Annual Report 2023
C&C Group plc is a leading, vertically
integrated premium drinks company which
manufactures, markets and distributes
branded beer, cider, wine, spirits and soft
drinks across the UK and Ireland.
“Set against a challenging backdrop, we are pleased to
have delivered an improved performance against all financial
measures.While the complex Enterprise Resource Planning
(‘ERP’) system upgrade within our Matthew Clark and Bibendum
businesses has been more disruptive than originally envisaged
and will have a material and we believe non-recurring impact on
the Group’s results in FY2024, it represents a key step towards
our digital transformation process and will, in time, enhance
C&C’s unique position as the pre-eminent brand-led distributor.
C&C’s balance sheet strength together with our inherently strong
free cash flow characteristics has enabled the Group to propose
the reintroduction of an ordinary dividend for the first time since
2019.”
Patrick McMahon
Group Chief Executive Officer & Group Chief Financial Officer
C&C Group’s portfolio of owned/exclusive
brands include: Bulmers, the leading
Irish cider brand; Tennent’s, the leading
Scottish beer brand; Magners, the premium
international cider brand; exclusive
distribution of the Budweiser Brewing Group
portfolio in Ireland including Budweiser,
the fifth largest long alcoholic drink (‘LAD’)
brand; as well as a range of fast-growing,
premium and craft ciders and beers, such
as Heverlee, Menabrea, Five Lamps and
Orchard Pig.
C&C exports its Magners and Tennent’s
brands to over 40 countries worldwide.
C&C has owned brand and contract
manufacturing/packing operations in Co.
Tipperary, Ireland and Glasgow, Scotland.
C&C is the No. 1 drinks distributor to
the UK and Ireland hospitality sectors.
Operating through the Matthew Clark,
Bibendum, Tennent’s and Bulmers Ireland
brands, the Group has a market leading
range, scale and reach including an
intimate understanding of the markets it
serves. Together this provides a key route-
to-market for major international beverage
companies.
C&C Group plc is headquartered in
Dublin and is listed on the London Stock
Exchange.
View this report online
candcgroupplc.com
Contents
Business & Strategy
2 Executive Chair’s Statement
6 Vision, Purpose and Values
7 Divisional Structure
8 Our Engagement with Stakeholders
10 Group Chief Executive Officer’s Review
20 Strategic Report - Group Strategy
22 Strategic Report - Business Model
26 Strategic Report - How we create sustainable value
28 Strategic Report - Key Performance Indicators
30 Strategic Report - Management of Risks and Uncertainties
40 TCFD Disclosure
50 Group Chief Financial Officer’s Review
56 Responsibility Report
Governance
80 Directors’ Report
86 Directors and Officers
88 Corporate Governance Report
100 Audit Committee Report
105 Environmental, Social and Governance Committee Report
108 Nomination Committee Report
115 Directors’ Remuneration Committee Report
136 Statement of Directors’ Responsibilities
Financial Statements
137 Independent Auditor’s Report
147 Consolidated Income Statement
148 Consolidated Statement of Comprehensive Income
149 Consolidated Balance Sheet
150 Consolidated Cash Flow Statement
151 Consolidated Statement of Changes in Equity
152 Company Balance Sheet
153 Company Statement of Changes In Equity
154 Statement of Accounting Policies
170 Notes Forming Part of the Financial Statements
233 Financial Definitions
235 Shareholder and Other Information
Financial Highlights
Results
Net Revenue
€1,689.0m
Increase of 18.4% on a constant currency basis
Operating Profit before Exceptional Items
€84.1m
Operating Profit after Exceptional Items
€83.9m
Balance Sheet
Liquidity
€470.3m
Net Debt/Adjusted EBITDA Including Leases
1.3x
Net Debt Including Leases
€152.7m
Cash
Free cash flow conversion before Exceptional
items
64.6%
Free cash flow conversion
60.7%
Corporate Governance
Business & Strategy Financial Statements
1
Executive Chair’s Statement
strategy is focused on three distinct pillars:
brand strength; system strength; and
sustainability. During FY2023 we continued
to make significant investment to support
these priorities and to consolidate our
position as the leading brand-led drinks
distributor serving the UK and Ireland
hospitality sectors. The provenance and
unique position of our core brands in
the markets they serve ensures a strong
platform from which to develop our wider
portfolio and we are pleased with the
performance and progression of our
premium portfolio.
We also continued to invest in systems
with the implementation of a complex
Enterprise Resource Planning (‘ERP’)
system upgrade in our Matthew Clark and
Bibendum (‘MCB’) business in February
2023. The implementation is a key step in
our digital transformation and optimisation
program in GB, designed to enhance the
service we provide to our customers and in
time improve efficiency and maximise our
capacity utilisation through more automated
processes. The implementation process
has taken longer than originally envisaged,
with a consequent material impact on
service and profitability within MCB. The
Group currently expects a one-off impact
of c.€25 million associated with the ERP
system disruption in FY2024, reflecting the
cost associated with restoring service levels
and lost revenue. There is expected to be
a consequential increase in working capital
in FY2024, however net debt
(v)
/ adjusted
EBITDA
(ii)
is expected to remain within the
Group’s stated range of 1.5x to 2.0x.
We were pleased to announce the disposal
of our 49% shareholding in Admiral Taverns
in May 2022 for total consideration of £55
million, and to have reached a long-term
supply and distribution agreement with
them, including the future supply of our
brands.
“ The Group’s strategy
is focused on three
distinct pillars:
brand strength;
system strength; and
sustainability.”
In my first year as Chair, I am pleased to
report net revenue for FY2023 of €1,689.0
million which represents an increase
of 18% versus last year on a constant
currency basis
(i)
. Our operating profit before
exceptional items was €84.1 million and our
overall earnings before exceptional items,
interest, tax, share of equity accounted
investments, depreciation and amortisation
was €116.6 million
(ii)
. This excluded an
exceptional operating loss for the year of
€0.2 million. FY2023 basic EPS was 13.3
cent and adjusted diluted EPS
(iii)
was 13.4
cent.
Our core brands in Scotland and Ireland
have continued to perform strongly, with
both Tennent’s and Bulmers gaining
market share and maintaining their clear
market leading positions
(iv)
. The Group’s
Ralph Findlay
Executive Chair
2
C&C Group plc Annual Report 2023
The inherent strength of our business model
and cash generating characteristics were
evident again in FY2023 with a significant
reduction in net debt
(v)
to €152.7 million
and a leverage multiple of 1.3x, compared
with €271 million
(v)
and 3.4x at the end of
FY2022. Today we announce that, subject
to shareholder approval, the Directors have
proposed a final dividend of 3.79 cent per
share to be paid on 21 July 2023 to ordinary
shareholders registered at the close of
business on 9 June 2023. The Group
therefore looks to the future from a position
of financial strength and is equipped with
sufficient liquidity
(vi)
to execute our long-term
strategy.
People and Culture
We are a business with a manufacturing
footprint and depot network close to the
customers and consumers we serve. We
have world-class facilities and a network
that is unrivalled in terms of reach and scale
across the UK and Ireland. Integral to our
success in optimising this advantage is
identifying opportunities and responding
quickly to serve the needs of our
customers.
Undoubtedly, our people are at the very
heart of our success, and I sincerely
thank every one of my colleagues for their
dedication and support for our values of
customer service, quality and teamwork,
and in navigating the many challenges we
faced in FY2023.
We are committed to supporting our
colleagues’ physical and mental wellbeing,
with some 50 colleagues having received
mental health first aid training by the end
of FY2023, and a commitment to train an
additional 100 colleagues by the end of
FY2024, in collaboration with our training
partners JB Training to offer confidential
support and advice for colleagues who
may need it, when they need it, regardless
of location or role function. This year, we
established four Employee Resource
Groups (ERGs) focused on mental health &
wellbeing, physical health, working parents
and menopause, as well as establishing a
Diversity, Equity & Inclusion Advisory Group.
Our ERGs and Advisory Group are formed
from passionate colleague volunteers
who dedicate their time and commitment
to promoting a culture of diversity and
inclusiveness across our business, many
of whom have personal interest and
experience in these areas, which helps
guide our business and informs decision-
making.
We are members of, and actively
collaborate with, the Portman Group and
Drinkaware to raise awareness of alcohol
harm and to promote the responsible
consumption of alcohol both with our
customers and colleagues. We utilise both
charities’ training resources to educate our
colleagues through online and virtual group
training sessions, which we have made
mandatory for all marketing and commercial
roles, as well as opening e-learning for all
colleague participation.
We are proud to work with the communities
which we serve and in summer 2022,
we announced a three-year partnership
with The Big Issue Group to change
lives through enterprise. The partnership
extends beyond fundraising to volunteering,
mentoring, and offering employment
opportunities to Big Issue Vendors who are
ready to return to the workplace, through
Big Issue Recruit. We have committed to
placing 15 Vendors back in employment
across the Group each year, with our first
placements joining in May 2023.
The Board recognises the need to take
regular temperature checks of employee
engagement to continue to develop our
people, culture and values. The Group
undertakes two employee engagement
surveys each year with the support of
engagement specialists, Workday Peakon.
The results and feedback are reviewed by
managers and by the Board to respond
to areas which require focus in order to
improve our colleagues’ experience at work
and to ensure we channel investment into
the most appropriate areas to improve our
culture. In FY2023, engagement survey
participation rates reached industry-leading
levels and we made significant, positive
improvement on our engagement score.
Undoubtedly, our
people are at the
very heart of our
success, and I
sincerely thank every
one of my colleagues
for their dedication
and support for our
values of customer
service, quality and
teamwork, and in
navigating the many
challenges we faced
in FY2023.
Corporate Governance
Business & Strategy Financial Statements
3
Executive Chair’s Statement
(continued)
Governance agenda. In January 2023,
following a rigorous review and assessment
process, C&C’s efforts to reduce its carbon
footprint and commitment to target setting
and emissions reporting was validated by
the Science Based Targets initiative (SBTi).
C&C has also received an A- rating on
Supplier Engagement from CDP, the global
environmental disclosure system reporting
standard, recognising our strengths in
Supplier Engagement and approach to
tackling Scope 3 emissions.
Capital Allocation
Capital investment during FY2023
continued to be focused on our brands,
our system and sustainability. We finished
FY2023 in a strong position, with net debt
(v)
/ adjusted EBITDA
(ii)
at 1.3x, well below
our previously communicated medium-
term target of less than two times net
debt
(v)
/ adjusted EBITDA
(ii)
. We also exited
the covenant waivers that we had been
operating within, following COVID-19, and
now have significant headroom in our
traditional lending group covenants. We
successfully completed a refinancing with
a five-year committed sustainability-linked
financing facility comprising a €250 million
multi-currency revolving loan facility and a
€100 million non-amortising Euro term loan,
both with a maturity of FY2028. The facility
offers optionality of two 1-year extensions to
the maturity date callable within 12-months
and 24-months of initial drawdown
respectively.
We recognise the importance of dividends
to our Shareholders, and subject to
shareholder approval, the Directors have
proposed a final dividend of 3.79 cent per
share to be paid on 21 July 2023 to ordinary
shareholders registered at the close of
business on 9 June 2023. No interim
dividend was paid with respect to FY2023;
therefore, the Group’s full year dividend will
amount to 3.79 cent per share.
Future capital allocation will be focused on
organic or acquisitive growth opportunities
to enhance our brands and system,
while ensuring we meet our sustainability
commitments.
Governance
FY2023 saw further evolution of the Board.
I joined the Board on 1 March 2022 and
succeeded Stewart Gilliland as Non-
Executive Chair of your Company following
the AGM in July 2022. Stewart was an
outstanding Non-Executive Chair and on
behalf of the Board and the entire Group, I
thank Stewart for his contribution over his
10-year tenure. Under Stewart’s leadership,
the Board developed significantly,
successfully integrating and optimising the
Matthew Clark and Bibendum businesses,
diversifying Board membership and leading
the Group’s response to the challenges of
COVID-19.
Post year end, on 19 May 2023, the Group
announced David Forde, had stepped
down as Chief Executive Officer and that
Patrick McMahon, Group Chief Financial
Officer had been appointed Group Chief
Executive Officer. I have been appointed
Executive Chair to support the management
transition as Patrick McMahon will also
retain his responsibilities as Chief Financial
Officer until a new Chief Financial Officer is
appointed.
John Gibney was appointed an
Independent Non-Executive Director on 26
October 2022, strengthening the Board’s
range of skills and experience. John brings
extensive industry experience and has a
deep understanding of the beverage and
hospitality sector in the UK and Ireland. He
also has extensive listed company board
experience in both executive and non-
executive capacities.
During the year, Emer Finnan stepped
down from her position as an Independent
Non-Executive Director, effective 8
February 2023, after an 8-year tenure in
which she made a significant contribution
to the Board including her stewardship of
the Group’s Audit Committee. Following
her appointment as Chair of the Judicial
Appointments Commission, Helen Pitcher
informed the Board that she will not seek
In addition, our Board met directly with
colleagues from across the business
during FY2023, to establish a forum for
open and honest dialogue and feedback.
This continuous process and review is
fundamental to our commitment to making
C&C a great place to work for everyone.
Social Responsibility and
Environmental Commitments
We recognise the important role that
our industry plays in wider society but
acknowledge and understand the key
role we play in social responsibility within
the local communities we serve. We take
our responsibility seriously. In terms of
strategic oversight, the Board has an ESG
(Environment, Social and Governance)
Committee that works alongside our
ESG team to develop and execute our
ESG strategy. Our ESG team includes
representation from colleagues at all levels
across the business to ensure varied and
diverse inputs and a balanced strategy. This
year’s Responsibility Report is set out on
pages 56 to 79.
As part of our commitment to the
responsible consumption of alcohol we
produce a range of no and low alcohol
variants of our leading brands which
we continue to develop and are active
members of both the Portman Group and
Drinkaware.
Protecting our environment remains an
integral part of the Group’s strategy. For
this reason, the Board decided that ESG
considerations should also be part of the
Executive remuneration policy at C&C. With
consideration to the strategic ESG targets
set out for the Group during 2023, and
with guidance from the ESG Committee,
an environmental target has been included
in the performance conditions of the 2022
Long Term Incentive Plan (‘LTIP’). More
details can be found in the Remuneration
Committee Report on pages 115 to 135.
In FY2023, the Group has continued to
progress our Environmental, Social and
4
C&C Group plc Annual Report 2023
re-election at the Group’s 2023 AGM and
will step down from her position as an
Independent Non-Executive Director at that
point.
Jim Thompson also informed the Board
that he was finding it increasingly difficult to
dedicate the necessary time required as an
Independent Non-Executive Director as he
lives in the US, and therefore would also not
be seeking re-election at the Group’s 2023
AGM. I would like to take this opportunity to
express my and the Board’s appreciation
to David, Emer, Helen and Jim for their
inimitable contributions and wish them well
in their future endeavours.
It is very important that the performance of
the Board, its Committees and individual
Directors is rigorously reviewed. This year,
an externally facilitated effectiveness review
was conducted by Independent Audit
Limited (‘IAL’) (in accordance with the UK
Corporate Governance Code 2018 (‘the
Code’)) and supported by the Company
Secretary. The expertise and independence
of IAL provides me and my colleagues
with a more complete assessment of our
strengths and areas of improvement of
the Board. The results were insightful and
I am pleased to report that key areas of
Board strength were held to be its strong
composition, shared passion, and the
open and collaborative culture within the
Board. Leveraging on our strengths, we
want to ensure that we work as effectively
as possible. There are five areas of
improvement that will form part of our action
plan for FY2024: Board oversight of and
input into strategy, succession planning, risk
and control oversight, meeting dynamics,
and understanding of culture.
Our progress against last year’s areas of
focus, as well as the outcome of this year’s
effectiveness review can be found on pages
97 and 98.
We believe we have a Board with the
requisite skills, experience and diversity to
support the management of the business
as it executes its strategy, and remain
committed to maintaining the highest
standards of governance principles and
practice, an overview of which is included
on pages 88 to 99.
Looking Forward
As we look forward, resolving the ERP
challenges and restoring customer service
levels is a key priority. We remain vigilant
on the macro-economic challenges and
inflationary environment and will continue
to manage this backdrop by taking
steps, where possible, to minimise the
impact on our customers, consumers,
and shareholders. We are a highly cash
generative business and are well-positioned
to execute our long-term strategy.
Ralph Findlay
Executive Chair
Notes
(i) FY2022 comparative adjusted for constant currency
(FY2022 translated at FY2023 F/X rates).
(ii) Adjusted EBITDA is earnings before exceptional
items, finance income, finance expense, tax,
depreciation, amortisation and share of equity
accounted investments’ profit/(loss) after tax. A
reconciliation of the Group’s operating profit to
adjusted EBITDA is set out on page 52.
(iii) Adjusted basic/diluted earnings per share (‘EPS’)
excludes exceptional items. Please also see note 9 of
the financial statements.
(iv) NI CGA OPM 28.02.23; ROI CGA OPM 28.02.23;
NielsonIQ Total off-trade including Dunnes &
Discounters 52 weeks to week ending 26.02.23 vs
52 weeks to end Feb 2020; CGA OPM 25.02.23 (GB
Beer & Cider DB); IRI UK off-trade DB to 19.02.23.
(v) Net debt, including leases comprises borrowings
(net of issue costs), lease liabilities capitalised less
cash.
(vi) Liquidity is defined as cash plus undrawn amounts
under the Group’s revolving credit facility.
Corporate Governance
Business & Strategy Financial Statements
5
Vision, Purpose and Values
We are committed to building a
company that delivers long-term value,
an organisation that has an affinity to
the markets in which it operates, with
sustainability and social responsibility at
its forefront.
With our Bulmers, Tennent’s and
Magners brands, C&C has a long and
rich history at the core of the Company,
augmented by continually evolving
our offer to meet the demand of our
consumers and customers.
Vision
To be the pre-eminent
brand-led drinks distribution
platform, serving the UK
and Ireland drinks markets,
generating stable margins,
delivering strong free cash
flow and returns for our
shareholders.
Purpose
Play a role in every drinking
occasion, delivering joy to our
customers and consumers with
remarkable brands and service.
Our Behaviours
We put
safety first
We keep it simple
and remain agile
We are customer
centric
We are fact based,
data and insight
driven
We collaborate
through trust
We learn to
improve
CompetitiveRespectfulHumbleOpen
Our CultureOur Values
To respect people and our
planet and aim to bring joy to
life, ensuring quality is at the
core of everything we do.
6
C&C Group plc Annual Report 2023
Divisional Structure
Great Britain (GB)
This segment includes the financial results from sale of the Group’s
own branded products in Scotland, with Tennent’s, Caledonia Best,
Heverlee and Magners the main brands. This division includes the
sale of the Group’s portfolio of owned cider brands across the rest
of GB, including Magners, Orchard Pig, K Cider and Blackthorn
which are distributed in partnership with Budweiser Brewing
Group. Our primary manufacturing plant is the Wellpark Brewery
in Glasgow, with major distribution and administration centres in
Glasgow, Bristol and London.
The division includes Tennent’s Direct, Scotland’s leading drinks
distributor which serves the Scottish on-trade with an unrivalled
range of drinks led by beer and cider, and includes exclusive
distribution of Moët Hennessy products, such as Moët and
Glenmorangie, and UK distribution of international brands Tsingtao
and Menabrea.
The segment includes the financial results from Matthew Clark, the
largest independent distributor to the GB on-trade drinks sector.
Matthew Clark delivers a market leading composite drinks range
across Wine, Spirits, beer, cider, and soft drinks including a number
of exclusive distribution agreements with wine producers and third-
party brands.
In addition, it includes Bibendum, the UK’s leading independent
wine specialist servicing customers across the on-trade,
independent retail (through Walker & Wodehouse) and off-trade
nationwide. Delivering a market leading range of premium wine, a
selection of exclusive globally recognised artisan and innovative
wine producers.
Ireland
C&C’s Ireland division includes the financial results from the sale
of the Group’s own branded products across the Island of Ireland,
principally Bulmers, Magners, Tennent’s, Five Lamps, Clonmel 1650,
Heverlee, Dowd’s Lane, Finches and Tipperary Water. The Group
also operates the Bulmers Ireland drinks distribution business, a
leading distributor of third-party drinks to the licensed on and off-
trades in Ireland. The Group distributes San Miguel and Budweiser
Brewing Group’s portfolio of beer brands across the Island of Ireland
on an exclusive basis. Our primary manufacturing plant is located in
Clonmel, Co. Tipperary, with major distribution and administration
centres in Dublin and Culcavy, Northern Ireland.
The Group’s Tennent’s Direct, Matthew Clark and Bibendum
distribution businesses operate a nationwide distribution network
serving the independent free trade, national accounts, independent
retail and off-trade customers.
This segment also includes the financial results from the sale and
distribution of the Group’s own branded products, principally
Magners and Tennent’s outside of the UK and Ireland. The Group
exports to over 40 countries globally, notably in continental
Europe, North America, Asia and Australia. The Group operates
mainly through local distributors in these markets and regions.
This segment also includes the sale of the Group’s cider and
beer products in the US and Canada. In April 2021, the business
divested our wholly owned US subsidiary, Vermont Hard Cider
Company and its Woodchuck suite of brands.
Corporate Governance
Business & Strategy Financial Statements
7
Our Engagement with Stakeholders
We aim to maintain open and positive dialogue with all our
stakeholders. Our stakeholders are a critical part of our operations
and are referenced throughout this report. We have set out below
details of who our key stakeholders are, and how we engage with
them. For our Section 172 Statement, please see page 91.
Area of Focus Why we engage How we engage
Employees
Our colleagues and contractors who work in our business
Health, safety, and wellbeing
Investment in learning and
development
Promotion of equality,
diversity, and inclusion
Recognition and careers
C&C strategy, culture, and
values
Sustainability
Our people sit at the heart of
our business. Without them we
would not succeed. We want
our people to thrive in a fair and
inclusive work environment, to
ensure that C&C has the most
engaged, inspired and committed
colleagues.
Employee communications - weekly and monthly online and
face to face briefings, Regular site visits and roadshows with
Senior Management, Employee engagement surveys, Employee
forums with Non-Executive Directors, Focus on Health and
Wellbeing via healthcare benefits and Employee Resource Groups.
Promote Diversity, Equity, and Inclusion (‘DE&I’) via a Group
wide Advisory Group, Remote and Hybrid working and Right to
Disconnect policies, Employee Assistance Programmes including
Whistleblowing Helpline, Annual Reviews, Learning and Talent
Development programmes, Board level ESG Committee to develop
strategy and Group wide ESG Champions to advocate sustainability.
Communities
The people who live in the local communities around
our sites and operations
Fair employment and equal
opportunities
Local causes and issues
To build trust by operating
responsibly and sustainably
and investing in people and
addressing issues that are
material to our communities.
We support local and national charities and community groups to
raise awareness and funds to help deserving causes. Building on
our existing outreach work and initiatives which have empowered
people from marginalised communities, in September 2022 the
Group announced a three-year partnership with the Big Issue
Group. This tie up is with a social enterprise that aims to change
lives through enterprise and is aligned to C&C’s charitable agenda
around tackling the complex social issues of homelessness,
addiction, poverty, and mental health. We have also introduced a
Group wide volunteering policy, allowing all colleagues time off to
volunteer, whether it be for our Big Issue Community Partnership, or
local charities, community initiatives and causes that are of personal
interest or relevant to our brands and Business Units.
Consumers
The people who drink our products
Create joyful moments as
consumers enjoy one of our
drinks with family, friends and
loved ones
Staying ahead of changing
consumer lifestyles and habits
which impact how people
want to drink
Making sure that our beverage
offer is sustainable and good
for the planet
Safe products and
environments
We strive to build lasting bonds
with consumers built on quality,
relevance, authenticity, and trust.
On occasions when consumers
choose alcohol, we want them to
“drink better, not more.”
Using award-winning consumer insights via
PROOF, our in-house
data and insight business
, we develop powerful and unique brand
positions that engage consumers.
We invest in and nurture our brands, to develop campaigns,
experiences and associations that resonate with consumers.
We utilise the appropriate experiences and channels to reach our
consumers.
Our brands are available and visible in the correct outlets and in the
correct formats to meet every drinking occasion.
We are committed to responsible advertising and marketing.
By training staff and via active engagement and education of
consumers, C&C promotes moderation to reduce the harmful use of
alcohol.
C&C’s core brands are rooted in their communities, and we adopt
the highest Ethical and Sustainable standards in sourcing our
products and services.
The Group continuously innovates by sourcing and developing new
products that meet consumer needs and preferences.
8
C&C Group plc Annual Report 2023
Area of Focus Why we engage How we engage
Suppliers
Our partners who supply products and services
Product quality and
authenticity
Workplace health and safety
Ethical and sustainable
supply chain reducing our
environmental impact and
making positive contributions
to society
Innovation in creation of new
brands
Working collaboratively to ensure
resilience and availability in
our supply chain to deliver the
best possible service and value
for money for customers and
consumers.
Identify opportunities for
profitable, sustainable growth.
Collaborate to improve ethical
and sustainable approach.
Suppliers must sign up to our Code of Conduct and Anti Modern
Slavery policies as well as provide detailed information on their
Ethical and Sustainable approach.
The Group has received validation from the Science Based Targets
initiative of our target of ensuring that suppliers and customers
making up 67% of our Scope 3 emissions, will have science-based
targets in place by 2026. The Company, by participating in the CDP
Supply Chain Screening programme, will continuously collaborate
with suppliers and customers to support them to set science-based
targets for their own emissions by 2026.
Conduct formal supplier surveys, reviews, and audits.
Focus on learning and development to build Ethical and Sustainable
procurement capability across the Group.
Investments in third party innovative and new brands.
Shareholders
and Lenders
Individuals or institutions that own shares in C&C Group plc
or provide financing
Financial performance
Strategic priorities
Corporate governance
Leadership and succession
planning
Executive remuneration policy
Shareholder returns
Environmental and social
commitments and progress
Our philosophy is to engage in
regular, open, and transparent
dialogue with our existing and
prospective shareholders and
lenders. Wevalue their thoughts
and opinions which are shared
with the Board. The Board
reviews the feedback and takes
appropriate actions where
necessary.
We engage with our existing investors through one-to-one and
group meetings, webcasts, presentations, conference calls and at
our AGM. The Group Finance and Investor Relations Director holds
responsibility for the investor relations programme, and the Group
CEO and Group CFO dedicate significant time to engaging with our
major shareholders. The Executive Chair, other Board members and
the Group General Counsel and Company Secretary also engage
with our shareholders on other matters, such as Environmental,
Social and Governance (ESG) topics. We engage with lenders
primarily through Group Finance and the Group CFO.
The Group has built ESG KPI’s into its most recent Debtor
Securitisation and Refinancing programmes.
Customers
Our customers, who are experts in the products they buy and sell,
as well as in the experience they create and deliver
Identification of opportunities
that offer profitable
sustainable growth insights
into consumer behaviour
and trends, innovation,
promotional support and
merchandising and technical
expertise
Our passion is to ensure we
nurture mutually beneficial
relationships that deliver joint
value and the best outcome for
all our consumers.
Collaborate to improve ethical
and sustainable performance.
We engage through the use of best practice sales analytics and
technology to support our retailers, ongoing dialogue and account
management support and physical and virtual sales calls.
Our award-winning market insight capability identifies product range
based on occasionality, consumer demand and market trends.
The three distinct pillars of C&C’s growth strategy; brand strength,
system strength and sustainability provide a comprehensive “one-
stop shop” for licensed premises owners.
These pillars are underpinned by our offer: dedicated and
passionate people, enhanced customer service and value.
Governments
and Regulators
Regional and national government bodies and agencies
which implement and enforce applicable laws across our industry
Positive drinking programmes
and impacts
Wider sustainability agenda
including human rights,
environmental impacts
Legal and regulatory
compliance
To communicate our views to
those who have responsibility
for implementing policy, laws,
and regulations relevant to our
businesses.
Ongoing dialogue, collaboration on responsible drinking initiatives
and promotion of moderation, strengthening industry standards and
participation in governments’ business and industry advisory groups.
Supporting the introduction of Deposit Return Schemes in Scotland
and the Republic of Ireland.
Contributing to UK Governments’ consultations including Alcohol
Duty Review (UK) and Alcohol Marketing Restrictions and Minimum
Unit Pricing Review (Scotland).
Adopting globally recognised emission reporting standards including
CDP and Science Based Targets Initiative.
Reporting on climate impacts via Taskforce on Climate-Related
Financial Disclosures (‘TCFD').
Engaging openly with UK and Ireland tax authorities.
Corporate Governance
Business & Strategy Financial Statements
9
Group Chief Executive Officer’s Review
We are pleased with C&C’s performance
in FY2023 despite the various macro
challenges the Group had to navigate,
including rising inflation, a cost-of-living
squeeze for consumers and significant
challenges for our customers as rising costs
challenged their businesses. Following a
solid H1 performance where we delivered
significant revenue and operating profit
growth, coupled with margin expansion,
we had been looking forward to the first
unrestricted on-trade Christmas trading
period for three years. Our focus was
on ensuring we delivered the highest
standard of service and stock availability
over that period to customers, however the
numerous rail (and other) strikes significantly
impacted demand in FY2023. The impact
of the strikes, combined with a general
weakening of consumer demand, due to
the cost-of-living pressures, resulted in our
performance over the key Christmas trading
period being therefore behind expectation.
“ Enhancing our Portfolio
with a focus on premium,
strengthening our market-
leading Distribution system
with a genuine commitment
to Sustainability remains
C&C’s three strategic
priorities.”
Despite these challenges, we have
continued to execute our strategy by:
strengthening our portfolio and distribution
system; premiumising our portfolio;
extending our customer offering; investing
in technology; driving efficiencies in our
network and support office functions; and,
ensuring we continue to meet our ambitious
sustainability commitments.
We are pleased with the performance of
our brands in FY2023 with Tennent’s and
Bulmers gaining share in Scotland and
the Republic of Ireland
(i)
. In Great Britain
the Magners brand continues to recover,
achieving its highest off-trade share in the
past three years
(ii)
. Premiumisation remains
a strategic focus for our business with our
Premium beer brands delivering on-trade
volume growth of 44.1% in the year, albeit
from a low base.
Our Team
Central to the success of our business
is a team of dedicated colleagues,
passionate about our brands and delivering
outstanding service to our customers. I
would like to take this opportunity to thank
every one of my colleagues sincerely for
their dedication and support in navigating
the many challenges we faced in FY2023.
Of course, the health and safety of our
colleagues is our utmost priority and one
which we will continue to invest in to ensure
we continue to provide a safe workplace
for all. We recognise that the needs of
colleagues have evolved post the COVID-19
pandemic, and changes in how we now
work have impacted many colleagues’
wellbeing. We continue to respond to
those needs, actively engaging with our
colleagues, implementing initiatives such
as flexible working policies, four employee
resource groups, as well as enhancements
to our colleague healthcare provision. In
addition, we have trained 50 colleagues,
across all our operations, in mental health
first aid.
We have established a Diversity, Equity, and
Inclusion Advisory Group recently within
C&C who are passionate about ensuring
Patrick McMahon
Group Chief Executive
Officer & Group Chief
Financial Officer
10
C&C Group plc Annual Report 2023
difference is encouraged and celebrated at
all levels and across all functions within our
company.
We are members of, and actively
collaborate with the Portman Group and
Drinkaware to raise awareness of alcohol
harm and to promote the responsible
consumption of alcohol both with our
customers and colleagues. We utilise both
charities’ training resources to educate our
colleagues through online and virtual group
training sessions.
Financial Performance
C&C’s reported net revenue for FY2023
of €1,689.0 million represents an increase
of 18% versus last year on a constant
currency basis
(iii)
. Our operating profit
before exceptional items in the year was
€84.1 million and our overall earnings
before exceptional items, interest, tax,
depreciation, amortisation charges and
equity accounted investments’ profit after
tax was €116.6 million
(iv)
. This excluded
an exceptional operating loss in the year
of €0.2 million. The FY2023 performance
represents a basic EPS of 13.3c
(v)
and
adjusted diluted EPS of 13.4c
(v)
.
The Group’s balance sheet strength and
robust cash-generating capabilities are
reflected in a significant reduction in net
debt
(xvii)
to €152.7 million as of 28 February
2023 and a net debt
(xvii)
/ adjusted EBITDA
(iv)
multiple of 1.3x, compared with €271 million
and 3.4x as of 28 February 2022. Given
the strength of our balance sheet and the
Group’s cash generation, the Directors
have proposed, subject to shareholder
approval, a final dividend of 3.79 cent per
share to be paid on 21 July 2023 to ordinary
shareholders registered at the close of
business on 9 June 2023.
The Group has successfully negotiated and
completed a refinancing of the current multi-
currency debt facility agreement. Following
the publication of these FY2023 results, the
Group enters a new five-year sustainability-
linked facility comprised of a €250 million
multi-currency revolving loan facility and a
€100 million non-amortising Euro term loan,
both with a maturity of FY2028. The facility
offers optionality of two 1-year extensions
to the maturity date callable within 12
months and 24 months of initial drawdown
respectively.
Our receivables purchase programme has
contributed €94.1 million to closing cash,
an increase of €13.5 million on a constant
currency basis
(iii)
, as a direct consequence
of increased trading. Total working capital
during FY2023 was an inflow of €1.8 million.
During the financial year, the Group
completed the sale of its joint venture
investment of Admiral Taverns to Proprium
Capital Partners for a total consideration of
€63.6 million (£55.0 million). As part of the
divestment, C&C has negotiated a long-
term branded supply agreement into the
Admiral estate.
Brand Strength
Our brands are key to the success of our
business and as such we have increased
investment in our branded portfolio, with
direct brand marketing increasing to 10%
of branded net revenue from pre-COVID-19
levels of 5.8% in FY2020. This has resulted
in increased visibility for our brands
with enhanced levels of activity, both in
advertising as well as in-outlet activation.
We have seen a strong performance by
Tennent’s, with total volumes in C&C Great
Britain (‘GB’) up 4.8% in the year, increasing
to 25.8% in the on-trade alone. Tennent’s
continued to gain share in the on-trade in
Scotland during FY2023, with its share of
Total Beer in Scotland up 1.8ppts to 29.6%
in the twelve months ending February
2023
(vi)
. Amongst Mainstream beer brands,
Tennent’s represents 2 in every 3 pints
poured in the on-trade (68.9%)
(vii)
, and
across all beer, it represents 1 in every 2
pints poured in the on-trade
(viii)
. Aided by
our focused marketing investment over the
key Christmas trading period with the TV
campaign “It’s A Wonderful Pint”, in the
off-trade, during the 12 weeks to Christmas
2022, Tennent’s volume share increased to
23.8% which is ahead of Christmas 2021
(ix)
.
The investment behind the brands also
continues to drive positive brand health
scores, with Tennent’s Lager brand index
score reaching 17.8, its highest ever in July
2022
(x)
.
Bulmers volume increased 9.1% in the year,
driven by 57.6% growth in the on-trade
following the removal of COVID-19 related
restrictions. As anticipated, the introduction
of Minimum Unit Pricing (‘MUP’), in the off-
trade, resulted in a volume decline of 10.5%.
The brand’s MAT off-trade cider volume
share has grown, year-on-year, to 56.3%,
which is up significantly on pre-COVID-19
levels (+9.1%) and up 5.8ppts on last year
(xi)
,
aided by the introduction of MUP. In the
on-trade, the latest Bulmers MAT cider
volume share at 63.9% reflects growth in
Bulmers market share of 2.4ppts ahead of
pre-COVID-19 levels and 0.9ppts ahead of
last year
(xii)
.
Magners volume in C&C GB was down
6.4% in the year. As a category, total Cider
volumes within the on and off-trades are
down 5.7% compared to pre-COVID-19
(xiii)
,
however, consumers are shifting back
towards traditional apple cider. Magners
was 6.5% of total Cider sold during the
12 weeks to end of February 2023 in GB
off-trade compared to 6.3% in FY2022
(xiv)
.
This is the highest off-trade share in three
years
(ii)
, showing the ‘always on’ activity
on the brand during the year to drive
reappraisal and penetration, allowed the
brand to grow sales during the Christmas
trading period. Additionally, Orchard Pig,
grew volumes by 78.9% in the year, albeit
from a low base.
Premiumisation remains a strategic focus
for our business and our Premium beer
brands delivered on-trade volume growth
of 44.1% in the year, albeit from a low base.
Menabrea and Heverlee, alongside our
agency and equity for growth premium
brands, Innis & Gunn, Drygate and Jubel,
have continued to grow both volumes and
penetration within our IFT account base
compared to prior year. Heverlee’s brand
awareness continues to grow and the brand
has gained 24.3% in draught HL sold in
Scotland during FY2023 vs FY2022, moving
it from 6.5% of premium lager pints poured
to 10.6%
(xv)
. Menabrea has won a number of
national listings and the brand has delivered
its first above-the-line media campaign
which reached approximately one third of
UK adults.
Corporate Governance
Business & Strategy Financial Statements
11
Distribution / System Strength
Our market leading on-trade distribution
system continues to strengthen its position
across the UK and Ireland, delivering to
24,000 outlets in FY2023, serving 21.5%
of the UK and Ireland On-Trade. This
is despite the total number of outlets
contracting across the two geographies by
approximately 4,700 outlets in the year
(xiv)
.
Distribution volumes in GB were up 6.4% in
the year, with corresponding net revenues
up 19.5%. Performance over the key
Christmas trading period was negatively
impacted by weakening consumer demand
and the various strikes in Great Britain.
Distribution margins for the full financial year
were 2.9% down from the 4.0% achieved
in H1. Due to seasonality, distribution
margins were always expected to weaken
slightly in the second half of the financial
year but the softer than expected trading
over the Christmas period, combined with
our operational leverage, reduced margins
significantly. The steady state target of 4%
margin for our GB distribution business
remains applicable, in the medium term.
During February 2023, the Group
implemented a complex Enterprise
Resource Planning (‘ERP’) system upgrade
in the Matthew Clark and Bibendum (‘MCB’)
business. The implementation of this
advanced warehousing technology is a key
step in the Group’s digital transformation
of our GB operations, which will enhance
customer service, improve efficiency and
maximise capacity utilisation through more
automated processes. The implementation
process has taken longer than originally
envisaged, with a consequent material
impact on service and profitability within
MCB. As announced on 19 May 2023, the
Group Service levels had largely returned
to normal levels by the end of March 2023,
however continuing system implementation
challenges, impacted by greater seasonal
trading volume, saw a deterioration in
service levels in April 2023. An improvement
through May 2023 is being achieved by
investing in material additional cost and
resources, ahead of a system fix being
implemented to restore service to normal
levels permanently.
The Group currently expects a one-off
impact of c.€25 million associated with the
ERP system disruption in FY2024, reflecting
the cost associated with restoring service
levels and lost revenue. There is expected
to be a consequential increase in working
capital in FY2024, however the net debt
(xvii)
/
adjusted EBITDA
(iv)
multiple is expected
to remain within the Group’s stated range
of 1.5x to 2.0x. Excluding the impact on
MCB, the Group is currently performing
in line with management expectations for
FY2024 and the Board is confident in the
Group’s medium and long-term strategy
and prospects.
The Group continues to increase the share
of business which is generated via our
online portal. We remain confident that we
can continue to transition customers from
traditional customer contact centres to
online, increasing the Group’s opportunity
to cross-sell categories, leading to bigger
orders and enhanced revenues.
Sustainability
We recognise the powerful role brands can
play in raising the profile of sustainability
amongst consumers. As one of Ireland’s
most sustainable alcohol brands,
Bulmers has used the brand’s incredible
sustainability credentials to raise awareness
regarding the role of pollinators and
wildflowers in the creation of our cider
brand. Our award winning “No Bees,
No Bulmers” and “Bulmers starts with
a Bee” advertising campaigns, together
with our Bee Hotel and Bulmers Wild
Flowering programmes, have resonated
with consumers, profiled sustainability and
helped increase the brand health scores
for Bulmers. It’s a powerful demonstration
Group Chief Executive Officer’s Review
(continued)
12
C&C Group plc Annual Report 2023
of how market leading brands, with great
sustainability credentials can impact society
positively to protect key elements of the
planet!
C&C continues to invest in sustainability
at Wellpark, our Glasgow based
manufacturing facility, where we are
pleased that our sustainability initiatives
delivered the Group’s carbon reduction
objectives for FY2023 with 1,300 tonnes of
carbon removed. We introduced a lighter
weight pint can for FY2023 reducing our
aluminium usage. We continue to focus
on efficiencies at the site to drive down
energy usage where 100% of electricity is
now generated from renewable sources.
Alongside our sustainability initiatives, we
have focused activity on maximising energy
efficiency, reducing both our site usage and
overall carbon footprint. This will ensure that
we have as competitive a manufacturing
cost base as is possible, whilst delivering on
our sustainability commitments at the site.
In Clonmel, we are in the process of
installing a heat pump. The pump will be
operational in FY2024 and will reduce
the site’s gas consumption by 40% and
reduce our CO
2
emissions by 1,800 tonnes
per annum. This investment builds on
the investments made in previous years,
including the removal of single-use plastics
in our canned products manufactured; the
installation of Ireland’s largest rooftop solar
farm at Clonmel, powering 10% of our site
electricity needs; and Wellpark being voted
the Sustainable Brewery of the Year at the
Scottish Beer Awards.
As C&C is a distributor as well as
manufacturer, we purchase significant
volumes of product for resale. We therefore
expect the highest sustainability standards
from our suppliers and ensure this through
ethical procurement practices and a
rigorous supplier selection process.
We acknowledge the positive role our
industry plays in society and our position
within it as a producer and distributor of
alcoholic beverages. We are passionate
about ensuring the safe and responsible
consumption of alcohol. In that context,
we use our marketing assets to promote
responsible consumption and are active
members of both the Portman Group and
Drinkaware.
The Group recognises the essential role
of sustainability in the decision-making for
all our stakeholders. The commitment and
delivery of our sustainability objectives are
central to our long-term strategy and the
role we play in wider society. Sustainability
is therefore at the core of our decision
making throughout the Group, with
sustainability metrics also now forming part
of our executive remuneration, to ensure
alignment between executive incentives,
responsible business and stakeholder
expectations.
Our sustainability commitments and
achievements are disclosed in more detail
on in the Responsibility Report on pages 56
to 79.
Summary and Outlook
As we look forward, resolving the ERP
challenges in Matthew Clark & Bibendum
and restoring customer service is a key
priority. Beyond that, the Group’s priority
continues to be executing its strategy
and we are pleased with the Group’s
resilient performance in FY2023 despite
the challenges presented. Liquidity
(xvi)
and
net debt
(xvii)
reduction were a key focus for
the Group throughout FY2023, and the
Group maintains a robust liquidity position
with available liquidity
(xvi)
of €470.3m at 28
February 2023 and at year end achieved
net debt
(xvii)
/adjusted EBITDA
(iv)
of 1.3x. Our
target net debt
(xvii)
/adjusted EBITDA
(iv)
level is
between 1.5x and 2.0x. This demonstrates
the inherent strength of our business model,
the resilience of our brands and the ability of
our team.
Looking forward, we remain cautious on the
macro-economic challenges and inflationary
environment, however, with the actions
we have taken to invest in our brands, our
system and our sustainability credentials,
we believe C&C is well positioned to
execute its medium and long-term strategy.
Patrick McMahon
Group Chief Executive Officer & Group
Chief Financial Officer
Notes
i. NI CGA OPA 28.02.23; ROI CGA OPM 28.02.23;
NielsonIQ Total off-trade including Dunnes &
Discounters 25 weeks to week ending 26.02.23 vs
52 weeks to end Feb 2020; CGA OPM 25.02.23 (GB
Beer & Cider DB); IRL UK off-trade DB to 19.02.23.
ii. IRI UK off-trade DB MAT 36 months to 19.02.23.
iii. FY2022 comparative adjusted for constant currency
(FY2022 translated at FY2023 F/X rates)
iv. Adjusted EBITDA is earnings before exceptional
items, finance income, finance expense, tax,
depreciation, amortisation and share of equity
accounted investments’ profit after tax. A
reconciliation of the Group’s operating profit to
adjusted EBITDA is set out on page 52.
v. Adjusted basic/diluted earnings per share (‘EPS’)
excludes exceptional items. Please see note 9 of the
Consolidated Financial Statements.
vi. CGA OPM MAT to 25.02.23 (GB Beer & Cider DB);
IRL UK off-trade DB MAT to 19.02.23 combined.
vii. CGA OPM MAT to 25.02.23 (GB Beer & Cider DB);
internal analysis.
viii. CGA OPM MAT to 25.02.23 (GB Beer & Cider DB).
ix. IRI UK off-trade DB (all outlets) 12 weeks to 25.12.22
vs one year ago.
x. YouGov Brand Index (Summer 2022).
xi. NielsenIQ, total off-trade including Dunnes &
Discounters 52 weeks to week ending 26.02.23 vs
equivalent 52 weeks to end Feb FY22 and end Feb
FY20.
xii. ROI CGA OPM MAT to 28.02.23 vs equivalent 52
weeks to end Feb FY22 and end Feb FY20.
xiii. CGA OPM MAT to 25.02.23 (GB Beer & Cider DB);
IRI UK off-trade DB MAT to 19.02.23 combined vs
equivalent for FY20.
xiv. IRI UK off-trade DB MAT 12 weeks to 19.02.23 vs
equivalent for FY22.
xv. CGA OPM MAT to 25.02.23 (GB Beer & Cider DB),
Scotland only.
xvi. Liquidity is defined as cash plus undrawn amounts
under the Group’s revolving credit facility.
xvii. Net debt comprises borrowings (net of issue costs)
less cash. Net debt, including the impact of IFRS
16, comprises borrowings (net of issue costs), lease
liabilities capitalised less cash.
Corporate Governance
Business & Strategy Financial Statements
13
Our brand-led distribution model
and its inherent strengths of
scale and reach is supported by
investment in our brands and in
our system. The Group operates
with two distinct divisions which
are focused on the local markets
they serve, with their proposition
tailored to meet the needs of
our customers and consumers,
remaining agile to adapt and react
to market conditions and customer
requirements.
Group Chief Executive Officer’s Review
Operating Review
14
C&C Group plc Annual Report 2023
Great Britain
Operational Highlights
Customer service is core to the Group’s
success as a brand-led distributor and we
were pleased to note that the On Time In
Full (‘OTIF’) rate prior to the ERP system
implementation was 92.2%. Unfortunately
OTIF has been temporarily impacted as a
direct consequence of the system upgrade.
Service levels had largely returned to normal
levels in March however continuing system
implementation challenges, impacted by
greater seasonal trading volume, saw a
deterioration in service levels in April. An
improvement through May is being achieved
by investing material additional cost and
resources, ahead of a system fix being
implemented to restore service to normal
levels permanently.
For the market as a whole, customer numbers
are down 4.4% in GB with our share of the
market in FY2023 down 1.8ppts to 19.2%
(iii)
.
We continue to grow the level of business we
conduct through our e-commerce platforms
and are consistently delivering +70% of our
on-trade revenues through online orders, the
business remains on track to achieve its near-
term target of 80% of on-trade revenue orders
to be captured online. Order values online
continue to be c.15% higher when compared
with traditional contact centre orders.
C&C continues to invest in the sustainability
programme at Wellpark, our Glasgow
based manufacturing facility, where we are
pleased that our environmental initiatives
have delivered the Group’s carbon reduction
objectives for FY2023, resulting in the removal
of 1,300 tonnes of carbon. We introduced a
lighter weight pint can for FY2023 reducing
our aluminium usage. We continue to focus
on driving efficiencies at the site to reduce
energy usage, where 100% of electricity is
now generated from renewable sources.
Our focus on maximising energy efficiency
to reduce both our site usage and overall
carbon footprint, will ensure that we have
as competitive a manufacturing cost base
as possible and ensure we deliver on our
sustainability commitments. Wellpark and
Clonmel have both also retained the British
Retail Consortium AA grade, the highest level
of food safety standards in the UK.
€m Great Britain
Constant currency(i) FY2023 FY2022 Change %
Net revenue 1,410.5 1,203.3 17. 2%
of which Branded 192.5 169.2 13.8%
- Price / mix impact 13.2%
- Volume impact 0.6%
of which Distribution 1,190.9 996.2 19.5%
- Price / mix impact 13.1%
- Volume impact 6.4%
of which Co-pack / Other 27.1 37. 9 (28.5%)
Operating profit
(ii)
56.0 29.0 93 .1%
Operating margin 4.0% 2.4% 1.6ppts
of which Branded 21.5 21.8 (1.4%)
of which Distribution 34.5 7.2 379.2%
Volume – (kHL) 4,479 4,305 4.0%
- of which Tennent’s 940 897 4.8%
- of which Magners 567 606 (6.4%)
Our Great Britain division’s net revenue increased by 17.2% to
€1,410.5m in the year, driven by the full re-opening of the on-
trade and strong growth in our distribution business. Operating
profit was up 93.1% to €56.0m in the year driven by volume,
pricing growth and a more favourable channel mix. Operating
margins increased by 1.6ppts with branded margins at 11.2%
and distribution margin at 2.9%.
Branded margins reflect €6.1m of increased marketing
investment and continuing cost pressures, particularly in
manufacturing overheads. With a challenging market backdrop,
distribution margins in H2 were negatively impacted by a
weaker than expected Christmas trading period, various strikes
and operational leverage. The Group continues to target 4%
distribution margins in the normal course of operations.
Corporate Governance
Business & Strategy Financial Statements
15
Brands
Tennent’s performed strongly, with
volumes up 4.8% in the year including
25.8% in the on-trade. Tennent’s
continued to gain share in the Scottish
on-trade during FY2023, with its share
of total beer in Scotland up 1.8ppts
to 29.6% in the twelve months ended
February 2023
(iv)
and in the prior four
weeks it gained 3.5ppts (to 32.6%)
(v)
. Amongst mainstream beer brands,
Tennent’s represents 2 in every 3 pints
poured in the On-Trade (68.9%)
(vi)
, and
across all Beer it represents 1 in every 2
pints poured in the on-trade
(vii)
. Aided by
our focused marketing investment over
the key Christmas trading period with
the TV campaign “It’s A Wonderful Pint”,
in the Off-Trade during the 12 weeks
to Christmas 2022, Tennent’s volume
share increased to 23.8% which is ahead
of Christmas 2021
(viii)
. The investment
behind the brands also continues to
drive positive brand health scores, with
Tennent’s Lager brand index score
reaching 17.8, its highest ever in July
2022
(ix)
.
Magners volume was down 6.4% in the
year. As a category, total Cider volumes
in the on and off-trade are down 5.7%
compared to pre-COVID-19
(x)
; however,
consumers are shifting back towards
traditional apple cider. Magners was
6.5% of total Cider sold during the 12 weeks
to end of February 2023 in GB Off-Trade
compared to 6.3% in FY2022
(xi)
. This is the
highest off-trade share in three years
(xii)
,
showing the ‘always on’ activity on the
brand during the year to drive reappraisal
and penetration, allowed the brand to grow
sales during the Christmas trading period.
Additionally, Orchard Pig grew volumes by
78.9% in the year, albeit from a low base.
Our Premium beer brands delivered on-
trade volume growth of 43.2% in the year,
albeit from a low base. Menabrea and
Heverlee, alongside our agency and equity
for growth premium brands, Innis & Gunn,
Drygate and Jubel, have continued to grow
both volume and penetration within our
IFT account base compared to prior year.
Heverlee’s brand awareness continues to
grow and the brand has gained 24.3% in
draught HL sold in Scotland during FY2023
vs FY2022, moving it from 6.5% of premium
lager pints poured to 10.6%
(xiii)
. Menabrea
has won a number of national listings and
the brand has delivered its first above-
the-line media campaign which reached
approximately one third of UK adults. Both
Heverlee and Menabrea continue to grow
ahead of total beer across on and off-
trade
(xiv)
, driven by increased brand footprint
in the on-trade helping deliver volume into
both brands. Heverlee on-trade volumes
are up 31.0% compared to last year with
Menabrea volumes increasing by 47.3%.
Group Chief Executive Officer’s Review
Operating Review (continued)
16
C&C Group plc Annual Report 2023
Distribution
Distribution volumes were up 6.4% in the
year with corresponding net revenues up
19.5%. Performance over the key Christmas
trading period was negatively impacted
by weakened consumer demand and the
various strikes in Great Britain. Distribution
margins for the full financial year were
2.9% down from the 4.0% achieved in H1
FY2023. Due to seasonality, distribution
margins were always expected to weaken
slightly in the second half of the financial
year but the softer than expected trading
over the Christmas period, combined with
our operational leverage, reduced margins
significantly. The steady state target of 4%
margin for our GB distribution business
remains applicable, in the medium term.
During February 2023, the Group
implemented a complex Enterprise
Resource Planning (‘ERP’) system upgrade
in our Matthew Clark and Bibendum (‘MCB’)
business. The implementation process has
taken longer than originally envisaged, with
a consequent material impact on service
and profitability within MCB. The Group
currently expects a one-off impact of c.€25
million associated with the ERP system
disruption in FY2024, reflecting the cost
associated with restoring service levels and
lost revenue.
International
We were pleased with the performance of
our International Business with volumes up
3.1% in the year on a comparative basis.
Key markets such as Spain saw volumes
return to pre-COVID-19 levels, with volumes
year-on-year increasing by 83.5%. Good
Drinks Australia Ltd, our new distributor, is
already growing distribution in both on and
off-trade and in Italy we look forward to
improving Tennent’s volume back to historic
levels via our new partner Bir.com srl.
Magners remains the primary brand for our
international business accounting for c.80%
of volume.
Corporate Governance
Business & Strategy Financial Statements
17
Operational Summary
Focused on delivering market-leading
customer service, we are pleased to report
that the average OTIF at the end of February
2023 was 98.1% in the Republic of Ireland
and 97.5% in Northern Ireland. This, as well
as the removal of COVID-19 trade restrictions,
was a key cornerstone underpinning the
revenue and profit growth in FY2023.
MUP, which was introduced in the Republic
of Ireland in January 2022 put in place a
minimum sales price for a unit of alcohol.
MUP was introduced in Scotland in 2018, and
we were able to use the data and learnings
from the Tennent’s brand and apply them to
Bulmers and the rest of our Irish portfolio. We
optimised the off-trade portfolio in preparation
for MUP by introducing new pack sizes,
vessels sizes and ABVs and we are pleased
to report that in the latest MAT volume share
data, our Bulmers brand has performed well
and has increased market share in the off-
trade by 5.8%
(xv)
.
Total on-trade customers are down 0.6% in
the IOI (Island of Ireland) market compared
to the prior year, however C&C’s share of this
market has grown by +0.7pp to 40.4%
(xvi)
.
More of our customers are ordering online
through our ecommerce platform with 81% of
our on-trade customers now ordering online
in February compared to 66% twelve months
ago.
Building on the work undertaken in FY2022
to reduce our Clonmel manufacturing site’s
energy usage, we have commenced work
to install a heat pump at the site. The pump
will be operational at the end of H1 FY2024
and will reduce the site’s gas consumption
by 40% and reduce our CO
2
emissions by
1,800 tonnes per annum. This follows the
investment last year to eliminate single use
plastic for all canned products from January
2022, which removed approximately 150
tonnes of plastics from our products and the
investment in the largest rooftop solar panel
farm in Ireland which now generates 10%
of the site’s electricity requirements. Further
enhancing our sustainability credentials,
we are now the only significant drinks
manufacturer to use returnable pint bottles.
Group Chief Executive Officer’s Review
Operating Review (continued)
Ireland
€m Ireland
Constant currency(i) FY2023 FY2022 Change %
Net revenue 278.5 223.8 24.4%
of which Branded 105.9 78.1 35.6%
- Price / mix impact 28.8%
- Volume impact 6.8%
of which Distribution 170.6 139.5 22.3%
- Price / mix impact 19.9%
- Volume impact 2.4%
of which Co-pack / other 2.0 6.2 (67.7%)
Operating profit
(ii)
28.1 18.9 48.7%
Operating margin 10.1% 8.4% 1.7pts
of which Branded 20.8 13.4 55.2%
of which Distribution 7.3 5.5 32.7%
Volume – (kHL) 1,450 1,384 4.8%
- of which Bulmers 360 330 9.1%
Our Ireland division’s net revenue increased by 24.4% to
€278.5m in the year driven by the re-opening of the on-trade.
Ireland’s operating profit increased by 48.7% to €28.1m
with margins growing to 10.1% from 8.4% last year. A better
channel mix because of the removal of COVID-19 trade
restrictions, the introduction of Minimum Unit Pricing (‘MUP’)
and price increases helped improve margins year-on-year,
despite the inflationary cost pressures being faced by the
business and the increased marketing investment. Branded
margins have grown to 19.6% in FY2023 from 17.2% in
FY2022 despite the impact of increased marketing investment
(72% higher year-on-year) and cost pressures particularly,
manufacturing input costs. Distribution margins have grown to
4.3% from 3.9% last year.
18
C&C Group plc Annual Report 2023
Brands
Bulmers volume increased 9.1% in the year,
driven by 57.6% growth in the on-trade
following the removal of COVID-19 trade
restrictions. As anticipated, the introduction
of Minimum Unit Pricing, in the off-trade,
resulted in a volume decline of 10.5%.
Increased investment behind the Bulmers
brand continued and this year we achieved
40 weeks on air with our TV ad campaign,
driving awareness and affinity for the
brand with Irish consumers. In addition,
the brand was showcased in a lighter tone
of voice through a new TV campaign for
Bulmers Light. To expand beyond our
heartland summer occasion, sustainability
and Christmas campaigns were launched,
and Bulmers was centre stage at many live
events in the summer events calendar. Our
investments are bearing fruit as the brand
finishes the year in strong brand health and
market share growth
(xvii)
.
The Bulmers brand MAT off-trade cider
volume share has grown year-on-year to
56.3% which is up significantly on pre-
COVID-19 levels (+9.1%) and up 5.8ppts
on last year
(xviii)
, aided by the introduction
of MUP. In the on-trade, the latest Bulmers
MAT cider volume share at 63.9% reflects
growth in Bulmers market share of 2.4ppts
ahead of pre-COVID-19 levels and 0.9ppts
ahead of last year
(xix)
. Between the on and
off-trade, Bulmers remains the largest and
most popular cider brand in Ireland
(xx)
.
Distribution and Wine
Distribution volumes increased 2.4% in
the year, with net revenue growing ahead
of volume at +22.3% aided by both
execution of our core agency premium
beer brands and pricing actions. We
have also grown our wholesale and wine
business year-on-year leveraging our key
system strength as a “one-stop shop”
for our customers as they continue to
expand their consumer offerings post-
COVID-19 (across both wet and food-led
outlets).
C&C took on the distribution of
Budweiser in summer 2020 and at the
time the brand was in MAT lager volume
share decline in the off-trade. We are
pleased to report that this has largely
stabilised with Budweiser MAT off-trade
volume share at 10.0% compared to
9.8% a year ago
(xv)
. This reflects the
focus and investment that has gone into
repositioning the brand with retailers and
consumers.
Notes
(i) FY2022 comparative adjusted for constant
currency (FY2022 translated at FY2023 F/X rates).
(ii) Before exceptional items.
(iii) CGA GB outlet index Feb 23 vs Feb22.
(iv) CGA OPM MAT to 25.02.23 (GB Beer & Cider DB);
IRL UK off-trade DB MAT to 19.02.23 combined.
(v) Ibid.
(vi) CGA OPM MAT to 25.02.23 (GB Beer & Cider DB);
internal analysis.
(vii) CGA OPM MAT to 25.02.23 (GB Beer & Cider DB).
(viii) IRI UK off-trade DB (all outlets) 12 weeks to
25.12.22 vs one year ago.
(ix) YouGov Brand Index (Summer 2022).
(x) CGA OPM MAT to 25.02.23 (GB Beer & Cider DB);
IRL UK off-trade DB MAT to 19.02.23 combined vs
equivalent for FY20.
(xi) IRL UK off-trade DB MAT to 19.02.23 vs equivalent
for FY22.
(xii) IRL UK off-trade DB MAT 36 months to 19.02.23.
(xiii) CGA OPM MAT to 25.02.23 (GB Beer & Cider DB),
Scotland only.
