Glanbia plc | Annual Report and Financial Statements 2022 ## Delivering ## Better ## Nutrition ### Glanbia plc ### Annual Report and ### Financial Statements 2022 ## Contents Strategic Report ## We deliver Highlights 02 At a glance 04 ## consumer brands Group Chairman’s statement 06 | Group Managing Director’s review 08 | We deliver branded sports nutrition and | | --- | --- | | Market trends and growth drivers 10 | lifestyle products for consumers through our | | Our Business Model 12 | Glanbia Performance Nutrition business. | Strategy 14 Discover more about Glanbia at a glance on page 4 Key Performance Indicators 18 People 20 Diversity, Equity & Inclusion 22 Operations Review 24 Group Finance Director’s review 44 Sustainability 50 Showing respect for all our stakeholders 52 Climate and environment 56 Society 60 Task Force on Climate-Related Financial Disclosures 62 Governance 66 Risk Management 67 ## We deliver Principal Risks and Uncertainties 72 ## nutritional ingredients Directors’ Report ### Glanbia Nutritionals is the ingredient Corporate Governance Report 80 ### partner of choice to global customers in the Board of Directors and Senior Management 83 ### food, beverage and clinical nutrition industry. Audit Committee Report 103 Environmental, Social and Governance Discover more about Glanbia at a glance on page 4 Committee Report 110 Nomination and Governance Committee Report 114 Remuneration Committee Report 120 Statutory information and Forward-looking statement 141 Directors’ Responsibility Statement 157 FIND US ONLINE Financial Statements Our online report Independent Auditor’s Report 160 Group Financial Statements 170 Notes to the Financial Statements 175 Company Financial Statements 238 Notes to the Company Financial Statements 240 Other information Glossary of KPIs and Discover more about our 2025 ambition on page 14 non-IFRS Performance Measures 246 Shareholder Information 255 @Glanbiaplc @Glanbia Contacts 260 For definitions and more information on constant currency and other performance measures see the glossary on pages 246-254. *ESEF: European Single Electronic Format. STRATEGIC REPORT ## Glanbia has evolved ## and grown. ## People want to live full, healthy lives. To perform well, ## recover quickly, and stay strong, at any age. Better living ## requires better nutrition – and Glanbia delivers just that. ## Glanbia has evolved and grown. Today, we are a better ## nutrition company, the home of consumer brands and ## ingredients that nourish millions around the world. ## The choices we do – and don’t – make, are guided by ## our purpose. Everything we do reflects our respect for ## each other and the earth. GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS   FINANCIAL OTHER STATEMENTS INFORMATION GOVERNANCE ## Highlights ### Financial Highlights (based on continuing operations) Non-Financial Highlights ### Profit after tax Basic EPS Health and safety ### Lost time case rate | €199.6m | 72.67c | | | | | --- | --- | --- | --- | --- | | 2021: €141.0m | 2021: 48.47c | | | 35% | | | | 1 | 2 | improvement versus 2021 | | +€58.6m | +49.9% | / +23.5% | | | | Return on Capital Employed | Net debt | | | Scope 1 & 2 GHG emissions | | 11.1% | €459.4m | | | 8.6% | | 2021: 10.0% | 2021: €602.7m | | | | reduction versus 2021 | +110bps | reduction of €143.3m | | | --- | --- | --- | | Revenue | EBITA (pre-exceptional) | Employee engagement score | | €5.6bn | €347.1m | 71 points | | 2021: €4.2bn | 2021: €270.6m | | increase of 1 point versus 2021 1 2 +€1.4bn +28.3% / +13.5% 1. Reported currency ³ ### Adjusted EPS OCF conversion 2. Constant currency 3. Operating cash flow | 104.02c | | | 85.7% | | --- | --- | --- | --- | | 2021: 77.84c | | | 2021: 100.2% | | | 1 | 2 | | | +33.6% | / +17.6% | | reduction of 1,450bps | ### - targets were achieved as set at our  capital markets day | +€1.5bn | | | 80%+ | 10%-13% | 5%-10% | 25%-35% | | | --- | --- | --- | --- | --- | --- | --- | --- | | | OCF | | Avg. OCF | Avg. ROCE | Avg. Adj EPS | | Dividend | | generation | | Conversion % | | | | | Payout | ### Resilient through volatility ### For our - targets please see page . For definitions and more information on constant currency and other performance measures see the glossary on pages 246-254.  GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS  STRATEGIC REPORT ## “I am pleased to report that our ## 2022 results exceeded our expectations ## demonstrating the impact of ## a series of actions we implemented ## since the latter part of 2021 in response ## to unprecedented inflation.” ### Siobhán Talbot ### Group Managing Director GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS   FINANCIAL OTHER STATEMENTS INFORMATION GOVERNANCE ## At a glance OUR PURPOSE OUR MARKETS ## Delivering ## Serving growing ## consumer trends ## Better ## Nutrition ### Focus on healthy living As the foundation for healthy living has shifted to prevention, ### Glanbia is a better nutrition consumers increasingly make food and beverage choices based ### company whose purpose is to on health, nutritional benefit, functionality, energy and immunity. ### deliver better nutrition for every ### step of life's journey. We employ ### 6,163 people including joint ventures Increased trust in established brands Consumers are loyal to established and trusted brands in ### across 31 countries and our brands performance and lifestyle nutrition. ### and ingredients reach millions of ### people every day. ### Mass appeal of protein The functional and nutritional benefits of protein are now recognised by a wide consumer set. ### The rise of plant-based diets Plant-based protein appeals to three growing consumer cohorts: flexitarian, vegetarian and vegan. ### Provenance and sustainability focus Consumers want to know much more about ingredient sourcing and want to understand the food system better, rather than be passive participants in it. Customers want sustainability embedded in the supply chain. ### Our portfolio Our unique portfolio comprises world-leading sports nutrition and lifestyle brands and large- ### scale, expert capabilities in proprietary technologies Acceleration of ecommerce across a range of nutritional ingredients, all meeting ecommerce has emerged as the trend of the 2020s consumer demand for better nutrition. with penetration and usage accelerating at pace. ### Adding value Over the past decade our portfolio has evolved from Read more in ‘market trends and base ingredients to higher-value ingredient growth drivers’ on pages: – solutions and branded products.  GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS  STRATEGIC REPORT OUR CULTURE & VALUES ROUTES TO MARKET ### Our purpose, vision, and values ## Nutrition focused ### provide focus and direction for the ## brands and ingredients ### organisation, and guide us in our ### business interactions. ## Consumer ### Our diverse, engaged and energetic ## branded ### workforce drive our strategy to ## products deliver better nutrition every day. ## by Glanbia Performance Nutrition  ###  global sports nutrition brand ### A portfolio of leading brands Customers' champion in performance and lifestyle nutrition. We are the customers’ champion. Our customers and consumers do not just choose us once but rely on us delivering for them again and again. 2022 Revenue 2022 Revenue growth ² ## €1,625.7m 13.9% cc ### Performance matters Read more about our consumer brands We are committed to the highest standards of on pages: - performance, in quality, consistency and safety. We are not just delivering better nutrition but delivering ### Better Nutrition it better every day. ## Specialty ### Find a better way ## nutritional The drive to constantly improve is in our DNA. It leads us to innovate and collaborate. It has fueled ## ingredients acquisitions, partnerships, new products, and smarter ways of working. ## by Glanbia Nutritionals ###  US producer of whey protein isolate ###  global leader of premix solutions ### Winning together ###   producer of American-style cheddar We expect a lot from our people and offer much ### cheese in return. We nurture individuals but encourage Glanbia Nutritionals’ (GN) Nutritional Solutions (NS) everyone to work together. Winning is great, is a leading provider of both bespoke customised but together we are more. premix solutions and whey protein isolate. GN’s US Cheese business is the number one marketer of American-style cheddar cheese. ### Showing respect 2022 Revenue 2022 Revenue growth Respect underpins everything we do. Caring for people and the planet is embedded in the fabric ## €4,016.7m 24.3% cc of our business. Respect builds a better future for everyone and is vital for our success. Read more about our functional ingredients and solutions on pages: – 1 Euromonitor 2 Constant currency GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS   FINANCIAL OTHER STATEMENTS INFORMATION GOVERNANCE Group Chairman's statement "Key to Glanbia's continuing success in 2022 is our unique culture and values, and the importance we place on our relationships with all our stakeholders. We listen to our people, our investment community, and our consumers and customers to craft and deliver on our strategy and this allows us to succeed on the world stage." # A clear strategy driving growth ![img-0.jpeg](img-0.jpeg) ## Our investment case - We have simplified and continue to evolve our strategy. - We have a highly focused, attractive position in growing nutrition categories. - We have invested in key capabilities across talent, innovation and supply chain. - We have reshaped our operating model to drive customer and consumer relevance. - We have delivered on our 2018-2022 strategic targets and have set new ambitious goals for 2023-2025. ## Dear Shareholder, 2022 saw Glanbia deliver the highest earnings it has ever delivered in terms of adjusted earnings per share from continuing operations of 104.02c, with growth in adjusted EPS from continuing operations of 17.6% constant currency against the originally guided range of 2% to 8%. This is attributable to the hard work of our employees, the consistent execution of our strategy, the resilience and flexibility of the Group's business model and ongoing initiatives to enhance business and operational performance. We delivered a strong performance across all our key metrics. Revenues, profit, cash generation and return on capital employed ("ROCE") all grew in 2022. Pre-exceptional Group EBITA increased by 13.5%, constant currency, to €3471 million (+28.3% reported). ROCE, a key metric for the Group, was 11.1% and our strong Operating Cash Flow conversion continued at 85.7%. But the year wasn't without its challenges, and indeed these challenges continue into 2023, with considerable instability in the global environment, the continued reverberations from Covid-19 and significant inflationary pressures 6 GLANBIA PLC | ANNUAL REPORT 2022 | GENERAL STATEMENTS 2022 STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION across many cast areas. North America, our largest market remains very resilient as we continue to leverage our supply chain capabilities and longstanding experience in managing the complexities of running a global business. #### Long term ambition and strategy We continue to take a long-term view of our business. Having proudly delivered across all the key metrics of our 2018–2022 strategy, at our Capital Markets Day in November 2022 we set out our new 2023–2025 growth ambitions. We have clear revenue, earnings and returns ambitions at business and Group level as set out on page 14. These ambitions are grounded in attractive fundamentals for our business which provide a strong platform for growth. These include a growing global demand for better nutrition as consumers seek healthier and more active lifestyles. In April 2022, following a long and successful partnership, we completed the sale of our 40% holding in Glanbia Ireland (Tirian) to Tirian Co-operative Society Limited (formerly Glanbia Co-operative Society Limited) (the 'Society') for €307 million. This disposal enables us to focus on our portfolio of key brands and ingredients which have distinct competitive advantages and hold leadership positions across their categories. In May we announced the acquisition of Sterling Technology, LLC, a US-based manufacturer of dairy bioactive solutions derived from bovine colostrum. This acquisition represents an attractive addition to the Glanbia Nutritionals (GN) portfolio strengthening our offering in immunity solutions. Our strategy is clear: We will continue to grow our core brands and ingredients, while simultaneously optimising our business through innovation, investment, creativity and precision in our marketing. And we will achieve all this while maintaining consistent financial discipline. Our long-term value creation model is based on the balanced pursuit of top and bottom-line growth and improved capital efficiency. #### Our commitment to ESG This year the Group made further significant and wide-ranging progress in our environmental, social and governance commitment. Over the course of 2022, we completed a process to realign the Group's Scope 1 and 2 decarbonisation agenda. We have moved from a well below two degrees Celsius temperature pathway ambition to 15 degrees Celsius pathway in line with the Paris Agreement. The revised ambition is for a 50% reduction (previously a 37% reduction) in Scope 1 and 2 carbon emissions by 2030 from a 2018 base year. We also agreed that our ESG targets will represent 20% of the total 2022 Long Term Incentive Plan award for the senior executive team. As the Group's Engagement Director, I continued to engage with employees and was very pleased with the results of the Engagement Survey which showed a score of 77 points (up 1 point since 2021) for employee engagement. Importantly representing a more pronounced improvement in our employee inclusion metrics. As set out later in the Governance section (page 66) of this Report, the Board recognises that Glanbia's culture is one of its principal competitive advantages and something to be carefully nurtured and developed. The Board's engagement across all of Glanbia's stakeholders is deeper and more extensive than ever before, whether through townhalls with employees, consultations with suppliers and customers or meetings with shareholders. #### Dividends In testament to the strength of the business, the Board believes it is appropriate for Glanbia to deliver a strong dividend for 2022. The Board is recommending a final dividend of 19.28 cent per share for the year ended 31 December 2022. This brings the total dividend per share for the year ended 31 December 2022 to 32.21 cent per share, up 10% on the previous year. The Board will continue to review the availability of surplus cash and capital in accordance with the Group's policies on financial leverage and capital allocation. In 2022, we spent €173.5m on share buybacks and will continue to assess this option as part of our capital allocation tools. #### Our Board We have significantly refreshed the composition of the Board to ensure we reflect an appropriate mix of skills, experience and diversity to suit the evolving nature of the business and the expectations of society. The reduction in the representation of the Society, on the Board from six to five in 2022 with a further agreed reduction to three in 2023, has also enabled us to achieve greater board diversity. Patrick Coveney and Vincent Gorman retired from the Board on 30 March 2022 and 5 May 2022 respectively. On behalf of the Board, I thank them for their extensive contributions. We welcomed Ilona Haoijer and Kimberly Underhill who were appointed as Independent Non-Executive Directors effective 1 August 2022 increasing female Board membership to 36%. Full biographical details for Ilona and Kimberly can be found on page 85. Developing our diversity will remain a focus in the selection of future Board members. While Dan O'Connor continues in the role of Senior Independent Director, Paul Duffy replaced Dan as chair of the Audit Committee. During the year, Michael Horan stepped down as Group Secretary with Liam Hennigan taking the role. I would like to thank Michael for his work and commitment over the many years. #### Looking ahead Every one of Glanbia's employees deserve great credit for the achievements of 2022. On behalf of the Board, I offer them my sincere thanks for their unwitting efforts in helping drive our business forward in accordance with our purpose and values. The confidence I have in Glanbia's people extends fully to its senior leadership team, and I particularly thank Siobhán for her commitment to Glanbia and for her continued leadership. In this complex world, Glanbia's guiding light remains its purpose delivering better nutrition for every step of life's journey. The Group also benefits from considerable financial strength attributable to its strong cash generating capability and long-term financing agreements. As set out in our Capital Markets Day last November, we are confident for future and believe we have two strong platforms to realise our ambitions for the future growth. Your Board and executive leadership team will remain focused on delivering long-term value creation for all our stakeholders. Gound Gaynor Group Chairman GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS 2022 7 Group Managing Director's review "In 2022, we delivered the highest earnings that Glanbia has ever delivered in terms of adjusted earnings per share. The fact that the Group prospered in a highly challenging global environment is a testimony to the strength of our consumer-focused better nutrition portfolio." # Sustaining growth momentum ![img-1.jpeg](img-1.jpeg) **Dear Shareholder,** I am delighted to report that Glanbia enters 2023 with confidence. Our performance in 2022 once again clearly demonstrates the strength and agility of the Group. There were of course, challenges with accelerating inflationary pressures, the lasting impacts of Covid-19 and the terrible conflict in Ukraine. The fact that the Group prospered, despite these challenges, is testimony to the commitment of our people and to the strength of our consumer-focused better nutrition portfolio. **Delivering double digit growth** In 2022, we delivered the highest earnings that Glanbia has ever delivered in terms of adjusted earnings per share. Adjusted EPS from continuing operations rose by 176% constant currency to 104.02c. Group Revenue increased to €5.6bn, an increase of 21.2% constant currency, (+34.4% reported) over the previous year. And pre-exceptional operating profit rose to €272.1m an increase of 31.6% reported. We significantly evolved our portfolio and are very pleased that we delivered across all our key financial metrics over the period 2018–2022 as set out in 2018. In November 2022 as part of our Capital Markets Day, we set new guidance for consistent and sustainable growth for 2023–2025. The core of our ambition is to grow the consumer relevance of our leading ingredients solutions and brands through sustained investment in innovation, technology and brand marketing. This strategy will translate into financial growth across revenue, earnings and investment returns. The bedrock of our portfolio is a deep knowledge and expertise in the application of protein technologies across a range of consumer occasions. We have reshaped and broadened this portfolio to focus on that better nutrition space. Ten years ago, that better nutrition element of our portfolio was about 50%. As we progressively moved from largely commodity-based spaces into higher value-added areas, better nutrition is now 90% of what we do. We achieved this by portfolio evolution, redeploying the capital from areas we divested, and driving organic and acquired growth in performance nutrition and nutritional solutions. **Two core growth platforms** Our journey of focus on better nutrition has now consolidated into our two core growth platforms, Glanbia Nutritionals. 8 GLANBIA PLC | ANNUAL REPORT | INTERNATIONAL LUNCH MONTHLY 2023 STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION Nutritional Solutions ('ON-NS') and Glanbia Performance Nutrition ('GPN'). There is a strong complementary thread of protein nutrition expertise across both businesses providing functional and nutritional benefits through a range of protein ingredient solutions and leading consumer brands. Informed by increasing investment in consumer engagement, insights and research and development, both platforms, have significantly extended their nutrition propositions beyond protein, both organically and by acquisition, to serve a variety of consumer nutrition needs across multiple occasions, formats and indeed geographies. On this strategic journey we have significantly evolved our operating models to best serve our customers and consumers. Aligned with centres of excellence in financial operations, capital allocation and risk management, each business unit team now has clarity of focus on driving 'one face to the customer' supported by centres of excellence in key functional areas. This evolution of our operating models has been most evident recently in GPN through the successful execution of the transformation programme which has driven both revenue and margin growth. Our portfolio changes and focused strategic approach has served Glanbia well in navigating the volatile external environment of recent years. This is ultimately reflected in a strong 2022 financial performance building on the 2021 achievements. GPN continued to build on the 2021 momentum with strong, pricing led, revenue growth of 13.9%, constant currency and earnings growth of 10.5%, constant currency. In the context of unprecedented inflation both businesses delivered a strong margin performance sustaining margins at, or close to, prior year levels. Nutritional Solutions ('NS') continues to demonstrate great resilience growing revenue by 16.6% constant currency, largely driven by pricing with strong earnings growth of 13%, constant currency. Our focus on working capital in 2022 sustained our cash conversion performance and strengthened our balance sheet, positioning us well for future growth. #### An evolved and simplified strategy I want to pay tribute to my Glanbia colleagues not just for the strong performance delivered in 2022, but also for the strong progress we have already achieved across our refreshed strategic pillars of lead and grow the core, optimising our business, and disciplined financial management. **Lead and grow the core:** We have leading positions in our North American market and capabilities that we can extend to other geographies. We remain a protein powerhouse within our Nutritional Solutions business, and we are proud to be the #1 global supplier of whey protein isolate and #2 in global premix. We are home to the #1 sports nutrition brand in the world – Optimum Nutrition, a $1 billion brand, in a growing category which is available in over 90 countries, and we have an on-trend growing portfolio of lifestyle nutrition brands. **Optimising our business:** In 2022, post completion of the disposal of our 40% interest in Glanbia Ireland, we enhanced our strategic planning processes to complete a thorough review of our Group strategy and structure. This review reaffirmed the significant strategic growth opportunity inherent in our current focus on driving performance in our complementary nutrition platforms of GPN and NS. As part of our ongoing focus on our core growth platforms, we have announced our intention to sell our interest in our UK and EU Glanbia cheese joint ventures. After a long and successful partnership with Leprino Foods for over 20 years, where we built a strong European market leading mozzarella business, strategically now is the right time for the business to transfer to full ownership of Leprino. The proceeds of the sale will be used to drive further growth in our core business and to return capital to shareholders. See page 43 for more details. We will continue to refine our operating model, understanding and responding to our customers and consumers through innovation and active portfolio management. As mentioned earlier, in 2022 GPN's transformation programme was completed, driving revenue and margin progression, and embedding new capabilities to drive future growth momentum. **Disciplined financial management:** Strong financial management has been a key ethos of the Group for a long number of years. We are disciplined in the deployment of our shareholders' capital. We will always be cautious, but ambitious. This has stood us in good stead through the recent volatile times. With that said, given the inherent uncertainties of the current external environment, our strategy is underpinned by both responsiveness and resilience – a responsiveness to opportunities and resilience to volatility. This gives us the confidence that we are resilient to the heightened volatility in the marketplace. #### Sustainable operations As you would expect in an organisation that has, through our co-operative heritage, been involved in the nutrition business for over 100 years, we understand that the environmental impact of what we do is hugely important. We have signed up to SBTI targets for carbon emission reduction. We are very clear on our roadmap now across Scope 1 and 2 emissions. We remain committed to our diversity, equity and inclusion journey as detailed on page 22. We firmly believe that everybody should be able to thrive in an environment that values their contribution and celebrates what makes them unique. Across Glanbia we champion inclusion and diversity, from how we attract, recruit and develop our teams to the ways we portray the diverse richness of society across our portfolio. #### Ambition 2023-2025 Our strong 2022 results highlight the strength of our business, the diversity of our products and markets, our geographic spread, robust financing and an organisational design that permits fast and agile decision-taking. We have built capabilities and platforms to drive sustainable growth. We have incredible teams of people, passionate about the delivery of our better nutrition agenda. In today's environment there is no shortage of opportunities for a global organisation focused on better nutrition. We shall continue to invest and grow our Nutritional Solutions and Glanbia Performance Nutrition portfolios to drive sustainable growth for our shareholders. Group Managing Director ALAMEDA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS 2022 | 9 ## Market trends and growth drivers CONSUMER NEED #1 ### Glanbia’s broad, global portfolio of ## Maximise athletic performance ### performance nutrition and ingredients ### products is addressing the growth Performance nutrition From sports enthusiasts seeking to build muscle mass to lifestyle ### opportunities arising from major consumers aiming to improve their overall health, there is a ### macrotrends: maximising athletic growing awareness of the role of nutrition in maximising sports ### performance, active lifestyles and performance and recovery. The US sports nutrition category achieved double-digit growth in 2022.¹ ### health and wellness. 1. Source Spins: multi-outlet + natural channel, 52 Weeks ending 01/01/2023, Team analysis.  ### Total addressable markets ## Meeting ## $25bn ## market ## needs ### How we’re meeting this need ## World-leading ## brands and ingredients Our portfolio of brands and ingredients hold significant leadership positions in the performance nutrition category. Most notably, Optimum Nutrition ("ON") is the world’s #1 Sports Nutrition brand and has been a pioneer of performance nutrition for over 35 years. Available in over 90 countries, Optimum Nutrition holds leading positions in protein powder with its Gold Standard Whey and Serious Mass products. GPN’s portfolio also includes BSN, targeted at consumers looking to build muscle mass with a range of protein and energy-basedproducts. In our NS ingredients business we build our business around healthy categories. We are the #1 global supplier of whey protein isolate supplying key market segments including performance nutrition. Our functional and nutritional ingredients appeal to the heightened desire from our customers for tailor-made ingredient solutions to enrich their food and beverage products. For more information, see pages 24–43 4. Source: Euromonitor, team analysis.  GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS  STRATEGIC REPORT CONSUMER NEED #2 CONSUMER NEED #3 ## Healthy, active lifestyles Improve and maintain energy levels ### Improve physical and cognitive health Energy and supplements More and more people are living healthy and active lifestyles, Consumer interest in fortified products and foods with functional a trend amplified by the Covid-19 pandemic. They are now more claims continues to increase, as people seek to supplement their focused on nutrition that supports their physical and mental diets with immune boosting nutrients to improve their energy health. Post pandemic, 50% of US adults have increased their levels and health. The use of sports nutrition ("SN") supplements 2 prioritisation of wellness. grew +5% in 2022 with 39% of US adults using a SN supplement 3 over the last 12 months. 2. McKinsey Future of Wellness Survey. 3. Council for Responsible Nutrition Annual Consumer Survey on Supplement usage.   ### Total addressable markets Total addressable markets ## $17bn $54bn ### How we’re meeting this need How we’re meeting this need ## Delivering trusted lifestyle brands Energy boosting products and ## and ingredients beverages GPN offers a range of lifestyle nutrition brands. SlimFast has For most people, the true definition of health and been helping consumers manage and lose weight for over 30 wellness is having the energy to live an active lifestyle. years with a range of delicious snacks and meal replacement drinks and bars. Isopure provides low and zero carb protein In NS business, we offer tailor-made and sustainable nutritional powders and drinks to premium consumers looking to support ingredients and supplements that provide energy without their active lifestyles, while think! offers high- protein low sugar compromising quality. In May 2022, we acquired Sterling bars for consumers looking for healthy on-the-go Technology, a US-based manufacturer of dairy bioactive snackingoptions. solutions. This acquisition represents an attractive addition to the GN portfolio expanding our offering in immunity solutions. NS produces a large portfolio of nutrition-enriched functional and nutritional ingredients for use in the bakery, beverage, snack ON's leading Amino Energy brand offers energy powders and bar, dairy and foodservice markets. Our capabilities range from drinks that provide consumers with the extra energy they require producing ‘straight’ ingredients to bespoke premix blends. to achieve their healthy lifestyle goals. Historically anchored in dairy proteins, our capabilities now extend from marketing ‘straight’ ingredients to developing Amazing Grass is a leader in the Greens segment with a range of bespoke nutritional solutions using a wide range of ingredients, Greens Superfood powders for consumers looking to supplement providing greater market reach and broader customer relevance. their intake of vegetables. This brand appeals to the growing consumer groups of flexitarians, vegetarians and vegans. For more information, see pages 24–43 For more information, see pages 24–43 GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS   FINANCIAL OTHER STATEMENTS INFORMATION GOVERNANCE ## Our Business Model ### Through disciplined capital management, ### operational efficiency, and the delivery of ## world-class brands and capabilities Glanbia We focus on delivering ### creates value for all its stakeholders. ## our purpose… ### Our purpose to deliver better nutrition for every ### step of life's journey connects us with the passion ### our consumers and customers have for our sports ### nutrition brands and nutritional ingredients. ## V a l u e f o ## r …through our business ## s t ## a ## k ## e ## h activities and skills… ## o ## l d ## e Adding value through customer-focused ## r ## H o w w s innovation and collaboration is central to our ## e ## a ## d ## d philosophy. It ensures that we can influence and ## v ## a drive market trends rather than simply respond ## l u ### to them. ## e ## O u r c ## o ## r e ## a ## c ## t ## i ## v ## i ## t ## e l i i ## D v e ## e ## r ## i s ## n ## g ## …and leverage our ## B ## e ## unique capabilities… ## t ## t ## e The power of our brands and ingredients ## r coupled with our unrivalled expertise in protein ## N ### have made us the #1 sports nutrition company ## u ## t in the world, #1 global supplier of whey protein ## r ## t i ## n o i isolate and #2 global premix supplier. ## …to create sustainable ## value for all. ### The impact of our purpose is evidenced through ### the delivery of sustainable growth and value ### creation for all of society.  GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS  STRATEGIC REPORT | Our portfolio of brands and | Our markets | Our culture and talent | | --- | --- | --- | | ingredients | Glanbia’s brands and ingredients are | • Committed, adaptive and resilient | | GPN is the world's #1 sports nutrition | positioned at the centre of large and | • Passion for delivering better nutrition | | company with an unrivalled product | growing sports nutrition and ingredients | • Curious and innovative | | offering and key channel and category | markets. Our portfolio of products meets | • Respectful and inclusive | | leadership. As an ingredient supplier in the | key consumer needs and enables people | | | B2B arena, GN stands for quality, integrity, | to achieve their healthy lifestyles goals. | | innovation and sustainability. ### Sourcing Manufacturing Innovating Marketing and Selling ### We workwith our Our operational Using our deep brand building In GPN our global and suppliers to procure excellence enables us understanding of We continually evolve local salesteams use high-quality raw to manufacture brands nutritional trends and our data analytical skills data, digital tools and materials and and ingredients that behaviours we focus to understand insights toextend our services, with social meet the highest on driving sustainable consumers attitudes sales and channel impact and standards of food innovation that and motivations. We reach and improve our environmental safety and quality. All delivers innovative invest in world-class execution. In GN we sustainability in mind. our facilities operate branded products and marketing tools to build work in collaboration with full regulatory patented nutritional GPN's brands and with our customers to compliance and good ingredient solutions. sustain our leadership deliver bespoke environmental positions in GN. ingredient solutions stewardship. that enable them to grow their business. | Our brands and | Protein expertise | Capital | Global talent | Delivery of our | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | ingredients | and knowhow | Management | management | Strategy | | | | | | We actively manage | We have a deep | Glanbia has a strong | As a global business, | | | | | | | our portfolio of brands | understanding of | track record of | excellence in human | | e m e n t | | L e | | | | | | | |  n g  | |  d  | | | | | | | | l m | n g E n d M  | n d | g | | | | | | | i c  o r w | i r | k e t s | r o | | and nutritional | protein and its | efficient capital | resources and talent | n  n | G | | | w t | | | | | | fi | | | | h e | | | | | | d e n | | | | c o r | | | | | | i l p i | | Better | | e | | ingredients to ensure | applications across | allocation and | management is key | c s i | S u Nutrition | | t n | | | | | | | D | s t  | | e l | | | | | | | | i n  | |  T | | | we offer abroad range | nutritional sports | reallocation to where | to the Group’s future | | b l e O | | | | | | | | | | p e | r  t i o n s | | | | | | | | | O p t i m | i s s | n i e s s | | | of products across | brands and ingredient | we see optimum | success and this was | | | e o u r b u | | | | regions, categories | solutions. | opportunity for | a particular area of | | | | | | | and price points. | | growth. | focus in 2022. | | | | | | | Read more on pages: | Read more on pages: | Read more on pages: | Read more on pages: | Read more on pages: | | | | | | - | - | - | - | - | | | | | | Consumers | People | Suppliers | Environment | Communities | Investors | | --- | --- | --- | --- | --- | --- | | and customers | We invest in our | We partner with | We continue to | We contributed | Our dividend policy | | ON enjoys strong | people and their | suppliers to ensure | focus on climate | and donated time | has a targeted | | brand loyalty as a | careers, providing | long-term, mutually | initiatives and have | and money to | dividend payout | | $1bn brand that | development | beneficial | committed to a | support causes | ratio of 25%-35%. | | continues to grow. | opportunities, | relationships. | 50% reduction in | in our local | Shareholders were | | | competitive | We have an active | Scope 1 & 2 carbon | communities. | returned €173.5m in | | | rewards and | programme in place | emissions by 2030. | | 2022 under the | | | benefits. | to risk assess | | | share buyback | | | | oursuppliers. | | | programmes. | | $1bn | €481.3m | | 8.6% | €1.2m | €84.4m | | ON brand | Employee benefits | | Scope 1 & 2 carbon | Raised to support | Dividends paid to | | Revenue | for wholly owned | | emissions | charitable | shareholders in FY | | | group | | reduction in 2022 | donations in 2022 | 2022 | GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS   FINANCIAL OTHER STATEMENTS INFORMATION GOVERNANCE ## Strategy ## Creating Value. ## Delivering Growth. ### Our strategy ## Our ambition ### To deliver better nutrition n t e e m L ### for every step of life’s journey. g e   d n   n m d l g E n d M  Glanbia has evolved and grown over the  i n r k g i w e r c r o t s o past decade. Today, we are a better n G w  n t nutrition company, the home of consumer h fi e d c brands and ingredients that nourish e o n i r millions around the world. The choices we l e ### Better p i ### do – and don’t – make, are guided by our c S Nutrition s i u t s n purpose. Everything we do reflects our D e t l  i  respect for each other and the earth. n T  b l e O Each day, we set our sights on better. With p e r  t i o n s ceaseless curiosity, our experts meet the needs of our partners and consumers, O p t s s using insight and science-led innovation i m i n e i s e o u r b u s to create high-quality nutrition and more sustainable ways of doing business. | As a team, we stay ahead of the curve | Key enablers | | | --- | --- | --- | | by asking the right questions. What | Growing end markets: Our markets have | Sustainable operations: We seek to | | we’re made of makes more possible. | evolved and as a Group we are evolving | maintain a strong position on key | | | with them, understanding and staying | sustainability issues in our sector | | Having achieved all our 2018-2022 financial | close to our consumers and customers. | including food safety and quality, | | metric targets, we have defined a clear set | | diversity, equity and inclusion and in | | of strategic priorities to help us achieve our | See pages 10-11 | particular our environmental | | 2025 ambitions: lead and grow the core; | | commitments. We have signed up to the | | optimise the business; disciplined financial | Culture and talent: Glanbia culture and | Science-Based Targets initiative ("SBTi") | | management. To support these priorities | extraordinary talent are key sources of | and are very clear on our roadmap across | | and harness Glanbia’s global growth | competitive advantage for the Group. Our | Scope 1 and 2 emissions. | | potential, we will continue to develop our | heritage is rooted in the vision of extraordinary | | | key enablers, our world-class strategic | people delivering better nutrition and better | See our Business Model on pages 12-13 | | capabilities and our strong assets. | livelihoods for the communities around them. | | | See our Business Model on pages 12-13 | See pages 21-23 | | ## Ambition - Business Unit Metrics* Group Metrics** ### Revenue Revenue ### Adj. EPS OCF % ## Delivering | 5-7% | 3-5% | | | | | --- | --- | --- | --- | --- | | GPN avg. revenue growth | NS avg. volume growth | sustainable | 5-10% | +80% | | | | | Avg. Adj. EPS growth % | Avg. OCF conversion % | ## value ### EBITA Margin % | | | creation | ROCE | | --- | --- | --- | --- | | 12%+ | 12%+ | | | | GPN avg. EBITA margin | NS avg. EBITA margin | | 10-13% | Avg. ROCE *Organic growth ** Organic & M&A growth  GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS  STRATEGIC REPORT Strategic priority  Better Better Nutrition Nutrition ## Lead and grow the core Our core brands and nutritional ingredients hold market-leading positions in categories that are driven by strong underlying health and wellness trends. ### Our refreshed strategy KPIs ### Basic EPS – ### Capture Global potential of bn Optimum Nutrition ("ON") brand; ### continuing operations ### Build North America's branded lifestyle nutrition platform; ## 72.67c ### Build on core strength in GN NS custom premix solutions; +23.5% constant currency ### Scale NS extensive capability in protein; and ### GPN Revenue ### Focus on earnings and cash potential of US cheese/JV operations. ## €1.6bn ###  Progress Looking ahead to  +13.9% constant currency • Like-for-like ("LFL") GPN branded • Fully cement ON's #1 global position ### GN Revenue | | growth of 14.6% constant currency | | across the sports nutrition industry; | | | --- | --- | --- | --- | --- | | | with strong growth in all regions; | • Capture further growth of GPN | | | | • Solidified ON's position as the world's | | | lifestyle brands in key growing markets | €4.0bn | | | #1 sports nutrition brand, ON delivered | | and leverage refresh of SlimFast brand | +24.3% constant currency | | | US consumption growth* of 30.8%; | | in the US; | | | • LFL NS revenue growth of 12.6%; | | • Maintain NS’ momentum in healthy | | | ### Key 2023 Risks • Ensured NS resiliently played into snacking and ingredients solutions; and • Macroeconomic headwinds impacting market trending categories driven by • Continue to build out NS' business demand; strong demand for functional and through enhanced capabilities, • Competitor promotional activity or nutritional ingredients; and innovative technologies and bolt-on unexpected product innovation; and • Continued to build compelling acquisitions. • A rapid change in consumer behaviour capabilities and innovative solutions or preferences. that are attractive to NS’ customers. * US consumption growth is measured in North American channels and includes Online, FDMC (Food, For more information about risk, see Drug, Mass, Club) and Specialty channels. Data compiled from published external sources and Glanbia pages 67–77 estimates for the 52-week period to 1 January 2023. ### Link to Remuneration • Adjusted earnings per share is a performance target in both annual STRATEGY IN ACTION incentive and LTIP for Executive Directors; • Business segment EBITA forms part of ### GPN Transformation programme the annual incentive and LTIP for the CEOs of GPN and GN; With strong delivery against both growth and • GPN LFL branded revenue growth and margin enhancement initiatives throughout 2020 margin forms part of the annual and 2021, the GPN transformation programme incentive of the CEO of GPN; and continued to deliver in 2022, further enhancing • NS LFL revenue growth and margin margins and delivering increased growth rates for forms part of the annual incentive of our brands. The programme has now matured, the CEO of GN. becoming embedded across the business as our execution engine. The capabilities of our teams For more information about have been enhanced with team members now remuneration, see pages 120-140 applying the core programme concept – ideate, plan, execute – to all initiatives, whether focused on driving demand or increasing efficiencies. The benefits of the transformation programme are expected to be felt across the business for many years to come. GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS   FINANCIAL OTHER STATEMENTS INFORMATION GOVERNANCE ## Strategy continued Strategic priority  Better Better Nutrition Nutrition ## Optimise our business Improving the operational, commercial, sustainability and financial performance of our business to maximise long-term value and deliver superior returns. ### Our refreshed strategy: KPIs ### Science-led innovation Basic EPS – continuing operations ### Refine business and operating model ## 72.67c +23.5% constant currency ### Optimise opportunities for margin expansion ### Digitise our ecosystem Employee Engagement Score ## 71 points ###  Progress Looking ahead to  +1 point • Completed GPN's transformation • Continue to refine Group and Business Increase in point score for employees who programme driving top line and Unit operating models and pursue said they were happy working at Glanbia. margin momentum ahead of target; efficiencies; • Launched new innovation in GPN for • Focus on digitally enabled ongoing ### Carbon Emission reduction | | ON energy and plant products; | | talent development and engagement | | | --- | --- | --- | --- | --- | | • Invested in new technologies and | | | strategies; | | | | capabilities in NS; | • Embed our ESG strategy across the | | 8.6% | | • Despite significant inflation delivered | | | business; and | Scope 1 & 2 GHG emissions reduction | | | 2022 margins in both GPN and NS at or | • Optimise Group-wide support | | versus 2021. | | | close to prior year levels; | | functions to align with our growth | | | • Committed to our science-based | | | agenda. | | ### ROCE – continuing operations carbon emissions targets and enhanced our global DE&I focus; and ## 11.1% • Developed our HR transformation programme. +110bps ### Key Risks • A failure to attract, develop, engage STRATEGY IN ACTION and retain key talent; • Adverse cyber security events resulting ### Establishing new R&D capabilities in significant operational impacts; and • Climate or pandemic-related events In NS we have a strong culture of innovation. impacting supply chains. Our 15 innovation and collaboration centres match our customers’ brand ambitions, For more information about risk, see providing the resources, knowledge, and pages 67–77 expertise to solve their product challenges ### through co-innovation. Most recently, we Link to Remuneration have built a new innovation centre in • Adjusted earnings per share is a Singapore. We are also establishing new performance target in both annual R&D capabilities in Japan. These new incentive and LTIP for Executive Directors; innovation hubs further link us with • Margin progression is included in the customers in the Asia Pacific region. In STIP for the Executive Team; Europe, we expanded our lab in Ireland to • Development of talent is a personal support our growing business on the objective of Executive Directors and Continent and in North America, we have the Operating Executive; and expanded our facilities in Twin Falls. We can • STIP and LTIP incentives for the develop deeper extrusion, confectionary Executive Team and Senior Leadership and flavour applications. Whatever our Teams both include measurable metrics customers’ ambition, we are there to aligned to our strategic road map to partner with them on their journey and to deliver on our ESG targets. solve the challenges in bringing their products to life. For more information about remuneration, see pages 120–140  GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS  STRATEGIC REPORT Strategic priority  Better Better Nutrition Nutrition ## Disciplined financial management Optimising our business for maximum long-term value through the disciplined and focused allocation and reallocation of capital. ### Our refreshed strategy: KPIs ### Focus on cash generation ### OCF conversion ### Disciplined cash management ## 85.7% ### Accretive M&A 2021: 100.2% ### Balance between investment and return of capital to shareholders ### ROCE – continuing operations ## 11.1% ###  Progress Looking ahead to  2021: 10.0% • Delivered strong cash generation with • Continue progressive capital 85.7% operating cash conversion; allocation strategy through ### Net Debt | • Net debt: adjusted EBITDA 1.12 (2021: | | | mechanisms such as dividends and | | | --- | --- | --- | --- | --- | | | 1.71) and adjusted EBIT: adjusted net | | share buyback programmes; | | | | finance cost 17.0 (2021: 15.1); | • Transition to a US$ presentation | | €459.4m | | • Refinanced €0.9 billion of near term | | | currency for reporting, better | 2021: €602.7m | | | debt, extending the duration of Group | | representing core Group markets; | | | | financing facilities to 5.8 years; | • Complete divestment of our Glanbia | | | ### Key 2023 Risks • Completed detailed strategic review of Cheese EU and UK joint ventures • Ineffective due diligence, transaction existing business and portfolio options; • Pursue other margin accretive completion or business integration. • Completed divestment of Glanbia strategic M&A opportunities, to • Failing to obtain accurate and relevant Ireland and an acquisition in NS; and complement the current portfolio; and market intelligence. • Continued growth in dividend (+10%) • Progress programme to optimise and €173.5m returned via share Group-wide functions supporting our For more information about risk, see buyback programmes. growth agenda. pages 67–77 ### Link to Remuneration • OCF conversion is a performance target in the annual incentive for STRATEGY IN ACTION Executive Directors and Operating Executive; and ### Strategic review of our portfolio • ROCE is a performance target in the LTIP for Executive Directors and the A disciplined approach to M&A is at the core of our Operating Executive. strategy as we pursue opportunities to strengthen our growth platforms as a brand owner and For more information about ingredient solutions provider. In May, 2022 we remuneration, see pages 120–140 announced the acquisition of Sterling Technology, a US-based manufacturer of dairy bioactive solutions derived from bovine colostrum, for €54.5 million plus deferred consideration. This acquisition represents an attractive addition to the GN portfolio expanding our offering in immunity solutions. We continuously review our existing operations to ensure alignment with Glanbia’s long term strategy and explore opportunities to release capital. As part of our on going focus on optimising our portfolio, we have decided to dispose of our stake in our UK and EU cheese joint ventures to our partner Leprino Foods Company. The proceeds of the sale will be used to drive further growth in our core business and return capital to shareholders. GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS   FINANCIAL OTHER STATEMENTS INFORMATION GOVERNANCE ## Key performance indicators | Revenue | Strategic relevance | Performance | | --- | --- | --- | | | Revenue growth is a key indicator of how the | In 2022, revenue was €5.6 billion (2021: | | | Group is succeeding in developing through | €4.2 billion), an increase of 34.4% on a | ## €5.6bn (2021: €4.2bn) | | investment in organic growth and the ongoing | reported basis and up 21.2% constant | | --- | --- | --- | | +21.2% constant currency | acquisition programme. | currency (cc) on 2021. Revenue growth | | +34.4% reported currency | | was driven by positive pricing of 19.7% in | | | In addition, there are a number of key | response to inflationary pressures, | | | components of Group revenue (price, volume | volume growth of 0.5% and a further | | | and acquisition) which are actively monitored | contribution from acquisitions of 1.0%. | to provide greater insight into performance. 1 Strategic relevance Performance ### Revenue volume growth Revenue volume growth is an important Overall volumes increased by 0.5% in metric for the Group as it represents the the year. LFL branded volumes in GPN ## +0.5%(2021: +16.1%) | | underlying growth in sales to customers | declined by 2.1% and volume declined | | --- | --- | --- | | GPN -2.1% (2021: +13.6%) | excluding any impact of price. Volume is | by 3.5% in NS, offset by volume growth | | Like-for-like branded | further broken down by the Business Units to | of 4.3% in the US Cheese business | | revenue volume growth | understand the brand growth within GPN and | within the GN segment. Volume | | | the components of volume growth in NS | declines in GPN and NS were in the | | | withinGN. | context of significant pricing | NS -3.5% (2021: +13.6%) adjustments in mitigation of record Like-for-like revenue input cost inflation, with US Cheese volume growth volumes benefiting from the full year impact of the new Michigan cheese facility, commissioned in 2021. 2 Strategic relevance Performance ### EBITA Earnings Before Interest, Tax and Amortisation EBITA was €347.1 million in 2022, an ("EBITA"), pre-exceptional items, is the key increase of 28.3% reported and up ## €347.1m (2021: €270.6m) | | performance measure for the wholly-owned | 13.5% cc. GPN’s EBITA increased by | | --- | --- | --- | | +13.5% constant currency | segments of the Group. The exclusion of | 10.5% cc versus 2021, while EBITA | | +28.3% reported currency | amortisation aids comparability between | margins were up 10bps to 11.2%. GN | | | oursegments. | achieved EBITA growth of 16.9% (cc) | with EBITA margins down 20bps versus | EBITA margin is a key metric to ensure that | 2021 to 4.1%, comprising EBITA margins | | --- | --- | | growth is being driven in a responsible manner | in Nutritional Solutions of 11.4% (2021: | | by maintaining margins within an acceptable | 11.5%) and US Cheese of 1.3% (2021: 1.2%). | range. The strategy for the Group is to focus on higher growth, higher margin products within GPN and GN. | Profit after Tax | Strategic relevance | Performance | | --- | --- | --- | | | Profit after tax is the measure of the profit | Profit after tax for 2022 was €256.8 | | | generated by the Group for the year, post tax | million (2021: €167.4 million), an increase | ## €256.8m (2021: €167.4m) | | and post exceptional items. | of €89.4 million on prior year. This | | --- | --- | --- | | Continuing operations €199.6m | | comprises the profit generated from | | Discontinued operations €57.2m | | continuing operations of €199.6 million | and discontinued operations of €57.2 million, with discontinued operations representing the exceptional gain on the divestment of the Group’s interest in Glanbia Ireland. ### Basic Earnings Per Share Strategic relevance Performance Basic Earnings Per Share ("EPS") is an Basic EPS – continuing operations was ### – continuing operations important IFRS reporting metric and relates to 72.67 cent, an increase of 49.9% on a EPS of the Group post tax and post reported basis and an increase of 23.5% ## 72.67c (2021: 48.47c) | | exceptional items. | cc, driven by increased profitability | | --- | --- | --- | | 23.5% constant currency | | across the Group. Discontinued | | 49.9% reported currency | | operations, which includes the gain on | disposal of Glanbia Ireland, have been excluded on the basis that they are now less relevant as a benchmark for the ongoing business of the Group. 1. Performance condition of Glanbia’s Annual Incentive Scheme. 2 Both EBITA and OCF are presented on a pre-exceptional basis.  GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS  STRATEGIC REPORT ### Adjusted Earnings Per Share – Strategic relevance Performance 1,3 Adjusted EPS is an important measure of the Adjusted EPS (continuing operations) ### continuing operations profitability of the Group as it represents the increased 33.6% to 104.02 cent, representing a underlying profit per equity share in issue. cc increase of 17.6%, due to continued growth ## 104.02c (2021: 77.84c) in profitability of the wholly owned business, +17.6% constant currency net of reduced profitability in joint ventures. +33.6% reported currency Positive pricing in response to inflationary pressures and the ongoing benefit from transformation initiatives contributed to this record performance for the Group. ### Return on Capital Employed – Strategic relevance Performance 3 Return on Capital Employed ("ROCE") ROCE from continuing operations increased ### continuing operations measures the efficiency of the Group’s organic by 110 basis points to 11.1% (2021: 10.0%). This and acquisition investment programme as well increase was primarily due to the continued ## 11.1% (2021: 10.0%) as the utilisation of its assets. growth in profitability from the successful execution of strategy with pricing and efficiency improvements to mitigate against input cost inflation. 1,2 Strategic relevance Performance ### OCF conversion Operating Cash Flow ("OCF") measures the OCF conversion was 85.7% in 2022 (2021: cash generated from operations before 100.2%) compared to a target of 80%. The ## 85.7% (2021: 100.2%) interest and tax payments and before strategic OCF conversion rate remains very strong and capital expenditure. OCF conversion is OCF as ahead of target. OCF conversion has reduced a percentage of earnings before interest, tax, since prior year due to increased investment depreciation and amortisation ("EBITDA") and in working capital as a result of higher pricing is a measure of the ability of the Group to in receivables and inventory, and restoration convert trading profits to cash, which is then of inventory buffer levels to ensure sufficient available for strategic investments and supplies of key raw materials. dividend payments. | | 4 | | Strategic relevance | Performance | | --- | --- | --- | --- | --- | | Carbon emissions | | NFM | | | | | | | Climate change is impacting all of society. | In 2022 we reduced Scope 1 and 2 | | | | | At Glanbia we are committed to doing our part | greenhouse gas ("GHG") emissions in our | ## -8.6% by focusing on our most material areas. Our operations by 8.6% from the previous Objective Pure Food + Pure Planet strategy prioritises reporting year (2021). Glanbia updated its Decarbonise our operations and energy efficiency and renewable electricity ambition to a SBTi validated target aligned dairy supply in line with the SBTi procurement for our operations. with 1.5 degrees Celsius climate scenario. commitment and future-proof The Board approved the Group's new our organisation and our decarbonisation plan for a 50% reduction valuechain. in operational GHG emissions by 2030 from a 2018 base. | | 5 | | Strategic relevance | Performance | | --- | --- | --- | --- | --- | | Health and safety | | NFM | | | | | | | The health and safety of our employees is | Overall, 35% improvement in the LTC rate in | | | | | inherent in our Glanbia values and is reflected | 2022, led by a strong performance in GN | | | | | in our organisational goal of ‘Zero Harm’. | (50% improvement in overall injury rate). | ## 35% Proportion of sites meeting at least industry Group LTIR was 0.45 / 200,000 hours, well Improved Lost Time Case Rate standard safety performance, based on NAIC below our NAIC food industry benchmark of ("LTC") ("North American Industry Codes") benchmark, 1.20 (2021: 0.69). 44% of operational sites and reduced severity of injuries, by progression were without an LTC case recorded for a Objective of the Lost Time Incident Rate ("LTIR") are year or longer, 83% are better than the NAIC Maintain the highest possible established global measures of safety industry LTC injury rate for their peers. Sites global safety standards using performance. Glanbia aspires to zero LTC and below the NAIC performance standard sites with no LTC as a key all sites maintaining a minimum of industry maintain robust improvement plans benchmark. benchmark performance for lost time injuries. supported and monitored by leadership. ### Employee engagement Strategic relevance Performance ### NFM Employee engagement is a key enabler of In the 2022 'Your Voice' survey, overall ### score performance. At Glanbia we acknowledge that engagement was up 1 point with scores people who are positively engaged, motivated increasing across all business units on our ## 71 and supported perform to the best of their key focus areas of wellbeing and Objective ability, find a greater sense of meaning in what communication. While there is opportunity Measure and understand how they do and contribute positively to to further improve our wellbeing well our employees believe we Glanbia’ssuccess. programmes, employees expressed are doing in living our values. particular appreciation for the flexible, hybrid working options available to them. NFM Non-financial metric 3. Performance condition of Glanbia’s Long-Term Incentive Plan. 4. GHG emissions reduction in Scope 1 and 2 in comparison to prior year result (2021). Refer to page 57 for operational control GHG emissions breakdown by Scope and performance since 2018 base year. 5. Results relate to sites under Glanbia's operational control. Includes Group’s wholly-owned operations and MWC-Southwest Holdings LLC joint venture operations. GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS   FINANCIAL OTHER STATEMENTS INFORMATION GOVERNANCE ## People | A year of transformation for | capabilities and career pathways to | | --- | --- | | our global HR organisation | be future-ready. MyLearning enables | | 2022 was a year of significant change | inclusive access to leading-edge, | | for our global HR function as the | mobile-enabled learning content, | ## A year of phased implementation of Grow@ while MyCareer empowers employees Glanbia, our multi-year to take ownership of their career transformation programme aspirations and development plans. ## growth and Our learning platform was accessed commenced. This programme enables | | us to create a future-ready, people- | by more than 1,700 employees, | | --- | --- | --- | | | centred organisation with the HR | building education and awareness | | success | capabilities to support further | through our general employee | | | business growth. Our new HR | population. | operating model was rolled out establishing global centres of Our leadership development ### “We are committed to creating excellence for a number of functions programmes continue to evolve. Our including talent and engagement; Advanced Leadership Programme ### a strong andinclusive culture performance and reward; and talent ("ALP"), for our most senior leaders, is ### where each individual feels currently being redesigned and will be acquisition. Our new People Success Organisation also went live with a relaunched in 2023. Our Senior ### engaged and supported to do centralised team to provide support to Leadership Programme ("SLP") for ### their best work. We want our | | our employees and managers in our | senior executives continued in 2022, | | --- | --- | --- | | people to feel that they belong | major markets as well as enabling our | with a particular focus on accelerating | | | wider HR teams to focus more | succession readiness. Our Leading the | ### and to know that they can | | strategically. | Glanbia Way programme for people | | --- | --- | --- | | thrive at Glanbia.” | | managers has been refreshed with | | | Creating a culture of continuous | new content including a focus on | | | learning | inclusive leadership. Our Early Years | | | In a world of change, a culture of | Careers programme continued to be | | | continuous learning, developing new | an important focus in 2022. In | | | skills and strong leadership | recognition of the contribution made | | | capabilities are key to enabling our | byour Early Years Associates to our | | | business and our people to grow and | organisation, we were proud to be | | | flourish. This year, we launched our | awarded the Gold Award for Graduate | | | new career growth tools 'MyLearning' | Employer of the year by gradireland | | | and 'MyCareer' to support our people | for 2022. | to gain the skills, leadership ### Maintaining a strong culture ### through progressive policies We continued to embed our Smart Working Model in 2022. Core principles of the model include flexible hours; blended working where employees can work remotely on a hybrid basis; and flex Fridays where eligible. Our most recent employee engagement survey shows that employees continue to value our Smart Working model. We believe that it helps enhance and differentiate Glanbia from a talent acquisition perspective. Based on feedback from our employee engagement survey, we are taking steps to strengthen our Family Leave support with the launch of a new suite of policies this year to include enhanced benefits for: birth mothers; adoptive parents; employees undertaking fertility treatments as well as those who experience loss. As we continue to focus on building a Sue Sweem strong and inclusive culture, we will Chief Human implement policies to support all our Resources Officer employees across the business.  GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS  STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION # **Culture and engagement** We continue to build our strong Group engagement metrics. Our 'Your Voice' employee pulse survey conducted in 2022 showed employee engagement score levels increasing to 71 points, against a backdrop of a challenging external environment. Reflecting the Group's listening and action-oriented approach, engagement scores increased across all areas of the business with combined improvements noted in the areas of inclusion and communication. Our Inclusion Index score improved for all parts of the organization (+2.5 points). The Inclusion Index is based on a combination of the two scores: **Belonging:** I feel a sense of belonging at Glanbio (+2 points since last year); and **Equal opportunity:** Regardless of background, everyone at Glanbio has an equal opportunity to succeed (+3 points since last year). While we have more to do in this area, we believe that initiatives including the establishment of our Employee Resource Groups and Smart Working policies are having a positive impact in relation to these scores. Key areas identified for improvement in the survey include further action on employee wellbeing and career progression with action plans developed to support these areas. A key focus in 2023 will be the development of a Group Wellbeing strategy. A wellbeing working group comprising HR and business leaders has been established to progress this initiative. # **Global employee base** In 2022, Total Group employees, including Joint Ventures & Associates, came to 6,163 people based in 31 countries. Glanbio Performance Nutrition ('GPN') had 1,996 employees while Glanbio Nutritionals ('GN') employed 3,010 people during the year. Our Joint Ventures had 1,157 employees in 2022. Total Group employees in 2022 **6,163** across 31 countries 1,996 3,010 Joint Ventures Male 50% Female 27% ![img-2.jpeg](img-2.jpeg) Engagement score **71** (up 1 point since last year) Inclusion Index **69.5** (up 2.5 points since last year) # CASE STUDY # Creating an inclusive culture through our Employee Resource Groups In 2022, we established a number of employee resource groups, including Glanbio NOW (Network of Women), our LGBTQIA+ network True Colours, and our multicultural network Mosaic. These networks provide a safe space for our people to support one another and to address workplace and career-related strategies through education, conversation, networking, mentorship and professional development. Our ERGs also help our leaders to better understand the priorities and concerns of our under-represented communities. Highlights from our ERGs' programme of activities this year include: a global mentorship pilot programme and marking moments including International Women's Day, Pride Month, Black History Month, Hispanic Heritage Month, World Mental Health Day, Diwali and Lunar New Year. Glanbio Network of Women (NOW) European Chapter celebrating the doubling in membership numbers in 2022. Printed: Harrita Sinha, Communications Lead and Mentholownership Chair European Chapter. ![img-3.jpeg](img-3.jpeg) ALAMEDA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS 2022 21 ## People continued ## Diversity, Equity & Inclusion ## Building an inclusive ## culture and society ### We are committed to building an inclusive culture ### that empowers our people to thrive and grow. | Our Inclusion Journey | skills and impact in this area, while over | | --- | --- | | At Glanbia, respect is a cornerstone of | 200 other managers completed our | | our values, behaviours and culture. We | Leading Inclusively online course. We | | strive to develop a more diverse and | developed unconscious bias training for all | | inclusive work environment and to build | employees and more than 200 employees | | an understanding of inclusive behaviour at | completed inclusive recruitment training | | all levels of the organisation. To ensure we | to support eliminating bias in our | | are aligning our actions to our ambition, | recruitment processes. | we implemented diversity, equity and inclusion (“DE&I”) targets for our senior Over the course of the year, we also leaders as part of remuneration incentives. focused on giving a voice to our under represented employees through the | In 2020, we engaged our organisation to | establishment of our Employee Resource | Our GRI gender pay ratio for 2022 is | | --- | --- | --- | | develop our vision for inclusion and | Groups (“ERGs’”). More than 700 | 99:100 which means that there is a 1% | | together we defined the statement that | employees across the organisation are | difference in average pay between men | | at Glanbia ‘we celebrate individuality, | now involved in an ERG. We continued to | and women across this population. | | knowing that together we are more.’ In | improve representation throughout the | | | 2022, we continued to make progress on | organisation, with 36% female | We are committed to improving our | | the rollout of our diversity, equity and | participation at Board level and 38% | gender balance by working to increase | | inclusion programme. We are committed | female participation in management in | female representation particularly at | | to creating an inclusive and diverse | 2022. Our commitment and focus on | management level. Our long term | | culture, as well as shaping progressive | improving representation at all levels, | ambition is to achieve gender balance in | | policies and practices. | reflecting the communities in which we | our management team. | operate, will continue in 2023. Education and training were an ### Female management ### important focus for our DE&I programme Gender Pay Ratio ### participation in 2022 | in 2022. In 2022, our entire senior | Our Global Reporting Initiative (“GRI”) | | | --- | --- | --- | | leadership team completed our | Gender Pay Ratio measures average | | | immersive Inclusion development | female to male pay for our employees in | | | programme, designed to build leadership | the US and Ireland. | 38% | ### Roadmap to Building an Inclusive Culture Aim to increase gender, Three Employee Resource Strong internal Promoting true racial and ethnic Groups – women, culture & inclusivity of all representation multi-cultural engagement diversity in leadership and LGBTQIA+ Unconscious bias/ Tracking employee Smart Working and Performance inclusivity training for inclusion enhanced family linked to all senior management perceptions leavepolicies remuneration  GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS  STRATEGIC REPORT ## Health & Safety 2022 was a year of continued progress in our mission towards ‘Zero CASE STUDY Harm’ with a significant reduction in the Group's total recordable incident rate ("TRIR") from 2.30 to 1.22 and of lost time injuries from ## 0.69 to 0.45. In addition, zero critical injuries were reported for the full Building a zero-incident year, as the organisation benefited from enhanced prevention ## tools and metrics including Job Safety Analysis ("JSA") risk culture in Glanbia assessments and ‘Near Miss’ data to drive sustainable ## improvements. Our internal benchmarking has also indicated an Nutritionals excellent performance in reference to the NAIC (North American Industry Code) Occupational Health and Safety performance. In 2022, 97% of our locations are at or better than the NAIC average GN achieved its best ever performance in both rolling performance in total recordable incidences. incident rate and rolling lost time rate in 2022. A focused, committed, and dedicated EHS team drove initiatives and Further, we have had zero lost time incidences in all laboratories behaviour-based programmes aimed at reducing the and administrative/corporate offices globally. In 2022, eight number of incidents. By leveraging and centralising data, operational locations had zero lost time cases recorded, the team created a live dashboard to demonstrate daily demonstrating the sustainability and resilience of our health and performance and to allow plants to analyse information safety approach over time. for their own site and compare it to other operational plants in the network. This data was then used to roll out GN has driven an (H&S) culture of excellence in 2022, driving its lost targeted programmes to the common injury categories, time injury rate ("LTIR") down to 0.71 from 1.38 just a year ago. Across aimed at reducing the overall number of injuries in the the Group a number of projects have successfully been rolled out calendar year. In addition to internal programmes, the and contributed to this progress. These include a chemical safety team leveraged external programmes through SafeStart. programme aimed at improved labelling and handling practices, focused efforts for reduction of sprain and strain injuries including GN has built a zero-incident culture by living its daily earlier identification and intervention, as well as an office induction mission to safely deliver quality products in full and on training have all been successfully rolled out in 2022 and are time as efficiently as possible. This achievement is reflected in the improved injury metrics. testament to the culture of safety developed by the Company's supply chain leadership and plant personnel Our focus in 2023 will continue on Environmental Health and Safety across the entire global network. ("EHS") training for managers and supervisors, Hand Safety Initiative, and expanding our plans for H&S compliance. This includes best practice benchmarking and assuring compliance with the GRI Occupational Health and Safety reporting standard. ### Key Achievements in 2022* 1 • TRIR 1.22 (2021: 2.30) 2 • LTIR 0.45 (2021: 0.69) • GN recorded lowest LTIR in the history of the business • GN achieved a 50% reduction in TRIR, while GPN recorded a 38% reduction in TRIR, versus 2021. * Results relate to sites under Glanbia's operational control. Includes Group’s wholly-owned operations and MWC-Southwest Holdings LLC joint venture operations. ### Health and Safety Benchmarking – Food manufacturing   ### Total Recordable Incident Rate (TRIR) Lost Time Incident Rate (LTIR) NAIC Average Food Manufacturing NAIC Average Food Manufacturing 4.0 2.0 2020 2021 2022 1.8 3.5 1.6 Glanbia’s 2022 TRIR score is 1.22, down from 2.30 in 2021 and Glanbia’s 2022 LTIR was 0.45 down from 0.69 in 2021. Glanbia's score is 3.0 1.4 substantially lower than the NAIC Average of 4.0. significantly lower than the NAIC Food Manufacturing Average of 1.2. 2.5 1.2 2.0 1.0 1. TRIR is the number of recordable, work-related incidences per 200,000 hours worked. 2. LTIR is the number of lost time work related incidences per 200,000 hours worked. | 0.8 1.5 | | | | --- | --- | --- | | 0.6 | GLANBIA PLC \| ANNUAL REPORT AND FINANCIAL STATEMENTS  | | | 1.0 | |  | 0.4 0.5 0.2 0 0.0 FINANCIAL OTHER STATEMENTS INFORMATION GOVERNANCE 2020 2021 2022 ## Operations review ## Glanbia Performance Nutrition  GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS  STRATEGIC REPORT ## Financial ambition ##  to  | Average Revenue | Average | | --- | --- | | Growth | EBITA margin | | 5-7% | 12%+ | ## Transformative ## Growth GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS   FINANCIAL OTHER STATEMENTS INFORMATION GOVERNANCE Operations review Glanbia Performance Nutrition # Delivering a strong performance led by the world's #1 sports nutrition brand Revenue €1,625.7m 2021: €1,303.1m EBITA (pre-exceptional) €182.1m 2021: €145.1m EBITA Margin 11.2% 2021: 11.1% Hugh McGuire CEO Glanbia Performance Nutrition 26 | GLANBIA PERFORMANCE NUTRITION Performance highlights: - Like-for-like ("LFL") branded revenue growth of +14.6% with volume -2.1% and pricing +16.7% - ON, the leading brand in the sports nutrition sector, continues to sustain a strong consumer position in key markets and delivered US consumption growth of 30.8%, - EBITA margin increase of +10bps versus prior year despite unprecedented inflation, with 12.0% EBITA margin delivered for the second half of 2022. GPN Performance Overview | £m | FY 2022 | FY 2021 | Change | Constant Currency Change | | --- | --- | --- | --- | --- | | Revenue | 1,625.7 | 1,303.1 | +24.6% | +13.9% | | EBITA | 182.1 | 145.1 | +25.5% | +10.6% | | EBITA margin | 11.2% | 11.1% | +10bps | | Commentary on percentage movements is on a constant currency basis throughout. Who we are Glanbia Performance Nutrition ("GPN") is the number one global sports nutrition portfolio with a growing position in US Lifestyle nutrition. Our mission is to inspire people everywhere to achieve their performance and healthy lifestyle goals, and we achieve this through education, advocacy, quality and authenticity. Our brands Our portfolio comprises nine brands – Optimum Nutrition ("ON"), BSN, Isopure, Nutramino, SlimFast, think! Amazing Grass, Body & Fit and Levitip. Each has its own brand essence and consumer appeal. Our brands participate across a range of formats such as powders, capsules and tablets, drinks, smoothies, bites and bars and are sold in a variety of channels such as online, specialty and mass retail. Innovation sits at the heart of our business and we continuously develop new products. ![img-4.jpeg](img-4.jpeg) STRATEGIC REPORT | Financial performance  | significant pricing actions and revenue | | --- | --- | | Overall GPN revenue increased by 13.9% | growth management initiatives. The | | in 2022 versus prior year. This was driven | ON brand continued to exhibit very | ## Glanbia | by volume declines of 2.9%, price | strong performance in the period and | | | --- | --- | --- | | increases of 16.4%, and the LevlUp | was supported by continued brand | Performance | | acquisition contributing 0.4%. Excluding | investment and innovation. ON delivered | | ## Nutrition brand the impact of our contract business, US consumption¹ growth in 2022 of 30.8%. which we exited in North America, Strong consumption trends in the healthy ## portfolio like-for-like branded revenues increased lifestyle portfolio also continued through by 14.6% with 16.7% growth in pricing the period across the think!, Isopure and ### GPN is the offset by a volume decline of 2.1%. Pricing Amazing Grass brands, with US was driven by the execution of strategic consumption¹ in 2022 up 13.9%. The ### number one price increases across all brands, in all SlimFast brand performance continues ### sports nutrition regions, in response to inflationary to be impacted by headwinds in the trends. While volume performance in the overall diet category with US ### company global ON brand was strong, the overall consumption¹ in 2022 down 17.9%. 2 ### in the world | decline was driven by the SlimFast brand, | The brand refresh is in market as planned, | | --- | --- | | where the brand refresh activity remains | supported by new branding and pack | | on track. | design, creative content and innovation. | | GPN EBITA increased by 10.5% versus | International | | prior year to €182.1 million. The GPN | GPN International, which includes | | transformation programme, widened in | direct-to-consumer ("DTC") brands, | | scope to include mitigation of inflation, | grew like-for-like revenues by 16.3% in | | is now complete and provides a | 2022 compared to the prior year. This | | fundamental underpin to margins as | was driven by volume growth in key | | the business moves through the current | regional markets, with consumption | ## #1 inflationary cycle. The benefits from this trends in Europe, India and Oceania ### particularly strong. Pricing was positive in the world programme, together with the pricing | action taken, enabled the business to | across all regions due to the execution | | --- | --- | | deliver a 12.0% EBITA margin for the | of multiple price increases in response | | second half of the year. | to inflationary trends. | 1 US consumption growth is measured in ### Americas North American channels and includes Online, GPN Americas delivered 12.3% revenue FDMC (Food, Drug, Mass, Club) and Specialty growth in 2022 compared to the prior 2 Euromonitor channels. Data compiled from published year, with like-for-like branded revenue external sources and Glanbia estimates for increasing by 13.2%. This was driven by the 52-week period to 1 January 2023. GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS   FINANCIAL OTHER STATEMENTS INFORMATION GOVERNANCE ## Operations review continued ## Glanbia Performance Nutrition continued ## GPN’s consistent strategy • Capturing the global potential of $1 billion Optimum Nutrition brand; ## Growing • Building a lifestyle nutrition platform in North America; and • Accelerating growth in priority international markets. These pillars, which are individually supported by digital commerce expertise, are outlined in more detail over the ## the world’s following pages. Our unique strategy is enabled by our recently completed transformation programme, our people, our enhanced capabilities in consumer insights and analytics and our ## #1 Sports continued focus on innovation and M&A. ### GPN growth transformation ongoing since  We commenced GPN’s transformation programme in late 2019, which we accelerated over the past number of years, and ## Nutrition widened in scope to address rising inflation. The programme has been highly successful, delivering ahead of its business case and driving focus and discipline across the business as we executed hundreds of initiatives to drive demand and increase efficiencies. ## business Brand focus GPN has driven strong demand through a deeper focus on its brands and consumers. A strong insights and analytics function has been built to enhance our understanding of consumer ## Our strategy motivations and needs, and we track our key brands regularly with a range of brand equity and performance studies. Marketing investment has increased significantly in the last five years ### Capturing the global potential of leading to greater visibility of our brands with our target ### Optimum Nutrition audiences. For more information on our markets see pages 10-11 ### Building a lifestyle nutrition platform ### in North America Route to markets As part of our transformation programme, we focused on international routes to market and became a truly omnichannel ### Accelerating growth in priority business selling across all channels. We have also implemented new operating models in both the Americas and International ### international markets regions while also enhancing the capabilities of our teams. ### Supported by digital commerce expertise In terms of efficiency, we eliminated circa.50% of our stock keeping units ("SKUs") since 2019, which has significantly simplified our operations and enhanced margins.  GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS  STRATEGIC REPORT ## Optimum Nutrition is the world’s ## #1 Sports Nutrition Brand, sold in ## over 90 countries. ### ON Gold Standard Whey is the world’s best-selling Protein Powder. Since its launch in 1986 ON ### has built trust with consumers and established a leading position in many markets through its ### uncompromising commitment to quality and continued innovation across a portfolio of products ### and formats. ON consumers are typically highly engaged in the category and see sports nutrition ### as an “essential” spend. ### On track to deliver revenue in excess of ### $1 billion in 2023, ON has driven growth by ### protecting the brand’s reputation among ### its core sports nutrition audience while at ### the same time aggressively recruiting ### consumers beyond that core audience. The ### brands success has been achieved through ### the execution of a simple brand growth ### model. ### Ongoing prioritisation of the brand’s ### “hero” product groups of Protein, ### Energy and Gainers ### Expanding the distribution footprint ### beyond the traditional specialty ### sports nutrition channel ### Development of a range of distinctive ### brand assets, most notably the Gold ### Standard Whey tub ### Creation of inspiring brand content, ### combining product and emotional ### benefits and growing the reach of ### that content through increased ### investment in digital media channels ### Continued product and format ### innovation, most recently with ### Amino Energy ready-to-drink and ### Gold Standard Plant Protein GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS   FINANCIAL OTHER STATEMENTS INFORMATION GOVERNANCE ## Operations review continued ## Glanbia Performance Nutrition continued ## An attractive runway for further ## growth: Optimum Nutrition ### ON operates in a large and growing category. We are ambitious for growth ### and have identified six reasons to believe that ON can accelerate beyond $1bn ### in revenue. # 1 brand growing Growing category desired by fast globally. consumers: 75% of consumers expect protein consumption to go up or stay the same innext 12 months.¹ | Continued brand | Large untapped | | --- | --- | | investment in all | consumer pool in | | priority markets: | all markets: 110 | | marketing spend | million potential | | increased by 20% | customers in | | in 2022 vs 2020. | USA.² | Strong and established routes to market and Proven brand distribution. growth playbook. 1. GPN internal estimates. 