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Greencore Group plc – Annual Report and Financial Statements 2024
Delivering
Excellence
Greencore Group plc
Annual Report and Financial Statements 2024
Greencore Group plc – Annual Report and Financial Statements 2024
Greencore Group plc Annual Report and Financial Statements 2024
Greencore Group plc
is a leading
manufacturer of
convenience foods
1Strategic Report | Directors’ Report | Financial Statements | Other Information
Strategic Report
Financial highlights 1
At a glance 2
Our strategic framework 6
Our business model 8
Chair’s statement 10
Chief Executive’s review 12
Market trends 14
Strategy 16
Sustainability 18
Task force on Climate-related
Financial Disclosures (‘TCFD’) 26
Our Key Performance Indicators 36
Operating and financial review 40
Risks and risk management 44
Group Executive Team 57
Directors’ Report
Chair’s introduction to corporate governance 60
Board of Directors 62
Board leadership, culture and company purpose 64
Board activities and engagement with stakeholders 66
Division of responsibilities 74
Composition, succession and evaluation 76
Report of the Nomination and
Governance Committee 78
Report of the Audit and Risk Committee 82
Report on Directors’ Remuneration 88
Report of the Sustainability Committee 104
Other statutory disclosures 106
Statement of Directors’ Responsibilities 111
Financial Statements
Independent Auditor’s Report 114
Group Income Statement 122
Group Statement of Comprehensive Income 123
Group Statement of Financial Position 124
Group Statement of Cash Flows 125
Group Statement of Changes in Equity 126
Notes to the Group Financial Statements 128
Company Statement of Financial Position 170
Company Statement of Changes in Equity 171
Notes to the Company Financial Statements 172
Other Information
Alternative Performance Measures 177
Corporate Information 183
Our FY24 Annual Report and Financial Statements
(this ‘Annual Report’) can be downloaded as a PDF
from this location:
www.greencore.com/investor-relations/results-centre
In this report:
Revenue
£1,807.1m
FY23: £1,913.7
Basic Earnings per Share
10.1p
F Y23: 7. 2p
Group Operating Profit
£84.3m
FY23: £66.0m
Adjusted Earnings per Share (‘EPS’)
12.7p
FY23: 9.3p
Adjusted Operating Profit
£97.5m
FY23: £76.3m
Free Cash Flow
£70.1m
FY23: £56.8m
Profit before taxation
£61.5m
FY23: £45.2m
Return on Invested Capital (‘ROIC’)
11.5%
FY23: 8.9%
1. The Group uses Alternative Performance Measures (‘APMs’) which are non-International Financial
Reporting Standards (‘IFRS’) measures to monitor the performance of its operations and of the
Group as a whole. These APMs along with their definitions and reconciliations to IFRS measures
are provided in the APMs section on page 177.
Certain statements made in this Annual
Report are forward-looking. These represent
expectations for the Group’s business,
and involve known and unknown risks and
uncertainties, many of which are beyond
the Group’s control. The Group has based
these forward-looking statements on current
expectations and projections about future events
based on information currently available to
the Group. These forward-looking statements
include all statements that are not historical facts
and may generally, but not always, be identified
by the use of words such as ‘will’, ‘aims’, ‘achieves’,
‘anticipates’, ‘continue’, ‘could’, ‘develop’, ‘should’,
‘expects’, ‘is expected to’, ‘may’, ‘maintain’, ‘grow’,
‘estimates’, ‘ensure’, ‘believes’, ‘intends’, ‘projects’,
‘sustain’, ‘targets’, or the negative thereof, or
similar future or conditional expressions.
By their nature, forward-looking statements
involve risk and uncertainty because they relate
to events and depend on circumstances that may
or may not occur in the future and reflect the
Group’s current expectations and assumptions as
to such future events and circumstances that may
not prove accurate. A number of material factors
could cause actual results and developments to
differ materially from those expressed or implied
by forward-looking statements. There may be
risks and uncertainties that the Group is unable
to predict at this time or that the Group currently
does not expect to have a material adverse effect
on its business. Accordingly, no assurance can be
given that any particular expectation will be met
and you should not place undue reliance on any
forward-looking statements. These forward-
looking statements are made as of the date of this
Annual Report. The Group expressly disclaims
any obligation to publicly update or review
these forward-looking statements other than
as required by law.
Financial highlights
1
2 Greencore Group plc Annual Report and Financial Statements 2024
At a glance
Protecting food safety
We source, store and prepare our
Great Food to the highest food safety
standards every day. Our customers and
their consumers can trust what we place
on the shelves.
Leading on taste
We work hard to innovate and improve
recipes and technologies to deliver
delicious taste.
Winning on quality
We care deeply about the experience
we deliver to consumers and take great
care in assuring food quality, from the
nutritional value, colour and texture
to the packaging it reaches them in.
Ros Wherry, Distribution team
Delivering for
our customers
We are proud to supply a wide range
of chilled, frozen and ambient foods
to some of the most successful retail
and food service customers in the UK.
We supply all of the major supermarkets in the
UK, and also supply convenience and travel
retail outlets, discounters, coffee shops, food
service and other retailers.
Our principal customers include:
Delivering
Great Food
3Strategic Report | Directors’ Report | Financial Statements | Other Information
Corporate
head office
Manufacturing sites
16
Distribution centres
and transport hubs
17
Distribution vehicles
618
Direct to store deliveries each day
10,500
Locations
Corporate head office
Manufacturing sites
Distribution centres
Transport hubs
Corporate services centre
Manufacturing
We operate 16 industry-leading manufacturing sites, comprising
of eight sandwich units, five chilled ready meal units, three salad
units, two sushi units, one chilled soup and sauces unit, one chilled
quiche unit, one ambient cooking sauce and pickles unit and
one Yorkshire Pudding unit.
Distribution
We have built a strong Direct to Store distribution operation
comprising over 618 vehicles, three regional distribution centres
and 14 transport hubs.
What we do and
where we operate
4 Greencore Group plc Annual Report and Financial Statements 2024
Delivering
consistent
high quality
every time
Strategic Report
At a glance 2
Our strategic framework 6
Our business model 8
Chair’s statement 10
Chief Executive’s review 12
Market trends 14
Strategy 16
Sustainability 18
Task force on Climate-related
Financial Disclosures (‘TCFD’) 26
Our Key Performance Indicators 36
Operating and financial review 40
Risks and risk management 44
Group Executive Team 57
Chair
Focus on delivering excellence
“I remain convinced that the Group has
a solid foundation and growth potential.”
Read more on page 10
CEO
Delivering and building momentum
“A day doesn’t go by that I’m not impressed
by what our teams accomplish.”
Read more on page 12
5Strategic Report | Directors’ Report | Financial Statements | Other Information
748m
Sandwiches and other
food to go items
125m
Chilled ready meals
28m
Pickles
60m
Food to go salads
92m
Side of plate salads
42m
Chilled soups and sauces
24m
Packs of sushi
204m
Cooking sauces,
dips and
table sauces
452m
Yorkshire
Puddings
28m
Quiche
The items produced in FY24 relate to the 52-week
period from 30 September 2023 to 27 September 2024.
6 Greencore Group plc Annual Report and Financial Statements 2024
How it all connects
Our strategic framework
We are defined by…
Our purpose
“Making every day taste better”
These words define who we are and inspire
what we do.
Making: this is our call to action.
Manufacturing is at the heart of what we do.
Every day: we operate 24/7 throughout the
year and make a positive contribution to
the everyday lives of many people.
Taste: food is a core part of our DNA.
We are obsessed with making safe and
nutritious products that taste great.
Better: we constantly strive for better in
everything we do; in our products, in our
operations, with our people and in the impact
we have on our planet.
Read more on page 64
Which guides…
Our strategy
We are one of the UK’s leading convenience
food producers, operating across several
convenience food categories. We have
built this position through long-term
partnerships with major UK retailers in
attractive product categories.
Our strategy is focused on accelerating
financial returns and delivering growth from
these partnerships, across three horizons:
Horizon 1: Stabilise (FY23)
Stabilise the business, operationally and
financially, to provide a platform for future
development – which was achieved in FY23.
Horizon 2: Rebuild (FY24 to FY26)
Rebuild our profitability and returns through
choices on where we play, strengthening
the model for how we win and investing
in foundational capabilities and enablers.
Horizon 3: Grow (FY24 to FY28)
Grow the business over time, broadening
our portfolio through selective and
disciplined investment. This runs in parallel
with Horizon 2.
Read more on page 16
7Strategic Report | Directors’ Report | Financial Statements | Other Information
Making with Care
By 2040, we will operate (Scope 1 and 2) with net zero emissions.
We are committed to producing food in a way that is
sustainable and responsible, minimising our energy
consumption, reducing food waste and conserving resources
such as water.
And we do that by following…
The Greencore Way
The Greencore Way is built on four elements:
Bringing to life sustainability
through our…
Better Future Plan
Our Better Future Plan is our sustainability
strategy and commitment to improving the
food system for both people and the planet.
It has three corresponding strategic pillars: Sourcing with
Integrity, Making with Care and Feeding with Pride. Each pillar
comprises of an overarching ambition, key focus areas and is
underpinned by commitments by which we operate.
Read more on page 18
People at the Core
Our people are central to
everything that we do. We
believe that we differentiate
ourselves through our
people and how we adapt
quickly to the changing
needs of our business.
Excellence
We strive for excellence in
everything we do and are
committed to continuously
improving our business to
drive efficiency and create
value for all stakeholders.
Great Food
We have a passion for
food and invest everyday
to provide our customers
with safe, great tasting,
high-quality and
innovative products.
Sustainability
We ensure sustainability
underpins all aspects of
our business; we source
with integrity, make with
care and feed with pride.
The Greencore Way describes who we are and how we
succeed. These principles help to guide our decision-
making across the organisation.
Feeding with Pride
By 2030, we will have increased our positive impact on
society through our products.
By making it easier for people to make informed food
choices, we can help reduce food’s negative impacts
on the planet and boost its positive impact on society.
Sourcing with Integrity
By 2030, we will source our priority ingredients from a
sustainable and fair supply chain.
By understanding the complexities of our supply chain
and its impacts, we are better positioned to reduce our
products’ environmental footprint and respect the human
rights of all involved.
8 Greencore Group plc Annual Report and Financial Statements 2024
Our business model
Delivering
better results
People
c.13,300
Ingredients
2,500
Manufacturing sites
16
Distribution fleet
618
Invested capital
c.£700m
Managing our risks
Like all organisations, we face a wide range of risks that could impede
the successful achievement of strategic objectives. We recognise that
effectively managing these risks is critical to our success.
We operate an Enterprise Risk Management framework that ensures
that risks are understood, evaluated, and mitigated in line with our
risk appetite and enables informed decision making. This is supported
by systematic oversight provided by the Risk Oversight Committee
and the Audit and Risk Committee, and a standard methodology.
Read more on Risks and Risk
Management: Page 44
Our inputs
Jasbir Grewal and Karl Hand, Heathrow
9Strategic Report | Directors’ Report | Financial Statements | Other Information
Stakeholder value creation
For each of our stakeholders, we aim to add value by:
Stakeholder
management
Effective stakeholder management
helps us better understand the impact
of our decisions on all our stakeholders,
as well as their needs and concerns and
feedback from such engagement is
regularly considered by the Board as
part of its decision making process.
Read more on pages 68 to 73
on how the Board engaged with
stakeholders during FY24
Shareholders
Creating sustainable
value through disciplined
capital allocation.
Read more on Operating and
financial review: Page 40
Col leagues
Investing in career development
to shape career opportunities
to engage, reward and retain
our people.
Read more on People at
the Core: Page 24
Consumers
Addressing key consumer
demand drivers through
food innovation.
Read more on market trends:
Page 14
Customers
Providing best-in-class customer
outcomes and satisfaction.
Read more on our strategy:
Page 16
Suppl iers
Partnering with suppliers
to achieve goals and drive
sustainable growth.
Read more on sustainability:
Page 18
Community
Creating stronger and healthier
communities through education
and food-focused engagement.
Read more on sustainability:
Page 18
10 Greencore Group plc Annual Report and Financial Statements 2024
As I complete my second
year as Chair of Greencore,
I remain convinced that the
Group has a solid foundation
and growth potential. We
hold strong positions in our
categories, maintain enduring
relationships with the top UK
retailers, have well-invested
facilities, exceptional people,
and a robust balance sheet.
Introduction
In FY24, the Group continued to focus on
rebuilding its profitability, where we made
solid progress. Our re-entry into the FTSE
250 reflects this progress. However, as
I will outline, there is still more to do to
manage external challenges, further rebuild
profitability and drive our growth agenda.
Delivering excellence
In FY24, our total revenue decreased by
5.6% to £1,807.1m, as a result of strategic
decisions to exit low return contracts and
Chair’s statement
1
the sale of the edible oils business, Trilby
Trading Limited. While our Pro-Forma
revenue growth was -1.4%, our Like-for-Like
revenue growth was 3.4%, demonstrating
our ability to manage commercial returns
and grow with our customers. Adjusted
Operating Profit rose by 27.8% to £97.5m,
with Operating Profit increasing by 27.7%
to £84.3m.
I’m pleased with the Group’s strong
performance this year and would like to
thank our Chief Executive Officer, Dalton
Philips, and the entire management team
for delivering these results. Following
material changes over the past two years,
the refreshed management team is now fully
operational and focused on driving value for
the Group.
Our Commercial and Operational Excellence
programmes delivered well in FY24. The
Group maintained exceptional service levels
while strengthening customer relationships
through long-term partnerships, introducing
innovative products and winning significant
new business. Operationally, we continued
to embed our excellence programme,
driving more consistent application of best
practices across sites. The management
team also employed a returns-based
assessment across products, contracts,
categories, and sites, reinforcing our focus
on profitability and capital discipline.
This positive performance has strengthened
our financial position. We successfully
managed the Free Cash Flow generated by
the business, reducing Net Debt (pre-IFRS16)
to £148.1m and bringing leverage to 1.0x,
at the lower end of our medium-term target
range of 1.0 – 1.5x.
Stakeholder engagement
Throughout FY24, I continued to engage
with key stakeholders, including our major
shareholders. These discussions have been
insightful, providing valuable feedback for
the Board. More details on our stakeholder
engagement are available on pages 68 to 73.
Corporate governance
In February 2024, we welcomed Catherine
Gubbins as Executive Director and Chief
Financial Officer. Catherine has already
made a positive impact, and her wealth of
experience strengthens our leadership team.
I would also like to extend my gratitude to
Sly Bailey and John Amaechi, who stepped
Focus on
delivering
excellence
“I want to express our gratitude to
all our colleagues who contributed
to the Group’s strong performance.
The drive, focus and commitment of
our c.13,300 colleagues, alongside
the leadership of our management
team, were key to our success.”
Leslie Van de Walle
Board Chair
1. The Group uses Alternative Performance Measures (‘APMs’) which are non-International Financial Reporting Standards
(‘IFRS’) measures to monitor the performance of its operations and of the Group as a whole. These APMs along with
their definitions and reconciliations to IFRS measures are provided in the APMs section on page 177.
Our Board, Dublin
11Strategic Report | Directors’ Report | Financial Statements | Other Information
Adjusted Operating Profit
£97.5m
Revenue
£1,807.1m
down from the Board in January 2024 after
nearly 11 and 3 years of service respectively.
Their contributions have been significant,
and we wish them all the best for the future.
Following these changes, Linda Hickey
assumed the role of Senior Independent
Director and Anne O’Leary took on the
position of Workforce Engagement Director.
The Board continues to evolve, reflecting
the Group’s needs, with refreshment of
Board Committees during FY24.
Shareholder returns
We are grateful to our shareholders and
other stakeholders for their continued
support. Our strong financial performance
in FY24 enabled us to continue returning
capital to shareholders. Between October
2023 and February 2024, over 15m ordinary
shares were repurchased, marking the
completion of the £50m capital return
programme announced in May 2022.
In May 2024, we committed to returning a
further £50m to shareholders over the next
12 months, beginning with a £30m share
buyback, which was extended by £10m in
August 2024 and was completed on the
11th November 2024. The Board is now
pleased to recommend a dividend of 2.0
pence per share. Given the Group’s strong
balance sheet, the Group is also launching
an additional £10m share buyback.
Naturally, we reserve the flexibility to adjust
our returns policy to best serve the strategic
objectives of the Group.
Conclusion
On behalf of the Board, I want to express
our gratitude to all our colleagues
who contributed to the Group’s strong
performance. The drive, focus, and
commitment of our c.13,300 colleagues,
alongside the leadership of our management
team, were key to our success.
While we have made significant progress,
there is more to be done to rebuild
profitability. As part of this, we recognise that
we face several challenges in the external
environment that will need to be addressed
in the coming year. In FY25, our focus will
be to further drive our Commercial and
Operational Excellence programmes and
continue progressing our Group-wide
technology transformation.
Looking ahead, the Group now anticipates
FY25 to be within the top half of the range of
current market expectations as we continue
to build the foundation for future growth.
Leslie Van de Walle
Board Chair
2 December 2024
12 Greencore Group plc Annual Report and Financial Statements 2024
Delivering
and building
momentum
“Even though I’m entering my third year
at Greencore, a day doesn’t go by that
I’m not impressed by what our teams
accomplish – delivering high-quality,
fresh food to consumers right across
the UK.”
Dalton Philips
Chief Executive Officer
Chief Executive’s review
1
It’s now been over two years since
I joined Greencore, and I’m proud
of the progress we’re making.
After some very challenging years,
we’ve stabilised the business and
started the journey to reset our
profitability. While there’s still
much more to do, the strides we’ve
made this year give me confidence
that we’re on the right path.
Introduction
I want to extend a huge thank you to our entire
team of c.13,300 colleagues for their hard work
and professionalism throughout FY24. I’m also
incredibly grateful to our suppliers, who provide us
with the materials to create these great products,
and to our customers, whose partnerships are so
critical to our success.
Even though I’m entering my third year at Greencore,
a day doesn’t go by that I’m not impressed by what
our teams accomplish – delivering high-quality,
fresh food to consumers right across the UK.
I’m also pleased to share that our leadership team is
now fully in place. Catherine Gubbins joined us as
Chief Financial Officer in February 2024, and she’s
already making a positive impact on the business.
Strong FY24 performance
In FY24, our financial performance continued to
improve. While our total revenue decreased to
£1,807m, this was largely due to our disposal of
Trilby Trading Limited at the end of FY23 and exiting
contracts with low returns. Our Like-for-Like revenue
grew by 3.4% and gross margin increased to 33.2%.
Adjusted Operating Profit increased 27.8% to £97.5m,
showing that we’re moving in the right direction.
Our financial position remains solid. We reduced
Net Debt (pre-IFRS 16) to £148.1m and brought Net
Debt:Adjusted EBITDA as measured under financing
agreements down to 1.0x, which is at the lower end
of our medium-term target range of 1.0 – 1.5x. As
highlighted in the Chair’s statement, this has allowed
us to maintain the flexibility to return capital to
shareholders.
Drivers of turnaround
I want to thank the entire team across the business
for working tirelessly to achieve this result.
1. The Group uses Alternative Performance Measures (‘APMs’)
which are non-International Financial Reporting Standards
(‘IFRS’) measures to monitor the performance of its operations
and of the Group as a whole. These APMs along with their
definitions and reconciliations to IFRS measures are provided
in the APMs section on page 177.
2. Kantar World Panel – 52 Weeks Ending 29 September 2024.
13Strategic Report | Directors’ Report | Financial Statements | Other Information
Commercially, we outpaced the market,
growing our Like-for-Like volume by 0.5%,
where the market declined 0.1%
2
. We had
particularly strong performance in the
sandwiches and ready meals categories.
This success was driven by a focus on new
product development, resulting in the launch
of more than 400 new products. At the same
time, we took actions to streamline the total
number of unique ingredients used in our
products, resulting in a reduction of 5% vs.
FY23.
We also strengthened our customer
relationships, securing multi-year contract
renewals and winning new business,
including a large ready meals contract at
our Kiveton site, onboarded in late Q4 FY24.
However, we also made difficult decisions,
such as closing our chilled soup and
sauce plant also located at Kiveton, with
production consolidated into our Bristol site.
While most colleagues were redeployed,
the closure did result in some redundancies.
I want to acknowledge the contribution of
those former colleagues to the business and
wish them all the best for the future.
Our Operational Excellence programme
has also made significant progress. Over
FY24, we delivered 843 individual initiatives
to reduce material waste, improve labour
and supply chain planning, and enhance
engineering practices across our network.
With a small, focused Operational Excellence
team, we’re systematically rolling out best
practices that will support our long-term
performance ambitions.
People at the Core
When I visit our sites, I’m always struck by
the passion and commitment of our people
– from our senior leaders to those on the
frontlines making great food every day. Our
colleagues are without a doubt our most
valuable asset, and they are central to our
competitive advantage.
This year, we made important strides in
engaging more deeply with our people. We
ran our People At The Core survey in FY24,
with 84% of colleagues participating. We
achieved a sustainable engagement score
of 81% representing a two percentage point
increase from our last survey in 2022. I’m
particularly encouraged by the improvements
in colleague communication and senior
leadership engagement, which rose by 9
and 6 percentage points respectively.
We’ve also made progress in fostering a
more inclusive and diverse workplace. From
leadership development initiatives to broader
representation targets, we’re committed
to being a company where everyone feels
empowered to bring their best selves to
work. There’s more to do, but I’m pleased
with the steps we’ve taken so far.
Focus on sustainability
Since FY21, we’ve been making progress
towards our Better Future Plan. While FY24
saw good progress, we know there’s more
to be done to drive the transformational
change needed to meet our targets. We
recognise the vital role that Greencore has to
play in creating a food system that works for
both people and the planet.
Our Plan Ownership Model, introduced
last year, assigns clear ownership of our
Better Future Plan across the business. In
FY24, each Plan Owner developed long-
term roadmaps, supported by short-term
action plans, to achieve our goals. Our
Group Executive Team has also gained a
deeper understanding of climate risks, and
has increased our engagement with all Plan
Owners, reflecting how central sustainability
has become to our agenda.
While we’re still early in the journey, I’m
encouraged by the momentum and
ownership within our business. We are
learning every step of the way and are
committed to reducing our environmental
impact, supporting better social outcomes,
and building long-term business resilience.
Strategic progress
Over the past year, we’ve stayed true to
our horizon strategy. Having stabilised the
business in FY23 (Horizon 1), we’ve focused
in FY24 on rebuilding profitability (Horizon
2), and while there’s more to be done, the
progress is clear. At the same time, we’ve
started laying the groundwork for future
growth (Horizon 3), through both organic
and inorganic opportunities.
In FY24, we also launched our Making
Business Easier transformation programme
aimed at improving our infrastructure for
data, processes, and technology. This
programme is focused on driving simplicity
and consistency of outcomes across the
business, and will deliver value through
over 40 initiatives over the coming years.
Looking forward
Looking ahead, I believe I speak for all our
colleagues when I say we’re optimistic
about Greencore’s future. While we will have
several external cost challenges to address
in FY25, our focus remains firmly on both
rebuilding profitability and creating long-
term growth opportunities. I truly believe
our best days are ahead, and I feel privileged
to be part of this incredible Company.
Finally, I want to once again thank my
colleagues, our customers, suppliers,
shareholders, and stakeholders for their
continued support throughout FY24.
Together, we’re building something great.
Dalton Philips
Chief Executive Officer
2 December 2024
“Adjusted Operating Profit increased 27.8%
to £97.5m, showing that we’re moving in the
right direction.”
Josh Ramsell at Tamworth
14 Greencore Group plc Annual Report and Financial Statements 2024
Market trends
We understand people, shoppers
and consumers
By tracking, measuring, and reporting on data and
insights, we gain both a top-down and bottom-
up perspective on the trends and themes that
affect our business and categories. We partner
with leading research agencies, utilising the
latest technology and robust methodologies
to maintain a deep understanding of
consumer and market dynamics.
Our team rigorously analyses various data
points, including end point-of-sale, loyalty,
and panel data, to understand detailed
shopper behaviour (the ‘what’). We then
enhance this analysis with our proprietary
quantitative and qualitative consumer
and shopper research to understand
sentiment and motivations (the ‘why’).
This comprehensive insight enables us to
develop effective category growth strategies
in collaboration with our customers.
We continually seek new ways to
better understand people
Our proprietary consumer community
‘Talking Taste’ enables us to get closer to
our shoppers and consumers than ever
before. We are in constant conversation
with our 1,000+ highly engaged community
members to understand more about
their lives, their priorities and the factors
impacting on their food decisions. This
ensures that we remain relevant in terms
of our product ranges and innovation.
The community platform’s best-in-class
integrated AI capability enables us to get to
deeper insights quicker, increasing the speed
of our decision making. We have partnered
with our community agency to push the
boundaries in terms of our research and
analysis by incorporating AI on a test and
learn basis.
We understand what drives
purchase behaviour
In addition to our online research
programme we use in-store and
ethnographic research to understand
people in the context of their own lives,
and how they make decisions in-the-
moment. We have used advanced eye-
tracking technology, accompanied shopping
trips, home visits and longitudinal interviews
to understand total decision pathways, both
in general and specific to our categories.
Shoppers are typically on autopilot when
buying food and we only have a short
window of opportunity to catch their
attention so our products need to be seen
on shelf. From our extensive research we
have developed a set of shopper-focused
guiding principles for each of our categories
and we work with our retail partners to
ensure we are giving our products and
categories the best chance of success.
We look to the future
We have worked extensively to understand
the consumer of the future. Our generational
research and insight enables us to build
a picture of how consumers needs and
expectations are evolving and how this
might translate to our product ranges
and store of the future.
We respond to evolving consumer
trends and preferences to ensure we
remain relevant
Reliance on convenient solutions, people
instinctively look to simplify life where they
can. Although this manifests itself differently
across people and households there are
some common areas shaping every food
choice (meal dynamics, food provision,
food planning, food value and food health).
Personal inhibitors to food preparation
include skills, time, space and money.
Convenient food solutions, in many forms,
help across all these challenges. Everyone
has their own learned short-cuts, and their
own set of priorities, and understanding
these, and how they interact, helps explain
why and how food choices are made and
which levers we can pull in-store to offer
more convenient solutions.
Convenient access to food is just as
important as convenient food solutions.
The UK’s food delivery landscape has
evolved significantly in recent years,
driven by changing consumer preferences,
technological innovation, and the ongoing
shift towards convenience. Routes to market
are evolving at pace with rapid grocery
delivery services (Q-Commerce), dark
kitchens, subscription and membership
platforms and apps which are using AI
to optimise efficiency and customer
experience. Customer expectations are
also increasing as they prioritise speed and
convenience alongside discounts, deals
and loyalty schemes.
Using insights
to drive our
business forward
We have a dedicated team of insight and category
professionals reviewing multiple sources of market,
shopper, and consumer intelligence daily to unlock
key insights. Here are just some of those insights.
15Strategic Report | Directors’ Report | Financial Statements | Other Information
Best-in-class insight and data partners
12
Time spent one-to-one with shoppers
in store and in their homes
100 hrs
Individual consumer video responses to
research questions
300+
Interviews conducted in-store
600+
Active and engaged online community
members
1,000+
Individual responses to multiple
community briefs
18,500+
Cost consciousness
In response to economic uncertainties,
consumers are increasingly focused on
affordability, with many opting to create
occasions in home as an affordable
alternative to eating out.
Savvy shopping has become ingrained
in consumer behaviour and value for
money remains a key consideration,
especially when it comes to grocery
shopping. When buying food to consume
out-of-home the mindset is slightly different.
People are often more open to treating,
opening up opportunities for the likes of
premium lunchtime meal deals.
Healthy Sustainable Diets
There is so much contradicting health
information available, and many find
it confusing and difficult to navigate.
Increasingly consumers are looking to
retailers and manufacturers to support,
guide and lead the way through making
our products healthier and reducing
their environmental impact. We have
a responsibility to use our influence
to drive positive system change and
improve food outcomes for consumers
and the wider society.
Healthy eating comes in many forms
and lacks consistency. Many just seek
an ‘indication’ of health more than an
‘actual’ measurement of health; picking
what works for them. Whilst health isn’t at
the forefront of decisions, it can feature
in many. By understanding people’s
underlying attitudes to health and how
they align with their actual decisions and
behaviour we can ensure our product
ranges meet their health needs and inspire
shoppers to make healthier and more
sustainable choices in store.
Treat opportunity
Treat occasions continue to play an
important role across our categories.
People will trade up and reallocate their
spend to occasions they feel are more
important. Weekends typically prompt
a change in food choice, either moving
towards or away from convenient foods,
whichever feels more of a treat. Product
ranges that fulfil these treat needs are
important for both at home and on-the-
go occasions, and the in-store delivery
of these occasions is critical.
James Macer at Wisbech
16 Greencore Group plc Annual Report and Financial Statements 2024
Strategy
Delivering
our strategy
We are one of the leading
convenience food businesses
in the UK. We have built this
position through long-term
partnerships with major UK
retailers in attractive product
categories, supported by
outstanding innovation and
manufacturing capability.
Our strategy is focused on accelerating
financial returns and delivering growth from
these partnerships, across three horizons:
Horizon 1: Stabilise
In FY23, we successfully stabilised the business after a
period of material external and internal disruption. This
was achieved through a series of commercial, operational
and cost control interventions, which we have previously
described (see our Annual Report for FY23).
Horizon 2: Rebuild
In FY24, we commenced Horizon 2, where our focus is
on rebuilding the profitability and returns of the Group.
We are pleased to have made progress towards this goal
and delivered strong year-on-year Adjusted Operating
Profit growth. We delivered this through returns-based
assessments in each of our categories, continued focus on
our Commercial and Operational Excellence programmes
and investment in foundational enablers. Yet, we recognise
that our job is not done, and we have more to do to rebuild
the business in FY25 and beyond.
Horizon 3: Grow
In parallel to Horizon 2, we also commenced Horizon 3
in FY24, which is focused on the pursuit of further growth
opportunities. Although we operate in categories which are
growing faster than the wider market, we have an ambition
to further strengthen the growth trajectory of the Group.
We will pursue this, through selective and disciplined
investment, to support growth both within our current
footprint, and by broadening our portfolio.
Rebuilding
performance
Having stabilised the
business, our focus is on
rebuilding the profitability
and returns of the Group.
Investing for
future growth
In parallel to our work on
rebuilding profitability,
we are focused on driving
sustainable long-term growth
in our business.
17Strategic Report | Directors’ Report | Financial Statements | Other Information
In FY24, we made progress towards our goal of rebuilding
the profitability and returns of the Group back to historic levels.
We delivered a strong year-over-year increase in profitability
and returns, with activity in three key areas.
The first area is around portfolio optimisation, and applying
a returns-based lens to each of the categories that we operate
in. In FY24, while we focused on further development of
outperforming categories, we also continued to focus on
categories previously identified as underperforming. In these
areas, we have taken conscious actions to restore profitability
and returns and will continue to do so. For example, in salads,
we exited a low-margin sub-category, and in doing so created
capacity for higher-margin product. In chilled soup and sauce,
we took the strategic decision to close our soup and sauce
facility on our Kiveton campus and consolidate production
into a stand-alone plant in Bristol.
The second area is focused on commercial and operational
excellence. In FY24, we continued to meaningfully step change
our capabilities in these areas, to create a replicable model to
drive profitability and returns in future years. In commercial,
we are focusing on excellence enhancements across the
entire lifecycle of consumer insight, product planning, selling
to customers and procurement. In operations, our excellence
programme is unpinned by deploying industry-wide best
practices across multiple pillars of our operating model. We’ve
implemented a model of site ‘lighthouses’, where individual sites
are piloting improvement programmes to drive quick wins, which
we then deploy as best practice learnings across the network.
The third area is process and technology transformation. This
is focused on continuing to improve our infrastructure for data,
systems, processes and technology, which will help to underpin
and improve the delivery of other elements of our operational
and commercial improvements. In FY24, we launched our
Making Business Easier transformation programme to address
this, which is now fully mobilised with a clearly defined roadmap
for the coming years.
As one of the UK’s leading convenience food players, we are well
positioned to outperform the market, given the categories that
we operate in. Over the 52 weeks to September 2024, Greencore
grew Like-for-Like volume by 0.5%, outperforming the market,
which declined by 0.1%
1
.
However, we recognise that we will need to evolve our portfolio
over time to include higher-growth markets, to help lay a
foundation for sustainable long-term growth. This will require
us to diversify our category, channel and market exposure over
time. We will approach any potential expansion in a disciplined
way, identifying high-growth areas, aligned to consumer and
customer trends, and choosing to invest in areas where we
have a right to win and there are natural synergies with our
existing business.
While some of this growth will be achieved through organic
means, we are also assessing inorganic investment opportunities.
In FY24, we have built our capability and network in this area and
are continuing to assess potential opportunities, against a set of
clearly defined investment criteria.
Our investments in growth will be enabled by the strong platform
and strategic flexibility that we are continuing to unlock as we
rebuild our profitability.
1. Kantar World Panel – 52 Weeks Ending 29 September
Tamworth Distribution Centre
18 Greencore Group plc Annual Report and Financial Statements 2024
Delivering a
better future
Sustainability
“Our
Better Future Plan
is a
transformative programme to ensure
long-term business success so
Greencore is continually evolving for
the better. FY25 will bring challenge,
opportunity, risk and reward. I am
proud of the network of sustainability
leaders we are building across the
business, and am confident we will
push the agenda in the ways needed
to advance into the ‘next chapter’ of
our sustainability journey.”
Fran Haycock
Head of Sustainability
Today’s food system is complex and
becoming increasingly fragile, and we
acknowledge our responsibilities within
our operations and across the value chain.
Our Better Future Plan reflects our response to risks
and opportunities within the food system. This is our
commitment to work for a future where our people and our
business thrive sustainably. It guides the way we operate,
supports the direction we take and inspires our strategy.
Alongside this, our business purpose underpins the actions
we take towards making a difference for everyone who
interacts with the business, from consumers and suppliers,
to those in the communities where we operate – whilst also
working to improve and preserve the health of the planet
we all share.
Greencore has an important role in helping to transform the
food system into one that works for both people and the
planet. By making products that are nutritious, affordable
and taste great, we can make it easier for people to make
choices that are good for their health and wellbeing,
support local communities, and reduce the impact of
food on the natural world.
Our Better Future Plan is made up of three interlocking
strategic pillars: Sourcing with Integrity, Making with Care,
and Feeding with Pride. Our People at the Core topics –
human rights in our direct operations, inclusion and
diversity, health and safety, and communities – underpin
these pillars, which are then supported by four foundation
topics that uphold the strategy and are fundamental to our
transformation process: Governance, Risk management,
Transparency, and Embedding.
The global sustainability landscape continues to evolve
at pace and we are evolving the strategy to ensure it is
representative of both the local and global challenges at
hand. Albeit an incredibly challenging and complex agenda,
we are committed to our Better Future Plan journey and are
preparing a more resilient business in these times of change.
Materiality
Greencore’s disclosures are focused on the issues most
material to our business activities. Greencore last undertook
a double materiality assessment in FY22 and will be
undertaking a more comprehensive double materiality
assessment in early FY25 in preparation for the Corporate
Sustainability Reporting Directive (‘CSRD’) disclosure required
in FY26. The outcomes of this assessment will then be used
to shape the future chapters of sustainability at Greencore.
Aligning with external frameworks
Greencore aligns disclosures in its standalone Sustainability
Report to international non-financial reporting standards
such as Global Reporting Initiative (‘GRI’). Headquartered
in Ireland, we are paying particular attention to the fast-
evolving European regulation. We are preparing to align
with the CSRD, including the EU Taxonomy, in addition to
the International Sustainability Standards Board and the
Transition Plan Taskforce (‘TPT’) Disclosure Framework, all
in FY26. As the mandatory disclosure landscape evolves and
strengthens, we will be reviewing how to most appropriately
balance our commitments between the voluntary and
mandatory asks of the business.
19Strategic Report | Directors’ Report | Financial Statements | Other Information
Responsible sourcing
We will continuously improve
the way we are sourcing our
goods and services, in an ethical,
environmentally sustainable and
socially conscious manner.
Human rights in our global
supply chains
We will operate within a global
supply chain where ethical conduct,
respect for human rights and the
wellbeing of worker rights are
paramount.
Human rights in our
direct operations
We will create a workplace
where ethical conduct,
respect for human rights, and
colleague wellbeing is central
to our direct operations.
Inclusion and diversity
We are committed to ensuring
everyone’s experience of
working with us is an inclusive
one, where our colleagues
can be themselves and fulfil
their potential.
Health and safety
We are committed to
reducing health and safety
risks, creating a safer
workplace, and promoting
health and wellbeing.
Communities
We will integrate into our
local communities by using
our products, services,
capabilities and passion to
benefit the communities
where we operate.
Net zero operations
We will build and operate a business
that uses less to generate more, and
creates both a circular and more
self-sufficient energy supply.
Food waste
We will halve food waste within our
operations and work with others to
minimise waste in our supply chain.
Water stewardship
We are committed to developing
water awareness throughout the
business and work towards a model
of water stewardship.
Healthy and sustainable diets
We are committed to positively
influencing the health of millions
by producing healthier, sustainable
options, and, making them more
available, accessible, affordable and
desirable.
Sustainable packaging
We will design lower environmental
impact packaging, making it easier
to recycle and eliminating single-
use plastics.
People at the Core
Foundations
Governance Risk management Transparency Embedding
Delivery plans Strategic ambition
By 2040, we will operate
(Scope 1 and 2) with
net zero emissions
Making
with Care
By 2030, we will source our
priority ingredients from a
sustainable and fair supply chain
Sourcing
with Integrity
By 2030, we will have increased
our positive impact on society
through our products
Feeding
with Pride
This year we made several adjustments to keep our strategy relevant to the changing world, the key
environmental and societal issues, and the expectations of stakeholders. Water stewardship now features
as its own topic in our Making with Care pillar to reflect the growing importance of and internal work on water
management this year. We moved communities from Making with Care to People at the Core to better align
with the topic’s people-focused objectives, and we renamed our agendas related to human rights to reflect the
importance of the different considerations and approaches in terms of human rights in our direct operations and
human rights in our global supply chains.
Our
Better Future Plan
pillars:
20 Greencore Group plc Annual Report and Financial Statements 2024
Sustainability continued
Year in review
Our work in FY24 has enabled us to take a significant step forward in our sustainability journey,
mobilising our teams around each of our topics and deepening our knowledge.
This year we turned our focus to data
maturity, strategy development and
preparing for incoming regulation on
sustainability reporting. We enhanced
our Group Sustainability team with more
specialist resource – sustainability reporting,
responsible sourcing and human rights – and
continued embedding our Plan Ownership
Model to help mobilise the business around
each of our topics.
Collaboration remains key to our
Sustainability Strategy, and achieving
our goals requires joint efforts with both
customers and suppliers. This year we
further enhanced the collaborative nature
of these relationships, whilst balancing
our primary focus in the short term on
optimising our own operations to deliver Key
Performance Indicator (‘KPI’) improvements.
Sustainability data
Meeting our commitments depends on
accurate, timely and robust data, which has
received significant focus from our Group
Executive Team, functional leaders and
the broader business. We placed greater
emphasis on gathering high-quality data
across all reportable sustainability metrics,
and drove business accountability of these
into the relevant teams.
Additionally, the Commercial function has
made significant strides with both healthy
and sustainable diets (‘HSD’) and sustainable
packaging data, enabling us to report on our
KPIs in both spaces for the first time this year,
and use the data to drive business decisions
and shape customer engagement. This data
changed our focus and action planning
towards our HSD Roadmap, with data now
informing decisions within our product
development cycles. We are one year into a
multi-year journey to achieving the level of
data maturity needed to meet our upcoming
regulatory reporting obligations. Continuous
strengthening of our data, systems, processes
and controls will be essential for guiding
decisions, meeting future reporting
requirements, and fully embedding
sustainability into our business.
Strategy development
Our Plan Owners have concentrated on
developing their respective multi-year
roadmaps across our 10 topics. The plans
were approved by the Group Executive
Team over the summer, and we now
have an evolving understanding of their
interdependencies and their impact on
the broader business agenda. In parallel,
our Sustainability, Risk and Strategy teams
focused on scoping how we integrate our
latest climate risk modelling work into both
our short and long-term strategic thinking.
Transparent disclosures
We are working to understand the
mandatory sustainability reporting landscape
and the disclosures we will need to make
in FY26 and beyond, particularly focusing
on the interoperability between different
standards to ensure that we have an
efficient and effective approach to
meet multiple requirements.
We have commenced preparations for our
CSRD disclosure following the strengthening
of the Sustainability team with expertise in
data, reporting and non-financial assurance.
We also spent time upskilling our Group
Executive Team and Board to ensure our
leaders understand the requirements of
this extensive reporting requirement.
Embedding
Our Plan Ownership Model has accelerated
progress over the past 12 months, with
further maturity of the model to happen in
the year ahead. Our Plan Owners are driving
change and momentum in their respective
areas through leadership on their strategies,
roadmaps and the deployment of these into the
relevant business teams. We are beginning to
see significant value from this ‘decentralisation’
of sustainability, moving sustainability
ownership and delivery into the business.
We have continued our investment in
upskilling the Group Executive Team, Plan
Owners and the broader business through
our commitment to the Future Food
Movement upskilling platform. In addition,
our quarterly sustainability webinars provide
an opportunity to update colleagues on
progress, our challenges, and what they
can do to support our ambition.
The Executive Ownership Model has
added significant value to the programme,
with strong leadership and accountability
from our Chief Operating Officer, Chief
Commercial Officer and Chief People
Officer. Our Chief Operating Officer is
overall executive sponsor of the Better
Future Plan. The Chief Strategy, Planning
and Development Officer is the executive
sponsor for the climate-related strategy
element of the Better Future Plan.
Climate risks and opportunities
Further understanding of the risks and
opportunities that climate change brings
to our business has also been a key focus.
This year we completed our second climate
risk assessment, which covered both
our UK manufacturing and distribution
property portfolio, as well as our ‘top 25’
spend categories across ingredient and
packaging procurement.
We are now working to integrate these
insights into our strategic planning,
procurement strategy, and business risk
and resilience framework, with primary
leadership of this sitting with our Risk
and Strategy teams, supported by the
Sustainability team.
See pages 26-35 for more information
about our risk assessment outputs and
broader climate disclosure.
Andy Parton – Chief Commercial Officer, Lee Finney –
Chief Operating Officer and Guy Dullage – Chief People Officer
21Strategic Report | Directors’ Report | Financial Statements | Other Information
Sourcing with Integrity
The impacts of our global food system are most significant at source where ingredients
are grown, animals reared and resources extracted.
This year our focus has been on supplier
engagement, using our influence to achieve
better outcomes for people and planet in
our value chain, with a primary focus on
deforestation-free soy, cage-free eggs, and
Scope 3 greenhouse gases (‘GHG’). Human
rights also remains central to our work,
including implementing a more structured
Human Rights Due Diligence (‘HRDD’)
framework, both within our own operations
and our global supply chains.
Responsible sourcing
Responsible sourcing is about how we
source ‘better’ ingredients – better for
the planet, for people and which remains
commercially viable. Our ambition is to
continuously improve the way we are
sourcing our goods and services, in an
ethical, environmentally sustainable
and socially conscious manner, working
collaboratively with suppliers and industry
to do so.
Progressing towards verified deforestation
and conversion-free (vDCF) soy is complex.
Most soy in our products is found in animal
feed (‘embedded soy’). As a UK Soy Manifesto
(‘UKSM’) signatory, we aim to source all soy
used in our products from vDCF sources by
the end of 2025. Our distance from the soy
purchase means our influence is limited, so we
rely heavily on the soy industry to help meet
our commitment. Despite this, we’ve engaged
extensively with our supply base, including
direct talks with the UK’s largest soy importer
and participation in the UKSM Embedded
Soy Working Group. The current percentage
of vDCF in our soy footprint is 6% with an
ambition of reaching 100%, presenting a
substantial challenge as the industry’s position
on vDCF soy continues to evolve.
Regarding our commitment to cage-free
eggs, we consider ourselves to be ‘cage-
free ready’ as we have contracts with
egg suppliers ready for this transition. We
have worked closely with both suppliers
and customers, achieving 65% cage-free
eggs in our ingredients. Through regular
engagement, we are progressing transition
discussions with all remaining customers.
Business understanding of what makes up
our Scope 3 emissions increased significantly
this year. We now have an initial view of the
decarbonisation opportunity forecasted
from some of our largest ingredient suppliers
and are working on our approach to validate
and incorporate these reductions into our
future footprints.
Human rights in our global supply chains
Identifying and managing human rights
risks in our global supply chains is central
to our sourcing and supplier engagement
strategy. Our newly refined Human Rights
in Global Supply Chains Plan, guided by
our HRDD framework, strengthens our
due diligence processes throughout our
global supply chain.
This year, we introduced a heat map in
our human rights risk assessment process
to better visualise and prioritise high-risk
ingredient categories, suppliers and locations.
This allows us to identify and focus our
enhanced due diligence efforts on suppliers
in high-risk areas, guiding our engagement
strategies and ensuring that our interventions
are targeted in addressing risks. This has
helped us identify key focus areas for action
in FY25, including rice and tomatoes.
Additionally, we have maintained ongoing
briefings and updates, both internally and
with our customers, which have significantly
increased awareness of human rights risks
and challenges across our supply chains.
Another essential component of this
year’s progress has been the development
of a comprehensive, bespoke training
programme with Stronger Together who
provide practical skills to equip businesses
to tackle modern day slavery, specifically
forced labour, human trafficking and other
hidden third-party exploitation of workers.
This initiative will empower Procurement
and Technical Subject Matter Expert
(‘SME’) teams to protect both Greencore
and our reputation, and help safeguard
vulnerable workers from abuse, through our
engagement with suppliers and the decisions
they make. The programme will be delivered
to colleagues in the early part of FY25.
Looking ahead
Responsible sourcing
• Engagement with our ‘top10’
ingredients suppliers (46%
of total Scope 3 footprint) to
understand and incorporate
the decarbonisation outcomes
from their activities into our
own footprint.
• Engage relevant customers
upfront to share their plans
and timelines for transitioning
on cage-free eggs and
deforestation-free soy so we
can best support their ambition.
Human rights in our global
supply chains
• Roll out Stronger Together
training across Procurement
and Technical SME teams to
strengthen our risk identification
and prevention processes.
• Continue to prioritise in-
depth reviews of high-risk
areas, further evolve our risk
assessment methodology,
and develop more effective
methods of monitoring and
reporting our findings.
22 Greencore Group plc Annual Report and Financial Statements 2024
Sustainability continued
Making with Care
We are committed to producing food in a way that is sustainable and responsible.
This means minimising our energy consumption, reducing food waste and conserving
precious resources such as water wherever possible.
Net zero
Energy
Energy is fundamental to operations within
Greencore. Our approach to energy focuses
on our Scope 1 (direct) and Scope 2 (from
purchased energy) emissions, with staggered
targets through to 2030. By 2030, we’re
committed to a 46.2% reduction in absolute
Scope 1 and 2 carbon emissions against a
FY19 baseline.
Our respective Energy and Fleet Roadmaps
cover the energy and related emissions from
our manufacturing operations, as well as our
logistics activities. Reducing our Scope 1 and
2 emissions has typically been a challenging
area for us, but after four year-on-year
increases in emissions, our approach –
underpinned by strong central engineering
leadership, governance and transparency –
is now having a positive impact, with this
year’s emissions stabilising and reducing
by 1.5% versus our FY19 baseline, as well
as achieving 5.4% absolute reduction
versus FY23.
Strong Group and functional leadership has
enabled us to further embed the energy
conversation into the business, and we have
refined our roadmap into a Strategic Energy
framework with six pillars: Reduce, Reuse,
Regenerate, Procure, Manage and Innovate.
These pillars now shape our work and
business focus.
Fleet
Greencore is committed to achieving ‘net
zero’ through zero emissions at the tailpipe
by 2040. Our logistics network represents
around 26% of our Scope 1 emissions.
Activities to reduce fleet-based emissions
have been successful, with the fleet-wide
deployment of Webfleet vehicle telematics
leading to an annual reduction of 1,500
tonnes of CO
2
e via more efficient fuel use.
This year we also acquired an electric vehicle
(‘EV’) to test in a live environment across
three different depots. Our trials indicate
that finding a viable alternative to our current
Light Commercial Vehicle (‘LCV’) fleet will
prove challenging at present in terms of
cost-effectiveness, range and payload. The
current available range is less than half of our
average route length outside of London, due
primarily to the electricity needed for the
refrigeration units. This is an industry-wide
challenge for any chilled delivery business
that completes high mileages per journey.
Food waste
We are committed to reducing food waste
across our operations though targeted
initiatives, such as improving equipment
efficiency, implementing advanced
tracking systems and partnering with
waste management innovators.
We are continuing to make progress against
our 2030 waste reduction target and have
exceeded our FY24 annual reduction target
of 7.52% of food waste as a percentage
of food handled, reaching 7.16%. Material
waste reduction plans in FY24 have delivered
£4.8m in savings, and we have reduced
5,600 tonnes of food waste since FY23.
Strong data continues to inform the actions
we take. Our new waste management
supplier will bring improved data availability
and quality, and significantly reduce the time
taken to get accurate data so the business
can focus more time on taking action.
Throughout the year, we have implemented
operational process improvements which
have reduced food going to waste as well as
saved money. These include reformulating
some of our products to use ingredients that
work well with our equipment, introducing
new procedures and providing additional
training and education to staff during
ingredient preparation, to reduce waste
at different stages of manufacturing.
Water stewardship
As a significant consumer of water through
our manufacturing operations, Greencore
has a responsibility to ensure both our
business, and our supply chains are
conscious of environmental impacts
on water resources.
We are committed to developing water
awareness throughout the business and to
making water stewardship a priority. This
year, water has become its own standalone
topic, with a dedicated roadmap within our
Better Future Plan, which is aligned with the
Waste and Resources Action Programme
(‘WRAP’) Water Roadmap. To embed
water stewardship, wider environmental
awareness and ownership, we have created
a programme ambassador, Roi (‘Reduce our
impact’) the penguin, to help colleagues
understand our environmental impacts,
including water use, and the actions they
can take.
Our absolute water usage has only
decreased by 1.8%, emphasising the
need to accelerate deployment of our
roadmap and enhance site-level upskilling
to achieve greater reductions. We expect
performance to improve in FY25 as a result
of our water audit programme to obtain
insights that will further inform the Water
Stewardship Roadmap.
Looking ahead
Net zero
• Net Zero Operations Roadmap
development for several sites,
a key step to mature both our
2030 Group decarbonisation
pathway and site-level approach
to carbon reduction.
• Improve fleet routing efficiency
and optimise Webfleet for
carbon savings. We will also
stay updated on new longer-
range EVs, road-testing them as
available, and closely monitor
industry developments.
Food waste
• Implement a Group-wide
waste recording and tracking
system across all sites to provide
better visibility for areas of
improvement.
• Drive proactive customer
engagement in food waste
reduction at our sites.
Water stewardship
• Continue the work that will
enable us to set a robust
external water reduction target.
• Drive forward our Roi campaign
and water audit programme to
embed behaviours that reduce
our water consumption.
23Strategic Report | Directors’ Report | Financial Statements | Other Information
Feeding with Pride
As one of the UK’s largest food manufacturers, we play a crucial role in producing food
products responsibly and sustainably, supporting both people and the planet.
We must take a collaborative and strategic
approach to creating new product
propositions and choices that meet
consumer needs. By working together with
customers and suppliers, we can deliver
industry leadership on topics such as healthy
and sustainable diets (HSD) and sustainable
packaging, whilst at the same time facilitate
a ‘triple win’ for people, planet and profit.
Healthy and sustainable diets
We are committed to positively influencing
the health of millions of people by making
healthier, sustainable options more available,
accessible, affordable and desirable. This
year, our Commercial team’s focus has been
on the health of our products, in line with the
broader industry focus.
Our Product Development and Technical
teams have completed fantastic work, building
a bespoke HSD database that gives us a clear
view of how ‘healthy’ the products in our
portfolio are at a stock keeping unit (‘SKU’),
channel and customer level. We can now
view information on the Nutrient Profiling
Model (‘NPM’) scores and the number of Red
Traffic Lights for all of our products. Over 70%
of our product portfolio is already classed as
‘healthier’ according to NPM guidance.
All customer innovation days now include
dedicated sections on HSD and collective
target setting. Each customer has their own
position on HSD, so we try to align and build
joint initiatives that support our respective
stances on the topic.
Animal protein remains a key ingredient
for many Greencore products and drives
a significant proportion of our Scope 3
footprint. We are working to reduce animal
protein in recipes, where we can substitute
with high-quality vegetables or plant-based
ingredients, maintain quality and appeal,
and where we have customer alignment to
the change. In conjunction with this, our
Procurement team are collaborating closely
with our large animal protein suppliers to
provide us with ‘better’ protein – a lower
environmental impact ingredient.
Strong topic leadership is essential to
navigate a complex and fast-evolving space.
In September, we brought in a new Head of
Innovation, to take the lead on both driving
the HSD Roadmap internally, helping to
mobilise our teams on specific projects,
and customer engagement.
We are keeping close to the wider industry
and government narrative on subjects
including ultra processed foods and
standardised mandatory reporting for the
food industry. Adjustments to our roadmap
will be made based on government policy
changes or findings from the House of Lords
Food, Diet and Obesity Committee.
Sustainable packaging
Packaging is a vital component of our
business. Our ambition continues with
the same focus on plastics reduction and
the need for circularity in line with the UK
Plastics Pact 2025.
We have made significant progress over the
last 12 months in our packaging technical
data collection process, bringing together
detailed information about the composition
of our packaging from our suppliers to
support delivery of our KPIs. This data now
provides a much clearer picture across our
organisation, highlights opportunities for
further improvements and helps us prepare
for future legislation and regulation.
For the first time, we are now able to report
against our three plastic packaging KPIs and
are pleased to report strong progress against
each as we approach the 2025 deadline.
99.96% of our primary plastic packaging by
weight purchased is reusable, recyclable or
compostable based on on-pack recycling
label (‘OPRL’) guidelines. We can also report
that 99.96% of problematic or unnecessary
single-use plastic has been eliminated from
our primary packaging.
This year, we have implemented several
innovations aimed at reducing the amount of
plastic in our packaging. These include ‘liner-
less’ labels which reduce waste and adhesive,
as well as increase shelf presence and quality
perception. We also developed a simple ‘one
touch’ plastic-free paper solution for one of
our largest customers’ gluten-free toasties –
a market first, allowing production, cooking
and serving in the same packaging to prevent
contamination and ensure product integrity.
Looking ahead
Healthy and sustainable diets
• Maintain our focus on data
quality, availability and
transparency, to support both
business decision-making and
external reporting.
• Evolve our strategic roadmap
to reflect a focus on positive
nutrition and look at areas
such as functional health
i.e. gut health.
• Continue to investigate, build
and collaborate on new recipes
to deliver against our targets.
Sustainable packaging
• Enhance the collaborative work
with suppliers and customers to
drive engagement and prioritise
shared ambitions.
• Continue to monitor
government policy that might be
introduced, amended or paused.
24 Greencore Group plc Annual Report and Financial Statements 2024
Sustainability continued
People at the Core
With approximately 13,300 colleagues and 1,600 agency staff and contractors
who are critical to the success of our business, People at the Core is at the centre
of The Greencore Way. In FY24, we enhanced our commitment to human rights,
inclusion and diversity, health and safety, and community engagement.
Our highlights include implementation
of a revised Human Rights Due Diligence
(‘HRDD’) Framework, employee Catalyst
Inclusion Groups focusing on gender,
ethnicity and age, and the launch of our
iCycle initiative to enhance colleague
engagement in safety practices. We also
partnered with others to donate almost
600,000 ready meals for the King’s
Coronation Food Project.
Health and safety
We are transforming our approach to
health and safety from a compliance-
focused culture to one that emphasises
accountability and risk ownership across the
organisation. Recognising the active role
all colleagues play in improving health and
safety, we built on our Hearts and Minds
programme by launching the iCycle initiative
– ‘I Care, I Connect, I Commit, I Check,’ –
which was launched to enhance colleague
engagement in safety practices using simple,
effective communication.
Our progress is evident in the continuous
reduction of accident frequency rates year-
on-year. In FY24, our Reporting of Injuries,
Diseases and Dangerous Occurrences
Regulations (‘RIDDOR’) Reportable Accident
Frequency Rate (‘RAFR’) stands at 0.18 down
from 0.26 in FY23.
Despite the reduction, we have pivoted our
focus to preventing all accidents by focusing
on high-risk activities. As part of this, we
have initiated a proactive programme of
critical risk audits and reporting of potential
serious harm incidents, ensuring reporting
and escalation of all incidents to capture
learning and drive a culture of continuous
improvement in our approach to health
and safety.
Human rights in our direct operations
Bringing more expertise into our Human
Rights team this year catalysed a refresh
of our strategy and roadmap. We reviewed
our existing activities and strengthened
our approach by implementing a more
structured HRDD framework, designed
to formalise and continually improve
Greencore’s due diligence processes,
enabling us to build on existing systems
while ensuring alignment with best practices
and upcoming legislation.
We have also introduced new Right to
Work (‘RTW’) checks as part of improved
Recruitment and HR systems and are
conducting new RTW training for site HR
teams to strengthen expertise. All our
manufacturing sites have completed both
the Sedex Self-Assessment Questionnaire
and achieved Stronger Together Business
Partner status. This means that key
representatives from each site have
completed specialised training equipping
them to implement ethical practices
and address risks of modern slavery and
exploitation at their respective sites.
Percentage of internal hires
40%
Percentage of female colleagues
39%
Male to female ratio at Board level
50:50
Line managers receiving hiring training
since June 2023
495
Site leadership team, Bow
25Strategic Report | Directors’ Report | Financial Statements | Other Information
We have also successfully piloted the
expansion of our Human Rights programme
into our Direct to Store warehousing and
logistics function. Our pilot site in Tamworth
underwent a successful third-party SMETA
audit (Sedex Members Ethical Trade Audit).
We will apply the learnings gained from this
pilot as we extend the programme across the
Direct to Store estate.
Inclusion and diversity
Our action plan continues to focus on being
inclusive in our approach to leadership,
providing a voice for colleagues, working
to attract diverse perspectives, creating
more opportunities for people to fulfil their
potential, and being transparent in our
approach. We believe that this creates a
culture where employees can thrive and as a
result, contribute to better business decisions.
Key activities have included expanding
our existing colleague Catalyst Group into
three Catalyst Inclusion Groups, focusing
on gender, ethnicity and age. Each group
is sponsored by a member of our Group
Executive Team and aims to amplify the
voices of underrepresented groups within
Greencore and inform leadership about
potential workplace barriers.
Policies affecting women, particularly
around parenthood, were enhanced based
on colleague insights. Additionally, we
voluntarily published our first combined
Gender and Ethnicity Pay Report earlier in
Gender diversity
Across the Group Male Female Other/Prefer not to say
FY24 60.36% 39.31% 0.33%
FY23 60.89% 39.08% 0.03%
No. of colleagues 8,029 5,230 44
At Board level Male Female Other/Prefer not to say
FY24 50% 50% 0%
FY23 56% 44% 0%
At Group Executive Team
level Male Female Other/Prefer not to say
FY24 86% 14% 0%
FY23 100% 0% 0%
At Group Executive Team
direct reports level (-1) Male Female Other/Prefer not to say
FY24 64% 36% 0%
FY23 51% 49% 0%
Across Group subsidiary
boards Male Female Other/Prefer not to say
FY24 72% 28% 0%
FY23 73% 27% 0%
2024. By the end of the financial year, 39%
of all colleagues were female.
The Board actively endorsed various
initiatives this year including leadership
education investments, adoption of broader
representation targets, and support initiatives
for women.
Leadership education was also a major
focus in the year, with training provided to
hiring managers on fair selection processes,
managing bias, and promoting balance
in hiring decisions. Since June 2023, 495
managers have been trained, exceeding the
target and covering over 62% of managers.
Communities
Food surplus donation continues to be a
central focus for our community engagement
efforts. We are committed to ensuring we
maximise the social benefit of any surplus
food that we have. This year 747 tonnes of
surplus food and 1.78m equivalent meals were
donated through redistribution programmes.
As part of our commitment to make sure no
good food goes to waste, and to support our
colleagues in the most direct way possible,
we are building on our existing staff shop
network. We already have shops or vending
machines that stock Greencore products
at many of our sites, and we are trialling a
solution to enhance this offering so more of
our colleagues have access to the great food
we produce across the network.
As we continue to become more efficient
in our operations, we will inevitably see a
decrease in the amount of surplus that we
can redistribute to good causes. However,
we are balancing this in a number of ways
such as signing up to the Coronation Food
Project so that we can continue to supply
planned manufactured food to support
those in need.
Alongside that, we have strengthened the
relationships with our core charity partners
– FareShare (including The Felix Project),
The Bread and Butter Thing, and The
Company Shop (including Community Shop)
– through measures such as introducing
our partners to new sites to explore ways of
working together to maximise food surplus
redistribution, and holding volunteering and
teambuilding days to help understand how
we can work together more effectively.
Looking ahead
Health and safety
• Continue our efforts to establish
a unified health, safety, and
environmental management
system which promotes a
consistent way of working
across the business.
Human rights in our direct
operations
• Run a programme of employee
engagement and awareness
raising activities including an
induction training refresh, a
wider workforce awareness
programme, and increased
worker voice forums.
Inclusion and diversity
• Continue focus on priority
areas of gender, ethnicity,
and age, measuring our
progress and paying particular
attention to understanding and
tackling biases.
Communities
• Further the scoping and design
of our employee volunteering
programme, scope our broader
roll-out of site shops, and
continue to evolve our
charity partnerships.
26 Greencore Group plc Annual Report and Financial Statements 2024
Task force on Climate-related
Financial Disclosures (‘TCFD’)
Introduction
As a food business with a global supply
chain, we recognise that climate change will
create additional physical and transition risks,
as well as opportunities.
We are committed to identifying, assessing
and responding effectively to these impacts
and have continued to embed our Plan
Ownership Model as part of our Better
Future Plan as outlined on page 19 which
has resulted in positive momentum across
the business with leadership taking delivery,
ownership and accountability for our
climate-related commitments.
This year we completed our second climate
risk assessment, which covered both our
UK manufacturing and distribution property
portfolio as well as our ‘top 25’ spend
categories across ingredient and packaging
procurement. Our Group Executive Team
and relevant function leaders reviewed the
assessment outputs to better understand
the climate-related risks facing our business
in the short, medium and long-term across
multiple climate scenarios.
Our 2025 progression of the above will
include:
• Evolving our decarbonisation plans in line
with the Transition Plan Taskforce (‘TPT’)
Disclosure framework;
• Creating a business action plan to address
the key insights from this year’s climate
risk assessment;
• Collaborating more closely with suppliers
providing high risk commodities, working
to develop joint action plans on
managing climate-related risk to our
supply chain; and
TCFD index
TCFD pillar and recommended disclosure
Consistency with
recommended
disclosure Reference
Governance
1. Describe the Board’s oversight of climate-related risks and opportunities Page 27
2. Describe management’s role in assessing and managing climate-related risks and opportunities
Page 28
Strategy
3. Describe the climate-related risks and opportunities the organisation has identified over the short,
medium, and long-term
Page 31 to 34
4. Describe the impact of climate-related risks and opportunities on the organisation’s business, strategy,
and financial planning
Page 28 to 29
5. Describe the resilience of the organisation’s strategy, taking into consideration different climate-related
scenarios, including a 2°C or lower scenario
Page 30
Risk management
6. Describe the organisation’s processes for identifying and assessing climate-related risks Page 28
7. Describe the organisation’s processes for managing climate-related risks
Page 28
8. Describe how processes for identifying, assessing, and managing climate-related risks are integrated into
the organisation’s overall risk management
Page 28
Metrics and targets
9. Disclose the metrics used by the organisation to assess climate-related risks and opportunities in line with
its strategy and risk management process
Pages 31 to 35
10. Disclose Scope 1, Scope 2, and, if appropriate, Scope 3 greenhouse gas (GHG) emissions and the related risks
Pages 34 to 35
11. Describe the targets used by the organisation to manage climate-related risks and opportunities and
performance against targets
Pages 34 to 35
Greencore recognises the importance of measuring and reporting on climate-
related risks and opportunities for the benefit of the planet, our communities
and for the sustainable growth of our business.
• Enhancing the role of climate insight in
strategic decision-making – where we
source, where we manufacture and how
we grow.
Compliance statement
This disclosure (and the information available
at the locations referenced herein) has been
prepared in compliance with the Financial
Conduct Authority Listing Rule (LR 9.8.6R(8)),
consistent with the recommendations of
the TCFD. In preparing the disclosures, we
also considered the TCFD Supplemental
Guidance for Non-Financial Groups and
specifically the Agriculture, Food, and
Forest products group. This is reflected
in our approach to scenario analysis, our
consideration of physical risk exposure and
use of relevant metrics.
27Strategic Report | Directors’ Report | Financial Statements | Other Information
Greencore Group plc Board of Directors
Remuneration
Committee
Audit and Risk
Committee
Sustainability
Committee
Nomination and Governance
Committee
Sustainability Oversight Committee
Supports the Group’s Sustainability Strategy,
Better Future Plan, which includes climate-related
strategy and overall programme direction.
(Comprised of business leads from Finance,
Risk and Resilience, Commercial, Technical,
Company Secretarial and Strategy functions).
Risk Oversight Committee
Responsible for oversight of climate-related risks.
(Comprised of the Group Executive Team and the Director of
Internal Audit, Risk, Controls and Compliance).
Group Executive Team
(The Chief Strategy, Planning and Development Officer is the Executive member responsible for climate risk oversight).
Governance
Strong governance across the Group is
essential to helping us act on our climate-
related risk assessment and insight. The
Group’s well established governance structure
reflects our approach to climate governance,
to ensure we are making informed and
holistic decisions. The Group recognises that
active management and strong oversight of
our Better Future Plan will support climate-
related risk mitigation and lead to climate-
related opportunity identification.
Board Oversight
Greencore Group plc Board
The Board meets regularly (seven
times during FY24 with climate-related
topics covered twice) and has ultimate
accountability for the oversight of the Group’s
Sustainability Strategy (outlined on page 19),
delivery approach and climate-related risks
and opportunities. The Board approves major
capital expenditures for the Group and within
the capital approval documents, there are
assessments required to be completed by
relevant site teams of the impact of climate-
related issues. In addition, for the purposes
of annual budgets and strategic plans,
management sets out the capital expenditure
that relates to sustainability and/ or climate-
related expenditure for the purpose of the
presentations to the Board.
In FY24, the Board received a training session
focused on developing ESG regulation,
including climate-related risk. The Board
also received updates from the Sustainability
Committee which included progress updates
on the Group’s metrics and targets, updates
from the Audit and Risk Committee on
risk matters, as well as updates from the
Remuneration Committee on remuneration
incentives linked to the delivery of our
Sustainability Strategy objectives.
Remuneration Committee
The Remuneration Committee has
responsibility for continually reviewing
the appropriateness of the remuneration
framework and ensuring that specific
climate-related metrics have been
considered and included in the annual
incentive for the CEO, CFO and wider
Greencore colleagues for FY24. The FY24
Annual Bonus Plan targets included ESG
targets across energy, waste and food
reduction. For the FY25 remuneration
targets, in addition to the Annual Bonus Plan
targets that will incorporate ESG related
metrics, climate-related metrics have been
incorporated into the FY25 Performance
Share Plan to further integrate our
commitments to our climate-related targets.
The Remuneration Committee met three
times during FY24. Further information on the
activities of the Remuneration Committee
can be found on pages 88 to 103.
Nomination and Governance Committee
The Nomination and Governance
Committee is responsible for Board
succession planning and ensuring that
the Board has an appropriate mix of skills
to drive the Group’s strategy, including
its Sustainability Strategy, forward. The
Nomination and Governance Committee
met four times during FY24.
Sustainability Committee
The Sustainability Committee has delegated
responsibility for reviewing the Group’s
climate-related performance and for
providing progress updates on climate-
related matters to the Board, focused on
regulation and legislation and any risk to the
delivery of our strategy. The Sustainability
Committee met twice during FY24 and
received in year performance updates for our
climate-related metrics as well as broader
updates on areas such as governance
and risk management. The Sustainability
Committee is scheduled to meet three times
in FY25. The report on the activities of the
Sustainability Committee during FY24 is
included on page 104.
Audit and Risk Committee
The Audit and Risk Committee has
delegated responsibility for overseeing the
effectiveness of risk management processes
and controls, including the Principal Risks
(on pages 47 to 55 ) that are influenced by
the impacts of climate change.
The Audit and Risk Committee met four times
during FY24. During FY24, the Audit and Risk
Committee completed a comprehensive
review of emerging risks and determined
that the impact of climate change should be
identified as a new standalone emerging risk
for the Group. This is outlined in the Risks
and Risk Management section which starts
on page 44. The Audit and Risk Committee
also ensures financial reporting disclosures
of risks including climate-related risks are fair,
balanced and understandable. The report on
the activities of the Audit and Risk Committee
specific to climate-related risks is included on
page 82.
28 Greencore Group plc Annual Report and Financial Statements 2024
TCFD continued
Management’s role
The CEO has executive accountability for the
Group’s Sustainability Strategy and climate-
related risk, which includes climate-related
governance. The Group’s Chief Strategy,
Planning and Development Officer is the
executive member responsible for climate-
related risk oversight and has a significant
role to play in the Group’s plans for adapting
to climate-related risks. Each of the strategic
pillars – Sourcing with Integrity, Making with
Care and Feeding with Pride – also has an
executive responsible for its delivery. The
Group’s Chief Commercial Officer (‘CCO’)
is accountable for how we source our
ingredients (Sourcing with Integrity), the
portfolio of food and packaging we produce
(Feeding with Pride), our Scope 3 agenda and
overall supply chain resilience to climate. The
Group’s Chief Operating Officer (‘COO’) leads
on all our operational topics including energy,
water and food waste (Making with Care).
The Group Executive Team are kept informed
monthly to support the management of
our climate-related risk through review of
the progress of metrics and targets. During
FY24, the outcome of climate-related
scenario analysis was presented to the Group
Executive Team which provided insights into
climate-related risk over the short, medium
and long-term.
Climate-related risks are also reported to
and reviewed by the quarterly Risk Oversight
Committee (‘ROC’), which includes
the full Group Executive Team and the
Director of Internal Audit, Risk, Controls
and Compliance. During FY24, the ROC
concluded that climate-related risks should
be identified as an emerging risk for the
Group and will continue to monitor the
profile of this risk.
The management of climate-related risk is
also supported by the Group’s Sustainability
Oversight Committee (‘SOC’). Our SOC,
Climate-related risks and opportunities assessment process
Identify
The Group identifies potential climate change outcomes
based on different global response scenarios and resulting
weather change patterns. The different scenarios considered
by the Group are outlined on page 30.
The Group obtained the assistance of external experts to
assist in identifying emerging risks, potential regulations and
new developments that require further review by the Group.
The Group also uses the functional level risk registers to
identify more specific functional level climate-related risks.
Assess
The Group uses the outcome of the
scenario analysis to share insights
with management and the Board to
determine the potential impact on
the Group’s operations.
The Group also uses the
scenario analysis to estimate the
short, medium and long-term
financial impacts of each risk and
opportunity under each scenario.
Review and respond
The potential impacts are
reviewed by the Group’s
ROC and relevant site and
functional teams with actions
and responses to risks and
opportunities identified
agreed upon with the
Group’s management teams.
Read more on our Risks and Risk Management section on pages 44 to 55.
comprising leads from functions across the
business, has continued to support the Head
of Sustainability with programme direction
and key-decision making. This has helped
to improve cross-functional responsibility
and raise the profile of climate-related risk in
the business. The SOC outcomes feed into
the monthly Group Executive Team update
provided by the Head of Sustainability.
We are also working to upskill other business
leaders through delivery of workshops
and via our quarterly internal sustainability
webinars led by the Head of Sustainability
which have included updates from relevant
topic leaders on the current and emerging
risks of climate change to the Group.
Risk management
The Group follows an established process for
identifying risks and opportunities including
those related to climate change.
During FY24, the Group completed a
comprehensive review led by the Group’s Risk
Team of its Principal Risks and Uncertainties
and its emerging risks which included
consideration of existing and emerging
regulatory requirements related to climate
change. The impact of climate change was
determined to be an emerging risk for the
Group and not a standalone Principal Risk
and Uncertainty. However, the impact of
climate change is currently reflected as
part of three Principal Risks: Organisational
Resilience which considers the resilience
of the Group’s strategy and operations to
external events such as climate change, Legal
and Compliance including consideration of
the impact of new laws and regulations which
includes the potential introduction of carbon
pricing, and Supply Chain Disruption which
considers the impact of external factors
including the impact of climate change on the
supply chain and availability of raw materials.
The Group has also identified Sustainability
as a Principal Risk which relates to the
Group’s management of ESG commitments
including greenhouse gas emissions. The
Group’s processes for identifying, assessing,
and managing climate-related risks are
detailed below. These processes, including
the prioritising and materiality determinations
made, follow the same process as the Group’s
overall risk management process outlined
on pages 44 to 55 of the Risks and Risk
Management section.
Strategy
In the formulation of our Group Strategy,
consideration is given to our Sustainability
Strategy, and our commitments and targets,
to ensure our longer-term business strategy
is an enabler for these ambitions. Climate-
related risk is considered in the context of
our overall strategy-setting process, with
particular consideration given to strategic
choices on ‘where to play’ (what customers,
categories and channels we have exposure
to) and ‘how to play’ (how we manage our
operations) will impact on delivery of our
climate commitments, and correspondingly,
the risks and opportunities that we expose the
business to in the context of ongoing climate
change. Risks and opportunities are prioritised
based on the potential financial impact that
they could have on the Group and our value
chain in the near term.
The Group manufactures our food products
in our dedicated manufacturing facilities
across the UK. These local operations mean
that we expect our business to be impacted
by both the physical and transitional impacts
of climate change in the UK. We have already
seen an example of the potential impact
from climate change on our operations as
a result of the extreme weather conditions
experienced during FY22 when over the
summer months, extreme heat placed
pressure on refrigeration and other
equipment. Although the financial impact
was immaterial, it resulted in the Group
having to make process changes to maintain
29Strategic Report | Directors’ Report | Financial Statements | Other Information
To determine the potential financial impact of climate-related risks and opportunities on the
business, the Group uses the following quantitative thresholds:
Impact Financial range
High Greater than £10 million
Medium £5 million to £10 million
Low Less than £5 million
To classify climate-related impacts on our business, we use three separate time horizons to
allow us to model the Group’s near-term and longer term vulnerability to various risks and
identify opportunities.
Time horizons
Short-term
0 – 5 years
Considers the Group’s typical capital expenditure pay-
back time, in addition to the useful life of assets relating to
the Group’s Better Future Plan commitments to source all
priority ingredients from a sustainable and fair supply chain
and to increase our positive impact on society through our
products. The time period also aligns to the Group’s longer
term financing strategy.
Medium-term
5 – 15 years
Aligns to the useful life of the Group’s plant and machinery
assets and the Group’s Scope 1 and 2 Net Zero targets and
enables the Group to assess the impact beyond the Group’s
immediate business planning and prepare for upcoming
risks and opportunities.
Long-term
15 – 25 years
Aligns to the useful life of infrastructure assets and the
Group’s Net Zero target and enables the Group to form a
long-term view of the potential impact of climate-related
risks and opportunities while still acting as a powerful driver
for strategic decision making.
Impact on the Financial Statements
In addition to the Group’s forecasts and strategic plan, climate change impacts already shape
the financial information that we report today and therefore have an impact on the Group’s
Financial Statements.
In the Group’s FY24 Financial Statements, the financial impact of climate change was
considered in the following areas:
Going concern and
viability statement
The Group considered whether there are any material uncertainties
regarding the Group’s ability to continue as a going concern as a
result of climate-related risks. The Group also incorporated the
short-term risks identified as part of the scenario analysis into the
viability statement.
Fixed asset
impairment review
As part of the Group’s annual impairment review of fixed assets, the
Group incorporates an assessment of whether there are any fixed
assets impaired as a result of changes in processes in response to
climate change or investment in alternative assets. During FY24,
£0.1m was recorded as impaired in connection with climate change.
Retirement benefit
obligations
For the purposes of the IAS 19 assumptions underpinning the Group’s
retirement benefit obligations, the impact of climate change on
demographic assumptions and in particular mortality assumptions
was considered. The assessment concluded that the Group’s
current view on long-term mortality improvements is not materially
impacted by climate change.
Goodwill and
intangible assets
On an annual basis, the Group reassesses the carrying value of
goodwill and intangible assets with indefinite useful lives. The Group
calculates the value in use of the projected future cash flows. The
Group used the scenario analysis completed during FY24 to perform
sensitivity analysis on the projected future cash flows.
uninterrupted production and the Group
investing in changes at local sites to improve
site resilience to extreme weather conditions.
In FY24, the Group made capital additions
relating to energy projects and refrigeration
upgrades amounting to £2.8m.
In addition to the local operations, in
common with other food manufacturers,
our business relies on a diverse range of raw
materials, ingredients and packaging items
and whilst some of this is locally sourced,
there are elements which are sourced
internationally. The use of international
supply chains means that the global effects
of climate change will also impact the
Group. During the year, we worked with
key management within the business
and external advisors to accelerate our
understanding of these risks to our business.
The climate-related risks and opportunities
the Group has identified over the short,
medium and long-term can be categorised
into five primary areas:
• The price and availability of raw materials
from the perspective of physical risk and
transition risk due to the potential for
increased cost of raw materials due to
yield loss and the potential for scarcity of
raw materials due to price fluctuations
caused by transition risks;
• Disruption to our supply chain and
manufacturing network;
• The financial impacts of policy
interventions such as carbon pricing and
the associated cost to transition to lower
emission technology (transition risks);
• The potential commercial opportunities
of changing consumer preferences and
low-carbon business practices; and
• The potential for more efficient use of
resources for distribution and production.
There are a number of strategic actions
that the Group are intending to progress to
respond to these risk exposures, including
implementing enhanced raw materials
risk analysis and reporting, supply chain
assurance and site business continuity
planning/incident management. In addition,
and more broadly, the Group is adopting a
resilience mindset, ensuring that climate risks
are considered and evaluated as part of long-
term strategic planning in line with our plans
to transition to a low carbon economy.
The Group completed scenario analysis
during FY24 (as outlined on page 30) to
understand the potential impacts and the
resilience of the business to the risks and
opportunities identified.
30 Greencore Group plc Annual Report and Financial Statements 2024
TCFD continued
Business resilience to climate-related risks and opportunities
Climate change could have a significant impact on the Group’s operations, as well as on the
Group’s external value chain such as suppliers and customers.
During FY24, the Group undertook analysis of three climate scenarios to refresh our insights
on the Group’s climate-related risk exposures. The Group focused the scenario analysis on
the most significant climate-related risks that management had identified on a bottom-up
basis. A summary of the scenarios is set out in the table below:
Smooth transition Delayed transition Hot house world
In this scenario, to
achieve Net Zero by 2050,
immediate action is taken to
curb emissions and to keep
a rise in the temperature to
at or below 1.5°C. Climate
policies are introduced early
and gradually become more
stringent, giving businesses
time to adapt. The early
introduction of policy is
stimulated by the growing
understanding of climate-
related risks. Physical risks
are significantly reduced as
GHG emissions are curbed
early on.
In this scenario, inaction
towards climate change
results in sudden action
and policies after 2030 to
limit temperature warming
to 2°C. Transition risks
are high and unexpected
as the reduced timeline
to limit global warming
results in rapid and stringent
implementation of policies.
Delayed action results in
high physical risks given
the positive relationship
between GHG emissions
and temperature that drives
climate change.
In this business-as-usual
scenario, no action is
taken to reduce GHG
emissions beyond currently
implemented policies.
Transition risks are low
and global efforts to half
significant global warming
are ineffective. With over 3°C
of temperature rise, critical
temperature thresholds are
exceeded, leading to severe
physical risks.
The analysis was conducted across the Group’s top 25 commodities which represent over
50% of total portfolio spend based on a combination of business critical commodities; high
procurement spends and/ or volume; and known or anticipated climate-related risks.
Analysis was also conducted on the Group’s manufacturing facilities to evaluate the impact
of potential weather events as a result of climate change including the impact of rising sea
levels, flood risk, heatwaves and increased pricing for greenhouse gas emissions.
The projections were utilised to evaluate the potential unmitigated impact on the Group and
its supply chain under each climate scenario. This comprehensive assessment has provided
the Group with valuable insights into the potential risks and impacts that the Group may face
due to climate change. By integrating this information into the Group’s risk management
and strategic decision making processes, the Group is better positioned to understand and
address climate-related risks and identify opportunities for climate-related opportunities.
The unmitigated financial impacts for each of the climate scenarios are included on the
next page. In all scenarios, the Group is satisfied that the Group’s strategy is resilient to be
able to mitigate the climate-related risks and opportunities identified.
Target reduction of Scope 1 and 2
emissions by 2030 by
46.2%
1
from an FY19 baseline of 89,606 tCO
2
e
Target reduction of FLAG-related
Scope 3 emissions by 2030 by
33.3%
1
from an FY19 baseline of 661,104 tCO
2
e
Target reduction of Energy and
Industry related Scope 3 emissions by
2030 by
46.2%
from an FY19 baseline of 319,823 tCO
2
e
The Group obtained a new
sustainability-linked Revolving Credit
Facility worth
£350m
1. These targets will be submitted to the SBTi
(Science Based Targets initiative) for validation
in December 2024.
31Strategic Report | Directors’ Report | Financial Statements | Other Information
Potential unmitigated
impact on the business
Greencore’s response as part
of our strategic planning
Related metrics and targets and
link to our strategy
Physical risks
Changes in the
availability, price
or quality of raw
materials
There is a risk that there
will be changes in the
availability, price or
quality of raw materials
as a result of more
extreme weather
events or chronic
climate change in
sourcing regions.
Time horizon
Our analysis shows that
the risk from flooding
and drought poses a high
financial impact in the cost
of raw materials due to yield
loss for the Group across all
scenarios in the short-term,
medium-term and long-term
where unmitigated.
The Group Procurement Team with the
support of the Group’s Risk and Resilience
Team are in the process of developing
a commodity level climate-related risk
tracking and reporting process which will
be monitored regularly to understand
evolving risk.
The Group is also using the scenario
analysis of those commodities identified
as being at risk of yield loss to understand
supplier resilience and mitigation plans.
Our actions include sourcing key
commodities from other suppliers
and researching alternative and/or
new raw materials to use as substitutes
of key materials to ensure resilience of
supply chain and business operations.
The Group’s commitment to reduce
food waste will also contribute to the
Group’s resilience.
As part of the Group’s Horizon 3
strategy and Sourcing with Integrity
pillar as part of our Better Future
Plan, the Group is targeting to
engage with our ‘top 10’ ingredients
suppliers in FY25 to understand and
incorporate the decarbonisation
outcomes from their activites into
our Scope 3 footprint.
Additional internal metric:
• 50% reduction in food waste
as a percentage of total food
handled against the FY17
baseline of 9.52% by 2030.
The Group’s progress on this metric
is included on page 35.
Supply chain
disruption
Potential that weather
events such as flooding,
drought and heat
waves cause disruption
to operations and
manufacturing facilities.
Time horizon
The most significant risk
to our sites comes from
flooding as a result of intense
localised rainfall and rising
sea levels. Several of the
Group’s manufacturing
facilities have been identified
as being at risk from rising
sea levels and flooding due
to their locations which poses
high financial impact due
to potential loss of sales due
to supply chain disruption
and projected costs to
rebuild properties.
The extreme weather
experienced during FY22
helped the Group to identify
processes and infrastructure
that may be vulnerable to
higher temperatures. In some
circumstances, process
changes were necessary
to maintain uninterrupted
production.
The Group is in the process of
undertaking a number of immediate
actions including undertaking a flood
risk assessment at a number of our
manufacturing facilities to include
advice on potential flood defence
investments. In addition, the Group’s
sites strengthened their extreme weather
protocols, including local site investments
such as refrigeration to improve site
resilience to higher temperatures.
The Group has the following targets
related to emissions which are
relevant to this risk:
• Reduce absolute FLAG-related
Scope 3 GHG emissions by
33.3% by 2030 from an FY19
baseline. Target includes
emissions and removals.
• Reduce absolute Energy and
Industry-related Scope 3 GHG
emissions by 46.2% by 2030
from an FY19 baseline.
• Reduce absolute Scope 1 and
2 GHG emissions by 46.2% by
2030 from an FY19 baseline.
The Group’s progress on these
metrics is included on page 34.
Time horizons:
Short term
Medium term
Long term
32 Greencore Group plc Annual Report and Financial Statements 2024
TCFD continued
Potential unmitigated
impact on the business
Greencore’s response as part
of our strategic planning
Related metrics and targets and
link to our strategy
Transition risks
Increased pricing of
GHG emissions
The introduction of
carbon-pricing, such as
a tax on emissions for
the agricultural industry,
could disrupt pricing
mechanisms and
increase the cost of the
Group’s raw materials
and hence overall
operating costs.
Time horizon
In each of the scenarios, it is
assumed that the full carbon
pricing impact would be
passed on to Greencore.
The Group’s analysis shows
the risk from increased
pricing of GHG emissions is
highest in a smooth transition
and delayed transition
scenario with potential for
a high financial impact for
operating costs in the short,
medium and long-term
where unmitigated.
The Group mitigates this risk by regularly
monitoring the regulatory and policy
requirements in Ireland and the UK
to identify changes in the regulatory
environment that could adversely impact
the Group’s energy requirements.
The Group continually reviews and
investigates alternative, lower carbon
energy sources including solar installation
at manufacturing sites.
The Group are focused on innovations
that reduce energy consumption and
materials in line with our Net Zero
commitments.
As part of the Group’s Sourcing
with Integrity pillar as part of our
Better Future Plan, the Group is
targeting to reduce Scope 1, 2 and
3 emissions.
To support the emissions targets,
the Group has also set related
metrics and targets for energy
consumption for fuel and
electricity.
The Group’s progress on these
metrics is included on pages 34
and 35.
Price and availability
of raw materials
Potential for increased
raw material costs and
scarcity of raw materials
due to price fluctuations
and instability caused by
transition risks.
Time horizon
In this analysis, the price
dynamic of the Group’s
top 25 commodities was
modelled to project the
potential increase in spend
as a result of climate
change, the extent to which
agricultural production
systems adapt to climate
change through investment,
technology and market forces
such as supply and demand.
The analysis showed short-
term price increases in a
smooth transition scenario
may lead to a high financial
impact for our cost of sales
for some of the Group’s
top 25 commodities with
medium financial impacts in
delayed and hot-house world
scenarios over the medium to
long-term.
The Group has a diverse product portfolio
and the top 25 raw materials are sourced
from a large number of suppliers across a
global supply chain.
The Group’s Sustainability Reporting
Lead monitors inbound regulation
and legislation so as to ensure that
business leadership can be informed
of any changes that may impact the
raw materials sourced.
In addition, the Group researches
alternative and/ or new materials to use
as substitutes for key materials to ensure
resilience of supply chain and business
operations. The Group‘s procurement
function are focused on monitoring the
availability of existing raw materials to
increase supply resilience.
As part of the Group’s Horizon 3
strategy and Sourcing with Integrity
pillar of our Better Future Plan,
the Group is targeting to engage
with our ‘top 10’ ingredients
suppliers in FY25 to understand and
incorporate the decarbonisation
outcomes from their activities into
our Scope 3 footprint.
The Group is also targeting
reductions in our Scope 1, Scope 2
and Scope 3 emissions.
The Group’s progress on these
metrics is included on pages 34
and 35.
Time horizons:
Short term
Medium term
Long term
33Strategic Report | Directors’ Report | Financial Statements | Other Information
Potential unmitigated
impact on the business
Greencore’s response as part
of our strategic planning
Related metrics and targets and
link to our strategy
Transition risks continued
Costs to transition
to lower emission
technology
To achieve net zero by
2050, businesses will
need to invest in lower
emissions technology.
Potential for significant
increased investment or
asset impairments being
needed.
Time horizon
In all climate scenarios, the
Group has assumed increases
in the cost of electricity and
gas and that investment will
be needed to support the
UK’s net zero ambitions.
The Group has assessed the
risk as low in all 3 scenarios
across the short to medium-
term with a potential for a
medium financial impact
in a delayed and smooth
transition due to the
increased investment needed
over the long-term.
The Group’s commitment to operate
Scope 1 and 2 with net zero emissions
by 2040 includes investment in low
energy and low carbon operations.
The Group already has processes in
place to mitigate any financial impacts
as the Group’s capital expenditure
process takes into consideration assets
with advancements in lower emissions
technology. The Group is in the process
of net zero roadmap development for
several of our sites to mature our Group
decarbonisation pathway.
The Group includes climate-related
considerations in its capital expenditure
process and the useful life of assets is
reviewed annually.
As part of the Group’s Sourcing
with Integrity pillar as part of our
Better Future Plan, the Group is
targeting to reduce Scope 1, 2 and
3 emissions.
To support the emissions targets,
the Group has also set related
metrics and targets for energy
consumption for fuel and
electricity.
The Group’s progress on these
metrics is included on pages 34
and 35.
Opportunities
Changes in consumer
preferences
There is potential
for changes in end
consumer demand
for products due to
changing weather
patterns.
Time horizon
The Group produces a
range of food to go and
other convenience food
products. Their purchase and
consumption is impacted
by weather as many of our
products have seasonal
demand patterns. Changes in
the climate will alter seasonal
patterns and therefore
may change the demand
pattern. This represents an
opportunity for the Group to
increase revenue, particularly
in the short and medium-
term with medium financial
impact to take advantage of
changing consumer demand
such as shifts towards
climate-friendly and healthier
diets and altering production
strategies to the benefit of
the Group.
The Group proactively monitors
consumer preferences and the impact
of weather on the food products we
manufacture with market research
regularly presented to the Group’s
Executive Team and Board to support
strategic decision making in new and
existing product development.
Animal protein remains a key ingredient
for many Greencore products and is a
significant proportion of our Scope 3
footprint. We are collaborating with our
large animal protein suppliers to provide
us with ‘better’ protein which will have a
lower environmental impact.
As part of the Group’s Feeding
with Pride pillar of our Better
Future Plan, the Group monitors
the performance of the following
metrics in relation to this
opportunity:
• 85% of products classified as
‘healthier’ by 2030.
• 50% reduction in food waste
by 2030.
The Group’s progress on these
metrics is outlined on page 35.
34 Greencore Group plc Annual Report and Financial Statements 2024
TCFD continued
Potential unmitigated
impact on the business
Greencore’s response as part
of our strategic planning
Related metrics and targets and
link to our strategy
Opportunities continued
Use of more
sustainable business
practices and efficient
production processes
There is an opportunity
for the Group to
benefit from resource
efficiency including
efficiency programmes
that reduce fuel needs
in a changing climate
and societal attitudes
that want more
sustainable business
practices (including use
of recycling, reduction
in food waste and more
sustainable packaging)
to be prioritised in
climate change action.
Time horizon
The main opportunity
identified for the Group is in
the short-term as the targets
that the Group has put in
place to reduce food waste
as part of the Group’s Better
Future Plan have the potential
to increase revenue with
medium financial impact if
customers choose Greencore
over peers and the potential
to decrease costs with
medium financial impact
such as on packaging tax
if targets are met.
In addition, improving the
energy efficiency of production
and investing in renewable
energy sources could lead
to lower costs of production,
lower carbon logistics and
reduced regulatory risk over
the medium-term.
Greencore’s Better Future Plan considers
how the business can leverage more
sustainable packaging and reduce food waste.
The Group has adopted multiple
workstreams to track food waste
including improving equipment efficiency
and implementing new tracking systems
to monitor food waste. We have also
partnered with a new waste management
supplier to find innovative ways to turn
food waste into revenue, such as selling
it for animal feed or brewing instead of
incurring costs through waste disposal.
During FY24, the Group put in place a clearly
defined Sustainable Packaging Roadmap.
The Group are clear on the importance
of circularity and investigating the
opportunities suitable for home composting
and packaging solutions that reduce food
waste and complement the Group’s Healthy
and Sustainable Diets Initiatives.
As part of the Group’s Feeding
with Pride pillar of our Better
Future Plan, the Group monitors
the performance of the following
metrics in relation to this
opportunity:
• 50% reduction in food waste.
• 100% of primary plastic
packaging reusable or recyclable
by 2025.
The Group’s progress on these
metrics and targets is outlined on
page 35.
Metrics and targets
The Group’s primary focus areas are our GHG emissions including reducing electricity and gas usage and fuel consumption which are linked to
our Net Zero ambitions. The Group’s GHG emissions result mainly from powering our sites, offices and operating our logistics fleet.
Annual greenhouse gas emissions (tonnes CO
2
e)
The Group’s greenhouse gas emissions are presented below.
Metrics FY24 FY23 Baseline FY19
Combustion of fuel and operation of manufacturing facilities and fleet (Scope 1)
66,585
71,858 60,952
Electricity purchased for own use in our manufacturing facilities and offices (Scope 2)
21,719
21,508 28,654
Total gross Scope 1 and 2 emissions (tCO
2
e) * (A) 88,304 93,366 89,606
Green tariff (tCO
2
e from green energy certificates)
–
(1,761) (28,624)
Total net Scope 1 and 2 emissions 88,304 91,605 60,982
Scope 3 FLAG related emissions
646,313
645,918 661,104
Scope 3 Energy and Industry related emissions
314,386
323,961 319,823
Total Scope 3 emissions** (B) 960,699 969,879 980,927
Total Scope 1, 2 and 3 emissions (A + B) 1,049,003 1,063,245 1,070,532
GHG Intensity Measure:
Revenue (£’000)
1 ,807,133
1,913,696 1,446,100
Scope 1 and 2 (kilogrammes CO
2
e/ £1 revenue)
0.049
0.049 0.062
Scope 3 (tonnes CO
2
e/tonne of raw material purchased 2.29 2.23 2.18
* GHG emissions data for Scope 1 and 2 is calculated by reference to the core Group operations and offices in the UK and Ireland. The GHG emissions have been calculated using the GHG
Protocol Corporate Accounting and Reporting Standard, and emissions factors from the Department for Energy, Security and Net Zero (‘DESNZ’), using UK Government GHG Conversion
Factors for Company Reporting. Scope 1 and 2 absolute carbon emissions have an FY27 interim target set of 19% reduction versus FY24 performance which is reflected as a metric in the
Group’s FY25 Performance Share Plan.
** The FY19 baseline now excludes Trilby Trading Limited which was disposed of in September FY23. In addition, as a requirement of FLAG (Forest, Land and Agriculture) guidance, we have
re-based our FY19 Scope 3 footprint and recalculated prior-year footprints using the new FLAG emissions factors, which are the most up-to-date, granular and relevant emissions factors
currently available. We have also replaced our previous Science Based Targets initiative (‘SBTi’) target of a 42% reduction in Scope 3 GHG emissions per tonne of production by 2030
against the FY19 baseline of 1,579,836 tCO
2
e with two new absolute targets to align with the FLAG guidance. These will be submitted to SBTi for validation in December 2024. The data
scoping, collection and analysis has been performed in line with GHG Protocol Corporate Accounting and Reporting Standard. The key categories for Scope 3 included in the footprint
are Category 1 purchased goods and services (ingredients and packaging) and Category 4 emissions from upstream transport as these are considered to be the most material.
Previously stated Scope 3 emissions before rebaselining and recalculation in tCO
2
e: FY23: 1,400,093 (1.40mtCO
2
e), FY19 baseline: 1,579,836 (1.58mtCO
2
e)
*** This metric has been updated in FY24 to provide more relevant performance information on Scope 3 intensity by tonne of raw material purchased rather than by product.
Time horizons:
Short term
Medium term
Long term
35Strategic Report | Directors’ Report | Financial Statements | Other Information
Targets FY24 FY23
Scope 1 and 2: 46.2% reduction in absolute Scope 1 and 2 GHG emissions by 2030 against a FY19
baseline of 89,606 tCO
2
e.
-1.5%
4.2%
Scope 3 (FLAG): 33.3% reduction in absolute FLAG-related Scope 3 emissions against FY19 baseline
of 661,104 tCO
2
e by 2030. Target includes emissions and removals.
-2.2%
-2.3%
Scope 3 (Energy and Industry): 46.2% reduction in absolute Energy and Industry-related Scope 3
emissions against FY19 baseline of 319,823 tCO
2
e by 2030.
-1.7%
1.3%
Additional metrics and targets:
The below metrics and targets represent additional metrics and targets used by the Group to assess and manage certain of the Group’s
identified climate-related risks and opportunities and therefore have been included in the TCFD report.
Annual energy consumption:
Metric and target status FY24 FY23 Baseline FY19
Fuel non-renewable (MWh)
Calculated as the total non-renewable fuel (natural gas, diesel, petrol, LPG and gas oil) used across our
manufacturing facilities and offices
321,813
346,484 289,954
Fuel renewable (MWh)
Calculated as the total renewable fuel (bio-gas, hydrogenated vegetable oil and solar) used across
our manufacturing facilities and offices
2,149
2,248 1,045
Total fuel consumption (MWh)
Total renewable and non-renewable fuel consumption used across our manufacturing facilities
and offices
323,962
348,732 290,999
Total electricity consumption (MWh)
Total electricity consumption used across our manufacturing facilities and offices
104,894
103,781 108,012
Total energy consumption (MWh)
Total fuel and electricity consumption
428,856
452,513 399,011
Energy KPIs (for manufacturing only):
Metric and target status FY24 FY23 Baseline FY19
Total primary energy consumption (MWhp)
487,811
489,782 467,617
Energy intensity ratio (kWhp/ tonne of production)
1,324
1,250 1,235
Total primary energy consumption (MWhp) measures the full energy input, including conversion losses, required to power our operations.
Food waste
Target FY24 FY23 Baseline FY17
50% reduction in food waste measured as a % of total food handled by 2030 against
FY17 baseline of 9.52%
7.16%
7.99% 9.52%
Our food waste metric is calculated in line with the Food Loss and Waste Accounting and Reporting Standard and is based on collections data
from our third-party waste supplier in addition to estimates for food waste content in general waste and effluent.
The FY17 baseline is used for food waste due to reporting in line with the food industry collaborative programme, the UK Food Waste
Reduction Roadmap.
Plastic packaging
Target FY24 FY23 Baseline
100% of primary plastic packaging purchased is reuseable, recyclable or
compostable based on On Pack Recycling Labelling (OPRL) guidance by 2025
99.96%
n/a n/a
Our plastic packaging metric is based on procurement data for primary plastic packaging purchased, supplier material composition, and
packaging labels which state packaging is reusable, recyclable or compostable.
Healthy and sustainable diets
Target FY24 FY23 Baseline
85% of products classified as healthier (with a Nutrient Profiling Model score <4 by sales volume) by 2030
71%
n/a n/a
36 Greencore Group plc Annual Report and Financial Statements 2024
Our Key Performance Indicators
We use our Key Performance Indicators (‘KPIs’) to assess and monitor
the performance of the Group and to measure our progress against
our strategic objectives.
Our financial KPIs measure progress of our strategic priorities in delivering profitability, returns and
cashflow. In measuring this progress, we also consider the relationship between each of these measures.
All of the Group’s financial KPIs are non-IFRS measures or Alternative Performance Measures (‘APMs’).
The definitions, calculations and reconciliations of all APMs (including these financial KPIs) to IFRS
are set out within the APMs section on page 177.
Financial
Link to
remuneration
The remuneration of Executive Directors
is aligned closely with financial and non-
financial KPIs through the Company’s
Performance Share Plan (‘PSP’) and
Annual Bonus Plan (‘ABP’). PSP awards
granted in FY24 were based on a
scorecard of three equally-weighted
measures comprising Return on Invested
Capital (‘ROIC’) and Adjusted EPS,
alongside Total Shareholder Return
(‘TSR’). The financial element of the ABP
was linked to Adjusted Operating Profit
(weighted 50%) and Free Cash Flow
(weighted 25%), with the remaining 25%
linked to strategic objectives selected
each year to reflect our non-financial KPIs
and other short-term business priorities.
From FY25, PSP awards granted will
now also include an ESG measure to
reflect the Group’s focus on operating
a sustainable business.
See Report on Directors’
Remuneration: Page 88
“Our financial KPIs are used to assess and
monitor the performance of the Group so
that we can hold ourselves accountable to
our strategic objectives.”
Catherine Gubbins
Chief Financial Officer
2 December 2024
37Strategic Report | Directors’ Report | Financial Statements | Other Information
FY24
FY23
FY24
FY23
FY24
FY23
FY24
FY23
FY24
FY23
FY24
FY23
Pro Forma Revenue Growth
-1.4%
(FY23: +13.5%)
Strategic relevance
The Group uses Pro Forma Revenue Growth
as it believes this provides a more accurate
guide to underlying revenue performance.
It is central to our strategic framework.
FY24 performance
Pro Forma Revenue Growth declined by
1.4% in FY24 driven by a decrease in volume
year on year due to the proactive decision
to resign a number of low margin contracts
in the year.
Strategic relevance
The Group uses Adjusted Operating Profit
to measure the underlying and ongoing
operating performance of the Group as
a whole.
FY24 performance
Adjusted Operating Profit in FY24 was
£97.5m, an increase of £21.2m against
FY23, supported by the implementation
of commercial and operational initiatives.
Strategic relevance
The Group uses Adjusted EPS as a
key measure of the overall underlying
performance of the Group and returns
generated for each share.
FY24 performance
Adjusted EPS was 12.7 pence an increase
of 3.4 pence against FY23 as a result of an
improvement in Adjusted Operating Profit
and the continuation of the Group’s share
buyback programme.
Adjusted Operating Profit
£97.5m
(FY23: £76.3m)
Adjusted Earnings per Share (‘EPS’)
12.7p
(FY23: 9.3p)
Profitability
Strategic relevance
The Group uses Free Cash Flow to measure the
amount of underlying cash generation and the
cash available for distribution and allocation.
FY24 performance
Free Cash Flow in FY24 was an inflow of
£70.1m compared to £56.8m in FY23.
The main driver of the increase is due to the
increased profitability of the Group in FY24.
Strategic relevance
The Group uses ROIC as a key measure
to determine what return is generated
from the Group, as well as measuring
the financial quality of potential new
investments.
FY24 performance
The Group’s ROIC in FY24 was 11.5%
which was 260bps ahead of the FY23
measure of 8.9%. ROIC was positively
impacted by the increase in Adjusted
Operating Profit.
ROIC
11.5%
(FY23: 8.9%)
Free Cash Flow
£70.1m
(FY23: £56.8m)
Strategic relevance
The Group uses Free Cash Flow Conversion
to measure how efficiently profits from
the overall underlying performance of the
Group are transformed to cash available
for distribution and allocation.
FY24 performance
The Free Cash Flow Conversion metric
of 45.6% increased from 42.8% in FY23
consistent with Free Cash Flow. This was
due to increased operating cash inflows
in the financial year.
Free Cash Flow Conversion
45.6%
(FY23: 42.8%)
Returns Cash Flow
38 Greencore Group plc Annual Report and Financial Statements 2024
Our Key Performance Indicators continued
We use our KPIs to assess and monitor the performance of the Group and
to measure our progress against our strategic objectives. Our non-financial
KPIs are designed to measure progress against the key drivers of our purpose –
People at the Core, Sustainability, Excellence and Great Food.
Waste as % total food
handled
7.16%
(FY23: 7.99%)
Primary energy consumption
per tonne
1,324
kWp per tonne
(FY23: 1,250)
Food waste Energy
efficiency
Strategic relevance
Managing food waste is a top
priority across our operations.
We address this in multiple
ways including prevention,
redistribution, and use in animal
feed. This forms the basis of our
commitment to halve our food
waste (from an FY17 baseline)
by 2030, in line with the UN
Sustainable Development
Goal target.
FY24 performance
In FY24, our food waste,
measured as a percentage of
the product and ingredient
handled, was 7.16%. This is
a decrease from last year’s
performance at 7.99%, primarily
due to operational process
improvements that were made
during FY24 which include
reformulating ingredients and
providing additional training
and education to staff during
ingredient preparation stage.
Strategic relevance
Reducing GHG emissions
through intelligent energy use
will help us transition towards
a net zero future. We have
committed to science
based targets to help guide
us to succeed, and we are
continually monitoring
our use of energy to assess
our progress.
FY24 performance
In FY24, our total gross Scope
1 and 2 carbon emissions
decreased from the previous
year from 93,366 tonnes
to 88,304 tonnes, a 5.4%
decrease, and from our base
year of 89,606 tonnes a
decrease of 1.5%. However,
while we have made progress
in our absolute Scope 1
and Scope 2 emissions, we
have not decoupled energy
consumption from production
tonnage and therefore, our
primary energy consumption
per tonne has increased. We
are committed to addressing
this in FY25.
% Sustainable engagement
in survey
81%
(FY23: 79%)*
% Internal
progression rate
40%
(FY23: 41%)
Employee
engagement
Learning and
development
People at the Core Sustainability
Strategic relevance
Our sustainable engagement
score provides insight into how
committed our people are to
our goals, how motivated they
are to contribute to our success
and how likely they are to
recommend Greencore as
an employer.
FY24 performance
During FY24, the People at the
Core survey was conducted
across the business with
colleagues asked to share their
views on how the business
is performing from a people
perspective. We are pleased
to report that 84% of our
colleagues participated in the
survey and that the sustainable
engagement score increased
from 79% to 81% which is also
two percentage points higher
than the UK national norm
and equal to the UK high-
performing norm. The increase
reflects the focus of the Group
on enhancing communication
and development across the
business.
Strategic relevance
We aim to motivate and
support our people to take
on more responsibility and
ownership, we also recognise
and reward talent. The
internal progression rate is a
useful measure to assess this
development and is calculated
as the total number of roles
vacant in the year that were
filled by internal candidates.
FY24 performance
Despite a slight decline in
the internal hire ratio in FY24,
our Grow with Greencore
approach helps our people to
enrich their careers, providing
opportunities for growth and
progression, and to achieve
their potential.
Non-financial
* The Group previously used an internal Greencore benchmark to measure
sustainable engagement. For FY24 and going forward the Group is focused on using
a benchmark that can be benchmarked externally and therefore the comparative
has been updated to reflect this. The internal Greencore Engagement Index that had
previously been used has also improved by two percentage points from 76% to 78%.
39Strategic Report | Directors’ Report | Financial Statements | Other Information
Excellence Great Food
% products delivered on
time and in full
99.2%
(FY23: 98.5%)
% BRCGS audits at
AA/A grades
100%
(FY23: 100%)
Reportable Accident
Frequency Rate (‘RAFR’)
0.18
(per 100,000 hours)
(FY23: 0.26)
Award Winning Food
1
15
(FY23:n/a)
Service Food safetyHealth
and safety
Commercial
Strategic relevance
Building customer relationships
underpins the Group’s strategic
priority to deepen customer
relevance. An important
component of measuring this
is our service level. We track
our service level by measuring
the products we deliver to
customers, on time and in full,
compared to what they ordered
from us.
FY24 performance
Operational service levels in the
year improved from 98.5% to
99.2%, through working closely
with our customers and supply
partners to embed operational
improvements.
Strategic relevance
Producing safe, authentic
and excellent quality food is
central to everything we do.
The Group utilises the Brand
Reputation Compliance Global
Standards in food safety (the
‘BRCGS’) to measure food
safety levels, a standard that
is recognised by the Global
Food Safety Initiative. Testing
is carried out through audits
on food safety, quality and
operational criteria at each
of our sites.
FY24 performance
For the seventh consecutive
year, we met the highest level
of food safety performance,
with all 16 of our manufacturing
sites audited achieving AA or
A grades, the highest levels
attainable for announced
audits under BRCGS.
Strategic relevance
We are committed to
enhancing the health,
safety and wellbeing of our
colleagues. We recognise
this is critical to the success
of our business, and we work
hard to understand risks to
our colleagues in order to
build strategic, targeted and
evidence-based interventions.
We continually review and
measure the performance
of our compliance and
culture through monitoring
performance measures
and auditing that informs
Greencore leadership on
improvement programmes
for health and safety.
FY24 performance
Our RAFR has improved from
0.26 to 0.18 which reflects the
Group’s continued focus on
health and safety. See more
information on page 24.
Strategic relevance
Central to our commercial
success is the development
of great food to drive growth
and delight our customers
and consumers. Each year,
there are many prestigious
awards that are presented to
manufacturers by both retailers
and prestigious food bodies
that recognise excellence in
food. The development of great
food is central to our business
and these awards help solidify
and build upon our strategic
partnerships, drive innovation
and recognition for our
customers’ brands.
FY24 performance
During FY24, Greencore
received significant recognition
for its products and high-
quality customer relationships
in the form of 15 prestigious
awards. These awards cover
a broad spectrum of areas
including technical, innovation
and great food.
Link to remuneration
The remuneration of Executive Directors is aligned closely
with financial and non-financial KPIs through the Company’s
Performance Share Plan (‘PSP’) and Annual Bonus Plan (‘ABP’).
PSP awards granted in FY24 were based on a scorecard of three
equally-weighted measures comprising ROIC and Adjusted EPS,
alongside Total Shareholder Return (‘TSR’). The financial element
of the ABP was linked to Adjusted Operating Profit (weighted
50%) and Free Cash Flow (weighted 25%), with the remaining 25%
linked to strategic objectives selected each year to reflect
our non-financial KPIs and other short term business priorities.
From FY25, PSP awards granted will also include an ESG measure
to reflect the Group’s focus on sustainability.
See Report on Directors’ Remuneration: Page 88
1. New non-financial KPI, replacing the Advantage survey indicator previously
disclosed. We have determined that Award Winning Food is of greater strategic
relevance from a commercial perspective for the reasons outlined above.
40 Greencore Group plc Annual Report and Financial Statements 2024
Operating and financial review
Operating review
1
Trading performance
Group revenue decreased by 5.6% to
£1,807.1m in FY24. The decline was driven by
the disposal of Trilby Trading in September
2023, accounting for a decrease of 4.2% and
the proactive decision to exit a number of low
returning contracts during FY23 accounting
for a further 4.8% decline. This was partially
offset by the impact of inflation recovery
and price totalling 1.8% and a 1.6% benefit
from volume increases (a combination of
underlying growth and price mix). While
pro forma revenue showed a 1.4% decline,
Like-for-Like (‘LFL’) revenue, an additional
measure introduced in FY24, which considers
the impact of new business wins and losses,
increased by 3.4%.
Overall, Group Operating Profit in FY24
increased 27.7% to £84.3m and Adjusted
Operating Profit increased by 27.8% to
£97.5m. The improvement was driven by a
continuation of operational and commercial
initiatives during the financial year.
With the exception of labour costs, inflation
in the Group’s main cost components
has slowed and the majority incurred was
recovered or mitigated in the period, through
a range of mechanisms, including pass-
through of cost increases, cost reductions,
product and range reformulations, and
alternative sourcing. These mechanisms
benefited the Group’s gross margin
which increased 350bps to 33.2% in FY24.
Efficiency initiatives also supported the
offsetting, recovery and mitigation of labour,
fixed cost and other overhead cost inflation.
Labour costs will increase in FY25 with the
introduction of further national living wage
increases and national insurance changes
in the UK from April 2025 as announced
in the recent UK Budget. As a result of the
increase in national insurance charges, our
current estimate for FY25 is additional costs
of approximately £7.5m. We have a strong
track record of managing inflationary costs
– including annual increases in the national
living wage; contractual protections in place
across many of our contracts; and strong
customer relationships where negotiations
are necessary. We will work hard and plan
to offset the additional costs fully via further
efficiency initiatives alongside our usual
inflation recovery measures in FY25.
Revenue in the Group’s Food to Go categories
(comprising sandwiches, salads, sushi and
chilled snacking) totalled £1,244.6m and
accounted for approximately 69% of Group
revenue. Revenue decreased by £8.0m in
these categories, as LFL volume growth
(including mix), inflation recovery and
pricing impacts were offset by the proactive
decision to exit a number of low margin
contracts in FY23. LFL Revenue Growth
across the Food to Go category was 4.0%
in the period. The Group experienced LFL
volume growth of 1.4% across the Food to
Go sandwiches category, outperforming the
wider market
2
, however there were weaker
performances in the Food to Go salads and
the own label sushi categories.
The Group’s Other Convenience categories
comprise chilled ready meals, chilled soups
and sauces, chilled quiche, ambient sauces
and pickles, and frozen Yorkshire Pudding
categories. Revenue across these categories
decreased by 14.9% to £562.5m in FY24. The
decrease was driven by the disposal of the
Trilby Trading business and exiting low margin
contracts which offset LFL volume growth
(including mix), inflation recovery and pricing
impacts. Volumes increased 0.3% on a LFL
basis in the period. LFL Revenue Growth
across the Other Convenience category was
2.2% in the period. The Group achieved a
strong volume performance in the chilled
ready meals category, increasing 1.6% on a
LFL basis, outperforming the wider market
2
.
This was in addition to a strong LFL volume
performance across ambient sauces, chilled
soups and sauces, and frozen Yorkshire
Pudding categories.
The Group continued to carefully manage
cash flows and leverage in FY24, as Group
profit recovered, the seasonal working
capital profile was managed and the Group
continued ongoing investment to support
future growth.
Free Cash Flow for FY24 was an inflow of
£70.1m and represented a 23% increase on
the prior year as the higher profitability in
FY24 was offset by increases in financing and
tax costs. Free Cash Flow conversion was
45.6%, an increase on 42.8% in FY23.
The Group’s Net Debt at 27 September
2024 was £193.0m, a decrease of £6.0m
compared to 29 September 2023. Net Debt
excluding lease liabilities was £148.1m
down 4% on the prior year due to increased
profitability. The Group’s Net Debt: Adjusted
EBITDA leverage covenant as measured
under financing agreements was 1.0x,
compared to 1.2x at 29 September 2023.
As outlined in the financial review, the Group
successfully completed a refinancing of its
revolving credit facility (RCF) with a new
£350m RCF put in place in November 2023.
See page 43 for more details.
ROIC increased to 11.5% for FY24, compared
to 8.9% for the prior year. The year-on-year
increase was driven primarily by increased
profitability in the 12-month period. Average
invested capital decreased year-on-year
from £678.1m to £660.3m.
Strategic Developments
The Group delivered excellent progress
against its strategic priorities in FY24,
underpinned by close customer engagement
in a period that continued to be defined by
inflation and muted consumer confidence.
The Group’s priorities continue to be guided
by the strategic framework for recovery and
growth, with goals set across a three-horizon
framework as set out on pages 16 and 17.
Our horizon framework will guide the
prioritisation and sequencing of our long-
term strategic objectives.
The Group delivered year-on-year Like-
for-Like revenue growth of 3.4%, through a
combination of underlying volume growth,
in addition to price and mix impact, including
Trading performance
FY24
£m
FY23
£m
Change
(As reported)
Change
(Like-for-Like
Basis)
Revenue 1,807.1 1,913.7 -5.6% +3.4%
Group Operating Profit 84.3 66.0 +27.7% n/a
Adjusted Operating Profit 97.5 76.3 +27.8% n/a
Group Profit Before Tax 61.5 45.2 +36.1% n/a
1. The Group uses Alternative Performance Measures (‘APMs’) which are non-International Financial Reporting Standards (‘IFRS’) measures to monitor the performance of its operations
and of the Group as a whole. These APMs along with their definitions and reconciliations to IFRS measures are provided in the APMs section on page 177.
2. Kantar World Panel – 52 weeks ending 29 September.
41Strategic Report | Directors’ Report | Financial Statements | Other Information
the recovery of inflation. LFL volume growth of
0.5% represents a strong volume performance,
relative to the wider market performance
2
.
The Group maintained outstanding operational
service levels during the financial year,
working closely with our customers and supply
partners, with average service levels at 99.2%
in FY24 compared to 98.5% in FY23. In June
2024, the Group took the step of recalling a
number of products, in line with a number
of other food manufacturers as a result of an
outbreak of E.coli in the UK. The Group took
this precautionary step as we are committed to
the highest food safety and quality standards
for our customers and end consumers.
The Group has remained focused on
proactively managing commercial returns,
capacity management, maximising returns
and optimising use of our manufacturing
footprint. This has led to improved operational
efficiencies in FY24 across the manufacturing
footprint of the Group and an improvement
in the returns profile of the majority of sites.
We continue to review all sites to ensure they
are delivering, or are on a path to deliver, in
line with the Group’s expectations.
The consolidation of two soup manufacturing
sites was completed in FY24, with the closure
of soup production capacity at the Kiveton
facility and consolidation of soup production
at the Bristol site. Following the consolidation,
the Group secured a long term, reinvigorated
partnership with a major food retailer in the
soups category, which was delivered via high
quality innovation and consistency, supporting
the Group’s decision to consolidate into one
site for our soups category.
From a customer perspective, the Group
successfully won new business with existing
customers and added new customers to
its portfolio. The Group already operates
in the coffee shop and café channel but
successfully added a significant new
customer, the largest coffee shop operator in
the UK, securing a long-term supply position
in their critical food to go mission and
increasing our presence in this important and
growing channel. A new chilled ready meals
contract with an existing customer was
successfully onboarded at the Kiveton site in
Q4 FY24. The chilled ready meals category
is now expected to deliver improved
profitability and returns in FY25. In addition,
the Group has also onboarded a significant
customer across its Direct to Store network,
driving improved profitability and returns
across this category and has augmented
the Group’s overall sushi proposition with a
supply extension into a new category, Poke
Bowls for a premium food retailer, winning
the business on quality and innovation.
The Group’s grocery business at Selby
benefited from two significant commercial
developments, firstly, the complete overhaul
of one of its major client’s cooking sauce
range, for which the Group won supplier of
the year, and secondly, securing a long-term
supply partnership with a significant, fast-
growing retailer.
The Group launched a multi-year
programme in FY24, called Making Business
Easier, focused on bringing the Group’s IT
estate onto a single enterprise resource
planning platform and improving process
efficiency across the Group. An exceptional
charge of £4.0m was recognised in FY24
relating to the programme.
Despite a slowing inflationary environment,
the Group’s cost base had risen following
several years of high-cost inflation and
therefore new initiatives commenced in FY24
targeted at reducing the cost base to make
the business more efficient but ensuring
consistent high-quality and delivery of
products to customers.
Commercial and operational efficiencies to
support profitability and mitigate fixed cost
inflation in FY24 are outlined below.
A commercial excellence programme
combining profit enhancement activities
across volume, cost, pricing and product mix:
• new product development and
innovation which has enabled the Group
to drive volume and unlock value for both
Greencore and customers, with 421 new
SKUs launched in FY24; and
• action taken by the Group to streamline
the total number of unique ingredients
used in our products, resulting in a
reduction of 5% versus FY23 with
a continued focus on decreasing
complexity and cost, alongside driving
innovation and growth, while the Group
continued to nurture long term customer
relationships and be a supplier of choice
to the Group’s chosen partners.
A structured operational excellence
programme has been established across the
business aimed at deploying best practice
learnings throughout the network. This
has continued to deliver simplification and
standardisation across the Group, which
involves:
• wider diagnostic benchmarking of
the Group’s manufacturing facilities,
supporting identification of improvement
workstreams;
• implementation of four large pilot sites for
improvement activities, which continues
to develop, as we professionalise our
operational excellence approach and
expand this further into the remaining
manufacturing sites; and
• as part of our centre of excellence
model we have created a group logistics
improvement team, enhancing our
improvement agenda, alongside our
planning, technical and engineering teams.
Following on from this the Group will
continue to focus on commercial excellence,
operational excellence and continued tight
management of costs.
Colleagues
During FY24, we made progress in our
engagement with our colleagues. The
Group conducted our People at the Core
survey to understand our colleagues’ views
with an 84% participation rate. The Group
achieved an 81% sustainable engagement
score representing a two percentage
point increase from the last survey in 2022
and which is also two percentage points
ahead of the UK National norm. Colleague
communication and senior leadership
engagement scores increased by 9 and 6
percentage points respectively.
Better Future Plan
This year, the Group has sharpened its focus
on what it takes to transform into a future-fit
food business, that drives positive impact
for both people and the planet – the Better
Future Plan.
During FY24, the Group made several
adjustments to ensure its Better Future Plan
was more relevant to the changing external
landscape, key environmental and relevant
societal issues, and the expectations of
stakeholders. This included completing
multi-year roadmap development across
all ten of the Group’s strategic topics
and embedding our sustainability targets
further in the business through including
sustainability performance in the incentive
and reward framework.
Group cash flow and returns
FY24
£m
FY23
£m
Change
(as reported)
Free Cash Flow 70.1 56.8 +£13.3m
Net Debt 193.0 199.0 +£6.0m
Net Debt (excluding lease liabilities) 148.1 154.0 +£5.9m
ROIC 11.5% 8.9% +260bps
42 Greencore Group plc Annual Report and Financial Statements 2024
Financial review
1
Revenue and Operating Profit
Group revenue in the period was £1,807.1m,
a decrease of 5.6% compared to FY23, due to
a decrease in volume year on year linked to
the disposal of Trilby Trading Limited and the
proactive decision to resign a number of low
margin contracts in FY23. These decreases
were offset by the impact of the recovery
of inflation and pricing. Pro Forma Revenue
Growth declined by 1.4% when adjusting for
the disposal of Trilby Trading Limited, while
LFL Revenue Growth increased 3.4% when
adjusting for the impact of business wins
and losses.
Group Operating Profit increased from
£66.0m in FY23 to £84.3m in FY24 as a result
of continued strong focus on improving
returns across our portfolio, other commercial
initiatives and enhancing operational
efficiencies during the financial year. Adjusted
Operating Profit was £97.5m compared to
£76.3m in FY23. Adjusted Operating Margin
was 5.4%, 140bps higher than FY23.
Net finance costs
The Group’s net bank interest cost was
£22.8m in FY24, an increase of £2.0m
versus FY23. The increase was driven by
higher cost of debt during FY24. The Group
also recognised a £1.4m interest charge
relating to the interest payable on lease
liabilities in the financial year (FY23: £1.2m).
The Group’s non-cash finance charge in
FY24 was a net £0.9m (FY23: £2.7m). The
change in the fair value of derivatives and
related debt adjustments including foreign
exchange in the financial year was a £0.2m
credit (FY23: £1.4m charge) and the non-
cash pension financing charge of £1.0m was
£0.2m lower than the FY23 charge of £1.2m.
Profit before taxation
The Group’s Profit before taxation increased
from £45.2m in FY23 to £61.5m in FY24,
driven by higher Group Operating Profit offset
by higher exceptional items and finance costs.
Adjusted Profit Before Tax in the financial year
was £75.5m compared to £58.1m in FY23,
the increase primarily driven by the strong
operating performance of the Group.
Taxation
The Group’s reported effective tax rate
in FY24 was 25% (FY23: 21%), while the
adjusted effective tax rate was 22% (FY23:
21%). The adjusted effective tax rate adjusts
profit before tax for exceptional items and
derivative financial instruments. The increase
in the effective tax rate reflects the increase
in the UK corporation tax rate.
Exceptional items
The Group had a pre-tax exceptional charge
of £10.2m in FY24, and an after-tax charge of
£9.4m, comprised as follows:
Exceptional Items £m
Transformation costs (4.0)
Manufacturing site consolidation (6.0)
Non-core property related costs (0.2)
Exceptional items (before tax) (10.2)
Tax on exceptional items 0.8
Exceptional items (after tax) (9.4)
In FY24, the Group commenced a multi-year
transformation programme, Making Business
Easier, which is focused on transforming the
Group’s technology infrastructure and end-
to-end processes to drive efficiencies in the
way the Group operates. The programme
is expected to last for a period of up to five
years, which is currently estimated to have
a total cash cost of up to £80m. This is
comprised of a projected expense of up to
£50m to be recognised within exceptional
items and up to £30m of estimated capital
spend and software licensing costs. The
Group recognised a charge of £4.0m in
exceptional items in respect of the work
carried out in the financial year. The Group
also completed the consolidation of two
soup manufacturing sites during the financial
year resulting in the recognition of an
impairment of associated property, plant
and equipment of £5.0m and incurring
associated impairment of engineering
spares, redundancy and mothballing costs of
£1.0m. A net loss of £0.2m was recognised
on the disposal of an investment property.
Earnings per share
The Group’s basic earnings per share for
FY24 was 10.1 pence compared to 7.2 pence
in FY23. This was driven by a £10.4m increase
in profit attributable to equity holders and a
decrease in the weighted average number
of shares in issue in FY24 to 459.8m (FY23:
495.4m) due to the impact of the share
buyback programme.
Adjusted Earnings were £58.4m in the
financial year, £12.2m ahead of FY23 largely
due to an increase in Adjusted Operating
Profit offset by an increase in interest and tax
costs. Adjusted Earnings Per Share of 12.7
pence compared to adjusted earnings per
share of 9.3 pence in FY23.
Cash Flow and Net Debt
Adjusted EBITDA was £20.9m higher in FY24
at £153.7m. The Group recognised a net
working capital outflow of £8.0m (FY23:
working capital inflow of £2.2m). Maintenance
Capital Expenditure of £26.2m was recorded
in the financial year (FY23: £26.6m). The cash
outflow in respect of exceptional charges
was £5.3m (FY23: £10.9m).
Interest paid in the financial year was
£20.9m (FY23: £17.6m), including interest
of £1.4m on lease liabilities (FY23: £1.2m),
an increase on FY23 reflecting higher
interest costs on borrowings in FY24. The
Group recognised tax paid of £5.4m (FY23:
£2.7m) in the financial year driven by an
increase in the tax charge for the year in line
with an increase in the UK corporation tax
rate. Cash repayments on lease liabilities
remained in line with the prior year at £15.7m
(FY23: £15.6m). The Group’s cash funding
for defined benefit pension schemes was
£11.5m (FY23: £11.1m).
In FY24, the Group recorded Strategic Capital
Expenditure of £6.2m (FY23: £10.8m).
The Group did not make any equity dividend
cash payments in either financial year. The
Group made net share purchases of £59.7m
in FY24 reflecting the continuation of the
Group’s share buyback programme costing
£55.0m in FY24 and the purchase of shares
for the Group’s employee share ownership
scheme of £5.5m, offset by the proceeds
from the issue of shares of £0.8m. The share
buyback cashflow includes £5.6m which had
been transferred to the independent broker
in order to complete the share buyback,
which had yet to be transacted at year end
but has been fully utilised as of 11 November
2024. This compared to net share purchases
of £30.1m in FY23.
Operating and financial review continued
1. The Group uses Alternative Performance Measures (‘APMs’) which are non-International Financial Reporting Standards (‘IFRS’) measures to monitor the performance of its operations
and of the Group as a whole. These APMs along with their definitions and reconciliations to IFRS measures are provided in the APMs section on page 177.
43Strategic Report | Directors’ Report | Financial Statements | Other Information
In August 2024, the Group completed the
sale of an investment property in Ireland
for a final net cash consideration of £0.7m
(2023: £Nil).
The Group’s Net Debt excluding lease
liabilities at 27 September 2024 was £148.1m,
a decrease of £5.9m compared to the end
of FY23.
Financing
As at 27 September 2024, the Group had
total committed debt facilities of £429.9m
and a weighted average maturity of 3.7 years.
These facilities comprised:
• a £350.0m sustainability linked revolving
credit bank facility with a maturity date of
November 2028;
• a £50.0m bilateral bank facility with a
maturity date of January 2026; and