(xiv) CGA OPM MAT to 25.02.23 (GB Beer & Cider DB);
IRL UK off-trade DB MAT to 19.02.23 combined.
(xv) NielsonIQ Total off-trade including Dunnes &
Discounters 52 weeks to week ending 26.02.23.
(xvi) CGA IOI Outlet Index Feb 23 vs Feb 22.
(xvii) YouGov Brand Index Bulmers Feb 23 score of
19.9, ahead of nearest cider rival Orchard Thieves
on 14.7; ROI CGA OPM 28.02.23; NielsonIQ Total
off-trade including Dunnes & Discounters 52
weeks to week ending 26.02.23.
(xviii) NielsonIQ Total off-trade including Dunnes &
Discounters 52 weeks to week ending 26.02.23 vs
equivalent 52 weeks to end Feb FY22 and end Feb
FY20.
(xix) ROI CGA OPM MAT to 28.02.23 vs equivalent 52
weeks to end Feb FY22 and end Feb FY20.
(xx) ROI CGA OPM to 28.02.23; NielsonIQ Total off-
trade including Dunnes & Discounters 52 weeks to
week ending 26.02.23.
Corporate Governance
Business & Strategy Financial Statements
19
Our ambition is to be the pre-
eminent integrated brands and
drinks distribution business
serving the UK and Ireland
drinks markets
Strategic Report - Group Strategy
Invest and grow our
portfolio of leading
local, premium and
craft beer and cider
brands.
Strengthen our
position as the No. 1
drinks distribution
platform in the UK
and Ireland.
Capital allocation to
enhance growth and
shareholder returns.
Medium Term strategic goals
• Brand and product investment to build
value of key brands over the long-term
• Leverage key brand strength and
market position to grow our portfolio
of premium and craft brands
• Successful brand development
and launches to meet changes in
consumer demand
• Build on “partnership for equity"
brand relationships to provide route to
market access
Medium Term strategic goals
• Continue the optimisation of network
and wider system
• Deliver unrivalled portfolio strength,
value and service to the UK and
Ireland hospitality sectors
• Commercialising the unrivalled data
and insight on the hospitality sector
Medium Term strategic goals
• Target leverage of between 1.5x and
2.0x net debt / EBITDA
• Inorganic opportunities that
strengthen our brands and system
• Invest in sustainability & technology
• Return capital to Shareholders
Measurement
• Cash generation and conversion
• Revenue growth
• Enhanced margins
• Share growth and brand health scores
Measurement
• Margin expansion in our distribution
business
Measurement
• Net Debt/EBITDA
• EPS growth
• ROCE
• Provide a range of local and core brands, premium, craft and third-party brands that is
unrivalled.
• Our distribution infrastructure provides market leading national scale, reach and
efficiencies.
• These brands and asset base are underpinned by our offer: dedicated and passionate
people; enhanced customer service; market insight and value.
• The Group has sustainability at its core – with the target of delivering to a better world.
Strategic Pillars
20
C&C Group plc Annual Report 2023
Achievements during FY2023 Link to Strategic Pillars
• Investment across our core branded portfolio with multi-channel
advertising campaigns and promotional activity.
• Tennent’s continued to gain share in the Scottish on-trade during
FY2023, with its share of total beer in Scotland up 1.8ppts to
29.6% in the twelve months ending February 2023 and in the prior
four weeks it gained 3.5ppts (to 32.6%).
• Bulmers volume increased 9.1% in the year, driven by 57.6%
growth in the on-trade following the removal of COVID-19 related
restrictions. As anticipated, the introduction of Minimum Unit
Pricing, in the off-trade, resulted in a volume decline of 10.5%.
• Premium beer portfolio has continued to progress with on-trade
volume growth of 44.1% in the year.
Invest and
grow our
portfolio of
leading local,
premium and
craft beer and
cider brands.
• Our market leading on-trade distribution system continues to
strengthen its position across the UK and Ireland, delivering to
24,000 outlets in FY2023, serving 21.5% of the UK and Ireland on-
trade. This is despite the total number of outlets contracting across
the two geographies by approximately 4,700 outlets in the year.
• Distribution volumes in GB were up 6.4% in the year, with
corresponding net revenues up 19.5%.
• Performance over the key Christmas trading period was negatively
impacted by weakening consumer demand and the various strikes
in GB.
• Effective management of inflationary cost pressures with price
increases and hedging of input costs.
Strengthen
our position
as the No.
1 drinks
distribution
business in
the UK and
Ireland.
• Strong liquidity position of €470.3m and Net debt/EBITDA of 1.3x.
Our strong underlying cash generating characteristics have been
reflected in an encouraging performance with FCF conversion in
FY2023 of 60.7% and 64.6% before exceptional items.
• Focus on our core business with the divestment of our minority
interest in Admiral Taverns for gross cash consideration of £55.0m.
As part of the divestment, C&C have negotiated a long-term
branded supply agreement into the Admiral estate which includes
our owned and agency brands.
Capital
allocation
to enhance
growth and
shareholder
returns.
Strategic priorities
Our core strategic
objective is to deliver
earnings growth.
Existing Businesses
• Create an environment that
ensures the health and safety of
our colleagues. Further, establish
a business culture that nurtures
engaged, inspired and committed
colleagues, investing in key
capabilities for the future
• Grow and strengthen our portfolio:
growing cider share and building
momentum in our premium beer
portfolio as consumer preferences
evolve
• Leverage our scale and reach
to drive operational efficiencies
in our distribution infrastructure,
optimising our capacity and
ensure a market leading cost to
serve
• Drive better customer service
through our C&C GB change
programme with a simplified and
integrated approach which will
enhance customer experience and
ultimately drive efficiencies into our
back office
• Enhance our offer:
commercialising the data and
insight that is available; continuing
to develop our ecommerce
offering; and building stronger
partnerships with ‘equity
for growth’ investments or
complimentary agencies
Capital Allocation
• Maintain the strong cash
conversion characteristics of the
business
• Deleverage the balance sheet,
targeting a medium-term target of
between 1.5x and 2.0x Net Debt/
EBITDA
• Invest in our brands; review
inorganic opportunities and return
excess capital to shareholders
Environmental, Social and
Governance
• Execute a credible sustainability
strategy focused on people and
planet
Execute a credible sustainability strategy focused on people and planet. FY2023 highlights
include:
• The Group achieved its FY2023 target of reducing Scope 1 and 2 emissions by 6%.
• 91% of the electricity used at our sites is generated from renewable sources.
• In January 2023, the Group’s greenhouse gas reduction targets were formally validated
by the Science Based Targets initiative (SBTi).
• C&C again participated in the CDP Water Security questionnaire and achieved an
improved score, moving from a C rating to a B-.
• CDP also awarded C&C Group an A- rating for Supplier Engagement, acknowledging
our performance on governance, targets, scope 3 emissions, and value chain
engagement in the CDP climate change questionnaire.
• To enhance the Group’s Employee Assistance Programmes, we have introduced c.50
fully certified Mental Health First Aiders (MHFA). These volunteers provide the initial
help to any colleague who is developing a mental health problem or experiencing a
worsening of an existing mental health problem. C&C Group committed to training an
additional 100 MHFA in FY2024.
The Group commenced a three-year partnership with the Big Issue Group, focused
on mentoring, skills transference, and providing employment opportunities to support
marginalised communities across Great Britain.
Business & Strategy
21
Corporate Governance
Financial Statements
Strategic Report - Business Model
Brand Strength
An attractive portfolio of
Owned and Agency brands
leveraging C&C’s existing
strengths and market
opportunities.
System Strength
Strategy to position the
Group as the most efficient,
technology & sustainability
driven drinks distribution system
in the UK & Ireland.
Sustainability
A structured and ambitious
programme of continuous
improvement ensuring C&C
delivers to a better world!
The execution of our Group strategy is underpinned by three core
pillars, together these create a market leading platform which
ensures C&C’s position as the pre-eminent brand-led distributor for
the UK and Ireland drinks market.
22
C&C Group plc Annual Report 2023
Brand Strength
Scotland’s
favourite beer
Tennent’s is Scotland’s
favourite beer. Tennent’s has
been brewed since 1885 at
our Wellpark manufacturing
site in Glasgow, where a
brewery has stood since the
16
th
century.
Belgian beer
Heverlee is a premium
Belgian Beer, which is
endorsed by the Abbey of
the order of Prémontré, in the
town of Heverlee in Leuven.
Craft beer
A range of craft beer brands
which includes Innis & Gunn,
Scotland’s leading craft
beer brand into which C&C
made an ‘equity for growth’
investment.
Ireland’s
No. 1 cider
Bulmers is Ireland’s
No.1 cider, made at our
manufacturing site Clonmel,
Co. Tipperary.
Dublin lager
The Five Lamps Dublin
Brewery was originally set up
in early 2012 beside Dublin’s
iconic Five Lamps. Its first
beer, Five Lamps Dublin
Lager, was launched in
September 2012.
Craft cider
Orchard Pig craft ciders are
full of Somerset character and
scrumptious tanins found in
West Country cider apples.
No. 3 cider
in the UK
Magners is the No.3 apple
cider in the UK and is
recognised and distributed
internationally.
Italian lager
Menabrea is from Northern
Italy and is matured gently
in the perfect temperature
of cave cellars for a taste
of superior clarity. This
pale lager is well-balanced
between citrus, bitter tones
and floral, fruity undertones
giving a consistent and
refined flavour.
Other Owned
& Agency
Local, niche and speciality
brands as well as world
premium brands such
as Stella Artois, Becks,
Budweiser and Corona.
Complemented by premium
and craft brands
The premium market segment continues
to grow structurally as consumer
demands evolve although this space is
fragmented with the number of brands.
C&C deploys a portfolio of premium and
craft beers which meet this demand
and, coupled with our local and core
brands, provide a comprehensive
range to meet customer and consumer
preferences. Further innovation will
strengthen these brands and will be
complemented by exclusive distribution
agreements and ‘equity for growth’
investments in leading craft brands.
Core Brands
Our three core brands: Bulmers,
Magners and Tennent’s are intrinsically
linked to the communities and
manufacturing locations where they are
produced and where their heritage was
born. In addition to their local appeal,
they are also desired internationally with
critical acclaim. These brands form part
of the fabric of the respective drinks
markets they occupy, with their lasting
appeal underpinned by continued brand
and marketing investment, alongside
new product development. Together they
deliver strong margins and are highly
cash generative.
Corporate Governance
Business & Strategy Financial Statements
23
Strategic Report - Business Model
Route-to-market
C&C’s route-to-market platform occupies a fundamental role in the infrastructure of the
UK and Ireland hospitality sectors. The Group provides a route to market for international
and local brands alike.
System Strength
Customer
benefit
C&C provide access to
an unrivalled range of
products, offering expert
knowledge and insight.
Nationwide network with
market leading reach and
scale.
Resilience of C&C’s in-
house operated network.
C&C’s financial strength
provides security of
supply and access to
credit.
C&C
A drinks portfolio which is
market-leading.
Ensures the Group
participates in evolving
consumer trends across
multiple drinks categories.
C&C’s distribution platform
enhances market access
and visibility for its brands.
Supplier brands which
compliment our own
branded portfolio.
Supplier
benefit
C&C provide access to
an unrivalled range of
customers across all areas
of the on and off-trades.
C&C has an intimate
understanding of the
markets they serve.
C&C’s access to data
ensures it has unparalleled
insight into the hospitality
sector.
C&C’s financial strength
and creditworthiness.
Southampton
Crayford
Bedford
Grantham
Wetherby
Cambuslang
Edinburgh
Glasgow and Wellpark
Dumfries
Inverness
Kintore
Runcorn
Birmingham
Owned, stocked
Owned, not stocked
Third party
Owned, third party
operated
Park
Royal
Bristol
Fosse
Launceston
Boldon
Cork
Clonmel
Borrisoleigh
Kilkenny
Galway
Dublin
Kells
Donegal
Culcavy
Scale and Reach
C&C has unrivalled size, scale and distribution reach
across attractive on-trade drinks markets in Ireland and
UK. We operate two well invested and state-of-the-art
manufacturing sites. Our operational footprint can reach
over 99% of the UK population on a next day delivery
basis.
No. 1
Drinks distributor
on Island of Ireland
No. 1
Drinks distributor
in Scotland and GB
(continued)
24
C&C Group plc Annual Report 2023
Delivering to a better world…
We recognise the important role that sustainability plays in the decision-making of
all our stakeholders. C&C has proven track record of investing and delivering against
sustainability targets and a clear strategy anchored in three pillars.
ESG /Sustainability
Environmental
Reduce our
carbon footprint
Sustainably source
our products &
services
Social
Ensure alcohol is
consumed responsibly
Enhance health,
wellbeing & capability
of colleagues
Governance
Build a more
inclusive, diverse &
engaged C&C
Collaborate with
Government & NGOs
Corporate Governance
Business & Strategy Financial Statements
25
Strategic Report - How we create sustainable value
C&C Group plc is a leading
drinks manufacturer,
marketer and distributor of
premium branded cider,
beer, wine, spirits and soft
drinks across the UK and
Ireland. The Group also plays
a fundamental role in the
infrastructure of the UK and
Ireland drinks markets as a
key route-to-market partner
for local and international
beverage brand owners.
Our purpose is to play
a role in every drinking
occasion, delivering joy to our
customers and consumers
with remarkable brands and
service.
Our vision is to be the first
choice brand-led distribution
partner for customers in
hospitality and retail in the UK
and Ireland.
Our values are:
To respect people and our
planet and to bring joy to life,
ensuring quality is at the core
of everything we do.
We focus on the most
material areas to guide our
actions around sustainability
and support the UN
Sustainable Development
Goals.
Manufacture
Embrace sustainable sourcing
We are committed to sourcing our raw
materials from local sustainable sources.
All apples crushed at the Clonmel site to
produce Bulmers and Magners cider are
sourced from the island of Ireland. As well
as having 165 acres of our own orchards
in Co. Tipperary, there are over 50 partner
growers on the island with whom we work
closely. Tennent’s Lager is only ever brewed
using the finest Scottish malted barley.
The Group recognises that sustainability
needs to be embraced by partners at every
stage of the supply chain to achieve our
sustainability objectives. C&C’s Ethical and
Sustainable Procurement (‘E&SP’) Strategy
is focused on proactive engagement with
our supply chain, with key objectives
targeting social and ethical standards and
environmental issues, including climate
change. Through our E&SP approach,
we request that all Suppliers comply with
C&C’s Code of Conduct and Modern
Slavery policy as a prerequisite of trading
with our business. All Suppliers are required
to complete our E&SP questionnaire,
which confirms our partners commitment
to environmental management, health
and safety, sustainability, Diversity, Equity
and Inclusion (‘DE&I’), ethical working
practices and overall corporate social
responsibility. As part of our Science
Based Target initiative (‘SBTi’) validation,
we will collaborate with those suppliers and
customers making up 67% of C&C’s Scope
3 emissions to have science-based targets
in place by 2026.
Optimising production and
manufacturing
The Group has employed various practices
to conserve the use of energy, reduce
carbon emissions, improve waste reduction
and recycling, and minimise the impact on
natural resources. 100% of the electricity
across the Group’s main sites in the
UK and Ireland comes from renewable
sources, covering c.91% of the Group’s
total electricity use. The Clonmel rooftop
solar panel farm, the largest in Ireland
continues to provide 10% of the site's
electricity requirements, while reducing the
site’s carbon emissions by c.450 tonnes of
CO
2
per annum. At Wellpark, Boiler house
Energy Recovery and Anaerobic Digestion
Heat Recovery delivers a c.1,000 tonne CO
2
reduction per annum. The Group’s waste
reduction program across our operations
includes recycling and reducing packaging
waste. Again, in FY2023, we met our target
of sending zero waste to landfill.
Improve sustainable packaging
The Group continues to meet its
commitment to be out of single-use
plastics (shrink and hi and mid cone rings)
in the packaging of our canned products,
reducing the environmental impact and
ecological footprint of our products. All our
canned product is now in fully recyclable
cardboard, removing more than 200
million plastic rings per annum from the
environment, as part of an overall plastic
reduction of c.600 tonnes. We are the only
brewer who is a member of the UK Plastics
Pact, which has additional targets on plastic
packaging, waste and recyclates. C&C’s
can lightweighting programme, which
commenced in FY2020, reduces aluminium
used by c.500 tonnes per annum, while
delivering a c.3,600 tonne reduction in CO
2
.
ESG Pillars
see pages 56 - 57
1 2 4 5
26
C&C Group plc Annual Report 2023
Market
Data
Our unrivalled scale and reach into the on-
trade markets of the UK and Ireland ensures
that we have superior access to data and
the best insight into macro and regional
trends. PROOF, our in-house data and
insight business, now has approximately
100 international and domestic drinks brand
owners and operators whom they work with
either directly or who subscribe to PROOF
assets.
Promoting responsible
consumption of alcohol
We are committed to the promotion
of responsible drinking and moderate
consumption of our products, to ensure
they are enjoyed safely by drinkers. As
part of our commitment to the responsible
consumption of alcohol we produce a range
of no and low alcohol variants of our leading
brands which we continue to develop. The
Group is an active members of the Portman
Group, Drinkaware and Drinkaware.ie.
The Group is 100% committed to the
responsible promotion of alcohol and
adherence to all legislation, and the globally
recognised self- and co-regulatory codes
in the UK and Ireland. All C&C colleagues
working in Marketing and Communications
undertake annual mandatory training on the
CAP/BCAP, Portman Group and CopyClear
Codes of Practice. In FY2023, we partnered
with Drinkaware to roll out e-learning at
work for all C&C colleagues.
Colleague engagement
The health and wellbeing of our
colleagues is our key priority, one
which we will continue to invest in to
ensure we provide the safest and most
enjoyable working environment we can
for all those working in C&C. We offer
competitive compensation and benefits
packages, flexible work arrangements,
and opportunities for learning and
development, alongside Employee
Assistance Programmes, Private
Health Care, and screening to support
the wellbeing of our employees. Our
Employee Resource Groups, covering
Mental Health, Physical Health, Working
Parents and Menopause alongside our
Diversity, Equity, and Inclusion (‘DE&I’)
Advisory Board ensures that colleagues
have the opportunity to advocate and
influence the Group’s approach to these
critical areas.
Communities
The Group is committed to the
communities in which we operate
and undertakes a range of initiatives
that benefit our local communities, in
particular supporting charitable activities.
In September 2022, we announced a
three-year partnership with The Big Issue
Group, who aim to change lives through
enterprise for marginalised communities
across Great Britain. All C&C colleagues
are now offered time off to volunteer,
whether it be for our Big Issue
partnership, or local charities, community
initiatives and causes that are of personal
interest or relevant to our brands and
Business Units.
We know that volunteering creates mutual
benefit for C&C, our local communities,
and our colleagues. Alongside a positive
contribution to the local economy,
volunteering also enhances the health,
wellbeing, and capability of colleagues.
Stakeholder engagement
We aim to maintain open and positive
dialogue with all our stakeholders. Our
stakeholders are an important part of our
operations and are referenced throughout
this report.
Distribution
C&C is the UK & Ireland’s largest independent
on-trade drinks distributor. Our final mile
distribution strength means we are well-
placed to serve our On Trade customers, with
29 nationwide depots and our owned fleet
delivering in excess of 700,000 orders per year.
One-stop shop
With an unrivalled range of beers, ciders,
wines, spirits and soft drinks, C&C’s
distribution platform provides a comprehensive
“one-stop shop” for licensed premises owners.
Final Mile distribution
The Group continues to assess low carbon
distribution options as the leading final mile
delivery partner to the on trade in the UK and
Ireland and sees benefit from the optimisation
of the English and Scottish delivery networks
completed in FY2022. By consolidating
volumes from three separate networks into
two and bringing all our final mile English
distribution in-house, C&C has secured on-
going efficiencies, service improvements and in
turn enhanced future margins.
Piloting Alternative Fuel Vehicles
The Group continues to build understanding
around the adoption of alternative fuel systems
as part of our decarbonisation strategy. Trials
using 18 tonne electric vehicles at the Matthew
Clark Park Royal depot continue, together
with Hydrogenated Vegetable Oil (‘HVO’) as a
long-term diesel replacement at our Bedford
and Runcorn depots. ln Scotland, we are
working in partnership with Volvo on Electric
Vehicle (‘EV’) capability adoption. Data from
a trial is being reviewed to develop a desktop
electrification analysis of the Cambuslang fleet.
ESG Pillars
see pages 56 - 57
3 6
ESG Pillar
see page 56
1
Corporate Governance
Business & Strategy Financial Statements
27
Strategic Report - Key Performance Indicators
Strategic Priority KPI
Definition (see also financial definitions
on pages 233 and 234) FY2023 Performance FY2023 Focus
Links to other
Disclosures
To enhance
earnings growth
Operating
profit
Operating profit/(loss) (before
exceptional items)
FY2020
FY2021
FY2022
FY2023
€120.8m
(€59.6m)*
€47. 9 m
€8 4.1m
To seek continuing
growth, through
revenue
enhancement,
acquisition synergies
and cost control
Group CFO
Review
page 50
Operating
margin
Operating profit/(loss) (before
exceptional items), as a
percentage of net revenue
FY2020
FY2021
FY2022
FY2023
7.0 %
(8.1%)*
3.3%
5.0%
Adjusted
diluted
earnings per
share
Attributable earnings before
exceptional items divided by
the average number of shares
in issue as adjusted for the
dilutive impact of equity share
awards
FY2020
FY2021
FY2022
FY2023
29.6c
(21.1c)* *
7.5 c
13.4c
To achieve adjusted
diluted EPS growth
in real terms
Group CFO
Review
page 50
Basic
earnings per
share
Attributable earnings divided by
the average number of shares
in issue
FY2020
FY2021
FY2022
FY2023
2.9c
(31.1c)* *
9.9c
13.3c
To achieve EPS
growth in real terms
Group CFO
Review
page 50
To generate
strong cash
flows
Free Cash
Flow
Free Cash Flow is a non-GAAP
measure that comprises cash
flow from operating activities
net of capital investment cash
outflows which form part of
investing activities (before
exceptional items)
FY2020
FY2021
FY2022
FY2023
€155.1m
(€91.2m)*
€28.4m
€75.3m
To generate
improved operating
cash flows
Group CFO
Review
page 50
Free Cash
Flow
Conversion
Ratio
The conversion ratio is the
ratio of free cash flow as a
percentage of Adjusted EBITDA
FY2020
FY2021
FY2022
FY2023
101.0%
NM*
35.6%
64.6%
To ensure the
appropriate
level of financial
gearing and
profits to service
debt
Net debt:
Adjusted
EBITDA
The ratio of net debt (net debt
comprises borrowings (net
of issue costs) less cash plus
lease liabilities) to Adjusted
EBITDA
FY2020
FY2021
FY2022
FY2023
1.8x
NM*
3.4x
1.3x
Move towards
medium term target
of 1.5x to 2.0x Net
Debt/adjusted
EBITDA
Group CFO
Review
page 50
28
C&C Group plc Annual Report 2023
Strategic Priority KPI
Definition (see also financial definitions
on pages 233 and 234) FY2023 Performance FY2023 Focus
Links to other
Disclosures
To ensure the
appropriate level
of liquidity
Liquidity
Liquidity comprises cash on
hand plus headroom available
in the Group’s revolving credit
facility)
FY2020
FY2021
FY2022
FY2023
€335.3m
€314.6m
€438.7m
€470.3m
Ensure sufficient
liquidity to meet
the on-going
requirements of
the business and
execute its strategy
Group CFO
Review
page 50
To ensure the
appropriate
level of financial
gearing
Net debt
Net debt (net debt comprises
borrowings (net of issue costs)
less cash plus lease liabilities
FY2020
FY2021
FY2022
FY2023
€233.6m
€362.3m
€191.3m
€152.7m
Group CFO
Review
page 50
To deliver
sustainable
shareholder
returns
Progressive
dividend/
return to
shareholders
Total dividend per share paid
and proposed in respect of the
financial year in question
FY2020
FY2021
FY2022
FY2023
5.5c
-
-
3.79c
The Group will
continue to seek
to enhance
shareholder returns
Dividend
Payout Ratio
Dividend cover is Dividend/
Adjusted diluted EPS
FY2020
FY2021
FY2022
FY2023
18.6%
-
-
28.3%
To achieve
the highest
standards of
environmental
management
Reduction
in CO
2
emissions
Tonnes of CO
2
emissions*** FY2020
FY2021
FY2022
FY2023
32,729t
26,865t
24,19 6t
22,578t
To achieve best
practice across the
Group, including
acquired businesses
Responsibility
Report
page 56
Waste
recycling
Tonnes of waste sent to landfill FY2020
FY2021
FY2022
FY2023
0t
0t
0t
0t
To achieve best
practice across the
Group, including
acquired businesses
Responsibility
Report
page 56
To ensure safe
and healthy
working
conditions
Workplace
safety
accident
rate
The number of injuries that
resulted in lost-work days, per
100,000 hours working time in
production facilities
FY2020
FY2021
FY2022
FY2023
0.52
0.54
0.28
0.65
To achieve best
practice across the
Group, including
acquired businesses
Responsibility
Report
page 56
* COVID-19 had a material impact on KPIs in FY2021.
** During the prior financial year, the Group completed a Rights Issue at a discounted price of £1.86. As the rights price was issued at a discount, this was equivalent to a bonus
issue of shares combined with a full market price. As such, IAS 33 Earnings Per Share required an adjustment to the number of shares outstanding before the Rights Issue to
reflect the bonus element inherent in it and also for this to be included in the EPS calculation for the FY2021 period presented so as to provide a comparable result.
*** Market based scope 1 and 2 emissions as stated in annual Carbon Disclosure Project return.
Corporate Governance
Business & Strategy Financial Statements
29
Strategic Report - Management of Risks and Uncertainties
The Board has overall responsibility for
the Group’s system of internal control,
for reviewing its effectiveness and for
confirming that there is a process for
identifying, evaluating and managing the
principal risks affecting the achievement
of the Group’s strategic objectives. This
system of internal control can only provide
reasonable and not absolute assurance
against material misstatement or loss.
The Group has established a risk
management process to ensure effective
and timely identification, reporting and
management of risk events that could
materially impact the achievement of the
Group’s strategic objectives and financial
targets. This involves the Board considering
the following:
• the nature and extent of the principal risks
facing the Group;
• the likelihood of these risks occurring;
• the impact on the Group should these
risks occur; and
• the actions being taken to manage these
risks to the desired level.
The Audit Committee oversees the
effectiveness of the risk management
procedures in place and the steps being
taken to mitigate the Group’s risks.
Internal Controls and Risk
Management
The key features of the Group’s system
of internal control and risk management
include:
• review, discussion and approval of the
Group’s strategy by the Board;
• clearly defined organisational structures,
authority limits and authorisation
process for the operational and financial
management of the Group and its
businesses;
• corporate policies for financial reporting,
treasury and financial risk management,
information technology and security,
project appraisal and corporate
governance;
• review and approval by the Board of
annual budgets and brand plans for all
business units, identifying key risks and
opportunities;
• monitoring of performance against
budgets on a weekly basis and reporting
thereon to the Board on a periodic basis;
• an internal audit function which reviews
key business processes and controls;
and
• review by senior management and the
Audit Committee of internal audit findings,
recommendations and follow up actions.
The preparation and issue of financial
reports, including consolidated annual
financial statements is managed by the
Group Finance function with oversight from
the Audit Committee. The key features of
the Group’s internal control procedures with
regard to the preparation of consolidated
financial statements are as follows:
• the review of each operating division’s
period end reporting package by the
Group Finance function;
• the review of each operating division’s
quarterly financial reporting package by
the Group Finance function;
• the challenge and review of the financial
results of each operating division with
the management of that division by the
Group Chief Financial Officer;
• the review of any internal control
weaknesses highlighted by the external
auditor, the Group Chief Financial
Officer, Head of Internal Audit, Company
Secretary and Group General Counsel
and the Audit Committee; and
• the follow up of any critical weaknesses
to ensure issues highlighted are
addressed.
The Directors confirm that, in addition to
the monitoring carried out by the Audit
Committee under its terms of reference,
they have reviewed the effectiveness of
the Group’s risk management and internal
control systems up to and including the
date of approval of the financial statements,
including a review of the implementation
of the Company’s complex Enterprise
Resource Planning (‘ERP’) system in our
Matthew Clark and Bibendum business,
which now aligns them to the same
system being used elsewhere across the
Group. This is a key step in our digital
transformation and optimisation of the
business. This review had regard to all
material controls, including financial,
operational and compliance controls that
could affect the Group’s business. The
Directors considered the outcome of this
review and found the systems satisfactory.
Identifying and Monitoring
Principal and Emerging risks
A process for identifying, evaluating
and managing significant risks faced by
the Group, in accordance with the UK
Corporate Governance Code 2018 and
the FRC Guidance on Risk Management,
Internal Control and Related Financial and
Business Reporting 2014, has been in place
for the entire period and up to the date the
financial statements were approved. These
risks are reviewed by the Audit Committee
and the Board, who will consider any
emerging risks (internal and external) for
inclusion in the Group Risk Register.
The risks facing the Group are reviewed
and challenged regularly by the Audit
Committee and the executive management
team. Each of the Group’s principal risks
is assigned an executive owner who, with
the assistance of the risk committee for
that specific risk, is responsible for ensuring
mitigating actions are sufficient to bring
risks to within the agreed risk appetite. The
risk management governance framework
ensures that these mitigations and internal
controls are embedded and operate
effectively throughout the organisation.
The annual Board and Audit Committee
agendas include a series of updates from
executive risk owners in relation to the
Group’s principal risks. These updates
include a history of the risk to date, key
mitigating actions and controls, an outline
of the residual risk and any future actions
planned to address control weaknesses.
The Audit Committee also receives regular
updates on risk management and internal
control effectiveness from the Head of
Internal Audit along with agreed mitigating
actions to resolve any weaknesses
identified.
30
C&C Group plc Annual Report 2023
Principal Risk Matrix
High
7
11
13
8
1
2
14
6
4
9
3
5
12
Low
Low High
Impact
Likelihood
1. Regulatory / Social Attitude Changes to Alcohol
2. Economic & Geopolitical
3. Sustainability & Climate Change
4. Change in Customer Dynamics &
Group Performance
5. People & Culture
6. Health & Safety
7. Product Quality & Safety
8. Supply Chain Operations, Costs and Inflation
9. Information Technology
10. Cyber Security & Data Protection
11. Business Growth, Integration and
Change Management
12. Compliance with Laws & Regulations
13. Brand & Reputation
14. Financial & Credit
10
Changes to the Principal Risks
The FY2023 overall risk assessment
process identified a number of risks that
have increased since the prior year and as
a result have an impact on the overall risk
profile of the Group. These include:-
Financial and Credit
Economic instability is increasing the risk
of bad debt/default and cost of capital
pressures. The profitability of some of our
customers and suppliers is being adversely
affected by the macro environment and
consumer spending;
Change in Customer Dynamics and
Group Performance
In addition to the profitability of some of our
suppliers and customers being adversely
affected by the macro environment and
consumer spending, the rapid increase
in interest rates to counter inflation might
adversely affect customer behaviour
and reduce profitability. Likewise, the
introduction of the deposit return scheme
(‘DRS’) in Scotland and in Ireland in 2024,
and other legislation developments such
as the introduction of Minimum Unit Pricing
in Scotland and Ireland, may influence
customer behaviour;
Economic and Geopolitical
The continued industrial action in the UK
is increasing uncertainty and the speed
of change across markets. Moreover,
geopolitical changes could impact
negatively upon commodity pricing (such as
oil and gas, and raw materials).
Cyber Security and Data Protection.
There is an increased threat of state-
sponsored cyber attacks.
In addition, the Group implemented a
complex Enterprise Resource Planning
(‘ERP’) transformation in February 2023
in the Matthew Clark and Bibendum
(‘MCB’) business, further aligning and
streamlining our technology infrastructure
across the Group. This is a key step in our
digital transformation and optimisation
of the business which will enable further
automation and simplification of our
business processes.
The implementation of the ERP has taken
longer and has been significantly more
challenging and disruptive than originally
envisaged, with a consequent material
impact on service and profitability within
MCB. Service levels had largely returned
to normal levels by the end of March 2023,
however continuing system implementation
challenges, impacted by greater seasonal
trading volume, saw a deterioration in
service levels in April 2023. An improvement
through May 2023 is being achieved by
investing in material additional cost and
resources, ahead of a system fix being
implemented to restore service to normal
levels permanently.
We currently expect a one-off impact of
c.€25 million associated with the ERP
system disruption in FY2024, reflecting the
cost associated with restoring service levels
and lost revenue. There is expected to be
a consequential increase in working capital
in FY2024, however net debt / adjusted
EBITDA is expected to remain within our
stated range of 1.5x to 2.0x. Excluding the
impact on MCB, the Group is currently
performing in line with expectations for
FY2024 and the Board is confident in the
Group’s medium and long-term strategy
and prospects.
Emerging Risks
As part of our overall risk assessment
process and in line with the Code, the
Group captures and monitors areas of
uncertainty which, while not having a
significant impact on the business currently,
have the potential to adversely impact the
Group in the future. These are considered
to be emerging risks.
Following the FY2023 risk assessment no
new emerging risks were identified.
The monitoring of existing and identification
of new emerging risks are an ongoing focus
for the Group.
Risk Appetite
Risk appetite promotes consistent, “risk-
informed” decision-making aligned with
strategic aims, and it also supports robust
corporate governance by setting clear risk-
taking boundaries.
For each of the principal risks, the Group’s
risk appetite has been considered when
determining the nature and extent of the
key control mechanisms in place and the
level of assurance required. The Board
and the Audit Committee receive regular
reports from key functions such as health
and safety, finance, legal, IT, internal audit,
HR and ESG. Where the level of assurance
obtained is not considered to adequately
reflect the stated risk appetite, then
increased assurance activity is introduced.
Corporate Governance
Business & Strategy Financial Statements
31
Strategic Report - Management of Risks and Uncertainties
(continued)
Principal Risks and Uncertainties
During the year, the Audit Committee and the Board carried out a robust assessment of the principal risks facing the Group, including
those that would threaten its business model, future performance, solvency or liquidity. The principal risks and uncertainties set out on
pages 32 to 38 represent the principal uncertainties that the Board believes may impact the Group’s ability to effectively deliver its strategy
and future performance. The list does not include all risks that the Group faces and it does not list the risks in any order of priority. The
actions taken to mitigate the risks cannot provide assurance that other risks will not materialise and adversely affect the operating results
and financial position of the Group. These principal risks are incorporated into the modelling activity performed to assess the ability of the
Group to continue in operation and meet its liabilities as they fall due for the purposes of the Viability Statement on page 38.
Risk and Uncertainties
Impact Mitigation
Risk
Trend
Regulatory and Social Attitude Changes to Alcohol
The Group may be adversely affected
by changes in government regulations
affecting alcohol pricing (including duty,
and potential alignment of cider and
beer duties and extended producer
responsibility), sponsorship or advertising.
The Group and business units continue to engage with trade bodies, NGOs and UK, Irish
and Scottish governments to ensure any proposed changes to legislation and restrictions are
appropriate within the industry.
The Group is actively involved with key trade bodies in UK and Ireland and has participated in
Government consultations and round table sessions with Ministers and officials on topics including
UK Alcohol Duty Review, Minimum Unit Pricing (Scotland), DRS (Scotland and Republic of Ireland)
and Alcohol Marketing Restrictions (Scotland).
Within the context of supporting responsible drinking initiatives, the Group supports the work
of its trade associations to present the industry’s case to government. C&C also adheres to the
responsible promotion of alcohol and all legislation, and the self- and co-regulatory codes in the
UK and Ireland (Portman, CAP/BPAC and CopyClear). C&C are also members of Drinkaware and
Drinkaware.ie, the alcohol education charities.
The Group has developed low and zero alcohol variants of our brands. This combined with our
ability to distribute the broadest range of third-party low and zero alcohol options allows C&C to
address legislation and possible duty increases as well as meet the needs of consumers looking to
moderate their drinking.
Economic and Geopolitical
Our business, financial results and
operations may be adversely affected by
economic or geopolitical instability and/or
uncertainty, such as the continuing conflict
and humanitarian crisis in Ukraine.
The Group’s performance is also impacted
by potential recessions, inflation, exchange
rates, taxation rates and social unrest.
The Board and management will continue to consider the impact on the Group’s businesses,
monitor developments and engage with the British, Irish and Scottish governments to help ensure a
manageable outcome for our businesses.
Group businesses are active members in respected industry trade bodies in the UK and Ireland
including being a steering committee member of the UK all-party Parliamentary Beer Group.
On an ongoing basis, the Group seeks, where appropriate, to mitigate currency risk through
hedging and structured financial contracts and take appropriate action to help mitigate the
consequences of any decline in demand within its markets.
We have implemented action plans to protect the profitability and liquidity of the Group and mitigate
a significant proportion of our cost base. We continue to review our cost base for additional
savings.
We remain vigilant to changes in local jurisdictions and retain the flexibility to take appropriate
mitigating action as necessary.
32
C&C Group plc Annual Report 2023
Risk Movement
New
No change
Increasing
Decreased
Impact Mitigation
Risk
Trend
Sustainability and Climate Change
The Group recognises the significant
environmental challenges the world
faces due to a changing climate and the
implications that this can have for our
business and supply chains.
Physical climate impacts and related
policy and/or market changes may disrupt
our operations or impact demand for our
products.
Failure to implement policies and meet
required sustainability and ethical
standards and social perceptions could
significantly impact C&C’s reputation as
well as potentially impact future growth.
The Group has established a strong governance model which includes an ESG Committee
responsible for the delivery of our ESG strategy. Ambitious targets are in place with regard to
reducing the carbon footprint of our operations, our water usage, waste and also the use of single
use plastics. Our Clonmel and Bristol sites continue to be ISO 14001 accredited for an effective
environmental management system.
A materiality assessment exercise, in line with the Global Reporting Initiative, was started during
the year to ensure that the Group’s ESG priorities remain aligned with the views of our key
stakeholders.
The Group has pledged to be a carbon-neutral business by 2050 at the latest. We have set our
emissions reduction targets which are grounded in climate science and validated by the Science
Based Targets initiative (‘SBTi’) in February 2023. We are committed to reduce our absolute
Scope 1 and Scope 2 greenhouse gas emissions by 35% by 2030 (versus a FY2020 base year).
To achieve our target of reducing our Scope 3 emissions by 25% (versus a FY2020 base year)
by 2030, we have also committed that suppliers and customers making up 67% of our Scope 3
emissions, will have science-based targets in place by 2026. The Group is working with the Carbon
Disclosure Project (‘CDP’) on their supplier screening process to support and encourage suppliers
and customers to set and share science-based targets for their own emissions.
A cross functional team has been established to continue our alignment with the Task Force on
Climate-Related Financial Disclosures (‘TCFD’) guidance. An external party has been engaged to
support this process. For FY2023, the team has carried out a scenario scoping exercise for five
climate risks and two opportunities to provide a quantitative assessment of the potential range of
outcomes and associated financial impact for C&C.
We continue to embed climate considerations into our overall strategic planning and investment
appraisal process.
Sustainability and climate related metrics were included as part of the Long-Term Incentive Plan
(‘LTIP’) for Executive Directors in FY2022 and again in FY2023. We have established a Risk and
Compliance Committee which is responsible for monitoring the Sustainability and Climate Change
risk. This committee is composed of executives and various levels of management from across the
Group. The Risk Committee for Sustainability and Climate Change reports to the Audit Committee;
however, we are in the process of evaluating and developing additional reporting lines which will
see the Risk Committee for Sustainability and Climate Change reporting to the ESG Committee
twice a year in order to improve our oversight of climate-related risks and opportunities.
The Group has established an Ethical and Sustainable Procurement Steering Committee to ensure
that suppliers adopt a strong approach to corporate social responsibility. Suppliers are reviewed
and assessed both on an ongoing basis and as part of new tenders to ensure they adhere to C&C’s
Code of Conduct and Modern Slavery policies and that sustainability and ethical practices are a
fundamental part of their operations.
Customer and Consumer Dynamics and Group Performance
Consumer preference may change, new
competing brands may be launched and
competitors may increase their marketing
or change their pricing policies. Failure to
respond to competition and/or changes
in customer preferences could have an
adverse impact on sales, profits and cash
flow within the Group.
In the post pandemic environment there is
a smaller on-trade universe and possible
reduced value pool for the on-trade.
The rapid increase in interest rates
to counter inflation may adversely
affect customer behaviour and reduce
profitability. Deposit return schemes are
planned to come into force in Scotland
in March 2024 and in Ireland in February
2024, impacting consumer behaviour.
Through diversification, innovation and strategic partnerships, we are developing our product
portfolio to enhance our offering of niche and premium products to satisfy changing consumer
requirements including the production of low alcohol and non-alcoholic variants of our brands.
The Group has a programme of brand investment, innovation and product diversification to
maintain and enhance the relevance of its products in the market.
Brand health surveys, which provide an understanding of consumer and customer perception of
our brands, are used to inform and enhance our market offerings.
Contracts may be renegotiated. We continue to focus on retention and new sales opportunities as
customers move to more resilient and “best in class” operations.
The Group has established cross-functional working groups to engage with all stakeholders to plan
effectively for the implementation of the DRS in Scotland and Ireland.
Corporate Governance
Business & Strategy Financial Statements
33
Impact Mitigation
Risk
Trend
People and Culture
The Group’s ability to attract, develop,
engage and retain a diverse, talented
and capable workforce is critical if the
Group is to continue to compete and grow
effectively.
Failure to continue to evolve our culture,
diversity and inclusion could impact our
reputation and delivery of our strategy.
The Group seeks to mitigate this risk through employment policies and procedures, as well as
ongoing enhancements of pay and conditions, including benchmarking remuneration packages to
ensure market competitiveness, broadening the scope of variable elements of remuneration and
the development of retention and succession plans for critical roles.
The Group’s approach to talent management and executive succession planning is regularly
reviewed by the Group Executive Committee and is overseen by the ESG, Nomination Committee
and the Board.
The Board and the Executive team have a vital role in shaping and embedding a healthy corporate
culture, which continues to be a focus. Culture is monitored and assessed by the ESG Committee
and the Board.
A key focus of the Group’s sustainability agenda is to build a purpose led, culturally diverse,
engaged and inclusive workforce, where our people can be at their best, contribute to the Group’s
success and realise their career ambitions. Progress is monitored through KPIs and a six monthly
Group wide employee engagement survey. Our Employee Representative Groups (‘ERGs’) remain
key in evolving our culture, with each group having an executive sponsor. Our Diversity, Equity and
Inclusivity group continues to champion greater diversity throughout the Group.
The Group implemented a complex ERP transformation in February 2023 in the MCB business,
further aligning and streamlining our technology infrastructure across the Group. This is a key step
in our digital transformation and optimisation of the business which will enable further automation
and simplification of our business processes. The implementation of the ERP has taken longer and
has been significantly more challenging and disruptive than originally envisaged, with a consequent
material impact on service and profitability within MCB, which in turn has put employees working
on the project under significant pressure. More details can be found on page 85.
Health and Safety
A health and safety related incident could
result in serious injury to the Group’s
employees, contractors, customers and
visitors, which could adversely affect
our operations and result in criminal
prosecution, civil litigation and damage to
the reputation of the Group and its brands.
.
The Group has a Health, Safety and Environmental (‘HSE’) team who work closely with
management to ensure that the Group complies with all health, safety and environmental laws and
regulations with ongoing monitoring, reporting and training.
The Group has established protocols and procedures for incident management and product recall
and mitigates the financial impact by appropriate insurance cover.
Management meetings throughout the Group feature a health and safety update as one of their first
substantive agenda items. The Group has policies, procedures and standards in place to ensure
compliance with legal obligations and industry standards.
Our support for mental health and wellbeing has further increased this year, with a significant
further expansion of our Mental Health First Aider population and investment in a range of
resources.
Product Quality and Safety
The quality and safety of our products is
of critical importance and any failure in
this regard could result in a recall of the
Group’s products, damage to brand image
and civil or criminal liability.
The Group has implemented quality control and technical guidelines which are adhered to across
all sites. Group Technical continually monitor quality standards and compliance with technical
guidelines.
The Group also has quality agreements with all raw material suppliers, setting out our minimum
acceptable standards. Any supplies which do not meet the defined standards are rejected and
returned.
The Group has enacted specific business continuity plans and a range of measures to protect
the business in line with the advice of governments and local health authorities to ensure the safe
production and distribution of the Group’s products.
Our Clonmel and Bristol sites continue to be ISO14001 accredited for an effective environmental
management system. Our Clonmel and Wellpark manufacturing sites have the highest standard of
BRC accreditation of AA+ achieved in October 2022 and March 2023 respectively.
Strategic Report - Management of Risks and Uncertainties
(continued)
34
C&C Group plc Annual Report 2023
Impact Mitigation
Risk
Trend
Supply Chain Operations, Costs and Inflation
Circumstances such as the prolonged
loss of a production or storage facility,
disruptions to supply chains or critical
IT systems and reduced supply of raw
materials may interrupt the supply of the
Group’s products, adversely impacting
results and reputation.
An increased number of disruptive events
have posed the risk of an interruption
to the supply of raw materials or to
the effective operation of the Group’s
manufacturing facilities.
Also, there is a risk of increased input
costs due to poor harvests and price of
inputs. The continuing conflict in Ukraine
has contributed to heightened uncertainty
and inflationary pressures.
The Group seeks to mitigate the operational impact of such events through business continuity
plans, which are tested regularly to ensure that interruptions to the business are prevented or
minimised and that data is protected from unauthorised access, contingency planning, including
involving the utilisation of third-party sites and the adoption of fire safety standards and disaster
recovery protocols. The Group seeks to mitigate the financial impact of such an event through
business interruption and other insurance covers.
Enhancement of business continuity planning launched to enhance the visibility of our key
dependencies, our key threats and solution design. The Group works closely with its suppliers to
protect the integrity and consistency of supply of raw materials.
The Group seeks to minimise input risks through sustainable sourcing and long‐term or fixed price
supply agreements, where applicable. The Group continues to assess inflationary and other supply
chain pressures and impacts on product pricing and will continue to work with our suppliers to
identify opportunities to improve supply chain resilience and to selectively pre-purchase products in
order to ensure continuity of supply.
The Group does not seek to hedge its exposure to commodity prices by entering into derivative
financial instruments.
During February 2023, the Group implemented a complex ERP transformation in February 2023
in the MCB business, further aligning and streamlining our technology infrastructure across
the Group. The implementation of the ERP has taken longer and has been significantly more
challenging and disruptive than originally envisaged. More details can be found on page 85.
Information Technology
The Group relies on robust IT systems and
supporting infrastructure to manufacture
and trade effectively. Any significant
disruption or failure of key systems could
result in business disruption and revenue
loss, accident or misappropriation of
confidential information.
Failure to properly manage existing
systems, or the implementation of new
IT systems may result in increased costs
and/or lost revenue, and reputational
damage.
Monitoring and alerting of availability of critical technologies and their inter-dependencies.
IT change management process is embedded to assess risk of all changes to technology including
changes made by third-party providers. Critical IT Technologies are either cloud-hosted, hosted
across two data centres or at third party provider locations with necessary fall over protocols and
security perimeters in place.
Incident management teams are in place 24/7 to manage low level IT incidents. If there is a major
incident or an escalation of an incident that has a wider impact on other parts of the business and
stakeholders, then it can be escalated into the IT major incident management team to respond
rapidly, with defined escalation and communication with the crisis management framework, via the
network duty manager.
During February 2023, the Group implemented a complex ERP transformation in February 2023
in the MCB business, further aligning and streamlining our technology infrastructure across
the Group. The implementation of the ERP has taken longer and has been significantly more
challenging and disruptive than originally envisaged. More details can be found on page 85.
Risk Movement
New
No change
Increasing
Decreased
Corporate Governance
Business & Strategy Financial Statements
35
Impact Mitigation
Risk
Trend
Cyber Security and Data Protection
Failure or compromise of our IT
infrastructure or key IT systems may result
in theft, loss of information, inability to
operate effectively, financial or regulatory
penalties, loss of financial control and
a negative impact on our reputation.
Failure to comply with legal or regulatory
requirements relating to data security
(including cyber security) or data privacy
in the course of our business activities,
may result in reputational damage, fines
or other adverse consequences, including
criminal penalties and consequential
litigation, adverse impact on our financial
results or unfavourable effects on our
ability to do business.
There is a constant threat of significant
and sophisticated cyber-attacks including
phishing, ransom ware, malware and
social engineering.
Using personal data in a non-compliant
manner (whether deliberately or
inadvertently) may exacerbate the impact
of security incidents.
The Group undertakes a regular security assurance programme, testing controls, identifying
weaknesses and prioritising remediation activities where necessary. This includes periodic best
practice specialist security testing by a leading third-party provider and regular system scanning to
identify security weaknesses. Issues are assessed for risk and are comprehensively managed as
part of the Group’s risk management programme. The Board and Audit Committee is presented
with regular detailed Information Security Reports by the Group Technology and Transformation
Director and Group Head of IT, which includes recommendations for further reinforcements, and
a roadmap for further risk reduction. As a demonstration of our commitment to tackling cyber
security we are currently pursuing Cyber Essentials Plus accreditation from the National Cyber
Security Centre.
A data and cyber risk governance structure exists including an IT and data protection risk
committee to regularly review the data and cyber risk landscape and determine required action to
take place to manage risk effectively. Cyber security is a major focus area for the Board and Audit
Committee who receive regular updates from the Group Transformation and Technology Director.
A specialist external IT security team undertake a 24/7 security monitoring service, a vulnerability
management programme, a software review process, supply chain partner audits, a data loss
prevention programme and identity governance controls amongst other initiatives including asset
management, a comprehensive patching schedule and consolidation of our IT Infrastructure.
During FY2023 we continued our ongoing programme of investment in cyber security controls
which included Endpoint Detect and Respond, Cloud Access Security Broker, Domain based
Message authentication, Reporting and Conformance, email authentication and enhanced data
loss prevention controls.
Business continuity, disaster recovery and crisis management plans are in place and tested on a
regular basis.
We continue to prioritise several initiatives to further minimise the risk profile, including employees
receiving regular online cyber security training and ongoing awareness is promoted through
monthly phishing training and other initiatives to keep employees abreast of new and emerging
threats.
Policies are in place regarding the protection of both business and personal information, with
support from the Group Data Protection Officer.
During February 2023, the Group implemented a complex ERP transformation in February 2023
in the MCB business, further aligning and streamlining our technology infrastructure across
the Group. The implementation of the ERP has taken longer and has been significantly more
challenging and disruptive than originally envisaged. More details can be found on page 85.
Business Growth, Integration and Change Management
Business integration and change that
are not managed effectively could result
in unrealised synergies, poor project
governance, poor project delivery,
increased staff turnover, erosion of value
and failure to deliver growth.
Significant projects and acquisitions have formal leadership and project management
teams to deliver integration.
Regular Group communications ensure effective information, engagement and feedback
flow to support cultural change.
The Executive Management team oversees change management and integration risks
through regular meetings.
During February 2023, the Group implemented a complex ERP transformation in February
2023 in the MCB business, further aligning and streamlining our technology infrastructure
across the Group. The implementation of the ERP has taken longer and has been
significantly more challenging and disruptive than originally envisaged. More details can be
found on page 85.
Strategic Report - Management of Risks and Uncertainties
(continued)
36
C&C Group plc Annual Report 2023
Impact Mitigation
Risk
Trend
Compliance with Laws and Regulations
The Group operates in an environment
governed by strict and extensive
regulations to ensure the safety and
protection of customers, shareholders,
employees and other stakeholders.
These laws and regulations include
hygiene, health and safety, the rules
of the London Stock Exchange and
competition law. Changing laws and
regulation may impact our ability to market
or sell certain products or could cause
the Group to incur additional costs or
liabilities that could adversely affect its
business. Moreover, breach of our internal
global policies and standards could
result in severe damage to our corporate
reputation and/or significant financial
penalties.
The Company Secretary and Group General Counsel is a member of the Executive Committee
and is supported by appropriately skilled in-house legal, data protection and company
secretarial resource, with further support provided by external lawyers and advisors.
Changes in laws and regulations are monitored, with policies and procedures being updated
as required to ensure compliance with regulations and legislation, providing updated
documentation, training and communication across the Group.
The Group’s Code of Conduct and supporting policies, clearly define the standards and
expectations for all employees and third parties.
A mandatory online employee compliance programme is in place to embed employees’
understanding of key compliance risks.
The Group’s Vault whistleblowing service, managed and facilitated by an independent third-
party, is available to all employees to raise concerns regarding suspected wrongdoings or
unethical behaviours. All calls are followed up and investigated fully with all findings reported to
the Board.
The Group maintains appropriate internal controls and procedures to guard against economic
crime and imposes appropriate monitoring and controls on subsidiary management.
Brand and Reputation
The Group faces considerable risk if
we are unable to uphold high levels of
consumer awareness service, retain and
attract key associates and sponsorships
for our brands, or if we have inadequate
marketing investment to support our
brands.
Maintaining and enhancing brand image
and reputation through the creation
of strong brand identities is crucial for
sustaining and driving revenue and profit
growth.
Capability in digital marketing means there
is a risk of losing voice and ultimately
brand awareness/advocacy with target
consumers and trade customers.
The introduction of DRS in Scotland and
Ireland in 2024 presents a reputational risk
if not implemented correctly.
To mitigate this risk, C&C has defined values and goals for all our brands. These form the
foundation of our product and brand communication strategies.
Central to all our brand image initiatives is ensuring clear and consistent messaging to our
targeted consumer audience.
Executive Management, Group Legal and internal and external PR consultants work together
to ensure that all sponsorship and affiliations are appropriate and protect the position of our
brands.
The Group is monitoring the impact of the rapidly changing trading environment on the
Group’s brands and will make necessary investment decisions to protect the Group’s brand
health scores and reputation.
During February 2023, the Group implemented a complex ERP transformation in February
2023 in the MCB business, further aligning and streamlining our technology infrastructure
across the Group. The implementation of the ERP has taken longer and has been significantly
more challenging and disruptive than originally envisaged. More details can be found on page
85.
On time in full rates are tracked weekly as a measure of customer service in our distribution
business.
Risk Movement
New
No change
Increasing
Decreased
Corporate Governance
Business & Strategy Financial Statements
37
Strategic Report - Management of Risks and Uncertainties
(continued)
Impact Mitigation
Risk
Trend
Financial and Credit
The Group is subject to a number of
financial and credit risks such as adverse
exchange and interest rate fluctuations,
availability of supplier credit, credit
management of customers and possible
increase to pension funds deficits and
cash contributions.
Government and central bank policy can
also adversely impact Group results and
re-financing. Economic instability may
increase the risk of bad debts.
Non-conformities of accounting and
financial controls could impair the
accuracy of the data used for internal
reporting, decision-making and external
communication.
The Group seeks to mitigate currency risks, where appropriate, through hedging and structured
financial contracts to hedge a portion of its foreign currency transaction exposure. It has not
entered into structured financial contracts to hedge its translation exposure on its foreign
acquisitions.
The Group manages pension risk through continuous monitoring, taking professional advice on the
optimisation of asset returns within agreed acceptable risk tolerances and implementing liability‐
management initiatives.
A range of credit management controls are in place which are regularly monitored by management
to minimise the risk and exposure. Credit limits are regularly reviewed in response to changing
market conditions.
A range of key internal financial controls, such as segregation of duties, authorisations and detailed
reviews are in place with regular monitoring by management to ensure the accuracy of the data for
reporting purposes.
During February 2023, the Group implemented a complex ERP transformation in February 2023
in the MCB business, further aligning and streamlining our technology infrastructure across
the Group. The implementation of the ERP has taken longer and has been significantly more
challenging and disruptive than originally envisaged, with a consequent material impact on service
and profitability within MCB. More details can be found on page 85.
Assessment of the Group’s
Prospects
Going Concern
In adopting the going concern basis for
preparing these financial statements, the
Directors have considered the Group’s
business activities, together with factors
likely to affect its future development
and performance, as well as the Group’s
principal risks and uncertainties.
The Directors assessed the Group’s
cash flow forecasts for the period ending
31 August 2024 (the going concern
“assessment period”). The cash flows
included various stress testing scenarios.
These scenarios stress volume and working
capital outflows to reflect the potential
impact, to varying degrees, of a deepening
recessionary environment including the
impact of further inflation and interest rate
increases on customer and consumer
spending. The Group is satisfied that there
is sufficient headroom in the financial
covenants under current facilities under
each scenario.
The Group’s scenarios assume:-
• A base case projection using internally
approved forecast and strategic plans,
which reflect the external economic
environment;
• A downside and a severe downside
scenario which assesses the potential
impact on volume and working capital of
a deepening recessionary environment
including the impact of further inflation
and interest rate increases on customer
and consumer spending.
Overall conclusion
Having considered these scenarios, the
Group’s banking facilities, the ongoing
inflationary pressures within the macro
economy and the funding requirements
of the Group, the Directors are confident
that headroom under our banking facilities
remains adequate, future covenant tests
can be met, and there is a reasonable
expectation that the business can meet
its liabilities as they fall due for a period
of greater than 12 months (being an
assessment period of 15 months) from the
date of approval of the Group Financial
Statements. For these reasons the Directors
continue to adopt the going concern basis
of accounting in preparing the Group’s
financial statements and no material
uncertainty has been identified.
Viability Statement
As set out in Provision 31 of the UK
Corporate Governance Code, the Directors
have carried out a rigorous review of the
prospects of the Group and its ability to
meet its liabilities as they fall due over the
medium-term. Specifically, the Directors
have assessed the viability of the business
over a three-year period to February 2026.
In conducting the assessment the Directors
have taken account of the Group’s current
position and prospects, the Group’s
strategy, the Board’s risk appetite and the
Group’s Principal Risks and Uncertainties
as set out above and how these are
identified, managed and mitigated. Based
on this assessment, which includes a
robust assessment of the potential impact
that these risks would have on the Group’s
business model, future performance,
solvency and liquidity, the Directors have a
reasonable expectation that the Group will
be able to continue in operation and meet
its liabilities as they fall due over the three-
year period to February 2026.
38
C&C Group plc Annual Report 2023
Risk Movement
New
No change
Increasing
Decreased
Group’s strategic planning process
The Board considers annually a three-
year, bottom-up strategic plan and a more
detailed budget is prepared for the following
year. Current-year business performance is
reforecast during the year. The most recent
financial plan was approved by the Board
in February 2023. The plan is reviewed and
approved by the Board, with involvement
from the Group CEO, Group CFO and the
management team. Part of the Board’s
role is to consider the appropriateness of
key assumptions, considering the external
environment, business strategy and model.
Period of Assessment
The Directors have determined that the
three-year period to February 2026 is an
appropriate period over which to provide
its viability statement. This period has been
considered for the following reasons:
• The business model can be evolved for
significant changes in market structure
or government policy over the three-year
period;
• For major investment projects three
years is considered by the Board to
be a reasonable time horizon for an
assessment of the outcome;
• The Group’s strategic planning cycle
covers a three-year period; and
• The Directors believe that this presents
the Board and readers of the Annual
Report with a reasonable degree of
confidence over this longer-term outlook.
Viability Assessment
The Directors’ assessment of the Group’s
viability has been made with reference to
FY2023 performance and the budget for
FY2024.
The Board reviewed the assessment of the
Group’s prospects made by management,
including:
• The development of a rigorous
planning process, the outputs of which
are comprised of a strategic plan, a
consolidated financial forecast for the
current year and financial projections for
future years covering the period of the
plan;
• A comprehensive review of the strategic
plan as part of its annual strategy
review, with regular monitoring of the
achievement of strategic objectives taking
place at each Board meeting;
• Assumptions are built at both Group
and business unit levels and are subject
to detailed examination, challenge and
sensitivity analysis by management and
the Directors;
• A consideration of how the impact of one
or more of the Group’s Principal Risks
and Uncertainties, could materially impact
the Group’s performance, solvency or
liquidity; and
• The impact of climate change on the
Financial Statements. The assessment
concluded that climate change is not
expected to have a material impact on
the viability of the Group in the short
term. An in-depth assessment of climate
risk has been conducted in the past 12
months, including a further scenario
scoping exercise of the climate risk
and opportunities and a quantitative
assessment of the potential range of
outcomes and associated financial
impact on the Group. See pages 40 to 49
for an overview of our work on TCFD.
