translation losses transferred from translation reserve (6.1)
Loss on disposal before professional fees (6.8)
Non-underlying professional fees related to the disposal (0.5)
Total loss on disposal (7.3)
Property, plant and equipment 16.8
Inventories, trade and other receivables/(payables) (0.6)
Right-of-use assets 3.3
Lease liabilities (3.4)
Deferred tax liabilities (2.5)
Net assets disposed excluding cash 13.6
Domino’s Pizza GmbH (Switzerland)
On 31 August 2021, the Group disposed of its 100% interest in Domino’s Pizza GmbH, the business in Switzerland, with net consideration
paid of £0.5m. The final working capital adjustment has been finalised post period end, and an additional £0.5m is payable to the
purchaser, and £0.3m has been provided in respect of indemnities under the agreement. The loss on disposal of the Group’s interest
in Switzerland is analysed as follows:
£m
Cash received on disposal 0.5
Cash disposed (1.0)
Net cash paid on disposal (0.5)
Consideration payable post disposal (0.8)
Net liabilities disposed excluding cash (see below) 1.0
Currency translation losses transferred from translation reserve (1.3)
Loss on disposal before professional fees (1.6)
Non-underlying professional fees related to the disposal (0.5)
Total loss on disposal (2.1)
Property, plant and equipment 0.4
Inventories, trade and other receivables/(payables) (1.4)
Right-of-use assets 4.5
Lease liabilities (4.5)
Net liabilities disposed excluding cash (1.0)
52 WEEKS ENDED 26 DECEMBER 2021
NOTES TO THE GROUP FINANCIAL STATEMENTS CONTINUED
184 Domino’s Pizza Group plc
DP Norway AS (Norway)
On 22 May 2020, the Group disposed of its 71% interest in DP Norway AS, the business in Norway, with net consideration paid of £6.4m.
The loss on disposal of the Group’s controlling 71% interest in Norway is analysed as follows:
£m
Cash paid on disposal (3.0)
Cash disposed (3.4)
Net cash paid on disposal (6.4)
Net liabilities disposed excluding cash (see below) 5.8
Non-controlling interest disposed (10.5)
Currency translation gains transferred from translation reserve 1.9
Loss on disposal before professional fees (9.2)
Non-underlying professional fees related to the disposal (1.6)
Total loss on disposal (10.8)
Property, plant and equipment –
Inventories, trade and other receivables/(payables) 0.9
Provisions (3.5)
Deferred tax liabilities (3.2)
Net liabilities disposed excluding cash (5.8)
As a result of this transaction the £0.8m put option liability was derecognised. Other reserves, which related to the initially recognised
put options, were reduced with a corresponding debit through retained earnings of £3.1m. The non-controlling interest of £10.5m was
transferred from equity and included in the determination of the loss on disposal.
29. SHAREBASED PAYMENTS
The expense recognised for share-based payments in respect of employee services received during the 52 weeks ended 26 December
2021 was £1.7m (2020: £1.4m).
2012 Long Term Incentive Plan (‘2012 LTIP’)
At the 2012 AGM, shareholders approved the adoption of LTIP rules which allow for either the grant of market value options or
performance shares. Awards are approved and granted at the discretion of the Remuneration Committee to Senior Executives and
other employees. All awards are capable of vesting within a three-year period should certain performance targets be achieved by the
Group. For certain Senior Executives, awards that vest are subject to a further two year holding period. 356,744 shares were exercised
during the period (2020: nil). The weighted average share price for options exercised during 2021 was 409p (2020: nil).
2016 Long Term Incentive Plan (‘2016 LTIP’)
At the 2016 AGM, shareholders approved the adoption of new LTIP rules which allow for either the grant of market value options or
performance shares. Awards are approved and granted at the discretion of the Remuneration Committee to Senior Executives and
other employees. All awards are capable of vesting within a three to five-year period should certain performance targets be achieved
by the Group. For certain Senior Executives, awards that vest are subject to a further two-year holding period. There were 37,092
shares exercised during the period (2020: nil).
Deferred Share Bonus Plan (‘DSBP’)
Under the terms of annual bonus arrangements with Senior Executives, bonus payments can be settled partially in cash and partially in
shares of the Company, with the shares element typically deferred for a two or three year period and lapsing in certain circumstances
connected with leaving the Company. No DSBP awards were exercised in the period. The weighted average share price for DSBP
awards exercised during 2020 was 308p.
All of the Company’s DSBP, 2012 LTIP and 2016 LTIP awards are accounted for as equity settled. A small number of the LTIP and all of
the DSBP awards include entitlement to the equivalent dividends that would have been paid on vested shares in the period between
grant date and the dividend equivalent end date. These dividend entitlements, referred to as dividend equivalent awards, can be equity
settled or cash settled at the discretion of the Remuneration Committee. Equity settled accounting treatment was elected at the
point of granting all dividend equivalent awards. Where dividend equivalent awards are subsequently settled in cash, the settling cash
payment is accounted for as a repurchase of an equity interest.
Further information on the DSBP, the 2012 LTIP and 2016 LTIP awards is given in the Executive Director policy table on pages 113 to 115
of the Directors’ remuneration report. £20k of cash payments (2020: £nil) were made during the 52 weeks ended 26 December 2021
settling dividend equivalent awards, recorded as a repurchase of equity as shown in the statement of changes in equity.
STRATEGIC REPORT
GOVERNANCEOVERVIEW FINANCIAL STATEMENTS
185Annual Report & Accounts 2021
29. SHAREBASED PAYMENTS CONTINUED
Company Share Option Plan (‘CSOP’)
In May 2009, the Group established a CSOP, with approved and unapproved sections. Employees are eligible for grants at the
discretion of the Remuneration Committee. All awards are capable of vesting within a three year period should certain performance
targets be achieved and are equity settled. The options lapse after 10 years or in certain other circumstances connected with leaving
the Company. The weighted average share price for options exercised during the period was 395p (2020: 287p).