2. GPN research study. | Proven brand growth Large consumer pool Growing category, #1 brand growing fast Strong routes-to-mar- Commitment to | | --- | | model in all markets compelling to globally ket anddistribution brand investment | | consumers capability |  GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS  STRATEGIC REPORT ## A lifestyle nutrition ## platform in North America ### GPN has a range of leading consumer brands that appeal to consumers across a range of ### lifestyle nutrition needs and motivations in the US. Our strategic focus in our lifestyle nutrition ### portfolio centres on: recruiting new consumers; increasing brand awareness; and driving ### physical distribution. | Firmly established as a | Isopure has been offering | Founded in 1999, Amazing | | --- | --- | --- | | leading bar brand in the US | premium low carb protein | Grass has developed a strong | | for over 20 years, think! has | ready-to-drink and powder | reputation among natural | | been offering high protein, low | solutions for discerning sports | nutrition enthusiasts for family | | sugar, great tasting bars. | nutrition consumers for over | farm sourcing, whole food | | | 20 years through its Purity | nutrition and natural | | | platform. | ingredients and is the #1 | ### Greens brand in theUS. ### Recognised by consumers looking to lose and manage ### their weight, SlimFast is an iconic brand with a ### reputation for offering an effective, nutritionally ### balanced, great tasting range of products in convenient ### ready-to-drink, ready-to-eat and powder formats. 2023 ### sees a new look for the brand, with an updated pack ### design, product architecture and advertising campaign ### as well as the launch of a range of products designed to ### help consumers with their intermittent fastingplans. GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS   FINANCIAL OTHER STATEMENTS INFORMATION GOVERNANCE ## Operations review continued ## Glanbia Performance Nutrition continued ## Accelerate priority ## international markets ### Accelerating growth in priority international markets is critical for GPN. We have a scaled ### presence in 10 markets with an in-market presence in a further 13 markets. Our brands are well ### positioned across these markets with a large pool of consumers. ### A growing international ## UK ### business ### Second largest GPN market outside of US ### Percentage of GPN’s net | • Manufacturing hub in Middlesbrough,UK | | • Strong and diverse roster of leading | | | | --- | --- | --- | --- | --- | | • True omnichannel market with strong | | | sporting influencers | revenue in international | | | GPN retail penetration | • Extending our portfolio into plant-based | | | | • #2 in sports nutrition category driven by | | | nutrition, energy and on-the-go | 32% | | | ON brand and #1 in weight management | | opportunities | | | | driven by SlimFast brand | • Top 3 Net Promotor Score in sports | | | | • Consistent growth and market | | | nutrition category. | Percentage of international | | | sharegain | | | in ecommerce | ## 38% ## India ### Scaled presence in 10 markets ### and an in-market presence in ### India is a competitive market with significant growth ### a further 13 markets ### potential for GPN | • One of GPN’s fastest growing markets | | • Significant investment in building out | | 23 | | --- | --- | --- | --- | --- | | | globally | | the capabilities of the in-market team | | | • ON is #1 ranked brand in sports nutrition | | • Deep roster of local sporting influencers | | | | | (source: Euromonitor) | | from personal trainers to individual | Total employees in our | | • Strong omnichannel presence across | | | athletes and sports teams | international business | | | 150 key cities | • Implemented local manufacturing of | | | | • Strong awareness of ON brand (upover | | | keySKUs | | ## 938 40% in last 2 years) • Top 3 Net Promotor Score in sports nutrition category. ### Optimum Nutrition ## 75% ## Australia of international sales ### Australia is a scale international market for GPN delivering | stable growth | | | | Product Supply | | | --- | --- | --- | --- | --- | --- | | • ON continues to lead the specialty | | • ON is the official protein of the AFL | | • UK manufacturing facility fulfils | | | | channel – the largest sports nutrition | | (Australian Football League) – | | Europe | | | channel in the Australian market | | Australia’s most watched sport | • Local co-manufacturing | | | • Strong growth in ecommerce | | • Voted brand of the year for 5 | | | for India, China and Australia | | • Enhanced capabilities across the | | | consecutive years by customers of | • US manufacturing facilities | | | | business with emphasis on brand- | | Nutrition Warehouse (Australia’s | | fulfils rest of world | | | building talent | | largest sports supplement retailer) | • DTC fulfillment in the | | | • GPN has invested significantly in local | | | | | Netherlands | consumer insight capabilities to inform our innovation strategy  GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS  STRATEGIC REPORT ## GPN’s financial ambition GPN has a clear growth strategy and a We are truly a global business, the only ### Financial ambition compelling growth opportunity. We have global business in our category that has ### 2023 to 2025: | | a track record of organic and acquisition- | the required level of infrastructure and | | --- | --- | --- | | | driven growth and are ambitious for the | capability to play in the on-trend | | | future of the business. | categories with large consumer pools | | 5% to 7% average | | represented by sports and healthy | | | ON is a $1 billion brand with significant | lifestyle nutrition. | ### revenue growth. potential for growth, and we continue to ### 12%+ average invest behind it. We have the ambition to GPN has a strong values-led culture with grow our unique portfolio of lifestyle a great passion for our brands across the ### EBITA margin. brands in North America. We have a team. global, scalable, efficient operating and | business model enabling us to leverage | Our financial ambition is to build on our | | --- | --- | | our portfolio of brands across multiple | growth momentum to deliver average | | channels and geographies, driving | revenue growth of 5% to 7% over the next | | sustained growth. | three years, with average EBITA margin of | over 12%. ### Delivering our 2023-2025 ambition through our strong platform for growth ### ON – approaching $1bn revenue Unique portfolio of lifestyle ### with further potential for growth brands ### On-trend growing categories Global business with established ### with large consumer pools infrastructure and capabilities ### Track record of organic and Values-led culture, passion ### acquisition-driven growth for our brands ### Talented team of brand ### True omnichannel business ### & business builders GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS   FINANCIAL OTHER STATEMENTS INFORMATION GOVERNANCE ## Operations review ## Glanbia Nutritionals ## Achieving ## Global Scale  GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS  STRATEGIC REPORT ### Our growth ambition | | Continue | | | | | | | Nutritional | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | Accelerate | | | Growth | | | | | | to build | | | | | | | Solutions | | | | | | our growth | | | enablers | | | | | We will continue to build | | | | | | | Average Volume Growth | | | | | | We will scale extensive | | Scaling complementary | | | | | | | our leadership positions | | | | | | | | | 3%–5% | | | | | protein capability | | | technologies | | | | | in protein and premix | | | | | | | Average EBITA Margins | | | | | | | & deep expertise. | | and further M&A. | | | | | | | solutions. | | | | | | | | 12%+ | GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS   FINANCIAL OTHER STATEMENTS INFORMATION GOVERNANCE ## Operations review continued ## Glanbia Nutritionals continued ## A good performance backed by ## growing scale and capabilities ## in Nutritional Solutions ### Performance highlights: ### Glanbia Nutritionals Nutritional Solutions ("GN NS") ### Nutritional Solutions Revenue ### like-for-like ("LFL") revenue growth of +12.6% with ### pricing +16.1% and volumes -3.5%; ## €1,126.6m ### EBITA margin of 11.4% was broadly in line 2021: €877.4m ### with prior year; ### Recent acquisitions performed well in the year, ### building further on innovation and operational ### US Cheese Revenue ### capabilities in NS; and ### Glanbia Nutritionals' US Cheese business performed ## €2,890.1m ### well with revenue growth of 27.7% and EBITA growth ### 2021: €2,016.4m of 33.3%. ### GN divisional performance FY 2022 FY 2021 €’m Revenue EBITA Margin % Revenue EBITA Margin % Nutritional Solutions 1,126.6 128.2 11.4% 877.4 101.1 11.5% US Cheese 2,890.1 36.8 1.3% 2,016.4 24.4 1.2% Total GN 4,016.7 165.0 4.1% 2,893.8 125.5 4.3% Commentary on percentage movements is on a constant currency basis throughout. Brian Phelan CEO Glanbia Nutritionals ### Nutritional Solutions (NS) Constant Currency €’m FY 2022 FY 2021 Change Change Revenue 1,126.6 877.4 +28.4% +16.6% EBITA 128.2 101.1 +26.8% +13.0% EBITA margin 11.4% 11.5% -10bps ### Financial performance  | NS revenues increased by 16.6% in | largely by supply chain realignment | | --- | --- | | 2022 versus prior year. This was driven | and inventory reduction by customers | | by a 3.5% decrease in volume, 16.1% | in the second half of the year. Overall | | increase in price and the net impact of | pricing was strong in the year driven | | acquisitions and disposals delivering | by significantly heightened dairy | | 4.0% revenue growth. While the | protein market prices. NS EBITA was | | customised premix solutions portfolio | €128.2 million, 13.0% higher versus | | delivered volume growth this was | prior year as margins were sustained | | offset by a volume decline in the | at broadly the same level as 2021. | protein solutions business, driven  GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS  STRATEGIC REPORT ### Who we are Our Business structure Glanbia Nutritionals (GN) is a leading innovation and solutions partner to the global food and nutrition industry. GN ### Nutritional Solutions is a global provider Nutritional Cheese of customised premix solutions, proteins ### Solutions and complementary technologies. GN US Cheese is the leading producer and marketer of American-style cheddar cheese in the US. ### 2022 EBITA 2022 EBITA ### What we do ## €128.2m €36.8m GN’s Nutritional Solutions (NS) is a global business delivering a broad range of innovative ingredient solutions that ### 2022 EBITA margin 2022 EBITA margin improve product functionality and nutritional profile. The business has a ## 11.4% 1.3% deep protein expertise , a scaled position in customised premix solutions and a range of complemented technologies ### that enhance global solutions • Growth categories • Stable earnings and ### capabilities. • Track record of organic cash flow/strong return ### and acquisition growth/ on capital employed Through our innovative ingredient ### strong return on capital •  position in American- solutions, we proudly solve our customers’ ### product challenges across the employed style cheddar cheese mainstream food and beverage industry, ### • Strong market positions • Deep customer health and fitness industry and ### across key platforms relationships specialised nutrition sector. Our ### expertise, innovations and custom • Global and Regional • Operationally integrated formulations enable them to outperform ### customers with NS dairy solutions their competition. ### • Deep innovation • Innovative scale model ### GN’s US cheese business is a leading expertise – investment through ### producer and marketer of American- • Broad suite of JV model style cheddar cheese, used by leading ### complementary • Commercial and retail brand owners and food ### solutions operational partner serviceorganisations. ### • Supply chain leverage for the MWC and SWC ### joint ventures ( MWC- ### Southwest Holdings LLC) ### Focus for future Stable earnings ### growth 2023–2025 over 2023–2025 GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS   FINANCIAL OTHER STATEMENTS INFORMATION GOVERNANCE ## Operations review continued ## Glanbia Nutritionals continued ## Culture of innovation ## Nutritional Solutions ## Our key ## platforms Our competitive edge ### Custom premix Unique access Breadth of ### solutions to ingredients customer offerings ### Customer at the Collaboration partnership ### Protein and core of everything & accelerated development ### complementary ### technologies ### Strength of Truly global ### supply chain organisation & reach ### Deep innovation  global innovation ### capability centres ## The consumer Boosting our capabilities ## needs we serve through acquisition ## In excess of ## €250m ### Performance Deployed on acquisitions ### Nutrition since 2019 Strengthens our dairy bioactives portfolio ### Energy & Healthy ### Supplements Lifestyle ### Core Healthy snacking ### Specialised Capability technology Premix scale and ### Nutrition platform technology Scale flavours  GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS  STRATEGIC REPORT ## A clear expertise in the ## application of protein ## technologies ### Innovation is at the core of our business. ### From bars to beverages to bakery and much ### more, our 15 global innovation and collaboration ### centres are designed for customers to work ### side-by-side with our scientists, so ideas flow ### faster and solutions get stronger. CASE STUDY ### Customer relationships ## Caffeine ingredient Whether our customers are looking for a cleaner label product, a product with better texture, flavour and nutrition, or the ### next category blockbuster, our innovation capabilities are Our NutraShield™ technology works well built from the ground up to help accelerate the process and ### in the energy sector as demonstrated get their product to market faster than the competition. ### with our NutraShield™ Triple Layer ### We use our own production facilities as real-time testing grounds for Caffeine ingredient. Caffeine has a very new ingredient ideas and improve ingredient production practices. ### undesirable taste, making it difficult to ### Supported by our innovation and collaboration centres in Europe, include at large dose levels within the US and Asia, our technologies have enabled us to revolutionise ### products. Encapsulating the nutrient functional protein solutions in the nutritional bar category, develop ### accelerated cheese aging techniques and invent an oat ingredient that with NutraShield™ provides protection ### remains fluid and pourable through high pressure processing ("HPP") during challenging processing conditions and ultra-high temperature ("UHT") processing. ### (heat) and stops ingredient interactions ### We offer a suite of technologies across custom premix solutions and in the final product format. This also functional and nutritional solutions. ### allows for the insertion of higher caffeine ### content while still tasting great. CASE STUDY GN applies its insights capability and development expertise to inform and bring new product concepts to its customers. This combination of market knowledge, consumer knowledge, and application science stimulates new product ideation with customers that is focused on emerging ## Pea protein opportunities. A good example of this is a Blueberry Pancake Pea Protein Cereal concept, developed across several R&D internal teams and combining capabilities and technologies from across our product portfolio encompassing plant-based ingredients, edible films, Foodarom flavors and PacMoore extrusion technologies. Using a newly developed clean label pea protein ingredient called ™ BarHarvest 120 (with properties designed to work optimally in the extrusion process), the ingredients R&D team leveraged our PacMoore extrusion capabilities to create a neutral flavoured, loop shaped extruded piece (cereal). The applications R&D team then incorporated our edible film and Foodarom flavour technologies to imagine a new children’s cereal idea that would deliver higher protein cereal with a soft crunchy cereal piece, impart palette-enticing blueberry pancake ® flavor, and offer fun visual appeal with the addition of EdiSparklz edible glitter. The resulting Blueberry Pancake Pea Protein Cereal demonstrates the synergy of complementary capabilities and technologies that we can bring to our customers, while giving them a new product idea to chew on. GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS   FINANCIAL OTHER STATEMENTS INFORMATION GOVERNANCE ## Operations review continued ## Glanbia Nutritionals continued ## Customised ## premix solutions ## #2 ### Global ### player ### We are one of the world’s leading providers of customised premix solutions, ### delivering critical micronutrients into everything from beverages and ### supplements to infant and clinical nutrition. Our customised premix solutions business has strong capabilities across multiple geographies. We leverage our technologies to bring value to our customers and we play into large growing consumer ### categories. Ideation ### Growth ambition built around: ### Categories in growth ### Application ### Technologies ### expertise ### Strong global & regional ### customer relationships ## Premix ### Leverage global scale ### Leverage technology and ### innovation capability in NS ### Custom ### Ingredients ### formulations ### Further M&A to accelerate ### growth (LATAM/SEA) CASE STUDY ## Delivering higher protein content ### Standard extrusion is the technology used to make cold cereals, ### hand-held snacks and puffs. Our unique technologies enable us to ### deliver protein content of more than 70%, well above the industry ### norm of 15% to 20% protein content. It can be a challenge to process ### proteins as they tend to gel and clog up processing equipment. Using ### unique processing technologies from our PacMoore acquisition our ### protein chemists have developed this platform and system that ### enables us to deliver a high-protein extrusion process that works ### across snacks, chips, inclusions etc.  GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS  STRATEGIC REPORT ## Protein and ## complementary ## #1 ### Whey Protein ## technologies Isolate ### NS’ protein expertise has revolutionised the world of healthy snacking. ### We are the #1 global supplier of whey protein isolate and we leverage ### our technologies and ingredients to bring protein to the world in ### a range of convenient formats. ### We built our business around healthy Growth ambition built categories and deliver functional and ### around: nutritional ingredients and applications across mainstream food and beverages, ### supplements, sports and lifestyle nutrition Categories in growth and clinical and early-life nutrition. Furthermore our Foodarom acquisition ### has given us access to a 20,000-flavour Strong customer library and with it, the opportunity to ### relationships – integrate flavours with protein. ### innovation partner We have long-standing relationships with ### to support customer our customers and have been with many ### of these customers since they started in brand ambition business, so we understand their brand ambitions. Some of our customers want ### to move into adjacent categories, launch Leverage global scale, new formats, or enter new geographies. ### reach and deep protein Whatever their ambition, we help them ### bring it to life. By doing so, we become the expertise innovation partner of choice for many of the world’s leading brands and we have ### helped to kickstart the journey for some of Replicate success in the industry’s most successful start-ups. ### North America in EMEA ### and ASPAC markets ### Ideation ### Scale current ### capabilities & footprint ### in flavours ### Technologies Partnership Further M&A to ## Protein and accelerate growth ### markets ## complementary ## technologies ### Innovative ### Ingredients ### JV models GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS   FINANCIAL OTHER STATEMENTS INFORMATION GOVERNANCE ## Operations review continued ## Glanbia Nutritionals continued An integrated vision ## Our ‘Go-to-Market’ culture strategy ## strategy ### Our go-to-market strategy One face to Fuelled by the customer top talent ### brings our full breadth of ### capabilities to our customers ### thereby increasing our ### relevance across all their ### needs and ambitions. Insights & Scalable innovation led Centres of Efficient, excellence agile ## Ambitious for Growth ### Nutritional ### Our Build on core Scaling Solutions ### Scale extensive ### growth strength in complementary Avg. volume Growth ### protein capability ### ambition custom premix technologies & 3%–5% ### & deep expertise ### - solutions further M&A Avg. EBITA Margins 12%+ Global scale and reach across our Protein expertise platforms and strong talent ### Nutritional ### Solutions Deep innovation capabilities Track record of organic & acquisition driven growth  GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS  STRATEGIC REPORT ## US Cheese Joint Ventures ### Our combined US Cheese business and US JV Focused on MWC-Southwest Holdings ### cheese and dairy operations make us the #1 Looking forward, Glanbia’s joint venture activities are ### provider of American-style cheddar cheese. focused at MWC-Southwest Holdings, a US business with strong alignment to our Glanbia Nutritionals platform. US Cheese revenue increased by 27.7% in 2022 versus prior year. This was driven by a 4.3% increase in volume and a 23.4% For 2022 Glanbia’s joint ventures (continuing operations) increase in price. Volume growth was driven by end-use markets included MWC-Southwest Holdings, Glanbia Cheese EU and expanded production through the new joint venture plant in and Glanbia Cheese UK. The Group’s share of joint ventures’ Michigan which was commissioned during 2021. Price increases profit after tax pre-exceptionals for continuing operations were aligned to the higher year-on-year market pricing. was €15.4 million. US Cheese EBITA increased by 33.3% to €36.8 million due to Aligned with the evolution of our strategy, subsequent to the incremental volumes. EBITA margin increased from 1.2% to 1.3% year end, Glanbia has signed a non-binding memorandum as a result of operating leverage and efficiencies. of understanding for the sale of the Company’s shareholding in Glanbia Cheese and Glanbia Cheese EU joint ventures (“Glanbia Cheese”) to Leprino Foods ### US Cheese Company. It is expected that Glanbia will receive initial cash | | | | Constant | proceeds in excess of €160m (including the repayment of | | --- | --- | --- | --- | --- | | | | Reported | currency | shareholder loans), with further contingent consideration of | | €’m 2022 | 2021 | change | change | | up to €25m dependant on the performance of Glanbia Revenue 2,890.1 2,016.4 43.3% 27.7% Cheese over the next three years. EBITA 36.8 24.4 50.8% 33.3% EBITA margin 1.3% 1.2% +10bps On 1 April 2022, Glanbia completed the disposal of its 40% interest in the Glanbia Ireland joint venture to Glanbia Co-operative Society Limited (the ‘Society’) for €307 million. The transaction was approved by members of the Society on 17 December 2021, following which this joint venture investment was considered as an investment ‘held for sale’, with equity accounting ceasing to apply from that date. CASE STUDY ## Probiotic cheddar ### Our Health & Wellness cheese platform ### provides cheeses that deliver increased ### health benefits to an already healthy snack. ### Varieties include higher-protein cheddar, ### Joint Ventures (Glanbia share) ### probiotic cheddar and Vitamin D €’m – pre-exceptionals 2022 2021 Change ### fortifiedcheeses. Share of joint ventures’ profit after tax – continuing operations 15.4 19.2 (3.8) Share of joint ventures’ profit after tax – discontinued operations – 25.7 (25.7) Total 15.4 44.9 (29.5) GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS   FINANCIAL OTHER STATEMENTS INFORMATION GOVERNANCE ## Group Finance Director’s review ## An evolved strategy driving a ## strong sustainable performance | Adjusted EPS – | ROCE – | Profit After Tax – | | --- | --- | --- | | continuing operations | continuing operations | continuing operations | | 104.02 cent | 11.1% | €199.6m | | (2021: 77.84 cent) | (2021: 10.0%) | (2021: €141.0m) | | +33.6% reported currency | +110bps | +41.6% reported currency | | +17.6% constant currency | | +16.7% constant currency | | EBITA | Dividend | Basic EPS – | | --- | --- | --- | | (pre-exceptional) | payout ratio | continuing operations | | €347.1m | 31.0% | 72.67 cent | | (2021: €270.6m) | (2021: 33.6%) | (2021: 48.47 cent) | | +28.3% reported currency | Dividend per share as a % of adjusted | + 49.9% reported currency | | +13.5% constant currency | EPS (continuing and discontinued) | +23.5% constant currency | | | In what was a challenging year with | the Group well as an ambitious | ### OCF unprecedented global inflation and purpose-led global nutrition ### conversion volatile macro-economic conditions, company. Glanbia continued delivering strong ## 85.7% growth, achieving above the upper end of On 1 April 2022, the Group completed market guidance and representing the the disposal of its 40% interest in (2021: 100.2%) strongest ever adjusted EPS result, while Glanbia Ireland. This represents the OCF as % of EBITDA | | continuing to evolve and progress the | completion of a long-term strategic | | --- | --- | --- | | | strategic agenda. Revenues increased by | goal and enables more future focus | | | 21.2% constant currency (reported: 34.4%) | on the core business and growth | | | to €5.6 billion with EBITA (before | opportunities in the health, wellbeing | | | exceptional gains) of €347.1 million | and nutrition space. The proceeds | | | achieved, representing an increase of | received on completion of this | | | 13.5% constant currency (reported 28.3%) | transaction were reinvested to drive | | | since prior year. The Group reported | further growth across the Group and | | Mark Garvey | adjusted EPS of 104.02 cent (all continuing | return of capital to shareholders. | | Group Finance | operations), an increase of 17.6% constant | | | Director | currency (+33.6% reported) on prior year. | In addition to the Glanbia Ireland | | | Basic EPS from continuing operations of | disposition, as part of a broader | | | 72.67 cent was achieved (2021: 48.47 cent), | strategic review, all remaining | | | an increase of 23.5% constant currency | businesses were reviewed to consider | | | (+49.9% reported). | other non-core parts of the portfolio. A | decision was reached to dispose of a Effective execution of strategy combined small bottling facility in the US (Aseptic with the strength of platforms in better Solutions). The impacted assets are nutrition enabled the Group to considered to be held-for-sale at year successfully navigate the turbulent end, resulting in a fair value adjustment economic conditions and deliver on the to reduce the carrying value of the growth agenda. Furthermore, the recent assets to recoverable value, with a and planned portfolio changes positions sales transaction expected to conclude in H1, 2023. In addition, subsequent to the year end the Group made a decision to dispose of its interests in its EU and UK cheese joint ventures (Glanbia Cheese EU Limited and  GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS  GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS  STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION Gloribio Cheese Limited). In February 2023, onion-binding memorandum of understanding to sell these businesses was entered into with the joint venture partner, Leprime Foods Company. It is anticipated that subject to the completion of limited confirmatory diligence and final negotiations, a sales transaction will conclude in H1, 2023. Following the progression of these portfolio changes, the Group launched a programme to realign Group-wide support functions and optimise structures in support of the remaining Group portfolio, to better enable the business and support further growth. This programme will continue into 2023 with realisation of benefits from 2024 onwards further enabling the Group's ambitious growth strategy. Acquisition activity saw the addition of Sterling Technology, a US based bioactive ingredient business, to the Nutritional Solutions' portfolio in March 2022, further enhancing and complementing the Group's existing ingredient technology portfolio. Integration of this business has gone well, and performance of the new business has been impressive, surpassing original expectations. Operating cash flow ("OCF") was strong at €353.3 million converting 85.7% of EBITDA into OCF, against a target of 80% conversion. Free cash flow ("FCF") for the year was €268.6 million. In December 2022, the Group completed the re-financing of an existing €0.9 billion of near-term bank facilities, extending the duration of Group facilities to 5.8 years, with the earliest maturing debt not due for repayment before December 2027. When combined with the Group's ability to generate cash, this positions the Group well with the capacity to finance future investments and progress the strategic growth agenda. Return on Capital Employed ("ROCE") from continuing operations increased by 110 basis points to 11.1% (2021: 10.0%), with the consistent delivery of profits on the business recovered post-pandemic, combined with the benefit of simplification and optimisation of the business and operating model. The Group engaged in share buyback activity during 2022, returning €173.5 million to shareholders via these programmes. With confidence in the strong cash generation abilities of the organisation, further buyback programmes will be considered in 2023 as an effective mechanism to return value to shareholders, with an additional €50 million buyback just recently announced. In addition, the Board is recommending a final dividend of 19.28 cent per share representing a dividend payout of 31.0% of adjusted Earnings Per Share in respect of 2022. ### Looking ahead The Group remains vigilant to the continued volatile and disruptive potential of rising geopolitical tensions, the lingering impact of Covid-19, and the indirect impact of inflation and global supply chain disruption. The strong performance and strategic actions progressed in 2022 position the Group well to navigate this environment and further enable growth. During 2023, the Group will transition from a euro presentation of consolidated financial statements to a US$ presentation, better reflecting the Group's underlying core markets in light of recent portfolio changes. International markets, however, remain a key priority for the Group and part of the Group's long-term growth strategy, which continues to be a blend of organic, M&A and portfolio activity. The Group's strong financial position will allow us to capitalise on these opportunities as they arise. ### 2023-2025 ambition In November 2022, we held a Capital Markets Day ("CMD") which gave us the opportunity to present our ambition for the Group over the next 3 years and reflect on the performance since the previous CMD in 2018. I am pleased that all Group Financial Targets set in 2018 were successfully achieved and the Group is now well positioned to achieve the revised targets set out at the 2022 event. | | 2018-2022 ambition | 2018-2023 volume | 2023-2025 ambition | | --- | --- | --- | --- | | Adjusted EPS growth (cc) | 5-10% | / | 5-10% | | Cash Conversion | 80% + | / | 80% + | | ROCE | 10%-13% | / | 10%-13% | | Dividend payout ratio | 25%-35% | / | 25%-35% | / Outcome achieved ### 2022 Income Statement review #### Revenue and EBITA Revenue and EBITA are key performance indicators ("KPIs") for the Group. In particular the Group focuses on revenue, volumes and EBITA margins to assess underlying performance. Details of these KPIs are set out below: | KPIs | 2022 | 2021 | Change | Constant delivery change | | --- | --- | --- | --- | --- | | Revenue | | | | | | GPN | 1,625.7 | 1,303.1 | 24.8% | 13.9% | | GN | 4,016.7 | 2,893.8 | 38.8% | 24.3% | | Total Revenue | 5,642.4 | 4,196.9 | 34.4% | 21.2% | | EBITA (pre-exceptional) | | | | | | GPN | 182.1 | 165.1 | 25.5% | 10.5% | | GN | 165.0 | 125.5 | 31.5% | 16.9% | | Total EBITA | 347.1 | 270.6 | 28.3% | 13.5% | | EBITA margin (pre-exceptional) | | | | | | GPN | 11.2% | 11.1% | +10bps | | | GN | 4.1% | 4.2% | -20bps | | | Total EBITA margin | 6.2% | 6.4% | -20bps | | #### Revenue Revenue increased in 2022 by 21.2% versus prior year on a constant currency basis to €5.6 billion, an increase of 34.4% on a reported basis. Like-for-like ("LFL") wholly owned revenue increased by 20.2%, driven by positive pricing of 19.7% and volume increases of 0.3%. The full year impact of the 2021 LeuUp and PacMoore acquisitions, and the recent Sterling Technology acquisition added a further 1.0% to revenue. Detailed analysis of revenue is set out below. Gloribio Performance Nutrition ![img-5.jpeg](img-5.jpeg) ALAMEDA PLC | ANNUAL REPORT AND FINANCING STATEMENTS 2022 45 ## Group Finance Director's review continued Gloribio Performance Nutrition ("GPN") recorded a total revenue increase of 13.9% constant currency (reported 24.8%) in 2022 versus prior year. LFL branded revenue grew 14.6%, with strong performance across US Sports Nutrition, Healthy Lifestyle and International markets driven by solid underlying consumption trends as well as the successful implementation of price increases to mitigate cost inflation, offset by headwinds in the weight management category. Overall price increases of 16.4% were achieved, volume declined 2.9% and the 2021 LexiUp acquisition contributed to further 0.4% revenue growth in the period. ### Gloribio Nutritionals Gloribio Nutritionals ("GN") delivered revenue growth of 24.3% constant currency (reported 38.8%) in 2022, with volume growth of 1.9%, price increases of 21.2% and contribution from acquisitions of 1.2%. Nutritional Solutions ("NS") volumes decreased by 3.5%, with premix volume growth more than offset by dairy volume declines, particularly in bar solutions and whey on customers reduced inventory levels. NS pricing contributed 16.1%, primarily driven by higher whey markets and the benefit of price increases across the portfolio. US Cheese volumes were 4.3% higher than prior year, benefiting from the full year impact of the new Michigan joint venture cheese plant following successful commissioning in 2021. Cheese pricing also increased by 23.4% in 2022 due to strong market conditions. ### Nutritional Solutions ![img-6.jpeg](img-6.jpeg) ### US Cheese ![img-7.jpeg](img-7.jpeg) ### EBITA (pre-exceptional) EBITA before exceptional items increased 13.5% constant currency (+28.3% reported) to €347.1 million (2021: €270.6 million) with strong EBITA delivery in both GPN and GN. EBITA margin in FY 2022 was 6.2%, compared to 6.4% in 2021 as a result of the unprecedented inflationary trends across the business, net of mitigating actions. GPN pre-exceptional EBITA increased by 10.5% constant currency to €182.1 million (2021: €165.1 million), on increase of 25.5% on a reported basis. GPN pre-exceptional EBITA margin at 11.2% for the year was 10 basis points higher than prior year reported, with an improving margin profile over the year and delivering 12% margin in H2, 2022. GN pre-exceptional EBITA grew 16.9% constant currency to €165.0 million (2021: €125.5 million), on increase of 31.5% on a reported basis. GN pre-exceptional EBITA margin was 4.1%, down 20 basis points from 2021, as the dilutive impact of higher dairy markets was largely mitigated by improved business mix and operating efficiencies. ### Net finance costs (pre-exceptional) | GN | 2022 | 2021 | Change | | --- | --- | --- | --- | | Finance income | 1.8 | 2.0 | (0.2) | | Finance costs | (33.5) | (19.5) | (3.0) | | Net finance costs | (20.7) | (17.5) | (3.2) | Net finance costs (pre-exceptional) increased by €2.2 million to €20.7 million (2021: €175 million). The increase was primarily driven by increased average debt levels and stronger average US dollar exchange rates in 2022 compared to 2021. The Group's average interest rate was 2.3% (2021: 3.0%). Gloribio operates a policy of fixing a significant amount of its interest exposure, with 90% of projected 2023 debt currently contracted at fixed rates. ### Share of results of joint ventures | GN (pre-exceptional) | 2022 | 2021 | Change | | --- | --- | --- | --- | | Share of profits of joint ventures | | | | | - continuing operations | 15.4 | 19.2 | (3.8) | | - discontinued operations | - | 25.7 | (25.7) | | Total | 15.4 | 44.9 | (29.5) | The Group's share of results of joint ventures is stated after tax and before exceptional items. The Group's share of joint venture profits from continuing operations decreased by €3.8 million to €15.4 million (2021: €19.2 million) in the year. Operationally, the joint ventures, particularly in the US, delivered a strong performance with year-on-year volume growth, benefiting from the full year impact of the new Michigan facility, following successful commissioning in 2021. The prior year share of joint venture profits from discontinued operations relate to the Gloribio Ireland investment which was classified as an asset held-for-sale in 2021. Following receipt of all shareholder approvals and regulatory clearances, the disposal was completed in April 2022, with the related once off gain on disposal treated as an exceptional item in the period. ### Income taxes | GN | 2022 | 2021 | Change | | --- | --- | --- | --- | | Income taxes | 25.7 | 17.0 | 8.7 | | Exceptional tax credit | 5.7 | 7.6 | (1.9) | | Income taxes (pre-exceptional) | 31.4 | 24.6 | 6.8 | | Effective tax rate | 12.5% | 13.0% | -50bps | The 2022 pre-exceptional tax charge increased by €6.8 million to €31.4 million (2021: €24.6 million). This represents an effective tax rate, excluding joint ventures, of 12.5% (2021: 13.0%). The tax credit related to exceptional items is €5.7 million (2021: €7.6 million). The Group currently expects that its effective tax rate for 2023 will be in the range of 13.5% to 14.5%. 46 | SCANDINAVIC CARNIVAL REPORT AND FINANCIAL STATEMENTS 2022 STRATEGIC REPORT Exceptional items 6. Exceptional gain from discontinued operations relates to the gain arising on the divestment of the Group’s interest in €’m – continuing operations 2022 2021 Glanbia Ireland, following its classification as a discontinued Pension related costs (note 1) (1.7) (30.3) operation in 2021. The 2021 gain includes one off gains on the Changes in fair value of contingent settlement of forward contracts, net of one off reorganisation consideration and call option (note 2) 6.7 – costs within this joint venture. Organisation redesign costs (note 3) – (18.1) Portfolio related reorganisation costs During 2022 there were cash outflows of €21.3 million in respect (note 4) (2.9) – of exceptional charges (2021: €55.9 million). Non-core assets held for sale (note 5) (43.8) – Total (41.7) (48.4) Profit after tax Share of results of joint ventures (note 1) 0.2 (2.0) €’m 2022 2021 Change Exceptional tax credit 5.7 7.6 Profit after tax – Exceptional charge – continuing continuing operations 199.6 141.0 +58.6 operations (35.8) (42.8) Profit after tax – €’m – discontinued operations 2022 2021 discontinued operations 57.2 26.4 +30.8 Exceptional gain from discontinued Profit after tax for the year 256.8 167.4 +89.4 operations (note 6) 57.2 0.7 Total exceptional gain/(charge) in the year 21.4 (42.1) Profit after tax for the year was €256.8 million compared to €167.4 million in 2021, comprising continuing operations of €199.6 million Details of the exceptional items are as follows: (2021: €141.0 million) and discontinued operations of €57.2 million 1. Pension related costs relate to the restructure of legacy (2021: €26.4 million). Profit after tax from continuing operations defined benefit pension schemes associated with the Group comprises pre-exceptional profit of €235.4 million (2021: 183.8 and joint ventures, which included initiating a process for the million) and exceptional charges of €35.8 million (2021: €42.8 million). ultimate buyout and wind up of these schemes and a further The €51.6 million increase in pre-exceptional profit after tax from simplification of schemes that remain. Costs incurred relate to continuing operations is driven by the continued growth in the estimated cost of the settlement loss as a result of profitability of wholly owned businesses net of reduced profitability acquiring bulk purchase annuity policies to mirror and offset of Joint Ventures. movements in known liabilities of the schemes (‘buy-in’ transaction), as well as related advisory and execution costs, Profit after tax from discontinued operations in the current and prior net of gains from risk reduction activities. The restructuring year relates to the Glanbia Ireland joint venture. As outlined above, effort has progressed well during 2022, effectively managing the Group’s share of Glanbia Ireland was disposed in April 2022, with the volatile financial market conditions in the UK during 2022, the resulting gain being recognised as an exceptional gain. with final wind up of schemes planned for completion in 2023. 2. Changes in fair value of contingent consideration and call Earnings Per Share option relate to contingent payments and call option Constant | | associated with the 2021 LevlUp acquisition that have now | | | Reported | Currency | | --- | --- | --- | --- | --- | --- | | | reduced following an assessment of conditions that give rise | | 2022 2021 | Change | Change | | | to the additional payments. | Basic EPS 93.42c 57.57c +62.3% +37.5% | | | | | 3. Prior year organisation redesign costs related to a | | – continuing 72.67c 48.47c +49.9% +23.5% | | | | | | fundamental reorganisation of the GPN segment to drive | – discontinued 20.75c 9.10c +128.0% +128.0% | | | | greater efficiencies, improve margin and deliver top line growth. The investment phase of this programme is now Adjusted EPS 104.02c 87.15c +19.4% +6.4% complete, with no further costs incurred during the period. – continuing 104.02c 77.84c +33.6% +17.6% 4. Portfolio related reorganisation costs relate to indirect one – discontinued nil 9.31c -100.0% -100.0% off costs as a result of recent and planned portfolio changes. Following divestment decisions related to non-core businesses, the Group launched a programme to realign Basic EPS increased by 62.3% reported versus prior year, driven Group-wide support functions and optimise structures of the by a year-on-year increase in pre-exceptional profitability and remaining portfolio, to more efficiently support business the exceptional one off gains arising on portfolio related operations and growth. This programme will continue into adjustments. 2023 with realisation of benefits from 2024 onwards. Costs incurred to date relate to advisory fees and people- Adjusted EPS is a KPI of the Group, a key metric guided to the relatedcosts. market and a key element of Executive Director and senior 5. Non-core assets held-for-sale relate to fair value management remuneration. Adjusted EPS increased by 6.4% adjustments to reduce the carrying value of certain assets to constant currency (19.4% reported) in the year, driven primarily by recoverable value. The assets relate to a small US based the increased profitability in both GPN and GN, offset by a bottling facility (Aseptic Solutions) which, following reduced share of profits of joint ventures. Adjusted EPS completion of a strategic portfolio review, were determined to comprises continuing operations of 104.02 cent (2021: 77.84 cent) be non-core and a decision was made to divest the business, and discontinued operations representing the now disposed resulting in the designation as held-for-sale at year end. Glanbia Ireland joint venture of nil (2021: 9.31 cent). Discussions are ongoing and a sale is expected to conclude by the end of H1, 2023. GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS   FINANCIAL OTHER STATEMENTS INFORMATION GOVERNANCE Group Finance Director's review continued # Cash flow The principal cash flow KPIs of the Group and Business Units are OCF and FCF. OCF represents EBITDA of the wholly owned businesses net of business-sustaining capital expenditure and working capital movements, excluding exceptional cash flows. FCF is calculated as the cash flow in the year before the following items: strategic capital expenditure, equity dividends paid, expenditure on share buyback, acquisition spend, proceeds received on disposal, exceptional costs paid, loans/equity invested in joint ventures, and foreign exchange movements. These metrics are used to monitor the cash conversion performance of the Group and Business Units and identify available cash for strategic investment. OCF conversion, which is OCF as a percentage of EBITDA is a key element of Executive Director and senior management remuneration. | £m | 2023 | 2022 | | --- | --- | --- | | EBITDA pre-exceptional | 414.6 | 333.6 | | Movement in working capital (pre-exceptional) | (39.9) | 16.5 | | Business-sustaining capital expenditure | (19.4) | (15.9) | | Operating cash flow | 355.3 | 334.2 | | Net interest and tax paid | (81.4) | (51.5) | | Dividends from joint ventures | 14.5 | 33.9 | | Payment of lease liabilities | (16.5) | (19.1) | | Other inflows/(outflows) | (3.3) | 6.4 | | Free cash flow | 268.6 | 303.9 | | Strategic capital expenditure | (49.5) | (61.6) | | Dividends paid to Company shareholders | (84.4) | (80.5) | | Share buyback (purchase of own shares) | (173.5) | (91.3) | | Payment for acquisition of subsidiaries | (54.9) | (95.0) | | Exceptional costs paid | (21.3) | (55.9) | | Proceeds from sale of property, plant and equipment | 3.4 | 1.5 | | Loans/investment in joint ventures | (18.2) | (10.7) | | Proceeds on disposal of interest in Glanbia Ireland | 307.0 | - | | Net cash flow | 177.2 | (89.6) | | Exchange translation | (34.8) | (23.6) | | Cash/(debt) acquired on acquisition | 0.9 | 4.4 | | Net debt movement | 143.3 | (108.8) | | Opening net debt | (602.7) | (493.9) | | Closing net debt | (459.4) | (602.7) | For more information on operating cash flow and free cash flow see glossary pages 246 to 254. OCF was €355.3 million in the year (2021: €334.2 million) and represents a strong cash conversion on EBITDA of 85.7% (2021: 100.2%). The OCF conversion target for the year was 80%. This rate remains above target conversion levels, reducing since the prior year as a result of an increased investment in working capital due to higher pricing in receivables and inventory, and the restoration of appropriate inventory buffer levels to ensure appropriate supplies of key raw materials to mitigate further inflationary exposures. FCF was €268.6 million versus €303.9 million in 2021, with the reduction primarily due to higher net tax payments in the year combined with a reduction in dividend income from joint ventures following the disposal of the Group's interest in Glanbia Ireland. Capital allocated for the benefit of shareholders includes regular dividend payments of €84.4 million (2021: €80.5 million) and the execution of share buyback programmes of €173.5 million (2021: €91.3 million). The Board continues to review buyback programmes as part of the Group's capital allocation strategy as they provide an opportunity to allocate capital to the benefit of shareholders. Acquisition spend relates primarily to the acquisition of Sterling Technology, a US based bioactive ingredient company, for an initial consideration of €54.5 million which concluded in March 2022 and divestment proceeds relate to the completion of the disposal of the Group's 40% holding in Glanbia Ireland for a consideration of €307.0 million in April 2022. Loans to/equity in joint ventures during 2022 includes the continued investment in Glanbia Cheese EU, the mozzarella cheese joint venture in Porthouse, Ireland which was fully commissioned during Q4, 2022. Negotiations are ongoing to sell the Group's interest in this joint venture, with full repayment of outstanding loans on completion of the sales transaction. # Group financing | Financing for Performance Indicators | 2023 | 2022 | | --- | --- | --- | | Net debt (€/m) | 459.4 | 602.7 | | Net debt adjusted EBITDA | 1.12 times | 1.71 times | | Adjusted EBIT net finance cost | 17.0 times | 15.1 times | The Group's financial position continues to be strong. At year-end 2022, net debt was €459.4 million (2021: €602.7 million), a decrease of €143.3 million from prior year and the Group had committed debt facilities of €1.215 billion (2021: €1.16 billion) with a weighted average maturity of 5.8 years (2021: 3.9 years). Glanbia's ability to generate cash, as well as available debt facilities ensures the Group has considerable capacity to finance future investments. Net debt to adjusted EBITDA was 1.12 times (2021: 1.71 times) and interest cover was 17.0 times (2021: 15.1 times), both metrics remaining well within financing covenants. In December 2022, the Group completed the refinancing of €0.9 billion of bank facilities, repayable in January 2024, with replacement facilities repayable in December 2027. This refinancing improved the weighted average maturity of committed debt facilities, at 2022 year-end, to 5.8 years (2021: 3.9 years). # Use of capital # Capital expenditure Cash outflow relating to capital expenditure in the year amounted to €68.9 million (2021: €71.5 million), including €19.4 million of business-sustaining capital expenditure and €49.5 million of strategic capital expenditure. Key strategic projects completed in 2022 include ongoing capacity enhancement and business integrations to drive further efficiencies in operations. # Investments in Joint Ventures During 2022, the Group continued developing its joint venture investment portfolio. Following the successful commissioning of the US cheese and whey facility in Michigan in 2021, the Glanbia Cheese EU mozzarella cheese plant in Ireland was fully commissioned during Q4, 2022. A further €47.0 million was advanced to this venture in the period, all of which will be fully repaid on completion of the planned divestment of this business in 2023. Return on Capital Employed | | 2023 | 2022 | Change | | --- | --- | --- | --- | | Return on Capital Employed | 11.1% | 10.1% | +100bps | | - continuing operations | 11.1% | 10.0% | +100bps | | - discontinued operations | | 12.0% | -1,200bps | 48 BLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS 2022 STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION ROCE increased in 2022 by 100 basis points to 11.1%. This increase was primarily due to the continued growth in profitability of the wholly owned business, as well as the successful execution of strategy through pricing and efficiency improvements to mitigate the impact of unprecedented input cost inflation. Acquisitions remain a key part of the growth strategy of the Group with investments assessed against a target benchmark of 12% return after tax by the end of year three. # Annual impairment testing The Group monitors the performance of acquisitions on an ongoing basis and completes annual impairment reviews in respect of goodwill and intangible assets. No impairments were identified from the 2022 review, nor did sensitivity analysis identify any scenarios where a reasonably possible change in assumptions would result in an impairment charge. Full details of the annual impairment reviews are set out in Note 16 of the financial statements. For the purposes of impairment testing, assets are grouped at the lowest level for which there are separately identifiable cash inflows, in-Cash Generating Units ("CGUs"), and these CGUs are kept under review to ensure that they reflect any changes to the interdependencies of cash flows within the Group. # Dividends The Board is recommending a final dividend of 19.28 cent per share which brings the total dividend for the year to 32.21 cent per share, a 10% increase on the prior year. This total dividend represents a return of €870 million to shareholders from 2022 earnings and a payout ratio of 31.0% of 2022 adjusted Earnings Per Share which is in line with the Board's target dividend payout ratio of 25% to 35%. The final dividend will be paid on 5 May 2023 to shareholders on the share register on 24 March 2023. # Total Shareholder Returns Total Shareholder Return ("TSR") for 2022 was -8.4%. The STOXX Europe 600 Food & Beverage Index (F&B Index), a benchmark for the Group, decreased by 14.25% in 2022. The three-year period 2005 to 2022 Glanbia TSR was +15.8% versus the F&B Index which decreased by 3.62%. The five-year Glanbia TSR to 2022 was -19.2% versus the F&B Index of +10.79%. Glanbia's share price at the end of the financial year was €11.92 compared to €12.30 at the 2021 year-end, representing a decrease of 3%. # Impact of new accounting standards No new accounting standards were adopted in 2022. Amendments to existing standards during the year did not have a material impact on the Group. # Pension The Group's net pension liability under IAS 19 (revised) 'Employee Benefits', before deferred tax, improved by €15.8 million since 2021, resulting in a net pension asset of €1.6 million at 31 December 2022 (2021 liability of €14.2 million). The defined benefit pension position is calculated by discounting the estimated future cash outflows using appropriate corporate bond rates. During 2022, the company progressed the restructuring of UK pension schemes, further reducing the Group's exposure to liabilities on these legacy schemes. It is anticipated that the UK schemes will ultimately be wound up in 2023, removing any related scheme assets and liabilities and associated volatility from the Group's balance sheet. # Foreign exchange Glanbia generates the majority of its earnings in US dollar currency and has significant assets and liabilities denominated in US dollars. As a result, and as Glanbia's reporting currency is euro, there can be a significant impact to reported numbers arising from currency movements year-on-year and on translation of US dollar non-monetary assets and liabilities in the preparation of the consolidated financial statements. Commentary is provided on a constant currency basis to provide a better reflection of the underlying operating results in the year, removing the translational currency impact. To arrive at the constant currency change, the average foreign exchange rate for the current period is applied to the relevant reported result from the same period in the prior year. At the balance sheet date, due to the strengthening of the US dollar in 2022, there was a gain arising primarily on the translation of US assets and liabilities into euro which is presented within other comprehensive income and amounted to €79.9 million in the year. The amount included a gain of €0.2 million on the retranslation of non-euro denominated cash and cash equivalents as presented in the cash flow statement. Average and year-end euro to US dollar rates were as follows: | | Average | | Year-end | | | --- | --- | --- | --- | --- | | | 2022 | 2021 | 2022 | 2021 | | I euro converted to US dollar | 1.0534 | 1.1826 | 1.0666 | 1.1326 | # Investor relations Glanbia has a proactive approach to shareholder engagement with the Annual General Meeting ("AGM") being a key event annually. In 2022, a hybrid AGM was held, with shareholders given the opportunity to attend the event in person or participate online. All details relating to the AGM were published on the Company's website: www.glanbia.com/agm. The Group Chairman consulted directly with a number of shareholders during the year. A shareholder perceptions survey was also completed by an independent third party, where shareholders and investors were given the opportunity to provide confidential feedback to the company. Feedback was discussed with the Board with actions taken on specific areas. The Group Secretary and Head of Investor Relations also undertook a shareholder consultation on the Group's share buyback resolution and support was noted. In 2022, Glanbia attended 12 international equities investor conferences (physically and virtually). In November 2022, the Group held a Capital Markets Day at its GPN facilities in Illinois, USA, bringing together our investor and shareholder communities to learn more about our strategy, including details of our medium term financial objectives, as set out on page 14. In addition to full year and half year results, Glanbia publishes interim management statements after the first and third quarters to provide investors with a regular update on performance and expectations throughout the year. All releases, reports and presentations are made available immediately on publication on the Group's investor relations website. # Annual General Meeting (AGM) Glanbia plc's AGM will be held on Thursday, 4 May 2023, at 11:00 a.m. in the Lyrath Estate, Kilkenny, R95 F885, Ireland. Mark Garvey Group Finance Director ALAMEDA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS 2022 49 ## Sustainability ## Delivering better ## nutrition responsibly Our purpose and products have real We have made good progress against ### Glanbia’s purpose is delivering meaning and impact in a world where our stated targets across our ### better nutrition for every step of lifestyle diseases are the number-one environmental pillars, refer to pages killer worldwide, and where better diets 56-59 for details, with individual work ### life’s journey. Over the past and active lifestyles are the most programmes and associated business ### number of years, we have important preventative measures. unit teams in place to support delivery Better Nutrition is at the core of what of these targets. In 2023 we will ### evolved our business to become we do. In Glanbia Performance continue to drive progress while ### more focused on better nutrition. Nutrition ("GPN") our products support ensuring the appropriate feasibility consumers directly, and in Glanbia studies and assessments are finalised Nutritionals ("GN") our functional and incorporated into our future plans. ingredients and solutions support the wider food industry and Awareness and support for delivery of customerbase. our ESG agenda is driven by the Board and cascades through the Group. We ## “We have a robust If delivering better nutrition is our have linked our ambition to purpose, our Environmental, Social and remuneration, which was formally ## and ambitious Governance ("ESG") focus is about how approved by shareholders at our 2021 we bring that to life. It is about AGM in our updated remuneration ## approach to our delivering better nutrition responsibly. policy. Senior management long term incentives are directly linked to the | ESG strategy | Driving action to achieve our | achievement of our environmental | | --- | --- | --- | | | sustainability targets | sustainability goals (see page 133 for | | focusing in | Guided by our materiality assessments | more detail), while actions on our | | | on where to prioritise, we have | social agenda are reflected in senior | | particular on our | developed a robust and ambitious | management short term incentives. | approach to our ESG strategy. This ## environmental strategy sets out our targets and We strive to ensure our overall ESG actions focused on our Climate and ambition and commitments are Environment, our People, Communities integrated into our strategic planning ## impacts” and our Performance and and risk management oversight. As ValueCreation. part of the Group Risk Management Framework, we ensure ESG risks are We advance with intent and contribute identified, evaluated and assessed. to the delivery of global goals, such as Where deemed material, such risks Michael Patten the United Nations Sustainable are monitored and reported upon, Chief ESG & Corporate Development Goals ("SDGs") and the with the appropriate mitigating Affairs Officer Paris Agreement. Supported by expert actions feeding into our strategy and external advisors and aligned to the operational response. SDGs, we have taken a rigorous approach to measuring our impacts See pages for more detail 67-73. through data, baselining, and risk | assessments, setting a clear strategy | We are proud of the advancements | | --- | --- | | and aligning to science-based targets | made to support our people, see | | or other relevant external benchmarks. | pages 20-22 within the Our People | section of this report, for details on the | Our focus now is on driving action. In | progress made against our stated | | --- | --- | | doing so we are committed to keeping | Diversity, Equity & Inclusion ("DE&I") | | our stakeholders informed with Global | ambition and page 23 for a review of | | Reporting Initiative ("GRI") aligned | the 2022 Group Health and Safety | | reporting, Carbon Disclosure Project | programme and results. | ("CDP") disclosures, as well as our annual Taskforce for Climate-related Financial Disclosure ("TCFD") and other Non-Financial Reporting. For more information, see pages 55, 62-66.  GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS  STRATEGIC REPORT ## Reinforcing our ## commitments and actions ### Our ESG strategy draws together our environmental, social and governance ambitions, guided ### by our materiality assessments on where to prioritise. We recognise the global impact our corporate actions have on the environment and society, and have mapped the SDGs that we are addressing as part of our ESG framework. Refer to page 52-53 for details on our stakeholder engagement process and outcomes, page 54 for further details on how Glanbia considers SDGs in the way we operate and page 55 on the process undertaken to identify our most material ESG topics. ## P e o ## p l ## e ## & ## S ## o ## c ## i e ## t ## y Employee enggement nd Climte chnge helth nd sfety Diversity, equity & inclusion Wter Economic contribution ## t & community ## n Wste ## e Food sfety & qulity ## m ## n Biodiversity ## o Responsible nutrition ## r ## i ## v Better Trusted business ## n Sustinble ## E prtner ## products nd Nutrition ## & pckging Responsible sourcing ## e ## t ##  ## m ## i ## l ## C Business ethics Risk mngement ## e Trnsprency nd reporting ## c ## n ##  ## n ## r ## e ## v ## o ## G GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS   FINANCIAL OTHER STATEMENTS INFORMATION GOVERNANCE ## Sustainability continued ## Showing respect for all our stakeholders Stakeholder group – why we engage Key topics How we engage Outcomes Read more | | • Group strategic agenda/ | | • Implemented | | • Connection to the | | Employee attraction, retention and engagement | Pages | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Key Stakeholder | | priorities | | multiyear ‘Grow@ | | Board through a | | | | | | | | | | | Our approach keeps us connected with our people. It helps attract, | 20-23 | | | • Safety and support at work | | | Glanbia’ programme, | | dedicated Workforce | develop, retain and motivate our workforce, sustaining our competitive | | ### engagement in 2022 • Smart (flexible) working using technology to Engagement Director advantage and long-term success. It provides key insights into the ### Employees • Diverse and inclusive enable personalised (Group Chairman) effectiveness of employee-related programmes and key focus areas. It One of Glanbia’s core values is Regular and ongoing engagement with our employees is workplaces employee • Employee Resource also helps us strengthen our approach to diversity, equity and inclusion ‘Showing Respect’. Valuing all our key to attracting, developing and retaining a talented, • Career development development and Groups across our businesses. people, our producers and our dedicated and motivated workforce which ensures the • Reward framework engagement • ‘Speak Up’ and • Inclusion Index: 69.5 points (up 2.5 points since 2021). communities is at our core and successful delivery of our strategy and achievement of • Ongoing engagement Whistleblowing • Employee engagement score of 71 points (up 1 point since 2021). our purpose. through one-to-one procedures builds a better business. To support • Employee survey scores increased across all business units on our this core value Glanbia aims to meetings, team • Monitoring of actions key focus areas of wellbeing and communication. | | meetings and town | to address topics | | | --- | --- | --- | --- | | create trusted relationships through | | | • Gold Award for Graduate Employer of the Year by gradireland for 2022. | | | halls | raised by employees | | effective engagement and to • Engagement and • ESG Impact understand the needs of all our regular pulse surveys Materiality stakeholders. The Board is aware Assessment that the Group’s actions and decisions impact all our • Insights on consumer trends • Customer relationship • Product information Engaging with our consumers means we enable them to achieve their Pages • Stable supply of high- development – key on packaging lifestyle and nutrition goals. We bring strong market insights and 24-43 stakeholders, and it ensures that quality products and account managers, • Customer surveys secure supply quality to our customers there is regular dialogue taking | | | | ingredients | | R&D insights and | • GPN sports nutrition | | • The ON brand is one of the world’s most awarded, most reviewed and | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | place with stakeholders, which is | Customers and consumers | | | | | | | | | | | | • Food safety & quality | | | brand teams | | school | | most nominated sport nutrition brands by consumers. | | carried out by those most relevant | Strong engagement with our customers and consumers | | | | | | | | | | | | • Sustainable food with a | | • Company websites & | | • ESG Impact | | • ON is now a $1bn brand consistently recording strong Net Promotor | | | to the stakeholder group or issue, | enables us to operate a customer-centric business | | | | | | | | | | | | | lower environmental | | social media | | materiality | | Scores. | | and discussed appropriately in the | model and act as our customers’ most valued partner, | | | | | | | | | | | | | footprint, produced in a | • Formal market | | | assessment | • Gold Standard whey tub certified "Widely Recycled" by How2Recycle | | | boardroom. | creating a world of sustainable nutrition. | | responsible way | | research | | | | | • GN – ingredients partner of choice to some of the world’s leading • Exhibitions brands. See more information • Supporting customer ESG ambition through the provision of transparent, product specific data sharing. see pages 90-91 | • Economic development of | | • My Community | | • Ongoing dialogue and | | Strong and positive community relationships | Page 61 | | --- | --- | --- | --- | --- | --- | --- | --- | | | the communities in which | | initiative | | funding of community | Engaging with our local communities during 2022 ensured that we | | | | we operate | • GPN sports nutrition | | | and charitable | increased our understanding of their needs and priorities, addressed | | | • ESG impact on local | | | school | | organisations | any concerns and identified areas for value creation. | | ### Local communities communities • Employee volunteering • ESG Impact By fostering strong relationships with the communities in programme materiality which we operate, we can help support livelihoods and assessment create a better society while protecting the environment. | • Strategic agenda/priorities | | • Capital Markets Day | | • One-to-one meetings | | Trust and engagement from the investor community | Page 90 | | --- | --- | --- | --- | --- | --- | --- | --- | | • Governance performance | | • Investor meetings and | | | and calls | Engagement with investors helps us to understand their expectations of | | | • Portfolio evolution through | | | conferences | • CDP climate change | | our strategic agenda, risk management and financial and ESG | | | | organic growth, acquisitions | • Regular externally | | | and water reporting | performance. During 2022, investor focus continued around the Group’s | | ### Shareholders and divestments published • Key investor rating strategic direction, performance, emissions reduction and employee Active engagement with our shareholders ensures they • ESG agenda and priorities performance and assessments engagement. are aware of the Group’s business environment, strategy, strategy updates • ESG Impact performance and sustainability commitments. The views • Perception survey materiality of our shareholders help to inform the strategic decision | | | | • Annual general | | | assessment | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | making of the Board. | | | | meeting | | | | | | | • Responsible sourcing and | | • Supplier surveys and | | • Membership of | | Partnering with our suppliers to make sustained positive impact in the | Page 60 | | | | use of raw materials | | audits | | industry associations | value chain | | | | • Long-term, sustainable | | • Contractual meetings | | • Membership in | | We engage with suppliers to develop a responsible and sustainable | | | | | partnerships | • Tenders | | | industry expert panels | supply chain needed to deliver innovative and sustainable products. | | ### Suppliers and business partners | | • Positive environmental and | | • Information requests | • ESG Impact | | | | --- | --- | --- | --- | --- | --- | --- | | By partnering and engaging with our suppliers, and | | | | | | During 2022, we specifically engaged with our suppliers to drive | | | | social impact | • E-tendering platforms | | materiality | | | establishing trusted business partnerships within our | | | | | | improvements across our sustainability priority areas. | | | • Ethical business conduct | | • Assessment and due | | assessment | | value chain, we enable them to meet our high standards diligence in food safety & quality, business ethics, labour, human rights and the environment. | | • Regulation across all | | • Industry associations | | • One-to-one meetings | | Engagement with Government and NGOs | Page 91 | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | business activities | • Briefings & direct | | • Participation in events | | Our engagement with local and national regulators, governments and | | | | • Reliable and complete | | | meetings | • ESG Impact | | industry associations, ensures that we contribute to issues relevant to | | | Government & non-governmental | | corporate reporting | • Multistakeholder | | | materiality | our activities, improve our sustainability performance and compliance | | | | • Contribution to local | | | forums | | assessment | and progress projects for the enhancement of society. | | ### organisations (NGOs) economy and communities • Participating in Through active engagement with governments and • Climate change and relevant calls for NGOs we can share valuable insights gained as a global Through our memberships and partnerships with NGOs we continue to environmental preservation information nutrition company on the strategic issues facing our be involved in developing industry best practices across a range of • Responsible sourcing industry, while increasing our understanding of wider established sustainability topics and collaborating on integrated • Human rights, diversity and issues, enabling us to add value to relevant policy and solutions across the value chain. inclusion regulatory debates and support industry initiatives. our value chain partners  GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS  leadership and our value chain our consumers and education partners customers STRATEGIC REPORT Stakeholder group – why we engage Key topics How we engage Outcomes Read more | • Group strategic agenda/ | | • Implemented | | • Connection to the | | Employee attraction, retention and engagement | Pages | | --- | --- | --- | --- | --- | --- | --- | --- | | | priorities | | multiyear ‘Grow@ | | Board through a | Our approach keeps us connected with our people. It helps attract, | 20-23 | | • Safety and support at work | | | Glanbia’ programme, | | dedicated Workforce | develop, retain and motivate our workforce, sustaining our competitive | | | • Smart (flexible) working | | | using technology to | | Engagement Director | advantage and long-term success. It provides key insights into the | | ### Employees • Diverse and inclusive enable personalised (Group Chairman) effectiveness of employee-related programmes and key focus areas. It Regular and ongoing engagement with our employees is workplaces employee • Employee Resource also helps us strengthen our approach to diversity, equity and inclusion key to attracting, developing and retaining a talented, • Career development development and Groups across our businesses. dedicated and motivated workforce which ensures the • Reward framework engagement • ‘Speak Up’ and • Inclusion Index: 69.5 points (up 2.5 points since 2021). successful delivery of our strategy and achievement of • Ongoing engagement Whistleblowing • Employee engagement score of 71 points (up 1 point since 2021). our purpose. through one-to-one procedures • Employee survey scores increased across all business units on our meetings, team • Monitoring of actions key focus areas of wellbeing and communication. meetings and town to address topics • Gold Award for Graduate Employer of the Year by gradireland for 2022. halls raised by employees • Engagement and • ESG Impact regular pulse surveys Materiality Assessment | • Insights on consumer trends | | • Customer relationship | | • Product information | | Engaging with our consumers means we enable them to achieve their | Pages | | --- | --- | --- | --- | --- | --- | --- | --- | | • Stable supply of high- | | | development – key | | on packaging | lifestyle and nutrition goals. We bring strong market insights and | 24-43 | | | quality products and | | account managers, | • Customer surveys | | secure supply quality to our customers | | | | ingredients | | R&D insights and | • GPN sports nutrition | | • The ON brand is one of the world’s most awarded, most reviewed and | | ### Customers and consumers • Food safety & quality brand teams school most nominated sport nutrition brands by consumers. Strong engagement with our customers and consumers • Sustainable food with a • Company websites & • ESG Impact • ON is now a $1bn brand consistently recording strong Net Promotor enables us to operate a customer-centric business lower environmental social media materiality Scores. model and act as our customers’ most valued partner, footprint, produced in a • Formal market assessment • Gold Standard whey tub certified "Widely Recycled" by How2Recycle creating a world of sustainable nutrition. responsible way research • GN – ingredients partner of choice to some of the world’s leading • Exhibitions brands. • Supporting customer ESG ambition through the provision of transparent, product specific data sharing. | • Economic development of | | • My Community | | • Ongoing dialogue and | | Strong and positive community relationships | Page 61 | | --- | --- | --- | --- | --- | --- | --- | --- | | | the communities in which | | initiative | | funding of community | Engaging with our local communities during 2022 ensured that we | | | | we operate | • GPN sports nutrition | | | and charitable | increased our understanding of their needs and priorities, addressed | | | • ESG impact on local | | | school | | organisations | any concerns and identified areas for value creation. | | ### Local communities communities • Employee volunteering • ESG Impact By fostering strong relationships with the communities in programme materiality which we operate, we can help support livelihoods and assessment create a better society while protecting the environment. | • Strategic agenda/priorities | | • Capital Markets Day | | • One-to-one meetings | | Trust and engagement from the investor community | Page 90 | | --- | --- | --- | --- | --- | --- | --- | --- | | • Governance performance | | • Investor meetings and | | | and calls | Engagement with investors helps us to understand their expectations of | | | • Portfolio evolution through | | | conferences | • CDP climate change | | our strategic agenda, risk management and financial and ESG | | | | organic growth, acquisitions | • Regular externally | | | and water reporting | performance. During 2022, investor focus continued around the Group’s | | ### Shareholders and divestments published • Key investor rating strategic direction, performance, emissions reduction and employee Active engagement with our shareholders ensures they • ESG agenda and priorities performance and assessments engagement. are aware of the Group’s business environment, strategy, strategy updates • ESG Impact performance and sustainability commitments. The views • Perception survey materiality of our shareholders help to inform the strategic decision | | | | • Annual general | | | assessment | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | making of the Board. | | | | meeting | | | | | | | • Responsible sourcing and | | • Supplier surveys and | | • Membership of | | Partnering with our suppliers to make sustained positive impact in the | Page 60 | | | | use of raw materials | | audits | | industry associations | value chain | | | | • Long-term, sustainable | | • Contractual meetings | | • Membership in | | We engage with suppliers to develop a responsible and sustainable | | | | | partnerships | • Tenders | | | industry expert panels | supply chain needed to deliver innovative and sustainable products. | | ### Suppliers and business partners | | • Positive environmental and | | • Information requests | • ESG Impact | | | | --- | --- | --- | --- | --- | --- | --- | | By partnering and engaging with our suppliers, and | | | | | | During 2022, we specifically engaged with our suppliers to drive | | | | social impact | • E-tendering platforms | | materiality | | | establishing trusted business partnerships within our | | | | | | improvements across our sustainability priority areas. | | | • Ethical business conduct | | • Assessment and due | | assessment | | value chain, we enable them to meet our high standards diligence in food safety & quality, business ethics, labour, human rights and the environment. | | • Regulation across all | | • Industry associations | | • One-to-one meetings | | Engagement with Government and NGOs | Page 91 | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | business activities | • Briefings & direct | | • Participation in events | | Our engagement with local and national regulators, governments and | | | | • Reliable and complete | | | meetings | • ESG Impact | | industry associations, ensures that we contribute to issues relevant to | | | Government & non-governmental | | corporate reporting | • Multistakeholder | | | materiality | our activities, improve our sustainability performance and compliance | | | | • Contribution to local | | | forums | | assessment | and progress projects for the enhancement of society. | | ### organisations (NGOs) economy and communities • Participating in Through active engagement with governments and • Climate change and relevant calls for NGOs we can share valuable insights gained as a global Through our memberships and partnerships with NGOs we continue to environmental preservation information nutrition company on the strategic issues facing our be involved in developing industry best practices across a range of • Responsible sourcing industry, while increasing our understanding of wider established sustainability topics and collaborating on integrated • Human rights, diversity and issues, enabling us to add value to relevant policy and solutions across the value chain. inclusion regulatory debates and support industry initiatives. our value chain partners GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS   FINANCIAL OTHER STATEMENTS INFORMATION GOVERNANCE leadership and our value chain our consumers and education partners customers ## Sustainability continued ## Showing respect for all our stakeholders continued ## Sustainable development goals The United Nations (UN) 2030 Agenda is a global plan to promote sustainable peace and prosperity and to protect our planet. Since 2016, countries and organisations have been working to implement this agenda with its 17 Sustainable Development Goals (SDGs). Our aim is for our business activities to create shared value that is both measurable and makes a recognisable contribution to society. While all 17 SDGs are critical, as part of our sustainability strategy, we have identified six SDGs on which we have the strongest impact through our business actions. These six SDGs and their impact are outlined below. | Climate action | Zero hunger | | --- | --- | | We recognise how deeply | We develop and deliver products | | connected food systems | with nutritional attributes, in | | are to the planet’s resources. | sufficient quantities and at | | We have upgraded Scope 1 | affordable prices. We collaborate | | and 2 emissions reduction | with organisations to help better | | targets to meet a 1.5 degrees | meet society’s food challenges. | 17 Celsius temperature 1 Partnership | | | for the | No | | | --- | --- | --- | --- | --- | | pathway and mapped out | 16 | | | | | | | goals | poverty | | | a decarbonisation plan to | Peace & | | | Good health | justice meet this ambition by2030. and wellbeing 15 Life on We take a scientific land approach to nutrition, 4 meeting nutritional 14 Life below Quality needs across water education all stages of life and Responsible consumption promoting active and and production healthy lifestyles. We use resources Through our brands and efficiently and reduce products, we positively waste and emissions. 6 impact the health and We incorporate this Clean water & sanitation wellbeing of millions of approach in our product people around the world. development and in our 11 7 manufacturing activities. Sustainable Affordable & cities & clean energy We support our customers communities 10 9 ambitions to manufacture Reduced inequalities Industry, their products sustainably innovation & Gender equality infrastructure and efficiently. We continue to advocate against all discrimination including gender inequality with a zero tolerance towards child labour, modern Decent work and economic growth slavery and human trafficking. This We see it as our responsibility to respect human is achieved through our internal rights both within our company and along our DE&I programmes, ethical supply chain. That is why we are dedicated to business conduct practices, upholding appropriate and fair labour and social procurement and related due standards. We want to drive sustainable diligence procedures. economic growth through progressive resourceefficiency.  GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS  STRATEGIC REPORT ## Identifying our material impacts Glanbia will publish its first Global Reporting Initiative (GRI) Sustainability Report in May 2023. In 2022, we updated our impact materiality assessment in line with the GRI framework standards. To determine our material topics, we followed a process based on the standard ‘GRI 3: Material Topics 2021’ which included: • Understanding our ESG context; • Identifying actual and potential impacts; • Assessing the significance of the impact; and • Prioritising the most significant impacts. Throughout each step of the process, we engaged our identified stakeholder groups as set out on page 52 through surveys, interviews, workshops and research. The table below shows the material topics, the impacts, and their alignment with the United Nations Sustainable Development Goals (SDGs). The list of material topics was reviewed and approved by Glanbia’s Board of Directors. Topic Summary impact Value chain mapping SDG reference Read more | . Food safety & quality | | Impact of our food safety and quality systems, ensuring | Operations and | | | | Page 60 | | --- | --- | --- | --- | --- | --- | --- | --- | | | | | | 2 12 | 3 | | | | | | quality nutritious product are produced | Downstream | | | | | | . Employee health, | | Impact of our health, safety and wellbeing programmes | Operations | | | | Page 23 | | | | | | 3 8 | | 12 | | | | safety & wellbeing | protecting our people in line with industry best practice. | | | | | | | . Climate change | | Impact of global warming as a result of carbon emissions, and | Upstream and | | | | Pages 56-57 | 3 1312 the corresponding emission reduction initiatives within Operations our operations and value chain. . Water Impact of water use within our value chain and manufacturing Upstream and Page 58 1312 | | sites and related efficiency initiatives. | Operations | | | | | --- | --- | --- | --- | --- | --- | | . Responsible sourcing | Impact of Glanbia procurement controls and oversight | Upstream | | | Page 60 | | | | | 8 | 12 | | within our value chain. . DE&I Impact of DE&I initiatives for Glanbia’s employees. Operations Page 22 85 . Wa s t e Impact of waste generation within our manufacturing sites Operations Page 69 3 8 and related resource efficiency initiatives. 12 13 . Animal welfare Impact of animal care and protection measures in Upstream Page 66 12 supporting animal welfare within our value chain. . Sustainable products Impact of innovative product and packaging design Operations and Page 59 8 1312 & packaging on resource consumption and environmental impact. Downstream . Biodiversity Impact of direct manufacturing activities and indirect Upstream and Page 113 1312 impact through our supply chain on biodiversity Operations and ecosystems. . Trusted business partner Impact within the value chain as a trusted joint venture Upstream and Page 60 8 12 partner, food company and seller of quality nutrition products. Operations . Economic contributions Impact of Glanbia’s operations on the economy and Operations and Pages 10-11,61 8 government through its economic activities and monetary Downstream contribution. . Employee engagement Impact of employee programmes to support job satisfaction, Operations Page 21 8 & development a healthy working culture and employee development. . Responsible nutrition Impact of the development of nutritional products in a Downstream Page 60 3 12 responsible and ethical way. . Business ethics Impact of strong governance and oversight, fair competitive Operations Page 66 8 practices, underpinned by our code of conduct. GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS   FINANCIAL OTHER STATEMENTS INFORMATION GOVERNANCE Sustainability continued Climate and environment # Delivering on our sustainability strategy Climate and environment Climate – Scope 1 & 2 emissions Target: 50% absolute reduction in operations' emissions by 2030 vs 2018 baseline In 2021 the Science Based Target initiative ("SBTi") validated our emissions reduction strategy for a 31% reduction in Scope 1 (direct emissions from sources owned or controlled directly) and Scope 2 (indirect, purchased energy) emissions by 2030. The modeling to inform this ambition was in line with keeping global temperature increases well below 2 degrees Celsius ("WB2DC"). Our transition plan In 2022, we partnered with the Carbon Trust, Schneider Electric and EM3 to model our transition (decarbonisation) plan to 2030 against our existing 31% reduction, and to factor in options to accelerate our transition plan. The resultant roadmap, approved by the Board in November 2022, outlines how we are accelerating our ambition and updating our target to a 50% reduction in Scope 1 and 2 emissions by 2030 from a 2018 base year. This plan aligns with the Paris Agreement which calls for countries to take concerted climate action to reduce greenhouse gas ("GHG") emissions in order to limit global temperature increases to 1.5 degrees Celsius. Upgraded Scope 1 and 2 emissions reduction targets to meet a 1.5 degrees Celsius temperature pathway Our strategic plan targets reductions in Scope 1 and 2 emissions. We aim to reduce Scope 1 emissions by 15,000 tonnes by 2025 through energy efficiency projects and a further minimum reduction of 30,000 tonnes by 2028 by leveraging advances in energy efficient process technologies. We are also integrating energy management systems at our largest manufacturing sites providing real time insights into operational efficiency together with expert advice on energy investments. Our roadmap envisages the elimination of Scope 2 emissions, initially through progressively matching electricity consumption with a qualifying Renewable Energy Certification ("REC") programme. From there we aim to progress to long term power purchase agreements ("PPA's") as well as self-generation. In 2023 we will work with Schneider Electric to develop the options for PPA execution. Gloribio Decarbonisation Plan 2030 for Scope 1 and 2, aligned with 1.5 degrees Celsius SBTi target¹ ![img-8.jpeg](img-8.jpeg) Scope 1 Scope 2 Total Emissions Reduced to 1.5 degrees Celsius 1. GHG emissions presented include the projected footprint of all Gloribio acquisitions contracted by the end of 2022 and organic growth. 