These considerations include external
factors such as the impacts of the expected
high levels of inflation, lower economic
growth, particularly in our key areas of
operation, unfavourable currency exchange
rate movements, increased regulations
and internal factors such as the strategic
plan under-delivering, the loss of a key
production site or a health and safety
related event. These considerations also
considered additional mitigating measures
available to the Group, including the
ability to reduce capital expenditure and
the potential availability of additional debt
facilities. As at 28 February 2023, the Group
had total undrawn committed credit facilities
of €355.0m, and €115.3m cash net of
overdrafts.
The Audit Committee reviews the output of
the viability assessment in advance of final
evaluation by the Board. Having reviewed
these elements, current performance,
forecasts, debt servicing requirements,
total facilities and risks, the Board has a
reasonable expectation that the Group
has adequate resources to continue in
operation, meet its liabilities as they fall due
and retain sufficient available cash across
the assessment period.
The Board therefore has a reasonable
expectation that the Group will remain
viable over the period of assessment.
Strategic Report Approval
The Strategic Report, outlined on pages
2 to 79, (including the assessment of
the Group’s prospects as set out above)
incorporates the Highlights, the Business
Profile and Key Performance Indicators,
the Chair’s Statement, the Group Chief
Financial Officer’s report, the Sustainability
Report and the Management of Risks and
Uncertainties section of this document.
This report was approved by the Board of
Directors on 24 May 2023.
Mark Chilton
Company Secretary
Corporate Governance
Business & Strategy Financial Statements
39
TCFD Disclosure
Response to Climate Change
Following the first disclosure last year
in line with the Task Force on Climate-
related Financial Disclosures (‘TCFD’)
Recommendations, the Group continued
to factor climate change into strategic
considerations in a formalised and robust
manner, including, but not limited to,
carrying out a quantitative scenario analysis.
In accordance with Listing Rule 9.8.6R(8),
we are required to include a statement
in this Annual Report and Financial
Statements setting out whether the Group
has included climate-related financial
disclosures consistent with the TCFD
Recommendations and Recommended
Disclosures (‘TCFD Recommendations’).
We have included climate-related financial
disclosures in this Annual Report and
Financial Statements consistent with the
TCFD Recommendations, except for the
following:
• Formally embedding climate-related risks
and opportunities (‘CROs’) within our
strategy and financial planning through
the use of quantitative scenario analysis
(Recommendations Strategy (b))
• Identifying and monitoring metrics and
targets aligned to all of the climate-
related risks and opportunities that
were identified as part of our qualitative
scenario analysis (Recommendation
Metrics & Targets (a) and (c)).
Our climate-related disclosures are set out
below. This is the second year we have
used the TCFD framework to support our
reporting and we are committed to ensuring
that we continue to improve our climate-
related disclosures over the coming years.
Governance
C&C’s Board of Directors has the ultimate
responsibility for overseeing the Group’s
climate-related risks and opportunities
and for ensuring that climate change
considerations are considered when
reviewing and guiding the Group’s
strategy, when undertaking major plans
of action or capital expenditures.
Moreover, climate change is also
integrated into decisions regarding C&C’s
annual budgets, business plans and
performance objectives. The Group is
committed to ensuring climate-related
issues are considered when setting the
Group’s risk management policies going
forward, as discussed within the Risk
Management section of this report on
page 33.
During the year, the Board has continued
to receive training on climate scenario
analysis and the strategic considerations
for C&C. A quantitative scenario analysis
was carried out starting in Q4 of FY2023
and into Q1 of FY2024 and the results were
presented to the Board in March 2023 and
the ESG Committee in May 2023.
During the remaining months of 2023,
we intend to carry out additional detailed
training on ESG and climate change as well
as the associated risks and opportunities,
to increase our leadership’s knowledge,
understanding and awareness of climate-
related issues.
The ESG Committee has delegated
responsibility from the Board over some
elements of oversight of climate change.
Please see pages 105 to 107 for the
Environmental, Social and Governance
Committee Report which contains its
responsibilities and matters considered
during the year. The Chair of the ESG
Committee is responsible for providing
the Board with an update around all ESG
matters, including climate change. The ESG
Committee is supported by a number of
other Committees and Working Groups:
Board of Directors
Executive
Committee
Risk Committees
(including the Risk Committee
for the Sustainability &
Climate Change principal risk)
ESG Working Group
ESG Champions
Audit
Committee
Nomination
Committee
Remuneration
Committee
ESG
Committee
Executive
Directors
Board level
Management level
Existing reporting lines
Planned reporting lines
40
C&C Group plc Annual Report 2023
Risk & Compliance Committee:
Starting from FY2021, Sustainability and
Climate Change has been identified as a
principal risk for C&C, and therefore a Risk
Committee for Sustainability and Climate
Change was set up and is responsible for
monitoring and managing climate change,
including reviewing the climate-risks and
opportunities identified on a yearly basis.
The Risk Committee for Sustainability
and Climate Change reports to the Audit
Committee and is composed of executives
and various levels of management from
across the Group. During FY2023, the Risk
Committee for Sustainability and Climate
Change met four times.
Following a review of the internal reporting
lines, the Group is reviewing the frequency
at which the Committee will be meeting in
future, as well as establishing additional
reporting lines to the ESG Committee.
ESG Working group: This is a core working
group focused on initiating and overseeing
projects related to ESG matters. Supporting
the ESG working group are a group of
ESG Champions across the business. The
responsibilities of the Champion’s role focus
on providing upward feedback on ESG
initiatives to the ESG Committee.
During the year, to support our Supply
Chain Screening approach, CDP delivered
training to C&C Procurement and
Commercial colleagues on how supply
chain screening and collaborating with
suppliers and customers can play a vital
role in tackling environmental harm and
achieving global climate goals. We intend
to roll out further training on climate-related
matters to key colleagues including ESG
Champions and Procurement / Buying
teams so that they will be able to contribute
towards the update of risk registers and the
identification of climate-related risks.
Strategy
The Group has pledged to be a carbon-
neutral business by 2050 at the latest. We
have grounded our emissions reduction
targets in climate science through the
Science Based Targets initiative (‘SBTi’),
which have been validated in FY2023 as
discussed on page 63 of the Responsibility
Report.
Our Approach to Identifying Climate-
related Risks and Opportunities
In FY2023, we collaborated with external
consultants to support us in carrying out a
quantitative scenario analysis on the CROs
that had been identified during FY2022
to further understand and to quantify
the impact that climate-related risks and
opportunities could have on the Group.
The Risk Committee for Sustainability and
Climate Change, as per their Terms of
Reference, have reviewed the CROs that
had been identified during FY2022 and
determined that they are still relevant to the
business, and that no further changes were
required for FY2023.
The Environmental, Social and Governance Committee Report on pages 105 to 107
contains details on the ESG related metrics considered by the Committee. In relation to
climate change, these remain unchanged from FY2022 and include the following metrics:
Metric Target Relevant to
Reductions in kWh per
hectolitre (intensity metric)
+ total kWh (absolute
metric) across each
production site, as part of
a wider suite of site-level
performance metrics
These activities are linked
to our overall corporate
emissions reduction
targets. The incentive
scheme applies to all
employees who work
within our production sites
Subset of employees
(working in our major
manufacturing sites, for
which carbon reduction
targets have been set)
Carbon reduction for the
Group
The Group has set a target
to reduce its Scope 1
emissions and Scope 2
emissions
1
over the three
financial years ending with
FY2024 as follows:
Threshold - 6% reduction
Maximum - 12% reduction
Executive Directors
1. Scope 1: direct emissions from owned or controlled sources, which includes emissions from Group-owned or
operated facilities and vehicles.
Scope 2: indirect emissions from the generation of purchased energy e.g., electricity, steam, heat, and cooling.
These CROs were identified in FY2022
through workshop sessions involving
external consultants and a range of key
stakeholders within C&C, and utilised the
existing Risk Management framework (as
described on pages 30 to 31 of the Annual
Report) to assess the impact and the
likelihood associated with each CRO. The
time horizons were reviewed in order to take
into account the fact that climate change
will manifest itself over a longer period of
time. The time frames, which focus on when
the identified CRO is likely to begin having a
significant impact on the Group’s goals and
objectives, were approved for use by the
ESG Committee:
Time Frame Description
Short term Present day to
2025
Medium Term 2025 to 2030
Long term 2030 to 2050
Corporate Governance
Business & Strategy Financial Statements
41
TCFD CRO Category Time Horizon
Value Chain Impact and
divisional impact
Description of impact prior to
any mitigating activities being
considered
Management of risks and
opportunities
Link to relevant Metric(s) and
Targets
1. Climate Change Levy / Carbon Tax
Transition risk
- policy & legal
Transition risk
- technology
Short
term
Upstream,
Production &
distribution
Branded
Wholesale
The Group’s primary
production sites are
located in geographical
locations either with a
Carbon Tax (Ireland) or
Carbon Levy (UK). These
costs are due to increase
substantially between
now and 2030. Moreover,
the increased pricing of
greenhouse gas emissions
means that the Group’s
operational costs will
increase (e.g. heating).
The Group will reduce our
carbon emissions in line
with our SBTi target.
The Group will explore
avenues to invest in low
carbon intensity supply
chains and in cleaner
technologies.
The Group will explore
implementing a shadow
carbon price to assess
potential future financial
impacts that could arise
from proposed increases
in carbon pricing.
Scope 1, Scope
2 and Scope 3
emission and
emission reduction
targets.
Heatmap
123
4
5
6
7
Minor Moderate Significant Major Intolerable*
Remote Unlikely Possible Likely Highly Likely*
Transition risk
1. Climate Change Levy / Carbon Tax
Physical Risk
2. Effects on ingredient production
due to climate change
3. Water scarcity reduces availability
of water for production
6. Floods disrupt production and distribution
at Clonmel facility
7. Disruption to supply chain & distribution
network due to extreme weather
Opportunity
4. Invest in low carbon intensity supply
chains and distribution networks
5. Sustainable trends in consumer demand
*As defined in our Group Risk Register.
TCFD Disclosure
(continued)
Our Identified CROs
Please find below the CROs that are
most relevant for the Group, which were
determined based on the methodology
described above.
42
C&C Group plc Annual Report 2023
TCFD CRO Category Time Horizon
Value Chain Impact and
divisional impact
Description of impact prior to
any mitigating activities being
considered
Management of risks and
opportunities
Link to relevant Metric(s) and
Targets
2. Effects on ingredient production due to climate change
Physical risk -
chronic
Long
term
Raw materials
Branded
Wholesale
Changes in precipitation
patterns and extreme
variability in weather
patterns will adversely
affect barley, maize,
wheat, malt, apple and
apple juice and wine
production therefore
affecting the Group’s
supply chain and
production capabilities.
The Group has assessed
the climate related risk
to each ingredient on
an individual basis. The
results will be incorporated
into our supply chain
strategy.
CDP Supplier
Screening
programme /
Science Based
Target
Scope 3
Engagement Target
3. Water scarcity reduces availability of water for production
Physical risk -
chronic
Transition risk -
policy & legal
Long
term
Raw materials &
Production
Branded
Wholesale
Potential for long-term
changes in ground water
levels due to reduced
precipitation may affect
the availability of water
for production (the Group
uses water as both a
product ingredient and as
a plant cleaning medium)
and enhance regulatory
controls over seasonal
water extraction activities,
disrupting the Group’s
production.
Each of the Group’s
sites has an active water
management programme.
This includes an ongoing
assessment of the water
scarcity risk to each
production site.
The Group will engage
with our suppliers on
their water management
policies and establish if
they have conducted a
risk assessment which
covers climate related
water stress.
Monitoring of water
usage in C&C’s
facilities. Targets
to manage this risk
are currently being
developed by the
Group.
6. Floods disrupt production and distribution at Clonmel facility
Physical risk - acute Long
term
Production &
Distribution
Branded
Increased heavy
precipitation leading
to floods in Clonmel
facility. The occurrence
of flooding could also
cause damage to property
and halt production in
these facilities, impacting
outputs and revenue.
As a significant employer
in Tipperary in Ireland,
the Group will work with
the local authorities to
foresee and mitigate any
associated risk.
A flood risk assessment
will be conducted on the
Clonmel site in Tipperary
based on a RCP 8.5
scenario followed by the
development of a flood
management plan to
minimise any potential
business disruption.
Metrics and targets
to manage this risk
are currently being
developed by the
Group.
Corporate Governance
Business & Strategy Financial Statements
43
TCFD CRO Category Time Horizon
Value Chain Impact and
divisional impact
Description of impact prior to
any mitigating activities being
considered
Management of risks and
opportunities
Link to relevant Metric(s) and
Targets
7. Disruption to supply chain & distribution network due to extreme weather
Physical risk - acute Long
term
Upstream,
Distribution
Branded
Wholesale
Distribution channels are
exposed to more extreme
weather events leading to
financial losses through
lost revenue due to our
suppliers being unable
to deliver goods to us or
the Group being unable
to deliver goods to our
customers.
The Group will work
with our partners in our
recently launched Supply
Chain engagement
programme to review
risks and mitigations on a
longer-term time horizon.
The Group will mitigate
the operational impact
of extreme weather
events through business
continuity plans, which
will be tested regularly
against the latest
Intergovernmental Panel
on Climate Change
(‘IPCC’) scenarios.
The Group will mitigate the
financial impact of such
events through business
interruption insurance
cover.
Metrics and targets
to manage this risk
are currently being
developed by the
Group.
4. Invest in low carbon intensity supply chains and distribution networks
Transition
Opportunity
(Resource
Efficiency)
Long
term
Distribution
Branded
Wholesale
Opportunity to mitigate
the increase in production,
transportation, and
distribution cost due to the
increase in energy prices
by transitioning to lower
carbon options. This could
allow the Group to lower
costs with respect to our
competitors.
The Group will actively
assess low carbon
distribution options as the
leading final mile delivery
partner to the on-trade in
the UK and Ireland.
The Group will work
with our partners in our
recently launched Supply
Chain engagement
programme to help
them lower their carbon
emissions.
Metrics and targets
to manage this
opportunity are
currently being
developed by the
Group.
5. Sustainable trends in consumer demand
Transition
Opportunity
(Resilience and
Market)
Short
term
Sales & consumers
Branded
Strong corporate climate
change management
enhances credibility and
strengthens relationships
with stakeholders leading
to potential new revenue
opportunities. Additionally,
given that the Group’s
production, distribution,
and crop sites are
relatively close to each
other, this could have a
positive impact on carbon
labelling and reputation as
consumers increasingly
look for locally sourced,
low carbon products.
The Group will continue
to utilise in-house
consumer insight via
PROOF and external
sources to develop /
execute meaningful brand
sustainability campaigns
(“Life is Bigger than Beer”
– Tennent’s and “Save the
Bees” – Bulmers).
Metrics and targets
to manage this
opportunity are
currently being
developed by the
Group.
TCFD Disclosure
(continued)
44
C&C Group plc Annual Report 2023
In FY2023, we carried out a quantitative
scenario analysis to understand further the
impact of the identified CROs on the Group.
Following the understanding gained from
this assessment, in FY2024 we will further
develop additional targets and metrics
that will allow us to manage these risks /
leverage these opportunities, as well as
measure our progress against them.
While the above represents the risks and
opportunities that we have identified as
being the most relevant to C&C at this time,
we will continue to monitor the risks and
consider emerging CROs as new climate
data and policies emerge. We expect this
list to evolve over time. We also continue
to actively monitor the changing landscape
of sustainability reporting requirements to
ensure that we are meeting the reporting
expectations of our key stakeholders
including regulators, investors, and
customers.
Transition Plan
During FY2023, the Group’s emission
reduction targets were validated by the
Science Based Targets initiative (‘SBTi’), in
line with a well below 2°C trajectory. C&C
is committed to reducing absolute Scope 1
and Scope 2 greenhouse gas emissions by
35% by 2030 (versus FY2020 baseline). In
addition, to achieve the target of reducing
Scope 3 emissions by 25% (versus FY2020
base year) by 2030, the Group has also
committed that suppliers and customers
making up 67% of Scope 3 emissions
(Purchased Goods, Downstream Transport
and Use of Sold Goods) will have science-
based targets in place by 2026. The Group
is now in the process of developing a
transition plan to deliver on these targets,
also considering the Net Zero commitments
set by the jurisdictions in which we operate.
Understanding the impact on our
CROs through Scenario Analysis
The following CROs were selected for
quantitative scenario analysis and evaluated
across a range of scenarios to understand
how they may evolve under certain
hypothetical situations:
• Increased costs from a climate change
levy / carbon tax.
• The reduction of water available for
production due to water stress.
• Disruption of production and distribution
at key facilities due to flood events and
extreme weather.
• Effects of chronic climate change on
ingredient production of five key crops
(apples, barley, sugar, wine grapes, and
hops).
• Increased market opportunity for low
carbon products due to sustainable
trends in consumer demand.
These CROs were selected for quantitative
scenario analysis based on their assessed
potential to have a significant impact. This
analysis has allowed us to understand
and improve the resilience of our business
model and strategy to climate change.
Several factors were considered during the
selection of scenarios for this quantitative
analysis (as outlined in the table below).
This analysis made use of publicly available
scenarios from the IPCC.
The range of scenarios was selected to
consider the impacts of the selected CROs
across the widest range of outcomes,
to best prepare for all eventualities. The
scenarios are broadly aligned with the
qualitative analysis conducted in FY2022,
however, to adhere with the latest science
and IPCC findings, a 1.5°C scenario was
prioritised over the previously selected <2°C
scenario.
Climate scenarios selected for analysis
Warming trajectory by 2100 Data source Key assumptions, outputs, and sensitivities
1.5°C (Paris Ambition) IPCC SSP11-1.92 • The financial analysis is based on the forecasted financial position up to
FY2027. Climate risks and opportunities were assessed over the short,
medium and long-time horizons based on this forecasted position.
• Analysis of acute physical risks is limited to 27 of our key distribution and
manufacturing sites. The vulnerability of each of these sites is based on a
typical manufacturing or distribution facility.
• Analysis is based on existing sites, products and market share.
• The results represent the gross risk position of our business strategy.
2.5°C (Stated Policy) IPCC SSP2-4.5
>4°C (No policy) IPCC SSP5-8.5
1. SSPs - Shared Socio-economic Pathways outline different economic, social, and technological contexts, in the absence of further climate policy, that accompany the RCPs.
2. RCP - The IPCC’s Representative Concentration Pathways outline different greenhouse gas concentration trajectories. RCP 8.5 indicates that GHG concentrations will result in
global temperatures warming by >4°C on average, and therefore is associated with higher physical climate impacts.
Corporate Governance
Business & Strategy Financial Statements
45
TCFD Disclosure
(continued)
Scenario Assumptions
Potential Impact
Summary of resultsShort Medium Long
1. Climate Change Levy / Carbon Tax
1.5°C All countries apply an average
carbon price of $80/tCO
2
.
This carbon price varies by country
and over time.
The application of a carbon tax to our Scope 1, 2
and 3 emissions may have the potential to result in a
significant cost to the business under the 2.5°C and
1.5°C scenarios. As our scope 3 emissions account
for the majority of our exposure, these costs are
anticipated to be realised through indirect costs via
our supply chain. The size of this cost will depend on
the extent to which suppliers reflect their own carbon
tax expenditure within their prices and the extent
to which we are able to absorb this cost ourselves
instead of passing the cost on to our customers.
To mitigate this risk, we are engaging with our
suppliers, encouraging them to publish a CDP
disclosure, and share their full carbon footprint. We
are also looking to reduce emissions from our own
operations.
2.5°C $40/tCO
2
is applied in all advanced
economies. This carbon price varies
by country and over time.
>4°C All carbon pricing is repealed ($2/
tCO
2
).
2. The reduction of water available for production due to water stress
1.5°C This analysis examined 27 of our
own manufacturing and distribution
sites.
The vulnerability curve assumes
~4 days disruption for offices and
manufacturing sites (for a severe
water stress event) and ~2 days
disruption for warehouse/distribution
sites.
Water stress was examined for each of the 27 priority
sites. Overall, while the probability of this risk is
expected to increase under all scenarios between
2025-2050, even doubling in this time period under
the >4°C scenario, it is not estimated to result in a
significant potential impact on revenue.
2.5°C
>4°C
The relative impact of each of the CROs,
without any current or future mitigating
action was considered under each of the
scenarios. The results are presented in the
table below.
We believe our business, with its strategic
focus on local brands and distribution
capability, is shown to be resilient to climate
change. Sustainability forms a core part
of our strategy, and we will continue to
focus on reducing our Scope 1, 2 and 3
emissions, thereby reducing our potential
exposure to increasing costs from direct
or indirect carbon taxation and improving
our position to capitalise on the market
opportunity of low carbon products.
Going forward, as recommended by the
TCFD, we will look to reassess our business
strategy and model against these CROs
under different scenarios where there is
a significant change to the business. Our
priorities for FY2024 include examining further
mitigation strategies in response to those
risks that present the most potential impact.
Impact scale
Low Risk Medium
Risk
High Risk
High
Opportunity
Medium
Opportunity
Low
Opportunity
46
C&C Group plc Annual Report 2023
Scenario Assumptions
Potential Impact
Summary of resultsShort Medium Long
3. Disruption of production and distribution at key facilities due to flooding
1.5°C This analysis examined 27 of our
own manufacturing and distribution
sites. The analysis examines both
riverine and coastal flood events.
Flash floods, however, are not
included within this analysis.
The vulnerability curve assumes ~8
days disruption for manufacturing
sites, ~1 for offices and ~7 for
warehouse/distribution sites (for a
0.5m flood).
Both coastal and riverine flooding were examined
under this analysis. It was found that the risk of
both coastal and riverine flooding was found to
increase over time for all scenarios, although it
was not found to present a significant risk to the
overall business.
2.5°C
>4°C
4. Disruption of production and distribution at key facilities due to extreme weather events
1.5°C This analysis examined 27 of our
own manufacturing and distribution
sites. The vulnerability curve
assumes ~0.1 days disruption for
offices, ~1.1 days for manufacturing
sites and warehouse/distribution
sites (for a major temperate
windstorm).
Analysis is limited to the impacts of heatwaves
and temperate windstorms at 27 key distribution
and manufacturing sites. Heatwaves are expected
to present a minimal risk, whereas temperate
windstorms have the potential to result in significant
impacts in the form of asset damage and revenue
disruption. However, the baseline risk for windstorms
is currently high. The potential financial impact of
this risk under a >4°C scenario, in terms of revenue
disruption and property damage, is expected to
increase by 6% between 2025 and 2050.
2.5°C
>4°C
5. Effects of chronic climate change on ingredient production
1.5°C The optimal growing conditions
for 5 key crops were examined
(apples, wine grapes, barley, sugar
beet, and hops) for our sourcing
locations for both our distribution
and own-branded products). It was
assumed that these products were
not substitutable.
Overall, wine grapes and sugar beet were found to be
the most impacted crops with the greatest potential
for significant impacts expected in the longer term
under the 2.5°C and >4°C scenarios. Conversely,
under the same scenarios, some crops, particularly
those sourced locally, are estimated to experience
a net increase in yields. We will continue to monitor
risk at key sourcing locations and use the outputs to
inform procurement decisions.
Where our sourcing locations may experience lower
yields as a result of climate change, we may see
an increase in the cost of products purchased for
distribution in these areas. Going forward we will
monitor these areas and factor this risk into our
buying decisions.
2.5°C
>4°C
6. Increased market opportunity for low carbon products due to sustainable trends in consumer demand.
1.5°C Rapidly growing demand for
sustainable products in all markets.
The market opportunity for low carbon products may
be significant under a 2.5°C - 1.5°C scenario.
There is potential for a significant increase in revenue
as consumer preferences shift towards low carbon
alternatives.
Further prioritising the production and distribution of
low carbon products could also limit our exposure to
carbon taxes and their associated costs.
2.5°C Limited consumer demand for
sustainable products within both
leading and emerging markets.
>4°C Little consumer demand for
sustainable products.
Corporate Governance
Business & Strategy Financial Statements
47
TCFD Disclosure
(continued)
Risk Management
In FY2021, Sustainability and Climate
Change was identified as being a
principal risk for C&C. Therefore, the
identification, prioritisation, assessment,
and management of our ‘Sustainability
and Climate Change’ risk is carried out in a
manner consistent with the Group’s other
principal risks with the exception of the
timeframe used (please refer to page 41 of
the Strategy section of the TCFD report).
C&C adopts a standard risk management
framework which is discussed in detail on
pages 30 to 31. Given the increasing focus
on climate, in FY2022 we completed a deep
dive on CROs as described in the strategy
section above, which have been validated
by the Risk and Compliance Committee
for Sustainability and Climate Change in
FY2023. We have integrated the results
of this assessment into our overall risk
management system.
For additional information regarding the
climate-related risks identified and our
activities to mitigate these risks, please
refer to the Strategy section of the TCFD
report on pages 41 to 47. Climate change
mitigation is a current and ongoing
responsibility for the Risk Committee for
Sustainability and Climate Change as
highlighted on page 41.
During FY2023, the Group also assigned a
risk owner to manage each of the principal
risks, including Sustainability and Climate
Change. Additionally, the owner of the
Sustainability and Climate Change risk
reviews all the other principal risks on the
Group’s risk register to assess them under a
sustainability and climate change lens, thus
reflecting the commitment of the Group
to ensure that sustainability and climate-
related risks are considered and integrated
into the business in a holistic manner.
To be able to better manage the projected
impacts of climate change, we are
committed to the continuous improvement
of our processes for identifying and
assessing our climate-related risks and have
identified the importance of implementing a
bottom-up risk assessment process, which
is currently being structured and will be
disclosed in FY2024. During the year, we
will also investigate the roll out of education
and awareness training that will be carried
at an operational level to enhance our risk
identification processes.
Any changes to climate-regulation, or
the emergence of new climate-related
regulation is considered as part of our
normal regulation assessment for the
Group.
Metrics & Targets
The Board recognises the importance of
ensuring that we monitor our performance
with respect to the CROs identified with
tailored KPIs.
To oversee our progress against our
Group’s climate-related goals and targets
we have set a number of climate-related
KPIs in line with our sustainability strategy.
These KPIs have been selected in order to
monitor our progress against our targets
and to help us manage the identified CROs.
The metrics adopted are monitored using
a financial control boundary, and were
developed in alignment with international
environmental frameworks, namely CDP
and SBTi, as well as with guidance provided
by GHG Protocol.
However, we acknowledge that more
work needs to be done and the Group is
currently working on developing additional
metrics that are more tailored to the
identified CROs, following the output and
the learnings from the quantitative scenario
analysis.
For further information on how our metrics
currently map to the identified CROs,
please refer to the Strategy section of the
TCFD report on pages 41 to 47. For more
information on our performance and our
historical progress around wider ESG
matters please refer to the Responsibility
Report on pages 56 to 79.
TCFD Index and Focus areas for FY2024
Disclosure Requirement
TCFD
disclosure met
Page
Reference Actions Undertaken Next Steps
Governance
(a) Describe the board’s oversight of
climate-related risks and opportunities.
Yes Page 40 • A Risk & Compliance
Committee (‘RCC’)
continued to operate
in order to monitor and
manage Sustainability
and Climate Change as a
principal risk.
• The Board received further
training on ESG and
climate change as well as
the associated risks and
opportunities.
• Additional reporting lines
being developed which
will see the RCC for
Sustainability and Climate
Change also report to the
ESG Committee.
(b) Describe management’s role in
assessing and managing climate-related
risks and opportunities.
Yes Pages 40
to 41
48
C&C Group plc Annual Report 2023
Disclosure Requirement
TCFD
disclosure met
Page
Reference Actions Undertaken Next Steps
Strategy
(a) Describe the climate-related risks and
opportunities the organisation has identified
over the short, medium, and long term.
Yes Pages 41
to 47
• Conducted a detailed
quantitative climate change
risk assessment and
scenario analysis with
the support of an expert
external party.
• Continue to monitor the
risks that we have identified
and consider emerging
CROs as new climate data
and policies emerge.
• Continue to monitor actively
the changing landscape
of sustainability reporting
requirements.
• Integrate climate change
and the results of the
quantitative scenario
analysis within C&C’s
strategy and financial
planning.
• Continue to work towards
setting a SBTi approved Net
Zero target.
(b) Describe the impact of climate-
related risks and opportunities on the
organisation’s businesses, strategy, and
financial planning.
Partially Pages 41
to 47
(c) Describe the resilience of the
organisation’s strategy, taking into
consideration different climate-related
scenarios, including a 2°C or lower
scenario.
Yes Pages 46
to 47
Risk Management
(a) Describe the organisation’s processes
for identifying and assessing climate-related
risks.
Yes Page 48 • Further integrated climate-
related risks within C&C’s
overall risk management
process.
• Develop bottom-up risk
assessment process
relevant to CROs.
• Roll out education and
awareness training that will
be carried at an operational
level to enhance the
Group’s risk identification
processes.
(b) Describe the organisation’s processes
for managing climate-related risks.
Yes Pages 41
and 48
(c) Describe how processes for identifying,
assessing, and managing climate-related
risks are integrated into the organisation’s
overall risk management.
Yes Page 48
Metrics & Targets
(a) Disclose the metrics used by the
organisation to assess climate-related risks
and opportunities in line with its strategy
and risk management process.
Partially Pages 41
to 47, and
48
• Carbon reduction targets
validated by SBTi.
• Assessed our current
metrics in relation to the
identified CROs.
• Evaluate and develop,
where applicable, additional
metrics and targets to
support us in managing the
identified climate-related
risks and opportunities.
• Achieve our SBTi objectives.
(b) Disclose Scope 1, Scope 2, and, if
appropriate, Scope 3 greenhouse gas
(GHG) emissions, and the related risks.
Yes Pages 61
to 63
(c) Describe the targets used by the
organisation to manage climate-related
risks and opportunities and performance
against targets.
Partially Pages 41
to 47, and
48
Corporate Governance
Business & Strategy Financial Statements
49
Patrick McMahon
Group Chief Executive
Officer & Group Chief
Financial Officer
C&C is reporting net revenue of €1,689.0m,
operating profit
(i)
of €84.1m, liquidity
(ii)
of €470.3m and net debt
(iii)
of €152.7m.
Net debt excluding IFRS 16 Leases was
€78.9m. Adjusted diluted EPS for FY2023
is 13.4 cent. The Group’s operating profit
(i)
of €84.1m, which is up from an operating
profit
(i)
of €47.9m in the prior year
(iv)
, reflects
a number of factors, including a high-
inflation environment and associated impact
on consumers’ discretionary spending and
strikes in the UK.
The conflict in Ukraine continues to
contribute to heightened uncertainty and
inflationary pressures. Geopolitical events
continue to cause distortions in supply,
and inflationary pressures are negatively
impacting input costs. It is not clear to what
extent these external factors will continue
to impact the Group as supply chains and
markets adjust in the medium to long-
term, and whether product price increases
continue to mitigate input price inflation.
The rapid increases in interest rates to
counter inflation may cause a longer-term
shift in customer purchasing behaviour. In
response to this challenging and evolving
inflationary backdrop and uncertain macro
environment, the Group has implemented a
series of price increases which, alongside
a series of optimisation measures, the
Board believes will protect the medium-term
profitability of the Group.
Despite a challenging trading backdrop, the
performance of the Group’s core brands,
Bulmersand Tennent’s, has been resilient
and brand health scores and market share
for both Tennent’s and Bulmers improved
year-on-year, maintaining clear market-
leading positions
(vii)
.
Liquidity
(ii)
and net debt
(iii)
reduction have
been a key focus for the Group throughout
FY2023, and the Group maintains a robust
liquidity position with available liquidity
(ii)
of
€470.3m at 28 February 2023 and at year
end achieved net debt
(iii)
/adjusted EBITDA
(v)
of 1.3x. The Group’s target net debt
(iii)
/
adjusted EBITDA
(v)
level is between 1.5x and
2.0x.
Results For the Year
FY2023 is the Group’s first full financial year
without COVID-19 trading restrictions since
FY2020. COVID-19 restrictions however
gave way to fresh challenges - primarily a
high-inflation environment and associated
impact on consumers’ discretionary
spending but also strikes in the UK - which
have had an adverse impact on the drinks
and hospitality sector during the fiscal year
ended 28 February 2023. Despite these
challenges, the Group’s performance
has been resilient and underlying cash
generation robust. As a consequence,
the Board are proposing the payment of a
dividend for the first time since 2019.
Group Chief Financial Officer’s Review
“ Despite a challenging
trading backdrop,
the performance
of the Group’s core
brands,Bulmersand
Tennent’s, has been
resilient”
50
C&C Group plc Annual Report 2023
During February 2023, the Group
implemented a complex Enterprise
Resource Planning (‘ERP’) system upgrade
in the Matthew Clark and Bibendum (‘MCB’)
business. The implementation is a key step
in the Group’s digital transformation and
optimisation program in GB, designed to
enhance the service the Group provides to
customers and, in time, improve efficiency
and maximise capacity utilisation through
more automated processes.
Post Balance Sheet date comment
The implementation of the ERP has taken
longer and has been significantly more
challenging and disruptive than originally
envisaged, with a consequent material
impact on service and profitability within
MCB. Service levels had largely returned
to normal levels by the end of March 2023,
however continuing system implementation
challenges, impacted by greater seasonal
trading volume, saw a deterioration in
service levels in April 2023. An improvement
through May 2023 is being achieved by
investing in material additional cost and
resources, ahead of a system fix being
implemented to restore service to normal
levels permanently.
C&C currently expects a one-off impact
of c.€25 million associated with the ERP
system disruption in FY2024, reflecting
the cost associated with restoring service
levels and lost revenue. There is expected
to be a consequential increase in working
capital in FY2024, however net debt
(iii)
/
adjusted EBITDA
(v)
is expected to remain
within the Group’s stated range of 1.5x
to 2.0x. Excluding the impact on MCB,
C&C is currently performing in line with
management expectations for FY2024
and the Board is confident in the Group’s
medium and long-term strategy and
prospects.
Accounting Policies
As required by European Union (‘EU’) law,
the Group’s financial statements have been
prepared in accordance with International
Financial Reporting Standards (‘IFRS’)
as adopted by the EU, and as applied in
accordance with the Companies Act 2014,
applicable Irish law and the Listing Rules of
the UK Listing Authority. Details of the basis
of preparation and the accounting policies
are outlined on pages 154 to 169.
Finance Costs, Income Tax and
Shareholder Returns
Net finance costs before exceptional items
of €17.3m were incurred in the financial year
(FY2022: €16.1m). As outlined previously,
the Group successfully negotiated financial
covenant waivers as a consequence of
the impact of COVID-19 with its lenders
and exceptional finance costs of €2.0m
(FY2022: €6.7m) were incurred directly
associated with these waivers including
waiver fees, increased margins payable
and other professional fees associated with
the covenant waivers. Of the €17.3m net
finance cost, €3.5m relates to the Group’s
debtor securitisation facility, €3.8m relates
to USPP notes, €4.2m relates to the Group’s
main bank lending facilities, €3.1m relates to
lease interest, €1.5m relates to amortisation
of prepaid issue costs and €1.2m relates to
other interest costs.
In FY2023, the UK trading group continued
its significant contribution to overall Group
profits. Expectedly, this impacts the Group’s
effective tax rate for FY2023 of 21.2%, as
UK-generated profits are taxed a rate of 19%
as compared to that of 12.5% in Ireland.
Further pressure on the Group’s effective
tax rate is to be expected with the increase
of the UK’s corporate tax rate to 25% from 1
April 2023 and the expected implementation
of a 15% corporate tax rate in Ireland (for
large multi-national corporations) towards
the end of FY2023. The Group continues
to manage its effective tax rate in line with
its published tax strategy. During the year
the Group undertook a significant self-
review exercise in Ireland and invested in
strengthening the central tax function.
Subject to shareholder approval, the
Directors have proposed a final dividend of
3.79 cent per share to be paid on 21 July
2023 to ordinary shareholders registered
at the close of business on 9 June 2023.
No interim dividend was paid with respect
to FY2023; therefore, the Group’s full year
dividend will amount to 3.79 cent per share.
The proposed full year dividend per share
will represent a pay-out of 28.3% of the full
year reported adjusted diluted earnings
per share. The reinstatement of a dividend
reflects the Directors’ confidence in the
cash-generating capability of the business.
Using the number of shares in issue at 28
February 2023 and excluding those shares
for which it is assumed that the right to
dividend will be waived, this would equate
to a distribution of €15.0m. There is no scrip
dividend alternative proposed. Due to the
impact of COVID-19, total dividends for the
prior financial year were €nil.
Exceptional Items
A total net exceptional charge, before the
impact of taxation, of €0.9m was incurred
in the current financial year. In the opinion
of the Board the presentation provides
more useful analysis of the underlying
performance of the Group. Full details
of Exceptional Items are set out in detail
in note 5 to the consolidated financial
statements.
Balance Sheet Strength and Debt
Management
Balance sheet strength provides the Group
with the financial flexibility to pursue its
strategic objectives. It is the Group’s policy
to ensure that a medium/long-term debt
funding structure is in place to provide the
Group with the financial capacity to promote
the future development of the business and
to achieve its strategic objectives.
The Group manages its borrowing
requirements by entering into committed
loan facility agreements and also holds
USPP notes which diversifies the Group’s
sources of debt finance.
In July 2018, the Group amended and
updated its committed €450m multi-
currency five-year syndicated revolving
loan facility and executed a three-year Euro
term loan. Both the multi-currency facility
and the Euro term loan were negotiated
with eight banks, namely ABN Amro Bank,
Allied Irish Bank, Bank of Ireland, Bank of
Corporate Governance
Business & Strategy Financial Statements
51
Scotland, Barclays Bank, HSBC, Rabobank
and Ulster Bank. During FY2023, Ulster
Bank left the syndicate, following the sale
of their Irish commercial loan book to Allied
Irish Bank; however, the facility remained
unchanged at €450m. In FY2021, the Group
renegotiated an extension of the repayment
schedule of the Euro term loan with its
lenders and the last instalment was paid on
12 July 2022.
In May 2023, post-FY2023 year end and
upon publication of the Group’s FY2023
results the Group has completed a
refinancing of the current multi-currency
facility. The facility is a new five-year
committed, sustainability-linked, facility
comprised of a €250m multi-currency
revolving loan facility and a €100m non-
amortising Euro term loan, both with a
maturity of FY2028. The facility offers
optionality of two one-year extensions to the
maturity date callable within 12 months and
24 months of initial drawdown respectively.
Both the multi-currency facility and the Euro
term loan were negotiated with six banks -
namely ABN Amro Bank, Allied Irish Bank,
Bank of Ireland, Barclays Bank, HSBC and
Rabobank.
In March 2020, the Group completed the
successful issue of new USPP notes. The
unsecured notes, denominated in both Euro
and Sterling, have maturities of 10 and 12
years and diversify the Group’s sources
of debt finance. Following the disposal of
Admiral Taverns in May 2022 for £55.0m,
the first two of three tranches of proceeds
of €42.8m (£36.7m) were received in August
2022. A condition of the negotiated waiver
agreement (which ceased in October
2022) was that these proceeds were made
available to USPP noteholders to divest.
With noteholders divesting in November
2022, the subsequent new holdings as at
28 February 2023 is €100.6m (FY2022:
€145.4m). This waiver condition ceased with
the publication of the Group’s Condensed
Consolidated Interim Financial Statements
in October 2022, and the third and final
tranche of Admiral proceeds of €20.8m
(£18.3m) received in February 2023 was
fully retained by the business.
As outlined previously, as a direct
consequence of the impact of COVID-19,
the Group successfully negotiated waivers
on its debt covenants from its lending
group, however given strong return
of trading on re-opening, the Group
successfully exited waivers early with its
bank syndicate in June 2022, returning to
normal covenants at pre-COVID-19 levels.
With regard to the new facility, which will go
live in FY2024, the Group has agreed the
same covenants as the previous agreement
with the Group’s lending group.
The Group maintains a £150.0m receivables
purchase facility (£120.0m committed,
£30.0m uncommitted), renewable annually
in May. As at 28 February 2023, €94.1m of
this facility was drawn (FY2022: €84.1m).
Group Chief Financial Officer’s Review
(continued)
Cash Generation
Summary cash flow for the year ended
28 February 2023 is set out in the table
below. Overall liquidity remains robust.
The increase in the Group’s receivables
purchase programme was used to offset
the Group’s repayment of previously
deferred tax payments to the Irish Tax
Authorities, in accordance with agreed
repayment schedules, of €18.1m. The
contribution to year end Group cash from
the receivables purchase programme was
€94.1m compared to €84.1m (€80.6m on a
constant currency basis
(iv)
) at 28 February
2022 - a cash inflow of €13.5m
(iv)
. Owing
to the timing of the implementation of a
Group technology project in the Group’s GB
operations (February 2023), usual year end
working capital procedures were relaxed
in favour of holding increased levels of
stock to safeguard against issues of stock
availability.
Capital expenditure in FY2023 amounted
to €15.2m, with €4.8m relating to the
technology project in the Group’s GB
operations, a key step in the digital
transformation and optimisation of the
business, and €1.8m directly related to ESG
initiatives and investments, including the
completion of the Group’s Out of Plastics
projects for owned alcohol brands in
Wellpark and Clonmel and the heat pump
project at Clonmel.
Table 1 – Reconciliation of Adjusted EBITDA
(v)
to Operating profit
2023 2022
€m €m
Operating profit 83.9 58.5
Exceptional items 0.2 (10.6)
Operating profit before exceptional items 84.1 47.9
Amortisation and depreciation charge 32.5 31.8
Adjusted EBITDA
(v)
116.6 79.7
52
C&C Group plc Annual Report 2023
Table 2 – Cash flow summary
2023 2022
€m €m
Adjusted EBITDA
(v)
116.6 79.7
Working capital 1.8 (19.2)
Advances to customers (3.6) 2.3
Net finance costs excluding exceptional finance costs (14.2) (16.7)
Tax paid (12.0) (3.2)
Pension contributions paid (0.5) (0.4)
Tangible/intangible expenditure (15.2) (17.1)
Net proceeds on disposal of property plant & equipment - 2.3
Exceptional items paid (4.5) (12.5)
Other* 2.4 3.0
Free cash flow
(vi)
70.8 18.2
Free cash flow
(vi)
70.8 18.2
Net exceptional cash outflow 4.5 10.2
Free cash flow
(vi)
excluding net exceptional cash outflow 75.3 28.4
Reconciliation to Group Cash Flow Statement
Free cash flow
(vi)
70.8 18.2
Net proceeds from exercise of share options/equity interests - 0.7
Drawdown of debt 48.5 49.5
Repayment of debt (108.5) (271.7)
Payment of lease liabilities (22.5) (21.9)
Proceeds from Rights Issue - 176.3
Payment of Rights Issue costs (0.7) (9.2)
Disposal of asset held for sale 63.6 -
Disposal of subsidiary/equity investment 0.7 12.9
Cash outflow re acquisition of equity accounted investments/financial assets - (0.3)
Net increase/(decrease) in cash 51.9 (45.5)
* Other relates to the add back of share options, pension contributions: adjustments from charge to payment and the add back of intangible asset impairment.
Corporate Governance
Business & Strategy Financial Statements
53
Group Chief Financial Officer’s Review
(continued)
Retirement Benefits
In compliance with IFRS, the net assets
and actuarial liabilities of the various
defined benefit pension schemes operated
by the Group companies, computed in
accordance with IAS 19 Employee Benefits,
are included on the face of the Consolidated
Balance Sheet as retirement benefits.
Independent actuarial valuations of the
defined benefit pension schemes are
carried out on a triennial basis using the
attained age method. An actuarial valuation
process is currently ongoing. The most
recently completed actuarial valuations of
the ROI defined benefit pension schemes
were carried out with an effective date of
1 January 2021 while the date of the most
recent actuarial valuation of the NI defined
benefit pension scheme was 31 December
2020. As a result of these updated
valuations the Group has committed to
contributions of 27.5% of pensionable
salaries for the Group’s staff defined benefit
scheme. There is no funding requirement
with respect to the Group’s executive
defined benefit pension scheme or the
Group’s NI defined benefit pension scheme,
both of which are in surplus. The Group has
an unconditional right to these surpluses
when the scheme concludes.
There are 2 active members in the NI
scheme and 50 active members (less than
10% of total membership) in the ROI staff
defined benefit pension scheme and no
active members in the executive defined
benefit pension scheme.
At 28 February 2023, the retirement
benefits computed in accordance with IAS
19 Employee Benefits amounted to a net
surplus of €42.2m gross of deferred tax
(€29.2m surplus with respect to the Group’s
staff defined benefit pension scheme,
€9.4m surplus with respect to the Group’s
executive defined benefit pension scheme
and a €3.6m surplus with respect to the
Group’s NI defined benefit pension scheme)
and a net surplus of €36.1m net of deferred
tax.
The key factors influencing the change in
valuation of the Group’s defined benefit
pension scheme obligations gross of
deferred tax are as outlined below:
€m
Net surplus at 1 March 2022 37.6
Translation adjustment (0.3)
Employer contributions paid 0.5
Credit to Other Comprehensive
Income 4.3
Charge to Income Statement 0.1
Net surplus at 28 February
2023 42.2
The increase in the surplus from €37.6m at
28 February 2022 to a surplus of €42.2m
at 28 February 2023 is primarily due to an
actuarial gain of €4.3m over the year. The
increase in the net surplus of the Group’s
defined benefit pension schemes from the
28 February 2022 to 28 February 2023,
as computed in accordance with IAS 19
Employee Benefits, is primarily due to a
decrease in liabilities as a result of the
significant increase in bond yields over
the year, which also offsets asset value
decreases.
Financial Risk Management
The main financial market risks facing the
Group continue to include commodity price
fluctuations, foreign currency exchange
rate risk, interest rate risk, counterparty
creditworthiness and liquidity risk.
The Board of Directors set the treasury
policies and objectives of the Group, the
implementation of which are monitored by
the Audit Committee. Details of both the
policies and control procedures adopted to
manage these financial risks are set out in
detail in note 24 to the consolidated financial
statements.
Interest Rate Risk Management
With a rising interest rate environment,
following recent history of modest or
negative interest rates, the Group executed
a €60m three-year Euro interest rate hedge
against Euro debt facilities exposed to
EURIBOR fluctuations. The hedge was
executed in line with the Group guardrails
and ensures that 82% of the Group’s
interest-bearing loans and borrowings as at
28 February 2023 are now either hedged or
fixed through the USPP notes.
Currency Risk Management
The reporting currency and the currency
used for all planning and budgetary
purposes is Euro. However, as the
Group transacts in foreign currencies
and consolidates the results of non-Euro
reporting foreign operations, it is exposed
to both transaction and translation currency
risk.
Currency transaction exposures primarily
arise on the Sterling, US, Canadian and
Australian Dollar denominated sales of
the Group’s Euro subsidiaries and Euro
purchases in the Group’s Great Britain
(GB) business. The Group seeks to
minimise this exposure, when possible,
by offsetting the foreign currency input
costs against the same foreign currency
receipts, creating a natural hedge. When
the remaining net currency exposure is
material, the Group enters into foreign
currency forward contracts to mitigate
and protect against adverse movements
in currency risk and remove uncertainty
over the foreign currency equivalent cash
flows. Forward foreign currency contracts
are used to manage this risk in a non-
speculative manner when the Group’s net
exposure exceeds certain limits as set
out in the Group’s treasury policy. In the
current financial year, the Group had €11.5m
forward foreign currency cash flow hedges
outstanding.
The average rate for the translation of
results from Sterling currency operations
was €1:£0.8604 (year ended 28 February
2022: €1:£0.8524) and from US Dollar
operations was €1:$1.0438 (year ended 28
February 2022: €1:$1.1701).
Comparisons for revenue, net revenue and
operating profit before exceptional items
for each of the Group’s reporting segments
are shown at constant exchange rates for
transactions by subsidiary undertakings
in currencies other than their functional
currency and for translation in relation
to the Group’s Sterling and US Dollar
denominated subsidiaries by restating the
prior year at current year average rates.
54
C&C Group plc Annual Report 2023
Applying the realised FY2023 foreign currency rates to the reported FY2022 revenue, net
revenue and operating profit
(i)
are shown in the table below:
Table 3 – Constant currency comparatives
Year ended
28 February 2022 FX transaction FX translation
Year ended
28 February 2022
€m €m €m €m
Revenue
Ireland 338.3 - (0.5) 3 37.8
Branded 126.5 - (0.3) 126.2
Distribution 202.1 - (0.3) 201.8
Co-pack/Other 9.7 - 0 .1 9.8
Great Britain 1,457. 8 0.3 (13.2) 1,444.9
Branded 285.8 0.3 (2.3) 283.8
Distribution 1,131.6 - (10.5) 1,121.1
Co-pack/Other 40.4 - (0.4) 40.0
Total 1,796.1 0.3 (13.7) 1,782.7
Net revenue
Ireland 224.3 - (0.5) 223.8
Branded 78.3 - (0.2) 78 .1
Distribution 139.8 - (0.3) 139.5
Co-pack/Other 6.2 - - 6.2
Great Britain 1,213.8 0.3 (10.8) 1,203.3
Branded 170.1 0.3 (1.2) 169.2
Distribution 1,005.5 - (9.3) 996.2
Co-pack/Other 38.2 - (0.3) 37.9
Total 1,438.1 0.3 (11.3) 1,42 7.1
Operating profit
(i)
Ireland 16.7 2.2 - 18.9
Branded 13.6 (0.2) - 13.4
Distribution 3 .1 2.4 - 5.5
Great Britain 31.2 (2.0) (0.2) 29.0
Branded 21.7 0.2 ( 0.1) 21.8
Distribution 9.5 (2.2) (0.1) 7.2
Total 47. 9 0.2 (0.2) 47.9
Notes to the Group Chief Financial Officer’s Review
(i) Before exceptional items.
(ii) Liquidity is defined as cash plus undrawn amounts under the Group’s revolving credit facility.
(iii) Net debt comprises borrowings (net of issue costs) less cash plus lease liabilities capitalised under IFRS 16
Leases.
(iv) FY2022 comparative adjusted for constant currency (FY2022 translated at FY2023 F/X rates).
(v) Adjusted EBITDA is earnings before exceptional items, finance income, finance expense, tax, depreciation,
amortisation charges and equity accounted investments’ profit/(loss) after tax. A reconciliation of the Group’s
operating profit to EBITDA is set out on page 52.
(vi) Free Cash Flow (‘FCF’) that comprises cash flow from operating activities net of capital investment cash outflows
which form part of investing activities. FCF highlights the underlying cash generating performance of the ongoing
business. FCF benefits from the Group’s purchase receivables programme which contributed €94.1m (FY2022:
€84.1m reported/€80.6m on a constant currency basis) of cash as at 28 February 2023. A reconciliation of FCF to
net movement in cash per the Group’s Cash Flow Statement is set out above.
(vii) NI CGA OPM 28.02.23; ROI CGA OPM 28.02.23; NielsonIQ Total off-trade including Dunnes & Discounters 52
weeks to week ending 26.02.23 vs 52 weeks to end Feb 2020; CGA OPM 25.02.23 (GB Beer & Cider database);
IRI UK off-trade database to 19.02.23.
Commodity Price and Other Risk
Management
The Group is exposed to commodity
price fluctuations, and manages this risk,
where economically viable, by entering
into fixed price supply contracts with
suppliers. The Group does not directly
enter into commodity hedge contracts.
The cost of production is also sensitive to
variability in the price of energy, primarily
gas and electricity. The Group’s policy is
to fix the cost of a certain level of energy
requirement through fixed price contractual
arrangements directly with the Group’s
energy suppliers.
The Group seeks to mitigate risks in relation
to the continuity of supply of key raw
materials and ingredients by developing
trade relationships with key suppliers and
has long-term apple supply contracts with
farmers in the west of England and an
agreement with farmers in Scotland for the
supply of malted barley.
In addition, the Group enters into insurance
arrangements to cover certain insurable
risks where external insurance is considered
by management to be an economic means
of mitigating these risks.
Patrick McMahon
Group Chief Executive Officer & Group
Chief Financial Officer
Corporate Governance
Business & Strategy Financial Statements
55
Responsibility Report
Our Environmental, Social and Governance (ESG) strategy is
integral to C&C Group’s purpose and our three core values:
‘Respect people and the planet’; ‘We bring joy to life’; and ‘Quality
is at our core’.
With Board level commitment to ESG, a dedicated ESG Team and
a group of ESG Champions advocating across the business, we
are delivering on our promise of embedding ESG into everything
we do at C&C.
Focus Areas
• Carbon Neutral by 2050 at the latest –
Achieving our Science-Based Targets
• Energy and Water Conservation
• Fleet Decarbonisation
• Waste Minimisation
Focus Areas
• Supply Chain Engagement
• Enhanced Ethical Sourcing
Focus Areas
• Promoting 0%, Low Alcohol & Low-
Calorie Brands
• Alcohol Awareness Training
Alignment to UN SDGs Alignment to UN SDGs Alignment to UN SDGs
Reduce Our
Carbon
Footprint
Sustainably Source
Our Products &
Services
Ensure Alcohol
Is Consumed
Responsibly
56
C&C Group plc Annual Report 2023
ESG Strategy:
‘Delivering to a Better World!’
Our impact materiality assessment and six ESG pillars ensure that
we focus on the most material areas to guide our actions around
sustainability and support the UN Sustainable Development Goals. In
FY2023, C&C Group carried out an impact materiality assessment,
engaging a wide range of stakeholders, which has further strengthened
our focused priorities.
Focus Areas
• Health & Safety – ‘Vision Zero’
• Health & Wellbeing Employee
Resource Groups
• Training and Development
Focus Areas
• Diversification of Board
• Diversity, Equity & Inclusion (DE&I)
Advisory Group
• Employee Engagement Tracking
Focus Areas:
• Building Meaningful Charity Partnerships
• Deposit Return Scheme Implementation
• Review of Minimum Unit Pricing in
Scotland
Alignment to UN SDGs Alignment to UN SDGs Alignment to UN SDGs
Enhance Health,
Wellbeing & Capability
of Colleagues
Build A More
Inclusive, Diverse,
and Engaged C&C
Collaborate With
Government,
NGOs, and Industry
Programmes
Corporate Governance
Business & Strategy Financial Statements
57
Responsibility Report
(continued)
Understanding our materiality process
C&C significantly improved the formality of the process supporting our materiality
assessment this year by carrying out an impact materiality assessment, drawing on
elements of guidance contained in the Global Reporting Initiative (‘GRI’) framework. We
structured our materiality approach as follows:
Figure 1: Broad approach to materiality assessment
1. Developing a comprehensive list of
ESG topics
C&C carried out a preliminary desktop
review to identify the existing and emerging
trends and business risks in the alcoholic
beverage sector. This was followed by
a thorough analysis of material topics
suggested within relevant reporting
frameworks along with topics disclosed
by industry peers. These inputs were used
to identify 89 potentially relevant topics
which were further reviewed and grouped
into 26 key topics, and sub-topics in terms
of Environment, Social, Governance and
Economic.
2. Stakeholder mapping
We created an extensive list of stakeholders
across our value chain and prioritised them
through a comprehensive stakeholder
mapping exercise, analysing the influence
and dependency we have on our
stakeholders. Those with high influence
and dependency scores, as summarised
in the table below, were considered to be
significant for the purposes of engagement
in the impact materiality assessment
process.
3. Stakeholder consultation
As this was the first year completing
an impact materiality assessment, we
consulted with internal stakeholder
representatives through one-to-one
interviews to understand C&C’s impact
on the particular stakeholder group. We
also distributed surveys to employees on
a sample basis. Through the consultation
process, we incorporated our stakeholders’
perspectives, concerns and expectations
into our materiality assessment process.
4. Impact assessment
For further prioritisation of material topics,
we conducted workshops with internal
topic experts to score the impact of each
topic in terms of scale, scope, irremediable
character and likelihood in order to
determine the significance of the impacts.
5. Collation and analysis of results
Based on the results from stakeholder
consultation and impact assessment
exercise a final list of 21 topics and their
associated impacts was generated. The
below material topic list was approved by
the ESG Committee in May 2023.
Developing a
comprehensive
list of ESG topics
Stakeholder
mapping
Stakeholder
consultation
Impact
assessment
Collation and
analysis of
results
1 2 3 4 5
Table 1: List of prioritised stakeholders
Employees
Community/Community Representatives
Consumers
Suppliers - Branded Business Partners
Suppliers – Third Party / Finished Goods
Shareholders and Lenders
Customers
Farmer Associations
Business Partners/Joint Ventures
including Agency and Invested brands
Workers in the value chain
Industry Associations
Trade Union Representatives
58
C&C Group plc Annual Report 2023
Figure 2: Final list of material topics
Topic Impact generated
Direction
of impact
Impact
type
Impact
materiality
level
Value chain
mapping
Time
horizon
Strategy &
performance*
1. Human Rights
and sustainable
sourcing across
our Value Chain
Sourcing responsibly and having appropriate oversight
and controls across our value chain, engaging with
suppliers and distributors, understanding their
expectations and working with them to mitigate ESG
risks creates a shared economic value for society and
the environment.
+
Potential Medium Upstream
and
Downstream
Short,
medium and
long term
Pillar 2 - Sustainably Source
Our Products & Services
Appropriate controls around responsible sourcing
are not in place or these standards are not upheld
by our suppliers, there is potential for impact on the
biodiversity of an area and/or human rights of workers
in the supply chain.
-
Potential High Upstream
and
Downstream
Short,
medium and
long term
2. Employee
health, safety &
wellbeing
Appropriate processes and controls around
employees’ health and safety can create a safe working
environment.
+
Potential Medium Operations Short,
medium and
long term
Pillar 4 - Enhance Health,
Wellbeing & Capability of
Colleagues
Appropriate processes and controls around employees’
health and safety are not in place or are not properly
operating, leading to health & safety risks.
-
Potential High Operations Short,
medium and
long term
3. Product
Quality,
Customer
Health and
Safety
Appropriate controls around product safety and
quality are not in place, hindering the quality of C&C’s
products.
-
Potential High Downstream Short,
medium and
long term
Pillar 2 - Sustainably Source
Our Products & Services
Pillar 4 - Enhance Health,
Wellbeing & Capability of
Colleagues
Appropriate controls around product safety and quality
are in place allowing C&C to produce and deliver quality
products.
+
Potential Medium Downstream Short,
medium and
long term
4. Consumer
Engagement
and Responsible
Drinking
Excessive consumption of alcohol can impact
consumers’ health.
-
Potential High Downstream Short,
medium and
long term
Pillar 3 - Ensure Alcohol Is
Consumed Responsibly
Impact created on consumers as products and
associated communications are presented to them in
an ethical and socially responsible manner and they
are able to understand the impacts on their health from
the consumption of alcohol use and the importance of
drinking responsibly.
+
Potential Medium Downstream Short,
medium and
long term
5. Water Use of water in our production processes as well as
for cleaning or water withdrawal from high stress areas
or areas with low precipitation can impact biodiversity,
local communities and future generations.
-
Potential High Upstream
and
Operations
Short,
medium and
long term
Pillar 1 - Reduce Our Carbon
Footprint
Production processes lead to the generation of
wastewater - disposal of poor quality or untreated
wastewater results in contamination of biodiversity and
fresh water sources impacting the environment and the
local communities.
-
Potential Medium Upstream
and
Operations
Short,
medium and
long term
6. Climate
change
and carbon
emissions
Greenhouse gas emissions in our value chain (Scope 1,
2 and 3) have adverse impacts on the environment.
-
Potential Medium Upstream,
Operations
and
Downstream
Short,
medium and
long term
Pillar 1 - Reduce Our Carbon
Footprint
Usage of fossil fuel based energy contributes to climate
change and pollution impacting the environment and
people.
-
Potential Medium Upstream,
Operations
and
Downstream
Short,
medium and
long term
Usage of renewable energy sources and improving
energy efficiency in the operations results in lower
pollution and impacts on the environment.
+
Potential Medium Upstream,
Operations
and
Downstream
Short,
medium and
long term
Achieving carbon neutrality/net zero shall significantly
reduce the amount of harmful emissions that contribute
to global warming.