Sharesave Scheme
During 2009 the Group introduced a Sharesave scheme giving employees the option to acquire shares in the Company at a 20%
discount. Employees have the option to save an amount per month up to a maximum of £500 and at the end of three years they
have the option to purchase shares in the Company or to take their savings in cash. The contractual life of the scheme is three years.
The weighted average share price for options exercised during the period was 372p (2020: 350p).
Estimating fair value
The fair value of awards granted is estimated at the date of grant using Stochastic and Black-Scholes models, taking into account
the terms and conditions upon which they were granted. Total Shareholder Return (‘TSR’) is generated for the Company and the
comparator group at the end of the three-year performance period. The expected volatility reflects the assumption that the historical
volatility over a period similar to the life of the options is indicative of future trends, which may not necessarily be the actual outcome.
The following table summarises the inputs used in the fair value models for grants made in the period ended 26 December 2021,
together with the fair values calculated by those models:
52 weeks ended
26 December 2021
52 weeks ended
27 December 2020
Weighted average fair value 274.25p 261.2p
Weighted average share price at grant 395.87p 347.38p
Weighted average exercise price 73.93p 62.62p
Weighted average expected term 3 years 3 years
Expected dividend yield 2.91% 2.09%
Risk-free rates 0.24% 0%
Expected volatility 29.85% 30.26%
Share options and awards outstanding
As at 26 December 2021, the following share options and awards were outstanding:
Scheme Exercise price
Outstanding at
27 December
2020
Number
Granted
during
the period
Number
Exercised
during
the period
Number
Forfeited
during
the period
Number
Outstanding at
26 December
2021
Number
Weighted
average
remaining life
Years
Exercisable at
26 December
2021
Number
2012 LTIP – 3,850,414 1,097,519 (356,744) (1,075,482) 3,515,707 1.69 539
2016 LTIP – 113,330 – (37,092) – 76,238 – 7,585
DSBP – – 92,377 – (17,253) 75,124 1.00 –
CSOP (Unapproved) 143.87p 26,958 – (14,388) – 12,570 – 12,570
CSOP (Approved) 143.87p 23,577 – (15,732) – 7,845 – 7,845
Sharesave Scheme 193p to 292p 1,584,670 346,343 (146,387) (228,494) 1,556,132 1.15 –
5,598,949 1,536,239 (570,343) (1,321,229) 5,243,616 28,539
Weighted average exercise price 59.53p 65.83p 73.93p 43.07p 69,35p 102.92p
52 WEEKS ENDED 26 DECEMBER 2021
NOTES TO THE GROUP FINANCIAL STATEMENTS CONTINUED
186 Domino’s Pizza Group plc
As at 27 December 2020, the following share options and awards were outstanding:
Scheme Exercise price
Outstanding at
29 December
2019
Number
Granted
during
the period
Number
Exercised
during
the period
Number
Forfeited
during
the period
Number
Outstanding at
27 December
2020
Number
Weighted
average
remaining
life
Years
Exercisable at
27 December
2020
Number
2012 LTIP 0.00p to 43.16p 3,711,037 1,697,962 – (1,558,585) 3,850,414 1.52 288
2016 LTIP – 588,525 – – (475,195) 113,330 0.16 12,541
DSBP – 107,337 – (107,337) – – – –
CSOP (Unapproved) 113.67p to 160.80p 44,079 – (17,121) – 26,958 – 26,958
CSOP (Approved) 68.50p to 160.80p 59,651 – (23,795) (12,279) 23,577 – 23,577
Sharesave Scheme 143.33p to 275.33p 1,407,842 480,236 (183,051) (120,357) 1,584,670 1.73 –
5,918,471 2,178,198 (331,304) (2,166,416) 5,598,949 63,364
Weighted average exercise price 52.06p 59.97p 150.08p 16.21p 59.53p 150.99p
30. ADDITIONAL CASH FLOW INFORMATION
Other cash flows from investing activities
Notes
52 weeks ended
26 December 2021
£m
52 weeks ended
27 December 2020
£m
Cash flows from investing activities
Dividends received from investments 26 1.6 –
Dividends received from associates and joint ventures 18 2.2 2.5
Decrease in loans to associates and joint ventures 18 4.9 3.7
Other 8.7 6.2
Reconciliation of financing activities
At
27 December 2020
£m
Disposal of
international
£m
Cash flow
£m
Exchange
differences
£m
Non-cash
movements
£m
At
26 December 2021
£m
Bank revolving facility (243.6) – (2.7) 4.5 (0.7) (242.5)
Lease liabilities (236.9) 10.3 34.1 0.9 (31.0) (222.6)
(480.5) 10.3 31.4 5.4 (31.7) (465.1)
At
29 December 2019
£m
Cash flow
£m
Exchange
differences
£m
Non-cash
movements
£m
At
27 December 2020
£m
Bank revolving facility (248.1) 9.9 (4.8) (0.6) (243.6)
Other loans (0.2) 0.2 – – –
Lease liabilities (241.5) 36.6 0.2 (32.2) (236.9)
Other (0.9) – – 0.9 –
(490.7) 46.7 (4.6) (31.9) (480.5)
The non-cash movements in lease liabilities primarily relate to additions and interest charges as set out in Note 16.
Share transactions in cash flows from financing activities
Notes
52 weeks ended
26 December 2021
£m
52 weeks ended
27 December 2020
£m
Purchase of own shares – share buyback 27 (80.5) –
Purchase of own shares – employee benefit trust 27 (2.9) –
Consideration received on exercise of share options –employee benefit trust 27 0.4 0.5
Share transactions (83.0) 0.5
STRATEGIC REPORT
GOVERNANCEOVERVIEW FINANCIAL STATEMENTS
187Annual Report & Accounts 2021
Reconciliation to free cash flow
52 weeks ended
26 December 2021
£m
52 weeks ended
27 December 2020
£m
Cash generated from operating activities 113.9 112.2
Net interest paid (4.0) (4.3)
Receipts on lease receivables 25.7 25.6
Repayment of lease liabilities (34.1) (36.6)
Dividends 3.8 2.5
Other (0.7) (0.4)
104.6 99.0
31. CAPITAL COMMITMENTS
At 26 December 2021, amounts contracted for but not provided for in the financial statements for the acquisition of property, plant and
equipment amounted to £1.3m (2020: £0.9m) for the Group.