12-month averages were used to estimate the footprint of the acquired sites back to 2018. Scope 2 GHG emissions were calculated according to the market-based methodology by GHG Protocol, using data on a round renewable electricity (including RECs), energy providers' and wGRID data where appropriate. 2. In 2021, a new-to-world diary processing facility was commissioned in Michigan, resulting in an absolute Scope 1 and 2 GHG emissions increase, which will be eliminated by 2025 per the Board-approved decarbonisation plan. 56 | SCANNER PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS 2022 STRATEGIC REPORT  performance Since the initial SBTi baselining, a new-to- GHG Emissions in Operational Control,  | Continuous decarbonisation stays the | world MWC- Southwest Holdings LLC | - | | | | | | --- | --- | --- | --- | --- | --- | --- | | most ambitious element of our strategy. | production facility was commissioned, in | | | | | | | | | 2018 | 115,191 | | 131,973 | 10,174 | | Glanbia is committed to growth while | Michigan, which resulted in an absolute | | | | | | | reducing GHG emissions from our existing | GHG emissions increase in 2021-2022. | | | | | | | production facilities and new acquisitions. | However, compared to the original | 2019 | 100,371 | 123,628 | | 11,956 | | In 2022, our operational control Scope 1 | baseline scope that excluded the | | | | | | | and 2 emissions decreased by 8.6% over | Michigan plant, our footprint would be | 2020 | 108,441 | 118,830 | | 15,659 | | the previous reporting year (2021). | 21% lower today over the 2018 base year. | | | | | | We will continue working on further | | | 2021 | 141,066 | | 148,848 | | 12,847 | | --- | --- | --- | --- | --- | --- | --- | --- | | The proportion of renewables in our | emissions reduction in Michigan and | | | | | | | | electricity supply reached 45% representing | other processing sites. Our New Mexico, | | | | | | | | | | 2022 | 139,753 | | 125,227 | 13,045 | | | an 8% increase from the preceding year. | Michigan and Idaho dairy sites’ | | | | | | | | We have a 50% renewable electricity target | decarbonisation will be in focus in | | | | | | | | | | Scope , MtCO |  e | | | | | | for 2023, and we aim to progress to 100% | 2023-25, in line with the Board-approved | | | | | | | | | | Scope , MtCO |  e | | | | | | renewable electricity procurement for our | plan, supporting the Group’s upgraded | | | | | | | | | | Biogenic Emissions, MtCO | |  e | | | | | US, Canada, UK and EU operations by 2028. | SBTi commitment. | | | | | | | In 2022 we engaged our largest JV ## Climate – Scope 3 emissions partner, Dairy Farmers of America ("DFA"). DFA, on their Scope 3 ambition, ### Target: and who also have a SBTI for dairy supply. We will continue our partnership in 2023 ### 25% reduction in dairy emissions intensity by 2030 on a roadmap for JV milk pool decarbonisation, shared learnings, and potential projects. | Our work on Scope 3 emissions is ongoing, | representative sample of Idaho suppliers. | | | --- | --- | --- | | focusing in particular on the dairy supply | The project will fill a significant gap for | Dairy ingredient supplier strategy for our | | chain. In 2021 the SBTi validated our | Glanbia and our farm suppliers in | GPN business | | target of a 25% intensity reduction in | identifying the feasible abatement | In GPN we engaged with dairy ingredient | | Scope 3 dairy emissions by 2030. | technologies and their likely emissions | suppliers to review their ambition and | | Our actions and impact | and economic impacts. In 2022 we | strategy. In line with many of our upstream | | In 2022 our work on Scope 3 evaluated | engaged the Carbon Trust to assess the | customers, we will be requiring annual | | baselines for the three elements of dairy | implications of the SBTi’s Forest, Land | emissions factors from our suppliers to | | supply: 1. Direct shipped milk in Idaho; | and Agriculture Guidance ("FLAG"). In | support our strategy going forward. | | 2. JV partner ambition in New Mexico and | 2023, we will continue to work with the | | | Michigan; and 3. Dairy ingredient supplier | Carbon Trust on this evolving guidance | Glanbia Scope : a partnership approach | | strategy for our GPN business. | with engagement with Newtrient | Our approach is -pronged and iterative: | developing roadmaps to satisfy our Direct shipped milk current commitments and potential In our direct shipped milk in Idaho, we accelerated scenarios. In addition, we will Economic Frm have completed GHG footprints on all our evaluate carbon trading implications and supports & emission direct suppliers providing a complete opportunities particular to US dairy on incentives mpping primary data set using the National Milk farm investments. Producers Federation Farmers Assuring ### Responsible Management ("FARM") JV partner ambition in New Mexico and Better Environmental Stewardship ("ES") tool. A Michigan ### Diry | FARM ES footprint gives our suppliers an | As Scope 3 emissions rest outside of our | | | --- | --- | --- | | understanding of the specific emission | operations, our approach continues to be | | | sources associated with their farm, | one of partnership with suppliers and the | Tilored | Technology recognising the significant regional wider dairy industry. We are a leader in the emissions btement reduction differences, and allows benchmarking development of the US Dairy Net Zero potentil rodmp against regional and national averages. Initiative ("NZI") as part of the ES Committee of the Innovation Center for | In 2023, our focus will be on building a | US Dairy, which convenes the entire dairy | | --- | --- | | comprehensive Scope 3 roadmap. We | supply chain. NZI is building the proof | | have engaged Newtrient LLC, a US dairy | points with extensive US wide research. | | sustainability specialist group, to | This effort was significantly augmented | | complete comprehensive analysis across | by US government supports for climate | | the main sources of emissions of a | action in 2022. | 3 GHG emissions reported include the footprint of the acquired Watson sites, which resulted in previous years and base year Scope 1 & 2 recalculation per GHG Protocol. Scope 2 GHG emissions were calculated according to the market-based methodology by GHG Protocol, using data on procured renewable electricity (including RECs), energy providers’ and eGRID data where appropriate. GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS   FINANCIAL OTHER STATEMENTS INFORMATION GOVERNANCE ## Sustainability continued ## Climate and environment continued ## Water ### Target: 2022 Freshwater use intensity ### (L/Kg) ### New target to further reduce freshwater use ### by 10% by 2025 vs 2021 baseline GPN 1.032 GN | Our actions and impact | The project shortlists to achieve our | | | | --- | --- | --- | --- | | Glanbia is committed to water | ambition focus on clean-in-place ("CIP") | | | | conservation at all our sites. Having | optimisation, more polished water reuse | GN Dairy | 3.602 | | reduced freshwater consumption intensity | opportunities, and reverse osmosis | | | | by 17% between 2015 and 2020, in 2022 | systems. | | | Glanbia 3.585 | the Board approved a new ambition for a | | | Total | | --- | --- | --- | --- | | further absolute reduction in freshwater | Resource efficiency and circularity have | | | | use of 10% by 2025, a reduction of over | always been core values in our | | | | 500 million litres annually. | operations. In Idaho, our dairy facilities | | | | | reuse polished water and recycle it in our | 2022 Water use and discharge | | | The decision to accelerate was the output | processes before cleaning it at our onsite | | | ### (Million litres) | of extensive strategic work in 2022 | wastewater treatment plant and using it | | --- | --- | | including leveraging the insights from | to irrigate the crops we grow in adjacent | | robust plant water use data sets, improved | fields. The crops go to local milk suppliers | | plant real time data analysis and | as feed, fuelling the regenerative process. | prioritising sites previously identified as | | | 5,382 | 5,313 | | --- | --- | --- | --- | | high risk through the World Resources | The current ratio of freshwater and | | | | Institute ("WRI") Aqueduct risk assessment. | polished water used in our dairy | | | operations allowed us to save 5,313 | Dairy processing plants have a unique | million litres of freshwater from being | | --- | --- | | opportunity for water reuse, where water is | withdrawn for processing in 2022. We will | | generated, referred to as polished water, | maximise polished water recovery and | | when milk constituents are separated and | recycling to bring freshwater withdrawals | | concentrated or fractionated. Polished | further down in line with our new target. | | water optimisation is the priority focus, by | We recognise water as a precious | | both ensuring water use efficiency and | resource and will continue to drive | ### Reduction target capitalising on the inherent efficiency of efficiency beyond 2025. dairy operations that return more water ## 500 million than they take in. litres per annum by 2025 CASE STUDY ## Freshwater consumption ## reductions ### In 2022, our Twin Falls, Idaho plant received a ### pollution prevention award, from the Idaho ### Department of Environment and Quality. ## The award recognised the initiatives Glanbia returns ### implemented by a dedicated process ## more treated ### improvement team to reduce freshwater ## consumption. Due to these initiatives, average water to the 9,031 ### daily freshwater consumption is reduced by ## environment ### nearly 10,000 litres, with improved water quality ## readings also recorded. than it draws 4.978 ## Specialty as freshwater  GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS  Freshwater use Polished water Water discharge STRATEGIC REPORT ## Waste ### Targets: 2022 Waste diverted from ### landfill and incineration (%) | Overall waste target | Target 50% reduction in | | | | --- | --- | --- | --- | | | | 87 | 88 | | upgraded to achieving | food waste by 2030 vs | | | | TRUE zero waste | 2021 baseline | | | 65 ### certification by 2025 | Our actions and impact | We are also focused on a 50% reduction | | --- | --- | | To help lower our environmental impact, | in food waste by 2030. A significant | | we are focused on a more circular | proportion of our food waste (70%) is | | approach that recovers resources for | recovered for animal feed use, however, | | re-use within our business, or as an input | our teams are focused on preventing | | to another system. Our initial waste | food waste in our operations including | | target was zero waste to landfill, but we | ingredient and finished product inventory. | ### 2022 Food waste recovery (%) have upgraded this to achieve TRUE zero | waste certification Group-wide by 2025. | In 2022 we established a waste leadership | | --- | --- | | This international externally validated | team to deliver TRUE certification, | | certification focuses primarily on waste | manage data reporting needs, and | | prevention and reduction and ultimately | develop our food waste strategy. | diverting the remainder away from landfill. Our TRUE Zero Waste ## commitment includes a goal to divert at 70% of food waste least 90% of each site’s non-preventable ## waste from landfill and incineration. is now recycled to ## animal feed Animal feed % Anaerobic digestion % ## Consumer packaging Recycling % Other % ### Target: ### 100% recyclable, reusable or compostable ### consumer packaging by 2030 | Our actions and impact | In addition to our work to redesign our | With 2021 serving as baseline year for | | --- | --- | --- | | Our target for consumer packaging is to | packaging for recyclability, we are | global packaging procurement, | | ensure that 100% is designed to be fully | evaluating opportunities to reduce the | recyclability assessments were | | recyclable, reusable or compostable by | amount of virgin plastic we use along | completed in 2022 resulting in base | | the end of 2030. This is an area of major | with incorporating more recycled plastic | recyclability rate of 62% for all packaging. | | focus for GPN, which includes | in our packaging. | From this, GPN leadership has committed | | collaborating with industry partners on | | to a milestone target of 83% by end of | | sustainable packaging options that align | | 2025 with the 2030 target being 100%. | to the recycling infrastructure capabilities in the markets that we operate in. ### GPN packaging recyclability rates (% by weight) As part of this collaboration, GPN has committed to meeting How2Recycle and 90 ### Target recyclability rate: On-Pack Recycling Label schemes in the US and UK respectively that will result in addition of on-pack recycling guidance Actual: Target: Target: for our consumers to recycle packaging 62% 83% 100% correctly. GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS   | | 2022 | 2025 | 203 0 | | --- | --- | --- | --- | | FINANCIAL OTHER | | | | | GPN GN Dairy GN Specialty Total STATEMENTS INFORMATION GOVERNANCE | | | | ## Sustainability continued ## Society ## Society ## Responsible sourcing Food safety and quality Our Global Procurement Policy was updated to include The Quality Leadership Team ("QLT") remains Glanbia’s centre of responsible procurement requirements and ethical provisions excellence and food safety and quality expert network. All which are included in our standard terms and conditions. In manufacturing sites hold an externally recognised food safety growing our procurement teams’ understanding, we partnered certification, such as those recognised by the Global Food Safety with The Chartered Institute of Procurement and Supply ("CIPS") Initiative ("GFSI"). to provide an ethical procurement and supply course across ESGtopics. The Glanbia Quality System ("GQS") – our internal code of practice aims to provide in-depth technical criteria to augment Glanbia’s procurement teams work closely with key stakeholders GFSI requirements, and rate capability using both internal and to manage activities in the areas of supplier selection, contract verification auditing. To further leverage these tools, in 2022 we negotiation and supplier performance. Under the policy, rolled out an ‘internal benchmarking’ protocol that aligns each procurement teams are required to apply responsible sourcing site’s GQS results, along with third party auditing performance, criteria to our selection decisions and requires all suppliers to be and incident management practices to prioritise and rank site compliant with laws, regulations and social customs for the action planning. countries they operate in and to comply fully with all human rights, labour, food safety, environment and health and safety The overall GQS programme (and Infant Nutrition Food Safety regulations. The policy governs Glanbia’s ‘Supplier Process’ which standards) were thoroughly reviewed in 2022 by an external expert suppliers must go through before they can become available to and considered a ‘best practice approach’ to food safety systems. purchase from, through Glanbia’s procurement systems. Other focus areas, during 2022, included updating and Glanbia has partnered with EcoVadis since 2021, a global trusted reassessing our Mergers and Acquisition and Contract provider of business sustainability ratings. We have carried out a Manufacturing GQS standards, with action plans developed to risk assessment exercise on our supplier base using the EcoVadis address any areas of opportunity identified in 2023. IQ module. This involved risk-profiling our suppliers across four sustainability risk themes, including environmental, labour and In 2023, the QLT’s focus will remain on continuous improvement human rights, ethics and procurement, in the context of the of processes and procedures in line with industry best practice. industry and country of the respective suppliers. This analysis This includes an independent regulatory capability assessment enables us to prioritise the suppliers that require a more in-depth and benchmarking review to assure readiness for reporting assessment using the EcoVadis Platform. expectations, including under the Global Reporting Initiative. CASE STUDY ## Laboratory excellence | Glanbia’s extensive expertise in | 2022 under the Lab Excellence | As well as this, GN initiated a | | --- | --- | --- | | quality control laboratories (lab) | programme. | central lab project in Idaho to | | and testing capabilities is a | | service our GN dairy facilities. | | differentiator for our customers | The Aurora site conducts over | The GN central lab in Twin Falls, | | and reflects our leadership in | 6,000 routine quality tests per | Idaho will be up and running in | | quality and food safety. | month to assure product label, | Q2 of 2023. The lab will have the | | | nutritional and food safety | capacity to process over 30,000 | | After a successful lab expansion | standards are met. Further, the | tests per month across our dairy, | | project in 2021 at the Aurora 948 | lab conducts specialised testing | whey and specialty products and | | facility, Chicago, Illinois, the full | in contaminants, restricted | is planning ISO certification for a | | lab performance and expanded | substances and advanced | full microbiological suite of | | capabilities were rolled out in | sensory analytical methods. | testing. |  GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS  STRATEGIC REPORT ## Community ### Supporting our communities CASE STUDY ### around the world We aim to strengthen the communities in ## Breast cancer research which we live and work by providing safe and inclusive workplaces; by building sustainable ### supply chains; and by delivering programmes Glanbia continued its partnership with Breast Cancer to support health, wellbeing and better ### Ireland ("BCI") in 2022, sponsoring the Great Pink Run nutrition in our local communities. ### which raised over €575k for BCI’s pioneering research ### Glanbia supported the humanitarian work of into metastatic breast cancer and their educational the International Committee of the Red Cross ### and awareness programmes. Over €6m has been in Ukraine this year, contributing more than ### €130,000 through a combination of company raised by the Great Pink Run over the last number of and employee donations. ### years, which has helped support pioneering treatments ### for breast cancer in Ireland and in North America via ### Combatting food insecurity ### In North America, Glanbia supported relief the Ludwig Breast Cancer Research Centre at the efforts in regions impacted by Hurricane Ian ### University of Chicago. through our Glanbia Performance Nutrition ("GPN") business by donating $50,000 to Feeding Florida, which provides state-wide hunger relief. GPN also supported the Northern Illinois Food Bank across a range of initiatives this year including volunteering and other contributions. Glanbia Nutritionals ("GN") in Twin Falls, Idaho hosted its 29th Annual Charity Challenge golf tournament, raising $200,000 for local organisations, ranging from food banks to community resource centres. In keeping with our value of ‘Showing Respect’, Glanbia has facilitated the donation of $2.9 million to organisations in southern Idaho in recent years. GN also partnered with non-profit Bigger Table to help fight food insecurity in the Glanbia employee Jacinta Power and family members Pippa Cass and Courtney Cass participated Chicago area by donating ingredients to in the Great Pink Run in Kilkenny. create nutrient-rich products to support local food banks. Below: Glanbia Nutritionals team members at the annual Charity CASE STUDY Golf Challenge in Twin Falls, Idaho. ## GPN’s Sports Nutrition School ### In 2011, GPN introduced Sports Nutrition School ("SNS"), ### an industry-leading educational programme designed ### to immerse participants in the world of performance ### nutrition, lifestyle nutrition and weight management. ### Today, SNS is a globally-recognised programme with ### participation from Glanbia teams, customers, retailers, ### and distributors. In 2022, SNS launched the first-ever ### virtual regional SNS in India, returned to live SNS at GPN ### Chicago and delivered the first-ever live SNS in ### Santiago, Chile. GPN also offers SNS Advanced ### Training, a continuing education platform supporting ### nutritionists, athletes, personal trainers, as well as ### influencers, agencies and more. GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS   FINANCIAL OTHER STATEMENTS INFORMATION GOVERNANCE Sustainability continued Task Force on Climate-related Financial Disclosures Report # Task Force on Climate-Related Financial Disclosures Report Glanbia is committed to achieving our climate change ambition and playing our part in sustaining our earth. As outlined on page 64 we have identified and assessed our climate-related risks and opportunities ("CROs") and continue to monitor and embed the identified impacts within our governance, operations and strategic model and risk management system. This statement pertains to the parts of the business over which Glanbia has operational control. This includes the Group's wholly-owned operations as well as the MWC-Southwest Holdings LLC joint venture operations where Glanbia plc has authority to introduce and implement operating policies in accordance with our sustainability strategy, as well as those operations related to our supply chain footprint. Glanbia has complied with all of the requirements of LR 9.8.6R by including climate-related financial disclosures in this section (and in the information available at the locations referenced therein) consistent with the Task Force on Climate-related Financial Disclosures ("TCFD") recommendations. Refer to page 156 for the TCFD Disclosure Index table. # Governance Please refer to the ESG Committee Report, page 113 for details of how the Board, its respective committees and Group management embed climate change and related topics into our governance, risk management and strategic structures. Choosing by the Group Chairman, the Board has appointed an ESG Committee to oversee execution of our ESG strategy agenda, refer to page 113 which outlines the key activities of the Committee, including reviewing updates from management responsible for aligning processes and disclosures with the TCFD recommendations. All Board members undertook dedicated ESG training during 2022, which focused on environmental impacts, including climate change. # Board oversight of CROs The Board is responsible for the oversight of all Group activities that ensure the long term sustainability of our business, and therefore considers all risks and opportunities including the impact of climate change. A number of key activities and significant decisions were made by the Board during 2022, where climate change was taken into account including the review and approval of: - the Group strategic plan for the years 2023-2025, reflecting assessment of opportunities against all external factors including environmental considerations. - the revision of our scope 1 and 2 emissions reduction target upwards to 50% by 2030 from a 2018 base. - listing of potential capital projects to improve operational efficiencies and reduce on-site carbon emissions (Scope 1). - renewable electricity procurement plan (Scope 2). - LTIP metrics which incorporate renewable energy targets. - Glanbia's 2022 ESG material impacts assessment which reflects climate change as a priority for our key stakeholders. - the Group Risk Register, where climate change is categorised as a primary risk. # Management's role in assessing and managing CROs The Group Managing Director and Executive team are responsible, under Board direction, for the execution and delivery of the Group's strategic plans, overseeing the delivery of the Group's investment ambition and the realization of commercial opportunities. Management report monthly to the Board through a monthly Board Report, supported by formal Board and strategy meetings, on all matters relating to the performance of the Group including climate change matters. The Chief ESG and Corporate Affairs Officer, supported by a dedicated leadership team and business unit resources, holds responsibility for the delivery of the Group's ESG strategy, key policies and commitments. This is achieved by providing oversight, coordination and management of ESG commitments and activities, with regular progress updates provided to the Group Operating Executive and ESG Committee. These include: - updates on performance against stated targets. - results of our 2022 TCFD financial quantification analysis. - progress made on approved initiatives to support delivery of our decarbonisation transition plan. - presentation of the Sustainability Risk Register, incorporating all CROs identified. # Strategy In 2021, we engaged the Carbon Trust, a global climate consultancy, to assist the Group in analysing the possible CROs which may be faced by the business. The identified CROs were prioritised by their likelihood, velocity, and estimated financial materiality (prior to the consideration of any mitigation measures). This allowed us to better understand the potential impacts from physical climate change risks and possible risks and opportunities associated with the transition to a decarbonised economy. In 2022, Glanbia again partnered with the Carbon Trust, and drawing on climate science and scenario data, we assessed in greater detail the potential impact that Glanbia's top CROs could have on our business, operations and strategy. Two scenarios were considered for each CRO: current policies and a stress scenario; current policies relate to the Network for Greening the Financial System ("NGFS") scenario projections, where the world does not take any further action than what has been already stated and planned for implementation. For transition risks, the stress scenario used in the analysis relate to an ambitious low-carbon transition. Where available, the analysis prioritised scenarios aligned with a Net Zero or 1.5°C target, while well-below 2°C or 2°C aligned scenarios were used when scenario data around more ambitious pathways were not available. For physical risks, the stress scenario is based on high-emissions scenarios associated with significant increases in temperatures, aligned with the Shared Socio-economic Pathway SSPS-B.S. 62 SCANDIA PLLC | ANNUAL REPORT AND FINANCIAL STATEMENTS 2022 STRATEGIC REPORT A detailed modelling approach was used to quantify the financial While some transition opportunities are still likely to materialise implications of the identified CROs on Glanbia’s operations and under a four degree scenario, the high likelihood of carbon credit wider value chain. Transition risks and opportunities were modelled prices increasing would render propositions such as the creation in line with a 2022-2030 timeframe, while physical risks were and sale of credits from the generation and use of biogas more modelled until 2050, due to the longer-term impact of these CROs. attractive by leveraging Glanbia’s supply chain. The output of this analysis provides an assessment of the nature and potential scale of Glanbia’s most relevant CROs. This assessment Having assessed the identified CROs, including climate scenario outlines any potential risk hotspots; evaluates our business readiness analysis to understand their potential future impacts, we do not to respond to these risks; identifies how we can capitalise on potential believe that there are any significant adjustments to this year’s opportunities; and reviews current strategy and business continuity financial statements. We will continue to monitor the identified plans against a set of defined scenarios. As the underlying CROs and we will adjust our financial position and performance assumptions and methodology are further refined and matured, we in line with accounting standards, should the need arise. We have will consider if disclosing additional detail on the quantification work considered our commitments under SBTi, and the proposed undertaken would add value to our stakeholders. Scope 1 and 2 transition plan to achieve the required reductions up to 2030 and concluded that these plans do not require Risks under a two-degree scenario reflection in the financial statements at this time. Under current policies and a transition scenario, Glanbia is largely ### protected against climate-related risks that may impact the value Risk management chain, due to its market position, business partnerships, contractual The Audit Committee is responsible for providing structured and relationships, as well as existing and planned mitigation actions. systematic oversight of the Group’s risk management and Alignment with, and delivery of, science-based targets across internal control systems. The Group operates a bottom up and Scopes 1, 2, and 3 is considered a key mitigant against the impact top-down assessment process which facilitates the identification of the transition risks identified, including risks associated with and evaluation of risks, as well as assessing how the risks are potential dairy market decline and changing consumer monitored, managed and mitigated, referred to as our Group preferences. The underlying assumption is that changes in Risk Management Framework. This process is coordinated by demand driven by sustainability concerns can be mitigated if Group Internal Audit, including the consolidation and Glanbia (and its value chain) can successfully align with a presentation of the material and trending risks to the Group decarbonisation trajectory that is considered compatible with the Operating Executive, Audit Committee and Board on a twice goals set out by the Paris Agreement. yearly basis. This process is described in detail on pages 67-70. The residual risks (i.e., after taking into account mitigation actions) Process for identifying and assessing climate risk identified for this area mostly relate to: Climate change is identified as a principal risk to Glanbia. This 1) the uncertainty around the level of ambition required for risk includes output from the TCFD CRO identification and decarbonisation targets to be effective at influencing consumers prioritisation process (likelihood and velocity) and financial perception of the overall sustainability of the dairy sector; and quantification assessment (materiality). Key outputs of this 2) the success of the on-farm decarbonisation plan which is process are summarised within this report on page 64, and dependent on cooperation and engagement from our dairy assessed through the Group Risk Register process (pages 67-73). supply partners. The register includes the estimated likelihood, velocity and For the risks that have a direct operational cost impact such as financial materiality of each CRO assessed, and also documents direct and indirect carbon taxes, increasing energy prices and the identified Group-wide controls and actions to mitigate sustainable trends in packaging, after consideration of the output against the respective risks to evaluate the potential residual from this quantitative analysis, the potential financial impact is impact encompassing both transition and physical risks. These expected to be mitigated through improving resource efficiency risks are consolidated as one principal risk ’Climate Change’ at the production and distribution level, cost pass through and within the Group Risk Register. Page 65 further outlines our fulfilment of our stated packaging and carbon emission targets. resilience and strategic response to the individual risks identified. Risks under a greater than four-degree scenario CRO risk measurement metrics and targets The impact of climate-related physical risks may also become To support Glanbia in measuring our exposure to the risks increasingly evident and more substantial in the longer-term, identified and modelled, tailored risk measurement metrics were especially if global actions fail to contain global temperature developed as part of the project with the Carbon Trust. These increases to within 2°C. In these physical risk scenarios, long-term were developed with direct input from the relevant Glanbia shifts in climate patterns and increased occurrence of extreme subject matter experts with a view to supporting central and weather events may have a significant impact on the dairy supply operational oversight and monitoring the CROs going forward. chain. As a Group, we recognise this requires close monitoring to ### ensure existing mitigation factors remain viable, and that our Metrics and targets strategic and operational plans remain alert to the challenges In 2022, supported by a transition plan, we enhanced our Scope 1 associated with such risks. and 2 emissions reduction ambition in line with calls to limit global average temperature increase to 1.5 degrees Celsius, as set out by The table on the next page summarises the material climate risk the Paris Agreement. In support of our climate objectives, we also themes reviewed as part of financial quantification analysis, with have a number of associated targets which contribute to our the expected time horizon and value chain impact outlined. overall goals including meeting key elements of our transition plan; to progressively shift towards 100% renewable energy Opportunities under two and greater than four-degree scenarios procurement (Scope 2) by 2030 and reduce on-site emissions Potential opportunities were identified in both the two and (Scope 1) through operational efficiencies and capital investment. four-degree scenarios. Under a two-degree scenario opportunities Refer to pages 56-59 for more information on the Group’s targets include; investment in operational and dairy decarbonisation, and progress to date, and page 65 which outlines how these access to low carbon markets and product diversification. metrics form part of our strategic response to the CROs identified. GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS   FINANCIAL OTHER STATEMENTS INFORMATION GOVERNANCE ## Sustainability continued ## Task Force on Climate-related Financial Disclosures Report continued Climate risk description Glanbia assessment Potential risk Mitigations considered as Business Time Direct value impact to Glanbia part of strategic planning readiness Climate risk theme horizon chain impact prior to mitigation and risk management assessment Dairy market decline – impact of end Medium Dairy value Potential consumers/customers reducing dairy chain – raw changes in consumption to: materials consumer Decrease their carbon footprint; and production preferences, Monitored Align with their own science based sales impacting In plan targets revenue Climate regulation on dairy – impact of Short, Dairy value Increased In plan stricter regulation of on-farm methane Medium chain – raw operating emissions. materials costs due to increasing raw material costs Direct and indirect carbon taxes – Short, Raw materials Increased Monitored a direct increase in the cost of fuel due Medium – distributions operating to the implementation of a price on Product costs carbon, or indirectly through phase out – distributions ### Transition Risks of fossil fuel subsidies. Increasing energy prices – (natural gas, Short, Production Increased In plan biogas, and electricity) due to Medium operating regulatory and market changes. costs Sustainable trends in packaging Medium Production Increased In plan – increase in demand for sustainable Sales operating packaging alternatives (secondary costs plastics) and the subsequent increase in packaging procurement costs. Effect of temperature increases Long Dairy value Increased Monitored (both acute and chronic) on key aspects chain – raw operating of Glanbia’s supply chain including materials costs due to negatively impacting dairy productivity, increasing raw milk yields and crop yields, potentially material costs impacting supplier margins and milk price. Water scarcity – increasing water Short, Production Increased In plan ### Physical Risk scarcity caused by droughts, increased Medium operating temperatures, heatwaves, and water costs demand resulting in increasing water prices. Time horizon Period Short Up to 3 Years Aligned with our business strategy cycle where we develop detailed financial projections and use them to manage performance. Medium From three to 10 years Nearer term to primarily capture transition risks and opportunities, embedded within our sustainability strategy. Long Beyond 10 years Greatest level of uncertainty associated with these CROs, primarily linked to the physical risks identified. Business readiness Impact description Related response to risk has been built into Glanbia’s strategic plan, with a view to operationalise based on output of relevant scoping and feasibility assessments. In plan Recognition that associated risks may require action but currently based on level of uncertainty being monitored with a view to incorporating into our strategic plan where appropriate. Monitored  GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS  STRATEGIC REPORT Resilience and strategic response Glanbia acknowledges that there are challenges associated with climate change but equally we see great opportunities to build efficiencies and cost savings through our capital decarbonisation and process improvement plans. As a Group we have robust innovative business models and expertise, we pride ourselves in our agility to meet the varied nutritional needs of our customers and consumers. Our market insight teams anticipate and monitor ever changing market trends, through the development of new branded products and ingredients. For example, in response to these trends we have developed a number of new products such as Gold Standard 100% plant protein powder. We recognise potential investment opportunities which will support our climate change agenda and provide additional revenue streams. This includes development of future consumer brands and ingredient solutions, investment in operational and supply chain decarbonisation and access to low carbon markets. For example, the use of anaerobic digesters at Glanbia’s sites can generate biogas and reduce methane emissions from Glanbia’s operations. In this transition phase, these potential strategic investments and opportunities analysed are dependent on feasibility studies of technological, operational and commercial suitability for Glanbia and are under consideration as part of our medium to longer term strategy, with a similar estimated time horizon impact. We continue to monitor the resilience of the organisation with due regard for the CROs that the business faces. The table below outlines our strategic responses in dealing with these. | | Brand portfolio/ | | Capital investment | Dairy | Carbon | | | --- | --- | --- | --- | --- | --- | --- | | | loyal customer Innovation/ R&D | | opportunities | partnership | emissions Environment | | | Resilience | Strong brand | Proven R&D | Climate change | Hold a strong and | SBTi validated | Stated targets | | and | portfolio with a | and innovation | impact | valued partnership | targets across | and externally | | strategic | loyal customer | capabilities | incorporated | with our dairy | Scopes 1, 2 and 3 | accredited | | response | base, offering | | into investment | suppliers | | programmes in | | | a range of | | assessment criteria | | | place across core | | | ingredient | | | Joint venture | | environment pillars | | | choices | | | business model that | | of Water, Waste | | | | | | largely protects | | and Packaging | business profitability | Action Closely monitor | | 16 dedicated | Due diligence | Active role in | Operational plan | Water risk | | --- | --- | --- | --- | --- | --- | --- | | | consumer | innovation/ R&D | assessment of | supporting US | in place to ensure | assessments and | | | preferences and | facilities | all potential | Dairy’s Net Zero | support to on-site | freshwater | | | consumption | | acquisitions and | ambition and the | decarbonisation | reductions | | | trends | Pipeline of | capital expansions | Global Dairy | pathway plan | | | | | innovation | – evaluating carbon | Platform’s pathways | | Polished water | | | Dedicated | products and | emission impact | to Dairy Net Zero | On site feasibility | optimisation | | | consumer | packaging | | | studies underway | | | | insights and | solutions – | Commitment | Active members of | relating to on-site | Adoption of | | | analytics team | key input into | to reduce our | initiatives which aim | generation, | TRUE Zero Waste | | | | strategy process | emissions through | to support our supply | primarily solar | Certification as the | | | Informs our | | low energy | base including | | standard for our | | | strategy and | Annual formal | technologies | preparedness for | Development of | facilities | | | innovation focus | review of results | | regulation relating | renewable energy | | | | | and approval | Capital projects | to climate change | procurement plan | Packaging | | | | by the Board of | identified to date to | | | recyclability | | | | both Business | reduce Scope 1 and | Dedicated farm | Partnering with | aligned to | | | | Units innovation/ | 2 emissions deliver | relationship team | dairy suppliers on | externally | | | | R&D strategy | on Group | to support our dairy | Scope 3 emissions | recognised criteria | | | | and pipeline | investment hurdle | suppliers and ensure | reductions | – How2Recyle and | | | | | rates | supply security | | The on Pack | Recycling Label Further Pages 26-43 Pages 28-30, Page 56 Page 57 Pages 56-57 Pages 58-89 details 38-42 ### Focus for  We are committed to building on the progress made in 2022 on our climate impact. In 2022, to support our revised Scope 1 and 2 carbon emissions reduction target, we mapped out a transition plan to meet this target, refer to page 56 for further details. Akey focus for 2023 will be to complete the required scoping and feasibility assessment to fulfil this transition plan, in order to remain on track to comply with our commitments. In 2023 we will accelerate the modelling work to develop a comprehensive roadmap to reduce Scope 3 emissions to meet our stated target. We recognise the deep and intricate connections between food systems and the planet’s health, as well as the impact of a changing climate for our own future. Glanbia is committed to further embedding the appropriate mitigating actions within our strategy and risk management process. We will continue to address the assessed material climate-related risks, ensuring we build out our existing metrics further to monitor and assess those risks and focus on maximising the climate-related opportunities within our business model. GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS   FINANCIAL OTHER STATEMENTS INFORMATION GOVERNANCE ## Sustainability continued ## Governance ## Governance To embed our approach, Glanbia’s ESG focus reaches from the Board through the Group Operating Executive and ESG Centre of Excellence into all aspects of the business through specialists and cross functional teams and workstreams. This approach provides oversight, and balances the focus on programme delivery, required due diligence procedures and increased reporting and disclosure obligations. See more on pages 95 and 112. At Glanbia, we are committed to conducting business in the right way, complying with the law and working responsibly. Glanbia updated and recommunicated a number of our core governance policies during 2022. This included the Code of Conduct, Supplier Code of Conduct and Anti-bribery and Corruption policy. The Group has a zero-tolerance approach to bribery or any form of corrupt practices and actively encourages all workers and third parties to speak up through our dedicated whistleblowing line if they have any concerns. See more on pages 103 and 107. Glanbia complies with the European Union (Disclosure of Non-Financial and Diversity information by certain large undertakings and groups) Regulations 2017. The table below is designed to help stakeholders navigate to the relevant sections in this Annual Report to understand the Group’s approach to these non-financial risks. Many of our policies can be viewed on www.glanbia.com. Reporting requirement Policies and standards which govern our approach Risk management and additional information | Environmental | • Environmental policy | • Environment section – pages 50-59 | | --- | --- | --- | | matters | • Supply chain and responsible sourcing and | • Responsible sourcing – page 60 | | | on-farm sustainability | • ESG Committee report – pages 110-113 | | | • Animal welfare policy | • Task Force on Climate-related Financial Disclosures (TCFD) | Report – pages 62-65 • Risk management – pages 67-73 | Employee matters • Culture and engagement | | • Employee engagement survey – pages 20-21 and 52-53 | | | --- | --- | --- | --- | | | • Group code of conduct | • Whistleblowing and fraud – page 107 | | | | • Whistleblowing policy | • UK Corporate Governance Code – pages 82 and 102 | | | | • Diversity, equity and inclusion policy | • Diversity, equity and inclusion – page 22 | | | | • Health & safety policy | • Health and safety - page 23 | | | Social matters • Education initiatives | | • GPN sports nutrition school – page 61 | | | | • Community support | • Community and charity support – page 61 | | | | • Food safety & quality policy | • Food safety and quality – page 60 | | | Human rights • Anti-slavery and human trafficking statement | | • See page 60 and our policies can be viewed on | | | | • Supplier code of conduct | | www.glanbia.com/about/corporate-governance/our-policies | • Human rights policy Anti-bribery and • Group code of conduct • See page 107 and our policies can be viewed on corruption • Anti-bribery and corruption policy www.glanbia.com/about/corporate-governance/our-policies Description of principal risks and impact of business activity • Principal risks and uncertainties – pages 72-77 Description of the business model • Business model – pages 12-13 Non-financial key performance indicators (KPIs) • Key performance indicators – page 19 ### Consolidated disclosures pursuant to Article  Taxonomy Regulation Following consideration of the ‘EU Taxonomy Compass’, and detailed review of the economic activities’ descriptions and NACE code definitions as referenced within the “EU Taxonomy Climate Delegated Act (Delegated Act)”, the Group concludes that our core economic activities of food processing and manufacturing are not included within the Delegated Act and consequently are Taxonomy non-eligible. Refer to pages 146 to 155 for Glanbia’s consolidated disclosure in accordance with “Article 8 Taxonomy Regulation” and Art. 10(2) of the Art. 8 Delegated Act (Disclosures Delegated Act).  GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS  STRATEGIC REPORT ## Risk management ## Managing risk volatility and the ## impacts to our strategic objectives ### Managing our risks The Covid-19 pandemic is not over yet but its economic impacts Volatility continues to be a core theme with the global have continued to lessen during the year as the public health macroeconomic environment, geopolitical tensions and ongoing situation improves due to rising vaccination rates and improved inflationary impacts affecting multiple geographic regions with Covid-19 treatments. The Group will continue to focus on strict varying levels of severity. The ongoing war in Ukraine has driven compliance with safety policies for our frontline workers, the up energy prices and impacted supply, aggravating inflationary effective execution of our smart working hybrid model for pressures at a time when the cost of living was already rising office-based employees and the continued monitoring of our risk rapidly around the world due in part to the lingering impacts of environment for any significant changes that may impact the the Covid-19 pandemic. While consumption trends remain delivery of the Group’s strategic objectives. resilient following the pricing actions taken in response to the ### inflationary impacts, the Group remains vigilant to the volatile Our risk management framework external environment. The Group encounters risk every day in the pursuit of its strategic priorities. Our risk management framework is designed to ensure Covid- and general macroeconomic environment that risk management is embedded into our culture, policies and The impacts of Covid-19, the ongoing war in Ukraine and the practices. There is input across all levels of the business to enable general macroeconomic conditions on the business are explained the Group to remain responsive to the ever-changing operating in various sections of the Strategic Report and consequently the environment, including the consequences of the ongoing war in narrative included in the Group Managing Director’s Review, Group Ukraine, geopolitical tension, climate change, the general Finance Director’s Review and Operations Review updates should macroeconomic conditions, rising energy and interest costs, be read in conjunction with the below disclosures to provide an inflationary pressures together with the residual impacts of overall understanding of the risks, economic uncertainties and Covid-19, which are factors in almost all risks to some extent. An challenges which will continue in 2023. overview of the Group’s risk management and internal control framework is outlined in the diagram below. ### Board underpinned by: ## Top Oversight ## Down Our Purpose Our Values Our Code Identification Assessment ## Risk Our Strategic Priorities Mitigation At Business Disciplined Lead and grow Optimise our financial Unit and Group the core business management functional level Oversight Identification Including the Assessment identification Mitigation and mitigation ### Governance supported through: of emerging risks Including the Audit ESG Group Group Internal identification Committee Committee Operating Audit and mitigation Executive of emerging risks ## Senior Leadership Team driven by: Bottom ## Risk Risk Risk Risk Up awareness ownership monitoring reporting ## Risk GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS   FINANCIAL OTHER STATEMENTS INFORMATION GOVERNANCE ## Risk management continued ### Risk oversight Group Operating Executive Board of Directors The Group Operating Executive forum as outlined in the The Board has overall responsibility for determining the nature Corporate Governance Report on page 95 also acts as the Group and extent of the significant risks it is willing to take in achieving Risk Committee and supports the Audit Committee in the risk the Group’s strategic objectives and for setting the Group’s risk management process through the ongoing monitoring of the risk appetite. The Board has an overarching Group risk appetite environment and the effectiveness of the controls in place. The statement in place and has reviewed the individual risk appetite Group Operating Executive aims to ensure that the risk statements related to the Group’s principal risks. These risk management process supports the delivery of the Group’s appetite statements seek to implement a balanced approach to strategy by managing the risks impacting the Group’s ability to risk, embracing risk in areas in which management has the achieve business objectives. appropriate skills, knowledge and experience to take advantage of the opportunities presented, whilst limiting risk in other areas. Environmental, Social and Governance (“ESG”) Committee The ESG Committee supports the Group’s ongoing commitment As part of the annual Group strategy process, the Board to environmental, corporate social responsibility and corporate conducted a detailed assessment of the impact of the Group’s governance matters. The ESG Committee is responsible for principal risks, including emerging risks. This was designed to monitoring and reviewing current and emerging ESG trends, ensure that the Board understands both the key risks existing relevant international standards and legislative requirements within the business and newly emerging risks, together with the and identifying how these are likely to impact the strategy, methods employed to manage these risks. The focus during such operations, and reputation of the Group. The ESG Committee, in reviews is to ensure that the Group’s residual risk position is conjunction with the Group Operating Executive, is also within the Group’s risk appetite. The Board and management use responsible for assessing the effectiveness of the Group’s the same process to assess and manage risks within our material policies, programmes, practices and systems for: joint ventures as it does for the wholly-owned areas of the Group. a) Identifying, managing and mitigating or eliminating ESG risks In 2022, we held board positions in all such entities. and opportunities, as outlined on pages 72 and 73, in connection with the Group’s operations and corporate The Board conducted a formal half-year and full-year review of activity; and the risk register summary reports prepared by Group Internal b) Ensuring compliance with relevant legal and regulatory Audit to ensure that the Group’s principal risks and uncertainties, requirements and industry standards and guidelines as outlined on pages 72 to 77, effectively describe the nature and applicable to ESG matters. extent of the Group’s principal risks. The Board is satisfied that its ### risk management systems and internal control processes are Risk reporting effective. However, as with all practices, a mindset of continuous Group Internal Audit (“GIA”) improvement is required. The Board also considered its GIA assists in the process by preparing regular Group summary obligations in relation to the annual Going Concern and Long- risk management reports based on information submitted by term Viability Statements. Its review and conclusions in this management throughout the year. These reports include: regard are outlined on pages 70 and 71. • An analysis of key Group risks in terms of impact (assessed over the following 12 months within defined monetary terms), Audit Committee likelihood of occurrence (using defined probabilities of The Audit Committee on behalf of the Board, has responsibility occurrence) and velocity (speed at which the impact of the risk for monitoring the Group’s systems of risk management and could materialise) with the climate related exceptions outlined internal control including the review of their effectiveness. In 2022 on pages 69 and 70; and early 2023, to ensure that appropriate measures are in place • A summary of the key movements in the identified risks, with a to validate the strength of internal controls and risk mitigation particular focus on highlighting new or emerging risks; and to continue to develop a deeper awareness and insight into • A summary of management action plans (MAPs) to manage the Group’s principal risks, the Audit Committee received potential significant risk exposures; and updates from senior executives and detailed presentations from • An overview of organisational, business and emerging risks. Group functional leads across Health and Safety, Food Safety and Quality, Glanbia Business Services and IT, Legal, Financial The Audit Committee and Board perform bi-annual reviews of Reporting and Taxation. In addition to the detailed these reports, with interim updates received from management considerations on climate related matters outlined in the as required. Environmental, Social and Governance (“ESG”) Committee Report on pages 110 to 113, following the publication of the 2021 Group Senior Leadership Team (“SLT”) Annual Report, the Audit Committee also received three updates The identification of risk is based on a Group-wide approach. in 2022 from the Group Financial Controller on current and The management team of each business segment and the Group anticipated future ESG reporting obligations related to the Task functional leads are required to maintain and submit a risk Force on Climate-related Financial Disclosures (“TCFD”), the EU register. The register ensures consistency of approach in the Taxonomy for sustainable activities, the EU Non-Financial reporting of risks in accordance with Group defined guidelines. Reporting Directive (“NFRD”) Statement and the EU Climate Sustainability Reporting Directive (“CSRD”). These presentations By focusing our risk management system on the early typically provide the Committee with the opportunity to review identification of new or emerging risks, it enables us to conduct the Group’s risk appetite statements in relation to the principal a detailed assessment of the existing level of mitigation and the and emerging risks being examined. Proactive attention is also management actions required to either reduce or remove the given to key risks where the probability of occurrence and extent risk. Where the removal or reduction of the risk is not possible, of impact are elevated by the consequences of the ongoing war the Group formulates management action plans to respond to in Ukraine and the deteriorating global economic outlook. the risk, should the risk materialise.  GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS  STRATEGIC REPORT The quality and consistency of SLT risk reporting is supported by Russian invasion of Ukraine and the general macroeconomic a number of other monitoring and reporting processes including: environment, with the consequences being captured in the • Group strategy process and Board review of financial and relevant principal risks rather than shown as a stand-alone item. operational performance, including detailed finance, capex The fluctuation in risk trends that arose in 2022 include: planning and expenditure reviews; • Economic, industry and political, and supply chain risks • KPI tracking of health and safety and environmental reporting continue to trend upwards as the geopolitical risks and global within the Group’s environmental management system; macroeconomic environment continue to be challenging, • Bi-annual control self-assessment and management creating headwinds across the business into 2023. representation letter processes; • The risk trend for market disruption risk increased from stable • Post-acquisition completion and Capex project reviews; to increasing during the year, due to the potential impacts to • Risk-focused GIA plan; and demand from the rising cost of living which has been • The externally assessed Glanbia Risk Management System intensified by continued inflationary pressures and rising (“GRMS”) reviews which assess operational risks across the energy costs hitting household incomes. Group and the internal Glanbia Quality System reviews. • Climate change risk continues to trend upwards due to the evolving landscape and expected future developments in ESG ### Risk categories regulations including the stricter regulation of on-farm Our approach recognises the external risks associated with our methane emissions, and the increasing stakeholder corporate operating environment, which are typically considered and reporting expectations and the other climate change risks managed through our strategic processes, and the primarily disclosed in the TCFD Metrics and Targets disclosures on internal risks associated with our people, processes and systems pages 62 to 65. which are managed through our internal controls. Emerging risks • Cyber security and data protection, and talent management with the potential to impact our longer-term success are also risks continued to trend upwards due to continued existence of considered to ensure that we plan appropriately to respond to risks in these areas at a global level. them over time. The Group actively manages these and all other risks, inclusive of ### Identifying our principal risks and uncertainties emerging risks, through its risk management and internal control The Directors have carried out a robust assessment of the processes. Group’s principal risks, including those that may threaten our business model, future performance, solvency or liquidity. Key Climate-related risks and opportunities risks are identified based on the likelihood of occurrence, In line with the recommendations of the TCFD reporting potential impact and velocity on the Group using the process requirements, the Group has considered climate-related impacts outlined on pages 67 to 69. within the organisation under the pillars of Governance, Strategy, Risk Management and Metrics and Targets as outlined on pages Risks are reported on a residual risk basis and represent a 62 to 65. snapshot of the Group’s principal risk profile. This is not an exhaustive list of all the risks faced by the Group, there may be As detailed in our 2021 Annual Report, the Group engaged the other risks and uncertainties that are not yet considered material Carbon Trust, an independent sustainability consultant, to or not yet known to us. This list will change if these risks assume conduct a comprehensive climate change risk assessment of the greater importance in the future. Likewise, some of the current parts of the business over which Glanbia has operational control. risks will drop off the key risks schedule as management actions The identified climate-related risks and opportunities (CROs) are implemented or changes in the operating environment occur. were prioritised by their likelihood, velocity and estimated financial materiality (prior to the consideration of any mitigation The Board also fully recognises that many risks do not exist in measures). This allowed us to better understand the potential isolation and that one or more risks may crystallise at the same impacts from physical climate change risks and the possible risks time which could increase the impact to the Group. The associated with the transition to a decarbonised economy. interactions and relationship between such risks are discussed and considered by the Board throughout the year. In 2022, these This year, Glanbia has again partnered with the Carbon Trust to discussions included an in-depth consideration of the carry out further analysis and to assess in greater detail the consequences of the ongoing war in Ukraine, the general potential impact that Glanbia’s top CROs could have on our macroeconomic environment including rising energy costs and business, operations, and strategy, drawing on climate science availability concerns, cost of living impacts including the and scenario data. Two scenarios were considered for each CRO, inflationary and interest rate environment, and climate change Current Policy and a Stress Scenario. The material CRO themes risks. The outlook for Covid-19 is more optimistic as the public that were reviewed as part of the risk identification, prioritisation health situation continues to improve together with the strength and quantification analysis, with the expected time horizon and and operating effectiveness of our internal controls implemented direct value chain impact are outlined on pages 62 to 65 of the for managing its impacts. TCFD Report. ### Principal risks and uncertainties In line with the Group’s risk management framework, the CROs Changes to risks during the year were assessed for likelihood, velocity and materiality (impact) The Directors have considered the Group’s principal risks and with the following threshold deviations: uncertainties and have determined that the risks and • Velocity: The time horizon applied to velocity was short term uncertainties reported in Glanbia plc’s 2021 Annual Report remain up to 3 years, medium term from three to 10 years and long relevant, with no new principal risks identified. In our previous term beyond 10 years as opposed to the Group approved disclosures, we explained how Covid-19 had wide-ranging thresholds which assess velocity as very rapid if the impact of consequences on our principal risks and uncertainties and was not the risk is felt within 1 month, rapid if within 1 quarter and slow presented as a single principal risk. This has not changed, and the if it extends beyond 1 quarter. same approach has been taken in relation to the impacts of the GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS   FINANCIAL OTHER STATEMENTS INFORMATION GOVERNANCE ## Risk management continued Risk trend  Increasing  Stable  Decreasing ### Strategic/External Technological Operational/Regulatory Financial Mainly external risks associated The systems we use to drive the The people and processes we use Our financial status with our operating environment business and the data they hold to power our business model and internal controls  Economic, Industry  Digital transformation  Talent management  Taxation and Political  Cyber security and data  Health and safety changes  Market disruption protection  Supply chain  Customer concentration  Product safety  Climate change and compliance  Acquisition/Integration • Likelihood: Under the CRO assessment, this is based upon the The Group therefore continues to adopt the going concern basis certainty of outcome across the different climate scenarios of accounting in preparing its Financial Statements. In reaching analysed. Where there is a highly consistent outcome under all this conclusion the Directors have given due regard to: scenarios, the relevant CRO is categorised with a higher • Available cash resources, cash generation from operations, likelihood and conversely, where the outcome is only expected liquidity, borrowing facilities and related covenant under stress scenarios the CRO is categorised with a lower requirements which taken together, provide confidence that likelihood. The standard Group approach to likelihood is Glanbia will be able to meet its obligations as they fall due. measured as a percentage of possible occurrence over a Further information on the Group’s bank facilities, which were three-year period in line with the Group’s strategic plan. successfully re-financed in December 2022, is provided in Note 25 to the Financial Statements and outlined in the Group The Directors consider these deviations from the standard risk Finance Director’s review on pages 44 to 49; framework to be acceptable given the nature of the specific risk. • Glanbia’s financial risk management policies as described in The controls for this principal risk are aligned with our strategy Note 30 to the Financial Statements, the nature of its business and regulatory framework requirements. They include controls activities and the factors likely to impact our operating relating to governance, leadership and climate adaptation. performance and future growth; and • The lingering impact of the Covid-19 pandemic, the general Climate change risks are also considered when assessing other macroeconomic environment including inflation, rising energy relevant risks including: Economic, Industry and Political; Market costs, high interest rates and the cost-of-living crisis Disruption and Acquisition/Integration. For example, this includes exacerbated by the ongoing war in Ukraine, geopolitical involving the relevant internal functional experts when making tensions, climate change, the recoverability of trade acquisition or capital investment decisions or impairment review receivables, inventory and other assets. decisions where required. ### Long-term viability statement Climate considerations were enhanced during the year through Assessment of prospects the scenario analysis performed, as outlined on pages 62 to 65. In accordance with the Code and Listing Rule 6.1.82 (3) of The Group concluded that climate change is not expected to Euronext Dublin Listing Rules, the Directors have assessed the have a material impact on the viability of the Group in the current viability of the Group and its ability to meet its liabilities as they year and summarised the material climate risk themes which will fall due over a period extending to 2025. This period was chosen require close monitoring going forward as outlined on pages 62 as it is aligned to the Group’s budget and strategy plans as to 65. Glanbia has also a continuing engagement with the approved at the Board’s strategy review session in December Carbon Trust who provide technical expertise on the Group’s 2022. The Board considers this the most appropriate period to carbon footprint mapping, and identification of key carbon assess the Group’s prospects taking into account its current reduction projects. The Group plans to continue this work and financial position, the Group’s strategy and business model and has committed to building on the progress achieved in 2022 in the potential impact arising from the principal risks and relation to our climate impact. uncertainties. Factors considered in assessing long-term prospects include: ### Going concern Glanbia’s business activities, together with the main factors likely (a) The Group’s current position to affect its future development and performance, are described • A team of talented and committed people, focused on the in the Strategic Report on pages 1 to 77. After due consideration delivery of Group targets in line with our Group purpose, vision and review, the Directors have a reasonable expectation that the and values. Group has adequate resources to continue in operational • Strong market positions in the wholly-owned segments GPN existence for a period of at least 12 months from the date of and GN and robust joint venture business models. approval of the Financial Statements.  GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS  STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION - Global market trends in human nutrition continue to strengthen and will underpin the execution of the Group's strategic ambition. - Key long-term customer relationships, brands with strong equity and leadership positions in ingredients - Our recent acquisition, Sterling Technology, is performing well - Completion of shore buyback programmes of €173.5 million in 2022. These programmes support the Board's confidence in the strength of the Group's financial position. - Net debt at year end decreased by €143.3 million versus the prior year, primarily due to the net impact of the Group's divestment and acquisition activity and the execution of the Group's shore buyback programmes. The net debt to adjusted EBITDA ratio remained low at 1.12 times with continuing strong cash generation See the Finance Director's review on pages 44 to 49 for more detail. (b) The Group's strategy and business model - The strategic agenda progressed with the completion of the sale of the Company's minority interest in Glanbia's island and other planned divestments recently announced. The Group continues to evolve as a focused, purpose-led global nutrition company vis a vis growth platforms, Glanbia Performance Nutrition ("GPN") and Glanbia Nutritionals ("GN"), and through strategic joint ventures. - Clearly articulated business model with well-defined Group growth targets focused on building GPN top line growth and driving earnings to 2025 from GPN and Nutritional Solutions ("NS"). - Clear focus on and prioritisation of the development of talent which remains central to our strategy (as outlined in the 'People' section on pages 20 to 23) - The Group continues to invest for growth, with all key strategic capital expenditure projects on track and the acquisition of Sterling Technology completed in March 2022. - Customer demand has sustained in GPN following a number of price increases to mitigate the impact of input cost inflation. - The successful implementation of price increases in GPN is expected to continue to mitigate the impact of inflation during 2023 - Solid progress against the stated environmental, social and governance objectives as outlined in the ESG Committee report on pages 110 to 113. - Ambition to grow through both organic investment and acquisition activity within a framework of clear capital allocation priorities. See the Group's business model on pages 12 and 13 and strategy on pages 14 to 17 for more detail. (c) Principal risks related to the Group's business See pages 72 to 77 for a detailed description of each of the Group's principal risks, including climate change risk, related mitigation measures and 2023 focus areas. Assessment of viability The Directors' assessment of the Group's viability has been made with reference to the 2022 performance; the principal risks and uncertainties including emerging risks facing the Group and how these are managed within the Board's risk appetite as detailed on pages 72 to 77. The Directors carried out a robust assessment of the consolidated financial forecast for the current year and financial projections for future years to 2025 during its strategy and budget review session in December 2022 with due consideration to the actual and potential consequences of the ongoing war in Ukraine, climate change risks and the general macroeconomic environment particularly with respect to the significant judgements and estimates made in the application of its accounting policies. The Board reviewed the assessment of the Group's prospects made by management, including: - The development of a rigorous planning process, the outputs of which are comprised of a strategic plan, a consolidated financial forecast for the current year and financial projections for future years covering the period of the plan; - A comprehensive review of the strategic plan as part of its annual strategy review, with regular monitoring of the achievement of strategic objectives taking place at each Board meeting; - Assumptions are developed at both Group and Business Unit levels and are subject to detailed examination, challenge and sensitivity analysis by management and the Directors; - A consideration of how the impact of one or more of the principal risks and uncertainties, outlined on pages 72 to 77, could materially impact the Group's performance, solvency or liquidity; and - The impact of climate change on the Financial Statements as outlined in Note 2. The assessment concluded that climate change is not expected to have a material impact on the viability of the Group in the current year. The material climate risk themes which will require close monitoring in the medium and long term are summarised on pages 64 and 65. These considerations include external factors such as the impacts of the expected high levels of inflation, increasing interest rates and energy costs, lower economic growth and geopolitical tension, particularly in our key areas of operation; the potential impacts of Covid-19 on the Group, currency exchange rate movements, principally the USD/kurs rate, increased regulations, and internal factors such as the strategic plan under-delivering; the loss of a key production site; or a major food safety or health and safety related event. These considerations also took into account additional mitigating measures available to the Group, including the ability to reduce capital expenditure and the potential availability of additional debt facilities. The Board is satisfied that sufficient financial headroom exists to address the potential negative impacts arising from the events considered. Conclusions Having considered these elements, the challenging global economic outlook and the lingering Covid-19 related challenges and impacts experienced in 2022, the Board assessed the prospects and viability of the Group in accordance with the UK Corporate Governance Code requirements. The Board has a reasonable expectation that the Group will be able to continue in operation and meet its liabilities as they fall due over the period of the assessment. The Board does not expect any reasonably anticipated Covid-19 outcome, ongoing war in Ukraine, geopolitical tensions, climate change impacts or general macroeconomic condition to impact the Group's long-term viability or ability to continue as a going concern. The Board, in considering its dividend policy for the years to 2025, believes it will have sufficient distributable reserves to pay dividends. The Board assesses the Group's key financial metrics, liquidity position and projected cash flows before declaring interim and proposing final dividends. ALAMDA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS 2022 | 71 ## Principal risks and uncertainties ### Link to strategic priorities (see pages 14 to 17) Lead and grow the core Optimize our business Disinvolved financial management | Risk | Financial impact | Mitigation | | --- | --- | --- | | **Strategic/External****Economic, industry and political****Our performance is influenced by global economic conditions, consumer confidence and the stability of the markets in which we operate.** | Determination in economic growth or consumer confidence, significant currency movements, political instability, or civil disturbance may impact performance and the achievement of growth targets. The ongoing war between Russia and Ukraine and continuing tensions between China and Taiwan may also negatively impact performance. The inability to continue to contain the spread of global pandemics such as Covid-19 which may create a risk of business interruption. | The Board regularly assesses key market trends, the current economic environment and the implications for Group performance and strategic objectives. Our strategy is aimed at the continued expansion of our geographic reach, focusing on key customer relationships and investment in new product development which helps to protect the Group from economic fluctuations and rapid changes in the external environment. Covid-19 actions taken by governments in the countries in which we operate continue to add out the spread of the virus. The public health situation continues to improve based on rising vaccination rates and improved Covid-19 treatments. | | **Market disruption****Inflationary pressures may create further headwinds for the business.** Increasing competition across certain channels through high promotional activity, competitor product innovation and channel shifts provide an ongoing challenge. Further waves of Covid-19 may disrupt the ability of markets to remain open and delay growth plans. | Continued inflationary pressures above expectations may disrupt demand due to consumer price elasticity. Consumer spending habits have altered as a result of a changed way of working/losing through the pandemic. Failing to recognise or obtain accurate and relevant competitive and environmental intelligence may result in the adoption of incorrect business strategies. | Significant actions to mitigate cost inflation were implemented across a range of initiatives including pricing, revenue growth management and efficiency programmes. The GPI team has invested in developing in-house capabilities to assess market trends and to improve the accuracy and relevance of data available to the Board and management to support decision making. We invest in research and development expenditure focused on value-added and customer-specific solutions and invest in promotional activities where required. GN focuses on differentiating its capabilities from competitors through innovation to enable it to be the partner of choice for nutritional and functional solutions across both the dairy and non-dairy segments. | | **Customer concentration****The Group benefits from close commercial relationships with a number of key customers and adverse changes could materially impact the Group.** | The loss or material disruption with one or more of these customers, or a significant deterioration in commercial terms, could have a material impact on Group profitability. Pricing risks associated with the growth of the online channel. | The Group has developed strong relationships with major customers by focusing on superior customer service, quality assurance and cost competitiveness. There is a continued focus on new customer and channel development opportunities. Continued strong execution of the GN commercial team's 'one face to the customer' approach. The Board regularly reviews its exposure, including credit exposure, to individual customers and considers the impact of acquisitions where relevant. | | **Climate change****Failing to have an appropriate business model in place to react to the CROs and to achieve the Group's vision of protecting the environment through responsible stewardship.