• £9.0m and $27.9m of outstanding Private
Placement Notes with maturities ranging
between June 2025 and June 2026.
At 27 September 2024 the Group had cash
and undrawn committed bank facilities of
£279.4m (FY23: £327.8m).
During FY24, the Group refinanced its debt
facilities with a new five year £350.0m
sustainability linked RCF, maturing in
November 2028 with the option of two
additional one-year extensions. The facility
also includes a £100m accordion option
which provides additional potential financing
facilities. This new facility replaces the
£340.0m RCF that was due to mature in
January 2026. A £45.0m term loan due to
mature in June 2024 was also repaid in full
as part of this debt restructuring.
Pensions
All of the Group’s legacy defined benefit
pension schemes are closed to future
accrual. The net pension deficit relating to
legacy defined pension schemes, before
related deferred tax, at 27 September 2024
was £14.8m, £5.3m lower than the position
at 29 September 2023. The net pension
deficit after related deferred tax was £9.4m
(FY23: £12.8m), comprising a net deficit on
UK schemes of £22.0m (FY23: £28.3m) and
a net surplus on Irish schemes of £12.6m
(FY23: £15.5m).
The decrease in the Group’s net pension
deficit was driven principally by contributions
paid by the Group offset by net actuarial
losses particularly on the Irish scheme. The
movement in the discount rate is driven by
the corporate bond rate.
Separate to this IAS 19 Employee Benefits
valuation, the valuations and funding
obligations of the Group’s legacy defined
benefit pension schemes are assessed on a
triennial basis with the relevant trustees. Full
actuarial valuations were carried out on the
Irish and UK schemes at 31 March 2022 and
31 March 2023 respectively. The UK defined
benefit scheme is expected to achieve a fully
funded position on a triennial valuation basis
by the end of September 2025. Following
discussions with the UK scheme’s trustees,
it has been agreed that £9.8m of annual
pension contributions from the Group
will cease when the fully funded position
is achieved. The Group has engaged with
the trustees of the UK scheme and, relative
to the liabilities on the triennial funding
basis the UK scheme is now 100% hedged
for movements in gilt yields, reducing the
Group’s exposure to risk. The Group has
also agreed with the trustees that these
contributions will cease sooner if the UK
scheme remains ahead of schedule.
Return of value to shareholders
In May 2024, the Group committed to
returning £50m to shareholders over the
next 12 months and completed £40m
of this return through share buyback by
11 November 2024. The Group is now
pleased to propose a dividend of 2.0 pence
per share and given the Group’s strong
balance sheet and confidence in the outlook,
an additional £10m share buyback.
Catherine Gubbins
Chief Financial Officer
2 December 2024
“Overall, Group Operating Profit in
FY24 increased 27.7% to £84.3m and
Adjusted Operating Profit increased
by 27.8% to £97.5m. The improvement
was driven by a continuation of
operational and commercial initiatives
during the financial year.”
Catherine Gubbins
Chief Financial Officer, 2 December 2024
44 Greencore Group plc Annual Report and Financial Statements 2024
Governance
and assurance
Risk
process
Risk
strategy
Risks and risk management
The Group recognises that, like all organisations, we face a wide range of risks that
could impede the successful achievement of our vision and strategic objectives,
and that effective risk management is critical to our success. A Group Enterprise
Risk Management (‘ERM’) Framework is in place to support informed decision-making
and to ensure that such risks are understood, evaluated, and mitigated.
Managing our risks
Risk management strategy Risk management process
The Group’s approach to risk management acknowledges
that effective risk management supports us in achieving
our strategy and delivering for our customers. The Board
has ultimate accountability for reviewing and monitoring
the effectiveness of our risk management systems and is
committed to:
• an ERM framework that enables us to be risk aware,
understand the risks we face, and make informed
decisions;
• identifying, assessing, and tracking risks that threaten
the achievement of the Group’s strategy and objectives,
and responding to them appropriately;
• appropriately embedding risk management in all areas
of our work;
• recognising that not all risk must be eliminated and
that some risk taking to support our ambitions may
be required;
• establishing a risk-aware culture to support informed
decision-making and ownership of risk throughout
the business;
• articulating a Statement of Risk Appetite to provide
direction and set boundaries on the amount or type
of risk that can be accepted throughout the business;
• producing insightful and value-add risk reporting;
• continually monitoring progress and evaluating the
effectiveness of our approach to risk management; and
• ensuring that all colleagues understand their
responsibilities in relation to ERM.
Our ERM framework is supported by a risk process and
methodology that incorporates a standardised toolkit
to support our four-stage process:
Stage 1: Risk identification involves using various tools
and techniques to consider and identify the risk events
that could impede the successful achievement of business
objectives. Risks are assigned owners and categorised
according to their nature.
Stage 2: Risk assessment involves evaluating risk impacts
and likelihoods in accordance with standard criteria,
to support prioritisation and decision-making, and
documenting the existing control environment to assess
effectiveness and identify gaps.
Stage 3: Risk response involves planning and pursuing
activities to reduce both the likelihood of the risk
materialising and its potential impacts where the
exposure is greater than the target risk levels defined
by our risk appetite.
Stage 4: Involves regular risk monitoring to track progress,
evaluate control effectiveness, and consider changes in
the risks or risk landscape, suitable reporting to provide
assurance across the Group, and the escalation of
significant risks according to defined criteria.
This cycle is underpinned by a detailed evaluation and
understanding of the internal and external risk context
to ensure relevance of risk management activities, and is
supported by ongoing communication and consultation
to ensure that it incorporates the views and insights of a
broad range of stakeholders.
45Strategic Report | Directors’ Report | Financial Statements | Other Information
Risk identification
Risk assessmentRisk response
Risk monitoring,
reporting and
escalation
Top down
Principal risks Emerging risks
Group Risk and Resilience
Risk Champions and Risk Advisors
HR Finance Commercial
Operations Strategy
Company
Secretarial
and Legal
Risk Oversight Committee Audit and Risk Committee Board
Ongoing
communication
and consultation
C
o
n
t
e
x
t
STAGE 1
STAGE 2
STAGE 4
STAGE 3
Bottom up
Functional risks
Risk process and methodology
Governance and assurance
The Group continues to operate a combined top-down and
bottom-up risk management framework to ensure that the
risk priorities of senior management are defined, tracked,
managed, and understood across the Group, and that there
is broad risk management coverage and risk-informed
decision-making across the business. Principal Risks,
defined as those most likely to have a significant impact
on Group-wide objectives, are identified by the Group
Executive Team.
• Management oversight of risk
management activities.
• Monitor Principal and Functional
risks.
• Direct risk mitigation activity in
line with strategy and risk appetite.
• Foster a risk-aware culture across
the Group.
• Board oversight of risk exposures
and risk management activities.
• Provide challenge to management
on risk management approaches.
• Advise Board on risk strategy.
• Review and monitor effectiveness
of risk management systems.
• Accountable for review and
monitoring of the effectiveness
of risk management systems.
• Define Group Strategy and
Risk Appetite.
Risk and Resilience
46 Greencore Group plc Annual Report and Financial Statements 2024
Risks and risk management continued
Principal risks and uncertainties
Governance and assurance
continued
Functional Risks are identified and tracked across a range
of risk registers embedded within core business functions.
These are risks relevant to functional responsibilities and
objectives. This process is supported by Risk Champions
and Risk Advisors within the function, who are responsible
for guiding the risk identification and assessment processes,
ensuring rigorous risk reviews take place, and providing
regular reporting to the Group Risk & Resilience function.
Principal, Functional, and Emerging Risks are reported to
and reviewed by the Risk Oversight Committee (the ‘ROC’),
which is made up of the full Group Executive Team and
Director of Internal Audit, Risk, Controls & Compliance,
and meets quarterly. The remit of the ROC is to provide
management oversight of the suitability and effectiveness
of the Group’s risk management systems, including the risk
management policy, protocols, and governance, sponsor
and monitor the Group’s principal risks, and direct risk
management activities.
Overall accountability for reviewing and monitoring the
effectiveness of the Group’s risk management systems
remains with the Board, who also establishes the Group’s
strategy and risk appetite. The Board in part discharges these
duties through delegation to the Audit and Risk Committee
(the ‘ARC’). The ARC is responsible for overseeing and
advising the Board on the organisation’s risk exposures,
risk management strategy, and effectiveness of risk
management systems.
The ERM framework is overseen by the Group Risk &
Resilience Function, who provide the Group with risk
management methodology, training, support, advice, and
assurance over all aspects of its risk management systems.
Emerging risks
As part of our overall risk assessment process, the Group
also captures and monitors Emerging Risks, defined as risks
that have a high degree of uncertainty, with unclear but
potentially far-reaching impacts.
The Group uses a diverse range of sources to gather
insights on the risk landscape and performs horizon
scanning, capturing relevant emerging risks and assessing
their potential impacts, and recording these in an Emerging
Risks Watchlist. The watchlist is reviewed periodically,
at minimum on an annual basis.
During FY24, a comprehensive review of emerging risks
was undertaken. Current emerging risk areas include:
• Impacts of Climate Change: The effects of climate
change are uncertain, but are likely to be varied,
widespread, and affect all aspects of our lives and
our business. There is the potential for physical risks
impacting our manufacturing operations and security
of our supply chain, transitional risks with implications
for consumer and customer behaviours, and a need to
adhere from an evolving legal and regulatory landscape.
• Consumer Preferences: Shifts in consumer preferences
driven by broader societal, economic, or technological
changes may result in fundamental changes to demand
for convenience food and decrease the relevance of our
current product portfolio.
• Global Geopolitics: Increasing geopolitical tensions
could result in widespread conflict or trade disputes,
which could cause significant disruption to our supply
chain, and have significant macroeconomic effects.
• Evolving Regulatory Landscape: There are a wide
array of regulatory and legislative landscape changes
that could have a significant impact on our operating
context, including further future policy intervention
on diets and health, trade policy and protectionism,
and developments in UK labour law.
• Disruptive Technology: Advances in technology,
particularly with regards to artificial intelligence (‘AI’)
capabilities, could be transformative across the food
manufacturing sector and wider economy. These
technological advancements could represent significant
opportunities, but also material risk if we fail to embrace
the possibilities that it provides or fall behind competitors.
These risk areas were kept under review throughout the
year, and are not currently determined to be escalated as
Principal Risks and Uncertainties.
In FY24, the Group has considered the need to evolve
the focus of risk management to incorporate a wider
perspective on business resilience, to assess those risk
events that may be remote, but are nonetheless plausible.
The Group recognises that whilst ERM is focused on
reducing the likelihood of risk events and mitigating their
impacts, risk events still nonetheless occur. The ability of
the Group to navigate through, survive and thrive despite
such events are rooted in our resilience.
As such, in FY24 the scope of the Group Risk Function was
broadened to encompass a wider perspective on business
resilience, to support the Group’s readiness to withstand
not only the known risks, but also the unforeseen. As part of
this, the function has oversight of a new incident response
framework and our climate risk management (see Task
force on Climate-related Financial Disclosures on page 26).
47Strategic Report | Directors’ Report | Financial Statements | Other Information
Strategic
Operations
People – Talent, culture
Financial
Commercial
Operational Excellence –
Product safety, cyber
security, sustainability
People – Safety, wellbeing,
equality, diversity and inclusion
Legal, regulatory
and compliance
More averse to risk More open to risk
Our risk appetite
The Group has a Statement of Risk Appetite designed to
support informed decision-making, improve consistency
across governance, and assist in prioritisation.
At Greencore, our risk appetite is shaped by our commitments
to building profitability and growth for our stakeholders, our
passion for great food, pursuing operational and commercial
excellence, placing our people at our core, and having a
sustainable future underpinning all that we do.
We understand that taking calculated risks is essential for growth
and innovation, but that to do so, we must make risk-informed
decisions. Our preference is for reduced risk and uncertainty,
but we acknowledge that some risk may be necessary and
beneficial. We always strive to ensure that risks are managed
prudently but are willing to accept risk where it can be carefully
managed, measured, and monitored. Therefore, we may do
things giving rise to risk if the potential rewards outweigh the
potential downsides.
There are some areas where the Group is willing to
take more risk than others and has defined risk appetite
statements accordingly.
The Group’s risk appetite is dynamic and will be updated as
necessary to reflect any significant changes in the context in
which it operates.
Principal risks and uncertainties
The Group’s principal risks and uncertainties continue to be
influenced by our internal and external context, our operating
environment, and business priorities.
In FY24 we undertook a review of commercial risks in the context
of our Horizon 2 and Horizon 3 strategic ambitions, resulting in the
addition of related risks to our principal risk profile.
Risks arising from labour market conditions have eased, and a
rigorous focus on costs has enabled us to remove related risks
from our principal risk profile. All such risks continue to be tracked
and monitored as part of our functional risk process.
Although we continue to operate a robust control environment, in
common with the wider food industry, there is increasing complexity
in the product contamination risk landscape. The increasing impact
of climate change, extreme weather events, enhanced laboratory
techniques and an evolving regulatory landscape requires us to
continually improve as we seek to maintain best practice.
As we look to the year ahead, we will monitor closely the potential
risks posed to the Group by the UK and global macroeconomic
conditions, including fiscal policy and international trade conditions.
Such factors are monitored closely and we are confident that our
risk mitigation efforts and our robust and agile commercial and
operational arrangements enable an effective response to a dynamic
risk environment.
48 Greencore Group plc Annual Report and Financial Statements 2024
Strategic
Strategic Change
The Group has a refreshed multi-year strategy, and is developing longer-term plans to rebuild profitability (Horizon 2),
and secure long-term growth (Horizon 3). Failing to suitably deliver an ambitious strategic change agenda may reduce
long-term Group performance.
Changes in FY24
• The Group has made strong progress in FY24 in further developing
and progressing our strategic aims of rebuilding profitability (Horizon 2)
and securing long-term growth (Horizon 3).
• Strategic plans have been developed and approved by the Board and
implementation roadmaps for the major components of Horizon 2
have either been developed or are in development.
• Delivery is progressing in a number of key pillars, including Operational
Excellence and data, process and technology transformation; in
addition a focused pipeline of potential M&A targets to support our
Horizon 3 growth ambitions is being identified.
• The Group Strategy function has continued to develop and scale-up
to support these long-term strategic ambitions.
Mitigations and Controls
• The strategic plans for improving current core business
(Horizon 2) and investing in new areas of growth (Horizon 3)
have been agreed with the Board.
• Roadmap in development for implementation of the major
pillars of this strategy, each with a named Group Executive
Team sponsor.
• Formal and systematic links between medium-term ambitions
and our budgeting process, with periodic review of our
trajectory beyond the end of the current financial year.
• Central Strategy function in place to support development
and delivery of strategic plans, and ensure progress against
overall strategy.
Sustainability
The Group’s Better Future Plan, which provides a roadmap for our contribution to transforming the food system to have a
positive impact on people and the planet, is a key part of the Group’s strategy and important to its stakeholders. Successful
delivery of these commitments will need to involve new ways of thinking and working commercially and operationally,
a significant investment in resources and the prioritisation of these ambitions. Failing to deliver on our commitments could
impact the future success of the Group and cause reputational damage.
Changes in FY24
• The Group has stabilised and started to decarbonise towards our
2030 SBTi target, achieving a 5.4% reduction in absolute Scope 1
and Scope 2 emissions versus FY23 and a 1.5% decrease from our
FY19 baseline.
• High-level delivery roadmaps developed for all topic areas and
received Group Executive Team alignment and sign-off.
• We have further integrated sustainability as a key part of our
broader strategy ensuring future growth decisions are informed
by our ambition.
• We remain committed to providing clear visibility of our performance
and progress, continually enhancing our data quality and reporting
processes to uphold transparency.
• The Sustainability Team has been augmented with additional resources
dedicated to reporting and disclosure, responsible sourcing, and
energy optimisation.
• Customer and supplier collaboration continues to progress,
in particular relating to Healthy & Sustainable Diets and
Scope 3 emissions.
• We continue our commitment to colleague upskilling, with
particular focus on our Plan Owners and committee members.
• Completed renewed climate-risk modelling and developed a new
climate-risk governance structure.
Mitigations and Controls
• A clear sustainability strategy is in place through the
Greencore Better Future Plan, consisting of three
interlocking pillars: Sourcing with Integrity; Making
with Care; and Feeding with Pride.
• High-level delivery roadmaps have been developed for all
topic areas and received Group Executive Team alignment
and sign-off.
• Comprehensive programme governance in place, along
with detailed and regular monitoring of a wide array of
performance metrics. This includes a Sustainability Oversight
Committee, regular reviews by the Group Executive Team,
and a Sustainability Committee of the Board.
• Clear ownership and accountability structure across the
business including delivery plan ownership and Group
Executive Team sponsorship.
• Stakeholder relationships with key value chain groups
including customers and suppliers, including targeted
partnerships on Healthy & Sustainable Diets
• Sustainability agenda integrated with broader Group
strategy and transformation activities.
Risks and risk management continued
Principal risks and uncertainties continued
49Strategic Report | Directors’ Report | Financial Statements | Other Information
Strategic continued
Organisational Resilience
The external environment is increasingly volatile and uncertain, and like all large, complex businesses, the Group is exposed
to a range of potentially disruptive influences, from geopolitics to climate change and rapid advancements in technology.
A failure to effectively build resilience into Group strategy and operations may result in it being less equipped to survive,
innovate and thrive, in the face of future risk.
Changes in FY24
• The Group has developed and launched a formalised Group
Crisis Management framework, incorporating defined response
structures, roles and responsibilities, and toolkit.
• This framework was tested as part of the product recall in June 2024,
and a comprehensive lessons learned exercise was undertaken to
consider both good practice and opportunities for improvement. The
findings from this have been incorporated into a detailed action plan
for enhancing crisis management capabilities going forward.
• A climate-risk scenario modelling exercise has been completed,
and input into planning for long-term climate change resilience
planning. As part of this, a number of tactical and strategic actions
have been agreed, including enhanced review and monitoring of
supply chain resilience.
Mitigations and Controls
• Centralised coordination of the resilience agenda through
the Group Risk and Resilience function.
• New Group Crisis Management Framework, providing
structured incident management processes, roles and
responsibilities, and toolkit.
• Detailed manufacturing site business continuity plans.
• Commercial and operational agility to quickly respond to
incidents, rationalise product category, range, and mix,
or adapt supply arrangements.
• Close working relationships with our customers and supply
chains enables effective cooperation and collaboration in
times of disruption.
• A dispersed, diverse, and broad national manufacturing
network providing agility and flexibility.
People
High reliance on labour
The Group is reliant on high volumes of labour in its production processes. A dynamic political, economic and social external
context, and the fast-paced and variable labour needs of the Group, could increase the costs of this labour in unsustainable
ways. This could have operational, commercial, and financial impacts across the Group.
Changes in FY24
• The Group’s Operational Excellence programme has made significant
progress, and is delivering efficiency improvements across our
operations that enable more efficient labour deployment.
• Manufacturing capacity has increased at some sites and in some
categories as a result of unit-per-labour-hour increases and
greater efficiencies.
• Improved confidence in labour supply and availability.
• More flexible capital expenditure investment criteria approved
for labour efficiency initiatives.
• Ongoing exploration of innovative automation solutions with
specialist partners, considering off the shelf solutions, medium-term
opportunities using existing technologies, and longer-term innovation.
• Designs for increasing in-house expertise in relation to technology and
automation developed.
Mitigations and Controls
• Use of agency workforce to enable some flexibility in
labour-model and agility and responsiveness to frontline
labour needs.
• Mature labour forecasting processes and systems enable
effective planning of labour needs.
• Deployment of automation in production processes reduces
reliance on labour requirements.
• Development and training frameworks assist in retention
and productivity, including ‘Line Manager Framework’
• Regular wage benchmarking in place to ensure that
colleagues are paid fairly.
• Proactive and cooperative successful relationships with
Trade Unions.
• A dispersed, diverse, broad national manufacturing network
provides agility to rationalise and move production if required.
Risk movement
NEW Risk increased Risk unchanged Risk decreased
50 Greencore Group plc Annual Report and Financial Statements 2024
People continued
Health & Safety
The nature of the Group’s operations exposes our colleagues to inherent risks, with the workforce encountering potential
hazards on a daily basis. Ensuring the health and safety of our colleagues is of paramount importance at Greencore, but
without effective management, these risks could result in accidents leading to harm to individuals, as well as reputational and
potential financial damage.
Changes in FY24
• The Group remains committed to ensuring that the health and
safety of our people is our highest priority, and has established
formal senior management commitment to this.
• A new management system and associated guidance manual has
been published, outlining a standardised and consistent approach
across the Group.
• Improved prevention of serious injuries through focus on reporting
and investigation of incidents with the potential to cause serious injury
or fatalities.
• Commenced and made substantial progress with a critical risk audit
programme, and comprehensive remedial action planning in place.
• Enhanced training in key risk areas.
• Ongoing comprehensive audit, monitoring, and assurance continues
to be delivered and tracked.
• Improvements made to management of change risk.
Mitigations and Controls
• Strong Board and Group Executive Team commitment to
embedding a safety first culture across all business activities.
• Central function specialist, expert, qualified and competent
Safety, Health & Environment professionals providing
oversight, policy guidance, and monitoring.
• Comprehensive health and safety processes, procedures,
and training in place.
• Rigorous monitoring protocols including annual health and
safety audits and operational physical inspections provide
assurance of ongoing control and compliance.
• Maintenance of KPIs to provide insight into the effectiveness
of health and safety management.
• Robust incident investigation process to ensure risk controls
can be communicated for shared learnings to prevent
reoccurrence.
• Professional membership and liaison with industry bodies to
benchmark performance, best practice and technological
advancement in managing health and safety.
Commercial
Competitor activity
The Group operates in highly competitive markets. Failure to identify and respond to significant product innovations,
technical advances and/or the intensification of competition in our markets and those of our customers, could adversely
affect the Group’s results.
Changes in FY24
• The Group continues to monitor trends within the sector and invest
in competitor analysis and insights to inform decision-making and
commercial propositions.
• New category teams have been established and are actively
performing competitive-threat risk evaluation.
• We have also continued to develop clear portfolio strategies that will
allow us to drive our performance and growth in the coming years,
and lead the market as innovators in the face of agile competition.
• This will also enable us to be successful in developing products to
meet and exploit emerging consumer trends.
Mitigations and Controls
• Extensive nationwide production and distribution network
provides the Group with a market-leading capacity and
capability.
• Close cooperative relationships, together with investment
in innovation and new product development, enables us to
work together with our customers on our product portfolio
to meet customer and consumer needs.
• Agile production capabilities and a broad product range
enables the Group to respond effectively and quickly to
changing customer needs.
• Comprehensive controls are in place around quality of
product.
• Competitor activity monitoring and market insights to drive
informed decision-making.
Risks and risk management continued
Principal risks and uncertainties continued
51Strategic Report | Directors’ Report | Financial Statements | Other Information
Commercial continued
Key customer relationships
Although the Group maintains a diverse customer portfolio, any failure in price competitiveness, customer service levels, or
product quality, could result in deterioration in key relationships, the possible loss of key customers and significant volumes,
which could adversely affect the Group’s financial performance.
Changes in FY24
• Account management teams have continued to conduct frequent,
multi-level customer engagement meetings to review performance,
consider new opportunities, and provide early warning of any potential
issues.
• Service levels have remained excellent. In particular, significant year-
on-year improvements have been achieved in outbound service levels
in our ambient sauces, pickles and frozen Yorkshire Puddings facilities.
• Strategic customer plans have been developed, supported by a
mapping of sub-category customer risk and longer-term plans.
• Contractual reviews continue to take place as part of our Sales
Director’s monthly risk management processes.
• Refined cross-functional ways of working across our strategic
portfolios with a specific focus on driving growth.
Mitigations and Controls
• The Group’s market-leading capabilities, capacity, and
expertise, with our nationwide network and agility in
production and portfolio and close collaborative relationships
with our customers, ensures that we maintain strong and
mutually beneficial customer relationships.
• Account management teams closely manage and support
customer relationships, and can provide early warnings if
potential issues become apparent.
• Cost model transparency and commodity tracking provides
clarity of pricing rationale for customers.
• Robust technical and food safety capabilities and standards.
• Service level tracking and governance in place to monitor
performance and pursue corrective action promptly as
needed.
• Multi-year contracts renewed with key customers.
• Market surveillance programme to identify competitive
threats and capabilities which could precipitate customer
demands.
• Store visits and intelligence reporting on product, category
and customer performance supports performance
monitoring and informed decision-making.
Commercial growth
The Group has an ambition to significantly strengthen its growth trajectory in the coming years. Our core categories may
not recover to historic levels of growth, whilst our leading position in convenience food may limit the potential for significant
growth through share gain. As such, the Group recognises the need to evolve our portfolio over time to include higher growth
markets. A failure to innovate, diversify, or pursue suitable growth opportunities may impede the Group’s financial performance
and ability to achieve its growth ambitions.
Changes in FY24
• The Group has successfully continued to secure new business and
renew supply contracts across a range of areas and categories, and
continued to collaborate with major customers on product innovation
opportunities.
• Continued ongoing programme of Commercial Excellence which
seeks to effectively manage business complexity, optimising product
ranges and raw materials usage.
• Enhanced cross-function insight and strategy governance, to provide
longer-term views on commercial growth platforms.
• New Innovation capacity and capability to focus on new propositions
aligned with portfolio teams and manufacturing sites.
• New category teams have been established with a specific focus on
driving growth.
Mitigations and Controls
• Commercial Strategy and Portfolio function ensures ongoing
evaluation and management of the Group’s portfolio strategy.
• Collaborative relationships with customers, with established
joint business plans and regular innovation and strategy
meetings.
• Innovation function and leadership to ensure ongoing
relevance of portfolio.
• Strong existing relationships with customers, and ongoing
customer relationship management.
• Sole-supply relationships in a number of areas provides
secure category growth opportunities.
• Robust data and insight tracking to identify opportunities, and
structured business development and negotiation capabilities.
• Integrated planning process enabling holistic and longer-term
planning, allowing for better operations agility and flexibly
to meet emerging consumer trends, and make informed
category and portfolio decisions.
• Emerging capabilities and strategic planning for acquisitive
growth agenda.
Risk movement
NEW Risk increased Risk unchanged Risk decreased
52 Greencore Group plc Annual Report and Financial Statements 2024
Commercial continued
Supply Chain Disruption
The Group has established a broad supply chain and maintains strong supplier relationships. Nonetheless, external factors
ranging from crop failures, extreme weather, natural disasters, and geopolitical conflict may disrupt the supply of some
raw materials, resulting in the potential for significant shortages or increased costs, affecting the ability to satisfy customer
demand and adversely impacting the Group’s financial performance.
Changes in FY24
• Enhanced coverage of customer ‘cost-trackers’ to facilitate
pass-through of raw material price changes.
• Climate-related supply risk evaluation incorporated into strategic
sourcing plans to provide enhanced understanding and overview
of long-term risk.
• As part of this, a number of tactical and strategic actions have
been agreed, including enhanced review and monitoring of supply
chain resilience.
• Effective, agile, and dynamic response to several geopolitical
and crop-related shortages throughout the year, maintaining
supply and customer service levels.
Mitigations and Controls
• Formal structured horizon scanning process to identify and
respond to any emerging supply issues.
• Robust geopolitical monitoring and crop assessment
processes to additionally forecast supply constraints.
• Robust, collaborative, and cooperative supplier relationships,
with proactive ongoing dialogue on production and supply
performance.
• Significant mutli-supplier sourcing arrangements across
key ingredient supplies, and contingency supply formally
established for higher risk areas.
• Formal Supplier Risk Review process.
• Strategic Sourcing Plans for all key raw materials spend,
evaluating risk across multiple dimensions.
• Supply chain agility and ability to react to market availability.
• Formal Technical Function concession process to enable
supply switch if required.
• Customer contracts in place that provide some coverage of
cost pass-through where shortages lead to price increases.
Operational
IT systems
The Group relies heavily on information technology to support the business, which requires continuous investment and
innovation. Failure to successfully modernise and standardise the IT estate may lead to inefficient operations, ineffective
decision-making, and an inability to build and maintain competitive advantage, impacting Group performance.
Changes in FY24
• The Group’s Making Business Easier programme has been
mobilised. This strategy and its initiatives will accelerate a
significant reduction in the complexity of our IT estate and modernise
the underlying platforms.
• Enterprise Resource Planning (‘ERP’) upgraded and additional sites
migrated onto core platform; logistics delivery system and core HR
system re-platformed
onto cloud based strategic platforms.
• Asset management capabilities enhanced, with full lifecycle
management established.
Mitigations and Controls
• Existing IT systems enable the Group to successfully
deliver its operational requirements, and our IT department
ensure that systems are supported.
• Technology risks are qualified and mitigated by a
comprehensive suite of general IT controls, aligned with
industry standards, and these controls are subject to internal
and external audit.
• Executing on business agreed priorities for application
rationalisation through the Making Business Easier
programme.
• Hardware lifecycle, and asset management policies and
procedures in place.
• Continued investment within the IT function dedicating
resource for continual improvement of the IT estate.
• IT risk management processes are well established, including
second line and external assurance.
• Formal IT Disaster Recovery processes.
Risks and risk management continued
Principal risks and uncertainties continued
53Strategic Report | Directors’ Report | Financial Statements | Other Information
Operational continued
Cyber security
The cyber threat landscape is complex and constantly evolving. In common with all large organisations, the Group is exposed
to the risk of a cyber-attack that could threaten the availability and integrity of its systems, and the confidentiality of data.
Such attacks could cause significant business disruption and cause financial and reputational damage to the Group.
Changes in FY24
• Multi-factor-authentication mandated for access to systems.
• Enhanced automated response capabilities implemented,
including device and account isolation.
• Improved privileged access management for all privileged access
including third parties and enhanced incident response policies
and procedures.
• New governance and accountabilities for Operational
Technology risk oversight agreed, and security plan developed.
• Data retention policies have been delivered to remove unnecessary
personally identifiable data, and an approach to address
unstructured data has been developed.
• Data Loss Prevention and Data Classification tooling invested in
and being implemented
• All unsupported operating systems removed from servers.
Mitigations and Controls
• Dedicated IT Security team working in partnership with
industry-leading cyber security partners with a 24 x 7 x 365
Security Operations Centre and best-in-class security tooling.
• To seek assurance on our cyber security controls, which are
aligned with global standards, the IT department engage with
expert partners to conduct a rigorous schedule of audit and
testing, which includes regular penetration tests and
‘red team’ exercises.
• Comprehensive policies, standards, procedures, and risk
management frameworks.
• Mandatory security awareness training and assessments
for all users.
• Automated patching of operating systems to ensure speed,
efficiency, and completeness.
Environmental Impact
The Group has significant manufacturing operations and an obligation to minimise the impact of these activities on the
environment. Failure to sufficiently monitor and manage operational activities to minimise the environmental impacts could
lead to business disruption and cause financial and reputational damage to the Group.
Changes in FY24
• Investment in enhanced wastewater treatment processes and further
improvements in monitoring, testing, and escalation procedures have
reduced this risk exposure for the Group.
• Increased testing permits improved assessment of compliance.
• Ongoing stringent monitoring of Environment Agency permit
compliance.
Mitigations and Controls
• The Group continues to treat the mitigation of its
environmental impact as a priority.
• Defined accountabilities with named responsible Board Director
on all environmental permits and regulatory submissions.
• Dedicated infrastructure in Group production sites for
managing environmental impacts, including effluent treatment
plants, dissolved air flotation plants and separation tanks.
• Comprehensive in-house and third-party wastewater monitoring.
• In-house testing standards and escalation protocols, including
effluent compliance monitoring, management, and escalation.
Risk movement
NEW Risk increased Risk unchanged Risk decreased
54 Greencore Group plc Annual Report and Financial Statements 2024
Risks and risk management continued
Principal risks and uncertainties continued
Operational continued
Operational Excellence
Operational Excellence underpins the Group’s strategy and future success. Failure to continue delivering this across all
operational and supporting activities could impede delivery of the Group’s strategic ambitions and impact future performance.
Changes in FY24
• Strong delivery in FY24, together with the development of a more
systematised approach and more proactive diagnosis of opportunity
pipeline, has reduced the Group’s risk exposure in this area.
• Pillar-based framework developed covering all areas impacting directly
on efficiency throughout the enterprise value chain.
• Centre of excellence and rapid replication framework deployed.
• Expanded capacity and capability of central oversight function.
• Accelerated diagnostics for FY25, with significant majority of initiatives
identified.
• Proactive capital expenditure planning established to support initiative
deployments.
Mitigations and Controls
• The Group continues to recognise Operational Excellence as
a key enabler for future strategic success.
• Central function providing expertise and oversight.
• Systemised approach to Operation Excellence initiatives
developed and embedded into budgeting processes.
• Robust governance and insight to support effective oversight.
• Operational Excellence is delivered thorough simplification
and standardisation of processes, tools, and techniques to
optimise labour usage and waste product.
• Bespoke technology has been implemented to inform
real-time decision-making within production operations to
support performance target excellence.
• Broad business-intelligence embedded as part of operational delivery.
• Key areas of risk identified and business improvement
opportunities mapped.
Product contamination
The Group produces a significant volume of food annually and there are risks of product contamination at a Greencore
manufacturing facility or one of our approved suppliers, through either accidental or deliberate means. This may lead to
potential harm to consumers and result in significant financial, reputational, and/or legal impacts on the Group. In addition,
product recalls and withdrawals would require significant resource investment.
Changes in FY24
• The Group continues to operate industry-leading standards and
controls, and is proud of its consistently strong track record of the
highest level audit outcomes which have continued in FY24.
• In common with the wider food industry, there is increasing complexity
in the product contamination risk landscape as the increasing impact
of climate change, extreme weather events, enhanced laboratory
techniques and an evolving regulatory landscape are requiring us to
continually improve as we seek to maintain best practice.
• The Group is committed to continual improvement, and has delivered
enhanced training, new policy guidance on allergens and food safety
and quality, and continues to enhance supplier governance.
• Robust action plan developed to improve industry
coordination and cooperation, review key supply side risk
strategies, further enhance testing protocols, and refine
incident management protocols.
Mitigations and Controls
• Central, expert Technical function, led by Food Safety
professionals and subject matter experts who develop our
strategy, ensure the implementation of appropriate policies
and procedures across the Company, monitor changes
to relevant legal, regulatory, industry and customer
requirements, audit compliance, and support site
Technical teams.
• Close liaison with industry bodies and colleagues in the wider
food and drink sector to seek out and share best practice.
• Dedicated technical resource at each manufacturing site.
• Best-practice Site Food Safety Quality Management systems
in place with industry standard policies, procedures, and
control environments.
• A substantial training regime ensures ongoing excellence in
colleague awareness.
• Dedicated allergen management systems, hygiene teams,
and microbiological testing regimes at all sites.
• Comprehensive supplier and raw materials controls including
formal approval process, supply chain mapping, and formal
Horizon Scanning process established to generate insight
on industry trends, threat/supply issue intelligence, and to
ascertain any requirement for control or testing changes.
• Extensive assurance provided by rigorous internal and
external independent monitoring and audits, including
unannounced regulator, third-party consultant, and customer
site visits.
• Comprehensive and documented product recall procedures
in place, including mock recall exercises and crisis plans.
Risk movement
NEW Risk increased Risk unchanged Risk decreased
55Strategic Report | Directors’ Report | Financial Statements | Other Information
Operational continued
Legal and compliance
The Group’s activities are subject to a complex and constantly evolving regulatory landscape, and recognise that an effective
internal control and compliance environment will be an important factor in our success. Failure to comply with regulations and
to enforce an effective internal control environment may lead to serious operational, financial, reputational and/or legal risk.
Changes in FY24
• Established a dedicated central function to oversee and coordinate the
internal control and compliance environment.
• Designed a new Group Compliance Framework to promote alignment
in processes, consistency in approach to compliance governance, and
a more holistic assurance methodology.
• Developed a Controls and Compliance Roadmap, with an initial
focus on further enhancing policies and procedure manuals, and a
comprehensive training and communications plan.
• A Learning Management System has been identified and will
be used to assist with monitoring compliance.
• Plan to launch a Compliance and Controls Committee to govern this
area of risk.
Mitigations and Controls
• The Group remains committed to complying with all
industry-specific and wider regulatory requirements and
upholding the highest standards of corporate governance.
• In-house and external legal and regulatory compliance
expertise is in place to interpret regulatory requirements and
consult, guide, and advise the business as needed.
• Mature Internal Audit function providing independent
assurance across a risk-based annual audit plan.
• Second line of defence compliance functions in key risk areas,
including Food Safety, Health and Safety, Finance, Legal
and IT.
• Central Group Compliance and Controls function providing
oversight and coordination.
• Finance Internal Controls assurance framework.
• Broad assurance and monitoring provided across a range of
regulatory compliance areas, including assurance received
from third-party independent, regulator, and customer
inspections and audits.
56 Greencore Group plc Annual Report and Financial Statements 2024
Going concern
The Directors, after making enquiries, have a reasonable expectation
that the Group has adequate resources to continue operating as a
going concern for the foreseeable future.
In the current financial year, the Group’s performance has continued
to improve and this is further supported by the Group’s access to
liquidity which is underpinned by the successful refinancing of its
debt facilities with a new five year £350.0m sustainability linked
revolving credit facility (‘RCF’) obtained in November 2023 replacing
the £340.0m RCF that had been due to mature in January 2026.
The new facility matures in November 2028 with the option of two
additional one-year extensions. The Group therefore has retained
financial strength and flexibility, together with strong trading
relationships with its customers and suppliers. Consequently,
the Directors believe that the Group is well placed to manage
its business risks successfully.
For the purpose of the going concern assessment, the Group has
used the latest internally approved forecasts and strategic plan as
a base case which takes into account the Group’s current position
and future prospects. The Group has used this to produce downside
and severe downside scenarios which consider the potential impact
of commercial risks materialising which would result in a decrease
in volume along with under delivery of targets set out under the
Group’s commercial and operational initiatives and potential
expenditure that may arise due to near-term climate-related
risks identified as part of the Group’s scenario analysis completed
during FY24. The impact on revenue; profit; and cashflow are
modelled, including the consequential impact on working capital
and bank covenants.
Based on the forecast cashflows, throughout the 18-month period
from the year end date, the Group is satisfied that it has sufficient
resources available and has adequate headroom to meet covenant
requirements and if needed, the Group could employ mitigants
within its control, which would include a reduction in non-business
critical capital projects and other discretionary cash flow items.
As a result, the Directors believe the Group has sufficient liquidity
to manage through a range of different cashflow scenarios over
the next 18 months from the year end date. Accordingly, the
Directors adopt the going concern basis in preparing the Group
Financial Statements.
Viability statement disclosure
In line with the Code Provision 31, the Directors have carried out
a rigorous review of the prospects of the current business and
its ability to meet its liabilities as they fall due over a three-year
timeframe. In undertaking this review, the Directors concluded that
a three-year timeframe is an appropriate period for this assessment
given that this is the key period of focus within the Group’s strategic
planning process and is a typical period for visibility of commercial
arrangements with the Group’s customers. The objectives of the
annual strategic planning process are to consider the key strategic
choices facing the Group and to build a consolidated financial model
with various scenarios taking into account the principal risks facing
the Group which may threaten the Group’s solvency, liquidity, cash
flow, future performance and business model.
Assumptions are built for the income statement with a flow through
to the balance sheet and cash flow. These are rigorously tested by
management and by the Directors. Sensitivity analysis is applied to
reflect the potential impact of some of the principal strategic and
commercial risks of the Group as described on pages 49 to 52 and
also reflects potential impacts from climate-related risks identified
as part of the scenario analysis completed during FY24. These risks
could affect the level of sales, profitability and cash generation
of the Group and the amount of capital required to deliver them.
Based on the results of this analysis, the Directors have a reasonable
expectation that the Group will be able to continue in operation
and meet its liabilities as they fall due over the three year period
of their assessment.
Risks and risk management continued
Going concern and viability statement
57Strategic Report | Directors’ Report | Financial Statements | Other Information
Group Executive Team
Leading by example
to deliver excellence
Dalton Philips
Chief Executive Officer
Dalton joined as Chief Executive
Officer in September 2022
and has overall responsibility
for running the business,
driving shareholder value and
developing strong relationships
with stakeholders. Dalton’s
roles, prior to joining Greencore
include chief executive of daa
plc, the global airports and travel
retail group, chief executive of
WmMorrison plc, then a FTSE
100 company and the UK’s fourth
largest supermarket chain, chief
executive of luxury goods retailer
Brown Thomas Group, and chief
operating officer of Canadian
retailer Loblaw Companies
Limited. Dalton also served as
a senior advisor to the Boston
Consulting Group.
He started his career with Jardine
Matheson followed by Walmart.
Andy Parton
Chief Commercial Officer
Andy is Chief Commercial Officer,
responsible for setting and delivering
the commercial strategy and agenda.
The role covers marketing, insights
and category management, product
development and management,
sales and procurement.
Prior to this Andy was Business
Director for our Food to Go business.
Andy joined Greencore in 2014 having
previously held senior commercial
positions in Aldi and PepsiCo.
Guy Dullage
Chief People Officer
Guy is Chief People Officer and is
responsible for human resources
across the Group. Prior to this,
Guy served as HR Director for
the Prepared Meals business.
Guy joined Greencore in 2015.
Previously, he held a variety of
senior HR roles in the UK and
Europe, with the majority of
his experience over this time
within the manufacturing sector.
Guy has also held a number of
directorships, board and pension
trustee roles during his career.
Guy became a fellow of the
CIPD in 2014.
Nigel Smith
Chief Strategy, Planning
and Development Officer
Nigel is Chief Strategy, Planning
and Development Officer, with
responsibility for development
and integration of Group strategy
and our broader change agenda.
He joined Greencore in 2017,
and has held a variety of
roles supporting the strategic
development of the Group, before
taking on executive leadership of
strategy since 2021. Prior to joining
Greencore, Nigel worked as a
strategy consultant with McKinsey
& Company, and in multiple public
policy positions within European
Union institutions.
Nigel is an alum of Trinity College
Dublin, Sciences-Po in Paris and the
College d’Europe in Bruges. He has
also completed Executive Education
at the UCD Smurfit School.
Lee Finney
Chief Operating Officer
Lee joined Greencore in October
2022 as Chief Operating Officer.
He is the executive accountable for
technology, sustainability, and the
end-to-end supply chain.
He has extensive experience in
transforming the operational
performance of global businesses,
having held vice president, chief
transformation officer and chief
supply officer roles in the UK, Europe,
North America and Australasia.
Lee has an MBA, was awarded
the Advanced Management
Program, and has completed
executive programmes at MIT
and Stanford, USA.
Catherine Gubbins
Chief Financial Officer
Catherine joined as Chief Financial
Officer in February 2024 and is
responsible for managing the
financial affairs of the Group and
optimising its financial performance.
Catherine is also responsible for
Internal Audit and risk management
as well as the Group’s tax affairs.
Catherine joined Greencore from
daa plc, having worked there for
nine years in various finance roles
including as Director of Finance and
since March 2021, as Group CFO.
Before moving to daa plc, Catherine
spent 16 years as a senior manager
in assurance and business advisory
with PwC Ireland.
Damien Moynagh
Group General Counsel and
Company Secretary
Damien joined Greencore in
November 2022 and is responsible
for leading Greencore’s Legal and
Company Secretariat functions.
With over 20 years’ experience as a
corporate/M&A lawyer and senior
executive in Europe, the US and Asia,
Damien was most recently general
counsel and company secretary of
FTSE 250 listed UDG Healthcare
plc (now Inizio), responsible for its
legal, corporate secretarial, risk,
compliance, quality and sustainability
functions. Prior to this, Damien
practiced at Freshfields and Maples.
Educated at University College
Dublin and Université Toulouse
Capitole, he has also completed
executive education programmes
at Cambridge University and
Columbia University.
58 Greencore Group plc Annual Report and Financial Statements 2024
152m
Salads made
every year
Our skilled chefs and product
development experts create
hundreds of new, great
tasting products each year.
59Strategic Report | Directors’ Report | Financial Statements | Other Information
Directors’ Report
Chair’s introduction to corporate governance 60
Board of Directors 62
Board leadership, culture and company purpose 64
Board activities and engagement with stakeholders 66
Division of responsibilities 74
Composition, succession and evaluation 76
Report of the Nomination and Governance Committee 78
Report of the Audit and Risk Committee 82
Report on Directors’ Remuneration 88
Report of the Sustainability Committee 104
Other statutory disclosures 106
Statement of Directors’ Responsibilities 111
What our Board delivered in FY24
Find out more on page 66
Delivering to our stakeholders
Find out more on page 68
Delivering
innovative
ways of
working
60 Greencore Group plc Annual Report and Financial Statements 2024
Chair’s introduction to corporate governance
The Directors present their
report and Financial Statements
for the year ended 27 September
2024. The Directors’ Report
(this ‘Report’) is contained on
pages 60 to 111.
The 2018 Corporate Governance Code (the
‘Code’), which is available on the Financial
Council’s website, www.frc.co.uk, continued
to be the standard against which we measured
ourselves in FY24. This letter explains how
the Group has applied the principles and
complied in full with the provisions of the Code
during the year. The Board is also cognisant
of upcoming changes as a result of the new
version of the Code and will seek to implement
these in due course.
Corporate governance in FY24
Following the substantial change to Board
membership in FY23 and as previously
announced, Sly Bailey and John Amaechi
stepped down as Non-Executive Directors
from the Board at the 2024 Annual General
Meeting. In February, we welcomed Catherine
Gubbins as Executive Director and Chief
Financial Officer (‘CFO’). Linda Hickey assumed
the role of Senior Independent Director and
the membership of the Board Committees
was also refreshed following these changes.
This is discussed further in the Report of the
Nomination and Governance Committee.
An external Board and Committee evaluation
for FY24 showed that good progress had been
made following implementation of outcomes
from the FY23 evaluation. With the Board and
Group Executive Team now largely settled,
the Board has been focused on consolidating
and maintaining the turnaround, developing
the Group’s medium-to long-term strategic
direction and focusing on people and talent
management. The Board has also maintained
its focus on streamlining corporate governance
initiatives and promoting effective decision-
making. Further details on the effectiveness
review are on page 76.
The work of our new Workforce Engagement
Director, Anne O’Leary, continued during the
year, with further detail available on pages
72 and 73, and Board engagement with our
people continued through site visits and
interaction with teams across the Group,
providing valuable insight into our business
and influencing discussions in the boardroom.
Priorities for FY25
The Board incorporates the Group’s purpose
‘Making every day taste better’ in its decision-
making process as it continues to strive for
better. Our objective remains unchanged –
it is to continue to deliver value and to
create a positive and sustainable impact
for all our stakeholders.
With stable foundations in place, the Board
remains focused on the Group’s medium-
to long-term strategic priorities, on working
with the Group Executive Team to articulate
and promote a desired culture reflecting the
evolution of the Group and on supporting
ongoing work on talent and succession to
ensure continued growth and value creation
for all stakeholder groups going into FY25
and beyond.
I would like to thank my Board colleagues for
their ongoing commitment and look forward
to further progress and delivery of our
objectives in FY25.
Leslie Van de Walle
Board Chair
2 December 2024
Building
on a solid
foundation
“After a year of stabilisation,
the Board has been focused
on supporting momentum
and making progress in
resetting the profitability
of the business.”
61Strategic Report | Directors’ Report | Financial Statements | Other Information
50%50%
12.5%
12.5%
75%
75%
25%
Board diversity as at 27 September 2024
Compliance with the UK Corporate Governance Code
The Company applied the principles of the 2018 UK Corporate
Governance Code (the ‘Code’) for the financial year ended
27 September 2024 (available from www.frc.org.uk).
The Board are pleased to report that the Group complied
with all of the relevant provisions of the Code for the financial
year ended 27 September 2024. Further information on these
governance matters can be found as follows:
Number of scheduled Board meetings
in FY24
7
Scheduled Board meeting attendance
in FY24
98%
Number of new Directors appointed
in FY24
1
Independence of the Board excluding
the Chair as at the end of FY24
75%
Directors and scheduled Board meeting attendance during FY24
Director
Number of
scheduled Board
meetings held
Board meetings
attended
Catherine Gubbins
1
5 5
Linda Hickey 7 7
Anne O’Leary 7 7
Alastair Murray 7 7
Dalton Philips 7 7
Helen Rose 7 7
Harshitkumar (‘Hetal’) Shah
2
7 6
Leslie Van de Walle 7 7
Former Directors who served during FY24
Director
Scheduled
Board meetings
held
Scheduled
Board meetings
attended
John Amaechi
3
1 1
Sly Bailey
3
1 1
1. Catherine Gubbins was appointed to the Board and as Chief Financial Officer on 6 February 2024.
2. Hetal Shah was unable to attend a Board meeting due to prior business commitments. Having received the papers, he
communicated his views on the business of the meeting to the Chair.
3. Sly Bailey and John Amaechi stepped down from the Board and as Non-Executive Directors following the conclusion
of the 2024 Annual General Meeting on 25 January 2024.
Executive Non-Executive
By role
<1 year 1 – 5 years 5 – 10 years
By tenure
By gender
Female Male
Read our Report of the Nomination and Governance Committee: Pages 78-81
Board leadership, culture
and company purpose:
See more on page 64
Division of responsibilities:
See more on page 74
Composition, succession
and evaluation:
See more on page 76
Audit, risk and internal controls:
See more on page 82
Remuneration:
See more on page 88
62 Greencore Group plc Annual Report and Financial Statements 2024
Our Board
Our Board of Directors
Leslie Van de Walle Dalton Philips
BA, MBA
Catherine Gubbins
BA Law & Acc, FCA
Linda Hickey
BBS
Alastair Murray
MA, MBA, FCMA
Helen Rose
BSc, FCA
Anne O’Leary
CDir
Harshitkumar
(‘Hetal’) Shah
BS, CIMA
Damien Moynagh
BCL, DEUE
Non-Executive
Director
(Board Chair)
(Aged 68)
Appointed as
Non-Executive Director
and Chair Designate
on 1 December 2022.
Leslie became Board Chair
on 26 January 2023.
Chief Executive
Officer
(Aged 56)
Appointed as
Chief Executive Officer
with effect from
26 September 2022.
Chief Financial Officer
(Aged 49)
Appointed as
Chief Financial Officer
and Director with effect
from 6 February 2024.
Non-Executive
Director
(Senior Independent
Director)
(Aged 62)
Appointed as
Non-Executive Director
with effect from
1 February 2021.
Non-Executive
Director
(Aged 63)
Appointed as
Non-Executive Director
with effect from
1 February 2023.
Non-Executive
Director
(Aged 59)
Appointed as
Non-Executive Director
with effect from
11 April 2018.
Non-Executive
Director
(Workforce
Engagement Director)
(Aged 57)
Appointed as
Non-Executive Director
with effect from
1 February 2021.
Non-Executive
Director
(Aged 52)
Appointed as
Non-Executive Director
with effect from
1 April 2023.
Group General
Counsel and
Company Secretary
(Aged 47)
Appointed as
Group General Counsel
and Company Secretary
with effect from
7 November 2022.
Leslie joined Greencore
in December 2022
bringing a wealth of
extensive leadership
and non-executive and
chair experience across
multiple sectors. Leslie
has a deep knowledge of
the food industry having
held previous positions
at Danone, Cadbury
Schweppes and United
Biscuits, where he served
as group chief executive
officer.
Leslie has held multiple
non-executive roles
throughout his career
including currently
serving as the chair
of the Robert Walters
Group and chair of their
nomination committee,
having previously served
as chair between 2012 and
2018. He has held various
non-executive roles and
was previously chair of
Euromoney Institutional
Investor plc and SIG plc,
as well as deputy chair
and a non-executive
director and chair of the
nomination committee at
Crest Nicholson Holdings
plc, a non-executive
director of HSBC UK Bank
plc and senior independent
director and chair of the
remuneration committee
of DCC plc.
Dalton joined Greencore on
26 September 2022. Dalton
started his career with
Jardine Matheson followed
by Walmart before moving
into roles including chief
executive of daa plc, the
global airports and travel
retail group, chief executive
of Wm Morrison plc, then
a FTSE 100 company and
the UK’s fourth largest
supermarket chain, chief
executive of luxury goods
retailer Brown Thomas
Group, and chief operating
officer of Canadian retailer
Loblaw Companies Limited.
Dalton has also previously
served as a senior advisor
to the Boston Consulting
Group.
Dalton is currently serving
as a non-executive director
of IBEC CLG.
Dalton has a BA from
University College Dublin,
an MBA from Harvard
University, and an honorary
Doctorate of Management
from Bradford University.
Catherine is an experienced
CFO with a strong track
record of successfully
leading all finance, legal
and procurement functions
while at daa plc. Catherine
joined Greencore from daa
plc, the global airports and
travel retail group, having
worked there for nine years
in various finance roles
including as Director of
Finance and since March
2021, as Group CFO.
Before moving to daa plc,
Catherine spent 16 years
as a senior manager in
assurance and business
advisory with PwC Ireland,
working with a broad
range of the firm’s most
significant clients.
Linda brings extensive
corporate experience and
knowledge to the Board
having spent her executive
career in stockbroking and
investment banking. Linda
previously worked at NCB
Stockbrokers and Merrill
Lynch, before serving as
head of corporate broking
at Goodbody Stockbrokers
for 15 years.
Linda is a non-executive
director of Kingspan
Group plc, a global leader
in insulation and building
envelope solutions, where
she serves as senior
independent director,
worker relations director,
chair of the remuneration
committee and a member
of the nominations
committee. Linda is also
a non-executive director
of Cairn Homes plc where
she is senior independent
director, remuneration
committee chair and a
member of the audit and
risk committee. She is also a
member of the investment
committee of the Irish
Strategic Investment Fund
and has previously served
as chair of the Irish Blood
Transfusion Service. Linda is
a member of Chapter Zero.
Alastair joined Greencore in
February 2023 and brings
extensive food industry and
financial experience having
previously held the role of
chief financial officer and
director of Premier Foods
plc until September 2019.
Alastair is a chartered
management accountant
having financial, property,
and IT experience across a
number of listed companies
including Premier Foods
plc, Dairy Crest plc and The
Body Shop International
plc. In addition to the
above Alastair has a proven
track record in corporate
strategy, restructuring
and M&A.
Alastair is a non-executive
director and chairs the
audit and risk committee of
McBride plc, a British-based
business manufacturing
own brand household
goods. Alastair is also
serving as an independent
member of the audit and
risk committee for the
Department for Education
in England.
Helen has significant
operational, financial, risk
and UK retail experience
and previously held senior
finance roles at Dixons,
Forte, Safeway and Lloyds
Banking Group over a 30-
year executive career.
Helen brings significant
change leadership and
transformation experience
gained from her roles as
retail integration director at
Lloyds Banking Group and
as chief operating officer at
TSB Banking Group plc.
Helen brings extensive
experience on cyber security,
risk matters and internal
controls, and her leadership
has driven the Group’s
sustainability agenda.
She has been integral to
the establishment of the
Sustainability Committee.
Helen is a non-executive
director of WH Smith plc and
deputy chair of Compton
Verney. Helen is also an
executive coach and mentor.
Helen is a fellow of the
Institute of Chartered
Accountants in England
and Wales, having trained
with Coopers & Lybrand.
Helen is also a member of
Chapter Zero.
Anne brings extensive
experience across a
variety of sectors including
digital integrations,
data analytics, cultural
change programmes,
and strategic acquisitions
and partnerships. Anne
previously served as
chief executive officer of
Vodafone Ireland for nine
years before joining Meta
in her current role as vice
president of the mid-market
business division for the
EMEA region. Prior to this
she acted as managing
director of BT Ireland.
Anne previously served as
a non-executive director of
Vodacom Group Ltd. She
also served as chair of Goal
Global and as president
of the Dublin Chamber
of Commerce. Anne is
currently a board member
of IBEC CLG, a business
and employer association
for organisations based in
Ireland and Ludgate, an
Irish non-profit enterprise
facilitating job growth via
digital technology and
remote working hubs, and
the Economic and Social
Research Institute, an Irish
research institute focusing
on the areas of sustainable
economic growth and
social progress.
Hetal joined Greencore
in April 2023. Hetal has a
strong record as a senior
finance professional with
significant experience
gained in large,
international groups and
has proven leadership
credentials.
Hetal has held several
finance roles in both
publicly listed and private
organisations, including a
17-year career at Cadbury
plc where he held finance
director roles spanning the
UK, US, Asia and Africa,
and where he was also
responsible for leading
transformational projects
across supply chain,
finance, IT and strategy
in various locations. Hetal
is currently serving as the
director of group finance
at Belron International,
a portfolio company of
Clayton, Dubilier & Rice.
Hetal is also a member of
Chapter Zero.
In addition to his financial
experience, Hetal brings
experience in corporate
strategy and M&A and
operational improvements.
Damien brings over 20
years’ experience as a
corporate lawyer and
senior executive across
Europe, the US and Asia.
Damien was responsible
for the legal and corporate
secretarial functions, as well
as the risk, sustainability,
quality and compliance
functions, in his previous
role as general counsel
and company secretary
of FTSE 250 listed UDG
Healthcare plc (now Inizio).
Prior to this, Damien acted
as chief operating officer
and general counsel at
Sysnet Global Solutions
(now Viking Cloud),
a fast-growing global
technology business.
Damien trained and
practiced as a corporate/
M&A lawyer with Freshfields
in their London, Tokyo and
New York offices before
moving to Maples’ Dublin
office and has extensive
experience advising global
clients on public and
private large-scale multi-
jurisdictional transactions.
He has also completed
executive education
programmes most recently
at Cambridge University (in
sustainability management)
and Columbia University (in
leading strategic change).
Committee membership
63Strategic Report | Directors’ Report | Financial Statements | Other Information
Leslie Van de Walle Dalton Philips
BA, MBA
Catherine Gubbins
BA Law & Acc, FCA
Linda Hickey
BBS
Alastair Murray
MA, MBA, FCMA
Helen Rose
BSc, FCA
Anne O’Leary
CDir
Harshitkumar
(‘Hetal’) Shah
BS, CIMA
Damien Moynagh
BCL, DEUE
Non-Executive
Director
(Board Chair)
(Aged 68)
Appointed as
Non-Executive Director
and Chair Designate
on 1 December 2022.
Leslie became Board Chair
on 26 January 2023.
Chief Executive
Officer
(Aged 56)
Appointed as
Chief Executive Officer
with effect from
26 September 2022.
Chief Financial Officer
(Aged 49)
Appointed as
Chief Financial Officer
and Director with effect
from 6 February 2024.
Non-Executive
Director
(Senior Independent
Director)
(Aged 62)
Appointed as
Non-Executive Director
with effect from
1 February 2021.
Non-Executive
Director
(Aged 63)
Appointed as
Non-Executive Director
with effect from
1 February 2023.
Non-Executive
Director
(Aged 59)
Appointed as
Non-Executive Director
with effect from
11 April 2018.
Non-Executive
Director
(Workforce
Engagement Director)
(Aged 57)
Appointed as
Non-Executive Director
with effect from
1 February 2021.
Non-Executive
Director
(Aged 52)
Appointed as
Non-Executive Director
with effect from
1 April 2023.
Group General
Counsel and
Company Secretary
(Aged 47)
Appointed as
Group General Counsel
and Company Secretary
with effect from
7 November 2022.
Leslie joined Greencore
in December 2022
bringing a wealth of
extensive leadership
and non-executive and
chair experience across
multiple sectors. Leslie
has a deep knowledge of
the food industry having
held previous positions
at Danone, Cadbury
Schweppes and United
Biscuits, where he served
as group chief executive
officer.
Leslie has held multiple
non-executive roles
throughout his career
including currently
serving as the chair
of the Robert Walters
Group and chair of their
nomination committee,
having previously served
as chair between 2012 and
2018. He has held various
non-executive roles and
was previously chair of
Euromoney Institutional
Investor plc and SIG plc,
as well as deputy chair
and a non-executive
director and chair of the
nomination committee at
Crest Nicholson Holdings
plc, a non-executive
director of HSBC UK Bank
plc and senior independent
director and chair of the
remuneration committee
of DCC plc.
Dalton joined Greencore on
26 September 2022. Dalton
started his career with
Jardine Matheson followed
by Walmart before moving
into roles including chief
executive of daa plc, the
global airports and travel
retail group, chief executive
of Wm Morrison plc, then
a FTSE 100 company and
the UK’s fourth largest
supermarket chain, chief
executive of luxury goods
retailer Brown Thomas
Group, and chief operating
officer of Canadian retailer
Loblaw Companies Limited.
Dalton has also previously
served as a senior advisor
to the Boston Consulting
Group.
Dalton is currently serving
as a non-executive director
of IBEC CLG.
Dalton has a BA from
University College Dublin,
an MBA from Harvard
University, and an honorary
Doctorate of Management
from Bradford University.
Catherine is an experienced
CFO with a strong track
record of successfully
leading all finance, legal
and procurement functions
while at daa plc. Catherine
joined Greencore from daa
plc, the global airports and
travel retail group, having
worked there for nine years
in various finance roles
including as Director of
Finance and since March
2021, as Group CFO.
Before moving to daa plc,
Catherine spent 16 years
as a senior manager in
assurance and business
advisory with PwC Ireland,
working with a broad
range of the firm’s most
significant clients.
Linda brings extensive
corporate experience and
knowledge to the Board
having spent her executive
career in stockbroking and
investment banking. Linda
previously worked at NCB
Stockbrokers and Merrill
Lynch, before serving as
head of corporate broking
at Goodbody Stockbrokers
for 15 years.
Linda is a non-executive
director of Kingspan
Group plc, a global leader
in insulation and building
envelope solutions, where
she serves as senior
independent director,
worker relations director,
chair of the remuneration
committee and a member
of the nominations
committee. Linda is also
a non-executive director
of Cairn Homes plc where
she is senior independent
director, remuneration
committee chair and a
member of the audit and
risk committee. She is also a
member of the investment
committee of the Irish
Strategic Investment Fund
and has previously served
as chair of the Irish Blood
Transfusion Service. Linda is
a member of Chapter Zero.
Alastair joined Greencore in
February 2023 and brings
extensive food industry and
financial experience having
previously held the role of
chief financial officer and
director of Premier Foods
plc until September 2019.
Alastair is a chartered
management accountant
having financial, property,
and IT experience across a
number of listed companies
including Premier Foods
plc, Dairy Crest plc and The
Body Shop International
plc. In addition to the
above Alastair has a proven
track record in corporate
strategy, restructuring
and M&A.
Alastair is a non-executive
director and chairs the
audit and risk committee of
McBride plc, a British-based
business manufacturing
own brand household
goods. Alastair is also
serving as an independent
member of the audit and
risk committee for the
Department for Education
in England.
Helen has significant
operational, financial, risk
and UK retail experience
and previously held senior
finance roles at Dixons,
Forte, Safeway and Lloyds
Banking Group over a 30-
year executive career.
Helen brings significant
change leadership and
transformation experience
gained from her roles as
retail integration director at
Lloyds Banking Group and
as chief operating officer at
TSB Banking Group plc.
Helen brings extensive
experience on cyber security,
risk matters and internal
controls, and her leadership
has driven the Group’s
sustainability agenda.
She has been integral to
the establishment of the
Sustainability Committee.
Helen is a non-executive
director of WH Smith plc and
deputy chair of Compton
Verney. Helen is also an
executive coach and mentor.
Helen is a fellow of the
Institute of Chartered
Accountants in England
and Wales, having trained
with Coopers & Lybrand.
Helen is also a member of
Chapter Zero.
Anne brings extensive
experience across a
variety of sectors including
digital integrations,
data analytics, cultural
change programmes,
and strategic acquisitions
and partnerships. Anne
previously served as
chief executive officer of
Vodafone Ireland for nine
years before joining Meta
in her current role as vice
president of the mid-market
business division for the
EMEA region. Prior to this
she acted as managing
director of BT Ireland.
Anne previously served as
a non-executive director of
Vodacom Group Ltd. She
also served as chair of Goal
Global and as president
of the Dublin Chamber
of Commerce. Anne is
currently a board member
of IBEC CLG, a business
and employer association
for organisations based in
Ireland and Ludgate, an
Irish non-profit enterprise
facilitating job growth via
digital technology and
remote working hubs, and
the Economic and Social
Research Institute, an Irish
research institute focusing
on the areas of sustainable
economic growth and
social progress.
Hetal joined Greencore
in April 2023. Hetal has a
strong record as a senior
finance professional with
significant experience
gained in large,
international groups and
has proven leadership
credentials.
Hetal has held several
finance roles in both
publicly listed and private
organisations, including a
17-year career at Cadbury
plc where he held finance
director roles spanning the
UK, US, Asia and Africa,
and where he was also
responsible for leading
transformational projects
across supply chain,
finance, IT and strategy
in various locations. Hetal
is currently serving as the
director of group finance
at Belron International,
a portfolio company of
Clayton, Dubilier & Rice.
Hetal is also a member of
Chapter Zero.
In addition to his financial
experience, Hetal brings
experience in corporate
strategy and M&A and
operational improvements.
Damien brings over 20
years’ experience as a
corporate lawyer and
senior executive across
Europe, the US and Asia.
Damien was responsible
for the legal and corporate
secretarial functions, as well
as the risk, sustainability,
quality and compliance
functions, in his previous
role as general counsel
and company secretary
of FTSE 250 listed UDG
Healthcare plc (now Inizio).
Prior to this, Damien acted
as chief operating officer
and general counsel at
Sysnet Global Solutions
(now Viking Cloud),
a fast-growing global
technology business.
Damien trained and
practiced as a corporate/
M&A lawyer with Freshfields
in their London, Tokyo and
New York offices before
moving to Maples’ Dublin
office and has extensive
experience advising global
clients on public and
private large-scale multi-
jurisdictional transactions.
He has also completed
executive education
programmes most recently
at Cambridge University (in
sustainability management)
and Columbia University (in
leading strategic change).
Committee membership
Board Committees
Audit and Risk
Nomination
and Governance
Remuneration
Sustainability
Committee Chair
64 Greencore Group plc Annual Report and Financial Statements 2024
M
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Our Board continued
The Board is ultimately responsible to
shareholders for the direction, management,
performance and long-term sustainable
success of the Group with key stakeholders
in mind. It sets the Group’s strategy and
objectives and oversees and monitors
internal controls, risk management,
principal risks, governance and viability
of the Group, ensuring that these are aligned
to the Group’s purpose and culture.
The strategy of the Group is set by the Board
and is subject to an in-depth annual review.
The Board is committed to the delivery of
the Group’s three horizon strategy: Horizon
1: stabilise the business, Horizon 2: rebuilding
profitability and returns; and Horizon 3:
developing our strong growth platform.
Our strategy is set out on pages 16 and 17.
An overview of the key activities of the Board
for FY24 is set out on pages 66 to 73.
Company purpose – Making every day
taste better
Our purpose sets a common goal
throughout the Group to always strive
for better. Every day, under the Board’s
leadership, our colleagues make a positive
contribution to the lives of many people,
including by providing convenient, nutritious
and tasty food for our customers and
consumers whilst sourcing responsibly.
Embedding the Group’s purpose through
decision-making is a fundamental part
of the Board’s role.
The Board understands this responsibility
as it works to ensure that the Group
has processes in place to look after our
colleagues and care for our communities
and the planet. Further information on the
Group’s purpose is set out on page 6 of the
Strategic Report.
Our stakeholders
The Board is committed to actively engaging
with and understanding the views of our
different stakeholders and taking their views
into consideration. The Board is mindful that
our actions and decisions impact all of the
Group’s stakeholders. Read more on our
engagement with stakeholders during FY24
on pages 66 to 73.
Decision-making
Board leadership, culture and company purpose
65Strategic Report | Directors’ Report | Financial Statements | Other Information
The Board
Audit and Risk
Committee
Read more on page 82
Nomination and
Governance Committee
Read more on page 78
Remuneration
Committee
Read more on page 88
Sustainability
Committee
Read more on page 104
Chief Executive Officer Chief Financial Officer
Board oversight
Management accountability
Group Executive Team
Read more on page 57
How we are governed
How the Board operates
The Directors are responsible for the proper
stewardship of the Group’s affairs, both on
an individual and collective basis, and it is
the Board alone that has the authority and
responsibility for planning, directing and
controlling the activities of the Group.
There is an agreed procedure for Directors
to take independent legal advice at the
expense of the Company in the furtherance
of their duties as Directors of the Company.
In addition, the Directors are indemnified
for any legal action taken against them in
respect of matters pertaining to their duties
as Directors, subject always to the limitations
under Irish company law.
Matters reserved for the Board
There is an agreed list of matters reserved
for Board consideration which is formalised
in a Matters Reserved for the Board Policy.
This is reviewed annually and updated as
appropriate. The Matters Reserved for the
Board Policy was last reviewed in September
2024 and is available under the Investor
Relations section of the Group’s website,
www.greencore.com.
Conflicts of interest
Under the Board’s formal Conflicts of
Interest Policy, all Directors have a duty
to avoid a situation in which they have, or
may have, a direct or indirect interest that
conflicts, or possibly may conflict, with the
interests of the Company while serving on
the Board. As such, at the beginning of every
meeting all Directors are asked to declare
any conflicts. Directors are not permitted to
vote regarding their own conflicts, if any. The
Conflicts of Interest Policy was last reviewed
in September 2024.
Board Committees
The Board has four principal Board
Committees to assist in the fulfilment of its
responsibilities, providing dedicated focus
on particular areas. Each Committee is
responsible for reviewing and overseeing
activities within its particular Terms of
Reference. The Chair of each Committee
provides a summary of the proceedings of
any Committee meetings held since the
previous Board meeting at each scheduled
meeting. Details of the various Committees’
members, together with their relevant
biographies are set out on pages 62 and 63
of this Report. Further details on the role of
the Committees and the work undertaken
by each Committee in the year under review
can be found on pages 78 to 105.
Sub-committees of the Board
Sub-committees of the Board facilitate the
streamlined consideration and approval of
specific projects or items which may require
additional or particular focus and attention
outside of the scheduled meetings. During
FY24, these sub-committees considered
and approved trading statements, the
launch of the share buyback programme
as well as extensions thereto and increases
to suspension price as required. Sub-
committees of the Board comprise of a
minimum of three Directors. Seven sub-
committee meetings were held during FY24.
Governance structure
66 Greencore Group plc Annual Report and Financial Statements 2024
Board activities and engagement with stakeholders
What the Board
did in FY24
Total number of meetings held
in FY24
27
Includes scheduled
and unscheduled Board,
Board Committee and
sub-committee meetings.
At each Board meeting, the Chief
Executive Officer (‘CEO’) provides a
report on the overall performance
of the business, while the Chief
Financial Officer (‘CFO’) provides a
report on the financial performance
and updates are received from each
of the Committee Chairs. Through
scheduled business reports, the
Board focuses on key commercial
and operational updates. In addition
to these matters and other recurring
agenda items, specific areas of
focus were considered by the Board
in FY24 as are set out in this section.
Site visits in FY24
5
There was a formal visit to the
Northampton site in March and
informal visits by Non-Executive
Directors during the year to other
sites such as Spalding, Boston
and Leeds.
Strategy and corporate development
Strategy
Group strategy and corporate
development was considered in detail
during the year, including during a
standalone Board strategy session in April.
Received regular updates on the progress
of strategic development, reframing
the future direction and the progress of
Horizon 2 and consideration of Horizon 3
for FY24 and beyond.
Continued to monitor and support the
incorporation of climate-related risks and
sustainability into the strategic planning
of the Group.
Corporate development
Continued to receive functional updates
and to focus on current portfolio and
network optimisation opportunities.
Following the Board’s strategy session
in April, began receiving and considering
M&A updates (pipeline and progress)
at each Board meeting.
Operational and financial performance
Performance
and trading
Reviewed and considered the CEO
and CFO reports at each Board
meeting, together with commercial
and operational updates from the
Group Executive Team.
Reviewed and considered monthly
reports, including management
accounts and details of performance
against budget.
Approved FY23 Full Year Results, FY24
Half Year Results and the FY24 Q1 and
Q3 Trading Updates.
Budgeting, financing
and capital management
Discussed, reviewed and approved the
Group’s budget for FY25. Considered
strategic objectives and implications on
long-term performance and future capital
investment and returns.
The Group purchased a total of
35,038,763 Ordinary Shares under
share buyback programmes that were
in operation during FY24. Following the
conclusion in February 2024 of the £50m
share buyback programme which had
been announced in May 2022, a further
£30m share buyback programme was
launched in May 2024 and extended
by a further £10m (to £40m in total) in
August 2024.
67Strategic Report | Directors’ Report | Financial Statements | Other Information
Having supported the Group’s turnaround in FY23 and into FY24,
the Board’s focus turned to supporting the Group Executive
Team’s work on strategy, in particular balancing focus on its
rebuild (Horizon 2) and growth (Horizon 3) imperatives.
Governance and legal
Board succession
and Committee composition
Supported the onboarding of
Catherine Gubbins as the new CFO.
Compared the composition of each of
the Board Committees against good
corporate governance practices and
implemented composition changes to
further support the current and future
needs of the Group.
Board evaluation and operation
Oversaw externally facilitated Board,
Committee and Chair evaluations and the
implementation of actions from previous
evaluation processes.
Received regular training on areas of
relevance such as Market Abuse Regulation
(‘MAR’), Corporate Criminal Offences,
directors’ duties and Takeover Rules.
Legal and regulatory
Received reports on and discussed
regulatory developments, such as
planned changes to the UK Corporate
Governance Code and the updated
Listing Rules.
Received reports from each of the
Committee Chairs and the Workforce
Engagement Director on their activities,
receiving recommendations for approval,
as appropriate.
Reviewed and approved the FY23 Annual
Report and Financial Statements, FY23
Full Year Results and the FY24 Half Year
Results announcements.
Reviewed and approved various Group
policies including, Tax Strategy and Policy,
Treasury Policy, and Code of Ethics and
Business Conduct.
Stakeholder engagement
Shareholders
Held an in-person Annual General
Meeting (‘AGM’) in the Maldron Hotel,
Dublin Airport, Ireland on 25 January
2024, meeting a number of attending
shareholders in person.
The Chair connected with the Group’s
largest shareholders and updated
the Board following meetings with
a number of these.
Received updates from the CEO and
the Investor Relations team following
meetings with the Group’s shareholders
following release of results, with the
Board receiving updates from these
meetings in addition to reports and
feedback from brokers and analysts.
Customers and suppliers
Received regular updates on business
opportunities with new and existing
customers.
Reviewed updates and considered supplier
relationships as part of the Group’s
strategy and operational discussions.
Colleagues
Reviewed employee engagement
results, such as the positive results from
our People at the Core survey which
took place in July 2024.
Represented by the Board’s Workforce
Engagement Director, meetings were
held with members of the workforce,
after which the Board received updates
on findings and recommendations.
Received updates on the remuneration
framework applicable to the wider
workforce, together with updates from
the Remuneration Committee’s external
advisers on remuneration trends.
Engaged with members of management
and the wider workforce, during Board
and Committee meetings and during
site visits, getting the opportunity to
see talent from across the Group.
Local communities
Supported the Group’s involvement
in initiatives supporting the local
communities in which we operate.
Risk management
Received updates from the Risk
Oversight Committee (the ‘ROC’) and
considered functional risks, the Group’s
principal risks and uncertainties, and
emerging risks.
Considered Group risk management
and approved the Group’s Statement
of Risk Appetite.
Received regular updates and
considered certain risk areas including
cyber security, IT, technical/food safety
and operational safety, health and
environment.
Considered and approved the Group’s
viability statement and, monitored
and considered the effectiveness
of internal controls and the risk
management system.
Our Board, Dublin
68 Greencore Group plc Annual Report and Financial Statements 2024
Board activities and engagement with stakeholders continued
Engaging with
our Stakeholders
Our purpose-led stakeholder engagement
It is vital that the Board nurtures trusted
relationships with the Group’s key stakeholders.
This strategic engagement enables the Board
to better understand their needs and priorities
in order to deliver value and build a better,
more resilient and sustainable business.
The Board’s stewardship of these key
relationships, is an acknowledgement that
the Group’s actions and decisions impact
all of our stakeholders and the Board is
therefore focused on ensuring that there is
regular engagement, carried out by those
most relevant to the stakeholder group
or issue, and that this is discussed and
considered in the boardroom.
Effective stakeholder engagement helps
us better understand the impact of our
decisions on all our stakeholders, as well
as their needs and concerns and feedback
from such engagement is regularly
considered by the Board as part of its
decision-making process.
The Board is also mindful that situations
will exist where not every stakeholder
interest can be addressed in full, however
stakeholder considerations continue
to be factored into decision-making
where possible.
Pages 69 to 71 set out examples of
the Board’s approach to stakeholder
engagement and some key decisions made
during FY24 following such engagement.
We also provide clear cross-referencing to
where more detailed information can be
found in this Annual Report. Shareholders
and other stakeholders can be confident
that the contents of our corporate reporting
reflect the frameworks for strategy,
stakeholder engagement, governance,
risk management and culture as established
and overseen by the Board.
More information
• Our 2024 Sustainability Report
further sets out how our purpose
and Sustainability Strategy are
interlinked with stakeholders in
mind and will be available on
www.greencore.com/sustainability/
sustainability-hub/ from
9 December 2024.
• Further information on our
Sustainability Strategy can be
found on pages 18 to 35 of this
Annual Report.
• The Group’s Code of Ethics and
Business Conduct (available on
www.greencore.com/sustainability/
our-responsibilities/) sets out
our fundamental principles and
values directly applicable to
our stakeholders.
69Strategic Report | Directors’ Report | Financial Statements | Other Information
Our stakeholders
ConsumersSuppliers Local
communities
Customers ColleaguesShareholders
Shareholders
Why engage with our shareholders?
• As owners of our business, engagement with shareholders helps
us understand their expectations as regards key areas of interest.
• Key areas of focus include our financial and operational
performance, our strategy for sustainable growth, capital
allocation and corporate governance.
How we engage
• In addition to regular communication channels (e.g. website and
social media channels) our Group Executive Team and Investor
Relations team meet regularly with equity investors and analysts.
• Attendance at our AGM and the presentation of our annual and
half year results and the associated roadshows also provide
opportunities for engagement.
• Our CEO, CFO and Investor Relations team provide investor
meeting updates and feedback to the Board.
• Our Board Chair, the Executive Directors and our Investor
Relations team engaged with a number of our shareholders
during the year and in person at the 2024 AGM.
What outcomes were achieved?
• Through our engagements, we understand that shareholders
remain focused on financial performance, sustainable growth
and capital allocation.
• The Board supported development of the Group’s capital
allocation policy, reflecting both its future planning requirements
but also importantly, feedback received from shareholders.
Read more on page 67
Customers
Why engage with our customers?
• We are in business to provide an important service to our valued
customers who rely on us to provide quality products sustainably,
on time and at a competitive price and engagement helps us
understand both their needs and the needs of the consumer.
• Key areas of focus include the development of valued long-
term partnerships, innovating together to provide great-tasting
sustainable quality food to the highest technical and food safety
standards.
How we engage
• We work closely with our customers daily to develop, improve and
refine our products and ensure quality and food safety, through
collaborative projects, market insights and innovation workshops
with existing and new products aligned to our healthy and
sustainable diets (‘HSD‘) strategy.
• This engagement occurs at multiple levels, including at senior
management and Executive Director level, and the Board receives
regular customer relationship and industry trend updates.
• The Board supports the Group as it identifies opportunities
to deepen these relationships and, through the Sustainability
Committee, is particularly focused on opportunities with
customers to progress our HSD agenda.
What outcomes were achieved?
• During FY24, we developed and launched a number of new
product ranges in response to existing and emerging trends.
• At the same time, we also worked with customers to streamline
the number of raw materials in our sites.
• Customer and industry feedback was regularly shared with the
Board, helping the Board understand and support customer
opportunities and potential issues as they arose.
Read more in our Strategic Report
70 Greencore Group plc Annual Report and Financial Statements 2024
Board activities and engagement with stakeholders continued
Suppliers
Why engage with our suppliers?
• By working closely with our suppliers, we better understand our
supply chain, helping us identify potential issues and opportunities
for the supplier, the Group and our customers.
• Engaging with suppliers is a key activity in implementing our wider
Sustainability Strategy.
How we engage
• Our procurement teams interact daily with suppliers, holding
workshops as appropriate to drive strategies for mutual benefit,
sharing our strategy on growth and sustainability, and requesting
support as required in relation to volume, quality and source.
• The Board is updated regularly on our key relationships and,
through its Sustainability Committee, is particularly focused on
sustainable sourcing and working with suppliers. We encourage
ethical sourcing and identify areas of our supply chain that may
be at risk from modern slavery and human rights abuses.
• Our Board also receive updates relating to shared challenges,
(e.g. inflation and responsible sourcing), and, importantly, through
the Audit and Risk Committee, monitor payment terms to ensure
these are fair and reasonable.
What outcomes were achieved?
• A key pillar to the Group’s Sustainability Strategy is Sourcing
with Integrity and the Group’s Sustainability Committee has
reiterated the Group’s intention to be an ethical business,
sourcing its priority ingredients from a fairer and more
sustainable supply chain.
• During FY24, the Board also approved the Group’s Modern
Slavery and Human Trafficking Transparency Statement.
Read more in our Strategic Report
Consumers
Why engage with our consumers?
• As the end user of our products, we understand that consumers
rely on us every single day and by engaging with consumers,
we better understand changing consumer behaviours and
preferences, allowing us to provide them with great-tasting
sustainable quality food to the highest technical and food
safety standards.
How we engage
• We carry out a significant amount of analysis and research on the
different food categories that we produce, focusing on how each
category is performing and the major trends in that category from
a consumer and marketplace perspective.
• Our Board, through its Sustainability Committee, is committed to
understanding these trends and changing behaviours, particularly
as by doing this we can better contribute to society by improving
livelihoods and helping consumers make healthier food choices.
What outcomes were achieved?
• As noted on page 14, the Board and management discuss
and consider market trends and insights which, together
with input from our customers and technological innovation
in research and data, helps us better understand people,
shoppers and consumers, their preferences and what drives
purchasing behaviour.
• These important elements are factored into discussions when
considering the Group’s strategy, particularly in relation to
climate-related risks and opportunities, and sustainability.
Read more on page 14
71Strategic Report | Directors’ Report | Financial Statements | Other Information
Colleagues
Why engage with our colleagues?
• Our greatest asset is our dedicated and experienced workforce –
they are the lifeblood of our business and the anchor to the local
communities in which we operate.
• Engaging with our colleagues has helped us understand that
they seek an open, diverse and safe workplace, an environment
enabling them to achieve their full potential, and one where
they are accepted and valued for who they are, regardless
of their background.
How we engage
• Through numerous channels, the Group undertakes a significant
number of engagement activities with colleagues each year
including colleague forums across our sites, our anonymous
People at the Core survey and regular Pulse Engagement Surveys.
• Through these activities, the Board and management gain
valuable insights from colleagues expressing their views, both
positive and negative. Colleagues’ views about where they work
are obtained from the People at the Core survey results, whereas
the colleague forums provide opportunities for ‘two-way’
dialogue with senior leaders in the business.
• The Board is regularly updated on the numerous regular
communication channels including weekly CEO videos, the
colleague app, Connect+, fortnightly leadership calls and the
quarterly leadership forum. Our peer-to-peer listening service,
Talk2Us, also continues to offer colleagues a confidential service
they can use for emotional and social support.
What outcomes were achieved?
• In addition to people and engagement updates provided in the
CEO’s report at each Board meeting, the Board’s Workforce
Engagement Director also met with colleagues and provided
the Board with valuable feedback which management have been
able to act upon. Read more on pages 72 to 73.
• Recognising the importance of a diverse and inclusive workplace,
the Board approved the Board Diversity Policy, ensuring its
alignment with the Group Inclusion and Diversity Policy, and
performance here will again form part of the CEO’s’ personal and
strategic objectives for the FY25 Annual Bonus Plan.
Read more on pages 72 and 73
Local communities
Why engage with our local communities?
• As a major employer within the areas where we operate, it is vital
that we contribute positively to our communities and respond to
their evolving needs.
• Our ambition is to integrate into local communities by using
our products, services, capabilities and passion to benefit the
communities where we operate.
• Our strategy has three key pillars focused on food surplus
distribution, volunteering and charitable giving, with this year’s
focus being on food surplus distribution.
How we engage
• Strengthened the relationships with our core charity partners
– FareShare (including The Felix Project), The Bread and Butter
Thing, and The Company Shop (including Community Shop) –
through measures such as introducing our partners to new sites
to explore ways of working together to maximise food surplus
redistribution and holding volunteering and teambuilding days to
help understand how we can work together more effectively.
• As part of our commitment to make sure no food goes to waste,
and to support our colleagues in the most direct way possible,
we have also progressed an initiative focused on expanding our
existing colleague shop network.
• We signed up to the Coronation Food Project to supply planned
manufactured food to support those in need via FareShare.
• Sites are empowered to work with local good causes that
are meaningful to their colleagues, supplying surplus food,
fundraising and volunteering as appropriate.
What outcomes were achieved?
• Despite a focus on improving food waste, during FY24 we made
747 tonnes (or 1,780,000 equivalent meals) of surplus food
available to our national and local charity partners.
• We increased the number of site shops for our colleagues.
• We supplied almost 600,000 ready meals to those in need via
the Coronation Food Project by partnering with Sainsbury’s
and FareShare (this was over and above the food surplus
redistribution).
Read more on page 25
By better understanding stakeholder priorities
and fostering these relationships, the Board delivers
value and helps build a better, more resilient and
sustainable business.
72 Greencore Group plc Annual Report and Financial Statements 2024
Board activities and engagement with stakeholders continued
Engaging with our
stakeholders
Greencore recognises that active engagement with our colleagues
continues to be vitally important as we navigate ongoing external
challenges, develop and win new business, refine working practices
and seek to further improve retention.
During FY24, along with the assistance of
our Workforce Engagement Director, Anne
O’Leary, the Group continued its focus on
colleague engagement, including through:
• ‘Walk in my Shoes’ – a programme which
sees our top 80 leaders spend one day a
quarter working in frontline roles;
• our new people management system,
People XD, which further enhances key
processes and helps to streamline and
standardise work;
• Reduce our Impact (‘Roi’) – to embed
wider environmental awareness and
ownership we created a programme
ambassador, ‘Roi’ the penguin, to help
colleagues understand our environmental
impacts and the actions they can take to
help us reduce our consumption;
• People at the Core survey – A total of
5 questions were asked about food safety
and quality with an overall score of 88%
achieved. 95% of colleagues who were
asked these questions stated that they
understood how their role impacts on
food safety and quality and that they
know what to do if they see a food safety
or quality issue;
• weekly communication videos from our
CEO to keep colleagues updated on
business performance and progress;
• our in-house online coaching and
mentoring portal;
• discounted ‘staff shops’ at several sites;
and
• continuation of our colleague forums at
both site and functional level.
Anne ensures that our colleagues’ voices are
heard in the boardroom and their interests
are taken into consideration when making
important decisions.
Line operatives, Atherstone
“Listening groups
provide a unique space
where voices are truly
listened to, creating a
sense of respect, and
understanding... When
leaders, such as Anne,
take time to listen to
employees, regardless
of their position or title,
it sends a powerful
message that every
voice matters. So,
I’d like to say thank
you to Anne for
taking the time to
chat with us – we all
really appreciated the
opportunity.”
Olivia Uttley, Technical Degree
Apprentice and attendee of Manton
Wood listening group
Autumn 2024
73Strategic Report | Directors’ Report | Financial Statements | Other Information
Activities of the Workforce
Engagement Director
during FY24
Input to the plans and discussed output from our
successful FY24 People at the Core survey.
Hosted two listening groups with our cross-functional
salaried colleague forum members and a cross-section
of colleagues from our Manton Wood site and provided
feedback to the Board.
Continued to review the Group’s recruitment, selection
and training processes.
Reported to the Board on several colleague engagement
areas including inclusion and diversity and talent
management.
Met with the Chief People Officer to discuss colleague
training and development plans, organisational
changes, Inclusion and Diversity Strategy and new
communication initiatives.
Our plans to further
improve colleague
engagement
Continued expansion of our ‘staff shop’ concept to
ensure as many colleagues as possible get access to
discounted products.
Relaunch our colleague app, Connect +, to ensure it is
best utilised to enhance engagement.
Implement more robust team briefing processes during
FY25 including regular Town Hall sessions at all sites.
Launch of an employee volunteering scheme to provide
colleagues with the opportunity to support local
charities.
Provide opportunities for all colleagues to have annual
one-to-one development conversations with their
managers.
Review the focus we put on The Greencore Way to
support our growth journey.
“To fulfil my role as Workforce Engagement
Director I need to have a true understanding
of the views and interests of the whole
workforce. One of the best ways to do this
has been spending time speaking directly to
Greencore colleagues. By talking to them I
can provide the Board with regular updates
on colleague engagement, culture and
development initiatives.”
Anne O’Leary
Workforce Engagement Director
74 Greencore Group plc Annual Report and Financial Statements 2024
Division of responsibilities
As set out on page 65 of this Annual Report, the Board is collectively responsible for planning,
directing and controlling the activities of the Group. The Board’s responsibilities are set out in a
formal Matters Reserved for the Board Policy. The Board is currently made up of eight Directors:
two Executive Directors and six Non-Executive Directors, one of which is the Board Chair.
Time commitment
Each year, a schedule of regular meetings
to be held in the following calendar year
is agreed with each of the Directors. A list
of the Directors’ attendance at scheduled
meetings throughout the year can be found
on page 75. Additional Board meetings
are held on an ad hoc basis as required
throughout the year.
Board and Committee meetings normally
take place at the Group’s head office in
Dublin. Directors also attend the Group’s sites
where tours of the local facilities, meetings
with local colleagues and/or customer visits
are also incorporated into the calendar.
Board papers are circulated electronically to
Directors in the week preceding the Board
meetings. The Board papers include the
minutes of the previous Board meetings and,
where appropriate, Committee meetings.
In addition, the Chair of each Committee
provides a verbal update on the relevant
Committee meeting’s proceedings at the
following meeting of the Board.
If a Director is unable to attend a Board
meeting, either in person or remotely,
he or she is encouraged to communicate
his or her views on any particular topic
to the Board Chair, the CEO, the Senior
Independent Director or the Group General
Board Chair
Leslie Van de Walle
Roles of the Board Chair and Chief Executive Officer (‘CEO’) are separate and distinct and there is a clear
division of responsibilities between the two roles. It is the role of the Board Chair to lead the Board and
ensure its overall effectiveness in directing the Group, whilst demonstrating objective judgement
and promoting a culture of openness and debate.
Chief Executive Officer
Dalton Philips
Reporting to the Board Chair, the CEO has overall responsibility for running the business, driving
shareholder value and developing strong relationships with stakeholders.
Chief Financial Officer
Catherine Gubbins
The CFO is primarily responsible for managing the financial affairs of the Group and optimising its
financial performance. The CFO is also responsible for Internal Audit and risk management, as well
as the Group’s tax affairs.
Non-Executive Directors
Linda Hickey
Alastair Murray
Anne O’Leary
Helen Rose
Harshitkumar (‘Hetal’) Shah
Leslie Van de Walle
The role of a Non-Executive Director includes providing entrepreneurial leadership, developing
strategy, scrutinising management performance and challenging management proposals in a clear
and constructive manner. Non-Executive Directors also utilise their skills, expertise and experience to
contribute to the development of the Group as a whole. Information on the time commitment expected
from each Non-Executive Director is set out below.
Senior Independent
Director
Linda Hickey
In accordance with best practice and the 2018 UK Corporate Governance Code, the Board has appointed
a Non-Executive Director as the ‘Senior Independent Director’. It is the role of the Senior Independent
Director to act as a confidential sounding board for the Board Chair and to serve as an intermediary for the
other Directors when necessary. The Senior Independent Director is available to shareholders, and other
stakeholders, if they have concerns which they have been unable to resolve through the normal channels
of Board Chair, CEO or CFO, or indeed where such contact through the aforementioned channels is
deemed inappropriate. Terms of Reference for the Senior Independent Director are approved by the Board,
are reviewed annually and a copy can be found on the Group’s website, www.greencore.com/investor-
relations/governance/.
Group General Counsel
and Company Secretary
Damien Moynagh
The Group General Counsel and Company Secretary, whose appointment and removal is a matter for
the Board as a whole, is responsible for advising the Board on all governance matters and ensuring that
Board policies and procedures are followed. The Group General Counsel and Company Secretary is
available to each of the Directors for any advice or additional support they may require.
Workforce Engagement
Director
Anne O’Leary
The Board has designated a Non-Executive Director with the role of ensuring that the Board is kept
informed of the views and interests of the Group’s workforce. The Workforce Engagement Director
ensures that the views and interests of the workforce are considered in Board discussions where relevant
and shall provide regular updates to the Board on the learnings in relation to colleague engagement,
culture and/or development initiatives.
Counsel and Company Secretary, in advance
of the meeting. These views are then
communicated at the Board meeting on
behalf of the absent Director.
In addition to the Board and its Committees,
where appropriate, the Board also
establishes sub-committees in order to deal
with any additional items of business which
arise throughout the year. The membership
of the sub-committees will depend upon
the purpose for which it was established and
will take into account the skills and expertise
necessary. During FY24, and as noted on
page 65, seven such unscheduled sub-
committee meetings were held.
75Strategic Report | Directors’ Report | Financial Statements | Other Information
The Board held seven scheduled meetings during FY24. Attendance at scheduled Board and Committee meetings held during the year was
as follows:
Board
Audit and Risk
Committee
Nomination and
Governance
Committee
Remuneration
Committee
Sustainability
Committee
Scheduled meetings held during the year 7 4 4 3 2
John Amaechi
2
1/1 – – 1/1 1/1
Sly Bailey
1,2
1/1 – 1/2 1/1 0/1
Linda Hickey 7/7 2/2 4/4 3/3 1/1
Alastair Murray 7/7 4/4 4/4 2/2 1/1
Anne O’Leary 7/7 1/2 – 3/3 –
Dalton Philips
5
7/7 – – – –
Helen Rose 7/7 4/4 4/4 – 2/2
Harshitkumar (‘Hetal’) Shah
3
6/7 3/4 – – 1/1
Leslie Van de Walle 7/7 – 4/4 – –
Catherine Gubbins
4,5
5/5 – – – –
1. Sly Bailey was unable to attend a Nomination and Governance Committee meeting due to travel disruption and a Sustainability Committee meeting due to prior business
commitments. Having received the papers, she communicated her views on the business of each meeting to the Chairs in advance.
2. Sly Bailey and John Amaechi stepped down from the Board and as Non-Executive Directors following the conclusion of the 2024 AGM on 25 January 2024.
3. Hetal Shah was unable to attend a Board and Committee meeting due to prior business commitments. Having received the papers, he communicated his views on the business of the
meetings to the Chairs in advance.
4. Catherine Gubbins was appointed to the Board and as Chief Financial Officer on 6 February 2024.
5. While not members of the Committees, the Executive Directors attend and participate at all Committee meetings by invitation.
Site Visit Policy
The Board has a formalised Site Visit Policy for
Non-Executive Directors. Under the Site Visit
Policy, Non-Executive Directors visit certain
sites, absent Executive Directors, in order to
meet local management teams, members
of the wider workforce, see operations and
experience the culture of the business. During
FY24, Non-Executive Directors had the
opportunity to visit our sites including Boston,
Spalding and Northampton during the year,
sharing their thoughts and experiences with
the Board following such visits.
External Appointment Policy
The Board has a formalised External
Appointment Policy (‘Appointment Policy’)
for Directors. The Appointment Policy
stipulates that in advance of any new
Board appointment, each potential new
Non-Executive Director will be provided
with information on the time commitment
expected for the role. The potential Non-
Executive Director is required to provide a
detailed overview of all other directorships and
other significant commitments together with
a broad indication of the time commitment
associated with such other directorship(s)
or significant commitment(s). The proposed
appointee must also confirm that they have
sufficient time to dedicate to the role and
meet their requirements as a potential Non-
Executive Director of the Company.
Furthermore, all incumbent Directors must
seek the prior written approval of the Board
in advance of undertaking any additional
external appointments. Before approving
any additional external appointment, the
Board shall consider the time commitment
required for the role. Each proposed external
appointment shall be reviewed independently.
In addition to the above, in accordance with
the Appointment Policy, Executive Directors
shall not normally be permitted to take on
more than one non-executive directorship
in a FTSE 100 company or other significant
appointment, however, each proposed
external appointment shall be considered
independently.
The Appointment Policy was reviewed in FY24
and minor amendments were approved by
the Board.
Jayne Fulton, Consett
76 Greencore Group plc Annual Report and Financial Statements 2024
Composition, succession and evaluation
Board composition and independence
The Board consists of six Non-Executive
Directors and two Executive Directors, being
the CEO and the CFO. The biographical
details of each of the Directors, along with
each of their individual dates of appointment,
are set out on pages 62 and 63.
We believe that the Board’s composition gives
us the necessary balance of diversity, skills,
independence, understanding, expertise and
experience in key areas relevant to the Group
including strategy, performance, commercial,
operations, culture, sustainability, health and
safety, data analytics, leadership, ethics and
regulation, diversity, finance, risk and IT. This
balance, together with the robust processes and
structures in place, ensures that we continue
to lead the Group to deliver long-term and
sustainable growth for all of our stakeholders
and that the highest standards of corporate
governance are preserved.
In accordance with Board policy, the
independence of each Non-Executive
Director is considered by the Nomination
and Governance Committee prior to
appointment and independence is reviewed
annually and reassessed as necessary.
The Board has determined that each of the
Non-Executive Directors is independent
in character and judgement and free from
any business or other relationship that could
affect their judgement and accordingly,
at least half of the Board (excluding the
Board Chair), is considered independent in
accordance with Provision 11 of the Code.
The Nomination and Governance
Committee reviews Board and Committee
composition annually to ensure that there is
effective succession planning in place, that
the Board and the Committees are of the
appropriate size, structure and composition,
with no one individual or small group having
the ability to dominate decision-making.
Given the current composition of the Board,
no undue reliance is placed on any individual
Non- Executive Director and the Board is
satisfied that it is sufficiently independent
in order to operate effectively.
Board succession and changes
to the Board
At the conclusion of the AGM on 25 January
2024, Sly Bailey and John Amaechi
retired from their roles as Non-Executive
Directors. Sly also stepped down as Senior
Independent Director and Workforce
Engagement Director, with Linda Hickey
assuming the role of Senior Independent
Director, and Anne O’Leary succeeding Sly in
the role of Workforce Engagement Director.
Committee composition was also reviewed
and updated following the AGM.
As previously announced, Catherine Gubbins
took up her role as Executive Director and
CFO of the Group in February 2024.
The Board together with the Nomination
and Governance Committee keeps the
composition of the Board under review
and will continue to actively consider Board
renewal and succession planning during
FY25 to ensure that it remains strongly
positioned to support and lead the Group
into the future.
Further information in relation to Non-
Executive Director refreshment and
succession planning is contained in the
Report of the Nomination and Governance
Committee on pages 78 to 81.
Induction and development
New Non-Executive Directors are engaged
under the terms of a letter of appointment
(available upon request from the General
Counsel and Company Secretary) and
undertake a formal induction process which
includes dedicated time with the Group
Executive Team and senior management,
scheduled trips to business operations
together with briefing materials, in each
case tailored based on experience and
background of the individual and the
requirements of the role.
All Directors visit the Group’s main operating
sites as part of their induction and are
encouraged to make at least one visit to
other sites every year. Such visits, including
meetings with local management and
with members of the wider workforce
help Directors understand the Group’s
operations, through direct experience of
touring our facilities and meeting our people.
All Directors are also encouraged to hear
the views of and meet with the Group’s
shareholders and analysts and the Chair
updates the Board on such interactions also.
Each year, the Directors receive training on
governance-related matters and external
advisers are invited to attend Board meetings
as appropriate. In FY24, this included, for
example, training on corporate governance,
market abuse, directors’ duties, sustainability,
cyber security and tax, while Directors also
have access to online seminars and training
events to keep up-to-date on developments
in key areas. There is an established
procedure for Directors to take independent
professional advice in the furtherance of
their duties, should they consider this to
be necessary.
Board diversity as at
27 September 2024
50%50%
Female Male
By gender
75%25%
Executive Non-Executive
By role
75%12.5% 12.5%
<1 year 1 – 5 years 5 – 10 years
By tenure
Board evaluation
As prescribed by the Code, the Board
undertakes a formal and rigorous annual
evaluation of its own performance and that
of its Committees and individual Directors.
The Board recognises the importance of
sustained improvement and enhancement
of its effectiveness undertaking various
phases of evaluation to facilitate this, as well
as regularly reviewing its independence.
Each year, the Board conducts an internal
evaluation of its performance, led by the
Board Chair. Every third year, including in
FY24, the evaluation is conducted externally,
by an independent third party, with Nasdaq
conducting this year’s externally facilitated
evaluation. Nasdaq provides Board portal
and shareholder analysis services and is
not otherwise connected to the Group or
any Director.
In the FY23 Annual Report and Financial
Statements, recommendations to enhance
the Board’s effectiveness were included,
with the Board prioritising for FY24, the
Group’s medium-and long-term strategic
objectives, its talent management strategy
(as part of succession planning and overall
development and performance) together
with supporting the successful onboarding
of the new CFO.
The FY24 external evaluation was conducted
by Nasdaq, who reviewed the operation,
performance and effectiveness of the Board
and its Committees through questionnaires
and one-to-one interviews and the provision
of a report that is provided to the Board as
a whole. The evaluation concluded that the
77Strategic Report | Directors’ Report | Financial Statements | Other Information
Board was effective, both in terms of skills
and composition, and working well. Nasdaq
further concluded that the Board was highly
engaged and committed to improvement,
having strong relationships with management
and a robust governance framework.
The results of the review, including Board
members’ comments in each area, as well
as focus areas to enhance the Board’s
effectiveness, were reviewed by the Board,
following which the Board agreed to:
• balance its focus on nearer-term tactical
improvements and longer-term strategic
thinking;
• focus on culture, reflecting the evolution
of the Group; and
• support the ongoing work in developing a
succession planning framework.
A review of the operation, performance
and effectiveness of the Board Committees
was also conducted by Nasdaq in FY24 and
a performance evaluation discussion was
included on the agenda for each of the
Committees, supported by an analysis of how
each Committee was performing against key
issue areas and its Terms of Reference. Nasdaq
and each of the Board Committees concluded
each was operating effectively. Nasdaq also
facilitated the annual evaluation of the Board
Chair’s performance and effectiveness on
behalf of the Senior Independent Director. The
outcome of the evaluation was positive, and
the Senior Independent Director discussed the
findings and the proposed areas for further
focus in FY25 with the Board Chair.
The Board Chair held private discussions
with each of the Non- Executive Directors
regarding individual Director performance.
The outcome of these evaluations was
positive, noting that each Director continues
to contribute effectively.
Inclusion and diversity
The Group’s Board Diversity Policy (available
on www.greencore.com/about-us/inclusion-
diversity/) sets out the approach taken to
ensure Board appointments support and
embrace difference and nurture an inclusive
Board culture. In this context, diversity
not only encompasses gender, ethnic and
social ambitions/diversities, but also extends
further to differing experience, background,
intellectual and personal strengths. All Board
appointments are made on merit against
objective criteria, in the context of the overall
balance of skills, experience, expertise
and backgrounds that the Board needs to
remain effective. This ethos is integral to the
Nomination and Governance Committee’s
approach when carrying out its duty of
reviewing the Board composition. The Board
is fully supportive of the recommendations
of the Hampton-Alexander Review and the
Parker Review in respect of both gender and
ethnic diversity and aims to maintain Board
representation of at least 33% female gender
diversity. It is worth noting that during FY24
the Group exceeded the target of the FTSE
Women Leaders Review by achieving over
40% of female representation appointed
to the Board with female representation
currently at 50%.
During FY24, the Board was updated on the
progress made against the Group’s Inclusion
and Diversity Strategy and endorsed
inclusion initiatives taking place across the
business. These included, for example,
progress reports on the Group’s investment
in race and ethnicity education for our senior
leaders, the expansion of our colleague
catalyst groups (employee resource groups),
progress against representation targets
for our Group Executive Team and the
acceleration of our ‘Licence to Recruit’
investment for our hiring managers. In
addition, for FY25, inclusion and diversity
will remain an important goal in the CEO’s
strategic objectives. The Nomination
and Governance Committee reviews the
Board Diversity Policy annually, monitoring
progress on diversity and, where appropriate,
reports on the process used in relation to any
Board appointments.
Detailed information in relation to the Board
appointment process for FY24 is set out on
page 79.
Our Board, Dublin
78 Greencore Group plc Annual Report and Financial Statements 2024
Report of the Nomination and Governance Committee
“In FY24, the Committee focused
on both supporting the onboarding
of the new CFO while turning its
attention to the Group’s people
and talent management strategy.”
Dear Shareholder,
As Chair of the Nomination and Governance
Committee (the ‘Committee’), it is my
pleasure to present my report as Committee
Chair for the year ended 27 September 2024.
This report sets out the Committee’s main
areas of focus over the past financial year.
Activities of the Committee
During the year ended 27 September 2024
(‘FY24’), the Committee held four scheduled
meetings and individual attendance at these
meetings is set out in the table opposite.
The Committee also coordinated this year’s
externally facilitated Board, Committee and
Chair evaluation and supported the new
CFO’s onboarding.
Role of the Committee
The Committee’s responsibilities are outlined
in its Terms of Reference, which can be
found at www.https://www.greencore.
com/investor-relations/governance/. Key
responsibilities include regularly reviewing
the structure, size and composition
(including the balance of skills, knowledge,
experience, independence and diversity)
requirements of the Board and each of its
Committees, making recommendations with
regard to any proposed changes, monitoring
the tenure of Directors and ensuring plans
are in place for orderly succession to
Board and senior management positions,
and reviewing corporate governance
Membership of the Committee
Committee members Date appointed
Attendance at
scheduled Committee
meetings during FY24
Leslie Van de Walle 1 February 2023 4/4
Sly Bailey
1,2
28 January 2014 1/2
Linda Hickey 1 February 2023 4/4
Alastair Murray 1 February 2023 4/4
Helen Rose 1 February 2023 4/4
1. Sly Bailey was unable to attend a Committee meeting due to travel disruption. Having received the papers, she
communicated her views on the business of each meeting to the Chair in advance.
2. Sly Bailey retired from the Committee on 25 January 2024, following the conclusion of the 2024 AGM.
developments and ensuring the Group
remains compliant with all applicable
rules. The Committee reviews and refers
any proposed amendments to its Terms of
Reference to the Board for approval annually.
The Terms of Reference were last updated in
September 2024.
Membership of the Committee
The Committee currently consists of four
Non-Executive Directors: Linda Hickey,
Alastair Murray, Helen Rose and myself, all
of whom are considered to be independent.
Further details on the Committee members’
skills, qualifications, experience and expertise
are set out on pages 62 and 63. No Director
attends discussions relating to their own
appointment. In addition to members of the
Committee, the Chief Executive Officer (‘CEO’)
attends meetings of the Committee when it is
considered appropriate for him to do so.
Committee effectiveness
The FY24 review of the operation,
performance and effectiveness of both the
Board and the Committee was externally-
facilitated by Nasdaq through a questionnaire
and one-to-one discussions and the
provision of a report to the Board and each
committee. The review confirmed that the
Committee continues to operate effectively
and efficiently in terms of composition and
recent changes to the Board and Committees
determined that both the Board and the
Committee has the appropriate mixture
of skills, diversity and experience required
in order to perform its role appropriately.
In FY25, the Committee will focus on
monitoring and assessing the Group’s culture,
succession planning and talent management,
in each case to ensure alignment with Group
values, strategy and the promotion of long-
term sustainable growth.
Report of the
Nomination and
Governance
Committee
79Strategic Report | Directors’ Report | Financial Statements | Other Information
Other Board Experience
Remuneration
Digital
Mergers and Acquisitions
Capital Markets
Financial Expertise
Sustainability/ESG
Relevant Industry (Food/Retail)
PLC Board Experience
Enterprise Leadership
2
2
2
2
4
2
2
2
1
0
4
4
4
4
2
4
4
4
5
6
Board composition
The Committee, together with the Board
keeps the composition of the Board under
review, and, in FY24, considered Board size,
renewal, and succession planning to ensure
that it remains strongly positioned to support
and lead the Group into the future.
Leslie Van de Walle
Dalton Philips
Linda Hickey
Alastair Murray
Anne O’Leary
Helen Rose
Harshitkumar
(Hetal) Shah
0 1 2 3 4 5
Tenure (years)
6 7 8 9
Catherine Gubbins
2
2
0.5
3.5
1.5
6.5
3.5
1.5
Date of next election/re-election – 30 January 2025.
The Committee ensures a formal, rigorous
and transparent process is in place for new
Board appointments, taking into account
the skills, knowledge, experience and
diversity on the Board and will consider
the attributes required. It will agree a profile
and, following a thorough interview process,
will recommend appointments to the Board
for approval.
Chief Financial Officer appointment
Catherine Gubbins was appointed as CFO
of the Group in February 2024.
Non-Executive Director changes
Sly Bailey and John Amaechi stepped down
from the Board at the conclusion of the AGM
in January 2024. Following Sly’s retirement,
Linda Hickey assumed the role of Senior
Independent Director and Anne O’Leary
assumed the role of Workforce Engagement
Director from the conclusion of the AGM.
Letters of appointment of each of the
Non-Executive Directors detail the terms of
appointment and Directors’ responsibilities,
and also stipulate the time commitment
required from Directors. Copies of Directors’
letters of appointment are available to
shareholders for inspection at the AGM and
at the Company’s registered office during
normal office hours.
Re-election
The Company’s Articles of Association
provide that at every AGM, each Director
shall retire and seek re-election. Under its
Terms of Reference, the Committee makes
recommendations to the Board concerning
the annual re-election of Directors. New
Directors may be appointed by the Board
but are subject to election by shareholders
at the first AGM following their appointment.
Catherine Gubbins will seek first election by
shareholders at the 2025 AGM.
Committee composition
In early 2024, the Committee reviewed
the size, structure and composition of
the Board Committees and Board roles.
Considerations included reviewing Director
tenure on the Board and as noted above,
upcoming retirements as well as Board
Committee requirements. The Committee
made recommendations to the Board
taking into account the requirements of the
Committees’ Terms of Reference, as well
as the provisions of the Code. Following
approval by the Board, changes to Board
roles and Committee composition were
announced on 25 January 2024. Later during
FY24, the Committee further evaluated the
current position and was confident that the
Board and Committees had the right balance
of skills and experience.
Succession planning
Succession planning for all Directors,
including the Executive Directors, is an
ongoing cycle of work. As part of our
succession planning, the Committee
considers the current skills, experience and
tenure of the Directors and the Group’s
inclusion and diversity objectives and
assesses future needs against the longer-
term strategy of the Group.
Although the Board has recently undergone
significant changes, composition and
succession are regularly reviewed. In
particular, Executive Director succession was
reviewed by the Committee in September
2024, and the Non-Executive Directors in
November 2024, and the Group’s diversity
and inclusion objectives are considered as
part of this process.
Directors’ induction and training
As noted on page 76, a comprehensive,
tailored induction programme is developed
for newly-appointed Non-Executive
Directors, which includes dedicated
time with the Group Executive Team and
senior management, and scheduled trips
to our sites to spend time in our business
operations and meet our colleagues. They
are provided with detailed background
information including data and analysis
on the Group’s people, sustainability,
commercial, strategic, operational, financial,
governance, risk management and our
capital markets agenda. As also noted on
page 76, Directors receive ongoing training,
development, updates and briefings on
General experience of Non-Executive Directors
No. of Directors with specific experience in this area No. of Directors that do not have specific experience in this area
80 Greencore Group plc Annual Report and Financial Statements 2024
Report of the Nomination and Governance Committee continued
relevant legal, environmental, social,
governance, regulatory and financial
developments, including from the
external auditor and external advisers.
Corporate governance developments
The Committee continues to keep up to date
with corporate governance developments,
and in ensuring that Board and Committee
agendas are reflective of current issues.
In addition to regular training such as
directors’ duties, market abuse and corporate
governance, the Board and Committee
agendas included training and update
sessions on new developments in relation to
the UK Listing Rules, the new UK Corporate
Governance Code and the incoming
Corporate Sustainability Reporting Directive
and related sustainability developments.
The Committee understands the significance
of such changes and, as noted above, where
appropriate will enlist the support of external
advisers to support such learning.
The Code continues to apply to the Group,
however an updated version of the Code,
the UK Corporate Governance Code 2024
(the ‘2024 Code’), will apply from 1 January
2025 with FY26 reporting requirements
to comply with the provisions of the 2024
Code. The Committee has developed
a number of policies and processes in
order to enhance corporate governance
standards. Following approval by the Board,
these policies are reviewed annually by the
Committee, updated where appropriate,
and approved by the Board.
Diversity representation
as at 27 September 2024
The following tables set out the information
required to be disclosed under Listing
Rule 6.6.6R(10) as set out in Annex 1 to UK
Listing Rule 6, as at 27 September 2024.
For the purposes of these tables, Group
Executive is as defined in the Listing Rules,
i.e. the executive committee or most senior
executive or managerial body below the
Board (or where there is no such formal
committee or body, the most senior level of
managers reporting to the chief executive),
including the company secretary but
excluding administrative and support staff.
For Greencore, this is the Group Executive
Team which includes the Group General
Counsel and Company Secretary. Collection
of data was done on the basis of self-
reporting from each Board member.
Line Operatives, Heathrow
81Strategic Report | Directors’ Report | Financial Statements | Other Information
As at 27 September 2024, 50% of the Board members were female. The Company has also
met the requirement to have at least one Board member from an ethnic minority background
and at least one of the senior positions held by a female.
The Group gender diversity breakdown, which is also set out on page 25, shows
the gender mix across the organisation as at 27 September 2024.
Number
of Board
members
Percentage
of the Board
Number
of senior
positions on
the Board
(CEO, CFO,
SID and Chair)
Number
in Group
Executive
Percentage
of Group
Executive
Male 4 50% 2 6 86%
Female 4 50% 2 1 14%
Other – – – – –
Not specified/
prefer not to say – – – – –
Number
of Board
members
Percentage
of the Board
Number
of senior
positions on
the Board
(CEO, CFO,
SID and Chair)
Number
in Group
Executive
Percentage
of Group
Executive
White (Irish/British)
or other White
(including minority-
white groups) 7 87. 5% 4 7 100%
Mixed/Multiple ethnic
groups – – – – –
Asian/Asian British 1 12.5% – – –
Black/African/
Caribbean/Black
British – – – – –
Other ethnic group,
including Arab – – – – –
Not specified/
prefer not to say – – – – –
Inclusion and diversity
We strongly believe that diversity throughout
the Group and at Board level is a driver of
business success and overall Group strategy,
and the Board was updated during the
year on progress in relation to the Group’s
Inclusion and Diversity Strategy.
The Committee reviewed the Board
Diversity Policy and the Board’s gender
and ethnicity diversity disclosures,
including those relevant under Listing
Rule 6.6.6R(10) as set out above. The
Board Diversity Policy is available under
the Governance section of our website
(www.greencore.com/investor-relations/
governance/policies/) and in line with
this policy, the Committee ensured
appointments to our Board and its
Committees contributed to the Group-
wide inclusion and diversity ambitions.
Following the appointment of Catherine
Gubbins to the Board as CFO and Executive
Director during FY24, we have further
exceeded the recommendations of the
Hampton-Alexander Review, with 50%
female representation currently on the
Board, and are also in compliance with the
recommendations of the Parker Review and
the new Listing Rule requirements.
The Committee is proud of the progress in
this area and is committed to maintaining
balanced representation on the Board.
This is of fundamental importance as we
embed our recently developed Inclusion
and Diversity Strategy across the Group.
Looking to FY25, the Committee will remain
focused on driving our inclusion and diversity
agenda, as well as continuing to focus on
succession and talent management.
Finally, I would like to once again express
my gratitude to my colleagues on the
Committee for their ongoing commitment
to both the Board and the Committee.
Leslie Van de Walle
On behalf of the Nomination and
Governance Committee
2 December 2024
82 Greencore Group plc Annual Report and Financial Statements 2024
Report of the Audit and Risk Committee
Dear Shareholder,
On behalf of the Audit and Risk Committee
(the ‘Committee’) and the Board, I am pleased
to present the report of the Committee for
the year ended 27 September 2024 (‘FY24’).
This report describes how the Committee
has carried out its responsibilities during
the year.
The Committee continued to focus on
the issues relevant to the Group’s financial
reporting, considering how business
performance is reflected in financial
reporting, assessing key accounting
judgements and estimates, and ensuring the
ongoing quality of the related disclosures.
The Committee receives updates on
the system of internal controls and risk
management at every meeting.
Role of the Committee
The Committee’s role, authority, duties and
scope are set out in its Terms of Reference
which are available on the Governance section
of our website, www.greencore.com/investor-
relations/governance/. The Committee
reviews the Terms of Reference annually
and any amendments are presented to the
Board for approval. The Terms of Reference
were last reviewed in September 2024.
Membership of the Committee
Committee members Date appointed
Attendance at
scheduled Committee
meetings during FY24
Alastair Murray 1 February 2023 4/4
Linda Hickey
1
1 February 2021 2/2
Anne O’Leary
1,2
1 February 2021 1/2
Helen Rose 11 April 2018 4/4
Harshitkumar (‘Hetal’) Shah
3
1 April 2023 3/4
1. Linda Hickey and Anne O’Leary stepped down from the Committee on 25 January 2024.
2. Anne O’Leary was unable to attend the meeting on 24 January 2024 due to prior commitments and provided input to
the Chair of the Committee in advance.
3. Hetal Shah was unable to attend the meeting on 24 January 2024 due to prior commitments and provided input to the
Chair of the Committee in advance.
The Committee is currently comprised
of three Non-Executive Directors, all of
whom are considered by the Board to be
independent. On 25 January 2024, Linda
Hickey and Anne O’Leary stepped down
from the Committee and I wish to thank
them both for their commitment and
contribution to the Committee.
The Committee has competence relevant
to the Company’s sector and further details
on the Committee members’ experience
and qualifications can be found in the
biographical details as set out on pages 62
and 63.
In accordance with the Committee’s Terms
of Reference, the Group General Counsel
and Company Secretary or their nominee
acts as Secretary to the Committee.
Committee meetings
During FY24, the Committee held four
scheduled meetings and attendance of the
Committee members at these meetings is
outlined in the table above. The meetings
of the Committee are generally scheduled
to take place in advance of Board meetings.
This allows the Committee Chair to provide
the Board with a detailed update on the key
items discussed at the Committee meetings.
Report of the
Audit and Risk
Committee
“The Committee continued to focus
on the issues relevant to the Group’s
financial reporting, considering how
business performance is reflected
in financial reporting, assessing
key accounting judgements and
estimates, and ensuring the ongoing
quality of the related disclosures.”
83Strategic Report | Directors’ Report | Financial Statements | Other Information
During FY24, regular attendees at
Committee meetings included the CEO as
well as the CFO, the Interim CFO, the Group
Financial Controller and Director of Internal
Audit, Risk, Controls and Compliance.
Representatives of the external auditor,
Deloitte Ireland LLP (‘Deloitte’), also attended
each scheduled meeting. In addition,
other individuals from the Group attended
Committee meetings and provided the
Committee with updates on certain key
areas of the business, as requested, including
the Chief Commercial Officer, Chief People
Officer, Chief Operating Officer, Group Legal
Director, the Director of Health, Safety and
Environment, the Group Technology Officer
and the Group Technical and Sustainability
Director. In my capacity as Chair of the
Committee, I am available to all Board
members to discuss any audit-or risk-related
issues they may have, either on a collective
or individual basis. During FY24, I met with
the external auditor and the Director of
Internal Audit, Risk, Controls and Compliance
without management, on a regular basis. The
Director of Internal Audit, Risk, Controls and
Compliance whose appointment or removal
is subject to Committee approval, has direct
access to both myself and the Committee.
How the Committee has discharged
its responsibilities during FY24
Key areas of focus
The Committee has an extensive agenda
which focuses on monitoring the
effectiveness of risk management and
the integrity of the Group’s financial and
sustainability-related reporting (including
TCFD), that any judgements and estimates
made are appropriate, that the external
auditor is effective in its role and that the
Group has an effective internal controls
framework. During FY24, the work of
the Committee principally fell under the
following key areas:
Risk
management
and internal
controls
The Committee supports the Board in its duty to review and monitor, on an ongoing basis, the effectiveness of the
Group’s system of internal controls and risk management.
In order to fulfil these duties, during the year under review, the Committee:
• received progress updates on the FY24 Internal Audit Plan which covered, amongst other areas, HR shared
services, sustainability and operational technology as well as indirect procurement;
• reviewed and approved the FY25 Internal Audit Plan which sets out the planned activities for the year ahead.
The FY25 plan is informed by principal and functional risk registers, the internal audit universe and discussions
with senior management;
• reviewed the Group Statement of Risk Appetite;
• received presentations on principal and emerging risks, including those relating to climate change, and
discussed, with senior management, the material internal controls and assurance processes which exist to
mitigate and manage these risks in accordance with the Board’s risk appetite;
• received regular reports from the Risk Oversight Committee (‘ROC’), which supports the Committee with
ongoing monitoring of the risk management process and is comprised of the Group Executive Team and the
Director of Internal Audit, Risk, Controls and Compliance;
• formally met with the Director of Internal Audit, Risk, Controls and Compliance, who provided reports on the
key audit findings, themes and key issues noted throughout the reviews and progress on closure of actions
including any overdue actions;
• reviewed the Group’s Treasury Policy; and
• received reports in relation to work completed by the Group’s Finance Internal Controls team and proposed
focus areas for FY25 as the Group continues to enhance financial-related controls.
In light of the above, the Committee continues to be satisfied that the Group’s internal controls environment
remains appropriate and effective and has reported this opinion to the Board.
Financial
reporting
The Committee reviewed the form and content of the Annual Report and Financial Statements, as well as the half year
and full year results statements including the key estimates and judgements made by management in the preparation
of the Financial Statements.
During FY24, the Committee:
• considered the FY23 Annual Report, FY23 Full Year Results Statement and the FY24 Half-Year Results Statement.
The Committee reviewed and challenged management on the appropriateness of estimates and judgements
made in the preparation of the Financial Statements;
• reviewed the judgements made with respect to which items should be disclosed separately as exceptional items
in the Financial Statements to confirm that these were in line with policy;
• considered the Group’s tax compliance and tax strategy;
• reviewed papers on the Group’s significant accounting judgements and estimates; and
• reviewed the Group’s accounting policies and management’s assessment of the impact of International Financial
Reporting Standards (‘IFRS’) amendments effective during FY24 on the Financial Statements and the potential
impact of upcoming amendments to IFRS and impact of Pillar 2 on the Group.
84 Greencore Group plc Annual Report and Financial Statements 2024
Report of the Audit and Risk Committee continued
External audit
The Committee reviewed the quality of the external audit and provided oversight in relation to the external auditor’s
relationship with the Group including agreeing the external auditor’s terms of engagement and monitoring the
independence and objectivity of the external auditor, Deloitte.
In November 2023, the Committee also discussed the FY23 external auditor’s report to the Committee with Deloitte,
considering their findings, conclusions and the recommendations arising from their work. It also reviewed and agreed
the Letter of Representation with the external auditor.
Progress on the implementation of the recommendations from the external auditor and updates to internal controls
formed part of the management reports to the Committee during FY24.
The Committee met with Deloitte in January, May and September 2024 to consider and challenge the scope of the
annual FY24 external audit plan, which was set taking into consideration the nature of risks to, and the strategy of,
the Group.
Directors’
compliance
statement
The Committee reviewed the appropriateness of the Directors’ Compliance Policy Statement and also considered
reports from senior management in respect of the compliance structures and arrangements in place for the year
under review to ensure the Company’s material compliance with its relevant obligations. Following the review,
as well as a review of the report from the Internal Audit function in respect of the compliance structures and
arrangements, the Committee confirmed to the Board that, in its opinion, the Company is in material compliance
with its relevant obligations.
Going concern
and viability
statement
The Committee’s role, as delegated by the Board, is to carry out an assessment of the adoption of the going