32. RELATED PARTY TRANSACTIONS
The financial statements include the financial statements of Domino’s Pizza Group plc and the subsidiary and associated undertakings
listed below.
Name of Company
Country of
incorporation
Proportion of
voting rights and
share capital Registered office
Directly held subsidiary undertakings
DP Capital Limited England 100% Ordinary 1 Thornbury, West Ashland, Milton Keynes, MK6 4BB, United Kingdom
DP Cyco Limited Cyprus 100% Ordinary Rigas, 4, Omega Court, Floor 1, Limassol, 3095, Cyprus
DP Cyco Switzerland Limited Cyprus 100% Ordinary Rigas, 4, Omega Court, Floor 1, Limassol, 3095, Cyprus
DP Group Developments
Limited
England 100% Ordinary 1 Thornbury, West Ashland, Milton Keynes, MK6 4BB, United Kingdom
DP Realty Limited England 100% Ordinary 1 Thornbury, West Ashland, Milton Keynes, MK6 4BB, United Kingdom
DPG Holdings Limited England 100% Ordinary 1 Thornbury, West Ashland, Milton Keynes, MK6 4BB, United Kingdom
Indirectly held subsidiary undertakings
D.P. Newcastle Limited England 100% Ordinary 1 Thornbury, West Ashland, Milton Keynes, MK6 4BB, United Kingdom
Domino’s Leasing Limited England 100% Ordinary 1 Thornbury, West Ashland, Milton Keynes, MK6 4BB, United Kingdom
Domino’s Pizza (Isle of Man)
Limited
Isle of Man 100% Ordinary First Floor, Jubilee Buildings, Victoria Street, Douglas, IM1 2SH,
Isle of Man
Domino’s Pizza Germany
(Holdings) Limited
England 100% Ordinary 1 Thornbury, West Ashland, Milton Keynes, MK6 4BB, United Kingdom
Domino’s Pizza Germany
Limited
England 100% Ordinary 1 Thornbury, West Ashland, Milton Keynes, MK6 4BB, United Kingdom
DP Pizza Limited Republic
of Ireland
100% Ordinary Unit 1B Toughers Business Park, Newhall, Naas Co. Kildare, Ireland
Domino’s Pizza UK & Ireland
Limited
England 100% Ordinary 1 Thornbury, West Ashland, Milton Keynes, MK6 4BB, United Kingdom
Have More Fun (London)
Limited
England 100% Ordinary 1 Thornbury, West Ashland, Milton Keynes, MK6 4BB, United Kingdom
Sell More Pizza Limited England 100% Ordinary 1 Thornbury, West Ashland, Milton Keynes, MK6 4BB, United Kingdom
Sheermans Harrow Limited England 100% Ordinary 1 Thornbury, West Ashland, Milton Keynes, MK6 4BB, United Kingdom
Sheermans Limited England 100% Ordinary 1 Thornbury, West Ashland, Milton Keynes, MK6 4BB, United Kingdom
Sheermans SS Limited England 100% Ordinary 1 Thornbury, West Ashland, Milton Keynes, MK6 4BB, United Kingdom
WAP Partners Limited England 100% Ordinary 1 Thornbury, West Ashland, Milton Keynes, MK6 4BB, United Kingdom
Direct associate undertakings
Daytona JV Limited England 33% Ordinary 3rd Floor, 1 Ashley Road, Altrincham, Cheshire WA14 2DT,
United Kingdom
52 WEEKS ENDED 26 DECEMBER 2021
NOTES TO THE GROUP FINANCIAL STATEMENTS CONTINUED
188 Domino’s Pizza Group plc
Name of Company
Country of
incorporation
Proportion of
voting rights and
share capital Registered office
Indirectly held associate undertakings
Full House Restaurants
Holdings Ltd
England 49% Ordinary Centrum House, 36 Station Road, Egham, Surrey, TW20 9LF,
United Kingdom
Victa DP Ltd England 46% Ordinary Unit 10, Evolution Wynyard Business Park, Wynyard, TS22 5TB
United Kingdom
Indirectly held subsidiaries of associate undertakings
ABD Pizzas Limited Northern
Ireland
46% Ordinary Office At Unit E6 Ronan Valley Business Park, 58/60 Ballyronan Road,
Magherafelt, Derry, BT45 6EW, Northern Ireland
Borealis DP Ltd England 46% Ordinary Unit 10, Evolution Wynyard Business Park, Wynyard, TS22 5TB
United Kingdom
Classic Crust Limited England 49% Ordinary Centrum House, 36 Station Road, Egham, Surrey, TW20 9LF,
United Kingdom
Daytona Germany GmbH Germany 33% Ordinary Am Sandtorkai 75-77 (Eingang Haus Nr. 77) 20457 Hamburg, Germany
Domino’s Pizza Deutschland
GmbH
Germany 33% Ordinary Am Sandtorkai 75-77 (Eingang Haus Nr. 77) 20457 Hamburg, Germany
DP Dungannon Limited Northern
Ireland
46% Ordinary Office At Unit E6 Ronan Valley Business Park, 58/60 Ballyronan Road,
Magherafelt, Derry, BT45 6EW, Northern Ireland
DPNI Limited England 46% Ordinary Unit 10, Evolution Wynyard Business Park, Wynyard, TS22 5TB
United Kingdom
Elite Pizzas Limited Northern
Ireland
46% Ordinary Office At Unit E6 Ronan Valley Business Park, 58/60 Ballyronan Road,
Magherafelt, Derry, BT45 6EW, Northern Ireland
Full House Restaurants Limited England 49% Ordinary Centrum House, 36 Station Road, Egham, Surrey, TW20 9LF,
United Kingdom
Hallo Pizza GmbH Germany 33% Ordinary Hans-Böckler-Strasse 48, 40764 Langenfeld, Germany
House Special Limited England 49% Ordinary Centrum House, 36 Station Road, Egham, Surrey, TW20 9LF,
United Kingdom
Sherston Limited England 49% Ordinary Centrum House, 36 Station Road, Egham, Surrey, TW20 9LF,
United Kingdom
Shorecal Limited Republic
of Ireland
15% Ordinary 4 Haddington Terrace, Dun Laoghaire, Co. Dublin, Ireland
Sunmead Limited England 49% Ordinary Centrum House, 36 Station Road, Egham, Surrey, TW20 9LF,
United Kingdom
Surrey Pizzas Limited England 49% Ordinary Centrum House, 36 Station Road, Egham, Surrey, TW20 9LF,
United Kingdom