** The risk of non-compliance with regulations. | Changes in policy, regulation, technologies and weather conditions, may impact the Group or influence consumer preferences. Failure to comply with environmental incident reporting regulations may cause reputational damage. | An ESG Board subcommittee is in place and a member of the Group Operating Executive has responsibility for overseeing the delivery of the Group's agenda on environmental, sustainability and governance topics. The Board recognises the scientific consensus that action is required to address the impact of greenhouse gases on rising global temperatures and has ensured that: - A Board approved strategy is in place to accelerate our climate change commitments, targeting decarbonisation in our operations and supply chain and addressing our most material sustainability focus areas. - The Group-wide sustainability programme focuses on building a strong culture, systems and governance model to oversee progress and to ensure compliance with environmental incident reporting regulations. - Clearly defined Board approved KPIs and targets in place as outlined on pages 56 to 58. - We have expanded our climate change reporting to include the use of the FCPD framework as outlined on pages 62 to 69. We reinforced our clear environment strategy which is aligned to science-based targets and other relevant benchmarks and continued our focus on driving actions to achieve targets. | 72 | SCANDINALE CARNIVAL REPORT AND FINANCIAL STATEMENTS 2022 STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION Risk trend Increasing Stable Decreasing Developments in 2022 2023 house areas The macroeconomic environment faced headwinds particularly in relation to cost inflation, global trade uncertainty and currency fluctuations which the Group will continue to navigate and mitigate where possible. The successful progression of the GPR transformation objectives and the careful management of price increases were required to address inflationary challenges. The impact of price increases will continue to be monitored for elasticity effects. The business continued to remain resilient in managing the Covid-19 pandemic. The Group maintained its focus on protecting employees, continuing food supply, and maintaining our strong financial position, throughout the year. The macroeconomic environment is uncertain, and it is possible some of our end markets may be in recession in the near term. This will remain under continued review throughout 2023 to ensure mitigating actions to combat cost inflation and rising cost of living impacts are assessed and implemented where appropriate. Aside from the impact of the pandemic and inflationary concerns affecting the global economy, the geopolitical climate has also deteriorated with continued significant concern over the ongoing conflict between Russia and the Ukraine in particular, and with regard to the tension between China and Taiwan. The Group will continue to monitor this closely where any potential conflict, economic sanctions or trade rulings may impact the growth objectives of the Group. A strategic portfolio review was performed in 2022 resulting in divestment decisions around non-core assets as outlined in the Group Finance Director's review on pages 43 to 49. The impact of increasing inflationary pressures, supply chain volatility and labour shortages have been mitigated by price increases and this balance will continue to be closely monitored in 2023. The continued embedding of the GPR transformation programme together with the mitigating cost inflation and cost saving actions implemented have enabled the business to underpin margins. Marketing spend has continually focused on the areas/brands where recovery momentum is strong. The Group will monitor any adverse changes in economic conditions, such as the rising cost of living which has been intensified by continued inflationary, interest rate and energy cost/availability pressures that could result in reduced consumer spending which may disrupt demand. We will continue to invest in developing in-house capabilities to assess trends in key market areas ensuring accurate and relevant data is available to management teams to support decision making. The Board will keep the frequency and impact of any future waves of Covid-19 under review to assess the level of potential market disruption. Continued assessment of the impacts of channel shifts by consumers and the financial strength of our customer base, particularly our US customers which represent approximately 82% of Group Revenue. There is an ongoing monitoring and relationship investment with current customers, and we continue to build out our direct-to-consumer ("DTC") capabilities to reach consumers directly. Dedicated consumer insights and analytics teams are in place. The Board carefully monitored credit exposures in 2022 as customers recovered from the challenges imposed by Covid-19 restrictions on their operations. The impact of pricing increases associated with the rising cost of inflation will be closely monitored. The Group will continue to build key customer partnerships through strategic capacity expansions and product supply opportunities, particularly with our core ON customers. We will continue to review new customer and channel development opportunities. The Group's business model was reviewed and refreshed during the year including an appropriate consideration of the impacts of the CRDs and the ability of the Group to react to environmental changes. The Group has taken a rigorous approach to measuring climate risk impact through data, baselining and risk assessment supported by the Carbon Trust and aligned to the United Nation's Sustainable Development Goals. A number of key activities and significant decisions were made by the Board during the year, where climate change was taken into account including the completion of the course to analyze and financial impact assessment of material CRDs as detailed in the TOPC Report on pages 52 to 65. Updated our environment and sustainability targets as detailed in the 'Climate & Environment' report on pages 56 to 58 including a 50% reduction in Scope 1 and 2 operations emissions by 2030 to meet a 1.5 degrees celsius temperature pathway. E30 training was provided to the Board designed to cover the evolving regulatory landscape/climate change reporting requirements and to ensure that a baseline understanding of the requirements is in place. The Group's Capital Investment Policy has been reviewed to incorporate environmental considerations into the existing due diligence process. The Board will continue to review regular updates from the E30 Committee on environment related risks and opportunities and will work to enhance the integration of climate-related impacts into our governance, operational and strategic model, particularly with regard to investment in energy efficiency advancements, carbon reduction and emission management programmes. In 2023, over 50% (2022: 49%) of our electricity usage will be by way of renewable electricity, see pages 56 and 57 for more information on the pathway to achieving the goal. The Group will continue to update the data systems and processes to meet new disclosure requirements which are expected with the forthcoming EU Corporate Sustainability Reporting Directive. The E30 Committee will continue to focus on monitoring the effectiveness of the environment metrics and regulatory disclosure requirements to ensure progress is being maintained in line with expectations. ALAMEDA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS 2023 | 73 ## Principal risks and uncertainties continued ### Link to strategic priorities (see pages 14 to 17) Lead and grow the core Optimise our business Disciplined financial management Risk Potential impact Mitigation Developments in 2022 2023 focus areas ### Technological A failure to adopt new technologies Each core business function has a three year digital roadmap that is Completed a strategic review of the Group IT organisation and services. Continue to focus our digitisation programme on supply chain, customer ### Digital transformation  may impact our targeted growth. reviewed and updated annually. engagement, manufacturing, operations, finance, and HR systems and The risk of the Group implementing The Group has deployed the leading technologies from SAP, which support the progress on the planned SAP S/4HANA upgrade within the Group. an ineffective digital strategy. Significant investment by the Group to ensure a leading eCommerce automation of our key business processes. The Group is currently upgrading the platform and market-leading technologies have been deployed to drive ERP system to SAP’s latest technology, S/4HANA, which will bring enhanced Continue to evaluate additional opportunities to leverage the DTC platform growth across the eCommerce landscape. machine learning and artificial intelligence capabilities to the Group. across GPN and execute where the opportunity matches the brand strategy. Executive commitment to ensure the full benefits of the Group’s digital Fraud and cyber security exercises completed with vulnerability scans Continue to execute fraud and cyber security reviews and vulnerability scans capabilities are maximised to increase our speed to market, reduce costs implemented across all eCommerce sites. across all eCommerce sites. and improve customer experience. Cyber security and data An adverse event could result in Dedicated Group IT Security team in place to manage IT risks. Continue to evolve security and data privacy programmes to address new Continue to raise awareness of potential cyber-attack risks such as phishing significant financial loss or threats, hybrid working models and increasing regulatory requirements. and social engineering. ### protection  Regular security scanning across all eCommerce sites with penetration reputational damage due to the The Group is dependent on robust IT systems testing completed on all new sites. Cyber security and anti-fraud control reviews were conducted against the US Continue to progress the Tirlán (formerly Glanbia Ireland) segregation and potential loss of or unauthorised and infrastructure for most of our principal Department of Commerce and National Institute of Standards and Technology separation of IT infrastructure and applications from the Group in line with Policies in place regarding the protection of both business and personal access to sensitive financial, business processes which may be impacted Cybersecurity Framework to continue to gain comfort over the effectiveness of the transition agreement. information, as well as the use of IT systems and applications by our personal and commercial by the significant growth of cyber threats. the Group’s ransomware prevention, detection and response plans. employees with oversight by the Group Data Protection Committee. The cross-functional teams involved will continue to ensure our IP is protected information. This includes the Enhanced existing incident response processes from the system recovery through appropriate IT security measures, patent applications and related Group’s intellectual property (IP) or Systems in place, including ongoing audit activities, to monitor simulation exercise learnings. control procedures. that of our customers. compliance with relevant privacy laws and regulations. Significant development of control processes to limit the risk of system intrusion Ongoing cybersecurity awareness will continue to be actively promoted An adverse event could also result The Group maintains a cyber insurance policy and there were no material and/or data loss with a particular focus on regulatory compliance. through regular IT awareness communications, information security training in significant negative impacts to information or cybersecurity breaches noted over the last three years and other initiatives to keep employees updated on new and emerging IT our operational capabilities resulting in an insurance claim. Continued progress on the effective integration of our IT systems and related threats. This will continue in 2023 with follow up workshops and awareness through ransomware or denial of Group monitoring controls within our recent acquisitions. Continued investment in cyber-crime prevention and information security sessions with the leadership team and Board representatives. services attacks. programme. Group IT updated the Board and Audit Committee on the refreshed Group IT Financial and reputational loss strategy and key IT risks. may also occur through targeted attacks such as phishing or impersonation frauds. ### Operational/Regulatory A failure to retain, attract and/or The Group’s purpose, vision and values are embedded across all levels of Significant management focus directed at ensuring the impacts of a Continuing the successful execution of our people strategy which aims to ### Talent management  develop key talent, particularly in the Group through defined training programmes. competitive labour market were carefully navigated. sustain a high-performing, values driven and respectful culture with a The ability to attract, develop, engage emerging areas of talent need, will diversity and inclusion focus. and retain appropriately qualified talent A remuneration policy is in place with clear links to our strategic Continued working on building an actively inclusive culture, growing gender and impact our ability to deliver is critical if the Group is to continue to objectives. This policy includes a balanced approach to short and racial representation in senior management in particular and creating more DE&I targets are included in senior leader incentives. To assist target delivery, sustainable value for all our compete effectively. long-term incentives and is aimed at mitigating weak performance in any equitable work practices and benefits. the Group is formally measuring female management participation with stakeholders. one year and utilising appropriate retention tools for key individuals. particular focus on hiring and retention. Through engagement surveys, The DE&I agenda has further progressed with the launch of an inclusive employee attitudes toward DE&I measures will continue to be monitored in Strong recruitment processes, effective human resources (HR) policies leadership development programme for senior leaders as well as a continued the future. and procedures, robust succession management planning and talent focus on employee resource groups including NOW (Network of Women) and the management initiatives are in place. addition of LGBTQIA+ and multicultural groups. Monitoring the evolving talent retention risks driven by inflationary pressures and remote working options which have become more widespread during Remote working continued, and new smart working hybrid models were The senior management long-term incentives are now directly linked to the the pandemic. implemented to make the workplace more accessible. achievement of the Group’s environmental sustainability strategy. Continue to focus on the protection of our employees with a focus on Completed the HR transformation through the implementation of the Grow@ wellbeing and employee communications to support smart working hybrid Glanbia programme as outlined on page 20. models. Continued navigating the return to office in a flexible way as a key initiative to supporting the retention of the salaried workforce while also protecting our employees from Covid-19. Health and safety risks to our ESG Board subcommittee in place and a member of the Group Operating Continued progress in our mission towards ‘Zero Harm’ and other Health and The Group HR and operational teams will continue to ensure ongoing ### Health and safety  people and the wider public. Executive responsible for overseeing Health and Safety related Safety initiatives during the year as outlined on page 23. surveillance and support across the Group to maintain business continuity The risk of non-compliance with Health and performance. and employee welfare including: Safety and/or building regulations resulting Reputational damage, regulatory Management controls in place to monitor the Group’s business continuity plans. in injuries or a loss of capacity or closure at a penalties and an inability to service We have created and continue to expand programmes, processes and These were reviewed and enhanced in response to the evolving organisational • Maintaining effective employee engagement and welfare programmes. major site. customer requirements due to tools to ensure progress in Health and Safety for all our workforce. needs arising from the pandemic. • Sustaining operations in line with local geographical restrictions. capacity restrictions or plant The risk of a global pandemic such as The Group Operating Executive monitor progress against our key Health Close monitoring of our accident rates continues with a clear focus on driving • Ensuring clearly communicated site health and safety policies and closure. Covid-19. and Safety, food safety and quality and environmental objectives. This effective root cause analysis across the Group. Risk assessment methods and procedures are in place. review is focused on ensuring an effective framework, Group policies and leading indicators (“near miss” reporting) in place to help drive sustainable • Monitoring evolving regulatory requirements and working to ensure clear objectives are in place and that corrective actions are implemented improvement at site level. compliance to the Global Reporting Initiative (GRI) 403 Occupational in a timely manner. Standardised Group Health and Safety, and Quality, Food Safety KPIs in place Health and Safety standard. The Group monitors overall safety and loss prevention performance aligned to industry benchmarks. • Implementing effective corrective actions to address any improvement through the independently assessed GRMS. opportunities identified.  GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS  STRATEGIC REPORT Risk trend  Increasing  Stable  Decreasing Risk Potential impact Mitigation Developments in 2022 2023 focus areas ### Technological A failure to adopt new technologies Each core business function has a three year digital roadmap that is Completed a strategic review of the Group IT organisation and services. Continue to focus our digitisation programme on supply chain, customer ### Digital transformation  may impact our targeted growth. reviewed and updated annually. engagement, manufacturing, operations, finance, and HR systems and The risk of the Group implementing The Group has deployed the leading technologies from SAP, which support the progress on the planned SAP S/4HANA upgrade within the Group. an ineffective digital strategy. Significant investment by the Group to ensure a leading eCommerce automation of our key business processes. The Group is currently upgrading the platform and market-leading technologies have been deployed to drive ERP system to SAP’s latest technology, S/4HANA, which will bring enhanced Continue to evaluate additional opportunities to leverage the DTC platform growth across the eCommerce landscape. machine learning and artificial intelligence capabilities to the Group. across GPN and execute where the opportunity matches the brand strategy. Executive commitment to ensure the full benefits of the Group’s digital Fraud and cyber security exercises completed with vulnerability scans Continue to execute fraud and cyber security reviews and vulnerability scans capabilities are maximised to increase our speed to market, reduce costs implemented across all eCommerce sites. across all eCommerce sites. and improve customer experience. Cyber security and data An adverse event could result in Dedicated Group IT Security team in place to manage IT risks. Continue to evolve security and data privacy programmes to address new Continue to raise awareness of potential cyber-attack risks such as phishing significant financial loss or threats, hybrid working models and increasing regulatory requirements. and social engineering. ### protection  Regular security scanning across all eCommerce sites with penetration reputational damage due to the The Group is dependent on robust IT systems testing completed on all new sites. Cyber security and anti-fraud control reviews were conducted against the US Continue to progress the Tirlán (formerly Glanbia Ireland) segregation and potential loss of or unauthorised and infrastructure for most of our principal Department of Commerce and National Institute of Standards and Technology separation of IT infrastructure and applications from the Group in line with Policies in place regarding the protection of both business and personal access to sensitive financial, business processes which may be impacted Cybersecurity Framework to continue to gain comfort over the effectiveness of the transition agreement. information, as well as the use of IT systems and applications by our personal and commercial by the significant growth of cyber threats. the Group’s ransomware prevention, detection and response plans. employees with oversight by the Group Data Protection Committee. The cross-functional teams involved will continue to ensure our IP is protected information. This includes the Enhanced existing incident response processes from the system recovery through appropriate IT security measures, patent applications and related Group’s intellectual property (IP) or Systems in place, including ongoing audit activities, to monitor simulation exercise learnings. control procedures. that of our customers. compliance with relevant privacy laws and regulations. Significant development of control processes to limit the risk of system intrusion Ongoing cybersecurity awareness will continue to be actively promoted An adverse event could also result The Group maintains a cyber insurance policy and there were no material and/or data loss with a particular focus on regulatory compliance. through regular IT awareness communications, information security training in significant negative impacts to information or cybersecurity breaches noted over the last three years and other initiatives to keep employees updated on new and emerging IT our operational capabilities resulting in an insurance claim. Continued progress on the effective integration of our IT systems and related threats. This will continue in 2023 with follow up workshops and awareness through ransomware or denial of Group monitoring controls within our recent acquisitions. Continued investment in cyber-crime prevention and information security sessions with the leadership team and Board representatives. services attacks. programme. Group IT updated the Board and Audit Committee on the refreshed Group IT Financial and reputational loss strategy and key IT risks. may also occur through targeted attacks such as phishing or impersonation frauds. ### Operational/Regulatory A failure to retain, attract and/or The Group’s purpose, vision and values are embedded across all levels of Significant management focus directed at ensuring the impacts of a Continuing the successful execution of our people strategy which aims to ### Talent management  develop key talent, particularly in the Group through defined training programmes. competitive labour market were carefully navigated. sustain a high-performing, values driven and respectful culture with a The ability to attract, develop, engage emerging areas of talent need, will diversity and inclusion focus. and retain appropriately qualified talent A remuneration policy is in place with clear links to our strategic Continued working on building an actively inclusive culture, growing gender and impact our ability to deliver is critical if the Group is to continue to objectives. This policy includes a balanced approach to short and racial representation in senior management in particular and creating more DE&I targets are included in senior leader incentives. To assist target delivery, sustainable value for all our compete effectively. long-term incentives and is aimed at mitigating weak performance in any equitable work practices and benefits. the Group is formally measuring female management participation with stakeholders. one year and utilising appropriate retention tools for key individuals. particular focus on hiring and retention. Through engagement surveys, The DE&I agenda has further progressed with the launch of an inclusive employee attitudes toward DE&I measures will continue to be monitored in Strong recruitment processes, effective human resources (HR) policies leadership development programme for senior leaders as well as a continued the future. and procedures, robust succession management planning and talent focus on employee resource groups including NOW (Network of Women) and the management initiatives are in place. addition of LGBTQIA+ and multicultural groups. Monitoring the evolving talent retention risks driven by inflationary pressures and remote working options which have become more widespread during Remote working continued, and new smart working hybrid models were The senior management long-term incentives are now directly linked to the the pandemic. implemented to make the workplace more accessible. achievement of the Group’s environmental sustainability strategy. Continue to focus on the protection of our employees with a focus on Completed the HR transformation through the implementation of the Grow@ wellbeing and employee communications to support smart working hybrid Glanbia programme as outlined on page 20. models. Continued navigating the return to office in a flexible way as a key initiative to supporting the retention of the salaried workforce while also protecting our employees from Covid-19. Health and safety risks to our ESG Board subcommittee in place and a member of the Group Operating Continued progress in our mission towards ‘Zero Harm’ and other Health and The Group HR and operational teams will continue to ensure ongoing ### Health and safety  people and the wider public. Executive responsible for overseeing Health and Safety related Safety initiatives during the year as outlined on page 23. surveillance and support across the Group to maintain business continuity The risk of non-compliance with Health and performance. and employee welfare including: Safety and/or building regulations resulting Reputational damage, regulatory Management controls in place to monitor the Group’s business continuity plans. in injuries or a loss of capacity or closure at a penalties and an inability to service We have created and continue to expand programmes, processes and These were reviewed and enhanced in response to the evolving organisational • Maintaining effective employee engagement and welfare programmes. major site. customer requirements due to tools to ensure progress in Health and Safety for all our workforce. needs arising from the pandemic. • Sustaining operations in line with local geographical restrictions. capacity restrictions or plant The risk of a global pandemic such as The Group Operating Executive monitor progress against our key Health Close monitoring of our accident rates continues with a clear focus on driving • Ensuring clearly communicated site health and safety policies and closure. Covid-19. and Safety, food safety and quality and environmental objectives. This effective root cause analysis across the Group. Risk assessment methods and procedures are in place. review is focused on ensuring an effective framework, Group policies and leading indicators (“near miss” reporting) in place to help drive sustainable • Monitoring evolving regulatory requirements and working to ensure clear objectives are in place and that corrective actions are implemented improvement at site level. compliance to the Global Reporting Initiative (GRI) 403 Occupational in a timely manner. Standardised Group Health and Safety, and Quality, Food Safety KPIs in place Health and Safety standard. The Group monitors overall safety and loss prevention performance aligned to industry benchmarks. • Implementing effective corrective actions to address any improvement through the independently assessed GRMS. opportunities identified. GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS   FINANCIAL OTHER STATEMENTS INFORMATION GOVERNANCE ## Principal risks and uncertainties continued ### Link to strategic priorities (see pages 14 to 17) Lead and grow the core Optimise our business Disciplined financial management Risk Potential impact Mitigation Developments in 2022 2023 focus areas ### Operational/Regulatory Milk availability and pricing can Appropriate short-term safety stocks are in place for our core raw Significant management effort deployed to prevent supply chain disruptions. The impact of price increases across our brand portfolio, which may disrupt ### Supply chain  vary from quarter-to-quarter materials and detailed monitoring of raw material delay risks is in place demand due to price elasticity, will continue to be monitored. Any further The risk that unprecedented inflation creates Pricing action in both GPN and GN were implemented to offset some of the and year-to-year with resulting with alternative sources of supply identified if required. price increases will be managed against the Group’s ambition to continue to significant headwinds for the business and/ increased inflationary related input costs. impacts on production levels and drive revenue growth. or an inability to contain the spread of a Broad geographic spread of our supplier base and other functional Continuous review of future supply, demand and expected pricing of raw input costs. This can be global pandemic (such as Covid-19) resulting ingredient options. Ongoing engagement with our supply base to ensure sustainability of supply materials through further strengthening relationships with suppliers were exacerbated by greater-than- in prolonged supply chain disruptions. at a level of pricing that is both commercial and competitive. The majority of our dairy activities are in joint venture partnerships with performed to ensure resources were available at competitive prices. expected inflationary impact. established, robust business models to manage this risk in our dairy Continuing to monitor the potential impacts of Covid-19 and geopolitical Appropriate safety stocks for core raw materials are in place and continued A global pandemic could result in operations. tensions, particularly in relation to the import of key raw materials and/or monitoring of raw materials delay risks are considered with alternative sources supply chain constraints, negative impacts on our international sales channels. Effective action will be Our milk and procurement strategy teams work proactively with the US of supply identified. inflationary impacts and/or taken where required. patron supplier base to ensure the business remains competitive in its negative impacts on our supplier offerings to underpin long-term sustainable supply including the international sales channels. provision of non-pricing value-added initiatives. Reputational damage, regulatory The global reporting tool and core Glanbia Quality Standards (“GQS”)/ Robust quality and auditing standards continue to be maintained with routine Maintaining standards as we integrate new acquisitions and optimise our ### Product safety and compliance penalties or restrictions, product KPIs are embedded across the Group. ESG and Audit Committee reporting. supply chain globally by encompassing a mix of owned and contract ###  recall costs, compensation manufacturer facilities. Considerable focus on ensuring suitably qualified and experienced staff All sites achieved or maintained a globally recognised food safety certification | A breakdown in control processes may result | payments, lost revenues and | | | | | --- | --- | --- | --- | --- | | | | are employed within the Group. | in 2022. | Ensuring effective oversight of third-party manufacturing qualifications and | | in contamination of products leading to | reduced growth potential. | | | | compliance with Glanbia’s food safety performance standards. a breach of existing food safety legislation Ensuring new regulatory requirements and emerging issues are captured Critical incident trends continue to be closely monitored to ensure effective root The sudden introduction of more and potential consumer or employee illness. with appropriate team training. cause analysis and implementation of appropriate corrective and preventive Working to continuously improve our operations, particularly in the servicing stringent regulations such as actions from previous incidents. of higher risk product sectors, while reducing our environmental impacts in a Appropriate product liability insurance is maintained. additional labelling requirements cost effective and sustainable manner. New ‘internal benchmarking’ protocol for food safety risk has been implemented may also cause operational which defines the minimum acceptable programme elements that all sites are Focusing on identifying, and as needed, narrowing the gap to meeting the difficulties. expected to meet. GRI 416 Customer Health and Safety standard, with priority on an independent regulatory capability assessment and benchmarking review. The Group’s overall GQS programme was reviewed by an external globally recognised expert and considered a ‘best practice approach’ to food safety systems. Below expected performance of The Board approves the business case and funding requirements for all Completed the disposal of the Group’s 40% interest in the Glanbia Ireland joint The Board will continue to review the Group’s overall portfolio as part of its ### Acquisition/integration  the acquired business and the significant investments and has acquisition integration processes in venture to Tirlán Co-operative Society Limited (formerly Glanbia Co-operative strategic review processes and will evaluate potential acquisition The anticipated benefits of acquisitions diversion of management place to monitor the performance of acquired businesses. Society Limited) for €307 million. opportunities to broaden the portfolio in this context that will drive growth may not be achieved if the Group fails to attention to integration efforts and assist the Group in achieving its ambition. conduct effective due diligence, complete Chief Corporate Development Officer and a Corporate Development Completed the acquisition of Sterling Technology, a US bioactive ingredient could result in significant value the transaction or properly integrate the Committee are in place to oversee acquisition and divestiture related company focused on immunity solutions, in March 2022 for an initial Completing the divestment of other non-core assets arising from the destruction. acquired businesses. activity. consideration of €54.5 million plus deferred consideration. strategic review performed, as outlined in the Group Finance Director’s review on pages 44 to 49. Acquired entity management teams are typically strengthened by the Implemented changes in the fair value of contingent consideration related to transfer of experienced Glanbia managers, which assists in increasing LevlUp as outlined in the Group Finance Director’s review on page 47. Acquisition integration and post-acquisition review processes will continue to the efficiency of integration efforts. be monitored through Board and/or Audit Committee reviews. The joint venture Glanbia Cheese EU, a mozzarella cheese plant in Ireland, was Mandatory post-acquisition completion and significant capital fully commissioned during Q4 2022. A further €47.0 million was advanced to this The Audit Committee will continue to review the impairment testing expenditure project reviews are conducted, with regular Audit Committee Irish venture in 2022, with full repayment of these loans on completion of the methodology, inputs, assumptions, sensitivity analysis and results of any updates. planned divestment of this business in 2023. material businesses performing below expectations. The Audit Committee assessed the impairment review of goodwill and intangibles, including an assessment of the current global economic environment, as outlined on page 108 and reviewed a number of post- completion reviews presented by the Group Finance Director. ### Financial The Group may be exposed to The Group employs a team of tax professionals to support the Group in The Audit Committee received a detailed management presentation on our tax Management will continue to monitor developments in international tax ### Taxation changes  additional tax liabilities. ensuring compliance with legislative requirements globally. structures and controls, the status of tax audits, the ongoing management of our legislation, with a focus on maintaining compliance with legislative The Group’s tax strategy may be impacted current operations and evolving tax legislation including the work of the requirements. by legislative changes to local or We constructively engage with tax authorities where appropriate and we Organisation for Economic Co-operation and Development (OECD). international tax rules. engage advisors to clarify tax legislation to ensure that we achieve We will continue to engage external tax advisors to clarify tax legislation to compliance with relevant tax law across the jurisdictions in which we ensure that we achieve compliance with relevant tax laws across the operate. jurisdictions in which we operate. The Audit Committee is routinely updated on the outcome of tax authority Pro-active engagement with tax authorities in all material jurisdictions will reviews. No material issues arose in any such reviews in recent years. also continue where required.  GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS  STRATEGIC REPORT Risk trend  Increasing  Stable  Decreasing Risk Potential impact Mitigation Developments in 2022 2023 focus areas ### Operational/Regulatory Milk availability and pricing can Appropriate short-term safety stocks are in place for our core raw Significant management effort deployed to prevent supply chain disruptions. The impact of price increases across our brand portfolio, which may disrupt ### Supply chain  vary from quarter-to-quarter materials and detailed monitoring of raw material delay risks is in place demand due to price elasticity, will continue to be monitored. Any further The risk that unprecedented inflation creates Pricing action in both GPN and GN were implemented to offset some of the and year-to-year with resulting with alternative sources of supply identified if required. price increases will be managed against the Group’s ambition to continue to significant headwinds for the business and/ increased inflationary related input costs. impacts on production levels and drive revenue growth. or an inability to contain the spread of a Broad geographic spread of our supplier base and other functional Continuous review of future supply, demand and expected pricing of raw input costs. This can be global pandemic (such as Covid-19) resulting ingredient options. Ongoing engagement with our supply base to ensure sustainability of supply materials through further strengthening relationships with suppliers were exacerbated by greater-than- in prolonged supply chain disruptions. at a level of pricing that is both commercial and competitive. The majority of our dairy activities are in joint venture partnerships with performed to ensure resources were available at competitive prices. expected inflationary impact. established, robust business models to manage this risk in our dairy Continuing to monitor the potential impacts of Covid-19 and geopolitical Appropriate safety stocks for core raw materials are in place and continued A global pandemic could result in operations. tensions, particularly in relation to the import of key raw materials and/or monitoring of raw materials delay risks are considered with alternative sources supply chain constraints, negative impacts on our international sales channels. Effective action will be Our milk and procurement strategy teams work proactively with the US of supply identified. inflationary impacts and/or taken where required. patron supplier base to ensure the business remains competitive in its negative impacts on our supplier offerings to underpin long-term sustainable supply including the international sales channels. provision of non-pricing value-added initiatives. Reputational damage, regulatory The global reporting tool and core Glanbia Quality Standards (“GQS”)/ Robust quality and auditing standards continue to be maintained with routine Maintaining standards as we integrate new acquisitions and optimise our ### Product safety and compliance penalties or restrictions, product KPIs are embedded across the Group. ESG and Audit Committee reporting. supply chain globally by encompassing a mix of owned and contract ###  recall costs, compensation manufacturer facilities. Considerable focus on ensuring suitably qualified and experienced staff All sites achieved or maintained a globally recognised food safety certification | A breakdown in control processes may result | payments, lost revenues and | | | | | --- | --- | --- | --- | --- | | | | are employed within the Group. | in 2022. | Ensuring effective oversight of third-party manufacturing qualifications and | | in contamination of products leading to | reduced growth potential. | | | | compliance with Glanbia’s food safety performance standards. a breach of existing food safety legislation Ensuring new regulatory requirements and emerging issues are captured Critical incident trends continue to be closely monitored to ensure effective root The sudden introduction of more and potential consumer or employee illness. with appropriate team training. cause analysis and implementation of appropriate corrective and preventive Working to continuously improve our operations, particularly in the servicing stringent regulations such as actions from previous incidents. of higher risk product sectors, while reducing our environmental impacts in a Appropriate product liability insurance is maintained. additional labelling requirements cost effective and sustainable manner. New ‘internal benchmarking’ protocol for food safety risk has been implemented may also cause operational which defines the minimum acceptable programme elements that all sites are Focusing on identifying, and as needed, narrowing the gap to meeting the difficulties. expected to meet. GRI 416 Customer Health and Safety standard, with priority on an independent regulatory capability assessment and benchmarking review. The Group’s overall GQS programme was reviewed by an external globally recognised expert and considered a ‘best practice approach’ to food safety systems. Below expected performance of The Board approves the business case and funding requirements for all Completed the disposal of the Group’s 40% interest in the Glanbia Ireland joint The Board will continue to review the Group’s overall portfolio as part of its ### Acquisition/integration  the acquired business and the significant investments and has acquisition integration processes in venture to Tirlán Co-operative Society Limited (formerly Glanbia Co-operative strategic review processes and will evaluate potential acquisition The anticipated benefits of acquisitions diversion of management place to monitor the performance of acquired businesses. Society Limited) for €307 million. opportunities to broaden the portfolio in this context that will drive growth may not be achieved if the Group fails to attention to integration efforts and assist the Group in achieving its ambition. conduct effective due diligence, complete Chief Corporate Development Officer and a Corporate Development Completed the acquisition of Sterling Technology, a US bioactive ingredient could result in significant value the transaction or properly integrate the Committee are in place to oversee acquisition and divestiture related company focused on immunity solutions, in March 2022 for an initial Completing the divestment of other non-core assets arising from the destruction. acquired businesses. activity. consideration of €54.5 million plus deferred consideration. strategic review performed, as outlined in the Group Finance Director’s review on pages 44 to 49. Acquired entity management teams are typically strengthened by the Implemented changes in the fair value of contingent consideration related to transfer of experienced Glanbia managers, which assists in increasing LevlUp as outlined in the Group Finance Director’s review on page 47. Acquisition integration and post-acquisition review processes will continue to the efficiency of integration efforts. be monitored through Board and/or Audit Committee reviews. The joint venture Glanbia Cheese EU, a mozzarella cheese plant in Ireland, was Mandatory post-acquisition completion and significant capital fully commissioned during Q4 2022. A further €47.0 million was advanced to this The Audit Committee will continue to review the impairment testing expenditure project reviews are conducted, with regular Audit Committee Irish venture in 2022, with full repayment of these loans on completion of the methodology, inputs, assumptions, sensitivity analysis and results of any updates. planned divestment of this business in 2023. material businesses performing below expectations. The Audit Committee assessed the impairment review of goodwill and intangibles, including an assessment of the current global economic environment, as outlined on page 108 and reviewed a number of post- completion reviews presented by the Group Finance Director. ### Financial The Group may be exposed to The Group employs a team of tax professionals to support the Group in The Audit Committee received a detailed management presentation on our tax Management will continue to monitor developments in international tax ### Taxation changes  additional tax liabilities. ensuring compliance with legislative requirements globally. structures and controls, the status of tax audits, the ongoing management of our legislation, with a focus on maintaining compliance with legislative The Group’s tax strategy may be impacted current operations and evolving tax legislation including the work of the requirements. by legislative changes to local or We constructively engage with tax authorities where appropriate and we Organisation for Economic Co-operation and Development (OECD). international tax rules. engage advisors to clarify tax legislation to ensure that we achieve We will continue to engage external tax advisors to clarify tax legislation to compliance with relevant tax law across the jurisdictions in which we ensure that we achieve compliance with relevant tax laws across the operate. jurisdictions in which we operate. The Audit Committee is routinely updated on the outcome of tax authority Pro-active engagement with tax authorities in all material jurisdictions will reviews. No material issues arose in any such reviews in recent years. also continue where required. GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS   FINANCIAL OTHER STATEMENTS INFORMATION GOVERNANCE  GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS  GOVERNANCE ## Governance Directors’ Report Corporate Governance Report 80 Board of Directors and Senior Management 83 Audit Committee Report 103 Environmental, Social and Governance Committee Report 110 Nomination and Governance Committee Report 114 Remuneration Committee Report 120 Statutory information and Forward-looking statement 141 Directors’ Responsibility Statement 157 GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS   STRATEGIC FINANCIAL OTHER REPORT STATEMENTS INFORMATION Corporate Governance Report Introduction from the Group Chairman # Effective governance enabling growth "The Board is very conscious of the role that it plays in ensuring that Glanbia operates in a manner which is consistent with the highest standards of corporate governance. In 2022 we made good progress on our key governance priorities in the areas of Board renewal, sustainability and stakeholder engagement" Donald Gayner Group Chairman ![img-9.jpeg](img-9.jpeg) 80 BLANDBOURG JOURNAL OF CONTABED FINANCIAL STATEMENTS 2022 Dear Shareholder, On behalf of the Board, I am delighted to present the Corporate Governance Report for the year ended 31 December 2022. We have sustained the growth momentum seen in 2021 and continued to focus on delivering on and exceeding our targets. While we see further challenges ahead in the form of the volatile political climate, ever pressing climate and environmental targets and rising inflation, we are more determined than ever to deliver excellence across the Group and remain a top choice for our customers and end-point consumers. A performance driven, purpose-led better nutrition company We are driven by healthier lifestyles and our purpose is to deliver better nutrition for every step of life's journey. We aim to do this through focused, scalable growth and continue to make progress on our strategic agenda. Reiterating the sentiment expressed by our Group Managing Director, Siobhán Talbot, at the Capital Markets Day held in Illinois on 9 November 2022, changes a part of our DNA, we have evolved enormously, our markets have evolved and we have stayed close to our customers and consumers. We don't let structure get in the way of strategy. With the completion of the sale of the Group's minority interest in Glanbia Ireland (Trilán) on 1 April 2022, the Company continues to evolve as a focused, purpose-led global better nutrition company. ☐ Further details on the disposal transaction are set out on page 44. Sustainability Sustainability remains a large focus area for the Group. We are committed to delivering our Environmental Social and Governance ("ESG") goals, reducing our carbon emissions in line with a 1.5 degrees Celsius pathway. The revised ambition is for a 50% reduction in Scope 1 and 2 carbon emissions by 2030, from a 2018 base year. ☐ Further details on our sustainability strategy can be found on pages 50 to 67. Stakeholder engagement Stakeholder engagement, and understanding the views of our stakeholders, is a core part of my role as Group Chairman. Following the lifting of Covid-19 restrictions, I focused on face-to-face engagements throughout the year. A highlight of 2022 was the Capital Markets Day where we provided robust detail on the Group's strategic plans and three year financial ambition, on operations for GfK, GfM and joint ventures, their performance and strategies, and on our sustainability targets and commitments. During 2022, representatives of the Group attended 12 investor conferences. Meetings were held face-to-face where possible and an analyst dinner was held in London in June. A shareholder perceptions survey to understand shareholders' priorities was carried out by an independent specialist firm on behalf of the Board. Shareholders and investors were given an opportunity to provide feedback to the Company on a confidential basis. Interviews with shareholders and equity analysts, covering a significant proportion of the Company's equity ownership, were carried out on an anonymous basis. Investors were interested in understanding the evolution of the Group's strategy following the STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION disposal of its stake in Glanbia Ireland (Tirlan). They were also keen to further understand the key markets the Group is exposed to as well as the drivers of growth following the pandemic. The findings were presented to the Board for review and discussion. Further details on how we engage with our stakeholders are set out on pages 52 to 53. # Culture As a purpose-led company, the culture of the Group is integral and we live this through inclusive behaviours and promoting our values, as set out on pages 20 and 21. We adopt this culture in every aspect of how we do business, from the manner in which we engage with our customers, consumers and the communities in which we operate, to the ways in which we show our respect for our people. We put a lot of emphasis on respect, on respecting perspective, views and the environment. We are conscious that the success of Glanbia is underpinned by the work and dedication of its people and we are committed to fostering this supportive, inclusive and diverse culture in Glanbia. This year we established employee resource groups ('ERG') for female, multicultural and LGBTQIA+ employees, we built female management representation targets into our annual incentives, increased awareness and education programmes on diversity and inclusion and we engaged with our employees by rolling out a pulse survey during the year, with favourable results. We endeavour to promote an open and inclusive environment for our employees. We understand that our people have busy and challenging lives and have chosen to continue to support working from home where possible and permitted by work commitments, allowing us access to a wide geography of talent. Over the course of the year, I held a number of face-to-face meetings with employees throughout the organisation across both Ireland and the US. During these conversations, I heard about what we are doing right as an organisation and indeed how we can improve. I am always grateful for these meetings and listened carefully to these suggestions, reporting them back to the Board to be factored into decision making. Our cultural climate is measured through a number of policy and compliance processes, internal audit and both formal and informal channels for employees to raise concerns (including our employee engagement survey and our whistleblowing programme, 'Speak Up', which is also available to the contractors and suppliers working with us). For more on our culture and values see pages 20–21 and 21, and for DE&I policies see page 22. # Board composition, Board renewal and Committee changes There were a number of changes in the composition of the Board and Committees during 2022, which are discussed in more detail in the Nomination and Governance Committee Report on page 114. Patrick Coveney and Vincent Gorman retired from the Board on 30 March 2022 and 5 May 2022 respectively. I thank both of them sincerely for their service and commitment to the Board during their tenure. Following an extensive search using a global talent search firm, Ilona Hooijer and Kimberly Underhill were appointed as Independent Non-Executive Directors effective 1 August 2022, increasing female Board membership to 36%. This follows the reduction in the representation of Tirlan Co-operative Society Limited (formerly Glanbia Co-operative Society Limited) (the 'Society') on the Board from six to five in 2022 with a further agreed reduction to three in 2023. The reduction of Society representation on the Board has enabled us to increase the range of diversity and experience on our Board. Full biographical details for Ilona and Kimberly can be found on page 85. Michael Horan stepped down from his role as Group Secretary and as a member of the Group Operating Executive on 4 April 2022. As a result, Liam Hennigan took on the role of Group Secretary and Head of Investor Relations with effect from 4 April 2022. Liam joined Glanbia in 2014 as Head of Investor Relations and later took an added responsibility for Strategic Planning. Prior to Glanbia he worked at PwC, focusing on restructuring, mergers and acquisitions within the consumer sector. A new Development Committee was established on 24 February 2022 to assist the Board in assessing new corporate development opportunities. Paul Duffy replaced Dan O'Connor as Chair of the Audit Committee on 7 March 2022. # Looking ahead The governance priorities for the coming year include a continued focus on delivering strong results, maximising our growth strategy, supporting diversity, equity and inclusion, monitoring the progress of our sustainability targets, mitigating inflation and the continued evolution of the Board. Good governance and a strong corporate culture are the foundations of Glanbia's purpose, vision and strategy. We have considered this report carefully so that our stakeholders have an in-depth understanding of our priorities and the arrangements and processes we have in place to comply with the UK Corporate Governance Code 2018 (the 'Code') and the Irish Corporate Governance Annex (the 'Irish Annex') (together the 'Codes'). The information contained in this report and the Corporate Governance Statement has been set out in a way to enable the reader to evaluate how the principles in the Codes have been applied. We are currently planning our 2023 Annual General Meeting ('AGM') which will be held on 4 May 2023 at 11.00 a.m. at the Lynath Estate, Kilkenny, R95 6685, Ireland. I encourage all shareholders to either attend the AGM personally or use their proxy vote in respect of the resolutions to be considered. This will enable us to obtain a better understanding of your views. I also welcome questions from shareholders either via our website www.glanbia.com, by e-mail at groupsecretary@glanbia.ie or in person at the AGM. I would like to express my sincere thanks to the Board, and on behalf of the Board to our employees, colleagues and partners worldwide, whose dedication, as always, has been exemplary and without whose talents we could not continue to deliver the high standard of excellence for which Glanbia is known. Donald Gaynor Group Chairman ALL MEDIA PLC | 2nd ANNUAL REPORT AND FINANCIAL STATEMENTS 2022 81 Corporate Governance Report continued # Corporate Governance Experience and skills of the Non-Executive Directors | | Facebook Leverage Industry | Leadership and management | Finance | Strategic planning | Brand experience | Change management | Corporate transactions | Corporate governance | International Business development | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Donald Gaynor | | | | | | | | | | | Patsy Ahern | | | | | | | | | | | Robin Brennan | | | | | | | | | | | Paul Duffy | | | | | | | | | | | Ilona Hooper | | | | | | | | | | | Brendan Hayes | | | | | | | | | | | Jane Lodge | | | | | | | | | | | John G Murphy | | | | | | | | | | | John Murphy | | | | | | | | | | | Patrick Murphy | | | | | | | | | | | Dan O'Connor | | | | | | | | | | | Kimberly Underhill | | | | | | | | | | ### UK Corporate Governance and Irish Corporate Governance Annex Statement of Compliance In 2022 the Group was subject to the Codes. The Group applied all the principles and complied with the detailed provisions of the Codes with the exception of those set out below. The Codes recognise that an alternative to following a provision may be justified in particular circumstances where good governance is still achieved. The rationale for these departures is explained below. ### Provision 11 (Composition of the Board of Directors) Provision 11 provides that at least half the Board, excluding the chair, should be non-executive directors whom the Board considers to be independent. The current composition of the Board is the Group Chairman, two Executive Directors, five Directors nominated by the Society and six Independent Non-Executive Directors, with the Independent Non-Executive Directors making up 43% of the Board. The current Board composition reflects the relationship of the Company with the Society which is documented in the amended and restated Relationship Agreement dated 5 May 2021. On 23 February 2021, the Society and the Board agreed a number of changes which will impact the composition and size of the Board over the period between 2021 to 2023 and which will reduce the number of Directors nominated by the Society on the Board from seven to three (currently five) and the Board size from 15 to 13 (currently 14) (details of which are set out in the Nomination and Governance Committee Report). This would mean the composition of the Board in 2023 will be the Group Chairman, two Executive Directors, three Directors nominated by the Society and seven Independent Non-Executive Directors, with the Independent Non-Executive Directors making up 54% of the Board. The Board is satisfied that the current composition of the Board is justified in our particular circumstances where there is an identified plan to increase the number of Independent Directors on the Board. ### Provision 19 (Chairman tenure) In accordance with the Relationship Agreement dated 2 July 2017, Donald Gaynor, (at the time an Independent Non-Executive Director), was appointed as the first Independent of the Society Group Chairman of the Company on 8 October 2020, having been appointed to the Board on 12 March 2013. In 2021, the Board unanimously agreed that he will continue as Group Chairman until his successor is appointed in 2025 to facilitate the appointment of three new Independent Non-Executive Directors together with ongoing effective Board renewal. The Board believes that the extension of the Group Chairman's tenure for a limited period beyond nine years is warranted in this instance to facilitate effective succession planning and the development of a diverse board. The Group Chairman is evaluated yearly and the Board is satisfied that he continues to demonstrate independence of character and judgment and is free from any business or other relationship that could affect his judgement. ### Provision 38 (Pension Contributions) We are reviewing our workforce pension arrangements so that our Executive Directors will be aligned to the workforce rate in Ireland following this review. Although the review has not yet completed, from 1 January 2023 the pension contribution for the Group Managing Director and Group Finance Director was reduced from 26.5% and 25% of salary respectively to 12% for both. Upon conclusion of the review in 2023, any further necessary adjustments for the Group Managing Director and Group Finance Director to align with the workforce rate in Ireland will be made at that time. The pension contribution rates for future Executive Directors will be aligned to the workforce in the country of appointment. Further details can be found in the Remuneration Committee Report. A description of how we have applied the principles and detailed provisions of the Codes is set out in the following pages. 82 BLANDBURLE CASHMAN REPORT AND FINANCIAL STATEMENTS 2022 GOVERNANCE ## Board of Directors and Senior Management ## Group Chairman and Executive Directors ## Leading ## by example Name Donard Gaynor Siobhán Talbot Mark Garvey | Job title | Group Chairman and Non- | Group Managing Director and | Group Finance Director and | | --- | --- | --- | --- | | | Executive Director | Executive Director | Executive Director | | Date of appointment | 12 March 2013 1 July 2009 12 November 2013 | | | | Board tenure | Nine full years 13 full years Nine full years | | | Skills and expertise Extensive knowledge of the food Strong leadership qualities, and Strong background in finance and and beverage industry with deep knowledge of management, global executive management significant commercial acumen finance and strategic planning and extensive experience in the and deep insight into international acquired from a successful career food and beverage industry. business. path within Glanbia. | Experience | Donard Gaynor was appointed | Siobhán Talbot was appointed | Mark Garvey was appointed | | --- | --- | --- | --- | | | Group Chairman on 8 October | as Group Managing Director on | as Group Finance Director on | | | 2020. Donard Gaynor retired | 12 November 2013, having been | 12 November 2013. Prior to joining | | | in December 2012 as Senior | appointed Group Managing | Glanbia he held the position of | | | Vice President of Strategy and | Director Designate on 1 June | Executive Vice President and | | | Corporate Development of Beam, | 2013. She was previously Group | Chief Financial Officer until 2012 | | | Inc., the premium spirits company | Finance Director and her role | with Sara Lee Corporation, a | | | previously listed on the New | encompassed responsibility | leading global food and beverage | | | York Stock Exchange. A Fellow of | for Group strategic planning. | company. Mark also held a | | | Chartered Accountants Ireland | She has been a member of the | number of senior finance roles in | | | and the American Institute of | Group Operating Executive | the Sara Lee Corporation in the | | | Certified Public Accountants, he | since 2000 and the Board since | US and Europe and prior to that | | | joined Beam, Inc. in 2003 as Senior | 2009 and has held a number of | he worked with Arthur Andersen | | | Vice President and Managing | senior positions since she joined | in Ireland and the US. A Fellow of | | | Director – International. Prior | the Group in 1992. She is also | Chartered Accountants Ireland | | | to this, he served in a variety of | a Director of the Irish Business | and the American Institute of | | | senior executive leadership roles | and Employers Confederation | Certified Public Accountants, | | | with The Seagram Spirits & Wine | (IBEC) and was appointed as a | Mark graduated from University | | | Group in New York and was also | Non-Executive Director of CRH plc | College Dublin with a Bachelor of | | | Audit Client Services Partner with | effective 1 December 2018. Prior | Commerce degree and Diploma | | | the New York office of PwC. | to joining Glanbia, she worked | in Professional Accounting and | | | | with PwC in Dublin and Sydney. A | has an Executive MBA from | | | | Fellow of Chartered Accountants | Northwestern University, Illinois. | Ireland, Siobhán graduated from University College Dublin with a Bachelor of Commerce degree and Diploma in Professional Accounting. Key external appointments None. Non-Executive Director of CRH plc None. and Director of the Irish Business and Employers Confederation (IBEC). Committee memberships NGC ESG ESG RC DC DC DC ### Key Nomination and Audit Development Environmental Social and Remuneration AC NGC ESG DC RC Governance Chair Committee Committee Governance Committee Committee Committee GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS   STRATEGIC FINANCIAL OTHER REPORT STATEMENTS INFORMATION ## Board of Directors and Senior Management continued ## Senior Independent Director, Non-Executive Directors Name Dan O’Connor Róisín Brennan Paul Duffy Ilona Haaijer Jane Lodge Kimberly Underhill Job title Senior Independent Director and Non-Executive Director Non-Executive Director Job title Non-Executive Director Non-Executive Director Non-Executive Director Non-Executive Director Date of appointment 1 December 2014 1 January 2021 1 March 2021 Date of appointment 1 August 2022 1 November 2020 1 August 2022 Board tenure Eight full years Two full years One full year Board tenure Less than one full year Two full years Less than one full year | Skills and expertise | Strong, strategic leadership | Extensive strategic and financial | Experienced Chairman and Chief | Skills and expertise | Extensive and significant | In-depth knowledge of | Extensive and significant | | --- | --- | --- | --- | --- | --- | --- | --- | | | acquired from 30 years | advisory experience across many | Executive Officer with extensive | | leadership experience of | international business, | leadership experience in US and | | | international and financial | sectors including food and FMCG. | knowledge of the consumer and | | strategic development, change | management, corporate | international consumer products | | | services sector experience. | | beverage industry with significant | | management, mergers and | transactions, corporate | businesses, with particular | | | | | strategic and brand experience. | | acquisitions and leading complex, | governance and reporting gained | strength in product development, | | | | | | | global businesses in the food | from a successful career with | marketing, portfolio management, | | | | | | | ingredients and consumer sectors. | Deloitte. | brand-building, strategic planning | and international business development. | Experience | Dan O’Connor is currently | Róisín Brennan is a former Chief | Paul Duffy is a former Chairman | Experience | Ilona Haaijer is a former President | Jane Lodge is a former Senior | Kimberly Underhill is a former | | --- | --- | --- | --- | --- | --- | --- | --- | | | Chairman of Activate Capital | Executive of IBI Corporate Finance | and CEO of Pernod Ricard North | | and CEO of DSM Food Specialties, | Audit Partner of Deloitte with | Group President, Consumer | | | Limited and a Director of Oriel | Ltd and has over 20 years of | America, a global leader in the | | President of DSM Personal Care | extensive knowledge and | Business North America of | | | Windfarm Limited. He is former | investment banking experience, | Wine and Spirits industry. During | | and also previously served as | experience of international | Kimberly-Clark. During her 33 | | | Chairman of International | particularly advising public | his 25 year career with Pernod | | CEO of Bugaboo International, | businesses in a wide range of | year career with Kimberly-Clark, | | | Personal Finance plc and a former | companies in Ireland. She brings | Ricard, Paul held a number of | | CEO of Philips AVENT, Vice | sectors. Jane served on the | she held roles within research | | | Non-Executive Director of CRH | strong strategic and financial | senior management positions | | President Corporate Strategy | Deloitte UK Board of Partners | and engineering, operations and | | | plc. Dan is a former President | advisory experience across many | including Chairman and CEO roles | | of Royal Philips Electronics, | and was the UK Manufacturing | marketing. Kimberly served as | | | and Chief Executive Officer of GE | sectors including food and FMCG | at Pernod Ricard UK, The Absolut | | and as a Consultant at The | Industry Lead Partner. She | Global President, Kimberly-Clark | | | Consumer Finance Europe and a | to the Board. Róisín is currently a | Company (Sweden) and Irish | | Boston Consulting Group. Ilona | is currently a Non-Executive | Professional and as President, | | | former Senior Vice-President of | Non-Executive Director of Ryanair | Distillers. He served on the Pernod | | brings significant international | Director of TI Fluid Systems plc, | Consumer Europe. Kimberly | | | GE. He was Executive Chairman | Holdings plc, Musgrave Group | Ricard worldwide management | | experience of food ingredient and | FirstGroup plc and Bakkavor | is currently a Non-Executive | | | of Allied Irish Banks plc from | plc and Dell Bank International | executive committee. Paul is | | consumer oriented businesses | Group plc. She is a former Non- | Director of Foot Locker Inc., the | | | 2009 until 2010. A Fellow of | DAC. Formerly, she was a Non- | currently a director of W.A. Baxter | | and is currently a Non-Executive | Executive Director of Devro | global sportswear and footwear | | | Chartered Accountants Ireland. | Executive Director of DCC plc | & Sons, a United Kingdom Food | | Director of Corbion N.V., an | plc, Sirius Minerals plc, Costain | retailer listed on the New York | | | Dan graduated from University | from 2005 until 2016 and is also | Group and is a former director of | | Amsterdam based Euronext | Group plc and DCC plc. A Fellow | Stock Exchange. She also serves | | | College Dublin with a Bachelor of | a former Non-Executive Director | Corby Spirit and Wine Limited, | | listed food and bio-technology | of the Institute of Chartered | on the Board of Trustees of Theda | | | Commerce degree and Diploma in | of Hibernia REIT plc, Wireless | a leading Canadian marketer | | company. Formerly, she was a | Accountants in England and | Care Regional Medical Centre, | | | Professional Accounting. | Group plc, Coillte DAC and The | and distributor of spirits and | | Non-Executive Director of RPC | Wales, Jane graduated from | is a Director of The Menasha | | | | Irish Takeover Panel. A Fellow of | wines listed on the Toronto Stock | | Group plc and Royal Boskalis | University of Birmingham with a | Corporation (a privately held | | | | Chartered Accountants Ireland, | Exchange. Paul is a Fellow of | | Westminster N.V.. Ilona graduated | BSc in Geology. | company that is a packaging | | | | Róisín graduated from University | Chartered Accountants Ireland | | from the University of Groningen, | | manufacturer and provider of | | | | College Dublin with a Bachelor of | and is a graduate of Trinity | | Netherlands with an MA in | | supply chain solutions) and is | | | | Civil Law degree. | College Dublin. | | Business Economics. | | Co-Chair of Fox Cities United Way | Campaign. Formerly, Kimberly chaired the Network of Executive Women and was a Director of the Food Marketing Institute. Kimberly graduated from Milwaukee School of Engineering, USA with a MSc in Engineering Management, and Purdue University, USA with a BSc in Chemical Engineering. Key external appointments Chairman of Activate Capital Non-Executive Director of Ryanair Non-Executive Director of W.A. Key external appointments Non-Executive Director of Non-Executive Director of TI Fluid Non-Executive Director of Foot Limited and Director of Oriel Holdings plc, Musgrave Group plc Baxter & Sons. Corbion N.V. Systems plc, FirstGroup plc and Locker Inc., and a director of The Windfarm Limited. and Dell Bank International DAC. Bakkavor Group plc. Menasha Corporation. Committee memberships NGC NGC ESG ESG DC DC RC DC RC AC DC AC DC AC DC RC AC RC  GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS  GOVERNANCE Name Dan O’Connor Róisín Brennan Paul Duffy Ilona Haaijer Jane Lodge Kimberly Underhill Job title Senior Independent Director and Non-Executive Director Non-Executive Director Job title Non-Executive Director Non-Executive Director Non-Executive Director Non-Executive Director Date of appointment 1 December 2014 1 January 2021 1 March 2021 Date of appointment 1 August 2022 1 November 2020 1 August 2022 Board tenure Eight full years Two full years One full year Board tenure Less than one full year Two full years Less than one full year | Skills and expertise | Strong, strategic leadership | Extensive strategic and financial | Experienced Chairman and Chief | Skills and expertise | Extensive and significant | In-depth knowledge of | Extensive and significant | | --- | --- | --- | --- | --- | --- | --- | --- | | | acquired from 30 years | advisory experience across many | Executive Officer with extensive | | leadership experience of | international business, | leadership experience in US and | | | international and financial | sectors including food and FMCG. | knowledge of the consumer and | | strategic development, change | management, corporate | international consumer products | | | services sector experience. | | beverage industry with significant | | management, mergers and | transactions, corporate | businesses, with particular | | | | | strategic and brand experience. | | acquisitions and leading complex, | governance and reporting gained | strength in product development, | | | | | | | global businesses in the food | from a successful career with | marketing, portfolio management, | | | | | | | ingredients and consumer sectors. | Deloitte. | brand-building, strategic planning | and international business development. | Experience | Dan O’Connor is currently | Róisín Brennan is a former Chief | Paul Duffy is a former Chairman | Experience | Ilona Haaijer is a former President | Jane Lodge is a former Senior | Kimberly Underhill is a former | | --- | --- | --- | --- | --- | --- | --- | --- | | | Chairman of Activate Capital | Executive of IBI Corporate Finance | and CEO of Pernod Ricard North | | and CEO of DSM Food Specialties, | Audit Partner of Deloitte with | Group President, Consumer | | | Limited and a Director of Oriel | Ltd and has over 20 years of | America, a global leader in the | | President of DSM Personal Care | extensive knowledge and | Business North America of | | | Windfarm Limited. He is former | investment banking experience, | Wine and Spirits industry. During | | and also previously served as | experience of international | Kimberly-Clark. During her 33 | | | Chairman of International | particularly advising public | his 25 year career with Pernod | | CEO of Bugaboo International, | businesses in a wide range of | year career with Kimberly-Clark, | | | Personal Finance plc and a former | companies in Ireland. She brings | Ricard, Paul held a number of | | CEO of Philips AVENT, Vice | sectors. Jane served on the | she held roles within research | | | Non-Executive Director of CRH | strong strategic and financial | senior management positions | | President Corporate Strategy | Deloitte UK Board of Partners | and engineering, operations and | | | plc. Dan is a former President | advisory experience across many | including Chairman and CEO roles | | of Royal Philips Electronics, | and was the UK Manufacturing | marketing. Kimberly served as | | | and Chief Executive Officer of GE | sectors including food and FMCG | at Pernod Ricard UK, The Absolut | | and as a Consultant at The | Industry Lead Partner. She | Global President, Kimberly-Clark | | | Consumer Finance Europe and a | to the Board. Róisín is currently a | Company (Sweden) and Irish | | Boston Consulting Group. Ilona | is currently a Non-Executive | Professional and as President, | | | former Senior Vice-President of | Non-Executive Director of Ryanair | Distillers. He served on the Pernod | | brings significant international | Director of TI Fluid Systems plc, | Consumer Europe. Kimberly | | | GE. He was Executive Chairman | Holdings plc, Musgrave Group | Ricard worldwide management | | experience of food ingredient and | FirstGroup plc and Bakkavor | is currently a Non-Executive | | | of Allied Irish Banks plc from | plc and Dell Bank International | executive committee. Paul is | | consumer oriented businesses | Group plc. She is a former Non- | Director of Foot Locker Inc., the | | | 2009 until 2010. A Fellow of | DAC. Formerly, she was a Non- | currently a director of W.A. Baxter | | and is currently a Non-Executive | Executive Director of Devro | global sportswear and footwear | | | Chartered Accountants Ireland. | Executive Director of DCC plc | & Sons, a United Kingdom Food | | Director of Corbion N.V., an | plc, Sirius Minerals plc, Costain | retailer listed on the New York | | | Dan graduated from University | from 2005 until 2016 and is also | Group and is a former director of | | Amsterdam based Euronext | Group plc and DCC plc. A Fellow | Stock Exchange. She also serves | | | College Dublin with a Bachelor of | a former Non-Executive Director | Corby Spirit and Wine Limited, | | listed food and bio-technology | of the Institute of Chartered | on the Board of Trustees of Theda | | | Commerce degree and Diploma in | of Hibernia REIT plc, Wireless | a leading Canadian marketer | | company. Formerly, she was a | Accountants in England and | Care Regional Medical Centre, | | | Professional Accounting. | Group plc, Coillte DAC and The | and distributor of spirits and | | Non-Executive Director of RPC | Wales, Jane graduated from | is a Director of The Menasha | | | | Irish Takeover Panel. A Fellow of | wines listed on the Toronto Stock | | Group plc and Royal Boskalis | University of Birmingham with a | Corporation (a privately held | | | | Chartered Accountants Ireland, | Exchange. Paul is a Fellow of | | Westminster N.V.. Ilona graduated | BSc in Geology. | company that is a packaging | | | | Róisín graduated from University | Chartered Accountants Ireland | | from the University of Groningen, | | manufacturer and provider of | | | | College Dublin with a Bachelor of | and is a graduate of Trinity | | Netherlands with an MA in | | supply chain solutions) and is | | | | Civil Law degree. | College Dublin. | | Business Economics. | | Co-Chair of Fox Cities United Way | Campaign. Formerly, Kimberly chaired the Network of Executive Women and was a Director of the Food Marketing Institute. Kimberly graduated from Milwaukee School of Engineering, USA with a MSc in Engineering Management, and Purdue University, USA with a BSc in Chemical Engineering. Key external appointments Chairman of Activate Capital Non-Executive Director of Ryanair Non-Executive Director of W.A. Key external appointments Non-Executive Director of Non-Executive Director of TI Fluid Non-Executive Director of Foot Limited and Director of Oriel Holdings plc, Musgrave Group plc Baxter & Sons. Corbion N.V. Systems plc, FirstGroup plc and Locker Inc., and a director of The Windfarm Limited. and Dell Bank International DAC. Bakkavor Group plc. Menasha Corporation. Committee memberships DC NGC ESG DC NGC RC AC DC RC ESG AC DC AC DC AC DC RC RC ### Key Nomination and Audit Development Environmental Social and Remuneration AC NGC ESG DC RC Governance Chair Committee Committee Governance Committee Committee Committee GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS   STRATEGIC FINANCIAL OTHER REPORT STATEMENTS INFORMATION ## Board of Directors and Senior Management continued ## Non-Executive Directors nominated by the Society Name Patsy Ahern Brendan Hayes John G Murphy John Murphy Patrick Murphy | Job title | Non-Executive Director | Non-Executive Director | Non-Executive Director | Job title | Non-Executive Director | Non-Executive Director | | --- | --- | --- | --- | --- | --- | --- | | | nominated by the Society | nominated by the Society | nominated by the Society | | nominated by the Society | nominated by the Society | | Date of appointment | 21 June 2018 2 June 2017 29 June 2010 | | | Date of appointment | 8 October 2020 26 May 2011 | | | Board tenure | Seven full years | 10 full years | 12 full years | Board tenure | Two full years 11 full years | | | | (over each of his terms) | (over each of his terms) | | | | | | Skills and expertise | Extensive knowledge of the global | Extensive knowledge of the global | Extensive knowledge of the global | Skills and expertise | Extensive knowledge of the global | Extensive knowledge of the global | | | food and beverage industry | food and beverage industry | food and beverage industry | | food and beverage industry | food and beverage industry | | | and significant experience in | and significant experience in | and significant experience in | | and significant experience in | and significant experience in | | | the governance and strategic | the governance and strategic | the governance and strategic | | the governance and strategic | the governance and strategic | | | management of a global business | management of a global business | management of a global business | | management of a global business | management of a global business | | | gained from his tenure on the | gained from his tenure on the | gained from his tenure on the | | gained from his tenure on the | gained from his tenure on the | | | boards of Tirlán Co-operative | boards of Tirlán Co-operative | boards of Tirlán Co-operative | | boards of Tirlán Co-operative | boards of Tirlán Co-operative | | | Society Limited and Glanbia plc. | Society Limited and Glanbia plc. | Society Limited and Glanbia plc. | | Society Limited and Glanbia plc. | Society Limited and Glanbia plc. | | Experience | Patsy Ahern farms at Sheanmore, | Brendan Hayes farms at | John G Murphy farms at | Experience | John Murphy farms at High Down | Patrick Murphy farms at | | --- | --- | --- | --- | --- | --- | --- | | | Ballyduff Upper, Co. Waterford | Ballyquinn, Carrick-on-Suir, Co. | Ballinacoola, Craanford, Gorey, | | Hill, Newcastle, Co Dublin. | Smithstown, Maddoxtown, Co. | | | and previously served two full | Waterford and previously served | Co. Wexford. John served as | | | Kilkenny. Patrick served as Group | | | years on the Board. Patsy has | four full years on the Board. He | Group Vice-Chairman between | | | Vice-Chairman until 8 October | | | completed the University College | was appointed Vice-Chairman | 2 June 2017 and 8 October 2020. | | | 2020 having served as Vice- | | | Cork Diploma in Corporate | of Tirlán Co-operative Society | John was appointed Chairman | | | Chairman for over five years over | | | Direction. | Limited (formerly Glanbia Co- | of Tirlán Co-operative Society | | | two separate terms. He is Vice- | | | | operative Society Limited) on | Limited (formerly Glanbia | | | Chairman of Tirlán Co-operative | | | | 8 October 2020. Brendan has | Co-operative Society Limited) | | | Society Limited (formerly Glanbia | | | | completed the University College | on 8 October 2020. John has | | | Co-operative Society Limited). | | | | Cork Diploma in Corporate | completed the University College | | | Patrick is a Director of Farmer | | | | Direction. | Cork Diploma in Corporate | | | Business Developments plc. | Direction. Key external appointments Director of Tirlán Co-operative Vice-Chairman of Tirlán Co- Chairman of Tirlán Co-operative Key external appointments Director of Tirlán Co-operative Vice-Chairman of Tirlán Co- Society Limited and Irish Co- operative Society Limited. Society Limited. Society Limited. operative Society Limited and operative Organisation Society Director of Farmer Business Limited. Developments plc. ESG  GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS  GOVERNANCE Name Patsy Ahern Brendan Hayes John G Murphy John Murphy Patrick Murphy | Job title | Non-Executive Director | Non-Executive Director | Non-Executive Director | Job title | Non-Executive Director | Non-Executive Director | | --- | --- | --- | --- | --- | --- | --- | | | nominated by the Society | nominated by the Society | nominated by the Society | | nominated by the Society | nominated by the Society | | Date of appointment | 21 June 2018 2 June 2017 29 June 2010 | | | Date of appointment | 8 October 2020 26 May 2011 | | | Board tenure | Seven full years | 10 full years | 12 full years | Board tenure | Two full years 11 full years | | | | (over each of his terms) | (over each of his terms) | | | | | | Skills and expertise | Extensive knowledge of the global | Extensive knowledge of the global | Extensive knowledge of the global | Skills and expertise | Extensive knowledge of the global | Extensive knowledge of the global | | | food and beverage industry | food and beverage industry | food and beverage industry | | food and beverage industry | food and beverage industry | | | and significant experience in | and significant experience in | and significant experience in | | and significant experience in | and significant experience in | | | the governance and strategic | the governance and strategic | the governance and strategic | | the governance and strategic | the governance and strategic | | | management of a global business | management of a global business | management of a global business | | management of a global business | management of a global business | | | gained from his tenure on the | gained from his tenure on the | gained from his tenure on the | | gained from his tenure on the | gained from his tenure on the | | | boards of Tirlán Co-operative | boards of Tirlán Co-operative | boards of Tirlán Co-operative | | boards of Tirlán Co-operative | boards of Tirlán Co-operative | | | Society Limited and Glanbia plc. | Society Limited and Glanbia plc. | Society Limited and Glanbia plc. | | Society Limited and Glanbia plc. | Society Limited and Glanbia plc. | | Experience | Patsy Ahern farms at Sheanmore, | Brendan Hayes farms at | John G Murphy farms at | Experience | John Murphy farms at High Down | Patrick Murphy farms at | | --- | --- | --- | --- | --- | --- | --- | | | Ballyduff Upper, Co. Waterford | Ballyquinn, Carrick-on-Suir, Co. | Ballinacoola, Craanford, Gorey, | | Hill, Newcastle, Co Dublin. | Smithstown, Maddoxtown, Co. | | | and previously served two full | Waterford and previously served | Co. Wexford. John served as | | | Kilkenny. Patrick served as Group | | | years on the Board. Patsy has | four full years on the Board. He | Group Vice-Chairman between | | | Vice-Chairman until 8 October | | | completed the University College | was appointed Vice-Chairman | 2 June 2017 and 8 October 2020. | | | 2020 having served as Vice- | | | Cork Diploma in Corporate | of Tirlán Co-operative Society | John was appointed Chairman | | | Chairman for over five years over | | | Direction. | Limited (formerly Glanbia Co- | of Tirlán Co-operative Society | | | two separate terms. He is Vice- | | | | operative Society Limited) on | Limited (formerly Glanbia | | | Chairman of Tirlán Co-operative | | | | 8 October 2020. Brendan has | Co-operative Society Limited) | | | Society Limited (formerly Glanbia | | | | completed the University College | on 8 October 2020. John has | | | Co-operative Society Limited). | | | | Cork Diploma in Corporate | completed the University College | | | Patrick is a Director of Farmer | | | | Direction. | Cork Diploma in Corporate | | | Business Developments plc. | Direction. Key external appointments Director of Tirlán Co-operative Vice-Chairman of Tirlán Co- Chairman of Tirlán Co-operative Key external appointments Director of Tirlán Co-operative Vice-Chairman of Tirlán Co- Society Limited and Irish Co- operative Society Limited. Society Limited. Society Limited. operative Society Limited and operative Organisation Society Director of Farmer Business Limited. Developments plc. ESG ### Key Nomination and Audit Development Environmental Social and Remuneration AC NGC ESG DC RC Governance Chair Committee Committee Governance Committee Committee Committee GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS   STRATEGIC FINANCIAL OTHER REPORT STATEMENTS INFORMATION ## Board of Directors and Senior Management continued ## Senior management, Group Operating Executive Name Ian Doyle Hugh McGuire Michael Patten Brian Phelan Sue Sweem Liam Hennigan | Job title | Chief Corporate Development | CEO Glanbia Performance | Chief ESG & Corporate Affairs | Job title | CEO Glanbia Nutritionals Chief Human Resources Officer Group Secretary and | | | --- | --- | --- | --- | --- | --- | --- | | | Officer | Nutrition | Officer | | | Head of Investor Relations | | Date of appointment | 4 January 2022 1 June 2013 11 December 2014 | | | Date of appointment | 1 January 2004 1 December 2021 4 April 2022 | | | Tenure | One full year Nine full years Eight full years | | | Tenure | 19 full years One full year Less than one full year | | Skills and expertise A deep knowledge of international Experienced chief executive Internationally experienced senior Skills and expertise Experienced chief executive A deep knowledge of global In-depth knowledge of the corporate finance with extensive officer who has extensive leader with a deep understanding officer who has extensive human resources management consumer goods sector, strategy, experience negotiating and strategic, corporate development of leadership and culture, ESG, strategic, commercial and with expertise in organisation finance, restructuring, mergers, structuring complex acquisitions, and acquisition experience. Strong reputation and policy agendas corporate development development shaping the culture acquisitions, capital markets and divestitures, investments and leadership qualities acquired in the global food and beverage experience. Strong leadership and capabilities of the business, communications. partnerships. from a successful career within sector. qualities acquired from a and supporting the integration of Glanbia. successful career within Glanbia. acquisitions. | Experience | Ian Doyle is Chief Corporate | Hugh McGuire is CEO of Glanbia | Michael Patten is Chief | Experience | Brian Phelan was appointed | Sue Sweem is Chief Human | Liam Hennigan was appointed | | --- | --- | --- | --- | --- | --- | --- | --- | | | Development Officer and | Performance Nutrition. Hugh was | Environmental Social Governance | | as CEO of Glanbia Nutritionals | Resources Officer and has | Group Secretary and Head of | | | responsible for