concern basis of accounting and report to the Board accordingly. The Committee challenged and scrutinised
management’s detailed assessment of the Group’s going concern model, including examining and challenging the
underlying assumptions and analysis presented in support of the going concern statement. Financial models based
on a number of scenarios which included under-delivery of certain of the Group’s strategic plans were considered
by the Committee along with an assessment of the borrowing facilities available. Further information is set out on
pages 56 and 128.
For the purpose of the viability statement, the Committee’s role, as delegated by the Board, is to review the
underlying processes and key assumptions underpinning the viability statement and report to the Board
accordingly. The Committee reviewed management’s work in assessing the Group’s current position and
potential risks facing the Group, including sensitivity analysis of risks having potential to impact on the Group’s
viability, including further under-delivery of the Group’s strategic plans, the loss of a significant customer, and
near-term climate-related risks, and the Group’s ability to meet its liabilities in the medium-term, as well as the
appropriateness of the Group’s choice of a three-year assessment period. Following this review, the Committee
was satisfied that management had conducted a robust assessment of the Group’s emerging and principal risks
and recommended to the Board that it approve the viability statement, as set out on page 56.
Monitoring the integrity of the FY24 Financial Statements including significant judgements and formal announcements relating to the Group’s
financial performance:
• we reviewed the appropriateness of Group accounting principles, practices and policies and monitored changes to, and compliance with,
accounting standards;
• we reviewed the Half Year and Full Year Results Statements for FY24. Before recommending their release to the Board, we compared the
results to management accounts and budgets, focusing on key areas of judgement, and also discussed the statements with the external
auditor; and
• we reviewed, prior to making recommendations to the Board, the Annual Report and Financial Statements for the year ended
27 September 2024.
In undertaking our review, we challenged management and discussed with the external auditor the significant judgements and estimates that
had been applied. These were:
Goodwill
The Group had goodwill of £447.3m at 27 September 2024 as set out in Note 12 to the Group Financial Statements.
Management’s judgement is required in testing the carrying value of goodwill for impairment when comparing
the value in use of the cash generating unit to the carrying value. The value in use was calculated using cashflow
projections based on the Group’s approved budget and strategic plans which were then projected out to
perpetuity. The Committee considered the methodology applied and the key assumptions used in the assessment,
which included future profitability, terminal growth and discount rates and the sensitivities performed on those
assumptions. The Committee was satisfied that there was sufficient headroom and that no impairment was required.
85Strategic Report | Directors’ Report | Financial Statements | Other Information
Accounting
for exceptional
items
The Group accounting policy sets out the items that the Group believes are appropriate to disclose separately as
exceptional items. Management’s judgement on whether an item should be classified as exceptional is presented
to the Committee as part of the papers provided to the Committee on significant judgements and estimates. The
Committee challenges management on the disclosure of items as exceptional from a qualitative perspective and
quantitative perspective. From a quantitative perspective, this now also includes a de minimus threshold that the
Committee has set to challenge whether it is appropriate for a new amount to be disclosed as exceptional. In FY24,
management presented £0.2m relating to a disposal of non-core property as exceptional which was below the
de minimus threshold. However, a revaluation of the property was recorded in exceptional in the prior year and
therefore, it was appropriate to present the disposal as exceptional in FY24 also for consistency purposes in line
with the Group’s accounting policy for exceptional items. The Committee was satisfied that the costs that were
identified as exceptional in FY24 are appropriate to be presented as exceptional in the FY24 Financial Statements.
Taxation
Provisions for current and deferred taxation require judgement, including where the treatment of certain items
may be the subject of debate with tax authorities. The Committee received updates relating to both the half-
year and FY24 accounting judgements and estimates around the Group’s tax profile, including Pillar 2, provisions
and recoverability of deferred tax assets. The Committee considered the appropriateness of the provisions and
recoverability of deferred tax assets and the supporting information provided by management. The Committee was
satisfied that the accounting and disclosures relating to taxation are appropriate in the FY24 Financial Statements.
Provisions
The Group has provisions for lease obligations, remediation and closure, reorganisation and other provisions
for potential litigation and warranty claims. The primary reason for the movement in the provisions was the
utilisation of the remediation and reorganisation provisions through settlement in FY24. Following discussions with
management, the Committee was satisfied with the completeness and classification of the provisions for FY24.
Greencore
Group plc
investment in
subsidiaries
(Company only)
The Company has an investment in subsidiary undertakings of £765.1m. While performance across the Group
improved significantly, it continues to be a key judgement due to reorganisations that occurred in certain
subsidiaries during FY24. Management performed a review of the recoverability of the Company’s investment in
subsidiaries by performing the carrying value of its investments with its recoverable amount to determine whether
an impairment was required. On the basis of this analysis, the Committee was satisfied that no impairment of the
Company’s investment in subsidiaries was required.
Retirement
benefit
obligations
The Group had recorded net retirement obligations of £14.8m at 27 September 2024 as set out in Note 24 to the
Group Financial Statements. While the Group has taken steps to de-risk the retirement benefit obligations, the
calculation of, and accounting for, retirement benefit obligations involve assessments made in conjunction with
independent actuaries and are therefore subject to estimation. Management prepared an accounting paper on the
underlying assumptions and discussed them with the Committee. The Committee was satisfied that the estimates
made are appropriate at 27 September 2024.
In FY23, following input from management,
the Committee determined it to be
appropriate that going concern no longer
be considered a significant judgement, and
the Committee remained comfortable with
this position during FY24 as a result of the
Group’s continuing improved performance,
future forecasts and the new £350m
revolving credit facility.
Fair, balanced and understandable
assessment
Each year, in line with Provision 25 of the 2018
UK Corporate Governance Code (the ‘Code’)
and the Committee’s Terms of Reference,
the Committee is asked by the Board to
consider whether or not, in its opinion, the
Annual Report and Financial Statements are
fair, balanced and understandable (‘FBU’) and
whether or not it provides the information
necessary for shareholders to assess the
Group’s position and performance, business
model and strategy.
There is an established process in place
to support the Committee in making this
assessment. The main elements of this
process are:
• an internal FBU Group comprising senior
management from Finance, Legal and
Strategy considered the draft FY24 Annual
Report and Financial Statements focusing
on a number of ‘key areas of focus’ as
outlined below;
• a sub-committee of the Board was
formed to complete reviews of the
Annual Report and Financial Statements;
• at the November meeting, the FBU
Group reported its observations and
conclusions, including supporting
evidence, to the Committee; and
• the Committee considered the processes
and controls involved in preparing
the FY24 Annual Report and Financial
Statements and discussed the findings
of the FBU Group, as well as the
observations of individual Committee
members, and the external auditor.
Following its review this year, the Committee
concluded that it was appropriate to confirm
to the Board that the FY24 Annual Report
and Financial Statements were fair, balanced
and understandable and provided the
information necessary for shareholders to
assess the Group’s position, performance,
business model and strategy. The FBU
statement appears on page 111 of the
Directors’ Report.
The ‘key areas of focus’ included ensuring
that:
• the overall message of the narrative
reporting is consistent with the Financial
Statements;
• the overall message of the narrative
reporting is appropriate, in the context
of the industry and the wider economic
environment;
• the FY24 Annual Report and Financial
Statements are consistent with messages
already communicated to investors,
analysts and other stakeholders;
• the FY24 Annual Report and Financial
Statements, taken as a whole, are
internally consistent and understandable;
• the Chair’s statement and CEO’s review
included a balanced review of the Group’s
performance and prospects, and of the
industry and market as a whole;
• any summaries or highlights are balanced
and reflect the position of the Group
appropriately; and
• examples are of strategic importance
and do not over-emphasise immaterial
matters.
86 Greencore Group plc Annual Report and Financial Statements 2024
Report of the Audit and Risk Committee continued
Risk management and internal controls
The Board has overall responsibility for
monitoring and reviewing the effectiveness
of the Group’s system of internal controls
and risk management and determines our
strategic approach to risk. The Board’s
approach to risk management is set out in
the Risks and risk management section of
this Annual Report on pages 44 to 55. The
Committee reviews the effectiveness of the
system and ensures that there is a process in
place for identifying, evaluating and managing
the significant risks to the achievement of the
Group’s strategic objectives.
Under Irish company law (Section 327(1)-(b)
of the Companies Act 2014) and Provision
28 of the Code, the Directors are required to
give a description of the principal risks and
uncertainties which the Group faces. The
principal risks and uncertainties identified
are set out on pages 44 to 55 and form
part of the Directors’ Report. The principal
risks facing the Group include people
risks, operational risks, strategic risks and
commercial risks.
Whilst the Board as a whole is responsible
for the Group’s system of internal controls,
it has delegated responsibility for monitoring
the effectiveness of the Group’s risk
management and internal controls systems
to the Committee. The Committee has
conducted a review of the effectiveness of
the Group’s risk management and internal
controls systems, including those relating
to all material controls including financial,
operational and compliance controls, the
risk management system and the financial
reporting process. The Committee oversees
a risk-based Internal Audit programme,
including periodic audits of the risk
processes across the Group.
To monitor the effectiveness of the risk
management system, and satisfy itself that
the quality, experience and expertise of the
function is appropriate for the business of
the Group, the Committee also includes risk
deep-dives on its meeting agenda, covering
key risk areas across the Group, and receives
reports on the efficiency and effectiveness
of internal controls. Each of the individual
areas of the business and functional
management teams oversee the process
through which principal and emerging risks
and uncertainties relating to their part of the
business are identified.
During FY24, the Committee reviewed
reports from the ROC, which provide
oversight of the suitability and effectiveness
of the Group’s risk management systems,
including the risk management policy,
protocols and governance. In addition, the
ROC reviews and considers emerging risks
which may impact the Group in the future.
Risks identified and associated mitigating
controls are subject to review by the Board
and the Committee on a regular basis.
The process for identifying, evaluating and
managing risk has been in place throughout
FY24. This system of internal controls is
designed to manage and mitigate, rather
than eliminate, the risk of failure to achieve
business objectives. The internal controls
systems can only provide reasonable
assurance, rather than absolute assurance,
against material misstatement or loss.
Our internal controls and risk oversight
are monitored and continually improved to
ensure their compliance with the Financial
Reporting Council Guidance on Risk
Management, Internal Controls and Related
Financial and Business Reporting.
In analysing and reviewing risks, the
Committee and the Board consider the:
• nature and extent of the risks, including
a robust assessment of the principal and
emerging risks facing the Group;
• extent and categories of risks regarded
as desirable or acceptable for the Group
to bear;
• likelihood of the risk concerned
materialising and the impact of associated
risks materialising as a consequence;
• Group’s ability to reduce the incidence
and impact on its business of risks that
do materialise;
• operation of the relevant controls and
controls processes;
• costs of operating particular controls
relative to the benefits in managing
related risks; and
• Group’s risk culture.
The key elements of the Group’s system of
internal controls are as follows:
• clearly defined organisation structures
and lines of authority, including delegated
authorities;
• corporate policies for financial reporting,
treasury and financial risk management,
information technology and cyber
security, project appraisal, capital
expenditure, health and safety, food
safety and corporate governance;
• annual budgets and strategic business
plans for the Group, identifying key risks
and opportunities;
• monitoring of performance against
budgets and forecasts and reporting
to the Directors on a regular basis;
• the Internal Audit function which
independently reviews key business
processes and controls and their
effectiveness; and
• the Audit and Risk Committee, which
approves audit plans, monitors
performance against plans and deals with
significant control issues raised by Internal
Audit or the external auditor.
The preparation of financial reports is
managed by the Group Finance team.
The Group financial reporting process is
controlled using the Group accounting
policies and reporting systems. The Group
Finance team provides guidance on the
preparation of financial information.
Details of the Group’s hedging and financial
risk management policies are set out in Note
21 and 22 to the Group Financial Statements,
respectively. Details of the Group’s financial
Key Performance Indicators (‘KPIs’) are set out
on pages 36 and 37. These disclosures form
part of the Directors’ Report.
During the year, Finance Internal Controls
coordinated the Finance Internal Controls
Questionnaire, a self-assessment by senior
management on the effectiveness of key
controls. The purpose of this questionnaire
is for management to identify any controls
weaknesses, which are subsequently
addressed. This year’s self-assessment
focused particularly on internal controls over
financial reporting and the awareness of
senior management of policies in operation
within the Group. The results of the Finance
Internal Controls Questionnaire is used as
one of the inputs into the Finance Internal
Control team’s plan for FY25, alongside a
Group Risk and Control Matrix and results
from FY24 areas of focus.
Finally, the Directors, through the use of
appropriate procedures, systems and the
employment of competent personnel, have
ensured that measures are in place to secure
compliance with the Company’s obligation to
keep adequate accounting records, which are
kept at the registered office of the Company.
Whistleblowing arrangements
Throughout the year, the Committee
reviewed the Group’s mechanisms for
colleagues and third parties to confidentially
and, if desired, anonymously report concerns
related to legal, regulatory, ethical, and
other risk-related issues. The Committee
received comprehensive reports detailing
all concerns raised, whether through the
Group’s whistleblowing hotline and website,
branded as ‘Speak Up!’, or via other direct
channels such as email correspondence
to the Company. The ‘Speak Up!’ hotline
is managed by an independent, external
provider, offering multilingual support and
round-the-clock availability, accessible 24/7
via phone at no cost or through a dedicated
web portal.
87Strategic Report | Directors’ Report | Financial Statements | Other Information
The Committee analysed the reported
concerns by examining various dimensions,
including location, nature of the concern,
investigative process, and outcomes of the
investigations. This review also considered
any corrective actions implemented to
strengthen internal controls or processes
based on lessons learned.
These arrangements are supported by the
Group’s Speak Up Policy and the Code
of Ethics and Business Conduct. Over
the past year, enhancements were made
to internal reporting mechanisms and
procedures. Awareness efforts included
distributing ‘Speak Up!’ posters across
all Greencore sites, sending targeted
email communications to managers,
and delivering in-person presentations
to management teams in high-risk areas.
Furthermore, updates were made to the
contact website and all whistleblowing-
related materials, such as training content
and intranet resources, to align with the new
‘Speak Up!’ branding. New employees are
also introduced to the ‘Speak Up!’ framework
as part of their onboarding process.
The Group remains fully committed to
ensuring that all concerns raised are
thoroughly and appropriately investigated,
regardless of the reporting method used.
External audit
The Committee, on behalf of the Board,
is responsible for the relationship with the
external auditor and for monitoring the
effectiveness and quality of the external
audit process. The assessment of the
external audit forms an integral part of the
Committee’s activities. The Committee
evaluates the effectiveness of the external
audit through an assessment of external and
internal factors, taking into consideration
the Group’s business model and strategy,
business risks, and its perception of the
reasonable expectations of the Group’s
stakeholders. Following a formal audit tender
process conducted in FY17, Deloitte was
appointed as the Group’s external auditor
and FY19 was the first year of the Deloitte
external audit. The lead partner for the
audit of the Group’s Financial Statements in
respect of FY24 is Kevin Sheehan who has
held this role since FY21.
In November 2024, in advance of the
finalisation of the Group’s FY24 Annual
Report and Financial Statements, the
Committee received a report from Deloitte
on its key audit findings, including the
key risk areas and significant judgements.
In addition, the Committee considered
the Letter of Representation and the
management letter with the external auditor.
Effectiveness
During FY24, the Committee reviewed and
assessed the quality and effectiveness of
the FY23 external audit process based on
evidence obtained throughout the financial
year by reference to the scope of the audit
work undertaken, monitoring performance
against the agreed audit plan, presentations to
the Committee, feedback from management
involved in the audit process, and separate
review meetings held without management.
The Committee also considered the
experience and knowledge of the external
audit team and the results of post-audit reviews
with management and the Committee.
Overall, the Committee remained satisfied
with the effectiveness of Deloitte based on
its expertise having considered the audit
team, their approach, lines of enquiry and
robust challenge. Following this review, the
Committee concluded that the external
audit was effective and was satisfied with the
level of services provided by Deloitte. The
Committee regularly meets with the external
auditor, absent management, to discuss any
issues the external auditor may wish to raise
directly with the Committee.
Independence
To safeguard the external auditor’s
independence and objectivity, the
Committee takes into account the
information and assurances provided by
the external auditor confirming that all of
its network firms and engagement team
members are independent of the Group. Two
separate policies are in place to safeguard
the external auditor’s independence
and objectivity. One policy sets out
comprehensive procedures surrounding
the provision of non-audit services by the
external auditor. The procedures are also set
out in the Committee’s Terms of Reference.
In line with that policy, the Committee
reviewed the level of fees incurred during
FY24 for the provision of non-audit services.
During FY24, Deloitte provided limited
sustainability assurance services on green
loan KPI targets. Deloitte also provided
Independent Person Reports in conjunction
with Summary Approval Procedures
completed under the Irish Companies Act
2014 by subsidiary companies in the Group.
The external auditor’s fees for those non-
audit services equated to c.4% of the overall
external audit fee.
The Committee was satisfied that the work
was best handled by the external auditor
because of its knowledge of the Group and
the services provided did not give rise to
threats to independence. No further non-
audit services were provided by Deloitte.
See Note 13 to the Company Financial
Statements on page 176.
The second policy restricts the Group from
hiring key members of the external audit
team for a specified period of time post
their employment with the external auditor.
In addition, any offer to a former employee
of the audit firm must be pre-approved by
the Committee where the offer is made
in respect of a senior executive position.
Both policies are circulated to management
regularly and reviewed annually by the
Committee. No former employees of
Deloitte to whom the policies would apply
were hired by the Group during FY24.
Based on our review of the services provided,
and discussion with the lead audit partner,
the Committee is satisfied as to the external
auditor’s effectiveness, independence and
objectivity, and, accordingly, it is intended
that an advisory resolution will be put
to the shareholders at the forthcoming
Annual General Meeting in 2025 in relation
to the continuation in office of Deloitte as
external auditor.
Committee effectiveness
During FY24, an external evaluation of the
operation, performance and effectiveness
of the Committee was facilitated by Nasdaq.
The evaluation was conducted by way of
one-to-one conversations between the
Committee Chair and each of the members,
supported by an analysis of how the
Committee was performing against key areas
of its Terms of Reference. The outcome of
the external evaluation was reviewed and
discussed at a meeting of the Committee
in September 2024. The review confirmed
that the Committee continues to operate
effectively and efficiently and has the skills
and expertise required to perform its role
appropriately. The Committee agreed
to continue its focus on risk matters and
internal controls for FY25 as well as Making
Business Easier in recognition of the scope
and importance of the project.
I would like to extend my thanks to my
Committee colleagues for their work and
support during the year. The Committee will
continue to provide quality disclosures on
its activities.
Alastair Murray
On behalf of the Audit and Risk Committee
2 December 2024
88 Greencore Group plc Annual Report and Financial Statements 2024
Report on Directors’ Remuneration
Dear Shareholder,
On behalf of my colleagues on the
Remuneration Committee (the ‘Committee’)
and the Board, I am pleased to present
the Committee’s Report on Directors’
Remuneration which comprises the Annual
Report on Remuneration for the financial
year ended 27 September 2024 (‘FY24’) and
our Remuneration at a Glance section on
pages 90 to 93.
Our Remuneration Policy (the ‘Policy’) is not
reproduced in this report but can be found
on our website at www.greencore.com/
investor-relations/governance/. While the
UK Directors’ Remuneration Reporting
Regulations (the ‘Regulations’) do not apply
to Greencore, we make disclosures in the
interests of good governance. In accordance
with the three-year timeframe set out in the
Regulations, the Policy was put forward and
approved by 96.55% of our shareholders at
our January 2023 AGM by way of an advisory
vote and will apply for three years.
Following a significant amount of change in
FY23, in FY24 we welcomed the arrival of our
new CFO, Catherine Gubbins, to the Group.
I previously noted that with the refocus on
the UK market and our core businesses, it
was appropriate to reset Executive Director
remuneration to reflect the changed
operations of the Group, with Chair, CEO
and CFO remuneration subsequently set
at reduced levels versus their respective
predecessors. The Committee reserves
the ability to reconsider Executive Director
remuneration in light of changes to its
operations, scale and market capitalisation
in particular. Such decisions will be
transparently disclosed to shareholders.
We also note that the Policy will be up for
review during FY25. We plan to consider
its suitability in light of such changes to the
Group and consult with our shareholders
and other stakeholders before putting
it forward for approval at the January
2026 AGM.
Executive Director changes in FY24
On 6 February, Catherine Gubbins joined
the Group as Executive Director and CFO.
Catherine’s annual base salary was set
at €400,000 on appointment. For FY24,
Catherine was eligible to receive a pension
contribution of 8% of salary, in line with the
pension contribution currently available to
the majority of the wider colleague base.
Catherine was also eligible to receive a
performance-related bonus of up to 120% of
salary, a FY24 PSP award with a face value of
150% of salary (within the Policy maximum
of 200% of salary) and received a buy-out
award to cover bonus forfeited on leaving
her previous employer.
Overall performance and context
Dalton Philips, together with Catherine
Gubbins and the rest of the Group Executive
Team, have delivered a very strong
performance in FY24, notwithstanding the
continued inflationary and challenging
cost environment for consumers and other
stakeholders. In evaluating remuneration
outcomes, the Committee was pleased to
note the improved shareholder experience.
Remuneration in FY24
Annual Bonus Plan (‘ABP’)
The FY24 ABP was based 50% on Adjusted
Operating Profit (‘AOP’), 25% on Free Cash
Flow (‘FCF’) and 25% on collective strategic
objectives. Notwithstanding the challenging
operating environment coming out of FY23
and heading into FY24, with the carryover of
high inflation levels and poor weather, the
Group delivered both a very strong Adjusted
Operating Profit and Free Cash Flow outturn,
exceeding the maximum performance levels
set at the start of the year.
Executive Directors’ collective strategic
objectives focused on strategy, portfolio
execution and the launch of the Group’s
multi-year transformation programme
Making Business Easier, but also importantly
the Group’s key pillars of sustainability,
talent, inclusion and diversity. While some
challenges were experienced in relation to
delivery against certain of the sustainability
objectives, performance was considered to
be strong and the Committee assessed the
overall ABP payout for Dalton Philips and
Catherine Gubbins to be 95.7% of maximum.
As noted last year, Catherine Gubbins’ ABP
award will be pro-rated for time served in
FY24 and further details are set out on pages
95 to 97.
Report on
Directors’
Remuneration
“While acknowledging the challenging
environment in which the Group has
operated, the Committee commends
the Group Executive Team on its very
strong performance during the year.”
89Strategic Report | Directors’ Report | Financial Statements | Other Information
Performance Share Plan (‘PSP’)
The FY22 PSP awards were based on a
three-year performance assessment from
FY22 through FY24, measuring cumulative
Adjusted Earnings per Share (‘Adjusted
EPS’), Return on Invested Capital for FY24
(‘FY24 ROIC’) and Total Shareholder Return
relative to our sector peers (‘Relative TSR’).
While the Adjusted EPS target was not met,
the FY24 ROIC target was partially met,
and furthermore, the Group placed in the
top quartile on the Relative TSR measure,
resulting in an overall vesting outcome of
50.3% of maximum.
Remuneration in FY25
As noted above, the Committee considers
the Policy approved by shareholders at the
2023 AGM to be appropriate in supporting
the Group’s strategy this year. In considering
Executive Director remuneration for FY25,
the Committee remained mindful of the
broader context (including external market
conditions and the Group’s operating
environment) in addition to the Group’s
internal pay policies and practices. With one
eye on the renewal of the Policy from FY26,
the Committee will consult with stakeholders
and propose such changes as it considers
appropriate to ensure the renewed Policy
remains aligned with shareholders’ interests
and reflects not only evolving best practice
and regulatory developments but also
changes to the scale and operations of
the Group.
Salary
Following a review of relevant market data,
we have agreed an increase in salary for
the CEO and CFO of 3.25%. This increase
is effective from 1 October 2024 and will
be lower than the average increase to be
awarded across the wider workforce which
will be determined in January 2025.
Annual Bonus Plan
The ABP opportunity remains unchanged
at 150% of salary for the CEO and 120% of
salary for the CFO. The financial element
of the ABP (75% of the opportunity) will
remain based on a combination of Adjusted
Operating Profit (weighted 50%) and
Free Cash Flow (weighted 25%), with the
remaining 25% of the opportunity linked to
collective strategic objectives. For FY25, this
element will continue to include objectives
linked to our Sustainability Strategy and
inclusion and diversity. Performance for each
element will be measured over the full year.
The targets and the associated outturn will
be disclosed in the FY25 Annual Report on
Remuneration, in line with prior practice.
Performance Share Plan
The Committee has considered and
determined that an increase to the CEO’s
FY25 PSP award opportunity (from 175% to
200% of salary) is appropriate. This increase
reflects the CEO’s strong contribution since
joining Greencore. It also is within the Policy
maximum and strengthens the alignment of
CEO remuneration to the long-term interests
of shareholders. The FY25 PSP opportunity
remains unchanged at 150% of salary for the
CFO. Vesting will be based on performance
over the three-year performance period
against four measures in each case. The
measures employed for the FY24 awards,
i.e. Adjusted EPS, Relative TSR (against our
tailored comparator group), and ROIC will
be retained, however a modest weighting on
carbon reduction has also been introduced
for the first time. The targets for the FY25
award are disclosed on page 100.
Pension
Pension contributions, at 8% of base salary
for the Executive Directors, remain in line
with rates available to the majority of the
wider workforce.
Concluding remarks
Following the significant changes during
FY23, FY24 has been a year of very strong
performance against a challenging
environment and the Committee commends
the Group Executive Team on its performance
during the year.
The Committee believes that its approach to
remuneration in FY24 and for FY25 supports
the continued objective of driving the
Group’s performance while recognising the
wider stakeholder experience, and I hope
our efforts will be reflected in your support at
the 2025 AGM. As noted, with our Policy due
for renewal during FY26, we look forward to
engaging with stakeholders in relation to this
in due course.
Finally, I would like to thank my fellow
members on the Committee and the wider
Board for their valuable contribution to the
remuneration agenda during FY24.
Linda Hickey
On behalf of the Remuneration Committee
2 December 2024
Business performance
highlights
• Group reported revenue of
£1,807.1m with LFL volume
growth of 0.5%.
• Adjusted Operating Profit up
27.8% to £97.5m with Adjusted
Operating Margin of 5.4%.
• Adjusted EPS of 12.7 pence, a 37%
increase on prior year.
• In FY24, the Group had returned
a further €49.4m to shareholders
up to 27 September 2024 in the
form of a share buyback.
Our delivery vans
90 Greencore Group plc Annual Report and Financial Statements 2024
Report on Directors’ Remuneration continued
The purpose of this section is to provide an overview of the Group’s performance in FY24, as well as the remuneration received by our
Executive Directors. Full details can be found in the Annual Report on Remuneration on pages 94 to 103.
Remuneration principles
The following principles are drawn from Provision 40 of the 2018 UK Corporate Governance Code (the ‘Code’) and remain the Committee’s
framework to guide remuneration decisions:
Principle/Provision 40 pillar In action
Alignment and fairness
– alignment to culture
• Linking variable remuneration to key pillars of success for Greencore;
• Applying the same high-level remuneration principles consistently to all colleagues across the Group;
• To the extent possible, offering share plans to all eligible colleagues;
• Operating shareholding guidelines (including for a period post-employment), bonus deferral and a
post-vesting holding period for Executive Directors’ PSP awards to ensure alignment with shareholders
and long-term performance; and
• Keeping shareholder value creation and the stakeholder context in sharp focus.
Pay-for-performance
– risk
– predictability
– proportionality
• Setting targets that are appropriately stretching and vesting levels that are reflective of the shareholder
experience;
• Avoiding reward for mediocre performance and ensuring the opportunity is clearly defined and
disclosed; and
• Ensuring strategic objectives are defined, align to both the Group’s strategy and risk appetite, are
accurately assessed and clearly communicated.
Transparency and simplicity
– clarity
– simplicity
• Communicating clearly and effectively all decisions to shareholders through shareholder engagement
in the Annual Report on Remuneration; and
• Using a simple incentive structure based on measures that are central to our strategy and business
model.
FY24 remuneration outcomes
FY24 Annual Bonus Plan
The annual bonus for FY24 was based on a financial element (weighted 75% of the bonus) and collective strategic objectives (weighted 25% of
the bonus). The maximum annual bonus opportunity in FY24 was 150% of basic salary for the CEO and 120% of basic salary for the CFO.
The financial performance targets and actual performance outcomes for FY24 are set out in the table below. Further details on the
achievement of collective strategic objectives are set out on pages 96 to 97.
Performance targets
Measure
Weighting
(% of total)
Threshold
(0% payout)
Target
(50% payout)
Maximum
(100% payout)
Actual FY24
outturn/
achievement
Resulting bonus
outcome
Adjusted Operating Profit 50% £82.8m £87.4m £96.6m £97.5m 50% out of 50%
Free Cash Flow 25% £54.4m £57.6m £63.6m £70.1m 25% out of 25%
Financial element 75% 75% out of 75%
Collective strategic objectives 25% See pages 96 and 97 for details 20.7% out of 25%
Discretion applied by the Committee n/a
CEO payout 95.7% out of 100%
(143.6% of salary)
CFO payout
1
95.7% out of 100%
(114.8% of salary)
1. Catherine joined the Group in February 2024 and accordingly, her bonus payment has been pro-rated for time served.
FY22 Performance Share Plan (‘PSP’)
The FY22 PSP award was based on a three year performance assessment measuring Adjusted EPS, FY24 ROIC and Relative TSR from the grant
date of 6 December 2021. Over the period the Adjusted EPS target was not met, while the FY24 ROIC was partially met. Relative TSR was
assessed to be in the top quartile, resulting in 50.3% of the FY22 PSP award vesting. Dalton Philips and Catherine Gubbins did not participate
in the FY22 PSP, having joined the Group more recently.
Remuneration at a glance
91Strategic Report | Directors’ Report | Financial Statements | Other Information
Implementation of the 2023 Remuneration Policy in FY25
Element of pay Implementation for FY25
Fixed remuneration
Base salary Dalton Philips: €748,046 (a 3.25% increase).
Catherine Gubbins: €413,000 (a 3.25% increase).
Pension In line with the Policy, Dalton Philips and Catherine Gubbins will each
receive a pension contribution of 8% of salary, which is in line with the
pension contribution currently available to the majority of the wider
colleague base.
Benefits In line with the Policy.
Variable pay
Annual Bonus Plan and Deferred Bonus Plan (‘DBP’) 150% of salary for the CEO and 120% of salary for the CFO. The
performance measures for FY25 are: 50% Adjusted Operating Profit,
25% Free Cash Flow and 25% collective strategic objectives. 50% of
any bonus earned will be deferred into shares for three years under the
DBP, consistent with the Policy.
Performance Share Plan CEO – 200% salary
CFO – 150% salary
PSP awards will be based on three-year performance against four
performance measures: Cumulative Adjusted EPS (32.5%), ROIC
(32.5%), Relative TSR versus a bespoke group of sector peers (30%), and
Scope 1 and 2 Carbon Emissions Reduction (5%). PSP awards granted
to Executive Directors are subject to a three-year performance period
and an additional two-year holding period. Vested awards may not be
sold during the holding period except to cover tax liabilities.
Safeguards and risk management Malus and clawback provisions apply to the ABP and the PSP both prior
to vesting and for a period of two years post-vesting. This enables the
Company to withhold payment/vesting of any sums and/or recover
sums paid on the occurrence of specific trigger events, including but
not limited to misconduct, a material misstatement of the Company’s
audited results, a material failure of risk management, a material breach
of health and safety regulations, or serious reputational damage.
Remuneration opportunities in different performance scenarios
The charts below illustrate the potential future value and composition of the Executive Directors’ remuneration opportunities in four
performance scenarios: minimum, on-target (i.e. in line with the Company’s expectations), maximum, and maximum plus 50% share price
appreciation, a scenario where 50% share price appreciation is included in the valuation of the PSP.
The potential remuneration opportunities are based on the 2023 Remuneration Policy, applied to the Executive Directors’ base salaries as at
1 October 2024 (or on appointment, if later).
Dalton Philips, CEO (€’000) Catherine Gubbins, CFO (€’000)
Minimum On-target Maximum Maximum+50%
€862
€1,797
€3,480
€4,228
0
1,000
500
1,500
2,000
2,500
3,500
3,000
4,500
4,000
100% 48%
21%
43%
53%
31%
32% 27%
25% 20%
€479
€882
€1,594
€1,904
Minimum On-target Maximum
Maximum+50%
0
500
1,000
1,500
2,000
2,500
3,000
18%
39%
49%
28%
31%
26%
100% 54% 30% 25%
Fixed pay Annual bonus Long-term incentive
The charts above exclude the effect of any Company share price appreciation except in the ‘maximum +50%’ scenario.
92 Greencore Group plc Annual Report and Financial Statements 2024
Report on Directors’ Remuneration continued
Remuneration at a glance continued
Assumptions
Performance scenario Includes
Minimum Salary, pension and benefits (‘fixed remuneration’)
No bonus payout
No vesting under the PSP
On-target Fixed remuneration
50% of maximum annual bonus payout (i.e. 75% and 60% of salary for
the CEO and CFO respectively)
25% of maximum vesting under the PSP (i.e. 50% and 37.5% of salary
for the CEO and CFO respectively)
Maximum Fixed remuneration
100% of maximum annual bonus payout (i.e. 150% and 120% of salary
for the CEO and CFO respectively)
100% of maximum vesting under the PSP (i.e. 200% and 150% of salary
for the CEO and CFO respectively)
Maximum +50% Fixed remuneration
100% of maximum annual bonus payout
100% of maximum vesting under the PSP, plus 50% share price
appreciation
Executive Director service contracts and policy on payments to Executive Directors leaving the Group
Dalton Philips’ service contract extends for an indefinite term, though is terminable by either the Company or Dalton upon 12 and six
months’ notice, respectively. The service contract of Catherine Gubbins extends for an indefinite term and may be terminated by either the
Company or Catherine upon a notice period of six months in either case. The service contracts make provision, at the Board’s discretion, for
early termination involving payment of salary and other emoluments in lieu of notice. Effective dates of current Executive Director service
contracts/commencement of role are as follows:
Executive Director Date of contract/commencement of current role
Dalton Philips 13 May 2022/26 September 2022
Catherine Gubbins 5 September 2023/6 February 2024
Full details on the Company’s policy on payment for Executive Directors leaving the Group is set out on pages 92 and 93 of the FY22 Annual
Report and Financial Statements.
Non-Executive Director letters of appointment
The Non-Executive Directors have letters of appointment, the terms of which recognise that their appointments are subject to the Company’s
Articles of Association and their services are at the direction of the shareholders. All Non-Executive Directors submit themselves for election
at the AGM following their appointment and, in line with the Company’s Articles of Association and the Code, each Director retires at each
subsequent AGM and offers himself or herself for re-election as appropriate.
Non-Executive Directors are not entitled to any payment in lieu of notice. The letters of appointment are available for shareholders to view at
the Company’s registered office during normal office hours.
The table below shows the appointment and expiry dates for the Non-Executive Directors:
Name Effective date of appointment Expiry of appointment
1,2
Linda Hickey 1 February 2021 30 January 2025
Alastair Murray 1 February 2023 30 January 2025
Anne O’Leary 1 February 2021 30 January 2025
Helen Rose 11 April 2018 30 January 2025
Harshitkumar (‘Hetal’) Shah 1 April 2023 30 January 2025
Leslie Van de Walle 1 December 2022 30 January 2025
1. In line with the Company’s Articles of Association and the Code, each year at the AGM of the Company each Director retires, and where appropriate offers himself or herself
for re-election.
2. Should the date of the AGM change, the expiry date of the appointment will change accordingly.
93Strategic Report | Directors’ Report | Financial Statements | Other Information
Consideration of wider employee views
In considering the remuneration arrangements for the Executive Directors, including base salary increases, the Committee is mindful
of the pay and employment arrangements of the wider workforce. As detailed in the remuneration principles set out above on page 90,
the Committee also factors in alignment with culture, particularly in the strategic goals set for Executive Directors, and the Committee
receives regular updates from the CEO and Chief People Officer on wider workforce matters. These include the Group-wide annual salary
review process, changes in National Living Wages rates, benefit, pension and variable pay arrangements for colleagues, and details of the
all-employee share schemes operated by the Company. Furthermore, the Board places great value on listening to colleagues’ views and
perspectives and has established multiple channels to ensure effective two-way engagement with our wider colleague base. Anne O’Leary,
our Workforce Engagement Director (and also a member of the Committee) has designated responsibility for engaging with colleagues and
bringing their voice into the boardroom. Anne has attended our colleague forum in FY24 and, following the results of our FY24 ‘People at the
Core’ survey (which demonstrated improved engagement outcomes since the previous survey), has spent time discussing the outcomes and
opportunities for improvement that we heard from our colleagues at Board level. Regular senior leadership calls also took place during FY24,
allowing time for business updates and open Q&A sessions where remuneration and employment matters were shared.
Consulting with shareholders
The Committee engaged with shareholders and proxy advisory firms when setting the framework for the 2023 Remuneration Policy and was
pleased by the strong support received at the 2023 and 2024 AGMs. Whilst no formal engagement activities took place in the current financial
year by the Committee, the Committee continues to respond to enquiries from shareholders as they arise and ensures open dialogue with
shareholders. The Committee will consult with shareholders during FY25 in connection with the next policy review, and we would anticipate
the next policy being put forward for approval at the 2026 AGM.
94 Greencore Group plc Annual Report and Financial Statements 2024
Report on Directors’ Remuneration continued
The following section sets out our Annual Report on Remuneration (‘Report’), outlining decisions made by the Committee in relation to
Directors’ remuneration in respect of FY24 and how the Committee intends to apply the 2023 Remuneration Policy (‘Policy’) for FY25.
The 2023 Remuneration Policy was approved by shareholders at the Company’s AGM on 26 January 2023 and this Annual Report on
Remuneration will be subject to an advisory shareholder vote at the AGM to be held on 30 January 2025. Where information has been
audited, this has been stated. All other information in this Report is unaudited.
Role of the Committee
The Committee’s collective role includes ensuring that the Group’s remuneration arrangements are aligned with the Group’s strategic
priorities. The Terms of Reference of the Committee include the determination of the remuneration packages for Executive Directors, the
General Counsel and Company Secretary, and other members of the senior management team, as well as fees for the Board Chair. The Board
Chair and the Executive Directors determine the fees for the Non-Executive Directors.
The Terms of Reference for the Committee are reviewed annually, are updated as appropriate and are available under the Governance section
of the Group’s website, www.greencore.com.
Committee membership
The Committee is currently comprised of three Non-Executive Directors, all of whom are considered by the Board to be independent:
Committee member Date appointed
Attendance at scheduled
Committee meetings
during FY24
Linda Hickey 1 February 2021 (appointed to the Committee and as Committee Chair on 1 February 2021) 3/3
John Amaechi 1 February 2023 (stepped down from the Committee on 25 January 2024) 1/1
Sly Bailey 1 February 2023 (stepped down from the Committee on 25 January 2024) 1/1
Alastair Murray 25 January 2024 2/2
Anne O’Leary 21 June 2022 3/3
John Amaechi and Sly Bailey stepped down from the Board and the Committee on 25 January 2024, with Alastair Murray joining the
Committee on that date. I would like to take this opportunity to thank Sly and John for their valuable contributions to the Committee.
Collectively, the Committee has extensive experience on remuneration-related matters, gained both from their executive careers and/or
from their experience on remuneration and compensation committees of other companies. Further details on the Committee members’
qualifications and experience are set out on pages 62 and 63. The General Counsel and Company Secretary or their nominee acts as
Secretary to the Committee. During the year, the CEO, CFO and Chief People Officer attended meetings at the invitation of the Committee
and provided information and support. No individual was present when their own remuneration was being discussed.
Committee effectiveness
A Committee review was undertaken as part of this year’s external evaluation conducted by Nasdaq. The Committee Chair and each of the
members followed up with one-to-one conversations discussing Nasdaq’s analysis of how the Committee was performing against key areas
of its Terms of Reference. The review confirmed that the Committee continues to operate effectively and efficiently and has the skills and
expertise required in order to perform its role appropriately.
Advisors
The Committee’s appointed independent advisors during the year were Ellason LLP (‘Ellason’). Ellason attends Committee meetings on an ad
hoc basis and provides advice on remuneration for Executive Directors, benchmarking analysis, and updates on market developments and
best practice. Ellason is a member of the Remuneration Consultants Group and adheres to its code of conduct. The Committee reviews the
performance of its advisors annually and is satisfied that Ellason provided independent and objective remuneration advice to the Committee,
noting that Ellason does not have any connections to Greencore or any individual Director. Services were provided on a time and materials
basis. The fees paid to Ellason in respect of work carried out for the Committee in the year under review amounted to £35,200. Ellason did
not provide any other services to the Group during the year.
Key activities during the year
During FY24, the Committee held three scheduled meetings and, as set out in the table above, Committee members attended all scheduled
meetings for which they were eligible to attend. The key activities and matters discussed at Committee meetings during FY24 included:
• reviewing the external remuneration landscape generally and considering best practice corporate governance;
• approval of opportunities/award levels and performance targets for the FY24 ABP and PSP awards;
• reviewing and approving performance and outturns under the FY23 ABP and Tranche 3 of the FY21 PSP (which lapsed in full during FY24);
• reviewing and approving the FY23 Report on Directors’ Remuneration;
• approving the remuneration arrangements for the incoming CFO;
• reviewing workforce remuneration structures, pensions and the salary review process;
Annual Report on Remuneration
95Strategic Report | Directors’ Report | Financial Statements | Other Information
• reviewing the UK ShareSave Scheme’s activities, and receiving status updates on the availability of such schemes in Ireland;
• incorporating environmental, social and governance (‘ESG’) objectives appropriately in the remuneration framework; and
• reviewing the Committee’s Terms of Reference and the Committee’s effectiveness (including the external evaluation of the Committee).
Shareholder voting
The table below shows the voting outcome of the resolutions proposed at the 2024 AGM and 2023 AGM in relation to the FY23 Annual Report
on Remuneration and the 2023 Remuneration Policy, respectively.
Resolution For Against Total votes cast Votes withheld
FY23 Annual Report on Remuneration 98.75% 1.25% 289,621,217 10,683
2023 Remuneration Policy 96.55% 3.45% 308,087,335 61,402
Single figure of total remuneration for Executive Directors (audited)
The following table sets out the single figure of total remuneration for Executive Directors for FY24 and FY23.
Salary
(‘000)
Pension
(‘000)
Benefits
2
(‘000)
Total
fixed
(‘000)
Annual
bonus
– cash
3
(‘000)
Annual
bonus –
deferred
share
award
3
(‘000)
PSP
4
(‘000)
Total
variable
(‘000)
Total
remuneration
(‘000)
Total fixed
vs. Total
remuneration
Total variable
vs. Total
remuneration
Dalton Philips FY24 €725 €58 €54 €837 €520 €520 – €1,040 €1,877 45% 55%
FY23 €700 €56 €54 €810 €431 €431 – €862
€1,672 48% 52%
Catherine
Gubbins
1
FY24 €261 €21 €61 €343 €134 €134 – €268
€611 56% 44%
FY23 – – – – – – – – – – –
1. Catherine Gubbins joined as Executive Director and CFO on 6 February 2024. Her FY24 remuneration relates to the period 6 February 2024 to 27 September 2024.
2. Benefits include car allowance as well as medical insurance. In the case of Catherine Gubbins, it includes the €40,000 one-off payment as disclosed in the FY23 Annual Report, in
recognition of the annual bonus forfeited on leaving her previous employer.
3. Dalton Philips was awarded an annual bonus of 95.7% of the maximum opportunity for FY24, of which 50% is to be deferred in shares for three years. Catherine Gubbins was awarded
an annual bonus of 95.7% of the maximum opportunity for FY24, pro-rated for time served and of which 50% is to be deferred in shares for three years.
4. Neither Dalton Philips nor Catherine Gubbins participated in the FY22 PSP grant.
Single figure of total remuneration for Non-Executive Directors (audited)
The following table sets out the single figure of total remuneration for Non-Executive Directors in FY24 and FY23.
Base fee Additional fees
2
Total fees
John Amaechi
1
FY24 €25,200 – €25,200
FY23 €78,000 – €78,000
Sly Bailey (Senior Independent Director)
1,2
FY24 €25,200 €5,331 €30,531
FY23 €78,000 €16,500 €94,500
Linda Hickey (Senior Independent Director and Chair of the Remuneration
Committee)
2
FY24 €78,000 €15,000 €93,000
FY23 €78,000 €12,000 €90,000
Alastair Murray (Chair of the Audit and Risk Committee) FY24 €78,000 €16,500 €94,500
FY23 €52,000 €11,000 €63,000
Anne O’Leary FY24 €78,000 – €78,000
FY23 €78,000 – €78,000
Helen Rose (Chair of the Sustainability Committee) FY24 €78,000 €10,000 €88,000
FY23 €78,000 €6,666 €84,666
Harshitkumar (Hetal) Shah FY24 €78,000 – €78,000
FY23 €39,000 – €39,000
Leslie Van de Walle (Board Chair and Chair of the Nomination
and Governance Committee)
2
FY24 €78,000 €172,000 €250,000
FY23 €65,000 €143,333 €208,333
1. John Amaechi and Sly Bailey stepped down from the Board and as Non-Executive Directors on 25 January 2024. John and Sly’s FY24 fees relate to the period from 1 October 2023 to
25 January 2024.
2. As set out in the 2023 Remuneration Policy, if a Non-Executive Director holds two additional roles, the additional fee is capped at the higher additional fee. Therefore, in FY24 the
additional fee payable to Leslie Van de Walle, Board Chair, was capped at his Board Chair fee. Sly Bailey’s FY24 fees relate to the period from 1 October 2023 through to the date she
stepped down from the Board and as Non-Executive Director on 25 January 2024. Until such date, Sly Bailey’s additional fee was capped at her fee for acting as Senior Independent
Director. Linda Hickey’s additional fee has been capped at her fee for acting as Senior Independent Director since her appointment on 25 January 2024.
96 Greencore Group plc Annual Report and Financial Statements 2024
Report on Directors’ Remuneration continued
Notes to the single figure table (audited)
Base salary
The FY24 salaries were €724,500 for Dalton Philips and €400,000 for Catherine Gubbins (which was pro-rated for the period Catherine joined
on 6 February 2024 to the end of FY24).
Pension
Dalton Philips and Catherine Gubbins received a pension contribution equivalent to 8% of salary, which remains in line with the contribution
to the majority of the wider colleague base. Catherine Gubbins’ pension contribution was pro-rated for the period served.
FY24 Annual Bonus Plan (‘ABP’)
The maximum bonus opportunity for Dalton Philips and Catherine Gubbins in FY24 was 150% and 120% of salary respectively. The annual
bonus is based on the achievement of stretching short-term financial targets (75% of maximum bonus opportunity) as well as collective
strategic objectives (25% of maximum bonus opportunity). The mix of measures reflects the Committee’s aim of providing an appropriate
balance between incentivising the achievement of key financial targets and specific strategic objectives.
Performance targets and outturns are set out below.
Group financial objectives FY24 (75% weighting)
Performance targets
1,2
Measure
Threshold
(0% payout)
Target
(50% payout)
Maximum
(100% payout)
Actual outturn/
achievement
% payout of
bonus
Adjusted Operating Profit (50%) £82.8m £87.4m £96.6m £97.5m 100%
Free Cash Flow (25%) £54.4m £57.6m £63.6m £70.1m 100%
1. There is a straight-line scale between threshold and target, and between target and maximum.
2. Adjusted Operating Profit and Free Cash Flow are Group KPIs referred to as Alternative Performance Measures (‘APMs’). APMs are non-IFRS measures and are used to monitor the
performance of the Group’s operations and of the Group as a whole. Definitions and reconciliations to IFRS measures are provided in the APMs section on page 177.
The financial targets were set at the start of the financial year and were considered to be stretching, taking into account budget and broker
forecasts, the likely headwinds posed by the inflationary environment and cost-of-living factors.
FY24 Collective strategic objectives (25% weighting)
The table below describes the objectives set and the Committee’s assessment of these:
Met?
Objective(s) set No Partly Fully Commentary
Environmental, social and governance – ‘ESG’
(7.5%)
Achieve our FY24 phased ESG targets across
energy, water and food waste reduction,
consistent with our objectives and our 2030
sustainability targets.
Our performance-based sustainability targets were partially met
– the food waste reduction target was achieved in full, whilst
the energy and water use targets were not achieved. However,
there was significant progress made across the sustainability
programme in FY24. Key achievements included:
• Embedding of sustainability ownership into the business, with
multi-year roadmaps developed across our Better Future Plan
pillars (see page 19).
• Achieving significant improvement in sustainability data
across the business, enabling improved reporting and
governance.
• High levels of engagement from the Group Executive Team,
to drive progress forward, through sponsorship, monthly
roadmap reviews and upskilling sessions.
• Increased levels of capex allocated to energy projects.
Annual Report on Remuneration continued
97Strategic Report | Directors’ Report | Financial Statements | Other Information
Met?
Objective(s) set No Partly Fully Commentary
Strategy and portfolio execution (7.5%)
Translate our top-down aspiration for improving
profitability and returns into bottom-up multi-
year plans that will deliver on our aspiration.
This objective was achieved in full, with multi-year plans
developed and launched for each category of the business to
deliver against financial aspirations in ‘Horizon 2’. In parallel,
a clear direction for longer-term growth under ‘Horizon 3’ has
also been set, with key stakeholders engaged successfully.
Key achievements included:
• In-year delivery against tailored and quantitative
improvement plans set for specific categories.
• Board strategy sessions to ensure alignment on overarching
ambition and category plans.
• Establishment of a cross-functional working team structure
and regular cadence of Executive engagement to ensure
progress is being delivered.
Making Business Easier programme (5.0%)
Establish a clear 3-5 year technology roadmap to
deliver improved efficiencies and effectiveness of
our business processes.
The Making Business Easier programme progressed from a
conceptual launch to the execution stage over the course
of FY24. This objective was partly achieved as the 3-5 year
roadmap was developed; however, further work is required to
fully embed the programme and a process ownership culture
within the organisation. Key achievements included:
• Alignment on a clear direction for fit-for-purpose technology
architecture and data structure.
• Development of the 3-5 year roadmap, with underlying
initiatives identified and prioritised.
• Resourcing against highest-priority initiatives, with execution
beginning in FY24.
• Creation of a suitable and comprehensive governance
framework, with key stakeholders identified and engaged
in the programme.
People at the Core (5.0%)
Ensure there is a clear and robust vision of our
people performance, talent and succession
plans. Actively monitor and reduce our colleague
turnover. Continue to track and progress our
diversity and inclusion milestones regarding
diversity, ethnicity and age.
Significant progress was made on the talent, diversity & inclusion
agenda during FY24. However, this objective was achieved only
in part, as gender-based targets at senior leadership levels were
not fully achieved. Key achievements included:
• 81% ‘sustainable engagement’ score achieved in FY24
Group wide ‘People at the Core’ survey. This represents a 5
percentage point increase versus the FY22 score. It is also 2
percentage points ahead of the UK National norm for other
businesses whose colleague survey is also handled externally
by Willis Towers Watson.
• Training of line managers in bias and ethical recruitment well
exceeded targets set for participation.
• Robust annual talent review completed and presented to the
Board, with development plans agreed for high-potential
colleagues.
• Employee turnover reduced to below target.
• Good progress towards diversity and inclusion milestones.
Total achievement 20.7% out of 25%
98 Greencore Group plc Annual Report and Financial Statements 2024
Report on Directors’ Remuneration continued
Outcomes and discretion
The Committee carefully assessed performance against the strategic measures set. As a result of the performance outcomes and the extent
to which these objectives were delivered, the Committee determined that this element should pay out at 82.7% (i.e. 20.7% of the maximum
bonus opportunity).
Overall, the formulaic assessment of targets result in a bonus payout of 95.7% of maximum for the CEO and CFO. In accordance with the
Policy, 50% of the bonus payable will be deferred into shares under the DBP.
The Committee then reviewed this outcome in the context of the Group’s underlying performance and the stakeholder experience more
generally. In determining that the formulaic outcome was appropriate (and that no exercise of discretion was necessary to adjust the ABP
payout for these broader considerations), the Committee took into account Greencore’s strong operational and commercial performance
against key elements of its strategy during the year, together with the positive shareholder experience. The Committee concluded that the
formulaic outcome appropriately reflected that good performance outcomes had been delivered, and that the right behaviours had been
demonstrated in doing so; not least alignment with our corporate values, and our remuneration principles of ‘pay-for-performance’.
Long-term incentives
FY21 (Tranche 3) and FY22 PSP awards
As Dalton Philips joined the Board at the end of FY22 and Catherine Gubbins in FY24, neither participated in the FY21 or FY22 PSP grants. The
FY21 PSP was split into three tranches and linked to absolute TSR performance. The third and final tranche of the FY21 PSP lapsed in January
2024. The FY22 PSP was based 1/3rd on cumulative Adjusted EPS (33-41p); 1/3rd on FY24 ROIC (10.7-13.0%) and 1/3rd on Relative TSR against
a bespoke group of sector peers (median to upper quartile). Cumulative Adjusted EPS over the three year performance period for the FY22 PSP
was 31.2 pence, FY24 ROIC was 11.5% and Greencore’s TSR was top quartile relative to the peer group. Overall, these performance outcomes
result in 50.3% of the FY22 PSP vesting to eligible participants.
FY24 PSP awards
Dalton Philips and Catherine Gubbins received awards under the FY24 PSP as set out in the table below.
Executive Director Date of grant
Number of
awards granted
1
Share price on
date of grant
2
Face value on
grant
Awards as % of
annualised salary Vesting date Holding period expiry
Dalton Philips 4 Dec 2023 1,113,693 £0.9835 £1,095k 175% 4 Dec 2026 4 Dec 2028
Catherine Gubbins 22 Mar 2024 458,085 £1.1187 £512k 150% 22 Mar 2027 22 Mar 2029
1. Calculated based on FY24 salary and the award level as a percentage of salary which has been converted into a number of shares using an average share price and exchange rate
for three days commencing 28 November 2023 in the case of Dalton Philips, and 18 March 2024 in the case of Catherine Gubbins. The exchange rate used for Dalton Philips was
€1:£0.8639. The exchange rate used for Catherine Gubbins was €1:£0.8541.
2. Average share price for the three days commencing 28 November 2023 for Dalton Philips and 18 March 2024 for Catherine Gubbins.
The performance measures are Adjusted EPS, ROIC and Relative TSR. Performance will be assessed over the period FY24 to FY26. Full details
of the performance targets are summarised below:
Measure
Weighting
(% of award)
Below threshold
(0% vesting)
Threshold
(25% vesting)
Maximum
(100% vesting)
Cumulative Adjusted EPS (FY24 + FY25 + FY26) 1/3rd Below 32.8p 32.8p 36.5p
FY26 ROIC 1/3rd Below 11.8% 11.8% 13.7%
Relative TSR vs. bespoke group of sector peers
1
1/3rd Below median Median Upper quartile
1. A.G. Barr; Bakkavor; Britvic; C&C; Carr’s; Cranswick; Glanbia; Greggs; Hilton Food; Kerry Group; Premier Foods; SSP Group; and Tate & Lyle.
As in previous years, the Committee will consider the underlying financial performance of the business as well as the value added to
shareholders in adjudicating the final PSP vesting level.
In setting the Adjusted EPS and ROIC ranges, the Committee remained mindful about setting targets to be stretching (to reinforce alignment
with stakeholder interests and incentivise outperformance) as well as relevant and motivational in the context of the prevailing external market
environment. As in previous years, the Committee will review vesting levels at the conclusion of the performance period to ensure they reflect
the underlying performance of the business, the value added to shareholders and to avoid any undue windfall gains for participants. The
award will vest three years from the date of grant, subject to meeting the performance conditions and continued employment, and a two-year
holding period will apply post-vesting. Malus and clawback provisions will apply both prior to vesting and for a period of two years post-
vesting, and vested awards may not be sold during the two-year holding period post-vesting except to cover tax liabilities.
Annual Report on Remuneration continued
99Strategic Report | Directors’ Report | Financial Statements | Other Information
Deferred Bonus Plan (‘DBP’) awards granted in FY24
The following deferred bonus shares were awarded to Dalton Philips during FY24. The award relates to the bonus awarded for performance
during FY23.
Executive Director Date of grant
Number of
awards granted
1
Share price on
date of grant
2
Face value
on grant Vesting date
Dalton Philips 4 December 2023 378,609 £0.9835 £372k 4 December 2026
1. Calculated based on the euro value of 50% of the bonus earned for FY23, which has then been converted into a number of shares using an average share price of £0.9835 and
exchange rate €1:£0.8639 for the three days commencing 28 November 2023.
2. Average share price for the three days commencing 28 November 2023.
Payments for loss of office
No payments for loss of office were made during FY24.
Payment to past Directors
As previously disclosed, Emma Hynes stepped down as Executive Director and CFO on 31 May 2023, and left the Group on 28 January
2024. For the period of FY24 until her departure, Emma continued to receive salary, benefits and pension payments for the duration of her
contractual notice period in line with the 2023 Remuneration Policy (which totalled €259,564). Emma was treated as a good leaver in respect
of her outstanding PSP awards. The final tranche of the FY21 PSP lapsed in January 2024. As set out on page 98, the FY22 PSP will vest at
50.3%, equivalent to 168,923 shares after a pro-rata reduction to reflect time served. Emma retains an outstanding interest in the FY23 PSP
award, which will vest subject to performance in December 2025, again pro-rated for time served. The two-year post-vesting holding period
continues to apply to vested PSP awards. Please see page 101 of the FY23 Annual Report and Financial Statements for further details.
Implementation of the 2023 Remuneration Policy in FY25
Executive Director remuneration in FY25
A summary of how the 2023 Remuneration Policy will be implemented in FY25 is set out below.
Base salary
Following review, the Committee agreed that it would be appropriate to award a 3.25% salary increase to Dalton Philips and Catherine
Gubbins. This increase is effective from 1 October 2024 and will be lower than the average increase to be awarded across the wider workforce
(which will be determined in January 2025).
The FY25 salaries are as follows:
Executive Director Salary from 1 October 2024 Salary from 1 October 2023 Percentage increase
Dalton Philips €748,046 €724,500 3.25%
Catherine Gubbins €413,000 €400,000
1
3.25%
1. Salary was effective from the formal date of appointment to the Board on 6 February 2024.
Pension and benefits
Dalton Philips and Catherine Gubbins will receive a pension contribution of 8% of salary, which is in line with the pension contribution
currently available to the majority of the wider colleague base.
Annual Bonus Plan
The ABP will be based 75% on stretching financial performance targets and 25% on collective strategic objectives.
The financial performance element will be split between Adjusted Operating Profit (weighted 50%) and Free Cash Flow (weighted 25%). The
targets for FY25 have been set based on full year performance and have been set with reference to budget as well as broker forecasts and
other external considerations. The targets for FY25 are considered commercially sensitive and will be disclosed in full on a retrospective basis
in next year’s Annual Report on Remuneration.
The remaining 25% of the bonus is based on collective strategic objectives to help ensure a continued focus on the short-and medium-term
objectives that are most critical to the successful delivery of the strategy and long-term sustainable performance of the Group, including
objectives specifically linked to sustainability and inclusion and diversity.
The outcomes of both the financial and non-financial KPIs will be considered by the Committee when determining the overall level of bonus
payable, and the Committee retains discretion to adjust the outcomes to take into account the wider stakeholder context.
The maximum opportunity for FY25 remains unchanged at 150% of salary for Dalton Philips and 120% for Catherine Gubbins. A minimum of
half of any bonus will be deferred in shares, vesting after three years subject to continued employment. Both the cash bonus and deferred
share awards are subject to malus and clawback provisions.
100 Greencore Group plc Annual Report and Financial Statements 2024
Report on Directors’ Remuneration continued
Long-term incentive
Dalton Philips and Catherine Gubbins will receive awards in FY25 at 200% and 150% of salary, respectively. The performance measures will
continue to be Adjusted EPS, ROIC, Relative TSR, and additionally, from FY25, Scope 1 and 2 Carbon Emissions Reduction, as the Committee
believes these to be the most appropriate measures for the next three-year cycle of growth, returns in the business and meeting the Group’s
long-term sustainability targets. Performance will be assessed over the period FY25 to FY27. The Committee will also consider the underlying
financial performance of the business (as well as the value added to shareholders) in adjudicating the final overall PSP vesting level.
Measure
Weighting
(% of award)
Below threshold
(0% vesting)
Threshold
(25% vesting)
Maximum
(100% vesting)
Cumulative Adjusted EPS (FY25 + FY26 + FY27) 32.5% Below 42.7p 42.7p 47.4p
FY27 ROIC 32.5% Below 13.8% 13.8% 15.4%
Relative TSR vs. bespoke group of sector peers
1
30.0% Below median Median Upper quartile
Scope 1 and 2 Carbon Emissions Reduction
(FY27 vs. FY24 baseline) 5.0% Less than 19.0% 19.0% 21.2%
1. Performance will be assessed over the period FY25 to FY27, relative to the following bespoke group of sector peers: A.G. Barr; Bakkavor; Britvic; C&C; Carr’s; Cranswick; Glanbia;
Greggs; Hilton Food; Kerry Group; Premier Foods; SSP Group; and Tate & Lyle.
The award will vest three years from the date of grant, subject to meeting the performance conditions and continued employment, and a
two-year holding period will apply post-vesting. Malus and clawback provisions will apply both prior to vesting and during the holding period.
Vested awards may not be sold during the two-year holding period post-vesting except to cover tax liabilities.
Non-Executive Director fees in FY25
Non-Executive Director fees are determined by the Board Chair and the Executive Directors, with the exception of the fee for the Board
Chair, which is determined by the Committee. Basic fees shall not exceed the limit as set out in the Articles of Association and approved by
shareholders. The fees were reviewed in November 2024, having been last reviewed in 2021 (for Non-Executive Directors) and 2022 (for
the Board Chair), with an increase of 3.25% agreed in relation to the basic fee for Non-Executive Directors, the Board Chair’s basic fee and
additional fee, but all other additional fees remaining unchanged. The full year equivalent fees are set out in the table below:
FY24 FY23
Basic fee
Board Chair €80,535 €78,000
Non-Executive Director €80,535 €78,000
Additional fees
Board Chair €17 7,590 €172,000
Senior Independent Director €16,500 €16,500
Audit and Risk Committee Chair €16,500 €16,500
Remuneration Committee Chair €12,000 €12,000
Nomination and Governance Committee Chair €10,000 €10,000
Sustainability Committee Chair €10,000 €10,000
Relative importance of spend on pay
The table below illustrates shareholder distributions (i.e. dividends and share buybacks) and total employee pay for FY24 and FY23, and the
year-on-year change.
FY24
(£’000)
FY23
(£’000)
Percentage
change
Distribution to shareholders
1
49,400 26,200 88.5%
Total employee pay 415,200 398,600 4.2%
1. The Group did not pay dividends to shareholders in FY24. During FY24, the Company purchased a total of 35,038,763 Ordinary Shares (FY23: 33,382,718) under the share buyback
programmes in operation during FY24, returning a total of approximately £49.4m in cash to shareholders (FY23: £26.2m).
Annual Report on Remuneration continued
101Strategic Report | Directors’ Report | Financial Statements | Other Information
Historical TSR performance and remuneration outcomes for the CEO
The graph below compares the Company’s TSR against the FTSE All-Share Index and the FTSE 250 Index over a period of 10 financial years
up to 27 September 2024. It reflects the change in a hypothetical £100 holding in shares. The FTSE 250 Index has been used to be consistent
with the approach used in previous years and as the Company has been a constituent of this index for much of the period under review. For
completeness, the FTSE All-Share Index has been shown to provide an alternative reference point.
£150
£50
£100
£200
Sep
14
Sep
15
Sep
16
Sep
17
Sep
18
Sep
22
Sep
24
Sep
23
Sep
21
Sep
20
Sep
19
£0
Greencore FTSE 250 Index FTSE All-Share Index
The table below illustrates the CEO’s single figure of total remuneration over the same ten financial year period to 27 September 2024.
Chief Executive Officer
1
FY15 FY16 FY17 FY18 FY19 FY20 FY21 FY22 FY23 FY24
Single figure (€’000) €5,038 €3,131 €1,670 €1,414 €2,453 €1,120 €1,166 €935 €1,672 €1,877
Annual bonus outcome 73% 83% 22% 18% 35% 0% 0% n/a 82% 96%
PSP vesting 92% 79% 35% 0% 50% 0% 0% n/a n/a n/a
1. FY15–FY21 relates to Patrick Coveney. For FY22 this represents remuneration paid to Patrick Coveney (until he resigned from the Company), Gary Kennedy in respect of his role as
Executive Chair and Dalton Philips (from appointment to the Board). Patrick Coveney, Gary Kennedy and Dalton Philips were not eligible to participate in the FY22 ABP and Patrick
Coveney’s in-flight PSP awards lapsed on his resignation from the Company (Gary Kennedy and Dalton Philips did not participate in the FY20 PSP). FY23 and FY24 remuneration
reflects that received by Dalton Philips.
External appointments
We recognise the opportunities and benefits both to the Company and to the Executive Directors of their serving as Non-Executive Directors
of other companies. Executive Directors are generally permitted to take on one non-executive directorship with another publicly listed
company or other significant commitment subject to the approval of the Board. Any fees arising from these or other appointments will
generally be retained by the individual.
CEO pay ratio
The table below shows the ratio of CEO pay for FY24 comparing the single total figure of remuneration for Dalton Philips (converted into GBP
using the average exchange rate for FY24 of €1: £0.8551), to the full-time equivalent total reward of those colleagues whose pay is ranked at
the 25th, 50th and 75th percentiles in our UK workforce.
The colleagues used to calculate the pay ratios were identified using our 2024 gender pay gap data (Option B). The colleagues at the 25th,
50th and 75th percentiles were identified as at 5 April 2024 and their salary and total remuneration were calculated in respect of the 12 months
ended 27 September 2024. This method is deemed the most appropriate methodology for the Group as it makes use of our gender pay data
which provided a readily available and robust dataset. The Committee is satisfied that these colleagues are representative of the relevant
percentiles across the organisation, as they represent the large majority of our UK workforce receiving basic pay, overtime, holiday pay and
employers’ pension contributions. The resulting pay ratios are set out on page 102:
Year Method 25th percentile 50th percentile 75th percentile
FY24 B 68:1 55:1 50:1
FY23 B 63:1 48:1 43:1
FY22 B 35:1 31:1 27:1
FY21 B 49:1 44:1 35:1
FY20 B 49:1 46:1 40:1
102 Greencore Group plc Annual Report and Financial Statements 2024
Report on Directors’ Remuneration continued
The table below provides the individual remuneration information in relation to our colleagues ranked at the 25th, 50th and 75th percentiles:
Year 25th percentile 50th percentile 75th percentile
FY24 Salary £22,857 £27,104 £31,541
Total pay and benefits £23,547 £29,041 £31,947
The Committee considers colleague pay levels and the resulting pay ratios as one of many reference points when reviewing executive
remuneration. The increase in CEO ratio reflects the positive outcome in the ABP as outlined on pages 96 to 97. The Committee expects the
pay ratio going forward to be driven by fluctuations year-on-year in the CEO single figure to reflect the outcomes of variable remuneration
components, the value of which is aligned to the sustainable, long-term success of the Company. However, the Committee will keep under
review the evolution of the pay ratio over future years in this context, to ensure it remains appropriate.
Outstanding share awards (audited)
Details of the Executive Directors’ existing share awards as at 27 September 2024 in the Company’s share schemes are set out in the table
below:
Date of grant
Number of
options/
awards at
start of year
Granted
during the
year
Vested/
exercised in
the year
Lapsed
during the
year
Number of
options/
awards at
year end
1
Market price
on date of
grant
Exercise
price
Earliest date
of exercise/
vesting
Expiry date/
holding
expiring
date
Dalton Philips
Deferred Bonus Plan
FY24 04.12.2023 – 378,609 – – 378,609 £0.98 – 04.12.26 04.12.26
Performance Share
Plan
FY24 04.12.2023 – 1,113,693 – – 1,113,693 £0.98 – 04.12.26 04.12.28
FY23 08.12.2022 1,548,767 – – – 1,548,767 £0.68 – 08.12.25 08.12.27
Catherine Gubbins
Performance Share
Plan
FY24 22.03.2024 – 458,085 – – 458,085 £1.12 – 22.03.27 22.03.29
1. For the purpose of Section 305 of the Companies Act 2014, the aggregate gain on the exercise of awards during the year ended 27 September 2024 was £Nil (FY23: £332,005 for a
past Director).
Statement of Directors’ shareholding and share interests (audited)
The Company has adopted Executive Director shareholding guidelines whereby all Executive Directors shall build a holding of shares in the
Company equal to 200% of base salary, typically over a five-year period commencing on the date of their appointment to the Board.
As referred to in the 2023 Policy, with effect from January 2020, Executive Directors are also subject to a post-employment shareholding
guideline. Executive Directors will normally be expected to maintain a holding of Greencore shares at a level equal to the lower of the in-post
shareholding guideline or the individual’s actual shareholding for a period of two years from the date the individual ceases to be a Director.
The specific application of this shareholding guideline will be at the Committee’s discretion.
There are currently no shareholding guidelines in place for Non-Executive Directors, however, all Non-Executive Directors are encouraged to
hold shares in the Company.
The table on page 103 shows the beneficial interests of Directors on 29 September 2023 and 27 September 2024 (including the beneficial
interest of their spouses, civil partners, children and stepchildren) in the Ordinary Shares of the Company, as well as unvested awards.
Annual Report on Remuneration continued
103Strategic Report | Directors’ Report | Financial Statements | Other Information
Ordinary Shares
Held at
29 Sept 2023
(or date of
appointment
if later)
Held at
27 Sept 2024
(or date of
departure
if earlier)
Shareholding
requirement
as %
of salary
Shareholding
as %
of salary
1
Shareholding
requirement
met
Scheme
interests
subject to
deferral/
holding
period
2
Scheme
interests
subject to
performance
conditions
3
Share
options
unvested
and not
subject to
performance
conditions
Executive Directors
Dalton Philips
4
195,000 195,000 200% 109% Building 378,609 2,662,460 Nil
Catherine Gubbins
4
n/a – 200% 0% Building – 458,085 Nil
Non-Executive Directors
John Amaechi – – n/a n/a n/a n/a n/a n/a
Sly Bailey 64,504 64,504 n/a n/a n/a n/a n/a n/a
Linda Hickey – 50,000 n/a n/a n/a n/a n/a n/a
Alastair Murray – 70,000 n/a n/a n/a n/a n/a n/a
Anne O’Leary – 50,000 n/a n/a n/a n/a n/a n/a
Helen Rose 98,550 98,550 n/a n/a n/a n/a n/a n/a
Harshitkumar (‘Hetal’) Shah – 40,394 n/a n/a n/a n/a n/a n/a
Leslie Van de Walle 145,000 145,000 n/a n/a n/a n/a n/a n/a
Group General Counsel
and Company Secretary
Damien Moynagh 70,000 70,000 n/a n/a n/a n/a n/a n/a
1. Calculated based on FY24 salaries and the average share price between 1 July 2024 and 27 September 2024 of £1.7893 which has then been converted into euro using the average
exchange rate for FY24 of €1: £1.1695.
2. Includes deferred share awards which are included in the value of the shareholding (on a net of tax basis where these are unvested) and vested shares subject to a holding period under
the PSP where applicable.
3. Includes unvested PSP shares.
4. Dalton Philips and Catherine Gubbins were appointed to the Board on 26 September 2022 and 6 February 2024 respectively. Executive Directors have a period of five years from Board
appointment to reach the shareholding guideline.
Between 27 September 2024 and the date of this Report there have been no changes in the Directors’ shareholdings.
None of the Directors had a material interest in any contract of significance, other than a service contract in the case of Executive Directors,
with the Company or any of its subsidiaries at any time during the period.
Share-based payments
The Group operates a ShareSave Scheme in both Ireland and in the UK, which encourages eligible employees to save in order to buy shares
in the Company. The UK ShareSave Scheme provides a means of saving and gives UK colleagues the opportunity to become shareholders.
Currently, there are approximately 1,500 participants in the UK scheme. In January 2022, the Group awarded £250 worth of Greencore Group
plc shares to every colleague in the Company under a Share Incentive Plan (‘SIP’) (with the exception of Executive Directors). In January 2023,
a Restricted Share Plan (‘RSP’) was approved by shareholders at the AGM, in which certain senior colleagues are eligible to participate. The
Group’s Financial Statements recognise an Income Statement charge in accordance with IFRS 2 Share-based Payment in respect of options
issued under the ShareSave Scheme, and awards granted under the DBP, PSP, RSP and SIP. The related charge in respect of share-based
payments issued to Executive Directors totalled £0.8m (FY23: £0.6m) for the DBP and PSP and further detail is outlined in Note 30 to the
Group Financial Statements. Further detail in respect of all other share schemes is detailed in Note 6 to the Group Financial Statements.
Share awards and share options outstanding under the Company’s DBP, PSP, RSP and all employee plans at 27 September 2024 amounted to
33,858,938 Ordinary Shares (FY23: 33,159,582), made up as follows:
Number of
Ordinary Shares Price range
Normal vesting/
exercise dates
Deferred Bonus Plan 882,740 – 2024-2027
Performance Share Plan 13,910,859 – 2024-2027
ShareSave Scheme
1
: UK 16,004,775 £0.63-£1.36 2024-2027
Share Incentive Plan 1,471,816 – 2025-2027
Restricted Share Plan 1,588,748 – 2024-2026
1. There are currently no options outstanding under the Irish ShareSave Scheme but a scheme will be relaunched during FY25 following the announcement that Allied Irish Bank plc will
assume the role of savings carrier in relation to such schemes.
Funding of equity awards
Executive incentive arrangements are funded by a mix of newly issued shares and shares purchased in the market. Where shares are newly
issued, the Company adheres to the practice of issuing a maximum of 5% of share capital in respect of discretionary schemes and a maximum
of 10% in respect of all share schemes in a rolling 10 year period. At 27 September 2024, there were 9,460,555 shares in the Company’s share
ownership trust (as at 29 September 2023: 7,025,137). Current shareholder dilution is c.2.1% (29 September 2023: 1.5%).
104 Greencore Group plc Annual Report and Financial Statements 2024
Report of the Sustainability Committee
Dear Shareholder,
As Chair of the Sustainability Committee (the
‘Committee’), it is my pleasure to present
the Committee’s report for the financial year
ended 27 September 2024 (‘FY24’).
The Committee is responsible for overseeing
the Group’s Sustainability Strategy and the
performance against short-and longer-term
plans as well as providing progress updates
on sustainability matters to the Board.
The Committee held two scheduled
meetings during the reporting period.
Individual attendance at these meetings
is set out in the table above.
This report outlines how the Committee
discharged the responsibilities delegated
to it by the Board over the course of the
period and the key matters it considered
in doing so.
Role of the Committee
The Committee’s role, authority, duties and
scope are set out in its Terms of Reference
which are available on the Governance
section of our website, www.greencore.com.
Key responsibilities include:
• considering the Group’s Sustainability
Strategy and its implementation, having
regard for key stakeholders;
Membership of the Committee
Committee members Date appointed
Attendance at
scheduled Committee
meetings during FY24
Helen Rose 1 February 2023 2/2
Alastair Murray
1
1 February 2023 1/1
Linda Hickey 25 January 2024 1/1
Harshitkumar (‘Hetal’) Shah 25 January 2024 1/1
John Amaechi
1
1 February 2023 1/1
Sly Bailey
1
1 February 2023 0/1
1. John Amaechi, Sly Bailey and Alastair Murray stepped down from the Committee following the conclusion of the
2024 AGM.
• receiving regular reports from the Group’s
Sustainability team and Plan Owners
in relation to the Group’s sustainability
objectives, procedures and performance;
• reviewing the alignment of the Group’s
Sustainability Strategy with the Group’s
overall business strategy;
• providing the Board with updates
identifying any significant trends or
developments generally in relation to
industry, governance and competition;
and
• reviewing the Group’s performance
against metrics and targets and the
Group’s readiness for upcoming reporting
regulations including the Corporate
Sustainability Reporting Directive (‘CSRD’).
Membership of the Committee
The Committee is comprised of three
Non-Executive Directors, all of whom are
considered by the Board to be independent.
They are all also members of Chapter Zero.
The CEO, CFO, Chief Operating Officer
and Head of Sustainability also attend the
Committee, as well as other Plan Owners,
as required.
Membership of the Committee includes
Board members with solid experience
across the food/retail industry, and relevant
experience across a variety of industries. As
a whole, the Committee possesses the skills
and competence to enable it to effectively
discharge its responsibilities.
Report of the
Sustainability
Committee
“The Committee is focused on
fostering accountability for
execution of our
Better Future Plan
,
promoting shared responsibility
across the business and advancing
resilience against evolving
challenges.”
105Strategic Report | Directors’ Report | Financial Statements | Other Information
Committee priorities for FY25
Much of the Committee’s time in 2024 was
occupied with embedding the ownership
and delivery model and on ensuring our
foundations in areas like data quality and
risk management are robust. In 2025 our
attention will progress to supporting the
accelerated delivery of our priority road
maps in collaboration with our customers
and suppliers. Recognising the importance
and scale of the sustainability agenda, the
Committee will increase the number of
scheduled meetings. We will continue to
monitor progress on plans to comply with
CSRD and any other new requirements
and standards, including oversight of
compliance with the new 2024 UK Corporate
Governance Code.
New trends emerging will be monitored
and we will focus on further developing
our understanding of how climate could
materially impact the business, as well as
the opportunities that may arise.
Helen Rose
On behalf of the Sustainability Committee
2 December 2024
For more information, see our
Sustainability section: page 18
Read more in our 2024
Sustainability Report, available on
www.greencore.com
How the Committee has discharged its responsibilities during FY24
Key area of focus
The Committee has a far-reaching agenda with overall responsibility for oversight of the Group’s sustainability objectives and performance
including progress towards our transformative Better Future Plan. During the year, the Committee was responsible for providing guidance and
supervision of the ongoing implementation of the Group’s Sustainability Strategy. We covered a number of areas including, but not limited to:
Monitoring performance
In reviewing progress on delivering our strategy we:
• reviewed progress against all KPIs;
• carried out a focused review on progress of our 2025 commitments; and
• reviewed progress against executive performance objectives.
Accelerating pace of delivery
When reviewing the capability of the Group to deliver on its strategy, the Committee:
• considered and debated progress on embedding the plan ownership model and the
development of the 10 priority roadmaps;
• discussed the next steps required to develop the roadmaps into detailed transition plans;
and
• reviewed communication and training plans to deepen knowledge and awareness across
the Group.
Governance
To ensure the Committee remains effective we:
• annually review the terms of reference of the Committee. This year the review resulted in
amendments to the Terms of Reference of both the Committee and the Audit and Risk
Committee, in particular, to reflect shared responsibilities in relation to sustainability-
related risks, controls and disclosures; and
• undertook an external evaluation of the Board and its Committees, the results of which
considered the Committee was operating effectively.
Data quality and assurance
Increasingly our sustainability data needs to be similarly robust to our financial data. We remain
focused on improving our data quality and to this end we:
• considered the results of an internal audit into sustainability data quality and tracked actions
identified to completion; and
• tracked progress on the ability to report all KPIs including those previously not reported due
to data quality issues.
Reporting requirements
As legal and regulatory requirements continue to evolve at pace, we:
• considered plans to prepare for reporting under the CSRD framework ensuring necessary
resources were in place;
• reviewed and approved the 2023 Sustainability Report and TCFD disclosures; and
• reviewed and tracked proposals by Deloitte for the improvements to our TCFD disclosures.
Applicable in FY24.
Future trends and training
In order to ensure we remain up to date, we:
• examined trends and developments in the food industry, with climate risk in particular
receiving focus; and
• undertook external training in relation to the Transition Plan Taskforce Disclosure
Framework, considering key components of a credible transition plan, including reviewing
the specific guidance for the food and beverage industry.
106 Greencore Group plc Annual Report and Financial Statements 2024
Other statutory disclosures
Principal activities, results and review of business
Greencore is a leading manufacturer of convenience foods in the UK and our purpose is to make every day taste better. We supply all of the
major supermarkets in the UK. We also supply convenience and travel retail outlets, discounters, coffee shops, food service and other retailers.
We have strong market positions in a range of categories including sandwiches, salads, sushi, chilled snacking, chilled ready meals, chilled
soups and sauces, chilled quiche, ambient sauces and pickles, and frozen Yorkshire Puddings.
In FY24 we manufactured 748m sandwiches and other food to go products, 125m chilled ready meals, 204m jars of cooking sauces, dips and
table sauces, and 42m chilled soups and sauces. We carry out more than 10,500 direct to store deliveries each day. We have 16 manufacturing
sites in the UK, with industry-leading technology and supply chain capabilities. The Group employs c.13,300 people and is headquartered in
Dublin, Ireland. Greencore’s shares are listed on the London Stock Exchange and are included in the FTSE 250.
The Group’s performance and development activity is summarised in the Operating and financial review set out on pages 40 to 43.
The Group Income Statement, which is set out on page 122, details the Group’s results for FY24. The Group reported Adjusted Operating
Profit for the year of £97.5m (FY23: £76.3m). Profit after tax for the financial year was £46.3m (FY23: £35.9m).
Dividends
The Directors are proposing a final dividend of 2.0 pence per share. Subject to shareholder approval at the Company’s AGM, the proposed
final dividend of 2.0 pence per share will be paid on 6 February 2025 to ordinary shareholders on the Company’s register at 5.00 p.m. on
10 January 2025.
Future developments
While we have made significant progress, there is more to be done to rebuild profitability. As part of this, we recognise that we face several
challenges in the external environment that will need to be addressed in the coming year. In FY25, our focus will be to further drive our
commercial and operational excellence programmes and continue progressing our Groupwide technology transformation.
Principal risks and uncertainties
Pursuant to Section 327(1)(b) of the Companies Act 2014, the 2018 UK Corporate Governance Code (the ‘Code’) and DTR 4.1.8R(2), the principal
risks and uncertainties that could affect the Group’s business are set out on pages 47 to 55 and are deemed to be incorporated in this part of the
Directors’ Report.
Principal subsidiaries
The principal subsidiary undertakings are listed in Note 31 to the Group Financial Statements.
Anti-Bribery and corruption
Greencore is committed to the highest standards of honesty and integrity. The Group has a zero-tolerance approach to any form of bribery
or corruption. We provide training on our Anti-Bribery and Corruption Policy, our Gifts and Hospitality Policy, our Corporate Criminal Offence
Policy and our Code of Ethics and Business Conduct Policy, all of which are available internally on our intranet. Bribery and corruption risks are
considered as part of the Internal Audit planning process. Our Anti-Bribery and Corruption Policy Statement and Corporate Criminal Offence
Policy are available on www.greencore.com.
Corporate governance
Statements by the Directors relating to the Group’s application of corporate governance principles, compliance with the principles and
provisions of the Code is set out on pages 60 and 61. The Group’s system of internal controls and the adoption of the going concern basis
in the preparation of the Group Financial Statements are set out on pages 82 to 87.
Greencore Group plc has applied the principles of the Code and complied with the provisions of the Code on a comply or explain basis for
the year ended 27 September 2024.
Greencore Group plc is registered in Ireland and, as an Irish incorporated company, it is not subject to the UK executive remuneration
requirements as set out in the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, as updated.
Greencore Group plc is listed on the main market of the London Stock Exchange, and so it is not a ‘traded PLC’ for the purposes of Section
1110N of the Companies Act 2014. Nonetheless, in order to ensure transparency for all of our stakeholders, we have sought to comply
with these requirements on a voluntary basis in respect of the members of the Board to the extent possible under Irish law. The Report on
Directors’ Remuneration is contained on pages 88 to 103.
Task force on Climate-related Financial Disclosures (‘TCFD’) reporting
The Company’s compliance with the TCFD recommendations and recommended disclosures pursuant to UK Listing Rule 9.8.6R is set out on
pages 26 to 35.
Non-financial information statement
Pursuant to the European Union (Disclosure of Non-Financial and Diversity Information by certain large undertakings and groups) Regulations
2017 (‘Regulations’), the Group is required to report on certain non-financial information to provide an understanding of its development,
performance, position and the impact of its activities, relating to, at least, environmental matters, social matters, employee matters, respect for
human rights, and bribery and corruption. We have set out the location of the information required by the Regulations to be included in this
Annual Report in the table on the next page. Each referenced section of the Annual Report is deemed to form part of this Directors’ Report.
107Strategic Report | Directors’ Report | Financial Statements | Other Information
Reporting requirements Policies and programmes that govern our approach Location of information in this Annual Report
Environmental matters
• Code of Ethics and Business Conduct
• Responsible Sourcing of Soy Policy
• Responsible Sourcing Code of Conduct Policy
Other statutory disclosures on page 106
Sustainability section on pages 18 to 35
Non-financial KPIs on pages 38 and 39
Communities
• Code of Ethics and Business Conduct
• Community Policy
• Environmental Health and Safety Policy
Other statutory disclosures on page 106
Sustainability section on page 25
Social and employee matters
• Code of Business Practice
• Code of Ethics and Business Conduct
• Whistleblowing and Speak Up Policy
Sustainability section on pages 24 and 25
Other statutory disclosures on page 106
Human rights
• Code of Ethics and Business Conduct
• Human Rights Policy
• Modern Slavery and Human Trafficking
Transparency Statement
Other statutory disclosures on page 106
Sustainability section on pages 21 to 25
Anti-bribery and corruption
• Anti-Bribery and Corruption Policy Statement
• Code of Ethics and Business Conduct
• Corporate Criminal Offence Policy
• Gifts and Hospitality Policy
Other statutory disclosures on page 106
Prevention of modern slavery
• Code of Ethics and Business Conduct
• Modern Slavery and Human Trafficking
Transparency Statement
Other statutory disclosures on page 106
Sustainability section on pages 21 to 25
Diversity
• Group Inclusion and Diversity Policy
• Board Diversity Policy
• Code of Ethics and Business Conduct
Sustainability section on pages 24 and 25
Report of the Nomination and Governance
Committee on page 81
Other statutory disclosures on page 106
Whistleblowing
• Code of Ethics and Business Conduct
• Whistleblowing and Speak Up Policy
Report of the Audit and Risk Committee on
pages 86 and 87
Other statutory disclosures on page 106
Business model
– Business model on pages 8 and 9
Non-financial Key Performance Indicators
– Non-financial KPIs on pages 38 and 39
Principal risks
– Risk and risk management section on
pages 48 to 55
In addition to the information required by the Regulations, the Group publishes a comprehensive Sustainability Report annually which details
our Sustainability Strategy, environmental and governance responsibilities and commitment to social matters. The 2024 Sustainability Report
will be released and available to view on our website www.greencore.com from 9 December 2024.
Shareholders’ meetings
The Company operates under the Irish Companies Act 2014 (‘Act’). The Act provides for two types of shareholder meetings: the Annual
General Meeting (‘AGM’), with all other general meetings being called an Extraordinary General Meeting (‘EGM’).
The Company must hold a general meeting each year as its AGM, in addition to any other general meetings held in that year. Not more than
15 months may elapse between the date of one AGM and the next. EGMs can also be convened at the request of members holding not less
than 5% of the voting share capital of the Company. The notice period for an AGM and an EGM to consider any special resolution (a resolution
which requires a 75% majority vote, not a simple majority) is 21 days.
A member or a group of members holding at least 3% of the issued share capital of the Company which carries voting rights has the right
to put an item on the agenda of an AGM, provided the member(s) exercise(s) that right within the prescribed time period, or to table a draft
resolution for an item on the agenda of a general meeting.
No business shall be transacted at any general meeting unless a quorum is present at the time when the meeting proceeds to business. Two
members present in person or by proxy and entitled to vote shall be a quorum. Only those shareholders registered on the Company’s register
of members at the prescribed record date, being a date not more than 72 hours before the general meeting to which it relates, are entitled to
attend and vote at a general meeting.
Under the Act, ordinary resolutions may be passed by a majority of votes cast in favour, while special resolutions require a 75% majority of
votes cast in favour. Any shareholder who is entitled to attend, speak and vote at a general meeting is entitled to appoint one or more proxies
to attend, speak and vote on their behalf. A proxy need not be a member of the Company. Resolutions are voted on by either a show of hands
of those shareholders attending in person or by proxy, or, if validly requested, by way of a poll.
108 Greencore Group plc Annual Report and Financial Statements 2024
Other statutory disclosures continued
The business of the Company is managed by the Directors who may exercise all the powers of the Company unless they are required to be
exercised by the Company in a general meeting. Matters reserved to shareholders in general meetings include the election of Directors, the
declaration of final dividends on the recommendation of the Directors, the fixing of the remuneration of the external auditor, amendments to
the Articles of Association, measures to increase or reduce the ordinary share capital and the authority to issue shares.
Notice of general meetings and special business
The notice of the 2025 AGM, together with details of special business to be considered at the meeting, will be circulated to shareholders
during December 2024.
Share capital
As at 29 September 2023, there were 483,453,842 Ordinary Shares in issue. In FY24, 725,468 (FY23; nil) Ordinary Shares were issued under the
Company’s ShareSave Schemes.
On 24 May 2022, the Company announced its intention to recommence value return of up to £50m over the following two years consistent
with the Group’s capital management policy. Between 10 October 2023 and 22 February 2024, 15,438,604 Ordinary Shares in the Company
were repurchased on the London Stock Exchange for cancellation, completing the £50m share buyback programme.
On 21 May 2024, the Company announced its intention to commence a new share buyback programme (‘Programme’) with an aggregate
value of up to £30m which was extended by £10m, i.e. a maximum aggregate value of up to £40m, in August 2024.
The table below sets out the ordinary shares purchased under the share buyback programmes during FY24. See Note 25 to the Consolidated
Financial Statements for further details.
Month
Total number
of share buyback
purchases
Weighted
average price
paid per share (£)
October 2023 2,822,259 0.8789
November 2023 2,484,747 0.9557
December 2023 1,752,609 0.9721
January 2024 4,131,694 0.9980
February 2024 4,247,295 1.0166
May 2024 938,698 1.6779
June 2024 5,207,630 1.6773
July 2024 7,333,139 1.7813
August 2024 3,315,910 1.7655
September 2024 2,804,782 1.8228
Total 35,038,763 1.4081
As at 27 September 2024, Greencore’s issued ordinary share capital consisted of 449,385,547 Ordinary Shares with voting rights.
In the current financial year, the Company purchased 35,038,763 Ordinary Shares with voting rights for a total cost of £49.4m. Of these
purchases, 245,000 were cancelled post financial year end. Between 28 September 2024 and 11 November 2024, the Company purchased
and cancelled 2,773,443 Ordinary Shares under the Programme, returning £5.6m to shareholders.
One Special Share of €1.26 exists in the share capital of the Company. The Articles of Association provide that the Special Share may be
held only by, or transferred only to, the Minister for Agriculture, Food and the Marine or some other person appointed by the Minister. Under
the Articles of Association, the consent of the holder of the Special Share is required in the winding up of the Company. Many of the rights
attached to the Special Share were abolished in 2011.
At the AGM held on 25 January 2024, amongst other resolutions passed:
• shareholders passed a resolution to give the Company, or any of its subsidiaries, the authority to make market purchases and overseas
market purchases of up to 10% of its own shares;
• shareholders gave the Directors authority to allot shares up to a maximum nominal amount equal to approximately 33% of the aggregate
nominal value of the issued ordinary share capital of the Company;
• shareholders gave authority to Directors to disapply pre-emption rights; and
• shareholders gave authority to Directors to re-allot shares purchased by the Company and not cancelled as treasury shares.
At the forthcoming AGM scheduled to take place on 30 January 2025 (‘2025 AGM’), amongst other resolutions, Directors will seek:
• authority to make market purchases or overseas market purchases of up to 10% of its own shares. If approved, any purchases will be made
only at price levels which the Directors consider to be in the best interests of the shareholders generally, taking into consideration the
Group’s overall financial position;
• approval to declare a final dividend for the year ended 27 September 2024 of 2.0 pence for each Ordinary Share in the capital of the Company;
• approval to allot relevant shares up to an amount equal to approximately 33% of the aggregate nominal value of the issued ordinary share
capital of the Company;
• approval to disapply the statutory pre-emption provisions relating to the issue of new equity for cash until the date of the AGM to be held in
2026, or 30 April 2026, whichever is earlier; and
109Strategic Report | Directors’ Report | Financial Statements | Other Information
• authority to re-allot shares purchased by the Company and not cancelled as treasury shares. If the resolution is passed, the authority will
expire on the earlier date of the AGM in 2026 or 30 April 2026 and the minimum price at which treasury shares may be re-allotted shall be
set at the nominal value of the share where such a share is required to satisfy an obligation under an employee share scheme or, in all other
cases, an amount equal to 95% of the then market price of such shares and the maximum price at which treasury shares may be re-allotted
shall be set at 120% of the then market price of such shares.
Memorandum and Articles of Association
The Company’s Memorandum and Articles of Association set out the objects and powers of the Company. The Articles of Association detail
the rights attaching to shares, the method by which the Company’s shares can be purchased or reissued, the provisions which apply to the
holding of and voting at general meetings and the rules relating to the Directors, including their appointment, retirement, re-election, duties
and powers. The Company’s Articles of Association may be amended by a special resolution passed by the shareholders at an AGM or EGM of
the Company. The Company’s Articles of Association were last amended at the 2021 EGM, and a copy can be obtained from the Company’s
website, www.greencore.com.
Directors’ interests in the Ordinary Shares at 27 September 2024
The interests of Directors and Group General Counsel and Company Secretary in the shares of the Company are set out in the Report on
Directors’ Remuneration. The Directors and Group General Counsel and Company Secretary have no beneficial interests in any of the Group’s
subsidiary or associated undertakings.
Going concern and viability statement
The going concern and viability statements set out on page 56 are deemed to be incorporated in this section of the Directors’ Report.
Directors’ compliance statement
The Directors acknowledge that they are responsible for securing compliance by the Company of its relevant obligations as defined in the
Companies Act 2014 (‘Relevant Obligations’). The Directors further confirm that there is a compliance policy statement in place setting out
the Company’s policies which, in the Directors’ opinion, are appropriate to ensure compliance with the Company’s Relevant Obligations.
The Directors also confirm that appropriate arrangements and structures are in place which, in the Directors’ opinion, are designed to secure
material compliance with the Company’s Relevant Obligations. For the year ended 27 September 2024, the Directors, with the assistance of
Internal Audit, conducted a review of the arrangements and structures in place. In discharging their responsibilities under Section 225 of the
Companies Act 2014, the Directors relied on the advice of persons who the Directors believe have the requisite knowledge and experience to
advise the Company on compliance with its Relevant Obligations.
Directors for year ended 27 September 2024
The names of each of the current Directors and a short biographical note on each Director appear on pages 62 and 63.
At the conclusion of the AGM on 25 January 2024, Sly Bailey retired from her role as Senior Independent Director and Workforce Engagement
Director, John Amaechi also retired from his role as Non-Executive Director. On 6 February 2024 Catherine Gubbins joined the Board as
Executive Director and Chief Financial Officer.
In accordance with the Company’s Articles of Association and Provision 18 of the Code, each of the Directors individually retire at each AGM
of the Company and, where appropriate, submit themselves for re-election. No reappointment is automatic and all Directors who intend
to submit themselves for re-election are subject to a full and rigorous evaluation. One of the main purposes of the evaluation is to assess
each Director’s suitability for re-election. If a Director is not deemed to be effective in carrying out his or her required duties, the Board will
not recommend that Director for re-election. In line with the Code, in the year under review, each Director, and the Board as a whole, were
subject to an external evaluation. Details of the Board evaluation can be found on pages 76 to 77. Following on from the evaluation, the Board
Chair and Board are pleased to recommend for re-election each of those Directors who intend to seek reappointment at the forthcoming
AGM as they continue to be effective and remain committed to their role on the Board.
Significant shareholdings
At 27 September 2024, the Company has been advised of the following notifiable interests in its ordinary share capital:
Shareholder
Notified
shareholding as
at 27 September
2024
Percentage of
total Ordinary
Shares in issue
Oasis Management Company Ltd. 46,167,228 10.27
Polaris Capital Management LLC 45,528,206 10.13
Rubric Capital Management LP 27,415,831 6.10
UBS Group AG 23,253,620 5.17
Brandes Investment Partners, L.P. 22,522,624 5.01
The Goldman Sachs Group 17,720,511 3.94
FIL Limited 14,211,129 3.16
BlackRock 14,063,902 3.13
At 26 November 2024, the Company has been advised of the following notifiable interests in its ordinary share capital:
110 Greencore Group plc Annual Report and Financial Statements 2024
Other statutory disclosures
Shareholder
Notified
shareholding as
at 26 November
2024
Percentage of
total Ordinary
Shares in issue
Oasis Management Company Ltd. 49,566,947 11.10
Polaris Capital Management LLC 45,528,206 10.19
Rubric Capital Management LP 27,415,831 6.14
UBS Group AG 24,159,670 5.41
Brandes Investment Partners, L.P. 22,522,624 5.04
The Goldman Sachs Group 18,911,304 4.23
FIL Limited 14,211,129 3.18
Blackrock 14,063,902 3.15
Other than these holdings, the Company has not been notified as at 26 November 2024 of any interest of 3% or more in its ordinary share capital.
Accounting records
The Directors believe that they have complied with the requirements of Sections 281 to 285 of the Companies Act 2014 with regard to
maintaining adequate accounting records by employing accounting personnel with appropriate expertise and by providing adequate
resources to the Finance function. The accounting records of the Company are maintained at the Company’s registered office address
at Fourth Floor, Block Two, Dublin Airport Central, Dublin Airport, Swords, Dublin, K67 E2H3, Ireland.
Research and development
The Group continued its research and development programme in relation to its principal activities during the year under review. Further
information is contained in Note 3 to the Group Financial Statements.
Political contributions
The Company made no political contributions which are required to be disclosed under the Electoral Act, 1997 (as amended).
Audit and Risk Committee
The Company has an Audit and Risk Committee, the members of which are set out on page 82.
Auditor
Deloitte Ireland LLP (‘Deloitte’) were appointed as external auditor in January 2019. At the AGM of the Company on 25 January 2024, under an
advisory resolution, the shareholders approved the reappointment of Deloitte as external auditor for its sixth year. Under Irish legislation, the
Company’s external auditor is automatically reappointed each year at the AGM unless the meeting passes a resolution to appoint a different
auditor or provides that the existing external auditor shall not be reappointed or, alternatively, if the auditor expresses its unwillingness to
continue in office. At the 2025 AGM, the Company intends to once again put an advisory resolution before shareholders in respect of the
continuation in office of Deloitte as external auditor.
As required under Section 381(1)(b) of the Companies Act 2014, a resolution authorising the Directors to determine the remuneration of the
external auditor will be proposed at the 2025 AGM.
Disclosure of information to the auditor
Each of the Directors individually confirm that:
• insofar as they are aware, there is no relevant audit information of which the Company’s statutory auditor is 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 Company’s statutory auditor is aware of such information.
The referenced sections are deemed to be incorporated within this Directors’ Report.
On behalf of the Board
Leslie Van de Walle Dalton Philips
Board Chair Director
Dublin
2 December 2024
111Strategic Report | Directors’ Report | Financial Statements | Other Information
Statement of Directors’ Responsibilities
The Directors are responsible for preparing
the Annual Report and Financial Statements
in accordance with applicable law and
regulations.
Company law requires the Directors to
prepare financial statements for each
financial year. Under that law the Directors
are required to prepare the Group Financial
Statements in accordance with International
Financial Reporting Standards (‘IFRS’) as
adopted by the European Union (‘EU’) and
with those parts of the Companies Act
2014 applicable to companies reporting
under IFRS. The Directors have elected to
prepare the Company Financial Statements
in accordance with FRS 101: Reduced
Disclosure Framework issued by the Financial
Reporting Council together with the
Companies Act 2014.
Under company law, Directors shall not
approve the Group and Company Financial
Statements unless they are satisfied that
they give a true and fair view of the assets,
liabilities and financial position of the Group
and Company respectively and of the
Group’s profit or loss for that financial year.
In preparing these Group and Company
Financial Statements, the Directors are
required to:
• select suitable accounting policies and
apply them consistently;
• make judgements and estimates that are
reasonable and prudent;
• state that the Group Financial Statements
have been prepared in accordance with
IFRS as adopted by the EU and as applied
in accordance with the Companies
Act 2014 and the Company Financial
Statements have been prepared in
accordance with FRS 101 together with
the Companies Act 2014;
• assess the Company and the Group’s
ability to continue as a going concern,
disclosing, as applicable, matters related
to going concern; and
• prepare the financial statements on
the going concern basis, unless it is
inappropriate to presume that the Group
or Company will continue in business.
The Directors are also required by the
Disclosure Guidance and Transparency
Rules of the UK Financial Conduct Authority
(the ‘Transparency Rules’) to include a
management report containing a fair review
of the business and a description of the
principal risks and uncertainties facing
the Group.
The Directors are responsible for keeping
adequate accounting records which disclose
with reasonable accuracy at any time the
assets, liabilities, financial position and
profit or loss of the Group and Company
and which enable them to ensure that the
Financial Statements of the Group and
Company comply with the provisions of
the Companies Act 2014. The Directors are
also responsible for taking all reasonable
steps to ensure such records are kept by the
Group’s subsidiaries which enable them to
ensure that the Financial Statements of the
Group comply with the provisions of the
Companies Act 2014. They are responsible
for such internal controls as they determine
is necessary to enable the preparation of
Financial Statements that are free from
material misstatement, whether due to fraud
or error, and have general responsibility for
safeguarding the assets of the Company and
the Group, and hence for taking reasonable
steps for the prevention and detection of
fraud and other irregularities. The Directors
are also responsible for preparing a Directors’
Report that complies with the requirements
of the Companies Act 2014.
Furthermore, the Directors are responsible
for the maintenance and integrity of
corporate and financial information
included on the Group’s website
(www.greencore.com). Legislation in
Ireland concerning the preparation and
dissemination of financial statements may
differ from legislation in other jurisdictions.
In accordance with the 2018 UK Corporate
Governance Code (the ‘Code’), the Directors
must provide an explanation of their
responsibility for preparing the Annual
Report and Financial Statements and
state, having taken all relevant matters into
consideration, whether they consider that
the Annual Report and Financial Statements,
taken as a whole, is fair, balanced and
understandable and provides shareholders
with the information necessary to assess
the Group’s position, performance, business
model and strategy.
The Directors confirm that they have
complied with the above requirements
in preparing the Annual Report and
Financial Statements.
Responsibility statement in regard
to Annual Report
Each of the Directors, whose names and
functions are listed on pages 62 and 63 of
this Annual Report and Financial Statements,
confirm that, to the best of each person’s
knowledge and belief:
as required by the Transparency Rules:
• the Group Financial Statements, prepared
in accordance with IFRS as adopted
by the EU and the Company Financial
Statements prepared in accordance with
FRS 101: Reduced Disclosure Framework,
give a true and fair view of the assets,
liabilities, financial position of the Group
and Company at 27 September 2024
and the profit of the Group for the year
then ended;
• the Directors’ Report contained in this
Annual Report and Financial Statements
includes a fair review of the development
and performance of the business and
the position of the Group and Company,
together with a description of the
principal risks and uncertainties that they
face; and
as required by the Code:
• this Annual Report and Financial
Statements, taken as a whole, is fair,
balanced and understandable and
provides the information necessary
for shareholders to assess the Group’s
position, performance, business model
and strategy.
On behalf of the Board
Leslie Van de Walle
Board Chair
Dalton Philips
Director
Dublin
2 December 2024
112 Greencore Group plc Annual Report and Financial Statements 2024
Focusing on
delivering
growth
every year
Financial Statements
Independent Auditor’s Report 114
Group Income Statement 122
Group Statement of Comprehensive Income 123
Group Statement of Financial Position 124
Group Statement of Cash Flows 125
Group Statement of Changes in Equity 126
Notes to the Group Financial Statements 128
Company Statement of Financial Position 170
Company Statement of Changes in Equity 171
Notes to the Company Financial Statements 172
Other Information
Alternative Performance Measures 177
Corporate Information 183
Revenue
£1,807.1m
FY23: £1,913.7m
Adjusted Operating Profit
£97.5m
FY23: £76.3m
Profit before taxation
£61.5m
FY23: £45.2m
113Strategic Report | Directors’ Report | Financial Statements | Other Information
We have over...
1,600
products
across...
20
categories
We care deeply about the experience we deliver
to consumers and take great care in assuring
food quality, from the nutritional value, colour
and texture to the packaging it reaches them in.
114 Greencore Group plc Annual Report and Financial Statements 2024
Independent Auditor’s Report
to the members of Greencore Group plc
Report on the audit of the financial statements
Opinion on the financial statements of Greencore Group plc (the ‘company’)
In our opinion the Group and the Company financial statements:
• give a true and fair view of the assets, liabilities and financial position of the Group and the Company as at 27 September 2024 and of the
profit of the Group for the financial year then ended; and
• have been properly prepared in accordance with the relevant financial reporting frameworks and, in particular, with the requirements of the
Companies Act 2014.
The financial statements we have audited comprise:
The Group financial statements:
• the Group Income Statement;
• the Group Statement of Comprehensive Income;
• the Group Statement of Financial Position;
• the Group Statement of Cash Flows;
• the Group Statement of Changes in Equity; and
• the related notes 1 to 33, including material accounting policy information as set out in Note 1.
The Company financial statements:
• the Company Statement of Financial Position;
• the Company Statement of Changes in Equity; and
• the related notes 1 to 13, including material accounting policy information as set out in Note 1.
The relevant financial reporting framework that has been applied in the preparation of the Group financial statements is the Companies Act
2014 and IFRS Accounting Standards as issued by the International Accounting Standards Board (IASB) and as adopted by the European Union
(‘IFRS’) (‘the relevant financial reporting framework’).
The relevant financial reporting framework that has been applied in the preparation of the Company financial statements is the Companies
Act 2014 and FRS 101 ‘Reduced Disclosure Framework’ issued by the Financial Reporting Council (‘the relevant financial reporting framework’).
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (Ireland) (ISAs (Ireland)) and applicable law. Our responsibilities
under those standards are described below in the ‘Auditor’s responsibilities for the audit of the financial statements’ section of our report.
We are independent of the Group and Company in accordance with the ethical requirements that are relevant to our audit of the financial
statements in Ireland, including the Ethical Standard issued by the Irish Auditing and Accounting Supervisory Authority, as applied to listed
entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
115Strategic Report | Directors’ Report | Financial Statements | Other Information
Summary of our audit approach
Key audit matters
The key audit matters that we identified in the current year were:
• Impairment of Goodwill.
• Recoverability of Investment in Subsidiary Undertakings (Company only Key Audit Matter).
Within this report, any new key audit matters are identified with
and any key audit matters which are the same as
the prior year identified with
.
Materiality
The materiality that we used for the Group in the current year was £3.2m which was determined on the basis of Profit
before tax and exceptional items representing approximately 5% of this benchmark (2023: £3m, representing 0.7% of
Net Assets).
The materiality that we used for the Company in the current year was £1.4m which was determined on the basis of
Net Assets representing 0.5% of this benchmark. (2023: £1.65m, representing 0.5% of Net Assets).
Scoping
We determined the scope of our Group audit by obtaining an understanding of the Group and its environment and
assessing the risks of material misstatement at the Group level.
Our audit scoping provides coverage of 100% of revenue, and 99.89% of net assets (2023: of 100% of revenue, and
99.89% of net assets).
Significant changes
in our approach
For Group materiality, we updated our basis of materiality from 0.7% of Net Assets to 5% of profit before taxation
and exceptional items based on our assessment of what the users of the financial statements determine as material,
the future economic outlook and the stability in the performance of the Group, resulting in profit before taxation
and exceptional items being a more appropriate indicator of the Group’s performance. This is also the benchmark
traditionally considered for listed entities.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the Directors’ use of the going concern basis of accounting in the preparation
of the financial statements is appropriate.
Our evaluation of the Directors’ assessment of the Group and Company’s ability to continue to adopt the going concern basis of accounting
included:
• We evaluated the design and determined the implementation of the relevant controls in place over the Directors’ review of the going
concern cash flow projections and various scenarios.
• We challenged the Directors’ assumptions used in their going concern assessment, the basis for their evaluation and inclusion of
sensitivities to incorporate the risks and uncertainties related to macro-economic factors such as supply chain disruption, labour
challenges, inflationary pressures, and climate risk on future trading.
• We have evaluated the Directors’ assessment of the risks and uncertainties related to macro-economic factors and the adequacy of
disclosures in relation to the specific risks these pose.
• We performed sensitivity analysis using alternative, reasonably possible assumptions and other market trading challenges such as inflation
and recessionary pressures. We compared outputs from the Group’s cash flow projections and from our sensitivity analysis to the
Directors’ proforma covenant compliance calculations.
• We evaluated the completeness and accuracy of the disclosures made in the Basis of Preparation Note 1 by reference to the understanding
we had obtained of the Group’s financial performance during 2024, our assessment of Directors’ cash flow projections and our reading of
the Group’s financing agreements.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually
or collectively, may cast significant doubt on the Group and Company’s ability to continue as a going concern for a period of at least twelve
months from when the financial statements are authorised for issue.
In relation to the reporting on how the Group has applied the UK Corporate Governance Code, we have nothing material to add or draw
attention to in relation to the Directors’ statement in the financial statements about whether the Directors considered it appropriate to adopt
the going concern basis of accounting.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report.
116 Greencore Group plc Annual Report and Financial Statements 2024
Independent Auditor’s Report continued
to the members of Greencore Group plc
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of
the current financial year and include the most significant assessed risks of material misstatement (whether or not due to fraud) we identified,
including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of
the engagement team.
These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we
do not provide a separate opinion on these matters.
Impairment of Goodwill
Key Audit Matter description
As stated in Note 12 (Goodwill and intangible assets), the Group held £447.3m (2023: £447.3m) of goodwill as
at 27 September 2024 which represents 37% of the Group’s total assets. The accounting policies in relation to
Goodwill are described in Note 1 (Significant sources of estimation uncertainty) to the financial statements.
Directors’ judgement is required in identifying indicators of impairment, and estimation is required in determining
the recoverable amount of the Group’s cash generating unit (‘CGU’). There is a risk that an impairment of
goodwill has arisen which has not been appropriately identified. As a result, the balances could be overstated
on the Statement of Financial Position at year-end due to the use of inappropriate inputs and assumptions
within the impairment model, in particular the discount rate and the long-term growth rate. This risk relates
to the Group’s Convenience Foods UK CGU as it accounts for 100% of the Group’s goodwill balance.
When a review for impairment is carried out, the recoverable amount of the CGU is compared to its carrying
value. The recoverable amount is determined based on value in use calculations which rely on Directors’
assumptions and estimates of future trading performance. These assumptions and estimates may be
impacted by the continuing risks and uncertainties arising from macro-economic factors such as labour
challenges, inflationary pressures, climate risk and potentially rising interest rates, resulting in reduced
headroom, and potentially impairment in the carrying value of goodwill.
The key assumptions utilised by the Directors in the impairment review are the discount rate and long-term
growth rate. A small change in these specific assumptions could have a significant impact on the value in use
calculation, therefore this is considered a Key Audit Matter.
The Audit and Risk Committee’s discussion of goodwill is set out on page 84.
How the scope of our audit
responded to the key audit
matter
In order to address the Key Audit Matter, our procedures included the following:
We evaluated the design and determined the implementation of the relevant controls in place over the
Directors’ impairment review process.
We, in conjunction with our valuation specialists, evaluated the methodology applied by the Directors in
preparing the value in use calculations and the judgements applied in determining the CGU.
We challenged the underlying key assumptions within the Group’s impairment model, focusing on the discount
rates and long-term growth rate. We challenged the Group’s scenarios with reference to recent performance,
economic and industry forecasts and trend analysis including historic growth rates and market available information.
We also challenged the appropriateness of the Directors’ cash flow projections by comparing them to
historic rates and Group strategic plans.
We assessed the reasonableness of related assumptions used in determining terminal values.
We developed an independent view of the key assumptions used in the model, in particular, the Group
discount rate and long-term growth rate, and benchmarked the rates used by Directors against market
data and comparable organisations. We also assessed any changes made to the impairment model when
calculating the headroom available.
We evaluated the Directors’ sensitivity analysis and performed our own sensitivity analysis on the key
assumptions used.
We evaluated the completeness and accuracy of the disclosures in relation to goodwill and whether they
meet the requirements of the relevant accounting standards.
Key observations
Based on the procedures performed, we have determined the Directors’ assumptions used in the
assessment of the impairment of goodwill are reasonable.
117Strategic Report | Directors’ Report | Financial Statements | Other Information
Recoverability of Investment in Subsidiary Undertakings (Company only Key Audit Matter)
Key audit matter description
As outlined in Note 1 (Significant accounting judgements) and Note 4 (Financial assets) to the Company
financial statements, the recoverable value of the investment in subsidiary undertakings is determined
either based on the total net assets of the subsidiary or a Value in Use (‘VIU’) calculation adjusted to derive
equity value using cash flow projections, long-term growth rate and discount rates. Investment in subsidiary
undertakings is significant and represents over 98% of total assets recorded on the Company Statement of
Financial Position.
Impairments in subsidiary undertakings are determined with reference to the individual subsidiary
undertakings’ recoverable value. Directors’ judgements around valuation of investments in subsidiaries are
considered significant judgements given the magnitude of the investments on the Company Statement
of Financial Position. With limited headroom, changes in judgements resulting in a reduced recoverable
amount could result in a significant impairment in the value of investments in subsidiary undertakings.
Given the significant judgement involved in assessing the recoverable value of the investments held in
subsidiary undertakings, we have considered this to be a Key Audit Matter at the Company level.
The Audit and Risk Committee’s discussion of Investment in Subsidiaries is set out on page 85.
How the scope of our
audit responded to the
key audit matter
In order to address the Key Audit Matter, our procedures included the following:
We evaluated the design and determined the implementation of the relevant controls in place over the
Directors’ impairment review process.
We assessed the recoverable value of subsidiary undertakings for any objective indicators of impairment
and evaluated the accuracy of Directors’ calculations.
We evaluated whether the Directors used the most up to date financial information in their valuation
models and assessed the reasonableness of the assumptions made in determining the recoverable amount
of the investments in subsidiary undertakings.
Key observations
We have no observations that impact on our audit in respect of the recoverability of investment in
subsidiary undertakings.
Our audit procedures relating to these matters were designed in the context of our audit of the financial statements as a whole, and not to
express an opinion on individual accounts or disclosures. Our opinion on the financial statements is not modified with respect to any of the
risks described above, and we do not express an opinion on these individual matters.
118 Greencore Group plc Annual Report and Financial Statements 2024
Independent Auditor’s Report continued
to the members of Greencore Group plc
Our application of materiality
We define materiality as the magnitude of misstatement in the financial statements that makes it probable that the economic decisions of a
reasonably knowledgeable person would be changed or influenced. We use materiality both in planning the scope of our audit work and in
evaluating the results of our work.
Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:
Group financial statements Parent company financial statements
Materiality
£3.2m (2023: £3.0m) £1.40m (2023 £1.65m)
Basis for determining
materiality
Approximately 5% of profit before taxation and
exceptional items (‘PBT&E’) (2023: 0.7% of Net Assets)
Approximately 0.5% of Net Assets (2023: 0.5% of Net
Assets)
Rationale for the
benchmark applied
We have considered profit before taxation and
exceptional items to be the critical component
for determining materiality because it is the most
important measure for the users of the Group’s financial
statements as a measure of profitability and the impact
of exceptional items is excluded to avoid distortion of
the critical component on an annual basis. For Group
materiality, we updated our basis of materiality from
0.7% of Net Assets to 5% of profit before taxation and
exceptional items based on our assessment of what the
users of the financial statements determine as material,
the future economic outlook and the stability in the
performance of the Group, resulting in profit before
taxation and exceptional items being a more appropriate
indicator of the Group’s performance. This is also the
benchmark traditionally considered for listed entities.
We considered Net Assets to be the critical component
for determining materiality because the Company
is a non-trading company, which does not generate
revenues but incurs costs and holds significant
investment values in subsidiaries that are revenue-
generating. Net Assets are of most relevance to the
users of the financial statements.
PBT
Materiality
Group Materiality
£3.2m
Audit and Risk
Committee
reporting threshold
£0.16m
PBT&
E
£71.7m
We set performance materiality at a level lower than materiality to reduce the probability that, in aggregate, uncorrected and undetected
misstatements exceed the materiality for the financial statements as a whole.
Group financial statements Parent company financial statements
Performance materiality
80% (2023: 80%) of Group materiality 80% (2023: 80%) of Company materiality
Basis and rationale
for determining
performance materiality
In determining performance materiality, we considered the following factors:
a. our understanding of the entity and its environment and the impact of various macro-economic factors,
b. the financial performance of the Group and Company since last year,
c. risks identified in relation to potential labour shortages, the rising impact of interest rate and inflation affecting
the trading environment,
d. the nature, volume, and size of misstatements (corrected and uncorrected) in the previous audit,
e. the likelihood of the prior year misstatements reoccurring in the current year audit.
We agreed with the Audit and Risk Committee that we would report to the Committee all audit differences in excess of £0.16m (2023: £0.15m),
as well as differences below that threshold that, in our view, warranted reporting on qualitative grounds. We also report to the Audit and Risk
Committee on disclosure matters that we identified when assessing the overall presentation of the financial statements.
An overview of the scope of our audit
We determined the scope of our Group audit by obtaining an understanding of the Group and its environment, including Group-wide
controls, and assessing the risks of material misstatement at the Group level. In determining our audit scope, we considered the changes
in the Group structure and based on that assessment, we focused our Group audit scope primarily on the audit of 6 trading components
which were subject to a full scope audit and 13 non-trading, investment holding or financing components which were subject to specified
audit procedures where the extent of our testing was based on our assessment of the associated risks of material misstatement and of the
materiality of the component operations to the Group. The remaining components of the Group were subject to analytical procedures.
119Strategic Report | Directors’ Report | Financial Statements | Other Information
These components were selected based on the level of coverage achieved and to provide an appropriate basis for undertaking audit work
to address the risks of material misstatement identified. Our audit work for all components was executed at levels of materiality applicable to
each individual component which were lower than Group materiality and ranged from £1.28m to £2.72m.
At the Group level, we also tested the consolidation process and carried out analytical procedures to confirm our conclusion that there were
no significant risks of material misstatement of the aggregated financial information of the remaining components not subject to a full audit.
100%
9.9%
0.1%
90.0%
Net Assets
Full Scope Audits
Specified Audit
Procedures
Analytical Procedures
Full Scope Audits
Specified Audit
Procedures
Analytical Procedures
Revenue
Revenue Net Assets
Full Scope Audits 100% 90.0%
Specified Audit Procedures 0% 9.9%
Analytical Procedures 0% 0.1%
During the year, the Group audit team, while adopting a hybrid approach of in-person and virtual meetings, attended planning meetings at
a number of significant and non-significant components in all key locations. In addition to attending planning meetings, we sent detailed
instructions to our component audit teams, included them in our team briefings, discussed their risk assessment, attended client planning and
closing meetings, and reviewed their audit working papers.
Other information
The other information comprises the information included in the Annual Report and Financial Statements, other than the financial statements
and our auditor’s report thereon. The Directors are responsible for the other information contained within the Annual Report and Financial
Statements.
Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our
report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with
the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material
inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial
statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material
misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Responsibilities of Directors
As explained more fully in the Statement of Director’s Responsibilities, the Directors are responsible for the preparation of the financial
statements and for being satisfied that they give a true and fair view and otherwise comply with the Companies Act 2014, and for such internal
control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement,
whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Group and the Company’s ability to continue as a going
concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors
either intend to liquidate the Group and the Company or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement,
whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance,
but is not a guarantee that an audit conducted in accordance with ISAs (Ireland) will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected
to influence the economic decisions of users taken on the basis of these financial statements.
A further description of our responsibilities for the audit of the financial statements is located on IAASA’s website at:
https://iaasa.ie/publications/description-of-the-auditors-responsibilities-for-the-audit-of-the-financial-statements/.
This description forms part of our auditor’s report.
120 Greencore Group plc Annual Report and Financial Statements 2024
Independent Auditor’s Report continued
to the members of Greencore Group plc
Extent to which the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our
procedures are capable of detecting irregularities, including fraud is detailed below.
Identifying and assessing potential risks related to irregularities
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and
regulations, we considered the following:
• the nature of the industry and sector, control environment and business performance including the design of the Group and Company’s
remuneration policies, key drivers for Directors’ remuneration, bonus levels and performance targets;
• results of our enquiries of management, legal department, General Counsel and Corporate Secretary and the Audit and Risk Committee
about their own identification and assessment of the risks of irregularities;
• any matters we identified having obtained and reviewed the Group and Company’s documentation of their policies and procedures
relating to:
– identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance;
– detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud;
– the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations;
• the matters discussed among the audit engagement team, component audit teams and relevant internal specialists, including tax,
valuations, pensions and IT, regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.
As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified
the greatest potential for fraud in area of revenue recognition (occurrence, accuracy and cut-off of rebates and discounts). In common with all
audits under ISAs (Ireland), we are also required to perform specific procedures to respond to the risk of management override.
We also obtained an understanding of the legal and regulatory framework that the Group and Company operates in, focusing on provisions
of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements.
The key laws and regulations we considered in this context included the Companies Act 2014, UK Corporate Governance Code 2018, London
Stock Exchange Listing Rules, Irish tax laws and UK tax laws.
In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance
with which may be fundamental to the Group and Company’s ability to operate or to avoid a material penalty. These included the Group’s
food safety and environmental regulations.
Audit response to risks identified
As a result of performing the above, we did not identify any key audit matters related to the potential risk of fraud or non-compliance with laws
and regulations.
Our procedures to respond to risks identified included the following:
• reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant
laws and regulations described as having a direct effect on the financial statements;
• enquiring of management, the Audit and Risk Committee and in-house and external legal counsel concerning actual and potential
litigation and claims;
• performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due
to fraud;
• reading minutes of meetings of those charged with governance and reviewing internal audit reports.
• in addressing the presumed risk of fraud in revenue recognition (rebates and discounts), our procedures included:
– obtaining an understanding of and assessing the design and determining the implementation of relevant controls in place over the
various selling and rebate arrangements within the Group;
– obtaining reconciliations showing the movements on rebates and discounts during the year. On a sample basis, we agreed a number
of rebates and discounts for the year to customer agreements and assessed whether there were any material one off or unusual
transactions during the year;
– considering material adjustments and renegotiations which occurred during the year and reviewed the accounting treatment to ensure
compliance with the requirements of IFRS 15.
• in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other
adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the
business rationale of any significant transactions that are unusual or outside the normal course of business.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members including
internal specialists and component audit teams and remained alert to any indications of fraud or non-compliance with laws and regulations
throughout the audit.
121Strategic Report | Directors’ Report | Financial Statements | Other Information
Report on other legal and regulatory requirements
Opinion on other matters prescribed by the Companies Act 2014
Based solely on the work undertaken in the course of the audit, we report that:
• We have obtained all the information and explanations which we consider necessary for the purposes of our audit.
• In our opinion the accounting records of the Company were sufficient to permit the financial statements to be readily and properly audited.
• The Company Statement of Financial Position is in agreement with the accounting records.
• In our opinion the information given in the Directors’ report is consistent with the financial statements and the Directors’ report has been
prepared in accordance with the Companies Act 2014.
Corporate Governance Statement
The Listing Rules and ISAs (Ireland) require us to review the Directors’ statement in relation to going concern, longer-term viability and the
part of the Corporate Governance Statement relating to the Group’s compliance with the provisions of the UK Corporate Governance Code
specified for our review.
Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate Governance
Statement is materially consistent with the financial statements and our knowledge obtained during the audit:
• the Directors’ statement with regards the appropriateness of adopting the going concern basis of accounting and any material
uncertainties identified, set out on page 56;
• the Directors’ explanation as to its assessment of the Group’s prospects, the period this assessment covers and why the period is
appropriate, set out on page 56;
• the Directors’ statement on fair, balanced and understandable, set out on page 111;
• the board’s confirmation that it has carried out a robust assessment of the emerging and principal risks and the disclosures in the Annual
Report and Financial Statements that describe the principal risks and the procedures in place to identify emerging risks and an explanation
of how they are being managed or mitigated, set out on page 106;
• the section of the Annual Report and Financial Statements that describes the review of effectiveness of risk management and internal
control systems, set out on page 86; and
• the section describing the work of the Audit and Risk committee, set out on page 82 to page 87.
Matters on which we are required to report by exception
Based on the knowledge and understanding of the Group and the Company and its environment obtained in the course of the audit, we have
not identified material misstatements in the Directors’ report.
We have nothing to report in respect of the provisions in the Companies Act 2014 which require us to report to you if, in our opinion, the
disclosures of Directors’ remuneration and transactions specified by law are not made.
Use of our report
This report is made solely to the company’s members, as a body, in accordance with Section 391 of the Companies Act 2014. Our audit work
has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report
and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company
and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
Kevin Sheehan
For and on behalf of Deloitte Ireland LLP
Chartered Accountants and Statutory Audit Firm
Deloitte & Touche House, Earlsfort Terrace, Dublin 2
Date: 2 December 2024
Notes: An audit does not provide assurance on the maintenance and integrity of the website, including controls used to achieve this, and in
particular on whether any changes may have occurred to the financial statements since first published. These matters are the responsibility of
the directors but no control procedures can provide absolute assurance in this area.
Legislation in Ireland governing the preparation and dissemination of financial statements differs from legislation in other jurisdictions.
122 Greencore Group plc Annual Report and Financial Statements 2024