The Woodpecker Inn Ltd England 49% Ordinary Centrum House, 36 Station Road, Egham, Surrey, TW20 9LF,
United Kingdom
Direct Joint venture undertakings
Domino’s Pizza West Country
Limited
England 50% Ordinary 1 Thornbury, West Ashland, Milton Keynes, MK6 4BB, United Kingdom
Indirectly held subsidiaries of joint venture undertakings
DA Hall Trading Limited England 50% Ordinary 1 Thornbury, West Ashland, Milton Keynes, MK6 4BB, United Kingdom
DAHT Limited England 50% Ordinary 1 Thornbury, West Ashland, Milton Keynes, MK6 4BB, United Kingdom
MLS Limited England 50% Ordinary Aldreth, Pearcroft Road, Stonehouse, Gloucestershire GL10 2JY,
United Kingdom
STRATEGIC REPORT
GOVERNANCEOVERVIEW FINANCIAL STATEMENTS
189Annual Report & Accounts 2021
32. RELATED PARTY TRANSACTIONS CONTINUED
During the period the Group entered into transactions, in the ordinary course of business, with related parties. For details of loan
balances due from associates please refer to note 18. Transactions entered into, and trading balances outstanding with related parties,
are as follows:
Related party
Sales to
related party
£m
Amounts owed
by related party
£m
Associates and joint ventures
26 December 2021 30.0 1.7
27 December 2020 27.2 0.6
Terms and conditions of transactions with related parties
Sales and purchases between related parties are made at normal market prices. Outstanding balances with entities are unsecured
and interest free and cash settlement is expected within seven days of invoice. The Group has not provided for or benefited from any
guarantees for any related party receivables or payables.
Compensation of key management personnel (including Directors)
52 weeks ended
26 December 2021
£m
52 weeks ended
27 December 2020
£m
Short-term employee benefits 5.6 4.2
Post-employment benefits 0.2 0.1
Share-based payment 0.7 3.7
6.5 8.0
The table above includes the remuneration costs of the Executive Directors of the Company, the Directors of Domino’s Pizza UK &
Ireland Limited and other key management personnel of the Group.
52 WEEKS ENDED 26 DECEMBER 2021
NOTES TO THE GROUP FINANCIAL STATEMENTS CONTINUED
190 Domino’s Pizza Group plc
AT 26 DECEMBER 2021
COMPANY BALANCE SHEET
Notes
At 26 December 2021
£m
At 27 December 2020
£m
Fixed assets
Investment in subsidiary undertakings 4 10.0 23.8
Investment in associates and joint ventures 4 23.3 23.3
33.3 47.1
Assets
Deferred consideration receivable: falling due after one year 6 – 5.7
Deferred consideration receivable: falling due within one year 6 3.3 –
Other financial asset: falling due after one year 3 6.8 13.3
Other financial asset: falling due within one year 3 1.9 2.0
Other receivables: falling due after one year 5 988.8 18.4
Other receivables: falling due within one year 5 108.1 112.2
Cash and cash equivalents 4.3 2.0
Deferred tax asset 9 3.2 2.1
1,116.4 155.7
Liabilities: amounts falling due within one year
Other payables 7 (10.7) (16.4)
Deferred tax liabilities 9 (0.4) –
Provisions 10 (0.9) (0.1)
(12.0) (16.5)
Liabilities: amounts falling due after one year
Deferred tax liabilities 9 (1.2) (2.9)
Provisions 10 (13.0) (11.0)
Total liabilities (26.2) (30.4)
Net assets 1,123.5 172.4
Shareholders’ equity
Called up share capital 11 2.3 2.4
Share premium account 49.6 49.6
Capital redemption reserve 0.5 0.5
Capital reserve – own shares (4.6) (3.4)
Retained earnings 1,075.7 123.3
Total equity shareholders’ funds 1,123.5 172.4
The profit for the 52 week period ended 26 December 2021 of the Company is £1,088.4m (2020: £30.3m). The notes on pages 193 to
198 are an integral part of these company financial statements. The financial statements were approved by the Directors on 7 March
2022 and signed on their behalf by:
Dominic Paul
Director
7 March 2022
Registered number: 03853545
STRATEGIC REPORT
GOVERNANCEOVERVIEW FINANCIAL STATEMENTS
191Annual Report & Accounts 2021
52 WEEKS ENDED 26 DECEMBER 2021
COMPANY STATEMENT OF CHANGES IN EQUITY
Notes
Share
capital
£m
Share
premium
account
£m
Capital
redemption
reserve
£m
Capital
reserve –
own shares
£m
Retained
Earnings
£m
Equity
shareholders’
funds
£m
At 29 December 2019 2.4 36.7 0.5 (4.5) 117.7 152.8
Profit for the period – – – – 30.3 30.3
Proceeds from share issues – 12.9 – 0.6 – 13.5
Impairment of share issues – – – 0.5 (0.5) –
Share options and LTIP charge 12 – – – – 1.4 1.4
Equity dividends paid 13 – – – – (25.6) (25.6)
At 27 December 2020 2.4 49.6 0.5 (3.4) 123.3 172.4
Profit for the period – – – – 1,088.4 1 088.4
Proceeds from share issues – – – 0.4 – 0.4
Impairment of share issues – – – 1.3 (1.3) –
Share buybacks (0.1) – – (2.9) (80.4) (83.4)
Share options and LTIP charge 12 – – – – 1.7 1.7
Equity dividends paid 13 – – – – (56.0) (56.0)
At 26 December 2021 2.3 49.6 0.5 (4.6) 1,075.7 1,123.5
192 Domino’s Pizza Group plc
1. ACCOUNTING POLICIES
General information
Domino’s Pizza Group plc (‘the Company’) is a limited company incorporated and domiciled in the United Kingdom. The address of its
registered office and principal place of business is disclosed in the Directors’ report.