identifying | appointed to the Board on 1 June | (“ESG”) & Corporate Affairs | | on 1 June 2013 and served as a | responsibility for the strategic | Investor Relations on 4 April 2022, | | | partnership, acquisition and new | 2013 and served as a Director of | Officer and has responsibility | | Director of the Company between | leadership of Group Human | having previously held the position | | | business opportunities globally. | the Company between June 2013 | for the development and | | January 2013 and April 2019. | Resources. Previously, she | of Group Director of Strategic | | | Prior to joining Glanbia, he was | and April 2019. Hugh joined the | implementation of our ESG | | Brian was previously Group | was Chief People Officer for | Planning and Investor Relations. | | | Managing Director in the North | Group in 2003 and has been CEO | strategy, strategic leadership of | | Human Resources & Operations | Glanbia Performance Nutrition | Liam joined the Group in 2014 as | | | American Consumer Retail | of Glanbia Performance Nutrition | the Group’s global reputation, | | Development Director from 2004 | (“GPN”) from 2015 to 2021 and | Head of Investor Relations and | | | Group of Nomura Securities | since 2008. Prior to that he held | public affairs and sustainability | | to 2012. He is the Chairman of | held other HR positions in GPN | later took on added responsibility | | | with responsibility for food and | a number of senior management | agenda. Previously Michael | | Glanbia Cheese Limited. Since | since joining in 2012. Prior to | for Strategic Planning. Liam | | | beverage companies. Previously | roles in the Group. He previously | was Glanbia’s Chief Human | | joining the Group in 1993, he | joining Glanbia, Sue was a HR | previously worked as a Corporate | | | Ian was based in London and | worked for McKinsey & Company | Resource Officer. Prior to joining | | has held a number of senior | Director at Walgreens and gained | Finance Director with PwC and | | | was part of Lehman Brothers’ | as a consultant across a range of | the Group, Michael was Global | | management positions. Prior | international experience while | prior to that at Diageo plc where | | | European investment banking | industry sectors. Prior to this he | Public Affairs Director with | | to this, he worked with KPMG. | serving as Head of HR in the US | he worked in brand innovation and | | | business. He holds a degree in | worked in the consumer products | Diageo plc. He previously served | | He graduated from University | for AkzoNobel, a global company | marketing procurement. Liam has | | | Business Studies and German | industry with Nestle and Leaf. | with the Group as Director of | | College Cork with a Bachelor of | based in The Netherlands. Sue | lived and worked extensively in | | | from Trinity College Dublin. | Hugh graduated from University | Communications. Michael | | Commerce degree and is a Fellow | holds a PhD in Organization | the UK, USA, Spain and Ireland. He | | | | College Dublin with an M.Sc. in | is currently a Non-Executive | | of Chartered Accountants Ireland. | Development from Benedictine | holds a degree in Food Technology | | | | Food Science. He has a Diploma | Director of the Irish Management | | | University, a Master’s degree in HR | from University College Cork, | | | | in Finance from the Association of | Institute (IMI). Michael holds a BA | | | & Industrial Relations from Loyola | Ireland as well as an MBA from | | | | Chartered Certified Accountants | in Communication Studies from | | | University and a BS in Sociology | IE Business School, Spain and a | | | | Ireland. | Dublin City University and is an | | | from Iowa State University. | diploma in Accounting from the | | | | | Honorary Life Fellow of the Public | | | | Association of Chartered Certified | | | | | Relations Institute of Ireland. | | | | Accountants. | Michael is a Chartered Director with the Institute of Directors. Key external appointments None. Director of ClonBio Group Limited. Non-Executive Director of the Irish Key external appointments None. None. None. Management Institute (IMI)  GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS  GOVERNANCE Name Ian Doyle Hugh McGuire Michael Patten Brian Phelan Sue Sweem Liam Hennigan | Job title | Chief Corporate Development | CEO Glanbia Performance | Chief ESG & Corporate Affairs | Job title | CEO Glanbia Nutritionals Chief Human Resources Officer Group Secretary and | | | --- | --- | --- | --- | --- | --- | --- | | | Officer | Nutrition | Officer | | | Head of Investor Relations | | Date of appointment | 4 January 2022 1 June 2013 11 December 2014 | | | Date of appointment | 1 January 2004 1 December 2021 4 April 2022 | | | Tenure | One full year Nine full years Eight full years | | | Tenure | 19 full years One full year Less than one full year | | Skills and expertise A deep knowledge of international Experienced chief executive Internationally experienced senior Skills and expertise Experienced chief executive A deep knowledge of global In-depth knowledge of the corporate finance with extensive officer who has extensive leader with a deep understanding officer who has extensive human resources management consumer goods sector, strategy, experience negotiating and strategic, corporate development of leadership and culture, ESG, strategic, commercial and with expertise in organisation finance, restructuring, mergers, structuring complex acquisitions, and acquisition experience. Strong reputation and policy agendas corporate development development shaping the culture acquisitions, capital markets and divestitures, investments and leadership qualities acquired in the global food and beverage experience. Strong leadership and capabilities of the business, communications. partnerships. from a successful career within sector. qualities acquired from a and supporting the integration of Glanbia. successful career within Glanbia. acquisitions. | Experience | Ian Doyle is Chief Corporate | Hugh McGuire is CEO of Glanbia | Michael Patten is Chief | Experience | Brian Phelan was appointed | Sue Sweem is Chief Human | Liam Hennigan was appointed | | --- | --- | --- | --- | --- | --- | --- | --- | | | Development Officer and | Performance Nutrition. Hugh was | Environmental Social Governance | | as CEO of Glanbia Nutritionals | Resources Officer and has | Group Secretary and Head of | | | responsible for identifying | appointed to the Board on 1 June | (“ESG”) & Corporate Affairs | | on 1 June 2013 and served as a | responsibility for the strategic | Investor Relations on 4 April 2022, | | | partnership, acquisition and new | 2013 and served as a Director of | Officer and has responsibility | | Director of the Company between | leadership of Group Human | having previously held the position | | | business opportunities globally. | the Company between June 2013 | for the development and | | January 2013 and April 2019. | Resources. Previously, she | of Group Director of Strategic | | | Prior to joining Glanbia, he was | and April 2019. Hugh joined the | implementation of our ESG | | Brian was previously Group | was Chief People Officer for | Planning and Investor Relations. | | | Managing Director in the North | Group in 2003 and has been CEO | strategy, strategic leadership of | | Human Resources & Operations | Glanbia Performance Nutrition | Liam joined the Group in 2014 as | | | American Consumer Retail | of Glanbia Performance Nutrition | the Group’s global reputation, | | Development Director from 2004 | (“GPN”) from 2015 to 2021 and | Head of Investor Relations and | | | Group of Nomura Securities | since 2008. Prior to that he held | public affairs and sustainability | | to 2012. He is the Chairman of | held other HR positions in GPN | later took on added responsibility | | | with responsibility for food and | a number of senior management | agenda. Previously Michael | | Glanbia Cheese Limited. Since | since joining in 2012. Prior to | for Strategic Planning. Liam | | | beverage companies. Previously | roles in the Group. He previously | was Glanbia’s Chief Human | | joining the Group in 1993, he | joining Glanbia, Sue was a HR | previously worked as a Corporate | | | Ian was based in London and | worked for McKinsey & Company | Resource Officer. Prior to joining | | has held a number of senior | Director at Walgreens and gained | Finance Director with PwC and | | | was part of Lehman Brothers’ | as a consultant across a range of | the Group, Michael was Global | | management positions. Prior | international experience while | prior to that at Diageo plc where | | | European investment banking | industry sectors. Prior to this he | Public Affairs Director with | | to this, he worked with KPMG. | serving as Head of HR in the US | he worked in brand innovation and | | | business. He holds a degree in | worked in the consumer products | Diageo plc. He previously served | | He graduated from University | for AkzoNobel, a global company | marketing procurement. Liam has | | | Business Studies and German | industry with Nestle and Leaf. | with the Group as Director of | | College Cork with a Bachelor of | based in The Netherlands. Sue | lived and worked extensively in | | | from Trinity College Dublin. | Hugh graduated from University | Communications. Michael | | Commerce degree and is a Fellow | holds a PhD in Organization | the UK, USA, Spain and Ireland. He | | | | College Dublin with an M.Sc. in | is currently a Non-Executive | | of Chartered Accountants Ireland. | Development from Benedictine | holds a degree in Food Technology | | | | Food Science. He has a Diploma | Director of the Irish Management | | | University, a Master’s degree in HR | from University College Cork, | | | | in Finance from the Association of | Institute (IMI). Michael holds a BA | | | & Industrial Relations from Loyola | Ireland as well as an MBA from | | | | Chartered Certified Accountants | in Communication Studies from | | | University and a BS in Sociology | IE Business School, Spain and a | | | | Ireland. | Dublin City University and is an | | | from Iowa State University. | diploma in Accounting from the | | | | | Honorary Life Fellow of the Public | | | | Association of Chartered Certified | | | | | Relations Institute of Ireland. | | | | Accountants. | Michael is a Chartered Director with the Institute of Directors. Key external appointments None. Director of ClonBio Group Limited. Non-Executive Director of the Irish Key external appointments None. None. None. Management Institute (IMI) GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS   STRATEGIC FINANCIAL OTHER REPORT STATEMENTS INFORMATION ## Corporate Governance Report continued ## Board Leadership and Company Purpose The Board recognises the different interests of our stakeholder groups and the impact the delivery of our strategic priorities will have upon them. As outlined on pages 52 and 53, stakeholder engagement occurs at all levels of the organisation. The Board monitors and contributes to regular dialogue taking place with stakeholders. • Held a Capital Markets Day in November. The event provided ### Shareholder engagement an opportunity for the senior management team to update the market on the Group’s strategy and 2022 – 2025 financial Communications with shareholders are given high priority and ambition. The event included a presentation on various the Group devotes considerable time and resources each year to aspects of Glanbia’s operations and strategy and an shareholder engagement. Effective dialogue is an integral opportunity for investors and analysts to meet with Glanbia’s element of good corporate governance. The Investor Relations wider management team. team, together with the Group Chairman, Group Managing • Announced the appointment of Barclays Bank plc and Morgan Director, Group Finance Director and other senior executives Stanley & Co International plc as its UK corporate brokers regularly meet with shareholders. Details on the issues covered in alongside its existing Irish corporate broker J&E Davy. those meetings and the views of shareholders are circulated to • Attended a number of investor conferences following the the Board regularly. Capital Markets Day to engage with shareholders following the event. A brief outline of the nature of the activities undertaken by our Investor Relations Team in 2022 which included 12 conferences For more information see pages 52 and 53 and over 200 investor meetings are set out below. ###  Shareholder engagement Employee engagement First Quarter  • Released the Full Year Results, along with accompanying Regular and ongoing engagement with employees is key to presentation, webcast and conference call. attracting, developing and retaining a talented, dedicated and • Investor Roadshows: held following the release of formal motivated workforce which ensures the successful delivery of our announcements. strategy and achievement of our purpose. We aim to build a • Media Briefings: the Company provided media briefings and trusting, respectful and inclusive culture where our people feel interviews on various issues. valued, engaged and fulfilled. As Workforce Engagement • Industry Conferences: attended key sector and investor Director, Group Chairman Donard Gaynor provides regular conferences affording members of the senior management feedback to the Board on employee engagement activities team the opportunity to engage with key investors and during the year. The global survey of employees known as ‘Your analysts. Voice’ is carried out annually and its findings are reviewed by the Board. The Board is also provided with feedback on the global Second Quarter  priorities and plans to address the matters raised by employees • Released the Interim Management Statement, along with in the survey and in ongoing dialogue and focus groups. These accompanying presentation, webcast and conference call; employee surveys provide valuable insights into what is valued • 2022 Annual General meeting. and seen as corporate norms. As part of the feedback from the • Investor presentation made available on the Group’s website 2022 survey, the Board was pleased to note improvements in our and an analyst event held in London, UK. key focus areas of wellbeing, communication and acting on • Completed investor perceptions survey. The Group Chairman employee feedback. In addition, the Board also received regular completed a number of shareholder engagements. updates on the health, safety and wellbeing of employees. Third Quarter  For more information see pages 20-23 • Released the Half Year Results, along with accompanying presentation, webcast and conference call. ### • Investor Roadshows: held following the release of formal Customers and consumers announcements. • Completed engagement with shareholders on Resolution 14 Maintaining a broad portfolio of consumer brands and (the share buyback resolution) following the Company’s AGM nutritional ingredients is key for our customers and consumers. on 5 May 2022. Glanbia consulted with, and received support The Board regularly reviews both innovation and inorganic from, a number of its independent shareholders on the use of opportunities to enhance the Group’s portfolio and to ensure share buybacks as a capital allocation tool, where that it has sufficient breadth and depth in its portfolio to meet appropriate. The feedback received was that in general consumer demand. The Board is also constantly exploring new shareholders believed share buybacks are a helpful additional ways to meet consumers’ and customers’ needs by listening to capital allocation tool. consumers’ needs and collaborating with our customers. Furthermore, we consider customer and consumer engagement Fourth Quarter  matters as part of the overall Group sustainability strategy. We • Released the Interim Management Statement and published also assess recommendations in respect of our brands’ ESG targets for the Group, along with accompanying positioning and focuses on household penetration, net promoter presentation, webcast and conference call. scores and consumption rates.  GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS  GOVERNANCE In terms of the Group’s investment in Research & Development activities, the Board, together with management, ensures focus ### is given to those projects that can best meet customers’ needs Purpose, values and culture and thereby enable the Group to achieve its purpose and Purpose strategic objectives in relation to revenue growth, margin We have a clear purpose to deliver better nutrition for every expansion, return on investment and enabling the delivery of step of life’s journey. Our purpose communicates the Better Nutrition in a more environmentally sustainable manner. Group’s strategic direction and intentions to our employees and wider stakeholders. Due to its importance, it is regularly For more information see pages 24-43 reviewed by the Board. In 2022 we refreshed our purpose and brand identity to ### Local communities reflect how the organisation has grown and evolved over the past number of years. During the year the Board Our vision is to have a positive social and economic impact on approved a new corporate brand identity which was rolled our communities, by promoting health and wellbeing while out as part of the Group’s Capital Markets Day in protecting the environment. The Board considers the November2022. maintenance of close and supportive relationships with the communities in which Glanbia operates to be of particular Our values importance to the Group. We aim to create long-term value for Glanbia has a very distinct set of values which articulate the the communities in which we live, work, source and sell. By qualities we embody and our underlying approach to doing ensuring we empower people, increase their access to business. Our values are embedded in our operational opportunities and champion inclusion and diversity, we can help practices through the policies approved by the Board and build thriving communities and strengthen our business. The the direct oversight and involvement of the Executive Board considers local community engagements as part of the Directors. Glanbia’s values of: Customers’ champion; overall Group sustainability strategy. We support and receive Performance matters; Find a better way; Winning together; | updates on Glanbia’s involvement in local communities and | and Showing Respect are the code by which the Group | | --- | --- | | charitable partnerships. | operates both internally and externally. | | For more information see page 61 | Our culture | Our business spans several continents, but our culture is universal. Our culture has developed from our values and is ### Suppliers and business partners a key strength of our business. Fuelled by a positive growth mindset, Glanbia leaders inspire and empower others to As a Group, we are committed to excellence in food safety and maximise their potential. The Board reinforces our culture quality and adhere to international standards at our and values through its decisions, strategy and conduct. The manufacturing sites. We take environmental stewardship Board monitors the Group’s culture through several cultural seriously, supporting our suppliers and safeguarding animal indicators such as: welfare and life on land. The Board, together with management, • management’s attitude to risk; ensure that the organisation works with suppliers who provide • health and safety data; and raw materials to the required safety and quality standards, • compliance with the Group’s policies and procedures: produced on a sustainable basis and with the proper regard for - key performance indicators, including staff retention; the fair treatment of workers across the supply chain. Our - messages received via the Group’s whistleblowing suppliers must be compliant with the regulations and social ‘Speak-Up’ system; customs of the countries in which they operate. The Board - promptness of payments to suppliers; receives updates on the operation of the Group procurement - independent assurance is sought via the internal audit function and supply chain priorities and initiatives, and we function and other outsourced advisers; and continuously engage with dairy producers as part of the review - employee surveys. of our joint venture operations. A key consideration during our recruitment process is a For more information see page 60 potential candidate’s ‘fit’ with our culture and values. We reinforce our culture and values during our induction programme, town halls, and monitor our employees’ ‘fit’ ### Government and Non-Governmental through performance appraisals. Our senior management ### Organisations (NGOs) teams undertake training to ensure they are supporting their teams and encouraging the behaviours which align As a Board we are cognisant of the regulatory environment in with our culture. During 2022, management training which we operate. The Board engages indirectly with covered recognising and supporting mental health government, regulators and policy makers through regular concerns, diversity and inclusion, and unconscious bias. reports from Senior Executive Team and management. In particular, the Board has received regular briefings during the In addition, the Board received regular updates from the year on the macro economic environment, world events and Group Managing Director and Chief Human Resources emerging geopolitical trends. Management also provided the Officer on the health, safety and wellbeing of employees. Board with an analysis of potential developments in regulation and tax policies. For more information see pages 20- 23. For more information see pages 52 and 53 GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS   STRATEGIC FINANCIAL OTHER REPORT STATEMENTS INFORMATION ## Corporate Governance Report continued ## Board Leadership and Company Purpose ###  Board highlights The Board is responsible for promoting the long-term sustainable success of the Group to generate value for its stakeholders and contribute to the wider society. The Board recognises that the alignment of the Group’s purpose, strategy and culture is a cornerstone of its leadership role and critical to our success. The following pages provide an overview of a range of matters that the Board considered at its meetings. These are non-exhaustive and detail the breadth of oversight provided by the Board in order to discharge responsible leadership. The Board considerations in relation to stakeholder engagement can be found on pages 52 and 53. ### Key Board Considerations Strategy and performance • The Board had a strong focus on shareholder value creation and returns. Further details are available • The Board continues to perform its duties and functions with the Group’s on pages 14-19 purpose of delivering ‘Better Nutrition’ front and centre of its decision making. • In August 2022, the Board approved the raising of full year guidance from 9% to 13% adjusted EPS growth constant currency. • In November 2022, the Board approved the strategic growth ambitions outlined at the Group’s Capital Markets Day on 9 November 2022 for the three years to 2025. • The Board focused on feedback from its shareholders on strategy and performance throughout the year. Sterling Technology, • The Board approved and completed the acquisition of Sterling Further details are available LLC Acquisition Technology, LLC, a bioactive ingredients business based in Brookings, on page 45 South Dakota. Disposal of Glanbia plc’s • On 1 April 2022, the Board oversaw the sale of the Company’s Further details are available % interest in Glanbia minority interest in Glanbia Ireland (Tirlán) to the Society for €307 million. on pages 44 and 48 Ireland (Tirlán) • Following this disposal the Board commenced a review of the Group’s structure and growth strategy. Share buyback • Share buybacks of €173.5 million were approved by the Board. Further details are available programmes on pages 45 and 48 Group sustainability • The Board appointed a New Senior Vice President for Sustainability Further details are available strategy and Vice President of Diversity, Equity & Inclusion with strong on pages 50-67 organisation development put in place. • The Board approved an upgraded Scope 1 and 2 carbon emissions target in line with the 1.5 degrees Celsius pathway. • The Board oversaw the completion of energy audits across the seven largest Group operational sites, with detailed energy efficiency planning, and validation of emissions reduction assessments. • A specialist sustainability firm delivered environmental sustainability Board training in October 2022.  GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS  GOVERNANCE ### Key Board Considerations Diversity, equity and • During the year, the Board launched ERGs for female, multicultural Further details are available inclusion (DE&I) and LGBTQIA+ employees. on page 22 • The Board is dedicated to meeting its diversity targets for Board members and senior leadership roles. Female management representation targets were built into annual incentives. • The Board focused on equipping talent acquisition with the resources to attract and source under represented talent and educate hiring managers on inclusive hiring practices. • The Board rolled out unconscious bias training for all employees and Inclusive Leadership training for the Group Senior Leadership which was conducted by Korn Ferry. • The Board published its first gender pay gap report in December 2022. • The Board placed an emphasis on employee engagement, awareness and impact. The Board rolled out a pulse employee engagement survey in June. The Group inclusion index score increased by 2.5 points. Capital investment • Glanbia’s total investment in capital expenditure (tangible and intangible Further details are available assets) was €68.9 million (2021: €77.5 million). Strategic investment on page 48 totalled €49.5 million which related mainly to ongoing capacity enhancement and business integrations to drive further efficiencies in operations. • The Board is focused on cash generation, disciplined cash management, accretive M&A and balancing investment and return of capital to shareholders. Financing and refinancing • In December 2022, the Group successfully renewed its debt facilities, and Further details are available at the year end had committed debt facilities of €1.21 billion (FY 2021: on page 48 €1.16 billion) with a weighted average maturity of 5.8 years (FY 2021: 3.9 years). Glanbia’s ability to generate cash and its available debt facilities ensure the Group has considerable capacity to finance future investment. | Development Committee | • A new Development Committee was established on 24 February 2022 | Further details are available | | --- | --- | --- | | | to assist the Board in assessing new corporate development | on page 95 and members | | | opportunities. | are listed on pages 83-87 | • Following the disposal of the Group’s interest in Glanbia Ireland (Tirlán) the Development Committee reviewed the Group’s portfolio with support from its advisors. This re-emphasised a focus on the Group’s two growth platforms of GPN and GN, strategic joint ventures and M&A strategy to acquire targets across GPN and Nutritional Solutions (“NS”). Cybercrime prevention • The Board considered the strategic review of the Group’s IT organisation Further details are available and security programme and services, cyber security and anti-fraud controls. on pages 74 and 75 • This included a review of the protocols the Group would follow in the event of an attack, based on a protect, detect, respond and recover model. • A new Group Ransomware Response Policy was adopted. • Management response simulation testing was performed to assess the completeness of protocols and internal capabilities. • Email phishing simulation exercises were conducted with the wider workforce to raise awareness in this area. Financing and Cybercrime prevention Development Capital investment Diversity, equity and renancing and security Committee inclusion (DE&I) programme GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS   STRATEGIC FINANCIAL OTHER REPORT STATEMENTS INFORMATION ## Corporate Governance Report continued ## Board Leadership and Company Purpose continued ###  Board highlights continued ### Key Board Considerations Mitigating inflation • The Group’s financial priority has been its financial strength and Further details are available mitigating inflation to keep its strong position. on page 76 • As we recover from the worst of the Covid-19 pandemic, supply chain issues remain a concern. Along with the outbreak of war in Ukraine and soaring energy prices, inflation has been identified as a major risk by the Board. • Supported by the Board, significant action is being taken across the Group to mitigate inflation with the implementation of operational efficiencies, and pricing increases. Dividend payments • The Board is recommending a final dividend of 19.28 cent per share Further details are available (FY 2021: 17.53 cent per share) which brings the total dividend for the on page 49 year to 32.21 cent per share, representing an increase of 10% for the prior year. The final dividend will be paid on 5 May 2023 to shareholders on the register of members as at 24 March 2023. | Board renewal | • Two new Independent Non-Executive Directors were appointed | Board biographical details | | --- | --- | --- | | | on 1 August 2022, Kimberly Underhill and Ilona Haaijer. | are available on pages | | | • Patrick Coveney and Vincent Gorman retired from the Board | 83-87 | on 30 March 2022 and 5 May 2022 respectively. • Liam Hennigan replaced Michael Horan and was appointed as Group Secretary and Head of Investor Relations on 4 April 2022. Directors’ Remuneration • During 2021 the Remuneration Committee completed a review of Further details are available Policy – the Directors’ Remuneration Policy to ensure that delivery of an on page 123 ambitious Group strategy is appropriately incentivised while maintaining focus on strong financial discipline. The Directors’ Remuneration Policy for 2022–2024 received 87.91% approval of shareholders at the 2022 AGM. Corporate brokers • The Board approved the appointment of Barclays Bank plc and Further details are available Morgan Stanley & Co International plc as UK corporate brokers on page 90 alongside its existing Irish corporate broker J&E Davy. External Group audit • An external quality assessment of the Internal Audit function was Further details are available evaluation conducted in 2022 by PwC. on page 107 • The review noted that the Internal Audit function is providing effective assurance to management and the Audit Committee and is operating in general compliance with the Institute of Internal Auditors Standards with no material issues arising. Research & Development • The Board approved an upgrade of GN R&D facility in Kilkenny, Ireland. Further details on capital facility in Kilkenny, Ireland The new enhanced R&D facility will allow GN teams to better deliver expenditure on research and innovative solutions to their EMEA-based food and beverage, lifestyle development are available and nutrition brand customers as a key part of their market strategy in Note 5 to the Financial in the EMEA region. Statements on page 190 | Board composition External Group audit Research and Corporate brokers | | --- | | Directors’ Remunera- Dividend payments | | evaluation Mitigating Ination | | tion Policy 2018-2020 Development facility | in Kilkenny  GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS  GOVERNANCE ## Division of Responsibilities The Board is responsible for establishing the Group’s purpose, values and strategy, promoting its culture, overseeing its conduct and affairs, and for promoting the success of the Group for the benefit of its members and stakeholders. It discharges some of its responsibilities directly and others through its Committee framework, the Group Operating Executive and Group Senior Leadership Team. A description of the Governance Framework as at 31 December 2022 is set out below. ### Board ### Board Committees Audit ESG Nomination and Remuneration Development Committee Committee Governance Committee Committee Committee Key activities: review of Key activities: oversight of Key activities: making Key activities: review of Key activities: assist the Annual Report and the ESG programme, the recommendations on Executive Directors’ Board in assessing new Financial Statements and Group sustainability appointments to the Board salaries and benefits, corporate development statutory Auditor’s strategy, Pure Food + Pure (including the Group approval of annual opportunities. independence and fees, Planet and the Diversity, Chairman), senior incentive targets, internal controls, risk Equity and Inclusion Policy, management succession long-term incentive share management systems, monitoring progress planning, review of the awards, review of post-acquisition reviews against key performance independence and time Non-Executive Directors’ and the effectiveness of indicators and external ESG commitment of Non- fees and compliance with the Group Internal Audit index results, overseeing Executive Directors and the relevant codes. and Group Finance progress on ESG keeping under review functions. commitments and targets corporate governance and monitoring and developments to ensure reviewing the Group’s Group governance quality, health and safety practices remain in line (“QHS”) performance to with best practice. support continuous improvement and transparency regarding the Group’s QHS performance. Managing Director ### Group Management Group Operating Executive Group Senior Leadership Team This group is comprised of the two Executive Directors, the CEO of This team includes the Group Operating Executive and the Group’s GPN, the CEO of GN, the Chief Human Resources Officer, the Chief senior business and functional leaders. Key activities: to create Corporate Development Officer and the Chief ESG & Corporate alignment and drive delivery of the Group’s business plans. Affairs Officer. Key activities: monitoring performance and making strategic recommendations to the Board. This forum is also the Group Risk Committee and the Group Investment Committee. The Disclosure Committee is in place to oversee the timely and accurate disclosure of all information required to be so disclosed by the Company to meet the legal and regulatory obligations required by its stock exchange listings. It also continues to assist in the design, implementation and periodic evaluation of disclosure controls and procedures. The Disclosure Committee comprises of the Group Managing Director, the Group Finance Director, the Group Secretary and Head of Investor Relations and the Group Financial Controller. The following are the key matters Statements and Full Year Results, • assessment of the Group’s viability and reserved for the Board: approval of the Annual Report and ability to continue as a going concern; • approval of the Group’s strategic plan, Financial Statements, approval of any • capital expenditure, including annual oversight of the Group’s operations significant changes in accounting approval of capital expenditure and review of performance in light of policies or practices and ensuring budgets and any material changes to the Group’s strategy, objectives, maintenance of appropriate internal them in line with the Group-wide policy business plans and budgets, ensuring control and risk management systems; on capital expenditure; that any necessary corrective/ • appointment and removal of Directors; • dividend policy, including annual transformative action is taken; • ensuring the Annual Report and review of the dividend policy and • ultimate oversight of risk, including Financial Statements present a fair, declaration of the interim dividend and determining the Group’s risk profile balanced and understandable recommendation of the final dividend; and risk appetite; assessment of the Group’s position and • shareholder documentation, including • approval of acquisitions, disposals, prospects and provides the approval of resolutions and share buybacks and other transactions information necessary for shareholders corresponding documentation to be outside delegated limits; to assess the Group’s position, put to the shareholders and approval • financial reporting and controls, performance, business model and of all press releases concerning including approval of the Half Year strategy; matters decided by the Board; and Results, Interim Management • key business policies. GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS   STRATEGIC FINANCIAL OTHER REPORT STATEMENTS INFORMATION ## Corporate Governance Report continued ## Division of Responsibilities ### Board and Committee meeting attendance Environmental and Social Nomination and Years on Audit Governance Governance Remuneration Director the Board Scheduled Unscheduled Committee Committee Committee Committee D Gaynor 9 7/7 7/7 3/3 5/5 6/6 S Talbot 13 7/ 7 7/7 3/3 P Ahern 7 7/7 7/7 R Brennan 2 7/7 7/7 5/5 6/6 1 P Coveney 8 1/1 1/1 3/3 1/1 P Duffy 2 7/7 7/7 8/8 6/6 M Garvey 9 7/7 7/7 2 V Gorman 8 2/2 2/3 3,5 I Haaijer less than 1 4/4 2/2 1/2 1/1 B Hayes 10 7/7 7/7 J Lodge 2 7/7 6/7 8/8 6/6 5 JG Murphy 12 7/7 7/7 2/3 J Murphy 2 7/7 7/7 P Murphy 11 7/7 6/7 D O’Connor 8 7/7 7/7 6/6 1/1 5/5 4/4 4 K Underhill less than 1 4/4 2/2 2/2 2/2 1 P Coveney retired from the Board on 30 March 2022 The Board held seven scheduled Board meetings and seven unscheduled Board 2 V Gorman retired from the Board on 5 May 2022 meetings in 2022. Unscheduled meetings were held as and when required 3 I Haaijer was appointed to the Board on 1 August 2022 throughout the year. 4 K Underhill was appointed to the Board on 1 August 2022. 5 Ilona Haaijer was unable to attend one Audit Committee meeting and John G Murphy was unable to attend one ESG Committee meeting due to personal commitments made prior to their appointments to the respective Committees. ### Board responsibilities To ensure that the Group operates efficiently and effectively, the Directors, the Group Secretary and Head of Investor Relations and the Group Operating Executive have clearly defined responsibilities which are set out below. There is a clear division of responsibility between the Group Chairman and the Group Managing Director. Donard Gaynor, Group Chairman • Contribute to developing strategy. • Leads the Board, sets the agenda and promotes a culture of • Scrutinise and constructively challenge the performance of open debate between Executive and Non-Executive Directors the business, management and individual Executive Directors. and sets the highest standards of corporate governance. • Monitor the integrity of financial information and ensures that • Regularly meets with the Group Managing Director and other there are robust financial controls and systems of risk senior management to stay informed. management. • Ensures effective communication with our stakeholders. • Determine and agree the framework and policy for executive remuneration. Siobhán Talbot, Group Managing Director • Oversee Director succession planning. • Develops and implements strategy and chairs the Group Operating Executive. Liam Hennigan, Group Secretary and Head of Investor Relations • Leads the Group through the Group Operating Executive. • Monitors the Group’s compliance with legal, regulatory, • Promotes the purpose, vision and values of the organisation. governance, ethics, policy and procedural matters. • Ensures the Group is appropriately and strategically Dan O’Connor, Senior Independent Director positioned with analysts, investors, and all stakeholders. • Provides a sounding board to the Group Chairman and • In conjunction with the Group Chairman, ensures that the Directors appraises his performance. receive timely and clear information so that the Directors are • Acts as intermediary for other Directors, if needed. equipped for robust debate and informed decision making. • Is available to respond to shareholder concerns when contact • Supports the Group Chairman by organising induction and through the normal channels is inappropriate. training programmes for Directors. • Provides support and guidance to the Board and the Group Mark Garvey, Group Finance Director Chairman, and acts as an intermediary for Non-Executive • Manages the effectiveness and profitability of the Group Directors. including financial and operational risk management. • Develops appropriate capital and corporate structures to Group Operating Executive ensure the Group’s strategy is met. • With the Group Managing Director, develops and executes the Group’s strategy in line with the policies and objectives agreed Non-Executive Directors by the Board. • Provide independent insight and support the Group Chairman • Manages operational effectiveness and profitability of the in instilling the appropriate culture, values and behaviours in Group. the Group. • Is the Group Risk Committee and Group Investment Committee.  GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS  STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION ## Composition, succession and evaluation ### Composition, succession and evaluation The Board has a clear governance framework with defined responsibilities and accountabilities which ensures that policies and procedures set at Board level are effectively communicated across the whole Group. The Board has established certain principal Committees to assist it in fulfilling its oversight responsibilities, providing detailed focus on particular areas as set out in the respective Committee Reports that follow. The Committees focus on their areas of expertise enabling the Board meetings to focus on strategy, performance, leadership and people, governance and risk, and stakeholder engagement, thereby making the best use of the Board's time together as a whole. The Committee Chairs report to the full Board at each Board meeting following their sessions, ensuring a good communication flow while retaining the ability to escalate items to the full Board's agenda if appropriate. ### Information for the Board The Group Chairman, with the assistance of the Group Managing Director and the Group Secretary and Head of Investor Relations, is responsible for ensuring that Directors are supplied with information in a timely manner and of an appropriate quality that enables them to discharge their duties. Board papers are published typically seven days prior to each meeting to ensure the Board has sufficient time to read the papers and presentations, and be prepared in advance of the meeting. In the normal course of business, such information is provided by the Group Managing Director in a regular report to the Board that includes information on operational matters, strategic developments, financial performance relative to the business plan, business development, corporate responsibility and investor relations. The Board meets sufficiently frequently to discharge its duties, and holds additional unscheduled meetings when required, for example to discuss a strategic growth opportunity if it arises. Each scheduled Board meeting follows a carefully tailored agenda agreed in advance by the Group Chairman, the Group Managing Director and the Group Secretary and Head of Investor Relations. At each scheduled Board meeting, the Group Managing Director, the Group Finance Director and CEOs of the Group's two global growth platforms, GPN and GN, provide detailed operational and financial updates. Depending on the nature of the agenda item to be considered, other Senior Executives are invited to make presentations or participate in Board discussions to ensure that Board decisions are supported by a full analysis. Throughout the year the Chairs of the Audit, ESG, Nomination and Governance, Remuneration and Development Committees updated the Board on the proceedings of their meetings, including the key discussion points and any particular areas of concern. All Directors have access to the advice and services of the Group Secretary and Head of Investor Relations, who is responsible for advising the Board on all governance matters. The Directors also have access to independent professional advice, if required, provided by the Group. This is coordinated through the Group Secretary and Head of Investor Relations. Board and Committee meetings are held in person, usually in Kilkenny or Dublin, with the availability for Directors to attend remotely if needed. ### Board structure The Board, who came from diverse backgrounds, ranging from corporate finance, accountancy and banking to industry (food and beverage, fast moving consumer goods and production), currently comprises 14 Directors: two Executive Directors, the Group Chairman and 11 Non-Executive Directors of whom five are currently nominated by the Society, there are currently six other Independent Non-Executive Directors. On 23 February 2021, the Society and the Board agreed a number of changes which will impact the composition and size of the Board over the period between 2021 to 2023 and which will reduce the number of Directors nominated by the Society on the Board effective 2023 from five (2021: seven) to three and the Board size from 14 (2021: 15) to 13. Two Directors nominated by the Society will retire at the 2023 AGM and an additional Independent Non-Executive Director is expected to be appointed in 2023, bringing the number of Independent Non-Executive Directors on the Board, excluding the Chairman, to seven of 13 (54% of the Board). ### Appointments to the Board: policy, diversity and succession planning Having regard to the right of the Society to nominate Directors to the Board, the Nomination and Governance Committee keeps the Board's balance of skills, knowledge, experience and the tenure of Directors under constant review. During 2018, the Board approved a Board Diversity Policy which recognises the benefits of diversity. This was updated in early 2022 to reflect that the Group has agreed that as new Director appointments are made, the target is that a minimum of 50% of the Independent Non-Executive Directors will be female. The Group progressed this in 2022 with both of its most recent appointments being female. Females now represent 55.5% of the Independent Non-Executive Directors. In respect of succession planning and maintaining the skill-set of the Board, there is an established procedure for the appointment of new Directors and Senior Executives. The Nomination and Governance Committee considers the set of skills and experience required as well as the Company's targets on Board diversity. External search agencies are engaged to assist where appropriate (see pages 117-118 for details of such engagements). The Company also has a formal policy with respect to the appointment of new Independent Non-Executive Directors (other than those nominated by the Society). Further information on appointments to the Board and succession planning can be found on pages 116. ### Induction A robust induction and site visits are an integral part of performing one's duties as a Director. They are invaluable in enabling Board members to develop a greater understanding of the opportunities and challenges affecting the business, leading to more informed discussions around the Board table. The Company puts full, formal and tailored induction programmes in place for all of its new Directors. While Directors' backgrounds and experience are taken into account, the induction programme is aimed to be a broad introduction to the Group's businesses and its areas of significant risk. Key elements include meeting the Executive Directors and senior management as well as visiting the Group's main sites to be briefed on Group strategy and on their individual businesses. Induction programmes are usually completed within the first six months of a Director's appointment and the Group Secretary and Head of Investor Relations provides assistance and support throughout the induction process. The programmes are reviewed regularly to consider Directors' feedback and are continually updated and improved. ALL MEDIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS 2022 | 97 ## Corporate Governance Report continued ## Composition, succession and evaluation continued Ilona Haaijer and Kimberly Underhill joined the Board on 1 August 2022. Ilona and Kimberly received an extensive and thorough induction involving one-to-one meetings with the Group Chairman, Group Managing Director, the Group Finance Director and other members of senior management from various Group functions including Group Finance, Group Treasury, Group Tax and Group HR. In August 2022 Ilona and Kimberly met with each member of the Group Operating Executive Team as part of their induction process and in September 2022, they visited a number of the Group’s manufacturing plants in the US and met with US based senior leaders within the GPN and GN segments. ### Board development The Group Chairman regularly encourages the Non-Executive Directors to update their skills, expertise and knowledge of the Group in order to carry out their responsibilities competently. This is achieved by regular presentations at Board meetings from senior management on matters of significance. Examples during the year included regular presentations from senior management of our two wholly-owned business segments GPN ## “My induction to the Glanbia Board and GN and from our strategic joint ventures. During the year the ## Board and Committees received presentations from the Group has been thorough and Chairman, the Group Finance Director, the Chairs of each of the ## informative. I was delighted to visit Committees, the CEOs of each of GPN and GN, the heads of the ## various business units, the Group Secretary and Head of Investor Glanbia’s operations in Ireland Relations, the Chief ESG and Corporate Affairs Officer, the Chief ## and the US as well as meet key Corporate Development Officer, the Chief Human Resources Officer, the General Manager of Group Business Services, the ## management across the Group Group Head of IT and the Group Head of Quality and Safety. The ## Board also participated in ESG training, delivered by a specialist and I look forward to further sustainability firm, along with regular sustainability briefings. ## engagement during 2023.” In addition to the induction programme that all Directors ### undertake on joining the Board, an ongoing programme of GOVERNANCE IN ACTION Director development has been established. For example, it has New Director Induction been the Board’s practice to hold a number of Board meetings at Kimberly Underhill was appointed to the Board on subsidiary locations each year to provide Directors with the 1 August 2022. Following her appointment, Kimberly opportunity to meet local teams, see operations on the ground underwent a formal induction programme which was and have presentations on current operations, projects, future tailored to her individual requirements and included plans and strategy. Opportunities to visit our operations globally the following induction activities. and learn more about the business continue to be very important and valuable for the Board, and for new members in particular, Induction Activities as they provide the opportunity for our Directors to understand • Provision of a detailed information pack including operations, performance and challenges in a regional context. key corporate governance policies, Board papers, Board members also get a chance to engage with local financial and strategic documents and information employees in different roles at different levels of seniority and on Directors’ duties and responsibilities. from varying backgrounds. This aspect of Board visits provides • Meetings with the Executive Directors. real insight into the culture of the business. These visits also • Meetings with the Group Chairman, the Senior afford Directors the opportunity to interact with employees and Independent Director and the Chairs of the develop deeper insights into the quality of our current senior Remuneration Committee and the Audit management and the potential for succession. It also helps the Committee. Directors to actively embed the values of Glanbia across • Meetings with functional leaders on matters such keylocations. as Board and corporate governance, corporate development, internal audit, strategy, investor relations, human resources and sustainability. • Meetings with business leaders of the Glanbia Performance Nutrition and Glanbia Nutritionals to obtain an overview of each business. • Meetings with external auditors and other advisors. • Site visits to see first-hand the Group’s operations while engaging with employees and senior management.  GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS  STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION The Group Secretary and Head of Investor Relations in conjunction with Glanbia's advisers, monitor legal and governance developments and Directors are regularly provided with updates on corporate governance, legislative and regulatory issues, and an annual update is circulated and presented to the Nomination and Governance Committee. Board updates in 2022 also included investor relations update presentations from the Group Secretary and Head of Investor Relations in conjunction with advice from various specialist advisers on the governance framework, investor perceptions, the Group's portfolio and a presentation on the Group's cyber security and anti-fraud controls. As part of their annual performance evaluation, Directors are given the opportunity to discuss their own training and development needs and our Directors can avail of external courses. ### Independence Avianmore Foods plc and Waterford Foods plc merged in 1997 to form Glanbia plc, the Company. At the same time, their respective major shareholders also merged to form the Society. The Society held a substantial shareholding (over 30%) in the Company until 13 September 2022 when their holding was reduced to 27.6%. In accordance with Listing Rule 6.17 of Euronext Dublin/Listing Rule 6.5 AB of the United Kingdom Financial Conduct Authority (FCA), the Company and the Society entered into a relationship agreement in 2014 clarifying the right of the Society to nominate Directors to the Board of Company and the intention of the Company and the Society to comply with the independence provisions/undertakings set out in Listing Rule 2.2.15 of Euronext Dublin and 6.5.4 B of the FCA (the "Independence Provisions"). When the Society is holding in the Company fell below 10% on 13 September 2022, the Relationship Agreement terminated in part, the provision providing for the right of the Society to appoint Non-Executive Directors remained. Notwithstanding the termination of the Relationship Agreement, the Company can confirm it complied with the Independence Provisions in the Relationship Agreement for the entire of 2022 and, in so far as the Company is aware, the Society has also complied with the same Independence Provisions. Since the disposal of the Company's minority interest in Glanbia Ireland (Tirlán), separate executive teams have been established. The Group continues on an interim basis to provide certain corporate, shared services, IT and Group purchasing services to Glanbia Ireland (Tirlán). The Board and the Nomination and Governance Committee believe that all Non-Executive Directors demonstrate the essential characteristics of independence and bring independent challenge and deliberations to the Board. Notwithstanding this, the Non-Executive Directors nominated by the Society are not counted by the Board as being independent solely for the purposes of the Codes. An explanation of the basis for this belief is set out in the Nomination and Governance Committee Report on page 18. The Group has robust procedures in relation to conflicts of interest. Directors, upon their appointment are advised of their duty to declare their conflicts and are invited to declare their general interest in any entity in which they are to be regarded as interested in any contract which may, after their appointment, be made with that entity. The Directors nominated by the Society did not take part in the Board's consideration of the Glanbia Ireland (Tirlán) transaction. ### Board Evaluation A key element of good governance is an annual evaluation to ensure that the Board, its Committees and Board members are continuing to operate and perform effectively. The Group has established a formal process for the annual evaluation of the performance of the Board and its principal Committees, including a triennial external evaluation. The external evaluation supplements our existing internal Board performance evaluation processes. The last external evaluation was conducted in 2020 and the next external evaluation is scheduled to be conducted in 2023. For review of the findings of the external Board evaluations, please see the Annual Report 2019 at page 71 and the Annual Report 2020 at page 80. ### 2022 internal Board and Board Committee evaluation process This year, our Board evaluation was an internal one in line with our agreed three-year cycle. #### Process Questionnaires focussing on best practice, relevant guidance and recommendations of previous evaluations, were issued electronically to all Board members following which each Director was individually given the opportunity to have detailed discussions with the Group Chairman to give feedback on strategy, the operation of the Board and its Committees, talent management, succession planning for the Board and senior management and the transition of the chairmanship of the Group. The performance of the Group Chairman was separately evaluated by the Board led by the Senior Independent Director. As part of the Group Chairman's evaluation, the Non-Executive Directors met separately under the chairmanship of the Senior Independent Director. #### Outcome The questionnaire responses and interview results were collated and analysed and a report, summarising the findings and including proposed recommendations for discussion, was prepared by the Group Chairman. The report was presented to the Board in December 2022 for consideration. Overall, it was the collective view of the Directors that the Board is engaged, committed and effective in discharging its responsibilities with an open and transparent culture. Relations with senior management allows constructive challenge on key issues. Key highlights for the Board in 2022 which were recognised in the evaluation was the work completed on Group strategy following the disposal of the Company's stake in the Glanbia Ireland (Tirlán) joint venture, the approval of the Company's Remuneration Policy at the AGM in 2022, the Board renewal (advancing diversity objective) and the further development of the ESG agenda. The Board recognised that significant work had been undertaken in these areas throughout the year. ALAMBA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS 2022 | 99 ## Corporate Governance Report continued ## Composition, succession and evaluation continued Areas of focus for  Subject to the right of the Society to nominate Non-Executive The following areas of focus were agreed for 2023: Directors, the Non-Executive Directors are appointed for an • continued focus on Diversity, Equity and Inclusion and initial three-year term unless otherwise terminated earlier by and succession planning on the Board and across the Company; at the discretion of either party upon written notice. Continuation • focus on risk management and cyber security preparedness; of their appointment(s) is contingent on satisfactory and performance and re-election at each AGM. Additionally, all new • continued execution of the Group’s strategy and corporate Independent Non-Executive Directors, and any re-appointments, development agenda. will be subject to a rigorous review by the Nomination and Governance Committee after each three-year term and annually A review of the performance of each of the Board Committees after six years. was also undertaken covering each of their terms of reference, composition, procedures, contribution and effectiveness. As a Election or Re-election of Directors result of that assessment, the Board and each Committee is In accordance with the Code, all of the Directors are subject to satisfied that each Committee is functioning effectively and annual re-election by shareholders. Accordingly, each of the continues to meet its terms of reference. In particular, all Directors, with the exception of Patsy Ahern and John Murphy, Committees were considered to be well chaired, enjoy a broad who will retire in line with the planned reduction of the Society’s representation across the Board, deal with relevant topics and representation on the Board, will seek election or re-election at substantially ease the burden of specific matters or areas on the the 2023 AGM. Board as a whole. The Group Chairman has confirmed that each of the Directors Individual Directors’ evaluation who are seeking election or re-election continue to be effective Executive Directors’ variable pay is tied to their personal members of the Board and demonstrate their commitment to contribution to organisational effectiveness and as such both the their responsibilities. The Executive Directors and Independent Group Managing Director and the Group Finance Director are Non-Executive Directors bring extensive senior leadership subject to rigorous review each year. The Group Managing experience, strategic commercial business acumen, wide Director sets the strategic performance objectives for the Group ranging operational experience and strong understanding of Finance Director, and the Group Managing Director’s strategic global capital markets and major transactions. The Directors objectives are set by the Group Chairman in conjunction with the nominated by the Society are full time farmers who also have Remuneration Committee. All strategic objectives are then significant experience of the global food and beverage industry. agreed with the Remuneration Committee who monitors the The Board believes that the considerable and wide-ranging Executive Directors’ progress throughout the year. More details experience and perspective of the Directors (the individual skills, can be found on pages 130-136. experience and competence of whom are set out on pages 82-87 of the Annual Report) will continue to be invaluable to the The performance of the Group Chairman is reviewed internally Company and its long-term sustainable success and each year by the Board (in the absence of the Group Chairman), recommends their election or re-election. led by the Senior Independent Director. In 2022, the Board was unanimous in its view that the Group Chairman has provided strong and effective leadership to the Board since his appointment on 8 October 2020 and that the Group Chairman is very committed to his role and is always available to Directors and stakeholders. The Board acknowledged the Group Chairman’s understanding of the Group and his ambition to drive the business forward. ### Board evaluation The annual Board evaluation process is an important element in ensuring and enhancing the effective and efficient operation of the Board. | 2020 | 2021 | 2022 | | --- | --- | --- | | Year 1 | Year 2 | Year 3 | | External evaluation | Internal evaluation | Internal evaluation | | In-depth external Board | Internal evaluation facilitated | Internal evaluation facilitated | | evaluations by external | by the Group Chairman focusing | by the Group Chairman | | facilitator | on progress against the key | | objectives highlighted by the external evaluations  GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS  STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION # Audit, Risk and Internal Control and Remuneration ## Audit, Risk and Internal Control ### Risk management and internal control Effective risk management underpins our operating, financial and governance activities. The Board continues to place particular emphasis on monitoring both principal and emerging risks and regularly monitors the risk management framework to ensure risks are being appropriately mitigated and new risks identified. While the Board has ultimate responsibility for determining the Group's risk profile and risk appetite, the Board has delegated responsibility for reviewing the design and implementation of the Group's risk management and internal control systems to the Audit Committee. These systems are designed to manage, rather than eliminate, the risk of failure to achieve business objectives and provide reasonable, but not absolute, assurance against material misstatement or loss. During the year, the Board considered the Group's key risk reports and received updates from the Chair of the Audit Committee on the programme of risk presentations from key risk managers across the Group. This work provided a comprehensive insight into how key risk exposures are managed and better informs the Board in its evaluation of progress against strategic objectives of the business. The Board and management are satisfied that appropriate risk management and internal control systems are in place throughout the Group. The Risk Management Report is contained on pages 67-77. ### Going concern Glantzia's business activities, together with the main factors likely to affect its future development and performance, are described in the Strategic Report on pages 1 to 77. After due consideration and review, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational evidence for a period of at least 12 months from the date of approval of the Financial Statements. The Group therefore continues to adopt the going concern basis in preparing its Financial Statements. The full Going Concern Statement is contained on page 70. ### Long-term viability statement In accordance with the Code and Listing Rule 6.1.62(3) of Euronext Dublin Listing Rules, the Directors have assessed the viability of the Group and its ability to meet its liabilities as they fall due over a period extending to 2025, taking into account the Group's current financial position, the Group's strategy and business model and the potential impact arising from the principal risks and uncertainties. The factors considered in assessing the long-term prospects are detailed on pages 70-71. Having considered these factors, the challenging global economic outlook such as the impacts of the expected high levels of inflation, increasing interest rates and energy costs, lower economic growth and geopolitical tension, particularly in our key areas of operations, climate change and the lingering Covid-19 related challenges and impacts experienced in 2022 and anticipated for the years ahead, the Board assessed the prospects and viability of the Group in accordance with the Code requirements. The Board has a reasonable expectation that the Group will be able to continue in operation and meet its liabilities as they fall due over the period of the assessment. The full viability statement is contained on pages 70-71. ### Fair, balanced and understandable The Directors have concluded that the Annual Report and Financial Statements, taken as a whole is fair, balanced and understandable and provides the information necessary for shareholders to assess the Group and the Company position, performance, business model and strategy. This evaluation was supported by the Audit Committee as outlined in its Report on page 106. ### Adequate accounting records The Directors are responsible for keeping adequate accounting records that are sufficient to correctly record and explain the transactions of the Company or enable, at any time, the assets, liabilities, financial position and profit or loss of the Company to be determined with reasonable accuracy, enable the Directors to ensure that the Financial Statements comply with the Companies Act 2014, and, as regards the Group Financial Statements, Article 4 of the IAS Regulation, enable those Financial Statements to be audited. The Directors, through the use of appropriate procedures and systems, have also ensured that measures are in place to secure compliance with the Company's and the Group's obligation to keep adequate accounting records. These accounting records are kept at Glanbia House, Kilkenny, R95 6866, Ireland, the registered office of the Company. ### Accountability and audit Directors' responsibilities for preparing the Financial Statements for the Company and the Group are detailed on page 157. The Independent Auditor's Report details the respective responsibilities of Directors and the statutory auditor. ### Statutory Auditor The statutory auditor, Deloitte Ireland LLP, continues in office in accordance with section 383(2) of the Companies Act 2014. Deloitte (who was succeeded by Deloitte Ireland LLP) was originally appointed on 27 April 2016. ### Disclosure of information to statutory auditor In accordance with the provisions of section 330 of the Companies Act 2014, each of the persons who are Directors of the Company at the date of approval of this Report conforms that: - so far as the Director is aware, there is no relevant audit information (as defined in the Companies Act 2014) of which the statutory auditor is unaware; and - the Director has taken all the steps that he/she ought to have taken as a Director to make himself/herself aware of any relevant audit information (as defined) and to ensure that the statutory auditor is aware of such information ### Remuneration The Remuneration Committee's agenda continued to apply focus to the key matters of Group and individual Executive Director performance and the consideration of appropriate targets for 2023 and beyond. Our aim is to ensure that our remuneration policies and practices remain competitive within our industry to attract, retain and motivate high quality and committed people who are critical to the future development and growth of the Group. Details of 2022-2024 Remuneration Policy and the work of the Remuneration Committee can be obtained in the Remuneration Report on page 120-165. ALAMEDA PLC | 2400BURG, HERBERT AND FINNINGTON, STATIONERY 2012 101 # Corporate Governance Report continued ## Compliance Statements ### Compliance Statements #### Directors' Compliance Statement It is the policy of the Company to comply with its relevant obligations (as defined in the Companies Act 2014). The Directors have drawn up a compliance policy statement as defined in section 225(3)(a) of the Companies Act 2014. Arrangements and structures have been put in place that are, in the Directors' opinion, designed to secure a material compliance with the Company's relevant obligations. These arrangements and structures were reviewed by the Company during the financial year. As required by section 225(2) of the Companies Act 2014, the Directors acknowledge that they are responsible for the Company's compliance with the relevant obligations. In discharging their responsibilities under section 225, the Directors relied on the advice of third parties whom the Directors believe have the requisite knowledge and experience to advise the Company on compliance with its relevant obligations. #### Corporate governance statement During 2022 the Group was subject to the Codex. Our Corporate Governance Statement can be found on page 82. The Irish Annex published in December 2010 by Euronext Dublin, previously named the Irish Stock Exchange, is publicly available on the website: https://www.euronext.com/sites/default/files/2019-06/Irish-Corporate-Governance-Annex.pdf. The Code is publicly available on the Financial Reporting Council website: www.frc.org.uk/getattachment/8Bcd8c45-50ea-4841-95b0-d2f4f48069a2/2018-UK-Corporate-Governance-Code-FINAL.PDF Our approach to corporate governance and how we apply the principles of the Codex is set out in this Corporate Governance Report, the Board and senior management section, the non-Financial Reporting Statement, Task Force on Climate-Related Financial Disclosures Report and the Risk Management Report (all of which are deemed to be incorporated in this Corporate Governance Report). The Reports from the Choirs of the Audit, ESG, Nomination and Governance and Remuneration Committees highlight the key areas of focus for, and the background to, the principal decisions taken by those Committees, which form an integral part of our governance structure. A fair, balanced and understandable assessment of the Group's position and prospects is set out in the Strategic Report on pages 1-77. The Strategic Report also includes other important information relating to Governance including our approach to People, Sustainability and Stakeholders. Other Statutory Information contains certain other information required to be incorporated into this Corporate Governance Statement. All of these statements are deemed to be incorporated in the Corporate Governance Statement. | UK Corporate Governance Code | Pages | | --- | --- | | Board Leadership and Company Purpose | 80-94 | | Division of Responsibilities | 95-96 | | Composition Succession and Evaluation | 97-100 | | Audit Risk and Internal Controls | 101, 103-109 | | Remuneration | 101, 120-140 | | Irish Corporate Governance Annex | Pages | | --- | --- | | Board Composition | 83-87 81, 94, 96-98 and 96-117 | | Board Appointments | 99-100 | | Board Evaluation | 100 | | Board Election or Re-election | 103-109 | | Audit Committee | 120-140 | | Remuneration | | | Section 1573 Companies Act 2014 | Pages | | --- | --- | | Applicable Codes | 82, 102 | | Departures from the Codes | 82 | | Risk Management and Internal Control | 87-77 | | Takeover Regulations | 141-146 | | Shareholder Information | 255 | | Board and Committees | 80-140 | 102 BLANBAR PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS 2012 GOVERNANCE ## Audit Committee Report ### Terms of reference The full terms of reference of the Audit Committee can be found on the Group’s website: www.glanbia.com or can be obtained from the Group Secretary. ## Delivering ### Key responsibilities Protecting the interest of shareholders by monitoring the ## on our integrity of all aspects of corporate and financial reporting (both in the annual report and on the company website), internal control, risk management and audit quality. ## purpose Reviewing and reporting to the Board the significant financial reporting issues and judgments made in preparing the Group’s Financial Statements, interim reports, and related formal statements. Paul Duffy Reviewing and challenging where necessary the appropriateness Audit Committee Chair and consistency of the accounting policies applied in preparing the Group’s Financial Statements. Providing advice to the Board on whether the Annual Report and ### Committee members and Committee tenure Financial Statements, taken as a whole, is fair, balanced and Number of full understandable and provides the necessary information for Appointed to years on the the Committee Committee shareholders to assess the Group’s position and performance, business model and strategy. P Duffy (Chair) 17 Jun 21 1 Assisting the Board in its responsibilities in monitoring and J Lodge 20 Jan 21 2 reviewing the effectiveness of the Group’s systems of risk I Haaijer 17 Aug 22 <1 management and internal control and assessing the emerging and principal risks facing the Group. K Underhill 17 Aug 22 <1 Reviewing reports from specialist functions such as Health & D O’Connor¹ 1 Dec 14 7 Safety, Quality and Food Safety, Group Treasury, and Group Tax P Coveney² 30 Sep 14 7 to identify issues that may have a material impact to the Group. Considering and inputting into the work undertaken to improve 1. D O’Connor stepped down as an Audit Committee member on the Group IT and cyber security capabilities, and the Group’s ESG 17 August 2022. disclosure requirements. 