|  |  | 2024* |  |  | 2023* |
|  | Pre- |  |  | Pre- |  |
|  | exceptional | Exceptional | Total | exceptional | Exceptional | Total
| Notes | £m | (Note 7) | £m | £m | (Note 7) | £m
Revenue | 2 | 1 ,8 0 7. 1 | – | 1 , 8 07. 1 | 1 ,91 3 .7 | – | 1 ,91 3 .7
Cost of sales |  | (1 , 2 07. 5) | – | (1 , 2 07. 5) | (1,344. 9) | – | (1,344 . 9)
Gross profit |  | 599.6 | – | 599.6 | 568.8 | – | 568.8
Operating costs before acquisition-related |  |  |  |  |  |  |
amortisation | 3 | (50 0.9) | (10. 2) | (511 . 1) | (491 .4) | (6 .7) | (49 8 .1)
Impairment of trade receivables | 22 | (1 . 2) | – | (1 . 2) | (1 .1) | – | (1 .1)
Group operating profit/(loss) before acquisition |  |  |  |  |  |  |
related amortisation |  | 97. 5 | (10.2) | 8 7. 3 | 76. 3 | (6 .7) | 69. 6
Amortisation of acquisition-related intangibles |  | (3 .0) | – | (3.0) | (3 .6) | – | (3.6)
Group operating profit/(loss) |  | 94.5 | (10. 2) | 84. 3 | 72 .7 | (6 .7) | 66.0
Finance income | 8 | 1 .0 | – | 1 .0 | 0.7 | – | 0.7
Finance costs | 8 | (2 3.8) | – | (23. 8) | (21 . 5) | – | (21 .5)
Profit/(loss) before taxation |  | 71 .7 | (10. 2) | 61 . 5 | 51 .9 | (6 .7) | 45. 2
Taxation | 9 | (16.0) | 0.8 | (15 .2) | (10. 5) | 1.2 | (9. 3)
Profit/(loss) for the financial year attributable to the equity holders |  | 55.7 | (9.4) | 46. 3 | 41 .4 | (5 .5) | 3 5.9
Earnings per share (pence) |  |  |  |  |  |  |
Basic earnings per share | 10 |  |  | 10. 1 |  |  | 7. 2
Diluted earnings per share | 10 |  |  | 9.9 |  |  | 7. 2