+
Potential Medium Upstream,
Operations
and
Downstream
Short,
medium and
long term
7. Data privacy If data privacy is not safeguarded, potential impact
on those whose data we hold such as employees,
customers, and vendors in the event of a data breach or
cyber-attacks and their privacy is impacted.
-
Potential Medium Upstream,
Operations
and
Downstream
Short,
medium and
long term
Pillar 2 - Sustainably Source
Our Products & Services
Pillar 4 - Enhance Health,
Wellbeing & Capability of
Colleagues
8. Chemical
and Hazardous
material
management
Improper management of chemical and hazardous
material can cause contamination of the environment
and a safety/health hazard if not stored, managed or
disposed properly.
-
Potential Medium Operations Short,
medium and
long term
Pillar 2 - Sustainably Source
Our Products & Services
9. Air pollution Direct release of pollutants such as SOx, NOx and
particulate matter generated from our manufacturing
process deteriorates the ambient air quality impacting
public health and the environment.
-
Potential Medium Upstream,
Operations
and
Downstream
Short,
medium and
long term
Pillar 1 - Reduce Our Carbon
Footprint
Pillar 2 - Sustainably Source
Our Products & Services
10. Clean
labelling and
responsible
marketing
Products and associated communications are
presented to consumers in an ethical and socially
responsible manner to allow consumers to make an
informed choice based on accurate and fact based
information which is not misleading.
+
Potential Medium Downstream Short,
medium and
long term
Pillar 3 - Ensure Alcohol Is
Consumed Responsibly
Excessive consumption of alcohol can impact
consumer health.
-
Potential Low Downstream Short,
medium and
long term
Corporate Governance
Business & Strategy Financial Statements
59
Topic Impact generated
Direction
of impact
Impact
type
Impact
materiality
level
Value chain
mapping
Time
horizon
Strategy &
performance*
11. Biodiversity
and Land
The impact on natural ecosystems due to poorly
managed agricultural land and using pesticides/
herbicides and poor cultivation practices leads to
habitat loss and degradation, erosion, species loss, air
and water pollution, soil and water contamination.
-
Potential Low Upstream
and
Operations
Short,
medium and
long term
Pillar 1 - Reduce Our Carbon
Footprint
Pillar 2 - Sustainably Source
Our Products & Services
Carbon negative farming, e.g., cover cropping and
carbon sequestration, can support the creation of well
managed agricultural land, leading to healthier and
more productive ecosystems.
+
Potential Low Upstream
and
Operations
Short,
medium and
long term
12. Packaging
and Circular
Economy
Technological innovations in sustainable packaging
solutions contributes to the reduction of packaging
waste and lowers carbon and the overall environmental
impact.
+
Potential Medium Upstream,
Operations
and
Downstream
Short,
medium and
long term
Pillar 1 - Reduce Our Carbon
Footprint
Pillar 2 - Sustainably Source
Our Products & Services
Creating impact on the society and environment by
encouraging consumers to dispose of their finished
products responsibly.
+
Potential Medium Downstream Short,
medium and
long term
Improper controls around the disposal of materials
and ineffective use of alternative waste management
techniques (e.g. recycle, recover and reuse) can
generate waste and if not disposed properly can
contaminate the environment and lead to wasteful use
of resources.
-
Potential Low Upstream,
Operations
and
Downstream
Short,
medium and
long term
13. Diversity,
Equity &
Inclusion
Promoting equality, creating unbiased working
conditions, and creating equal opportunities for our
employees.
+
Actual Medium Operations Short,
medium and
long term
Pillar 5 - Build A More Inclusive,
Diverse, and Engaged C&C
14. Economic
Performance &
Contributions
The direct and indirect impact of an organisation’s
operations on its stakeholders and the environment
through its economic activities and monetary impact.
+
Actual Medium Upstream,
Operations
and
Downstream
Short,
medium and
long term
Pillar 2 - Sustainably Source
Our Products & Services
Pillar 6 - Collaborate With
Government, NGOs, and
Industry Programmes
15. Community
engagement
Engaging and supporting communities through
investment programmes, charities and partnerships
which uplifts and positively impacts local communities.
+
Actual Medium Operations Short,
medium and
long term
Pillar 6 - Collaborate With
Government, NGOs, and
Industry Programmes
16.
Transparency
and Reporting
The impact of applying transparency and best
practice reporting principles on ESG performance to
how we report to our stakeholders and meeting their
expectations.
+
Potential Medium Upstream,
Operations
and
Downstream
Short,
medium and
long term
All ESG Pillars
17. Input Raw
Materials
Procurement practices that take into account the
quantity and quality of materials used in manufacturing
leads to more efficient use of materials and reduces the
wasteful use of resources.
+
Potential Medium Operations Short,
medium and
long term
Pillar 2 - Sustainably
Source Our Products &
Services
18. Ethical
Business and
Resilience
Impact created on all stakeholders as a result of ethical
business practices and sustainable and resilient
business structures.
+
Potential Medium Upstream,
Operations
and
Downstream
Short,
medium and
long term
Pillar 2 - Sustainably
Source Our Products &
Services
19. Employee
Engagement
and
Relationships
Increased employee productivity and trust due to
consistent engagement with employees.
+
Potential Medium Operations Short,
medium and
long term
Pillar 5 - Build A More
Inclusive, Diverse, and
Engaged C&C
20. Worker
Rights,
Collective
Bargaining and
Freedom of
Association
Supporting, engaging and fostering good relationships
with Employees so that they are able to practice
freedom of association and expression leading to better
working conditions.
+
Potential Medium Operations Short,
medium and
long term
Pillar 5 - Build A More
Inclusive, Diverse, and
Engaged C&C
21. Employee
Benefits and
Development
Rewarding talent and retaining employees by offering
competitive remuneration and through measures
that promote professional development, long-term
employability, job satisfaction and healthy working
culture.
+
Potential Medium Operations Short,
medium and
long term
Pillar 4 - Enhance Health,
Wellbeing & Capability of
Colleagues
Responsibility Report
(continued)
Future Reporting
We understand that external stakeholders’
inputs are very valuable, especially
when conducting an impact materiality
assessment and gauging perspective from
an external point of view. It familiarises
us with the topics that are most material
to our stakeholders and also provides an
opportunity to share information about our
strategy and focus areas, aiding in creating
a transparent relationship between us. In
future reporting periods, engaging directly
with external stakeholders shall remain a
key focus area. We are conscious of the
need to prepare for the expected future
reporting requirements under the Corporate
Sustainability Reporting Directive (‘CSRD’)
which includes the completion of a double
materiality assessment.
60
C&C Group plc Annual Report 2023
Reduce Our Carbon
Footprint
FY2019-20 FY2020-21 FY2021-22 FY2022-23 Change YoY
Change V FY2019-
20
Natural Gas 88,630,000 83,199,000 89,904,000 79,232,000 -12% -11%
LPG 2,332,000 3,556,000 3,949,000 3,844,000 -3% 65%
LNG 5,591,000 5,007,000 - - -100%
Diesel 33,257,000 15,329,000 24,618,000 25,675,000 4% -23%
HVO 3,635,000
Petrol 450,000 111,0 0 0 346,000 1,303,000 277% 190%
Kerosene/Fuel Oil 65,000 209,000 208,000 209,000 0% 222%
Wood - - - -
Biogas 83,000 7,735,289 9,189,000 4,778,000 -48% 5657%
Electricity 41,401,000 41,187,73 8 41,900,128 40,467,461 -3% -2%
(Of which renewables) 14,737,000 14,946,029 39,486,899 36,844,224 -7% 150%
Total Scope 1 130,325,000 107,411,000 119,025,000 113,898,000 -4% -13%
Total Scope 2 41,401,000 41,187,73 8 41,9 0 0,128 40,467,461 -3% -2%
Total Scope 1 and 2 171,726,000 148,598,738 160,925,128 154,365,461 -4% -10%
Reducing carbon emissions
Our carbon emission reduction targets are validated by the Science Based Targets initiative
(‘SBTi’). We commit to reduce absolute Scope 1 and 2 greenhouse gas emissions by 35%
by 2030 from a 2020 base year. To meet our Scope 3 emissions target of 25% reduction by
2030, we will work with our supply chain to set ambitious targets. 67% of C&C’s suppliers
and customers by emissions will have science-based targets by 2026.
Target KPI
Reduce direct operations emissions
by 35% by 2030 (Scope 1 and 2)
19% location based reduction from
FY2020 (base year)
31% market based reduction from
FY2020 (base year)
Reduce value chain emissions by
25% by 2030 (Scope 3) 23% reduction from FY2020 (base year)
C&C’s targeted supply chain partners
will have science-based targets by
2026
67% of supply chain by emissions
committed to science-based targets
Conservation of Energy
The Group is committed to transitioning our operations to clean energy sources in line
with our carbon reduction targets. We have committed to switching to renewable energy
where possible, and c. 91% of our total electricity use for the Group is renewably sourced.
We have recently confirmed a Corporate Purchase Power Agreement for our Clonmel
manufacturing site, obtaining electricity from the Cronalaght Wind Farm in Donegal.
We identify and manage energy costs in each operating site and country of operation,
setting energy reduction targets to help reduce our exposure to future changes in energy
costs.
Our Energy Consumption position is set out below.
Corporate Governance
Business & Strategy Financial Statements
61
Total C&C 2022-23
Scope 1 21,989
Scope 2 - Location based figure 9,605
Scope 2 - Market based figure 588
Scope 3 555,434
Purchased Goods (Total for CDP) 383,186
PG Subtotal - Agriculture 33,750
PG Subtotal - Brewing Ingredients 20,088
PG Subtotal - Packaging 53,270
PG Subtotal - Distributed product 276,078
Capital Goods 10,047
Investments 555
Fuel not in Scope 1 & 2 7,16 4
Upstream Transport 48,698
Waste 1,411
Business Travel 1,10 0
Employee Commuting 2,225
Downstream Transport 37, 819
Use of Sold Products (Total for CDP) 51,756
Use - Own Products 10,733
Use - Distributed Products 41,023
End of Life Treatment (Total for CDP) 11, 886
End of Life - Own Products 1,631
End of Life - Distributed Products 10,255
Total Footprint (Location-based) 587,0 29
Total Footprint (Market-based) 578,012
Responsibility Report
(continued)
Scope 1, 2 and 3 emissions
The table below outlines C&C Group’s
carbon emissions in FY2023, including
Scope 1 and Scope 2 (with location and
market-based emissions) and a detailed
breakdown of Scope 3 emissions. To drive
further progress in C&C’s de-carbonisation
efforts, the Group has set a target under
the 2022 Long Term Incentive Plan (‘LTIP’)
to reduce its Scope 1 emissions and Scope
2 emissions over the three financial years
ending FY2025. The incentive relates to
delivery of a 12% (4,500 tonnes) reduction
in Scope 1 and 2 carbon emissions (versus
FY2020).
C&C Group’s Scope 3 emissions (including
Purchased Goods, Use of Sold Product,
End of Life Treatment and other indirect
emissions) account for approx. 95% of
C&C’s total emissions. We recognise our
responsibility and the need to collaborate
with suppliers and customers to tackle
these emissions. C&C is part of the CDP
Supply Chain Screening Programme,
working closely with key supply chain
partners and requesting them to disclose
climate-related information to allow us to
use the reported data to measure supplier
environmental impacts and collaborate
with them to track progress of sustainability
goals and/or commitments. We encourage
our key supply chain partners to disclose
their carbon footprint via CDP as C&C has
done since 2010.
62
C&C Group plc Annual Report 2023
Initiative Progress Targets
Science Based
Target Initiative
(‘SBTi’)
C&C Group’s emissions reduction targets, which are grounded in
climate science, received independent validation and approval by
the Science Based Targets initiative (‘SBTi’) in January 2023.
C&C is committed to reducing absolute
Scope 1 and Scope 2 greenhouse gas
emissions by 35% by 2030 (versus
FY2020 base year). To achieve the
target of reducing Scope 3 emissions
by 25% (versus FY2020 base year) by
2030, the Group has also committed
that suppliers and customers making up
67% of Scope 3 emissions (Purchased
Goods, Downstream Transport and Use
of Sold Goods) will have science-based
targets in place by 2026. The Group
will continuously engage with suppliers
and customers to support them to set
science-based targets for their own
emissions.
Energy Conservation Summary of Energy Conservation Projects implemented:
• Solar Panels (Bulmers Clonmel)
• Boiler house Energy Recovery (Tennent’s Wellpark)
• AD Plant Heat Recovery (Tennent’s Wellpark)
• Hot Liquor Tank Replacement (Tennent’s Wellpark)
• LED Lighting Upgrades (C&C depot sites)
Estimated reduction of 2,000 tonnes CO
2
e
Continued commitment to energy
conservation initiatives at sites across
C&C Group. In the next financial year,
installation of a heat pump is being
explored at two manufacturing sites
(Bulmers Clonmel and Tennent’s
Wellpark) with the potential to provide an
annual carbon reduction saving of over
3,000 tonnes CO
2
e.
Fleet
Decarbonisation
Summary of Fleet Decarbonisation Projects implemented:
Alternative Fuel Trials: Hydrotreated Vegetable Oil (‘HVO’) trials at
two C&C depots (Bedford and Runcorn) throughout 2022.
Estimated CO
2
reduction of 900 tonnes CO
2
e Electric Vehicle
(‘EV’) Trials: Trials at two sites (Park Royal depot and Wellpark
Brewery) was the first stage in electrifying the fleet as part of C&C’s
decarbonisation strategy. This process has been successful in
proving the capability and the limits of this type of vehicle in our
operations. In addition, C&C completed a three-week trial with
Volvo in December 2022 in partnership with the Scottish Wholesale
Association.
Continue and expand trials across C&C’s
distribution network, involving larger EV
vehicles and alternative fuels.
Work with Scottish Wholesale
Association and other partners
across UK and Ireland to explore
new technologies to accelerate fleet
decarbonisation.
Out of Plastics To reduce our environmental impact and ecological footprint, all
C&C Group’s canned product is now packaged in fully recyclable
cardboard, removing more than 200 million plastic rings per
annum. The investment also recognises the future market changes
including the Deposit Return Scheme (‘DRS’) introduction in
Scotland, planned for March 2024 and in Ireland, February 2024.
Continued commitment to UK Plastics
Pact targets and exploration of circular
economy opportunities to improve reuse
and recycling across the Group.
FT Europe's Climate
Leaders 2023
For the third year in succession, C&C has been identified, by the
Financial Times and leading research agency Statista, as being
one of the most ambitious European companies in reducing their
greenhouse gas emissions relative to their revenue.
Maintain position as an ambitious
Climate Leader in Food and Beverage
category of FT’s Climate Leaders 2024.
Corporate Governance
Business & Strategy Financial Statements
63
Streamlining our Logistics
Operations
In providing our customers with a complete
drinks distribution service, transportation
and logistics are a significant part of C&C’s
carbon footprint. Through our ‘end-to-end’
supply chain model, we have approximately
360 vehicles in operation across the UK
and Ireland. Our Supply Chain Logistics
and Procurement teams have a dedicated
focus on Continuous Improvement, using
our Group-wide logistics forum to share
best practice and efficiencies to consolidate
deliveries, reduce transport miles and
minimise environmental impact. Using our
fleet management platform, Microlise, our
teams have real-time data on location,
driver efficiencies and utilisation, as well as
safety and compliance. This system allows
a data-driven approach, improving route
optimisation across our secondary network,
reducing fuel consumption and driving
efficiencies.
Across our fleet, all new vehicles leased or
purchased must meet the EURO 6 standard
and 93% of our fleet are currently EURO
6. We amended vehicle specification (by
for example, applying the Direct Vision
Standard for heavy goods vehicles which
assesses and rates how much the driver
can see directly from their cab in relation
to other road users). We have 34 solar-
assisted trucks in our delivery fleet. With
solar panels on the roofs, the trucks use
solar energy to power all on-board ancillary
equipment, cutting fuel consumption by 5%.
C&C Group’s ‘Fleet Decarbonisation
Transition Plan’ is focused on utilising a
range of technologies and processes to
meet our ambitious carbon reduction
targets. The ten-year plan prioritises
measures including Continuous
Improvement initiatives, alternative
and decarbonising fuels, as well as a
transition to battery electric vehicles
(‘BEVs’) and hydrogen vehicles (‘HVs’)
when infrastructure and equipment is
commercially available. As a Group, we
are exploring all tools and technologies
available to reach our carbon reduction
targets in fleet decarbonisation.
Water Optimisation and
Conservation
As part of our sustainability commitment,
we remain committed to reducing our water
usage. C&C Group has a water efficiency
target of 3.4:1 (Water Ratio of hectolitres
extracted versus hectolitres produced),
and is committed to maintain this position.
Our water efficiency KPI shows that we
have maintained our water ratio in FY2023,
meeting our target.
Maintaining our current efficiency rating
requires investment across the Group. We
have conducted an analysis of improvement
opportunities and these have been reflected
in Capex projects including:
• Upgrading can filler at Wellpark
• Bottle Pasteuriser Filler at Wellpark
• Filtration Plant water recovery at Wellpark
• Upgrade to pasteuriser at Clonmel
• Packaging water recovery at Clonmel
In addition, Anaerobic Digestion (water
treatment) plants are fully operational at
both Wellpark and Clonmel and have
reduced our sites’ wastewater emissions
and improved the quality of our wastewater
discharged by c.90%.
In 2022, C&C again participated in the CDP
Water Security questionnaire and achieved
an improved score, moving from a C rating
to a B-.
Waste Minimisation and
Circularity
Across our manufacturing sites, C&C
Group has maintained a commitment
to Zero Waste to Landfill. Our waste
management policy is guided by a waste
hierarchy approach, prioritising prevention,
reuse and recycling where possible. In our
manufacturing sites, waste materials are
source-segregated, and in all operations
waste minimisation and prevention is
prioritised. We routinely monitor our waste
streams for contamination and target
improvement through our waste KPIs.
100% of our manufacturing by-products are
recycled for use as animal feed or organic
compost. Over 20,000 tonnes of spent
grain and apple pomace were used as
animal feed, with the remainder of our waste
either recycled or sent for energy recovery.
In 2022, as part of a Scottish Government
funded initiative, Tennent’s conducted
a Circular Economy Assessment with
Zero Waste Scotland (‘ZWS’) and leading
environmental consultancy, Eunomia. The
results of this assessment have shaped
our Group approach and as part of our
continued commitment to circular economy
principles, the Group is exploring further
circular opportunities in our operations and
to develop a pathway towards adoption
and implementation of those opportunities.
Through Glasgow Chamber of Commerce’s
‘Step Up to Net Zero’ programme,
Tennent’s has recruited a placement to
deliver on our Circular Economy action plan.
Responsibility Report
(continued)
64
C&C Group plc Annual Report 2023
Sustainably Source
Our Products &
Services
Collaboration with our Apple and
Barley Growers
C&C Group is committed to sourcing
our raw materials from local sustainable
sources. All apples crushed at the Clonmel
site to produce Bulmers and Magners cider
are sourced from the Island of Ireland.
As well as having 165 acres of our own
orchards in Co. Tipperary, there are over
50 partner growers on the Island, with
whom we work closely. The health and
sustainability of the Irish apple growing
sector is therefore central to C&C’s
strategy. A key aspect of apple orcharding
is the health of the population of bees and
other pollinating insects. As part of our
commitment to protect the biodiversity of
bees, C&C is a patron of the All-Ireland
Pollinator plan and patron of the South
Tipperary Bee-Keepers Association
who carry out activity on the protection
and promotion of the species in our
Redmonstown Orchard, where we maintain
over 13km of healthy hedgerows to support
the bee and pollinator population and
maintain strong biodiversity in the area.
We also recognise that, since our products
are largely based around agricultural inputs,
investment in techniques which increase
yields for our apple growers also serves
to provide greater resilience in our supply
chain – for example, diversification of crop
varieties helps to minimise risks relating to
variable weather patterns and harvests.
In Scotland, our Tennent’s beers are
brewed using 100% Scottish malt. We
seek to support the growers of our key
raw materials such as barley and wheat
through long-term supply arrangements,
with sustainability a key consideration.
Malting barley is only purchased from farms
with current and up-to-date, independently
audited farm assurance schemes. 75%
supply of malt is Food Standard Agency
(‘FSA’) Gold accredited and the balance is
Red Tractor assured, which ensures the
best environmental practices are adhered
to.
Case study:
Bulmers Always Begins with
a Bee Campaign
The bees pollinate the blossoms, that
become the buds, that give life to the 17
varieties of apples that go into every pint
of Bulmers. But Ireland’s bee population
is vital to more than Bulmers – bee
pollination is vital to all life.
Building on the success of our campaign
in FY2022, this year, Bulmers extended
its efforts to save Ireland’s bees via
an instant win on-pack promotion on
Original and Light 8 packs, that gave
consumers the opportunity to win an
apple tree. In addition, 10c from every
pack sold went to All Ireland Pollinator
Plan (AIPP) for the future of Ireland’s
Bees, raising €20,000. On World Bee
Day, May 20
th
, Bulmers distributed
a pack of wild bee flower seeds to
colleagues to encourage them to ‘Go
Wild’ and play their part in providing
much needed shelter to Ireland’s bees.
Corporate Governance
Business & Strategy Financial Statements
65
Supply Chain Engagement
C&C’s Ethical and Sustainable Procurement (‘E&SP’) Strategy is focused on proactive
engagement with our supply chain, with key objectives targeting social and ethical
standards and environmental issues, including climate change. Through our E&SP
approach, we request all Suppliers comply with C&C’s Code of Conduct and Modern
Slavey policy as a prerequisite of trading with our business. All Suppliers are required to
complete our E&SP questionnaire, which confirms partners’ commitment to environmental
management, health and safety, sustainability, DE&I, ethical working practices and overall
corporate social responsibility. In addition, audits and reviews across the supply chain –
during initial procurement and throughout the contractual agreement – provide assurance
where required.
Initiative Progress Targets
Ethical and
Sustainable
Procurement
(‘E&SP’) Strategy
Commitment to Code of
Conduct / Modern Slavery
compliance.
Undertake E&SP benchmarking
review with external consultants
to create organisational roadmap
to move beyond compliance.
E&SP KPIs:
Code of Conduct / Modern
Slavery sign up – 81% achieved
versus 100% target.
CDP Supplier Screening sign
up – 67 suppliers versus 55
suppliers target
CDP Supply
Chain
Engagement
Programme
CDP awarded C&C Group
an A- rating for Supplier
Engagement, acknowledging
our performance on
governance, targets, scope
3 emissions, and value chain
engagement in the CDP
climate change questionnaire.
Engage strategic supply chain
partners in CDP and request
that they disclose climate-related
information to allow us to use
the reported data to measure
supplier environmental impacts
and collaborate with them to
track progress of sustainability
goals and/or commitments.
Deliver a CDP Supplier Webinar
in FY2024 to support suppliers in
their disclosure.
ISO 14001 The Group has achieved the
ISO 14001 certification for
its Clonmel, Matthew Clark
(Whitchurch, although scope
covers all vehicle emissions
including commercial fleet
and all waste and packaging
requirements) and Bibendum
sites.
Maintain ISO 14001 certification
and extend to additional sites.
MSCI ESG
Ratings
Progression in ranking to
AA (Jan 2023) versus A (Feb
2022).
Maintain AA rating in FY2024.
Bibendum
At Bibendum, furthering our sustainability
agenda is a question of culture – ensuring
the right decisions are made at every big
and small step of the way. Bibendum’s Vivid
charter was founded in 2008, and we are
one of the few UK drinks businesses with
ISO 14001 accreditation, first awarded in
2011.
Bibendum partners with mindful producers,
while pursuing a positive impact on the
planet and communities. Collaboration
focuses on practices such as organic
and biodynamic viticulture, ISO 14001
certification, carbon emission reduction,
water management, waste reduction and
recycling, and ethical working conditions.
There is a consistent focus on sustainability
throughout our events and communications
in the year. Bibendum has recently
joined the Harpers Sustainability Charter
as a Sustainability Champion, and the
Sustainable Wine Roundtable. Both
membership organisations provide a greater
opportunity for knowledge sharing and
collaboration across the wine producing
supply chain.
Responsibility Report
(continued)
66
C&C Group plc Annual Report 2023
Ensure Alcohol
Is Consumed
Responsibly
Alcohol Awareness
At C&C, we advocate the responsible
consumption of the brands we
manufacture and distribute. We
are committed to the promotion of
responsible drinking and moderate
consumption of our products to ensure
they are enjoyed safely by consumers.
Promoting 0%, Low Alcohol &
Low-Calorie Variants
Recognising the evolving trends around
consumer moderation and reduced
consumption, C&C has introduced low/
no alcohol and low-calorie variants of
its core brands. This is supplemented
by the Group offering a broad range of
third party low/no alcohol and low-calorie
variants to meet increasing customer and
consumer demand. Since FY2019, low/
no volume distributed by C&C has grown
52%.
Consistent with our commitment towards
responsible alcohol consumption, and
to ensure that consumers are provided
with the full information on our products,
we continue to display calorie information
and the Chief Medical Officer guidelines
on the primary packaging of our major
brands in the UK and Ireland.
In June 2022, the ASA challenged C&C
Group regarding some social posts
on the Tennent’s Facebook page. The
word ‘just’ was used ahead of the
calorie content for some posts regarding
Tennent’s Light – “just 66 calories”,
which is in breach of the CAP code for
advertising of nutritional information on
alcoholic drinks. As soon as this was
flagged, it was immediately resolved on
our channels.
Alcohol Awareness Training
C&C is 100% committed to the responsible
promotion of alcohol and adherence
to all legislation, and the self- and co-
regulatory codes in the UK and Ireland.
All C&C colleagues working in marketing
and communications undertake annual
mandatory training on the CAP/BCAP and
the Portman Group Codes of Practice in the
UK and CopyClear in Ireland. This builds
colleague capability, protects our license to
operate, our brands’ reputation and, most
importantly, our consumers and society.
This training is mandatory for relevant
colleagues and must be undertaken
annually. All new colleagues, in marketing,
communications, corporate affairs and legal
functions, should undertake the training
within three months of starting their role.
Launched in September 2022, by February
2023, 54% of colleagues had completed
this training.
The Group also partners with leading
alcohol charity, Drinkaware, to provide our
colleagues access to e-learning resources
to improve alcohol awareness and
understanding. The training is designed to
support colleagues’ health and wellbeing
and ensure a safe working environment.
Supporting Drinkaware and
Drinkaware.ie
We include “Drinkaware” & “Drinkaware.
ie” and responsible drinking referencing
prominently on all of our owned brand
communications (including TV, out of home,
social media and on our sponsorship media
assets) in the UK and Ireland.
Portman Group
C&C continue to support Portman Group
aims to deliver higher standards of best
practice and ensure the responsible
marketing and promotion of alcoholic
products.
The Group accesses Portman Group
services including training and advice
on how to market in line with Codes of
Practice and research around alcohol
trends. C&C participates fully in all Portman
forums including Council and Public Affairs
Directors meetings and supports their
work on key industry initiatives including
Alcoholic Drinks Industry Forum, low
and no alcohol industry roundtable and
responses to Government consultations
including Scottish Government Alcohol
Marketing Restrictions and UK Government
Mandatory Labelling proposals.
Corporate Governance
Business & Strategy Financial Statements
67
Challenges in recruitment of permanent staff and resulting overreliance on agency
colleagues contribute to C&C failing to hit RIDDOR and LTA KPIs. We will see improved
performance as recruitment challenges have started to stabilise, we deliver enhanced H&S
training for all colleagues and embed our new Health, Safety and Operational Risk Strategy.
We have seen some improvement in RIDDOR and LTA since November, and we have
finally returned to pre-COVID rates (although the three sites that are still having difficulty in
recruiting permanent staff account for the highest accident rates).
KPI FY22 Base
Restated
KPI (10%
reduction)
Performance
FY23
Reduce by 10% YOY - RIDDOR - Reporting of Injuries,
Diseases and Dangerous Occurrences Regulations
(incidents per 100,000 hrs) 0.37 0.33 0.65
Reduce by 10% YOY - LTAR - Lost Time Incident Rate
(incidents per 100 employees) 1.97 1.77 1.85
We anticipate further improvement via the launch of our new Health and Safety strategy and
as we rely less on agency staff.
Enhance Health,
Wellbeing & Capability
of Colleagues
Our main priority will always be the
health, safety, and wellbeing of our
employees; recognising the key
importance of delivering better safety
standards and improving the wellbeing of
our colleagues.
Safety First
C&C has launched a new three-year
Health and Safety Strategy with a vision
of achieving zero lost time accidents
across the Group with the ultimate
purpose to ‘provide a safe and healthy
workplace’.
The “Vision Zero” strategy focuses on
four priorities:
• Regulatory Compliance
• Designing a safe and healthy
workplace
• Fostering a culture of proactive health
& safety
• Monitoring Performance
To help improve Health and Safety
across the Group, we set KPIs to reduce
both Reporting of Injuries, Diseases and
Dangerous Occurrences Regulations
(‘RIDDOR’) and Lost Time Accidents
(‘LTAs’), for employees, agency staff and
contractors, by 10% (versus FY2022).
We failed to achieve these KPIs in
FY2023. Tracking shows that the highest
incidence of C&C RIDDOR and LTAs
occur in Warehousing and Distribution
sites across the Group, however
Wellpark Brewery and a number of
depots achieved a full year without any
LTAs .
Health & Wellbeing
Health and wellbeing external support
systems
Colleagues across the Group have
ongoing access to Employee Assistance
and Occupational Health programmes.
In addition, colleagues have 365, 24/7
access to free and confidential mental
health wellbeing support programmes via
external specialist providers. This mental
health wellbeing support also extends to
colleagues’ partners or spouses and any
dependents over the age of 16 years who
are still living at home.
In Ireland, colleagues can access Health
Screening Plus which offers on site
employee health screening and lifestyle
assessments. In the UK, we have launched
C&C’s Aviva DigiCare+ Workplace, a free
employee healthcare benefit. Accessed via
an app, colleagues can access five different
services: an annual Health Check, Digital
GP, Second Medical Opinion, Mental Health
Consultation and Nutritional Consultation.
During the year, free influenza jabs were
again offered to all colleagues across the
Group.
Responsibility Report
(continued)
68
C&C Group plc Annual Report 2023
Employee Resource Groups (‘ERGs’)
C&C has four Executive Committee-sponsored Employee Resource Groups, to enhance our Health and Wellbeing efforts in key areas
identified by colleagues:
Physical Health - how we
prioritise our physical wellbeing
during times of stress and
different ways of working.
Initiatives include:
• Get Fit for Spring Campaign.
• ‘Health Heroes’ sharing their
journey to inspire colleagues.
• Incentives and giveaways
inc. water bottles, Fitbit,
bikes and gym membership.
• Blue Monday – insulated,
reusable water bottles
distributed to all colleagues.
• Business partnership with
Love to Ride cycle scheme
launched – colleagues can
use the online community to
log their cycle rides and win
prizes.
Mental Health - to ensure
no colleague faces a mental
health problem alone.
Initiatives include:
• Over 1,200 colleagues
joined the World Mental
Health Day video call
in October 2022 where
Sir Lenny Henry shared
his own mental health
experience and journey.
• Time to Talk Day February
– encouraging colleagues
to make space for
conversations on Mental
Health.
Parents Returning to
Work - how we can support
working parents.
Initiatives include:
• Reviewing family leave
policies.
• Removing barriers for
career development.
• Building on a culture of
flexible working.
Menopause – to highlight
that menopause is an
“everyone” issue
Initiatives include:
• Partnering with The
Menopause Hub.
• Developing programmes
around: Safe Space to
Talk & Listen; Education &
Awareness; and Policy &
Support.
These employee-led, voluntary groups aim to foster a diverse, inclusive, and equitable
workplace. The ERGs also aim to create a sense of belonging by inspiring conversations,
while bringing new ways to look at issues and ultimately deliver innovative solutions. Each
ERG is sponsored by an Executive Committee member, to create and deliver these critical
areas with their ERG Members.
Mental Health First Aiders
To enhance the external Employee Assistance Programmes that are in place across C&C
Group, we have already introduced c.50 fully certified Mental Health First Aiders (‘MHFAs’),
with a commitment to training an additional 100 MHFAs in FY2024. These volunteers
provide the initial help to any colleague who is developing a mental health problem or
experiencing a worsening of an existing mental health problem. This first aid is given until
appropriate professional support is received or until the crises resolves.
The role of our Mental Health First Aiders is to:
• Raise awareness of wellbeing activities and initiatives
• Challenge the stigma around mental wellbeing
• Actively listen and signpost support to colleagues
• Build trust, demonstrate compassion, and respect confidentiality
• Collaborate with other First Aiders (and networks) to share best practice
• Be open and lead the charge in sharing stories about mental health awareness
The mental health first aid training aims to teach colleagues how to identify, understand and
help someone who may be experiencing a mental health issue.
Supporting our MHFAs with the skills,
knowledge and confidence to assist our
colleagues, their family members, friends,
and others is a key differentiator in our
business. The C&C Group Mental Health
First Aid policy further supplements the
training provided to our colleagues and our
community, and providing clear guidance
on the role and expectations is essential
to foster a culture of trust and encourage
colleagues to seek support.
Corporate Governance
Business & Strategy Financial Statements
69
Remote working
To facilitate and support remote working,
the Group operates a Right to Disconnect
Policy and our Agile Working Guidelines.
The Right to Disconnect refers to all
employees’ right to disengage from work
and refrain from engaging in work-related
communications, such as emails, telephone
calls or other messages, outside normal
working hours. Our aim is to cultivate a
culture of hard work within normal hours
while fully respecting personal life and time
outside of work.
In 2022, C&C Group conducted an
annual employee travel survey to gather
baseline data on how colleagues travel
to and from their place of work. Results
showed that approximately 10% of
C&C’s workforce cycled to work, and
an additional 16% of respondents
highlighted that they would be more
likely to have an active commute to
work if workplace facilities and policies
were improved. As part of C&C Group’s
journey to becoming a Cycling Friendly
Employer, we are working to improve
access for colleagues.
Through grant funding from Cycling
Scotland, new bicycle shelter facilities
have been installed at three Tennent’s sites
(Wellpark, Cambuslang and Newbridge),
with colleagues also having access to bike
maintenance equipment on-site. At C&C’s
new Bristol office, colleagues have access
to upgraded bicycle shelter facilities as well
as lockers and showers. C&C’s Cycle to
Work policy has been improved to increase
the value of bicycles that colleagues can
purchase through the scheme, and the
Group has a company account with the
Love to Ride platform: a supportive bike
riding encouragement platform and
online community for all levels of riders.
In addition, across the Group, cycling
events have been arranged to support
colleagues in accessing active travel
and social cycling opportunities. In May
2023, a Dr Bike event was hosted at our
Cambuslang depot offering colleagues
free bicycle repairs and maintenance
support.
C&C4Me Platform
In FY2023, the Group launched C&C4Me,
allowing colleagues’ access to hundreds
of offers to help them save money on
everyday purchases, covering groceries
and clothing, entertainment, tech, and
travel. The platform offers the very best
deals and discounts, allowing colleagues
to make meaningful savings every time
them shop. Approximately 150 colleagues
per month are accessing C&C4Me and
have made savings of c.€17,000 (£15,000)
in the four months since launch.
Managers play a key role in implementing
these policies; however, colleagues can
follow a formal complaint procedure if
their experience does not live up to our
commitment.
Our Agile Working Guidelines provide a
clear steer on our approach to agile working
for colleagues who have flexibility in their
work location or working pattern to balance
business needs with individual preferences.
Agile Working is an informal arrangement
that may enable a better work-life balance
for our people, where job roles within C&C
Group do not require attendance at a
specific workplace at a particular time.
Responsibility Report
(continued)
Case study:
Our journey to becoming a Cycling Friendly Employer
70
C&C Group plc Annual Report 2023
Learning and Development
Programmes
We are committed to rewarding and
recognising our colleagues while continuing
to invest in their career and personal
development and we aspire to have the
most talented, engaged and inspired
colleagues in our industry.
Our vision is to be a purpose-led employer
of choice that enables, supports, engages
and develops great leaders and colleagues
by delivering an outstanding employee
experience.
C&C is committed to professional
development across all functions, including
Finance, Marketing, Sales, Operations
and HR. Support covers further education
and professional exams including SVQs in
Management, MBAs, CIMA, CIPD and IBD
qualifications.
Following a strategic review of our approach
to Learning and Development in FY2022,
C&C Group has introduced our People
Growth agenda under 5 key pillars.
We are rigorous
logical and
creative
We win hearts
and inspire
others
We deliver
results and
create a culture
of winning
together
We build
everyone’s
confidence and
foster the
courage to act
We support
and develop
all our people
to be their best
We build trust
Quality
Respect
Joy
Our People Plan is guided by our leadership behaviours framework, aligned with our three
values of “Joy”, “Respect” and “Quality”.
C&C Group Leadership Behaviours
Develop the best
leaders
Develop our
differentiating
capabilities
Execute people
processes
consistently &
perfectly
Live our Values,
Behaviours and
Culture
Bring the outside
in to win!
• Leadership standards
• Leadership
development
• Continuous leadership
assessment (360
development
feedback)
• Rewarding the “how”
as well as the “what”
• Capability gap
assessment
• Structured capability
measurement
• Continuous
external/competitor
benchmarking
• Deliver “one C&C”
programme
• Organisational design
& delivery
• Performance
management
• Talent management
• Career development
and pipeline
management
• Compensation &
Benefits
• Group Policy
deployment
• More structured,
deeper, company wide
communication
• Embed “one C&C”
mindset
• Clear feedback loops,
including people &
technology
• Accelerate Diversity,
Equity and Inclusion
journey
• C&C “employer brand”
development
• Attracting talent
through technology
• Leaders as talent
magnets
• Pro-active talent
targeting
Corporate Governance
Business & Strategy Financial Statements
71
Leading to Win
At C&C Group, we recognise that the
success of our business is dependent on
the success of our people and that requires
great leadership. The Group has partnered
with Aspire Development Ltd. to develop
a leadership development programme
that will help current and future leaders to
consider the impact they have as a leader,
expose them to new insights and different
ways of thinking about themselves, their
team and their contribution to the success
of our business. This learning is completely
aligned with C&C vision, values and
strategic objectives.
This certified training is aimed at two levels
of colleagues – Foundation and Advanced
and will last between thirteen and fifteen
months.
Cyber Training
Recognising that human error is involved
in more than 90% of security breaches,
over the last year our Technology and
Transformation team have rolled out security
awareness training to colleagues, to help
minimise risk. This training covers monthly
phishing tests where users clicking on a test
link are enrolled in phish awareness training.
In August 2022, we ran the first all-
C&C Security Awareness Training as a
competition and over 900 colleagues
successfully completed the course and test.
We followed this up with a second invite for
Security Awareness Training and a further
500 colleagues completed the course and
test. For 2023, we kicked off the training
in March 2023 with 1,464 successful
completions and are following up with those
that have yet to do so (any new starters are
automatically enrolled). Over the last year,
our phish tests led to over 500 test URLs
being clicked and users enrolled in specific
phishing awareness training.
Embed key codes including
Employee Code of Conduct
The Group continues to roll out online
policy compliance training, created by legal
specialists, ZING (DWF Advantage), on:
• Code of Conduct
• The Bribery Act
• Fraud prevention
• Cyber security
• Cyber-crime
• Information security at C&C
• Modern Slavery
• Whistleblowing with confidence
• Financial crime compliance
• Updated C&C Policies
• Competition Law
The Group will create a leadership culture based on our behaviours, focusing on the following five areas:
Leadership
Development
Performance Recruitment Coaching &
Mentoring
Leadership
Careers
• Development plans
based on 360
feedback -Cohorts
from October
• Programmes develop
our behaviours i.e ILM
Level 3 & Level 5 from
2023
• Personal Development
Objectives from March
2023
• Check-ins
Conversations –
behavioural examples
supporting feedback
• External assessments
for selected Senior
Positions 2023
• Behavioural interview
questions 2023
• Coaching
conversations based
on behavioural
objectives
• Frames mentoring
conversations for
future leaders
• Future leaders
assessed against
framework
• Career progression
based on role
modelling
Responsibility Report
(continued)
72
C&C Group plc Annual Report 2023
decision-making. While incorporating
all aspects of diversity, we have placed
a particular focus on gender and ethnic
diversity in light of the Hampton Alexander
and Parker Reviews.
Diversity, Equity & Inclusion
(‘DE&I’) Advisory Group
In July 2022, the Group established
our DE&I Advisory Group, represented
by colleagues across business areas
and locations, with a clear focus on
understanding our colleague population to
drive our DE&I Strategy.
To inform our DE&I strategy and guide
our actions, the Group is utilising the
Global Diversity, Equity and Inclusion
Benchmarking Framework and
collaborating on the industry Diversity in
Grocery Partnership. In addition, C&C
has engaged a leading DE&I consultant
to support our efforts by conducting a
robust audit to provide honest, detailed
and constructive feedback and create a
roadmap of how the Group can improve its
DE&I practices and approach. Colleagues
acknowledge our efforts in this critical
area with November 2022 Peakon Survey
Diversity and Inclusion score of 7.7, +0.3
(versus May 2022).
Gender Pay Group Reporting
We published our inaugural gender pay
gap report in December 2022, in line with
the regulatory requirements for companies
in Ireland having published gender pay
gap reports in the UK since the regulations
were introduced in 2019. This constitutes
an opportunity to further assess and report
on our strategy and progress towards
promoting diversity, equity and inclusion
at C&C, and as we build a culture where
everyone can progress. Ensuring that our
colleagues are paid a fair and equitable
rate for the work they do, regardless of
gender or other differences, is of extreme
importance to the Board.Outlined in the
report are two medium term priorities to
continue to drive progress in this critically
important area:
• Attracting female talent into our
organisation into roles and business
areas that have previously been less
gender balanced.
• Retaining female talent in our organisation
by identifying personal growth and
development opportunities and
embedding clear succession planning.
Employee Engagement Tracking
Colleague engagement is a key priority for
C&C Group and is an agenda item at each
Board, Executive and ESG Committee
meeting.
Build A More
Inclusive, Diverse, and
Engaged C&C
Diversity, Equity and Inclusion
At C&C, we seek to embrace diversity,
equity and inclusion across our business
and look to create a welcoming culture
where everyone feels comfortable to be
themselves. We champion individuality
and believe diverse perspectives help us
create a better workplace for ourselves
and others.
We strive to provide a safe, caring
and supportive work environment for
all our colleagues. We treat everyone
with fairness, respect and honesty.
We encourage the same approach
among our customers and suppliers.
By employing people who reflect the
diverse nature of society we will attract,
engage and inspire colleagues to be the
best version of themselves every day
and make C&C a great place to work for
everyone.
Diversification of Board
With each review of its composition,
and when considering any appointment,
the Board has particular regard for
diversity of gender, social and ethnic
backgrounds, nationality, and cognitive
and personal strengths. Diversity
at Board level – and throughout the
organisation – is key to ensure that
we incorporate a wider range of
perspectives in deliberations and
Corporate Governance
Business & Strategy Financial Statements
73
Our aim will always be to make C&C a
great place to work for all colleagues with
the Peakon survey being a key channel
to capture their views. In 2022, all C&C
colleagues were surveyed via Peakon
in May and November. These surveys,
submitted anonymously, look to identify
where we are as a business and how
our values reflect colleagues’ experience
working at C&C.
Peakon survey results are shared with the
Executive Committee and the Board and
cascaded to direct reports and broader
business areas. Actions taken based on
survey feedback include a review of reward
and remuneration, engaging colleagues
on our business strategy via weekly and
monthly calls and face-to-face regional
roadshows, and a review of colleague
benefits. Survey feedback has also resulted
in the establishment of our four ERGs,
focusing on mental health and wellbeing,
physical health, supporting working parents
and menopause and our DE&I Advisory
Group. These colleague-led forums
promote a culture of diversity and inclusion
across our business, with many colleagues
having personal interest and experience
in these areas, which helps guide our
business and informs decision making. In
FY2023, engagement survey participation
rates reached industry-leading levels and
we made significant, positive improvement
on our engagement score.
The Group recognises that communication
is a priority in improving colleague
understanding of strategy & mission.
Alongside weekly briefings to managers
and monthly briefings to all colleagues,
roadshows were held in GB and Ireland
to present and discuss brand plans and
receive feedback from colleagues. In
October 2022 and again in March 2023,
sessions to communicate strategy were
held with senior leaders. The content from
these Forum sessions is cascaded across
the business, to allow colleagues to identify
how C&C’s purpose, values and strategy
can be embedded in their day-to-day work.
Colleague “Our Forum” sessions were again
held across the Group, hosted by Executive
Committee members and Non-Executive
Directors. These sessions provide a short
business update, with the key focus being
to answer any questions or concerns that
colleagues have about C&C. Our Forums
build on existing employee engagement
opportunities and the Group’s continuing
efforts to develop a culture of informality,
transparency, and trust. The aim is to
provide a further opportunity to increase
two-way dialogue between the Group and
all staff. They also allow our Non-Executive
Directors to hear directly from colleagues
and feedback to the C&C Board.
Whistleblowing – Vault
At C&C, we work hard to foster a safe,
inclusive working environment. We have
a zero-tolerance policy for all forms of
bullying, harassment and discrimination,
and we want to ensure that everyone at
C&C has the ability to speak up about
injustices they experience or witness.
We have partnered with Vault, a simple,
safe and confidential digital application that
allows colleagues to raise any concerns
they may have about themselves, a
colleague or our working environment.
There were 40 instances of “concern or
suspicion related to ethical or compliance
related wrongdoing in the Group” raised
via Vault in FY2023 (out of 95 instances of
concerns raised across the Group).
Human Rights
We do not condone and will not
knowingly participate in any form of
human exploitation, including slavery and
people trafficking. We refuse to work with
any suppliers or service providers who
knowingly participate in such practices or
who cannot demonstrate to us sufficient
controls to ensure that such practices are
not taking place in their supply chains.
Our approach is reflected in our Code of
Conduct and Modern Slavery policies,
which we circulate to suppliers. We also
carry out diligence audits and checks on
our suppliers to ensure that they have in
place and adhere to appropriate ethical
policies, with KPIs for those areas where we
believe the potential impact on the Group
is material. A process is in place internally
to address and remediate any instances of
non-conformance. A copy of our Code of
Conduct and Modern Slavery Statements
are available on our website.
Anti-Bribery and Corruption
Our Anti-Bribery and Corruption Policy
and accompanying training materials are
designed to be straightforward and direct
so that it is clear to all employees what
they may or may not do as part of normal
business transactions. The Policy applies
to all colleagues in the Group equally. It is
written to ensure that legitimate and honest
business transactions can be distinguished
from improper and dishonest transactions.
This Policy and the accompanying training
will be tracked as part of the internal
audit monitoring process to monitor
understanding and adherence to the Policy.
KPIs have been established for those areas
where we believe the potential impact on
the Group is material. During FY2023, no
incidences of bribery or corruption were
uncovered across the Group.
Responsibility Report
(continued)
74
C&C Group plc Annual Report 2023
The partnership focuses on four priorities:
Big Issue Foundation
and Big Issue Pitch
Supporting vendors with immersion
and education opportunities,
allowing them to access C&C sites
and facilities and to engage and sell
magazines to colleagues through
Sheltered Pitches.
Employability
Programme – Big
Issue Recruit
Offering opportunities for vulnerable
people into work and mainstream
living. We have committed to placing
15 Vendors each year in employment
across the Group, with our first 6
placements joining in May 2023.
Big Issue
Breakthrough
Mentoring opportunities between
C&C colleagues and Big Issue
vendors, offering practical training,
support, and skills development. C&C
Group will deliver a minimum of 50
mentoring / volunteering opportunities
across the year.
Cause Related
Marketing
Campaigns
Collaborate on joint campaigns
including colleague fundraising.
Collaborate With
Government,
NGOs, and Industry
Programmes
Building Meaningful Charity
Partnerships
The Group is committed to the
communities in which it operates and
undertakes a range of initiatives that
benefit our local communities.
Case Study:
Big Issue Group
In September 2022, C&C announced a
three-year partnership with the Big Issue
Group (‘BIG’), who’s aim is to change
lives through enterprise for marginalised
communities across Great Britain. This
partnership is aligned with our charitable
agenda across homelessness, addiction,
mental health, and poverty. Working
with C&C colleagues and the brilliant
team at the BIG, we are looking to play
a meaningful part in tackling these
complex social issues.
In the first six months of the BIG
partnership, C&C has hosted three
Vendor Days – in Glasgow, Bristol and
London – providing an opportunity
for colleagues to spend a day with a
Big Issue Vendor selling copies of the
magazine. Money raised from sales
goes towards helping vendors reach
their aspirations for the future. For C&C
colleagues, the Vendor Days give our
teams first-hand experience of working
with a vendor, sharing expertise,
advice, and guidance, as well as better
understanding the positive impact that
BIG makes to thousands of peoples’
lives.
1 2
3 4
Corporate Governance
Business & Strategy Financial Statements
75
Colleague Volunteering & Charity
Policy
We know that volunteering creates mutual
benefit for C&C, our local communities,
and our colleagues. Alongside a positive
contribution to the local economy,
volunteering also enhances the health,
wellbeing, and capability of colleagues. To
support this, in April 2023, C&C launched
our Colleague Volunteering & Charity
Policy, which offers colleagues time off
to volunteer, whether it be through Big
Issue Group partnership, or local charities,
community initiatives and causes that are of
personal interest or relevant to our brands
and Business Units.
Other Community Partnerships
C&C Group continues to support a range of
charitable organisation across the UK and
Republic of Ireland. In Dublin, C&C partners
with Inner City Enterprise (‘ICE’), a charity
which advises and assists unemployed
people in Dublin’s inner city to set up their
own businesses. We have provided ICE
with funding to support their initiatives and
several of our colleagues have joined their
panel of business advisors to support the
entrepreneurs that they work with.
In 2023, Matthew Clark will again partner
with PubAid and the All-Party Parliamentary
Beer Group to support the Community
Pub Hero Awards, recognising the critical
role that hospitality plays across the UK in
helping communities.
Tennent’s has a longstanding partnership
with The Benevolent Society of Scotland
(‘The Ben’), which aids people of all ages
who have worked in the licensed trade for
at least three years full-time. Beneficiaries
receive annual financial assistance as well
as discretionary grants for emergency
situations.
Now in its second year, the “SpotLight
Project” sees Tennent’s Light invest 3.5%
from every pint and bottle sold to support
Scotland’s up-and-coming creative talent.
In addition to supporting emerging Scottish
talent like Paul Blackand TheSnuts,
the scheme continues to support five
creatives living and working in Scotland:
Danny Aubrey, Katie Doyle, Jubemi Iyiku,
Jonny MacKinnon and Michael Rankin,
spanning industries including music,
sustainable fashion, film, photography and
skateboarding.
C&C Group is a funder and active
member of Drinkaware, which performs
the valuable role of educating consumers
about responsible alcohol consumption.
In addition, we support Best Bar None
in Scotland, a national accreditation and
award scheme for licensed premises.
Participants are given support and
advice to improve the safety of their staff,
premises, and customers and to adopt high
management standards.
We are members of the UK’s National
Association of Cider Makers (‘NACM’),
which works closely with apple growers and
the agricultural communities in cider regions
in the UK. This working relationship puts
us at the heart of many UK Government
discussions relating to the responsible use
of alcohol. The NACM is also engaged
with tax and regulatory departments and
opinion-forming bodies having an interest
in cider and alcohol generally. We are
also members of the British Beer and
Pub Association, Wine and Spirit Trade
Association and the European Cider and
Fruit Wine Association.
In Ireland, C&C are members and actively
support the work of Drinkaware.ie, the
Licensed Vintners Association, the Vintners
Federation of Ireland and Hospitality Ulster.
In FY2023, the Group has responded to the
UK Government’s consultations including
Alcohol Duty Review (UK) and Alcohol
Marketing Restrictions and Minimum Unit
Pricing Review (Scotland).
In 2023, Matthew
Clark will again
partner with PubAid
and the All-Party
Parliamentary Beer
Group to support the
Community Pub Hero
Awards, recognising
the critical role that
hospitality plays
across the UK in
helping communities.
Responsibility Report
(continued)
76
C&C Group plc Annual Report 2023
Case Study:
Tennent’s ‘Pint & A Plan’
As part of the Group’s active
membership of the British Beer
and Pub Association (‘BBPA’), we
have again supported the Brewing
Green programme, which looks to
communicate how Britain’s breweries
and pubs, alongside their supply
chains, play their part in making Britain
a world-leader in sustainability. A case
study on Tennent’s ‘Pint & a Plan’
initiative was included in this year’s
BBPA Brewing Green launch event,
which was presented at Westminster
on 19 April 2023. ‘Pint and a Plan’ was
a series of three events held in 2022.
The events were open to anyone who
would like to learn more about the
climate crisis and understand how they
can make a plan for action in a casual
and friendly environment. Hosted in pubs
around Scotland, the series was created in
partnership with Tennent’s, 2050 Climate
Group and the Scottish Environmental
Protection Agency (‘SEPA’). The events
explored how we can all be empowered
to take action on the climate crisis through
things we use, how we travel and how we
use our money. The events focused on
positive discussion and were accessible to
all those who want to make a difference,
but are not quite sure where to start. The
target audience was those aged 18-35
years old who are not yet actively engaged
with climate conversations. Tennent’s
young customer base, as well as that of the
chosen venues, was a valuable resource in
engaging the target demographic.
The Pint and A Plan events were sold
out and over 100 people were engaged
in a climate discussion whilst enjoying
a beer and meeting new people. 79%
of attendees were in the target age
bracket – 18-35 year old – and 100% of
attendees who completed the feedback
survey said that they were ‘more
motivated to take climate action following
the event’:
“I thought the event was great. I came on
my own so was slightly nervous about
that, but the group discussions and
focused topics were great. I met lots of
interesting people from lots of different
sectors who all share an interest in
climate change and the need for action”
Corporate Governance
Business & Strategy Financial Statements
77
Deposit Return Scheme
Scotland
C&C has supported the Scottish
Government’s aims around the introduction
of a Deposit Return Scheme (‘DRS’) since
proposals were first announced in 2017.
Since then, we have worked with the
Scottish Government, Zero Waste Scotland,
our Trade Bodies and all stakeholders to
help create an efficient, well-designed DRS
for Scotland that delivers on the country’s
recycling and litter targets and supports
ambitions for a more circular economy.
In March 2021, C&C became a founding
member of Circularity Scotland (‘CSL’), the
system administrator appointed to operate
the DRS in Scotland. The Group continues
to collaborate with customers and suppliers
and engages fully in all DRS working groups
established by the Scottish Government,
our Trade Bodies and CSL.
Given the outstanding critical issues
around the implementation of the
scheme in Scotland, C&C welcomes the
announcement by the Scottish Government
to delay introduction of DRS until March
2024. To meet the new timetable,
although achievable, it still requires
resolution of these issues and greater
senior engagement between the Scottish
Government, CSL and industry.
Republic of Ireland (ROI)
C&C is working with Re-turn, the scheme
administrator in ROI, customers, and
suppliers on the implementation of DRS in
February 2024.
C&C have established a Group Steering
Committee and functional project teams to
ensure that we prepared for the introduction
of DRS in Scotland and the Republic of
Ireland.
Minimum Unit Pricing (‘MUP’)
Scotland
From late 2017, C&C were asked to
participate directly in an advisory group
supporting the portfolio of studies to
assess this ground-breaking legislation.
C&C supported Public Health Scotland,
which was tasked with evaluating
the implementation by the Scottish
Government, by regularly contributing to
improving the studies and assessments
of the economic impacts of MUP, via the
Economic Advisory Group (‘EAG’).
C&C offered analytical expertise,
introductions to research agencies, and
expert assistance to testing and interpreting
some of the observed findings. Our
objective was, and remains, to ensure the
best possible evaluation of this pioneering
legislation. C&C’s representative was
thanked by Public Health Scotland for
their input to both the group, and direct
contributions.
In October 2022, the Group participated
in the Scottish Government consultation
seeking industry views on the level of MUP
from May 2024.
C&C Group will participate fully with all
stakeholders on the Scottish Government
review of MUP commencing in summer
2023.
Republic of Ireland (ROI)
MUP was introduced in ROI on 4 Jan
2022. The Group continues to review the
impact of MUP and work with retailers and
convenience sectors on implications on
pack strategy.
Tax
The Group takes its responsibilities as a
corporate citizen seriously. This includes
respecting and complying with local
tax laws and paying the required and
appropriate levels of tax in the different
countries where we operate. We claim the
allowances and deductions that we are
properly entitled to, for instance, on the
investment and employment that we bring
to our communities. We benefit from having
always been an Irish company, established
in the Republic of Ireland’s corporate
tax environment, with our major cider
production unit located in Clonmel and
majority of the Group’s profits are earned in
the Republic of Ireland and the UK, which
both have competitive corporation tax rates
compared with the European average. In
the Republic of Ireland and the UK, we remit
substantial amounts of duty on alcohol
production, as well as VAT and employment
taxes.
Responsibility Report
(continued)
78
C&C Group plc Annual Report 2023
Corporate Governance
Business & Strategy Financial Statements
79
Directors’ Report
The Directors present the Annual Report and audited Consolidated Financial Statements of the Group for the year ended 28 February
2023.
Principal Activities
Non-Financial Reporting Statement
In compliance with the European Union (Disclosure of Non-Financial and Diversity Information by certain large undertakings and groups)
Regulations 2017, the table below is designed to help stakeholders navigate to the relevant sections in this Annual Report to understand
the Group’s approach to these non-financial matters:
Reporting Requirements Our Policies
Section in Annual Report or
Page References Risks
Environmental
matters
Environmental Sustainability Responsibility Report Sustainability and Climate Change is one of our
principal risks. Please refer to page 33 for more
details.
Social and
Employee matters
Diversity and Inclusion
Health and Safety
Speak Up
Conflicts of Interest
Responsibility Report For employee matters, retention and recruitment
of staff is one of our principal risks. Please refer
to page 34, the ESG Committee Report on pages
105 to 107 and the Nomination Committee report
on pages 108 to 114 for more details.
Human Rights Anti-Modern Slavery Responsibility Report Although the risks associated with human rights
abuses are actively monitored, the Group does not
believe these risks meet the threshold of a principal
risk for our business.
Anti-bribery and
Corruption
Code of Conduct
Compliance
Anti-Bribery
Responsibility Report Although the risks associated with bribery and
corruption are actively monitored, the Group does
not believe these risks meet the threshold of a
principal risk for our business.
Description of the
business model
Please refer to pages
22 to 24
Non-Financial
key performance
indicators
Please refer to page
29
Dividends
Subject to approval at the 2023 Annual General Meeting, it is proposed to pay a final ordinary dividend of 3.79 cent per share for the year
ended 28 February 2023 to shareholders who are registered at close of business on 9 June 2023. For the previous financial year ended 28
February 2022, no interim or final dividend was paid.
80
C&C Group plc Annual Report 2023
Board of Directors
The names, functions and date of appointment of the current Directors are as follows:
Director Function Appointment
Ralph Findlay Executive Chair 2023
Independent Non-Executive Chair 2022
Independent Non-Executive Director 2022
Patrick McMahon Group Chief Executive Officer and Group Chief Financial Officer 2023
Group Chief Financial Officer 2020
Vineet Bhalla Independent Non-Executive Director 2021
Jill Caseberry Independent Non-Executive Director 2019
Vincent Crowley Independent Non-Executive Director 2016
John Gibney Independent Non-Executive Director 2022
Helen Pitcher Independent Non-Executive Director 2019
Jim Thompson Independent Non-Executive Director 2019
Research and Development
Certain Group undertakings are engaged in
ongoing research and development aimed
at improving processes and expanding
product ranges.
Listing Arrangements
In order to facilitate entry into the FTSE UK
Index Series, the Group cancelled the listing
and trading of C&C shares on Euronext
Dublin with effect from 8 October 2019. The
Group is listed on the premium segment
of The London Stock Exchange and was
included in the FTSE All-Share Index and the
FTSE 250 indices in December 2019.
The Group remains domiciled and tax
resident in Ireland, with its registered and
corporate head office located in Dublin.