The Company’s financial statements are presented in pounds sterling (£), which is also the Company’s functional currency.
The Company’s financial statements are individual entity financial statements.
As permitted by section 408 of the Companies Act 2006, the income statement and the statement of comprehensive income of the
parent company have not been separately presented in these financial statements.
Basis of preparation
These financial statements were prepared in accordance with FRS 101 Reduced Disclosure Framework and the Companies Act 2006.
The financial statements are prepared on a going concern basis under the historical cost convention except for certain financial assets
and liabilities measured at fair value. The only asset recognised at fair value is the other financial asset which is disclosed in note 3.
Refer to note 2 of the Group financial statements for disclosures related to going concern assessment.
The accounting policies which follow set out those policies which apply in preparing the financial statements for the 52 weeks ended
26 December 2021 and have been applied consistently to all years presented.
The Company has taken advantage of the following disclosure exemptions under FRS 101 in respect of:
a) the requirements of IFRS 2 Share Based Payments;
b) the requirements of IFRS 7 Financial Instruments: Disclosures;
c) the requirements of IFRS 13 Fair Value Measurement;
(d) the requirement IAS 1 Presentation of Financial Statements to present certain comparative information and objectives, policies and
processes for managing capital;
e) the requirements of IAS 7 Statement of Cash Flows;
f) the requirements of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors to disclose IFRSs issued but not effective;
g) the requirements of IAS 24 Related Party Disclosures to present key management personnel compensation and intra-group
transactions including wholly owned subsidiaries; and
h) the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more
members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member.
The basis for all of the above exemptions is because equivalent disclosures are included in the consolidated financial statements of the
Group in which the entity is consolidated.
Judgements
Refer to note 2 of the Group financial statements for significant judgements related to the reversionary share plan and note 26 for
disclosure on the valuation of the Market Access Fee.
Investments
Investments held in subsidiaries are stated at cost less provision for impairment.
The Company assesses these investments for impairment wherever events or changes in circumstances indicate that the carrying
value of an investment may not be recoverable. If any such indication of impairment exists, the Company makes an estimate of the
recoverable amount. If the recoverable amount is less than the value of the investment, the investment is considered to be impaired
and is written down to its recoverable amount. An impairment loss is recognised immediately in the income statement.
Interests in associates and joint ventures
Investments in associates and joint ventures are stated at cost less provision for impairment.
Capital reserve – own shares
Treasury shares held by the Employee Benefit Trust are classified in capital and reserves as ‘Capital reserve – own shares’ and
recognised at cost. No gain or loss is recognised on the purchase or sale of such shares.
52 WEEKS ENDED 26 DECEMBER 2021
NOTES TO THE COMPANY FINANCIAL STATEMENTS
STRATEGIC REPORT
GOVERNANCEOVERVIEW FINANCIAL STATEMENTS
193Annual Report & Accounts 2021
Share-based payment transactions
Directors of the Company receive an element of remuneration in the form of share-based payment transactions, whereby employees
render services as consideration for equity instruments.
The awards vest when certain performance and/or service conditions are met; see the Directors’ Remuneration Report for the
individual vesting conditions for the various schemes.
The cost of equity-settled transactions with employees is measured by reference to the fair value at the date at which they are
granted and is recognised as an expense over the vesting period, which ends on the date on which the relevant employees become
fully entitled to the award. Fair value is determined by an external value using an appropriate pricing model. In valuing equity-settled
transactions, no account is taken of any vesting conditions, other than conditions linked to the price of the shares of the Company
(marketconditions).
No expense is recognised for awards that do not ultimately vest, except for awards where vesting is conditional upon a market
condition, which are treated as vesting irrespective of whether the market condition is satisfied, provided that all other performance
conditions are satisfied.
At each balance sheet date before vesting, the cumulative expense is calculated, representing the extent to which the vesting period
has expired, management’s best estimate of the achievement or otherwise of non-market conditions and the number of equity
instruments that will ultimately vest or, in the case of an instrument subject to a market condition, be treated as vesting as described
above. The movement in the cumulative expense since the previous balance sheet date is recognised in the income statement, with a
corresponding entry into equity.
Where the terms of an equity-settled award are modified or a new award is designated as replacing a cancelled or settled award,
the cost based on the original award terms continues to be recognised over the original vesting period. In addition, an expense is
recognised over the remainder of the new vesting period for the incremental fair value of any modification, based on the difference
between the fair value of the original award and the fair value of the modified award, both as measured on the date of the modification.
No reduction is recognised if this difference is negative.
Where an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any cost not yet
recognised in the income statement for the award is expensed immediately. Any compensation paid up to the fair value of the award
at the cancellation or settlement date is deducted from equity, with any excess over fair value being treated as an expense in the
incomestatement.
The Company recharges the cost of equity-settled transactions to the respective employing entity, with a corresponding increase in
equity and investment in subsidiary undertakings booked with Domino’s Pizza Group plc.
Other financial assets
The Market Access Fee is classified as a non-current other financial asset and is measured at fair value. Changes in fair value are
recognised in the income statement.
Cash and cash equivalents
Cash and short-term deposits in the balance sheet comprise cash at bank and on hand and short-term deposits with a maturity of three
months or less, which are subject to an insignificant risk of changes in value.
For the purpose of the consolidated statement of cash flows, cash and cash equivalents consist of cash as defined above.
Provisions for liabilities
A provision is recognised where the Company has a legal or constructive obligation as a result of a past event and it is probable that an
outflow of economic benefits will be required to settle the obligation.
Reversionary share plan
Certain of the Group’s historical share-based compensation arrangements dating from 2003-2010 involve a degree of estimation and
judgement in respect of their employment tax treatment. HMRC issued protective assessments in respect of potential employment
tax relating to these historical schemes and as a result of further advice received in January 2018 a provision was been recorded.