* The financial year is the 52 week period ended 27 September 2024 with comparatives for the 52 week period ended 29 September 2023.
Group Income Statement
financial year ended 27 September 2024
123Strategic Report | Directors’ Report | Financial Statements | Other Information
Group Statement of Comprehensive Income
financial year ended 27 September 2024

|  | 2024 | 2023
| Notes | £m | £m
Other comprehensive income for the financial year |  |  |
Items that will not be reclassified to profit or loss: |  |  |
Actuarial loss on Group legacy defined benefit pension schemes | 5 | (4. 7) | (9. 2)
Tax on Group legacy defined benefit pension schemes | 9 | 1. 3 | (0.6)
|  | (3. 4) | (9. 8)
Items that may subsequently be reclassified to profit or loss: |  |  |
Currency translation adjustment |  | (0. 3) | (0. 5)
Translation reserve transferred to Income Statement on disposal of subsidiary |  | – | (0.6)
Cash flow hedges: |  |  |
fair value movement taken to equity |  | (0.8) | (3.1)
transferred to Income Statement for the financial year |  | (2 .9) | (1 . 5)
|  | (4. 0) | (5 .7)
Other comprehensive income for the financial year |  | (7. 4) | (1 5 .5)
Profit for the financial year |  | 46. 3 | 35 .9
Total comprehensive income for the financial year attributable to equity holders |  | 38.9 | 20.4