The Group also retains a significant
manufacturing, commercial and brand
presence in Ireland.
Share Price
The price of the Company’s ordinary shares
as quoted on the London Stock Exchange
at the close of business on 28 February
2023 was £1.49 (28 February 2022: £2.11).
The price of the Company’s ordinary shares
ranged between £1.44 and £2.16 during the
year.
Further Information on the Group
The information required by section 327 of
the Companies Act 2014 to be included in
this report with respect to:
1. The review of the development and
performance of the business and future
developments is set out in the Group
CEO’s Review on pages 10 to 19 and
the Strategic Report on pages 2 to 79.
2. The principal risks and uncertainties
which the Company and the Group
face are set out in the Strategic Report
on pages 30 to 39.
3. The key performance indicators relevant
to the business of the Group, including
environmental and employee matters,
are set out in the Strategic Report on
pages 28 to 29 and in the Group CFO’s
Review on pages 50 to 55; and further
information in respect of environmental
and employee matters is set out in the
Responsibility Report on pages 56 to
79.
4. The financial risk management
objectives and policies of the Company
and the Group, including the exposure
of the Company and the Group to
financial risk, are set out in the Group
CFO’s Review on pages 50 to 55 and
note 24 to the financial statements.
The Group’s Viability Statement is contained
in the Strategic Report on pages 38 to 39.
Corporate Governance
In accordance with Section 1373 of the
Companies Act 2014, the corporate
governance statement of the Company
for the year, including the main features of
the internal control and risk management
systems of the Group, is contained in
the Strategic Report and the Corporate
Governance Report on pages 88 to 99.
Corporate Governance
Business & Strategy Financial Statements
81
Substantial Interests
As at 28 February 2023 and 19 May 2023, being the latest practicable date, details of interests over 3% in the ordinary share capital
carrying voting rights which have been notified to the Company are:
No. of ordinary
shares held as
notified at
28 February 2023
% at
28 February 2023
No. of ordinary
shares held as
notified at
19 May 2023
% at
19 May 2023
Artemis Investment Management LLP 59,082,210 15.04% 58,939,447 14.99%
FIL Limited 38,307,252 9.75% 38,182,49 6 9.72%
Aberforth Partners LLP 19,739,135 5.02% 19,739,135 5.02%
Brandes Investment Partners, L.P. 19,674,675 5.01% 19,674,675 5.01%
Silchester International Investors LLP 12,341,061 3.96% 12,341,061 3.96%
BlackRock, Inc. 16,310,918 4.15% 16,310,918 4.15%
Setanta Asset Management Limited 9,803,738 3.16% 9,803,738 3.16%
Magallanes Value Investors SA SGIIC 12,271,597 3.12% 12,271,597 3.12%
As far as the Company is aware, other than as stated in the table above, no other person or company had, at 28 February 2023 or 19 May
2023, being the latest practicable date, an interest in 3% or more of the Company’s share capital carrying voting rights.
Issue of Shares and Purchase of
Own Shares
At the Annual General Meeting held on 7
July 2022, the Directors received a general
authority to allot shares. A limited authority
was also granted to Directors to allot shares
for cash otherwise than in accordance with
statutory pre-emption rights. Resolutions
will be proposed at the 2023 Annual General
Meeting to allot shares to a nominal amount
which is equal to approximately one-third
of the issued ordinary share capital of
the Company. In addition, resolutions will
also be proposed to allow the Directors
to allot shares for cash otherwise than in
accordance with statutory pre-emption
rights up to an aggregate nominal value
which is equal to approximately 5% of the
nominal value of the issued share capital of
the Company and, in the event of a rights
issue, and a further 5% of the nominal value
of the issued share capital of the Company
for the purposes of an acquisition or a
specified capital investment. If granted,
these authorities will expire at the conclusion
of the Annual General Meeting in 2024 and
the date 18 months after the passing of the
resolution, whichever is earlier.
At the Annual General Meeting held on
7 July 2022 authority was granted to
purchase up to 10% of the Company’s
ordinary shares (the “Repurchase
Authority”). As at the date of this Report,
the Group had not purchased any ordinary
shares pursuant to the Repurchase
Authority from the start of the financial year.
Special resolutions will be proposed at the
2023 Annual General Meeting to renew
the authority of the Company, or any of its
subsidiaries, to purchase up to 10% of the
Company’s ordinary shares in issue at the
date of the Annual General Meeting and
in relation to the maximum and minimum
prices at which treasury shares (effectively
shares purchased and not cancelled) may
be re-issued off-market by the Company.
If granted, the authorities will expire on the
earlier of the date of the Annual General
Meeting in 2024 and the date 18 months
after the passing of the resolution. The
minimum price which may be paid for
shares purchased by the Company shall not
be less than the nominal value of the shares
and the maximum price will be 105% of the
average market price of such shares over
the preceding five days. The Directors will
only exercise the power to purchase shares
if they consider it to be in the best interests
of the Company and its shareholders.
As at 19 May 2023, being the latest
practicable date, options to subscribe for a
total of 3,762,219 ordinary shares (excluding
Recruitment and Retention Awards)
are outstanding, representing 0.96% of
the Company’s total voting rights. If the
authority to purchase ordinary shares were
used in full, the options would represent
1.07% of the Company’s total voting rights.
Dilution Limits and Time Limits
All employee share plans contain the share
dilution limits recommended in institutional
guidance, namely that no awards shall be
granted which would cause the number
of Shares issued or issuable pursuant to
awards granted in the ten years ending with
the date of grant (a) under any discretionary
or executive share scheme adopted by the
Company to exceed 5%, and (b) under any
employees’ share scheme adopted by the
Company to exceed 10%, of the ordinary
share capital of the Company in issue at
that time.
The European Communities
(Takeover Bids (Directive 2004/25/
EC)) Regulations 2006
Structure of the Company’s share capital
At 19 May 2023, being the latest practicable
date, the Company has an issued share
capital of 402,007,212 ordinary shares of
Directors’ Report
(continued)
82
C&C Group plc Annual Report 2023
€0.01 each and an authorised share capital
of 800,000,000 ordinary shares of €0.01
each.
At 28 February 2023, the trustee of the C&C
Employee Trust held 1,133,822 ordinary
shares of €0.01 each in the capital of the
Company. Shares held by the trustee of the
C&C Employee Trust are accounted for as
if they were treasury shares. These shares
are, however, included in the calculation
of Total Voting Rights for the purposes of
Regulation 20 of the Transparency (Directive
2004/109/EC) Regulations 2007 (“TVR
Calculation”).
As at 28 February 2023, a subsidiary of
the Group held 9,025,000 shares in the
Company, which were acquired under
the authority granted to the Company.
These shares are not included in the TVR
calculation and are accounted for as
treasury shares. Treasury shares represent
2.24% of issued share capital as at 28
February 2023. Further details can be found
in Note 25 (Share Capital and Reserves) on
page 222.
Details of employee share schemes,
and the rights attaching to shares held
in these schemes, can be found in
note 4 (Share-Based Payments) to the
financial statements and the Report of the
Remuneration Committee on Directors’
Remuneration on pages 115 to 135.
The Company has no securities in issue
conferring special rights with regard to
control of the Company.
Details of persons with a significant holding
of securities in the Company are set out on
page 82.
Rights and obligations attaching to the
Ordinary Shares
All ordinary shares rank pari passu, and
the rights attaching to the ordinary shares
(including as to voting and transfer) are
as set out in the Company’s Articles of
Association (“Articles”). A copy of the
Articles may be obtained upon request to
the Company Secretary.
Holders of ordinary shares are entitled to
receive duly declared dividends in cash or,
when offered, additional Ordinary Shares.
In the event of any surplus arising on the
occasion of the liquidation of the Company,
shareholders would be entitled to a share
in that surplus pro rata to their holdings of
ordinary shares.
Holders of ordinary shares are entitled
to receive notice of and to attend, speak
and vote in person or by proxy, at general
meetings having, on a show of hands,
one vote, and, on a poll, one vote for each
Ordinary Share held. Procedures and
deadlines for entitlement to exercise, and
exercise of, voting rights are specified in
the notice convening the general meeting
in question. There are no restrictions on
voting rights except in the circumstances
where a ‘Specified Event’ (as defined in
the Articles) shall have occurred and the
Directors have served a restriction notice on
the shareholder. Upon the service of such
restriction notice, no holder of the shares
specified in the notice shall, for so long as
such notice shall remain in force, be entitled
to attend or vote at any general meeting,
either personally or by proxy.
Holding and transfer of Ordinary
Shares
Following the migration in March 2021 of
securities settlement in the securities of
Irish registered companies listed on the
London Stock Exchange (such as the
Company) and/or Euronext Dublin from
the current settlement system, CREST,
to the replacement system, Euroclear
Bank, the ordinary shares can be held in
certificated form (that is, represented by a
share certificate) or indirectly through the
Euroclear System or through CREST in CDI
(CREST Depository Interest) form.
Save as set out below, there is no
requirement to obtain the approval of the
Company, or of other shareholders, for a
transfer of ordinary shares. The Directors
may decline to register (a) any transfer of
a partly-paid share to a person of whom
they do not approve, (b) any transfer of
a share to more than four joint holders,
and (c) any transfer of a certificated share
unless accompanied by the share certificate
and such other evidence of title as may
reasonably be required. The registration
of transfers of shares may be suspended
at such times and for such periods (not
exceeding 30 days in each year) as the
Directors may determine.
Transfer instruments for certificated
shares are executed by or on behalf of the
transferor and, in cases where the share
is not fully paid, by or on behalf of the
transferee.
The Articles contain provisions designed
to facilitate the Company’s participation
in the Euroclear Bank settlement system
and to facilitate the exercise of rights in the
Company by holders of interests in ordinary
shares that are held through the Euroclear
Bank system. The holding and transfer of
ordinary shares through the Euroclear Bank
system is additionally subject to the rules
and procedures of Euroclear Bank and
applicable Belgian law and (for interests in
ordinary shares held in CDI form) those of
CREST.
Rules concerning the appointment
and replacement of the Directors
and amendment of the Company’s
Articles
Unless otherwise determined by ordinary
resolution of the Company, the number
of Directors shall not be less than two or
more than 14. Subject to that limit, the
shareholders in general meeting may
appoint any person to be a Director either
to fill a vacancy or as an additional Director.
The Directors also have the power to co-opt
additional persons as Directors, but any
Director so co-opted is under the Articles
required to be submitted to shareholders
for re-election at the first Annual General
Meeting following his or her co-option.
The Articles require that at each Annual
General Meeting of the Company one-third
of the Directors retire by rotation. However,
in accordance with the recommendations
of the UK Corporate Governance Code, the
Directors have resolved they will all retire
and submit themselves for re-election by
the shareholders at the Annual General
Meeting to be held this year.
Corporate Governance
Business & Strategy Financial Statements
83
Directors’ Report
(continued)
The Company’s Articles may be amended
by special resolution (75% majority of votes
cast) passed at a general meeting.
Powers of Directors
Under its Articles, the business of the
Company shall be managed by the
Directors, who exercise all powers of the
Company as are not, by the Companies
Acts or the Articles, required to be
exercised by the Company in general
meeting.
The powers of Directors in relation to
issuing or buying back by the Company of
its shares are set out above under “Issue of
Shares and Purchase of Own Shares”.
Change of control and related
matters
Certain of the Group’s borrowing facilities
include provisions that, in the event of a
change of control of the Company, could
oblige the Group to repay the facilities.
Certain of the Company’s customer
and supplier contracts and joint venture
arrangements also contain provisions that
would allow the counterparty to terminate
the agreement in the event of a change of
control of the Company. The Company’s
Executive Share Option Scheme and
Long-Term Incentive Plan each contain
change of control provisions which allow
for the acceleration of the exercise of share
options/awards in the event of a change of
control of the Company.
There are no agreements between the
Company and its Directors or employees
providing for compensation for loss of
office or employment (whether through
resignation, purported redundancy or
otherwise) that occurs because of a
takeover bid in excess of their normal
contractual entitlement.
Shareholder Rights Directive II
On 20 March 2020, the provisions of the
Shareholders’ Rights Directive II (SRD II)
became law in Ireland with the publication of
the European Union (Shareholders’ Rights)
Regulations 2020 (‘SRD II Regulations’). The
SRD II Regulations apply with effect from 30
March 2020.
SRD II Regulations codify that Irish
companies must seek shareholder approval
of a remuneration report annually; and, an
advisory remuneration policy once every
four years. The Group is, in effect, already
in compliance with this requirement having
provided shareholders with the opportunity
to opine on the Group’s remuneration report
annually since 2010; and also in providing
shareholders with an advisory vote on
the Group’s Remuneration Policy. The
Remuneration Policy (‘policy’) was last put
to our shareholders on an advisory basis at
the 2021 AGM.
Political Donations
No political donations were made by
the Group during the year that require
disclosure in accordance with the Electoral
Acts, 1997 to 2002.
Accounting Records
The measures taken by the Directors to
secure compliance with the requirements
of Sections 281 to 285 of the Companies
Act 2014 with regard to the keeping of
adequate accounting records are to employ
accounting personnel with appropriate
qualifications, experience and expertise
and to provide adequate resources to the
finance function. The books of account of
the Company are maintained at the Group’s
office in Bulmers House, Keeper Road,
Crumlin, Dublin 12, D12 K702.
Auditor
In accordance with Section 383(2) of the
Companies Act 2014, the auditor, Ernst
& Young, Chartered Accountants, will
continue in office. Ernst & Young were first
appointed as the Company’s auditor during
the financial year ending 28 February 2018
following a tender process. The Company
is committed to mandatory tendering every
ten years. Further details are set on page
104.
Disclosure of Information to the Auditor
In accordance with Section 330 of the
Companies Act 2014, the Directors confirm
that, so far as they are each aware, there
is no relevant audit information, being
information needed by the auditor in
connection with preparing their report, of
which the Company’s auditor is unaware.
Having made enquiries with fellow
Directors and the Company’s auditor,
each Director has taken all the steps that
they ought to have taken as a director to
make themselves aware of any relevant
audit information and to establish that
the Company’s auditor is aware of that
information.
Directors’ Compliance Statement
(Made in Accordance with Section
225 of the Companies Act 2014)
The Directors acknowledge that they are
responsible for securing compliance by the
Company with its relevant obligations as
are defined in the Companies Act 2014 (the
‘Relevant Obligations’).
The Directors confirm that they have drawn
up and adopted a compliance policy
statement setting out the Company’s
policies that, in the Directors’ opinion, are
appropriate to the Company with respect
to compliance by the Company with its
relevant obligations.
The Directors further confirm the Company
has put in place appropriate arrangements
or structures that are, in the Directors’
opinion, designed to secure material
compliance with its relevant obligations
including reliance on the advice of persons
employed by the Company and external
legal and tax advisers as considered
appropriate from time to time and that they
have reviewed the effectiveness of these
arrangements or structures during the
financial year to which this report relates.
Financial Instruments
In the normal course of business, the Group
has exposure to a variety of financial risks,
including foreign currency risk, interest
rate risk, liquidity risk and credit risk.
The Company’s financial risk objectives
and policies are set out in Note 24 of the
financial statements.
84
C&C Group plc Annual Report 2023
Post Balance Sheet Events
In May 2023, post-FY2023 year-end and
upon publication of the Group’s FY2023
results, the Group has completed a
refinancing of the current multi-currency
facility. The facility is a new five-year
committed, sustainability-linked, facility
comprised of a €250m multi-currency
revolving loan facility and a €100m non-
amortising Euro term loan, both with a
maturity of FY2028. The facility offers
optionality of two one-year extensions to the
maturity date callable within 12 months and
24 months of initial drawdown respectively.
Both the multi-currency facility and the Euro
term loan were negotiated with six banks -
namely ABN Amro Bank, Allied Irish Bank,
Bank of Ireland, Barclays Bank, HSBC and
Rabobank.
The Group implemented a complex
Enterprise Resource Planning ('ERP’)
transformation in February 2023 in the
Matthew Clark and Bibendum (‘MCB’)
business, further aligning and streamlining
our technology infrastructure across
the Group. This is a key step in our
digital transformation and optimisation
of the business which will enable further
automation and simplification of our
business processes.
The implementation of the ERP has taken
longer and has been significantly more
challenging and disruptive than originally
envisaged, with a consequent material
impact on service and profitability within
MCB. Service levels had largely returned
to normal levels by the end of March 2023,
however continuing system implementation
challenges, impacted by greater seasonal
trading volume, saw a deterioration in
service levels in April 2023. An improvement
through May 2023 is being achieved by
investing in material additional cost and
resources, ahead of a system fix being
implemented to restore service to normal
levels permanently.
We currently expect a one-off impact of
c.€25 million associated with the ERP
system disruption in FY2024, reflecting the
cost associated with restoring service levels
and lost revenue. There is expected to be
a consequential increase in working capital
in FY2024, however net debt / adjusted
EBITDA is expected to remain within our
stated range of 1.5x to 2.0x. Excluding the
impact on MCB, the Group is currently
performing in line with expectations for
FY2024 and the Board is confident in the
Group’s medium and long-term strategy
and prospects.
On 18 May 2023, David Forde stepped
down as the Group’s Chief Executive Officer
(‘CEO’) and Director with immediate effect,
and consequently Patrick McMahon, Chief
Financial Officer (‘CFO’), was appointed
CEO with immediate effect. Ralph Findlay,
Chair, was appointed Executive Chair
to support the management transition
asPatrick McMahonwill also retain his
responsibilities as CFO until a new CFO is
appointed.
There were no other events affecting the
Group that have occurred since the year
end which would require disclosure or
amendment of the consolidated financial
statements.
Annual General Meeting
Your attention is drawn to the letter to
shareholders and the notice of meeting
accompanying this report which set
out details of the matters which will be
considered at the Annual General Meeting.
Other Information
Other information relevant to the Directors’
Report may be found in the following
sections of the Annual Report:
Information Location in the Annual Report
Results Financial Statements – pages 147 to 153.
Principal risks & uncertainties including
risks associated with recent emergence of
COVID-19
Principal Risks and Uncertainties – pages
30 to 39.
Directors’ remuneration, including the
interests of the directors and secretary in the
share capital of the Company
Directors’ Remuneration Committee Report
– pages 115 to 135.
Long-Term Incentive Plan, share options and
equity settled incentive schemes
Directors’ Remuneration Committee Report
– pages 115 to 135.
Significant subsidiary undertakings Financial Statements – Note 29.
Director biographies and Board composition Directors and Officers – pages 86 to 87.
Audit Committee Report Pages 100 to 104.
The Directors’ Report for the year ended 28
February 2023 comprises these pages and
the sections of the Annual Report referred
to under ‘Other information’ above, which
are incorporated into the Directors’ Report
by reference.
Signed
On behalf of the Board
Patrick McMahon Ralph Findlay
Group Chief
Executive
Officerand Group
Financial Officer
Executive Chair
24 May 2023
Corporate Governance
Business & Strategy Financial Statements
85
1. Ralph Findlay OBE
Executive Chair
Ralph Findlay (62) was appointed a Non-
Executive Director of the Company in March
2022, Chair on 7 July 2022 and Executive
Chair on 18 May 2023. Ralph, a Chartered
Accountant and qualified member of the
Association of Corporate Treasurers, served
as Chief Executive Officer of Marston’s, the UK
pub group, for 20 years. Ralph served on the
Marston’s Board from 1996, having previously
held the role of Finance Director before being
appointed Chief Executive Officer in 2001.
Ralph was appointed Non-Executive Chair of
Vistry Group plc in May 2022, having served
as a Non-Executive Director since 2015 and
Senior Independent Director from January
2020. He also previously served as Chair of
the British Beer and Pub Association (‘BBPA’).
Ralph was awarded an OBE for services to the
hospitality sector in 2022.
Directors and Officers
3. Vineet Bhalla
Independent Non-Executive Director
Vineet Bhalla (50) was appointed a Non-
Executive Director of the Company in April
2021. Vineet is a highly experienced digital
professional, with over 25 years of experience
across defence, consumer goods, health
and retail sectors. Until March 2021, Vineet
was Chief Technology Officer and a Senior
Vice President at Burberry plc. He previously
held global roles for Unilever as Head of IT
for their digital marketing and research and
development divisions and had led data-driven
and digital transformations at scale. Prior to
Unilever, Vineet held global technology positions
at Diageo enabling data driven transformation
of their UK and Ireland Customer Development
Teams. Vineet currently holds a Non-Executive
Director position at Moorfields Eye Hospital
NHS Foundation Trust and serves as Chair
of the Trust’s People and Culture Committee.
Vineet brings strong digital transformation skills
to the Board.
5. Vincent Crowley
Independent Non-Executive Director
Vincent Crowley (68) was appointed as a Non-
Executive Director of the Company in January
2016 and as Senior Independent Director in June
2019. He is a member of the Audit Committee
and the Nomination Committee. Vincent was
previously both Chief Operating Officer and
Chief Executive Officer of Independent News
and Media plc, a leading media company. He
also served as Chief Executive Officer and
subsequently as a Non-Executive Director of
APN News & Media, a media company listed in
Australia and New Zealand. He initially worked
with KPMG in Ireland. Vincent is currently
Chair of Altas Investments plc and a Non-
Executive Director of Grafton Group plc. Most
recently, Vincent was appointed Chair of Davy
Stockbrokers in December 2022. Vincent
brings considerable domestic and international
business experience across a number of sectors
to the Board.
2. Patrick McMahon
Group Chief Executive Officer and
Group Chief Financial Officer
Patrick McMahon (43) was appointed Group
Chief Financial Officer in July 2020 and Group
Chief Executive Officer in May 2023. He
has held a number of senior management
positions within the food and beverage sector
across the UK, Ireland and North America
over the past 17 years. Having originally
joined C&C in 2005 his previous roles include
Group Finance Director, Finance Director of a
number of C&C’s business units and Group
Strategy Director prior to his appointment as
Group CFO and subsequently Group CEO.
Patrick is a Fellow of Chartered Accountants
Ireland, having trained at KPMG, and a
member of the ESG Committee.
4. Jill Caseberry
Independent Non-Executive Director
Jill Caseberry (58) was appointed a Non-
Executive Director of the Company in February
2019, a member of the Remuneration
Committee in March 2019 and a member of
the ESG Committee in September 2020. Jill
has extensive sales, marketing and general
management experience across a number of
blue chip companies including Mars, PepsiCo
and Premier Foods. Jill is a Non-Executive
Director, Chair of the Remuneration Committee
and member of the Audit and Nomination
Committee at Bellway plc and at Halfords
plc. Jill is also Senior Independent Director,
Chair of the Remuneration Committee and
a member of the Nomination Committee at
Bakkavor plc and Senior Independent Director,
Chair of the Remuneration Committee
and member of the Audit and Nomination
Committees of St. Austell Brewery Company
Limited. Jill brings considerable experience
of brand management and marketing to the
Board.
6. John Gibney
Independent Non-Executive Director
John Gibney (63) was appointed as a Non-
Executive Director of the Company in October
2022 and as Chair of the Audit Committee in
February 2023. John served for 17 years as
Chief Financial Officer and board member
of Britvic plc, the international soft drinks
business, where he was responsible for
finance, legal, estates, risk management,
quality, safety and environment, and
procurement. Prior to joining Britvic plc,
John was Senior Corporate Finance and
Planning Manager for Bass plc and, before
that, Finance Director and subsequently,
Deputy Managing Director of Gala Clubs.
John was appointed a Non-Executive Director
of 4imprint Group plc in 2021 and serves as
Chair of their Audit Committee. He previously
served as a Non-Executive Director and Chair
of the Audit Committee at PureCircle PLC and
Dairy Crest plc (now Saputo Dairy UK).
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C&C Group plc Annual Report 2023
7. Helen Pitcher OBE
Independent Non-Executive Director
Helen Pitcher (65) was appointed a Non-
Executive Director of the Company in
February 2019 and Chair of the Remuneration
Committee in March 2019. Helen is a
member of the ESG Committee and
Nomination Committee. Most recently, Helen
was appointed as Chairman of Judicial
Appointments Commission. Helen is also
currently Chair of a leading board effectiveness
consultancy, Advanced Boardroom Excellence
Ltd, Chair of the Criminal Cases Review
Commission, Chair of the Public Chairs’
Forum, a Non-Executive Director at United
Biscuits UK, Senior Independent Director
at One Health Group Ltd and Chair of its
Remuneration and Nominations Committees,
President of INSEAD Directors Network Board
and a Chair of INSEAD Directors Club Limited.
Helen is the President of Kids Out (a National
Children’s Charity) and sits on the Advisory
Board for Leeds University Law Faculty.
Helen was previously Chair of the Queens
Counsel Selection Panel, Chairman of the
pladis Advisory Board and a Board member
and Remuneration Chair for the CIPD. In
2015 Helen Pitcher was awarded an OBE for
services to business. Helen brings a wealth
of experience and knowledge of governance
and board effectiveness in a variety of sectors,
including the drinks industry, to the Board.
8. Jim Thompson
Independent Non-Executive Director
Jim Thompson (62) was appointed a Non-
Executive Director of the Company, a member
of the Audit Committee in March 2019 and
Chair of the ESG Committee in September
2020. Jim serves on the board of Directors of
Millicom International Cellular SA. He has been
a Guest Lecturer at the MBA Programmes at
the University of Virginia, Columbia University
and George Washington University. He
holds an MBA from the Darden School at
the University of Virginia where he received
the Faculty Award for academic excellence.
He has previously worked at Southeastern
Asset Management, Mackenzie and Bryant
Asset Management. Jim brings substantial
international investment management
experience to the Company.
9. Mark Chilton
Company Secretary & Group General
Counsel
Mark Chilton (60) joined the Group in January
2019 as Company Secretary and Group
General Counsel. Mark was Company
Secretary and General Counsel of Booker
Group plc from 2006 until 2018. Mark qualified
as a solicitor in 1987.
For information on independence of
the Directors, please see Directors’
Statement of Corporate Governance on
pages 88 to 89.
Board Committees
Audit Committee
John Gibney (Chair)
Vincent Crowley
Jim Thompson
Vineet Bhalla
Nomination Committee
Ralph Findlay (Chair)
Vincent Crowley
Helen Pitcher
Remuneration Committee
Helen Pitcher (Chair)
Jill Caseberry
Vineet Bhalla
ESG Committee
Jim Thompson (Chair)
Jill Caseberry
Helen Pitcher
Patrick McMahon
Vineet Bhalla
Senior Independent Director
Vincent Crowley
Corporate Governance
Business & Strategy Financial Statements
87
Dear Shareholder
On behalf of the Board, I am
pleased to present the FY2023
Corporate Governance Report.
This report sets out our
approach to effective corporate
governance and outlines the
key areas of focus of the Board
and its activities undertaken
during the year.
During my first year as Chair, I have met
with many C&C colleagues, as well as
other key stakeholders, in order to gain a
deeper understanding of C&C’s culture
and business. In my visits to our operations
in Ireland and the UK, I gained first hand
insight from our local management teams
and colleagues about the opportunities and
challenges they face. These activities have
enabled me over the last twelve months to
build a good understanding of C&C, our
customers, consumers and suppliers.
I am very grateful to all the colleagues and
stakeholders who have taken time to speak
with me during the year and to share their
insights and experiences. This knowledge,
and the ongoing engagement with our key
stakeholders, is essential to ensure that I
can lead the Board effectively and create
the right conditions to enable us to deliver
on our strategy.
Board succession and diversity
Board Succession and Effectiveness
This year has been marked by some
important changes to the composition of
the Board, and while we are sad to see
some of our longest-tenured members step
down, we are certain that the breadth of
skills and contributions from the recently
appointed Directors will significantly
contribute to the Board’s decision-making
process. John Gibney was appointed as
an independent Non-Executive Director
and took on the role of Chair of the Audit
Committee, following Emer Finnan’s
decision to step down from the Board on
8 February 2023. We also announced that
Helen Pitcher will not be seeking re-election,
following her appointment as Chair of the
Judicial Appointments Commission, and
Jim Thompson will also be stepping down
from his role in light of the difficulties in
travel from the USA. The Board would
like to thank Emer, Helen and Jim for their
significant contributions and service to the
Group during their respective tenures on the
Board. The process to recruit two additional
independent Non-Executive Directors is
ongoing. C&C will also appoint a new Chair
of the Remuneration Committee to succeed
Helen Pitcher. The Board is mindful of the
impact of these changes on the gender
balance of our Board. I am committed to
ensuring that the Board composition reflects
a diverse mix of skills, experience, personal
attributes as well as broader aspects of
diversity. I look forward to announcing
progress on the Non-Executive Director
search in the near future.
At the 2022 AGM, Stewart Gilliland stepped
down from his role as Chair of the Board,
after having supported the C&C Board over
the last ten years. This change has also
given me the opportunity to contribute to
the Board in the capacity of Non-Executive
Chair, and I appreciate and look forward
to the opportunity to support C&C in its
ambitious growth strategy, and to continue
building relationships with our stakeholders.
Corporate Governance Report
As detailed on page 85, on 18 May 2023,
David Forde stepped down as the Group’s
Chief Executive Officer (‘CEO’) and Director
with immediate effect, and consequently
Patrick McMahon, Chief Financial Officer
(‘CFO’), was appointed CEO with immediate
effect. I have been appointed Executive
Chair to support the management transition
as Patrick McMahon will also retain his
responsibilities as CFO until a new CFO is
appointed.
Our People, Diversity and Culture
As a people focused business, our strength
comes from an inclusive and welcoming
environment, where we recognise that the
experiences and perspectives which make
us unique come together in our shared
values and vision. We strongly believe that
the more our people reflect the diversity
of our society, the better equipped we are
to meet the needs of our customers and
consumers.
Ensuring that we have a culture which
promotes and values diversity, and one
which is maintained throughout the
business, is a continual prime focus and is
underpinned by our Diversity, Inclusion and
Wellbeing (‘DI&W’) Policy, which sets out
our objectives across the organisation. The
importance of this area also forms the basis
for Board diversity and succession planning
as we consider the best constitution of
the Board to successfully take the Group
forward, and link to the Group’s strategy.
Further details about our overall approach to
diversity and inclusion can be found in the
Nomination Committee Report on pages
111 to 112.
Gender Pay Gap
We published our gender pay gap report
for the Group in December 2022. Whilst our
mean and median Gender Pay Gaps are
lower than the national averages across the
UK and Republic of Ireland, we recognise
that there’s still progression to be made
to increase the representation of women
across our Group.
In the medium-term, we will be focusing on
two priorities to continue to drive progress
in this important area: 1) Attracting female
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C&C Group plc Annual Report 2023
talent into our organisation into roles and
business areas that have previously been
less gender balanced; 2) Retaining female
talent in our organisation by identifying
personal growth and development
opportunities, and embedding clear
succession planning. Throughout FY2023
Diversity, Equity and Inclusion (‘DE&I’) has
remained a key focus and we’re pleased
with our progress, with highlights including:
– Establishing our DE&I Advisory Group,
represented by colleagues across business
areas and locations, with a clear focus on
understanding our colleague population to
drive our DE&I Strategy;
– Enrolling four DE&I Executive Committee
Sponsors, who support vibrant, committed
Employee Resource Groups across mental
health and wellbeing, physical health,
working parents and menopause.
Sustainability
Important progress has been made in
incorporating the Task Force on Climate-
related Financial Disclosures (‘TCFD’)
framework into our reporting and risk
management processes. During the year,
the Board and the ESG Committee received
training from an external provider on the
quantitative scenario analysis required
by TCFD which will extend into FY2024
and builds upon the work completed in
FY2022. By strengthening our governance,
we continue to accelerate efforts to
mitigate climate change risks and identify
opportunities for transitioning to be a carbon
neutral business by 2050. Full details on the
work undertaken on TCFD during FY2023
can be found on pages 40 to 49.
Protecting our environment remains an
integral part of the Group’s strategy. For
this reason, the Board decided that ESG
considerations should also be part of the
Executive remuneration policy at C&C. With
consideration to the strategic ESG targets
set out for the Group during FY2023, and
with guidance from the ESG Committee,
an environmental target has been included
in the performance conditions of the 2022
Long Term Incentive Plan (‘LTIP’). More
details can be found in the Remuneration
Committee Report on page 118.
A materiality assessment exercise, in line
with the Global Reporting Initiative, was
started during the year to ensure that the
Group’s ESG priorities remain aligned
with the views of our key stakeholders.
The exercise will strengthen the Group’s
response to ESG regulations, such as
the Corporate Sustainability Reporting
Directive, our reporting efforts in line with
TCFD, while ensuring that the ESG matters
of most importance to stakeholders are
captured accurately and are part of the ESG
Committee’s deliberations.
To promote the alignment of the ESG
strategy with financing decisions, the
ESG Committee reviewed and supported
a proposal to link ESG KPIs on carbon
emissions, water efficiency and health and
safety, in a debtor securitisation exercise
and a re-financing exercise during the year.
Stakeholders
We have sought to balance the needs of
our numerous stakeholders throughout
the year, be they employees, communities,
consumers, customers, suppliers,
shareholders or regulators, while taking
steps to secure the Group’s longer-term
success. There has been a constant
dialogue with all of the main stakeholder
groups, and on behalf of the Board, I would
like to take this opportunity to thank them
all for their partnership during this period.
Working together has been vital and will
continue to be so as we seek a sustainable
future together.
Details of the methods we have used to
engage with stakeholders to understand
their views can be found on pages 8 to 9.
A statement on how the Directors have had
regard to the matters set out in section 172
of the Companies Act 2006 can be found
on page 91.
Board Evaluation
It is very important that the performance of
the Board, its Committees and individual
Directors is rigorously reviewed. This year,
an externally facilitated effectiveness review
was conducted by Independent Audit
Limited (‘IAL’) (in accordance with the UK
Corporate Governance Code 2018 (‘the
Code’) and supported by the Company
Secretary and Group General Counsel.
The expertise and independence of IAL
provides me and my colleagues with a more
complete assessment of our strengths and
areas of improvement of the Board. The
results were insightful and I am pleased to
report that key areas of Board strength were
held to be its strong composition, shared
passion, and the open and collaborative
culture within the Board. Leveraging on our
strengths, we want to ensure that we work
as effectively as possible. There are five
areas of improvement that will form part of
our action plan for FY2024.
Priority areas for FY2024 are as follows:
Board oversight of and input into strategy,
succession planning, risk and control
oversight, meeting dynamics, and
understanding of culture.
Our progress against last year’s areas of
focus, as well as the outcome of this year’s
effectiveness review can be found on pages
96 to 97.
Looking forward
As a Board, we will continue to maintain the
highest standards of corporate governance
across the Group and continue to promote
and enhance the inclusive culture we are
building at C&C. We will also focus on
the delivery of our strategy through such
things as the implementation of the Group’s
complex Enterprise Resource Planning
(‘ERP’) system in our Matthew Clark and
Bibendum business, which now aligns them
to the same system being used elsewhere
across the Group. This is a key step in our
digital transformation and optimisation of
the business. More details regarding the
implementation of the ERP system and the
challenges experienced can be found on
page 85.
I encourage all stakeholders to take every
opportunity presented to engage with
the Company and I would welcome you
to attend, and in any case vote at, the
forthcoming Annual General Meeting on 13
July 2023.
Corporate Governance
Business & Strategy Financial Statements
89
I am delighted to be part of the C&C team.
I would like to thank my Board colleagues
and the Executive Committee for their
support during my first year as Chair, and
now Executive Chair, as well as for their
continued leadership as we build a business
which delivers on the interests of all our
stakeholders and the communities and
wider society in which we operate.
UK Corporate Governance Code
The Corporate Governance Report, which
incorporates by reference the Responsibility
Report, the Audit Committee Report, the
ESG Committee Report, the Nomination
Committee Report (which contains the
Diversity Report) and the Directors’
Remuneration Committee Report, describes
how the Company has complied with the
provisions of the Code. Further details on
the Company’s compliance with the Code
during FY2023 can be found below.
The following pages set out details of the
composition of our Board, its corporate
governance arrangements, processes and
activities during the year, and reports from
each of the Board’s Committees.
Ralph Findlay
Executive Chair
Compliance with the UK
Corporate Governance Code
The Board considers that the Company
has, throughout FY2023 complied with the
provisions of the Code with the exception
of provision 19 of the Code, regarding Chair
tenure. At the time of the announcement
of David Forde’s appointment as CEO
in November 2020, the Board extended
Stewart Gilliland’s role as Non-Executive
Chair by an additional 12 months until
the AGM in 2022. At the date of the AGM
Stewart Gilliland had been in post as a
Director longer than nine years from the
date of his appointment in April 2012,
resulting in a non-compliance with provision
19 of the Code.
Leadership and Company Purpose
Role of the Board
The Group is led and controlled by the
Board of Directors (‘the Board’) and chaired
by Ralph Findlay.
The core responsibility of the Board is to
ensure the Group is appropriately managed
to achieve its long-term objectives,
generating value for shareholders
and contributing to wider society. The
Board’s objective is to do this in a way
that is supported by the right culture and
behaviours.
The Board has adopted a formal schedule
of matters specifically reserved for decision
by it, thus ensuring that it exercises control
over appropriate strategic, financial,
operational and regulatory issues (a copy
of the schedule of reserved matters is
available on our website). Matters not
specifically reserved for the Board and its
Committees under its schedule of matters
and the Committees’ terms of reference,
or for shareholders in general meeting, are
delegated to members of the Executive
Committee.
The balance of skills, background and
diversity of the Board contributes to the
effective leadership of the business and
the development of strategy. The Board’s
composition is central to ensuring all
directors contribute to discussions. As a
means to foster challenge and director
engagement, led by the Senior Independent
Director, the Non-Executive Directors
meet without the Chair present at least
annually. Likewise, the Chair holds meetings
with the Non-Executive Directors without
the executives present. In each of these
settings, there is a collegiate atmosphere
that also lends itself to a level of scrutiny,
discussion and challenge.
The Company has procedures whereby
Directors (including Non-Executive
Directors) receive a formal induction and
familiarisation with the Group’s business
operations and systems on appointment,
including trips to manufacturing sites with
in-depth explanations of the processes
involved at the sites.
Our Purpose and Strategy
C&C is a premium drinks company
which owns, manufactures, markets and
distributes a unique portfolio of beer and
cider brands in its home markets and
across the globe. The Board considers
C&C’s purpose to play a role in every
drinking occasion, delivering joy to our
customers and consumers with remarkable
brands and service. Further detail on the
Group’s purpose can be found on page 6.
Information on our strategy is set out on
pages 20 to 21.
Our Culture and Values
C&C has an open, humble, respectful, but
competitive culture, underpinned by certain
values and behaviours, namely:
Our Values
• We respect people and the planet
• We bring joy to life
• Quality is at our core
Our Behaviours
• We put safety first
• We are customer centric
• We collaborate through trust
• We keep it simple and remain agile
• We are fact based, data and insight
driven
• We learn to improve
The Board recognises the importance
of a good culture and the role it plays in
delivering the long-term success of the
Company. C&C colleagues want to work
for a company that values them and allows
them to be themselves and to thrive. The
Board and Executive Committee strive to
create a positive culture at C&C, providing
colleagues with the opportunity to grow,
and develop in an inclusive environment.
To create the right culture, it is important
that colleagues live and breathe C&C’s
values, and this starts with our leaders.
The Board sets the tone from the top to
demonstrate and promote these values,
which are a critical element in achieving
our purpose of knocking down barriers
so everyone can thrive. The Board uses a
variety of mechanisms, cultural indicators
and reporting lines to monitor the culture,
listen to colleagues and act on what they
say. The table below highlights some of
those indicators.
Corporate Governance Report
(continued)
90
C&C Group plc Annual Report 2023
Cultural Indicators
Health and Safety Employees Ethics and Compliance Customers and Suppliers Sustainability
• Lost time frequency
rates
• Workplace safety
accident rates
• Reporting of
injuries, diseases
and dangerous
occurrences
• Number of colleague
interactions with
Mental Health First
Aiders
• Employee “town hall”
meetings/face-to-face
meetings
• Results of “Peakon”
employee engagement
surveys
• Employee turnover rates
• Gender pay gap
disclosures
• Reports on progress
on equity, diversity and
inclusion
• Internal audit reports
and findings
• Fraud and
misconduct statistics
• Annual confirmation of
compliance with our
anti-financial crime
policies
• Whistle blower
statistics
• Compliance with
supply chain
standards
• Customer retention
rates
• Supplier audits
• Brand satisfaction
ratings
• On time in full rates
• Tracking of ESG
targets in line with
the Company’s ESG
strategy
• Collaboration with
Governments,
NGOs and Industry
Programmes
• Engagement with
stakeholder groups
such as suppliers and
the community
Engagement with Shareholders
Information on relations with shareholders
is provided as part of the Stakeholder
engagement section of the Strategic Report
on pages 8 to 9.
In fulfilling their responsibilities, the Directors
believe that they govern the Group in
the best interests of shareholders, whilst
having due regard to the interests of
other stakeholders in the Group including
customers, employees and suppliers.
The Code encourages a dialogue with
institutional shareholders with a view
to ensuring a mutual understanding of
objectives. The Executive Directors have
regular and ongoing communication with
major shareholders throughout the year,
by participating in investor roadshows
and presentations to shareholders.
Feedback from these visits is reported to
the Board. The Executive Directors also
have regular contact with analysts and
brokers. The Chair, Senior Independent
Non-Executive Director as well as other
Non-Executive Directors, particularly as
part of their committee responsibilities,
receive feedback on matters raised at the
meetings with shareholders and are offered
the opportunity to attend meetings with
major shareholders. As a result of these
procedures, the Non-Executive Directors
believe that they are aware of shareholders’
views across a range of topics that are
material to C&C. In addition, Vincent
Crowley, the Senior Independent Non-
Executive Director, is available to meet with
major shareholders.
Arrangements can also be made through
the Company Secretary and Group General
Counsel for major shareholders to meet with
newly appointed Directors.
The Group maintains a website at www.
candcgroup.com which is regularly updated
and contains information about the Group.
Stakeholders
The Code provides that the Board should
understand the views of the Company’s key
stakeholders other than shareholders and
describe how their interests and the matters
set out in section 172 of the UK Companies
Act 2006 (‘s.172’) have been considered in
Board discussions and decision making.
Whilst s.172 is a provision of UK company
law, the Board acknowledges that as
a premium listed issuer, it is important
to address the spirit intended by these
provisions.
Section 172 Statement
A director of a company must act in a way
they consider, in good faith, would most
likely promote the success of the company
for the benefit of its members as a whole,
taking into account the factors as listed in s.
172. This is not a new requirement, and the
Board has always considered the impact of
its decisions on stakeholders. We set out
below some examples of how the Board
has done so in relation to four decisions
during the year. Details of who the Board
considers the main stakeholders are, how
we have engaged with them during the year
and the outcomes of the process are set
out on pages 8 to 9 and forms part of the
s.172 statement.
Corporate Governance
Business & Strategy Financial Statements
91
Key decision Stakeholders
Hybrid AGM
To ensure that our shareholders were enfranchised with an opportunity to participate in and ask questions at the
Company’s Annual General Meeting held in July 2022, the AGM was held in a hybrid format and shareholders were
invited to join the AGM in person or online, to listen, vote and ask questions. Shareholders were also provided with
an opportunity to submit their questions about the business or any matter pertaining to the AGM, in advance of the
meeting.
All Directors joined the AGM physically, together with the external auditor. All resolutions at the 2022 AGM were
voted on a poll. Shareholders who were unable to attend the meeting, were asked to register their vote in advance
of the AGM by appointing the Chair of the AGM as proxy and providing their voting instructions. All resolutions
were passed with over 94% cast in favour.
• Shareholders
• Government
and regulators
• Employees
Disposal of the Group’s stake in Admiral Taverns tenanted pub group
In May 2022, the Board approved the sale of its entire minority interest in Admiral Taverns to Proprium Capital
Partners, with whom it originally invested into Admiral Taverns in September 2017, for total gross aggregate cash
consideration of £55.0m. In deciding whether the disposal supported the long-term success of the Group, and
with due regard to the interests of the Group’s stakeholders, the Board evaluated the contribution of the business,
its growth prospects and fit with the overall strategy of the Group. We estimated that the disposal represented an
FY2023 EBITDA multiple of 10.9x. The aggregate proceeds receivable were to be used to reduce net debt and
contribute to the delivery of our stated medium-term target Net debt/EBITDA multiple of less than 2.0x. As part of
the divestment, C&C negotiated a long-term supply agreement into the Admiral estate, which included our owned
and agency brands. Following evaluation of these factors, it was determined that the sale of the business was in
the best interests of the Group and its stakeholders.
• Customers
• Suppliers
• Shareholders
• Lenders
Re-financing
The Board approved the decision to re-finance the Group’s €450m multi-currency revolving credit facility expiring
in July 2024, having regard to the current volatile environment and upward pressure on bond yields. The target of
the exercise was to provide ample, but not inefficient liquidity and headroom for the Group, allowing it to execute
against its stated strategy. In addition, to ensure a diversified capital structure, whilst optimising the Group’s cost of
debt and linking any new facility to our sustainability ambitions.
In formulating its decision, the directors considered the views of the investor community regarding, the short- and
long-term requirements of the business which could impact on employees and suppliers, and the protection of
the interests of stakeholders as a whole. The merits of the re-financing, including that it would reduce leverage,
enhance liquidity and strengthen the Group’s position, ensuring that C&C remains resilient in the event of further
negative macro-economic developments. The Board concluded that it was in the best interests of shareholders, as
well as the Group’s wider stakeholder community and was accordingly approved by the Board.
In May 2023, post-FY2023 year-end and upon publication of the Group’s FY2023 results the Group has completed
a refinancing of the current multi-currency facility. The facility is a new five-year committed, sustainability-linked,
facility comprised of a €250m multi-currency revolving loan facility and a €100m non amortizing Euro term loan,
both with a maturity of FY2028. The facility offers optionality of two one-year extensions to the maturity date
callable within 12 months and 24 months of initial drawdown respectively. Both the multi-currency facility and
the Euro term loan were negotiated with six banks - namely ABN Amro Bank, Allied Irish Bank, Bank of Ireland,
Barclays Bank, HSBC and Rabobank.
• Employees
• Customers
• Suppliers
• Shareholders
Corporate Governance Report
(continued)
92
C&C Group plc Annual Report 2023
Division of Responsibilities
It is the Group’s policy that the roles of the
Chair and Group Chief Executive Officer are
separate, with their roles and responsibilities
clearly divided and set out in writing
(available on our website).
Chair
The Chair, Ralph Findlay is responsible for
the leadership of the Board and ensuring
effectiveness in all aspects of its role. The
Chair is responsible for ensuring, through
the Company Secretary and Group
General Counsel that Directors receive
accurate, timely and clear information. He is
responsible for setting the Board’s agenda
and ensuring adequate time is available for
Board discussion and to enable informed
decision making. He is responsible for
encouraging and facilitating the effective
contribution of Non-Executive Directors and
constructive relations between Executive
and Non-Executive Directors.
Senior Independent Director
Vincent Crowley is the Senior Independent
Non-Executive Director. In addition
to his role and responsibilities as an
Independent Non-Executive Director, the
Senior Independent Director is available
to shareholders where concerns have not
been resolved through the normal channels
of communication and for when such
contact would be inappropriate. He acts
as a sounding board for the Chair and acts
as an intermediary for the Directors when
necessary. He is responsible for annually
evaluating the performance of the Chair in
consultation with the other Non-Executive
Directors.
Non-Executive Directors
The Non-Executive Directors provide an
external perspective, sound judgement
and objectivity to the Board’s deliberations
and decision making. With their diverse
range of skills and expertise, they support
and constructively challenge the Executive
Directors and monitor and scrutinise the
Group’s performance against agreed goals and objectives. The Non-Executive Directors
together with the Chair meet regularly without any Executive Directors being present. The
Non-Executive Directors provide a conduit from the workforce to the Board for workforce
engagement and have sufficient time to meet their board responsibilities.
Chief Executive Officer
The Group Chief Executive Officer is responsible for the leadership and day-to-day
management of the Group. This includes formulating and recommending the Group’s
strategy for Board approval in addition to executing the approved strategy.
Company Secretary
Mark Chilton, as Company Secretary, supports the Chair, the Group Chief Executive Officer
and the Board Committee Chairs in setting agendas for meetings of the Board and its
Committees. He is available to all Directors for advice and support. He is responsible for
information flows to and from the Board and the Board Committees and between Directors
and senior management. In addition, he supports the Chair in respect of training and the
Board and Committee performance evaluations. He also advises the Board on regulatory
compliance and corporate governance matters.
Board Committees
The Board has established an Audit Committee, an ESG Committee, a Nomination
Committee and a Remuneration Committee to oversee and debate relevant issues and
policies outside main Board meetings. Throughout the year, the Chair of each Committee
provided the Board with a summary of key issues considered at the Committee meetings.
Board Committees are authorised to make enquiries of the Executive Directors and other
executives across the Group as they feel appropriate and to engage the services of external
advisers as they deem necessary in the furtherance of their duties at the Company’s
expense.
The Audit Committee Report is on pages 100 to 104, the ESG Committee Report is on
pages 105 to 107, the Nomination Committee Report is on pages 108 to 114 and the
Directors’ Remuneration Committee Report is on pages 115 to 135.
Workforce Engagement
The Board has appointed a Non-Executive Director to each business unit to understand
employee’s views. The following are the units assigned to each of the Non-Executive
Directors:
Business Unit Non-Executive Director
Co Sec/Legal and Group Communications Jim Thompson
Finance John Gibney
GB Jill Caseberry
HR Helen Pitcher
Ireland Vincent Crowley
IT Vineet Bhalla
Operations Helen Pitcher
Corporate Governance
Business & Strategy Financial Statements
93
Directors may attend any Board Committee meeting they wish, irrespective of whether they
are a Committee member. This is subject only to recusal regarding matters concerning the
individual(s) or any conflicts of interests.
All Directors holding office at the time attended the 2022 AGM.
Director
Number of Meetings
Attended*
Maximum Possible
Meetings
% of Meetings
Attended
Executive
David Forde 7 7 100
Patrick McMahon 7 7 100
Non-Executive
Stewart Gilliland
1
3 3 100
Vineet Bhalla 7 7 100
Jill Caseberry 7 7 100
John Gibney
2
2 2 100
Vincent Crowley 7 7 100
Emer Finnan 7 7 100
Helen Pitcher 7 7 100
Jim Thompson 7 7 100
1. Meetings attended by Stewart Gilliland until the date of his retirement from the Board.
2. Meetings attended by John Gibney from the date of his appointment.
3. Meetings attended by Emer Finnan until the date of her stepping down from the Board.
‘Our Forum’ sessions were held during
the year. Hosted by Executive Committee
members and Non-Executive Directors
(‘NEDs’). These sessions provide a short
business update, with the key focus being
to answer any questions / concerns that
colleagues have about C&C. ‘Our Forum’
meetings build on existing employee
engagement opportunities and the Group’s
continuing efforts to develop a culture of
informality, transparency and trust. The
aim is to provide a further opportunity to
increase two-way dialogue between the
Company and all staff. They also allow our
NEDs to hear directly from colleagues and
feed back to the C&C Board.
Board Meetings in FY2023
The Directors’ attendance at Board
meetings during the year is shown in the
table. The core activities of the Board and
its Committees are covered in scheduled
meetings held during the year. Additional
ad hoc meetings are also held to consider
and decide matters outside scheduled
meetings. There were 7 Board meetings,
7 Audit Committee meetings, 5 ESG
Committee meetings, 5 Nomination
Committee meetings and 11 Remuneration
Committee meetings held in the year under
review.
Board and Committee members are
expected to attend each scheduled
meeting, and, wherever possible, any
ad hoc meetings. If a director is unable
to attend a meeting due to exceptional
circumstances, or pre-existing
commitments, they are encouraged to
provide comments and observations on
the relevant Board and Committee papers,
to the Chair of the Board or Committee
so that they may be shared with Directors
at the meeting. The Board aims to hold at
least two meetings in different operating
locations each year. When visiting operating
locations, Directors can meet with a
diverse group of senior business leaders
and colleagues, which allows them to gain
further insight into how the business works
and the opportunity to listen to colleagues'
views and ask questions.
Board activity during FY2023
Each Board meeting follows a carefully
tailored agenda agreed in advance by the
Chair, Group Chief Executive Officer and
Company Secretary. A typical meeting will
comprise reports on current trading and
financial performance from the CEO and
CFO, investor relations updates, monitoring
strategy, examining investment and
acquisition opportunities and presentations/
reports on specific subject areas. A
summary of the key activities covered
during FY2023 is set out below.
Strategy, Operations and Finance
• Approved the Group’s Viability Statement;
• Received presentations from
management on brand marketing plans;
• Received presentations from the CEO
and CFO and senior management
on strategic initiatives and trading
performance;
• Approved the annual budget plan and
KPIs;
• Reviewed and approved the sale of our
shareholding in the Admiral Taverns
tenanted pub group;
• Reviewed and approved the Group’s full
year FY2022 and half year FY2023 results
as well as trading updates;
• Approved the Group’s 2022 Annual
Report (including a fair, balanced and
understandable assessment) and 2022
AGM Notice;
• Received and reviewed updates from
senior management on the Group’s
sustainability strategy including ESG
frameworks, climate change risks and
TCFD reporting;
• Received and discussed presentations
from the GB Head of Logistics and the
Manufacturing Director;
• Reviewed and approved the terms of the
external re-financing arrangements;
• Received Investor relations updates; and
• Received updates from the Technology
and Transformation Director on the
implementation of the Company’s
ERP system in our Matthew Clark and
Bibendum business, a set of projects
whose purpose was to help the Company
change systems, process or ways of
working, to update and modernise the
systems we use and create alignment
within the Group on systems and
process. More details regarding the
projects can be found on page 85.
Corporate Governance Report
(continued)
94
C&C Group plc Annual Report 2023
People and Culture
• Review of succession planning;
• Continued focus on the composition,
balance and effectiveness of the Board,
including the appointment of a Chair of
the Audit Committee;
• Reviewed and discussed six monthly
“Peakon” employee satisfaction survey
results and monitored culture throughout
the Group;
• Considered progress towards greater
diversity in the workforce;
• Received reports on engagements with
colleagues; and
• Received and discussed a presentation
on the Group Remuneration policy and
reward strategy.
Safety
• Received and discussed six monthly
safety performance reports and updates
presented by the Group Health and
Safety Manager.
Internal Control and Risk Management
• Reviewed the Group’s risk management
framework and principal risks and
uncertainties and emerging risks;
• Reviewed and confirmed the Group’s
Viability Statement and going concern
status;
• Reviewed and validated the effectiveness
of the Group’s systems of internal
controls and risk management; and
• Reviewed updates on the information
and cyber security control environment
from the Technology and Transformation
Director.
Governance and Legal
• Reviewed regular briefings on corporate
governance developments and legal and
regulatory issues;
• Approved the Group’s Modern Slavery
Statement for publication;
• Received reports on engagement with
institutional shareholders, investors and
other stakeholders throughout the year;
• Reviewed progress against the 2022
internal Board evaluation action plan;
• Conducted an external Board evaluation
covering the Board’s effectiveness, with
the outcome discussed by the Board;
• Approved an updated Whistleblowing
Policy and new Volunteering and
Community Investment policies;
• Received and reviewed whistleblowing
reports and activities;
• Received and discussed six monthly
reports and updates presented by the
Group Data Protection Officer; and
• Received regular reports from the Chairs
of the Audit, Nomination, Remuneration
and ESG Committees.
Objectives and Controls
The Group’s strategic objectives are set
out on pages 20 to 21 and a summary of
performance against the Group’s KPIs is
at pages 28 to 29. The Board also receives
regular updates across a broad range of
internal KPIs and performance metrics.
The Group has a clear risk management
framework in place, as set out on pages
30 to 39, to manage the key risks to the
Group’s business.
Business Model and Risks
The Group’s Business model is set out on
pages 22 to 25. The Risk Management
Report on pages 30 to 39 contains an
overview of the principal risks facing the
Group and a description of how they are
managed.
Whistleblowing
All employees have access to a confidential
whistleblowing service which provides an
effective channel to raise concerns. The
Audit Committee and the Board receives
updates detailing all notifications and
subsequent action taken.
Composition, Succession and
Evaluation
As at 28 February 2023, the Board
consisted of a Non-Executive Chair, two
Executive Directors and seven independent
Non-Executive Directors including the
Non-Executive Chair. As at 24 May 2023,
the Board consists of the Executive Chair,
one Executive Director and six independent
Non-Executive Directors.
Over half of the Board comprises
independent Non-Executive Directors and
the composition of all Board Committees
complies with the Code, while also
including longer serving and more recently
appointed Directors. Additionally, the
Chair was considered independent on
his appointment. Details of the skills and
experience of the Directors are contained in
the Directors’ biographies on pages 86 to 87.
The independence of Non-Executive
Directors is considered by the Board
and reviewed at least annually, based on
the criteria suggested in the Code. Non-
Executive Directors do not participate in any
of the Company’s share option or bonus
schemes.
Following this year’s review, the Board
concluded that all the Non-Executive
Directors continue to remain independent in
character and judgement and are free from
any business or other relationship that could
materially interfere with the exercise of their
independent judgement in accordance with
the Code.
Appointments to the Board
Recommendations for appointments to
the Board are made by the Nomination
Committee. The Committee follows Board
approved procedures (available on our
website together with a copy of the terms
of reference for the Nomination Committee)
which provide a framework for the different
types of Board appointments on which
the Committee may be expected to make
recommendations. Appointments are made
on merit and against objective criteria with
due regard to diversity (including skills,
knowledge, experience and gender).
All Board appointments are subject to
continued satisfactory performance
followings the Board’s annual effectiveness
review. The Nomination Committee leads
the process for Board appointments and
makes recommendations to the Board. The
activities of the Nomination Committee and a
description of the Board’s policy on diversity
are on pages 108 to 114.
Time Commitment and external
appointments
Following the Board evaluation process,
detailed further on pages 96 to 97, the Board
has considered the individual Directors
attendance, their contribution and their
external appointments and is satisfied that
each of the Directors is able to allocate
sufficient time to the Group to discharge his
or her responsibilities effectively.
Corporate Governance
Business & Strategy Financial Statements
95
As evidenced by the attendance table
earlier in the report, the attendance
remained high and demonstrates the
Directors’ ability to devote sufficient time.
In line with the Code, Directors are required
to seek Board approval prior to taking
on any additional significant external
appointments and the following were
approved during the year in line with these
requirements:
• Vincent Crowley’s appointment as Chair
of the Company’s Irish corporate brokers,
Davy;
• Jill Caseberry’s appointment as Senior
Independent Director and Chair of the
Remuneration Committee of Bakkavor
plc; and
• Helen Pitcher’s involvement as Senior
Independent Director of One Health
Group Limited, which listed on Aquis.
Prior to these appointments, the Board
considered the time required, including
whether it would impact their ability to
devote sufficient time to their current
role. The Board considered that the
appointments would not interfere with their
roles with the Group.
Development
On appointment, a comprehensive tailored
induction programme is arranged for each
new Director. The aim of the programme
is to provide the Director with a detailed
insight into the Group. The programme
involves meetings with the Chair, Group
Chief Executive Officer, Group Chief
Financial Officer, Company Secretary,
Business Unit MDs and key senior
executives as appropriate. It covers areas
such as:
• the business of the Group;
• their legal and regulatory responsibilities
as Directors of the Company;
• briefings and presentations from
Executive Directors and other senior
executives; and
• opportunities to visit business operations.
To update the Directors’ skills, knowledge
and familiarity with the Group and its
stakeholders, visits to Group business
locations are organised for the Board
periodically, as well as trade visits with
members of senior management to assist
Directors’ understanding of the operational
issues that the business faces. Non-
Executive Directors are also encouraged
to visit Group operations throughout their
tenure to increase their exposure to the
business. Directors are continually updated
on the Group’s businesses, the markets
in which they operate and changes to the
competitive and regulatory environment
through briefings to the Board and meetings
with senior executives.
Training opportunities are provided through
internal meetings, presentations and
briefings by internal advisers and business
heads, as well as external advisers.
Information and Support
All members of the Board are supplied with
appropriate, clear and accurate information
in a timely manner covering matters which
are to be considered at forthcoming Board
and Committee meetings.