For details see note 2 of the Group financial statements.
Interest bearing loans and borrowings
Obligations for loans and borrowings are recognised when the Company becomes party to the related contracts and are measured
initially at fair value less directly attributable transaction costs.
After initial recognition, interest bearing loans and borrowings are subsequently measured at amortised cost using the effective
interest method. Gains and losses arising on the repurchase, settlement or otherwise cancellation of liabilities are recognised
respectively in finance revenue and finance cost.
52 WEEKS ENDED 26 DECEMBER 2021
NOTES TO THE COMPANY FINANCIAL STATEMENTS
194 Domino’s Pizza Group plc
2. PROFIT ATTRIBUTABLE TO MEMBERS OF THE PARENT COMPANY
The profit for the 52 week period ended 26 December 2021 of the Company is £1,088.4m (2020: £30.3m).
The increase in profit is as a result of a dividend received of £1.1bn from DPG Holdings Limited. The dividend was received following
a capital reduction performed in DPG Holdings. The amount received has been held as an amount due from Group undertakings, and
repayments over this amount have been received during the year. The amount considered recoverable in 1 year at 26 December 2021
is £105.0m, which is redeemable on demand or before 3 July 2022, and the remaining £977.0m remains due after more than one year.
Dominic Paul and Neil Smith (Resigned 16 November 2021) are the only Executive Directors employed by the Company. They are,
together with David Surdeau (Appointed 17 November 2021), who is not a director, the only employees of the Company. Information
regarding Directors’ remuneration is included in the Directors’ remuneration report on pages 96 to 118.
For details of audit fees see note 6 of the Group financial statements.
3. OTHER FINANCIAL ASSETS
At 26 December 2021
£m
At 27 December 2020
£m
Current asset 1.9 2.0
Non-current asset 6.8 13.3
8.7 15.3
Other financial assets relates to a contingent consideration (referred to as the ‘Market Access Fee’) of up to €25.0m (2020: €25.0m)
payable by Domino’s Pizza Enterprises Limited to the Group for divesting of its interests in operating Domino’s Pizza stores in Germany
and its exclusive access to the German market. This Market Access Fee is payable in instalments from 2017, the payment of each
instalment being contingent on the divested German business achieving defined levels of EBITDA. In the period we received €7.5m
(£6.4m) (2020: £nil) related to the Market Access Fee with the remainder receivable in 2022. For details of the fair value considerations
see note 26 of the Group financial statements.
4. INVESTMENTS
Subsidiary
undertakings
£m
Associates and
joint ventures
£m
Total
£m
Cost or valuation
At 29 December 2019 43.7 24.0 67.7
Return of investment funding – (0.8) (0.8)
Impairment (19.9) – (19.9)
Foreign exchange – 0.1 0.1
At 27 December 2020 23.8 23.3 47.1
Disposals (13.8) – (13.8)
At 26 December 2021 10.0 23.3 33.3
Details of the investments in which the Company holds 20% or more of the nominal value of any class of share capital are detailed in
note 32 of the Group financial statements and further details on the additions to investments in associates and joint ventures can be
found in note 18 of the Group financial statements.
During the period the Company disposed of its investment in Pizza Pizza EHF with consideration received from the buyers of £13.5m.
The final working capital adjustment for Pizza Pizza EHF was finalised after year end and an additional amount of £0.6m was paid to
the purchaser.
In the prior period, the Company disposed of its investment in DP Norway AS with consideration paid to the buyers of £6.4m.
Further information around each disposal is set out in note 28 of the Group financial statements.
During the prior period the investment in Pizza Pizza EHF (Iceland) was impaired by £19.9m. These impairments were recorded in
administrative expenses.
STRATEGIC REPORT
GOVERNANCEOVERVIEW FINANCIAL STATEMENTS
195Annual Report & Accounts 2021
52 WEEKS ENDED 26 DECEMBER 2021
NOTES TO THE COMPANY FINANCIAL STATEMENTS
5. OTHER RECEIVABLES
Falling due after one year
At 26 December 2021
£m
At 27 December 2020
£m
Amounts owed by Group undertakings 977.0 –
Amounts owed by associates 11.0 16.8
Other asset 0.8 1.6
988.8 18.4
Falling due within one year
At 26 December 2021
£m
At 27 December 2020
£m
Amounts owed by Group undertakings 107.5 112.0
Amounts owed by joint ventures 0.6 0.2
108.1 112.2
The group has a 33.3% investment in Daytona JV Limited, a UK incorporated company which owns the MFA for Domino’s in Germany.
Amounts owed by associates of £11.0m relates to the loan owed by Daytona JV Limited. Under the terms of the loan agreement, the
loan accrues interest at between 2.7% and 3.0% per annum and is payable quarterly in arrears. The loan is repayable on 18 October
2025 or when the Group ceases to own shares in the associate. During the period Daytona JV Limited repaid £5.1m (2020: £3.8m)
of the loan.
Amounts owed by Group undertakings are repayable on demand. This receivable is classified as non-current as the parent has no
intention to call on repayment in the next 12 months.
The other asset of £0.8m (2020: £1.6m) relates to bank facility fees paid in previous years which will be recovered through recharging
to subsidiary companies based on usage of the facility.
6. DEFERRED CONSIDERATION
On 18 December 2018, the Group disposed of its 50% holding of share capital in its joint venture DP Shayban Limited, on which deferred
consideration was receivable of £5.7m in 2023. This is not contingent on performance conditions. Accelerated payment terms were
agreed in May 2021 and the purchaser has repaid £2.4m during the year. The remaining balance attracts interest at a 1.62%.
7. OTHER PAYABLES
At 26 December 2021
£m
At 27 December 2020
£m
Amounts owed to Group undertakings 10.3 15.4
Other creditors 0.2 0.6
Accruals and deferred income 0.2 0.4
10.7 16.4
8. FINANCIAL LIABILITIES
Bank revolving facility
The Group has a £350.0m multicurrency syndicated revolving credit facility with an original term of five years to 13 December 2022
with the option of submitting two extension notices to extend the facility twice, each by a period of 12 months. The first extension
was arranged in November 2018 and extended the facility to 12 December 2023 with fees of £0.5m paid for this extension. There was
an option for a second extension to extend for a further year by August 2021 but this was not actioned. Arrangement fees of £0.8m
(2020:£1.6m) directly incurred in relation to the facility are included in the carrying values of the facility and are being amortised over
the extended term of the facility.