124 Greencore Group plc Annual Report and Financial Statements 2024

|  | 2024 | 2023
| Notes | £m | £m
ASSETS |  |  |
Non-current assets |  |  |
Goodwill and intangible assets | 12 | 456 .1 | 4 61 .1
Property, plant and equipment | 13 | 300.7 | 31 5 .5
Right-of-use assets | 14 | 41 .4 | 41 .0
Investment property | 15 | 3.5 | 4.6
Retirement benefit assets | 24 | 15.3 | 18 .4
Derivative financial instruments | 21 | – | 3.7
Deferred tax assets | 9 | 30. 2 | 28.8
Trade and other receivables |  | – | 0. 1
Total non-current assets |  | 84 7 .2 | 873 . 2
Current assets |  |  |
Inventories | 16 | 66.4 | 72. 9
Trade and other receivables | 17 | 232 .6 | 2 34.2
Cash and cash equivalents | 19 | 5 7. 3 | 1 16 . 5
Derivative financial instruments | 21 | 0. 5 | 0 .9
Current tax receivable |  | 0.7 | –
Total current assets |  | 3 5 7. 5 | 424 . 5
Total assets |  | 1 ,204 .7 | 1 , 29 7. 7
EQUITY |  |  |
Capital and reserves attributable to equity holders of the Company |  |  |
Share capital | 25 | 4.5 | 4.8
Share premium |  | 90.5 | 89.7
Other reserves |  | 116. 3 | 120 .8
Retained Earnings |  | 238.9 | 24 4 . 5
Total equity |  | 450. 2 | 459. 8
LIABILITIES |  |  |
Non-current liabilities |  |  |
Borrowings | 20 | 1 4 7. 6 | 1 25.8
Lease liabilities | 14 | 31 . 3 | 3 0.7
Other payables | 18 | 2.2 | 2.4
Derivative financial instruments | 21 | 0.9 | –
Provisions | 23 | 6.8 | 6 .9
Retirement benefit obligations | 24 | 30. 1 | 38. 5
Deferred tax liabilities | 9 | 2 7. 5 | 15. 2
Total non-current liabilities |  | 246 .4 | 2 19. 5
Current liabilities |  |  |
Borrowings | 20 | 5 7. 8 | 14 4. 7
Trade and other payables | 18 | 431 . 0 | 44 6.0
Lease liabilities | 14 | 1 3.6 | 14. 3
Derivative financial instruments | 21 | 0.6 | –
Provisions | 23 | 1 .9 | 3 .0
Current tax payable |  | 3.2 | 10.4
Total current liabilities |  | 508. 1 | 61 8.4
Total liabilities |  | 754 .5 | 8 3 7. 9
Total equity and liabilities |  | 1 ,204 .7 | 1 , 2 97. 7

On behalf of the Board
Leslie Van De Walle Catherine Gubbins
Director Director
Group Statement of Financial Position
at 27 September 2024
125Strategic Report | Directors’ Report | Financial Statements | Other Information
Group Statement of Cash Flows
financial year ended 27 September 2024

|  | 2024 | 2023
| Notes | £m | £m
Profit before taxation |  | 61 .5 | 45 .2
Finance income | 8 | (1 .0) | (0.7)
Finance costs | 8 | 23.8 | 21 .5
Exceptional items | 7 | 10. 2 | 6 .7
Group operating profit before exceptional items |  | 94.5 | 72.7
Depreciation and impairment of property, plant and equipment and right-of-use assets | 13, 14 | 5 7. 0 | 56.8
Amortisation and impairment of intangible assets | 12 | 5.9 | 6.3
Employee share-based payment expense |  | 5.7 | 3 .3
Contributions to Group legacy defined benefit pension scheme | 24 | (11 . 5) | (1 1 .1)
Working capital movement | 26 | (8.0) | 2.2
Net cash inflow from operating activities before exceptional items, interest and tax |  | 143 .6 | 130. 2
Cash outflow related to exceptional items | 7 | (5.3) | (10 .9)
Interest paid (including lease liability interest) |  | (20.9) | (1 7. 6)
Tax paid |  | (5. 4) | (2.7)
Net cash inflow from operating activities |  | 112 .0 | 99. 0
Cash flow from investing activities |  |  |
Purchase of property, plant and equipment |  | (31 . 5) | (36.0)
Purchase of intangible assets |  | (0.9) | (1 .4)
Disposal of investment property | 15 | 0.7 | –
Disposal of undertakings | 28 | – | 6.1
Net cash outflow from investing activities |  | (31 .7) | (31 . 3)
Cash flow from financing activities |  |  |
Proceeds from issue of shares | 25 | 0.8 | –
Ordinary Shares purchased – own shares | 25 | (5. 5) | (3.9)
Capital return via share buyback | 25 | (55 .0) | (26. 2)
Repayment of bank borrowings | 22 | (105.0) | (20.2)
Drawdown of bank borrowings | 22 | 97. 3 | –
Repayment of Private Placement Notes | 22 | (1 5. 5) | (1 5. 5)
Settlement of swaps on maturity of Private Placement Notes |  | (0. 1) | (0. 1)
Repayment of lease liabilities | 14 | (1 5.7) | (15.6)
Net cash outflow from financing activities |  | (98.7) | (81 . 5)
Net decrease in cash and cash equivalents and bank overdrafts |  | (18. 4) | (13.8)
Reconciliation of opening to closing cash and cash equivalents and bank overdrafts |  |  |
Cash and cash equivalents and bank overdrafts at beginning of the financial year | 19 | 32 . 8 | 46 .7
Translation adjustment |  | 0.0 | (0. 1)
Net decrease in cash and cash equivalents and bank overdrafts |  | (18 .4) | (13.8)
Cash and cash equivalents and bank overdrafts at end of the financial year | 19 | 14.4 | 32.8

126 Greencore Group plc Annual Report and Financial Statements 2024

| Share | Share | Other | Retained | Total
| capital | premium | reserves | earnings | equity
| £m | £m | £m | £m | £m
At 29 September 2023 | 4.8 | 8 9.7 | 120. 8 | 244 . 5 | 4 59. 8
Total comprehensive income for the financial year |  |  |  |  |
Actuarial gain on Group legacy defined benefit pension schemes | – | – | – | (4 .7) | (4 .7)
Tax on Group legacy defined benefit pension schemes | – | – | – | 1 . 3 | 1 . 3
Currency translation adjustment | – | – | (0. 3) | – | (0 .3)
Cash flow hedge fair value movement taken to equity | – | – | (0.8) | – | (0. 8)
Cash flow hedge transferred to Income Statement | – | – | (2 .9) | – | (2 . 9)
Profit for the financial year | – | – | – | 46 .3 | 46. 3
Total comprehensive income for the financial year | – | – | (4 .0) | 42 .9 | 38.9
Transactions with equity holders of the Company |  |  |  |  |
Contributions and distributions |  |  |  |  |
Employee share-based payments expense | – | – | 5.7 | – | 5.7
Tax on employee share-based payments | – | – | – | 5.5 | 5.5
Exercise, lapse or forfeit of share-based payments | – | 0. 8 | (2 . 3) | 2 .3 | 0.8
Shares acquired by Employee Benefit Trust (A) | – | – | (5 .5) | – | (5. 5)
Transfer to retained earnings on grant of shares to beneficiaries of the Employee |  |  |  |  |
Benefit Trust (B) | – | – | 1 . 3 | (1 .3) | –
Capital return via share buyback (C) | (0. 3) | – | 0. 3 | (55.0) | (55.0)
Total transactions with equity holders of the Company | (0. 3) | 0.8 | (0 .5) | (48 . 5) | (4 8 . 5)
At 27 September 2024 | 4.5 | 9 0.5 | 116. 3 | 238.9 | 450. 2

| Share | Share | Other | Retained | Total
| capital | premium | reserves | earnings | equity
| £m | £m | £m | £m | £m
At 30 September 2022 | 5.2 | 89.7 | 1 2 7. 8 | 24 2 .9 | 465 .6
Total comprehensive income for the financial year |  |  |  |  |
Actuarial gain on Group legacy defined benefit pension schemes | – | – | – | (9. 2) | (9. 2)
Tax on Group legacy defined benefit pension schemes | – | – | – | (0.6) | (0.6)
Currency translation adjustment | – | – | (0. 5) | – | (0. 5)
Translation reserve transferred to Income Statement on disposal of subsidiary | – | – | (0.6) | – | (0.6)
Cash flow hedge fair value movement taken to equity | – | – | (3. 1) | – | (3.1)
Cash flow hedge transferred to Income Statement | – | – | (1 . 5) | – | (1 .5)
Profit for the financial year | – | – | – | 35 .9 | 35 .9
Total comprehensive income for the financial year | – | – | (5.7) | 26 . 1 | 20.4
Transactions with equity holders of the Company |  |  |  |  |
Contributions and distributions |  |  |  |  |
Employee share-based payments expense | – | – | 3.6 | – | 3.6
Tax on employee share-based payments | – | – | – | 0. 3 | 0.3
Exercise, lapse or forfeit of share-based payments | – | – | (3. 3) | 3.3 | –
Shares acquired by Employee Benefit Trust (A) | – | – | (3 .9) | – | (3 .9)
Transfer to retained earnings on grant of shares to beneficiaries of the Employee |  |  |  |  |
Benefit Trust (B) |  |  | 1 .9 | (1 .9) | –
Capital return via share buyback (C) | (0.4) | – | 0.4 | (26. 2) | (26.2)
Total transactions with equity holders of the Company | (0.4) | – | (1. 3) | (24 . 5) | (26.2)
At 29 September 2023 | 4.8 | 8 9.7 | 1 20. 8 | 24 4 . 5 | 459. 8

Group Statement of Changes In Equity
financial year ended 27 September 2024
127Strategic Report | Directors’ Report | Financial Statements | Other Information
Other reserves

| Share- |  |  |  | Foreign |
| based |  | Undenominated |  | currency |
| payment | Own | capital | Hedging | translation |
| reserve (D) | shares (E) | reserve (F) | reserve (G) | reserve (H) | Total
| £m | £m | £m | £m | £m | £m
At 29 September 2023 | 4.1 | (6 .4) | 120.9 | 3.5 | (1 . 3) | 1 20.8
Total comprehensive income for the financial year |  |  |  |  |  |
Currency translation adjustment | – | – | – | – | (0. 3) | (0. 3)
Cash flow hedge fair value movement taken to equity | – | – | – | (0. 8) | – | (0. 8)
Cash flow hedge transferred to Income Statement | – | – | – | (2 .9) | – | (2 . 9)
Total recognised income and expense for the financial year | – | – | – | (3.7) | (0. 3) | (4. 0)
Transactions with equity holders of the Company |  |  |  |  |  |
Contributions and distributions |  |  |  |  |  |
Employee share-based payments expense | 5.7 | – | – | – | – | 5.7
Exercise, lapse or forfeit of share based payments | (2 .3) | – | – | – | – | (2 . 3)
Shares acquired by Employee Benefit Trust (A) | – | (5 .5) | – | – | – | (5 . 5)
Transfer to retained earnings on grant of shares to beneficiaries of the Employee Benefit Trust (B) | – | 1 . 3 | – | – | – | 1 .3
Capital return via share buyback (C) | – | – | 0. 3 | – | – | 0.3
Total transactions with equity holders of the Company | 3.4 | (4 . 2) | 0.3 | – | – | (0. 5)
At 27 September 2024 | 7. 5 | (10.6) | 1 21 .2 | (0. 2) | (1 .6) | 1 16. 3

| Share- |  |  |  | Foreign |
| based |  | Undenominated |  | currency |
| payment | Own | capital | Hedging | translation | Total
| reserve (D) | shares (E) | reserve ((F) | reserve (G) | reserve (H) | £m
At 30 September 2022 | 3.8 | (4 .4) | 1 20. 5 | 8. 1 | (0. 2) | 1 27. 8
Total comprehensive income for the financial year |  |  |  |  |  |
Currency translation adjustment | – | – | – | – | (0.5) | (0. 5)
Translation reserve transferred to Income Statement on disposal |  |  |  |  |  |
of subsidiary | – | – | – | – | (0.6) | (0.6)
Cash flow hedge fair value movement taken to equity | – | – | – | (3. 1) | – | (3.1)
Cash flow hedge transferred to Income Statement | – | – | – | (1 .5) | – | (1. 5)
Total recognised income and expense for the financial year | – | – | – | (4. 6) | (1 .1) | (5 .7)
Transactions with equity holders of the Company |  |  |  |  |  |
Contributions and distributions |  |  |  |  |  |
Employee share-based payments expense | 3 .6 | – | – | – | – | 3 .6
Exercise, lapse or forfeit of share based payements | (3.3) | – | – | – | – | (3. 3)
Shares acquired by Employee Benefit Trust (A) | – | (3 .9) | – | – | – | (3 .9)
Transfer to retained earnings on grant of shares to beneficiaries of the Employee Benefit Trust (B) | – | 1 .9 | – | – | – | 1 .9
Capital return via share buyback (C) | – | – | 0.4 | – | – | 0.4
Total transactions with equity holders of the Company | 0. 3 | (2.0) | 0.4 | – | – | (1 . 3)
At 29 September 2023 | 4.1 | (6 .4) | 12 0.9 | 3.5 | (1. 3) | 1 20. 8

(A) Pursuant to the terms of the Employee Benefit Trust 4,152,708 shares (2023: 5,688,856) were purchased during the financial year ended 27 September 2024 for a cash cost of £5 .5 m
(2023: £3 .9m). Further details are set out in Note 25.
(B) During the financial year 1,717,280 (2023: 1,540,738) shares with a nominal value at the date of transfer of £0 .017m (2023: £0.0 15 m) at a cost of £1 . 3m (2023: £1.9 m) were transferred
to beneficiaries of the Annual Bonus Plan, the Employee Share Incentive Plan and the Restricted Share Plan. Further details are set out in Note 25.
(C) During the financial year, the Company, Greencore Group plc purchased and subsequently cancelled 34,793,763 Ordinary Shares (2023: 33,382,718) as part of the share buyback
programme. Further details are set out in Note 25.
(D) The share-based payment reserve relates to equity settled share-based payments made to employees through the Performance Share Plan, the Annual Bonus Plan, the ShareSave
Scheme, the Employee Share Incentive Plan and the Restricted Share Plan.
(E) The amount included as own shares relates to Ordinary Shares in Greencore Group plc which are held in trust. The shares held in trust are granted to beneficiaries of the Group’s
employee share award scheme when the relevant conditions of the scheme are satisfied. Further information in relation to these share-based payments schemes is set out in Note 6.
(F) The undenominated capital reserve represents the nominal cost of cancelled shares and the amount transferred to reserves as a result of renominalising the share capital of
Greencore Group plc on conversion to the euro.
(G) The hedging reserve represents the effective portion of gains or losses on hedging instruments from the application of cash flow hedge accounting for which the underlying hedged
transaction is not impacting profit or loss. The cumulative deferred gain or loss on the hedging instrument is reclassified to profit or loss only when the hedged transaction is no longer
expected to occur.
(H) The foreign currency translation reserve reflects the exchange difference arising from the translation of the net investments in foreign operations and on borrowings and other
currency instruments designated as hedges of such investments which are taken to equity. When a foreign operation is sold, exchange differences that are recorded in equity are
recognised in the Group Income Statement as part of the gain or loss on sale.
128 Greencore Group plc Annual Report and Financial Statements 2024
Notes to the Group Financial Statements
Financial year ended 27 September 2024
1. Group Statement of accounting policies
General information
Greencore Group plc (‘the Company’), registered number 170116, together with its subsidiaries (‘the Group’) is a manufacturer of convenience
foods in the UK. The Company is a public limited company incorporated and domiciled in the Republic of Ireland and the Company’s shares
are publicly traded on the London Stock Exchange. The address of its registered office is Fourth Floor, Block 2, Dublin Airport Central, Dublin
Airport, K67 E2H3, Ireland .
Statement of compliance
The Group Financial Statements of Greencore Group plc have been prepared in accordance with International Financial Reporting Standards
(‘IFRS’) and their interpretations approved by the International Accounting Standards Board (‘IASB’) as adopted by the European Union (‘EU’)
and those parts of the Companies Act 2014, applicable to companies reporting under IFRS. The material accounting policies adopted by the
Group are set out below.
Basis of preparation
The Group Financial Statements, which are presented in sterling and rounded to the nearest million (unless otherwise stated), have been
prepared on a going concern basis under the historical cost convention, except where assets and liabilities are stated at fair value in
accordance with relevant accounting policies.
The accounting policies applied in the preparation of the Group Financial Statements for the financial year ended 27 September 2024 have
been applied consistently by the Group and have been consistently applied to all financial years presented, unless otherwise stated.
The Group Financial Statements are prepared to the Friday nearest to 30 September. Accordingly, these Financial Statements are prepared
for the 52-week period ended 27 September 2024 (‘financial year’). Comparatives are for the 52-week period ended 29 September 2023.
The Statement of Financial Position has been prepared as at 27 September 2024 and comparatives prepared as at 29 September 2023.
Going concern
The Directors, after making enquiries, have a reasonable expectation that the Group has adequate resources to continue operating as a going
concern for the foreseeable future.
In the current financial year, the Group’s performance has continued to improve and this is further supported by the Group’s access to liquidity
which is underpinned by the successful refinancing of its debt facilities with a new five year £350.0m sustainability linked revolving credit
facility (‘RCF’) obtained in November 2023 replacing the £340.0m RCF that had been due to mature in January 2026. The new facility matures
in November 2028 with the option of two additional one-year extensions.
While the Group is in a net current liability position of £150.6m (2023: £193.9m) at 27 September 2024, the Group has retained financial
strength and flexibility, with cash and undrawn committed bank facilities of £279.4m at 27 September 2024 (2023: £327.8m). As a result of the
improved financial performance, liquidity available to the Group and the Group’s strong trading relationships with customers and suppliers,
the Directors believe that the Group is well placed to manage its business risks successfully.
For the purpose of the going concern assessment, the Group has used the latest internally approved forecasts and strategic plan as a base
case which takes into account the Group’s current position and future prospects. The Group has used this to produce downside and severe
downside scenarios which consider the potential impact of commercial risks materialising which would result in a decrease in volume along
with under delivery of targets set out under the Group’s commercial and operational initiatives and potential expenditure that may arise due
to near term climate-related risks identified as part of the Group’s scenario analysis completed during FY24. The impact on revenue; profit;
and cashflow are modelled, including the consequential impact on working capital and bank covenants.
Based on the forecast cashflows, throughout the 18-month period from the year end date, the Group is satisfied that it has sufficient
resources available and has adequate headroom to meet covenant thresholds (as set out on page 154 within the Bank Borrowings section)
and if needed, the Group could employ mitigants within its control, which would include a reduction in non-business critical capital projects
and other discretionary cash flow items.
As a result, the Directors believe the Group has sufficient liquidity to manage through a range of different cashflow scenarios over the next 18
months from the year end date. Accordingly, the Directors adopt the going concern basis in preparing these Group Financial Statements.
Significant accounting judgements and significant sources of estimation uncertainty
The preparation of the Group Financial Statements in accordance with IFRS requires management to make certain estimates, assumptions and
judgements that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Estimates
and underlying assumptions are reviewed on an ongoing basis. Changes in accounting estimates may be necessary if there are changes in the
circumstances on which the estimate was based or as a result of new information or more experience. Such changes are recognised in the
financial year in which the estimate is revised. Therefore, although these estimates are based on management’s best estimate of the amount,
event or actions, actual results ultimately may differ from those estimates.
129Strategic Report | Directors’ Report | Financial Statements | Other Information
The Group has considered the impact of climate change on the Financial Statements in the going concern assessment and goodwill
impairment testing, as climate-related expenditure is recorded in the underlying budget and strategic plan (page 149). The Group has
also considered the impact of climate change on the impairment of non-financial assets (Notes 12 and 13) and as part of the assumptions
underpinning the retirement benefit obligations (Note 24).
Significant accounting judgements
Below are the significant accounting judgements, apart from those involving estimations (which are dealt with separately below), that are
exercised in applying the Group accounting policies.
Disclosure of items as exceptional items (Note 7)
The Group consider that items of income or expense which by virtue of their quantitative scale and/or qualitative nature should be disclosed
separately if the Group Financial Statements are to fairly present the financial performance of the Group. The Group label these items
collectively as ‘exceptional items’.
Determining which transactions are to be considered exceptional in nature is often a subjective matter, therefore the Group consider this to
be a significant judgement. However, circumstances that the Group believe would give rise to exceptional items for separate disclosure are
outlined in the exceptional accounting policy on page 136.
All exceptional items are included on the appropriate Income Statement line item to which they relate. In addition, for clarity, separate
disclosure is made of all items in one column on the face of the Group Income Statement.
Taxation (Note 9)
Provisions for current and deferred taxes require judgement in areas where the treatment of certain items may be the subject of debate with
tax authorities. The Group provide for current and deferred taxes using the method that best predicts the resolution of the uncertainty. The
Group is required to consider the range of possible outcomes for a number of transactions and/or calculations across all the jurisdictions
where the Group is subject to income taxes and to provide for current and deferred taxes accordingly, applying either the ‘expected value
method’ or the ‘most likely method’ for each uncertainty dependent on the method that we expect to better predict the resolution of the
uncertainty in each case. The Group consider this to be a judgemental area, due to the increasing complexity and a period of significant
change in tax legislation.
Recognition of deferred tax assets requires consideration of the value of those assets and the likelihood that those assets will be utilised in
the foreseeable future. The recognition relies on the availability of sound and relatively detailed forecast information regarding the future
performance of the business which has the legal right to utilise the deferred tax assets. The Group performed its assessment of the recovery
of deferred tax assets at 27 September 2024, taking into account the Group’s actual and historic performance, the impact of tax legislation
enacted at the reporting date and the detailed financial forecasts and budgets for the business covering the periods over which the assets are
expected to be utilised.
Provisions (Note 23)
The recognition of provisions is a significant judgement in the preparation of the Group Financial Statements due to the uncertainty around
the timing or amount for which the provision will be settled. The Group recognises provisions for property dilapidation, remediation or
closure costs and other items such as restructuring or legal provisions. Provisions are recognised when the Group has a legal or constructive
obligation and judgement is required relating to the level of provision required at the reporting date to satisfy the obligation. These liabilities
recognised in the Group Financial Statements require judgement, as to the level of provision to be recognised, based on the information
available to management at the time of determination of the liability. Provisions are reassessed at each reporting date. The Group holds £8.7m
of provisions at 27 September 2024 (2023: £9.9m).
Significant sources of estimation uncertainty
The Group’s significant estimates are those with a significant risk of resulting in a material adjustment to the carrying amounts of assets and
liabilities within the next financial year.
Impairment of goodwill (Note 12)
The Group has capitalised goodwill of £447.3m at 27 September 2024 (2023: £447.3m). Goodwill is required to be tested for impairment at
least annually or more frequently if changes in circumstances or the occurrence of events indicating potential impairment exist.
The Group considers the impairment of goodwill to be a significant estimate for FY24 due to the subjectivity of the assumptions used.
The Group uses the present value of future cash flows to determine the recoverable amount. In calculating the value in use, management
assessment and estimation is required in forecasting cash flows of Cash Generating Units (‘CGUs’), in determining terminal growth values and
in setting an appropriate discount rate. Sensitivities to changes in assumptions are detailed in Note 12.
130 Greencore Group plc Annual Report and Financial Statements 2024
1. Group Statement of accounting policies continued
Significant sources of estimation uncertainty continued
Post-retirement benefits (Note 24)
The Group has identified post-retirement benefits as a significant source of estimation uncertainty in the preparation of the Group Financial
Statements for FY24. While the Group has de-risked the retirement benefit obligation through restructures in previous periods, there is still
significant estimates used in the estimation of, and accounting for, retirement benefit obligations in conjunction with independent actuaries.
These involve estimating the actuarial assumptions including mortality rates of members, increase in pension payments and inflation-linked
increases to certain obligations and discount rates used in estimating the present value of the schemes assets and liabilities.
Details of the financial position of the post-retirement benefit schemes and the sensitivity of assumptions are set out in Note 24.
New standards and interpretations
The following changes to IFRS became effective or were adopted by the Group during the financial year but did not result in material changes
to the Group’s Consolidated Financial Statements:
• IFRS 17 Insurance Contracts including amendments to IFRS 17
• Amendments to IAS 1 and IFRS Practice Statement 2 Disclosures of Accounting Policies
• Amendments to IAS 8 Definition of Accounting Estimates
• Amendments to IAS 12 Deferred tax related to assets and liabilities arising from a single transaction
• International Tax Reform – Pillar Two Model Rules – Amendments to IAS 12**
New and amended standards and interpretations not yet mandatorily effective
The Group has not applied certain new standards, amendments and interpretations to existing standards which are not yet mandatorily
effective:
• Amendment to IFRS 16 Lease Liability in Sale and Leaseback
• Amendment to IAS 1 Classification of Liabilities as Current or Non-current
• Amendments to IAS 1 Non-current Liabilities with Covenants
• Amendments to IAS 21 Lack of Exchangeability
• Amendments to IAS 7 and IFRS 7 Supplier Finance Arrangements
• IFRS 19 Subsidiaries without Public Accountability: Disclosures*
• IFRS 18 Presentation and Disclosure in Financial Statements*
• Annual Improvements Volume 11*
• Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and IFRS 7)*
* The above standards/amendments have not yet been endorsed by the EU.
** The exception included in the above amendment was first applied in the FY23 Financial Statements in line with IFRS requirements. Please see Note 9 for further information.
Basis of consolidation
The Group Financial Statements comprise the Financial Statements of the parent undertaking and its subsidiary undertakings.
Subsidiaries
Subsidiary undertakings are included in the Group Financial Statements from the date on which control over the operating and financial
policies is obtained and cease to be consolidated from the date on which control is transferred out of the Group. The Group controls an entity
when it has power over the entity, is exposed, or has the rights to, variable returns from its involvement with the entity and has the ability to
affect those returns through its power over the entity. The Group reassess whether or not it controls an investee if facts and circumstances
indicate that there are changes to one or more of the elements of control. All intra-Group transactions, balances and unrealised gains on
transactions between Group undertakings are eliminated on consolidation. Unrealised losses are also eliminated, except where they provide
evidence of impairment.
Revenue recognition
The Group’s revenue is primarily derived from the manufacture of convenience food products and all revenue relates to revenue from
contracts with customers. The Group’s customer contracts typically include one performance obligation (being the delivery of the related
product), with revenue recognised when the performance obligation is satisfied.
Revenue is measured based on the consideration specified in a contract with a customer and represents the transaction price of the sale of
goods and rendering of services to external customers, net of value added tax and rebates in the ordinary course of the Group’s activities.
Many of the Group’s revenue contracts include an element of variable consideration, such as trade discounts, namely in the form of
rebate arrangements or other incentives to customers. The arrangements can take the form of volume and fixed rebates, marketing fund
contributions, promotional fund contributions or lump sum incentives. The Group recognises revenue, net of such incentives in the period
in which the arrangement applies, only when it is highly probable a significant reversal in the cumulative amount of revenue will not occur.
Volume-based rebates are calculated based on the Group’s estimate of rebates expected to be paid to customers using the ‘most likely
amount’ in line with IFRS 15 Revenue from Contracts with Customers requirements, whereas fixed rebates are accounted for as a reduction
in revenue over the life of the contract.
Revenue is recognised at a point in time, when control of the goods or services are transferred to the customer, which is determined to be
either when the goods are dispatched or received by the customer, depending on individual contracts.
Notes to the Group Financial Statements continued
Financial year ended 27 September 2024
131Strategic Report | Directors’ Report | Financial Statements | Other Information
Supplier rebates
The Group enters into rebate arrangements with its suppliers, which are volume related. These supplier rebates received are recognised as a
deduction from cost of sales, based on the entitlement that has been earned up to the reporting date, for each relevant supplier arrangement.
Property, plant and equipment
Freehold land and capital work in progress are stated at cost less impairment, if any. All other property, plant and equipment are shown at
cost less depreciation and any impairments. The cost of all property, plant and equipment comprises its purchase price and any directly
attributable costs.
Depreciation is provided so as to write off the cost less residual value of each item of property, plant and equipment during its expected useful
life using the straight-line method over the following periods:
• Freehold and long leasehold buildings 25–50 years
• Plant and machinery 3–25 years
• Fixtures and fittings 3–25 years
Useful lives and residual values are reassessed annually.
Subsequent costs incurred relating to specific assets are included in an asset’s carrying amount or recognised as a separate asset, as appropriate,
only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured
reliably. All other costs are charged to the profit or loss during the financial period in which they are incurred.
The carrying amounts of property, plant and equipment are reviewed for impairment when events or changes in circumstances indicate that
the carrying amounts may not be recoverable. When the carrying amount exceeds the estimated recoverable amount, the assets are written
down to their recoverable amount.
The recoverable amount of property, plant and equipment is the greater of fair value less costs of disposal and value in use. In assessing value
in use, 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 are recognised in profit or loss.
An assessment is made at each reporting date as to whether there is any indication that previously recognised impairment losses may no
longer exist or may have decreased. If such an indication exists, the recoverable amount is estimated. A previously recognised impairment loss
is reversed only if there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss
was recognised. If that is the case, the carrying amount of the asset is increased to its recoverable amount. That increased amount cannot
exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in
prior years. Such reversal is recognised in profit or loss. Following the recognition or reversal of an impairment loss, the depreciation charge
applicable to the asset is adjusted prospectively in order to systematically allocate the revised carrying amount, net of any residual value, over
the remaining useful life.
Gains or losses on the disposal of property, plant and equipment represent the difference between the net proceeds and the carrying amount
at the date of sale.
Leases
The Group leases various properties, motor vehicles and equipment. Rental contracts are typically made for fixed periods but may have
extension options. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions.
At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A right-of-use asset and lease liability are recognised
at commencement for contracts containing a lease, with the exception of leases with a term of 12 months or less or leases where the
underlying asset is of low value. For those leases, the Group recognises the lease payments as an operating expense on a straight-line basis
over the term of the lease unless another more systematic basis is more representative of the time pattern in which the economic benefits
from the leased assets are consumed by the Group.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by
using the interest rate implicit in the lease or if this rate cannot be readily determined, the incremental borrowing rate. Lease payments include
fixed payments, payments for an optional renewal period and termination option payments. The lease term is the non-cancellable period for
which the Group have the right to use an underlying asset, together with (i) periods covered by an option to extend the lease if the Group is
reasonably certain to exercise that option, and (ii) periods covered by an option to terminate the lease if the Group is reasonably certain not
to exercise that option. The Group has applied judgement to determine the lease term for lease contracts that include renewal options and
break clauses.
Following initial recognition, the lease liability is measured at amortised cost using the effective interest method. It is remeasured when there
is a change in future minimum lease payments or when the Group changes its assessment of whether it is reasonably certain to exercise an
option within a contract.
132 Greencore Group plc Annual Report and Financial Statements 2024
1. Group Statement of accounting policies continued
Leases continued
The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments
made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the asset
less any lease incentives received. After lease commencement, the Group measures right-of-use assets using a cost model, reflecting cost less
accumulated depreciation and impairment. The right-of-use asset is depreciated using the straight-line method from the commencement
date to the earlier of the end of the useful life of the right-of-use asset or the end of lease term.
The Group remeasures the lease liability (and makes a corresponding adjustment to the related right-of-use asset) whenever:
• The lease term has changed or there is a significant event or change in circumstances resulting in a change in the assessment of exercise
of a purchase option, in which case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate;
• The lease payments change due to changes in an index or rate or a change in expected payment under a guaranteed residual value, in
which cases the lease liability is remeasured by discounting the revised lease payments using an unchanged discount rate unless the lease
payments change is due to a change in a floating interest rate, in which case a revised discount rate is used; or
• A lease contract is modified and the lease modification is not accounted for as a separate lease, in which case the lease liability is
remeasured based on the lease term of the modified lease by discounting the revised lease payments using a revised discount rate at the
effective date of the modification.
Goodwill
Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree,
and the fair value of the acquirer’s previously held equity interest in the acquiree (if any) over the net of the acquisition-date amounts of the
identifiable assets acquired and the liabilities assumed. If, after reassessment, the net of the acquisition-date amounts of the identifiable assets
acquired and liabilities assumed exceeds the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree
and the fair value of the acquirer’s previously held interest in the acquiree (if any), the excess is recognised immediately in profit or loss as a
bargain purchase gain.
Following initial recognition, goodwill is measured at cost less any accumulated impairment losses. On acquisition, goodwill is allocated to
Cash Generating Unit’s (‘CGU’s) expected to benefit from the combination’s synergies. Goodwill is tested annually for impairment or more
frequently if events or changes in circumstances indicate that the carrying value may be impaired. Any impairment is recognised immediately
in profit or loss.
Acquisition-related intangibles
An intangible asset, which is an identifiable non-monetary asset without physical substance, is capitalised separately from goodwill as part
of a business combination to the extent that it is probable that the expected future economic benefits attributable to the asset will accrue
to the Group and that its fair value can be measured reliably. The asset is determined to be identifiable when it is separable (i.e. capable of
being divided from the entity and sold, transferred, licensed, rented or exchanged, either individually or together with a related contract, asset
or liability) or when it arises from contractual or other legal rights, regardless of whether those rights are transferable or separable from the
Group or from other rights and obligations.
Subsequent to initial recognition, the acquisition-related intangible assets acquired as part of a business combination, are carried at cost
less any accumulated amortisation and any accumulated impairment losses. The carrying amounts of intangible assets with finite lives are
reviewed for indicators of impairment at each reporting date and are subject to impairment testing when events or changes in circumstances
indicate that the carrying values may not be recoverable. Any impairment charge is taken to profit or loss.
The amortisation of intangible assets is calculated to write off the carrying amount of intangible assets with finite lives over their useful lives on
a straight-line basis on the assumption of zero residual value. Customer-related intangible assets are amortised over periods ranging from one
to seven years.
The useful life used to amortise intangible assets relates to the future performance of the assets acquired and management’s estimate of the
period over which economic benefit will be derived from the asset. The remaining useful life of intangible assets with finite lives are reviewed
at the end of each reporting period and revised where appropriate to reflect the period over which the Group will receive the economic
benefit from use.
Computer software
Costs incurred on the acquisition of computer software and software licences are capitalised. Other costs directly associated with developing
and upgrading computer software programs are capitalised once the recognition criteria set out in IAS 38 Intangible Assets are met. There is a
full assessment carried out to ensure the computer software does not qualify as software as a service and should be expensed to the profit or
loss in the financial year.
Following initial recognition, computer software is carried at cost less accumulated amortisation and any accumulated impairment losses.
Amortisation is charged to profit or loss during its expected useful life using the straight-line method over the following periods:
• Computer software 3–7 years
Notes to the Group Financial Statements continued
Financial year ended 27 September 2024
133Strategic Report | Directors’ Report | Financial Statements | Other Information
The carrying amount of computer software assets are reviewed for indicators of impairment at each reporting date and are subject to
impairment testing when events or changes in circumstances indicate the carrying value may not be recoverable.
Investment property
Investment property is shown at cost less depreciation and any impairment. The cost of investment property comprises its purchase price and
any costs directly attributable to bringing it into working condition for its intended use. Investment property is depreciated so as to write off
the cost, less residual value, on a straight-line basis over the expected life of each property. Freehold land is not depreciated.
An impairment to investment property is recognised when the carrying value of the asset exceeds the recoverable value. The recoverable
value is determined as the higher of the fair value less costs of disposal and the asset’s value in use. Fair value is determined by the Directors,
assisted by external property valuers.
Rental income arising on investment property is accounted for as an operating lease in line with the requirements of IFRS 16 Leases and is
recognised within other operating income.
In relation to the recognition of income on the disposal of property, income is recognised when there is an unconditional exchange of
contracts, or when all necessary terms and conditions have been fulfilled.
An assessment is made at each reporting date as to whether there is any indication that previously recognised impairment losses may no
longer exist or may have decreased. If such an indication exists, the recoverable amount is estimated. A previously recognised impairment loss
is reversed only if there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss
was recognised. If that is the case, the carrying amount of the asset is increased to its recoverable amount. That increased amount cannot
exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in
prior years. Such reversal is recognised in profit or loss.
Inventories
Inventories are valued at the lower of cost and net realisable value. Cost is calculated based on first-in, first-out or weighted average as
appropriate. Cost includes raw materials, direct labour expenses, cost of conversion and related production and other overheads net of
supplier rebates.
Net realisable value is the estimated selling price, in the ordinary course of business, less all costs necessary to make the sale.
Provisions
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an
outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate can be made of the
amount of the obligation.
Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the
class of obligation as a whole. A provision is recognised even if the likelihood of an outflow with respect to any one item included in the same
class of obligation may be small.
Where the Group expects some or all of a provision to be reimbursed, the reimbursement is recognised as a separate asset, but only when
the reimbursement is virtually certain. The expense relating to any provision is recognised in the Group Income Statement net of any
reimbursement.
A contingent liability is disclosed where the existence of an obligation will only be confirmed by future events, or where the amount of
the obligation cannot be measured with reasonable reliability. Contingent assets are not recognised but are disclosed where an inflow of
economic benefits is probable.
Finance income and finance costs
Finance income comprises interest income on funds invested and the unwind of discount on assets. Interest income is recognised in profit or
loss as it accrues, using the effective interest method.
Finance costs comprises interest expense on borrowings, negative interest, if any, on bank deposits, unwind of discount on liabilities, interest
on lease obligations, interest on the net defined benefit pension scheme liabilities, changes in fair value of hedging instruments and other
derivatives that are recognised in profit or loss, foreign exchange on inter-company balances and external balances where hedge accounting
is not applied. All borrowing costs are recognised in profit or loss using the effective interest method.
Financial instruments
Cash and cash equivalents and bank overdrafts
Cash and cash equivalents are initially recognised at fair value and subsequently carried at amortised cost. Cash and cash equivalents include
cash in hand, deposits held on call with banks and other short-term highly liquid investments that are readily convertible to known amounts of
cash. These are subject to insignificant risk of changes in value and have an original maturity of three months or less.
134 Greencore Group plc Annual Report and Financial Statements 2024
1. Group Statement of accounting policies continued
Financial instruments continued
Cash and cash equivalents and bank overdrafts continued
The Group operates a cash pooling facility which allows subsidiaries of the Group to drawdown on cash from the pool, where the Group
has sufficient cash balances. The cash pooling arrangement operated by the Group includes a legal right of offset, however, it does not meet
the requirements for offsetting in accordance with IAS 32 Financial Instruments: Presentation and as such bank overdrafts are presented
separately to cash on the Group Statement of Financial Position.
Trade and other receivables
Trade and other receivables are initially recognised at transaction price and subsequently carried at amortised cost, net of allowance for
expected credit loss.
Trade receivables are derecognised when the Group no longer controls the contractual rights to those receivables. This is normally the case
when the asset is sold or the rights to receive cash flows from the asset have expired, and the Group has not retained substantially all the credit
risks and control of the receivable has transferred.
Trade and other payables
Trade and other payables are initially recorded at fair value and subsequently at amortised cost.
Borrowings
All loans and borrowings are initially recognised at fair value less any directly attributable transaction costs. After initial recognition, loans and
borrowings are subsequently measured at amortised cost using the effective interest method.
Borrowings are derecognised when the Group’s obligations specified in the contracts expire, are discharged or cancelled.
When the Group modifies the terms of its debt facilities, it determines if the modification is a substantial or non-substantial modification.
A substantial change is attributable to a change in contractual cashflows of more than 10%, resulting in a derecognition of the existing facilities
and recognition of a new facility. A non-substantial modification to facilities results in the recognition of a modification gain or loss in the
Income Statement. A modification gain or loss is determined by recalculating the gross carrying value of the borrowings by discounting
the new contractual cash flows using the original effective interest rate. The transaction cost associated with modifying the terms of the
borrowings are spread forward by the adjusted effective interest rate.
Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least
12 months after the reporting date. Accrued interest is recorded in accruals within current liabilities.
Derivative financial instruments
The activities of the Group expose it to the financial risks of changes in foreign exchange rates and interest rates. The Group uses derivative financial
instruments, such as forward foreign exchange contracts, cross-currency swaps and interest rate swap agreements, to hedge these exposures.
Derivative financial instruments are initially recognised at fair value on the date a derivative contract is entered into and are subsequently
remeasured at fair value.
Derivatives are carried as assets when the fair value is positive and as liabilities when the fair value is negative. Derivative instruments which are
held for trading and are not designated as effective hedging instruments are classified as a current asset or liability (as appropriate) regardless
of maturity if the Group expects that they may be settled within 12 months of the reporting date. All other derivative instruments that are
not designated as effective hedging instruments are classified by reference to their maturity date. The full fair value of a hedging derivative
is classified as a non-current asset or liability if the remaining maturity of the hedged item is more than 12 months and as a current asset or
liability if the maturity of the hedged item is less than 12 months.
The fair value of derivative instruments is determined by using valuation techniques. The Group uses its judgement to select the most
appropriate valuation methods and makes assumptions that are mainly based on observable market conditions existing at the reporting date.
For those derivatives designated as hedges and for which hedge accounting is sought, the hedging relationship is documented at its inception.
This documentation identifies the hedging instrument, the hedged item or transaction, the nature of the risk being hedged and how hedge
effectiveness will be measured throughout its duration. Such hedges are expected at inception to be highly effective in offsetting changes in
fair values or cash flows of hedged items.
For the purposes of hedge accounting, derivatives are classified as:
• Fair value hedges, when hedging the exposure of changes in the fair value of a recognised asset or liability; or
• Cash flow hedges, when hedging the exposure to variability in cash flows that are either attributable to a particular risk associated with a
recognised asset or liability, or a highly probable forecast transaction; or
• Net investment hedges, when hedging the exposure to foreign currency differences between the functional currency of a foreign
operation and the functional currency of the parent.
Notes to the Group Financial Statements continued
Financial year ended 27 September 2024
135Strategic Report | Directors’ Report | Financial Statements | Other Information
Any gains or losses arising from changes in the fair value of all other derivatives which are classified as held for trading are taken to the income
statement and charged to finance income or expense. These may arise from derivatives for which hedge accounting is not applied because
they are not designated as hedging instruments. The Group does not use derivatives for trading or speculative purposes.
The hedges that the Group has in place are cash flow hedges and the treatment is set out below:
Cash flow hedge
Where a derivative financial instrument is designated as a hedge of the variability in cash flows of a recognised asset or liability, or a highly
probable forecast transaction, the effective part of any gain or loss on the derivative financial instrument is recognised within equity in the
hedging reserve, with the ineffective portion being reported in the income statement as finance income or finance costs. When a highly
probable forecast transaction results in the recognition of a non-financial asset or liability, the cumulative gain or loss is removed from the
hedging reserve in equity and included in the initial measurement of the non-financial asset or liability. Otherwise, the associated gains and
losses that had previously been recognised within equity in the hedging reserve are transferred to the income statement as the cash flows of
the hedged item impact profit or loss.
Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated, exercised or no longer qualifies for hedge
accounting. At that point in time, any cumulative gain or loss on the hedging instrument recognised within equity in the hedging reserve is
kept in the hedging reserve until the forecast transaction occurs. If a hedged transaction is no longer anticipated to occur, the net cumulative
gain or loss recognised within equity in the hedging reserve is transferred immediately to the income statement as finance costs.
Taxation
The charge/credit for the financial year comprises current and deferred tax. Tax is recognised in profit or loss except to the extent that it relates
to items recognised in the Group Statement of Comprehensive Income or directly in equity, in which case the tax is also recognised in the
Group Statement of Comprehensive Income or directly in equity, respectively.
Current tax payable represents the expected tax payable on the taxable income for the financial year, using tax rates and tax laws enacted or
substantively enacted at the reporting date, along with any adjustment to tax payable in respect of previous years.
The Group provides in full for deferred tax assets and liabilities (using the liability method), arising from temporary differences between the tax
base of assets and liabilities and their carrying amounts in the Group Financial Statements except where they arise from the initial recognition
of goodwill or from the initial recognition of an asset or liability that at the date of initial recognition does not affect accounting or taxable
profit or loss and does not give rise to equal taxable and deductible temporary differences on a transaction that is not a business combination.
Such differences result in an obligation to pay more tax or a right to pay less tax in future periods. A deferred tax asset is only recognised where
it is probable that future taxable profits will be available against which the temporary differences giving rise to the asset can be utilised.
Deferred tax assets and liabilities are not subject to discounting and are measured at the tax rates that are enacted or substantively enacted at
the reporting date.
Deferred tax is provided on temporary differences arising on investments in subsidiaries and associates, except where the timing of the reversal
of the temporary difference can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future.
The Group is subject to income taxes in a number of jurisdictions. Judgement is required in determining the Group’s provision for income taxes.
There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business.
The Group recognises liabilities for tax uncertainties based on estimates of whether additional taxes will be due. Where the final tax outcome
of these matters is different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax
provisions in the period in which such determination is made. Once it has been concluded that a liability needs to be recognised, the liability
is measured based on either (i) the most likely amount or (ii) the expected value depending on which method the Group expects to better
predict the resolution of the uncertainty. The assessment is based on the judgement of tax professionals within the Group supported by
previous experience in respect of such activities and in certain cases based on specialist independent advice.
Employee benefits
Defined benefit pension plans
All of the legacy defined benefit pension schemes have been closed to future accrual since 31 December 2009. The cost of providing
benefits under the Group’s defined benefit pension plans is determined separately for each plan, using the projected unit credit method,
by professionally qualified actuaries and arrived at using actuarial assumptions based on market expectations at the reporting date. These
valuations attribute entitlement benefits to the current and prior periods to determine current service costs and the present value of defined
benefit pension obligations.
Remeasurements, comprising of actuarial gains and losses and the return on plan assets (excluding net interest), are recognised immediately
in the Group Statement of Financial Position with a corresponding debit or credit to retained earnings through the Group Statement of
Comprehensive Income in the period in which they occur. Remeasurements are not reclassified to profit or loss in subsequent periods.
136 Greencore Group plc Annual Report and Financial Statements 2024
1. Group Statement of accounting policies continued
Employee benefits continued
Defined benefit pension plans continued
Past service costs are recognised in profit or loss on the earlier of:
• The date of the plan amendment or curtailment; and
• The date that the Group recognises restructuring-related costs.
Net interest is calculated by applying the discount rate to the net defined benefit pension liability or asset.
When a settlement (eliminating all obligations for defined benefits already accrued) or a curtailment (reducing future obligations as a result
of a material reduction in the scheme membership or a reduction in future entitlement) occurs, the obligation and related plan assets are
remeasured using current actuarial assumptions and the resultant gain or loss is recognised in profit or loss during the period in which the
settlement or curtailment occurs.
The Group seeks ways to reduce its liabilities through various restructuring activities. When a qualifying insurance policy is purchased for the
scheme liabilities, this is treated as a plan asset and the fair value of the insurance policy is determined to be the present value of the related
obligations. A settlement will only arise in winding up a scheme, when the Group enters into a transaction that eliminates all further legal or
constructive obligations for part or all the benefits provided under a defined benefit plan.
The defined benefit pension asset or liability in the Group Statement of Financial Position comprises the total, for each plan, of the present
value of the defined benefit pension obligation (using a discount rate based on high-quality corporate bonds) less the fair value of plan assets
out of which the obligations are to be settled directly. Fair value is based on market price information, and in the case of quoted securities
is the published bid price. For unquoted securities, the most recent publicly available information is used to calculate the fair value, which
may differ from the financial year end date. The value of a net pension benefit asset is the present value of any economic benefit the Group
reasonably expects to recover by way of refund of surplus from the plan at the end of the plan’s life or reduction in future contributions to
the plan.
Employee share-based payments
The Group grants equity settled share-based payments to employees (through the Performance Share Plan, the Annual Bonus Plan, Employee
ShareSave Scheme, Employee Share Incentive Plan and Restricted Share Plan). The fair value of these is determined at the date of grant and is
expensed to profit or loss with a corresponding increase in equity which is spread over the vesting period. The fair value is determined using
an appropriate valuation model, as measured at the date of grant, excluding the impact of any non-market conditions. Non-market vesting
conditions are included in assumptions about the number of options that are expected to vest. At each reporting date, the Group revises its
estimates of the number of options or awards that are expected to vest, recognising any adjustment in profit or loss, with a corresponding
adjustment to equity.
To the extent that the Group receives a tax deduction relating to services paid for by means of share awards or options, deferred tax is
provided on the basis of the difference between the market price of the underlying equity as at the date of grant and the exercise price of the
option.
As a result, the deferred tax impact of share options will not directly correlate with the expense reported in profit or loss. To the extent that
the deductible difference exceeds the cumulative charge to the Group Income Statement, it is recorded in equity. When the exercise of share
options results in the issuance of shares, the proceeds received are credited to the share capital and share premium accounts.
Research and development
Expenditure on research and development is recognised as an expense in the period in which it is incurred. An asset is recognised only when
all the conditions set out in IAS 38 Intangible Assets are met.
Exceptional items
The Group has adopted an income statement format that seeks to highlight exceptional items within the Group’s results for the financial year.
Judgement is used by the Group in assessing the particular items which by virtue of their quantitative scale and/or qualitative nature should
be disclosed as exceptional items. Such items may include, but are not limited to, significant reorganisation programmes, profits or losses
on termination of operations, significant impairments of assets, transaction and integration costs related to acquisition activity, transaction
costs related to disposal activity and litigation costs and settlement. Exceptional items are included in a separate column within the Income
Statement caption to which they relate and are separately disclosed in the Notes to the Group Financial Statements. Where an item that has
been classified as exceptional spans more than one reporting period such as a multi-year restructuring programme, it will also be presented as
exceptional in the following period for consistency of presentation. The Group separately presents the cash paid for exceptional items in the
Group Statement of Cash Flows and the tax impact in the exceptional note disclosure.
Share capital
Ordinary Shares
Ordinary Shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are taken as a deduction
from equity, net of tax, from the proceeds.
Notes to the Group Financial Statements continued
Financial year ended 27 September 2024
137Strategic Report | Directors’ Report | Financial Statements | Other Information
Own Share Reserve
The Own Share Reserve relates to Ordinary Shares in the Company, which are held in trust. The shares held in trust are granted to the
beneficiaries of the Group’s employee share award schemes when the relevant conditions of the schemes are satisfied, with a transfer
between the own share reserve and retained earnings when the transfer occurs.
2. Segment information
Convenience Foods is the Group’s operating segment, which represents its reporting segment. This reflects the Group’s organisational
structure and the nature of the financial information reported to and assessed by the Chief Operating Decision Maker (‘CODM’) as defined by
IFRS 8 Operating Segments. The CODM has been identified as the Group’s Board of Directors.
The segment incorporates convenience food categories including sandwiches, salads, sushi, chilled snacking, chilled ready meals, chilled
soups and sauces, chilled quiche, ambient sauces, pickles and frozen Yorkshire Puddings.
Up to 29 September 2023, the segment included an Irish ingredients trading business, Trilby Trading Limited, which was disposed of by the
Group on that date. The Irish ingredients trading business is therefore included in the prior financial year segment information and contributed
revenue of £80.1m and profit of £2.6m for the financial year ending 29 September 2023.

| Convenience Foods |
| 2024 | 2023
| £m | £m
Revenue | 1,807. 1 | 1,913.7
Group operating profit before exceptional items and amortisation of acquisition-related intangible assets | 97.5 | 76.3
Amortisation of acquisition-related intangible assets | (3.0) | (3.6)
Group operating profit before exceptional items | 94.5 | 72.7
Finance income | 1.0 | 0.7
Finance costs | (23.8) | (21.5)
Exceptional items | (10.2) | (6.7)
Taxation | (15.2) | (9.3)
Profit for the financial year | 46.3 | 35.9

The following table disaggregates revenue by product categories in the Convenience Foods reporting. All income in the Group has been
recognised at a point in time and not over time. The Group’s revenue by geography is included on page 138.

| 2024 | 2023
| £m | £m
Revenue for Convenience Foods |  |
Food to go categories | 1,244.6 | 1,252.6
Other convenience categories | 562.5 | 661.1
Total revenue | 1,807. 1 | 1,913.7

Food to go categories includes sandwiches, salads, sushi and chilled snacking while the other convenience categories include chilled ready
meals, chilled soups and sauces, chilled quiche, ambient sauces, pickles and frozen Yorkshire Puddings.
Revenue earned individually from four customers in Convenience Foods of £348.5m, £295.1m, £285.9m and £188.5m respectively represents
more than 10% of the Group’s revenue (2023: Revenue earned individually from three customers in Convenience Foods of £348.3m, £280.7m
and £274.8m respectively represents more than 10% of the Group’s revenue).
Segment assets and liabilities
All assets and liabilities are allocated to the Convenience Foods segment. As such, an analysis of assets and liabilities has not been included in
this disclosure.
Other segment information

|  | Convenience Foods
| 2024 | 2023
| £m | £m
Capital additions* | 32.7 | 37.8
Right-of-use asset additions | 16.1 | 13.3
Depreciation of property plant and equipment and right-of-use assets | 53.9 | 53.8
Amortisation of computer software and other intangibles (computer software and other intangible assets) | 2.3 | 2.7
Amortisation of acquisition related intangible assets – Customer related | 3.0 | 3.6
Non-current assets (excluding derivative financial instruments, retirement benefit assets and deferred tax assets) | 801.7 | 822.3

138 Greencore Group plc Annual Report and Financial Statements 2024
2. Segment information continued
Geographic analysis

| Ireland |  |  | UK |  | Convenience Foods
| 2024 | 2023 | 2024 | 2023 | 2024 | 2023
| £m | £m | £m | £m | £m | £m
Revenue | – | 80.1 | 1 ,807.1 | 1,833.6 | 1,807. 1 | 1,913.7
Capital additions* | 1.2 | – | 31.5 | 37.8 | 32.7 | 37.8
Right-of-use asset additions | 2.5 | 0.3 | 13.6 | 13.0 | 16.1 | 13.3
Non-current assets (excluding derivative financial instruments, retirement benefit assets and deferred tax assets) | 7.0 | 5.2 | 794.7 | 817.1 | 801.7 | 822.3