Should Directors judge it necessary to
seek independent legal advice about the
performance of their duties with the Group,
they are entitled to do so at the Group’s
expense. Directors also have access to
the advice and services of the Company
Secretary, who is responsible for advising
the Board on all governance matters
and ensuring that Board procedures are
followed.
The appointment and removal of the
Company Secretary is a matter requiring
Board approval.
Re-election of Directors
All Directors are required by the Company’s
Articles of Association to submit themselves
to shareholders for re-election at the
first Annual General Meeting after their
appointment and thereafter by rotation at
least once every three years. In accordance
with the Code, all Directors will, however,
stand for re-election annually.
Board Evaluation
FY2023 Board and Committee external
evaluation
Each year, the Board undertakes a rigorous
review of its own effectiveness and
performance, and that of its Committees
and individual Directors. At least every three
years, the evaluation is externally facilitated.
In FY2023, an external effectiveness review
was undertaken.
Independent Audit Limited (‘IAL’), an
external independent evaluator, was
engaged to carry out this activity, which
took place between January and May
2023. IAL conducted the previous external
evaluation in 2020. The Board felt that
retaining IAL would allow progress to be
tracked on areas of focus identified in the
previous effectiveness review. This would
also enable C&C’s new Chair, Ralph Findlay,
to get the benefit of assessing Board
performance and progress against the
previous external evaluation. In addition,
the Board was of the view that IAL’s re-
appointment was appropriate, taking into
account their knowledge of the Company
and the evolution of the Board, since the
2020 evaluation, including the change in
Board Chair. IAL has no other connection
with the Company or any of the Directors.
The evaluation was conducted according to
the guidance provided in the Code. It was a
comprehensive review of all aspects of the
board's effectiveness.
The Board considered the results of the
evaluation and has separately assessed
the independence and time commitment
of each Director. It concluded that each
Director’s performance continues to
be effective and that they demonstrate
commitment to their roles. These findings
are fully considered when making
recommendations in respect of their
election or re-election to the Board.
Corporate Governance Report
(continued)
96
C&C Group plc Annual Report 2023
Board Evaluation Process
In January, February and March 2023, IAL observed the Board and Committee meetings and carried out a review of Board and Committee
papers. In March 2023 Board members, the Company Secretary, the external auditor, the remuneration advisor, and management
participants in Board and Committee meetings completed an online questionnaire via IAL’s ‘Thinking Board’ platform.
The findings of the evaluation were discussed with the Chair and the Company Secretary and finalised into a report. IAL presented the
findings of the effectiveness review at the May Board meeting, discussed the outcomes and answered directors’ questions. A report on
the Chair’s performance was presented to the Senior Independent Director and the results discussed at a meeting of the Non-Executive
Directors without the Chair present. The Chair received feedback on individual Directors’ performance, which was followed by one-to-one
meetings between the Chair and each individual Director to discuss the findings. Feedback on each Committee was presented to each
Committee Chair and was discussed at the relevant Committee meeting.
The Board considered the findings of the effectiveness review and agreed on the priority areas noting that the action plans would be built
into the Board’s objectives, meeting agendas and engagement activities for FY2024, and progress against these will be monitored and
reported in the FY2024 Annual Report.
Key areas of focus identified in FY2022
Area of Focus Detailed Feedback Progress
Culture The evaluation found a strong desire from the Board
to develop a deeper understanding of organisational
culture. As part of this focus Directors are eager to
develop workforce engagement and greater oversight
of reward practices throughout the organisation.
Progress was being made by the Board in better
understanding how far desired cultures and values
were embedded in the Group, as evidenced by
Non-Executive Director (‘NED’) engagement. The
engagement of the NEDs with a range of employees
from each business unit has provided invaluable insight
into the evolution of our culture and values and their link
to strategy through a series of ‘Our Forum’ meetings.
Board logistics
and information
In light of the challenges of remote Board meetings,
Directors communicated that there may need to be
refinement to Board agendas, including ensuring there
is a balance struck between insight and excessive
detail.
The Board is focused on evolving ways of working to
ensure Board time is used in a way that is strategic,
appropriate and effective. The agenda has moved to a
more focused, specific and strategic footing to reflect
this way of working. The Board resumed meetings and
engagement activities in person in the latter part of the
year.
Risk Picture The Directors voiced satisfaction with the strength
of work done on developing and communicating the
updated risk framework in recent years. Feedback
indicated that this risk picture needs to be further
developed, particularly in relation to emerging non-
financial risks and wider economic developments.
The annual board and the audit committee meeting
agendas have included a series of updates from
executive risk owners in relation to both the Group’s
principal risks and emerging risks having regard to the
fact that the Group operates in a dynamic environment
where risks continue to evolve, and the Group continues
to develop mitigation measures to address them.
Corporate Governance
Business & Strategy Financial Statements
97
Corporate Governance Report
(continued)
FY2023 External Board effectiveness evaluation observations
Based on the review the Board concluded that it has a number of important strengths including good cohesion as a Board, an appropriate
balance of experience, skills and knowledge, and Board meetings operating in a spirit of openness and collaboration, fostered by the Chair.
The Board, and the now Executive Chair in particular, are committed in retaining this dynamic and cohesive environment, particularly in
light of the recent and upcoming changes to the Board.
FY2024 key areas of focus
Area of Focus Detailed Feedback
Strategy The evaluation found enthusiasm for having greater Board input into the strategy development
process, as well as more focus on monitoring of strategic progress. Directors are keen to spend
more time on assessing the resilience of the business model, the role of technology in driving the
strategy, and the strategic risks and opportunities that may come from big market shifts.
Succession Planning Participants in the evaluation communicated a need to continue to make progress on management
succession and development planning, including by giving the Board greater exposure to potential
successors, and having regular sessions on talent management at the Board and Nomination
Committee.
Risk and Control Feedback indicated that Board oversight of risk could be enhanced, particularly in relation to major
projects, crisis preparation and ESG risks. Directors are pleased to see progress on cyber and
health and safety risk, and would like to see further progress on legacy control issues in the finance
area.
Dynamics and Meetings The evaluation suggested the Board could be enabled to provide more value in meetings through a
variety of mechanisms including increasing time allocated for discussion, more timely information,
and changes to the structure of agendas.
People and Culture There is a desire to increase the focus on people, particularly regarding the skills that will be
needed to underpin the strategy, and in terms of fair reward for management. Additionally, feedback
suggests board oversight of culture has improved but the area needs further development.
Audit, Risk and Internal Control
Financial and Business Reporting
The Strategic Report on pages 2 to 79
explains the Group’s business model and
the strategy for delivering the objectives
ofthe Group.
A Statement on Directors’ Responsibilities
on the Annual Reportcan be found on page
136, a Statement on the Accounts being
fair, balanced and understandable canbe
found on page 102 and a statement on the
Group as a going concern and the Viability
Statement are set out on pages 38 to 39.
Risk Management
Please refer to pages 30 to 39 for
information on the risk management
process and the Group’s principal risks and
uncertainties.
Internal Control
Details on the Group’s internal control
systems are set out on page 102.
Internal Audit
Details of the Internal Audit function are
provided within the Audit Committee report
on page 103.
Audit Committee and Auditors
For further information on the Group’s
compliance with the Code and provisions
relating to the Audit Committee and
auditors, please refer to the Audit
Committee Report on pages 100 to 104.
98
C&C Group plc Annual Report 2023
Remuneration
For further information on the Group’s compliance with the Code provisions relating to remuneration, please refer to the Directors’
Remuneration Committee Report on pages 115 to 135 for the level and components of remuneration. Shareholders approved the Group’s
current Remuneration Policy at the 2021 AGM. The Policy is designed to promote the long-term success of the Group.
The following is a table of reference that provides an overview of where to find disclosures relating to the sections of the Code:
Section Disclosure Locations
Board Leadership and
Purpose
Details on how the Board promotes the long-term success of the Company are set out in our Strategic
Report on pages 2 to 79 and throughout this Corporate Governance Report on pages 88 to 99. Our
purpose and values are set out on page 6. Relations with shareholders are described on page 9. Our
whistleblowing programme is described on page 74.
Division of Responsibilities Pages 86 to 87 gives details of the Board and Management Team. The Board governance structure is
detailed on pages 88 to 99.
Composition, Succession
and Evaluation
Details on appointments and our approach to succession are set out in the Nomination Committee
report on pages 108 to 114. Details on evaluation are set out on pages 96 to 97.
Audit, Risk and Internal
Control
The Audit Committee Report can be found on pages 100 to 104, with further detail on the principal
risks to the business in the Risk Report on pages 30 to 39.
Remuneration The Company’s Remuneration Policy can be found in the FY2021 Annual Report. The Directors’
Remuneration Committee Report can be found on pages 115 to 135.
Constructive Use of the Annual General
Meeting
The AGM provides a valuable opportunity
for the Board to engage with shareholders
and listen to their feedback. In 2022, the
AGM was held in a hybrid format and
shareholders were invited to join the AGM
in person or online, to listen, vote and
ask questions. Shareholders were also
provided with an opportunity to submit
their questions about the business or any
matter pertaining to the AGM, in advance
of the meeting. All Directors joined the AGM
physically, together with the external auditor.
All resolutions at the 2022 AGM were voted
on a poll. Shareholders who were unable
to attend the meeting, were asked to
register their vote in advance of the AGM by
appointing the Chair of the AGM as proxy
and providing their voting instructions. All
resolutions were passed with over 94% cast
in favour.
In compliance with the Code, at the Annual
General Meeting, the Chair of the meeting
will announce the level of proxies lodged on
each resolution, the balance for and against
and abstentions, and such details will be
placed on the Group’s website following
the meeting. A separate resolution will be
proposed at the Annual General Meeting in
respect of each substantially separate issue.
This report was approved by the Board of
Directors on 24 May 2023.
Mark Chilton
Company Secretary
Corporate Governance
Business & Strategy Financial Statements
99
Dear Shareholder
On behalf of the Audit
Committee (‘the Committee’)
I am pleased to present its
report covering the work of the
Committee during FY2023.
This provides an overview of
the Committee’s activities in
the year under review and
looks forward to our expected
activities in the coming year.
I am delighted to have joined the Board of
C&C Group plc and to have been appointed
as Audit Committee Chair. I am pleased
to have found that both the Board and
Executive are highly focused on improving
the control environment of the Company
and I will continue to focus my energies
on ensuring our internal control processes
continue to operate effectively and remain
appropriate for the changing environment in
which the Group operates.
Year in Review
I am pleased to present the Audit
Committee report covering the work done
by the Committee during FY2023. I will
continue to build on the excellent work
carried out by my predecessor Emer Finnan
over the last eight years and will seek to
support the Board of Directors of C&C
in my capacity as non-executive Chair of
the Audit Committee. A vital aspect of the
Committee’s work is to provide independent
scrutiny and challenge to ensure the Annual
Report and financial statements provide
a true and fair view of the Company’s
performance, focusing on the accuracy,
integrity and communication of our financial
reporting.
In discharging its responsibilities in the year,
the Committee reviewed and challenged
management on the significant accounting
judgements and disclosures made in our
financial reporting in relation to recoverability
of trade receivables and advances to
customers, the carrying value of goodwill
and intangibles, revenue recognition and
various tax provisions, as well as reviewing
the analysis behind our going concern and
viability statements and considering the
processes that underpinned the production
of the Annual Report and Accounts. The
Committee’s consideration of revenue
recognition and recoverability of trade
receivables required a heightened level of
focus, as a result of issues associated with
the implementation of a complex Enterprise
Resource Planning (‘ERP’) system upgrade
in our Matthew Clark and Bibendum (‘MCB’)
business.
As is usual, the Committee considered the
Group’s Principal Risk disclosures for the
financial year ended 28 February 2023. The
Committee is satisfied that the statements
made by executive management on pages
30 to 39 of this Annual Report in respect of
the Principal Risks are appropriate based on
what is currently known to management as
at the date of this Report.
During the reporting period, the Committee
is pleased with the good progress made
in enhancing our information technology
systems and controls to defend against
cyber-attacks. Our journey to achieving
‘Cyber Essentials’ accreditation through
the National Cyber Security Centre has
proved a worthwhile exercise and, with the
benefits seen here, we remain committed to
continuing the focus on cyber security. Our
progress has resulted in positive changes
in our IT landscape and has driven a shift
in culture and security awareness, which is
particularly pleasing.
The Committee’s work was supported
by the Group’s well-established risk and
financial management structures, which
have continued to operate effectively
during the year under review. The Committee
has continued to be greatly assisted by the
commitment, energy and experience of
the finance team, which has enabled the
Committee to fulfil its role in providing effective
scrutiny and challenge. As Chair, I regularly
engage with the Head of Internal Audit and
the external auditor both ahead of committee
meetings and also as part of a regular dialogue
we have on issues relevant to the Committee,
in each case in order to ensure that each
of their independent views, opinions and
comments are reflected in the Committee’s
deliberations and dealings.
There were seven meetings of the Committee
during the year. The meetings of the
Committee were generally scheduled to take
place in advance of Board meetings. This
allowed me and my predecessor, Emer Finnan,
to provide the Board with a detailed update on
the key items discussed during our meetings.
The Board also received copies of the minutes
of the Committee meetings.
In my capacity as Audit Chair, I am available
to all Board members to discuss any audit or
risk related concerns they may have, either
on a collective or individual basis. During
FY2023, myself and Emer, in our role as
Audit Chair, both met with the external audit
partner and the Head of Internal Audit, without
management on a regular basis.
More information about the Committee’s
activities during the year can be found in the
pages which follow.
The Year Ahead
Looking forward, the Committee will continue
to review the financial reporting of the Group
and its accounting policies. Any major
accounting issues of a subjective nature will be
considered and discussed by the Committee,
and the Committee will also adopt a strong
focus on changes to the Group’s information
technology systems and controls, including
a review of the resolution of the recent
upgrade, and the development of additional
risk mitigation actions associated with such
IT system changes. The Committee will also
consider any additional requirements resulting
from the expected UK Corporate Governance
changes. The Committee fulfils a key role
in assisting the Board in ensuring that the
integrity of the Group’s financial statements
Audit Committee Report
100
C&C Group plc Annual Report 2023
and the effectiveness of the Group’s internal
financial controls and risk management
systems are maintained. Through the
Committee’s composition, resources and
the commitment of its members, I believe
that it remains well placed to meet those
challenges and to discharge its duties
effectively in the year ahead.
On behalf of the Board
John Gibney
Audit Committee Chair
24 May 2023
Role and Responsibilities of the
Committee
The Committee supports the Board
in fulfilling its responsibilities in relation
to financial reporting, monitoring the
integrity of the financial statements and
other announcements of financial results
published by the Group; and reviewing
and challenging any significant financial
reporting issues, judgements and actions
of management in relation to the financial
statements. The Committee reviews
the effectiveness of the Group’s internal
controls and risk management systems and
the effectiveness of the Group’s Internal
Audit function. On behalf of the Board,
the Committee manages the appointment
and remuneration of the External Auditor
and monitors its performance and
independence. The Group supports an
independent and confidential whistleblowing
procedure and the Committee monitors the
operation of this facility.
In accordance with the Code, the Board
requested that the Committee advise it
whether it believes the Annual Report
and Accounts, taken as a whole, is fair,
balanced and understandable and provides
the information necessary for shareholders
to assess the Group’s position and
performance, business model and strategy.
The Committee’s Terms of Reference reflect
this requirement and can be found in the
Investor Centre section of the Group’s
website. A copy may be obtained from the
Company Secretary.
All members of the Committee are and were
considered by the Board to be independent
throughout the year under review.
The Committee members have been
selected to provide the wide range of
financial and commercial expertise
necessary to fulfil the Committee’s duties
and responsibilities and provide effective
governance. As a qualified chartered
accountant, I am considered by the Board
to have recent and relevant financial
experience, as required by the Code. The
Committee is considered by the Board to
have the necessary competence and broad
experience relevant to the sector in which
the Group operates. Details of the skills and
experience of the Directors are contained in
the Directors’ biographies on pages 86 and
87 of the Annual Report and Accounts.
The Committee has access to the Group’s
finance team, to its Internal Audit function
and to its External Auditor and can seek
further professional training and advice, at
the Group’s cost, as appropriate.
Meeting Frequency and Main
Activities in the Year
The Committee met on seven scheduled
occasions during FY2023. The quorum
necessary for the transaction of business
by the Committee is two, each of whom
must be a Non-Executive Director. Only
members of the Committee have the right
to attend Committee meetings, however,
during the year, Stewart Gilliland, the former
Chair, Ralph Findlay, in his capacity as
Chair, David Forde, former Group Chief
Executive Officer, Patrick McMahon, in his
capacity as Group Chief Financial Officer,
Vineet Bhalla, Non-Executive Director, the
Head of Internal Audit together with members
of the Internal Audit team, the Technology and
Transformation Director, the Head of IT, the
Group Data Protection Officer, the Director of
Group Finance together with members of the
Group Finance team, and Ernst & Young (‘EY’),
the External Auditor, were invited to attend
meetings.
The Company Secretary and Group General
Counsel is Secretary to the Committee.
Significant Judgemental Areas
The key matters reviewed and evaluated by
the Committee during the year are set out
below. Each of these areas received particular
focus from the External Auditor, who provided
detailed analysis and assessment of the
matters in their report to the Committee.
Going Concern
The Committee and the Board reviewed
and challenged management’s assessment
of base case and downside forecast cash
flows for the period to 31 August 2024
including sensitivity to macro-economic
uncertainties such as a sustained downturn
in demand, higher input costs and interest
rates, combined with significant operational
disruption, along with the Group’s own
mitigating actions on costs and cash
flows. The Committee also considered the
Company’s financing facilities, the level of
available liquidity and covenant compliance
over the forecast period. Based on this, the
Committee confirmed that the application of
the going concern basis for the preparation
of the financial statements continued to be
appropriate with no material uncertainties.
Membership and Attendance
The following non-executive Directors served on the Committee during the year:
Member Member Since
Number of
Meetings
Attended
Maximum
Possible
Meetings
Emer Finnan (Chair)
1
2 July 2014 7 7
Vincent Crowley 22 March 2016 7 7
Jim Thompson 1 March 2019 7 7
John Gibney
2
26 October 2022 2 2
Vineet Bhalla
3
8 February 2023 1 1
1. Emer Finnan left the Board and Committee on 8 February 2023.
2. John Gibney joined the Board and Committee on 26 October 2022.
3. Vineet Bhalla joined the Committee on 8 February 2023.
Corporate Governance
Business & Strategy Financial Statements
101
Audit Committee Report
(continued)
The Committee received a report from EY
on the work undertaken to assess going
concern and specifically discussed the
content of the disclosures made in the
going concern statement in the Annual
Report and the basis of preparation within
the Statement of Accounting Policies of the
financial statements on page 154.
For further information on the work
undertaken by the Committee, the Board
and management in relation to the going
concern basis of preparation for the
FY2023 financial statements, please see
‘Going Concern’ on page 38 and ‘Viability
Statement’ on pages 38 to 39. The
Directors’ Going Concern statement is set
out on page 38.
Recoverability of Trade
Receivables and Advances to
Customers
The Group has a recoverability risk
through exposure to on-trade receivable
balances and advances to customers
who may experience financial difficulties.
The Committee’s focus on this area was
heightened this year as a result of issues
associated with the implementation of a
complex ERP system upgrade in our MCB
business, in addition to the cost of living
crisis, and the consequential impact on
some of our customers. The Committee
considered the basis used by management
in calculating the expected credit losses,
whether it adequately captured the risks
in the current environment and the level
of security in respect of those loans. As a
result of the review process, the Committee
concluded that the expected credit loss on
trade receivables and loans was prudent
but appropriate and were properly reflected
in the consolidated financial statements.
Carrying value of Goodwill and
Intangibles
The Committee considered the carrying
value of goodwill and intangible assets as
at the year end date to assess whether
it exceeded the expected recoverable
amounts for these assets. In particular, the
Committee considered and challenged
the valuation financial models, including
sensitivity analysis, used to support
the valuation and the key assumptions
and judgements used by management
underlying these models. The key
assumptions used in the financial models
and consequently the key focus areas for
the Committee relate to future volume,
net revenue and operating profit, the
growth rate in perpetuity and the discount
rate applied to the resulting cash flows.
The Committee considered the outcome
of the financial models and found the
methodology to be robust, and in all
instances concluded that the outcome was
appropriate.
Revenue recognition
The Committee considered the Group’s
revenue recognition policy and is satisfied
it is appropriate and in line with IFRS 15
Revenue from Contracts with Customers.
Following discussions with the External
Auditor, and the deliberations set out
above, we were satisfied that the financial
statements dealt appropriately with each of
the areas of significant judgement.
Other Areas of Focus
The Committee also during the year:
• approved the Internal Audit plan and
agreed the External Auditor’s work plans
for the Group;
• considered regular reports from the Head
of Internal Audit on their findings;
• reviewed and recommended revisions to
the Board to the Group Risk Register and
the Principal Risks and Uncertainties;
• reviewed the information security
and cyber preparedness policies and
procedures in place to protect the Group
against cyber-attack and the activities
under way to further improve cyber
security across the Group’s technology
estate; and
• reviewed the External Auditor’s
independence and objectivity, the
effectiveness of the audit process, the
re-appointment of the External Auditor
and approved the External Auditor’s
remuneration.
Fair, Balanced and
Understandable Assessment
One of the key compliance requirements
of the Group’s financial statements is for
the Annual Report and Accounts to be
fair, balanced and understandable. The
coordination and review of Group wide
contributions into the Annual Report and
Accounts follows a well-established and
documented process, which is performed in
parallel with the formal process undertaken
by the External Auditor.
The Committee received a summary of
the approach taken by management in the
preparation of the FY2023 Annual Report
and Accounts to ensure that it met the
requirements of the Code. This, and our
own scrutiny of the document, enabled the
Committee, and then the Board, to confirm
that the 2023 Annual Report and Accounts
taken as a whole, was fair, balanced and
understandable and provided the information
necessary for shareholders to assess the
Group’s position and performance, business
model and strategy.
Internal Controls and Risk
Management Systems
The Committee is responsible, on behalf of
the Board, for reviewing the effectiveness
of the Group’s internal controls and risk
management systems, including financial,
operational and compliance controls.
In order to keep the Committee abreast
with latest developments, the Head of
Internal Audit reported to each meeting on
developments and emerging risks to internal
control systems and on the evolution of our
principal risks. The Committee reviewed
the updated principal risks, their evolution
during the year, and the associated risk
appetites and metrics considering business
changes and performance, challenging and
confirming their alignment to the achievement
of the Group’s strategic objectives. On a
regular and ongoing basis, the Committee
considered the ongoing overall assessment
of each risk, their associated metrics and
management actions and mitigations in place
and planned. This review was supported
through consideration of risk dashboards
outlining both principal risks and any
escalated or emerging risks. Those changes
to our risk profile were then approved by
the Board. The Group’s principal risks and
uncertainties are set out on pages 30 to 39.
In addition, the Committee reviewed reports
issued by both Internal Audit and the External
Auditor and held regular discussions with
the Group Chief Financial Officer, the Head
of Internal Audit and representatives of the
External Auditor.
102
C&C Group plc Annual Report 2023
Improving IT Systems and Cyber
Security
The Group implemented a complex
Enterprise Resource Planning ('ERP’)
transformation in February 2023 in the
Matthew Clark and Bibendum (‘MCB’)
business, further aligning and streamlining
our technology infrastructure across
the Group. This is a key step in our
digital transformation and optimisation
of the business which will enable further
automation and simplification of our
business processes.
The implementation of the ERP has taken
longer and has been significantly more
challenging and disruptive than originally
envisaged, with a consequent material
impact on service and profitability within
MCB. Service levels had largely returned
to normal levels by the end of March 2023,
however continuing system implementation
challenges, impacted by greater seasonal
trading volume, saw a deterioration in
service levels in April 2023. An improvement
through May 2023 is being achieved by
investing in material additional cost and
resources, ahead of a system fix being
implemented to restore service to normal
levels permanently. We will undertake a
thorough review of the implementation,
system fixes and mitigation plans to ensure
the Company has the required level of
planning, capability and resilience in its
systems to avoid any reoccurrence in the
future.
We continued to review our information
security and cyber preparedness policies
and procedures and further enhanced
our Information Technology systems
and controls. In the field of information
technology and security, the Company
undertakes a regular security assurance
programme, testing controls, identifying
weaknesses and prioritising remediation
activities where necessary. This includes
periodic best practice specialist security
testing by a leading third-party provider
and regular system scanning to identify
security weaknesses. Issues are assessed
for risk and are comprehensively managed
as part of the Company’s risk management
programme. The Committee is presented
with regular detailed Information
Security Reports by the Technology and
Transformation Director and Group Head
of IT, which includes recommendations for
further reinforcements, and a roadmap for
further risk reduction. As a demonstration of
our commitment to tackling cyber security
we continue to pursue Cyber Essentials
Plus accreditation from the National
Cyber Security Centre (‘NCSC’). Further
reassurance and support was provided
through the results of a third-party cyber
controls assessment, which confirmed that
the direction of the improvement project
was correct, with the results shared with the
Board.
Internal Audit
The Committee is responsible for
monitoring and reviewing the operation and
effectiveness of the Internal Audit function
including its focus, work plan, activities and
resources.
At the beginning of the financial year, the
Committee reviewed and approved the
Internal Audit plan for the year having
considered the principal areas of risk in the
business and the adequacy of staffing levels
and expertise within the function. During
the year, the Committee received regular
verbal and written reports from the Head
of Internal Audit summarising findings from
the work of Internal Audit and the responses
from management to deal with the findings.
The Committee monitors progress on the
implementation of any action plans arising
on significant findings to ensure these are
completed satisfactorily and meets with
the Head of Internal Audit in the absence of
management.
The FY2024 audit plan was designed with
reference to the Group’s principal risks. It
was informed by an assessment of the risk
profile of the different areas of the business
and has considered all existing and
emerging risks, incorporating both elements
where appropriate.
The Committee remains satisfied that the
Internal Audit function has the necessary
resources, objectivity, and competency
to fulfil its mandate. It is also satisfied that
the Internal Audit function has adequate
standing and is free from management
influence or other restrictions.
External Audit
It is the responsibility of the Committee to
monitor the performance, objectivity and
independence of Ernst and Young (‘EY’), the
External Auditor. In December 2022, we met
with EY to agree the audit plan for the year
end, highlighting the key financial statement
and audit risks, to ensure that the audit was
appropriately focused. In addition, EY’s
letter of engagement and independence
was reviewed by the Committee in advance
of the audit.
In May 2023, in advance of the finalisation
of the financial statements, we received a
report from EY on their key audit findings,
which included the key areas of risk and
significant judgements referred to above
and discussed the issues with them for
the Committee to form a judgement on
the financial statements. In addition, we
considered the Letter of Representation
that the External Auditor requires from the
Board.
The Committee meets with the External
Auditor privately at least once a year to
discuss any matters they may wish to raise
without management being present.
Assessment of Effectiveness of
External Audit
During the year, the Committee reviewed
EY’s fees for its services, its effectiveness
and whether the agreed audit plan had
been fulfilled and the reasons for any
variation from the plan. The review included
a formal evaluation process including the
completion of a short questionnaire by
each member of the Committee, the Group
Chief Financial Officer, the Director of Group
Finance and applicable senior finance
personnel across the business.
The Committee also considered the
robustness of the FY2023 audit, the
degree to which EY was able to assess
key accounting and audit judgements and
the content of the audit committee report
issued by the External Auditor. On the
basis of the Committee’s evaluation and
considering the views of other key internal
stakeholders, the Committee concluded
that both the audit and the audit process
were effective, having been carried out in an
independent, professional, organised and
Corporate Governance
Business & Strategy Financial Statements
103
constructive manner, with an appropriate
level of challenge and scepticism over
management’s treatment of significant
reporting and accounting matters.
Audit Tender
As reported last year, the current External
Auditor was first appointed for the year
ended 28 February 2018. The Group’s lead
audit engagement partner, Pat O’Neill had
been the same since that date. The External
Auditor is required to rotate the audit partner
every five years and therefore the existing
partner was required to rotate after the 2022
AGM. We thank Pat for the thoroughness
and commitment he brought to the audit. He
has been replaced by Dermot Quinn.
There are no contractual obligations
restricting the Company’s choice of External
Auditor. The Committee will continue to
review the auditor appointment and the
need to tender the audit, ensuring the
Group’s compliance with the Code and any
related regulations.
The Group complied on a voluntary basis
with the Statutory Audit Services for Large
Companies Market Investigation (mandatory
Use of Competitive Tender Processes and
Audit Committee Responsibilities) Order
2014, having last carried out a competitive
tender for audit services in 2017.
Non-Audit Services
The Group has a policy in place governing
the provision of non-audit services by
the External Auditor in order to ensure
that the External Auditor’s objectivity and
independence is safeguarded.
Under this policy the auditor is prohibited
from providing non-audit services if the
auditor:
• may, as a result, be required to audit its
own firm’s work;
• would participate in activities that would
normally be undertaken by management;
• would be remunerated through a
“success fee” structure or have some
other mutual financial interest with the
Group; and
• would be acting in an advocacy role for
the Group.
Other than above, the Company does not
impose an automatic ban on the External
Auditor providing non-audit services.
However, the External Auditor is only
permitted to provide non-audit services
that are not, or are not perceived to be,
in conflict with auditor independence and
objectivity, if it has the skill, competence
and integrity to carry out the work and it
is considered by the Audit Committee to
be the most appropriate firm to undertake
such work in the best interests of the
Group. The engagement of the External
Auditor to provide non-audit services
must be approved in advance by the Audit
Committee or entered into pursuant to
pre-approved policies and procedures
established by the Audit Committee and
approved by the Board.
The nature, extent and scope of non-
audit services provided to the Group by
the External Auditor and the economic
importance of the Group to the External
Auditor are also monitored to ensure
that the External Auditor’s independence
and objectivity is not impaired. The Audit
Committee has adopted a policy that,
except in exceptional circumstances with
the prior approval of the Audit Committee,
non-audit fees paid to the Group’s auditor
should not exceed 100% of audit fees in any
one financial year.
In FY2023, EY undertook no non-audit
work.
Confidential Reporting
Programme
In line with best practice, the Group has
an independent and confidential reporting
programme in all its operations whereby
employees can, in confidence, report on
matters where they feel a malpractice
has taken or is taking place, or if health
and safety standards have been or are
being compromised. Additional areas that
are addressed by this procedure include
criminal activities, improper or unethical
behaviour and risks to the environment.
The programme allows employees to raise
their concerns with their line manager or,
if that is inappropriate, to raise them on a
confidential basis. An externally facilitated
confidential helpline and confidential email
facility are provided to protect the identity
of employees in these circumstances. Any
concerns are investigated on a confidential
basis by the Human Resources Department
and/or the Company Secretary and Group
General Counsel and feedback is given
to the person making the complaint as
appropriate via the confidential email facility.
An official written record is kept of each
stage of the procedure and results are
summarised for the Committee.
The Audit Committee is also responsible
for ensuring that arrangements are in
place for the proportionate independent
investigation and appropriate follow up of
any concerns which might be raised. The
Committee receives regular reports on all
whistleblowing incidents. The Board also
receives a report on whistleblowing, in the
Company Secretary and Group General
Counsel’s regular report to Board meetings.
In FY2023, no incidences of concern were
uncovered.
We encourage employees to report
genuine issues and concerns as they arise.
Those concerns are taken seriously. They
are investigated where appropriate and
confidentiality is respected.
Evaluation of the Committee
The evaluation of the Committee was
completed as part of the 2023 external
board evaluation process. The overall
conclusion from this year’s external
evaluation was that the Committee
continues to operate effectively. However,
we were pleased to receive suggestions and
ideas to further improve the way in which
the Audit Committee approaches its work,
and a number of these will be incorporated
into our work. Such areas include a heighted
focus on risk management procedures
related to IT systems implementation, and
increased engagement at Audit Committee
meetings with risk owners and recipients
of Internal Audit reviews. An explanation
of how this process was conducted, the
conclusions arising from it and the action
items identified is set out on pages 96 to 97.
The Committee has considered this in the
context of the matters that are applicable to
the Committee.
This report was approved by the Board of
Directors on 24 May 2023.
John Gibney
Audit Committee Chair
Audit Committee Report
(continued)
104
C&C Group plc Annual Report 2023
Environmental, Social and Governance Committee Report
Dear Shareholder
I am pleased to present the
Group’s Environmental, Social
and Governance (‘ESG’)
Committee report covering
the work of the Committee
during FY2023. This report
provides an overview of the
Committee’s activities in the
year under review and previews
our expected activities in the
coming year.
Year in Review
The Board established an ESG Committee
in 2020 to reflect C&C’s ongoing
commitment to operating a sustainable
business and provide the Company
with rigour, support and challenge on
ESG matters. The ESG Committee has
primary responsibility for the oversight of
sustainability and climate change issues and
provides regular updates to the Board on
these matters.
The Board attended an ESG Committee
meeting during the year to receive a
presentation from an external provider on
the Task Force on Climate-related Financial
Disclosures (‘TCFD’) and a discussion and
critique of the Company’s approach to ESG
formed part of the Board’s annual strategy
day.
Throughout the course of FY2023, the
priority for the Committee has been the
continuous progression of the Company’s
ESG strategy, as detailed on pages 56 to
79, and ensuring ESG remains at the heart
of the Company’s strategy and an integral
component of its operations.
C&C’s Head of ESG and its
Communications and Corporate Affairs
Director continue to lead the Company
towards our vision of “Delivering to a better
world!” relating to ESG targets. A team
of five ESG Champions from across the
business provide additional support by
analysing and appraising the ESG strategy,
its six pillars and the KPIs and initiatives
underpinning it. Our ESG Champions
provide invaluable input as we continue
to implement the ESG Strategy. ESG
Champions are appointed on an 18-month
term, allowing them to be involved in the
setting of long-term, meaningful targets
and providing an opportunity to help shape
the future of the business at a strategic
level on ESG matters. The ESG Champions
report back to their respective teams which
ensures an element of alignment on ESG
related issues throughout the business. The
ESG Champions were invited to participate
at the five Committee meetings held during
FY2023.
Important progress has been made in
incorporating the TCFD framework into
our reporting and risk management
processes. During the year, the Board and
the Committee received additional training
from external providers on the quantitative
scenario analysis required by TCFD
which will extend into FY2024 and builds
upon the work completed in FY2022. By
strengthening our governance, we continue
to accelerate efforts to mitigate climate
change risks and identify opportunities
for transitioning to be a carbon neutral
business by 2050. Full details on the work
undertaken on TCFD during FY2023 can be
found on pages 40 to 49.
Protecting our environment remains an
integral part of the Company’s strategy.
For this reason, an environmental target
was put forward to the Committee during
FY2023 and approved by the Remuneration
Committee. An environmental target also
forms part of the performance conditions
of the 2022 Long Term Incentive Plan
(‘LTIP’). More details can be found in the
Remuneration Committee Report on pages
115 to 135.
A materiality assessment exercise, in line
with the Global Reporting Initiative, was
started during the year to ensure that the
Company’s ESG priorities remain aligned
with the views of our key stakeholders. The
exercise will strengthen the Company’s
response to ESG regulations, such as
the Corporate Sustainability Reporting
Directive, our reporting efforts in line with
TCFD, while ensuring that the ESG matters
of most importance to stakeholders
are captured accurately and part of the
Committee’s deliberations. Third-party
ratings, including the Group’s current
AA rating under the MSCI Index, were
taken into account to determine impact
materiality.
To promote the alignment of the ESG
strategy with financing decisions, the
Committee reviewed and supported a
proposal to link ESG KPIs on carbon
emissions, water efficiency and health and
safety, in a debtor securitisation exercise
and in the re-financing exercise during the
year.
A key element of our ESG strategy is to
enhance the wellbeing of our employees
and foster a diverse, inclusive and equitable
workforce. To this end, following feedback
received from colleagues, Employee
Resource Groups (‘ERGs’) were set up
during FY2023 on the topics
of mental
health and wellbeing physical health, working
parents and menopause
. Each ERG is
sponsored by an Executive Committee
member. The ERGs inspire conversation,
connect employees from across the
Company and encourage innovative ways
to look at challenges. When there are gaps
in experiences, the ERGs have been vital in
promoting awareness of an underrepresented
group which ensures the appropriate action
can be taken. The ERGs have met every
month during FY2023, given a presentation
Corporate Governance
Business & Strategy Financial Statements
105
to the Executive Committee on progress to
date and engaged with our employees to mark
cultural and diversity related events during the
year. The work of the ERGs is reported to the
ESG Committee.
The Non-Executive Directors have
continued to engage with a range of
employees from each business area
through a series of ‘Our Forum’ meetings
during FY2023. The meetings, organised
by the Head of ESG, allow employees to
raise with the Non-Executive Directors and
Executive Committee members, a variety of
issues, including views on the effectiveness
of the Company’s strategy and what the
Company could improve to make C&C a
great place to work. More details on the
Board’s engagement with the workforce,
including key outcomes from the ‘Our
Forum’ meetings, can be found on pages
93 to 94.
The strength of our team is our most
valuable asset and we are committed to
creating an open and inclusive culture,
which enables all of our people to thrive,
and to promote diversity, equity and
inclusion (‘DE&I’) to ensure we have a
balanced pipeline of talent for the future.
This year we expanded the Company’s
DE&I agenda by setting up a DE&I Advisory
Group, chaired by the Company’s GB
Commercial Director, and publishing a
Gender Pay Gap Report covering the whole
Group. One of our ESG KPIs, approved by
the Committee, in collaboration with the
Nomination Committee, is linked to diversity
and inclusion.
The Committee tracks KPI performance
at each meeting and considered regular
reports on matters pertaining to the pillars
of the ESG strategy, such as Ethical and
Sustainable Procurement. During the
year, the Committee approved the TCFD
Disclosure, the Responsibility Report and
ESG Committee Report in the 2022 Annual
Report and Accounts, reviewed the results
of employee surveys and recommended
charity and colleague volunteering policies
for approval by the Board.
In terms of community engagement, the
Committee was delighted to endorse the
Company’s partnership with the Big Issue
Group, one of the UK’s leading social
enterprises that exists to create innovative
solutions through enterprise, to unlock
social and economic opportunity for the
14.5m people in the UK living in poverty.
The mutually beneficial partnership aligns
to our ESG strategy and allows C&C to
support some of the most vulnerable
people in our community. Volunteering
opportunities also enhances the health,
wellbeing, and capability of our colleagues.
More details on the partnership with the
Big Issue Group can be found on 75.
We continue to search for partnership
opportunities of a similar nature in the
Republic of Ireland.
The Board is committed to treating all
stakeholders in every area of our business
with honesty, fairness, openness,
engagement and respect, and to
conducting all business ethically and safely.
The Group will only work with parties that
share these values. Our Code of Conduct
(‘our Code’) sets out our expectations
for how we do business, clarifying our
commitments to ethical, social and
environmental performance. Our ESG
policies support our Code.
Year Ahead
Looking forward, the Committee will
continue to challenge the business
proactively to tackle the sustainability
topics relevant to our stakeholders and
ensure the right processes are in place to
mitigate climate-related risks and identify
opportunities, as we journey towards
becoming a carbon neutral business. In
recognising the importance of keeping
abreast of new developments, further
training will be delivered to the Board during
FY2024 via the delivery of virtual workshops
on ESG matters from an external provider.
In February 2023, I informed the Board
that I would not be seeking re-election
and will step down from my position as an
Independent Non-Executive Director at
the conclusion of the 2023 AGM, as it has
become increasingly difficult to dedicate
the necessary time required to fulfil my
responsibilities as Non-Executive Director
along with the requisite travel from the
USA. It has been my pleasure to Chair
the ESG Committee since 2020 and I’m
proud of the progress we have achieved
to date, supporting the Group’s ongoing
commitment to environmental, corporate
social responsibility and corporate
governance matters.
Vineet Bhalla will succeed me as Chair of
the ESG Committee at the conclusion of
the 2023 AGM. Through the Committee’s
composition, resources and the
commitment of its members, I believe that it
remains well placed to meet the challenges
of an ever-changing world and to discharge
its duties effectively in the year ahead.
On behalf of the Board
Jim Thompson
Chair of the ESG Committee
24 May 2023
Environmental, Social and Governance Committee Report
(continued)
106
C&C Group plc Annual Report 2023
Roles and Responsibilities of the
Committee
Role of the Committee
The Committee is required to:-
• Assist the Board in defining the Group’s
strategy relating to ESG matters;
• Review the policies, programmes,
practices and initiatives of the Group
relating to ESG matters, including
environmental concerns, ensuring they
remain effective and up to date;
• Provide oversight of the Group’s
management of ESG matters and
compliance with legal and regulatory
requirements, including applicable rules
and principles of corporate governance,
and applicable industry standards;
• Report on these matters to the
Board and, where appropriate, make
recommendations to the Board; and
• Report as required to shareholders of the
Company on the activities and remit of
the Committee.
The Committee has defined Terms of
Reference which can be found in the
Investor Centre section of the Group’s
website at www.candcgroupplc.com.
No member of the Committee nor any other
Director participates in discussions or votes
concerning his or her own re-election or
evaluation of his or her own performance.
Details of the skills and experience of the
Directors are contained in the Directors’
biographies on pages 86 and 87. Their
remuneration is set out in the Remuneration
Report.
The quorum necessary for the transaction
of business by the Committee is two, each
of whom must be a Non-Executive Director.
Only members of the Committee have the
right to attend Committee meetings. The
Committee Secretary is the Senior Assistant
Company Secretary.
Meeting Frequency
The Committee met on five occasions
during the year ended 28 February 2023. All
members of the Committee attended each
meeting except on one occasion where
Patrick McMahon could not attend. At the
invitation of the Committee, the outgoing
Board Chair, the incoming Board Chair, the
former Group CEO, the Company Secretary
and Group General Counsel, the Head of
ESG, the Communications and Corporate
Affairs Director, the Group Engineering
Manager, the ESG Analyst, the GB
Commercial Director, the Group HR Director
and the ESG Champions were invited to
attend meetings from time to time.
Evaluation of the Committee
The evaluation of the Committee was
completed as part of the 2023 external
board evaluation process. Based on the
review the Committee concluded that it has
a number of important strengths including
confidence in its reporting, good discussion
and debate, and high quality chairing.
An explanation of how this process was
conducted, the conclusions arising from
it and the action items identified is set out
on pages 96 to 97. The Committee has
considered this in the context of the matters
that are applicable to the Committee.
This report was approved by the Board of
Directors on 24 May 2023.
Jim Thompson
Chair of the ESG Committee
Membership and Attendance
The following directors served on the Committee during the year.
Member Member Since
Number of
Meetings
Attended
Maximum
Possible
Meetings
Jim Thompson (Chair) 24 September 2020 5 5
Vineet Bhalla
1
9 February 2023 0 0
Jill Caseberry 24 September 2020 5 5
Patrick McMahon
2
24 September 2020 4 5
Helen Pitcher 24 September 2020 5 5
1. Vineet Bhalla did not attend any ESG Committee meetings during FY2023 given his appointment date to the
Committee.
2. Patrick McMahon was unable to attend the meeting on 6 December 2022 due to illness.
Corporate Governance
Business & Strategy Financial Statements
107
Dear Shareholder
I am pleased to present the
Nomination Committee (‘the
Committee’) report covering
the work of the Committee
during FY2023. The Committee
is responsible for leading
a formal, rigorous and
transparent process for Board
appointments and ensuring that
plans are in place for orderly
succession to the Board and
senior management positions.
The Committee is also
responsible for keeping under
review the leadership needs
of the Group, both executive
and non-executive, with a
view to ensuring the continued
ability of the organisation
to compete effectively in a
competitive marketplace. This
report provides an overview
of the Committee’s activities
in the year under review and
looks ahead to our anticipated
activities in the coming year.
Year in Review
This year, we saw some important changes
to the composition of our Board.
At the 2022 AGM, Stewart Gilliland stepped
down from his role as Chair of the Board
and Chair of the Nomination Committee.
During his time at C&C, the Group has
been transformed into the leading final-
mile distributor to the on-trade in the UK
and Ireland, while navigating the business
through the most challenging period in our
industry’s history. On behalf of the Board
and all at C&C, I would like to thank Stewart
for his commitment and stewardship. This
decision has given me the opportunity to
join the Board of Directors as Chair of the
Board and of the Nomination Committee.
We were pleased to announce the
appointment of John Gibney as an
independent Non-Executive Director on
26 October 2022. John has taken on
the role of Chair of the Audit Committee
following Emer Finnan’s decision to step
down from the Board on 8 February 2023.
John’s appointment followed a thorough
evaluation and succession process led
by the Committee in conjunction with
an independent search firm, Warren
& Partners. In addition to his finance
background, John brings significant industry
expertise and listed company experience to
the Board, and we are delighted to welcome
him to C&C. With a deep understanding of
the beverage and hospitality sector in the
UK and internationally, John has extensive
listed company board experience in both
an executive and non-executive capacity
and has already contributed significantly to
Board level deliberations. Vineet Bhalla, was
also appointed as a member of the Audit
Committee on 8 February 2023 in light of
his significant experience in IT and data
management, increasingly important in the
internal and external audit processes. I want
to thank Emer for her significant contribution
to the Group and stewardship of the Audit
Committee during her tenure on the Board.
Emer brought valuable expertise to C&C
and we wish her every success in her future
endeavours.
In further Board changes, we announced
in February 2023 that Helen Pitcher would
not seek re-election and would step down
from her position as a Non-Executive
Director at the conclusion of the 2023 AGM.
This followed her appointment as chair of
the Judicial Appointments Commission.
In addition, Jim Thompson advised the
Board that he would not seek re-election
and would step down from his position as
a Non-Executive Director at the conclusion
of the 2023 AGM given the challenges in
dedicating the necessary time required to
effectively undertake his responsibilities
on the Board as he lives in the US. Vineet
Bhalla will succeed Jim Thompson as Chair
of the ESG Committee. The Board would
like to thank both Helen and Jim for their
significant contributions and service to the
Group during their respective tenures on
the Board. As independent directors, both
Helen and Jim brought valuable expertise
and unique insights to C&C.
The process to recruit two additional
independent Non-Executive Directors has
commenced. C&C will also appoint a new
chair of the Remuneration Committee to
succeed Helen Pitcher in due course.
Both the Committee and the Board are
mindful that progress needs to be made in
relation to the level of female representation
on the Board. Following the significant
changes to the Board recently, the diversity
of our Board has fallen below our diversity
aims. The Committee and the Board fully
support diversity, equity and inclusion
in all its dimensions and recognise the
important contribution it makes to high
quality decision making and innovative
thinking. As we look to appoint two new
Directors to the Board, diversity will be part
of our key considerations. I look forward
to updating our progress in our search
for two new additional Non-Executive
Directors, and in ensuring the appropriate
balance of diversity on our Board. Diversity,
equity and inclusion remained firmly on the
Committee’s agenda, both at a Board level
and throughout the Group.
Nomination Committee Report
108
C&C Group plc Annual Report 2023
These changes on our Board reflect the
importance of succession planning on the
Board and throughout the organisation.
This includes understanding the steps
taken to develop talent from within C&C,
as well as overseeing promotions and
changes made within the Executive
Committee towards ensuring the most
appropriate balance of skills to support
the execution of our strategy.
As detailed on page 85, on 18 May
2023, David Forde stepped down as the
Group’s Chief Executive Officer (‘CEO’)
and Director with immediate effect,
and consequently Patrick McMahon,
Chief Financial Officer (‘CFO’), was
appointed CEO with immediate effect.
I have been appointed Executive Chair
to support the management transition
as Patrick McMahon will also retain his
responsibilities as CFO until a new CFO is
appointed.
The evaluation of the Committee was
completed as part of the 2023 external
board evaluation process. Based on the
review the Committee concluded that
it has a number of important strengths
including confidence in the assessment
of new appointments, clear specification
of what is needed from candidates and
high quality chairing. An explanation of
how this process was conducted, the
conclusions arising from it and the action
items identified is set out on pages 96
to 97. The Committee has considered
this in the context of the matters that are
applicable to the Committee.
I hope you find the information on the
following pages about the work of the
Committee helpful and informative.
On behalf of the Board
Ralph Findlay
Nomination Committee Chair
24 May 2023
Roles and Responsibilities of the
Committee
Role of the Committee
The Committee is responsible for Board
recruitment and conducts a continuous
and proactive process of planning and
assessment, considering the Board’s
composition against the Group’s strategic
priorities and the main trends and factors
affecting the long-term success and future
viability of the Group. The Committee’s
key objective is to ensure that the Board
comprises individuals with the necessary
skills, knowledge, experience and diversity
Except for the Chair, all members of the
Committee are and were, throughout the
year under review, considered by the Board
to be wholly independent.
No member of the Committee nor any
other Director participates in discussions
concerning or votes on his or her own
re-election or evaluation of his or her own
performance. Details of the skills and
experience of the Directors are contained
in the Directors’ biographies on pages 86
and 87. Their remuneration is set out in the
Directors’ Remuneration Committee Report.
The quorum necessary for the transaction
of business by the Committee is two, each
of whom must be a Non-Executive Director.
Only members of the Committee have the
right to attend Committee meetings. The
Company Secretary and Group General
Counsel is Secretary to the Committee.
Membership and Attendance
The following Non-Executive Directors served on the Committee during the year.
Member Member Since
Number of
Meetings
Attended
Maximum
Possible
Meetings
Ralph Findlay (Chair)
1
7 July 2022 3 3
Vincent Crowley 1 June 2019 5 5
Emer Finnan
2
5 July 2018 5 5
Helen Pitcher 23 October 2019 5 5
Stewart Gilliland
3
24 October 2017 2 2
1. Ralph Findlay joined the Committee on 7 July 2022.
2. Emer Finnan retired from the Board on 8 February 2023.
3. Stewart Gilliland retired from the Board on 7 July 2022.
to ensure that the Board is effective in
discharging its responsibilities and that
appropriate succession arrangements
are in place. The Committee has defined
Terms of Reference which can be found in
the Investor Centre section of the Group’s
website at www.candcgroupplc.com.
The Committee is responsible for leading
a formal, rigorous and transparent process
for the appointment of new Directors to the
Board and ensuring that plans are in place
for orderly succession to the Board and
senior management positions.
Meeting Frequency and Main
Activities during the year
The Committee met on five occasions
during the year ended 28 February 2023.
All members of the Committee attended
each meeting. At the invitation of the
Committee, the former Group CEO, Vineet
Bhalla, Jill Caseberry, John Gibney, Jim
Thompson, the interim Group Director of
Human Resources and the Group Director
of Human Resources were invited to attend
meetings from time to time.
Set out below is a summary of the main
activities of the Committee in the year.
Corporate Governance
Business & Strategy Financial Statements
109
Nomination CommitteeReport
(continued)
Audit Chair Appointment
As outlined in his introductory letter, the
previous Chair of the Audit Committee
stepped down from her role in February
2023 following eight years on the Board and
four years as Chair of the Audit Committee.
A selection process for a new Audit Chair
was led by the Chair, and the Committee,
with assistance from the Company
Secretary and Group General Counsel.
The services of an executive search firm
were used to identify potential candidates.
The Committee considered the credentials
of several search consultants before
recommending the appointment of Warren
& Partners, which is a signatory to the
voluntary code of conduct for executive
search firms. Warren & Partners does not
have any connection to the Group or with
individual Directors.
The Company did not use open advertising
to search for suitable candidates for the
role as we believe that the optimal way
of recruiting for this position is to use
targeted recruitment based on the skills and
experience required.
As an initial step, the Committee agreed a
role profile with Warren & Partners, which
referred to the following characteristics and
experience:
• Experience as an Audit Committee Chair;
• Qualified accountant;
• Plc experience and an understanding
of the UK corporate governance
environment;
• Broad sector experience; and
• A positive match with the culture of the
Group and the members of the Board.
The search from Warren & Partners was
rigorous in its scope. The Committee
considered an extensive list of potential
candidates, both internally and externally,
with the skills, knowledge and experience
required. The candidates included in the
initial list for the Committee were of diverse
backgrounds in its widest sense (gender,
nationality, age, experience and social
backgrounds). The Committee unanimously
selected John Gibney as its preferred
candidate. John brings significant industry
expertise and listed company experience
to the Board. With a deep understanding of
the beverage and hospitality sector in the
UK and internationally, John has extensive
listed company board experience in both an
executive and non-executive capacity.
Following the Committee’s recommendation
and due consideration by the Board, John
Gibney was appointed our new Audit Chair
designate, joining the Board on 26 October
2022 and succeeded Emer Finnan as Audit
Chair on 8 February 2023. The Board is
pleased to have recruited an individual with
his experience and expertise to chair the
Audit Committee.
Induction of New Board Members
When a new Board member joins
the Company they receive a formal,
comprehensive and tailored induction
designed to suit their individual needs
and their role. The induction programme
includes activities and meetings with key
personnel, technical meetings and site
visits. This is an effective way of introducing
them to the Group’s culture and of ensuring
that they have the information and support
they need to understand the business and
to enable them to be productive in their role.
Chair Induction
The induction programme for Ralph
Findlay has included meetings with
senior management and operational and
functional teams around the Group and
was structured to help Ralph gain an insight
into how the business works on a day-to-
day basis and to understand its strategic
priorities, purpose, culture, values and
people.
Since joining, Ralph has held a series of
meetings including one-to-one sessions
with Board colleagues, senior management,
business unit and functional heads and
has also undertaken visits to key locations
in the Group. These visits gave Ralph an
opportunity to meet with local management
teams and other colleagues and to speak
with them first hand and to listen to their
views.
Other Board Changes
In February 2023, we announced that
that Helen Pitcher would not seek re-
election and would step down from her
position as a Non-Executive Director at the
conclusion of the 2023 AGM. This followed
her appointment as chair of the Judicial
Appointments Commission.
In addition, Jim Thompson advised the
Board that he would not seek re-election
and would step down from his position as
a Non-Executive Director at the conclusion
of the 2023 AGM, as he was finding
it increasingly difficult to dedicate the
necessary time required as a non-executive
director and the requisite travel from the
USA. The Committee, recognising Vineet
Bhalla’s interest, passion, knowledge and
enthusiasm for environmental, social and
governance matters, were firmly of the
view that Vineet Bhalla was a worthy and
imminently suitable candidate to succeed
Jim Thompson as Chair of the ESG
Committee. Vineet Bhalla will succeed Jim
Thompson as Chair of the ESG Committee
on that date and joined the ESG Committee
on 8 February 2023.
New Non-Executive Directors
The process for making new appointments
to the Board is usually led by the Chair,
except when the Committee is dealing
with the Board Chair succession. When
considering new appointments, all
recommendations to the Board are made
110
C&C Group plc Annual Report 2023
on merit against objective criteria which take
into account experience, skills and ensuring
an appropriate diversity, in the broadest
sense, in the resulting membership of the
Board. Time commitment, independence
and potential conflicts of interest are
considered before any recommendation is
made to the Board. Any candidates who
are shortlisted are interviewed by the Board
Chair, Committee members, other Directors
and the Company Secretary and Group
General Counsel. The Board is updated
on the progress of the selection process
and receives recommendations from the
Committee for appointment.
The Committee is mindful that progress
needs to be made in relation to the level
of gender diversity on the Board to ensure
we meet the recommendations set by
the FTSE Women Leaders Review and
targets specified in the Financial Conduct
Authority’s Listing Rules, under which C&C
will report in FY2024. This is an area of
focus for the Committee. The target set by
the Parker Review continues to be met.
The process to recruit two additional Non-
Executive Directors has commenced and
we look forward to updating as to progress.
Succession Planning
The Board plans for its own succession,
with the support of the Committee. The
Committee remains focused, on behalf of
the Board, on succession planning for both
Executive and Non-Executive Directors.
The Committee aims to ensure that:
• the succession pipeline for senior
executive and business critical roles in the
organisation is strong and diverse;
• processes are in place to identify potential
successors and manage succession
actively;
• there is a structured approach to
developing and preparing possible
successors; and
• processes are in place to identify “at risk”
posts.
In order to ensure that there are effective
succession plans in place for the Executive
Committee team and senior management,
the Board has visibility of a wide range of
colleagues who have been identified as
potential succession candidates in the
short, medium and long term.
Developing C&C’s diverse pipeline of
internal talent, and the organisation’s
ability to attract, retain and develop
skilled, high potential individuals is a focus
of discussion. To that end, individuals
identified in the talent pipeline are provided
with the opportunity to interact with Board
members both informally and through
attendance at Board and Committee
meetings to present on specialist topics.
This not only provides valuable experience
and exposure for those individuals to the
Board, but also assists the Board when
assessing the strength of succession plans
in place and areas of development need for
relevant individuals. In FY2023, a number
of Executive Committee members and
senior management were invited to present
to the Board and its Committees on topics
pertaining to C&C’s strategic priorities,
financials and ESG. Opportunities for
interactions outside of the Board meeting
calendar were also pursued and developed.
This will continue to be an area of focus
during FY2024 and beyond.
Separately, on at least an annual basis,
each Director’s intentions are discussed
regarding continued service on the Board
and their succession is considered in the
context of the composition of the overall
Board and the corporate governance
guidance on non-executive tenure. This
transparency allows for an open discussion
about succession for each individual, both
for short term emergency absences as well
as longer term plans.
As in previous years, we conducted an
analysis of the balance of experience,
skills, gender and diversity on the Board
as a whole, taking account of the future
needs of the business in the light of the
business strategy, the Board changes set
out above, and the knowledge, experience,
length of service and performance of the
Directors, including their ability to continue
to contribute effectively to the Board. In
accordance with our policy, we also had
regard to the requirement to achieve a
diversity of characters, backgrounds,
experience and gender amongst Board
members. More details can be found on
pages 112 to 113.
Diversity
As a people focused business, our strength
comes from an inclusive and welcoming
environment, where we recognise that the
experiences and perspectives which make
us unique come together in our shared
values and vision. We strongly believe that
the more our colleagues reflect the diversity
of our clients and consumers, the better
equipped we are to service their needs.
We have a Diversity, Inclusion and Wellbeing
Policy and the Committee is satisfied that
it supports the development of a more
diverse workforce within the business and
is consistent with the Group’s inclusive
and welcoming culture. The policy equally
applies to our Board members and all our
employees, regardless of their contract,
location or role in the business.
As at 28 February 2023, female
representation on the Board was 22% (two
out of nine). The Committee is mindful of
both the FTSE Women Leaders Review and
the FCA’s diversity targets at Board level.
The Company is fully supportive of these
aims and is committed to ensuring that
the proportion of female representation will
meet this requirement by 2025.
Corporate Governance
Business & Strategy Financial Statements
111
Nomination CommitteeReport
(continued)
As at 28 February 2023, the composition
of the Board met the Parker Review
recommendations as it has done since
2021.
As at 28 February 2023, the percentage of
females on the Executive Committee was
33%. More details on workforce diversity
can be found below.
We aim to ensure our inclusivity applies
to all aspects of their careers, including
recruitment, selection, benefits and
opportunities for training and promotion.
Our vision is to be an employer of choice,
with a rich and diverse mix of people who
reflect the societies and communities in
which we work and operate. C&C is a great
place to work and our policy reinforces
our commitment to equity, diversity and
inclusion and to having a truly representative
workforce where every member feels
respected, valued and able to be their best.
We want to ensure that equity, diversity and
inclusion is a core part of how we operate,
it’s embedded in our culture, and reflected
in our people and their behaviours.
In FY2022, we conducted a diversity and
inclusion survey, “Getting to Know You”, to
better understand our colleagues and their
needs, to gain their views on inclusion and
wellbeing and to obtain identity (diversity
demographics) data. Subsequently, in
FY2023 we established employee relations
groups (‘ERGs’) in the areas of mental
health and wellbeing, physical health,
working parents, menopause and diversity,
equity and inclusion as one of a number of
intended concrete and meaningful steps
to reinforce our commitment to diversity
and inclusion. The diversity, equity and
inclusion ERG consists of employees from
across the Group. The ERG met every
month during FY2023, gave a presentation
to the Executive Committee on progress to
date and engaged with our employees to
mark cultural and diversity related events
during the year. The work of the ERG is
reported to the ESG Committee. A further
diversity, equity and inclusion survey is
to be conducted in FY2024 to add to our
understanding.