2. P Coveney retired as an Independent Non-Executive Director and stepped down as an Audit Committee member on 30 March 2022. Advising the Board of any material uncertainties that may impact the Group’s ability to continue as a going concern and the See pages 84 and 85 for more information on the current appropriateness of the Group’s long-term viability statement. Audit Committee members. Overseeing the relationship with the statutory auditor, including reviewing and monitoring the independence, objectivity and effectiveness of the external audit and the appropriateness of the provision of non-audit services to the Group in line with the Group Auditor Relationship and Independence Policy. Approving the statutory Auditor’s terms of engagement and remuneration. Making recommendations to the Board in relation to the appointment, re-appointment and removal of the Group’s statutory auditor and ensuring that an audit tender is conducted at least every 10 years. Monitoring the operation and reviewing the effectiveness of the Internal Audit Function. Assessing the Group’s procedures for fraud prevention and detection and supporting the Board in assessing the Group’s whistleblowing arrangements. ### Allocation of time Financial and corporate governance activities Statutory Auditor Risk management and internal controls Internal Audit Other GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS   STRATEGIC FINANCIAL OTHER REPORT STATEMENTS INFORMATION ## Audit Committee Report continued ### Dear shareholder, As Chair of the Audit Committee, I am pleased to present the Committee's report for the year ended 31 December 2022. This report provides an overview of the Committee's principal activities during the year. Its role in ensuring the integrity of the Group's published financial information and an outline of the Committee's priorities for the year ahead: ### Committee structure changes As announced on 24 February 2022, I have succeeded Dan O'Connor as Chair of the Audit Committee effective 7 March 2022. Patrick Coveney retired as an Independent Non-Executive Director effective 30 March 2022. Ilana Hooper and Kimberly Underhill were appointed as members of the Audit Committee effective 17 August 2022 and Dan O'Connor stepped down as an Audit Committee member on the same date. ### Responsibilities The Audit Committee is responsible for monitoring the integrity of the Group's Financial Statements and for assisting the Board in determining that the Annual Report and Financial Statements, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Group's position and performance, business model and strategy. The work performed in this regard and our engagement with the statutory auditor is detailed on pages 105 to 109. The Audit Committee also supports the Board in monitoring and reviewing the effectiveness of the Group's risk management and internal control systems and for ensuring a robust assessment of the emerging and principal risks facing the Company is performed. The Audit Committee, together with the Board, are closely monitoring the key risks that could materially and adversely affect the Group's ability to achieve its strategic objectives, particularly those whose probability of occurrence and extent of impact are elevated by the consequences of the ongoing war in Ukraine, geopolitical tension, the general macroeconomic environment and the lingering impacts of Covid-19. During the year, the Group has continued to make progress on climate change initiatives and has made important strides in embedding climate change impacts within our strategy, operations and risk management processes. The approach taken to measure climate risk impact through the scenario analysis and financial impact assessment are discussed in detail in the TCFD Report on pages 62 to 65. The Audit Committee has also assessed with management the impact of climate-related matters on the Group's Financial Statements (see Note 2). The Audit Committee continues to monitor the regulatory environment to ensure the Group provides stakeholders with consistent, comparable and reliable information on ESG matters. Group Internal Audit ("GIA") presented the results of a Group-wide combined assurance exercise, completed across the Group's core activities. While this exercise did not identify any significant improvement opportunities, it provided greater detail for the Audit Committee to assess the Group's principal risks and to further progress our overall assurance model. The work performed in this regard is detailed on page 107. ### Engagement In fulfilling its key oversight responsibilities, the Audit Committee engaged regularly with management, GIA and the statutory auditor to ensure timely and accurate information was consistently provided to the Audit Committee. Our engagement with the GIA function and the statutory auditor is detailed on pages 107 and 109 together with an explanation of how the Audit Committee has assessed the independence and effectiveness of the external audit process. The Audit Committee is satisfied, based on the evidence obtained throughout the external audit process, including its review of the key audit risk areas, and the work undertaken by the statutory auditor to address these risks, that a robust, effective and efficient process is evident across the Group. ### Priorities for 2023 The Audit Committee's key priorities for 2023 include: - ensuring the Group's Financial Statements are accurate and reflect the balanced and consistent application of financial and non-financial reporting requirements; - providing independent challenge and oversight of areas of key judgement or estimation; - maintaining focus on impairment testing methodology, inputs, assumptions, sensitivity analysis and results; - continuing to assess the processes in place to ensure effective oversight of ESG activities and other non-financial disclosures; - monitoring the Group's principal risks and uncertainties including potential negative impacts arising from geopolitical risks affecting the Group, the ongoing war in Ukraine, the global economic outlook, and inflation, energy cost and interest rate increases; - receiving direct presentations from management to ensure that effective risk management processes are implemented to address key risk areas in a manner consistent with the Group's risk appetite; - maintaining oversight on the remaining challenges posed by Covid-19 on the business, principal risks, cash flow, accounting disclosures and financial controls; and - ensuring that robust due diligence is performed, acquisition integration is closely monitored and past completion reviews are conducted for all material investments. ### Review of Audit Committee performance The Audit Committee assessed its performance covering its terms of reference, composition, procedures, contribution, and effectiveness. As a result of that assessment, the Board and Audit Committee are satisfied that the Audit Committee is functioning effectively and continues to meet the requirements of its terms of reference. A detailed Audit Committee effectiveness review, conducted by GIA, validated the Audit Committee's conclusion. On behalf of the Audit Committee **Paul Duffy** Audit Committee Chair 104 | SCANDINALE CARNIVAL REPORT AND FINANCIAL STATEMENTS 2022 STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION # **Governance** # **Committee membership** The Audit Committee was in place throughout 2022. At present, the Audit Committee is comprised of four Independent Non-Executive Directors, Paul Duffy (Chair of the Audit Committee), Jane Lodge, Ilona Haspel and Kimberly Underhill. Two members constitute a quorum. The Group Secretary acts as secretary to the Audit Committee. Membership is reviewed annually by the Chair of the Audit Committee and the Group Chairman who recommend new appointments to the Nomination and Governance Committee for consideration and onward recommendation to the Board. The Board is satisfied that the Audit Committee, as a whole, meets the requirements for recent and relevant financial experience, as set out in the UK Corporate Governance Code 2018. The Board is also satisfied that the Audit Committee, as a whole, has competence relevant to the sector in which the Group operates including a wide range of skills, expertise and experience in financial and commercial matters arising from the senior positions they hold or held in other organisations as set out in their biographical details on pages 84 and 85. Given the evolving Audit Committee membership a training session was delivered to the members of the Audit Committee focused on ensuring the effective operation of the Audit Committee in line with its duties from a statutory basis, as well as the Irish and UK Listing requirements. # **Meetings** The Audit Committee met eight times during the year ended 31 December 2022. The Group Managing Director, Group Finance Director, Group Secretary, Group Head of Internal Audit, Group Financial Controller and representatives of the statutory auditor are invited to attend all meetings of the Audit Committee. Where required other key executives or members of the senior management team are invited to attend meetings and when specialist technical knowledge is required to provide a deeper insight on agenda items related to the Group's principal risks. The Audit Committee meet with the statutory auditor, without other executive management being present, on an annual basis to discuss any issues which may have arisen in the year under review. This meeting was held in February 2023 to review the findings from the audit of the Financial Statements. The Group Head of Internal Audit also has direct access to the Chair of the Audit Committee. After each Audit Committee meeting, the Chair of the Audit Committee reports to the Board on the key issues which have been discussed. The allocation of time across each of the key Audit Committee activities is set out on page 103. # **Audit Committee key activities** # **Financial reporting and significant financial judgements** As part of the Audit Committee's role, the Audit Committee reviewed the Interim Management Statements, the Interim and Annual Consolidated Financial Statements and all formal announcements relating to these statements before submitting them to the Board with a recommendation to approve. These reviews were focused on but not limited to: - the appropriateness and consistency of application of accounting policies, practices and proposed disclosures; - compliance with financial reporting standards and corporate governance requirements including compliance with climate-related disclosures; and - significant areas in which estimation or judgement had been applied in the preparation of the Financial Statements. The GIA team contribute to the assurance process by reviewing compliance with internal control processes including the review of the Group's internal financial controls. The statutory auditor presents its findings to the shareholders as the owners of the business, and its report can be found on pages 160 to 169. As outlined in our accounting policies on page 177, the Group has adopted an income statement format that seeks to highlight significant items within the Group results for the year [exceptional items]. Judgement is applied by the Directors in assessing the particular items which by virtue of their scale and nature should be disclosed in the Income Statement and Financial Statement notes on exceptional items. Several significant items have been highlighted on exceptional items in both 2021 and 2022 and the Audit Committee is satisfied that this is appropriate and consistent with the Group's policy in this area. The table on page 108 sets out the 2022 significant Financial Statements reporting judgements and disclosures and how the Audit Committee addressed these matters. The Audit Committee considered the Directors' Responsibility Statement and the Group's principal risks and uncertainties within the 2022 Annual Report and Financial Statements and the half-year results and were satisfied with the adequacy of the disclosures. # **Geopolitical risk** The Audit Committee has supported the Board in closely monitoring the risks associated with the ongoing war in Ukraine and other geopolitical tensions that could potentially impact the growth objectives of the Group. While the Group does not have operations in either Russia or Ukraine, a review was undertaken to assess any impacts for the Group's Financial Statements arising from the conflict or sanctions imposed on Russia. The Audit Committee together with the Board are also monitoring the escalating tensions in other key trading regions, particularly between China and Taiwan, where any potential conflict, economic sanctions or trade rulings would impact the growth objectives of the Group. The impact on the Group's principal risks is discussed in the Risk Management Report and Principal Risks and Uncertainties on pages 67 to 77. # **Covid-19** The Audit Committee continues to be conscious of the potential impact of Covid-19 on the Group's employees and operations. Employee performance has remained strong, and the controls implemented to support remote working continue to be operationally effective. Our offices remained open during the year as restrictions on movement and travel were eased as the general public health situation continued to improve. The Audit Committee will continue to engage with the Board to ensure that effective internal control and risk management systems are maintained. The Audit Committee discussed with Group management the work performed in respect of the Going Concern and Viability Statements, the goodwill and intangible asset impairment reviews and the evaluation of exceptional items. Impacts to the internal and external audit processes, which are being conducted in a hybrid manner (both in-person and remotely), have also been considered. The Audit Committee is satisfied that both the internal and external audit teams were able to work safely and in compliance with the relevant laws and guidance. ALAMEDA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS 2022 | 105 ## Audit Committee Report continued Fair, balanced and understandable The Audit Committee also reviewed the Long-term Viability At the request of the Board, the Audit Committee reviewed the Statement which is supported by the work conducted in the contents of the Annual Report and Financial Statements to strategy and budget review in December 2022 and the Board’s ensure that when taken as a whole, it is fair, balanced and ongoing review of monthly and year-to-date business understandable, and provides the information necessary for performance versus budget and forecast. Further detail is shareholders to assess the company’s position, performance, provided within the Viability Statement on pages 70 and 71. business model and strategy. In satisfying this responsibility the Audit Committee considered the following: Directors’ Compliance Statement • the documented process and timelines for the co-ordination, The Audit Committee considered the requirements of the Irish preparation and review of the Annual Report and Financial Companies Act 2014 in relation to the Directors’ Compliance Statements; Statement and received a report from senior management on • a dedicated project manager was in place to drive adherence the review undertaken during the financial year of the compliance to deadlines, reporting standards and consistency and this is structures and arrangements in place to ensure the Company’s aligned with the external audit process undertaken by Deloitte material compliance with its relevant obligations. On the basis of Ireland LLP; this review, the Audit Committee confirmed to the Board that it is • the senior finance management and executive team review satisfied that appropriate steps have been undertaken to ensure and approval procedures; that the Company is in material compliance with its relevant • the key process milestones, to ensure the draft Annual Report obligations. and Financial Statements were available to the Audit Committee in sufficient time to facilitate adequate review and Risk management and internal control systems effective challenge at the meeting; The Audit Committee receives regular Group key risk summary • a detailed report was presented to the Audit Committee reports, prepared by the Internal Audit team, tracking residual outlining the process by which they assessed the narrative, key risk exposures which allows the Audit Committee to assess financial sections and disclosures of the 2022 Annual Report to the appropriateness of management’s action plans to ensure the ensure that the criteria of fair, balanced and understandable Board’s risk appetite is not exceeded and to remain alert to has been achieved; emerging risks as they are identified through the review process. • together with the ESG Committee, disclosures on ESG related The Risk Management Report on pages 67 to 77 sets out the matters including the TCFD report and other climate detailed steps in the process and the Group’s principal risks. The disclosures were discussed in detail; and Audit Committee’s risk management focus during 2022 included: • the effectiveness of the key features of internal control. • reviewing and approving the assessment of the principal risks and uncertainties that could impact the achievement of the Having considered the above, in conjunction with the regular Group’s strategic objectives as outlined on pages 72 to 77; updates the Audit Committee receives from management and • continued increasing focus on developing a detailed the reports received from the statutory auditor, Deloitte Ireland understanding of the risks within each of the core functions, LLP, the Committee confirmed to the Board that the Annual our improvement opportunities and areas of emerging risk Report and Financial Statements, taken as a whole, is fair, exacerbated by the ongoing war in Russia and Ukraine; balanced and understandable and provides the information • receiving risk presentations from a number of Group necessary for shareholders to assess the Group and the functional leads in particular receiving detailed presentations Company position, performance, business model and strategy. from Group IT on the progress of the Group’s IT strategy and its response to cyber security risks. Cyber security remains a Regulators and our financial reporting major focus for the Audit Committee given the ever-increasing During the year, the Group received correspondence from the risks in this area at a global level. The Audit Committee Irish Auditing and Accounting Supervisory Authority (IAASA) in received updates on information security matters from Group respect of the Group’s Annual Report and Financial Statements IT three times during the year. The Chair of the Audit for the year ended 1 January 2022 outlining a number of areas on Committee updated the Board on the IT discussions on each which they required further information. The Company provided occasion; the necessary information requested and IAASA acknowledged • evaluating the continued impacts of Covid-19 on the business the cooperation received from the Directors and management in and the health and safety of its employees; responding to the queries raised. The Audit Committee was • reviewing the disclosures in relation to material CROs as satisfied that no material findings arose from the review. outlined in the TCFD and the results of the reassessment and the completion of scenario and quantification analysis of the Going Concern and Viability Statements potential impact of CROs under a number of temperature The Audit Committee reviewed the draft Going Concern and scenarios on pages 62 and 63; Viability Statements prior to recommending them for approval • reviewing Group Finance papers which considered the impact by the Board. These statements are included in the Risk of climate change on the Group Financial Statements which Management report on pages 70 and 71. This review included includes details on the TCFD requirements, as outlined on assessing the effectiveness of the process undertaken by the pages 62 to 65 and accounting policy Note 2 to the Financial Directors to evaluate going concern, including the lingering Statements. During the year, Group Finance and the statutory impacts of the Covid-19 pandemic, the general macroeconomic Auditors provided the Audit Committee with regular updates environment, inflationary pressures, rising energy costs, interest on the evolving legislative and external reporting requirements rates and cost of living which have been exacerbated by the including climate-related risk disclosures; ongoing war in Ukraine, and the analysis supporting the Going • reviewing and assessing management’s recommendation to Concern Statement and disclosures in the Financial Statements. change the presentation currency of the Group’s Financial The Audit Committee and the Board consider it appropriate to Statements from euro to US dollar reporting in 2023 as adopt the going concern basis of accounting with no material outlined in the Group Finance Director’s review on page 45 and uncertainties as to the Group’s ability to continue to do so. Note 36 to the Financial Statements;  GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS  GOVERNANCE • a consideration of the detailed business unit performance assurance effort. The output of the exercise was presented to the updates on Group investments and the impairment review Audit Committee and while it did not identify any significant methodology and outcomes outlined in Note 16; improvement opportunities, it provided greater detail to allow • receiving updates from the Group Head of Internal Audit the Audit Committee to further progress the Group’s overall outlining areas of non-compliance with Group policies and assurance model. GIA also continued its focus on principal risks, control deficiencies identified during the year, fraud which included cyber threat and information security, legal and investigation reports and management actions to address the regulatory compliance and technology failure. Audit results are weaknesses noted; reported to the Audit Committee to allow the Audit Committee to • assessing the Group’s risk management and internal control have an integrated view on the way risks are managed. systems in line with the Financial Reporting Council (FRC) Management is responsible for ensuring issues raised by Internal guidance on risk management and internal control; and Audit are addressed within the agreed timeframe, and the Audit • reviewing reports from the statutory auditor in respect of Committee reviews the status of actions periodically throughout significant financial accounting and reporting issues, key the year to ensure they are completed on a timely basis. matters arising from the statutory audit together with management’s plans in place to address any internal control The Group Head of Internal Audit routinely meets with the Chair weaknesses noted. of the Audit Committee, to review the meeting agendas, and draft papers and to ensure that the overall Audit Committee The Audit Committee, having assessed the above information, is work plan remains aligned to the current and emerging areas of satisfied that the Group’s systems of internal control and risk key Group risk. Where required, the relevant Board or Audit management are operating effectively and has reported that Committee agendas are amended to include items that require opinion to the Board who has conducted its own review and is more detailed consideration, typically by a direct presentation to also satisfied that these systems are operating effectively. the Audit Committee or Board by the relevant business unit or functional lead. Internal audit To fulfil its responsibilities for monitoring and reviewing the On the basis of the above, the Audit Committee concluded that operation and effectiveness of the GIA function, the Audit the Internal Audit function was performing well and is satisfied Committee: that the quality, experience and expertise of the function is • approved the GIA Charter and annual risk-based work plan appropriate for the Group. The Audit Committee continues to including any amendments to ensure the plan remains encourage effective coordination among the internal assurance dynamic to address business challenges, changes to current providers, external and internal audit teams to maximise the and emerging areas of key Group risks and the changing benefits from coordinated activities and ensures that this is business environment during the year. Audits were conducted inplace. in a hybrid manner (both in-person and remotely) as travel restrictions were lifted in key locations during the year; Whistleblowing and fraud • ensured that it is adequately resourced with a strong mix of The Board has delegated responsibility to the Audit Committee skills and expertise capable of conducting effective internal for ensuring that the Group maintains suitable arrangements for audits, IT audits and special investigations; its employees to raise concerns, in confidence, about possible • satisfied itself that the internal audit team is appropriately wrongdoing in financial reporting and other matters. These resourced, where additional skills or expertise are required, the arrangements are outlined in our updated Code of Conduct Head of Internal Audit makes the necessary arrangements to which is available on the Company’s website www.glanbia.com complement the in-house team; and on our Group intranet. The Audit Committee received a • reviewed the team’s use of technology including the audit presentation from the Group Secretary providing an overview of management system and data analytics tools, processes, how concerns raised are categorised, investigated, monitored techniques and plans to ensure the effectiveness of Internal and reported, together with a review of the main themes, issues Audit processes and oversight of risks; and resolution actions arising. The Group’s Speak Up Policy was • approved the GIA Strategic Plan for 2022 to 2024; updated during the year to reflect evolving regulatory and best • received regular reports from the Head of Internal Audit practice requirements. covering team development, progress against the audit plan, amendments required and best practice risk management The Group’s Anti-Bribery and Corruption Policy, Group Code of procedures. This included receiving updates on the activities Conduct and Supplier Code of Conduct were refreshed during performed in line with the quality assurance and improvement the year to further strengthen the Group’s fraud prevention programme policy (QAIP) that is designed to ensure that procedures. A training module to support the Supplier Code of Internal Audit performs its work in accordance with its Charter, Conduct was developed during 2022 and will be launched in which is consistent with the Institute of Internal Auditors (IIA) 2023. Management with the support of Internal Audit have International Standards for the Professional Practice of formalised and enhanced the existing fraud risk management Internal Auditing, Definition of Internal Auditing and Code of policies and processes, to help ensure a robust fraud prevention Ethics; and programme is implemented across the Group. A fraud risk • as part of the QAIP, an external quality assessment of the assessment has been completed and approved by the Audit Internal Audit function was conducted in 2022 by PwC. The Committee and Board. external review noted that the Internal Audit function is providing effective assurance to management and the Audit The Audit Committee concluded, and confirmed to the Board, Committee and is in general compliance with the IIA that it was satisfied that the Group’s whistleblowing and other Standards with no material issues identified. fraud prevention and detection procedures, including the Internal Audit team’s activities, are adequate and allow for the GIA performed a combined assurance mapping exercise to proportionate and independent investigation of such matters identify potential assurance gaps and avoid duplication of and appropriate follow up action. GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS   STRATEGIC FINANCIAL OTHER REPORT STATEMENTS INFORMATION ## Audit Committee Report continued ###  significant financial reporting judgements and disclosures The areas considered and the actions taken by the Audit Committee in relation to the 2022 Annual Report are outlined in the table below. For each area, following its enquiries, the Audit Committee was satisfied with the key assumptions made, the accounting treatment applied and the disclosures in the Financial Statements. Key financial judgement and disclosures How the Audit Committee addressed these matters Impairment review of goodwill and • Management provided the Audit Committee with detailed reports to support the intangibles recoverable value of the balances included in Note 16 to the Financial Statements Judgement decisions largely relate to the including an analysis of the level of headroom between the carrying value of the asset assumptions used to assess the value-in-use and the value-in-use; of the assets being tested. These • The Audit Committee considered the reorganisation of the Group’s cash generating assumptions typically include short and units (CGUs) following the fundamental reorganisation of the GPN segment which long-term business and macroeconomic commenced in 2019 and is now complete. The Audit Committee is satisfied that the projections, cash flow forecasts and revised CGUs reflect the interdependencies of cash inflows within the Group and how associated discount rates. management monitors operations. • The Audit Committee reviewed and discussed the reports with management and challenged the application of management’s methodology, the appropriateness of the assumptions made for future cash flows, discount rates, terminal values and growth rates, and the achievability of the business plans with consideration of different scenarios; • The Audit Committee considered the updates made to assumptions and Financial Statement disclosures as a result of management’s assessment of the impact of Covid-19 on forecasted business performance and cash flows, impact of climate related matters as disclosed in Note 16 to the Financial Statements, and the extent of sensitivity disclosures provided; • The Audit Committee considered the potential impacts of the ongoing war in Russia and Ukraine; rising energy costs, inflation, and interest rates; and climate change on the Group’s businesses and valuation assumptions; and • The Audit Committee considered the output from the sensitivity analysis performed at 2022 year-end, and in particular, noted that based on the conclusions of the impairment process completed, no impairment was identified. Exceptional items • The Audit Committee reviewed the nature of the exceptional items identified and the Judgement decisions relate to the effectiveness of the process that requires all exceptional items to be pre-approved. assessment of the items identified as being After a detailed review and consideration of the disclosures, the Audit Committee is exceptional in nature and the satisfied that the treatment is in line with the Group policy, consistently applied across appropriateness of the presentation in the years and appropriately presented in the Financial Statements with sufficient detail to Financial Statements. allow users of the Financial Statements to understand the nature and extent of the exceptional items and how they arose. Further details on the exceptional items identified in 2022 are included in Note 6 to the Financial Statements. Revenue recognition • Within the GPN segment, revenue is recognised net of rebate, discount, deduction and Revenue is a risk given the inherent allowance claims where the amounts payable can vary depending on the complexity of IFRS 15 accounting arrangements made with individual customers and the volume of trade entered into; requirements, the nature of some customer and relationships and the adjustments recorded • Key areas of focus and challenge from the Audit Committee were in relation to the to ensure the basis of year-end rebate period-end close process and the basis of any significant year-end rebate provisions provisions are appropriate. to ensure they were adequate and appropriate. Uncertain tax provisions • The Audit Committee received a presentation from the Group Finance Director and Significant judgement is applied in assessing the Group Head of Tax on various tax matters including tax structures and controls, current and deferred tax exposures in the ongoing management of the Group’s system of operation, evolving tax legislation relation to the interpretation of local and and the status or outcome of any tax authority reviews conducted during the financial international tax laws, rates and treaties period; relating to the worldwide uncertain tax • The Audit Committee considered the impact of the Group financing arrangements provisions. and the Group’s compliance with the legislative requirements in this area; • The Audit Committee received an analysis of movements in the year-end uncertain tax provisions, reviewed the key judgements in relation to the calculation of the uncertain tax provisions, the external professional advice obtained to support the provisions and the Financial Statements disclosure requirements; and • The Audit Committee challenged management on the key judgements and estimates underpinning both the provisions and disclosures adopted for the most significant components of the taxation liabilities and the underlying assumptions for the recognition of deferred tax assets, principally the availability of future taxable profits and the utilisation period.  GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS  GOVERNANCE ### Review of statutory auditor Non-audit services The Audit Committee oversees the relationship with the statutory The Glanbia Auditor Relationship and Independence Policy auditor, including ensuring that the statutory audit contract is put includes a clearly defined pre-approval process, subject to out to tender at least every 10 years. Deloitte (who were succeeded defined monetary thresholds, for audit and other services, by Deloitte Ireland LLP) were appointed as the Group’s statutory including a requirement for the business to submit a formal auditor on 27 April 2016 following a formal tender process. template setting out the details of the services requested, the likely fee level, the rationale for requiring the work to be carried The Audit Committee reviewed the approach and scope of the out by Deloitte Ireland LLP rather than another service provider annual audit work to be undertaken by the statutory auditor, and confirmation that the service requested is not a prohibited which included planned levels of materiality, significant risks and service. The provision of all non-audit services which are not key audit matters, the audit of the Group’s core financial IT prohibited and approved in line with our policy must be ratified systems, fraud responsibilities and representations, the proposed by the Audit Committee at the following meeting of the Audit audit fee and the approval of the terms of engagement for the Committee, who also ensures that the total fees for non-audit audit. Particular consideration was given to the planning services will not exceed the defined thresholds and that the considerations associated with developing a hybrid audit plan to defined authorisation process is followed. ensure the delivery of a robust audit within the required timelines Fees paid to Deloitte Ireland LLP for audit-related and non-audit through a combination of remote and in-person meetings, related services are analysed in Note 5 to the Financial subject to any changes in Covid-19 restrictions. The Audit Statements. The Audit Committee is pleased that this policy Committee is satisfied, based on discussions with the Group lead continues to be effectively implemented. audit engagement partner, that the effectiveness of the audit procedures performed were not unduly impacted as a result of Effectiveness the hybrid audit approach adopted. The Group Finance Director confirmed that the feedback from the Group and subsidiary finance executives, who had the most The Audit Committee received a number of updates from interaction with Deloitte Ireland LLP in 2022, remained Deloitte with regard to the evolving regulatory requirements for consistently positive. ESG reporting and the recent corporate governance updates including: Overall, the Audit Committee remains satisfied with the • ESG’s current landscape and future developments and the effectiveness of the statutory auditor based on: importance of achieving an appropriate balance between the • its own interactions with Deloitte Ireland LLP during Audit climate-related disclosures in the management commentary Committee meetings; and the disclosures in the financial statements; • the quality of planning, delivery and execution of the audit; • IAASA, FRC and IFRS technical updates and commentary • effectiveness of communications between management and including the investor and regulator expectations of corporate the audit team; reporting; and • the quality of the reports and presentations received; • UK Corporate Governance Code requirements. • the robustness of the challenge provided, particularly in relation to judgmental and complex areas as well as Independence and objectivity of the statutory Auditor demonstrating professional scepticism and independence; To ensure the independence and objectivity of the statutory • their technical insight; and auditor, the Audit Committee: • their demonstration of a clear understanding of the Group’s • maintains and regularly reviews the Group’s Auditor business and its key risks. Relationship and Independence Policy; • considers the performance of the statutory auditor each year; The Audit Committee’s conclusion that the external audit • monitors the nature and extent of services provided by the process was effective was conveyed to the Board. statutory auditor through an annual review of fees paid for audit and non-audit work; • reviews audit partner rotation requirements and assesses their independence on an ongoing basis. In line with regulatory requirements for listed companies, the statutory auditor is required to rotate the audit partner responsible for the Group audit every five years. The current audit engagement partner, Emer O’Shaughnessy was appointed as lead engagement partner for the Group in 2021; and • requests the statutory auditor to formally confirm in writing that they are in compliance with relevant ethical and professional guidance and that, in their professional judgment, they are independent from the Group. This confirmation process also provides examples of safeguards that may, either individually or in combination, reduce any independence threat to an acceptable level. GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS   STRATEGIC FINANCIAL OTHER REPORT STATEMENTS INFORMATION ## Environmental, Social and ## Governance Committee Report ### Terms of reference The full terms of reference of the Environmental, Social and Governance (“ESG”) Committee can be found on the Group’s website: www.glanbia.com or can be obtained from the Group Secretary and Head of Investor Relations. ## Delivering ### Key responsibilities ## better nutrition Assisting the Board in defining and regularly reviewing the strategy of the Group relating to ESG matters and in setting relevant key performance indicators. ## responsibly Developing and reviewing regularly the policies, programmes, codes of practices, targets and initiatives of the Group relating to ESG matters, ensuring they remain effective and up to date and Donard Gaynor consistent with good industry practice. Environmental, Social and Providing oversight of the Group’s management of ESG matters Governance Committee Chair and compliance with relevant legal and regulatory requirements, including applicable rules and principles of corporate governance, and recognised international standards. ### Committee members and Committee tenure Reviewing and supporting progress made against the Group’s Number of full core ESG strategies including: Environmental Sustainability; Appointed to years on the the Committee Committee Health and Safety; Food Safety and Quality; and Diversity, Equity and Inclusion (“DE&I”). D Gaynor (Chair) 17 Jun 21 1 1 Reviewing the quality and integrity of internal and external P Coveney 17 Jun 21 < 1 full year reporting of ESG matters and performance to ensure that the I Haaijer 1 Sep 22 <1 full year Group provides appropriate information, complies with reporting J Murphy 17 Jun 21 1 obligations and meets international reporting standards and is transparent regarding its ESG related policies with the D O’Connor 1 Sep 22 <1 full year investment community. S Talbot 17 Jun 21 1 Reporting on these matters to the Board and, where appropriate, making recommendations to the Board. 1 P Coveney retired as an independent director and stepped down as Reporting as required to the shareholders of the Company on the an ESG Committee member on the 30 March 2022. activities and remit of the ESG Committee. See pages 83-86 for more information on current Environment, Social and Governance Committee members.  GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS  STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION **Dear Shareholder,** In 2021, we established our Environmental, Social & Governance (ESG) Committee to provide the Group with rigour, support and challenge on ESG matters. This report outlines our activities in support of this aim, and how we have discharged the responsibilities delegated to the ESG Committee by the Board. This report should be read in conjunction with Our Sustainability section on pages 50-66 and Our People section on pages 20-23 which provides further information on our ESG activities. At Glanbia we are focused on delivering better nutrition in a responsible way and achieving incremental improvements in impact for all stakeholders. Our Group sustainability strategy (as outlined on page 5) sets out our clear priorities based on the most material ESG topics to our business and stakeholders. Page 113 highlights the key activities of the ESG Committee during 2022 and outlines the main focus areas for the year ahead. **Regulatory environment** In the context of an evolving ESG reporting landscape with recently added requirements such as reporting under the Task Force on Climate-related Financial Disclosures (TCFD) framework and upcoming legislative requirements, including the EU Corporate Sustainability Reporting Directive (CSRD), which enacts mandatory sustainability reporting standards, the ESG Committee recognizes the challenge that an evolving ESG reporting landscape presents. This includes navigating ESG reporting obligations, while ensuring our ESG ambition is appropriately integrated into our strategic and operational plans and risk management framework. To support preparedness for existing and future requirements we have taken a number of actions in 2022. These included aligning to the Global Reporting Initiative (GRI) reporting standards, with a separate GRI report relating to full year 2022 planned for release in May of 2023, updating our ESG material topics impact assessment, and carrying out a review of our IT system capabilities to support disclosure requirements. **Climate change** The ESG Committee formally met three times this year. At each meeting, the ESG Committee received an update on the performance of our environmental pillars and the actions taken to support the Group's climate action agenda. In the context of reviewing the Group's transition plan outlining the proposed Scope 1 and 2 carbon emissions reduction pathway to 2030, the decision to increase the Group's associated emissions reduction target from 31% to 50% (2018 baseline year); in line with the Paris Agreement, was endorsed by the ESG Committee. Results of the climate-related impact assessment as disclosed within the TCFD report 62-65 was presented to the ESG Committee. This analysis has allowed the Group to evaluate the potential impacts of climate-related risks and opportunities that face the business and the wider value chain, and assess our current strategy and review our resilience against a number of different climate scenarios. In relation to Scope 3 emissions, as these relate to emissions generated in our value chain, our approach is one of partnership with suppliers and the wider diary industry with a focus on data quality and collaboration. Focus areas in 2023 include building a comprehensive Scope 3 roadmap to achieve reductions in our Scope 3 emissions, with an-farm footprinting a key input to this work, and to build an existing initiatives such as the US Dairy Net Zero Initiative (NZI) as part of the Environmental Stewardship Committee of the Innovation Center for US Dairy. **Diversity, equity and inclusion (DE&I)** This year we focused on cultivating a culture of belonging for all of our people at Glanbia, and ensuring our hiring practices align with our DE&I Policy. We did this by continuing to educate and build awareness around DE&I across the organisation through webinars, social-media and other forms of training for all employees, especially leadership and talent acquisition cohorts. We also established targets for leadership for female representation and for measuring employee inclusion to ensure these goals are being achieved in a quantifiable way. **Health and safety** 2022 was a year of continued progress in our mission to 'Zero Harm', with significant reductions in injury rates and zero critical injuries reported, demonstrating the effectiveness of our health and safety approach and culture of excellence across our sites. **Food safety and quality** The Group's quality and food safety standards continue to meet industry best practice, and all manufacturing sites hold an externally recognised food safety certification. In 2022, we also reviewed our internal programme, 'The 'Glanbia Quality System' (GQS), to ensure alignment with best practice standards through a third party review. **Membership** The ESG Committee comprises of myself as Chair, the Group Managing Director, and three Non-Executive Directors. Two members constitute a quorum. The Deputy Group Secretary acts as secretary to the ESG Committee. In addition, the Chief ESG and Corporate Affairs Officer holds a standing invitation to attend ESG Committee meetings. At the request of the ESG Committee, members of the Executive Committee, senior management team and external advisers may be invited to attend all or part of any meeting, as and when appropriate. As Chair, I report to the Board after each meeting on the nature and content of our discussion, recommendations and any actions to be taken. I would also refer you to page 113 which provides an overview of the ESG governance structure and related roles and responsibilities, including those of the ESG Committee. **Review of Committee performance** The ESG Committee assessed its performance covering its terms of reference, composition, procedures, contribution and effectiveness. As a result of that assessment, the Board and Committees are satisfied that the ESG Committee is functioning effectively and is meeting its terms of reference. **Denard Gaynor** Environmental, Social and Governance Committee Chair GLANBIA PLC | ANNUAL REPORT AND FINANCING STATEMENTS 2022 | 111 ## Environmental, Social and ## Governance Committee Report continued ### ESG Governance structure ### Glanbia plc Board The Board delegates specific ESG, including climate change, ### oversight matters to its committees: • Oversees all aspects of ESG, including climate ESG Remuneration Audit Nomination & change, responsible sourcing, Committee Committee Committee Governance health and safety, food safety • Oversees the • Supports the ESG • Oversees the Group Committee and quality, DE&I and embedding of the strategy through Financial Statements • Oversees community related topics. Group’s ESG alignment of the and regulatory appropriate Refer to the materiality Strategy, on behalf Groups incentive non-financial personnel are assessment page 55 for full of the Board plan to external ESG disclosures, including appointed to the listing of material ESG topics. • Reviews information targets, including climate-related Group’s respective • Provides rigorous challenge to presented within the environment and disclosures Committees and management on progress ESG report social metrics • Oversees the Board, and are against goals and targets. • Oversees the whistleblowing provided with • Ensures the Group maintains Group’s ongoing programme adequate training an effective risk management commitment relating • Oversees the Group and support to meet framework, including over to TCFD risk register process ESG requirements climate-related risks and • Approves – including climate and Group strategy opportunities. recommendations change, talent from the GOE in management, health respect of key ESG and safety and issues and related product safety and objectives compliance ### Group Operating • Comprises of the Group Managing Director, • Approves recommendations from the ESG Centre Group Finance Director, GPN and GN Chief of Excellence ### Executive (GOE) Executive Officers, Chief ESG and Corporate • Makes recommendations to the ESG Committee Affairs Officer, Chief Human Resource Officer in terms of ESG initiatives, operational and and Corporate Development Director strategic approach to meet the overall Group • The Chief ESG and Corporate Affairs Officer is ESG agenda responsible for implementation of the Group’s • Members of the Capital Investment Committee ESG strategy including ensuring integration and – responsible for oversight of responsible achievement of our climate related targets, with investment activity support from the GOE ### ESG Centre • Chaired by the Chief ESG and Corporate Affairs Officer, comprises of the VP DE&I, SVP of QHS and SVP of Sustainability, Head of ESG Governance and Reporting, and Head of ESG and Leadership ### of Excellence Communications • Input from wider group functions including Group Finance, Corporate Affairs, Investor Relations, IT and Procurement • Provides expert advice and direction in respect of ESG strategy, supporting the Business Units in achieving ESG targets and commitments • Monitors performance and keeps the GOE informed on areas of required focus and progress made ### ESG Leadership Team (LT) Sustainability LT DE&I Committee QHS LT ESG Reporting LT Comprises of Group and Business Unit representatives – responsible for advancing the relevant strategic pillars and delivering the Group-wide strategy and Business Unit specific activities ### Local The local Business Units are responsible for implementation of the Group’s ESG strategy, and ensuring workstream delivery. ### Business Units The following workstreams are in place to support the respective pillars and ensure delivery of respective Business Unit work programmes: DE&I QHS Sustainability Culture & Leadership, Food Quality & Safety, Carbon Emissions, Water, Reports to Talent Acquisition, Employee Health & Safety Waste, Packaging, Informs Commercial & Reputation, Responsible Nutrition Responsible Sourcing, Board level Employee Resource Groups, Reporting, Operational level Training & Education  GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS  GOVERNANCE Further information Key activities of the ESG Committee during 2022 refer to: Through the Chair of the ESG Committee, the Board has been formally updated of all the activities and related actions to meet the Board approved Page(s) ESG strategy: Environment Overseeing ESG ambition and performance against stated targets: • Updated Scope 1 & 2 reduction commitment – aligned to 1.5 degrees Celsius pathway.  • Approval of supporting decarbonisation plan comprised of operational improvements and renewable electricity  procurement. • Continued partnership with suppliers and wider dairy industry initiatives.  • Upgrading of our waste targets to externally accredited TRUE zero waste certification.  • Continued focus on consumer packaging innovation and recyclability.  • Enhanced analysis including financial quantification assessment on the identified climate-related risks and opportunities. - Social Page(s) Overseeing actions taken to support our stated DE&I strategy, employee engagement and our people’s health, safety and wellbeing: • Three Employee Resource Groups – Glanbia NOW (Network of Women), Mosaic (multi-cultural) and True Colours  (LGBTQIA+) were set up. • Suite of global training modules deployed, including ‘fostering inclusion’ learning and development programme and  ‘unconscious bias’ leadership training. • Initiatives from our employee engagement survey, including improved flexible working and parental leave. - • Continued improved health and safety metrics, with zero critical injuries reported during 2022.  • All manufacturing sites continue to maintain an externally recognised certification in quality food safety, such as those  recognised by the Global Food Safety Initiative (“GFSI”). • Embedding of EcoVadis risk assessment as part of our supplier due diligence process.  Governance Page(s) Ensuring appropriate governance structures are in place to support the Group’s ESG strategy, including: • Attending externally facilitated Board training sessions supporting our ESG strategy.  • Reviewing and approving Glanbia’s externally published ESG policies, including the updated Code of Conduct, Supplier  Code of Conduct and Anti-bribery and Corruption policy. • Approval of ESG targets within STIP and LTIP remuneration targets.  • Enhanced and more transparent ESG reporting through use of the GRI reporting framework.  • External review of the Group’s ESG data systems and related processes.  ### Focus areas for  • Formalise our biodiversity, forestry and circular economy work In 2023 we will continue to build upon the momentum gained in programmes. 2022, and support the actions required to meet our stated • Continue to support improved health and safety performance commitments and ambition. The key priorities for the ESG with a focus on root cause and near miss analysis reporting. Committee include: • Complete an independent regulatory capability assessment • Further implementation of our on-site decarbonisation plan, and benchmarking review relating to food safety and quality. with a dedicated on-site team charged with delivering this • Further engrain our DE&I strategy across all aspects of our plan through a combination of production efficiencies (as organisation, including increase gender, racial and ethnic identified through our audit and metering processes) and representation in leadership. purposeful capital expenditure projects. • Ensure responsible procurement remains a key focus, • Continued focus on our renewable energy procurement strengthen our due diligence processes further, through the strategy. use of the EcoVadis risk assessment tool and Group • Accelerate modelling work to develop a comprehensive procurement protocols – with the protection of human rights roadmap to reduce Scope 3 emissions to meet our targets. at the core. • Further embed the results of climate change risk and • Continue focus on stakeholder engagement, and opportunity assessments within our strategy and risk understanding how Glanbia impacts our stakeholders. management process, with active challenge and support from • Monitor the Group’s ESG reporting, data systems and related the ESG Committee. policies and processes delivering more transparent and • Progress our plans to incorporate an internal carbon price comparable reporting, and ensuring readiness for future mechanism within our capital investment assessments. mandatory assurance, under CSRD. • Build on the initiatives and delivery of commitments set during • Ensure ESG performance continues to be a key indicator and 2022 within our other key environmental pillars, including strategy driver, linked to remuneration performance. waste (building alignment with the TRUE zero waste certification requirements), water and consumer packaging. GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS   STRATEGIC FINANCIAL OTHER REPORT STATEMENTS INFORMATION ## Nomination and Governance Committee Report ### Terms of reference The full terms of reference of the Nomination and Governance Committee can be found on the Group’s website: www.glanbia. com or can be obtained from the Group Secretary and Head of Investor Relations. ## Fostering a ### Key responsibilities ## culture of Assessing the composition, structure and size (including skills, knowledge, experience and diversity) of the Board and its Committees and making recommendations on appointments ## diverse and and reappointments to the Board. Planning for the orderly succession of new Directors to the Board and of senior management. ## inclusive Keeping up to date and fully informed about strategic issues and commercial changes affecting the Company and the market in which it operates. ## leadership Keeping under review the leadership needs of the Group, both executive and non-executive, with a view to ensuring the continued ability of the Group to compete effectively in the market place. Donard Gaynor Reviewing the talent capability across the Group. Nomination and Governance Committee Chair Keeping the extent of Directors’ other interests under review to ensure that the effectiveness of the Board is not compromised. Overseeing the performance evaluation of the Board, its ### Committee members and Committee tenure Committees and individual Directors. Number of full Keeping under review corporate governance developments with Appointed to years on the the Committee Committee the aim of ensuring that the Group’s governance policies and practices continue to be in line with best practice. D Gaynor (Chair) 12 Dec 14 8 Ensuring that the principles and provisions set out in the Irish R Brennan 20 Jan 21 2 Corporate Governance Annex (the “Irish Annex”) and the UK D O’Connor 12 Dec 14 8 Corporate Governance Code 2018 (the “Code”) (together the “Codes”) (and any other governance code that applies to the See pages 83-87 for more information on current Company) are observed. Nomination and Governance Committee members. Reviewing the disclosures and statements made in the Directors’ Report to the shareholders.  GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS  STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION **Dear Shareholder,** On behalf of the Board and the Nomination and Governance Committee it is my pleasure to present the Nomination and Governance Committee Report for the year ended 31 December 2022. Gianbra's values are at the heart of our business and culture, and for this to be the case, it is essential that the Board and each individual Director, our senior leadership team and our wider workforce share these values. We believe in leading by example, and it is a paramount responsibility of the Nomination and Governance Committee to oversee evaluation of the Board to ensure these values are being maintained and encouraged in every facet of our business. In this regard, the Nomination and Governance Committee keeps Board composition under constant review, continuously evaluating the composition, balance and performance of the Board and of its Committees, identifying and recommending to the Board the appointment of new Directors and Committee members to ensure that the Board and its Committees are comprised of an appropriate balance of independence, skills, knowledge, experience and diversity so that they are effective in discharging their responsibilities and in having holistic oversight. The Nomination and Governance Committee also identifies the leadership needs of the Group, overseeing talent and succession plans for senior roles and monitors the Group's compliance with, and approach to, all applicable legal, regulatory and guidance related to corporate governance matters. **Focus for the year** The Nomination and Governance Committee's areas of focus in 2022 were the appointment of two new Independent Non-Executive Directors, Ilona Haager and Kimberly Underhill (following the retirement of Patrick Coveney on 30 March 2022 and the retirement of Vincent Gorman on 5 May 2022) oversight of the internal Board evaluation, ongoing succession planning and oversight of the Board's Diversity, Equity and Inclusion ("DE&I") ambitions, each of which are dealt in more detail in the following pages. We also refreshed our Nomination and Governance Committee composition following the appointment of Kimberly and Ilona. Full biographical details for Kimberly and Ilona are set out on page 85. Information on the process followed in respect of their recruitment is contained on pages 97, 98 and 117. **Gender** ![img-10.jpeg](img-10.jpeg) Male - 64% Female - 36% **Independence** ![img-11.jpeg](img-11.jpeg) Independent - 43% Non-independent - 57% Our search for new Independent Non-Executive Directors continues in accordance with the planned reduction of the Society's representation on the Board and the Group's well-established succession plans. We remain cognisant of our ambitions and will look to strengthen our diversity of skills, knowledge and personal experiences. Gender diversity remains a priority to ensure the Company maintains its target that 50% of our Independent Non-Executive Director appointments are female. **Board evaluation** During 2022 in line with our agreed internal evaluation cycle, the Nomination and Governance Committee oversaw an internal evaluation of the effectiveness of the Board and its Committees. The results of this process were positive and provided the Board with the assurance that it was operating effectively. An external evaluation will be conducted in 2023. Information on the evaluation process and a summary of the outcomes of the Board evaluation and the areas of focus for 2023 arising therefrom are set out in more detail on pages 99 and 100 of this report. **Committee aims for 2023** In 2023, Board composition, balance and diversity (both gender and ethnicity), senior management succession planning and governance oversight will continue to be priorities for the Nomination and Governance Committee. We will continue to support the Board's broader oversight of talent and succession, ensuring that the frameworks through which the Board analyses and evaluates these matters are thorough and robust. Additionally, the Nomination and Governance Committee will oversee the Board's external evaluation process and monitor progress against the findings from the most recent internal evaluation and will continue to lead Non-Executive Director search activity and Board renewal with an emphasis on diversity. The following pages provide further details on the roles and responsibilities of the Nomination and Governance Committee and its governance duties. I am available at any time to discuss any matters that any shareholder may wish to raise. On behalf of the Nomination and Governance Committee **Donard Gayner** Nomination and Governance Committee Chair ALLANDA PLC | ANNUAL REPORT AND FINANCING STATEMENTS 2022 115 ## Nomination and Governance Committee Report continued ### Diversity, Equity and Inclusion Critical to our success is ensuring a culture that complements the delivery of our strategy. The Board continues to focus on organising a corporate culture that is more diverse, equitable and inclusive and on ensuring that this aligns with the Company's purpose, values and strategy. We are committed to fostering a truly inclusive culture that rejects any forms of racism and other discrimination, where talent and individuality is nurtured, where everyone feels that they belong, are valued, respected and appreciated for who they are as individuals and the diverse perspectives they bring to Glanbo and that they have equal opportunities to thrive regardless of ethnicity, religion, colour, gender, sexual orientation, nationality or any other personal characteristics. This year, the Group was very active in promoting DE&I. Employee Resource Groups ("ERGs") were established for female [Glanbo Network of Women ("Glanbo NOW")], multicultural (Maaasi) and LGBTQIA+ employees (True Colours) further details of which are set out on page 22. Female management representation targets were built into annual incentives for Executive Directors. The Board also focused on equipping talent acquisition with the resources to attract and source diverse talent and educate hiring managers on inclusive hiring practices along with an increased focus on ensuring diverse candidate states for open roles to improve diverse hiring. Details of our diversity objectives, policy on equity and inclusion and how this is linked to Company strategy can be found on pages 20-22. ### Board diversity The commercial benefits of having a diverse Board are well established. Our Board diversity policy is contained on page 97. We strongly believe that diversity throughout the Group and at Board level is a driver of business success. We respect, value and welcome all forms of diversity. We recruit talented Board members who have the appropriate mix of skills, capabilities and market knowledge to ensure the Board is effective. When recruiting, we look across all sectors and non-traditional talent goals, and we require diversity on our candidate shortlists. We believe that diversity, equity and inclusion are essential to our purpose of delivering better nutrition for every step of life's journey. In 2020, the Group agreed that as new appointments are made, the target is that a minimum of 50% of the Independent Non-Executive Directors will be female. The Group continued to progress this in 2022 with two of its most recent appointments being female, increasing total female Board membership to 36%, 55.5% of Independent Non-Executive Directors, Group Chairman and Executive Directors. ### Tirlán Co-operative Society Limited (formerly Glanbia Co-operative Society Limited) – Right to nominate Non-Executive Directors On 5 May 2021 the Company and the Society entered into an amended and restated relationship agreement, as required for compliance with the Listing Rules (the "Relationship Agreement"). Under the Relationship Agreement, the number of Non-Executive Directors nominated by the Society reduced to five in 2022 in a Board comprising of 14 members, with seven Independent Non-Executive Directors and two Executive Directors. In 2023 the number of Directors nominated by the Society will decrease to three and the overall Board size will be reduced by one to 13. Patsy Ahern and John Murphy will retire immediately following the 2023 AGM and it is expected a new Independent Non-Executive Director will be appointed during the year. ### Governance The Nomination and Governance Committee comprises of the Group Chairman as Chair and two Independent Non-Executive Directors, of whom two members constitute a quorum. The Group Secretary and Head of Investor Relations acts as secretary to the Nomination and Governance Committee. The Group Managing Director attends by invitation only. The Nomination and Governance Committee advises the Board on significant developments in the law and practice of corporate governance and monitors the Company's compliance with corporate governance best practice (making recommendations to the Board in relation to changes and enhancements to current procedures), with particular reference to the Codes. There was extensive engagement with shareholders during 2022 on governance matters which are detailed throughout the Stakeholder Engagement on page 90 and Board Highlights on pages 92-94. ### Board size, composition and renewal The Nomination and Governance Committee reviews Board composition and structure and the leadership and succession needs of the Group to ensure we have the right balance of skills, knowledge and experience on the Board, taking account of our business model and the specific sectors in which the Group operates and developments in terms of scale, geographic expansion and external factors. ### Succession planning Oversight of succession planning is one of the Board's prime responsibilities, assisted by the Nomination and Governance Committee. The Nomination and Governance Committee leads the process for Board appointments and is responsible for ensuring that plans are in place for orderly Board and senior management succession. In addition, the Nomination and Governance Committee ensures that the Group's governance framework facilitates the appointment and development of effective Directors and management that can deliver shareholder value over the longer term. The Nomination and Governance Committee regularly reviews the structure, size and composition of the Board and its Committees, to ensure critical skills and experience are appropriately refreshed, that continuity is maintained, and that Directors with the appropriate skills and experience and from a diverse range of backgrounds join the Board to bring fresh perspective. The Committee ensures that appropriate procedures are in place for nominating (pages 96-198), inducting (pages 97-98) and evaluating (pages 99-100) Directors. The Nomination and Governance Committee goes full consideration to succession planning for Directors, in particular the Group Chairman, the Group Managing Director and Group Finance Director taking into account both Group strategy and the Group's DE&I strategy (which is now at the core of the Group's succession planning). The Nomination and Governance Committee is heavily focused on the leadership needs of the Group at senior management level and regularly receives updates from the Chief Human Resources Officer. 116 | SCANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS 2022 GOVERNANCE ### Governance in action Non-Executive Director appointment Ilona Haaijer and Kimberly Underhill were appointed to the Board with effect from 1 August 2022. The key stages of the nomination process are outlined below. The Nomination and Governance Committee assessed the skill set, experience and diversity ## 1. on the Board, the requirements to meet the Group’s future growth plans, together with the planned retirements from the Board over the coming years. Assessment The Nomination and Governance Committee agreed to prioritise gender diversity to enable ## 2. the Company progress its objective to achieve its target that 50% of the Independent Non-Executive Directors be female. Such candidate would bring the following mix of skills and Requirement experience: marketing background with CEO, President, General Manager, or other commercial leader experience; US market experience; food ingredients industry experience; food or wider consumer products experience; and previous board experience. A sub-Committee comprised of the members of the Nomination and Governance Committee ## 3. and the Chairman and Vice-Chairmen of the Society was established to progress the Independent Non-Executive Director selection process with a global talent search firm. Search The sub-Committee assessed a long list of candidates identified by the search firm as having ## 4. met the criteria. Screening A shortlist of potential candidates went through a two stage interview process meeting with ## 5. the Group Chairman and the Group Secretary and Head of Investor Relations, initially. Second round interviews involving a number of Non-Executive Directors of the Company as well as the Interview members of the Nomination and Governance Committee and the Executive Directors were undertaken. Following a successful interview round, and a check for any disclosures required under Listing ## 6. Rule 6.1.66 of the Euronext Dublin Listing Rules and 9.6.13 of the FCA Listing Rules, the Group Chairman took independent references on the candidates and then discussed their suitability Approval with the Nomination and Governance Committee. The Nomination and Governance Committee then recommended the appointments to the Board for final approval. During 2022, the Nomination and Governance Committee Crucial to the successful delivery of our strategy is attracting and focused on the succession pipeline in the context of the Group’s retaining strong, diverse talent who have an affinity to our longer term talent strategy to ensure the development of a culture. Our culture is a major contributing factor to the delivery skilled workforce and nurture and encourage that workforce’s of long-term success for our stakeholders and this makes the own goals for management and senior leadership. Internal talent effective internal management of that talent absolutely critical development and the attraction and retention of skilled to ensuring that Glanbia’s unique culture is preserved as far as individuals is facilitated through engagement with Human possible. Resources so that the people strategy is aligned with the development of the internal talent pipeline. We look to identify The Nomination and Governance Committee plays a key role in and accelerate the development of talent at all levels, based on embedding a positive culture by ensuring that our succession an assessment of successor readiness in respect of senior planning and appointment process identifies candidates who are positions, and our talent acquisition and development process exemplars of our values. Our induction and training programmes strives for transparent, equitable and accessible processes. NOW and the annual performance evaluation process promotes these provides a space for education, conversation, networking, values in all of our Directors and employees. mentorship and professional development, with a view to enabling our female workforce to access the support they need to progress professionally within the Group, to facilitate more women in senior leadership positions. GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS   STRATEGIC FINANCIAL OTHER REPORT STATEMENTS INFORMATION # Nomination and Governance Committee Report continued The Nomination and Governance Committee is satisfied that effective succession plans for Directors and senior management are in place to ensure the continued ability of the Group to implement strategy and compete effectively in the markets in which it operates in a manner that fosters the Company's culture and values. ## Independent Non-Executive Director recruitment and selection process In 2022, in accordance with the planned reduction of the Society's representation on the Board, an Independent Non-Executive Director recruitment and selection process was undertaken to identify two new diverse Independent Non-Executive Directors. Egon Zehnder, global talent search firm (who does not have any other connection with the Company or the Directors) was engaged to assist in the identification of suitable candidates for appointment as Non-Executive Directors to the Board. A Non-Executive Director role specification was drawn up to determine the key skills, experience, characteristics and requirements for the roles having regard to the challenges and demands of the future operating environment, growth opportunities for the Group and Board diversity. Please refer to 'Governance in Action' on page 117 for a detailed description of the process. ## Committee changes There were a number of changes to the membership of the Board Committees in 2022: - a new Development Committee was established on 24 February 2022. The Group Chairman, the Group Managing Director, the Group Finance Director, Dan O'Connor, Paul Duffy and Raisin Brennan were appointed to the Development Committee on that date. The Group Chairman was appointed as Chair of the Development Committee. - Paul Duffy replaced Dan O'Connor as Chair of the Audit Committee on 7 March 2022; - Patrick Caveney resigned from the Audit Committee on 30 March 2022 and the ESG Committee on 30 March 2022; coincident with his resignation from the Board. - Dan O'Connor retired from the Remuneration Committee on 1 August 2022 and the Audit Committee on 17 August 2022; - Ilona Hoajer and Kimberly Underhill were appointed to the Audit Committee on 17 August 2022; - Kimberly Underhill was appointed to the Remuneration Committee on 1 August 2022; - Ilona Hoajer and Dan O'Connor were appointed to the ESG Committee on 1 September 2022; and - Jane Lodge was appointed to the Development Committee on 29 July 2022 and Ilona Hoajer and Kimberly Underhill were appointed to the Development Committee on 1 August 2022. The membership of the Nomination and Governance, Development and Remuneration Committees continues to comprise only the Group Chairman and Independent Non-Executive Directors. The Audit Committee continues to comprise only Independent Non-Executive Directors. ## Workforce engagement Director During 2019, the role of Donald Gaynor, an Independent Non-Executive Director (at that time, and now Group Chairman), was expanded to include oversight of workforce engagement to further improve Board involvement in this area and to gather employees views and communicate them to the Board so that employees' views can be considered in Board discussions and decision-making. Details of Donald's engagements with employees during 2022 are set out in Stakeholder Engagement on page 128. ## Regular matters A number of regular matters were considered by the Nomination and Governance Committee in accordance with its terms of reference, such as ## Review of Non-Executive Directors' independence in accordance with the guidance in the Codes The Board evaluation and review process considered the independence of each of the Non-Executive Directors, taking into account their integrity, objectivity and contribution to the Board and its Committees. A rigorous internal review was carried out in respect of those Non-Executive Directors who served longer than six years. The Board is of the view that the following behaviours are essential for a Non-Executive Director to be considered independent: - provides an objective, robust and consistent challenge to the assumptions, beliefs and views of senior management and the other Directors; - questions intelligently, debates constructively and challenges rigorously and dispassionately; - acts at all times in the best interests of the Company and its shareholders; and - has a detailed and extensive knowledge of the Company and the Group's business and of the market as a whole which provides a solid background with which they can consider the strategy of the Company and the Group objectively and help the Executive Directors develop proposals on strategy. The Board also gives due regard to applicable legislation. The Board and Nomination and Governance Committee believe that all Non-Executive Directors demonstrated the essential characteristics of independence and brought independent challenge and deliberations to the Board. The reviews took into consideration the fact that Donald Gaynor, Brendon Hayes, John G Murphy and Patrick Murphy have each served on the Board for more than nine years (John G Murphy serving 12 years conterminously with the Group Managing Director, the longest conterminous period with a current Executive Director) a factor the Codes state could be relevant to the determination of a Non-Executive Director's independence. The Codes also make it clear, however, that a director may be considered independent notwithstanding these facts. This reflects the Board's view that independence is determined by the Director's character as set out above. Nevertheless, the Non-Executive Directors nominated by the Society are not considered by the Board to be independent for the purposes of the Codes. ## Group Chairman tenure On 11 August 2021, the Board extended the tenure of Donald Gaynor as Group Chairman until 2025. The Board remain unanimous in its view that the Group Chairman continues to provide strong, objective and effective leadership to the Board notwithstanding that he has served on the Board for more than nine years. The Board believes that the extension of the Group Chairman's tenure for a limited period beyond nine years is warranted in this particular instance to facilitate effective succession planning and the development of a diverse board. 118 | SCANDIA A.C. TANNUAL REPORT AND FINANCIAL STATEMENTS 2022 GOVERNANCE ### Election or Re-election of Directors The Nomination and Governance Committee continues to be of the view that all Directors should be re-elected to the Board at the Company’s AGM and this was the case in 2022. All Directors with the exception of Patsy Ahern and John Murphy, who will retire following the 2023 AGM, in accordance with the planned reduction of the Society’s representation on the Board, are seeking election or re-election at the 2023 AGM. The Group Chairman has confirmed that each of the Directors, who are seeking election or re-election, continue to be effective members of the Board and demonstrate their commitment to their responsibilities, further detail in respect of which is contained on page 100. The Nomination and Governance Committee assessed the Non-Executive Directors’ time commitment considering both the time required for Glanbia Board and Committee appointments and the number and nature of the Directors’ external commitments. All Non-Executive Directors continue to demonstrate that they have sufficient time to devote to their present role on the Board. This has also been a consideration of the Board in assessing potential candidates for the role of Independent Non-Executive Director in 2022. ### Committee performance The Nomination and Governance Committee assessed its performance covering its terms of reference, composition, procedures, contribution and effectiveness. As a result of that assessment, the Board and Committee are satisfied that the Nomination and Governance Committee is functioning effectively and continues to meet its terms of reference. GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS   STRATEGIC FINANCIAL OTHER REPORT STATEMENTS INFORMATION ## Remuneration Committee Report ### Terms of reference The Remuneration Committee Terms of Reference were reviewed and approved by the Committee during 2022, they can be found on the Group’s website: www.glanbia.com or obtained from the Group Secretary and Head of Investor Relations. ## Focusing on ### Key responsibilities ## our strategic Determine and agree with the Board the framework and policy for remuneration of the Executive Directors and other Senior Executives as required. ## objectives Oversee remuneration design and target setting of annual and long-term incentive arrangements to ensure comprehensive linkages between performance and reward and to incentivise delivery of Group strategy. ## and sustaining Determine, within the agreed policy, individual total compensation packages for the Executive Directors and other Senior Executives as required. ## performance Determine any employee share-based incentive award and any performance conditions to be used for such awards. Jane Lodge Consider and approve Executive Directors’ and other Senior Remuneration Committee Chair Executives’ total compensation arrangements annually. Determine the achievement of performance conditions for ### Committee members and Committee tenure vesting of Annual and Long-Term Incentive Plans. Number of full Review and understand reward policies and practices Appointed to years on the the Committee Committee throughout the Glanbia Group. R Brennan 20 Jan 21 2 ### Dear Shareholder, P Duffy 17 Jun 21 1 On behalf of the Board and the Remuneration Committee, I am D Gaynor 13 May 14 8 pleased to present the Directors’ Remuneration Committee J Lodge (Chair) 14 Dec 20 2 Report for the year end 31 December 2022. K Underhill 1 Aug 22 <1 ###  AGM and engagement with shareholders 1 D O’Connor 1 Dec 14 7 I would like to thank those shareholders who engaged with me on our proposals for a new Directors’ Remuneration Policy (the 1. D O’Connor stepped down as a Committee member on 1 August 2022. “Policy”) ahead of the 2022 AGM. The feedback we received was welcomed, and following the engagement, the Remuneration See pages 83-87 for more information on the current Committee was very pleased with the level of support for the new Remuneration Committee members. Policy with 87.9% of votes cast being in favour. Our new Policy rebalances our incentives to the shorter term to drive strong year-on-year growth over the next policy period, as well as embed and sustain new ways of working after significant organisational changes in recent years, leading to longer term sustainable performance. Our new Policy also enables the Remuneration Committee to be more agile in calibrating performance targets for the majority of the variable remuneration, resulting in the Remuneration Committee being able to refocus objectives over shorter time frames as well as resulting in a stronger link between management performance and reward. Significant focus is maintained on longer term sustainable performance and the wider shareholder experience through bonus deferral, equity awards and shareholding requirements. ### Business performance  As noted in the Group Chairman’s statement, the Group performed strongly in 2022, delivering growth through an attractive portfolio of growing nutrition categories. We have simplified and evolved our strategy, reshaping our operating model to drive customer and consumer relevance, delivering on our 2018-2022 strategic targets and setting new and ambitious goals for 2023-2025.  GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS  STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION 2022 saw Gloriba deliver its highest earnings ever in terms of adjusted Earnings Per Share ("EPS"), with growth in adjusted EPS from continuing operations of 15% constant currency against the originally guided range of 2% to 8%. We delivered across all of our key metrics, with revenues, profit, margins, cash generation and return on capital employed ("ROCE") all growing in 2022. In May we acquired Sterling Technology LLC, strengthening our offering in immunity solutions and in April we completed the sale of our 40% holding in Gloriba Ireland to Tirlan Co-Operative Society Limited (formerly Gloriba Co-operative Society Limited) (the "Society") for €307 million. Our strategy is clear, and we are well positioned to deliver our growth commitments over the 2023–2025 period and beyond. It is within this business context that the Remuneration Committee reviewed remuneration outcomes for 2022. ### Remuneration in respect of 2022 #### Executive Director base salary, benefits and pension Base salaries for the Executive Directors were increased by 2.8% aligned to the increases to our wider employee population in Ireland. The resulting base salary for the Group Managing Director ("GMD") from 1 January 2022 was €1,106,385 and for the Group Finance Director ("GFD") was €612,200. There were exchanges to pension contributions and benefits from 2021. #### 2022 Annual Incentive The 2022 annual incentive is the first award to be made under the new Policy, with the maximum opportunity for the Group Managing Director and Group Finance Director being 250% and 200% of salary respectively. Annual incentive measures and weightings for 2022 were unchanged from 2021 and comprised a combination of financial targets (adjusted EPS and Cash Conversion, with a 50% and 20% weighting respectively), strategic (20% weighting) and ESG (10% weighting) objectives. The Group achieved all of its key financial targets for 2022, progressively upgrading earnings guidance during the year as the Group mitigated significant inflationary pressures. Reflecting strong performance during the year, the Group exceeded its maximum growth target for adjusted EPS (17.6% growth vs annual incentive maximum of 8%, constant currency). The Group also exceeded target for cash conversion (85.7% vs annual incentive target 80%). In respect of the ESG measures, the maximum inclusion index target was exceeded (69.5 vs 69), however, the threshold female representation target was not achieved (34% vs 35%). The Executive Directors performed strongly against the operating and strategic objectives set by the Remuneration Committee. The formulaic outcome of the annual incentive is the achievement of 88.2% of maximum for the Group Managing Director and 89.1% of maximum for the Group Finance Director reflecting the Group's strong performance in 2022. Full details on the targets and related performance can be found on page 130. Under our new Policy, 50% of the annual incentive earned is deferred into shares with 30% released after two years and the remaining 20% after three years. #### 2020 Share Awards Vesting The vesting of the 2020 share awards is determined by performance over the three-year performance period to 31 December 2022, measuring Group EPS (40% weighting), Group ROCE (46% weighting) and relative Total Shareholder Return ("TSR") against the STOXX Europe 600 Food and Beverage Index (20% weighting). At the date of grant, the 2020 share awards were scaled back by 20% to 200% of salary (from 250%) for the Group Managing Director, and 160% (from 200%) for the Group Finance Director to reflect challenging market conditions at that time and share price performance during 2019. The formulaic vesting outcome for both the Group Managing Director and Group Finance Director for the 2020 share awards is 65.9% of maximum. The performance outcome inherent in this vesting level is exceptional given that the targets set become significantly more challenging due to the disruptive impact of the Covid-19 pandemic over the period. The targets set at time of grant were not adjusted for this factor for the Executive Directors. As I explained in last year's Remuneration Report, I engaged with shareholders during 2021 to understand their views on amending targets, applying new targets or the exercise of discretion to increase the vesting level of those inflight share awards affected by the Covid-19 pandemic and factors outside of management's control. The Remuneration Committee listened carefully to feedback at that time, determined that no action should be taken in respect of the 2019 award and has this year considered at length whether the application of discretion for the 2020 award would be appropriate. While the Remuneration Committee noted that many shareholders understood the context and were sympathetic to the rationale for applying discretion, it determined not to apply discretion to increase the formulaic outturn of the 2020 share awards for the Executive Directors. The 2020 share awards will not vest before 23 March 2023, the third anniversary of grant. Full details of the targets and related performance can be found on page 132. #### 2022 Share Awards 2022 share awards were made under the Policy with grants of 150% of salary to both Executive Directors. The metrics and weightings were adjusted EPS (40%), ROCE (40%) and ESG measures (20%). ### Review of formulaic incentive outcome, consideration of windfall gains and total single figure The Remuneration Committee has reviewed both the 2022 annual incentive and 2020 share awards formulaic outcome and considered whether they are appropriate in the context of underlying business performance and wider stakeholder experience. As part of its review the Remuneration Committee has also considered matters such as culture, conduct, health and safety, systems and controls, reputation and risk and noted the positive delivery across these areas in the period. As noted, the payment under the annual incentive reflects the Group's strong performance in 2022. The vesting level of the 2020 share awards reflects both a scaled back level of grant and exceptional performance delivery against targets which were set prior to, and not adjusted for, the unforeseen impact of the Covid-19 pandemic on the business in the three-year period to December 2022. No positive discretion has been applied to the formulaic outcomes achieved. ALAMEDA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS 2022 | 121 ## Remuneration Committee Report continued The increase in the single total figure from 2021 results from the application of the new incentive Policy, the strong performance of the business and personal contribution of the Executive Directors in 2022 and the vesting of the 2020 share awards granted under the old Policy (the commensurate reduction in 2022 share award levels will vest in 2023). Considering all factors, the Remuneration Committee is comfortable with the level of remuneration payable to the Group Managing Director and Group Finance Director for 2022. The Remuneration Committee also considered investor concerns regarding 'windfall gains'. Acknowledging the scaling back of the 2020 awards at date of grant by 20%, the vesting level of 65.9% and the strong business performance and outperformance of Glanbia relative to the FTSE 100 and the STOXX Europe 600 Food and Beverage Index over the performance period, the Committee considers that the increase in the share price from date of grant (65.79) is due to the underlying performance of the business and the vesting of the 2020 awards does not result in a 'windfall gain'. No scale back was considered appropriate for the 2022 share awards taking into account the share price at which the award was made of €11.87 and the share price at which previous awards have been made. Given the current share price relative to previous share award share prices, it is not anticipated that a scale back will be appropriate for the 2023 award. ### 2023 operation of Policy Executive Director Boss Salary The base salary of the Group Managing Director and Group Finance Director will increase by 3.4% to €1,144,002 and €833,015 respectively, effective 1 January 2023. The Remuneration Committee considers that this increase for the Executive Directors is appropriate in the context of the average increases in the wider workforce with a higher rate of increase planned in both the US of 4.1% (which is approximately 70% of the workforce) and the UK of 4.3%. The salary increases for our different locations vary dependent on local conditions, levels of inflation and market positioning of overall remuneration. Both the Remuneration Committee and management are conscious that many of our employees, in Europe and North America, have through 2022 and into 2023, experienced ongoing cost-of-living pressures as a result of the current economic environment. With approximately 70% of our talent population in the US, in 2022 we made some mid-year adjustments to the hourly paid employees which resulted in average hourly increases higher than the standard increase. Glanbia is committed to supporting its employees through employee assistance programmes, a variety of wellbeing initiatives and where appropriate, off-cycle adjustments. We are delighted to develop new and more inclusive global Family Leave policies, which will be implemented in 2023. A Wellbeing working committee was also established, which has led to the development of a new framework that will be rolled out in early 2023. Smart Working was another area of focus as offices began to open once again. Our employees continue to enjoy the benefits of our hybrid working model and flexible hours policy. We also enhanced our US benefit programme, providing lower cost options to meet the needs of our employees. ### Executive Director Pension Last year I explained that we were reviewing our workforce pension arrangement and that our Executive Directors would be aligned to the workforce rate in Ireland following this review. Although the review has not yet completed, from 1 January 2023 the pension contribution for the Group Managing Director and Group Finance Director has been reduced from 26.5% of salary and 25% of salary respectively to 12% for both Directors. Upon conclusion of our workforce pension review in 2023, any further necessary adjustments for the Group Managing Director and Group Finance Director to align with the workforce rate in Ireland will be made at that time. ### Executive Director Benefits There were no changes to benefits from 2022. ### 2023 Annual Incentive The maximum annual incentive opportunity for 2023 remains at 250% and 200% of salary for the Group Managing Director and Group Finance Director. The performance metrics and weightings remain the same as for 2022, being 50% adjusted EPS, 20% Cash Conversion, 20% strategic objectives and 10% ESG measures. The targets for the annual incentive are commercially sensitive and will be disclosed retrospectively in next year's Remuneration Report. However, the Remuneration Committee is comfortable that the targets set for 2023 reflect our business planning and are appropriately stretching taking into account both the increased annual incentive opportunity under our new Remuneration Policy as well as the current economic and business environment. ### 2023 Share Awards 2023 share awards will be granted at 150% of salary. Performance and vesting will be determined by the same key Group performance metrics that applied to the 2022 award of adjusted EPS (40%), ROCE (40%) and ESG measures (20%). Full details on measures, weightings and targets are set out on page 135. ### Non-Executive Director Remuneration Our Chair and Non-Executive Director fees for 2023 will be increased in line with the increase for our Executive Directors at 3.4%. ### Conclusion 2022 was a year of strong operational and strategic performance delivery for Glanbia against a challenging economic backdrop. Having performed robustly during the pandemic, we entered 2022 with an unprecedented level of inflation, executed significant pricing action, delivered other inflation mitigations while continuing our investment in our business and sustaining customer and consumer relevance. We delivered our highest reported adjusted EPS from continuing operations, positioned the Group for future growth and made considerable progress on non-financial priorities including our talent and ESG agendas. The Remuneration Committee, reflecting on performance during the year, is completely satisfied that the remuneration outcomes for 2022 demonstrate a strong link between pay and performance, and that the Directors Remuneration Policy approved at the 2022 AGM has worked effectively during its first full year of operation. I am available through our Group Secretary and Head of Investor Relations if you wish to engage with me prior to our 2023 AGM. I look forward to receiving your support at the AGM for the advisory shareholder resolution to approve this Annual Statement and our Annual Report on Remuneration. Jane Lodge Remuneration Committee Chair 122 | SCANDIA & CASHMAN REPORT AND FINANCIAL STATEMENTS 2022 GOVERNANCE ### At a glance: Individual Executive Remuneration for the year ended  December  (Audited) GMD (S Talbot) GFD (M Garvey) Base salary €1,106,385 (2.8%) increase €612,200 (2.8%) increase Benefits Company car or equivalent, medical/life assurance Company car or equivalent, medical/life assurance and accommodation allowance and tax equalisation Pension 26.5% of salary (cash in lieu of pension) 25% of salary Short-Term Incentive Plan (“STIP”) Measures Adj. EPS (50%), Group Operating Cash Flow (20%), strategic objectives (20%), and ESG measures (10%) Maximum opportunity 250% of salary 200% of salary Achievement €2,439,579 (88.2% of max) €1,090,940 (89.1% of max) Structure 50% of bonuses earned deferred into shares – 30% released after year 2, 20% released after year 3 Long-Term Incentive Plan (“LTIP”) Measures 2022 award Adj. EPS (40%), Group ROCE (40%) and ESG measures (20%) Award level 2022 award 150% of salary 150% of salary Achievement 2020 award €1,877,223 (65.9% of max) €830,987 (65.9% of max) Structure Paid in shares, subject to two-year post vesting holding period Other Policy elements | Shareholding requirements 250% of salary | | 200% of salary | | --- | --- | --- | | | 50% of shares vesting under the annual bonus and | 50% of shares vesting under the annual bonus and | | | LTIP must be retained until achieved | LTIP must be retained until achieved | | Post-employment | The lower of shares actually held and 100% of salary for the first year following cessation of employment | | | shareholding requirements | and 50% of salary for the second year | | ### Section A: Directors Remuneration Policy – The Policy was approved by shareholders at the 2022 AGM and applies for a three-year period. However as permitted under Irish regulation this may be extended for a fourth year if deemed appropriate by the Remuneration Committee. The Policy has been developed with regard to regulatory requirements of both Euronext and FTSE listed companies, best practice and the views of our stakeholders. The views of our shareholders were considered through extensive shareholder consultation as part of the Policy review process. ### Remuneration strategy, policy, and purpose The Policy has been developed to attract, retain and motivate executives to ensure that they perform in the best interests of the Group and its shareholders by growing and developing the business over the long term. Performance-related elements of remuneration are designed to form an appropriate portion of the overall remuneration package of Executive Directors and link remuneration to business performance and individual performance, while aligning their interests with those of shareholders. The Policy focuses on incentivising the successful implementation of our corporate strategy, consistent with our risk management framework. This strategy aims to deliver sustainable, superior earnings growth, solid financial stewardship and total shareholder return for our shareholders over the long-term through the strong performance of high-quality and committed leadership, critical to the future development of the Group. The Group Key Performance Indicators (“KPI”s), which are detailed on pages 18 and 19, underpin the selection of performance criteria used within the incentive arrangements. Factors considered when developing the Remuneration Policy The Remuneration Committee considered the following factors when developing the 2022 – 2024 Directors’ Remuneration Policy: • Clarity – All elements of the Policy and its implementation is set out clearly in the Directors’ Remuneration Report. • Simplicity – The Policy is simple and straightforward with the structures used being common across listed companies. • Risk – The Policy has been developed so that incentive structures discourage inappropriate risk taking through use of long-term incentives, the balance of measures used to determine variable remuneration outcomes and through features such as shareholding requirements and malus and clawback. • Predictability – The Policy has been constructed to have clear limits on the variable remuneration payable, with the scenario chart later in this report providing illustrative examples of how the Policy may operate in practice. • Proportionality – There is a sensible balance between fixed and variable pay, and variable remuneration is appropriately structured to sustainable long-term performance. • Alignment to culture – Through the assessment of financial and non-financial performance, executives are incentivised to achieve performance in a way that aligns to Glanbia’s values and culture. GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS   STRATEGIC FINANCIAL OTHER REPORT STATEMENTS INFORMATION ## Remuneration Committee Report continued ### Executive Directors’ Remuneration Policy Table The following table sets out the different elements of remuneration for the Executive Directors. Element Objective Description, Performance Measures and Maximum Value Base salary (fixed) Provide competitive base Set by reference to the relevant market median of Europe and US based on pay which reflects market an external independent evaluation of the role against appropriate peer Annual fixed pay value of role, job size, companies. responsibility and individual skills and experience. Reviewed annually by the Remuneration Committee. Any reviews, unless reflecting a change in role or increased complexity, usually take effect from the commencement of the relevant financial year. There is no maximum increase or maximum salary amount, however, increases as a percentage of salary will normally be aligned to those of the wider workforce although the Remuneration Committee may determine it is appropriate to make higher increases than this, for example, but not limited to, where there is an increase in role including responsibilities and complexities. Pension (fixed) Provide market aligned, Determined as a percentage of base salary. affordable and sustainable Retirement benefit retirement benefits. Until 31 December 2022, the Group Managing Director received cash in lieu of pension of 26.5% of salary and the Group Finance Director participates in the Glanbia defined contribution plan with contributions of 25% of salary. Incumbent Executive Directors from 1 January 2023 and new appointments with immediate effect, will receive a pension contribution aligned to the workforce in the country of appointment. Other Benefits (fixed) Provide competitive Determined in consideration of the level of responsibilities and local market benefits which recognise practice. market value of role, job size and responsibility. Benefits to include but not be limited to company car or equivalent, medical/life assurance, tax equalisation payments and accommodation/ relocation or other business-related allowances where appropriate. Short-Term Performance Incentivise Executive The annual incentive scheme rewards achievement of specific short-term Related Incentive (variable) Directors to achieve specific annual performance metrics. performance goals and personal performance The Group Managing Director and the Executive Directors can earn 125% objectives which are linked to and 100% of base salary at target performance respectively and up to the Group’s business plans 250% and 200% of base salary respectively for maximum performance. during a one-year period. Annual bonus starts to accrue at 0% for threshold performance. Ensure greater linkage In relation to strategic targets the structure of the target will vary based on of remuneration to the nature of the target set and it will not always be practicable to set performance. targets using a graduated scale. Vesting may therefore take place in full if specific criteria are met in full. Ensure greater linkage to long-term sustainability and The majority of the STIP will be based on financial metrics. The alignment to Group Risk Remuneration Committee reviews and determines the metrics, weightings Management Policy. and calibration of targets annually taking into account the business planning process and the strategic priorities of the business. The Alignment with shareholders Remuneration Committee has the discretion to adjust the formulaic vesting and/or share value growth. outcome if it deems it appropriate. 