* This denotes capital additions for property, plant and equipment and computer software and other intangibles.
3. Operating costs before acquisition related amortisation

| 2024 | 2023
| £m | £m
Employee costs | 242.4 | 224.6
Factory, utility and overhead costs | 67. 3 | 76.8
Distribution costs | 57. 2 | 66.2
Other administrative costs** | 43.3 | 37.6
Professional fees | 14.5 | 11.5
Depreciation of property, plant and equipment | 38.5 | 37.5
Depreciation of right-of-use assets | 15.4 | 16.3
Amortisation of intangible assets | 2.3 | 2.7
Lease rentals for low value and short term leases | 7.0 | 6.4
Research and development costs | 7.7 | 6.7
Impairment of property, plant and equipment | 3.1 | 3.0
Impairment of intangibles | 0.6 | –
Other operating costs | 1.7 | 2.8
Rental income from investment properties | (0.1) | (0.1)
Other operating income | – | (0.6)
Total operating costs before acquisition-related amortisation and exceptional items | 500.9 | 491.4
Exceptional charge (Note 7) | 10.2 | 6.7
Total operating costs before acquisition-related amortisation | 511.1 | 498. 1

** Other administrative costs include insurance, IT and sundry administrative expenses.
4. Result for the financial year
The result for the Group for the financial year has been arrived at after charging the following amounts:

| 2024 | 2023
| £m | £m
Directors’ remuneration |  |
Emoluments and fees | 2.1 | 2.4
Pension costs – defined contribution plans | 0.1 | 0.1
Gain on share awards under short term incentive schemes | – | 0.3
Compensation for loss of office | – | 0.4
Total | 2.2 | 3.2

During the current financial year, there were amounts accruing for two of the Directors under defined contribution pension schemes (2023: two).

| 2024 | 2023
| £’000 | £’000
Auditor’s remuneration |  |
Audit of the Group Financial Statements | 930 | 882
Other assurance services | 90 | 72
Tax advisory services | – | –
Other non-audit services | – | –
Total | 1,020 | 954

Notes to the Group Financial Statements continued
Financial year ended 27 September 2024
139 Strategic Report | Directors’ Report | Financial Statements | Other Information
5. Employment
The average monthly number of persons (including Executive Directors) employed by the Group during the financial year was:

| 2024 | 2023
| Number | Number
Production | 9,335 | 9,890
Distribution | 1,566 | 1,553
Administration | 2,528 | 2,559
| 13,429 | 14,002

The staff costs for the financial year for the above employees were:

| 2024 | 2023
| £m | £m
Wages and salaries | 415.2 | 398.6
Social insurance costs | 38.4 | 35.6
Employee share-based payment expense (Note 6) | 5.7 | 3.6
Termination costs | 0.6 | 6.2
Pension costs – defined contribution plans (Note 24) | 16.3 | 15.5
| 476.2 | 459.5
Legacy defined benefit interest cost (Note 24) | 1.0 | 1.2
| 477.2 | 460.7

Total staff costs recognised in the Group profit or loss were £475.6m (2023: £459.7m) while £1.6m of staff costs were capitalised during the
financial year (2023: £1.0m).
Actuarial loss on Group legacy defined benefit schemes recognised in the Group Statement of Other Comprehensive Income:

| 2024 | 2023
| £m | £m
Return on plan assets (Note 24) | 16.0 | (36.0)
Actuarial (loss)/gain arising on scheme liabilities (Note 24) | (20.7) | 26.8
Total loss taken directly to equity | (4.7) | (9.2)

6. Share-based payments
The Group operates a number of employee share award schemes which are equity settled share-based payments. A recognised valuation
methodology as set out in IFRS 2 Share-based payments is employed to determine the fair value of awards granted. The relevant valuation
methodology is described in the following sections for each share scheme. The charge incurred relating to these awards is recognised within
operating costs, unless specified as an exceptional item. Details of each of the employee share schemes operated by the Group are set out
below.
Annual Bonus Plan
Members of the Group Executive team and certain senior management participate in the Annual Bonus Plan as outlined in the Report on
Directors’ Remuneration. In accordance with this plan, a deferred share award equal to a proportion of the cash bonus is awarded to the
participating executives. The number of shares is calculated at market value on the date of allocation, to be held by a Trustee for the benefit
of individual participants without any additional performance conditions other than three years of service. The shares vest after three years
but are forfeit should an executive voluntarily leave the Group within the three-year time period, subject to normal ‘good leaver’ provisions.
The charge recognised in the Group Income Statement was £0.5m (2023: £0.9m) all recognised within operating costs (2023: £0.6m
recognised within operating costs and £0.3m within exceptional items).
The share price on the grant date, for awards granted in December 2023 was £0.98 (December 2022: £0.68).
On 1 December 2023 and 1 December 2022 respectively, 689,409 and 766,481 awards were granted to members of the Group Executive
Team and certain senior management under the Annual Bonus Plan.
The following table illustrates the number of, and movements in, share awards during the financial year under the plan:

| 2024 | 2023
| Number | Number
| outstanding | outstanding
At beginning of financial year | 594,032 | 1,319,090
Granted | 689,409 | 766,481
Vested | (400,701) | (1,491,539)
At end of financial year | 882,740 | 594,032
Exercisable at end of financial year | – | –

140 Greencore Group plc Annual Report and Financial Statements 2024
6. Share-based payments continued
Annual Bonus Plan continued
Awards will be granted to members of the Group Executive Team of the Group under the Annual Bonus Plan in respect of the financial year
ended 27 September 2024. A charge amounting to £0.2m (2023: £0.1m) relating to awards to Executive Directors has been included in the
Group Income Statement in respect of the estimated 2024 charge. The total fair value of the awards will be taken as a charge to the Group
Income Statement over the vesting period of the awards.
Performance Share Plan
Certain employees participate in a long-term incentive scheme, the Performance Share Plan. In accordance with the scheme rules,
participants are awarded an allotment of shares which will vest over three years subject to vesting conditions based on growth in Adjusted
Earnings per Share, Return on Invested Capital and relative Total Shareholder Return (‘TSR’). An additional two-year future service period will
apply to Executive Directors’ vested shares before they are released.
The number of shares granted is calculated based on the market value on the date of allocation. Share awards are forfeited should a
participating employee voluntarily leave the Group prior to the vesting date, subject to normal ‘good leaver’ provisions. The fair value of the
award has attributed a value to each vesting condition. The relative TSR is fair valued using a Monte Carlo simulation as described further in
this note. A charge amounting to £2.2m (2023: £0.6m) was included in the Group Income Statement in the year ended 27 September 2024
relating to these awards for all Performance Share Plan awards granted from December 2021 onwards.
The following table illustrates the number of, and movements in, share awards during the financial year under the plan:

| 2024 | 2023
| Number | Number
| outstanding | outstanding
At beginning of financial year | 10,752,522 | 6,089,094
Granted | 5,336,843 | 8,749,839
Expired | (1,237,012) | (1,642,783)
Forfeited | (941,494) | (2,443,628)
At end of financial year | 13,910,859 | 10,752,522
Exercisable at end of financial year | – | –

ShareSave Schemes
The Group operates savings-related share option schemes where options are granted at a discount of between 20% and 25% of the market
price at the date of invitation over a three year savings contract. Options are exercisable during the six month period following completion of
the savings contract. The charge recognised in the Group Income Statement in respect of these options was £0.9m (2023: £1.1m). Grant date
fair value was arrived at by applying a trinomial model, which is a lattice option-pricing model.
During the financial year ended 27 September 2024, ShareSave Scheme options were granted 2,851,819 shares in the UK only, which will
ordinarily be exercisable at an exercise price of £1.36 per share, during the period 1 September 2027 to 28 February 2028. The weighted
average fair value of options granted during the financial year ended 27 September 2024 was £0.29.
During the financial year ended 29 September 2023, ShareSave Scheme options were granted 12,209,146 shares in the UK only, which will
ordinarily be exercisable at an exercise price of £0.63 per share, during the period 1 September 2026 to 28 February 2027. The weighted
average fair value of share options granted during the year ended 29 September 2023 was £0.14.
Number and weighted average exercise price for the UK ShareSave Scheme (expressed in sterling)
The following table sets out the number and weighted average exercise prices (expressed in sterling) of, and movements in, share options
during the financial year under the UK ShareSave Scheme:

| 2024 |  | 2023 |
|  | Weighted |  | Weighted
|  | average exercise |  | average exercise
| Number | price | Number | price
| outstanding | £ | outstanding | £
At beginning of financial year | 17,288,527 | 0.75 | 13,506,159 | 1.04
Granted | 2,851,819 | 1.36 | 12,209,146 | 0.63
Exercised | (710,342) | 1.06 | – | –
Expired | (330,580) | 1.03 | (653,706) | 1.56
Forfeited | (3,094,649) | 0.96 | (7,773,072) | 0.99
At end of financial year | 16,004,775 | 0.80 | 17,288,527 | 0.75
Exercisable at end of financial year | 544,148 | 1.06 | 1,713,484 | 1.14

Notes to the Group Financial Statements continued
Financial year ended 27 September 2024
141Strategic Report | Directors’ Report | Financial Statements | Other Information
Range of exercise prices for the UK ShareSave Scheme (expressed in sterling)

|  |  | Weighted |  | Weighted
|  | Weighted | average exercise |  | average exercise
| Number | average contract | price | Number | price
| outstanding | life years | £ | exercisable | £
At 27 September 2024 |  |  |  |  |
£0.01-£1.00 | 12,673,180 | 2.16 | 0.67 | – | –
£1.01-£2.00 | 3,331,595 | 2.79 | 1.31 | 544,148 | 1.06
| 16,004,775 | 2.29 | 0.80 | 544,148 | 1.06
At 29 September 2023 |  |  |  |  |
£0.01-£1.00 | 14,053,982 | 3.13 | 0.67 | – | –
£1.01-£2.00 | 3,234,545 | 0.74 | 1.10 | 1,713,484 | 1.14
| 17,288,527 | 2.68 | 0.75 | 1,713,484 | 1.14

Number and weighted average exercise prices for the Irish ShareSave Scheme (expressed in euro)
The following table sets out the number and weighted average exercise prices (expressed in euro) of, and movements in, share options during
the financial year under the Irish ShareSave Scheme:

| 2024 |  | 2023 |
|  | Weighted |  | Weighted
|  | average exercise |  | average exercise
| Number | price | Number | price
| outstanding | € | outstanding | €
At beginning of financial year | 62,016 | 1.19 | 81,376 | 1.26
Exercised | (15,126) | 1.19 |  |
Expired | (62,016) | 1.19 | (10,285) | 1.75
Forfeited | – | – | (9,075) | 1.19
At end of financial year | – | – | 62,016 | 1.19
Exercisable at end of financial year | – | – | 62,016 | 1.19

Range of exercise prices for the Irish ShareSave Scheme (expressed in euro)

|  |  | Weighted |  | Weighted
|  | Weighted | average exercise |  | average exercise
| Number | average contract | price | Number | price
| outstanding | life years | € | exercisable | €
At 27 September 2024 |  |  |  |  |
€1.01-€2.00 | – | – | – | – | –
| – | – | – | – | –
At 29 September 2023 |  |  |  |  |
€1.01-€2.00 | 62,016 | 0.26 | 1.19 | 62,016 | 1.19
| 62,016 | 0.26 | 1.19 | 62,016 | 1.19

Employee Share Incentive Plan
The Group operates an Employee Share Incentive Plan for all UK employees. This was a once off grant of share awards in January 2022 and
the number of shares was calculated at market value on the date of allocation, and was to be held by a Trustee for the benefit of individual
participants without any additional performance conditions other than three years of service. The shares vest after three years but are forfeit
should an employee voluntarily leave the Group within the three year time period, subject to normal ‘good leaver’ provisions. The charge
recognised in the Group Income Statement was £0.8m (2023: £0.5m).
The share price on the grant date, for awards granted in January 2022 was £1.35.
The following table illustrates the number of, and movements in, share awards during the financial year under the plan:

| 2024 | 2023
| Number | Number
| outstanding | outstanding
At beginning of financial year | 1,838,712 | 1,911,392
Exercised | (54,832) | (46,920)
Forfeited | (312,064) | (25,760)
At end of financial year | 1,471,816 | 1,838,712
Exercisable at end of financial year | – | –

142 Greencore Group plc Annual Report and Financial Statements 2024
6. Share-based payments continued
Restricted Share Plan
In 2023, the Group launched a Restricted Share Plan to assist with the recruitment and retention of employees in the UK and Ireland below the
Group Executive Team level. The number of shares granted is calculated at the market value on the date of allocation, without any additional
performance conditions other than continuous service for a period of one year and two years, with 50% of the awards vesting one year
after the grant date, and the remainder vesting after two years. There are no holding periods applicable after the vesting date. The charge
recognised in the Group Income Statement was £1.3m (2023: £0.5m).
In December 2023, 162,682 shares were awarded when the share price as £0.98, in March 2024 a further 134,083 shares were awarded when
the share price was £1.12 and in July 2024 a further 30,206 shares were awarded when the share price was £1.66.
In June 2023, 2,506,236 shares were awarded when the share price was £0.80, and a further 117,537 shares were awarded in September 2023
when the share price was £0.77.
The following table illustrates the number of, and movements in, share awards during the financial year under the plan

| 2024 | 2023
| Number | Number
| outstanding | outstanding
At beginning of financial year | 2,623,773 | –
Granted | 326,971 | 2,623,773
Vested | (1,261,747) | –
Forfeited | (100,249) | –
At end of financial year | 1,588,748 | 2,623,773
Exercisable at end of financial year | – | –

Weighted average assumptions used to value the share schemes
Annual Bonus Plan, Employee Share Incentive Plan and Restricted Share Plan
The fair value of awards granted under the Annual Bonus Plan, Employee Share Incentive Plan and Restricted Share Plan is equal to the share
price on the grant date.
Performance Share Plan
All vesting conditions relating to the awards will be equally weighted when assessing the fair value at grant date. The relative TSR component
has been valued using a Monte Carlo simulation model which also incorporates the relative volatility of the identified peer group with whom
the Group are compared to assess the relative TSR vesting condition. The following table shows the weighted average assumptions used to
fair value the equity settled awards granted.

| FY24 | FY23
| PSP TSR | PSP TSR
Dividend yield (%) | 0.00% | 4.43%
Expected volatility (%) | 35.72% | 41.26%
Risk-free interest rate (%) | 3.98% | 3.16%
Expected life of option (years) | 3 | 3
Share price at grant (£) | £0.98 | £0.63
Fair value (£) | £0.77 | £0.27

ShareSave Schemes
The ShareSave Schemes equity settled options are also valued at the fair value on grant date and are calculated by applying a trinomial model.
The following table shows the weighted average assumptions used to fair value the equity settled options granted.

| 2024 | UK | 2023 | UK
|  | ShareSave |  | ShareSave
Dividend yield (%) |  | 2.69% |  | 5.96%
Expected volatility (%) |  | 34.89% |  | 42.24%
Risk-free interest rate (%) |  | 4.09% |  | 5.23%
Employee failure-to-save rate (p.a.) (%) |  | 20.63% |  | 20.63%
Expected life of option (years) |  | 3 |  | 3
Share price at grant (£) |  | £1.77 |  | £0.84
Exercise price (£) |  | £1.36 |  | £0.63
Fair value (£) |  | £0.29 |  | £0.14

Notes to the Group Financial Statements continued
Financial year ended 27 September 2024
143Strategic Report | Directors’ Report | Financial Statements | Other Information
The expected volatility is estimated based on the historic volatility of the Company’s share price over a period equivalent to the life of the
relevant option. The risk-free rate of return is the yield on a government bond of a term consistent with the life of the option.
The range of the Company’s share price during the year was £0.68 – £1.89 (2023: £0.61 – £0.92). The average share price during the 2024
financial year was £1.31 (2023: £0.77).
7. Exceptional items
Exceptional items are those which, as set out in our accounting policy, are disclosed separately by virtue of their nature or amount. Such items
are included within the Group Income Statement caption to which they relate.
The Group reports the following exceptional items:

| 2024 | 2023
| £m | £m
Transformation costs (A) | (4.0) | –
Manufacturing site consolidation (B) | (6.0) | –
Non-core property-related (expense)/income (C) | (0.2) | 0.2
Profit on disposal of trading business (D) | – | 0.1
Reorganisation costs (E) | – | (8.9)
Defined benefit pension schemes restructuring (F) | – | (0.4)
Release of legacy business liability (G) | – | 1.7
Reversal of Impairment (H) | – | 0.6
Total exceptional items before taxation | (10.2) | (6.7)
Tax credit on exceptional items | 0.8 | 1.2
Total exceptional items | (9.4) | (5.5)

(A) Transformation costs
During the current financial year, the Group has commenced a multi-year transformation programme, Making Business Easier, which is
expected to take place over a period of up to five years, with a total estimated cash cost of up to £80m. This is comprised of a projected
expense of up to £50m to be recognised within exceptional items and up to £30m of estimated capital spend and software licensing costs.
The programme is focused on transforming the Group’s technology infrastructure and end-to-end processes to drive efficiencies in the way
the entire Group operates. In the current financial year, the Group recognised a charge of £4.0m in relation to this (FY23: £nil).
(B) Manufacturing site consolidation
The Group consolidated two soup manufacturing sites during the financial year which resulted in the closure of soup production capacity at
the Kiveton facility and consolidation of soup production at the Bristol site. As a result, the Group has recognised costs associated with closing
the Kiveton facility, incurring an exceptional charge of £6.0m of which £5.0m relates to impairment of Property, Plant and Equipment and
£1.0m associated with impairment of engineering spares, redundancy costs and mothballing costs.
(C) Non-core property-related (expense)/income
In the current financial year, the Group has disposed of an investment property in Ireland and recognised a net loss on disposal of £0.2m.
In the prior financial year, the Group recognised a reversal of an impairment and an increase to a remediation provision in relation to non-core
properties.
(D) Profit on disposal of trading business
In the prior financial year, the Group disposed of its interest in Trilby Trading Limited with a profit of £0.1m recognised on disposal.
(E) Reorganisation costs
In the prior financial year, the Group recognised a reorganisation charge of £8.9m in relation to its Better Greencore programme which
concluded in FY23 and therefore there is no cost relating to that programme in the current financial year.
(F) Defined benefit pension schemes restructuring
In the prior financial year, the Group incurred a charge of £0.4m in relation to restructuring costs associated with its legacy defined benefit
schemes in Ireland. There were no further defined benefit scheme restructurings or related costs in the current financial year.
(G) Release of legacy business liability
In the prior financial year, the Group released £1.7m of a liability relating to legacy business disposals which the Group is satisfied are not
probable to be paid. The full liability was released in the prior financial year thus no further movements were recognised in the current
financial year.
(H) Reversal of Impairment
In the prior financial year, the Group recognised a reversal of impairment of £0.6m relating to manufacturing assets that had been brought
back into use. No further indicators for reversals of impairment were identified in the current financial year.
144 Greencore Group plc Annual Report and Financial Statements 2024
7. Exceptional items continued
Cash flow on exceptional items
The total net cash outflow during the financial year in respect of exceptional charges was £5.3m (2023: £10.9m), of which £1.7m was in
respect of prior year exceptional charges. The net income from the disposal of the investment property of £0.7m (2023: £nil) has been
recognised separately on the Group Statement of Cash Flows within investing activities.
8. Finance costs and finance income

| 2024 | 2023
| £m | £m
Finance Income |  |
Interest on bank deposits | 1.0 | 0.7
Total finance income | 1.0 | 0.7
Finance Costs |  |
Finance costs on interest bearing cash and cash equivalents, borrowings and other financing costs | (21.5) | (17.6)
Interest on lease obligations (Note 14) | (1.4) | (1.2)
Net pension financing charge (Note 24) | (1.0) | (1.2)
Unwind of discount on liabilities | (0.1) | (0.1)
Change in fair value of derivative financial instruments and related debt adjustments | 0.5 | (1.2)
Foreign exchange on inter-company and external balances where hedge accounting is not applied | (0.3) | (0.2)
Total finance costs | (23.8) | (21.5)
Recognised Directly in Equity |  |
Currency translation adjustment | (0.3) | (0.5)
Effective portion of changes in fair value of cash flow hedges | (0.8) | (3.1)
| (1.1) | (3.6)

There were no interest costs capitalised in the financial year (2023: £nil).
9. Taxation

| 2024 | 2023
| £m | £m
Current tax |  |
Overseas tax charge | 8.3 | 7.6
Adjustment in respect of prior financial years | (9.7) | (1.4)
Total current tax (credit)/charge (pre-exceptional) | (1.4) | 6.2
Deferred tax |  |
Origination and reversal of temporary differences | 9.5 | 6.0
Legacy defined benefit pension obligations | 3.2 | 2.7
Effect of tax rate change | – | 0.8
Employee share-based payments | (0.6) | (0.8)
Adjustment in respect of prior financial years | 5.3 | (4.4)
Total deferred tax charge (pre-exceptional) | 17.4 | 4.3
Income tax expense (pre-exceptional) | 16.0 | 10.5
Tax on exceptional items |  |
Tax credit on exceptional items | (0.8) | (1.2)
Total tax charge for the financial year | 15.2 | 9.3
Tax relating to items taken directly to equity |  |
Deferred tax relating to items taken directly to equity |  |
Actuarial loss on Group legacy defined benefit pension schemes | (1.3) | 0.6
Employee share-based payments | (5.5) | (0.3)
Total deferred tax in equity for the financial year | (6.8) | 0.3

Notes to the Group Financial Statements continued
Financial year ended 27 September 2024
145Strategic Report | Directors’ Report | Financial Statements | Other Information
Reconciliation of total tax charge
The tax charge for the financial year can be reconciled to the profit per the Group Income Statement as follows:

| 2024 | 2023
| £m | £m
Profit for the financial year | 46.3 | 35.9
Adjusted For: |  |
Tax charge for the financial year | 15.2 | 9.3
Profit before tax | 61.5 | 45.2
Tax charge at Irish corporation tax rate of 12.5% (2023: 12.5%) | 7.7 | 5.7
Effects of: |  |
Expenses not deductible for tax purposes | 4.6 | 2.2
Differences in effective tax rates on overseas earnings | 7.0 | 4.6
Effect of deferred tax asset not recognised | 0.3 | –
Effect of trading losses not recognised | – | 1.8
Effect of rate change in the UK | – | 0.8
Adjustment in respect of prior financial years | (4.4) | (5.8)
Total tax charge for the financial year | 15.2 | 9.3

The net prior year adjustment for FY24 is a credit of £4.4m (FY23: £5.8m credit). The adjustment in FY24 includes a credit in current tax of
£9.7m as a result of finalising capital allowance claims. This credit is offset by a debit of £5.3m in deferred tax as the tax value of assets is
reduced below the accounts value following the capital allowance claims.
Deferred taxation
The Group’s deferred tax assets and liabilities are analysed as follows:

| Property, | Acquisition- | Retirement |  | Employee |  |
| plant and | related | benefit | Tax | share-based |  |
| equipment | intangibles | obligations | losses | payment | Other | Total
| £m | £m | £m | £m | £m | £m | £m
Year ended 27 September 2024 |  |  |  |  |  |  |
At 29 September 2023 | (8.3) | (1.7) | 7.3 | 12.4 | 1.2 | 2.7 | 13.6
Income Statement credit/(charge) | (14.8) | 0.7 | (3.2) | (1.3) | 0.9 | 0.3 | (17.4)
Tax recorded in equity | – | – | 1.3 | – | 5.5 | – | 6.8
Tax transferred from deferred tax to current tax payable | – | – | – | – | (0.3) | – | (0.3)
At 27 September 2024 | (23.1) | (1.0) | 5.4 | 11.1 | 7. 3 | 3.0 | 2.7
Deferred tax assets (deductible temporary differences) | 1.3 | – | 7.3 | 11.1 | 7.3 | 3.2 | 30.2
Deferred tax liabilities (taxable temporary differences) | (24.4) | (1.0) | (1.9) | – | – | (0.2) | (27.5)
Net deferred tax asset/(liability) | (23.1) | (1.0) | 5.4 | 11.1 | 7. 3 | 3.0 | 2.7

| Property, | Acquisition | Retirement |  | Employee |  |
| plant and | related | benefit | Tax | share-based |  |
| equipment | intangibles | obligations | losses | payment | Other | Total
| £m | £m | £m | £m | £m | £m | £m
Year ended 29 September 2023 |  |  |  |  |  |  |
At 30 September 2022 | (11.3) | (2.7) | 9.9 | 18.9 | 0.5 | 2.9 | 18.2
Income Statement credit/(charge) | 3.0 | 1.0 | (2.0) | (6.5) | 0.4 | (0.2) | (4.3)
Tax recorded in equity | – | – | (0.6) | – | 0.3 | – | (0.3)
At 29 September 2023 | (8.3) | (1.7) | 7.3 | 12.4 | 1.2 | 2.7 | 13.6
Deferred tax assets (deductible temporary differences) | 2.8 | – | 9.6 | 12.4 | 1.2 | 2.8 | 28.8
Deferred tax liabilities (taxable temporary differences) | (11.1) | (1.7) | (2.3) | – | – | (0.1) | (15.2)
Net deferred tax asset/(liability) | (8.3) | (1.7) | 7.3 | 12.4 | 1.2 | 2.7 | 13.6

The Group performed its assessment of the recoverability of deferred tax assets at 27 September 2024 taking into account the Group’s actual
historic performance, the impact of tax legislation enacted at the reporting date and the detailed financial forecasts for the business covering
the periods over which the assets are expected to be utilised. The Group is satisfied based on this assessment and sensitivities completed that
the £30.2m (2023: £28.8m) of deferred tax assets are recoverable.
146 Greencore Group plc Annual Report and Financial Statements 2024
9. Taxation continued
Deferred taxation continued
The group has not provided deferred tax in relation to temporary differences of approximately £300m (2023: £300m) applicable to
investments in subsidiaries on the basis that the Group can control the timing and realisation of these temporary differences, and it is probable
that the temporary differences will not reverse in the foreseeable future. No provision has been provided in respect of deferred tax relating to
unremitted earnings of subsidiaries as there is no commitment to remit earnings.
No deferred tax asset is recognised in respect of certain tax losses and other attributes incurred by the Group on the grounds that there is
insufficient evidence that the assets will be recoverable. In the event that sufficient profits are generated in the relevant jurisdictions in the
future, these assets may be recovered. The unrecognised deferred tax asset at 27 September 2024 was £57.1m (2023: £54.7m) which has been
calculated based on the tax rate applicable to the jurisdiction to which the losses relate and has been translated to the Group presentation
currency at the closing rate on 27 September 2024.
The total gross unrecognised trading tax losses are £137.6m (2023: £153.8m). There is not an expiry date for these losses in any jurisdiction.
The unrecognised deferred tax asset on these losses amounts to £34.4m (2023: £32.6m).
The total gross unrecognised capital tax losses are £54.3m (2023: £54.7m). These capital losses will not expire in any jurisdiction. The
unrecognised deferred tax asset on these losses amounts to £14.2m (2023: £14.3m)
Recognition of deferred tax assets is a key judgement in the Group Financial Statements as disclosed in Note 1.
Factors that may impact future tax charges and other disclosures
As part of the Organisation for Economic Co-operation and Development (‘OECD’)/G20 Base Erosion and Profit Shifting (‘BEPS’) project, the
OECD has introduced Pillar Two model rules. Pillar Two legislation was enacted in Ireland, the jurisdiction in which Greencore Group plc is
incorporated, and came into effect within Finance (No. 2) Act 2023 (the ‘Finance Act’). The Finance Act closely follows the EU Minimum Tax
Directive and OECD Guidance released to date. The Pillar Two rules apply a 15% effective tax rate on profits and the Group is within the scope
of these rules from 28 September 2024.
Since the Pillar Two legislation was not effective at the reporting date, the Group has no related current tax exposure. The Group applies the
exception to recognising and disclosing information about deferred tax assets and liabilities related to Pillar Two income taxes, as provided
in the amendments to IAS 12 issued in May 2023. Under the legislation, the Group is liable to pay a top-up tax for the difference between the
Global Anti-base Erosion Rules (‘GloBE’) effective tax rate per jurisdiction and the 15% minimum rate.
The Group has performed an assessment of their potential exposure to Pillar Two income taxes under Irish legislation. This assessment is
based on a combination of prior year country-by-country reporting, current year results and consideration of the likely results for FY25. Based
on the assessment, the Pillar Two effective tax rates in most of the jurisdictions in which the Group operates are above 15% or will meet the
financial thresholds required to apply the transitional safe harbour rules which will exempt the Group from applying the full Pillar Two rules in
those territories. However, in Ireland the transitional safe harbour relief may not apply as the Pillar 2 effective tax rate is close to 15%. Based on
current financial projections, the Group does not expect a material exposure to Pillar Two income taxes in Ireland.
10. Earnings per Ordinary Share
Basic earnings per Ordinary Share is calculated by dividing the profit attributable to equity holders of the Company by the weighted average
number of Ordinary Shares in issue during the financial year, excluding Ordinary Shares purchased by the Company and held in trust in
respect of the Annual Bonus Plan, the Performance Share Plan, the Employee Share Incentive Plan and the Restricted Share Plan.
Diluted earnings per Ordinary Share is calculated by adjusting the weighted average number of Ordinary Shares outstanding to assume
conversion of all dilutive potential Ordinary Shares.
Adjusted Basic Earnings per Share is calculated as Adjusted Earnings divided by the weighted average number of Ordinary Shares in issue
during the financial year. The numerator for Adjusted Basic Earnings per Share is calculated as profit attributable to equity holders of the
Company adjusted to exclude exceptional items (net of tax), the effect of foreign exchange (‘FX’) on inter-company and certain external
balances where hedge accounting is not applied, the movement in the fair value of all derivative financial instruments and related debt
adjustments, the amortisation of acquisition-related intangible assets (net of tax) and the effect of interest expense relating to legacy defined
benefit pension liabilities (net of tax).
In the current year, the Group repurchased 34,793,763 Ordinary Shares (2023: 33,382,718) in the Company, by way of a share buyback, costing
£49.4m (2023: £26.2m). These shares were immediately cancelled. The effect of this on the weighted average number of ordinary shares was a
decrease of 15,225,225 shares (2023: 16,134,894). The Group had committed to a share buyback of £40m in H2 FY24 and by 27 September 2024
had transferred all funds to the independent broker in order to complete the share buyback but £5.6m of the total was yet to be transacted. These
funds have been fully utilised to complete the £40m share buyback as of 11 November 2024. These shares have not been included in the earnings
per share calculations below.
The total Ordinary Shares in issue at 27 September 2024 was 449,385,547 (2023: 483,453,842).
Notes to the Group Financial Statements continued
Financial year ended 27 September 2024
147Strategic Report | Directors’ Report | Financial Statements | Other Information
Numerator for earnings per share and Adjusted Earnings per Share calculations

| 2024 | 2023
| £m | £m
Profit attributable to equity holders of the Company (numerator for earnings per share calculations) | 46.3 | 35.9
Exceptional items (net of tax) | 9.4 | 5.5
Movement on fair value of derivative financial instruments and related debt adjustments | (0.5) | 1.2
FX effect on inter-company and external balances where hedge accounting is not applied | 0.3 | 0.2
Amortisation of acquisition related intangible assets (net of tax) | 2.2 | 2.7
Pension financing (net of tax) | 0.7 | 0.7
Numerator for adjusted earnings per share calculations | 58.4 | 46.2

Denominator for basic earnings per share and adjusted earnings per share calculations

| 2024 | 2023
| ‘000 | ‘000
Shares in issue at the beginning of the financial year | 483,454 | 516,837
Effect of share buyback and cancellation in the financial year | (15,225) | (16,135)
Effect of shares held by Employee Benefit Trust | (8,400) | (5,330)
Effect of shares issued during the financial year | 10 | –
Weighted average number of Ordinary Shares in issue during the financial year | 459,839 | 495,372

Denominator for diluted earnings per share calculations
Employee Performance Share Plan awards, which are performance based, are treated as contingently issuable shares, because their issue is
contingent upon satisfaction of specified performance conditions in addition to the passage of time. These contingently issuable Ordinary
Shares are excluded from the computation of diluted earnings per Ordinary Share where the conditions governing exercisability have not been
satisfied as at the end of the reporting period.
A total of 13,285,306 (2023: 20,252,989) unvested shares were excluded from the diluted earnings per share calculation as they were either
antidilutive or contingently issuable Ordinary Shares which had not satisfied the performance conditions attaching at the end of the 2024
financial year.
A reconciliation of the weighted average number of Ordinary Shares used for the purpose of calculating the diluted earnings per share
amounts is as follows:

| 2024 | 2023
| ‘000 | ‘000
Weighted average number of Ordinary Shares in issue during the financial year | 459,839 | 495,372
Dilutive effect of share awards and options | 10,205 | 1,165
Weighted average number of Ordinary Shares for diluted earnings per share | 470,044 | 496,537

Earnings per share calculations

| 2024 | 2023
| Total | Total
| pence | pence
Basic earnings per Ordinary Share | 10.1 | 7.2
Adjusted earnings per Ordinary Share | 12.7 | 9.3
Diluted earnings per Ordinary Share | 9.9 | 7.2

11. Dividends Paid and Proposed
There were no dividends paid in the current or prior year. The Directors have proposed a final dividend for the financial year ended
27 September 2024 of 2.00 pence per Ordinary Share, totalling £9.0m. The proposed final dividend will be payable on 6 February 2025 to
shareholders on the Register of Members on 10 January 2025.
In the current financial year, the next phase of the value return to shareholders completed with a further £49.4m value (2023: £26.2m)
returned up to 27 September 2024 in the form of a share buyback. A further £5.6m had been transferred to the independent broker engaged
to complete the share buyback pre year end. As of 11 November 2024, the £5.6m was utilised to repurchase shares which were subsequently
cancelled. This completed £55.0m of tranches of the share buyback programme, £15m of which related to the £50m programme announced
in May 2022 and £40m related to the programme announced in May 2024 and extended in August 2024.
148 Greencore Group plc Annual Report and Financial Statements 2024
12. Goodwill and intangible assets

|  | Acquisition- |  |
|  | related | Computer |
|  | intangible assets | software |
|  | – Customer | and other |
| Goodwill | related | intangibles | Total
| £m | £m | £m | £m
Financial year ended 27 September 2024 |  |  |  |
At 29 September 2023 | 447. 3 | 7.5 | 6.3 | 461.1
Additions | – | – | 0.9 | 0.9
Impairment | – | – | (0.6) | (0.6)
Amortisation charge | – | (3.0) | (2.3) | (5.3)
At 27 September 2024 | 447.3 | 4.5 | 4.3 | 456.1
Financial year ended 27 September 2024 |  |  |  |
Cost | 457.9 | 52.3 | 20.3 | 530.5
Accumulated impairment/amortisation | (10.6) | (47.8) | (16.0) | (74.4)
At 27 September 2024 | 447.3 | 4.5 | 4.3 | 456.1

|  | Acquisition |  |
|  | related | Computer |
|  | intangible assets | software |
|  | – Customer | and other |
| Goodwill | related | intangibles | Total
| £m | £m | £m | £m
Financial year ended 29 September 2023 |  |  |  |
At 30 September 2022 | 449.4 | 11.1 | 7.6 | 468.1
Additions | – | – | 1.4 | 1.4
Amortisation charge | – | (3.6) | (2.7) | (6.3)
Disposal of undertakings | (2.0) | – | – | (2.0)
Currency translation adjustment | (0.1) | – | – | (0.1)
At 29 September 2023 | 447.3 | 7. 5 | 6.3 | 461.1
Financial year ended 29 September 2023 |  |  |  |
Cost | 457.9 | 52.3 | 18.5 | 528.7
Accumulated impairment/amortisation | (10.6) | (44.8) | (12.2) | (67.6)
At 29 September 2023 | 447.3 | 7. 5 | 6.3 | 461.1

Goodwill and impairment testing
Goodwill acquired in business combinations is allocated, at acquisition, to the cash generating units (‘CGUs’) that are expected to benefit from
that business combination. The Group has allocated goodwill to its only CGU, Convenience Foods UK.
The CGU represents the lowest level within the Group at which the associated goodwill is assessed for internal management purposes and
is not larger than the operating segment determined in accordance with IFRS 8 Operating Segments. The carrying value of the Convenience
Foods UK goodwill at the financial year end is £447.3m (2023: £447.3m).
The Group performed an impairment test on the carrying value of goodwill of £447.3m (2023: £447.3m) at 27 September 2024 using a value in
use model to determine the recoverable amount. The recoverable amount had significant headroom above the carrying value and therefore,
no impairment was recorded (2023: £Nil).
Notes to the Group Financial Statements continued
Financial year ended 27 September 2024
149Strategic Report | Directors’ Report | Financial Statements | Other Information
Key assumptions
The recoverable amount of goodwill allocated to the Convenience Foods UK CGU is based on a value in use calculation with the key
assumptions set out in the table below.
The Group’s assessment of Goodwill involves inputs and assumptions that require estimation including; cash flow projections, long term
growth rate and discount rate, as a result, the Group has identified the assumptions underpinning value in use calculations as an area of
significant estimation uncertainty.

Key assumptions | Basis for determining values assigned to key assumptions
Cash flow projections | The cash flow projections are based on the 2025 budget, which has been approved by the Board,
| and a four-year strategic plan, which specifically excludes incremental profits and other cash flows
| stemming from any potential future acquisitions or future operational restructuring.
| In preparing the 2025 budget and the 2026 – 2029 strategic plan cash flow projections, the Group
| has utilised industry experience with changes in selling prices and direct costs based on past practices
| and expectations of future changes in the market. Future cash flows also take account of cost inflation,
| price recovery and growth in future volumes. The cash flows include an assumption on maintenance
| capital expenditure required by the business over the future projected period.
| The impact of expenditure relating to the Group’s near-term strategy as part of our Better Future
| Plan including investments in effluent treatment, capital expenditure to assist in our carbon emission
| reduction targets, and impairment considerations on transition of the Group’s distribution fleet to
| electric vehicles and alternative fuels have been considered as part of the goodwill impairment testing
| process through cash flow projections.
Long-term growth rate | A long-term growth rate of 2% (2023: 2%) has been used in extrapolating the cashflows beyond the
| budget and strategic plan period to perpetuity. This growth rate does not exceed the long-term
| average growth rate for industries in which the CGU operates.
Discount rate | The pre-tax discount rate has decreased in the current financial year for the Convenience Foods UK
| CGU, from 13% at 29 September 2023 to 12% at 27 September 2024. The pre-tax discount rates are
| based on the Group’s weighted average cost of capital, calculated using the Capital Asset Pricing
| Model adjusted for the Group’s specific beta coefficient together with a country risk premium to take
| account where the CGU derives its cash flows.

Applying these techniques, no impairment charge arose in 2024 (2023: £Nil).
Sensitivity analysis
The key assumptions underlying the impairment reviews are set out above. Sensitivity analysis has been conducted in respect of the CGU
using the following sensitivity assumptions: 1% increase in the discount rate; nil terminal value growth and a reduced EBITDA to allow for
the potential monetary impacts of climate-related risks identified as part of the scenario analysis completed during FY24, including rising
commodity costs and changing temperatures increasing the cost of doing business for the Group. There were no CGU impairments identified
as a result of the applied sensitivity analysis in 2024.
150 Greencore Group plc Annual Report and Financial Statements 2024
13. Property, plant and equipment

| Land and | Plant and | Fixtures and | Capital work in |
| buildings | machinery | fittings | progress | Total
| £m | £m | £m | £m | £m
Year ended 27 September 2024 |  |  |  |  |
At 29 September 2023 | 156.2 | 128.0 | 12.4 | 18.9 | 315.5
Additions | – | 1.9 | 1.2 | 28.7 | 31.8
Depreciation charge | (11.9) | (22.6) | (4.0) | – | (38.5)
Impairments | (1.1) | (5.8) | (0.2) | (1.0) | (8.1)
Reclassifications | 4.4 | 21.2 | 6.2 | (31.8) | –
At 27 September 2024 | 147.6 | 122.7 | 15.6 | 14.8 | 300.7
Year ended 27 September 2024 |  |  |  |  |
Cost | 255.2 | 315.9 | 52.9 | 14.8 | 638.8
Accumulated depreciation | (107.6) | (193.2) | (37.3) | – | (338.1)
At 27 September 2024 | 147.6 | 122.7 | 15.6 | 14.8 | 300.7
Year ended 29 September 2023 |  |  |  |  |
At 30 September 2022 | 158.5 | 134.5 | 12.7 | 13.7 | 319.4
Additions | 0.2 | 1.0 | 1.4 | 33.8 | 36.4
Depreciation charge | (11.6) | (21.8) | (4.1) | – | (37.5)
Impairments | (0.6) | (1.9) | (0.2) | (0.3) | (3.0)
Reversal of Impairment | 0.4 | 0.2 | – | – | 0.6
Reclassifications | 9.7 | 16.0 | 2.6 | (28.3) | –
Disposal of undertakings | (0.4) | – | – | – | (0.4)
At 29 September 2023 | 156.2 | 128.0 | 12.4 | 18.9 | 315.5
Year ended 29 September 2023 |  |  |  |  |
Cost | 266.4 | 332.2 | 50.7 | 18.9 | 668.2
Accumulated depreciation | (110.2) | (204.2) | (38.3) | – | (352.7)
At 29 September 2023 | 156.2 | 128.0 | 12.4 | 18.9 | 315.5

There are £Nil (2023: £Nil) restrictions on title, and property, plant and equipment pledged as security for liabilities.
Capital work in progress relates to buildings and plant and machinery under construction which the Group expect will be brought into use
within 12-24 months.
The Group keeps all assets under review on an ongoing basis to identify any impairments to be recognised as a result of obsolescence due
to either a change in production methods rendering certain assets idle or impairment due to replacement of assets to align with the Group’s
net zero targets. The Group recognised an impairment charge of £3.1m (2023: £3.0m) following these reviews being carried out. This was
charged to operating costs in the Group Income Statement in both the current and the prior financial year. £0.1m of the total impairment
charge related to the Group’s climate-related strategy (2023: £Nil).
During the financial year, capital additions for sustainability and climate change related projects amounted to £2.8m (2023: £Nil), principally
related to energy projects and refrigeration upgrades.
As disclosed in Note 7, the Group consolidated two soup manufacturing sites during the financial year, and an impairment charge of £5.0m
relating to property, plant and machinery was recognised within exceptional costs.
During the prior financial year, the Group recognised the reversal of impairment of £0.6m (2024: £Nil) in relation to certain facilities which had
reopened in the year. In addition, the Group disposed of its investment in Trilby Trading Limited and as such £0.4m of land and buildings was
disposed of .
Notes to the Group Financial Statements continued
Financial year ended 27 September 2024
151Strategic Report | Directors’ Report | Financial Statements | Other Information
14. Leases
The movement in the Group’s right-of-use assets during the financial year is as follows:

| Land and | Plant and | Motor |
| Buildings | Machinery | Vehicles | Total
| £m | £m | £m | £m
Financial year ended 27 September 2024 |  |  |  |
At 29 September 2023 | 29.8 | 6.2 | 5.0 | 41.0
Additions | 7.3 | 2.2 | 6.6 | 16.1
Disposals | – | (0.2) | (0.1) | (0.3)
Depreciation charge for the financial year | (7.7) | (3.2) | (4.5) | (15.4)
Right-of-use assets at 27 September 2024 | 29.4 | 5.0 | 7.0 | 41.4

| Land and | Plant and | Motor |
| Buildings | Machinery | Vehicles | Total
| £m | £m | £m | £m
Financial year ended 29 September 2023 |  |  |  |
At 30 September 2022 | 29.3 | 7.6 | 7.5 | 44.4
Additions | 7.3 | 1.9 | 4.1 | 13.3
Disposals | – | (0.1) | (0.3) | (0.4)
Depreciation charge for the financial year | (6.8) | (3.2) | (6.3) | (16.3)
Right-of-use assets at 29 September 2023 | 29.8 | 6.2 | 5.0 | 41.0

The movement in the Group’s lease liabilities during the financial year is as follows:

| 2024 | 2023
| £m | £m
At beginning of financial year | 45.0 | 48.0
Additions | 15.9 | 13.0
Disposals | (0.3) | (0.4)
Payments for lease liabilities | (15.7) | (15.6)
Payments for lease interest | (1.4) | (1.2)
Lease interest charge | 1.4 | 1.2
At end of financial year | 44.9 | 45.0

An analysis of the maturity profile of the discounted lease liabilities arising from the Group’s leasing activities is as follows:

| 2024 | 2023
| £m | £m
Within one year | 13.6 | 14.3
Between one and five years | 28.2 | 25.9
Over 5 years | 3.1 | 4.8
Total | 44.9 | 45.0
Analysed as: |  |
Current liabilities | 13.6 | 14.3
Non-current liabilities | 31.3 | 30.7
Total | 44.9 | 45.0

The Group avails of the exemption from capitalising lease costs for short-term leases and low-value assets where the relevant criteria are met.
The following lease costs have been charged to the Group Income Statement on a straight-line basis:

| 2024 | 2023
| £m | £m
Short-term leases | 6.8 | 6.3
Leases of low-value assets | 0.2 | 0.1
Total | 7.0 | 6.4

152 Greencore Group plc Annual Report and Financial Statements 2024
14. Leases continued
The total cash outflow for lease payments during the financial year was as follows:

| 2024 | 2023
| £m | £m
Cash outflow for short-term leases and leases of low value assets | 7.0 | 6.4
Lease payments relating to capitalised right-of-use leased assets | 15.7 | 15.6
Interest payments relating to lease obligations | 1.4 | 1.2
Total | 24.1 | 23.2

15. Investment property

| 2024 | 2023
| £m | £m
At beginning of the financial year | 4.6 | 3.1
Disposal | (0.9) | –
Reversal of impairment | – | 1.6
Currency translation adjustment | (0.2) | (0.1)
At end of financial year | 3.5 | 4.6
Analysed as: |  |
Cost | 3.5 | 4.6
Accumulated depreciation | – | –
At end of financial year | 3.5 | 4.6

The majority of the Group’s investment property is land and therefore is not depreciated. The carrying value of the Group’s investment
properties at 27 September 2024 was £3.5m (2023: £4.6m). During the financial year, the Group disposed of an investment property in Ireland
with a carrying value of £0.9m for £0.7m.
Valuations were carried out on the properties by the Group using external independent valuers and was arrived at by reference to location,
market conditions and status of planning applications. In addition, the Group have been in negotiation with third-party market participants
to purchase some of the land in the Irish investment property portfolio. As the market prices are equal to or exceed the carrying value of the
properties, the Group have considered it unnecessary to adjust the carrying value of the Investment Property in line with the requirements of
IAS 36 Impairment of Assets.
The fair values of investment properties require Level 3 inputs to determine a fair value measurement.
An increase or decrease in the price per hectare of 5% would result in a 5% or £0.2m increase or decrease in the fair value of the land (2023:
£0.2m).
16. Inventories

| 2024 | 2023
| £m | £m
Raw materials and consumables | 38.5 | 39.8
Work in progress | 0.5 | 0.3
Finished goods and goods for resale | 27.4 | 32.8
| 66.4 | 72.9
None of the above carrying amounts have been pledged as security for liabilities entered into by the Group. |  |
Inventory recognised within cost of sales | 893.3 | 1,032.3

The amount recognised as an expense for a reduction in the carrying value of inventory from cost to net realisable value was £6.5m
(2023: £6.9m).
Notes to the Group Financial Statements continued
Financial year ended 27 September 2024
153 Strategic Report | Directors’ Report | Financial Statements | Other Information
17. Trade and other receivables

| 2024 | 2023
| £m | £m
Current |  |
Trade receivables | 174.1 | 170.6
Other receivables | 35.0 | 40.3
Prepayments | 13.6 | 12.9
VAT | 9.8 | 10.3
Contract costs | 0.1 | 0.1
Total | 232.6 | 234.2

The fair value of current receivables approximates book value due to their size and short-term nature.
Approximately £36.0m (2023: £36.0m) of the Group’s trade receivables are secured against pension liabilities. See Note 24 for further details.
The Group’s exposure to credit and currency risk and expected credit losses related to trade and other receivables is set out in Note 22.
18. Trade and other payables

| 2024 | 2023
| £m | £m
Current |  |
Trade payables | 297.8 | 316.3
Employment related taxes | 9.1 | 9.7
Other payables and accrued expenses* | 124.1 | 120.0
Current trade and other payables | 431.0 | 446.0
Non-current |  |
Other payables | 2.2 | 2.4
Total trade and other payables | 433.2 | 448.4

* Other payables and accrued expenses are made up of £113.8m (2023: £110.4m) of accrued expenses and £10.3m (2023: £9.6m) of accrued wages and salaries.
The fair value of trade and other payables approximates book value due to their short-term nature.
The Group’s exposure to liquidity and currency risk is disclosed in Note 22.
19. Cash and cash equivalents and bank overdrafts

| 2024 | 2023
| £m | £m
Cash at bank and in hand | 57. 3 | 116.5

Cash at bank earns interest at floating rates based on daily bank deposit rates. Short-term deposits are made for varying periods, between
one day and one month, depending on the immediate cash requirements of the Group, and earn interest at the respective short-term deposit
rates. The fair value of cash and cash equivalents equals the carrying amount.
For the purposes of the Group Statement of Cash Flows, cash and cash equivalents and bank overdrafts are presented net as follows:

| 2024 | 2023
| £m | £m
Cash at bank and in hand | 57. 3 | 116.5
Bank overdraft (Note 20) | (42.9) | (83.7)
Total cash and cash equivalents and bank overdrafts | 14.4 | 32.8

154 Greencore Group plc Annual Report and Financial Statements 2024
20. Borrowings

| 2024 | 2023
| £m | £m
Current |  |
Bank overdrafts | 42.9 | 83.7
Bank borrowings | – | 45.0
Private placement notes | 14.9 | 16.0
Total current borrowings | 57.8 | 144.7
Non-current |  |
Bank borrowings | 132.6 | 94.0
Private placement notes | 15.0 | 31.8
Total non-current borrowings | 147.6 | 125.8
Total borrowings | 205.4 | 270.5

The maturity of borrowings is as follows:

| 2024 | 2023
| £m | £m
Less than 1 year | 57.8 | 144.7
Between 1 and 2 years | 64.8 | 16.0
Between 2 and 5 years | 82.8 | 109.8
| 205.4 | 270.5

The exposure of the Group’s borrowings to interest rate changes and the contractual repricing dates at the financial year end date are as
follows:

| 2024 | 2023
| £m | £m
6 months or less | – | 139.0
1 – 5 years | 162.5 | 47.8
| 162.5 | 186.8

The average difference between the margin and base rate that the Group paid on its financing facilities in the year ended 27 September 2024
was 1.91% (2023: 1.80%).
Bank overdrafts are part of the Group cash pooling arrangement and therefore are not exposed to interest rate changes.
Bank borrowings
The Group’s bank borrowings are denominated in sterling. At 27 September 2024, interest is set at commercial rates based on a spread above
SONIA.
The Group’s bank borrowings, net of finance fees amounted to £132.6m at 27 September 2024 (September 2023: £139.0m) with maturities
ranging from January 2026 to November 2028. Interest is charged at SONIA (or equivalent benchmark rates) plus an agreed margin.
In November 2023, the Group refinanced its debt facilities with a new five year £350m sustainability linked revolving credit facility (‘RCF’),
maturing in November 2028 with the option of two additional one year extensions. This new facility replaces the £340m RCF that was due
to mature in January 2026. A £45m term loan due to mature in June 2024 was also repaid in full as part of this debt restructuring. This was
treated as a substantial modification of the borrowings and as such the Group derecognised the original facilities and a recognised the
new facility and associated fees. As part of this transaction, the Group recognised a repayment of £105.0m of bank borrowings, being the
repayment of the £45m term loan and £60m outstanding on the £340m RCF facility.
The majority of the Group borrowings are subject to primary financial covenants calculated in accordance with lenders’ facility agreements
which exclude the impact of IFRS 16; Leases:
• Maximum Leverage Ratio: Adjusted Net Debt : Consolidated Adjusted EBITDA – 3.50 : 1; and
• Minimum Interest Coverage Ratio: Consolidated Adjusted EBITDA: Consolidated Net Interest Payable – 3 : 1
The Group is fully compliant with the covenant requirements, for more information refer to Note 22 (page 161).
Under the terms of this new facility, the Group is required to report on three Sustainability Performance Targets; Scope 1 emissions, Scope 2
emissions and Reportable Accident Frequency Rate (‘RAFR’).These metrics are linked to the Group’s sustainability targets and the performance
relative to the targets will result in a correlating adjustment to the interest rate margin payable on this facility.
Notes to the Group Financial Statements continued
Financial year ended 27 September 2024
155Strategic Report | Directors’ Report | Financial Statements | Other Information
Private placement notes
The Group’s outstanding private placement notes net of finance fees amounted to £29.9m (denominated as $28.0m and £9.0m) at
27 September 2024 (2023: £47.8m, denominated as $41.9m and £13.5m). These were issued as fixed rate debt in June 2016 ($55.9m and
£18m) with maturities ranging between June 2023 and June 2026. The Group repaid $14.0m and £4.5m private placement notes in June
2024 (2023: $14.0m and £4.5m repaid in June 2023).
In December 2018, the Group entered into cross-currency interest rate swap arrangements for the original debt of $55.9m of private
placement notes, to swap from fixed rate US dollar to fixed rate sterling. The fixed rate US dollar to fixed rate sterling swaps are designated as
cash flow hedges.
Guarantees
The Group’s financing facilities are secured by guarantees from Greencore Group plc and cross-guarantees from various companies within
the Group. The Group has complied with the financial covenants of its borrowing facilities during 2024 and 2023.
Interest rate profile
The interest rate profile of cash and cash equivalents and bank overdrafts, and borrowings at 27 September 2024 was as follows:

| US dollar | Euro | Sterling | Total
| £m | £m | £m | £m
Floating rate net debt | – | 0.4 | (78.6) | (78.2)
Fixed rate net debt | (20.9) | – | (49.0) | (69.9)
Total | (20.9) | 0.4 | (127.6) | (148.1)

The interest rate profile of cash and cash equivalents and bank overdrafts, and borrowings at 29 September 2023 was as follows:

| US dollar | Euro | Sterling | Total
| £m | £m | £m | £m
Floating rate net debt | 0.1 | 5.2 | (21.5) | (16.2)
Fixed rate net debt | (34.3) | – | (103.5) | (1 37.8)
Total | (34.2) | 5.2 | (125.0) | (154.0)

21. Derivative financial instruments
Derivative financial instruments recognised as assets and liabilities in the Statement of Financial Position are analysed as follows:

|  | 2024 |
| Assets | Liabilities | Net
| £m | £m | £m
Current |  |  |
Cross-currency interest rate swaps – cash flow hedges | – | (0.5) | (0.5)
Interest rate swaps – not designated as cash flow hedges | 0.5 | – | 0.5
Forward foreign exchange contracts – not designated as hedges | – | (0.1) | (0.1)
| 0.5 | (0.6) | (0.1)
Non-current |  |  |
Cross-currency interest rate swaps – cash flow hedges | – | (0.4) | (0.4)
Interest rate swaps – cash flow hedges | – | (0.5) | (0.5)
| – | (0.9) | (0.9)
Total | 0.5 | (1.5) | (1.0)

156 Greencore Group plc Annual Report and Financial Statements 2024
21. Derivative financial instruments continued

|  | 2023 |
| Assets | Liabilities | Net
| £m | £m | £m
Current |  |  |
Cross-currency interest rate swaps – cash flow hedges | 0.4 | – | 0.4
Interest rate swaps – cash flow hedges | 0.5 | – | 0.5
Forward foreign exchange contracts – not designated as hedges | – | (0.0) | (0.0)
| 0.9 | (0.0) | 0.9
Non-current |  |  |
Cross-currency interest rate swaps – cash flow hedges | 1.2 | – | 1.2
Interest rate swaps – cash flow hedges | 2.5 | – | 2.5
| 3.7 | – | 3.7
Total | 4.6 | (0.0) | 4.6

Derivative instruments which are held for trading and are not designated as effective hedging instruments are classified as a current asset or
liability (as appropriate) regardless of maturity if the Group expects that they may be settled within 12 months of the year end date. Derivative
instruments that are designated as effective hedging instruments are classified as a current or non-current asset or liability by reference to the
maturity of the hedged item.
Cross-currency interest rate swaps
The Group utilises cross-currency interest rate swaps to convert fixed rate US dollar private placement notes into fixed rate sterling liabilities.
Interest rate swaps
The Group utilises interest rate swaps to convert floating rate sterling into fixed rate debt liabilities.
The total value of sterling interest rate swaps at 27 September 2024 was £105.0m (2023: £90.0m), inclusive of £40.0m (2023: £90.0m) of
principal amount of the Group’s borrowings which are converted to fixed rate debt liabilities, £20.0m (2023: £Nil) of forward starting interest
rate swaps and £45.0m (2023: £Nil) of interest rate swaps that are not designated as cash flow hedges. A further £20.0m of forward rate swap
agreements were entered into, in October 2024.
The fixed interest rates on these instruments varied from 4.180% to 4.622% (2023: 0.504% to 0.660%) and they will mature in February 2026
and October 2026.
As part of the refinancing of debt facilities described in Note 20, the £340m RCF due to mature in January 2026 was repaid. As a result of this
transaction, £45.0m of interest rate swaps which had been linked to this facility and which remained in place changed designation to interest
rate swaps – not designated as cash flow hedges. As a result, the hedged transaction was no longer anticipated to occur, and the cumulative
amount recognised within equity was transferred to the income statement, furthermore, all subsequent gain or loss movements on these
instruments was recognised in the Group Income Statement. The fixed interest rates on these instruments varied from 0.612% to 0.660%
(2023: 0.504% to 0.660%) and they matured post financial year end.
Forward foreign exchange contracts
The notional principal amounts of outstanding forward foreign exchange contracts at 27 September 2024 total £2.1m (2023: £9.6m). No
outstanding forward foreign exchange contracts are designated as cash flow hedges as at 27 September 2024 (2023: £Nil).
22. Financial risk management and financial instruments
Financial risk management objectives and policies
The Group’s activities expose it to a variety of financial risks that include interest rate risk, foreign currency risk, liquidity risk, credit risk and
price risk. These financial risks are actively managed by the Group’s Treasury and Procurement functions under strict policies and guidelines
approved by the Board of Directors. The Group’s Treasury function actively monitors market conditions with a view to minimising the
exposure of the Group to changing market factors while at the same time minimising the volatility of the funding costs of the Group. The
Group uses derivative financial instruments such as interest rate cross-currency swaps, interest rate swaps and forward foreign currency
contracts to manage the financial risks associated with the underlying business activities of the Group.
Financial instruments that are carried at fair value, use different valuation methods. The different levels have been defined as follows:
Level 1: Quoted prices (unadjusted) in active markets for identical assets and liabilities.
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or
indirectly (i.e. derived from prices).
Level 3: Inputs for the asset or liability that are not observable market data (unobservable inputs).
Notes to the Group Financial Statements continued
Financial year ended 27 September 2024
157Strategic Report | Directors’ Report | Financial Statements | Other Information
The fair value of the financial liabilities held at amortised cost and the financial liabilities in fair value hedges are classified within Level 2 of
the fair value hierarchy and have been calculated by discounting the expected future cash flows at prevailing interest rates and by applying
financial year end exchange rates.

|  |  |  | 2024 |  |  |
|  |  |  |  | Financial |  |
|  |  | Fair value |  | liabilities at |  |
|  | Loans and | through | Cash flow | amortised | Carrying |
| Fair value | receivables | profit or loss | hedges | cost | value | Fair value
| hierarchy | £m | £m | £m | £m | £m | £m
Cash and cash equivalents | Level 1 | 57. 3 | – | – | – | 57.3 | 57. 3
Bank overdrafts | Level 1 | – | – | – | (42.9) | (42.9) | (42.9)
Derivative financial instruments | Level 2 | – | 0.4 | (1.4) | – | (1.0) | (1.0)
Bank borrowings | Level 2 | – | – | – | (132.6) | (132.6) | (132.6)
Private Placement Notes | Level 2 | – | – | – | (29.9) | (29.9) | (29.5)

|  |  |  | 2023 |  |  |
|  |  |  |  | Financial |  |
|  |  | Fair value |  | liabilities at |  |
|  | Loans and | through | Cash flow | amortised | Carrying |
| Fair value | receivables | profit or loss | hedges | cost | value | Fair value
| hierarchy | £m | £m | £m | £m | £m | £m
Cash and cash equivalents | Level 1 | 116.5 | – | – | – | 116.5 | 116.5
Bank overdrafts | Level 1 | – | – | – | (83.7) | (83.7) | (83.7)
Derivative financial instruments | Level 2 | – | (0.0) | 4.6 | – | 4.6 | 4.6
Bank borrowings | Level 2 | – | – | – | (139.0) | (139.0) | (138.9)
Private Placement Notes | Level 2 | – | – | – | (47.8) | (47.8) | (45.9)

The carrying value of trade and other receivables and trade and other payables are considered a reasonable approximation of fair value and
therefore have not been included in the tables above.
During the current and prior financial year, there were no transfers between the different levels identified above.
Interest rate risk
The Group’s exposure to market risk for changes in interest rates arises from its floating rate borrowings, cash and cash equivalents and bank
overdrafts and derivative financial instruments. The Group’s policy is to optimise interest cost and reduce volatility in reported earnings. This
is managed by reviewing the debt profile of the Group regularly on a currency by currency basis and by selectively using interest rate swaps to
manage the level of floating interest rate exposure.
The Group holds private placement notes in US dollars which have been swapped to sterling using cross currency interest rate swaps.
Sensitivity analysis for floating rate debt
The full year impact of both an upward and downward movement in each applicable interest rate and interest rate curve by 100 basis points
(assuming all the other variables remain constant) is shown below.

| On profit after tax |  | On equity |
| 2024 | 2023 | 2024 | 2023
| £m | £m | £m | £m
Effect of a downward movement of 100 basis points | 0.5 | 0.5 | (0.4) | 0.0
Effect of an upward movement of 100 basis points | (0.5) | (0.5) | 0.4 | (0.0)

negative = cost, positive = gain
158 Greencore Group plc Annual Report and Financial Statements 2024
22. Financial risk management and financial instruments continued
Foreign currency risk
The Group is exposed to currency risk on sales and purchases in certain businesses that are denominated in currencies other than the
functional currency of the entity concerned. The Group utilises foreign currency contracts to economically hedge foreign exchange
exposures arising from these transactions. The Group has been actively working on reducing these risks by negotiating contracts with
customers and suppliers in Sterling.
The Group’s trading entity exposures to foreign currency risk for amounts not denominated in the functional currency of the relevant entity at
the year end date were as follows (excluding derivative financial instruments):

|  | 2024 |  |  | 2023 |
| Euro | US dollars | Sterling | Euro | US dollars | Sterling
Denominated in: | £m | £m | £m | £m | £m | £m
Trade receivables and other receivables | – | – | – | 0.3 | – | –
Trade payables and other payables | (0.8) | – | – | (5.2) | – | –
Cash and cash equivalents and bank overdrafts | – | – | – | 5.1 | 0.1 | –
Gross balance sheet exposure | (0.8) | – | – | 0.2 | 0.1 | –

Sensitivity analysis for primary foreign currency risk
A 10% strengthening of the sterling exchange rate against the euro exchange rates in respect of the translation of amounts not denominated in
the functional currency of relevant entities into the functional currency would impact profit after tax and equity by the amount shown below.
This assumes that all other variables remain constant. A 10% weakening of the sterling exchange rate against the euro exchange rates would
have an equal and opposite effect.

| On Profit after tax |  | On Equity |
| 2024 | 2023 | 2024 | 2023
| £m | £m | £m | £m
Impact of 10% strengthening of sterling vs. euro gain | 0.4 | 0.8 | 1.4 | 4.5

Currency profile
The currency profile of cash and cash equivalents and bank overdrafts, borrowings and derivative financial instruments at 27 September 2024
was as follows:

| US dollar | Euro | Sterling | Total
| £m | £m | £m | £m
Cash and cash equivalents and bank overdrafts | – | 0.4 | 14.0 | 14.4
Current borrowings (excluding bank overdrafts) | (10.4) | – | (4.5) | (14.9)
Non-current borrowings | (10.5) | – | (137.1) | (147.6)
Other derivative financial instruments | – | – | (1.0) | (1.0)
Total | (20.9) | 0.4 | (128.6) | (149.1)

The currency profile of cash and cash equivalents and bank overdrafts, borrowings and derivative financial instruments at 29 September 2023
was as follows:

| US dollar | Euro | Sterling | Total
| £m | £m | £m | £m
Cash and cash equivalents and bank overdrafts | 0.1 | 5.2 | 27.5 | 32.8
Current borrowings (excluding bank overdrafts) | (11.4) | – | (49.6) | (61.0)
Non-current borrowings | (22.9) | – | (102.9) | (125.8)
Other derivative financial instruments | – | – | 4.6 | 4.6
Total | (34.2) | 5.2 | (120.4) | (149.4)

Liquidity risk
The Group’s policy on funding capacity is to ensure that it always has sufficient long-term funding and committed bank facilities in place
to meet foreseeable peak borrowing requirements with an appropriate level of additional headroom. A prudent approach to liquidity risk
management is taken by the Group by spreading the maturities of its debt using long-term financing. The Group’s Treasury function actively
monitors the current and future funding requirements of the business on a daily basis. Excess funds are placed on short-term deposit for up to
one month whilst ensuring that sufficient cash is available on demand to meet expected operational requirements.
Notes to the Group Financial Statements continued
Financial year ended 27 September 2024
159Strategic Report | Directors’ Report | Financial Statements | Other Information
The following are the carrying amounts and contractual liabilities of financial liabilities (including interest payments):

| Carrying | Contractual | Period 1-6 | Period 6-12 | Period 1-5 | Period > 5
| amount | amount | months | months | years | years
27 September 2024 | £m | £m | £m | £m | £m | £m
Non-derivative financial instruments |  |  |  |  |  |
Bank overdrafts | (42.9) | (42.9) | (42.9) | – | – | –
Bank borrowings | (132.6) | (159.2) | (4.3) | (4.0) | (150.9) | –
Private Placement Notes | (29.9) | (31.5) | (0.7) | (15.4) | (15.4) | –
Lease liabilities | (44.9) | (47.5) | (8.0) | (6.2) | (30.0) | (3.3)
Trade and other payables | (424.1) | (424.1) | (421.9) | – | (2.2) | –
Derivative Financial Instruments |  |  |  |  |  |
Interest rate swaps – cash flow hedges | (0.5) |  |  |  |  |
Inflow/(outflow) |  | (0.2) | 0.1 | (0.1) | (0.2) | –
Interest rate swaps – not designated as cash flow hedges | 0.5 |  |  |  |  |
Inflow |  | 0.2 | 0.2 | – | – | –
Cross-currency interest rate swaps – cash flow hedges | (0.9) |  |  |  |  |
Inflow |  | 22.1 | 0.5 | 10.8 | 10.8 | –
(Outflow) |  | (23.2) | (0.4) | (11.4) | (11.4) | –
Forward foreign exchange contracts | (0.1) |  |  |  |  |
Inflow |  | 2.0 | 1.8 | 0.2 | – | –
(Outflow) |  | (2.1) | (2.0) | (0.1) | – | –

| Carrying | Contractual | Period 1-6 | Period 6-12 | Period 1-5 | Period > 5
| amount | amount | months | months | years | years
29 September 2023 | £m | £m | £m | £m | £m | £m
Non-Derivative Financial Instruments |  |  |  |  |  |
Bank overdrafts | (83.7) | (83.7) | (83.7) | – | – | –
Bank borrowings | (139.0) | (158.1) | (5.0) | (49.3) | (103.8) | –
Private Placement Notes | (47.8) | (51.6) | (1.1) | (16.8) | (33.7) | –
Lease liabilities | (45.0) | (45.8) | (9.5) | (3.9) | (28.0) | (4.4)
Trade and other payables | (438.7) | (438.7) | (436.3) | – | (2.4) | –
Derivative Financial Instruments |  |  |  |  |  |
Interest rate swaps – cash flow hedges | 3.0 |  |  |  |  |
Inflow |  | 2.5 | 1.3 | 1.1 | 0.1 | –
Cross-currency interest rate swaps – cash flow hedges | 1.6 |  |  |  |  |
Inflow |  | 37.2 | 0.8 | 12.1 | 24.3 | –
(Outflow) |  | (35.6) | (0.6) | (11.6) | (23.4) | –
Forward foreign exchange contracts | (0.0) |  |  |  |  |
Inflow |  | 9.6 | 9.6 | – | – | –
(Outflow) |  | (9.6) | (9.6) | – | – | –

Credit risk
Credit risk refers to the risk of financial loss to the Group if a counterparty defaults on its contractual obligations on financial assets held in the
balance sheet. Risk is monitored both centrally and locally.
The Group derives a significant proportion of its revenue from sales to a limited number of major customers (see revenue for key customers
in Note 2). Sales to individual customers can be of significant value and the failure of any such customer to honour its debts could materially
impact the Group’s results. The Group derives significant benefit from trading with its large customers and manages the risk by regularly
reviewing the credit history and rating of all significant customers and reviewing outstanding balances for indicators of impairment. There
have been no significant changes to the Group’s credit risk parameters or to the composition of the Group’s trade receivables during the
financial year.
The Group also manages credit risk in the UK through the use of a receivables purchase arrangement. Under the terms of this agreement the
Group has transferred substantially all of the credit risk and control of the receivables, which are subject to this agreement, and accordingly,
£47.0m (2023: £56.9m) has been derecognised at financial year end. The impact on the Group’s Statement of Cash Flows is recognised in
working capital movements within operating activities. The interest charge on this purchasing arrangement is payable monthly and charged
at SONIA (or equivalent benchmark rates) plus an agreed margin.
In addition, the Group operates trade receivable factoring arrangements with two of its larger customers. These arrangements allow the
Group to choose to factor the receivable before the sales are contractually due from the customer. These are non-recourse arrangements
and therefore amounts are derecognised from trade receivables. At 27 September 2024, £46.9m (2023: £39.3m) was drawn under these
factoring facilities. The Group presents the factoring arrangements as part of the movement in working capital he Group Statement of Cash
Flows. The interest charge on this factoring arrangement is payable monthly and charged at SONIA (or equivalent benchmark rates) plus an
agreed margin .
160 Greencore Group plc Annual Report and Financial Statements 2024
22. Financial risk management and financial instruments continued
Credit risk continued
The aged analysis of trade receivables for the year ended 27 September 2024 and 29 September 2023 is summarised in the table below.

| 2024 | 2023
| £m | £m
Receivable within 1 months of the balance sheet date | 172.2 | 167.6
Receivable between 1 and 3 months of the balance sheet date | 0.7 | 1.5
Receivable greater than 3 months of the balance sheet date | 1.2 | 1.5
Total trade receivables | 174.1 | 170.6

Trade receivables are in general receivable within 90 days of the invoice date, are unsecured and are not interest bearing. The figures disclosed
above are stated net of allowances for impairment.
The Group applies the simplified approach to providing for expected credit losses (‘ECL’) set out in IFRS 9 Financial Instruments, which
requires expected lifetime losses to be recognised from initial recognition of the trade receivables. The Group uses an allowance matrix to
measure the ECL of trade receivables based on its credit loss rates. Expected loss rates are based on historical payment profiles of sales and
the corresponding historical credit loss experience for key customers. The historical loss rates are adjusted to reflect current and forward
economic factors if there is evidence to suggest these factors will affect the ability of the customer to settle receivables.
The movements in the allowance for impairment of trade receivables are as follows:

| 2024 | 2023
| £m | £m
At the beginning of the financial year | (3.4) | (3.4)
Charge to the income statement | (1.2) | (1.1)
Written off during the financial year | 0.6 | 0.7
Recovered during the financial year | – | 0.1
Disposal of undertaking | – | 0.3
At end of financial year | (4.0) | (3.4)