We are committed to:-
• Reviewing and adapting our policies and
procedures to ensure workforce diversity
and equal opportunities;
• Implementing initiatives that drive an
inclusive culture where all employees feel
accepted and valued;
• Promoting a more inclusive environment,
which attracts all candidates and signals
our commitment to celebrate and
promote diversity;
• Taking an inclusive approach to ensure
we attract a diverse pool of talent and
experience;
• The use of clear statements which
promote equality and inclusion within the
recruitment process;
• Training our managers and wider teams
to increase cultural diversity, awareness,
knowledge and skills;
• Encouraging our people to share their
experiences and help each other to
understand more about what diversity
and inclusion means; and
• Authentically telling our diversity and
inclusion story and celebrating our
approach, both inside and outside our
organisation.
Statistical gender diversity employment data
for the Company as at 28 February 2023 is
as follows:
Male Number/
Percentage
Female Number/
Percentage
Directors 7/78% 2/22%
Senior
Managers
58/64% 32/36%
Other
employees
1,913/75% 647/25%
Re-appointment of Directors
The Committee considers the selection
and reappointment of directors carefully
before making a recommendation to
the Board. The Board is conscious of
the length of tenure of non-executives
when formulating its succession planning
process. Non-Executive Directors and the
Chair are generally appointed for a period
of three years, which may be renewed for
a further two terms. Notwithstanding the
appointment of three years, in line with
good governance practice, all Directors are
put forward for re-election by shareholders
annually at the AGM providing shareholders
with the opportunity to express their
confidence and support for the Board as a
whole and each Director individually.
Skills Balance and Directors’
Performance Evaluation
During the year, the Committee also
considered the composition of the
Board and each of its Committees. The
Committee continues to actively review the
long-term succession planning process for
Directors to ensure the structure, size and
composition (including the balance of skills,
experience, independence, knowledge
and diversity (including gender, ethnic and
social backgrounds)) of the Board and
its Committees continues to be effective,
promoting the Group’s ability to deliver its
strategy.
Having undertaken a performance
evaluation of both the Board and individual
Directors, the Committee considered
the independence of each of the Non-
Executive Directors, being Vineet Bhalla,
Jill Caseberry and Vincent Crowley, each
of them having confirmed their willingness
to stand for re-election at the forthcoming
AGM. In assessing their independence, the
Committee has had due regard to various
matters which might affect, or appear to
affect, the independence of certain of the
directors. The Committee was fully satisfied
112
C&C Group plc Annual Report 2023
that each remained fully independent in
both character and judgement.
In determining the independence of Jill
Caseberry, the Group had regard to the
products purchased from St Austell Brewery
Company Limited, of which Jill Caseberry is
a Non-Executive Director. The Committee
remains fully satisfied this relationship is not
material and has in no way impaired her
independence.
The Committee had also undertaken
a review of each of the Non-Executive
Directors’ other interests, external time
commitments and tenure, and has
concluded that each of them is independent
in character and judgement and that there
are no relationships or circumstances likely
to affect (or which appear to affect) his
or her judgement. The Committee is also
satisfied that each of them continues to be
able to devote sufficient time to their role.
No Director participated in the evaluation of
his/her own performance, independence or
time commitments.
The Committee was satisfied that the
Board has the appropriate balance of
relevant skills, experience, independence
and knowledge of the Group to enable it to
discharge its duties to lead and steward the
business.
Time Commitment
In line with its terms of reference, the
Committee performs an annual review of
the time required from the Chair, Senior
Independent Director and Non-Executive
Directors to perform their duties. As part
of this process, the Committee reflects
on a director’s attendance at scheduled
meetings and their availability at other times
during the year. In the year under review,
the Directors were available, often at short
notice and outside regular working hours,
to discuss matters that required a prompt
decision.
Evaluation of the Committee
The Board is committed to transparency
and conducts a formal and rigorous
evaluation of its performance including the
performance of its Committees, individual
Directors and the Chair annually. The
Committee’s last external effectiveness
review was conducted in FY2020 and,
in compliance with the Code, in FY2023,
an external effectiveness review and
evaluation was undertaken. The Committee
discusses the outcome of the review of its
effectiveness annually.
Based on the review the Committee
concluded that it has a number of important
strengths including confidence in the
assessment of new appointments, clear
specification of what is needed from
candidates, and high quality chairing.
For further information on the evaluation of
the Board, the Committees and individual
Directors, including details of the evaluation
process, outcome and next steps, please
refer to pages 96 and 97 of the annual
report.
This report was approved by the Board of
Directors on 24 May 2023.
Ralph Findlay
Chair of the Nomination Committee
Corporate Governance
Business & Strategy Financial Statements
113
Nomination CommitteeReport
(continued)
Diverse and Effective Board
The Board comprises 8 Directors, with a broad and complementary set of technical skills, educational and professional experience,
nationalities, personalities, cultures and perspectives.
Board Skills Matrix
Director
Ralph
Findlay
Patrick
McMahon
Vineet
Bhalla
Jill
Caseberry
Vincent
Crowley
John
Gibney
Helen
Pitcher
Jim
Thompson
Independence
• • • • • •
Core Industry
• • • •
Senior Executive
• • • • •
Finance/Audit & Risk
• • • • •
Legal/Public Policy
•
Manufacturing/ Supply Chain
• • • • •
Communications/ Marketing/Customer Service • •
International Markets
• • • • • •
UK and Ireland Pubs Exp
• • • •
M&A/Capital Markets
• • • •
Digital/Technology •
Board balance
Independence
Gender diversity
Ethnicity
Age Range
40-50 2
51-60 1
61-70 5
0-3 years 4
4-7 years 3
8-10 years 1
Irish 2
British 5
USA 1
Independent 6
Non-independent
(including Executive Chair) 2
Male 6
Female 2
White 7
Indian 1
Tenure
Nationality
114
C&C Group plc Annual Report 2023
Dear Shareholder
On behalf of the Board, I
am pleased to present the
Directors’ Remuneration
Committee Report (‘Report’)
for the year ended 28
February 2023.
The Company is incorporated in Ireland
and is therefore not subject to the UK
company law requirement to submit its
Directors’ Remuneration Policy (‘Policy’)
to a binding vote. Nonetheless, in line
with our commitment to best practice, at
the AGM in July 2021, our revised Policy
was approved by our shareholders on
an advisory basis, with a vote in favour
of over 90%. As no changes to the
Policy are proposed this year, the Policy
will not be subject to a vote at the 2023
AGM. Therefore, we have not included the
full Policy in this report but have included
those parts that we think shareholders will
find most useful. The full Policy is included
in the Annual Report and Accounts for
the year ended 28 February 2021, which
is available on the Company’s website at
www.candcgroup.com. The Committee will
review the Policy and incentive framework
over the next year in advance of our
intention to seek shareholder approval of
an updated Remuneration Policy at the
2024 AGM in line with the usual three year
timetable.
Last year, shareholders showed a high level
of support for our Remuneration Report,
reflected in the significant shareholder
support of this proposal at the 2022 AGM.
Information on the membership of the
Remuneration Committee and its main
activities in FY2023 is set out on page 119.
The Committee remains mindful that
decisions around executive pay should be
proportionate and demonstrate a strong
link between reward, performance and
shareholder alignment. In this light, we are
comfortable that the policy has operated as
intended and remuneration is appropriate,
considering internal and external factors
and measures (including pay ratios and
gaps, colleague pay, the cost-of-living crisis
and the overall stakeholder experience).
Business context
FY2023 has been another challenging year,
from the impact of the war in Ukraine, to a
tightening labour market and an increasing
inflationary environment, with significant
hikes experienced in both the cost of labour
and energy prices. Our colleagues have
remained resilient and dedicated throughout
this period and have continued to work
tirelessly to meet customer demands. The
strength and resilience of our business and
our team is reflected in the strong results
for this year, with C&C delivering significant
revenue and operating profit growth, as
detailed throughout this Annual Report. The
inherent strength of our business model and
continued disciplined cash management
with bank net debt at historic lows has
allowed for the resumption of the dividend.
The Group implemented a complex
Enterprise Resource Planning ('ERP’)
transformation in February 2023 in the
Matthew Clark and Bibendum (‘MCB’)
business, further aligning and streamlining
our technology infrastructure across
the Group. This is a key step in our
digital transformation and optimisation
of the business which will enable further
automation and simplification of our
business processes.
The implementation of the ERP has taken
longer and has been significantly more
challenging and disruptive than originally
envisaged, with a consequent material
impact on service and profitability within
MCB. More details can be found on page
85.
Directors’ Remuneration Committee Report
Executive Remuneration Outcomes FY2023
The FY2023 remuneration outcomes for the Executive Directors are set out in the following table:
Opportunity Performance Measures Out-turn
Annual Bonus 125% of
salary
The annual bonus plan during FY2023 was based on
three performance measures, which were a mix of
financial and non-financial metrics:
• Group Operating Profit (‘GOP’) (65% of the
opportunity)
• Free Cash Flow Conversion (‘FCF’) (20% of the
opportunity, subject to the achievement of GOP)
• ESG metric (15% of the opportunity, subject to the
achievement of GOP)
Actual performance, as detailed on page
126, was as follows:
• GOP – €84.1m
• FCF – 64.6%
• ESG metric – 7.4
Considering that GOP for 2023 was
below target, no bonuses will be paid
to Executive Directors in respect of
FY2023, in spite of the achievement of
our ESG metric.
Corporate Governance
Business & Strategy Financial Statements
115
Opportunity Performance Measures Out-turn
Long-term
Incentives
awarded in the
year
LTIP: 150%
of salary
As set out on page 118, the vesting of the FY2023 LTIP
awards will be subject to three performance conditions:
• EPS Growth (45% of the opportunity)
• Free Cash Flow Conversion (35% of the opportunity)
• Environmental Target (20% of the opportunity)
Performance will be assessed over the
three year period ending with FY2025.
Long-term
incentives
vesting in
respect of
performance in
FY2023
LTIP: 134%
of salary
As set out on page 127, the LTIP awards granted to
the Executive Directors in FY2021 were subject to an
assessment of overall financial performance over the
period FY2021 – FY2023, and separate performance
conditions based on the following three measures:
• FY2021 Liquidity (30% of the opportunity)
• FY2022 Net debt to EBITDA (35% of the opportunity)
• FY2023 EPS (35% of the opportunity)
Reflecting the solid performance over
the period, the awards vested at 65% of
the maximum as detailed on page 127.
The vested awards will be subject to a
further two year holding period.
Application of the Executive
Remuneration Policy in FY2024
Our approach to the implementation of the
Policy in FY2024 is set out on pages 120 to
125.
FY2024 Bonus
In line with the Policy, the Executive
Directors will be eligible to earn a bonus
of up to 125% of salary, with 50% of any
bonus earned paid in cash and 50%
deferred into shares for three years. The
bonuses will be subject to performance
conditions based on a mixture of financial
and non-financial measures. Financial
measures will account for 75% of the
overall opportunity (split between operating
profit (50%) and cash (25%)). Non-financial
measures will be based on strategic goals
(15% of the overall bonus opportunity)
and an ESG measure based on workforce
engagement (10%). Details of the targets will
be disclosed in the Directors’ Remuneration
Report next year.
FY2024 LTIP awards
For the FY2024 grants, it is proposed
that the Free Cash Flow metric will be
removed, and replaced with a relative
Total Shareholder Return (‘TSR’) metric.
This change reflects market practice, the
Company’s strategic priorities and the fact
that cash is a performance measure for the
annual incentive. The FY2024 LTIP awards
will be based:
• 45% on EPS (as this captures long-term
sustainable earnings performance aligned
with the financial performance expected
by our shareholders);
• 35% on relative TSR against a bespoke
group of companies in the Travel
and Leisure Sector and the Food,
Beverage and Tobacco industry sector.
This provides alignment of Executive
Directors’ interests with value created for
shareholders and reflects the importance
of execution of the strategy translating
to increases in our share price. The TSR
constituents are: Domino’s Pizza Group,
JD Wetherspoon, Mitchells & Butlers,
SSP, Fullers, Gym Group, Hollywood
Bowl, Marston’s, Restaurant Group, Ten
Entertainment Group, Britvic, Cranswick,
Hilton Food Group, Premier Foods,
Tate & Lyle, AG Barr, Bakkavor, Devro,
Greencore, FeverTree; and
• 20% environmental targets (scope 1 &
scope 2 reduction targets) reflecting the
Group's decarbonisation goals.
Details of the targets are set out on page
134.
In line with our usual practice, the Executive
Directors’ LTIP awards will be granted at
the level of 150% of salary. The Committee
has carefully considered the quantum of
the LTIP taking into account the macro-
economic environment, the modest level
of incentive pay-outs for our Executive
Directors since they joined the business
and the need to retain and incentivise
key executives (including those below the
Board) in what continues to be challenging
conditions for the sector. The Committee
also recognised that stretching targets
have been set and that the inclusion of a
relative TSR measure mitigates the risk
of any “windfall gain” given the need for
performance relative to peers for this
element of the award to vest. In line with the
Policy and the LTIP rules, the Committee
has discretion to adjust LTIP vesting
outturns if performance against targets
does not properly reflect the underlying
performance of the Company, or if the
Committee considers the pay-out to be
inappropriate in the context of other relevant
factors including to avoid outcomes which
could be seen as contrary to shareholder
expectations.
Directors’ Remuneration Committee Report
(continued)
116
C&C Group plc Annual Report 2023
Cost of Living Crisis and Employee
Engagement
The macro-economic headwinds have
not only impacted our business but also
the livelihoods of our colleagues at all
levels of the organisation. With that in
mind, the Committee has once again
devoted considerable time and attention
to the appropriateness of the Company’s
remuneration policies and procedures, in
the context of the “cost of living crisis”. To
further support colleagues, C&C has carried
out a pay review budget for FY2024, with
pay review matrices to ensure the budget is
focused on our lowest paid colleagues. To
do so, C&C has taken a “blended” salary
approach, with 83% of colleagues receiving
an increase of 5.4% and the lowest paid
receiving an increase of 7.0%. The CEO and
CFO’s salaries will increase by 1.2%. The
approach, that prioritises support to our
lowest paid employees, has been deemed
appropriate in these current exceptional
times and was endorsed in a leadership
forum attended by senior personnel across
the Group.
In further steps, the Company has
implemented a benefits platform, which
amongst other things, facilitates and
enables employee funded benefits such
as discounted shopping vouchers for
example, giving employees the opportunity
to have choices based on their personal
circumstances to supplement employer
funded benefits. Additionally, the Company
has introduced Digicare+ Workplace in
the UK, a remote health assessment tool
for employees as well as being a hub for
other services and supports the pillars of
physical, mental and financial wellness.
This mirrors a similar scheme in the ROI
where colleagues were offered physical
health checks from an external provider. It
is pleasing in those circumstances, to be
able to report that colleague engagement
has improved significantly, with engagement
in our employee survey exceeding 95% of
employees.
Remuneration Practices across C&C
The Committee considers pay and
employment conditions across the wider
Group when determining pay for Executive
Directors. The Group Director of Human
Resources makes regular presentations
to the Committee on the remuneration
structures across the Group, the salary
review process for the wider colleague
base as well as benefit and pension
arrangements. In considering increases to
the base salary for Executive Directors, the
Committee takes the Group-wide annual
salary review process into account.
In the leadership forum, our Group Director
of Human Resources presented on C&C’s
remuneration philosophy and principles,
as well as the proposed FY2024 salary
increases and participated in a question-
and-answer session. Feedback from
colleagues was relayed to the Committee
and taken into account when finalising
remuneration arrangements. My role as
the Non-Executive Director responsible
for engaging with HR and Operations is
an invaluable resource when reviewing
wider employee incentive arrangements,
particularly considering the difficult
macroeconomic environment we are living
in. During those meetings I can outline
our Company-wide remuneration policy
and director and wider workforce pay and
reward matters, sharing our aspirations
around equitable rewards and discussing
the increasing use of ESG measures in goal
setting and shareholder expectations.
Gender pay gap reporting
We published our inaugural gender pay
gap report in December 2022, in line with
the regulatory requirements for companies
in Ireland having published gender pay
gap reports in the UK since the regulations
were introduced in 2019. This constitutes
an opportunity to further assess and report
on our strategy and progress towards
promoting equality, diversity and inclusion
at C&C, and as we build a culture where
everyone can progress. Ensuring that our
colleagues are paid a fair and equitable
rate for the work they do, regardless of
gender or other differences, is of extreme
importance to the Board. Going forward we
will continue to focus on areas that improve
our gender pay gap, and continue to update
our stakeholders on our progress. Further
details can be found on pages 88 to 89.
Conclusion
I will be stepping down as Chair of the
Committee following the conclusion of the
2023 AGM, and consequently this will be
my final report.
I would like to take this opportunity to
thank our major shareholders and the
key institutional investor bodies for the
time taken to engage with us during my
tenure as Chair. The feedback provided by
investors has influenced our perspective
and contributed greatly to the decision-
making of the Committee.
I hope you will join the Board in supporting
the resolution to approve the FY2023
Remuneration Report at this year’s AGM.
Helen Pitcher OBE
Remuneration Committee Chair
24 May 2023
Corporate Governance
Business & Strategy Financial Statements
117
Salary
As reported last year, Executive Directors’
salaries increased by 3.5% in FY2023 in line
with the wider workforce.
FY2023 Bonus
As set out in the Chair’s letter no bonuses
will be paid to Executive Directors in respect
of FY2023, in spite of the achievement of
our ESG metric.
FY2021 LTIP Awards
In the Report for FY2021, we explained
that the LTIP awards for that year were
subject to an assessment of the Company’s
underlying financial performance across
the three-year performance period FY2021
– FY2023, along with three separate
performance conditions aligned to the
Company’s key priorities for each of the
three years. The performance conditions
for FY2021 and FY2022 were set out in
the Directors’ Remuneration Reports for
those years. The performance conditions
for FY2023 were set in the year and are
based on Earnings Per Share (‘EPS’).
Details of the performance conditions for
each year are set out on page 127. Based
on the achievement of the performance
conditions, the awards vested at 65%. The
Committee has considered this formulaic
outcome and determined that the pay-out
level is appropriate in light of the overall
performance and shareholder experience
over the three-year performance period,
and that no discretion is necessary to adjust
the outturn.
Long-Term Incentives Awarded in
FY2023
In June 2022, the Committee made awards
to the Executives under the LTIP. The
Committee determined that for the FY2023
LTIP, awards would vest subject to the
satisfaction of performance metrics based
on earnings per share, free cash flow and
an environmental metric to give impetus
to the Group’s sustainability agenda and
decarbonisation efforts, as set out below.
Executive Remuneration Outcomes for FY2023
The vesting of the FY2023 LTIP awards will be subject to an assessment of the Company’s
underlying financial performance across the three-year performance period FY2023 –
FY2025.
Weighting Measure Further detail
45% Earnings per
share
Threshold (25% vesting) – 22.2c
Maximum – 26.0c
By the end of year 3 target range (end of FY2025) rather
than as a cumulative target.
35% Free
cash flow
conversion
Threshold (25% vesting) – 65%
Maximum – 75%
By the end of year 3 target range (end of FY2025) rather
than as a cumulative target.
20% Environmental
target
To reduce Scope 1 emissions and Scope 2 emissions*
over the three financial years ending with FY2025 as
follows:
Threshold (25% vesting) – 6% reduction
Maximum – 12% reduction
*Definitions
Scope 1 – direct emissions from owned or controlled sources, which
includes emissions from company-owned or operated facilities and
vehicles.
Scope 2 – Indirect emissions from the generation of purchased energy e.g.
electricity, steam, heat and cooling.
Executive Directors’ awards will be subject to a further two-year holding period.
Gender Pay Gap Disclosure
In December 2022 we published our latest Gender Pay Gap report, in line with the
requirements for companies in the UK with more than 250 employees. Companies in
Ireland with more than 250 employees are now also required to disclose their gender pay
gap, in line with the Gender Pay Gap Information Act 2021. Our report includes disclosures
pertaining to the following entities: Matthew Clark Bibendum Limited, Tennent Caledonian
Breweries Limited and M&J Gleeson Co u.c.. We also report our gender pay gap metrics
for Bulmers Limited on a voluntary basis, given that the entity is close to the reporting
threshold of 250 employees (248 employees). Details can be found on the Company’s
website at www.candcgroup.com.
We are committed to promoting equality, diversity and inclusion as we build a culture where
everyone can progress. This includes ensuring that our colleagues are paid a fair and
equitable rate for the work they do regardless of gender or other differences. Going forward
we will continue to focus on areas that improve our gender pay gap.
Directors’ Remuneration Committee Report
(continued)
118
C&C Group plc Annual Report 2023
Governance
The Committee has defined Terms of Reference which can be found in the Investor Centre
section of the Group’s website. A copy may be obtained from the Company Secretary.
Remuneration Committee Membership and Meeting Attendance
The following Non-Executive Directors served on the Committee during the year:
Member Member since
Number of Meetings
Attended
Maximum Possible
Meetings
Helen Pitcher (Chair) 1 March 2019 11 11
Vineet Bhalla 27 October 2021 11 11
Jill Caseberry
1
1 March 2019 9 11
1. Jill Caseberry was unable to attend the meetings on 6 June 2022 and 9 June 2022, which were called at short
notice, due to prior engagements.
All members of the Committee are and were
considered by the Board to be independent.
The quorum necessary for the transaction
of business is two, each of whom must be
a Non-Executive Director. Only members
of the Committee have the right to attend
committee meetings. However, during
the year, the outgoing Board Chair, the
incoming Board Chair, the Chair of the
ESG Committee, the former Group CEO,
the Group CFO, the interim Group Director
of Human Resources, the Group Director
of Human Resources, members of the
HR team, along with representatives from
Deloitte, remuneration advisers, were invited
to attend meetings (although never during
the discussion of any item affecting their
own remuneration or employment).
The Company Secretary and Group General
Counsel is Secretary to the Committee.
Main Activities in FY2023
• Considering the remuneration
arrangements of Executive Committee
members and senior management;
• Receiving an update upon the review to
evaluate and grade each role, leading
to the creation of a framework for
consistent, transparent and appropriate
compensation and benefits group wide;
• Considering the FY2022 bonus outcome;
• Approval of the Directors’ Remuneration
Committee Report for the financial year
ended 28 February 2022;
• Approval of the FY2023 bonus and LTIP
measures;
• Setting the LTIP measures for the FY2023
element of the FY2021 grants;
• Considering the FY2024 remuneration
strategy and structure;
• Considering the results and implications
of the gender pay gap report and
reviewing and commenting on
recommendations to address the gap
and challenges faced by the sector;
• Approval of the FY2024 salary review;
and
• Consideration of the FY2024 bonus and
LTIP measures.
External Advisers
The Committee seeks and considers advice
from independent remuneration advisers
where appropriate. During the year ended
28 February 2023, the Committee obtained
advice from Deloitte LLP. Deloitte’s fees for
this advice amounted to £30,000 (excluding
VAT) charged on a time or fixed fee basis.
Deloitte is one of the founding members
of the Remuneration Consultants’ Code of
Conduct and adheres to this Code in its
dealings. The Committee is satisfied that
the advice provided by Deloitte is objective
and independent. The Committee is
comfortable that the Deloitte engagement
team who provide remuneration advice to
the Committee do not have connections
with the Company that may impair their
independence.
Committee Evaluation
The evaluation of the Committee was
completed as part of the FY2023 external
board evaluation process. Based on the
review the Committee concluded that it has
a number of important strengths including
well managed remuneration disclosures,
improved communication with the Board
and other committees and high quality
chairing. An explanation of how this process
was conducted, the conclusions arising
from it and the action items identified are set
out on pages 96 to 97. The Committee has
considered this in the context of the matters
that are applicable to the Committee.
Remuneration at a glance
Remuneration Outcomes as at 28 February 2023
Element David Forde Patrick McMahon
Base salary as at 28 February 2023 €714,150 €434,700
Pension (% of base salary) 5% 5%
Benefits (% of base salary) 7.5% 7. 5%
Annual Bonus 0% 0%
LTIP (% of max) 65% 65%
Corporate Governance
Business & Strategy Financial Statements
119
Remuneration Policy
Introduction
The current Remuneration Policy for Directors was approved at the 2021 AGM. As no changes to the Policy are proposed this year, the
Policy will not be subject to a vote at the 2023 AGM. Therefore, we have not included the full Policy in this report, but have included those
parts that we think shareholders will find most useful; the full Policy is included in the Annual Report and Accounts for the year ended 28
February 2021, which is available on the Company’s website at www.candcgroup.com. The Committee will review the Policy and incentive
framework over the next year in advance of our intention to seek shareholder approval of an updated Remuneration Policy at the 2024
AGM in line with the usual three year timetable.
Policy Table
Executive Directors
The table below sets out the Company’s Remuneration Policy for Executive Directors.
Purpose and link to strategy Operation Maximum opportunity Performance metrics
Salary
Reflects the
individual’s role,
experience and
contribution.
Set at levels to
attract, recruit and
retain Directors of the
necessary calibre.
Salaries are set by the Committee taking
into account factors including, but not
limited to:
• scope and responsibilities of the role;
• experience and individual
performance;
• overall business performance;
• prevailing market conditions;
• pay in comparable companies; and
• overall risk of non-retention.
Typically, salaries are reviewed annually,
with any changes normally taking effect
from 1 March.
While there is no prescribed
formulaic maximum, any
increases will take into account
the outcome of pay reviews
for employees as a whole.
Larger increases may be
awarded where the Committee
considers it appropriate to
reflect, for example:
increases or changes in scope
and responsibility;
to reflect the Executive
Directors’ development and
performance in the role; or
alignment to market level.
Increases may be implemented
over such time period as
the Committee determines
appropriate.
None.
Benefits/cash allowance in lieu
Ensures that benefits
are sufficient to recruit
and retain individuals
of the necessary
calibre.
The Group seeks to bring transparency
to Directors’ reward structures through
the use of cash allowances in place of
benefits in kind. The cash allowance
can be applied to benefits such as
a company car and health benefits.
Group benefits such as death in service
insurance are also made available.
Other benefits may be provided based
on individual circumstances including
housing or relocation allowances, travel
allowance or other expatriate benefits.
Benefits and allowances are reviewed
alongside salary.
There is no prescribed
maximum monetary value of
benefits.
Benefit provision is set at a
level which the Committee
considers appropriate against
the market and relative to
internal benefit provision in
the Group and which provides
sufficient level of benefit based
on individual circumstances.
None.
Directors’ Remuneration Committee Report
(continued)
120
C&C Group plc Annual Report 2023
Purpose and link to strategy Operation Maximum opportunity Performance metrics
Pension/cash allowance in lieu
Contributes towards
funding later life cost
of living.
Executive Directors may participate in
the Company’s defined contribution
pension scheme or take a cash
allowance in lieu of pension entitlement
(or a combination thereof).
A contribution and/or cash
allowance not exceeding the
level available to the majority of
the Group’s workforce.
None.
Annual bonus
Motivates employees
and incentivises
delivery of annual
performance targets
which support the
strategic direction of
the Company.
Bonus levels are determined after the
year end based on performance against
targets set by the Committee.
The Committee has discretion to
vary the bonus pay out should any
formulaic output not reflect the
Committee’s assessment of overall
business performance, or if the
Committee considers the pay-out to
be inappropriate in the context of other
relevant factors including to avoid
outcomes which could be seen as
contrary to shareholder expectations.
Up to 50% of any bonus earned will
ordinarily be paid in cash with the
remainder deferred into shares, for up to
three years.
Additional shares may be delivered in
respect of deferred bonus award shares
to reflect dividends over the deferral
period. The number of additional
shares may be calculated assuming the
reinvestment of dividends on such basis
as the Committee determines.
Malus and clawback provisions will
apply to the annual bonus. See the
“Malus and clawback” section below for
more details.
Maximum opportunity is 125%
of base salary.
Performance is ordinarily
measured over the financial
year. The Committee has
flexibility to set performance
measures and targets
annually, reflecting the
Company’s strategy and
aligned with key financial,
operational, strategic and/or
individual objectives.
The majority of the bonus
will be based on financial
measures, such as profit
and cash. The balance of
the bonus will be based on
financial or strategic targets
such as brand equity and our
ESG goals.
In the case of financial
measures, 25% of the bonus
will be earned for threshold
performance increasing
to 50% for on-target
performance and 100% for
maximum performance.
For non-financial measures,
the amount of bonus earned
will be determined by the
Committee between 0%
and 100% by reference to its
assessment of the extent to
which the relevant metric or
objective has been met.
Corporate Governance
Business & Strategy Financial Statements
121
Purpose and link to strategy Operation Maximum opportunity Performance metrics
LTIP
Incentivises Executive
Directors to execute
the Group’s business
strategy over the
longer term and aligns
their interests with
those of shareholders
to achieve a
sustained increase in
shareholder value.
Awards are made in the form of nil-cost
options or conditional share awards, the
vesting of which is conditional on the
achievement of performance targets (as
determined by the Committee).
Vested awards must be held for a further
two year period before sale of the shares
(other than to pay tax). This holding period
can be operated on the basis that:
• awards vest following the assessment
of the applicable performance
conditions but will not be released (so
that the participant is entitled to acquire
shares) until the end of a holding period
of two years beginning on the vesting
date; or
• the participant is entitled to acquire
shares following the assessment of
the applicable performance conditions
but that (other than as regards sales
to cover tax liabilities) the award is not
released (so that the participant is able
to dispose of those shares) until the end
of the holding period.
The Committee retains discretion to adjust
the outturn of an LTIP award, including
to override the formulaic outcome of the
award, in the event that performance
against targets does not properly reflect
the underlying performance of the
Company, or if the Committee considers
the pay-out to be inappropriate in the
context of other relevant factors including
to avoid outcomes which could be seen
as contrary to shareholder expectations.
Additional shares may be delivered in
respect of vested LTIP award shares to
reflect dividends over the vesting period
and, if relevant, the holding period. The
number of additional shares may be
calculated assuming the reinvestment
of dividends on such basis as the
Committee determines.
Awards may be made up to
150% of salary in respect of
any financial year.
In exceptional circumstances
the maximum award is 300%
of salary in respect of any
financial year.
Vesting is based on the
achievement of challenging
performance targets
measured over a period of
three years.
Performance may be
assessed against financial
measures (including, but not
limited to, EPS and Cash
Conversion) and operational
or strategic measures (which
may include ESG measures)
aligned with the Company’s
strategy, provided that at least
75% of the award is based on
financial measures.
For the achievement of
threshold performance
against a financial measure,
no more than 25% of the
award will vest, rising,
ordinarily on a straight-line
basis, to 100% for maximum
performance; below threshold
performance, none of the
award will vest.
For non-financial measures,
the amount of the award that
vests will be determined by
the Committee between 0%
and 100% by reference to its
assessment of the extent to
which the relevant metric or
objective has been met.
Directors’ Remuneration Committee Report
(continued)
122
C&C Group plc Annual Report 2023
Purpose and link to strategy Operation Maximum opportunity Performance metrics
Share-based rewards – all-employee plans
Align the interests of
eligible employees
with those of
shareholders through
share ownership.
The C&C Profit Sharing Scheme is an
all-employee share scheme and has two
parts.
Part A relates to employees in Ireland
and has been approved by the Irish
Revenue Commissioners (‘the Irish
APSS’). Part B relates to employees
in the UK and is a HMRC qualifying
plan of free, partnership, matching or
dividend shares (or cash dividends) with
a minimum three year vesting period
for matching shares (‘the UK SIP’). UK
resident Executive Directors are eligible
to participate in Part B only.
There is currently no equivalent plan for
Directors resident outside of Ireland or
the UK.
Under the Company’s
Irish APSS, the maximum
value of shares that may be
allocated each year is as
permitted in accordance with
the relevant tax legislation
(currently €12,700, which
is the combined value for
the employer funded and
employee foregone elements).
Under the Company’s UK SIP
the current maximum value of
partnership shares that may be
acquired is £1,500 per annum,
with an entitlement to matching
shares of £1,500 per annum.
However, the Committee
reserves the right to increase
the maximum to the statutory
limits (being £1,800 in respect
of partnership shares, £3,600
in respect of matching shares
and £3,600 in respect of
free shares, or in any case
such greater limit as may be
specified by the tax legislation
from time to time).
No performance conditions
would usually be required in
tax-advantaged plans.
Shareholding guidelines
In-service requirement
Executive Directors are required to build
and maintain a personal shareholding of at
least two times’ salary.
Executive Directors are required to retain
50% of the after tax value of vested share
awards until the shareholding guideline is
met.
Shares subject to awards which have
vested but which remain unexercised,
shares subject to LTIP awards which have
vested but not been released (i.e. which
are in a holding period) and shares subject
to deferred bonus awards count towards
the shareholding requirement on a net of
assumed tax basis.
Post-employment requirement
The Committee has adopted a post-
employment requirement. Shares are
subject to this requirement only if they
are acquired from LTIP or deferred bonus
awards granted after 1 March 2021.
For the first year after employment the
Executive Director is required to retain such
of those shares as have a value equal to
the “in-service” guideline, or their actual
shareholding, if lower, and for a further year
such of those shares as have a value equal
to half of the “in-service” guideline or their
actual shareholding, if lower.
Explanation of performance
measures
Performance measures for the LTIP
and annual bonus are selected by the
Committee to reflect the Company’s
strategy. In the case of both the annual
bonus and the LTIP, the majority of the
award (at least 75% in the case of the
LTIP) will be based on financial measures,
with any balance based on operational
or strategic measures which reward the
Executive Directors by reference to the
achievement of objectives aligned with
future successful implementation of the
Company’s strategy. The Committee has
discretion to set performance measures
(and weightings where there is more than
one measure) on an annual basis to take
account of the prevailing circumstances.
Measures and weightings may vary
depending upon an Executive Director’s
area of responsibility.
Targets are set annually by the Committee
having regard to the circumstances at the
time and taking into account a number of
different factors.
Corporate Governance
Business & Strategy Financial Statements
123
To the extent provided for in accordance
with any relevant amendment power
under the rules of the share plans or in
the terms of any performance condition,
the Committee may alter the performance
conditions relating to an award or option
already granted if an event occurs (such
as a material acquisition or divestment or
unexpected event) which the Committee
reasonably considers means that the
performance conditions would not,
without alteration, achieve their original
purpose. The Committee will act fairly and
reasonably in making the alteration so that
the performance conditions achieve their
original purpose and the thresholds remain
as challenging as originally imposed. The
Committee will explain and disclose any
such alteration in the next remuneration
report.
Malus and clawback
In line with the UK Corporate Governance
Code, malus and clawback provisions
apply to all elements of performance-based
variable remuneration (i.e. annual bonus
and LTIP) for the Executive Directors.
The circumstances in which malus and
clawback will be applied are if there has
been in the opinion of the Committee
a material misstatement of the Group’s
published accounts, material corporate
failure, significant reputational damage,
error in assessing a performance condition,
or the Committee reasonably determines
that a participant has been guilty of gross
misconduct. The clawback provisions will
apply for a period of two years following
the end of the performance period; in the
case of any deferred bonus award or LTIP
award which is not released until the end
of a holding period, clawback may be
implemented by cancelling the award before
it vests/is released.
Executive Directors
Service Contracts
Details of the service contracts of the Executive Directors in office during the year are as follows:
Name Contract date Notice period Unexpired term of contract
David Forde 2 November 2020 12 months n/a
Patrick McMahon 8 July 2020 12 months n/a
Non-Executive Directors
The table below sets out the Company’s Remuneration Policy for Non-Executive Directors.
Purpose and link to strategy Operation Opportunity Performance metrics
Non-Executive Director fees
Attract and retain high calibre
individuals with appropriate
knowledge and experience
Fees paid to Non-Executive Directors are
determined and approved by the Board as
a whole. The Committee recommends the
remuneration of the Chair to the Board.
Fees are reviewed from time to time and
adjusted to reflect market positioning and
any change in responsibilities.
Non-Executive Directors are not eligible
to participate in the annual bonus plan or
share-based plans and, save as noted
below, do not receive any benefits (including
pension) other than fees in respect of their
services to the Company.
Non-Executive Directors may be eligible to
receive certain benefits as appropriate such
as the use of secretarial support, travel costs
or other benefits that may be appropriate.
If tax is payable in respect of any benefit
provided, the Company may make a further
payment to cover the tax liability.
Fees are based on the level
of fees paid to Non-Executive
Directors serving on Boards of
similar-sized listed companies
and the time commitment and
contribution expected for the
role.
The Articles of Association
provide that the ordinary
remuneration of Directors (i.e.
Directors’ fees, not including
executive remuneration) shall
not exceed a fixed amount
or such other amount as
determined by an ordinary
resolution of the Company.
The current limit was set at the
Annual General Meeting held in
2013, when it was increased to
€1.0 million in aggregate.
Not applicable.
Directors’ Remuneration Committee Report
(continued)
124
C&C Group plc Annual Report 2023
Purpose and link to strategy Operation Opportunity Performance metrics
Additional Fees
Provide compensation to Non-
Executive Directors taking on
additional responsibility
Non-Executive Directors receive a basic fee
and an additional fee for further duties (for
example chairship of a committee or Senior
Independent Director responsibilities) or time
commitments.
Not applicable.
Shareholding Guidelines
Provide alignment of interest
between Non-Executive
Directors and shareholders
Non-Executive Directors build up their
individual shareholding to 50% of their annual
base fee within 3 years of their appointment
or within 3 years from the date of approval of
the Remuneration Policy, if later.
An annual review against the guidelines is
put in place, after Q4, which would allow
25% of the fee to be invested into stock if the
current holding does not meet 50% of the
annual base fee. The fee and the share price
on the date of the fourth fee payment of the
year is the test of whether the guideline is
met.
Not applicable.
Letters of appointment
Each of the Non-Executive Directors in office at 28 February 2023 was appointed by way of a letter of appointment. Each appointment was
for an initial term of three years, renewable by agreement (but now subject to annual re-election by the members in General Meeting). The
letters of appointment are dated as follows:
Non-Executive Director Date of letter of appointment
Ralph Findlay 16 September 2021 (Chair – 7 July 2022)
Vineet Bhalla 26 April 2021
Jill Caseberry 7 February 2019
Vincent Crowley 23 November 2015
John Gibney 26 October 2022
Helen Pitcher 7 February 2019
Jim Thompson 7 February 2019
The letters of appointment are each agreed to be terminable by either party on one month’s notice and do not contain any pre-determined
compensation payments in the event of termination of office or employment.
Corporate Governance
Business & Strategy Financial Statements
125
Remuneration in detail for the Year ended 28 February 2023
Directors’ Remuneration (Audited)
The following table sets out the total remuneration for directors for the year ended 28 February 2023 and the prior year.
Single Total Figure of Remuneration – Executive Directors (Audited)
The table below reports the total remuneration receivable in respect of qualifying services by each Executive Director during the year ended
28 February 2023 and the prior year.
Salary/fees
(a)
Taxable benefits
(b)
Annual bonus
(c)
Long term
incentives
(d)
Pension related
benefits
(e)
Total fixed
remuneration
Total variable
remuneration
Total
Year ended February 2023 2022 2023 2022 2023 2022 2023 2022 2023 2022 2023 2022 2023 2022 2023 2022
€’000 €’000 €’000 €’000 €’000 €’000 €’000 €’000 €’000 €’000 €’000 €’000 €’000 €’000 €’000 €’000
Executive Directors
David Forde 714 690 54 52 - - 427 - 36 34 804 776 427 - 1,231 776
Patrick McMahon 435 420 34 33 - - 260 - 22 21 491 474 260 - 751 474
Andrea Pozzi
1
- 188 - 14 - - - - - 38 - 240 - - - 240
Total 1,14 9 1,298 88 99 - - 687 - 58 93 1,295 1,490 687 - 1,982 1,490
1. Figures for Andrea Pozzi are to 1 September 2021 (the date he left the Board). For Executive Directors who joined or left in the year, salary, taxable benefits, annual bonus, long
term Incentives and pension relates to the period in which they served as an Executive Director. The remuneration for Andrea Pozzi was translated from Sterling using the average
exchange rate for the relevant year.
Details on the valuation methodologies applied are set out in Notes (a) to (e) below. The valuation methodologies are as required by the
Regulations and are different from those applied within the financial statements, which have been prepared in accordance with International
Financial Reporting Standards (‘IFRS’).
Notes to Directors’ Remuneration Table
(a) Salaries and fees
The amounts shown are the amounts earned in respect of the financial year.
(b) Taxable benefits
The Executive Directors received a cash allowance of 7.5% of base salary. The Group provided death-in-service cover of four times annual
base salary and permanent health insurance (or reimbursement of premiums paid into a personal policy).
Patrick McMahon elected to participate in the Irish APSS during the year, an “all employee plan” for employees in Ireland. Under that plan,
the Company awarded a number of “free” shares in connection with his purchase of “contributory” shares, as permitted by the legislation.
The value of those shares at the date of the awards has been included in the taxable benefit column (€1,728). For more details on the Profit
Sharing Scheme, please see page 123.
(c) Annual bonus
As set out in the Chair’s letter, no bonuses will be paid to Executive Directors in respect of FY2023. The annual bonus for Executive Directors
was based on performance against Group Operating Profit (‘GOP’) (65%), Free Cash Flow Conversion (20%) and an ESG metric (15%).
Further details of the bonus outturn are provided in the table below.
Measure
Performance Targets
Actual Performance Bonuses outturn‘Target’ (30% outturn) ‘Maximum’ (100% outturn)
GOP (65%) €113m €116.5m €84.1m No pay-out
Free Cash Flow Conversion (20%) 48% 55% 64.6% No pay-out
ESG metric (15%)* 7.1 7. 2 7.4 No pay-out
*The target was to move from the Group’s previous engagement score of 6.8 in November 2021 to 7.2 in FY2023.
Annual Remuneration Report
Directors’ Remuneration Committee Report
(continued)
126
C&C Group plc Annual Report 2023
(d) Long term incentives
1. The amounts shown in respect of long-term incentives are the values of awards where final vesting is determined as a result of the
achievement of performance measures or targets relating to the financial year and is not subject to achievement of further measures or
targets in future financial years.
2. In the Report for FY2021, we explained that the LTIP awards for that year were subject to an assessment of the Company’s underlying
financial performance across the three-year performance period FY2021 – FY2023, along with three separate performance conditions
aligned to the Company’s key priorities for each of the three years.
The Committee assessed the underlying financial performance across the three year performance period and having regard to the Group’s
balance sheet strength and robust cash generating capabilities and the strong revenue and operating profit performance concluded that it
was appropriate for the awards to vest based on the extent to which the targets for each year were achieved.
The performance conditions for FY2021 and FY2022 were set out in the Directors’ Remuneration Reports for those years. The performance
conditions for FY2023 were set in the year and are based on EPS. Details of the performance conditions and outturns for each year are set
out below.
LTIP Performance Conditions
Performance condition Weighting
Performance
target
% of element
vesting
Outturn Vesting
FY2021 liquidity (Group’s cash on hand plus availability
from the Group’s RCF as at 28 February 2021)
30%
Threshold €250m 25% €314.6m
100%
(30% of total award)Maximum €300m 100%
FY2022 Net debt to EBITDA 35%
Threshold 4.1x 25% 3.4x
100%
(35% of total award)Maximum 3.8x 100%
FY2023 EPS 35%
Threshold 20c 25% 13.3c
0%
(0% of total award)Maximum 23c 100%
Therefore the awards vested at 65% of the maximum. Although the vested awards will not be released to the Executive Directors until
the end of a two year holding period, in line with the UK Regulations their value is included in the single total figure of remuneration on the
following basis.
Share subject to
award
1
Vested shares
Value of shares
in the single
total figure of
remuneration
2
David Forde 3 87,7 72 252,052 € 4 27, 4 8 0
Patrick McMahon 236,035 153,423 €260,205
1. As adjusted in FY2022 for the rights issue, as disclosed in the FY2022 Directors’ Remuneration Report
2. Based on a share price at vesting of £1.487 (representing the average closing price between 24 February 2023 and 28 February 2023 (converted to €1.696 using an FX rate of
0.87701). The share price used to determine the value of the shares in the single total figure table is less than the share price at grant and, accordingly, no amount of the award is
attributable to share price appreciation.
(e) Pensions related benefits
No Executive Director accrued any benefits under a defined benefit pension scheme. Under their service contracts, the Group’s current
Executive Directors received a cash payment of 5% of base salary in order to provide their own pension benefits as disclosed in column (e)
of the table.
Corporate Governance
Business & Strategy Financial Statements
127
Additional Information
Fees from external appointments
None.
Payments to Former Directors and Payments for Loss of Office
There were no payments to former Directors or payments for loss of office in FY2023.
Directors’ Shareholdings and Share Interests
Shareholding guidelines
Executive Directors are required to build up (and maintain) a minimum holding of shares in the Company. Under the Policy, the Executive
Directors are expected to maintain a personal shareholding of at least two times’ salary.
Executive Directors are expected to retain 50% of the after tax value of vested share awards until at least the shareholding guideline has
been met.
Executive Directors’ Interests in Share Capital of the Company (Audited)
The beneficial interests, including family interests, of the Directors and the Company Secretary in office at 28 February 2023 in the share
capital of the Company are detailed below:
28 February 2023
Total
1 March 2022
Total
Directors
David Forde 48,092 48,092
Patrick McMahon 94,728 8 7,9 3 9
Total 142,820 136,031
The Executive Directors’ progress towards satisfying the shareholding requirements is shown in the table below:
Director Shareholding Target value Value as at 28 February 2023*
David Forde 48,092 €1,380,000 €81,756
Patrick McMahon 94,728 €840,000 €161,038
* The value is based on the number of shares multiplied by the closing share price on 28 February 2023, converted into Euro using a FX rate of 0.87701, being £1.49 (€1.70).
Company Secretary
28 February 2023
Total
1 March 2022
Total
Mark Chilton 22,693 22,693
Between 28 February 2023 and 16 May 2023, being the latest practicable date, Patrick McMahon acquired 500 shares under the Irish
APSS. There were no other changes in the above Directors’ or the Company Secretary’s interests between these dates. No Executive
Director participates in the UK SIP.
For more details on the Profit Sharing Scheme, please see page 123.
The Directors and Company Secretary have no beneficial interests in any Group subsidiary or joint venture undertakings.
Directors’ Remuneration Committee Report
(continued)
128
C&C Group plc Annual Report 2023
Share incentive plan interests awarded during year (Audited)
LTIP
The table below sets out the plan interests awarded to Executive Directors during the year ended 28 February 2023. Awards granted under
the LTIP are subject to performance conditions as set out on page 118 measured over a performance period ending at the end of February
2025.
Executive Director Type of award Maximum opportunity Number of shares
Face value
(at date of grant in Euros)
2
% of maximum opportunity
vesting at threshold
David Forde LTIP 150% of base salary 458,023 1,071,224 25%
Patrick McMahon LTIP 150% of base salary 278,796 652,048 25%
1. The LTIP awards were granted on 9 June 2022 in the form of nil cost options over €0.01 ordinary shares in the Company.
2. The face value of LTIP awards is based on the number of shares under award multiplied by the mid-market closing share price on 8 June 2022 (being the day before the date of
grant) converted into Euro, being £2.00 (converted into €2.3388 using an exchange rate of £1: €1.1694).
Directors’ Interests in Options (Audited)
Interests in options over ordinary shares of €0.01 each in the Company
Directors
Date of
grant
Exercise
price Plan Exercise period
Total at
1 March 2022
(or date of
appointment if later)
Awarded
in year
Exercised
in year
Lapsed in
year
Total at
28 February
2023
David Forde 3/11/20 €0.00 Buy-out 1
1
3/11/22-3/11/30 449,627 - - - 449,627
3/11/20 €0.00 Buy-out 2
1
3/11/23- 3/11/30 449,627 - - - 449,627
2/12/20 €0.00 LTIP 2/12/23 – 2/12/30 387,772 - - (135,720)
2
252,052
15/06/21 €0.00 LTIP 15/06/24 – 15/06/31 37 7, 9 5 3 - - - 37 7, 9 5 3
09/06/22 €0.00 LTIP 09/06/25 – 09/06/30 - 458,023 - - 458,023
Total 1,664,979 458,023 - (135,720) 1, 9 87,28 2
Patrick McMahon 2/12/20 €0.00 LTIP 2/12/23 – 2/12/30 236,035 - - (82,612)
2
153,423
15/06/21 €0.00 LTIP 15/06/24 – 15/06/31 230,058 - - - 230,058
09/06/22 €0.00 LTIP 09/06/25 – 09/06/32 - 278,796 - - 278,796
Total 466,093 278,796 - (82,612) 662,277
Mark Chilton 16/06/21 €0.00 R&R 16/06/22 – 16/06/28 48,894 - - - 48,894
09/06/22 €0.00 R&R 09/06/25 – 09/06/32 - 50,000 - - 50,000
Total 48,894 50,000 - - 98,894
Key: LTIP – Long Term Incentive Plan approved in 2015;
1. During FY2021, David Forde was granted awards (“Buy-Out Awards”) to replace remuneration forfeited upon his departure from his former employer. The Buy-Out Awards were
granted in the form of nil cost options over €0.01 ordinary shares in the Company. The number of shares under award was determined by reference to the value of the forfeited
remuneration.
2. The FY2021 awards partially lapsed during the year.
No price was paid for any award of options. The price of the Company’s ordinary shares as quoted on the London Stock Exchange at the
close of business on 28 February 2023 was £1.49 (28 February 2022: £2.11). The price of the Company’s ordinary shares ranged between
£1.44 and £2.16 during the year.
There was no movement in the interests of the Directors in options over the Company ordinary shares between 28 February 2023 and 24
May 2023.
Corporate Governance
Business & Strategy Financial Statements
129
Single Total Figure of Remuneration – Non-Executive Directors (Audited)
The table below reports the total fees receivable in respect of qualifying services by each Non-Executive Director during the year ended 28
February 2023 and the prior year.
Salary/fees
Year ended February 2023 2022
€’000 €’000
Non-Executive Directors
Vineet Bhalla 76 54
Jill Caseberry 80 75
Jim Clerkin
1
- 46
Vincent Crowley
2
93 121
Emer Finnan
2 3
98 126
Stewart Gilliland
4
81 230
Helen Pitcher 100 93
Jim Thompson 95 90
Ralph Findlay
5
187 -
John Gibney
6
26 -
Total 836 835
1. Jim Clerkin left the Board on 27 October 2021.
2. An additional fee of €32,500 was paid to Vincent Crowley and Emer Finnan to reflect the significant additional time given to assisting the business on a number of projects
particularly in relation to the Rights Issue during FY2022.
3. Emer Finnan left the Board on 8 February 2023.
4. Stewart Gilliland left the Board on 7 July 2022.
5. The fees paid to Ralph Findlay for the year ended 28 February 2023 reflect his position as a Non-Executive Director between 1 March 2022 and 7 July 2022, and his position as
Non-Executive Chair for the remainder of the year.
6. John Gibney was appointed to the Board on 26 October 2022, the figures reflect his remuneration for the year from appointment.
Fees paid to Non-Executive Directors are determined and approved by the Board as a whole. The Committee recommends the
remuneration of the Chair to the Board.
Fees are reviewed from time to time and adjusted to reflect market positioning and any change in responsibilities.
Non-Executive Directors receive a base fee and an additional fee for further duties as set out on in the following table:
Non-Executive Role / Position
Fees
€
Non-Executive Chair 250,000
Base fee 67, 015
Senior Independent Director 15,000
Audit Committee Chair 25,000
Remuneration Committee Chair 20,000
ESG Committee Chair 20,000
Audit Committee member 5,000
ESG Committee member 5,000
Remuneration Committee member 5,000
Nomination Committee member 3,000
Stakeholder engagement - one segment of business 3,000
Stakeholder engagement - two segments of business 5,000
Directors’ Remuneration Committee Report
(continued)
130
C&C Group plc Annual Report 2023
Shareholding guidelines
Non-Executive Directors are required to build up (and maintain) a minimum holding of shares in the Company of at least 50% of their base
fee, within three years of their appointment or within three years of the date approval of the 2021 Policy, if later.
Non-Executive Directors’ Interests in Share Capital of the Company (Audited)
The beneficial interests, including family interests, of the Non-Executive Directors in office at 28 February 2023 in the share capital of the
Company are detailed below:
28 February 2023
(or date of retirement
from the board if
earlier)
Total
1 March 2022
(or date of appointment
if later)
Total
Directors
Vineet Bhalla 10,000 10,000
Jill Caseberry 6,304 6,304
Vincent Crowley 25,216 25,216
Ralph Findlay
1
47,10 0 21,668
Emer Finnan 10,028 10,028
Stewart Gilliland 166,089 166,089
Helen Pitcher 8,015 8,015
Jim Thompson 15 7,78 0 157,78 0
John Gibney - -
Total 430,532 4 05,10 0
1. Ralph Findlay was appointed to the Board as Non-Executive Director on 1 March 2022.
There were no changes in the above Non-Executive Directors’ share interests between 28 February 2023 and 24 May 2023.
Performance graph and table
This graph shows the value, at 28 February 2023, of £100 invested in the Company on 28 February 2013 compared to the value of £100
invested in the FTSE 250 Index. The Company became a member of the FTSE 250 Index on the London Stock Exchange on 23 December
2019 and the Committee believes that this is the most appropriate index against which to compare the performance of the Company (prior
to this the Company had its primary listing on the Irish Stock Exchange).
250
200
150
100
50
C&C Group FTSE 250 Index
Total shareholder return
Feb 2020 Feb 2021 Feb 2023Feb 2022Feb 2019Feb 2018Feb 2017Feb 2016Feb 2015Feb 2014Feb 2013
Corporate Governance
Business & Strategy Financial Statements
131
Chief Executive Officer
The following table sets out information on the remuneration of the Chief Executive Officer for the ten years to 28 February 2022:
Total Remuneration
€’000
Annual Bonus
(as % of maximum
opportunity)
Long term incentives
vesting
(as % of maximum
number of shares)
FY2014 Stephen Glancey 1,152 18.75% 7%
FY2015 Stephen Glancey 980 Nil Nil
FY2016 Stephen Glancey 1,230 25% Nil
FY2017 Stephen Glancey 1,052 Nil Nil
FY2018 Stephen Glancey 994 18% Nil
FY2019 Stephen Glancey 1,777 100% Nil
FY2020 Stephen Glancey (to 15/01/20) 2,219 25% 100%
FY2020 Stewart Gilliland (from 16/01/20) 71 N/A N/A
FY2021 Stewart Gilliland (to 02/11/20) 301 N/A N/A
FY2021 David Forde (from 02/11/20) 1,731 Nil Nil
FY2022 David Forde 776 Nil Nil
FY2023 David Forde 1,231 Nil 65%
The amounts set out in the above table were translated from Sterling based on the average exchange rate for the relevant year.
FY2020 and FY2021: Stephen Glancey retired as Group Chief Executive Officer on 15 January 2020 and Stewart Gilliland was appointed
Interim Executive Chair from 16 January 2020 until 2 November 2020 when David Forde was appointed Chief Executive Officer. The salary,
taxable benefits, annual bonus, long term incentives and pension figures are calculated for the period in office.
Total remuneration for David Forde in FY2021 includes the Buy-Out awards granted to compensate him for remuneration forfeited to join
C&C as referred to in the FY2021 Report.
Ratio of the pay of the CEO to that of the UK lower quartile, median and upper quartile employees
The table below shows the ratio of the pay of the CEO to that of the UK lower quartile, median and upper quartile full-time equivalent
employees in FY2021, FY2022 and FY2023. For the wider workforce, the value of benefits provided in the year has not been included as the
data is not readily available. In the view of the Company, this does not have a meaningful impact on the pay ratios.
Figures for earlier years are presented on the same basis as in the Directors’ Remuneration Report for the prior year.
The UK regulations provide three methods for the calculation of the CEO Pay Ratio, A, B and C with Option A (modified) being the preferred
method as it is the most statistically accurate one. Remuneration for other employees for the purposes of the calculation is for the financial
year FY2023. In calculating the ratio, the Company determined full time equivalent annual remuneration for UK employees, employed in
the business as at 28 February 2023. Set out below is the remuneration and salary component of that remuneration for the CEO and for
employees in the 25th, 50th (median) and 75th quartiles.
Year
CEO total remuneration
(salary) €
25th percentile employee
remuneration
(salary) €
Median employee remuneration
(salary) €
75th percentile employee
remuneration
(salary) €
2020 2,218,941
6 97, 9 6 4
26,146
24,080
32,257
30,024
45,075
39,232
2021 2,031,946
531,161
23,465
22,146
29,667
27, 8 9 4
42,290
38,358
2022 776,250
690,000
26,759
25,281
34,125
31,511
45,338
41,613
2023 1,230,899
714,150
28,957
27,4 5 0
35,795
33,661
47,986
44,183
Directors’ Remuneration Committee Report
(continued)
132
C&C Group plc Annual Report 2023
Salary Only Ratios
Year Method 25th percentile ratio Median ratio 75th percentile ratio
2020 Option A 29.0:1 23.2:1 17. 8:1
2021 Option A 24.0:1 19.0:1 13.8:1
2022 Option A 27.3:1 21.9:1 16.6:1
2023 Option A 26.0:1 21.2:1 16.2:1
Total Remuneration Ratios
Year Method 25th percentile ratio Median ratio 75th percentile ratio
2020 Option A 84.9:1 68.8:1 49.2:1
2021 Option A 86.6:1 68.5:1 48.0:1
2022 Option A 29.0:1 22.7:1 17.1:1
2023 Option A 42.5:1 34.4:1 25.7:1
The Company believes that the median pay ratio for FY2023 is consistent with the pay, reward and progression policies for the UK
employees. The change in the ratios between FY2022 and FY2023 is attributable to 83% of employees receiving an increase in pay of
5.4%.
Annual Percentage Change in Remuneration of Directors and Employees
The table below reports the annual percentage change in salary/fees and bonus of the Directors and employees between FY2022 and
FY2023 in accordance with the UK Regulations. The UK Regulations also require that this disclosure be included in relation to benefits
however due to the difficulty in obtaining this data, we have decided not to include benefits for the purpose of the calculation, consistent
with our approach to the CEO Pay Ratio. The “average employee” disclosure shows the average percentage change in the same
remuneration over the same period in respect of the Company’s UK full time equivalent employees, by reported numbers. We have used
the Company’s UK full time equivalent employees as the comparator group for consistency with the approach to the CEO Pay Ratio
calculation.
The average employee change has been calculated by reference to the mean of employee pay. Ralph Findlay and John Gibney were
appointed to the Board during FY2023 and, accordingly, have been excluded from the table below. Stewart Gilliland and Emer Finnan left
the Board during FY2023 and, accordingly, have been excluded from the table below.
Average
Employee
David
Forde
Patrick
McMahon
Jill
Caseberry
Vincent
Crowley
3
Helen
Pitcher
Jim
Thompson
Salary/Fees FY2020 –
FY2021
(4.2%) N/A N/A ( 7. 2 %) ( 7. 0%) (3.5%) 2.9%
FY2021 –
FY2022
1.6% 0.0% 0.0% 21.9% 54.4% 22.0% 31.0%
FY2022 –
FY2023
7.4% 3.5% 3.5% 6.7% (23.1%) 7.5% 5.6%
Annual
Bonus
FY2020 –
FY2021
N/A N/A N/A N/A N/A N/A N/A
FY2021 –
FY2022
0.6% N/A N/A N/A N/A N/A N/A
FY2022 –
FY2023
0.0% N/A N/A N/A N/A N/A N/A
1. As reported last year, Executive Directors’ salaries increased by 3.5% in line with the workforce and Non-Executive base fees increased by 3.1% in FY2023.
2. Each Director took a voluntary reduction in salary in FY2021 due to the impact of COVID-19 which had an impact on the fees given for additional services.
3. An additional fee of €32,500 was paid to Vincent Crowley in FY2022 to reflect the significant additional time given to assisting the business on a number of projects particularly
in relation to the Rights Issue. This was not paid in FY2023.