The revolving facility agreement was amended and restated in December 2021, to amend the GBP interest base rate from LIBOR
to SONIA. Interest charged on the revolving credit facility ranges from 0.75% per annum above SONIA (or equivalent), when the
Group’s adjusted leverage ratio is less than 1:1, up to 1.85% per annum above SONIA (or equivalent), for leverage above 2.5:1. A further
utilisation fee of 0.15% is charged if over one-third utilised, which rises to 0.30% if over two-thirds is drawn. In addition, a commitment
fee is calculated on undrawn amounts based on 35% of the current applicable margin.
The facility is secured by an unlimited cross guarantee between Domino’s Pizza Group plc, DPG Holdings Limited, Domino’s Pizza
UK & Ireland Limited, DP Realty Limited, DP Pizza Limited, Sell More Pizza Limited, Sheermans SS Limited and Sheermans Limited.
196 Domino’s Pizza Group plc
9. DEFERRED TAX LIABILITY/ASSET
At 26 December 2021
£m
At 27 December 2020
£m
Deferred tax asset 3.2 2.1
Deferred tax liability (1.6) (2.9)
1.6 (0.8)
The deferred tax asset of £3.2m (2020: £2.1m) relates to the reversionary share plan referred to in note 2 of the Group financial statements.
The deferred tax liability of £1.6m (2020: £2.9m) relates to the deferred tax on the Market Access Fee of which £0.4m is current.
10. PROVISIONS
Reversionary share
plan provisions
£m
Other
£m
Total
£m
At 27 December 2020 11.0 0.1 11.1
Arising during the period 2.0 0.8 2.8
At 26 December 2021 13.0 0.9 13.9
Reversionary share plan provisions
As discussed more fully in note 2 of the Group financial statements, the employment tax provision relates to certain of the Group’s
historical share-based compensation arrangements with grant dates dating from 2003 to 2010. As a result of the legal advice received
a provision was recorded in 2017 of £11.0m, comprising £2.6m employer’s NIC, and £8.4m employee’s NIC and PAYE. Within this an
estimate of interest on overdue tax of £3.0m has been provided for.
An additional £2.0m provision has been recorded in the year ended 26 December 2021 for additional potential tax liabilities following
further correspondence with HMRC around the tax treatment of options with vesting dates from 2012 through 2014, which comprises
and additional £1.5m relating to employees’ NIC and PAYE and £0.5m employers’ NIC.
No contingent asset has been recognised in the financial statements in relation to the indemnities provided by the beneficiaries of
the arrangements. As the tax liability has not crystallised, the Group is not yet entitled to seek recovery of the amounts due under
theindemnities.
The timing of the utilisation of the provision is uncertain, as discussed more fully in note 2 of the Group financial statements.
11. AUTHORISED AND ISSUED SHARE CAPITAL
Allotted, called up and fully paid share capital of 25/48p per share
At 26 December 2021 At 27 December 2020
Number £ Number £
At 27 December 2020 and 29 December 2019 468,980,073 2,442,605 462,230,073 2,407,449
Share issues – – 6,750,000 35,156
Share buybacks (20,956,282) (109,148) – –
At 26 December 2021 and 27 December 2020 448,023,791 2,333,457 468,980,073 2,442,605
During the period the Company bought back a total of 20,956,282 Ordinary shares of 25/48p each for a total of £80.5m including costs
of £0.5m. The average price paid for these repurchased shares were 381.75p. These repurchased shares were then cancelled in the
same period.
In the prior period the Company issued a total of 6,750,000 Ordinary shares of 25/48p each for a total value of £13.0m including costs
of £0.1m.
12. SHAREBASED PAYMENTS
The total charge recognised for share-based payments in respect of employee services received during the 52 weeks ended
26December 2021 was £1.7m (2020: £1.4m). This arises solely on equity-settled share-based payment transactions. Of this total, a
charge of £0.3m (2020: £0.2m) relates to employees of the Company and a charge of £1.4m (2020: £1.2m) relates to share options
granted to employees of subsidiaries. For full disclosures relating to the total charge for the period including grants to both employees
of the Company and its subsidiaries please refer to note 29 of the Group financial statements.
STRATEGIC REPORT
GOVERNANCEOVERVIEW FINANCIAL STATEMENTS
197Annual Report & Accounts 2021
52 WEEKS ENDED 26 DECEMBER 2021
NOTES TO THE COMPANY FINANCIAL STATEMENTS
13. RECONCILIATION OF SHAREHOLDERS’ FUNDS AND MOVEMENTS ON RESERVES
2021
On 4 May 2021 a final 2020 dividend of £42.3m was paid to shareholders.
On 24 September 2021 an interim 2021 dividend of £13.7m was paid to shareholders.
2020
On 18 September 2020 an interim 2020 dividend of £25.6m was paid to shareholders.
Capital reserve – own shares
This reserve relates to shares in the Company held by an independently managed EBT and shares in the Company held by the Company
as treasury shares.
All shares in the Company purchased by the Company as treasury shares in the current and prior period were done so as part of
announced buy back programmes, and were then cancelled in the same year. There were no shares held in treasury at the end of the
current or prior period.
Shares in the Company held by the EBT are purchased in order to satisfy employee shares options and potential awards under
employee share incentive schemes. During the period, the EBT purchased 800,000 shares at a cost of £2.9m (2020: nil at a cost of £nil)
in the Company and disposed of 567,681 shares in the Company (2020: 342,854). The EBT held 1,517,868 shares (2020: 1,285,549) at the
end of the period, which have a historic cost of £4.6m (2020: £3.4m). The EBT waived its entitlement to dividends in the current and
prior period.