The Group has completed an assessment of ECL on other receivables balances using market default risk probabilities for key customers and
has concluded that this would be immaterial (2023: £Nil).
Cash and cash equivalents and bank overdrafts
Exposure to credit risk on cash and derivative financial instruments is actively monitored by the Group’s Treasury function. Risk of counterparty
default arising on cash and cash equivalents and bank overdrafts is controlled by dealing with high-quality institutions and by policy, limiting
the amount of credit exposure to any one bank or institution. The Group transacts with a variety of high credit quality financial institutions
for the purpose of placing deposits. The Group actively monitors its credit exposure to each counterparty to ensure compliance with the
counterparty risk limits of the Board-approved Treasury Policy. As a result, the Group has identified the associated credit risk as low, and no
credit loss is expected.
Of the total cash and cash equivalents and bank overdrafts at 27 September 2024 and 29 September 2023, the cash was predominantly held
by financial institutions with minimum short-term ratings of A-1 (Standard and Poor’s) or P-1 (Moody’s). The Group accordingly does not
expect any loss in relation to its cash and cash equivalents and bank overdrafts at 27 September 2024.
Price risk
The Group purchases a variety of commodities which can be subject to significant price volatility. The price risk on these commodities is
managed by the Group’s procurement function by closely monitoring markets. The Group’s policy is to minimise its exposure to volatility
by adopting an appropriate forward purchase strategy which is supported through providing regular forward price forecasts to the business.
This forecast enables the Group to both predict and manage inflation.
Reconciliation of movements of liabilities to cash flows arising from financing activities
The reconciliation from opening to closing for the financial year ended 27 September 2024 is as follows:

| At |  | Foreign | Other and | Other | At
| 29 September | Financing | currency | non-cash | operating cash | 27 September
| 2023 | cash flows | translation | movements | movements | 2024
| £m | £m | £m | £m | £m | £m
Bank borrowings | (139.0) | 7.7 | – | (1.3) | – | (132.6)
Private Placement Notes | (47.8) | 15.5 | 2.4 | – | – | (29.9)
Lease liabilities | (45.0) | 15.7 | – | (17.0) | 1.4 | (44.9)
Total changes in liabilities arising from financing activities | (231.8) | 38.9 | 2.4 | (18.3) | 1.4 | (207.4)

Notes to the Group Financial Statements continued
Financial year ended 27 September 2024
161Strategic Report | Directors’ Report | Financial Statements | Other Information
During the current financial year, the Group refinanced its debt facilities with a new five-year sustainability linked Revolving Credit Facility
(‘RCF’). This resulted in the repayment of a £45m term loan and £60m of the £340m RCF, offsetting these repayments was a net drawdown
of £97.3m on the RCF facility. While the overall maturity of the RCF facility is greater than three months, drawdowns and repayments are
presented as net cashflows as they are determined to be short term in nature, given that they occur in line with the business needs on a
transactional basis.
The reconciliation of opening to closing for the prior financial year ended 29 September 2023 is as follows:

| At |  | Foreign | Other and | Other | At
| 30 September | Financing | currency | non-cash | operating cash | 29 September
| 2022 | cash flows | translation | movements | movements | 2023
| £m | £m | £m | £m | £m | £m
Bank borrowings | (158.8) | 20.2 | – | (0.4) | – | (139.0)
Private Placement Notes | (67.9) | 15.5 | 4.6 | – | – | (47.8)
Lease liabilities | (48.0) | 15.6 | – | (13.8) | 1.2 | (45.0)
Total changes in liabilities arising from financing activities | (274.7) | 51.3 | 4.6 | (14.2) | 1.2 | (231.8)

In relation to cash flows from financing activities that relate to equity, there were a number of share capital movements. Issue of share capital
decreased by £0.3m (2023: £0.4m) in the financial year due to the share buyback programme. £55.0m (2023: £26.2m) of a cash outflow has
been recognised within retained earnings with respect to the share buyback programme, this includes £5.6m which was transferred to an
independent broker to complete the share buyback programme which had yet to be transacted at year end. In the financial year, £5.5m (2023:
£3.9m) of own shares were purchased and put into trust. These have been recognised within the own share reserve. £0.8m was received for
the issue of new shares in the financial year (2023: £nil) which has been recognised in share capital and share premium.
Capital management
The Group manages its capital to ensure that entities in the Group will be able to trade on a going concern basis while maximising the return
to stakeholders through the optimisation of the debt and equity balance. The change in debt capital structure in the year is set out in the
Alternative Performance Measures and the change in equity is set out in Note 25. Invested capital is defined as the sum of all current and non-
current assets (including intangibles), less current and non-current liabilities with the exception of debt items, derivative financial instruments
and retirement benefit obligations. The invested capital of the Group at 27 September 2024 is £653.6m (2023: £667.0m). The Group monitors
the Return on Invested Capital of the Group as a Key Performance Indicator; the calculation is set out in the Alternative Performance Measures
on page 177.
At 27 September 2024, the Group’s Leverage Ratio (Adjusted Net Debt:Adjusted EBITDA) was 1.0x (2023: 1.2x) and the Group’s Interest
Coverage Ratio (Adjusted EBITA:Adjusted Consolidated Net Interest Payable) was 7.9 (2023: 7.7) both of which are compliant with the Group’s
financing covenants. Adjusted Net Debt is calculated to exclude lease liabilities recognised as a result of the adoption of IFRS 16 Leases.
Adjusted EBITDA is calculated in line with the lenders’ covenant definitions, which is EBITDA adjusted for exceptional items, and other
recurring items as defined by the covenant definition which include share-based payment charges, and the net impact of lease charges
recognised as a result of the adoption of IFRS 16 Leases, as outlined in the Alternative Performance Measures on page 177. Adjusted Net
Interest payable is calculated in line with the lenders’ covenant which is interest costs net of income, fees and other non-cash related
interest items.
23. Provisions

| Lease | Remediation |  |  |
| dilapidations | and closure | Reorganisation | Other | Total
| £m | £m | £m | £m | £m
Year ended 27 September 2024 |  |  |  |  |
At 29 September 2023 | 5.2 | 2.3 | 0.4 | 2.0 | 9.9
Provided in financial year | 0.2 | – | – | 0.5 | 0.7
Utilised in financial year | (0.1) | (0.7) | (0.4) | (0.1) | (1.3)
Released in financial year | (0.2) | – | – | (0.4) | (0.6)
Unwind of discount to present value in the financial year | – | 0.1 | – | – | 0.1
Currency translation adjustment | – | (0.1) | – | – | (0.1)
At 27 September 2024 | 5.1 | 1.6 | – | 2.0 | 8.7

Analysed as:

| 2024 | 2023
| £m | £m
Non-current liabilities | 6.8 | 6.9
Current liabilities | 1.9 | 3.0
| 8.7 | 9.9

162 Greencore Group plc Annual Report and Financial Statements 2024
23. Provisions continued
Leases dilapidations
Lease dilapidations consist of provisions for leasehold dilapidations in respect of certain leases, relating to the estimated cost of reinstating
leasehold premises to their original condition at the time of the inception of the lease as provided for in the lease agreement. It is anticipated
that these will be payable within ten years.
Remediation and closure
Remediation and closure obligations were established to cover either a statutory, contractual or constructive obligation of the Group.
The majority of the obligation will unwind in one to five years.
Reorganisation
Reorganisation provisions consist of provisions for personnel exit costs arising from the Group’s Better Greencore change programme.
The provision was utilised in full during the financial year.
Other
Other provisions consist of potential litigation and warranty claims. It is currently anticipated that these provisions will unwind in one to five
years.
24. Retirement benefit obligations
The Group operates defined contribution pension schemes in all of its main operating locations. The Group also has legacy defined benefit
pension schemes, which were closed to future accrual on 31 December 2009.
Defined contribution pension schemes
The total cost charged to income of £16.3m (2023: £15.5m) represents employer contributions payable to the defined contribution pension
schemes at rates specified in the rules of the schemes. At 27 September 2024, £2.2m (2023: £2.2m) was included in other accruals in respect
of defined contribution pension accruals.
Legacy defined benefit and defined benefit commitment pension schemes
The Group operates one legacy defined benefit pension scheme and one legacy defined benefit commitment in Ireland (the ‘Irish schemes’)
and one legacy defined benefit pension scheme and one legacy defined benefit commitment in the UK (the ‘UK schemes’) (collectively the
‘schemes’). The Projected Unit Credit actuarial cost method has been employed in determining the present value of the defined benefit
pension obligation, the related current service cost and, where applicable, past service cost.
All of the legacy defined benefit pension schemes are closed to future accrual. Scheme assets are held in separate Trustee administered
funds. These plans have broadly similar regulatory frameworks. Responsibility for governance of the plans, including investment decisions and
contribution schedules, lies with the Company and the respective boards of Trustees.
The Group’s cash contributions to its pension schemes are generally determined by reference to actuarial valuations undertaken by the
schemes’ actuaries at intervals not exceeding three years and not by the provisions of IAS 19 Employee Benefits. These funding valuations can
differ materially from the requirements of IAS 19. In particular the discount rate used to determine the value of liabilities under IAS 19 Employee
Benefits is determined by reference to the yield at the year end date on high grade corporate bonds of comparable duration to the liabilities.
In contrast the discount rate used in the ongoing valuation is generally determined by reference to the yield on the scheme’s current and
projected future investment portfolio.
Where a funding valuation reveals a deficit in a scheme, the Group will generally agree a schedule of contributions with the Trustees designed
to address the deficit over an agreed future time horizon. Full actuarial valuations were carried out on the Irish scheme and the UK scheme
at 31 March 2022 and 31 March 2023 respectively. All of the schemes are operating under the terms of current funding proposals agreed
with relevant pension authorities. The UK legacy defined benefit pension scheme is expected to achieve a fully funded position on a triennial
funding valuation basis by the end of September 2025. Following discussions with the UK scheme’s Trustees, it has been agreed that £9.8m of
annual pension contributions from the Group will cease when the fully funded position is achieved. In FY25, the Group expects to pay c.£12m
in contributions.
In the prior financial year, the Trustees of the Irish legacy defined benefit scheme entered into an annuity buy-in transaction to purchase an
insurance policy for the pensioner liabilities, representing approximately 80% of the liabilities of the scheme at that time. This has the benefit
of de-risking the future of the scheme. The insurance policy is treated as a plan asset and the fair value of the policy is determined to be the
present value of the related obligations. At the completion of the buy-in of the insurance policy, the Group recognised an actuarial loss in
equity reflecting the change in the value of the plan assets to match the related obligation.
Notes to the Group Financial Statements continued
Financial year ended 27 September 2024
163Strategic Report | Directors’ Report | Financial Statements | Other Information
Legacy defined benefit assets and liabilities

|  | 2024 |  |  | 2023 |
| UK | Irish |  | UK | Irish |
| Schemes | Schemes | Total | Schemes | Schemes | Total
| £m | £m | £m | £m | £m | £m
Fair value of plan assets | 181.0 | 140.0 | 321.0 | 159.4 | 145.4 | 304.8
Present value of scheme liabilities | (210.4) | (125.4) | (335.8) | (197.2) | (127.7) | (324.9)
(Deficit)/surplus in schemes | (29.4) | 14.6 | (14.8) | (37.8) | 17.7 | (20.1)
Deferred tax asset/(liability) (Note 9) | 7.4 | (2.0) | 5.4 | 9.5 | (2.2) | 7.3
Net (liability)/asset at end of financial year | (22.0) | 12.6 | (9.4) | (28.3) | 15.5 | (12.8)
Presented as: |  |  |  |  |  |
Retirement benefit asset* | – | 15.3 | 15.3 | – | 18.4 | 18.4
Retirement benefit obligation | (29.4) | (0.7) | (30.1) | (37.8) | (0.7) | (38.5)

* The value of a net pension benefit asset is the value of any amount the Group reasonably expects to recover by way of refund of surplus from the remaining assets of a plan at the end
of the plan’s life.
The International Financial Reporting Standards Interpretations Committee (‘IFRIC 14’) clarifies how the asset ceiling should be applied,
particularly how it interacts with local minimum funding rules. The Group has determined that it has an unconditional right to a refund of
surplus assets if the schemes are run off until the last member dies.
Movement in the fair value of plan assets

| 2024 | 2023
| £m | £m
Change in fair value of plan assets |  |
Fair value of plan assets at beginning of financial year | 304.8 | 339.0
Interest income on plan assets | 15.2 | 15.0
Actuarial gain/(loss) | 16.0 | (36.0)
Administrative expenses paid from plan assets | (0.9) | (1.3)
Employer contributions | 12.4 | 12.4
Benefit payments | (21.2) | (22.1)
Effect of exchange rate changes | (5.3) | (2.2)
Fair value of plan assets at end of financial year | 321.0 | 304.8

Movement in the present value of legacy defined benefit obligations

| 2024 | 2023
| £m | £m
Change in present value of scheme liabilities |  |
Benefit obligation at beginning of financial year | 324.9 | 359.3
Interest expense | 16.2 | 16.2
Actuarial loss/(gain) on financial assumptions | 19.8 | (19.9)
Actuarial loss/(gain) on experience | 2.2 | (1.8)
Actuarial gain on demographic assumptions | (1.3) | (5.1)
Benefit payments | (21.2) | (22.1)
Effect of exchange rate changes | (4.8) | (1.7)
Present value of scheme liabilities at end of financial year | 335.8 | 324.9

Risks and assumptions
The legacy defined employee benefit plans expose the Group to a number of risks, the most significant of which are:
Asset volatility: The plan liabilities are calculated using a discount rate set with reference to corporate bond yields. If assets underperform this
yield this will create a deficit. The plans hold assets which, though expected to outperform corporate bonds in the long term, create volatility
and risk in the short term. The allocation to assets is monitored to ensure that it remains appropriate given the plans’ long-term objectives.
164 Greencore Group plc Annual Report and Financial Statements 2024
24. Retirement benefit obligations continued
Risks and assumptions continued
Discount rates: The discount rates employed in determining the present value of the schemes’ liabilities are determined by reference to
market yields at the financial year end date on high-quality corporate bonds of a currency and term consistent with the currency and term
of the associated post-employment benefit obligations. Changes in discount rates impact the quantum of the liabilities.
Inflation risk: Some of the Group’s pension obligations are linked to inflation; higher inflation will lead to higher liabilities (although in most
cases, caps on the level of inflationary increases are in place to protect the plan against extreme inflation). The assumed rate of future inflation
is derived from the relative yields of index-linked and fixed interest government bonds priced as of 27 September 2024 in the UK. The Irish
inflation assumption has been set based on market expectations at the reporting date which included consideration of the yield on long-term
Irish Government bonds.
Longevity risk: In the majority of cases, the Group’s legacy defined benefit pension schemes provide benefits for the life of the member,
so increases in life expectancy will therefore give rise to higher liabilities.
Climate Change: The impact of climate change on mortality rates, particularly future mortality rates, has been considered and it has been
concluded that there is no impact in the current financial year. This will continue to be kept under review.
The size of the obligation is sensitive to judgemental actuarial assumptions. These include demographic assumptions covering mortality,
economic assumptions covering price inflation and benefit increases, together with the discount rate.
The principal actuarial assumptions are as follows:

| UK Schemes |  | Irish Schemes |
| 2024 | 2023 | 2024 | 2023
Rate of increase in pension payments* | 2.95% | 3.05% | 1.00% | 1.50%
Discount rate | 5.05% | 5.60% | 3.38% | 4.50%
Inflation rate** | 3.15% | 3.30% | 1.90% | 2.50%

* The rate of increase in pension payments applies to the majority of the liability base, however there are certain categories within the Group’s Irish schemes that have an entitlement to
pension indexation.
** The assumption for Retail Price Index (‘RPI’) and Consumer Price Index (‘CPI’) are derived from the Harmonised Index of Consumer Prices (‘HICP’) and relative yields of index-linked
and fixed interest government bonds.
Assumptions regarding future mortality experience are set based on information from published statistics and experience in all geographic
regions and are selected to reflect the characteristics and experience of the membership of the relevant plans. In relation to the UK, this has
been done by reflecting the characteristics of the membership using the demographic tables from S3PA YoB with CMI 2021 model for future
improvements in mortality. The average life expectancy, in years, of a pensioner retiring at 65 is as follows:

| UK Schemes |  | Irish Schemes |
| 2024 | 2023 | 2024 | 2023
| years | years | years | years
Male | 21 | 22 | 23 | 23
Female | 23 | 24 | 24 | 24

Sensitivity of pension liability to judgemental assumptions

|  |  |  | Impact on Scheme Liabilities |
|  | UK Schemes | Irish Schemes | Total 2024 | Total 2023
Assumption | Change in assumption | £m | £m | £m | £m
Discount rate | Decrease by 0.5% | 14.7 | 6.1 | 20.8 | 19.8
Discount rate | Increase by 0.5% | (13.2) | (5.6) | (18.8) | (17.9)
Rate of inflation | Decrease by 0.5% | (10.9) | (1.8) | (12.7) | (11.4)
Rate of inflation | Increase by 0.5% | 11.8 | 1.9 | 13.7 | 12.9
Rate of mortality | Members assumed to live 1 year longer | 5.2 | 5.4 | 10.6 | 10.2

Notes to the Group Financial Statements continued
Financial year ended 27 September 2024
165Strategic Report | Directors’ Report | Financial Statements | Other Information
Sensitivity of pension scheme assets to yield movements

|  |  |  | Impact on Scheme Assets |
|  | UK Schemes | Irish Schemes | Total 2024 | Total 2023
Assumption | Change in assumption | £m | £m | £m | £m
Change in bond yields | Decrease by 0.5% | 13.0 | 6.3 | 19.3 | 17.7

The above sensitivity analysis is based on a change in an assumption while holding all other assumptions constant. The sensitivity analysis
intends to provide assistance in understanding the sensitivity of the valuation of pension liabilities to market movements on discount rates,
inflation rates and mortality assumptions for scheme beneficiaries and in understanding the sensitivity of the valuation of pension assets to
market movements on bond yields.
Hedging strategy
The Trustees invest the funds in a range of assets with the objective of maximising the fund return with a view to containing the cost of funding
the scheme whilst at the same time maintaining an acceptable risk profile. In assessing the risk profile the Trustees take account of the nature
and duration of the liabilities.
Plan assets are comprised as follows:

|  | 2024 |  |  | 2023 |
| Quoted | Unquoted | Total | Quoted | Unquoted | Total
| £m | £m | £m | £m | £m | £m
Cash | 1.4 | – | 1.4 | 2.5 | – | 2.5
Debt instruments | 50.4 | – | 50.4 | 50.5 | – | 50.5
Derivative financial instruments | 140.6 | – | 140.6 | 122.9 | – | 122.9
Investment funds* | 11.4 | 28.1 | 39.5 | 10.8 | 25.6 | 36.4
Insurance contract* | – | 89.1 | 89.1 | – | 92.5 | 92.5
Fair value of plan assets | 203.8 | 117.2 | 321.0 | 186.7 | 118.1 | 304.8

* Where a plan asset has been classified as unquoted, this is where a quoted market price in an active market is not available at the financial year end.
The primary UK Scheme has Liability Driven Investment (‘LDI’) for 78% (2023: 75%) of the UK funds which aims to hedge 100% (relative to
assets) of the interest rate and inflation risk in the scheme. The hedging strategy is designed to reduce the schemes’ exposure to changes in
interest rates and inflation expectations, therefore, reducing funding level risk and volatility. The Trustees review investment strategy regularly.
There is no LDI for the Irish Scheme (2023: nil).
The Trustees of the primary scheme in Ireland, Greencore Group Pension Scheme (‘GGPS’) entered into a legally binding annuity contract in
November 2022 with an insurance company. This annuity policy covered all pensions in payment at that date. As the transaction was a ‘buy in’
annuity contract the obligations to meet pension payments remain with the GGPS, therefore, the pension members covered under the policy
remain a liability of the Scheme. The annuity contract covers c.80% of the GGPS liabilities at the time of the buy-in commencement date
and provides an exact match for the pension members cash flows secured, i.e. a perfect interest rate, inflation and longevity hedge. The only
remaining risk borne by GGPS in respect of these liabilities is the counterparty risk to the insurer and the remaining assets are held in cash and
bonds with a view to limit interest and inflation risk in respect of the deferred population.
The hedging on the UK schemes is provided via pooled fund manager funds which have specified limits on leverage.
Maturity analysis
The expected maturity analysis is set out in the table below:

| UK Schemes % | Irish Schemes % | Total % of
| of benefits | of benefits | benefits
Expected benefit payments: |  |  |
Within 5 years | 11% | 28% | 17%
Between 6 and 10 years | 13% | 22% | 17%
Between 11 and 15 years | 15% | 17% | 16%
Between 16 and 20 years | 14% | 12% | 13%
Between 21 and 25 years | 13% | 8% | 11%
Over 25 years | 34% | 13% | 26%

The weighted average duration of the UK and Irish legacy defined benefit obligations are 13 years (2023: 14 years) and 10 years (2023: 10 years)
respectively.
166 Greencore Group plc Annual Report and Financial Statements 2024
24. Retirement benefit obligations continued
Greencore Group Pension Scheme contingent asset
Up until February 2024, the primary scheme in Ireland, GGPS, had a mortgage and charge relating to certain property assets of the Group for
use as a contingent asset which had a carrying value of £4.6m in FY23. Under the terms of the mortgage and charge, if a disposal of those
property assets occurred and met certain requirements, the GGPS was entitled to a portion of the sale proceeds. The maximum amount
recoverable by the Trustees of the GGPS under the mortgage and charge was the amount required for the GGPS to meet the minimum
funding standard under the Pension Acts 1990-2009. On 23 February 2024, the Trustees of the GGPS released the charge on the property
assets.
Pension funding partnership
In 2013, the Group entered into arrangements with the Greencore UK Legacy Defined Benefit Scheme (‘the UK Scheme’) to address £40.0m
of the actuarial deficit in the UK Scheme. The substance of this arrangement is to reduce the cash funding which would otherwise be required
based on the latest actuarial valuation, whilst improving the security of the UK Scheme members’ benefits.
On 10 May 2013, the Group made a contribution to the UK Scheme of £32.8m. On the same day, the UK Scheme’s Trustees invested £32.8m
in Greencore Convenience Foods Limited Partnership (‘SLP’) as a limited partner. SLP was established by Greencore Prepared Meals Limited,
a wholly owned subsidiary of the Group, to hold properties of the Group and loan notes issued by Greencore Convenience Foods I Limited
Liability Partnership (‘LLP’). LLP was established by SLP and holds certain trade receivables of the Group. As at 27 September 2024, SLP held
properties with a carrying value of £14.4m (2023: £14.8m) and trade receivables with a carrying value of £36.0m (2023: £36.0m) in the Group
Financial Statements. The properties are leased to other Group undertakings. As a partner in the SLP, the UK Scheme is entitled to a semi-
annual share of the profits of SLP until 2029.
These partnerships are controlled by the Group, and as such, they are fully consolidated as wholly owned subsidiaries in accordance
with IFRS 10 Consolidated Financial Statements. Under IAS 19 Employee Benefits, the investment held by the UK Scheme in SLP, does not
represent a plan asset for the purposes of the Group’s financial statements. Accordingly, the Scheme’s deficit position presented in the Group
Financial Statements does not reflect the investment in SLP held by the UK Scheme. Distributions from SLP to the UK Scheme are treated as
contributions by employers in the Group Financial Statements on a cash basis.
25. Share capital

|  | 2024 | 2023
Authorised |  | £m | £m
1,000,000,000 | Ordinary Shares of £0.01 each | 10.0 | 10.0
500,000,000 | Deferred Shares of €0.01 each | 4.3 | 4.3
300,000,000 | Deferred Shares of €0.62 each | 160.1 | 160.1
1 Special Rights Preference Share of €1.26 (A) |  | – | –
|  | 174.4 | 174.4

|  | 2024 | 2023
Issued and fully paid |  | £m | £m
449,385,547 | (2023: 483,453,842) Ordinary Shares of £0.01 each | 4.5 | 4.8
1 Special Rights Preference Share of €1.26 (A) |  | – | –
|  | 4.5 | 4.8

| 2024 | 2023
Reconciliation of movements on Equity Share Capital | £’000 | £’000
Share capital, at beginning of financial year | 4,824 | 5,158
Exercise of share options (B) | 7 | –
Share buyback and cancellation of share (C) | (348) | (334)
Share capital, at end of financial year | 4,483 | 4,824

(A) There is one Special Share of €1.26 in the capital of the Company. The Articles of Association provide that the Special Share may be held only by, or transferred only to, the Minister for
Agriculture, Food and the Marine or some other person appointed by the Minister. In 2011, many of the rights attaching to the Special Share were abolished.
(B) 725,468 share options (2023: nil) granted under the ShareSave Scheme were exercised at a nominal value of £0.007m (2023: £nil). See Note 6.
(C) 34,793,763 Ordinary Shares in the Company were repurchased in the current year and immediately cancelled (2023: 33,382,718). The shares which had a nominal value £0.348m
(2023: £0.334m) were purchased for £49.4m (2023: £26.2m).
All shares, with the exception of the Special Rights Preference Share, carry equal voting rights and rank for dividends to the extent to which the
total amount payable in each share is paid up.
Prior consent of the holder of the Special Share is required in the event that there is a proposal for the voluntary winding up or dissolution
of the Company or if there is any proposed sale, transfer or disposal of the Company’s subsidiary, Irish Sugar Designated Activity Company.
The holder of the Special Share is only entitled to a repayment of the capital paid up on the Special Share (€1.26) and has no further right to
participate in the profits of the Company or any entitlement to dividend.
Notes to the Group Financial Statements continued
Financial year ended 27 September 2024
167Strategic Report | Directors’ Report | Financial Statements | Other Information
Share buyback
In the current year, the Group repurchased 34,793,763 Ordinary Shares (2023: 33,382,718) in the Company, by way of a share buyback, costing
£49.4m (2023: £26.2m). These shares were immediately cancelled. The Group had committed to a share buyback of £40m in H2 FY24 and by
27 September 2024 had transferred all funds to the independent broker in order to complete the share buyback but £5.6m of the total amount
had yet to be transacted. These funds have been fully utilised to complete the £40m share buyback as of 11 November 2024.
Own share reserve:

|  | Number of shares |  | Nominal value of share |  | Total own share reserve |
| 2024 |  | 2023 | 2024 | 2023 | 2024 | 2023
| Number | Number | £ | £ | £m | £m
At beginning of financial year | 7,025,1 27 | 2, | 87 7,009 | 0.071 | 0.029 | 6.4 | 4.4
Shares acquired by Employee Benefit Trust | 4,152,708 |  | 5,688,856 | 0.041 | 0.057 | 5.5 | 3.9
Transferred to beneficiaries of the share scheme | (1,717,280) |  | (1,540,738) | (0.017) | (0.015) | (1.3) | (1.9)
At end of financial year | 9,460,555 |  | 7,025,127 | 0.095 | 0.071 | 10.6 | 6.4

At 27 September 2024, 2.1% of issued share capital is held in this reserve (29 September 2023: 1.5%).
26. Working capital movement
The following represents the Group’s working capital movement:

| 2024 | 2023
| £m | £m
Inventories | 6.5 | (9.6)
Trade and other receivables | 1.5 | 2.7
Trade and other payables | (16.0) | 9.1
| (8.0) | 2.2

27. Capital expenditure commitments
The table below includes the capital commitments for the Group as at 27 September 2024 and 29 September 2023:

| 2024 | 2023
| £m | £m
Capital expenditure that has been contracted but not been provided for | 9.9 | 9.1
Capital expenditure that has been authorised by the Directors but not yet contracted | 6.1 | 7.2
| 16.0 | 16.3

At September 2024, £5.5m (2023: £Nil) of total capital expenditure commitments relate to sustainability and climate-related expenditure.
28. Disposal of undertakings
Trilby Trading Limited
In the prior year, the Group completed the sale of its investment in Trilby Trading Limited, an importer and distributor of edible oils and fats for
the food processing industry, operating out of Ireland.
Effect of disposal on the financial statements

| 2023
| £m
Total assets and liabilities disposed of | (10.8)
Net consideration and disposal related costs | 10.3
Translation reserve transferred to Income Statement on disposal of subsidiary | 0.6
Profit on disposal | 0.1

Reconciliation of consideration to cash received

| 2023
| £m
Net consideration received on completion | 11.2
Cash and cash equivalents disposed of | (5.1)
Net cash inflow arising on disposal | 6.1

168 Greencore Group plc Annual Report and Financial Statements 2024
29. Contingencies
The Company and certain subsidiaries have given guarantees in respect of borrowings and other obligations arising in the ordinary course
of business of the Company and other Group undertakings. The Company treats these guarantee contracts as contingent liabilities until
such time as it becomes probable that a payment will be required under such guarantees. Expected credit loss allowance in relation to these
guarantees is not material.
Pursuant to the provisions of Section 357, Companies Act 2014, the Company has guaranteed the liabilities of certain subsidiary undertakings
in Ireland for the financial year ended 27 September 2024 and as a result, such subsidiary undertakings have been exempted from the filing
provisions of Companies Act 2014. See Note 31 for the list of these subsidiary entities.
Greencore have two letters of credit (‘LoCs’) in place to satisfy our insurers’ collateral requirements for Employer’s Liability and Motor Self-
insured Programs for an amount of £4.9m (2023: £5.5m). The insurers are responsible for paying out where a claim occurs but recover
amounts quarterly from the Group. The LoCs will reduce the insurers’ credit exposure during the period between the claim payout, if any,
and subsequent recovery from the Group.
30. Related party disclosures
The principal related party relationships requiring disclosure in the Group Financial Statements under IAS 24 Related Party Disclosures pertain
to the existence of subsidiaries and transactions with these entities entered into by the Group, as well as the identification and compensation
of key management personnel, as addressed in greater detail below.
Subsidiaries
The Group Financial Statements include the Financial Statements of the Company (Greencore Group plc, the ultimate parent) and its
subsidiaries. A listing of the principal subsidiaries is provided in Note 31 of the Group Financial Statements.
Sales to and purchases from, together with outstanding payables and receivables to and from, subsidiaries, are eliminated in the preparation of
the Group Financial Statements in accordance with IFRS 10 Consolidated Financial Statements.
Key management personnel
For the purposes of the disclosure requirements of IAS 24 Related Party Disclosures, the term ‘Key Management Personnel’ (i.e. those persons
having the authority and responsibility for planning, directing and controlling the activities of the Company), comprise the Board of Directors
which manages the business and affairs of the Group.
Key management personnel compensation was as follows:

| 2024 | 2023
| £m | £m
Salaries and other short-term employee benefits | 2.1 | 2.8
Post-employment benefits – defined contribution costs | 0.1 | 0.1
Share-based payments* | 0.8 | 0.6
| 3.0 | 3.5

* This is the Income Statement charge for the year which represents the fair value of the share-based payments, relating to Executive Directors. Details of the Group’s share-based
payments and the basis of calculation are set out in Note 6. This differs from the amount included in the single total figure for remuneration included in the Directors’ Report which is
not an IFRS metric.
Notes to the Group Financial Statements continued
Financial year ended 27 September 2024
169Strategic Report | Directors’ Report | Financial Statements | Other Information
31. Principal subsidiary undertakings

Name of undertaking | Nature of business | Percentage share | Registered office
Greencore Advances Designated Activity Company (A)(C) | Finance Company | 100 | 4th Floor, Block 2, Dublin Airport
|  |  | Central, Dublin Airport, K67 E2H3,
|  |  | Ireland
Greencore Beechwood Limited (A)(D) | Holding Company | 100 | Greencore Manton Wood,
|  |  | Retford Road, Manton Wood
|  |  | Enterprise Park, Worksop S80 2RS
Greencore Convenience Foods Limited Partnership (B)(D) | Pension Funding | 100 | 1 George Square, Glasgow,
|  |  | United Kingdom, G2 1AL
Greencore Convenience Foods I Limited Liability | Pension Funding | 100 | Greencore Manton Wood, Retford
Partnership (B)(D) |  |  | Road, Manton Wood Enterprise
|  |  | Park, Worksop, England, S80 2RS
Greencore Developments Designated | Property Company | 100 | 4th Floor, Block 2, Dublin Airport
Activity Company (A)(C) |  |  | Central, Dublin Airport, K67 E2H3,
|  |  | Ireland
Greencore Finance Designated Activity Company (A)(C) | Finance Company | 100 | 4th Floor, Block 2, Dublin Airport
|  |  | Central, Dublin Airport, K67 E2H3,
|  |  | Ireland
Greencore Foods Limited (A)(D) | Holding and Management | 100 | Greencore Manton Wood,
| Services Company | Retford Road, Manton Wood
|  |  | Enterprise Park, Worksop S80 2RS
Greencore Food to Go Limited (A)(D) | Food Processor | 100 | Greencore Manton Wood,
|  |  | Retford Road, Manton Wood
|  |  | Enterprise Park, Worksop S80 2RS
Greencore Funding Limited (A)(E) | Finance Company | 100 | IFC 5, St. Helier, Jersey, JE1 1ST
Greencore Grocery Limited (A)(D) | Food Processor | 100 | Greencore Manton Wood,
|  |  | Retford Road, Manton Wood
|  |  | Enterprise Park, Worksop S80 2RS
Greencore Prepared Meals Limited (A)(D) | Food Processor | 100 | Greencore Manton Wood,
|  |  | Retford Road, Manton Wood
|  |  | Enterprise Park, Worksop S80 2RS
Greencore UK Holdings Limited (A)(D) | Holding Company | 100 | Greencore Manton Wood, Retford
|  |  | Road, Manton Wood Enterprise
|  |  | Park, Worksop S80 2RS
Hazlewood Foods Limited (A)(D) | Holding Company | 100 | Greencore Manton Wood, Retford,
|  |  | Road Manton, Wood Enterprise
|  |  | Park, Worksop S80 2RS
Irish Sugar Designated Activity Company (A)(C) |  | General Trading Company 100 | 4th Floor, Block 2, Dublin Airport
|  |  | Central, Dublin Airport, K67 E2H3,
|  |  | Ireland

(A) These companies are all ultimately held 100% by Greencore Group plc. Each of the shares held are Ordinary shares.
(B) These companies are partnerships and the interests held represents interests in member capital.
(C) These companies are registered in Ireland and are availing of the exemption as set out in s.357 of the Companies Act 2014.
(D) These companies are registered in the UK.
(E) This company is registered in Jersey.
32. Subsequent events
The Group announced in May 2024 that they were committed to returning £50m to shareholders over the next 12 months. £40m of the return
was completed through share buyback by November 2024 and the Directors are now proposing a final dividend for the financial year ended
27 September 2024 of 2.0 pence per Ordinary Share. Due to the strong balance sheet, the Group is also launching a £10m share buyback.
33. Board approval
The Group Financial Statements, together with the Company Financial Statements, for the financial year ended 27 September 2024 were
approved by the Board of Directors and authorised for issue on 2 December 2024.
170 Greencore Group plc Annual Report and Financial Statements 2024
Notes
2024
£m
2023
£m
ASSETS
Non-current assets
Intangible assets 0.1 0.2
Property, plant and equipment 2 1.1 0.1
Right-of-use assets 3 2.3 0.3
Financial assets 4 765.1 765.1
Deferred tax asset 5 1.3 –
Total non-current assets 769.9 765.7
Current assets
Trade and other receivables 6 3.8 3.4
Cash and cash equivalents 4.7 0.2
Total current assets 8.5 3.6
Total assets 778.4 769.3
EQUITY
Capital and reserves
Share capital 9 4.5 4.8
Share premium 90.5 89.7
Undenominated capital reserve 121.2 120.9
Other reserves (3.1) (2.3)
Retained earnings 79.7 118.9
Total equity 292.8 332.0
LIABILITIES
Non-current liabilities
Lease liabilities 3 2.0 –
Provisions 7 1.3 1.1
Total non-current liabilities 3.3 1.1
Current liabilities
Bank overdraft – 46.2
Lease liabilities 3 0.4 0.2
Trade and other payables 8 481.0 388.9
Provisions 7 0.9 0.9
Total current liabilities 482.3 436.2
Total liabilities 485.6 437.3
Total equity and liabilities 778.4 769.3
Company only profit for the year was £14.3m (2023: loss of £5.6m).
On behalf of the Board.
Leslie Van De Walle Catherine Gubbins
Director Director
Company Statement of Financial Position
at 27 September 2024
171Strategic Report | Directors’ Report | Financial Statements | Other Information
Share
capital
£m
Share
premium
£m
Undenominated
capital reserve
(D)
£m
Share-
based
payment
reserve
(E)
£m
Own share
reserve
(F)
£m
Retained
Earnings
£m
Total equity
£m
At 29 September 2023 4.8 89.7 120.9 4.1 (6.4) 118.9 332.0
Total comprehensive income for the financial year
Profit for the financial year – – – – – 14.3 14.3
Total comprehensive income for the financial year – – – – – 14.3 14.3
Transactions with equity holders of the Company
Contributions and distributions
Employee share-based payment expense
– – – 5.7 – – 5.7
Tax on share-based payments
– – – – – 0.5 0.5
Exercise, forfeit or lapse of share-based payments
– 0.8 – (2.3) – 2.3 0.8
Shares acquired by Employee Benefit Trust
(A)
– – – – (5.5) – (5.5)
Transfer to retained earnings on grant of shares to
beneficiaries of the Employee Benefit Trust
(B)
– – – – 1.3 (1.3) –
Capital return via share buyback
(C)
(0.3) – 0.3 – – (55.0) (55.0)
Total transactions with equity holders of the
Company (0.3) 0.8 0.3 3.4 (4.2) (53.5) (53.5)
At 27 September 2024 4.5 90.5 121.2 7.5 (10.6) 79.7 292.8
Share
capital
£m
Share
premium
£m
Undenominated
capital reserve
(D)
£m
Share-
based
payment
reserve
(E)
£m
Own share
reserve
(F)
£m
Retained
Earnings
£m
Total equity
£m
At 30 September 2022 5.2 89.7 120.5 3.8 (4.4) 149.3 364.1
Total comprehensive income for the financial year
Loss for the financial year – – – – – (5.6) (5.6)
Total comprehensive income for the financial year – – – – – (5.6) (5.6)
Transactions with equity holders of the Company
Contributions and distributions
Employee share-based payment expense – – – 3.6 – – 3.6
Exercise, forfeit or lapse of share-based payments – – – (3.3) – 3.3 –
Shares acquired by Employee Benefit Trust
(A)
– – – – (3.9) – (3.9)
Transfer to retained earnings on grant of shares to
beneficiaries of the Employee Benefit Trust
(B)
– – – – 1.9 (1.9) –
Capital return via share buyback
(C)
(0.4) – 0.4 – – (26.2) (26.2)
Total transactions with equity holders of the
Company (0.4) – 0.4 0.3 (2.0) (24.8) (26.5)
At 29 September 2023 4.8 89.7 120.9 4.1 (6.4) 118.9 332.0
(A) Pursuant to the terms of the Employee Benefit Trust 4,152,708 shares (2023: 5,688,856) were purchased during the financial year ended 27 September 2024 for a cash cost of £5.5m
(2023: £3.9m). Further details are set out in Note 25 of the Group Financial Statements.
(B) During the financial year 1,717,280 (2023: 1,540,738) shares with a nominal value at the date of transfer of £0.017m (2023: £0.015m) at a cost of £1.3m (2023: £1.9m) were transferred
to beneficiaries of the Annual Bonus Plan, the Employee Share Incentive Plan and the Restricted Share Plan. Further details are set out in Note 25 of the Group Financial Statements.
(C) During the financial year, the Company, Greencore Group plc purchased and subsequently cancelled 34,793,763 Ordinary Shares (2023: 33,382,718) as part of the share buyback
programme. Further details are set out in Note 25 of the Group Financial Statements.
(D) The undenominated capital reserve represents the nominal cost of cancelled shares and the amount transferred to reserves as a result of renominalising the share capital of
Greencore Group plc on conversion to the euro.
(E) The share-based payment reserve relates to equity settled share-based payments made to employees through the Performance Share Plan, the Annual Bonus Plan, the ShareSave
Scheme, the Employee Share Incentive Plan and the Restricted Share Plan. Further information in relation to these share-based payments schemes is set out in Note 6 of the Group
Financial Statements.
(F) The amount included as own shares relates to Ordinary Shares in Greencore Group plc which are held in trust. The shares held in trust are granted to beneficiaries of the Group’s
employee share award scheme when the relevant conditions of the scheme are satisfied. Further information in relation to these share-based payments schemes is set out in Note 6 of
the Group Financial Statements.
Company Statement of Changes in Equity
financial year ended 27 September 2024
172 Greencore Group plc Annual Report and Financial Statements 2024
1. Company only Statement of material accounting policies
Basis of preparation
The Company only Financial Statements of Greencore Group plc (‘the Company’) were prepared under the historical cost convention, in
accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (‘FRS 101’). In preparing these Financial Statements, the
Company applies the recognition, measurement and disclosure requirements of International Financial Reporting Standards endorsed by the
EU but makes amendments where necessary in order to comply with the Companies Act 2014 and has set out below where advantage of the
FRS 101 disclosure exemptions has been taken.
In these Company Financial Statements, the Company has applied the exemptions available under FRS 101 in respect of the following
disclosures:
• A Cash Flow Statement and related notes;
• Disclosures in respect of transactions with wholly owned subsidiaries;
• Disclosures in respect of capital management;
• Comparative period reconciliations for tangible fixed assets;
• The application of new but not yet effective IFRSs; and
• Disclosures in respect of the compensation of Key Management Personnel.
As the Consolidated Financial Statements of the Group are prepared in accordance with IFRS as endorsed by the EU and include the
equivalent disclosures, the Company has also taken the exemptions under FRS 101 available in respect of the following disclosures:
• Certain disclosures required by IFRS 2 Share Based Payments;
• Certain disclosures required by IFRS 13 Fair Value Measurement and the disclosures required by IFRS 7 Financial Instruments: Disclosures;
• Certain disclosures required by IFRS 16 Leases;
• International Tax Reform – Pillar Two Model Rules – Amendments to IAS 12.
The material accounting policies set out below have, unless otherwise stated, been applied consistently to all periods presented in these
Financial Statements. The Company applies consistent accounting policies for measurement and recognition purposes under FRS 101 to those
applied by the Group. To the extent that an accounting policy is relevant to both Group and the Company Financial Statements, please refer
to the Group Financial Statements for disclosure of the relevant accounting policy. The Company Financial Statements have been prepared in
sterling and are rounded to the nearest million.
Significant accounting judgements
Interest in subsidiary undertakings
The Company considered the judgements made in determining whether there is an impairment in the interest in subsidiary undertakings to
be its significant accounting judgement. The reason it has been identified as a significant judgement is because of the number of subsidiaries
throughout the Group and the inputs into the assessment are subjective. The Company compares the carrying value of the investment with its
recoverable amount, with the recoverable amount being the higher of the investment’s fair value less costs to sell and its value in use (‘VIU’).
A VIU is calculated as the present value of expected future cash flows from the Cash Generating Unit (‘CGU’) as set out in the Group goodwill
impairment testing in Note 12 to the Group Financial Statements and adjusted to derive its entity value. This is compared to the carrying value
of the subsidiary to consider whether an impairment is required.
Applying this technique, the Company has not recognised an impairment in the financial year (2023: £1.5m).
Going concern
Notwithstanding the fact that the Company is in a net current liability position of £473.8m (FY23: £432.6m), the Directors, after making
enquiries and considering the scenario analysis that was performed as part of the Group’s going concern assessment, have a reasonable
expectation that the Company has adequate resources to continue operating as a going concern for the foreseeable future, being a period
of 18 months from the financial year end date. The Company’s funding facilities are managed centrally by the Group and the Directors have
taken steps to ensure adequate liquidity is available to the Company from future cashflows generated by the Company and Group. The
Directors are satisfied that financing could be obtained from other Greencore Group companies if required. As the Company participates in
Group funding arrangements with the Group’s external bankers and as part of these arrangements, the Company, along with other members
of the Greencore Group, has provided guarantees in relation to the payment of borrowings of the Group from several banks, the performance
of Greencore Group is also important in determining the appropriateness of the going concern of the Company. Accordingly, the financial
statements of the Company are prepared on a going concern basis.
Profit or loss
The profit attributable to equity shareholders dealt with in the Company Financial Statements was £14.3m (2023: loss of £5.6m).
In accordance with Section 304 of the Companies Act 2014, the Company is availing of the exemption from presenting its individual Income
Statement to the Annual General Meeting and from filing it with the Registrar of Companies.
Notes to the Company Financial Statements
financial year ended 27 September 2024
173Strategic Report | Directors’ Report | Financial Statements | Other Information
Financial assets
Investments in subsidiaries are held at cost less impairment. The Company assesses investments for impairment whenever 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 its recoverable amount. When the carrying amount of an investment exceeds its recoverable amount, the
investment is considered impaired and is written down to its recoverable amount.
Trade and other receivables
Trade and other receivables, which primarily comprise intercompany receivables, are initially recognised at their transaction value and
subsequently carried at amortised cost, net of allowance for expected credit loss (‘ECL’).
The Company’s intercompany receivables at 27 September 2024 amounted to £1.0m (2023: £2.0m). There is no material ECL in respect of
intercompany receivables as at 27 September 2024 or 29 September 2023.
Trade and other payables
Trade and other payables are initially recorded at their fair value and subsequently carried at amortised cost.
Intra-group guarantees
Where the Company enters into financial guarantee contracts to guarantee the indebtedness of other companies within its Group, the
Company accounts for these as a contingent liability until such time as it becomes probable that a payment will be required under such
guarantees. There is no material ECL in respect of intra-group guarantees as at 27 September 2024 or 29 September 2023.
2. Property, plant & equipment
Fixtures &
Fittings
£m
Total
£m
At 29 September 2023 0.1 0.1
Additions 1.2 1.2
Depreciation (0.2) (0.2)
At 27 September 2024 1.1 1.1
Cost 1.2 1.2
Accumulated depreciation (0.1) (0.1)
1.1 1.1
3. Leases
The movement in the Company’s right-of-use assets during the financial year is as follows:
Land &
Buildings
£m
Total
£m
At 29 September 2023 0.3 0.3
Additions 2.5 2.5
Depreciation (0.5) (0.5)
At 27 September 2024 2.3 2.3
The movement in the Company’s lease liabilities during the financial year is as follows:
2024
£m
2023
£m
At beginning of financial year (0.2) (0.5)
Additions (2.3) –
Payments for lease liabilities 0.1 0.3
Payments for lease interest 0.1 0.1
Lease interest charge (0.1) (0.1)
At end of financial year (2.4) (0.2)
174 Greencore Group plc Annual Report and Financial Statements 2024
3. Leases continued
An analysis of the maturity profile of the discounted lease liabilities arising from the Company’s leasing activities is as follows;
2024
£m
2023
£m
Within one year (0.4) (0.2)
Between one and five years (1.0) –
Over five years (1.0) –
Total (2.4) (0.2)
4. Financial assets
2024
£m
2023
£m
Interest in subsidiary undertakings
At beginning of financial year 765.1 766.6
Impairment loss – (1.5)
At 27 September 2024 765.1 765.1
At 27 September 2024, the recoverable value of investment in subsidiaries was assessed for impairment in line with the guidance under IAS 36
Impairment of Assets.
The recoverable value of the interest in subsidiary undertakings has been determined either based on the total net assets of the subsidiary or a
VIU calculation adjusted to derive equity value using cash flow projections, long-term growth rate and discount rates as set out below:
(I) Cash flow projections
The cash flow projections are based on the FY25 budget, which has been approved by the Board, and a four-year strategic plan, which
specifically excludes incremental profits and other cash flows stemming from any potential future acquisitions or future operational restructuring.
The cash flows involved estimation to determine the appropriate level of expected cash flows over the five-year forecast period and these were
subject to review and validation at a number of levels of governance.
(ii) Long-term growth rate
A long-term growth rate of 2% has been used in extrapolating the cash flows beyond the budget and strategic plan period to perpetuity.
The growth rate does not exceed the long-term average growth rate for industries in which the Convenience Foods UK CGU operates.
(iii) Discount rate
The discount rate applied is based on the pre-tax weighted average cost of capital for the Group, calculated using the Capital Asset Pricing
Model adjusted for the Group’s specific beta coefficient together with a country risk premium to take account where the CGU derives its
cashflows.
Applying these techniques, no impairment was recorded (2023: £1.5m).
The principal holding subsidiaries directly held by the Company are Greencore Holdings Designated Activity Company (100% ownership of
which 74% is held directly by the Company and 26% indirectly in Ordinary Shares) and Greencore Holdings (Ireland) Limited (100% ownership
of Ordinary Shares) which are all incorporated in Ireland. Irish Sugar Designated Activity Company, incorporated in Ireland, is the Company’s
principal general trading subsidiary in Ireland and the Company holds 100% ownership of Ordinary Shares.
5. Deferred tax asset
2024
£m
2023
£m
Deferred tax asset
At the beginning of the financial year – –
Income Statement credit 0.8 –
Tax recorded in equity 0.5 –
1.3 –
The deferred tax asset is provided at 12.5% and relates to future tax deductions for trading losses (£0.2m), short term timing differences
(£0.4m) and share based payments (£0.7m).
Notes to the Company Financial Statements continued
financial year ended 27 September 2024
175Strategic Report | Directors’ Report | Financial Statements | Other Information
6. Trade and other receivables
2024
£m
2023
£m
Amounts falling due within one year
Amounts owed by subsidiary undertakings* 1.0 2.0
Other debtors 2.6 1.1
Prepayments and accrued income 0.2 0.3
3.8 3.4
* Amounts due from subsidiary undertakings are classified as current and are repayable on demand.
7. Provisions
Leases
£m
Other
£m
Total
£m
At 29 September 2023 0.3 1.7 2.0
Provided in financial year 0.2 0.5 0.7
Utilised in the financial year (0.1) (0.1) (0.2)
Released in financial year (0.2) (0.1) (0.3)
At 27 September 2024 0.2 2.0 2.2
Analysed as:
2024
£m
2023
£m
Non-current liabilities 1.3 1.1
Current liabilities 0.9 0.9
2.2 2.0
Lease provisions consist of provisions for leasehold dilapidations, relating to the estimated cost of reinstating the premises to their original
condition at the time of the inception of the lease as provided for in the lease agreement. It is anticipated this will paid within ten years. Other
provisions consist of potential litigation and warranty claims, which are expected to unwind in one to five years.
8. Trade and other payables
2024
£m
2023
£m
Amounts falling due within one year
Amounts owed to subsidiary undertakings* 467.6 379.2
Trade and other creditors 0.7 1.3
Corporation tax payable 0.4 –
Accruals 12.3 8.4
481.0 388.9
* Amounts due to subsidiary undertakings are classified as current and are payable on demand.
9. Share capital
Details in respect of called-up share capital are presented in Note 25 of the Group Financial Statements.
10. Employee benefits
The Company operates a defined contribution pension scheme. The Company also participates in a legacy defined benefit pension scheme
operated by a subsidiary company, Irish Sugar DAC, which was closed to future accrual on 31 December 2009.
Defined benefit pension scheme
A fellow Group company, Irish Sugar DAC, operates a funded defined benefit pension scheme for its employees, including certain employees
of the Company. The scheme assets are held in separate Trustee administered funds.
This scheme had a net surplus at 27 September 2024 of £15.3m (2023: £18.4m) as measured on a IAS 19 Employee Benefits basis. The
contribution for the financial year was £Nil (2023: £Nil). At year end, £Nil (2023: £Nil) was included in other accruals in respect of amounts
owed to the scheme. A full actuarial valuation was carried out at 31 March 2022.
Disclosures in relation to this and all other Group legacy defined benefit pension schemes are given in Note 24 to the Group Financial
Statements.
Defined contribution pension scheme
The Company also contributes to a defined contribution scheme for its employees. At year end, £Nil (2023: £Nil) was included in other
accruals in respect of amounts owed to the scheme.
176 Greencore Group plc Annual Report and Financial Statements 2024
10. Employee benefits continued
Head count
The average number of persons employed by the Company (excluding Non-Executive Directors) was 25 (2023: 21) and the staff costs for the
year for those employees were:
Staff costs
2024
£m
2023
£m
Wages and salaries 5.4 3.8
Social insurance costs 0.6 0.3
Employee share-based payment expense 1.3 0.8
Pension costs – defined contribution plans 0.2 0.2
7.5 5.1
No employee costs were capitalised in the year (2023: £nil).
11. Share-based payments
The Company grants share awards and options under various share option plans as detailed in the Directors Report and Note 6 to the Group
Financial Statements. A charge of £1.3m (2023: £0.8m) was recognised in the Income Statement of the Company in respect of the employees
of the Company. All disclosures relating to the plans are given in Note 6 to the Group Financial Statements.
12. Guarantees and commitments
Pursuant to the provisions of Section 357, Companies Act 2014, the Company has guaranteed the liabilities and commitments of certain
subsidiary undertakings in Ireland for the financial year ended 27 September 2024. See Note 31 to the Group Financial Statements for the list of
the principal subsidiary entities that are availing of this guarantee. Expected credit loss allowance in relation to these guarantees is not material.
The Company has guaranteed the indebtedness of other companies within the Group, the Company accounts for these as a contingent
liability until such time as it becomes probable that a payment will be required under such guarantees. There is no material ECL in respect
of intra-group guarantees as at 27 September 2024 or 29 September 2023.
13. Statutory information
Directors’ remuneration is disclosed in the Report on Directors’ Remuneration on pages 88 to 103 and in Note 4 to the Group Financial
Statements.
Auditor’s remuneration for the year was as follows:
2024
£’000
2023
£’000
Audit of the Company Financial Statements 50.0 47.0
Other assurance services 930.0 882.0
Tax advisory services – –
Other non-audit services 40.0 25.0
Notes to the Company Financial Statements continued
financial year ended 27 September 2024
177Strategic Report | Directors’ Report | Financial Statements | Other Information
The Group uses the following Alternative Performance Measures (‘APMs’) which are non-IFRS measures to monitor the performance of
the Group as a whole: Pro Forma Revenue Growth, Like-for-Like Revenue Growth, Adjusted EBITDA, Adjusted Operating Profit, Adjusted
Operating Margin, Adjusted Profit Before Tax (‘PBT’), Adjusted Earnings, Adjusted Earnings per Share (‘EPS’), Maintenance and Strategic Capital
Expenditure, Free Cash Flow, Free Cash Flow Conversion, Net Debt, Net Debt excluding lease liabilities and Return on Invested Capital (‘ROIC’).
The Group views these APMs as useful for providing historical information to help investors evaluate the performance of the underlying
business and are measures commonly used by certain investors and security analysts for evaluating the performance of the Group. In addition,
the Group uses certain APMs which reflect the underlying performance of the business on the basis that this provides a focus on the core
business performance of the Group. The APMs are not part of the IFRS Group Financial Statements and are accordingly not audited.
Changes to APMs in the financial year
The Group has introduced an additional APM in 2024, Like-for-Like Revenue Growth, to complement the existing APM, Pro Forma Revenue
Growth. Like-for-Like Revenue Growth is calculated by adjusting Group revenue for the impact of net business wins and losses, acquisitions,
divestments, differences in trading period lengths and other non-recurring items. The Group considers Like-for-Like Revenue Growth to
provide a useful insight to the underlying performance of the Group’s revenue performance in FY24 due to a proactive management of
commercial returns, which resulted in the exit of a number of sub-optimal contracts. Therefore, the Group has included Like-for-Like Revenue
Growth as an APM to provide greater clarity on the revenue performance of the Group, following the disposal of Trilby Trading Limited in
September 2023 and proactive management of commercial returns.
The Group has updated the wording for the definition of Maintenance and Strategic Capital Expenditure to provide further clarity on the
classification of sustainability related capital expenditure and automation related capital expenditure which are planned to be incurred by
the Group going forward. There was no impact on the FY23 classification of Maintenance and Strategic Capital Expenditure as a result of the
update to the definitions.
Summarised below are the Group’s APMs for the financial years presented:
2024 2023
Pro Forma Revenue Growth (1.4%) 13.5%
Like-for-Like Revenue Growth 3.4% n/a
Adjusted Operating Profit £97.5m £76.3m
Adjusted Operating Margin 5.4% 4.0%
Adjusted EBITDA £153.7m £132.8m
Adjusted Profit Before Tax £75.5m £58.1m
Adjusted Earnings £58.4m £46.2m
Adjusted Basic Earnings per Share 12.7p 9.3p
Strategic Capital Expenditure £6.2m £10.8m
Maintenance Capital Expenditure £26.2m £26.6m
Free Cash Flow £70.1m £56.8m
Free Cash Flow Conversion 45.6% 42.8%
Net Debt (£193.0m) (£199.0m)
Net Debt excluding lease liabilities (£148.1m) (£154.0m)
Return on Invested Capital 11.5% 8.9%
Pro Forma Revenue Growth
The Group uses Pro Forma Revenue Growth as a supplemental measure of its revenue performance. The Group views Pro Forma Revenue
Growth as providing a guide to underlying revenue performance and is calculated by adjusting Group revenue for the impact of acquisitions,
disposals, foreign currency, differences in trading period lengths and other non-recurring items in each reporting period.
Pro Forma Revenue Growth FY24 (%)
Pro Forma Revenue Growth adjusts Group revenue in FY23 to reflect the disposal of Trilby Trading Limited, which completed in September 2023.
2024
Group
Revenue
Group revenue – % decrease from FY23 to FY24 (5.6%)
Impact of disposals 4.2%
Pro Forma Revenue Growth FY24 (%) (1.4%)
Alternative Performance Measures
178 Greencore Group plc Annual Report and Financial Statements 2024
The table below shows the Pro Forma Revenue Growth split by food to go categories and other convenience categories:
2024
Food to go
categories
Other
convenience
categories
Group revenue – % decrease from FY23 to FY24 (0.6%) (14.9%)
Impact of disposals – 11.7%
Pro Forma Revenue Growth FY24 (%) (0.6%) (3.2%)
Pro Forma Revenue Growth FY23 (%)
Pro Forma Revenue Growth adjusts Group revenue in FY23 and FY22 to reflect the disposal of Trilby Trading Limited, which completed in
FY23. In addition, FY22 revenue has been adjusted for the additional trading week that was included:
2023
Group
Revenue
Group revenue – % increase from FY22 to FY23 10.0%
Impact of disposals 1.0%
Impact of additional trading week 2.5%
Pro Forma Revenue Growth FY23 (%) 13.5%
The table below shows the Pro Forma Revenue Growth split by food to go categories and other convenience categories
2023
Food to go
categories %
Other
convenience
categories %
Group revenue – % increase from FY22 to FY23 7.9% 14.3%
Impact of disposals – 4.2%
Impact of additional trading week 2.2% 3.1%
Pro Forma Revenue Growth FY23 (%) 10.1% 21.6%
Like-for-Like Revenue Growth
Like-for-Like Revenue Growth is a new APM used by the Group to measure the underlying performance of its revenue. As a result of the
Group’s focus on management of commercial returns, Like-for-Like Revenue Growth is defined by the Group as total revenue adjusted for
the impact of net business wins and losses, acquisitions, divestments, differences in trading periods and other non-recurring items in each
reporting period.
Like-for-Like Revenue Growth FY24 (%)
The following table sets forth a reconciliation of the information used to calculate Like-for-Like Revenue Growth for the Group:
2024
Group
Revenue
Group revenue – % decrease from FY23 to FY24 (5.6%)
Impact of disposals 4.2%
Impact of net business wins and losses 4.8%
Like-for-Like Revenue Growth FY24 (%) 3.4%
The table below shows the Like-for-Like Revenue Growth split by Food to Go categories and Other convenience categories:
2024
Food to go
categories
Other
convenience
categories
Group revenue – % decrease from FY23 to FY24 (0.6%) (14.9%)
Impact of disposals – 11.7%
Impact of net business wins and losses 4.6% 5.4%
Like-for-Like Revenue Growth FY24 (%) 4.0% 2.2%
Alternative Performance Measures continued
179Strategic Report | Directors’ Report | Financial Statements | Other Information
Like-for-Like Revenue Growth FY23 (%)
The following table sets forth a reconciliation of the information used to calculate Like-for-Like Revenue Growth for the Group:
2023
Group
Revenue
Group revenue – % increase from FY22 to FY23 10.0%
Impact of disposals 1.0%
Impact of net business wins and losses (1.6%)
Impact of additional trading week 2.5%
Like-for-Like Revenue Growth FY23 (%) 11.9%
The table below shows the Like-for-Like Revenue Growth split by Food to Go categories and Other convenience categories:
2023
Food to go
categories
Other
convenience
categories
Group revenue – % increase from FY22 to FY23 7.9% 14.3%
Impact of disposals – 4.2%
Impact of net business wins and losses (1.1%) (1.6%)
Impact of additional trading week 2.2% 3.1%
Like-for-Like Revenue Growth FY23 (%) 9.0% 20.0%
Adjusted EBITDA, Adjusted Operating Profit and Adjusted Operating Margin
Adjusted EBITDA, Adjusted Operating Profit and Adjusted Operating Margin are used by the Group to measure the underlying and ongoing
operating performance of the Group.
The Group calculates Adjusted Operating Profit as operating profit before amortisation of acquisition-related intangibles and exceptional
items. Adjusted EBITDA is calculated as Adjusted Operating Profit plus depreciation and amortisation of intangible assets. Adjusted Operating
Margin is calculated as Adjusted Operating Profit divided by Group revenue.
The following table sets forth a reconciliation from the Group’s Profit for the financial year to Adjusted Operating Profit, Adjusted EBITDA and
Adjusted Operating Margin:
2024
£m
2023
£m
Profit for the financial year 46.3 35.9
Taxation
(A)
15.2 9.3
Exceptional items 10.2 6.7
Net finance costs
(B)
22.8 20.8
Amortisation of acquisition related intangibles 3.0 3.6
Adjusted Operating Profit 97.5 76.3
Depreciation and amortisation
(c)
56.2 56.5
Adjusted EBITDA 153.7 132.8
Adjusted Operating Margin (%) 5.4% 4.0%
(A) Includes tax credit on exceptional items of £0.8m (2023: £1.2m).
(B) Finance costs less finance income.
(C) Excludes amortisation of acquisition related intangibles.
Adjusted Profit Before Tax (‘PBT’)
Adjusted PBT is used as a measure by the Group to measure overall performance before associated tax charge and other specific items.
The Group calculates Adjusted PBT as profit before taxation, excluding tax on share of profit of associate and before exceptional items,
pension finance items, amortisation of acquisition-related intangibles, foreign exchange (‘FX’) on inter-company and external balances,
where hedge accounting is not applied, and the movement in the fair value of derivative financial instruments and related debt adjustments.
180 Greencore Group plc Annual Report and Financial Statements 2024
Alternative Performance Measures continued
The following table sets out the calculation of Adjusted PBT:
2024
£m
2023
£m
Profit before taxation 61.5 45.2
Exceptional items 10.2 6.7
Pension finance items 1.0 1.2
Amortisation of acquisition related intangibles 3.0 3.6
FX and fair value movements
(A)
(0.2) 1.4
Adjusted Profit Before Tax 75.5 58.1
(A) Foreign exchange on inter-company and external balances where hedge accounting is not applied and the movement in the fair value of derivative financial instruments and related
debt adjustments.
Adjusted Basic Earnings per Share (‘EPS’)
The Group uses Adjusted Earnings and Adjusted EPS as key measures of the overall underlying performance of the Group and returns
generated for each share.
Adjusted Earnings is calculated as profit attributable to equity holders (as shown on the Group Income Statement) adjusted to exclude
exceptional items (net of tax), the effect of foreign exchange (FX) on inter-company and external balances where hedge accounting is not
applied, the movement in the fair value of all derivative financial instruments and related debt adjustments, the amortisation of acquisition
related intangible assets (net of tax) and the interest expense relating to legacy defined benefit pension liabilities (net of tax). Adjusted EPS
is calculated by dividing Adjusted Earnings by the weighted average number of Ordinary Shares in issue during the financial year, excluding
Ordinary Shares purchased by Greencore and held in trust in respect of the Annual Bonus Plan, Performance Share Plan, Employee Share
Incentive Plan and Restricted Share Plan. Adjusted EPS described as an APM here is Adjusted Basic EPS.
The following table sets forth a reconciliation of the Group’s profit attributable to equity holders of the Group to its Adjusted Earnings for the
financial years indicated:
2024
£m
2023
£m
Profit attributable to equity holders 46.3 35.9
Exceptional items (net of tax) 9.4 5.5
FX effect on inter-company and external balances where hedge accounting is not applied 0.3 0.2
Movement in fair value of derivative financial instruments and related debt adjustments (0.5) 1.2
Amortisation of acquisition related intangible assets (net of tax) 2.2 2.7
Pension financing (net of tax) 0.7 0.7
Adjusted Earnings 58.4 46.2
2024
‘000
2023
‘000
Weighted average number of Ordinary Shares in issue during the financial year 459,839 495,372
Pence Pence
Adjusted Basic Earnings Per Share 12.7 9.3
Capital expenditure
Maintenance Capital Expenditure
The Group defines Maintenance Capital Expenditure as the expenditure required to maintain/replace existing assets with a high proportion
of expired useful life. This expenditure does not attract new customers or create the capacity for a bigger business. It enables the Group to
keep operating at current throughput rates but also keep pace with regulatory and environmental changes as well as complying with new
requirements from existing customers. This includes expenditure on sustainability related initiatives which replace existing assets.
Strategic Capital Expenditure
The Group defines Strategic Capital Expenditure as the expenditure required to facilitate growth and generate additional returns for the Group.
This is generally expansionary expenditure beyond what is necessary to maintain the Group’s current competitive position and enables the
Group to service new customers and/or contracts or to enter into new categories or manufacturing competencies including automation
related capital expenditure.
181Strategic Report | Directors’ Report | Financial Statements | Other Information
The following table sets forth the breakdown of the Group’s purchase of property, plant and equipment and purchase of intangible assets
between Strategic Capital Expenditure and Maintenance Capital Expenditure:
2024
£m
2023
£m
Purchase of property, plant and equipment 31.5 36.0
Purchase of intangible assets 0.9 1.4
Net cash outflow from capital expenditure 32.4 37.4
Strategic Capital Expenditure 6.2 10.8
Maintenance Capital Expenditure 26.2 26.6
Net cash outflow from capital expenditure 32.4 37.4
Free Cash Flow and Free Cash Flow Conversion
The Group uses Free Cash Flow to measure the amount of underlying cash generation and the cash available for distribution and allocation.
The Group calculates the Free Cash Flow as the net cash inflow from operating and investing activities before Strategic Capital Expenditure,
acquisition and disposal of undertakings, disposal of investment property and adjusting for dividends paid to non-controlling interests.
The Group calculates Free Cash Flow Conversion as Free Cash Flow divided by Adjusted EBITDA.
The following table sets forth a reconciliation from the Group’s net cash inflow from operating activities and net cash outflow from investing
activities to Free Cash Flow Conversion:
2024
£m
2023
£m
Net cash inflow from operating activities 112.0 99.0
Net cash outflow from investing activities (31.7) (31.3)
Net cash inflow from operating and investing activities 80.3 67.7
Strategic Capital Expenditure 6.2 10.8
Repayment of lease liabilities (15.7) (15.6)
Disposal of investment property (0.7) –
Disposal of undertakings – (6.1)
Free Cash Flow 70.1 56.8
Adjusted EBITDA 153.7 132.8
Free Cash Flow Conversion 45.6% 42.8%
Net Debt and Net Debt excluding lease liabilities
Net Debt is used by the Group to measure overall cash generation of the Group and to identify cash available to reduce borrowings. Net Debt
comprises current and non-current borrowings less net cash and cash equivalents and bank overdrafts.
Net Debt excluding lease liabilities is a measure used by the Group to measure Net Debt excluding the impact of IFRS 16 Leases. Net Debt
excluding lease liabilities is used for the purpose of calculating leverage under the Group’s financing agreements.
The reconciliation of opening to closing Net Debt for the financial year ended 27 September 2024 is as follows:
At
29 September
2023
£m
Cash flow
£m
Translation
and non-cash
adjustments
£m
At
24 September
2024
£m
Cash and cash equivalents and bank overdrafts 32.8 (18.4) 0.0 14.4
Bank borrowings (139.0) 7.7 (1.3) (132.6)
Private Placement Notes (47.8) 15.5 2.4 (29.9)
Net debt excluding lease liabilities (154.0) 4.8 1.1 (148.1)
Lease liabilities (45.0) 17. 1 (17.0) (44.9)
Net Debt (199.0) 21.9 (15.9) (193.0)
182 Greencore Group plc Annual Report and Financial Statements 2024
The reconciliation of opening to closing Net Debt for the financial year ended 29 September 2023 is as follows:
At
30 September
2022
£m
Cash flow
£m
Translation
and non-cash
adjustments
£m
At
29 September
2023
£m
Cash and cash equivalents and bank overdrafts 46.7 (13.8) (0.1) 32.8
Bank borrowings (158.8) 20.2 (0.4) (139.0)
Private Placement Notes (67.9) 15.5 4.6 (47.8)
Net debt excluding lease liabilities (180.0) 21.9 4.1 (154.0)
Lease liabilities (48.0) 16.8 (13.8) (45.0)
Net Debt (228.0) 38.7 (9.7) (199.0)
Return on Invested Capital (‘ROIC’)
The Group uses ROIC as a key measure to determine returns for the Group and as a key measure to determine potential new investments.
The Group uses invested capital as a basis for this calculation as it reflects the tangible and intangible assets the Group has added through its
capital investment programme, the intangible assets the Group has added through acquisition, as well as the working capital requirements
of the business. Invested capital is calculated as net assets (total assets less total liabilities) excluding Net Debt, the carrying value of derivative
financial instruments not designated as fair value hedges, and retirement benefit obligations (net of deferred tax assets). Average invested
capital is calculated by adding the invested capital from the opening and closing Statement of Financial Position and dividing by two.
The Group calculates ROIC as Net Adjusted Operating Profit After Tax (‘NOPAT’) divided by average invested capital. NOPAT is calculated as
Adjusted Operating Profit plus share of profit of associates before tax, less tax at the effective rate in the Group Income Statement which is
adjusted for the change in fair value of derivative financial instruments and related debt instruments and exceptional items.
The following table sets out the calculation of NOPAT and invested capital used in the calculation of ROIC:
2024
£m
2023
£m
Adjusted Operating Profit 97.5 76.3
Taxation at the adjusted effective tax rate
(A)
(21.5) (16.0)
Group NOPAT 76.0
60.3
2024
£m
2023
£m
Invested capital
Total assets 1,204.7 1 ,297.7
Total liabilities (754.5) (837.9)
Net Debt 193.0 199.0
Derivative financial instruments not designated as fair value hedges 1.0 (4.6)
Retirement benefit obligation (net of deferred tax asset) 9.4 12.8
Invested capital for the Group 653.6 667.0
Average invested capital for ROIC calculation for Group
(B)
660.3 678.1
ROIC for the Group 11.5% 8.9%
(A) The adjusted effective tax rates for the Group for the financial year ended 27 September 2024 and 29 September 2023 were 22% and 21%, respectively.
(B) The invested capital for the Group was £689.2m in 2022.
Alternative Performance Measures continued
183Strategic Report | Directors’ Report | Financial Statements | Other Information
Corporate Information
Greencore Group plc (the ‘Group’, the ‘Company’ or ‘Greencore’) is an Irish incorporated company registered under number 170116.
Its Ordinary Shares are quoted on the London Stock Exchange (Symbol: GNC). Greencore has a Level 1 American Depositary Receipts
programme (Symbol: GNCGY).
Financial calendar
Annual General Meeting 30 January 2025
FY25 H1 Results 27 May 2025
FY25 financial year end 26 September 2025
FY25 Full Year Results 2 December 2025
Advisors and registered office
Group General Counsel
and Company Secretary
Damien Moynagh
Registered Office
4th Floor, Block Two
Dublin Airport Central
Dublin Airport
Swords
Dublin
K67 E2H3
Ireland
Auditor
Deloitte Ireland LLP
Earlsfort Terrace
Dublin 2
D02 AY28
Ireland
Registrar and
Transfer Office
Computershare Investor
Services (Ireland) Limited
3100 Lake Drive
Citywest Business Campus
Dublin 24
D24 AK82
Ireland
Solicitors
Arthur Cox LLP
Ten Earlsfort Terrace
Dublin 2
D02 T380
Ireland
Eversheds Sutherland
Bridgewater Place
Water Lane
Leeds
LS11 5DR
United Kingdom
Stockbrokers
Goodbody Stockbrokers
Ballsbridge Business Park
Ballsbridge
Dublin 4
D04 YW83
Ireland
HSBC Bank plc
8 Canada Square
London
E14 5HQ
United Kingdom
Shore Capital
Cassini House
57 St James’s Street
London
SW1A 1LD
United Kingdom
American Depositary Receipts
BNY Mellon
101 Barclay Street
22nd Floor – West
New York NY 10286
United States
Website
www.greencore.com
Follow Greencore on X
@GreencoreGroup
and on Instagram
@greencore_group
184 Greencore Group plc Annual Report and Financial Statements 2024
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Greencore Group plc
Fourth Floor, Block Two, Dublin Airport Central,
Dublin Airport, Co. Dublin, K67 E2H3, Ireland Tel: +353 (0)1 605 1000
Greencore Group plc – Annual Report and Financial Statements 2024