Corporate Governance
Business & Strategy Financial Statements
133
Implementation of the Remuneration Policy in FY2024
Based on the continuation of the existing approach, the Committee intends to take the following approach to the implementation of the
Policy for FY2024:
Salary
Cognisant of the impact of the cost of living, 83% of the workforce will receive an increase of 5.4%, with the lowest paid receiving an
increase of 7.0%. Executive salaries will increase by 1.2%. This is below the average percentage increase awarded to our workforce.
Annual Bonus
As noted in the Chair’s statement, the Executive Directors’ annual bonus opportunity for FY2024 will be 125% of salary, with 50% of any
bonus earned paid in cash and 50% deferred into shares for three years. The performance conditions will be based on a mix of financial
and non-financial measures, with 75% of the overall opportunity based on financial measures (split between operating profit (50%) and cash
(25%)) and the remainder on non-financial measures (with a 15% weighting given to strategic goals and a 10% weighting given to an ESG
measure based on workforce engagement).
Long-Term Incentives
The current intention is that the LTIP will be made in late May / early June 2023.
As noted in the Chair’s letter on page 116, for FY2024, it is proposed that the Free Cash Flow metric will be removed from the LTIP and
replaced with a relative TSR metric.
Details of the anticipated targets are set out below.
Measure Weighting Targets
EPS 45% Threshold (25% vesting): 15.2c
Maximum: 16.0c
Relative TSR 35% Threshold (25% vesting): The Company’s TSR performance over the performance
period
1
is at the median of the comparator group
2
Maximum: The Company’s TSR performance over the performance period
1
is at the
upper quartile of the comparator group
2
Environmental 20% To give impetus to C&C's de-carbonisation efforts, the Company has set a target to
reduce its Scope 1 and Scope 2 emissions over the next three financial years ending
FY2026.
Threshold - 6% reduction
Maximum - 12% reduction
1. The performance period for the relative TSR measure will be the three financial years FY2024, FY2025 and FY2026, with TSR performance assessed by reference to a three
month average TSR measurement before the start of the performance period and at the end of the performance period.
2. The comparator group for the relative TSR measure will be Domino’s Pizza Group, JD Wetherspoon, Mitchells & Butlers, SSP, Fullers, Gym Group, Hollywood Bowl, Marston’s,
Restaurant Group, Ten Entertainment Group, Britvic, Cranswick, Hilton Food Group, Premier Foods, Tate & Lyle, AG Barr, Bakkavor, Devro, Greencore and FeverTree.
Non-Executive Directors
Following a review, the Board has agreed that non-executive base fees will remain unchanged in FY2024.
Chair Fee
Ralph Findlay succeeded Stewart Gilliland as Chair following the 2022 AGM. On his appointment as Chair, Ralph’s fee was set at €250,000.
This will remain unchanged for FY2024.
Directors’ Remuneration Committee Report
(continued)
134
C&C Group plc Annual Report 2023
Shareholder Voting on the Directors’ Remuneration Report and Directors’ Remuneration Policy
The following table sets out the votes at the 2022 AGM in respect of the Report and at the 2021 AGM the Policy.
Directors’ Remuneration Report
AGM For Against Withheld
2022 315,970,596 185,112 3,705
Directors’ Remuneration Policy
AGM For Against Withheld
2021 273,330,524 14,729,936 4,153
The Company is committed to ongoing shareholder dialogue and takes shareholder views into consideration when formulating
remuneration policy and practice. To the extent that there are substantial numbers of votes against resolutions in relation to directors’
remuneration, the Company will seek to understand the reasons for any such vote and will provide details of any actions in response to
such a vote.
The Company is incorporated in Ireland and is therefore not subject to the UK company law requirement to submit its Directors’
Remuneration Policy (‘Policy’) to a binding vote. Nonetheless, in line with our commitment to best practice, at the AGM in July 2021, our
Policy was approved by our shareholders on an advisory basis.
This report was approved by the Board and signed on its behalf by
Helen Pitcher OBE
Remuneration Committee Chair
24 May 2023
Corporate Governance
Business & Strategy Financial Statements
135
Statement of Directors’ Responsibilities
The Directors are responsible for
preparing the Annual Report and the
Group and Company financial statements,
in accordance with applicable law and
regulations.
Company law requires the Directors to
prepare Group and Company financial
statements for each financial year. Under
that law, the Directors are required to
prepare the Group financial statements
in accordance with International Financial
Reporting Standards (‘IFRSs’) as adopted
by the EU, and have elected to prepare
the Company financial statements in
accordance with Irish Law (Irish Generally
Accepted Accounting Practice), including
FRS 101 ‘Reduced Disclosure Framework’
(‘FRS 101’).
Under Irish Company law, the Directors
must not approve the financial statements
unless they are satisfied that they give a true
and fair view of the assets, liabilities and
financial position of the Group and parent
company as at the end of the financial year,
and the profit or loss for the Group for the
financial year, and otherwise comply with
Companies Act 2014.
In preparing each of the Group and
Company financial statements the Directors
are required to:
• select suitable accounting policies and
apply them consistently;
• make judgements and estimates that are
reasonable and prudent;
• state that the Group financial statements
comply with IFRS as adopted by the EU
and as regards the Company, comply with
FRS 101 together with the requirements of
Irish Company Law; and
• prepare the financial statements on
the going concern basis, unless it is
inappropriate to presume that the Group
and Company will continue in business.
The Directors are also required by the
Transparency (Directive 2004/109/EC0)
Regulations 2007 and the Transparency
rules of the Central Bank of Ireland to
include a management report containing a
fair review of the business and the position
of the Group and the parent Company
and a description of the principal risks and
uncertainties facing the Group.
The Directors are responsible for adequate
accounting records which disclose with
reasonable accuracy at any time the assets,
liabilities, financial position and profit or loss
of the Company, and which will enable them
to ensure that the financial statements of
the Group are prepared in accordance with
applicable IFRS as adopted by the European
Union and comply with the provisions of
Irish Company Law, and, as regards to the
Group financial statements, Article 4 of
the European Communities (International
Financial Reporting Standards and
Miscellaneous Amendments) Regulations
2005 (the ‘IAS Regulation’). They are also
responsible for safeguarding the assets
of the Company and the Group, and
hence for taking reasonable steps for the
prevention and detection of fraud and other
irregularities.
The Directors have appointed appropriate
accounting personnel, including a
professionally qualified Group Chief Financial
Officer, in order to ensure that those
requirements are met.
The Directors are responsible for the
maintenance and integrity of the corporate
and financial information included on the
Company’s website (www.candcgroupplc.
com). Legislation in Ireland concerning the
preparation and dissemination of financial
statements may differ from legislation in
other jurisdictions.
Responsibility Statement As
Required By The Transparency
Directive And UK Corporate
Governance Code
Each of the Directors, whose names and
functions are listed on pages 88 and 89 of
this Annual Report, confirm that, to the best
of each person’s knowledge and belief:
• So far as they are aware, there is no
relevant audit information of which the
Company’s statutory auditor is unaware;
• They have taken all steps that they ought
to have taken as Directors in order to
make themselves aware of any relevant
audit information and to establish that the
Company’s statutory auditor is aware of
that information.
• The Group Financial Statements,
prepared in accordance with IFRS as
adopted by the European Union and the
Company financial statements prepared in
accordance with FRS 101 give a true and
fair view of the assets, liabilities, financial
position of the Group and Company at 28
February 2023 and of the profit or loss of
the Group for the year then ended;
• The Directors’ Report contained in the
Annual Report includes a fair review of
the development and performance of the
business and the position of the Group
and Company, together with a description
of the principal risks and uncertainties that
they face; and
• The Annual Report and Financial
Statements, taken as a whole, provides
the information necessary to assess
the Group’s performance, business
model and strategy and is fair, balanced
and understandable and provides the
information necessary for shareholders
to assess the Company’s position and
performance, business model and
strategy.
Signed
On behalf of the Board
Patrick McMahon Ralph Findlay
Group Chief
Executive Officer
and Group Financial
Officer
Executive Chair
24 May 2023
136
C&C Group plc Annual Report 2023
Report on the audit of the financial statements
Opinion
We have audited the financial statements of C&C Group plc (‘the
Company’) and its subsidiaries (‘the Group’) for the year ended 28
February 2023, which comprise:
• the Consolidated Income Statement and the Consolidated
Statement of Comprehensive Income for the year then ended;
• the Consolidated Balance Sheet and the Company Balance
Sheet as at 28 February 2023;
• the Consolidated Cash Flow Statement for the year then ended;
• the Consolidated Statement of Changes in Equity and the
Company Statement of Changes in Equity for the year then
ended; and
• the notes forming part of the financial statements, including the
Statement of Accounting Policies set out on pages 154 to 232.
The financial reporting framework that has been applied in their
preparation is Irish Law and International Financial Reporting
Standards (IFRS) as adopted by the European Union and, as
regards the Company financial statements, Accounting Standards
including FRS 101 Reduced Disclosure Framework issued in the
United Kingdom by the Financial Reporting Council.
In our opinion:
• the Group financial statements give a true and fair view of the
assets, liabilities and financial position of the Group as at 28
February 2023 and the Group’s profit for the year then ended;
• the Company financial statements give a true and fair view of the
assets, liabilities and financial position of the Company as at 28
February 2023;
• the Group financial statements have been properly prepared in
accordance with IFRS as adopted by the European Union;
• the Company financial statements have been properly prepared
in accordance with FRS 101 Reduced Disclosure Framework;
and
• the Group financial statements and Company financial
statements have been properly prepared in accordance with the
requirements of the Companies Act 2014 and, as regards the
Group financial statements, Article 4 of the IAS Regulation.
Basis for opinion
We conducted our audit in accordance with International Standards
on Auditing (Ireland) (ISAs (Ireland)) and applicable law. Our
responsibilities under those standards are further described in the
Auditor’s Responsibilities for the Audit of the Financial Statements
section of our report. We are independent of the Group and
Company in accordance with ethical requirements that are relevant
to our audit of financial statements in Ireland, including the Ethical
Independent Auditor’s Report
to the Members of C&C Group Plc
Standard issued by the Irish Auditing and Accounting Supervisory
Authority (IAASA) as applied to listed entities, and we have
fulfilled our other ethical responsibilities in accordance with these
requirements.
We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our opinion.
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:
• Confirming our understanding of management’s going concern
assessment process and also engaging with management early
to ensure all key factors were considered in theirassessment;
• Considering whether events or conditions existed that may cast
doubt on the entity’s ability to continue as a going concern for a
period to 31 August 2024;
• Obtaining management’s board-approved going concern
assessment, including the cash forecasts and covenant
calculations for the going concern period, which covered a period
to 31 August 2024;
• Considering the consistency of information obtained from other
areas of the audit such as the forecasts used for impairment
assessments;
• Considering past historical accuracy of management’s forecasts;
• Considering the appropriateness of the methods used to
calculate the cash forecasts and covenant calculations and
determining through inspection and testing of the methodology
and calculations that the methods utilised were appropriately
sophisticated to be able to make an assessment for theGroup;
• Considering the mitigating factors included in the cash forecasts
and covenant calculations that are within the control of the
Group. This included our review of the Group’s non-operating
cash outflows and evaluating the Group’s ability to control these
outflows as mitigating actions if required. We also verified the
credit facilities available to theGroup;
• Performing reverse stress testing in order to identify what factors
would lead to the Group breaching financial covenants during the
going concern period; and
• Reviewing the Group’s going concern disclosures included
in the annual report in order to assess if the disclosures were
appropriate and in conformity with the reportingstandards.
Corporate Governance
Business & Strategy Financial Statements
137
Our key observations
We have observed that the Group has adapted to a high-inflation
environment, generating operating cash flows of €86.0 million in the
year ended 28 February 2023. Further, the Group continues to have
access to significant liquidity. At 28 February 2023, the Group has
unrestricted cash and cash equivalents of €115.3 million and unused
committed debt facilities of up to €355 million from a revolving bank
credit facility expiring in July 2024. We note that the Group has
negotiated a refinancing of the Group’s current multi-currency facility
agreement. Following the publication of the Group’s FY2023 results,
the Group will enter into a new five-year committed sustainability-
linked facility comprised of a €250 million multi-currency revolving
loan facility and a €100 million non-amortising Euro term loan, both
with maturity in FY2028.
Conclusion
Based on the work we have performed, we have not identified
any material uncertainties relating to events or conditions that,
individually or collectively, may cast significant doubt on the Group
or the Company’s ability to continue as a going concern for a period
to 31 August 2024.
In relation to the Group and Company’s reporting on how they have
applied the UK Corporate Governance Code, we have nothing
material to add or draw attention to in relation to the directors’
statement in the financial statements about whether the directors
considered it appropriate to adopt the going concern basis of
accounting.
Our responsibilities and the responsibilities of the directors with
respect to going concern are described in the relevant sections of
this report. However, because not all future events or conditions can
be predicted, this statement is not a guarantee as to the Group’s
ability to continue as a going concern.
Overview of our audit approach
Audit
scope
• We performed an audit of the complete financial
information of 13 components and performed
audit procedures on specific balances for a
further 2 components.
• We performed specified procedures at a further
6 components that were determined by the
Group audit team in response to specific risk
factors. We also performed review procedures
at a further 1 component.
• The components where we performed either
full or specific audit procedures accounted for
91.5% of the Group’s Profit before tax, 99.6%
of the Group’s Net revenue and 97.3% of the
Group’s Total assets.
• Components represent business units across
the Group considered for audit scoping
purposes.
Key audit
matters
• Recoverability of on-trade receivable balances
and advances to customers.
• Carrying value of goodwill and intangible brand
assets.
• Revenue recognition.
Materiality • Overall Group materiality was assessed to be
€3.34 million which represents approximately
5% of the Group’s profit before tax before
non-recurring exceptional items. In our prior
year audit, we adopted a materiality of €3.85
million which represented approximately 5% of
the Group’s Normalised Earnings based on the
average profit before tax and pre-exceptional
items for the years ended 28 February 2019 to
28 February 2022 excluding 28 February 2021.
What has
changed?
• In the prior year, our auditor’s report included
key audit matters in relation to the Assessment
of the valuation of Property, Plant and
Equipment (PP&E).
Independent Auditor’s Report
to the Members of C&C Group plc (continued)
138
C&C Group plc Annual Report 2023
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 period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified,
including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of
the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion on these matters.
Risk Our response to the risk Key observations communicated to the Audit Committee
Recoverability of on-trade receivable
balances and advances to customers
(Trade receivables 2023: €125.6m, 2022:
€147.5m, advances to customers 2023:
€41.9m, 2022: €43.0m)
The Group has a risk through exposure
to on-trade receivable balances and
advances to customers who may
experience financial difficulty given the
current economic climate.
Refer to the Audit Committee Report (page
102); Accounting policies (page 166); and
Note 15 of the consolidated Financial
Statements (pages 197 to 199).
We have evaluated the process and key
controls, designed and implemented
by management, related to assessing
recoverability of on-trade receivable
balances and advances to customers.
We have reviewed the model used by
management in calculating the expected
credit losses to ensure that it is compliant
with IFRS 9 ‘Financial Instruments’ and
adequately captures the additional risks in
the current environment. We have tested a
consistent methodology tailored for local
nuances has been applied in calculating
expected credit losses.
We have considered management’s
assumptions around the impact of the
current environment on the debtor
portfolios. Additionally, we have
benchmarked the expected credit losses
using information such as credit default
swaps for comparable groups operating
in the same sector and found these to be
reasonable.
Given the inherent level of uncertainty and
the sensitivity of judgements and estimates,
we reviewed all related disclosures of the
key assumptions used and judgements
made in estimating the Expected Credit
Loss (ECL) for compliance with IFRS 9.
The above procedures were performed by
the local audit teams.
We completed our planned audit
procedures with no exceptions noted.
Our observations included our assessment
of management’s methodology for
calculating expected credit losses in
accordance with IFRS 9. We focused
on the significant judgements made
by management, benchmarked key
assumptions and the appropriate
disclosure of these in the financial
statements.
Corporate Governance
Business & Strategy Financial Statements
139
Risk Our response to the risk Key observations communicated to the Audit Committee
Carrying value of goodwill & intangible
brand assets (2023: €645.5m, 2022:
€656.5m)
The Group holds significant amounts of
goodwill & intangible brand assets on the
balance sheet. In line with the requirements
of IAS 36 ‘Impairment of Assets’ (IAS 36),
management tests goodwill balances
annually for impairment, and also tests
intangible assets where there are indicators
of impairment.
The annual impairment testing was
significant to our audit because of the
financial quantum of the assets it supports
as well as the fact that the testing relies on
a number of critical judgements, estimates
and assumptions by management.
Judgemental aspects include cash-
generating unit (CGU) determination for
goodwill purposes, assumptions of future
profitability, revenue growth, margins and
forecast cash flows, and the selection of
appropriate discount rates, all of which may
be subject to management override.
Refer to the Audit Committee Report
(page 102); Statement of Accounting
Policies (page 160); and Note 12 of the
Consolidated Financial Statements (pages
190 to 194).
We have evaluated the process and key
controls, designed and implemented by
management, related to the impairment
assessment of goodwill & intangible brand
assets.
Valuation specialists, within our team,
performed an independent assessment
against external market data of key inputs
used by management in calculating
appropriate discount rates – principally,
risk-free rates, country risk premia and
inflation rates.
We carefully considered the determination
of the Group’s 6 CGUs, and flexed
our audit approach relative to our risk
assessment and the level of excess of
value-in-use over carrying amount in each
CGU for goodwill purposes and in each
model for the impairment assessment for
intangible brand assets. For all models,
we assessed the historical accuracy of
management’s estimates, corroborated
key assumptions and benchmarked
growth assumptions to external economic
forecasts.
We evaluated management’s sensitivity
analyses and performed our own sensitivity
calculations to assess the level of excess
of value-in-use over the goodwill and
intangible brand carrying amount and
whether a reasonably possible change
in assumptions could cause the carrying
amount to exceed its recoverable amount.
We considered the adequacy of
management’s disclosures in respect
of impairment testing and whether the
disclosures appropriately communicate
the underlying sensitivities, in particular the
requirement to disclose further sensitivities
for CGUs and intangible brands where
a reasonably possible change in a key
assumption would cause an impairment.
The above procedures were performed by
the Group audit team.
We completed our planned audit
procedures with no exceptions noted.
Our observations included our assessment
of management’s impairment model
methodology and then for each CGU and
intangible brand model:
• whether the discount rates lay within an
acceptable range;
• the level of headroom of the present
value of cash flows over the CGU and
asset carrying amounts;
• analysis of the EBIT growth rate
contained in the financial projections for
year one (which are then projected out
for years two, three, four and five) when
viewed against the prior year and current
year actual growth;
• the results of our sensitivity analysis; and
• all disclosures are appropriate to the
requirements of IAS 36.
Independent Auditor’s Report
to the Members of C&C Group plc (continued)
140
C&C Group plc Annual Report 2023
Risk Our response to the risk Key observations communicated to the Audit Committee
Revenue recognition (2023: €1,689.0m,
2022: €1,438.1m)
The Group generates revenue from a
variety of geographies and across a
large number of separate legal entities
spread across the Group’s two reporting
segments.
The Group’s revenue particularly on supply,
complex and non-standard customer
contracts agreements may not have been
accounted for correctly. In this regard we
focused our risk on revenue generated
in connection with certain of the Group’s
arrangements with third parties, entered
into in order to utilise excess production
capacity, and other material complex
arrangements with customers.
Revenue is an important element of how
the Group measures its performance, and
revenue recognition is therefore inherently
susceptible to the risk of management
override.
Refer to the Audit Committee Report (page
102); Statement of Accounting Policies
(page 163); and note 1 of the Consolidated
Financial- Statements (pages 170 to 173).
We considered the appropriateness of the
Group’s revenue recognition accounting
policies; in particular, those related to
supply, complex and non-standard
customer contracts.
For the purpose of our audit, the
procedures we carried out included the
following:
• We evaluated the systems and key
controls, designed and implemented
by management, related to revenue
recognition;
• We considered the appropriateness of
the Group’s revenue recognition policy;
• We discussed with management the key
assumptions, estimates and judgements
related to recognition, measurement,
classification of revenue and related
disclosures in accordance with IFRS
15 ‘Revenue from Contracts with
Customers’;
• In addition, we have discussed significant
and complex customer contracts,
discounts and the treatment of marketing
contributions to ensure that accounting
policies are applied correctly; and
• We performed journal entry testing and
verification of proper cut-off at yearend.
The above procedures were performed by
the local audit teams.
We completed our planned audit
procedures with no exceptions noted.
Our observations included:
• an overview of the risk;
• an outline of the procedures performed;
and
• the judgements we focused on and the
results of our testing.
Corporate Governance
Business & Strategy Financial Statements
141
Our application of materiality
We apply the concept of materiality in planning and performing the
audit, in evaluating the effect of identified misstatements on the
audit and in forming our audit opinion.
Materiality
The magnitude of an omission or misstatement that, individually
or in the aggregate, could reasonably be expected to influence
the economic decisions of the users of the financial statements.
Materiality provides a basis for determining the nature and extent of
our audit procedures.
We determined materiality for the Group to be €3.34 million, which
is approximately 5% of the Group’s profit before tax before non-
recurring exceptional items (2022: €3.85 million which represented
approximately 5% of the Group’s Normalised Earnings based on
the average profit before tax and pre-exceptional items for the
years ended 28 February 2019 to 28 February 2022 excluding
28 February 2021). We believe that profit before tax before non-
recurring exceptional items provides us with the most appropriate
performance metric on which to base our materiality calculation as
we consider it to be the most relevant performance metric to the
stakeholders of the Group.
During the course of our audit, we reassessed initial materiality and
considered that no further changes to materiality were necessary.
Performance materiality
The application of materiality at the individual account or balance
level. It is set at an amount to reduce to an appropriately low level
the probability that the aggregate of uncorrected and undetected
misstatements exceeds materiality.
On the basis of our risk assessments, together with our assessment
of the Group’s overall control environment, our judgement was
that performance materiality was 50% (2022: 50%) of our planning
materiality, namely €1.67 million (2022: €1.93 million). We have
set performance materiality at this percentage based on our
assessment of the risk of misstatements, both corrected and
uncorrected, consistent with the prior year.
Audit work at component locations for the purpose of obtaining
audit coverage over significant financial statement accounts is
undertaken based on a percentage of total performance materiality.
The performance materiality set for each component is based
on the relative scale and risk of the component to the Group
as a whole and our assessment of the risk of misstatement at
that component. In the current year, the range of performance
materiality allocated to components was €0.30 million to €1.13
million (2022: €0.39 million to €0.96 million).
Reporting threshold
An amount below which identified misstatements are considered as
being clearly trivial.
We agreed with the Audit Committee that we would report to them
all uncorrected audit differences in excess of €0.167 million (2022:
€0.193 million), which is set at 5% of planning materiality, as well
as differences below that threshold that, in our view, warranted
reporting on qualitative grounds.
We evaluate any uncorrected misstatements against both the
quantitative measures of materiality discussed above and in light of
other relevant qualitative considerations in forming our opinion.
An overview of the scope of our audit report
Tailoring the scope
Our assessment of audit risk, our evaluation of materiality and our
allocation of performance materiality determine our audit scope
for each entity within the Group. Taken together, this enables us to
form an opinion on the consolidated financial statements.
In assessing the risk of material misstatement to the Group financial
statements, and to ensure we had adequate quantitative coverage
of significant accounts in the financial statements, we selected 15
(2022: 15) components covering entities across Ireland, UK and the
US which represent the principal business units within the Group.
Of the 15 (2022: 15) components selected, we performed an audit
of the complete financial information of 13 (2022: 12) components
(“full scope components”) which were selected based on their size
or risk characteristics. For the remaining 2 (2022: 3) components
(“specific scope components”), we performed audit procedures on
specific accounts within that component that we considered had
the potential for the greatest impact on the significant accounts
in the financial statements either because of the size of these
accounts or their risk profile.
In addition to the 15 (2022: 15) components discussed above, we
selected a further 6 (2022: 7) components where we performed
procedures at the component level that were specified by the
Group audit team in response to specific risk factors.
The reporting components where we performed audit procedures
accounted for 99.1% (2022: 99.6%) of the Group’s Profit before tax,
99.6% (2022: 99.6%) of the Group’s Net revenue and 98.9% (2022:
95.9%) of the Group’s Total assets.
Independent Auditor’s Report
to the Members of C&C Group plc (continued)
142
C&C Group plc Annual Report 2023
For the current year, the full scope components contributed 91.2%
(2022: 91.8%) of the Group’s Profit before tax, 99.6% (2022: 99.6%)
of the Group’s Net revenue and 97.3% (2022: 95.8%) of the Group’s
Total assets. The specific scope component contributed 0.3%
(2022: 2.5%) of the Group’s Profit before tax, 0.0% (2022: 0.0%) of
the Group’s Net revenue and 0.0% (2022: 0.0%) of the Group’s Total
assets. The components where we performed specified procedures
that were determined by the Group audit team in response to
specific risk factors contributed 7.6% (2022: 5.3%) of the Group’s
Profit before tax, 0.0% (2022: 0.0%) of the Group’s Net revenue and
1.6% (2022: 0.1%) of the Group’s Total assets. The audit scope of
these components may not have included testing of all significant
accounts of the component but will have contributed to the
coverage of significant accounts tested for the Group.
Of the remaining components that together represent 0.9%
(2022: 0.4%) of the Group’s Profit before tax, none are individually
greater than 5% (2022: 5%) of the Group’s Profit before tax. For
these components, we performed other procedures, including
analytical review, testing of consolidation journals and intercompany
eliminations and foreign currency translation recalculations to
respond to any potential risks of material misstatement to the Group
financial statements.
The charts below illustrate the coverage obtained from the work
performed by our audit teams.
Involvement with component teams
In establishing our overall approach to the Group audit, we
determined the type of work that needed to be undertaken at each
of the components by us, as the primary audit engagement team,
or by component auditors from other EY global network firms
operating under our instruction. Where the work was performed
by component auditors, we determined the appropriate level of
involvement to enable us to determine that sufficient audit evidence
had been obtained as a basis for our opinion on the Group as a
whole.
We issued detailed instructions to each component auditor in
scope for the Group audit, with specific audit requirements and
requests across key areas. The Group audit team have completed
a programme of planned visits designed to ensure that senior
members of the Group audit team, including the Audit Engagement
Partner, visit a number of locations. During the current year’s
audit cycle, visits were undertaken by the primary audit team to
component teams as follows: Matthew Clark & Bibendum (MCB)
in Bristol, Tennent’s in Glasgow and Bulmers in Clonmel, Ireland.
These visits involved discussing the audit approach and any issues
arising with the component team and holding discussions with local
management and attending closing meetings. The Group audit team
performed file reviews for MCB, Tennent’s and Bulmers.
The Group audit team interacted regularly with the component
teams, where appropriate, during various stages of the audit,
reviewed and evaluated the work performed by these teams,
including review of key reporting documents, in accordance with
the ISAs (Ireland) and were responsible for the overall planning,
scoping and direction of the Group audit process. Senior members
of the Group audit team also participated in component and
divisional planning, interim and closing meeting calls during which
the planning and results of the audits were discussed with the
component auditors, local management and Group management.
This, together with the additional procedures performed at Group
level, gave us appropriate evidence for our opinion on the Group
financial statements.
Group’s Profit before tax
91.2% Full scope
components
0.3% Specific scope
components
7.6% Specified
procedures
0.9% Other
procedures
99.6% Full scope
components
0.0% Specific scope
components
0.0% Specified
procedures
0.4% Other
procedures
97.3% Full scope
components
0.0% Specific scope
components
1.6% Specified
procedures
1.1% Other
procedures
Group’s Net Revenue
Group’s Total Assets
Group’s Profit before tax
91.2% Full scope
components
0.3% Specific scope
components
7.6% Specified
procedures
0.9% Other
procedures
99.6% Full scope
components
0.0% Specific scope
components
0.0% Specified
procedures
0.4% Other
procedures
97.3% Full scope
components
0.0% Specific scope
components
1.6% Specified
procedures
1.1% Other
procedures
Group’s Net Revenue
Group’s Total Assets
Corporate Governance
Business & Strategy Financial Statements
143
Other conclusions relating to principal risks, going concern
and viability statement
We have nothing to report in respect of the following information in
the annual report, in relation to which the ISAs (Ireland) require us
to report to you whether we have anything material to add or draw
attention to:
• the disclosures in the annual report (set out on pages 32 to 38)
that describe the principal risks and explain how they are being
managed or mitigated;
• the directors’ confirmation (set out on page 32) in the annual
report that they have carried out a robust assessment of the
principal risks facing the Group and the Company, including those
that would threaten its business model, future performance,
solvency or liquidity;
• the directors’ statement (set out on page 38) in the financial
statements about whether the directors considered it appropriate
to adopt the going concern basis of accounting in preparing
the financial statements and the directors’ identification of any
material uncertainties to the Group’s and the Company’s ability to
continue to do so over a period of at least twelve months from the
date of approval of the financial statements;
• whether the directors’ statement relating to going concern
required under the Listing Rules in accordance with Listing Rule
6.8.3(3) is materially inconsistent with our knowledge obtained in
the audit; or
• the directors’ explanation (set out on pages 38 to 39) in the annual
report as to how they have assessed the prospects of the Group
and the Company, over what period they have done so and why
they consider that period to be appropriate, and their statement
as to whether they have a reasonable expectation that the Group
and the Company will be able to continue in operation and meet
its liabilities as they fall due over the period of their assessment,
including any related disclosures drawing attention to any
necessary qualifications or assumptions.
Other information
The directors are responsible for the other information. The other
information comprises the information included in the Annual Report
other than the financial statements and our auditor’s report thereon.
Our opinion on the financial statements does not cover the other
information and, except to the extent otherwise explicitly stated in
our report, we do not express any form of assurance conclusion
thereon.
Our responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent
with the financial statements or our knowledge obtained in the audit
or otherwise appears to be materially misstated. If we identify such
material inconsistencies or apparent material misstatements, we
are required to determine whether there is a material misstatement
in the financial statements or a material misstatement of the other
information. If, based on the work we have performed, we conclude
that there is a material misstatement of this other information, we are
required to report that fact.
We have nothing to report in this regard.
In this context, we also have nothing to report in regard to our
responsibility to specifically address the following items in the other
information and to report as uncorrected material misstatements of
the other information where we conclude that those items meet the
following conditions:
• Fair, balanced and understandable (set out on page 102) – the
statement given by the directors that they consider the annual
report and financial statements taken as a whole is fair, balanced
and understandable and provides the information necessary
for shareholders to assess the Group’s and the Company’s
performance, business model and strategy, is materially
inconsistent with our knowledge obtained in the audit; or
• Audit committee reporting (set out on pages 100 to 104) – the
section describing the work of the audit committee does not
appropriately address matters communicated by us to the audit
committee or is materially inconsistent with our knowledge
obtained in the audit; or
• Directors’ statement of compliance with the UK Corporate
Governance Code (set out on page 90)– the parts of the
directors’ statement required under the Listing Rules relating to
the Company’s compliance with the UK Corporate Governance
Code containing provisions specified for review by the auditor
in accordance with Listing Rule 6.8.6 do not properly disclose
a departure from a relevant provision of the UK Corporate
Governance Code.
Independent Auditor’s Report
to the Members of C&C Group plc (continued)
144
C&C Group plc Annual Report 2023
Opinions on other matters prescribed by the
Companies Act 2014
In our opinion, based solely on the work undertaken in the course of
the audit, we report that:
• the information given in the Directors’ Report, other than those
parts dealing with the non-financial statement pursuant to the
requirements of S.I. No. 360/2017 on which we are not required
to report in the current year, is consistent with the financial
statements; and
• the Directors’ Report, other than those parts dealing with the
non-financial statement pursuant to the requirements of S.I. No.
360/2017 on which we are not required to report in the current
year, has been prepared in accordance with the applicable legal
requirements.
We have obtained all the information and explanations which, to the
best of our knowledge and belief, are necessary for the purposes of
our audit.
In our opinion the accounting records of the Company were
sufficient to permit the financial statements to be readily and properly
audited and the Company Balance Sheet is in agreement with the
accounting records.
Matters on which we are required to report by
exception
Based on the knowledge and understanding of the Group and the
Company and its environment obtained in the course of the audit,
we have not identified material misstatements in the directors’ report.
The Companies Act 2014 requires us to report to you if, in our
opinion, the disclosures required by sections 305 to 312 of the
Act, which relate to disclosures of directors’ remuneration and
transactions, are not complied with by the Company. We have
nothing to report in this regard.
We have nothing to report in respect of section 13 of the European
Union (Disclosure of Non-Financial and Diversity Information by
certain large undertakings and groups) Regulations 2017, which
require us to report to you if, in our opinion, the Company has not
provided in the non-financial statement the information required by
Section 5(2) to (7) of those Regulations, in respect of 28 February
2022.
Respective responsibilities
Responsibilities of directors for the financial statements
As explained more fully in the directors’ responsibilities statement
set out on page 136, the directors are responsible for the
preparation of the financial statements in accordance with the
applicable framework that give a true and fair view, and for such
internal control as they determine is necessary to enable the
preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible
for assessing the Group and the Company’s ability to continue as
going concerns, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless
management either intends to liquidate the Group or the Company
or to cease operations, or has no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial
statements
Our objectives are to obtain reasonable assurance about whether
the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an
auditor’s report that includes our opinion. Reasonable assurance
is a high level of assurance, but is not a guarantee that an audit
conducted in accordance with ISAs (Ireland) will always detect
a material misstatement when it exists. Misstatements can arise
from fraud or error and are considered material if, individually or in
the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial
statements.
Explanation to what extent the audit was considered capable
detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance
with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect irregularities, including
fraud, that could reasonably be expected to have a material
effect on the financial statements. The risk of not detecting a
material misstatement due to fraud is higher than the risk of
not detecting one resulting from error, as fraud may involve
deliberate concealment by, for example, forgery or intentional
misrepresentations, or through collusion. In addition, the further
removed any non-compliance is from the events and transactions
reflected in the financial statements, the less likely it is that our
procedures will identify such non-compliance. The extent to which
our procedures are capable of detecting irregularities, including
fraud is detailed below. However, the primary responsibility for the
prevention and detection of fraud rests with both those charged
with governance of the company and management.
Corporate Governance
Business & Strategy Financial Statements
145
Our approach was as follows:
• We obtained an understanding of the legal and regulatory
frameworks that are applicable to the Group across the
various jurisdictions globally in which the Group operates. We
determined that the most significant are those that relate to the
form and content of external financial and corporate governance
reporting including company law, tax legislation, employment law
and regulatory compliance.
• We understood how C&C Group plc is complying with those
frameworks by making enquiries of management, internal audit,
those responsible for legal and compliance procedures and the
Company Secretary. We corroborated our enquiries through
our review of the Group’s Compliance Policies, board minutes,
papers provided to the Audit Committee and correspondence
with regulatory bodies.
• We assessed the susceptibility of the Group’s financial
statements to material misstatement, including how fraud might
occur, by meeting with management, including within various
parts of the business, to understand where they considered there
was susceptibility to fraud. We also considered performance
targets and the potential for management to influence earnings
or the perceptions of analysts. Where this risk was considered
to be higher, we performed audit procedures to address each
identified fraud risk. These procedures included testing manual
journals and were designed to provide reasonable assurance that
the financial statements were free from fraud or error.
• Based on this understanding we designed our audit procedures
to identify non-compliance with such laws and regulations.
Our procedures included a review of board minutes to identify
any non-compliance with laws and regulations, a review of the
reporting to the Audit Committee on compliance with regulations,
enquiries of internal and external legal counsel and management.
A further description of our responsibilities for the audit of the
financial statements is located on the IAASA’s website at: http://
www.iaasa.ie/getmedia/b2389013-1cf6-458b-9b8f-a98202dc9c3a/
Description_of_auditors_responsibilities_for_audit.pdf.
This description forms part of our auditor’s report.
The purpose of our audit work and to whom we owe
our responsibilities
Our report is made solely to the Company’s members, as a body,
in accordance with section 391 of the Companies Act 2014. Our
audit work has been undertaken so that we might state to the
Company’s members those matters we are required to state to
them in an auditor’s report and for no other purpose. To the fullest
extent permitted by law, we do not accept or assume responsibility
to anyone other than the Company and the Company’s members,
as a body, for our audit work, for this report, or for the opinions we
have formed.
Dermot Quinn
for and on behalf of
Ernst & Young
Chartered Accountants and Statutory Audit Firm
Dublin
24 May 2023
Independent Auditor’s Report
to the Members of C&C Group plc (continued)
146
C&C Group plc Annual Report 2023
Year ended 28 February 2023 Year ended 28 February 2022
Before exceptional
items
Exceptional items
(note 5) Total
Before exceptional
items
Exceptional items
(note 5) Total
Notes €m €m €m €m €m €m
Revenue 1 2 , 0 6 0.7 - 2 ,0 6 0 .7 1, 7 9 6 .1
Excise duties (3 7 1.7 ) - (3 7 1. 7 ) (35 8.0 )
Net revenue 1 1, 6 8 9 . 0 - 1, 6 8 9 . 0 1, 4 3 8 .1 - 1, 4 3 8 .1
Operating costs 2 (1, 6 0 4 . 9 ) (0.2 ) (1, 6 0 5 .1 ) (1 ,390.2 ) 10 . 6 (1, 3 7 9 . 6 )
Group operating profit 1 8 4 .1 (0. 2 ) 83.9 4 7. 9 10 . 6 58.5
Profit on disposal 5 - 1.1 1 .1 - 4.5 4.5
Finance income 6 - 0. 2 0.2 - 0.2 0. 2
Finance expense 6 (17. 3 ) (2 .0 ) (19 . 3 ) (1 6 .1 ) (6 .7 ) (22.8 )
Share of equity accounted
investments’ profit after tax 13 - - - 2.6 2.7 5.3
Profit before tax 66.8 (0.9 ) 65.9 3 4.4 11. 3 4 5.7
Income tax expense 7 (14 . 2 ) 0. 2 (1 4.0 ) (6. 2 ) (2. 4 ) (8.6 )
Group profit for the
financial year 52.6 (0 .7 ) 5 1. 9 28. 2 8.9 3 7. 1
Basic earnings per share (cent) 9 13 . 3 9.9
Diluted earnings per share (cent) 9 13 . 2 9.9
All of the results are related to continuing operations.
Consolidated Income Statement
For the financial year ended 28 February 2023
Corporate Governance
Business & Strategy Financial Statements
147
2023 2022
Notes €m €m
Other Comprehensive Income:
Items that may be reclassified to Income Statement in subsequent years:
Foreign currency translation differences arising on the net investment in foreign operations 6 (19 . 8 ) 11 . 9
Foreign currency recycled on disposal of asset held for sale 6 0.4 -
Foreign currency recycled on disposal of subsidiary 6 - (0. 2 )
Gain/(loss) relating to cash flow hedges 24 1. 2 (0 .1 )
Items that will not be reclassified to Income Statement in subsequent years:
Revaluation of property, plant & equipment 11 (0 .7 ) 2.5
Deferred tax on revaluation of property, plant and equipment 22 0.3 (0.6 )
Actuarial gain on retirement benefits 23 4.3 32. 8
Deferred tax charge on actuarial gain on retirement benefits 22 0 .1 (4. 3 )
Share of equity accounted investments’ Other Comprehensive Income 13 - 2. 2
Net (loss)/gain recognised directly within Other Comprehensive Income (14 . 2 ) 4 4. 2
Group profit for the financial year 5 1. 9 3 7.1
Total comprehensive income for the financial year 3 7. 7 8 1. 3
Consolidated Statement of Comprehensive Income
For the financial year ended 28 February 2023
148
C&C Group plc Annual Report 2023
2023 2022
Notes €m €m
ASSETS
Non-current assets
Property, plant & equipment 11 2 10 . 3 2 14 . 0
Goodwill & intangible assets 12 645.5 656.5
Equity accounted investments/financial assets 13 1. 3 1. 3
Retirement benefits 23 42 .2 3 7. 6
Deferred tax assets 22 25.0 2 7. 0
Derivative financial assets 10, 24 5.6 4.3
Trade & other receivables 15 38 .0 43 .0
Current assets
Inventories 14 174 . 9 16 8 . 2
Trade & other receivables 15 16 4 .1 18 6 . 3
Current income tax assets 0.7 -
Cash 11 5 . 3 6 4 .7
Assets held for sale 16 - 6 5.8
TOTAL ASSETS 1 ,422.9 1, 4 6 8 . 7
EQUITY
Capital and reserves
Equity share capital 25 4 .0 4.0
Share premium 25 3 47. 2 3 4 7. 2
Treasury shares 25 (3 4 .1 ) (3 6.0 )
Other reserves 25 80.3 98.3
Retained income 3 41. 8 28 5.5
Total Equity 739. 2 69 9.0
LIABILITIES
Non-current liabilities
Lease liabilities 19 5 7.1 59.8
Interest bearing loans & borrowings 20 10 0 . 0 2 19 . 4
Provisions 18 4.9 3 .9
Deferred tax liabilities 22 3 4.2 30. 2
Current liabilities
Lease liabilities 19 16 . 7 20.2
Derivative financial liabilities 24 - 0 .1
Trade & other payables 17 3 70 .7 3 8 6 .1
Interest bearing loans & borrowings 20 94.2 3 6.6
Provisions 18 5.4 8.2
Current income tax liabilities 0. 5 5.2
Total liabilities 6 8 3 .7 76 9 .7
TOTAL EQUITY & LIABILITIES 1 ,422.9 1, 4 6 8 . 7
On behalf of the Board
R Findlay P McMahon DATE
Executive Chair Chief Executive Officer 24 May 2023
Consolidated Balance Sheet
As at 28 February 2023
Corporate Governance
Business & Strategy Financial Statements
149
2023 2022
Notes €m €m
CASH FLOWS FROM OPERATING ACTIVITIES
Group profit for the year 5 1. 9 3 7.1
Finance income 6 (0.2 ) (0. 2 )
Finance expense 6 19 . 3 22.8
Income tax expense 7 14 . 0 8 .6
Profit on share of equity accounted investments 13 - (5.3 )
Impairment of intangible asset 12 - 0.6
Impairment of equity accounted investments 5, 13 - 6 .4
Revaluation of property, plant & equipment 5 - (0.6 )
Depreciation of property, plant & equipment 2, 11, 19 30.0 29. 2
Amortisation of intangible assets 2, 12 2 .5 2.6
Profit on disposal 5 (1.1 ) (4.5 )
Net profit on disposal of property, plant & equipment - (1. 6 )
Rights Issue costs recorded as exceptional 5 0 .7 2. 6
Charge for equity settled share-based payments 4 2 .5 1. 5
Pension contributions: adjustment from (credit)/charge to payment 23 (0.6 ) 0.3
Increase in inventories (12 . 2 ) (4 3 .6 )
Decrease/(increase) in trade & other receivables 18 . 5 (8 4.0 )
(Decrease)/increase in trade & other payables (6.6 ) 89. 6
Decrease in provisions (1. 3 ) (0. 9 )
Interest and similar costs paid (19 . 4 ) (24 .4 )
Income taxes paid (12 . 0 ) (3. 2 )
Net cash inflow from operating activities 86.0 33.0
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property, plant & equipment 11 (1 0 .1 ) (14 . 9 )
Purchase of intangible assets 12 (5 .1 ) (2. 2 )
Net proceeds on disposal of property, plant & equipment - 2.3
Sale of asset held for sale 16 63. 6 -
Sale of business – net of cash disposed 5, 10 0 .7 12 . 9
Cash outflow re acquisition of equity accounted investments/financial assets 13 - (0.3 )
Net cash inflow/(outflow) from investing activities 4 9 .1 (2. 2 )
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from exercise of share options/equity interests - 0 .7
Proceeds from Rights Issue 5 - 17 6 . 3
Drawdown of debt 21 48.5 4 9.5
Repayment of debt 21 (10 8 . 5 ) (2 71. 7 )
Payment of lease liabilities 19 (2 2. 5 ) (2 1. 9 )
Payment of Rights Issue costs 5 (0 .7 ) (9. 2 )
Net cash outflow from financing activities (83 .2 ) (76 . 3 )
Net increase/(decrease) in cash 5 1. 9 (45.5 )
Reconciliation of opening to closing cash
Cash at beginning of year 6 4.7 1 0 7. 7
Translation adjustment (1. 3 ) 2. 5
Net increase/(decrease) in cash 51. 9 (45.5 )
Cash at end of financial year 115 . 3 6 4.7
A reconciliation of cash to net debt is presented in note 21 to the financial statements.
Consolidated Cash Flow Statement
For the financial year ended 28 February 2023
150
C&C Group plc Annual Report 2023
Equity
share
capital
Share
premium
Other
capital
reserves*
Cash flow
hedge
reserve
Share-
based
payments
reserve
Currency
translation
reserve
Revaluation
reserve
Treasury
shares
Retained
income Total
€m €m €m €m €m €m €m €m €m €m
At 28 February 2021 3.2 17 1. 3 25.8 - 3. 3 41. 6 12 . 4 (36.5 ) 225 .0 4 4 6 .1
Profit for the financial year - - - - - - - - 3 7. 1 3 7.1
Other comprehensive income/
(expense) - - - (0 .1 ) - 11 . 7 2. 5 - 3 0 .1 44. 2
Total comprehensive income/
(expense) - - - (0 .1 ) - 11 . 7 2. 5 - 6 7. 2 8 1. 3
Ordinary Share Capital Issued
(note 25) 0.8 17 5 . 5 - - - - - - - 17 6 . 3
Share issue costs (note 5) - - - - - - - - (6.6 ) (6.6 )
Exercised share options (note 25) - 0.4 - - - - - - - 0.4
Reclassification of share-based
payments reserve - - - - (0.4 ) - - - 0.4 -
Sale of treasury shares/purchase
of shares to satisfy employee share
entitlements (note 25) - - - - - - - 0.5 (0.5 ) -
Equity settled share-based
payments (note 4) - - - - 1. 5 - - - - 1. 5
Total transactions with owners 0.8 17 5 . 9 - - 1 .1 - - 0.5 (6.7 ) 171 . 6
At 28 February 2022 4.0 3 4 7. 2 25. 8 (0 .1 ) 4.4 53. 3 14 . 9 (36 .0 ) 28 5.5 6 99. 0
Profit for the financial year - - - - - - - - 5 1. 9 51. 9
Other comprehensive income/
(expense) - - - 1. 2 - (19 . 4 ) (0 .7 ) - 4 .7 (14 . 2 )
Total comprehensive income/
(expense) - - - 1. 2 - (19 . 4 ) (0 .7 ) - 5 6.6 3 7. 7
Reclassification of share-based
payments reserve - - - - (1. 6 ) - - - 1. 6 -
Sale of treasury shares/purchase
of shares to satisfy employee share
entitlements (note 25) - - - - - - - 1. 9 (1. 9 ) -
Equity settled share-based
payments (note 4) - - - - 2.5 - - - - 2.5
Total transactions with owners - - - - 0.9 - - 1. 9 (0.3 ) 2.5
At 28 February 2023 4.0 3 4 7. 2 25.8 1.1 5.3 33.9 14 . 2 (3 4 .1 ) 3 41. 8 739. 2
*Other capital reserves include Other undenominated reserve of €0.9 m and the capital reserve of €2 4.9 m
Consolidated Statement of Changes in Equity
For the financial year ended 28 February 2023
Corporate Governance
Business & Strategy Financial Statements
151
2023 2022
Notes €m €m
ASSETS
Non-current assets
Financial assets 13 1,158.6 1,158.2
1,158.6 1,158.2
Current assets
Trade & other receivables 15 285.1 114.7
Cash 0.2 0.1
285.3 114.8
TOTAL ASSETS 1,443.9 1,273.0
EQUITY
Equity share capital 25 4.0 4.0
Share premium 25 1,048.2 1,048.2
Other reserves 25 5.1 4.2
Retained income 231.8 21.5
Total equity 1,289.1 1,077. 9
LIABILITIES
Non-current liabilities
Interest bearing loans & borrowings 20 100.0 143.4
100.0 143.4
Current liabilities
Interest bearing loans & borrowings 20 (0.8) (0.9)
Trade & other payables 17 55.6 52.6
54.8 51.7
Total liabilities 154.8 195.1
TOTAL EQUITY & LIABILITIES 1,443.9 1,273.0
As permitted by section 304 of the Companies Act 2014, the Company is availing of the exemption from presenting its separate Income
Statement in the Financial Statements and from filing it with the Registrar of Companies. The Company’s profit for the financial year is
€208.7m (FY2022: loss of €17.0m). In the current financial year, there were dividends received of €219.9m from subsidiaries (FY2022: €nil).
On behalf of the Board
R Findlay P McMahon DATE
Executive Chair Chief Executive Officer 24 May 2023
Company Balance Sheet
As at 28 February 2023
152
C&C Group plc Annual Report 2023
Equity share
capital Share premium
Other
undenominated
reserve
Share-based
payments
reserve Retained income Tot al
€m €m €m €m €m €m
Company
At 28 February 2021 3.2 872.3 0.9 2.2 44.7 923.3
Loss for the financial year - - - - (17.0) (17. 0 )
Total comprehensive expense - - - - (17. 0 ) (17.0 )
Ordinary Share Capital Issued (note 25) 0.8 175.5 - - - 176.3
Share issue costs (note 5) - - - - (6.6) (6.6)
Exercised share options (note 25) - 0.4 - - - 0.4
Reclassification of share-based payments reserve - - - (0.4) 0.4 -
Equity settled share-based payments (note 4) - - - 1.5 - 1.5
Total transactions with owners 0.8 175.9 - 1.1 (6.2) 171.6
At 28 February 2022 4.0 1,048.2 0.9 3.3 21.5 1,077.9
Profit for the financial year - - - - 208.7 208.7
Total comprehensive expense - - - - 208.7 208.7
Reclassification of share-based payments reserve - - - (1.6) 1.6 -
Equity settled share-based payments (note 4) - - - 2.5 - 2.5
Total transaction with owners - - - 0.9 1.6 2.5
At 28 February 2023 4.0 1,048.2 0.9 4.2 231.8 1,289.1
Company Statement of Changes in Equity
For the financial year ended 28 February 2023
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Statement of Accounting Policies
For the year ended 28 February 2023 (continued)
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Statement of Accounting Policies
For the year ended 28 February 2023 (continued)
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Statement of Accounting Policies
For the year ended 28 February 2023 (continued)
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23. RETIREMENT BENEFITS (continued)
Notes forming part of the financial statements
(continued)
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Adjusted earnings Profit for the year attributable to equity shareholders as adjusted for exceptional items
Company C&C Group plc
Constant Currency Prior year revenue, net revenue and operating profit for each of the Group’s reporting segments is
restated to constant exchange rates for transactions by subsidiary undertakings in currencies other
than their functional currency and for translation in relation to the Group’s non-Euro denominated
subsidiaries by revaluing the prior year figures using the current year average foreign currency rates
DWT Dividend Withholding Tax
EBITDA Earnings before Interest, Tax, Depreciation and Amortisation charges excluding the Group’s share
of equity accounted investments’ profit/(loss) after tax
Adjusted EBITDA EBITDA as adjusted for exceptional items
EBIT Earnings before Interest and Tax
Adjusted EBIT EBIT as adjusted for exceptional items
Effective tax rate (%) Income and deferred tax charges relating to continuing activities before the tax impact of
exceptional items calculated as a percentage of profit before tax for continuing activities before
exceptional items and excluding the Group’s share of equity accounted investments’ profit/(loss)
after tax
EPS Earnings per share
EU European Union
Exceptional Significant items of income and expense within the Group results for the year which by virtue of
their size or nature are disclosed in the Income Statement and related notes as exceptional items
Free Cash Flow Free Cash Flow is a measure that comprises cash flow from operating activities net of capital
investment cash outflows which form part of investing activities. Free Cash Flow highlights the
underlying cash generating performance of the ongoing business
GB Great Britain (i.e. England, Wales and Scotland).
For the purposes of segmental reporting, GB includes all sales executed and managed outside the
Island of Ireland.
Group C&C Group plc and its subsidiaries
HL Hectolitre (100 Litres)
kHL = kilo hectolitre (100,000 litres)
mHL = millions of hectolitres (100 million litres)
IAS International Accounting Standards
IASB International Accounting Standards Board
IFRIC International Financial Reporting Interpretations Committee
IFRS International Financial Reporting Standards as adopted by the EU
Interest cover Calculated by dividing the Group’s EBITDA excluding exceptional items and discontinued activities
by the Group’s interest expense, excluding IFRS 16 Leases finance charges, issue cost write-offs,
fair value movements with respect to derivative financial instruments and unwind of discounts on
provisions, for the same period
Export Sales in territories outside of Ireland, Great Britain and North America
LAD Long Alcoholic Drinks
Liquidity Liquidity is defined as cash plus undrawn amounts under the Group’s revolving credit facility
Financial Definitions
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Net debt Net debt comprises borrowings (net of issue costs) less cash plus lease liabilities capitalised under
IFRS 16 Leases
Net debt/EBITDA A measurement of leverage, calculated as the Group’s Net debt divided by its EBITDA excluding
exceptional items and discontinued activities. The net debt to EBITDA ratio is a debt ratio that
shows how many years it would take for the Group to pay back its debt if net debt and EBITDA are
held constant
Net revenue Net revenue is defined by the Group as revenue less excise duty. The duty number disclosed
represents the cash cost of duty paid on the Group’s products. Where goods are bought duty
paid and subsequently sold, the duty element is not included in the duty line but within the cost of
goods sold. Net revenue therefore excludes duty relating to the brewing and packaging of certain
products. Excise duties, which represent a significant proportion of revenue, are set by external
regulators over which the Group has no control and are generally passed on to the consumer
NI Northern Ireland
Non-controlling interest Non-controlling interest is the share of ownership in a subsidiary entity that is not owned by the
Group
Off-trade All venues where drinks are sold for off-premise consumption including shops, supermarkets and
cash & carry outlets selling alcohol for consumption off the premises
On-trade All venues where drinks are sold at retail for on-premise consumption including pubs, hotels and
clubs selling alcohol for consumption on the premises
Operating profit Profit earned from the Group’s core business operations before net financing and income tax costs
and excluding the Group’s share of equity accounted investments’ profit/(loss) after tax. In line with
the Group’s accounting policies certain items of income and expense are separately classified as
exceptional items on the face of the Income Statement
Operating margin Operating margin is based on operating profit before exceptional items and is calculated as a
percentage of net revenue
PPE Property, plant & equipment
Revenue Revenue comprises the fair value of goods supplied to external customers exclusive of
intercompany sales and value added tax, after allowing for discounts, rebates, allowances for
customer loyalty and other pricing related allowances and incentives
ROI Republic of Ireland
TSR Total Shareholder Return
UK United Kingdom (Great Britain and Northern Ireland)
US United States of America
Financial Definitions
(continued)
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383466). Its ordinary shares are quoted on the London Stock
Exchange (ISIN: IE00B010DT83 SEDOL: B010DT8).
C&C Group plc also has a Level 1 American Depository Receipts
(ADR) programme for which Deutsche Bank acts as depository
(symbol CCGGY). Each ADR share represents three C&C Group plc
ordinary shares.
The authorised share capital of the Company at 28 February 2023
was ordinary 800,000,000 ordinary shares at €0.01 each. The
issued share capital at 28 February 2023 was 402,007,212 ordinary
shares of €0.01 each.
Euroclear Bank
Following the migration in March 2021 of securities settlement in the
securities of Irish registered companies listed on the London Stock
Exchange (such as the Company) and/or Euronext Dublin from the
CREST settlement system to the replacement system, Euroclear
Bank, the Company’s shares are held and transferred in certificated
form (that is, represented by a share certificate) or in electronic form
indirectly through the Euroclear System or through CREST in CDI
(CREST Depository Interest) form. Shareholders have the choice
of holding their shares in electronic form or in the form of share
certificates. Shareholders should consult their stockbroker if they
wish to hold their shares in electronic form.
SHARE PRICE DATA 2023 2022
Share price at year end £1.49 £2.11
2023
Number
2022
Number
No of Shares in issue at year end 4 0 2,0 07, 212 401,913,690
Market capitalisation 28 February £599m £848m
Share price movement during the financial year
– high £ 2.16 £3.36
– low £1.44 £1.45
Shareholder and Other Information
Dividend Payments
The Company may, by ordinary resolution declare dividends in
accordance with the respective rights of shareholders, but no
dividend shall exceed the amount recommended by the Directors.
The Directors may also declare and pay interim dividends if they
believe they are justified by the profits of the Company available for
distribution.
Subject to shareholder approval at the Annual General Meeting, the
Directors have proposed a final dividend of 3.79 cent per share to
be paid on 21 July 2023 to ordinary shareholders registered at the
close of business on 9 June 2023. No interim dividend was paid
with respect to FY2023; therefore, the Group’s full year dividend will
amount to 3.79 cent per share. There is no scrip dividend alternative
proposed. Due to the impact of COVID-19, total dividends for the
prior financial year were €nil.
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 Registrars. DWT applies to dividends paid
by way of cash or by way of shares under a scrip dividend scheme
and is deducted at the standard rate of income tax (currently 20%).
Non-resident shareholders and certain Irish companies, trusts,
pension schemes, investment undertakings, companies resident
in any member state of the European Union and charities may be
entitled to claim exemption from DWT. DWT exemption forms may
be obtained from the Irish Revenue Commissioners website: http://
www.revenue.ie/en/tax/dwt/forms/index.html. Shareholders should
note that DWT will be deducted from dividends in cases where a
properly completed exemption form has not been received by the
relevant record date. Shareholders who wish to have their dividend
paid direct to a bank account, by electronic funds transfer, should
contact Link Registrars to obtain a mandate form. Tax vouchers
will be sent to the shareholder’s registered address under this
arrangement.
Holders through Euroclear Bank
Investors who hold their shares via Euroclear Bank or (in CDI form)
through CREST will automatically receive dividends in Euro unless
they elect otherwise.
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Certificated shareholders
Shareholders who hold their shares in certificated form will
automatically receive dividends in Euro with the following exceptions:
• Shareholders with an address in the United Kingdom (UK) will
automatically receive dividends in Sterling,
• Shareholders who had previously elected to receive dividends
in a particular currency will continue to receive dividends in that
currency.
Shareholders who wish to receive dividends in a currency other than
that which will be automatically used should contact the Company’s
Registrars.
Electronic Communications
In order to promote a more cost effective and environmentally
friendly approach, the Company provides the Annual Report
electronically to shareholders via the Group’s website and only
sends a printed copy to those who specifically request one.
Shareholders who wish to alter the method by which they receive
communications should contact the Company’s registrar. All
shareholders will continue to receive printed proxy forms, dividend
documentation, shareholder circulars, and, where the Company
deems it appropriate, other documentation by post.
Company Secretary and Registered Office
Mark Chilton, C&C Group plc
Bulmers House, Keeper Road, Crumlin, Dublin 12, D12 K702
Tel: +353 1 506 3900
Registrars
Shareholders with queries concerning their holdings, dividend
information or administrative matters should contact the Company’s
registrars:
Link Registrars Limited (trading as LinkGroup)
P.O. Box 7117, Dublin 2.(if delivered by post) or;
Suite 149, The Capel Building, Mary’s Abbey, Dublin 7, D07 DP79,
Ireland.(if delivered by hand)
Tel: +353 1 553 0050
Fax: +353 1 224 0700
Email: enquiries@linkgroup.ie
Website: www.linkgroup.eu
Investor Relations
FTI Consulting
10 Merrion Square, Dublin 2, D02 DW94
Principal Bankers
ABN Amro Bank
Allied Irish Bank
Bank of Ireland
Bank of Scotland
Barclays Bank
HSBC
Rabobank
Solicitors
McCann FitzGerald
Riverside One, Sir John Rogerson’s Quay, Dublin 2, D02 X576
Stockbrokers
Davy
Davy House, 49 Dawson Street, Dublin 2, D02 PY05
Barclays Bank plc
5 The North Colonnade, Canary Wharf, London E14 4BB
Numis Securities Limited
10 Paternoster Square, London, EC4M 7LT
Auditor
Ernst & Young Chartered Accountants
Harcourt Centre, Harcourt Street, Dublin 2, D02 YA40.
Website
Further information on C&C Group plc is available atwww.
candcgroupplc.com
Shareholder and Other Information
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sourcedesign.ie
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www.candcgroupplc.com