50% of any annual incentive earned is deferred into shares and once the appropriate taxation and social security deductions have been made, invested in shares in the Company. The shares are subject to a holding period, 30% is released after 2 years, and 20% after 3 years. Deferred incentives are subject to malus and clawback (for a period of two years following this investment) to the extent determined by the Remuneration Committee as outlined in Note 1 on page 125.  GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS  GOVERNANCE Element Objective Description, Performance Measures and Maximum Value Long-Term Performance To align the interests of Long-term incentive individual annual share award level cannot exceed Related Incentive (variable) Executive Directors and 150% of base salary. shareholders through a LTIP under which shares are long-term share-based The majority of the LTIP will be based on financial metrics. The granted in the form of a incentive linked to share Remuneration Committee reviews and determines the performance provisional allocation of ownership and holding metrics and weightings annually ensuring that they support the strategic shares for which no requirements. priorities of the business. exercise price is payable To focus on greater For all performance metrics, 25% vests at threshold performance and 100% alignment with vests at maximum with straight line vesting in between these points. shareholders, long-term retention and reward for In relation to strategic targets the structure of the target will vary based on sustainable performance. the nature of the target set, and it will not always be practicable to set targets using a graduated scale. Vesting may therefore take place in full if specific criteria are met in full. The extent of vesting shall be dependent on the level of achievement, measured over a three-year period, of the relevant performance conditions. The Remuneration Committee has the discretion to select different performance criteria (including the measures, their weighting and calibration) where deemed appropriate for new Long-term incentive awards to ensure they continue to reflect the strategic priorities of the business. The performance conditions for each award will be disclosed in the Directors’ Remuneration Report which will be subject to a general shareholder non-binding advisory vote. The Remuneration Committee has the discretion to adjust the formulaic vesting outcome if it deems it appropriate and a share award shall not vest unless the Remuneration Committee is satisfied that the Group’s underlying financial performance has shown a sustained improvement in the period since the date of grant. Executive Directors will be required to hold shares received pursuant to the vesting of share awards for a minimum period of two years post vesting subject to sales to meet taxes. Share awards are subject to malus and clawback (during the two-year holding period following vesting), to the extent determined by the Remuneration Committee as outlined in Note 1 below. Shareholding Requirement Ensure a greater alignment Executive Directors are required to build a shareholding through retaining with shareholders’ interests. 50% of shares vesting under the annual bonus and LTIP (subject to sales to Minimum share ownership meet taxes) until shareholding requirement is achieved. requirements to be built up over time through the The Group Managing Director is required to build and maintain a retention of vested incentive shareholding of 250% of base salary and other Executive Directors are awards required to build up and maintain a shareholding of 200% of base salary. Post-Employment Ensure a greater alignment The lower of shares actually held and 100% of salary for the first year Shareholding Requirement with shareholders’ interests following cessation of employment and 50% of salary for the second year with Remuneration Committee discretion to amend the requirement in Minimum share ownership exceptional circumstances. requirements to be built up over time through the Applies to incentive awards granted from 2022, and not to shares retention of vested incentive purchased from the executive’s own funds. awards Requirement is to retain 50% of vested LTIPs and bonus shares (after sales to meet taxes) until sufficient shares held to meet post-employment requirement. Note 1: Malus and clawback – the Remuneration Committee may, at any time within two years of a share award or annual deferred incentive vesting, determine that malus and clawback shall apply if the Remuneration Committee determines that there was a material misstatement of the financial statements of the Company upon which the performance targets were assessed or an erroneous calculation was made in assessing the extent to which performance targets were met. Additionally, the Remuneration Committee can determine at any time within two years of a share award or annual deferred incentive vesting that malus and clawback will apply if an award holder is found guilty, or pleads guilty, to a crime which causes reputational damage; or an award holder is guilty of serious misconduct or gross negligence which causes loss or reputational damage, or where corporate failure or failure in risk management has occurred. Note 2: The policy table in the 2021 Remuneration Report contained a typographical error and showed deferral under the short term performance related incentive of 20% for 2 years and 30% for 3 years. The correct deferral is 30% for 2 years and 20% for 3 years as set out in table showing the policy changes and is the basis on which investors were consulted. GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS   STRATEGIC FINANCIAL OTHER REPORT STATEMENTS INFORMATION ## Remuneration Committee Report continued ### Executive Director employment conditions The Remuneration Committee adopts a transparent framework when making Board appointments of either external or internal candidates. Recruitment policy When recruiting new Executive Directors, the Group’s policy is to provide an appropriate remuneration package to attract the right calibre of individuals taking into account the skills and experience appropriate to the role being filled, and taking into account cost and remuneration across the Group, including other senior executives, and that offered by other international food and nutritional companies and other companies of similar size and complexity. New Executive Directors will generally be appointed on remuneration packages with the same structure and pay elements as described in the table below. Each element of remuneration to be included in the package offered to a new Executive Director would be considered. Element Description Base salary (fixed) Base salary levels will be set in consideration of the skills, experience and expected contribution to the new role, the current salaries of other Executive Directors in the Group and current market levels for the role. Pension (fixed) Pension contribution will be aligned to the workforce in the country of appointment unless there is specific market practice in the country of appointment and where for the recruitment of the right candidate it is considered necessary by the Remuneration Committee for the executive to participate in retirement benefits applicable to their local market and in line with relevant scheme rules and Company practice. Other benefits (fixed) Will be considered in light of relevant market practice for the role, the benefit received by the candidate in current role and the provisions in place for other Executive Directors. Short-Term Performance The maximum level of short-term variable remuneration which may be granted to a new recruit is 250% Related Incentive (variable) (total maximum variable remuneration is 400%, annual and long-term variable). This excludes any buyout share awards that might arise. The Remuneration Committee will consider whether it is appropriate for the new recruit to participate in the same annual incentive plan applicable to the current Executive Directors. If this is considered appropriate, the same financial measures, weighting, payout scale and target and maximum incentive opportunity (as a percentage of base salary) which apply to the existing Executive Directors will generally apply to the new recruit. Long-Term Performance The maximum level of long-term variable remuneration which may be granted to a new recruit is 150% Related Incentive (variable) (total maximum variable remuneration is 400%, annual and long-term variable). This excludes any buyout share awards that might arise. The award of long-term incentives will depend on the timing of the appointment and where this fits into the typical annual grant cycles. In addition to the above, when appointing an Executive Director, all other aspects of the Remuneration Policy such as malus and clawback and shareholding requirements will apply. In exceptional circumstances or where the Remuneration Committee determines that it is necessary for the recruitment of key executives, the Remuneration Committee reserves the right to offer additional cash and/or share-based payments to take into account remuneration relinquished including incentive awards forfeited when leaving the former employer which would reflect as far as possible the nature (delivery vehicle), time horizons and performance requirements attached to that remuneration. The Remuneration Committee’s approach to this matter is to carry out a detailed review of the awards or other remuneration element which the individual will lose and calculate the estimated value of them. In doing so, the Remuneration Committee will consider the vesting period; the award exercise period if applicable; whether the awards are cash or share-based; performance-related or not; the former employer’s recent performance and payout levels and any other factors the Remuneration Committee considers appropriate. If a buyout share award is to be made, the structure and level will be carefully designed and will generally reflect and replicate the previous awards as accurately as possible. The award will be made subject to appropriate clawback provisions in the event that the individual resigns, or their employment is terminated within a certain time frame. For an internal appointment, any variable pay element awarded in respect of the prior role may be allowed to payout according to its terms, adjusted as relevant to take into account the appointment. In addition, any ongoing remuneration obligations existing prior to appointment (which are inconsistent with the policy as disclosed herein) may continue, provided they are disclosed to the Remuneration Committee and in the Annual Report on Remuneration. The Remuneration Committee may also if it considers it appropriate and in the best interests of the Group and its shareholders realign existing incentive awards to the Director’s Remuneration Policy applicable at the time of appointment.  GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS  GOVERNANCE Executive Director Service Agreements The Group’s policy is to provide rolling service contracts with a 12 month notice period. The Group Managing Director, Siobhán Talbot, and the Group Finance Director, Mark Garvey’s service agreements have been renewed with a rolling 12 month notice period. The Group retains the sole right to terminate with payment in lieu of 12 months’ notice, or part thereof, at any time. Employment contracts for Executive Directors do not provide for any compensation for loss of office beyond payments in lieu of notice and therefore, except as may otherwise be required by Irish law, the amount payable under the contract upon termination is limited to a maximum of 12 months’ remuneration. If so required, the Group reserves the right to make necessary payments in settlement of a Director’s statutory employment rights. Both the Group Managing Director and Group Finance Director have additional 12 month restrictive covenant agreements which were introduced in 2019 and are in addition to the contract of service and notice period. These restrictive covenant agreements were put in place under the 2018-2021 Remuneration Policy and are grandfathered into the 2022-2024 policy. These agreements are necessary as a matter of law and aligned to market practice in Ireland to ensure enforceability of non-compete obligations. The Remuneration Committee will ensure that careful consideration is given to the remuneration payable on any termination of employment including whether an Executive Director is required to work his or her notice period to minimise the total cost of severance. All new appointments will have restrictive covenant agreements incorporated into their service contracts with no additional payment in respect of these. Exit pay policy The Group’s exit pay policy for the variable pay of Executive Directors is as follows; • STIP awards – STIP awards will vest pro rata to reflect the performance period, which was worked and the performance outcomes achieved, in accordance with plan rules with the Remuneration Committee applying its discretion to allow all or part of STIP award to vest. STIP payments will normally be made at the usual time; • LTIP awards – In the event an Executive Director leaves before an award vests for reasons of death, redundancy, injury, ill health or disability, retirement with the agreement of the Remuneration Committee or any other reason approved by the Remuneration Committee LTIP awards lapse unless the Remuneration Committee exercises its discretion to allow all or some of the Executive Director’s awards to vest taking into account pro-rating for service and the extent to which the performance conditions of the award are met (save in the case of death or if the circumstances are sufficiently exceptional as determined by the Remuneration Committee where the Remuneration Committee may reduce the pro-rating and vest awards earlier than the normal time). The Remuneration Committee may at any time prior to vesting, in its absolute discretion, revoke any determination to permit awards to vest where an Executive Director breaches a protective covenant. For all other leavers awards will lapse; • in the event of a takeover, merger, scheme of arrangement or other similar event involving a change of control of the Company or a demerger of a substantial part of the Group, or a special dividend, or which has the effect of materially changing the Group’s business, or an Executive Director’s employment with the Group terminates by reason of a transfer of his/her employment to an entity outside the Group or other similar event that affects the Group’s shares to a material extent, share awards under the 2018 LTIP will vest early, subject to normal restrictions on sale and the pro-rating of the share awards to reflect the reduced period of time between the commencement of the performance period and the early vesting. The Remuneration Committee can decide not to apply restrictions on sale or pro-rate a share award if it regards it as inappropriate to do so in the particular circumstances; and • other payments, such as legal or other professional fees, relocation or outplacement costs, payments to settle legal claims may be paid if it is considered appropriate and is at the absolute discretion of the Remuneration Committee. Policy on external Board appointments The long-standing policy of allowing Executive Directors to hold external Non-Executive Directorships with the prior approval of the Remuneration Committee will continue. The Remuneration Committee considers that external directorships provide the Group’s Executive Directors with valuable experience that is of benefit to Glanbia. The Remuneration Committee believes that it is reasonable for the individual Executive Director to retain any fees received from such appointments given the additional personal responsibility that this entails. Siobhán Talbot is a Non-Executive Director of CRH plc effective from 1 December 2018, for which Siobhán received an annual fee in 2022 of €141,177. Siobhán Talbot also holds a position on the IBEC board, for which she does not receive any fee. The Group Finance Director has no external directorships and no other fees earned. GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS   STRATEGIC FINANCIAL OTHER REPORT STATEMENTS INFORMATION ## Remuneration Committee Report continued ### Remuneration below Executive Directors The Group’s remuneration principles and the Policy underpin remuneration practice across the Group. Below the level of the Executive Directors, similar principles and policy framework, as outlined in the preceding pages, cascade as far as possible, taking account of seniority and relevant local market practice. The table below outlines the reward elements which apply to employees across the Group depending on their level of seniority and market location. Element Description Base salary (fixed) Set by reference to role responsibilities relative to the relevant local market based on external independent market data against appropriate peer companies. Reviewed annually in consideration of personal performance with any change of pay approved by a member of the Group Operating Executive (and by the Remuneration Committee for senior executives falling under its remit). Pension (fixed) Employees participate in retirement benefits applicable to their local market and in line with relevant scheme rules and Company practice. Other benefits (fixed) Employees participate in other benefits applicable to their local market and in line with relevant rules and Company practice. Other benefits may include car benefit, illness benefit, medical insurance, relocation expenses/payments. Short-Term Performance The annual incentive potential is based on appropriate and specific Group or Business Unit measures, as Related Incentive (variable) determined by the Remuneration Committee. For designated senior executives, deferral of the proportion of the annual incentive earned once the appropriate taxation and social security deductions have been made, will be invested in shares in the Company and delivered over three years following investment. Long-Term Performance The LTIP is focused on key Group financial metrics aligned to the awards made to the Executive Directors. Related Incentive (variable) The Remuneration Committee may also assign a portion of the share award as restricted stock over the performance period with annual vesting of restricted stock awards to ensure incentive awards are aligned to market practice and remain competitive in the markets in which Glanbia operates, which is predominantly North America. Consideration of employment conditions elsewhere in the Group The Remuneration Committee considers all employees across the Group when establishing and implementing policy for Executive Directors. Senior and high-performing individuals within the organisation are invited to participate in both annual and long-term incentive arrangements. Similar to the Executive Directors, incentives are calibrated to provide appropriate rewards only on the achievement of superior performance. In addition, senior executives below Board level may be eligible to participate in restricted stock awards as part of the annual LTIP grant. The Remuneration Committee has not previously consulted directly with employees when formulating Executive Director pay policy. However, it does solicit and take into account information provided by the Group Human Resources function and the independent external advice from its Remuneration Advisers. During 2022 there has been engagement with employees to explain how executive remuneration aligns with the wider company policy. The Group Chairman is the designated Non-Executive Director for engagement. The Workforce Engagement Director held numerous engagement sessions with employees at all levels and at various global sites during 2022 in the US and Ireland as well as at business unit leadership conferences. The employee engagement sessions provided two-way direct dialogue on the topics of total reward/inflation, benefits, wellbeing, belonging, and diversity, equity & inclusion. The sessions also provided the opportunity for the Workforce Engagement Director to provide insights into the Board responsibilities and how the Board committees cover remuneration, audit, and ESG oversight. Emphasis was placed on the Board’s keen desire to hear the voice of the employee and to take that into account when decisions were being made.  GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS  GOVERNANCE ### Elements of remuneration for Non-Executive Directors The Remuneration Policy for the Group Chairman and Non-Executive Directors is set out below: Element Objective Description Annual Fees Recognise market value of Set by reference to market rates based on an external independent role, job size, responsibility evaluation of comparator companies of a similar scale and complexity. and reflects individual skills Includes a base fee for the role of Non-Executive Director and additional and experience. fees reflecting responsibilities for chairmanship of a committee of the Board and Senior Independent Director, additional fees as appropriate for other roles and increased time commitments. The Group Chairman fee is reviewed from time to time by the Remuneration Committee and other Non-Executive Director fees reviewed by the Board. Any reviews usually take effect from 1 January in the relevant year. The Group Chairman receives a single all-encompassing fee. Travel allowance To recognise the additional Set by reference to market rates where comparable allowances are paid time commitment and taking into account the associated time commitment. associated with travel on Company business. A travel allowance may be structured as appropriate from time to time, taking into account the location of the Non-Executive Director and travel commitments, including but not limited to an annual allowance, an allowance per meeting and different allowances payable for Non- Executives based in different continents. Benefits and expenses Reimburse role-based No additional benefits are provided other than direct expenses relating to expenses incurred during the role. Such expenses may include travel in the course of the role for the performance of the duties Group and any tax payable in respect of the reimbursement grossed up if of the role. appropriate. The Non-Executive Directors do not have service contracts but have letters of appointment detailing the basis of their appointment. The terms and conditions of appointment of Non-Executive Directors are available for inspection at the Company’s registered office and at the AGM of the Company. The Non-Executive Directors do not have periods of notice and the Group has no obligation to pay compensation when their appointment terminates in accordance with their letters of appointment. They are subject to annual re-election at the AGM of the Company. ### Section B: Annual Report on Remuneration Remuneration Committee Governance The Remuneration Committee comprises of the Group Chairman who was independent on appointment and four Independent Non- Executive Directors, of whom two members constitute a quorum. The Group Managing Director, Group Finance Director, Chief Human Resources Officer and VP HR, Performance & Reward attend Remuneration Committee meetings by invitation only and as necessary. No Director or member of the Group Operating Executive is involved in considering their own remuneration, they absent themselves when their remuneration is discussed. The Group Secretary and Head of Investor Relations acts as secretary to the Remuneration Committee. Remuneration best practices The Remuneration Committee complies with all relevant reporting and legislative requirements applicable to an Irish incorporated company with a primary listing on Euronext Dublin. With a secondary Premium listing on the London Stock Exchange, the Remuneration Committee has also resolved on a voluntary basis to align, to the extent it considers possible and appropriate having had regard to Irish law, the Directors’ Remuneration Policy and Remuneration Reporting with UK remuneration best practices including the regulations applicable to UK incorporated and listed companies. The Remuneration Committee receives independent external advice on executive remuneration from Korn Ferry, a member of the Remuneration Consultants Group and signatory to its Code of Conduct, who were appointed as Remuneration Advisers in 2019 following a competitive selection process in the same year. Korn Ferry, who do not have any connection with any Directors of the Company, provide advice to the Remuneration Committee which supports robust and sound decision making. The Remuneration Committee is satisfied that its remuneration advisers act independently. Korn Ferry fees for advising the Remuneration Committee during 2022 were €90,000. The Remuneration Committee is committed to strong and effective engagement with its stakeholders and to provide remuneration reporting disclosures that effectively explain our remuneration decisions. The Remuneration Committee continues to actively listen and incorporate, as far as possible, the views of the stakeholders. GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS   STRATEGIC FINANCIAL OTHER REPORT STATEMENTS INFORMATION ## Remuneration Committee Report continued ### Executive Directors’ Remuneration  Executive Director Remuneration Payments  Long-term | | Fixed Pay Annual Incentives | | | | | | | | | Incentives | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | | | | Annual | | Annual | | | | | | | | | | | | | | | | incentive | | incentive | | | | | Total | | Total | | | Base | | Pension | Other | | (payable in | | | (deferred | | Long-term | | | Fixed | Variable | | | | salary | contribution | | benefits | 1 | | cash) | 2 | shares) | 3 | incentive | | 4 | Pay | | Pay | Total | | €’000 | | €’000 | €’000 | | | €’000 | | €’000 | | | €’000 | | €’000 | | €’000 | €’000Executive Directors Full Year | S Talbot 2022 1,106 - 567 1,220 1,220 1,877 1,673 4,317 5,990 2021 1,076 – 457 807 770 349 1,533 1,926 3,459 M Garvey 2022 612 153 93 545 545 831 858 1,921 2,779 2021 596 149 33 447 426 155 778 1,028 1,806 1. Other benefits include company car or equivalent, medical/life assurance, tax equalisation payment to M Garvey in respect of DC pension contribution in Ireland, taxable cash in lieu of pension payments of 26.5% of salary to S Talbot and an accommodation allowance of €100,000 for S Talbot. Having elected to forego annual revaluation of her accrued pension (which applies to active members of the pension scheme), S Talbot received a cash pension amount of €97,805 in 2022. 2. This reflects the proportion of the annual incentive payable in cash to Executive Directors in respect of performance for full year 2021 and 2022 performance. 3. For 2021, this reflects the proportion of the gross annual incentive (over 75% of base salary) which is invested in shares and retained for two years, following appropriate taxation and social security deductions. For 2022, 50% of the annual incentive will be deferred, with 30% being released after 2 years and 20% after 3 years. 4. For 2021, this reflects the value of the 2019 share award which vested on 25 May 2022. The vesting value has been updated from the 2021 Remuneration Report with the actual share price on vesting. For 2022, this reflects the value of the 2020 share award which will not vest before 23 March 2023, where the performance period ended on 31 December 2022. The gross value of the 2022 award is calculated using the official closing share price on 30 December 2022 (last day of trading for the 2022 financial year) of €11.92. Vested awards are held for a 2-year period from the date of vest. ### Fixed Remuneration  Base salary  Base salary of the Group Managing Director and the Group Finance Director increased by 2.8% to €1,106,385 and €612,200, respectively, effective 1 January 2022, in line with the increase for the broader employee population in Ireland. Pension  Mark Garvey participates in a defined contribution retirement plan, to which contributions were made at an agreed rate of 25% in 2022. Other benefits  Other benefits include the use of a company car or equivalent, for the Group Managing Director a payment in lieu of pension of 26.5% of salary, medical/life assurance and an annual accommodation allowance and for the Group Finance Director, who is a US citizen, a tax equalisation in respect of defined contribution (“DC”) pension contributions in Ireland. All benefits are subject to normal deductions per the relevant regulations. ### Annual Incentive  The table below summarises the 2022 annual incentive targets, weightings and outcomes. Achievement as a Achievement Measure Weighting Threshold Target Maximum % of maximum outcome Adjusted EPS (€ cent) 50% 90.2 92.0 95.5 100% 50.0% 1 Group OCF 20% 75% 80% 90% 78.0% 15.6% ESG – Inclusion Index 5% 67 68 69 100% 5.0% ESG – Female Representation 5% 35% 36% 37% 0% 0.0% | Strategic 20% | 88.0% | 17.6% | | --- | --- | --- | | | 92.5% | 18.5% | | GMD Outcome | | 88.2% | | GFD Outcome | | 89.1% | GMD GFD Overall outcome (% of salary) 220.50% 178.20% Annual incentive award €2,439,579 €1,090,940 1 The 2022 adjusted EPS outcome was 104.0 cent adjusted to 101.8 cent when the impact of the acquisition during the year is excluded. 2 The 2022 OCF outcome was 85.7% adjusted to 85.6% when the impact of the acquisition during the year is excluded. Key Strategic Objectives  Strategic objectives are aligned with the Group strategy reflecting the Executive Director’s personal contribution to organisational effectiveness, the execution of the strategic growth plan and driving innovation capability. The Group Managing Director proposed the strategic performance objectives for the Group Finance Director, with the Group Managing Director’s strategic objectives proposed by the Group Chairman and all objectives approved, monitored during the year and scored by the Remuneration Committee.  GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS  34% GMD – 88.0% GFD – 92.5% 85.7%² 69.5% 104.0 0 21 42 63 84 105 0 21 42 63 84 105 GOVERNANCE Group Managing Director, Siobhán Talbot Measure/Objective Weighting % Performance Assessment Achievement % | Objective 1 – Team development | Clear career development plans in place and actioned for senior | | --- | --- | | Progression of career development and | leaders. Robust group wide senior leader succession planning | | succession plans for Group senior leaders. | process completed in 2022. | Strong talent agenda including HR transformation and 10% execution of Group DE&I strategy actioned through the year. 10% Objective 2 – Deliver key GPN business 2022 planned GPN financial metrics exceeded with good margin initiatives for 2022 including brand revenue progression through the year. Significant inflation mitigating and consumption growth and margin actions taken during the year while minimising volume impact. progression. Transformation programme completed, overachieving against the business case. Strong consumer activation / investment completed in 2022 delivering strong consumption in ON brand globally, growth of US lifestyle portfolio and progression of the refresh of SlimFast 15% brand. 12% Objective 3 – Deliver key GN business 2022 planned GN financial metrics achieved. Significant pricing initiatives for 2022 including volume growth actions taken and dilutive impact on margins largely mitigated. in NS and progressing global premix and Volume growth in premix offset by dairy solutions decline due to healthy snacking solutions. significantly increased pricing. Strong progress on progression of premix business with 8% continued evolution of global healthy snacking solutions. 5% Objective 4 – Ensure achievement of Strong pipeline of potential acquisitions evaluated through 2022. targeted M&A for 2022. 7% Acquisition of Sterling Technology completed. 7% Objective 5 – Strategic portfolio With the successful sale of the Group interest in Glanbia Ireland, assessment. robust strategic assessment of the Group strategic opportunity and structure completed in 2022. Clear targets for 2023-2025 communicated to the capital markets in November 2022 across both financial and non- 10% financial (ESG) metrics. 10% Total achievement 50% 44% Group Finance Director, Mark Garvey Measure/Objective Weighting % Performance Assessment Achievement % | Objective 1 – Group IT. Finalise and align | | Strong progress on strategy execution; deep engagement and | | --- | --- | --- | | actions on the execution of the Group IT | | alignment with business unit strategies including investment in | | strategy. 9% | | digitalising key aspects of Group support functions. 6% | | Objective 2 – In collaboration with business | | GPN Transformation programme completed, overachieving | | unit teams, drive Group-wide key margin | | against the business case. | | improvement initiatives. | | 2022 Group and business unit margin exceeding plans despite | | | 8% | navigating unprecedented inflation headwinds. 8% | | Objective 3 – Investor Relations – develop | | Strong programme of stakeholder engagement in 2022. | | and execute plans. | | Successful Capital Markets Day held in November outlining 2023 | | | 5% | -2025 strategic financial ambitions. 5% | | Objective 4 – Finance team development. | | Clear career development and succession plans in place and | actioned for global Group finance leaders. Strong support of talent agenda including IT enabled HR transformation programme and execution of Group DEI 3% strategy. 3% Objective 5 – Deliver accretive M&A for Strong pipeline of potential acquisitions evaluated through 2022. 2022. 5% Acquisition of Sterling Technology completed. 5% Objective 6 – Strategic portfolio With the successful sale of the Group interest in Glanbia Ireland, assessment. robust strategic assessment of the Group strategic opportunity and structure completed in 2022. Clear targets for 2023-2025 communicated to the capital markets in November 2022 across both financial and non 10% financial (ESG) metrics. 10% Total achievement 40% 37% GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS   STRATEGIC FINANCIAL OTHER REPORT STATEMENTS INFORMATION ## Remuneration Committee Report continued ### Vesting of  Long-Term Incentive Share Awards The 2020 share awards granted on 23 March 2020 had a three-year performance period (2020 to 2022) which ended on 31 December 2022. Performance against the targets set has been measured and independently verified by external advisers on behalf of the Remuneration Committee with vesting as follows: Outcome as a Weighted Measure Weighting Threshold Maximum % of maximum outcome Group Adjusted EPS 40% 4% CAGR 9% CAGR 69.9% 27.9% Group ROCE 40% 9.12%* 12.12%* 48.6% 19.5% 10.07% Group TSR 20% Median Top Quartile 92.6% 18.5% Outcome 65.9% * Group ROCE adjusted from 9.00 to 9.12% and 12.00 to 12.12% for the impact of the Glanbia Ireland disposal. • Targets are set in consideration of acquisitions and disposals over the three-year performance period and therefore no adjustment is normally made for acquisitions and disposals to determine vesting. However as noted in the 2021 Remuneration Report, the disposal of the Company’s interest in Glanbia Ireland was not contemplated at the time the targets for the 2020 (and 2021) LTIP awards were set. Following completion, the Remuneration Committee considered the implications of the disposal on inflight incentives and given the exceptional nature of the disposal, determined to adjust the inflight LTIP awards made in 2020 and 2021 such that the performance conditions measure continuing businesses only and take no account of either the gain or subsequent earnings impact of the disposal event. • FY2019 Group adjusted EPS of 88.10 cents, as set out in the 2019 Annual Report was used as a base year and has been adjusted on a continuing basis. Adjusted EPS is calculated as the profit attributable to the equity holders of the Company before exceptional items and intangible asset amortisation and impairment (excluding software amortisation) net of related tax, divided by the weighted average number of ordinary shares in issue during the year excluding ordinary shares purchased by the Group and held as own shares. FY2022 Group adjusted EPS is 104.02 cents. The EPS performance condition is measured using constant currency to reflect more accurately underlying earnings performance and remove any distortionary effect of currency volatility. • Group ROCE is defined as the Group’s earnings before interest, and amortisation (net of related tax) plus the Group’s share of the results of joint ventures after interest and tax divided by capital employed. Capital employed comprises the sum of the Group’s total assets plus cumulative intangible asset amortisation and impairment less current liabilities and deferred tax liabilities excluding all borrowings and lease liabilities, retirement benefit assets, cash and acquisition related contingent consideration and contract options. It is calculated by taking the average of the relevant opening and closing balance sheet amounts. In years where the Group makes significant acquisitions or disposals, the ROCE calculation is adjusted appropriately, to ensure the acquisition or disposal are equally time apportioned in the numerator and the denominator. The vesting of the share awards granted to Executive Directors in 2020 which will not vest before 23 March 2023 is as follows: | | Total number | | Number of | | Value at grant | | Change in value | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | of shares | shares to | Percentage | of the shares | | over vesting period | Total vesting | | | Executive Directors | | awarded | vest in 2023 | outcome % | | vesting (A) | of share vesting (B) | value (A+B) | 1 | S Talbot 238,976 157,486 65.9% €1,384,293 €492,930 €1,877,233 M Garvey 105,787 69,714 65.9% €612,786 €218,200 €830,991 1 This reflects the value of share awards expected to vest in 2023 with a three-year performance period ended in 3 1 December 2022. The total vesting values have been estimated using the official closing share price on 30 December 2022 (last day of trading for FY 2022) of €11.92. The value at grant of the shares vesting was €8.79 being the mean between the high and low of a Glanbia plc share on 20 March 2020 (being the last day of trading on the Euronext Dublin before the grant of the award on 23 March 2020), which was the value used to determine the number of shares of the 2020 award. ### Long-Term Incentive Share Awards  and  Details of the 2022 LTIP awards made to the Group Managing Director and Group Finance Director on 11 May 2022 are as follows: | | | | Number of shares | End of | | --- | --- | --- | --- | --- | | Executive Director Type of award Basis of award Face value of award | | | under award | performance period | | S Talbot Conditional award | | €1,653,988 139,813 | | | | | 150% of salary | | | 4 January 2025 | M Garvey Conditional award €915,204 77,363 Face value calculated using a share price of €11.83 being the mean between the highest and lowest share price on the date of grant. The performance conditions and weightings for all outstanding share awards are set out in the following table. 2021 Performance Measures Financial Period 2021 – 2023 2022 Performance Measures Financial Period 2022 – 2024 | | Weighting | | Vesting | | Vesting 25% | | Vesting 100% | Weighting | Vesting | | Vesting 25% | Vesting 100% | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Performance Condition | % of max | | | 0% | (Threshold) | 1 | (Maximum)¹ | % of max | | 0% | (Threshold)¹ | (Maximum)¹ | | Group EPS | | 50% < 6% CAGR = 6% CAGR ≥ 11% CAGR 40% < 4% CAGR = 4% CAGR ≥ 9% CAGR | | | | | | | | | | | Three-year adjusted EPS Group ROCE 30% < 8% = 8% ≥ 11% 40% < 8% = 8% ≥ 11% Group TSR 10% Below the At median In the top Ranking in STOXX Europe median quartile 600 Food and Beverage Index ESG measures 10% See table overleaf 20% See table overleaf 1 Straight line vesting between threshold performance and maximum performance for Group EPS, ROCE and TSR.  GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS  Between median and top quartile 6.9 out of 9 STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION Achievement against financial performance conditions is determined on a constant currency basis to reflect more accurately underlying earnings performance and remove any distortionary effect of currency volatility. LTIP performance targets are set with future acquisitions in mind and are therefore reflective of the expected impact acquisitions may have on key performance conditions. This approach acknowledges the strategic importance of acquisitions to the Group's long-term performance and strategy. # ESG measures | 2020 – 2023 LTIP (20% weighting) | Threshold | Maximum | | --- | --- | --- | | **Renewable energy – 5%** | Equal to a 30% conversion of existing non-renewable energy utilisation by December 2023 | Equal to or greater than 40% conversion of existing non-renewable energy utilisation by December 2023 | | **Energy efficiency – 2.5%** | Audits completed at all key sites, and energy efficiency plans approved within the performance period | Completion of planned actions within the performance period | | **Waste and water utilisation – 2.5%** | Base lining completed and plans approved within the performance period | Completion of planned actions within the performance period | | **2022 – 2024 LTIP (20% weighting)** | | | | **Scope 1 & 2 emissions reduction** | 20% reduction by the end of the performance period compared to 2021 emissions | 29% reduction by the end of the performance period compared to 2021 emissions | # TSR Performance The graph illustrates the TSR performance of the Group over the past seven years showing the change in value of €100 invested in Group's shares from 3 January 2016 to 31 December 2022 (dates aligning with opening and closing financial periods) compared with the STOXX Europe 600 Food & Beverage Index of which the Group is a constituent. This chart was first incorporated into our reporting for 2020 covering five years and will build to 2025 to provide a full 10-year overview. The STOXX Europe 600 Food and Beverage Index has been selected as an appropriate index as it comprises other companies within the same broad sector to Glanbia and of which Glanbia is a constituent. ![img-12.jpeg](img-12.jpeg) --- = 10x10x --- = STOXX Europe 600 Food and Beverage Index # Group Managing Director Total Remuneration The table below sets out the remuneration received by the Group Managing Director. This table will be extended each year to 2025 to cover a 10-year period. | | 2023 | 2026 | 2027 | 2028 | 2029 | 2030 | 2031 | 2032 | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Total Remuneration, €'000 | 2,631 | 3,133 | 3,229 | 3,466 | 1,577 | 2,310 | 3,459 | 5,990 | | **Annual Incentive** | | | | | | | | | | achieved as a % of maximum | 81.2% | 90.5% | 71.6% | 92.8% | 0.0% | 36.3% | 97.7% | 88.2% | | **Long-term Incentives** | | | | | | | | | | achieved as a % of maximum | 74.98% | 81.07% | 76.79% | 58.13% | 17.64% | 21.0% | 21.6% | 65.9% | 1. 3-Talbot voluntarily waived the entire 2019 annual incentive which would have otherwise resulted in a Total Remuneration earned in 2019 of €2104 million. Annual incentive earned in 2019 was 33.4% of maximum. ALAMEDA PLC | LAMBERT AND FINLAND, STATEMENTS 2020 | 133 ## Remuneration Committee Report continued ### Directors shareholdings As at 31 December 2022 the Executive Directors share ownership against the guidelines was as follows: % of base salary based on market Shares held as at value as at Shareholding Executive Directors 31 December 2022 31 December 2022 guideline S Talbot 398,889 430% 250% M Garvey 148,423 289% 200% • The market values have been estimated using the official closing price of a Glanbia plc share on 30 December 2022 (being the last day of trading on the Euronext Dublin before year end 31 December 2022) of €11.92. ### Other disclosures Dilution Share awards granted under the 2008 LTIP, 2018 LTIP and the Annual Deferred Incentive are satisfied through the funding of employee benefit trusts which acquire shares in the market. The Company’s employee benefit trusts held 1,711,322 shares at 31 December 2022. Payments to past Directors and payments for loss of office There were no payments to past directors and no payment for loss of office. ### Change in remuneration of Directors compared to employees The table below shows the percentage change in total remuneration using the single figure methodology for the years ended 4 January 2020, 2 January 2021, 1 January 2022 and 31 December 2022 for the Directors of the Company and the average of all permanent employees of the Group on a full-time equivalent basis. For the purpose of this disclosure the Group is defined as all employees of wholly-owned entities in US and Ireland who are deemed to be most representative of the global workforce. | | | | | | | 2019-2022 | | 1 | | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | | | | | | | | Change in | | | | Change | | | Change | | | | Total | | Total | | Total | | Total | | | | total | | | in total | | | in total | | | remuneration | | remuneration | | remuneration | | remuneration | | | remuneration | | | | remuneration | | | remuneration | | | | | 2022, | | 2021, | | 2020, | | 2019, | | | | | % | | | % | | | % | | | €’000 | | €’000 | | €’000 | | €’000 | | 2021 to 2022 | | | | 2020 to 2021 | | | 2019 to 2020 | | | Executive Directors 1 S Talbot Earned 5,990 3,497 2,310 2,104 71.3% 51.4% 9.8% 1 Paid 5,990 3,497 2,310 1,577 71.3% 51.4% 46.5% 2 M Garvey Earned 2,779 1,822 1,238 1,165 52.5% 47.2% 6.3% 2 Paid 2,779 1,822 1,238 1,103 52.5% 47.2% 12.2% Non-Executive Directors D Gaynor 335 325 150 95 3.1% 116.7% 57.9% P Ahern 43 43 43 43 0% 0% 0% R Brennan 90 85 – – 5.9% – – 3 P Coveney 23 85 85 85 -72.9% 0% 0% P Duffy 100 71 – – 40.8% – – 4 V Gorman 15 43 43 43 0% 0% 0% B Hayes 43 43 43 43 0% 0% 0% 2 I Haaijer 38 – – – – – – J Lodge 103 93 14 – 10.8% 564.3% 0% JG Murphy 43 43 56 60 0% -23.2% -6.7% J Murphy 43 43 10 – 0% 330.0% – P Murphy 43 43 45 60 0% -23.2% -6.7% D O’Connor 103 95 95 95 8.4% 0% 0% 2 K Underhill 50 – – – – – – Average remuneration on full-time equivalent basis 5 Employees of the Group 91 84 81 75 8% 4% 8% 1. For supporting notes regarding 2020 and 2021 remuneration reference should be made to the 2020 and 2021 Remuneration Reports. 2. Ilona Haaijer and Kim Underhill were appointed as Independent Non-Executive Directors effective 1 August 2022. 3. Patrick Coveney retired from the Board 30 March 2022. 4. Vincent Gorman retired from the Board 5 May 2022. 5. Average remuneration has been determined based on the workforce of wholly-owned entities in Ireland and the US which is most representative of the global workforce ### Group Managing Director to all-employee pay ratio Whilst not a reporting requirement, a voluntary disclosure on Group Managing Director pay ratio is set out below. The disclosure is based on the workforce of wholly-owned entities in Ireland and the US which is most representative of the global workforce. Total remuneration has been determined using the ‘single total figure’ methodology as it provides a like-for-like comparison between the Group Managing Director and other employees. All elements of remuneration were calculated on a full-time and full-year equivalent basis and no adjustments or assumptions were made by the Committee.  GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS  STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION The Remuneration Committee notes that the median pay ratio has increased since last year, which is largely driven by the nature of the Group Managing Director's remuneration structure as a result of the new Policy as explained in the Annual Statement of the Remuneration Committee Chair rather than changes in the wider workforce. As expected by shareholders a greater proportion of the remuneration awarded to the Group Managing Director is performance based and therefore at risk. As a result, where performance is strong the total remuneration of the Group Managing Director increases at a proportionately greater rate compared to the wider workforce, with the reverse being true when performance is not as strong. The Remuneration Committee is satisfied that the pay ratio is appropriate relative to the performance achieved and is consistent with Glanbia's reward and progression policies. The Remuneration Committee is committed to ensuring that remuneration structures below Board level are appropriate and enable the business to attract, retain, incentivise and reward our people – see page 128 for further details on our below Board level remuneration arrangements. | Finance Year | | FES (Lower Quartile) | FES (Median) | FES (Upper Quartile) | Chief Executive | | --- | --- | --- | --- | --- | --- | | 2019 | Total Remuneration Ratio | 41 | 28 | 18 | 1,577 | | 2020 | Total Remuneration Ratio | 57 | 41 | 26 | 2,310 | | 2021 | Total Remuneration Ratio | 85 | 62 | 39 | 3,497 | | 2022 | Total Remuneration (€'000) | 50 | 66 | 93 | 5,990 | | | Total Remuneration Ratio | 119 | 91 | 64 | – | | | Base Salary (€'000) | 40 | 50 | 70 | 1,106 | 1 In 2019 5 Talbot was paid Total Remuneration of €1,077 million but earned €2,184 million. 5 Talbot voluntarily waived the entire 2019 annual incentive, 33.4% of maximum ### Implementation of policy in 2023 #### Salary, pension and benefits The base salaries of the Group Managing Director and Group Finance Director are increased by 3.4% to €1,144,002 and €633,015 respectively, effective 1 January 2023. These increases are below the average increase for our overall workforce. There is no change to benefits from 2022 except for pension. As of 1 January 2023 the Group Managing Director receives a cash payment in lieu of pension of 12% of salary and the Group Finance Director receives a defined pension contribution of 12% of salary. #### 2023 Annual Incentive The Annual Incentive opportunity for the Group Managing Director and Group Finance Director in 2023 is 250% and 200% of salary respectively. The Annual Incentive is based on the following measures | Measure | Weighting | | --- | --- | | Adjusted EPS | 50% | | Group Operating Cash flow | 20% | | Strategic objectives | 20% | | ESG | 10% | The ESG measures in the 2023 annual incentive will focus on increasing female representation which aligns with our DE&I strategy. For 2023, the key DE&I measures will impact the behaviours which contribute to the ultimate outcome: 1) measuring the female hiring roles for management roles, and 2) measuring the retention/voluntary turnover of females in management positions. These measures are being measured on a Group-wide basis and also by business unit as the measures apply to the Executive Directors, Group Operating Executive and the business unit leadership teams. The Remuneration Committee believes that the targets set for 2023 reflect the internal planning and are appropriately stretching relative to prior years given the current commercial circumstances and ensuring there continues to be a strong link between pay and performance at all times and incentivise exceptional performance from management. Targets and performance against them will be disclosed in our 2023 Remuneration Report. #### 2023 LTIP share awards The 2023 share awards will be made under our new Policy at 150% of salary for both the Group Managing Director and Group Finance Director. | Executive Directors | Weighting | Vesting 1% | Vesting 25% (Proposed) | Vesting 50% (Measured) | | --- | --- | --- | --- | --- | | **Group adjusted EPS** | | | | | | Three-year adjusted EPS CAGR | 40% | <5% | 5% | 10% | | **Group ROCE** | 40% | <10% | 10% | 13% | | **ESG – Scope 1 & 2 (Reduction vs 2022 base year)** | 10% | <26% | 26% | 31% | | **ESG – Water (Reduction vs 2021 base year)** | 5% | <8% | 8% | 11% | | **ESG – Packaging (% of packaging that is recyclable)** | 5% | <75% | 75% | 87% | ALAMEDA PLC | 2 (ANNUAL REPORT AND FINANCIAL STATEMENTS 2022) | 135 ## Remuneration Committee Report continued ### Application of Remuneration Policy for  The chart below shows how the composition of each of the Executive Directors packages varies at different levels of performance under the operation of the Remuneration Policy for 2023. The assumptions noted for “target” performance are provided for illustration purposes only. €6,927 7,000 €6,069 6,000 28% 5,000 €3,352 | 4,000 | | | | €3, 510 | | --- | --- | --- | --- | --- | | | 13% | | €3,035 | | | 3,000 | | 47% | | | 31% 43% €1,690 2,000 €1,493 14% 42% €820 Fixed Pay 37% 1,000 100% 45% 25% Annual Bonus | | | | 100% | 48% | 27% | | | --- | --- | --- | --- | --- | --- | --- | | 0 | | | | | | LTIP | | | Below | Target Maximum Below | | Target | Maximum | | | | target | | target | | | LTIP with % Share Price Growth | Maximum 1. Assuming constant share price; and Threshold Target 2. Assuming 50% increase in share price Fixed pay Fixed pay, being base salary, pension allowances for the 2023 financial year and other benefits taken from the single total figure for the prior year | Annual | Nil 125% of salary for the Group Managing Director | | 250% of salary for the Group Managing Director | | --- | --- | --- | --- | | Incentives | | 100% of salary for the Group Finance Director | 200% of salary for the Group Finance Director | | Long-term | Nil 25% vesting of share awards | | 100% vesting of share awards | | incentives | | 37.5% of salary for Group Managing Director | 150% of salary for Group Managing Director and | | | | and Group Finance Director | Group Finance Director | Non-Executive Director fees Non-Executive Director fees are increased for FY 2023 by 3.4% being the same percentage increase applied to the Executive Directors. A summary of the fee levels is provided below: Role 2023 € 2022 € Group Chairman 346,390 335,000 Non-Executive Director Base Fee 93,060 90,000 Senior Independent Director/Committee Chairs 12,925 12,500 Non-Executive Directors nominated by the Society 43,945 42,500 Intercontinental travel allowance for US-based Non-Executive Directors 30,000 30,000 Directors’ Remuneration Report results at  AGM Resolution to receive and consider the Directors’ Remuneration Report for the year ended  January  Total excluding Total including For % Against % withheld % Withheld % withheld % 170,387,084 90.05% 18,830,248 9.95% 189,217,332 100.00% 88,460 0.00% 189,305,792 100.00% Directors’ Remuneration Policy results at  AGM Resolution to receive and consider the Directors’ Remuneration Policy - Total excluding Total including For % Against % withheld % Withheld % withheld % 166,421,089 87.91% 22,883,020 12.09% 189,304,109 100.00% 2,438 0.00% 189,306,547 100.00% 8,000 Directors’ remuneration and interests in shares in Glanbia plc Tables A to G on the following pages give details of the Directors’ remuneration and interests in shares in Glanbia plc held by Directors and the Group Secretary and Head of Investor Relations, and their connected persons as at 31 December 2022. There have been no changes in the interests listed in Tables B to G between 31 December 2022 and 23 February 2023 (being the latest practicable date prior to the signing of the Financial Statements). The official closing share price on 30 December 2022 (last day of trading for the 2022 €’000 financial year) was €11.92 and the range during the year was €9.98 to €13.00. The average price for the year was €11.53.  GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS  GMD GFD GOVERNANCE Table A:  Directors remuneration The salary, fees and other benefits pursuant to the remuneration package of each Director during the year were: Annual | | | | | | | | | Annual | | Incentive | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | | | | | | Incentive | | deferred | | | | | | | | | | | | | Pension | | Other | | paid in | | | into | Long-Term | | | 2022 | 2021 | | | Date of Directorship | Salary | Fees | contribution | | 1 | benefits | 2 | cash | 3 | shares | | 4 Incentive | | 5 | Total | Total | 6 | | appointment/retirement | €’000 | €’000 | | €’000 | | €’000 | | €’000 | | | €’000 | | €’000 | | €’000 | €’000 | | Executive Directors S Talbot 1,106 – – 567 1,220 1,220 1,877 5,990 3,459 M Garvey 612 – 153 93 545 545 831 2,779 1,806 2022 1,718 – 153 660 1,765 1,765 2,708 8,769 - 2021 1,672 – 149 490 1,254 1,196 504 – 5,265 Former Executive Directors | | 7 | Stepped down 24 April 2019 | | | --- | --- | --- | --- | | H McGuire | | | – – – – – – – – 232 | | | 7 | Stepped down 24 April 2019 | | | B Phelan | | | – – – – – – – – 339 | 2022 – – – – – – – – – 2021 – – – – – – 571 – 571 2022 1,718 – 153 660 1,765 1,765 2,708 8,769 – 2021 1,672 – 149 490 1,254 1,196 1,075 – 5,836 Non-Executive Directors D Gaynor – 335 – – – – – 335 325 P Ahern – 43 – – – – – 43 43 | R Brennan | App 1 January 2021 | – 90 – – – – – 90 85 | | --- | --- | --- | | P Coveney | Ret 30 March 2022 | – 23 – – – – – 23 85 | | P Duffy | App 1 March 2021 | – 100 – – – – – 100 71 | V Gorman – 15 – – – – – 15 43 I Haaijer App 1 August 2022 – 38 – – – – – 38 – B Hayes – 43 – – – – – 43 43 Mn Keane Ret 6 May 2021 – – – – – – – – 15 J Lodge – 103 – – – – – 103 93 JG Murphy – 43 – – – – – 43 43 J Murphy – 43 – – – – – 43 43 P Murphy – 43 – – – – – 43 43 D O’Connor – 103 – – – – – 103 95 K Underhill App 1 August 2022 – 50 – – – – – 50 – 2022 – 1,072 – – – – – 1,072 – 2021 – 1,027 – – – – – – 1,027 Total 2022 1,718 1,072 153 660 1,765 1,765 2,708 9,841 – Total 2021 1,672 1,027 149 490 1,254 1,196 1,075 – 6,863 1. M Garvey participates in the Glanbia defined contribution plan with a contribution of 25% to 2022. 2. Other benefits include company car or equivalent, medical/life assurance, tax equalisation payment to M Garvey in respect of DC pension contribution in Ireland, taxable cash in lieu of pension payments of 26.5% of salary to S Talbot and an accommodation allowance of €100,000 for S Talbot. Having elected to forego annual revaluation of her accrued pension (which applies to active members of the pension scheme), S Talbot received a cash pension amount of €97,805 in 2022. 3. This reflects the proportion of the gross Annual Incentive (50% of total Annual Incentive) payable in cash to Executive Directors in respect of performance for full year 2022. 4. This reflects the proportion of the gross Annual Incentive (50% of total Annual Incentive) which will be invested in shares. Following the deduction of appropriate taxation and social security 30% will be retained for two years and 20% will be retained for three years. 5. This reflects the value of the 2020 share awards which will vest on 23 March 2023, earliest, the performance period for which ended on 31 December 2022. The gross value is calculated using the official closing price of a Glanbia plc share on 30 December 2022 (being the last day of trading on the Euronext Dublin for the 2022 financial year) of €11.92. 2020 vested share awards will be held for a 2 year period from the date of vest. 6. 2021 Total Remuneration has been restated to update the value of the 2019 share awards to the value on the date of vest, 25 May 2022. The restated gross value is calculated using the official opening share price on the date of vest of €11.10. 2019 vested share awards will be held for a 2 year period to May 2024. 7. H McGuire and B Phelan stepped down as Executive Directors on 24 April 2019. The vest value of share awards granted while Executive Directors in 2019, in respect of performance periods ending in 2021 respectively, are included in the table above. These have been restated to update the value of the 2019 share awards to the value on the date of vest, 25 May 2022. The restated gross value is calculated using the official opening share price on the date of vest of €11.10. 2019 vested share awards will be held for a 2 year period to May 2024. Details of Directors’ long-term awards expected to vest in respect of performance to 31 December 2022 are set out on page 132. GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS   STRATEGIC FINANCIAL OTHER REPORT STATEMENTS INFORMATION ## Remuneration Committee Report continued The defined pension benefit of the Executive Directors during the year was as follows: Total annual | Transfer value | | Annual pension | | | | accrued | | | --- | --- | --- | --- | --- | --- | --- | --- | | of increase in | | accrued in 2022 | | | pension at | | | | | accrued | | in excess of | | 31 December | | | | | pension | | | inflation | | | 2022 | | | €’ 000 | | | €’ 000 | | €’ 000 | | S Talbot – – 159 2022 – – 159 2021 – – 159 Table B: Directors and Secretary’s interests in ordinary shares in Glanbia plc | | | As at | | As at | | --- | --- | --- | --- | --- | | | 31 December 2022 | | 2 January 2022 | | | Notes | Ordinary Shares | | Ordinary Shares* | | Directors D Gaynor 10,000 10,000 S Talbot 1 398,889 335,235 P Ahern 18,832 14,091 R Brennan 4,000 – P Duffy 6,930 6,930 M Garvey 1 148,423 119,490 I Haaijer 2 – – B Hayes 43,696 39,151 J Lodge 5,000 5,000 JG Murphy 11,849 7,283 J Murphy 1,870 1,292 P Murphy 15,687 11,506 D O’Connor 7,680 7,680 K Underhill 2 – – 672,856 557,658 Group Secretary and Head of Investor Relations L Hennigan 3 9,421 7,128 * or at date of original appointment to the Board if appointed during financial year. 1. Executive Director. 2. Appointed 1 August 2022. 3. Appointed 4 April 2022 Note: The ordinary shares held in trust for the Directors and Secretary disclosed in Table C below are included in the total number of ordinary shares held by the Directors and Secretary above. The Directors and Secretary did not use their shares as security during 2022 or up to 23 February 2023, being the latest practicable date prior to the signing of the Financial Statements. Table C: Director and Secretary interests in ordinary shares in Glanbia plc subject to restriction 2021 Annual Deferred 2018 LTIP 2 2018 LTIP 3 2018 LTIP 4 Incentive 5 Total 1 Executive Directors S Talbot 17,437 – 16,832 38,822 73,091 M Garvey 8,205 – 7,451 21,482 37,138 Group Secretary and Head of Investor Relations L Hennigan – 2,255 – – 2,255 1. The above ordinary shares are held on trust for the Directors and Group Secretary and Head of Investor Relations by the Glanbia plc Section 128D Employee Benefit Trust and are included in the total number of ordinary shares held in trust by the Directors and Secretary disclosed in Table B. 2. Subject to restriction on sale until 18 May 2023. 3. Subject to restriction on sale until 25 May 2023. 4. Subject to restriction on sale until 25 May 2024. 5. Subject to restriction on sale until 28 March 2024.  GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS  GOVERNANCE Table D: Summary of Directors interests in Glanbia plc  LTIP As at | 31 December | | | | | As at | | --- | --- | --- | --- | --- | --- | | | | 2022 | 2 January 2022 | | | | | 2018 LTIP | | | 2018 LTIP | | | Share awards | | | Share awards | | | Executive Directors S Talbot 612,553 618,492 M Garvey 286,630 273,787 Table E: Directors’ interests in  LTIP Market | | | As at | Granted | | | Vested | Lapsed | | As at | price at | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | 2 January | | during the | | during the | | during the | 31 December | | date of | Earliest date | | Date of Grant | | 2022 | | year | | year | year | | 2022 | award € | for vesting Expiry date Notes | Executive Directors S Talbot 21-Mar-19 145,752 – 31,482 114,270 – 17.73 21-Mar-22 21-Mar-23 1 23-Mar-20 238,976 – – – 238,976 8.24 23-Mar-23 23-Mar-24 2 16-Mar-21 233,764 – – – 233,764 11.57 16-Mar-24 16-Mar-25 3 11-May-22 – 139,813 – – 139,813 11.82 11-May-25 11-May-26 4 Total: 618,492 139,813 31,482 114,270 612,553 M Garvey 21-Mar-19 64,520 – 13,936 50,584 – 17.73 21-Mar-22 21-Mar-23 1 23-Mar-20 105,787 – – – 105,787 8.24 23-Mar-23 23-Mar-24 2 16-Mar-21 103,480 – – – 103,480 11.57 16-Mar-24 16-Mar-25 3 11-May-22 – 77,363 – – 77,363 11.82 11-May-25 11-May-26 4 Total: 273,787 77,363 13,936 50,584 286,630 1. Share awards granted on 21 March 2019 were subject to performance conditions measured over the three financial years ended 1 January 2022. The awards vested on 25 May 2022 and the percentage of the awards vested are shown on page 140. Directors were permitted to sell sufficient shares to satisfy any tax or social security deductions arising on the acquisition of the shares. The balance of the shares are restricted from sale for two years and are held on trust for the Directors by the trustee of the Glanbia plc Section 128D Employment Benefit Trust. The total number of shares subject to restriction are included in the total number of ordinary shares disclosed in Table B on page 138. 2. Share awards granted on 23 March 2020 were subject to performance conditions measured over the three financial years ended 31 December 2022. The outcome of these performance conditions and the number of share awards expected to vest to Executive Directors during 2023 are set out on pages 132 and 140. The vested share award, net of relevant taxation and social security deductions, will be restricted from sale for two years and held on trust for them by the trustee of the Glanbia plc section 128D Employee Benefit Trust. 3. The performance period in respect of the 2018 LTIP awards made in 2021 is the three financial years ending 2023. 4. The performance period in respect of the 2018 LTIP awards made in 2022 is the three financial years ending 2024. The performance conditions attached to the awards granted in 2021 and 2022 are detailed in the section entitled ‘Long-Term Incentive Share Awards 2021 and 2022’ on page 132. Table F: Executive Directors’ annual deferred incentive paid | Value of Annual | | | | Date of | | Acquisition | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | Incentive | | conversion/ | | price per share | | | | | converted into | | | acquisition of | | | at date of | | Number of | | | shares € | 1 | | shares | | conversion | shares acquired | | Executive Directors S Talbot 2021 Annual Deferred Incentive €770,000 28-Mar-22 €10.61872 72,469 M Garvey 2021 Annual Deferred Incentive €426,000 28-Mar-22 €10.61872 40,100 1. Numbers are rounded to the nearest thousand. 2. Directors were permitted to sell sufficient shares to satisfy any tax or social security deductions arising on the acquisition of the shares. The balance of the shares are restricted from sale for two years and are held in trust for the Directors by the trustee of the Glanbia plc Section 128D Employee Benefit Trust. 3. The total number of shares subject to restriction are included in the total number of ordinary shares disclosed in Table B on page 138. GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS   STRATEGIC FINANCIAL OTHER REPORT STATEMENTS INFORMATION ## Remuneration Committee Report continued Table G: Value of awards expected to vest in  and awards vested in  Number of | shares awarded | | | | | | Number of | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | expected to vest | | Percentage | | Estimated | shares vested in | | | Percentage | Market Value on | | | | | in 2023 | Outcome % | Market Value € | | 1 | | 2022 | Outcomes % | | Date of Vest | 2 | Executive Directors S Talbot 157,486 65.9% 1,877,233 31,482 21.6% 349,450 M Garvey 69,714 65.9% 830,991 13,936 21.6% 154,690 1. This reflects the value of long term incentive share awards expected to vest in 2023 with a three year performance period ended in 2022. The market values have been estimated using the official closing price of a Glanbia plc share on 30 December 2022 (being the last day of trading on the Euronext Dublin before year end 31 December 2022) of €11.92. 2. This reflects the value of long term incentive share awards vested in 2022 with a three year performance period ended in 2021. These have been valued at the market value of the shares on the date of vesting €11.10 per share (official opening price).  GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS  STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION # Statutory information and Forward-looking statement ## Principal activities, strategy and business model Glantzia plc is a global nutrition group, headquartered in Ireland, with a direct presence in 33 countries worldwide. The Group's business model and strategy are summarised in the Strategic Report on pages 1 to 77 The Group Chairman's statement on page 8, the Group Managing Director's review on page 8, the Operations review on pages 26 to 43 and the Group Finance Director's review on pages 44 to 49 contain a review of the development and performance of the Group's business during the year, of the state of affairs of the business at 31 December 2022, of recent events and of likely future developments. Information in respect of events since the year end is included in these sections and in Note 36 to the Financial Statements. As set out on page 47, the Group reported a profit for the period of €256.8 million after exceptionals. Comprehensive reviews of the financial and operating performance of the Group during 2022 are set out in the Group Finance Director's review on pages 44 to 49 and in the Operations review on pages 26 to 43. Key Performance Indicators are set out on pages 18 and 19. The treasury policy and the financial risk management objectives of the Group are set out in detail in Note 30 to the Financial Statements. Our approach to our people, diversity equity and inclusion, and our stakeholders are discussed on pages 20 to 22 and sustainability is discussed on pages 50 to 66 and 80 to 113 ## Non-Financial Reporting Statement The Group compiles with the European Union [Disclosure of Non-Financial and Diversity Information by certain large undertakings and groups] Regulations 2017, S.I. No. 360 of 2017 [as amended]. The table on page 66 is designed to help stakeholders navigate to the relevant sections in this Annual Report to understand the Group's approach to these non-financial risks. Many of our policies can be viewed on www.glantzia.com. ## Process for appointment/retirement of Directors In addition to the Companies Act 2014, the constitution of the Company contains provisions regarding the appointment and retirement of Directors. At each Annual General Meeting (AGM) the constitution of the Company provides that each Director who has been in office at the conclusion of each of the three preceding AGMs, and who has not been appointed or reappointed at either of the two most recently held of those three meetings, shall retire from office, however in accordance with the UK Corporate Governance Code 2018 (the "Code"), all of the Directors are subject to annual re-election. Each of the Directors will retire at the 2023 AGM and, being eligible, with the exception of Patsy Ahern and John Murphy, who will retire following the 2023 AGM, offer themselves for election or re-election. The constitution of the Company also allows the election and re-election of Independent Directors, where applicable, to be conducted in accordance with the election provisions for Independent Non-Executive Directors in the Euronext Dublin Listing Rules and the United Kingdom Financial Conduct Authority ("FCA") Listing Rules. No person, other than a Director retiring by rotation, shall be appointed a Director at any general meeting unless they are recommended by the Directors or, not less than seven nor more than 42 days before the date appointed for the meeting notice, executed by a member qualified to vote at the meeting has been given to the Company of the intention to propose that person for appointment. If a Director is also a director of Tirton Co-operative Society Limited (formerly Glantzia Co-operative Society Limited) (the "Society"), the constitution of the Company provides that their appointment as a Director shall terminate automatically in the event of them ceasing to be a director of the Society. The constitution of the Company also contains provisions regarding the automatic retirement of a Director in certain other limited circumstances. ## Annual General Meeting The Company's 2023 AGM will be held on 4 May 2023 at 11.00 a.m. at Lynath Estate, Kilkenny, R95 F685, Ireland. Full details of the 2023 AGM, together with explanations of the resolutions to be proposed, will be contained in the Notice of the 2023 AGM. The record date for the 2023 AGM will be determined in accordance with section 10870 and 1105 of the Companies Act 2014. ## Powers of the Directors The Directors are responsible for the management of the business of the Company and the Group and may exercise all powers of the Company subject to applicable legislation and regulation and the constitution of the Company. At the 2022 AGM, the Directors were given the power to issue new shares up to a nominal amount of €4,173,258.54. This power will expire on the earlier of the close of business on the date of the 2023 AGM or 4 August 2023. Accordingly, a resolution will be proposed at the 2023 AGM to renew the Company's authority to issue new shares. At the 2022 AGM, the Directors were also given the power to: - dis-apply the strict statutory pre-emption provisions in the event of a rights issue or other pre-emptive issue or in any other issue up to an aggregate amount equal to 5% of the nominal value of the Company's issued share capital. This 5% limit includes any treasury shares re-issued by the Company while this authority remains operable; and - dis-apply the strict statutory pre-emption provisions for an additional 5% for specific transactions. The resolution gave the Directors an additional power to allot shares on a non-pre-emptive basis and for cash up to a further 5% of the issued share capital in connection with an acquisition or a specified capital investment which is announced contemporaneously with the issue, or which has taken place in the preceding six month period and is disclosed in the announcement of the issue. The 5% limit includes any treasury shares reissued by the Company while this authority remains operable. These powers will expire on the date of the 2023 AGM or 4 August 2023, whichever is earlier. Accordingly, resolutions will be proposed at the 2023 AGM to renew these authorities. ALL MEDIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS 2022 141 ## Statutory information and Forward-looking statement continued At the 2022 AGM, the Directors were also given the power to buy back a maximum number of 26,044,569 ordinary shares at a minimum price of €0.06 each. The maximum price was an amount equal to 105% of the average of the middle market quotations of the Company's ordinary shares as derived from the Euronext Dublin Daily Official List for the five business days immediately preceding the day on which such ordinary shares are contracted to be purchased. This power will expire at the earlier of the conclusion of the 2023 AGM or 4 August 2023 and a resolution will be proposed at the 2023 AGM to renew this power. A special resolution will be proposed at the 2023 AGM to renew the Company's authority to acquire its own shares. At the 2022 AGM, shareholders also authorised the maximum and minimum prices at which the Company may reissue off-market such shares as it may purchase. This authority will expire at the earlier of the conclusion of the 2023 AGM or 4 August 2023 (whichever is earlier) and a resolution will be proposed at the 2023 AGM to renew this authority. ### Research and development The Group is fully committed to ongoing technological innovation in all sectors of its business, providing integrated customer-focused product development by leveraging our global technology capabilities and expertise. Expenditure on research and development amounted to €20.4 million in 2022 (2021: €18.5 million) as disclosed in Note 5 to the Financial Statements. ### Dividends An interim dividend of 12.93 cent per share was paid on 7 October 2022 (an aggregate of €35.4 million) to shareholders on the share register at the close of business on 26 August 2022. The Directors propose a final dividend of 19.28 cent per share which based on the issued share capital at 23 February 2023 (being the latest practicable date prior to the signing of the Financial Statements) would equate to (an aggregate of €52.5 million) bringing the total dividend in respect of 2022 to 32.21 cent per share (an aggregate of €87.9 million). Subject to shareholder approval, the final dividend will be paid on 5 May 2023 to shareholders on the share register on 24 March 2023. The foregoing amounts paid are net of dividends waived by the Group's Employee Trusts. Total dividends paid during 2022 amounted to an aggregate of €84.4 million (being a final dividend of 17.53 cent per share paid on 5 May 2022 (an aggregate of €49.0 million) and an interim dividend of 12.93 cent per share paid on 7 October 2022 (an aggregate of €35.4 million). The foregoing amounts paid are net of dividends waived by the Group's Employee Trusts. All dividend payments will be made by direct credit transfer into a nominated bank or financial institution. If a shareholder has not provided their account details prior to the payment of the dividend, a shareholder will be sent the normal tax voucher advising a shareholder of the amount of their dividend and that the amount is being held because their direct credit transfer instructions had not been received in time. A shareholder's dividends will not accrue interest while they are held. Payment will be transferred to a shareholder's account as soon as possible on receipt of their direct credit transfer instructions. For the past number of years, dividends have been paid in sterling to shareholders whose address, according to the Company's share register, is in the UK (unless they have elected otherwise). On 15 March 2021 this structure changed and a default currency of euro is applied to all new shareholders who come on to the Company's share register, regardless of their registered address. Where an existing shareholder holds shares in certificated (i.e. paper) form and has previously received sterling because their registered address is in the UK or because they have previously elected to receive sterling, they will continue to receive sterling unless they elect otherwise. All other shareholders will from 15 March 2021 automatically be paid in euro unless a sterling currency election is made (including those shareholders who hold their shares in uncertificated (i.e. dematerialised) form). Shareholders holding their shares via the central securities depository operated by Euroclear Bank or CREST will receive dividends electronically via such systems. To avail of these facilities, shareholders should follow the applicable rules and guidelines issued by the operators of those systems from time to time. Irish Dividend Withholding Tax (DWT) must be deducted from dividends paid by an Irish resident company, unless a shareholder is entitled to an exemption and has submitted a properly completed exemption form to the Company's Registrar. DWT is deducted at the standard rate of income Tax (25%). Non-resident shareholders located in countries with a double tax treaty with Ireland and certain Irish companies, trusts, pension schemes, investment undertakings and charities may be entitled to claim exemption from DWT. Copies of the exemption form may be obtained from the Company's Registrar. Shareholders should note that DWT will be deducted from dividends in cases where a properly completed form has not been received by the market deadline for the dividend. Individuals who are resident in Ireland for tax purposes are not entitled to an exemption. If shares are held via Euroclear Bank or CREST, the owners of the shares will need to contact the intermediary through whom the shares are held to ascertain arrangements for tax relief to be applied at source. ### Political donations The Electoral Act, 1997 (as amended) requires companies to disclose all political donations over €200 in aggregate made during the financial year. The Directors, an enquiry, have satisfied themselves that no payment or other donations in excess of this amount have been made by the Group. ### Issued share capital At 31 December 2022 the authorised share capital of the Company was 350,000,000 ordinary shares of €0.06 each and the issued share capital was 272,287,360 (2021: 287,169,345) ordinary shares of €0.06 each, of which 27.74% was held by the Society. All the Company's shares are fully paid-up and quoted on Euronext Dublin and the London Stock Exchange. The Company purchased 14,881,985 shares during the year as part of the share buyback programme. 