14. CONTINGENT LIABILITIES
Pursuant to the relevant regulation of the European Communities (Companies: Group Accounts) Regulations 1992 the Company has
guaranteed the liabilities of the Irish subsidiary, DP Pizza Limited. The liabilities of DP Pizza Limited were £3.5m at 26 December 2021.
198 Domino’s Pizza Group plc
FIVE-YEAR FINANCIAL SUMMARY
26 December
2021
1
27 December
2020
1
29 December
2019
1
30 December
2018
1
31 December
2017
Trading weeks 52 52 52 52 53
System sales (£m) 1,499.1 1,348.4 1,210.9 1,155.4 1,179.6
Group revenue (£m) 560.8 505.1 508.3 493.4 474.6
Underlying profit before tax (£m) 113.9 101.2 98.8 100.0 96.2
Statutory profit before tax (£m) 109.7 98.9 75.1 87.1 81.2
Basic earnings per share (pence)
– Statutory 17.1 8.9 2.8 10.3 13.8
– Underlying 20.3 18.2 17.6 17.4 16.0
Diluted earnings per share (pence)
– Statutory 17.0 8.8 2.8 10.2 13.7
– Underlying 20.2 18.1 17.5 17.2 15.8
Dividends per share (pence) 9.80 9.10 9.76
2
9.50 9.00
Underlying earnings before interest, taxation, depreciation and
amortisation (£m) 136.4 125.5 117.0 112.7 97.7
Adjusted net (debt)/cash (£m) (199.7) (171.8) (232.6) (203.3) (89.2)
Adjusted gearing ratio 1.46 1.37 1.99 1.80 0.8
Stores at start of year 1,258 1,298 1,261 1,192 1,013
Stores opened 31 22 43 71 112
Stores acquired – – – – 67
Stores closed (5) (6) (6) (2) –
Stores disposed³ (57) (56) – – –
Stores at year end 1,227 1,258 1,298 1,261 1,192
Corporate stores at year end 35 94 129 124 108
UK like-for-like sales growth (%) 11.2% 10.9% 3.7% 4.6% 4.8%
1. Excludes discontinued operations, now refers to UK & Ireland. Store totals are presented on a Group basis including International operations.
2. The final dividend for 2019 was suspended and not tabled at the AGM. A dividend of an equivalent amount was paid as an interim dividend in 2020, and the table
above remains consistent with that presented in the 2019 Annual Report.
3. Stores disposed relate to the sale of the Sweden, Switzerland and Iceland operations (Including Norway in the prior period).
STRATEGIC REPORT
GOVERNANCEOVERVIEW FINANCIAL STATEMENTS
199Annual Report & Accounts 2021
SHAREHOLDER INFORMATION
ADVISERS AND PRINCIPAL SERVICE PROVIDERS
Registered office
1 Thornbury
West Ashland
Milton Keynes
MK6 4BB
01908 580000
Investor website:
investors.dominos.co.uk
Auditor
PricewaterhouseCoopers LLP
40 Clarendon Road
Watford
WD17 1JJ
Broker and corporate
finance advisers
Numis Securities Limited
The London Stock Exchange
10 Paternoster Square
London
EC4M 7LT
Goldman Sachs
Plumtree Court
25 Shoe Lane
London
EC4A 4AU
Solicitors
Slaughter and May
1 Bunhill Row
London
EC1Y 8YY
Bankers
Barclays Bank plc
3rd Floor
28 George Street
Luton
LU1 3US
Registrars
Equiniti Limited
Aspect House
Spencer Road
Lancing
West Sussex
BN99 6DA
200 Domino’s Pizza Group plc
If you hold your shares direct and not through a Savings
Scheme or ISA and have queries relating to your shareholding,
please contact the registrars on 0371 384 2895
Lines are open from 8.30a.m. to 5.30p.m. Monday to Friday
(excluding UK bank holidays).
Shareholders can also access details of their holding and other
information on the registrars’ website, www.shareview.co.uk.
The registrars provide an online share dealing service for
those who are not seeking advice on buying or selling,
available at www.selftrade.co.uk.
The registrars also offer a range of other dealing and
investment services, which are explained on their website,
www.shareview.co.uk
Handle with care…
Shareholders tell us that they sometimes receive unsolicited
approaches, normally by telephone, inviting them to
undertake a transaction in shares they own.
If you do not know the source of the call, check the details
against the FCA website below and, if you have any specific
information, report it to the FCA using the Consumer Helpline
or the Online Reporting Form.
If you have any concerns whatsoever, do not take any action
and do not part with any money without being certain that:
•
you fully understand the transaction;
•
you know who you are dealing with and that they are
registered with and authorised by the FCA; and
•
you have consulted a financial adviser if you have any
doubts. Remember, if it sounds too good to be true, it
almost certainly is. You run the risk of losing any money
you part with.
If you are worried that you may already have been a victim
of fraud, report the facts immediately using the Action Fraud
Helpline. Should you want any more information about ‘boiler
room’ and other investment-based fraud, this can be found on
two websites:
Action Fraud Helpline
0300 123 2040
Action Fraud Website
www.actionfraud.police.uk
FCA Consumer Helpline
0800 111 6768
FCA ScamSmart Website
www.fca.org.uk/scamsmart
The Group’s commitment to environmental issues is
reflected in this Annual Report which has been printed on
Symbol freelife satin which is made from a FSC
®
certified
and PCF (Process Chlorine Free) material. Printed in the
UK by Pureprint Group using their environmental printing
technology, and vegetable inks were used throughout.
Pureprint Group is a CarbonNeutral
®
Company. Both
manufacturing mill and the printer are registered to the
Environmental Management System ISO14001 and are
Forest Stewardship Council
®
(FSC) chain-of-custody certified.
Domino’s Pizza Group plc
1 Thornbury, West Ashland,
Milton Keynes MK6 4BB
OVERVIEW
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS
Annual Report & Accounts 2021
Domino’s Pizza Group plc Annual Report & Accounts 2021
Domino’s Pizza Group plc
1 Thornbury, West Ashland,
Milton Keynes MK6 4BB
https://corporate.dominos.co.uk