142 | SCANNER PLC | CARNIVAL REPORT AND FINANCIAL STATEMENTS 2022 STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION Details of the Company's share capital and shares under share award at 31 December 2022 are given in Notes 22 and 9, respectively, to the Financial Statements. ### Share buyback During 2022, the Company repurchased a total of 14,881,985 ordinary shares, returning a total of circa €173.5 million in cash to shareholders, which includes the placement as outlined below. | Month | Total number of share buyback purchases | Average price paid per share | | --- | --- | --- | | January | 4,038,684 | 12.31 | | February | 1,821,876 | 12.46 | | March | 1,931,209 | 10.92 | | April | 2,789,121 | 10.73 | | June | 339,874 | 10.43 | | July | 1,344,039 | 10.90 | | August | 1,127,997 | 12.11 | | September | 1,489,205 | 12.19 | | Total 2022 | 14,881,985 | 11.65 | On 20 January 2022, the Society completed the sale of approximately 5.75 million ordinary shares in the Company (the "Shares"), representing around 2 percent of the Company's issued share capital, for a total consideration of approximately €70 million (the "Equity Placement"). Concurrently with the Equity Placement, the Society placed €250 million senior secured bonds and certain subscribers to these bonds placed existing shares (the "Delta Shares") together with the Equity Placement (the "Placement"). The price per Share in the Placement was €12.25. Pursuant to the Company's existing authority to purchase its own shares, the Company participated in the Placement via the Group's broker J&F. Davy and purchased 2,527,812 shares (representing around 0.9 percent of the Company's existing issued share capital), at a price of €12.25 per Share (the "Buyback") (an aggregate of circa €31 million). The Shares purchased in the buyback were cancelled. The purchase of shares from the Society as part of the buyback constituted a related party transaction for the Company under the Euronext Lading Rules ("Euronext LR") and the FCA Lading Rules ("FCA LR"). Pursuant to paragraph 11.1.10 (2)(a) of the Euronext LR and paragraph 11.1.10 (2)(b) of the FCA LR, Davy Corporate Finance confirmed that the terms of the buyback with the related party, were fair and reasonable as far as the shareholders of the Company were concerned. The Company's participation in the Placement was incremental to €50 million 2021 Buyback Programme announced on 8 December 2021. The figures in the Table above for January include this purchase. ### Rights and obligations of ordinary shares On a show of hands at a general meeting, every holder of ordinary shares present in person or by proxy and entitled to vote shall have one vote. On a poll, every shareholder present in person or by proxy, shall have one vote for every ordinary share held. In accordance with the provisions of the constitution of the Company, holders of ordinary shares are entitled to a dividend where declared or paid out of profits available for such purposes. On a return of capital on a winding up, holders of ordinary shares are entitled to participate. ### Restrictions on transfer of shares/votes With the exception of restrictions on transfer of shares under the Group's share schemes, (while the shares are subject to such schemes), there are no restrictions on the voting rights attaching to the Company's ordinary shares (except as outlined below) or the transfer of securities in the Company. Certain restrictions on transfers of shares may from time to time be imposed by the Group's share dealing rules and/or the Market Abuse Regulation (EU) No 596/2014. Directors and certain employees are required to seek the Company's approval to deal in its shares. Additionally, members of the Group Operating Executive are required to hold a proportion of the value of their base salary in shares. These shares may not normally be transferred during the individuals' period in office. Where participants in a Group share scheme operated by the Group are the beneficial owners of shares but not the registered owner, the voting rights are normally exercised by the registered owner at the direction of the participants. Article 2 of the constitution of the Company provides that any ordinary shares acquired by any person who is/was an employee of the Group or any associate or joint venture (provided such person is neither a Director of the Company nor a director of the Society) shall be non-voting shares if such acquisition would, if not for this restriction on voting rights, cause such person to be deemed to have acquired indirect control of the Company or to have to make an offer under Rule 9 of the Irish Takeover Panel Act 1997, Takeover Rules 2022. ALAMEDA PLC | ANNUAL REPORT AND FINANCING STATEMENTS 2022 143 ## Statutory information and Forward-looking statement continued Under the constitution of the Company, the Directors have the power to impose restrictions on the exercise of rights attaching to share(s) where the holder of the share(s) fails to disclose the identity of any person who may have an interest in those shares. No person holds securities in the Company carrying special rights with regard to control of the Company. The Company is not aware of any agreements between holders of securities that may result in restrictions in the transfer of securities or voting rights. ### Exercise of rights of shares in employee share schemes As detailed in Note 23(e) to the Financial Statements at 31 December 2022, 1,711,322 ordinary shares were held in employee benefit trusts for the purpose of the Company’s employee share schemes. The Group’s employee benefit trusts have waived dividends due to them in respect of unallocated shares save a nominal amount. The Trustees of the Group’s employee trusts do not seek to exercise voting rights on shares held in the employee trusts other than on the direction of the underlying beneficiaries. No voting rights are exercised in relation to shares unallocated to individual beneficiaries. ### Rights under the Shareholders’ Rights (Directive //EC) Regulations  Shareholder(s) have the right to ask questions related to items on the agenda of a general meeting and to receive answers, subject to certain qualifications. Shareholder(s) holding 3% of the issued share capital of the Company, representing at least 3% of its total voting rights, have the right to put items on the agenda and to table draft resolutions at AGMs. The request must be received by the Company at least 42 days before the relevant meeting. Further details of shareholders’ rights under the Shareholders’ Rights (Directive 2007/36/ EC) Regulations 2009 will be contained in the Notice of the 2023 AGM. ### Restrictions on voting deadlines The notice of any general meeting shall specify the deadline for exercising voting rights and appointing a proxy or proxies to vote in relation to resolutions to be proposed at the general meeting. The number of proxy votes for, against or withheld in respect of each resolution is published on the Group’s website after the meeting. ### Constitution of the Company The Company’s constitution details the rights attaching to the shares; the method by which the Company may purchase or reissue its shares, the provisions which apply to the holding of shares and voting at general meetings and the rules relating to the Directors, including their appointment, retirement, election, re-election, duties and powers. A copy of the Company’s constitution can be obtained from the Group’s website: www.glanbia.com. Unless expressly specified to the contrary in the constitution of the Company, the Company’s constitution may be amended by special resolution of the Company’s shareholders. ### Change of control provisions The Group has certain debt facilities which may require repayment in the event that a change in control occurs with respect to the Group. There are also a number of agreements that take effect, alter or terminate upon a change of control of the Group, which include the Group’s Glanbia Cheese joint ventures with Leprino Foods Company. If a third party were to acquire control of the Group, Leprino Foods Company could elect to terminate its joint ventures with the Group and, if this were to occur, the Group could then be required to sell its shareholding in the joint ventures to Leprino Foods Company at a price equal to its fair value. In addition, the Company’s employee share plans contain change of control provisions which can allow for the acceleration of the exercisability of share options and the vesting of share awards in the event of a change of control. The Board is satisfied that no change of control has occurred in respect of these agreements. ### Substantial interests The Company has been advised of the following notifiable interests in its ordinary share capital as at 31 December 2022 and 23 February 2023 (being the latest practicable date prior to the signing of the Financial Statements): | | No. of ordinary | | % of issued share | | No. of ordinary | | % of issued share | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | shares as at | | capital as at | | shares as at | | capital as at | | Shareholder | 31 December 2022 | | 31 December 2022 | | | 23 Feb 2023 | | 23 Feb 2023 | Tirlán Co-operative Society Limited 75,537,305 27.74% 75,537,305 27.74% 1 Black Creek Investment Management Inc. 10,721,341 3.94% 8,054,877 2.96% Franklin Mutual Advisors, LLC 11,130,742 4.09% 11,130,742 4.09% 1 Black Creek Investment Management Inc. (“Black Creek”) is an investment management company. The shares are beneficially owned by 16 separate funds and clients which Black Creek advises regarding their investment portfolios. Shares held directly are by funds for which Black Creek also acts as investment fund manager. None of the funds or clients by itself reaches or exceeds the 3% threshold. The funds and clients give a proxy to Black Creek who can exercise the voting rights for the shares in its own discretion.  GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS  STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION # Contracts of significance On 5 May 2021, the Company and the Society entered into an amended and restated relationship agreement, which was originally entered into in accordance with Euronext LR 6.1.7/FCA LR 9.2.2A0, effective as of 29 February 2021 (the "Relationship Agreement"). Under the Relationship Agreement, in 2022, the number of Directors nominated by the Society reduced from six to five in a board comprising of 14 members, with seven independent Non-Executive Directors and two Executive Directors. In 2023, the number of Directors nominated by the Society will further reduce to three, the size of the Board will reduce to 13 and the number of Independent Non-Executive Directors will increase from seven to eight. Two Directors nominated by the Society will retire immediately following the 2023 AGM. When the Society's holding in the Company fell below 30% on 13 September 2022, the provisions of the Relationship Agreement terminated with the exception of the above provisions providing for the right of the Society to appoint Non-Executive Directors. In connection with disposal by the Company of its interest in Glanbia Ireland DAC ("Tirlán"), certain agreements were entered into by the Company and the Society, the principal terms and conditions of which were included in the circular sent to shareholders on 1 February 2022 in respect of the Extraordinary General Meeting held on 25 February 2022 and is available to view on www.glanbia.com/egm. These agreements include: - Share Subscription and Redemption Agreement between the Company, the Society, Tirlán and Glanbia Financial Services Unlimited Company dated 7 December 2021; - the Services Amendment Agreement between the Company, Tirlán and Glanbia Management Services Limited dated 7 December 2021; and - Pensions Agreement between Glanbia, the Society, Glanbia Foods Ireland Limited and Tirlán dated 7 December 2021 in respect of pension matters arising in the context of the Proposed Transaction. On 2 July 2017, the Company entered into a shareholders agreement with the Society in respect of Tirlán. This agreement terminated on completion of the disposal of the Company's interest in Tirlán to the Society. # Information required to be disclosed by LR 6.1.77, Euronext Dublin Listing Rules/FCA LR 9.8.4 R For the purposes of Euronext LR 6.1.77/LR 9.8.4 R, the information required to be disclosed by Euronext LR 6.1.77/FCA LR 9.8.4 R can be found in the following locations: | Section | Topic | Location | | --- | --- | --- | | (1) | Interest capitalised and related tax relief | Financial Statements, Note 10 | | (2) | Publication of unaudited financial information | Not applicable | | (3) | Small related party transactions | Page 143 | | (4) | Details of long-term incentive schemes | Remuneration Committee Report | | (5) | Waiver of emoluments by a director | Not applicable | | (6) | Waiver of future emoluments by a director | Not applicable | | (7) | Non pre-emptive issues of equity for cash | Not applicable | | (8) | Item (7) in relation to major subsidiary undertakings | Not applicable | | (9) | Parent participation in a placing by a listed subsidiary | Not applicable | | (10) | Contracts of significance | Page 145 | | (11) | Provision of services by a controlling shareholder | Not applicable | | (12) | Shareholder waivers of dividends | Page 144 | | (13) | Shareholder waivers of future dividends | Page 144 | | (14) | Agreement with controlling shareholders and independence provisions/undertakings | Not applicable | All the information cross-referenced above is hereby incorporated by reference into this Directors' Report. # Forward-looking statements The Group has made forward-looking statements in this Annual Report that are based on management's beliefs and assumptions and on information currently available to management. Forward-looking statements include, but are not limited to, information concerning the Group's possible or assumed future results of operations, business strategies, financing plans, competitive position, potential growth opportunities, potential operating performance improvements, the effects of competition and the effects of future regulation or regulations. Forward-looking statements include all statements that are not historical facts and can be identified by the use of forward-looking terminology such as the words 'believe', 'develop', 'ensure', 'expect', 'arrive', 'achieve', 'anticipate', 'maintain', 'grow', 'aim', 'deliver', 'sustain', 'should', 'should be', 'will be' or the negative of these terms or similar expressions. Forward-looking statements involve risks, uncertainties and assumptions. Actual results may differ materially from those expressed in these forward-looking statements. You should not place undue reliance on any forward-looking statements. The risk factors included at pages 72-77 of this Annual Report could cause the Group's results to differ materially from those expressed in forward-looking statements. There may be other 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. These forward-looking statements are made as of the date of this Annual Report. The Group expressly disclaims any obligation to update these forward-looking statements other than as required by law. The forward-looking statements in this Annual Report do not constitute reports or statements published in compliance with any of Regulations 4 to 9 and 26 of the Transparency (Directive 2004/109/EC) Regulations 2007 or any equivalent provisions of the Disclosure and Transparency Rules of the FCA. As an Irish-incorporated company, the Strategic Report does not constitute a strategic report for the purposes of the UK Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013 and the Large and Medium-sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2015, and the Remuneration Committee report does not constitute a remuneration report for the purposes of the UK Large and Medium-sized Companies and Groups (Accounts and Reports) (Amendment) Regulations. EUROPEAN FLOOR COMPANY, REPORT AND FINANCING STATEMENTS 2022 145 ## Statutory information and Forward-looking statement continued ### Subsidiary and associated undertakings/branches outside the State A list of the principal subsidiary and associated undertakings and their activities including details of any branches of the Group outside the State is included in Note 37 to the Financial Statements. ### Consolidated disclosures pursuant to Article  Taxonomy Regulation The below disclosure required by Article 8 of the EU Taxonomy Regulation forms part of the Group’s Non-Financial Reporting Directive Statement. Article  Taxonomy Regulation The Taxonomy Regulation is a key component of the European Commission’s action plan to redirect capital flows towards a more sustainable economy. It represents an important step towards achieving climate neutrality by 2050 in line with EU goals as the Taxonomy is a classification system for environmentally sustainable economic activities. In the following section, in line with regulatory guidance, only the wholly owned business is considered. This therefore excludes joint venture and associates activities from our evaluation of turnover, capital expenditure (“Capex”) and operating expenditure (“Opex”) for the reporting period 2022, which are associated with economic activities that qualify as environmentally sustainable (Taxonomy- aligned economic activities). This assessment is related to the first two environmental objectives (climate change mitigation and climate change adaptation) in accordance with Article 8 of the Taxonomy Regulation and Art. 2 of the Art. 8 Delegated Act, (Disclosures Delegated Act). Glanbia activities Following consideration of the EU Taxonomy Compass, and after a thorough review involving all relevant divisions and functions, including carrying out detailed workshops with the business unit (BU) operational and finance senior leadership teams, reviewing the economic activities description and NACE code definitions as referenced within the EU Taxonomy Climate Delegated Act, the Group classified each business activity as either: • Taxonomy non-eligible: An economic activity that is not described in the Climate Delegated Act; • Taxonomy-eligible but not environmentally sustainable: An economic activity which is described in Annex I or Annex II of the Climate Delegated Act and does not meet the requirements associated with a Taxonomy-aligned economic activity; or • Taxonomy-aligned: Taxonomy-eligible and meets the defined Technical Screening Criteria consisting of substantially contributing to at least one environmental objective and Doing no significant harm to any of the other environmental objectives; and is carried out in compliance with ‘Minimum Safeguards’. The assessment was completed by reviewing the Climate Delegated Act Annex I as our business practices are currently focused toward pursuing the environmental objective of climate change mitigation and to contribute substantially to the stabilisation of greenhouse gas emissions by avoiding or reducing them or by enhancing greenhouse gas removals. As we allocated our business activities only to one environmental objective, we avoided double counting between different environmental objectives. ### Outlook on our potential for Taxonomy-eligibility and alignment In August 2021 the Platform on Sustainable Finance released a report containing draft criteria for activities that are considered for the upcoming delegated act on the other four environmental objectives (sustainable use and protection of water and marine resource; transition to a circular economy; pollution prevention and control; protection and restoration of biodiversity and ecosystem). In March 2022, the Platform on Sustainable Finances’ Technical working Group released their recommendations to the Commission after feedback was received on their draft report where the manufacturer of food products and beverage was mentioned as an indicator to establish priority activities regarding the objective of protection and restoration of biodiversity and ecosystems and the transition to a circular economy. Therefore, we expect to be able to report at least some of our core business activities as Taxonomy-eligible and aligned in the future. We disclose this additional detail voluntarily as we believe that this information is helpful for users of our consolidated non-financial statement to gain a better understanding of our business activities. Key Performance Indicators (KPIs) The KPIs include turnover, Capex and Opex calculations. For the reporting period 2022, the KPIs have been disclosed in relation to Taxonomy-eligible but not environmentally sustainable and Taxonomy-aligned economic activities. Please refer to the disclosure tables included below setting out our KPIs. We also assessed activities against the Complementary Climate Delegated Act and have not completed templates 1 to 5 as none of the activities listed in this Act are applicable to Glanbia. ### Turnover KPI Glanbia has not identified Taxonomy-eligible economic activities in relation to turnover generated during 2022, reflecting the fact that Glanbia’s core activities of food manufacturing and processing are not listed activities within the Climate Delegated Act. We also undertook a deeper review of turnover with cross functional support from our finance and operational senior leadership team to evaluate if there was any revenue generated outside of our core economic activities that would meet the activity description. No eligible turnover was identified during this review. In line with last year, with no eligible turnover (numerator) and using a base of our total turnover (denominator) as reported in our Consolidated Income Statement, we established the proportion of eligible turnover to be zero and consequently alignment is also deemed to be zero.  GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS  STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION # Capex and Opex KPI # Explanation on the numerator of the Capex KPI and the Opex KPI As Glanbia has not identified Taxonomy-eligible economic activities in relation to turnover, we do not record Capex/Opex related to assets or processes that are associated with Taxonomy-eligible economic activities in the numerator of the Capex KPI and the Opex KPI. Furthermore, there are no Capex plans to upgrade a Taxonomy-eligible economic activity to become Taxonomy-aligned or to expand a Taxonomy-aligned economic activity. Only "category c" Capex and Opex as defined within the Disclosures Delegated Act can therefore qualify as Taxonomy-eligible, i.e. Capex/Opex related to the purchase of output from Taxonomy-eligible economic activities and individual measures enabling certain target activities (our non-eligible activities) to become low-carbon or to lead to greenhouse gas reductions (Sect. 11.2.2. (c) of Annex I to the Disclosures Delegated Act). # Capex Overall based on the review exercise carried out, 6.8% of the Group's capital expenditure during the year met the eligibility criteria as defined within the Climate Delegated Act. - 6.5 Transport by motorbikes, passenger cars and light commercial vehicles and 6.6 freight transport services by road – refer to motor vehicle additions within Note 15 of the Accounts, Leasing (€1.9m), which accounts for 21% of the eligible Capex spend - 72 Renovation of existing buildings which accounts for 50% of the eligible capital expenditure identified, amounting to €4.4m, relates to the business sustaining expenditure on sites and building costs associated with laboratory upgrades, related costs included within the additions line in Note 14 of the Accounts. - 77 Acquisition and ownership of buildings, which accounts for 29% of the eligible capital expenditure identified, amounting to €2.5m, relates to the buildings acquired as part of the Sterling Technology acquisition, included within the acquisition line in Note 14 of the accounts. In conjunction with our engineering senior leadership team the capital expenditure which was deemed eligible was then assessed against the technical screening criteria of substantial contribution and do no significant harm. Following this assessment it was concluded that none of this eligible Capex met the alignment criteria. Double counting in the allocation in the numerator was avoided across economic activities by only allocating amounts to one activity. For Glanbia the material capital additions this year relate to a number of key projects to support delivery of our strategy. Within the 'Property, plant and equipment', Note 14 of the Accounts, total additions amounted to €33.5m. Outside of the costs noted above, a number of key capital projects were completed to support production efficiency and related strategy commitments. The significant additions relate to plant upgrades within the GN facilities, including upgrading elements of sites waste and water processing systems, and equipment costs associated with expanding our laboratory and operational capabilities. Within the 'Intangible asset' in Note 16 of the Accounts, total additions amounted to €310m. This includes costs associated with the development of GPV's direct-to-consumer platform, improving reporting capabilities, which included SAP integration projects and capitalised research and development costs associated with Glanbia's product development. While these capital expenditure projects are integral to Glanbia's commercial strategy and operations as a food manufacturing and processing business, following evaluation against the Taxonomy criteria this capital expenditure did not meet the activity description as outlined within the Climate Delegated Act and was therefore deemed non-eligible. # Opex The analysis of Opex led to the amount analysed being considered insignificant. The ratio of total Opex (as defined by the Taxonomy ("Taxonomy Opex") over 'total operating costs' (as noted in Note 5 of the Accounts) is circa. 1%, predominantly consisting of costs related to the manufacture and sale of nutritional food and ingredient products. Therefore Taxonomy Opex is not a significant expense in our business model. As a result, the low representativeness of Taxonomy Opex, combined with the fact that the Group's activities are not eligible to date, leads the Group to be exempted from the detailed calculation of the Taxonomy Opex KPI. The Taxonomy Opex denominator is disclosed in the Opex table on page 154 and the calculation of the denominator is set out in the Accounting policy below. # Accounting policy The specification of the KPIs is determined in accordance with Annex I of the Disclosures Delegated Act. We determine the Taxonomy-eligible but not environmentally sustainable and the Taxonomy-aligned KPIs in accordance with the legal requirements and describe our accounting policy in this regard as follows: # Turnover The denominator used for the turnover KPI is based on the total revenue recognised pursuant to International Accounting Standard (IAS) 1, paragraph 82 (a) as reported in the Consolidated Income Statement on page 162. In determining the KPI for turnover, the proportion that is Taxonomy-aligned (numerator) and Taxonomy-eligible but not environmentally sustainable (numerator) is each divided by the denominator. With regard to the numerator, we have not identified any Taxonomy-eligible activities as already outlined and as a result the numerator value equals zero for both KPIs (Taxonomy-aligned turnover, Taxonomy-eligible but not environmentally sustainable). ALAMEDA PLC | ANNEXES, REPORT AND FINANCING STATEMENTS 2002 147 ## Statutory information and Forward-looking statement continued Refer to Note 2 of the Accounts ‘Summary of significant accounting policies’ on page 169 which outlines the Group’s revenue recognition policy. Refer to Note 5 of the Accounts ‘Operating profit’ and the ‘Revenue’ line for the denominator value, the denominator includes total revenue recognised pursuant to International Accounting Standard (IAS) 1, paragraph 82(a). Capital expenditure Total Capex consists of additions to tangible and intangible fixed assets during the financial year, before depreciation, amortisation and any re-measurements, including those resulting from revaluations and impairments, as well as excluding changes in fair value. It includes additions to fixed assets (IAS 16), intangible assets (IAS 38) and right-of-use assets (IFRS 16). Additions resulting from business combinations are also included. Goodwill is not included in Total Capex as it is not defined in Annex I of the Disclosures Delegated Act. In determining the KPI for capex, the proportion that is Taxonomy-aligned (numerator) and Taxonomy-eligible but not environmentally sustainable (numerator) is each divided by the denominator. With regard to the numerator, as outlined within the Glanbia activities section, we identified €8.8m of eligible activities relating to leased motor vehicles, building and renovation costs associated with maintaining plant facilities and investment in laboratory building facilities, and buildings associated with the Sterling Technology acquisition, none of this capex meet the alignment criteria. Consequently in relation to Taxonomy-aligned capex KPI, the numerator value is zero. Whereas the Taxonomy-eligible but not environmentally sustainable capex KPI, numerator value is €8.8m. Refer to Note 2 of the Accounts ‘Summary of significant accounting policies on pages 172-174, which outlines our property plant and equipment, leasing and intangible assets accounting policies. Refer to Note 14 ‘Property, plant and equipment’, Note 15 ‘Leasing’ and Note 16 ‘Intangible assets’ of the Accounts (acquisitions and additions line within the respective notes) for the denominator value. The Capex denominator consists of all IAS 16, IFRS 16 and IAS 38 additions and acquisitions as described above. Operating expenditure Total Opex (denominator) consists of direct non-capitalised costs that relate to research and development, building renovation measures, short-term lease, maintenance and repair, and any other direct expenditures relating to the day-to-day servicing of assets of property, plant and equipment. This includes: • Research and development expenditure recognised as an expense during the reporting period in our income statement. Refer to note 5 of the Accounts ‘Operating profit’, ‘Research and development costs’ amount. In line with our consolidated financial statements (IAS 38.126), this includes all non-capitalised expenditure that is directly attributable to research or development activities. • The volume of non-capitalised leases was determined in accordance with IFRS 16 and includes expenses for short-term leases and low-value leases. Refer to 15 of the Accounts ‘Leasing’. Even though low-value leases are not explicitly mentioned in the Disclosures Delegated Act, we have interpreted the legislation as to include these leases. • Maintenance and repair and other direct expenditures relating to the day-to-day servicing of assets of property, plant and equipment were determined based on the income statement general ledger accounts categorised as repairs and maintenance. The denominator does not include expenditures relating to the day-to-day operation of property, plant and equipment such as raw materials, cost of employees operating the machine, electricity or fluids that are necessary to operate the property, plant and equipment. Direct costs for training and other human resources adaptation needs are excluded from the denominator and the numerator. This is because Annex I to the Disclosures Delegated Act lists these costs only for the numerator. In determining the KPI for opex, the proportion that is Taxonomy-aligned (numerator) and Taxonomy-eligible but not environmentally sustainable (numerator) is each divided by the denominator.  GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS  GOVERNANCE GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS   STRATEGIC FINANCIAL OTHER REPORT STATEMENTS INFORMATION ## Statutory information and Forward-looking statement continued Proportion of turnover from products or services associated with Taxonomy-aligned economic activities – disclosure covering year 2022. Substantial contribution criteria DNSH criteria (‘Does Not Significantly Harm’) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Taxonomy- | | Taxonomy- | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | aligned | | aligned | | | | | | | | | | | | | Climate | Climate | Water and | | | | | | Biodiversity | | Climate | | Climate | | Water and | | | | | | Biodiversity | | | proportion | | proportion | | Category | | Category | | | | | | Absolute | | Proportion | change | change | marine | | Circular | | | | and | | change | | change | | marine | | Circular | | | | and | Minimum | | of turnover, | | of turnover, | | (enabling | | (transitional | | | | | | turnover | (3) | of turnover | (4) mitigation | (5) adaptation | (6) resources | (7) | economy | (8) | Pollution | (9) | ecosystems | (10) | mitigation | (11) | adaptation | (12) | resources | (13) | economy | (14) | Pollution | (15) | ecosystems | (16) safeguards | (17) | year N | (18) | year N-1 | (19) | activity) | (20) | activity) | (21) | | Economic activities | (1) | Code(s) | (2) €’m | | % | % | % | % | | % | | % | | % | | Y/N | | Y/N | | Y/N | | Y/N | | Y/N | | Y/N | Y/N | | Percent | | Percent | | E | | T | | A. TAXONOMY-ELIGIBLE ACTIVITIES A.1. Environmentally sustainable activities (Taxonomy-aligned) Activity 1 - 0% 0% 0% n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a - n/a n/a n/a Turnover of environmentally - 0% 0% 0% n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a - n/a n/a n/a sustainable activities (Taxonomy-aligned) (A.1) A.2 Taxonomy-Eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) Activity 1 - 0% Turnover of Taxonomy-eligible but - 0% - n/a n/a n/a not environmentally sustainable activities (not Taxonomy-aligned activities) (A.2) Total (A.1 + A.2) - 0% - n/a n/a n/a B. TAXONOMY-NON-ELIGIBLE ACTIVITIES Turnover of Taxonomy-non-eligible 5,642.4 100% activities (B) Total (A + B) 5,642.4 100%  GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS  GOVERNANCE Proportion of turnover from products or services associated with Taxonomy-aligned economic activities – disclosure covering year 2022. Substantial contribution criteria DNSH criteria (‘Does Not Significantly Harm’) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Taxonomy- | | Taxonomy- | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | aligned | | aligned | | | | | | | | | | | | | Climate | Climate | Water and | | | | | | Biodiversity | | Climate | | Climate | | Water and | | | | | | Biodiversity | | | | proportion | | proportion | | Category | | Category | | | | | | Absolute | | Proportion | change | change | marine | | Circular | | | | and | | change | | change | | marine | | Circular | | | | and | | Minimum | | of turnover, | | of turnover, | | (enabling | | (transitional | | | | | | turnover | (3) | of turnover | (4) mitigation | (5) adaptation | (6) resources | (7) | economy | (8) | Pollution | (9) | ecosystems | (10) | mitigation | (11) | adaptation | (12) | resources | (13) | economy | (14) | Pollution | (15) | ecosystems | (16) | safeguards | (17) | year N | (18) | year N-1 | (19) | activity) | (20) | activity) | (21) | | Economic activities | (1) | Code(s) | (2) €’m | | % | % | % | % | | % | | % | | % | | Y/N | | Y/N | | Y/N | | Y/N | | Y/N | | Y/N | | Y/N | | Percent | | Percent | | E | | T | | A. TAXONOMY-ELIGIBLE ACTIVITIES A.1. Environmentally sustainable activities (Taxonomy-aligned) Activity 1 - 0% 0% 0% n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a - n/a n/a n/a Turnover of environmentally - 0% 0% 0% n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a - n/a n/a n/a sustainable activities (Taxonomy-aligned) (A.1) A.2 Taxonomy-Eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) Activity 1 - 0% Turnover of Taxonomy-eligible but - 0% - n/a n/a n/a not environmentally sustainable activities (not Taxonomy-aligned activities) (A.2) Total (A.1 + A.2) - 0% - n/a n/a n/a B. TAXONOMY-NON-ELIGIBLE ACTIVITIES Turnover of Taxonomy-non-eligible 5,642.4 100% activities (B) Total (A + B) 5,642.4 100% GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS   STRATEGIC FINANCIAL OTHER REPORT STATEMENTS INFORMATION ## Statutory information and Forward-looking statement continued Proportion of Capex from products or services associated with Taxonomy-aligned economic activities – disclosure covering year 2022. Substantial contribution criteria DNSH criteria (‘Does Not Significantly Harm’) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Taxonomy- | | Taxonomy- | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | aligned | | aligned | | | | | | | | | | | | | | Climate | Climate | Water and | | | | | | Biodiversity | | Climate | | Climate | | Water and | | | | | | Biodiversity | | | proportion | | proportion | | Category | | Category | | | | | | Absolute | | Proportion | | change | change | marine | | Circular | | | | and | | change | | change | | marine | | Circular | | | | and | Minimum | | of CapEx, | | of CapEx, | | (enabling | | (transitional | | | | | | CapEx | (3) | of CapEx | (4) | mitigation | (5) adaptation | (6) resources | (7) | economy | (8) | Pollution | (9) | ecosystems | (10) | mitigation | (11) | adaptation | (12) | resources | (13) | economy | (14) | Pollution | (15) | ecosystems | (16) safeguards | (17) | year N | (18) | year N-1 | (19) | activity) | (20) | activity) | (21) | | Economic activities | (1) | Code(s) | (2) €’m | | % | | % | % | % | | % | | % | | % | | Y/N | | Y/N | | Y/N | | Y/N | | Y/N | | Y/N | Y/N | | Percent | | Percent | | E | | T | | A. TAXONOMY-ELIGIBLE ACTIVITIES A.1. Environmentally sustainable activities (Taxonomy-aligned) Activity 1 - 0% 0% 0% n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a - n/a n/a n/a Capex of environmentally - 0% 0% 0% n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a - n/a n/a n/a sustainable activities (Taxonomy-aligned) (A.1) A.2 Taxonomy-Eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) Transport by motorbikes, passenger 6.5 0.5 0.4% cars and light commercial vehicles Freight transport services by road 6.6 1.4 1.1% Renovation of existing buildings 7.2 4.4 3.4% Acquisition and ownership of 7.7 2.5 1.9% buildings Capex of Taxonomy-eligible but 8.8 6.8% - n/a n/a n/a not environmentally sustainable activities (not Taxonomy-aligned activities) (A.2) Total (A.1 + A.2) - n/a n/a n/a B. TAXONOMY-NON-ELIGIBLE ACTIVITIES Capex of Taxonomy-non-eligible 120.6 93.2% activities (B) Total (A + B) 129.4 100%  GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS  GOVERNANCE Proportion of Capex from products or services associated with Taxonomy-aligned economic activities – disclosure covering year 2022. Substantial contribution criteria DNSH criteria (‘Does Not Significantly Harm’) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Taxonomy- | | Taxonomy- | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | aligned | | aligned | | | | | | | | | | | | | | Climate | Climate | Water and | | | | | | Biodiversity | | Climate | | Climate | | Water and | | | | | | Biodiversity | | | | proportion | | proportion | | Category | | Category | | | | | | Absolute | | Proportion | | change | change | marine | | Circular | | | | and | | change | | change | | marine | | Circular | | | | and | | Minimum | | of CapEx, | | of CapEx, | | (enabling | | (transitional | | | | | | CapEx | (3) | of CapEx | (4) | mitigation | (5) adaptation | (6) resources | (7) | economy | (8) | Pollution | (9) | ecosystems | (10) | mitigation | (11) | adaptation | (12) | resources | (13) | economy | (14) | Pollution | (15) | ecosystems | (16) | safeguards | (17) | year N | (18) | year N-1 | (19) | activity) | (20) | activity) | (21) | | Economic activities | (1) | Code(s) | (2) €’m | | % | | % | % | % | | % | | % | | % | | Y/N | | Y/N | | Y/N | | Y/N | | Y/N | | Y/N | | Y/N | | Percent | | Percent | | E | | T | | A. TAXONOMY-ELIGIBLE ACTIVITIES A.1. Environmentally sustainable activities (Taxonomy-aligned) Activity 1 - 0% 0% 0% n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a - n/a n/a n/a Capex of environmentally - 0% 0% 0% n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a - n/a n/a n/a sustainable activities (Taxonomy-aligned) (A.1) A.2 Taxonomy-Eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) Transport by motorbikes, passenger 6.5 0.5 0.4% cars and light commercial vehicles Freight transport services by road 6.6 1.4 1.1% Renovation of existing buildings 7.2 4.4 3.4% Acquisition and ownership of 7.7 2.5 1.9% buildings Capex of Taxonomy-eligible but 8.8 6.8% - n/a n/a n/a not environmentally sustainable activities (not Taxonomy-aligned activities) (A.2) Total (A.1 + A.2) - n/a n/a n/a B. TAXONOMY-NON-ELIGIBLE ACTIVITIES Capex of Taxonomy-non-eligible 120.6 93.2% activities (B) Total (A + B) 129.4 100% GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS   STRATEGIC FINANCIAL OTHER REPORT STATEMENTS INFORMATION ## Statutory information and Forward-looking statement continued Proportion of Opex from products or services associated with Taxonomy-aligned economic activities – disclosure covering year 2022 Substantial contribution criteria DNSH criteria (‘Does Not Significantly Harm’) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Taxonomy– | | Taxonomy- | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | aligned | | aligned | | | | | | | | | | | | | | Climate | Climate | Water and | | | | | | Biodiversity | | Climate | | Climate | | Water and | | | | | | Biodiversity | | | proportion | | proportion | | Category | | Category | | | | | | Absolute | | Proportion | | change | change | marine | | Circular | | | | and | | change | | change | | marine | | Circular | | | | and | Minimum | | of Opex, | | of Opex, | | (enabling | | (transitional | | | | | | Opex | (3) | of Opex | (4) | mitigation | (5) adaptation | (6) resources | (7) | economy | (8) | Pollution | (9) | ecosystems | (10) | mitigation | (11) | adaptation | (12) | resources | (13) | economy | (14) | Pollution | (15) | ecosystems | (16) safeguards | (17) | year N | (18) | year N-1 | (19) | activity) | (20) | activity) | (21) | | Economic activities | (1) | Code(s) | (2) €’m | | % | | % | % | % | | % | | % | | % | | Y/N | | Y/N | | Y/N | | Y/N | | Y/N | | Y/N | Y/N | | Percent | | Percent | | E | | T | | A. TAXONOMY-ELIGIBLE ACTIVITIES A.1. Environmentally sustainable activities (Taxonomy-aligned) Activity 1 - 0% 0% 0% n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a - n/a n/a n/a Opex of environmentally - 0% 0% 0% n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a - n/a n/a n/a sustainable activities (Taxonomy-aligned) (A.1) A.2 Taxonomy-Eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) Activity 1 - 0% Opex of Taxonomy-eligible but not - 0% - n/a n/a n/a environmentally sustainable activities (not Taxonomy-aligned activities) (A.2) Total (A.1 + A.2) - 0% - n/a n/a n/a B. TAXONOMY-NON-ELIGIBLE ACTIVITIES Opex of Taxonomy-non-eligible 53.8 100% activities (B) Total (A + B) 53.8 100%  GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS  GOVERNANCE Proportion of Opex from products or services associated with Taxonomy-aligned economic activities – disclosure covering year 2022 Substantial contribution criteria DNSH criteria (‘Does Not Significantly Harm’) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Taxonomy– | | Taxonomy- | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | aligned | | aligned | | | | | | | | | | | | | | Climate | Climate | Water and | | | | | | Biodiversity | | Climate | | Climate | | Water and | | | | | | Biodiversity | | | | proportion | | proportion | | Category | | Category | | | | | | Absolute | | Proportion | | change | change | marine | | Circular | | | | and | | change | | change | | marine | | Circular | | | | and | | Minimum | | of Opex, | | of Opex, | | (enabling | | (transitional | | | | | | Opex | (3) | of Opex | (4) | mitigation | (5) adaptation | (6) resources | (7) | economy | (8) | Pollution | (9) | ecosystems | (10) | mitigation | (11) | adaptation | (12) | resources | (13) | economy | (14) | Pollution | (15) | ecosystems | (16) | safeguards | (17) | year N | (18) | year N-1 | (19) | activity) | (20) | activity) | (21) | | Economic activities | (1) | Code(s) | (2) €’m | | % | | % | % | % | | % | | % | | % | | Y/N | | Y/N | | Y/N | | Y/N | | Y/N | | Y/N | | Y/N | | Percent | | Percent | | E | | T | | A. TAXONOMY-ELIGIBLE ACTIVITIES A.1. Environmentally sustainable activities (Taxonomy-aligned) Activity 1 - 0% 0% 0% n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a - n/a n/a n/a Opex of environmentally - 0% 0% 0% n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a - n/a n/a n/a sustainable activities (Taxonomy-aligned) (A.1) A.2 Taxonomy-Eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) Activity 1 - 0% Opex of Taxonomy-eligible but not - 0% - n/a n/a n/a environmentally sustainable activities (not Taxonomy-aligned activities) (A.2) Total (A.1 + A.2) - 0% - n/a n/a n/a B. TAXONOMY-NON-ELIGIBLE ACTIVITIES Opex of Taxonomy-non-eligible 53.8 100% activities (B) Total (A + B) 53.8 100% GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS   STRATEGIC FINANCIAL OTHER REPORT STATEMENTS INFORMATION ## Statutory information and Forward-looking statement continued ### Location of Taskforce for Climate-related Financial Disclosures (TCFD) aligned disclosures within the ### AnnualReport Governance: Disclose the Company’s governance around climate-related risks and opportunities See page(s) a) Describe the Board’s oversight of climate-related risks and opportunities ESG Committee Report 110-113 Audit Committee Report 103-109 Corporate Governance Report 80-81, 101-102 Group Chairman’s Statement 7 Within TCFD report 62 b) Describe management’s role in identifying, assessing and managing Group Managing 9 climate-related risks and opportunities Director’s Review Risk management 67-70 Within TCFD report 62 Strategy: Disclose the actual and potential impacts of climate-related risks and opportunities on See page(s) the Company’s business, strategy and financial planning where material a) Describe the climate-related risks and opportunities that the organisation Identifying our material impacts 55 has identified over the short, medium and long term Principal risks and uncertainties 72-73 Within TCFD report 64 b) Describe the impact of climate-related risk and opportunities on the Within TCFD report 62-65 Company’s business, strategy and financial planning c) Describe the resilience of the organisation’s strategy considering different Within TCFD report 63, 65 climate-related scenarios, including a two-degree or lower scenario Risk management: Disclose how the Company identifies, assesses and manages climate-related risks See page(s) and opportunities a) Describe the Company’s process for identifying and assessing climate-related Risk management 67-70 | risks and opportunities | Within TCFD report 63 | | --- | --- | | b) Describe the Company’s process for managing climate-related risks | Risk management 67-70 | | and opportunities | Principal risks and uncertainties 72-73 | Within TCFD report 63 c) Describe how these processes are integrated into the overall Risk management 69-70 risk management programme Principal risks and uncertainties 72-73 Within TCFD report 63 Metrics and targets: Disclose the metrics and targets used to assess and manage climate-related risks See page(s) and opportunities a) Disclose the metrics used by the organisation to assess climate-related risks Environment section 56-59 and opportunities in line with its strategy and risk management process Within TCFD report 65 b) Disclose Scope 1, Scope 2, and, if appropriate, Scope 3 greenhouse gas (GHG) Environment section 56-57 emissions, and the related risks c) Describe the targets used by the organisation to manage climate-related risks Environment section 56-59 and opportunities and performance against targets Within TCFD Report 65  GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS  STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION ## Directors' Responsibility Statement The Directors are responsible for preparing the Annual Report and the Group and Company Financial Statements in accordance with applicable law and regulations. Irish 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 and Article 4 of the IAS Regulation and elected to prepare the Company Financial Statements in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101) as applied in accordance with the provisions of the Companies Act 2014. Under Irish law the 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, as at the end of the financial year and of the profit or loss of the Group for the financial year and otherwise comply with the Companies Act 2014. In preparing these Group and Company Financial Statements the Directors are required to: - select suitable accounting policies and then apply them consistently; - make judgements and estimates that are reasonable and prudent; - state that the Financial Statements comply with IFRS as adopted by the European Union and ensure the Financial Statements contain the information required by the Companies Act 2014 and as regards the Company Financial Statements in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101) as applied in accordance with the provisions of the Companies Act 2014; and - prepare the Financial Statements on a going concern basis, unless it is inappropriate to presume that the Group and the Company will continue in business. The Directors are also required by the Transparency Directive (Directive 2004/109/EC) Regulations 2007, the Central Bank (Investment Market Conduct) Rules 2019, the Companies Act 2014, the Listing Rules issued by Euronext Dublin and the Disclosure and Transparency Rules of the UK Financial Conduct Authority to prepare a Directors' Report and reports relating to Directors' remuneration and corporate governance and the Directors are required to include a management report containing, amongst other things, a fair review of the development and performance of the Group's business and of its position and a description of the principal risks and uncertainties facing the Group. The Directors are responsible for keeping adequate accounting records that are sufficient to: - correctly record and explain the transactions of the Company; - enable, at any time, the assets, liabilities, financial position and profit or loss of the Company to be determined with reasonable accuracy; - enable the Directors to ensure that the Group and Company Financial Statements and the Directors' Report comply with the Companies Act 2014, and as regards the Group Financial Statements Article 4 of the IAS Regulation; and - enable the Group and Company Financial Statements to be audited. The Directors are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The Directors are responsible for the maintenance and integrity of certain corporate and financial information included on the Group's website (www.globbs.com). Legislation in Ireland concerning the preparation and dissemination of Financial Statements may differ from legislation in other jurisdictions. Each of the Directors, whose names and functions are listed on pages 83-87 (current Directors) confirms that he/she considers that the Annual Report and Financial Statements, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the position, performance, business model and strategy of the Company and the undertakings included in the consolidation taken as a whole. Each of the Current Directors also confirms that to the best of each person's knowledge and belief: - the Group Financial Statements prepared in accordance with IFRS as adopted by the European Union and the Company Financial Statements prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101) and as applied in accordance with the provision of the Companies Act 2014 give a true and fair view of the assets, liabilities and financial position and profit or loss of the Company and the undertakings included in the consolidation taken as a whole; and - the Directors' Report contained in the Annual Report includes a fair review of the development and performance of the business and the position of the Company and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face. ### Directors' Report The Directors' Report for the purpose of the Transparency Directive (Directive 2004/109/EC) Regulations 2007, the Central Bank (Investment Market Conduct) Rules 2019, the Companies Act 2014, the Listing Rules issued by Euronext Dublin and the Disclosure and Transparency Rules of the UK Financial Conduct Authority consists of pages 1-157. On behalf of the Board Dennard Gaynor Directors 28 February, 2023 Siobhán Talbot Mark Garvey © 2023, 2023, 2023, 2023, 2023, 2023, 2023, 2023, 2023, 2023, 2023, 2023, 2023, 2023, 2023, 2023, 2023, 2023 157  GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS  FINANCIAL STATEMENTS ## Financial ## Statements Independent auditor’s report 160 Group income statement 170 Group statement of comprehensive income 171 Group balance sheet 172 Group statement of changes in equity 173 Group statement of cash flows 174 Notes to the financial statements 175 Company Balance Sheet 238 Company Statement of Changes in Equity 239 Notes to the Company Financial Statements 240 GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS   OTHER STRATEGIC INFORMATION REPORT GOVERNANCE ## Independent auditor’s report to the members of Glanbia plc ### Report on the audit of the European Single Electronic Format financial statements ### Opinion on the financial statements of Glanbia plc (the ‘Company’) In our opinion the Group and Company financial statements: • give a true and fair view of the assets, liabilities and financial position of the Group and Company as at 31 December 2022 and of the profit of the Group for the financial period then ended; and • have been properly prepared in accordance with the relevant financial reporting framework and, in particular, with the requirements of the Companies Act 2014 and, as regards the Group financial statements, Article 4 of the IAS Regulation. The financial statements we have audited comprise: The Group financial statements: • the Group income statement; • the Group statement of comprehensive income; • the Group balance sheet; • the Group statement of changes in equity; • the Group statement of cash flows; and • the related notes 1 to 37, including a summary of significant accounting policies as set out in note 2. The Company financial statements: • the Company balance sheet; • the Company statement of changes in equity; • the related notes 1 to 11, including a summary of significant accounting policies 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 International Financial Reporting Standards (IFRS) as adopted by the European Union (“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 (IAASA), as applied to public interest 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. ### Summary of our audit approach Key audit matters The key audit matters that we identified in the current period were: • Impairment of goodwill and other intangible assets; • Provisions for uncertain tax positions; • Revenue recognition; and • Exceptional items. Materiality The Group’s materiality in the current period was €12.5m which was determined on the basis of profit before tax excluding exceptional items. The materiality that we used for the Company was €6.9m which was determined based on net assets. Scoping We focused our Group audit scope primarily on the audit work in 51 components. 6 of these were subject to a full audit, whilst the remaining 45 were subject to audits of specified balances where the extent of our testing was based on our assessment of the associated risks of material misstatement, and the materiality of the component’s operations to the Group. Analytical review procedures were performed by the Group audit team on all other components within the Group. Significant changes There have been no significant changes in our audit approach in the current financial period. in our approach  GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS  FINANCIAL STATEMENTS ### 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 for the directors’ review of the budgets and forecasts for at least a period of 12 months from the date of signing of the Annual Report and Financial Statements, including reviewing their challenge of these; • We evaluated the Group and Company’s financing arrangements, including the agreements in respect of the undrawn committed bank facilities in place within the Group; • We challenged the directors’ assumptions and the basis for their evaluation and the inclusion of sensitivities incorporated in the budgets and forecasts related to macro-economic factors such as international conflicts, any potential supply-chain disruption, labour challenges and inflationary pressures on future trading; • We performed a look back analysis of the historical accuracy of forecasts prepared by management; • We considered throughout the audit any contradictory information to the directors’ confirmation that the Group and Company is a going concern, including evaluating whether the assumptions are realistic, achievable and consistent with the external and internal environment; and • We evaluated the completeness and accuracy of the disclosures made on pages 70 and 240 by reference to the understanding we have obtained of the Group’s and Company’s financial performance during 2022, our assessment of the directors’ projections and our reading of the Group’s and Company’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 and the Irish Corporate Governance Annex, 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. ### Key Audit Matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current financial period 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. GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS   STRATEGIC OTHER REPORT INFORMATION GOVERNANCE ## Independent auditor’s report to the members of Glanbia plc continued ### Impairment of goodwill and other intangible assets Key audit matter The Group’s goodwill and other intangible assets of €1,452m, which are held across 8 (2021: 10) individual Cash description Generating Units (CGUs), represent approximately 38% of the Group’s total assets at period end. As a result of the finalisation of the Group’s re-organisation of the Performance Nutrition (“GPN”) business, the Group has determined, based on the interdependency of cash inflows, that there are 4 (2021: 7) distinct CGUs in GPN, namely Americas, International, DTC (Body & Fit) and DTC (LevlUp). There has been one acquisition in 2022 within Glanbia Nutritionals (“GN”) which has increased its CGUs from 3 to 4. As a result of these changes the number of significant CGUs in the Group has decreased from 10 to 8. In carrying out their impairment review, significant judgement is required by the directors in identifying indicators of impairment, and estimation is required in determining the recoverable amount of the Group’s CGUs. There is a significant fraud risk, pinpointed to 5 CGUs, that the net present value of future cashflows within the CGUs will not be sufficient to recover the Group’s carrying value of each CGU including goodwill and other intangible assets including those with indefinite lives, leading to an impairment charge that has not been recognised in the financial statements. The recoverable amount used in the impairment assessment 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 new risks and uncertainties arising from international conflicts, and other macro-economic factors such as supply chain disruption, labour challenges, inflationary and recessionary pressures, resulting in reduced headroom and potentially impairment in the carrying value of goodwill and other intangible assets. Due to the high degree of auditor judgement and increased audit effort, including the need to involve our fair value specialists, we have identified this as a key audit matter. The key assumptions utilised by the directors in the impairment reviews are discount rates, cash flow projections and long-term growth rates. Refer also to page 108 (Audit Committee Report), page 181 (Intangible assets accounting policy), note 3 (Critical accounting estimates and judgements) and note 16 to the financial statements. How the scope of We evaluated the design and determined the implementation of relevant controls in respect of the impairment our audit responded review process and the budgeting process upon which the Group’s discounted cash flow model is based. to the key audit matter In conjunction with our valuation specialists, we evaluated the Group’s impairment review methodology applied by the directors in preparing the value in use calculations. We evaluated and challenged the judgements applied in determining the CGUs, particularly in relation to the transformation project across the GPN segment that resulted in a change to the composition of the CGUs within GPN. We performed a retrospective review of assumptions used in prior period value in use calculations and compared these to actual outturn. We understood and challenged the underlying key assumptions within the Group’s impairment model, including assessing for any indicators of management bias, by developing an independent view of the discount rates and long-term growth rates where, in conjunction with our valuation specialists, we benchmarked the rates used by the directors against market data and comparable organisations. We obtained and challenged cash flow projections by comparing them to historic growth rates and the Group’s strategic plans. We challenged and assessed for any indicators of management bias in the Group’s forecasts with reference to recent performance and macro-economic factors such as international conflicts, supply chain disruption, labour challenges, inflationary and recessionary pressures and trend analysis including comparing recent historic CGU performance to budgets. We evaluated the directors’ sensitivity analysis and performed our own sensitivity analysis on the key assumptions used. Where we noted any significant reduction in headroom for a CGU since the prior period, we gained an understanding of the reasons giving rise to the reduction and performed additional procedures to substantiate these reasons. We held discussions with the business unit controllers to understand the changes being implemented at the site level to achieve the targets set in the strategic plans. We evaluated the completeness and accuracy of the disclosures in relation to goodwill and other intangible assets for compliance with the relevant financial reporting framework.  GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS  FINANCIAL STATEMENTS Key observations While we note that specific actions are required by the Group to achieve the forecasts outlined in the Group’s strategic plans, particularly in light of increasing inflationary pressures, over the short and medium term, we concurred with management’s conclusions from their annual impairment review, that there was no impairment of goodwill or indefinite life intangible assets. ### Provisions for uncertain tax positions Key audit matter The Group operates across numerous multinational jurisdictions, the most significant of which are Ireland and description the US, and are subject to periodic challenge by local tax authorities on a range of tax matters during the normal course of business including transfer pricing, Group financing arrangements and transaction-related tax matters. The directors apply significant judgement in assessing current and deferred tax risks and exposures in relation to the interpretation of local and international tax laws, rates and treaties relating to worldwide provisions for uncertain tax positions. As a result, there is a significant risk that tax authorities could have different interpretations to those of the directors, and that the directors’ judgements are reflective of management bias, resulting in potential misstatement of tax provisions. Due to the high degree of auditor judgement and increased audit effort, including the need to involve our tax specialists, we have identified this as a key audit matter. Refer also to page 108 (Audit Committee Report), Page 179 (Income taxes accounting policy), note 3 (Critical accounting estimates and judgements) and notes 11 and 26 to the financial statements. How the scope of To obtain evidence over the appropriateness of the directors’ assumptions in determining provisions for our audit responded uncertain tax positions, we obtained an understanding of the Group’s tax strategy, tax operating models and to the key audit correspondence with various tax authorities during the financial period. matter We evaluated the design and determined the implementation of the relevant controls in respect of the tax computation process and tax risk management process. We also reviewed the directors’ assessment of related tax risks and exposures across the Group for the identification of uncertain tax positions. We engaged our Irish and International tax specialists as part of our audit team, including US tax specialists, to analyse and challenge the appropriateness of the assumptions made by the directors in determining the current and deferred tax provisions and any movements in those provisions on an annual basis. We challenged and evaluated directors’ assumptions and estimates, including any indicators of management bias within these, including external advice obtained, in respect of tax risks and related provisions. We focused particularly on the directors’ judgements made in relation to transfer pricing models, interpretations of relevant tax laws, new and amended Group financing arrangements and the directors’ assessment of likely outcomes for uncertain tax positions in key jurisdictions where the Group has significant trading operations. We inspected relevant correspondence between the Group and various tax authorities. We evaluated the completeness and accuracy of current and deferred tax disclosures for compliance with the relevant financial reporting framework. Key observations We note that there is inherent uncertainty and unpredictability in relation to the above tax matters, however, based on the audit work performed as outlined above, we have concluded the Directors’ judgement and measurement of uncertain tax positions to be within an acceptable range of estimates. GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS   STRATEGIC OTHER REPORT INFORMATION GOVERNANCE ## Independent auditor’s report to the members of Glanbia plc continued ### Revenue recognition Key audit matter The Group sells products to customers under a variety of contractual terms. The Group’s revenue arrangements description are predominantly straightforward and require little judgement to be exercised. However, in the Performance Nutrition (GPN) segment, discounts, rebates and other promotional arrangements are a feature and revenue must be recognised net of these selling arrangements. At the period end, management estimates the level of discounts, rebates and other promotional arrangements to be applied to its sales contracts. Judgement is required to determine the level of accruals required to settle these arrangements with customers post period-end, which impacts the amount of revenue recognised in the period. We have therefore pinpointed the significant presumed risk of fraud, including management bias, in revenue recognition to period-end accrued rebates relating to selling arrangements, and the corresponding debit adjustment to revenue as a risk exists that revenue could be misstated either intentionally to achieve performance targets, or as a result of error. Due to the judgements made by management in respect of discounts, rebates and other promotional arrangements, this required extensive audit effort, therefore we have considered this as a key audit matter. Refer also to page 108 (Audit Committee Report), and page 177 (Revenue recognition accounting policy). How the scope We obtained an understanding of the various revenue contracts and selling arrangements in place with customers of our audit across all segments of the Group, and of the relevant internal controls and IT systems in place over the revenue responded to the processes to determine if revenue was appropriately recognised to reflect the terms of contracts with customers. key audit matter We focused specifically on the GPN segment as these selling arrangements are a significant feature of the GPN business. We evaluated the design and determined the implementation of relevant controls in respect of discounts, rebates and promotional arrangements applied to revenue contracts. Operating effectiveness testing was performed, and controls were relied upon. We discussed key contractual arrangements with management and obtained relevant documentation, including documentation in respect of discounts, rebates and other promotional arrangements. On a sample basis, we recalculated period-end accruals based on underlying contracts with customers and assessed whether there was any evidence of management bias in key judgements made by management. We also performed retrospective look-back analysis over changes to prior period estimates to challenge the assumptions made, including assessing the amounts recorded for evidence of management bias. Key observations We have no observations that impact on our audit in respect of the amounts and disclosures related to revenue recognition. ### Exceptional items Key audit matter As described in note 2 (summary of significant accounting polices) and note 6 (Exceptional items) the Group, in description accordance with its stated accounting policy, classified a number of significant items of income and expense totalling a gain of €21.4m as exceptional items. These exceptional items primarily relate to impairment of non-core assets held for sale, portfolio related re-organisation costs, pension related costs, remeasurements of contingent consideration and call option, exceptional gain from disposal of Glanbia Ireland and the related tax impact of these exceptional items. Earnings before interest, tax and amortisation (EBITA) is disclosed throughout the Annual Report and Financial Statements on a pre-exceptional basis and is one of the Group’s key performance indicators. The classification of items as exceptional affects adjusted earnings per share and is inherently judgemental. As a result, there is a risk that items are not consistently classified as exceptional items in line with the Group’s accounting policy, or are not adequately disclosed. Because of the significant audit effort and judgement made by the directors in respect of the classification of exceptional items, we have identified this as a key audit matter. Refer also to page 108 (Audit Committee Report), and page 177 (Exceptional Items accounting policy).  GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS  FINANCIAL STATEMENTS How the scope of We obtained an understanding of the process the directors undertook to identify and present exceptional items our audit responded within the Annual Report and Financial Statements. For each of these exceptional items, we audited the to the key audit underlying transactions giving rise to the charge or credit recognised. matter We challenged the nature and classification of transactions as exceptional items in accordance with the Group’s accounting policy, whilst also challenging whether the accounting policy for exceptional items is appropriate and has been applied consistently with previous periods. We evaluated the completeness and accuracy of the presentation and disclosures of exceptional items in the Group’s financial statements against requirements under the relevant financial reporting framework. Key observations We have no observations that impact on our audit in respect of the amounts and disclosures related to exceptional items. 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. ### 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 Company financial statements Materiality €12.5m (2021: €11.5m) €6.9m (2021: €4.6m) Basis for determining materiality 5% of profit before tax (“PBT”) 1% of net assets excluding exceptional items Rationale for the benchmark applied We have considered PBT excluding As a non-trading company, the Company exceptional items to be the critical does not generate significant revenues but component for determining materiality instead incurs costs, thus net assets are of because it is the most important measure most relevance to the users of the Company for the users of the Group’s financial financial statements. statements and the impact of exceptionals is excluded to avoid distortion of the critical component on an annual basis. PBT excluding exceptional items Group materiality Group PBT excluding Component performance materiality range exceptional items .m to .m .m Audit Committee reporting threshold .m 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 Company financial statements Performance materiality €10.0m – 80% of Group materiality €5.5m – 80% of Company materiality. Basis and rationale for determining In determining performance materiality, we considered the following factors: performance materiality a. Our cumulative knowledge of the Group and Company’s control environment and the quality of the control environment and our ability to rely on controls; and b. the nature, volume and size of misstatements (corrected and/or uncorrected) in the previous audit. We agreed with the Audit Committee that we would report to the Committee all audit differences in excess of €0.63m (2021: €0.575m), as well as differences below that threshold that, in our view, warranted reporting on qualitative grounds. We also report to the Audit Committee on disclosure matters that we identified when assessing the overall presentation of the financial statements. GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS   STRATEGIC OTHER REPORT INFORMATION GOVERNANCE ## Independent auditor’s report to the members of Glanbia plc continued ### 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 disposals and acquisitions that occurred during the financial period, Group-wide internal financial controls, and assessing the risks of material misstatement at the Group level. Based on that assessment, we focused our Group audit scope primarily on the audit work in 51 components. 6 of these were subject to a full audit, whilst the remaining 45 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’s operations to the Group. Analytical review procedures were performed by the Group audit team on all other components within the Group. The above components were selected based on the level of coverage achieved on revenue and net assets, the qualitative and risk considerations of these components 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 €2.5m to €8.0m. 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 or specified audit procedures. ### Revenue % tested Net Assets % tested Full audit % Full audit % Specified audit balances % Specified audit balances % Analytic procedures % Analytic procedures % The Group audit team, adopting a hybrid approach, held planning discussions in person and/or virtually with all significant components during the period and visited a number of locations in the US and Ireland as part of our audit planning. In addition to our 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, for significant risks and judgemental areas, reviewed their audit working papers. ### The impact of climate change on our audit In planning our audit, we considered the potential impacts of climate change on the Group and Company’s business and its financial statements. The Group has set out in the Strategic Report on pages 56 to 59 its commitment to achieving reductions in Scope 1 and Scope 2 greenhouse gas emissions (GHGs) and also reductions in Scope 3 GHGs by 2030 as well as its commitment to a number of other shorter-term targets. As a part of our audit, we have incorporated climate change into our risk assessment, including enquiries of management, to understand how the impact of these commitments made by the Group in respect of climate change may impact the financial statements and our audit. There was no impact of this work on our key audit matters. We have read the disclosures of climate related information in the Annual Report and Financial Statements and considered whether it is materially consistent with the financial statements and our audit knowledge. ### 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.  GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS  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 Directors’ Responsibilities Statement, 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 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 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. ### 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’s remuneration policies, key drivers for directors’ remuneration, bonus levels and performance targets; • results of our enquiries of management, internal audit, legal counsel, Company Secretary and the Audit Committee about their own identification and assessment of the risks of irregularities; • any matters we identified having obtained and reviewed the Group’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 including significant 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 the areas of ‘Impairment of goodwill and other intangible assets’, ‘Provisions for uncertain tax positions’ and ‘Revenue recognition’. 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 frameworks 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 Irish Companies Act, UK Corporate Governance Code, Irish Corporate Governance Annex, Irish and UK Listing Rules, pensions legislation, and tax legislation in Ireland and the United States. 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 food safety and environmental regulations that the Group operates under. GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS   STRATEGIC OTHER REPORT INFORMATION GOVERNANCE # Independent auditor's report to the members of Glanbia plc continued ## Audit response to risks identified As a result of performing the above, we identified 'impairment of goodwill and other intangible assets', 'Provisions for uncertain tax positions' and 'Revenue recognition' as key audit matters related to the potential risk of fraud. The key audit matters section of our report explains these matters in more detail and also describes the specific procedures we performed in response to those key audit matters. In addition to the above, 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 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, reviewing internal audit reports and reviewing correspondence with relevant tax authorities; and - 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 significant component audit teams, and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit. ## 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 balance sheet is in agreement with the accounting records. - In our opinion the information given in those parts of the directors' report as specified for our review is consistent with the financial statements and the directors' report has been prepared in accordance with the Companies Act 2014. ### Corporate Governance Statement required by the Companies Act 2014 We report, in relation to information given in the Corporate Governance Statement on pages 80 to 102 that: - In our opinion, based on the work undertaken during the course of the audit, the information given in the Corporate Governance Statement pursuant to subsections 2(c) and (d) of section 1373 of the Companies Act 2014 is consistent with the Company's statutory financial statements in respect of the financial period concerned and such information has been prepared in accordance with the Companies Act 2014. Based on our knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified any material misstatements in this information. - In our opinion, based on the work undertaken during the course of the audit, the Corporate Governance Statement contains the information required by Regulation 6(2) of the European Union [Disclosure of Non-Financial and Diversity Information by certain large undertakings and Groups] Regulations 2017 [as amended]; and - In our opinion, based on the work undertaken during the course of the audit, the information required pursuant to section 1373(2) (a)(b)(e) and (f) of the Companies Act 2014 is contained in the Corporate Governance Statement. ## Corporate Governance Statement The Listing Rules and Bills (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 and Irish Corporate Governance Annex 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 to the appropriateness of adopting the going concern basis of accounting and any material uncertainties identified set out on page 70 and page 240; - 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 pages 70 to 71; - the directors' statement on fair, balanced and understandable set out on page 101; - 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 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 pages 72 to 77; - the section of the annual report that describes the review of effectiveness of risk management and internal control systems set out on pages 68 to 71; and - the section describing the work of the audit committee set out on pages 103 to 109. 168 | GLANBIA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS 2012 STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION # Matters on which we are required to report by exception Based on the knowledge and understanding of the Group and Company and its environment obtained in the course of the audit, we have not identified material misstatements in those parts of the directors' report as specified for our review. The Companies Act 2014 requires us to report to you if, in our opinion, the company has not provided the information required by Regulation 5(2) to 5(7) of the European Union (Disclosure of Non-Financial and Diversity Information by certain large undertakings and Groups) Regulations 2017 (as amended) for the financial period ended 31 December 2022. We have nothing to report in this regard. The Companies Act 2014 also requires us to report to you if, in our opinion, the company has not provided the information required by Section 110N in relation to its remuneration report. We have nothing to report in this regard. 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. The Listing Rules of the Euronext Dublin require us to review six specified elements of disclosures in the report to shareholders by the Board of Directors' remuneration committee. We have nothing to report in this regard. # Other matters which we are required to address We were appointed by Gloribio plc on 27 April 2016 to audit the financial statements for the financial period ended 31 December 2016 and subsequent financial periods. The period of total uninterrupted engagement including previous renewals and reappointments of the firm is seven years, covering the financial periods from 31 December 2016 to 31 December 2022. The non-audit services prohibited by IAASA's Ethical Standard were not provided and we remained independent of the Company in conducting the audit. Our audit opinion is consistent with the additional report to the audit committee we are required to provide in accordance with ISA (Ireland) 280. # 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 these 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. # Emer O'Shaughnessy For and on behalf of Deloitte Ireland LLP Chartered Accountants and Statutory Audit Firm Deloitte & Touche House, Earlsfort Terrace, Dublin 2 28 February 2023 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. ALAMEDA PLC | ANNUAL REPORT AND FINANCIAL STATEMENTS 2022 169